Peter J. Kelly

Chief Executive Officer at OPENLANE

Since April 2021

Age

56 years

Education

Holds an Engineering degree from University College Dublin and an MBA from Stanford University.

Tenure

Joined the company in June 2013 as Chief Technology Officer, later served as President of Digital Services and President before becoming Chief Executive Officer in April 2021.

Also at OPENLANE

BSL

Brad S. Lakhia

Executive Vice President, Chief Financial Officer

CSC

Charles S. Coleman

Executive Vice President, Chief Legal Officer, and Secretary

JPC

James P. Coyle

Executive Vice President, President, North American Marketplaces

About

Peter J. Kelly, who is 56 years old , has built a distinguished career in the automotive auction industry. Beginning with co-founding OPENLANE in 1999 and serving in various executive roles, he established a strong foundation in digital innovation and leadership.

After OPENLANE became part of KAR Auction Services, he transitioned into roles that included Chief Technology Officer, President of Digital Services, and President, each contributing to the company's digital transformation.

In April 2021, he was appointed Chief Executive Officer, a move that marked significant strategic shifts in the organization and propelled the company's evolution into a digital marketplace leader.

Educated with an Engineering degree from University College Dublin and an MBA from Stanford University, he combines technical expertise with business acumen, which has been instrumental in driving innovation and strategic growth at KAR Auction Services.

$KAR Performance Under Peter J. Kelly

Past Roles

Organization	Role	Date Range	Details
KAR	President of the Company	January 2019 – March 2021	Held the position before becoming CEO
KAR	President of Digital Services	December 2014 – January 2019	Previous executive role
KAR	Chief Technology Officer	June 2013 – January 2019	Previous executive role
OPENLANE	President and Chief Executive Officer	February 2011 – June 2013	Executive leadership role
OPENLANE	President and Chief Financial Officer	February 2010 – February 2011	Executive financial role
OPENLANE	Co-founder	1999 – 2010	Founded and served in various executive roles

Fixed Compensation

Data from FY 2023

Component Name	Amount	Payment Schedule	Additional Details
Base Salary	$773,000	Annual	Remained unchanged from the prior year
Automobile Allowance	$25,000	Annual	Fixed allowance provided for automobile-related expenses
401(k) Matching Contributions	$4,757	Annual	Company's contributions to the 401(k) retirement plan
Group Term Life Insurance Premiums	$3,870	Annual	Premium paid by the company for group term life insurance coverage

Performance Compensation

Data from FY 2023

Annual Incentive Program

Metric	Threshold	Target	Maximum	Weight
Adjusted EBITDA	$234 million	$275 million	$316 million	80%
Cost Reduction	$40 million	$50 million	$60 million	20%

Payout Details:

Target Annual Incentive Award: $966,250
Actual Payout: $1,131,220 (117.1% of target)
Performance Achievements: 96.3% achievement for Adjusted EBITDA and 200% achievement for Cost Reduction
Payout Conditions: Awards range from 50% payout at threshold to 200% payout at maximum; no payout below threshold

Long-Term Incentive Program

Component	Detail
Performance Metrics	Cumulative Adjusted EBITDA (75% weight) and Relative TSR (25% weight)
Relative TSR Vesting	Below 30th percentile: 0%; at 30th: 50%; at 50th: 100%; at 70th or higher: 200%
Grant Date	February 24, 2023
Grant Date Fair Value	$4,250,003
Target PRSUs Granted	300,566 PRSUs
Vesting Schedule	Vesting occurs at the end of the three-year measurement period (January 1, 2023 to December 31, 2025). No vesting if performance is below threshold

Evaluation Period:

Annual Incentive Program: Assessed annually for 2023 performance.
Long-Term Incentive Program: Based on a three-year performance period from January 1, 2023, to December 31, 2025.

These tables summarize the performance compensation components, performance metrics, targets, thresholds, maximum payouts, weights, vesting schedules, evaluation periods, and actual results leading to the payouts with exact dollar amounts and share quantities where available.