Roy Mackenzie
OPENLANEAbout Roy Mackenzie
Roy Mackenzie, age 53, has served as an independent director of OPENLANE (KAR) since June 2020 and sits on the Compensation Committee; he is Apax’s designee under the Apax Investment Agreement, and only holders of Series A Preferred Stock vote on his election at the 2025 annual meeting . He has been a Partner at Apax Partners since January 2003 and serves on the investment committees for the Apax Buyout Funds and Apax Global Alpha; he holds an MBA from Stanford GSB and an M.Eng in Electrical Engineering from Imperial College London . The Board has affirmatively determined he is independent under NYSE rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Apax Partners, LP | Partner | Since Jan 2003 | Serves on Investment Committees for Apax Buyout Funds and Apax Global Alpha |
| Duck Creek Technologies, Inc. | Director | Until Mar 2023 | Oversight role in connection with Apax investment |
| Trade Me Ltd | Director | Not disclosed (current as of proxy) | Oversight in connection with Apax investment |
| Vyaire Medical, Inc. | Director | Not disclosed (current as of proxy) | Oversight in connection with Apax investment |
External Roles
| Company/Organization | Role | Status/Timing | Notes |
|---|---|---|---|
| Duck Creek Technologies, Inc. | Director | Former; until Mar 2023 | Other public and registered investment company directorships disclosed: Duck Creek (until Mar 2023) |
| Apax Partners, LP | Partner | Current | Listed under “Other Public and Registered Investment Company Directorships” disclosure |
Board Governance
- Committee assignments: Compensation Committee member (not Chair) .
- Independence: Board determined Mackenzie is independent under NYSE standards .
- Attendance: The Board met 5 times in 2024; all incumbent directors attended at least 75% of Board and committee meetings on which they served, and all then-serving directors attended the 2024 annual meeting .
- Election mechanics and investor rights: Mackenzie is Apax’s designated director; only Series A Preferred holders vote on his election. Apax retains designation rights while meeting ownership thresholds; Apax and Periphas hold significant Series A positions with standstill and registration rights as disclosed .
- Leadership and executive sessions: Independent Chair; independent directors meet in executive session at each regularly scheduled Board meeting .
- Compensation Committee structure: All members independent; no interlocks or insider participation in 2024 .
Committee meeting cadence (2024):
| Committee | 2024 Meetings |
|---|---|
| Audit Committee | 8 |
| Compensation Committee | 7 |
| Nominating & Corporate Governance Committee | 4 |
Fixed Compensation
Director compensation program (context for non-employee directors in 2024):
| Component | Annual Amount | Form/Key Terms |
|---|---|---|
| Annual Cash Retainer | $85,000 | Cash; payable quarterly; may elect to receive in stock |
| Annual Stock Retainer | $170,000 | Restricted Stock; vests after one year on meeting anniversary |
| Independent Chair Fee | $100,000 | Cash |
| Audit Committee Chair Fee | $35,000 | Cash; increased from $25,000 effective Jun 7, 2024 |
| Compensation Committee Chair Fee | $20,000 | Cash |
| Nominating & Corporate Governance Chair Fee | $10,000 | Cash |
| Audit Committee Membership Fee | $7,500 | Cash |
| Meeting Fees | $0 | No meeting fees; reasonable expenses reimbursed |
| Deferral | n/a | Directors may defer cash fees and/or stock into deferred accounts |
Roy Mackenzie – 2024 director pay actually received:
| Name | Fees Earned/Paid in Cash | Stock Awards | Total |
|---|---|---|---|
| Roy Mackenzie | $0 | $0 | $0 |
Mackenzie agreed to waive all non-employee director compensation in 2024 (same for Mr. Mehra) .
Performance Compensation
For non-employee directors, equity grants are time-based restricted stock with one-year vesting; there are no performance metrics tied to director equity. Mackenzie waived all non-employee director compensation for 2024, so he received no equity grant .
| Award Type | Grant Date | Shares | Grant-Date Fair Value | Vesting | Performance Metrics |
|---|---|---|---|---|---|
| Annual Restricted Stock (Director) | Jun 2024 (annual meeting timing) | 0 (waived) | $0 | N/A (waived) | None; director equity is time-based |
Other Directorships & Interlocks
| Topic | Detail |
|---|---|
| Current public company boards | None disclosed; former director at Duck Creek Technologies, Inc. until Mar 2023 |
| Committee interlocks | None; KAR’s 2024 Compensation Committee members (including Mackenzie) had no interlocks/insider participation, and none were company officers/employees |
Expertise & Qualifications
- Deep technology expertise; substantial experience evaluating strategies, operations, and financial performance; extensive work with management teams to build technology companies .
- Current and prior public board service; MBA (Stanford GSB) and M.Eng (Imperial College London) .
Equity Ownership
Beneficial ownership and awards (as of Apr 9, 2025):
| Category | Amount | Notes |
|---|---|---|
| Common Stock Beneficially Owned | 0 | Shows “—” in table for Mackenzie |
| Series A Preferred Stock Beneficially Owned | 576,645 (90.91% of Series A class) | Listed under “Named Executive Officers, Directors and Director Nominees”; see Apax footnote |
| Unvested Shares & Dividend Equivalents | 0 | No unvested/director awards outstanding |
| Deferred Phantom Shares & Dividend Equivalents | 0 | No deferred director awards |
Footnote/Disclaimers: Based on filings, Ignition Acquisition Holdings LP (Apax affiliate) held 576,645 Series A shares as of Apr 9, 2025; Mackenzie is a partner at Apax and a KAR director; he disclaims beneficial ownership of common stock beneficially owned by Ignition Acquisition Holdings LP .
Director stock ownership guidelines require 5x annual cash retainer and a 3-year post-vesting hold, but these did not apply to Mackenzie in 2024 due to his compensation waiver .
Hedging and pledging of Company stock are prohibited for directors and officers .
Governance Assessment
Key positives
- Independent director with deep technology and investment oversight experience; sits on the Compensation Committee; Board has strong governance practices (independent Chair; executive sessions at each regular meeting) .
- Attendance: all incumbent directors met at least 75% attendance thresholds in 2024; board/committee cadence appears robust (AC 8; CC 7; NCGC 4 meetings) .
- Compensation Committee independence and use of independent consultants; no interlocks or insider participation in 2024; high Say-on-Pay support (~97%) in 2024 .
Potential conflicts / RED FLAGS to monitor
- Apax designation and voting mechanics: Mackenzie is elected solely by Series A Preferred holders and is Apax’s designee; Apax holds a significant Series A position with governance rights (designation, standstill, registration rights). This structure can create perceived alignment with a preferred shareholder class rather than common stockholders broadly .
- Economic alignment: Mackenzie waived all director compensation in 2024 (no cash/equity), and thus is not subject to the standard director stock ownership guideline for that year. While it avoids cash cost, it may reduce direct common equity alignment unless offset by other holdings (which are not disclosed for him in common stock) .
- Control optics: Only Series A holders vote on his seat at the 2025 meeting, which may raise minority investor concerns about board representation diversity for this seat .
Shareholder alignment safeguards
- Anti-hedging and anti-pledging policy for directors/officers; director equity ownership and 3-year post-vesting hold (policy-level) .
- Independent Chair and regular executive sessions; majority voting standard for directors .
Director Compensation (Program context vs. individual)
| Metric | 2024 Value/Description |
|---|---|
| Annual director cash retainer | $85,000 (may elect to receive in stock) |
| Annual director stock retainer | $170,000 restricted stock; vests after one year |
| Committee chair/membership fees | AC Chair $35,000; CC Chair $20,000; NCGC Chair $10,000; AC member $7,500 |
| Mackenzie actual 2024 director pay | $0 cash; $0 stock; waived all non-employee director compensation |
Say‑on‑Pay & Shareholder Feedback (context)
- Say‑on‑Pay approval at the 2024 annual meeting: ~97% “FOR” (ex‑broker non‑votes) .
- Company reports ongoing investor engagement, including post‑annual meeting outreach on governance and compensation .
Related-Party/Conflict Controls (policy context)
- Audit Committee reviews and approves related person transactions; none outside the disclosed items since Jan 1, 2024; Board considers nature/material terms and impairment of judgment in reviews .
- Compensation Committee consists entirely of independent directors; no compensation committee interlocks or insider participation in 2024 .
Summary Signal for Investors
- Mackenzie brings deep tech and investment oversight useful for OPENLANE’s digital marketplace strategy, with robust board processes around independence and risk oversight supporting governance quality .
- The Apax designation and Series A voting structure create a structural interlock with a major preferred shareholder; combined with Mackenzie’s compensation waiver (no direct common equity awards), investors should monitor alignment with common stockholders and any related‑party dynamics stemming from Apax’s rights and holdings .