George Chamoun
About George Chamoun
George Chamoun is the CEO of ACV Auctions and a director since 2016; age 50; B.A. in political science from SUNY Buffalo . Under his leadership, ACV grew 2024 revenue to $637M (+32% YoY) and delivered first positive Adjusted EBITDA ($28.1M) . Pay-versus-performance disclosures show ACV total shareholder return value of a $100 initial investment at $26 (2022), $48 (2023), and $71 (2024), while CEO “compensation actually paid” rose alongside improving adjusted EBITDA . The company sunset its dual-class structure at year-end 2024, simplifying governance and aligning voting with common stockholders .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Chek, Inc. (predecessor to Synacor) | Co-founder & CEO | 1998–2000 | Led acquisition of MyPersonal.com to form Synacor |
| Synacor, Inc. | President, Service Provider Sales & Marketing | Through Sep 2016 | Drove sales/marketing execution prior to joining ACV |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Launch NY (nonprofit) | Chairman | Ongoing | Supports startup ecosystem in upstate New York |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | 424,120 | 468,750 | 475,000 |
| Target Bonus (% of Base) | 125% | 130% | 130% |
| Actual Annual Bonus ($) | 506,250 (paid in fully vested RSUs) | 636,025 (paid in fully vested RSUs) | 787,313 (paid mainly in RSUs; shares sized on 30-day average) |
| Perquisites ($) | 11,494 (incl. disability premium, phone) | 4,368 | 4,368 |
Notes:
- ACV paid annual bonuses in RSUs that vested upon grant (Feb 23, 2023; Feb 23, 2024; and Mar 2025), reducing cash outlay and reinforcing equity alignment .
- Base salary was increased in 2023 then held flat for 2024 to emphasize at-risk pay .
Performance Compensation
| Component | Metric | Weight | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| Annual Bonus (FY2024) | Adjusted EBITDA | 50% | $29M | $36.8M | 145% of metric | Paid as fully vested RSUs Mar 2025 |
| Annual Bonus (FY2024) | GAAP Revenue | 50% | $653.4M | $657.4M | 110% of metric | Paid as fully vested RSUs Mar 2025 |
| Long-term (granted 5/29/2024) | RSUs | — | 295,276 shares | N/A | Time-based | 16 equal quarterly vests starting Jul 1, 2024 |
| Long-term (granted 5/29/2024) | PSUs | — | 91,705 shares (Stock Price Condition) | Not met in 2024 | 0–100% | 3-year period; cliff tranches at Jul 1, 2025/26/27 if 30-day avg price threshold is met |
Additional details:
- FY2024 bonus uses a gate and linear payout curve: 50% at threshold, 100% at target, 150% at stretch; EBITDA gate required for any payout .
- The 2024 PSUs introduced true at-risk stock-price conditioning; no vesting occurred in 2024 .
Equity Ownership & Alignment
| Item | Value/Status |
|---|---|
| Beneficial Ownership (Apr 2, 2025) | 943,711 shares (790,981 common + 152,730 options within 60 days) |
| Shares Outstanding Reference | 170,504,190 Class A common; indicator shows <1% ownership for Chamoun |
| Options (legacy) | 1,763,430 + 89,300 options at $0.14 strike, expiring 3/21/2027 (granted 3/22/2017) |
| Unvested RSUs (12/31/2024) | 92,812 (2/24/2021 grant); 40,178 (6/2/2022); 262,500 (3/31/2023); 258,366 (5/29/2024) |
| Outstanding PSUs (12/31/2024) | 91,705 (5/29/2024 grant; stock price condition) |
| 2024 Vesting/Exercises | No option exercises; 453,418 shares vested from stock awards (value $7,972,900) |
| Hedging/Pledging | Prohibited for insiders; no margin or derivatives; short sales barred |
| 10b5-1 Plan | Executives required to trade under Rule 10b5-1 plans |
Security ownership guidelines:
- ACV initiated board and executive share ownership guidelines; implementation underway in 2025, with increased use of performance-based compensation and plans to include rTSR in PSUs going forward .
Employment Terms
| Provision | Terms |
|---|---|
| Employment | At-will; confirmatory offer letter |
| Covenants | Non-compete and non-solicit for 1 year post-termination |
| Regular Severance (no CIC) | 12 months base salary and up to 12 months benefits; CEO also eligible on resignation for “good reason” |
| Change-in-Control (CIC) | Double trigger: 18 months base salary; 150% of annual target bonus; up to 18 months benefits; full acceleration of time-based equity; PSU vest per award terms; “good reason” eligible |
| CIC Tax | 280G cutback to maximize after-tax benefit; no excise tax gross-ups |
| Clawback | Mandatory recovery for restatements per SEC/NYSE rules |
| ESPP | Broad-based plan at 85% of market price; exec participation noted for some NEOs |
Illustrative severance amounts (as of 12/31/2024):
- Regular termination (CEO): $475,000 cash + $29,563 benefits; no equity acceleration .
- CIC termination (CEO): $1,638,750 cash + $42,627 benefits + $14,123,290 RSU acceleration; total $15,804,667 .
Board Governance
| Attribute | Details |
|---|---|
| Role | CEO and Director (Class I); director since 2016; non-independent |
| Committees | None |
| Board Leadership | Independent Chair (Robert Goodman); 86% independent board |
| Attendance | 100% board and committee meetings in 2024 |
| Executive Sessions | Independent directors meet in regular executive sessions |
| Governance Changes | Sunset of dual-class; officer exculpation amendments proposed; strengthened clawback and ownership guidelines |
Director compensation:
- CEO directors receive no additional director pay; non-employee director compensation policy refreshed with RSU grants in 2024 .
Compensation & Incentives Detail
| Item | 2022 | 2023 | 2024 |
|---|---|---|---|
| CEO Stock Awards ($) | 2,174,460 | 5,422,200 | 6,562,085 (RSUs & PSUs FV) |
| Pay Mix Notes | Cash comp raised from below-market in 2022; greater emphasis on RSUs in 2023; PSUs introduced in 2024 to add at-risk performance linkage | ||
| Bonus Plan Targets | EBITDA loss threshold revised in 2022 amid market downturn | 2023 GAAP revenue and EBITDA targets met/stretch leading to ~103% payout | 2024 EBITDA and revenue exceeded; ~127.5% payout |
Peer group and benchmarking:
- 2024 peer group included AppFolio, BlackLine, CarGurus, Cars.com, Q2 Holdings, Rapid7, Shutterstock, Sprout Social, LivePerson, PagerDuty, Everbridge, Varonis, OpenLane (KAR), Chegg, Digital Turbine .
- Committee tends to set cash components below median and emphasize long-term equity .
Say-on-pay and shareholder engagement:
- 2024 say-on-pay supported by >99% of votes cast .
- Company engaged shareholders to increase at-risk compensation, implement ownership guidelines, and add rTSR to PSUs beginning 2025 .
Related Party Transactions and Risk Indicators
- Chamoun’s brother employed at ACV; 2024 compensation: $157,500 salary rising to $168,000 with commissions/RSUs; reviewed under related party policies .
- Banking relationship with M&T Bank (director René Jones is CEO of M&T); fees at market rates ($153,007 in 2024) .
- Insider trading policy prohibits hedging/pledging; executives trade via 10b5-1 plans .
- Dual-class sunset and officer exculpation proposal seek governance simplification and retention benefits .
- 23 late Form 4s in 2024 due to administrative issues; company states compliance otherwise .
Investment Implications
- Strong pay-for-performance alignment: 2024 bonus metrics directly tied to EBITDA and GAAP revenue, and long-term incentives now include PSUs with stock price hurdles, signaling confidence in medium-term value creation .
- Retention risk appears contained: competitive equity grants with multi-year vesting, double-trigger CIC protections, and no single-trigger acceleration, tempering turnover risk while preserving shareholder protections via clawback and 280G cutback (no gross-ups) .
- Insider selling pressure: 2024 shows substantial RSU vesting for Chamoun (453,418 shares); trading constrained by 10b5-1 and anti-hedging/pledging policies; monitor Form 4s and PSU stock-price conditions for potential future supply .
- Governance quality improving: independent chair, high independence, dual-class sunset, and planned ownership guidelines are positives for alignment; related-party items (family employment, M&T banking) are disclosed and appear at market terms .