James Coyle
OPENLANEAbout James Coyle
James P. Coyle, age 44, is Executive Vice President and President, Marketplace at OPENLANE (KAR), promoted in July 2023 from Chief Digital Officer (Oct 2021–Jul 2023). He led marketplace and technology consolidation, including cloud migration and “one marketplace” integration in the U.S. and Canada (2023), and a broader unification of marketplace and technology leadership in 2024, each earning one-time $150,000 incentives tied to predefined transformation objectives. His annual incentives are tightly linked to operating performance (Adjusted EBITDA and cost reduction/volume), with a 117.1% payout in 2023 and a 22.5% payout in 2022; long-term equity includes time-based RSUs and options plus performance options with stock price hurdles ($19.66,$24.66,$29.66,$34.66), aligning compensation with TSR and execution milestones .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| RealSelf, Inc. | CEO; Board member | Sep 2020–Oct 2021 | Led consumer marketplace; governance role as director |
| RealSelf, Inc. | COO | Apr 2019–Sep 2020 | Scaled operations of marketplace platform |
| Varsity Tutors LLC | Chief Customer Officer | Aug 2016–Apr 2019 | Drove customer acquisition/retention for edtech platform |
| Sears Holdings | President, Home Appliances, Commercial Sales & Monark Appliances | Jun 2014–Jun 2016 | Led category P&L and B2B channels |
| Amazon.com, Inc. | Director, Category Leader – Electronics; other roles | 2007–2014 | Scaled category leadership in a top ecommerce business |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| RealSelf, Inc. | Director (Board member) | Sep 2020–Oct 2021 | Board service concurrent with CEO tenure |
Fixed Compensation
| Metric | 2021 | 2022 | 2023 |
|---|---|---|---|
| Base Salary ($) | $84,615 | $500,000 | $548,923 |
| Target Bonus (% of Base) | — | 100% (Target award $500,000) | 100% |
| Actual Annual Incentive ($) | $22,228 (Non-Equity Incentive) | $400,000 (22.5% of target; guaranteed ≥$400k) | $794,897 (117.1% of target including One Marketplace) |
| Bonus – Sign-on/Retention ($) | $375,003 (sign-on) | $800,000 (transition/forfeiture address) | — |
Performance Compensation
| Metric | Weighting | 2022 Target | 2022 Actual → Payout | 2023 Target | 2023 Actual → Payout | 2024 Target |
|---|---|---|---|---|---|---|
| Adjusted EBITDA | 85% (2022); 80% (2023–2024) | $265/$290/$315 ($mm) | 0% of EBITDA portion; total award 22.5% | Company-set; % weighting 80 | 96.3% of EBITDA portion | $270/$290/$320 ($mm) |
| Cost Reduction / NA Volume | 15% (2022–2023 cost); 20% (2024 NA Volume) | ($25)/($30)/($40) ($mm) | 150% of cost portion | 20% cost reduction | 200% of cost portion; total 117.1% | NA volume 720,359/774,580/828,800 units |
| One-time Tech Initiative | — | — | — | $150,000 “One Marketplace” opportunity | Achieved 100% (earned full $150k) | — |
| One-time “Unify” Initiative | — | — | — | — | — | $150,000 opportunity; achieved full target for consolidation/unification objectives |
Equity Ownership & Alignment
| Beneficial Ownership | 2023 (as of Apr 6, 2023) | 2024 (as of Apr 9, 2024) | 2025 (as of Apr 9, 2025) |
|---|---|---|---|
| Common Shares Owned | 38,322 | 72,186 | 175,994 |
| % of Shares Outstanding | * (<1%) | * (<1%) | * (<1%) |
- Stock ownership guidelines: CEO 6x salary; other executive officers 3x; must hold 60% of vested shares until compliance; pledging/margin/shorting/hedging prohibited by policy. As of 2024, Coyle had not yet met guidelines (new exec), subject to 60% holding requirement .
| Options and RSUs Outstanding (Selected) | 2024 Year-End | 2025 Year-End |
|---|---|---|
| Time-based Options (11/5/2021 grant) – Exercisable/Unexercisable; Strike $14.66; Exp. 11/05/2031 | 35,377 / 35,378 | 53,066 / 17,689 |
| Performance Options (11/5/2021 grant) – Unearned; Strike $14.66; Exp. 11/05/2031 | 283,019; Price hurdles $19.66/$24.66/$29.66/$34.66 (20 consecutive trading days) | 212,265; same hurdles |
| Unvested RSUs (12/9/2022 grant) – ratable vest 5/9/2023–2025 | 40,000; $592,400 market value @ $14.81 | — |
| Unvested RSUs (11/8/2024 grant) – ratable vest 11/8/2025–2027 | — | 49,455; $981,187; plus 12,861; $255,162 (two tranches) |
| PRSUs (2023 grants incl. make-whole) | 26,521; $392,776 and 11,342; $167,975 | 26,521; $526,177 and 11,342; $225,025 |
| RSU Vesting & Realized Value | 2023 | 2024 |
|---|---|---|
| Shares Vested | 20,000 | 20,000 |
| Value Realized ($) | $301,800 | $354,200 |
Employment Terms
| Term | Key Provision |
|---|---|
| Employment status | At-will |
| Severance – Termination without cause / for good reason | Cash equal to 1.5x (base salary + target bonus) lump sum, plus 18 months COBRA, pro-rata current year bonus based on actual performance, and any earned but unpaid prior bonus |
| Change-in-control (double trigger within 2 years) | Cash equal to 2.0x (base salary + target bonus) lump sum, plus 18 months COBRA, pro-rata current year bonus, and any earned but unpaid prior bonus |
| Illustrative severance values (as of 12/31/2023) | W/o cause/good reason: $1,769,360 total cash; CIC double trigger: $2,344,780 total cash (excludes equity valuations, which are summarized separately in proxy tables) |
| Non-compete / non-solicit | 1-year post-termination restrictions |
| COBRA coverage | Up to 18 months for qualifying terminations |
| Good Reason (summary) | Material reduction in authority/duties, material breach by company, failure to pay salary, relocation >50 miles, successor not assuming agreement post-CIC |
Compensation Structure Details
| Long-Term Incentive Mix & Mechanics | Key Details |
|---|---|
| Stock options (time-based) | 4-year ratable vest (annual tranches), facilitating retention; no repricing disclosed |
| Stock options (performance-based) | Vest in four 25% increments only upon both time and stock-price hurdles ($19.66/$24.66/$29.66/$34.66 for 20 consecutive trading days), aligning with TSR; no threshold/maximum caps—partial vesting as hurdles achieved |
| PRSUs (2023) | Target 37,863 ($550,014) plus one-time make-whole 11,342 to align with expanded role; earned based on defined performance criteria over multi-year period |
| RSUs (time-based) | 2022 grant vests ratably on May 9, 2023–2025; 2024 grant vests ratably on Nov 8, 2025–2027 |
Performance & Track Record
- 2023 technology and marketplace integration achieved (cloud migration; consolidation to one U.S. and one Canadian marketplace), earning full $150,000 One Marketplace incentive; annual incentive payout at 117.1% of target, with 96.3% of Adjusted EBITDA portion and 200% of cost reduction portion .
- 2024 “Unify” initiative achieved (organizational consolidation and platform consolidation), earning full $150,000 incentive; annual incentive goals set on Adjusted EBITDA and North America volume with explicit targets ($290mm/$774,580 target levels), maintaining 80%/20% weighting .
Equity Ownership & Alignment Commentary
- Beneficial ownership rose from 38,322 (2023) to 175,994 shares (2025), still less than 1% of outstanding; executive stock ownership guideline requires 3x salary with a 60% post-vest holding requirement until met; pledging, margin, short selling, and hedging are prohibited, reducing misalignment risk and forced selling through margin calls .
- RSU vesting cadence (20,000 per year in 2023–2024) creates periodic liquidity events; however, the 60% hold requirement tempers near-term selling pressure if guideline not yet met .
- Performance options embed multi-year stock price hurdles, strengthening alignment to shareholders’ TSR outcomes and reducing windfalls absent sustained price performance .
Say-on-Pay & Shareholder Feedback
- Say-on-Pay support: 98% approval at 2022 annual meeting; 87% approval at 2023 meeting; company maintains annual Say-on-Pay with ongoing investor engagement .
Investment Implications
- Pay-for-performance alignment appears robust: annual incentives tied to Adjusted EBITDA and operational goals; performance options with multi-year stock price hurdles align realized pay with TSR and durable execution. The achievement of 2023 and 2024 transformation objectives suggests strong execution capability and supports the link between strategic initiatives and compensation outcomes .
- Retention risk looks contained near term: substantial unvested RSUs and both time-based and performance-based options vesting through 2027, plus 1-year non-compete/non-solicit; severance economics of 1.5x base+target (2x on CIC double trigger) are typical and provide stability without excessive golden parachute risk .
- Insider selling pressure: recurring RSU vesting could create supply, but anti-pledging/anti-hedging rules and 60% hold-to-guideline requirement mitigate forced selling and near-term liquidity-driven pressure, especially as Coyle progresses toward guideline compliance .
- Execution focus: Coyle’s track record in digital platform consolidation and cloud migration aligns with OPENLANE’s marketplace strategy; incentive additions (One Marketplace, Unify) highlight the board’s emphasis on technology integration and organizational efficiency as value creation levers .