Cameron Smith to exit Car-Mart board, officer compensation outlined

The executive suite at America’s Car-Mart has pretty much looked the same for the past three decades but this past year Hank Henderson, the face and voice of the buy-here, pay-here used car dealer, announced his retirement as CEO.

Jeff Williams, acting chief financial officer, took the company reins in January with plans to grow the business despite more competition and low interest rates. The company has long had a small top management team with two or three execs in the C-suite. That is still the case as Henderson will stay connected to the company through his board post and a consultant contract through 2020.

On Wednesday (July 18) the company filed its annual Proxy with the Securities & Exchange Commission. This report shows Williams earned $438,008 this past year ended April 30. He earned $401,609 in salary and no bonuses outside of small Christmas bonus of $620 were listed on the compensation summary.

Williams is under contract through April 30, 2020. His base salary was raised to $430,000 by the board effective to him becoming CEO on Jan. 1. He is also eligible to earn an annual incentive-based bonus based on earnings. The company expects his target bonus potential is $70,000 next year rising to $80,000 by 2020. The company said Williams earned an incentive pay in fiscal 2018 totaling $79,800 — this number is not broken out in the company’s compensation summary but is contained in his employment contract.

Other compensation for Williams totaled $36,399 and the majority of that was $22,240 for premiums paid on his behalf for the company’s executive insurance plan. He also has use of a company car valued at $3,600 as well as club dues of $3,760 and $5,603 in matching contributions to his 401(k).

While Henderson is no longer it the day-to-day management, he still earned $1.473 million last year, which included a retirement bonus of $1.1 million and base salary of $328,274. His other compensation included $7,750 for use of company automobile, a Christmas bonus of $1,050 and $13,776 paid for premiums to the executive health insurance plan. Post retirement he received $13,333 in fees earned for board services and $8,000 in consulting fees paid by the company. Henderson is under contract as a consultant to 2020 earning a monthly fee of $2,000 and his director fee is set at $40,000 annually.

Vickie Judy, chief financial officer and secretary, earned a base salary of $167,577 as well as stock awards totaling $504,500 upon her new executive role. She also earned $12,155 in other compensation such as $1,033 for automobile usage, $507 Christmas bonus, $3,315 for matching 401(k) contributions and $6,996 for premiums to the executive health insurance plan. Judy is not under contract and is an at-will employee, according to the Proxy.

Car-Mart noted in the Proxy it will hold its annual shareholder meeting at 10 a.m. Wednesday, Aug. 29 at the company headquarters in Bentonville. At the meeting the shareholders will elect a slate of six directors to a one-year term. Cameron Smith, founder of Cameron Smith & Associates of Rogers, is exiting the board after eight years.

“Practicing what I preach. Boards of Directors, especially for publicly traded companies, need to turn. Fresh new ideas and perspectives are important,” Smith told Talk Business & Politics. “I am grateful for the opportunity to serve on this board for the past 8 years and I thank Hank Henderson and Jeff Williams for that wonderful privilege. I would also like to thank my fellow board members along with all of the dedicated associates that make this company best in class.”

The following directors are up for election.
• Ray Dillon, 62, retired CEO of Deltic Timber
• Daniel Englander, 49, founder of Ursula Capital Partners
• William “Hank” Henderson, 55, former CEO of America’s Car-Mart
• Jim von Gremp, 68, board chair, real estate investor, former Walmart exec
• Joshua Welch, 53, managing partner with Vicuna Capital
• Jeff Williams, 55, CEO of America’s Car-Mart

According to Proxy filing Englander owns 3.3% of the outstanding stock or 234,478 shares, Henderson’s ownership is 2.4%, or 174,529 shares, and Williams controls 1.5% of the company with 106,295 shares. Welch, a director since January, has amassed 142,762 shares for a 2% stake in the company that includes 137,761 shares held by Vicuna Capital where Welch is a managing partner.

Following are the the five largest institutional shareholders of Car-Mart stock/
• Magnolia Capital: 10.7% stake or 755,272 shares
• Dimensional Fund Advisors: 8.5% stake or  600,247 shares
• BlackRock: 7.2% stake or 512,864 shares
• Yacktman Asset Management: 5.7% stake or 403,460 shares
• Invesco: 5% stake or 353,156 shares

Shares of America’s Car-Mart (NASDAQ: CRMT) closed Wednesday at $63.65, up 25 cents. For the past 52 weeks the share price has ranged from a low $33.05 to a high $68.20.

Year-to-date shares are up 41.9% on the heels of solid financial results through last year. The company grew annual revenue by 5.2% to $612 million and reported sale-store sales up 5.2%. At the same time net income rose 80% to $36.469 million for the year. The company will report first quarter earnings in mid August. Wall Street expects earnings per share to rise 27% year-over-year with revenue topping $152.4 million, up 4.1% from a year ago.