Hal Khouri
About Hal Khouri
Executive Vice President and Chief Financial Officer of Upbound Group, Inc. (effective November 10, 2025). Age 55; Bachelor of Commerce in Accounting from the University of Ottawa; Chartered Public Accountant. Over 30 years in consumer banking, financial services, leasing, retail, consulting, and government, with CFO roles at goeasy Ltd., Walmart Canada Bank (Fairstone) and JPMorgan Chase Canada Bank . Company performance context: 2024 revenue $4.3B (+8.2% Y/Y) and Adjusted EBITDA $473.2M (+3.8% Y/Y); GAAP diluted EPS $2.21; Non-GAAP diluted EPS $3.83 . Q3 2025 highlights: consolidated revenue +9.0% Y/Y to ~$1.2B; Acima GMV +11.0% and revenue +10.4% Y/Y; Brigit revenue +40.2% Y/Y; YTD operating cash flow ~$264M; tightened FY25 non-GAAP diluted EPS guidance to $4.05–$4.15 . Relative TSR PSUs granted in 2022 vested at 75% based on 45th percentile vs S&P 1500 Specialty Retail over three years .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| goeasy Ltd. (TSX: GSY) | EVP & CFO | Aug 2019–Nov 2025 | Led finance for a leading non-prime consumer leasing/lending provider, including capital markets, treasury, IR |
| Walmart Canada Bank (Fairstone Bank of Canada) | CFO | — | Senior financial leadership in consumer banking |
| JPMorgan Chase Canada Bank | CFO | — | CFO leadership; governance and strategic planning |
| MBNA Canada | Senior roles | — | Audit, taxation, corporate development |
| Deloitte | Senior roles | — | Audit and financial expertise |
| Ontario Ministry of Finance | Senior roles | — | Government finance experience |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No public company directorships disclosed |
Fixed Compensation
| Component | Detail |
|---|---|
| Base Salary | $675,000 per year |
| Target Annual Cash Bonus | 60% of base salary; eligible starting March 2026 with FY2025 prorated (assumed nine months of service) |
| Sign-on Equity (RSU) | One-time RSU grant valued at $1,500,000; vests pro rata in equal annual installments over three years |
| Ongoing LTIP Eligibility | Beginning Feb 2026, annual LTIP award valued at 170% of base salary |
| Benefits/Perqs | Eligible for medical, dental, life insurance, 401(k), Deferred Compensation Plan; relocation assistance ; limited perqs; no tax gross-ups except certain relocation expenses |
| Clawback Policy | Amended effective Dec 1, 2023 to recover incentive comp tied to financial reporting measures upon a required restatement |
| Hedging/Pledging Policy | Prohibits hedging/derivatives, short sales, and pledging/margin accounts unless non-marginable |
Performance Compensation
| Metric | Weighting | 2024 Target | 2024 Actual | Payout (% of Target) | Vesting/Notes |
|---|---|---|---|---|---|
| Consolidated Adjusted EBITDA | 50% | $500M | $489M | 97.7% | Annual cash incentive; payouts approved Feb 2025 |
| Rent-A-Center Segment Revenue | 25% | $1,897M | $1,863M | 98.2% | Annual cash incentive |
| Acima Segment Revenue | 25% | $2,165M | $2,261M | 104.5% | Annual cash incentive |
| PSUs (Relative TSR vs S&P 1500 Specialty Retail) | 75% of LTIP mix | Percentile grid (50%→100% payout; 90%→200%) | 45th percentile for 2022 grant measured 2022–2024 | 75% vested | Cliff vest after 3 years based on relative TSR |
| RSUs (Time-based) | 25% of LTIP mix | — | — | — | Vest one-third annually over 3 years |
Notes:
- Upbound maintains rigorous target setting and a pay-for-performance structure; 2024 annual bonuses paid at 100% of target for NEOs .
- Beginning 2024, PSU conversion uses only stock price (no discount factor) and PSU mix increased to 75% to preserve number of PSUs granted .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Initial Beneficial Ownership | Form 3 filed Nov 10, 2025 shows 0 shares of common stock beneficially owned |
| Ownership as % of Shares Outstanding | 0% (0 of 57,825,534 shares outstanding as of Apr 8, 2025) |
| Vested vs Unvested | Sign-on RSUs unvested; will vest in equal annual tranches over three years |
| Options | Company discontinued granting options as of 2021; no option grants to executives under current program |
| Hedging/Pledging | Prohibited by insider trading policy (derivatives, short sales, margin/pledging except non-marginable) |
| Ownership Guidelines (EVP) | Must own 3x annual base salary by the later of Dec 1, 2025 or five years after appointment; unvested time-based RSUs count; PSUs and unexercised options do not |
| Deferred Compensation | Eligible for Deferred Compensation Plan |
Employment Terms
| Provision | Detail |
|---|---|
| Offer Letter | EVP–CFO effective Nov 10, 2025; compensation and benefits per Fixed Compensation above |
| Executive Transition Agreement | EVP Executive Transition Agreement to be executed at start date |
| Severance (without Cause; not in CoC) | Unpaid earned base salary; pro-rata bonus (unless termination prior to April 1); 1.5x highest annual salary in past 24 months (and for certain roles, 1.5x average bonus for prior two years), paid in installments; up to 18 months health coverage; release required; 280G cutback if applicable |
| Change-in-Control (double-trigger) | If terminated without cause or for good reason in window from 6 months pre-CoC to 24 months post-CoC: unpaid salary; pro-rata bonus; 2.0x highest annual salary (and for certain roles, 2.0x average bonus), lump sum; up to 24 months health coverage; 280G cutback if applicable |
| Equity Treatment (2021 Plan) | Double-trigger acceleration on qualifying termination post-CoC; PSUs deemed earned at greater of target or actual performance through CoC, continue subject to time-based vesting unless terminated; RSU vesting rules for death/disability; cancellation upon other termination absent CoC |
| Non-Compete/Non-Solicit | Loyalty and Confidentiality Agreements provide non-compete and non-solicit during employment and for 1.5–2 years thereafter |
| Clawback | SEC/Nasdaq-compliant clawback policy effective Dec 1, 2023 |
| Perquisites | Limited perqs including annual executive physical; no tax gross-ups other than certain relocation-related expenses |
Investment Implications
- Alignment and upside sensitivity: Compensation structure is heavily variable and equity-centric (PSUs 75% of LTIP with three-year TSR vs S&P 1500 Specialty Retail), indicating strong alignment to shareholder returns and discouraging short-termism . Hedging/pledging prohibitions and ownership guidelines (EVP 3x salary within guideline window) further reinforce alignment, though initial Form 3 shows zero common shares at appointment; the $1.5M sign-on RSU mitigates near-term alignment gap as it vests over three years .
- Retention risk and selling pressure: Three-year pro rata vesting on sign-on RSUs and annual LTIP cadence reduce near-term attrition risk; absence of options and prohibition on pledging likely limit forced-selling dynamics. No Form 4 sales to date; initial filing indicates no common stock holdings at appointment, so near-term insider selling pressure is minimal .
- Incentive levers tied to operating performance: Annual bonus metrics focus on Adjusted EBITDA and segment revenues (Acima, Rent-A-Center) with rigorous targets; recent company results show multi-brand growth (Acima and Brigit) and tightened EPS guidance, which should tie directly to payout outcomes for FY2025/2026 programs as Khouri influences capital allocation, risk management, and enterprise optimization .
- Downside protections and CoC economics: Standard double-trigger CoC severance (2.0x salary; health continuation; equity acceleration mechanics) and non-compete (up to two years) are market-consistent—sufficient to retain, but not overly generous; 280G cutback reduces shareholder-unfriendly tax gross-ups exposure . Strong say-on-pay (98% in 2024) and independent consultant use (Korn Ferry) suggest low governance risk around pay practices .
Overall: Khouri’s package emphasizes long-term TSR and enterprise performance with disciplined governance (clawback, anti-hedging/pledging, ownership guidelines). With UPBD’s recent topline momentum (Acima, Brigit) and cash generation, CFO execution on risk, credit, and capital allocation is the critical driver of incentive outcomes and shareholder returns in the next 12–24 months .