Daniel A. Ulatowski
CREDIT ACCEPTANCEAbout Daniel A. Ulatowski
Daniel A. Ulatowski (age 53) is Chief Sales Officer at Credit Acceptance (CACC). He joined the company in 1996, moved through leadership posts across the Dealer Service Center, Sales Training/Operations, and Sales, and has served as CSO since January 2014 . Company performance context for incentive alignment: reported Total Shareholder Return (TSR) of $106.09 in 2024 (vs. peer TSR $198.91), GAAP net income of $247.9M in 2024 (with prior years shown below), and “economic profit” of $200.3M in 2024 . The 2025 proxy emphasizes a long-horizon, ownership-driven pay design replacing annual cash incentives with multi-year equity, intended to align executives’ outcomes with share-price compounding and long-term value creation .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Credit Acceptance | Chief Sales Officer | 2014–Present | Leads sales; incentives tied to long-term RSUs (2025–2034), replacing annual cash incentives to drive multi-year ownership and retention . |
| Credit Acceptance | SVP, Sales & Marketing | 2008–2014 | Scaled sales leadership prior to CSO appointment . |
| Credit Acceptance | VP, Sales | 2007–2008 | Built sales operations and training infrastructure . |
| Credit Acceptance | Director, Sales Training/Operations | 2006–2007 | Enhanced sales enablement and operations . |
| Credit Acceptance | Regional Area Manager, Sales | 2003–2006 | Regional sales leadership . |
| Credit Acceptance | Manager – Dealer Service Center | 2001–2003 | Drove dealer support operations . |
| Credit Acceptance | Supervisory roles – Dealer Service Center & Collections | c. 1996–2001 | Front-line leadership in risk and collections . |
| Credit Acceptance | Credit Analyst, Dealer Service Center | 1996 | Entry into company and automotive finance operations . |
External Roles
- None disclosed in the proxy statements reviewed .
Fixed Compensation
| Component | 2022 | 2023 | 2024 | 2025 (set) |
|---|---|---|---|---|
| Base Salary ($) | 700,000 | 700,000 | 700,000 | 770,000 (10% increase) |
| All Other Compensation ($) | 17,697 | 17,798 | 18,241 (incl. $17,250 401k match; $941 profit-sharing; $50 reimbursements) | |
| Total Cash ($) | 717,697 | 717,798 | 718,241 | 770,000 (before any equity; no annual cash bonus) |
Notes:
- CACC eliminated annual cash incentives in favor of higher base salary and long-term equity for 2021–2024 and extended the ownership emphasis with a 2025–2034 RSU program; allocation to long-term incentives is expected to be in lieu of annual cash incentives absent exceptional circumstances .
Performance Compensation
| Program | Instrument | Grant/Design | Metric(s) | Weighting | Target/Mechanics | Payout/Vesting |
|---|---|---|---|---|---|---|
| 2025–2034 LTIP | RSUs | 28,290 RSUs granted 12/3/2024 to Ulatowski (grant-date FV $13,633,234) | Time-based vesting; awards sized using illustrative 11% share-price CAGR to equate to target 10-year incentive (not a vesting condition) | Time-based (non-CEO NEOs) | Shares sized under assumption of 11% CAGR over 2025–2034; actual value varies with shareholder value created | Vests over 10 years starting 1/31/2026 and each of 9 anniversaries; upon vesting, 75% classified “Base RSUs” (settle 50% on vest date, 50% one year later), 25% “Retirement RSUs” (settle 5 years post-termination or 2 years if age ≥60) . |
| 2021–2024 LTIP | Stock Options | 50,000 options granted 12/30/2020; strike $333.94; 6-year term; 4-year ratable vesting; expire 12/30/2026 | Time-based vesting | 100% time-based | No cash bonuses; options intended to span 2021–2024 without additional equity (except limited events) | Vested in 4 equal tranches; exercisable; expiring 12/30/2026 . |
Additional PVP context (company-level):
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| TSR ($ value of $100 initial) | 116.40 (peer) | 155.47 CACC; 148.00 peer | 107.24 CACC; 125.51 peer | 120.40 CACC; 152.34 peer | 106.09 CACC; 198.91 peer |
| GAAP Net Income ($M) | 421.0 | 958.3 | 535.8 | 286.1 | 247.9 |
Implications:
- For non-CEO NEOs (incl. Ulatowski), vesting is time-based; the economic exposure is to share price performance and service, not explicit operating KPIs. Award sizing assumes an 11% price CAGR but vesting does not require it .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 54,053 shares as of April 8, 2025; <1% of outstanding shares (11,747,851) . |
| Outstanding Options | 50,000 options exercisable; strike $333.94; expiry 12/30/2026 . |
| Unvested RSUs | 28,290 RSUs (market value $13,281,023 at $469.46 on 12/31/2024) . |
| In-the-Money Value (illustrative) | At $469.46 (12/31/2024), options ITM ≈ $135.52 per share; 50,000 ≈ ~$6.8M (valuation derived from option terms and price in proxy) . |
| Ownership Guidelines | Not disclosed for executives in the proxy sections reviewed . |
| Hedging/Pledging | Hedging is prohibited by policy; no specific pledging disclosure found in reviewed proxy content . |
| Clawback | Company maintains Dodd-Frank compliant clawback for erroneously awarded incentive-based compensation following a restatement . |
2024 Nonqualified Deferred Compensation note:
- A subset of RSUs with delayed settlement is reported as “registrant contributions” of $8,300,640 for Ulatowski (number of RSUs with delayed settlement × $469.46 as of 12/31/2024). This is not additional compensation, but settlement timing disclosure .
Employment Terms
- No individual employment agreements and no cash severance or benefits continuation on termination, including pre/post change in control (CIC) .
- Equity treatment on termination: unvested options/RSUs are forfeited; Committee discretion to waive/modify restrictions .
- CIC provisions: double-trigger vesting for assumed/substituted awards upon termination without cause/good reason within 24 months post-CIC; if not assumed/substituted, outstanding awards vest on CIC. For 2025–2034 RSUs, on qualifying post-CIC termination, vesting accelerates for the next three scheduled vesting dates (or remaining unvested, if fewer) .
- Estimated CIC equity acceleration (12/31/2024 basis): $13,281,023 for unvested RSUs; $0 for unvested options (none outstanding) .
- Insider trading arrangements: Adopted a Rule 10b5‑1 plan on 8/8/2025 to sell up to 20,000 shares underlying options; plan runs until the earlier of 8/4/2026 or completion of sales (affirmative defense to Rule 10b5‑1) .
Compensation Structure Analysis
- Shift from options (2021–2024) to RSUs (2025–2034) lowers performance hurdle risk for non-CEO NEOs (time-based RSU vesting vs. options), but value realization still depends on share price and service; CEO alone has explicit performance-vesting years .
- Increased base salary for 2025 (+10% to $770k for Ulatowski) while annual cash bonuses remain out of scope except in special circumstances, increasing reliance on long-term equity .
- Say-on-pay support remained strong: 98.4% approval in 2024’s vote (reported in 2025 proxy), suggesting investor acceptance of the structure .
- No cash severance; retention anchored in sizable unvested equity and delayed RSU settlement for “Retirement RSUs” (post-termination settlement), extending post-employment shareholder alignment .
Performance Compensation (Detailed)
| Metric/Feature | Weight | Target | Actual/Payout | Vesting/Settlement |
|---|---|---|---|---|
| 2025–2034 RSUs (time-based for NEOs) | 100% time/service | Award sizing illustrated at 11% share-price CAGR (not a vesting condition) | Value varies with share price; no annual cash bonus expected during program | 10 annual tranches starting 1/31/2026; Base RSUs settle 50% at vest and 50% one year later; Retirement RSUs settle 5 years post-termination (2 years if ≥60) . |
| 2021–2024 Options | 100% time/service | N/A | Exercisable; no 2024 RSU vesting for NEOs; only one NEO (not Ulatowski) exercised options in 2024 | 4-year ratable vesting; expire 12/30/2026 . |
Say-on-Pay, Committee, and Peer Usage
- Say-on-pay: 98.4% approval at 2024 annual meeting (as reported in the 2025 proxy); annual votes ongoing .
- Compensation Committee members: Scott J. Vassalluzzo (Chair), Glenda J. Flanagan, Vinayak R. Hegde, Sean E. Quinn, Thomas N. Tryforos .
- Peer group/consultants: Committee does not use compensation consultants or peer comparisons to set compensation .
Risk Indicators & Red Flags
- Hedging prohibited; no pledging disclosure identified (pledging, if present, is typically flagged as a risk) .
- No individual severance/golden parachutes; CIC equity acceleration is standard double-trigger; RSU acceleration for three future vest dates on qualifying termination post-CIC is noteworthy but not atypical .
- Repricing/modification of options not indicated in reviewed materials .
- Insider selling pressure watch: 10b5‑1 plan (adopted 8/8/2025) to sell up to 20,000 option shares through 8/4/2026 suggests potential sales into option expiry window .
Investment Implications
- Alignment: Very high equity exposure via large, multi-year RSUs and existing in-the-money options; settlement deferral of “Retirement RSUs” extends post-employment alignment .
- Retention: Strong, given 10-year RSU vesting, delayed settlement features, and lack of cash severance (value at risk if departing) .
- Performance linkage: For non-CEO NEOs including Ulatowski, vesting is time-based with no explicit operating or TSR hurdles; the primary lever is share price and ownership culture rather than formulaic KPIs—supportive of long-term value but with less direct pay-for-operating-performance precision .
- Trading signals: Monitor execution under the 8/8/2025 10b5‑1 plan (up to 20,000 option shares) and 12/30/2026 option expiry; sales near expiry may create incremental supply but are mechanistic under pre-set plans .
- Governance: Strong shareholder support on say‑on‑pay (98.4%) and presence of a compliant clawback and hedging prohibition mitigates risk; absence of pledging disclosure is neutral-to-positive relative to common flags .
Key data references: role/tenure ; compensation design and base salary changes ; RSU grants, sizing/vesting/settlement ; Summary Compensation Table values for 2022–2024 ; PVP TSR and GAAP net income ; outstanding awards and valuations ; clawback/hedging ; say-on-pay outcomes and committee ; insider 10b5‑1 plan ; nonqualified deferred compensation (RSUs with delayed settlement) .