DEF 14A of Americas Carmart Inc, Jul 16, 2024

DEF 14A of Americas Carmart Inc

Filed Jul 16, 2024 · FY20240001171843-24-003982

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 eight, all of whom are proposed to be elected at the annual meeting of stockholders. Because the board of directors has named only eight nominees in this proxy statement, proxies cannot be voted for greater than eight director candidates at the 2024 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 57, 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. Jonathan Z. Buba, age 46, has served as a director since November 2023. He currently serves as chair of the finance committee of our board of directors. Mr. Buba currently serves as a Partner at Nantahala Capital Management, LLC (“Nantahala”), a small-cap focused investment firm based in New Canaan, Connecticut. At Nantahala, Mr. Buba has extensive experience within specialty finance, including subprime installment lending, pawn lending, and lease-to-own retail. Prior to joining Nantahala in 2011, Mr. Buba worked as an Analyst at Och-Ziff Capital Management (now d/b/a Sculptor Capital Management) where he focused on special situations in emerging markets from the firm's New York and London offices. Previously, Mr. Buba was an Associate at Spinnaker Ventures, a San Francisco, California-based venture capital firm. He graduated from Johns Hopkins University in 2000 with a B.S. in Mechanical Engineering and received an M.B.A. in Finance and Accounting from The Wharton School of the University of Pennsylvania in 2007. Mr. Buba’s qualifications to serve on the board include his financial and investment experience as well as his experience in specialty finance. Douglas W. Campbell, age 48, became Chief Executive Officer, President and director in October 2023, after serving as President for the prior year. Before joining the Company in October 2022, 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. Campbell’s qualifications to serve on the board include his vast experience in the automotive industry across a variety of roles. Julia K. Davis, age 61, 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’s qualifications to serve on the board include her executive and technology experience. Daniel J. Englander, age 55, 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, finance, 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.

  2. ELECTION OF DIRECTORS

    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 Bancorp (NASDAQ: FFBC) since May 2023. Ms. Morris is the founder and Chief Executive Officer of Growth Partners Group, LLC, a strategic consulting firm in Florida servicing clients in strategic business transformation and innovation. 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, digital and marketing experience. Joshua G. Welch, age 59, 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, finance, 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 61, has served as director since August 2011 and served as Chief Executive Officer Emeritus of the Company from October 1, 2023 until his retirement effective April 30, 2024. He previously served as Chief Executive Officer of the Company from January 2018 to September 2023 and 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 from 2005 to January 2018. 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 boards 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 eight 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, 2024. Mr. Campbell and Mr. Williams, who are members of our board of directors, have been omitted from this table since their compensation is included in the Summary Compensation Table on page 33 of this proxy statement. Neither Mr. Campbell nor Mr. Williams received compensation for serving on our board of directors during fiscal year 2024.

  4. Director Compensation Table

    | Name (a) | 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 ($) | Total ($) | | | (b) | (c) | (d) | (e) | (f) | (g) | (h) | | Ann G. Bordelon | $68,750 | - | $219,210 | - | - | - | $287,960 | | Jonathan Z. Buba | $20,833 | | - | | | | $20,833 | | Julia K. Davis | $56,875 | - | $219,210 | - | - | - | $276,085 | | Daniel J. Englander | $58,750 | - | $219,210 | - | - | - | $277,960 | | William H. Henderson | $22,500 | - | $219,210 | - | - | - | $241,710 | | Dawn C. Morris | $56,875 | - | $219,210 | - | - | - | $276,085 | | Joshua G. Welch | $114,375 | - | $219,210 | - | - | - | $333,585 |

  5. Director Compensation Table

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  6. 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, 2024, 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 July 15, 2024, for the relevant assumptions used to determine the valuation of our option awards. |

  7. Director Compensation Table

    | (2) The following are the aggregate number of option awards outstanding held by each of the directors as of April 30, 2024: Ms. Bordelon – 25,000; Ms. Davis – 10,000; Mr. Englander –45,000; Mr. Henderson’s estate – 50,000; Ms. Morris – 15,000; and Mr. Welch – 30,000. |

  8. Discussion of Director Compensation

    Discussion of Director Compensation Effective August 1, 2023, each of our non-employee directors, except our recently retired former Chief Executive Officer, Jeffrey A. Williams, receives a $50,000 annual retainer and the chairman of the board receives an additional $77,500 annual retainer. 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. Directors who are also our employees do not receive separate compensation for their services as a director. Effective for fiscal year 2025, the directors have the option to elect to receive their annual cash retainer amounts for the fiscal year in the form of restricted shares or stock options to be granted on May 1 of the applicable fiscal year (or the next business day if May 1 occurs on a weekend or federal holiday), provided that the director will submit his or her election by April 1 of the preceding fiscal year and that the Company will have determined to its satisfaction that such election would not result in adverse tax consequences to the director or the Company, with such restricted shares or stock options to vest on the first annual anniversary of the grant date. Prior to August 1, 2023, each of our non-employee directors received a $40,000 annual retainer and the chairman of the board received an additional $35,000 annual retainer. The chair of our audit committee also received an additional $10,000 annual retainer. In addition, prior to fiscal year 2025, on the first business day of May in each year, each of our non-employee directors received an option under our stock option plan to purchase 5,000 shares of common stock. These options were issued at an exercise price equal to the fair market value of our common stock on the date of grant. These options were 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. Effective May 1, 2024, the Company increased the annual stock compensation to each member of the Board of Directors to $150,000, in addition to the value of any restricted shares or stock options issued in lieu of the director’s annual cash retainer, with the director having the choice to elect that such stock compensation be in the form of restricted shares or stock options to be granted on May 1 of the applicable fiscal year and to vest on the first annual anniversary of the grant date. Our board of directors has also adopted stock ownership guidelines for our non-employee directors. These guidelines require non-employee directors to own Company common stock with a value equal to five times the annual base retainer within five years of joining the board. Each of our non-employee directors met this guideline or was in the applicable transition period as of July 5, 2024.

  9. Compensation Discussion and Analysis

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

  10. Compensation Discussion and Analysis

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

  11. 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 2024 consisted of our President and Chief Executive Officer, Douglas W. Campbell, our Chief Financial Officer, Vickie D. Judy, and our Chief Executive Officer Emeritus, Jeffrey A. Williams. Mr. Campbell, age 48, became Chief Executive Officer, President and a director in October 2023, after serving as President for the prior year. 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. Ms. Judy, age 58, 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 has also served as a director of the board of the Little Rock Branch of the Federal Reserve Bank of St. Louis from January 2018 to December 2023. Mr. Williams, age 61, has served as a director of the Company since 2011 and served as Chief Executive Officer Emeritus of the Company from October 1, 2023 until his retirement, effective April 30, 2024. He previously served as Chief Executive Officer of the Company from January 2018 to September 2023 and 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 from 2005 to January 2018. 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 boards of directors of Mercy Health Northwest Arkansas Communities since July 2019 and the Jones Center and Jones Trust since January 2021. Compensation Objectives

  12. 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. |

  13. 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:

  14. Compensation Discussion and Analysis

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

  15. 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; |

  16. Compensation Discussion and Analysis

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

  17. 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; |

  18. 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; |

  19. 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; |

  20. 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 www.car-mart.com. Employment and Change in Control Agreements We have an employment agreement with our President and Chief Executive Officer, Mr. Campbell, and a change in control agreement with our Chief Financial Officer, Ms. Judy. Prior to his retirement on April 30, 2024, we had a similar employment agreement with our former Chief Executive Officer, Mr. Williams. 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 agreement for Ms. Judy and the change in control provisions in Mr. Campbell’s employment agreement 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 Ms. Judy’s change in control agreement and the change in control provisions in Mr. Campbell’s employment agreement 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 and Related Compensation” and “Executive Compensation – Payments Upon Termination of Employment or Change in Control” for a discussion of the terms of the employment agreements and the change in control agreement. On December 21, 2023, we entered into a retirement and transition agreement (which we refer to in this proxy statement as the Retirement Agreement) with Mr. Williams, effective October 1, 2023, under which he agreed to serve as our Chief Executive Officer Emeritus for the remainder of our fiscal year 2024, to provide consulting services to the Company for one year following his retirement and to continue serving as a director of the Company. The Retirement Agreement provides that he will receive consulting fees and certain other benefits, including the continued vesting of his existing stock options, and non-employee director compensation following the completion of his one-year consulting period, subject to his continued service as a director. Mr. Williams also remains subject to the non-competition, non-solicitation, and non-disclosure covenants described in his employment agreement. See “Executive Compensation – Employment Agreements and Related Compensation” for more information regarding the Retirement Agreement. We do not currently have an employment agreement with Ms. Judy. Elements of Compensation 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” for a discussion of the terms of the nonqualified deferred compensation plan. 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. Based on the compensation committee’s market analysis during fiscal year 2023, the committee approved increases in annual base salary for Mr. Williams from $750,000 to $752,000 and Ms. Judy from $400,000 to $442,000 for fiscal year 2024, effective August 1, 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. Effective October 1, 2023, the compensation committee approved an increase in base salary to $800,000 for Mr. Campbell upon his appointment to Chief Executive Officer. See “Executive Compensation – Summary Compensation Table for Fiscal Years 2024, 2023 and 2022” for the base salary amounts earned by our named executive officers during fiscal year 2024. No base salary changes were made for Mr. Campbell and Ms. Judy for fiscal year 2025. Short-Term Incentive Compensation Our short-term incentive plan for our named executive officers is intended to drive short-term operating and financial results deemed crucial to our long-term success by 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.

  21. Compensation Discussion and Analysis

    Our current short-term incentive plan (the “STI Plan”) for our named executive officers was adopted by our board of directors on July 10, 2023. Under the terms of the STI Plan, annual cash bonus awards for the named executive officers are based on certain performance goals and eligible payouts to be established annually by the compensation committee in accordance with the STI Plan. The compensation committee selects the applicable performance metrics and the weighting of each metric for the short-term incentive payments from among a list of performance criteria set forth in the plan, and the committee may vary the performance metrics, goals, weighting, any discretionary component, and target bonus amounts from participant to participant and from year to year. Bonus payments under the STI Plan may range from 0% to 200% of the executive’s target bonus amount, depending upon whether, or the extent to which, the applicable performance goals have been achieved, as determined by the compensation committee. The compensation committee may adjust the amount payable pursuant to any bonus award upon attainment of the performance goals, provided that the aggregate amount paid under the STI Plan to any participant in any plan year may not exceed $4.0 million. Any annual cash bonus amounts earned under the STI Plan will be paid as soon as practicable after the end of the fiscal year for which they are earned following the compensation committee’s certification of the achievement of the applicable performance goals or other applicable conditions, but in no event later than the July 15th immediately following the last day of such fiscal year. In the event of a named executive officer’s death or disability during the performance year, the bonus amount earned would be prorated for the portion of the year in which the executive was employed before his or her termination due to death or disability. In the event the named executive officer’s employment is terminated for any other reason, any bonus amount that would have been earned under the plan would be forfeited, unless the compensation committee determines, in its discretion, to prorate the amount earned for the portion of the year before the executive’s termination. The STI Plan also permits the compensation committee, in its discretion, to accelerate or make other adjustments or modifications to outstanding bonus awards under the plan in the event of a change in control of the Company. Based on the comparative peer group analysis performed by Compensia in fiscal year 2023 and the compensation committee’s analysis of the Company’s ongoing strategic business objectives, the compensation committee recommended, and the board of directors approved, a short-term incentive payment structure for fiscal year 2024 pursuant to the STI Plan under which annual cash bonuses to our named executive officers would be paid based on the Company’s achievement of pre-established performance targets with respect to return on average equity (ROE), the change in selling, general and administrative (SG&A) expense per average active customer, and the percentage of dealerships with a positive economic value added (EVA) performance for fiscal year 2024, as well as a discretionary individual performance component. For the SG&A per customer and EVA by dealership measures, the numbers of active customers and dealerships exclude dealerships acquired or newly opened during the past 12 months and customers attributable to such dealerships, as applicable. Each performance measure accounts for 30% of the total eligible bonus, with the discretionary individual performance component comprising 10% of the total eligible bonus amount. The compensation committee selected these measures after considering a range of compensation measures and believes the selected measures represent key performance indicators for achieving important current financial and operating objectives. The compensation committee believes each of the component metrics – store level EVA, SG&A per customer, and corporate ROE – are linked in incentivizing our executive management to invest the Company’s capital in the highest return areas and to leverage our scale as the Company grows by being efficient with SG&A costs while growing our customer base. The compensation committee will evaluate and assess these objectives and performance measures annually. The target annual bonus payments for fiscal year 2024 were based on a percentage of each named executive officer’s annual base salary at 125% of annual base salary for Mr. Campbell, 100% of annual base salary for Mr. Williams and 75% of annual base salary for Ms. Judy. The target bonus amounts were determined based on the compensation committee’s evaluation of the market analysis of our named executive officers’ cash compensation relative to the peer group. If the threshold level of performance is achieved for each performance metric, the payout would range from 80% to 120% of the eligible bonus amount for that metric, with actual payments to be determined on a straight-line basis between the threshold and maximum amount based on the Company’s actual performance achieved. The following table sets forth the performance goals and potential payouts as a percentage of the executive’s target bonus amount for fiscal year 2024:

  22. Compensation Discussion and Analysis

    | Fiscal Year 2024 Short-Term Incentive Plan | Threshold (80%) | Target (100%) | Maximum (120%) | | # of Dealerships EVA (30%) | 65% | 80% | 95% | | SG&A per Account (30%) | 5% growth | Flat | (2%) Decline | | ROE (30%) | 10% | 12.5% | 15% | | Individual Performance (10%) | Discretionary | | | | Bonus payout percentage (% of target bonus amount) | 80% | 100% | 120% |

  23. Compensation Discussion and Analysis

    The Company’s actual results for the EVA and ROE metrics were below the threshold percentages, while SG&A per average active customer declined more than 2% compared to the prior fiscal year, resulting in each executive officer earning 120% of the eligible bonus amount for the SG&A metric and no bonus for the EVA and ROE metrics. Each named executive officer also earned 10% of his or her target bonus amount for the individual performance component of the annual cash bonus award, for a total bonus earned representing 46% of the executive’s target bonus amount. The compensation committee evaluated the discretionary individual performance component by considering the completion and delivery of key projects during the fiscal year as well as acquisition, development, and retention of key management to continue business growth. The total bonus amounts earned under the STI Plan based on the actual performance achieved for fiscal year 2024 are set forth below in the “Summary Compensation Table” on page 34 of this proxy statement. Long-Term Incentive Compensation Our compensation objective of inducing executives to remain in our employ as well as aligning their interests with those of our stockholders leads us to make periodic equity awards. These awards provide incentives for our named executive officers to remain with us over the long term and gives the compensation committee additional flexibility to reward superior performance by our named executive officers. We believe that dependence on equity for a significant portion of a named executive officer’s compensation more closely aligns such executive’s interests with those of our stockholders, since the ultimate value of such compensation is linked directly to our stock price. We have historically utilized our two equity incentive plans for our long-term incentive compensation, the America’s Car-Mart, Inc. Amended and Restated Stock Option Plan, referred to in this proxy statement as the Restated Option Plan, and the America’s Car-Mart, Inc. Amended and Restated Stock Incentive Plan, referred to in this proxy statement as the Restated Incentive Plan. The allocation of long-term incentive compensation between stock options and restricted stock is generally made with the goal of rewarding long-term service with the issuance of restricted shares and rewarding efforts related to increasing the stock price over the long-term with the issuance of stock options. On July 11, 2024, our board of directors adopted a new omnibus 2024 Equity Incentive Plan, subject to approval by our stockholders at this annual meeting, which allows for potential future awards of, among other things, stock options, restricted shares, restricted stock units and performance shares. The 2024 Equity Incentive Plan will be effective upon approval by the stockholders and will replace the Restated Option Plan and the Restated Incentive Plan. See “Proposal Three – Approval of the Company’s 2024 Equity Incentive Plan” for more information regarding the 2024 Plan. 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. On December 19, 2023, the Company entered into an Amended and Restated Employment Agreement with Mr. Campbell in connection with his promotion to Chief Executive Officer. The agreement was subsequently amended on January 24, 2024. Pursuant to the amended employment agreement, on January 25, 2024, the Company granted Mr. Campbell an award of 47,612 restricted shares of our common stock and a stock option award representing a target of 162,486 shares of our common stock. The restricted shares will vest in three equal annual installments on September 30th in each of the next three years, and the stock option will vest in its entirety on December 19, 2026, subject to the Company’s achievement of certain performance conditions based equally on the Company’s four-quarter average return on equity during the period from August 1, 2023 to July 31, 2026, and the 90-day average of the closing price of the Company’s common stock as reported on NASDAQ during the period from December 19, 2023 to December 18, 2026. If a threshold level of performance being achieved with respect to one or both of these performance measures, the number of shares subject to the option that vest will vary within a range of 25% to 150% of the target award, with the actual number of shares to be determined on a straight-line basis between the threshold and maximum amounts based on the Company’s actual performance achieved for each measure. Under the terms of Mr. Campbell’s amended employment agreement, he will not be eligible to receive any further long-term equity incentive awards until October 1, 2026. See “Employment Agreements and Related Compensation” for more information regarding Mr. Campbell’s employment agreement. The compensation committee previously issued long-term equity incentive awards to Mr. Campbell on October 3, 2022, in connection with the Company’s hiring of Mr. Campbell as President in accordance with the terms of his initial employment agreement. These awards consist of 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 vest in two equal annual installments beginning on October 3, 2023. The compensation committee did not grant any stock options or restricted stock to Mr. Williams or Ms. Judy in fiscal years 2024, 2023, or 2022 in light of previously reported awards granted in fiscal year 2020. However, on June 24, 2024, the compensation committee granted Ms. Judy 2,594 restricted shares of our common stock which will vest in three equal annual installments beginning on June 24, 2025. The purpose of this award is to provide additional long-term incentives for Ms. Judy’s continued leadership as our Chief Financial Officer and to further align her interests with the Company’s long-term strategic goals. 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 2024, 2023 and 2022” for the aggregate incremental cost to us of such benefits. Deductibility of Executive Compensation

  24. 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 5, 2024, 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, exceptions may be granted in certain limited circumstances for pledges of securities held by funds or in accounts over which the insider does not exercise investment control and 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.

  25. 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. |

  26. Summary Compensation Table for Fiscal Years 2024, 2023, and 2022

    Summary Compensation Table for Fiscal Years 2024, 2023, and 2022 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, 2024, 2023 and 2022.

  27. Summary Compensation Table for Fiscal Years 2024, 2023, and 2022

    | 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) | | Douglas W. Campbell, | 2024 | $730,769 | - | $2,980,987 | $4,194,089 | $460,000 | - | $80,990(3) | $8,446,835 | | President, Chief | 2023 | $375,000 | $500,000 | $1,223,660 | $2,484,000 | $92,000 | - | $57,946 | $4,732,546 | | Executive Officer(2) | 2022 | - | - | - | - | - | - | - | - | | Vickie D. Judy, | 2024 | $429,238 | - | - | - | $152,490 | - | $51,511(4) | $633,239 | | Chief Financial | 2023 | $400,000 | - | - | - | $64,000 | - | $51,751 | $515,751 | | Officer | 2022 | $400,000 | - | - | - | $80,000 | - | $43,614 | $523,614 | | Jeffrey A. Williams, | 2024 | $751,392 | - | - | - | $345,920 | - | $59,409(6) | $1,156,721 | | Chief Executive Officer | 2023 | $750,000 | - | - | - | $120,000 | - | $58,554 | $928,554 | | Emeritus(5) | 2022 | $750,000 | - | - | - | $150,000 | - | $48,093 | $948,093 |

  28. Summary Compensation Table for Fiscal Years 2024, 2023, and 2022

    | (1) In accordance with SEC rules, the amounts shown reflect the 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 July 15, 2024 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. |

  29. Summary Compensation Table for Fiscal Years 2024, 2023, and 2022

    | (2) Mr. Campbell was appointed Chief Executive Officer of the Company effective October 1, 2023. |

  30. Summary Compensation Table for Fiscal Years 2024, 2023, and 2022

    | (3) For fiscal year 2024, Mr. Campbell’s all other compensation included - $11,839 for use of company automobile, $516 for insurance premiums, $34,176 for relocation costs, $800 for Christmas bonus, and $33,659 for premiums paid under our executive health insurance plan. |

  31. Summary Compensation Table for Fiscal Years 2024, 2023, and 2022

    | (4) For fiscal year 2024, Ms. Judy’s all other compensation included - $8,358 for use of company automobile, $9,900 for matching contributions to our 401(k) plan, $1,479 for insurance premiums, $930 for Christmas bonus, and $30,845 for premiums paid under our executive health insurance plan. |

  32. Summary Compensation Table for Fiscal Years 2024, 2023, and 2022

    | (5) Effective October 1, 2023, Mr. Williams assumed the position of CEO Emeritus and advisor to senior management for the remainder of fiscal year 2024. Additionally, the compensation committee approved an increase in annual base salary for Mr. Williams to $752,000 for fiscal year 2024. |

  33. Summary Compensation Table for Fiscal Years 2024, 2023, and 2022

    | (6) For fiscal year 2024, Mr. Williams’ all other compensation included - $11,839 for use of company automobile, $2,883 for club dues, $7,788 for matching contributions to our 401(k) plan, $2,269 for insurance premiums, $970 for Christmas bonus, and $33,659 for premiums paid under our executive health insurance plan. |

  34. Summary Compensation Table for Fiscal Years 2024, 2023, and 2022

    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.

  35. Grants of Plan-Based Awards during Fiscal Year 2024

    Grants of Plan-Based Awards during Fiscal Year 2024 The following table provides certain information concerning the grants of plan-based awards for each named executive officer during fiscal year 2024.

  36. Grants of Plan-Based Awards during Fiscal Year 2024

    | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stocks or Units (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards(2) | | Name | Grant Date | Threshold ($)(1) | Target ($)(1) | Maximum ($)(1) | Threshold (#) | Target (#) | Maximum (#) | | | | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | (k) | (l) | | Douglas W. Campbell | | 240,000 | 1,000,000 | 1,200,000 | - | - | - | - | - | - | - | | | 1/25/2024 | - | - | - | - | - | - | 47,612 | - | - | $2,980,987 | | | 1/25/2024 | - | - | - | 40,619 | 162,486 | 243,714 | - | - | $70.57 | $4,194,089 | | Vickie D. Judy | - | 79,560 | 331,500 | 397,800 | - | - | - | - | - | - | - | | Jeffrey A. Williams | - | 180,480 | 752,000 | 902,400 | - | - | - | - | - | - | - |

  37. Grants of Plan-Based Awards during Fiscal Year 2024

    ________________________

  38. Grants of Plan-Based Awards during Fiscal Year 2024

    | (1) These amounts represent the threshold, target and maximum amounts of possible cash incentive bonus payments to the named executive officer for fiscal 2024 based upon attainment of certain Company EVA, SG&A expense and ROE targets for fiscal year 2024 and an individual performance component 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 threshold amounts assume that the threshold performance level (representing 80% of target bonus amount for each metric) was met for only one of the three Company performance metrics (representing 30% of the total target bonus amount) and that no bonus was awarded under the individual performance component. The actual cash incentive bonus payments earned are reported in the Summary Compensation Table on page 33 of this proxy statement. |

  39. Grants of Plan-Based Awards during Fiscal Year 2024

    | (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 July 15, 2024 for the relevant assumptions used to determine the valuation of our option awards. |

  40. Grants of Plan-Based Awards during Fiscal Year 2024

    Based on the Company’s actual results achieved, each named executive officer earned an annual cash bonus representing the maximum bonus amount (120% of the target bonus per metric) for the SG&A expense metric (30% of the target bonus amount), as the Company’s SG&A per average active customer account in fiscal year 2024 declined by more than 2% compared to the prior fiscal year. Each named executive officer also earned 10% of his or her target bonus amount for the individual performance component of the annual cash bonus award, for a total bonus earned representing 46% of the executive’s target bonus amount. See “Executive Compensation – Compensation Discussion and Analysis – Short-Term Incentive Compensation” for additional information regarding the STI Plan. The restricted shares granted to Mr. Campbell vest in three equal annual installments on September 30th in each of the next three years. The stock option granted to Mr. Campbell will vest in its entirety on December 19, 2026, subject to certain performance conditions based equally on the Company’s four-quarter average return on equity during the period from August 1, 2023 to July 31, 2026, and the 90-day average of the closing price of the Company’s common stock as reported on NASDAQ during the period from December 19, 2023 to December 18, 2026 with the option to vest within a range of 25% to 150% of the target award determined on a straight-line basis between the threshold and maximum amounts based on the Company’s actual performance achieved for each measure, subject to a threshold level of performance being achieved.. See “Employment Agreement and Related Compensation” of this proxy statement for additional information.

  41. Outstanding Equity Awards at 2024 Fiscal Year-End

    Outstanding Equity Awards at 2024 Fiscal Year-End The following table provides certain information concerning the outstanding equity awards for each named executive officer as of April 30, 2024.

  42. Outstanding Equity Awards at 2024 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) | | Douglas W. Campbell | 15,000 | | | 61.02 | 10/3/2027 | | | | | | | | 60,000(1) | | 61.02 | 10/3/2027 | | | | | | | | | 162,486(2) | 70.57 | 12/19/2026 | | | | | | | | | | | | 10,000(3) | 572,400(4) | | | | | | | | | | 47,612(5) | 2,725,311(4) | | | | Vickie D. Judy | 3,750 | | | 53.02 | 05/22/25 | | | | | | | 30,000 | | | 109.06 | 12/30/29 | | | | | | | | 10,000(6) | | 109.06 | 12/30/29 | | | | | | | | | | | | 10,000(7) | 572,400(4) | | | | Jeffrey A. Williams | 80,000 | | | 109.06 | 12/30/29 | | | | | | | 90,000 | | | 54.85 | 05/08/28 | | | | | | | | 20,000(6) | | 109.06 | 12/30/29 | | | | |

  43. Outstanding Equity Awards at 2024 Fiscal Year-End

    | (1) These options will vest in four equal annual installments beginning on October 3, 2024. |

  44. Outstanding Equity Awards at 2024 Fiscal Year-End

    | (2) These options will vest on December 19, 2026, subject to performance conditions. |

  45. Outstanding Equity Awards at 2024 Fiscal Year-End

    | (3) These restricted shares will vest on October 3, 2024. |

  46. Outstanding Equity Awards at 2024 Fiscal Year-End

    | (4) Fair value was calculated by using the closing market price of our common stock on April 30, 2024 of $57.24. |

  47. Outstanding Equity Awards at 2024 Fiscal Year-End

    | (5) These restricted shares will vest in three installments, 15,871 on September 30, 2024, 15,871 on September 30, 2025, and 15,870 on September 30, 2026. |

  48. Outstanding Equity Awards at 2024 Fiscal Year-End

    | (6) These options will vest on December 30, 2024. |

  49. Outstanding Equity Awards at 2024 Fiscal Year-End

    | (7) These restricted shares will “cliff” vest on March 1, 2028. |

  50. Option Exercises and Stock Vested during Fiscal Year 2024

    Option Exercises and Stock Vested during Fiscal Year 2024 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, 2024.

  51. Option Exercises and Stock Vested during Fiscal Year 2024

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | (a) | (b) | (c) | (d) | (e) | | Douglas W. Campbell | - | - | 10,000 (1) | 611,800 | | Vickie D. Judy | - | - | - | - | | Jeffrey A. Williams | 30,000 (2) | 1,035,600 (3) | - | - |

  52. Option Exercises and Stock Vested during Fiscal Year 2024

    | (1) Includes 2,949 shares forfeited to pay tax withholding pursuant to net settlement arrangement. |

  53. Option Exercises and Stock Vested during Fiscal Year 2024

    | (2) Includes 23,507 shares forfeited to pay the vesting price and tax withholding pursuant to net settlement arrangement. |

  54. Option Exercises and Stock Vested during Fiscal Year 2024

    | (3) 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. |

  55. 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. Campbell and Ms. Judy would be entitled upon termination of their employment with the Company in connection with a change in control of the Company and the payments to which Mr. Williams is entitled in connection with his retirement, and the table below quantifies the payments to which Mr. Campbell and Ms. Judy would have been entitled had their employment been terminated or had a change in control of the Company occurred as of April 30, 2024, along with the payments to which Mr. Williams is entitled in connection with his retirement effective April 30, 2024. Termination Not Involving a Change in Control Douglas W. Campbell. Pursuant to his amended employment agreement, if the Company terminates Mr. Campbell without cause at any time or determines not to renew the employment agreement upon the expiration of its then current term or if Mr. Campbell terminates the employment agreement for good reason (as defined in the agreement), Mr. Campbell will be entitled to receive equal installment payments payable in accordance with the Company’s normal payroll practices, but no less frequently than monthly, which are in the aggregate equal to 24 months of his base salary for the year in which the termination occurs. Such installment payments will commence within 30 days following the termination date. If Mr. Campbell’s employment is terminated due to disability, he will be entitled to receive, commencing within 60 days after termination, an amount equal to 12 months of his base salary then in effect, plus the pro rata portion of any annual bonus earned, as determined by the compensation committee, through the date of disability, based on the achievement of performance goals, 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, as determined by the compensation committee, through the date of death, based on the achievement of performance goals. In addition, upon Mr. Campbell’s termination without cause or due to the Company’s non-renewal of the employment agreement at the expiration of its then current term, his resignation for good reason or his death or disability, all of his unvested shares of restricted stock and stock options granted in October 2022 and all of his unvested shares of restricted stock granted in January 2024 will immediately vest in full. Any outstanding and unvested performance-vesting equity awards, including his unvested stock options granted in January 2024, will be subject to pro rata vesting based on his duration with the Company in relation to each equity award and, on that basis, become fully vested to the extent that the terms and performance conditions applicable to such award have been met. Any future outstanding and unvested time-vesting equity awards, which are scheduled to vest less than 12 months following the date of termination of his employment will vest in full. If Mr. Campbell resigns, other than for good reason, 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. 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. Termination in Connection with a Change in Control Certain of our executive compensation plans and agreements, including our employment agreement with Mr. Campbell, our change in control agreement with Ms. Judy, our Restated Option Plan and certain of our restricted stock agreements for shares granted under our Restated Incentive Plan, contain provisions (collectively, referred to in this proxy statement as 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:

  56. 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; |

  57. 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; |

  58. 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 |

  59. 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. |

  60. 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:

  61. 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; |

  62. 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 |

  63. 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. |

  64. 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:

  65. 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; |

  66. 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 |

  67. 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. |

  68. Payments Upon Termination of Employment or Change in Control

    In addition, “good reason,” as defined in Mr. Campbell’s employment agreement, also includes his no longer having the title of President and Chief Executive Officer, no longer being elected to the Company’s board of directors, and any material breach by the Company of the terms of his employment agreement. If, within six months prior to the change in control, we terminate Mr. Campbell or Ms. Judy 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, 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 agreement and the change in control agreement, 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 Section 4999 of the Code and the loss of a tax deduction by the Company under Section 280G of the Code 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 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 for Ms. Judy and 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. Retirement of Mr. Williams Jeffrey A. Williams. Mr. Williams retired as an executive officer of the Company effective April 30, 2024. Pursuant to the terms of his employment agreement, the Company had no obligation to pay base salary or benefits beyond his 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. Mr. Williams currently remains a director of the Company. Pursuant to the terms of the Retirement Agreement we entered into with Mr. Williams on December 21, 2023, Mr. Williams agreed to serve as a consultant and adviser to senior management of the Company until April 30, 2025, for a monthly consulting fee of $20,000, and to continue serving as a director of the Company. The Retirement Agreement also provides that Mr. Williams’ existing stock options will continue to vest and remain exercisable to the extent vested in accordance with the applicable stock option agreements and the Company’s Amended and Restated Stock Option Plan, subject to his continuous service as a director or consultant of the Company. In addition, he is entitled to receive any vested accrued benefits under the Company’s 401(k) and nonqualified deferred compensation plans in accordance with the terms of those plans, and he will continue to receive health insurance coverage under the Company’s employee and executive health insurance plans through April 30, 2026 as a former executive who remains a director of the Company, subject to his continued service as a director. Mr. Williams will not be eligible to receive any compensation as a non-employee director during his one-year consulting period ending April 30, 2025, and will thereafter be eligible to receive any compensation payable to non-employee directors as is determined from time to time by the board of directors, subject to his continued service as a director. Mr. Williams’ receipt of the payments and benefits under the Retirement Agreement was subject to his timely execution and non-revocation of a customary release of claims. The Retirement Agreement also provides that Mr. Williams remains subject to the non-competition, non-solicitation, and non-disclosure covenants described in his employment agreement. Table of Payments Upon Termination of Employment or Change in Control 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, as applicable. In accordance with SEC regulations, the table assumes that the termination or change in control occurred on April 30, 2024, and the value applied to the shares of common stock is $57.24 per share based on the closing market price as reported on that date.

  69. 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) | | Douglas W. Campbell | Cash | - | $800,000 | $1,600,000 | - | $800,000 | | | Stock Options(3) | - | - | - | - | - | | | Restricted Shares | $3,870,111 | $3,870,111 | $3,870,111 | - | $3,870,111 | | | Total | $3,870,111 | $4,670,111 | $5,470,111 | | $4,670,111 | | Vickie D. Judy | Cash | - | - | - | - | $884,000 | | | Stock Options(3) | - | - | - | - | - | | | Restricted Shares | $572,400 | $572,400 | $572,400 | - | $572,400 | | | Total | $572,400 | $572,400 | $572,400 | - | $1,456,400 | | Jeffrey A. Williams | Cash | - | - | - | $240,000 | - | | | Benefits | - | - | - | $67,318 | - | | | Stock Options | - | - | - | - | - | | | Restricted Shares | - | - | - | - | - | | | Total | - | - | - | $307,318 | - |

  70. Payments Upon Termination of Employment or Change in Control

    | (1) Includes, without limitation, termination for cause, voluntary resignation or retirement. For Mr. Williams, the amounts represent estimated payments to which he is entitled in connection with his retirement pursuant to the Retirement Agreement, including estimated cash consulting fees and estimated premiums to be paid under our executive health insurance plan. |

  71. Payments Upon Termination of Employment or Change in Control

    | (2) Assumes the double trigger event occurred on April 30, 2024 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. |

  72. Payments Upon Termination of Employment or Change in Control

    | (3) Assumes the immediate vesting of all unvested stock options. The value reported for the accelerated vesting of Mr. Campbell’s stock options is based on the positive difference between the closing price of our common stock as reported on April 30, 2024, of $57.24, 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, 2024, referred to as “underwater” stock options. At April 30, 2024, Mr. Campbell had 222,486 unvested underwater stock options that would have vested upon the triggering event, Ms. Judy had 10,000 unvested underwater stock options that would have vested upon the triggering event. |

  73. 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 2024, the estimated median of the annual total compensation of our associates, excluding our Chief Executive Officer, Mr. Campbell, was $52,747. Our Chief Executive Officer’s annual total compensation for fiscal year 2024 was $8,446,835. 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 160 to 1. Item 402(u) requires us to identify the Company’s “median employee” once every three years, unless a change in employee population or compensation arrangements is likely to result in a significant change in our CEO pay ratio disclosures. The Company determined that no such change has occurred since we identified the Company’s median employee in fiscal 2023. 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 2024 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.

  74. 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 2024. 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 25 of this proxy statement. Pay Versus Performance Table

  75. Pay Versus Performance

    | Fiscal Year | Summary Compensation Table Total for PEO #1 Douglas W. Campbell(a) ($) | Summary Compensation Table Total for PEO #2 Jeffrey A. Williams(a) ($) | Compensation Actually Paid to PEO #1 Douglas W. Campbell(a) (b) (c) ($) | Compensation Actually Paid to PEO #2 Jeffrey A. Williams(a) (b) (c) ($) | Average Summary Compensation Table Total for Non-PEO NEOs(a) ($) | Average Compensation Actually Paid to Non-PEO NEOs(a)(b) (c) ($) | Value of Initial Fixed $100 Investment Based On: (d) | | Net Income (loss) (in millions) | SG&A per Average Customer | | | | | | | | | Total Shareholder Return ($) | Peer Group Total Shareholder Return ($) | | | | 2024 | $8,446,835 | $1,156,721 | $2,889,896 | $1,072,413 | $633,239 | $149,988 | $86.8 | $248.6 | $(30) | $1,735 | | 2023 | N/A | $928,554 | N/A | $683,679 | $1,918,019 | $2,676,532 | $121.9 | $200.6 | $20 | $1,778 | | 2022 | N/A | $948,093 | N/A | $(12,096,573) | $523,772 | $(2,611,365) | $122.6 | $174.5 | $95 | $1,672 | | 2021 | N/A | $797,506 | N/A | $17,578,077 | $440,770 | $4,752,059 | $228.7 | $199.1 | $105 | $1,541 |

  76. Pay Versus Performance

    (a) Mr. Campbell was our PEO for fiscal 2024, upon transition to Chief Executive Officer. Mr. Williams was our PEO for each fiscal year presented as Chief Executive Officer Emeritus for fiscal 2024 and Chief Executive Officer for fiscal years 2023 - 2021. The non-PEO NEOs reflected in the tabular disclosure above represent the following individuals:

  77. Pay Versus Performance

    | Fiscal 2021 | Fiscal 2022 | Fiscal 2023 | Fiscal 2024 | | Vickie D. Judy | Vickie D. Judy | Vickie D. Judy | Vickie D. Judy | | Leonard L. Walthall | Leonard L. Walthall | Douglas W. Campbell | | | | | Leonard L. Walthall | |

  78. 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 33 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

  79. Pay Versus Performance

    | Fiscal Year | Summary Compensation Table Total for PEO #1 Douglas W. Campbell | Exclusion of Change in Pension Value for PEO #1 Douglas W. Campbell | Exclusion of Stock Awards and Option Awards for PEO #1 Douglas W. Campbell | Inclusion of Equity Values for PEO #1 Douglas W. Campbell | Compensation Actually Paid to PEO #1 Douglas W. Campbell | | 2024 | $8,446,835 | $- | $(7,135,076) | $1,618,137 | $2,889,896 | | 2023 | N/A | N/A | N/A | N/A | N/A | | 2022 | N/A | N/A | N/A | N/A | N/A | | 2021 | N/A | N/A | N/A | N/A | N/A |

  80. Pay Versus Performance

    | Fiscal Year | Summary Compensation Table Total for PEO #2 Jeffrey A. Williams | Exclusion of Change in Pension Value for PEO #2 Jeffrey A. Williams | Exclusion of Stock Awards and Option Awards for PEO #2 Jeffrey A. Williams | Inclusion of Equity Values for PEO #2 Jeffrey A. Williams | Compensation Actually Paid to PEO #2 Jeffrey A. Williams | | 2024 | $1,156,721 | $- | $- | $(84,309) | $1,072,413 | | 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 |

  81. Pay Versus Performance

    Average Non-PEO NEOs SCT Total to CAP Reconciliation

  82. 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 | | 2024 | $633,239 | $- | $- | $(483,251) | $149,988 | | 2023 | $1,918,019 | $- | $(1,235,867) | $1,994,380 | $2,676,532 | | 2022 | $523,772 | $- | $- | $(3,135,136) | $(2,611,365) | | 2021 | $440,770 | $- | $- | $4,311,289 | $4,752,059 |

  83. 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 PEOs

  84. 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 #1 Douglas W. Campbell | 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 #1 Douglas W. Campbell | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for PEO #1 Douglas W. Campbell | 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 #1 Douglas W. Campbell | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for PEO #1 Douglas W. Campbell | Total - Inclusion of Equity Values for PEO #1 Douglas W. Campbell | | 2024 | $2,782,921 | $(1,442,693) | $- | $277,909 | $- | $1,618,137 | | 2023 | N/A | N/A | N/A | N/A | N/A | N/A | | 2022 | N/A | N/A | N/A | N/A | N/A | N/A | | 2021 | N/A | N/A | N/A | N/A | N/A | N/A |

  85. 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 #2 Jeffrey A. Williams | 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 #2 Jeffrey A. Williams | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for PEO #2 Jeffrey A. Williams | 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 #2 Jeffrey A. Williams | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for PEO #2 Jeffrey A. Williams | Total - Inclusion of Equity Values for PEO #2 Jeffrey A. Williams | | 2024 | $- | $(411,470) | $- | $327,162 | $- | $(84,309) | | 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 |

  86. Pay Versus Performance

    Average Inclusion of Equity Values for Non-PEO NEOs

  87. 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 | | 2024 | $- | $(425,135) | $- | $(58,116) | $- | $(483,251) | | 2023 | $2,049,466 | $(7,384) | $- | $(47,703) | $- | $1,994,380 | | 2022 | $- | $(2,665,356) | $- | $(469,780) | $- | $(3,135,136) | | 2021 | $- | $3,938,090 | $- | $373,199 | $- | $4,311,289 |

  88. 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 four fiscal years commencing on May 1, 2020 and ending on April 30, 2024. 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, 2024. 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 selling, general and administrative (“SG&A”) expense per average customer 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, 2024. SG&A expense per average customer is computed by dividing year to date selling, general and administrative expense by the average number of active customer accounts during the period. SG&A expense per average customer may not have been the most important financial performance measure for fiscal years 2023, 2022 and 2021, and we may determine a different financial performance measure to be the most important in future years.

  89. 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 four 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 selling, general and administrative expense per average customer during the four most recently completed fiscal years.

  90. 2024 EQUITY INCENTIVE PLAN

    | b. | Limit on Awards to Outside Directors. The aggregate value of all compensation granted or paid, as applicable, to any individual for service as an Outside Director with respect to any fiscal year, including Awards granted and cash fees paid by the Company to such Outside Director, will not exceed Seven Hundred Fifty Thousand Dollars ($750,000) in total value, calculating the value of any Awards based on the grant date fair value of such Awards for financial reporting purposes. The Board may make an exception to the applicable limit in this Section 5(b) for any Outside Director in extraordinary circumstances, as the Board may determine in its discretion, provided that any Outside Director who is granted or paid such additional compensation may not participate in the decision to grant or pay such additional compensation. |