REGIONAL MANAGEMENT CORP. Change in Directors or Principal Officers, Financial Statements and Exhibits (form 8-K/A)

RM

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 19, 2022, upon recommendation by the Corporate Governance and Nominating Committee of the Board of Directors (the "Board") of Regional Management Corp. (the "Company"), the Board increased the size of the Board from eight members to nine members and appointed Philip V. Bancroft as a new member of the Board, effective immediately. In addition to his appointment to the Board, Mr. Bancroft was also appointed to serve on the Audit Committee of the Board and the Risk Committee of the Board. He will stand for re-election to the Board at the Company's upcoming 2022 Annual Meeting of Stockholders. Mr. Bancroft will be eligible to receive compensation for his service as a non-employee director consistent with that of the Company's other non-employee directors (pro-rated for a partial year of service). The Board has determined that Mr. Bancroft is an independent director under applicable Securities and Exchange Commission and New York Stock Exchange rules. There are no arrangements or understandings between Mr. Bancroft and any other person pursuant to which Mr. Bancroft was selected as a director, and there are no transactions between Mr. Bancroft and the Company that would be reportable under Item 404(a) of Regulation S-K.

Mr. Bancroft, 62, is the former Chief Financial Officer and Executive Vice President of Chubb Limited (NYSE: CB), the largest publicly traded property and casualty insurance company in the world. He was the Chief Financial Officer of ACE Limited from 2001 prior to ACE's acquisition of Chubb in 2016, at which time he became the Chief Financial Officer of Chubb. Prior to ACE, Mr. Bancroft served as Partner-in-Charge for the New York Regional Insurance Group of PricewaterhouseCoopers (PwC) from 1996 to 2001, and spent nearly 20 years at PwC in various roles. He has served on the boards of various organizations, currently serving on Saint Joseph's University Haub School of Business/Advisory Board for Insurance Risk Management. He was certified as a public accountant and earned his Bachelor of Business Administration in Accounting from Temple University.

A copy of the Company's press release announcing the appointment of Mr. Bancroft to the Board is filed as Exhibit 99.1 to this Current Report on Form 8-K/A.

Item 9.01. Financial Statements and Exhibits.

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