Michael Waterman
Chief Sales Officer at ACVA
Executive
About Michael Waterman
Michael Waterman, 56, is ACV Auctions’ Chief Sales Officer (CSO). He has served as CSO since April 2019 and previously was Senior Vice President, Business Development from October 2016, following sales leadership roles at Dealertrack and ADESA; he holds a B.S. in finance from Kent College . Under the current executive team, ACV delivered 2024 revenue of $637M (+32% YoY), its first year of positive Adjusted EBITDA ($28.1M vs. -$18.2M in 2023), and a 45% stock price increase that added ~$1.1B of market cap in 2024 . Executive pay design emphasizes pay-for-performance with bonuses tied 50% to GAAP revenue and 50% to Adjusted EBITDA, and 2024 introduced at‑risk PSUs with price-based vesting; an rTSR metric is being added to 2025 PSU grants .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Dealertrack, Inc. | Division Vice President | Nov 2012 – Jul 2016 | Senior sales leadership in dealer software/solutions |
| ADESA, Inc. | Director, Strategic Dealer Sales | Mar 2011 – Oct 2013 | Wholesale/auction channel sales leadership |
| Dealertrack, Inc. | National Sales Director, Inventory Solutions | Mar 2006 – Mar 2011 | National sales leadership for inventory solutions |
| Various dealerships | Management | Early career | Retail dealership operations foundation |
Fixed Compensation
| Metric (2024) | Value |
|---|---|
| Base salary | $395,000 |
| Target bonus (%) | 100% of base salary |
| Target bonus ($) | $395,000 |
| Actual bonus earned | $503,625, paid in 33,960 fully vested RSUs on Mar 4, 2025 ($503,627 value) |
Multi-year compensation (NEO Summary Compensation Table):
| Year | Salary ($) | Stock awards ($) | Non‑equity incentive plan comp ($) | All other comp ($) | Total ($) |
|---|---|---|---|---|---|
| 2022 | 314,583 | 604,015 | 393,321 | 5,229 | 1,317,148 |
| 2023 | 366,250 | 2,582,000 | 481,128 | 5,229 | 3,434,607 |
| 2024 | 395,000 | 3,480,965 | 503,627 | 5,229 | 4,384,820 |
Notes:
- “All other comp” for 2024 includes long‑term disability insurance premiums of $4,029 and a $1,200 cell phone allowance .
Performance Compensation
Annual bonus design and 2024 outcomes:
| Metric | Weight | Threshold | Target | Stretch | Actual | Payout % |
|---|---|---|---|---|---|---|
| GAAP Revenue | 50% | $625M | $653.4M | $673.6M | $657.4M | 110% |
| Adjusted EBITDA (gate) | 50% | $25M | $29M | $37.5M | $36.8M | 145% |
| Total bonus payout | — | — | — | — | — | 127.5% of target |
- Bonuses were delivered as fully vested RSUs; Waterman received 33,960 vested RSUs valued at $503,627 for 2024 performance .
- Bonus metrics and calibration: linear scale (50% at threshold, 100% at target, 150% at stretch) with an Adjusted EBITDA gate; 50% weighting each for revenue and Adjusted EBITDA .
Long-term incentives (2024 grants):
| Award Type | Grant date | Shares granted | Vesting schedule | Performance condition |
|---|---|---|---|---|
| RSU | May 29, 2024 | 140,608 | 1/16 quarterly over 4 years beginning Jul 1, 2024 | Service-based only |
| PSU | May 29, 2024 | 60,912 | 3-year performance period; vesting tranches depend on the year the condition is met | 30‑trading‑day average stock price must meet/exceed a designated level by Jul 1, 2027; 0–100% payout; no 2024 vesting |
Additional design features:
- ACV introduced PSUs in 2024; 2025 PSUs will incorporate an rTSR metric to align to market performance .
- No single‑trigger vesting upon change in control per program “What we don’t do” .
Equity Ownership & Alignment
Beneficial ownership (as of April 2, 2025):
| Component | Shares |
|---|---|
| Shares owned directly | 46,057 |
| Options exercisable or exercisable within 60 days | 502,692 |
| Total beneficial ownership | 548,749 (<1% of 170,504,190 SO) |
Outstanding equity and vesting (as of Dec 31, 2024):
| Instrument | Grant date | Quantity | Terms |
|---|---|---|---|
| Stock options | Oct 26, 2016 | 309,503 | Exercise price $0.06; expires Oct 25, 2026 |
| Stock options | Aug 27, 2017 | 323,189 | Exercise price $0.14; expires Aug 26, 2027 |
| RSU (2011 plan year) | Feb 24, 2021 | 23,203 unvested | 1/16 quarterly from Jul 1, 2021 |
| RSU (2022) | Jun 2, 2022 | 11,161 unvested | 1/12 quarterly from Jul 1, 2022 |
| RSU (2023) | Mar 31, 2023 | 125,000 unvested | 1/16 quarterly from Jul 1, 2023 |
| RSU (2024) | May 28, 2024 | 123,032 unvested (as of 12/31/24) | 1/16 quarterly from Jul 1, 2024 |
| PSU (2024) | May 29, 2024 | 60,912 unearned | Price‑conditioned through Jul 1, 2027; 0–100% vesting |
Additional signals:
- 2024 transactions: Waterman exercised 120,000 options ($2,457,359 value realized) and had 165,427 RSUs vest ($2,899,438 value realized) .
- Hedging and pledging are prohibited; executive officers must trade under 10b5‑1 plans and observe blackout periods .
- Share ownership guidelines are being implemented for executives; compliance status not yet disclosed .
Employment Terms
| Term | Details |
|---|---|
| Employment | At‑will, confirmatory offer letter; eligible for Performance Bonus Plan and Severance & Change in Control Plan |
| Restrictive covenants | One‑year non‑compete and non‑solicit (employees, consultants, contractors, customers/potential customers) post‑termination |
| Clawback | Mandatory recovery of incentive compensation upon a material restatement (SEC/NYSE compliant) |
| Severance (regular termination without cause, outside CoC) | 9 months base salary ($296,250) + COBRA premiums up to 9 months ($20,770) |
| Change‑in‑control termination (double‑trigger) | 12 months base + 100% target bonus (cash $790,000), COBRA up to 12 months ($25,258), full acceleration of time‑vesting equity; performance awards per agreements |
| Perquisites | Minimal; 2024 LTC disability insurance premiums $4,029 and $1,200 cell phone allowance |
| Retirement | 401(k) offered to all employees; currently no employer contributions |
Compensation Structure Analysis
- Cash vs equity mix: 2024 salary unchanged ($395k) but equity grants increased (stock awards $3.48M vs $2.58M in 2023) and PSUs introduced, raising at‑risk pay; 2024 bonus paid as fully vested RSUs rather than cash .
- Performance metrics: Annual bonus weighted 50% GAAP revenue and 50% Adjusted EBITDA with an EBITDA gate; 2024 payout was 127.5% on $657.4M revenue and $36.8M Adjusted EBITDA .
- Governance features: No single‑trigger vesting on change in control; hedging/pledging prohibited; clawback policy in place; say‑on‑pay support >99% in 2024 .
- Peer benchmarking: Compensia‑advised program uses a software/marketplace/auto peer set; tendency to set base and STI below median and emphasize long‑term equity .
Performance & Track Record
- 2024 operating results: Revenue $637M (+32% YoY), first year positive Adjusted EBITDA ($28.1M, from -$18.2M in 2023), 743,008 marketplace units (+24% YoY) .
- Equity performance: Stock price rose ~45% in 2024, adding ~$1.1B of market cap (context for bonus calibration and equity value realization) .
Investment Implications
- Alignment: Large unvested RSUs (legacy and 2024) and at‑risk PSUs (60,912) tie value to sustained stock performance; executive hedging/pledging bans and 10b5‑1 requirements support alignment and mitigate opportunistic trading .
- Selling pressure: Quarterly RSU vesting and fully vested RSU bonuses add periodic supply; 2024 option exercises (120,000 shares) indicate realized value; however, trades must occur via 10b5‑1 plans and during permitted windows .
- Retention risk: Double‑trigger CoC protections and multi‑year vesting schedules (RSUs/PSUs) provide retention; regular‑termination severance (9 months base) is modest versus peers, increasing reliance on ongoing equity value .
- Pay-for-performance: Bonus metrics (revenue, Adjusted EBITDA) matched to 2024 execution; adoption of PSUs and planned rTSR metric in 2025 strengthens linkage to shareholder returns .
Overall, Waterman’s package is increasingly equity‑heavy with explicit performance linkages; quarterly RSU vesting plus PSU price triggers create observable event windows for potential insider supply, balanced by 10b5‑1 discipline and anti‑hedging/pledging policies .