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¨						Preliminary Proxy Statement
¨						Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
ý						Definitive Proxy Statement
¨						Definitive Additional Materials
¨						Soliciting Material Under Rule 14a-12

ý

No fee required

¨

Fee paid previously with preliminary materials.

¨

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

Your vote is important to us. Your broker cannot vote on certain of the proposals without your instruction. Please use your proxy card or voter instruction form to inform us, or your broker, as to how you would like to vote your shares on the proposals presented in the Proxy Statement. For instructions on voting, please refer to the notice you received in the mail or, if you requested a hard copy of the Proxy Statement, to your enclosed proxy card, so that your shares may be represented at the Annual Meeting.

John W. Robinson III			Douglas A. Lindsay
Chairman of the Board of Directors			Chief Executive Officer

1.			Election of three Class III directors to hold office until the 2024 Annual Meeting of Shareholders and until their successors are duly elected and qualified.
2.			Approval, on a non-binding, advisory basis, of the Company's executive compensation.
3.			Ratification of the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for 2023.
4.			Approval of The Aaron's Company, Inc. Amended and Restated Employee Stock Purchase Plan.
5.			Such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.

			BY ORDER OF THE BOARD OF DIRECTORS
			Rachel G. George
			Executive Vice President, General Counsel,
			Corporate Secretary, Chief Compliance Officer & Chief Corporate Affairs Officer
Atlanta, Georgia
March 23, 2023

The Proxy Statement and Annual Report are available free of charge on our website at http://investor.aarons.com/financials/annual-and-proxy-reports/default.aspx

and at http://www.proxyvote.com.

Table of Contents

Forward-Looking Statements			1
Proxy Summary			1
Matters To Be Voted On			3
Proposal 1: Election of Three Class III Directors			3
Proposal 2: Approval on a Non-Binding Advisory Basis, of Executive Compensation			4
Proposal 3: Ratification of the Appointment of the Independent Registered Public Accounting Firm			5
Proposal 4: Approve The Aaron's Company, Inc. Amended and Restated Employee Stock Purchase Plan			6
Governance			11
Nominees to Serve as Directors (Class III Directors)			11
Continuing Directors (Class I and Class II Directors)			12
Executive Officers Who Are Not Directors			14
Composition, Meetings and Committees of the Board of Directors			14
Assessment of Director Candidates and Required Qualifications			16
Board Recruitment Process and Director Onboarding			20
Shareholder Recommendations and Nominations for Election to the Board			20
Board Leadership Structure			20
Lead Director			21
Board of Directors and Committee Evaluations			21
Board and Committee Role in Risk Oversight			21
Shareholder Outreach and Engagement and Investor Relations			35
Disclosure Committee			35
Non-Employee Director Compensation in 2022			35
2022 Director Compensation			36
Stock Ownership Guidelines			36
Compensation Discussion and Analysis			37
Executive Summary			37
Components of the Executive Compensation Program			38
2022 Performance and Incentive Pay Outcomes			39
Objectives of Executive Compensation			39
Compensation Process Summary for 2022			40
Comparative Market Data			40
Company Peer Group			41
Base Salary			41
Annual Cash Incentive Awards			42
Long-Term Equity Incentive Awards			43
2022 Equity Awards			45
2022 Equity Transition (Bridge) Awards			46
Executive Compensation Policies			47
Executive Benefits and Perquisites			48
Post-Termination Protections			48
Tax Effects of Compensation			48
Risk Assessment in Compensation Program			49

Compensation Committee Report			50
Executive Compensation			51
2022 Summary Compensation Table			51
Grants of Plan-Based Awards in Fiscal Year 2022			52
The Aaron's Company, Inc. Amended and Restated 2020 Equity and Incentive Plan			53
The Aaron's Company, Inc. Employee Stock Purchase Plan			54
Individual Executive Agreements and Pay Mix			54
Outstanding Equity Awards at 2022 Fiscal Year-End			55
Options Exercised and Stock Vested in Fiscal Year 2022			56
Nonqualified Deferred Compensation			57
Pension Benefits			57
Potential Payments Under Termination or Change in Control			57
CEO Pay Ratio Disclosure			62
Pay Versus Performance			62
Audit Committee Report			66
Committee Composition and Skills			66
Responsibilities of the Audit Committee, Management, and the External Auditor			66
Appointment and Oversight of EY			67
Discussions with EY			67
Audited Consolidated Financial Statements			67
Pre-Approval of Services Performed by EY			68
Audit Matters			69
Fees Billed in the Last Two Fiscal Years			69
Approval of Auditor Services			69
Beneficial Ownership of Common Stock			70
Certain Relationships and Related Transactions			72
Policies and Procedures Dealing with the Review, Approval and Ratification of Related Party Transactions			72
Related Party Transactions			72
Questions and Answers About Voting and the Annual Meeting			73
Additional Information			77
Shareholder Proposals for 2024 Annual Meeting of Shareholders			77
Compliance with Universal Proxy Rules for Director Nominations			78
Householding of Annual Meeting Materials			78
Communicating with the Board of Directors			78
Corporate Governance Documents			78
Other Action at the Annual Meeting			78
Appendix A: Use of Non-GAAP Financial Information			80
Appendix B: Amended and Restated Stock Purchase Plan			81

Date and Time			May 3, 2023, at 10:00 a.m., local time
Place			Jones Day 1221 Peachtree St NE, Suite 400 Atlanta, Georgia 30361
Record Date			March 14, 2023
Voting			Shareholders as of the record date are entitled to vote at the Annual Meeting. Each share of common stock is entitled to one vote for each director nominee and one vote for each of the other proposals to be voted on at the Annual Meeting.
Admission			Attendance at the Annual Meeting will be limited to shareholders as of the record date or their authorized representatives.

Proposal			Board Recommendation
Election of three Class III directors to hold office until the 2024 Annual Meeting of Shareholders and until their successors are duly elected and qualified			"FOR" each director nominee
Approve, on a non-binding advisory basis the Company's executive compensation			"FOR"
Ratify the appointment of Ernst & Young LLP ("EY") as the Company's independent registered public accounting firm for 2023			“FOR”
Approve The Aaron's Company, Inc. Amended and Restated Employee Stock Purchase Plan			"FOR"

See "Matters To Be Voted On" beginning on page 3 for more information.

•On April 1, 2022, the Company completed the previously announced transaction to acquire a 100% ownership of Interbond Corporation of America, doing business as BrandsMart U.S.A. The Company's financial results for the year ended December 31, 2022 include the results of BrandsMart U.S.A. subsequent to the April 1, 2022 acquisition date.

•We reported consolidated revenues of $2.25 billion in 2022 compared to $1.85 billion in 2021, an increase of 21.9%, primarily driven by the acquisition of BrandsMart U.S.A. on April 1, 2022, partially offset by lower revenues at the Aaron's Business segment. E-commerce revenues for the Aaron's Business grew 6.5% in 2022 and represented 15.8% of lease revenues compared to 14.2% in 2021. For BrandsMart, e-commerce revenues grew 8.5% in 2022 compared to 2021. During the year, the Company opened 95 new GenNext locations. Combined with the 116 GenNext locations open at the beginning of the year, total GenNext stores contributed 19.7% of total lease revenues and fees and retail revenues for the Aaron's Business segment in 2022.

•The Company reported a consolidated loss before income taxes of $14.7 million during 2022 compared to earnings before income taxes of $145.9 million in 2021. The results for 2022 were negatively impacted by restructuring charges of $32.7 million, a non-cash charge for a fair value adjustment to the acquired BrandsMart merchandise inventories of $23.1 million, BrandsMart acquisition-related costs of $14.6 million, goodwill impairment charges of $12.9 million recognized for the Aaron's Business reporting unit, acquisition-related intangible amortization expense of $9.0 million, and separation-related costs of $1.2 million.

•We returned $26.9 million to our shareholders in 2022 through the repurchase of 735,032 shares of common stock, which represented approximately 2.4% of the common stock outstanding as of December 31, 2021, and the payment of our quarterly cash dividends.

•We generated cash from operating activities of $170.4 million in 2022 and had $27.7 million of cash and $288.5 million of availability under our $375.0 million Revolving Facility as of December 31, 2022.

•Messrs. Lindsay, Olsen, Wall, Noe and Ms. George earned annual cash incentive awards of 12.5% of target based on Company financial performance and the achievement of compliance-related goals.

•Our named executive officers also received awards under the performance share component of our 2022 long-term incentive program ("LTIP"). This component represents 50% of the annual grant value made under our 2022 LTIP to our NEOs. The performance share units granted in 2022 are based upon a 3-year performance and service period, as described further below.

See "Compensation Discussion and Analysis" beginning on page 37 for more information.

Nominee

Age

Occupation

Independent

Joined Our Board

Walter G. Ehmer

56

Chairman and Chief Executive Officer of Waffle House, Inc.

Yes

December 2020

Timothy A. Johnson

55

Chief Financial Officer of Victoria's Secret & Co.

Yes

May 2021

Marvonia P. Moore

65

Retired Vice President and General Manager for the AT&T portfolio in Georgia and South Carolina

Yes

May 2021

We encourage our shareholders to read the "Compensation Discussion and Analysis" section of this Proxy Statement, which discusses how our compensation policies and programs support our compensation philosophy. Our Board of Directors and the Compensation Committee believe these policies and programs are strongly aligned with the long-term interests of our shareholders.

•Increase in Share Reserve. The A&R ESPP would increase the number of shares of common stock, $0.50 par value per share, of the Company (“Common Stock”) available for issuance or transfer thereunder (subject to adjustment as described in the A&R ESPP) from 200,000 shares to 1,050,000 shares. These additional 850,000 shares, together with the 20,527 shares that remain available for issuance under the Current ESPP, are anticipated to be sufficient for purchases under the A&R ESPP for approximately 4 years, but the shares could last for a different period of time if actual practice does not match current expectations or our share price changes materially. If the A&R ESPP is not approved, we may not have sufficient shares to cover purchases for another offering period. In fact, the Compensation Committee suspended the Current Plan and the offerings thereunder beginning January 2023, as it did not anticipate that the remaining shares available for issuance under the Current ESPP would have been sufficient to cover the number of shares that would have otherwise been issued in the suspended offering period that was scheduled to begin in January 2023.

•Participation of Section 16 Officers. The A&R ESPP would permit the participation of “highly compensated employees” of the Company or a subsidiary who are subject to the disclosure requirements of Section 16(a) of the Securities and Exchange Act of 1934 ("Section 16 officers"). These individuals are currently excluded from the participating in the Current ESPP.

•Removal of Holding Requirement. The A&R ESPP would remove a requirement in the Current ESPP that employees must hold shares of Common Stock purchased thereunder for one year following such purchase.

Employees eligible to participate in the A&R ESPP for a given offering period generally include employees of the Company and certain of its designated subsidiaries who are employed on the first day of the offering period, which is the enrollment date. Employees who have not been employed for at least six months or that customarily work 20 hours per week or less are not eligible to participate in the A&R ESPP. The Board or Compensation Committee will designate from time to time which of its subsidiaries are eligible to participate in the A&R ESPP. As of February 28, 2023, the Company and the designated subsidiaries have approximately 9,721, employees who are eligible to participate in the A&R ESPP out of a total of 9,840 employees employed by the Company and all of its subsidiaries. The basis for participation in the A&R ESPP is meeting the eligibility requirements and electing to participate.

receive shares of our Common Stock under the A&R ESPP, and during a participant’s lifetime, rights to purchase shares of our Common Stock in the A&R ESPP shall be exercisable only by such participant. Any such attempt at assignment, transfer, pledge or other disposition will not be given effect. The Compensation Committee may, in its sole discretion, place additional restrictions on the sale or transfer of our shares purchased under the A&R ESPP by notice to the participants in advance of the offering period.

Name and Position			Number of Shares (#)
Named Executive Officers(1)
Douglas A. Lindsay, Chief Executive Officer			N/A
Steve Olsen, President			N/A
C. Kelly Wall, Chief Financial Officer			103
Rachel G. George, General Counsel, Corporate Secretary, Chief Compliance Officer and Chief Corporate Affairs Officer			N/A
Douglass A. Noe, Corporate Controller and Principal Accounting Officer			N/A
Executive Group			N/A
Non-Executive Director Group			N/A
Each nominee for election as a director:
Walter G. Ehmer			N/A
Timothy A. Johnson			N/A
Marvonia P. Moore			N/A
Each associate of any of the foregoing			N/A
Non-Executive Officer Employee Group			179,370

Plan Category			Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights(1)(2)			Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights(1)(2)			Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans(3)
Equity Compensation Plans Approved by Shareholders			1,501,998			$	15.45		2,495,704
Equity Compensation Plans Not Approved by Shareholders			N/A			N/A			N/A
Total			1,501,998			$	15.45		2,495,704

(2)As of March 14, 2023, there were 1,980,228 securities to be issued upon exercise of outstanding options, warrants and rights, assuming target level performance is achieved for performance shares. Of this amount, 1,151,717 are options with a weighted average exercise price of $14.64 and a weighted average remaining life of 7.44 years. The remaining 828,511 are RSUs and performance shares that do not have an exercise price.

(3)As of March 14, 2023, the aggregate number of common shares authorized and available for future issuance under the Amended and Restated 2020 Plan and Employee Stock Purchase Plan is 1,318,497. Between March 14, 2023 and May 8, 2023, we expect to grant awards covering approximately 10,000 common shares under the Amended and Restated 2020 Plan.

						Walter G. Ehmer, 56, has served as a director of the Company since December 2020. Mr. Ehmer is currently the Chairman and Chief Executive Officer of Waffle House, Inc., a position he has held since 2022. Mr. Ehmer has held various positions with Waffle House, Inc. since joining the company in 1992 as a senior buyer in the purchasing department, including most recently serving as its President and Chief Executive Officer from 2012 to 2022, as President and Chief Operating Officer from 2006 until 2012 and as Chief Financial Officer from 1998 until 2002. Mr. Ehmer previously served on the Board of Directors of PROG Holdings, Inc. (formerly Aaron's Holdings Company, Inc.) ("Former Parent") from May 2016 to November 2020. Mr. Ehmer previously served as a member of the Georgia Tech Industrial Engineering Advisory Board, the Georgia Tech Alumni Association Board of Trustees, the Georgia Tech President’s Advisory Board, the Georgia Tech Foundation, and the University System of Georgia Foundation Board. Mr. Ehmer is also a past chairperson of the Georgia Tech Alumni Association. Mr. Ehmer also serves on the boards of the City of Atlanta Police Foundation, the Metro Atlanta Chamber of Commerce, and Children's Healthcare of Atlanta Foundation. Among other qualifications, Mr. Ehmer brings significant management and financial experience to our Board of Directors. His experience in multiple senior executive leadership positions, including with responsibility for accounting-related matters, provide him with managerial and financial expertise that is utilized by our Board of Directors. These skills and experiences qualify him to serve on our Board of Directors.

						Timothy A. Johnson, 55, has served as a director of the Company since May 2021. Mr. Johnson currently is the Chief Financial and Administrative Officer of Victoria's Secret & Co., the world's largest intimates specialty retailer, a position he has held since June 2021. Mr. Johnson was previously employed by Big Lots, Inc., a retail company, for nineteen years, commencing in 2000 serving in various roles of increasing responsibility including most recently as Executive Vice President, Chief Financial Officer and Chief Administrative Officer. He also held the positions of Senior Vice President and Chief Financial Officer; Senior Vice President, Finance; Vice President Strategic Planning and Investor Relations and Director, Strategic Planning. Before joining Big Lots, Inc. Mr. Johnson was employed by Limited Brands, Inc. from 1992 to 2000 serving as a senior accountant and then as Director, Financial Reporting. Prior to that he was a senior associate for Coopers and Lybrand from 1989 to 1992. Mr. Johnson currently serves on the board of LogicSource, a professional services firm focused on procurement for retail and consumer clients. He also serves on the boards of Marburn Academy and Nationwide Children’s Hospital Foundation. Among other qualifications, Mr. Johnson brings significant operational management and financial experience to our Board of Directors. His experience in multiple senior executive leadership positions provide him with retail operations, accounting and financial experience, which are utilized by our Board of Directors. These skills and experiences qualify him to serve on our Board of Directors.

						Marvonia P. Moore, 65, has served as a director of the Company since May 2021. She held a variety of senior management positions at AT&T, Inc., a telecommunications company, throughout her 37 year career until her retirement in 2021. Most recently she was Vice President and General Manager for the AT&T portfolio in Georgia and South Carolina. Prior to that she also held positions of Assistant Vice President-Market Development, Region Vice President-Business Sales (AT&T Mobility LLC) and Vice President-AT&T Customer Care. During a brief time between AT&T assignments, Ms. Moore served as Regional Vice President for W.W. Grainger, Inc. and Managing Partner for her consulting practice. Her leadership roles focused extensively on B2B sales, marketing and operations and consumer market growth strategies, utilizing direct and indirect retail and omni-channels. Among other qualifications, Ms. Moore brings significant management and operational experience to our Board of Directors. She served as a director on the corporate board and compensation committee for Minneapolis based Ault, Inc. Her leadership positions in the Atlanta community, include serving as Chair of Atlanta Technical College Local Board and the Atlanta Workforce Development Agency, and a board member/trustee for Morehouse Women in Golf Foundation, Atlanta Partners for Education, Central Atlanta Progress Advisory Board, Georgia 100 Mentor Exchange, and AT&T Management Review Committee’s Family Care Development Fund. These skills and experiences qualify her to serve on our Board of Directors.

						Hubert L. Harris, Jr., 79, has served as a director of the Company since December 2020 and currently serves as the Lead Director. Since 1992, Mr. Harris has owned and operated Harris Plantation, Inc., a cattle, hay and timber business. Mr. Harris has also served as a trustee for SEI mutual funds since 2008. Mr. Harris previously served as CEO of Invesco North America, CFO of Invesco PLC and Chairman of Invesco Retirement Services, and served on the Board of Directors of Invesco from 1993 to 2004. From 1983 to 1988, Mr. Harris was President and Executive Director of the International Association for Financial Planning. Mr. Harris also served as the Assistant Director of the Office of Management and Budget in Washington, D.C. from 1977 to 1980. Mr. Harris previously served as a director for Former Parent from August 2012 until November 2020. Mr. Harris is on the Board of Councilors of the Carter Center, and he previously served as chair of the Georgia Tech Foundation and chair of the Georgia Tech Alumni Association. Among other qualifications, Mr. Harris brings a strong financial background and extensive business experience to our Board of Directors. His service on numerous for-profit and non-profit boards and management experience provide him with governance and financial expertise, which are utilized by our Board of Directors. These skills and experiences qualify him to serve on our Board of Directors.

						John W. Robinson III, 51, has been a director of the Company since December 2020 and serves as Chairman of the Board. Mr. Robinson previously served as the Chief Executive Officer of Former Parent from November 2014 to November 2020 and was also named President of Former Parent from February 2016 to November 2020. Mr. Robinson also served on the board of Former Parent from November 2014 to November 2020. From 2012 to November 2014, Mr. Robinson served as the Chief Executive Officer of Progressive Finance Holdings, LLC ("Progressive"), which was acquired by Aaron’s, Inc. in April 2014. Prior to working at Progressive, he served as the President and Chief Operating Officer of TMX Finance LLC, or "TMX Finance." He joined TMX Finance as Chief Operating Officer in 2004 and was appointed President in 2008. Prior to working at TMX Finance, he worked in the investment banking groups at Morgan Stanley, Lehman Brothers and Wheat First Butcher Singer. Mr. Robinson is a National Trustee for the Boys and Girls Club of America and a Trustee of Washington and Lee University. Among other qualifications, Mr. Robinson brings significant operational and financial experience to our Board of Directors. His considerable experience in senior management, and his leadership and intimate knowledge of our business, provide him with strategic and operational expertise generally and for the Company specifically, which are utilized by our Board of Directors. These skills and experiences qualify him to serve on our Board of Directors.

						Laura N. Bailey, 62, has served as a director of the Company since May 2021. Prior to her retirement in April 2021, Ms. Bailey was employed by Capital One Financial Corporation for almost fifteen years commencing in 2006 including most recently as Corporate Senior Vice President Community Impact and Investment and also serving in the role of Corporate Senior Vice President, Community Finance and Community Affairs during her career at Capital One Financial Corporation. Her other experience includes serving as Regional Executive, Central U.S. Community Development Banking for Bank of America Corporation from 1999 to 2006; Vice President, Corporate Banking for JP Morgan Chase & Company from 1992 to 1999; and Vice President, Commercial Real Estate Lending for Bank United Corporation. Ms. Bailey previously served as a trustee for Enterprise Community Partners and on the boards of Community Preservation Development Corporation, Affordable Housing Investors Council, Capital One Foundation and the Affordable Housing Tax Credit Coalition. Among other qualifications Ms. Bailey brings significant management, financial and regulatory experience to our Board of Directors. She completed the Sustainability and Climate Risk Certification (SCR) from the Global Association of Risk Professionals, furthering her expertise as a sustainability and climate risk leader. Her extensive leadership background and knowledge in strategic financial related matters provide her with managerial and financial expertise that is utilized by our Board of Directors. These skills and experiences qualify her to serve on our Board of Directors. She has received Director Certification from the National Association of Corporate Directors.

						Kelly H. Barrett, 58, has served as a director of the Company since December 2020. Prior to her retirement in 2018, Ms. Barrett was employed by The Home Depot for sixteen years, commencing in 2003 serving in various roles of increasing responsibility including most recently as Senior Vice President-Home Services where she ran the $5 billion Home Services division of The Home Depot, including in-home sales and installation, operations, customer contact centers as well as contractor sourcing, onboarding and compliance. She also held the positions of Vice President-Internal Audit and Corporate Compliance, Senior Vice President - Enterprise Program Management and Vice President-Corporate Controller. Before joining The Home Depot, Ms. Barrett served for more than 10 years in senior management positions and ultimately as Senior Vice President and Chief Financial Officer of Cousins Properties Incorporated, a publicly traded real estate investment trust. Ms. Barrett has served on the Board of Directors of EVERTEC, Inc. (NYSE: EVTC), a full service transaction processing business since May 2021 and the Board of Directors of Piedmont Office Realty Trust, Inc. (NYSE: PDM), a real estate investment trust since 2016, and Americold Realty Trust (NYSE: COLD), since May 2019. She previously served on the Board of Directors of State Bank Financial Corporation from 2011 to 2016 and Former Parent from May 2019 to November 2020. Her leadership positions in the Atlanta community include currently serving on the National Association of Corporate Directors Atlanta Chapter Board, Board of the Metro Atlanta YMCA, where she was formally Chair of the Board, a member of the Georgia Tech Foundation Board of Trustees and the Advisory Board of Scheller College of Business at Georgia Tech where she was formally the Chair of the Board. She has previously served on the Board of the Girl Scouts of Greater Atlanta, Partnership Against Domestic Violence and the Atlanta Rotary Club. Among other qualifications, Ms. Barrett brings significant operational management and financial experience to our Board of Directors. Her experience in multiple senior executive leadership positions and service on other boards provide her with retail operations, accounting, financial and compliance expertise which are utilized by our Board of Directors. She is also NACD Directorship Certified. These skills and experiences qualify her to serve on our Board of Directors.

						Douglas A. Lindsay, 52, has been a director of the Company since December 2020 and currently serves as CEO of the Company. He previously served as the Chief Executive Officer of the Aaron's Business from July 2020 to November 2020 and was the President of the Aaron's Business from February 2016 to June 2020. Prior to that Mr. Lindsay served as the Executive Vice President and Chief Operating Officer at ACE Cash Express from February 2012 to January 2016. Previously Mr. Lindsay also served as the Executive Vice President and Chief Financial Officer from June 2007 to February 2012 and the Vice President, Finance and Treasurer from February 2005 to June 2007. His leadership positions in the Atlanta Community include currently serving on the Executive Committee of the Atlanta Chamber of Commerce and he is a member of Rotary Club of Atlanta. He is also a National Trustee - Southeast for the Boys and Girls Club of America. Among other qualifications, Mr. Lindsay brings significant operational and financial experience to our Board of Directors. His considerable senior management and leadership experience and intimate knowledge of our business and operations provide him with strategic and operational expertise, which are utilized by our Board of Directors. These skills and experiences qualify him to serve on our Board of Directors.

Name (Age)						Position with the Company and Principal Occupation During the Past Five Years
Rachel G. George (43)						Executive Vice President, General Counsel, Corporate Secretary, Chief Compliance Officer and Chief Corporate Affairs Officer since August 2021. Executive Vice President, General Counsel, Corporate Secretary & Chief Corporate Affairs Officer from November 2020 to July 2021. Prior to joining the Company, she served as Senior Vice President and Deputy General Counsel of Navient Solutions, a financial services company, a position she held since January 2018. Prior to that time, Ms. George was Vice President and Deputy General Counsel of Navient Solutions from July 2017 to December 2017, and Vice President and Associate General Counsel of Navient Solutions from April 2015 to June 2017. Prior to that, Ms. George was a partner at Chapman and Cutler LLP from 2012 to March 2015.
Douglass L. Noe (53)						Vice President, Corporate Controller and Principal Accounting Officer since March 2021. He previously served as Vice President, Corporate Controller from January 2021 to March 2021. Prior to joining the Company, Mr. Noe served as Vice President, Controller of Acoustic, L.P., a marketing software solutions provider, from August 2019 to December 2020. Prior to that he served as the Senior Vice President, Corporate Controller and Treasurer of Premiere Global Services, Inc., a conferencing and collaboration provider, from June 2009 to August 2019. He also served as the Vice President and Corporate Controller of ChoicePoint, Inc., an information and decision-making technology provider, from October 2006 to June 2009.
Stephen Olsen (51)						President since December 2020. He previously served as President of the Aaron's Business from July 2020 to November 2020. Prior to that he served as Chief Operating Officer of the Aaron's Business from April 2020 to June 2020 and as Chief Merchandising, Supply Chain and Transformation Officer of the Aaron's Business from December 2016 to March 2020. He also served as Senior Vice President and General Merchandising Manager of Total Wine and More from April 2013 to November 2016. Previously Mr. Olsen served as Chief Strategy Officer and Senior Vice President of Supply, E-commerce and Information Technology of Orchard Supply Hardware from June 2011 to February 2013 and as General Merchandising Officer and Senior Vice President from June 2010 to June 2011. Prior to working at Orchard Supply Hardware, Mr. Olsen served as Vice President, Merchandising in the Supplies/Office Products Division of Office Depot from November 2007 to May 2010.
C. Kelly Wall (48)						Chief Financial Officer since December 2020. He previously served as the Interim Chief Financial Officer for Former Parent from July 2020 to November 2020. Prior to that Mr. Wall served as Senior Vice President of Finance and Treasurer of Aaron's, Inc. from January 2019 to July 2020 and Vice President of Finance, Treasury and Investor Relations of Aaron's, Inc. from February 2017 to January 2019. Previously Mr. Wall served as Chief Financial Officer of CNG Holdings, Inc., a financial services company, from August 2016 to February 2017. Previously, Mr. Wall served as President of KW Financial Consulting LLC, a consulting company, from November 2015 to August 2016, and as Senior Vice President of Finance of TMX Finance, LLC from July 2013 to October 2015.

Our Board of Directors currently has three standing committees consisting of an Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee. From time to time, our Board of Directors may also establish ad-hoc committees at its discretion. Our Board of Directors has adopted a charter for each of its standing committees, copies of which are available on the Investor Relations section of the Company's website at https://investor.aarons.com. The current members of each committee are identified in the table below: 

Director

Audit Committee*

Compensation Committee

Nominating and  Corporate Governance Committee

Laura N. Bailey

Member

Member

Kelly H. Barrett

(Chair)

Member

Walter G. Ehmer

(Chair)

Member

Hubert L. Harris, Jr.

Member

(Chair)

Timothy A. Johnson

Member

Member

Marvonia P. Moore

Member

Member

Number of Meetings in Fiscal Year 2022

8

6

4

			*			All members of the Audit Committee have been designated as an “audit committee financial expert” as defined by SEC regulations.

The Compensation Committee has the authority to review and approve performance goals and objectives for the named executive officers in connection with the Company’s compensation programs, and to evaluate the performance of the named executive officers, in light of such performance goals and objectives and other matters, for compensation purposes. Based on such evaluation and other matters, the Compensation Committee determines the compensation of the named executive officers, including our Chief Executive Officer. The Compensation Committee also has the authority to approve grants of equity incentives and to consider from time to time, and recommend to our Board of Directors, changes to director compensation. The Compensation Committee may form and delegate its authority to subcommittees consisting of one or more members of the Compensation Committee or to management of the Company, subject to applicable law. For information regarding the role of executive officers and the Compensation Committee's independent compensation consultant in determining or recommending the amount or form of executive and director compensation, see "Compensation Discussion and Analysis" and "Non-Management Director Compensation in 2022" below.

The members of our Board bring a variety of backgrounds, qualifications, skills and experience that contribute to a well-rounded Board that we believe is uniquely positioned to effectively guide our strategy and oversee our operations. Diversity and inclusion are values embedded in our culture and fundamental to our business. We believe that a Board comprised of directors with diverse business and occupational experiences, skills, talents, expertise, educational backgrounds, and the diversity of race, ethnicity, gender, age and cultural backgrounds improves the dialogue and decision-making in the boardroom, contributes to overall Board effectiveness, helps strengthen our business and drives increased shareholder value.

Our Board currently consists of eight highly experienced and engaged members. Except for our Chief Executive Officer and Chairman of the Board, all of our directors are independent under the NYSE rules. We continually focus on Board composition to ensure an appropriate mix of tenure and expertise that provides fresh perspective and industry and subject matter experience.

The complexity of our business requires oversight by experienced, informed individuals that understand the industry and challenges, and our Company on a deep level. Our directors' diverse backgrounds contribute to an effective and well-balanced Board that is able to provide valuable insight to, and effective oversight of, our senior management team.

Experience and Skills Relevant to the Successful Oversight of our Strategy

Experience and Skills Relevant to Effective Oversight, Cybersecurity, Climate and Governance

Director

Other Board Service

Consumer Services Industry

Operational Experience

Financial Expertise

Compliance

Governance

Cybersecurity

Climate

Diversity

Management Experience

Laura N. Bailey

X

X

X

X

X

X

X

X

X

Kelly H. Barrett

X

X

X

X

X

X

X

X

X

Walter G. Ehmer

X

X

X

X

X

X

X

Hubert L. Harris

X

X

X

X

X

X

X

Timothy A. Johnson

X

X

X

X

X

X

X

X

Douglas A. Lindsay

X

X

X

X

X

X

Marvonia P. Moore

X

X

X

X

X

X

X

X

X

X

John W. Robinson III

X

X

X

X

X

X

X

•Other Board Service. We value broadening experiences that other board service provides such as exposure to different leadership styles, corporate cultures and business models as well as deepening a directors knowledge of governance and understanding of board dynamics and director expectations.

•Consumer Services. Directors with relevant experience in consumer services provide important insights to our Board.

•Operational Experience. We seek directors who possess an understanding of financial, operational and strategic issues facing retail companies.

•Financial Expertise. We value an understanding of finance and financial reporting processes because of the importance our company places on accurate financial reporting and robust financial controls and compliance. We also seek to have multiple directors who qualify as audit committee financial experts.

•Compliance. Our Company's business requires compliance with a variety of regulatory requirements across a number of federal and state jurisdictions. Our Board values the insights of directors who have experience advising or working at companies in regulated industries.

•Governance. Effective corporate governance helps to cultivate a company culture of integrity and can signal to the market that the company is well managed and that the interests of management are aligned with external stakeholders. We believe that a board comprised of directors with a strong understanding and experience with corporate governance contributes to the overall effectiveness of the Company.

•Cybersecurity. Our Board recognizes the important role of information security and mitigating cybersecurity and other data security threats, as part of our efforts to protect and maintain the confidentiality and security of customer, team member and vendor information, and non-public information about our Company. Our Board values the insights of directors with a strong understanding and experience in cybersecurity matters. The Board considers cybersecurity expertise to include education, certifications and/or professional experience related to managing cybersecurity risks.

•Climate. In connection with our commitment to our ESG goals and initiatives, our Board values the insights of directors with a strong understanding and experience in climate-related matters. The Board considers climate expertise to include education, certifications and/or professional experience related to managing climate-related risks.

•Diversity. Diversity, equity and inclusion are values embedded in our culture and fundamental to our business. We believe that a board comprised of directors with diversity of race, ethnicity, gender and cultural backgrounds improves the dialogue and decision making in the boardroom and contributes to overall Board effectiveness.

•Management Experience. Directors who have served in relevant senior leadership positions bring unique experience and perspective. We seek directors who have demonstrated experience in governance, strategy and planning, and execution.

Our Nominating and Corporate Governance Committee will consider nominees recommended by shareholders. Any shareholder wishing to nominate a candidate for director at the next annual shareholders’ meeting must submit a proposal as described under "Additional Information—Shareholder Proposals for 2024 Annual Meeting of Shareholders" and otherwise comply with the advance notice provisions and information requirements contained in our amended and restated bylaws. The shareholder submission should be sent to Mr. Steve Olsen, who is the President of The Aaron’s Company, Inc., at 400 Galleria Parkway, S.E., Suite 300, Atlanta, Georgia 30339.

Shareholder nominees are evaluated under the same standards as other candidates for board membership described above in "Assessment of Director Candidates and Required Qualifications." In addition, in evaluating shareholder nominees for inclusion with the Board’s slate of nominees, the Nominating and Corporate Governance Committee and our Board of Directors may consider any other information they deem relevant, including (i) whether there are or will be any vacancies on our Board of Directors, (ii) the size of the nominating shareholder’s holdings in the Company, (iii) the length of time such shareholder has owned such holdings and (iv) any statements by the nominee or the shareholder regarding proposed changes in our operations.

Full Board

Audit Committee

Compensation Committee

Nominating & Corporate Governance Committee

Board and Committee Assessment

X

X

X

X

Board Composition & Nomination Process

X

X

Board Continuing Education

X

X

Board and Executive Succession Planning

X

X

Corporate Affairs & Sustainability

X

X

Information Systems, Information Security, Data Privacy, Cybersecurity & Technology Risks

X

X

Enterprise Risk Management

X

X

Legal, Ethics & Compliance

X

X

X

Executive Compensation

X

X

Compensation Risk Management

X

X

Financial Reporting

X

X

Internal Controls & Internal Audit

X

X

Related Party Transactions

X

X

Ethics Hotline Call Compliance and Internal Investigatory matters

X

X

Government Affairs

X

X

Financial Matters including Capital Expenditures, Annual Financial Plans and Dividends

X

Strategic Plan

X

Corporate Governance

X

X

Environmental, Social and Governance Matters

X

X

X

X

Investor Relations

X

As part of its risk oversight role, our full Board of Directors periodically receives reports from management, external professional advisors and others regarding various types of risks faced by the Company and the Company’s risk mitigation efforts related thereto, including cybersecurity risks and related mitigation efforts.  The Board receives presentations from management regarding trends in cybersecurity risks and risk mitigation initiatives and plans, including briefings on recent breaches at other companies and key takeaways and lessons learned that are applicable to our business. The Board also reviewed key cybersecurity-related benchmarks for the Company. In addition, our Board of Directors reviewed our cybersecurity-related investments, initiatives, and plans with management.

•Partnerships with Third Party Vendors: We are partnering with our utility management and waste management vendors to track and report out on the Company's consumption and resource usage to assist the ESG Committee in identifying opportunities to reduce the Company's overall carbon footprint.

The Aaron’s Company is committed to responsible and sustainable environmental conduct and continuously strives to improve its environmental performance and to minimize its environmental footprint to protect the environment and be a good corporate citizen for the communities we serve and beyond. The foundation of our environmental responsibility starts with the commitment from management to our Environmental Policy which outlines the governance framework to enable our environmental sustainability efforts. The Aaron's Company is engaging its team members on the importance of their participation in our environmental sustainability programs through our enhanced Code of Conduct and future training and awareness campaigns on these topics. The Aaron’s Company is working with external utility and waste management vendors to improve consumption metric tracking and to work towards establishing consumption goals. For 2023, the Company is committed to establishing a company-wide Green House Gas baseline for all Tier 1 and Tier 2 emissions across the enterprise. The Aaron’s Business is focused on improving its waste, energy, emissions, and water consumption and utilization through various programs and initiatives as follows.

Across our Company-owned Aaron's stores, Store Support Centers, fulfillment centers and service centers and divisional offices we have made progress in lowering our waste output. In 2022 we recycled approximately 14,970 tons of recyclable commodities and materials. These recycling efforts conserved the following resources and prevented these emissions:

•Replacing metal halide lighting with more energy efficient Versabay and LED lighting, with a goal of approximately 80%+ of our facilities containing LED lighting by the end of 2023, further reducing our energy demand;

We believe clean drinkable water and sanitation are human rights and essential to maintaining human and environmental health. Our business operations rely very little on water usage outside of the use of steam cleaners for our quality assurance procedures. To reduce the chance and severity of potential contamination we implemented and have maintained a storm-water run-off program since 2018 at our Woodhaven manufacturing operations.

•Martin Luther King Center. We continued our support of The King Center through a donation commemorating the life and legacy of Dr. Martin Luther King Jr. Day.

On December 31, 2022, we employed 10,060 full-time and part-time team members, the majority of which were full-time team members. Approximately 7,262 of our team members were Aaron's store, fulfillment center, service center or divisional/regional staff; 1,427 of our team members were BrandsMart store and warehouse staff; 369 of our team members were Woodhaven staff; and 1,002 of our team members were store support center staff supporting Aaron’s, BrandsMart, and Woodhaven. None of our team members are covered by a collective bargaining agreement, and we believe that our relations with team members are good, driven by our commitment to listen, learn, and continually improve.

			Year Ended December 31, 2022
			Male						Female						Undisclosed
Total Workforce			66.4		%				32.4		%				1.2		%
Management			71.2		%				28.7		%				0.1		%

			Year Ended December 31, 2022
			Hispanic or Latino			White			Black or African American			Native Hawaiian or Pacific Islander						Asian						American Indian or Alaskan Native			Two or More Races			Undisclosed
Total Workforce			19.6		%	34.0		%	28.1		%	0.3		%				0.9		%				0.8		%	2.1		%	14.2		%
Management			14.5		%	46.0		%	17.2		%	0.3		%				1.1		%				0.6		%	1.3		%	19.0		%

			Year Ended December 31, 2022
			Baby Boomer1			Gen-X2			Millennial3			Post Millennial/Gen-Z4
Total Workforce			8.5		%	28.1		%	45.8		%	17.6		%
Management			9.6		%	49.4		%	39.2		%	1.8		%

1 Born between 1946 – 1964 (i.e., Baby Boomer)

2 Born between 1965 – 1980 (i.e., Gen X)

3 Born between 1981 – 1996 (i.e., Millennial)

4 Born in 1997 or later (i.e., Post Millennial/Gen Z)

•Delivering on our Diversity and Inclusion vision, designed with the support and guidance of a strategic consulting

◦Developing, retaining, and attracting team members from diverse backgrounds;

◦Fostering a supportive environment that builds trust and makes team members feel comfortable;

◦Actively listening to the voice of team members to champion the best ideas; and

◦Enhancing communication channels to facilitate collaboration and promote transparency;

•Responding to Aaron's Business team member sentiments regarding Diversity and Inclusion gathered through an all-employee voluntary and anonymous survey, available to more than 9,000 Aaron's Business team members, one-on-one interviews and focus groups, and leadership culture sessions to inform future Diversity and Inclusion planning and programming, which resulted in actions that included, but were not limited to, adding two new Employee Business Resource Groups ("EBRGs") in 2022 with the creation of Aaron’s Veterans and Allies and Aaron’s Disability Education Collective;

•Successfully filling our newly created Diversity and Inclusion role focused on advancing the Company's Diversity and Inclusion vision and strategic priorities;

•Providing our full-time Aaron’s Business team members with a floating holiday that provides one additional day of leave time to celebrate a day that is special to them;

•Connecting an incentive compensation goal in the Aaron's Annual Incentive Plan ("AIP") to the completion of two or more hours of curated Diversity and Inclusion related content by each eligible team member through our third-party learning content platform, resulting in more than 785 hours of Diversity and Inclusion content consumed by this AIP eligible population;

•Providing in-person unconscious bias training through a Diversity and Inclusion expert to all Aaron's Business Vice Presidents and above and incorporating this training as a component of the executive incentive compensation plan;

•Providing access to unconscious bias training for all people leaders across the Aaron's Business through an e-learning platform;

•Providing executive sponsorship, monetary, and other support to each of the Aaron's Business EBRGs, each of which allow a safe space for traditionally underrepresented team members and their allies to connect and discuss experiences, provide educational and motivational events, enable mentorship opportunities for team members, provide professional development opportunities, and support the Company’s objectives related to developing team members and creating diversity awareness. Our active EBRGs include:

•Aaron's Women's Leadership Network (AWLN), whose mission is to connect team members who want to attract, develop, and advance talented women leaders at Aaron’s;

•Aaron's Black Leadership Exchange (ABLE), whose mission is to exchange information and ideas that create a path for personal and professional development of Black team members while strengthening our connection with our customers and community;

•Aaron's Pride Alliance (PRIDE), whose mission is to increase awareness, inclusion and wellbeing of lesbian, gay, bisexual, transgender, and questioning team members at Aaron’s, and to provide resources for community members and allies;

•Inspiring Growth and Unity at Aaron's for Latinos/Hispanics (IGUAL), whose mission is to create a foundation that empowers Latinos at Aaron’s by advocating for the betterment of the Latino community, both internally and externally, with various areas of focus such as business transformation, engagement, growth and leadership development within the organization;

•Aaron's Veterans and Allies (AVA), whose mission is to connect veterans and allies within Aaron’s for the purpose of providing support and education, engaging the communities we serve, and fostering personal and professional development through mentorships and access to resources; and

•Aaron's Disability Education Collective (ADEC), whose mission is to connect disabled team members and their allies within Aaron’s to provide support, education, and tools for interactions with the disabled community, engage with the communities we serve to support and advocate for the disabled community, and support disabled team members with both personal and professional growth opportunities;

•Engaging the Aaron's Business Diversity and Inclusion Council, which includes leaders from multiple functional areas and executive leadership, to provide management with support and oversight to our EBRGs;

•Celebrating cultural events for our Aaron's Business team members led by our EBRGs, including, but not limited to, Black History Month, Women's History Month, National Hispanic Heritage Month, Pride Month, Día de los Muertos, Juneteenth, International Day of Tolerance, International Women's Day, Martin Luther King, Jr. Day, Veteran's Day,

•Providing more inclusive ways for Aaron's Business team members to self-identify from a gender identity perspective;

•Utilizing diversity job boards to advertise job opportunities within the Aaron's Business;

•Participating in the Metro Atlanta Chamber's ATL Action for Racial Equity; and

•Conducting a talent review process designed to utilize a multi-factor approach to understand the talents of our Aaron's Business field leadership team members and their potential to become future Company leaders.

•Providing all Aaron’s Business store support team members and all Aaron's Business management access to a library of more than 16,000 third-party courses enabling the development of new skills that contribute to career growth and development. Team members consumed more than 5,300 hours of learning via this third-party platform in 2022. In addition, this learning content is scanned and reviewed internally, leading to targeted library content that focuses on topics and content areas determined to be of greatest relevance and importance to the organization;

•Delivering an in-house designed continuous learning program to avail Aaron's store team members a career path with the destination of their choosing while using custom learning solutions designed to add and confirm both competencies and proficiencies throughout all levels of their career. The learning takes a blended approach involving formal courses, self-directed learning, and on-the-job applications. In addition, the curriculum features internal experts educating and coaching others;

•Coordinating and deploying training to our management-level team members in 2022, including compliance, ethics and leadership training;

•Providing team members with recurring training on critical issues such as safety and security, compliance, ethics and integrity, and information security;

•Gathering engagement feedback from our team members on a regular basis and responding to that feedback in a variety of ways including personal, one-on-one interactions, team meetings, leadership communications, and town hall meetings with team members, led by senior executives;

•Offering health, dental, and vision benefits for all eligible team members, including our eligible hourly store-based, fulfillment center, manufacturing, and call-center team members;

•Matching team members’ 401(k) plan contributions of up to 5% of eligible pay after one year of service;

•Providing paid time off (including volunteer activities in the community for eligible team members);

•Providing employee discounts for merchandise purchased;

•Providing confidential counseling for Aaron's Business team members through our Employee Assistance Program (“EAP”);

•Providing a comprehensive suite of wellbeing offerings, including unlimited health coaching sessions, unlimited financial coaching sessions with a certified financial planner, and emotional support through our EAP counseling sessions and unlimited behavioral health coaching sessions via text, at no cost to our Aaron's Business team members;

•Providing paid parental leave to eligible Aaron's Business team members – maternity, paternity and adoption;

•Offering a tuition reimbursement program that provides eligible Aaron’s Business team members up to $3,000 per year (increased from $1,500 in prior years) for courses related to current or future roles at the Company; and

•Offering an employee stock purchase program for eligible Aaron's Business team members with a lookback and discount.

•Dedicated health & safety team providing program oversight and continued maturation efforts;

•Required annual and new hire formal safety training curriculum;

•Environmental, Health & Safety Audit Program for our fulfillment centers, service centers and manufacturing operations;

•Three lines of defense for safety auditing and checklist at Company operated retail stores;

•Driver qualification program;

•Continued investment in equipment and technology to provide our team members with the safest experience;

•Reporting on safety Key Performance Indicators to field and senior management regularly; and

•Oversight and governance by our Safety Committee made up of key executives and other members of management.

All of our team members earn more than the federal minimum wage. The average hourly wage of a full-time hourly operations employee in our Company-operated stores, fulfillment and service centers, and divisional support staff, as of December 31, 2022, is $15.65, with a meaningful portion of those team members earning an average hourly wage of $16.50 or more. The average total compensation and benefits for a full-time hourly operations employee in our Company-operated stores, fulfillment -and service centers, and divisional support staff is approximately $35,000 including wages, bonuses and benefits, such as paid time off. Also, more than 97% of our Company-operated stores, fulfillment and service center, and divisional support staff team members are eligible to earn an incentive payment which allows us to meaningfully reward our high performing team members.

The Company respects the rights of workers who offer services and create the products that we purchase from our suppliers. We communicate our expectations to provide us with safe, energy-efficient, high-quality products, and we hold our suppliers to a high standard because we strive to be an example of good human rights and labor practices throughout our business activities. We take care in the selection of our suppliers, and Aaron's also communicates its expectations on social

conditions, worker safety and integrity in the workplace, and compliance with applicable laws through Aaron's Supplier Code of Conduct. The Supplier Code of Conduct outlines Aaron's expectations with respect to hiring practices, forced labor, child labor, discrimination, and other labor rights. Aaron's suppliers must comply with the Supplier Code of Conduct, conduct their business with a high level of integrity, and maintain accurate records to demonstrate that compliance. Specifically, Aaron's requires its suppliers, in accordance with applicable laws, to meet the following standards per the Supplier Code of Conduct and standard terms and conditions:

•Treat all workers with dignity and respect;

•Provide a safe, healthy, and clean work environment;

•Provide safe and healthy housing if supplier provides residential housing for its team members;

•Provide a discrimination, harassment, and punishment free environment;

•Pay workers at least the minimum wage and benefits required;

•Follow minimum working hour restrictions;

•Prohibit child labor, forced labor and human trafficking; and

•Comply with applicable laws (including any changes from time to time).

Master Supply Agreement. We expect our suppliers to provide us with safe, energy-efficient, high quality products. We strive to set high expectations for our suppliers. Suppliers that enter into our Master Supply Agreement represent and warrant that all products are manufactured, packaged, tagged and sold in compliance with all applicable laws and are legal for retail re-sale in each store that we operate without violation of any law. Specifically, all products must be packaged, labeled and tested in compliance with all applicable laws and the supplier must obtain and maintain all permits, licenses, certifications and registrations required by all applicable laws to provide their products.

Vendor Oversight Program. The Aaron's Business has a Third Party Oversight Program that manages the risk of our third party relationships. We assess our vendors' compliance with applicable laws, regulations, and industry standards and negotiate appropriate contractual provisions to mitigate risk. We expect each of our vendors to appropriately manage its internal risks as well as risks the relationship poses to our Company.

•Majority independent Board;

•Independent Lead Director;

•Fully independent standing committees; and

•Executive session of non-employee directors at all regularly scheduled Board meetings.

•Separate Chief Executive Officer and Chairman of the Board roles;

•Risk oversight;

•Oversight of political and social engagement, including the Company's Government Relations Program;

•Robust stock ownership guidelines;

•Anti-hedging and anti-pledging policy;

•Periodic review of governance policies and committee charters;

•Oversight of ESG initiatives by the Nominating and Corporate Governance Committee;

•Broad director diversity search criteria;

•Limit directors who serve as executive officers at other companies to one public company directorship in addition to the Board and limit all other directors to four public company directorships in addition to the Board; and

•Director orientation and continuing education.

•Board oversight of company strategy;

•Annual Board evaluations;

•Commitment to Board refreshment and succession planning; and

•Focus on management succession planning.

•Right of shareholders to call special meeting;

•No supermajority voting requirements; and

•Majority voting in director elections.

The table below provides the compensation earned by our non-employee directors for 2022.

Name						Fees Earned or  Paid in Cash ($)						Stock Awards($)(1)						Total ($)
Laura A. Bailey(2)(3)						102,500						135,000						237,500
Kelly H. Barrett (2)(4)						130,000						135,000						265,000
Walter G. Ehmer(2)(5)						117,500						135,000						252,500
Hubert L. Harris, Jr. (2)(6)						142,500						135,000						277,500
Timothy A. Johnson(2)(7)						105,000						135,000						240,000
Marvonia P. Moore(2)(8)						97,500						135,000						232,500
John W. Robinson(2)(9)						180,000						135,000						315,000

Named Executive Officer			Position with Company
Douglas A. Lindsay			Chief Executive Officer
Stephen Olsen			President
C. Kelly Wall			EVP – Chief Financial Officer
Rachel G. George			EVP – General Counsel, Corporate Secretary, Chief Compliance Officer & Chief Corporate Affairs Officer
Douglass L. Noe			VP – Corporate Controller and Principal Accounting Officer

Our compensation program is designed to attract, motivate, and retain key executives by offering market-competitive pay opportunities with an emphasis on incentive compensation and pay for performance. We believe our 2022 performance and pay results are indicative of our objective, demonstrating a strong link between pay and performance.

What We Do						What We Don’t Do
ü    Independent Compensation Committee assisted by an independent consultant						û No repricing or cash buyouts of stock options without shareholder approval
ü    We annually assess Company compensation policies to ensure that the features of our program do not encourage undue risk						û No excise or other tax gross-ups on change-in-control payments
ü    All executives are "at will" team members, with no employment agreements for NEOs						û No hedging or pledging of Company stock
ü    Pay mix that emphasizes performance-based compensation over fixed compensation (approximately 84% is at risk based on performance or time-based vesting requirements for CEO and approximately 66% for all other NEOs)						û No excessive perquisites or other benefits
ü Pay mix that emphasizes long-term, equity-based incentives over short-term cash incentives						û No single-trigger severance benefits upon a change-in-control
ü Incentive plans that measure financial success through various measures, focused on growth, profitability, and returns						û No payment of dividends on unearned or unvested shares
ü Robust and meaningful incentive plan targets and ranges, with capped incentive payouts						û No guaranteed bonus payments
ü Double-trigger equity vesting acceleration upon a change of control
ü Meaningful stock ownership requirements
ü Formal clawback policy to recoup performance-based compensation from our senior executives, including NEOs, under certain prescribed acts of misconduct

The three primary components of each NEO's total direct compensation for 2022 were as follows:

Component						Terms and Objectives
Base Salary						•Fixed amount of compensation for performing day-to-day job responsibilities intended to reflect the scope of an executive’s role. •Reviewed annually for potential adjustment based on factors such as market levels, individual performance, and scope of responsibility.
Annual Cash Incentive Award						•Variable performance-based annual award opportunity based on achievements with respect to financial and operational performance goals.
Long-Term Equity Incentive Award						•Aligns executive interests with shareholders. •To balance long-term performance and retention, regular annual 2022 equity awards were made in the form of 50% performance shares, 20% stock options, and 30% time-based restricted stock awards.

The Compensation Committee did not set a prescribed mix or allocation for each component, but rather focused on total direct compensation when making compensation decisions for our executives. In making these decisions, the Compensation Committee also considered the following related factors: (i) performance against corporate and individual objectives for the fiscal year; (ii) performance of general management responsibilities; (iii) the value of any unique skills and capabilities; (iv) contributions as a member of the executive management team; and (v) competitive market considerations.

2022 Performance			2022 Executive Pay Results
•Adjusted EBITDA1 was $144.1 million, which was which was 77.7% of the EBITDA target of $185.4 million for 2022.			•Adjusted EBITDA performance fell below threshold resulting in no payout for that component (weighted at 80%).
•All Strategic/Compliance Goals2, established in the first quarter of 2022, for the Company were fully achieved			•Strategic/Compliance goal performance (weighted at 20%) resulted in 125% achievement, however, due to the shortfall in Adjusted EBITDA performance, awards were reduced by 50%.
			•Annual cash incentive awards based on financial and strategic performance as described above were earned at of 12.5% of target.
1 Adjusted EBITDA is a measurement of our performance not calculated in accordance with generally accepted accounting principles in the United States (“GAAP”) and is based on GAAP earnings before interest expense, taxes, depreciation, and amortization for the Company, adjusted for certain non-GAAP items related to non-routine items that are not reflective of ordinary earnings activity. Adjusted EBITDA results reflect adjustments to exclude restructuring charges, separation costs associated with the separation and distribution that resulted in our spin-off into a separate publicly-traded company, acquisition-related costs and a goodwill impairment charge recognized for the Aaron's Business reporting unit. The Adjusted EBITDA result listed above also excludes the results of BrandsMart for the year ended December 31, 2022, as the targets for 2022 incentive performance were established prior to the closing of the acquisition of BrandsMart. For a reconciliation of Adjusted EBITDA to the closest GAAP measurement, refer to the reconciliation set forth in Appendix A.
2 Strategic/Compliance Goals established in the first quarter of 2022 focused on (1) digitizing customer files, (2) enhancing store-based training for key operational compliance policies, (3) enhancing corporate monitoring and testing, (4) requiring Diversity and Inclusion training, and (5) introducing an in-cab camera pilot program.

• providing information on trends and related legislative, regulatory, and governance developments;

• reviewing and recommending any changes to the peer group used for comparative market analysis for the consideration and approval of the Compensation Committee;

• conducting competitive assessments of executive compensation levels and incentive program designs;

• consulting on compensation for outside directors;

• conducting a review of the compensation programs from a risk assessment perspective;

• assisting with review and disclosures regarding the executive compensation programs; and

• reviewing the Compensation Committee’s annual calendar and related governance matters.

Peer Groups. With respect to 2022 compensation decisions, the Compensation Committee referenced the market benchmarking study that was conducted by Exequity in 2021, which included peer group and survey data. The peer group used in that study was proposed by Exequity and approved by the Compensation Committee. That peer group, which is listed below includes 15 companies representing a blend of retail and consumer finance companies selected based on similarity in terms of size, complexity, and business focus. The peer group served as the principal reference group for our Company's executives. The survey data serves as a secondary reference and includes general industry companies with similar revenues sourced from Willis Towers Watson 2021 General Industry Executive Compensation Survey.

Consumer Finance Companies						Retail Companies
OneMain Holdings, Inc.						Big Lots, Inc.
FirstCash Holdings, Inc.						Rent-A-Center, Inc.
Encore Capital Group, Inc.						RH
CURO Group Holdings Corp.						Sleep Number Corporation
EZCORP, Inc.						Ollie’s Bargain Outlet Holdings, Inc.
Enova International, Inc.						Conn’s, Inc.
Credit Acceptance Corporation						Haverty Furniture Companies, Inc.
						Ethan Allen Interiors, Inc.

1 Five Below and The Michaels Companies, Inc. were eliminated from the peer group.

• internal comparisons to similar roles;

• individual performance throughout the year; and

• overall economic climate and Company performance.

Base Salary for 2022. The Compensation Committee adjusted base salaries of our NEOs (other than Messrs. Lindsay and Noe) in 2022 as a result of the annual market review and in connection with Mr. Olsen taking over leadership of the BrandsMart business segment. The 2022 annual base salary rates for our NEOs, as well as such rates for 2021, are set forth in the table below:

Named Executive Officer			2021 Base Salary Rate			2022 Base Salary Rate
Douglas A. Lindsay			$	850,000		$	850,000
Stephen Olsen			$	600,000		$	625,000
C. Kelly Wall			$	500,000		$	525,000
Rachel G. George			$	475,000		$	500,000
Douglass L. Noe			$	255,000		$	255,000

Named Executive Officer			2021 Target Annual Incentive			2022 Target Annual Incentive
Douglas A. Lindsay			$	1,000,000		$	1,200,000
Stephen Olsen			$	600,000		$	675,000
C. Kelly Wall			$	325,000		$	375,000
Rachel G. George			$	310,000		$	325,000
Douglass L. Noe			$	87,534		$	89,250

Performance Goals and Results. For the 2022 annual cash incentive plan, we returned to an annual plan with Adjusted EBITDA weighted at 80% and Strategic/Compliance Goals weighted at 20% to assess Company financial and strategic performance. For Adjusted EBITDA, the payout range was from 25% of target (if threshold performance was achieved) to 200% of target (if maximum performance was achieved), with interpolation of performance between the threshold and target zone and interpolation between target zone and maximum levels. For Strategic/Compliance Goals, the payout ranged from 25% (if threshold performance was achieved) to 125% of target (based on the number of Strategic/Compliance Goals achieved). At the start of the year, the Compensation Committee established five discrete Strategic/Compliance goals for the NEOs as described above, performance against which was evaluated by the Compensation Committee following the 2022 fiscal year. The overall payout range factoring in both Adjusted EBITDA and Strategic/Compliance Goals is 5% (if threshold performance was achieved) to 185% of target.

Annual Cash Incentive Plan Performance
($ Million)						Weight						Plan Performance Range																								Actual Performance and Payout
Metric												Threshold						Target Zone(1)												Maximum						Year Ending 12/31/2022			% of Target			Payout Calculation
Adjusted EBITDA						80%						$157.6						$180.7			-			$190.0						$222.4						$144.1			77.7%			0%
Potential Payout %												25%						100%												200%
Strategic/Compliance Goals						20%						3 Projects						4 Projects												5 Projects						5 Projects			125.0%			62.5%
Potential Payout %												25%						100%												125%						Final Payout						12.5%

(1) If actual performance falls within this range, then payout is at 100% of target.

Named Executive Officer			Target Annual Cash Incentive			Award Payout under Annual Cash Incentive Plan
Douglas A. Lindsay			$1,200,000			$150,000
Stephen Olsen			$675,000			$84,400
C. Kelly Wall			$375,000			$46,900
Rachel G. George			$325,000			$40,600
Douglass L. Noe1			$89,250			$16,500
(1) Although Mr. Noe’s final annual incentive award payout is generally calculated in the same manner as the other NEOs, he is eligible to receive quarterly payments based upon performance during the first three quarters of the fiscal year (capped at 20% of the annual target award per quarter), with an adjustment at the end of the year based on the overall annual performance against the same targets applicable to the other NEOs. His bonus amount reflects a payout made after the first quarter of 129.2% of target for such quarter. This reflects 111.3% achievement on the Q1 EBITDA target of $40.8M - $50.4M, and on target compliance achievement. Subsequent quarterly performance was below threshold and as a result, no additional payouts were made to Mr. Noe. Mr. Noe’s payout based on Q1 performance resulted in a slightly higher payout than he would have received based on the full annual results; however, for administrative convenience and given that the overpayment was not material, the company elected not recover the excess amount. As a result, Mr. Noe’s final payout as a percentage of his annual target award was 18.5% (instead of 12.5% like the other NEOs).

• reward the achievement of business objectives that the Compensation Committee believed would benefit shareholders;

• further align the interests of senior management with those of shareholders; and

• assist with retaining senior management to help ensure continuity of leadership.

Equity Award			Objective			Key Features
Performance Shares (PSUs)			•50% of the award is tied to Adjusted EBITDA performance with the intention of continuing the emphasis on earnings growth over the long term. •50% of the award is tied to rTSR to ensure alignment with shareholder returns. •3-year performance period.			•The Adjusted EBITDA performance metric has a 3-year performance period with three annual performance goals set at the beginning of the performance period. Any shares earned will vest at the end of the 3-year performance period. •The rTSR performance metric has a 3-year performance period, and any shares earned will vest at the end of the 3-year performance period.
Stock Options			•Aligns executives with shareholders, with the value of an award realized only if the stock price appreciates following the date of grant.			•Pro rata annual 3-year vesting, with vesting generally occurring in three equal increments following the first, second, and third anniversaries of the grant.
Restricted Stock			•Addresses competitive concerns with a focus on retaining key executives needed to realize long-term performance objectives.			•Pro rata annual 3-year vesting, with vesting generally occurring in three equal increments following the first, second, and third anniversaries of the grant.

Target Awards. The Compensation Committee adjusted LTI targets for our NEOs (other than Messrs. Lindsay and Noe) in 2022 as a result of the annual market review and in connection with Mr. Olsen taking over leadership of the BrandsMart business segment. Target annual awards for 2022 for our NEOs are shown below, with a comparison against the 2021 LTI target for each NEO.

Named Executive Officer			2021 LTI Target			2022 LTI Target
Douglas A. Lindsay			$	3,550,000		$	3,550,000
Stephen Olsen			$	800,000		$	950,000
C. Kelly Wall			$	500,000		$	625,000
Rachel G. George			$	475,000		$	550,000
Douglass L. Noe			$	127,500		$	127,500

The annual LTI target awards that were granted to our NEOs pursuant to the 2022 program structure are set forth in the table below:

Named Executive Officer						Stock Options			+			Restricted Stock			+			PSUs			=			2022 LTI Value Target
Douglas A. Lindsay1						$710,000						$1,065,000						$1,775,000						$3,550,000
Stephen Olsen1						$190,000						$285,000						$475,000						$950,000
C. Kelly Wall1						$125,000						$187,500						$312,500						$625,000
Rachel G. George1						$110,000						$165,000						$275,000						$550,000
Douglass L. Noe2						$—						$63,750						$63,750						$127,500
1 Equity awards were made in the form of 50% performance shares, 20% stock options, and 30% time-based restricted stock awards in 2022.
2 Equity awards were made in the form of 50% performance shares and 50% time-based restricted stock awards in 2022.

Named Executive Officer						Stock Options			+			Restricted Stock			+			PSUs			=			2022 LTI Shares at Target
Douglas A. Lindsay						75,150						49,680						82,760						207,590
Stephen Olsen						20,130						13,290						22,160						55,580
C. Kelly Wall						13,230						8,760						14,580						36,570
Rachel G. George						11,640						7,710						12,840						32,190
Douglass L. Noe						—						3,000						2,980						5,980

2022 Performance Goals and Results. For 2022, 50% of the PSUs granted were tied to Adjusted EBITDA and 50% tied to rTSR (relative TSR) measured against the S&P 600 Specialty Retail Group. The Compensation Committee established annual goals for Adjusted EBITDA performance, including threshold, target, and maximum performance for each of the three years within the performance period (2022, 2023 and 2024). The number of shares that may be earned based on Adjusted EBITDA results ranges from 25% to 200% of target. The number of shares ultimately awarded with respect to PSUs tied to Adjusted EBITDA results will be based on the average payout percentage for the three year performance period.

The Compensation Committee established goals for the rTSR performance measure in the PSU program, consisting of a threshold, target, and maximum performance goal for the full 3-year performance period ending in 2024. The number of shares that may be earned based on rTSR results ranges from 50% to 200% of target. For purposes of the 2022 PSU awards, “rTSR” performance is determined by the percentile rank of the Company’s total shareholder return among the total shareholder returns of the members of the S&P 600 Specialty Retail Index (the “rTSR Peer Group”) for the 3-year performance period. The members of the rTSR Peer Group will be adjusted during the performance period upon certain events, such as if a member of the rTSR Peer Group files for bankruptcy, is delisted or no longer publicly traded, or is acquired. “Total shareholder return” for the Company and each member of the rTSR Peer Group is a rate of return reflecting stock price appreciation, plus the reinvestment of dividends. The number of shares ultimately awarded with respect to the PSUs tied to rTSR results will be based on the Company's ranking at the end of the three-year performance period in 2024.

($ Million)						Weight						Plan Performance Range
Metric												Threshold						Target Zone1												Maximum
Adjusted EBITDA - 2022						50%						$157.6						$180.7			-			$190.0						$222.4
Adjusted EBITDA - 2023												$156.2						$190.4			-			$200.2						$234.4
Adjusted EBITDA - 2024												$166.1						$202.4			-			$212.8						$249.1
Payout Percentage												25%						100%												200%
rTSR						50%						25th Pctl						50th Pctl												75th Pctl
Payout Percentage												50%						100%												200%
(1) If actual performance falls within this range for Adjusted EBITDA, the payout is 100% of target.

In 2022, we transitioned our performance shares from a 1-year performance period with additional annual vesting, to a true 3-year performance plan. In connection with this design change, which more closely aligns with market norms and more

Named Executive Officer			Number of Restricted Shares			Grant Date Value of Shares Awarded
Douglas A. Lindsay			41,400			$888,030
Stephen Olsen			15,300			$328,185
C. Kelly Wall			14,580			$312,741
Rachel G. George			12,840			$275,418
Douglass L. Noe			3,000			$64,350

Stock Ownership Guidelines. The Compensation Committee, at its first meeting in early 2021, adopted stock ownership guidelines, requiring compliance within five years of policy adoption or appointment to role, to further align the interests of our senior executives with our shareholders. The table below summarizes the guidelines that apply to our executives. All of the NEOs that are subject to these requirements are currently in compliance with these guidelines or on target to be in compliance with these guidelines within the timeframe. Douglass Noe is not subject to stock ownership guidelines based on his current role and reporting level in the organization.

Feature						Provision
Required levels						5x base salary: Chief Executive Officer 2x base salary: President, EVP Chief Financial Officer, and EVP, General Counsel, Corporate Secretary, Chief Compliance Officer & Chief Corporate Affairs Officer
Shares counted toward guidelines						Stock owned outright Shares held in retirement accounts Unvested time-based RSUs and RSAs Earned but unvested PSUs "In the money" value of vested but unexercised stock options

Clawback Policy. The Company has adopted a policy that provides annual incentive and equity awards to our executive officers may be recouped if we restate our consolidated financial statements. Under this policy, covered team members including our NEOs may be required to repay to the Company the difference between the amount of incentives and awards received and the amount that would have been payable under the restated financial statements.

The Compensation Committee is in the process of further evaluating our clawback policy in light of the new SEC final rules and will make necessary changes as required to comply with the listing standards once they have been finalized.

Securities Trading Policy. As part of our Insider Trading Policy, all of our officers and directors are prohibited from trading any interest or position relating to the future price of our securities. These prohibited transactions include trading in puts, calls, short sales, or hedging transactions, but do not generally prohibit other purchases and sales of our common stock made in compliance with the limitations contained in our Insider Trading Policy. Pledging of Company securities is prohibited under our Insider Trading Policy.

Tally Sheets. The Compensation Committee reviewed tally sheets for select executives. These tally sheets provide a comprehensive view of target, actual, and contingent executive compensation payouts under a variety of termination and performance scenarios. The tally sheets allowed the Compensation Committee to understand the cumulative effect of prior pay decisions and stock performance, as well as the retentive ability of existing LTI, severance, and change-in-control arrangements. The tally sheets were intended to facilitate the Compensation Committee’s understanding of the nature and amounts of total compensation under our executive compensation program and to assist the Compensation Committee in its overall evaluation of the compensation program.

Our executive compensation program provides certain benefits and perquisites to our NEOs. The value of these benefits and perquisites generally represents a small portion of a NEO’s overall total compensation opportunity and does not materially influence the Compensation Committee’s decisions with respect to the salary and incentive elements of the compensation of our NEOs. The Compensation Committee expects to periodically review the perquisites and other personal benefits that we provide to senior management to help ensure they remain in the best interests of the Company and its shareholders.

Healthcare Benefits. Our NEOs receive a full range of standard benefits, including the medical, dental, vision, life and voluntary disability coverage available to our team members generally.

Retirement Plans. Our NEOs participate on the same basis as other team members in our 401(k) retirement plan, which we refer to as the 401(k) Plan, for all full-time team members. Team members with at least one year of service who meet certain eligibility requirements are eligible for a Company match.

Perquisites. Our NEOs may use company aircraft from time to time for non-business use. Incremental operating costs associated with such personal use is paid by the Company. The amount of income attributed to each NEO for income tax purposes from personal aircraft use is determined by the Standard Industry Fare Level method, and the executives are responsible for paying the tax on this income. The aggregate incremental cost of such use by each NEO, if any, is included under the "All Other Compensation" column of "Executive Compensation - 2022 Summary Compensation Table."

To attract and retain talented executives, we recognize the need to provide protection to our executives in the event of certain termination situations. The highly competitive nature of the relevant market for key leadership positions means we may be at a competitive disadvantage in trying to retain our current leaders or hire executives from outside the Company if we are not able to offer them the type of protections typically found in the market.

Under Section 162(m) of the Internal Revenue Code, compensation paid to certain executive officers (and, beginning in 2018, certain former executive officers) in excess of $1 million is not tax deductible. The Compensation Committee believes that the tax deduction limitation should not be permitted to compromise the Company’s ability to design and maintain executive compensation arrangements that will attract and retain the executive talent to compete successfully. Accordingly, achieving the desired flexibility in the design and delivery of compensation may result in compensation that in certain cases is not deductible for federal income tax purposes.

Consideration of Shareholder Advisory Vote. This Compensation Discussion and Analysis will be subject to an advisory say-on-pay vote at the Annual Meeting. Our Board and the Compensation Committee value the benefits of maintaining a dialogue with our shareholders and understanding their views. Although the say-on-pay vote is non-binding, the Compensation Committee intends to consider the outcomes of say-on-pay votes when making future compensation decisions for our NEOs and will consider adjustments to support our strategies and to remain market competitive.

The Compensation Committee operates pursuant to a written charter adopted by the Board of Directors and available through the Company's website, https://investor.aarons.com under "Corporate Governance"—"Highlights". The Compensation Committee is comprised of four independent members of the Board as defined under the listing standards of the NYSE and under the Compensation Committee's charter. The Compensation Committee is responsible for assisting the Board of Directors in fulfilling its oversight responsibilities with respect to executive and director compensation.

Walter G. Ehmer (Chair)

Kelly H. Barrett

Timothy A. Johnson

Marvonia P. Moore

Name and Principal Position						Year						Salary ($)						Bonus ($)						Stock Awards(1)($)						Option Awards(2)($)						Non-Equity Incentive Plan Compensation(3) ($)						All Other Compensation ($)												Total ($)
Douglas A. Lindsay						2022						850,000						—						4,169,151						710,168						150,000						29,644						(4),(5),(6)						5,908,963
Chief Executive Officer						2021						850,000						—						2,367,053						996,630						1,771,900						12,842												5,998,425
						2020						624,425						—						1,506,953						1,430,671						1,184,800						25,199												4,772,048
Stephen Olsen						2022						621,154						—						1,206,479						190,229						84,400						28,199						(4),(5),(6)						2,130,461
President						2021						600,000						—						533,990						224,851						1,063,100						22,385												2,444,326
						2020						547,115						—						625,947						306,312						743,400						22,800												2,245,574
C. Kelly Wall						2022						521,154						—						890,950						125,024						46,900						25,210						(4),(5),(6)						1,609,238
Chief Financial Officer						2021						500,000						—						334,234						140,532						575,800						24,010												1,574,576
						2020						393,395						250,000						364,684						156,209						382,300						22,800												1,569,388
Rachel G. George						2022						496,154						—						784,524						109,998						40,600						—												1,431,276
EVP — General Counsel, Corporate Secretary, Chief Compliance Officer and Chief Corporate Affairs Officer						2021						475,000						200,000						317,261						133,362						549,200						226,702												1,901,525
						2020						45,673						200,000						—						—						—						—												245,673
Douglass L. Noe						2022						255,000						—						208,475						—						16,500						12,766						(4),(5)						492,741
VP — Corporate Controller and Principal Accounting Officer						2021						250,096						—						128,602						—						155,000						—												533,698

Name			Grant Date						Estimated Possible Payouts Under Non- Equity Incentive Plan Awards(1)																		Estimated Future Payouts Under Equity Incentive Plan Awards(2)																		All Other Stock Awards: Number of Shares of Stock or Units(3) (#)						All Other Option Awards: Number  of Securities Under- lying Options(4) (#)						Exercise or Base Price of Option Awards ($/Sh)						Grant Date Fair Value of Stock and Option Awards(5) ($)
									Threshold ($)						Target ($)						Maximum ($)						Threshold (#)						Target (#)						Maximum (#)
Douglas A. Lindsay
AIP(6)									60,000						1,200,000						2,200,000
Adjusted EBITDA PSUs			2/25/2022																								10,345						41,380						82,760																								887,601
rTSR PSUs(7)			2/25/2022																								20,690						41,380						82,760																								1,327,884
RSAs			2/25/2022																																										49,680																		1,065,636
2022 Bridge RSAs			2/25/2022																																										41,400																		888,030
Stock Options(7)			2/25/2022																																																75,150						$	21.45					710,168
Stephen Olsen
AIP (6)									33,750						675,000						1,248,750
Adjusted EBITDA PSUs			2/25/2022																								2,770						11,080						22,160																								237,666
rTSR PSUs(7)			2/25/2022																								5,540						11,080						22,160																								355,557
RSAs			2/25/2022																																										13,290																		285,071
2022 Bridge RSAs			2/25/2022																																										15,300																		328,185
Stock Options(7)			2/25/2022																																																20,130						$	21.45					190,229
C. Kelly Wall
AIP (6)									18,750						375,000						693,750
Adjusted EBITDA PSUs			2/25/2022																								1,823						7,290						14,580																								156,371
TSR PSUs(7)			2/25/2022																								3,645						7,290						14,580																								233,936
RSAs			2/25/2022																																										8,760																		187,902
2022 Bridge RSAs			2/25/2022																																										14,580																		312,741
Stock Options(7)			2/25/2022																																																13,230						$	21.45					125,024
Rachel G. George
AIP (6)									16,250						325,000						601,250
Adjusted EBITDA PSUs			2/25/2022																								1,605						6,420						12,840																								137,709
rTSR PSUs(7)			2/25/2022																								3,210						6,420						12,840																								206,018
RSAs			2/25/2022																																										7,710																		165,380
2022 Bridge RSAs			2/25/2022																																										12,840																		275,418
Stock Options(7)			2/25/2022																																																11,640						$	21.45					109,998
Douglass L. Noe
AIP (6)									4,463						89,250						165,113
Adjusted EBITDA PSUs			2/25/2022																								373						1,490						2,980																								31,961
rTSR PSUs(7)			2/25/2022																								745						1,490						2,980																								47,814
RSAs			2/25/2022																																										3,000																		64,350
2022 Bridge RSAs			2/25/2022																																										3,000																		64,350
Stock Options(7)			2/25/2022																																																—						—						—