William Zerella
About William Zerella
William “Bill” Zerella is ACV Auctions’ Chief Financial Officer (CFO) since September 2020; age 68; B.S. in Accounting (NYIT) and MBA (NYU Stern) . Under his financial leadership, ACV delivered 2024 revenue of $637M (+32% YoY) and its first year of positive Adjusted EBITDA ($28.1M), and highlighted continued share gains; in Q1 2025 revenue grew 25% YoY with 500 bps adjusted EBITDA margin expansion . Since ACV’s 2021 IPO registration date, cumulative TSR (value of $100) was $26 in 2022, $48 in 2023, and $71 in 2024, reflecting recovery alongside operating improvements .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Luminar Technologies | Chief Financial Officer | 2018–2020 | Took lidar company through scaling phase pre/post-SPAC; public markets readiness |
| Fitbit, Inc. | Chief Financial Officer | 2014–2018 | Managed public-company finance during high-growth wearables cycle |
| Vocera Communications; Force10 Networks; Infinera; Calient Technologies | Chief Financial Officer (various) | Prior to 2014 | Multiple CFO tenures in networking/communications, building public and late-stage private finance functions |
| GTECH; Deloitte & Touche | Senior finance roles | Early career | Public accounting and corporate finance foundation |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| TKB Critical Technologies 1 | Director; Audit Committee Chair | Current | Public company SPAC board experience |
Fixed Compensation
Multi-year cash and bonus targets for Zerella:
| Year | Base Salary ($) | Target Bonus (% of Salary) | Target Bonus ($) | Actual Bonus Payout (%) | Actual Bonus ($) | Payout Form |
|---|---|---|---|---|---|---|
| 2022 | 375,000 | 85% | 318,750 | 90% | 286,875 | RSUs vested on grant (Feb 23, 2023) |
| 2023 | 440,000 | 90% | 396,000 | 103% | 407,880 | RSUs vested on grant (Feb 23, 2024) |
| 2024 | 440,000 | 90% | 396,000 | 127.5% | 504,900 | RSUs vested on grant (Mar 4, 2025) |
Notes:
- 2024 payout reflects GAAP revenue of $657.4M and Adjusted EBITDA of $36.8M vs targets; bonuses settled in fully vested RSUs .
Performance Compensation
2024 Annual Bonus design and outcomes:
| Metric | Weight | Threshold | Target | Stretch | Actual (FY 2024) | Payout vs Target |
|---|---|---|---|---|---|---|
| GAAP Revenue | 50% | $625.0M | $653.4M | $673.6M | $657.4M | 110% |
| Adjusted EBITDA (gate and metric) | 50% | $25.0M | $29.0M | $37.5M | $36.8M | 145% |
| Total | 100% | — | — | — | — | 127.5% blended |
Long-term incentives (LTI):
- 2024 RSUs: 140,608 shares granted May 29, 2024; vest 1/16 quarterly over 4 years starting July 1, 2024 .
- 2024 PSUs: 60,912 target shares granted May 29, 2024; 3-year performance period with Stock Price Condition measured on 30-trading-day average through July 1, 2027; tranche vesting contingent on price condition and service; if unmet by July 1, 2027, forfeited .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 487,304 shares of Class A common stock as of April 2, 2025; <1% of outstanding . |
| Unvested RSUs (12/31/2024) | 21,428 (6/2/2022 grant); 125,000 (3/31/2023 grant); 123,032 (5/28/2024 grant) . |
| Unvested PSUs (12/31/2024) | 60,912 (5/29/2024 grant, performance-based) . |
| Option Exercises and Stock Vested (2024) | Options exercised: 1,031,239 shares; value realized $12,973,039. Stock awards vested: 186,505 shares; value realized $3,245,076 . |
| Pledging/Hedging | Company policy prohibits hedging, pledging, margin, derivatives, short sales; executive officers must trade under 10b5‑1 plans . |
| Ownership Guidelines | Company initiated process to implement share ownership guidelines for executives and directors in 2025 . |
2024 Outstanding awards valuation uses $21.60 closing price on Dec 31, 2024 for market value disclosures .
Employment Terms
| Provision | Terms (NEO/CFO) |
|---|---|
| Employment | At-will; confirmatory offer letter; 1-year non-compete and non-solicit post-termination . |
| Regular Termination (no Cause) | 9 months base salary; up to 9 months COBRA premiums (subject to release) . |
| Change-in-Control (Double Trigger) | 12 months base salary; 100% of target annual bonus; up to 12 months COBRA; full acceleration of time-vesting equity; performance awards per award terms; applies if terminated without cause or resigns for good reason within 3 months before to 12 months after CoC . |
| Clawback | Mandatory recoupment of incentive compensation upon accounting restatement per SEC/NYSE rules . |
| Tax Gross-Ups | None; 280G cutback applies if it yields better net benefit . |
Potential payments table (company estimates) shows, for example, CoC termination value for Zerella totaling ~$6.68M including equity acceleration; regular termination ~$350k cash/benefits; see proxy for full details and assumptions .
Performance & Track Record
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Revenue ($M) | 422 | 481 | 637 |
| Adjusted EBITDA ($M) | (56.4) | (18.2) | 28.1 |
| Cumulative TSR ($ value of $100 from IPO reg. date) | $26 | $48 | $71 |
Additional operating context: In Q1 2025, revenue was $183M (+25% YoY) with adjusted EBITDA beating guidance and 500 bps YoY margin improvement; auction/assurance ARPU was $500–$513 and ACV Capital attach rates moved well into double digits, targeting 25% mid-term .
Compensation Committee & Governance Context
- 2024/2025 program emphasizes pay-for-performance: annual bonus split 50% GAAP revenue / 50% Adjusted EBITDA with capped payouts at 150% and gate on EBITDA . In 2024, payouts were 127.5% of target based on outperformance .
- Introduction of PSUs in 2024 adds at-risk equity tied to stock-price condition; ~30% of non-CEO NEO LTI in PSUs in 2024; cliff/service conditions align longer-term value creation .
- 2022 bonus plan was revised in November 2022 amid a ~20% dealer wholesale market contraction; NEO bonuses paid at 90% of target based on updated goals (note as context for discretion) .
- Say-on-pay support: Over 99% approval at the 2024 annual meeting .
- Peer group includes vertical and SaaS comparables (e.g., AppFolio, BlackLine, Cars.com, CarGurus, OpenLane/KAR, Q2, Rapid7, Shutterstock, Sprout Social, Varonis) .
Risk Indicators & Red Flags
- Positive: No hedging/pledging permitted; clawback policy; double-trigger CoC vesting (no single-trigger); mandatory 10b5‑1 trading plans for executive officers .
- Watch items: Midyear adjustment to 2022 bonus plan targets enabling 90% payout during market downturn ; administrative late Section 16 filings in 2024 (firm-wide events affected multiple officers) .
Investment Implications
- Alignment: 2024 addition of PSUs meaningfully increases at-risk, performance-linked equity for the CFO; bonus metrics are balanced between top-line and profitability with a hard EBITDA gate, supporting operating discipline .
- Selling pressure: Significant 2024 option exercises (1.03M shares; $13.0M value realized) plus ongoing quarterly RSU vesting through 2027–2028 suggest predictable liquidity events; 2024 PSU awards could add incremental supply if price hurdles are met .
- Retention/CoC: Standard tech mid-cap severance with double-trigger equity acceleration and 12 months salary/bonus under CoC offers reasonable retention without shareholder-unfriendly gross-ups .
- Execution track record: Revenue CAGR 2022–2024 of ~23% with a swing from negative to positive Adjusted EBITDA under Zerella’s tenure; Q1’25 results reinforce profitable growth trajectory, supportive of pay-for-performance construct and confidence in mid-term targets .