Jay D. Martin
CREDIT ACCEPTANCEAbout Jay D. Martin
Jay D. Martin, age 51, is Chief Financial Officer (principal financial officer) of Credit Acceptance Corporation, appointed effective January 23, 2024 after a 21-year tenure across finance and accounting leadership roles since joining in September 2003; prior to CACC he was an audit manager at Crowe LLP . His background spans SEC reporting, accounting and financial reporting, and finance leadership, culminating in CFO responsibilities and SOX 302/906 certifications for FY 2024 and subsequent quarterly filings, underscoring accountability for disclosure controls, internal controls over financial reporting, and fair presentation of results . CACC’s executive pay design emphasizes long-term equity ownership; for 2025–2034 the RSU program is sized to an 11% compound annual share price growth assumption to align pay outcomes with sustained shareholder value creation .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Credit Acceptance Corporation | CFO (Principal Financial Officer) | Jan 2024–present | Leads financial reporting, controls; SOX certifications reinforce governance |
| Credit Acceptance Corporation | SVP – Finance & Accounting | 2021–2023 | Senior finance leadership; prepares for transition to CFO |
| Credit Acceptance Corporation | SVP – Accounting & Financial Reporting | 2012–2021 | Scaled financial reporting and controls as company grew |
| Credit Acceptance Corporation | VP – Accounting & Financial Reporting | 2009–2012 | Led accounting/reporting functions |
| Credit Acceptance Corporation | Director of Accounting | 2005–2009 | Advanced corporate accounting capabilities |
| Credit Acceptance Corporation | Manager of SEC Reporting | Sep 2003–2005 | Established SEC reporting cadence and quality |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Crowe LLP | Audit Manager | Pre-2003 | Public accounting experience foundational to SEC reporting rigor |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 | 2025 (set) |
|---|---|---|---|---|
| Base Salary ($) | — | — | 525,000 (effective Jan 29, 2024) | 615,000 (+17.1% vs 2024) |
| Target Bonus (%) | Not applicable (no annual cash incentive program) | Not applicable | Not applicable | Not applicable |
| All Other Compensation ($) | — | — | 18,227 (401(k) match $17,250; Profit Sharing $941; reimbursements $36) | — |
Notes:
- CACC eliminated annual executive cash incentives for 2021–2024 and expects long-term equity to remain in lieu of annual cash incentives under the 2025–2034 plan .
- Beginning in 2026, base salaries are expected to increase 3% annually, barring notable changes in conditions .
Performance Compensation
Equity Awards Detail
| Award Type | Grant Date | Shares/Options | Fair Value ($) | Strike Price ($) | Expiration | Vesting Schedule | Settlement |
|---|---|---|---|---|---|---|---|
| RSU (Promotion) | Jan 23, 2024 | 600 | 326,418 | — | — | Vested on Jan 23, 2025 (1-year cliff) | Settled in common stock on vest date |
| RSU (10-year Program) | Dec 3, 2024 | 22,583 | 10,882,974 | — | — | Time-based vesting annually over 10 years starting Jan 31, 2026 (and each of next nine anniversaries) | Base RSUs: 50% on vest date, 50% one year later; Retirement RSUs: 100% 5 years post-termination (2 years if age ≥60) |
| Stock Options (2021 Program) | Dec 30, 2020 | 19,500 (exercisable) | — | 333.94 | Dec 30, 2026 | Vests in four equal annual installments starting Dec 30, 2021 | Exercisable upon vesting |
| Stock Options (2021 Program) | Apr 28, 2021 | 1,688 (exercisable), 562 (unearned) | — | 390.39 | Apr 28, 2027 | Vests in four equal annual installments starting Apr 28, 2022 | Exercisable upon vesting |
Program Mechanics and Performance Alignment (2025–2034)
- Executive RSU grants were sized such that targeted 10-year incentive compensation is earned if CACC’s share price compounds at 11% annually, exceeding cost of capital; actual realized value will vary with shareholder value creation .
- For Martin, RSUs are solely time-based; CEO’s later vesting tranches incorporate performance-based criteria to be set by the Compensation Committee, but this does not apply to Martin’s grant .
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Beneficial Ownership (as of Apr 8, 2025) | 27,166 shares; <1% of outstanding |
| Shares Outstanding (Record Date) | 11,747,851 |
| Ownership as % of Shares Outstanding | ~0.23% (27,166 / 11,747,851) |
| Options – Exercisable | 19,500 @ $333.94 (exp. 12/30/2026) |
| Options – Unexercisable (Unearned) | 562 @ $390.39 (exp. 4/28/2027) |
| RSUs – Unvested | 23,183 units (includes 22,583 10-year RSUs) |
| In-the-money value of Unvested Options (as of 12/31/2024) | $44,437 (per CoC table, priced at $469.46) |
| Pledging of Company Stock | Not disclosed in proxy; hedging prohibited |
| Ownership/holding guidelines | Not disclosed |
Hedging and Clawbacks:
- Hedging of CACC stock by executives/directors is prohibited under the company’s trading policy .
- The company maintains a Dodd-Frank/Nasdaq-compliant clawback policy to recoup erroneously awarded incentive-based compensation upon a financial restatement; current executives have acknowledged the policy .
Employment Terms
| Term | Details |
|---|---|
| CFO Appointment Date | January 23, 2024 |
| Base Salary Progression | $525,000 in 2024 (effective Jan 29, 2024); $615,000 set for 2025; 3% annual increases expected beginning 2026, subject to conditions |
| Annual Cash Bonus | None; long-term equity replaces annual cash incentives |
| Severance (cash/benefits) | No individual cash severance agreements for named executive officers |
| Change-in-Control (CoC) | Double-trigger acceleration if awards assumed/substituted and terminated without cause or resign for good reason within 24 months; if not assumed/substituted, awards vest immediately at CoC |
| CoC Accelerated Vesting Value (as of 12/31/2024) | Options: $44,437; RSUs: $10,883,491; Total: $10,927,928 |
| Equity Forfeiture on Termination (no CoC) | Unvested options/RSUs forfeited; Committee discretion to modify restrictions |
| Non-compete / Non-solicit | Not disclosed |
| Garden leave / Consulting | Not disclosed |
| Insider Trading Windows | Covered by insider trading policy |
Investment Implications
- Strong alignment via 10-year RSU grant and settlement mechanics: Martin’s RSUs vest annually from 2026–2035, with Base RSUs settled half at vest and half one year later, and Retirement RSUs deferred until post-termination—structurally promoting long-term share ownership and creating predictable share delivery that may modestly increase liquidity around annual vest dates .
- Retention risk appears low: large unvested RSU balance ($10.88M CoC RSU value) and option tranches create meaningful unvested equity “hooks”; absence of cash severance shifts exit economics toward forfeiture risk, reinforcing retention .
- Governance signals are positive: hedging prohibited and a compliant clawback policy reduce misalignment and downside-risk behaviors; the program’s 11% share price CAGR assumption ties grant sizing to long-term TSR outcomes rather than short-term metrics .
- Dilution discipline: management indicates 10-year RSU grants represent ~1.8% of outstanding shares, or ~18 bps per year on average, funded via repurchases—suggesting measured equity use to control economic cost of awards .
Net takeaway: Martin’s pay is predominantly long-dated equity with no annual cash bonus, a double-trigger CoC, and strict hedging/clawback policies—fostering long-term shareholder alignment and lowering immediate selling pressure, while substantial unvested equity supports retention and stability in the finance function .