Glenn Marino
About Glenn Marino
Independent director with 40 years in consumer retail finance; age 68; director since February 2020. He previously served as Executive Vice President, CEO — Payment Solutions and Chief Commercial Officer at Synchrony Financial (2014–2018), and before that held CEO roles within GE’s North American retail finance businesses and Monogram Credit Services; earlier roles included finance, credit risk, marketing at GE and Citibank . He is independent under Nasdaq rules and currently serves as Compensation Committee Chair; also sits on the Cybersecurity, Technology & Innovation and Nominating & Corporate Governance committees; he is a director of PRA Group, Inc. since March 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Synchrony Financial, Inc. | EVP; CEO — Payment Solutions; Chief Commercial Officer | 2014–2018 | Senior leadership in retail finance growth and partnerships |
| GE (North American retail finance) | CEO — Payment Solutions; Chief Commercial Officer | 2012–2013 | Led product and commercial strategy |
| GE (Sales Finance) | CEO — Sales Finance | 2001–2011 | Ran private-label and installment finance businesses |
| Monogram Credit Services (GE/BankOne JV) | CEO | 1999–2001 | JV leadership in consumer credit |
| GE; Citibank | Various roles (finance, BD, credit risk, marketing) | Pre-1999 | Built multi-disciplinary consumer finance expertise |
External Roles
| Company | Role | Start | Notes |
|---|---|---|---|
| PRA Group, Inc. | Director | March 2024 | Public company board; committee roles not specified in UPBD proxy |
Board Governance
- Structure and independence: UPBD separates Chair and CEO; Jeffrey Brown is independent Chair; all non-employee directors (including Marino) are independent per Nasdaq rules; no transactions/relationships noted for independence determinations .
- Committee assignments (2024): Marino chaired Compensation; was member of Nominating & Corporate Governance; member of Cybersecurity, Technology & Innovation after its creation (Dec 4, 2024); he stepped down from Audit & Risk after Hetrick’s resignation .
- Meetings and attendance: 2024 Board met 8 times; all directors attended >75% of Board and committee meetings; all then-serving directors attended the 2024 annual meeting; independent directors hold executive sessions at each regular quarterly in-person meeting .
- 2024 committee meeting counts: Audit & Risk (8), Compensation (6), Nominating & Corporate Governance (5), Cybersecurity, Technology & Innovation (0 in 2024 due to year-end formation) .
- Risk and oversight processes include annual Board/committee self-evaluations via third party; dedicated cybersecurity oversight by the new committee; enterprise risk oversight across operational, financial, regulatory risks .
Fixed Compensation (Director)
- Program design
- Annual DSU award of $145,000; annual cash retainers with option to defer into DSUs; company matches 25% on deferrals of cash retainers and DSU dividends; DSUs fully vested; shares issued only upon board service end .
- 2024 retainer schedule: All non-employee directors $85,000; Chair of Board additional $200,000; committee chairs/members retainers as below .
| 2024 Director Cash Retainers | Amount (USD) |
|---|---|
| All Non-Employee Directors | $85,000 |
| Chairman of the Board | $200,000 |
| Audit & Risk Chair | $27,500 |
| Audit & Risk Member | $15,000 |
| Compensation Chair | $25,000 |
| Compensation Member | $10,500 |
| Nominating & Corp Gov Chair | $20,000 |
| Nominating & Corp Gov Member | $10,000 |
| Cybersecurity, Tech & Innovation Chair | $20,000 |
| Cybersecurity, Tech & Innovation Member | $10,000 |
- Marino’s reported 2024 director compensation
| Component (2024) | Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash | $25,627 |
| DSUs (grant date fair value) | $315,480 |
| Other Compensation (dividend equivalents) | $15,467 |
| Total | $356,574 |
- Director stock ownership guideline: Each non-employee director should hold at least $400,000 in UPBD common stock by the later of December 1, 2025 or five years after initial appointment; directors must retain 100% of equity compensation (DSUs) until shares are issued at board departure .
Performance Compensation (Committee Oversight)
Non-employee directors do not receive performance-based pay; the Compensation Committee (chaired by Marino) sets executive incentives. 2024 NEO annual incentive metrics and outcomes:
| Metric | Weight | Threshold | Target | Max | 2024 Performance | Payout vs Target |
|---|---|---|---|---|---|---|
| Adjusted EBITDA (USD) | 50% | < $425m | $500m | ≥ $575m | $489m | 97.7% |
| Rent-A-Center Segment Revenue (USD) | 25% | < $1.821b | $1.897b | ≥ $1.973b | $1.863b | 98.2% |
| Acima Segment Revenue (USD) | 25% | < $2.035b | $2.165b | ≥ $2.295b | $2.261b | 104.5% |
- LTIP design: PSUs (75%) vest on 3-year relative TSR vs S&P 1500 Specialty Retail; RSUs (25%) vest ratably over 3 years . 2022 PSU cycle vested at 75% based on 3-year TSR percentile (29/52) .
- Say-on-Pay support: ~98% approval in June 2024; in 2025, SOP vote passed with 46,396,548 For / 866,171 Against / 110,931 Abstain (broker non-votes 5,029,686) .
Other Directorships & Interlocks
| Company | Role | Interlocks/Notes |
|---|---|---|
| PRA Group, Inc. | Director | No UPBD compensation committee interlocks/insider participation disclosed for 2024; committee members were independent; no Item 404(a) relationships |
Expertise & Qualifications
- Deep consumer retail finance experience across credit products, business development, and regulatory interfaces; long-tenured CEO-level roles in sales finance/payment solutions .
- Board determined Marino meets “financial sophistication” requirements for Nasdaq audit committee members (though he is no longer on A&R) .
- As Compensation Chair, oversees use of independent consultant (Korn Ferry) and market-based peer benchmarking; 2025 peer changes included removing Big Lots (bankruptcy) and adding Enova International and The ODP Corporation; future changes contemplated for Aaron’s (go-private) and Conn’s (bankruptcy) .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial Ownership (as of Apr 8, 2025) | 44,929 shares; less than 1% outstanding |
| Ownership guideline | $400,000 by later of Dec 1, 2025 or 5 years after appointment; DSUs must be held until board departure |
| Hedging/Pledging policy | Hedging/derivatives prohibited; pledging/margining prohibited unless securities treated as non-marginable by broker |
| Section 16 compliance | Company believes all 2024 director/officer filings were timely |
Insider transactions (Form 4 excerpts):
- 4/01/2024: Acquired 805 Director Deferred Stock Units (DSUs) at $35.21; DSUs fully vested; one share issued upon end of board service .
- 10/01/2024: Acquired 1,159 DSUs at $31.99; same terms .
- 01/06/2025 and 01/10/2025: Additional Form 4 filings reported for DSUs (company filing portals) .
- 10/21/2025 (filed 10/23/2025): Form 4 filed by Marino (details in filing) .
Governance Assessment
- Positives
- Independent director, high-relevance domain expertise (consumer finance), and “financial sophistication” designation; chairs a core committee (Compensation) .
- Clear independence (no related-person transactions reported since Jan 1, 2024) and robust insider trading restrictions (no hedging; restricted pledging) support alignment .
- Strong shareholder support for compensation program (~98% SOP in 2024; SOP passed in 2025), and structured investor outreach (~70% of outstanding common stock contacted in 2024) .
- Active oversight: board self-evaluations; dedicated cybersecurity/technology oversight via new committee; frequent executive sessions .
- Watch items
- Director compensation skews heavily to DSUs, aligning with shareholders but includes a 25% company match on deferrals/dividends, which increases program cost; still common in mid-cap programs and retains alignment via mandatory holding until departure .
- Multiple committee memberships may concentrate influence; however, independence affirmed and committee workloads disclosed (2024 meetings: Comp 6; N&CG 5; Cyber 0) .
Supplemental: Committee Composition Snapshot (2024)
| Committee | Role |
|---|---|
| Compensation | Chair (joined as chair after Feb 29, 2024) |
| Nominating & Corporate Governance | Member |
| Cybersecurity, Technology & Innovation | Member |
Say-on-Pay & Shareholder Feedback
| Item | Result |
|---|---|
| Say-on-Pay (June 2024) | ~98% approval; cited by committee as endorsement of program |
| Say-on-Pay (June 3, 2025) | Votes For 46,396,548; Against 866,171; Abstain 110,931; Broker Non-Votes 5,029,686 |
| Investor Outreach (2024) | Reached out to holders of ~70% of outstanding shares; no major changes to programs following feedback |
Related Party Transactions
- Reportable transactions since Jan 1, 2024: None involving directors, officers, >5% holders or immediate family members (Item 404(a)) .
- Compensation Committee interlocks: None disclosed; members independent; no insider participation conflicts .
Compensation Peer Group (for executive benchmarking overseen by Marino’s committee)
| Year | Peer Group Notes |
|---|---|
| 2024 | Peer companies included Aaron’s, Bread Financial, Brinker, FirstCash, H&R Block, La-Z-Boy, OneMain, PROG, Sally Beauty, Western Union, Conn’s, Big Lots . |
| 2025 updates | Remove Big Lots (bankruptcy); add Enova International and The ODP Corporation; anticipating removal of Aaron’s (go-private) and evaluating removal of Conn’s (bankruptcy) for 2026 benchmarking . |
Equity & Clawback Policies
- Executive and director ownership guidelines (executives: CEO 5x salary; EVPs 3x) and director $400k guideline; hedging/pledging restricted as noted; clawback policy (effective Dec 1, 2023) requires recovery of incentive comp tied to financial reporting measures upon restatement .