Will Mitchell
OPENLANEAbout Will Mitchell
William (“Will”) C. Mitchell is President of Automotive Finance Corporation (AFC) at OPENLANE (KAR), promoted to the executive team effective April 1, 2024; he was a first‑time named executive officer in 2024. The 2025 Proxy does not disclose his age or education; it identifies his current role and promotion timing only . During his first year as an executive officer, company performance included 2024 revenue up 5% to $1.8B (continuing operations), operating profit of $182.2M, and cash from operations of $292.8M (continuing operations) . Pay-versus-performance disclosures show 2024 total shareholder return (TSR) value of an initial $100 investment at $92 vs. peer group $149, net income of $109.9M, and Adjusted EBITDA of $293.4M (vs. $272.0M in 2023) .
Past Roles
The 2025 Proxy does not provide a biographical work history for Mr. Mitchell beyond his title and promotion date .
External Roles
No external directorships or outside roles are disclosed for Mr. Mitchell in the 2025 Proxy .
Fixed Compensation
| Item | 2024 | 2025 |
|---|---|---|
| Base Salary (approved) | $400,000 effective 4/1/2024 | $425,000 effective 4/1/2025 |
| Salary Earned (Summary Comp Table) | $365,808 | — |
| Target Bonus % of Base | 62.2% (prorated target for 2024) | — |
| Target Bonus ($) | $229,294 | — |
| Actual Annual Incentive Paid | $251,536 | — |
| Other Bonus (pre‑promotion initiatives) | $22,000 | — |
Performance Compensation
Annual Incentive Program (2024 design and outcomes)
| Metric | Weight | Threshold | Target | Maximum | 2024 Payout Earned |
|---|---|---|---|---|---|
| Adjusted EBITDA (2024) | 80% | $270M | $290M | $320M | 111.3% of target |
| North America Volume (2024) | 20% | 720,359 | 774,580 | 828,800 | 62.4% of target |
| Strategic Modifier | — | — | — | — | +8.0% adjustment |
| Total AIP Payout vs. Target | — | — | — | — | 109.7% of target |
2024 Long‑Term Incentive Awards (Mitchell)
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Performance RSUs (PRSUs)
- Grant date: May 3, 2024; Target PRSUs: 12,720; Grant date fair value: $259,457
- Metrics/Weighting: Cumulative Adjusted EBITDA (75%) and Relative TSR (25%) over 1/1/2024–12/31/2026
- Vesting: Earned/vest based on performance over three years per program terms
-
Time‑based RSUs
- Grant date: Feb 22, 2024; RSUs: 6,822; Grant date fair value: $100,011
- Vesting: One‑third on each of the first three anniversaries of 2/22/2024 (i.e., 2/22/2025, 2/22/2026, 2/22/2027), subject to continued employment
Prior‑year design notes relevant to 2024
- 2022 PRSUs for NEOs were 100% tied to Cumulative Adjusted EBITDA with threshold/target/maximum of $795M/$935M/$1,075M; 50.6% vested based on $797M achieved for 2022–2024 . Mr. Mitchell did not participate in the 2022 executive PRSU program .
- Mr. Mitchell received non‑executive RSUs in 2022 and 2023 that vest ratably over three years .
Equity Ownership & Alignment
Beneficial Ownership (as of April 9, 2025)
| Holder | Shares Beneficially Owned | % of Common Outstanding | Reference Shares Outstanding |
|---|---|---|---|
| William C. Mitchell | 15,154 | * (less than 1%) | 107,383,667 common shares |
- Ownership guidelines: 3× base salary for executive officers; must hold 60% of vested shares (net of taxes) until in compliance .
- Compliance status: All NEOs meet guidelines except Mr. Mitchell (new executive in 2024), who is subject to the holding requirement until compliance .
- Hedging/pledging: Executives are prohibited from hedging and pledging; cannot hold in margin accounts .
Outstanding and Recent Equity Activity (as of 12/31/2024; close price $19.84)
| Award Type | Grant/Status | Shares | Value ($) |
|---|---|---|---|
| Unvested RSUs (2022 non‑exec grants; vest over 3 yrs) | Outstanding | 1,210 | $24,006 |
| Unvested RSUs (12/9/2022 ADESA Sale one‑time RSUs; vest 5/9/2023/2024/2025) | Outstanding | 1,000 | $19,840 |
| Unvested RSUs (2/24/2023 non‑exec grants; vest over 3 yrs) | Outstanding | 4,716 | $93,565 |
| Unvested RSUs (2/22/2024 non‑exec grant; vest over 3 yrs) | Outstanding | 6,822 | $135,348 |
| Unearned PRSUs (5/3/2024 exec PRSUs; 2024–2026 cycle) | Target Outstanding | 12,720 | $252,365 |
| Shares acquired on vesting (2024) | RSUs vested | 5,774 | $90,741 |
Vesting schedule pressure points (potential trading windows):
- Feb 22 each year (2025–2027): one‑third of 2024 RSUs
- Feb 24/Feb 28, 2025: final tranches of 2023/2022 non‑exec RSUs
- May 9, 2025: final tranche of ADESA Sale RSUs
- PRSU cycle (2024–2026): cliff based on performance; settlement after measurement
Options: No option awards are reported for Mr. Mitchell in the 2024 outstanding awards table (entries show RSUs/PRSUs only) .
Employment Terms
Key Agreement Economics (Mitchell and other executives)
- At‑will employment; substantially similar agreements across NEOs
- Severance (non‑CIC): Lump sum 1.5× (base salary + target annual bonus) plus continued benefits, pro‑rata bonus, and any earned but unpaid bonus, subject to release
- Severance (CIC double‑trigger within 2 years): Lump sum 2× (base salary + target annual bonus) plus continued benefits, pro‑rata bonus, and any earned but unpaid bonus, subject to release
- Restrictive covenants: 1‑year post‑termination non‑compete and non‑solicit of employees and customers
- Equity treatment: Double‑trigger for assumed/replaced awards on CIC; single‑trigger only if not assumed/replaced; PRSUs typically settle at target on CIC, with TSR component at actual performance at CIC for 2023/2024 grants
- Clawback: Mandatory recovery of incentive compensation upon an accounting restatement (3‑year lookback)
- Hedging/pledging prohibited; no option repricing; no excise tax gross‑ups
Potential Payments as of December 31, 2024 (Mitchell)
| Scenario | Cash/Severance | Pro‑Rata Bonus | Equity – RSUs | Equity – PRSUs | Benefits/Other | Total |
|---|---|---|---|---|---|---|
| Death | — | $251,536 | $252,365 | $272,759 | $800,000 life insurance | $1,576,660 |
| Disability | — | $251,536 | $252,365 | $272,759 | — | $776,660 |
| Termination w/o Cause or for Good Reason | $990,000 (1.5×) | $251,536 | $84,121 | $19,840 | — | $1,345,497 |
| CIC (single trigger) | — | $251,536 | — | — | — | $251,536 |
| Termination after CIC (double trigger) | $1,320,000 (2×) | $251,536 | $252,365 | $272,759 | — | $2,096,660 |
Compensation Structure Analysis
- Shift to performance equity: Upon promotion, Mitchell moved from non‑exec RSUs to exec PRSUs (12,720 target) tied 75% to cumulative Adjusted EBITDA and 25% to Relative TSR, reinforcing pay‑for‑performance .
- Cash vs. equity mix: 2024 annual incentive results paid at 109.7% of target, reflecting above‑target EBITDA but below‑target NA Volume partially offset by an +8% strategic modifier .
- Rigor of long‑term metrics: The 2022 PRSUs vested at only 50.6% based on 3‑year cumulative Adjusted EBITDA performance, indicating outcome sensitivity to multi‑year targets .
- Governance features: Double‑trigger equity vesting for CIC, formal clawback, no gross‑up, and anti‑hedging/pledging reduce misalignment risk .
Investment Implications
- Alignment and incentives: Mitchell’s 2024 PRSUs are levered to EBITDA and relative TSR through 2026; combined with a 2024 AIP payout at 109.7%, incentives appear tightly linked to operating execution and shareholder outcomes .
- Vesting overhang and trading windows: Multiple RSU tranches vest in early 2025 (2/22, 2/24, 2/28) and mid‑2025 (5/9), plus performance PRSUs in 2026—monitor Form 4s around these dates for potential selling pressure; 2024 RSU vesting delivered 5,774 shares/$90,741 .
- Retention risk manageable: Severance at 1.5× (2× after CIC) and 1‑year non‑compete/non‑solicit support retention; however, current beneficial ownership is modest (15,154 shares; <1% of class) and he has not yet met the 3× salary ownership guideline given 2024 promotion, though subject to 60% hold‑until‑met .
- Execution bar: Company TSR trailed peers in 2024 ($92 vs. $149) even as Adjusted EBITDA improved ($293.4M vs. $272.0M), suggesting continued investor focus on sustained profitable growth and relative performance to drive long‑term payouts .
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