PRA : 2024 Proxy

About PRA Group, Inc.

Headquartered in Norfolk, Virginia and incorporated in Delaware, we are a global financial and business services company with operations based primarily in the Americas, Europe and Australia. Our primary business is the purchase, collection and management of portfolios of nonperforming loans. The accounts we purchase are primarily the unpaid obligations of individuals owed to credit originators, which include banks and other types of consumer, retail and auto finance companies. We purchase portfolios of nonperforming loans at a discount in two broad categories: Core and Insolvency. Our Core operation specializes in purchasing and collecting nonperforming loans, which we purchase since the credit originators have chosen not to pursue, or have been unsuccessful in, collecting the full balance owed. Our Insolvency operation consists primarily of purchasing and collecting on nonperforming loans where the customer is involved in a bankruptcy proceeding, or the equivalent thereof, in certain European countries. We also provide fee-based services on class action claims recoveries in the United States ("U.S."). For more information about our business, please refer to our Annual Report on Form 10-K for the year ended December 31, 2023 ("2023 Form 10-K") as filed with the U.S. Securities and Exchange Commission (the "SEC") on February 29, 2024. The information contained on, or that can be accessed through, our website, including any document referenced in this Proxy Statement, is not, and shall not be deemed to be, a part of this Proxy Statement.

	Notice of Annual Meeting of Stockholders
DATE:	Thursday, June 13, 2024
TIME:	9:30 a.m. Eastern Time
LOCATION:	Virtual Meeting
RECORD DATE:	April 23, 2024

The PRA Group, Inc. (the "Company") 2024 Annual Meeting of Stockholders (the "Annual Meeting") will be held virtually on Thursday, June 13, 2024, beginning at 9:30 a.m. Eastern Time. Instructions on how to access and participate in the Annual Meeting are provided under "Instructions for Attending and Participating in the Virtual Annual Meeting" on page 2 of the enclosed Proxy Statement. Only stockholders of record as of the close of business on April 23, 2024 are entitled to receive notice of, and to vote during, the Annual Meeting.

At the Annual Meeting, stockholders will be asked to vote on the following items:

• Election of the 11 director nominees named in the accompanying Proxy Statement for a one-year term;
• Ratification of the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for 2024;
• Approval, on a non-binding advisory basis, of the compensation of the Company's named executive officers ("Say-on-Pay"); and
• Any other business that may properly come before the Annual Meeting and any adjournments or postponements thereof.

We are providing access to our proxy materials by internet in accordance with the SEC's "notice and access" rules. These rules permit us to provide access to our proxy materials, including the Notice of Annual Meeting, Proxy Statement and our 2023 Annual Report to Stockholders, by notifying you of their availability on the internet instead of mailing printed copies. Accordingly, on or about April 29, 2024, we will mail to our stockholders a Notice of Internet Availability of Proxy Materials. The Notice of Internet Availability of Proxy Materials will provide instructions on how to access and review our proxy materials on the internet and request printed copies. Stockholders will not receive printed copies of our proxy materials unless they request such copies. If requested, printed copies will be available free of charge. We believe that providing our proxy materials through the internet increases the ability of our stockholders to access the information they need while simultaneously reducing the environmental impact and cost to the Company of the Annual Meeting.

Every vote is important and valued by the Company. Therefore, we encourage you to vote your shares through the internet, by phone or, if you requested and received a printed copy of the proxy card, by mail, using the instructions provided below even if you plan to attend the Annual Meeting.

By Order of the Board of Directors,

LaTisha Owens Tarrant

LaTisha Owens Tarrant

Corporate Secretary

April 29, 2024

YOU CAN VOTE IN ONE OF FOUR WAYS

Visit www.AALvote.com/PRAA to vote VIA THE INTERNET

Call [phone] to vote BY TELEPHONE

If you received printed proxy materials, sign, date and return your proxy card in the envelope provided to vote

BY MAIL

Attend the Annual Meeting virtually and vote via the link provided.

Important notice regarding the availability of proxy materials for the Annual Meeting of Stockholders to be held on June 13, 2024: The Company's Proxy Statement and 2023 Annual Report to stockholders are available at www.viewproxy.com/PRAGroup/2024.

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PRA Group, Inc.

2024 Proxy Statement

Table of Contents

PROXY SUMMARY

Annual Meeting

Voting Matters and Board Vote Recommendations

Corporate Governance Highlights

Director Dashboard

2023 Company Performance Highlights

Investor Outreach and Engagement

PROXY STATEMENT

Purpose Record Date Quorum Vote Required

Instructions for Attending and Participating in the Virtual Annual Meeting

• EXECUTIVE OFFICERS

i	PROPOSAL 3: APPROVAL OF NEO
i
COMPENSATION
i
ii

1. COMPENSATION COMMITTEE REPORT

COMPENSATION DISCUSSION AND ANALYSIS

1

• COMPENSATION TABLES AND INFORMATION
• Summary Compensation Table
• Grants of Plan-Based Awards

Outstanding Equity Awards at Fiscal-Year End

• Option Exercises and Stock Vested Post-Employment Compensation Arrangements

21

22

22

23

36

36

37

38

39

40

CORPORATE GOVERNANCE

3

CEO Pay Ratio

Pay Versus Performance

42

42

Board Leadership

Building Our Board Director Qualifications Board Committees

Board's Role in Risk Oversight Board's Role in ESG

Board's Role in Management Succession Planning Director Independence

Director Attendance Communications with Our Board Director Compensation

Director Stock Ownership Guidelines Code of Conduct

Policy for Approval of Related Party Transactions Pledging

Hedging

PROPOSAL 1: ELECTION OF DIRECTORS

DIRECTOR NOMINEES

PROPOSAL 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC

• Relationship between Pay and Performance
• Performance Measures Used to Link Company

• Performance and Compensation Actually Paid to the
• NEOs

• Securities Authorized for Issuance Under Equity
• Compensation Plan

7

• SECURITY OWNERSHIP
  8 Security Ownership of Certain Beneficial Owners and

• Management

• Section 16(a) Beneficial Ownership Reporting
• Compliance

9

10 VOTING INSTRUCTIONS AND OTHER

1. INFORMATION
2. Internet Availability of Proxy Materials and Annual Report

How to Vote

12 Revoking Your Proxy Inspector of Elections Cost of Proxy Solicitation Broker Non-Votes

43

45

46

47

47

48

49

49

49

49

50

50

50

ACCOUNTING FIRM

18

Stockholder Proposals

50

Fees Paid to EY

Audit Committee Pre-Approval Policies and Procedures

19

19

Other Information

Other Matters to be Presented

51

51

Responsibilities

Report of the Audit Committee

19

19

2024 Proxy Statement | PRA Group

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Proxy Summary

This summary highlights certain information contained elsewhere in the Proxy Statement but does not contain all information that you should consider prior to casting your vote. Therefore, you should read the entire Proxy Statement carefully before voting.

Annual Meeting
Date and Time:	Thursday, June 13, 2024, at 9:30 a.m. Eastern Time
Location:	Virtual Meeting
Record Date:	April 23, 2024

Voting Matters and Board Vote Recommendations

		Board Vote	Page
	Agenda Item	Recommendation	Reference
Proposal 1:	Elect the 11 director nominees named in this Proxy Statement for a
	one-year term	FOR	11
Proposal 2:	Ratify the appointment of Ernst & Young LLP ("EY") as our independent
	registered public accounting firm for 2024	FOR	18
Proposal 3:	Advisory vote to approve our named executive officer ("NEO")
	compensation ("Say-on-Pay")	FOR	22

Corporate Governance Highlights

Independent

Oversight

Board

Refreshment

Stockholder

Rights and

Alignment

Environmental, Social and Governance ("ESG")

Hedging/Pledging

• Our Board of Directors ("Board") is comprised primarily of independent (11 of 12) directors.
• Our Board Committees are comprised solely of independent directors.
• We have a Lead Independent Director who, among other responsibilities, presides over executive sessions of our independent directors, which occur at each in-person or virtual Board meeting.
• The roles of Chairman of the Board and Chief Executive Officer ("CEO") are separate.
• Our Compensation Committee engages an independent compensation consultant to advise and support the Compensation Committee's work.
• Our Board and all Board Committees conduct annual performance evaluations.
• Our directors cannot stand for re-election after they reach the age of 75.
• Our stockholders have the right to call special meetings.
• Our directors are elected annually.
• Our directors must be elected by a majority of the votes cast in uncontested elections.
• We have stock ownership guidelines that apply to our directors and executive officers in order to align their interests with the interests of our stockholders.
• All incentive compensation for our executive officers is subject to recoupment (or clawback) by the Company in the event of an accounting restatement, to comply with applicable law or if the executive officer violates restrictive covenants included in the officer's equity award or employment agreement.
• Our Nominating and Corporate Governance Committee oversees significant ESG matters with the support of management's ESG Steering Committee, which is comprised of senior members of management and operates pursuant to a written charter.
• We have adopted a Statement on Human Rights.
• We have adopted a Political Contributions Statement.
• We have adopted an Environmental and Sustainability Statement.
• Our directors, executive officers and employees are prohibited from engaging in short sales and hedging transactions involving the Company's equity securities and may not pledge our common stock.

2024 Proxy Statement | PRA Group i

Director Dashboard

We are led by directors whose qualifications, experience and backgrounds support the effective oversight of our business and affairs, further our strategic goals and provide valued guidance to management. The charts below reflect key data about our Board as of April 29, 2024.

Financial Industry Experience	9
Government and Regulatory Experience	4
Information Technology/Data	3
Governance/Cybersecurity Experience
International/Global Experience	7
Public Company Experience	12
Risk Oversight Experience	10
Strategic Planning Experience	7
Board Diversity Matrix (As of April 29, 2024)
Total Number of Directors	12

Female

Male

Non-Binary

Did Not

Disclose

Gender

Part I: Gender Identity

Directors

3

9

0

0

Part II: Demographic Background

	African American or Black		1		0		0		0
	Alaskan Native or Native American		0		0		0		0
	Asian		0		1		0		0
	Hispanic or Latinx		1		0		0		0
	Native Hawaiian or Pacific Islander		0		0		0		0
	White		1		8		0		0
	Two or More Races or Ethnicities		0		0		0		0
	LGBTQ+					1
	Did Not Disclose Demographic Background					0

2023 Company Performance Highlights

• Total portfolio purchases were $1.2 billion in 2023 compared to $850.0 million in 2022. The increase was primarily driven by improving portfolio supply in the U.S.
• Total cash collections (collections on our owned finance receivables portfolios) remained stable at $1.7 billion for both 2023, and 2022.
• Total revenues were $802.6 million in 2023 compared to $966.5 million in 2022. The decrease was driven by:
• • a $140 million decrease in changes in expected recoveries, primarily due to lower overperformance and a net increase to the estimated remaining collections of certain pools compared to a net decrease during 2023; and
  • a $15 million decrease in portfolio income, largely the result of higher levels of consumer liquidity driving a lower supply of nonperforming loan portfolios in the years leading up to 2023.
• Total operating expenses were $702.1 million in 2023 compared to $680.7 million in 2022. The increase was driven by:
• • a $12 million increase in legal collection costs, primarily reflecting higher volumes of lawsuits filed in the U.S. during 2023;

ii PRA Group | 2024 Proxy Statement

• • an $11 million increase in agency fees, due to higher collections in Brazil; and
  • $20 million of non-recurring expenses, including severance, case-specific litigation, and the impairment of real estate associated with the closing of an owned U.S. call center.
• Net income/(loss) attributable to the Company was ($83.5) million in 2023, compared to $117.1 million in 2022.
• Our cash efficiency ratio (cash receipts, which are cash collections plus fee income, less operating expenses, divided by cash receipts) was 58.0% in 2023 compared to 61.0% in 2022.
• Estimated remaining collections (the sum of all future projected cash collections on our owned finance receivables portfolios) was $6.4 billion at the end of 2023, compared to $5.7 billion at the end of 2022.

2023 TOTAL PORTFOLIO

PURCHASES

$1.2B

2023 TOTAL CASH

COLLECTIONS

$1.7B

2023 TOTAL REVENUES

$802.6M

Portfolio Purchases ($ in millions)

$450					+36%
$400							$1,154
$350			$850			$328	$311
$300				$288			$285
$250		$231			$230	$144	$79
				$123
$200			$183	$161
		$98
	$147	$125
$150	$73
$48
$100						$232
					$184
						$162
				$128	$133
		$106	$110
$50	$100
$0	Q1	Q2	Q3	Q4	Q1	Q2	Q3	Q4
			2022				2023

Americas and Australia Europe

Cash Collections ($ in millions)

$600	-13%	-18%	-16%	-17%	-14%	-6%	+2%	+5%
$500	$481	$444
		$412		$411	$419	$420	$410
$400			$392
$300	$305	$279				$247	$252
	$258	$234	$254	$244
$200
$100	$175	$165	$155	$158	$158	$172	$168	$166
$0	Q1	Q2	Q3	Q4	Q1	Q2	Q3	Q4

2022			2023
		Americas and Australia		Europe x% YoY Cash Growth

2024 Proxy Statement | PRA Group iii

Estimated Remaining Collections ($ in billions)

$8.0
$7.0						+12%
							$6.4
							$6.0
$6.0	$5.7	$5.6		$5.7	$5.7	$5.9	$0.6
$5.3	$0.6	$0.6
	$0.4	$0.4	$0.5	$0.5
$5.0	$0.5
						$2.4
	$2.3			$2.2	$2.1	$2.1	$2.3
$4.0	$2.3	$2.2
$3.0
$2.0					$3.1	$3.2	$3.1	$3.4
$1.0	$3.0	$2.9	$2.6	$3.0
$0	3/31	6/30	9/30	12/31	3/31	6/30	9/30	12/31

2022						2023
		Europe		U.S		Other Americas and Australia

Investor Outreach and Engagement

We interact with our investors in a variety of ways. Our Investor Relations team meets regularly with stockholders, prospective stockholders, and investment analysts. These meetings often include participation by our CEO, Chief Financial Officer ("CFO"), and other business leaders, and focus on topics such as how we deliver growth and profitability as well as drive our strategy. In addition to these meetings, our management also engages routinely with our stockholders and other stakeholders. We value input from our stockholders and communicate regularly with them to better understand their perspectives, address any questions or concerns, and help increase their understanding of our business. Throughout 2023, we contacted many of our stockholders, including our top 50 stockholders, conducted more than 70 unique meetings and engaged with holders of more than 35% of our shares outstanding. These discussions generally focused on the Company's business strategy, market positioning, financial performance and other relevant governance and non-governance matters. We also communicate with our stockholders through other avenues, including our SEC filings, news releases, investor conferences, non-deal roadshows, annual report, annual meeting, annual proxy statement, ESG report, and investor relations website. In addition, we hold quarterly conference calls, which are open to the public, to discuss our financial results.

2023 STOCKHOLDER MEETINGS

70+

2023 % OF SHARES ENGAGED

>35%

2023 INVESTOR CONFERENCES AND NON-DEAL ROADSHOWS

7

iv PRA Group | 2024 Proxy Statement