William W. Grounds

About William W. Grounds

Independent director of Consumer Portfolio Services, Inc. since December 2021; age 69 (as of the 2025 proxy). Former President and COO of Infinity World Development Corp. (2008–2021), a subsidiary of a UAE sovereign wealth fund with a $5B investment in Las Vegas CityCenter. Prior public board roles include MGM Resorts International (2013–2021) and Remark Holdings Inc. (2013–2019); joined PointsBet Holdings Limited’s board in December 2022 and the UAE national gaming regulator (GCGRA) board in June 2023. Brings investment, real estate private equity, and general management skills; the board deems him independent under Nasdaq standards .

Past Roles

External Roles

Board Governance

• Committee assignments: Compensation Committee member (chair: Daniel S. Wood; members: Grounds and William B. Roberts) and Nominating Committee member (chair: Gregory S. Washer; members: Grounds and Brian J. Rayhill). All Compensation and Nominating Committee members are independent under Nasdaq; Compensation members are “non-employee directors” under Rule 16b-3 .
• Independence: The board concluded all nominees other than the CEO are independent under Nasdaq; Grounds is independent .
• Attendance and engagement: In 2024 the board met 4 times; Audit 5 times; Compensation 1 time; Nominating 1 time. Each director attended at least 75% of meetings they were eligible for, except William B. Roberts (less than 75%); Grounds met the ≥75% threshold .
• Board structure and risk oversight: Independent committees with written charters; Compensation Committee manages incentive risk (growth vs credit quality), Audit Committee oversees credit allowances and reserves .

Fixed Compensation

• Director pay structure (2024): $6,000 monthly retainer; $700/month per committee; $1,200/month for committee chairs; per diem $1,000 in-person board meetings or $500 by phone; no per diem for committee meetings .

Performance Compensation

• 2022 stock options: Board approved issuance of options to each non-employee director for 30,000 shares; exercise price $10.25 (closing price on grant date). Fair value per option $5.46 (binomial model; 3.24 years expected life; 80.31% volatility; 0.0% dividend; 3.11% risk-free), total fair value $163,800. Grounds participated and held 30,000 options at year-end 2022 .
• 2024 equity status: As of December 31, 2024, Grounds held 30,000 vested stock options; no unvested options reported for Grounds. No RSUs/PSUs or annual equity grants disclosed for directors in 2023–2024 .
• 2025 plan context: The 2025 Equity Incentive Plan (if approved) will be administered by the Compensation Committee; Non-Employee Director Limit caps combined annual cash and award grant-date fair value at $600,000 per director .

Note: In 2021, the board approved options for non-employee directors (30,000 shares at $4.95), but Grounds was elected in Dec 2021 and did not receive that earlier 2021 grant .

Other Directorships & Interlocks

• Board composition includes Stephen H. Deckoff (Managing Principal of Black Diamond Capital Management) and James E. Walker III (President/Senior MD of Black Diamond Capital Management). Black Diamond Holdings, LLLP is a 23.2% beneficial holder, reflecting a significant shareholder presence alongside board representation .
• No disclosed related-party transactions involving Grounds; company policy requires Audit Committee or disinterested independent director approval for related-party transactions .

Expertise & Qualifications

• Public company board experience (MGM Resorts, Remark, PointsBet), sovereign wealth fund-backed real estate investment leadership (Infinity World), and general management/investment skill set. Background aligns with capital allocation and strategic oversight; independence affirmed by the board .

Equity Ownership

Percent of class calculated by the company against 22,071,046 shares outstanding at the Record Date; “*” denotes less than 1% .

Governance Assessment

• Strengths

  • Independent director with relevant experience; serves on Compensation and Nominating, supporting oversight of pay and board composition .
  • Attendance at or above 75% threshold in 2024; engagement across core committees .
  • Clear related-party transaction policy and independent committee structures; Compensation Committee explicitly calibrates growth incentives against credit risk quality .
  • Executive say-on-pay advisory approvals: 92% in 2024 and 71% in 2023, indicating improving shareholder support for compensation frameworks .

• Watch items / RED FLAGS

  • 2024 Compensation Committee met only once and Nominating once; low meeting cadence may limit oversight depth in a subprime credit environment .
  • 2024 director election vote: Grounds received 14,792,609 “for” and 1,855,101 “withheld” votes, a higher withheld tally than several peers (e.g., Grasso 49,112), suggesting some investor reservation; though lower withheld than Washer (3,088,136) .
  • Section 16 compliance: Grounds filed his Form 3 late on April 29, 2022, after election in December 2021 (administrative lapse) .
  • Director equity grants appear to have paused in 2023–2024; alignment relies on legacy options (30,000) and modest share ownership (34,600). The pending 2025 Equity Incentive Plan could change director equity mix; monitor implementation terms and grants .

Director Compensation Structure Analysis

• Mix and trend: 2022 included option grants (30,000 options; $163,800 fair value) plus cash fees; 2023–2024 show cash-only director compensation with no disclosed equity awards, shifting the mix toward fixed cash and away from equity-based at-risk pay for non-employee directors .
• Consultant use: Compensation Committee authorized to retain consultants but has not done so to date, limiting external benchmarking input .
• Non-Employee Director annual cap: Proposed plan sets a $600,000 combined cash+equity limit per year, bounding potential pay inflation for directors .

Director Election and Shareholder Feedback

Related Party Transactions and Conflicts

• No Grounds-specific related-party transactions disclosed. Company’s written policy requires Audit Committee or disinterested independent director approval for related-party transactions; 2024 proxy details examples unrelated to Grounds (e.g., transactions with Mr. Bradley, Ms. Robinson) and subsequent ratification where applicable .

Conclusion

Grounds is an independent director with substantive investment and public board experience, actively serving on Compensation and Nominating. Attendance meets policy, and governance structures are in place; however, low committee meeting frequency and a comparatively higher withheld vote in 2024 are watch items. Equity alignment is modest via legacy options and small share ownership; monitor adoption of the 2025 Equity Incentive Plan for changes to director equity participation and resulting alignment signals .