Thomas N. Tryforos
CREDIT ACCEPTANCEAbout Thomas N. Tryforos
Independent Chair of the Board at Credit Acceptance Corporation (CACC); age 65; director since July 1999; previously Lead Director (January 2017) and named Chair of the Board and Lead Director in March 2022. Background: private investor; General Partner at Prescott Investors, Inc. (1991–2004). Designated audit committee financial expert; current committee memberships: Audit, Compensation, and Nominating; also serves on the board of Copart, Inc. .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Prescott Investors, Inc. | General Partner | May 1991 – Sept 2004 | Investment leadership at private investment firm |
| Credit Acceptance Corporation | Lead Director | Jan 2017 – Mar 2022 | Independent board leadership; liaison and chairs regular/special meetings |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Copart, Inc. | Director | Not disclosed | Public company directorship |
Board Governance
- Current roles: Independent Chair and Lead Director (since Mar 3, 2022); CEO is a separate director (non-chair). Board believes independent chair structure is appropriate; independent directors meet separately.
- Committees: Member – Audit, Compensation, Nominating (2024–2025). Former Audit Committee Chair in 2024; Sean Quinn became Audit Chair on Jan 22, 2025.
- Independence: Board determined he (and all non-employee directors) are independent under Nasdaq Rule 5605(a)(2).
- Attendance: Board held six meetings in 2024; he attended all Board meetings and all committee meetings except one Audit Committee meeting (Audit Committee met ten times → 9/10 = 90% Audit attendance).
- Say-on-Pay context: 2024 approval 98.4% of votes cast (signals broad investor support for compensation governance).
- Risk oversight: Audit Committee oversees financial reporting, ICFR, disclosure controls, whistleblower, related-party reviews; Board emphasizes independent chair for risk oversight.
Fixed Compensation (Director)
| Component | 2024 Amount/Terms |
|---|---|
| Annual cash retainer | $100,000 (paid quarterly) |
| Committee/Chair fees | Not disclosed (none listed) |
| Meeting fees | Not disclosed (none listed) |
| 2024 cash paid (Tryforos) | $100,000 |
Performance Compensation (Director)
| Award Type | Grant Date | Units/Value | Vesting | Performance Metrics |
|---|---|---|---|---|
| RSUs (annual equity award) | Sept 4, 2024 | 442 RSUs; grant-date fair value $199,978 | Time-based, equal annual installments over 3 years, subject to continuous service | None disclosed (time-based only) |
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Other public company directorship | Copart, Inc. – Director |
| Major shareholder interlock context | Prescott General Partners LLC et al. beneficially own 19.7% (Schedule 13D). Fellow director Scott J. Vassalluzzo is a managing member of Prescott General Partners LLC. Tryforos previously was a General Partner at Prescott Investors, Inc. (1991–2004). Note: Board has determined all named directors are independent under Nasdaq rules. |
Expertise & Qualifications
- Board-identified qualifications: investing and financial expertise; designated “audit committee financial expert.”
- Roles: Independent Chair/Lead Director experience; prior investment partnership leadership.
Equity Ownership
| Component | Shares | Notes / Control | Ownership % |
|---|---|---|---|
| Total beneficial ownership (Tryforos) | 207,806 | Includes 207,665 shares owned by Elias Charles & Co LLC (managing member: Tryforos) | 1.8% |
| Excluded from beneficial ownership (for footnote context) | 105,500 | LLC A, wholly owned by a charitable remainder trust of which he is sole trustee; voting/dispositive power held by another person | — |
| Excluded from beneficial ownership (for footnote context) | 87,470 | LLC B, wholly owned by a charitable remainder trust of which he is sole trustee; voting/dispositive power held by another person | — |
Additional alignment/risk policies:
- Hedging is prohibited for directors and executive officers under company policy.
- Section 16 compliance: Company believes all applicable officers and directors complied for 2024; only one late Form 4 was noted for an executive (not a director), indicating no reported delinquencies for Tryforos.
Governance Assessment
-
Strengths
- Independent Chair/Lead Director with long tenure (director since 1999), providing continuity and independent oversight; independent directors meet separately.
- Broad committee engagement and audit committee financial expert designation reinforce financial and controls oversight.
- Strong ownership alignment: 207,806 shares (1.8%) beneficial ownership; director pay mix emphasizes equity via multi-year RSUs.
- Clear anti-hedging policy; related-party transactions reviewed by Audit Committee; robust risk oversight described.
- High 2024 Say-on-Pay support (98.4%) suggests investor confidence in compensation governance.
-
Watch items / potential conflicts (no specific RPTs disclosed)
- Long tenure can raise independence-perception concerns at some investors, but Board affirmatively determined independence under Nasdaq rules.
- Shareholder influence dynamics: Prescott group reports 19.7% beneficial ownership; fellow director Vassalluzzo is a managing member of Prescott General Partners LLC; Tryforos previously worked at Prescott Investors. Board independence is affirmed, but investors may monitor for alignment versus potential influence.
- Director equity awards are time-based RSUs (no performance conditions), which some governance frameworks view as weaker pay-for-performance, albeit common for non-employee directors.
- Attendance: missed one of ten Audit Committee meetings in 2024 (90% Audit attendance); otherwise full Board attendance.
-
Contextual notes
- Voting dynamics: A shareholder agreement requires certain trust-held shares to vote with Board recommendations through the tenth annual meeting after Jan 3, 2017, which may influence contested outcomes.
- No related-party transactions were specifically disclosed; Audit Committee retains oversight and pre-approval responsibilities for any such matters.