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Consumer Portfolio Services (NASDAQ: CPSS) details 2025 performance-based executive pay

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8-K

Rhea-AI Filing Summary

Consumer Portfolio Services, Inc. updated its executive pay disclosure by adding finalized non-equity incentive plan compensation for fiscal 2025. The revised Summary Compensation Table now shows total 2025 pay of $5,439,647 for CEO Charles E. Bradley Jr., $1,386,590 for President & COO Michael T. Lavin, and $1,254,849 for CFO Denesh (Danny) Bharwani.

The CEO’s bonus opportunity was tied to specific performance goals, including meeting quarterly budgets, completing securitizations, growing receivables originations, cutting core operating expenses, arranging residual and forward flow financings, and stock price targets, with a maximum payout equal to 720% of base salary. Maximum bonus opportunities were 160% of base salary for the president and 140% for the CFO.

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
CEO total compensation 2025 $5,439,647 CEO Charles E. Bradley Jr., fiscal year 2025
CEO base salary 2025 $995,000 Base salary component of CEO 2025 pay
CEO non-equity incentive 2025 $3,283,500 Non-equity incentive plan compensation earned in 2025
President total compensation 2025 $1,386,590 Michael T. Lavin, President & COO, 2025
CFO total compensation 2025 $1,254,849 Denesh (Danny) Bharwani, CFO, 2025
CEO max bonus opportunity 720% of base salary Maximum value of 2025 non-equity incentive plan award
President max bonus opportunity 160% of base compensation Maximum 2025 non-equity incentive plan payment
CFO max bonus opportunity 140% of base compensation Maximum 2025 non-equity incentive plan payment
non-equity incentive plan compensation financial
"The Compensation Committee ... approved the non-equity incentive plan payment amounts earned..."
Summary Compensation Table financial
"the Company is providing a revised Summary Compensation Table, which includes the final..."
rated securitization transactions financial
"to execute four rated securitization transactions (20% each, 80% total)"
forward flow contract purchase agreement financial
"to obtain up to a $1.2 billion forward flow contract purchase agreement (100%...)"
Black-Scholes model financial
"Value was estimated using a Black-Scholes model for 2025."
A mathematical formula used to estimate the fair price of options — contracts that give the right to buy or sell a stock at a set price. It combines current stock price, time until the option expires, expected price swings, interest rates and expected dividends to produce a single value, much like using a recipe to predict how a cake will turn out given ingredients and baking time. Investors use it to judge whether options are overpriced or underpriced and to help manage risk and trading strategies.
Financial Accounting Standards Board Accounting Standards Codification Topic 718 financial
"computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718."
Understanding 8-K Material Events →
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON DC 20549

 

FORM 8-K

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported) March 27, 2026

 

  CONSUMER PORTFOLIO SERVICES, INC.  
  (Exact Name of Registrant as Specified in Charter)  

 

california   1-11416   33-0459135

(State or Other Jurisdiction

of Incorporation)

  

(Commission

File Number)

  

(IRS Employer

Identification No.)

  

 

  3800 Howard Hughes Pkwy, Suite 1400, Las Vegas, NV 89169  
  (Address of Principal Executive Offices) (Zip Code)  

 

Registrant's telephone number, including area code (949) 753-6800

 

  Not Applicable  
  (Former name or former address, if changed since last report)  

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock, no par value CPSS The Nasdaq Stock Market LLC (Global Market)

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

   

 

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

(f)

 

Non-Equity Incentive Plan Compensation

 

The Compensation Committee of the Board of Directors of Consumer Portfolio Services, Inc. (“Company”) has evaluated and approved the non-equity incentive plan payment amounts earned under the Executive Management Bonus Plan for each of the named executive officers for fiscal year ended December 31, 2025 (“FY2025”).

 

The other compensation of the Company’s named executive officers for FY2025 was previously reported by the Company in the Summary Compensation Table included in the Company’s Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on March 16, 2026 (the “2025 10-K”). However, as of the date of the filing of the 2025 10-K, non-equity incentive plan payment amounts for FY2025 had not been determined and, therefore, were omitted from the Summary Compensation Table in the 2025 10-K.

 

In accordance with Item 5.02(f) of Form 8-K, the Company is providing a revised Summary Compensation Table, which includes the final non-equity incentive plan compensation payment amounts and each such named executive officer’s total compensation amount for FY2025.

 

Summary Compensation Table For 2025 and 2024

  

Name and Principal Position   Year   Salary    

Non-Equity

Incentive Plan

Compensation (1)

    

Option

Awards (2)

    

All Other

Compensation

    Total  
Charles E. Bradley, Jr.   2025   $ 995,000     $ 3,283,500     $ 1,139,790     $ 21,357     $ 5,439,647  
Chief Executive Officer   2024     995,000       3,130,000       –       40,611       4,165,611  
                                             
Michael T. Lavin   2025     470,000       448,693       455,916       11,980       1,386,590  
President & Chief Operating Officer   2024     470,000       443,680       –       47,158       960,838  
                                             
Danny Bharwani   2025     430,762       479,808       341,937       2,342       1,254,849  
Executive Vice President &   2024     386,000       444,929       –       44,871       875,800  
Chief Financial Officer                                            

 

(1)

Amounts reported for FY2025 in this column comprise non-equity incentive plan compensation earned in 2025 and paid or granted in 2026. For the chief executive officer, such payments were based on the Compensation Committee’s evaluation of the chief executive officer meeting as many as possible of several objectives within the year 2025. For FY2025, the objectives and their weightings are as follows: (I) to meet or exceed the Company’s quarterly budget (20% each quarter, total of 80%) (II) to execute four rated securitization transactions (20% each, 80% total), (III) to increase the Company’s annual originations of receivables to each of four targets (up to 80% in the aggregate, creditable pro rata for reaching target amounts of $1.8 billion, $1.9 billion, $2.0 billion, and $2.1 billion), (IV) to decrease core operating expenses by up to 1% (up to 200%, creditable pro rata for the portion of the 1% achieved),  (V) to raise $100 million in a new residual financing deal (100%, creditable pro rata for the portion achieved) (VI) to obtain up to a $1.2 billion forward flow contract purchase agreement (100%, creditable pro rata for the portion achieved), (VII)  and to cause the Company’s common stock to trade in excess of each of four targets (80% in the aggregate, creditable in increments of 20% for reaching prices of $13.00, $14.00, $15.00, and $16.00 per share). The total of the seven weightings is 720%; accordingly, the target and maximum possible value to chief executive officer of the award was 720% of his base salary for 2025.

 

The factors applied in determining the FY2025 amount of the non-equity incentive plan payment amount for the chief financial officer, Mr. Bharwani, are: (I) skills and performance, 35%, (II) one individual objective, 14%, (III) subjective evaluation of that executive’s department, 42%, (IV) Company performance, 28% and (V) discretionary allocation recommended by the chief executive officer and approved by the Compensation Committee, 21%, representing a maximum payment amount of 140% of base compensation. The same factors are used in determining the FY2025 non-equity incentive plan payment amount for the president, Mr. Lavin, and the numerical scores assigned to each of these factors are 40%, 16%, 48%, 32%, and 24%, respectively, representing a maximum payment amount of 160% of base compensation for the president.

   
(2) Represents the dollar value accrued for financial accounting purposes in connection with the grant of such options, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718. Value was estimated using a Black-Scholes model for 2025. For the options granted on September 9, 2025, the weighted average fair value per option was $3.80, based on assumptions of 4.11 years expected life, expected volatility of 53.94%, and a risk-free rate of 4.10%.

 

 

 

 2 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  CONSUMER PORTFOLIO SERVICES, INC.
   
   
Dated: April 2, 2026 By: /s/ Denesh Bharwani                             
 

Denesh Bharwani

Executive Vice President

Signing on behalf of the registrant

 

 

 

 

 

 

 

 

 

 

 

 

 3 

Source: View Original Filing on SEC EDGAR

FAQ

What did Consumer Portfolio Services (CPSS) disclose about 2025 executive bonuses?

Consumer Portfolio Services disclosed final 2025 non-equity incentive plan compensation for its named executives. These bonuses were earned in 2025 and paid or granted in 2026, and are now included in a revised Summary Compensation Table for fiscal year 2025 executive compensation.

How much total compensation did the CPSS CEO receive for 2025?

CEO Charles E. Bradley Jr. received total 2025 compensation of $5,439,647. This included $995,000 salary, $3,283,500 in non-equity incentive plan compensation, $1,139,790 in option awards, and $21,357 in other compensation, reflecting performance-based pay tied to detailed financial and operational goals.

What were the 2025 bonus opportunities for CPSS’s president and CFO?

For 2025, the president’s maximum non-equity incentive plan payment was 160% of base compensation, while the CFO’s maximum was 140%. Both were based on weighted factors including skills, individual objectives, department performance, company performance, and a discretionary allocation approved by the Compensation Committee.

Which performance goals determined the CPSS CEO’s 2025 bonus payout?

The CEO’s 2025 bonus depended on meeting quarterly budgets, executing four rated securitizations, increasing receivable originations to tiered targets, reducing core operating expenses, raising $100 million residual financing, securing a $1.2 billion forward flow contract, and achieving specified stock price targets between $13 and $16 per share.

How were CPSS 2025 stock option awards valued in the compensation table?

The 2025 option awards were valued under FASB ASC Topic 718 using a Black-Scholes model. For options granted September 9, 2025, the weighted average fair value per option was $3.80, based on a 4.11-year expected life, 53.94% expected volatility, and a 4.10% risk-free rate.

Why did CPSS revise its 2025 Summary Compensation Table?

Consumer Portfolio Services revised its 2025 Summary Compensation Table because non-equity incentive plan amounts were not determined when the original 2025 Form 10-K was filed. After the Compensation Committee finalized these payments, the company updated the table to include the completed 2025 total compensation figures.

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