Robert Goodman
Chair of the Board at ACVA
Board
About Robert Goodman
Robert P. Goodman (age 64) has served on ACV Auctions’ Board since February 2017 and has been independent Chair of the Board and Chair of the Compensation Committee since January 2021. He is a Managing Partner and Director at Bessemer Venture Partners (joined 1998), Managing Member of Deer Management Co. LLC, and Director, President and CEO of Bessemer Securities Corporation; he previously founded and was CEO of three privately held telecommunications companies. Goodman holds a B.A. from Brown University and an M.B.A. from Columbia University; ACV’s Board has determined he is independent under NYSE and SEC standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bessemer Venture Partners | Managing Partner & Director | 1998–present | Leads investments across software, mobile, B2B marketplaces; extensive entrepreneurial company experience |
| Deer Management Co. LLC | Managing Member | Not disclosed | Management company for BVP funds; governance and oversight |
| Bessemer Securities Corporation | Director, President & CEO | Not disclosed | Corporate leadership and governance |
| Blue Apron Holdings (Public) | Director | Nov 2015–Dec 2019 | Board service at a consumer company |
| Three Telecommunications Companies (Private) | Founder & CEO | Prior to 1998 | Operational leadership, scale-up experience |
External Roles
| Company | Role | Public/Private | Tenure |
|---|---|---|---|
| CS Disco | Director (only current public company board) | Public | Current |
| Blue Apron Holdings | Director | Public | Nov 2015–Dec 2019 |
| BVP Portfolio Companies | Director/member across software, mobile, B2B marketplaces | Private | Various |
Board Governance
- Independence: ACV’s Board (7 members) determined Goodman is independent; 6 of 7 directors are independent (86%) .
- Leadership: Independent Chair of the Board; Board policy would appoint a Lead Independent Director only if the Chair were not independent .
- Committee assignments:
- Compensation Committee: Chair; members include Goodman, Hirsch, Radecki; 6 meetings in 2024 .
- Other committees: Not listed for Goodman .
- Attendance and engagement:
- Board met 5 times in 2024; current directors attended 100% of Board and committee meetings .
- Regular executive sessions of independent, non-management directors; the chairman presides .
- Skills: Leadership; Technology/Innovation; Strategy; Sales & Marketing; Global Business; Oversight & Corporate Governance .
- Shareholder engagement and governance enhancements: Board initiated share ownership guidelines (in process for Board and executives) and formalizing director over-boarding rules; expanded performance-based executive compensation (PSUs, rTSR) aligned with investor feedback .
Fixed Compensation
| Component | 2024 Amount (USD) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $45,500 | Actual cash compensation paid to Goodman for 2024 |
| Stock Awards (Grant-Date Fair Value) | $165,009 | Annual non-employee director RSU refresher grant |
| Total | $210,509 | Sum of cash and stock awards |
Non-Employee Director Compensation Policy (Cash Retainers):
| Type of Compensation | Policy Amount (USD) |
|---|---|
| Annual Board Retainer | $33,500 |
| Independent Chair of the Board | $25,000 |
| Audit Committee Member | $8,500 |
| Audit Committee Chair (in lieu of member retainer) | $20,000 |
| Compensation Committee Member | $5,000 |
| Compensation Committee Chair (in lieu of member retainer) | $12,000 |
| Nominating & Corporate Governance Member | $3,900 |
| Nominating & Corporate Governance Chair (in lieu of member retainer) | $7,500 |
Performance Compensation
Director equity is time-based RSUs; no performance metrics are tied to director compensation.
| Equity Element | Grant/Value | Vesting | Performance Metrics |
|---|---|---|---|
| Annual RSU Refresher | $165,000 grant-date fair value | Vests on first anniversary of grant (or day before next Annual Meeting) | None (time-based RSUs only) |
| Initial RSU (for new directors) | $330,000 grant-date fair value | Vests in three equal annual installments | None |
| Change-in-Control Treatment | Full vesting of RSUs upon “Change in Control” (per 2021 Plan) | Immediate vesting at CoC | Not applicable |
As of Dec 31, 2024—Outstanding RSUs and Options (Non-Employee Directors):
| Instrument | Quantity | Status |
|---|---|---|
| RSUs (Goodman) | 9,239 | Outstanding RSUs; scheduled vesting within 60 days for 9,239 shares |
| Options (Goodman) | — | No options outstanding |
Other Directorships & Interlocks
| Topic | Detail |
|---|---|
| Compensation Committee Interlocks | None; no executive officers of ACV served on boards/comp committees of companies with ACV execs on ACV’s comp committee |
| Related Party Transactions | No transactions disclosed involving Goodman; disclosed items relate to CEO’s family employment and M&T Bank (director René Jones) |
Expertise & Qualifications
- Extensive venture capital leadership and board experience across technology sectors (software, mobile, B2B marketplaces) .
- Independent Chair of ACV’s Board with governance oversight experience; skills include oversight & governance, technology/innovation, and global business .
- Education: B.A. (Brown University) and M.B.A. (Columbia University) .
Equity Ownership
| Item | Value |
|---|---|
| Beneficial Ownership (shares) | 434,668 (less than 1%) |
| Direct Holdings | 404,974 shares |
| RSUs scheduled to vest within 60 days (Apr 2, 2025) | 9,239 shares |
| Indirect Holdings | 7,392 shares via NB Group, LLC; 13,063 shares via Katama Point LLC (entities he controls) |
| Hedging/Pledging | Prohibited by ACV’s insider trading policy |
| Ownership Guidelines | Board has begun process to implement share ownership guidelines (2025 initiative) |
Governance Assessment
- Board effectiveness and independence: Strong signals of investor-confidence—independent Chair (Goodman), 86% independent board, 100% attendance in 2024, and regular executive sessions led by the chair .
- Compensation oversight quality: Goodman chairs an independent Compensation Committee, uses an independent consultant (Compensia), maintains clawback policy, prohibits hedging/pledging, and aligns executive pay with performance (introduction of PSUs and rTSR metric) .
- Shareholder alignment and engagement: Board responded to investor feedback by increasing at-risk executive pay; say‑on‑pay won over 99% support in 2024—positive governance signal of credibility for compensation decisions under Goodman’s leadership .
- Ownership alignment (director level): Goodman holds <1% of shares with modest RSU exposure; Board is implementing formal share ownership guidelines to strengthen alignment—watch item until guidelines are finalized and compliance disclosed .
- Related-party/Conflict review: No related-party transactions disclosed involving Goodman; compensation committee interlocks are explicitly absent—reduces conflict risk .
RED FLAGS
- Procedural compliance: Company disclosed 23 late Form 4 filings in 2024 due to administrative delays affecting most Section 16 officers—procedural risk to monitor, though not tied specifically to Goodman .