Brian Radecki

About Brian Radecki

Independent director at ACV Auctions since February 2021; age 54. Serves on the Audit and Compensation Committees and has been designated an “audit committee financial expert.” Prior roles include CFO of CoStar Group (2007–2015) and senior operational/financial roles at CoStar (1997–2016); earlier roles at Axent Technologies, Azerty, and Lumsden & McCormick. Education: B.S. in business administration with dual degrees in accounting and finance from SUNY Buffalo.

Past Roles

Organization	Role	Tenure	Committees/Impact
CoStar Group, Inc.	Chief Financial Officer	2007–2015	Led IPO (1998), subsequent equity offerings and acquisitions; senior operational/financial leadership (1997–2016)
Axent Technologies, Inc.	Accounting Manager	Not disclosed	Financial reporting responsibility
Azerty, Inc.	Finance/Accounting	Not disclosed	Accounting/operations experience
Lumsden & McCormick, LLP	Public Accounting	Not disclosed	Audit and financial controls foundation

External Roles

Organization	Role	Tenure	Notes
Rapa Therapeutics	Founder, CEO, Director	Since Sept 2017	Clinical-stage biotech; spin-out from National Cancer Institute
Angel Investments	Investor	Ongoing	Active angel investor across industries and stages

Board Governance

Independence: Board determined Radecki is independent under NYSE and SEC standards; 6 of 7 directors independent overall.
Committee assignments: Audit (member; financial expert) and Compensation (member).
Meeting cadence: Audit Committee 9 meetings in 2024; Compensation Committee 6 meetings in 2024; Nominating & Governance (not member) 4 meetings.
Attendance: Directors attended 100% of Board and committee meetings in 2024; independent directors hold regular executive sessions.
Board leadership: Independent Chair (Robert Goodman).
Risk oversight: Audit oversees financial reporting, internal controls, cyber/information security, regulation, conflicts, and related-party transactions; Compensation oversees compensation risk, incentives, and succession planning.

Fixed Compensation

Component	Amount	Source
Fees earned or paid in cash (2024)	$47,000	Director retainer/committee fees per policy
Stock awards (2024)	$165,009	Annual refresher RSU grant fair value
Total (2024)	$212,009

Policy rates applicable to Radecki’s roles:

Annual Board Retainer: $33,500
Audit Committee Member: $8,500
Compensation Committee Member: $5,000
Refresher RSU award: $165,000 grant date fair value; vests on first anniversary (or immediately before next annual meeting)
Change in Control: Director RSUs vest in full upon a “Change in Control” (under the 2021 Equity Incentive Plan)

Historical director equity:

Initial RSU grant at board commencement (Feb 2021): 40,000 shares; performance condition satisfied at IPO; service-based vesting one-third annually; vested fully by Feb 2024 (converted to Class A upon dual-class sunset).

Performance Compensation

Director equity is time-based RSUs; no disclosed director PSUs or performance-conditioned equity; all director RSUs vest in full upon Change in Control as defined in the 2021 Plan.
Company-wide compensation governance enhancements (relevant to Radecki as Compensation Committee member): introduction of PSUs for executives (2024) with stock-price condition; planned addition of rTSR metric to PSUs in 2025; increased at-risk compensation; ongoing share ownership guidelines rollout.

Other Directorships & Interlocks

Category	Details
Other public company boards	None disclosed for Radecki in the proxy
Committee interlocks	Company reported no Compensation Committee interlocks or insider participation issues in 2024
Related-party context	Company maintains banking services with M&T Bank, whose CEO (René Jones) is an ACV director; fees of $153,007 (2024) and $14,238 (Q1 2025) disclosed—monitoring falls under Audit Committee purview (Radecki member).

Expertise & Qualifications

Financial expertise: Designated “audit committee financial expert”; extensive CFO experience at a public company.
Strategy and governance: Skills matrix lists Leadership, Financial Experience, Strategy, Industry, Global Business, Oversight & Corporate Governance.
Education: B.S. in business administration (accounting and finance) from SUNY Buffalo.

Equity Ownership

Holder	Shares Owned	RSUs Vesting ≤60 Days	Options Exercisable ≤60 Days	Total Beneficial Ownership	% of Outstanding
Brian Radecki	61,101	9,239	0	70,340	<1% (based on 170,504,190 shares outstanding)

Notes:

No options reported for Radecki among non-employee directors at 12/31/2024.
Hedging/pledging prohibited by insider trading policy; directors barred from margin, derivatives, short selling, and pledging ACV shares.
Share ownership guidelines: Company in process of implementing for Board and executives (compliance status not disclosed).

Governance Assessment

Strengths: Independent director with deep public-company finance experience; Audit Committee financial expert; full meeting attendance in 2024; committee participation in both Audit and Compensation; director pay concentrated in equity (annual refresher RSU), supporting alignment; prohibitions on hedging/pledging; clawback policy maintained and mandatory upon restatement; compensation practices use independent consultant (Compensia), market-based peers, and increased at-risk structures (PSUs/rTSR).
Potential watch items: Company disclosed late Section 16 filings in 2024 (administrative delays); not specific to Radecki but indicates a compliance process risk to monitor; related-party banking services with M&T (fee levels disclosed)—oversight by Audit Committee (Radecki member).
Signal for investors: Introduction of PSUs and planned rTSR metric, plus ownership guidelines and independent chair, indicate responsiveness to investor feedback and alignment efforts—positive governance trajectory with Radecki involved at committee level.