Ann G. Bordelon

About Ann G. Bordelon

Ann G. Bordelon (age 58) has served as an independent director of America’s Car-Mart (CRMT) since January 2019. She is Chair of the Audit & Compliance Committee and a member of the Compensation & Human Capital Committee. Bordelon is Executive Vice Chancellor for Finance and Administration at the University of Arkansas (effective July 1, 2020) and is a CPA with a BS in Business Administration from the University of Arkansas. She previously spent nearly 13 years at Walmart, including roles as CFO of Sam’s Club, CFO of Walmart Asia, and Chief Audit Executive, and she serves on Portillo’s, Inc. (PTLO) board as Audit Committee Chair. Her qualifications emphasize public company board experience and deep financial governance expertise.

Past Roles

External Roles

Board Governance

• Committee assignments: Chair, Audit & Compliance; Member, Compensation & Human Capital. The Board has determined Bordelon is independent under NASDAQ standards; she is designated an “audit committee financial expert.”
• Committee composition: Audit & Compliance includes Bordelon (Chair), Buba, Davis, Englander, Morris, Welch; Compensation & Human Capital includes Englander (Chair), Bordelon, Davis. All members are independent.
• Meetings and engagement: Board held six meetings in the last fiscal year; each incumbent director attended at least 75% of Board and committee meetings. All eight directors serving attended the 2024 annual meeting.
• Audit Committee activity: The committee met nine times per the Audit Committee Report; elsewhere the proxy notes eight meetings for the last fiscal year (reporting discrepancy).
• Independent director sessions: Independent directors meet separately at least twice per year.
• Risk oversight: Audit & Compliance committee oversees accounting, internal control, audit firm independence, compliance/ethics programs, and risk assessment processes.

Fixed Compensation (Director)

• Program structure (FY2025): Non-employee directors received a $50,000 annual retainer; Chairman received an additional $77,500; committee chair retainers were $25,000 (Audit), $15,000 (Compensation), $12,500 (Nominating), $12,500 (Finance). Bordelon’s cash fees reflect the $50,000 base plus $25,000 Audit Chair retainer.
• Equity election: Directors may elect to receive annual cash retainer in restricted shares or stock options; additionally, each is entitled to $150,000 equity-based compensation (restricted shares or stock options) granted May 1 with one-year vest. Bordelon received stock awards valued at $149,989 in FY2025.
• Ownership guidelines: Non-employee directors must own CRMT stock equal to five times the annual base retainer within five years of joining the board; all met the guideline or were in transition as of July 31, 2025.

Performance Compensation (Director)

Other Directorships & Interlocks

Expertise & Qualifications

• CPA; SEC-designated Audit Committee Financial Expert; extensive audit oversight and financial reporting experience.
• Senior financial leadership at Walmart (Sam’s Club CFO, Asia CFO, Chief Audit Executive).
• University of Arkansas executive-level finance/administration leadership.
• Public company board and audit chair experience (PTLO).

Equity Ownership

• Stock pledging/hedging: No pledging disclosed for Bordelon; the proxy’s pledging disclosure pertains to shares held in funds managed by another director (Buba), not Bordelon.
• Alignment: Bordelon meets or is on track to meet director ownership guidelines (5× base retainer within five years).

Governance Assessment

• Strengths:

  • Independent director with deep finance/audit credentials; designated Audit Committee Financial Expert.
  • Serves as Audit Chair—central to financial reporting integrity and auditor oversight; active committee cadence (8–9 meetings).
  • Pay mix emphasizes equity (annual equity grant and elective equity in lieu of cash), supporting alignment; ownership guidelines in place and met/in transition.
  • No related-party transactions disclosed since the start of FY2025.

• Watch items:

  • Time commitments from dual roles (University of Arkansas executive post and PTLO audit chair) warrant continued monitoring of attendance and engagement (currently at least 75% attendance; annual meeting attendance confirmed).
  • Minor disclosure discrepancy on audit committee meeting count (8 vs. 9) noted within the same proxy; monitor future reporting consistency.

• Compensation program implications:

  • Director equity grants vest on a one-year time basis with optional equity in lieu of cash retainer; absence of pay-for-performance metrics in director compensation reduces risk of misaligned incentives but places emphasis on time-based retention.
  • Adoption of the 2024 Omnibus Equity Incentive Plan enables broader award types (options, RS, RSUs, performance shares) going forward; director program currently specifies restricted shares or options.

• Overall signal: Bordelon’s profile, committee leadership, and independence support investor confidence in audit oversight and governance. Equity-centric compensation and guideline compliance reinforce alignment, with no conflicts or related-party exposures disclosed.