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James E. Walker III

About James E. Walker III

James E. Walker III, 63, has served as an independent director of Consumer Portfolio Services, Inc. since August 2022. He is President and Senior Managing Director of Black Diamond Capital Management (co‑founder, 1996; rejoined September 2023), with a career spanning investment banking and alternative investments, including risk committee leadership and distressed real estate fund formation. Education is not disclosed in CPSS filings. Core credentials: extensive investment management experience, board service across real estate and industrials, and prior investment banking roles at Kidder Peabody and Bear Stearns .

Past Roles

OrganizationRoleTenureCommittees/Impact
Black Diamond Capital ManagementCo‑founder (1996); President & Senior Managing DirectorRejoined Sept 2023 (co‑founder since 1996)Oversees general management, strategic growth, and investments
Vinson Ventures, LLCManaging PartnerPrior to Sept 2023 (dates not specified)Boutique investment leadership
Fir Tree PartnersManaging Partner2008–2017Co‑founded distressed real estate funds; chaired Risk Committee
Jadian CapitalStrategic Partner2017–2021Alternative investment strategies
Kidder Peabody; Bear StearnsInvestment BankingNot disclosedEarly career IB roles

External Roles

OrganizationRoleTenureNotes
Starwood Real Estate Trust (private REIT)Board MemberSince Nov 2017Private real estate investment firm
Emeco (Australia)Board MemberSince Jun 2023Mining equipment rental company
Clarus Corporation (public)Former DirectorNot disclosedGlobal outdoor/consumer products; prior service

Board Governance

  • Independence: The Board concluded all directors other than the CEO are independent under Nasdaq standards; Walker is independent with no material relationship impairing independence .
  • Committee memberships: Walker is not listed on Audit, Compensation, or Nominating; current rosters are Audit (Rayhill—chair, Grasso, Washer, Wood), Compensation (Wood—chair, Grounds, Roberts), Nominating (Washer—chair, Grounds, Rayhill) .
  • Attendance: In 2024, the Board met 4 times; Audit met 5; Compensation once; Nominating once. Each director attended ≥75% of meetings they were eligible to attend, except Mr. Roberts; the Chairman/CEO, and no other directors, attended last year’s annual meeting of shareholders .
  • Risk oversight: Per Board and committee disclosures, risk oversight occurs at Board level and via Audit/Compensation Committees; Audit focuses on credit loss allowances and contingencies, Compensation on balancing growth with credit quality in incentive objectives .

Fixed Compensation

ComponentPolicy/Amount2024 Amount for J.E. Walker III
Annual cash retainer$6,000 per monthIncluded in total below
Committee membership fee+$700 per month (member); +$1,200 per month (chair)Not applicable if not on committees
Per‑meeting fees (Board)$1,000 in‑person; $500 by phone; none for committee meetingsIncluded in total below
Total cash compensationFees Earned or Paid in Cash$74,500

Performance Compensation

ItemDisclosure for Directors
Equity awards (RSUs/PSUs/Options)No equity grants to non‑employee directors reported for 2024; director compensation table shows only cash fees (no stock/options columns) .
Performance metrics tied to director payNone disclosed for non‑employee directors .
Vesting schedulesNot applicable (no director equity awards disclosed for 2024) .
Clawback provisions2025 Equity Incentive Plan includes recoupment/clawback and equity holding/ownership policy references applicable to awards granted under the plan .

Change‑of‑control terms for options: Options issued to non‑employee directors accelerate automatically upon specified changes of control (sale of substantially all assets; merger with <50% ownership; board turnover; >25% voting securities acquisition), subject to plan terms .

Other Directorships & Interlocks

RelationshipDetailGovernance Implication
Significant shareholderBlack Diamond investment vehicles beneficially own 5,127,165 CPSS shares (23.2% of class) .Potential influence on board matters; heightened scrutiny on related‑party/independence.
Black Diamond leadershipWalker is President & Senior MD at Black Diamond; Stephen H. Deckoff (Black Diamond Managing Principal) is also a CPSS director .Director interlock risk: insider perspective from a large holder; Board asserts independence under Nasdaq .

Expertise & Qualifications

  • Investment management and distressed asset expertise; risk committee leadership (Fir Tree); strategic growth execution (Black Diamond) .
  • Board experience across real estate and industrials; prior investment banking at Kidder Peabody and Bear Stearns .

Equity Ownership

Measure (Record Date: Oct 23, 2025; shares outstanding: 22,071,046)James E. Walker III
Shares owned (beneficial)0
Percent of class* (less than 1%)
Options (exercisable within 60 days)Not listed with option holdings; no options disclosed for Walker .
Pledged/Hedged sharesNo pledging/hedging by Walker disclosed; CPSS prohibits hedging by executive officers and permits pledging for executive officers; no minimum stock ownership policy for senior management noted; director ownership guidelines not disclosed .

Say‑on‑Pay & Shareholder Feedback

Proposal (Nov 12, 2024 Annual Meeting)Votes ForVotes AgainstAbstentionsBroker Non‑Votes
Advisory approval of executive compensation15,390,2891,255,2212,2001,470,031

Director elections outcome (Nov 12, 2024): Walker received 16,030,135 votes for, 617,575 withheld, 1,470,031 broker non‑votes .

Governance Assessment

  • Independence and attendance: Walker is independent under Nasdaq rules and met ≥75% attendance in 2024; positive for board effectiveness .
  • Committee engagement: Not currently seated on Audit/Comp/Nominating; limits direct committee influence but avoids potential conflicts given Black Diamond stake .
  • Ownership alignment: No CPSS share ownership disclosed (0 shares); cash‑only director pay in 2024; alignment would improve with equity-based director compensation or ownership guidelines. CPSS has no minimum ownership policy for senior management and permits pledging by executives; director guidelines not disclosed—investors may view this as a weaker alignment framework .
  • Interlocks/conflicts: Walker’s senior leadership role at Black Diamond alongside Board presence of Deckoff, with Black Diamond owning 23.2% of CPSS, is a material governance consideration. While the Board affirms independence, investors should monitor related‑party transactions and voting on matters affecting large shareholders .
  • RED FLAGS:
    • Concentrated ownership influence via Black Diamond; director interlock (Walker/Deckoff) .
    • Absence of disclosed director equity grants in 2024 and lack of ownership guidelines reduces pay‑for‑performance alignment for directors .
    • Company permits pledging by executive officers; policy language does not extend prohibition to directors—monitor pledge disclosures (CEO has pledged shares per footnote; no Walker pledge disclosed) .

Overall: Walker brings deep investment and risk expertise. Governance confidence is supported by independence and attendance, but balanced against interlock with a 23.2% shareholder and limited director ownership alignment. Continuous monitoring of committee assignments, any future director equity programs under the 2025 Equity Incentive Plan, and related‑party oversight is warranted .