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Enova International, Inc.

For the period ended Mar 30, 2026. Filed Apr 2, 2026.

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About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Mar 30, 2026 · Filed Apr 2, 2026

Use the contents to explore the available documents and sections.

ENVA$172.48-1.0%Stored close · as of Nov 6, 2026
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Structure and Functioning of the Board

Corporate Governance Philosophy

Our corporate governance philosophy is expressed in our Corporate Governance Guidelines; the charters of our Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee; our Code of Business Conduct and Ethics, which applies to all of our employees, officers and directors, including our chief executive officer (CEO), chief financial officer and those officers responsible for financial reporting; and our Related Party Transaction Policy, among others. Our committee charters, Corporate Governance Guidelines, Code of Business Conduct and Ethics, Insider Trading Policy, Regulation FD Policy and Stock Ownership Guidelines areavailable on the Corporate Governance page of our website atir.enova.com.

We are committed to maintaining effective corporate governance guidelines designed to ensure that the Board is actively engaged in the proper performance of its oversight function.

Corporate Governance Structure and Function

Our certificate of incorporation provides that the number of directors who constitute the entire Board will be fixed by resolution adopted from time to time by the affirmative vote of the majority of the Board. Our Board consists of eleven persons. It is the policy of the Company that the number of directors will not exceed a number that can function efficiently as a body. Our directors are elected annually at each Annual Meeting by our stockholders voting together as a single class.

Our Board, assisted by its committees, oversees the Company’s business and affairs and assures that the long-term interests of our stockholders are being served.

Directors are encouraged to have direct dialogue with our management, Head of Internal Audit and internal audit team and may request attendance by management, the Head of Internal Audit, internal audit team and our external auditors at Board and committee meetings.

We provide directors with materials such as our corporate governance documents, compensation plans, Company policies, Board and committee minutes, continuing education materials, and reports and presentations prepared by management, internal and external auditors and other advisors in advance of each meeting. Directors are encouraged to review these materials prior to the meeting.

The Company facilitates the continuing education of directors to assist them in maintaining currency with the Company’s business and operations.

Primary Responsibilities of the Board

As described in our Corporate Governance Guidelines, our Board’s primary functions are:

overseeing the formation of and reviewing major strategies, plans and actions;

reviewing and evaluating our performance against broad financial and strategic objectives;

providing direction, advice and counsel to senior management;

selecting, compensating and evaluating our CEO and other executive officers;

reviewing succession planning for our CEO and other executive officers;

selecting appropriate candidates for election as directors;

reviewing our systems and practices designed to bring about compliance with applicable laws and regulations, including our accounting and financial reporting obligations; and

reviewing the major risks we face and helping us to develop and oversee strategies to address those risks.

Director Independence

Our common stock is listed on the New York Stock Exchange (NYSE). Under the listing standards of the NYSE, independent directors must comprise a majority of our Board. In addition, NYSE listing standards require that, subject to specified exceptions, each member of a listed company’s audit, compensation, and nominating and corporate governance committees must be independent. Under the listing standards of the NYSE, no director qualifies as “independent” unless the board of directors affirmatively determines that the director does not have a material relationship with the company and he or she otherwise meets the criteria for independence under NYSE listing standards.

Audit Committee members must also satisfy the independence criteria set forth in Rule 10A-3 under the Exchange Act and Compensation Committee members must satisfy the independence criteria set forth in Rule 10C-1(b)(1) of the Exchange Act and applicable NYSE listing standards.

Our Board has determined that each of Ms. Carnahan, Ms. Corby, Mr. Feehan, Mr. Goodyear, Mr. Gray, Mr. Kaplan, Mr. McGowan, Ms. Rice and Mr. Tebbe, representing nine (9) of our eleven (11) directors, is “independent” under the listing standards of the NYSE. Our Board also determined that each member of our Audit Committee and our Compensation Committee satisfies the heightened independence standards applicable to committee members serving on those committees under NYSE and SEC rules. In making these determinations, our Board considered the 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.

Board Composition

Our Board believes that our stockholders are better served when directors serving on a board of directors reflect a diversity of experience, background, skill, education, gender, ethnicity, age and outlook. Our directors bring diverse backgrounds and experience to the Board that inform the Board’s oversight function. As reflected in the background and biographies of our Board members under “Directors to be Elected by our Stockholders,” our Board consists of members with wide ranging professional experience and skills and includes three female members, one of whom is ethnically diverse. Two of these Board members hold leadership positions as chairs of the Audit Committee and Nominating and Corporate Governance Committee.

Director Meeting Attendance

Our Board held six (6) meetings during 2025. Directors are expected to prepare for and make every effort to attend and participate in meetings of the Board and committees on which they serve. During 2025, each director attended at least 75% of the total number of meetings of the Board and each committee of the Board on which such director served.

Our Corporate Governance Guidelines provide that directors are expected to attend annual stockholder meetings in person or by telephone or other electronic means. All directors attended our 2025 annual meeting of stockholders.

Executive Sessions of Independent Directors

Executive sessions or meetings of independent directors are held at least in conjunction with each regularly scheduled Board meeting to discuss such matters as the independent directors deem worthy of discussion. In addition to such executive sessions, the Board may also hold regular executive sessions of outside directors without management present. Our lead independent director, Mr. James A. Gray, serves as the presiding outside director at such meetings and performs such other functions as the Board may direct, including serving in a liaison capacity between the Board as a whole and the senior management of the Company. If there is no presiding outside director then designated or if the presiding outside director is not available, the Board will select another outside director to serve as the presiding outside director until such time as the presiding outside director becomes available or is elected, as the case may be. Additional executive sessions or meetings of outside directors may be held from time to time as required. Executive sessions or meetings are held from time to time with our CEO for a general discussion of relevant subjects.

Board and Committee Self-Assessment

To promote continuous improvement in our corporate governance processes, our Board and committees conduct an annual performance self-evaluation. The results are collected and analyzed and used to identify and implement improvements in our governance processes.

Board Committees

Audit CommitteeManagement Development and Compensation CommitteeNominating and Corporate Governance Committee
Ellen Carnahan*Daniel R. Feehan*Linda Johnson Rice*
Lindsay Y. CorbyGregg A. KaplanDaniel R. Feehan
William M. GoodyearMark A. TebbeJames A. Gray
Mark P. McGowan
  • Committee Chair

The chair of each committee serves as lead director for committee matters and spokesperson for the committee and provides recommendations and guidance to our Board, Executive Chairman of the Board (Chairman) and management.

Each committee may retain its own legal and other advisors and conduct independent inquiries and investigations at our expense into matters under its oversight. Each committee has the sole right to appoint and direct its own advisors, each of whom is accountable and reports directly to the committee.

Audit Committee

Our Audit Committee met five (5) times during 2025.

Our Board has affirmatively determined that all members of the Audit Committee are independent directors under the applicable rules of NYSE and the SEC. Our Board has additionally determined that Ms. Carnahan, Ms. Corby, Mr. Goodyear and Mr. McGowan are audit committee financial experts, as defined in Item 407(d)(5) of Regulation S-K, and meet the financial sophistication requirement in NYSE Rule 303A.07. The Audit Committee’s functions are described in its charter, which is available on the Committee Charters page of our website at ir.enova.com.

As described in its charter, the Audit Committee’s responsibilities include: reviewing and overseeing financial reporting and financial statements; overseeing management of enterprise risks, regulatory risks, compliance risks and cybersecurity risks; reviewing, overseeing and maintaining independent auditor relationships; overseeing and maintaining internal audit and compliance procedures and requirements; and setting policies for the Company’s administrative policies and procedures.

Our independent auditor is accountable and reports directly to the Audit Committee. The Audit Committee reviews our independent auditor’s independence and the overall scope and focus of the annual audit. The Audit Committee discusses with our independent auditor any relationships or services that may affect its objectivity or independence. If the Audit Committee is not satisfied with the independent auditor’s assurances of independence, it will take, or recommend that the Board take, appropriate action to ensure its independence.

Compensation Committee

Our Compensation Committee met five (5) times during 2025.

Our Board has affirmatively determined that all members of the Compensation Committee are independent directors under the applicable rules of NYSE and the SEC. The Compensation Committee members also qualify as non-employee directors under Exchange Act Rule 16b-3. The Compensation Committee’s functions are described in its charter, which is available on the Committee Charters page of our website at ir.enova.com.

As described in its charter, the Compensation Committee’s responsibilities include: overseeing the Company’s overall compensation structure and practices, including providing guidance to management on significant issues affecting compensation philosophy or policy; reviewing and approving corporate goals and objectives relevant to the compensation of the CEO and the Company’s other executive officers; setting the Company’s general policy regarding executive compensation; granting stock options, restricted stock and other discretionary awards under the Company’s stock option and other equity incentive plans; reviewing and making recommendations to the Board with respect to matters concerning the Company’s stock and cash-based incentive compensation plans; reviewing and discussing with management the Compensation Discussion and Analysis required to be included in the Company’s proxy statement for each annual meeting of stockholders or annual report on Form 10-K; overseeing and considering the results of the Company’s submissions to stockholders on matters relating to executive compensation including advisory votes on executive compensation and frequency of such votes; and reviewing with the CEO the functions of the CEO and other executive officers of the Company and the succession plans relating to these officers.

The Compensation Committee has primary responsibility for determining our compensation programs for executive officers and directors. In evaluating the level of executive officer and director compensation, the Compensation Committee takes into consideration advice from its independent consultant and recommendations from senior management. The Compensation Committee has sole authority to engage and compensate a compensation consultant and determine its independence from management. The compensation consultant is accountable and reports directly to the Compensation Committee.

Nominating and Corporate Governance Committee

Our Nominating and Corporate Governance Committee met three (3) times during 2025.

Our Board has affirmatively determined that all members of the Nominating and Corporate Governance Committee are independent directors under the applicable rule of NYSE. The Nominating and Corporate Governance Committee’s functions are described in its charter, which is available on the Committee Charters page of our website at ir.enova.com.

As described in its charter, the Nominating and Corporate Governance Committee’s responsibilities include: identifying, assessing and recommending director candidates; developing the criteria for selecting director candidates; recommending for approval to the Board director candidates; assisting the Board in assessing director independence; reviewing the structure and charters of Board committees and recommending to the Board, if desirable, changes in their number, responsibilities and membership; reviewing and approving related person transactions; providing oversight of our Related Person Transaction Policy and our Insider Trading Policy; administering, reviewing and reassessing the adequacy of our Corporate Governance Guidelines and recommending any proposed changes to the Board; recommending other changes in corporate governance to the Board for approval from time to time; overseeing strategy and programs related to the Company’s environmental, social and governance efforts; and overseeing annual evaluations of the Board and its committees.

Our Nominating and Corporate Governance Committee has the authority to consult with, retain and terminate, special legal counsel, search firms used to identify director candidates, or other consultants or advisors to advise the Nominating and Corporate Governance Committee as circumstances may dictate. The Nominating and Corporate Governance Committee also has the authority to approve the terms of engagement of, fees payable to and any agreements with such outside advisors.

All of the eleven director nominees identified in this proxy statement are current directors. The Nominating and Corporate Governance Committee reviewed the qualifications of each nominee and recommended each nominee for election to the Board.

The Nominating and Corporate Governance Committee Charter guides our Nominating and Corporate Governance Committee in considering candidates for director, including nominees submitted by stockholders. Candidates for Board membership are to be selected based on their character, judgement, business experience and acumen. Financial expertise, independence and familiarity with national and international issues affecting business are also considered. In assessing potential new directors, the Nominating and Corporate Governance Committee also considers diversity of personal and professional background, perspective, experience, age, gender and ethnicity. The Nominating and Corporate Governance Committee will accept and review director candidates recommended by stockholders for board membership, which may be submitted by writing to our Secretary at Enova International, Inc., 175 West Jackson Blvd., Suite 600, Chicago, IL 60604. The Nominating and Corporate Governance Committee will consider stockholders' recommendations for candidates for the Board using the same criteria described above.

Our Nominating and Corporate Governance Committee reviews annually the overall skills, characteristics and experience of our Board.

Board Leadership Structure

Our Corporate Governance Guidelines provide that the roles of Chairman and CEO may be separated or combined, as the Board determines from time to time. Our Board has appointed Mr. Fisher as our Chairman and Mr. Cunningham as our CEO effective January 1, 2026. In addition, our Board has appointed Mr. Gray to serve as our Lead Independent Director.

The Lead Independent Director’s responsibilities include:

presiding over all meetings of the Board at which the Chairman is not present, including executive sessions of the independent directors;

communicating to the Chairman feedback from executive sessions as appropriate;

serving as liaison between senior management and the Board;

reviewing Board and committee agendas and schedules to confirm that appropriate topics are reviewed and sufficient time is allocated to each;

calling meetings of the independent directors, if desired;

supervising the Board’s determination of the independence of its directors; and

such other responsibilities as the independent directors may designate from time to time.

Our Board believes that the current leadership structure best serves our stockholders and that separating the roles of Chairman and CEO enables the new CEO to focus on his primary responsibility for the management of our company and the Chairman to support stability and continuity during the leadership transition. While our CEO is the person most familiar with our business and is in the best position to effectively identify strategic priorities and opportunities, our Chairman’s prior experience in the combined role of Chairman and CEO puts him in the best position to lead the Board in the discussion of the execution of our strategy and facilitate the flow of information between the Board and management.

Our Board believes that the designation of a Lead Independent Director with substantive responsibilities, a board comprised of a majority of members who are independent directors and our strong corporate governance policies and procedures achieve the appropriate balance to the non-independent Chairman and CEO.

The Board will regularly review its leadership structure and take into account the responsibilities of the leadership positions and the directors qualified to hold such positions. In conducting this review, the Board will consider, among other things: (i) the policies and practices in place that provide independent board oversight; (ii) our performance and the effect a particular leadership structure may have on that performance; (iii) the structure that serves the best interests of our stockholders and (iv) any relevant legislative or regulatory developments.

The Board’s Role in Risk Management

Our full Board oversees our risk management process. Our Board oversees a company-wide approach to risk management, carried out by our management and supported by external advisors. Our full Board determines the appropriate level of risk for us generally, assesses the specific risks faced by us and reviews the steps taken by management to manage those risks. Management regularly reports to the full Board or the relevant committees on Enova’s oversight of various enterprise risks, including but not limited to credit, liquidity, legal, regulatory compliance, cybersecurity and operational risks.

While the full Board maintains the ultimate oversight responsibility for the risk management process, its committees oversee risks in certain specified areas. In particular, our Compensation Committee is responsible for overseeing the management of risks relating to our executive compensation plans and arrangements and the incentives created by the compensation awards it administers. Our Audit Committee oversees management of enterprise risks as well as financial and regulatory compliance risks. Our Audit Committee also supports the Board’s oversight of cybersecurity risks, including reviewing the Company’s cybersecurity risk management approach and interaction with various members of management on cybersecurity risks. Our Nominating and Corporate Governance committee is responsible for overseeing the management of risks associated with maintaining the independence of our Board. Pursuant to our Board’s instruction, management regularly reports on applicable risks to the relevant committee or the full Board, as appropriate, with additional review or reporting on risks conducted as needed or as requested by our Board and its committees.

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