DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

(Amendment No.)


Filed by the Registrant		☒

Filed by a Party other than the Registrant		☐

Check the appropriate box:


☐		Preliminary Proxy Statement

☐		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒		Definitive Proxy Statement

☐		Definitive Additional Materials

☐		Soliciting Material Pursuant to § 240.14a-12

ACV AUCTIONS INC.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check all boxes that apply):



☒		No fee required.

☐		Fee paid previously with preliminary materials.

☐		Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

LOGO



ACV AUCTIONS		2024 PROXY STATEMENT AND NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

LOGO

Dear Fellow Stockholders,

On behalf of the Board of Directors, it is our pleasure to invite you to the Annual Meeting of Stockholders of ACV Auctions Inc. on May 29, 2024 at 4:00 p.m., Eastern Time. The Annual Meeting will be held in a virtual-only meeting format, via live webcast. Registration to attend the Annual Meeting is available at www.proxydocs.com/ACVA. The Notice of Annual Meeting of Stockholders and the Proxy Statement contain details of the business to be conducted during the Annual Meeting.

In 2023, the ACV team continued to execute on our mission to digitally transform the automotive industry, resulting in strong financial performance and continued market share gains, while delivering best-in-class services to our dealer and commercial partners. We also continued to invest in our ACV team, enabling us to expand our nationwide marketplace, and further enhance ACV’s differentiated data and technology moat. All of this was accomplished during another year of challenging market dynamics in the automotive industry.

Highlights from 2023 included:

•

Grew revenue 14% year over year, despite an estimated 7% contraction in the dealer wholesale market

•

Sold approximately $9 billion of GMV on our digital marketplace

•

Expanded our marketplace to over 28,000 market participants

•

Reduced our GAAP net losses and Adjusted EBITDA losses by approximately 26% and 70% year-over-year, respectively, as we continued to execute on our path to profitability

•

Delivered our second consecutive record year of performing over one million vehicle inspections

•

Expanded our total addressable market with the launch of ACV’s consumer-sourcing solution, ClearCar, and by building the foundation for our commercial wholesale strategy

Looking forward, we remain excited about the tremendous opportunity for ACV to address a large and complex industry that is still very early in its adoption of digital solutions. By executing on this opportunity, we expect to deliver significant shareholder value over time. Our strategy to deliver on ACV’s vision remains underpinned by three key pillars: Growth, Innovation and Scale.

We drive Growth by transforming the automotive market with the leading data-driven platform, creating the most trusted and efficient marketplace in the industry. Our Innovation engine delivers technology that extends ACV’s competitive moat and creates additional growth vectors in adjacent markets with an expanding suite of products and data services. Our proven business model delivers growth at Scale with attractive unit economics and long-term operating leverage.

ACV’s success would not be possible without the dedicated hard work and creativity of our people, the strategic relationships we’re building with our dealer and commercial partners, and the support and encouragement from our stockholders.

Our “people first” mindset drives everything we do, including how we recruit, develop and retain world class talent, and how we work together as “teammates.” Our dealer and commercial partners are more than just our customers; they collaborate with us and provide invaluable input to our platform. Our team is trained to build long-term relationships, and our approach is centered around a mantra of “calm persistence” as a means for all team members to stay focused on the long game.

Lastly, we remain true to our beliefs. We will continue to deliver on our mission to bring transparency, trust and efficiency to the markets we serve. We will continue to keep the needs of our dealer and commercial partners at the center of our decision-making. We will continue to pursue growth, which includes our investment in training, tools, technology and our product roadmap. We will continue to innovate and expand the breadth of our marketplace into adjacent markets, and expand our data-driven offerings, both organically and through targeted acquisitions. We will continue to invest in our people and culture.

Thank you for joining us on our journey.

GEORGE CHAMOUN

Chief Executive Officer

April 17, 2024



ACV AUCTIONS		2024 PROXY STATEMENT AND NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

LOGO

NOTICE OF ANNUAL

MEETING OF

STOCKHOLDERS



DATE:		Wednesday, May 29, 2024

TIME:		4:00 P.M. (Eastern Daylight Time)

LOCATION:		Register at www.proxydocs.com/ACVA

Dear Stockholder:

You are cordially invited to attend the Annual Meeting of Stockholders (the “Annual Meeting”) of ACV Auctions Inc. (the “Company”) on Wednesday, May 29, 2024 at 4:00 p.m., Eastern Time. The Annual Meeting will be held in a virtual-only meeting format, via live webcast available at www.proxydocs.com/ACVA.

The Annual Meeting will be held for the following purposes:

•

Elect the three Class III directors named in this Proxy Statement: Kirsten Castillo, René F. Jones, Brian Radecki,

•

Approve, on a non-binding, advisory basis, the compensation of our named executive officers,

•

Ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024, and

•

Transact such other business as may properly come before the Annual Meeting.

These items of business are more fully described in the Proxy Statement accompanying this Notice.

We encourage you to attend the Annual Meeting online. The live webcast will provide you with the ability to participate in the Annual Meeting, vote your shares, and ask questions. In order to do so, you must register prior to the start of the meeting at www.proxydocs.com/ACVA. Upon completing your registration, you will receive further instructions via email, including your unique links that will allow you access to the Annual Meeting and will permit you to submit questions.

The record date for the Annual Meeting is April 3, 2024. Please note that only stockholders of record at the close of business on that date are entitled to receive notice of, and to vote at, the Annual Meeting.

Please refer to the “Voting Information” section of the accompanying proxy statement for additional details.

By Order of the Board of Directors

LEANNE FITZGERALD

Chief Legal Officer and Secretary

Buffalo, New York

April 17, 2024



		Whether or not you expect to attend the Annual Meeting, please vote by telephone or through the internet, or, if you receive a paper proxy card by mail, by completing and returning the proxy card mailed to you, as promptly as possible to ensure your representation at the Annual Meeting. Voting instructions are provided in the Notice of Internet Availability of Proxy Materials, or, if you receive a paper proxy card by mail, the instructions are printed on your proxy card and included in the accompanying Proxy Statement.



ACV AUCTIONS		2024 PROXY STATEMENT AND NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TABLE OF

CONTENTS



1	Proxy Statement

	1	Important Notice Regarding the Internet Availability of Proxy Materials for the Annual Meeting of Stockholders to Be Held on May 29, 2024

2	Proxy Summary

	2	Annual Meeting of Stockholders 2024

	2	Proposals for Stockholder Voting

	2	Voting Instructions

	3	Business Overview

4	Voting Information

	4	Quorum

	4	Record Date and Stockholders List

	4	Shareholders Eligible to Vote

	4	How to Vote

	5	Changing or Revoking Your Vote

	5	Choosing Not to Vote or Voting with a Blank Proxy Card

	5	Counting of Votes

	6	Voting Results

	6	Stockholder Proposals and Director Nominations for the 2024 Annual Meeting

	7	Proxy Solicitation Costs

8	Proposal 1 Election of Directors

8	Information Regarding Director Nominees and Current Directors

	8	Nominees for Election at the 2024 Annual Meeting of Stockholders (Class III)

	9	Directors Continuing in Office Until the 2025 Annual Meeting of Stockholders (Class I)

	10	Directors Continuing in Office Until the 2026 Annual Meeting of Stockholders (Class II)

11	Board of Directors and Corporate Governance

	11	Independence of Our Board of Directors

	11	Board Leadership Structure

	11	Composition and Diversity of Our Board

	12	Board Diversity

	12	Role of the Board of Directors in Risk Oversight

	13	Meetings of the Board of Directors and Its Committees

	13	Information Regarding Committees of the Board of Directors


	15	Board Committees

		15 Audit Committee

		16 Compensation Committee

		16 Nominating and Corporate Governance Committee

	17	Compensation Committee Processes and Procedures

	17	Compensation Committee Interlocks and Insider Participation

	17	Nominating and Corporate Governance Committee Processes and Procedures

	18	Change in the Number of Directors

	18	Communications with Our Board of Directors

	19	Environmental, Social and Governance Highlights

	20	Hedging and Pledging Policies

21	Proposal 2 Approval, on a Non-Binding, Advisory Basis, of the Compensation of Our Named Executive Officers

22	Proposal 3 Ratification of the Appointment of Ernst & Young LLP as Our Independent Registered Public Accounting Firm

	22	Principal Accountant Fees and Services

	23	Pre-Approval Policies and Procedures

24	Audit Committee Report

25	Board and Executive Compensation

	25	2023 Director Compensation

	26	Non-Employee Director Compensation Policy

27	Executive Officers

29	COMPENSATION DISCUSSION AND ANALYSIS

	29	Overview

	29	Business Highlights

	30	Executive Summary

	30	Objectives, Philosophy and Elements of Executive Compensation

	31	How We Determine Executive Compensation

	33	Factors Used in Determining Executive Compensation

	34	2023 Executive Compensation Program

	36	Employee Stock Purchase Plan

	36	Other Features of Our Executive Compensation Program

	37	Clawbacks

	37	Policy Prohibiting Hedging and Pledging and other Stock Trading Policies

	37	Compensation and Risk Management

	38	Tax and Accounting Considerations

	38	Compensation Committee Report



ACV AUCTIONS		2024 PROXY STATEMENT AND NOTICE OF ANNUAL MEETING OF STOCKHOLDERS


40	Executive Compensation

	40	2023 Summary Compensation Table

	40	Narrative to the Summary Compensation Table and Grants of Plan-Based Awards Table

		40 Annual Base Salary

		41 Annual Performance Bonus Opportunity

		41 Equity-Based Incentive Awards

		41 Employment Arrangements

	41	2023 Grants of Plan-based Awards

	42	2023 Outstanding Equity Awards at Fiscal Year End Table

	43	2023 Option Exercises and Stock Vested

	43	Employment Arrangements

	43	2023 Potential Payments upon Termination or Change in Control

		44 Change in Control Termination

		44 Regular Termination

	45	Retirement, Welfare and Personal Benefits

	45	Equity Compensation Plan Information

	46	2023 CEO Pay Ratio Disclosure

	46	Pay Versus Performance

		48 Discussion of Compensation Actually Paid

		49 Most Important Performance Measures for FYE 2023

50	Security Ownership of Certain Beneficial Owners and Management

53	Transactions with Related Persons

	53	Policies and Procedures for Transactions with Related Persons

	53	Indemnification Agreements

	53	Employment of Family Member

	53	Banking Relationship

54	Householding of Proxy Materials

54	Annual Report on Form 10-K

55	Electronic Delivery of Future Proxy Materials

56	Other Matters

This Proxy Statement includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements may appear throughout this report, including the Letter from our Chief Executive Officer (or “CEO”), the Proxy Summary and Board and Executive Compensation. These forward-looking statements generally are identified by anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will” or “would” or the negative of these words or other similar terms or expression. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties that may cause actual results to differ materially. We describe risks and uncertainties that could cause actual results and events to differ materially in “Risk Factors,” “Quantitative and Qualitative Disclosures About Market Risk” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of our Forms 10-K and 10-Q. We undertake no obligation to update or revise publicly any forward-looking statements, whether because of new information, future events, or otherwise.



ACV AUCTIONS	2024 PROXY STATEMENT AND NOTICE OF ANNUAL MEETING OF STOCKHOLDERS	1

PROXY STATEMENT

FOR THE 2024 ANNUAL MEETING OF STOCKHOLDERS

This proxy statement (this “Proxy Statement”) is furnished in connection with the solicitation by ACV Auctions Inc. (“we,” “us,” “our,” “ACV,” “ACV Auctions,” or the “Company”) on behalf of the Board of Directors (the “Board” or the “Board of Directors”) of proxies for use at the 2024 Annual Meeting of Stockholders of the Company to be held virtually on Wednesday, May 29, 2024 at 4:00 p.m. Eastern Time, at www.proxydocs.com/ACVA (the “2024 Annual Meeting”.)

IMPORTANT NOTICE REGARDING THE INTERNET AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 29, 2024

We have elected to provide access to our proxy materials over the internet under the Securities and Exchange Commission’s (“SEC”) “notice and access” rules. We believe electronic delivery will expedite the receipt of materials and will help lower costs and reduce the environmental impact of our annual meeting materials. Accordingly, we have sent you a Notice of Internet Availability of Proxy Materials (the “Notice”).

The Notice will provide instructions as to how stockholders may access and review the proxy materials, including the Notice of Annual Meeting of Stockholders, this Proxy Statement, and the 2023 Annual Report on Form 10-K, on the website referred to in the Notice or, alternatively, how to request that a copy of the proxy materials, including a proxy card, be sent to them by mail. The Notice will also provide voting instructions. Please note that, while our proxy materials are available at the website referenced in the Notice, and our Notice of Annual Meeting of Stockholders, this Proxy Statement and the 2023 Annual Report on Form 10-K are available on investors.acvauto.com, no other information contained on either website is incorporated by reference in or considered to be a part of this document.

We intend to mail the Notice on or about April 17, 2024 to all stockholders of record entitled to vote at the Annual Meeting. The proxy materials, including the Notice of Annual Meeting of Stockholders, this Proxy Statement, and the Annual Report on Form 10-K for the year ended December 31, 2023 will be made available to stockholders on www.proxydocs.com/ACVA on the same date.

PROXY SUMMARY

This Proxy Statement provides information for stockholders of ACV, as part of the solicitation of proxies by the Company and its Board of Directors from holders of the outstanding shares of the Company’s common stock for use at the 2024 Annual Meeting.

In this section, we highlight certain information discussed in more detail in this Proxy Statement. As it is only a summary, we encourage you to read the entire Proxy Statement before voting.

ANNUAL MEETING OF STOCKHOLDERS 2024



DATE:		May 29, 2024

TIME:		4:00 p.m. Eastern Time

LOCATION:		The Annual Meeting will be held virtually. In order to attend the Annual Meeting, you must register at www.proxydocs.com/ACVA.

MAILING DATE:		The Notice of Annual Meeting of Stockholders, Proxy Statement, and proxy card are first being made available or mailed on or about April 17, 2024.

RECORD DATE:		April 3, 2024

PROPOSALS FOR STOCKHOLDER VOTING



Proposal 1: Election of the three Class III Directors named in this Proxy Statement (See page 8 for details) Proposal 2: Approval, on a non-binding, advisory basis, of the compensation of our named executive officers (See page 21 for details) Proposal 3: Ratification of Appointment of Ernst & Young LLP as our independent registered public accounting firm (See page 22 for details.)
Our Board’s Voting Recommendation: Proposal 1: Election of the three Class III Directors named in this Proxy Statement Proposal 2: Approval of NEO Compensation Proposal 3: Ratification of Appointment of Ernst & Young LLP		FOR all nominees FOR Proposal 2 FOR Proposal 3

VOTING INSTRUCTIONS

For voting instructions, please see the Voting Information section of this Proxy Statement beginning on page 4.

DIRECTOR NOMINEES

COMMITTEE MEMBERSHIPS

Name

Occupation

Age

Director

Since

Independent

Kirsten Castillo

ACV Board Member and Nominating and Governance Committee Chair

2020

Yes

René F. Jones

CEO and Chairman of the Board of M&T Bank Corporation

2020

Yes

Brian Radecki

CEO and Board Member of Rapa Therapeutics

2021

Yes

AC: Audit Committee

CC: Compensation Committee

NG: Nominating and Corporate Governance Committee

C Chair

M Member



ACV AUCTIONS	2024 PROXY STATEMENT AND NOTICE OF ANNUAL MEETING OF STOCKHOLDERS	3

BUSINESS OVERVIEW

Our mission is to build and enable the most trusted and efficient marketplace for buying and selling used wholesale vehicles with transparency and comprehensive data that was previously unimaginable.

We provide a highly efficient and vibrant marketplace platform (“marketplace platform” or “marketplace”) for wholesale vehicle transactions and data services that offer transparent and accurate vehicle information to our customers. Our marketplace platform leverages data insights and technology to power our digital marketplace and data services, enabling our dealers and commercial partners to buy, sell, and value vehicles with confidence and efficiency. Our marketplace platform is also supported by remarketing centers in various locations throughout the United States. We strive to solve the challenges that the used automotive industry has faced for generations and provide powerful technology-enabled capabilities to our dealers and commercial partners who fulfill a critical role in the automotive ecosystem. We help dealers source and manage inventory and accurately price their vehicles as well as process payments, transfer titles, manage arbitrations, and finance and arrange for transport of vehicles. Our marketplace platform encompasses:

•

Digital Marketplace. Connects buyers and sellers of wholesale vehicles in an intuitive and efficient manner. Our core digital marketplace offerings are auctions in varying formats, which facilitate real-time transactions of wholesale vehicles, and are accessible across multiple platforms including mobile apps, desktop, and directly through our application programming interface (API) integration. We also offer transportation, financing and assurance services to facilitate the entire transaction journey.

•

Remarketing Centers. Provides an additional channel to provide dealers and commercial partners with auction services. At remarketing centers, vehicles may be auctioned onsite and/or launched into the digital marketplace. Additional services are offered at remarketing centers that are important to servicing commercial partners.

•

Data Services. Offers insights into the condition and value of used vehicles for transactions both on and off our marketplace and helps dealers, their end consumers, and commercial partners make more informed decisions and transact with confidence and efficiency. We enable dealers to manage their inventory and set pricing more effectively while turning vehicles faster and maximizing profit by leveraging predictive analytics informed by artificial intelligence and market data.

•

Data and Technology. Underpins everything we do, and powers our vehicle inspections, comprehensive vehicle intelligence reports, digital marketplace, remarketing centers, inventory management software, and operations automation.

We power our marketplace with technology-driven products and value-added services that address the entire transaction journey, ranging from pre-inspection scheduling to post-auction services including title transferability verification, payment processing, financing, and transportation, and also assists in facilitating transactions both on and off our marketplace. Our comprehensive suite of products and services includes ACV Transportation, ACV Capital, and our Customer Assurance (Go Green), which help create a seamless and frictionless buying and selling experience for our customers. We also provide data services to our customers for use outside of our marketplace. Our True360 Reports are used by dealers and commercial partners to provide transparent vehicle information to potential buyers, including dealers as well as consumers. Our ACV MAX inventory management system enables dealers to accurately price their wholesale and retail inventory. More recently, we introduced ClearCar, an artificial intelligence-powered suite of tools for dealers to build and enhance their trade-in process. We believe the data and technology services enabled by our marketplace platform can bring value to the entire automotive industry and transform both wholesale and retail markets.

Our marketplace platform benefits from a virtuous cycle driven by our scaled, digital marketplace and the data and technology we leverage every day. More buyers and sellers engaging on our marketplace drives greater liquidity and increased vehicle selection, which leads to an overall better marketplace experience. This leads to scale benefits, producing more vehicle and market data that helps grow our data and technology moat. As we collect more vehicle and market data, we are able to provide more efficiency to buyers and sellers through additional products, which in turn drives greater marketplace supply and scale. For example, our data and technology enable economies of scale that improve our value-added transportation and financing services. As we continue to grow and offer more comprehensive and efficient services, our customers can further benefit from a more streamlined, simple, and consistent experience across the full used vehicle lifecycle. These reinforcing flywheel effects continuously improve our scaled, digital marketplace, remarketing centers, and data and technology for our customers, resulting in growth for our marketplace platform.

LOGO

VOTING INFORMATION

QUORUM

A quorum of stockholders is necessary to hold a valid meeting. A quorum will be present if stockholders holding a majority of the voting power of the outstanding shares of common stock entitled to vote are present at the Annual Meeting by virtual attendance or represented by proxy. As of the close of business on April 3, 2024, (“the Record Date”), there were 147,537,639 shares of Class A common stock and 17,347,458 shares of Class B common stock outstanding and entitled to vote.

Your shares will be counted towards the quorum only if you attend the Annual Meeting virtually, submit a valid proxy (or one is submitted on your behalf by your broker, bank or other nominee), or if you vote online during the Annual Meeting. Abstentions and broker non-votes will be counted towards the quorum requirement. If there is no quorum, the holders of a majority of the voting power of shares present at the Annual Meeting or represented by proxy may adjourn the Annual Meeting to another date.

RECORD DATE AND STOCKHOLDERS LIST

The Board has fixed the close of business on April 3, 2024 as the Record Date for the determination of stockholders entitled to notice of, and to vote at, the Annual Meeting. A list of stockholders of record entitled to vote at the Annual Meeting will be available for inspection by any stockholder, for any purpose germane to the meeting, during normal business hours, for a period of 10 days prior to and including the date of the Annual Meeting, at our corporate headquarters located at 640 Ellicott St., Suite 321, Buffalo, NY 14203.

STOCKHOLDERS ELIGIBLE TO VOTE

You are entitled to vote your shares at the Annual Meeting if you held your shares as of the close of business on the Record Date, April 3, 2024. Each holder of shares of our Class A common stock will have one vote per share of Class A common stock held as of the Record Date, and each holder of shares of our Class B common stock will have 10 votes per share of Class B common stock held as of the Record Date. Holders of Class B common stock hold the majority of the voting power of our common stock. The holders of the shares of our Class A common stock and Class B common stock will vote as a single class on all matters described in this Proxy Statement.

A list of our record stockholders as of the close of business on the Record Date is held on www.proxydocs.com/ACVA and will be made available to stockholders during the virtual Annual Meeting.

HOW TO VOTE

How you vote will depend on whether you are the stockholder of record or whether you are the beneficial owner of shares held in “street name.”

If, on the Record Date, your shares were registered directly in your name with our transfer agent, Computershare Trust Company, N.A., then you are a stockholder of record. As a stockholder of record, you may vote online during the Annual Meeting or by proxy in advance. Whether or not you plan to attend the Annual Meeting, we urge you to vote your shares. You may authorize that your shares be voted at the Annual Meeting in one of the following ways:



By Internet		If you received the Notice or a printed copy of the Proxy Materials, follow the instructions in the Notice or on the proxy card. Votes submitted through the internet must be received before the polls are declared closed during the 2024 Annual Meeting on May 29, 2024.
By Telephone		If you received a printed copy of the Proxy Materials, follow the instructions on the proxy card by the date indicated thereon. Votes submitted through the telephone must be received before the polls close at the 2024 Annual Meeting on May 29. 2024.
By Mail		If you received a printed copy of the Proxy Materials, complete, sign, date, and mail your proxy card in the enclosed, postage-prepaid envelope. Proxy cards submitted by mail must be received prior to the meeting to be voted at the 2024 Annual Meeting.
Online During the Annual Meeting		You may also vote online by attending the meeting through www.proxydocs.com/ACVA. To attend the Annual Meeting and vote your shares, you must register in advance for the Annual Meeting and provide the control number located on your Notice or proxy card.



ACV AUCTIONS	2024 PROXY STATEMENT AND NOTICE OF ANNUAL MEETING OF STOCKHOLDERS	5

If, on the Record Date, your shares were held not in your name, but rather in an account at a brokerage firm, bank or other similar organization, then you are the beneficial owner of shares held in “street name” and the Notice is being forwarded to you by that organization. The organization holding your account is considered to be the stockholder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you have the right to direct your broker, bank or other agent regarding how to vote the shares in your account, but you must provide such instructions by the deadline provided in the materials provided by your broker bank or other agent. You are also invited to attend the Annual Meeting. However, since you are not the stockholder of record, you may be instructed to obtain a legal proxy from your broker, bank or other nominee and to submit a copy in advance of the meeting. Further instructions will be provided to you as part of your registration process.

If you are a beneficial owner and do not instruct your broker, bank or other agent how to vote your shares, the question of whether your broker or nominee will still be able to vote your shares depends on whether, pursuant to stock exchange rules, the particular proposal is deemed to be a “routine” matter.

Brokers and nominees can use their discretion to vote “uninstructed” shares with respect to matters that are considered to be “routine,” but not with respect to “non-routine” matters. Under applicable rules and interpretations, “non-routine” matters are matters that may substantially affect the rights or privileges of stockholders, such as mergers, stockholder proposals, elections of directors (even if not contested), executive compensation, and certain corporate governance proposals, even if management supported. Accordingly, your broker or nominee may vote your shares on Proposal 3. Your broker or nominee, however, may not vote your shares on Proposal 1 or Proposal 2 without your instructions. Such an event would result in a “broker non-vote.” Please instruct your bank, broker or other agent to ensure that your vote will be counted. Please see “Counting of Votes” for additional information regarding the impact of broker non-votes on the proposals.

If you vote via the internet or by telephone, your electronic vote authorizes the named proxies in the same manner as if you signed, dated and returned your proxy card. If you vote via the internet or by telephone, do not return your proxy card.

Even if you plan to attend the Annual Meeting, we recommend that you submit your proxy or voting instructions in advance of the Annual Meeting as described above so that your vote will be counted if you later decide not to attend or are unable to attend the Annual Meeting.

CHANGING OR REVOKING YOUR VOTE

If you are a holder of record, you may revoke your proxy at any time before it is voted at the Annual Meeting by delivering written notice of revocation to the Secretary of the Company, by submitting a subsequently dated proxy by mail, telephone or the internet in the manner described above under “How to Vote,” or by attending the Annual Meeting and voting online during the Annual Meeting. Your most recent vote by proxy card, telephone, or internet or your vote online during the Annual Meeting is the one that is counted. Attendance at the Annual Meeting will not itself revoke an earlier submitted proxy. If you hold your shares in street name, you must follow the instructions provided by your broker, bank or nominee to revoke your voting instructions, or if you have obtained a legal proxy from your broker, bank or other nominee giving you the right to vote your shares at the Annual Meeting, by attending the Annual Meeting and voting in person virtually.

CHOOSING NOT TO VOTE OR VOTING WITH A BLANK PROXY CARD

If you are a stockholder of record and do not vote through the internet, by telephone, by completing the proxy card that may be delivered to you or online during the Annual Meeting, your shares will not be voted.

If you return a signed and dated proxy card or otherwise vote without marking voting selections, your shares will be voted in accordance with the recommendations of our Board of Directors: “FOR” the election of each of the three nominees for director named in this Proxy Statement; “FOR” the approval, on a non-binding, advisory basis, of the compensation of our named executive officers, and “FOR” the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024. If any other matter is properly presented at the Annual Meeting, the persons acting as proxies will vote your shares using their best judgment.

COUNTING OF VOTES

Votes will be counted by the inspector of election appointed for the Annual Meeting, who will separately count, for Proposal 1, votes “FOR,” “WITHHOLD” and broker non-votes; with respect to Proposal 2, votes “FOR,” “AGAINST,” abstentions and broker non-votes; and, with respect to Proposal 3, votes “FOR,” “AGAINST” and abstentions. Broker non-votes on Proposals 1 and 2 will have no effect and will not be counted towards the vote total for these proposals.

Votes withheld on Proposal 1 and abstentions on Proposals 2 and 3 will have no effect and will not be counted towards the vote total for these proposals.

The following table summarizes the minimum vote needed to approve each proposal and the effect of abstentions and broker non-votes.



Proposal Number	Proposal Description	Vote Required for Approval	Effect of Abstentions/ Withholds	Effect of Broker Non-Votes

1	Election of the Class III Directors named in this Proxy Statement	The three nominees receiving the most “FOR” votes will be elected	Abstentions not applicable; withheld votes will have no effect	No effect; brokers may not vote the shares if not instructed by the proxyholder, as this matter is considered “non-routine.”

2	Approval, on a non-binding, advisory basis, of the compensation of our named executive officers	Must receive “FOR” votes from the holders of shares representing a majority of the voting power of the outstanding shares of common stock present virtually or represented by proxy and voting affirmatively or negatively	No effect	No effect; brokers may not vote the shares if not instructed by the proxyholder, as this matter is considered “non-routine.”

3	Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024	Must receive “FOR” votes from the holders of shares representing a majority of the voting power of the outstanding shares of common stock present virtually or represented by proxy and voting affirmatively or negatively	No effect	Brokers may vote the shares if not instructed by the proxyholder, as this matter is considered “routine.” As a result, we do not expect broker non-votes on this proposal.

VOTING RESULTS

Preliminary voting results will be announced at the Annual Meeting. In addition, final voting results will be published in a current report on Form 8-K that we expect to file within four business days after the Annual Meeting. If final voting results are not available to us in time to file a Form 8-K within four business days after the Annual Meeting, we intend to file a Form 8-K to publish preliminary results and, within four business days after the final results are known to us, file an additional Form 8-K to publish the final results.

STOCKHOLDER PROPOSALS AND DIRECTOR NOMINATIONS FOR THE 2025 ANNUAL MEETING

To be considered for inclusion in next year’s proxy materials, your proposal must be submitted in writing by December 18, 2024, to our Secretary at 640 Ellicott Street, #321, Buffalo, New York 14203, Attention: Secretary.

Pursuant to our amended and restated bylaws, if you wish to submit a proposal (including a director nomination) at the 2025 Annual Meeting of Stockholders that is not to be included in next year’s proxy materials, you must do so not later than the close of business on February 28, 2025 nor earlier than the close of business on January 29, 2025. However, if the date of our 2025 Annual Meeting of Stockholders is not between April 29, 2025 and June 28, 2025, to be timely, notice by the stockholder must be received (A) not earlier than the close of business on the 120th day prior to the 2025 Annual Meeting of Stockholders and (B) not later than the close of business on the later of the 90th day prior to the 2025 Annual Meeting of Stockholders or the 10^th day following the day on which public announcement of the date of the 2025 Annual Meeting of Stockholders is first made. You are also advised to review our amended and restated bylaws, which contain additional requirements about advance notice of stockholder proposals and director nominations.

In addition to satisfying the advance notice provisions in our amended and restated bylaws, including the earlier notice deadlines set out above, to comply with the SEC’s universal proxy rule, stockholders who intend to solicit proxies in support of director nominees other than the Company’s nominees in compliance with Rule 14a-19 under the Exchange Act must also provide notice that sets forth the information required by Rule 14a-19 no later than March 30, 2025. If the date of the 2025 Annual Meeting of Stockholders changes by more than 30 calendar days from the date of the 2024 Annual Meeting of Stockholders, such notice must instead be provided by the later of 60 calendar days prior to the date of the annual meeting for the 10th calendar day following the public announcement by the Company of the date of the 2025 Annual Meeting of Stockholders.



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PROXY SOLICITATION COSTS

We will pay for the entire cost of soliciting proxies. In addition to these proxy materials, our directors and employees may also solicit proxies in person or by telephone, and will not be paid any additional compensation for soliciting proxies. We may also reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials to beneficial owners.

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PROPOSAL 1

ELECTION OF DIRECTORS

INFORMATION REGARDING DIRECTOR NOMINEES AND CURRENT DIRECTORS

Our Board currently consists of seven members and is divided into three classes. Each class consists, as nearly as possible, of one-third of the total number of directors, and each class has a three-year term. At each Annual Meeting of stockholders, the successors to directors whose terms then expire will be elected to serve from the time of election until the third annual meeting following their election.

Set forth below is biographical information for the director nominees and each director whose term of office will continue after the Annual Meeting. This includes information regarding each director’s experience, qualifications, attributes or skills that led our Board to recommend them for board service.

Nominees for Election at the 2024 Annual Meeting of Stockholders (Class III)



KIRSTEN CASTILLO

Director since 2020 Age 51 COMMITTEES: • Nominating and Corporate Governance (Chair)		CURRENT AND PAST POSITIONS Ms. Castillo has served as a member of our Board since October 2020, and is the Chair of our Nominating and Corporate Governance Committee. Ms. Castillo most recently served as Chief Operating Officer of GlobalTranz Enterprises, Inc. (“GlobalTranz”) from May 2017 to November 2018. She previously served as Chief Executive Officer of Logistics Planning Services (“LPS”) from September 2012 until its acquisition by GlobalTranz in May 2017. Ms. Castillo also served as Chief Operating Officer of LPS from September 2010 to September 2012. Since April 2020, Ms. Castillo has served on the board of directors of Ocugen, Inc. She has also served on the board of directors of The Marvin Companies since April 2019. Ms. Castillo holds a B.S. from the University of Minnesota and a Global Executive M.B.A. from Duke Fuqua School of Business. QUALIFICATIONS AND SKILLS We believe that Ms. Castillo is qualified to serve on our Board due to her significant business, management and leadership experience.



RENÉ F. JONES

Director since 2020 Age 59 COMMITTEES: • Audit		CURRENT AND PAST POSITIONS Mr. Jones has served as a member of our Board since October 2020. Mr. Jones currently serves as a member of our Audit Committee. Mr. Jones also serves as Chairman of the Board of Directors and Chief Executive Officer of M&T Bank Corporation (“M&T”) and its principal banking subsidiary, Manufacturers and Traders Trust Company (“M&T Bank”), positions he has held since December 2017. Mr. Jones is also a member of the Executive Committee of M&T and M&T Bank. Mr. Jones joined M&T Bank in 1992 and held a number of roles there prior to his elevation to Chairman of the Board of Directors and Chief Executive Officer, including Executive Vice President of M&T from 2006 to 2017, Chief Financial Officer of M&T and M&T Bank from 2005 to 2016 and Vice Chairman of M&T Bank from 2014 to 2017. Mr. Jones is a director and member of the Audit and Risk Committee of the Federal Reserve Bank of New York and previously served as a member of the Federal Advisory Council of the Federal Reserve Board. He serves as a steward for the Council for Inclusive Capitalism and a director of the Bank Policy Institute. Mr. Jones is also on the Board of Trustees of Boston College, a member of the UB Council of the State University of New York at Buffalo, and a director of the Pan-Massachusetts Challenge, Inc., a nonprofit that raises money for adult and pediatric cancer treatment and research. Mr. Jones holds a B.S. in management science from Boston College and an M.B.A. with concentrations in finance, organization and markets from the University of Rochester Simon School of Business. QUALIFICATIONS AND SKILLS We believe that Mr. Jones is qualified to serve on our Board due to his significant financial and leadership experience with M&T.



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BRIAN RADECKI

Director since 2021 Age 53 COMMITTEES: • Audit • Compensation		CURRENT AND PAST POSITIONS Mr. Radecki has served as a member of our Board and our Audit and Compensation Committees since February 2021. Mr. Radecki currently serves as the Founder, Chief Executive Officer and member of the board of directors of Rapa Therapeutics, a clinical stage start-up biotechnology company spun out of the National Cancer Institute in September 2017. Mr. Radecki is also an active angel investor, with investments across several industries in companies at various stages of the corporate lifecycle. From 1997 to 2016, Mr. Radecki held various senior operational and financial roles at CoStar Group Inc. (“CoStar”) including serving as its Chief Financial Officer from 2007 to 2015. While at CoStar, Mr. Radecki helped lead the company’s initial public offering in 1998, along with subsequent equity offerings and several acquisitions. Prior to joining CoStar, Mr. Radecki served as Accounting Manager at Axent Technologies, Inc. Earlier in his career, Mr. Radecki worked at Azerty, Inc. and the public accounting firm, Lumsden & McCormick, LLP, both based in Buffalo, New York. Mr. Radecki received a B.S. in business administration and a dual degree in both accounting and finance from the State University of New York at Buffalo. QUALIFICATIONS AND SKILLS We believe Mr. Radecki is qualified to serve on our Board due to his extensive experience working at public companies in senior level roles, along with his substantial investment and advisory experience as a private angel investor and significant financial expertise.

Ms. Castillo, Mr. Jones and Mr. Radecki are each currently members of our Board and have been nominated for reelection to serve as a Class III director. Each of these nominees has agreed to stand for reelection at the Annual Meeting. Our management has no reason to believe that any nominee will be unable to serve. If elected at the Annual Meeting, each of these nominees would serve until the Annual Meeting of Stockholders to be held in 2027 and until his or her successor has been duly elected, or if sooner, until the director’s death, resignation or removal.

Directors are elected by a plurality of the votes of the holders of shares present by virtual attendance or represented by proxy and entitled to vote on the election of directors. Accordingly, the three nominees receiving the highest number of “FOR” votes will be elected. Shares represented by executed proxies will be voted, if authority to do so is not withheld, for the election of the three nominees named above. If any nominee becomes unavailable for election as a result of an unexpected occurrence, shares that would have been voted for that nominee will instead be voted for the election of a substitute nominee proposed by us.

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OUR BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH CLASS III DIRECTOR NOMINEE NAMED ABOVE

Directors Continuing in Office Until the 2025 Annual Meeting of Stockholders (Class I)



GEORGE CHAMOUN

Director since 2016 Age 49 COMMITTEES: • None		CURRENT AND PAST POSITIONS Mr. Chamoun has served as our Chief Executive Officer and a member of our Board since September 2016. Prior to joining us, Mr. Chamoun held various positions at Synacor, Inc. (“Synacor”). Mr. Chamoun co-founded Synacor’s predecessor company, Chek, Inc., and served as its Chief Executive Officer from January 1998 until he led the acquisition of MyPersonal.com, Inc. in December 2000 to form Synacor. Prior to departing Synacor in September 2016, Mr. Chamoun most recently served as its President of Service Provider Sales and Marketing. In addition to his work as our Chief Executive Officer, Mr. Chamoun currently serves as chairman of Launch NY, a nonprofit organization supporting the start-up ecosystem in upstate New York. Mr. Chamoun holds a B.A. in political science from the State University of New York at Buffalo. QUALIFICATIONS AND SKILLS We believe that Mr. Chamoun is qualified to serve on our Board due to his experience building and leading our business and his insight into corporate matters as our Chief Executive Officer.



ROBERT P. GOODMAN

Director since 2017 Age 63 COMMITTEES: • Compensation (Chair)		CURRENT AND PAST POSITIONS Mr. Goodman has served as a member of our Board since February 2017 and a member of our Compensation Committee since January 2021. Mr. Goodman is a Partner at Bessemer Venture Partners, a venture capital firm which he joined in 1998, and is a Managing Member of Deer Management Co. LLC, the management company for Bessemer Venture Partners’ investment funds, including Bessemer Venture Partners IX L.P., Bessemer Venture Partners IX Institutional L.P. and 15 Angels III LLC. Prior to joining Bessemer Venture Partners, Mr. Goodman founded and served as the Chief Executive Officer of three privately held telecommunications companies. Mr. Goodman served on the board of directors of Blue Apron Holdings from November 2015 to December 2019, is currently a member of the board of directors of CS Disco, and he is or has been a member of the boards of directors of a number of other portfolio companies of Bessemer Venture Partners in the areas of software, mobile and business-to-business marketplace. Mr. Goodman holds a B.A. in Latin American studies from Brown University and an M.B.A. from Columbia University. QUALIFICATIONS AND SKILLS We believe that Mr. Goodman is qualified to serve on our Board due to his experience in working with entrepreneurial companies, particularly technology companies, and his experience as a director of both public and private companies.

Directors Continuing in Office Until the 2026 Annual Meeting of Stockholders (Class II)



BRIAN HIRSCH

Director since 2016 Age 50 COMMITTEES: • Compensation		CURRENT AND PAST POSITIONS Mr. Hirsch has served as a member of our Board since August 2016, and is a member of our Compensation Committee. He is a Co-Founder and Managing Partner of Tribeca Venture Partners (“TVP”), which he formed in 2011, where his investment interests include entrepreneurial startups and high growth companies in numerous sectors, including marketplaces, fintech, SaaS, edtech and consumer related businesses. Prior to founding TVP, Mr. Hirsch was a founder and Managing Director of Greenhill SAVP, the venture capital arm of Greenhill & Co., Inc., from 2006 to 2011. In total, Mr. Hirsch has been a venture capitalist and early-stage tech investor for over 26 years. He currently serves on the board of directors of Katapult Holdings, Inc., as well as the boards of numerous private technology companies. Mr. Hirsch holds a B.A. in economics and American studies from Brandeis University. QUALIFICATIONS AND SKILLS We believe that Mr. Hirsch is qualified to serve on our Board due to his experience providing guidance and counsel to, including serving on the boards of directors of, a wide variety of companies across different sectors including technology, as well as his experience as a venture capitalist.



EILEEN A. KAMERICK

Director since 2020 Age 65 COMMITTEES: • Audit (Chair) • Nominating and Corporate Governance		CURRENT AND PAST POSITIONS Ms. Kamerick has served as a member of our Board since March 2020 and is the chair of our Audit Committee and a member of our Nominating and Corporate Governance Committee. Ms. Kamerick is an adjunct professor at leading law schools and consults on corporate governance and financial strategy matters. Ms. Kamerick has previously served as chief financial officer at several leading companies, including Houlihan Lokey, Inc., Heidrick & Struggles International, Inc., Leo Burnett Company, Inc. and BP Amoco Americas. Ms. Kamerick currently serves on the board of directors of Associated Banc-Corp, and as an independent director for VALIC Company I, as well as the lead independent director of 18 closed-end mutual funds in the Legg Mason mutual fund complex. She previously served on the board of directors of Hochschild Mining, plc from November 2016 to June 2023 and was a trustee for the 24 AIG and Anchor Trust Funds from January 2018 until December 2021. Ms. Kamerick holds a B.A. in English literature from Boston College, and an M.B.A. and J.D. from the University of Chicago. QUALIFICATIONS AND SKILLS Ms. Kamerick’s qualifications to serve as a director of ACV and chair of our Audit Committee include her executive-level responsibilities for the financial operations of both public and private companies, her board positions on public companies, and her experience as a frequent law school lecturer on corporate governance and corporate finance. She is also a National Association of Corporate Directors Board Leadership Fellow. In addition, Ms. Kamerick has earned the National Association of Corporate Directors Directorship Certification and the CERT, Certificate in Cybersecurity Oversight. In 2022, Ms. Kamerick attended the NACD Master Class, a course designed for experienced public company board and board committee leaders. In 2022, Ms. Kamerick also was recognized as an NACD Directorship 100 honoree.



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BOARD OF DIRECTORS AND

CORPORATE GOVERNANCE

INDEPENDENCE OF OUR BOARD OF DIRECTORS

Our Class A common stock is listed on the Nasdaq Global Select Market (“Nasdaq”). Under the Nasdaq listing standards and the rules of the SEC, including Rule 10A-3(b)(1) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), a majority of the members of our Board must qualify as “independent,” as affirmatively determined by our Board.

After review in accordance with the independence standards of Nasdaq and the SEC of all relevant identified transactions or relationships between each director, and any of his or her family members, and ACV, our senior management and our independent auditors, our Board has affirmatively determined that the following six of our seven directors are independent directors within the meaning of the applicable Nasdaq listing standards: Ms. Castillo, Mr. Goodman, Mr. Hirsch, Mr. Jones, Ms. Kamerick and Mr. Radecki. The Board has also determined that each member of our standing committees is independent within the meaning of both Nasdaq’s and the SEC’s director independence standards. In making these determinations, each of our directors provided information regarding whether such director, or any member of his or her immediate family, had a direct or indirect material interest in any transaction involving ACV, or received personal benefits outside the scope of such person’s normal consideration. Mr. Chamoun is not independent due to his position as our Chief Executive Officer.

In making this determination, our Board considered the applicable listing standards and rules and the current and prior relationships that each non-employee director has with our Company and all other facts and circumstances our Board deemed relevant in determining their independence, including their beneficial ownership of our capital stock and the transactions involving them described in “Transactions with Related Persons.”

There are no family relationships among any of our directors or executive officers.

BOARD LEADERSHIP STRUCTURE

Our current Board has an independent chair, Mr. Goodman. Our Corporate Governance Guidelines provide our Board of Directors with flexibility to select the appropriate leadership structure based on the specific needs of our business and the best interests of our stockholders. If the Chairperson of the Board is not independent, the Board may appoint a Lead Independent Director upon the recommendation of the Nominating & Corporate Governance Committee, which will be a director who qualifies as independent under the applicable rules of Nasdaq.

COMPOSITION AND DIVERSITY OF OUR BOARD

Diversity

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Age Mix

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Tenure on Board

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Our Board believes that a diverse board is better able to effectively oversee our management and strategy, and position ACV to deliver long-term value for our stockholders. Our Board’s goal is to maintain a well-balanced composition that combines a variety of experiences, backgrounds, skills, and perspectives that enable the Board to guide ACV effectively in the pursuit of our strategic objectives. We seek to assemble a board that possesses the appropriate balance of professional and industry knowledge, financial expertise, diversity and high-level management experience necessary to oversee and direct our business.

To that end, we have identified and evaluated nominees in the broader context of the Board’s overall composition, with the goal of recruiting members who possess relevant expertise and experience upon which to be able to offer advice and guidance to management, have sufficient time to devote to the affairs of ACV, demonstrate excellence in their field, have the ability to exercise sound business judgment, have experience as a board member or executive officer of another publicly held company, and have the commitment to rigorously represent the long-term interests of our stockholders. To further provide a mix of experience and perspective on the Board, we also take into account diversity (including diversity of gender, ethnic background and country of origin), skills and such other factors that we deem appropriate to maintain a balance of knowledge, experience and capability on the Board.

BOARD DIVERSITY



Board Diversity Matrix (As of April 17, 2024)
Total Number of Directors	7

	Female	Male
Part I: Gender Identity
Directors	2	5
Part II: Demographic Background
African American or Black		1
White	2	4

ROLE OF THE BOARD OF DIRECTORS IN RISK OVERSIGHT

One of the key functions of our Board is informed oversight, rather than direct management of the risk management process that our management is responsible for. As such, our Board has an active role, as a whole and also at the committee level, in overseeing management of company risk. Our Board administers this oversight function directly through the Board as a whole, as well as through various standing committees of the Board that address risks inherent in their respective areas of oversight. In particular, our Board monitors and assesses strategic risk exposure, including the nature and degree of risk our Company faces.

While our full Board has overall responsibility for risk oversight, it has delegated oversight of certain risks to its committees. Our Audit Committee oversees management of our financial risk exposures and the steps our management has taken to monitor and control these exposures. Furthermore, our Audit Committee oversees risks associated with cyber and information security, competition and regulation, conflicts of interest, and mitigation of such risks. Our Audit Committee also oversees the performance of our internal audit function. The Compensation Committee of the Board is responsible for overseeing the management of risks relating to and arising from the Company’s compensation plans and arrangements, which includes evaluating succession plans for our executive officers. The Nominating & Corporate Governance Committee oversees the composition of our Board and development of our directors, oversees the management of risks relating to environmental, social and governance (“ESG”) policies, practices, disclosures and reporting, and evaluates the adequacy of our corporate governance practices and reporting.

At periodic meetings of our Board and its committees, management reports to and seeks guidance from our Board and its committees with respect to the most significant risks that could affect our business, such as legal risks, cybersecurity, and financial, tax and audit-related risks. In addition, among other matters, management provides our Audit Committee periodic reports on our risk programs and investment policy and practices.

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ALL DIRECTORS

ATTENDED

100%

OF THE MEETINGS

OF THE

COMMITTEES ON WHICH

THEY SERVED DURING

2023.

MEETINGS OF THE BOARD OF DIRECTORS AND ITS COMMITTEES

Our Board meets periodically during the year to review significant developments affecting us and to act on matters requiring the approval of our Board. Our Board met six (6) times during the year ended December 31, 2023. With respect to the committees of our Board, the Audit Committee met eight (8) times during the year ended December 31, 2023, the Compensation Committee met five (5) times and the Nominating and Corporate Governance Committee met four (4) times. During the year ended December 31, 2023, each director attended 100% of committee meetings on which he or she served and all of our directors attended 100% of Board meetings (other than one director who missed one Board meeting). We encourage our directors and nominees for director to attend our Annual Meeting of Stockholders. All but one of our directors then serving attended the 2023 Annual Meeting of Stockholders.

INFORMATION REGARDING COMMITTEES OF THE BOARD OF DIRECTORS

Our Board has established a standing Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee. Our Board may establish other committees to facilitate the management of our business. Our Board has adopted a written charter for each of our committees, which are available to stockholders on our investor relations website at investors.acvauto.com.

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The following table provides membership information for each of the standing committees of our Board:


Name	Audit	Compensation	Nominating and Corporate Governance

George Chamoun

Kirsten Castillo			C

Robert P. Goodman		C

Brian Hirsch		M

René F. Jones	M

Eileen A. Kamerick	C F		M

Brian Radecki	M F	M

C Chair

M Member

F Financial Expert and Member

Our Board has determined that each member of each standing committee meets the applicable Nasdaq rules and regulations regarding “independence” and each member is free of any relationship that would impair his or her individual exercise of independent judgment with regard to us.

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BOARD COMMITTEES

Our Board has three standing committees: the Audit Committee, the Compensation Committee, the Nominating and Corporate Governance Committee.



		AUDIT COMMITTEE

		Committee Members: • Eileen A. Kamerick (Chair) • René F. Jones • Brian Radecki		Our Audit Committee consists of Mr. Jones, Ms. Kamerick and Mr. Radecki. Our Board has determined that each member of our Audit Committee satisfies the independence requirements under the listing standards of Nasdaq and Rule 10A-3(b)(1) of the Exchange Act. The chair of our Audit Committee is Ms. Kamerick. Our Board has det

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SEC Form DEF 14A filed by ACV Auctions Inc.