Glenda J. Flanagan
CREDIT ACCEPTANCEAbout Glenda J. Flanagan
Glenda J. Flanagan (age 71) is an independent director of Credit Acceptance Corporation, serving since March 2004. She is Executive Vice President and Chief Financial Officer of Healthy America, LLC (since March 2022), and previously held senior roles at Whole Foods Market (EVP & Senior Advisor 2017–2022; CFO since 1988). She sits on the Compensation, Audit, and Nominating Committees and serves as Chair of the Nominating Committee; the Board has determined she is independent under Nasdaq rules and an “audit committee financial expert.” She also serves as a director of Vital Farms, Inc.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Whole Foods Market, Inc. | Executive Vice President & Senior Advisor | May 2017 – Feb 2022 | Senior leadership support; finance expertise |
| Whole Foods Market, Inc. | Chief Financial Officer | Since 1988 (prior to EVP/Senior Advisor) | Long-tenured CFO; accounting and financial leadership |
| Public accounting, retail, consulting | Various roles | Pre-1988 | Foundational accounting experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Healthy America, LLC (private) | EVP & Chief Financial Officer | Since March 2022 | Private company; wellness centers network |
| Vital Farms, Inc. (public) | Director | Current | Public company directorship |
Board Governance
- Board and Committee Service: Member of Compensation, Audit, and Nominating Committees; Chair of Nominating (2024: Nominating held 4 meetings; Compensation held 6; Audit held 10)
- Attendance: Board held 6 meetings in 2024; Ms. Flanagan attended all Board and committee meetings on which she served; attended the 2024 annual meeting (exceptions were Messrs. Hegde and Quinn)
- Independence: Determined to be independent under Nasdaq Rule 5605(a)(2)
- Expertise: Determined by the Board to be an “audit committee financial expert” under SEC rules
| Governance Attribute | 2024 Detail | Evidence |
|---|---|---|
| Board meetings | 6 | |
| Committee memberships | Compensation; Audit; Nominating (Chair) | |
| Attendance | 100% of Board/committees served | |
| Independence | Independent (Nasdaq Rule 5605(a)(2)) | |
| Audit expertise | Audit Committee Financial Expert |
Fixed Compensation
| Component (Non-Employee Director, 2024) | Amount | Notes |
|---|---|---|
| Annual cash retainer | $100,000 | Paid quarterly ($25,000 per quarter) |
| Equity award (grant-date fair value) | $199,978 | RSUs; annual equity target $200,000 |
| Total 2024 compensation | $299,978 | Sum of cash and equity |
| Travel expense reimbursement | Not quantified | Company reimbursed/paid certain business-related travel expenses |
Performance Compensation
| Grant Date | Instrument | Shares Granted | Performance Metric | Vesting/Settlement | Status |
|---|---|---|---|---|---|
| Sep 4, 2024 | RSUs | 442 | Service-based | Vests in equal annual installments over 3 years from grant anniversary; settles in common stock; continuous service required | 508 unvested RSUs outstanding as of Dec 31, 2024 (includes 2024 grant) |
| Mar 7, 2019 | RSUs | 1,500 | Adjusted EPS CAGR over 2019–2024 | Vested over 5-year performance period; subject to post-vesting holding until Jan 30, 2026; settles thereafter | All 1,500 vested as of Dec 31, 2024; holding period in effect |
- Hedging policy: Directors and executive officers are prohibited from hedging Company securities (prepaid variable forwards, swaps, collars, exchange funds, etc.)
- Clawback: Company maintains an incentive compensation recovery policy for executive officers consistent with Dodd-Frank/SEC/Nasdaq standards (applies to executive officers; disclosed in governance context)
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Exposure |
|---|---|---|
| Vital Farms, Inc. | Director | No related-party transactions disclosed with CACC |
| Healthy America, LLC | EVP & CFO | Private company; no disclosed transactions with CACC |
Expertise & Qualifications
- Deep finance and accounting background; long-tenured CFO (Whole Foods) and current CFO (Healthy America)
- Audit Committee Financial Expert designation by the Board
- Experience in public accounting and senior corporate finance roles; contributes to oversight of financial reporting, audit, and compensation
Equity Ownership
| Metric | Amount | As-of/Notes |
|---|---|---|
| Beneficial ownership (shares) | 17,142 | As of April 8, 2025; less than 1% of outstanding shares |
| Percent of shares outstanding | <1% | Based on 11,747,851 shares outstanding |
| Indirect holdings | 8,000 shares via GCM GP, LP; 2,782 shares via The Glenda J. Flanagan 2020 GRAT | Ms. Flanagan shares voting/dispositive power over GCM GP, LP; sole trustee of GRAT |
| RSUs vested (director awards) | 1,500 | From 2019 performance RSU award; vested by Dec 31, 2024 |
| RSUs unvested (director awards) | 508 | Outstanding as of Dec 31, 2024 |
| Options | None disclosed | No options reported for Ms. Flanagan |
Governance Assessment
- Board effectiveness: Strong engagement signals—100% attendance, chairing the Nominating Committee, and Audit Committee financial expertise support robust oversight of nominations, audit, and compensation matters .
- Pay structure alignment: Director pay is a balanced cash/equity mix with multi-year RSU vesting; long-hold requirement on 2019 performance RSUs strengthens alignment with long-term shareholder value .
- Shareholder confidence: 2024 say‑on‑pay approval of 98.4% indicates investor support for the company’s compensation framework; Ms. Flanagan signed the Compensation Committee report as a member, reinforcing accountability .
- Conflicts and related‑party exposure: Audit Committee reviews/approves related‑party transactions; no specific related‑party transactions disclosed involving Ms. Flanagan. Hedging is prohibited for directors, reducing misalignment risk. No pledging policy disclosure identified in the proxy .
- RED FLAGS: None material disclosed for Ms. Flanagan—no attendance shortfalls, no related‑party transactions, no hedging. Note: explicit pledging policy not disclosed in the proxy materials reviewed .