UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On August 21, 2023, Peter M. Graham, Executive Vice President and Chief Financial Officer of PRA Group, Inc. (the “Company”), notified the Company’s Board of Directors (the “Board”) of his decision to resign from the Company, effective September 15, 2023, to pursue another employment opportunity. Mr. Graham’s decision to resign from the Company was not due to any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
On August 23, 2023, the Board appointed Rakesh Sehgal to succeed Mr. Graham as the Company’s Executive Vice President and Chief Financial Officer, effective September 15, 2023.
Mr. Sehgal, age 51, has served as the Company’s Head of Corporate Development since May 2022. From 2013 through March 2022, Mr. Sehgal held various positions of increasing responsibility with General Electric and GE Capital, including Managing Director, Corporate Development in the mergers and acquisitions group. Prior to his nine years with General Electric and GE Capital, Mr. Sehgal was at Barclays Capital and Lehman Brothers in the investment banking group, where he advised specialty finance and other companies on mergers and acquisitions and leveraged finance transactions from 2003 to 2013.
There are no arrangements or understandings between Mr. Sehgal and any other persons pursuant to which he was selected as Executive Vice President and Chief Financial Officer. There are no family relationships between Mr. Sehgal and any director or executive officer of the Company, and Mr. Sehgal has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
In connection with Mr. Sehgal’s appointment as the Company’s Executive Vice President and Chief Financial Officer, the Board approved the following compensation for Mr. Sehgal: (1) an annual base salary of $500,000 along with other perquisites and benefits provided to Company employees, (2) an additional 2023 long-term incentive award of restricted stock units valued at $175,000, which will vest ratably over a three-year period beginning with the first anniversary of the grant date and (3) eligibility to receive an annual bonus in accordance with the Company’s Annual Bonus Plan with a target opportunity of $500,000.
The Company’s Annual Bonus Plan and other executive compensation programs are described in further detail in the “Compensation Discussion and Analysis” section of the Company’s proxy statement for its 2023 Annual Meeting of Stockholders (filed with the Securities and Exchange Commission on May 1, 2023), which discussion is incorporated into this Item 5.02 by reference.
| Item 7.01 | Regulation FD Disclosure. |
On August 24, 2023, the Company issued a press release announcing the Chief Financial Officer transition discussed in Item 5.02 of this Current Report on Form 8-K. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated into this Item 7.01 by reference.
None of the information furnished in Item 7.01 or Exhibit 99.1 of this Current Report on Form 8-K shall be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that Section. Unless expressly set forth by specific reference in such filings, none of the information furnished in this Current Report on Form 8-K shall be incorporated by reference in any filing under the Securities Act of 1933, as amended, whether made before or after the date hereof and regardless of any general incorporation language in such filings.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
| 99.1 | Press Release dated August 24, 2023 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| PRA GROUP, INC. | ||||||
| Date: August 24, 2023 | By: | /s/ Peter M. Graham | ||||
| Peter M. Graham | ||||||
| Executive Vice President and Chief Financial Officer | ||||||