CREDIT ACCEPTANCE CORP (CACC)
Sector: Financials
2026 Annual Meeting Analysis
CREDIT ACCEPTANCE CORP · Meeting: June 10, 2026
Directors FOR
2
Directors AGAINST
4
Say on Pay
AGAINST
Auditor
FOR
Director Elections
Election of Directors
Against Analysis
Mr. Booth served as CEO and director throughout the 3-year underperformance period; CACC's 3-year stock return of +4.5% trailed the XLF financial sector benchmark by 59.6 percentage points, well above the 50-point trigger threshold for low-positive returns, and the 5-year record does not close this gap sufficiently to downgrade the vote to FOR.
Ms. Flanagan has served on the board since 2004 and her tenure fully overlaps the 3-year underperformance period during which CACC trailed the XLF benchmark by 59.6 percentage points, exceeding the 50-point policy trigger; the 5-year return of +31.2% does not eliminate the sustained underperformance concern.
Mr. Tryforos has served as a director since 1999 and as Chair since 2022, making him fully accountable for the 3-year period during which CACC's stock trailed the XLF benchmark by 59.6 percentage points — well above the 50-point policy trigger — and the 5-year return does not provide a sufficient mitigant.
Mr. Vassalluzzo has served as a director since 2007 and his tenure fully overlaps the 3-year underperformance period during which CACC trailed the XLF benchmark by 59.6 percentage points, exceeding the 50-point policy trigger, and the 5-year record does not resolve the sustained underperformance concern.
For Analysis
Mr. Hegde became CEO and joined the board in May 2021 but only assumed executive leadership in November 2025; as the newly appointed CEO with limited tenure in the role, the TSR underperformance concern is primarily attributable to prior leadership, and no other policy triggers apply.
Mr. Quinn joined the board in October 2023, which is within 24 months of the meeting date, making him exempt from the TSR underperformance trigger under the policy's new-director exemption, and no other policy triggers apply.
Four of six director nominees — Booth, Flanagan, Tryforos, and Vassalluzzo — receive AGAINST votes due to sustained stock underperformance of 59.6 percentage points below the XLF financial sector benchmark over three years, well above the 50-point policy trigger for companies with low-positive absolute returns; newly appointed CEO Hegde and recently joined director Quinn (within the 24-month new-director exemption window) receive FOR votes.
Say on Pay
✗ AGAINSTCEO
Vinayak R. Hegde
Total Comp
$62,567,647
Prior Support
97.6%%
The CEO's reported total compensation of $62.6 million — driven almost entirely by a single large stock award of 140,000 restricted stock units (valued at $61.6 million) intended to cover 10 future years — is far above what would be expected for a CEO at a $5.5 billion financial services company, regardless of the front-loaded structure. While the company describes this as a multi-year grant, the policy requires evaluating the reported value as disclosed, and the amount is vastly above benchmark. Compounding the pay level concern, the company's stock has returned only +4.5% over the past three years while the XLF financial sector benchmark returned +64.1% — a gap of nearly 60 percentage points — and the equity awards for most named executives vest purely based on showing up for work rather than hitting measurable performance goals, meaning shareholders bore poor returns while executives were set to receive above-benchmark incentive pay with no performance accountability.
Auditor Ratification
✓ FORAuditor
Grant Thornton LLP
Tenure
21 yrs
Audit Fees
$1,100,000
Non-Audit Fees
$400,000
Grant Thornton's non-audit fees of $400,000 represent approximately 36% of audit fees of $1,100,000, well below the 50% threshold that would raise independence concerns; auditor tenure of approximately 21 years (appointed July 2005) is below the 25-year trigger; and no material financial restatements are disclosed.
Overall Assessment
The 2026 Credit Acceptance ballot presents significant governance concerns: four long-tenured directors receive AGAINST votes due to severe stock underperformance of nearly 60 percentage points below the XLF benchmark over three years, and the Say on Pay proposal receives an AGAINST vote driven by an extraordinarily large front-loaded CEO equity grant of $61.6 million combined with poor pay-for-performance alignment and equity awards that vest on tenure alone rather than measurable performance. The auditor ratification is straightforward and receives a FOR vote, as fee ratios and tenure are within policy limits.