AMERICAS CARMART INC
For the period ended Sep 25, 2025. Filed Aug 15, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Sep 25, 2025 · Filed Aug 15, 2025
Contents
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 2025. For a discussion of how the compensation committee seeks to align pay with performance when making executive compensation decisions, see “Executive Compensation - Compensation Discussion and Analysis” beginning on page 19 of this proxy statement.
Pay Versus Performance Table
| Fiscal Year · Summary Compensation Table Total for Current PEO (a)($) · Summary Compensation Table Total for Former PEO (a)($) · Compensation Actually Paid to Current PEO (a) (b) (c)($) · Compensation Actually Paid to Former PEO (a) (b) (c)($) · Average Summary Compensation Table Total for Non-PEO NEOs (a)($) · Average Compensation Actually Paid to Non-PEO NEOs (a)(b) (c)($) · Value of Initial Fixed $100 Investment Based On: (d) · Net Income (loss)(in millions) · SG&A per Average Customer (e) | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Total Shareholder Return ($) · Peer Group Total Shareholder Return($) | ||||||||||
| 2025 | $1,553,513 | N/A | $(145,647) | N/A | $991,226 | $880,744 | $71.9 | $274.2 | $17.9 | $1,823 |
| 2024 | $8,446,835 | $1,156,721 | $2,889,896 | $1,072,413 | $633,239 | $149,988 | $86.8 | $248.6 | $(31.4) | $1,735 |
| 2023 | N/A | $928,554 | N/A | $683,679 | $1,918,019 | $2,676,532 | $121.9 | $200.6 | $20.4 | $1,778 |
| 2022 | N/A | $948,093 | N/A | $(12,096,573) | $523,772 | $(2,611,365) | $122.6 | $174.5 | $95.0 | $1,672 |
| 2021 | N/A | $797,506 | N/A | $17,578,077 | $440,770 | $4,752,059 | $228.7 | $199.1 | $104.8 | $1,541 |
(a)Douglas W. Campbell was our PEO for fiscal years 2025 and 2024 beginning October 1, 2023. Jeffrey A. Williams was our PEO for fiscal years 2021 through 2024 ending September 30, 2024. Mr. Williams served as Chief Executive Officer Emeritus for the remainder of fiscal year 2024. The non-PEO NEOs reflected in the tabular disclosure above represent the following individuals:
| Fiscal 2021 | Fiscal 2022 | Fiscal 2023 | Fiscal 2024 | Fiscal 2025 |
|---|---|---|---|---|
| Vickie D. Judy | Vickie D. Judy | Vickie D. Judy | Vickie D. Judy | Vickie D. Judy |
| Leonard L. Walthall | Leonard L. Walthall | Douglas W. Campbell | Jamie Z. Fischer | |
| Leonard L. Walthall | ||||
(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 27 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
| Fiscal Year · Summary Compensation Table Total for Current PEO · Exclusion of Change in Pension Value for Current PEO · Exclusion of Stock Awards and Option Awards for Current PEO · Inclusion of Equity Values for Current PEO · Compensation Actually Paid to Current PEO | |||||||
|---|---|---|---|---|---|---|---|
| 2025 | $1,553,513 | $ | - | $ | - | $(1,699,160) | $(145,647) |
| 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 | ||
| Fiscal Year · Summary Compensation Table Total for Former PEO · Exclusion of Change in Pension Value for Former PEO · Exclusion of Stock Awards and Option Awards for Former PEO · Inclusion of Equity Values for Former PEO · Compensation Actually Paid to Former PEO | |||||||
|---|---|---|---|---|---|---|---|
| 2025 · N/A · N/A · N/A · N/A · N/A | |||||||
| 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 |
Average Non-PEO NEOs SCT Total to CAP Reconciliation
| 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 | |||||||
|---|---|---|---|---|---|---|---|
| 2025 | $991,226 | $ | - | $(275,005) | $164,523 | $880,744 | |
| 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 |
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
| Fiscal Year · Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Current PEO · Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards Granted in a Prior Year for Current PEO · Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Current PEO · Change in Fair Value from Last Day of Prior Year to Vesting Date of Equity Awards Granted in a Prior Year that Vested During Year for Current PEO · Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Current PEO · Total - Inclusion of Equity Values for Current PEO | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| 2025 | $ | - | $(971,772) | $ | - | $(727,388) | $ | - | $(1,699,160) |
| 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 | |||
| Fiscal Year · Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Former PEO · Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards Granted in a Prior Year for Former PEO · Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Former PEO · Change in Fair Value from Last Day of Prior Year to Vesting Date of Equity Awards Granted in a Prior Year that Vested During Year for Former PEO · Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Former PEO · Total - Inclusion of Equity Values for Former PEO | ||||||||
|---|---|---|---|---|---|---|---|---|
| 2025 · N/A · N/A · N/A · N/A · N/A · N/A | ||||||||
| 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 |
Average Inclusion of Equity Values for Non-PEO NEOs
| 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 | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| 2025 | $272,641 | $(55,150) | $ | - | $(52,968) | $ | - | $164,523 | |
| 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 |
(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 five fiscal years commencing on May 1, 2020 and ending on April 30, 2025. 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, 2025.
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, 2025. 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 prior fiscal years, and we may determine a different financial performance measure to be the most important in future years.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.