Douglas W. Campbell
About Douglas W. Campbell
Douglas W. Campbell, age 48, is President, CEO, and a director of America’s Car-Mart (appointed CEO and director in October 2023 after joining as President in October 2022) with 20+ years of operating roles across fleet, remarketing, retail auto, and dealership general management . Fiscal 2024 was challenged: revenues declined 0.5% to $1.4B and the company recorded a net loss of $31.4M amid affordability pressure and higher funding costs; SG&A per average active customer improved, driving partial STI payouts and informing the ROE- and SG&A-focused pay metrics under his leadership . Pay-versus-performance shows cumulative TSR value-of-$100 at $86.8 in FY2024 vs peer group $248.6, framing near-term execution risk and alignment via equity-heavy CEO pay design .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Avis Budget Group | SVP, Head of Fleet Services – Americas | Jun 2022–Oct 2022 | Led fleet services across Americas; preceded by Head of Fleet Services (Jun 2021–Jun 2022) and VP Remarketing (Mar 2018–Jun 2021), bringing fleet optimization and remarketing expertise . |
| AutoNation | Used Vehicle Director, Eastern Region; later General Manager, Honda Dulles | Sep 2014–Mar 2018 | Drove used-vehicle operations and dealership performance, strengthening retail processes relevant to CRMT’s model . |
| Coral Springs Auto Mall | Executive General Manager (progression over 15 years) | ~1999–2014 | Deep dealership P&L leadership across sales, inventory, and customer operations . |
External Roles
- No other public-company directorships or outside board roles disclosed for Campbell beyond CRMT’s board .
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary ($) | $375,000 | $730,769 (partial year as CEO; annual base rate $800,000 effective Oct 1, 2023) . |
| Target Bonus (% of base) | Not disclosed | 125% . |
| Actual Cash Bonus ($) | $92,000 | $460,000 (46% of target, driven by SG&A improvement and individual component) . |
Performance Compensation
Short-Term Incentive (STI) – Fiscal 2024 Design and Outcome
| Metric | Weight | Threshold | Target | Max | Actual Result | Payout (% of Target) |
|---|---|---|---|---|---|---|
| # of Dealerships with Positive EVA | 30% | 65% | 80% | 95% | Below threshold | 0% |
| SG&A per Account | 30% | +5% growth | Flat | (2%) decline | Declined >2% | 120% |
| ROE | 30% | 10% | 12.5% | 15% | Below threshold | 0% |
| Individual Performance | 10% | Discretionary | Discretionary | Discretionary | Awarded | 10% |
| Total STI Outcome | — | — | — | — | — | 46% of target |
Long-Term Incentives (LTI) – Grants and Vesting
| Grant Date | Award Type | Shares/Units | Fair Value ($) | Vesting | Performance Conditions / Exercise Terms |
|---|---|---|---|---|---|
| Jan 25, 2024 | Restricted Shares | 47,612 | $2,980,987 | Time-based; equal installments on Sep 30, 2024/2025/2026 | None; continued employment required . |
| Jan 25, 2024 | Stock Options | Target 162,486 (range 25%–150%) | $4,194,089 | Performance-vest in full on Dec 19, 2026 | 50% based on four-quarter average ROE (Nov 1, 2023–Oct 31, 2026); 50% based on 90-day average closing price (Dec 19, 2023–Dec 18, 2026); straight-line vesting 25%–150% if threshold met; exercise price $70.57 . |
| Oct 3, 2022 | Stock Options | 75,000 | — | 20% annually beginning Oct 3, 2023; remaining options vest through Oct 3, 2027 | Exercise price $61.02 . |
| Oct 3, 2022 | Restricted Shares | 20,000 | — | Two equal annual installments beginning Oct 3, 2023; remaining 10,000 vest Oct 3, 2024 | None; continued employment required . |
Equity Ownership & Alignment
| Ownership Detail (as of Jul 5, 2024) | Amount |
|---|---|
| Total Beneficial Ownership (shares) | 82,892 (includes 57,612 unvested RS and 15,000 options exercisable within 60 days) . |
| Ownership as % of Outstanding | <1% . |
| CEO Stock Ownership Guideline | 6x base salary; executives must meet within 5 years; Campbell met or within transition period as of July 5, 2024 . |
| Anti-Hedging / Derivatives | Hedging, short sales, and derivatives prohibited . |
| Pledging | Generally prohibited; limited exceptions for non-controlled funds or specific collateralized loans with capacity to repay; no pledges disclosed for Campbell . |
Outstanding awards detail (as of Apr 30, 2024):
- Options: 15,000 exercisable at $61.02 (expire Oct 3, 2027); 60,000 unexercisable at $61.02; 162,486 performance options at $70.57 vesting Dec 19, 2026 .
- Restricted stock: 10,000 vest Oct 3, 2024; 47,612 vest over Sep 30, 2024/2025/2026; fair value based on $57.24 stock price at 4/30/2024 implies $572,400 and $2,725,311 respectively .
Vesting calendar and potential selling pressure:
- Sep 30, 2025: 15,871 RS tranche; Sep 30, 2026: 15,870 RS tranche .
- Dec 19, 2026: Performance-option vest cliff (scalable 25%–150% of target) .
Employment Terms
| Provision | Key Terms |
|---|---|
| Term and Renewal | 2-year term effective Oct 1, 2023 with automatic 1-year renewals unless terminated . |
| Base Salary | $800,000 (effective Oct 1, 2023) . |
| Non-Compete / Non-Solicit | Non-compete and non-solicit for 1 year post-employment; confidentiality indefinite . |
| Severance (No CIC) | Termination without cause or non-renewal, or resignation for good reason: 24 months of base salary in installments; disability: 12 months of base plus pro rata bonus (offset by disability insurance); death: salary through month of death plus pro rata bonus . |
| Change-in-Control (Double Trigger) | Lump sum 12 months of base salary for Campbell; immediate vesting of unvested RS and options at target (performance awards vest at target) upon qualifying termination within 6 months before or 24 months after a CIC; subject to plan/award constraints . |
| 280G / 4999 | “Best net” cutback vs full payout determined by independent accountant; reduce payments to avoid excise tax if more favorable to executive net of taxes . |
| Clawback | Company clawback policy applies to incentive compensation (company-wide policy; referenced in governance and executive arrangements) . |
Board Governance
- Board service: Campbell has been a director since October 2023; he is not identified as “independent” under Nasdaq rules (CEO status) .
- Board leadership: Separate Chair (Joshua G. Welch) and CEO (Campbell); board notes flexibility to combine roles but favors split currently .
- Committee roles: Audit, Compensation & Human Capital, Finance, Nominating & Governance, and Innovation & Technology committees are comprised of independent directors; Campbell is not listed as a member or chair of these committees .
- Meetings and attendance: Board held seven meetings in FY2024; each director attended at least 75% of meetings and committees served; independent directors meet separately at least twice annually .
- Director compensation: Campbell did not receive director pay; his compensation is included within executive tables .
Compensation Summary (Multi-Year)
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Salary ($) | $375,000 | $730,769 |
| Stock Awards ($) | $1,223,660 | $2,980,987 |
| Option Awards ($) | $2,484,000 | $4,194,089 |
| Non-Equity Incentive ($) | $92,000 | $460,000 |
| All Other Compensation ($) | $57,946 | $80,990 |
| Total ($) | $4,732,546 | $8,446,835 |
Pay ratio: CEO to median employee compensation was 160:1 in FY2024 (median $52,747; CEO $8,446,835) .
Compensation Structure Analysis
- Equity-heavy and performance-contingent LTI: Large 2024 performance option grant tied equally to ROE and 90-day average share price with scalable vesting 25%–150%, indicating emphasis on earnings quality and market valuation alignment .
- STI metrics tightened to operating efficiency and capital efficiency (SG&A/customer, ROE, and store-level EVA), with FY2024 payouts limited to SG&A and individual components (total 46% of target), showing discipline in pay-for-performance amid loss year .
- No option repricing: Plan prohibits repricing without shareholder approval, reducing misalignment risk .
- Ownership guidelines: CEO 6x base salary guideline and anti-hedging/derivatives policy; pledging exceptions narrowly tailored, supporting alignment .
Say-on-Pay & Shareholder Feedback
- FY2023 say-on-pay approval: 98.60% of votes cast, endorsing compensation framework; annual say-on-pay frequency maintained .
Risk Indicators & Red Flags
- Section 16 filing timeliness: One delayed Form 4 for Campbell (tax-withholding entry) noted; otherwise compliant .
- Related-party transactions: None disclosed since FY2024 start .
- Hedging/derivative trading: Prohibited for insiders; pledging restricted .
- CFO transition: May 2025 CFO change with Jonathan Collins joining; indicates evolving finance capability and succession planning under Campbell .
Equity Ownership & Vesting Schedules (Detail)
| Award | Status as of Apr 30, 2024 | Key Dates |
|---|---|---|
| 10,000 RS (from 20,000 Oct 2022 grant) | Unvested | Vests Oct 3, 2024 . |
| 47,612 RS (Jan 2024 grant) | Unvested | 15,871 vest Sep 30, 2024; 15,871 on Sep 30, 2025; 15,870 on Sep 30, 2026 . |
| 15,000 options @ $61.02 | Exercisable | Expire Oct 3, 2027 . |
| 60,000 options @ $61.02 | Unexercisable | Vest in equal annual installments beginning Oct 3, 2024 . |
| 162,486 performance options @ $70.57 | Unvested | Vest in full Dec 19, 2026 (25%–150% scale based on ROE and 90-day average price) . |
Employment Contracts, Severance, and Change-of-Control Economics
| Scenario | Payment / Vesting |
|---|---|
| Termination without cause / non-renewal / good reason (no CIC) | 24 months of base salary in installments; time-based RS and options (Oct 2022 RS/options and Jan 2024 RS) vest; performance options pro-rata vesting subject to performance attainment; near-term time-based awards vest if scheduled <12 months post-termination . |
| Disability | 12 months of base salary plus pro rata bonus (offset by disability insurance) . |
| Death | Salary through month of death plus pro rata bonus . |
| Double trigger (CIC + qualifying termination) | 12 months of base salary lump sum for Campbell; all unvested awards vest at target levels; performance goals deemed satisfied at target for acceleration; plan allows cash-out or continuation at successor’s election . |
| 280G/4999 | Best-net determination by independent accounting firm; possible cutback to avoid excise tax if beneficial . |
Performance & Track Record
- Operating outcomes under Campbell (FY2024): SG&A per average customer improved >2% leading to maximum STI payout for that metric; EVA and ROE fell short, reflecting mixed execution amid affordability and funding cost headwinds .
- Strategic initiatives: LOS (loan origination system) benefits began to show, with focus on technology, affordability, Cox Automotive partnership, and talent upgrading referenced by Chair’s letter .
- TSR context: Company TSR value-of-$100 fell to $86.8 vs peer $248.6 over the four-year window through FY2024; FY2024 net loss ($30M) underscores the need to achieve ROE targets embedded in LTI .
Board Service History and Dual-Role Implications
- Board service: Director since Oct 2023; not independent due to executive status .
- Committee roles: None; independent directors chair all committees, helping mitigate dual-role concerns .
- Independence and leadership structure: Separation of CEO and Chair roles reduces concentration of authority; independent directors meet in executive session at least twice annually .
Investment Implications
- Compensation alignment: STI and LTI tightly link pay to ROE, SG&A/customer, EVA, and share price, with significant 2026 cliff vesting; watch for ROE trend and share-price averages to handicap LTI vesting outcomes and potential option exercise/sale flow in late 2026 .
- Insider supply calendar: RS tranches in Sep 2025/2026 and potential performance-option vest in Dec 2026 could create episodic selling pressure; monitor 10b5‑1 plans and blackout windows around those dates .
- Governance risk is contained by independent committee oversight, anti-hedging policies, ownership guidelines, and no repricing provisions; minor Section 16 timeliness issue noted but immaterial .
- Execution watchpoints: LOS benefits, affordability, funding costs, and ROE/EVA progression are the levers that will determine LTI vesting and value realization; shareholder support for pay remains high (98.6% in 2023), indicating tolerance if metrics improve .