Vinayak R. Hegde
CREDIT ACCEPTANCEAbout Vinayak R. Hegde
Vinayak R. Hegde is the incoming Chief Executive Officer and President of Credit Acceptance (effective November 13, 2025) and has served on CACC’s Board since May 2021; he was age 55 as of the 2025 proxy and stepped off Board committees upon his CEO appointment . He previously served as Consumer Chief Marketing Officer at T-Mobile (Jan 2023–Oct 2025) and held senior leadership roles at Wheels Up, Blink Health, Airbnb, Groupon, and Amazon; at T‑Mobile he led marketing, revenue, and digital transformation for the consumer business . Company performance context: 2024 GAAP net income was $247.9M and “economic profit” (company-selected measure) was $200.3M; TSR value of a $100 initial investment was $106.09 in 2024 (vs. $120.40 in 2023, $107.24 in 2022, $155.47 in 2021) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| T-Mobile US, Inc. | Consumer Chief Marketing Officer | 2023–2025 | Led marketing, revenue, and digital transformation for consumer business . |
| Wheels Up Experience, Inc. | President | 2021–2022 | Senior operating role at on-demand private aviation platform . |
| Wheels Up Partners Holdings LLC | Chief Marketplace Officer | 2021 | Growth and marketplace leadership pre-merger with Wheels Up . |
| Blink Health LLC | President & COO | 2020–2021 | Operations leadership at digital health company . |
| Airbnb, Inc. | VP Growth & CMO, Airbnb Homes | 2018–2020 | Growth and marketing leadership for Homes segment . |
| Groupon, Inc. | SVP & Global CMO | 2014–2018 | Global marketing leadership at e-commerce marketplace . |
| Amazon.com | Various leadership roles | ~12+ years | Contributed to growth in e‑commerce and Prime ecosystem . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Credit Acceptance Corporation | Director | 2021–present | Member of Compensation and Nominating Committees until Oct 25, 2025; independent prior to CEO appointment . |
| SunPower Corporation | Director | (as disclosed in 2024 proxy) | Additional public company directorship per 2024 proxy . |
Fixed Compensation
| Component | Amount | Plan/Terms | Timing |
|---|---|---|---|
| CEO Base Salary | $1,100,000 | Approved with CEO appointment | Effective Nov 13, 2025 . |
| CEO Signing Bonus | $500,000 | One-time, make‑whole | Granted with CEO appointment . |
| Director Cash Retainer (2024) | $100,000 | Non‑employee director annual retainer | Paid quarterly in arrears . |
Performance Compensation
| Incentive | Metric(s) | Weighting | Target | Actual/Payout | Vesting/Settlement |
|---|---|---|---|---|---|
| CEO RSU Award (140,000 units) | Not disclosed (time‑based) | n/a | n/a | n/a | 10 equal annual installments from grant date (110,000 “Base RSUs”; 30,000 “Retirement RSUs”), subject to continued employment; granted under Incentive Plan, effective Nov 13, 2025 . |
| Director Equity (2024) | RSUs (92 units) | n/a | n/a | Grant-date fair value $41,624 | Vests in 3 equal annual installments from 9/4/2024 . |
Notes
- The company’s new long-term equity philosophy (2025–2034 plan for NEOs) emphasizes large, infrequent RSU grants aligned to long-term share price appreciation; CEO Booth’s RSUs included a performance-vesting tranche, but Mr. Hegde’s grant was disclosed as time-based with Base/Retirement RSU classifications (award agreement definitions) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 10,000 CACC shares; <1% of outstanding (11,747,851 shares as of April 8, 2025) . |
| Director equity position at 12/31/2024 | 7,500 vested options; 2,500 unvested options; 92 unvested RSUs . |
| Hedging/Pledging | Hedging prohibited for executives/directors; no specific pledging disclosure in proxy . |
| Ownership guidelines | Not disclosed in 2024–2025 proxies reviewed. |
| Potential selling pressure | CEO award vests in 10 equal annual installments; time‑based vesting may create periodic supply around vesting dates; “Retirement RSUs” classification suggests delayed settlement for a portion of awards per plan constructs (specifics for CEO award not disclosed) . |
Employment Terms
| Term | Provision |
|---|---|
| Start in current role | CEO and President effective Nov 13, 2025; stepped off Board committees effective Oct 25, 2025 . |
| Severance | Eligibility for severance equal to 1x annual base salary upon termination without cause or for good reason, subject to release; lump sum per Executive Severance Agreement . |
| Change-in-control (CIC) equity treatment (plan-level) | Double‑trigger: if awards are assumed/substituted, vesting accelerates upon qualifying termination within 24 months post‑CIC (for 2025–2034 RSUs, up to the next three scheduled vesting dates or remaining unvested if fewer); unassumed awards vest at CIC . |
| Clawback | Dodd-Frank/Nasdaq-compliant clawback policy covering erroneously awarded incentive compensation upon a material restatement . |
| Insider trading | Insider trading policy in place; hedging prohibited . |
| Non-compete / Non-solicit / Garden leave | Not disclosed in the 8‑K or proxies reviewed. |
Board Governance (Director Service History, Committees, Independence)
- Service and roles: Director since May 2021; member of Compensation and Nominating Committees through 2024; determined independent under Nasdaq prior to CEO appointment; ceased committee service effective October 25, 2025 when selected as CEO .
- Attendance (2024): Absent for one Board meeting and two Compensation Committee meetings; Board held six meetings in 2024; all other directors attended all meetings of their committees, except one Audit Committee absence by the Chair .
- Board leadership: Independent Chair and Lead Director (Thomas N. Tryforos); Board routinely holds executive sessions of independent directors, supporting separation of chair and CEO roles .
- Committee governance: Compensation Committee (Hegde member; chaired by Scott J. Vassalluzzo), Audit Committee, and Nominating Committee have adopted charters and consist of independent directors .
Director Compensation (2024)
| Component | Amount/Details |
|---|---|
| Cash retainer | $100,000 (paid quarterly) . |
| Annual equity | 92 RSUs granted 9/4/2024; grant-date fair value $41,624; vests over three years . |
| Meeting fees | Not paid under 2024 structure (flat retainer and RSUs) . |
| Travel/perqs | Company reimburses business-related travel expenses (Hegde incurred none in 2024) . |
Compensation Structure Analysis
- RSU-heavy, time-based CEO package: The 140k RSU grant for Mr. Hegde is disclosed as time-based (Base/Retirement RSUs); unlike the outgoing CEO’s mixed time/performance design, the new CEO grant contains no explicit performance-vesting criteria—reducing downside risk to the executive but relying on share price for value creation .
- Ten-year vesting cadence: Long vesting promotes retention and long-term alignment but can produce recurring annual vest-related supply; plan-level “Retirement RSUs” design (for NEOs) extends settlement after termination, potentially mitigating immediate post-departure sales (CEO-specific settlement mechanics not disclosed beyond classifications) .
- No cash bonus plan disclosed: CACC has historically eliminated annual cash incentives for NEOs in favor of higher base and long-term equity; no 2025 CEO bonus target is disclosed alongside Mr. Hegde’s package .
- Governance guardrails: Company maintains a clawback; hedging is prohibited; CIC is double-trigger; Incentive Plan prohibits repricing and includes minimum vesting and other best practices .
Performance & Track Record
| Measure | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| TSR – value of $100 investment | $78.25 | $155.47 | $107.24 | $120.40 | $106.09 |
| GAAP Net Income ($M) | $421.0 | $958.3 | $535.8 | $286.1 | $247.9 |
| Economic Profit ($M) | $471.3 | $574.1 | $476.6 | $260.5 | $200.3 |
Notes
- Pay versus performance context shows sensitivity of “compensation actually paid” to equity valuations; the Company highlights share price and “economic profit” as key performance measures .
Say‑on‑Pay & Shareholder Feedback
- 2024 say‑on‑pay approval: 98.4% of votes cast; Committee concluded no changes needed for 2024 .
- 2023 say‑on‑pay approval: 97% of votes cast; policy of annual say‑on‑pay maintained .
Equity Plan, Consultant Use, and Peer Group
- Compensation consultants and peer benchmarking: Not used to set executive compensation; committee relies on internal philosophy and discretion .
- Incentive Plan (amended 2024): Share reserve increased to support multi‑year equity grants; governance features include no repricing, minimum vesting, double-trigger CIC, and no liberal share counting .
Related Party Transactions and Conflicts
- Audit Committee oversees related party transactions; no specific related party transactions disclosed involving Mr. Hegde in reviewed filings .
Risk Indicators & Red Flags
- Attendance: One Board and two Compensation Committee absences in 2024; noteworthy but not pervasive .
- Performance linkage: New CEO grant appears primarily time-based without disclosed performance hurdles (contrast with prior CEO’s mix), potentially reducing pay-for-performance sensitivity .
- Hedging/pledging: Hedging prohibited; no pledging disclosure—monitor future proxies for any pledging activity .
- Insider trading/10b5‑1: No Form 4 dataset returned in this corpus for 2024–2025; continue monitoring for 10b5‑1 plans and sale patterns as equity begins to vest [ListDocuments result showing none].
Employment & Contracts (Retention/Transition)
- Appointment and transition: CEO effective Nov 13, 2025; prior CEO (Ken Booth) retires Jan 31, 2026 after a transition period; Mr. Hegde removed from Board committees upon selection as CEO .
- Severance economics: 1x base salary severance upon termination without cause or for good reason (release required) .
- CIC equity: Plan-level double-trigger; unassumed awards vest at CIC; assumed awards accelerate upon qualifying termination, with specific RSU acceleration for next three vest dates (as applicable) .
Board Service History, Committees, and Dual-Role Implications
- Committees: Compensation and Nominating Committee member through 2024; independence under Nasdaq before CEO appointment; ceases committee service to preserve governance independence as CEO .
- Dual-role governance: CEO also serves as a director; independent Chair/Lead Director structure provides counterbalance (Chair Thomas N. Tryforos) .
Investment Implications
- Alignment and retention: A large, time-based 10‑year RSU grant with Base/Retirement structure tightly aligns Mr. Hegde to long-term share performance and retention; however, the lack of disclosed performance hurdles reduces explicit pay-for-performance linkage versus the prior CEO’s mix .
- Supply overhang cadence: Annual vesting over a decade can introduce predictable sell-side supply around vesting windows; the “Retirement RSU” design (for similar awards) can delay a portion of settlement and mitigate immediate selling post‑separation, but CEO‑specific settlement details were not disclosed beyond classification .
- Downside protection limited in CIC: Equity features are standard double‑trigger; severance multiple is a modest 1x salary—shareholder-friendly and not overly protective, implying limited change‑of‑control overhang .
- Governance and execution: Strong say‑on‑pay support, independent chair, and codified clawback/hedging restrictions are positives; monitor early operational KPIs and credit outcomes under a CEO with deep digital/marketing pedigree to assess value creation amid credit cycle dynamics .
Data sources: 2025 and 2024 DEF 14A proxies; 8-K filings on Jan 25, 2024 and Oct 28, 2025; company press releases embedded therein .