Openlane, INC. DEF 14A Filing

Ticker: OPLN · Form: DEF 14A · Filed: Apr 26, 2024 · CIK: 1395942

Sentiment: neutral

Filing Stats: 4,369 words · 17 min read · ~15 pages · Grade level 15.3 · Accepted 2024-04-26 06:03:19

Key Financial Figures

Filing Documents

Executive Compensation Practices

Executive Compensation Practices 5 PROPOSALS 1 & 2: ELECTION OF DIRECTORS 6 Directors Elected Annually 6 Director Independence 6 Board Nominations and Director Nomination Process 6 Board Qualifications and Diversity 7 Information Regarding the Nominees for Election to the Board 7 BOARD STRUCTURE AND CORPORATE GOVERNANCE 13 Role of the Board 13 Board Leadership 13 Executive Sessions 14 Board Meetings and Attendance 14 Board Committees 14 Board and Committee Evaluation Process 16 Board's Risk Oversight 17 Corporate Governance Documents 18 Compensation Committee Interlocks and Insider Participation 18 Stockholder Communications with the Board 18 DIRECTOR COMPENSATION 19 Cash and Stock Retainers 19 Director Deferred Compensation Plan 20 Director Stock Ownership and Holding Guidelines 20 Director Compensation Paid in 2023 20 Outstanding Director Awards 21 BENEFICIAL OWNERSHIP OF COMPANY STOCK 22 PROPOSAL 3: ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION 24 COMPENSATION DISCUSSION AND ANALYSIS 25 Overview 25 Executive Summary 26 Compensation Philosophy and Objectives 28 The Role of the Compensation Committee and the Executive Officers in Determining Executive Compensation 28 Elements Used to Achieve Compensation Philosophy and Objectives 30 Compensation Policies and Other Information 41 Results of Say on Pay Vote at 2023 Annual Meeting 42 COMPENSATION COMMITTEE REPORT 43 ANALYSIS OF RISK IN THE COMPANY'S COMPENSATION STRUCTURE 44 SUMMARY COMPENSATION TABLE FOR 2023 45 GRANTS OF PLAN-BASED AWARDS FOR 2023 47 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2023 49 OPTION EXERCISES AND STOCK VESTED DURING FISCAL YEAR 2023 52 POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL 53 Equity-Based Awards—Omnibus Plan 53 Annual Cash Incentive Awards—Omnibus Plan 54 POTENTIAL PAYMENTS UPON TERMINATION OR CHA

Forward-Looking Statements

Forward-Looking Statements This proxy statement contains information that may constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, and which are subject to certain risks, trends and uncertainties. In particular, statements made that are not historical facts may be forward-looking statements. Words such as "should," "may," "will," "anticipates," "expects," "intends," "plans," "believes," "seeks," "estimates," and similar expressions identify forward-looking statements. Such statements are based on management's current expectations, assumptions and/or beliefs, are not guarantees of future performance and are subject to risks and uncertainties that could cause actual results to differ materially from the results projected, expressed or implied by these forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed in the section entitled "Risk Factors" in our annual and quarterly periodic reports filed with the Securities and Exchange Commission. The Company does not undertake any obligation to update any forward-looking statements. Notice of Internet Availability of Proxy Materials for the Annual Meeting The proxy statement for the 2024 annual meeting and the annual report to stockholders for the fiscal year ended December 31, 2023, each of which is being provided to stockholders prior to or concurrently with this notice, are also available to you electronically via the Internet. We encourage you to review all of the important information contained in the proxy materials before voting. To view the proxy statement and annual report to stockholders on the Internet, visit our website, corporate.openlane.com , and click on "Investors" and then the "Financials" tab. The information on our website is not part of this proxy statement and is not deemed incorporated by reference into this proxy statement or any other public filing made w

Executive Compensation Practices

Executive Compensation Practices We maintain a compensation program structured to achieve a close connection between executive pay and Company performance. For more information regarding our named executive officer compensation, see "Compensation Discussion and Analysis" and the compensation tables that follow such section.

Executive Compensation Best Practices

Executive Compensation Best Practices 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 for our CEO is six times his annual base salary, and three times annual base salary for the 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. 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

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