Leanne Fitzgerald
Chief Legal Officer and Secretary at ACVA
Executive
About Leanne Fitzgerald
Leanne Fitzgerald is ACV Auctions’ Chief Legal Officer and Secretary (age 59), serving since February 2022; she holds a B.S. in engineering from the University of Massachusetts Amherst and a J.D. from the University of New Hampshire School of Law (Franklin Pierce Law Center) . During her tenure, ACV delivered 2024 revenue of $637M (+32% YoY), achieved its first year of positive Adjusted EBITDA, and saw stock performance add ~$1.1B of market value in 2024 on a ~45% share price increase, underscoring improving operating leverage and investor sentiment .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Cerence, Inc. | SVP, General Counsel & Secretary | 2019–2022 | Led public-company legal, governance, and automotive software contracting at an OEM-facing voice/AI provider |
| Nuance Communications | VP, Associate GC (Corporate/Securities/Compliance); earlier IP counsel | 2008–2018 | Advanced securities, compliance, and IP strategy at a global speech/AI company |
| EMC Corporation | Associate General Counsel and prior roles | 1994–2008 | Supported enterprise tech transactions and IP in a scaled, acquisitive infrastructure leader |
External Roles
No additional public company board roles were disclosed in ACV filings for Ms. Fitzgerald .
Fixed Compensation
ACV discloses program design (base salary plus annual performance-based bonus), but Ms. Fitzgerald’s individual salary and target bonus % are not itemized (she was not a Named Executive Officer in 2024–2025 proxies). Executive officer program elements are summarized below .
| Element | Design (company-wide program) | Notes |
|---|---|---|
| Base salary | Fixed cash | Set by role; individual amounts not disclosed for Ms. Fitzgerald |
| Annual bonus (Performance Bonus Plan) | 50% Revenue / 50% Adjusted EBITDA; linear payout: 50% at threshold, 100% at target, 150% at stretch | “Executive officers, including NEOs”; ACV may pay in cash or fully-vested RSUs |
Performance Compensation
2024 company-level bonus metrics and outcomes used for executive officers (including NEOs):
| Metric | Weighting | Threshold | Target | Stretch | 2024 Actual | Payout Component |
|---|---|---|---|---|---|---|
| GAAP Revenue | 50% | $625.0M | $653.4M | $673.6M | $657.4M | 110% of target |
| Adjusted EBITDA | 50% (gate) | $25.0M | $29.0M | $37.5M | $36.8M | 145% of target |
| Total Payout | 127.5% of target (weighted) |
Long-term incentives:
- 2024: ACV introduced performance stock units (PSUs) for executive officers with a stock-price condition (30-trading-day average through 7/1/2027) and three potential cliff vesting dates (subject to meeting the price condition and service) .
- 2025: Certain executive officers received PSUs tied to relative TSR vs. the Russell 2000 (25th–75th percentile scale, 50–200% earn; capped at 100% if ending price is below the beginning price) with vesting into 2027–2028 (continued service required) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 103,803 shares of Class A common stock held by Leanne Fitzgerald (as of April 2, 2025, noted in the Security Ownership section) |
| Recent equity awards | 40,102 PSUs granted on May 29, 2024 (stock-price condition through 7/1/2027; vesting in tranches upon condition achievement and continued service) |
| Hedging/pledging | Prohibited for directors, officers, employees, and designated consultants |
| Trading plans | Executive officers are required to trade under Rule 10b5-1 plans per Insider Trading Policy |
| Ownership guidelines | Company disclosed it is implementing share ownership guidelines for directors and executive team (in process) |
Note: RSU holdings/vesting schedules specific to Ms. Fitzgerald were not itemized in the proxies; her 2024 PSU grant and vesting mechanics are disclosed via 8‑K .
Employment Terms
- Role and start: Chief Legal Officer & Secretary since February 2022 .
- At‑will status and covenants: ACV uses confirmatory offer letters and standard employee covenants (confidentiality/IP; non-compete and non-solicit for one year post-termination referenced for NEOs) .
- Severance & change-in-control framework (plan-level terms): The Executive Severance Plan covers NEOs and certain other employees at Compensation Committee discretion. Outside a CIC, non‑CEO NEO participants receive 9 months’ base salary and up to 9 months’ benefits; within the CIC window (3 months before to 12 months after closing) non‑CEO NEO participants receive 12 months’ base salary, 100% of target annual bonus, up to 12 months’ benefits, and acceleration of time‑based equity (performance awards vest per award agreements), subject to a customary release . ACV states no single-trigger vesting upon a change in control .
- Clawback: Mandatory recoupment policy compliant with Dodd-Frank/NYSE; applies to cash and equity incentive compensation upon a material financial restatement .
Compensation Structure Analysis
- Increased at-risk weighting: 2024 introduced PSUs for executives (and rTSR PSUs for certain executives in 2025), strengthening alignment with shareholder returns .
- Annual bonus tied to fundamental performance: Equal weighting of Revenue and Adjusted EBITDA with a gate, encouraging balanced growth and profitability; 2024 paid at 127.5% on above-target results .
- Governance safeguards: No single-trigger CIC vesting; hedging/pledging prohibited; 10b5-1 trading plan requirement; clawback in place .
Performance & Track Record (Company Context)
| Metric | 2023 | 2024 |
|---|---|---|
| Revenue ($) | $481M | $637M (+32% YoY) |
| Adjusted EBITDA ($) | $(18.2)M | $28.1M (first positive year) |
| Stock performance | — | +45% in 2024; +$1.1B market cap |
These company-level outcomes reflect improved scale, operating leverage, and investor recognition during Ms. Fitzgerald’s tenure as CLO .
Compensation Peer Group & Say‑on‑Pay
- Peer group (2024): AppFolio, BlackLine, CarGurus, Cars.com, Chegg, Digital Turbine, Everbridge, LivePerson, PagerDuty, Q2 Holdings, Rapid7, Shutterstock, Sprout Social, Varonis, OpenLane (KAR) .
- Consultant: Compensia advises the Compensation Committee; no conflicts identified .
- Say‑on‑pay: 2024 support exceeded 99%, signaling investor approval of the pay program .
Investment Implications
- Alignment signals: The introduction and evolution of PSUs (price condition, then rTSR for certain executives) plus prohibitions on hedging/pledging and mandatory 10b5‑1 plans point to strong pay‑for‑performance alignment and lower governance risk .
- Retention/overhang: Multi‑year vesting on PSUs/RSUs and company‑wide equity usage under 3% dilution (2024 commentary) support retention while moderating dilution; however, precise equity runway for Ms. Fitzgerald beyond the disclosed PSUs isn’t itemized .
- Performance leverage: Bonus metrics anchored in revenue and Adjusted EBITDA with a gate promote quality growth; 2024 payout at 127.5% was supported by fundamentals and market cap gains, suggesting balanced incentives .
- Disclosure gaps: Individual fixed pay and comprehensive equity detail for Ms. Fitzgerald (e.g., RSUs, exercisable options) are not separately disclosed; monitoring future proxies and Form 4s is warranted to assess selling pressure and evolving ownership.