Other definitive proxy statements



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UNITED STATES




SECURITIES AND EXCHANGE COMMISSION




Washington, D.C. 20549




____________________




SCHEDULE 14A




Proxy Statement Pursuant to Section 14(a) of the




Securities Exchange Act of 1934




(Amendment No. )




____________________














































































Filed by the Registrant



x





Filed by a Party other than the registrant



o





Check the appropriate box:






o



Preliminary Proxy Statement



o



Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))



x



Definitive Proxy Statement



o



Definitive Additional Materials



o



Soliciting Material pursuant to §240.14a-12





Elevate Credit, Inc.




(Name of Registrant as Specified In Its Charter)




(Name of Person(s) Filing Proxy Statement, if other than the Registrant)







































































































































































Payment of Filing Fee (Check the appropriate box):



x



No fee required.



o



Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.




(1)



Title of each class of securities to which transaction applies:







(2)



Aggregate number of securities to which transaction applies:







(3)



Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):







(4)



Proposed maximum aggregate value of transaction:







(5)



Total fee paid:






o



Fee paid previously with preliminary materials.



o



Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.




(1)



Amount Previously Paid:







(2)



Form, Schedule or Registration Statement No.:







(3)



Filing Party:







(4)



Date Filed:








































ELEVATE CREDIT, INC.




4150 International Plaza, Suite 300




Fort Worth, Texas 76109










NOTICE OF ANNUAL MEETING OF STOCKHOLDERS










Dear Stockholder:




The 2021 Annual Meeting of Stockholders (the “Annual Meeting”) of Elevate Credit, Inc. (“the Company”) will be held virtually at 9 a.m. Central Time on May 7, 2021, for the following purposes:




1.


Elect the director nominee named in the Proxy Statement to serve until the 2024 annual meeting of stockholders


;




2.


Ratify the appointment of Grant Thornton LLP as our independent registered public accounting firm for fiscal 2021


;


and




3.


Transact such other business as may properly come before the meeting or any adjournment thereof.




These proposals are more fully described in the Proxy Statement accompanying this notice.




The close of business on March 31, 2021 has been fixed as the record date for the determination of the stockholders entitled to notice of and to vote at the Annual Meeting or any adjournments thereof. A list of stockholders as of the record date will be available for stockholder inspection at the headquarters of the Company, 4150 International Plaza, Suite 300, Fort Worth, Texas 76109, during ordinary business hours, from April 27, 2021 to the date of the Annual Meeting. A list of stockholders of record will also be available during the meeting for inspection by stockholders of record for any legally valid purpose related to the annual meeting at the meeting center site at www.meetingcenter.io/289228362.




Your vote is important. Whether or not you expect to attend the Annual Meeting, we encourage you to vote by Internet, by telephone or by completing, signing and dating your printable proxy card and returning it as soon as possible. If you are voting by Internet or by telephone, please follow the instructions on your proxy card. If you attend the Annual Meeting and vote in person, your proxy will not be used.




If you need assistance voting your shares, please call Investor Relations at (817) 928-1646 or send an e-mail to


investors@elevate.com


.




At the Annual Meeting, you will have an opportunity to ask questions about the Company and its operations. You may attend the Annual Meeting and vote your shares in person, even if you previously voted by the Internet, by telephone or returned your proxy card. As always, we encourage you to vote your shares prior to the Annual Meeting.




Due to continued public health concerns as a result of COVID-19, we currently intend to hold our Annual Meeting virtually. Stockholders may attend virtually at www.meetingcenter.io/289228362. To attend the virtual meeting, you will need to enter the 15-digit control number included on your proxy card or voting instruction form.




Thank you for your ongoing support of and interest in Elevate Credit, Inc.





























By Order of the Board of Directors,



/s/ Jason Harvison



Jason Harvison



President and Chief Executive Officer






April 12, 2021




Important notice regarding the internet availability of proxy materials for the stockholders meeting to be held on May 7, 2021. Stockholders may access, view and download the 2021 Proxy Statement, the accompanying form of proxy card and the 2020 Annual Report at


www.envisionreports.com/elvt
































TABLE OF CONTENTS
















































































































































































































Introduction





Explanatory Note





Information About the Annual Meeting and Voting





Proposal 1: Election of Directors





Board of Directors





Corporate Governance





Board Composition and Director Independence





Board of Directors Leadership Structure





Board Meetings, Attendance and Committees





Audit Committee





Compensation Committee





Role of the Executive Officers in Compensation Decisions





Role of the Compensation Consultant





Nominating and Corporate Governance Committee





Risk Committee





Board Oversight of Risk Management





Code of Business Conduct and Ethics Policy





Corporate Governance Guidelines





Director Nomination Process





Director Qualifications





Board Diversity Approach





Communications with Directors





Proposal 2: Ratification of Independent Registered Public Accounting Firm





Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm





Independent Registered Public Accounting Firm Fees and Services





Executive Officers





Executive Compensation





Summary Compensation Table





Retirement Plans





Potential Payments upon Termination or Change in Control





Outstanding Equity Awards at 2020 Fiscal Year-end





Compensation Recovery or “Clawback Policy”





Prohibition on Hedging and Pledging





Director Compensation





Non-Employee Director Compensation





Cash Compensation





Equity Compensation





Director Compensation Table





Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters





Beneficial Ownership





Equity Compensation Plan Information





Certain Relationships and Related Transactions





Transactions with RLJ Financial LLC





Lending Arrangement with Director under Credit Facility with Victory Park Management, LLC (“VPC”)





Registration Rights





Demand registration rights





Piggyback registration rights































































































Form S-3 registration rights





Registration expenses





Expiration of registration rights





Limitations on Liability and Indemnification Matters





Policies and Procedures for Transactions with Related Persons





Audit Committee Report





Additional Information





Requirements for Stockholder Proposals to be Considered for Inclusion in our Proxy Materials





Requirements for Stockholder Proposals to be Brought Before an Annual Meeting





Incorporation by Reference





Householding





Voting by Telephone or the Internet





Other Matters





























ELEVATE CREDIT, INC.




PROXY STATEMENT




FOR ANNUAL MEETING OF STOCKHOLDERS




May 7, 2021










INTRODUCTION










This Proxy Statement provides information for stockholders of Elevate Credit, Inc. (“we,” “us,” “our,” “Elevate” and the “Company”), as part of the solicitation of proxies by the Company and its board of directors (the “Board”) from holders of the outstanding shares of the Company’s common stock, par value $0.0004 per share, for use at the Company’s annual meeting of stockholders to be held virtually at 9 a.m. Central Time on May 7, 2021, and at any adjournments or postponements thereof (the “Annual Meeting”). To attend and participate in the virtual Annual Meeting, stockholders of record will need to visit www.meetingcenter.io/289228362 and use their 15-digit control number (the “Control Number”) on their proxy card to login to this website. Beneficial owners of shares held in street name will need to follow the instructions provided by the stockbroker, bank or other nominee that holds their shares.




This Proxy Statement, the accompanying form of proxy card and our 2020 Annual Report on Form 10-K are being mailed to stockholders on or about April 12, 2021.












Explanatory Note




We qualify as an “emerging growth company” as defined in the Jumpstart Our Business Startups Act (the “JOBS Act”) and a “smaller reporting company” as defined in Rule 12b-2 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). As an emerging growth company and a smaller reporting company, we provide in this Proxy Statement scaled down disclosures as permitted under the JOBS Act and otherwise applicable to smaller reporting companies. In addition, as an emerging growth company, we are not required to conduct votes seeking approval, on an advisory basis, of the compensation of our named executive officers or the frequency with which such votes must be conducted.




We will cease to be an “emerging growth company” upon the earliest of: (i) the first fiscal year following the fifth anniversary of the completion of our IPO, (ii) the first fiscal year after our annual gross revenues are $1.07 billion or more, (iii) the date on which we have, during the previous three-year period, issued more than $1.0 billion in non- convertible debt securities, and (iv) as of the end of any fiscal year in which the market value of our common stock held by non-affiliates exceeded $700 million as of the end of the second quarter of that fiscal year. Even after we are no longer an “emerging growth company,” we may remain a “smaller reporting company.”












1
























INFORMATION ABOUT THE ANNUAL MEETING AND VOTING










Although we encourage you to read the enclosed Proxy Statement in its entirety, we include this Q&A section to provide some background information and brief answers to several questions you might have about the Annual Meeting.




Why are we providing these materials?




Our Board is providing these materials to you in connection with our Annual Meeting, which will take place on Friday, May 7, 2021 virtually beginning at 9 a.m. Central Time. Stockholders are invited to participate in the Annual Meeting and are requested to vote on the proposals described herein.




What information is contained in this Proxy Statement?




This Proxy Statement contains information relating to the proposals to be voted on at the Annual Meeting, the voting process, the compensation of our directors and three most highly paid officers, and other required information.




What proposals will be voted on at the Annual Meeting?




There are two proposals scheduled to be voted on at the Annual Meeting:







Elect the director nominee named in the Proxy Statement to serve until the 2024 annual meeting of stockholders


;


and







Ratify the appointment of Grant Thornton LLP as our independent registered public accounting firm for fiscal 2021.




We will also consider other business that properly comes before the Annual Meeting, or any adjournment thereof. At the time we printed this Proxy Statement, we knew of no matters that needed to be acted on at the Annual Meeting other than those noted above.




What shares can I vote?




You may vote all shares of common stock that you owned as of the close of business on the record date, March 31, 2021. You may cast one vote per share, including shares (i) held directly in your name as the stockholder of record and (ii) held for you as the beneficial owner through a stockbroker, bank, or other nominee. The proxy card will indicate the number of shares you may vote.




As of March 31, 2021, there were 35,654,988 shares of common stock outstanding, all of which are entitled to be voted at the Annual Meeting.










A list of stockholders will be available at our headquarters at 4150 International Plaza, Suite 300, Fort Worth, Texas 76109 for a period of at least ten days prior to the Annual Meeting. A list of stockholders of record will also be available during the meeting for inspection by stockholders of record for any legally valid purpose related to the annual meeting at the meeting center site at www.meetingcenter.io/289228362.




What is the difference between being a stockholder of record and a beneficial owner?




Many of our stockholders hold their shares through stockbrokers, banks, or other nominees, rather than directly in their own names. As summarized below, there are some differences between being a stockholder of record and a beneficial owner.




Stockholder of record


: If your shares are registered directly in your name with our transfer agent, Computershare Trust Company, N.A., you are the stockholder of record, and these proxy materials are being sent directly to you. As the stockholder of record, you have the right to grant your voting proxy directly to the individuals named on the proxy card and to vote at the Annual Meeting.






1
















Beneficial owner


: If your shares are held in a stock brokerage account or by a bank or other nominee, you are the beneficial owner of shares held in “street name,” and these proxy materials are being forwarded to you by your broker or other nominee, who is considered to be the stockholder of record. As the beneficial owner, you have the right to tell your nominee how to vote, and you are also invited to attend the Annual Meeting. However, since you are not the stockholder of record, you may not vote your shares at the Annual Meeting unless you obtain a legal proxy from your nominee authorizing you to do so. Your nominee has sent you instructions on how to direct the nominee’s vote. You may vote by following those instructions.




How do I vote by proxy?




Stockholder of record.


If you properly cast your vote by either voting your proxy via the Internet at


www.envisionreports.com/elvt


, by telephone 1-800-652-8683 or by executing and returning the proxy card, and if your vote is not subsequently revoked by you, your shares will be voted in accordance with your instructions. If you sign the proxy card but do not make specific choices, your proxy will vote your shares as recommended by the Board.




If any other matter is presented, your proxy will vote in accordance with the proxy holders’ discretion.




Beneficial Owner


. The stockbroker, bank or other nominee holding your account is considered to be the stockholder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you have the right to direct your stockbroker, bank or other nominee regarding how to vote the shares in your account. You are also invited to attend the Annual Meeting. If you would like the ability to vote at the Annual Meeting, please follow the instructions from your stockbroker, bank or other nominee.




How does the Board recommend that I vote?




The Board recommends that you vote your shares “


FOR


” the election of the Board’s nominee, and “


FOR


” the ratification of the appointment of Grant Thornton LLP.




May my stockbroker vote for me?




Under the rules of the New York Stock Exchange (the “NYSE”), if your stockbroker holds your shares in street name, the stockbroker may vote your shares on routine matters even if it does not receive instructions from you. At the Annual Meeting your broker may, without instructions from you, vote on Proposal 2, but not on any other proposals.




What are abstentions, broker non-votes and withheld votes?




You may either vote “for” the nominee to the Board of Directors or you may withhold your vote for the nominee. For the other matter to be voted on, you may vote “for” or “against” or abstain from voting. A stockholder may withhold a vote to refrain from voting for the nominee. An abstention represents the action by a stockholder to refrain from voting “for” or “against” a proposal. “Broker non-votes” represent votes that could have been cast on a particular matter by a broker, as a stockholder of record, but that were not cast because the broker (i) lacked discretionary voting authority on the matter and did not receive voting instructions from the beneficial owner of the shares or (ii) had discretionary voting authority but nevertheless refrained from voting on the matter.




Can I change my vote or revoke my proxy?




Yes, you may change your mind after you send in your proxy card or vote your shares via the Internet or by telephone by following these procedures:







Entering a new vote online;







Entering a new vote by telephone;







Signing and returning a new proxy card bearing a later date, which will automatically revoke your earlier proxy instructions; or







Attending the virtual Annual Meeting and vote during the meeting.






2
















What constitutes a quorum for the Annual Meeting?




The presence at the meeting, in person or by proxy, of the holders of common stock representing a majority of the outstanding shares of stock entitled to vote on the record date will constitute a quorum, permitting the conduct of business. As of the record date, there were 35,654,988 shares of common stock outstanding, all of which are entitled to be voted at the Annual Meeting. Both abstentions and broker non-votes are counted as present for the purpose of determining the presence of a quorum.




What vote is required to approve the election of directors (Proposal 1)?




Director nominees are elected by plurality vote. Therefore, if you do not vote for a nominee, or you “withhold authority to vote” for a nominee, your vote will not count either “for” or “against” the nominee. Broker non-votes will have no effect on the outcome of Proposal 1.




What vote is required to ratify the selection of Grant Thornton LLP as the Company’s independent registered public accounting firm (Proposal 2)?




A majority of the votes cast affirmatively or negatively on the proposal at the Annual Meeting is required to ratify the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm. Abstentions will have no effect on the outcome of Proposal 2. Proposal 2 is considered to be routine and, therefore, we do not expect broker non-votes in connection with that proposal.




What is a proxy holder?




We are designating Christopher Lutes, our Chief Financial Officer, and Sarah Fagin Cutrona, our Chief Counsel, to hold and vote all properly-tendered proxies (except votes “withheld”). If you have indicated a vote, they will vote accordingly. If you have left a vote blank, they will vote as the Board recommends. While we do not expect any other business to come up for a vote, if it does, they will vote in their discretion. If a director nominee is unwilling or unable to serve, the proxy holders will vote in their discretion for an alternative nominee.




What does it mean if I receive more than one set of proxy materials?




You may receive more than one set of proxy materials, if, for example, you hold your shares in multiple brokerage accounts. You must vote separately based on the instructions in each set of proxy materials.




How are votes counted?




Computershare Trust Company, N.A. has been appointed to be the inspector of elections, to act at the meeting, to make a written report thereof, to take charge of the polls, and to make a certificate of the result of the vote taken. Preliminary voting results will be announced at the Annual Meeting. We will publish final vote counts within four business days on a Current Report on Form 8-K.




How can I receive a full set of the proxy materials by e-mail?




Stockholders may request to receive proxy materials electronically by e-mail by submitting a request to us at


investors@elevate.com


; by mail to Elevate Credit, Inc., 4150 International Plaza, Suite 300, Fort Worth, Texas 76109, Attn: Christopher Lutes, CFO; or via Investor Relations at (817) 928-1646.




How do I attend the virtual Annual Meeting and vote?




The Company has designed the format of the Annual Meeting to ensure that stockholders are afforded the same rights and opportunities to participate as they would at an in-person meeting, using online tools to ensure stockholder access and participation. More information about the online Annual Meeting is provided below.




Access to the Audio Webcast of the Annual Meeting.


The live audio webcast of the Annual Meeting will begin promptly at 9:00 a.m. CT. Online access to the audio webcast will open 30 minutes prior to the start of the Annual Meeting to allow time for stockholders of record as of the close of business on March 31, 2021, the record date for the Annual Meeting, to log-in and test their equipment.






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The Company is providing the live audio webcast access through an online platform. All of the Company’s stockholders are encouraged to carefully review and confirm the log-in information that follows to ensure they are accessing the appropriate designated platform. Also, the Company encourages stockholders to access the meeting in advance of the Annual Meeting’s start time.




Log-in Instructions.


To attend the online Annual Meeting, stockholders should do the following:










Stockholders of Record


: Stockholders that hold shares directly in their name should go to www.meetingcenter.io/289228362 and log-in by clicking “I have a control number,” entering the 15-digit control number found on the proxy card included in the proxy materials that were previously mailed to the stockholder and entering the following meeting code: ELVT2021 (case sensitive).










Beneficial Stockholders


: Stockholders who are not stockholders of record (e.g. stockholders who hold shares in a stock brokerage account or through a bank or other holder of record) are beneficial stockholders and must register in advance to attend the Annual Meeting. To register, you must submit proof of your proxy power (legal proxy) reflecting your Elevate Credit, Inc. holdings, along with your name and email address to Computershare at the following email address: legalproxy@computershare.com. Requests for registration must be labeled as “Legal Proxy” and be received no later than 5:00 p.m., Eastern Time, on May 4, 2021. You will receive a confirmation email from Computershare of your registration. After registration and at the time of the Annual Meeting, beneficial shareholders should go to www.meetingcenter.io/289228362 and log-in by entering the 15-digit control number on the proxy materials that were previously forwarded or otherwise made available to the stockholder by their stockbroker, bank or other holder of record.




Beginning 30 minutes prior to, and during the Annual Meeting, the Company will have support available to assist stockholders with any technical difficulties they may have accessing or hearing the virtual meeting. If a stockholder encounters any difficulty accessing, or during, the virtual meeting, the support tools that may be found on the respective online platform being used for the Annual Meeting should be utilized.




Is my vote confidential?




Proxy instructions, ballots, and voting tabulations that identify individual stockholders are handled in a manner that protects your voting privacy. Your vote will not be disclosed, either within the Company or to third parties, except as necessary (i) to meet applicable legal requirements, (ii) to allow for tabulation and certification of the vote, and (iii) to facilitate successful proxy solicitation by the Board.




How do I submit a question?




Prior to the meeting, stockholders may submit any questions in advance by emailing the Company’s CFO, Christopher Lutes, at: investors@elevate.com. On the day of, and during the question and answer portion of the Annual Meeting, stockholders will also be able to submit questions through the platform being used for the Annual Meeting.




After the business portion of the Annual Meeting concludes and the meeting is adjourned, the Company will hold a question and answer session, during which the Company intends to answer appropriate questions submitted prior to or during the meeting that are pertinent to the Company and the items being brought before stockholders for a vote at the Annual Meeting, as time permits.




Who pays for costs relating to the proxy materials and Annual Meeting of stockholders?




The costs of preparing, assembling and mailing this Proxy Statement, the Notice of Annual Meeting of Stockholders and the enclosed Annual Report and proxy card, along with the cost of posting the proxy materials on a website, are to be borne by us. In addition to the use of mail, our directors, officers and employees may solicit proxies personally and by telephone, facsimile and other electronic means. They will receive no compensation in addition to their regular salaries. We may request banks, brokers and other custodians, nominees and fiduciaries to forward copies of the proxy materials to their principals and to request authority for the execution of proxies. We may reimburse these persons for their expenses in doing so.




Who should I call if I have any questions?




If you have any questions about the Annual Meeting, voting or your ownership of our common stock, please call Investor Relations at (817) 928-1646 or send an e-mail to


investors@elevate.com


.






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PROPOSAL 1:










Election of Directors










Our business operates under the direction of our Board, which currently consists of eight directors. In accordance with our Certificate of Incorporation, our Board consists of three classes of approximately equal size: Classes I, II, and III, with terms expiring in 2021, 2022, and 2023, respectively. Stephen B. Galasso is the Class I director whose term expires at the Company’s 2021 Annual Meeting of stockholders. Our Board has nominated, and stockholders are being asked to re-elect, Mr. Galasso for a three-year term expiring at our 2024 annual meeting of stockholders. If elected, the nominee will hold office until our 2024 annual meeting of stockholders and a successor is duly elected and qualified or until earlier death, resignation, or removal.




The nominee currently serves as a director of the Company. The Board is not aware that the nominee will be unable or unwilling to serve as a director if elected at the Annual Meeting. In the event that the nominee is unexpectedly not available to serve, proxies may be voted for another person nominated as a substitute by the Board, or the Board may reduce the number of directors to be elected at the Annual Meeting. Information relating to the nominee for election as director and for each continuing director, including such person’s period of service as a director of the Company, principal occupation and other biographical material is shown later in this Proxy Statement.










The Board recommends a vote


FOR


the election of the nominee as director.












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BOARD OF DIRECTORS










The following table sets forth the name, age, and position as of March 31, 2021, of individuals who currently serve as directors on our Board.











































































































Name




Age




Position




Jason Harvison





44





Chief Executive Officer and Director




Saundra D. Schrock




68




Chairperson




Stephen B. Galasso





72




Director




Tyler W.K. Head





45




Director




Robert L. Johnson





74




Director




John C. Dean





73




Director




Stephen J. Shaper





84




Director




Bradley R. Strock





58




Director











Class I - Directors with Terms Expiring in 2021










Stephen B. Galasso


has been a member of our Board of Directors since May 2014, and is a member of the Audit Committee and the Chairperson of the Risk Committee. Mr. Galasso previously served on the board of directors of Think Finance, Inc. (“TFI”) from 2012 to 2014. He has been President of SBG Resources, LLC, since 2005. Prior to SBG Resources, Mr. Galasso was Chairman and Chief Executive Officer of NetSpend from 2001 to 2004, President and Chief Executive Officer of Universal Value Network from 1998 to 2000 and President and Chief Executive Officer of Bank of America Credit Cards from 1995 to 1998. He has been an independent director and strategic advisor to several companies including TFI since 2012 (where he ceased serving as a director in May 2014), Axeso Payment Solutions in Brazil from 2011 to 2012, AccountNow, Inc. from 2007 to 2011, and Advanced Payment Solutions in the UK from 2005 to 2011. Mr. Galasso was also an Entrepreneur in Residence for Payments and Financial Technology at Trident Capital from 2005 to 2011. He has a BS and MBA from Fordham University. We believe Mr. Galasso is qualified to serve on our Board of Directors because of his experience with multiple payment and credit financial products for both large and small institutions in the US, as well as abroad.










Robert L. Johnson


has served on our Board of Directors since May 2014, and previously served on the board of directors of TFI from August 2012 to 2014. He is a member of the Nominating and Corporate Governance Committee. Mr. Johnson is the founder and Chairman of The RLJ Companies, an innovative business network that owns or holds interests in a diverse portfolio of companies in the consumer financial services, private equity, real estate, hospitality, film production, gaming and automobile dealership industries. Prior to forming The RLJ Companies, in 1980, Mr. Johnson founded Black Entertainment Television (BET) where he served as chief executive officer. In 2001, BET was acquired by Viacom Inc. and Mr. Johnson continued to serve as chief executive officer until 2006. In July 2007, Mr. Johnson was named by USA Today as one of the “25 most influential business leaders of the past 25 years.” Mr. Johnson currently serves on the compensation committee and the nominating and corporate governance committee of KB Home (NYSE: KBH), as well as on the board of directors or trustees of RLJ Lodging Trust (NYSE: RLJ), Discovery (NASDAQ: DISCA) and G-III Apparel Group, Ltd. (NASDAQ: GIII). Mr. Johnson is a graduate of the University of Illinois and holds a master’s degree in public and international affairs from the Princeton School of Public and International Affairs at Princeton University. We believe Mr. Johnson is qualified to serve on our Board of Directors due to his experience as a successful chief executive officer of BET and The RLJ Companies, as well as his experience in finance, banking and brand-building enterprises. In addition, he brings experience from serving on the board of more than seven publicly-traded companies and participating in board committees including audit, governance and compensation and has a proven commitment to serving minority and underserved consumers. On March 4, 2021, Mr. Johnson provided notice to us that he would not stand for re-election at the Annual Meeting. Mr. Johnson will remain a director and maintain his Nominating and Corporate Governance Committee membership through the Annual Meeting.












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Class II - Directors with Terms Expiring in 2022




John C. Dean


has been a member of our Board of Directors since May 2014, and has previously served as our Lead Director. Mr. Dean is the Chairperson of the Compensation Committee and a member of the Audit Committee. Mr. Dean previously served as a member of the board of directors of TFI from 2005 to 2014. Mr. Dean has spent more than 35 years as an executive in the financial services industry, serving as Chief Executive Officer of five financial institutions throughout the country, including Silicon Valley Bank. He has been with Central Pacific Bank since 2010, serving as Chairman of the Board of Central Pacific Bank from March 2010 until April 2011, when he became Chief Executive Officer, which position he held until July 2015, when he became Executive Chairman of the Board. From October 2018 to April 2020, Mr. Dean was the Chairman Emeritus and Director of the Board. In April 2020, Mr. Dean retired from the Board of Directors but retains the title of Chairman Emeritus. Mr. Dean is also the founder and managing partner of Startup Capital Ventures LP. In 2001, Mr. Dean was recognized by Forbes as one of the “50 most powerful dealmakers.” More recently, he was recognized as Hawaii Business Magazine’s 2012 CEO of the Year; Sales and Marketing Executives International Honolulu’s 2012 Salesperson of the Year; 2012 Pacific Business News’ Business Leader of the Year; and 2012 Pacific Buddhist Academy Inspirational Leader. He is a graduate of Holy Cross College, a former Peace Corps Volunteer in Western Samoa and a graduate of the Wharton School at the University of Pennsylvania with an MBA in Finance. We believe Mr. Dean is uniquely qualified to serve on our Board of Directors due to his 35-year history as a respected financial services executive.










Bradley R. Strock


has been a member of our Board of Directors since January 2018, and is a member of our Compensation Committee and our Nominating and Corporate Governance Committee. Mr. Strock served as Chief Information Officer at PayPal from 2014 to 2018, and from 2011 to 2014 he served as PayPal’s VP of Global Operations Technology. Prior to joining PayPal in 2011, Mr. Strock held several senior executive roles at Bank of America and at JP Morgan Chase. Mr. Strock also serves on the board of Hiigna, Inc., a non-profit organization providing micro-finance loans in Africa. He received his MSM (MBA) from the Krannert School of Management at Purdue University, along with a BS in Mechanical Engineering from Purdue. We believe Mr. Strock is uniquely qualified to serve on our Board of Directors because of his experience in transformative technology and advanced analytics as a senior executive.










Jason Harvison


has served as our President and Chief Executive Officer since November 2019. Mr. Harvison also served as our Interim Chief Executive Officer from July 2019 to November 2019 and as our Chief Operating Officer from 2014 to November 2019. Mr. Harvison rejoined our Board of Directors in November 2019 and was previously a member of our Board of Directors from 2014 to January 2018 and was a member of our Risk Committee through July 2016. Mr. Harvison served as our Chief Financial Officer from May 2014 to December 2014, as well as Chief Product Officer from May 2014 to October 2014. He served on the board of directors of TFI from 2003 and stepped down from the board as of August 21, 2015. Mr. Harvison joined TFI as Senior Vice President in 2003, and in 2011, he was promoted to Executive Vice President. In 2013, he was further promoted to Chief Product Officer of TFI, which position he held until 2014. Prior to joining TFI, Mr. Harvison served as Assistant Vice President at Guaranty Bank. He has a BBA in Finance from Texas A&M University. We believe Mr. Harvison is uniquely qualified to serve on our Board of Directors due to his years of experience with the Company as a dedicated and productive leader as well as managing the development and launch of our core products.










Class III - Directors with Terms Expiring in 2023




Stephen J. Shaper


has been a member of our Board of Directors since May 2014 and is the Chairperson of the Audit Committee and a member of the Risk Committee. Mr. Shaper has been the Chief Executive Officer of Middlemarch Capital Corporation, a consulting organization for the payments industry encompassing credit and debit transactions, internet payments, checks and loans, since 2010. Mr. Shaper previously served as Executive Vice President, Sales for PreCash Corporation from 2007 to 2010 and before that he was the Chairman of Optimal Payments PLC (London: OPAY). He also served as President of Sales and Marketing for First Data Corporation and as Chief Executive Officer of TeleCheck Services, Inc., or “TeleCheck.” Prior to TeleCheck, Mr. Shaper owned or was a partner in more than thirty manufacturing, importing and distribution companies. He is currently a board member of Mickie Services Company. Mr. Shaper received a BA degree in Mechanical Engineering from Rice University and an MBA from Harvard Business School and served in the US Army Corps of Engineers. He was a member of Young Presidents’ Organization and is currently an active member of YPO Gold. We believe Mr. Shaper is uniquely qualified to serve on our Board of Directors from having been involved in the payments industry continuously since 1977 as an investor, board member and executive.






7






















Saundra D. Schrock


is our Chairperson of the Board. She has been a member of our Board of Directors since May 2016 and is a member of our Compensation Committee and our Risk Committee. Ms. Schrock currently serves as the Chief Executive Officer and founder of Mindful Planet, LLC, a mobile learning company that focuses on leadership content development for individuals and companies. Ms. Schrock brings to Elevate more than 35 years of experience in consumer financial services. Prior to her current position, from 2014 to 2016, she was a Managing Partner at Equanimity Leadership Solutions, LLC, a consulting firm that trains leaders on effective management communications strategies, and from 2011 to 2014, she worked as an executive coaching consultant. Before that, she spent over twenty years at JPMorgan Chase where she successfully managed over 3,000 bank branches and 30,000 employees, as well as their Consumer Lending Division. She earned a BA in Psychology from Memphis State University (now the University of Memphis), an MBA from Arizona State University where she served as an Executive in Residence, and has a PhD in organizational psychology from Grand Canyon University. We believe that she is qualified to serve on our Board of Directors because she brings a wealth of expertise in banking and consumer lending.










Tyler W.K. Head


has been a member of our Board of Directors since July 2014 and is Chairperson of the Nominating and Corporate Governance Committee. He is the President and founder of Corbett Capital, LLC, a closely held investment company focusing on growth capital investments in early-stage and lower middle market companies. Prior to founding Corbett Capital, LLC in 2011, Mr. Head served as an officer and F/A-18 pilot in the US Marine Corps from 1998 through 2009, attaining the rank of Major prior to transitioning to the private sector. He is a founding member of Cowtown Angels, an Angel Investor group in Fort Worth, Texas. Mr. Head serves on the board of directors of Little Passports, Inc., and served on the board of directors of TFI until August 21, 2015. He also served on the board of directors of TECH Fort Worth, a business incubator and accelerator, until December 31, 2019. Mr. Head has a BS in Political Science with a minor in Spanish from the US Naval Academy, and an MBA from the Tuck School of Business at Dartmouth College. We believe Mr. Head is qualified to serve on our Board of Directors because of his experience funding and advising early stage growth companies, his experience in corporate governance, and his extensive organizational and leadership experience in the Marine Corps.


















CORPORATE GOVERNANCE












Board Composition and Director Independence




Our business and affairs are managed under the direction of the Board. The number of directors may be fixed by the Board, subject to the terms of our amended and restated certificate of incorporation and amended and restated bylaws. Our Board is divided into three classes, as follows:







Class I, which consists of Stephen B. Galasso and Robert Johnson, whose terms will expire at the annual meeting;







Class II, which consists of John C. Dean, Bradley R. Strock and Jason Harvison, whose terms will expire at the annual meeting of stockholders to be held in 2022; and







Class III, which consists of Stephen J. Shaper, Saundra D. Schrock and Tyler W.K. Head, whose terms will expire at the annual meeting of stockholders to be held in 2023.




In accordance with our amended and restated certificate of incorporation and our amended and restated bylaws, only one class of directors will be elected at each annual meeting of our stockholders, with the other classes continuing for the remainder of their respective three-year terms. Under Delaware law, our directors may be removed for cause by the affirmative vote of the holders of a majority of our voting stock. Any increase or decrease in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the directors.




Our Board has undertaken a review of the independence of each director. Based on information provided by each director concerning his or her background, employment and affiliates, our Board determined that John C. Dean, Stephen B. Galasso, Saundra D. Schrock, Tyler W.K. Head, Robert L. Johnson, Stephen J. Shaper, and Bradley R. Strock do not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these directors is “independent” as that term is defined under the applicable rules and regulations of the SEC and the listing requirements and rules of the NYSE.






8
















In making these determinations, our Board considered the current and prior relationships that each non-employee director has with our Company and all other facts and circumstances our Board deemed relevant in determining their independence, including the beneficial ownership of our capital stock by each non-employee director, and the transactions involving them described in “Certain relationships and related party transactions.”












Board of Directors Leadership Structure




Our Corporate Governance Guidelines provide that the roles of Chairperson of the Board and Chief Executive Officer may be separate or combined, and our Board has flexibility to decide whether it is in the best interests of Elevate, at any given point in time, for the roles of the Chief Executive Officer and Chairperson to be separate or combined.










During 2019, the Board made the decision to separate the Chairperson of the Board and Chief Executive Officer roles. Ms. Schrock was appointed our Chairperson of the Board upon Mr. Harvison taking the Chief Executive Officer position. With this change in our Board structure, the Board also eliminated the Lead Director position, previously held by John C. Dean. We believe that we are well-served by a flexible leadership structure. Our Nominating and Corporate Governance Committee will continue to consider whether the positions of Chairperson and Chief Executive Officer should be separate or combined at any given time as part of our succession planning process.










The composition of each of the committees of our Board is as follows:



committeecharting20211.jpg





Board Meetings, Attendance and Committees




Our Board has four standing committees: the Audit Committee, the Compensation Committee, the Nominating and Corporate Governance Committee and the Risk Committee. Members will serve on these committees until their resignation or until otherwise


determined by our Board.




During the year ending December 31, 2020, our Board met eleven times, the Audit Committee met eleven times, the Compensation Committee met eight times, the Nominating and Corporate Governance Committee met four times and the Risk Committee met seven time


s. All directors attended at least 75% of the meetings of the Board and meetings of the board committees on which they served during 2020.




It is our policy that our directors attend annual meetings of stockholders. Due to extenuating circumstances, two of our directors were unable to call into the 2020 annual meeting of stockholders.












9


















Audit Committee




Our Audit Committee, established in May 2014, comprises John C. Dean, Stephen B. Galasso and Stephen J. Shaper. Mr. Shaper serves as our Audit Committee Chairperson. Messrs. Dean, Galasso and Shaper meet the requirements for independence of Audit Committee members under current NYSE listing standards and SEC rules and regulations. Each member of our Audit Committee meets the financial literacy requirements of the current listing standards. In addition, our Board has determined that Messrs. Dean and Galasso are Audit Committee financial experts within the meaning of Item 407(d) of Regulation S-K under the Securities Act of 1933, as amended (the “Securities Act”). The responsibilities of our Audit Committee include, among other things:







appointing, as well as reviewing and approving the compensation, retention and termination of, the independent registered public accounting firm engaged to audit our financial statements;







helping to ensure the independence of and overseeing the performance of the independent registered public accounting firm;







reviewing and pre-approving audit and non-audit services and fees;







reviewing financial statements and discussing with management and the independent registered public accounting firm our annual audited and quarterly financial statements, the results of the independent audit and the quarterly reviews, and the reports and certifications regarding internal controls over financial reporting and disclosure controls;







preparing the Audit Committee report that the SEC requires be included in our annual proxy statement;







reviewing reports and communications from the independent registered public accounting firm;







reviewing the adequacy and effectiveness of our internal controls over financial reporting;







assisting the Board in overseeing our internal audit function;







reviewing and overseeing related party transactions; and







establishing and maintaining procedures for the receipt, retention and treatment of complaints regarding accounting, internal accounting controls, auditing matters, or federal and state rules and regulations, and the confidential, anonymous submission by our employees of concerns regarding questionable accounting or auditing matters.




Our Audit Committee operates under a written charter that satisfies the applicable rules of the SEC and the listing standards of the NYSE. The Audit Committee charter is available on our website at


www.elevate.com


.












Compensation Committee




Our Compensation Committee, established in May 2014, comprises John C. Dean, Saundra D. Schrock and Bradley




R. Strock. Mr. Dean serves as our Compensation Committee Chairperson. The composition of our Compensation Committee meets the requirements for independence under current listing standards of the NYSE and SEC rules and regulations. Each member of the Compensation Committee is also a non-employee director, as defined pursuant to Rule 16b-3 promulgated under the Exchange Act, and an outside director, as defined pursuant to Section 162(m) of the Internal Revenue Code, or the “Code.” The purpose of our Compensation Committee is to oversee our compensation policies, plans and benefit programs and to discharge the responsibilities of our Board relating to compensation of our executive officers and employees. The Compensation Committee may form subcommittees, provided that any such subcommittees be composed entirely of independent directors and have a charter and may delegate to such subcommittees such power and authority as the Compensation Committee deems appropriate except to the extent any power or authority is required by law, regulation or NYSE rules to be exercised by the Compensation Committee as a whole. The responsibilities of our Compensation Committee include, among other things:







overseeing our overall compensation philosophy, compensation policies, compensation plans and benefit programs;







reviewing and approving for our executive officers: the annual base salary, annual incentive compensation (including the specific goals and amounts), equity compensation, employment agreements, severance or termination agreements, change in control arrangements, and any other benefits, compensation or arrangements;






10



















reviewing and making recommendations to our Board with respect to employee compensation and benefit plans;







administering our equity compensation plans;







reviewing and making recommendations to our Board regarding director compensation; and







reviewing and making recommendations to our Board regarding management succession planning for our executive officers.










Our Compensation Committee operates under a written charter that satisfies the applicable rules of the SEC and the listing standards of the NYSE. The Compensation Committee charter is available on our website at


www.elevate.com


.












Role of the Executive Officers in Compensation Decisions




The Chief Executive Officer provides input and recommendations to the Compensation Committee regarding compensation decisions for his direct reports, including the other named executive officers and other executive officers. These recommendations are made within the framework of the compensation programs approved by the Compensation Committee and based on market data provided by the Compensation Committee’s independent consultant. The input relates to base salary, short- and long-term incentive opportunities and payments, performance objectives, and performance assessments. The Chief Executive Officer makes recommendations based on each individual officer’s performance, performance of each officer’s respective product or function and employee retention considerations. The Committee reviews and considers the Chief Executive Officer’s recommendations when determining any compensation changes affecting our officers or executives. The Chief Executive Officer does not play any role with respect to determining his own compensation.












Role of Compensation Consultant




Pursuant to its charter, the Compensation Committee is authorized to retain and terminate any consultant, as well as to approve the consultant’s fees and other terms of the engagement. In fiscal 2017, the Compensation Committee directly engaged Pay Governance, LLC, or Pay Governance, as its independent compensation consultant. Pay Governance provided the Compensation Committee with the objective information and expertise necessary to help them make informed decisions that are in the best long-term interests of our business and stockholders and to keep the Compensation Committee informed as to compensation trends and regulatory developments affecting public companies in general and in particular the financial technology (or fintech) industry. Specifically, during 2020, the Compensation Committee requested, and Pay Governance provided, the following types of services:







Competitive data and benchmarking analytics for all components of pay for executive officers (including the Chief Executive Officer);







Equity dilution and burn rate analyses relative to peers;







Compensation program analysis, redesign considerations, and recommendations;







Tax, accounting, regulatory, and other compensation-related education; and







Support evaluating alternatives to enhance ongoing retention.




A Pay Governance partner attends most Compensation Committee meetings and may attend executive sessions at the request of the Compensation Committee. Representatives from Pay Governance also collaborate with our management team for purposes of meeting planning, program design and analysis and other logistics.




For fiscal 2020, as required by the NYSE listing standards and pursuant to the Compensation Committee’s charter, the Compensation Committee considered various independence factors and potential conflicts of interest with respect to Pay Governance and determined that there was no conflict of interest raised by the work performed by Pay Governance.












11


















Nominating and Corporate Governance Committee




Our Nominating and Corporate Governance Committee, established in June 2015, comprises Tyler W.K. Head, Robert L. Johnson and Bradley R. Strock. Mr. Head serves as our Nominating and Corporate Governance Committee Chairperson. The composition of our Nominating and Corporate Governance Committee meets the requirements for independence under current NYSE listing standards and SEC rules and regulations. The responsibilities of our Nominating and Corporate Governance Committee include, among other things:







identifying, evaluating and selecting, and recommending to our Board for approval, nominees for election to our Board and its committees;







considering and making recommendations to our Board regarding the composition of our Board and its committees;







reviewing developments in corporate governance practices;







evaluating the adequacy of our corporate governance framework;







developing and making recommendations to our Board regarding our corporate governance guidelines; and







evaluating the performance of our Board and of individual directors.




Our Nominating and Corporate Governance Committee operates under a written charter that satisfies the applicable rules of the SEC and the listing standards of the NYSE. The Nominating and Corporate Governance Committee charter is available on our website at


www.elevate.com


.












Risk Committee




Our Risk Committee, established in January 2016, comprises Stephen B. Galasso, Saundra D. Schrock and Stephen J. Shaper. Mr. Galasso serves as our Risk Committee Chairperson. The responsibilities of our Risk Committee include, among other things:







overseeing our enterprise risk management framework and reviewing our policies and practices on risk assessment and enterprise risk management;







overseeing our policies and procedures regarding compliance with applicable laws and regulations;







reviewing our implementation of enterprise risk management policies and procedures to assess their effectiveness;







reviewing our risk appetite and risk tolerance, methods of risk measurement, risk limits, and the guidelines for monitoring and mitigating such risks;







reviewing with management the categories of risk we face, including risk concentrations and risk interrelationships, likelihood of occurrence, and potential impact;







evaluating reports regarding our risks, our enterprise risk management function, and the results of enterprise risk management reviews and assessments; and







reviewing and discussing with management our risks, our management function and its effectiveness, and coordinating with management subcommittees regarding oversight of certain categories of risk determined by the risk committee.




Additionally, Mr. Shaper’s and Mr. Galasso’s duties as Risk Committee members include conducting meetings with management for four days each quarter.




Our Risk Committee operates under a written charter, which is available on our website at


www.elevate.com


.


















Board Oversight of Risk Management




Our Board oversees our risk management process. The Board also oversees a Company-wide approach to enterprise risk management, carried out by our management. Our Board determines the appropriate risk for us generally, assesses the specific risks faced by us, and reviews the steps taken by management to manage those risks.






12
















While the Board maintains the ultimate oversight responsibility for the risk management process, its committees oversee risks in certain specified areas. Our Risk Committee reviews our business strategy and management’s assessment of the related risk and discusses with management our appropriate level of risk. Our Compensation Committee oversees risks associated with incentive compensation to ensure proper alignment of incentive compensation with both our strategic objectives and risk appetite. Our Audit Committee oversees financial risk exposures, including monitoring the integrity of the consolidated financial statements, internal control over financial reporting and the independence of our independent registered public accounting firm. Our Board, through our Audit Committee, receives periodic internal controls and related assessments from our finance department. In fulfilling its oversight responsibility with respect to compliance matters, our Board, through our Audit Committee, meets at least quarterly with our finance department, independent registered public accounting firm and internal or external legal counsel to discuss risks related to our financial reporting function.












Code of Business Conduct and Ethics Policy




We have adopted a Code of Business Conduct and Ethics Policy that is applicable to all of our employees, officers and directors, including our Chief Executive Officer, Chief Financial Officer, Chief Counsel and other executive and senior financial officers. The Code of Business Conduct and Ethics Policy is available on our website at


www.elevate.com


. Any amendments to the code, or any waivers of its requirements, will be disclosed on our website.












Corporate Governance Guidelines




The Board has developed and adopted a set of corporate governance principles to provide the framework for the governance of Elevate and to assist our Board in the exercise of its responsibilities. These guidelines reflect the Board’s commitment to monitoring the effectiveness of policy and decision making both at the Board and management level, with a view to enhancing stockholder value over the long term. These guidelines provide a framework for the conduct of the Board’s business. The Corporate Governance Guidelines are available on our website at


www.elevate.com.












Director Nomination Process




The Nominating and Corporate Governance Committee recommends, and the Board nominates, candidates to stand for election as directors. Stockholders may also nominate persons to be elected as directors in accordance with our bylaws and applicable law, as described under “Additional Information.” In evaluating director candidates, the Nominating and Corporate Governance Committee will consider the membership criteria set forth under “Director Qualifications.”












Director Qualifications




Our Director Qualification and Board Diversity Guidelines contain membership criteria that apply to nominees for a position on our board of directors. When deciding on nominations for members of the Board, the Nominating and Corporate Governance Committee takes into account overall Board composition and works with the Board to determine the appropriate characteristics, skills, and experiences that will ensure continued effectiveness of the Board as a whole, as well as its individual members. Primary objectives in this regard include (i) expanding the Board’s collective knowledge and expertise, (ii) enhancing the Board’s ability to comprehend the Company’s business and corporate strategy, and (iii) recommending a mix of directors that can best perpetuate the success of the Company’s business and represent stockholder interests.




Potential candidates will be viewed as contributing different pieces to the team that comprises an overall effective Board. Emphasis will be placed on candidates with (i) relevant business and industry experience to provide a useful perspective on significant risks and competitive advantages, and (ii) a robust understanding of the challenges the Company faces. Candidates will also be graded in light of (i) how they contribute to the mix of directors with diverse backgrounds, experience, knowledge, information and skills that the Board desires, and (ii) the potential needs of the Board’s standing committees, including the types and functions of the committees and the qualifications for membership on each committee.






13
















To assist the Nominating and Corporate Governance Committee with identifying potential candidates, the following four categories of criteria are used to appropriately measure each individual’s qualifications:







the nominee’s compliance with certain legal, regulatory or other requirements, such as Board and Board committee independence requirements, Audit Committee financial literacy and expertise requirements, and the restriction of serving on the board of more than five public companies;







business and industry experience, including (i) an understanding of the Company’s business; and (ii) knowledge and experience with respect to: the industry in which the Company participates; strategy, business model and competition; accounting, finance and audit; technical expertise and information technology; and risk management and crisis response;







public company experience, including: a general understanding of the needs of a publicly traded company; service on other public company boards of directors; and knowledge and experience with respect to executive compensation and management succession, stockholder relations, investor, analyst, and media relations, and global markets; and







personal attributes, including: personal characteristics of integrity, accountability and mature confidence; an attitude of leadership, constructive skepticism, informed judgment and high-performance standards; personal and professional accomplishments and accolades; educational background; geographical and economic background; and gender, age, race and ethnicity.




The criteria above will also be used to evaluate each incumbent director to determine whether he or she should be nominated to stand for re-election, in addition to the following factors:







if the Company’s needs for the director’s particular experience and background have changed;







the director’s performance and contributions to the Board during his or her current term;







the director’s in-person attendance record for Board and committee meetings; and







if the director’s age, health or competing time pressures warrant the decision not to re-nominate him or her.












Board Diversity Approach




The Nominating and Corporate Governance Committee is committed to a merit-based system for Board composition within a diverse and inclusive culture which solicits multiple perspectives and views. When assessing Board composition or identifying suitable candidates for appointment or re-election to the Board, the Nominating and Corporate Governance Committee will consider candidates on merit against objective criteria having due regard to the benefits of diversity and the needs of the Board.




The Nominating and Corporate Governance Committee believes promotion of diversity is best served through careful consideration of all of the knowledge, experience, skills and backgrounds of each individual candidate for director in light of the needs of the Board. Additional considerations may include national origin, gender, race, functional background and the diversity of the perspectives that the candidate would bring to the Board without focusing on a single diversity characteristic and accordingly, has not adopted any specific targets regarding Board diversity. The Board’s objective is to recommend a group that can best ensure the continuing success of our business and represent stockholder interests using its diversity of experience and perspectives.












Communications with Directors




Stockholders and other interested parties wishing to communicate directly with our Chairperson, Board or individual directors may do so by writing to the Chairperson, Board or such individual c/o the Corporate Secretary, Elevate Credit, Inc., 4150 International Plaza, Suite 300


,


Fort Worth, Texas 76109. The Secretary will forward such communications to the Board or individual at or prior to the next meeting of the Board. The Secretary will not forward any communication determined in good faith belief to be frivolous, unduly hostile, threatening or similarly unsuitable.












14


















PROPOSAL 2:










Ratification of Independent Registered Public Accounting Firm










We are asking our stockholders to ratify the Audit Committee of our Board’s appointment of Grant Thornton LLP (“Grant Thornton”), as our independent registered public accounting firm for fiscal 2021. Grant Thornton served as our independent registered public accounting firm in fiscal 2020.




SEC and NYSE regulations require our Audit Committee to engage, retain, and supervise our independent registered public accounting firm. Our Audit Committee annually reviews our independent registered public accounting firm’s independence, including reviewing all relationships between the independent registered public accounting firm and us and any disclosed relationships or services that may impact the objectivity and independence of the independent registered public accounting firm, and the independent registered public accounting firm’s performance. Although stockholder ratification is not required, we are submitting our selection of Grant Thornton as our independent registered public accounting firm as a matter of good corporate governance.




We expect that representatives of Grant Thornton will be present at the meeting, that the representatives will have the opportunity to make a statement if they so desire, and that they will be available to respond to appropriate questions.












Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm




Pursuant to the Audit Committee charter, the Audit Committee is responsible for the oversight of our accounting, reporting and financial practices. The Audit Committee has the responsibility to select, appoint, engage, oversee, retain and evaluate our external auditors


;


pre-approve all audit and non-audit services to be provided, consistent with all applicable laws, to us by our external auditors


;


and establish the fees and other compensation to be paid to our external auditors. The Audit Committee has pre-approved all audit and permitted non-audit services provided by Grant Thornton.












Independent Registered Public Accounting Firm Fees and Services




The following sets forth fees billed by Grant Thornton, for the annual audit of our consolidated financial statements (and the financial statements of certain subsidiaries and variable interest entities not owned by the Company) and other services rendered:































































Fiscal year ended December 31,




2020




2019




Audit Fees (1)




$



854,279





$



936,663




Total



$



854,279





$



936,663






(1)    Includes fees for audits of our annual financial statements, reviews of the related quarterly financial statements and services that are normally provided by the independent accountants in connection with statutory and regulatory filings or engagements, including reviews of documents filed with the SEC. Also includes fees associated with variable interest entities which are not owned by the Company.
















The Board recommends a vote


FOR


the ratification of the appointment of Grant Thornton as our independent registered public accounting firm for fiscal 2021.












15


















EXECUTIVE OFFICERS










The following table sets forth the names, ages and positions of our executive officers as of March 31, 2021.




























































































Name




Age




Position(s)




Jason Harvison





44





President and Chief Executive Officer




Christopher Lutes




53





Chief Financial Officer





David Peterson





39





Chief Credit Officer




Sarah Cutrona




60




Chief Counsel




Scott Greever





52





Chief Product Officer












Jason Harvison


has served as our President and Chief Executive Officer since November 2019. Mr. Harvison also served as our Interim Chief Executive Officer from July 2019 to November 2019 and as our Chief Operating Officer from 2014 to November 2019. Mr. Harvison rejoined our Board of Directors in November 2019 and was previously a member of our Board of Directors from 2014 to January 2018 and was a member of our Risk Committee through July 2016. Mr. Harvison served as our Chief Financial Officer from May 2014 to December 2014, as well as Chief Product Officer from May 2014 to October 2014. He served on the board of directors of TFI from 2003 and stepped down from the board as of August 21, 2015. Mr. Harvison joined TFI as Senior Vice President in 2003, and in 2011, he was promoted to Executive Vice President. In 2013, he was further promoted to Chief Product Officer of TFI, which position he held until 2014. Prior to joining TFI, Mr. Harvison served as Assistant Vice President at Guaranty Bank. He has a BBA in Finance from Texas A&M University.










Christopher Lutes


has served as our Chief Financial Officer since January 2015 and served as the Chief Financial Officer of TFI from 2007 to 2014. Prior to joining TFI, Mr. Lutes was the Chief Financial Officer for Silicon Valley Bank from 1998 to 2001, as well as several other companies. Mr. Lutes began his career in public accounting with Coopers & Lybrand. Mr. Lutes also serves on the board of Central Pacific Financial Corp. (NYSE: CPF) and its subsidiary, Central Pacific Bank beginning in March of 2018. He has a BS in Accounting from Arizona State University and is a Certified Public Accountant in the State of Arizona.










David Peterson


has served as our Chief Credit Officer since November 2018 and prior to that served as our Senior Vice President of Risk Management from May 2014 to November 2018. Prior to that, Mr. Peterson was the Director of Risk Management at TFI from January 2010 to April 2014. Mr. Peterson has also held various leadership roles at AmeriCredit Financial and Washington Mutual. Mr. Peterson has participated in numerous leadership and executive programs including the Harvard Business School Executive Education program. Mr. Peterson graduated from Texas Christian University with a BBA in Finance in 2004 and with a MBA from the M.J. Neeley School of Business in 2009.










Sarah Cutrona


has served as our Chief Counsel since 2014. She was General Counsel at TFI from 2006 to 2014. Prior to that, she was Associate Counsel at AmeriCredit Corp. from 2001 to 2006 and served as Vice President of Government Affairs at NationsCredit Financial Services Corp. from 1995 to 1998 and Associates First Capital Corporation from 1992-1995. She is a member of the State Regulatory Registry (SRR) Industry Advisory Council, a subsidiary of the Conference of State Bank Supervisors. Ms. Cutrona graduated from Texas Tech University with degrees in Finance and Petroleum Land Management and received her JD from Southern Methodist University.










Scott Greever


has served as our Chief Product Officer since October 2020. Previously, Mr. Greever served as Executive Vice President of Products from October 2019 to September 2020, as the Managing Director of our UK business unit from February 2016 to September 2019 and as the Chief Information Officer of the UK business from 2015 to 2016. Mr. Greever held multiple roles with TFI from 2009 to 2014 including Chief Information Officer—UK, interim Chief Information Officer and Vice President of Application Development in the United States. Prior to joining TFI, Mr. Greever was the Vice President of North America IT for Brink’s Inc. from 2003 to 2009. Mr. Greever began his career as an internal consultant with NCNB (a predecessor of Bank of America). He holds a BS in Marketing from Texas Tech University.






16


















EXECUTIVE COMPENSATION










As an emerging growth company and smaller reporting company, we have opted to comply with the executive compensation disclosure rules applicable to “smaller reporting companies,” as such term is defined in Rule 12b-2 promulgated under the Exchange Act. For fiscal 2020, our named executive officers under such rules are:







Jason Harvison, our President and Chief Executive Officer;







Christopher Lutes, our Chief Financial Officer; and







Sarah Cutrona, our Chief Counsel




This section describes the compensation awarded to, earned by, or paid to our named executive officers.












Summary Compensation Table




The following table sets forth information concerning the compensation awarded or paid to our named executive officers for fiscal 2019 and 2020.























































































































































































































































































































Name and Principal Position




Year




Salary (1)




Bonus (2)




Non-equity Incentive Plan Compensation (3)




Stock Awards (4)




All Other Compensation (5)




Total



Jason Harvison




2020




$



575,308





$



669,167




(6)



$



486,131




(9)



$



1,100,000





$



45,137





$



2,875,743




President and Chief Executive Officer




2019




$



486,131





$









$



84,000





$



2,100,000





$



42,957





$



2,713,088



















Christopher Lutes




2020




$



472,711





$



340,000




(7)



$



369,292




(10)



$



550,000





$



36,699





$



1,768,702




Chief Financial Officer




2019




$



461,615





$









$



84,000





$



1,100,000





$



35,239





$



1,680,854



















Sarah Cutrona




2020




$



388,887





$



156,650




(8)



$



269,904




(11)



$



200,000





$



27,578





$



1,043,019




Chief Counsel



















(1)


The annual base salaries for the named executive officers are determined based on 26 bi-weekly periods. In July of 2020 and in response to the economic impact of the COVID-19 pandemic, the Board of Directors approved salary reductions of 10% for Mr. Harvison and Mr. Lutes and a 5% reduction for Ms. Cutrona for the remainder of 2020. The reduced amount is reflected in this column.




(2)


Amounts reported for 2020 represent (i)


cash bonus payments under the 2020 Long-Term Incentive Plan (“LTIP”) as a Restricted Cash Award (“RCA”) in fiscal 2020, and (ii) cash bonus awards made at the discretion of our Board for fiscal 2020. The RCA under the 2020 LTIP is payable over a two-year period commencing April 2020 and ending with the final payment in April 2021, upon continued employment.




One half of the RCA is reported in this column as earned in fiscal 2020.




(3)


Amounts reported for 2020 represent cash incentive payments made in fiscal 2020 under the Elevate Bonus Plan as established by the Board for 2019, or the “2019 Bonus Plan”.




(4)


The amounts reported for 2020 represent the grant date fair value of stock awards granted to each named executive officer during 2020 using restricted stock units (“RSU”). The grant value, calculated in accordance with FASB ASC Topic 718, is based on an estimated fair value assumption of (i) $2.47 for Mr. Harvison, $1.06 for Mr. Lutes and $0.93 for Ms. Cutrona per common share and (ii) 244,444 RSUs granted to Mr. Harvison on March 15, 2020, 122,222 RSUs granted to Mr. Lutes on March 30, 2020, and 44,444 RSUs granted to Ms. Cutrona on April 3, 2020. Refer to “Share Based Compensation” in the Notes to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2020 for the information regarding the assumptions used to value these awards. Although the grant date value per common share was $2.47 for Mr. Harvison, $1.06 for Mr. Lutes and $0.93 for Ms. Cutrona, the Board and Compensation Committee determined the number of RSUs based on a target value of the LTIP award based on an estimated value of $4.50 per share of Company stock. These RSUs vest as to 25% of the underlying units each year, commencing on March 15, 2020 for Mr. Harvison and Mr. Lutes and April 3, 2020 for Ms. Cutrona. At the time the RSUs vest, our named executive officers will become entitled to receive one share of our common stock for each RSU vesting on that






17
















date. RSUs carry no dividend or voting rights. Amounts reported reflect the accounting cost for these RSUs and do not correspond to the actual economic value that may be received by the named executive officers when the units vest and are paid out as common shares of the Company.




(5)


The amounts reported in the “all other compensation” column for 2020 represent Company matching contributions to our 401(k) plan, premiums for Company-paid group term life insurance, and Company-paid premiums for medical, dental and vision insurance. All these programs are offered to our eligible employees who work in the United States. For Mr. Harvison, this amount comprises (a)$14,250 in 401(k) matching contributions for fiscal 2020, and (b) $30,887 in health, life, and disability insurance premiums for fiscal 2020. For Mr. Lutes, this amount comprises (a) $14,250 in 401(k) matching contributions for fiscal 2020 (b) $22,449 in health, life, and disability insurance premiums for fiscal 2020. For Ms. Cutrona, this amount comprises of (a) $14,250 in 401(k) matching contributions for fiscal 2020, and (b) $13,328 health, life, and disability insurance premiums for fiscal 2020.




(6)


During fiscal 2020,


Mr. Harvison also received a cash bonus payment in the amount of $669,167 according to his amended CEO contract in fiscal 2020.




(7)


During fiscal 2020, Mr. Lutes also received a cash bonus payment in the amount of $155,850 under the 2020 Long-Term Incentive Plan as an RCA in fiscal 2020.




Mr. Lutes will receive the remaining half of the RCA in April 2021, upon continued employment. A cash bonus payment in the amount of $184,150 was also paid to Mr. Lutes according to his retention agreement in fiscal 2020.




(8)


During fiscal 2020, Ms. Cutrona received a cash payment in the amount of $56,650 pursuant to her election to receive a portion of her LTIP award as an RCA, payable over a two-year period commencing in April 2020. Ms. Cutrona will receive the remaining half of the RCA in April 2021, upon continued employment.




A cash bonus payment in the amount of $100,000 was also paid to Ms. Cutrona according to her retention agreement, in fiscal 2020.




(9)


During fiscal 2020, Mr. Harvison received a cash bonus payment under the 2019 Bonus Plan for performance in 2019. The total amount of this payment was $486,131. Mr. Harvison’s bonus target under this plan was calculated as 100% of his base salary. The actual amount of Mr. Harvison’s bonus payment was determined by our Board, in its sole discretion. The Board considered various Company and individual performance results in determining Mr. Harvison’s bonus amount.




(10)


During fiscal 2020, Mr. Lutes received a cash bonus payment under the 2019 Bonus Plan for performance in 2019. The total amount of this payment was $369,292. Mr. Lutes’ bonus target under this plan was calculated as 80% of his base salary. The actual amount of Mr. Lutes’ bonus payment was determined by our Board, in its sole discretion. The Board considered various Company and individual performance results in determining Mr. Lutes’ bonus amount.




(11)


During fiscal 2020, Ms. Cutrona received a cash bonus payment under the 2019 Bonus Plan for performance in 2019. The total amount of this payment was $


269,904.




Ms. Cutrona’s bonus target under this plan was calculated as 70% of her base salary. The actual amount of Ms. Cutrona’s bonus payment was determined by our Board, in its sole discretion. The Board considered various Company and individual performance results in determining Ms. Cutrona’s bonus amount.










Narrative to summary compensation table




Base salaries




Each of our named executive officers is paid a base salary reflecting their skill set, experience, role and responsibilities. The base salary of each of our named executive officers is set forth in their employment agreement as described below under “—Agreements with our named executive officers”.




Performance bonuses




Our bonus plan generally rewards eligible employees based on corporate and individual performance realized throughout our annual performance period. Bonus payments are based on individual targets, measured as a percentage of eligible earnings, adjusted by corporate and individual performance modifiers that are approved by our Board. Bonus payments are contingent on employment through the date of payment.






18
















Long-Term Incentive Award Program




Our long-term incentive award program in 2020 allowed for certain employees to elect to receive their LTIP award in either (i) all RSUs which would vest as to 25% of the underlying units each year over a four-year period or (ii) a portion of their LTIP award in RSUs, which would vest as to 25% of the underlying units each year over a four-year period, and the other portion as a RCA payable over a two-year period commencing April 2020 and ending with the final payment in April 2021, upon continued employment.




Agreements with our named executive officers




Each of our named executive officers has entered into an amended Employment, Confidentiality and Non-Compete Agreement with us, the terms of which are reflected below.




Jason Harvison




Mr. Harvison is party to an Amended and Restated Employment Agreement, with us, or the “Harvison Agreement,” which provides for an annual base salary of $700,000, a discretionary bonus of 100% of his annual base salary as determined by our Board, paid time off and participation in our benefit plans. The Harvison Agreement provides that if Mr. Harvison’s employment with us is terminated by us without cause or terminated by him for Good Reason outside of a Change in Control Period, he will receive, subject to his execution and non-revocation of a release of claims, (i) a lump sum comprised of any accrued but unpaid Target Performance Bonus for the prior year, a pro- rated Target Performance Bonus (which may be none) based on the Company’s performance to that point in the year in which the termination occurs against established performance metric(s), (ii) continued payment of base salary for 24 months and (iii) a lump sum payment equal to the premiums that he would be required to pay for his and his dependents’ continued healthcare coverage pursuant to COBRA for 24 months, regardless of whether he elects COBRA coverage. If Mr. Harvison’s employment with us is terminated by us without cause or by him for Good Reason during a Change in Control Period, the Harvison Agreement provides that Mr. Harvison will receive, subject to his execution and non-revocation of a release of claims, (i) a lump sum comprised of any accrued but unpaid Target Performance Bonus for the prior year and 100% of the Target Performance Bonus for the year in which the termination takes place, (ii) continued payment of base salary for 24 months (iii) a lump sum payment equal to the premiums that he would be required to pay for his and his dependents’ continued healthcare coverage pursuant to COBRA for 24 months, regardless of whether he elects COBRA coverage and (iv) automatic full vesting in all outstanding equity grants made to him prior to the date of termination. In the event that any of the payments or benefits under the Harvison Agreement or otherwise would become subject to the Excise Tax, such payments or benefits will be (i) delivered in full, or (ii) reduced such that no portion of the payments or benefits will be subject to the Excise Tax, whichever is more favorable on an after-tax basis to Mr. Harvison.




Christopher Lutes




Mr. Lutes is party to an Employment, Confidentiality and Non-Compete Agreement, as amended, with us, or the “Lutes Agreement,” which provides for an annual base salary of $502,860, a discretionary bonus of 80% of his annual base salary as determined by our Board, paid time off and participation in our benefit plans. The Lutes Agreement provides that if Mr. Lutes’ employment with us is terminated by us without cause outside of a Change in Control Period, he will receive, subject to his execution and non-revocation of a release of claims, (i) continued payment of base salary for 12 months and (ii) a lump sum payment equal to the premiums that he would be required to pay for his and his dependents’ continued healthcare coverage pursuant to COBRA for 12 months, regardless of whether he elects COBRA coverage. If Mr. Lutes’ employment with us is terminated by us without cause or by him for Good Reason during a Change in Control Period, the Lutes Agreement provides that Mr. Lutes will receive, subject to his execution and non-revocation of a release of claims, (i) the severance payments described above, (ii) a lump sum bonus equal to 50% of his target annual incentive and (iii) accelerated vesting of the unvested portion of all equity awards held by him. In the event that any of the payments or benefits under the Lutes Agreement or otherwise would become subject to the Excise Tax, such payments or benefits will be (i) delivered in full, or (ii) reduced such that no portion of the payments or benefits will be subject to the Excise Tax, whichever is more favorable on an after-tax basis to Mr. Lutes.






19
















Sarah Cutrona




Ms. Cutrona is party to an Employment, Confidentiality and Non-Compete Agreement, as amended, with us, or the “Cutrona Agreement,” which provides for an annual base salary of $405,960, a discretionary bonus of 70% of her annual base salary as determined by our Board, paid time off and participation in our benefit plans. The Cutrona Agreement provides that if Ms. Cutrona’s employment with us is terminated by us without cause outside of a Change in Control Period, she will receive, subject to her execution and non-revocation of a release of claims, (i) continued payment of base salary for 12 months and (ii) a lump sum payment equal to the premiums that she would be required to pay for her and her dependents’ continued healthcare coverage pursuant to COBRA for 12 months, regardless of whether she elects COBRA coverage. If Ms. Cutrona’s employment with us is terminated by us without cause or by her for Good Reason during a Change in Control Period, the Cutrona Agreement provides that Ms. Cutrona will receive, subject to her execution and non-revocation of a release of claims, (i) the severance payments described above, (ii) a lump sum bonus equal to 50% of her target annual incentive and (iii) accelerated vesting of the unvested portion of all equity awards held by her. In the event that any of the payments or benefits under the Cutrona Agreement or otherwise would become subject to the Excise Tax, such payments or benefits will be (i) delivered in full, or (ii) reduced such that no portion of the payments or benefits will be subject to the Excise Tax, whichever is more favorable on an after-tax basis to Ms. Cutrona.










Employee benefits and perquisites




All of our full-time employees, including our named executive officers, are eligible to participate in our health and welfare employee benefit plans, including our medical, dental, vision, group life, employee stock purchase plan and accidental death and dismemberment plans, and short-term and long-term disability insurance plans. Our named executive officers participate in these plans on the same basis as other eligible employees. The value of these benefits is included above in the “All Other Compensation” column of the summary compensation table. Aside from our 401(k) Plan, we do not maintain any pension plan or arrangement under which our named executive officers are entitled to participate or receive post-retirement benefits. We do not maintain any nonqualified deferred compensation plans.












Retirement Plans




We maintain a tax-qualified retirement plan, or our 401(k) plan, that provides eligible employees with an opportunity to save for retirement on a tax-advantaged basis. Eligible employees are able to participate in our 401(k) plan as of the first day of the month following the date they meet our 401(k) plan’s eligibility requirements, and participants are able to defer up to 100% of their eligible compensation subject to applicable annual Code limits. All participants’ interests in their deferrals are 100% vested when contributed. Our 401(k) plan permits us to make matching contributions and discretionary contributions to eligible participants. In 2020, we made a safe harbor matching contribution equal to 100% of the first 5% of an eligible employee’s eligible compensation, and the eligible employee is 100% vested in such contribution when made.












Potential Payments upon Termination or Change in Control




As described above, if a named executive officer’s employment with us is terminated by us without cause, or by her/him for Good Reason, during a Change in Control Period, she/he will receive, subject to her/his execution and non-revocation of a release of claims, (i) continued payment of base salary for 12 months for Mr. Lutes, 12 months for Ms. Cutrona, and 24 months for Mr. Harvison, (ii) a lump sum payment equal to the premiums that she/he would be required to pay for her/his and her/his dependents’ continued healthcare coverage pursuant to COBRA for 12 months for Mr. Lutes, 12 months for Ms. Cutrona, and 24 months for Mr. Harvison, regardless of whether COBRA coverage is elected, (iii) a lump sum bonus equal to 50% of his target annual incentive for Mr. Lutes, 50% of her target annual incentive for Ms. Cutrona, and 100% of his target annual incentive for Mr. Harvison and (iv) accelerated vesting of the unvested portion of all equity awards held by her/him. In the event that any of the payments or benefits under a named executive officer’s employment agreement, as amended, or otherwise would become subject to the Excise Tax, such payments or benefits will be (i) delivered in full, or (ii) reduced such that no portion of the payments or benefits will be subject to the Excise Tax, whichever is more favorable on an after tax basis to the named executive officer.














20
















Outstanding Equity Awards at 2020 Fiscal Year-end




The following table presents certain information concerning equity awards held by our named executive officers at the end of the fiscal year ended December 31, 2020.






















































































































































































































































































































































































































































































Option awards




Stock awards



Name



Grant date



Number of securities underlying unexercised options (exercisable)



Number of securities underlying unexercised options (unexercisable)



Option exercise price



Option expiration date




Number of shares or units of stock that have not vested



Market value of shares or units of stock that have not vested



Jason Harvison



12/12/2014 (1)



25,000









5.15




12/11/2024















2/20/2015 (1)



70,187









5.59




2/19/2025















6/19/2015 (1)



37,500









6.31




6/18/2025















6/19/2015 (1)



68,172









6.31




6/18/2025















5/19/2017 (2)


















N/A




70,187




280,046





5/18/2018 (2)


















N/A




65,320




260,627





2/15/2019 (2)


















N/A




88,141




351,683





8/15/2019 (2)


















N/A




83,333




332,499





11/21/2019 (2)


















N/A




198,938




793,763





3/15/2020 (2)


















N/A




244,444




975,332













Christopher Lutes



6/19/2015 (1)



31,250









6.31




6/18/2025















1/26/2017 (1)



111,177









8.08




1/25/2027















5/19/2017 (2)


















N/A




70,187




280,046





5/18/2018 (2)


















N/A




65,320




260,627





2/15/2019 (2)


















N/A




88,141




351,683





8/15/2019 (2)




















83,333




332,499





3/30/2020 (2)


















N/A




122,222




487,666













Sarah Cutrona



6/19/2015 (1)



12,500









6.31




6/18/2025















5/19/2017 (2)


















N/A




9,525




38,005





5/18/2018 (2)


















N/A




23,752




94,770





2/15/2019 (2)


















N/A




32,051




127,883





8/15/2019 (2)


















N/A




30,303




120,909





4/3/2020 (2)


















N/A




44,444




177,332








(1)


100% of the shares subject to the option were vested as of December 31, 2020.




(2)


These RSUs vest as to 25% of the underlying units on each of the first four anniversaries of the award date. At the time the RSUs vest, our named executive officers will become eligible to receive one share of our common stock for each RSU vesting on that date. RSUs carry no dividend or voting rights.












Compensation Recovery or “Clawback Policy”




Effective January 1, 2020, the Company adopted an Incentive Compensation Recoupment Policy that allows for the recovery of all incentive compensation, whether paid in cash or stock, to the extent the grant, vesting, payment or amount of such compensation is based wholly or in part upon the attainment of any measure based upon or derived from financial reporting measures. The Company is authorized to require reimbursement of excess payment where the Administrator (which is the Compensation Committee, unless the Board elects to administer the policy itself) determines that any fraud or intentional misconduct by a “Covered Employee” (whether acting alone or together with others) directly or indirectly caused or materially contributed to the restatement of the Company’s financial statements after January 1, 2020 and during the three-year period preceding the date on which the Company is required to prepare the accounting restatement. The policy defines a “Covered Employee” as all Section 16 officers and other employees of the Company as may be designated by the Administrator.












21


















Prohibition on Hedging and Pledging




All of our personnel, including employees, officers and directors, are prohibited without the prior consent of the Chief Counsel or the Disclosure Committee from participating in investment strategies or owning financial instruments that hedge the economic risk of owning our stock. Our personnel are also prohibited without prior consent of the Chief Counsel or the Disclosure Committee from engaging in short sales, puts, calls, trading in options or other derivatives related to our securities other than those we granted, purchasing our securities on margin, or pledging our securities to secure a loan or other obligation.












DIRECTOR COMPENSATION












Non-Employee Director Compensation




During the year ended December 31, 2020, Mr. Harvison, our President and Chief Executive Officer, served as an employee. Mr. Harvison’s compensation is discussed in “Executive Compensation” and he received no additional compensation for service on the Board.




The current non-employee director compensation policy (the “Independent Director Compensation Policy”) originally adopted by the Board in February 2017 and revised in July 2019 is set forth below. The cash compensation and equity portions of the Independent Director Compensation Policy that were revised in July 2019 replace any previous cash or equity compensation arrangements and were revised to include a retainer for the Chairperson of the Board as the Company separated the roles of Chairperson of the Board and Chief Executive Officer.












Cash Compensation




Under the Independent Director Compensation Policy, only a director that qualifies as an independent director (as such determination is made by the Board in accordance with the listing requirements and rules of the NYSE, an “Independent Director”) is eligible to receive compensation under the policy. Each Independent Director will receive a cash retainer of $40,000 for serving on the Board, the Lead Director, to the extent one is designated, will receive an additional $12,500 cash retainer and the Chairperson of the Board will receive an additional $25,000 cash retainer.




The chairpersons and non-chair members of the following Board committees are entitled to cash retainers each year as described below:






























































Board Committee





Annual chairperson retainer





Annual non-chair member retainer





Audit Committee




$



12,500




$



7,500





Compensation Committee




10,000




5,000





Nominating and Corporate Governance Committee




10,000




5,000





Risk Committee (1)




10,000




5,000






(1)


In consideration for additional significant duties, namely conducting meetings with Company employees, Risk Committee members receive additional compensation in the form of $3,000 cash for each meeting conducted up to a maximum of four meetings per quarter and $48,000 per twelve-month period.




Cash retainers and any additional compensation approved by the Compensation Committee are a payable in arrears on a quarterly basis for as long as the director continues to be an Independent Director.












Equity Compensation




Under the Independent Director Compensation Policy, Independent Directors will receive (i) an initial equity award of restricted stock units with a grant date fair value of $300,000 and (ii) an annual equity award of restricted stock units with a grant date fair value of $110,000. All awards to Independent Directors (i) will be subject to the Company’s equity incentive plan that is in effect as of the date of grant; (ii) will vest pursuant to the vesting schedule set forth in the corresponding award agreement; and (iii) are conditioned upon the holder’s qualification as an Independent Director being continuous up to the vesting date, among other terms and conditions as provided in the Independent Director Compensation Policy.






22
















Annual equity awards are granted to each Independent Director annually following the Company’s annual meeting of stockholders. Initial equity awards are granted to newly-elected Independent Directors upon their election to the Board. Independent Directors that are reelected at the Company’s annual meeting of stockholders will not be entitled to receive an additional initial equity award.












Director Compensation Table




The following table shows the compensation earned by our non-employee directors for their services during the year ended December 31, 2020. The compensation received by Mr. Harvison, our President and Chief Executive Officer, as an employee during fiscal 2020 is reflected in the section titled “Summary Compensation Table” above.



























































































Name





Fees Earned or Paid in Cash(4)





Stock Awards(5)





Total





John C. Dean




$



54,625



$



110,000




$



164,625




Stephen B. Galasso




100,225



110,000




210,225




Tyler W.K. Head




47,500



110,000




157,500




Robert L. Johnson (1)




42,750



110,000




152,750




Saundra D. Schrock (2)




71,250



110,000




181,250




Stephen J. Shaper (3)




100,225



110,000




210,225




Bradley R. Strock




47,500



110,000




157,500









(1)


As of December 31, 2020, Mr. Johnson held a stock option for 62,500 shares, all of which were vested and exercisable.




(2)


As of December 31, 2020, Ms. Schrock held a stock option for 62,500 shares, all of which were vested and exercisable.




(3)


As of December 31, 2020, Mr. Shaper held a stock option for 62,500 shares, all of which were vested and exercisable.




(4)


The amount reported represents fees paid for services provided to us in each’s capacity as a director, as well as fees paid for additional duties as members of the Audit and Risk Committees. In response to the economic impact of the COVID-19 pandemic, the Board of Directors elected to reduce 2020 Director fees by 10% during the second half of the year. The reduced amount is reflected in this column.




(5)


The amounts represent the grant value, calculated in accordance with FASB ASC Topic 718, based on an estimated fair value assumption of (i) $1.57 per common share and (ii) 24,444 RSUs granted to our Board on May 15, 2020. Refer to “Share Based Compensation” in the Notes to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2020 for the information regarding the assumptions used to value these awards. Although the grant date value per common share was $1.57, the Board determined the number of RSUs based on a target value of the award based on an estimated value of $4.50 per share of Company stock. These RSUs vest as to 100% at the earlier of i) the one-year anniversary of the awards or ii) the date of the next annual stockholders' meeting. These RSUs are subject to the terms and conditions of the respective award agreements and the 2016 Omnibus Incentive Plan (“2016 Plan”), under which they were granted. Note that the amounts reported in this column reflect the accounting cost for these restricted stock units and do not correspond to the actual economic value that may be received by the non-employee director when the units vest and are paid out as common shares of the Company.












SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS






Beneficial Ownership




The following table sets forth information with respect to the beneficial ownership of common stock for (a) each person, or group of affiliated persons, known by us to own beneficially more than 5% of our outstanding shares of common stock, (b) each member of our Board, (c) each of our named executive officers, and (d) all of our directors and executive officers as a group.






23
















We have determined beneficial ownership in accordance with the rules of the SEC and the information is not necessarily indicative of beneficial ownership for any other purpose. Unless otherwise indicated below, to our knowledge, the persons and entities named in the table have sole voting and sole investment power with respect to all shares that they beneficially own, subject to community property laws where applicable. In computing the number of shares of our common stock beneficially owned by a person and the percentage ownership of that person, we deemed outstanding shares of our common stock subject to options or restricted stock units held by that person that are currently exercisable or exercisable within 60 days of March 31, 2021. We did not deem these shares outstanding, however, for the purpose of computing the percentage ownership of any other person.




The percentage of shares beneficially owned is computed on the basis of 35,654,988 shares of our common stock outstanding as of March 31, 2021. Unless otherwise indicated, the address of each beneficial owner listed on the table below is c/o Elevate Credit, Inc., 4150 International Plaza, Suite 300, Fort Worth, Texas 76109.





















































































































Shares beneficially owned






Percentage of shares beneficially owned




Name of beneficial owner



Number





5% stockholders(3):







Entities affiliated with Technology Crossover Ventures(1)




4,604,888



13%




Linda Stinson(2)




4,391,000



12%




Kenneth E. Rees(4)




2,405,247



7%




Named executive officers and directors:







Jason Harvison(5)




723,217



2%




Christopher Lutes(6)




774,803



2%




John C. Dean(7)




190,380



*




Stephen B. Galasso(7)




169,880



*




Tyler W.K. Head(8)




1,801,507



5%




Robert L. Johnson(9)




169,880



*




Saundra D. Schrock (9)




169,880



*




Stephen J. Shaper(9)




293,570



*



Sarah Cutrona (10)



273,578



*




Bradley R. Strock (7)




116,485



*




All current executive officers and directors as a group (12 persons)(11)




4,872,373



13%





*    Represents beneficial ownership of less than 1%.




(1)


Based on a Form 4 filed March 1, 2021, consist of (i) 89,130 shares held by TCV Member Fund, L.P. and (ii) 4,496,279 shares held by TCV V, L.P and (iii) 19,479 shares held by TCV Management 2004, L.L.C. Jay C. Hoag, Richard H. Kimball, John L. Drew, TCV Management 2004, L.L.C., and Jon Q. Reynolds, Jr., collectively, the “TCM Members,” are Class A Members of Technology Crossover Management V, L.L.C., or “TCM V,” which is the general partner of TCV V, L.P., or “TCV V,” and a general partner of TCV Member Fund, L.P., or “Member Fund,” and together with TCV V, the “TCV Funds.” TCM Members and TCM V may be deemed to beneficially own the securities held by the TCV Funds, but each of the TCM Members and TCM V disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein. The TCV Funds are organized as “blind pool” partnerships in which the limited partners (or equivalents) have no discretion over investment or sales decisions, are not able to withdraw from the TCV Funds, except under exceptional circumstances, and generally participate ratably in each investment made by the TCV Funds. The address for each of the entities identified in this footnote is c/o Technology Crossover Ventures, 250 Middlefield Road, Menlo Park, California 94025.




(2)


Based on a Form 4 filed on March 29, 2021, includes 1,688,725 shares held by The Tyler W.K. Head Trust dated March 20, 2014, over which the Linda and Mike Stinson Irrevocable Asset Trust retains dispositive power, and may be deemed by the SEC under Rule 13d-3 of the Exchange Act to be beneficially owned by Linda Stinson, the trustee of the Linda and Mike Stinson Irrevocable Asset Trust.






24
















(3)


Received notification from a previously disclosed 5% stockholder of the following holding as of March 31, 2021 (i) no remaining shares are held by VPC Specialty Lending Investments Intermediate, L.P., of which VPC Specialty Lending Investments Intermediate GP, LLC is the general partner, (ii) no remaining shares are held by VPC Special Opportunities Fund III Onshore, L.P., of which VPC Special Opportunities Fund III GP, LP is the general partner, (iii) no remaining shares are held by VPC Onshore Specialty Finance Fund II, L.P., of which VPC Specialty Finance Fund GP II, LP is the general partner, and (iv) no remaining shares are held by VPC Specialty Lending Fund (NE), L.P., of which Next Edge Specialty Finance Corp. is the general partner. Victory Park Capital Advisors, LLC is the investment manager of VPC Specialty Lending Investments Intermediate, L.P., VPC Special Opportunities Fund III Onshore, L.P., VPC Onshore Specialty Finance Fund II, L.P., and VPC Specialty Lending Fund (NE). Victory Park Capital Advisors Management GP, LLC is the managing member of Victory Park Capital Advisors, LLC. Richard Levy is the trustee of the manager of Victory Park Capital Advisors GP, LLC. The address for all entities identified in this footnote other than Next Edge Specialty Finance Corp. is 150 North Riverside Plaza, Suite 5200, Chicago, Illinois 60606. The address for Next Edge Specialty Finance Corp. is 1 Toronto Street, Suite 200, Toronto, Ontario, Canada M5C 2V6.




(4)


Based on an Amendment No. 2 to Schedule 13G filed on February 16, 2021, includes (i) 924,495 shares held by Kenneth Earl Rees Family Investments, Ltd., and (ii) 649,492 shares held by Jeanne Margaret Gulner Family Investments, Ltd. Mr. Rees is the spouse of Jeanne M. Gulner and may be deemed by the SEC under Rule 13d-3 of the Exchange Act to have shared voting power and shared power to dispose of shares held directly or indirectly by Jeanne M. Gulner.




(5)


Includes 303,706 shares subject to options exercisable and RSUs vesting within 60 days of March 31, 2021.




(6)


Consists of (i) 113,822 shares held by the Lutes Family Living Trust, a voting trust of which Mr. Lutes and Moshira Lutes, his spouse, are the voting trustees, and (ii) 245,274 shares subject to options exercisable and RSUs vesting within 60 days of March 31, 2021.




(7)


Consists of 24,444 RSUs vesting within 60 days of March 31, 2021.




(8)


Includes (i) 1,688,725 shares held by The Tyler W.K. Head Trust dated March 20, 2014, a voting trust of which Mr. Head is the voting trustee with the power to vote such shares but not the power to dispose of such shares, and (ii) 1,400 shares held by Hannah Stinson Head. Mr. Head is the spouse of Hannah Stinson Head and may be deemed by the SEC under Rule 13d-3 of the Exchange Act to have shared voting power and shared power to dispose of shares held by Hannah Stinson Head. Includes 24,444 of RSUs vesting within 60 days of March 31, 2021 in Mr. Head’s name. The 1,688,725 shares held in the Tyler W.K. Head Trust dated March 20, 2014 are pledged to collateralize a promissory note entered into in May 2018.




(9)


Consists of 86,944 shares subject to options exercisable and RSUs vesting within 60 days of March 31, 2021.




(10)


Includes 45,012 shares subject to options exercisable and RSUs vesting within 60 days of March 31, 2021.




(11)


Represents 4,872,373 shares and 1,013,358 shares subject to options exercisable and RSUs vesting within 60 days of March 31, 2021.












Equity Compensation Plan Information




The following table provides certain information with respect to all of our equity compensation plans in effect as of December 31, 2020:






















































































Name




Number of Securities To Be Issued Upon Exercise of Outstanding Options, Warrants and Rights




Weighted Average Exercise Price of Outstanding Options, Warrants and Rights




Number of Securities Remaining Available For Future Issuance Under Equity Plans (excluding securities related in column (a))




Equity compensation plans approved by security holders (1)





3,242,460



(2)



5.94



(3)



3,085,505



Equity compensation plans not approved by security holder


















Total




3,242,460




$5.94




3,085,505













25
















(1)


Includes the following plans: the 2014 Equity Incentive Plan (the "2014 Plan"), the 2016 Plan, and the Employee Stock Purchase Plan ("ESPP").




(2)


Includes 886,685 shares subject to outstanding options and 2,355,775 shares of common stock subject to outstanding RSUs.




(3)


Represents the weighted-average exercise price of outstanding options under the 2014 Plan and the 2016 Plan and is calculated without taking into account the 2,355,775 outstanding RSUs that become issuable as those units vest, without any cash consideration or other payment required for such shares.












CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS










The following is a description of each transaction since the beginning of our last fiscal year and each currently proposed transaction in which:







we have been or are to be a participant;







the amount involved exceeded or exceeds $120,000; and







any of our directors, executive officers or holders of more than 5% of our capital stock, or any immediate family member of or person sharing the household with any of these individuals, had or will have a direct or indirect material interest.












Transactions with RLJ Financial LLC




On August 1, 2012, a subsidiary of TFI, TF Payroll, LLC, or “TFP,” as purchaser, and RLJ Financial LLC, or “RLJ,” as seller, entered into an asset purchase agreement, whereby TFP purchased from RLJ all assets, including intellectual property, goodwill and other intangible assets, related to RLJ’s consumer financial products and services business, including certain of RLJ’s payroll advance products and services. Affiliates of TFP and RLJ were previously parties to a referral and revenues sharing agreement, an administrative agency agreement and a guaranty, which were terminated in connection with the asset purchase agreement. TFP paid a total purchase price of $5 million. The asset purchase agreement also obligated TFP to make earn-out payments for a period of ten years after the closing in an amount equal to 10% of the net profits from payroll-linked credit products offered or operated by TFP, or an affiliate of TFP, involving data and information provided by payroll service providers or employers or payroll software providers. RLJ is majority owned by The RLJ Companies, LLC, or “The RLJ Companies.” Robert L. Johnson, our director, is the managing member, majority owner and sole voting member of The RLJ Companies. The net assets acquired pursuant to the August 1, 2012 asset purchase agreement were subsequently transferred to us in our spin-off from TFI. On June 1, 2015, we entered into a consulting agreement with RLJ, which calls for monthly payments for a period of five years, totaling $1.5 million. For the year ended December 31, 2020, we paid RLJ $150,000 pursuant to the terms of the consulting agreement. As a part of the consulting agreement, RLJ agreed to release us from our legal obligation to make earn-out payments. Effective May 31, 2020, we provided notification of termination of this consulting agreement.












omLending Arrangement with Director under Credit Facility with Victory Park Management, LLC (“VPC”)




We have a credit facility with VPC used to fund the Rise loan portfolio with a subordinated debt component used for general corporate purposes (“VPC Facility”). Since January 1, 2020, the largest aggregate amount of principal outstanding under the VPC Facility was $182 million, the amount outstanding under the VPC Facility as of February 28, 2021 was $84 million, the amount of principal paid since January 1, 2020 was $98 million, the amount of interest paid since January 1, 2020 thru February 29, 2021 was $22 million, and the interest rate under the VPC Facility was 9.98% at December 31, 2020. Since January 1, 2020, Stephen J. Shaper, one of our directors, has committed to funding $800 thousand of the principal amount available under the Rise portion of the VPC Facility. Since January 1, 2020, the largest aggregate amount of all indebtedness outstanding under Mr. Shaper’s commitment amount was $800 thousand, and the interest payments on this investment were $81 thousand for the year ended December 31, 2020.












26


















Registration Rights




The holders, or their transferees, of an aggregate of 14,098,525 shares of our common stock associated with the conversion of preferred shares are entitled to rights with respect to the registration of such shares under the Securities Act. We refer to these shares as registrable securities. These rights are provided under the terms of the amended and restated investors’ rights agreement entered into between us and the holders of registrable securities and include demand registration rights, piggyback registration rights and Form S-3 registration rights.












Demand registration rights




Under the amended and restated investors’ rights agreement, upon the written request of the holders of 40% or more of our registrable securities that we file a registration statement under the Securities Act with an anticipated aggregate price to the public of at least $5 million (net of underwriters’ discounts and selling expenses), we will be obligated to notify all holders of registrable securities of the written request and use commercially reasonable efforts to effect the registration of all registrable securities that holders request to be registered. We are required to effect a registration statement if we have already effected more than two registration statements, counting for these purposes only registrations which have been declared or ordered effective and pursuant to which securities have been sold and forfeited demand registrations subject to certain conditions, (iii) during the period 60 days prior to, and 180 days after the effective date of, the filing of a registration initiated by us, or (iv) if the initiating holders propose to dispose of registrable securities that may be immediately registered on Form S-3 under the Securities Act. We may postpone the filing of a registration statement for up to 90 days once in a 12-month period if in the good-faith judgment of our Board such registration would be detrimental to us, provided that we do not register any securities for our account or that of any other stockholder during such 90-day period other than with respect to a registration related to a company stock plan or a registration related to a transaction under Rule 145 of the Securities Act.












Piggyback registration rights




If we register any of our securities for public sale, we are required use commercially reasonable efforts to afford each holder of registrable securities an opportunity to include in the registration statement all or part of the holder’s registrable securities. As a result, whenever we propose to file a registration statement under the Securities Act, other than with respect to a registration related to a company stock plan, a registration relating to the offer and sale of debt securities, a registration related to a transaction under Rule 145 of the Securities Act or a registration on any registration form that does not permit secondary sales, the holders of these shares are entitled to notice of the registration and have the right to include their shares in the registration.




Each holder desiring to include all or any part of the registrable securities held by it in any such registration statement is required to notify us within 20 days of being notified by us of the registration. The underwriter of any underwritten offering will have the right to limit, due to marketing reasons, the number of shares registered by these holders to 25% of the total shares covered by the registration statement.












Form S-3 registration rights




The holders of registrable securities may make a written request that we register all or a portion of their shares on Form S-3 if we are eligible to file a registration statement on Form S-3 and the aggregate price to the public of the shares offered is at least $1.0 million. We are not required to effect such registration (i) during the period 60 days prior to, and 180 days after the effective date of, the filing of a registration initiated by us, or (ii) if, in a given 12- month period, we have already effected more than two such registrations. We may postpone the filing of a registration statement for up to 90 days once in a 12-month period if in the good-faith judgment of our Board such registration would be detrimental to us, provided that we do not register any securities for our account or that of any other stockholder during such 90-day period other than with respect to a registration related to a company stock plan or a registration related to a transaction under Rule 145 of the Securities Act.












27


















Registration expenses




We will pay the registration expenses (other than underwriting discounts and commissions) in connection with the registrations described above, including the reasonable fees and disbursements of one counsel for participating holders of registrable securities.












Expiration of registration rights




Under the amended and restated investors’ rights agreement, the registration rights described above will terminate upon the earlier of:







five years after the closing of our initial public offering; and







as to each holder of registrable securities, the date on which (x) all shares of registrable securities held by such holder may immediately be sold under Rule 144 under the Securities Act or (y) such holder of registrable securities holds 1% or less of our then-outstanding common stock and all registrable securities held by such holder (together with any affiliate of the holder with whom such holder must aggregate its sales under Rule 144 under the Securities Act) can be sold during any 90-day period without registration in compliance with Rule 144 under the Securities Act.












Limitations on Liability and Indemnification Matters




Our amended and restated certificate of incorporation limits the liability of our directors to the fullest extent permitted by Delaware law as presently in existence or as may be amended from time to time. Our directors will not be personally liable for monetary damages for breach of their fiduciary duties as directors, except liability for any of the following acts:







any breach of their duty of loyalty to the corporation or its stockholders;







acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;







unlawful payments of dividends or unlawful stock repurchases or redemptions; or







any transaction from which the director derived an improper personal benefit.




These limitations of liability do not apply to liabilities arising under federal securities laws and do not affect the availability of equitable remedies such as injunctive relief or rescission.




Our amended and restated bylaws provide that we will indemnify our directors, officers, employees and other agents to the fullest extent permitted by Delaware law or other applicable law. Our amended and restated bylaws also permit us to secure insurance on behalf of any officer, director, employee or other agent for us, or any


The above information was disclosed in a filing to the SEC. To see the filing, click here.

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