Manish Parmar
About Manish Parmar
Manish Parmar (age 47) is Executive Vice President and Chief Credit Risk Officer of Regional Management Corp. (RM), serving since January 6, 2020. He has 20 years of credit and financial experience, previously Chief Credit & Analytics Officer at Conn’s and Head of Consumer Credit Risk Management at Discover Financial Services; he holds a Bachelor of Chemical Engineering (University of Mumbai) and an MBA (University of Houston, Bauer) . Company performance context: 2024 revenue was $589M (+6.7% YoY), net income $41.2M, diluted EPS $4.14; the 2022–2024 cumulative TSR was −26.3%, leading to below-target vesting of 2022 PRSUs at 64% of target .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Conn’s, Inc. | Chief Credit & Analytics Officer | 2018–2019 | Led credit risk and analytics; oversaw credit strategy and modeling |
| Discover Financial Services | Senior management roles; ultimately Head of Consumer Credit Risk Management | 2013–2018 | Managed consumer credit risk, analytics, partnerships, and modeling |
External Roles
No current public company board roles are disclosed for Mr. Parmar in RM’s proxy; background is limited to prior operating roles noted above .
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | $363,000 | $363,000 | $363,000 |
| Stock Awards ($) | $544,955 | $544,967 | $544,976 |
| Non-Equity Incentive (Annual Bonus) ($) | $405,038 | $458,700 | $407,649 |
| All Other Compensation ($) | $34,590 | $74,384 | $63,122 |
| Total Compensation ($) | $1,347,583 | $1,441,051 | $1,378,747 |
| 2024 Annual Incentive Details | Value |
|---|---|
| Eligible Base Salary | $363,000 |
| Target Bonus (% of Salary) | 100% |
| Target Award | $363,000 |
| Actual Award (payout at 112.3%) | $407,649 |
| 2024 All Other Compensation Breakdown | $ |
|---|---|
| Dividends | 36,412 |
| 401(k) Plan Match | 13,800 |
| Optional Health Screening | 3,696 |
| Mobile Phone Allowance (ended after May 2024) | 375 |
| Long-Term Disability Insurance Benefits | 8,839 |
| Total | 63,122 |
| 2025 Base & Target Bonus (set by Compensation Committee) | Value |
|---|---|
| Base Salary | $363,000 |
| Target Bonus (% of Salary) | 100% |
| Target Award | $363,000 |
Performance Compensation
| 2024 Annual Incentive Program (Company-Level) | 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 ($000s) | 1,617,580 | 1,797,311 | 1,977,042 | 1,788,481 | 15.0% | 14.6% |
| Net Credit Losses (% of AFR) | 12.33% | 10.72% | 9.11% | 11.19% | 15.0% | 12.8% |
| G&A Expense (% of Revenue) | 46.53% | 43.28% | 40.03% | 42.09% | 15.0% | 17.8% |
| Qualitative Execution | N/A | N/A | N/A | Paid 100% | 25.0% | 25.0% |
| Total Payout | 100.0% | 112.3% |
| Long-Term Incentive Awards | Design/Metric | Vesting/Period | Notable Terms |
|---|---|---|---|
| 2024 PRSUs | Absolute cumulative TSR; target requires +20% TSR; 0–150% payout | Vests Dec 31, 2026; performance period through Jun 3, 2027; 1-year holding post-vest | Threshold TSR improved to −20%; payout schedule linearly interpolated |
| 2025 PRSUs | Relative TSR vs custom 131-company financials peer group; target at 55th percentile; 50–150% payout | Vests Dec 31, 2027; 1-year holding post-vest | Additive modifier ±20% based on average pre-provision ROA (max total 170%) |
| 2022 PRSUs (results) | Absolute TSR over 3 years | Earned 64.1% of target; −26.3% cumulative TSR for 2022–2024 | Vested shares subject to 1-year holding (to Dec 31, 2025) |
| 2024 Grants to Manish Parmar | Grant Date | Shares/Units | Grant-Date Fair Value ($) |
|---|---|---|---|
| PRSUs (target) | 6/3/2024 | 10,396 | 272,479 |
| PRSUs (max) | 6/3/2024 | 15,594 | — |
| RSAs | 6/3/2024 | 9,663 | 272,497 |
Vesting schedules:
- RSAs vest one-third on each of Dec 31, 2024, Dec 31, 2025, Dec 31, 2026 (service-based) .
- 2024 PRSUs vest Dec 31, 2026 with a performance period through Jun 3, 2027 and a 1-year holding to Dec 31, 2027 .
- 2023/2022 RSAs vest annually over three years (Dec 31, 2023–2025; Dec 31, 2022–2024, respectively) .
Equity Ownership & Alignment
| Beneficial Ownership (as of Apr 2, 2025) | Number of Shares | % Outstanding |
|---|---|---|
| Manish Parmar | 82,076 | <1.0% |
| Note: includes options counted as beneficially owned (23,109 shares exercisable within 60 days) | — | — |
| Options included (exercisable within 60 days) | 23,109 | — |
| Outstanding Equity & Options (12/31/2024) | Count | Terms |
|---|---|---|
| Options (Exercisable) | 10,442 @ $29.18, exp. 01/06/2030 | In-the-money based on $33.98 close on 12/31/2024 |
| Options (Exercisable) | 12,667 @ $30.22, exp. 02/04/2031 | In-the-money based on $33.98 close on 12/31/2024 |
| Unvested RSAs | 2,976 and 6,442 shares (2023/2024 cycles) | Vest on Dec 31, 2024–2026 |
| Unearned PRSUs | 3,351; 8,410; 10,396 (2019–2024 grant cycles, as shown) | Performance-contingent; see program details |
Ownership policy and retention:
- Executives (including NEOs) must hold stock equal to 2× annual base salary; directors 5× cash retainer; CEO 5× salary .
- Required to retain 50% of net shares from vesting/exercise for at least 12 months and until ownership guidelines are met; all covered employees were in compliance as of Dec 31, 2024 .
- Prohibition on hedging and pledging of RM stock; retention shares cannot be pledged .
Employment Terms
| Plan/Agreement | Key Provisions | Economics |
|---|---|---|
| Executive Severance & Change in Control Plan (adopted Apr 6, 2023; initial term to Apr 6, 2026) | Applies to NEOs with Participation Agreements; includes non-compete, non-solicit, confidentiality, non-disparagement; Board/Comp Committee may extend term | — |
| Qualifying Termination (without CIC): by Co. without cause or by executive for good reason | Payment in lieu of 30 days’ notice; base salary continuation; average bonus; benefits per plan; restrictive covenants apply | For NEOs other than CEO: 1× salary plus 1× average bonus over 12 months |
| Change in Control (double-trigger): termination within 6 months before or 1 year after CIC | Same cash severance framework with CIC multiple; full accelerated vesting at target for PRSUs; full acceleration for RSAs/RSUs/options (subject to double-trigger) | 2× multiple for all NEOs under CIC context |
| Equity Award Treatment (no cause/good reason/disability/death) | Pro-rata accelerated vesting for options and RSAs/RSUs; PRSUs pro-rata vest based on actual performance over full period | — |
| Non-Compete & Non-Solicit | Non-compete and non-solicit apply during employment and generally for 1 year post-termination (2 years for CEO) | — |
| Clawbacks | Dodd-Frank compliant clawback (3-year recovery if restatement); supplemental clawback for covenant violations or other issues; no excise tax gross-ups |
Compensation Structure Analysis
- Mix and rigor: Majority of variable pay via performance-based STI and PRSUs; 2024 STI paid at 112.3% from quantitative outperformance and qualitative objectives; 2022 PRSUs vested at 64.1% reflecting −26.3% cumulative TSR 2022–2024, demonstrating downside sensitivity .
- Program changes: In response to 2024 say-on-pay (68% support), PRSU threshold/target TSR were tightened in 2024; 2025 PRSUs moved to relative TSR with an ROA modifier, requiring above-median relative TSR for target payout .
- Peer benchmarking: Peer group updated in 4Q24; no fixed percentile target; design seeks competitive base salaries and performance-levered incentives .
Investment Implications
- Alignment: Ownership guidelines (2× salary) plus mandatory 12-month post-vesting retention and anti-hedging/pledging policies support alignment and mitigate immediate selling; PRSUs have an additional 1-year holding period post-vest .
- Near-term selling pressure: Multiple RSA tranches vesting Dec 31, 2025 and Dec 31, 2026, and in-the-money options (strikes $29.18/$30.22 vs $33.98 on 12/31/2024) could create trading activity; retention rules curtail disposals of net shares for 12 months .
- Pay-for-performance sensitivity: 2022 PRSU payout at 64.1% and tightened 2024/2025 PRSU conditions indicate stronger linkage to shareholder outcomes, but negative 3-year TSR underscores execution risk in credit quality, growth, and expense control .
- Retention risk: Severance plan provides 1× salary/bonus (non-CIC) and 2× (CIC) with double-trigger equity acceleration—market-typical protections that reduce near-term departure risk but could be costly in a CIC scenario .
- Performance levers: STI metrics (pre-provision net income/ROA, AFR growth, net credit losses, G&A/Revenue) highlight key drivers; continued improvement in pre-provision ROA and credit losses will directly influence annual bonuses and relative TSR + ROA-modified PRSU vesting .
Overall, Parmar’s package emphasizes credit discipline and profitability targets, with vesting structures and retention policies that moderate immediate selling and align incentives; the shift to relative TSR and ROA in 2025 materially strengthens pay-performance alignment amid prior TSR underperformance .