Gregory S. Washer
CONSUMER PORTFOLIO SERVICESAbout Gregory S. Washer
Independent director (age 64) serving on CPSS’s board since June 2007. Former President and owner of Clean Fun Promotional Marketing (1986–2014), consultant through August 2017; now retired. Brings organizational and operational management experience with deep exposure to promotion and marketing of services .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Clean Fun Promotional Marketing | President & Owner | 1986–2014 (sold Sept 2014); consultant through Aug 2017 | Operational management, promotion/marketing expertise; retired afterward |
External Roles
- No other public company directorships disclosed for Mr. Washer in CPSS’s proxy materials .
Board Governance
- Committee assignments: Audit Committee member; Nominating Committee chair. Compensation Committee membership not listed for Washer .
- Independence: Board determined Washer is independent under Nasdaq standards; all committee members are independent .
- Attendance and engagement: In 2024, Board met 4x; Audit 5x; Compensation 1x; Nominating 1x. Each director attended at least 75% of eligible meetings except Mr. Roberts; Washer met ≥75% threshold. In 2023, each director attended ≥75% of eligible meetings; Board met 6x; Audit 5x; Compensation 1x; Nominating 1x .
- Leadership structure: No designated Lead Independent Director; CEO also serves as Chair. Committees composed solely of independent directors; bylaws facilitate calling meetings by any two directors or the Secretary at the request of any director .
Committee Roles Table
| Committee | Role | Independence Status |
|---|---|---|
| Audit | Member | Independent; committee solely independent |
| Nominating | Chair | Independent; committee solely independent |
Fixed Compensation
- Director fee structure: Retainer $6,000/month; additional $700/month per committee membership; $1,200/month for committee chair; per diem Board meeting fees $1,000 in-person/$500 telephone; no per diem for committee meetings .
| Metric | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash (Total) | $97,800 | $98,800 |
Performance Compensation
- Equity grants to directors: Proxy reports director compensation exclusively as cash; no stock awards or option awards reported for directors in 2023 or 2024 director compensation tables (totals equal cash column) .
- Outstanding director options: As of December 31, 2024 footnote lists Washer held 150,000 vested stock options (historical grants under CPSS plans) .
Other Directorships & Interlocks
- Large shareholder representation on CPSS’s board: Stephen H. Deckoff (Managing Principal, Black Diamond Capital Management) and James E. Walker III (Black Diamond leadership roles) serve on CPSS’s board while Black Diamond beneficially owns 23.2% (2025 record date) of CPSS; deckoff disclaims beneficial ownership beyond pecuniary interest. No interlocks or related-party ties disclosed for Washer .
- Say-on-pay: 2024 advisory vote approved (15,390,289 for; 1,255,221 against; 2,200 abstain; 1,470,031 broker non-votes) .
Expertise & Qualifications
- Organizational and operational management; promotion/marketing of services; long-serving director providing continuity and governance experience .
Equity Ownership
- No pledged shares disclosed for Washer. Pledge disclosure in 2024 table applies to CEO, not Washer .
| Metric | Sep 25, 2024 (Record Date) | Oct 23, 2025 (Record Date) |
|---|---|---|
| Beneficial Ownership (shares) | 532,784 | 496,114 |
| Percent of Class | 2.6% (out of 20,701,654) | 2.2% (out of 22,071,046) |
| Options exercisable within 60 days | 150,000 | Not separately disclosed; footnote indicates 150,000 vested options as of 12/31/2024 |
Shareholder Voting Signal (2024)
| Director | Votes For | Votes Withheld | Broker Non-Votes |
|---|---|---|---|
| Gregory S. Washer | 13,559,574 | 3,088,136 | 1,470,031 |
Note: Washer had a higher withheld count than most peers, which can indicate pockets of shareholder concern; several other directors had materially fewer withholds in 2024 .
Related Party Transactions / Conflicts
- Company policy requires Audit Committee or disinterested independent director approval for related-party transactions. 2023–2025 related-party items disclosed for other insiders (e.g., CEO share repurchases; executive notes) were reviewed/ratified; no related-party transactions involving Washer were disclosed .
Governance Assessment
- Strengths: Independent director with long tenure; chair of Nominating Committee; member of Audit Committee, supporting board refresh and financial oversight. Committees are fully independent; Washer met attendance thresholds in 2023–2024 .
- Alignment: Meaningful ownership (2.2% in 2025; 2.6% in 2024) and 150,000 vested options suggest skin-in-the-game; no pledging disclosed for Washer .
- Compensation structure: Director pay is cash-based with clear fee policy; no performance-linked director equity grants reported in 2023–2024, which limits variable, at-risk alignment at the board level, though legacy options remain outstanding .
- Governance risks and signals:
- Bold RED FLAG: Elevated “votes withheld” against Washer in the 2024 election (3.09M withheld) relative to peers, indicating possible investor concerns around board effectiveness or independence perceptions amid concentrated ownership dynamics .
- No Lead Independent Director; CEO also serves as Chair, placing greater reliance on committee chairs—including Washer as Nominating chair—for independent oversight .
- No related-party exposure disclosed for Washer, mitigating conflict risk .
Overall, Washer’s committee leadership (Nominating chair) and Audit membership support board effectiveness, with adequate attendance and meaningful equity exposure. The higher shareholder withholds in 2024 warrant continued monitoring of board refresh, independence optics, and investor engagement under his Nominating leadership .