Carmel Galvin
OPENLANEAbout Carmel Galvin
Independent director at OPENLANE, Inc. (NYSE: KAR) since February 2020; age 56. Currently Chief People Officer at Klaviyo, Inc. (since April 2024), with prior senior HR leadership roles at Stripe (2021–2024), Autodesk (2018–2021), Glassdoor (2016–2018), Advent Software (2014–2016), Deloitte DNA (2013–2014), Moody’s Analytics (2004–2008), and Barra (1995–2002). Education: BA, Trinity College Dublin; MBS, University College Dublin. She chairs the Compensation Committee and serves on the Nominating & Corporate Governance Committee; the Board has formally determined she is independent under NYSE standards .
Past Roles
| Organization | Role | Tenure | Notes/Impact |
|---|---|---|---|
| Klaviyo, Inc. | Chief People Officer | Apr 2024–present | Leads talent and culture at a public marketing automation platform . |
| Stripe, Inc. | Chief People Officer | Jan 2021–Jan 2024 | Global HR leadership at a major payments platform . |
| Autodesk, Inc. | CHRO & SVP, People and Places | Mar 2018–Jan 2021 | HR leadership at a multinational software company . |
| Glassdoor, Inc. | CHRO & SVP | Apr 2016–Feb 2018 | Senior HR role at online jobs platform . |
| Advent Software, Inc. | CHRO & SVP | Oct 2014–Apr 2016 | HR leadership at investment management software firm . |
| Deloitte New-venture Accelerator (DNA) | VP, Talent & Culture Development | May 2013–Oct 2014 | Talent development leadership . |
| Front Arch, Inc. | HR Consultant | Jan 2011–Apr 2013 | Human resources consulting . |
| Corporate Leadership Council (Corporate Executive Board) | HR Consultant | Sep 2009–Dec 2011 | Human resources consulting . |
| Moody’s Analytics (formerly Moody’s KMV) | Managing Director, Global Head of HR | Nov 2004–Mar 2008 | Global HR leadership . |
| Barra, Inc. | Vice President, Global Head of HR | Sep 1995–Jun 2002 | Global HR leadership . |
External Roles
| Organization | Role | Tenure | Scope |
|---|---|---|---|
| Klaviyo, Inc. | Chief People Officer | Apr 2024–present | HR leadership at public martech company . |
| Stripe, Inc. | Chief People Officer | Jan 2021–Jan 2024 | Global HR at fintech platform . |
| Autodesk, Inc.; Glassdoor, Inc.; Advent Software | Senior HR leadership | 2014–2021 | HR strategy across global tech companies . |
Board Governance
- Committee assignments: Compensation Committee Chair; Nominating & Corporate Governance Committee member .
- Independence and structure: 8 of 9 nominees independent; all Board committees comprised entirely of independent directors; independent Chair; executive sessions of independent directors at each regularly scheduled Board meeting .
- Attendance: Board held 5 meetings in 2024; all incumbent directors attended at least 75% of Board and committee meetings; all then-serving directors attended the 2024 annual meeting .
- Committee activity and oversight:
- Compensation Committee: 7 meetings in 2024; reviews/approves executive goals, pay, and equity plans; retains an independent compensation consultant .
- Nominating & Corporate Governance Committee: 4 meetings in 2024; oversees director nominations, governance guidelines, non-employee director compensation, and Board ESG oversight .
- Compensation Committee interlocks: In 2024, members (including Galvin) had no interlocking relationships; none are current or former Company officers .
- Stockholder engagement and Say-on-Pay: Year-round outreach and post-annual meeting governance engagement; 2024 Say-on-Pay received ~97% support .
| Committee | Role | Meetings (2024) | Independence | Key Oversight Areas |
|---|---|---|---|---|
| Compensation | Chair | 7 | All members independent | CEO/executive goals, pay, equity awards; consultant oversight . |
| Nominating & Corporate Governance | Member | 4 | All members independent | Board composition, director pay, governance guidelines, ESG oversight . |
Fixed Compensation (Director)
| Component | Amount ($) | Detail |
|---|---|---|
| Annual Cash Retainer | 85,000 | Standard non-employee director cash retainer . |
| Compensation Committee Chair Fee | 20,000 | Chair premium for Compensation Committee . |
| Total Cash (2024) | 105,000 | Per 2024 director compensation table . |
| Annual Stock Retainer (Restricted Stock) | 170,015 | Aggregate grant-date fair value in 2024 . |
| Annual Stock Retainer Shares | 10,132 | Restricted stock granted June 2024 . |
| Vesting/Holding | — | Annual director RS grant vests after one year; all shares granted to directors must be held for three years post-vesting while serving . |
| Meeting Fees | — | No fees for meeting attendance; expenses reimbursed . |
Performance Compensation (Programs overseen by Compensation Committee)
- Annual Incentive Program (2024, executives): 100% formulaic, with Adjusted EBITDA (80%), North America vehicle volume (20%), and a Strategic Modifier (+/–15%); payouts capped at 200% of target .
| Metric | Weighting | Threshold | Target | Maximum | 2024 Payout Basis | Payout Leverage |
|---|---|---|---|---|---|---|
| Adjusted EBITDA ($mm) | 80% | 270 | 290 | 320 | Executed above target; component earned at 111.3% of target | 111.3% |
| NA Vehicles Sold (excl. private-label) | 20% | 720,359 | 774,580 | 828,800 | Achieved below target; component earned at 62.4% of target | 62.4% |
| Strategic Modifier | ±15% | — | — | — | Positive adjustment based on strategic objectives | +8.0% |
- Long-term incentives (executives): 2024 PRSUs measured 75% on three-year Cumulative Adjusted EBITDA and 25% on Relative TSR vs S&P SmallCap 600; payout range 0–200% of target with linear interpolation .
| Relative TSR Percentile vs S&P SmallCap 600 | PRSUs Vesting |
|---|---|
| <25th percentile | 0% of target |
| 25th percentile | 50% of target |
| 50th percentile | 100% of target |
| ≥75th percentile | 200% of target |
- Prior PRSU outcome: 2022 PRSUs vested at 50.6% based on Cumulative Adjusted EBITDA of $797 million (measurement period ended 12/31/2024) .
Other Directorships & Interlocks
- Other public company boards: None disclosed for Galvin in the nominee profile .
- Compensation Committee interlocks: None; no insider participation; no executives serving on boards/comp committees of entities with reciprocal relationships .
Expertise & Qualifications
- 25+ years leading global talent/culture in technology and online sectors, with experience in diversity, inclusion, and employee engagement across varied geographies .
- Significant experience designing executive compensation programs and working directly with boards/compensation committees on compensation, talent, and succession planning .
- Provides diverse international perspective; strong qualifications for talent management and executive compensation oversight .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial Ownership (Common) | 46,387 shares; <1% of class . |
| Unvested Restricted Stock | 10,132 shares (2024 annual grant, subject to one-year vest) . |
| Deferred Phantom Shares | 36,254 vested phantom shares and dividend equivalents in the Director Deferred Compensation Plan . |
| Director Stock Ownership Guideline | 5× annual cash retainer; all non-employee directors compliant except new 2024 appointee; Galvin compliant . |
| Holding/Anti-Hedging/Pledging | Must hold granted shares for 3 years post-vesting while serving; directors prohibited from hedging/pledging Company stock . |
Governance Assessment
- Positive signals:
- Independent director with deep HR and compensation expertise; chairs an all-independent Compensation Committee that uses independent consultants (ClearBridge → Exequity in 2024) and employs pay-for-performance structures including Relative TSR and rigorous EBITDA metrics .
- Strong shareholder support for pay (Say-on-Pay ~97% approval in 2024) and active investor engagement practices .
- Robust director ownership and mandatory holding requirements; anti-hedging and anti-pledging policies enhance alignment .
- Board effectiveness processes include annual multi-step evaluations; 2024 cycle facilitated by an independent third-party advisor .
- Potential risks/considerations:
- Preferred stock investors (Apax; Periphas) hold significant as-converted voting power and board designation rights, potentially influencing governance dynamics; however, Galvin’s independence is affirmed and compensation decisions maintain independent oversight .
- Related-person transactions: none identified since January 1, 2024 except the disclosed preferred stock arrangements; no Galvin-specific related-party exposure disclosed .
- Attendance and engagement:
- All incumbent directors met attendance thresholds; executive sessions conducted at every regularly scheduled meeting, with an independent Chair structure supporting robust oversight .
Overall, Galvin’s chairing of a performance-focused, independently advised Compensation Committee; compliance with stringent ownership/holding rules; and absence of related-party conflicts support board effectiveness and investor confidence .