Randolph Altschuler
OPENLANEAbout Randolph Altschuler
Independent director at OPENLANE, Inc. (NYSE: KAR) since June 2024; age 54. Co-founder and Chief Executive Officer of Xometry, Inc. (NASDAQ: XMTR). Education: BA, Princeton; MBA, Harvard Business School; Fulbright Scholar (University of Vienna). Board tenure at KAR began following identification via third-party search; affirmed independent under NYSE standards. Current KAR committees: Audit and Compensation. Expertise includes AI, digital marketplaces, and high-growth operational leadership.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CloudBlue Technologies, Inc. | Co-founder & Executive Chairman | Jan 2008 – Sep 2013 | Led recycling services for electronics; executive leadership experience applicable to operations and transformation |
| OfficeTiger, Inc. | Co-founder & Co-CEO | 2000 – 2007 | Global BPO leadership; experience in scaling operations and technology-enabled services |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Xometry, Inc. (NASDAQ: XMTR) | Co-founder & CEO; Director | May 2013 – present | Public company executive and board experience; AI-powered marketplace leadership |
Board Governance
- Independence: Affirmatively determined independent by the Board under NYSE standards.
- Committee assignments: Audit Committee (member); Compensation Committee (member). No chair roles.
- Attendance and engagement: Board held 5 meetings in 2024; all incumbent directors attended at least 75% of Board and applicable committee meetings; all directors attended the 2024 annual meeting. Audit Committee met 8 times; Compensation Committee met 7 times; NCGC met 4 times. Executive sessions held at every regularly scheduled Board meeting.
- Governance practices: Majority voting for directors; independent Chair; annual Board/committee evaluations (2024 evaluation facilitated by independent third-party); anti-hedging and anti-pledging policies for directors/officers; robust director stock ownership and three-year holding requirements.
- Compensation Committee interlocks: None disclosable; members (including Altschuler) were independent and not Company officers; no cross-board compensation interlocks.
Fixed Compensation
| Component | Annual Amount | Form | Notes |
|---|---|---|---|
| Annual Cash Retainer | $85,000 | Cash (electable in stock) | Paid quarterly if serving; Altschuler deferred cash retainer and Audit Committee membership fee to deferred cash account |
| Annual Stock Retainer | $170,000 | Restricted Stock | Effective at annual meeting; vests after one year; Altschuler elected 100% into deferred share account (unvested at 12/31/24) |
| Audit Committee Member Fee | $7,500 | Cash | Applies to members (non-chair) |
| Committee Chair Fees | $20,000 (Comp), $35,000 (Audit), $10,000 (NCGC) | Cash | Audit Chair fee increased to $35k effective June 7, 2024 |
| Meeting Fees | $0 | — | No Board or committee meeting fees; reasonable expenses reimbursed |
| 2024 Director Compensation (KAR) | Fees Earned/Paid (Cash) | Stock Awards (Grant-Date Fair Value) | Total |
|---|---|---|---|
| Randolph Altschuler | $48,909 | $165,359 | $214,268 |
Performance Compensation
- Non-employee director pay at KAR is not performance-based; equity is time-based restricted stock with one-year vesting and mandatory three-year post-vesting hold while serving. No PSU/option awards for directors in 2024.
- Anti-hedging/pledging: Directors prohibited from hedging, short sales, holding in margin accounts, or pledging Company stock.
| Equity Grant Detail (2024) | Shares/Units | Grant Timing | Vesting | Fair Value |
|---|---|---|---|---|
| Annual Stock Retainer (prorated) | 9,727 unvested shares | June 2024 annual grant; prorated for June 17 appointment | Vests after one year; subject to three-year hold while serving | $165,359 |
Other Directorships & Interlocks
| Company | Role | Interlock/Conflict Notes |
|---|---|---|
| Xometry, Inc. | Director; CEO | No KAR-disclosed related party transactions with Xometry; none identified for Altschuler in 2024–2025 |
- Board-level preferred investor rights: Apax (Ignition Acquisition Holdings LP) holds Series A Preferred with a designated director (Roy Mackenzie); Periphas holds Series A Preferred and has observer rights at thresholds. Not an Altschuler-related transaction, but relevant to Board dynamics and potential investor influence.
Expertise & Qualifications
- More than 20 years leading digital marketplaces and applying AI to transform industries; global operational, strategic, and innovation experience; CEO and public company board experience.
- Education: BA (Princeton), MBA (Harvard); Fulbright Scholar with study at University of Vienna.
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Total Beneficial Ownership (Common) | 9,727 shares | As of April 9, 2025; “less than 1%” of common shares outstanding |
| Unvested vs. Vested | 9,727 unvested; 0 vested phantom shares | Unvested restricted stock and phantom stock balance; no vested phantom shares at FY-end 2024 |
| Options (Exercisable/Unexercisable) | None disclosed for director | Director awards are restricted stock; options not listed for directors in 2024 tables |
| Shares Pledged as Collateral | Prohibited | Anti-pledging policy for directors/officers |
| Ownership Guidelines Compliance | Not yet applicable/compliant | New director (2024); guideline = 5x annual cash retainer; three-year post-vesting hold requirement; all other non-employee directors compliant |
Governance Assessment
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Board effectiveness: Altschuler brings complementary AI and marketplace expertise aligned with OPENLANE’s digital strategy; committee work across Audit (financial literacy standard) and Compensation (independence) supports oversight quality.
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Alignment: Director pay mix is majority equity with mandatory holding, supporting long-term alignment; no meeting fees; clear ownership guidelines.
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Independence and attendance: Independent under NYSE rules; Board and committees maintained strong attendance; independent Chair and regular executive sessions reinforce governance rigor.
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Conflicts/related parties: No related party transactions involving Altschuler. Board-level preferred holders (Apax/Periphas) retain governance rights; Compensation Committee interlocks not present.
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Signals and shareholder confidence: Executive say-on-pay support ~97% in 2024 and ~95% five-year average indicates investor alignment with overall pay practices; director policies (anti-hedging/pledging) and evaluations by third-party advisor strengthen governance posture.
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RED FLAGS
- One-day late Form 4 filing for a prorated grant (administrative error), including for Altschuler. Minor compliance lapse; monitor Section 16 timeliness going forward.