cacc-20240419

Schedule 14A Information

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )

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þ Definitive Proxy Statement

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CREDIT ACCEPTANCE CORPORATION

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

þ No fee required.

o Fee paid previously with preliminary materials.

o Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

TABLE OF CONTENTS


																								Page
PROXY STATEMENT																								1
COMMON STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT																								3
PROPOSAL #1 - ELECTION OF DIRECTORS																								6
CORPORATE ENVIRONMENTAL AND SOCIAL RESPONSIBILITY																								14
COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS																								16
Compensation Discussion and Analysis																								16
Summary Compensation Table																								20

Outstanding Equity Awards at 2023 Fiscal Year-End																								21
2023 Option Exercises and Stock Vested																								22
2023 Nonqualified Deferred Compensation																								22
Potential Payments on Termination/Change in Control																								23
2023 Chief Executive Officer Pay Ratio																								24
2023 Director Compensation																								25
PAY VERSUS PERFORMANCE																								27
PROPOSAL #2 - APPROVAL OF AN AMENDMENT TO THE CREDIT ACCEPTANCE CORPORATION AMENDED AND RESTATED INCENTIVE COMPENSATION PLAN																								31
PROPOSAL #3 - ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION																								38

CERTAIN RELATIONSHIPS AND TRANSACTIONS																								38
PROPOSAL #4 - RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM																								38
INDEPENDENT ACCOUNTANTS																								39

OTHER BUSINESS MATTERS																								40
SHAREHOLDER PROPOSALS AND NOMINEES FOR 2025 ANNUAL MEETING																								40
SHAREHOLDERS SHARING THE SAME ADDRESS																								41
ANNUAL REPORT ON FORM 10-K																								41
ANNEX A																								A-1

Credit Acceptance Corporation

25505 West Twelve Mile Road

Southfield, Michigan 48034-8339

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

to be held June 5, 2024

_______________

NOTICE IS HEREBY GIVEN that the 2024 annual meeting of shareholders of Credit Acceptance Corporation, a Michigan corporation, will be held at its principal executive offices, 25505 West Twelve Mile Road, Southfield, Michigan 48034, on Wednesday, June 5, 2024, at 8:00 a.m., Eastern time, for the following purposes:

(a)election of six directors named in Credit Acceptance Corporation’s 2024 proxy statement, each to serve until the 2025 annual meeting of shareholders and until his or her successor has been elected and qualified;

(b)approval of an amendment to the Credit Acceptance Corporation Amended and Restated Incentive Compensation Plan;

(c)advisory vote to approve named executive officer compensation;

(d)ratification of the selection of Grant Thornton LLP as Credit Acceptance Corporation’s independent registered public accounting firm for 2024; and

(e)transaction of such other business as may properly come before the meeting or any adjournment or postponement thereof.

Shareholders of record on April 8, 2024 will be entitled to notice of and to vote at the meeting. You are invited to attend the meeting. Whether or not you plan to attend in person, please cast your vote. On April 25, 2024, Credit Acceptance Corporation mailed a Notice of Internet Availability of Proxy Materials containing instructions on how to access our 2024 proxy statement and 2023 annual report and vote by proxy online via the Internet. You may also request a paper copy of our 2024 proxy statement and a proxy card to submit your proxy vote by mail, if you prefer. We encourage you to vote by proxy via the Internet. It is convenient and saves us significant postage and processing costs. The proxy is revocable and will not affect your right to vote in person if you are a shareholder of record and attend the meeting.

By Order of the Board of Directors,

Erin J. Kerber

Chief Legal Officer, Chief Compliance Officer and Secretary

Southfield, Michigan

April 25, 2024

Credit Acceptance Corporation

PROXY STATEMENT

Annual Meeting of Shareholders to Be Held June 5, 2024

This proxy statement (this “Proxy Statement”) is furnished in connection with the solicitation of proxies by the Board of Directors (the “Board”) of Credit Acceptance Corporation, a Michigan corporation (the “Company”, “Credit Acceptance”, “we”, “our”, or “us”), to be used at the Annual Meeting of Shareholders of Credit Acceptance (the “Annual Meeting”) to be held at our principal executive offices, 25505 West Twelve Mile Road, Southfield, Michigan 48034, on Wednesday, June 5, 2024, at 8:00 a.m., Eastern time, for the purposes set forth in the accompanying Notice of Annual Meeting of Shareholders and in this Proxy Statement. This Proxy Statement and the enclosed form of proxy were first sent or given to security holders on or about April 25, 2024.

Only shareholders of record at the close of business on April 8, 2024 (the “Record Date”) will be entitled to vote at the Annual Meeting or any adjournment or postponement thereof. Each holder of shares of our common stock (“Common Stock”) on the Record Date is entitled to one vote per share at the Annual Meeting. As of the Record Date, there were 12,220,580 shares of Common Stock issued and outstanding. The presence, either in person or by properly executed proxy, of the holders of a majority of the outstanding shares of Common Stock as of the Record Date is necessary to constitute a quorum at the Annual Meeting.

Under rules adopted by the U.S. Securities and Exchange Commission (the “SEC”), we are furnishing proxy materials to our shareholders on the Internet, rather than mailing printed copies of those materials to each shareholder. If you received a Notice of Internet Availability of Proxy Materials by mail, you will not receive a printed copy of the proxy materials unless you request one. Instead, the Notice of Internet Availability of Proxy Materials will instruct you as to how you may access and review the proxy materials on the Internet. If you received a Notice of Internet Availability of Proxy Materials by mail and would like to receive a printed copy of our proxy materials, please follow the instructions included in the Notice of Internet Availability of Proxy Materials.

A proxy may be revoked at any time before it is exercised by giving a written notice to our Secretary bearing a later date than the proxy, by submitting a later-dated proxy or, if you are a shareholder of record or hold legal authority from a shareholder of record, by voting the shares represented by the proxy in person at the Annual Meeting. Unless revoked, the shares represented by each duly executed, timely delivered proxy will be voted in accordance with the specifications made. If no specifications are made on a duly executed, timely delivered proxy, such shares will be voted FOR the election of directors named in this Proxy Statement, FOR the approval of the amendment to the Credit Acceptance Corporation Amended and Restated Incentive Compensation Plan (the “Incentive Plan”), FOR the advisory proposal to approve our named executive officer compensation, and FOR ratification of the selection of Grant Thornton LLP (“Grant Thornton”) as our independent registered public accounting firm for 2024. The Board does not intend to present any other matters at the Annual Meeting. However, should any other matters properly come before the Annual Meeting, it is the intention of the proxy holders to vote the proxy in accordance with their best judgment to the extent permitted by law.

Directors are elected by a plurality of the votes cast at the Annual Meeting. The approval of the amendment to the Incentive Plan requires the affirmative vote of a majority of the votes cast at the Annual Meeting by the holders of shares entitled to vote thereon. The advisory proposal to approve our named executive officer compensation requires the affirmative vote of a majority of the votes cast at the Annual Meeting by the holders of shares entitled to vote thereon. The ratification of the selection of Grant Thornton as our independent registered public accounting firm for 2024 requires the affirmative vote of a majority of the votes cast at the Annual Meeting by the holders of shares entitled to vote thereon.

If you own shares through a bank or broker in street name, you may instruct your bank or broker how to vote your shares. If you do not instruct your bank or broker how to vote such shares, your bank or broker can vote your shares only on the routine matter of ratification of Grant Thornton as our independent registered public accounting firm for 2024. Without your instructions, your bank or broker is not permitted to vote your shares on any other proposal, resulting in a “broker non-vote” with respect to any such proposal.

If you withhold your vote on the election of directors or abstain from voting on any or all of the other proposals, your shares will be included in the number of shares present and entitled to vote at the meeting and counted for purposes of determining a quorum. Withheld votes and broker non-votes will be excluded entirely from the vote on the election of directors and will therefore have no effect on the election. Abstentions and broker non-votes are not counted as votes cast on the approval of the amendment to the Incentive Plan and the advisory proposal to approve named executive officer compensation and will therefore have no effect on the outcome of such matters. Abstentions are not counted as votes cast on the ratification of the selection of Grant Thornton as our independent registered public accounting firm for 2024 and will therefore have no effect on such matter.

The expenses of soliciting proxies will be paid by Credit Acceptance. In addition to solicitation by mail, our officers and employees, who will receive no extra compensation therefor, may solicit proxies personally, by telephone, by facsimile transmission or via the Internet. We will reimburse brokerage houses, custodians, nominees and fiduciaries for their expense in mailing proxy materials to shareholders.

COMMON STOCK OWNERSHIP OF

CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information as of April 8, 2024 concerning beneficial ownership of Common Stock by all directors and nominees, by each of the individuals named in the Summary Compensation Table, by all directors and executive officers as a group, and by each other person known by us to be the beneficial owner of more than 5% of the outstanding shares of Common Stock. The number of shares beneficially owned is determined under rules of the SEC, and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rules, a person’s beneficial ownership includes any shares as to which such person has sole or shared voting power or investment power and also any shares that such person has the right to acquire on April 8, 2024 or within 60 days thereafter through the exercise of any stock option or other right. Unless otherwise indicated, each holder has sole investment and voting power with respect to the shares set forth in the following table.


Name	Number of Shares Beneficially Owned		Percent of Outstanding Shares (a)
Thomas N. Tryforos	207,665	(b)	1.7%
Scott J. Vassalluzzo	66,883	(c) (e)	*
Glenda J. Flanagan	17,108	(d)	*
Vinayak R. Hegde	7,500		*
Sean E. Quinn	—		*
Kenneth S. Booth	131,012		1.1%
Daniel A. Ulatowski	43,553		*
Arthur L. Smith	25,500		*
Douglas W. Busk	30,112		*
Andrew K. Rostami	9,632		*
All Directors and Executive Officers as a Group (16 persons)	654,101		5.3%
Prescott General Partners LLC et al.	2,335,566	(e)	19.1%
Jill Foss Watson	1,735,621	(f)	14.2%
Allan V. Apple	2,565,290	(g) (h)	20.9%
John P. Neary	1,152,797	(h) (i)	9.4%
Ruane, Cunniff & Goldfarb L.P.	747,356	(j)	6.1%

* Less than 1%.

(a)The percentages have been calculated in accordance with SEC regulations based on 12,220,580 shares of Common Stock issued and outstanding as of April 8, 2024, plus shares of Common Stock that may be acquired pursuant to exercisable options or other rights within 60 days of April 8, 2024.

(b) Shares owned by Elias Charles & Co LLC, of which Mr. Tryforos is the managing member. Does not include 105,500 shares of Common Stock owned by a limited liability company referred to herein as LLC A and 87,470 shares of Common Stock owned by a limited liability company referred to herein as LLC B. Each of LLC A and LLC B is wholly owned by a charitable remainder trust of which Mr. Tryforos is the sole trustee and is managed by a person (other than Mr. Tryforos) who has voting and dispositive power over the shares.

(c) Includes 2,758 shares owned by certain family members as to which shares Mr. Vassalluzzo has sole power to vote or direct the vote and to dispose or direct the disposition. Mr. Vassalluzzo is a managing member of Prescott General Partners LLC, whose beneficial ownership of Common Stock is described in (e) below.

(d) Includes 8,000 shares owned by GCM GP, LP, a limited partnership of which GCM GP, LLC is the sole general partner. Ms. Flanagan is a member-manager of GCM GP, LLC and shares voting and dispositive power over these shares. Also includes 3,563 shares owned by The Glenda J. Flanagan 2020 Grantor Retained Annuity Trust, for which Ms. Flanagan is the sole trustee.

(e) Based on a jointly-filed Schedule 13D, as amended (most recently by an amendment filed with the SEC on May 9, 2022), of Prescott General Partners LLC, Prescott Associates L.P., Prescott Investors Profit Sharing Trust, Thomas W. Smith, and Mr. Vassalluzzo (the “Prescott Schedule 13D”) and Forms 4 filed by Mr. Smith with the SEC on March 7, 2023 and September 8, 2023. The Prescott Schedule 13D reports that Prescott General Partners LLC, a Delaware limited liability company, is the general partner of Prescott Associates L.P. and that Messrs. Smith and Vassalluzzo are managing members of Prescott General Partners LLC. Based on the Prescott Schedule 13D, Prescott Associates L.P. has shared power to vote or direct the vote and to dispose or direct the disposition of 1,007,057 shares, Prescott General Partners LLC may be deemed to share the power to vote or direct the vote and to dispose or direct the disposition of 1,560,014 shares (including the 1,007,057 shares as to which Prescott Associates L.P. has shared power to vote or direct the vote and to dispose or direct the disposition), Mr. Smith has shared power to vote or direct the vote and to dispose or direct the disposition of 75,765 shares and sole power to vote or direct the vote and to dispose or direct the disposition of 587,845 shares, Prescott Investors Profit Sharing Trust has sole power to vote or direct the vote and to dispose or direct the disposition of 41,620 shares, and Mr. Vassalluzzo has sole power to vote or direct the vote and to dispose or direct the disposition of 66,883 shares (which shares are also disclosed as beneficially owned by Mr. Vassalluzzo, as described in (c) above). Based on the Prescott Schedule 13D, the address of Prescott General Partners LLC, Prescott Associates L.P., Mr. Smith, and Mr. Vassalluzzo is 2200 Butts Road, Suite 320, Boca Raton, FL 33431.

(f) Based on a Schedule 13D, as amended (most recently by an amendment filed with the SEC on March 25, 2024), of Mrs. Foss Watson (the “Foss Watson Schedule 13D”), we believe shares beneficially owned by Mrs. Foss Watson consist of the following:

Sole Voting and
Dispositive Power

Shared Voting and No
Dispositive Power

Total

417,933

(i)

1,317,688

(ii)

1,735,621

(i) 289,535 shares owned of record by Mrs. Foss Watson as trustee of various trusts and 128,398 shares owned of record by Todd Watson, spouse of Mrs. Foss Watson, as trustee of various trusts.

(ii) 810,345 shares (representing approximately 6.6% of the shares of Common Stock issued and outstanding as of April 8, 2024) held by The Donald A. Foss 2009 Remainder Trust, of which Mrs. Foss Watson is a trustee; and 507,343 shares held by The Donald A. Foss 2010 Remainder Trust, of which Mrs. Foss Watson is a trustee. These shares are also disclosed as beneficially owned by Mr. Apple, as described in (g) below.

Based on the Foss Watson Schedule 13D, Mrs. Foss Watson’s address is 26055 Northpointe, Farmington Hills, MI 48331.

(g) Based on a Schedule 13D, as amended (most recently by an amendment filed with the SEC on March 22, 2024), of Mr. Apple (the “Apple Schedule 13D”) and the Foss Watson Schedule 13D, we believe shares beneficially owned by Mr. Apple consist of the following:

Sole Voting and
Dispositive Power

Shared Voting and Sole
Dispositive Power

Shared Voting and Shared Dispositive Power

Total

94,805

(i)

1,317,688

(ii)

1,152,797

(iii)

2,565,290

(i) 8,826 shares held by The Donald A. Foss 2010 Remainder Trust #2, of which Mr. Apple is the trustee; and 85,979 shares held by The Donald A. Foss 2011 Remainder Trust FBO Robert S. Foss and Descendants, of which Mr. Apple is the trustee.

(ii) 810,345 shares (representing approximately 6.6% of the shares of Common Stock issued and outstanding as of April 8, 2024) held by The Donald A. Foss 2009 Remainder Trust, of which Mr. Apple is a trustee; and 507,343 shares held by The Donald A. Foss 2010 Remainder Trust, of which Mr. Apple is a trustee. These shares are also disclosed as beneficially owned by Mrs. Foss Watson, as described in (f) above.

(iii) 1,152,797 shares held by the Marital Trust U/A Donald A. Foss Trust January 16, 1981, of which Mr. Apple is a trustee. These shares are also disclosed as beneficially owned by Mr. Neary, as described in (i) below.

Based on the Apple Schedule 13D, Mr. Apple’s address is 101 W 14 Mile Road, Madison Heights, MI 48071.

(h) The shares of Common Stock in the Marital Trust U/A Donald A. Foss Trust January 16, 1981 are subject to a shareholder agreement, entered into by our late founder, Donald Foss, on January 3, 2017. Under the terms of that agreement, which continue to be applicable to the trustees of the trust following Mr. Foss’s death on August 14, 2022, until the final adjournment of the tenth annual meeting of shareholders held by the Company after January 3, 2017, the shares in the trust are to be voted in accordance with the recommendation of the Board with respect to election and removal of directors, certain routine matters, and any other proposal to be submitted to the Company’s shareholders with respect to any extraordinary transaction providing for the acquisition of all of the outstanding Common Stock.

(i) Based on a Schedule 13G filed with the SEC on September 21, 2023 by Mr. Neary (the “Neary Schedule 13G”) as a trustee of the Marital Trust U/A Donald A. Foss Trust January 16, 1981. The Neary Schedule 13G reports that Mr. Neary has shared power to vote or direct the vote and shared power to dispose or direct the disposition of these shares. These shares are also disclosed as beneficially owned by Mr. Apple, as described in (g) above.

Based on the Neary Schedule 13G, Mr. Neary’s address is 101 W 14 Mile Road, Madison Heights, MI 48071.

(j) Based on a Schedule 13G, as amended (most recently by an amendment filed with the SEC on February 14, 2024), of Ruane, Cunniff & Goldfarb L.P. (the “Ruane Schedule 13G”). The Ruane Schedule 13G reports that Ruane, Cunniff & Goldfarb L.P., has sole power to vote or direct the vote of 745,947 shares and to dispose or direct the disposition of 747,356 shares. Based on the Ruane Schedule 13G, the address of Ruane, Cunniff & Goldfarb L.P. is 45 Rockefeller Plaza, 34th floor, New York, NY 10111.

PROPOSAL #1 - ELECTION OF DIRECTORS

Description of Nominees

Six directors, constituting the entire Board, are to be elected at the Annual Meeting. Each director holds office until the next annual meeting of shareholders and until his or her successor has been elected and qualified. The nominees named below have been selected by the Board. If, due to circumstances not now foreseen, any of the nominees named below will not be available for election, the proxies will be voted for such other person or persons as the Board may select. Each of the nominees is currently a director of Credit Acceptance.

The following sets forth information as to each nominee for election at the Annual Meeting, including their age, present principal occupation, other business experience during the last five years, directorships in other publicly-held companies, membership on committees of the Board and period of service as a director of Credit Acceptance. The Board recommends a vote FOR each of the nominees for election. Executed proxies will be voted FOR the election of director nominees unless shareholders specify otherwise in their proxies.

Kenneth S. Booth; age 56; Chief Executive Officer and President

As our Chief Executive Officer, Mr. Booth is responsible for the leadership and growth of the Company. Prior to becoming CEO, President, and a director in May 2021, Mr. Booth was Chief Financial Officer, where he was responsible for Finance and Human Resources. Mr. Booth joined Credit Acceptance as Director of Internal Audit in January 2004, and was named Chief Accounting Officer in May 2004, and then Chief Financial Officer in December 2004. From August 1991 until joining the Company, he worked in public accounting, most recently as a senior manager at PricewaterhouseCoopers LLP.

Glenda J. Flanagan; age 70; Executive Vice President and Chief Financial Officer, Healthy America, LLC

In March 2022, Ms. Flanagan became Executive Vice President and Chief Financial Officer of Healthy America, LLC, a privately-held company based in Austin, Texas specializing in launching a national network of wellness centers to promote overall health and well-being. From May 2017 through February 2022, Ms. Flanagan was Executive Vice President and Senior Advisor of Whole Foods Market, Inc., the largest natural and organic foods supermarket retailer in the United States. Ms. Flanagan joined Whole Foods Market as Chief Financial Officer in 1988, prior to which she held positions in public accounting, retail and business consulting. Ms. Flanagan became a director of Credit Acceptance in March 2004. She is also a director of Vital Farms, Inc. Ms. Flanagan is a member of the Company’s Executive Compensation Committee (the “Compensation Committee”), Audit Committee, and Nominating Committee.

Vinayak R. Hegde; age 54; Consumer Chief Marketing Officer, T-Mobile US, Inc.

Mr. Hegde has served as the Consumer Chief Marketing Officer of T-Mobile US, Inc., a telecommunications company, since January 2023. Mr. Hegde served as President of Wheels Up Experience, Inc., a provider of on-demand private aviation, from October 2021 to November 2022, after serving as its Chief Marketplace Officer and that of its predecessor, Wheels Up Partners Holdings LLC, from May 2021 to October 2021. He served as President and Chief Operating Officer at Blink Health LLC, a digital health company, from July 2020 to March 2021. From September 2018 to July 2020, Mr. Hegde served as Vice President of Growth and Chief Marketing Officer of Airbnb Homes at Airbnb, Inc., which operates an online marketplace for short-term lodging. From October 2014 to September 2018, Mr. Hegde served as Senior Vice President and Global Chief Marketing Officer at Groupon, Inc., which operates online local commerce marketplaces. Prior to Groupon, he spent over 12 years at Amazon.com. Mr. Hegde became a director of Credit Acceptance in May 2021. He is also a director of SunPower Corporation. Mr. Hegde is a member of the Company’s Compensation Committee and Nominating Committee.

Sean E. Quinn; age 44; Executive Vice President and Chief Financial Officer, Cimpress plc

Mr. Quinn has served as the Chief Financial Officer of Cimpress plc since October 2015. Cimpress is a strategically focused collection of businesses, including VistaPrint, that specialize in mass customization of printing and related products, via which they deliver large volumes of individually small-sized customized orders. In his current role, Mr. Quinn has responsibility for Cimpress’ finance functions, including investor relations, financial planning and analysis, tax, treasury, accounting and control, and internal audit. He also oversees the legal, communications, procurement, and human resources functions. Prior to being named Chief Financial Officer, Mr. Quinn served in steadily ascending roles at Cimpress, and he has been instrumental in scaling the company’s financial infrastructure and capital structure to support growth, significant investment decisions, and acquisition activity. From 2001 until joining Cimpress in 2009, he was a certified public accountant with KPMG LLP. Mr. Quinn became a director of Credit Acceptance in October 2023. Mr. Quinn is a member of the Company’s Compensation Committee and Audit Committee.

Thomas N. Tryforos; age 64; Private Investor

Mr. Tryforos is presently a private investor. Between May 1991 and September 2004, Mr. Tryforos was employed as a General Partner at Prescott Investors, Inc., a private investment firm based in Connecticut. Mr. Tryforos became a director of Credit Acceptance in July 1999 and was named Lead Director in January 2017 and Chair of the Board in March 2022. He is also a director of Copart, Inc. Mr. Tryforos is a member of the Company’s Compensation Committee, Audit Committee, and Nominating Committee.

Scott J. Vassalluzzo; age 52; Managing Member, Prescott General Partners LLC

Mr. Vassalluzzo is a Managing Member of Prescott General Partners LLC, an investment advisory firm. Mr. Vassalluzzo joined Prescott Investors in 1998 as an equity analyst and became a General Partner in 2000. Prior to 1998, Mr. Vassalluzzo worked in public accounting at Coopers & Lybrand (now PricewaterhouseCoopers LLP) and received a certified public accountant certification. Mr. Vassalluzzo became a director of Credit Acceptance in March 2007. He is also a director of World Acceptance Corporation and Cimpress plc. Mr. Vassalluzzo is a member of the Company’s Compensation Committee, Audit Committee, and Nominating Committee.

Executive Officers

Set forth below is information regarding the executive officers of the Company other than Mr. Booth. All of our executive officers serve at the discretion of the Board.

Douglas W. Busk; age 63; Chief Treasury Officer

Mr. Busk joined the Company in November 1996 as Vice President and Treasurer. He was named Chief Financial Officer in January 2000. Mr. Busk served as Chief Financial Officer and Treasurer until August 2001, when he was named President of the Company's Capital Services unit. He resumed his duties as Chief Financial Officer and Treasurer in December 2001 and was named Senior Vice President and Treasurer in May 2004 before becoming Chief Treasury Officer in July 2020.

Nicholas J. Elliott; age 46; Chief Alignment Officer

Mr. Elliott joined the Company in 2005 and has served in a number of roles, starting as a Staff Auditor in the Internal Audit department and moving to Manager of Information Security in 2010 before being promoted to Director of Internal Audit in 2012. He became Vice President of Internal Audit and Project Management Office in 2015 and was promoted to Senior Vice President of Internal Audit and Quality Audit in 2018. In January 2023, Mr. Elliott became Senior Vice President of Strategic Alignment, and he assumed the role of Chief Alignment Officer in August 2023.

Erin J. Kerber; age 44; Chief Legal Officer, Chief Compliance Officer and Secretary

Ms. Kerber joined the Company in 2010 as a Litigation Manager and was promoted to Director of Regulatory Compliance in 2012. She was named Vice President - Regulatory Compliance in 2014, became Senior Vice President, Assistant General Counsel – Regulatory Compliance in 2018, and assumed her present position in July 2021. From 2003 until joining the Company, Ms. Kerber was an attorney with the law firm Dickinson Wright PLLC.

Jonathan L. Lum; age 47; Chief Operating Officer

Mr. Lum joined the Company in 2002 and has served in a number of roles, starting in the finance department and moving up to Accounting Manager before being promoted to Director – Projects and Support in 2007 and Director – Policy Compliance in 2008. Mr. Lum was promoted to Vice President – Internal Audit and Compliance in 2009. In 2011, Mr. Lum became Senior Vice President – Dealer Service Center, and he assumed the role of Chief Operating Officer in May 2019.

Jay D. Martin; age 50; Chief Financial Officer

Mr. Martin joined the Company as Manager of SEC Reporting in September 2003. He was promoted to Director of Accounting in 2005, Vice President - Accounting & Financial Reporting in 2009, Senior Vice President - Accounting & Financial Reporting in 2012, and Senior Vice President - Finance & Accounting in 2021. Mr. Martin assumed the role of Chief Financial Officer in January 2024. Prior to joining the Company, Mr. Martin was an audit manager at the public accounting firm Crowe LLP.

Ravi Mohan, age 51; Chief Technology Officer

Mr. Ravi Mohan Valiyaveettil (known personally and professionally as Ravi Mohan) joined Credit Acceptance in October 2022 as Chief Technology Officer. From October 2021 to June 2022, Mr. Mohan served as Senior Vice President of Engineering and Chief Information Officer at Datto, Inc., a provider of security and cloud-based software solutions for managed service providers, where he was responsible for leading all Digital Experience, Technology, and Integration platforms. From December 2018 to October 2021, he served as Vice President, SaaS Cloud Engineering at Oracle Corporation, a provider of products and services that address enterprise information technology environments. From June 2015 until December 2018, Mr. Mohan served as the Head of Cloud Engineering Ops at Adobe Inc., a diversified software company.

Andrew K. Rostami; age 44; Chief Marketing and Product Officer

Mr. Rostami joined Credit Acceptance in April 2022 as Chief Marketing and Product Officer. From 2014 until joining the Company, he worked at Citizens Financial Group, Inc., a financial institution providing retail and commercial banking products and services, most recently as President, Citizens Pay, and EVP, Head of Unsecured Lending & Cards. Prior to Citizens, he served as Principal at Bain & Company where he led programs in areas including corporate strategy development, sales and growth acceleration, and customer experience design and implementation. Mr. Rostami began his career as a software engineer in the technology and financial services industries.

Wendy A. Rummler; age 47; Chief People Officer

Ms. Rummler joined Credit Acceptance from Arthur Andersen LLP as a Senior Financial Analyst in December 2001. She moved into Treasury in 2003 and was promoted to Assistant Treasurer in 2005, Director of Finance in 2008, Vice President of Finance in 2010, and Senior Vice President of Finance in 2013. While in Finance, she led a variety of Finance and Human Resource teams. She was named Senior Vice President of Human Resources in May 2021 and Chief People Officer in September 2022.

Arthur L. Smith; age 51; Chief Analytics Officer

Mr. Smith joined Credit Acceptance as a Credit Analyst in the Dealer Service Center in April 1997. He was promoted to Manager of Dealer Risk in 1998, Director in 2005, Vice President in 2007 and Senior Vice President in 2008. Mr. Smith assumed the role of Chief Analytics Officer in August 2013.

Daniel A. Ulatowski; age 52; Chief Sales Officer

Mr. Ulatowski joined Credit Acceptance as a Credit Analyst in the Dealer Service Center in April 1996. He supervised teams in the Dealer Service Center and Collections before becoming Manager – Dealer Service Center from 2001 to 2003. He served as the Regional Area Manager of Sales from 2003 to January 2006, when he became the Director of Sales Training and then Sales Operations. In January 2007, Mr. Ulatowski was promoted to Vice President, Sales. He was promoted to Senior Vice President, Sales & Marketing, in February 2008 and to his present position in January 2014.

Leadership Structure of the Board

The Board is responsible for evaluating and determining our optimal leadership structure so as to provide independent oversight of management. The Board has the authority to combine or separate the positions of Chair of the Board and Chief Executive Officer. Starting in January 1, 2002, the offices of Chair of the Board and Chief Executive Officer were held by different individuals. Until his retirement from Credit Acceptance on January 3, 2017, our founder, the late Donald A. Foss, served as Chair of the Board due to his extensive knowledge relating to our line of business and experience with us. Upon Mr. Foss’s retirement, Mr. Tryforos, our longest serving independent director, was named Lead Director with the primary purposes of acting as the liaison between the Chief Executive Officer and the Board and chairing all regular and special meetings of the Board. Effective March 3, 2022, Mr. Tryforos was named Chair of the Board and Lead Director. Mr. Booth, our Chief Executive Officer and President, serves as a director due to his in-depth knowledge of the Company and his ability to provide strategic guidance to our business operations. The independent directors on the Board regularly meet separately. The Board periodically reviews our leadership structure to determine if it is still appropriate in light of current corporate governance standards, market practices, our specific circumstances and needs, and any other relevant factors. The Board believes that the current leadership structure of the Board is the most appropriate for us and our shareholders at this time.

Risk Oversight of the Board

It is management’s responsibility to manage risk and bring to the Board’s attention our most material risks. The Board has oversight responsibility of the processes established to report and monitor systems for material risks applicable to us. The Audit Committee regularly reviews our significant risks and exposures and assesses the steps management has taken to minimize such risks. The Board’s role in risk oversight is a contributing factor in our maintaining a leadership structure of the Board that includes an independent director serving as Chair of the Board and Lead Director.

Meetings and Committees of the Board

The Board held seven meetings during 2023. Each of the directors who served during 2023 attended all meetings of the Board and committees of the Board on which he or she served during 2023, including Mr. Quinn following his election as a director on October 27, 2023, with the exception of Mr. Hegde, who was absent for one meeting of the Board and two Compensation Committee meetings, and Mr. Vassalluzzo, who was absent for one Audit Committee meeting. All directors who were serving at the time of the 2023 annual meeting of shareholders attended the 2023 annual meeting of shareholders, either in person or by teleconference, with the exception of Mr. Hegde.

Standing committees of the Board include the Compensation Committee, the Audit Committee, established in accordance with section 3(a)(58)(A) of the Securities Exchange Act of 1934 (the “Exchange Act”), and the Nominating Committee. Messrs. Hegde, Quinn, Tryforos, and Vassalluzzo and Ms. Flanagan are the members of the Compensation Committee. Messrs. Hegde, Tryforos, and Vassalluzzo and Ms. Flanagan are the members of the Nominating Committee. Messrs. Quinn, Tryforos, and Vassalluzzo and Ms. Flanagan are the members of the Audit Committee. Messrs. Hegde, Quinn, Tryforos, and Vassalluzzo and Ms. Flanagan were determined to be “independent directors” as defined in Rule 5605(a)(2) of The Nasdaq Stock Market (“Nasdaq”).

The Board has adopted charters for each of the three standing committees. The charters are available on our website at ir.creditacceptance.com through the “Corporate Governance” link.

The Compensation Committee, chaired by Mr. Vassalluzzo, held six meetings in 2023. Each of Messrs. Vassalluzzo, Tryforos, Quinn, and Hegde and Ms. Flanagan served as a member of the Compensation Committee during 2023. The Compensation Committee’s principal responsibilities include: (a) reviewing and approving on an annual basis the compensation of our executive officers; (b) making recommendations to the Board regarding compensation of non-employee directors; and (c) reviewing and administering all benefit plans pursuant to which our securities (including stock option grants and restricted stock unit awards) are granted to our executive officers or directors. The Compensation Committee may form and delegate authority to subcommittees when appropriate, provided any action taken by a subcommittee is subsequently reported to the Compensation Committee and ratified. The Compensation Committee may also delegate to the Chief Executive Officer, the Chief People Officer, and the Chief Financial Officer the authority to grant options and make awards of shares under the Company’s stock plans under conditions established by the Compensation Committee. The Board has determined that each member of the Compensation Committee satisfies the requirements for compensation committee members contained in Nasdaq Rule 5605(d)(2)(A).

The Nominating Committee, chaired by Ms. Flanagan, held four meetings in 2023. The Nominating Committee’s principal responsibilities include: (a) establishing criteria for the selection of new Board members and conducting searches and interviews for individuals qualified to become Board members; (b) making recommendations to the Board regarding director nominees for the next annual meeting of shareholders from the pool of identified qualified individuals; and (c) recommending to the Board which directors should serve on the various committees of the Board. The Nominating Committee may use various methods to identify director candidates, including recommendations from existing Board members, management, shareholders, search firms, and other outside sources. The Nominating Committee believes that diversity, in skills, experience, perspective, and background, is an important contributing factor to an effective Board decision-making process and that it is in the best interests of the Company and its shareholders to identify and select highly-qualified candidates to serve as directors and for the Board to consist of a diverse group of individuals with different backgrounds and perspectives. Director candidates need not possess any specific minimum qualifications; rather, a candidate’s suitability for nomination and election to the Board will be evaluated in light of the diversity of skills, experience, perspective, and background required for the effective functioning of the Board, as well as our strategy and regulatory and market environments. All nominees are currently directors of Credit Acceptance. When considering whether the nominees have the experience, attributes, and skills to serve as a director, the Board focused primarily on the biographical information set forth above. With respect to Mr. Booth, the Board considered his in-depth knowledge of the Company and his ability to provide strategic guidance to our business operations. With respect to Ms. Flanagan, the Board considered her experience on the Board and her significant management experience, expertise, and background with regard to accounting and financial matters. With respect to Mr. Hegde, the Board considered his significant digital and operational experience in leadership positions at multiple large corporations, including his experience as chief operating officer and chief marketing officer at innovative and fast-growing companies. With respect to Mr. Quinn, the Board considered his experience in delivering exceptional customer experiences, creating a work environment where team members are empowered to make a meaningful impact, and his background with regard to accounting and financial matters. Mr. Quinn was recommended to the Board by two of our independent directors. With respect to Mr. Tryforos, the Board considered his experience on the Board and his background with regard to investing and financial matters. With respect to Mr. Vassalluzzo, the Board considered his experience on the Board and his expertise and background with regard to investing and financial matters. The Nominating Committee will consider candidates recommended by shareholders using the same procedures and standards utilized for evaluating candidates recommended by other sources. Shareholders desiring to recommend candidates for consideration and evaluation by the Nominating Committee for the 2025 annual meeting of shareholders (the “2025 Annual Meeting”) should submit such recommendations to our Chief Legal Officer, Chief Compliance Officer and Secretary not later than December 26, 2024. The recommendation should be accompanied by (i) the name and address of the shareholder recommending the candidate, (ii) evidence of the shareholder’s ownership of Company shares along with an undertaking that the shareholder will continue to own such shares through the date of the annual meeting, (iii) all information regarding the candidate that would be required to be disclosed in our annual meeting proxy statement if the candidate is nominated by the Board, and (iv) the candidate’s consent to serve as a director if elected. Our Chief Legal Officer, Chief Compliance Officer and Secretary will forward any recommendations to the Nominating Committee. The Nominating Committee may seek additional biographical and background information from any candidate that must be received on a timely basis to be considered by the Nominating Committee.

The Audit Committee, chaired by Mr. Tryforos, held ten meetings in 2023. The Audit Committee’s principal responsibilities include: (a) overseeing the integrity of our financial statements and financial reporting process, and our systems of internal accounting and financial controls; (b) overseeing the annual independent audit of our financial statements, the engagement of the independent auditors and the evaluation of the independent auditors’ qualifications, independence and performance; (c) overseeing our disclosure controls and procedures; (d) overseeing whistleblower procedures (e) approving in advance all audit services and to ensure that a written statement is received from the external auditors setting forth all relationships with us; (f) reviewing and approving any related party transactions; (g) periodically meeting with the Chief Legal Officer and other appropriate legal staff to review our material legal affairs; and (h) acting as the Qualified Legal Compliance Committee. The Board has determined that each of the members of the Audit Committee is “independent”, as independence is defined in the applicable Nasdaq and SEC rules for audit committee members. The Board has also determined that Messrs. Quinn, Tryforos, and Vassalluzzo and Ms. Flanagan are “audit committee financial experts” as defined by applicable SEC rules and that each of the Audit Committee members satisfies all other qualifications for audit committee members set forth in the applicable Nasdaq and SEC rules.

Report of the Audit Committee

In accordance with its written charter, the Audit Committee provides assistance to the Board in fulfilling its responsibility to the shareholders, potential shareholders, and investment community relating to oversight of the independent auditors, corporate accounting, reporting practices, and the quality and integrity of our financial reports.

In discharging its oversight responsibility as to the audit process, the Audit Committee received from the independent auditors and reviewed a formal written statement describing all relationships between the auditors and us that might reasonably be thought to bear on the auditors’ independence consistent with the applicable requirements of the Public Company Accounting Oversight Board regarding the independent auditors’ communications with the audit committee concerning independence, and discussed with the auditors any relationships that may reasonably be thought to impact their objectivity and independence and satisfied itself as to the auditors’ independence.

The Audit Committee discussed with the independent auditors the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board and the SEC.

The Audit Committee reviewed and discussed with management and the independent auditors our audited financial statements as of and for the fiscal year ended December 31, 2023 and the independent auditors’ evaluation of our internal control over financial reporting.

Based on the above-mentioned reviews and discussions with management and the independent auditors, the Audit Committee recommended to the Board that our audited financial statements be included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 for filing with the SEC. The Audit Committee also reappointed Grant Thornton as the independent auditors for the fiscal year ending December 31, 2024.

AUDIT COMMITTEE:

Glenda J. Flanagan

Sean E. Quinn

Thomas N. Tryforos (Chair)

Scott J. Vassalluzzo

Shareholder Communications with the Board

Shareholders desiring to leave an anonymous or confidential message for the Board or any individual director may call (855) 900-0046. Telephone calls will be recorded and summarized by the third party provider which monitors the hotline service. A summary of shareholder calls received will be sent to the Director of Internal Audit and Quality Audit, who will communicate the messages to the Chief Legal Officer, Chief Compliance Officer and Secretary, the Chair of the Audit Committee, and any directors to whom the communications were addressed. Additionally, shareholders may submit a message to the Board through the form on our website at ir.creditacceptance.com/board-of-directors-inquiries. Communications submitted to the Board through our website will be sent to the Chief Legal Officer, Chief Compliance Officer and Secretary, the Director of Internal Audit and Quality Audit, the Chair of the Audit Committee, and any directors to whom the communication was addressed.

Codes of Conduct

We have adopted codes of conduct that apply to our directors, executive officers and certain other employees. The codes of conduct are available on our website at ir.creditacceptance.com through the “Corporate Governance” link. We intend to disclose on our website any amendment to any provision of the codes of conduct that relates to any element of the definition of “code of ethics” enumerated in Item 406(b) of Regulation S-K under the Exchange Act and any waiver from any such provision granted to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions.

Recovery of Incentive Compensation

In connection with the SEC’s and Nasdaq’s recently-approved rules and listing standards requiring adoption of a clawback policy applicable to incentive-based compensation for executive officers of listed companies, the Company adopted a revised clawback policy, effective October 2, 2023 (the “Revised Clawback Policy”), which states that, if the Company is required to restate its financial results due to material noncompliance with financial reporting requirements under securities laws, the Company will recoup any erroneously awarded incentive-based compensation from the Company’s current and former executive officers. The Revised Clawback Policy is intended to satisfy the requirements of Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act, the SEC’s final regulations on the subject, and Nasdaq’s listing standards on the subject. Current executive officers of the Company have acknowledged in writing that they are bound by and subject to the terms and conditions of the Revised Clawback Policy. The Revised Clawback Policy supersedes the Company's previous clawback policy which was in effect from April 11, 2022 until the adoption of the Revised Clawback Policy. The Revised Clawback Policy is available on our website at ir.creditacceptance.com through the “Corporate Governance” link.

Hedging

The Company’s trading policy prohibits all executive officers and directors of the Company, and any of their designees, from engaging directly or indirectly in hedging transactions involving Company securities. “Hedging” refers to any strategy designed to hedge or offset or reduce the risk of price fluctuations in Company securities or to hedge, offset or protect against, in whole or in part, declines in the value of such securities. Hedging transactions include (but are not limited to) prepaid variable forward contracts, swaps, collars, and exchange funds.

CORPORATE ENVIRONMENTAL AND SOCIAL RESPONSIBILITY

Both management and the Board are committed to understanding and addressing the opportunities and risks associated with environmental, social and governance (“ESG”) issues that affect our business and may do so in the coming years. ESG matters that we are assessing and monitoring include the following:

Climate Change/Vehicle Electrification

Car manufacturers across the world are investing more resources towards the development and sale of electric vehicles (“EVs”). Several car manufacturers have committed to converting all powertrains from diesel- and gasoline-powered to EV or hybrid in the next 15 years. As EVs become more prevalent in the market, and as EV technology improves, especially with regard to battery life, we expect the costs of EVs to decrease. With more EV inventory and lower price points, we expect to see more of these vehicles become available for purchase and financing by consumers. We expect that the need for our programs will continue, but we also understand that this new technology may raise other issues, including the need for remote power stations and vehicle service and maintenance requirements that differ from those of cars with internal combustion engines. We are committed to understanding how these and other issues might impact consumers and the potential role of our programs in facilitating consumer access to cars powered by alternative energy.

Diversity and Inclusion

Diversity and inclusion is a priority for us. We strive to create a work environment that is pleasant, professional, and free from intimidation, hostility, or other offenses that may interfere with work performance. All team members complete non-discrimination and anti-harassment training, promoting a safe and inclusive work environment.

Credit Acceptance is highly diverse, as more than half of our team members are women, and more than half belong to a minority ethnic group. Our team members also reflect diversity of nationality, faith, age, and sexual orientation. In addition, 33% of our directors are diverse, as Ms. Flanagan self-identifies as female, and Mr. Hegde self-identifies as Asian. We believe that our workplace is naturally diverse and inclusive due to our practices of maintaining open and transparent communication and fostering a climate in which all team members are welcome to speak up and contribute. We have a Diversity and Inclusion Committee, chaired by a senior manager, tasked with generating concrete actions that we can take together to help our communities heal and make our culture and the Company stronger.

Board Diversity Matrix

Nasdaq-listed companies such as the Company are required to publicly disclose board-level diversity information based on directors’ voluntary self-identified characteristics in a board diversity matrix having a format prescribed by Nasdaq or a substantially similar format. The diversity categories included in the board diversity matrix presented below have the meanings set forth in Nasdaq Rule 5605(f). Diversity categories not applicable to the Board have been excluded from the table.


Board Diversity Matrix
	As of April 25, 2024		As of April 21, 2023
Total Number of Directors	6		5
	Female	Male	Female	Male
Part I: Gender Identity
Directors	1	5	1	4
Part II: Demographic Background
White	1	4	1	3
Asian	0	1	0	1

Company Culture

We place great importance on listening to our team members, as we believe that “the people doing the work know the most about it.” We encourage team member feedback through the use of several listening channels, including by inviting all team members to participate in periodic anonymous surveys to gain honest feedback about our workplace. We use this feedback to generate ideas for improvement. Our culture attracts talented people and enables them to perform to their potential. We have been honored to receive several workplace awards in recent years.

Financial Literacy

Financial literacy is important in our society, and therefore we feel the need to help consumers and our team members understand what they can do to improve their financial well-being. Accordingly, we partnered with a national leader in the development and delivery of consumer financial education to help us offer a series of financial literacy courses on our website. We will continue to look for more opportunities to promote financial literacy in the future.

Information Security - Cybersecurity and Data Protection

Information security, including cybersecurity, and the security of the personal financial data of our consumers and the personal information of our employees is a priority for the Company. We have an information security compliance committee (the “Committee”) that consists of the members of the Company’s compliance committee, which reports to the Board, and at least three members of Company management. The Committee meets to review any security incidents, key initiatives, industry trends, and policies and shares this information with the Board periodically.

We have an information security team dedicated to protecting against both internal and external threats. In addition, we engage a third-party company for an additional layer of continuous monitoring. We have adopted aspects of the ISO 27002 and NIST SP 800-37 Rev. 2 frameworks, to which risk management in relation to our information systems is aligned. We are independently assessed against these standards every two years. We also engage third parties to perform vulnerability and penetration tests of our controls and processes. This testing occurs at least once a year.

All employees and contractors must complete information security training, which includes cybersecurity and compliance training, annually. We also perform quarterly phishing awareness exercises and deliver frequent security awareness communications to all employees and contractors, all to reinforce the importance of information security compliance.

COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS

COMPENSATION DISCUSSION AND ANALYSIS

Compensation of Executive Officers

This Compensation Discussion and Analysis describes the elements of compensation for the following individuals, collectively referred to as our “named executive officers”:

•Kenneth S. Booth, Chief Executive Officer and President (our principal executive officer and principal financial officer);

•Douglas W. Busk, Chief Treasury Officer;

•Andrew K. Rostami, Chief Marketing and Product Officer;

•Arthur L. Smith, Chief Analytics Officer; and

•Daniel A. Ulatowski, Chief Sales Officer.

Mr. Booth served as the Company’s principal executive officer and principal financial officer for 2023. Mr. Booth ceased to serve as the Company’s principal financial officer effective January 23, 2024.

General Philosophy

Our executive compensation programs are designed to achieve the following objectives:

•attract and retain individuals that will drive business success; and

•provide appropriate incentives that reward outstanding financial performance and align the interests of executives and shareholders.

We accomplish these objectives through compensation programs that:

•contain a significant component tied to Company performance through long-term equity incentives; and

•encourage participants to act as owners.

Overall Process and Risk Assessment

The Compensation Committee oversees and approves our overall compensation strategy and determines all aspects of compensation for our Chief Executive Officer. The Compensation Committee also determines compensation for other named executive officers after considering recommendations supplied by our Chief Executive Officer.

The Compensation Committee periodically reviews all aspects of executive compensation and determines if existing plans are effective in meeting the objectives described above. Such reviews are typically conducted at the first meeting of each fiscal year. From time to time, the Compensation Committee may make modifications to existing plans or adopt new plans. The Compensation Committee considered the Company’s compensation policies and practices for all team members and concluded that any risks arising from such policies and practices are not reasonably likely to have a material adverse effect on the Company. The Compensation Committee does not use compensation consultants or peer group comparisons in setting executive compensation.

Compensation – Named Executive Officers

Compensation for the named executive officers set in 2021 for 2021 through 2024 includes a base salary and equity-based incentive compensation provided pursuant to the Company’s Amended and Restated Incentive Compensation Plan (referred to in this Proxy Statement as the Incentive Plan). The compensation program attempts to balance short-term and long-term Company performance by eliminating annual cash awards in favor of higher base salaries and longer-term equity awards. The stock option awards granted in 2021 are intended to provide incentive compensation to named executive officers for 2021 through 2024, with no additional equity awards anticipated to be granted to named executive officers prior to the end of the four-year period except in limited circumstances including the appointment of new named executive officers. The restricted stock unit (“RSU”) awards that have been granted by the Compensation Committee are intended to provide incentive compensation to newly appointed named executive officers.

Base Salaries. Base salaries at all levels in the organization are designed to provide a level of basic compensation and allow us to recruit and retain qualified team members. Our Chief Executive Officer’s base salary is determined by the Compensation Committee. Other named executive officers’ base salaries are determined by the Compensation Committee after reviewing recommendations supplied by our Chief Executive Officer. Base salaries were determined after considering the following:

•the performance of Credit Acceptance;

•an assessment of the named executive officer’s individual performance;

•market data;

•internal benchmarks;

•equity compensation components of the named executive officer’s total compensation plan; and

•roles and responsibilities for each named executive officer, including the ability of the executive officer to drive results.

In January 2023, the Compensation Committee determined that named executive officer base salaries would remain unchanged for 2023, based on the determination that the overall compensation plan did not require adjustment and is working as intended. Similarly, in January 2024, the Compensation Committee determined that named executive officer base salaries will remain unchanged for 2024. Named executive officer base salaries for 2024 are as follows:


Name	2024
Kenneth S. Booth	$	1,000,000
Douglas W. Busk	640,000
Andrew K. Rostami	600,000
Arthur L. Smith	700,000
Daniel A. Ulatowski	700,000

Incentive Compensation. The 2021 through 2024 incentive compensation program for Messrs. Booth, Busk, Rostami, Smith, and Ulatowski attempts to balance short-term and long-term Company performance and is comprised of stock option awards and RSU awards with four year ratable vesting schedules.

Stock Option Awards – On December 30, 2020, the Compensation Committee approved awards of 50,000 stock options each to Messrs. Booth, Smith, and Ulatowski and 46,000 stock options to Mr. Busk, in each case subject to shareholder approval of the amendment and restatement of the Incentive Plan. Shareholder approval was received at our annual meeting of shareholders on July 21, 2021. The exercise price of the options is $333.94, which is equal to the closing market price per share of Common Stock on the day prior to the date of the grant. Based on the terms of individual stock option grant agreements, the stock options:

•vest and become exercisable in four equal annual installments beginning on the first anniversary of the date on which the options were granted by the Board, based on continuous employment and

•expire six years from the date of the grant.

On April 28, 2021, in connection with Mr. Booth’s election and appointment as our Chief Executive Officer and President effective May 3, 2021, the Compensation Committee approved the grant to Mr. Booth of an award of 110,000 stock options with an exercise price of $390.39 that will expire ten years from the date of the grant and will vest and become exercisable in four equal annual installments from the date of the grant subject to continuous employment through the relevant vesting date.

On April 18, 2022, in connection with Mr. Rostami’s appointment to Chief Marketing and Product Officer, the Compensation Committee approved the grant to Mr. Rostami of an award of 16,000 stock options with an exercise price of $585.93 that will expire six years from the date of the grant and will vest and become exercisable in four equal annual installments from the date of the grant subject to continuous employment through the relevant vesting date.

No stock option awards were granted to any of our named executive officers during 2023.

RSU Awards – On April 18, 2022 and October 31, 2022, in connection with Mr. Rostami’s appointment to Chief Marketing and Product Officer, the Compensation Committee approved awards of 4,000 RSUs each to Mr. Rostami. The RSUs will vest and be settled in Common Stock in equal annual installments over a period of four years beginning on the first anniversary of the applicable grant date, subject to continuous employment through the relevant vesting dates. No RSU awards were granted to any of our named executive officers during 2023.

The Compensation Committee believes that the incentive compensation programs for Messrs. Booth, Busk, Rostami, Smith, and Ulatowski appropriately align their compensation with the interests of shareholders because:

•the amount of compensation received from stock option awards will be proportionate to the amount of shareholder wealth created, as measured by the appreciation in share price above the exercise price of the options;

•the amount of compensation received from RSU awards will be proportionate to the amount of shareholder wealth created as measured by the share price; and

•the RSU and stock option awards are long-term in nature, which will incentivize Messrs. Booth, Busk, Rostami, Smith, and Ulatowski to take actions that will benefit shareholders longer-term.

The allocation between short- and long-term incentives was determined based on the discretion of the Compensation Committee. The Compensation Committee determined that no annual incentive opportunity was necessary for 2023. The ultimate allocation will depend on our future performance and future changes in our share price over the vesting period for our long-term incentive awards. We believe it is likely that a substantial percentage of the amount realized will be from long-term, equity-based incentives, which is consistent with the philosophy of the Compensation Committee that executive compensation should be linked to long-term shareholder value. Since the majority of the amounts to be realized by Messrs. Booth, Busk, Rostami, Smith, and Ulatowski will not be fully exercisable until at least December 30, 2024, the Compensation Committee believes this plan creates an incentive for Messrs. Booth, Busk, Rostami, Smith, and Ulatowksi to take actions and make decisions that will benefit us over the long-term. Such incentives are believed to be appropriate given the nature of the duties and responsibilities assigned to these executive officers.

Deductibility of Executive Compensation

Effective January 1, 2018, the exemption from the IRC Section 162(m) deduction limit for performance-based compensation was repealed, such that compensation paid to our named executive officers in excess of $1.0 million is not deductible unless it qualifies for transition relief applicable to certain arrangements in place as of November 2, 2017. The company will utilize the transition relief provisions for eligible compensation to the extent possible. In order to maintain the flexibility to provide compensation programs for our named executive officers that will best incentivize them to achieve our key business objectives and create sustainable long-term shareholder value, the Compensation Committee reserves the ability to pay competitive compensation by not requiring all compensation to be deductible.

Response to 2023 Say-on-Pay

Shareholder endorsement of the design and administration of our executive compensation programs was evidenced by a vote of approval of our named executive officers’ compensation at our 2023 annual meeting of shareholders of 97% of the votes cast. The Compensation Committee considered the current program in effect, and it was determined that no changes were necessary to increase the effectiveness of our executive compensation design and administration. We believe that a shareholder advisory vote every year on the compensation of our named executive officers most closely aligns with the interests of shareholders. In addition, at our 2023 annual meeting of shareholders, our shareholders voted to hold an advisory vote on named executive officer compensation every year. The Compensation Committee accepted the shareholders’ recommendation, and shareholders will have another opportunity to consider and approve, in a non-binding advisory vote, the compensation of our named executive officers at the Annual Meeting. As in the past, the Compensation Committee will continue to review the results of future advisory say-on-pay votes and will consider shareholder concerns and take them into account in future determinations regarding the compensation of our named executive officers.

Compensation Committee Report

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis above with management and, based on such review and discussions, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement.

THE COMPENSATION COMMITTEE:

Glenda J. Flanagan

Vinayak R. Hegde

Sean E. Quinn

Thomas N. Tryforos

Scott J. Vassalluzzo (Chair)

SUMMARY COMPENSATION TABLE

The following table sets forth certain summary information for the year indicated concerning the compensation awarded to, earned by, or paid to our named executive officers in respect of the year shown, as applicable.

Summary Compensation Table


Name and Principal Position	Year	Salary ($)		Stock Awards ($) (a)		Option Awards ($) (b)		All Other Compensation ($) (c)		Total ($)
Kenneth S. Booth	2023	$	1,000,000	$	—	$	—	$	16,500	$	1,016,500
Chief Executive Officer and	2022	1,000,000		—		—		15,250		1,015,250
President (d)	2021	888,176		—		29,623,631		14,538		30,526,345

Douglas W. Busk	2023	$	640,000	$	—	$	—	$	17,798	$	657,798
Chief Treasury Officer	2022	640,000		—		—		17,697		657,697
	2021	630,056		—		8,827,323		21,440		9,478,819

Andrew K. Rostami	2023	$	600,000	$	—	$	—	$	17,886	$	617,886
Chief Marketing and	2022	403,846		4,229,400		3,203,550		16,840		7,853,636
Product Officer (e)

Arthur L. Smith	2023	$	700,000	$	—	$	—	$	17,819	$	717,819
Chief Analytics Officer	2022	700,000		—		—		17,748		717,748
	2021	689,272		—		9,594,916		21,440		10,305,628

Daniel A. Ulatowski	2023	$	700,000	$	—	$	—	$	17,798	$	717,798
Chief Sales Officer	2022	700,000		—		—		17,697		717,697
	2021	689,272		—		9,594,916		21,440		10,305,628

(a)Reflects the grant date fair value of stock awards determined in accordance with Financial Accounting Standards Board and Accounting Standards Codification (“FASB ASC”) Topic 718 using the closing market price of Common Stock reported on Nasdaq as of the grant date of awards. The table includes 4,000 RSUs granted to Mr. Rostami on April 18, 2022 and 4,000 RSUs granted to Mr. Rostami on October 31, 2022. The RSU awards that were granted by the Compensation Committee are intended to provide incentive compensation to newly appointed named executive officers.

(b)Reflects the grant date fair value of stock option awards determined in accordance with FASB ASC Topic 718. The table includes 16,000 stock options granted to Mr. Rostami on April 18, 2022. Additionally, the table includes 50,000 stock options granted to each of Messrs. Booth, Smith, and Ulatowski on December 30, 2020; 46,000 stock options granted to Mr. Busk on December 30, 2020; and 110,000 stock options granted to Mr. Booth on April 28, 2021, all of which were subject to shareholder approval. Shareholder approval was subsequently received at our annual meeting of shareholders on July 21, 2021, which is the grant date for financial accounting purposes. The assumptions used to calculate the value of option awards are set forth in Note 14 to the consolidated financial statements contained in Item 8 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2022, filed with the SEC on February 10, 2023. The stock option grants are intended to provide incentive compensation to named executive officers for 2021 through 2024, with no additional equity awards anticipated to be granted to existing named executive officers prior to the end of the four-year period except in limited circumstances including the appointment of new named executive officers.

(c)The amounts reported in this column for fiscal year 2023 consist of the following: $16,500 for each of Messrs. Booth, Busk, Rostami, Smith, and Ulatowski in Company matching contribution under the 401(k) Profit Sharing Plan; $1,298 for Messrs. Busk, Rostami, Smith, and Ulatowski under the Credit Acceptance Corporation Profit Sharing Variable Compensation Program (the “Profit Sharing Program”), which is available to all team members except the Chief Executive Officer; and $88 for Mr. Rostami and $21 for Mr. Smith in employee reimbursements during the year for the payment of taxes on service or other awards. The Profit Sharing Program is a broad-based program designed to reward team members for increased Company profitability by way of a quarterly payment.

(d)Mr. Booth was the Company’s principal executive officer and principal financial officer in 2022 and 2023.

(e)Mr. Rostami first became a named executive officer of the Company in 2022.

OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END

The following table provides information with respect to the stock options held by our named executive officers as of December 31, 2023.

2023 Outstanding Equity Awards at Fiscal Year-End


	Option Awards					Stock Awards
Name	Number of Securities Underlying Unexercised Options (#) Exercisable	Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)	Option Exercise Price ($)		Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested (#) (a)	Market Value of Shares or Units of Stock That Have Not Vested ($) (b)		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 ($)
Kenneth S. Booth (c)	55,000	55,000	$	390.39	4/28/2031	—	$	—	—	$	—
Kenneth S. Booth (d)	37,500	12,500	333.94		12/30/2026	—	—		—	—
Douglas W. Busk (d)	29,500	11,500	333.94		12/30/2026	—	—		—	—
Andrew K. Rostami (e)(f)	4,000	12,000	585.93		4/18/2028	6,000	3,196,380		—	—
Arthur L. Smith (d)	37,500	12,500	333.94		12/30/2026	—	—		—	—
Daniel A. Ulatowski (d)	37,500	12,500	333.94		12/30/2026	—	—		—	—

(a)Represents RSUs granted under the Incentive Plan.

(b)Value is equal to the closing market price reported on Nasdaq of $532.73 per share as of December 31, 2023, multiplied by the number of unvested RSUs held.

(c)Stock options vest and become exercisable in four equal annual installments beginning on April 28, 2022, the first anniversary of the date on which the options were granted by the Board.

(d)Stock options vest and become exercisable in four equal annual installments beginning on December 30, 2021, the first anniversary of the date on which the options were granted by the Board.

(e)Stock options vest and become exercisable and 4,000 RSUs, of which 3,000 remained unvested as of December 31, 2023, vest and convert to shares in four equal annual installments beginning on April 18, 2023, the first anniversary of the date on which the options and RSUs were granted by the Board.

(f)4,000 RSUs, of which 3,000 remained unvested as of December 31, 2023, vest and convert to shares in four equal annual installments beginning on October 31, 2023, the first anniversary of the date on which the RSUs were granted by the Board.

2023 OPTION EXERCISES AND STOCK VESTED

The following table provides information with respect to shares acquired on option exercising or vesting by our named executive officers during 2023.

2023 Options Exercises and Stock Vested


	Option Awards			Stock Awards
	Number of Shares Acquired on Exercise (#)	Value Realized on Exercise ($)		Number of Shares Acquired on Vesting (#) (a)	Value Realized on Vesting ($) (b)
Andrew K. Rostami	—	$	—	2,000	$	886,470

(a) Includes vesting of time-based RSUs. The RSUs for Mr. Rostami vested and were settled in Common Stock upon vesting on April 18, 2023 and October 31, 2023.

(b) The amounts are calculated based on the closing price reported on Nasdaq as of the date vested, or the business day preceding the scheduled vesting date if the scheduled vesting occurs on a weekend or holiday.

2023 NONQUALIFIED DEFERRED COMPENSATION

2023 Nonqualified Deferred Compensation


Name	Executive Contributions in Last Fiscal Year ($)		Registrant Contributions in Last Fiscal Year ($)		Aggregate Earnings in Last Fiscal Year ($) (a) (b)		Aggregate Withdrawals / Distributions ($) (b)		Aggregate Balance at Last Fiscal Year-End ($) (c)
Kenneth S. Booth	$	—	$	—	$	(179,858)	$	(3,146,635)	$	—
Douglas W. Busk	—		—		(165,006)		(2,886,809)		—
Arthur L. Smith	—		—		(187,245)		(3,275,875)		—
Daniel A. Ulatowski	—		—		(187,245)		(3,275,875)		—

(a)The amounts relate to RSUs granted under the Incentive Plan prior to December 31, 2022 which, under the terms of the grants, are settled in shares on a date that is later than the date on which they vest. The reported amount of aggregate earnings for each individual is calculated as the number of RSUs held by such individual as of December 31, 2022 and not settled or released during 2023 multiplied by the difference between the closing market price of Common Stock reported on Nasdaq of $532.73 per share as of December 31, 2023 and $474.40 per share as of December 31, 2022, plus, with respect to any RSUs held by such individual as of December 31, 2022 and settled or released on any date during 2023, the difference between the closing market price as of December 31, 2022 and the closing market price on the date of such settlement or release, multiplied by the number of such RSUs settled or released on that date.

(b)On January 30, 2023, Messrs. Booth, Busk, Smith, and Ulatowski had 7,012, 6,433, 7,300, and 7,300 vested RSUs, respectively, settled in shares of common stock. Messrs. Booth, Busk, Smith, and Ulatowski had their RSUs granted to them on January 30, 2017. The aggregate withdrawals/distributions reported are calculated based on the number of RSUs settled multiplied by the closing market price per share reported on Nasdaq of $448.75 as of January 30, 2023.

(c)The grants of these RSUs were disclosed in the Summary Compensation Table and Grant of Plan-Based Awards table in the year of grant.

POTENTIAL PAYMENTS ON TERMINATION/CHANGE IN CONTROL

None of our named executive officers have individual agreements with us providing for cash severance payments or benefits continuation on any termination of employment, including on a termination prior to or following a change in control.

Treatment of Equity Upon Termination of Employment. If a named executive officer terminates employment for any reason prior to the vesting period for stock option or RSU awards, any unvested stock options or unvested RSU awards are forfeited. The Compensation Committee may waive or change the remaining restrictions or add additional restrictions with respect to any stock option or RSU award that would otherwise be forfeited, as it deems appropriate.

Treatment of Equity Upon a Change in Control. In the event of a change in control, outstanding equity awards including option awards that are assumed or substituted in connection with a change in control will become vested and exercisable upon a termination without cause or resignation for good reason during the 24-month period following the change in control (i.e., “double-trigger vesting”). Outstanding awards that are not assumed or substituted by an acquiror or successor in connection with a change in control will become fully vested and exercisable immediately upon the occurrence of the change in control. Notwithstanding the foregoing, in the event of a change in control, the Compensation Committee may, in its discretion, provide that each option will be cancelled in exchange for the excess of the per share transaction price over the option exercise price (spread value) upon the occurrence of a change in control.

The following table sets forth the potential amounts payable to our named executive officers in the event of a change in control with respect to stock option and RSU awards held by our named executive officers as of December 31, 2023.


	Accelerated Vesting of Equity Awards
Name	Unvested Stock Options ($) (a)		Unvested Restricted Stock Units (b)		Total
Kenneth S. Booth	$	10,313,575	$	—	$	10,313,575
Douglas W. Busk	2,286,085		—		2,286,085
Andrew K. Rostami	—		3,196,380		3,196,380
Arthur L. Smith	2,484,875		—		2,484,875
Daniel A. Ulatowski	2,484,875		—		2,484,875

(a)The amounts reported are calculated based on the number of unvested stock options held by each named executive officer, multiplied by the difference between the closing market price reported on Nasdaq of $532.73 per share as of December 31, 2023 and the exercise price of the stock options, assuming that one of the circumstances described above resulting in accelerated vesting occurred on such date. No value is reported when the exercise price of the stock options is higher than the closing market price reported on Nasdaq of $532.73 per share as of December 31, 2023.

(b)The amount reported is calculated based on the number of unvested RSUs held by the named executive officer, multiplied by the closing market price reported on Nasdaq of $532.73 per share as of December 31, 2023, assuming the restrictions applicable to granted RSUs shall lapse and all other terms and conditions shall be deemed to have been satisfied, pursuant to the Incentive Plan and applicable award agreement.

2023 CHIEF EXECUTIVE OFFICER PAY RATIO

The following table provides information with respect to the ratio of 2023 total compensation of our Chief Executive Officer serving in 2023 to that of our median team member.


	2023 Total Compensation
Chief Executive Officer (a)	$	1,016,500
Median Team Member (a)(b)	$	80,857
Ratio of Chief Executive Officer to Median Team Member Compensation	13:1

(a)Annual total compensation was calculated consistent with the disclosure requirements for annual compensation under the Summary Compensation Table.

(b)We identified our median team member as of December 31, 2023 by examining 2023 W-2 gross wages for all team members, excluding our Chief Executive Officer, who were employed by us as of December 31, 2023. The population of team members examined included full-time and part-time team members, including those hired during 2023. We believe W-2 gross wages is a consistently applied compensation measure that reasonably reflects the total annual compensation of our team members.

2023 DIRECTOR COMPENSATION

During 2023, the Compensation Committee approved changes to the Company's compensation program for non-employee directors. Effective July 1, 2023, our non-employee directors are eligible to receive the following:

•an annual retainer of $100,000 payable quarterly in arrears

•an annual equity award with a value of $200,000 in the form of RSUs granted pursuant to our Incentive Plan; and

•business-related travel expenses

Prior to July 1, 2023, non-employee directors were eligible to receive a quarterly retainer of $12,500 or payments of $1,500 for each Board meeting attended and $500 for each committee meeting attended and stock-based awards under our Incentive Plan in addition to business-related travel expenses.

For the period January 1, 2023 through June 30, 2023, Ms. Flanagan and Mr. Hegde received a quarterly retainer, Mr. Tryforos received payments for each Board and committee meeting attended, and Mr. Vassalluzzo opted not to receive quarterly retainers or payments for each Board and committee meeting attended. For the period July 1, 2023 through December 31, 2023, Messrs. Hegde, Tryforos, and Vassalluzzo and Ms. Flanagan received quarterly payments of the annual retainer in the amount of $25,000. Mr. Quinn received a prorated retainer payment following his election as a director on October 27, 2023. In 2023, the Company reimbursed Ms. Flanagan and Messrs. Quinn, Tryforos, and Vassalluzzo for certain business-related travel expenses in connection with their service on the Board. Additionally, in 2023, the Company paid directly certain business-related travel expenses of Ms. Flanagan and Messrs. Quinn, Tryforos, and Vassalluzzo in connection with their service on the Board. Mr. Hegde did not incur travel expenses in 2023.

On August 22, 2023, the Compensation Committee approved awards of 423 RSUs to Messrs. Tryforos and Vassalluzzo and 100 RSUs to Ms. Flanagan in connection with the annual equity award for their service as directors. The RSUs will vest and be settled in Common Stock in equal annual installments over a period of three years beginning on the first anniversary of the applicable grant date, subject to continuous service through the relevant vesting date. The annual equity grant for 2023 was reduced by the value of unvested equity awards held by non-employee directors as of June 30, 2023. As of June 30, 2023, Messrs. Tryforos and Vassalluzzo held no unvested equity awards; Ms. Flanagan held 300 unvested RSUs; and Mr. Hegde held 5,000 unvested stock options.

On October 27, 2023, the Compensation Committee approved an award of 334 RSUs to Mr. Quinn in connection with his service as a director. The amount of the annual equity award was prorated based on the commencement of his services on October 27, 2023. The RSUs will vest and be settled in Common Stock in equal annual installments over a period of three years beginning on the first anniversary of the applicable grant date, subject to continuous service through the relevant vesting date.

Stock Option Award – On May 3, 2021, the Compensation Committee approved an award of 10,000 stock options under the Incentive Plan to Mr. Hegde in connection with the commencement of his service as a director. The stock options granted to Mr. Hegde will expire ten years from the date of the grant and will vest and become exercisable in four equal annual installments from the date of the grant, subject to continuous service through the relevant vesting date.

RSU Award – On March 7, 2019, the Compensation Committee approved an award of 1,500 RSUs to Ms. Flanagan under the Incentive Plan. The RSUs awarded to Ms. Flanagan vest over a five year performance period starting in 2019, based upon the compound annual growth rate of Adjusted EPS over the performance period. Vesting for each year of the performance period will be determined as follows:

Year 1

•If the compound annual growth rate of Adjusted EPS is at least 5%, one-fifth (20.0%) of the RSUs shall vest.

SEC Form DEF 14A filed by Credit Acceptance Corporation