Craig Anderson
Chief Corporate Development and Strategy Officer at ACVA
Executive
About Craig Anderson
Craig Anderson is ACV Auctions’ Chief Corporate Development and Strategy Officer, serving since June 2018; he is 48 years old and holds a B.A. in Economics (UC Berkeley), a J.D. (Harvard Law School), and an M.B.A. (Wharton) . ACV reported 2024 revenue of $637M (+32% YoY) and its first year of positive Adjusted EBITDA, with Adjusted EBITDA of $28.1M per the reconciliation; the stock rose ~45% in 2024, adding ~$1.1B in market cap, which informed incentive outcomes . His remit spans corporate development and strategy, with compensation linked to revenue and Adjusted EBITDA and long-term performance stock units tied to ACV’s share price .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| ACV Auctions Inc. | Chief Corporate Development & Strategy Officer | Since Jun 2018 | Not disclosed |
| Compass | Chief Financial Officer | Jul 2017 – Mar 2018 | Not disclosed |
| Flywheel Sports | Chief Financial Officer & Chief Operating Officer | Sep 2015 – Jun 2017 | Not disclosed |
| Opt-Intelligence | President & Chief Operating Officer | Apr 2013 – Sep 2015 | Not disclosed |
| O’Melveny & Myers LLP | Attorney | Early career (years not disclosed) | Not disclosed |
| The Blackstone Group (Investment Banking Div.) | Investment banking | Early career (years not disclosed) | Not disclosed |
External Roles
No public company directorships or external roles are disclosed for Craig Anderson in the proxy .
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary ($) | $377,500 | $380,000 |
| Target Bonus (% of Salary) | 90% | 90% |
| Target Bonus ($) | $339,750 | $342,000 |
| Actual Bonus Paid ($) | $416,568 (paid in vested RSUs) | $436,050 (paid in vested RSUs) |
Notes:
- 2024 bonus delivered in fully vested RSUs; number of vested RSUs for Craig: 29,404, with value $436,061; the RSU count was determined using the Mar 4, 2025 closing price, while the company states RSUs were vested upon grant on Feb 23, 2025 .
Performance Compensation
Annual Bonus Framework (FY 2024)
| Metric | Weighting | Threshold | Target | Stretch | Actual | Component Payout |
|---|---|---|---|---|---|---|
| GAAP Revenue ($M) | 50% | 625.0 | 653.4 | 673.6 | 657.4 | 110% |
| Adjusted EBITDA ($M) | 50% (gate) | 25.0 | 29.0 | 37.5 | 36.8 | 145% |
| Weighted Bonus Payout | 127.5% of target |
Vesting: Paid as fully vested RSUs upon grant; for most NEOs the RSU count used Mar 4, 2025 closing price; for the CEO a 30-day average was used to reduce dilution. Craig’s RSUs were fully vested at grant with RSU count determined by Mar 4 price .
Long-Term Incentives (Grants in FY 2024)
| Award Type | Grant Date | Shares Granted | Vesting | Performance Condition |
|---|---|---|---|---|
| RSU | May 28–29, 2024 | 105,456 | 1/16 quarterly from Jul 1, 2024 over 4 years | None (service-based) |
| PSU | May 29, 2024 | 40,102 | Cliff vesting across Jul 1, 2025/2026/2027 contingent on share price condition during 3-year period | 30-trading-day average price condition by Jul 1, 2027; 0–100% payout |
Program structure: Short-term bonuses tied 50% to revenue and 50% to Adjusted EBITDA; long-term mix shifted in 2024 to include PSUs, increasing at-risk pay .
Equity Ownership & Alignment
| Ownership Metric | Value | As-of Date |
|---|---|---|
| Beneficial Ownership (Total Shares) | 85,287 shares (<1% of outstanding) | Apr 2, 2025 |
| Unvested RSUs Outstanding | 92,274 shares | Dec 31, 2024 |
| Unearned PSUs Outstanding | 40,102 shares (subject to stock price condition) | Dec 31, 2024 |
| 2024 Option Exercises | 330,912 shares; $5,390,747 value realized | FY 2024 |
| 2024 Stock Vested | 144,625 shares; $2,532,870 value realized | FY 2024 |
Alignment policies:
- Hedging and pledging of ACV stock are prohibited; executives must trade under 10b5-1 plans .
- Share ownership guidelines are being implemented for executives and directors; compliance status is not yet disclosed .
- No excise tax gross-ups; clawback policy compliant with SEC and NYSE rules .
Employment Terms
| Scenario | Cash Severance | Benefits Continuation | Equity Acceleration | Bonus Multiple | Total Illustrative |
|---|---|---|---|---|---|
| Involuntary Termination (no CIC) | $285,000 (9 months) | $26,158 (9 months) | $0 | $0 | $311,158 |
| CIC Termination (Double Trigger) | $722,000 (12 months base + 100% target bonus) | $31,970 (12 months) | $4,760,381 (time-based RSUs; PSUs per award terms) | 100% of target | $5,514,351 |
Additional contractual features:
- At-will employment with confirmatory offer letter; standard employee covenants include non-compete and non-solicit for 1 year post-termination .
- Bonuses under Performance Bonus Plan are discretionary and can be paid in cash or equity; 2024 bonuses paid in vested RSUs .
- ESPP participation elected by Craig (85% purchase price feature) .
Performance & Track Record
- ACV delivered $637M revenue in 2024 (+32% YoY) and $573M marketplace and service revenue (+36% YoY), with marketplace units up 24% to 743,008 .
- First year of positive Adjusted EBITDA; reconciliation shows Adjusted EBITDA of $28.1M for 2024 .
- 2024 stock price increased ~45%, adding ~$1.1B to market cap; the Compensation Committee considered market conditions and performance when approving a 127.5% bonus payout .
Compensation Peer Group (Benchmarking)
- 2024 peer group includes AppFolio, BlackLine, CarGurus, Cars.com, Q2 Holdings, Rapid7, Shutterstock, Sprout Social, Varonis, LivePerson, PagerDuty, Chegg, Digital Turbine, Everbridge, and OpenLane .
- ACV moved from below-market equity levels post-IPO toward peer mean in 2023–2024, introducing PSUs in 2024 to increase at-risk pay; base salaries remained flat .
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay received >99% support; investor feedback drove increased use of at-risk compensation and implementation of share ownership guidelines .
Compensation Structure Analysis
- Year-over-year: Base salary flat at $380,000; stock awards increased to $2,532,297; bonus paid in RSUs rose to $436,061; all other compensation $3,237 .
- Shift toward at-risk equity via PSUs in 2024; no single-trigger vesting on change in control; hedging/pledging prohibited; clawback policy in place .
- Discretionary features: Committee applied judgment to bonus payouts given market conditions and stock performance; payout remained below stretch .
Risk Indicators & Red Flags
- Hedging and pledging prohibited; 10b5-1 plan requirement reduces opportunistic trading risk .
- No excise tax gross-ups; double-trigger equity acceleration only upon CIC termination .
- Insider liquidity: Significant 2024 option exercises ($5.39M realized) and ongoing quarterly RSU vesting could create selling pressure, though trades are governed under 10b5-1 plans .
Equity Ownership & Incentives (Multi-Year)
| Component | FY 2023 | FY 2024 |
|---|---|---|
| Stock Awards ($) | $1,936,500 | $2,532,297 |
| Non-Equity Incentive ($) | $416,568 (paid in RSUs) | $436,061 (paid in RSUs) |
| All Other Compensation ($) | $3,237 | $3,237 |
| Total Compensation ($) | $2,733,805 | $3,351,595 |
Investment Implications
- Pay-for-performance alignment is improving: bonus metrics tied to GAAP revenue and Adjusted EBITDA, and long-term PSUs tied to share price should align incentives with shareholder value; hedging/pledging prohibitions further strengthen alignment .
- Retention risk appears mitigated by substantial unvested RSUs and PSUs plus double-trigger CIC protections; however, ongoing quarterly RSU vesting and prior option exercises imply periodic supply that could pressure shares around vesting windows, albeit under 10b5-1 plans .
- Governance signals are constructive: strong say-on-pay support, clawback policy, movement to ownership guidelines, and no single-trigger acceleration or tax gross-ups reduce red flags; compensation shifting toward at-risk equity is a positive .