Brad Herring
OPENLANEAbout Brad Herring
Bradley “Brad” Herring, age 55, is EVP, CFO and Treasurer of OPENLANE (NYSE: KAR), effective May 27, 2025, responsible for financial reporting, investor relations and capital strategy . He holds a BA in business management and economics and an MBA from Georgia Institute of Technology . Herring previously served as CFO of Enfusion (Dec 2022–Apr 2025) and Shift4 Payments (Oct 2019–Aug 2022), and held senior finance roles at Elavon, Fiserv Digital Banking, and Equifax . Under his tenure, the company delivered Q3 2025 revenue of $498M (+8% YoY) and Adjusted EBITDA of $87M (+17% YoY), raised FY25 guidance, and highlighted scalability of its asset‑light digital model . For context, FY2024 continuing‑ops revenue grew 5% to $1.8B with operating profit $182.2M and $292.8M cash from operations .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Enfusion, Inc. (NYSE: ENFN) | Chief Financial Officer | Dec 2022–Apr 2025 | CFO for SaaS provider to investment managers; investor-facing leadership |
| Shift4 Payments, Inc. (NYSE: FOUR) | Chief Financial Officer | Oct 2019–Aug 2022 | CFO at global payments technology firm |
| Elavon, Inc. | Chief Financial Officer | 2016–2019 | CFO at global merchant services/payments provider |
| Fiserv, Inc. (Digital Banking Group) | Chief Financial Officer | 2013–2015 | CFO for digital banking segment |
| Equifax Inc. | Various executive finance roles | 2008–2013 | Progressive financial leadership in public company environment |
External Roles
No public-company directorships or committee roles disclosed for Herring .
Fixed Compensation
| Component | Terms | Notes |
|---|---|---|
| Base Salary | $550,000 annual | Subject to review; not reduced except for broad-based cuts |
| Sign‑On Cash | $100,000 one-time; full repayment if voluntary departure within 2 years | Retention lever |
| Automobile Allowance | ≥ $18,000 per year, paid at least monthly | Per employment agreement |
Annual cash bonus eligibility under OPENLANE Annual Incentive Plan; paid by March 15 following the plan year, subject to continued employment and agreement terms .
Performance Compensation
Annual Incentive Program (2025 design)
| Metric | Weighting | Strategic Modifier | Payout Basis |
|---|---|---|---|
| Adjusted EBITDA | 70% | +/- 10% based on quantitative/qualitative strategic objectives | Company performance vs goals |
| U.S. auction fee revenue | 30% | +/- 10% based on strategic objectives | Company performance vs goals |
Historical reference (program outcome pre‑tenure)
| Year | Metrics Used | Actual Outcome |
|---|---|---|
| 2024 | Adjusted EBITDA (80%), strategic vehicle volume (20%), strategic modifier (+/‑15%) | 109.7% of target payout for NEOs |
Long‑Term Incentives (2025 framework)
| Award Type | Allocation | Vesting / Performance |
|---|---|---|
| PRSUs | 50% of LTI value | 3‑year performance; 75% on cumulative Adjusted EBITDA and 25% on relative TSR vs S&P SmallCap 600 |
| RSUs | 50% of LTI value | Time-based vesting per Omnibus Plan |
PRSU metrics and vesting scale (2024–2026 performance cycle)
| Metric | Weight | Threshold | Target | Max |
|---|---|---|---|---|
| Cumulative Adjusted EBITDA | 75% | Company-set levels | Company-set levels | Company-set levels |
| Relative TSR vs S&P SmallCap 600 | 25% | 25th percentile = 50% earned | 50th percentile = 100% earned | ≥75th percentile = 200% earned |
PRSUs vest after the three‑year performance period ending Dec 31, 2026; linear interpolation between levels; bankrupt components scored at –100% TSR; 20‑day average start/end price method .
Equity Ownership & Alignment
- Stock ownership guideline: 3× base salary for executive officers (6× for CEO); must hold 60% of vested shares (net of taxes) until guideline met .
- Anti‑hedging & pledging: directors and executive officers prohibited from hedging, pledging and short sales of Company stock .
- Clawback: mandatory recovery/cancellation of cash and equity incentive comp in event of an accounting restatement .
- Individual share ownership, options and pledging status for Herring: not disclosed in filings provided .
Employment Terms
| Term | Provision |
|---|---|
| Effective date | May 27, 2025 |
| Role | EVP & Chief Financial Officer; duties per Board/CEO |
| Severance (non‑COC) | 1.5× (base salary + target bonus), lump sum; 18 months Continued Benefits; pro‑rata current‑year bonus; earned‑but‑unpaid prior‑year bonus; release required |
| Severance (COC within 2 years) | 2× (base salary + target bonus), lump sum; Continued Benefits; pro‑rata bonus; earned‑but‑unpaid bonus; release required |
| Death/Disability | Continued Benefits; pro‑rata current‑year bonus; earned‑but‑unpaid prior‑year bonus |
| Non‑compete | 1 year post‑termination in any market where Company operates; includes wholesale/retail/consumer remarketing, auctions, floorplan financing and related vehicle remarketing products/services |
| Non‑solicit | 1 year post‑termination for employees and customers/business relations |
| Good Reason | Material reduction in duties; material breach; failure to pay/reduction in base (except broad cuts); relocation >50 miles; failure to have successor assume agreement post‑COC |
| COBRA/Benefits | 18 months employer‑paid COBRA (alternatives permitted to avoid tax issues) |
| 409A | Compliance provisions incl. specified employee 6‑month delay; installment treatment; reimbursement timing |
| 280G | Cutback to avoid excise tax unless net benefit favors unreduced payments; ordered reduction methodology |
| Arbitration/Gov. Law | AAA arbitration in Indianapolis, IN; governed by Indiana law |
| Sign‑on repayment | $100,000 repayment if voluntary departure within 2 years |
Performance & Track Record
Company performance – FY2024 (context pre‑tenure)
| Metric | FY2024 |
|---|---|
| Revenue (continuing ops) | $1.8B |
| Operating profit (continuing ops) | $182.2M |
| Cash flow from operations (continuing ops) | $292.8M |
| Vehicles sold | 1.45M; GMV ≈ $27B |
Company performance – Q3 2025 (during tenure)
| Metric | Q3 2025 |
|---|---|
| Dealer volume growth (YoY) | 14% |
| GMV | ≈ $7.3B (+9% YoY) |
| Revenue | $498M (+8% YoY) |
| Income from continuing ops | $48M (+69% YoY) |
| Adjusted EBITDA | $87M (+17% YoY) |
| Operating cash flow | $72M |
Guidance updated (Nov 5, 2025)
| Measure | Prior (Aug 6, 2025) | Revised (Nov 5, 2025) |
|---|---|---|
| Income from continuing ops (M) | $132–$140 | $139–$144 |
| Adjusted EBITDA (M) | $310–$320 | $328–$333 |
| Operating Adjusted EPS | $1.12–$1.17 | $1.22–$1.26 |
| Diluted EPS (two‑class method) | $0.61–$0.66 | $(1.32)–$(1.28) due to deemed dividend on preferred repurchase |
CFO commentary emphasized scalability of the asset‑light, digital model and confidence in 2025 guidance raise . Preferred repurchase financing ($550M term loan) was oversubscribed, allowing tighter pricing—signed by EVP, CFO & Treasurer Bradley P. Herring .
Compensation Committee Analysis
- Independent consultant transition: ClearBridge (H1’24) to Exequity (from Jun 2024) following RFP; no conflicts under NYSE/SEC rules .
- Comparator group refined in Jul 2024 (added ACI Worldwide, Frontdoor; removed IAA, Vroom) to improve performance comparability .
- Long‑term incentive structure shifted in 2025 to PRSUs/RSUs; options eliminated; reinforces pay‑for‑performance alignment .
- Say‑on‑pay support strong: ~97% approval at 2024 meeting; five‑year average ~95% .
Risk Indicators & Red Flags
- Positive governance levers: double‑trigger vesting on change of control ; robust ownership/holding requirements ; clawback policy ; no excise tax gross‑ups .
- Change‑of‑control economics: 2× salary+target bonus, plus pro‑rata bonus and benefits, indicating competitive but not excessive parachute .
- Related party transactions: none involving Herring under Item 404(a) .
- Insider selling/pressure: recent Form 4 activity for Herring not disclosed in provided filings; ongoing monitoring advised .
Equity Ownership & Alignment
| Policy/Practice | Details |
|---|---|
| Executive ownership guideline | 3× base salary (CEO 6×); hold 60% of vested shares until guideline met |
| Anti‑hedging/pledging | Prohibited for directors and executive officers |
| Clawback | Mandatory recovery/cancellation upon restatement |
Employment Terms (Severance & Restrictive Covenants) – Summary Table
| Feature | Non‑COC | COC (≤2 years post event) | Notes |
|---|---|---|---|
| Cash severance | 1.5× salary+target bonus (lump sum) | 2× salary+target bonus (lump sum) | Release required |
| Benefits | 18 months employer‑paid COBRA | 18 months employer‑paid COBRA | Alternative provision to mitigate tax |
| Bonus treatment | Pro‑rata current‑year; earned‑but‑unpaid prior‑year | Pro‑rata current‑year; earned‑but‑unpaid prior‑year | Paid per plan timing |
| Non‑compete / Non‑solicit | 1 year each | 1 year each | Broad competitor/territory definition |
Investment Implications
- Alignment: 2025 AIP ties 70% of bonus to Adjusted EBITDA and 30% to U.S. auction fee revenue, plus strategic modifier—focusing Herring’s incentives on scalable, fee‑driven growth and profitability . PRSUs hinge primarily on cumulative Adjusted EBITDA (75%) with a relative TSR overlay (25%), balancing internal execution with market performance .
- Retention/pressure: A competitive sign‑on, standard non‑compete and meaningful change‑of‑control protection (2×) reduce near‑term retention risk; sign‑on repayment clause further discourages early voluntary departure . Lack of disclosed personal share ownership suggests monitoring for ownership guideline progress and potential future grants .
- Trading signals: CFO-led guidance raise and oversubscribed term loan financing for preferred repurchase signal confidence in cash generation and balance sheet strategy; monitor execution vs. raised Adjusted EBITDA/Operating Adjusted EPS targets .
- Governance quality: Strong pay-for-performance architecture (clawback, double‑trigger, no tax gross‑ups, anti‑hedging/pledging) mitigates shareholder‑unfriendly risks and supports capital discipline .