Deal Hudson
Atlanticus HoldingsAbout Deal W. Hudson
Deal W. Hudson is an independent director of Atlanticus Holdings Corporation, serving on the Board since 2002. He is 75 years old as of the 2025 record date and brings long-standing leadership experience from the not-for-profit sector, including his role as President of the Morley Institute (since 2004) and prior presidency of Morley Publishing Group (1995–2010), providing the Board perspective on corporate responsibility and community affairs .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Morley Publishing Group | President | 1995–2010 | Led religious publishing enterprise; governance insight on community/CSR |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Morley Institute | President | 2004–Present | Religious and educational think tank leadership; informs Board’s social impact perspective |
Board Governance
- Independence: The Board determined Hudson is independent under Nasdaq/SEC rules .
- Committees:
- Nominating & Corporate Governance Committee – Chair (met 2 times in 2024) .
- Compensation Committee – Member (met 4 times in 2024) .
- Social Impact Committee – Member .
- Attendance: In 2024 and 2023, each incumbent director attended at least 75% of Board and committee meetings; all seven directors attended the Annual Meeting of Shareholders (2024/2023) .
- Executive sessions: The Board schedules regular executive sessions of independent directors .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Annual Cash Retainer ($) | $50,000 | $50,000 |
| Meeting Fees – Board ($ per meeting) | $3,000 | $3,000 |
| Meeting Fees – Committee ($ per meeting) | $1,500 | $1,500 |
| Committee Chair Fees (Hudson as Nominating CG Chair) ($) | $10,000 | $10,000 |
| Fees Earned or Paid in Cash (Hudson) ($) | $84,000 | $87,000 |
| All Other Compensation (Hudson) ($) | — | — |
Performance Compensation
| Metric | 2024 | 2025 |
|---|---|---|
| Annual Director Stock Award – Shares | 2,000 shares (granted Jan 2, 2024) | 1,150 shares (granted Jan 2, 2025) |
| Vesting | Two equal annual installments | Two equal annual installments |
| Grant-date Fair Value (Hudson) ($) | $60,260 | $75,360 (reflects 2024 director stock awards recognized in 2024 director comp table) |
Notes:
- Director equity awards are time-based restricted stock; no options or PSUs were disclosed for directors in 2023–2024 .
- The company expects director cash fee levels to remain the same in 2025 .
Other Directorships & Interlocks
- No other public company directorships for Hudson are disclosed in the proxy statements; his external leadership is at the Morley Institute (non-profit) .
- Compensation Committee interlocks: None reported for Hudson (no relationships requiring related-party disclosure) .
Expertise & Qualifications
- Not-for-profit leadership: President of Morley Institute; prior head of Morley Publishing Group .
- Board contribution: Provides perspective on corporate responsibility and community affairs; supports integration of social considerations into Board decision-making .
Equity Ownership
| Metric | 2024 | 2025 |
|---|---|---|
| Beneficial Ownership – Shares | 69,855 | 65,492 |
| Percent of Class | <1% | <1% |
| Restricted Stock Count (beneficial ownership footnote) | Includes 3,150 restricted shares with sole voting/no investment power | Includes 2,150 restricted shares with sole voting/no investment power |
| Director Restricted Stock Held (as of year-end) | 2,800 (as of 12/31/2023) | 3,150 (as of 12/31/2024) |
| Shares Pledged as Collateral | None disclosed for Hudson |
Shareholder Voting Signals (Director Election & Say-on-Pay)
| Item | 2024 | 2025 |
|---|---|---|
| Hudson – Votes For | 7,671,598 | 10,510,660 |
| Hudson – Votes Withheld | 29 | 891,242 |
| Say-on-Pay – Votes For | N/A | 9,943,080 |
| Say-on-Pay – Votes Against | N/A | 1,457,916 |
| Say-on-Pay – Abstain | N/A | 905 |
| Say-on-Pay Frequency | N/A | Every Three Years approved (9,359,468 votes) |
Governance Assessment
- Committee leadership and breadth: Hudson chairs the Nominating & Corporate Governance Committee and serves on Compensation and Social Impact, indicating strong governance engagement and influence over board composition and director pay structures .
- Independence and attendance: Independent status with satisfactory attendance, and policy-based participation in annual meetings supports board effectiveness and investor confidence .
- Pay-for-performance alignment (director context): Director compensation is primarily cash plus time-based restricted stock; no performance metrics or options are used for directors, reducing risk of misaligned incentives yet limiting direct performance linkage. 2025 equity grant size decreased vs. 2024 (1,150 vs. 2,000 shares), suggesting a more conservative equity approach year-over-year .
- Ownership alignment: Hudson’s beneficial ownership is modest (<1%); no pledging disclosed, and hedging via short sales is prohibited, mitigating alignment/hedging concerns .
- Conflicts and related-party exposure: None disclosed for Hudson; Compensation Committee disclosure notes no relationships requiring related-party reporting, and related-party transactions primarily involve Hanna-affiliated entities, not Hudson .
RED FLAGS: None evident for Hudson in the latest disclosures (no pledging, no related-party ties, adequate attendance). Monitoring points: shareholder withheld votes in 2025 increased relative to 2024, though still within typical ranges for independent directors and lower than some peers; continued oversight of director compensation design and committee workloads is advisable .