Rene Jones
Director at ACVA
Board
About Rene Jones
Rene F. Jones (age 60) has served as an independent director of ACV Auctions since October 2020 and is a member of the Audit Committee. He is Chairman and Chief Executive Officer of M&T Bank Corporation, with prior roles including CFO and Vice Chairman, and holds a B.S. in management science from Boston College and an MBA (finance, organization and markets) from the University of Rochester Simon School of Business . The Board has affirmatively determined Mr. Jones to be independent under NYSE and SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| M&T Bank Corporation / Manufacturers and Traders Trust Company | Chairman & CEO (both entities) | Since Dec 2017 | Member of M&T and M&T Bank Executive Committees; significant financial and leadership expertise cited as board qualification . |
| M&T Bank Corporation | Executive Vice President | 2006–2017 | Senior leadership experience . |
| M&T Bank Corporation / M&T Bank | Chief Financial Officer | 2005–2016 | Financial leadership; relevant to Audit oversight . |
| M&T Bank | Vice Chairman | 2014–2017 | Senior governance role . |
External Roles
| Organization | Role | Public/Private/Non-profit | Notes |
|---|---|---|---|
| M&T Bank Corporation | Chairman & CEO | Public | Public company directorship via Chairman role . |
| Federal Reserve Bank of New York | Director; member of Audit & Risk Committee and Management & Budget Committee | Public sector | Prior service also includes Federal Advisory Council of the Federal Reserve Board . |
| Council for Inclusive Capitalism | Steward | Non-profit/initiative | External stewardship role . |
| Bank Policy Institute | Chairman | Industry association | Sector policy leadership . |
| Boston College | Board of Trustees | Non-profit (academic) | Trustee . |
| UB Council (SUNY Buffalo) | Member | Public/academic | Council member . |
| Pan-Massachusetts Challenge, Inc. | Director | Non-profit | Cancer research fundraising organization . |
Board Governance
- Committee assignments: Audit Committee member; Audit Committee chaired by Eileen A. Kamerick; other members are Mr. Jones and Brian Radecki .
- Audit Committee operations: 9 meetings in 2024; all members independent; Audit oversees financial reporting, ICFR, auditor independence, risk assessment, related-party transactions, and risks including cyber/information security, regulation, and conflicts of interest .
- Independence: Board determined 6 of 7 directors (including Mr. Jones) are independent; Board has an independent Chair (Robert P. Goodman) .
- Attendance: Board met 5 times in 2024; current directors attended 100% of Board and committee meetings of which they were members .
- Executive sessions: Independent, non-management directors meet separately in regularly scheduled executive sessions; chairman presides .
- Share ownership guidelines: Company has begun the process to implement share ownership guidelines for the Board and executive team (no quantitative thresholds disclosed) .
- Hedging/pledging: Insider Trading Policy prohibits hedging, short selling, derivatives, margin purchases/holding, and pledging of ACV stock by directors .
Fixed Compensation
| Year | Cash Fees (Board + Committees) | Equity Awards (Fair Value) | Total | Notes |
|---|---|---|---|---|
| 2024 | $42,000 | $165,009 | $207,009 | Cash aligns with policy: Board retainer $33,500 and Audit member retainer $8,500 (sum $42,000) . |
Non-employee director cash retainer schedule: Board retainer $33,500; Independent Chair $25,000; Audit member $8,500 (Chair $20,000 in lieu); Compensation member $5,000 (Chair $12,000 in lieu); Nominating & Governance member $3,900 (Chair $7,500 in lieu) .
Performance Compensation
| Element | Grant Value/Structure | Vesting | Change-in-Control Treatment | Notes |
|---|---|---|---|---|
| Initial RSU Award | $330,000 grant date fair value for new directors | Vests in three equal annual installments | Vest in full upon Change in Control | Granted under 2021 Equity Incentive Plan . |
| Annual Refresher RSU | $165,000 grant date fair value | Vests on first anniversary (or day before next annual meeting, if sooner) | Vest in full upon Change in Control | All current non-employee directors received refresher RSU in 2024 . |
| Retainer RSU Election | Optional conversion of all cash retainers to RSUs | Quarterly vesting (four equal installments) | Not specified beyond RSU plan CIC | None of current non-employee directors elected this option . |
| Stock Options (legacy) | No new options granted since 2021 | N/A | N/A | Company has not granted options since 2021; accounting and policy disclosures note no current option grants . |
Company-wide clawback policy applies to executive officers for incentive-based compensation upon material financial restatement (mandatory recovery), consistent with SEC/NYSE rules; director equity awards are under the 2021 Plan but clawback disclosure is specific to executive officers .
Director Compensation Details (2024)
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) | RSUs Outstanding (#) at 12/31/24 | Options Outstanding (#) at 12/31/24 |
|---|---|---|---|---|---|
| Rene Jones | 42,000 | 165,009 | 207,009 | 9,239 | 100,000 |
Other Directorships & Interlocks
| Entity | Relationship | Potential Interlock/Conflict | Mitigants/Review |
|---|---|---|---|
| M&T Bank | Mr. Jones is Chairman & CEO | ACV maintains a bank account with M&T Bank; ACV paid $153,007 in service charges in 2024 and $14,238 in fees Jan 1–Mar 31, 2025 | Fees stated as in line with M&T’s normal fee structure; related party transactions are under Audit Committee oversight . |
Expertise & Qualifications
- Significant financial and leadership experience from CFO, Vice Chairman, and CEO roles at M&T Bank; Board cites these as qualifications for ACV .
- Education: B.S. (Boston College); MBA (University of Rochester, Simon) .
- External regulatory and policy experience: Director at the Federal Reserve Bank of New York, Chairman of the Bank Policy Institute; governance and risk oversight acumen relevant to Audit Committee service .
Equity Ownership
| Holder | Beneficial Ownership (Shares) | % of Outstanding | Breakdown | Reference Basis |
|---|---|---|---|---|
| Rene F. Jones | 109,239 | <1% (●) | 100,000 options exercisable within 60 days; 9,239 RSUs scheduled to vest within 60 days, both as of April 2, 2025 | 170,504,190 Class A shares outstanding as of April 2, 2025 |
Policy prohibits hedging, derivative transactions, margin purchases/holding, and pledging of ACV stock by directors .
Governance Assessment
-
Positives for investor confidence:
- Independence affirmed; independent Board Chair structure; robust committee independence; 100% attendance at Board and committee meetings in 2024 .
- Audit Committee remit explicitly includes review of related-party transactions, risk management, and cyber/information security oversight; high meeting cadence (9 in 2024) .
- Director compensation program is equity-heavy via annual RSUs, aligning interests; hedging/pledging prohibited, reducing misalignment risk .
- Company initiating share ownership guidelines for directors, signaling enhanced alignment (details forthcoming) .
-
Watch items / potential red flags:
- Related-party exposure via banking relationship with M&T Bank while Mr. Jones serves as its Chairman & CEO; although fees are described as aligned with normal fee structure and Audit Committee oversees related-party transactions, investors should monitor continuity, scope, and pricing of services .
- Director RSUs accelerate in full upon a Change in Control (single-trigger), which some governance frameworks scrutinize; balanced by overall modest director pay levels .
- Legacy director stock options remain outstanding (100,000 for Mr. Jones), though the company reports no option grants since 2021, mitigating future option-based risk .