Stephen H. Deckoff
CONSUMER PORTFOLIO SERVICESAbout Stephen H. Deckoff
Stephen H. Deckoff, 59, is an independent director of Consumer Portfolio Services (CPSS), serving since August 2022. He is Managing Principal of Black Diamond Capital Management, L.L.C., which he founded in 1995, bringing extensive structured finance experience from prior roles at Kidder Peabody (SVP, head of Structured Finance), Bear Stearns (Managing Director, Structured Finance), Chemical Securities (Structured Finance), and Drexel Burnham Lambert (Fixed Income Research). He also joined the board of KVH Industries, Inc. in June 2023 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Kidder, Peabody & Co. Inc. | Senior Vice President; Head, Structured Finance Group | Prior to 1995 | Led structured finance origination; deep capital markets expertise |
| Bear Stearns & Co. | Managing Director, Structured Finance Group | Prior to joining Kidder (dates not disclosed) | Structured finance leadership |
| Chemical Securities, Inc. | Structured Finance Department | Before joining Bear (dates not disclosed) | Structured finance execution |
| Drexel Burnham Lambert | Fixed Income Research Department | Dates not disclosed | Fixed income analytics foundation |
External Roles
| Organization | Role | Start | Committees/Impact |
|---|---|---|---|
| Black Diamond Capital Management, L.L.C. | Managing Principal | 1995 | Responsible for portfolio management and business operations |
| KVH Industries, Inc. (Public) | Director | June 2023 | Public board experience; committees not disclosed |
Board Governance
- Independence: The Board determined Deckoff is independent under Nasdaq standards (all non-management directors except the CEO are independent) .
- Committee assignments: Not listed on the Audit (Rayhill chair; members Grasso, Washer, Wood), Compensation (Wood chair; members Grounds, Roberts), or Nominating (Washer chair; members Grounds, Rayhill) Committees .
- Attendance and engagement: Board held four meetings in 2024; each director attended at least 75% of Board/committee meetings they were eligible to attend in 2024, except Mr. Roberts (Deckoff met ≥75%) .
- Board leadership: CEO/Chair roles are combined; oversight of management is provided by independent directors on committees .
| Governance Attribute | Value |
|---|---|
| Board service start date | August 2022 |
| Independence status | Independent (Nasdaq) |
| Board meetings held (2024) | 4 |
| Committee meetings (2024) | Audit 5; Compensation 1; Nominating 1 |
| Attendance threshold met | ≥75% (Deckoff) |
| Committee memberships | None (not on Audit/Comp/Nom) |
Fixed Compensation
| Component (Directors) | 2024 Amount | Notes |
|---|---|---|
| Monthly cash retainer | $6,000 | Paid to non-employee directors |
| Committee membership fee (per month) | $700 | Additional fee for serving on a committee |
| Committee chair fee (per month) | $1,200 | Additional fee for chairing a committee |
| Per diem (Board meeting, in-person) | $1,000 | No per diem for committee meetings |
| Per diem (Board meeting, phone) | $500 | No per diem for committee meetings |
| Stephen H. Deckoff—Total cash fees (2024) | $74,000 | As disclosed in director compensation table |
Performance Compensation
| Component | 2024 Value | Performance Metrics |
|---|---|---|
| Equity awards (RSUs/PSUs) | None disclosed | Not applicable—no metrics disclosed for directors |
| Options awards | None disclosed for Deckoff | Not applicable |
| Cash bonus (performance-based) | None disclosed | Not applicable |
No performance-conditioned compensation for non-employee directors was disclosed; director compensation is primarily cash retainers and per diems .
Other Directorships & Interlocks
| Entity | Role | Start | Interlock/Conflict Considerations |
|---|---|---|---|
| KVH Industries, Inc. | Director | June 2023 | Public company board service; no CPSS interlock noted |
| Black Diamond vehicles (shareholder) | Managing Principal of manager to BD vehicles | Ongoing | BD vehicles beneficially own 23.2% of CPSS; Deckoff disclaims beneficial ownership except pecuniary interest |
| Black Diamond leadership on CPSS board | James E. Walker III (President & SMD, Black Diamond) is also a CPSS director | Walker joined CPSS board Aug 2022 | Two senior BD principals on CPSS board indicates potential influence/interlock |
Expertise & Qualifications
- Extensive structured finance and fixed income background; Managing Principal of Black Diamond since 1995 .
- Public board experience at KVH Industries .
- Board biography emphasizes “extensive financial experience and expertise” .
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership (Deckoff) | 5,127,165 shares |
| Ownership as % of shares outstanding | 23.2% |
| Ownership vehicle | Shares held by certain Black Diamond investment vehicles; Black Diamond exercises investment discretion via affiliates |
| Beneficial ownership disclaimer | Deckoff disclaims beneficial ownership except to his pecuniary interest |
| Options (exercisable/unexercisable) | No options reported for Deckoff (others listed; Deckoff not among them) |
| Pledged shares | No pledging disclosed for Deckoff (CEO Bradley has 1,685,878 pledged) |
Governance Assessment
-
Positive signals:
- Independent director with ≥75% attendance in 2024; demonstrates baseline engagement .
- Strong finance expertise relevant to CPSS’s subprime auto credit and securitization activities .
- Independent committees (Audit/Comp/Nom) provide structural oversight, though Deckoff is not a member of these committees .
-
Structural and conflict considerations:
- RED FLAG: Significant CPSS stake via Black Diamond vehicles (23.2%); while Deckoff disclaims beneficial ownership, his leadership at Black Diamond suggests potential influence; robust related party oversight is critical .
- RED FLAG: Interlock—two senior Black Diamond principals (Deckoff and Walker) on CPSS board increases the potential for coordinated influence; monitor transactions and strategic decisions for independence of judgment .
- Board leadership risk: Combined CEO/Chair structure concentrates power; increases reliance on committee independence and active engagement from independent directors (including Deckoff) .
- Related-party oversight: Audit Committee chartered to approve/ratify related party transactions; specific examples include ratification of repurchases from CEO Bradley and approvals for subordinated note purchases—underscores need for vigilant committee oversight given concentrated ownership dynamics .
-
Investor sentiment context:
- 2024 say-on-pay support at 92% indicates shareholder approval of executive pay design; neutral-to-positive governance sentiment backdrop, though not director-specific .