William B. Roberts
CONSUMER PORTFOLIO SERVICESAbout William B. Roberts
William B. Roberts, 88, is an independent director of Consumer Portfolio Services (CPSS) and has served on the board since the company’s formation in March 1991, giving him more than three decades of board tenure . From 1981 until his retirement at the end of 2020, he was President of Monmouth Capital Corp., an investment firm specializing in management buyouts, bringing deep financing and deal experience to CPSS . The Board has concluded he is independent under Nasdaq standards, with no material relationship that would impair independence .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Monmouth Capital Corp. | President | 1981–2020 | Led investment firm focused on management buyouts; finance and judgment experience |
External Roles
No other public company directorships or external board roles were disclosed for Mr. Roberts in the latest or recent CPSS proxy statements .
Board Governance
- Committee assignments: Compensation Committee member; chair is Daniel S. Wood (members: Wood, Grounds, Roberts) .
- Independence: Board determined Roberts is independent under Nasdaq standards (all directors except the CEO) .
- Attendance: Roberts attended less than 75% of Board and committee meetings he was eligible to attend in 2024; the Board held 4 meetings, Audit met 5 times, Compensation met once, Nominating met once .
- Lead Independent Director: The Board has chosen not to designate a formal lead independent director .
Fixed Compensation
Director fee structure and actual cash compensation:
| Item | Detail | Source |
|---|---|---|
| Annual cash retainer | $6,000 per month | |
| Committee membership fee | $700 per month; $1,200 per month for committee chair (Roberts is not chair) | |
| Per diem (Board mtgs) | $1,000 in-person; $500 by telephone; none for committee meetings | |
| 2024 cash paid (Roberts) | $81,900 | |
| 2022 cash paid (Roberts) | $82,400 |
Performance Compensation
CPSS does not disclose performance-based director equity (e.g., PSUs/RSUs) for non-employee directors; equity compensation to directors has historically been via stock options (not tied to explicit performance metrics) . The 2025 proxy introduces a new Equity Incentive Plan with general clawback/recoupment provisions applicable to awards, including those to Non-Employee Directors, but does not specify director PSUs/RSUs metrics; the plan caps combined cash and equity grant-date fair value for any Non-Employee Director at $600,000 per calendar year .
Director equity award detail (historical grant):
| Grant Year | Instrument | Shares/Units | Grant/Exercise Terms | Fair Value/Assumptions | Vesting | Source |
|---|---|---|---|---|---|---|
| 2022 | Stock options | 30,000 options (to each non-employee director) | Exercise price $10.25 (closing price on grant date) | Fair value $5.46 per option (binomial); 3.24 yrs expected life; 80.31% volatility; 0% dividend; 3.11% risk-free | Not detailed in proxy (standard option vesting under plan) |
Plan-level guardrails:
- Clawback/recoupment: Awards subject to company clawback/recoupment/equity holding policies and applicable listing standards .
- Non-Employee Director limit: Combined cash plus grant-date fair value of awards ≤ $600,000 per director per calendar year .
Other Directorships & Interlocks
- Compensation Committee Interlocks: None; no CPSS executive served on another company’s board/compensation committee where that company had an executive serving on CPSS’s board/committee (2023 and 2024 disclosures) .
- No external public boards for Roberts disclosed; therefore, no identified interlocks with CPSS competitors/suppliers/customers .
Expertise & Qualifications
- Finance and capital structure: Decades leading an investment firm specializing in management buyouts; brings perspective on financing the business .
- Board experience at CPSS: Continuous director since 1991, contributing institutional knowledge and continuity .
- Independence: Determined independent under Nasdaq standards .
Equity Ownership
Beneficial ownership and options status:
| Metric | 2023 (Record Date 10/12/2023) | 2024 (Record Date 9/25/2024) | 2025 (Record Date 10/23/2025) |
|---|---|---|---|
| Shares beneficially owned | 960,078 | 960,078 | 645,702 |
| % of shares outstanding | 4.5% (21,096,717 shares outstanding) | 4.6% (20,701,654 shares outstanding) | 2.9% (22,071,046 shares outstanding) |
| Options exercisable within 60 days | 60,000 | 60,000 | 60,000 |
| Option status (vested vs. unvested) | 60,000 options held (total) | 60,000 vested stock options | 60,000 exercisable within 60 days (treated as vested for ownership calc) |
| Shares pledged as collateral | Not disclosed for Roberts (CEO has pledged; no pledge noted for Roberts) |
Insider-related share transaction:
- On September 15, 2025, CPSS purchased directly from Director William B. Roberts 100,000 shares at $8.62 per share ($862,000) under the company’s stock repurchase program .
Governance Assessment
- Attendance red flag: Roberts attended less than 75% of Board and committee meetings in 2024, which may signal engagement concerns relative to peers who met or exceeded the 75% threshold .
- Long tenure: Serving since 1991 contributes continuity but may raise investor questions about entrenchment and independence over time despite formal independence determinations .
- Related-party optics: Direct sale of 100,000 shares by Roberts to the company at market price as part of the buyback program warrants scrutiny of process/approvals under CPSS related-party policy (Audit Committee approval/ratification framework in place) .
- Compensation oversight: Compensation Committee (Wood, Grounds, Roberts) is fully independent and authorized to retain consultants but has not done so to date, which some investors may view as a governance gap in benchmarking rigor .
- Board leadership: No lead independent director designated, which can be viewed as a governance weakness in boards with combined Chair/CEO roles .
- Say-on-Pay signals: High approval in 2024 (92%) vs. lower in 2023 (71%) suggests improving shareholder confidence in pay design; while focused on executives, it reflects overall governance sentiment .
Notes on Related-Party Policy and Oversight
- CPSS policy requires related-party transactions benefiting insiders to be approved by the Audit Committee or disinterested independent directors; the policy is codified in the Audit Committee charter .
- The company disclosed repurchases from the CEO that were not preapproved but later ratified; Roberts’ 2025 sale is disclosed as part of the buyback program and should be evaluated against the same oversight framework .
Director Compensation Mix and Trends
| Year | Cash (Fees Earned) | Equity (Grant-Date Fair Value) | Instrument | Mix Commentary |
|---|---|---|---|---|
| 2022 | $82,400 | $163,800 | Stock options | Significant equity via options; strike set at market; option grant program active in 2022 |
| 2024 | $81,900 | Not disclosed for directors (no new option grants noted) | N/A | Compensation largely cash-based in 2024; no director RSUs/PSUs disclosed |
- Option program details: 2022 director option grants at $10.25 strike; fair value per option $5.46 using binomial model assumptions (3.24-year expected life, 80.31% volatility, 0% dividend, 3.11% risk-free rate) .
- 2025 equity plan: Introduces clawbacks/recoupment and annual cap for Non-Employee Directors ($600k total cash + equity grant-date value), improving policy controls .
Say-on-Pay & Shareholder Feedback
- 2023 advisory vote approval: 71% .
- 2024 advisory vote approval: 92% .
- Frequency of SOP: Board recommends annual advisory vote and conducts SOP each year .
Compensation Committee Analysis
- Composition: Wood (Chair), Grounds, Roberts—independent, non-employee directors .
- Authority: Full responsibility for executive compensation design, goal-setting, evaluations, plan administration; authorized to retain consultants (none retained to date) .
- Linkage to performance (executives): Key measures include Diluted EPS, Revenue, Net Interest Margin in Pay vs. Performance disclosures; not directly applicable to director pay .
Equity Ownership Alignment
- Roberts holds 645,702 shares (2.9% of class) as of Oct. 23, 2025, plus 60,000 options exercisable within 60 days, reflecting material alignment; down from 960,078 shares (4.6%) in 2024 in connection with the 2025 sale to CPSS under repurchase program .
- No hedging/pledging disclosure for Roberts; CPSS permits pledging by executives and prohibits hedging for executives; no director-specific hedging policy disclosed .
RED FLAGS
- Less than 75% meeting attendance in 2024 .
- Direct share sale to issuer under buyback program ($862,000) may raise perceived conflict/optics concerns absent explicit preapproval disclosure for Roberts’ transaction .
- No lead independent director despite combined Chair/CEO .
- No use of independent compensation consultants by Compensation Committee .
- Very long tenure (since 1991) potentially heightens entrenchment concerns despite formal independence .