Dawn C. Morris
About Dawn C. Morris
Independent director since April 2021; age 57 (as of 2025). Founder and CEO of Growth Partners Group (strategic consulting). Prior executive roles in financial services: Chief Digital & Marketing Officer at First Horizon (2018–2020), EVP & CMO at Webster Bank (2014–2018), senior marketing roles at RBS Citizens (2010–2014) and ~7 years at RBC Bank. Education not disclosed in CRMT filings. Currently chairs CRMT’s Nominating & Governance Committee and sits on the Audit & Compliance Committee; the Board affirms her independence. Attendance: all incumbent directors met at least 75% of board and committee meetings in the last fiscal year; independent directors meet separately at least twice per year .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| First Horizon Corporation (NYSE: FHN) | Chief Digital & Marketing Officer | Sep 2018–Jan 2020 | Led digital and marketing transformation |
| Webster Bank, N.A. (subsidiary of Webster Financial, NYSE: WBS) | EVP & Chief Marketing Officer | Mar 2014–Aug 2018 | Marketing leadership |
| RBS Citizens Financial Group | SVP, Customer Segment & Product Marketing | Aug 2010–Mar 2014 | Customer and product marketing |
| RBC Bank | Vice President | ~7 years (prior to 2010) | Banking operations/marketing |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| First Financial Bancorp (NASDAQ: FFBC) | Director | Since May 2023 | Board service; committees not disclosed in CRMT proxy |
| Growth Partners Group, LLC | Founder & CEO | Current | Strategic business transformation consulting |
Board Governance
- Current CRMT committees: Chair, Nominating & Governance; Member, Audit & Compliance .
- Prior year roles: Member, Compensation & Human Capital and Innovation & Technology (2024 committee slate) .
- Independence: Board determined Morris is independent under NASDAQ rules .
- Attendance: Board held six meetings last fiscal year; each director attended ≥75% of board/committee meetings; all eight directors attended the 2024 annual meeting; independent directors meet at least twice yearly in executive session .
- Board diversity and structure: Mix of independent and management directors; independent women comprise a significant portion of nominees .
Fixed Compensation
| Fiscal Year | Cash Retainer | Committee/Chair Fees | Option Awards ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|---|---|
| FY 2025 | $62,500 | Included in cash (chair Nominating $12,500 policy, audit chair $25,000; company-wide policy) | $0 | $149,989 | $212,489 |
| FY 2024 | $56,875 | Included in cash per prior policy | $219,210 | $0 | $276,085 |
- Director pay structure (policy): Non-employee directors receive $50,000 annual retainer; additional annual retainers: Chairman $77,500, Audit Chair $25,000, Compensation Chair $15,000, Nominating Chair $12,500, Finance Chair $12,500. Effective FY2025, directors may elect to receive the annual cash retainer as restricted shares or options (grant May 1; 1-year vest). Plus $150,000 of equity (RS or options) granted May 1 with 1-year vest .
Performance Compensation
| Item | FY 2025 Structure | Vesting | Performance Metrics |
|---|---|---|---|
| Annual Director Equity Grant | $150,000 RS or options (director election) | 1-year cliff vest | None (time-based vesting) |
| Cash-to-Equity Election | Annual retainer can be taken in RS or options | 1-year vest | None (time-based vesting) |
Clawback and hedging: Company adopted SEC/Nasdaq-compliant incentive compensation recoupment policy in Nov 2023; director equity is not performance-based, and hedging, short sales, and derivative trading are prohibited; pledging is prohibited with limited exceptions (no Morris-specific pledge disclosures) .
Other Directorships & Interlocks
| Company | Sector | Potential Interlock/Conflict Notes |
|---|---|---|
| First Financial Bancorp (FFBC) | Regional banking | No CRMT-related party transactions disclosed; no conflicts reported in CRMT proxies for FY2024/FY2023 |
Expertise & Qualifications
- Executive experience in banking, digital transformation, and marketing (First Horizon; Webster; RBS Citizens; RBC) .
- Board leadership: Chair of Nominating & Governance; member of Audit & Compliance (financial literacy affirmed by board for audit members) .
- Strategic credentials: Founder/CEO of a consulting firm focused on transformation and innovation .
Equity Ownership
| As-of Date | Beneficial Shares | % Outstanding | Unvested RS | Options (status) | Notes |
|---|---|---|---|---|---|
| Jul 31, 2025 | 20,697 | <1% | 3,135 unvested RS included in beneficial calc | 15,000 options exercisable within 60 days | No pledge disclosure; policy restricts pledging/hedging |
| Apr 30, 2025 | RS held: 2,446 | n/a | 2,446 RS outstanding | 15,000 options outstanding | — |
| Jul 5, 2024 | 17,446 | <1% | 2,446 unvested RS | 15,000 options exercisable within 60 days | — |
| Jul 2, 2021 | 5,000 | <1% | — | 0 options in 2021 table | One untimely Form 3 at election |
- Director ownership guidelines: 5× annual base retainer within five years; each non-employee director met or was within transition as of Jul 31, 2025 .
Governance Assessment
- Strengths: Independent status; chairing Nominating & Governance; audit committee membership (financial literacy affirmed for audit members); consistent attendance; meaningful equity holdings with ownership guideline compliance; no related-party transactions disclosed .
- Alignment: Annual equity grants (time-based) and option history support ownership alignment; prohibition on hedging/short sales enhances alignment .
- Red flags and risks:
- Section 16 compliance: Untimely Form 3 filing upon 2021 election (administrative non-compliance; subsequently compliant per later proxies) .
- Director equity is time-based without performance metrics; while common for directors, it reduces explicit pay-for-performance linkage (structural observation) .
- No specific conflicts disclosed; vigilance warranted given external bank directorship, but CRMT reported no related-party transactions in FY2024/FY2023 .
Contextual signal: Executive say-on-pay approval was strong (96.94% in 2024), indicating broad shareholder support for compensation practices and governance; while not specific to directors, it reflects investor confidence in overall governance framework .