Independent
Tenure on this board
11.0 yrs
11 nominees · 3 ballot items.
Election of eleven directors for one-year terms; a non-binding advisory (say-on-pay) vote to approve named executive officer compensation; and ratification of Deloitte & Touche LLP as the company’s independent registered public accounting firm for fiscal 2026.
Elect eleven members of the Board of Directors to serve one-year terms expiring at the 2027 Annual Meeting.
A non-binding advisory vote to approve the compensation paid to the Company’s named executive officers as disclosed in the proxy statement.
This management proposal requests a non-binding, annual advisory endorsement (a 'say-on-pay') of the compensation disclosed for the Company's named executive officers in the proxy materials. Management is seeking shareholder approval to validate its 2025 compensation program and philosophy, which emphasizes pay-for-performance through a mix of base salary, short-term cash incentives tied to financial metrics and qualitative objectives, and long-term equity awards (approximately a 50/50 mix of RSUs and stock options). For 2025 the Company tied Senior Executive Bonus Plan metrics equally to Revenue, Adjusted EBITDA and Adjusted EPS and supplemented with discretionary qualitative objectives; strong 2025 financial results produced above-target payouts, and the Compensation Committee approved STI and LTI awards accordingly. The Compensation Discussion and Analysis explains use of peer-group benchmarking, annual and long-term incentive structures, clawback provisions, stock ownership guidelines and other governance features intended to align management and shareholder interests. The Board recommends a FOR vote on the basis that the program appropriately incentivizes performance, supports retention and aligns executives’ interests with long-term shareholder value. The vote is advisory and non-binding, but the Board and Compensation Committee will consider the outcome when making future compensation decisions. The context includes company-specific details such as the quarterly option grants to temper volatility, the mix of equity vehicles, and the Compensation Committee’s engagement with an independent compensation consultant and peer group benchmarking. Given these program features and the Company’s disclosure of its pay practices and results, the proposal asks shareholders to endorse the overall executive compensation approach as presented in the proxy statement.
Ratify the Audit Committee’s appointment of Deloitte & Touche LLP as Enova’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 10.2% | 2,544,988 | $346M |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 4.3% | 1,065,137 | $145M |
| 3 | DIMENSIONAL FUND ADVISORS LP | 3.9% | 981,637 | $133M |
| 4 | STATE STREET CORP | 3.9% | 965,003 | $131M |
| 5 | BlackRock, Inc. | 3.6% | 899,894 | $122M |
| 6 | VANGUARD PORTFOLIO MANAGEMENT LLC | 3.5% | 866,450 | $118M |
| 7 | RENAISSANCE TECHNOLOGIES LLC | 3.0% | 750,094 | $102M |
| 8 | Invesco Ltd. | 2.4% | 607,070 | $82M |
| 9 | FMR LLC | 2.4% | 599,896 | $81M |
| 10 | GEODE CAPITAL MANAGEMENT, LLC | 2.3% | 583,287 | $79M |
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