PRA GROUP INC (PRAA)
Sector: Financials
2026 Annual Meeting Analysis
PRA GROUP INC · Meeting: June 16, 2026
Directors FOR
3
Directors AGAINST
6
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Nine Director Nominees
Against Analysis
Connelly has served since 2018, so her tenure fully covers the three-year period during which PRA's stock fell nearly 40% while the company's own peer group gained almost 65% — a gap of over 100 percentage points, far exceeding the 20-point threshold that triggers a vote against. The five-year record offers no relief, as the underperformance versus peers is similarly severe over that longer window.
Fredrickson has been on the board since 2002 and currently serves as Executive Chairman, meaning he bears significant responsibility for the company's direction during the period when PRA's stock lost nearly 40% while peers gained 65%. The five-year track record shows equally severe underperformance, so the sustained nature of the gap provides no basis to downgrade this vote from Against.
Olsen rejoined the board in 2023, giving him more than 24 months of tenure and meaningful overlap with the underperformance period; the policy exemption for new directors therefore does not apply. During his tenure, PRA's stock has continued a severe decline relative to its peers, with no evidence of reversal, and the five-year record confirms the underperformance is not a recent phenomenon.
Paschke has served since 2020 and chairs the Compensation Committee, so his tenure fully covers the three-year underperformance period and he has had direct oversight of executive pay during a time when the stock lost nearly 40% against peers that gained 65%. The five-year record shows no material recovery in relative performance.
Tabakin has served since 2004 and chairs the Risk Committee, meaning his tenure vastly covers the underperformance period and he has had direct oversight of enterprise risk during years of significant stock price decline. The five-year underperformance versus peers is equally severe, confirming this is a sustained pattern rather than a temporary dip.
Weaver has served as Lead Independent Director since 2015, giving him full accountability for the board's oversight during the severe underperformance period. As the lead independent voice on the board, his tenure coincides with PRA shareholders losing nearly 40% of their investment while the company's own peer group gained 65%, and the five-year record shows no improvement in relative performance.
For Analysis
Butler joined the board in January 2025, which is within the 24-month new-director exemption window, so the TSR underperformance trigger does not apply to him.
Gadhia joined the board in 2024, which is within the 24-month new-director exemption window, so the TSR underperformance trigger does not apply to her.
Sjolund was elected as a director in June 2025, which is within the 24-month new-director exemption window, so the TSR underperformance trigger does not apply to him; his role as CEO is separately addressed in the Say on Pay analysis.
Of the nine nominees, seven trigger the TSR underperformance policy because PRA Group's stock has fallen nearly 40% over three years while the company's own disclosed peer group gained almost 65% — a gap of over 100 percentage points, far exceeding the 20-point threshold applicable when absolute stock returns are negative. Two directors (Butler and Gadhia, both joined 2024 or 2025; Sjolund joined June 2025) are exempt because they have been on the board fewer than 24 months. The five-year track record confirms the underperformance is sustained, not transient, so no mitigating downgrade applies. The policy vote is AGAINST Connelly, Fredrickson, Olsen, Paschke, Tabakin, and Weaver and FOR Butler, Gadhia, and Sjolund.
Say on Pay
✓ FORCEO
Martin Sjolund
Total Comp
$4,938,095
Prior Support
88%%
Sjolund was appointed CEO in June 2025 and received total compensation of approximately $4.9 million for the year, which is reasonable for a mid-cap financial services CEO and reflects a partial-year tenure in the role. The pay structure is appropriately weighted toward variable pay — roughly 83% of his reported total compensation consists of at-risk equity awards and a performance-linked annual bonus, well above the 50-60% threshold the policy requires. The prior year Say on Pay vote drew 88% support, above the 70% threshold that would require visible changes, and the compensation committee has maintained a sound program structure including a meaningful clawback policy, no excise tax gross-ups, and performance stock awards tied to Adjusted EBITDA, relative TSR, and return on equity metrics over a three-year period.
Auditor Ratification
✓ FORAuditor
Ernst & Young LLP
Tenure
N/A
Audit Fees
$5,027,870
Non-Audit Fees
$0
For 2025, EY was paid $5,027,870 in audit fees and zero in non-audit fees, meaning 100% of fees were for core audit work and the non-audit ratio is 0% — well below the 50% threshold that would raise independence concerns. EY's tenure is not explicitly disclosed in the proxy so the tenure trigger cannot fire, and there are no disclosed material financial restatements. EY is a Big 4 firm, appropriate for a company of PRA's size and complexity.
Overall Assessment
The 2026 PRA Group annual meeting features four proposals; the most significant governance concern is the company's severe stock price underperformance — shares have lost nearly 40% over three years while the company's own peer group gained 65% — which triggers votes against six of nine director nominees who have been on the board long enough to bear accountability. The Say on Pay and auditor ratification proposals both pass policy screens and receive FOR votes.
Compensation Peer Group
13 companies disclosed in 2026 proxy filing