Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 19, 2022, upon recommendation by the Corporate Governance and
Nominating Committee of the Board of Directors (the "Board") of Regional
Management Corp. (the "Company"), the Board increased the size of the Board from
eight members to nine members and appointed Philip V. Bancroft as a new member
of the Board, effective immediately. In addition to his appointment to the
Board, Mr. Bancroft was also appointed to serve on the Audit Committee of the
Board and the Risk Committee of the Board. He will stand for re-election to the
Board at the Company's upcoming 2022 Annual Meeting of Stockholders.
Mr. Bancroft will be eligible to receive compensation for his service as a
non-employee director consistent with that of the Company's other non-employee
directors (pro-rated for a partial year of service). The Board has determined
that Mr. Bancroft is an independent director under applicable Securities and
Exchange Commission and New York Stock Exchange rules. There are no arrangements
or understandings between Mr. Bancroft and any other person pursuant to which
Mr. Bancroft was selected as a director, and there are no transactions between
Mr. Bancroft and the Company that would be reportable under Item 404(a) of
Regulation S-K.
Mr. Bancroft, 62, is the former Chief Financial Officer and Executive Vice
President of Chubb Limited (NYSE: CB), the largest publicly traded property and
casualty insurance company in the world. He was the Chief Financial Officer of
ACE Limited from 2001 prior to ACE's acquisition of Chubb in 2016, at which time
he became the Chief Financial Officer of Chubb. Prior to ACE, Mr. Bancroft
served as Partner-in-Charge for the New York Regional Insurance Group of
PricewaterhouseCoopers (PwC) from 1996 to 2001, and spent nearly 20 years at PwC
in various roles. He has served on the boards of various organizations,
currently serving on Saint Joseph's University Haub School of Business/Advisory
Board for Insurance Risk Management. He was certified as a public accountant and
earned his Bachelor of Business Administration in Accounting from Temple
University.
A copy of the Company's press release announcing the appointment of
Mr. Bancroft to the Board is filed as Exhibit 99.1 to this Current Report on
Form 8-K/A.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. Description
99.1 Press Release issued by Regional Management Corp., dated January 19,
2022
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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