Eileen Kamerick
Director at ACVA
Board
About Eileen Kamerick
Independent director of ACV Auctions since March 2020; age 66; Chair of the Audit Committee and member of the Nominating & Corporate Governance Committee; recognized “audit committee financial expert.” She is an adjunct professor focusing on corporate governance and finance, and previously served as CFO at Houlihan Lokey, Heidrick & Struggles, Leo Burnett, and BP Amoco Americas, with board credentials including NACD Board Leadership Fellow, NACD Directorship Certification, and CERT in Cybersecurity Oversight; NACD Directorship 100 honoree (2022). Education: B.A. Boston College; M.B.A. and J.D., University of Chicago .
Past Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Houlihan Lokey, Inc. | Chief Financial Officer | Not disclosed | Executive-level financial operations |
| Heidrick & Struggles International, Inc. | Chief Financial Officer | Not disclosed | Executive-level financial operations |
| Leo Burnett Company, Inc. | Chief Financial Officer | Not disclosed | Executive-level financial operations |
| BP Amoco Americas | Chief Financial Officer | Not disclosed | Executive-level financial operations |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Associated Banc-Corp | Director (current) | Not disclosed | Bank board experience; no ACVA-related transaction disclosed involving ASB |
| VALIC Company I | Independent Director (current) | Not disclosed | Mutual fund board governance |
| Legg Mason closed-end mutual funds | Chairman of the Board (current) | Not disclosed | Oversight across closed-end funds |
| Hochschild Mining plc | Director (prior) | Nov 2016–Jun 2023 | International mining board experience |
| AIG and Anchor Trust Funds | Trustee (prior) | Jan 2018–Dec 2021 | Fund governance |
Board Governance
- Independence: The Board affirmatively determined Ms. Kamerick is independent under NYSE and SEC standards; 6 of 7 directors are independent .
- Committee assignments: Audit (Chair); Nominating & Corporate Governance (member). Audit Committee held 9 meetings in 2024; Nominating & Corporate Governance held 4 meetings; Audit Committee chair role includes oversight of financial reporting, internal controls, cyber/information security, competition and regulation, conflicts of interest, and related-party transactions; Ms. Kamerick is designated an “audit committee financial expert” .
- Attendance: In 2024, directors attended 100% of Board and committee meetings; Board met 5 times; independent directors hold regular executive sessions .
- Board leadership: Independent Chair (Robert Goodman); majority independent board .
- Shareholder engagement and ownership guidelines: ACV initiated a structured shareholder outreach; began process to implement share ownership guidelines for Board and executives .
- Hedging/pledging prohibitions: Policy prohibits hedging, short selling, margin purchases, pledging of ACV stock by directors and employees .
Fixed Compensation (Director Pay)
| Component (2024) | Amount | Notes |
|---|---|---|
| Fees earned or paid in cash | $57,400 | Kamerick’s cash retainers for Board/committee service |
| Stock awards (RSUs) | $165,009 | Annual refresher RSU grant fair value |
| Total | $222,409 | Sum of cash + equity |
Non-Employee Director Compensation Policy (structure):
| Type | Amount | Notes |
|---|---|---|
| Annual Board Retainer | $33,500 | Paid in cash unless elected as RSUs |
| Independent Board Chair Retainer | $25,000 | In lieu of member retainer |
| Audit Committee Member | $8,500 | Per year |
| Audit Committee Chair Retainer | $20,000 | In lieu of member retainer |
| Compensation Committee Member | $5,000 | Per year |
| Compensation Committee Chair Retainer | $12,000 | In lieu of member retainer |
| Nominating & Gov Committee Member | $3,900 | Per year |
| Nominating & Gov Committee Chair Retainer | $7,500 | In lieu of member retainer |
| Initial RSU Award (new directors) | $330,000 | Vests in 3 equal annual installments |
| Annual Refresher RSU Award | $165,000 | Vests on first anniversary of grant |
| Retainer RSU election | Varies by cash foregone | RSUs vest quarterly (4 installments per year) |
| Change in Control | Full vesting of director RSUs | Under 2021 Plan |
Performance Compensation (Director Equity Mechanics)
| Equity Element | Grant Type | 2024 Value/Units | Vesting | Performance Metrics |
|---|---|---|---|---|
| Annual Director Equity | RSUs | $165,009; 9,239 RSUs outstanding as of 12/31/2024 | Annual refresher RSUs vest after one year; retainer RSUs vest quarterly | None; director equity is time-based (no PSU for directors) |
| Legacy Options | Stock Options | 80,984 options outstanding (Kamerick) | Per option terms (legacy 2015 plan) | None; options are not performance-conditioned |
ACV’s PSU programs apply to executives, not directors; director compensation is at-risk via equity value but not tied to revenue/EBITDA/TSR metrics for directors .
Other Directorships & Interlocks
| Entity | Role | Interlock/Transaction Exposure | Assessment |
|---|---|---|---|
| Associated Banc-Corp (ASB) | Director | No ACVA-related transaction disclosed involving ASB | No direct conflict disclosed |
| M&T Bank (MTB) | René Jones, ACV director, is MTB CEO | ACV paid $153,007 in service fees to M&T in 2024; ordinary-course banking; reviewed under related-party policy | Managed via related-party policy; fees at normal rates; committee oversight |
Expertise & Qualifications
- Financial expert: Board-designated audit committee financial expert; deep CFO background across public/private companies .
- Governance & cyber: NACD Board Leadership Fellow; NACD Directorship Certification; CERT in Cybersecurity Oversight; NACD Directorship 100 (2022) .
- Legal/academic: Adjunct professor on corporate governance and finance; J.D. and M.B.A. (U. Chicago) .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| RSUs outstanding (as of 12/31/2024) | 9,239 | Director RSUs table |
| Options outstanding | 80,984 | Director options table |
| Insider trade (06/10/2025) | Sold 9,239 shares at ~$16.70; proceeds ~$154,291; post-sale direct holdings ~9,868 shares | Reported in Form 4; summary corroborated by third-party trackers |
| Hedging/pledging | Prohibited | Insider Trading Policy bans hedging, short selling, margin, pledging |
| Ownership guidelines | In process | Company initiating share ownership guidelines for directors/executives |
Governance Assessment
- Strengths: Independent director and Audit Chair with designated financial expert status; 100% attendance; robust audit scope including cyber and conflict oversight; independent board chair; clawback policy; prohibition on hedging/pledging; initiation of director/executive ownership guidelines; structured investor engagement .
- Compensation alignment: Director pay balanced cash/equity with modest cash retainers and standardized RSU grants; change-in-control vesting is disclosed; no director-specific tax gross-ups; option use limited to legacy awards; policy allows electing RSUs in lieu of cash to increase alignment .
- Conflicts/related party: No related-party transactions disclosed involving Kamerick personally; ACV’s banking relationship with M&T (where a fellow ACV director is CEO) is ordinary course and reviewed under policy; employment of CEO’s family member disclosed transparently with amounts; law firm engagement (spouse of an executive) previously disclosed with fees at normal structure—these are monitored by the Audit Committee .
- Signals: Insider share sale on 06/10/2025 appears routine following director RSU vesting (Form 144 notes vesting source), not indicative of governance risk absent patterns; continuing enhancement of governance (ownership guidelines, dual-class sunset) supports investor confidence .
Board Governance Details (Committee and Meeting Snapshot)
| Committee | Role | Meetings in 2024 | Key Oversight |
|---|---|---|---|
| Audit | Chair (Kamerick) | 9 | Financial reporting, internal controls, cyber/info security, conflicts, related party, auditor oversight |
| Nominating & Corporate Governance | Member (Kamerick) | 4 | Board/committee composition, director development, ESG policies/disclosure/reporting |
| Board | Director | 5 | Strategic risk oversight; executive sessions held for independent directors |
RED FLAGS and Risk Indicators
- Related-party banking services with a fellow director’s institution (M&T) require ongoing oversight; currently disclosed as ordinary-course with fees at market rates under formal related-party policy—no impairment of independence noted by the Board .
- No hedging/pledging permitted; no director-related loans or gross-ups disclosed; directors attended 100% of meetings—no attendance or pay anomalies identified .
- Dual-class stock sunset completed (Dec 31, 2024) simplifying governance—positive structural signal .
Compensation Committee Analysis (Context)
| Item | Details |
|---|---|
| Independence & consultant | Compensation Committee is fully independent; uses Compensia as independent consultant; reviews director pay periodically . |
| Peer group context | Committee uses a software/marketplace peer set for executive benchmarking; director compensation policy standardized via retainers and RSU grants; equity dilution managed (<3%) . |
Say-on-Pay & Shareholder Feedback (Context)
- 2024 say-on-pay support exceeded 99%, indicating broad shareholder endorsement of compensation framework; engagement feedback prompted increased at-risk executive compensation (PSUs) and move toward Board/executive ownership guidelines .
Related Party Transactions (Company Disclosures)
| Transaction | Amount/Timing | Counterparty | Governance Treatment |
|---|---|---|---|
| Banking services (2024) | $153,007 service charges | M&T Bank (CEO René Jones is ACV director) | Ordinary-course; reviewed under related-person policy |
| Employment of CEO’s family member (2024) | Salary $161,044 (as of 4/1/2024); commissions $35,000; RSU $19,074.48 | CEO’s brother at ACV | Disclosed; within policy; oversight by Board/Audit |
| Historical related law firm engagement (2021–Mar 2022) | $554,056 fees | Kramer Levin (partner spouse of ACV exec) | Normal fee structure; Audit/Board oversight |
No related-party transactions disclosed involving director Eileen Kamerick personally .
Insider Trades (Recent)
| Date | Form | Action | Shares | Price | Value | Post-Trade Holdings |
|---|---|---|---|---|---|---|
| 06/10/2025 | Form 4 / Form 144 | Sale | 9,239 | ~$16.70 | ~$154,291 | ~9,868 direct shares reported post-sale |
Form 144 indicates shares originated from RSU vesting under a registered plan prior to sale .
Summary Implications for Investors
- Audit leadership and 100% attendance bolster confidence in financial reporting quality and risk oversight; independence affirmed .
- Director pay is balanced and equity-heavy with standardized RSU grants; change-in-control treatment is clear; prohibitions on hedging/pledging and move toward ownership guidelines further align interests .
- No personal related-party conflicts disclosed for Ms. Kamerick; ordinary-course transactions involving other directors are transparently reported and governed by policy, limiting conflict risk .