Stefan Jacoby
OPENLANEAbout Stefan Jacoby
Independent director at OPENLANE, Inc. (NYSE: KAR) since June 2019; age 67. He chairs the Nominating & Corporate Governance Committee (NCGC). Jacoby is a University of Cologne graduate and a veteran automotive executive: former EVP of General Motors and President, GM International Operations (2013–2018); former CEO & President of Volvo Car Corporation (2010–2012); senior roles at Volkswagen AG including CEO & President, Volkswagen Group of America (2007–2010) and EVP Group Marketing & Sales at Volkswagen AG (2004–2007); CEO & President, Mitsubishi Motors Europe (2001–2004) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| General Motors Company | EVP; President, GM International Operations | Aug 2013 – Jan 2018 | Led global operations across multiple regions |
| Volvo Car Corporation | CEO & President | Aug 2010 – Oct 2012 | Led global OEM; retail/customer focus |
| Volkswagen Group of America | CEO & President | 2007 – 2010 | U.S. leadership for VW; prior EVP Group Marketing & Sales at VW AG (2004–2007) |
| Mitsubishi Motors Europe | CEO & President | 2001 – 2004 | Led European HQ operations |
| Volkswagen AG | Finance and leadership roles | 1985 – 2001 | Progressive leadership roles |
External Roles
| Organization | Role | Tenure | Public/Private | Committees/Notes |
|---|---|---|---|---|
| Innoviz Technologies Ltd. | Director | Current | Public | Disclosed as other public company directorship |
| Sion Power Corporation | Chairman of the Board | Since May 2023 | Private | Battery technology company |
| McLaren Group | Non-Executive Director | Sep 2021 – Sep 2024 | Private | Tenure ended 2024 |
Board Governance
- Independence: Board affirmatively determined Jacoby is independent under NYSE standards .
- Committee assignments (2025 slate): NCGC (Chair). In 2024, he also served on the Compensation Committee (independent), with no interlocks disclosed .
- Attendance: Board held 5 meetings in 2024; all incumbent directors attended at least 75% of Board and committee meetings on which they served .
- Committee activity levels (2024): Audit (8 meetings), Compensation (7), NCGC (4); all committees comprised entirely of independent directors .
- Executive sessions: Independent directors meet in executive session at each regularly scheduled Board meeting; OPENLANE maintains an independent Board Chair .
Fixed Compensation
| Component (Non-Employee Director) | Structure (2024) | Amount | Notes |
|---|---|---|---|
| Annual cash retainer | Cash | $85,000 | Standard director cash retainer |
| NCGC Chair fee | Cash | $10,000 | Prorated in 2024 due to mid-year chair transition (Hill to Jacoby) |
| Meeting fees | None | $0 | No Board/committee meeting fees |
| 2024 cash actually paid to Jacoby | Cash | $90,660 | Reflects retainer plus prorated chair fee |
- Director compensation reviewed by NCGC annually with independent consultant support; equity/cash mix majority in equity .
Performance Compensation
| Equity Element | Grant Date | Shares/Units | Grant-Date Fair Value | Vesting/Terms |
|---|---|---|---|---|
| Annual stock retainer (RS) | June 7, 2024 (2024 annual meeting) | 10,132 | $170,015 | Vests after one year; subject to forfeiture until vest; directors may elect deferral |
| Dividend/holding policy | — | — | — | Dividends/DERs accrue but are paid only if/when awards vest; 3-year post-vesting holding requirement while serving |
Note: OPENLANE’s director equity grants are time-based restricted stock; no performance metrics are applied to director equity retainer awards .
Other Directorships & Interlocks
| Company | Relationship to KAR | Interlock/Conflict |
|---|---|---|
| Innoviz Technologies Ltd. | Unrelated public company | No compensation committee interlocks disclosed; none of OPENLANE’s executives served on boards/comp committees with Jacoby in 2024 |
| Sion Power; McLaren Group | Private companies | Not identified as KAR related-party transactions |
Expertise & Qualifications
- 30+ years in global automotive leadership across Germany, Japan, the Netherlands, Sweden, Singapore, and the U.S.; deep understanding of mobility, autonomy, customer experience, and retail structures; strong finance, sales, and marketing acumen; experienced in building high-performance teams during transformations .
- Education: University of Cologne, Germany .
Equity Ownership
| Metric | Detail |
|---|---|
| Total beneficial ownership (common) | 58,103 shares; <1% of common shares outstanding (as of April 9, 2025) |
| Unvested restricted shares | 10,132 (2024 annual grant) |
| Deferred phantom shares (vested) | 17,672 (to be settled for common 1:1 at separation) |
| Shares pledged | Prohibited by policy; anti-pledging and anti-hedging in place |
| Director ownership guideline | 5x annual cash retainer; all non-employee directors compliant except a new 2024 appointee (not Jacoby) |
Fixed vs Equity (2024 Director Pay Mix)
| Type | Amount |
|---|---|
| Cash (fees earned) | $90,660 |
| Equity (stock awards) | $170,015 |
| Total | $260,675 |
Insider Trades (Section 16)
| Item | Status |
|---|---|
| Section 16(a) filing compliance (2024) | Company reports all required filings met except one-day-late Form 4s for two other insiders (Altschuler and Price). No delinquent filings disclosed for Jacoby . |
Governance Assessment
- Strengths: Independent director with deep OEM and international operating experience; currently chairs NCGC; served on Compensation Committee in 2024 without interlocks; strong board processes (annual third‑party board evaluation in 2024); robust director equity ownership and three‑year holding requirement; anti‑hedging/pledging policy; majority-independent Board and fully independent committees .
- Alignment: Director equity comprises a significant portion of pay; 2024 stock retainer vests over one year with mandatory post‑vesting holding; ownership guideline at 5x cash retainer; Jacoby’s beneficial ownership and deferred share balance support alignment .
- Potential conflicts: Major preferred holders (Apax/Periphas) have governance rights and board representation; however, Jacoby is not affiliated with these holders and is deemed independent. No related‑party transactions involving Jacoby disclosed .
- Board effectiveness signals: Full independence of key committees, meaningful meeting cadence, and high say‑on‑pay support (97% in 2024), all contributing to investor confidence .
- RED FLAGS: None identified specific to Jacoby. No attendance shortfalls disclosed for him; no hedging/pledging; no option repricing; no related‑party exposure linked to him .