Andrew K. Rostami
CREDIT ACCEPTANCEAbout Andrew K. Rostami
Andrew K. Rostami, age 45, is Chief Marketing and Product Officer at Credit Acceptance, having joined in April 2022 after senior roles at Citizens Financial Group (President, Citizens Pay; EVP, Head of Unsecured Lending & Cards) and prior work as a Principal at Bain & Company; he began his career as a software engineer in technology and financial services . Company performance metrics relevant to incentive alignment emphasize economic profit and share price: in 2024 GAAP net income was $247.9 million and economic profit $200.3 million, with cumulative TSR marked at $106.09 versus $198.91 for the Dow Jones U.S. Financial Services Index peer group (base $100 at 1/1/2020) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Citizens Financial Group, Inc. | President, Citizens Pay; EVP, Head of Unsecured Lending & Cards | 2014–2022 | Led consumer fintech product growth and unsecured lending/card businesses |
| Bain & Company | Principal | Not disclosed | Led programs in corporate strategy, sales/growth acceleration, and customer experience design/implementation |
| Technology/Financial Services firms | Software Engineer | Not disclosed | Early career technical foundation in product/technology within financial services |
External Roles
None disclosed in Company filings for public-company directorships or committee roles .
Fixed Compensation
| Metric | 2022 | 2023 |
|---|---|---|
| Base Salary ($) | $403,846 | $600,000 |
| Annual Cash Bonus ($) | Not disclosed; program eliminated for 2021–2024 | Not disclosed; no annual incentive set for 2023 |
| All Other Compensation ($) | $16,840 | $17,886 |
2024 base salary was set at $600,000 (no change from 2023) . 2023 “All Other Compensation” components included: $16,500 401(k) match, $1,298 Profit Sharing Program payment, and $88 tax reimbursement, with the Profit Sharing Program available to all team members except the CEO .
Performance Compensation
Equity Awards Detail
| Award Type | Grant Date | Shares/Options | Grant-Date Fair Value ($) | Exercise Price ($) | Expiration | Vesting Schedule |
|---|---|---|---|---|---|---|
| RSUs | Apr 18, 2022 | 4,000 | $2,343,720 | — | — | Equal annual installments over 4 years beginning first anniversary (time-based) |
| Stock Options | Apr 18, 2022 | 16,000 | $3,203,550 | 585.93 | Apr 18, 2028 | 4 equal annual installments from grant date, subject to continuous employment |
| RSUs | Oct 31, 2022 | 4,000 | $1,885,680 | — | — | Equal annual installments over 4 years beginning first anniversary (time-based) |
2023 realized equity: 2,000 RSUs vested and settled; value realized on vesting was $886,470 . No 2023 option exercises were reported for Rostami . No new equity awards were granted to named executive officers in 2023; the 2021–2024 program relied on pre-set option awards and RSUs for newly appointed executives like Rostami .
Company Performance Metrics used for pay linkage
| Measure | Nature | Explanation |
|---|---|---|
| Economic Profit | Financial Measure | Company-selected measure used to link compensation actually paid (CAP) for non-PEO NEOs to performance; reconciled from GAAP net income |
| Share Price | Financial Measure | RSUs provide value proportional to shareholder wealth creation; options only have value above strike |
Company economic profit reconciliation (illustrative): 2024 economic profit $200.3 million; GAAP net income $247.9 million; adjustments as disclosed .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (as of Apr 8, 2024) | 9,632 shares; less than 1% of outstanding |
| Equity Under Plan (cumulative) | 22,000 shares subject to options or RSUs granted under the 2012 Plan |
| Outstanding Awards (Dec 31, 2023) | Options: 4,000 exercisable; 12,000 unearned at $585.93 strike, expiring 4/18/2028; RSUs: 6,000 unvested, market value $3,196,380 at $532.73/share |
| Options In/Out of the Money (12/31/2023) | Unvested options had no reported change-in-control value (strike above market) |
| Hedging/Pledging | Hedging by executives and directors is prohibited under Company policy; no pledging disclosure identified |
Vesting cadence and potential selling pressure:
- RSUs: 2,000 shares vest per year across the two grants (1,000 per grant) on/around April 18 and October 31 in 2023–2026, subject to continued employment .
- Options: 4 annual tranches from April 18, 2022; expire April 18, 2028; were underwater at 12/31/2023, reducing near-term exercise pressure .
Employment Terms
| Provision | Terms |
|---|---|
| Severance | No individual agreements providing cash severance or benefits continuation for NEOs (including Rostami) |
| Termination (Equity) | Unvested options/RSUs are forfeited upon termination unless the Compensation Committee changes restrictions |
| Change-in-Control (CIC) | Double-trigger vesting for awards assumed/substituted (vest upon termination without cause or resignation for good reason within 24 months post-CIC); if not assumed/substituted, vest immediately at CIC; options may be canceled for spread value at Committee discretion |
| CIC Acceleration (as of 12/31/2023) | RSUs: $3,196,380; Options: $0 for Rostami (underwater at $532.73 vs $585.93 strike) |
| Clawback | Revised clawback policy effective Oct 2, 2023 to recoup erroneously awarded incentive-based compensation upon restatement; aligned with SEC/Nasdaq rules |
| Insider Trading | Hedging prohibited; insider trading policy governs transactions by insiders |
Performance & Track Record
| Period | Notable items |
|---|---|
| Q3 2025 | Company reported GAAP net income of $108.2 million and adjusted net income of $117.9 million; Rostami cited rapid product build/launch/iteration enabled by modernization, delivering new product experiences for dealers and consumers |
| 2020–2024 | Company TSR moved to $106.09 vs peer group $198.91; used economic profit as the Company-selected measure to link CAP for non-PEO NEOs |
Compensation Committee Analysis
- Compensation Committee members: Glenda J. Flanagan; Vinayak R. Hegde; Sean E. Quinn; Thomas N. Tryforos; Scott J. Vassalluzzo (Chair) .
- No compensation consultants or peer group comparisons used in setting executive pay; emphasis on long-term equity incentives and ownership culture .
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay approval: 98.4% of votes cast; Compensation Committee determined no changes were necessary to the 2024 program and introduced a 10-year long-term compensation program (2025–2034) for certain NEOs (not including Rostami) .
Risk Indicators & Red Flags
- Hedging is prohibited (alignment positive) .
- Incentive Plan prohibits option repricing without shareholder approval; includes minimum vesting and double-trigger CIC governance features (shareholder-friendly) .
- No cash severance agreements for NEOs (limits cash exit costs) .
Performance Compensation – Detailed Structure
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Share Price (RSUs/Options) | Not disclosed | Not disclosed | Not disclosed | Value realized proportionate to share price (options only above strike) | RSUs/Options vest ratably over 4 years from grant for Rostami |
| Economic Profit (Company-selected) | Not disclosed | Not disclosed | $200.3M (2024); with 2020–2023 history disclosed | Used to link CAP for non-PEO NEOs (disclosure under PVP) | Not a direct vesting metric for Rostami’s 2022 RSU/options; informs CAP under PVP |
Note: The Company eliminated annual cash incentives for 2021–2024; long-term equity was the primary at-risk pay for named executive officers, with additional Profit Sharing Program payments for all team members except the CEO .
Investment Implications
- Alignment: RSUs vesting 2,000 shares annually through 2026 create predictable equity settlement events; options remain a lever only if shares sustain above the $585.93 strike. As of 12/31/2023, options were underwater, limiting near-term exercise pressure and aligning upside to shareholder returns .
- Retention/Severance: Absence of cash severance and forfeiture of unvested equity upon termination increase retention incentives; double-trigger CIC provisions protect equity value only upon job loss post-CIC, moderating windfall risk .
- Ownership: Beneficial ownership is modest (<1%), but ongoing RSU settlement and option tranches support continued skin-in-the-game; hedging prohibitions and clawback policies strengthen governance and pay-for-performance discipline .
- Execution: Rostami’s leadership in product and marketing modernization, reflected in Q3 2025 commentary, supports a thesis of operational agility and incremental value creation in dealer/customer experience—an execution-positive signal amid a challenging collections environment .