PRA Group (PRAA) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for June 17, 2025, will be held virtually; record date is April 21, 2025.

• Key voting items: election of 9 directors, ratification of Ernst & Young LLP as auditor, and advisory approval of executive compensation.

• 2024 saw record global portfolio purchases ($1.4B, up 22%), total cash collections ($1.9B, up 13%), and total revenue ($1.1B, up 39%).

• Leadership transition: Martin Sjolund appointed as next President and CEO, effective at the Annual Meeting; outgoing CEO Vikram Atal to serve as senior advisor through year-end.

• Board and management engaged in extensive investor outreach, meeting with holders of 60% of shares outstanding in 2024.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) election of 9 director nominees for one-year terms, (2) ratification of Ernst & Young LLP as independent auditor for 2025, (3) advisory approval of executive compensation (Say-on-Pay), and (4) any other business.

• Board recommends voting FOR all proposals.

• No director nominations or proposals were received from shareholders for this meeting.

Board of directors and corporate governance

• Board consists of 11 directors, reducing to 9 after the meeting due to retirements.

• 9 of 11 directors are independent; all board committees are fully independent.

• Board leadership is separated between Chairman and CEO; Lead Independent Director presides over executive sessions.

• Board refreshment: 4 new members in the last 4 years; annual performance evaluations; mandatory retirement at age 75.

• Board committees: Audit, Compensation, Nominating and Corporate Governance, and Risk, each with defined charters and responsibilities.

• Succession planning led to appointment of new CEO; outgoing CEO to remain as advisor for transition.