Charles Coleman
OPENLANEAbout Charles Coleman
Charles (“Chuck”) S. Coleman, age 53, serves as Executive Vice President, Chief Legal Officer and Secretary of OPENLANE, Inc. (KAR). He has been EVP and Chief Legal Officer since November 2020 and Secretary since October 2019; previously SVP & General Counsel (2017–2020), Assistant Secretary (2015–2019), and VP & Assistant General Counsel (2015–2017). Prior to OPENLANE, Coleman practiced corporate law at Krieg DeVault (1999–2015) and Baker Donelson (1996–1999) . Company performance during his tenure shows 2024 total shareholder return (TSR) at $92 (value of $100 initial investment) versus peer TSR $149, with Net Income $109.9 million and Adjusted EBITDA $293.4 million; 2023 Net Income was $(154.1) million and Adjusted EBITDA $272.0 million, evidencing an EBITDA increase year-over-year .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| OPENLANE, Inc. | EVP, Chief Legal Officer | Nov 2020–present | Oversight of legal, governance, and SEC matters supporting digital strategy and compensation/governance programs . |
| OPENLANE, Inc. | Secretary | Oct 2019–present | Corporate secretary responsibilities including shareholder proposal processes and governance documentation . |
| OPENLANE, Inc. | SVP & General Counsel | Oct 2017–Oct 2020 | Led legal function through transformation initiatives and compensation framework changes . |
| OPENLANE, Inc. | VP & Assistant General Counsel; Assistant Secretary | Apr 2015–Oct 2017/Apr 2015–Oct 2019 | Supported public-company disclosure and commercial contracts . |
| Krieg DeVault (Indianapolis) | Associate/Partner | 1999–Mar 2015 | Corporate law practice; transaction and governance experience . |
| Baker Donelson (Birmingham) | Associate | 1996–1999 | Corporate law practice . |
External Roles
- No external public company directorships disclosed in KAR’s 2024 10-K executive officer section or 2025 proxy .
Fixed Compensation
| Component | 2024 | 2025 Decision |
|---|---|---|
| Base Salary | $468,000 | Increased by 1% to $475,000 effective Apr 1, 2025 . |
| Target Bonus (% of Base) | 75% target; 37.5% threshold; 150% maximum | 2025 program continues annual incentive with revised metric mix (see Performance Compensation) . |
Performance Compensation
Annual Incentive (2024)
| Metric | Weighting | 2024 Target | 2024 Actual Achievement | Payout vs Target | Strategic Modifier |
|---|---|---|---|---|---|
| Adjusted EBITDA | 80% | $290mm target; $270mm threshold; $320mm maximum | 111.3% of target achieved | Contributes to 109.7% total payout | +8% modifier applied to payout |
| NA Volume (Vehicles sold, ex private-label) | 20% | 774,580 target; 720,359 threshold; 828,800 maximum | 62.4% of target achieved | Contributes to 109.7% total payout | +8% modifier applied to payout |
| Total Payout and Cash Bonus | — | Target $351,000 (75% of $468,000) | — | 109.7% of target → $385,047 paid | +8% strategic modifier |
Long-Term Incentives
| Grant Year | Instrument | Performance Metrics | Weighting | Target Shares | Grant Date Fair Value |
|---|---|---|---|---|---|
| 2024 | PRSUs | 3-year Cumulative Adjusted EBITDA and Relative TSR vs S&P SmallCap 600 | 75% EBITDA; 25% TSR | 34,107 | $500,009 |
| 2023 | PRSUs | 3-year Cumulative Adjusted EBITDA and Relative TSR | 75% EBITDA; 25% TSR | 24,753 (reported at target) | $491,100 market value at 12/31/24 ($19.84 x shares) |
| 2022 | PRSUs | 3-year Cumulative Adjusted EBITDA | 100% EBITDA (at actual level) | 6,853 (actual earned level) | $135,964 market value at 12/31/24 [$19.84/share] |
| 2022 | RSUs | Time-based; ratable vesting over 3 years | — | 15,000 unvested at 12/31/24 | $297,600 market value at 12/31/24 [$19.84/share] |
Stock Options (Performance and Time-Based; 2021 Framework)
| Grant Date | Type | Exercise Price | Expiration | Vesting/Performance Hurdles | Status at 12/31/24 |
|---|---|---|---|---|---|
| Mar 4, 2021 | Time-based options | $13.81 | 03/04/2031 | 25% per year over 4 years (service) | 14,822 exercisable; 4,941 unexercisable |
| Mar 4, 2021 | Performance-based options | $13.81 | 03/04/2031 | 25% vests upon later of annual service anniversary and stock closing price ≥ $18.81 / $23.81 / $28.81 / $33.81 for 20 consecutive trading days | 19,763 exercisable; 59,289 unearned (performance condition) |
| Jun 4, 2021 | Time-based options | $18.23 | 06/04/2031 | 25% per year over 4 years (service) | 22,015 exercisable; 7,339 unexercisable |
| Jun 4, 2021 | Performance-based options | $18.23 | 06/04/2031 | 25% vests upon later of annual service anniversary and stock closing price ≥ $23.23 / $28.23 / $33.23 / $38.23 for 20 consecutive trading days | 117,417 unearned (performance condition) |
2025 LTI structure: Stock options eliminated; RSUs reintroduced at 50% of LTI value, PRSUs 50% .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (common) | 126,760 shares; less than 1% of class (based on 107,383,667 shares outstanding) . |
| Options exercisable within 60 days | 68,880 shares issuable via options exercisable within 60 days of Apr 9, 2025 . |
| Stock ownership guidelines | CEO: 6x salary; Other executive officers: 3x salary; must hold 60% of vested shares, net of taxes, until guidelines met . |
| Hedging/pledging | Directors and executive officers are prohibited from hedging or pledging company stock . |
Employment Terms
| Provision | Key Terms |
|---|---|
| Employment agreement (Coleman) | Employment agreement dated March 9, 2020 (filed as Exhibit 10.7) . |
| Severance – termination without cause / resignation for Good Reason | Lump sum equal to 1.5x base salary + target annual bonus; continued benefits; pro rata bonus; earned but unpaid bonus, subject to release . |
| Severance – termination within 2 years of change in control (double trigger) | Lump sum equal to 2x base salary + target annual bonus; continued benefits; pro rata bonus; earned but unpaid bonus . |
| Non-compete / non-solicit | 1-year post-termination non-compete and non-solicitation of employees and customers . |
| Excise tax gross-ups | None; employment agreements contain no 280G excise tax gross-ups . |
Potential Payments Upon Termination/Change-in-Control (Illustrative as of 12/31/2024)
| Scenario | Cash Severance | Non-Equity Incentive Pay | Options | PRSUs | RSUs | Life Insurance | Total |
|---|---|---|---|---|---|---|---|
| Death | $41,656 | $385,047 | $41,610 | $1,303,747 | $297,600 | $800,000 | $2,869,660 |
| Disability | $41,656 | $385,047 | $41,610 | $1,303,747 | $297,600 | — | $2,069,660 |
| Termination without cause / Good Reason | $1,270,156 | $385,047 | — | $688,965 | $297,600 | — | $2,641,768 |
| Change-in-control (single trigger) | — | $385,047 | — | — | — | — | $385,047 |
| Termination after CIC (double trigger) | $1,679,656 | $385,047 | $41,610 | $1,303,747 | $297,600 | — | $3,707,660 |
Equity Award Treatment on Termination/CIC (Omnibus Plan)
- Options: Double-trigger vesting if awards assumed/replaced in CIC; single-trigger vesting if not assumed; performance measured at CIC; various rules for voluntary, for-cause, death/disability, retirement .
- PRSUs: Double-trigger vesting at target for assumed/replaced; single-trigger vesting at target if not assumed/replaced; Relative TSR portion vests at actual level at CIC for 2023/2024 grants; proration for without cause/Good Reason; full vesting at actual for death/disability; retirement rules as specified .
- RSUs: For 2022 RSUs, continued vesting in full upon without cause/Good Reason; 2024 RSUs prorated vesting; full immediate vesting for death/disability; specific retirement proration rules .
Company Performance During Coleman’s Tenure
| Metric | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|
| TSR – value of $100 initial investment ($) | 73 | 61 | 69 | 92 |
| Peer Group TSR – value of $100 ($) | 141 | 118 | 137 | 149 |
| Net Income ($mm) | 66.5 | 241.2 | (154.1) | 109.9 |
| Adjusted EBITDA ($mm) | 434.2 | 231.2 | 272.0 | 293.4 |
Governance, Policies, and Shareholder Feedback
- Executive equity ownership: 3x base salary for non-CEO officers; 60% post-vest holding requirement until guideline met .
- Anti-hedging/pledging: Prohibited for directors and executive officers .
- Say-on-Pay: ~97% approval at 2024 annual meeting; ~95% average support over past 5 years .
- Section 16 compliance: Company believes all filing requirements met in 2024, with noted administrative late filings not involving Coleman .
Investment Implications
- Compensation alignment: Coleman’s pay is highly performance-linked—2024 annual incentive tied 100% to objective metrics with a strategic modifier, and LTI anchored in PRSUs tied to cumulative Adjusted EBITDA and relative TSR; options carry stringent stock price hurdles, creating alignment but limited near-term realizable value unless sustained price appreciation occurs .
- Retention risk: Contractual severance (1.5x salary+bonus; 2x after CIC) and extensive unearned performance-based options/PRSUs (e.g., 117,417 performance-based options unearned; PRSUs spanning 2023–2024 cycles) provide retention hooks; 1-year non-compete/non-solicit further protects continuity .
- Selling pressure: Anti-hedging/pledging policy reduces alignment risk; however, reintroduction of RSUs in 2025 increases predictable vesting-based supply versus options-only framework, potentially modestly increasing routine insider liquidity events over time .
- Performance lens: Company EBITDA improved in 2024 versus 2023 and Net Income turned positive; annual incentive paid 109.7% of target, suggesting balanced rigor and moderate upside; TSR lagged peer benchmarks in 2024, making relative TSR gates on PRSUs a meaningful constraint on long-term payouts .
- Governance quality: Strong shareholder support for executive pay (~97% in 2024) and prohibition on hedging/pledging signal lower governance risk; absence of tax gross-ups is shareholder-friendly .