Jonathan Z. Buba
About Jonathan Z. Buba
Jonathan Z. Buba (age 47) has served as an independent director of America’s Car-Mart since November 2023; he chairs the Finance Committee and sits on the Audit & Compliance and Nominating & Governance Committees. The board identifies him as an Audit Committee Financial Expert. Buba is a Partner at Nantahala Capital Management (joined 2011) with specialty finance experience; previously an analyst at Och‑Ziff (Sculptor) and an associate at Spinnaker Ventures. He holds a B.S. in Mechanical Engineering (Johns Hopkins, 2000) and an MBA in Finance & Accounting (Wharton, 2007) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Nantahala Capital Management, LLC | Partner | 2011–present | Specialty finance investor; capital structure expertise |
| Och‑Ziff Capital Management (now Sculptor) | Analyst (special situations, EM) | Pre‑2011 | Global work across NY/London; special situations focus |
| Spinnaker Ventures | Associate | Pre‑Och‑Ziff | Venture investing background |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Nantahala Capital Management, LLC | Partner | 2011–present | Small‑cap focused investment firm (New Canaan, CT) |
| Other public company boards | — | — | None disclosed in proxy biography |
Board Governance
| Item | Detail |
|---|---|
| Committees | Finance (Chair: Buba); Audit & Compliance (Member); Nominating & Governance (Member) |
| Committee Meeting Cadence (FY2025) | Finance: 23; Audit: 8; Nominating & Governance: 4 |
| Board Meetings (FY2025) | 6 meetings; each incumbent director attended ≥75% of board and committee meetings |
| Independence | Board determined Buba “independent” under NASDAQ; Audit Committee members (incl. Buba) are independent per NASDAQ and Rule 10A‑3 |
| Audit Committee Financial Expert | Buba identified as an audit committee financial expert (with Bordelon, Englander, Welch) |
| Director Elections (2025 AGM) | Votes for Buba: 6,325,929; Against: 26,049; Abstain: 1,467; Broker non‑votes: 1,200,314 |
| Independent Sessions | Independent directors meet separately at least twice annually |
Fixed Compensation
| Program Terms (Non‑Employee Directors) | Amount |
|---|---|
| Annual cash retainer | $50,000 |
| Chair of the Board additional retainer | $77,500 |
| Committee Chair retainers | Audit: $25,000; Compensation: $15,000; Nominating: $12,500; Finance: $12,500 |
| Jonathan Z. Buba – Director Compensation | FY2024 | FY2025 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $20,833 | $11,458 |
| Stock Awards ($) | — | — |
| Option Awards ($) | — | $199,982 |
| Total ($) | $20,833 | $211,440 |
Notes:
- Effective FY2025, directors may elect to receive annual cash retainers in restricted shares or stock options; those equity alternatives vest one year from grant .
- In addition to cash retainer (or equity in lieu), each non‑employee director receives $150,000 in restricted shares or stock options (director’s choice), vesting in one year .
Performance Compensation
| Director Equity Program | Term |
|---|---|
| Annual equity (in addition to cash retainer) | $150,000 in restricted shares or options (director election); granted May 1; vests on first anniversary |
| Retainer election | Cash retainer may be taken in restricted shares or options (vest one year) |
| Option terms | Exercise price at grant fair market value; typical 10‑year term under plan frameworks; no repricing without shareholder approval (2024 Plan) |
| Jonathan Z. Buba – Equity Snapshot (as of FY2025) | Amount |
|---|---|
| Option Awards Granted (grant‑date fair value in FY2025) | $199,982 |
| Options Outstanding (aggregate count, 4/30/2025) | 12,732 |
Other Directorships & Interlocks
- No other public company directorships disclosed for Buba; his professional role is Partner at Nantahala Capital Management .
- Ownership overlap: Buba is a non‑managing member at Nantahala; CRMT shares are held in Nantahala‑managed funds/accounts. He disclaims beneficial ownership except to his pecuniary interest .
Expertise & Qualifications
- Specialty finance investing (subprime installment lending, pawn, lease‑to‑own retail) .
- Identified Audit Committee Financial Expert; deep capital markets and financing strategy experience .
- Mechanical Engineering (Johns Hopkins, 2000); MBA Finance/Accounting (Wharton, 2007) .
Equity Ownership
| As‑of Date | Beneficial Shares | % Outstanding | Components & Notes |
|---|---|---|---|
| July 5, 2024 | 312,128 | 4.7% | Shares held in funds/accounts managed by Nantahala; pledged as security; Buba disclaims beneficial ownership beyond pecuniary interest |
| July 31, 2025 | 657,418 | 7.7% | Includes 12,732 options exercisable within 60 days and 644,686 shares in Nantahala‑managed funds/accounts; all such shares pledged; Buba disclaims beneficial ownership beyond pecuniary interest |
Additional alignment policies:
- Non‑employee director stock ownership guideline: 5x annual base retainer within five years; each director met or was in transition as of July 31, 2025 .
Anti‑hedging/pledging:
- Company prohibits hedging and short sales; prohibits pledging/margin accounts with limited exceptions (e.g., pledges by funds/accounts over which insider does not exercise investment control or non‑margin loans subject to capacity and MNPI conditions) .
Governance Assessment
-
Strengths
- Finance Committee chair with high engagement (23 meetings FY2025), suggesting active oversight of capital structure and financing strategy .
- Audit Committee Financial Expert status and Audit Committee membership; board and committee independence affirmed .
- Strong shareholder support at 2025 AGM (6.33M for vs. 26K against), indicating investor confidence in his nomination .
- Director compensation mix skewed to equity (FY2025 cash ~$11K; options ~$200K), aligning incentives with shareholder outcomes; program includes one‑year vesting and ownership guidelines .
-
Potential Conflicts and Red Flags
- Significant beneficial owner (7.7%) via Nantahala‑managed holdings; while independence is affirmed, investor‑representative dynamics warrant monitoring for conflicts of interest .
- Pledging: All CRMT shares held in Nantahala funds/accounts are pledged as security; even with policy exceptions, pledging introduces forced‑sale risk under adverse scenarios and is generally viewed unfavorably by governance best practices .
- Related‑party transactions: None disclosed since FY2024, mitigating near‑term related‑party exposure .
-
Compensation Structure Signals
- FY2025 shift enabling retainer‑in‑equity and $150K annual equity grants standardizes director pay toward equity; no repricing without shareholder approval per 2024 plan—a shareholder‑friendly feature .
- No director‑specific performance metrics; equity is time‑based; scrutiny should focus on pay levels vs. workload (committee chair roles) and equity mix given ownership/pledging context .
Overall: Buba brings deep specialty finance and capital markets expertise and is highly engaged through committee leadership. Governance risks center on his substantial beneficial stake via Nantahala and the explicit pledging of CRMT shares, which merits active board‑level risk management and transparent communications to investors .