Regional Management Corp.

This summary highlights information contained elsewhere in this Proxy Statement. It does not contain all of the information that you should consider. You should read the entire Proxy Statement carefully before voting.

Annual Meeting of Stockholders

Meeting Agenda

Transact other business as may properly come before the meeting

Election of Director Nominees

The following table provides summary information about each director nominee. The nominees receiving a plurality of the votes cast at the meeting will be elected as directors.

Ratification of Independent Registered Public Accounting Firm

As a matter of good corporate governance, we are asking our stockholders to ratify the selection of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024.

Approval of the Regional Management Corp. 2024 Long-Term Incentive Plan

We are proposing that our stockholders approve the Regional Management Corp. 2024 Long-Term Incentive Plan (the “2024 Plan”) in order to: (i) comply with the New York Stock Exchange (the “NYSE”) rules requiring stockholder approval of equity compensation plans and (ii) allow the grant of incentive stock options to employee participants in the 2024 Plan. See “Proposal No. 3: Approval of Regional Management Corp. 2024 Long-Term Incentive Plan,” below.

We believe that our long-term incentive compensation program allows us to compete with comparable companies in our industry in order to attract and retain talented individuals who contribute to our long-term success. We also believe that the 2024 Plan effectively provides substantial incentive to achieve our business objectives and build stockholder value, thereby aligning the interests of plan participants with the interests of our stockholders. Approval of the 2024 Plan should provide us with the continued flexibility needed to use equity compensation and other incentive awards to attract, retain, and motivate talented employees, directors, and/or consultants who are important to our long-term growth and success.

The 2024 Plan incorporates a number of “best practices,” including the following:

Advisory Vote to Approve Executive Compensation

As required by Section 14A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), we are providing our stockholders with the opportunity to vote on a non-binding advisory resolution to approve the compensation of our named executive officers (commonly known as a “Say-on-Pay Vote”).

Advisory Vote on the Frequency of Future Advisory Votes to Approve Executive Compensation

As required by Section 14A of the Exchange Act, we are providing our stockholders with the opportunity at the Annual Meeting to vote on a non-binding advisory resolution on whether to have a “Say-on-Pay Vote” every one year, two years, or three years (commonly known as “Say-on-Pay Frequency Vote”).

2023 Compensation-Related Highlights

✓

Continued alignment of executive pay with company performance:

o

2023 incentives were largely performance-contingent, with long-term incentive awards roughly one-half performance-contingent and short-term incentive awards entirely performance-contingent

o

Performance goals were rigorousand were based primarily on objective, quantitative criteria

✓

Maintained competitive compensation and incentive program target opportunities for our executives in order to continue to align their overall compensation with the market for executive talent

✓

Set our short-term incentive plan to provide upside opportunity if performance goals are exceeded, while paying low or no bonus amounts if goals are not achieved

✓

Granted long-term incentives, which include a significant portion that is contingent upon the achievement of rigorous and clearly-defined performance measures, to named executive officers and other key contributors, effectively aligning such individuals’ interests with the long-term interests of our stockholders

Compensation Program “Best Practices” Summary

Fiscal 2023 Compensation Summary

The following table sets forth the cash and other compensation that we paid to our named executive officers or that was otherwise earned by our named executive officers during 2023. See the Summary Compensation Table of the Proxy Statement for additional information.

Note: The amounts shown in the Non-Equity Incentive Plan Compensation column represent performance-based annual cash awards earned in 2023 and cash-settled performance units that were granted in 2021 and earned over a performance period of January 1, 2021 through December 31, 2023.

2025 Annual Meeting of Stockholders

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Stockholder proposals submitted pursuant to SEC Rule 14a-8 must be received by us no later than December 16, 2024.

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Notice of stockholder proposals outside of SEC Rule 14a-8 must be delivered to us not earlier than January 16, 2025 and not later than February 15, 2025.

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Stockholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must comply with the procedures in our Amended and Restated Bylaws (the “Bylaws”) and provide notice that sets forth the additional information required by Rule 14a-19 under the Exchange Act no later than March 17, 2025.