J. Mark Howell
OPENLANEAbout J. Mark Howell
Independent director since December 2014; age 60. Managing Director of Mintaka Ventures, LLC (private investments) since August 2021; former COO of Angie’s List, President roles at Ingram Micro Mobility and BrightPoint; earlier VP & Corporate Controller at ADESA and audit staff at Ernst & Young. CPA with a BBA in Accounting from the University of Notre Dame and a CERT Certificate in Cybersecurity Oversight (NACD/CMU). Expected to serve as Chair of the Board immediately following the 2025 annual meeting if re‑elected, transitioning Audit Committee chair duties to Michael T. Kestner .
Past Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Mintaka Ventures, LLC | Managing Director | Aug 2021–present | Private investments focus |
| Conexus Indiana (CICP initiative) | President & CEO | Jan 2018–Aug 2021 | Advanced manufacturing/logistics initiative |
| Angie’s List, Inc. | Chief Operating Officer | Mar 2013–Sep 2017 | Consumer reviews marketplace; merged into ANGI Homeservices in 2017 |
| Ingram Micro North America Mobility | President | 2012–2013 | Technology distribution |
| BrightPoint, Inc. | President, Americas; COO; EVP; CFO | 1994–2012 | Mobile device distribution; sold to Ingram Micro in 2012 |
| ADESA (now OPENLANE subsidiary) | VP & Corporate Controller | Aug 1992–Jul 1994 | Former employee; adds industry familiarity |
| Ernst & Young LLP | Audit Staff/Senior Staff | Early career | Public accounting experience |
External Roles
| Organization | Role | Since | Scope |
|---|---|---|---|
| Mintaka Ventures, LLC | Managing Director | Aug 2021 | Private investments |
- No other public company directorships disclosed for Mr. Howell in the proxy .
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Independent under NYSE standards |
| Board service since | December 2014 |
| Current committees | Audit Committee (Chair); Nominating & Corporate Governance Committee |
| Expected roles post-2025 meeting | Chair of the Board (if re‑elected); Audit Committee Chair to become Michael T. Kestner |
| Audit Committee designation | “Audit committee financial expert” (with Kestner) |
| Board meetings in 2024 | 5 meetings; all incumbent directors ≥75% attendance across Board and committees; all directors attended the 2024 annual meeting |
| Executive sessions | Independents meet at each regularly scheduled Board meeting; presided by independent Chair |
| Committee meetings in 2024 | Audit: 8; Compensation: 7; Nominating & Corporate Governance: 4 |
| Risk/Cyber oversight | AC oversees financial risk and cybersecurity; CISO reports quarterly to AC and annually to Board |
| Board evaluation | Robust annual self‑evaluation; independent third‑party facilitator engaged in 2024 |
Fixed Compensation
| Year | Cash Fees (USD) | Equity Awards (USD) | Notes |
|---|---|---|---|
| 2024 | $120,000 | $170,015 | Program components: annual cash retainer $85,000; AC chair fee increased to $35,000 effective June 7, 2024; annual stock retainer $170,000 in restricted stock; no meeting fees; membership fee $7,500 for AC members (not chair) |
- Director retainer structure: cash $85,000; restricted stock $170,000; AC Chair fee $35,000; NCGC Chair fee $10,000; CC Chair fee $20,000; independent Chair fee $100,000 (not applicable to Mr. Howell in 2024) .
- Mr. Howell elected to receive 100% of his annual stock retainer in a deferred share account under the Director Deferred Compensation Plan .
Performance Compensation
| Grant date | Shares | Grant date fair value (USD) | Vesting | Holding requirement |
|---|---|---|---|---|
| June 7, 2024 | 10,132 | Included in $170,015 total | One‑year cliff vest (anniversary of the annual meeting) | Directors must hold Company‑granted shares for at least three years post‑vesting while serving |
- Mr. Howell deferred 100% of the annual stock retainer into a deferred share account (phantom shares) per the Directors Deferred Compensation Plan .
No performance‑conditioned equity is used for non‑employee directors; awards are time‑based restricted stock with long‑term holding requirements .
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Other public company boards | None disclosed for Mr. Howell in the proxy |
| Compensation Committee interlocks | None; all CC members independent; no insider participation |
Expertise & Qualifications
- CPA; substantial financial reporting and internal controls experience; designated audit committee financial expert .
- Cybersecurity oversight credential (NACD/CMU CERT), aligning with AC’s cybersecurity responsibilities .
- Deep operating experience in technology‑driven, marketplace businesses; prior ADESA role provides industry insight .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (common) | 75,012 shares; less than 1% of class |
| Unvested/phantom shares | 10,132 unvested restricted stock; 49,580 deferred phantom shares and dividend equivalents |
| Director ownership guideline | Minimum 5x annual cash retainer in Company stock |
| Compliance status | All non‑employee directors are in compliance except a 2024 appointee; Mr. Howell is in compliance |
| Anti‑hedging/pledging | Hedging and pledging prohibited for directors; no pledging disclosed for Mr. Howell |
Governance Assessment
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Strengths
- Independent director with AC chair experience and audit committee financial expert designation; slated to become independent Board Chair, enhancing oversight and investor confidence .
- Strong attendance culture and robust committee cadence (AC 8x; NCGC 4x; CC 7x) with executive sessions each meeting .
- Formal director stock ownership (5x cash retainer) and 3‑year post‑vesting holding policy; Mr. Howell’s full deferral election increases alignment .
- Clear risk and cybersecurity oversight processes (quarterly CISO reports to AC; annual Board review) and third‑party facilitated board evaluation in 2024 .
-
Potential conflicts/related‑party exposure
- Former ADESA employment provides knowledge but no related person transactions involving Mr. Howell were disclosed since January 1, 2024 .
- Preferred holders (Apax/Periphas) have board rights; Mr. Howell not affiliated with these investors; independence affirmed .
-
Compensation signals
- Director equity retainer increased to $170,000 (effective 2023) maintained in 2024; AC chair fee increased to $35,000 effective June 7, 2024 reflecting expanded risk oversight after Risk Committee elimination and reallocation to AC/Board .
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RED FLAGS
- No Section 16(a) delinquency noted for Mr. Howell; no hedging/pledging permitted; no related‑party transactions disclosed for Mr. Howell; attendance thresholds met .