DEF 14A of Consumer Portfolio Services, Inc., Oct 11, 2024

DEF 14A of Consumer Portfolio Services, Inc.

Filed Oct 11, 2024 · FY20230001683168-24-007105

Open on EDGAR

  1. PROPOSAL NO. 1 – ELECTION OF DIRECTORS

    PROPOSAL NO. 1 – ELECTION OF DIRECTORS

  2. Nominations

    Nominations The individuals named below have been nominated for election as directors of the Company at the Annual Meeting, and each has consented to be named in this proxy statement and agreed to serve as a director if elected. There are no family relationships among any of our directors, director nominees or executive officers. Except as described elsewhere in this proxy statement, there are no arrangements or understandings between any of our directors or executive officers and any other person pursuant to which any person was selected as a director or executive officer. Except as described elsewhere in this proxy statement, none of our directors, director nominees, executive officers or any of their associates has any substantial interest, direct or indirect, by security holdings or otherwise, in any matter to be acted upon at the Annual Meeting, other than elections to office. There are no material proceedings in which any of our directors, executive officers or affiliates of the Company, any owner of record or beneficially of more than five percent of any class of voting securities of the Company, or any associate of any such director, executive officer, affiliate of the Company, or security holder is a party adverse to the Company or has a material interest adverse to the Company. The Board is elected annually. Each director serves until the next annual meeting of shareholders and until his or her successors is duly elected and qualified. The names of the nominees, their principal occupations, and certain other information regarding them are set forth below. Charles E. Bradley, Jr., 64, has been the Company’s Chief Executive Officer since January 1992, a director since the Company’s formation in March 1991, and was elected Chairman of the Board in July 2001. Prior to that he was President of the Company from March 1991 to December 2022. From April 1989 to November 1990, he served as Chief Operating Officer of Barnard and Company, a private investment firm. From September 1987 to March 1989, Mr. Bradley was an associate of The Harding Group, a private investment banking firm. Having been with the Company since its inception, Mr. Bradley brings comprehensive knowledge of the Company’s business, structure, history and culture to the Board and the Chairman position. Stephen H. Deckoff, 58, has been a director of the Company since August 2022. Mr. Deckoff has been the Managing Principal of Black Diamond Capital Management, L.L.C. (“Black Diamond”), a privately held alternative asset management firm, since its founding in 1995. In that capacity, he is responsible for all portfolio management and business operations. Prior to 1995, Mr. Deckoff was a Senior Vice President of Kidder, Peabody & Co. Inc. (“Kidder”) and head of its Structured Finance Group. Prior to joining Kidder, Mr. Deckoff was a Managing Director in the Structured Finance Group at Bear Stearns & Co. (“Bear Stearns”), Inc. Before joining Bear Stearns, Mr. Deckoff worked in the Structured Finance Department of Chemical Securities, Inc. and the Fixed Income Research Department at Drexel Burnham Lambert. In June 2023, Mr. Deckoff joined the Board of KVH Industries, Inc., a publicly traded company providing connectivity solutions to primarily maritime customers globally. Mr. Deckoff brings to the Board his extensive financial experience and expertise. Louis M. Grasso, 78, has been a director of the Company since October 2019. Mr. Grasso was the founder and majority owner of PFC Corporation (“PFC”) until his retirement in November 2011, upon sale of PFC’s portfolio of assets to Capstone Realty Advisors. Over a period of 35 years, PFC Corporation originated over $1.8 billion of mortgage loans, and issued $1.8 billion of mortgage-backed securities. He brings to the Board knowledge and experience bearing in particular on the Company’s strategies for meeting its capital requirements, and broad organizational and management skills. William W. Grounds, 68, has been a director of the Company since December 2021. From 2008 to 2021, he was the President and COO of Infinity World Development Corp., which is a subsidiary of a sovereign wealth fund in the United Arab Emirates. The principal business of Infinity World Development Corp was a $5 billion investment in the CityCenter mixed use integrated resort property located in Las Vegas, Nevada. Mr. Grounds served on the board of MGM Resorts International, a hospitality and entertainment company, from 2013 to 2021 and of Remark Holdings Inc., a technology company, from 2013 to 2019. Mr. Grounds joined the Board of PointsBet Holdings Limited, an Australian sports wagering operator and iGaming provider, in December 2022. During his career he has held senior executive positions in major real estate private equity investment, development and construction entities. Mr. Grounds brings to the Board experience as a director of publicly-traded companies, and skills in investment and general management. Brian J. Rayhill, 61, has been a director of the Company since August 2006. Mr. Rayhill has been a practicing attorney in New York State since 1988, as the managing attorney of the Law Office of Brian Rayhill for the past five years. An experienced advocate, counselor and litigator, Mr. Rayhill brings legal knowledge and perspective to the Company’s Board. William B. Roberts, 87, has been a director of the Company since its formation in March 1991. From 1981 until his retirement at the end of 2020, he was the President of Monmouth Capital Corp., an investment firm that specialized in management buyouts. Having spent decades in the business of finance, Mr. Roberts brings to the Company’s Board his perspective and judgment regarding means of financing its business. James E. Walker III, 62, has been a director of the Company since August 2022. Mr. Walker is Managing Partner and Founder of Vinson Ventures, LLC (“Vinson Ventures”), a boutique investment firm focused on building and growing early-stage companies, and the Executive Chairman of IntellPro, a SaaS based investment management software product for the asset management industry. Prior to starting Vinson Ventures, from June 2020 to August 2021, Mr. Walker served as CEO and Partner at Palm Ventures, LLC, a private investment firm in Greenwich, CT. From November 2017 to present, Mr. Walker has been a member of the board of directors of Starwood Real Estate Trust, a private real estate investment firm, and has served as the lead independent director. From 2018 to present, Mr. Walker has also served as a senior partner at Jadian Capital, an alternative investment firm. From 2008 through 2017, Mr. Walker was a Managing Partner of Fir Tree Partners (“Fir Tree”), a global alternative asset management firm. Prior to joining Fir Tree, Mr. Walker was a co-founder and Managing Partner of Black Diamond, a privately held alternative asset management firm. Mr. Walker began his career in investment banking at Kidder and Bear Stearns. In June 2023, Mr. Walker joined the board of Emeco, an Australian mining equipment rental business. Mr. Walker has served as a director of Clarus Corporation, a global company focused on the outdoor and consumer enthusiast markets, since February 2022. Mr. Walker also became a member of the advisory board for certain funds managed by Black Diamond in January 2022. Mr. Walker brings to the Board his extensive investment management experience. Gregory S. Washer, 63, has been a director of the Company since June 2007. He was the President and owner of Clean Fun Promotional Marketing (“Clean Fun”), a promotional marketing company, from its founding in 1986 through its sale in September 2014. He continued to act as a consultant to Clean Fun through August 2017, and is now retired. Mr. Washer contributes to the Board significant organizational and operational management skills, combined with a wealth of experience in promotion and marketing of services.

  3. Nominations

    Daniel S. Wood, 65, has been a director of the Company since July 2001. Mr. Wood was President of Carclo Technical Plastics (“Carclo”), a manufacturer of custom injection moldings, from September 2000 until his retirement in April 2007. Previously, from 1988 to September 2000, he was the Chief Operating Officer and co-owner of Carrera Corporation, the predecessor to the business of Carclo. As President of Carclo, Mr. Wood was responsible for the overall operation of that company and for the quality and integrity of its financial statements. He brings to the Board the knowledge and perspective useful in evaluating the Company’s financial statements, and broad organizational and management skills. Committees The Board of Directors has established an Audit Committee, a Compensation Committee, and a Nominating Committee. Each of these three committees operates under a written charter, adopted by the Board. The charters are available on the Company’s website, https://ir.consumerportfolio.com/corporate-governance. The Board has concluded that each member of these three committees (and every director other than Mr. Bradley, the Company's chief executive officer), is independent in accordance with the director independence standards prescribed by Nasdaq, and has determined that none of them have a material relationship with the Company that would impair their independence from management or otherwise compromise the ability to act as an independent director. The Audit Committee has (i) reviewed and discussed the Company’s audited consolidated financial statements for the year ended December 31, 2023 with the Company’s management; (ii) discussed with Crowe LLP (“Crowe”), the Company’s independent auditors for the fiscal year ended December 31, 2023, the matters required to be discussed by the applicable requirements as adopted by the Public Company Accounting Oversight Board (the “PCAOB”) and the Securities and Exchange Commission (the “SEC”), and (iii) received the written disclosures and the letter from Crowe required by applicable requirements of the PCAOB regarding Crowe’s communications with the Audit Committee concerning its independence, and discussed with Crowe its independence. Based on these reviews and discussions, the Audit Committee recommended to the Board that the audited consolidated financial statements for the year ended December 31, 2023 be included in the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2023. The members of the Audit Committee are Mr. Rayhill (chairman), Mr. Grasso, Mr. Washer, and Mr. Wood. The Board has determined that each Audit Committee member is independent as defined under Nasdaq Listing Rules and Rule 10A-3(b)(1) of the Exchange Act. The Audit Committee is empowered by the Board to review the financial books and records of the Company in consultation with the Company’s accounting and auditing staff and its independent auditors and to review with the accounting staff and independent auditors any questions that may arise with respect to accounting and auditing policy and procedure. The Board has further determined that Mr. Wood has the qualifications and experience necessary to serve as an “audit committee financial expert” as such term is defined in Item 407 of Regulation S-K promulgated by the SEC. Mr. Wood, as president of Carclo, was responsible for the preparation and evaluation of the audited financial statements of that company. The members of the Compensation Committee are Mr. Wood (chairman), Mr. Grounds, and Mr. Roberts. The Board has determined that each member of the Compensation Committee is independent under the Nasdaq listing standards and a “non-employee director” as defined in Rule 16b-3 promulgated under the Exchange Act. The Compensation Committee makes determinations as to general levels of compensation for all employees of the Company and the annual salary of each of the executive officers of the Company, and administers the Company’s compensation plans. Those plans include the Company’s Executive Management Bonus Plan and the CPS 2006 Long-Term Equity Incentive Plan. The members of the Nominating Committee are Mr. Washer (chairman), Mr. Grounds, and Mr. Rayhill. The Board has determined that each member of the Nominating Committee is independent under the Nasdaq listing standards. Nominations for Board positions are made on behalf of the Board by the Nominating Committee. The Board and the Nominating Committee believe that it is and remains appropriate to operate without a formal policy with regard to any director candidates who may in the future be recommended by shareholders. The Nominating Committee would consider such recommendations. When considering a potential nominee, the Nominating Committee considers the benefits to the Company of such nomination, based on the nominee’s skills and experience related to managing a significant business, the willingness and ability of the nominee to serve, and the nominee’s character and reputation. The Company does not have a policy regarding the consideration of diversity in identifying nominees for director. Shareholders who wish to suggest individuals for possible future consideration for Board positions should direct written correspondence to the Secretary of the Company at the Company’s principal executive office, indicating whether the shareholder wishes to communicate with the Nominating Committee or with the Board as a whole. The present policy of the Company is to forward all such correspondence to the designated members of the Board. There have been no changes in the procedures regarding shareholder recommendations in the past year. Shareholder Communications Shareholders may send communications to the Board. Shareholders who wish to communicate with the Board should direct written correspondence to the Secretary of the Company at the Company’s principal executive office. The present policy of the Company is to forward all such correspondence to the designated members of the Board. Meetings of the Board The Board held six meetings during 2023. The Audit Committee met five times during 2023, including at least one meeting per quarter to review the Company’s financial statements, while the Compensation Committee met one time during 2023. The Nominating Committee met once during 2023. Each director attended at least 75% of the meetings of the Board and its committees that such individual was eligible to attend in 2023. The Company does not have a policy of encouraging directors to attend or discouraging directors from attending its annual meetings of shareholders. The Chairman and Chief Executive Officer, and no other directors, attended last year’s annual meeting of shareholders. THE BOARD RECOMMENDS A VOTE "FOR" EACH OF THE NOMINEES ABOVE.

  4. Compensation Discussion and Analysis

    | • | Proposing annual merit increases to the base salaries of the other executive officers; | | • | Establishing annual individual performance objectives for the other executive officers and evaluating their performance against such objectives (the Committee reviews these performance evaluations); and | | • | Making recommendations, from time to time, for special stock option and restricted stock grants (e.g., for motivational or retention purposes) to other executive officers. |

  5. Compensation Discussion and Analysis

    The Compensation Committee has from time to time considered providing additional elements of executive compensation. It has considered elements such as restricted stock awards, restricted stock units, compensation contingent on a change in control, defined benefit pension plans, deferred cash compensation, and supplemental retirement plans (supplemental in the sense that they exceed the limits for tax advantaged treatment). To date, the Compensation Committee has elected not to pay compensation in such forms, having determined that the Company’s objectives are better met by one or more of the elements of compensation that it does pay. Regarding restricted stock and restricted stock units, the Compensation Committee has noted that any form of equity equivalent to or closely tied to common stock does serve to meet the objective of aligning officers’ personal interest with that of the shareholders generally. The Compensation Committee believes, however, that the objective is better met by grants of stock options than by grants of share equivalents, because recipients of the grants will face the same degree of variance in results at a lesser cost to the Company, when option grants are compared to grants of restricted stock units. Further, unlike restricted stock, option grants will not provide a reward to the holder absent an improvement over time in the Company’s stock price. The Compensation Committee has elected not to provide material perquisites as compensation, having determined that cash is a better medium of exchange. Regarding compensation that would be payable contingent on a change in control of the Company, the Compensation Committee believes that there are certain legitimate objectives to be met by such contingent compensation. As of the date of this proxy statement, however, no such contingent compensation plans are in place. Regarding defined benefit pension plans, deferred cash compensation and supplemental retirement plans, the Compensation Committee believes that the Company’s retention objective is better met by straight cash payments, whether in the form of base salary or in the form of bonus compensation. In particular with respect to plans for deferred compensation, the Committee believes those make sense for the Company and for the recipient only on the basis of assumptions regarding future tax rates payable by each. Having no assurance that such assumptions would be correct, the Compensation Committee has chosen not to put into place any special deferred compensation programs for the Company’s executive officers. Those officers do participate in a Company-sponsored tax-deferred savings plan, commonly known as a 401(k) plan, on the same terms available to Company employees generally. The Compensation Committee may in the future revisit its conclusions as to any of the components discussed above, or may consider other forms of compensation. The Base Salary Element With respect to the retention objective, the Compensation Committee considers an executive’s base salary to be the most critical component. Acting primarily on the basis of recommendations of the Chief Executive Officer, the Compensation Committee adjusts other officers’ base salaries annually, with the adjustment generally consisting of a 2% to 10% increase from the prior year’s rate. Where exceptional circumstances apply, such as recruitment of a new executive officer, a promotion to executive officer status or a special need to retain an individual officer, the Chief Executive Officer may recommend, and the Compensation Committee may approve, a larger increase. The Company’s general approach in setting the annual compensation of its named executive officers is to set those officers’ base compensation by reference to their base rates for the preceding year. During the year ended December 2023, the Company’s Chief Executive Officer, Charles E. Bradley, Jr., received $995,000 in base salary. In setting that rate in the first quarter of 2023, the Compensation Committee considered the base salary rate that the Company had paid in the prior year ($995,000), the desirability of providing an annual increase, the desirability of ensuring retention of the services of the Company’s incumbent Chief Executive Officer, the Company’s financial performance, and the levels of Chief Executive Officer compensation prevailing among other financial services companies. The Compensation Committee considered whether to adjust officers’ base compensation for 2023, and determined not to increase the base rate for the Chief Executive Officer The Compensation Committee increased the base rate for each of the other named executive officers in conjunction with each of their respective promotions in late 2022. The Annual Incentive Bonus (Executive Management Bonus Plan) element To encourage executive officers and key management personnel to exercise their best efforts and management skills toward causing the Company to meet its overall objective, and toward achieving designated specific individual objectives, the Company has implemented an Executive Management Bonus Plan, with annual payouts. Under the Company’s bonus plan as applied to the year ended December 2023 the Company’s president was eligible to receive a cash bonus of up to 170% of his base salary and the executive vice presidents were eligible to receive a cash bonus of up to 140% of their base salaries. The Chief Executive Officer was eligible to receive a cash bonus of up to 600% of his base salary. The implementation of this element for the named executive officers for the year 2023 is discussed below. The Long-Term Incentive Compensation Element The Compensation Committee also awards incentive and non-qualified stock options under the Company’s stock option plans. Such awards are designed to assist in the retention of key executives and management personnel and to create an incentive to create shareholder value over a sustained period of time. The Company believes that stock options are a valuable tool in compensating and retaining employees. Because the exercise price of all options granted is equal to or above the fair market value of CPS Common Stock on the date of grant, the option holders may realize value only if the stock price appreciates from the price on the date the options were granted. This design is intended to focus executives on the enhancement of shareholder value over the long term. During the year ended December 31, 2023, the Compensation Committee did not grant stock options to the Company’s executive officers. Other Elements The Company also maintains certain broad-based employee benefit plans, such as medical and dental insurance, and a qualified defined contribution retirement savings plan (401(k) plan), in which executive officers are permitted to participate. Such officers participate on the same terms as non-executive personnel who meet applicable eligibility criteria, and are subject to any legal limitations on the amounts that may be contributed or the benefits that may be payable under the plans. The Company does not maintain any form of defined benefit pension or retirement plan in which executive officers may participate, nor does it maintain any form of supplemental retirement savings or supplemental deferred compensation plan. Exercise of Discretion

  6. Summary Compensation Table

    Summary Compensation Table

  7. Summary Compensation Table

    | Name and Principal Position (1) | Year | Salary | Non-Equity Incentive Plan Compensation | Option Awards (2) | All Other Compensation (3) | Total | | Charles E. Bradley, Jr. | 2023 | $995,000 | $3,005,000 | $– | $342 | $4,000,342 | | Chief Executive Officer | 2022 | 995,000 | 3,980,000 | 5,885,850 | 351 | 10,861,201 | | | 2021 | 995,000 | 2,900,000 | 795,300 | 360 | 4,690,660 | | Michael T. Lavin | 2023 | 452,000 | 582,063 | – | 342 | 1,034,405 | | President | 2022 | 411,000 | 575,000 | 448,200 | 351 | 1,434,551 | | & Chief Operating Officer | 2021 | 411,000 | 575,000 | 238,590 | 360 | 1,224,950 | | Danny Bharwani | 2023 | 371,000 | 385,655 | – | 342 | 756,997 | | Executive Vice President | 2022 | 331,000 | 324,000 | 298,800 | 351 | 954,151 | | & Chief Financial Officer | | | | | | | | Teri L. Robinson | 2023 | 386,000 | 413,406 | – | 342 | 799,748 | | Executive Vice President | 2022 | 368,000 | 401,000 | 298,800 | 351 | 1,068,151 | | - Sales & Originations | 2021 | 368,000 | 403,000 | 159,060 | 360 | 930,420 | | Laurie A. Straten | 2023 | 386,000 | 367,472 | – | 342 | 753,814 | | Executive Vice President | 2022 | 368,000 | 361,000 | 298,800 | 351 | 1,028,151 | | - Servicing | 2021 | 368,000 | 359,000 | 159,060 | 360 | 886,420 |

  8. Summary Compensation Table

    | (1) Mr. Bharwani was appointed chief financial officer of the Company in September 2022. | | (2) Represents the dollar value accrued for financial accounting purposes in connection with the grant of such options, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 and SFAS 123R. Value was estimated using a Black-Scholes model for 2021 and 2022. For the options granted on January 24, 2022 (comprising 750,000 options granted to Mr. Bradley), the weighted average fair value per option was $5.8558, based on assumptions of 4.11 years expected life, expected volatility of 75.26%, and a risk-free rate of 1.43%. For the options granted on June 24, 2022 (comprising all of the other options granted to named executive officers in 2022), the weighted average fair value per option was $4.98, based on assumptions of 4.11 years expected life, expected volatility of 75.15%, and a risk-free rate of 3.13%. For the year 2021 the weighted average fair value per option was $2.6510, based on assumptions of 4.11 years expected life, expected volatility of 71.38%, and a risk-free rate of 0.51%. | | (3) Amounts in this column represent premiums paid by the Company for group life insurance. |

  9. Grants of Plan-Based Awards in Last Fiscal Year

    Grants of Plan-Based Awards in Last Fiscal Year In the year ended December 31, 2023, we did not grant any options, stock awards or stock appreciation rights to any of our named executive officers. Our named executive officers were eligible for awards under our Executive Management Bonus Plan. The table below provides information regarding the awards granted to the named executive officers in 2023.

  10. Grants of Plan-Based Awards

    Grants of Plan-Based Awards

  11. Grants of Plan-Based Awards

    | | Estimated future payouts under non-equity incentive plan awards | | | | Name | Threshold | Target | Maximum | | Mr. Bradley | $– | $5,970,000 | $5,970,000 | | Mr. Lavin | – | 723,200 | 723,200 | | Mr. Bharwani | – | 519,400 | 519,400 | | Ms. Robinson | – | 540,400 | 540,400 | | Ms. Straten | – | 540,400 | 540,400 |

  12. Grants of Plan-Based Awards

    The “target” and “maximum” figures appearing in the table above represent the maximum cash payout under the individual executives’ Executive Management Bonus Plan awards as of the date the incentive was fixed. The actual payout to each individual named in the table above has been determined and paid prior to the date of this proxy statement. That amount was in each case less than the maximum (approximately 50% of the maximum, in the case of the Chief Executive Officer). The respective actual payments are described below, and appear above in the Summary Compensation Table under the heading “Non-Equity Plan Compensation.” Because each non-equity incentive plan award has been settled and paid, the future payout under such awards as of the date of this proxy statement is in each case zero. Executive Management Bonus Plan The Executive Management Bonus Plan award granted to the Chief Executive Officer, Mr. Bradley, called for him to meet as many as possible of seven separate operational and financial objectives within the year 2023. The Compensation Committee assigned to each of those objectives a value as a percentage of base salary. The objectives and their weightings were as follows: (I) to meet or exceed the Company’s quarterly budget (25% each quarter, total of 100%), (II) to execute four rated securitization transactions (25% each, 100% total), (III) to increase the Company’s annual originations of receivables to each of four targets (100% in the aggregate, creditable pro rata for reaching target amounts of $1.2 billion, $1.3 billion, $1.4 billion, and $1.5 billion), (IV) to decrease core operating expenses by up to 1% (up to 100%, creditable pro rata for the portion of the 1% achieved), (V) to maintain the annualized delinquency rate or lower by one percent (25% if the rate is maintained or 50% if the rate is lowered by one percent ), (VI) to maintain the annualized loss rate or lower by one percent (25% if the rate is maintained or 50% if the rate is lowered by one percent), (VII) and to cause CPS Common Stock to trade in excess of each of four targets (100% in the aggregate, creditable in increments of 25% for reaching prices of $12.00, $13.00, $14.00, and $15.00 per share). The total of the seven weightings is 600%; accordingly, the target and maximum possible value to that officer of the award was 600% of his base salary for 2023. The Compensation Committee evaluated the Chief Executive Officer’s performance in comparison to the goals. The Compensation Committee determined that the budget objective was met in each of the four quarters of 2023, and credited the Chief Executive Officer with the maximum value, or 100%. The Compensation Committee noted that the Company had executed four rated securitizations during the year representing the full creditable performance of 100%. It determined that our originations volume exceeded $1.357 billion for the year, for which the Compensation Committee awarded 62%. The Compensation Committee noted that the Company decreased core operating expenses by 0.4% representing a creditable performance of 40% for that objective. The Compensation Committee determined that the annualized delinquency rates were not maintained or lowered and found no credit was earned in that respect. The Compensation Committee also found that the annualized loss rate was not maintained or lowered and found no credit was earned for that objective. The Compensation Committee noted that the stock price objective was not met with respect to any of the four targets and found no credit was earned in that respect. The aggregate valuation of all creditable performance for the Chief Executive Officer was thus 302%, which would imply a bonus payment under our Executive Management Bonus Plan of $3,005,0000. The Committee approved payments to the chief executive of a cash bonus in the full implied amount. The Executive Management Bonus Plan awards granted to the named executive officers other than the Chief Executive Officer are evaluated on a more subjective basis, and were set by the Compensation Committee in consultation with and on the recommendation of the Chief Executive Officer. The factors used in determining the non-equity incentive plan payment amount for the president, Mr. Lavin, are these: (I) an evaluation of the executive’s skills and performance, 51%, (II) whether the executive has met one individual objective approved by the Compensation Committee, 17%, (III) a subjective evaluation of that executive’s departments, 59.5%, and (IV) a discretionary allocation recommended by the chief executive officer and approved by the Compensation Committee, 42.5%. Numerical scores are assigned to each of these factors, up to the maximum percentages stated herein, and can result in a maximum payment amount of 170% of base compensation. Similar factors are used in determining the amount of the non-equity incentive plan amount for the executive officers who are executive vice presidents of the Company, including the named executive officers, Mr. Bharwani, Ms. Robinson, and Ms. Straten: (I) skills and performance, 42%, (II) one individual objective, 14%, (III) a subjective evaluation of that executive’s department, 49%, and (IV) a discretionary allocation, 35%. Numerical scores are assigned to each of these factors, up to the maximum percentages stated herein, and can result in a maximum payment amount of 140% of base compensation. Following the end of the year 2023, our Compensation Committee evaluated each named executive officer’s performance in relation to these standards and goals. With respect to the individual factors, the Compensation Committee, acting in part on the advice of our Chief Executive Officer, determined that creditable performance for 2023 for each named executive officer other than the Chief Executive Officer was as set forth below:

  13. Grants of Plan-Based Awards

    | | Maximum percentage | Creditable percentage (rounded to nearest tenth) | Base Salary | Result (rounded to nearest $1000) | | Mr. Lavin | 170% | 128.78% | $452,000 | $582,000 | | Mr. Bharwani | 140 | 103.95 | 371,000 | 386,000 | | Ms. Robinson | 140 | 107.10 | 386,000 | 413,000 | | Ms. Straten | 140 | 95.20 | 386,000 | 367,000 |

  14. Grants of Plan-Based Awards

    On that basis, the Compensation Committee approved payments to these named executive officers in the amounts shown in the rightmost column.

  15. Outstanding Equity Awards at Fiscal Year-end

    Outstanding Equity Awards at Fiscal Year-end The following table sets forth as of December 31, 2023 the number of unexercised options held by each of the named executive officers, the number of shares subject to then exercisable and unexercisable options held by such persons and the exercise price and expiration date of each such option. Each option referred to in the table was granted at an option price per share no less than the fair market value per share on the date of grant. None of such individuals holds a stock award; accordingly, only information concerning option awards is presented.

  16. Outstanding Equity Awards at Fiscal Year-end

    | Name | Number of securities underlying unexercised options (exercisable) | Number of securities underlying unexercised options (unexercisable) | Option exercise price | Option expiration date | | Charles E. Bradley, Jr. | 300,000 | – | $4.35 | 5/17/2024 | | | 300,000 | – | 3.48 | 5/9/2025 | | | 300,000 | – | 3.53 | 8/8/2026 | | | 180,000 | 60,000(1) | 2.47 | 6/1/2027 | | | 150,000 | 150,000(2) | 4.95 | 8/3/2028 | | | 187,500 | 562,500(3) | 10.32 | 1/24/2029 | | | 75,000 | 225,000(4) | 10.25 | 6/24/2029 | | Michael T. Lavin | 90,000 | – | $4.35 | 5/17/2024 | | | 90,000 | – | 3.48 | 5/9/2025 | | | 90,000 | – | 3.53 | 8/8/2026 | | | 112,500 | 37,500(1) | 2.47 | 6/1/2027 | | | 45,000 | 45,000(2) | 4.95 | 8/3/2028 | | | 22,500 | 67,500(4) | 10.25 | 6/24/2029 | | Danny Bharwani | 60,000 | – | $4.35 | 5/17/2024 | | | 60,000 | – | 3.48 | 5/9/2025 | | | 60,000 | – | 3.53 | 8/8/2026 | | | 45,000 | 15,000(1) | 2.47 | 6/1/2027 | | | 30,000 | 30,000(2) | 4.95 | 8/3/2028 | | | 15,000 | 45,000(4) | 10.25 | 6/24/2029 | | Teri L. Robinson | 60,000 | – | $4.35 | 5/17/2024 | | | 60,000 | – | 3.48 | 5/9/2025 | | | 60,000 | – | 3.53 | 8/8/2026 | | | 60,000 | 20,000(1) | 2.47 | 6/1/2027 | | | 30,000 | 30,000(2) | 4.95 | 8/3/2028 | | | 15,000 | 45,000(4) | 10.25 | 6/24/2029 | | Laurie A. Straten | 60,000 | – | $4.35 | 5/17/2024 | | | 60,000 | – | 3.48 | 5/9/2025 | | | 60,000 | – | 3.53 | 8/8/2026 | | | 60,000 | 20,000(1) | 2.47 | 6/1/2027 | | | 30,000 | 30,000(2) | 4.95 | 8/3/2028 | | | 15,000 | 45,000(4) | 10.25 | 6/24/2029 |

  17. Outstanding Equity Awards at Fiscal Year-end

    | (1) Becomes exercisable as to the unexercisable portion on June 01, 2024. | | (2) Becomes exercisable as to cumulative increments of one-half of the unexercisable portion on August 3, 2024 and 2025. | | (3) Becomes exercisable as to cumulative increments of one-half of the unexercisable portion on January 24, 2025 and 2026. | | (4) Becomes exercisable as to cumulative increments of one-third of the unexercisable portion on June 24, 2024, 2025 and 2026. |

  18. Option Exercises in Last Fiscal Year

    Option Exercises in Last Fiscal Year All of the five named executive officers exercised stock options during 2023. The table below shows the realized value and the number of options exercised for those individuals. None of our officers hold stock awards; accordingly, no stock awards vested during 2023.

  19. Option Exercises and Stock Vested

    Option Exercises and Stock Vested

  20. Option Exercises and Stock Vested

    | | Value realized on exercise (1) | Number of shares acquired on exercise | | Mr. Bradley | $2,505,504 | 370,001 | | Mr. Lavin | 956,700 | 225,000 | | Mr. Bharwani | 975,100 | 175,000 | | Ms. Robinson | 778,800 | 180,000 | | Ms. Straten | 663,900 | 175,000 |

  21. Option Exercises and Stock Vested

    | (1) The value realized is the difference between the fair market value of CPS Common Stock on the date of exercise (the closing price reported by Nasdaq) and the exercise price of the option. |

  22. Director Compensation

    Director Compensation Throughout 2023, we paid our non-employee directors a retainer of $6,000 per month, with an additional fee of $700 per month for service on a Board committee ($1,200 for a committee chairman). Non-employee directors also received per diem fees of $1,000 for attendance in person at meetings of the Board, or $500 for attendance by telephone. No per diem fees are paid for attendance at committee meetings. The following table summarizes compensation received by our directors for the year 2023:

  23. Director Compensation

    | Name of Director | Fees Earned or Paid in Cash (1) | Total | | Charles E. Bradley, Jr. (2) | $– | $– | | Stephen H. Deckoff | 74,000 | 74,000 | | Louis M. Grasso | 83,400 | 83,400 | | William W. Grounds | 91,800 | 91,800 | | Brian J. Rayhill | 106,200 | 106,200 | | William B. Roberts | 82,400 | 82,400 | | James E. Walker III | 75,000 | 75,000 | | Gregory S. Washer | 97,800 | 97,800 | | Daniel S. Wood | 106,200 | 106,200 |

  24. Director Compensation

    | (1) This column reports cash compensation earned in 2023 for Board and committee service. | | (2) Mr. Bradley's compensation as chief executive officer of the Company is described elsewhere in this report. He received no additional compensation for service on the Company's Board of Directors. |

  25. Potential Payments Upon Termination or Change of Control

    Potential Payments Upon Termination or Change of Control This section provides information regarding payments and benefits to the named executive officers that would be triggered by termination of the officer’s employment (including resignation, or voluntary termination; severance, or involuntary termination; and retirement) or a change of control of the Company. Each of the named executive officers is an at-will employee and, as such, does not have an employment contract. In addition, if the officer’s employment terminates for any reason other than a change of control of the Company, any unvested stock options are terminated, and vested options become subject to accelerated expiration: ordinarily three months following separation from service, or twelve months in the case of disability, retirement or death. Accordingly, there are no payments or benefits that are triggered by any termination event (including resignation and severance) other than in connection with a change of control of the Company.

  26. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE Pay versus Performance Chart Pursuant to Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K , we are providing the following information for the four most recent fiscal years. The Compensation Committee did not consider the disclosures below in making its compensation decisions. For information on our compensation decisions and policies related to Company performance, see the “Compensation Discussion and Analysis” section above. The following tables and related disclosures provide information about (i) the total compensation of our principal executive officer (“PEO”) and our non-PEO Named Executive Officers (collectively, the “NEOs”) as presented in the “Summary Compensation Table” (the “SCT”) section above, (ii) the “compensation actually paid” (“CAP”) to our PEO and our and non-PEO NEOs, as calculated pursuant to Item 402(v), (iii) certain financial performance measures, and (iv) the relationship of the CAP to those financial performance measures.

  27. PAY VERSUS PERFORMANCE

    | Year | Summary Compensation Table Total for PEO (1) | Compensation Actually Paid to PEO (1) (2) | Average Summary Compensation Table Total for Non-PEO NEOs (1) | Average Compensation Actually Paid to Non-PEO NEOs (1)(2) | Value of Initial Fixed $100 Investment Based On: | | Net Income | Diluted EPS (4) | | | | | | | Total Shareholder Return (3) | Peer Group Total Shareholder Return (3) | | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2023 | $4,000,342 | $4,586,692 | $836,241 | $998,575 | $105.88 | $197.35 | $45,343,000 | $1.80 | | 2022 | 10,861,201 | 4,422,946 | 979,271 | (33,768) | 262.61 | 160.79 | 85,983,000 | 3.23 | | 2021 | 4,690,660 | 10,294,090 | 1,023,185 | 2,586,673 | 351.63 | 191.16 | 47,524,000 | 1.84 | | 2020 | 3,914,056 | 5,093,755 | 905,150 | 1,331,479 | 125.82 | 108.15 | 21,677,000 | 0.90 |

  28. PAY VERSUS PERFORMANCE

    | (1) In each year identified, our PEO was Mr. Bradley. For the fiscal year ended December 31, 2023, our non-PEO NEOs were Mr. Lavin, Mr. Bharwani, Ms. Robinson, and Ms. Straten. For the fiscal year ended December 31, 2022, our non-PEO NEOs were Mr. Lavin, Mr. Bharwani, Ms. Robinson, Ms. Straten, and Mr. Fritz. For the fiscal years ended December 31, 2020 and 2021, our non-PEO NEOs were Mr. Fritz, Mr. Lavin, Ms. Robinson, and Ms. Straten. |

  29. PAY VERSUS PERFORMANCE

    | (2) The table below describes adjustments made to the calculation of CAP in accordance with Item 402(v) of Regulation S-K, to the amounts previously reported in the SCT. The adjustments are as follows: |

  30. PAY VERSUS PERFORMANCE

    | | PEO | PEO | PEO | PEO | Average for Non-PEO NEOs | Average for Non-PEO NEOs | Average for Non-PEO NEOs | Average for Non-PEO NEOs | | Fiscal Year | 2023 | 2022 | 2021 | 2020 | 2023 | 2022 | 2021 | 2020 | | Summary Compensation Table Total | $4,000,342 | $10,861,201 | $4,690,660 | $3,914,056 | $836,241 | $979,271 | $1,023,185 | $905,150 | | Deduct Amounts Reported under the “Option Awards” in the SCT | – | (5,885,850) | (795,300) | (318,696) | – | (268,920) | (198,825) | (132,790) | | Add the fair value as of the end of the covered fiscal year of all awards granted during the covered fiscal year that are outstanding and unvested as of the end of the covered fiscal year | – | (1,280,850) | 1,836,900 | 357,120 | – | (70,578) | 459,225 | 148,800 | | Add the amount equal to the change as of the end of the covered fiscal year (from the end of the prior fiscal year) in fair value (whether positive or negative) of any awards granted in any prior fiscal year that are outstanding and unvested as of the end of the covered fiscal year | (187,830) | 2,212,695 | 4,467,225 | 1,170,000 | 10,655 | (798,133) | 1,273,656 | 417,500 | | Add, for awards that are granted and vest in the same year, the fair value as of the vesting date | – | – | – | – | – | – | – | – | | Add the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value (whether positive or negative) of any awards granted in any prior fiscal year for which all applicable vesting conditions were satisfied at the end of or during the covered fiscal year | 774,180 | 451,695 | 94,605 | (28,725) | 151,679 | 124,592 | 29,431 | (7,181) | | Subtract, for any awards granted in any prior fiscal year that fail to meet the applicable vesting conditions during the covered fiscal year, the amount equal to the fair value at the end of the prior fiscal year | – | (1,935,945) | – | – | – | – | – | – | | Compensation Actually Paid | $4,586,692 | $4,422,946 | $10,294,090 | $5,093,755 | $998,575 | $(33,768) | $2,586,673 | $1,331,479 |

  31. PAY VERSUS PERFORMANCE

    | (3) Total Shareholder Return assumes $100 was invested in our common stock and in a peer group on December 31, 2019 and assumes the reinvestment of dividends and is cumulative for the measurement periods beginning on that date and ending on the last fiscal day in 2023, 2022, 2021, and 2020, respectively. The peer group is represented by the Nasdaq OMX Financial Services Index. | | (4) In the Company’s assessment as required by Item 402(v), Diluted EPS is the financial performance measure that is the most important financial performance measure (other than total shareholder return and net income) used by the Company for the most recently completed fiscal year to link CAP to performance. |

  32. PAY VERSUS PERFORMANCE

    Relationship Between Compensation Actually Paid and Cumulative Total Shareholder Return (Company and Peer Group) The graph below shows the relationship between (A) (i) the CAP to our PEO and the average CAP to the non-PEO NEOs, and (ii) the Company’s total shareholder returns, and (B) the Company’s total shareholder return versus the peer group’s total shareholder returns across the last four completed fiscal years. Relationship Between Compensation Actually Paid and Net Income The graph below shows the relationship between (i) the CAP to our PEO and the average CAP to the non-PEO NEOs, and (ii) the Company’s net income during the last four completed fiscal years. Relationship Between Compensation Actually Paid and Diluted EPS The graph below shows the relationship between (i) the CAP to our PEO and the average CAP to the non-PEO NEOs, and (ii) the Diluted EPS. Financial Performance Measures In accordance with Item 402(v) of Regulation S-K below is an unranked list of financial performance measures which in our assessment represents the most important financial measures used by the Company to link CAP to the PEO and non-PEO NEOs for the most recently completed fiscal year.

  33. PAY VERSUS PERFORMANCE

    | Diluted EPS | | Revenue | | Net Interest Margin |