Kenneth S. Booth

About Kenneth S. Booth

Kenneth S. Booth (age 57) is Credit Acceptance Corporation’s Chief Executive Officer and President and has served as a director since May 2021; he previously held Chief Financial Officer and Chief Accounting Officer roles after joining in 2004, following a career in public accounting at PricewaterhouseCoopers LLP . He is a management (non‑independent) director; independent directors are explicitly listed as Glenda Flanagan, Vinayak Hegde, Sean Quinn, Thomas Tryforos, and Scott Vassalluzzo . Booth beneficially owns 171,012 shares (1.5% of outstanding) as of April 8, 2025, indicating meaningful alignment .

Past Roles

External Roles

Board Governance

• Independence: Booth is a management director and not on Nasdaq’s independent list; independent directors are Flanagan, Hegde, Quinn, Tryforos, and Vassalluzzo .
• Committee assignments: Compensation, Audit, and Nominating Committees comprise the independent directors; Booth is not listed as a member of any standing committee .
• Attendance and engagement: The Board met six times in 2024; all directors attended all Board/committee meetings except Hegde (one Board, two Compensation) and Tryforos (one Audit). Booth is not among exceptions, implying full attendance .
• Board leadership: Independent director Thomas N. Tryforos serves as Chair and Lead Director; independent directors meet separately, supporting oversight .
• Risk oversight: Audit Committee oversees significant risks, legal affairs, related-party review, whistleblower procedures, and acts as QLCC; its chair transitioned to Sean Quinn on Jan 22, 2025 .

Fixed Compensation

Performance Compensation

Performance metrics: The CEO RSU grant’s last six vesting years will be tied to performance criteria established later by the Compensation Committee, creating long-dated incentives but introducing future metric-setting discretion . The RSU plan assumes an 11% share price CAGR to target intended value alignment over 2025–2034 .

Other Directorships & Interlocks

• No other public company directorships disclosed for Booth in the nominee description .

Expertise & Qualifications

• Deep finance, accounting, and internal control experience (PwC senior manager; prior CFO/CAO; Internal Audit) supporting board-level financial oversight and strategic execution .
• Executive leadership tenure as CEO since May 2021, providing company-specific operational knowledge and strategic continuity .

Equity Ownership

Governance Assessment

• Alignment signals
  • Meaningful personal ownership (1.5% of shares), multi-year vesting, and large long-dated RSU award that settles partly post-retirement promote long-term orientation and retention .
  • No individual cash severance agreements; equity follows double-trigger vesting on change-in-control, a shareholder-friendly construct .
  • Clawback policy compliant with Dodd-Frank and Nasdaq; anti‑hedging policy bans hedging by directors/officers .
  • High say‑on‑pay approval (98.4% in 2024) supports investor confidence in pay design .
• Board effectiveness and independence
  • Independent Chair/Lead Director structure with separate executive sessions enhances oversight; Booth is management (non‑independent), not on key committees, mitigating conflict risks in compensation/audit oversight .
  • Full attendance (no exceptions noted for Booth) indicates engagement .
• Potential risks and RED FLAGS
  • Performance criteria for the CEO RSU grant’s final six years will be set in the future, introducing potential discretion and metric‑target risk; investors should monitor rigor and transparency when criteria are established .
  • The 2025–2034 RSU program concentrates equity grants upfront; while total dilution is communicated (~1.8% of shares over 10 years, ~18 bp/year), upfront sizing raises governance scrutiny during periods of underperformance or shifting market conditions .
  • Broader capital‑structure/voting context: Significant share blocks in trusts subject to a shareholder agreement to vote with Board recommendations on director elections and certain proposals through the tenth annual meeting after Jan 3, 2017; this can entrench board decisions and weaken external challenge, though not Booth‑specific .

Change‑in‑Control and Severance Overview

• Severance: No individual agreements providing cash severance or benefits continuation for named executive officers, including Booth .
• Equity acceleration: Double‑trigger vesting applies to assumed/substituted awards upon termination without cause or resignation for good reason within 24 months post‑change‑in‑control; unassumed awards fully vest at change‑in‑control. RSUs in the 2025–2034 program vest for up to the next three scheduled vesting dates post‑termination (or the remainder if fewer) .

Say‑on‑Pay & Shareholder Feedback

• 2024 say‑on‑pay approval: 98.4% of votes cast; Committee maintained design and adopted 10‑year RSU plan to further long‑term alignment .
• Annual say‑on‑pay frequency reaffirmed; next advisory vote scheduled at 2025 and annually thereafter .

Related‑Party Transactions Oversight

• Audit Committee reviews and approves related‑party transactions and ensures fairness and best interests; functions include reviewing legal affairs and acting as Qualified Legal Compliance Committee .

Director Compensation (reference framework; Booth is employee director)

Booth’s compensation is disclosed under executive pay, not director compensation .

Employment & Contracts

• No employment agreements providing severance; equity forfeiture upon termination absent Committee waiver; double‑trigger vesting mechanics as above .
• Equity grant timing set without regard to anticipated earnings/major announcements, reducing timing‑related concerns .

Performance & Track Record Highlights

• Pay‑versus‑performance disclosure indicates CAP variability tied to stock price/option values; company economic profit used for broad profit sharing (CEO excluded) .

Equity Ownership & Alignment—Detail

Monitoring priorities for investors: forthcoming performance criteria for CEO RSUs, dilution pacing under repurchase‑funded awards, board independence/oversight balance with voting agreements, and maintenance of say‑on‑pay support .