Brian J. Rayhill
CONSUMER PORTFOLIO SERVICESAbout Brian J. Rayhill
Brian J. Rayhill, 62, is an independent director of Consumer Portfolio Services (CPSS) who has served on the Board since August 2006. He is a practicing attorney in New York State since 1988 and has served as the managing attorney of the Law Office of Brian Rayhill since 2017, bringing legal knowledge and perspective to the Board. He currently chairs the Audit Committee and serves on the Nominating Committee. His independence is affirmed under Nasdaq standards, and he met the company’s minimum attendance threshold in 2024.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Law Office of Brian Rayhill | Managing Attorney | 2017–present | Legal expertise relevant to governance and compliance oversight |
| Private Practice (New York State) | Attorney | 1988–present | Practicing attorney; legal knowledge and advocacy experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No other public company directorships disclosed in the proxy for Mr. Rayhill |
Board Governance
| Item | Detail |
|---|---|
| Independence | Board concludes all directors other than the CEO are independent under Nasdaq standards; Mr. Rayhill is independent |
| Committees | Audit Committee (Chair); Nominating Committee (Member) |
| Committee Composition (2024) | Audit: Rayhill (chair), Grasso, Washer, Wood; Nominating: Washer (chair), Grounds, Rayhill |
| Audit Committee mandate | Reviews financial statements, auditor independence, credit estimates/allowances, contingent liabilities and reserves |
| Meetings & Attendance (2024) | Board: 4 meetings; Audit: 5; Compensation: 1; Nominating: 1; each director attended at least 75% except Roberts (below 75%) |
| Board leadership | CEO/Chair roles combined at CPSS; oversight by independent directors emphasized |
Fixed Compensation
| Component | Policy/Rate | Notes |
|---|---|---|
| Annual retainer (cash) | $6,000 per month | Paid to non-employee directors |
| Committee member fee | $700 per month | Additional to retainer |
| Committee chair fee | $1,200 per month | Additional to retainer |
| Per diem (in-person Board meeting) | $1,000 per meeting | No per diem for committee meetings |
| Per diem (telephone Board meeting) | $500 per meeting | No per diem for committee meetings |
| 2024 fees – Brian J. Rayhill | $106,700 (cash) | Total director compensation for 2024; no additional equity shown for 2024 |
Performance Compensation
| Metric | As of Date | Value/Detail |
|---|---|---|
| Director equity grants in year | 2024 | None disclosed for non-employee directors; table reports cash-only fees |
| Stock options outstanding (vested) | 12/31/2024 | 165,000 vested stock options (Mr. Rayhill) |
| Options exercisable within 60 days (included in beneficial ownership) | Record Date 10/23/2025 | 120,000 shares acquirable via options within 60 days |
No director performance metrics (e.g., TSR/ROIC targets) or RSU/PSU awards are disclosed for Mr. Rayhill in 2024.
Other Directorships & Interlocks
| Company | Role | Committee Roles | Status |
|---|---|---|---|
| — | — | — | No other public company directorships disclosed for Mr. Rayhill |
Expertise & Qualifications
- Legal expertise from a long-standing private law practice; practicing attorney since 1988; managing attorney since 2017, contributing legal perspective to board deliberations.
- Audit Committee chair experience; committee comprises only independent directors; Audit Committee oversight spans financial reporting integrity, auditor independence, credit allowances/reserves, and contingent liabilities.
- The Board has designated Daniel S. Wood (not Mr. Rayhill) as the Audit Committee financial expert under Item 407 of Regulation S‑K.
Equity Ownership
| Holder | Beneficial Ownership (shares) | % of Class | Notes |
|---|---|---|---|
| Brian J. Rayhill | 352,385 | 1.6% | Includes options exercisable within 60 days (120,000 shares) as of 10/23/2025 record date |
| Options vesting/exercisability detail | — | — | Vested stock options outstanding as of 12/31/2024: 165,000 options |
| Pledging | — | — | No pledge of Mr. Rayhill’s shares is disclosed; CEO Bradley’s pledged shares are noted separately in the footnotes |
Governance Assessment
- Independence and oversight: Mr. Rayhill is an independent director who chairs the Audit Committee and serves on the Nominating Committee; committees are composed solely of independent directors, supporting robust governance and oversight of financial reporting and board refreshment.
- Attendance and engagement: He met the company’s minimum attendance threshold in 2024, during a year with 4 Board, 5 Audit, 1 Compensation, and 1 Nominating meetings, indicating consistent engagement.
- Compensation and alignment: 2024 director compensation was cash-only under a transparent fee schedule; Mr. Rayhill also holds a meaningful equity position (352,385 shares; 1.6% of outstanding) with additional options exercisable, signaling alignment with shareholders.
- Conflicts/related-party: The proxy discloses a related-party transaction policy overseen by the Audit Committee and notes specific transactions involving others (e.g., CEO share repurchases, executive note purchases), with no related-party transactions disclosed involving Mr. Rayhill.
- Board structure context: CPSS combines CEO and Chair roles but emphasizes independent director oversight; Mr. Rayhill’s Audit Committee leadership is a key counterbalance for risk oversight and financial integrity.