AMERICAS CARMART INC, DEF 14A filed on 8/15/2025
Proxy Statement (definitive)
v3.25.2
Cover
 12 Months Ended
Apr. 30, 2025
Document Information [Line Items]  
Document Type DEF 14A
Amendment Flag false
Entity Information [Line Items]  
Entity Registrant Name AMERICA’S CAR-MART, INC.
Entity Central Index Key 0000799850
v3.25.2
Pay vs Performance Disclosure - USD ($)
 12 Months Ended
Apr. 30, 2025
Apr. 30, 2024
Apr. 30, 2023
Apr. 30, 2022
Apr. 30, 2021
Pay vs Performance Disclosure          
Pay vs Performance Disclosure, 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$1,553,513N/A$(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
2023N/A$928,554N/A$683,679$1,918,019$2,676,532$121.9$200.6$20.4$1,778
2022N/A$948,093N/A$(12,096,573)$523,772$(2,611,365)$122.6$174.5$95.0$1,672
2021N/A$797,506N/A$17,578,077$440,770$4,752,059$228.7$199.1$104.8$1,541
        
Company Selected Measure Name selling, general and administrative (“SG&A”) expense per average customer        
Named Executive Officers, Footnote 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 2021Fiscal 2022Fiscal 2023Fiscal 2024
Fiscal 2025
Vickie D. JudyVickie D. JudyVickie D. JudyVickie D. JudyVickie D. Judy
Leonard L. WalthallLeonard L. WalthallDouglas W. Campbell
Jamie Z. Fischer
Leonard L. Walthall
        
Peer Group Issuers, Footnote 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.        
Adjustment To PEO Compensation, Footnote
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
2023N/AN/AN/AN/AN/A
2022N/AN/AN/AN/AN/A
2021N/AN/AN/AN/AN/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
2025N/AN/AN/AN/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
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
2023N/AN/AN/AN/AN/AN/A
2022N/AN/AN/AN/AN/AN/A
2021N/AN/AN/AN/AN/AN/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
2025N/AN/AN/AN/AN/AN/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
        
Non-PEO NEO Average Total Compensation Amount $ 991,226 $ 633,239 $ 1,918,019 $ 523,772 $ 440,770
Non-PEO NEO Average Compensation Actually Paid Amount $ 880,744 149,988 2,676,532 (2,611,365) 4,752,059
Adjustment to Non-PEO NEO Compensation Footnote
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: 
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
        
Compensation Actually Paid vs. Total Shareholder Return
2025 Annual Comp Actual vs TSA v2.jpg
        
Compensation Actually Paid vs. Net Income
2025 Annual Comp Actual vs Net Income V2.jpg
        
Compensation Actually Paid vs. Company Selected Measure
2025 Annual Comp Actual vs SG&A Average Cust V2.jpg
        
Total Shareholder Return Vs Peer Group
2025 Annual Comp Actual vs TSA v2.jpg
        
Tabular List, Table
              Earnings per share 
              Return on equity 
             Selling, general and administrative expense per average customer
        
Total Shareholder Return Amount $ 71.9 86.8 121.9 122.6 228.7
Peer Group Total Shareholder Return Amount 274.2 248.6 200.6 174.5 199.1
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest $ 17,900,000 $ (31,400,000) $ 20,400,000 $ 95,000,000.0 $ 104,800,000
Company Selected Measure Amount 1,823 1,735 1,778 1,672 1,541
Additional 402(v) Disclosure 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. 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.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.        
Current PEO [Member]          
Pay vs Performance Disclosure          
PEO Total Compensation Amount $ 1,553,513 $ 8,446,835      
PEO Actually Paid Compensation Amount $ (145,647) 2,889,896      
Former PEO [Member]          
Pay vs Performance Disclosure          
PEO Total Compensation Amount   1,156,721 $ 928,554 $ 948,093 $ 797,506
PEO Actually Paid Compensation Amount   $ 1,072,413 $ 683,679 $ (12,096,573) $ 17,578,077
Douglas W. Campbell [Member]          
Pay vs Performance Disclosure          
PEO Name Douglas W. Campbell Douglas W. Campbell      
Jeffrey A. Williams [Member]          
Pay vs Performance Disclosure          
PEO Name   Jeffrey A. Williams Jeffrey A. Williams Jeffrey A. Williams Jeffrey A. Williams
PEO | Current PEO [Member] | Aggregate Pension Adjustments Service Cost          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ 0 $ 0      
PEO | Current PEO [Member] | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0 (7,135,076)      
PEO | Current PEO [Member] | Equity Awards Adjustments, Excluding Value Reported in Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (1,699,160) 1,618,137      
PEO | Current PEO [Member] | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0 2,782,921      
PEO | Current PEO [Member] | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (971,772) (1,442,693)      
PEO | Current PEO [Member] | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0 0      
PEO | Current PEO [Member] | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (727,388) 277,909      
PEO | Current PEO [Member] | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ 0 0      
PEO | Former PEO [Member] | Aggregate Pension Adjustments Service Cost          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount   0 $ 0 $ 0 $ 0
PEO | Former PEO [Member] | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount   0 0 0 0
PEO | Former PEO [Member] | Equity Awards Adjustments, Excluding Value Reported in Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount   (84,309) (244,875) (13,044,666) 16,780,571
PEO | Former PEO [Member] | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount   0 0 0 0
PEO | Former PEO [Member] | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount   (411,470) (103,106) (12,105,106) 16,034,174
PEO | Former PEO [Member] | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount   0 0 0 0
PEO | Former PEO [Member] | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount   327,162 (141,769) (939,560) 746,397
PEO | Former PEO [Member] | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount   0 0 0 0
Non-PEO NEO | Measure:: 1          
Pay vs Performance Disclosure          
Name Earnings per share        
Non-PEO NEO | Measure:: 2          
Pay vs Performance Disclosure          
Name Return on equity        
Non-PEO NEO | Measure:: 3          
Pay vs Performance Disclosure          
Name Selling, general and administrative expense per average customer        
Non-PEO NEO | Aggregate Pension Adjustments Service Cost          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ 0 0 0 0 0
Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (275,005) 0 (1,235,867) 0 0
Non-PEO NEO | Equity Awards Adjustments, Excluding Value Reported in Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 164,523 (483,251) 1,994,380 (3,135,136) 4,311,289
Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 272,641 0 2,049,466 0 0
Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (55,150) (425,135) (7,384) (2,665,356) 3,938,090
Non-PEO NEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0 0 0 0 0
Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (52,968) (58,116) (47,703) (469,780) 373,199
Non-PEO NEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ 0 $ 0 $ 0 $ 0 $ 0
v3.25.2
Recovery of Erroneously Awarded Compensation - Restatement Determination Date:: 2023-11-30
 12 Months Ended
Apr. 30, 2025
Erroneously Awarded Compensation Recovery  
Restatement Determination Date Nov. 30, 2023
Restatement does not require Recovery
On November 30, 2023, the Company’s Board of Directors adopted an incentive compensation recoupment policy (the “Clawback Policy”) in accordance with Rule 10D-1 of the Exchange Act and Nasdaq Rule 5608 that requires the Company to recover excess incentive compensation paid to an executive officer when such compensation was based in whole or in part on financial results later subject to a restatement of the Company’s financial statements. The Clawback Policy specifies that following an accounting restatement, the Company must reasonably promptly recoup any compensation that is granted, earned or vested based wholly or in part upon the attainment of a financial reporting measure (the “Incentive Compensation”) and which exceeds the amount that would have been received under the restated financial results, unless the Compensation Committee determines that such recoupment would be impracticable. The Clawback Policy applies to all Incentive Compensation received by a person (a) on or after October 2, 2023, (b) after beginning services as an executive officer, (c) who served as an executive officer at any time during the applicable performance period for the Incentive Compensation, and (d) during the three completed fiscal years immediately preceding the date the Company’s Board of Directors, or an authorized committee of the Board, concludes that the Company is required to prepare an accounting restatement.
As discussed in the Explanatory Note to the Company’s Annual Report on Form 10-K for the fiscal year ended April 30, 2025 (the “Form 10-K”), as filed with the SEC on August 8, 2025, the Company identified omissions in required disclosures under Accounting Standards Codification 310-10-50-42 through 50-44 regarding contract modifications made to borrowers experiencing financial difficulty which required the Company to restate its financial statements included in its Annual Report on Form 10-K for the fiscal year ended April 30, 2024 and each Quarterly Report on Form 10-Q for each quarterly period in fiscal years 2024 and 2025. For the purposes of the Clawback Policy, however, the inclusion of these omitted disclosures in the Form 10-K does not constitute an accounting restatement as defined in the Clawback Policy as there was no impact on the Company’s Consolidated Balance Sheets, Consolidated Statements of Operations, or Consolidated Statements of Cash Flows. Additionally, the Company has concluded that none of the compensation paid to the Company’s executive officers was based on the attainment of a financial reporting measure that would be affected by these disclosures. The Company’s annual cash incentive program for executive officers for fiscal years 2024 and 2025 was based on the Company’s performance in return on average equity, the change in selling, general and administrative expense per average active customer, and the percentage of dealerships with a positive economic value added performance for the fiscal year. None of these measures was affected by the addition of the omitted loan modification disclosures, and no other compensation paid to our executive officers is based on the achievement of financial measure targets. Therefore, no Incentive Compensation recovery is required under the Clawback Policy.
v3.25.2
Insider Trading Policies and Procedures
 12 Months Ended
Apr. 30, 2025
Insider Trading Policies and Procedures [Line Items]  
Insider Trading Policies and Procedures Adopted true