DEF 14A 1 ny20001773x1_def14a.htm DEF14A

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. )

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Filed by a Party other than the Registrant ☐

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☐	Preliminary Proxy Statement
☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒	Definitive Proxy Statement
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☐	Soliciting Material under §240.14a-12


IAA, 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):

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☐			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.

May 2, 2022

DEAR FELLOW STOCKHOLDER

Our Board and management team are energized and aligned in the execution of the Company’s growth strategy and the steps we’re taking to drive enhanced value for our customers and stockholders. Despite some share loss and the continued challenges of navigating through the COVID-19 pandemic and Hurricane Ida throughout this past year, we made significant progress on our key strategic and financial objectives, including:

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Continued to strengthen our buyer base;

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Gained new supply side customers and renewed and expanded other key accounts;

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Enhanced our digital platform with additional products and services to better serve our buyer and seller customers;

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Improved efficiencies and reduced costs through the deployment of innovative processes and technology; and

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Expanded internationally into attractive markets.

During 2021, we also announced several acquisitions that affirm our commitment to serving our domestic and global customers and create additional opportunities for growth. In addition, in September 2021, we appointed Susan Healy as our CFO, who we believe will be instrumental in advancing our strategic direction and executing on our financial objectives.

As part of our growth strategy, we are focused on making a meaningful impact toward a circular economy and incorporating environmental, social and governance (ESG) priorities into our strategic roadmap. Last year, we published our first corporate sustainability report and have tasked our Risk & Sustainability Committee with responsibility for overseeing our progress on sustainability priorities as we continue to align ourselves with international ESG reporting frameworks, make progress on carbon emission reduction goals, foster diversity, equity and inclusion throughout our organization and build partnerships with a diverse set of stakeholders.

As part of our commitment to strong corporate governance practices, we are close to completing the board declassification process. The six director nominees up for election this year will serve a one-year term and, beginning with our 2023 annual meeting of stockholders, all of our directors will stand for re-election annually.

As an IAA stockholder, you are being asked to vote on three proposals at this year’s annual meeting of stockholders, which will be held virtually again this year. Your vote matters and we strongly encourage you to vote your shares, which you may do in advance of the meeting.

We have a diverse Board with a variety of backgrounds and areas of expertise, which we believe is important in evaluating the strategic opportunities and challenges we face as a company. It is an honor to serve on the IAA Board with a group of individuals who are highly engaged and committed to creating value for our stockholders.

Thank you again for your continued support of and confidence in IAA.

Sincerely,

John P. Larson

Chairman of the Board

Two Westbrook Corporate Center, Suite 500

Westchester, Illinois 60154

Date and Time:		9:00 a.m., Eastern Daylight Time, on June 15, 2022
Place:		Online at www.cesonlineservices.com/iaa22_vm
Admission:		To attend the Annual Meeting as a stockholder and have the ability to vote and/or submit a question during the Annual Meeting, you will need to pre-register by 9:00 a.m. Eastern Daylight Time on June 14, 2022. Please see “Virtual Annual Meeting” on the following page for additional information.
Items of Business:		Proposal No. 1: To elect each of the six director nominees named in this Proxy Statement to the Board of Directors to serve until our 2023 annual meeting of stockholders and until their respective successors are elected and qualified. Proposal No. 2: To approve, on an advisory basis, the compensation of our named executive officers. Proposal No. 3: To ratify the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending January 1, 2023. To transact any other business as may properly come before the meeting or any adjournments or postponements thereof.
Record Date:		You are entitled to notice of, and to vote at, the 2022 annual meeting if you were a stockholder of record at the close of business on April 18, 2022.
Voting by Proxy:		Whether or not you plan to virtually attend the 2022 annual meeting, please vote at your earliest convenience by following the instructions in the proxy card or voting instruction form that accompanied your proxy materials so that your shares can be voted at the 2022 annual meeting in accordance with your instructions.
Stockholder List:		A list of stockholders as of the record date for the 2022 annual meeting may be accessed during the virtual annual meeting at www.cesonlineservices.com/iaa22_vm.

		On Behalf of the Board of Directors,


	May 2, 2022	J. Sidney Peryar
	Westchester, Illinois	Executive Vice President,
		Chief Legal Officer & Secretary

The 2022 annual meeting of stockholders (the “Annual Meeting”) will be a completely virtual meeting of stockholders, which will be conducted through a live audio-webcast at www.cesonlineservices.com/iaa22_vm, and will provide stockholders who pre-register for the Annual Meeting with the ability to participate in the Annual Meeting, vote their shares and ask questions.

BENEFITS OF A VIRTUAL ANNUAL MEETING

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We believe a virtual-only meeting format facilitates stockholder attendance and participation by enabling all stockholders the opportunity to participate fully, equally and without cost, using an Internet-connected device from any location around the world. In addition, the virtual-only meeting format increases our ability to engage with all stockholders, regardless of size, resources or physical location and enables us to protect the health and safety of all attendees.

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Stockholders of record and beneficial owners as of April 18, 2022 (the “Record Date”) who pre-register for the Annual Meeting, will have the ability to submit questions directly to our management and Board of Directors and vote electronically at the Annual Meeting via the virtual-only meeting platform, with procedures designed to ensure the authenticity and correctness of your voting instructions.

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We believe that the virtual-only meeting format will give stockholders the opportunity to exercise the same rights as if they had attended an in-person meeting and believe that these measures will enhance stockholder access and encourage participation and communication with our Board of Directors and management.

ATTENDANCE AND VOTING AT THE VIRTUAL ANNUAL MEETING

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All stockholders of our common stock as of the Record Date may attend the Annual Meeting at www.cesonlineservices.com/iaa22_vm. To attend the Annual Meeting as a stockholder and have the ability to vote and/or submit a comment or question during the Annual Meeting, you will need to pre-register by 9:00 a.m. Eastern Daylight Time on June 14, 2022.

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If you were a stockholder as of the Record Date, you may vote shares held in your name as the stockholder of record or shares for which you are the beneficial owner but not the stockholder of record electronically during the Annual Meeting through the online virtual annual meeting platform by following the instructions provided when you log in to the online virtual annual meeting platform. If you hold your shares of common stock in street name and intend to vote during the Annual Meeting, you must obtain a legal proxy from the broker, bank or other nominee that holds your shares giving you the right to vote the shares at the Annual Meeting.

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On the day of the Annual Meeting, Wednesday, June 15, 2022, stockholders may begin to log in to the virtual-only Annual Meeting beginning at 8:30 a.m., Eastern Daylight Time, and the Annual Meeting will begin promptly at 9:00 a.m., Eastern Daylight Time. Please allow ample time for online login.

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Once your registration is validated, you will receive a confirmation email with instructions for accessing the Annual Meeting. The confirmation email will also contain contact information for technical support or any other questions you have on how to participate in the Annual Meeting.

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Please be aware that you must bear any costs associated with your Internet access, such as usage charges from Internet access providers and telephone companies.

PRE-REGISTER TO ATTEND THE VIRTUAL ANNUAL MEETING

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In order to attend the Annual Meeting, you will need to pre-register by 9:00 a.m. Eastern Daylight Time on June 14, 2022.

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Stockholder of Record. Stockholders of record as of the Record Date may register to participate in the Annual Meeting remotely by visiting the website www.cesonlineservices.com/iaa22_vm. Please have your proxy card containing your control number available and follow the instructions to complete your registration request. After registering, stockholders will receive a confirmation email with a link and instructions for accessing the virtual Annual Meeting.

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Beneficial Owner. Stockholders whose shares are held through a broker, bank or other nominee as of the Record Date may register to participate in the Annual Meeting remotely by visiting the website www.cesonlineservices.com/iaa22_vm. Please have your voting instruction form containing your control number available and follow the instructions to complete your registration request. After registering, stockholders will receive a confirmation email with a link and instructions for accessing the virtual Annual Meeting.

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Please verify that you have received the confirmation email in advance of the Annual Meeting, including the possibility that it may be in your spam or junk folder. You must pre-register to vote and/or submit a question during the Annual Meeting.

QUESTIONS AT THE VIRTUAL ANNUAL MEETING

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Stockholders will have the opportunity to submit questions beginning at 8:30 a.m. Eastern Daylight Time on the date of the Annual Meeting by following the instructions on the virtual-only Annual Meeting platform. Questions will be limited to one per stockholder unless time otherwise permits.

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Following the presentation of all proposals at the Annual Meeting, we will spend up to 15 minutes answering as many stockholder-submitted questions that comply with the meeting rules of conduct, which will be posted on the online virtual annual meeting platform. We will publish answers to appropriate questions submitted in accordance with the Annual Meeting rules of conduct with answers, including those questions which were not addressed directly during the Annual Meeting due to time constraints, on our investor relations website at https://investors.iaai.com/ soon after the Annual Meeting. If we receive substantially similar questions, we will group such questions together and provide a single response to avoid repetition.

YOU WILL NOT BE ABLE TO ATTEND THE ANNUAL MEETING IN PERSON.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Proxy Statement contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. In particular, statements made herein that are not historical facts may be forward-looking statements and can be identified by words such as “should,” “may,” “will,” “anticipates,” “expects,” “intends,” “plans,” “believes,” “seeks,” “estimates” and similar expressions. Such statements include, among others, statements regarding the impact of COVID-19 on our business; our future growth and ability to execute on our growth strategy; our ability to execute on our margin expansion plan; and the benefits expected to be achieved from our recent acquisitions. Such statements are based on management’s current expectations, are not guarantees of future performance and are subject to risks and uncertainties that could cause actual results to differ materially from the results projected, expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to: the loss of one or more significant vehicle seller customers or a reduction in significant volume from such sellers; our ability to meet or exceed customers’ demand and expectations; significant current competition and the introduction of new competitors or other disruptive entrants in our industry; the risk that our facilities lack the capacity to accept additional vehicles and our ability to obtain land or renew/enter into new leases at commercially reasonable rates; our ability to effectively maintain or update information and technology systems; our ability to implement and maintain measures to protect against cyberattacks and comply with applicable privacy and data security requirements; our ability to successfully implement our business strategies or realize expected cost savings and revenue enhancements, including from our margin expansion plan; business development activities, including acquisitions and the integration of acquired businesses, and the risks that the anticipated benefits of any acquisitions may not be fully realized or take longer to realize than expected; our expansion into markets outside the U.S. and the operational, competitive and regulatory risks facing our non-U.S. based operations; our reliance on subhaulers and trucking fleet operations; changes in used-vehicle prices and the volume of damaged and total loss vehicles we purchase; economic conditions, including fuel prices, commodity prices, foreign exchange rates and interest rate fluctuations; trends in new- and used-vehicle sales and incentives; uncertainties regarding ongoing surges of COVID-19 infections, including new more contagious and / or vaccine-resistant variants, and the impact on the duration and severity of the COVID-19 pandemic, and the measures taken to reduce its spread, including the availability, rate of public acceptance and efficacy of COVID-19 vaccines; and other risks and uncertainties identified in our filings with the Securities and Exchange Commission (the “SEC”), including those discussed in Item 1A “Risk Factors” of our Annual Report on Form 10-K for the year ended January 2, 2022 (the “2021 Annual Report”), filed with the SEC on February 28, 2022, as such risk factors may be amended, supplemented or superseded from time to time by other reports we file with the SEC, including subsequent Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q. Many of these risk factors are outside of our control, and as such, they involve risks which are not currently known that could cause actual results to differ materially from those discussed or implied herein. The forward-looking statements in this Proxy Statement are made as of the date on which they are made and we do not undertake to update our forward-looking statements.

WEBSITE REFERENCES

Throughout this Proxy Statement, we make references to additional information available on our corporate website at www.iaai.com or https://investors.iaai.com/. All references to our website are provided for convenience only and the content on our website does not constitute a part of this Proxy Statement and is not deemed incorporated by reference into this Proxy Statement or any other public filing made with the SEC.

PROXY STATEMENT SUMMARY	8
ANNUAL MEETING OF STOCKHOLDERS	8
ITEMS TO BE VOTED ON AT THE ANNUAL MEETING OF STOCKHOLDERS	8
BOARD OF DIRECTORS (PAGES 13 – 20)	9
2021 BUSINESS HIGHLIGHTS	10
CORPORATE GOVERNANCE HIGHLIGHTS (PAGES 21 – 26)	11
BOARD COMPOSITION	11
EXECUTIVE COMPENSATION (PAGES 35 – 58)	12

PROPOSAL NO. 1: ELECTION OF DIRECTORS	13
GENERAL	13
BOARD QUALIFICATIONS AND DIVERSITY	14
SKILLS AND EXPERTISE	14
DEMOGRAPHIC BACKGROUND	14
INFORMATION REGARDING DIRECTORS AND DIRECTOR NOMINEES	15
VOTE STANDARD	20

BOARD OF DIRECTORS STRUCTURE AND CORPORATE GOVERNANCE	21
ROLE OF THE BOARD OF DIRECTORS	21
BOARD LEADERSHIP STRUCTURE	21
BOARD OF DIRECTORS MEETINGS AND ATTENDANCE	21
COMMITTEES OF THE BOARD OF DIRECTORS	22
BOARD OF DIRECTORS’ RISK OVERSIGHT	24
CORPORATE GOVERNANCE DOCUMENTS	25
SELECTION OF NEW DIRECTORS; STOCKHOLDER RECOMMENDED DIRECTOR CANDIDATES	25
BOARD EVALUATION PROCESS	26
SUCCESSION PLANNING	26
STOCKHOLDER COMMUNICATIONS WITH THE BOARD	26
EXECUTIVE SESSIONS	26

CORPORATE RESPONSIBILITY, ENVIRONMENTAL AND SUSTAINABILITY	27
COMMITMENT TO THE ENVIRONMENT	27
COMMITMENT TO SOCIAL RESPONSIBILITY	28

DIRECTOR COMPENSATION	29
CASH AND STOCK RETAINERS	29
DIRECTORS DEFERRED COMPENSATION PLAN	29
DIRECTOR STOCK OWNERSHIP AND HOLDING GUIDELINES	30
DIRECTOR COMPENSATION PAID IN 2021	30
OUTSTANDING DIRECTOR RESTRICTED STOCK AWARDS	31

BENEFICIAL OWNERSHIP OF THE COMPANY’S COMMON STOCK	32
DELINQUENT SECTION 16(a) REPORTS	32

EXECUTIVE OFFICERS	33

PROPOSAL NO. 2: ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS	34
GENERAL	34
VOTE STANDARD	34

COMPENSATION DISCUSSION AND ANALYSIS	35
OVERVIEW	35
EXECUTIVE SUMMARY	35
COMPENSATION PHILOSOPHY AND OBJECTIVES	38

THE ROLE OF THE COMPENSATION COMMITTEE AND THE EXECUTIVE OFFICERS IN DETERMINING EXECUTIVE COMPENSATION	38
ELEMENTS USED TO ACHIEVE COMPENSATION PHILOSOPHY AND OBJECTIVES		40
COMPENSATION POLICIES AND OTHER INFORMATION		48

COMPENSATION COMMITTEE REPORT		50

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION		50

ANALYSIS OF RISK IN THE COMPANY’S COMPENSATION STRUCTURE		50

SUMMARY COMPENSATION TABLE FOR 2021		51

GRANTS OF PLAN-BASED AWARDS FOR 2021		52

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2021		53

OPTION EXERCISES AND STOCK VESTED DURING FISCAL YEAR 2021		55

POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL TABLE		56

CEO PAY RATIO		58

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS		59
EMPLOYMENT AGREEMENTS WITH NAMED EXECUTIVE OFFICERS		59

PROPOSAL NO. 3: RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		61
GENERAL		61
VOTE STANDARD		61

REPORT OF THE AUDIT COMMITTEE		62

FEES PAID TO KPMG LLP		63
POLICY ON AUDIT COMMITTEE PRE-APPROVAL OF AUDIT AND PERMISSIBLE NON-AUDIT SERVICES OF KPMG		63

CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS		64

PROPOSALS AND NOMINATIONS FOR 2023 ANNUAL MEETING OF STOCKHOLDERS		65
STOCKHOLDER PROPOSALS FOR INCLUSION IN PROXY MATERIALS		65
NOMINATIONS OF DIRECTOR CANDIDATES AND STOCKHOLDER PROPOSALS NOT INTENDED FOR INCLUSION IN PROXY MATERIALS		65

QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND THE ANNUAL MEETING		66

GENERAL INFORMATION		69

OTHER MATTERS		69

APPENDIX A – RECONCILIATION OF ADJUSTED EBITDA		A-1

This section highlights information about IAA, Inc. (“we,” “our,” “us,” “IAA” or the “Company”) and our Board of Directors (the “Board”) that is contained elsewhere in this Proxy Statement. This section does not contain all of the information that you should consider and you should read the entire Proxy Statement before voting.

ANNUAL MEETING OF STOCKHOLDERS

Date and Time:

9:00 a.m., Eastern Daylight Time, on June 15, 2022

Location:

Online at www.cesonlineservices.com/iaa22_vm

Record Date:

Stockholders of record as of the close of business on April 18, 2022 are entitled to notice of and to vote at the Annual Meeting

ITEMS TO BE VOTED ON AT THE ANNUAL MEETING OF STOCKHOLDERS

Proposal		Our Board’s Recommendation	Page
1.	Election of each of the six director nominees named in this Proxy Statement to the Board to serve until our 2023 annual meeting of stockholders and until their respective successors are duly elected and qualified.	FOR each director nominee	13
2.	Approval, on an advisory basis, of the compensation of our named executive officers.	FOR	34
3.	Ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending January 1, 2023.	FOR	61

IMPORTANT NOTICE REGARDING INTERNET AVAILABILITY OF PROXY MATERIALS

This Proxy Statement and our 2021 Annual Report are available on the Internet at www.proxyvote.com. These materials are also available on our corporate website at https://investors.iaai.com/. You are encouraged to access and review all of the important information contained in our proxy materials before voting.

BOARD OF DIRECTORS (PAGES 13 – 20)

Name	Age	Director Since	Independent	Primary Occupation	Committee Membership*
John P. Larson	59	2019	Yes	Chairman of the Board of IAA, Inc. and Chief Executive Officer of Bestop, Inc.	— ⁽¹⁾
Brian Bales	59	2019	Yes	Executive Vice President and Chief Development Officer of Republic Services, Inc.	RSC (Chair), AC
Bill Breslin	72	2019	Yes	Founder and Chief Executive Officer of Wenonah Consulting	CC, NCGC
Gail Evans	62	2020	Yes	Executive Vice President, Chief Digital and Technology Officer of Disney Parks, Experiences and Products, Inc.	CC, RSC
Sue Gove	63	2019	Yes	President of Excelsior Advisors, LLC	AC (Chair), RSC
Lynn Jolliffe	70	2019	Yes	Chief Executive Officer of Jolliffe Solutions, Inc.	CC (Chair), AC, NCGC
Peter Kamin	60	2019	Yes	Founder and Managing Partner of 3K Limited Partnership	NCGC (Chair), AC
Olaf Kastner	66	2019	Yes	Former Regional President and Chief Executive Officer for China for the BMW Group	CC, RSC
John W. Kett	58	2019	No	Chief Executive Officer and President of IAA, Inc.	—

* AC=Audit Committee; CC=Compensation Committee; NCGC=Nominating & Corporate Governance Committee; RSC=Risk & Sustainability Committee

1.	Mr. Larson generally attends all committee meetings as an ex-officio member.

As previously announced, our Board has appointed Michael Sieger, an independent director, to the Board effective immediately following the Annual Meeting. Mr. Sieger, 60, served as Claims President at The Progressive Corporation from 2015 until his retirement in January 2022.

2021 BUSINESS HIGHLIGHTS

For the year ended January 2, 2022, we delivered another year of strong performance, with record levels of revenue, operating income, net income and Adjusted EBITDA, despite the continuing impact from the COVID-19 pandemic. We continued to enhance our technology and data analytics and also continued to increase our global buyer network, all of which helped to increase proceeds per vehicle. We also completed the acquisition of SYNETIQ, LTD., which expanded our presence in the U.K. Specific highlights for fiscal 2021 included (dollars in millions; percentage increases compared to fiscal 2020).

* Adjusted EBITDA is a non-GAAP measure and is defined and reconciled to the most comparable GAAP measure, net income, in Appendix A.

CORPORATE GOVERNANCE HIGHLIGHTS (PAGES 21 – 26)

We are committed to high standards of ethical and business conduct and strong corporate governance practices. This commitment is highlighted by the practices described below as well as the information contained on the “Governance” section of our website at https://investors.iaai.com/governance.

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Majority Voting: We maintain a majority voting standard for uncontested director elections with a policy for directors to tender their resignation should a majority of the votes cast not be in their favor.

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Director and Committee Independence: Eight of our nine directors are independent, and all committees of our Board are comprised entirely of independent directors.

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Independent Chairman: We have an independent Chairman of the Board who presides over the executive sessions of the independent directors and serves as the principal liaison between the independent directors and the Company’s Chief Executive Officer.

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Board Diversity: One-third of our Board is comprised of women, including one diverse director who self-identifies as Black / African American, and two of the standing committees of our Board are chaired by female directors.

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Executive Leadership Diversity: One of our named executive officers is female.

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Low Average Tenure: Seven of our nine directors joined our Board on or after we became a publicly traded standalone company in June 2019.

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Phase-in of Board Declassification: The six director nominees up for election at the Annual Meeting will be elected for a one-year term; full Board declassification by the 2023 annual meeting of stockholders.

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No Supermajority Vote Requirements: Our stockholders are able to amend our Certificate of Incorporation and Bylaws by a simple majority vote.

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Dedicated Board Oversight of Risk and E&S Matters: A dedicated Board committee is responsible for overseeing our enterprise risk management program, including cybersecurity risk, and the development of our strategies for environmental, social and sustainability matters, including risks and opportunities related to climate change.

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Annual Board and Committee Evaluations: The Board and each committee evaluates its performance each year.

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Executive Sessions: Our independent directors meet in executive session at each regularly scheduled Board meeting.

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Annual Management and CEO Evaluation and Succession Planning: Our Board conducts an annual evaluation and review of our CEO and each executive officer’s performance, development and succession plan.

BOARD COMPOSITION

The following provides a snapshot of the composition of our Board:

EXECUTIVE COMPENSATION (PAGES 35 – 58)

We adopted a compensation program structured to achieve a close connection between executive pay and Company performance. For more information regarding our named executive officer compensation, see “Compensation Discussion and Analysis” and the compensation tables that follow.

WHAT WE DO

● Pay for performance: Our annual incentive program is 100% performance based and our equity incentive program is heavily performance-based. Our annual long-term equity grants in 2021 consisted of at least 50% performance-based stock units (“PRSUs”).

● Independent compensation committee: All of the members of our Compensation Committee are independent under New York Stock Exchange (“NYSE”) rules.

● Independent compensation consultant: The Compensation Committee retains its own independent compensation consultant to evaluate and review our executive compensation program and practices.

● Maximum payout caps: The Compensation Committee sets maximum amounts that may be payable for annual cash incentive compensation and PRSUs.

● Clawback policy for financial misconduct: Our clawback policy provides for the recovery and cancellation of incentive compensation of an executive officer in the event we are required to prepare an accounting restatement due to such executive officer’s intentional misconduct.

● Severance benefits for qualifying termination: Severance benefits for a termination without a change in control are two times base

salary and target bonus for the CEO and 1.5 times base salary and target bonus for the CFO, President, U.S. Operations, and CLO, and one times base salary and target bonus for other executive officers. Change in control severance benefits are three times base salary and target bonus for the CEO and 2.5 times base salary and target bonus for the CFO, President, U.S. Operations, and CLO, and 1.5 times base salary and target bonus for other executive officers.

● “Double-trigger” vesting provisions in equity award agreements: For all IAA equity grants, accelerated vesting of assumed or replaced equity awards upon a change in control of the Company is only permitted if an executive experiences a qualifying termination of employment in connection with or following such change in control.

● Robust equity ownership requirements: We have stock ownership guidelines that are applicable to our executive officers. The stock ownership guideline for our CEO is five times his annual base salary, and the CEO currently holds greater than five times his annual base salary. The stock ownership guideline for our other named executive officers is three times their annual base salary. All executive officers are required to hold 50% of vested shares, net of taxes, until stock ownership guidelines are met.

WHAT WE DON’T DO

● Provide excessive perquisites: We provide a limited number of perquisites that are designed to attract and retain highly qualified executives.

● Maintain a defined benefit pension plan: We do not maintain a defined benefit pension plan for our executive officers.

● Allow hedging or pledging of the Company’s securities: We prohibit hedging, pledging and short sales of Company stock by our directors and executive officers.

● Reprice stock options: Stock option exercise prices are set equal to the grant date market price and cannot be repriced or discounted without stockholder approval.

GENERAL

Our Board currently consists of nine directors. Beginning last year, we commenced the phased-in declassification of our Board. Accordingly, beginning at last year’s annual meeting of stockholders, directors whose terms expire at the annual meeting at which they are to be elected will stand for election for a one-year term and until their respective successors are duly elected and qualified. The term of each director elected to our Board at last year's annual meeting of stockholders and of the directors previously elected or appointed to our Board as Class II directors for a term ending in 2022 expire at this year's Annual Meeting. From and after the 2023 annual meeting of stockholders, the Board will no longer be classified and each director will stand for election annually.

The current term in office of members of our Board is divided as follows:

Directors with terms expiring at the		Class I directors with terms expiring at the
Annual Meeting		2023 annual meeting of stockholders
Brian Bales		Lynn Jolliffe
Bill Breslin		Peter Kamin
Gail Evans		John W. Kett
Sue Gove
Olaf Kastner
John P. Larson

On the recommendation of our Nominating & Corporate Governance Committee (the “Nominating Committee”), the Board has nominated each of Bill Breslin, Brian Bales, Gail Evans, Sue Gove, Olaf Kastner and John P. Larson to be elected as directors at the Annual Meeting. If elected, the six directors will serve for one-year terms expiring at the 2023 annual meeting of stockholders and until their respective successors are duly elected and qualified.

Bill Breslin, Brian Bales, Gail Evans, Sue Gove, Olaf Kastner and John P. Larson have each consented to being named in this Proxy Statement and to serve as a director if elected. We have no reason to believe that any of Messrs. Breslin, Bales, Kastner or Larson, or Mses. Evans or Gove, will be unable or unwilling for good cause to serve if elected. In the event Messrs. Breslin, Bales, Kastner or Larson, or Mses. Evans or Gove is unable for any reason or unwilling for good cause to serve at the time of the Annual Meeting, the persons who are designated as proxy holders may exercise discretionary authority to vote for a substitute nominee selected by our Board or our Board may reduce the number of directors on the Board.

DIRECTOR INDEPENDENCE

The Board is responsible for determining the independence of our directors. Under NYSE rules, a director qualifies as independent if the Board affirmatively determines that the director has no material relationship with us (either directly or as a partner, stockholder or officer of an organization that has a relationship with us). While the focus of the inquiry is independence from management, the Board is required to broadly consider, and did so consider, all relevant facts and circumstances in making its independence determinations. Based upon its evaluation, our Board has affirmatively determined that each of Messrs. Bales, Breslin, Kamin, Kastner and Larson and Mses. Evans, Gove and Jolliffe is an independent director in accordance with applicable NYSE rules. Mr. Kett is not an independent director due to his service as our Chief Executive Officer. In making its independence determination with respect to Mr. Breslin, our Board considered that Mr. Breslin is (i) a Manager of, and holds a less than 1.0% ownership interest in, Buckle TPA, LLC, a claims administrator that sells salvage vehicles to IAA in the ordinary course of business and that received aggregate payments from IAA during fiscal 2021 that totaled less than $120,000 of such entity’s total revenue for 2021; and (ii) a member of the board of managers of Summit TopCo GP, LLC Classic Collision, a provider of automobile repair services to which IAA periodically pays advanced charges on behalf of IAA’s customers in the ordinary course of business that totaled less than 0.01% of such entity’s total revenue for 2021.

BOARD QUALIFICATIONS AND DIVERSITY

The Nominating Committee and the Board believe that diversity along multiple dimensions, including opinions, skills, perspectives, personal and professional experiences, and other differentiating characteristics, is an important element of its nomination recommendations. The Nominating Committee has not identified any specific minimum qualifications which must be met for a person to be considered as a candidate for director. However, as detailed in both the Nominating Committee Charter and the Corporate Governance Guidelines, Board candidates are selected based upon various criteria including experience, skills, expertise, diversity, personal and professional integrity, character, business judgment, time availability in light of other commitments, dedication, absence of conflicts of interest and such other relevant factors that the Nominating Committee considers appropriate in the context of the needs of the Board. All candidates are considered in light of the needs of the Board with due consideration given to the foregoing criteria. Although the Board does not have a formal diversity policy, the Nominating Committee and Board review these factors, including diversity of gender, race, ethnicity, age, cultural background and professional experience, in considering candidates for Board membership.

We believe each of our directors makes unique, valuable and substantial contributions to the Board. The following matrix provides information regarding the members of the Board, including certain types of knowledge, skills and experience that the Board believes are relevant to our business. The diversity of knowledge, skill, experience and attributes of our directors, collectively, lends itself to a highly collaborative and effective Board.

Skills and Expertise
	Brian Bales	Bill Breslin	Gail Evans	Sue Gove	Lynn Jolliffe	Peter Kamin	Olaf Kastner	John Kett	John Larson
Salvage Auto Auction / Automotive Industry Experience		●		●	●	●	●	●	●
CEO/Executive Management Experience				●		●		●	●
M&A Experience	●		●	●	●	●		●	●
Financial Expertise	●			●	●	●		●	●
Capital Markets/Capital Allocation & Investor Relations	●			●		●			●
Software, Technology and Social Media/ Digital			●		●		●
Global Experience			●		●		●
Commercial Real Estate	●
Public Company Board Experience				●	●	●			●
Environmental & Sustainability Experience; Climate-Related Risk Management	●						●
Risk Oversight	●		●	●				●	●
Strategic Planning	●	●	●	●	●		●	●	●
Stockholder Perspective						●
Talent Management/Human Resources	●	●	●	●	●	●	●	●	●

Demographic Background
Age	59	72	62	63	70	60	66	58	59
Gender	M	M	F	F	F	M	M	M	M
Racially/Ethnically Diverse			●

INFORMATION REGARDING DIRECTORS AND DIRECTOR NOMINEES

The following information is furnished with respect to each of our six director nominees, as well as our three continuing directors. The information is current as of the date of this Proxy Statement.

Each of Gail Evans, Sue Gove and John Larson are standing for election to our Board for the first time since we became an independent, publicly-traded company upon our separation (the “Spin-Off”) from KAR Auction Services, Inc. (“KAR”) on June 28, 2019. Mr. Larson was a director on KAR’s board of directors prior to the Spin-Off. After the Spin-Off, Mr. Larson left the board of KAR and became the Chairman of the Board of IAA. Ms. Gove was selected by KAR (after being identified through a third-party search conducted by the Katris Group at the direction of KAR), and was added to the Board in connection with the Spin-Off. Ms. Evans joined our Board in 2020 and was also initially identified as a director candidate by the Katris Group.

Director Nominees

Brian Bales

Independent Director

since June 2019

Age: 59

Current Board Committees:

Risk & Sustainability Committee (Chair)
Audit Committee

Skills and Qualifications

●

Significant management experience, including as a leader at a Fortune 300 company with extensive experience in business strategy, transformational growth including mergers, acquisitions & divestitures, risk management & oversight, commercial real estate & infrastructure development, capital markets, capital allocation and investor relations, enables him to provide the Board with additional perspectives on the Company’s operations.

●

Extensive leadership oversight of environmental and sustainability initiatives, including the development and measurement of goals designed to benefit the environment and society while enhancing the foundation and profitability of a business for the long-term.

Career Highlights

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Executive Vice President, Chief Development Officer, at Republic Services, Inc., a leader in the U.S. environmental services industry, since 2015.

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Executive Vice President, Business Development at Republic Services, Inc. from 2008 to 2015, and Vice President, Corporate Development, from 1998 to 2008.

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Held roles of increasing responsibility in finance and business development for Ryder System, Inc. from 1993 to 1998.

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Chief Financial Officer for EDIFEX & VTA Communications from 1988 to 1993.

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Began his professional career as an accountant with Price Waterhouse, now PricewaterhouseCoopers, from 1986 to 1988.

●

Graduate of the University of Tennessee (BS, Business Administration) and Certified Public Accountant.

William (Bill) Breslin

Independent Director

since June 2019

Age: 72

Current Board Committees:

Compensation Committee

Nominating Committee

Skills and Qualifications

●

Senior executive leadership and board of directors experience enables him to offer the Board a seasoned corporate governance perspective.

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Significant experience in consulting, claims management, and loss management solutions across the insurance and automotive industries.

Career Highlights

●

President of Buckle TPAs which provides claim services for Gateway Insurance Company since 2020.

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Founder and CEO of Wenonah Consulting, which specializes in delivering service, expense and loss management solutions to claims operations across the insurance industry, since 2009.

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President of Vericlaim Repair Solutions, a managed repair network of certified local, regional and national contractors, from 2011 to 2017.

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Executive Vice President and Chief Operating Officer at TriServ Alliance, a claims management organization established by seven Blue Cross Blue Shield companies to service 2.9 million customers in nine states, from 2008 to 2009.

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Led the claims function as Senior Vice President of Claims for USAA from 1999 to 2008; for GE Financial Assurance from 1996 to 1999; and for Prudential Insurance from 1974 to 1996.

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Member of the Board of Directors of Insight Services Group, which provides fraud investigations and Independent Medical evaluations for the industry, since 2014.

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Board member of West Hill Global, Inc., which is a property manages repair business, from 2018 to 2020.

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Board member of Summit TopCo GP, LLC Classic Collision, which provides automobile repair services, since March 2020.

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Board member of ABRA Auto Body and Glass, a network of auto body repair facilities for the industry, from 2011 to 2019.

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Board member of Pronto Insurance from 2014 to 2018.

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Board member of Enservio, Inc, a contents replacement company for homeowner claims, from 2010 to 2016.

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EVP at Triserv Alliance, building a company to provide health care for the military and their families in the southern region, from 2008 to 2009.

●

Graduate of St. Bernard College (BA, Education).

Director Nominees

Gail Evans

Independent Director

since February 2020

Age: 62

Current Board Committees:

Compensation Committee

Risk & Sustainability Committee

Skills and Qualifications

●

Extensive and comprehensive experience in the areas of digital transformation, emerging technologies, big data and analytics, enterprise architecture and technology leadership.

●

Additionally, she is highly skilled in the areas of API economy & marketplace program, product management technology strategy and web & e-commerce.

Career Highlights

●

Serves as Chief Digital and Technology Officer at Disney Parks, Experiences and Products, since March 2022.

●

Served in several lead executive roles at Mercer, a global consulting leader in advancing health, wealth and career, and a wholly-owned subsidiary of Marsh & McLennan Companies, including:

–

Chief Digital Officer from June 2018 to March 2022.

–

Member of Executive Leadership team from 2016 to 2022.

–

Global Chief Information Officer from 2016 to 2018.

●

Partner Group Program Manager for Microsoft, and prior to that General Manager of Microsoft Studios, Services & Operations, from 2013 to 2016.

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Vice President and General Manager for Hewlett-Packard, responsible for worldwide country engagement and web capabilities as well as execution, search, personalization and digital marketing for HP’s web presence, from 2010 to 2013.

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Technology Senior Vice President for Bank of America from 2007 to 2010.

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Chief Technology Executive, among other executive positions, at Eastman Kodak Company from 1980 to 2007.

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Graduate of Nazareth College and the Simon Graduate School of Business at the University of Rochester (MBA).

Sue Gove

Independent Director

since June 2019

Age: 63

Current Board Committees:

Audit Committee (Chair)

Risk & Sustainability Committee

Skills and Qualifications

●

Background as a chief executive officer, chief operating officer, and chief financial officer provides the Board with significant executive and senior leadership experience in finance, operations, marketing, e-commerce, and strategy.

●

Extensive experience serving on the boards of directors of other public companies allows her to offer the Board valuable expertise in governance and best practices for a public company on a global scale.

Career Highlights

●

Founder and President of Excelsior Advisors, LLC, a retail consulting and advisory firm.

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President and CEO of Golfsmith International Holdings, Inc., along with several other senior leadership roles, including Chief Operating Officer, Chief Financial Officer and Executive Vice President, from 2008 to 2014.

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Served in senior financial, operating and strategic roles during 25 years at Zale Corporation, including Executive Vice President and Chief Operating Officer from 2002 to 2006, and Chief Financial Officer from 1998 to 2003.

SEC Form DEF 14A filed by IAA Inc.