Kirsten Castillo
Director at ACVA
Board
About Kirsten Castillo
Kirsten Castillo, 52, has served as an independent Class III director of ACV Auctions since October 2020 and is Chair of the Nominating and Corporate Governance Committee . She is the former COO of GlobalTranz (May 2017–Nov 2018) and former CEO and COO of Logistics Planning Services (2010–2017); she holds a B.S. from the University of Minnesota and a Global Executive MBA from Duke’s Fuqua School of Business . ACV’s Board is 86% independent and chaired by an independent director; Castillo was affirmed independent under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| GlobalTranz Enterprises, Inc. | Chief Operating Officer | May 2017 – Nov 2018 | Operations leadership in logistics |
| Logistics Planning Services (LPS) | Chief Executive Officer | Sept 2012 – May 2017 | Led growth and sale to GlobalTranz |
| Logistics Planning Services (LPS) | Chief Operating Officer | Sept 2010 – Sept 2012 | Built operational foundation pre-CEO |
External Roles
| Organization | Role | Tenure | Committee Roles |
|---|---|---|---|
| Ocugen, Inc. (NASDAQ: OCGN) | Director | Since April 2020 | Not disclosed |
| The Marvin Companies (private) | Director | Since April 2019 | Not disclosed |
Board Governance
- Independence: Board determined Castillo is independent (NYSE/SEC standards); ACV has 6 of 7 independent directors; independent chair (Robert Goodman) .
- Committee assignments: Chair, Nominating & Corporate Governance; member Eileen A. Kamerick; 4 meetings in 2024; both members independent . Audit Committee (Kamerick chair) held 9 meetings; Compensation Committee (Goodman chair) held 6 meetings (Castillo is not a member) .
- Attendance: Board met 5 times in 2024; current directors attended 100% of Board and committee meetings .
- Executive sessions: Independent, non-management directors meet regularly in executive sessions .
- Board skills: Castillo’s matrix includes Leadership, Strategy, Sales & Marketing, Industry, and Oversight & Corporate Governance .
- Investor engagement: ACV initiated a formal shareholder engagement program; moving toward director/executive share ownership guidelines, formal over-boarding rules, and expanded performance-based compensation .
Fixed Compensation
| Component | Amount (USD) | Basis |
|---|---|---|
| Annual Board cash retainer | $33,500 | Non-employee director policy |
| Nominating & Corporate Governance Chair retainer | $7,500 | In lieu of committee member fee |
| Total cash fees earned (2024) | $41,000 | Reported 2024 director compensation |
Performance Compensation
| Equity Component | 2024 Grant Value | Grant/Policy Details | Vesting/Change-in-Control |
|---|---|---|---|
| Refresher RSU (2024) | $165,009 | Annual refresher RSU program for eligible directors | Vests on first anniversary or day before next Annual Meeting; full vesting on Change in Control under 2021 Plan |
| Retainer RSU election | Not elected | Optional election to receive cash retainers in RSUs | Quarterly vesting if elected |
| Outstanding RSUs | 9,239 units | Aggregate RSUs outstanding (as of 12/31/2024; 60-day look-forward for footnote) | Subject to standard time-based vesting |
| Outstanding Options | 13,417 shares | Options outstanding; exercisable within 60 days of April 2, 2025 | Company insider trading policy prohibits hedging/pledging |
Note: ACV’s clawback policy applies to incentive-based compensation for current/former executive officers upon a material restatement (mandatory recovery); it does not reference directors .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Public boards | Ocugen, Inc. (Director since Apr 2020) |
| Private/other boards | The Marvin Companies (Director since Apr 2019) |
| Interlocks/conflicts | No ACV-related related-party transactions disclosed for Castillo. Board-level related party items include M&T Bank fees ($153,007 in 2024) where director René Jones is CEO; fees described as aligned with normal structure . |
Expertise & Qualifications
- Education: B.S. (University of Minnesota); Global Executive MBA (Duke Fuqua) .
- Operating expertise: Logistics, supply chain, and scaled operations leadership as COO/CEO in transportation and logistics .
- Governance: Chair of Nominating & Corporate Governance; oversight of Board composition, ESG, and governance reporting .
Equity Ownership
| Holder | Shares/Units | Notes |
|---|---|---|
| Total beneficial ownership | 22,656 shares/units (less than 1%) | 13,417 options exercisable or within 60 days; 9,239 RSUs scheduled to vest within 60 days |
| Ownership guidelines | Company initiating director/executive share ownership guidelines; process underway | |
| Hedging/pledging | Prohibited for directors under Insider Trading Policy |
Governance Assessment
- Committee leadership and independence: Castillo chairs the Nominating & Governance Committee, with clear remit over director selection, independence, and ESG oversight; committee members are independent; the committee met 4 times in 2024, indicating active engagement .
- Attendance and engagement: 100% attendance across Board and committee meetings in 2024 reinforces effectiveness and commitment .
- Compensation alignment: Director pay mix emphasizes modest cash retainers with equity via annual RSUs; 2024 fees of $41,000 and equity grant of $165,009 appear consistent with ACV’s policy and emphasize alignment through equity; no performance-linked director equity metrics (time-based vesting, change-in-control acceleration standard) .
- Ownership alignment: Beneficial holdings of 22,656 shares/units and company movement toward formal ownership guidelines support improved alignment; hedging/pledging prohibited, reducing misalignment risk .
- Shareholder signals: 2024 say-on-pay passed with >99% support, and management introduced PSUs and plans to add rTSR metrics for executive awards in 2025—positive signals on pay-for-performance culture overseen by the Board .
- Potential conflicts: No related-party transactions disclosed involving Castillo. Board-level related party items (M&T Bank fees) are disclosed with terms described as normal; oversight resides with Audit Committee, which reviews related-party transactions .
- RED FLAGS: None directly tied to Castillo. Board-level items to monitor include (i) related-party banking fees (ensure continuing independent review) , and (ii) employment of CEO family member (monitor for compensation and role appropriateness) .
Overall, Castillo’s governance footprint—independent status, committee leadership in nominations/governance, full attendance, and equity-centered director pay—supports board effectiveness and investor confidence, with no Castillo-specific conflicts identified .