NOTICE OF ANNUAL MEETING

 OF SHAREHOLDERS

Dear Shareholder:

You are cordially invited to attend the Annual Meeting of Shareholders (the “Annual Meeting”) of ACV Auctions Inc. (the “Company”) on Wednesday, May 28, 2025 at 4:00 p.m., Eastern Time. The Annual Meeting will be held in a virtual-only meeting format, via live webcast available at www.proxydocs.com/ACVA.

THE ANNUAL MEETING WILL BE HELD FOR THE FOLLOWING PURPOSES:

These items of business are more fully described in the Proxy Statement accompanying this Notice.

We encourage you to attend the Annual Meeting online. The live webcast will provide you with the ability to participate in the Annual Meeting, vote your shares, and ask questions. In order to do so, you must register prior to the start of the meeting at www.proxydocs.com/ACVA. Upon completing your registration, you will receive further instructions via email, including your unique links that will allow you access to the Annual Meeting and will permit you to submit questions.

The record date for the Annual Meeting is April 2, 2025. Please note that only shareholders of record at the close of business on that date are entitled to receive notice of, and to vote at, the Annual Meeting.

Please refer to the “Voting Information” section of the accompanying proxy statement for additional details.

By Order of the Board of Directors

 TABLE OF CONTENTS

 PROXY STATEMENT

For the 2025 Annual Meeting of Shareholders

This proxy statement (this “Proxy Statement”) is furnished in connection with the solicitation by ACV Auctions Inc. (“we,” “us,” “our,” “ACV,” “ACV Auctions,” or the “Company”) on behalf of the Board of Directors (the “Board” or the “Board of Directors”) of proxies for use at the 2025 Annual Meeting of Shareholders of the Company to be held virtually on Wednesday, May 28, 2025 at 4:00 p.m. Eastern Time, at www.proxydocs.com/ACVA (the “2025 Annual Meeting”.)

IMPORTANT NOTICE REGARDING THE INTERNET AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 28, 2025

We have elected to provide access to our proxy materials over the internet under the Securities and Exchange Commission’s (“SEC”) “notice and access” rules. We believe electronic delivery will expedite the receipt of materials and will help lower costs and reduce the environmental impact of our annual meeting materials. Accordingly, we have sent you a Notice of Internet Availability of Proxy Materials (the “Notice”).

The Notice will provide instructions as to how shareholders may access and review the proxy materials, including the Notice of Annual Meeting of Shareholders, this Proxy Statement, and the 2024 Annual Report on Form 10-K, on the website referred to in the Notice or, alternatively, how to request that a copy of the proxy materials, including a proxy card, be sent to them by mail. The Notice will also provide voting instructions. Please note that, while our proxy materials are available at the website referenced in the Notice, and our Notice of Annual Meeting of Shareholders, this Proxy Statement and the 2024 Annual Report on Form 10-K are available on investors.acvauto.com, no other information contained on either website is incorporated by reference in or considered to be a part of this document.

We intend to mail the Notice on or about April 17, 2025 to all shareholders of record entitled to vote at the Annual Meeting. The proxy materials, including the Notice of Annual Meeting of Shareholders, this Proxy Statement, and the Annual Report on Form 10-K for the year ended December 31, 2024 will be made available to shareholders on www.proxydocs.com/ACVA on the same date.

 PROXY SUMMARY

This Proxy Statement provides information for shareholders of ACV, as part of the solicitation of proxies by the Company and its Board of Directors from holders of the outstanding shares of the Company’s common stock for use at the 2025 Annual Meeting.

In this section, we highlight certain information discussed in more detail in this Proxy Statement. As it is only a summary, we encourage you to read the entire Proxy Statement before voting.

Annual Meeting of Shareholders 2025

Proposals for Shareholder Voting

Voting Instructions

PROXY SUMMARY

PROXY SUMMARY

We power our marketplace with technology-driven products and value-added services that address the entire transaction journey, ranging from pre-inspection scheduling to post-auction services including title transferability verification, payment processing, financing, and transportation, and facilitate transactions both on and off our marketplace. Our comprehensive suite of services includes ACV Transportation, ACV Capital, and our Customer Assurance (Go Green), which help create a seamless and frictionless buying and selling experience for our customers to further enhance our marketplace platform. We also provide data services to our customers for use outside of our marketplace. Our True360 Reports are used by dealers and commercial partners to provide transparent vehicle information to potential buyers, including dealers as well as consumers. Our ACV MAX inventory management system enables dealers to accurately price their wholesale and retail inventory. We also offer ClearCar, an artificial intelligence-powered suite of tools for dealers to build and enhance their trade-in process. We believe the data and technology services enabled by our marketplace platform can bring value to the entire automotive industry and transform both wholesale and retail markets.

 PROPOSAL 1

 ELECTION OF DIRECTORS

INFORMATION REGARDING DIRECTOR NOMINEES AND CURRENT DIRECTORS

Our Board currently consists of seven members and is divided into three classes. Each class consists, as nearly as possible, of one-third of the total number of directors, and each class has a three-year term. At each Annual Meeting of shareholders, the successors to directors whose terms then expire will be elected to serve from the time of election until the third annual meeting following their election.

Set forth below is biographical information for the director nominees and each director whose term of office will continue after the Annual Meeting. This includes information regarding each director’s experience, qualifications, attributes or skills that led our Board to recommend them for board service.

NOMINEES FOR ELECTION AT THE 2025 ANNUAL MEETING OF SHAREHOLDERS (CLASS I)

DIRECTOR SINCE: 2016 AGE: 50

COMMITTEES: None

SKILLS:

Leadership

Technology/ Innovation

Strategy

Sales and Marketing

Industry

Global Business

CURRENT AND PAST POSITIONS

Mr. Chamoun has served as our Chief Executive Officer and a member of our Board since September 2016. Prior to joining us, Mr. Chamoun held various positions at Synacor, Inc. (“Synacor”). Mr. Chamoun co-founded Synacor’s predecessor company, Chek, Inc., and served as its Chief Executive Officer from January 1998 until he led the acquisition of MyPersonal.com, Inc. in December 2000 to form Synacor. Prior to departing Synacor in September 2016, Mr. Chamoun most recently served as its President of Service Provider Sales and Marketing. In addition to his work as our Chief Executive Officer, Mr. Chamoun currently serves as chairman of Launch NY, a nonprofit organization supporting the start-up ecosystem in upstate New York. Mr. Chamoun holds a B.A. in political science from the State University of New York at Buffalo.

QUALIFICATIONS AND SKILLS

We believe that Mr. Chamoun is qualified to serve on our Board due to his experience building and leading our business and his insight into corporate matters as our Chief Executive Officer.

PROPOSAL 1: ELECTION OF DIRECTORS

DIRECTOR SINCE: 2017 AGE: 64

COMMITTEES: Compensation (Chair) INDEPENDENT

SKILLS:

Leadership

Technology/ Innovation

Strategy

Sales and Marketing

Global Business

Oversight & Corporate Governance

CURRENT AND PAST POSITIONS

Mr. Goodman has served as a member of our Board since February 2017 and has been the Chair of the Board and of the Compensation Committee since January 2021. Mr. Goodman is a Managing Partner and Director at Bessemer Venture Partners, a venture capital and private equity firm which he joined in 1998 and is a Managing Member of Deer Management Co. LLC, the management company for Bessemer Venture Partners’ investment funds, including Bessemer Venture Partners IX L.P., Bessemer Venture Partners IX Institutional L.P. and 15 Angels III LLC. He is also Director, President and CEO of Bessemer Securities Corporation. Prior to joining Bessemer Venture Partners, Mr. Goodman founded and served as the Chief Executive Officer of three privately held telecommunications companies. Mr. Goodman served on the board of directors of Blue Apron Holdings from November 2015 to December 2019, is currently a member of the board of directors of CS Disco (his only public company board), and he is or has been a member of the boards of directors of a number of other portfolio companies of Bessemer Venture Partners in the areas of software, mobile and business-to-business marketplace. Mr. Goodman holds a B.A. in Latin American studies from Brown University and an M.B.A. from Columbia University.

QUALIFICATIONS AND SKILLS

We believe that Mr. Goodman is qualified to serve on our Board due to his experience in working with entrepreneurial companies, particularly technology companies, and his experience as a director of both public and private companies.

		OUR BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH CLASS I DIRECTOR NOMINEE NAMED ABOVE

Mr. Chamoun and Mr. Goodman are both currently members of our Board and have been nominated for reelection to serve as Class I directors. Both of these nominees have agreed to stand for reelection at the Annual Meeting. Our management has no reason to believe that either nominee will be unable to serve. If elected at the Annual Meeting, each of these nominees would serve until the Annual Meeting of Shareholders to be held in 2028 and until his successor has been duly elected, or if sooner, until the director’s death, resignation or removal.

Directors are elected by a plurality of the votes of the holders of shares present by virtual attendance or represented by proxy and entitled to vote in the election of directors. Accordingly, the two nominees receiving the highest number of “FOR” votes will be elected. Shares represented by executed proxies will be voted, if authority to do so is not withheld, for the election of the two nominees named above. If any nominee becomes unavailable for election as a result of an unexpected occurrence, shares that would have been voted for that nominee will instead be voted for the election of a substitute nominee proposed by us.

PROPOSAL 1: ELECTION OF DIRECTORS

DIRECTORS CONTINUING IN OFFICE UNTIL THE 2026 ANNUAL MEETING OF SHAREHOLDERS (CLASS II)

		DIRECTOR SINCE: 2016 AGE: 51				COMMITTEES: Compensation INDEPENDENT
		SKILLS:
		Leadership		Strategy		Industry		Oversight & Corporate Governance

CURRENT AND PAST POSITIONS

Mr. Hirsch has served as a member of our Board since August 2016, and is a member of our Compensation Committee. He is a Co-Founder and Managing Partner of Tribeca Venture Partners (“TVP”), which he formed in 2011, where his investment interests include entrepreneurial startups and high growth companies in numerous sectors, including marketplaces, fintech, SaaS, edtech and consumer related businesses. Prior to founding TVP, Mr. Hirsch was a founder and Managing Director of Greenhill SAVP, the venture capital arm of Greenhill & Co., Inc., from 2006 to 2011. In total, Mr. Hirsch has been a venture capitalist and early-stage tech investor for over 26 years. He currently serves on the board of directors of Katapult Holdings, Inc. (his only public company board), as well as the boards of numerous private technology companies. Mr. Hirsch holds a B.A. in economics and American studies from Brandeis University.

QUALIFICATIONS AND SKILLS

We believe that Mr. Hirsch is qualified to serve on our Board due to his experience providing guidance and counsel to, including serving on the boards of directors of, a wide variety of companies across different sectors including technology, as well as his experience as a venture capitalist.

PROPOSAL 1: ELECTION OF DIRECTORS

		DIRECTOR SINCE: 2020 AGE: 66						COMMITTEES:  Audit (Chair)          Nominating and Corporate          Governance INDEPENDENT
		SKILLS:
		Leadership		Financial Experience		Strategy		Global Business		Oversight & Corporate Governance

CURRENT AND PAST POSITIONS

Ms. Kamerick has served as a member of our Board since March 2020 and is the chair of our Audit Committee and a member of our Nominating and Corporate Governance Committee. Ms. Kamerick is an adjunct professor at leading law schools and consults on corporate governance and financial strategy matters. Ms. Kamerick has previously served as chief financial officer at several leading companies, including Houlihan Lokey, Inc., Heidrick & Struggles International, Inc., Leo Burnett Company, Inc. and BP Amoco Americas. Ms. Kamerick currently serves on the board of directors of Associated Banc-Corp, and as an independent director for VALIC Company I, as well as Chairman of the Board of closed-end mutual funds in the Legg Mason mutual fund complex. She previously served on the board of directors of Hochschild Mining, plc from November 2016 to June 2023 and was a trustee for the 24 AIG and Anchor Trust Funds from January 2018 until December 2021. Ms. Kamerick holds a B.A. in English literature from Boston College, and an M.B.A. and J.D. from the University of Chicago.

QUALIFICATIONS AND SKILLS

Ms. Kamerick’s qualifications to serve as a director of ACV and chair of our Audit Committee include her executive-level responsibilities for the financial operations of both public and private companies, her board positions on public companies, and her experience as a frequent law school lecturer on corporate governance and corporate finance. She is also a National Association of Corporate Directors Board Leadership Fellow. In addition, Ms. Kamerick has earned the National Association of Corporate Directors Directorship Certification and the CERT, Certificate in Cybersecurity Oversight. In 2022, Ms. Kamerick attended the NACD Master Class, a course designed for experienced public company board and board committee leaders. In 2022, Ms. Kamerick also was recognized as an NACD Directorship 100 honoree.

PROPOSAL 1: ELECTION OF DIRECTORS

DIRECTORS CONTINUING IN OFFICE UNTIL THE 2027 ANNUAL MEETING OF SHAREHOLDERS (CLASS III)

		DIRECTOR SINCE: 2020 AGE: 52				COMMITTEES:  Nominating and Corporate          Governance (Chair) INDEPENDENT
		SKILLS:
		Leadership		Strategy		Sales and Marketing		Industry		Oversight & Corporate Governance

CURRENT AND PAST POSITIONS

Ms. Castillo has served as a member of our Board since October 2020, and is the Chair of our Nominating and Corporate Governance Committee. Ms. Castillo most recently served as Chief Operating Officer of GlobalTranz Enterprises, Inc. (“GlobalTranz”) from May 2017 to November 2018. She previously served as Chief Executive Officer of Logistics Planning Services (“LPS”) from September 2012 until its acquisition by GlobalTranz in May 2017. Ms. Castillo also served as Chief Operating Officer of LPS from September 2010 to September 2012. Since April 2020, Ms. Castillo has served on the board of directors of Ocugen, Inc. She has also served on the board of directors of The Marvin Companies since April 2019. Ms. Castillo holds a B.S. from the University of Minnesota and a Global Executive M.B.A. from Duke Fuqua School of Business.

QUALIFICATIONS AND SKILLS

We believe that Ms. Castillo is qualified to serve on our Board due to her significant business, management and leadership experience.

PROPOSAL 1: ELECTION OF DIRECTORS

DIRECTOR SINCE: 2020 AGE: 60

COMMITTEES: Audit INDEPENDENT

SKILLS:

Leadership

Financial Experience

Strategy

Industry

Global Business

Oversight & Corporate Governance

CURRENT AND PAST POSITIONS

Mr. Jones has served as a member of our Board since October 2020. Mr. Jones currently serves as a member of our Audit Committee. Mr. Jones also serves as Chairman of the Board of Directors and Chief Executive Officer of M&T Bank Corporation (“M&T”) and its principal banking subsidiary, Manufacturers and Traders Trust Company (“M&T Bank”), positions he has held since December 2017. Mr. Jones is also a member of the Executive Committee of M&T and M&T Bank. Mr. Jones joined M&T Bank in 1992 and held a number of roles there prior to his elevation to Chairman of the Board of Directors and Chief Executive Officer, including Executive Vice President of M&T from 2006 to 2017, Chief Financial Officer of M&T and M&T Bank from 2005 to 2016 and Vice Chairman of M&T Bank from 2014 to 2017. Mr. Jones is a director and member of the Audit and Risk Committee and Management and Budget Committee of the Federal Reserve Bank of New York and previously served as a member of the Federal Advisory Council of the Federal Reserve Board. He serves as a steward for the Council for Inclusive Capitalism and as Chairman of the Bank Policy Institute. Mr. Jones is also on the Board of Trustees of Boston College, a member of the UB Council of the State University of New York at Buffalo, and a director of the Pan-Massachusetts Challenge, Inc., a nonprofit that raises money for adult and pediatric cancer treatment and research. Mr. Jones holds a B.S. in management science from Boston College and an M.B.A. with concentrations in finance, organization and markets from the University of Rochester Simon School of Business.

QUALIFICATIONS AND SKILLS

We believe that Mr. Jones is qualified to serve on our Board due to his significant financial and leadership experience with M&T.

PROPOSAL 1: ELECTION OF DIRECTORS

DIRECTOR SINCE: 2021 AGE: 54

COMMITTEES:  Audit         Compensation INDEPENDENT

SKILLS:

Leadership

Financial Experience

Strategy

Industry

Global Business

Oversight & Corporate Governance

CURRENT AND PAST POSITIONS

Mr. Radecki has served as a member of our Board and our Audit and Compensation Committees since February 2021. Mr. Radecki currently serves as the Founder, Chief Executive Officer and member of the board of directors of Rapa Therapeutics, a clinical stage start-up biotechnology company spun out of the National Cancer Institute in September 2017. Mr. Radecki is also an active angel investor, with investments across several industries in companies at various stages of the corporate lifecycle. From 1997 to 2016, Mr. Radecki held various senior operational and financial roles at CoStar Group Inc. (“CoStar”) including serving as its Chief Financial Officer from 2007 to 2015. While at CoStar, Mr. Radecki helped lead the company’s initial public offering in 1998, along with subsequent equity offerings and several acquisitions. Prior to joining CoStar, Mr. Radecki served as Accounting Manager at Axent Technologies, Inc. Earlier in his career, Mr. Radecki worked at Azerty, Inc. and the public accounting firm, Lumsden & McCormick, LLP, both based in Buffalo, New York. Mr. Radecki received a B.S. in business administration and a dual degree in both accounting and finance from the State University of New York at Buffalo.

QUALIFICATIONS AND SKILLS

We believe Mr. Radecki is qualified to serve on our Board due to his extensive experience working at public companies in senior level roles, along with his substantial investment and advisory experience as a private angel investor and significant financial expertise.

 BOARD OF DIRECTORS AND

 CORPORATE GOVERNANCE

Independence of Our Board of Directors

Our Class A common stock is listed on the New York Stock Exchange (“NYSE”). Under the NYSE listing standards and the rules of the SEC, including Rule 10A-3(b)(1) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), a majority of the members of our Board must qualify as “independent,” as affirmatively determined by our Board.

After review in accordance with the independence standards of NYSE and the SEC of all relevant identified transactions or relationships between each director, and any of his or her family members, and ACV, our senior management and our independent auditors, our Board has affirmatively determined that the following six of our seven directors are independent directors within the meaning of the applicable NYSE listing standards: Ms. Castillo, Mr. Goodman, Mr. Hirsch, Mr. Jones, Ms. Kamerick and Mr. Radecki. The Board has also determined that each member of our standing committees is independent within the meaning of both NYSE’s and the SEC’s director independence standards. In making these determinations, each of our directors provided information regarding whether such director, or any member of his or her immediate family, had a direct or indirect material interest in any transaction involving ACV, or received personal benefits outside the scope of such person’s normal consideration. Mr. Chamoun is not independent due to his position as our Chief Executive Officer.

Board Leadership Structure

Our current Board has an independent chair, Mr. Goodman. Our Corporate Governance Guidelines provide our Board of Directors with flexibility to select the appropriate leadership structure based on the specific needs of our business and the best interests of our shareholders. If the Chairperson of the Board is not independent, the Board may appoint a Lead Independent Director upon the recommendation of the Nominating & Corporate Governance Committee, which will be a director who qualifies as independent under the applicable rules of NYSE.

Composition of our Board

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

Our Board believes that a board reflecting a broad range of experiences, perspectives, and characteristics is better able to effectively oversee our management and strategy, and position ACV to deliver long-term value for our shareholders. Our Board’s goal is to maintain a well-balanced composition that combines a variety of experiences, backgrounds, skills, and perspectives that enable the Board to guide ACV effectively in the pursuit of our strategic objectives. We seek to assemble a board that possesses the appropriate balance of professional and industry knowledge, financial expertise, backgrounds and high-level management experience necessary to oversee and direct our business.

To that end, we have identified and evaluated nominees in the broader context of the Board’s overall composition, with the goal of recruiting members who possess relevant expertise and experience upon which to be able to offer advice and guidance to management, have sufficient time to devote to the affairs of ACV, demonstrate excellence in their field, have the ability to exercise sound business judgment, have experience as a board member or executive officer of another publicly held company, and have the commitment to rigorously represent the long-term interests of our shareholders. To further provide a mix of experience and perspective on the Board, we also take into account a range of backgrounds and, skills and such other factors that we deem appropriate to maintain a balance of knowledge, experience and capability on the Board.

Board Diversity and Skills

7 DIRECTORS

Gender

Male

·

·

·

·

·

Female

·

·

Race/Ethnicity

Black or African American

·

White or Caucasian

·

·

·

·

·

·

Director Skills Matrix

For the purpose of our skills matrix, the skills are defined as follows:

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

Role of the Board of Directors in Risk Oversight

One of the key functions of our Board is informed oversight, rather than direct management of, the risk management process that our management is responsible for. As such, our Board has an active role, as a whole and also at the committee level, in overseeing management of company risk. Our Board administers this oversight function directly through the Board as a whole, as well as through various standing committees of the Board that address risks inherent in their respective areas of oversight.

Information Regarding Committees of the Board of Directors

Our Board has established a standing Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee. Our Board may establish other committees to facilitate the management of our business. Our Board has adopted a written charter for each of our committees, which are available to shareholders on our investor relations website at investors.acvauto.com.

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

Board Committees

Our Board has three standing committees: the Audit Committee, the Compensation Committee, the Nominating and Corporate Governance Committee. Our Board has determined that each member of each standing committee meets the applicable NYSE rules and regulations regarding “independence” and each member is free of any relationship that would impair his or her individual exercise of independent judgment with regard to us.

The primary purpose of the Audit Committee is to discharge the responsibilities of our Board with respect to our corporate accounting and financial reporting processes, systems of internal control and financial statement audits, and to oversee our independent registered public accounting firm. Specific responsibilities of our Audit Committee include:

Appointing a qualified firm to serve as the independent registered public accounting firm to audit our financial statements;

 

Helping to ensure the independence and performance of the independent registered public accounting firm;

 

Helping to maintain and foster an open avenue of communication between management and the independent registered public accounting firm;

 

Discussing the scope and results of the audit with the independent registered public accounting firm, and reviewing, with management and the independent accountants, our interim and year-end operating results;

 

Developing procedures for employees to submit concerns anonymously about questionable accounting or audit matters;

 

Reviewing our policies on risk assessment and risk management;

Reviewing related party transactions;

 

Overseeing the scope, design, adequacy and effectiveness of our internal control over financial reporting and our disclosure controls and procedures;

 

Approving (or, as permitted, pre-approving) all audit and all permissible non-audit services to be performed by the independent registered public accounting firm; and

 

Oversees risks associated with cyber and information security, regulation, and conflicts of interest.

We believe that the composition and functioning of our Audit Committee complies with all applicable requirements of the Sarbanes-Oxley Act, and all applicable SEC and NYSE rules and regulations.

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

The primary purpose of our Compensation Committee is to discharge the responsibilities of our Board in overseeing our compensation policies, plans and programs and to review and determine, or recommend that our Board approve, the compensation to be paid to our executive officers, non-employee directors, and other senior management, as appropriate. Specific responsibilities of our Compensation Committee include:

Approving the retention of compensation consultants and outside service providers and advisors;

 

Reviewing and approving, or recommending that our Board approve, the compensation, individual and corporate performance goals and objectives and other terms of employment of our executive officers, including evaluating the performance of our Chief Executive Officer and, with his assistance, that of our other executive officers;

 

Reviewing and recommending to our Board the compensation of our Chief Executive Officer

 

Reviewing and recommending to our Board the compensation of our directors;

 

Administering our equity and non-equity incentive plans;

Reviewing our practices and policies of employee compensation as they relate to risk management and risk-taking incentives;

 

Reviewing and evaluating succession plans for the executive officers;

 

Reviewing and approving, or recommending that our Board approve, incentive compensation and equity plans; and

 

Reviewing and establishing general policies relating to compensation and benefits of our employees and reviewing our overall compensation philosophy.

We believe that the composition and functioning of our Compensation Committee complies with all applicable SEC and NYSE rules and regulations.

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

Specific responsibilities of our Nominating and Corporate Governance Committee include:

Identifying, evaluating, and selecting, or recommending that our Board approve, nominees for election to our Board and its committees;

 

Approving the retention of director search firms;

 

Evaluating the performance of our Board and of individual directors;

 

Considering the composition of our Board and its committees, including evaluating directors’ interests, experience, and independence along with requirements imposed by law and the stock exchange and the needs of the company, and making recommendations to our Board regarding any changes it sees as reasonable given such evaluation;

Considering and making recommendations to our Board or taking action related to ESG matters; and

 

Evaluating the adequacy of our corporate governance practices and reporting.

We believe that the functioning of our Nominating and Corporate Governance Committee complies with all applicable SEC and NYSE rules and regulations.

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

Compensation Committee Processes and Procedures

Our Compensation Committee generally meets quarterly and with greater frequency if necessary. The Compensation Committee also acts periodically by unanimous written consent in lieu of a formal meeting. The agenda for each meeting is usually developed by the Chairperson of the Compensation Committee, in consultation with management. The Compensation Committee meets regularly in executive session. However, from time to time, various members of management and other employees as well as outside advisors or consultants may be invited by the Compensation Committee to make presentations, to provide financial or other background information or advice or to otherwise participate in Compensation Committee meetings. Our Chief Executive Officer may not participate in, or be present during, any deliberations or determinations of the Compensation Committee regarding his compensation.

The charter of the Compensation Committee grants the Compensation Committee full access to all books, records, facilities and personnel of ACV. In addition, under the charter, the Compensation Committee has the authority to obtain, at our expense, advice and assistance from compensation consultants and internal and external legal, accounting or other advisors and other external resources that the Compensation Committee considers necessary or appropriate in the performance of its duties. The Compensation Committee has direct responsibility for the oversight of the work of any consultants or advisors engaged for the purpose of advising the Compensation Committee. In particular, the Compensation Committee has the authority to retain compensation consultants to assist in its evaluation of executive and director compensation, including the authority to approve the consultant’s reasonable fees and other retention terms.

After taking into consideration the six factors prescribed by the SEC and NYSE that bear upon the determination of an advisor as independent, the Compensation Committee engaged Compensia, Inc. (“Compensia”) as its compensation consultant. The Compensation Committee requested that Compensia:

As part of its engagement, Compensia was requested by the Compensation Committee to review and update a comparative group of companies and to perform analyses of competitive performance and compensation levels for that group. Compensia ultimately developed recommendations that were presented to the Compensation Committee for its consideration and approved, which is further discussed in our Compensation Discussion & Analysis section.

Generally, the Compensation Committee’s process for determining executive compensation comprises two related elements: the determination of compensation levels and the establishment of performance objectives for the current year. For executive officers (including our NEOs, other than our Chief Executive Officer), the Compensation Committee solicits and considers evaluations and recommendations submitted to the committee by our Chief Executive Officer. The Compensation Committee discusses and recommends proposed compensation for the Chief Executive Officer to our Board of Directors, which then approves the Chief Executive Officer’s compensation and equity awards. For all executives and directors, as part of its deliberations, the Compensation Committee may review and consider, as appropriate, materials such as financial reports and projections, operational data, executive and director stock ownership information, company stock performance data, analyses of historical executive compensation levels and current company-wide compensation levels and recommendations of the Compensation Committee’s compensation consultant, including analyses of executive and director compensation paid at other companies identified by the consultant.

Compensation Committee Interlocks and Insider Participation

No member of our Compensation Committee is currently one of our officers or employees. None of our executive officers currently serves, or has served during the last year, as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving as a member of our Board of Directors or Compensation Committee.

Nominating and Corporate Governance Committee Processes and Procedures

In the case of an incumbent director whose term of office is set to expire, the Nominating and Corporate Governance Committee reviews such director’s overall service to ACV during his or her term, including the number of meetings attended, level of participation, quality of performance and any other relationships and transactions that might impair such director’s independence. In the case of new director candidates, our Nominating and Corporate Governance Committee also evaluates whether the nominee is

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

independent for NYSE purposes, based upon applicable NYSE listing standards, applicable SEC rules and regulations and the advice of counsel, if necessary. To identify qualified candidates for membership on the Board, our Nominating and Corporate Governance committee considers criteria approved by the Board, including consideration of the potential conflicts of interest, director independence and other requirements. Our Nominating and Corporate Governance Committee conducts any appropriate and necessary inquiries into the backgrounds and qualifications of possible candidates. After considering the function and needs of our Board, our Nominating and Corporate Governance Committee meets to discuss and consider the candidates’ qualifications and then selects a nominee for recommendation to our Board.

The Nominating and Corporate Governance Committee’s policy is to consider recommendations for director nominees made by shareholders and evaluate them using the same criteria as for other candidates. Recommendations received from shareholders are reviewed by the Nominating and Corporate Governance Committee to determine whether each candidate meets the criteria described herein, and if so, whether the candidate’s expertise and particular set of skills and background fit the current needs of the Board. Any shareholder recommendation must be sent to the Nominating and Corporate Governance Committee at 640 Ellicott Street, #321, Buffalo, New York 14203, Attention: Secretary, and must include detailed background information regarding the suggested candidate that demonstrates how the individual meets the Board membership criteria.

Any shareholder nominations of director candidates must comply with applicable law and our amended and restated bylaws in order to be brought before an Annual Meeting, which procedures are summarized below, and the Nominating and Corporate Governance Committee will review the qualifications of any such candidate in accordance with the criteria described herein. Shareholders who wish to nominate individuals for election to our Board of Directors should do so by delivering a written recommendation to our Nominating and Corporate Governance Committee at 640 Ellicott Street, #321, Buffalo, New York 14203, Attention: Secretary, at least 120 days prior to the anniversary date of the mailing of our proxy statement for the preceding year’s annual meeting of shareholders.

Each submission must include, among other things, the name, age, business address and residence address of the proposed candidate, the principal occupation or employment of the proposed candidate, details of the proposed candidate’s ownership of our capital stock, a description of the proposed candidate’s business experience for at least the last five years, and a description of the proposed candidate’s qualifications as a director. Any such submission must be accompanied by the written consent of the proposed candidate to be named as a nominee and to serve as a director if elected, and we may require any proposed nominee to furnish such other information as is reasonably required to determine the eligibility of such proposed nominee to serve as an independent director under applicable NYSE requirements or applicable law. For shareholders who wish to nominate directors in accordance with the procedures in our amended and restated bylaws and Rule 14a-19 under the Exchange Act, please see the deadlines described in “Shareholder Proposals and Director Nominations for the 2025 Annual Meeting” above and refer to our amended and restated bylaws for a complete description of the required procedures for nominating a candidate to our Board.

Change In the Number of Directors

Any additional directorships resulting from an increase in the number of directors will be distributed among the three classes of directors so that, as nearly as possible, each class will consist of one-third of the directors. Vacancies on the Board may be filled only by persons elected by a majority of the remaining directors. A director elected by the Board to fill a vacancy in a class, including vacancies created by an increase in the number of directors, shall serve for the remainder of the full term of that class and until the director’s successor is duly elected and qualified. The division of our Board into three classes with staggered three-year terms may delay or prevent a change of our management or a change in control of ACV.

Director Attendance at Meetings

Our Board meets periodically during the year to review significant developments affecting us and to act on matters requiring the approval of our Board. Our Board met five (5) times during the year ended December 31, 2024. In 2024, our current directors attended 100% of all Board meetings and meetings of the Board committees of which they were members.

Executive Sessions

To ensure free and open discussion and communication among the non-management directors of the Board, our independent, non-management directors meet separately in regularly scheduled executive sessions without members of management. The chairman presides at the executive sessions.

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

Investor Outreach and Shareholder Engagement

CORPORATE GOVERNANCE HIGHLIGHTS

Since going public, ACV has put strong corporate governance practices in place to protect our company and our investors. As we grow and learn more about our investment community through the engagements discussed above, we continue to make changes in response to investor feedback. The practices and initiatives below highlight some of the efforts we have made and continue to make related to corporate governance.

COMMUNICATIONS WITH OUR BOARD OF DIRECTORS

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

Corporate Sustainability Highlights

We aim to provide trust and transparency in everything we do, including with respect to our teammates, our customers, our community, and the environment. We continue to invest in improving our performance with respect to each of these important topics, with a focus on maintaining the highest standards of business conduct and ethics.

In 2024, under the oversight of our Nominating and Corporate Governance Committee, we continued our efforts in the following areas:

PEOPLE AND CULTURE

ACV teammates make this company what it is. They are the very foundation of all that we do. We respect and listen to our teammates, and we care for their well-being. At ACV, we believe in a culture in which every individual is welcomed and empowered to share their ideas and insights as we work together to grow our company. We encourage teammates’ proposals for solutions and improvements day to day and offer them further opportunity to innovate during regular “hackathons.”

We are committed to recruiting, retaining and developing high-performing, innovative and engaged teammates with a broad range of backgrounds and experiences, and believe this benefits our teammates, our customers and the performance of the company.

Once joining our company, we offer our teammates access to speakers, internal and external, whose presentations support their personal and professional development. We offer wellness programs including physical fitness challenges, financial wellness educational courses, and meditation classes to promote our teammates’ overall wellbeing. We provide both budget-friendly and family-friendly health care options including generous parental leave, telehealth resources, and robust health insurance. Under our safety program, we provide analysis, advice and training about safety measures, including defensive driving courses, and assistance in the event of injury.

We provide a robust range of training to our teammates, not only related to their specific role with the company, but also skills they can apply generally to their opportunities. We work with eCornell to invest in our teammates and offer skills training as well as certificate programs in areas like business and finance, technology and AI.

ACV is committed to providing a workplace where teammates are treated with respect, have the support they need to be successful, and are able to bring forth issues or concerns when they arise. We have multiple avenues for our teammates to share feedback, raise concerns, or otherwise bring visibility to situations that affect the organization, including discussing with their managers, emailing or reaching out in person to the People Team either directly or via email, and we offer a teammate-focused hotline, which includes the option to provide information anonymously. We also participate in the Great Place to Work survey to receive feedback from our team on what is going well and hear about areas where we can improve.

COMMUNITY ENGAGEMENT

Giving back to the community is a key component of our culture. The “ACV Cares” volunteer committee is committed to creating opportunities to support worthy causes and community efforts with the goal of improving the lives of our neighbors. ACV Cares offers company-driven initiatives to support local charities and we encourage our teammates to create their own charitable initiatives, in their areas. For example, in recent years:

These and many more charitable events keep our teammates engaged with and improving our communities.

ENVIRONMENTAL

By the very nature of our business, we encourage re-use and smart marshalling of resources to reduce waste and its negative effects on the earth. Since the primary focus of our business is a digital platform for dealers to buy and sell cars from each other, we make it

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

NON-EMPLOYEE DIRECTOR COMPENSATION POLICY

Our Board maintains a non-employee director compensation policy that is applicable to all of our non-employee directors. This non-employee director compensation policy provides that each such non-employee director will receive the following compensation for service on our Board:

Initial RSU Awards. All non-employee directors who join our Board after the effective date of the non-employee director compensation policy will be granted, upon the director’s initial election or appointment to our Board, an RSU award with an aggregate grant date fair value of $330,000, as calculated in accordance with FASB ASC Topic 718 (“ASC Topic 718”), vesting in three equal annual installments, subject to the non-employee director’s continued service through each applicable vesting date.

Refresher RSU Awards. Except in the case of our non-employee directors who were serving on the Board as of the effective date of the non-employee director compensation policy, a refresher RSU award will be granted with a grant date fair value of $165,000 at each Annual Meeting of our Shareholders to each non-employee director who (i) has served as a non-employee member of our Board for at least six months prior to the Annual Meeting and (ii) continues to serve following such Annual Meeting. Such refresher RSU awards will have an aggregate grant date fair value, as calculated in accordance with ASC Topic 718, and will vest on the first anniversary of their grant date (or the day immediately preceding the next Annual Meeting, if sooner). The non-employee directors who were serving on the Board as of the effective date of the non-employee director compensation policy in March 2021 first became eligible to receive a refresher RSU award in 2024. Each of our current non-employee directors has served on our Board since the effective date of such policy and, accordingly, each of our current non-employee directors received a refresher RSU award in 2024.

Retainer RSU Award. Pursuant to the non-employee director compensation policy, each non-employee director may elect to receive all of his or her cash compensation payable thereunder as an RSU award, which we refer to as the retainer RSU award. If a non-employee director timely makes this election, the retainer grant will be automatically granted to the non-employee director on January 1 of each year and will have an aggregate grant date fair value, as calculated in accordance with ASC Topic 718, equal to the aggregate cash compensation that would have otherwise been paid for the upcoming calendar year. Each retainer RSU award will vest in four equal installments on the last day of each of the company’s fiscal quarters, subject to the non-employee director’s continued service though each applicable vesting date. None of our current non-employee directors has made such an election.

Each of the RSU awards granted under the non-employee director compensation policy described above will be granted under our 2021 Equity Incentive Plan (“2021 Plan”). Each such award will vest subject to the non-employee director’s continued service with us through each applicable vesting date, provided that each RSU award will vest in full upon a “Change in Control,” as defined in the 2021 Plan.

 PROPOSAL 2: APPROVE OFFICER EXCULPATION REVISIONS TO

 OUR AMENDED AND RESTATED CERTIFICATE OF

 INCORPORATION TO LIMIT THE LIABILITY OF OFFICERS

 AS PERMITTED BY DELAWARE LAW.

Our Board of Directors has adopted and declared advisable revisions to our Amended and Restated Certificate of Incorporation to provide for the elimination of monetary liability of certain officers of the company in certain limited circumstances (the Officer Exculpation Revisions) as permitted under the General Corporation Law of the State of Delaware (DGCL). The Officer Exculpation Revisions also provide that if the DGCL is further amended to eliminate or limit the liability of officers, the liability of such officers will be limited or eliminated to the fullest extent permitted by applicable law, as so amended. In addition, while the Officer Exculpation Revisions also include conforming changes to the existing exculpation provision related to directors of the company set forth in Article VI of our Amended and Restated Certificate of Incorporation, the current exculpation protections available to the directors remain unchanged as a result of the Officer Exculpation Revisions. The proposed revised Amended and Restated Certificate of Incorporation, which reflects the Officer Exculpation Revisions and the Reclassification Revisions (as defined below) (The Eleventh Amended and Restated Certificate of Incorporation), is attached hereto as Appendix B.

Pursuant to and consistent with Section 102(b)(7) of the DGCL, our existing Amended and Restated Certificate of Incorporation already eliminates the monetary liability of directors to the fullest extent permitted by Delaware law, but does not provide for exculpation of officers. Effective August 1, 2022, Section 102(b)(7) of the DGCL (Section 102(b)(7)) was amended to permit companies to include in their certificates of incorporation limitations of monetary liability for certain officers. Consistent with Section 102(b)(7), the Officer Exculpation Revisions would only permit exculpation of certain officers for breaches of the fiduciary duty of care for direct claims brought by shareholders. This means that our Board and shareholders may still bring claims on behalf of the company for a breach of the fiduciary duty of care against officers. Like the provision limiting the liability of directors, the Officer Exculpation Revisions do not permit the elimination of liability of officers for any breach of the duty of loyalty to the company or its shareholders, any acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of the law, or any transaction from which the officer derived an improper personal benefit. The Officer Exculpation Revisions also do not permit the limitation of liability of officers in any derivative action. The officers who would be covered by the Officer Exculpation Revisions include any officer who, during the course of conduct alleged to be wrongful, (i) is or was the company’s president, chief executive officer, chief operating officer, chief financial officer, chief legal officer, controller, treasurer, or chief accounting officer; (ii) is or was identified in the company’s public filings with the Securities and Exchange Commission as a named executive officer; or (iii) has, by written agreement with the company, consented to being identified as an officer for purposes of service of process in Delaware. The description of the Officer Exculpation Revisions is qualified in its entirety by and should be read in conjunction with the full text of The Eleventh Amended and Restated Certificate of Incorporation, which is attached hereto as Appendix B.

We believe that adopting the Officer Exculpation Revisions will enable officers to exercise their business judgment in furtherance of our shareholders’ interest without the potential distraction of risking personal liability. This will further enhance the Company’s ability to retain and attract talented and experienced officers which is in the Company’s best interests, and the Company should seek to assure such persons that exculpation under certain circumstances is available. Our Board believes that a failure to adopt the Officer Exculpation Revisions could impact the Company’s recruitment and retention of exceptional officer candidates who conclude that the potential exposure to liabilities, costs or defenses, and other risks of proceedings exceed the benefits of serving as an officer of the Company. In addition, the Board believes the Officer Exculpation Revisions better align the protections available to the company’s officers with those currently available to the company’s directors.

The Board has determined that it is in the best interests of the company and our shareholders to adopt the Officer Exculpation Revisions. Our officers will receive the liability exculpation protections afforded by the Officer Exculpation Revisions effective upon the company’s filing of The Eleventh Amended and Restated Certificate of Incorporation setting forth the Officer Exculpation Revisions with the Delaware Secretary of State, which is anticipated to occur promptly following the date of the Annual Meeting if this Proposal Two is adopted by our shareholders. The Board retains the discretion to abandon, and not implement, the Officer Exculpation Revisions at any time before it becomes effective, even if it is approved by our shareholders.

		THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE OFFICER EXCULPATION REVISIONS TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO LIMIT LIABILITY OF OFFICERS AS PERMITTED BY DELAWARE LAW.

 PROPOSAL 3: APPROVE RECLASSIFICATION REVISIONS TO OUR AMENDED AND

 RESTATED CERTIFICATE OF INCORPORATION TO ACCOUNT FOR THE AUTOMATIC

 CONVERSION OF ALL OF OUR OUTSTANDING CLASS B COMMON STOCK TO

 CLASS A COMMON STOCK EFFECTIVE AS OF DECEMBER 31, 2024 AND TO

 RECLASSIFY EACH OUTSTANDING SHARE OF THE COMPANY’S CLASS A

 COMMON STOCK INTO A SHARE OF THE COMPANY’S COMMON STOCK

As described below, pursuant to the terms included in our Amended and Restated Certificate of Incorporation as currently in effect, the use of our dual class structure concluded under its terms. All Class B shares were converted into Class A shares as of December 31, 2024. We propose that our shareholders approve revisions (the Reclassification Revisions) to our Amended and Restated Certificate of Incorporation to account for the automatic conversion of all of our outstanding Class B common stock to Class A common stock effective as of December 31, 2024 and to reclassify each outstanding share of the Company’s Class A common stock into a share of the Company’s common stock. 

Our Board of Directors has adopted and declared advisable revisions to our Amended and Restated Certificate of Incorporation to, include certain ministerial changes to account for the automatic conversion of all of the then outstanding Class B common stock to Class A common stock effective as of December 31, 2024 and to subsequently reclassify each outstanding share of Class A common stock into a share of the Company’s common stock.

Our existing Amended and Restated Certificate of Incorporation includes provisions related to our prior dual class structure. During the fourth quarter of 2024, the number of outstanding shares of our Class B common stock declined such that the total number of outstanding shares of our Class B common stock represented less than 5% of the total aggregate number of outstanding shares of our Class A common stock and our Class B common stock. Under the terms of our existing Amended and Restated Certificate of Incorporation, our Class B common stock automatically converted to Class A common stock effective as of December 31, 2024. This resulted in 3,550,142 shares of Class A common stock being issued on December 31, 2024 with the related shares of Class B common stock being cancelled.

The Board has determined that it is in the best interest of the company and our shareholders to adopt the Reclassification Revisions. The ministerial changes will be effective upon the company’s filing of the Eleventh Amended and Restated Certificate of Incorporation with the Delaware Secretary of State which is anticipated to occur promptly following the date of the Annual Meeting if this Proposal Three is adopted by our shareholders. The Board retains the discretion to abandon, and not implement, the Reclassification Revisions at any time before it becomes effective, even if it is approved by our shareholders.

Our Board believes that the Reclassification Revisions significantly simplify the certificate of incorporation by removing provisions related to our prior dual class structure, which are no longer applicable. In addition, the Reclassification Revisions reclassify our Class A common stock to common stock to reflect that the Company no longer has a dual class structure.

		THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE RECLASSIFICATION REVISIONS TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO ACCOUNT FOR THE AUTOMATIC CONVERSION OF ALL OF OUR OUTSTANDING CLASS B COMMON STOCK TO CLASS A COMMON STOCK EFFECTIVE AS OF DECEMBER 31, 2024 AND TO RECLASSIFY EACH OUTSTANDING SHARE OF THE COMPANY’S CLASS A COMMON STOCK INTO A SHARE OF THE COMPANY’S COMMON STOCK.

 PROPOSAL 4: APPROVAL, ON A NON-BINDING,

 ADVISORY BASIS, OF THE COMPENSATION OF

 OUR NAMED EXECUTIVE OFFICERS

In accordance with the requirements of Section 14A of the Exchange Act, we are providing our shareholders the opportunity to vote to approve, on a non-binding, advisory basis, the compensation of our named executive officers (as disclosed under “Compensation Discussion and Analysis,” the tables included under the heading “Executive Compensation” and the accompanying narrative).

You are encouraged to review the section titled “Executive Compensation” and, in particular, the section titled “Compensation Discussion and Analysis” in this Proxy Statement, which provide a comprehensive review of our executive compensation program and its elements, objectives and rationale.

The vote on this resolution is not intended to address any specific element of compensation, rather the vote relates to the compensation of our named executive officers in its totality, as described in this Proxy Statement in accordance with the compensation disclosure rules of the SEC.

In accordance with Section 14A of the Exchange Act rules, shareholders are asked to approve the following non-binding resolution:

“RESOLVED, that the Company’s shareholders hereby approve, on a non-binding, advisory basis, the compensation of the Company’s named executive officers, as disclosed in the Company’s proxy statement for the ACV Auctions Annual Meeting of Shareholders to be held on May 28, 2025, pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the compensation tables and the accompanying narrative.”

The approval of this non-binding proposal requires the affirmative vote of the holders of shares representing a majority of the voting power of the outstanding shares of common stock present by virtual attendance or represented by proxy and voting affirmatively or negatively at the Annual Meeting.

Since this proposal is an advisory vote, the result will not be binding on our Board of Directors or our Compensation Committee. However, our Board of Directors values our shareholders’ opinions, and our Board of Directors and the Compensation Committee will take into account the outcome of the advisory vote when considering future executive compensation decisions.

		OUR BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE APPROVAL OF THE NON-BINDING RESOLUTION ON NAMED EXECUTIVE OFFICER COMPENSATION.

 EXECUTIVE OFFICERS

The following table sets forth, for our executive officers, their ages and position held with us as of the date of this Proxy Statement:

George Chamoun Director, Chief Executive Officer		William Zerella Chief Financial Officer		Vikas Mehta Chief Operations Officer		Michael Waterman Chief Sales Officer		Craig Anderson Chief Corporate Development and Strategy Officer		Leanne Fitzgerald Chief Legal Officer

Biographical information for George Chamoun is included above with the director biographies under the caption “Information Regarding Director Nominees and Current Directors.”

William Zerella has served as our Chief Financial Officer since September 2020. Prior to joining us, Mr. Zerella served as Chief Financial Officer of Luminar Technologies, Inc. from June 2018 to May 2020. Mr. Zerella also served as Chief Financial Officer of Fitbit, Inc. from June 2014 to June 2018. In addition to these roles, he has previously served as Chief Financial Officer for Vocera Communications, Inc., Force10 Networks Inc., Infinera Corporation and Calient Technologies, Inc., along with holding various other senior-level financial and management positions at additional companies, including GTECH Corporation and Deloitte & Touche LLP. Mr. Zerella is currently a member of the Board of TKB Critical Technologies 1, where he also serves as chair of the Audit Committee. Mr. Zerella holds a B.S. in accounting from the New York Institute of Technology and an M.B.A. from the New York University Leonard N. Stern School of Business.

Vikas Mehta has served as our Chief Operating Officer since January 2019. Prior to joining us, Mr. Mehta served for over a decade in several leadership roles in North America and Europe at eBay, Inc. (“eBay”), including as Payments Lead, Americas from June 2018 to January 2019 and General Manager, Consumer Business Germany from June 2015 to May 2018. He has also served as Chief Operating Officer at Kijiji, an eBay subsidiary and Canada’s largest classifieds site, in addition to earlier roles at the company. Prior to joining eBay, Mr. Mehta served as Manager of Sourcing Strategy at The Allstate Corporation. Mr. Mehta holds a B.S. in chemical engineering from the University of Florida and master’s degrees in chemical engineering and technology policy from the Massachusetts Institute of Technology.

Michael Waterman has served as our Chief Sales Officer since April 2019, and previously served as our Senior Vice President, Business Development beginning in October 2016. Prior to his arrival at our Company, Mr. Waterman served in various product and sales management roles, including as Division Vice President at Dealertrack, Inc. from November 2012 until July 2016, Director, Strategic Dealer Sales at ADESA, Inc. from March 2011 until October 2013 and National Sales Director, Inventory Solutions at Dealertrack, Inc. from March 2006 until March 2011. He began his career managing automobile dealerships. Mr. Waterman holds a B.S. in finance from Kent College.

EXECUTIVE OFFICERS

Craig Anderson has served as our Chief Corporate Development and Strategy Officer since June 2018. He previously served as Chief Financial Officer at Compass, a real estate platform, from July 2017 until March 2018. Before that, Mr. Anderson served as Chief Financial Officer and Chief Operating Officer of Flywheel Sports, a technology-enabled fitness provider, from September 2015 to June 2017, as well as President and Chief Operating Officer at Opt-Intelligence, an advertising exchange, from April 2013 to September 2015. Mr. Anderson began his career as an attorney at O’Melveny & Myers LLP before moving to the investment banking division of The Blackstone Group. Mr. Anderson holds a B.A. in economics from the University of California, Berkeley, a J.D. from Harvard Law School and an M.B.A. from The Wharton School at the University of Pennsylvania.

Leanne Fitzgerald has served as our Chief Legal Officer and Secretary since February 2022. Prior to her appointment at ACV, she was Senior Vice President, General Counsel and Secretary at Cerence, Inc. a provider of voice assistant solutions to automotive OEMs, since October 2019. Previously, Ms. Fitzgerald was with Nuance Communications Inc. (“Nuance”) and served as its Vice President, Associate General Counsel, Corporate, Securities and Compliance and Assistant Secretary from 2018 and as Vice President, Associate General Counsel and Assistant Secretary since 2014, and Associate General Counsel Intellectual Property since 2008. Prior to joining Nuance, she served in a variety of positions with increasing responsibility in the legal department of EMC Corporation from 1994 to 2008, culminating as Associate General Counsel. Ms. Fitzgerald holds a B.S. in engineering from the University of Massachusetts at Amherst and a J.D. from the University of New Hampshire School of Law, the Franklin Pierce Law Center.

 COMPENSATION DISCUSSION

 AND ANALYSIS

OUR NAMED EXECUTIVE OFFICERS

This Compensation Discussion and Analysis section discusses our executive compensation policies and how and why our Compensation Committee arrived at specific compensation decisions for the fiscal year ended December 31, 2024 for the individuals who served as our principal executive officer, our principal financial officer and our three other most highly compensated executive officers as of December 31, 2024 (collectively, the “NEOs”). Our NEOs are George Chamoun, William Zerella, Vikas Mehta, Michael Waterman and Craig Anderson.

This CD&A is divided into three sections:

Executive Summary

BUSINESS HIGHLIGHTS

ACV is on a mission to transform the automotive industry by building the most trusted and efficient digital marketplace and data solutions for sourcing, selling, and managing used vehicles with transparency and comprehensive insights that were once unimaginable.

We provide a highly efficient and vibrant marketplace platform (“marketplace platform” or “marketplace”) for wholesale vehicle transactions and data services that offer transparent and accurate vehicle information to our customers. Our marketplace platform leverages data insights and technology to power our digital marketplace and data services, enabling our dealers and commercial partners to buy, sell, and value vehicles with confidence and efficiency. We strive to solve the challenges that the used automotive industry has faced for generations and provide powerful technology-enabled capabilities to our dealers and commercial partners who fulfill a critical role in the automotive ecosystem. We help dealers source and manage inventory and accurately price their vehicles as well as process payments, transfer titles, manage arbitrations, and finance and transport vehicles.

COMPENSATION DISCUSSION AND ANALYSIS

FINANCIAL AND BUSINESS HIGHLIGHTS FOR FISCAL YEAR ENDED DECEMBER 31, 2024

For the fiscal year ended December 31, 2024, highlights of our business included the following:

OBJECTIVES, PHILOSOPHY, AND ELEMENTS OF EXECUTIVE COMPENSATION

Each year our Compensation Committee thoroughly reviews our executive compensation program with guidance from our internal People Team and the Committee’s independent compensation consultant, Compensia. Their ultimate goal is to establish an executive compensation program that attracts, retains, incentivizes, and rewards high-caliber, results-oriented executives who create and sustain value for our shareholders over the long term. We believe the following philosophies have facilitated our ability to compete for and retain talent and have facilitated key contributions to our long-term success. Our executive compensation program aims to achieve the following main objectives:

KEY FEATURES OF OUR EXECUTIVE COMPENSATION PROGRAM

The key features of our executive compensation program, policies and practices include the following:

COMPENSATION DISCUSSION AND ANALYSIS

EXECUTIVE COMPENSATION PROGRAM STRUCTURE

Our executive compensation program generally consists of the following three principal components: base salary, short-term incentives through performance-based bonuses (payable in cash or equity at our discretion) and long-term equity incentive compensation. We also provide our NEOs with benefits available to all our employees, including retirement benefits under ACV’s 401(k) plan and participation in our employee health and welfare benefit plans. The chart below summarizes the three main elements of our executive compensation in 2024, their objectives and key features.

Our executive compensation program provides a market-competitive compensation package to our NEOs that includes significant short-term incentives for the achievement of measurable corporate objectives and long-term incentives that are time based and/or tied to our stock price. We believe that this approach provides an appropriate blend of short-term and long-term incentives to maximize shareholder value.

To maintain a competitive compensation program, we offer cash compensation in the form of base salaries as well as short-term incentives in the form of annual performance-based payments (payable in cash or equity at our discretion). We also grant our NEOs long-term incentive compensation in the form of both RSUs and performance stock units (“PSUs”).

COMPENSATION DISCUSSION AND ANALYSIS

For the 2024 compensation cycle, the Compensation Committee enhanced our long-term incentive program with the introduction of PSUs, a new form of award consisting of at-risk performance-based compensation, to establish another link between the payout of long-term incentive awards and the performance of our business. The PSUs are subject to both service-based vesting conditions and a requirement that the average closing price of the Company’s Class A Common Stock, as measured over a period of 30 trading days commencing at the grant date and ending July 1, 2027, equals or exceeds a designated level (the “Stock Price Condition”). The PSUs will vest in one-third installments on each of July 1, 2025, 2026 and 2027, provided that the Stock Price Condition has been satisfied prior to the relevant date. If the Stock Price Condition has not yet been satisfied prior to the relevant date, then the PSUs that otherwise would have vested on such date will remain unvested unless and until the Stock Price Condition has been satisfied. If the Stock Price Condition has not been satisfied by July 1, 2027, then the PSUs will be forfeited on that date. In each circumstance, vesting is subject to the NEO’s continued service with the Company until the time of vesting. In 2024, the Share Price Condition was not met and there were no PSUs vested.

For 2024, 24% of our CEO’s long-term incentive award, and on average, 30% of other NEOs’ long term incentive awards were comprised of PSUs. By linking vesting of the PSUs awarded to the Stock Price Condition, we believe that we have advanced our goal of developing objective risk-based deferred compensation programs and further strengthened the link between shareholder value creation and compensation of our NEOs.

We believe that both RSUs and PSUs align the interests of our executives with our shareholders and provide a longer-term focus through either a multi-year vesting schedule for RSUs or cliff vesting over the course of a multi-year performance period for PSUs, while managing dilution to existing investors and providing greater predictability to our NEOs in the value of their compensation. We further believe the total compensation package for our executive officers aligned with market practices in our competitive markets.

For the fiscal year ending December 31, 2024, we used RSUs and PSUs to configure our long-term equity incentives for our executive officers, including our NEOs. Prior to our initial public offering in March 2021, we granted certain members of our management team, including some of our NEOs, long-term incentive compensation in the form of stock options. Since the time of the IPO until the 2024 fiscal year, our management team, including our NEOs received long-term equity incentives in the form of time-based RSUs, and in 2024, our NEOs also received PSUs to more closely align our compensation program with shareholder value.

During the fiscal year ended December 31, 2024, the Compensation Committee, with the assistance of our independent compensation consultant, Compensia, reviewed our executive compensation, including base salaries, short-term incentives, equity awards and benefit programs, to confirm the continued alignment of our compensation program with shareholder interests and appropriate rewards and incentives for our NEOs.

How We Determine Executive Compensation

Our philosophy is to offer an executive compensation program that enables us to attract, retain, incentivize and reward high-performing executives who create and sustain value for our shareholders over the long term. We strive to offer fair and competitive compensation designed to reinforce a results-oriented management culture focusing on the achievement of both short-term and long-term goals and objectives. Compensation received by executives is intended to be commensurate with organization performance and competitive with our market peers.

ROLE OF OUR COMPENSATION COMMITTEE AND MANAGEMENT

The Compensation Committee is appointed by our Board of Directors and helps our Board of Directors oversee our compensation program, policies, and plans. The Compensation Committee is responsible for reviewing and determining all compensation paid to our executive officers, including our NEOs, and reviewing and revising our compensation practices, policies and programs.

The Compensation Committee meets quarterly, and with greater frequency if necessary, throughout the year to manage and evaluate our executive compensation program, and generally determines the principal components of compensation (base salary, short-term incentives, and long-term incentives) for our NEOs on an annual basis; however, decisions may occur at other times for new hires, promotions or other special circumstances as our Compensation Committee determines appropriate. The Compensation Committee does not delegate authority to approve executive officer compensation and retains the final authority to make all compensation decisions for our executive officers except our Chief Executive Officer whose compensation is determined by our Board following the recommendations of our Compensation Committee. The Compensation Committee does not have formal policies for allocating compensation among base salary, short-term incentives, and long-term incentives or among cash and non-cash compensation. Instead, the Compensation Committee uses its judgment to establish a total compensation program for each NEO that is a mix of current, short-term and long-term incentive compensation, and cash and non-cash compensation, that it believes appropriate to achieve the goals of our executive compensation program and our corporate objectives.