Jeffrey A. Williams
About Jeffrey A. Williams
Jeffrey A. Williams (age 62) is a Certified Public Accountant (inactive) and long‑tenured CRMT insider, serving on the board since August 2011. He was CRMT’s CFO (2005–2018), President (2016–2022), CEO (2018–Sept 2023), and CEO Emeritus (Oct 1, 2023–Apr 30, 2024), then retired as an executive while remaining a director . His background includes seven years in public accounting (Arthur Andersen & Co.; Coopers & Lybrand) and five years as CFO/VP Operations at Wynco, LLC .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| America’s Car‑Mart, Inc. | CEO Emeritus | Oct 1, 2023 – Apr 30, 2024 | Transition/consultative role to senior management |
| America’s Car‑Mart, Inc. | Chief Executive Officer | Jan 2018 – Sept 2023 | Led company strategy and operations |
| America’s Car‑Mart, Inc. | President | Mar 2016 – Oct 2022 | Oversaw operating subsidiary; leadership during tech/underwriting changes |
| America’s Car‑Mart, Inc. | Chief Financial Officer; VP Finance; Secretary | 2005 – Jan 2018 (CFO); VP Finance 2005–Mar 2016; Secretary 2005–May 2018 | Finance leadership; capital markets; controls |
| Wynco, LLC | CFO & VP Operations | ~5 years (pre‑2005) | National distributor; finance/ops oversight |
| Arthur Andersen & Co.; Coopers & Lybrand LLC | Public Accounting | ~7 years (Tulsa/Dallas) | Audit/assurance; CPA (inactive) |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Mercy Health Northwest Arkansas Communities | Director | Since July 2019 | Non‑profit healthcare board service |
| The Jones Center and Jones Trust | Director | Since Jan 2021 | Non‑profit community organizations |
Board Governance
- Independence: Not classified as independent; independent directors are Bordelon, Buba, Davis, Englander, Morris, Welch, and nominee Joplin .
- Committee assignments: Not listed as a member of the Audit & Compliance, Compensation & Human Capital, Finance, or Nominating & Governance committees in FY2025 .
- Attendance: Board held six meetings in FY2025; each incumbent director attended at least 75% of board and committee meetings on which they served .
- Board leadership: CEO (Campbell) separate from Chair (Welch); independent directors meet at least twice per year .
- Executive sessions frequency: Independent directors meet separately at least twice annually .
- Say‑on‑Pay support: 96.94% approval at 2024 annual meeting; advisory vote held annually .
RED FLAGS: Non‑independent status due to prior CEO role and a paid consulting arrangement post‑retirement may pose alignment and oversight concerns for investors assessing board independence and potential influence on management .
Fixed Compensation
| Component | FY2025 Amount | Notes |
|---|---|---|
| Director cash retainer | $0 | Retirement Agreement provided consulting fees; no separate director pay during the consulting period . |
| Consulting fees | $240,000 | $20,000 per month for one year following retirement effective Apr 30, 2024, per Retirement & Transition Agreement . |
| Health insurance | Continued coverage through Apr 30, 2026 | As former executive who remains a director, subject to continued service; amount not itemized in FY2025 director table . |
Performance Compensation
| Award Type | Grant Size | Strike Price | Vesting/Expiration | Notes |
|---|---|---|---|---|
| Stock options | 80,000 | $109.06 | Exp. 12/30/2029; vesting previously established | Outstanding as of Apr 30, 2024 . |
| Stock options | 90,000 | $54.85 | Exp. 05/08/2028; vesting previously established | Outstanding as of Apr 30, 2024 . |
| Stock options (unexercisable at 4/30/24) | 20,000 | $109.06 | Vest 12/30/2024; then exercisable | Became exercisable post‑vesting . |
| FY | Options Exercised | Value Realized |
|---|---|---|
| 2024 | 30,000 | $1,035,600 |
As of July 31, 2025 beneficial ownership includes 190,000 options exercisable within 60 days, indicating significant option‑linked exposure to CRMT share price . There were no new director equity grants disclosed for Williams in FY2025, and director table shows no restricted stock awards held by Williams as of Apr 30, 2025 .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Williams . |
| Shared directorships with CRMT competitors/suppliers/customers | None disclosed; related‑party transactions section reports no related person transactions since FY2024 . |
Expertise & Qualifications
- CPA (inactive) with deep finance, accounting, and operations background; extensive CRMT knowledge from CFO/CEO roles .
- Governance and community experience via non‑profit boards (Mercy Health; Jones Center/Jones Trust) .
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Total beneficial ownership | 300,612 shares | As of July 31, 2025 . |
| Ownership % of outstanding | 3.5% | Based on 8,545,223 shares outstanding . |
| Components | 3,135 unvested restricted shares; 190,000 options exercisable within 60 days; 2,014 ESPP; 5,457 401(k) | Footnote detail . |
| Director stock ownership guideline | 5× annual retainer | All non‑employee directors met or were in transition as of July 31, 2025 . |
| Pledging/Hedging | Prohibited by policy; no pledging disclosed for Williams | Insider Trading Policy bans hedging, short sales, and generally pledging; limited exceptions require approvals . |
Governance Assessment
- Alignment: Significant personal shareholdings (3.5%) and long‑term equity exposure (options) provide strong economic alignment, but the paid consulting arrangement post‑retirement blurs independence—investors may view this as a potential conflict if board oversight intersects with areas where Williams previously set strategy .
- Independence/Committee Roles: Not independent and no standing committee memberships; this limits his role in key oversight functions (audit, compensation, nominating), which can mitigate conflict risk but also reduces direct influence on governance levers .
- Attendance & Engagement: Meets minimum attendance thresholds; board structure maintains separate Chair and CEO with independent sessions, supporting governance checks despite insider presence .
- Compensation Signals: No director equity grants in FY2025 and clear director pay framework; Williams’ FY2025 compensation is consulting‑based and time‑limited, which reduces long‑term guaranteed pay risk. Company maintains clawback policy consistent with SEC/Nasdaq rules; recent disclosure updates did not trigger recovery .
- Shareholder Sentiment: Strong say‑on‑pay support (96.94%) suggests overall investor approval of compensation structures and governance trajectory, which may temper concerns about director independence .
Overall: Williams’ deep operational and financial expertise and sizable ownership enhance alignment, but his non‑independent status and recent consulting fees warrant monitoring for potential influence over management and board decisions. Clear delineation—no committee seats, robust insider‑trading/anti‑hedging policies, annual say‑on‑pay support, and a formal clawback policy—partly mitigates governance risk .
Related Agreements and Protections
- Retirement & Transition Agreement: One‑year consulting ($20,000/month), continued health coverage through Apr 30, 2026 while serving as director; option vesting continues subject to service; no director compensation during consulting period .
- Insider Trading & Anti‑Hedging/Pledging: Prohibits derivative trades, short sales, hedging; pledging generally prohibited with limited exceptions .
- Clawback: Adopted Nov 30, 2023 under Rule 10D‑1/Nasdaq 5608; recent additional disclosures did not affect financials or trigger recovery .
- Related‑Party Transactions: Audit committee oversight; no related‑person transactions disclosed since FY2024 .