Jonathan D. Brown
About Jonathan D. Brown
Jonathan D. Brown (age 40) has served as an independent director of Regional Management Corp. since January 2018. He is a partner at Basswood Capital Management L.L.C. (joined 2009), focusing on research and investment analysis across sectors with specialization in financial services; prior roles include Sandelman Partners and Goldman Sachs. He holds a B.B.A. from Emory University’s Goizueta School of Business with concentrations in Finance and Strategy & Management Consulting and a minor in History . The Board has determined Mr. Brown to be independent under NYSE rules, and he serves pursuant to a Cooperation Agreement with Basswood, RM’s largest shareholder .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Basswood Capital Management L.L.C. | Partner | 2009–present | Research and investment analysis; specialized focus on financial services |
| Sandelman Partners | Not disclosed | Not disclosed | Prior experience (details not provided) |
| Goldman Sachs | Not disclosed | Not disclosed | Prior experience (details not provided) |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| None disclosed | — | — | No other public company directorships disclosed for Mr. Brown |
| Basswood Capital Management L.L.C. | Largest shareholder of RM | As of Apr 2, 2025 | Beneficial ownership 10.2% of RM; Basswood is “director-by-deputization” solely for Section 16 purposes; Mr. Brown serves under Cooperation Agreement tied to Basswood ownership |
Board Governance
- Committee memberships: Risk Committee member (Michael R. Dunn, Chair); the Risk Committee met 4 times in 2024 .
- Independence: Independent under NYSE criteria; independence affirmed for 2024 .
- Attendance: Board met 16 times in 2024; all directors attended at least 75% of Board and committee meetings; directors (excluding Ms. Booth, appointed in 2025) attended the 2024 annual meeting .
- Executive sessions: Non-employee directors met in executive session at each regular quarterly Board meeting in 2024; independent directors also met periodically; the Board has an independent Chair (Carlos Palomares) .
Fixed Compensation
| Component | Program Terms | 2024 Amount (Mr. Brown) |
|---|---|---|
| Board cash retainer | $70,000 annual; paid quarterly | Included in fees earned; total cash fees $83,025 (includes dividend equivalents) |
| Committee cash retainer | $8,750 per committee; $17,500 if committee chair | Included in fees earned; member of Risk Committee (not Chair) |
| Board equity grant | Annual RSA valued at $110,000; $135,000 for Board Chair/Lead Independent | Stock awards grant-date fair value $118,725 |
| Committee equity grant | RSA $8,750 per committee; $17,500 if committee chair | Included in total stock awards |
| Director 2024 Compensation | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Jonathan D. Brown | 83,025 | 118,725 | 201,750 |
Performance Compensation
- Director equity is time-based restricted stock; no director-specific performance metrics apply. 2024 RSAs vest 100% on the earlier of the first anniversary of grant or next annual meeting (≥50 weeks), or upon death/disability or change in control .
- Grant details: On May 23, 2024, RM awarded non-employee directors annual RSAs; Mr. Brown received 4,381 shares; as of Dec 31, 2024 he held 4,381 RSA shares outstanding .
| 2024 Director Equity Grant | Grant Date | Instrument | Shares Granted | Vesting Terms |
|---|---|---|---|---|
| Jonathan D. Brown | May 23, 2024 | RSA | 4,381 | 100% on earlier of 1-year or next annual meeting; accelerated on death/disability or change in control |
Company performance metrics underlying NEO incentive pay (context for pay-for-performance alignment):
| Performance Metric | Threshold | Target | Maximum | Actual | Weight | Payout % |
|---|---|---|---|---|---|---|
| Pre-Provision Net Income ($000s) | 31,343 | 44,776 | 53,731 | 50,452 | 15.0% | 19.8% |
| Pre-Provision ROA (%) | 2.07% | 2.43% | 2.79% | 2.79% | 15.0% | 22.3% |
| Average Finance Receivables ($000s) | 1,617,580 | 1,797,311 | 1,977,042 | 1,788,481 | 15.0% | 14.6% |
| Net Credit Losses (% of AFR) | 12.33% | 10.72% | 9.11% | 11.19% | 15.0% | 12.8% |
| G&A Expense (% Revenue) | 46.53% | 43.28% | 40.03% | 42.09% | 15.0% | 17.8% |
| Qualitative Component | N/A | N/A | N/A | Paid 100% | 25.0% | 25.0% |
| Total | — | — | — | — | 100.0% | 112.3% |
Other Directorships & Interlocks
| Relationship | Details |
|---|---|
| Cooperation Agreement with Basswood | Mr. Brown is nominated pursuant to a Cooperation Agreement (amended Nov 28, 2022) with Basswood; he must offer to resign if Basswood’s “net long position” falls below the lesser of 7.5% or 718,657 shares; Basswood standstill includes limits on ownership (≤19.9%), proxy solicitations, proposals for extraordinary transactions, and sales to ≥5% holders; Basswood agrees to vote with Board recommendations with defined exceptions; RM must appoint Mr. Brown to any committee designated to oversee strategic alternatives if Basswood requests . |
Expertise & Qualifications
- Skills: Financial services, capital allocation, M&A, corporate governance, investor relations .
- Board matrix indicates independence and relevant expertise; Brown listed independent and 2018 first appointment .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Jonathan D. Brown | 26,920 | <1% | Basswood may be deemed beneficial owner of Mr. Brown’s shares under SEC Rule 16a-1 due to director-by-deputization status |
| RSAs outstanding (12/31/2024) | 4,381 | — | Director RSAs outstanding; no options outstanding for Mr. Brown |
| Director stock ownership guideline | 5x annual cash retainer; all directors (excluding Ms. Booth) were in compliance as of Dec 31, 2024 | — | Hedging/pledging prohibited under Code of Ethics and Stock Ownership and Retention Policy |
Insider Trades
| Date | Filer | Reported Beneficial Ownership | Notes |
|---|---|---|---|
| Feb 19, 2025 | Basswood Capital Management L.L.C., related funds, and managing members; includes Brown’s 26,920 shares | 1,019,819 shares (aggregate across entities) | Basswood and affiliates reported shared voting and dispositive power; Basswood deemed “director-by-deputization” solely for Section 16; Brown’s 26,920 shares included in disclosure |
Governance Assessment
- Alignment and engagement: Independent classification; active Risk Committee member; Board and Risk Committee maintain cybersecurity oversight aligned to NIST CSF; frequent executive sessions; robust stock ownership and clawback policies; prohibition on hedging/pledging; 2024 say-on-pay support at 68% prompted changes to executive PRSU design (relative TSR and ROA modifier), evidencing responsiveness to shareholder feedback .
- Director compensation and alignment: Mix of modest cash retainer and time-based equity; 2024 total $201,750 with 4,381 RSAs; directors subject to 5x retainer ownership guideline and retention policy; compliance confirmed as of Dec 31, 2024 .
- Attendance and effectiveness: Board met 16 times in 2024; all directors ≥75% attendance; Risk Committee met 4 times; Brown attended the 2024 annual meeting alongside other directors .
- Potential conflicts and RED FLAGS:
- Basswood representation: Brown is Basswood’s representative with “director-by-deputization” status; resignation obligation triggers if Basswood’s net long falls below threshold; Basswood has a standstill and voting alignment commitments—mitigates activism risk but signals concentrated influence; monitor Basswood holdings and any changes in Cooperation Agreement terms .
- Related party considerations: Transactions with related persons require Audit Committee approval under policy; no family relationships among directors/executives .
- Overall: Brown brings investor perspective and financial services expertise to risk oversight; independence affirmed by Board; governance structures (clawbacks, ownership, no hedging/pledging, independent committees) support investor confidence, with Basswood-related influence a key area to monitor in the context of strategic decisions .