Charles Way
About Charles D. Way
Independent director of World Acceptance Corporation since 1991; age 72. Former CEO and President of Ryan’s Restaurant Group (public company, acquired in 2006) with a BS in Accounting from Clemson University. Currently a private investor; serves as Chair of WRLD’s Audit and Compliance Committee and member of the Compensation and Stock Option Committee; designated an “audit committee financial expert.” The Board affirms his independence under NASDAQ and company policy .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ryan’s Restaurant Group, Inc. (public) | Chief Executive Officer | 1989–2006 | Led public company through acquisition by Buffets, Inc. in 2006 |
| Ryan’s Restaurant Group, Inc. | President | 1988–2004 | Senior leadership |
| Ryan’s Restaurant Group, Inc. | Executive Vice President | 1986–1988 | Senior leadership |
| Ryan’s Restaurant Group, Inc. | Vice President & Chief Financial Officer | 1981–1986 | Finance leadership |
| Ryan’s Restaurant Group, Inc. | Treasurer & Secretary | 1981–1988 | Corporate officer roles |
| Ryan’s Restaurant Group, Inc. | Controller | 1979–1981 | Financial reporting |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ryan’s Restaurant Group, Inc. | Director; Chairman of the Board | Director 1981–2006; Chairman 1992–2006 | Led board through strategic phases prior to sale |
Board Governance
- Committee assignments: Audit and Compliance (Chair); Compensation and Stock Option (Member) .
- Independence: Board determined Mr. Way is independent under NASDAQ and company policy .
- Financial expertise: Board determined each Audit and Compliance Committee member, including Mr. Way, is an “audit committee financial expert” .
- Attendance and engagement: In FY2025, Board held 5 meetings; each director attended at least 75% of Board meetings and all their committee meetings . The Audit and Compliance Committee met four times in FY2025 to review interim financials and compliance/internal audit updates .
- Risk oversight: Audit and Compliance Committee oversees financial controls, legal/regulatory and compliance risks, related-party transactions, technology/cybersecurity, and overall risk governance .
- Anti-hedging/pledging and clawback: Company policy prohibits hedging and requires pre-clearance before pledging; clawback policy in effect (referenced to 10-K exhibit) .
Fixed Compensation (Director FY2025)
| Item | Amount ($) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | 105,000 | Includes quarterly retainers and Audit Chair retainer |
| Total Cash | 105,000 | — |
Program structure FY2025 (for context):
- Board retainer: $20,000 per quarter (H1 FY2025); $22,000 per quarter effective Oct 1, 2024 (H2) .
- Committee Chair retainers: Audit & Compliance $5,000 per quarter (H1) rising to $5,500 (H2); Compensation and Nominating $2,500 (H1) rising to $2,750 (H2). No per-meeting fees .
- Director pay cap: Non-employee director compensation capped at $250,000 per fiscal year (or $750,000 for non-employee Chair/Lead Director) .
Performance Compensation (Equity)
| Award Type | Grant/Status | Quantity/Detail | Accounting Value | Vesting Terms |
|---|---|---|---|---|
| Restricted Stock (annual director grant) | Granted Dec 18, 2024 | 1,075 shares | $120,013 | Not specified in proxy; time-based director grant disclosed |
| Stock Options (outstanding) | Outstanding at 3/31/2025 | 6,000 options | n/a | Terms not specified in proxy |
No performance metrics are tied to director equity; annual director equity grants are restricted stock (time-based) rather than performance-conditioned .
Other Directorships & Interlocks
| Company | Public? | Role | Tenure | Notes |
|---|---|---|---|---|
| Ryan’s Restaurant Group, Inc. | Yes (historical) | Director; Chairman | Director 1981–2006; Chairman 1992–2006 | Prior public board leadership |
- Compensation committee interlocks: None disclosed for FY2025; no executive officer served in a reciprocal comp committee role at another company; no related-party transactions by compensation committee members .
Expertise & Qualifications
- Leadership experience; risk management and oversight; finance; corporate governance; general business (as identified by the Board) .
- Audit committee financial expert designation (Reg S-K 407(d)(5)) .
- Education: B.S. in Accounting, Clemson University .
Equity Ownership
| Category | Amount | % of Class | Notes |
|---|---|---|---|
| Total Beneficial Ownership | 21,747 shares | <1% | As of record date July 9, 2025 |
| Options exercisable within 60 days | 5,950 | — | Included in beneficial ownership per footnote |
| Unvested Restricted Stock (beneficial table) | 3,075 | — | Included in beneficial ownership per footnote |
| Stock Awards Outstanding (director table) | 1,075 | — | As of 3/31/2025 |
| Option Awards Outstanding (director table) | 6,000 | — | As of 3/31/2025 |
- Anti-hedging and pledging: Hedging prohibited; pledging requires pre-clearance; no pledges disclosed for Mr. Way in proxy .
Governance Assessment
- Strengths: Long-tenured independent director; Audit and Compliance Committee Chair with “financial expert” designation; full attendance; active oversight of financial reporting, compliance, and risk .
- Alignment: Holds 21,747 shares beneficially; awarded time-based restricted stock consistent with director program; total director pay ($225,013) below stated $250,000 cap, indicating adherence to compensation governance .
- Shareholder support signal: 2024 say-on-pay advisory vote received 4,646,686 “For” vs 17,618 “Against” and 24,711 “Abstain” (high support level) .
- Related-party oversight: Audit and Compliance Committee (which Mr. Way chairs) and the Board approved a privately negotiated repurchase of 162,712 shares from Prescott Associates L.P. at $147.50 on Feb 18, 2025; Prescott affiliates collectively hold a significant stake (e.g., PGP 33.8% as of record date). This is a governance focal point for monitoring due to concentrated ownership and related-party exposure, though pricing was near market and the proxy notes committee review per policy .
- Independence affirmed: Board explicitly deems Mr. Way independent; compensation committee membership comprised solely of independent directors .
Director Compensation (FY2025) – Summary for Mr. Way
| Component | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 105,000 |
| Stock Awards (grant-date fair value) | 120,013 |
| Option Awards | — |
| All Other Compensation | — |
| Total | 225,013 |
Say-on-Pay & Shareholder Feedback
- 2024 Annual Meeting results (Aug 21, 2024): Say-on-Pay “For” 4,646,686; “Against” 17,618; “Abstain” 24,711; broker non-votes 501,721 .
- Director elections: Mr. Way received 4,507,492 votes “For” vs 181,523 “Withheld” in 2024 .
Related Party Transactions (Policy and FY2025 Activity)
- FY2025: No related person transactions except repurchase of 162,712 shares from Prescott Associates L.P. for $24.0M ($147.50/share), approved by Audit and Compliance Committee and Board; price aligned with market close ($147.16) on transaction date; Audit and Compliance Committee reviews related-person transactions per charter .
Compensation Committee Analysis (Structure Highlights)
- Compensation and Stock Option Committee composed of independent directors; responsible for director and officer compensation plans and equity plans (2008, 2011, 2017; proposed 2025 Plan) .
- Director compensation limit per fiscal year of $250,000 per non-employee director; $750,000 for non-employee Chair/Lead Director .
- Clawback policy applies to awards; anti-hedging/pledging policy in place .
RED FLAGS to monitor
- Concentrated ownership by Prescott entities and affiliates (e.g., PGP 33.8%), combined with private share repurchase approved by the Audit and Compliance Committee; ongoing scrutiny of related-party processes and independence is warranted .
- No hedging/pledging by directors is allowed without pre-clearance; adherence should continue to be monitored .
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