DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule

14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant ☒ Filed by a party other than the Registrant ☐

Check the appropriate box:

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☒	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material Pursuant to §240.14a-12

PRA Group, Inc.

(Name of Registrant as Specified in its Charter)

Not applicable.

(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.

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

LOGO

About PRA Group, Inc.

Headquartered in Norfolk, Virginia and incorporated in Delaware, we are a global financial and business services company with operations in the Americas, Europe and Australia. Our primary business is the purchase, collection and management of portfolios of nonperforming loans. The accounts we purchase are primarily the unpaid obligations of individuals owed to credit originators, which include banks and other types of consumer, retail and auto finance companies. We purchase portfolios of nonperforming loans at a discount in two broad categories: Core and Insolvency. Our Core operation specializes in purchasing and collecting nonperforming loans, which we purchased since either the credit originators and/or other third-party collection agencies have been unsuccessful in collecting the full balance owed. Our Insolvency operation consists primarily of purchasing and collecting on nonperforming loan accounts where the customer is involved in a bankruptcy proceeding or the equivalent in some European countries. We also provide fee-based services on class action claims recoveries and by servicing of consumer bankruptcy accounts in the United States (“U.S.”). For more information about our business, please refer to our Annual Report on Form 10-K for the year ended December 31, 2022 (“2022 Form 10-K”) as filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 28, 2023. The information contained on, or that can be accessed through, our website, including any document referenced in this Proxy Statement, is not, and shall not be deemed to be, a part of this Proxy Statement.

LOGO

Notice of Annual Meeting of Stockholders


DATE:		Tuesday, June 13, 2023
TIME:		9:30 a.m. Eastern Time
LOCATION:		Virtual Meeting
RECORD DATE:		April 27, 2023

The PRA Group, Inc. (the “Company”) 2023 Annual Meeting of Stockholders (the “Annual Meeting”) will be held virtually on Tuesday, June 13, 2023, beginning at 9:30 a.m. Eastern Time. Instructions on how to access and participate in the Annual Meeting are provided under “Instructions for Attending and Participating in the Virtual Annual Meeting” on page 2 of the enclosed Proxy Statement. Only stockholders of record as of the close of business on April 27, 2023 are entitled to receive notice of, and to vote during, the Annual Meeting.

At the Annual Meeting, stockholders will be asked to vote on the following items:

•

Election of the 10 directors named in the accompanying Proxy Statement for a one-year term;

•

Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2023;

•

Approval, on a non-binding advisory basis, of the compensation of the Company’s named executive officers (“Say-on-Pay”);

•

Approval, on a non-binding advisory basis, of the frequency of future Say-on-Pay votes; and

•

Any other business that may properly come before the Annual Meeting and any adjournments or postponements thereof.

We are providing access to our proxy materials by internet in accordance with the SEC’s “notice and access” rules. These rules permit us to provide access to our proxy materials, including the Notice of Annual Meeting, Proxy Statement and our 2022 Annual Report to Stockholders, by notifying you of their availability on the internet instead of mailing printed copies. Accordingly, on or about May 1, 2023, we will mail to our stockholders a Notice of Internet Availability of Proxy Materials. The Notice of Internet Availability of Proxy Materials will provide instructions on how to access and review our proxy materials on the internet and request printed copies. Stockholders will not receive printed copies of our proxy materials unless they request such copies. If requested, printed copies will be available free of charge. We believe that providing our proxy materials through the internet increases the ability of our stockholders to access the information they need while simultaneously reducing the environmental impact and cost to the Company of the Annual Meeting.

Every vote is important and valued by the Company. Therefore, we encourage you to vote your shares through the internet, by phone or, if you requested and received a printed copy of the proxy card, by mail, using the instructions provided below even if you plan to attend the Annual Meeting.

By Order of the Board of Directors,

LOGO

LaTisha Owens Tarrant

Corporate Secretary

May 1, 2023


YOU CAN VOTE IN ONE OF FOUR WAYS

	Visit www.AALvote.com/PRAA to vote VIA THE INTERNET	If you received printed proxy materials, sign, date and return your proxy card in the envelope provided to vote BY MAIL

	Call (866) 804-9616 to vote BY TELEPHONE	Attend the Annual Meeting virtually and vote via the link provided.
Important notice regarding the availability of proxy materials for the Annual Meeting of Stockholders to be held on June 13, 2023: The Company’s Proxy Statement and 2022 Annual Report to stockholders are available at www.viewproxy.com/PRAGroup/2023.

PRA Group, Inc.

2023 Proxy Statement

Table of Contents


PROXY SUMMARY			i

Annual Meeting			i
Voting Matters and Board Vote Recommendations			i
Corporate Governance Highlights			i
Director Dashboard			ii
2022 Company Performance Highlights			iii
Investor Outreach and Engagement			iii

PROXY STATEMENT			1

Purpose			1
Record Date			1
Quorum			1
Vote Required			1
Instructions for Attending and Participating in the Virtual Annual Meeting			2

CORPORATE GOVERNANCE			3

Board Leadership			3
Building Our Board			3
Director Qualifications			4
Board Committees			4
Board’s Role in Risk Oversight			6
Board’s Role in ESG			6
Director Independence			7
Director Attendance			7
Communications with Our Board			7
Director Compensation			8
Director Stock Ownership Guidelines			9
Code of Conduct			9
Policy for Approval of Related Party Transactions			9
Pledging			9
Hedging			9

PROPOSAL 1: ELECTION OF DIRECTORS			10

DIRECTOR NOMINEES			11

PROPOSAL 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			15

Additional Information Regarding Change of Independent Registered Accounting Firm			15
Fees Paid to KPMG and EY			16
Audit Committee Pre-Approval Policies and Procedures			16
Responsibilities			16
Report of the Audit Committee			17


EXECUTIVE OFFICERS			18

PROPOSAL 3: APPROVAL OF NEO COMPENSATION			19

COMPENSATION COMMITTEE REPORT			19

PROPOSAL 4: FREQUENCY OF SAY-ON-PAY VOTES			20

COMPENSATION DISCUSSION AND ANALYSIS			21

COMPENSATION TABLES AND INFORMATION			33

Summary Compensation Table			33
Grants of Plan-Based Awards			34
Outstanding Equity Awards at Fiscal-Year End			35
Option Exercises and Stock Vested			36
Post-Employment Compensation Arrangements			37
CEO Pay Ratio			39
Pay Versus Performance			39
Relationship between Pay and Performance			40
Performance Measures Used to Link Company Performance and Compensation Actually Paid to the NEOs			42
Securities Authorized for Issuance Under Equity Compensation Plan			43

SECURITY OWNERSHIP			44

Security Ownership of Certain Beneficial Owners and Management			44

VOTING INSTRUCTIONS AND OTHER INFORMATION			46

Internet Availability of Proxy Materials and Annual Report			46
How to Vote			46
Revoking Your Proxy			46
Inspector of Elections			47
Cost of Proxy Solicitation			47
Broker Non-Votes			47
Stockholder Proposals			47
Other Information			48
Other Matters to be Presented			48


		2023 Proxy Statement \| PRA Group

Proxy Summary

This summary highlights certain information contained elsewhere in the Proxy Statement but does not contain all information that you should consider prior to casting your vote. Therefore, you should read the entire Proxy Statement carefully before voting.

Annual Meeting


Date and Time:		Tuesday, June 13, 2023 at 9:30 a.m. Eastern Time

Location:		Virtual Meeting

Record Date:		April 27, 2023

Voting Matters and Board Vote Recommendations


	Agenda Item	Board Vote Recommendation	Page Reference

Proposal 1:	Elect the 10 directors named in this Proxy Statement for a one-year term.	FOR	10

Proposal 2:	Ratify the appointment of Ernst & Young LLP (“EY”) as our independent registered public accounting firm for 2023.	FOR	15

Proposal 3:	Advisory vote to approve our named executive officer (“NEO”) compensation (“Say-on-Pay”)	FOR	19
Proposal 4:	Advisory vote to approve the frequency of our future Say-on-Pay votes.	FOR 1-YEAR OPTION	20

Corporate Governance Highlights


Independent Oversight		• Our Board of Directors (“Board”) is comprised primarily of independent (9 of 10) directors. • Our Board Committees are comprised solely of independent directors. • We have a Lead Independent Director who, among other responsibilities, presides over executive sessions of our independent directors, which occur at each in-person or virtual Board meeting. • The roles of Chairman of the Board and Chief Executive Officer (“CEO”) are separate. • Our Compensation Committee engages an independent compensation consultant to advise and support the Compensation Committee’s work.

Board Refreshment		• Our Board and all Board Committees conduct annual performance evaluations. • Our directors cannot stand for re-election after they reach the age of 75.

Stockholder Rights and Alignment		• Our stockholders have the right to call special meetings. • Our directors are elected annually. • Our directors must be elected by a majority of the votes cast in uncontested elections. • We have stock ownership guidelines that apply to our directors and executive officers in order to align their interests with the interests of our stockholders. • All incentive compensation for our executive officers is subject to recoupment (or clawback) by the Company in the event of a restatement, to comply with applicable law or if the executive officer violates restrictive covenants included in the officer’s equity award or employment agreement.

Environmental, Social and Governance (“ESG”)		• Our Nominating and Corporate Governance Committee oversees significant ESG matters with the support of management’s ESG Steering Committee, which is comprised of senior members of management and operates pursuant to a written charter. • We have adopted a Statement on Human Rights. • We have adopted a Political Contributions Statement. • We have adopted an Environmental and Sustainability Statement.
Hedging/Pledging		• Our directors, executive officers and employees are prohibited from engaging in short sales and hedging transactions involving the Company’s equity securities and may not pledge, our common stock.


		2023 Proxy Statement \| PRA Group i

Director Dashboard

We are led by directors whose qualifications, experience and backgrounds support the effective oversight of our business and affairs, further our strategic goals and provide valued guidance to management. The charts below reflect key data about our Board.

LOGO


Board Diversity Matrix (As of March 31, 2023)



Total Number of Directors		10

	Female		Male		Non-Binary		Did Not Disclose Gender

Part I: Gender Identity

Directors		3		7		0		0

Part II: Demographic Background

African American or Black		1		0		0		0

Alaskan Native or Native American		0		0		0		0

Asian		0		1		0		0

Hispanic or Latinx		1		0		0		0

Native Hawaiian or Pacific Islander		0		0		0		0

White		1		6		0		0

Two or More Races or Ethnicities		0		0		0		0

LGBTQ+				1
Did Not Disclose Demographic Background				0


ii PRA Group \| 2023 Proxy Statement

2022 Company Performance Highlights

•

Total portfolio purchases were $850.0 million in 2022 compared to $972.3 million in 2021.

•

Total cash collections (collections on our owned finance receivables portfolios) were $1.7 billion in 2022 compared to $2.1 billion in 2021.

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Total revenues were $966.5 million in 2022 compared to $1.1 billion in 2021.

•

Total operating expenses were $680.7 million in 2022 compared to $720.7 million in 2021.

•

Net income attributable to the Company was $117.1 million in 2022, compared to $183.2 million in 2021.

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Our cash efficiency ratio (cash receipts, which are cash collections plus fee income, less operating expenses, divided by cash receipts) was 61.0% compared to 65.3% in 2021.

•

Estimated remaining collections (the sum of all future projected cash collections on our owned finance receivables portfolios) was $5.7 billion at the end of 2022, compared to $6.0 billion at the end of 2021.

2022 TOTAL PORTFOLIO PURCHASES

$850M

2022 TOTAL CASH COLLECTIONS

$1.7B

2022 TOTAL REVENUES

$966.5M

Investor Outreach and Engagement

We value input from our stockholders on our business and communicate regularly with them to better understand their perspectives. Throughout 2022, our CEO, Chief Financial Officer (“CFO”), Senior Vice President of Finance and Investor Relations and other senior management, engaged with our investors to discuss the Company, our financial performance and other relevant matters and to address any questions or concerns. We also communicate with our stockholders through other avenues, including our SEC filings, news releases, investor conferences and website. In addition, we hold quarterly conference calls, which are attended by our investors and open to the public, to discuss our financial results.


		2023 Proxy Statement \| PRA Group iii

LOGO

120 CORPORATE BOULEVARD

NORFOLK, VIRGINIA 23502

Proxy Statement

Annual Meeting of Stockholders

June 13, 2023

Purpose

This Proxy Statement is being made available to stockholders on or about May 1, 2023 in connection with a solicitation by the Board of PRA Group, Inc. (the “Company,” “we,” “us” or “our”) of proxies to be voted at the 2023 Annual Meeting of Stockholders (the “Annual Meeting”) and any adjournments or postponements. The Annual Meeting will be held virtually on Tuesday, June 13, 2023 at 9:30 a.m. Eastern Time for the purposes set forth in the accompanying Notice of Annual Meeting of Stockholders.

Record Date

At the close of business on April 27, 2023, which is the record date for the Annual Meeting (the “Record Date”), there were 39,169,763 shares of our common stock outstanding and entitled to vote at the Annual Meeting.

Quorum

In order for business to be conducted at the Annual Meeting, a majority of the issued and outstanding shares of our common stock entitled to vote, represented in person or by proxy, must be present. Abstentions and broker shares that include “broker non-votes” that are present and entitled to vote are counted as present for purposes of determining a quorum. See “Broker Non-Votes” on page 47 of this Proxy Statement for an explanation of what constitutes a broker non-vote.

Vote Required

Each stockholder will have one vote for each share of our common stock held as of the Record Date. Shares of our common stock represented by properly executed proxies will be voted at the Annual Meeting in accordance with the choices indicated on the proxy.

If you provide specific voting instructions, your shares will be voted as you instruct. If you vote through the internet or by phone and vote as recommended by our Board or if you sign and return your proxy card, but do not provide instructions, your shares will be voted as follows:

•

FOR the election of the 10 directors named in this Proxy Statement for a one-year term (“Proposal 1”);

•

FOR the ratification of the appointment of EY as our independent registered public accounting firm for 2023 (“Proposal 2”);

•

FOR the approval, on a non-binding advisory basis, of the compensation of our NEOs (“Proposal 3”); and

•

FOR the approval, on a non-binding advisory basis, of the 1-year option as the frequency of future votes on our NEOs’ compensation (“Proposal 4”).

With respect to Proposal 1, each director nominee will be elected if the director nominee receives a majority of the votes cast. Abstentions and broker non-votes will not be counted as votes cast and will therefore have no effect on Proposal 1. Proposal 2, Proposal 3 and Proposal 4 will be approved if a majority of the shares present in person or represented by proxy and entitled to vote on the matter, vote in favor of the applicable proposal. Abstentions will have the effect of a vote “AGAINST” Proposal 2, Proposal 3 and Proposal 4. However, broker non-votes will have no effect on these proposals. With respect to Proposal 4, if no option receives the affirmative vote of a majority of the shares present in person or represented by proxy and entitled to vote, the option receiving the greatest number of votes will be considered the frequency recommended by stockholders.


		2023 Proxy Statement \| PRA Group 1

Instructions for Attending and Participating in the Virtual Annual Meeting

The Annual Meeting will be a completely virtual meeting. There will be no physical meeting location. However, stockholders will have the same rights and opportunities to participate in the virtual Annual Meeting as they would at an in-person meeting.

The Annual Meeting will begin at 9:30 a.m. Eastern Time on Tuesday, June 13, 2023. In order to attend and participate in the Annual Meeting, including voting your shares and submitting questions, you must register at www.viewproxy.com/PRAGroup/2023 by 11:59 p.m. Eastern Time on June 9, 2023. If you are a record holder, you must register using the virtual control number included on your Notice of Internet Availability of Proxy Materials or on your proxy card (if you requested and received a printed copy of the proxy materials). If you hold your shares beneficially through a bank, broker or other nominee, and your voting instruction form or Notice of Internet Availability of Proxy Materials indicates that you may vote those shares, then you may access, participate in and vote at the Annual Meeting with the control number indicated on that voting instruction form or Notice of Internet Availability of Proxy Materials. Otherwise, you must provide a legal proxy from your bank, broker or other nominee during registration and you will be assigned a virtual control number in order to vote your shares and submit questions during and before the Annual Meeting. If you are unable to obtain a legal proxy to vote your shares, you will still be able to attend the Annual Meeting (but will not be able to vote your shares or submit questions) so long as you demonstrate proof of stock ownership. Instructions on how to connect and participate via the internet, including how to demonstrate proof of stock ownership, are posted at www.viewproxy.com/PRAGroup/2023.

On the day of the Annual Meeting, if you have properly registered, you may enter the Annual Meeting by logging in using the password you received via email in your registration confirmation. We encourage you to check in by 9:15 a.m. Eastern Time on June 13, 2023, the day of the Annual Meeting, so that any technical difficulties may be addressed before the Annual Meeting. If you encounter any difficulties accessing the Annual Meeting live webcast during the meeting, please email VirtualMeeting@viewproxy.com or call (866) 612-8937.

Even if you plan to attend the live webcast of the Annual Meeting, we encourage you to vote in advance via the internet, by telephone or by mail so that your vote will be counted in the event you later decide not to attend the Annual Meeting.


2 PRA Group \| 2023 Proxy Statement

Corporate Governance

The primary responsibility of our Board is to exercise its business judgment while acting in the best interests of the Company and our stockholders. Our Board is responsible for establishing broad corporate policies, setting strategic direction and overseeing management, which is responsible for the daily operations of the Company. Our Board must fulfill its responsibilities consistent with its fiduciary duties to the Company and our stockholders and in compliance with applicable laws and regulations. To assist our Board with fulfilling its duties, our Board has implemented a leadership structure that supports its oversight responsibilities, created standing and ad hoc committees to formally handle duties that our Board deems significant, and adopted policies and procedures that reflect our Board’s commitment to good corporate governance, including Corporate Governance Guidelines, a Code of Conduct and a policy to approve transactions with related parties.

Board Leadership

Our Board believes that the decision of whether to have the same individual occupy the offices of Chairman of the Board (“Chairman”) and CEO should be made by our Board, from time to time, in its business judgment after considering relevant factors, including the specific needs of the Company and what is in the best interests of the Company and our stockholders.

Currently, the roles of Chairman and CEO are separated, which our Board believes is appropriate. Separation of the roles allows Mr. Atal to focus on managing the daily operations of the Company in his role as President and CEO, while Mr. Fredrickson, in his role as Chairman, oversees our Board’s significant functions. Mr. Fredrickson has leveraged his extensive experience in the financial sector and past daily operational management experience to effectively and efficiently guide our Board by focusing its attention on issues of greatest importance to the Company and our stockholders.

Our Corporate Governance Guidelines provide that a Lead Independent Director will be selected by the independent directors whenever the individual selected to serve as Chairman is also the CEO or otherwise not independent. Notwithstanding this requirement and the fact that Mr. Fredrickson, our current Chairman, is independent, the Board determined that having a Lead Independent Director was appropriate at this time given Mr. Atal’s recent appointment as CEO. Lance L. Weaver currently serves as the Lead Independent Director and has the following duties and responsibilities:

•

preside at all meetings of the independent directors;

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consult with the Chairman and CEO concerning the agenda for Board meetings and approve the agenda for Board meetings;

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be available to advise Committee chairs in fulfilling their designated roles and responsibilities with our Board;

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be available for consultation and direct communication with stockholders where appropriate, upon reasonable request; and

•

lead the annual evaluation of the Chairman and CEO.

Building Our Board

Our Board recognizes that the duties and responsibilities of a director require highly skilled individuals with diverse qualities, backgrounds, attributes and professional experience. Our Board and the Nominating and Corporate Governance Committee consider the qualifications of directors and director candidates individually and in the broader context of our Board’s overall composition and the Company’s current and future needs. The Nominating and Corporate Governance Committee reviews potential candidates for director vacancies and recommends nominees to our Board for approval. In identifying potential candidates for Board membership, the Nominating and Corporate Governance Committee relies on suggestions and recommendations from directors, stockholders, management and others, including executive search and board advisory firms when deemed appropriate. The Nominating and Corporate Governance Committee does not distinguish between nominees recommended by stockholders and other nominees.

Stockholders wishing to suggest candidates to the Nominating and Corporate Governance Committee for consideration as directors may submit a written notice to our Corporate Secretary following the procedures set forth in our Amended and Restated By-Laws (“By-Laws”), as described under “Stockholder Proposals” on page 47 of this Proxy Statement.

Our Board and Nominating and Corporate Governance Committee have determined that there are general requirements for service on our Board that all directors must possess, including the following:

•

high integrity and ethical standards;

•

commitment to representing the long-term interests of stockholders;


		2023 Proxy Statement \| PRA Group 3

Corporate Governance

•

a proven record of success in the individual’s field;

•

an understanding of, and respect for, good corporate governance practices;

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a high degree of financial literacy;

•

experience leading complex organizations;

•

the ability to devote the time necessary to properly discharge the duties associated with serving as a director, including attending and participating in Board and Committee meetings;

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intangible qualities such as willingness to ask difficult questions while continuing to work collegially with other directors and management; and

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an appreciation for diversity and inclusion.

While our Board does not have a specific diversity and inclusion policy, it does consider self-identified diversity characteristics, including race, ethnicity, gender, age, cultural background and professional experiences in evaluating candidates for Board membership.

Director Qualifications

In addition to the characteristics each director must possess, our Board and the Nominating and Corporate Governance Committee have identified the following qualifications, experience, knowledge, skills and abilities that are important to be represented on our Board as a whole, in light of the Company’s current needs and business priorities:


Desired Skills and Experience		Our Board as a whole should:

Financial Industry		understand the complex financial and highly regulated environment in which our business operates in order to evaluate our operating and strategic performance.

Government and Regulatory		have experience in compliance with international, federal and state laws, regulations and agencies because our business is heavily regulated and directly affected by governmental and regulatory actions.

Information Technology, Data Governance and Cybersecurity		have experience with information technology because our business relies on data and information technology and we face threats of business or technology disruptions and/or cyber incidents.

International/Global		have a global perspective and international experience useful in evaluating our operating and strategic performance and growth because our business and strategy are global.

Public Company		have a comprehensive understanding of the complex financial and legal issues facing U.S. public companies because we are a publicly-traded company regulated by the SEC and listed on the Nasdaq Stock Market (“Nasdaq”).

Risk Oversight		have a comprehensive understanding of the risks facing our business and industry and the policies and procedures that are appropriate for effective risk oversight and mitigation.
Strategic Planning		have experience setting a long-term corporate vision, assessing geographies in which to operate, and evaluating competitive positioning and a comprehensive understanding of transformation planning processes to support the development of, and modifications to, our strategic plan.

Board Committees

The standing Committees of our Board are the Audit Committee, Compensation Committee, Nominating and Corporate Governance Committee and Risk Committee. Each standing Committee operates pursuant to a written charter, which is available on the Investor Relations page of our website at www.pragroup.com. All members of the standing Committees are independent as defined by Nasdaq listing standards and SEC rules. In addition, each member of the Compensation Committee is a “non-employee director” within the meaning of Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and each member of the Audit Committee is an “audit committee financial expert” as defined by the Exchange Act. Each standing Committee has the ability to retain, at the Company’s expense, special legal, accounting or other consultants or advisors it deems necessary in the performance of its duties. Additional information concerning the standing Committees as of April 27, 2023 is included in the following chart.


4 PRA Group \| 2023 Proxy Statement

Corporate Governance



Audit

Members: Marjorie M. Connelly, Chair John H. Fain Brett L. Paschke Scott M. Tabakin	Primary Roles and Responsibilities: ● monitors and reviews the integrity of the Company’s financial reports and monitors and provides oversight of the Company’s systems of internal controls regarding accounting and financial reporting; ● engages and monitors the independence and performance of the Company’s independent registered public accounting firm; ● monitors the independence and performance of the Company’s internal auditors; and ● provides an avenue of communication between the Company’s independent registered public accounting firm, management, the internal audit department and our Board.	Number of meetings held in 2022: 8


Compensation

Members: Brett L. Paschke, Chair Danielle M. Brown John H. Fain James A. Nussle	Primary Roles and Responsibilities: ● develops and oversees the implementation of the Company’s compensation philosophy with respect to its directors, CEO, other NEOs and other executive officers; ● determines compensation for the Company’s executive officers; ● oversees the design of the Company’s compensation program, consistent with the Company’s compensation philosophy, internal equity considerations and market practice; ● considers compliance with applicable laws and regulations that have an impact on the Company’s business when making compensation decisions to encourage the highest standards of integrity and ethical conduct; and ● reviews compensation programs and policies for features that may encourage excessive risk taking and determine the extent to which there may be a connection between compensation and risk.	Number of meetings held in 2022: 7



Nominating and Corporate Governance

Members: James A. Nussle, Chair Scott M. Tabakin Peggy P. Turner Lance L. Weaver	Primary Roles and Responsibilities: ● develops and recommends to our Board a set of effective corporate governance policies and procedures applicable to the Company; ● identifies individuals qualified to become Board members and recommends that our Board select a group of director nominees for each annual meeting of our stockholders; ● oversees annual evaluation of our Board; ● reviews periodically the Company’s Related Party Transaction Policy, makes recommendations to our Board concerning changes and approves transactions; ● considers candidates recommended by stockholders in accordance with our By-Laws and Certificate of Incorporation using the same criteria in evaluating candidates nominated by a stockholder as it does for candidates recommended by our Board or management; and ● oversees significant ESG matters.	Number of meetings held in 2022: 5



Risk

Members: Scott M. Tabakin, Chair Danielle M. Brown Marjorie M. Connelly Peggy P. Turner	Primary Roles and Responsibilities: ● oversees the Company’s enterprise risk management program, including its governance structure, risk management framework and policies and procedures; ● reviews and approves our business continuity management program; ● receives reports and presentations from management on significant risks facing the Company and the results of any risk management reviews and assessments, including the following risks: operations, compliance, underwriting, strategy, legal, reputation, information security, technology and data management, and vendor management; and ● reviews material reports or inquiries from government or regulatory agencies related to any significant enterprise risks.	Number of meetings held in 2022: 3


		2023 Proxy Statement \| PRA Group 5

Corporate Governance

Board’s Role in Risk Oversight

Our Board recognizes that the Company faces a broad range of risks, including financial, regulatory, operational, political, reputational, governance, legal and cyber, that may affect the Company’s ability to execute corporate strategies and fulfill business objectives. Our Board has delegated to its Risk Committee responsibility for overseeing the Company’s risk profile and management’s processes for assessing and managing risk, while management is responsible for daily risk management. Our Chief Risk and Compliance Officer attends all meetings of the Risk Committee and meets in executive session with the Risk Committee at each of its meetings.

Our Board has also assigned to its remaining Committees responsibility for reviewing, evaluating and making recommendations concerning important risk categories that fall within their scope of responsibility, including the following:

•

The Audit Committee receives quarterly updates from our CFO and the independent registered public accounting firm on financial risks, compliance with reporting requirements and internal controls regarding accounting and financial reporting; quarterly reports from the Senior Vice President, Corporate Audit Services, who oversees the Company’s internal audit department, on the results of internal audit activities; and any reports related to complaints and allegations of fraud or illegal acts regarding accounting, internal accounting controls, or auditing matters and any submissions by employees, including those submitted confidentially and/or anonymously, regarding questionable accounting or auditing matters.

•

The Compensation Committee designs the Company’s compensation programs and incentives in a manner that does not encourage employees, including our NEOs, to take unnecessary or excessive risks. The Compensation Committee, with assistance from Frederic W. Cook & Co. (“FW Cook”), the Compensation Committee’s independent compensation consultant, has reviewed the Company’s compensation policies and practices for all employees, including our NEOs, as they relate to risk management practices and risk-taking incentives, and has determined that there are no risks arising from these policies and practices that are reasonably likely to have a material adverse effect on the Company.

Management’s role in assisting our Board with its risk oversight responsibility is critical. In order to support our Board’s risk oversight role, the Company has a Risk Assessment and Action Committee (“RAAC”), which reviews, evaluates and reports on the processes used to identify, assess and manage risk throughout the Company. The RAAC is comprised of the Company’s executive officers and is chaired by our Chief Risk and Compliance Officer, who reports to the Risk Committee at each of its meetings.

Members of senior management routinely attend Board meetings and report on their activities, including significant risks. These reports include risk considerations and discussions concerning actions and strategies for monitoring, managing and mitigating any risks identified. In addition, the Company’s Compliance Department, which reports to our Chief Risk and Compliance Officer, documents known compliance risks, assesses the sufficiency of risk identification, and recommends risk management and mitigation strategies.

Board’s Role in ESG

Our Board recognizes the importance of ESG to our overall strategic plan. As a result, our Board has delegated to the Nominating and Corporate Governance Committee oversight of our significant ESG and sustainability practices, policies and activities. To support the Nominating and Corporate Governance Committee, we have formed an ESG Steering Committee, which is comprised of senior members of management. The ESG Steering Committee supports our Board’s ESG oversight role by developing and making recommendations regarding our overall strategy with respect to ESG matters, recommending reporting standards and advising on communications with stakeholders, including our employees and investors. The ESG Steering Committee also oversees the ESG Working Group, which consists of employees across the Company whose daily responsibilities involve ESG matters and who support our ESG disclosures by collecting and providing relevant data to the ESG Steering Committee.


6 PRA Group \| 2023 Proxy Statement

Corporate Governance

Under our ESG governance structure, which is illustrated below, we have adopted a Human Rights Statement, Political Contribution Statement and Environmental and Sustainability Statement, publish an annual ESG Review and have incorporated ESG in our enterprise risk management program.

LOGO

Director Independence

Our Board has established guidelines, which conform to the independence requirements included in the NASDAQ listing standards and SEC rules and regulations, to assist it in determining director independence. Based on these guidelines, our Board has determined that Messrs. Fain, Fredrickson, Nussle, Paschke, Tabakin and Weaver and Mses. Brown, Connelly and Turner are independent according to NASDAQ listing standards and SEC rules.

Director Attendance

During 2022, our Board held 8 meetings. Each director attended at least 75% of the aggregate number of meetings of our Board and the Committees on which the director served during 2022. Directors are encouraged to attend our Annual Meeting of Stockholders and all then serving directors attended our 2022 Annual Meeting of Stockholders (“2022 Annual Meeting”).

Communications with Our Board

Stockholders may communicate with members of our Board by transmitting their correspondence by mail or email. All such communications should be sent to the attention of our Corporate Secretary as specified below:

Corporate Secretary

PRA Group, Inc.

120 Corporate Boulevard

Norfolk, Virginia 23502

corporatesecretary@pragroup.com

Communications that are addressed to one or more directors will be collected and organized by our Corporate Secretary and forwarded to our Chairman, or if addressed to a specific independent director, to that director, as soon as practicable. Communications that are abusive, derogatory or that present safety or security concerns may be handled differently. If multiple communications are received on a similar topic, our Corporate Secretary may forward only representative correspondence or summaries. Our Corporate Secretary will determine whether any communication addressed to our entire Board as a whole should be properly addressed by our entire Board or by a Committee. If a response to the communication is warranted, the content and method of the response will be coordinated with our Corporate Secretary. Stockholders may use the Company’s toll-free ethics hotline to communicate concerns to our Board in a confidential or anonymous manner by dialing 1-855-874-2659. All stockholder communications to the Company’s confidential ethics hotline are referred to our Lead Independent Director.


		2023 Proxy Statement \| PRA Group 7

Corporate Governance

Director Compensation

Our Board, upon the recommendation of the Compensation Committee, establishes the compensation for our non-employee directors. Non-employee director compensation for 2022 included annual cash retainers for our Board members and Chair, Committee members and Chairs, and our Lead Independent Director. On the date of our 2022 Annual Meeting, each non-employee director also received an equity award valued at approximately $155,000 that consisted of restricted stock units (“RSUs”) that vest on the anniversary of the grant date or the date of the next annual meeting of the Company’s stockholders that follows the grant date, if earlier. The vesting schedule for the RSUs and the director stock ownership guidelines described below are intended to align our non-employee directors’ economic interests with those of our stockholders.

Cash retainers for our Board for 2022 were as follows:



Annual Cash Retainers⁽¹⁾	2022
Chairman		$ 125,000
Lead Director		$ 30,000
Audit Committee Chair		$ 30,000
Compensation Committee Chair		$ 30,000
Nominating and Corporate Governance Committee and Compliance Committee Chair		$ 30,000
Risk Committee Chair		$ 30,000
Board Member		$ 70,000
Audit Committee Member		$ 15,000
Compensation Committee Member		$ 15,000
Nominating and Corporate Governance Committee and Compliance Committee Members		$ 15,000
Risk Committee Member		$ 15,000
(1) Note that Committee Chairs only receive a retainer for their service as Committee Chairs and not also for serving as a Committee Member.

Our non-employee directors received the following compensation for service during 2022:



Name	Fees Earned or Paid in Cash		Stock Awards⁽¹⁾		Total
Vikram A. Atal⁽²⁾		$ 115,000		$ 154,995		$ 269,995
Danielle M. Brown		$ 99,375		$ 154,995		$ 254,370
Marjorie M. Connelly		$ 115,000		$ 154,995		$ 269,995
John H. Fain		$ 113,750		$ 154,995		$ 268,745
Steven D. Fredrickson		$ 195,000		$ 154,995		$ 349,995
James A. Nussle		$ 113,125		$ 154,995		$ 268,120
Brett L. Paschke		$ 99,375		$ 154,995		$ 254,370
Scott M. Tabakin		$ 99,375		$ 154,995		$ 254,370
Peggy P. Turner		$ 99,375		$ 154,995		$ 254,370
Lance L. Weaver		$ 114,375		$ 154,995		$ 269,370
(1) Amounts represent the aggregate grant date fair value of the stock awards calculated by multiplying the number of RSUs granted by the closing price of our common stock on the grant dates, which was $36.93 on June 9, 2022. The actual amount of compensation realized by a director will depend upon the market price of our common stock on the vesting date. (2) Mr. Atal was appointed as the Company’s President and CEO effective March 27, 2023.

In addition to the compensation described above, each non-employee director is reimbursed for travel expenses incurred for attending Board meetings and reasonable expenses associated with participating in continuing education programs. We offer no retirement benefits or perquisites to directors. We maintain policies of directors’ and officers’ liability insurance covering all directors.


8 PRA Group \| 2023 Proxy Statement

Corporate Governance

Director Stock Ownership Guidelines

Recognizing that each director should have a substantial personal investment in the Company, our Board has adopted stock ownership guidelines that require beneficial ownership by each non-employee director of shares of our common stock valued at not less than five times the director’s annual cash retainer for serving on our Board. Directors are expected to acquire and maintain this share ownership threshold within five years after joining our Board. As of March 31, 2023, all non-employee directors who have served on our Board for at least five years have met the stock ownership requirement.

Code of Conduct

Our Board has adopted a Code of Conduct, which applies to our directors and all employees of the Company, including our CEO and our CFO, who is also our principal accounting officer. Our Code of Conduct, which can be found on the Investor Relations page of our website at www.pragroup.com, governs the work behavior and business relationships of the Company’s directors, officers, employees and independent third parties acting on behalf of the Company and sets forth the Company’s policies regarding ethics and standards of business conduct, including conflicts of interest and insider trading. We will disclose amendments to our Code of Conduct, as well as any waivers of the Code, on our website as permitted by SEC rules. During 2022, there were no waivers of our Code of Conduct for any director or executive officer.

Policy for Approval of Related Party Transactions

Our Board has adopted a written policy (“Related Party Transaction Policy”) for review, approval and disclosure of transactions between the Company and directors, director nominees, executive officers, beneficial owners of more than 5% of our common stock and immediate family members of any of the foregoing (each, a “related party”). Under our Related Party Transaction Policy, the Nominating and Corporate Governance Committee must approve or ratify all related party transactions involving amounts greater than $120,000 in a calendar year and in which a related party has a direct or indirect material interest. Under our Related Party Transaction Policy, certain transactions with related parties are deemed pre-approved, such as transactions in which the related party’s interest arises solely from the person’s service as a director of another entity that is a party to the transaction, certain charitable contributions and transactions determined by competitive bids. In assessing a related party transaction, the Nominating and Corporate Governance Committee considers several factors including the commercial reasonableness of the terms of the transaction, the materiality of the transaction to the Company and the impact of the transaction on the related party’s independence.

Pledging

Our Anti-Pledging Policy prohibits our directors, officers and employees from pledging, alienating, attaching or otherwise encumbering our common stock and any purported pledge, alienation, attachment or encumbrance thereof is void and unenforceable against the Company or any affiliate of the Company.

Hedging

Our Anti-Hedging Policy prohibits our directors, officers and employees from speculating or hedging their interests in equity securities of the Company. Accordingly, directors, officers and employees may not “play the market” in equity securities of the Company by engaging in speculative transactions such as any direct or indirect hedging transaction that could reduce or limit the individual’s economic risk with respect to his or her holdings, ownership or interest in the common stock or other securities of the Company, including outstanding restricted

SEC Form DEF 14A filed by PRA Group Inc.