Atlanticus Holdings Corp

Overview

The Compensation Committee’s objective generally is to have a substantial portion of each officer’s compensation contingent upon Atlanticus’ performance as well as upon his or her own level of performance and contribution towards Atlanticus’ performance.

Type of Equity Compensation Awards

In May 2019, our shareholders approved the Atlanticus Holdings Corporation Fourth Amended and Restated 2014 Equity Incentive Plan, which we refer to as the “Fourth Amended 2014 Plan.” The Fourth Amended 2014 Plan permits the grant of any or all of the following types of equity awards: (1) incentive and nonqualified stock options; (2) stock appreciation rights; (3) restricted stock; (4) restricted stock units; (5) stock or cash-based incentive awards; (6) other stock-based awards; and (7) dividend equivalents. Equity awards may be granted either alone or in addition to or in tandem with any other type of equity award.

For the last five years, our Compensation Committee has used restricted stock awards to incentivize our NEOs. Equity compensation can provide long-term incentives, such as restricted stock awards that vest over multiple years. Our Compensation Committee uses equity compensation to further align the interests of our NEOs with those of our shareholders. Restricted stock awards are stock grants that, at the time of the grant, are subject to a risk of forfeiture by the recipient if the recipient’s employment with us terminates prior to the time the risk of forfeiture lapses. The risk of forfeiture for restricted stock awards generally lapses, or the shares vest, over a number of years, although some awards may vest in a single “cliff” vesting. We use restricted stock awards as part of long-term compensation, to retain executives over the vesting period of the shares and to align the interests of our NEOs with those of our shareholders by providing a compensation element that increases or decreases with the performance of our Common Stock.

The Compensation Committee selects the type of equity compensation awards to be made available to our NEOs based on its assessment of the incentives provided by each award, and the potential impact to our financial results. The Compensation Committee also considers the forms and amounts of outstanding equity awards held by our NEOs, the financial accounting and tax treatment on Atlanticus, and the tax treatment to our NEOs, in determining the form and amount of equity compensation to award.

Size of Equity Compensation Awards

Mr. Howard received restricted stock awards for 4,651 shares, 15,513 shares and 28,509 shares in 2025, 2024 and 2023, respectively. Mr. McCamey received restricted stock awards for 3,253 shares, 10,830 shares and 19,937 shares in 2025, 2024 and 2023, respectively. Mr. Hanna did not receive an equity award in the last three years.

Information regarding the amounts of equity compensation that have been awarded to the NEOs in the past three years is provided below under “Executive and Director Compensation—Executive Compensation.”

Cash Bonuses

Our Compensation Committee does not maintain a formal cash bonus compensation plan. Rather, following the end of each fiscal year, the Compensation Committee reviews Atlanticus’ operating and financial performance, the individual performance of each of the NEOs and the other elements of each NEO’s compensation. Based on this evaluation of the 2025 fiscal year, the Compensation Committee awarded Mr. Howard a cash bonus of $1,000,000 and awarded Mr. McCamey a cash bonus of $750,000. These bonuses equal approximately 117.6% and 100.0%, respectively, of Mr. Howard’s and Mr. McCamey’s base salary. The bonus awards represent Atlanticus’ strong 2025 operating and financial performance and their contributions thereto. Given Mr. Hanna’s significant equity holdings in Atlanticus, the Compensation Committee has not previously awarded significant cash bonuses to Mr. Hanna.