Daniel J. Englander
About Daniel J. Englander
Daniel J. Englander (age 56) is an independent director of America’s Car‑Mart, Inc. (CRMT) who has served on the board since February 2007. He chairs the Compensation and Human Capital Committee and sits on the Audit & Compliance and Finance Committees; the board has designated him an “audit committee financial expert.” He is the Managing Partner and founder of Ursula Capital Partners (est. 2004) and previously held senior investment roles at Prescott Securities and Allen & Company; he currently serves on the boards of Copart, Inc. (NASDAQ: CPRT) and CKX Lands, Inc. (NASDAQ: CKX) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ursula Capital Partners | Founder & Managing Partner | 2004–present | Investment leadership; public board experience brought to CRMT |
| Prescott Securities | Partner | Jan 2005–Jun 2006 | Special situations investing |
| Allen & Company | Managing Director | Oct 1994–Jan 2005 | Investment banking, operations and strategic expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Copart, Inc. (CPRT) | Director | Current | Public company board experience |
| CKX Lands, Inc. (CKX) | Director | Current | Public company board experience |
Board Governance
- Committee assignments and leadership:
- Compensation & Human Capital Committee: Chair
- Audit & Compliance Committee: Member; designated “audit committee financial expert” by the board
- Finance Committee: Member
- Independence: Board determined Englander to be independent under NASDAQ listing standards .
- Attendance and engagement:
- Board met 6 times in FY2025; each incumbent director attended at least 75% of meetings of the board and their committees .
- Committee activity in FY2025: Audit (8 meetings) ; Compensation (4) ; Finance (23) ; Nominating (4) .
- All eight directors serving as of the 2024 annual meeting attended that annual meeting .
- Board leadership: Chairman is Joshua G. Welch; independent directors meet separately at least twice each year .
Fixed Compensation
| Component (FY2025) | Amount ($) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | 65,000 | Base non‑employee director retainer $50,000; Compensation Chair fee $15,000 |
| Stock Awards | 149,989 | Annual director equity ($150,000) in RS or options at director election; grants vest after 1 year |
| Option Awards | — | No option grant taken in FY2025 |
| Total | 214,989 | Cash + equity as reported |
Director compensation structure and ownership alignment:
- Policy: Non‑employee directors receive $50,000 cash retainer; committee chair retainers—Audit $25,000; Compensation $15,000; Nominating $12,500; Finance $12,500; Chairman of the Board receives $77,500 .
- Election feature: Directors may elect to receive annual cash retainer in restricted shares or stock options; plus $150,000 annual equity (RS or options) vesting after one year .
- Stock ownership guidelines: Non‑employee directors must own CRMT stock equal to 5x base retainer within five years; each met or was in transition as of July 31, 2025 .
Performance Compensation
Oversight of executive pay-for-performance (as Compensation Committee Chair):
| Metric (Weight) | Threshold | Target | Maximum | FY2025 Outcome (payout vs metric) |
|---|---|---|---|---|
| % Dealerships with positive EVA (20%) | 42.5% (50% payout) | 80% (100%) | 95% (120%) | Below threshold; 0% (Campbell/Judy) |
| SG&A per account (20%) | 5% growth (50%) | Flat (100%) | (2%) decline (120%) | >4% growth; 59% (Campbell/Judy); 100% (Fischer guaranteed) |
| Net customer growth (20%) | 2.5% (50%) | 5% (100%) | 7% (120%) | 2.93%; 59% (Campbell/Judy); 100% (Fischer guaranteed) |
| Avg dollars collected per active customer/month (20%) | 2% (50%) | 3.5% (100%) | 4% (120%) | 3.95%; 118% (all) |
| Individual performance (20%) | Discretionary | Discretionary | Discretionary | Campbell 115%; Judy 90%; Fischer 115% |
- Aggregate result: Named executive officers earned ~74% of aggregate target bonuses under the STI Plan for FY2025 .
- Clawback policy: Adopted Nov 30, 2023, compliant with SEC/Nasdaq; no incentive recovery required for FY2024–FY2025 disclosures update (no financial measure impact) .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Compensation Committee interlocks | None; no related party relationships required to be disclosed; committee members were independent and non‑employees . |
| Potential interlocks with CRMT stakeholders | None disclosed in proxy; Englander’s external boards (CPRT/CKX) not identified as CRMT competitors/suppliers/customers in the proxy . |
Expertise & Qualifications
- Designated audit committee financial expert; able to read and understand fundamental financial statements .
- Financial, investment, operational, and strategic expertise from roles at Ursula Capital Partners, Prescott Securities, and Allen & Company; public company board experience (CPRT, CKX) .
Equity Ownership
| Ownership Detail (as of July 31, 2025) | Amount | Notes |
|---|---|---|
| Total beneficial ownership | 260,115 shares; ~3.0% of outstanding | |
| Ownership components | 181,865 shares via Ursula Capital Partners (Englander is sole GP; disclaims beneficial ownership except to pecuniary interest) | |
| Options exercisable within 60 days | 40,000 shares | |
| Unvested restricted stock held (director) | 2,446 shares | |
| Option awards outstanding (director) | 45,000 options | |
| Shares outstanding (reference) | 8,545,223 as of July 31, 2025 |
Policy backdrop:
- Anti‑hedging and pledging: Company prohibits hedging, short sales, and derivatives; pledging/margin generally prohibited with narrow exceptions; no pledge disclosures for Englander in proxy .
- Director stock ownership guidelines: 5x retainer; compliant/in transition status confirmed for all non‑employee directors .
Governance Assessment
- Alignment and influence: Englander’s equity‑heavy director pay (stock awards $149,989 vs cash $65,000) and 3% beneficial ownership support alignment with shareholders while his role as Compensation Chair gives direct influence over pay plan design and human capital oversight .
- Independence and expertise: Board affirms independence; audit committee financial expert designation strengthens oversight credibility; independent directors hold executive sessions at least twice yearly .
- Engagement: High committee activity (Finance 23 meetings; Audit 8; Compensation 4) indicates active governance and capital structure oversight; Englander serves on Audit, Compensation (Chair), and Finance .
- Pay-for-performance signals: STI metrics tied to EVA, SG&A per customer, customer growth, and collections demonstrate operational discipline; FY2025 outcomes yielded differentiated payouts, with under‑threshold EVA curtailing bonuses—supportive of rigor under his committee’s oversight .
- Shareholder support: Say‑on‑pay approval was 96.94% in 2024, signaling broad investor confidence in compensation practices overseen by the committee .
- Policies and safeguards: Clawback policy in place and evaluated; comprehensive insider trading, anti‑hedging/pledging policies; director/executive ownership guidelines enforced .
- Potential conflict checks and RED FLAGS:
- Fund‑affiliated holdings: Englander’s stake includes shares held by Ursula Capital Partners; he disclaims beneficial ownership except to pecuniary interest—monitor for related‑party transactions; none disclosed; Compensation Committee interlocks section states no related‑party relationships requiring disclosure (mitigant) .
- Pledging: No pledging disclosed for Englander; company policy generally prohibits pledging/margin (mitigant) .
- Tenure: Long board tenure (since 2007) can raise independence perception concerns for some investors; the board has affirmed his independence under NASDAQ standards .
Overall, Englander’s deep investment background, audit financial expert status, significant ownership, and rigorous STI framework oversight support board effectiveness and investor confidence, with limited conflict indicators disclosed and strong say‑on‑pay outcomes under his committee leadership .