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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
(Amendment No. )

Filed by the Registrant ☒

Filed by a party other than the Registrant ☐

Check the appropriate box:

☐

Preliminary Proxy Statement

☐

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

☒

Definitive Proxy Statement

☐

Definitive Additional Materials

☐

Soliciting Material Pursuant to §240.14a-12

CURO Group Holdings Corp.

(Name of Registrant as Specified In Its Charter)

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

Payment of Filing Fee (Check all boxes that apply):

☒

No fee required.

☐

Fee paid previously with preliminary materials

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Fee computed on table below required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

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200 West Hubbard, 8th Floor
Chicago, Illinois 60654

NOTICE OF 2023 ANNUAL MEETING OF SHAREHOLDERS

April 28, 2023

To Our Shareholders,

We invite you to attend the 2023 Annual Meeting of Shareholders (the “Annual Meeting”) of CURO Group Holdings Corp. (the “Company”). The Annual Meeting will be held on Wednesday, June 14, 2023 at 10:00 a.m. CT in a virtual format designed to provide shareholders the same rights and opportunities to participate that they would have at an in-person meeting. At the Annual Meeting, shareholders will vote on the following items:

Election of eight director nominees named in the Proxy Statement for one-year terms expiring in 2024;

Advisory resolution approving compensation of the Company’s named executive officers; and

Ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2023.

You can vote at the Annual Meeting and any adjournment if you were a shareholder of record on April 18, 2023. You will be able to attend the meeting online, vote your shares electronically and submit questions during the meeting by visiting www.virtualshareholdermeeting.com/CURO2023. To participate in the meeting, you will need the 16-digit control number included on your Notice, proxy card or voting instruction form. If you experience technical difficulties during the check-in process or during the meeting, please call the technical support number that will be posted on the virtual shareholder meeting login page for assistance.

As always, we encourage you to vote your shares prior to the Annual Meeting. Even if you plan to attend the meeting, please sign, date and return the enclosed proxy promptly or vote by telephone or the internet.

We began mailing this Notice of 2023 Annual Meeting of Shareholders, Proxy Statement, proxy card and Annual Report for our fiscal year ended December 31, 2022 to shareholders beginning on or about April 28, 2023.

By Order of the Board of Directors,

Douglas Clark
Chief Executive Officer

Chicago, Illinois

Important Notice Regarding the Availability of Proxy Materials for the Annual
Meeting of Shareholders to be Held on June 14, 2023.

Our Proxy Statement for the 2023 Annual Meeting of Shareholders and the Annual
Report to Shareholders for the fiscal year ended December 31, 2022 are available at
https://ir.curo.com/proxy-statement-2023

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CURO GROUP HOLDINGS CORP.
2023 ANNUAL MEETING OF SHAREHOLDERS
PROXY STATEMENT

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	PROXY STATEMENT SUMMARY					1
	Annual Meeting of Shareholders					1
	Matters to be Voted Upon					1
	Election of Directors for One-Year Terms Expiring in 2024					1
	INFORMATION ABOUT THE PROXY MATERIALS AND OUR ANNUAL MEETING					4
	CORPORATE GOVERNANCE					8
	Board of Directors					8
	Environmental and Social Responsibility					11
	Code of Business Conduct and Ethics, Whistleblower Policy and Ethics Hotline					14
	Shareholder Communications Policy					15
	PROPOSAL 1 – ELECTION OF DIRECTORS					16
	Director Nominees with Proposed Terms Expiring in 2024					16
	DIRECTOR COMPENSATION IN 2022					24
	EXECUTIVE OFFICERS					27
	SECURITIES OWNERSHIP OF OFFICERS AND DIRECTORS AND CERTAIN BENEFICIAL OWNERS					28
	EXECUTIVE COMPENSATION					30
	Summary					30
	2022 Compensation Program Overview					34
	Compensation Setting Process					39
	Summary Compensation Table					41
	Narrative to Summary Compensation Table					42
	Other Compensation Policies and Practices					43
	Outstanding Equity Awards at Fiscal Year-End					44
	Potential Payments upon Termination or Change in Control					45
	Pay for Performance					46
	PROPOSAL 2 – ADVISORY RESOLUTION TO APPROVE EXECUTIVE OFFICER COMPENSATION					50
	Rationale for Proposal					50
	Voting					50
	AUDIT COMMITTEE REPORT					51
	PROPOSAL 3 – RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM					52
	Audit Fees					52
	Auditor Independence					52
	Approval of Audit and Permissible Non-Audit Services					52

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	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS					53
	Procedures for Approval of Related Person Transactions					53
	Related Party Transactions					53
	ADDITIONAL INFORMATION					54
	Director and Officer Indemnification					54
	Shareholder Proposals for Inclusion in Next Year’s Proxy Statement					54
	Other Shareholder Proposals for Presentation at Next Year’s Annual Meeting					54
	Solicitation of Proxies					54
	Delivery of Documents to Shareholders Sharing an Address					54
	Access to Proxy Statement and Annual Report					55

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PROXY STATEMENT SUMMARY

For the Annual Meeting of Shareholders to be Held on June 14, 2023

This summary highlights key information that can be found in greater detail below. This summary does not contain all information that you should consider, and you should read the entire Proxy Statement before voting.

Annual Meeting of Shareholders

	Date:			June 14, 2023
	Time:			10:00 a.m. CT
	Access:			Virtually via the internet at www.virtualshareholdermeeting.com/CURO2023. Instructions as to how you may attend and participate in the virtual Annual Meeting are set forth in the Proxy Statement under “Information about the Proxy Materials and our Annual Meeting—How can I vote my shares?”
	Record Date:			April 18, 2023
	Voting:			Shareholders as of the record date are entitled to vote. Each share of common stock is entitled to one vote for each director nominee and one vote for each other proposal. Shareholders may vote by proxy or electronically during the virtual Annual Meeting by visiting www.virtualshareholdermeeting.com/CURO2023. Instructions as to how you may cast your vote are found on the accompanying proxy card and are set forth in the Proxy Statement under “Information about the Proxy Materials and our Annual Meeting—How can I vote my shares?”
	Proxy Materials:			The Proxy Statement and the accompanying proxy card are first being mailed on or about April 28, 2023 to the shareholders of CURO Group Holdings Corp.

Matters to be Voted Upon

Shareholders are being asked to vote on the following three matters at the Annual Meeting:

Proposal	Board Vote Recommendation	Page Reference
Election of Directors for Terms Expiring in 2024	FOR each Nominee	16
Advisory Resolution Approving NEO Compensation	FOR	50
Ratification of Deloitte & Touche LLP as Auditor for Fiscal Year 2023	FOR	52

Election of Directors for One-Year Terms Expiring in 2024

The Company’s Board consists of eight directors, each of whom serves a one-year term. The following table provides summary information about each director nominee. The nominees receiving a majority of the votes cast at the meeting will be elected as directors to serve one-year terms. The Board recommends that you vote “FOR” each of the nominees named below.

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Name	Age	Director Since	Independent	Other Public Directorships	Committees	Proposed Term Expiration
Douglas Clark Chief Executive Officer	58	2022		None	None	2024
Chad Faulkner Chairman of Board	55	1997		None	Risk and Compliance	2024
Andrew Frawley	60	2017	✓	None	Compensation (Chair) Audit	2024
David Kirchheimer Lead Independent Director	67	2018	✓	None	Audit (Chair) Compensation	2024
Chris Masto	55	2008	✓	Katapult Holdings, Inc.	Compensation Governance	2024
Mike McKnight	56	1997		None	None	2024
Gillian Van Schaick	60	2019	✓	None	Risk and Compliance (Chair) Audit Governance	2024
Issac Vaughn	60	2022	✓	None	Governance (Chair) Risk and Compliance	2024

Board is Comprised of Directors with the Right Mix of Skills and Experiences

The following chart lists the important experiences and attributes that the Company’s directors possess:

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Board Highlights

The following charts illustrate key characteristics of the Company’s Board:

Corporate Governance Highlights

We are committed to a governance structure that provides strong shareholder rights and meaningful accountability.

✓

Highly independent Board and Committees

✓

Lead Independent Director

✓

Majority voting with director resignation policy

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No supermajority vote requirements

✓

Annual Board and Committee self-evaluations

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Robust Board and executive succession planning, including annual consideration of appropriate skills and experience

✓

Commitment to diversity

✓

Ongoing education initiatives for directors

✓

Active shareholder engagement practices

Meeting Information

Our Annual Meeting is scheduled to take place virtually, as set forth in the notice, on June 14, 2023, at 10:00 a.m. CT. As always, we encourage you to vote your shares before the Annual Meeting.

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INFORMATION ABOUT THE PROXY MATERIALS
AND OUR ANNUAL MEETING

We are furnishing this Proxy Statement and enclosed proxy card to you in connection with the solicitation of proxies by our Board of Directors (“Board”) for use at our 2023 annual meeting of shareholders (the “Annual Meeting”).

Why did I receive these materials?

Our Board is providing these proxy materials to you in connection with its solicitation of proxies for use at the Annual Meeting, which will take place at www.virtualshareholdermeeting.com/CURO2023 on June 14, 2023 at 10:00 a.m. CT. You are invited to virtually attend the Annual Meeting and are requested to vote upon the proposals described in this Proxy Statement.

What information is contained in these materials?

The information in this Proxy Statement relates to the proposals to be voted upon at the Annual Meeting, the voting process, the compensation of directors and named executive officers and certain other important information. Our Annual Report to Shareholders for the year ended December 31, 2022, which includes our audited consolidated financial statements as of and for the years ended December 31, 2022, 2021 and 2020, is included in these proxy materials. Your proxy, which you may use to vote, is also enclosed.

Who may vote?

You may vote at the Annual Meeting or by proxy if you were a shareholder of record at the close of business on April 18, 2023. Each shareholder is entitled to one vote per share on each matter presented. As of April 18, 2023, there were 40,960,047 shares of our common stock outstanding.

What proposals am I voting on at the Annual Meeting?

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

•

election of eight director nominees named in this Proxy Statement for one-year terms expiring in 2024;

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advisory resolution approving the compensation of our named executive officers; and

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ratification of appointment of Deloitte & Touche LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2023.

In addition, we will consider and vote upon such other business as may properly come before the Annual Meeting. We are not currently aware of any other matters to be considered and voted on at the Annual Meeting.

How does CURO’s Board recommend that I vote?

Your Board recommends that you vote your shares “FOR” each of the named director nominees; “FOR” the advisory resolution approving the compensation of our named executive officers; and “FOR” ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2023.

How can I vote my shares?

If you are a shareholder of record, you may vote your shares (i) on the Internet before the Annual Meeting; (ii) by telephone; (iii) by mail; or (iv) by attending the Annual Meeting virtually and voting online.

If you are the beneficial owner of our common stock held in street name, you may vote your shares by giving your nominee your voting instructions (i) on the Internet before the Annual Meeting; (ii) by telephone; (iii) by mail; or (iv) by attending the Annual Meeting virtually and voting online if you obtain a signed proxy from the record holder giving you the right to vote the shares. Please contact your broker, bank or other nominee for instructions on obtaining a proxy.

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What is the difference between holding common stock as a holder of record and as a beneficial owner of common stock held in street name?

Record holder of common stock. If you hold common stock directly in your name with our transfer agent, you are considered the shareholder of record of the common stock, and the proxy materials were sent directly to you.

Beneficial owner of common stock held in street name. If you hold common stock in an account at a broker, bank or other nominee, then you are the beneficial owner of the common stock held in street name, and the proxy materials were sent either directly to you or were forwarded to you by your nominee. The nominee holding your account is considered the shareholder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you have the right to direct your nominee on how to vote the shares held in your account.

If I am a shareholder of record and return my proxy, but do not provide voting instructions, how will my shares be voted?

If you specify a choice, your proxy will be voted as specified. If you return a signed proxy but do not specify a choice, your shares will be voted “FOR” each of the named director nominees; “FOR” the advisory resolution approving the compensation of our named executive officers; and “FOR” ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2023. In all cases, your proxy will be voted in the discretion of the individuals named as proxies on the proxy card with respect to any other matters that may come before the Annual Meeting.

What are broker non-votes and what effect do they have on the proposals?

Generally, broker non-votes occur when shares held by a broker in street name for a beneficial owner are not voted with respect to a particular proposal because (i) the broker has not received voting instructions from the beneficial owner and (ii) the broker lacks discretionary voting power to vote those shares.

If you do not vote your proxy and your shares are held in street name, your brokerage firm may either vote your shares on routine matters or leave your shares unvoted. On non-routine matters, if the brokerage firm has not received voting instructions from you, the brokerage firm cannot vote your shares on that proposal, which is considered a “broker non-vote.” Broker non-votes will be counted for purposes of establishing a quorum to conduct business at the Annual Meeting. The proposal for the ratification of the appointment of our independent registered public accounting firm is routine. The other two proposals in this Proxy Statement are non-routine. Accordingly, brokers that do not receive instructions will be entitled to vote on the ratification of the appointment of our independent registered public accounting firm at the Annual Meeting, but may not vote on the election of directors or the advisory resolution approving the compensation of our named executive officers. Therefore, we encourage you to sign and return your proxy, with voting instructions, before the Annual Meeting so that your shares will be represented and voted at the meeting even if you cannot attend.

Can I change my mind after I vote?

You may revoke your proxy at any time before it is exercised by delivering written notice of revocation to our Corporate Secretary or by attending and voting at the Annual Meeting.

What is the quorum requirement for the Annual Meeting?

The presence online at the Annual Meeting or by proxy of the holders of a majority of the shares entitled to vote in the election of directors is necessary to constitute a quorum. If a registered shareholder indicates on his or her proxy card that the shareholder wishes to abstain from voting, or a beneficial owner instructs its bank, broker or other nominee that the shareholder wishes to abstain from voting, these shares are considered present and entitled to vote at the Annual Meeting. These shares will count toward determining whether or not a quorum is present.

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What is the voting requirement to approve each of the proposals?

The following table describes the voting requirement for each proposal:

Proposal 1	Election of eight directors for one-year terms expiring in 2024	Directors are elected by a majority of votes cast unless the election is contested, in which case directors are elected by a plurality of votes cast. A majority of votes cast means that the number of shares voted “FOR” a director nominee must exceed 50% of the number of votes cast with respect to that director nominee’s election. In a contested election, election by a plurality of the votes cast means that the eight nominees who receive the greatest number of “FOR” votes will be elected. Abstentions and broker non-votes have no effect on the vote for this proposal.
Proposal 2	Advisory vote approving the compensation of our named executive officers	This proposal is a non-binding, advisory vote. This proposal will be approved if a majority of the votes present in person or represented by proxy and entitled to vote at the meeting are voted “FOR” the proposal. Abstentions and broker non-votes will have the same effect as a vote “AGAINST” this proposal. While this is advisory and non-binding, we value the opinions expressed by our shareholders in this advisory vote, and the Board and Compensation Committee will consider the outcome of this vote when determining the compensation of named executive officers.
Proposal 3	Ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for fiscal year ending December 31, 2023	This proposal must be approved by a majority of the votes present in person or represented by proxy and entitled to vote at the meeting. This means that of the shares represented at the Annual Meeting and entitled to vote, a majority of them must be voted “FOR” the proposal for it to be approved. Abstentions will have the same effect as a vote “AGAINST” this proposal.

What happens if a director does not receive a majority of the votes cast?

If a director does not receive a majority of the votes cast, he or she is required to promptly deliver his or her resignation to the Board. The Nominating and Corporate Governance Committee (the “Governance Committee”) will make a recommendation to the Board as to whether to accept or reject the resignation, or whether other action should be taken. The Board will act on the resignation, considering the Governance Committee’s recommendation, and publicly disclose its decision regarding the resignation and the rationale behind the decision within 90 days from the date of the certification of the election results. The director who delivers his or her resignation will not participate in the recommendation of the Governance Committee or the decision of the Board with respect to his or her resignation. If such director’s resignation is not accepted by the Board, the director will continue to serve until the next annual meeting of shareholders and until his or her successor is duly elected, or his or her earlier resignation or removal. If a director’s resignation is accepted by the Board, or if a nominee for director is not elected and the nominee is not an incumbent director, then the Board, in its sole discretion, may fill any resulting vacancy pursuant to the provisions of our Amended and Restated Certificate of Incorporation.

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What happens if other business is transacted at the Annual Meeting?

Management does not know of any business to be transacted at the Annual Meeting other than the matters described in this Proxy Statement. However, if any other matters do properly come before the Annual Meeting, it is intended that the shares represented by the proxies in the accompanying form will be voted by the proxy holders as recommended by the Board or, if no recommendation is given, in accordance with the judgment of the person voting the proxies.

What does it mean if I receive more than one proxy or voting instruction card?

It means that your shares are registered differently or are in more than one account. Please provide voting instructions for all proxy cards you receive.

Where can I find the voting results of the Annual Meeting?

We will announce preliminary voting results at the Annual Meeting and publish final results in a Current Report on Form 8-K within four business days after the date of the meeting.

Why does this year’s Proxy Statement include less information than some of the proxy statements of the Company’s peers?

The Company was a “smaller reporting company” as this term is defined by the rules of the Securities and Exchange Commission (“SEC”) during 2022. These rules allow us to tailor disclosure in this Proxy Statement and other annual and periodic reports. We have chosen to take advantage of the scaled disclosure requirements for this Proxy Statement available to smaller reporting companies and, as a result, we are not required to provide, among other things, Compensation Discussion and Analysis and certain other tabular and narrative disclosures relating to executive compensation.

Who can help answer my questions?

If you have questions concerning a proposal or the Annual Meeting or if you would like additional copies of this Proxy Statement, please contact our Corporate Secretary at: (312) 470-2000 or by mail at: CURO Group Holdings Corp., 200 West Hubbard, 8th Floor, Chicago, Illinoi 60654. In addition, information regarding the Annual Meeting is available via the Internet at https://ir.curo.com/proxy-statement-2023.

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CORPORATE GOVERNANCE

We are committed to effective and impactful corporate governance, and the Board has adopted Corporate Governance Guidelines to strengthen management accountability and promote long-term shareholder interests.

Board of Directors

Our shareholders elect directors to serve on our Board. The Board oversees the management of the business by the Chief Executive Officer and senior management. In addition to its general oversight function, the Board has additional responsibilities, including:

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reviewing and approving the Company’s key operational and financial objectives and strategic business plans and monitoring implementation of those plans and the Company’s success in meeting identified objectives;

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approving the Company’s annual corporate operating plan and major capital expenditures and purchase commitments;

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overseeing the Company’s process for assessing and managing risk and mitigation activities;

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selecting, evaluating and approving the compensation of the Chief Executive Officer and overseeing Chief Executive Officer succession planning;

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providing advice and oversight regarding the selection, evaluation, development and compensation of executive officers;

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shaping effective corporate governance; and

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reviewing and monitoring administration of policies and procedures to safeguard the integrity of our business operations and financial reporting and to promote compliance with applicable laws and regulations.

Board Composition

Director Highlights

The Board prides itself on its ability to recruit and retain directors who have a diversity of experience, who have high personal and professional integrity and who have demonstrated exceptional ability and judgment to effectively serve shareholders’ long-term interests. These skills and attributes will help the Company accomplish its most important strategic objectives: Grow Responsibly, Execute with Excellence and Strengthen our Foundation.

Our Board utilizes a thoughtful approach to board composition to ensure a proper balance between newer directors who bring fresh and diverse perspectives and longer tenured directors who have gained institutional knowledge and relationships with management and shareholders. The Board also values diversity (including with respect to gender, race, age, industry experience, functional areas, public and private professional experience and academic background) and considers this an important factor in determining nominees for appointment and election. It is the Board’s policy to include, and to request that any search firm it engages include, women and racially or ethnically diverse persons in the pool of candidates from which director nominees are chosen. The Board believes that its directors have characteristics and valuable skills that provide the Company with the variety and depth of knowledge, skills and experience, as well as the appropriate judgment and strategic vision to provide effective oversight of the Company.

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Totals

Douglas
Clark

Chad
Faulkner

Andrew
Frawley

David
Kirchheimer

Chris
Masto

Mike
McKnight

Gillian
Van Schaick

Issac
Vaughn

Leadership

✓

Consumer Finance / Financial Services

✓

Accounting / Finance / Capital Allocation

✓

Credit Risk / Fraud

✓

Operations

✓

Marketing

✓

IT / Cybersecurity

✓

Compliance / Regulatory

✓

Risk Management

✓

Strategic Planning

✓

M&A

✓

International

✓

Corporate Governance

✓

Investor Relations

✓

Real Estate

✓

HCM / Executive Compensation

✓

Legal

✓

Entrepreneurship

✓

The Governance Committee reviews with the Board on an annual basis the skills, experience and characteristics desired of Board members in the context of the current makeup of the Board. The Board, with the assistance of the Governance Committee, annually assesses the current composition of the Board across many dimensions. This assessment addresses the skills and attributes set forth in the table above and the individual performance, experience and skills of each director.

Following a year of tremendous change for the Company, which included the sale of our legacy U.S. direct lending business, the acquisition of First Heritage Credit and the continuing integration of Heights Finance, the Board reduced its size to eight members after the resignation of three directors in February 2023. While we valued the expertise and contributions of these directors, the Company believes that a smaller Board fosters deeper conversations and debate and leads to higher flexibility and agility. The following represents important metrics of our current Board:

Director Nominations

The Governance Committee serves as the Board’s nominating committee. The Governance Committee, in anticipation of upcoming director elections and other potential or expected Board vacancies, evaluates qualified individuals and recommends candidates to the Board. As part of the search process for each new director, the Governance Committee actively seeks out women and minority candidates to include in the pool of candidates from which Board nominees are chosen. The Governance Committee may (and typically does) retain a search firm or other external parties to assist it in identifying candidates, and the Governance Committee has the sole authority to select such a firm, approve the search firm’s fees and retention terms and terminate the firm, if necessary.

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The Governance Committee considers candidates suggested by directors, executive officers or shareholders. Shareholders may recommend individuals as potential director candidates by communicating with the Governance Committee through the mechanism described under the heading “Shareholder Communications Policy” below. Shareholders that wish to nominate a director candidate must comply with the procedures set forth in our Bylaws, which are posted on our website. The deadline for shareholders to submit notice of nominations for next year’s annual meeting is set forth under the heading “Other Shareholder Proposals for Presentation at Next Year’s Annual Meeting” in this Proxy Statement.

Ultimately, upon the recommendation of the Governance Committee, the Board selects the Company’s director nominees for election at each annual meeting. In selecting director nominees, the Board considers each candidate’s performance as a director (which is assessed through an anonymous written peer evaluation) if such candidate is serving or has served as a director of the Company; personal and professional integrity; ability and judgment; and likelihood to be effective, working with the other nominees and directors, in serving the long-term interests of the shareholders. The Governance Committee also considers candidates’ relative skills, experience, attributes, background and characteristics, as well as independence under applicable New York Stock Exchange (“NYSE”) listing standards, potential to contribute to the composition and culture of the Board and ability and willingness to actively participate in the Board and committee meetings and to otherwise devote sufficient time to Board duties.

Board and Committee Self-Assessment Process

Our Board conducts an annual self-assessment process designed to ensure it is performing effectively and to identify opportunities for improvement. As part of this annual self-assessment, each director evaluates over several dimensions the performance of the Board and any committee on which he or she serves. In addition, to enhance individual accountability, directors are encouraged to anonymously review the performance of their fellow directors. The Chairman of the Governance Committee reviews the Board self-assessment with directors and conducts individual director interviews after the end of each assessment process. Committee Chairpersons review the committee self-assessments with their respective committee members and discuss them with the Board.

In addition, the Governance Committee, working with the Independent Lead Director, develops and implements guidelines for evaluating all directors standing for nomination and election and oversees the evaluation of such nominees.

The Corporate Governance Guidelines, Charter for each Board standing committee (Audit, Compensation, Governance and Risk), Whistleblower Policy, Code of Business Conduct and Ethics, Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws are available on CURO’s website at: https://ir.curo.com/corporate-governance/governance-documents.

The Board and applicable committees annually review these and other key governance documents.

Risk Oversight

The Board oversees the Company’s process for assessing and managing risk and mitigation activities with a focus on the most significant enterprise risks facing the Company, including strategic, financial, business and operational, regulatory, legal and compliance and reputational.

This oversight is conducted through quarterly presentations by and discussions with executive leadership, including our Chief Executive Officer, Chief Financial Officer, Chief Audit Executive, Chief Legal Officer, Chief Technology Officer, Chief Credit Risk Officer, Chief Compliance Officer, Chief Information Security Officer, department leaders and other members of management. The Chief Legal Counsel, Chief Credit Risk Officer, Chief Compliance Officer, and Chief Audit Executive coordinate management’s day-to-day risk management and mitigation efforts, and the Chief Audit Executive reports directly to the Audit Committee.

The Chief Legal Counsel, Chief Credit Risk Officer, Chief Compliance Officer and Chief Audit Executive review management’s risk assessment and mitigation strategies with the Audit Committee and/or Risk and Compliance Committee (“Risk Committee”) regularly, and with the full Board periodically. In addition

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to the above processes, the Board has delegated risk management and mitigation oversight responsibilities to its standing committees, which meet regularly to review and discuss specific risk topics that align with their core responsibilities.

	The Audit Committee oversees the Company’s risk policies and processes relating to its financial statements and financial reporting processes, credit risks and liquidity risks. It also oversees our procedures for the receipt, retention and treatment of complaints relating to accounting and auditing matters and potential risks arising from related person transactions.			The Compensation Committee oversees risks associated with organization structure and succession planning, hiring, development and retention processes and reviews and evaluates risks associated with the Company’s compensation structure, policies and programs. The Compensation Committee also oversees the Company’s strategies and policies related to human capital management, including with respect to matters such as diversity, equity and inclusion and workplace environment and culture.
	The Governance Committee oversees the Company’s management of risks related to the Company’s governance structure and processes. The Governance Committee also oversees the Company’s environmental, social and governance matters.			The Risk Committee oversees systems and processes to identify, manage and mitigate material risks to the Company and to oversee regulatory, legislative and compliance matters. The Risk Committee also assists the other committees in fulfilling their oversight responsibilities for risk management.

The Company reviewed its compensation policies and practices to assess whether they are reasonably likely to have a material adverse effect on the Company. As part of this review, the Company compiled information about the Company’s incentive plans, including reviewing the Company’s compensation philosophy, evaluating key incentive plan design features and reviewing historic payout levels and pay mix. With assistance from Company management and its independent compensation consultant, the Compensation Committee reviewed the executive compensation program, and members of our human resources, internal audit and legal departments reviewed the non-executive compensation programs. Following these reviews, we believe our compensation plans do not promote excessive risk taking.

Environmental and Social Responsibility

We care deeply about our stakeholders—our team members, our customers and our communities. As our business undertook a transition in 2022, we are focused on three pillars which we believe will lead us to sustainable growth: Grow Responsibly, Execute with Excellence and Strengthen our Foundation.

Our core values underpin these three pillars: we build relationships based on trust, honesty and respect; we execute with urgency and passion; we keep our commitments; and we lead with humility. These values are woven into every aspect of our business: how we develop, market and sell our products and services; how we treat our team members and customers; how we communicate with our stakeholders; and how we give back to the communities in which we live and work.

In 2022, we also strengthened our commitments to reduce our environmental impact, maintain the safety and security of our employees and practice responsible governance.

Environmental

We understand that our business practices have an impact on the communities in which we operate and where our employees and customers live.

We remain committed to reducing our carbon footprint, energy usage and waste production. Since 2021, we have embraced remote work and downsized our corporate office footprint by 48% with more reductions planned in the future. We are strengthening the foundation of our carbon management plan through the inclusion and integration of Heights Finance and First Heritage Credit with our other brands. We continue

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to upgrade lighting, reduce paper use and improve the operation of climate control systems. And finally, we are growing responsibly by migrating to a more efficient branch network with offices sized to support our revised product mix.

Social

We believe we have a responsibility to put our time and money into enacting positive social change and giving back to the communities where we live and work. We do this through our CURO Cares program, our Corporate Social Responsibility program, which drives our commitment to diversity and inclusion, corporate and employee giving and volunteerism.

People

Our employees’ well-being is a top priority. We demonstrated these commitments through the following actions:

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Building upon our Commitment to Diversity and Inclusion. To further our commitment to a culture of inclusion and celebrate our diversity, we established our Diversity and Inclusion Council in 2020. Since inception, the Council has led a wide range of initiatives driving positive changes throughout our company. We instituted floating holidays to enable employees to recognize meaningful days or events important to them, reinforced annual diversity training, implemented additional mental health resources and worked to ensure that all employees feel comfortable being themselves at work. The Council led monthly events recognizing important causes including Black History Month, International Women’s Day, Mental Health Awareness month and Pride month through education, support resources and giving campaigns.

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Women at CURO: We are proud that 50% of our executive leadership are women. Approximately 77% of our workforce are women and women hold nearly 71% of our management roles.

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Employee Engagement: We focus on engaging our employees through recognizing global observations, holidays and cultural events, as well as producing CURO Vida (CURO Life), our in-house, day-in-the-life video series that highlights diverse employees, guest speakers and topics aligned with calendar observances, such as Black History Month, Women’s History Month and Pride Month.

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Volunteer Network: The Diversity and Inclusion Council launched a volunteer network of internal volunteers, a group that continues to grow to champion and lead diversity events.

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Prioritizing Health and Safety. We have always prioritized our employees’ overall wellbeing, but it has never been as important as the last few years as demonstrated below:

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Mental Health and Wellness: We recognize and support the importance of employee mental health and committed to being a “StigmaFree” company in partnership with the National Alliance on Mental Illness (NAMI) to combat mental health stigma in the workplace through education, training and extensive support.

We provide mental health resources and benefits to employees, including employee assistance programs, on-demand telehealth and virtual mental health services. We will continue our outreach in these important areas.

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Support for Hardships: We take pride in the CURO Cares Employee Relief Fund, a CURO-sponsored disaster and hardship relief fund administered by the independent Emergency Assistance Foundation. The Employee Relief Fund helps our employees cope with unexpected hardships or disasters that may cause undue financial stress. Through March 2023, we have contributed over $200,000 to support the fund. Our employees have donated over $20,000 to support their colleagues. The program has provided needed financial assistance to over 85 employees facing crisis situations.

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Enhanced Communication Practices: We implemented a bi-directional messaging platform to enhance our business continuity and incident management protocols which allows us to rapidly communicate to our entire workforce and receive critical messages from our employees.

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Strengthening Training Resources. Our customer-facing, front-line teams participate in comprehensive training to help them with conflict resolution and managing challenging situations. Additionally, all employees participate in comprehensive diversity and inclusion training.

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Enhancing our Talent Acquisition and Total Rewards. To attract, hire, develop and retain diverse talent, we systematized our applicant tracking system to mitigate unconscious bias throughout every stage of the hiring process and ensure diverse candidate selection. We consider a diverse slate of candidates for hiring all manager-level and above roles. For our front-line employees, we completed a market compensation analysis to meet or exceed salary benchmarks and implemented changes where appropriate.

Communities

We care about and support the communities in which our employees and customers live and work. We spend our time and money giving back to those communities in various ways, including:

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Supporting Local Charities and our Communities. We engage in numerous philanthropic and community-based initiatives.

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Meals2Frontline: A program that started in 2020 and concluded in 2022, our Cash Money’s Meals2Frontline program has contributed nearly $1,000,000 (CAD) to provide healthy meals to frontline workers, including healthcare and mental health professionals at COVID-19 vaccination and assessment centers, serving the public during the height of the COVID-19 pandemic. With the help of 15 restaurant partners, our efforts resulted in the delivery of more than 47,000 meals to frontline workers at 94 frontline organizations across Canada.

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Global Giveback: In December of 2022, we held a global giveback campaign during which our global team members collected donations or volunteered locally to give back to the communities in which they work and live. We had close to 90% participation across the organization with donations to over 160 local charities. As a result of exceeding our goal of 75% participation, we donated $10,000 (CAD) to Food Banks Canada, $5,000 to Boys & Girls Club of America and $5,000 to Shriners Hospital for Children.

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Lending a Hand: Founded by Heights Finance, this program asks employees to volunteer at the charity of their choice between the months of November and December. We had over 127 volunteer hours across 25 charities. We selected nine charities to receive an additional $500 donation, for a total donation amount of $4,500.

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Local Participation: Our team members across the United States and Canada also volunteer for charities and groups that are local and meaningful to them, as well as serve on the boards of several charitable organizations, such as local YMCAs and the Red Cross. We also make a difference by participating in volunteer activities such as Giving the Basics, Red Cross blood drives, Salvation Army food drives and annual Angel Tree giving.

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Local Charitable Giving: We also donate and support several other organizations including employee-directed giving to philanthropies, such as the Salvation Army and Wichita Wagon Masters.

Stakeholders

As a public company that serves thousands of customers and hundreds of communities, we understand our responsibility to all our stakeholders, including our employees, customers, investors and business partners. We strive to meet the highest ethical and legal standards in serving all our stakeholders.

Helping and serving our customers continues to be the focus for everything we do. We remain committed to that goal through the products and services we offer and other actions we take, such as:

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Appointing People to the Right Roles. The strength of our business has always been driven by the strength of our employees. In 2022, we transformed our management team, which is laser focused on ensuring our three pillars underlie all decisions and actions it takes. We believe in our team and we are excited about the future of our company under their guidance.

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Practicing Responsible Lending. Through our proprietary underwriting and scoring models, we strive to ensure that our customers qualify for the loan type and amounts that fit their needs. In circumstances where our customers have experienced natural disasters, we waived some payments that were due. Additionally, when isolated system errors occur, we err on the side of our customers and promptly engage in remediation efforts, including waiving interest and payments as necessary. We continually strive to ensure our customers are treated fairly and do not suffer unintentional, adverse effects of system errors.

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Facilitating Comprehensive Training—Strong Compliance Management System. Ensuring that our employees and Board understand the compliance requirements we must follow is critical. We take a “tone from the top” approach and our executive team continually commit to and communicate the importance of a strong compliance culture. In this regard, we made several enhancements to our virtual training programs. We provide comprehensive compliance training programs in accordance with all local and federal regulations, including anti-bribery and code of conduct and ethics courses. We offer an anonymous “whistleblower” hotline and actively encourage our employees to report concerns or misconduct. Our employees and management teams are also trained on a zero-tolerance, no retaliation policy so that everyone is empowered to report concerns or any alleged wrongdoing. Additionally, through our wire transfer network partner, we disseminate information to our store employees about human trafficking signs, elderly financial exploitation and reporting responsibilities.

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Strengthening Data Governance—Setting Infrastructure for Long-Term Data Protection and Agility. In 2022, we laid out the framework and architecture to move our customer data to the cloud. Hosting data in the cloud helps ensure a single source of truth for customer information and protection. This also enables us to be more agile in our data, responding to customers’ needs, inquiries and access requests.

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Centralizing Collections and Sales Centers. In 2022, we began the hard work of centralizing our sales and collections team at one of our corporate hubs. Centralization provides heightened levels of monitoring and standardization. Such efforts result in best-in-class compliance for servicing all of our customers.

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Preparing for the Future. We commit considerable time and resources to planning for and acting upon legislative changes, including:

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Industry Association Participation: We actively participate in our industry association, the American Financial Services Association. Additionally, our Vice Presidents of Operations around the country participate in local and state industry associations so we can keep our ear to the ground on changes that may affect our customers and our company. We also participate in two industry associations that address our Canadian market.

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Privacy Matters: As privacy gains greater focus on both a state and federal level, we continue to monitor activity in both areas for future applicable privacy legislation. While the states have been very active in proposing various state-specific privacy laws, most if not all have been states in which we do not conduct business at this time. We continue to monitor the activity on the federal level as well.

We are proud of our efforts and will continue to support our employees, communities and stakeholders in varied and meaningful ways.

Code of Business Conduct and Ethics, Whistleblower Policy and Ethics Hotline

Our Board has adopted a Code of Business Conduct and Ethics (the “Code”) which covers our directors, officers and employees. A copy of the Code is posted at https://ir.curo.com/corporate-governance/governance-documents. We will disclose amendments to, or waivers from, the Code on our website. We did not grant any such waiver in 2022.

We have also adopted a Whistleblower Policy which sets forth the procedures for reporting all suspected or actual violations of the Code, internal policies or procedures, laws or other regulatory requirements, and the protections against retaliation for individuals who, in good faith, report such concerns. These concerns or other concerns regarding our financial statements and accounting, auditing, internal control and reporting

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practices can be reported by submitting a report through our third-party Ethics Hotline, which can be accessed by clicking “Ethics Hotline” https://ir.curo.com/corporate-governance/governance-documents (anonymously, if desired) or by calling our third-party provider, Issuer Direct Corporation, at (800) 916-7037.

Shareholder Communications Policy

Shareholders and other interested parties may send correspondence to the Board, the non-employee directors as a group, a specific Board committee or an individual director (including our Lead Independent Director) in the manner described below. Our Chief Legal Officer will provide a summary and copies of all correspondence (other than product complaints or inquiries, job inquiries, business solicitations and offensive or otherwise inappropriate material) as applicable at each regularly scheduled Board meeting.

Communications may be sent via email IR@curo.com or by regular mail c/o Chief Legal Counsel at CURO Group Holdings Corp., 200 West Hubbard, 8th Floor, Chicago, Illinois 60654.

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PROPOSAL 1—ELECTION OF DIRECTORS

Our Board consists of eight directors. Beginning with this year’s Annual Meeting, we will have completed our commitment we made to shareholders in 2020 to annually elect directors and all directors now stand for election for one-year terms. The Board has nominated Chad Faulkner, David Kirchheimer, Douglas Clark, Andrew Frawley, Chris Masto, Mike McKnight, Gillian Van Schaick and Issac Vaughn for one-year terms expiring at the annual meeting of shareholders to be held in 2024 or until his/her successor, if any, has been elected and is qualified.

All director nominees other than Messrs. Clark, Faulkner and McKnight are independent directors, as determined by the Board under the applicable NYSE listing standards. Each director nominee currently serves on the Board. The Company is not aware of any nominee who will be unable or unwilling to serve as a director. However, if a nominee is unable to serve or is otherwise unavailable for election, the incumbent directors may or may not select a substitute nominee. If the directors select a substitute nominee, the proxy holder will vote the shares represented by all valid proxies for the substitute nominee (unless other instructions are given).

The biographies of the nominees are below, along with a discussion of the experience and skills of each director.

Director Nominees with Proposed Terms Expiring in 2024

Chad Faulkner

Age: 55
Director Since: 1997
Co-founder of the Company
Chairman of the Board
Member of Risk Committee

Career Highlights:

Mr. Faulkner co-founded the Company, has served on our Board since 1997 and became our Chairman in February 2023. Mr. Faulkner served as our President and Chief Operating Officer from 1997 to 2013. As one of our founders, he led the Company in its entire geographic and product expansion. Mr. Faulkner has served as Chief Executive Officer of Sports Academy since 2015. Mr. Faulkner serves as a director of several private companies. Mr. Faulkner holds a Bachelor of Science degree from Kansas State University and is a graduate of the Executive Program at the Anderson School of Business—University of California Los Angeles.

Experience and Skills:

As a founder of the Company, Mr. Faulkner has a keen understanding of the industry in which we operate and the drivers of its growth. We believe Mr. Faulkner’s experience in the consumer finance industry combined with his varied leadership experience qualifies him to serve as a member of our Board and as Chairman of the Board.

SEC Form DEF 14A filed by CURO Group Holdings Corp.