DEF 14A of Openlane, Inc., Apr 25, 2025

DEF 14A of Openlane, Inc.

Filed Apr 25, 2025 · FY20240001104659-25-038987

Open on EDGAR

  1. Board Nominees

    Board Nominees

  2. Board Nominees

    | Name | Age | Director Since | Independent | Primary Occupation | Committee Membership* | | Roy Mackenzie | 53 | 2020 | ✓ | Partner of Apax Partners, LP | CC | | Randolph Altschuler | 54 | 2024 | ✓ | Co-founder and Chief Executive Officer of Xometry, Inc. | AC, CC | | Carmel Galvin | 56 | 2020 | ✓ | Chief People Officer at Klaviyo, Inc. | CC (Chair), NCGC | | J. Mark Howell | 60 | 2014 | ✓ | Managing Director of Mintaka Ventures, LLC | AC (Chair), NCGC | | Stefan Jacoby | 67 | 2019 | ✓ | Chairman of Sion Power Corporation | NCGC (Chair) | | Peter Kelly | 56 | 2021 | | Chief Executive Officer of OPENLANE | | | Michael T. Kestner** | 71 | 2013 | ✓ | Automotive Industry and Building Products Consultant | AC | | Sanjeev Mehra | 66 | 2021 | ✓ | Managing Partner of Periphas Capital, LP | CC | | Mary Ellen Smith | 65 | 2019 | ✓ | Former Corporate Vice President of Worldwide Business Operations at Microsoft Corporation | AC, NCGC |

  3. Board Nominees

    * AC=Audit Committee CC=Compensation Committee NCGC=Nominating and Corporate Governance Committee ** Chair of the Board If Messrs. Howell and Kestner are re-elected by the stockholders, we expect Mr. Howell to serve as Chair of the Board and Mr. Kestner to serve as Chair of the Audit Committee immediately following the 2025 annual meeting.

  4. Board Nominees

    | BOARD SKILLS & EXPERIENCE |

  5. Board Nominees

    | BOARD COMPOSITION & REFRESHMENT | | | | 33% of our directors are women/ethnically diverse | 78% of our directors were born outside the U.S. | 44% of our directors are age 56 or under |

  6. Board Nominees

    | 6 years | 4 directors | | average tenure of directors | added to the Board in past 5 years |

  7. Board Nominees

    | | 2 |

  8. WHAT WE DO

    | | Pay for performance: Our annual incentive program is 100% performance based and our annual equity incentive program is 90% performance based. | | | Independent Compensation Committee: All of the members of our Compensation Committee are independent under NYSE rules. | | | Independent compensation consultant: The Compensation Committee retains its own independent compensation consultant to evaluate and review our executive compensation program and practices. | | | “Double-trigger” equity vesting: Accelerated vesting of assumed or replaced equity awards upon a change in control of the Company is only permitted if an executive experiences a qualifying termination of employment in connection with or following such change in control. | | | Robust equity ownership requirements: The stock ownership guideline is six times annual base salary for our CEO and three times annual base salary for our other executive officers. Executive officers are required to hold 60% of vested shares, net of taxes, until stock ownership guidelines are met. | | | Maximum payout caps: The Compensation Committee sets maximum amounts that may be payable for annual cash incentive compensation and PRSUs. | | | Annual compensation risk assessment: Each year, we perform an assessment of any risks that could result from our compensation programs and practices. | | | Clawback policy: Our clawback policy provides for the mandatory recovery and cancellation of an executive officer’s cash and equity incentive compensation in the event we are required to prepare an accounting restatement. | | | Stockholder alignment: We reward performance that meets or exceeds the performance goals that the Compensation Committee establishes with the objective of increasing stockholder value. |

  9. WHAT WE DON’T DO

    | | Pay dividends on unvested equity awards: Dividend equivalents and cash are accrued on PRSUs and RSUs, respectively, but are only paid out if, and to the extent that, the underlying PRSUs and RSUs vest. | | | Provide excise tax gross-ups: We do not provide “golden parachute” excise tax gross-ups. | | | Provide excessive perquisites: We provide a limited number of perquisites that are designed to support a competitive total compensation package. | | | Allow hedging or pledging of the Company’s securities: We prohibit hedging, pledging and short sales of Company stock by our directors and executive officers. | | | Reprice stock options: Stock option exercise prices are set equal to the grant date market price and cannot be repriced or discounted without stockholder approval. | | | Provide pension benefits or supplemental retirement plans: We do not maintain a defined benefit pension or supplemental retirement plans for our executive officers. |

  10. Optimal Mix of Skills and Experience of Director Nominees

    Optimal Mix of Skills and Experience of Director Nominees Our nine director nominees bring a wide variety of backgrounds and experiences, collaboratively contributing significant skills and experiences in areas most relevant to overseeing the Company’s business and strategy. Skills and experience of our Board include, but are not limited to:

  11. Optimal Mix of Skills and Experience of Director Nominees

    | Accounting/Financial Reporting. Experience in accounting or financial reporting, including an understanding of internal controls, accounting policies relating to financial statement preparation and applicable regulatory requirements; experience in overseeing such reporting and controls. | 4 / 9 | | Capital Markets/Corporate Finance. Experience in investment banking, investor relations, financing or investing activities; financial management and capital allocation oversight experience. | 6 / 9 | | Technology/Digital Marketplaces. Experience in digital technology-related fields, resulting in knowledge of how to anticipate technological trends, general disruptive innovation, cybersecurity and IT risks; experience in digital platforms, solutions or marketing. | 6 / 9 | | Marketing/Sales. Experience in managing sales and marketing activities; experience developing and managing strategic efforts to gain market share in new or existing markets. | 4 / 9 | | Global Experience. Experience managing or operating businesses in international markets, including diverse business environments, economic conditions, cultures and regulatory frameworks. | 8 / 9 | | Industry Experience. Experience in the automotive and/or remarketing industry. | 5 / 9 | | Other Public Company Board Experience. Experience serving on another public company board. | 4 / 9 | | Public Company Executive Experience. Experience in a senior executive leadership position at a public company. | 7 / 9 | | CEO Experience. Experience as chief executive officer or similar business leader at a public company or large/middle-market private company. | 3 / 9 | | Risk Management. Experience in the management of enterprise-level risks; understanding of risk management functions, including risk identification/classification, crisis management and similar functions. | 7 / 9 | | Strategic Planning & Transformation. Experience leading organizations through significant strategic transactions or business transformations; experience in identifying strategic opportunities and/or developing emerging products, technologies, and business models. | 9 / 9 | | Talent Management/Executive Compensation. Experience in executive development, performance, and compensation, including designing and implementing incentive plans for public companies; experience with HR processes and strategies and efforts to attract, motivate, and retain key talent. | 4 / 9 |

  12. Information Regarding the Nominees for Election to the Board

    Information Regarding the Nominees for Election to the Board The following information is furnished with respect to each nominee for election as a director. All of the nominees were elected by the stockholders at last year’s annual meeting, except for Mr. Altschuler who was elected by the Board to fill a vacancy. Mr. Altschuler was initially identified and recommended to the Nominating and Corporate Governance Committee as a potential nominee by a third-party search firm. For so long as the Apax Investor meets certain beneficial ownership conditions as detailed in the Apax Investment Agreement, the Apax Investor has the right to designate one director to the Board. The Apax Investor has designated Roy Mackenzie for election in 2025 for a term expiring at the 2026 annual meeting. Consistent with the Apax Investment Agreement, our Board now nominates, and recommends, Mr. Mackenzie for election in 2025 for a term expiring at the 2026 annual meeting. The appointment of the Apax Investor designee will be voted on by the holders of Series A Preferred Stock at each annual meeting until the Apax Investor ceases to meet certain beneficial ownership conditions as detailed in the Apax Investment Agreement. Each of the nominees has consented to being named in this proxy statement and to serve as a director if elected. If Roy Mackenzie shall not be available for election as a director at the 2025 annual meeting, it is intended that shares represented by the accompanying proxy will be voted for the election of a substitute nominee designated by the Apax Investor. If any of the other eight nominees is unavailable to stand for election as a director, your proxy holders will have the authority and discretion to vote for another nominee proposed by the Board or the Board may reduce the number of directors to be elected at the 2025 annual meeting. The ages of the nominees are as of the date of the 2025 annual meeting, June 6, 2025.

  13. Information Regarding the Nominees for Election to the Board

    | | 8 |

  14. Information Regarding the Nominees for Election to the Board

    | Nominee for Election as Director to Be Elected by Holders of Series A Preferred Stock |

  15. Information Regarding the Nominees for Election to the Board

    | Roy Mackenzie | | | | Independent Director since June 2020 Age: 53 Current Board Committees: Compensation Committee | | Career Highlights | | | • Partner at Apax Partners, LP (“Apax”), a private equity advisory firm, since January 2003, and also serves on the Investment Committees for the Apax Buyout Funds and Apax Global Alpha. • Director of Trade Me Ltd, Vyaire Medical, Inc., and Duck Creek Technologies, Inc., each in connection with investments by funds advised by Apax. • Previously served as a director of several companies in connection with investments by funds advised by Apax, including Sophos Group plc, King Digital Entertainment plc, Exact Software NV, Epicor Software, Inc., and NXP Semiconductors NV. • Holds an MBA from Stanford Graduate School of Business and a M.Eng in Electrical Engineering from Imperial College, London. | | | Other Public and Registered Investment Company Directorships: Partner at Apax; Duck Creek Technologies, Inc. (until March 2023) | | | Skills and Qualifications | | | | Extensive experience working closely with management teams to build successful technology companies. | | | Substantial experience in evaluating companies’ strategies, operations and financial performance, which provides important perspectives and insights. | | | Deep technology expertise. | | | Current and prior public board service brings valuable skills and perspectives to our Board. | | Mr. Mackenzie is a director who was designated by the Apax Investor under the terms of the Apax Investment Agreement. Only the holders of Series A Preferred Stock may vote on the election of Mr. Mackenzie as a director at the 2025 annual meeting. | |

  16. Information Regarding the Nominees for Election to the Board

    | | The Board of Directors recommends a vote FOR the election of the foregoing nominee to the Board of Directors. |

  17. Information Regarding the Nominees for Election to the Board

    Proxies solicited by the Board of Directors will be voted “FOR” the election of the director nominee named in this proxy statement and on the proxy card unless stockholders specify a contrary vote.

  18. Information Regarding the Nominees for Election to the Board

    | | 9 |

  19. Information Regarding the Nominees for Election to the Board

    | Nominees for Election as Directors to Be Elected by Holders of Common Stock and Series A Preferred Stock, Voting Together as a Single Class |

  20. Information Regarding the Nominees for Election to the Board

    | Randolph Altschuler | | | | Independent Director since June 2024 Age: 54 Current Board Committees: Audit Committee and Compensation Committee | | Career Highlights | | | • Co-founder and Chief Executive Officer of Xometry, Inc. (NASDAQ: XMTR), a global AI-powered marketplace provider for the manufacturing industry, since May 2013. • Co-founder and Executive Chairman of CloudBlue Technologies, Inc., a provider of recycling services for electronic equipment, from January 2008 to September 2013. • Co-founder and Co-Chief Executive Officer of OfficeTiger, Inc., a global business process outsourcing company, from 2000 to 2007. • Graduate of Princeton University (BA) and Harvard Business School (MBA). Awarded a Fulbright Scholarship and studied at the University of Vienna in Austria. Other Public Company Directorships: Xometry, Inc. | | | Skills and Qualifications | | | | More than 20 years of experience leveraging technology, digital marketplaces and artificial intelligence (AI) to transform companies and industries. Extensive expertise developing digital marketplaces and applying AI to disrupt industries provides valuable perspective and insight as the Company continues executing its digital transformation. | | | Extensive financial, operational, strategic leadership, innovation and high-growth experience with digital companies, along with global company leadership experience. | | | Significant experience as a co-founder, executive and director of marketplace and technology companies, as well as serving as a CEO and member of the board of directors at a multinational public company. | | | Deep understanding of emerging technology and digital transformation. |

  21. Information Regarding the Nominees for Election to the Board

    | Carmel Galvin | | | | Independent Director since February 2020 Age: 56 Current Board Committees: Compensation Committee (Chair) and Nominating and Corporate Governance Committee | | Career Highlights | | | • Chief People Officer of Klaviyo, Inc., a marketing automation platform technology company, since April 2024. • Chief People Officer at Stripe, Inc., a payment software services and solutions company from January 2021 to January 2024. • Chief Human Resources Officer (“CHRO”) and Senior Vice President, People and Places, at Autodesk, Inc., a multinational software corporation, from March 2018 to January 2021. • CHRO and Senior Vice President at Glassdoor, Inc., a job listing platform, from April 2016 to February 2018. • CHRO and Senior Vice President at Advent Software, Inc., an investment management software company, from October 2014 to April 2016. • Vice President of Talent & Culture Development for Deloitte New-venture Accelerator (DNA), from May 2013 to October 2014. • Provided human resources consulting services from January 2011 to April 2013 at Front Arch, Inc. and from September 2009 to December 2011 at Corporate Leadership Council (CLC), Corporate Executive Board. • Managing Director, Global Head of Human Resources at Moody’s Analytics (formerly Moody’s KMV) from November 2004 to March 2008 and Vice President, Global Head of Human Resources at Barra, Inc. from September 1995 to June 2002. • Graduate of Trinity College Dublin (BA) and University College Dublin (MBS). | | | Skills and Qualifications | | | | More than 25 years of talent and culture leadership experience with global organizations in the technology and online sectors. | | | Extensive experience in helping transform global companies, including leading diversity and inclusion, employee engagement and culture management efforts at companies with varied locations, languages and cultures. | | | Significant experience with executive compensation programs and practices, including working directly with boards and compensation committees on compensation, talent and succession planning initiatives. | | | Provides diverse international perspective. |

  22. Information Regarding the Nominees for Election to the Board

    | | 10 |

  23. Information Regarding the Nominees for Election to the Board

    | J. Mark Howell | | | | Independent Director since December 2014 Age: 60 Current Board Committees: Audit Committee (Chair) and Nominating and Corporate Governance Committee | | Career Highlights | | | • Managing Director of Mintaka Ventures, LLC, a firm focused on private investments, since August 2021. • President and Chief Executive Officer of Conexus Indiana, Indiana’s advanced manufacturing and logistics initiative sponsored by Central Indiana Corporate Partnership, Inc., from January 2018 to August 2021. • Chief Operating Officer of Angie’s List, Inc., a national local services consumer review service and marketplace, from March 2013 to September 2017. Angie’s List, Inc. was acquired in 2017 and merged into ANGI Homeservices Inc. • President, Ingram Micro North America Mobility of Ingram Micro Inc., a technology distribution company, from 2012 to 2013. • President, BrightPoint Americas of BrightPoint, Inc., a distributor of mobile devices for phone companies, including Chief Operating Officer, Executive Vice President and Chief Financial Officer, from 1994 to 2012. BrightPoint, Inc. was sold to Ingram Micro Inc. in 2012. • Vice President and Corporate Controller of ADESA from August 1992 to July 1994, now a wholly owned subsidiary of the Company. • Audit Staff and Senior Staff at Ernst & Young LLP. • Graduate of the University of Notre Dame (BBA in Accounting). | | | Skills and Qualifications | | | | Extensive senior leadership experience at internet based and technology driven companies provides valuable insight as the Company continues to advance its digital transformation. | | | Significant executive leadership experience in the public company sector. | | | Provides unique, in depth knowledge of the Company and its industry as a former employee of ADESA. | | | Substantial financial experience. Certified Public Accountant with experience in public accounting and public companies. | | | Cybersecurity Certification: Mr. Howell earned a CERT Certificate in Cybersecurity Oversight from the National Association of Corporate Directors and the Software Engineering Institute of Carnegie Mellon University. |

  24. Information Regarding the Nominees for Election to the Board

    | Stefan Jacoby | | | | Independent Director since June 2019 Age: 67 Current Board Committees: Nominating and Corporate Governance Committee (Chair) | | Career Highlights | | | • Consultant in the automotive industry since January 2018, including serving as Chairman of the Board of Sion Power Corporation since May 2023 and as Non-Executive Director of McLaren Group from September 2021 to September 2024. • Executive Vice President of General Motors Company, a multinational company that designs, manufactures and markets vehicles worldwide, and President of GM International Operations, from August 2013 to January 2018. • Chief Executive Officer and President of Volvo Car Corporation, a multinational vehicle manufacturer and marketer, from August 2010 to October 2012. • Served in several capacities at Volkswagen AG, a multinational automotive manufacturing company, between 2004 and 2010, most recently serving as Chief Executive Officer and President of Volkswagen Group of America from 2007 to 2010 and as Executive Vice President of Group Marketing and Sales at Volkswagen AG from 2004 to 2007. • Chief Executive Officer and President of Mitsubishi Motors Europe, the European headquarters of automotive manufacturer Mitsubishi Motors, from 2001 to 2004. • Served in a variety of finance and leadership roles at Volkswagen AG from 1985 to 2001. • Graduate of the University of Cologne, Germany. Other Public Company Directorships: Innoviz Technologies Ltd. | | | Skills and Qualifications | | | | More than 30 years of broad international experience in the automotive industry, including senior management positions with global automakers in Germany, Japan, the Netherlands, Sweden, Singapore and the United States. | | | Deep insights and understanding of the macro trends and technologies rapidly transforming the automotive industry, including mobility as a service and autonomous vehicles. | | | Extensive knowledge of customer experience and retail structures. Expansive experience in finance, sales and marketing has given him a deep understanding of the impact of both areas on profitability and successful market growth. | | | Strong leadership skills in managing and motivating people for establishing momentum for growth and change, building high performance teams in transformative periods and recruiting and retaining senior management. |

  25. Information Regarding the Nominees for Election to the Board

    | | 11 |

  26. Information Regarding the Nominees for Election to the Board

    | Peter Kelly | | | | Director since April 2021 Age: 56 Chief Executive Officer | | Career Highlights | | | • Chief Executive Officer of the Company since April 2021. • President of the Company from January 2019 to March 2021. • President of Digital Services of the Company from December 2014 to January 2019 and Chief Technology Officer of the Company from June 2013 to January 2019. • President and Chief Executive Officer of OPENLANE US, Inc. (“OPENLANE US”), a subsidiary of the Company, from February 2011 to June 2013. • President and Chief Financial Officer of OPENLANE US from February 2010 to February 2011. • Co-founded OPENLANE US in 1999, and served in a number of executive roles at OPENLANE US from 1999 to 2010. • Prior to his work with OPENLANE US, managed engineering, construction and procurement projects for Taylor Woodrow, a U.K.-based construction and development firm, from 1989 to 1997. • Graduate of the University College Dublin (Engineering) and Stanford University (MBA). | | | Skills and Qualifications | | | | More than 20 years of experience in the Company’s industry, with unique insights gained as a co founder and executive of a digital auction start up and subsequently as a senior executive of the Company, leading our digital services and technology teams and offerings. | | | As former President and now Chief Executive Officer, Mr. Kelly has a thorough and in depth understanding of the Company’s business and industry, including its employees, business units, customers and digital opportunities, which provides an additional perspective to the Board. Mr. Kelly’s entrepreneurial mindset provides further unique perspective. | | | Deep insights into the businesses and technologies rapidly transforming the Company’s business and industry. | | | Strong leadership skills and technology expertise. |

  27. Information Regarding the Nominees for Election to the Board

    | Michael T. Kestner | | | | Independent Director since December 2013 Chair of the Board since April 2023 Age: 71 Current Board Committees: Audit Committee | | Career Highlights | | | • Consultant in the building products and automotive industry since December 2015. • Chief Financial Officer of Building Materials Holding Corporation, a building products company, from August 2013 to December 2015. • Partner in FocusCFO, LLC, a consulting firm providing part time CFO services, from April 2012 to August 2013. • Executive Vice President, Chief Financial Officer and a director of Hilite International, Inc., an automotive supplier of powertrain parts, from October 1998 to July 2011. • Chief Financial Officer of Sinter Metals, Inc., a supplier of powder metal precision components, from 1995 to 1998. • Served in various capacities at Banc One Capital Partners, Wolfensohn Ventures LP and as a senior audit manager at KPMG LLP. • Graduated from Southeast Missouri State University. | | | Skills and Qualifications | | | | Extensive business, management, and operational experience as a senior leader in the automotive industry both domestically and internationally provides him with valuable leadership skills and additional insight into business, financial and strategic matters that are important to the Company. | | | Brings valuable experience and perspective from serving over 20 years as a CFO of public and private companies, including in the areas of accounting and financial reporting, internal controls and procedures, compliance, risk management, investor relations, capital markets, strategic cost initiatives, complex financial transactions, and mergers, acquisitions and divestitures. | | | Extensive experience in financial analysis and financial statement preparation. | | | Certified Public Accountant with experience in public accounting and public companies. |

  28. Information Regarding the Nominees for Election to the Board

    | | 12 |

  29. Information Regarding the Nominees for Election to the Board

    | Sanjeev Mehra | | | | Independent Director since October 2021 Age: 66 Current Board Committees: Compensation Committee | | Career Highlights | | | • Managing Partner of Periphas Capital, LP, a private equity investing firm focused on making investments in technology enabled business services, consumer and industrial companies, since founding the firm in 2017. • Previously served in a variety of positions at Goldman, Sachs & Co. (“Goldman”) from 1986 to 2017, including Partner from 1998 to 2016, and held a range of other senior positions, including vice chairman of the global private equity business, and prior to that, co-head of the Americas private equity business. • Founding member of Goldman’s Principal Investment Area (“PIA”), the firm’s private investing arm of its Merchant Banking Division, and served on the PIA Investment Committee from 1998 to 2017. • Has served on the board of directors of over 25 companies, including on the Board of the Company from 2007 until 2013. • Received his MBA from Harvard Business School and a BA from Harvard College. Other Public Company Directorships: Periphas Capital Partnering Corporation (until January 2023) | | | Skills and Qualifications | | | | Extensive experience in advising companies and working closely with management teams to foster growth, transformational change and operational efficiency. | | | Substantial experience in evaluating companies’ strategies, operations and financial performance, which provides important perspectives and insights. | | | Former service on the Company’s Board provides unique, in depth knowledge of the Company and its industry. | | | Current and prior public board service brings valuable skills and perspectives to our Board, including extensive time serving as a lead independent director and chairman of board committees. |

  30. Information Regarding the Nominees for Election to the Board

    | Mary Ellen Smith | | | | Independent Director since October 2019 Age: 65 Current Board Committees: Audit Committee and Nominating and Corporate Governance Committee | | Career Highlights | | | • Corporate Vice President of Worldwide Business Operations of Microsoft Corporation (“Microsoft”), a technology company, from 2013 to January 2024. • Vice President of Worldwide Commercial Operations of Microsoft from 2011 to 2013, General Manager of Commercial Operations of Microsoft from 2010 to 2011, and President and General Manager of Microsoft Licensing, GP from 2006 to 2010. • Served in several roles at Hewlett Packard Company from 1996 to 2006, including Vice President of Volume Direct and Supply Chain Operations from 2004 to 2006, and Vice President of Worldwide Customer Operations from 2002 to 2004. • Graduate of Bowling Green State University (BSBA) and Wright State University (MBA). Earned certificates of completion from Stanford University’s Executive Program and Directors’ Consortium Program. Fellow at the Stanford University Distinguished Careers Institute (2024–2025). | | | Skills and Qualifications | | | | Over 30 years of experience in the technology industry, focusing on global operations strategy, business transformation, change management, manufacturing, supply chain and logistics. | | | Expertise in digital business transformation and generative AI, transforming business processes from physical to digital supply chain operations, driving highly impactful business model and cost improvements. | | | Knowledge in leading go-to-market growth and expansion, building operating performance models for new businesses in emerging and global markets. | | | Proven leader in managing high performance teams, championing diversity and inclusion across all dimensions. | | | Risk and Cybersecurity Certifications: Ms. Smith earned a Qualified Risk Director designation and a Certificate in Cyber Risk Governance from the DCRO Institute. |

  31. Information Regarding the Nominees for Election to the Board

    | | The Board of Directors recommends a vote FOR the election of each of the foregoing eight nominees to the Board of Directors. |

  32. Information Regarding the Nominees for Election to the Board

    Proxies solicited by the Board of Directors will be voted “FOR” the election of each of the eight director nominees named in this proxy statement and on the proxy card unless stockholders specify a contrary vote.

  33. Information Regarding the Nominees for Election to the Board

    | | 13 |

  34. Information Regarding the Nominees for Election to the Board

    | BOARD STRUCTURE AND CORPORATE GOVERNANCE |

  35. Stockholder Engagement

    | DIRECTOR COMPENSATION |

  36. Stockholder Engagement

    We use a combination of cash and stock-based incentive compensation to attract and retain independent, qualified candidates to serve on the Board. The Board makes all director compensation determinations after considering the recommendations of the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee reviews director compensation annually, assisted periodically by an independent compensation consultant. In setting director compensation, we consider various factors including market comparison studies and trends, the responsibilities of directors generally, including committee chairs, and the significant amount of time that directors expend in fulfilling their duties. In establishing the non-employee director compensation recommendations, the Nominating and Corporate Governance Committee utilized a balance of cash and equity, with the majority of the compensation delivered through equity grants. Pursuant to the Omnibus Plan, non-employee directors are not eligible to receive aggregate compensation, including equity awards and cash fees, exceeding $750,000 in total value in any calendar year. Directors who also serve as employees of the Company do not receive payment for service as directors. Messrs. Mackenzie and Mehra have each agreed not to receive compensation for their service as directors. Our current director compensation program became effective in 2019 and was based in part on a review by ClearBridge Compensation Group LLC (“ClearBridge”) of our director compensation program and those of the Company’s then-current comparator group (which was also used in executive compensation benchmarking). In 2023, in consultation with ClearBridge and after review of market and current comparator group data, the Nominating and Corporate Governance Committee recommended, and the Board agreed, that the annual stock retainer be increased from $130,000 to $170,000 and an independent Chair of the Board cash retainer of $100,000 be implemented. In July 2024, in consultation with Exequity LLP (“Exequity”) and after review of market data and current comparator group data, the Nominating and Corporate Governance Committee recommended, and the Board agreed, that the Audit Committee chair fee should be increased from $25,000 to $35,000 effective as of the 2024 annual meeting (i.e., upon reallocation of the former Risk Committee responsibilities). Except for an increase in the Lead Independent Director retainer (from $30,000 to $37,500) in 2021, there have been no other increases in compensation paid to our directors since 2019.

  37. Components of Director Compensation

    Components of Director Compensation For 2024, non-employee directors were entitled to receive the following cash and stock retainers:

  38. Components of Director Compensation

    | 2024 Components(1) | Annual Amount | Form of Payment(2) | | Annual Cash Retainer(3) | $85,000 | Cash | | Annual Stock Retainer(4) | $170,000 | Restricted Stock | | Independent Chair Fee(5) | $100,000 | Cash | | Audit Committee Chair Fee(6) | $35,000 | Cash | | Compensation Committee Chair Fee | $20,000 | Cash | | Nominating and Corporate Governance Chair Fee | $10,000 | Cash | | Audit Committee Membership Fee | $7,500 | Cash |

  39. Components of Director Compensation

    (1) The annual cash retainer for the Risk Committee Chair was $10,000. The Risk Committee ceased effective June 7, 2024. (2) May elect to receive the annual cash retainer and committee membership fees in shares of our common stock. (3) One-fourth of the annual cash retainer is paid at the end of each quarter, provided the director served as a director in such fiscal quarter. (4) Pursuant to our Policy on Granting Equity Awards, unless specifically provided otherwise by the Compensation Committee or the Board, annual grants for directors are effective on the date of the annual meeting at which the director was elected or re-elected. The annual restricted stock grant vests after one year (i.e., on the anniversary of the annual meeting) and is subject to forfeiture until vested. The number of shares of our common stock received is based on the value of the shares on the date of the restricted stock grant. (5) If the Board Chair is not an independent director, the Lead Independent Director would be entitled to a $37,500 fee. The Audit Committee Chair fee was increased from $25,000 to $35,000 effective June 7, 2024.

  40. Components of Director Compensation

    | | 20 |

  41. Components of Director Compensation

    Annual cash and stock retainers and any applicable fees described above are prorated for non-employee directors who begin such service on a date other than the date of the Company’s annual meeting of stockholders. Directors do not receive fees for attending Board or committee meetings. All of our directors are reimbursed for reasonable expenses incurred in connection with attending Board meetings, committee meetings and director education events.

  42. Director Compensation Paid in 2024

    Director Compensation Paid in 2024 The following table provides information regarding the fiscal 2024 compensation paid to our non-employee directors:

  43. Director Compensation Paid in 2024

    | Name | Fees Earned or Paid in Cash(1) | Stock Awards(2) | Total | | Randolph Altschuler(3) | $48,909 | $165,359 | $214,268 | | Carmel Galvin | $105,000 | $170,015 | $275,015 | | James P. Hallett(4) | $37,130 | — | $37,130 | | Mark E. Hill(4) | $41,498 | — | $41,498 | | J. Mark Howell | $120,000 | $170,015 | $290,015 | | Stefan Jacoby | $90,660 | $170,015 | $260,675 | | Michael T. Kestner | $192,500 | $170,015 | $362,515 | | Roy Mackenzie(5) | — | — | — | | Sanjeev Mehra(5) | — | — | — | | Mary Ellen Smith | $92,516 | $170,015 | $262,531 |

  44. Director Compensation Paid in 2024

    The amounts represent the $85,000 annual cash retainer paid to each non-employee director, plus an additional $100,000 paid to the Chair of the Board, an additional $30,659 paid to the Chair of the Audit Committee (the Audit Committee Chair fee was increased from $25,000 to $35,000 effective June 7, 2024), an additional $20,000 paid to the Chair of the Compensation Committee, an additional $10,000 paid to the Chair of the Nominating and Corporate Governance Committee

  45. Director Compensation Paid in 2024

    | | 21 |

  46. Director Compensation Paid in 2024

    (prorated to reflect Mr. Hill serving as Chair until June 7, 2024 and Mr. Jacoby serving as Chair thereafter), an additional $4,341 paid to the Chair of the Risk Committee prior to June 7, 2024, and an additional $7,500 paid to members of the Audit Committee (other than the Chair). Pursuant to the Director Deferred Compensation Plan, Mr. Altschuler elected to defer his annual cash retainer and his Audit Committee membership fee in a deferred cash account. Ms. Smith elected to receive her annual cash retainer and her Audit Committee membership fee in shares of the Company’s common stock. The amounts represent the aggregate grant date fair value, computed in accordance with the Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“ASC 718”), of shares of restricted stock awarded to each non-employee director as an annual stock retainer. Each non-employee director who was serving as a director after June 7, 2024, the date of our 2024 annual meeting, received 10,132 shares of restricted stock as an annual stock retainer in June 2024. Pursuant to the Director Deferred Compensation Plan, Messrs. Altschuler, Howell and Kestner, and Ms. Smith each elected to receive 100% of his or her annual stock retainer in a deferred share account. Please see “Outstanding Director Awards” below for the aggregate number of stock awards outstanding at fiscal year-end for each non-employee director. (3) Mr. Altschuler joined the Board on June 17, 2024 and received prorated annual stock and cash retainers and Audit Committee membership fee. (4) Messrs. Hallett and Hill each served as a director until June 7, 2024, the date of our 2024 annual meeting. (5) Messrs. Mackenzie and Mehra each agreed to waive all non-employee director compensation in 2024. Mr. Kelly was not entitled to receive any fees or other compensation for serving as a member of our Board in 2024 because he was employed by the Company.

  47. 2024 Pay For Performance Highlights

    2024 Pay For Performance Highlights • A combination of Adjusted EBITDA performance and strategic vehicle volume goals were utilized as performance objectives under our 2024 annual incentive program, with a strategic performance modifier that could increase or decrease payouts by up to 15% based on the Company’s performance against preestablished strategic objectives. Payouts were 109.7% of the target award amount for the named executive officers, inclusive of the strategic performance modifier. • The 2022 PRSUs paid out at 50.6% as a result of the Company’s three-year cumulative Adjusted EBITDA performance. • The first stock price vesting hurdles for certain 2021 performance-based stock options (2023 for Mr. Lakhia) were achieved, resulting in a portion of the performance-based stock options vesting in 2024. • We continued our heavy focus on performance-based equity awards, with 90% of the target annual long-term incentive awards under the 2024 annual long-term incentive program tied to pre-established financial and stock price performance goals. These highlights are discussed in more detail below.

  48. WHAT WE DO

    | | Pay for performance: Our annual incentive program is 100% performance based and our annual equity incentive program is 90% performance based. | | | Independent Compensation Committee: All of the members of our Compensation Committee are independent under NYSE rules. | | | Independent compensation consultant: The Compensation Committee retains its own independent compensation consultant to evaluate and review our executive compensation program and practices. | | | “Double-trigger” equity vesting: Accelerated vesting of assumed or replaced equity awards upon a change in control of the Company is only permitted if an executive experiences a qualifying termination of employment in connection with or following such change in control. | | | Robust equity ownership requirements: The stock ownership guideline is six times annual base salary for our CEO and three times annual base salary for our other executive officers. Executive officers are required to hold 60% of vested shares, net of taxes, until stock ownership guidelines are met. | | | Maximum payout caps: The Compensation Committee sets maximum amounts that may be payable for annual cash incentive compensation and PRSUs. | | | Annual compensation risk assessment: Each year, we perform an assessment of any risks that could result from our compensation programs and practices. | | | Clawback policy: Our clawback policy provides for the mandatory recovery and cancellation of an executive officer’s cash and equity incentive compensation in the event we are required to prepare an accounting restatement. | | | Stockholder alignment: We reward performance that meets or exceeds the performance goals that the Compensation Committee establishes with the objective of increasing stockholder value. |

  49. WHAT WE DON’T DO

    | | Pay dividends on unvested equity awards: Dividend equivalents and cash are accrued on PRSUs and RSUs, respectively, but are only paid out if, and to the extent that, the underlying PRSUs and RSUs vest. | | | Provide excise tax gross-ups: We do not provide “golden parachute” excise tax gross-ups. | | | Provide excessive perquisites: We provide a limited number of perquisites that are designed to support a competitive total compensation package. | | | Allow hedging or pledging of the Company’s securities: We prohibit hedging, pledging and short sales of Company stock by our directors and executive officers. | | | Reprice stock options: Stock option exercise prices are set equal to the grant date market price and cannot be repriced or discounted without stockholder approval. | | | Provide pension benefits or supplemental retirement plans: We do not maintain a defined benefit pension or supplemental retirement plans for our executive officers. |

  50. Role of the Independent Compensation Consultant

    Role of the Independent Compensation Consultant The Compensation Committee used ClearBridge as its independent compensation consultant for the first half of 2024. In June 2024, the Compensation Committee retained Exequity as its independent consultant following a comprehensive request for proposal process. ClearBridge and Exequity each provided the Compensation Committee advice and guidance with respect to (i) the assessment of the Company’s executive compensation programs and practices; (ii) the evaluation of annual and long-term incentive compensation plan design and practices; (iii) the selection of a comparator group; and (iv) the competitiveness of the executive officers’ elements of compensation. The independent compensation consultant regularly attends Compensation Committee meetings and attends executive sessions as requested by the Chair of the Compensation Committee. The Compensation Committee has reviewed the independence of ClearBridge and Exequity in light of SEC rules and NYSE listing standards

  51. Role of the Independent Compensation Consultant

    | | 29 |

  52. Role of the Independent Compensation Consultant

    regarding compensation consultants and has concluded that the respective work of ClearBridge and Exequity for the Compensation Committee does not raise any conflict of interest. All work respectively performed by ClearBridge and Exequity is and was subject to review and approval of the Compensation Committee.

  53. Compensation Committee’s Use of Market and Survey Data

    Compensation Committee’s Use of Market and Survey Data Although the Company is comprised of a unique mix of businesses and lacks directly comparable public companies, the Compensation Committee understands that most companies consider pay levels at comparably-sized, peer companies when setting named executive officer compensation levels. With assistance from its independent compensation consultant, the Compensation Committee has developed a meaningful comparator group for the Company. In order to confirm competitiveness of compensation, the Compensation Committee uses a combination of proxy compensation data of a “comparator group” and compensation survey data (including surveys published by Aon Radford and Willis Towers Watson) in setting and adjusting compensation levels. The Compensation Committee, with assistance from its independent compensation consultant, annually reviews the composition of our comparator group. As part of such reviews, the Compensation Committee considers specific criteria and recommendations regarding companies to add or remove from the group. In light of the lack of directly comparable companies for the Company’s business, as noted above, companies in the comparator group utilized in 2024 were selected based on (i) a focus on North American-based companies that trade on a U.S. exchange in related industries, taking into account the Company’s maturity, business complexity and digital strategy; (ii) similarly-sized revenue and market capitalization levels; and (iii) companies with which the Company competes for executive talent. Where possible, the Compensation Committee included companies that are in related or similar industries to the Company and prioritized technology companies that offer online marketplaces and digital intermediary services. The comparator group used from April 2023 to July 2024 (i.e., the group of companies used to provide comparable market data for 2024 compensation decisions) consisted of the following 16 companies:

  54. Compensation Committee’s Use of Market and Survey Data

    | 2024 Comparator Group | | | | | ACV Auctions Inc. CarGurus, Inc. CarMax, Inc. Cars.com Inc. | Carvana Co. Copart, Inc. CoStar Group, Inc. Equifax Inc. | Etsy, Inc. Fair Isaac Corporation Gentex Corporation IAA, Inc.* | RB Global, Inc. TripAdvisor, Inc. Vroom, Inc. Yelp, Inc. |

  55. Compensation Committee’s Use of Market and Survey Data

    * IAA, Inc. was acquired by RB Global, Inc. in March 2023. Consistent with the Company’s compensation philosophy, the Compensation Committee viewed the comparator group and market data as an important guide, but not as the sole determinant in making its decisions regarding 2024 compensation levels (as discussed below). In July 2024, based on the recommendation of Exequity, the Compensation Committee continued to refine the comparator group and approved a revised comparator group consisting of the following 16 companies (removing IAA, Inc. and Vroom, Inc. and adding ACI Worldwide, Inc. and Frontdoor, Inc.):

  56. Compensation Committee’s Use of Market and Survey Data

    | Revised 2024 Comparator Group | | | | | ACI Worldwide, Inc. ACV Auctions Inc. CarGurus, Inc. CarMax, Inc. | Cars.com Inc. Carvana Co. Copart, Inc. CoStar Group, Inc. | Equifax Inc. Etsy, Inc. Fair Isaac Corporation Frontdoor, Inc. | Gentex Corporation RB Global, Inc. TripAdvisor, Inc Yelp, Inc. |

  57. Compensation Committee’s Use of Market and Survey Data

    Companies in the revised comparator group were generally selected based on the same criteria as the prior comparator group, but with an additional focus on financial and operational performance comparability.

  58. Elements of 2024 Executive Compensation Program Design

    | | Element | Key Characteristics | Why We Pay This Element | How We Determine Amount | 2024 Decisions | | Fixed | Base salary | Fixed compensation component payable in cash. Reviewed annually and adjusted when appropriate. | Attract and retain skilled and experienced executives. Compensate for performance of daily job responsibilities. | Base salaries are based on individual performance, experience, skills, job scope, tenure, review of competitive pay practices and base salary as a percentage of total compensation. | Only one named executive officer received a salary increase in 2024, which was tied to a promotion. See page 32. | | At Risk | Annual cash incentive awards | Variable compensation component payable in cash based on performance against annually established targets. | Motivate and reward for the successful achievement of pre-determined performance objectives aligned with our key annual objectives. | Award opportunities are based on individual performance, experience, job scope and review of competitive pay practices. Target annual incentive amount is set as a percentage of base salary. | Actual award payouts were based on a combination of the achievement of Adjusted EBITDA (80%) and strategic volume (20%) goals, along with a strategic modifier (+/- 15%) based on certain strategic objectives. The Company’s performance against its Adjusted EBITDA, strategic volume and strategic modifier goals resulted in a payout of 109.7% of the target award for named executive officers. See page 35. | | | Performance-based restricted stock units (PRSUs) | PRSUs vest at the end of a three-year performance period. | Motivate and reward executives for performance on key long-term measures. Align the interests of executives with long-term stockholder value. | Award opportunities are based on individual’s ability to impact future results, job scope, individual performance and review of competitive pay practices. PRSU awards generally made up approximately 50% of the value of the aggregate long-term incentives under the 2024 executive compensation program. | The Compensation Committee granted PRSUs to each named executive officer in 2024. See page 37. 2024 PRSU awards are earned based on a combination of three-year (i) Cumulative Adjusted EBITDA (75%) and (ii) Relative TSR (25%) performance through December 31, 2026. | | | Performance-based stock options The performance-based hurdles require achieving and maintaining a minimum stock price appreciation threshold as an additional vesting condition. | Become eligible to vest and become exercisable in 25% increments, each upon the later to occur of (i) the first four anniversaries of the grant date, respectively, and (ii) the attainment of a closing price of the Company’s common stock at or above, for each respective 25% increment, $5, $10, $15, and $20 over the exercise price, for twenty consecutive trading days. | Align the interests of executives with long-term stockholder value; further incentivize our executives to drive long-term stockholder value creation; no options will vest and become exercisable without achievement of pre-established performance goals. | Award opportunities are based on individual performance, experience, job scope and review of competitive pay practices. Performance-based stock options made up 40% of the value of the aggregate long-term incentives granted to named executives in 2021 (2023 for Mr. Lakhia) to apply to the 2024 executive compensation program. | The Compensation Committee granted performance-based stock options to each of the named executive officers in 2021 (2023 for Mr. Lakhia), which covered stock option grants that would have otherwise been granted in 2024. Therefore, no additional stock options were granted in 2024. In December 2024, the first performance-based hurdle was achieved for certain of the stock options. See page 36. | | | Time-based stock options | Vest and become exercisable in equal installments on each of the first four anniversaries of the grant date. | Incentivize performance by linking realized compensation over long-term appreciation in stock price. | Award opportunities are based on individual performance, experience, job scope and review of competitive pay practices. Time-based stock options made up 10% of the value of the aggregate long-term incentives granted to named executives in 2021 (2023 for Mr. Lakhia) to apply to the 2024 executive compensation program. | The Compensation Committee granted time-based stock options to the named executive officers in 2021 (2023 for Mr. Lakhia), which covered stock options that would have otherwise been granted in 2024. Therefore, no additional stock options were granted in 2024. See page 36. |

  59. Compensation Structure and Goal Setting

    Compensation Structure and Goal Setting Our executive compensation program is designed to deliver compensation in accordance with our performance, with a large percentage of the compensation at risk through long-term equity awards and annual cash incentive awards. These awards are linked to actual performance, consistent with our belief that a significant amount of executive compensation should be in the form of equity and that a greater percentage of compensation should be tied to performance for executives who bear higher levels of responsibility for our performance. The mix of target direct compensation under our 2024 executive compensation program for our CEO and the average of our other named executive officers is shown in the charts below. Approximately 91% of our CEO’s total target compensation, and approximately 76% of the average total target compensation of our other named executive officers, is at-risk.* * To better represent target annual compensation under our 2024 executive compensation program, these charts include the performance- and time-based stock options granted to the named executive officers in prior years intended to cover stock option grants that would otherwise be made in 2024 and exclude RSUs granted separate from the 2024 program.

  60. Annual Cash Incentive Program

    Annual Cash Incentive Program Under the Company’s Annual Incentive Program (the “Annual Incentive Program”), which is part of the OPENLANE, Inc. Second Amended and Restated 2009 Omnibus Stock and Incentive Plan (the “Omnibus Plan”), the grant of cash-based awards to eligible participants is contingent upon the achievement of certain pre-established performance goals as determined by the Compensation Committee. The Annual Incentive Program is designed so that a significant proportion of our named executive officers’ annual cash compensation is variable and directly tied to key performance goals.

  61. 2024 ANNUAL INCENTIVE PROGRAM

    2024 ANNUAL INCENTIVE PROGRAM As described below, the 2024 Annual Incentive Program was tied 100% to pre-established, objective performance metrics, utilizing a combination of Adjusted EBITDA performance (80%) and North America volume objectives (20%), with a performance modifier tied to pre-defined quantitative and qualitative strategic objectives that can increase or decrease the overall payout by up to 15%.

  62. Annual Incentive Opportunity

    Annual Incentive Opportunity In 2024, each of our named executive officers was eligible to earn a cash-based incentive award under the Annual Incentive Program. The Compensation Committee establishes, on an annual basis, specific targets that determine the size of payouts under the Annual Incentive Program. In 2024, the annual incentive opportunity based on achievement of 2024 Adjusted EBITDA and 2024 NA Volume for each named executive officer was as follows:

  63. Annual Incentive Opportunity

    | | | Annual Incentive Opportunity | | | Annual Incentive Goal Weighting % | | | Name | Base Salary | Threshold % of Base Salary | Target % of Base Salary | Maximum % of Base Salary | 2024 Adjusted EBITDA | 2024 NA Volume | | Peter Kelly | $773,000 | 62.5 | 125 | 250 | 80 | 20 | | Brad Lakhia | $575,000 | 40 | 80 | 160 | 80 | 20 | | James Coyle(1) | $600,000 | 50 | 100 | 200 | 80 | 20 | | Chuck Coleman | $468,000 | 37.5 | 75 | 150 | 80 | 20 | | Will Mitchell(1) | $368,423 | 31.1 | 62.2 | 124.4 | 80 | 20 | | Srisu Subrahmanyam | $468,000 | 50 | 100 | 200 | 80 | 20 |

  64. Annual Incentive Opportunity

    (1) Mr. Coyle was also provided a $150,000 Unify target opportunity under the Annual Incentive Program, as described below. Effective April 1, 2024, Mr. Mitchell’s base salary and target annual incentive opportunity were increased from $273,000 to $400,000 and 50% to 65%, respectively; the base salary and target annual incentive opportunity shown in the table reflect the prorated, blended base salary and target annual incentive opportunity applied to the award.

  65. Performance Targets

    Performance Targets The Compensation Committee reviews the Company’s business plan approved by the Board and determines the level of performance required to receive threshold, target and maximum annual incentive payouts. The Compensation Committee established the performance objectives in amounts which it believed would increase stockholder value and be achievable given sustained performance on the part of the named executive officers and which would require increasingly greater results to achieve the target and maximum objectives. Consistent with the terms of the Omnibus Plan, the Compensation Committee may adjust performance goals to reflect unforeseen, unusual or extraordinary events or circumstances. The Compensation Committee did not increase or decrease the targets or potential payouts of the 2024 Annual Incentive Program awards. The Compensation Committee established the following 2024 Annual Incentive Program targets:

  66. Performance Targets

    | | | 2024 Targets | | | Performance Leverage (% of Target Goal) | | | Payout Leverage (% of Target Payout) | | | | ($ in millions) | Weighting | Threshold | Target | Maximum | Threshold | Target | Maximum | Threshold | Target | Maximum | | 2024 Adjusted EBITDA | 80% | $270 | $290 | $320 | 93% | 100% | 110% | 50% | 100% | 200% | | 2024 NA Volume | 20% | 720,359 | 774,580 | 828,800 | 93% | 100% | 107% | 50% | 100% | 200% |

  67. 2024 Annual Incentive Program Payouts

    2024 Annual Incentive Program Payouts The actual annual incentive award earned by named executive officers for 2024 was determined by the Company’s achievement of the Adjusted EBITDA and NA Volume performance goals, as modified by the Strategic Modifier, each as determined by the Compensation Committee.

  68. 2024 Annual Incentive Program Payouts

    | | 34 |

  69. 2024 Annual Incentive Program Payouts

    Under the Annual Incentive Program, threshold performance objectives must be met in order for a payout to occur. Payouts can range from 50% of target awards for performance at threshold, up to a maximum of 200% of target awards for maximum performance, or no payout if performance is below threshold. Our 2024 performance resulted in our named executive officers being eligible to receive an award under the Annual Incentive Program. The actual amounts received are set forth in the “Summary Compensation Table for 2024” on page 45. The following chart provides the actual level of Adjusted EBITDA and NA Volume performance achieved in 2024. In determining Strategic Modifier achievement, the Compensation Committee reviewed performance against the strategic objectives, acknowledging the highlights below, and determined that an 8% positive adjustment would be made to the payouts.

  70. 2024 Annual Incentive Program Payouts

    | Strategic Modifier Performance Highlights | | | Growth | Successfully completed Marketplace growth and go-to-market initiatives | | Customer Experience | Launched customer NPS tracking for Marketplace and AFC and improved customer experience scores | | Technology | Advanced technology modernization and product innovation initiatives and reduced technology spend | | Operational Efficiency | Successfully executed cost savings initiatives | | Employee Engagement | Launched quarterly employee NPS tracking and maintained positive employee satisfaction scores |

  71. 2024 Annual Incentive Program Payouts

    Based on 2024 performance and the accompanying payout percentages for the different performance goals, our named executive officers earned the percentages and corresponding payout amounts of their target annual incentive awards as set forth below:

  72. 2024 Annual Incentive Program Payouts

    | | Target | Actual | | | | | | | Name | Target Annual Incentive Award(1) | % of Adjusted EBITDA Target Award Earned (80% Weighting) | % of NA Volume Target Award Earned (20% Weighting) | Strategic Modifier | % of Unify Target Award Earned(2) | % of Total Target Award Earned | 2024 Payout (Actual Annual Incentive Award) | | Peter Kelly | $966,250 | 111.3% | 62.4% | 8.0% | — | 109.7% | $1,059,976 | | Brad Lakhia | $460,000 | 111.3% | 62.4% | 8.0% | — | 109.7% | $504,620 | | James Coyle | $750,000 | 111.3% | 62.4% | 8.0% | 100% | 109.7% | $808,200 | | Chuck Coleman | $351,000 | 111.3% | 62.4% | 8.0% | — | 109.7% | $385,047 | | Will Mitchell | $229,294 | 111.3% | 62.4% | 8.0% | — | 109.7% | $251,536 | | Srisu Subrahmanyam | $468,000 | 111.3% | 62.4% | 8.0% | — | 109.7% | $513,396 |

  73. 2024 Annual Incentive Program Payouts

    (1) The target incentive award for Mr. Coyle includes the Unify opportunity (described below). The target annual incentive award for Mr. Mitchell reflects the mid-year base salary and annual incentive award opportunity adjustment described on page 34. Accelerating organizational change across the Marketplace and technology teams in 2024, including consolidating leadership across the business units and technology teams, was critical to position the Company for future growth. In connection with Mr. Coyle being promoted to the unified Marketplace leader, Mr. Coyle was responsible for consolidating the leadership teams while simultaneously integrating technology platforms to connect more buyers and sellers. During 2024, the Compensation Committee provided Mr. Coyle an additional one-time $150,000 annual incentive opportunity under the Annual Incentive Program tied to achievement of these critical unification initiatives

  74. 2024 Annual Incentive Program Payouts

    | | 35 |

  75. 2024 Annual Incentive Program Payouts

    (the “Unify” opportunity). In determining achievement, the Compensation Committee determined that Mr. Coyle accomplished each of the pre-defined objectives, notably timely and successful (i) reorganization and consolidation of the Marketplace and technology leadership teams and (ii) execution of technology platform consolidation initiatives. Such performance resulted in Mr. Coyle earning the full $150,000 target opportunity.

  76. 2025 ANNUAL INCENTIVE PROGRAM

    2025 ANNUAL INCENTIVE PROGRAM In the first quarter of 2025, the Compensation Committee approved the performance objectives for our 2025 Annual Incentive Program. For 2025, the annual incentive opportunity for each named executive officer will be weighted on a combination of Adjusted EBITDA (70%) and U.S. auction fee revenue (30%) performance of the Company, with a performance modifier tied to pre-defined quantitative and qualitative strategic objectives that can increase or decrease the final award by up to 10%.

  77. Long-Term Incentive Opportunities

    Long-Term Incentive Opportunities To further align our named executive officers’ interests with those of our stockholders, the Company provides long-term incentive compensation opportunities under the Omnibus Plan. The Company currently grants long-term incentive awards under the Omnibus Plan. Our Board adopted the Omnibus Plan on December 10, 2009, and it has since been amended and restated, as approved by our stockholders. Under the Omnibus Plan, participants are eligible to receive stock options, restricted stock, RSUs (with or without performance conditions), stock appreciation rights, other stock-based awards and/or cash-based awards, each as determined by the Compensation Committee. 2021–2024 Long-Term Incentive Program Framework In the first quarter of 2021, the Compensation Committee approved changes to the components of our long-term incentive program, applicable for the 2021-2024 compensation periods. In prior years (2015-2020), named executive officers had been granted long-term incentive awards on an annual basis in the form of PRSUs and RSUs. In 2021, in connection with the Company’s digital transformation and go-forward strategy, the Compensation Committee approved changes to the structure of our long-term incentive program, including the elimination of RSUs and the introduction of performance- and time-based stock options, as described below. In 2021, the Compensation Committee granted named executive officers additional performance-based stock options and time-based stock options, intended to cover stock option grants that would otherwise be made in 2022, 2023 and 2024 (i.e., 50% of the grant value attributed to those years). As a result of the 2021 grants, in 2022, 2023 and 2024, the Compensation Committee only granted PRSUs to our named executive officers as part of the 2021-2024 long-term incentive program framework, with a target value equal to 50% of the long-term incentive grant value that our named executive officers would otherwise receive (with any increases in target long-term incentive opportunities being provided in the form of PRSUs). The Compensation Committee approved these stock option grants attributable to future years (i.e., 2022, 2023 and 2024), of which 80% are tied to stock price vesting hurdles, to motivate executives to achieve the Company’s go-forward business strategy, including our digital transformation; further align the executives’ interests with stockholders; reward the executive management team for meaningful stock price growth above the grant date stock price; and enhance the retentiveness of the compensation program. The stock price vesting hurdles for the performance-based stock options were set at levels that require significant growth, and, as of the date hereof, over 80% of the performance-based options remain unvested and unexercisable, which ensures our executives continue to remain highly incentivized to achieve the performance goals. 2025 Long-Term Incentive Program Framework In the fourth quarter of 2024, the Compensation Committee approved changes to the structure of our go-forward long-term incentive program, including the elimination of stock options and reintroduction of RSUs. For 2025, named executive officers will be granted long-term incentive awards on an annual basis in the form of PRSUs and RSUs, allocated such that 50% of the value will be in the form of PRSUs and the remaining 50% in the form of RSUs.

  78. Long-Term Incentive Opportunities

    | | 36 |

  79. Long-Term Incentive Opportunities

    On February 22, 2024 (and on May 3, 2024 for Mr. Mitchell and again on November 8, 2024 for Mr. Coyle), the Compensation Committee granted PRSUs to the Company’s named executive officers, as described in the table below. Awards were based on the individual’s ability to impact future results, job scope, individual performance, and a review of competitive pay practices. The target award value took into account that the stock options attributable to the 2024 program were granted in 2021 (2023 for Mr. Lakhia).

  80. Long-Term Incentive Opportunities

    | Name | Target PRSUs | Value of Target PRSUs at Grant(1) | | Peter Kelly | 341,065 | $5,000,013 | | Brad Lakhia | 78,445 | $1,150,004 | | James Coyle(2) | 62,316 | $975,028 | | Chuck Coleman | 34,107 | $500,009 | | Will Mitchell(3) | 12,720 | $225,017 | | Srisu Subrahmanyam | 30,696 | $450,003 |

  81. Long-Term Incentive Opportunities

    (1) These amounts represent the grant date fair value as calculated based on the stock price at the date of grant. For the aggregate grant date fair value of these awards as computed in accordance with ASC 718, see “Summary Compensation Table for 2024” and “Grants of Plan-Based Awards for 2024” below. (2) To reflect Mr. Coyle’s increased target long-term incentive opportunity to align with market competitive practice for his expanded role and responsibilities as the consolidated Marketplace segment leader, on November 8, 2024, Mr. Coyle received an incremental make-whole grant of 12,861 PRSUs and 12,861 RSUs (as described in more detail below) reflective of the go-forward long-term incentive program structure, which PRSUs are included in this table. (3) Mr. Mitchell was granted RSUs on February 22, 2024, prior to being promoted to President of AFC and joining the Company’s executive management team on April 1, 2024 (as described in more detail below). Mr. Mitchell’s aggregate 2024 long-term incentive target opportunity was increased in connection with his promotion, and on May 3, 2024, Mr. Mitchell received an incremental make-whole grant of 12,720 PRSUs, which are included in this table.

  82. 2024 Performance-Based RSU Awards

    2024 Performance-Based RSU Awards Seventy-five percent (75%) of the PRSUs will vest if and to the extent that the sum of the Company’s “Cumulative Adjusted EBITDA” exceeds certain levels over the three-year measurement period beginning on January 1, 2024 and ending on December 31, 2026 (“Measurement Period”). The remaining twenty-five percent (25%) of the PRSUs will vest if and to the extent that the Company’s total shareholder return (“TSR”) relative to that of companies within the S&P SmallCap 600 Index exceeds the levels described below over the Measurement Period. “Cumulative Adjusted EBITDA” is defined as the sum of the Company’s Adjusted EBITDA for the three fiscal years in the Measurement Period. “Adjusted EBITDA” for a fiscal year is equal to the Company’s consolidated earnings before interest expense, income taxes, depreciation and amortization, as adjusted, calculated and reported in the Company’s annual earnings release and Form 10-K. Adjusted EBITDA may be further adjusted at the Compensation Committee’s discretion to exclude the impact of unplanned transactions or events, including but not limited to excluding the impact of acquisitions in the year of acquisition. “Relative TSR” is defined as the Company’s relative total shareholder return percentile ranking as compared to the S&P SmallCap 600 index. Calculation of Relative TSR will be based on a beginning price measured over the 20 trading days prior to the start of the Measurement Period and an ending price measured over the 20 trading days prior to the end of the Measurement Period.*

  83. 2024 Performance-Based RSU Awards

    | | 37 |

  84. 2024 Performance-Based RSU Awards

    | Relative TSR Percentile vs. S&P SmallCap 600 Companies | Number of PRSUs Vesting | | Below Threshold: Below 25th percentile | 0% of Target | | Threshold: 25th percentile | 50% of Target | | Target: 50th percentile | 100% of Target | | Maximum: Greater than or equal to 75th percentile | 200% of Target |

  85. 2024 Performance-Based RSU Awards

    Companies that were part of the S&P SmallCap 600 index as of the beginning of the Measurement Period but are no longer publicly traded as of the Measurement Date will be excluded, except those no longer publicly traded due to filing for bankruptcy during the Measurement Period will be assigned a total shareholder return of -100% for the Measurement Period. The total shareholder return for the common stock of the Company and an S&P SmallCap 600 component company will be adjusted to reflect changes in capitalization affecting the value of a share of common stock and assumes that all cash dividends are immediately reinvested in common stock of the entity using the closing market price on the dividend payment date. The amount of the target PRSUs actually earned and paid in shares of common stock in a lump sum following the performance period will be: 0% for below threshold performance, 50% for threshold performance, 100% for target performance and up to 200% for achieving the maximum performance level or higher. Linear interpolation will be used to calculate the percentage of PRSUs earned and paid if performance falls between the levels described above (and no PRSUs will be earned for performance below threshold performance).

  86. Other 2024 Long-Term Incentive Awards

    Other 2024 Long-Term Incentive Awards On February 22, 2024, prior to being promoted to President of AFC and joining the Company’s executive management team on April 1, 2024, the Compensation Committee granted RSUs to Mr. Mitchell under the long-term incentive program applicable for non-executive participants with a grant date fair value of $100,011. One-third of the RSUs will vest and convert into shares of common stock of the Company on each of the first three anniversaries of the grant date, subject to Mr. Mitchell’s continued employment with the Company through each such anniversary. On November 8, 2024, following the Compensation Committee’s approval of the 2025 long-term incentive framework and to reflect Mr. Coyle’s increased target long-term incentive opportunity to align with market competitive practice for his expanded role and responsibilities as the consolidated Marketplace segment leader, the Compensation Committee granted RSUs to Mr. Coyle under the go-forward long-term incentive program structure (i.e., 50% PRSUs and 50% RSUs) with a grant date fair value of $250,018 (i.e., 50% of the prorated, increased long-term incentive opportunity). One-third of the RSUs will vest and convert into shares of common stock of the Company on each of the first three anniversaries of the grant date, subject to Mr. Coyle’s continued employment with the Company through each such anniversary.

  87. PRIOR YEARS’ LONG-TERM INCENTIVE AWARDS

    PRIOR YEARS’ LONG-TERM INCENTIVE AWARDS

  88. 2023 Long-Term Incentive Awards

    2023 Long-Term Incentive Awards As previously disclosed, on February 24, 2023 (but on May 5, 2023 for Mr. Lakhia and again on August 4, 2023 for Mr. Coyle), the Compensation Committee granted PRSUs to certain of the Company’s named executive officers, which remained outstanding at fiscal year-end 2024. The PRSU awards have terms substantially similar to those granted in 2024. Also as previously disclosed, on May 5, 2023, Mr. Lakhia, who joined the Company on April 17, 2023, was granted performance-based stock options and time-based stock options under the Company’s 2021-2024 long-term incentive program framework. The stock option awards have terms substantially similar to those granted to other named executive officers in 2021. Mr. Lakhia also received a one-time sign-on RSU grant on May 5, 2023, in connection with his offer of employment, with one half of the RSUs vesting and converting into shares of common stock of the Company in equal installments on each of the first two anniversaries of the grant date, subject to Mr. Lakhia’s continued employment through each such anniversary. Mr. Mitchell did not participate in our 2023 executive compensation program but instead received RSUs under our long-term incentive program applicable for non-executive participants with terms substantially similar to those granted to Mr. Mitchell in 2024. As previously disclosed, on February 28, 2022, the Compensation Committee granted PRSUs to certain of the Company’s named executive officers, which three-year measurement period ended December 31, 2024. The PRSU

  89. 2023 Long-Term Incentive Awards

    | | 38 |

  90. 2023 Long-Term Incentive Awards

    awards have terms substantially similar to those granted in 2023 and 2024, except that one hundred percent (100%) of the PRSUs were tied to the Company’s Cumulative Adjusted EBITDA performance. The number of PRSUs that were eligible to vest based on Cumulative Adjusted achieved was determined in accordance with the chart below:

  91. 2023 Long-Term Incentive Awards

    | Cumulative Adjusted EBITDA During Measurement Period ($ in millions) | Number of PRSUs Vesting | | Below Threshold: Below $795 | 0% of Target | | Threshold: $795 | 50% of Target | | Target: $935 | 100% of Target | | Maximum: Greater than or equal to $1,075 | 200% of Target |

  92. 2023 Long-Term Incentive Awards

    The Company achieved Cumulative Adjusted EBITDA of $797 million over the three-year performance period ended December 31, 2024. As such, on February 19, 2025, based on the Cumulative Adjusted EBITDA achieved, 50.6% of the PRSUs vested. Mr. Mitchell did not participate in our 2022 executive compensation program but instead received RSUs under our long-term incentive program applicable for non-executive participants with terms substantially similar to those granted to Mr. Mitchell in 2023 and 2024. As previously disclosed, on December 9, 2022, a one-time RSU grant was made to certain key leaders following the sale of the ADESA U.S. physical auction business to Carvana for approximately $2.2 billion in cash (the “ADESA Sale”). One-third of the RSUs will vest and convert into shares of common stock of the Company on each of the first three anniversaries of the ADESA Sale (i.e., May 9, 2023, May 9, 2024, and May 9, 2025), subject to continued employment with the Company through each such vesting date.

  93. 2021 Long-Term Incentive Awards

    2021 Long-Term Incentive Awards As previously disclosed, on March 4, 2021 and June 4, 2021 (but on November 5, 2021 for Mr. Coyle), the Compensation Committee granted performance- and time-based stock options to certain of the Company’s named executive officers, some of which remained outstanding at fiscal year-end 2024. The performance-based stock options become eligible to vest and become exercisable in 25% increments, each upon the later to occur of (i) the first four anniversaries of the grant date, respectively, and (ii) the attainment of a closing price of the Company’s common stock at or above, for each respective 25% increment, $5, $10, $15, and $20 over the exercise price, for twenty consecutive trading days. The time-based stock options vest and become exercisable in equal installments on each of the first four anniversaries of the grant date, subject to the named executive officer’s continued employment with the Company through each such anniversary. As previously disclosed, on March 4, 2021 (but on November 5, 2021 for Mr. Coyle), the Compensation Committee granted PRSUs, which were not earned and did not vest in 2024 as a result of the Company’s Cumulative Operating Adjusted Net Income Per Share not achieving at least the threshold level of performance over the three-year measurement period ending December 31, 2023. Mr. Mitchell did not participate in our 2021 executive compensation program but instead received RSUs under our long-term incentive program applicable for non-executive participants, with the final one-third of the RSUs vesting and converting into shares of common stock of the Company in 2024.

  94. Retirement, Health and Welfare Benefits

    We provide certain enhanced retirement vesting of equity-incentive awards as described in “Potential Payments Upon Termination or Change in Control—Potential Payments Upon Termination or Change in Control Table.”

  95. Employment and Severance Agreements

    Employment and Severance Agreements The Compensation Committee recognizes that, from time to time, it is appropriate to enter into agreements with our executive officers to ensure that we continue to retain their services and to promote stability and continuity within the Company. All of our named executive officers have an employment agreement with the Company. A description of these agreements can be found in the section titled “Potential Payments Upon Termination or Change in Control—Employment Agreements with Named Executive Officers.”

  96. Tax and Accounting Considerations

    Tax and Accounting Considerations Section 280G. Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) and related provisions impose substantial excise taxes under Section 4999 of the Code on so-called “excess parachute payments” payable to certain named executive officers upon a change in control and result in the loss of the compensation deduction for such payments by the Company. None of the employment agreements entered into with named executive officers contain excise tax gross-up provisions. Tax Deductibility of Awards Under the Omnibus Plan. Section 162(m) of the Code (“Section 162(m)”) generally disallows a federal tax deduction by the Company for compensation paid to Covered Employees (as defined in Section 162(m)) in excess of $1,000,000. Though tax deductibility is one of many factors considered by the Compensation Committee when determining executive compensation, the Compensation Committee may make decisions in designing and approving pay programs that are not driven by tax consequences to the Company. Accounting for Stock-Based Compensation. We account for stock-based compensation in accordance with the requirements of ASC 718.

  97. Equity Grant Policies and Practices

    Equity Grant Policies and Practices Pursuant to our Policy on Granting Equity Awards, most of our equity grants occur on a pre-determined schedule, with equity grants generally occurring on the second trading day after the public release of the Company’s annual or quarterly earnings. Neither the Board nor the Compensation Committee grants equity awards in anticipation of the release of material nonpublic information, and the Company does not time the release of material nonpublic information based upon grant dates of equity awards or for the purpose of affecting the value of executive compensation. We did not grant any stock options or other stock appreciation awards in 2024.

  98. COMPENSATION COMMITTEE

    | SUMMARY COMPENSATION TABLE FOR 2024 |

  99. COMPENSATION COMMITTEE

    | Name and Principal Position(1) | Year(2) | Salary | Bonus(3) | Stock Awards(4) | Option Awards(5) | Non-Equity Incentive Plan Compensation(6) | All Other Compensation(7) | Total | | Peter Kelly Chief Executive Officer | 2024 | $773,000 | | $5,550,831 | | $1,059,976 | $34,846 | $7,418,653 | | | 2023 | $773,000 | | $4,783,508 | | $1,131,220 | $33,627 | $6,721,355 | | | 2022 | $767,692 | | $6,005,505 | | $216,024 | $39,001 | $7,028,222 | | Brad Lakhia Executive Vice President and Chief Financial Officer | 2024 | $575,000 | | $1,276,690 | | $504,620 | $33,870 | $2,390,180 | | | 2023 | $398,077 | $500,000 | $1,497,198 | $1,851,047 | $358,256 | $20,511 | $4,625,089 | | James Coyle Executive Vice President and President, Marketplace | 2024 | $600,000 | | $1,342,694 | | $808,200 | $34,290 | $2,785,184 | | | 2023 | $548,923 | | $621,077 | | $794,897 | $33,690 | $1,998,587 | | | 2022 | $500,000 | $800,000 | $1,177,215 | | | $32,930 | $2,510,145 | | Chuck Coleman Executive Vice President, Chief Legal Officer and Secretary | 2024 | $468,000 | | $555,093 | | $385,047 | $33,870 | $1,442,010 | | Will Mitchell President of AFC | 2024 | $365,808 | $22,000 | $359,468 | | $251,536 | $31,056 | $1,029,868 | | Srisu Subrahmanyam Executive Vice President, Operations and President, Services & International Markets | 2024 | $468,000 | | $499,578 | | $513,396 | $37,260 | $1,518,234 | | | 2023 | $468,000 | | $506,495 | | $547,902 | $35,060 | $1,557,457 | | | 2022 | $463,846 | | $1,252,218 | | $104,435 | $33,900 | $1,854,399 |

  100. COMPENSATION COMMITTEE

    | GRANTS OF PLAN-BASED AWARDS FOR 2024 |

  101. COMPENSATION COMMITTEE

    | OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2024 |

  102. COMPENSATION COMMITTEE

    | OPTION EXERCISES AND STOCK VESTED DURING FISCAL YEAR 2024 |

  103. COMPENSATION COMMITTEE

    | POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL |

  104. Equity-Based Awards—Omnibus Plan

    | Award Type | Termination or Change in Control Scenario* | | Options | Voluntary Termination or Termination for Cause: If voluntary, vested options remain exercisable for three months (or until earlier expiration date); if for Cause, all vested and unvested options are cancelled. Termination Without Cause or for Good Reason: Unless otherwise specified in an award agreement, vested options remain exercisable for three months (or until earlier expiration date). Death or Disability: Vested options remain exercisable for 1 year (or until earlier expiration date). Unvested options vest in full, with performance awards remaining subject to performance achievement (performance must be achieved within 1 year of death/disability, with options remaining exercisable for the earlier of 1 year from death/disability and the original expiration date). Retirement: Vested options remain exercisable until the original expiration date. Unvested options continue to vest in accordance with the applicable vesting schedule and remain subject to performance requirements. Effect of Change in Control: Double trigger vesting for options assumed or replaced and single trigger vesting for options that are not assumed or replaced, with performance measured at the time of the change in control under each scenario. | | PRSUs | Voluntary Termination or Termination for Cause: Automatic forfeiture. Without Cause or for Good Reason: Prorated portion of the PRSUs vests based on the Company’s actual performance during the performance period and the number of full months employed during such performance period. Death or Disability: Full vesting of the PRSUs based on the Company’s actual performance during the performance period. Retirement: If attaining age 65 and at least 5 years of service with the Company and its affiliates (“normal retirement”), full vesting of the PRSUs based on the Company’s actual performance during the performance period. If attaining age 55 with at least 10 years of service with the Company and its affiliates (“early retirement”), prorated portion of the PRSUs based on the Company’s actual performance during the performance period and the number of full months worked through the retirement date plus a credit of an additional 12 months. Effect of Change in Control: Double trigger vesting at target performance level for PRSUs that are assumed or replaced; single trigger vesting at the target performance level for PRSUs that are not assumed or replaced (except at actual performance level for the Relative TSR portion of the 2023 and 2024 PRSUs, with performance measured at the time of the change in control). | | RSUs | Voluntary Termination or Termination for Cause: Forfeiture of any unvested RSUs. Without Cause or for Good Reason: For the RSUs granted in December 2022 (“2022 RSUs”), any unvested RSUs will continue to vest in full as scheduled. For the RSUs granted in November 2024 (“2024 RSUs”), a prorated portion of RSUs will continue to vest based on the number of full months employed since the most recent anniversary of the grant date. For all other RSUs, forfeiture of any unvested RSUs. Death or Disability: Full, immediate vesting of any unvested RSUs. Retirement: If “normal retirement,” any unvested RSUs will continue to vest in full as scheduled. If “early retirement,” a prorated portion of any unvested RSUs scheduled to vest in the 12 months following the retirement date (but, for the 2022 RSUs, a portion of those scheduled to vest on the next vesting date) will continue to vest as originally scheduled, along with a prorated portion of such RSUs which, for the 2022 RSUs, is based on the number of full months since the most recent of the grant date and a scheduled vesting date and, for all other RSUs, is based on the number of full months employed since the most recent anniversary of the grant date (after giving 12 months vesting credit following the date of retirement). Effect of Change in Control: Double trigger vesting for any RSUs that are assumed or replaced; single trigger vesting for any RSUs that are not assumed or replaced. |

  105. Annual Cash Incentive Awards—Omnibus Plan

    | Termination or Change in Control Scenario | | Death, Disability, Voluntary Termination (with or without Good Reason) or Termination by the Company (for Cause or without Cause): Annual cash incentive awards are treated as described in the executive’s employment agreement with the Company, to the extent applicable. See “Employment Agreements with Named Executive Officers” below for more information. Retirement: Unless otherwise specified in an employment agreement, an executive receives a prorated amount of the incentive award based on actual performance for the performance period. Effect of Change in Control: Unless otherwise determined by the administrator of the Omnibus Plan or as evidenced in an award agreement, pro rata payment based on actual performance, in the administrator’s discretion. |

  106. Annual Cash Incentive Awards—Omnibus Plan

    | POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL TABLE |

  107. Named Executive Officers

    | CEO PAY RATIO |

  108. Methodology

    | PAY VERSUS PERFORMANCE |

  109. Pay Versus Performance Table

    Pay Versus Performance Table

  110. Pay Versus Performance Table

    | Year | Summary Compensation Table Total for First PEO ($)(1)(2) | Summary Compensation Table Total for Second PEO ($)(1)(2) | Compensation Actually Paid to First PEO ($)(1)(3) | Compensation Actually Paid to Second PEO ($)(1)(3) | Average Summary Compensation Table Total for Non-PEO NEOs ($)(1)(4) | Average Compensation Actually Paid to Non-PEO NEOs ($)(1)(3) | Value of Initial Fixed $100 Investment Based On: | | Net Income ($ Millions)(7) | Adjusted EBITDA ($ Millions)(8) | | | | | | | | | Total Shareholder Return ($)(5) | Peer Group Total Shareholder Return ($)(6) | | | | 2024 | — | 7,418,653 | — | 17,304,280 | 1,833,095 | 3,312,728 | 92 | 149 | 109.9 | 293.4 | | 2023 | — | 6,721,355 | — | 7,642,078 | 1,954,108 | 2,094,025 | 69 | 137 | (154.1) | 272.0 | | 2022 | — | 7,028,222 | — | 3,969,021 | 2,658,920 | 678,130 | 61 | 118 | 241.2 | 231.2 | | 2021 | 4,736,187 | 8,420,877 | 3,227,659 | 10,028,492 | 2,615,880 | 2,711,700 | 73 | 141 | 66.5 | 434.2 | | 2020 | 5,847,463 | — | 7,717,959 | — | 1,963,108 | 2,365,166 | 87 | 111 | 0.5 | 375.3 |

  111. Pay Versus Performance Table

    (1) James P. Hallett was our PEO in 2020 (First PEO). In 2021, Peter J. Kelly became our PEO effective April 1, 2021 (Second PEO), and Mr. Hallett stepped down from the PEO role on March 31, 2021. Mr. Kelly was our PEO in 2022, 2023 and 2024. The Non-PEO NEOs included in these columns reflect the following: • 2024: Brad S. Lakhia; James P. Coyle; Charles S. Coleman; William C. Mitchell; and Sriram Subrahmanyam. • 2023: Brad S. Lakhia; Scott A. Anderson; James P. Coyle; Sriram Subrahmanyam; James E. Money; and Justin T. Davis. • 2022: Eric M. Loughmiller; James P. Hallett; James P. Coyle; Sriram Subrahmanyam; John C. Hammer; and Thomas J. Fisher. • 2021: Eric M. Loughmiller; John C. Hammer; Justin T. Davis; and James P. Coyle. • 2020: Eric M. Loughmiller; Peter J. Kelly; John C. Hammer; and Thomas J. Fisher. (2) Amounts reflect the total compensation for our PEOs, as reported in the Summary Compensation Table for the applicable fiscal year. Amounts reflect the CAP to our PEOs and the average CAP to our Non-PEO NEOs, as computed in accordance with Item 402(v). Equity values are calculated in accordance with FASB ASC Topic 718, and the valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. As provided in Item 402(v), the adjustments in the table below were made to our PEO’s and to the average Non-PEO NEO’s total compensation reported in the Summary Compensation Table for 2024 to determine the compensation actually paid to our PEO and the average compensation actually paid to Non-PEO NEOs for 2024 for purposes of this disclosure.

  112. Pay Versus Performance Table

    | | 59 |

  113. Pay Versus Performance Table

    | Summary Compensation Table (“SCT”) Total for PEO and Non-PEO NEOs | 2024 PEO | 2024 Non-PEO NEOs | | SCT Total | $7,418,653 | $1,833,095 | | Adjustments for stock awards and option awards | | | | (Deduct): Aggregate value for stock awards and option awards included in SCT Total for the covered fiscal year | $(5,550,831) | $(806,705) | | Add: Fair value at year end of awards granted during the covered fiscal year that were outstanding and unvested at the covered fiscal year end | $7,953,632 | $1,096,179 | | Add (Deduct): Year-over-year change in fair value at covered fiscal year end of awards granted in any prior fiscal year that were outstanding and unvested at the covered fiscal year end | $6,961,298 | $1,033,059 | | Add: Vesting date fair value of awards granted and vested during the covered fiscal year | — | — | | Add (Deduct): Change as of the vesting date (from the end of the prior fiscal year) in fair value of awards granted in any prior fiscal year for which vesting conditions were satisfied during the covered fiscal year | $521,528 | $157,099 | | (Deduct): Fair value at end of prior fiscal year of awards granted in any prior fiscal year that failed to meet the applicable vesting conditions during the covered fiscal year | — | — | | Add: Dividends or other earnings paid on awards in the covered fiscal year prior to vesting if not otherwise included in the SCT Total for the covered fiscal year | — | — | | CAP Amounts (as calculated) | $17,304,280 | $3,312,728 |

  114. Pay Versus Performance Table

    Amounts reflect the average compensation for our non-PEO NEOs, as reported in the Summary Compensation Table for the applicable fiscal year. (5) The amounts in this column assume the investment of $100 on December 31, 2020 in the Company’s common stock and reinvestment of all dividends since that date. (6) The amounts in this column assume the investment of $100 on December 31, 2020 in the S&P SmallCap 600 Index, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our 2024 Annual Report on Form 10-K. (7) Amounts reflect the Company’s net income as reported in the Company’s audited financial statements for the applicable year. (8) Adjusted EBITDA (a non-GAAP measure), as defined on page 33, was selected as the 2024 “Company-Selected Measure” as defined in Item 402(v).