DEF 14A of Americas Carmart Inc, Jul 19, 2023

DEF 14A of Americas Carmart Inc

Filed Jul 19, 2023 · FY20230001171843-23-004550

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS Pursuant to our bylaws, our board of directors has set the number of directors for the ensuing year at seven, all of whom are proposed to be elected at the annual meeting of stockholders. Because the board of directors has named only seven nominees in this proxy statement, proxies cannot be voted for greater than seven director candidates at the 2023 Annual Meeting. In the event any nominee is unable or declines to serve as a director at the time of the annual meeting, the persons named as proxies therein will have discretionary authority to vote the proxies for the election of such person or persons as may be nominated in substitution by the present board of directors, upon the recommendation of the nominating committee of the board of directors. Management knows of no current circumstances that would render any nominee named herein unable to accept nomination for election. In accordance with the bylaws of the Company, each director shall be elected by a majority of the votes cast with respect to that director at the annual meeting. However, if the number of nominees is greater than the number of directors to be elected, the directors shall be elected by the vote of a plurality of the shares represented in person or by proxy at the annual meeting. Members of our board of directors are elected annually to serve until the next annual meeting and until their successors are elected and qualified. The following persons have been nominated for election to our board of directors: Ann G. Bordelon, age 56, has served as a director since January 2019. She currently serves as chair of the audit and compliance committee and a member of the compensation and human capital, nominating and governance, and innovation and technology committees of our board of directors. Ms. Bordelon has served as Executive Vice Chancellor for Finance and Administration at the University of Arkansas since December 2022 and Vice Chancellor for Finance and Administration since July 1, 2020. Until October 2019, Ms. Bordelon was the CFO of Mitchell Communications, a leading integrated public relations agency. Ms. Bordelon served from October 2015 to March 2017 as Chief Financial and Administrative Officer of NOWDiagnostics, Inc., an early-stage company developing rapid medical diagnostic testing devices. Ms. Bordelon retired from Walmart in 2015 after serving the company for nearly 13 years as CFO of Walmart's Sam's Club division, CFO of Walmart's Asia Region, and as Chief Audit Executive, among other financial roles. Ms. Bordelon, a Certified Public Accountant, holds a Bachelor of Science degree in Business Administration from the University of Arkansas. Ms. Bordelon also serves on the board of Portillo’s, Inc. (NASDAQ: PTLO) where she serves as the chair of the audit committee. Ms. Bordelon’s qualifications to serve on the board include her public and private company board, executive and financial experience. Julia K. Davis, age 60, has served as a director since August 2021. She currently serves as chair of the innovation and technology committee and a member of the compensation and human capital, nominating and governance, and audit and compliance committees of our board of directors. Ms. Davis retired from R1 RCM (NASDAQ:RCM), a leading healthcare revenue cycle management company servicing hospital, health systems and physician groups across the United States, in 2022 after serving the company as the Executive Vice President and Chief Information Officer for nearly three years. Prior to her role with R1 RCM, Ms. Davis served as Chief Information Officer at Aflac US from July 2013 to August 2018. Her experience also includes approximately five years as Chief Information Officer at American Safety Insurance, approximately four years as Chief Information Officer, Equipment Finance Division, with GE Healthcare, a subsidiary of General Electric Company (NYSE: GE), approximately two years as Chief Information Officer with GE Business Productivity Solutions, Inc., and five years as a Captain in the United States Air Force. Ms. Davis also served on the board of TBM Council (TBM) until 2021, a nonprofit professional organization dedicated to advancing the discipline of technology business management. Ms. Davis’ qualifications to serve on the board include her executive and technology experience. Daniel J. Englander, age 54, has served as a director since February 2007. He currently serves as chair of the compensation and human capital committee and a member of the audit and compliance, nominating and governance, and innovation and technology committees of our board of directors. Mr. Englander is the founder and currently the Managing Partner of Ursula Capital Partners, an investment management partnership founded in 2004. From January 2005 to June 2006, Mr. Englander was a partner of Prescott Securities, an investment fund, and from October 1994 to January 2005, he was employed by Allen & Company, an investment merchant bank, most recently as Managing Director. Mr. Englander is also currently on the boards of directors of Copart, Inc. (NASDAQ: CPRT) and CKX Lands, Inc. (NASDAQ: CKX). Mr. Englander’s qualifications to serve on the board include his financial and investment experience. He also brings operational and strategic expertise, as well as business development expertise, to the board. William H. Henderson, age 60, has served as a director since September 2002. Mr. Henderson also served as our Chief Executive Officer from October 2007 to December 2017, and as our President from May 2002 to March 2016. From 1999 until May 2002, Mr. Henderson served as Chief Operating Officer of our wholly owned operating subsidiary. From 1992 until 1998, Mr. Henderson served as General Manager of our wholly owned operating subsidiary. From 1987 until 1992, Mr. Henderson primarily held positions of District Manager and Regional Manager of our wholly owned operating subsidiary. Mr. Henderson’s qualifications to serve on the board include his more than 30 years of experience with our company and his in-depth knowledge of our company and its operations. In addition, Mr. Henderson provides significant industry experience and expertise to the board. Dawn C. Morris, age 56, has served as a director since April 2021. She currently serves as chair of the nominating and governance committee and a member of the compensation and human capital, audit and compliance, and innovation and technology committees of our board of directors. Ms. Morris also serves as a director of First Financial Bank (NASDAQ: FFBC) since May 2023. Ms. Morris was formerly the Chief Digital and Marketing Officer at First Horizon Corporation (NYSE: FHN) from September 2018 to January 2020. Prior to her role with First Horizon Corporation, Ms. Morris served as Executive Vice President and Chief Marketing Officer at Webster Bank, N.A., bank subsidiary of Webster Financial Corporation (NYSE: WBS), from March 2014 to August 2018, and served as Senior Vice President, Customer Segment and Product Marketing at RBS Citizens Financial Group from August 2010 to March 2014 and served approximately seven years as Vice President at RBC Bank. Ms. Morris’ qualifications to serve on the board include her public company, executive and her digital and marketing experience.

  2. ELECTION OF DIRECTORS

    Joshua G. Welch, age 58, has served as a director since January 2018 and Chair of the Board since August 2020. He currently serves as a member of the audit and compliance, compensation and human capital, nominating and governance, and innovation and technology committees of our board of directors. Mr. Welch is the founder and currently the managing member of the general partner of Vicuna Capital I, LP, an investment management partnership founded in 1998. From June 1990 to June 1998, Mr. Welch was a securities analyst with the Tisch Family Interests, where he served on the board of Equimark Corp, then a publicly traded national bank. Mr. Welch is a graduate of Williams College and Columbia Business School and has served on numerous charitable boards, and is a volunteer firefighter and nationally registered EMT. Mr. Welch’s qualifications to serve on the board include his financial and analytical skills and detailed understanding of our business. Jeffrey A. Williams, age 60, has served as Chief Executive Officer of the Company since January 2018 and as a director since August 2011. Mr. Williams served as President of the Company from March 2016 to October 2022. Before becoming Chief Executive Officer, Mr. Williams served as Chief Financial Officer of the Company since 2005. He also served as Vice President Finance from 2005 to March 2016 and as Secretary of the Company from 2005 to May 2018. Mr. Williams is a Certified Public Accountant, inactive, and prior to joining the Company, his experience included approximately seven years in public accounting with Arthur Andersen & Co. and Coopers and Lybrand LLC in Tulsa, Oklahoma and Dallas, Texas. His experience also includes approximately five years as Chief Financial Officer and Vice President of Operations of Wynco, LLC, a nationwide distributor of animal health products. Mr. Williams has also served on the board of directors of Mercy Health Northwest Arkansas Communities since July 2019 and the Jones Center and Jones Trust since January 2021. Mr. Williams' qualifications to serve on the board include his financial and operational experience and his significant knowledge of the Company and our industry. The board of directors recommends a vote "FOR" each of the seven nominees to our board of directors.

  3. Director Compensation Table

    Director Compensation Table The following table provides certain information concerning compensation for each director during the fiscal year ended April 30, 2023. Mr. Williams, who is a member of our board of directors, has been omitted from this table since his compensation is included in the Summary Compensation Table on page 24 of this proxy statement. Mr. Williams received no compensation for serving on our board of directors during fiscal year 2023.

  4. Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Option Awards 1, 2 ($) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings | All Other Compensation ($) | Total ($) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | | Ann G. Bordelon | $50,000 | - | $199,700 | - | - | - | $249,700 | | Julia K. Davis (4) | $40,000 | - | $199,700 | - | - | - | $239,700 | | Daniel J. Englander | $40,000 | - | $199,700 | - | - | - | $239,700 | | William H. Henderson | $40,000 | - | $199,700 | - | - | - | $239,700 | | Dawn C. Morris | $40,000 | - | $199,700 | - | - | - | $239,700 | | Joshua G. Welch | $58,333 | - | $199,700 | - | - | - | $258,033 |

  5. Director Compensation Table

    ___________________ (1) In accordance with SEC rules, the amount shown reflects the grant date fair value of stock options granted during the fiscal year ended April 30, 2023, calculated pursuant to Financial Accounting Standards Board Codification (ASC) 718, Compensation – Stock Compensation. Refer to “Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements – Note K: Stock-Based Compensation Plans” included in our Annual Report on Form 10-K filed on June 26, 2023, for the relevant assumptions used to determine the valuation of our option awards. (2) The following are the aggregate number of option awards outstanding held by each of the directors as of April 30, 2023: Ms. Bordelon – 20,000; Mr. Englander –45,000; Mr. Henderson – 45,000; Ms. Morris – 10,000; Ms. Davis – 5,000; and Mr. Welch – 25,000.

  6. Discussion of Director Compensation

    Discussion of Director Compensation Currently, each of our non-employee directors receives a $40,000 annual retainer and the chairman of the board receives an additional $35,000 annual retainer. The additional annual retainer for the chairman on the board was increased from $10,000 to $35,000 effective January 1, 2023. The chair of our audit committee also receives an additional $10,000 annual retainer. Directors who are also our employees do not receive separate compensation for their services as a director. On the first business day of May in each year, each of our non-employee directors also receives an option under our stock option plan to purchase 5,000 shares of common stock. These options are issued at an exercise price equal to the fair market value of our common stock on the date of grant. These options are vested upon grant and are exercisable for a period of up to ten years from the date of grant or, in the event that a director ceases to be one of our directors for any reason, one year following the date on which such director ceased to be a director, if earlier. During fiscal year 2023, the compensation committee engaged Compensia, Inc., a national third-party compensation consulting firm (“Compensia”), to review and advise the compensation committee on director and executive compensation matters. As part of its review, Compensia analyzed the competitive position of our non-employee director compensation program against a comparative peer group and examined how director compensation levels, practices, and design features compared to members of the peer group. See “Executive Compensation – Compensation Discussion and Analysis” for a list of the peer companies included in the comparative peer group analysis. Based on the competitive market analysis prepared by Compensia, the compensation committee recommended, and the board of directors approved, certain changes to the Company’s compensation program for our non-employee directors. Effective August 1, 2023, the annual retainer payable to each of our non-employee directors will increase to $50,000 and the additional annual retainer payable to our chairman of the board will increase to $77,500. In addition, the chairs of our audit committee, compensation committee, nominating committee, and innovation and technology committee will receive additional annual retainers of $25,000, $15,000, $12,500 and $12,500, respectively. Effective in May 2024, each of our non-employee directors will also receive $150,000 in stock-based compensation payable at the director’s election in the form of restricted shares of our common stock or a stock option to purchase shares of our common stock. The restricted shares or stock options, as applicable, will be granted on the first business day of May in each year and will vest on the first annual anniversary of the grant date. Additionally, beginning in fiscal year 2025, the Company intends to permit each non-employee director to elect to receive their annual cash retainer amounts for the fiscal year in the form of restricted shares or stock options in lieu of cash, with any such restricted shares or options to be granted on the first business day of May and to vest on the first annual anniversary of the grant date. In addition, based on Compensia’s market analysis, the compensation committee recommended, and the board of directors adopted, stock ownership guidelines for our non-employee directors. The director stock ownership guidelines, which are effective May 1, 2024, require each of our non-employee directors to maintain ownership of our common stock in an amount equal to at least five times the director’s annual base retainer. Non-employee directors will have five years from the effective date of the stock ownership guidelines or from commencement of their service as a director to meet the ownership threshold. Shares owned outright and any unvested restricted shares held by the director will count toward the required ownership threshold.

  7. Compensation Discussion and Analysis

    | ● | offering short-term incentive cash bonuses conditioned on our consolidated financial results or key operating metrics; and |

  8. Compensation Discussion and Analysis

    | ● | making periodic grants of restricted stock and/or stock options. |

  9. Compensation Discussion and Analysis

    Our overall goal is to ensure that our executive compensation program and policies are consistent with our strategic business objectives and that we provide incentives for the attainment of those objectives. We strive to accomplish this goal in the context of a compensation program that includes annual base salary, annual cash incentives and stock ownership. Named Executive Officers Our “named executive officers” for fiscal year 2023 consisted of our Chief Executive Officer, Mr. Jeffrey A. Williams, our Chief Financial Officer, Ms. Vickie D. Judy, our President, Mr. Douglas W. Campbell, and our former Chief Operating Officer, Mr. Leonard L. Walthall. Mr. Williams, age 60, has served as Chief Executive Officer of the Company since January 2018 and as a director since August 2011. Mr. Williams served as President of the Company from March 2016 to October 2022. Before becoming Chief Executive Officer, Mr. Williams served as Chief Financial Officer of the Company since 2005. He also served as Vice President Finance from 2005 to March 2016 and as Secretary of the Company from 2005 to May 2018. Mr. Williams is a Certified Public Accountant, inactive, and prior to joining the Company, his experience included approximately seven years in public accounting with Arthur Andersen & Co. and Coopers and Lybrand LLC in Tulsa, Oklahoma and Dallas, Texas. His experience also includes approximately five years as Chief Financial Officer and Vice President of Operations of Wynco, LLC, a nationwide distributor of animal health products. Mr. Williams has also served on the board of directors of Mercy Health Northwest Arkansas Communities since July 2019 and the Jones Center and Jones Trust since January 2021. Ms. Judy, age 57, has served as Chief Financial Officer of the Company since January 2018. Before becoming Chief Financial Officer in January 2018, Ms. Judy served as Principal Accounting Officer since March 2016 and Vice President of Accounting since August 2015. Since joining the Company in May 2010, Ms. Judy has also served as Controller and Director of Financial Reporting. Ms. Judy is a Certified Public Accountant and prior to joining the Company her experience included approximately five years in public accounting with Arthur Andersen & Co. and approximately 17 years at National Home Center, Inc., a home improvement products and building materials retailer, most recently as Vice President of Financial Reporting. Ms. Judy also serves as a director of the board of the Little Rock Branch of the Federal Reserve Bank of St. Louis since January 2018. Mr. Campbell, age 47, has served as President of the Company since October 2022. Before joining the company, Mr. Campbell was Senior Vice President, Head of Fleet Services for the Americas, at Avis Budget Group (“Avis”) since June 2022 and previously served as Head of Fleet Services for the Americas since June 2021 and Vice President, Remarketing for the Americas, from March 2018 to June 2021. Prior to joining Avis, Mr. Campbell held management positions at AutoNation from September 2014 to March 2018 serving as Used Vehicle Director, Eastern Region, in AutoNation’s corporate office and later as General Manager of its Honda Dulles dealership. Preceding AutoNation, Mr. Campbell served fifteen years with Coral Springs Auto Mall, most recently serving as Executive General Manager. Mr. Walthall, age 57, served as Chief Operating Officer of the Company from August 2019 to January 2023. Before becoming Chief Operating Officer, Mr. Walthall served as Field Operations Officer since March 2016, Vice President of Operations since March 2009, and as a store manager since 1989. Effective January 2023, Mr. Walthall assumed the position of Senior Vice President of Field Operations and no longer serves as the Chief Operating Officer. Compensation Objectives

  10. Compensation Discussion and Analysis

    | Compensation Element | Objectives | | Annual Base Salary | To provide competitive base compensation that attracts and retains talented executives, correlates with the executive’s background, industry knowledge, special skill sets and responsibilities, rewards executives for Company and individual performance and incentivizes future performance. | | Short-Term Incentive Compensation | To drive short-term operating and financial results deemed crucial to our long-term success. | | Long-Term Incentive Compensation | To promote continued focus on stockholder value and long-term performance accountability, strengthen stockholder alignment by increasing the executives’ ownership stake in the Company, enhance market competitiveness and retention value of total compensation and reward executives for their contributions to stockholder returns. |

  11. Compensation Discussion and Analysis

    Role of Compensation Committee Our compensation committee retains broad flexibility in the administration of our executive compensation program. We believe this flexibility is critical to retaining key executives. Our compensation committee is focused on ensuring that executive compensation is directly tied to our economic performance. Our compensation committee operates under a written charter adopted by our board of directors. Our compensation committee has several duties and responsibilities, including the following:

  12. Compensation Discussion and Analysis

    | ● | assist the board of directors in its oversight of our overall executive compensation philosophy; |

  13. Compensation Discussion and Analysis

    | ● | on an annual basis, review and approve corporate goals relevant to the compensation of our Chief Executive Officer, evaluate our Chief Executive Officer’s performance in light of these goals and objectives, and based on such evaluation, determine and approve the annual compensation of our Chief Executive Officer; |

  14. Compensation Discussion and Analysis

    | ● | review and make recommendations to the board of directors regarding the compensation of all other executive officers; |

  15. Compensation Discussion and Analysis

    | ● | review the annual compensation discussion and analysis and produce an annual report on executive compensation for inclusion in our annual proxy statement, in accordance with all applicable rules and regulations; |

  16. Compensation Discussion and Analysis

    | ● | review and make recommendations to our board of directors with respect to the approval of incentive compensation plans and equity-based incentive plans, and administer such plans; |

  17. Compensation Discussion and Analysis

    | ● | review board of director compensation levels and practices periodically, and recommend to our board of directors, from time to time, changes in such compensation levels and practices; |

  18. Compensation Discussion and Analysis

    For additional information on the duties and responsibilities of our compensation committee, see our compensation committee charter available on our website at http://www.car-mart.com/. Compensation Process and Role of Compensation Consultant Our compensation committee reviews and administers our compensation program for each of our named executive officers. Compensation is typically set at multi-year increments in order to help ensure that longer-term results are the primary focus, which we believe is critically important in our industry. Mr. Williams periodically makes a recommendation to the compensation committee with regards to the named executive officers’ compensation. Our compensation committee also periodically meets with our named executive officers, who provide insight into how other individual executives are performing. The compensation committee charter authorizes the committee to delegate to one or more subcommittees of the committee any of its responsibility, along with the authority to take action in relation to such responsibilities, with the approval of the board of directors. During fiscal year 2023, the compensation committee engaged Compensia, Inc. (“Compensia”), a national compensation consulting firm, as its independent compensation consultant to assist it in discharging its responsibilities. The compensation consultant, who reports directly to the compensation committee, provided competitive market data, analysis, and other resources to help execute our overall executive compensation strategy. While the compensation committee did not utilize the services of Compensia or any compensation consultant in determining the form or amounts of compensation for our named executive officers for fiscal year 2023, the compensation committee has utilized Compensia to advise on director and executive compensation matters for fiscal year 2024, to provide data and an analysis of competitive market pay practices for our executive officers as part of the committee’s annual executive compensation review process, and to advise and assist with the committee’s selection of a comparative compensation peer group. The compensation committee charter requires that any compensation consultant retained by the committee must be independent of the Company and management. The compensation committee reviewed the independence of Compensia in accordance with it charter and in light of applicable SEC rules and NASDAQ listing standards and has concluded that Compensia’s work for the committee did not raise any conflict of interest, and that Compensia was able to provide the compensation committee with independent advice. Compensia did not provide any other material services to the Company (separate from consulting advice provided to the compensation committee) during fiscal year 2023. The compensation committee may direct the compensation consultant to work with the appropriate members of management to obtain information necessary to prepare its analysis of our executive compensation program and evaluate Mr. Williams’ recommendations. The compensation consultant may meet with the compensation committee during its regular meetings and in executive session, where no members of management are present, and can meet with the compensation committee chair and other members of the committee outside of regular meetings. The compensation committee has the sole power under its charter to hire, terminate or replace the compensation consultant. Consideration of 2022 Stockholder Say on Pay Vote At our 2022 Annual Meeting of Stockholders, the stockholders approved, on an advisory basis, the compensation of the named executive officers (98.98% of votes cast). The compensation committee believes this level of stockholder support reflects a strong endorsement of our company’s compensation policies and decisions. The compensation committee has considered the results of this advisory vote on executive compensation in determining our compensation policies and decisions for 2023 and has determined that these policies and decisions are appropriate and in the best interests of our company and its stockholders at this time. In addition, our board of directors has considered the 2017 stockholder vote and management’s recommendation regarding the frequency of future stockholder advisory votes on the compensation of our named executive officers and has adopted the stockholders’ recommendation of an annual advisory vote on the compensation of our named executive officers until the next required vote on this matter, which is included in this proxy statement for consideration at the 2023 Annual Meeting, or until the board of directors otherwise determines that a different frequency for such advisory votes is in the best interests of our stockholders. Employment and Change in Control Agreements We have an employment agreement with our Chief Executive Officer, Mr. Williams, and our President, Mr. Campbell, and we have an individual change in control agreement with our Chief Financial Officer, Ms. Judy, and our former Chief Operating Officer, Mr. Walthall. We believe that the employment agreements, which include a change-in-control provision, are necessary to attract and retain the executives in light of all relevant factors, which includes the officers’ past employment experience, desired terms and conditions of employment, and the strategic importance of the officers’ positions. The change in control agreements for Ms. Judy and Mr. Walthall and the change in control provisions in Mr. Williams’ and Mr. Campbell’s employment agreements entitle the executive officer to certain payments upon a termination of the executive’s employment by the Company other than for cause or by the executive for good reason in connection with a change in control of the Company. We believe that the change in control agreements and the change in control provisions in the employment agreements are necessary to maintain stability among our executive leadership and that the terms of these provisions are reasonable based on our review of similar provisions for similar companies. We also believe that benefits payable upon such a “double-trigger” event benefit the Company and the shareholders by motivating and encouraging each executive to be receptive to potential strategic transactions that are in the best interest of shareholders, even if the executive faces potential job loss, and by motivating the executives in the period leading up to a potential change in control. Our compensation committee reviews the executive employment and change in control agreements at the time such agreements are entered into in order to determine current market terms for the particular executive and agreement. See “Executive Compensation – Employment Agreements,” “Executive Compensation – Payments Upon Termination of Employment or Change in Control” for a discussion of the terms of the employment agreement and the change in control agreements. We do not currently have an employment agreement with Ms. Judy or Mr. Walthall. Elements of Compensation

  19. Compensation Discussion and Analysis

    Our executive compensation program primarily consists of base salary, short-term incentives in the form of cash awards, and long-term incentives in the form of restricted stock and/or stock options. We also provide our named executive officers with minimal perquisites and personal benefits. In addition, we provide our named executive officers with the ability to contribute a portion of their earnings to our 401(k) plan. Our 401(k) plan is available generally to all of our employees. We also maintain a nonqualified deferred compensation plan under which our named executive officers may defer a portion or all of their salary and bonus to be paid following the executive’s termination, death or other date specified upon the executive’s election to make such deferrals. See “Executive Compensation – Deferred Compensation Plan” and “Executive Compensation – Change in Control Agreements” for a discussion of the terms of the nonqualified deferred compensation plan. Benchmarking Our principal focus is on total compensation. Although we have in the past informally reviewed what other companies within our industry or other companies of comparable size, growth, performance and complexity have offered to their executives, we have historically determined the appropriate level of compensation through careful consideration of the individual employee and our business goals. We consider a variety of factors in determining the total compensation for our named executive officers, including their backgrounds, industry knowledge, special skill sets and responsibilities. Historically, due to the relatively small size of our industry and a limited number of public competitors, the compensation committee has not engaged in formal benchmarking of total compensation, base salary or other compensation elements. For fiscal year 2023, the compensation committee did not engage in any benchmarking of total compensation or any elements of total compensation. However, during fiscal year 2023, the compensation committee engaged Compensia to advise and assist the committee in, among of things, establishing a peer group to be used for future market positioning of executive and director compensation. In April 2023, the committee approved a broad peer group of 18 companies, inclusive of automotive retail, consumer finance, specialty retail, and “buy here, pay here” retail companies with revenues between $261 million and $33.05 billion, capturing a diverse portfolio. The peer group consists of the following companies:

  20. Compensation Discussion and Analysis

    The compensation committee has utilized a competitive market analysis by Compensia of executive compensation data for this peer group to evaluate compensation decisions for our named executive officers for fiscal year 2024 and to make determinations regarding base salary and short-term incentive compensation. When considering the relevant compensation data, the compensation committee considered the market value, revenues, relevant total compensation range and other differences between the Company and the peer group companies, with certain peer group companies having significantly higher revenues and market capitalizations, and weighed our organizational philosophy to remain a low-cost operator. Based on its evaluation of these factors and the competitive peer group data, the compensation committee made certain adjustments to base salary and short-term incentive compensation for our named executive officers for fiscal year 2024 to enhance the comparability of our executive compensation program to the peer group. Base Salary We offer what we believe to be competitive base salaries to our named executive officers. The base salary must be sufficient to attract talented executives and provide a secure base of cash compensation. Due to the relatively small size of our industry and the limited number of public competitors, the compensation committee has not historically engaged in any formal benchmarking of base salary; however, the committee has set base salary levels for our named executive officers to be generally competitive in relation to salary levels of executive officers in other companies within our industry or other companies of comparable size, growth, performance and complexity, while also taking into consideration the executive officer’s position, responsibility and special expertise. Annual base salary increases are not assured, and adjustments to base salary take into account subjective factors such as the executive’s performance during the prior year, responsibilities and experience. During fiscal year 2020, the compensation committee determined, based on an informal review of market compensation practices and the Company’s performance in the two fiscal years since Mr. Williams and Ms. Judy assumed their current roles, that adjustments should be made to the base salaries for each of them to enhance the market competitiveness of the Company’s executive compensation program and to further incentivize and reward our executives for making decisions that promote the long-term value of the Company and the best interests of our stockholders. Effective December 1, 2019, Mr. Williams and Ms. Judy each received a 60% increase in base salary to $750,000 and $400,000, respectively, and Mr. Walthall’s base salary was also set at $400,000 base salary in connection with his promotion to Chief Operating Officer in August 2018. The compensation committee did not make any salary changes for Mr. Williams or Ms. Judy during fiscal years 2021, 2022, and 2023. Upon his hiring as our President effective in October 2022, the compensation committee established an annual base salary for Mr. Campbell of $650,000. Additionally, in January 2023, Mr. Walthall’s base salary was adjusted when he assumed his current position as Senior Vice President of Field Operations. See “Executive Compensation – Summary Compensation Table for Fiscal Years 2023, 2022 and 2021” for the base salary amounts earned by our named executive officers during fiscal year 2023. Based on the compensation committee’s market analysis during fiscal year 2023, the committee has approved an increase in annual base salary for Mr. Williams to $752,000 and Ms. Judy to $442,000 for fiscal year 2024, effective August 1, 2023. No base salary changes were made for Mr. Campbell for fiscal year 2024. Short-Term Incentive Compensation Our short-term incentive plans for our named executive officers are intended to drive short-term operating and financial results deemed crucial to our long-term success. The compensation committee did not adopt any short-term incentive plan for the Company’s named executive officers for fiscal year 2021 in light of the substantial base salary increases for each executive effective in December 2019. However, after taking into consideration the feedback received from our stockholders in connection with the Company’s annual meeting and say-on-pay vote in 2020 along with other strategic and operational factors, the compensation committee recommended, and our board of directors adopted a new short-term incentive plan for our named executive officers for fiscal year 2022 providing cash incentive bonuses to our executives which are dependent on our performance. The purpose of the annual cash incentive bonuses is to reflect each named executive officer’s breadth of experience and responsibility and to incentivize key contributions by the executives toward the Company’s financial performance and growth strategies. These cash incentive bonuses are a material portion of their overall compensation. All such cash incentive bonuses are subject to our compensation committee’s discretion to award cash incentives greater than the target if deemed appropriate. Our compensation committee also administers the calculation of amounts earned under the short-term incentive plans. The performance criteria for our short-term incentive compensation for fiscal year 2023 were based on certain same store customer growth performance targets for the fiscal year ending April 30, 2023. The same store customer growth targets were intended to align with the Company’s strategic goals and objectives for sales and operational growth as well as more closely align our executive pay programs with the compensation of our dealership managers and other associates in the field, which the compensation committee believes incentivizes strong performance by our executives, strengthens our unique culture and drives value for our stockholders. Under the short-term incentive plan, Mr. Williams, Ms. Judy, and Mr. Walthall were eligible to earn target bonus payments of $150,000, $80,000 and $80,000, respectively, or higher amounts based on the Company’s actual fiscal year 2023 same store customer growth level achieved, assuming a minimum same store customer growth level was attained. Pursuant to his employment agreement, Mr. Campbell was also eligible to earn a target bonus payment of $115,000 or higher amount based on the terms of this fiscal year 2023 short-term incentive plan. Our compensation committee set the awards based on the executive’s duration of employment with us, job responsibilities, industry knowledge, special skills and performance. The same store customer growth performance targets excluded customers attributable to new stores opened or acquired during fiscal year 2023 and the first twelve months of operations of stores opened during fiscal year 2022. The following table sets forth the performance goals and potential payouts under the fiscal year 2023 short-term incentive plan, along with the actual performance results achieved and target bonus percentage earned under the plan:

  21. Compensation Discussion and Analysis

    | Fiscal Year 2023 Short-Term Incentive Plan | Threshold | Target | Intermediate | Maximum | Actual | | Same store customer growth percentage | 6.0% | 7.0% | 8.51% | 10.1% | 6.4% | | Bonus payout percentage (% of target bonus amount) | 80% | 100% | 110% | 120% | 80% |

  22. Compensation Discussion and Analysis

    The compensation committee has historically granted stock options or restricted shares of our common stock to our named executive officers in connection with their entry into new employment agreements, upon their promotion to a new position, to reward superior financial results, and in other circumstances where the committee has determined that such awards were appropriate to provide additional long-term performance incentives and to further align management’s interests with the interests of our stockholders. The compensation committee issued long-term equity incentive awards on December 30, 2019, when the committee granted stock options to purchase 100,000, 50,000 and 50,000 shares of our common stock to Mr. Williams, Ms. Judy, and Mr. Walthall, respectively, which vest in 20% annual installments beginning on the first anniversary of the grant date. The purpose of these awards was to enhance the market competitiveness and retention value of total compensation of the Company’s named executives, to promote continued focus by executive management on long-term performance and increasing stockholder value and to further align the executives’ interests with the interests of our stockholders by increasing their ownership stake in the Company. These awards were also based on the Company’s performance during fiscal years 2018 and 2019, primarily a 166% increase in the Company’s stock price, strong diluted earnings per share growth, improved credit loss results, continued growth in finance receives, and strong cash flows. The compensation committee most recently issued long-term equity incentive awards on October 3, 2022, when the committee granted Mr. Campbell a stock option to purchase 75,000 shares of our common stock, which vests in 20% annual installments beginning on the first anniversary of the grant date, and 20,000 restricted shares of our common stock, which will vest in two equal annual installments beginning on October 3, 2023. These awards were granted in connection with the Company’s hiring of Mr. Campbell as President in accordance with the terms of his employment agreement. See “Employment Agreements and Related Compensation” for additional details regarding Mr. Campbell’s employment agreement. The compensation committee did not grant any stock options or restricted stock to Mr. Williams, Ms. Judy, or Mr. Walthall in fiscal years 2023, 2022, or 2021 in light of the awards granted in fiscal year 2020. The compensation committee will continue to evaluate the Company’s performance and overall executive compensation program and expects at an appropriate time in the future to grant additional equity awards to our named executive officers as part of our strategy of providing meaningful long-term performance-based incentives for our management team in order to more closely align management’s interest with the interests of our stockholders. Perquisites and Personal Benefits Our named executive officers receive additional compensation consistent with our philosophy of hiring and retaining key personnel. Such perquisites include executive health insurance, automobile allowances, club dues and matching contributions to our 401(k) plan. See “Executive Compensation – Summary Compensation Table for Fiscal Years 2023, 2022 and 2021” for the aggregate incremental cost to us of such benefits. Deductibility of Executive Compensation Section 162(m) of the Internal Revenue Code of 1986, as amended, generally limits the deductibility of compensation paid to our named executive officers to $1 million during any fiscal year. Historically, Section 162(m) has not been a material consideration for our compensation committee due to the levels and types of compensation paid to our named executive officers. The compensation committee considers the potential consequences of the deduction limitation of Section 162(m) in relation to our compensation arrangements and may structure our compensation arrangements for our executive officers in order to avoid the deduction limitation of Section 162(m). However, the compensation committee considers many factors when designing its compensation arrangements in addition to the deductibility of the compensation and maintains the flexibility to grant awards or pay compensation amounts that are non-deductible if they believe it is in the best interest of our Company and our stockholders. Accounting for Stock-Based Compensation Stock-based compensation expense is computed in accordance with accounting rules that are a part of GAAP as set forth in Financial Accounting Standards Board’s Accounting Standards Codification Topic 718. The expense related to equity compensation has been and will continue to be a material consideration in our overall compensation program. Stock Ownership Guidelines In February 2020, the Company’s board of directors adopted stock ownership guidelines for the named executive officers. Our current stock ownership guidelines for our named executive officers are as follows:

  23. Compensation Discussion and Analysis

    The executive officers are expected to meet the applicable target multiple within five years after first becoming subject to the guidelines and are expected to continuously own sufficient shares to meet the applicable guideline once attained. Executives who fall below the guidelines may exercise non-qualified stock options in a cashless net exercise but must hold the net shares acquired until such time that the guideline is met and must continue to hold the number of shares necessary to maintain compliance with the guideline. As of July 6, 2023, each of our named executive officers currently meets his or her applicable guideline or is within the applicable transition period. For purposes of the guidelines, ownership includes shares owned directly, unvested restricted shares subject to time-based vesting, and shares held in Company stock ownership plans or other Company benefit plans. Anti-Hedging and Pledging The Company’s Insider Trading Policy prohibits directors, executive officers and certain employees from engaging in any hedging or monetization transactions, such as zero-cost collars and forward sale contracts, involving Company securities that allow the individual to lock in some or all of the value of his or her stock holdings. The policy also prohibits short sales of the Company’s securities and trading in puts, calls or other derivative securities. The Company believes these types of transactions are contrary to the interests of its stockholders and to the long-term performance of the Company. The Company’s Insider Trading Policy also prohibits insiders from holding Company securities in a margin account or pledging such securities as collateral for a loan. However, an exception may be granted for pledges of Company securities as collateral for a loan (but not for margin debt) if the person pledging shares is unaware of material nonpublic information at the time the pledge is entered into and demonstrates the financial capacity to repay the loan without resort to the pledged securities.

  24. Risk Considerations in our Compensation Program

    | ● | The variable portions of compensation are designed to reward both annual performance and longer-term performance. We believe this lessens any incentive for short-term risk taking that could be detrimental to our company’s long-term best interests. |

  25. Summary Compensation Table for Fiscal Years 2023, 2022, and 2021

    Summary Compensation Table for Fiscal Years 2023, 2022, and 2021 The following table provides certain information concerning compensation earned for services rendered in all capacities by the persons who served as our named executive officers during the fiscal years ended April 30, 2023, 2022 and 2021.

  26. Summary Compensation Table for Fiscal Years 2023, 2022, and 2021

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards (1) ($) | Option Awards (1) ($) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | | Jeffrey A. Williams, Chief Executive Officer | 2023 2022 2021 | $750,000 $750,000 $750,000 | - - - | - - - | - - - | $120,000 $150,000 - | - - - | $58,554 (2) $48,093 $47,506 | $928,554 $948,093 $797,506 | | Vickie D. Judy, Chief Financial Officer | 2023 2022 2021 | $400,000 $400,000 $400,000 | - - - | - - - | - - - | $64,000 $80,000 - | - - - | $51,751 (3) $43,614 $42,176 | $515,751 $523,614 $442,176 | | Douglas W. Campbell, President | 2023 2022 2021 | $375,000 (4) - - | $500,000 - - | $1,223,600 - - | $2,484,000 - - | $92,000 - - | - - | $57,946 (5) - - | $4,732,546 - - | | Leonard L. Walthall, former Chief Operating Officer | 2023 2022 2021 | $391,346 (6) $400,000 $400,000 | - - - | - - - | - - - | $64,000 $80,000 - | - - - | $50,414 (7) $43,929 $39,364 | $505,760 $523,929 $439,364 |

  27. Summary Compensation Table for Fiscal Years 2023, 2022, and 2021

    ___________________ (1) In accordance with SEC rules, the amounts shown reflect grant date fair value of the awards calculated pursuant to Financial Accounting Standards Board Codification (ASC) 718, Compensation – Stock compensation. Refer to “Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements – Note K: Stock-Based Compensation Plans” included in our Annual Report on Form 10-K filed on June 26, 2023 for the relevant assumptions used to determine the valuation of our option awards. Performance based awards are reflected assuming the performance criteria are met and awards become 100% vested. (2) For fiscal year 2023, Mr. Williams’ all other compensation included - $11,993 for use of company automobile, $4,506 for club dues, $7,139 for matching contributions to our 401(k) plan, $1,652 for insurance premiums, $960 for Christmas bonus and $32,304 for premiums paid under our executive health insurance plan. (3) For fiscal year 2023, Ms. Judy’s all other compensation included - $7,829 for use of company automobile, $9,150 for matching contributions to our 401(k) plan, $1,548 for insurance premiums, $920 for Christmas bonus, and $32,304 for premiums paid under our executive health insurance plan. (4) Mr. Campbell was appointed President of the Company effective October 3, 2022. (5) For fiscal year 2023, Mr. Campbell’s all other compensation included - $1,393 for use of company automobile, $68 for insurance premiums, $45,365 for relocation costs and $11,120 for premiums paid under our executive health insurance plan. (6) For fiscal year 2023, Mr. Walthall’s base salary was $400,000 through 12/31/2022. Effective January 2023, Mr. Walthall assumed the position of Senior Vice President of Field Operations and no longer serves as the Chief Operating Officer as of April 30, 2023. (7) For fiscal year 2023, Mr. Walthall’s all other compensation included - $8,286 for use of company automobile, $5,740 for matching contributions to our 401(k) plan, $1,516 for insurance premiums, $1,140 for Christmas bonus, and $33,732 for premiums paid under our executive health insurance plan. Our named executive officers are entitled to all benefits generally made available to our employees, including the eligibility to participate in our 401(k) plan. Our 401(k) plan is intended to be a tax-qualified defined contribution plan under Section 401(k) of the Code. In general, all of our employees who are at least 21 years of age are eligible to participate in our 401(k) plan immediately upon hire. Our 401(k) plan includes a salary deferral arrangement pursuant to which the participants may contribute up to the maximum amount permitted by the Code. We may make both matching and additional contributions, subject to certain Code limitations, at the discretion of our board of directors. A separate account is maintained for each participant in our 401(k) plan. The portion of a participant’s account attributable to his or her own contributions is 100% vested. Distributions from our 401(k) plan may be made in the form of a lump sum cash payment or, for required minimum distributions, in installment payments.

  28. Grants of Plan-Based Awards during Fiscal Year 2023

    Grants of Plan-Based Awards during Fiscal Year 2023 The following table provides certain information concerning the grants of plan-based awards for each named executive officer during fiscal year 2023.

  29. Grants of Plan-Based Awards during Fiscal Year 2023

    | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock | All Other Option | | | | Name | Grant Date | Threshold ($)(1) | Target ($)(1) | Maximum ($)(1) | Threshold (#) | Target (#) | Maximum (#) | Awards: Number of Shares of Stocks or Units (#) | Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards(2) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | (k) | (l) | | Jeffrey A. Williams | - | $120,000 | $150,000 | $180,000 | - | - | - | - | - | - | - | | Vickie D. Judy | - | $64,000 | $80,000 | $96,000 | - | - | - | - | - | - | - | | Douglas W. Campbell | | $92,000 | $115,000 | $138,000 | - | - | - | - | - | - | - | | | 10/3/2022 | - | - | - | - | - | - | 20,000 | - | - | $1,223,600 | | | 10/3/2022 | - | - | - | - | - | - | - | 75,000 | $61.02 | $2,484,000 | | Leonard L. Walthall | - | $64,000 | $80,000 | $96,000 | - | - | - | - | - | - | - |

  30. Grants of Plan-Based Awards during Fiscal Year 2023

    ___________________ (1) These amounts represent the threshold, target and maximum amounts of possible cash incentive bonus payments to the named executive officer for fiscal 2023 based upon attainment of certain Company same store customer growth targets for fiscal year 2023 pursuant to the named executive officers’ short-term incentive plan. See “Executive Compensation – Compensation Discussion and Analysis – Short-Term Incentive Compensation” for additional information regarding these possible cash incentive bonus payments. The actual cash incentive bonus payments earned are reported in the Summary Compensation Table on page 25 of this proxy statement. (2)In accordance with SEC rules, the amounts shown reflect grant date fair value of the awards calculated pursuant to Financial Accounting Standards Board Codification (ASC) 718, Compensation – Stock compensation. Refer to “Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements – Note K: Stock-Based Compensation Plans” included in our Annual Report on Form 10-K filed on June 26, 2023 for the relevant assumptions used to determine the valuation of our option awards. The restricted shares granted to Mr. Campbell vest in two equal annual installments beginning on the first anniversary of the grant date, and the stock option granted to Mr. Campbell vests in 20% annual installments beginning on the first anniversary of the grant date.

  31. Outstanding Equity Awards at 2023 Fiscal Year-End

    Outstanding Equity Awards at 2023 Fiscal Year-End The following table provides certain information concerning the outstanding equity awards for each named executive officer as of April 30, 2023.

  32. Outstanding Equity Awards at 2023 Fiscal Year-End

    | | Option Awards | | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | | Jeffrey A. Williams | 60,000 | | | $109.06 | 12/30/29 | | | | | | | | 120,000 (1) | | $54.85 | 05/08/28 | | | | | | | | 40,000 (2) | | $109.06 | 12/30/29 | | | | | | Vickie D. Judy | 3,750 | | | $53.02 | 05/22/25 | | | | | | | 20,000 | | | $109.06 | 12/30/29 | | | | | | | | 20,000 (2) | | $109.06 | 12/30/29 | | | | | | | | | | | | 10,000 (3) | $803,900 (4) | | | | Douglas W. Campbell | | 75,000 (5) | | $61.02 | 10/3/2027 | | | | | | | | | | | | 20,000 (6) | $1,607,800 (4) | | | | Leonard L. Walthall | 20,000 | | | $109.06 | 12/30/29 | | | | | | | | 20,000 (2) | | $109.06 | 12/30/29 | | | | | | | | | | | | 10,000 (3) | $803,900 (4) | | |

  33. Outstanding Equity Awards at 2023 Fiscal Year-End

    ___________________ (1)These options vested on May 8, 2023. (2)These options will vest in two equal annual installments beginning on December 30, 2023. (3)These restricted shares will “cliff” vest on March 1, 2028. (4)Fair value was calculated by using the closing market price of our common stock on April 30, 2023 of $80.39. (5)These options will vest in five equal annual installments beginning on October 3, 2023. (6) These restricted shares will vest in two equal annual installments beginning on October 3, 2023.

  34. Option Exercises and Stock Vested during Fiscal Year 2023

    Option Exercises and Stock Vested during Fiscal Year 2023 The following table provides certain information concerning the option exercises and restricted stock awards vested for each named executive officer during the fiscal year ended April 30, 2023.

  35. Option Exercises and Stock Vested during Fiscal Year 2023

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise (1) ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | (a) | (b) | (c) | (d) | (e) | | Jeffrey A. Williams | - | - | - | - | | Vickie D. Judy | - | - | 500 (1) | $39,085 (2) | | Douglas W. Campbell | - | - | - | - | | Leonard L. Walthall | - | - | - | - |

  36. Option Exercises and Stock Vested during Fiscal Year 2023

    ___________________ (1) Includes 155 shares forfeited to pay the vesting price and tax withholding pursuant to net settlement arrangement. (2)Amount is calculated by using the closing market price of our common stock as reported on NASDAQ on the date of exercise less the exercise price.

  37. Payments Upon Termination of Employment or Change in Control

    Payments Upon Termination of Employment or Change in Control The following narrative discusses potential payments to which Mr. Williams, Ms. Judy, Mr. Campbell and Mr. Walthall would be entitled upon termination of their employment with the Company in connection with a change in control of the Company, and the table below quantifies the payments to which they would have been entitled had their employment been terminated or had a change in control of the Company occurred as of April 30, 2023. Termination Not Involving a Change in Control Jeffrey A. Williams. Pursuant to his employment agreement, if the Company terminates Mr. Williams without cause, Mr. Williams will be entitled to receive, within 60 days after termination, a lump sum payment equal to 24 months of his base salary then in effect, plus the pro rata portion of any bonus earned through the date of termination. Mr. Williams’ receipt of such payment would be subject to his timely execution and non-revocation of a customary release of claims. If Mr. Williams’ employment is terminated due to disability, he will be entitled to receive, within 60 days after termination, a lump sum payment equal to 24 months of his base salary then in effect, less any amounts payable to Mr. Williams under the Company’s disability insurance policy. If Mr. Williams’ employment is terminated due to his death, his estate will be entitled to receive, within 60 days after his death or as soon thereafter as practicable, his base salary then in effect through the end of the calendar month in which his death occurs, plus the pro rata portion of any bonus earned through the date of his death. In addition, upon Mr. Williams’ termination without cause or due to his death or disability, all of his unvested restricted stock and stock options will immediately vest in full without regard to the achievement of any applicable performance goals, unless otherwise prohibited by the plans or award agreements applicable to such restricted shares or stock options. If Mr. Williams resigns or is terminated for cause, the Company would have no obligation to pay base salary or benefits beyond the last day worked, and any unvested shares of restricted stock or stock options would be forfeited unless Mr. Williams’ service on our board of directors continues uninterrupted. Vickie D. Judy. Because we do not have an employment agreement with Ms. Judy, in the event her employment is terminated for any reason, the Company would have no obligation to pay base salary or benefits beyond the last day worked. However, if her employment is terminated due to her death or disability, a portion of her unvested shares of restricted stock will become fully vested as of the date of her death or termination due to disability. Douglas W. Campbell. Pursuant to his employment agreement, if Mr. Campbell’s employment terminates prior to October 3, 2023, for any reason other than termination by the Company without cause (as defined in the employment agreement), termination by Mr. Campbell for good reason (as defined in the employment agreement) or due to his death, he will be required to repay a pro rata portion of his signing bonus. If the Company declines to renew the employment agreement after the first or second annual employment term, all unvested shares of restricted stock granted to Mr. Campbell upon his appointment as President will immediately vest in full without regard to the achievement of any applicable performance goals, unless otherwise prohibited by the plan or award agreement applicable to such restricted shares. If the Company terminates Mr. Campbell without cause at any time or declines to renew the employment agreement after the third annual employment term or any annual term thereafter, Mr. Campbell will be entitled to receive, within 60 days after termination, a lump sum payment equal to 12 months of his base salary then in effect, plus the pro rata portion of any bonus earned through the date of termination. If Mr. Campbell’s employment is terminated due to disability, he will be entitled to receive, within 60 days after termination, a lump sum payment equal to 12 months of his base salary then in effect, less any amounts payable to Mr. Campbell under the Company’s disability insurance policy. If Mr. Campbell’s employment is terminated due to his death, his estate will be entitled to receive, within 60 days after his death or as soon thereafter as practicable, his base salary then in effect through the end of the calendar month in which his death occurs, plus the pro rata portion of any bonus earned through the date of his death. In addition, upon Mr. Campbell’s termination without cause (including non-renewal of the employment agreement by the Company after the third annual employment term or any annual term thereafter) or due to his death or disability, all of his unvested restricted stock and stock options will immediately vest in full without regard to the achievement of any applicable performance goals, unless otherwise prohibited by the plans or award agreements applicable to such restricted shares or stock options. If Mr. Campbell resigns or is terminated for cause (as defined in the employment agreement), the Company would have no obligation to pay base salary or benefits beyond the last day worked, and any unvested shares of restricted stock or stock options would be forfeited. Leonard L. Walthall. Because we do not have an employment agreement with Mr. Walthall, in the event his employment is terminated for any reason, the Company would have no obligation to pay base salary or benefits beyond the last day worked. However, if his employment is terminated due to her death or disability, a portion of his unvested shares of restricted stock will become fully vested as of the date of his death or termination due to disability. Termination in Connection with a Change in Control Certain of our executive compensation plans and agreements, including our employment agreements with Mr. Williams and Mr. Campbell, our change in control agreements with Ms. Judy and Mr. Walthall, our Restated Option Plan and certain of our restricted stock agreements for shares granted under our Restated Incentive Plan, contain provisions (collectively, the “Change in Control Provisions”) entitling our executives to certain benefits upon the occurrence of certain events, involving a change in control of the Company. Payments to our named executive officers under these Change in Control Provisions are triggered upon an involuntary termination of the executive’s employment, or a voluntary termination of employment by the executive for good reason (as defined in the Change in Control Provisions), in connection with a change in control of the Company (sometimes referred to as a double trigger event). Under the Change in Control Provisions, a “change in control” generally means the following:

  38. Payments Upon Termination of Employment or Change in Control

    | ● | the acquisition by an individual, entity or group (within the meaning of Section 409A of the Code) of ownership of our stock that, together with stock held by such person, constitutes more than 50% of the total fair market value or total voting power of our stock; |

  39. Payments Upon Termination of Employment or Change in Control

    | ● | the acquisition by an individual, entity or group (within the meaning of Section 409A of the Code) during the twelve-month period ending on the date of the most recent acquisition by such person of ownership of our stock possessing 35% or more of the total voting power of our stock; |

  40. Payments Upon Termination of Employment or Change in Control

    | ● | the replacement of a majority of the members of our board of directors during any twelve-month period by directors whose appointment or election is not endorsed by a majority of the members of our board of directors prior to the date of the appointment or election; or |

  41. Payments Upon Termination of Employment or Change in Control

    | ● | the acquisition by an individual, entity or group (within the meaning of Section 409A of the Code) during the twelve-month period ending on the date of the most recent acquisition by such person of our assets that have a total gross fair market value equal to or more than 40% of the total gross fair market value of all of our assets immediately prior to such acquisition. |

  42. Payments Upon Termination of Employment or Change in Control

    If the executive terminates his or her employment for good reason or the Company or our operating subsidiary (or the surviving or acquiring entity, as the case may be) terminates his or her employment other than for cause, in each case within six months before or 24 months after a change in control:

  43. Payments Upon Termination of Employment or Change in Control

    | ● | we must pay each of our named executive officers a lump sum cash payment equal to 24 months (12 months for Mr. Campbell) of his or her then current base salary and all unvested restricted stock and stock options previously granted vest in full, without regard to the achievement of any applicable performance goals, unless otherwise prohibited by the applicable equity compensation plans and award agreements; |

  44. Payments Upon Termination of Employment or Change in Control

    | ● | under the Restated Option Plan, all unvested stock options previously granted to plan participants will vest in full, without regard to the achievement of any applicable performance goals, unless otherwise prohibited by the applicable stock option agreements or the participant’s employment agreement; and |

  45. Payments Upon Termination of Employment or Change in Control

    | ● | under certain of our restricted stock award agreements, all unvested shares of restricted stock subject to such agreements held by the participant on the date of the double trigger event will automatically become fully vested. |

  46. Payments Upon Termination of Employment or Change in Control

    Such payments are referred to in this proxy statement as change in control payments. For purposes of the Change in Control Provisions, a termination for “cause” generally consists of a breach, willful failure to perform duties, gross negligence or wrongdoing by the executive officer. “Good reason” generally means the executive’s resignation within 30 days after the occurrence of any of the following events:

  47. Payments Upon Termination of Employment or Change in Control

    | ● | a significant reduction of the executive’s duties, authority, responsibilities, or reporting relationships or the assignment to him or her of such reduced duties, authority, responsibilities, or reporting relationships, without his or her written consent; provided, however, that the change in control is not, in and of itself, a material adverse change in the executive’s duties, authority, responsibilities or reporting relationships; |

  48. Payments Upon Termination of Employment or Change in Control

    | ● | a material reduction in the executive’s base salary, bonus structure or benefits, with the result that the executive’s overall benefits package is significantly reduced; or |

  49. Payments Upon Termination of Employment or Change in Control

    | ● | the relocation of the executive’s principal work location to a facility or a location more than 50 miles from his or her then present principal work location, without his or her written consent. |

  50. Payments Upon Termination of Employment or Change in Control

    In addition, if, within six months prior to the change in control, we terminate Mr. Williams, Ms. Judy, Mr. Campbell or Mr. Walthall without cause, then, for purposes of his or her change in control payments, he or she will be treated as being employed on the date the change in control becomes effective. In such case, neither Mr. Williams nor Mr. Campbell will be entitled to receive any additional payments or benefits to which he would otherwise be entitled in the event his employment is terminated by the Company without cause. Under the terms of the employment agreements and the change in control agreements, in the event the change in control payments and any other payments to which the executive officer may be entitled in connection with the change in control of the Company equal or exceed in the aggregate three times the “base amount” (as defined by Section 280G of the Code) with respect to his or her compensation, which would result in excise taxes being owed by him or her under Code Section 4999 and the loss of a tax deduction by the Company under Code Section 280G for the excess payment above the base amount, the Company and the executive officer agree to retain an independent accounting firm to evaluate whether he or she would be better off by receiving the full change in control payments and paying the excise tax or by the Company reducing the aggregate payment amount so that it would not be subject to excise taxes under Section 4999 of the Code. Based on the accountant’s finding that the executive officer would be better off receiving the full payment amount and paying the required excise taxes, no change will be made in the change in control payments and the Company will forego its deduction for the amount of such payments above the base amount. Based on the accountant’s finding that the executive officer would be better off receiving the reduced change in control payments and not being subject to excise tax, the change in control payments will be reduced to an aggregate amount that does not equal or exceed three times the base amount and the Company will retain its eligibility to deduct the amount actually paid. If the executive officer is a “specified employee” within the meaning of Section 409A of the Code, any benefits or payments that constitute a “deferral of compensation” under the Section 409A of the Code that become payable as a result of his or her termination for reasons other than death, and become due under the employment agreement during the first six months after termination of employment, will be delayed and all such delayed payments will be paid to the executive officer in full in the seventh month after the date of termination and all subsequent payments, if any, will be paid in accordance with their original payment schedule. These employment agreements and change in control agreements also each contain an agreement not to compete and a covenant against the solicitation of employees and customers for the term of the executive’s employment and a period of two years (one year for Mr. Campbell) thereafter, provisions against the use and disclosure of trade secrets and other confidential information for the term of employment and an indefinite period thereafter, non-disparagement terms and certain other customary covenants and restrictions. The executive’s receipt of the change in control payments is subject to his or her timely execution and non-revocation of a customary release of claims. The following table summarizes the estimated payments to be made to each named executive officer upon the termination of the named executive officer’s employment or in connection with a change in control of the Company. In accordance with SEC regulations, the table assumes that the termination or change in control occurred on April 30, 2023, and the value applied to the shares of common stock is $80.39 per share based on the closing market price as reported on that date.

  51. Payments Upon Termination of Employment or Change in Control

    | Name | Type of Compensation | Death | Disability | Termination Other Than for Cause | Other Termination(1) | Change in Control(2) | | Jeffrey A. Williams | Cash | - | $1,500,000 | $1,500,000 | - | $1,500,000 | | | Stock Options (3) | $3,064,800 | $3,064,800 | $3,064,800 | - | $3,064,800 | | | Restricted Shares | - | - | - | - | - | | | Total | $3,064,800 | $4,564,800 | $4,564,800 | - | $4,564,800 | | | Cash | - | - | - | - | $800,000 | | Vickie D. Judy | Stock Options (3) | - | - | - | - | - | | | Restricted Shares | $803,900 | $803,900 | $803,900 | - | $803,900 | | | Total | $803,900 | $803,900 | $803,900 | - | $1,603,900 | | Douglas W. Campbell | Cash | - | $650,000 | $650,000 | - | $650,000 | | | Stock Options (3) | $1,452,750 | $1,452,750 | $1,452,750 | - | $1,452,750 | | | Restricted Shares | $1,607,800 | $1,607,800 | $1,607,800 | - | $1,607,800 | | | Total | $3,060,550 | $3,710,550 | $3,710,550 | - | $3,710,550 | | Leonard L. Walthall | Cash | - | - | - | - | $612,000 | | | Stock Options (3) | - | - | - | - | - | | | Restricted Shares | $803,900 | $803,900 | $803,900 | - | $803,900 | | | Total | $803,900 | $803,900 | $803,900 | - | $1,415,900 |

  52. Payments Upon Termination of Employment or Change in Control

    (1) Includes, without limitation, termination for cause, voluntary resignation or retirement. In the event such a termination had occurred for Mr. Campbell as of April 30, 2023, he would have been required to repay approximately $208,333 of his signing bonus. (2) Assumes the double trigger event occurred on April 30, 2023 and that the total amounts due to the executive officer do not exceed the limits imposed by Section 280G of the Code or that the executive officer would be better off receiving the full payment amount and paying the required excise taxes. (3) Assumes the immediate vesting of all unvested stock options. The value reported for the accelerated vesting of Mr. Williams and Mr. Campbell’s stock options is based on the positive difference between the closing price of our common stock as reported on April 30, 2023, of $80.39, minus the exercise price of the unvested stock options. No value is assigned to stock options which have an exercise price that exceeds the closing price of our common stock as reported on April 30, 2023, referred to as “underwater” stock options. At April 30, 2023, Mr. Williams had 40,000 unvested underwater stock options that would have vested upon the triggering event. Mr. Campbell did not have any unvested underwater stock options. Ms. Judy and Mr. Walthall each had 20,000 unvested underwater stock options that would have vested upon the triggering event.

  53. Chief Executive Officer Pay Ratio

    Chief Executive Officer Pay Ratio The following information about the relationship between the compensation of our associates and the compensation of our Chief Executive Officer is provided in compliance with the requirements of Item 402(u) of Regulation S-K under the Exchange Act (“Item 402(u)”). In fiscal year 2023, the estimated median of the annual total compensation of our associates, excluding our Chief Executive Officer, Mr. Williams, was $52,747. Our Chief Executive Officer’s annual total compensation for fiscal year 2023 was $928,554. The resulting estimated ratio of the annual total compensation of the Chief Executive Officer to the median of the annual total compensation of all associates was 18 to 1. In fiscal 2023, we took the following steps in identifying the median of the annual compensation of all our associates. We determined that as of April 30, 2023, we employed 4,106 associates, all located in the United States. This number included all the individuals determined to be employees for federal tax purposes during the year, whether full-time, part-time, seasonal, or temporary. We determined the median associate by conducting a full analysis of this employee population using total pay, which included regular wages, overtime, bonuses, commissions and any other taxable income. For full-time associates that were not employed for the whole year, regular wages were annualized. For part-time associates that were not employed for the whole year, we calculated the average hours worked per week for each associate, and annualized regular wages based on a 52-week fiscal year. No adjustments were made for seasonal or temporary associates. The resulting pay ratio for fiscal year 2023 was calculated in a manner consistent with Item 402(u) and we believe it constitutes a reasonable estimate. However, as contemplated by Item 402(u), we relied on methods and assumptions that we determined to be appropriate for calculating the Company’s pay ratio. Other public companies will use methods and assumptions that differ from the ones we chose but are appropriate for their circumstances. It may therefore be difficult to compare our reported pay ratio to pay ratios reported by other companies.

  54. Pay Versus Performance

    Pay Versus Performance In accordance with rules adopted by the Securities and Exchange Commission (“SEC”) pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we provide the following disclosure regarding executive compensation for our principal executive officer (“PEO”) and non-PEO named executive officers (“Non-PEO NEOs”) and Company performance for the fiscal years listed below. The amounts reported in the table below as “compensation actually paid” have been prepared in accordance with Item 402(v) of Regulation S-K. The compensation committee did not specifically consider the compensation actually paid amounts when determining named executive officer compensation for fiscal years 2021 through 2023. For a discussion of how the compensation committee seeks to align pay with performance when making executive compensation decisions, see “Executive Compensation - Compensation Discussion and Analysis” beginning on page 19 of this proxy statement. Pay Versus Performance Table

  55. Pay Versus Performance

    | | | | | | Value of Initial Fixed $100 Investment Based On: (d) | | | | | Fiscal Year | Summary Compensation Table Total for PEO(a) ($) | Compensation Actually Paid to PEO(a)(b)(c) ($) | Average Summary Compensation Table Total for Non-PEO NEOs(a) ($) | Average Compensation Actually Paid to Non-PEO NEOs(a)(b)(c) ($) | Total Shareholder Return ($) | Peer Group Total Shareholder Return ($) | Net Income (in millions) | Diluted Earnings Per Share (EPS)(e) | | 2023 | $928,554 | $683,679 | $1,918,019 | $2,676,902 | $121.9 | $200.6 | $20 | $3.11 | | 2022 | $948,093 | $(12,096,573) | $523,772 | $(2,611,365) | $122.6 | $174.5 | $95 | $13.92 | | 2021 | $797,506 | $17,578,077 | $440,770 | $4,752,059 | $228.7 | $199.1 | $105 | $15.05 |

  56. Pay Versus Performance

    (a) Mr. Williams was our PEO for each fiscal year presented. The non-PEO NEOs reflected in the tabular disclosure above represent the following individuals:

  57. Pay Versus Performance

    | Fiscal 2021 | Fiscal 2022 | Fiscal 2023 | | Vickie D. Judy | Vickie D. Judy | Vickie D. Judy | | Leonard L. Walthall | Leonard L. Walthall | Douglas W. Campbell | | | | Leonard L. Walthall |

  58. Pay Versus Performance

    (b) The amounts reported in this column have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s named executive officers. These amounts reflect the amounts reported in the total compensation column of the Summary Compensation Table on page 28 of this proxy statement, with certain adjustments as described in footnote (c) below. (c) Compensation actually paid (“CAP”) reflects the exclusions and inclusions of certain amounts for the PEO and the Non-PEO NEOs as set forth in the tables below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts reported in the “Exclusion of Stock Awards” and “Option Awards” columns of the following tables are the totals (or, in the case of the Non-PEO NEOs, the average of the totals) from the “Stock Awards” and “Option Awards” columns set forth in the Summary Compensation Table (“SCT”). Amounts in the “Inclusion of Stock Awards and Option Awards” columns are calculated in accordance with Item 402(v) of Regulation S-K. PEO SCT Total to CAP Reconciliation

  59. Pay Versus Performance

    | Fiscal Year | Summary Compensation Table Total for PEO | Exclusion of Change in Pension Value for PEO | Exclusion of Stock Awards and Option Awards for PEO | Inclusion of Equity Values for PEO | Compensation Actually Paid to PEO | | 2023 | $928,554 | $- | $- | $(244,875) | $683,679 | | 2022 | $948,093 | $- | $- | $(13,044,666) | $(12,096,573) | | 2021 | $797,506 | $- | $- | $16,780,571 | $17,578,077 |

  60. Pay Versus Performance

    Average Non-PEO NEOs SCT Total to CAP Reconciliation

  61. Pay Versus Performance

    | Fiscal Year | Average Summary Compensation Table Total for Non-PEO NEOs | Average Exclusion of Change in Pension Value for Non-PEO NEOs | Average Exclusion of Stock Awards and Option Awards for Non-PEO NEOs | Average Inclusion of Equity Values for Non-PEO NEOs | Average Compensation Actually Paid to Non-PEO NEOs | | 2023 | $1,918,019 | $- | $(1,235,867) | $1,994,750 | $2,672,902 | | 2022 | $523,772 | $- | $- | $(3,135,136) | $(2,611,365) | | 2021 | $440,770 | $- | $- | $4,311,289 | $4,752,059 |

  62. Pay Versus Performance

    The amounts reported in the “Inclusion of Equity Values” columns in the tables above are derived from the amounts set forth in the following tables: Inclusion of Equity Values for PEO

  63. Pay Versus Performance

    | Fiscal Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for PEO | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards Granted in a Prior Year for PEO | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for PEO | Change in Fair Value from Last Day of Prior Year to Vesting Date of Equity Awards Granted in a Prior Year that Vested During Year for PEO | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for PEO | Total - Inclusion of Equity Values for PEO | | 2023 | $- | $(103,106) | $- | $(141,769) | $- | $(244,875) | | 2022 | $- | $(12,105,106) | $- | $(939,560) | $- | $(13,044,666) | | 2021 | $- | $16,034,174 | $- | $746,397 | $- | $16,780,571 |

  64. Pay Versus Performance

    Average Inclusion of Equity Values for Non-PEO NEOs

  65. Pay Versus Performance

    | Fiscal Year | Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs | Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards Granted in a Prior Year for Non-PEO NEOs | Average Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Non-PEO NEOs | Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Equity Awards Granted in a Prior Year that Vested During Year for Non-PEO NEOs | Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non- PEO NEOs | Total - Average Inclusion of Equity Values for Non- PEO NEOs | | 2023 | $2,049,466 | $(7,384) | $- | $(47,333) | $- | $1,994,750 | | 2022 | $- | $(2,665,356) | $- | $(469,780) | $- | $(3,135,136) | | 2021 | $- | $3,938,090 | $- | $373,199 | $- | $4,311,289 |

  66. Pay Versus Performance

    (d) The amounts set forth in the “Peer Group Total Shareholder Return” column of the Pay Versus Performance Table are based on a customized peer group made up of automotive dealership companies composed of the common stock of Asbury Automotive Group, Inc.; AutoNation, Inc.; CarMax, Inc.; Copart, Inc.; Group 1 Automotive, Inc.; Lithia Motors, Inc.; Penske Automotive Group, Inc.; Rush Enterprises, Inc.; and Sonic Automotive, Inc. for the period of three fiscal years commencing on May 1, 2020 and ending on April 30, 2023. We utilized this peer group in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report on Form 10-K for the year ended April 30, 2023. We selected the customized peer group because the Hemscott Group 744 Index, which we utilized in the stock performance graph required by Item 201(e) of Regulation S-K included in our prior Annual Reports on Form 10-K, is no longer available. The comparison assumes $100 was invested for the period starting May 1, 2020, through the end of the listed year in the Company and in the weighted average of the peer group above, respectively. Historical stock performance is not necessarily indicative of future stock performance. (e) We determined earnings per share to be the most important financial performance measure used to link Company performance to compensation actually paid to our PEO and Non-PEO NEOs for our fiscal year ended April 30, 2023. Diluted earnings per share are computed by dividing net income attributable to common stockholders by the average number of common shares outstanding during the period plus dilutive common stock equivalents. Earnings per share may not have been the most important financial performance measure for fiscal years 2022 and 2021, and we may determine a different financial performance measure to be the most important in future years.

  67. Relationships Between Data in the Pay Versus Performance Table

    Relationships Between Data in the Pay Versus Performance Table Description of Relationship between PEO and Non-PEO NEO Compensation Actually Paid and Total Shareholder Return (“TSR”) The following charts set forth the relationship between (i) the Company’s cumulative TSR over the three most recently completed fiscal years and the peer group cumulative TSR (“PTSR”) over the same period, and (ii) the compensation actually paid to our PEO and the average of compensation actually paid to our Non-PEO NEOs. The following chart sets forth the relationship between compensation actually paid to our PEO, the average compensation actually paid to our Non-PEO NEOs, and our earnings per share during the three most recently completed fiscal years.