Harold Lewis
About Harold Lewis
Harold Lewis (age 64) is an independent director of Upbound Group, Inc., serving since 2019, with 30+ years in financial services and mortgage lending and current role as President and Chief Operating Officer of BSI Financial Services . He is confirmed independent under Nasdaq rules, with no related-person transactions disclosed, and attended more than 75% of Board and committee meetings in 2024 . Committee assignments: Audit & Risk Committee member and Compensation Committee member; not a chair .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Nationstar Mortgage | President & COO | 2012–2015 | Grew servicing platform from $30B to $400B and originations from $1.8B to $25B; managed CFPB relationship |
| McKinsey & Company | Senior Advisor | 2016–2018 | Advisory work in financial services |
| Renovate America | CEO | Aug 2018–Jun 2019 | Led national home improvement fintech focused on energy-efficiency lending |
| Citi Mortgage; Fannie Mae; Resource Bancshares Mortgage Group; Nations Credit | Senior executive/C-suite roles | Various (prior to 2012) | Senior leadership across finance and operations |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| BSI Financial Services | President & COO | Current | Private mortgage industry company |
Board Governance
- Independence: Board determined Lewis is independent; Board maintains separation of Chair and CEO roles (independent Chair: Jeffrey Brown) .
- Committee service (2025 nominees): Audit & Risk; Compensation; no chair roles .
- Financial sophistication: Meets Nasdaq audit committee financial sophistication requirements; the audit committee financial expert is Jeffrey Brown .
- Attendance: All directors attended >75% of Board/committee meetings; Board met 8 times in 2024; Audit & Risk met 8; Compensation met 6 .
- Executive sessions: Independent directors meet in executive session at each quarterly in-person Board meeting .
- Related-party transactions: None reportable since Jan 1, 2024 .
- Cyber/tech oversight: New Cybersecurity, Technology and Innovation Committee formed Dec 4, 2024; Lewis not a member .
Fixed Compensation
| Component (2024) | Amount |
|---|---|
| Fees Earned or Paid in Cash | $108,625 |
| DSUs (grant-date fair value) | $145,000 |
| Other Compensation (dividend equivalents) | $31,856 |
| Total | $285,481 |
Director retainer structure (program-wide): Non-employee director cash retainer $85,000; Audit & Risk member fee $15,000; Compensation member fee $10,500; annual DSU award $145,000; Chairman and committee chair premiums as applicable .
Performance Compensation
- Annual director equity grant: DSUs valued at $145,000 for 2024 (increased from $132,500 in 2023); DSUs are fully vested at grant but shares are delivered only upon Board departure; no voting rights; dividend equivalents payable and may be deferred into additional DSUs with 25% company match on deferrals .
- Matching contributions: Company matches 25% on deferrals of cash retainers and DSU dividend equivalents into DSUs; Annual DSU grants are not eligible for matching .
- Directors have no performance-based equity (no PSUs/options for directors disclosed); program emphasizes equity alignment via DSUs and deferrals .
Other Directorships & Interlocks
| Company | Role | Interlock/Conflict |
|---|---|---|
| — | — | No other public company boards listed for Lewis; independence confirmed; no related-party transactions |
Note: Other UPBD directors hold external public company roles (e.g., Brown at Medifast; Marino at PRA Group; Langenstein at Caleres), but Lewis does not, limiting interlocks risk for him .
Expertise & Qualifications
- Deep consumer finance and mortgage servicing operations, regulatory experience (CFPB), and fintech leadership; relevant to Upbound’s consumer finance and lease-to-own segments .
- Board brings “financial technology knowledge” and experience with similar customer demographics as UPBD .
Equity Ownership
| Holder | Beneficial Ownership | % of Common Stock | Type |
|---|---|---|---|
| Harold Lewis | 27,561 shares | <1% | Comprised solely of DSUs |
- Stock ownership guidelines: Each non-employee director must hold at least $400,000 in UPBD common stock by the later of Dec 1, 2025 or five years after appointment; DSUs count toward compliance, and directors must retain 100% of equity compensation until service ends; hedging and pledging prohibited (with limited margin exceptions for non-marginable accounts) .
- Compliance status for individual directors not disclosed .
Governance Assessment
- Strengths: Confirmed independence; high attendance; robust committee work; clawback policy for incentive comp; prohibition on hedging/pledging; majority voting for directors; annual elections; investor outreach; strong 2024 say-on-pay support (98%) .
- Compensation alignment for directors: Mix of cash retainer plus mandatory equity retention via DSUs and deferrals promotes skin in the game; matching on deferrals increases long-term alignment .
- Conflicts: No related-party transactions; external role at BSI Financial Services disclosed without reportable dealings with UPBD .
- RED FLAGS: None observed for Lewis—no low attendance, no related-party exposure, no Section 16 delinquencies reported .
Compensation Committee Analysis
- 2024 Compensation Committee members: Glenn Marino (Chair), Molly Langenstein, Harold Lewis; committee entirely independent .
- Independent consultant: Korn Ferry engaged for market reviews and peer benchmarking; program retained structure into 2025 .
- Interlocks: No compensation committee interlocks or insider participation disclosures requiring 404(a) reporting .
Insider Trades
| Item | Disclosure |
|---|---|
| Section 16(a) Compliance | Company reports all required SEC stock ownership reports were timely filed for 2024; no delinquencies |
(Proxy does not list individual Form 4 transactions for directors; no delinquent filings reported.)
Appendix: Program-Wide Governance and Compensation References
- Director compensation program details (retainers, DSUs, matching, guidelines) .
- Board structure, independence determinations, and policies .
- Committee charters and oversight scope (Audit & Risk; Compensation; Nominating & Corporate Governance; Cybersecurity, Technology and Innovation) .
- Investor outreach and say-on-pay outcomes .