EZCORP INC

Compensation Discussion and Analysis

This Compensation Discussion and Analysis describes our compensation practices and the executive compensation policies, decisions and actions of the People and Compensation Committee of our Board of Directors (the “Committee”). It focuses specifically on compensation earned during fiscal 2024 by the following individuals, referred to as our Named Executive Officers.

Executive Compensation Philosophy and Program Design

Philosophy and Goals— We have designed our executive compensation program to accomplish the following primary goals:

These principles are reflected in the following best-practice features of our executive compensation program:

Compensation Components — “Total direct” compensation is composed of four principal components, each one contributing to the accomplishment of our compensation program goals:

The Committee reviews the executive pay mix on an annual basis. The Committee does not target a fixed percentage allocation among the compensation components, but rather aims to provide the majority of executive officer compensation opportunities in the form of at-risk incentive compensation.

Benchmarking and Peer Group Data

To attract and retain the best executives for key management positions, we provide compensation opportunities that are competitive based on peer group and survey data. We do not target any specific pay percentile for our executive officers. It is important to note, however, that the majority of pay opportunities for our top executives are incentive-based and that actual realizable compensation is heavily dependent upon actual business results. See “Executive Compensation Philosophy and Program Design” above. Failure to achieve targeted results could result in realized compensation being below the competitive benchmarks. Conversely, our incentive compensation programs provide opportunities for compensation to exceed the competitive benchmarks if specified objectives are achieved at targeted levels or higher. The Committee believes that actual realizable compensation for our top executives is well aligned with our performance.

The Committee asks its independent compensation consultant to conduct an annual competitive compensation review to benchmark compensation for executive officers. Mercer (US) Inc. (“Mercer”), the Committee’s independent compensation consultant, delivered its Fiscal 2024 Executive Compensation Competitive Market Assessment (the “FY24 Mercer Executive Compensation Report”) to the Committee in August 2023 in connection with the Committee’s review and evaluation of the executive compensation program and pay levels for fiscal 2024. For that report, Mercer collected competitive pay data for a peer group of 14 publicly traded companies that were reviewed and approved by the Committee in May 2023.

There is only one publicly traded company in the marketplace with which we directly compete, FirstCash Holdings, Inc. As a result, the Committee uses a set of similarly-sized companies from relevant industries that serve similar customer bases, operate in the retail or consumer finance industries and typically have similar operating dynamics as the Company. The Committee believes this approach appropriately reflects the diverse labor market for executive talent in which we compete and presents a reasonable reference for evaluating the competitiveness of our executive compensation levels and practices.

The fiscal 2024 peer group consisted of the following companies:

In comparison to the peer group used in fiscal 2023, in fiscal 2024, two companies were removed and three were added. Atlanticus Holdings Corporation was removed due to its revenue size being outside the range of reasonable comparability, and Elevate Credit, Inc. was removed due to it no longer being public. The three companies added (Green Dot Corporation, LendingTree, Inc. and PRA Group Inc.) maintain focus on the Consumer Finance industry. When the peer group was approved by the Committee, Mercer noted that the Company was at the 38th percentile of the peer group in terms of revenue size and at the 49th percentile in terms of market capitalization.

To benchmark our executive compensation, Mercer used peer group data from the most recently available proxy filings (CEO and CFO positions and other executive positions where available) and its own executive compensation survey data (for all executive officer positions). Additional data from other published surveys was used as secondary reference points.

The FY24 Mercer Executive Compensation Report contained the following general observations, which the Committee took into consideration in evaluating and approving executive compensation for fiscal 2024:

•Total cash compensation (at target levels) for our executive officers as a group approximates the 59th percentile, with seven of eight executive officers approximating or exceeding the 50th percentile.

•Long-term incentive compensation (at target levels) is less competitive at below the 25th percentile, with six of eight executive officers below the 50th percentile.

•As a whole, total direct compensation (cash compensation plus long-term incentive) for our executive officers is at the 45th percentile, with half of our executive officers approximating or exceeding the 50th percentile.

Components of Compensation and Fiscal 2024 Executive Compensation Actions

Our executive compensation program consists of four main elements: base salaries, short-term cash incentive opportunities, long-term incentive opportunities (generally paid in the form of equity awards) and other benefits, including healthcare and retirement. Each of these components is discussed in more detail below, along with the compensation actions that were taken during fiscal 2024.

Base Salary

Our primary objective with respect to base salary levels is to provide sufficient fixed cash income to attract and retain experienced leaders in a competitive market. The base salaries of our executive officers are reviewed and adjusted (if appropriate) annually to reflect, among other things, individual performance, review of market data, experience in role, macro-economic conditions and internal equity.

The following table shows, for each Named Executive Officer, the base salaries that were in effect for fiscal 2024 and 2023:

In October 2024, the Committee determined that the fiscal 2025 base salaries for the Named Executive Officers would be as follows: Mr,. Given, $750,000 (no increase); Mr. Jugmans, $500,000 (5.3% increase); Mr. Cohen, $1,500,000 (no increase); Mr. Powell, $600,000 (no increase); and Ms. VanRoekel, $410,000 (no increase).

Annual Short-Term Incentive

Our executive officers, as well as other key Team Members, are eligible to participate in our annual short-term incentive (“STI”) plan. The plan is designed to provide financial reward contingent on achievement of annual corporate and business unit financial results, as well as personal objectives tied to our strategic goals.

The following is a summary of the terms of the fiscal 2024 STI plan, which the Committee approved in May 2023:

•The fiscal 2024 STI plan provides cash bonus opportunities based on achievement of specified performance goals. The bonus opportunity for each participant was determined based on a designated target amount, a business performance modifier based on the achievement of specified EBITDA-based performance goals for the Company as a whole (consolidated) and each business unit, and an assessment of individual performance.

•Participants were assigned to one of two “STI Incentive Pools” — Consolidated Executive Officer and Consolidated — and the total target amount for each pool equaled the aggregate designated target amount for the participants in that pool. The Consolidated Pool also includes three sub-pools based on individual business unit performance.

•The plan was subject to a “Company Performance Gate,” such that no pool would be funded if the Company did not achieve the minimum level of Adjusted EBITDA required for a corporate-level payout.

•If the Company Performance Gate was achieved, then each pool was funded in a range from 0% to 150% of the total target amount assigned to that pool, based on the level of achievement of the applicable performance goal for that pool.

•The performance goal for both the Consolidated Executive Officer pool and the Consolidated pool was based on the consolidated Adjusted EBITDA shown in the Board-approved budget for fiscal 2024 (excluding any impact of our investment in Cash Converters). The threshold level for each pool (i.e. the performance needed to achieve 50% funding) was set at 85% of the designated performance goal for that pool, and the maximum level (i.e. the performance needed to achieve 150% funding) was set at 115% of the designated performance goal. The Company Performance Gate was set at 85% of the consolidated performance goal.

•The Committee retained discretionary authority to make adjustments to the reported EBITDA as it, in its sole discretion, determined to be necessary, appropriate or desirable to take into consideration special events or other circumstances reasonably beyond management’s control (referred to as “Adjusted EBITDA”).

•Each participant’s bonus amount was funded out of their assigned pool based on an evaluation of their individual performance against objectives specified at the beginning of the year. For all participants other than the executive officers, the final bonus amounts were determined by management. For the executive officers (other than the CEO), the final bonus amounts were recommended by the CEO and approved by the Committee. The final bonus amount for the CEO was determined by the Committee.

The following table sets forth the fiscal 2024 STI target amount for each of the Named Executive Officers:

(1) Mr. Cohen, in his role as Executive Chairman, is not a participant in the STI plan, but is subject to a separate incentive opportunity specified in the terms of his employment. Pursuant to those terms, he had the opportunity to earn an incentive award of up to $1,750,000. See “Executive Chairman Incentive Award” below.

The amount of each Named Executive Officer’s STI bonus opportunity at the Threshold, Target and Maximum levels is set forth in the “Grants of Plan-Based Awards” table under “Incentive Plan Based Awards” below.

All of the Named Executive Officers were assigned to the Consolidated Executive Officer pool. During fiscal 2024, the Company achieved 109% of the specified consolidated performance goal.

In addition to the noted financial performance, management was successful in completing specific initiatives that were designed to drive progress across the key strategic focus areas for fiscal 2024, which included:

•Strengthening our core pawn business;

•Driving cost efficiency;

•Improving our Team Member experience;

•Improving and expanding our customer engagement through innovation and growth;

•Modernizing our IT and data management systems;

•Enhancing and maintaining our culture of risk management and compliance; and

•Developing the foundations of a comprehensive and integrated sustainability program.

These strategic focus areas provided the foundation for delivering strong financial performance through increased earnings and efficient balance sheet management.

Following a consideration of all of these factors, the Committee approved a funding level of 127% for the Consolidated Executive Officer pool, which included all of the Named Executive Officers. The specific bonus amount approved for each Named Executive Officer is indicated in the “Non-Equity Incentive Plan Compensation” column in the Summary Compensation Table below. Those amounts were calculated as follows:

(1) Mr. Cohen’s bonus payout was calculated as described below under “Executive Chairman Incentive Award.”

In November 2024, the Committee approved the STI plan for fiscal 2025. The fiscal 2025 STI plan contains the same design elements as the fiscal 2024 plan; however the individual business unit sub-pools were removed from the Consolidated Pool. For fiscal 2025, the Target Amounts for each of the Named Executive Officers will be as follows: Mr. Given, $1,125,000; Mr. Jugmans, $500,000; Mr. Powell, $600,000; and Ms. VanRoekel, $246,000.

Long-Term Incentives

General — Long-term incentive (“LTI”) compensation, in the form of equity awards, is a key component in our executive compensation program, helping to encourage long-term commitment, shareholder alignment and long-term performance orientation. The value of equity awards over time bears a direct relationship to the price of our stock and the gain or loss experienced by our stockholders.

All of our executive officers are eligible to receive LTI awards. We structure our LTI compensation program to place greater emphasis on long-term performance that enhances stockholder value. Many of our peers have a significant time-based vesting component to their long-term awards, while 80% of our LTI awards are subject to performance-based vesting. To further emphasize the long-term nature of these awards, 100% of the LTI awards vest at the end of a three-year performance period, rather than a prorated vesting each year during the performance period. The Committee believes this structure incentivizes and rewards longer-term vision and strategies and provides a balance to our short-term programs, which are focused on annual performance.

We are currently issuing LTI awards under the 2022 Long-Term Incentive Plan (the “2022 LTI Plan”). Under the terms of the 2022 LTI Plan, all awards must be approved by the full Board of Directors, following recommendation by the Committee.

Grant frequency — Although LTI awards may be made at any time as determined by the Committee and approved by the Board, the Committee generally considers new LTI grants for executive officers and other key employees on an annual basis. Given that these annual LTI awards are intended to incentivize performance over the full designated performance period, the Committee considers it appropriate to use the stock price at the beginning of the performance period in determining the number of shares or units to be granted. In the Committee’s view, this methodology, consistently applied, neutralizes the stock price as a factor impacting the timing of awards.

Fiscal 2024 Actions — For fiscal 2024, the Committee took the following actions regarding LTI awards:

•Grant of fiscal 2024 LTI awards — In May 2023, the Committee approved the design and structure of the fiscal 2024 LTI awards. In October 2023, the Committee authorized the issuance of awards to the executive officers and other key employees, which awards were granted in October 2023 following approval by the Board. The number of units awarded to each participant was determined by dividing the participant’s designated LTI target amount by $8.25, the closing trading price of our Class A Non-Voting Common Stock on September 29, 2023. The following table shows the fiscal 2024 LTI awards for the Named Executive Officers (other than Mr. Cohen, who is subject to a separate incentive program and is not eligible for LTI awards):

The awards took the form of restricted stock units with the following terms:

•Performance will be measured over a three-year performance period (fiscal 2024, fiscal 2025 and fiscal 2026).

•Vesting for 80% of the units awarded is subject to performance measured against specified net income targets — 20% of the units are allocated to each of the three years in the performance period (with each year measured separately based on an annual Adjusted Net Income performance goal), and 20% of the units are subject to a cumulative performance goal based on Adjusted Net Income growth over the three-year performance period.

The Committee continues to consider net income to be the long-term shareholder value metric against which management should be measured, as it reflects the scaling of profitability in a fiscally robust way. Net income takes into account the full bottom-line performance and growth of the Company, including a prudent capital structure; it is the metric that primarily drives our stock price, closely aligning management’s interests with those of our shareholders; it is one of the three primary financial goals in the Company’s “Strategic Goals and Measures” framework; and it is less susceptible to manipulation, as EPS often is with debt-financed share buybacks that potentially put financial position at risk.

•The remaining 20% of the units are subject to time-based vesting, contingent only on continuous active employment through the end of the performance period.

•The number of performance-based units (whether annual or cumulative) that will be available to vest at the end of the performance period will range from 50% (assuming minimum threshold performance is achieved) and 150%, depending on the level of performance target achievement. There is no “bonus” unit opportunity for the time-based units, and they will vest at 100% only if the continuous active employment condition is met; otherwise, they will be forfeited.

The Committee believes this structure aligns with the Company’s business strategy by maintaining executive focus on each year’s results but also driving long-term, multi-year performance. Additionally, the Committee determined, with the advice of its independent consultant, that the inclusion of a relatively small time-based element aligns the Company’s equity awards with market comparables.

•Vesting of fiscal 2022 awards — As described in our Annual Report on Form 10-K for the year ended September 30, 2022 (the “2022 Annual Report”), the fiscal 2022 LTI awards were approved in October 2021. The basic design of the fiscal 2022 awards is similar to the fiscal 2024 awards discussed above, except that 100% of the units awarded are subject to performance-based vesting (divided equally among the three years in the performance period, fiscal 2022, fiscal 2023 and fiscal 2024). As reported in our Annual Report on Form 10-K for the year ended September 30, 2023 (the “2023 Annual Report”), the Committee previously determined that 150% of the units allocated to fiscal 2022 and 147% of the units allocated to fiscal 2023 were available for vesting for those participants whose employment continued through fiscal 2024.

During fiscal 2024, the Company’s Adjusted Net Income performance ($84.7 million) exceeded the specified performance goal at the target level, and in November 2024, the Committee determined that 133% of the units allocated to fiscal 2024 (along with the units allocated to fiscal 2022 and fiscal 2023 as described above) were vested for those participants whose employment continued through the end of fiscal 2024. The resulting vesting for the Named Executive Officers was as follows: this includes 235,925 units for Mr. Given, (including 71,325 “bonus” units); 83,599 units for Mr. Jugmans, (including 25,273 “bonus” units); 136,168 units for Mr. Powell, (including 41,165 “bonus” units); and 59,535 units for Ms. VanRoekel, (including 17,996 “bonus” units).

•Second-year performance of fiscal 2023 awards — As described in our 2023 Annual Report, the fiscal 2023 LTI awards were approved in October 2022. The basic design of the fiscal 2023 awards is substantially similar to the fiscal 2024 awards discussed above, except that the three-year performance period consists of fiscal 2023, fiscal 2024 and fiscal 2025. As reported in the 2023 Annual Report, the Committee determined in November 2023 that 147% of the units allocated to fiscal 2023 were available for vesting for those participants whose employment continues through fiscal 2024.

During fiscal 2024, the Company’s Adjusted Net Income performance ($84.7 million) exceeded the specified performance goal at the target level, and in November 2024, the Committee determined that 133% of the units allocated to fiscal 2024 were available for vesting for those participants whose employment continues through the end of fiscal 2025. For the Named Executive Officers, this includes 69,001 units for Mr. Given (including 17,120 “bonus” units); 17,250 units for Mr. Jugmans (including 4,280 “bonus” units); 28,463 units for Mr. Powell (including 7,062 “bonus” units); and 11,316 units for Ms. VanRoekel (including 2,807 “bonus” units).

•First-year performance of fiscal 2024 awards —During fiscal 2024, the Company’s Adjusted Net Income performance ($84.7 million) exceeded the specified performance goal at the target level, and in November 2024, the Committee determined that 133% of the units allocated to fiscal 2024 are available for vesting for those participants whose employment continues through the end of fiscal 2026. Forthe Named Executive Officers, this includes 83,829 units for Mr. Given (including 20,799 “bonus” units); 22,568 units for Mr. Jugmans (including 5,599 “bonus” units); 38,689 units for Mr. Powell (including 9,599 “bonus” units); and 11,283 units for Ms. VanRoekel (including 2,799 “bonus” units).

•Grant of fiscal 2025 Awards —In October 2024, the Committee approved the plan design for the fiscal 2025 LTI awards. The approved design is substantially identical to the fiscal 2024 awards described above, except that the three-year performance period covers fiscal 2025, fiscal 2026 and fiscal 2027. The fiscal 2025 LTI awards were granted in November 2024 following approval by the Board. The number of units awarded to each participant was determined by dividing the participant’s designated LTI target amount by $11.21, the closing trading price of our Class A Non-Voting Common Stock on September 30, 2024. The following table shows the fiscal 2025 LTI awards for the Named Executive Officers (other than Mr. Cohen, who is subject to a separate incentive program and is not eligible for LTI awards):

(1) In October 2024, the Committee approved increases in the LTI target amounts for Mr. Given (from $2,600,000 to 3,000,000), Mr. Jugmans (from $700,000 to $900,000), and Ms. VanRoekel (from $350,000 to $400,000). These changes better align the executives’ long-term incentive compensation and total direct compensation with peer group executives in comparable positions (at the 41st percentile and 43rd percentile, respectively, for Mr. Given; at the 43rd percentile and 45th percentile, respectively, for Mr. Jugmans; and at the 43rd percentile and 63rd percentile, respectively, for Ms. VanRoekel), and is consistent with the Company’s pay-for-performance philosophy and emphasis on long-term compensation.

Executive Chairman Incentive Award

As Executive Chairman, Mr. Cohen has an incentive compensation opportunity of $1,750,000 per year, awarded in the form of cash-settled phantom stock units (“Units”) tied to the trading price of the Company’s Class A Common Stock, as follows:

•Award — At the beginning of a fiscal year (the “Performance Year”), the number of Units awarded is determined by dividing $1,750,000 by the stock price at the close of the immediately preceding fiscal year.

•Vesting — The awarded Units vest at the end of the Performance Year so long as the “Company Performance Gate” under the Company’s STI plan for the Performance Year has been achieved. The Company Performance Gate is the level of performance (generally measured in terms of Adjusted EBITDA) needed to achieve any payout under the STI plan. Even if the Company Performance Gate is achieved, the Committee in its discretion may reduce the number of Units that vest based upon the Committee’s evaluation of Mr. Cohen’s achievement of individual performance objectives. Conversely, if the Company Performance Gate is not achieved, the Committee in its discretion may choose to vest some or all of the Units based an evaluation of Mr. Cohen’s achievement of individual performance objectives.

•Payout — The vested Units will be paid out in two installments. The first installment will be paid as soon as practicable after the end of the Performance Year and will be an amount of cash equal to 50% of the vested Units multiplied by the stock price at the end of the Performance Year. The second installment will be paid out at the end of the next fiscal year and will be an amount of cash equal to 50% of the vested Units multiplied by the stock price at that time.

At the beginning of fiscal 2024, Mr. Cohen received 212,121 Units (the “FY24 Units”), which was calculated by dividing the bonus opportunity ($1,750,000) by $8.25, the closing trading price of our Class A Non-Voting Common Stock on September 29, 2023. In September 2024, the Committee reviewed and evaluated Mr. Cohen’s individual performance during fiscal 2024, noting Mr. Cohen’s valuable contributions in key strategic areas, including the following:

•Providing leadership and mentorship to the CEO, COO and CFO;

•Providing counsel and advice on development and execution of strategic plan;

•Providing direction, high-level involvement and support on key growth initiatives, including acquisitions, strategic investments and partnerships and de novo developments;

•Providing counsel and operational guidance to improve store-level performance and Team Member engagement; and

•Providing thought leadership and guidance on financing and capital allocation strategies.

As noted above, the Committee has determined that the Company Performance Gate under the fiscal 2024 STI plan has been achieved. See “Annual Short-Term Incentive” above. Consequently, and taking into consideration the Committee’s evaluation of Mr. Cohen’s individual performance, the Committee approved the vesting of 100% of the FY24 Units. Under the terms of Mr. Cohen’s incentive opportunity, 50% of those Units (or 106,060 Units) will be paid out on a per-Unit value of $11.21 (the closing trading price of our Class A Common Stock on September 30, 2024), translating to a cash payout of $1,188,933. The remaining 50% of the FY24 Units (106,061 Units) will be paid at the end of fiscal 2025 based on the closing trading price of our Class A Non-Voting Common Stock at that time.

In September 2024, the Committee maintained Mr. Cohen’s incentive compensation opportunity at $1,750,000, and for fiscal 2025, Mr. Cohen received 156,110 Units (the “FY25 Units”), which was calculated by dividing the bonus opportunity ($1,750,000) by $11.21, the closing trading price of our Class A Non-Voting Common Stock on September 30, 2024. The FY25 Units will be subject to the vesting and payout terms described above.

Supplemental Executive Retirement Plan

We provide selected executives with a non-qualified Supplemental Executive Retirement Plan (“SERP”) to offer a competitive benefit and to assist in offsetting potential impacts of contribution limitations applicable to our 401(k) retirement savings plan. For fiscal 2024, the Committee approved SERP contributions for each of the executive officers equal to 10% of base salary. This resulted in the following SERP contributions for each of the Named Executive Officers (other than Mr. Cohen who is not eligible for SERP contributions):

In September 2024, the Committee approved fiscal 2025 SERP contributions equal to 10% of base salary for each of the executive officers (other than Mr. Cohen). For the Named Executive Officers, those contributions were $75,000 for Mr. Given, $50,000 for Mr. Jugmans, $60,000 for Mr. Powell and $41,000 for Ms. VanRoekel.

Other Benefits and Perquisites

The executive officers participate in other benefit plans on the same terms as other Team Members. These plans include medical, dental, life insurance and our 401(k) retirement savings plan. In addition, we provide supplemental healthcare benefits to our executive officers. The amount of that benefit for the Named Executive Officers is included in the “All Other Compensation” column of the Summary Compensation Table below.

Executive Compensation Governance and Process

Composition of the People and Compensation Committee

The People and Compensation Committee is comprised of four members — Mr. Lagos (Chair), Mr. Appel, Ms. Arnold and Mr. Tillett — each of whom is an independent director. See “Part III, Item 10 — Directors, Executive Officers and Corporate Governance — Board of Directors.”

Role of the Committee

The Board of Directors has authorized the Committee to establish the compensation programs for all executive officers and to provide oversight for compliance with our compensation philosophy. The Committee delegates the day-to-day administration of the compensation plans to management and retains responsibility for ensuring that the plan administration is consistent with our policies.

Annually, the Committee sets the compensation for our executive officers, including objectives and awards under incentive plans (subject to approval of LTI awards by the Board of Directors). The Committee also reviews all other proposed LTI awards and makes recommendations to the Board of Directors on proposed LTI awards and the appropriate compensation for the non-employee directors.

The Committee also oversees the Company’s human capital management (HCM) strategy, policies and activities, including succession planning and corresponding individual development in order to maintain the talent necessary to fulfill our operational and strategic objectives; diversity and inclusion initiatives; Team Member engagement; and assessing the overall effectiveness of our HCM programs. For more information on the Committee's role, see “Part III, Item 10 — Directors, Executive Officers and Corporate Governance — Corporate Governance — Committees of the Board — People and Compensation Committee,” as well as the Committee's charter, which can be found in the Investor Relations section of our website at www.ezcorp.com.

Role of Management

The Committee receives data regarding compensation trends, succession plans, issues and recommendations from management. Members of management, including the Chief Executive Officer, Chief Human Resources Officer and Chief Legal Officer, attend Committee meetings at the invitation of the Committee. In addition, our Chief Executive Officer provides input on individual performance and recommendations regarding compensation adjustments to the Committee for executive officer positions other than his own.

Role of the Independent Compensation Consultant

Under its charter, the Committee has sole authority to retain, terminate, obtain advice from, oversee and compensate its outside advisors, including its compensation consultant. We have provided appropriate funding to the Committee to do so.

Since March 2020, the Committee has retained Mercer as its independent compensation consultant. The Committee’s independent compensation consultant reports directly to the Committee, and the Committee may replace its independent compensation consultant or hire additional consultants at any time. The Committee’s independent compensation consultant communicates with, and attends meetings of, the Committee as requested.

The Committee annually evaluates the independence of its independent compensation consultantin providing executive compensation consulting services, and to date has found no conflict of interest with respect to Mercer.

During fiscal 2024, Mercer, among other things, advised the Committee on the principal aspects of our executive compensation program, updated the Committee on evolving best practices and provided market information and analysis regarding the competitiveness of our program design and award values.

Compensation Risk

The Committee continually monitors our general compensation practices, specifically the design, administration and assessment of our incentive plans, to identify any components, measurement factors or potential outcomes that might create an incentive for excessive risk- taking detrimental to the Company. The Committee has determined that our compensation plans and policies do not encourage excessive risk-taking.

Our executive compensation program provides a balance of short-term and long-term incentives that reward achievement of profitable, consistent and sustainable results. These include:

•Annual incentive compensation tied to achievement of profitable Company or business unit performance (as measured by consolidated and/or business unit EBITDA);

•Meaningful long-term equity incentive opportunities that are substantially performance-based and provide an incentive to deliver long-term growth in stockholder value as a result of sustained earnings growth.

We maintain the following policies to mitigate compensation risk:

•Compensation Recovery Policy — The Board of Directors has adopted a Compensation Recovery Policy that complies with the requirements of the Nasdaq Listing Rules. Under the policy, the Company generally is required to take reasonably prompt action to recover “Erroneously Awarded Compensation” from the persons subject to the policy (including the executive officers) if the Company is required to prepare an accounting restatement due to the Company’s material noncompliance with financial reporting requirements. “Erroneously Awarded Compensation” is the amount of incentive compensation received by a covered person in excess of the amount that would have been received had it been determined based on the restated amounts. A copy of the Compensation Recovery Policy, which became effective on August 1, 2023, is filed as an exhibit to this Report.

•Anti-Hedging Policy —We maintain a policy prohibiting the trading of “derivative securities” related to, or engaging in “short sales” of, our stock by members of the Board of Directors, executive officers or any other persons associated or affiliated with the Company (through employment, contractual relationship or otherwise) who are designated from time to time by the Board of Directors. For purposes of the policy, a “derivative security” is any option, warrant, convertible security, stock appreciation right or similar right with an exercise or conversion privilege at a price related to our stock, or similar securities with a value derived from the value of our stock; and a “short sale” is any sale of stock that the seller does not own or any sale that is consummated by the delivery of stock borrowed by, or for the account of, the seller. The Board believes that this policy, by preventing the shifting of the risks of ownership of Company stock, helps to align the interests of management with the interests of the other Company stockholders.

•Executive Share Retention Policy —The Board of Directors has adopted stock ownership requirements applicable to the members of the Board of Directors and the executive officers. Pursuant to those requirements, each non-executive member of the Board of Directors and each executive officer is required to hold a number of shares of Class A Non-Voting Common Stock having a market value equal to the applicable “Required Multiple” of the annual retainer fee (in the case of the non-executive directors) or base salary (in the case of the executive officers). The Required Multiple is 4X for the non-executive directors and the CEO, 2X for the Executive Chairman and 1X for the other executive officers. Each person subject to the stock ownership requirements is required to hold at least 50% (in the case of the non-executive directors) or 30% (in the case of the executive officers) of each vesting of restricted stock or restricted stock units until the required stock ownership amount is satisfied. Thereafter, such person can sell shares (subject to our trading window policy) as long as the required stock ownership amount is maintained. Because each share of Class B Voting Common Stock is convertible into a share of Class A Non-Voting Common Stock, the shares of Class B Voting Common Stock held by Mr. Cohen are treated as the equivalent number of shares of Class A Non-Voting Common Stock for purposes of applying the stock ownership requirements.

All directors and executive officers are currently in compliance with the stock ownership requirements.

Other Executive Compensation Matters

Change in Control Severance Plan — The executive officers (other than Mr. Cohen) are participants in the EZCORP, Inc. Change in Control Severance Plan (the “CIC Severance Plan”), which was approved and adopted by the Board of Directors in November 2022. A participant in the CIC Severance Plan is entitled to receive certain severance benefits if both of the following events occur (a “double trigger”): The Company experiences a change in controland the executive’s employment is terminated within two years thereafter. The severance benefits include a cash payment equal to (1) a multiple of the participant’s annual base salary and target STI bonus plus (2) the participant’s prorated target bonus for the year in which the termination occurs. In addition, the Company will provide continued healthcare benefits for a number of years equal to the applicable multiple. The multiple referred to varies by executive officer, with the CEO, COO and CFO having multiples of 2.0 and the remaining executive officer participants having multiples of 1.5.

The Board of Directors has also approved amendments to the 2022 Long-Term Incentive Plan and all outstanding LTI awards to provide for the acceleration of vesting (at target levels, in the case of performance-based awards) upon the occurrence of a qualifying termination following a change in control. This acceleration of vesting benefit applies to the CIC Severance Plan participants, as well as all other holders of outstanding LTI awards.

Generally, for purposes of the CIC Severance Plan, a change in control will be deemed to have occurred if a person or group acquires beneficial ownership of 50% or more of the combined voting power of the outstanding Company securities, either directly or through consummation of a business combination; provided, however, that any acquisition or beneficial ownership of voting securities by, or a transfer of voting securities to, Mr. Cohen, any of his heirs or any entity that is owned or controlled by Mr. Cohen or any of his heirs, shall not constitute a change in control.

The foregoing is a summary description of the principal terms of the CIC Severance Plan and is qualified in its entirety by reference to the full terms and provisions set forth in the plan document, which is filed as an exhibit to this Report.

Other severance benefits— We provide the following other severance benefits to our executive officers (other than Mr. Cohen):

•Unless severance benefits under the CIC Severance Plan are triggered, each of our executive officers will receive one year’s base salary (as a lump sum or in the form of salary continuation) if their employment is terminated by the Company without cause.

•Generally, restricted stock and restricted stock unit awards, including those granted to the executive officers, provide for accelerated vesting of some or all of the unvested shares or units in the event of the holder's death or disability.

More information on severance arrangements can be found under “Other Benefit Plans— Certain Termination Benefits” below. The Committee believes that these benefits provide important protection to the executive officers, are consistent with practice of the peer companies and are appropriate for attraction and retention of executive talent.

Restrictive Covenant Agreements — Each of our executive officers (other than Mr. Cohen), along with other key Team Members, has entered into a Restrictive Covenant Agreement under which the executive is subject to confidentiality and non-disclosure obligations with respect to various categories of proprietary, competitively sensitive and confidential information. In addition, each such executive has agreed that, for a period of one year following the termination of employment with the Company, they will not compete with the Company (within a defined area) and will not solicit the Company's Team Members or suppliers.

Employment Contract for Mr. Given — On November 14, 2023, we entered into an Employment Contract with Mr. Given, our Chief Executive Officer, who resides in London, England. The Employment Contract was entered into to comply with U.K. employment laws and is not intended to alter the fundamental elements of Mr. Given’s employment relationship, including the compensatory arrangement as reflected in this Compensation Discussion and Analysis. The terms of the Employment Contract mirror as close as possible the terms of Mr. Given’s pre-existing U.S. employment, although certain modifications were necessary to adapt to a U.K. employment environment, particularly with regards to healthcare and other benefits. All compensation received by Mr. Given under the Employment Contract is reflected in the Summary Compensation Table below, including the “All Other Compensation” column, which includes healthcare and other benefits.

Compensation Committee Report

The Compensation Committee has reviewed the foregoing Compensation Discussion and Analysis and has discussed it with management. Based on that review and those discussions, the Committee has recommended to the Board of Directors that the Compensation Discussion and Analysis be included in our Annual Report on Form 10-K for the fiscal year ended September 30, 2024.

Pablo Lagos Espinosa, ChairMatthew W. AppelZena Srivatsa ArnoldGary L. Tillett

Compensation Committee Interlocks and Insider Participation

None of the persons who served as members of the Compensation Committee during fiscal 2024 are or have ever been an officer of or employed by the Company, nor do they have any relationship that requires disclosure under Item 404 of Regulation S-K, the SEC’s rules requiring disclosure of certain relationships and related party transactions.

Summary Compensation Table

The table below summarizes the total compensation for fiscal 2024, 2023 and 2022 for the Named Executive Officers. The amounts shown reflect the compensation received by each of the Named Executive Officers for the positions in which they were serving during the fiscal years so noted, as follows:

•Mr. Given served as Chief Strategy, M&A and Strategic Funding Officer during fiscal 2021 and the first quarter of fiscal 2022. He was named Co-Interim Chief Executive Officer effective January 12, 2022 and appointed Chief Executive Officer on March 3, 2022.

•Mr. Jugmans has served as Chief Financial Officer during all of the three fiscal years reported.

•Mr. Cohen has served as Executive Chairman during all of the three fiscal years reported.

•Mr. Powell was promoted to the position of President, Global Pawn in October 2021 and held that position until he was named Co-Interim Chief Executive Officer effective January 12, 2022 and appointed Chief Operating Officer on March 3, 2022.

•Ms. VanRoekel has served as Chief Human Resources Officer during all of the three fiscal years reported.

(1)Amounts represent the aggregate grant date fair value of restricted stock or restricted stock unit awards, computed in accordance with FASB ASC 718-10-25. See Note 8: Common Stock And Stock Compensation of Notes to Consolidated Financial Statements included in “Part II, Item 8 — Financial Statements and Supplementary Data.” The actual value realized by the Named Executive Officer with respect to stock awards will depend on whether the award vests and, if it vests, the market value of our stock on the date the stock is sold.

For a description of these awards, see the “Grant of Plan-Based Awards” table under “Incentive Plan Based Awards” below. See also “Compensation Discussion and Analysis — Components of Compensation and Fiscal 2024 Executive Compensation Actions — Long-Term Incentives” above.

(2)For Named Executive Officers other than Mr. Cohen, amounts represent the incentive bonuses paid pursuant to the Short-Term Incentive Compensation Plan. See “Compensation Discussion and Analysis — Components of Compensation and Fiscal 2024 Executive Compensation Actions — Annual Incentive Bonuses” above. For Mr. Cohen, amounts represent the incentive bonuses paid pursuant to the special incentive compensation arrangement described under “Compensation Discussion and Analysis — Components of Compensation and Fiscal 2024 Executive Compensation Actions — Executive Chairman Incentive Award.”

(3)Amounts include the cost of providing various perquisites and personal benefits, as well as the value of our contributions to the company-sponsored 401(k) plan and Supplemental Executive Retirement Plan. For detail of the amounts shown for each Named Executive Officer, see the table under “Other Benefits and Perquisites — All Other Compensation” below.

(4)Mr. Given and Mr. Jugmans serve on the board of directors of Cash Converters International Limited, with Mr. Jugmans serving as non-executive chairman. The director fees paid to each of them during fiscal 2024 by Cash Converters International Limited were as follows: Mr. Given, AUD $97,500; and Mr. Jugmans, AUD $172,500. These amounts are not included in the Summary Compensation Table, as they were paid by Cash Converters International Limited, which is not controlled by EZCORP.

CEO Pay Ratio

The following information sets forth our calculation of the ratio between the annual total compensation of Lachlan P. Given, our Chief Executive Officer, and the annual total compensation of our median Team Member (“CEO Pay Ratio”).

•Mr. Given’s total annual compensation for fiscal 2024 was $5,206,596. That number is derived from the numbers set forth in the Summary Compensation Table above.

•Our median Team Member’s total annual compensation for fiscal 2024 was $18,137, consisting of gross annual wages, bonuses, overtime pay and other benefits.

•Based on those numbers, our CEO Pay ratio for fiscal 2024 is 287:1.

Our CEO Pay Ratio is based on the following methodology:

•When we identified our median Team Member, we selected gross wages paid during fiscal 2024 as the most appropriate measure of compensation and applied that measure consistently across our global population. Gross wages generally include salary and wages (regular, hourly and overtime), commissions and bonuses. We annualized the compensation of all permanent full-time and part-time Team Members as of September 30, 2024.

•We calculated the median Team Member’s total annual compensation in accordance with the rules used to calculate the CEO’s compensation included in the Summary Compensation Table above.

•Using this methodology, we determined that our median Team Member was a full-time certified store manager located in Mexico where Team Member wages and cost of living are significantly lower than the U.S.

In calculating CEO pay ratios, companies are permitted to adopt a variety of methodologies, apply certain exclusions and make reasonable estimates and assumptions reflecting their unique employee populations. Therefore, our CEO Pay Ratio, as described above, may not be comparable to CEO pay ratios reported by other companies due to differences in industries and geographical dispersion of employees, as well as the different estimates, assumptions and meth odologies applied by other companies in calculating their CEO pay ratios.

Incentive Plan Based Awards

The following table sets forth certain information about plan-based awards that we made to the Named Executive Officers during fiscal 2024. For information about the plans under which these awards were granted, see “Compensation Discussion and Analysis — Components of Compensation and Fiscal 2024 Compensation Actions — Annual Incentive Bonus” and “Compensation Discussion and Analysis — Components of Compensation and Fiscal 2024 Executive Compensation Actions — Long-Term Incentives” above.

Grants of Plan-Based Awards

(1)These amounts represent the potential payouts under the fiscal 2024 Short-Term Incentive Compensation Plan. See “Compensation Discussion and Analysis — Components of Compensation and Fiscal 2024 Executive Compensation Actions — Annual Incentive Bonuses” above. The “Target” amount is the amount that would be paid if the specified performance goals are achieved at the target level (although the People and Compensation Committee may reduce any award if it chooses to do so). The “Threshold” reflects the amount that would be paid if the minimum performance goals are achieved, while the “Maximum” amount represents the maximum amount that would be paid if the maximum performance goals are achieved or exceeded. See the “Non-Equity Incentive Plan Compensation” column in the Summary Compensation Table above for the amount of the actual payout for each of the Named Executive Officers.

(2)The amounts shown represent long-term incentive (LTI) awards (stated in number of units) under our Long-Term Incentive Plans. See “Compensation Discussion and Analysis — Components of Compensation and Fiscal 2024 Executive Compensation Actions — Long-Term Incentives.

(3)Represents the estimated grant date fair value of the fiscal 2024 LTI awards, assuming payout at “Target” level. This is the estimated amount of aggregate compensation cost we expect to recognize over the performance period, determined as of the grant date. Because of the structure of the fiscal 2024 awards (as described under “Compensation Discussion and Analysis — Components of Compensation and Fiscal 2024 Executive Compensation Actions — Long-Term Incentives — Fiscal 2024 Actions — Grant of Fiscal 2024 Awards” above), each annual tranche of the awards is treated as a separate award for accounting purposes. Consequently, the amount shown represents the grant date fair value of the first annual tranche (20% of the award) plus the grant date fair value of the cumulative three-year performance tranche (20% of the award) plus the grant date fair value of the time-based tranche (20% of the award). The grant date fair value of the second and third annual tranches will be reflected in future years when the performance conditions for those tranches are established and they are deemed to be granted for accounting purposes.

(4)Represents the grant date fair value of the “bonus” units awarded with respect to the third tranche of the fiscal 2021 LTI awards based on Adjusted Net Income performance during fiscal 2023, as discussed in our 2023 Annual Report under “Compensation Discussion and Analysis — Components of Compensation and Fiscal 2023 Executive Compensation Actions — Long-Term Incentives — Fiscal 2023 Actions — Third Year Performance of Fiscal 2021 Awards.”

(5)Represents the grant date fair value of the “bonus” units awarded with respect to the second tranche of the fiscal 2022 LTI awards based on Adjusted Net Income performance during fiscal 2023, as discussed in our 2023 Annual Report under “Compensation Discussion and Analysis — Components of Compensation and Fiscal 2023 Executive Compensation Actions — Long-Term Incentives — Fiscal 2023 Actions — Second Year Performance of Fiscal 2022 Awards.”

(6)Represents the grant date fair value of the “bonus” units awarded with respect to the first tranche of the fiscal 2023 LTI awards based on Adjusted Net Income performance during fiscal 2023, as discussed in our 2023 Annual Report under “Compensation Discussion and Analysis — Components of Compensation and Fiscal 2023 Executive Compensation Actions — Long-Term Incentives — Fiscal 2023 Actions — First Year Performance of Fiscal 2023 Awards.”

(7)Represents the aggregate grant date fair value of the third tranche of the fiscal 2022 LTI awards and the second tranche of the fiscal 2023 LTI awards. Because of the structure of those awards, these tranches were treated as separate awards for accounting purposes granted at the beginning of fiscal 2024, even though the full number of units associated with the awards was included in the “Grants of Plan-Based Awards” table in the 2022 Annual Report and the 2023 Annual Report, respectively.

The following table sets forth certain information about outstanding stock awards held by the Named Executive Officers as of the end of fiscal 2024. None of the Named Executive Officers holds any stock options.

Outstanding Equity Awards at Fiscal Year-End

(1)Stated at target levels.

(2)Market value is based on the closing price of our Class A Common Stock on September 30, 2024, the last market trading day of fiscal 2024 ($11.21).

(3)These units vested in November 2024 following approval by the People and Compensation Committee. See “Compensation Discussion and Analysis — Components of Compensation and Fiscal 2023 Executive Compensation Actions — Long-Term Incentives” above.

Stock Vested

The following table sets forth, with respect to each of the Named Executive Officers, certain information about restricted stock that vested during fiscal 2024:

(1)Includes shares withheld to satisfy tax withholding obligations.

(2)Computed using the fair market value of the stock on the date of vesting.

Other Benefits and Perquisites

401(k) Retirement Plan — All U.S. Team Members are given an opportunity to participate in our 401(k) retirement savings plan (following a new-hire waiting period). Subject to statutory limits of the IRS, this plan allows participants to have pre-tax amounts withheld from their pay and provides for a discretionary employer matching contribution (historically, 25% up to 6% of salary). Matching contributions are made in the form of cash. Participants may invest their contributions in various fund options, but are prohibited from investing their contributions in our common stock. A parti cipant vests in the matching contributions over the first three years of service, provided the hours worked requirement is met. A participant’s’ matching contributions vest 100% in the event of death, disability or termination of the plan due to a change in control.

Supplemental Executive Retirement Plan — We provide U.S. executive officers with a non-qualified Supplemental Executive Retirement Plan (“SERP”) to offer a competitive benefit and to assist in offsetting potential impacts of contribution limitations applicable to our 401(k) retirement savings plan. The SERP has similar investment options as are available under the 401(k) retirement savings plan. Company contributions to the SERP are formula-based, reviewed and approved by the People and Compensation Committee each year. For fiscal 2024, our annual contributions to the SERP were calculated as 10% of base salary. For fiscal 2025, the Company contributions to the SERP will continue at the same rates for executive officers. Under the terms of the SERP, participants are also allowed to voluntarily defer all or a portion of their salary and bonus payments into the SERP. There were eight participants during fiscal 2024.

All Company contributed SERP funds have a vesting schedule as an additional retention tool. Generally, the funds vest over three years from the contribution date, with one-third vesting each year. All of a participant’s Company contributed SERP funds vest 100% in the event of the participant’s death or disability or the termination of the plan due to a change in control. In addition, all Company contributed SERP funds are 100% vested when a participant attains age 50 and five years of active service. All Company contributed SERP funds are forfeited, regardless of vesting status, if the participant’s employment is terminated for cause.

A participant may not withdraw any portion of his or her SERP account while still employed by the Company unless, in the sole opinion of management, the participant has an unforeseeable emergency, which is defined as a severe financial hardship resulting from an illness or accident of the participant, the participant’s spouse or a dependent; the loss of the participant’s property due to casualty; or other similar extraordinary and unforeseeable circumstance arising as a result of events beyond the participant’s control.

The following table describes the SERP contributions, earnings and balance at the end of fiscal 2024 for each of the Named Executive Officers:

Nonqualified Deferred Compensation

(1)These amounts were included in the Summary Compensation Table above in the column labeled “All Other Compensation.”

(2)These amounts were not included in the Summary Compensation Table as the earnings were not in excess of market rates.

(3)Of the Aggregate Balance at September 30, 2024, the following amounts were previously reported as compensation in the Summary Compensation Tables for prior years: $573,395 for Mr. Given; $102,943 for Mr. Jugmans; $127,463 for Mr. Powell, and $82,841 for Ms. VanRoekel.

All Other Compensation — The following table describes each component of the amounts shown in the “All Other Compensation” column in the Summary Compensation Table above.

(1)We provide a fully insured supplemental executive medical plan to certain executives, including all of the Named Executive Officers, to cover most healthcare costs in excess of amounts covered by our health insurance plans. The amounts shown (other than the fiscal 2024 and fiscal 2023 amounts for Mr. Given) represent the total premiums paid for the supplemental executive medical plan for each of the Named Executive Officers during each of the years presented. The fiscal 2024 and fiscal 2023 amounts for Mr. Given represent the amount we reimbursed Mr. Given for a supplemental health policy and other medical services in the U.K. that, along with his U.K. National Health Service coverage, provides Mr. Given with healthcare benefits that are comparable to the benefits provided to the other executive officers.

(2)Represents group life insurance premiums paid on behalf of the Named Executive Officers. The benefit provides life and accidental death and dismemberment coverage for the Named Executive Officers at three times annual salary up to a maximum of $1 million. The fiscal 2024 and fiscal 2023 amounts for Mr. Given represent the amount we paid for a rider to the group term policy to provide Mr. Given with comparable benefits in the U.K.

(3)Includes Company contributions to the 401(k) plan and the Supplemental Executive Retirement Plan.

(4)Includes Company-reimbursed expenses related to immigration assistance and tax support services.

Certain Termination and Change-in-Control Benefits— The following is a summary of various agreements that provide for benefits to the continuing Named Executive Officers upon termination of employment or a change-in-control:

•Restricted Stock Award Agreements— The standard restricted stock award agreement pursuant to which we grant restricted stock or restricted stock units to our Team Members generally provides that vesting is accelerated in the event of the holder’s death or disability.

•SERP Contributions — For all executives who participate in the SERP (including the Named Executive Officers), any unvested Company contributions to the SERP will vest in the case of death or disability of the participant or a change in control.

•General Severance Benefits— We currently provide each of our executive officers (other than Mr. Cohen) with one-year salary continuation if his or her employment is terminated by the Company without cause. This severance benefit is reflected in the terms of Mr. Given’s U.K. Employment Contract. See “Compensation Discussion and Analysis — Other Executive Compensation Matters — Employment Contract for Mr. Given.”

•Change in Control Severance Benefits — The executive officers (other than Mr. Cohen) are subject to the Change in Control Severance Plan, which provides them with certain severance benefits in the form cash payments and continued healthcare benefits in the event that their employment is terminated in connection with or within two years following a change in control of the Company. See “Compensation Discussion and Analysis — Other Executive Compensation Matters — Change in Control Severance Plan.” In addition, all outstanding LTI awards provide for the acceleration of vesting (at target levels, in the case of performance-based awards) upon the occurrence of a qualifying termination following a change in control.

The following table sets forth the amounts of severance or termination benefits that would have been payable to each of the Named Executive Officers upon the occurrence of various events, assuming each of the events occurred on September 30, 2024:

(1)Represents the number of shares subject to accelerated vesting (as described above), multiplied by the closing sales price of the Class A Common Stock on September 30, 2024 ($11.21).

(2)Mr. Powell is fully vested in his SERP account.

(3)Subject to the terms of the Change in Control Severance Plan. See “Compensation Discussion and Analysis — Other Executive Compensation Matters — Change in Control Severance Plan.”

Director Compensation

Each non-employee director receives a basic annual retainer fee, with the Lead Independent Director, the chair of the Audit and Risk Committee and the chair of the People and Compensation Committee each receiving an additional amount. During fiscal 2023 the basic annual retainer fee was $80,000, and additional amounts paid to the Lead Independent Director, the chair of the Audit and Risk Committee and the chair of the People and Compensation Committee were $40,000, $27,500 and $15,000, respectively. Annual retainer fees are paid in cash on a quarterly basis.

The non-employee directors are also eligible for stock option and restricted stock awards. The number of options or shares of restricted stock awarded, as well as the other terms and conditions of the awards (such as vesting and exercisability schedules and termination provisions), are determined by the Board of Directors upon the recommendation of the People and Compensation Committee. Historically, the directors have each received an annual restricted stock award with a grant date value equal to 2X the annual retainer fee. The annual award cycle is based on our Annual Meeting of Stockholders, which is generally held in February or March of each year, with the awards being granted on the date of the Annual Meeting of Stockholders and vesting on the day immediately preceding the date of the Annual Meeting of Stockholders held in the following year (but no later than March 31).

The following table sets forth the compensation paid to our non-employee directors for fiscal 2024. Mr. Cohen and Mr. Given are executive officers of the Company and do not receive any additional compensation for serving on the Board of Directors.

(1)Amounts represent the aggregate grant date fair value of restricted stock awards, computed in accordance with FASB ASC 718-10-25. See Note 8: Common Stock And Stock Compensation of Notes to Consolidated Financial Statements included in “Part II, Item 8 — Financial Statements and Supplementary Data”. The actual value realized by the director with respect to stock awards will depend on the market value of our stock on the date the stock is sold.

Each of the non-employee directors received a grant of 15,037 shares of restricted stock on March 21, 2024. That amount was determined by dividing $160,000 (2X the annual director fee) by $10.64, the trading price of the Class A Common Stock at the time of grant. These shares are scheduled to vest immediately before the 2025 Annual Meeting of Stockholders (but no later than March 31, 2025).

As of September 30, 2024, each of the continuing non-employee directors held 15,037 shares of unvested restricted stock.

The non-employee director compensation program for fiscal 2025 will generally be the same as the fiscal 2024 program described above.