Harpreet Rana
Executive Vice President and Chief Financial and Administrative Officer at Regional Management
Executive
About Harpreet Rana
Harpreet Rana (age 53) is Executive Vice President and Chief Financial and Administrative Officer at Regional Management Corp., serving as CFO since November 23, 2020 and assuming the combined CF&AO title in December 2024. She has 20+ years in financial services with expertise in capital and credit management, profitable portfolio growth, digital product development and transformation, and retail banking; education includes a B.A. (University of British Columbia) and M.B.A. (University of Rochester) . Company performance highlights tied to her incentive design: 2024 annual incentive paid at 112.3% of target, with pre-provision ROA at 2.79% versus a 2.43% target and pre-provision net income of $50,452k versus a $44,776k target; cumulative TSR for 2022–2024 was -26.3%, yielding below-target 64% payout for 2022 PRSUs .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Regional Management Corp. | EVP & CFO (later CF&AO) | 2020–present | Led capital/credit management, portfolio growth, digital transformation; expanded funding and internal controls . |
| Citigroup | Managing Director, North America Retail Bank | 2016–2020 | Led retail banking initiatives, product development and operations . |
| Citigroup | Head of US Retail Deposit & Lending Products; other finance/business lead roles | 2013–2015 | Drove deposit/lending product strategy; finance leadership . |
External Roles
No public company directorships or external board roles disclosed for Ms. Rana in the proxy materials reviewed .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 | 2025 (Target/Set) |
|---|---|---|---|---|
| Base Salary ($) | $420,000 | $420,000 | $420,000 | $435,000 |
| Target Bonus (% of Salary) | 100% (unchanged from prior year) | 100% (unchanged; committee noted no change vs 2024) | 100% | 100% |
| Target Annual Bonus ($) | $420,000 | $420,000 | $420,000 | $435,000 |
| Actual Annual Bonus Paid ($) | $257,880 | $544,250 | $471,660 | N/A |
Notes:
- 2025 base salary increased modestly, marking first increase since Jan 1, 2022, amid prior benchmarking that placed executive base salaries between the 14th–36th percentile versus peers .
- Annual incentives are entirely performance-based under RM’s Annual Incentive Plan .
Performance Compensation
Annual Incentive – 2024 Program Metrics, Weighting, Targets, Actuals, and Payout
| Metric | Weight | Threshold | Target | Maximum | Actual | Payout % |
|---|---|---|---|---|---|---|
| Pre-Provision Net Income ($000s) | 15.0% | $31,343 | $44,776 | $53,731 | $50,452 | 19.8% |
| Pre-Provision ROA (%) | 15.0% | 2.07% | 2.43% | 2.79% | 2.79% | 22.3% |
| Average Finance Receivables ($000s) | 15.0% | $1,617,580 | $1,797,311 | $1,977,042 | $1,788,481 | 14.6% |
| Net Credit Losses (%) | 15.0% | 12.33% | 10.72% | 9.11% | 11.19% | 12.8% |
| G&A Expense (% Revenue) | 15.0% | 46.53% | 43.28% | 40.03% | 42.09% | 17.8% |
| Qualitative Objectives | 25.0% | N/A | N/A | N/A | 100% paid | 25.0% |
| Total Payout | 100.0% | 112.3% |
Qualitative drivers: navigation of higher rates/inflation; auto-secured portfolio grew to $207M (11% of portfolio vs 9% prior year); funding execution (amended 5 credit facilities; 2 ABS securitizations); technology/infrastructure improvements; strong internal controls; digital progress .
Long-Term Incentives
- Program design: mix of PRSUs (~50%) and service-based Restricted Stock (~50% of target grant-date value) .
- 2022 PRSUs (absolute TSR metric; 3-year period to Dec 31, 2024) paid at 64% of target; vested units subject to an additional one-year holding period to Dec 31, 2025 .
- 2024 Awards to Rana: PRSU target grant-date fair value $444,993 and RSA grant-date fair value $444,996; PRSU target units 16,978; RSA units 15,780 .
- 2025 PRSU redesign: relative TSR vs a 131-company custom financials peer set with additive pre-provision ROA modifier; payout 0–170% of target; vest at Dec 31, 2027 with a one-year hold to Dec 31, 2028; Rana 2025 PRSU grant value $495,000 and RSA grant value $495,000 .
Grants of Plan-Based Awards – Rana (Selected Detail)
| Award Type | Grant Date | Threshold | Target | Maximum |
|---|---|---|---|---|
| Annual Cash (2024) | 01/01/2024 | — | $420,000 | $630,000 |
| PRSU (2024) | 06/03/2024 | 8,489 units | 16,978 units | 25,467 units |
| RSA (2024) | 06/03/2024 | — | 15,780 shares | — |
Vesting mechanics:
- RSA (2024): 1/3 vests each Dec 31, 2024/2025/2026, subject to continued service .
- PRSU (2024): absolute cumulative TSR over 3 years; 0–150% payout; one-year post-vest holding .
- PRSU (2025): relative TSR (threshold 30th percentile=50%; target 55th percentile=100%; max 80th percentile=150%), plus ROA modifier up to +20% (max total 170%); vest Dec 31, 2027; one-year hold .
Equity Ownership & Alignment
| Category | Detail |
|---|---|
| Beneficial Ownership | 75,423 shares; less than 1% of outstanding (10,035,287 shares outstanding on Apr 2, 2025) . |
| Options (Exercisable) | 17,371 options @ $28.21, expiring 11/23/2030 . |
| Unvested Time-Based Equity | 4,860 shares (vesting schedule Dec 31, 2023/2024/2025; market value $165,143 at $33.98) ; 10,520 shares (vesting schedule Dec 31, 2024/2025/2026; market value $357,470) . |
| PRSUs – Earned (2022 grant) | 4,919 units earned; market value $167,148; one-year holding period through Dec 31, 2025 . |
| PRSUs – Target (2023 grant) | 13,734 target units; performance period ends June 14, 2026; hold through Dec 31, 2026; market/payout value $466,681 (assumes target) . |
| PRSUs – Target (2024 grant) | 16,978 target units; performance period ends June 3, 2027; hold through Dec 31, 2027; market/payout value $576,912 (assumes target) . |
| Ownership Guidelines | 2x annual base salary for NEOs; 50% net shares retention for 12 months post-vest/exercise until guideline met; as of Dec 31, 2024 all covered employees in compliance; pledging/hedging prohibited . |
| Hedging/Pledging | Prohibited for directors, officers, employees; retention-policy shares may not be pledged . |
| Trading Policy | Officers must obtain General Counsel approval before trades, even in open windows . |
Employment Terms
- Plan Coverage: Participant under Executive Severance and Change in Control Plan (effective April 6, 2023; initial term through April 6, 2026) .
- Severance Multiples:
- Without CIC (Qualifying Termination—good reason or termination without cause): 1x base salary continuation over 12 months plus 1x average bonus over 12 months; 30 days’ pay in lieu of notice at company election .
- With CIC (double-trigger within 6 months before or 1 year after CIC): 2x salary and 2x average bonus; severance period 12 months for NEOs (24 months for CEO) .
- Restrictive Covenants: Non-compete, non-solicit of “loan sources” and employees, confidentiality, and non-disparagement; durations typically 1 year post-termination for NEOs (2 years for CEO) .
- Clawbacks: Dodd-Frank-compliant recoupment policy (3-year recovery period post-restatement) plus supplemental policy covering covenant violations and other conditions; no excise tax gross-ups .
- Change-in-Control Structure: Double-trigger required; equity award agreements incorporate CIC terms consistent with plan .
Compensation Structure Analysis
- Pay-for-performance alignment: 2024 annual incentives 100% performance-based; LTI split ~50/50 PRSUs and Restricted Stock; strong linkage to TSR and operating metrics (pre-provision ROA/PNI, credit losses, G&A efficiency) .
- PRSU outcomes: 2022 PRSUs paid at 64% due to -26.3% cumulative TSR (2022–2024), demonstrating downside mechanics and alignment .
- 2025 LTIP redesign responds to shareholder feedback: switch from absolute to relative TSR with ROA modifier; enhances alignment and reduces market beta risk .
- Cash vs equity mix: For Rana (2022–2024), fixed salary flat at $420k until 2025 increase; stock awards ~$800k–$890k annually; non-equity incentive varied with performance ($258k in 2022; $544k in 2023; $472k in 2024) .
- Market positioning: Executive base salaries benchmarked ~14th–36th percentile in 2024—potential retention risk if not offset by strong incentive opportunity .
Multi-Year Compensation – Harpreet Rana
| Component ($) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | 420,000 | 420,000 | 420,000 |
| Stock Awards | 799,913 | 889,964 | 889,989 |
| Non-Equity Incentive | 257,880 | 544,250 | 471,660 |
| All Other Compensation | 26,867 | 35,367 | 63,432 |
| Total | 1,504,660 | 1,889,581 | 1,845,081 |
Investment Implications
- Alignment and downside sensitivity: The below-target PRSU outcome (64%) on negative TSR underscores robust pay-for-performance mechanics. The 2025 shift to relative TSR plus ROA modifier should reduce macro drift and reward controllable performance, potentially increasing probability of above-target outcomes if ROA improves .
- Insider selling pressure and liquidity timing: Time-based equity vests at year-end (Dec 31) and PRSUs carry an additional one-year hold (e.g., 2022 PRSUs hold until Dec 31, 2025), concentrating potential liquidity events around early-year trading windows; however, 50% net-share retention and trading pre-clearance requirements temper near-term selling pressure .
- Retention risk: Base salaries historically at low market percentiles (14th–36th) suggest potential retention pressure if equity values compress; 2025 raises and redesigned LTIP improve competitiveness but monitoring is warranted .
- Governance and risk safeguards: Double-trigger CIC, robust clawbacks, and strict hedging/pledging prohibitions reduce governance red flags; no tax gross-ups align with shareholder-friendly practices .
- Operating levers to watch: Pre-provision ROA, credit loss rates, G&A efficiency, receivables growth, and funding execution (ABS, facilities amendments) drive annual incentive payouts and could serve as near-term trading signals if guidance/actuals shift materially .