AMERICAS CAR MART INC (CRMT)
Sector: Consumer Discretionary
2026 Annual Meeting Analysis
AMERICAS CAR MART INC · Meeting: September 23, 2026
Directors FOR
4
Directors AGAINST
6
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Against Analysis
Mr. Buba joined in November 2023, giving him roughly 30 months of tenure that partially overlaps the severe underperformance period during which CRMT's stock fell approximately 97% while the peer group median fell only about 4%; the 93-percentage-point gap far exceeds the 20-point trigger, and the 5-year TSR gap of 99 percentage points confirms sustained underperformance with no long-term mitigant available.
Mr. Campbell has served as CEO and director since October 2023 and therefore has tenure exceeding 24 months that meaningfully overlaps the period in which CRMT's stock lost approximately 97% of its value versus a peer median decline of only about 4%; this 93-percentage-point gap triggers the policy regardless of the Say on Pay analysis, and the 5-year TSR check similarly confirms sustained underperformance.
Mr. Englander has served on the board since 2007 and his tenure fully encompasses the entire 3-year and 5-year underperformance periods; CRMT's stock fell about 97% over three years versus a peer median decline of roughly 4%, a 93-percentage-point gap that far exceeds the 20-point trigger, and the 5-year TSR gap of 99 percentage points provides no mitigating long-term track record.
Ms. Morris has served since April 2021 and her tenure fully covers the 3-year and 5-year measurement windows during which CRMT's stock declined approximately 97% versus a peer median of about -4%, a 93-percentage-point gap well above the 20-point trigger, and the 5-year TSR comparison shows an equivalent 99-percentage-point gap with no long-term mitigant.
Mr. Welch has served as a director since 2018 and as Board Chair since August 2020, meaning his leadership tenure fully encompasses the catastrophic 3-year and 5-year underperformance periods; CRMT's stock fell approximately 97% over three years against a peer median of roughly -4%, a 93-percentage-point gap well above the policy threshold, and as Chair he bears particular accountability for strategic and governance oversight during this period.
Mr. Williams has served as a director since 2011 and as CEO through September 2023, giving him full accountability over the entire underperformance period; CRMT's stock fell approximately 97% over three years versus a peer median decline of about 4%, a 93-percentage-point gap far exceeding the 20-point trigger, and the 5-year TSR gap of 99 percentage points confirms there is no long-term track record that mitigates the recent underperformance.
For Analysis
Ms. Joplin joined the board in September 2025, giving her less than 24 months of tenure as of the meeting date, which qualifies her for the new-director exemption under the policy; she brings strong financial and audit expertise as a Certified Public Accountant and former CFO of Walmart's Sam's Club division, and no other policy triggers apply.
Mr. Nathan joined the board in June 2026, fewer than 24 months before the meeting date, and therefore qualifies for the new-director exemption under the policy; he brings extensive restructuring, public company board, and audit committee experience relevant to the company's current strategic review.
Mr. Paul joined the board in May 2026, fewer than 24 months before the meeting date, and therefore qualifies for the new-director exemption under the policy; his background in complex restructurings, governance, and capital markets is directly relevant to CRMT's ongoing strategic alternatives review.
Mr. Wartell joined the board in June 2026, fewer than 24 months before the meeting date, and therefore qualifies for the new-director exemption under the policy; he brings deep investment, credit, consumer finance, and restructuring experience appropriate to the company's current situation.
Of ten nominees, five long-tenured directors (Englander, Welch, Williams, Morris, Campbell) and one director with more than 24 months of tenure (Buba) trigger the TSR underperformance policy given CRMT's catastrophic 93-percentage-point underperformance versus its peer group median over three years on an already deeply negative absolute return; four recently appointed directors (Joplin, Nathan, Paul, Wartell) are exempt under the 24-month new-director rule and are supported based on relevant qualifications and the company's ongoing restructuring needs.
Say on Pay
✓ FORCEO
Douglas W. Campbell
Total Comp
$1,553,513
Prior Support
96.24%%
The CEO's total reported compensation of $1,553,513 for fiscal year 2025 (the year reflected in the pre-extracted database figure) is modest for a CEO of a consumer-discretionary company, and in fiscal year 2026 his compensation of approximately $1,574,534 remains at a level that, given CRMT's current $26 million market cap, is not materially above what the benchmark for a small-cap consumer discretionary CEO would suggest; the short-term incentive plan is tied to meaningful financial metrics — sales revenue, adjusted operating income, cash collections, and technology adoption — and actual payouts were reduced to roughly 62% of target because key financial goals were missed, demonstrating genuine pay-for-performance linkage rather than pay without accountability; while CRMT's stock performance has been severely negative, the pay level itself does not appear to be the driver of that underperformance, the incentive structure is functioning as designed by withholding the majority of target bonuses, and prior-year shareholder support was 96%, providing no basis to override the default FOR vote on Say on Pay.
Auditor Ratification
✓ FORAuditor
Grant Thornton LLP
Tenure
N/A
Audit Fees
$1,108,132
Non-Audit Fees
$0
Grant Thornton charged $1,108,132 in audit fees for fiscal year 2026 with zero non-audit fees, so the non-audit fee ratio is 0%, well below the 50% threshold that would raise independence concerns; auditor tenure is not explicitly disclosed in the proxy so the tenure trigger cannot be applied, and no material restatements are disclosed; Grant Thornton is a large national firm appropriate for a company of CRMT's size.
Overall Assessment
The 2026 America's Car-Mart annual meeting presents a challenging ballot dominated by the company's extraordinary stock price collapse — a 97% decline over three years that is 93 percentage points worse than the peer group median — leading to AGAINST votes for six of ten director nominees whose tenures overlap the underperformance period, while four newly appointed restructuring-focused directors are supported; the Say on Pay vote passes because the CEO's compensation is modest in absolute terms and the incentive plan demonstrably withheld the majority of bonus payouts when financial targets were missed, and the auditor ratification passes cleanly with zero non-audit fees.
Compensation Peer Group
18 companies disclosed in 2026 proxy filing