Fahmi Karam
About Fahmi Karam
Fahmi Karam is Upbound Group’s incoming Chief Executive Officer effective June 1, 2025 and has served as Executive Vice President — Chief Financial Officer since October 31, 2022; he is 46, holds a Bachelor’s degree and Master of Accounting from Baylor University, and is a CPA . During 2024 under his CFO leadership, Upbound delivered 8.2% year-over-year consolidated revenue growth to $4.3B and Adjusted EBITDA growth of 3.8% to $473.2M; three-year relative TSR ranked 45th percentile, vesting 75% of 2022 PSUs . The company’s 2024 annual bonus metrics paid at 100% of target (Adjusted EBITDA, Acima revenue, Rent-A-Center revenue) aligning pay with performance .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Upbound Group, Inc. | EVP — Chief Financial Officer | Oct 31, 2022 – May 31, 2025 | Led finance and capital allocation; supported growth in revenue and EBITDA; prepared for CEO succession |
| Santander Consumer USA | Chief Financial Officer | Not disclosed | Led finance at a major consumer finance company |
| Santander Consumer USA | Head of Pricing & Analytics | May 2018 – Sep 2019 | Drove pricing, analytics and underwriting rigor |
| Santander Consumer USA | EVP, Strategy & Corporate Development | Sep 2015 – May 2018 | Led strategy and corporate development initiatives |
| J.P. Morgan Investment Bank | Various roles | 12 years | Capital markets and corporate finance experience |
| Deloitte Audit Assurance Services | Auditor | 2 years | Audit and controls foundation |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Upbound Group, Inc. | Director (incoming) | Effective Jun 1, 2025 | Appointed as Director concurrently with CEO role; no committee memberships |
| Other public company boards | — | — | None disclosed |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $153,846 | $1,000,000 | $1,030,769 |
| Target Bonus (% of Salary) | Not disclosed | Not disclosed | 60% |
| Actual Bonus Paid ($) | $0 | $864,008 | $624,000 |
| CEO Employment Terms (effective 2025) | Amount/Term | Notes |
|---|---|---|
| Base Salary | $1,100,000 | Effective June 1, 2025 |
| Target Annual Bonus | 150% of base | Paid per plan timelines |
| Target Annual Equity | 450% of base grant-date fair value | 2025 award partially forfeitable if CEO role not assumed on transition date |
Performance Compensation
| Annual Incentive Metric (2024) | Weighting | Target | Actual | Payout for Metric | Vesting / Payout Outcome |
|---|---|---|---|---|---|
| Adjusted EBITDA | 50% | $500M | $489M | 97.7% | Cash bonus paid; overall plan: 100% of target |
| Rent-A-Center Segment Revenue | 25% | $1,897M | $1,863M | 98.2% | Cash bonus paid; overall plan: 100% of target |
| Acima Segment Revenue | 25% | $2,165M | $2,261M | 104.5% | Cash bonus paid; overall plan: 100% of target |
| Long-Term Incentive (structure) | Weighting | Design | Vesting |
|---|---|---|---|
| Performance Stock Units (PSUs) | 75% | 3-year relative TSR vs S&P 1500 Specialty Retail Index with 0–200% payout schedule | Cliff vest at end of 3-year measurement |
| Restricted Stock Units (RSUs) | 25% | Time-based | 1/3 per year over three years |
| 2024 Equity Grants (Karam) | Grant Date | Units (Target) | Units (Max) | Grant-Date Fair Value |
|---|---|---|---|---|
| PSUs | Feb 26, 2024 | 27,692 | 55,384 | $1,064,480 |
| RSUs | Feb 26, 2024 | 9,231 | — | $312,008 |
| 2022 PSUs Payout (Company-wide) | TSR Percentile | Payout | Notes |
|---|---|---|---|
| Jan 1, 2022 – Dec 31, 2024 | 45th percentile | 75% of target | Applies to executives active in 2022 award cohort |
Equity Ownership & Alignment
| Ownership Item | Detail |
|---|---|
| Total Beneficial Ownership (Apr 8, 2025) | 72,238 shares; less than 1% of outstanding |
| Shares Outstanding (record date) | 57,825,534 shares |
| Vested vs Unvested: RSUs | Unvested RSUs: 31,358 (11/04/2022 grant), 18,650 (02/24/2023), 9,231 (02/26/2024) |
| Unvested PSUs | 87,033 (three-year period ending 12/31/2025), 27,692 (ending 12/31/2026) |
| Options (exercisable/unexercisable) | None disclosed for Karam |
| 2024 Vested Stock Awards | 40,683 shares; value realized $1,242,349 |
| Hedging/Pledging Policy | Hedging and derivative transactions prohibited; pledging/margin accounts prohibited unless non-marginable treatment |
| Stock Ownership Guidelines | Guidelines apply to directors and senior executives; directors required to hold $400,000 in company stock; CEO subject to executive guidelines (amount not specified) |
Employment Terms
| Term | Provision |
|---|---|
| Employment Agreement | Effective Feb 19, 2025; at-will; CEO role begins Jun 1, 2025 |
| Severance (no CIC) | 2x sum of base salary + target bonus; paid over 24 months; pro rata bonus (actual); up to 24 months benefits; time-based equity accelerated (if >1 year from grant); PSUs continue on schedule subject to performance |
| Severance (with CIC, double trigger) | Same benefits; cash severance paid lump sum; pro rata bonus at target |
| Non-Compete | 2 years; U.S., Puerto Rico, Canada, Mexico, and other countries where Upbound does business |
| Non-Solicit | 2 years; clients and senior employees |
| Confidentiality/Non-Disparagement | Perpetual confidentiality; non-disparagement |
| Clawback Policy | Company-wide policy adopted Dec 1, 2023 for incentive compensation tied to financial reporting measures upon material restatement |
Board Governance
- Board service: Director effective June 1, 2025; not independent (employee director); no committee memberships .
- Board structure: Chairman and CEO roles separated; Jeffrey Brown serves as Independent Chairman .
- Executive sessions: Independent directors meet in executive session at each regularly scheduled quarterly in-person meeting .
- Director compensation: Employee directors (CEO) receive no director pay; non-employee directors compensated via cash retainers and DSUs .
Director Compensation (for Karam as Director)
- CEO (employee director) receives no director compensation .
Compensation Peer Group and Say-on-Pay
- 2024 Peer Group included comparable retail and consumer finance companies (e.g., Bread Financial, OneMain, PROG Holdings); adjustments expected for 2025–2026 benchmarking (removals/additions detailed) .
- Say-on-Pay approval: ~98% support in June 2024; Compensation Committee retained structure emphasizing performance-based pay .
Performance & Track Record
| Metric (FY 2024) | Value | Notes |
|---|---|---|
| Consolidated Revenue | $4.3B (+8.2% y/y) | |
| Adjusted EBITDA | $473.2M (+3.8% y/y) | |
| GAAP Diluted EPS | $2.21 | |
| Non-GAAP Diluted EPS | $3.83 | |
| Acima GMV | $1.8516B (+17.1% y/y) | |
| Rent-A-Center same store sales | +1.5% | |
| Leverage | Net debt/Adjusted EBITDA 2.7x; target 2.0x |
Risk Indicators & Red Flags
- Hedging/pledging prohibited under insider policy, reducing alignment risk associated with hedging or collateralization .
- Robust clawback policy compliant with SEC/Nasdaq rules .
- Double-trigger CIC vesting reduces single-trigger windfalls .
- Legal/regulatory matters addressed in company disclosures, with accruals reflected in special items; governance oversight via Audit & Risk Committee .
Investment Implications
- Alignment: 2024 incentives paid at 100% against transparent financial targets (EBITDA and segment revenues), and PSUs weighted 75% on relative TSR, signaling strong pay-for-performance design .
- Retention and selling pressure: Significant unvested RSUs/PSUs with multi-year schedules, and 2024 vesting of 40,683 shares (value $1.24M) suggests ongoing share deliveries that may create periodic selling to cover taxes; no options outstanding .
- Contract economics: CEO terms include market-competitive 2x salary+bonus severance with double-trigger CIC, continued PSU performance vesting post-termination, and a 2-year non-compete/non-solicit, reducing transition risk while preserving performance linkage .
- Governance: Separate chair/CEO mitigates dual-role concerns as Karam joins the board; employee directors receive no director pay; independence across committees remains intact .