Daniel Berce
FirstCash HoldingsAbout Daniel E. Berce
Independent director at FirstCash Holdings, Inc. (FCFS). Age 71; has served on FirstCash’s board since the 2016 merger with Cash America, after previously serving as a Cash America director from 2006 to 2016 . Former President & CEO of General Motors Financial Company, Inc. (formerly AmeriCredit) until his retirement in April 2025; earlier served as AmeriCredit’s CFO, President, CEO, Vice-Chairman, and director from 1990–2010, reflecting deep finance and risk oversight credentials . The board class schedule indicates Mr. Berce will stand for re‑election in 2026 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| General Motors Financial Company, Inc. | President & CEO | 2010–Apr 2025 | Led post-acquisition integration and finance operations; retiring April 2025 . |
| AmeriCredit Corp. | CEO; President; Vice-Chairman & CFO; Director | Various (1990–2010) | Finance, capital markets, and risk leadership at consumer auto finance lender . |
| Cash America International, Inc. | Director | 2006–2016 | Board member pre-merger, industry familiarity . |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| AZZ Inc. (NYSE: AZZ) | Director | Current | Provider of galvanizing and coil coating solutions; external directorship and network exposure . |
Board Governance
- Independence: Classified as independent; the board has determined all committee members (Audit, Compensation, Nominating & Corporate Governance) are independent under Nasdaq and SEC rules .
- Committees: Audit Committee Chair; member of Compensation Committee; not on Nominating & Corporate Governance .
- Financial expertise: Each Audit Committee member qualifies as an “audit committee financial expert”; Audit Committee report signed by Berce as Chair .
- Attendance and engagement: Board met 4 times in 2024; each director attended at least 75% of board and relevant committee meetings (Audit 4, Compensation 3, Nominating 1); independent directors hold executive sessions after regular meetings .
- Board composition: Eight directors, six independent; Lead Independent Director is Mikel D. Faulkner .
- Majority voting: Majority Voting Policy in uncontested elections; Nominating & Corporate Governance Committee evaluates any resignations under the policy .
- Cyber and risk oversight: Audit Committee leads cyber and technology risk oversight with CIO reporting; regular reviews of significant risk exposures .
Fixed Compensation (Director)
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $100,000 | Paid quarterly ($25,000 per quarter) for non‑employee directors in 2024 . |
| Committee chair fee – Audit | $25,000 | Paid quarterly; applicable to Berce as Audit Chair in 2024 . |
| Meeting fees | None | No supplemental meeting fees; expenses reimbursed . |
| Total cash (Berce) | $125,000 | Fees earned/paid in cash for 2024 . |
| Policy outlook (2025) | “Materially consistent” | 2025 non‑employee director pay structure materially consistent with 2024 . |
Performance Compensation (Director)
| Award Type | Grant Date | Shares/Units | Grant Date Fair Value | Vesting | Performance Metrics |
|---|---|---|---|---|---|
| Restricted stock (time-based) | Jan 31, 2024 | 1,213 | $139,216 | Fully vested Dec 31, 2024 | None disclosed for directors; awards are time-based, not performance-conditioned . |
| Total (Berce) | 2024 | 1,213 | $139,216 | Vested 12/31/2024 | Not applicable to director awards . |
- 2024 director compensation mix for Berce: $125,000 cash + $139,216 equity = $264,216 total .
- The board benchmarks director pay against a peer group; mix deemed competitive; no options or performance share units for directors disclosed .
Other Directorships & Interlocks
| Company | Type | Interlock/Conflict |
|---|---|---|
| AZZ Inc. | Public company board | No FirstCash-disclosed related transactions; standing external role . |
| Compensation Committee Interlocks | Committee disclosure | During 2024, Berce (with Faulkner, Graves) had no interlocking relationships requiring disclosure under SEC rules . |
Expertise & Qualifications
- Senior finance executive experience (CEO, CFO) at consumer finance companies, indicating strong credit, underwriting, and regulatory acumen .
- Audit Committee financial expert designation; extensive oversight of financial reporting, internal controls, auditor independence, and cyber risk .
- Independent status and committee leadership support board effectiveness in risk oversight and financial governance .
Equity Ownership
| Holder | Common Shares | RSAs Vesting ≤60 Days (Retirement) | Total Beneficial Ownership | % of Outstanding | Shares Outstanding Reference |
|---|---|---|---|---|---|
| Daniel E. Berce | 19,583 | 526 | 20,109 | <1% | 44,364,566 shares outstanding (as of Apr 17, 2025) . |
- Stock ownership guidelines for non‑employee directors: value equal to 5x annual cash retainer; 5‑year accumulation; directors not yet compliant must retain vested awards until they meet guidelines; as of Apr 17, 2025 all non‑employee directors have either met or have additional time to meet the guideline .
- Anti‑hedging and pledging: Company prohibits short sales and hedging; pledging generally prohibited with case‑by‑case exceptions disclosed only for CEO and CFO; no pledging by Berce is disclosed .
Voting Signals and Shareholder Feedback
- 2025 director election: Berce not up for election in 2025; continues to serve until the 2026 Annual Meeting .
- 2025 say‑on‑pay advisory vote: For 38,065,293; Against 1,854,017; Abstain 172,405; Broker non‑votes 1,325,273 .
- 2025 auditor ratification: For 40,181,373; Against 1,154,400; Abstain 81,215 .
- Annual meeting quorum: 41,416,988 shares voted (92.88% of eligible) .
Insider Trades
- Form 4 transactions are not disclosed within the proxy or 8‑K voting item. Use SEC Form 4 filings for transaction‑level detail; no insider trading data for Berce is provided in the cited documents .
Potential Conflicts or Related-Party Exposure
- No family relationships among directors or executive officers .
- Related-party transactions disclosed involve repurchases from entities controlled by former director Douglas Rippel; none involve Berce .
- Compensation Committee interlocks: none requiring disclosure for Berce .
- Pledging/hedging: strict policy with limited exceptions for CEO/CFO; none disclosed for Berce .
Governance Assessment
- Strengths: Independent director with audit chair leadership and designated financial expert status; active oversight of financial reporting, controls, auditor independence, and cyber risk; transparent director compensation with modest cash retainer plus time‑vested equity; ownership guidelines align directors with shareholders .
- Alignment: Berce holds common shares and time‑vested RSAs; no pledging disclosed; director pay structure is balanced and remains consistent into 2025 .
- Risks/Red Flags: None specific to Berce disclosed; broader company risks include permitted pledging by CEO and CFO and related‑party repurchases from a former director’s entity, though neither implicates Berce .
- Shareholder signals: Strong support for auditor ratification and say‑on‑pay; Berce’s board seat continues through 2026 under the classified board schedule .