Item 5.02 - Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
(d)    The Board of Directors has appointed Hugo R. Dooner to serve as a director
       until the next annual meeting of the Company's stockholders and his
       successor is elected and qualified or, if earlier, until his resignation
       or removal. Mr. Dooner's appointment, which was effective May 5, 2020,
       brings the total number of directors to eleven, nine of whom are
       "independent" under applicable Nasdaq Stock Market rules.

Mr. Dooner, age 50, is the Chief Executive Officer of LoanMart, a privately-held company that is the largest online auto title loan lender in the U.S. Prior to joining LoanMart in 2014, Mr. Dooner was the Executive Vice President, Head of Personal Lending Division at Santander Consumer USA Inc., a NYSE-listed auto finance company, where he was responsible for multiple lines of business, including Consumer-Direct Refinance, Private label Credit Card and Consumer-Direct PULs. From 2002 to 2010, Mr. Dooner held positions of increasing responsibility at HSBC, one of the world's largest banking and financial services organizations, where he progressed to serve for two years as Vice President and Director, Head of Portfolio Marketing and Global Servicing Operations. He began his business career in investment banking, serving in the Business Development Group of Merrill Lynch from 2000 to 2002. Mr. Dooner received a Bachelor of Arts in Political Science from the University of California, Santa Barbara, and an MBA with concentrations in Finance and Entrepreneurship from the University of Chicago Graduate School of Business. As a director, Mr. Dooner will participate in the standard compensation plan for non-employee directors, which is described in the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 2019 (under "Part III - Item 11, Executive Compensation - Director Compensation") . Pursuant to that plan, for fiscal 2020 non-employee directors receive an annual retainer fee of $80,000 and an annual grant of restricted stock having a grant date value of $160,000 (200% times the annual retainer fee). The annual cash retainer fee is paid quarterly, and the annual restricted stock awards are generally made on or about October 1 of each year. Mr. Dooner will receive $13,333 as soon as practicable after May 5, 2020, representing the pro rata portion of the fiscal annual retainer fee for the third quarter of fiscal 2020, and thereafter will receive directors fees on a quarterly basis as described above. Mr. Dooner will also receive a grant of 12,346 shares restricted stock, representing his prorated fiscal 2020 grant.

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