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Lakhbir S. Lamba

Lakhbir S. Lamba

President and Chief Executive Officer at Regional Management
CEO
Executive
Board

About Lakhbir S. Lamba

Lakhbir S. Lamba was appointed President and Chief Executive Officer of Regional Management Corp. (NYSE: RM) and a member of the Board of Directors effective November 10, 2025; he is 51 and brings nearly 30 years of consumer lending experience, including leadership of PNC’s Consumer Lending & Analytics (team of ~2,000; ~$32B in assets under management). He holds a B.Tech. in Mechanical Engineering from the Indian Institute of Technology and an MBA (Finance & Strategy) from Purdue University’s Krannert School of Management . For context on incentive rigor at RM, 2024 annual bonuses paid at 112% of target on quantitative outperformance, while cumulative 2022–2024 TSR was -26.3%, driving a 64% payout for 2022 PRSUs; policies include double‑trigger CIC, clawbacks, and hedging/pledging prohibitions .

Past Roles

OrganizationRoleYearsStrategic impact
PNC Financial Services Group, Inc.EVP, Head of Consumer Lending & AnalyticsJun 2017 – Mar 2025Oversaw ~2,000 employees and managed a ~$32B portfolio of total assets .
PNC Financial Services Group, Inc.EVP, Retail Lending, Asset Resolution Team & AnalyticsApr 2012 – Jun 2017Senior leadership across retail lending, analytics, and asset resolution .

External Roles

OrganizationRoleYearsNotes
No other public company directorships disclosed in the company’s 8‑K biography or press releases reviewed .

Board Service (RM)

  • Appointed to RM’s Board effective Nov 10, 2025; the Board will nominate him for election at the 2026 annual meeting per the offer letter .
  • Board leadership is separate: the Chair is Carlos Palomares; committees (e.g., Compensation) are composed of independent directors under NYSE criteria, mitigating dual‑role concerns .
  • Employees serving as directors receive no separate director compensation at RM (no board or committee retainers/equity) .

Fixed Compensation

ComponentTermsEffective/TimingSource
Base Salary$550,000 annuallyEffective at commencement (on/about Nov 10, 2025)
Signing Bonus (in lieu of 2025 STI)$150,000 (less withholdings)2025
2026 Target Annual Incentive150% of base salaryPlan year 2026

Performance Compensation

Long‑Term Equity (Inducement Awards under NYSE 303A.08)

Award typeGrant timingGrant valueVesting schedulePerformance metricNotes
Restricted Stock Award (RSA)Granted Nov 10, 2025$350,000Vests in 3 equal annual installments on each of the first, second, and third anniversaries of grant (i.e., Nov 10, 2026/2027/2028) or per award agreementService-basedInducement award in lieu of 2025 LTI .
Restricted Stock Award (RSA)Expected during fiscal quarter ending Mar 31, 2026$1,250,000Vests in equal installments on Dec 31, 2026/Dec 31, 2027/Dec 31, 2028Service-basedInducement component of 2026 LTI .
Performance RSU (PRSU)Expected during fiscal quarter ending Mar 31, 2026$1,250,000Cliff vest Dec 31, 2028 (if earned)Performance criteria established by HRCC prior to grantInducement component of 2026 LTI .

Short‑Term Incentive Design (Company context)

PlanMetric designWeighting/rigor2024 outcome
Annual cash incentive (company-wide program)Metrics include pre‑provision net income, average finance receivables, net credit losses as % of AFR, pre‑provision ROA, G&A as % of total revenue, plus qualitative execution assessmentProgram is entirely performance‑based; rigorous, primarily quantitative criteria2024 bonuses paid at 112% of target on quantitative outperformance .

Equity Ownership & Alignment

Policy/StatusDetails
CEO Ownership Guideline5x annual base salary; others NEOs 2x salary; directors 5x annual cash retainer .
Holding RequirementMust retain 50% of net shares from vesting/exercise for at least 12 months and until ownership guideline met .
Hedging/PledgingProhibited under Code of Ethics and Stock Ownership & Retention Policy .
Director Pay for EmployeesEmployees serving as directors receive no separate board/committee compensation .
Compliance (Company as of 12/31/24)All directors (excluding newly appointed Ms. Booth in Mar 2025) and covered employees were in compliance with guidelines (context prior to Lamba’s start) .
Initial Section 16 SetupPower of Attorney filed to facilitate Form 3/4/5 and related SEC filings (dated Oct 30, 2025; filed Nov 12, 2025) .

Note: Lamba’s initial beneficial ownership (Form 3) and any pledge/hedge disclosures were not included in the filings reviewed here; update when Form 3/4s post .

Employment Terms

TermSummary
Employment Start/At‑WillCommences on/about Nov 10, 2025; employment is at‑will .
Severance & CIC ParticipationEligible under RM Executive Severance and Change in Control Plan with Severance Multiple and CIC Multiple of 2.0 (definitions per plan) .
CIC Vesting MechanicsCompany and award agreements include double‑trigger change‑in‑control provisions (no single‑trigger equity vesting) .
Restrictive CovenantsSubject to confidentiality, non‑competition, non‑solicitation, non‑disparagement and other covenants per Severance Plan/agreements .
Governing Law/ForumDelaware law; disputes tried without jury in SC state courts or U.S. District Court in Greenville, SC .
Board Appointment/NominationAppointed to Board effective ~Nov 10, 2025; to be nominated for stockholder election at 2026 annual meeting .

Governance, Say‑on‑Pay, and Compensation Committee Context

ItemDetail
2024 Say‑on‑Pay support~68% support in 2024 (vs. >94% each of prior three years); Board/Comp Committee engaged holders and increased rigor of 2024 PRSU TSR thresholds .
Committee independenceHR & Compensation Committee consists solely of NYSE‑independent directors (Chair: Steven J. Freiberg) and uses an independent consultant (FW Cook) .

Performance & Track Record

  • Background achievements: At PNC, Lamba oversaw a team of ~2,000 and a ~$32B consumer lending portfolio, with emphasis in consumer credit, digital/tech platform development, branch sales/service, analytics, and product management .
  • Company performance context: RM’s 2024 annual incentive metrics were exceeded (112% of target payout), while 2022–2024 absolute TSR was -26.3% leading to a 64% payout on 2022 PRSUs; 2024/2025 compensation changes reflected investor feedback for higher rigor .

Risk Indicators & Red Flags

  • 2024 say‑on‑pay at 68% signals shareholder scrutiny of pay design; Board responded by enhancing PRSU TSR thresholds and continued outreach .
  • Hedging/pledging prohibited; clawback policies in place; no excise tax gross‑ups; double‑trigger CIC—generally supportive of alignment and risk controls .
  • 8‑K states no related‑party transactions involving Lamba reportable under Item 404(a); no family relationships disclosed .

Compensation Structure Analysis (signals)

  • 2025 compensation tilts toward equity via inducement RSAs and PRSUs; 2026 design includes a high at‑risk cash incentive (150% of salary target) plus sizable performance‑based equity, strengthening pay‑for‑performance alignment .
  • PRSU cliff vest on 12/31/2028 introduces multi‑year performance horizon; RSA tranches on 12/31/26–12/31/28 smooth potential selling pressure but are further moderated by 12‑month 50% post‑vest holding and ownership guidelines .

Investment Implications

  • Alignment: High at‑risk pay (150% STI target; 50% PRSU in 2026 LTI) and prohibitions on hedging/pledging, plus ownership/holding requirements, support long‑term alignment; double‑trigger CIC and clawbacks add governance protection .
  • Retention/selling pressure: Three‑year RSA vesting (2025–2028) and PRSU cliff in 2028 create meaningful unvested equity; the 12‑month post‑vest hold on 50% of shares should dampen near‑term selling pressure post‑vest .
  • Governance watch items: The 2024 say‑on‑pay dip (68%) elevates ongoing scrutiny; the Board’s response (higher PRSU TSR hurdles, investor outreach) is constructive—monitor 2026 program specifics and subsequent say‑on‑pay results .
  • Execution focus: Lamba’s deep consumer lending/analytics background and scaled PNC experience are well‑matched to RM’s model; early indicators of performance will be design/targets for 2026 STI/PRSU, credit quality management, and technology leverage for profitable growth .