Regional Management Corp. (NYSE:RM) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Regional Management Corp. (NYSE:RM) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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Item5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.

(b), (c), (e)

On May12, 2017, the Board of Directors (the Board) of
Regional Management Corp. (the Company) appointed John D.
Schachtel as Executive Vice President (EVP) and Chief
Operating Officer (COO) of the Company, effective as of
May30, 2017 (the Commencement Date). Mr.Schachtel succeeds
Jody L. Anderson, who has separated from the Company, effective
as of May15, 2017. In addition, the Board appointed Peter R.
Knitzer as President of the Company, effective as of May15, 2017.
Mr.Knitzer also will continue to serve as Chief Executive Officer
and a director of the Company.

There are no arrangements or understandings between Mr.Schachtel
and any other person to which Mr.Schachtel was selected as EVP
and COO; there are no family relationships between Mr.Schachtel
and any of the Companys directors or executive officers; and
there are no related party transactions involving Mr.Schachtel
that are reportable under Item404(a) of Regulation S-K.

Mr.Schachtel, age 55, has nearly 30 years of experience in
consumer financial services. From 2013 until 2016, Mr.Schachtel
was the Chief Operating Officer of OneMain Financial Holdings,
Inc. As Chief Operating Officer of OneMain Financial,
Mr.Schachtels responsibilities included management and oversight
of sales, field operations, marketing, and collections. Prior to
assuming the Chief Operating Officer role, Mr.Schachtel served
for over 10 years as OneMain/CitiFinancials Executive Vice
President, Northeast Midwest Division. Mr.Schachtel also held
various other positions at OneMain/CitiFinancial during his
29-year career with the company, including Operations Director
and Director of Field Compensation, New Branch Development, and
Project Management, before becoming Senior Vice President of
Corporate Marketing in 1999. Mr.Schachtel is currently a member
of the Board of Directors of SilverSun Technologies, Inc., and
serves as the chairman of its compensation committee and as a
member of its audit committee and its nominating and corporate
governance committee. He received his MBA in Finance from New
York University and his Bachelor of Science degree from
Northwestern University.

On May15, 2017, the Company issued a press release announcing
Mr.Schachtels appointment as EVP and COO, effective as of the
Commencement Date. The full text of the press release is attached
hereto as Exhibit 99.1 and is incorporated herein by reference.

In connection with his appointment as the Companys EVP and COO,
Mr.Schachtel entered into an Employment Agreement with the
Company (the Agreement), dated May15, 2017, with a term
commencing on the Commencement Date and terminating three years
thereafter. to the Agreement, Mr.Schachtel will be paid an annual
base salary of $350,000, which is subject to increase as may be
determined by the Board or the Compensation Committee of the
Board (the Compensation Committee) from time to time. For
each calendar year during the employment term, Mr.Schachtel is
also eligible to earn an annual bonus award under the Companys
Annual Incentive Plan based upon the achievement of performance
targets established by the Compensation Committee, with a target
bonus equal to no less than 50% of his base salary. The Agreement
provides that Mr.Schachtel will be eligible for a prorated bonus
during 2017.

The Agreement also provides that Mr.Schachtel will receive
compensation in the following forms: a nonqualified stock option
(the Option); a performance-contingent restricted stock
unit award (the RSU); and a cash-settled performance unit
award (the Performance Unit Award).

The Company will grant Mr.Schachtel the Option to purchase such
number of shares of the Companys common stock as is determined by
dividing $300,000 by the fair value of the Companys common stock
(calculated on or as close in time as practicable to the grant
date in accordance with GAAP using the Black-Scholes option
pricing model). The Option will be granted on or shortly after
the Commencement Date and will vest with respect to 20% of the
number of shares subject to the Option on December31, 2017, 40%
of the number of shares subject to the Option on December31,
2018, and 40% of the number of shares subject to the Option on
December31, 2019, subject to Mr.Schachtels continued employment
with the Company through the applicable vesting date or as
otherwise provided in the applicable award agreement. The Option
exercise price will be equal to the fair market value of the
Companys common stock on the grant date, and the Option will have
a ten year term.

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Subject to Mr.Schachtels continued employment from the
Commencement Date until the grant date and, with respect to the
RSU, the availability of sufficient shares of the Companys common
stock under the Companys 2015 Long-Term Incentive Plan, as
amended and/or restated, or any successor plan (collectively, the
2015 Plan), the Company will grant Mr.Schachtel an RSU and
a Performance Unit Award at the time the Company makes its
long-term incentive awards in 2018 to other members of senior
management.

The number of shares subject to the RSU will be determined by
dividing $275,000 by the closing price of the Companys common
stock on or as close in time as practicable to the grant date.
The RSU will be eligible for vesting on December31, 2020, based
on the achievement, if at all, of performance criteria
established by the Compensation Committee and Mr.Schachtels
continued employment from the grant date until the vesting date
or as otherwise provided in the applicable award agreement.

The Performance Unit Award will be eligible for vesting on
December31, 2020, if and to the extent the performance criteria
established by the Compensation Committee have been achieved and
subject to Mr.Schachtels continued employment from the grant date
until the vesting date or as otherwise provided in the applicable
award agreement. The target cash settlement value of the
Performance Unit Award at vesting will be equal to $275,000.

Each of the Option, the RSU, and the Performance Unit Award will
be subject to the terms of the 2015 Plan and the related award
agreement. Commencing in 2019, and subject to his continued
employment, Mr.Schachtel is eligible to receive long-term
incentive awards under the 2015 Plan at the discretion of the
Board or the Compensation Committee.

Commencing in 2019, and for the remainder of the term of the
Agreement, Mr.Schachtel will be eligible to receive an annual
base salary and cash- and equity-based incentive compensation
opportunities totaling in the aggregate at least $1,225,000,
subject to the Compensation Committees discretion to adjust base
salaries, determine allocations between cash and equity
compensation opportunities, establish performance and/or
multi-year service criteria, and determine if and to the extent
any incentive compensation is earned and payable based on the
attainment of performance criteria and other terms and conditions
established by the Compensation Committee, and further subject to
the terms and conditions of the applicable Company incentive plan
and related award agreements (including, if applicable under any
such plan or award agreement, multi-year vesting).

The Company will also provide Mr.Schachtel with benefits
generally available to its other employees, which may include
medical and retirement plans, in addition to the use of a mobile
phone and reasonable travel expenses, including reasonable
expenses associated with Mr.Schachtels travel to and from his
residence to the Companys headquarters.

If Mr.Schachtels employment is terminated by the Company without
cause or by Mr.Schachtel as a result of good reason (each as
defined in the Agreement), Mr.Schachtel will be entitled to
receive: (1)accrued but unpaid salary through his termination
date; (2)an amount equal to his salary in effect on the
termination date, payable over a period of 12 months following
his termination date; (3)an amount equal to his average bonus (as
defined in the Agreement) determined as of the termination date,
payable over a period of 12 months following his termination
date; (4)the pro-rata portion of any bonus
for the year in which termination occurs, to the extent earned,
plus, if his termination occurs after year-end but before the
bonus for the preceding year is paid, the bonus for the preceding
year; (5)reimbursement of COBRA premiums for continuation
coverage under the Companys group medical plan for 12 months
following his termination date, so long as he is not entitled to
obtain insurance from a subsequent employer; (6)reasonable
outplacement service expenses for 12 months following his
termination date, which shall not exceed $25,000; and
(7)reimbursement of expenses incurred prior to termination. If
Mr.Schachtels employment is terminated by the Company without
cause or by Mr.Schachtel as a result of good reason, and such
termination occurs within six months before or one year after the
effective date of a change of control (as defined in the
Agreement), then the amounts described in clauses (2)and (3) of
the foregoing sentence shall be increased by a factor of 50% (for
a total of two times salary and average bonus).

If Mr.Schachtels
employment terminates due to his death or disability (as defined
by the Agreement), Mr.Schachtel, his designated beneficiary, or
his estate, as applicable, will be entitled to receive:
(1)accrued but

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unpaid salary
prior to his death or disability; (2)reimbursement of expenses
incurred prior to his death or disability; and (3)the pro-rata
portion of any bonus for the year in which his death or
termination due to disability occurs, to the extent earned, plus,
if his death or termination due to disability occurs after
year-end but before the bonus for the preceding year is paid, the
bonus for the preceding year. In addition, in the event
Mr.Schachtels employment is terminated due to disability, he will
be entitled to receive: (1)an amount equal to his salary in
effect on the termination date, payable over a period of 12
months following his termination date; (2)an amount equal to his
average bonus, payable over a period of 12 months following his
termination date; (3)reasonable outplacement service expenses for
12 months following his termination date, which shall not exceed
$25,000; and (4)reimbursement of COBRA premiums for continuation
coverage under the Companys group medical plan for 12 months
following his termination date, so long as he is not entitled to
obtain insurance from a subsequent employer. The amounts that
Mr.Schachtel will be entitled to receive in the event that his
employment terminates due to disability will be reduced by the
amount of any disability benefits paid to Mr.Schachtel to any
disability insurance, plan, or policy then in effect and provided
by the Company to or for the benefit of Mr.Schachtel.

If the Company
terminates Mr.Schachtels employment with cause or if Mr.Schachtel
voluntarily terminates his employment, he is entitled only to
accrued but unpaid salary and expense reimbursements through his
termination date. In the case of voluntary termination of
employment, if termination occurs after year-end but before the
bonus for the preceding year is paid, Mr.Schachtel is also
entitled to payment of the bonus for the preceding year.

Mr.Schachtel is
also subject to various restrictive covenants, and his
entitlement to certain benefits is contingent upon his compliance
with such covenants. Specifically, Mr.Schachtel is subject to a
covenant not to disclose the Companys confidential information
during his employment and at all times thereafter, a covenant not
to compete during his employment and for a period of one year
following his termination of employment, a covenant not to
solicit competitive business services through or from loan
sources (each as defined in the Agreement) during his employment
and for a period of one year following his termination of
employment, a covenant not to solicit or hire Company employees
during his employment and for a period of one year following his
termination of employment, and a non-disparagement covenant
effective during the employment term and at all times thereafter.
Mr.Schachtels covenant not to compete is limited to an area
within twenty-five miles of any Company branch or other
office.

In addition,
Mr.Schachtel shall abide by any equity retention policy,
compensation recovery policy, stock ownership guidelines, or
other similar policies maintained by the Company.

The foregoing
summary of the Agreement is not complete and is qualified in its
entirety by reference to the full text of the Agreement, a copy
of which is attached as Exhibit 10.1 to this Current Report on
Form 8-K and is incorporated herein by reference.

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Item9.01.
Financial Statements and Exhibits.

(d)
Exhibits.

Exhibit No.

Description of Exhibit

10.1 Employment Agreement, dated May15, 2017, between John D.
Schachtel and Regional Management Corp.
99.1 Press Release issued by Regional Management Corp. on May15,
2017

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About Regional Management Corp. (NYSE:RM)

Regional Management Corp. is a diversified specialty consumer finance company. The Company provides a range of loan products primarily to customers with limited access to consumer credit from banks, thrifts, credit card companies and other traditional lenders. Its products include small loans, large loans, automobile loans, retail loans and optional credit insurance products. The Company operates offices in over 300 locations in the states of Alabama, Georgia, New Mexico, North Carolina, Oklahoma, South Carolina, Tennessee and Texas under the names Regional Finance, RMC Financial Services, Anchor Finance and RMC Retail. The loan products are secured, structured on a fixed rate, fixed term basis with fully amortizing equal monthly installment payments and repayable at any time without penalty. Its loans are sourced through multiple channel platforms, including its branches, direct mail campaigns, independent and franchise automobile dealerships, retailers, and the consumer Website.

Regional Management Corp. (NYSE:RM) Recent Trading Information

Regional Management Corp. (NYSE:RM) closed its last trading session up +0.81 at 21.00 with 77,866 shares trading hands.

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