Joshua G. Welch
About Joshua G. Welch
Joshua G. Welch, age 60, is an independent director of America’s Car‑Mart and has served on the board since January 2018; he has been Chairman of the Board since August 2020. He sits on the Audit & Compliance Committee and the Finance Committee, and is designated an SEC “audit committee financial expert.” Welch earned degrees from Williams College and Columbia Business School and previously served on the board of Equimark Corp while a securities analyst with Tisch Family Interests. His biography emphasizes financial and analytical expertise and a deep understanding of Car‑Mart’s business .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Tisch Family Interests | Securities Analyst; served on Equimark Corp board | 1990–1998 (period of employment; board service during this period) | Public bank board experience; analytical background |
| Vicuna Capital I, LP | Founder; Managing member of GP | Founded 1998; current | Investment management; financial expertise |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Equimark Corp (public bank) | Director (while at Tisch Family Interests) | 1990–1998 (during Tisch tenure) | Public company governance exposure |
Board Governance
- Board leadership: Welch serves as non-executive Chairman; CEO Campbell is separate, allowing focus on operations while the chair leads board oversight .
- Independence: Board determined Welch and a majority of directors are independent under NASDAQ standards; independent directors meet separately at least twice per year .
- Committees:
- Audit & Compliance Committee member; audit committee met eight times in the last fiscal year and includes four SEC “financial experts” (Welch among them) .
- Finance Committee member; the finance committee met 23 times in the last fiscal year .
- Attendance: Board held six meetings in the last fiscal year; each incumbent director attended at least 75% of the aggregate board and committee meetings served. All eight directors attended the 2024 annual meeting .
Fixed Compensation (Director — FY2025)
| Component | Amount | Notes |
|---|---|---|
| Annual base retainer (non-employee director) | $50,000 | Standard for all non-employee directors |
| Chairman of the Board additional retainer | $77,500 | Paid to Welch as Chair |
| Committee chair fees | Audit: $25,000; Compensation: $15,000; Nominating: $12,500; Finance: $12,500 | Welch is not a committee chair; fees apply to chairs only |
| Fees earned (Welch) | $127,500 | FY2025 director compensation table |
Performance Compensation (Director — FY2025)
- Equity structure for directors: Non-employee directors may elect to receive annual cash retainer in the form of restricted shares or stock options granted on May 1, vesting after one year. Additionally, each director is entitled to $150,000 of equity-based compensation in restricted shares or stock options, granted on May 1 and vesting after one year .
| Metric | Policy | FY2025 Outcome (Welch) |
|---|---|---|
| Annual equity grant election | RS or Options; grant on May 1; 1-year vest | Welch reported option award grant-date fair value of $149,986 in FY2025 |
| Performance linkage | None (time-based vesting, not financial metric-based) | No director performance metrics disclosed |
No meeting fees or non-equity incentive compensation are paid to directors; equity is time-based. Stock ownership guidelines require non-employee directors to own Company stock equal to 5x the annual base retainer within five years; all non-employee directors met the guideline or were in transition as of July 31, 2025 .
Other Directorships & Interlocks
- Current public company boards: None disclosed for Welch in the proxy .
- Prior public company board: Equimark Corp (during tenure at Tisch Family Interests) .
- Compensation committee interlocks: None disclosed; committee composed of independent directors, and no insider participation .
Expertise & Qualifications
- SEC audit committee financial expert designation .
- Financial and analytical skills; investment management background via Vicuna Capital I, LP .
- Education: Williams College and Columbia Business School .
Equity Ownership
| Holder | Beneficial Ownership (Shares) | % Outstanding | Breakdown / Notes |
|---|---|---|---|
| Joshua G. Welch | 188,854 | 2.2% | Includes 149,305 shares held by Vicuna Capital I, LP (Welch is managing member of GP) and 39,549 options exercisable within 60 days; Welch disclaims beneficial ownership of Vicuna shares except to extent of pecuniary interest . Shares outstanding at record date: 8,545,223 . |
- Insider trading policy prohibits hedging, short sales, and trading in derivatives; pledging is prohibited except in limited circumstances (e.g., pledges by funds or collateralized loans meeting specific conditions). No pledging by Welch is disclosed; all related-party transactions section reports none requiring disclosure since the beginning of FY2025 .
Governance Assessment
- Signals of effectiveness:
- Independent Chair separation and independent board majority support robust oversight .
- Audit committee financial expert status for Welch and high finance committee activity indicate strong financial oversight engagement .
- Director stock ownership guidelines met or on track, supporting alignment with shareholders .
- Say-on-pay support strong: 2024 approval 96.94% of votes cast; 2025 advisory vote passed (5,948,778 for; 45,365 against; 359,302 abstained) .
- Conflicts/related party risk:
- Welch’s beneficial ownership includes shares held via Vicuna Capital I, LP where he is managing member. The proxy discloses this structure and a standard disclaimer of beneficial ownership to the extent of pecuniary interest; no related-party transactions are disclosed and board affirms independence under NASDAQ standards .
- Pledging: Company policy generally prohibits pledging with narrow exceptions; no pledge disclosures for Welch (contrast: another director’s fund holdings are pledged, disclosed separately), mitigating alignment risks for Welch specifically .
- Attendance/engagement:
- Board met six times, with all incumbents ≥75% attendance; independent directors hold executive sessions at least twice per year .
- Shareholder support:
- Welch’s re-election at the 2025 AGM received 6,295,702 votes for vs 56,275 against—indicative of investor confidence in his governance role .
Director Compensation (Detail for Welch — FY2025)
| Metric | FY2025 | Notes |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $127,500 | Base + Chair retainer |
| Stock Awards ($) | $0 | No RS awards reported for Welch |
| Option Awards ($) | $149,986 | Grant-date fair value under ASC 718 |
| Total ($) | $277,486 | FY2025 total director compensation |
| Aggregate outstanding options (#) | 39,549 | As of April 30, 2025 |
| Aggregate restricted stock (#) | 0 | As of April 30, 2025 |
Say‑on‑Pay & Peer Group Context
- 2024 say‑on‑pay: 96.94% approval of votes cast .
- 2025 say‑on‑pay: Passed; votes for 5,948,778; against 45,365; abstained 359,302; broker non-votes 1,200,314 .
- Pay‑versus‑performance peer group used for TSR comparisons: Asbury Automotive Group, AutoNation, CarMax, Copart, Group 1 Automotive, Lithia Motors, Penske Automotive Group, Rush Enterprises, Sonic Automotive .
Risk Indicators & RED FLAGS
- RED FLAGS (none disclosed):
- No related-party transactions requiring disclosure since FY2025 start .
- Section 16(a) reporting: Directors and officers complied; no Welch exceptions reported .
- Policy protections:
- Anti‑hedging and anti‑pledging policies in place; narrow exceptions require capacity and no MNPI at pledge time .
- Clawback policy aligned with SEC/Nasdaq, though recent disclosure additions did not trigger recoupment (no impact on financial results used for incentives) .
Additional Notes
- 2025 AGM election results confirm Welch’s re‑election and broad support across the slate .
- Finance oversight intensity: 23 finance committee meetings, consistent with strategic focus on capital structure and financing strategy .
Overall, Welch’s profile reflects strong financial governance, independent status, and meaningful ownership alignment, with no disclosed related-party transactions or hedging/pledging issues—supporting investor confidence in board oversight at CRMT .