Darrell Whitaker
About Darrell E. Whitaker
Independent director of World Acceptance Corporation since 2008; age 67. President and Chief Operating Officer of IMI Resort Holdings, Inc. since 2004; previously CFO and COO at The Cliffs Communities, Inc., and earlier executive roles at Ryan’s Family Steak House, Baby Superstores, and Food Lion. Holds a B.S. in Business Administration (University of South Carolina Upstate), is a licensed CPA (SC), chartered global management accountant, and licensed real estate broker in SC, GA, and FL .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| IMI Resort Holdings, Inc. | President & COO | Since 2004 | Operational leadership in real estate brokerage |
| The Cliffs Communities, Inc. | CFO; then COO & VP Finance; Corporate Secretary | 1998–2004 (CFO to 2001; COO thereafter) | Finance and operations leadership in resort development |
| Ryan’s Family Steak House, Inc.; Baby Superstores, Inc.; Food Lion, Inc. | Executive management positions | Not disclosed | Retail/restaurant operational experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| CPA (South Carolina) | Licensed CPA; CGMA | Since 2001 | Professional accreditation |
| Real estate broker (SC, GA, FL) | Licensed Broker | Not disclosed | Regulatory licensure in three states |
Board Governance
- Independence: Board determined Whitaker is independent under NASDAQ and company governance policy .
- Committees: Member, Audit and Compliance Committee; Member, Nominating and Corporate Governance Committee. Audit Committee membership composed solely of independent directors; all current members (including Whitaker) are “audit committee financial experts” .
- Attendance: In FY2025 the Board held five meetings; each director attended at least 75% of Board meetings and all meetings of committees on which they served. Directors are expected to attend the annual meeting; all nominees serving at the time attended the prior year’s annual meeting .
- Board leadership: Independent, non-executive Chairman; separate CEO and Chair roles; regular executive sessions of independent directors after Board meetings .
- Refresh/retirement: Governance policy amended June 14, 2024—directors generally not to serve beyond the term in which they attain age 75 unless unanimously renominated annually due to special circumstances .
- Resignation policy: In an uncontested election, any nominee receiving more “withheld” than “for” votes must tender resignation within five days; the Board will decide within 90 days and disclose via 8-K .
- Anti-hedging/pledging; clawback: Hedging prohibited; pledging requires pre-clearance and ability to repay without pledged shares. Company maintains a clawback policy compliant with Nasdaq Rule 10D‑1 .
Fixed Compensation
| Metric | FY2024 | FY2025 |
|---|---|---|
| Annual cash retainer ($) | $80,000 | $84,000 (quarterly retainer $20,000 first half; $22,000 second half; no meeting fees) |
| Committee chair fees ($) | Not applicable to Whitaker | Not applicable to Whitaker |
| Compensation cap (policy) | Non-employee director annual cap $250,000; $750,000 for non-employee Chair/Lead Director | Non-employee director annual cap $250,000; $750,000 for non-employee Chair/Lead Director |
Performance Compensation
| Metric | FY2024 | FY2025 |
|---|---|---|
| Equity grant type | None disclosed (no stock awards shown in FY2024 table) | Restricted stock award; grant date 12/18/2024; 1,075 shares |
| Stock awards ($ grant-date fair value) | $0 | $120,013 |
| Options outstanding (count) | 6,000 (outstanding as of 3/31/2024) | 6,000 (outstanding as of 3/31/2025) |
| Meeting fees | None (company does not pay meeting fees) | None (company does not pay meeting fees) |
Vesting details for director restricted stock awards are not separately disclosed in the proxy; the 2025 table reflects grant-date values and share counts .
Other Directorships & Interlocks
- Other public company directorships: None disclosed for Whitaker .
- Board interlocks: Director Scott J. Vassalluzzo is Managing Member of Prescott General Partners (PGP), a long-time shareholder; PGP beneficially owned ~33.8% of shares as of the 2025 record date (after the company’s repurchase of 162,712 shares from Prescott Associates L.P. at $147.50 per share) .
- Related-party oversight: Audit and Compliance Committee reviews related-person transactions under Item 404 of Regulation S‑K; considers fairness, independence impacts, and conflicts; interested committee members abstain from votes .
Expertise & Qualifications
- Finance/accounting expertise; designated audit committee financial expert .
- Operational leadership across real estate, retail, and hospitality sectors .
- Professional credentials: CPA (SC), CGMA; licensed broker (SC, GA, FL) .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Class | Notes |
|---|---|---|---|
| Darrell E. Whitaker (2025) | 13,074 | <1% | Includes 6,000 options exercisable within 60 days and 3,075 unvested restricted shares |
| Darrell E. Whitaker (2024) | 11,499 | <1% | Includes 5,000 options exercisable within 60 days and 833 unvested restricted shares |
| Prescott General Partners (aggregate) | 1,842,134 | 33.8% (of 5,446,636 outstanding) | Ownership after 2/18/2025 repurchase from Prescott Associates L.P. |
Anti-hedging policy applies to directors; pledging requires pre-clearance and ability to repay without pledged shares .
Governance Assessment
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Strengths:
- Independence and committee roles: Whitaker is independent and serves on two key governance committees; the Audit Committee is fully independent and designates all members, including Whitaker, as financial experts—supporting oversight of financial reporting and related-party review .
- Engagement: Documented attendance at Board and committee meetings; expectation and precedent of annual meeting attendance .
- Compensation structure: Modest cash retainer; equity grants to align interests; policy caps on director compensation; no meeting fees—reduces per‑meeting incentives .
- Board controls: Independent Chair, regular executive sessions, resignation policy on majority-withheld votes, retirement age policy—enhances accountability and refreshment .
- Risk controls: Anti-hedging/pledging, and clawback policies in place .
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Considerations:
- Significant shareholder influence: Prescott-related ownership and transactions (including share repurchase) require continued robust Audit Committee oversight to manage conflicts; Whitaker’s role on Audit Committee places responsibility on independent directors to enforce policy safeguards .
- Ownership alignment: Whitaker’s beneficial ownership is <1% with a mix of options and restricted stock; alignment is present but not concentrated given company’s small float and large blocks held by major shareholders .
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Broader shareholder signals:
- Say‑on‑pay approval (executive pay): 89% approval at the 2024 annual meeting; historically strong support (99% approval in 2023), indicating investor confidence in compensation governance framework .