Daniel S. Wood
CONSUMER PORTFOLIO SERVICESAbout Daniel S. Wood
Daniel S. Wood, 66, has been an independent director of Consumer Portfolio Services, Inc. since July 2001. He previously served as President of Carclo Technical Plastics from September 2000 to April 2007 and before that was COO and co-owner of Carrera Corporation (1988–2000). The Board has determined he is independent under Nasdaq rules and qualified as an “audit committee financial expert” under Item 407 of Regulation S-K .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Carclo Technical Plastics | President | Sep 2000 – Apr 2007 | Responsible for financial statements; experience supports audit oversight |
| Carrera Corporation | COO & Co-owner | 1988 – Sep 2000 | Operational and management experience leveraged on CPS Board |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| None disclosed | — | — | No other public company board roles disclosed for Wood in CPS proxies |
Board Governance
- Committee assignments: Chair, Compensation Committee; Member, Audit Committee; independent director .
- Audit committee financial expert designation: Wood is identified as the audit committee financial expert .
- Independence: Board concluded all non-CEO directors, including Wood, are independent .
- Attendance and engagement:
- 2024: Board met 4 times; Audit 5; Compensation 1; Nominating 1. Each director attended ≥75% of meetings except Mr. Roberts; implies Wood met attendance threshold .
- 2023: Board met 6 times; committees similar cadence; each director attended ≥75% .
- Lead Independent Director: CPS has not designated a lead independent director .
- Shareholder votes (signals):
- Director elections: Wood received 15,759,638 votes “for,” 888,072 “withheld” in 2024; elected (good support) .
- Say-on-pay: 92% approval in 2024; 71% in 2023 (improving support trend) .
| Governance Metric | 2023 | 2024 |
|---|---|---|
| Board Meetings Held | 6 | 4 |
| Audit Committee Meetings | 5 | 5 |
| Compensation Committee Meetings | 1 | 1 |
| Director Attendance ≥75% | Yes (all) | Yes (all except Roberts) |
| Say-on-Pay Approval | 71% | 92% |
Fixed Compensation
- Policy (non-employee directors, 2023–2024): Cash retainer $6,000/month; committee membership $700/month; committee chair $1,200/month; Board meeting per diem $1,000 in-person/$500 by phone; no per diem for committee meetings .
- Wood’s cash compensation:
- 2023: $106,200 .
- 2024: $107,200 .
| Metric | 2023 | 2024 |
|---|---|---|
| Cash Retainer (policy) | $6,000/month | $6,000/month |
| Committee Fee (member) | $700/month | $700/month |
| Committee Chair Fee | $1,200/month | $1,200/month |
| Board Meeting Per Diem (in-person/phone) | $1,000 / $500 | $1,000 / $500 |
| Wood – Fees Earned/Paid in Cash | $106,200 | $107,200 |
Performance Compensation
- No director RSUs/PSUs or option grants disclosed as annual director compensation; director pay is cash-based with meeting/per diem components .
- Equity plan guardrails:
- Non-Employee Director annual limit: total cash + grant-date fair value of awards ≤ $600,000/year .
- Minimum vesting: ≥1-year from grant or next annual meeting ≥50 weeks after prior meeting; committee can accelerate for death/disability/retirement/termination without cause or change of control .
- Change-of-control: Non-employee director options accelerate upon specified change-of-control events .
| Plan Provision | Detail |
|---|---|
| Non-Employee Director Compensation Limit | $600,000/year cap (cash + equity grant-date fair value) |
| Minimum Vesting for Director Equity | ≥1-year or next annual meeting ≥50 weeks after prior meeting; acceleration allowed in specified cases |
| Director Equity Acceleration (COC) | Options accelerate upon defined change-of-control events |
Other Directorships & Interlocks
- None disclosed for Wood. Other CPS directors have external affiliations (e.g., Black Diamond, MGM, etc.), but no Wood interlock with CPS customers/suppliers noted .
Expertise & Qualifications
- Financial reporting and audit oversight experience (former president responsible for audited financials) supporting audit committee service .
- Designated audit committee financial expert .
- Long-tenured governance experience since 2001 .
Equity Ownership
- Beneficial ownership:
- As of Sep 25, 2024 (Record Date): 364,910 shares; 1.7% of class; includes 165,000 shares acquirable within 60 days via options .
- As of Oct 23, 2025 (Record Date): 334,943 shares; 1.5% of class; includes 120,000 shares acquirable within 60 days via options .
| Metric | 2024 (Record Date 2024-09-25) | 2025 (Record Date 2025-10-23) |
|---|---|---|
| Beneficial Ownership (shares) | 364,910 | 334,943 |
| Percent of Class | 1.7% (20,701,654 shares outstanding) | 1.5% (22,071,046 shares outstanding) |
| Shares Exercisable within 60 Days (Options) | 165,000 | 120,000 |
- Hedging/pledging policy: CPS prohibits hedging (e.g., shorts, puts) but does not prohibit pledging shares; policy disclosed for executives, no specific director prohibition disclosed .
Insider Trades
- Reported Form 4-related transactions:
- Nov 20–22, 2024: Wood sold 13,000 shares across three days at weighted average prices ~$10.38–$10.49; total ~$135,860; post-sales holdings cited at 186,910 shares (media summary referencing Form 4) .
- CPS IR site shows multiple Form 4 postings in 2025; use IR filings page for primary source navigation .
| Date | Type | Shares | Price | Value | Source |
|---|---|---|---|---|---|
| 2024-11-20 | Sale | 3,000 | $10.38 | $31,140 | |
| 2024-11-21 | Sale | 2,000 | $10.40 | $20,800 | |
| 2024-11-22 | Sale | 8,000 | $10.49 | $83,920 |
Note: For original Form 4 filings, consult the CPS IR SEC filings index and SEC EDGAR; media summaries above aggregate the Form 4 disclosures .
Fixed Director Compensation (Detail)
| Component | Policy / Amount |
|---|---|
| Monthly Cash Retainer | $6,000 (non-employee directors) |
| Committee Membership Fee | $700/month (member) |
| Committee Chair Fee | $1,200/month (chair) |
| Board Meeting Per Diem | $1,000 in-person; $500 by phone |
| Committee Meeting Per Diem | None |
Other Signals and Related-Party Context
- Related-party transactions policy: Transactions require Audit Committee or disinterested independent director approval per charter; policy reaffirmed in proxies .
- 2025 proxy notes a director (Roberts) sold shares to the company under repurchase program (not Wood), subsequently ratified; oversight emphasizes audit process around related-party dealings .
- Overhang/burn rate context: Equity plan overhang 25.9% (as of 2025 record date) and three-year average burn rate 2.8%; directors eligible but actual benefits under 2025 Plan not predetermined .
Governance Assessment
- Strengths:
- Long-tenured independent director with deep operational and financial reporting experience; designated audit committee financial expert .
- Serves as Compensation Committee chair, with committee composed solely of independent directors; formal responsibilities well-articulated .
- Consistent attendance ≥75% and strong shareholder support in director elections; improving say-on-pay support to 92% in 2024 .
- Alignment and Ownership:
- Meaningful beneficial ownership with vested options exercisable within 60 days; ownership declined YoY but remains >1% of class, contributing to alignment .
- Risks / RED FLAGS:
- Insider selling in Nov 2024 (13,000 shares) is a modest negative signal; monitor for pattern consistency versus liquidity or diversification needs .
- CPS permits pledging for executives (no explicit director prohibition disclosed), which can introduce alignment risk if applicable; company prohibits hedging .
- Equity plan overhang is elevated, though director compensation remains capped by a $600,000 annual limit and minimum vesting safeguards .
- Net view: Wood’s governance profile—committee leadership, financial expertise, independence, and attendance—supports board effectiveness. Monitor insider activity and overall equity plan dilution, but no direct related-party or attendance concerns are indicated for Wood in disclosures .