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

(e) The Compensation Committee (the "Committee") of the Board of Directors of Regional Management Corp. (the "Company") annually reviews the annual base salary, bonus, equity-based incentives, and other benefits, direct and indirect, of the executive officers of the Company. On February 20, 2013, the Committee increased the annual base salary of A. Michelle Masters, Senior Vice President, Strategic Development of the Company, to $130,000 and increased Ms. Masters' target annual incentive bonus from 25% of her annual base salary to 30% of her annual base salary. In addition, the Committee increased the annual base salary of C. Glynn Quattlebaum, President and Chief Operating Officer of the Company, to $465,750. The Committee determined to increase Ms. Masters' and Mr. Quattlebaum's compensation based upon existing market conditions and a qualitative assessment of their individual performance.

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