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

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

On March14, 2017, the Compensation Committee (the Committee) of
the Board of Directors (the Board) of Regional Management Corp.
(the Company) approved certain compensation arrangements with
respect to the Companys executive officers as described below.

2017 Annual Cash Incentive Opportunities

The Committee approved annual target bonus award opportunities to
Messrs. Knitzer, Anderson, Thomas, Taggart, and Fisher in an
amount equal to 50% of each such executive officers base salary.
Each officer will be eligible to earn up to 150% of his target
award based on the achievement of certain performance goals
established by the Committee.

Grant of Option Awards, Performance-Contingent Restricted
Stock Unit Awards, and Cash-Settled Performance Unit Awards

The Committee granted the following awards to certain of the
Companys executive officers under the Regional Management Corp.
2015 Long-Term Incentive Plan (the 2015 Plan): (i)nonqualified
stock options, (ii)performance-contingent restricted stock units
(RSUs), and (iii)cash-settled performance units (performance
units), in each case subject to the terms of the 2015 Plan and
the applicable award agreement.

The executive officers, other than Mr.Knitzer, were each granted
a nonqualified stock option, subject to a Nonqualified Stock
Option Agreement (the NQSO Agreement), to purchase such number of
shares of the Companys common stock as may be determined by
dividing the value of the grant (as described below) by the fair
value of each option share (calculated on or as close in time as
practicable to the grant date in accordance with GAAP and the
Black-Scholes option model) as follows: Mr.Anderson: $172,500;
Mr.Thomas: $171,000; Mr.Taggart: $106,000; and Mr.Fisher:
$80,000. The option price of each option is equal to the fair
market value of the Companys common stock on the grant date, and
each option has a 10-year term, with one-third of the shares
subject to each option vesting on each of December31,
2017,December31, 2018, and December31, 2019, subject to the
executives continued employment from the grant date through the
respective vesting date or as otherwise provided in the NQSO
Agreement, the form of which was previously filed with the
Securities and Exchange Commission (the SEC).

The executive officers were each granted RSUs with the target
number of units calculated by dividing the value of the grant by
the closing price of the Companys common stock on the grant date,
based upon grants of the following values: Mr.Knitzer: $950,000;
Mr.Anderson: $172,500; Mr.Thomas: $171,000; Mr.Taggart: $106,000;
and Mr.Fisher: $80,000. The actual number of RSUs, if any, that
may be earned may range from 0% to 150% of the target number of
units and will be based on achievement of (i)the Companys
compound annual growth rate of net income compared to the
compound annual growth rate of net income for the Companys peer
group and (ii)each such executives and the Companys overall
performance, in each case over the performance period, January1,
2017 through December31, 2019, and the continued employment of
each such executive through December31, 2019, or as otherwise
provided in the Performance-Contingent Restricted Stock Unit
Award Agreement, the form of which was previously filed with the
SEC.

The executive officers were each granted the following number of
performance units with a target value of $1.00 per performance
unit: Mr.Knitzer: 950,000; Mr.Anderson: 172,500; Mr.Thomas:
171,000; Mr.Taggart: 106,000; and Mr.Fisher: 80,000. The actual
value of performance units, if any, that may be earned may range
from 0% to 150% of the target value and will be based on
achievement of (i)the Companys compound annual growth rate of
earnings per share compared to the compound annual growth rate of
earnings per share for the Companys peer group and (ii)each such
executives and the Companys overall performance, in each case
over the performance period, January1, 2017 through December31,
2019, and the continued employment of each such executive through
December31, 2019, or as otherwise provided in the Cash-Settled
Performance Unit Award Agreement, the form of which was
previously filed with the SEC.

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 down -0.22 at 19.88 with 46,016 shares trading hands.