Julia K. Davis

About Julia K. Davis

Julia K. Davis (age 62) has served as an independent director of America’s Car-Mart, Inc. since August 2021. She is a seasoned technology and operations executive and currently an Executive Partner in Gartner’s CIO Advisory practice; prior roles include CIO positions at R1 RCM, Aflac US, American Safety Insurance, GE Healthcare (Equipment Finance Division), and GE Business Productivity Solutions, and five years as a Captain in the U.S. Air Force . She serves on three board committees at CRMT: Compensation & Human Capital, Nominating & Governance, and Audit & Compliance .

Past Roles

External Roles

Board Governance

• Committee assignments: Compensation & Human Capital (member), Nominating & Governance (member), Audit & Compliance (member) .
• Independence: Board determined Davis is independent under NASDAQ standards .
• Attendance: Board held six meetings in FY2025; each incumbent director attended at least 75% of board and applicable committee meetings. All eight directors serving at the 2024 annual meeting attended .
• Committee cadence: Audit & Compliance met eight times (committee report later references nine), Compensation four, Nominating & Governance four in the last fiscal year; Finance met 23 times (Davis is not on Finance) .
• Executive sessions: Independent directors meet separately at least twice each year .
• Related party and interlocks: Compensation Committee interlocks disclose no member (including Davis) had relationships requiring disclosure; audit committee oversees related-party review. No related party transactions since FY2025 start .

Fixed Compensation (Director)

• Structure: Non-employee directors receive a $50,000 annual retainer; committee chair premia (Audit $25,000; Compensation $15,000; Nominating $12,500; Finance $12,500); Chair of the Board receives an additional $77,500. Directors may elect to receive their annual cash retainer in restricted shares or options; each director also receives $150,000 of additional equity (RS or options) vesting on the first anniversary of grant (typically May 1 grants). No meeting fees; employee-directors receive no board pay .

Performance Compensation (Director)

• No performance-linked metrics are disclosed for director compensation; equity grants vest time-based (first anniversary of grant) at the director’s election (restricted shares or stock options) .
• Company-wide clawback policy (Rule 10D-1/Nasdaq 5608) applies to incentive pay tied to financial reporting measures; FY2024/2025 restatement-related disclosure omissions did not trigger recoupment as no applicable financial metrics were affected .

Other Directorships & Interlocks

• No other public company boards for Davis are disclosed; several fellow CRMT directors serve on external public boards (e.g., Copart, CKX Lands, Portillo’s, First Financial Bancorp), but no shared public board interlock with Davis is reported. Related party transactions: none since FY2025 start .

Expertise & Qualifications

• Enterprise technology leadership (CIO roles across insurance, healthcare, and finance), operations, and data-driven transformation; current CIO advisory role at Gartner .
• Governance exposure via audit, compensation, and nominating committee service at CRMT; audit committee service at Servpro .
• Not designated as an “audit committee financial expert” (board-designated experts are Bordelon, Englander, Buba, Welch) .

Equity Ownership

• Vested/unvested: 3,135 unvested restricted shares; 10,000 options exercisable within 60 days (counted in beneficial ownership) .
• Options outstanding (director level): 10,000 .
• Pledging/hedging: Company policy prohibits hedging and derivative trading; pledging generally prohibited with limited exceptions. No pledges disclosed for Davis; one director (Buba) has pledged fund-held shares (not Davis) .
• Ownership guidelines: Non-employee directors must own 5× the annual base retainer within five years; all directors met guidelines or were in transition as of July 31, 2025 .

Governance Assessment

• Board effectiveness: Davis adds deep technology and operations expertise across regulated industries, serving on three key committees (Audit, Compensation, Nominating), supporting oversight of risk, human capital, and governance processes .
• Independence and attendance: Formally independent, with board-wide attendance above the 75% threshold; independent directors hold executive sessions at least twice per year, reinforcing oversight integrity .
• Alignment and pay mix: Equity-heavy director pay (FY2025 equity ~$150k vs cash ~$54k) and stock ownership guidelines promote alignment; directors may elect equity in lieu of cash, strengthening “skin in the game” .
• Conflicts and related-party exposure: No related-party transactions since FY2025 start; compensation committee interlocks disclose no relationships requiring disclosure; insider trading policy restricts hedging/derivatives .
• Shareholder sentiment: Say-on-pay support was 96.94% in 2024, indicating broadly positive sentiment toward compensation governance (for executives), a proxy for governance confidence .
• Red flags: None disclosed regarding low attendance, hedging/pledging by Davis, related-party transactions, or tax gross-ups. Note minor inconsistency in reported audit committee meeting count (eight vs nine) in separate sections of the proxy; not material to governance assessment .

Overall signal: Strong independence and multi-committee engagement, equity-aligned compensation, and absence of related-party concerns support investor confidence in director-level governance.