Sanjeev Mehra

About Sanjeev Mehra

Sanjeev Mehra (age 66) is an independent director of OPENLANE, Inc. (NYSE: KAR), serving since October 2021 and currently a member of the Compensation Committee; he previously served on the Company’s Board from 2007 to 2013 . He is Managing Partner of Periphas Capital, LP (founded 2017) and spent 1986–2017 at Goldman Sachs, becoming Partner in 1998 and serving as vice chair of the global private equity business and co-head of Americas private equity; he holds a BA and MBA from Harvard . The Board has affirmatively determined Mehra is independent under NYSE standards; all incumbent directors attended at least 75% of 2024 Board/committee meetings .

Past Roles

External Roles

Board Governance

• Independence: Board determined Mehra is independent under NYSE standards; 8 of 9 nominees were independent in 2025 slate .
• Committee assignments: Member, Compensation Committee (7 meetings held in 2024; Chair is Carmel Galvin) .
• Attendance: Board met 5 times in 2024; all incumbent directors met ≥75% attendance; all then-serving directors attended the 2024 annual meeting .
• Board leadership: Independent Chair (Kestner) in 2024; Board expects Howell to become Chair following 2025 meeting; executive sessions held at every regular Board meeting .
• Compensation Committee interlocks: In 2024, members included Altschuler, Galvin, Jacoby, Mackenzie, and Mehra; no interlocks or insider participation .

Fixed Compensation

Standard non-employee director compensation (for context):

• Annual cash retainer: $85,000; Annual stock retainer: $170,000 in restricted stock (1-year vest) .
• Chair fees: Board Chair $100,000; Audit Chair $35,000; Compensation Chair $20,000; NCGC Chair $10,000; Audit Committee membership fee $7,500; no meeting fees .
• Director deferred compensation plan available; ability to defer cash and stock retainers; not applicable to Mehra in 2024 (waived comp) .

Performance Compensation

• Directors receive time-vested restricted stock (no performance metrics); 2024 annual stock retainer was $170,000 with one-year vest, but Mehra waived all director compensation in 2024, so no equity was granted and none was outstanding as of 12/31/2024 .
• Director stock holding/ownership guidelines: 5× annual cash retainer and 3-year post-vest holding requirement; guidelines did not apply to Mehra in 2024 due to compensation waiver .

Other Directorships & Interlocks

• Related-party exposure: The Company issued Series A Preferred to Apax affiliates ($500M) and Periphas ($50M) in 2020, with 7% cumulative dividend, conversion price $17.75, and conversion rate 56.3380 shares per preferred share; as of 4/9/2025 Periphas held 57,660 preferred shares and has certain board observer and registration rights; standstill restrictions noted; Mehra is Managing Partner of Periphas and may be deemed a beneficial owner via control entities, but disclaims beneficial ownership .
• Compensation Committee interlocks: None; no reciprocal executive-director overlaps at other companies in 2024 .

Expertise & Qualifications

• Growth/operations/value-creation: Advises management teams on growth, transformation, and operational efficiency; extensive evaluation of strategies, operations and financial performance .
• Capital allocation/private equity: Decades of PE leadership at Goldman Sachs; founding member and IC of Principal Investment Area .
• Company familiarity: Prior KAR Board service (2007–2013) provides deep institutional knowledge .
• Governance leadership: Prior experience as lead independent director and chair of board committees at public companies .

Equity Ownership

Additional terms affecting alignment:

• Series A Preferred: 7% cumulative dividend; convertible at $17.75 per share (56.3380 common shares per preferred), redemption optionality after June 10, 2026, and change-of-control settlement mechanics; holders vote with common as a single class on most matters; distinct seniority to common on dividends and liquidation .
• Hedging/pledging: Company policy prohibits directors from hedging or pledging Company stock .

Governance Assessment

Strengths

• Independence, experience, and prior Board tenure equip Mehra to contribute on strategy and performance oversight; Board confirms independence under NYSE rules .
• Compensation Committee service with no interlocks; 2024 committee held 7 meetings; Board/committee attendance expectations met across the Board .
• Director pay waived in 2024, reducing direct pay-related conflicts; robust director ownership/holding policy for those receiving grants .

Potential Risks/Red Flags

• Related-party and capital-structure exposure: Mehra is Managing Partner of Periphas, which holds Series A Preferred with senior rights, conversion, registration, and observer rights; while he disclaims beneficial ownership, the association may present perceived conflicts relative to common shareholders, especially given Mehra’s role on the Compensation Committee .
• Ownership alignment nuances: Mehra had no common stock/RSU holdings or director equity grants outstanding as of 12/31/2024 due to compensation waiver; alignment is primarily via Periphas’ preferred equity exposure rather than direct common equity, which has different risk/return characteristics than common stock .

Contextual signals

• Board structure: Independent Chair; executive sessions at each regular Board meeting; refreshed committee charters and risk oversight allocation in 2024; third-party facilitated Board evaluation in 2024 .
• Shareholder voice: 97% support for Say-on-Pay at 2024 annual meeting; robust investor engagement program .

Overall implication: Mehra brings deep private equity and governance expertise and institutional knowledge of OPENLANE, with strong Board processes in place; however, investors should monitor potential conflict optics stemming from Periphas’ preferred equity position and governance rights while Mehra serves on the Compensation Committee .