CONN’S, INC.

NOTICE OF 20212024 ANNUAL MEETING OF STOCKHOLDERS

To Be Held May 25, 202130, 2024

Location Information

2445 Technology Forest Blvd.

Building 4, Suite 800

The Woodlands, Texas 77381

To the Stockholders of Conn’s, Inc.:

NOTICE IS HEREBY GIVEN that the 20212024 annual meeting of stockholders of Conn’s, Inc. will be held on Tuesday,Thursday, May 25, 2021,30, 2024, at 2445 Technology Forest Blvd., Building 4, Suite 800, The Woodlands, Texas 77381, commencing at 12:00 P.M., Central Daylight Time, for the following purposes:

Only stockholders of record at the close of business on April 1, 20212024 are entitled to notice of, and to vote at, the 20212024 annual meeting of stockholders, or any postponement or adjournment thereof. A list of such stockholders, arranged in alphabetical order and showing the address of and the number of shares registered in the name of each such stockholder, will be available for examination by any stockholder for any purpose relating to the meeting during ordinary business hours for a period of at least ten days prior to the meeting at our principal executive offices located at 2445 Technology Forest Blvd., Building 4, Suite 800, The Woodlands, Texas 77381. If you plan on attending in person, you will need to provide proof of stock ownership, such as an account or brokerage statement reflecting stock ownership as of the record date, and a form of valid government-issued picture identification, such as a driver’s license or passport.

We are pleased to take advantage of the U.S. Securities and Exchange Commission (“SEC”) rule that allows companies to furnish proxy materials to their stockholders over the Internet. As a result, on or about April 13, 2021,18, 2024, we are mailing to our stockholders, other than those who previously requested electronic or paper delivery of proxy materials, a Notice of Internet Availability of Proxy Materials (the “Notice”) for the fiscal year ended January 31, 2021.2024. The Notice contains instructions on how to access those documents over the Internet. The Notice also contains instructions on how to request a paper copy of our proxy materials, including this proxy statement, our Annual Report on Form 10-K for the fiscal year ended January 31, 2021,2024, and a form of proxy card or voting instruction card.It is very important that your shares are represented and voted at the meeting. As explained in further detail in the Notice, your shares may be voted via a toll-free telephone number, on the Internet, or by signing, dating and returning the enclosed proxy card in the envelope provided. Your proxy card will not be used if you are present at the meeting and prefer to vote in person, or if you revoke your proxy.

April 13, 202118, 2024

The Woodlands, Texas

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS

FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 25, 202130, 2024

The Company’s Proxy Statement for the 20212024 Annual Meeting of Stockholders and the Annual Report on Form 10-K for the fiscal year ended January 31, 20212024 are available free of charge on our website at www.conns.com, at www.proxyvote.com, and at the SEC’s website at www.sec.gov.

PROXY STATEMENT

20212024 ANNUAL MEETING OF STOCKHOLDERS

Table of Contents

GENERAL INFORMATION REGARDING THE 20212024 ANNUAL MEETING OF STOCKHOLDERS

Our fiscal year ends on January 31. References to a fiscal year throughout this proxy statement refer to the calendar year in which the fiscal year ends.

What constitutes a quorum? What is the Record Date? How many shares are outstanding?

The holders of a majority of the outstanding shares of our common stock (the “Common Stock”) entitled to vote at the 20212024 annual meeting of stockholders (the “20212024 annual meeting” or the “meeting”), represented in person or by proxy, will constitute a quorum at the meeting. However, if a quorum is not present or represented at the meeting, the stockholders entitled to vote at the meeting, present in person or represented by proxy, have the power to adjourn the meeting, without notice, other than by announcement at the meeting, until a quorum is present or represented. At any such adjourned meeting at which a quorum is present or represented, any business may be transacted that might have been transacted at the original meeting.

On April 1, 2021,2024, the “Record Date,” there were 29,357,72824,885,975 shares of our Common Stock issued and outstanding and entitled to vote, meaning that 14,678,86512,442,988 shares of our Common Stock must be present in person or by proxy to have a quorum.

What matters will be voted on at the 20212024 annual meeting?

The following matters will be voted on at the 20212024 annual meeting:

and

How does the Board of Directors recommend that I vote?

The Board of Directors recommends that you vote:

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What is the effect of a broker non-vote?

Brokers or other nominees who hold shares of our Common Stock for a beneficial owner only have the discretion to vote on routine proposals when they have not received voting directions from the beneficial owner at least ten days prior to the 20212024 annual meeting. Rule 452 of the New York Stock Exchange, which governs all brokers (including those holding NASDAQ-listed securities), provides that a broker or other nominee holding shares for a beneficial owner may generally vote on routine matters, but not non-routine matters, without receiving voting instructions. Other than with respect to the proposal to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm (Proposal Two), which is considered routine, all of the other proposals are considered non-routine matters. Please provide instructions to your broker or nominee on how to vote your shares. If you do not provide such voting instructions to your broker, they will not be able to vote for Proposals One, or Three for you and a “broker non-vote” will result. Shares that constitute broker non-votes will be counted as present at the meeting for the purpose of determining a quorum, but will only be considered entitled to vote on the proposal to ratify the appointment by the audit committee of our Board of Directors (the “Audit Committee”) of our independent registered public accounting firm and any other routine matters that may properly come before the meeting. To minimize the number of broker non-votes and to ensure that your voice is heard in the election of directors and the other matters to be voted on at the 20212024 annual meeting, we encourage you to provide voting instructions to the broker or other organization that holds your shares by carefully following the instructions in the Notice.

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FOR the approval, on a non-binding advisory basis, of the compensation of our named executive officers, as disclosed in this proxy statement.

Who will count the votes?

Broadridge Financial Solutions, Inc. has been engaged as our independent agent to receive and tabulate our stockholder votes and will act as our independent inspector of election who will certify the election results and perform any other acts required by the Delaware General Corporation Law.

How are stockholder proposals included in the proposals submitted to stockholders for voting? How is any other business voted on by stockholders?

Stockholders have the right to present proposals for inclusion in our proxy statement for consideration at our 20222025 annual meeting of stockholders. To be considered at our next annual meeting, you must submit your proposals, in addition to meeting other legal requirements, within the appropriate time periods, as set forth below. If you want to make a proposal for consideration at our 20222025 annual meeting and have it included in the Company’s proxy materials relating to our 20222025 annual meeting, we must receive your proposal at our principal executive office by no later than December 14, 2021,19, 2024, and such proposal must otherwise comply with Rule 14a-8 (“Rule 14a-8”) of the Securities Exchange Act of 1934 (the “Exchange Act”) and other applicable SEC rules. If you want to make a proposal or nominate a director for consideration at our 20222025 annual meeting without having the proposal included in the Company’s proxy materials, you must comply with the then-current advanced notice provisions and other requirements set forth in our Third Amended and Restated Bylaws (“Bylaws”). Under our current Bylaws, our Corporate Secretary must receive such proposals for possible consideration at our 20222025 annual meeting at our principal executive offices no earlier than January 25, 202230, 2025 and no later than February 24, 2022.March 1, 2025. However, if the date of the 20222025 annual meeting changes by more than 30 days from the first anniversary date of this year’s meeting, we will then provide notice of the new date of the 20222025 annual meeting in our earliest possible quarterly report on Form 10-Q. If we do not receive your proposal or nomination by the appropriate deadline, then it may not be brought before the 2021 annual meeting even if it meets the other proposal or nomination requirements. In addition to satisfying the requirements under our Bylaws, to comply with the universal proxy rules under the Exchange Act, stockholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the 1934 Act, no later than March 31, 2025.

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Our proxy materials are also available free of charge on our website at www.conns.com, at www.proxyvote.com, and at the SEC’s website at www.sec.gov.

How can I find the result of the voting at the 20212024 annual meeting?

Preliminary voting results will be announced at the 20212024 annual meeting. Final results will be published in a current report on Form 8-K or in our Form 10-Q for the quarter ending April 30, 2021,2024, which will be posted on our website at www.conns.com, under “Investor Relations.”

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PROPOSAL ONE:

ELECTION OF DIRECTORS

Number of Directors to be Elected

Our Board currently consists of ten director positions and we currently have eightnine members on our Board. We intend for the twoany vacancies to remain until our Board of Directors desires to fill such vacancies or reduce the size of the Board. At this time the Board of Directors believes that eightthe nominated slate of nine directors is thean appropriate number of directors and does not intend to fill the two director vacancies.vacancies until qualified candidates are identified and accept appointments. The eightnine directors to be elected at the 20212024 annual meeting will hold office until the 20222025 annual meeting of stockholders, or until their respective successors have been elected and qualified or earlier upon their death, resignation or removal. You may not vote for a greater number of directors than those nominated.

Criteria for Nomination to the Board of Directors. Those persons nominated to our Board of Directors are selected by the nominating and corporate governance committee of our Board (the “Nominating and Corporate Governance Committee”) in accordance with the committee’s charter, our certificate of incorporation (“Certificate of Incorporation”) and Bylaws, our Corporate Governance Guidelines, and the criteria determined by the Board for our director candidates. In considering the nomination of the directors identified below to serve until the 20222025 annual meeting, the Nominating and Corporate Governance Committee sought and considered individuals with strong personal reputations and experience in business and other areas that are relevant and important to the financing, strategy and operations of the Company, as well as financial expertise to qualify as a “financial expert” for our Audit Committee. Each nominee for election as a director at the 20212024 annual meeting holds or has held senior executive positions in organizations providing such background and expertise, and each has the necessary business and financial experience sought by the Company in those areas, including strategic and financial planning, public company financing and reporting, compliance, risk management and leadership. Each of the director nominees also has experience of serving on boards or in senior executive management of publicly held companies or governmental services requiring strong business and leadership acumen and implementation.

The Nominating and Corporate Governance Committee also considered and believes that each of the director nominees has valuable personal and business attributes that have been and will continue to be valuable to the Company in their advice and guidance to executive management of the Company. The Nominating and Corporate Governance Committee takes into account in its consideration diversity in range of backgrounds, perspectives and experience of the individuals it recommends for nomination to our Board of Directors. Information on the specific experience of each nominee can be found under the caption “Board of Directors – Board of Director Nominees for 20212024 – 2022.2025.”

Board Nominees

Our Board of Directors met in March 20212024 and considered the candidates for nomination for election to the Board at the 20212024 annual meeting. The Nominating and Corporate Governance Committee, consisting of three independent members of the current Board of Directors, recommended that the full Board nominate the following individuals for re-election to the Board of Directors at the 20212024 annual meeting.

In making these recommendations, the Nominating and Corporate Governance Committee considered the experience, qualifications, attributes and skills of each of the nominees as described above and the requirements and qualifications discussed under “Board of Directors - Nomination Policies and Procedures.” Based on this recommendation, our Board of Directors has nominated the following individuals to be elected by the stockholders at the 20212024 annual meeting.

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Each director nominee currently serves as a member of the Board, each, except for Ms. Gugino, having been elected at our 20202023 annual meeting and having served on the Board of Directors throughout fiscal year 2021.2024.

Those nominees identified in the table above as “independent director” have been determined by our Board to be independent under NASDAQ rules. All nominees have consented to serve as directors. The Board has no reason to believe that any of the nominees will be unable or unwilling to act as a director. In the event any nominated director is unable to stand for election, the Board of Directors may either reduce the size of the Board or designate a substitute.

For biographical information and the experience, qualifications, attributes and skills of each director nominee that the Nominating and Corporate Governance Committee and our Board of Directors considered to determine that such nominee should serve as one of our directors, please refer to the section captioned “Board of Directors – Board of Director Nominees for 20212024 – 2022,2025,” below.

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The Board of Directors Unanimously Recommends That You Vote “FOR” the Election of Each of the EightNine Board Nominees.

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PROPOSAL TWO:

RATIFICATION OF THE SELECTION OF INDEPENDENT

REGISTERED PUBLIC ACCOUNTING FIRM

Ernst & Young LLP served as our independent registered public accounting firm for fiscal year 2021.2024. The Audit Committee has appointed Ernst & Young LLP as our independent registered public accounting firm for fiscal year 2022.2025. Our Board of Directors has further directed that we submit the selection of our independent registered public accounting firm for ratification by the stockholders at the 20212024 annual meeting. Stockholder ratification of the selection of Ernst & Young LLP as our independent registered public accounting firm is not required by our Bylaws or otherwise. However, the Board is submitting the selection of Ernst & Young LLP to the stockholders for ratification, on an advisory, non-binding basis, as a matter of good corporate practice. The Audit Committee believes it to be in the best interests of our stockholders to retain Ernst & Young LLP as our independent registered public accounting firm for fiscal year 2022.2025. If the stockholders fail to ratify the selection, the Audit Committee will reconsider whether or not to retain Ernst & Young LLP. Even if the selection is ratified, the Audit Committee, in its discretion, may direct the appointment of a different independent public accounting firm at any time during the year if it determines that such a change would be in our best interests and those of our stockholders. The Audit Committee annually reviews the performance of our independent public accountants and the fees charged for their services. The Audit Committee anticipates, from time to time, obtaining competitive proposals from other independent public accounting firms for our annual audit. Based upon the Audit Committee’s analysis of this information, we will determine which independent public accounting firm to engage to perform our annual audit each year. Representatives of Ernst & Young LLP will attend the 20212024 annual meeting and will be available to respond to appropriate questions that may be asked by stockholders. These representatives will also have an opportunity to make a statement at the meeting if they desire to do so.

The Board of Directors and the Audit Committee Recommend That You Vote “FOR” the Ratification of Ernst & Young LLP as Our Independent Registered Public Accounting Firm.

Principal Accounting Firm Fees and Services

Fees for professional services rendered by Ernst & Young LLP to the Company during the fiscal years ended January 31, 20212024 and 20202023 in each of the following categories, including related expenses, are:

Audit fees: Consists of fees for professional services rendered for the annual audit of the Company’s consolidated financial statements, including the audit of internal control over financial reporting, reviews of the interim financial statements included in the Company’s Quarterly Reports on Form 10-Q and work performed to support the Company’s debt and equity issuances, including SEC registration statements and filings and the issuance of consents.

Audit-related fees: Fees for fiscal years 20212024 and 2020fiscal 2023 consist of work performed to support the Company’s securitization transactions.

Tax fees: Consists of fees billed for professional services related to tax compliance, tax advice, and other tax planning services and advice. There were none of these services performed in fiscal 2024 or fiscal 2023.

All Other Fees: Consists of fees billed for all other services and are unrelated to specific audit or audit-related services described above. There were none of these services performed in fiscal years 20212024 or 2020.fiscal 2023.

Our Audit Committee charter requires pre-approval of all services to be rendered by our independent auditors. All of the audit, audit-related fees, tax fees, and all other fees were approved by our Audit Committee for the fiscal years ended January 31, 20212024 and 2020.2023. The Audit Committee determined that no services rendered by our outside auditors during fiscal year 20212024 were prohibited under the Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley”Sarbanes-Oxley”). In addition, the Audit Committee has considered whether Ernst & Young LLP’s

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provision of services, other than services rendered in connection with the audit of our annual financial statements and reviews of our financial statements included in our Quarterly Reports on Form 10-Q during fiscal year 2021,2024, is compatible with maintaining Ernst & Young LLP’s independence and has determined that such services rendered met the requirements of independence under applicable SEC rules.

AUDIT COMMITTEE REPORT

The Committee

Our Board of Directors established the Audit Committee to be responsible for the appointment, compensation, retention and oversight of the work of our independent auditors and to oversee our (i) financial reporting process; (ii) internal audits, internal control policies and procedures; (iii) implementation and compliance with Sarbanes-Oxley Section 404 requirements and authorities; and (iv) financial, tax, and risk management policies. The Audit Committee is composed of three independent, non-employee directors and operates under a written charter, a copy of which is published on our website at www.conns.com under “Investor Relations – Corporate Governance.” The Audit Committee has prepared the following report on its activities with respect to our financial statements for fiscal year 2021.2024.

Review and Discussion

Management is responsible for our financial reporting process (including our system of internal controls) and for the preparation of Conn’s, Inc.’s consolidated financial statements in accordance with generally accepted accounting principles. Ernst & Young LLP, our independent registered public accounting firm, is responsible for auditing those financial statements and for attesting to the effectiveness of our internal control over financial reporting. It is the Audit Committee’s responsibility to monitor and review these processes. The members of the Audit Committee are not employees of the Company and do not represent themselves to be, or to serve as, accountants or auditors by profession or experts in the field of accounting or auditing.

In connection with the preparation of our audited financial statements for fiscal year 2021,2024, the Audit Committee:

The Audit Committee meets separately with our independent auditors to discuss the results of their examinations, their evaluations of our internal controls and the overall quality of our financial reporting.

Recommendation

Based on the review and discussion referred to above, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in our Annual Report on Form 10-K for fiscal year 2021,2024, for filing with the SEC.

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PROPOSAL THREE:

ADVISORY VOTE FOR APPROVAL OF THE COMPENSATION

OF OUR NAMED EXECUTIVE OFFICERS

In accordance with Section 14A of the Exchange Act, we are asking our stockholders to vote on an advisory, non-binding basis to approve the compensation of our named executive officers for fiscal year 2021.2024. At our annual meeting held on May 31, 2017,24, 2023, our stockholders again recommended that we hold the advisory vote for approval of the compensation of our named executive officers annually. Our Board of Directors has agreed with this advisory vote and has determined to hold this vote annually. At our 2018, 20192021, 2022 and 20202023 annual meetings, 83.8%95.3%, 60.5%,92.7% and 81.7%83.3% of the votes cast, respectively, were in favor of the advisory resolution on our executive compensation.

As described in the “Compensation Discussion and Analysis” section of this proxy statement, our compensation program for our named executive officers is designed to (i) motivate and reward performance that increases our stockholder value, including achievement of individual measured goals and objectives, (ii) attract and retain executive talent by offering competitive compensation opportunities, and (iii) build and encourage ownership of shares of our Common Stock. Toward these goals, our executive compensation program has been designed and administered to reward our named executive officers based on our financial and operating performance, their individual performance, and to align their interests with those of our stockholders. In addition, our executive compensation program is designed to encourage the long-term commitment of our named executive officers to the Company. We believe that our executive compensation program, which primarily consists of a base salary, an annual performance-based cash bonus opportunity, and time and performance-based equity awards, promotes these objectives. Please read the section captioned “Compensation Discussion and Analysis” for a discussion of these objectives, the determination of and the elements of compensation and awards for our executive officers, as well as the elements paid and awarded during our fiscal year 2021.2024.

In applying these objectives, the compensation committee of our Board of Directors (“Compensation Committee”) relied upon:

For the reasons discussed above, the Board of Directors unanimously recommends that stockholders vote in favor of the following resolution:

“RESOLVED, that the compensation paid to the Company’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion contained in the 20212024 Proxy Statement, is hereby APPROVED on a non-binding, advisory basis.”

While the resolution is non-binding, the Board of Directors values the opinions that stockholders express in their votes and in any additional dialogue. The Board of Directors will consider the outcome of the vote and those opinions when making future compensation decisions. To the extent there is any significant vote against the named executive officers’ compensation, the Compensation Committee will consider our stockholders’ advisory vote, and evaluate whether, and to what extent, any actions are necessary to address our named executive officers’ compensation program.

The Board of Directors Unanimously Recommends That You Vote “FOR” the Approval, on a Non-Binding Advisory Basis, of the Compensation of Our Named Executive Officers.

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BOARD OF DIRECTORS

Board of Director Nominees for 20212024 - 20222025

Norman L. Miller was appointed as our Chief Executive Officer and President, effective December 18, 2023, having served as our Interim President and Chief Executive Officer beginning on October 18, 2022 and extending until his recent appointment. Mr. Miller previously served as our President and Chief Executive Officer andfrom September 7, 2015 through August 8, 2021. Mr. Miller was appointed to our Board of Directors effectiveon September 7, 2015. Mr. Miller2015 and was previously appointed as our Chairman of the Board in May 2016.2016, a role he fulfilled through August 8, 2021, and was Executive Chairman from August 8, 2021 through April 1, 2022. In March 2018, Mr. Miller was nominatedappointed to serve as chair of the Compliance Committee.Committee, and he continues to serve in that role.

Prior to joining the Company, Mr. Miller most recently served as the Senior Vice President and President, Automotive at Sears Holdings, which, during his service, operated over 700 Sears Auto Center locations. Previously, he served as President and Chief Operating Officer of DFC Global Corp (formerly Dollar Financial Corp) from 2007 to 2014. Prior to his employment at DFC Global Corp, Mr. Miller served as Group President, Sports and Entertainment unit at ARAMARK, where he worked for a decade. He was named to the role after serving as the President of ARAMARK’s Correctional Services unit from 2002 to 2003. Mr. Miller’s career also includes nine years with Nestle, Kraft General Foods and PepsiCo, serving in management positions in sales, marketing and operations. Mr. Miller received a Bachelor of Science degree from the United States Military Academy at West Point.

Mr. Miller has extensive financial knowledge and provides valuable guidance to our Board of Directors in overseeing various aspects of our operations. In addition, his prior experience as an executive of Sears Holdings and DFC Global Corp provides valuable experience from both the retail and credit operations perspective. His previous service to our Company as our Chairman,former Chief Executive Officer and President provides Mr. Miller with additional and particular knowledge of our Company that he brings to our Board of Directors.

Bob L. Martin has served as a director since September 2003 and was appointed as our Lead Independent Director in August 2012. Mr. Bob Martin was elected as an Operating Partner of The Stephens Group LLC, a family-owned investment company in March 2012, and currently holds such position. In July 2022, Mr. Bob Martin, isas required by our Corporate Governance Guidelines, submitted his conditional resignation to the Board due to his new position as the Interim Chief Executive Officer of The Gap, Inc., effective July 11, 2022. The Nominating and Corporate Governance Committee considered the conditional resignation, and the Board accepted the Nominating and Corporate Governance Committee’s recommendation to decline Mr. Bob Martin’s conditional resignation. Mr. Bob Martin also serves as the Chief Executive Officer (part-time) of Mcon Management Services, Ltd., a consulting company, having served since 2002. He was previously a consultant to that entity.Mcon Management Services, Ltd. Mr. Bob Martin has over 35 years of retailing and merchandising experience. Prior to retiring from the retail industry in 1999, he headed the international operations of Wal-Mart International, Inc. for 15 years. From 1968 to 1983, Mr. Bob Martin was responsible for technology services for Dillard’s, Inc. Mr. Bob Martin has also served as a director of Dillard’s, Inc., Sabre Holdings Corporation, Furniture Brands International and Guitar Center, Incorporated. Mr. Bob Martin currently serves as Executive Chairman on the board of directors of The Gap, Inc. He has experience as chairman of a corporate governance and compensation committee, and has been a member of an audit committee, in each case, of publicly held companies. Mr. Bob Martin attended South Texas University and holds an Honorary Doctorate degree from Southwest Baptist University.

Mr. Bob Martin was selected to serve on our Board of Directors due to his extensive experience in information technology and the retail industry, as well as his service and experience on a host of other public company boards. While Mr. Bob Martin is age 72, and pursuant to the Company’s Corporate Governance Guidelines in effect through March 2021 would not normally stand for re-election at such age, the Board discussed the qualifications and importance of Mr. Bob Martin to the Company and resolved to nominate him for further service and further resolved to increase the retirement age as set forth in the Corporate Governance Guidelines to age 75. Mr. Bob Martin’s experiences contribute to our Board of Directors’ understanding of innovations and issues affecting information technologies and retail strategies in our industry and marketplace. Mr. Bob Martin is the chair of the Nominating and Corporate Governance Committee and a member of the Compensation Committee.

Sue Gove was appointed as a director in March 2020 and was also appointed to the Company’s Audit Committee and Credit Risk Committee. In March 2021, Ms. Gove was also appointed to the Nominating and Corporate Governance Committee. Ms. Gove is President of Excelsior Advisors, LLC, a retail consulting and advisory firm, and served as a Senior Advisor to Alvarez & Marsal, a corporate consulting firm from March 2017 to March 2019. Prior to founding Excelsior Advisors in August 2014, she was the President and Chief Executive Officer of Golfsmith International Holdings, Inc., an American golf specialty retailer, from October 2012 to April 2014 and President, from February 2012 to April 2014. Ms. Gove also served Golfsmith as Chief Operating Officer from September 2008 to October 2012, as Chief Financial Officer from March 2009 to July 2012, and as Executive Vice President from September 2008 to February 2012. From 1980 to 2008, Ms. Gove held senior level positions with national retailers and consulting firms in the retail sector. Ms. Gove currently serves on the boards of Bed Bath & Beyond Inc., an omni-channel retailer of goods and services that help make a house a home since 2019, and IAA, Inc., a leading North American salvage auto auction since July 2019. Ms. Gove obtained her Bachelor of Business Administration in Accounting from the University of Texas, Austin.

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Inc., which owns a substantial amount of the Company’s Common Stock, also helps the Board of Directors to have more direct insight into how its decisions impact our stockholders. Mr. Doug Martin was a member of each of the Credit Risk Committee and Compliance Committee in fiscal year 20212024 and will remain a member of each of the Credit Risk Committee and the Compliance Committee in fiscal year 2022.2025.

There is no relation between Mr. Bob Martin and Mr. Doug Martin.

William E. Saunders, Jr. was appointed as a director in August 2014 and has served on the Company’s Audit Committee since his appointment. He also chaired the Company’s Credit Risk and Compliance Committee from the committee’s formation in December 2014 until it became two separate committees, the Credit Risk Committee and the Compliance Committee in March 2018, when Mr. Saunders was then nominated to serve as chair of the Credit Risk Committee and as a member of the Compliance Committee, both roles he continuesCommittee. In March 2023, Mr. Saunders was nominated to serve in today.on the Nominating and Corporate Governance Committee but no longer serves on the Compliance Committee. In June 2023, Mr. Saunders, hasas required by our Corporate Governance Guidelines, submitted his conditional resignation to the Board due to his departure from BasePoint Capital, LLC and new position as President and Chief Financial Officers of Landing. The Nominating and Corporate Governance Committee considered the conditional resignation, and the Board accepted the Nominating and Corporate Governance Committee’s recommendation to decline Mr. Saunders’ conditional resignation. Mr. Saunders served as a consultant for BasePoint Capital, LLC from February 15, 2023 through June 2023. Mr. Saunders also previously served as the Chief Executive Officer of Community Choice Financial Inc., a leading retailer of alternative consumer financial services products, sincefrom June 2008 to January 2023, and Chairman of its Board of Directors sincefrom May 2014 after joining the company as its Chief Financial Officer in March 2006.to January 2023. Prior to joining Community Choice Financial (previously CheckSmart Financial Holdings), Mr. Saunders was a Vice President for Stephens Inc., an investment bank, from 2004 to 2006 and, prior to that was an associate at Houlihan Lokey, an investment bank, SunTrust Equitable Securities, an investment bank, and Arthur Andersen, an accounting firm. Mr. Saunders holds a Bachelor of Science in Business with Special Attainment in Accounting and Commerce from Washington & Lee University and is a certified public accountant in the State of Georgia.

Mr. Saunders brings extensive investment banking, finance, management, credit and regulatory experience to our Board.

William (David) Schofman was appointed as a director in March 2012. Mr. Schofman is an active executive, investor and board member for several companies including: PureWRX, Inc., a value-added distributor and reseller of information technology hardware;hardware and Coro Health, LLC, a new media healthcare company and CPO Commerce, Inc., the largest online tool retailer.company. In addition, Mr. Schofman participates in several other business ventures through his private equity and management services business, AnderSchof Investments, LLP. Mr. Schofman previously served as the Chief Executive Officer of Callaway Golf Interactive from June 2004 to September 2007, and as the Executive Vice President Global Ecommerce of Callaway Golf from 2004 to 2007. Mr. Schofman was the co-founder and CEO of FrogTrader from 2000 until 2004, before the Company was sold to Callaway Golf. Prior to that, Mr. Schofman was the co-founder and CEO of International Golf Outlet from 1995 until 1999, which was sold to CBS Sportsline. Mr. Schofman graduated from the University of Texas at Austin in 1994.

Mr. Schofman has varied and valuable experience in marketing, electronic media, E-commerce, retail operations, branding and merchandising strategies. Having built and operated several business ventures, Mr. Schofman brings invaluable background to our Board of Directors. He also brings to our Board of Directors a high level of executive experience due to his serving as chief executive officer of businesses, as well as his serving as a director of and advisor to other companies. Mr. Schofman currently serves onas the chair of our Compensation Committee.

Oded Shein was appointed as a director in March 2016 and was appointed to the Company’s Audit Committee and Credit Risk and Compliance Committee concurrent with his joining the Board. Mr. Shein was nominated to serve as chair of the Audit Committee for fiscal year 2020 and will continue to serve in that role. In March 2018, the Credit Risk and Compliance Committee became two separate committees, the Credit Risk Committee and the Compliance Committee. Mr. Shein was then nominated to serve on both the Credit Risk Committee and the Compliance Committee, roles he no longer serves. In March 2020, Mr. Shein was appointed to serve on the Nominating and Corporate Governance Committee and served in such role through March 2021. Mr. Shein continues to serve as chair of the Audit Committee. In March 2023, Mr. Shein haswas nominated to serve on the Compliance Committee. Mr. Shein served as the Chief Financial Officer of Shift Technologies, Inc. sincefrom March 2021. Mr. Shein served as Chief Financial Officer of The Fresh Market, Inc. from August 2018 to September 2020.2021 through November 2023. On September 8, 2020,

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James H. Haworth was appointed as a director in March 2016 and was appointed to the Company’s Compensation Committee and Nominating and Corporate Governance Committee concurrent with his joining the Board. In January, 2024, Mr. Haworth, as required by our Corporate Governance Guidelines, submitted his conditional resignation to the Board due to his departure from NOWDiagnostics and his new position as Chief Executive Officer of Big Rock Sports, LLC, and the Board considered and rejected his conditional resignation. Mr. Haworth also previously served as the Executive Chairman of NOWDiagnostics located in Springfield, Arkansas from January 27, 2022 through January 3, 2024. In August 2016, Mr. Haworth joined Outdoor Cap, a privately held company in Bentonville, Arkansas, as President and Chief Executive Officer. Prior to Outdoor Cap, Mr. Haworth served as Chairman and Chief Executive Officer of Professional Bull Riders Inc. from 2011 to 2016. From 2010 through 2011 he served as Executive Vice President and President, Retail Services for Sears Holding Corporation. Prior to that, he served as Chairman, President and Chief Executive Office for Chia Tai Enterprises International Limited & CP Lotus, an investment holding company principally engaged in the operation of shopping centers in China, from 2006 to December 2009. Mr. Haworth is also the founder and President of Business Decisions Inc., a consulting firm specializing in strategic product marketing for the retail, merchandising and supply chain industries. Previous to Business Decisions Inc., Mr. Haworth spent 20 years with Wal-Mart Stores, Inc., in roles of increasing responsibility including Executive Vice President of Operations for Sam’s Club and Executive Vice President and Chief Operating Officer, Wal-Mart Stores, Inc. Mr. Haworth received a Bachelor of Science in Business Administration from Central Missouri State University.

Mr. Haworth brings extensive leadership experience in retail and strategic planning through his positions with other public companies to our Board.

Karen M. Hartje was appointed as a director in March 2023. Ms. Hartje has served as Chief Financial Officer of Sezzle, Inc., a purpose driven payments company operating a digital payments platform, since April 2018. From April 2016 until joining Sezzle, Ms. Hartje operated her own financial consulting business, Grand Group LLC. Prior to her own financial consulting business, Ms. Hartje occupied finance and credit management roles at Bluestem Brands, a retail finance company that was a reboot of Fingerhut Direct Marketing and generated well over $1 billion in retail sales. Ms. Hartje was on the founding team of Bluestem Brands, where she led the finance department reporting to the President of Bluestem Brands. During her tenure, Ms. Hartje led financial planning and analysis, management of credit policies, and forecasting. Bluestem Brands was acquired in 2014. Before Bluestem Brands, Ms. Hartje started her career with KPMG and has held senior leadership positions at US Bank and Lenders Trust. Ms. Hartje has served on the not-for-profit board of Saint Paul Figure Skating Club, Inc. since 2015, and was previously a member of the board of Upworks from 2016 to 2018. Ms. Hartje was appointed to our board following her recommendation by a third-party search firm. Ms. Hartje was appointed to our Board following her recommendation by a third-party search firm. Ms. Hartje has a Bachelor of Arts in Accounting from the University of Minnesota and was a certified public accountant.

In March 2023, Ms. Hartje was nominated to serve on the Audit Committee and the Credit Risk Committee. Ms. Hartje brings extensive leadership experience in financial and operational matters, and payment systems, in the consumer credit industry, to the Board.

Ann Gugino was appointed as a director in June 2023. On December 7, 2023, Ms. Gugino, as required by our Corporate Governance Guidelines, submitted her conditional resignation to the Board due to her new position as Chief Financial Officer of Lime and the Board considered and rejected her conditional resignation. Ms. Gugino previously served as Chief Financial Officer of Papa John’s International, Inc., which operates and franchises pizza delivery and carryout restaurants and, in certain international markets, dine-in and delivery restaurants, from October 2020 through March 2023. Ms. Gugino joined Papa John’s from Target Corporation where she served as Senior Vice President, Financial Planning and Analysis, from 2018 through October 2020, providing overall strategy, guidance, and direction in the development and execution of Target’s planning, analysis and capital investment portfolios. Prior to Target, Ms. Gugino spent 18 years at Patterson Companies Inc., including four years as Executive Vice President and Chief Financial Officer. Ms. Gugino has a Master’s Degree in Business Administration from Northwestern University – Kellogg School of Management and a Bachelor of Arts in Accounting from the University of Wisconsin and was a certified public accountant.

In August 2023, Ms. Gugino was nominated to serve on the Audit Committee and the Compensation Committee. Ms. Gugino brings extensive leadership experience in accounting, financial and operational matters to the Board.

If elected by our stockholders, each nominee will serve for a one-year term expiring at our 20222025 annual meeting of stockholders. Each director will hold office until his or her successor has been elected and qualified or until the director’s earlier resignation or removal.

Nomination Policies and Procedures

The goal of our Board has been, and continues to be, to identify nominees for service on the Board of Directors who will bring diverse and varied perspectives and skills from their professional and business experience, including financial and accounting experience, as appropriate. In carrying out its function to nominate candidates for election to our Board, the Nominating and Corporate

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Governance Committee considers the mix of skills, experience, character, commitment, and diversity – diversity being broadly construed to mean a variety of opinions, perspectives, experiences and backgrounds, such as gender, race and ethnicity differences, as well as other differentiating characteristics – all in the context of the requirements of our Board at the time of such consideration. The Nominating and Corporate Governance Committee assesses the effectiveness of its charter annually in connection with the nomination of directors for election at the annual meeting of stockholders. In addition, our Corporate Governance Guidelines, which are available on our website at www.conns.com under “Investor Relations – Corporate Governance,” contain provisions regarding the identification and selection of our director nominees.

The Nominating and Corporate Governance Committee assists the Board in fulfilling its responsibilities by (1) identifying individuals believed to be qualified to become members of the Board, consistent with Board approved criteria, (2) recommending candidates to the Board for election or reelection as directors, including director candidates submitted by our stockholders, and (3) overseeing, reviewing and making periodic recommendations to the Board concerning our corporate governance policies. The Nominating and Corporate Governance Committee does not have a specific written policy or process regarding the nominations of directors, nor does it maintain minimum standards for director nominees other than as set forth in its charter and the Company’s Corporate Governance Guidelines.

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The Nominating and Corporate Governance Committee is committed to gender and ethnic diversity and inclusion on the Board. In keeping with this commitment to diversity and inclusion, the Nominating and Corporate Governance Committee and the Board added two female directors in 2023 and have been engaged in a robust search to actively seek out diverse candidates that will enhance the Board’s knowledge, skills and experience. The last four appointments to the Board have been female candidates, including one appointment from an underrepresented minority group.

The Nominating and Corporate Governance Committee will consider candidates for nomination proposed by stockholders so long as they are made in accordance with the provisions of Section 2.15 of our Bylaws. Section 2.15 of our Bylaws requires that a

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Policy Regarding Director Attendance at the Annual Meeting of Stockholders

It is our policy that each member of the Board of Directors is encouraged to attend our annual meeting of stockholders. All of our directors serving at the time of last year’s annual meeting attended our May 28, 202024, 2023 annual meeting of stockholders.

Committees of the Board

Audit Committee

The Audit Committee is responsible for the appointment, compensation, retention and oversight of the work of our independent auditors. It also approves audit reports and plans, accounting policies, audit fees and certain other expenses. In connection with the rules adopted by the SEC and NASDAQ, we adopted a written charter for the Audit Committee, which is posted on our website at www.conns.com under “Investor Relations – Corporate Governance.” The Audit Committee reviews and reassesses the adequacy of the written charter on an annual basis.

During fiscal year 2024, the members of the Audit Committee were Mr. Shein, Mr. Saunders, Ms. Hartje and Ms. Gugino. The current members of our Audit Committee are Mr. Shein, who was appointed as Chair of the Audit Committee in May 2018, Mr. Saunders, and Ms. Gove who was appointed onin August 2014. Ms. Hartje, who was appointed in March 24, 2020.2023, and Ms. Gugino, who was appointed in August 2023. The Audit Committee held sixfour meetings during fiscal year 2021.2024. The Board has determined that Mr. Shein, Ms. GoveHartje, Ms. Gugino and Mr. Saunders are “audit committee financial experts” as described in Item 407(d)(5) of Regulation S-K. In addition, each of the members of the Audit Committee is “independent” as defined by the NASDAQ listing standards and Sarbanes-Oxley, as determined by our Board of Directors.

Compensation Committee

The Compensation Committee establishes, reviews and approves the compensation program for the Chief Executive Officer and other executive officers based upon recommendations by its independent compensation consultant. Our Chief Executive Officer does not play a role, nor does he make any recommendations in respect of, the determination of his own compensation. The Compensation Committee also evaluates the compensation plans, policies and programs of the executive officers of the Company and makes recommendations to the Board of Directors concerning such plans, policies and programs. In addition, it advises the Board regarding compensation plans, policies and programs applicable to non-employee directors for their services as members of our Board, and administers our stock option, stock purchase and other equity plans. The Compensation Committee also evaluates the competitiveness of our compensation and the performance of our Chief Executive Officer and other executive officers. In connection with rules adopted by the SEC and NASDAQ, the Company adopted a written charter for the Compensation Committee, which was amended by our Board in March 2014 to provide that, before engaging a compensation adviser (other than in-house legal counsel), the Compensation Committee shall consider all factors that could affect the independence of such consultant, counsel or advisor as may be identified from time to time in the rules and regulations of the SEC and the listing standards of NASDAQ relevant to that adviser’s independence from management. A copy of the Compensation Committee charter, as amended, is posted on our website at www.conns.com under “Investor Relations – Corporate Governance.”

The current members of the Compensation Committee are Mr. Bob MartinSchofman (Chair), Mr. SchofmanBob Martin, Mr. Haworth, and Mr. Haworth.Ms. Gugino.

The Compensation Committee held four meetings during fiscal year 2021.2024. All members of the Compensation Committee were determined by the Board of Directors to be independent directors, as defined by NASDAQ listing standards. Additional information on the Compensation Committee’s processes and procedures for consideration of executive compensation are addressed in the section of this proxy statement captioned “Compensation Discussion and Analysis” below.

Compensation Committee Interlocks and Insider Participation

For fiscal year 2021,2024, the Compensation Committee consisted of Mr. Haworth, Mr. Bob Martin, and Mr. Schofman, and Ms. Gugino, each of whom our Board determined was independent in accordance with NASDAQ listing requirements. Ms. Gugino was appointed to the Committee in August 2023. No member of the Compensation Committee during fiscal year 20212024 is or was formerly an officer or employee of the Company or any of its subsidiaries or was a related person in a related person transaction with the Company required to be disclosed under applicable SEC rules.

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Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee assists the Board in identifying and recommending individuals for election or reelection as directors, including director candidates submitted by our stockholders, and advises the Board with respect to corporate governance policies and procedures. The Nominating and Corporate Governance Committee will periodically review and

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Compensation of Non-Employee Directors

The Compensation Committee periodically reviews director compensation for service on the Board and Board committees and recommends director compensation and any changes to such compensation to the Board for approval. The Board annually reviews and approves director compensation for Board and committee service based on the recommendations of the Compensation Committee. The Compensation Committee partners with Frederic W. Cook & Co. (“F.W. Cook”) to review the competitiveness of the compensation program for our non-employee directors on a regular basis. The following table summarizes the fiscal year 2021 2024 non-employee director compensation program:

In November 2017, the Compensation Committee approved, and the Board ratified, the stock ownership guidelines for non-employee directors to attain aggregate equity in Conn’s stock valued at four times the annual cash retainer before the five year anniversary of their appointment as non-employee directors. As of January 31, 2021,2024, Messrs. Bob Martin, Doug Martin, Haworth, Shein, Schofman and Saunders met these ownership requirements, while Ms. Gove continuesHartje and Ms. Gugino were within the 5-year achievement window and continued to make progress toward the ownership threshold as she is still within the five-year achievement period.threshold.

Directors who are also employees of the Company do not receive any compensation for service as a Board or Committee member. Non-employee directors are eligible to participate in the employee discount program on the same terms as Company employees. Pursuant to the employee discount program, non-employee directors can purchase Conn’s merchandise at product cost plus ten percent.

At our 20202023 annual meeting, our stockholders approved the adoption of the Company’s Amended 2020 Omnibus Equity Plan. The Amended 2020 Omnibus Equity Plan replacesamended the previously adopted 2011 Non-Employee Director Restricted Stock2020 Omnibus Equity Plan. The Amended 2020 Omnibus Equity Plan is administered by our Compensation Committee and provides for equity grants, including but not limited to restricted stock, restricted stock units and stock options to both employees and non-employee directors.

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Listed below are the aggregate outstanding stock awards (unvested) held by each non-employee director as of January 31, 2021:2024:

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COMPENSATION DISCUSSION AND ANALYSIS

Executive Summary

This Compensation Discussion and Analysis provides stockholders with an understanding of our compensation philosophy, objectives, policies and practices in place during fiscal year 2021,2024, as well as the factors considered by our Compensation Committee in making compensation decisions for fiscal year 2021.2024. This Compensation Discussion and Analysis focuses on the compensation of each person that served as our Chief Executive Officer and our Chief Financial Officer during fiscal year 2024, and our three other most highly compensated executive officers serving as of the end of fiscal year 20212024 other than our Chief Executive Officer and Chief Financial Officer (the “named executive officers”).

* Mr. Wright’s position was eliminated on February 19, 2021, resulting in his departure from the Company.

Business Highlights and Outlook

Business Highlights and Company Initiatives During the Unprecedented Fiscal Year 20212024

We are a leading specialty retailer that offers a broad selection of quality, branded durable consumer goods and related services in addition to a proprietary credit solution for our core credit-constrained consumers. We operate an integrated and scalable business through our retail stores and website. Our complementary product offerings include furniture and mattresses, home appliances, consumer electronics and home office products from leading global brands across a wide range of price points. Our credit offering provides financing solutions to a large, under-served population of credit-constrained consumers who typically have limited financing options. We provide customers the opportunity to comparison shop across brands with confidence in our competitive prices as well as affordable monthly payment options, next-day delivery and installation in most of our markets, and product repair service. We believe our large, attractively merchandised stores and credit solutions offer a distinctive shopping experience compared to other retailers that target our core customer demographic. We

On December 18, 2023, we announced a merger with W.S. Badcock LLC (“Badcock”). Founded in 1904, Badcock operates nearly 380 stores in eight southeastern states comprised of 65+ corporate locations and 310+ independent dealer owned stores. The stores are generally classified asbranded “Badcock Home Furniture & more” and provide customers with furniture, appliances, bedding, electronics, home office equipment, accessories, and seasonal items. Badcock offers customers affordable payment plans, including Badcock Easy Purchase, an essential businessin-house payment solution. The transaction brings together two highly complementary companies with significant reach across 15 states and powered by government authorities in the jurisdictions in which we operate as we provide essential goodsbest-in-class payment offerings, compelling eCommerce capabilities, and services to our communities.a premium shopping experience.

The COVID-19 pandemic was unfolding around the world at the beginning of our fiscal year 2021 and its impact on society and the global economy was unascertainable at that time. Despite widespread stay-at home orders and mandates for consumer facing businesses to temporarily close or suspend face-to-face operations, most of our stores were able to remain open, although we operated, at times, on reduced schedules due to state and local mandates. In responseaddition to the COVID-19 pandemic, we initiated several measures to ensure the safety of Company personnel and our customers.

Throughout fiscal year 2021, the Company, like nearly all other companies, constantly adjusted to national, state and local restrictions on retail sales activities, particularly for consumer retail companiestransaction with in-person sales and purchases. Despite these unprecedented challenges, the Company continued to offer, sell and deliver essential home merchandise such as refrigerators and computers to consumers as they also adjusted to the societal and employment impacts during the pandemic. Throughout fiscal year 2021, the Company successfully executed the following operational initiatives and goals in the face of the pandemic:

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stock price. While we recognize that stock price performance is a closely monitored measure of performance, given the volatile nature of business conditions in our industry and the financial markets, we believe that it may not always be the most appropriate performance measure for incentive plan purposes. As a result, in fiscal year 2021,2024, a portion of our named executive officers’ total direct compensation is based on the Company’s strategic and operationalfinancial results, as measured by performance on certain key initiatives in the areas of credit, retail and e-commerce, maintaining compliance with debt covenants, meeting budget reductions for the second half of fiscal year 2021, and maintaining a minimum liquidity of $150 million. While adjusted EBITDA has often been used to determine ourand increases in same store sales (for purposes of earning bonuses under the annual cash incentive bonuses, due to the impact of COVID-19 our Compensation Committee and Board felt these measures of operational performance were more appropriate measures of management performance than adjusted EBITDA or other financial performance measures. The Compensation Committee may also award discretionary bonuses based on its review of individual performance.plan).

Attract, Retain and Motivate: We structure the compensation of our named executive officers with the goal of attracting and retaining excellent executives in our significant areas of operations – sales, merchandising, financial and liquidity, consumer credit, distribution, product service and training. We promote these objectives by ensuringproviding compensation that our compensation is intended to be competitive within our industry and by providing that equity awards vest over a three or four-yearthree-year period (subject to our Compensation Committee’s discretion in determining a different vesting schedule as it deems appropriate under the circumstances) for purposes of retention. In addition, a significant portion of a named executive officer’s total direct compensation opportunity is tied to performance-based incentives that are intended to motivate our named executive officers to achieve strong financial and operational results.

Encourage Ownership of our Common Stock: We believe that ownership of our Common Stock by our named executive officers directly aligns their interests with those of our stockholders. To reinforce this belief, our Compensation Committee adopted stock ownership guidelines for our named executive officers, as further described under the caption “Compensation Discussion and Analysis-StockAnalysis- Stock Ownership Guidelines.”

Determining Compensation

The Compensation Committee is responsible for administering the executive compensation program for each of the named executive officers, including the Chief Executive Officer. The Chief Executive Officer assists the Compensation Committee with administering the executive compensation program for the other named executive officers, except with regard to certain actions and responsibilities that are specifically reserved to the Compensation Committee or Board of Directors. The Chief Executive Officer plays no role in the compensation process, and is not present during voting or deliberations, with respect to his own compensation. The Compensation Committee’s responsibilities are identified in its charter posted on our website at www.conns.com under “Investor Relations – Corporate Governance.”

Our Compensation Committee seeks to structure compensation of our named executive officers in such a manner as to avoid encouraging excessive risk taking. To better align stockholder interests and appropriate risk-taking the Compensation Committee: (i) caps the annual incentive bonus opportunity at 200% of the target bonus; (ii) adopted stock ownership guidelines for our named executive officers; and (iii) imposes varying time horizons for short and long-term incentive compensation, intending to balance the executive’s attention to our short and long-term performance goals and business objectives. The Compensation Committee also periodically reviews and adjusts the cash and equity award amounts tied to our short-short and long-term performance goals and objectives to better address changes in the market and Company risks as they arise and adjust our direction and actions to compensate for such risks. We believe that these actions help ensure ongoing alignment of our pay-for-performance objectives and our stockholder interests with a view to long-term value creation.creation while mitigating excessive risk-taking.

In applying the above-described objectives for our executive compensation program, the Compensation Committee, in making its final determination, primarily relies upon:

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Industry Peer Group

While the Compensation Committee does not rely solely on any comparative analyses of the amounts and forms of compensation which are paid to the named executive officers with comparable roles at other public companies, it does review annually and take into consideration such analyses for public companies of comparable size and nature to our businesses (i.e., retail businesses including those that provide in-house financing of their merchandise sales), as well as similarly situated public companies outside the retail business industry. We refer to such companies collectively as our peer group. For fiscal year 2021,2024, the peer group was reviewed by the Compensation Committee based on selection criteria that reflect the Company’s size and business. The selection criteria werewas based on industry classification, revenue, and market capitalization, and developed by the Compensation Committee’s independent compensation consultant acting at the Compensation Committee’s direction. The companies that comprisedcomprise our peer group were: Restoration Hardware,are both retail and consumer finance companies. Retail companies in the peer group are as follows: Aaron’s,Rent-A-Center,La-Z-Boy, Ethan Allen, EZCORP,Haverty Furniture, Hooker Furniture, Kirkland’s, La-Z-Boy,Rent-A-Center and Sleep Number. Consumer finance companies in the peer group are as follows: Encore Capital, Enova International, Encore Capital, Haverty Furniture, Tuesday Morning, Kirkland’s,EZCORP, First Cash Financial, PRA Group and Select Comfort.PROG Holdings. This peer group was used for purposes of reviewing the compensation of our named executive officers for fiscal year 2021.2024.

The Compensation Committee considers the amount and structure of peer company compensation when determining the compensation of executive officers, but the Compensation Committee does not target compensating our named executive officers to a specific benchmark level relative to our peer group, since our business model and resulting areas of responsibility are not directly comparable with those of named executives within our peer group. Instead, the Compensation Committee utilizes the competitive peer group compensation data to confirm that our compensation and incentive opportunities are appropriate and competitive relative to the market. The Compensation Committee may determine to modify the compensation levels of our named executive officers if they are deemed to not be competitive. The Compensation Committee also relies on its knowledge of the industry practices and our peers in determining our named executive officers’ base salary, annual bonus and long-term equity awards, as it deems appropriate and necessary to reward overall performance and achievements and to promote retention and stability within our executive team.

Compensation Consultant

The Compensation Committee has engaged F.W. Cook as its independent compensation consultant. F.W. Cook is responsible for preparing and presenting a comprehensive competitive market study of the compensation levels and practices for a group of industry peers on a periodic basis. The fiscal year 2021 Compensation Committee-approved2024 industry peer group is listed and described in more detail in the above section captioned “Compensation Discussion and Analysis – Determining Compensation - Industry Peer Group.” F.W. Cook is also responsible for preparing and presenting an outside director compensation study using the same industry peer group. The Compensation Committee relies on F.W. Cook for input on pay philosophy, current market trends, regulatory considerations and prevalence of benefit and perquisite programs.

The Compensation Committee considered whether F.W. Cook is independent from management, utilizing, among other things, the independence factors required by the SEC and NASDAQ. Based on this review, the Compensation Committee determined that F.W. Cook is independent from Company management and that F.W. Cook has no conflicts of interest in performing its work.

A representative of F.W. Cook attends Compensation Committee meetings as requested by the Compensation Committee. F.W. Cook works with management only under the direction of the Compensation Committee and does not provide any other advice or consulting services to the Company.

Other Factors

The Compensation Committee also considers our financial performance and business outlook to the extent that the Compensation Committee believes it may be fairly attributed to or related to the performance of a particular named executive officer. The Compensation Committee considers the contribution of each named executive officer relative to their individual responsibilities and capabilities.

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Elements of Compensation

The compensation of our named executive officers consists of three basic elements: (i) base salary; (ii) annual cash incentive bonus (based on Company performance (and, in some cases, individual performance) and with discretionary aspects to reward outstanding performance); and (iii) equity awards. These components work together in determining the overall compensation of our named executive officers.

Base Salary

Each named executive officer receives a base salary determined by the Compensation Committee to be commensurate with the officer’s area of responsibility and that officer’s area and extent of responsibility in relation to our performance as a whole.Company performance. Individual salaries take into accountare determined based on our established salary policies, the individual’s level of responsibility, contribution and value to the Company, individual performance, and prior relevant experience. No specific formula is applied to determine the weight of each factor, and the factors are considered by our Compensation Committee in its discretion. Salary reviews are conducted annually in which individual performance is evaluated; however, individual salaries are not necessarily adjusted each year. Our Compensation Committee generally establishes base salaries at levels that are intended to be competitive with market practice, as further described above under the caption “Compensation Discussion and Analysis - Compensation Philosophy and Objectives.”

In responseAs discussed above, Mr. Miller received a monthly salary of $210,000 for his service as Interim President and Chief Executive Officer for fiscal year 2024. On February 15, 2024, Mr. Miller entered into the New Offer letter with the Company providing for an annualized base salary of $1,000,000 to the COVID-19 outbreak, theserve as President and Chief Executive Officer on a non-interim basis.

The Compensation Committee did not increase Messrs. Bchara, Lastinger, Prior or Fenton’s base salaries of our named executive officers were reduced for the 12-week period beginning on April 19, 2020 and ending on July 11, 2020 as follows:

Following the restoration of salaries in July 2020, the Compensation Committee increased the base salaries of certain named executive officersduring fiscal year 2024 due to: (i) internal pay equity considerations, (ii) overall market conditions; and (iii) the Compensation Committee’s belief that these salary increasesnamed executive officers’ salaries are competitive when compared to recent market survey data. Mr. Miller’s base salary for fiscal year 2023 changed in connection with his appointment to the position of Interim President and Chief Executive Officer. Mr. Santo was not employed by the Company in fiscal year 2023.

Annual Cash Incentive Plan

The Company uses annual cash incentives to help focus attention on current strategic priorities and drive achievement of annual objectives. The annual cash incentive plan is designedintended to focus executive officers towards continuing to improve both corporate and individual performance. The Compensation Committee establishes our bonus programannual cash incentive plan for all named executive officers, as well as certain other executive officers and employees, after receiving recommendations from the Chief Executive Officer. The annual incentive bonus opportunity is stated as a percentage of base salary that is intended to be consistent with the competitive market for executives in similar positions. Typically, the named executive officers receive annual cash incentive bonus payments based on the achievement of pre-determined Company

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Individual named executive officers may also receive bonus payments based on individual performance. These bonus levels, in the case of named executive officers other than the Chief Executive Officer, are recommended by the Chief Executive Officer, and in all cases, are established by the Compensation Committee, based on the applicable named executive officer’s level of responsibility and ability to affect the performance of his area of responsibility and the Company’s performance. At the end of each fiscal year, the Compensation Committee may additionally establish individual performance bonus awards for each named executive officer upon recommendation of the Chairman and Chief Executive Officer (for named executive officers other than the Chief Executive Officer), or as separately determined by the Compensation Committee.

The Compensation Committee selected certain qualitative measures relating to liquidity, rollout of the Company’s in-houselease-to-own program, and migration of its new ecommerce platform along with adjusted EBITDA and same store sales as the primary performance benchmarks for purposes of the fiscal 2024 annual cash incentive plan. The qualitative measures were put in place by the Compensation Committee to incentivize management’s focus on the Company’s capital structure and key strategic initiatives. The Compensation Committee continues to believe adjusted EBITDA serves as an appropriate measure of the Company’s operating cash flow and overall financial performance. The calculation of adjusted EBITDA is based on net income plus interest expense, plus provision for income taxes, plus depreciation, plus amortization, plus loss from early extinguishment of debt, plus non-cash stock compensation expense and plus charges and credits. The achievement of the qualitative measures, adjusted EBITDA targets and same store sales growth targets are weighted 50%, 25% and 25%, respectively, in the determination of payment amounts under the annual cash incentive plan.

For fiscal year 2024, the Compensation Committee established the qualitative measures, adjusted EBITDA and increase in same store sales performance targets for purposes of the Company’s annual cash incentive plan for our named executive officers as follows:

The following chart details the threshold, target and maximum annual cash incentive opportunity for fiscal year 2024 for each named executive officer as a percentage of base salary in effect at the end of the year. Mr. Miller was not eligible for an annual cash bonus for fiscal year 2024 in his role as Interim CEO.

For fiscal year 2024, the three qualitative measure objectives were achieved, adjusted EBITDA performance was below Threshold and same store sales increase was also below Threshold. Therefore, 50% of the target annual cash incentive plan bonus was paid for fiscal year 2024.

The Compensation Committee also believes that it is important to have the flexibility to grant discretionary bonuses if the Company achieves or exceeds one or more specific performance goals, and if the Compensation Committee determines that management’s overall performance during the year merits special financial recognition. Further, the Chief Executive Officer may recommend discretionary bonuses, outside of our annual incentive bonus program,plan, for executive officers (other than himself) to the Compensation Committee when deemed appropriate and provide the Compensation Committee with his rationale for the recommended bonus amounts. The Compensation Committee makes all final decisions as to the compensation of the named executive officers including the award of any discretionary bonuses.

The Compensation Committee has historically selected adjusted EBITDA as Retention bonuses were awarded to each of Messrs. Bchara, Lastinger, Prior and Fenton in November 2022 and paid in the primary performance benchmark for purposesamount of the annual incentive bonus program, because it believes adjusted EBITDA serves as an appropriate measure of the Company’s operating cash flow and overall financial performance prior to the effects of capital structure, taxes and depreciation policies. However,$62,500 each in November 2023. Further for fiscal year 2021, EBITDA goals were not pre-established under the annual incentive bonus program due to the unknown impact of the COVID-19 pandemic. Instead, in the second quarter of fiscal year 2021, certain strategic goals2024, Mr. Miller recommended, and specific financial performance objectives were established for fiscal year 2021. Ultimately, the Compensation Committee selected performance benchmarksdeemed appropriate, discretionary bonuses for fiscal year 2021 that included success with key strategic initiativesMessrs. Prior, Santo and Fenton in the areasamount of credit, retail$25,000, $22,500 and e-commerce, compliance with debt covenants, meeting budget reductions for$15,625, respectively. These discretionary bonuses were recommended and approved due to Messrs. Prior, Santo and Fenton’s efforts during the second halfCompany’s acquisition and integration of fiscal year 2021 and maintaining a minimum liquidity of $150 million. While adjusted EBITDA and other benchmarks have been used as the performance criteria for our annual cash incentive bonusesW.S. Badcock LLC. Moreover, Mr. Santo’s discretionary bonus also reflects his work in the past, including last year, due to the impactdual role of COVID-19, our Compensation Committee, as well as our BoardChief Accounting Officer and Chief ExecutiveFinancial Officer concluded that these alternative measuressince his promotion to Chief Financial Officer in November of operational performance were more appropriate benchmarks of management performance for the unprecedented year. Given the uncertain business outlook caused by the pandemic-related economic conditions, the Compensation Committee deferred approving these operational benchmarks until its November 2020 meeting, although it began the process of establishing these alternative measures in late summer 2020.

The Compensation Committee determined that payout at 75% percent of the target bonus under the annual cash incentive plan was appropriate as benchmarks were met by management, including maintaining liquidity during the pandemic, successfully launching an asset-backed notes transaction in an aggregate amount of approximately $303 million, completing a tender offer of approximately $85.8 million of its outstanding 7.250% high yield notes to decrease interest expense, and growing the e-commerce business 109.4% year-over-year. The following chart details the threshold, target and maximum annual cash incentive opportunity for fiscal year 2021 for each named executive officer as a percentage of base salary in effect at the end of the year:2023.

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Equity Awards

We use equity awards to complement base salary and short-term cash incentive bonus compensation components provided to our named executive officers and to further help align executive pay with the long-term financial performance of the Company. We further believe that stock ownership by our executive officers aligns executive interests with those of our stockholders.

We do not target any set mix of compensation components. Our Compensation Committee reviews the goals of our Company and the status of the markets in which we compete to determine the appropriate combination of short-term and long-term incentive compensation should be structurednecessary in order to properly incentivize our executives to best implement both the short-term and long-term elements of our Company strategies. We further believe that stock ownership by our executive officers aligns executive interests with those of our stockholders.

Timing of Equity Awards

Prior to fiscal year 2021, annual equity awards have typically been granted to our named executive officers at the Company’s regular meeting of the Board scheduled for the fourth quarter of each fiscal year. At the beginning of fiscal year 2021, annual equity awards were granted to our named executive officers were during the first quarter of the fiscal year in order to align the annual equity award granting process with the beginning of our fiscal year and industry practice. Off-cycle (non-annual) awards may be made if our Chief Executive Officer and the Compensation Committee deem it appropriate for those not receiving grants on the regular schedule, newly-promoted employees, strategic new hires, or in other special or unique circumstances.

The Compensation Committee may, in its discretion, grant equity awards to the named executive officers from time-to-time, which may include time-based Options, restricted stock, RSUs, and PSUs, as well as other forms of equity awards, pursuant to our 2020 Omnibus Equity Plan. In making any awards, the Compensation Committee will consider:

In making long-term incentive compensation decisions, no formal weighting formula is used in deciding award amounts under our equity incentive programs. Our Compensation Committee instead considers each executive’s ability and individual responsibility to directly impact our Company’s overall performance in the long-term and makes equity awards based on considerations for each individual executive.

The Compensation Committee may, in its discretion, grant equity awards to the named executive officers from time-to-time, which may include Options, RSUs, and PSUs, as well as other forms of equity awards, pursuant to our Amended 2020 Omnibus Equity Plan.

Fiscal Year 20212024 Annual Equity Awards to Named Executive Officers

ForAt the beginning of fiscal year 2021,2024, the Compensation Committee elected to grant time-based RSUs and performance-based PSUs with vesting based on the attainment of specific stock price targets to our named executive officers. Fiftyofficers excluding Mr. Miller who was compensated per the terms of his Interim CEO Offer Letter. For our named executive officers excluding Mr. Miller, fifty percent (50%) of the awards were granted in the form of time-based RSUs that vest ratably over the three-year period beginning on the first anniversary of the grant date. Thedate and the remaining fifty percent (50%) of the award wasawards were granted in the form of performance-based PSUs that vest, if at all, at the end of the three-year period following the date of grant based on the attainmentachievement of specific stock pricespecified total shareholder return (“TSR”) targets at the end of the three-year vesting period. period as follows:

The percentage of PSUs vesting will be determined using straight-line interpolation between the performance levels set forth above, provided that no PSUs shall vest for performance at levels below the Threshold.

The value of the equity awards granted was determined by multiplying each executive’s target annual incentive cash opportunity percentage by their annual salarybased on the datereview of grant.each named executive officer’s total direct compensation compared to competitive market data as well as that executive’s area of responsibility and performance in relation to other executive’s performance and overall Company achievement. The value of the annual fiscal year 20212024 equity awards granted on February 6, 20201, 2023, is as follows: Mr. Miller - $1,405,860; Mr. Bchara - $281,174; Mr. Wright - $609,208;$800,000; Mr. Lastinger - $379,591; and$600,000; Mr. Prior - $231,974.$400,000 and Mr. Fenton - $500,000. Mr. Santo did not receive the fiscal year 2024 annual equity award since he was not yet employed by the Company and Mr. Bchara’s RSUs and PSUs were forfeited as of the time of his departure from the Company in December 2023. Additional details regarding the fiscal year 2021 equity awards granted to our named executive officers, including grant date fair value, are described in the GrantGrants of Plan Based Awards table below.

CertainAdditional Fiscal Year 20202024 Equity AwardsAward Grants to Certain Named Executive Officers other than the CEO

Effective June 1, 2019,On April 24, 2023, Mr. Wright was promoted to Executive Vice President and Chief Operating Officer and Mr. Bchara was promoted to Executive Vice President and Chief Financial Officer. InSanto received an equity award of RSUs valued at $225,000 in connection with their promotions, Mr. Wright and Mr. Bchara received equity grants valued at $674,360 and $311,264, respectively, of which 50% are time basedhis hire as the Company’s Chief Accounting Officer. The RSUs vestingvest ratably over three yearsthe three-year period beginning on the first anniversary of the grant date. Additional details regarding these additional equity awards to our named executive officers, including grant date fair value, are described in the Grants of Plan Based Awards table below.

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Interim CEO Compensation

The Interim CEO Offer Letter provided that while Mr. Miller served as Interim President and 50% are performance-based PSUs,Chief Executive Officer, he was entitled to the following: (i) a monthly salary payment of $210,000; (ii) an initial equity award granted on October 18, 2022 with a grant value of $1,000,000 that willvested on the one-year anniversary of the grant date; and (iii) an equity award valued at $750,000 granted at the beginning of each fiscal year quarter (i.e., February, May, August and November) that each vests on the one-year anniversary of the grant date. Equity awards that vest if at all, upon satisfaction of cumulative EBITDA growth performance targets achieved in fiscal years 2021 and 2022. In addition, these PSUsfrom grants made pursuant to the Interim CEO Offer Letter are subject to a modifier basedtwo-year holding period, measured from the date the equity awards vest. Mr. Miller received equity awards, each valued at $750,000, on the Company’s total stockholder return (“TSR”) performance during the vesting period. Vesting levels will be determined after completion of the 30-day period following the end of fiscal year 2022.

Effective June 3, 2019,February 1, May 1, August 1, and November 1, 2023. Mr. Miller’s right to receive these quarterly grants ended in connection with his appointment as President of Retail, Mr. Lastinger received an equity grant of $500,010 in the form of time-based RSUs. The RSUs vest ratably over a four-year period beginning on first anniversary of the grant date.

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To the Company’s knowledge, none of our officers or directors have entered into any hedging transactions with respect to our Common Stock, nor have they pledged any Common Stock to secure any personal indebtedness or deposited Company stock into any margin account. To the Company’s knowledge, none of our officers or directors have entered into any of the foregoing restricted transactions.

Other Compensation

We provide our named executive officers with limited perquisites and other benefits, as reflected in the All Other Compensation column in the “Summary Compensation Table” below, which the Compensation Committee believes are reasonable, competitive and consistent with the objectives of our executive compensation program.

Employment and Related Agreements

Certain of the named executive officers have entered into Executive Severance Agreements with the Company and others are party to the Company’s Amended and Restated Executive Severance Plan adopted in September 2020, the material terms of which are explained in more detail under the section “Termination of Employment and Change of Control Arrangements” below. In addition, following the close of fiscal year 2024, Mr. Miller entered into an Executive Severance Agreement with the Company, which sets forth the potential severance benefits Mr. Miller may receive upon the termination of his employment under certain circumstances.

Tax Implications of Our Compensation Policies

Section 162(m) of the Internal Revenue Code (Code) places a limit of $1,000,000 on the amount of compensation that we may deduct in any given year with respect to the CEO and certain of our other most highly paid executive officers. There wasThe Compensation Committee believes tax deductibility of compensation is an exceptionimportant consideration and continues to consider the $1,000,000 limitation prior to calendar year 2018 for performance-based compensation meeting certain requirements. Our Options and PSUs generally are performance-based compensation for these purposes and, as such, were typically fully deductible. Performance-based cash bonus compensation awards under our Management Incentive Compensation Program were also possibly tax deductible. Our annual base salary and time-based restricted stock units are generally subject to theimplications of Section 162(m) deduction limitations. As a result of the Tax Cut and Jobs Act, the performance-based exception. However, to Section 162(m) has been eliminated, resulting in the foregoing performance compensation in excess of $1,000,000 in calendar year 2018 or later generally not being deductible for the Company, subject to the transition rule for plans and agreements in place on November 2, 2017. To maintain flexibility in compensating executive officers in view of the overall objectives of our compensation program, the Compensation Committee has not adopted a policy requiring that all compensation be tax deductible.

COMPENSATION COMMITTEE REPORT

The Compensation Committee has reviewed the Compensation Discussion and Analysis and discussed it with the Company’s management. Based on its review and discussions with management, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in the Company’s Annual Report on Form 10-K for fiscal year 20212024 and the Company’s 20212024 Proxy Statement on Schedule 14A related to the 20212024 annual meeting, for filing with the SEC.

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Summary Compensation Table

Salary paid to Mr. Bchara in fiscal year 20202022 reflects the following increasesan increase in base salary from $475,000 to $550,000 effective June 1, 2019:August 8, 2021. Salary paid to Mr. Bchara – base salary increased from $325,000 to $400,000 in connection with his promotion to Chief Financial Officer, and Mr. Wright – base salary increased from $600,000 to $650,000 in connection with his promotion to Chief Operating Officer. Mr. Lastinger’s base salary represents the pro-rata portion of his annual base salary ($540,000) paidPrior in fiscal year 2020 based on his commencement of employment on2022 reflects an increase in base salary from $365,000 to $400,000 effective June 3, 2019.13, 2021.

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For fiscal year 2021,2024, represents the grant date fair value of the following RSUs and PSUs granted: Mr. Miller – 78,452640,872 RSUs, and 78,452 PSUs, Mr. Bchara – 15,69142,061 RSUs and 15,69042,061 PSUs, Mr. WrightSanto – 33,99641,590 RSUs, and 33,996 PSUs, Mr. Lastinger – 21,18331,546 RSUs and 21,18231,546 PSUs, Mr. Prior – 21,031 RSUs and 21,030 PSUs and Mr. PriorFenton – 12,94526,289 RSUs and 12,94526,288 PSUs. The RSUs vest ratably over the three-year period beginning on the first anniversary of the grant date. The PSUs vest, if at all, at the end of the three-year period following the date of grant based on the attainment of specific stock price targets at the end of the three-year vesting period. The fiscal year 2021 annual equity awards are discussed in more detail under “Compensation Discussion and Analysis.”

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