DEF 14A 1 nc10023361x1_def14a.htm DEF 14A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
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IAA, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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IAA, INC.

Notice of Annual Meeting
and Proxy Statement

Annual Meeting of Stockholders June 16, 2021

April 22, 2021

DEAR FELLOW SHAREHOLDER:

Thank you for your continued support and confidence in IAA. 2020 presented us all with unprecedented challenges in maintaining and operating our business. In spite of those challenges, we were able to weather the storm of COVID-19 and we believe we are now better positioned to operate more efficiently, enhance our customer’s buying and selling experience and deliver long-term value to our shareholders.

As a Board, we continue to believe in the strategy and vision for the business as outlined by management and are pleased with their performance in 2020. As the pandemic lockdowns took effect and the economy slowed, management took immediate steps to pivot and retool the business model to reduce costs and maintain operations. The company reduced labor hours to account for falling volumes, and the executives took salary cuts during the second quarter 2020 and rolled back merit increases for the full year. The Board of Directors also reduced its cash retainer fees by 20% for the second and third quarters of 2020.The company provides more details on the Board and management compensation adjustments made in light of COVID-19 in the Compensation, Discussion and Analysis section of this proxy statement.

In the first quarter 2020, we added a very talented digital expert and senior executive, Gail Evans, to the Board. Since the inception of IAA’s board, we were searching for the right individual to bring a digital edge to our board and challenge the status quo. Gail’s digital perspective has been very helpful as we embark on IAA’s core strategy of moving to fully digital auctions and leveraging technology and data to provide exceptional value to our customers. Gail sits on both our Risk and Compensation committees. We believe the current composition of our Board reflects a broad range of skillsets and diversity that provides our Board the perspectives needed to effectively serve the long-term interests of our shareholders.

We also made good progress on the ESG front and have tasked our Risk Committee with responsibility for overseeing our progress on environmental, social and governance matters. Management engaged a consultant to assist the company with measuring our energy consumption, greenhouse gas emissions, reviewing our workforce diversity and labor practices, and crafting our first ever sustainability report in accordance with the SASB framework. With their assistance and the Board’s oversight, the company will set goals to reduce carbon emissions and expand workplace diversity, among other initiatives.

With 2020 behind us, we look forward to 2021 and the years to come. Our Board and the entire management team are energized and aligned in executing on our growth strategy, which includes, among other objectives, enhancing existing customer relationships and expanding market share; improving our margins by deploying innovative processes and technology to shorten cycle times and reduce costs; enhancing our international buyer network; and expanding internationally in attractive markets.

Although COVID-19 remains an uncertain challenge for the economy overall, we are determined to meet those challenges and remain focused on executing on our growth strategies and margin expansion plan. We believe that the long-term fundamentals of our business continue to be strong.

As an IAA shareholder, we invite you to attend IAA’s annual meeting of shareholders, which will be held virtually again this year.

As we committed when we became a public company, we begin declassifying our Board of Directors at this year’s annual meeting. Our Class II directors up for election this year will serve a one-year term and will stand for re-election next year along with our Class III directors. Thereafter, beginning with the 2023 annual meeting, our Board will no longer be classified and all of our directors will stand for re-election annually.

Your vote matters and we strongly encourage you to vote your shares, which you may do in advance of the meeting.

Thank you again for your continued support of and confidence in IAA and the vision for the future led by our management team and Board of Directors.

Sincerely,

SIGNATURE

John P. Larson

Chairman of the Board

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Two Westbrook Corporate Center, Suite 500
Westchester, Illinois 60154

Date and Time:		9:00 a.m., Eastern Daylight Time, on June 16, 2021
Place:		Online at www.virtualshareholdermeeting.com/IAA2021
Admission:		To attend the 2021 annual meeting, visit www.virtualshareholdermeeting.com/IAA2021. You will need the 16-digit control number included on your Notice of Internet Availability of Proxy Materials, or on your proxy card or voting instruction form that accompanied your proxy materials. You will not be able to attend the 2021 annual meeting in person. Please see “Virtual Annual Meeting” on the following page for additional information.
Items of Business:		Proposal No. 1: To elect each of the three director nominees named in this Proxy Statement to the Board of Directors to serve until our 2022 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 2, 2022. 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 2021 annual meeting if you were a stockholder of record at the close of business on April 19, 2021.
Voting by Proxy:		Whether or not you plan to virtually attend the 2021 annual meeting, please vote at your earliest convenience by following the instructions in the Notice of Internet Availability of Proxy Materials or the proxy card or voting instruction form that accompanied your proxy materials so that your shares can be voted at the 2021 annual meeting in accordance with your instructions.
Stockholder List:		A list of stockholders as of the record date for the 2021 annual meeting may be accessed during the virtual annual meeting at www.virtualshareholdermeeting.com/IAA2021 by using the 16-digit control number on your Notice of Internet Availability of Proxy Materials, or on your proxy card or voting instruction form that accompanied your proxy materials.

		On Behalf of the Board of Directors,


	April 22, 2021	J. Sidney Peryar
	Westchester, Illinois	Executive Vice President,
		Chief Legal Officer & Secretary

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The 2021 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.virtualshareholdermeeting.com/IAA2021, which will provide stockholders 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 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, particularly in light of the COVID-19 pandemic.

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Stockholders of record and beneficial owners as of April 19, 2021 (the “Record Date”), 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 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.virtualshareholdermeeting.com/IAA2021 and vote their shares or ask questions during the Annual Meeting. Members of the public will also be permitted to attend the meeting, but will not be permitted to ask questions during the meeting.

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To attend and participate in the Annual Meeting by voting or asking questions, you will need the 16-digit control number included on your proxy card, voting instruction form or Notice of Internet Availability of Proxy Materials, as applicable.

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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.

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On the day of the Annual Meeting, Wednesday, June 16, 2021, stockholders may begin to log in to the virtual-only Annual Meeting beginning at 8:45 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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We will have technicians ready to assist with any technical difficulties you may have accessing the Annual Meeting. If you encounter any difficulties accessing the virtual-only Annual Meeting platform, including any difficulties with your 16-digit control number or submitting questions, you may call the technical support number that will be posted on the Annual Meeting log-in page.

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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.

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QUESTIONS AT THE VIRTUAL ANNUAL MEETING

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Stockholders will have the opportunity to submit questions beginning at 8:45 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

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CAUTIONARY NOTE REGARDING

FORWARD-LOOKING STATEMENTS

Certain statements contained in this Proxy Statement include “forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. In particular, statements made 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 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: uncertainties regarding the duration and severity of the COVID-19 pandemic, and the measures taken to reduce its spread, on our business and the economy generally; 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 integration of acquired businesses; 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; and other risks and uncertainties identified in our filings with the Securities and Exchange Commission (the “SEC"), including under “Risk Factors" in our Form 10-K for the year ended December 27, 2020 filed with the SEC on February 22, 2021. Additional information regarding risks and uncertainties will also be contained in subsequent annual and quarterly reports we file with the SEC. The forward-looking statements included in this Proxy Statement are made as of the date hereof, and we undertake no obligation to publicly update or revise any forwardlooking statement to reflect new information or events, except as required by law.

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.

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Table of Contents

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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 15 – 20)	9
2020 BUSINESS HIGHLIGHTS	10
CORPORATE GOVERNANCE HIGHLIGHTS (PAGES 21 – 26)	11
EXECUTIVE COMPENSATION (PAGES 35 – 58)	12

PROPOSAL NO. 1: ELECTION OF DIRECTORS	13
GENERAL	13
BOARD COMPOSITION	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 QUALIFICATIONS AND DIVERSITY	26
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 2020	30
OUTSTANDING DIRECTOR RESTRICTED STOCK AWARDS	31

BENEFICIAL OWNERSHIP OF THE COMPANY’S COMMON STOCK	32
Section 16(a) Delinquent 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		49

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION		50

ANALYSIS OF RISK IN THE COMPANY’S COMPENSATION STRUCTURE		50

SUMMARY COMPENSATION TABLE FOR 2020		51

GRANTS OF PLAN-BASED AWARDS FOR 2020		52

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2020		53

OPTION EXERCISES AND STOCK VESTED DURING FISCAL YEAR 2020		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 2022 ANNUAL MEETING OF STOCKHOLDERS		65
STOCKHOLDER PROPOSALS FOR INCLUSION IN PROXY MATERIALS NOMINATIONS OF DIRECTOR CANDIDATES AND STOCKHOLDER		65
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		70

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Table of Contents

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 16, 2021

Location:	Online at www.virtualshareholdermeeting.com/IAA2021

Record Date:	Stockholders of record as of the close of business on April 19, 2021 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 three director nominees named in this Proxy Statement to the Board to serve until our 2022 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 2, 2022.	FOR	61

IMPORTANT NOTICE REGARDING INTERNET AVAILABILITY OF PROXY MATERIALS

This Proxy Statement and our 2020 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/.

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Proxy Statement Summary

BOARD OF DIRECTORS (PAGES 15 – 20)

Name	Age	Director Since	Independent	Primary Occupation	Committee Membership*
John P. Larson	58	2019	Yes	Chairman of the Board of IAA, Inc. and Chief Executive Officer of Bestop, Inc.	—
Brian Bales	58	2019	Yes	Executive Vice President and Chief Development Officer of Republic Services, Inc.	RC (Chair), AC
Bill Breslin	71	2019	Yes	Founder and Chief Executive Officer of Wenonah Consulting	CC, NCGC
Gail Evans	61	2020	Yes	Chief Digital Officer of Mercer, LLC	CC, RC
Sue Gove	62	2019	Yes	President of Excelsior Advisors, LLC	AC (Chair), RC
Lynn Jolliffe	69	2019	Yes	Chief Executive Officer of Jolliffe Solutions, Inc.	CC (Chair), AC, NCGC
Peter Kamin	59	2019	Yes	Founder and Managing Partner of 3K Limited Partnership	NCGC (Chair), AC
Olaf Kastner	65	2019	Yes	Former Regional President and Chief Executive Officer for China for the BMW Group	CC, RC
John W. Kett	57	2019	No	Chief Executive Officer and President of IAA, Inc.	—

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

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Proxy Statement Summary

2020 BUSINESS HIGHLIGHTS

For the year ended December 27, 2020, we delivered solid performance in revenue, operating profit, net income and adjusted EBITDA, notwithstanding the global challenges faced due to the COVID-19 pandemic. We were able to accelerate and finalize the roll-out of our buyer digital transformation to move our auction platform to a fully online, digital auction model. We ended an unprecedented year with a fourth quarter return to overall revenue growth, as gradually recovering volume levels were accompanied by continued strength in revenue per unit. Specific highlights for fiscal 2020 included (dollars in millions):

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

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Proxy Statement Summary

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 director who is racially diverse, and two of the standing committees of our Board are chaired by female directors.

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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: Commencing with this year’s Annual Meeting, directors up for election will be elected annually for a one-year term; full Board declassification by 2023 Annual Meeting.

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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 and the development of our strategies for environmental, social and sustainability matters.

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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.

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Proxy Statement Summary

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 such section.

WHAT WE DO

• Pay for performance: Our annual incentive program is 100% performance-based and our equity incentive program is heavily performance-based. Our first annual long-term equity grants in 2020 consisted of at least 50% performance-based stock units (“PRSUs”).

• Independent Compensation Committee: All of the members of our Compensation Committee are independent under 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 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.	• 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.

• Maintain a defined benefit pension plan: We do not maintain a defined benefit pension plan for our 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.

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GENERAL

Our Board currently consists of nine directors and is divided into three classes as follows:

Class I directors with terms expiring at the 2023 annual meeting of stockholders	Class II directors with terms expiring at the Annual Meeting	Class III directors with terms expiring at the 2022 annual meeting of stockholders
John W. Kett	Bill Breslin	Gail Evans
Peter Kamin	Brian Bales	Sue Gove
Lynn Jolliffe	Olaf Kastner	John P Larson

The directors designated as Class II directors have terms expiring at the Annual Meeting. Beginning with the Annual Meeting, we will commence the phasedin declassification of our Board. At the Annual Meeting, directors serving in Class II will be elected to one-year terms expiring at the 2022 annual meeting of stockholders. At the 2022 annual meeting of stockholders, Class III directors will be elected to one-year terms expiring at the 2023 annual meeting of stockholders. From and after the 2023 annual meeting of stockholders, the Board will no longer be classified and each director will stand for election annually.

On the recommendation of our Nominating and Corporate Governance Committee (the “Nominating Committee”), the Board has nominated each of Bill Breslin, Brian Bales and Olaf Kastner to be elected as directors at the Annual Meeting. If elected, the three directors will serve for one-year terms expiring at the 2022 annual meeting of stockholders and until their respective successors are duly elected and qualified.

Messrs. Breslin, Bales, and Kastner 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, or Kastner will be unable or unwilling for good cause to serve if elected. In the event Messrs. Breslin, Bales, or Kastner 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.

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Proposal No. 1: Election of Directors

BOARD COMPOSITION

The following provides a snapshot of our nine directors:

In addition, we believe each of our nine directors, including each of the three director nominees, possesses the skills and qualifications necessary for effective service as a director.

Diverse Range of Qualifications and Skills Represented by Our Directors
Capital Markets / Capital Allocation & Investor Relations	Human Resources / Talent Management	Financial Expertise
Commercial Real Estate	Industry Knowledge	Risk Oversight
Current or Former CEO	Insurance Industry / Insurance Claims	Software, Technology & Social Media / Digital
Diversity	M&A Experience	Strategic Planning
Global Experience	Public Company Board Experience	Sustainability / Corporate Responsibility

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Proposal No. 1: Election of Directors

INFORMATION REGARDING DIRECTORS AND DIRECTOR NOMINEES

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

On June 28, 2019, we launched as an independent, publicly-traded company upon our separation (the “Spin-Off”) from KAR Auction Services, Inc. (“KAR”). Mr. Breslin, after being initially identified as a potential director candidate by Mr. Kett, our Chief Executive Officer, and following consideration by KAR, joined the Board in connection with the Spin-Off. Messrs. Bales and Kastner were selected by KAR (after being identified through a third-party search conducted by the Katris Group and Egon Zehnder, respectively, at the direction of KAR), and were also added to the Board in connection with the Spin-Off.

Director Nominees

Brian Bales

Independent Director

since June 2019

Age: 58

Current Board Committees:

Risk & Sustainability Committee (Chair)
Audit Committee

Career Highlights

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

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

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

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

• 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.

Skills and Qualifications

• Executive 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, environmental services, sustainability & corporate responsibility.

• Qualified financial expert with significant experience in corporate finance, capital markets, capital allocation, investor relations, business planning & analysis and financial accounting & controls.

• Significant management experience enables him to provide the Board with additional perspective 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 business for the long-term.

William (Bill) Breslin

Independent Director

since June 2019

Age: 71

Current Board Committees:

Compensation Committee

Nominating Committee

Career Highlights

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

• 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.

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

• 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.

• 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.

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

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

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

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

• Board member of Pronto Insurance from 2014 to 2018.

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

• 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).

Skills and Qualifications

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

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

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Proposal No. 1: Election of Directors

Director Nominees

Olaf Kastner

Independent Director

since June 2019

Age: 65

Current Board Committees:

Compensation Committee

Risk & Sustainability Committee

Career Highlights

•	Strategy Advisor in China for the BMW Group from March to September 2018, after which he stepped into retirement.

•	Served in various other lead executive positions at the BMW Group from 1998 to 2018:

–

Regional President and Chief Executive Officer for China for the BMW Group from 2015 to 2018.

–

President and Chief Executive Officer of BMW Brilliance Automotive Ltd. in China from 2009 to 2015.

–

Finance Director of BMW (UK) Ltd., Bracknell, from 2006 to 2009.

–

Managing Director Bavaria Wirtschaftsagentur GmbH, a subsidiary of BMW AG, from 1998 to 2006.

•	Hold various Management and Senior Management positions at Colonia AG/AXA Group from 1985 to 1998.
•	Graduate of the University of Hamburg (MBA).

Skills and Qualifications

•	Brings to the Board decades of experience and leadership in the automotive industry and international insurance business, as well as a comprehensive understanding of how IAA’s industry operates.

•	Possesses strong international working experience, including risk and crises management, as well as multinational expertise in leading large cost and change management projects.

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Proposal No. 1: Election of Directors

Continuing Directors

Gail Evans

Independent Director

since February 2020

Age: 61

Current Board Committees:

Compensation Committee

Risk & Sustainability Committee

Career Highlights

•	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 (NYSE: MMC), including:

– Chief Digital Officer since June 2018.

– Member of Executive Leadership team since 2016.

– 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.

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

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

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

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.

Sue Gove

Independent Director

since June 2019

Age: 62

Current Board Committees:

Audit Committee (Chair)

Risk & Sustainability Committee

Career Highlights

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

•	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.

•	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.

•	National Association of Corporate Directors (NACD) Board Leadership Fellow since December 2019.
•	Graduate of the University of Texas at Austin (BBA, Accounting).

Other Public Company Directorships in Last Five Years

• Director of Bed Bath and Beyond, Inc. since 2019 (Nasdaq: BBBY)

• Director of Conn’s, Inc. since 2020 (Nasdaq: CONN)

• Director of Tailored Brands, Inc. from 2017 to 2020 (NYSE: TLRD).

• Director of Iconix Brand Group from 2014 to 2019 (Nasdaq: ICON).

• Director of Logitech International SA from 2015 to 2018 (Nasdaq: LOGI).

• Director of AutoZone Inc. from 2005 to 2017 (NYSE:AZO).

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.
•	Director on the Board of The Fresh Market (private company) since 2020.

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Proposal No. 1: Election of Directors

Continuing Directors

Lynn Jolliffe

Independent Director

since June 2019

Age 69

Current Board Committees:

Compensation Committee (Chair)
Nominating Committee

Career Highlights

• Chief Executive Officer of Jolliffe Solutions, providing consulting in human capital and talent management since 2015.

• Held various management positions at Ingram Micro Inc., a technology distribution company from 1999 to 2015, including:

– Executive Vice President, Global Human Resources from 2007 to 2015.

– Vice President, Human Resources for the North America region from 2006 to 2007.

– Regional Vice President, Human Resources and Services for Ingram Micro European Coordination Center from 1999 to 2006.

• Served in various capacities, including Vice President and Chief Financial Officer with responsibility for human resources, at two Canadian retailers, including Holt Renfrew, from 1985 to 1999.

• Began career at Bell Canada in 1973 and then moved to Bank of Montreal in 1979.

• Graduated from Queens University and University of Toronto (MBA).

Other Public Company Directorships in Last Five Years

• Member of the board of directors of KAR (NYSE:KAR) from 2014 to 2019.

Skills and Qualifications

• Senior executive leadership and chief financial officer experience, including functional and leadership experience in finance, human resources and general management, executive compensation decisions, strategies and policies for the acquisition and development of employee talent, enables her to offer the Board a seasoned corporate governance and financial management perspective.

• Deep understanding of business drivers from the financial, operational and people perspective, as well as diversity in viewpoint and international business experience, gained from experience in multiple industries across three continents.

Peter Kamin

Independent Director

since June 2019

Age: 59

Current Board Committees:

Nominating Committee (Chair)

Audit Committee

Career Highlights

•	Founder and Managing Partner of 3K Limited Partnership, which partners with management teams seeking capital to implement growth strategies that create meaningful stockholder value, since 2012.

•	Founding member and Managing Partner of ValueAct Capital, which grew into a leading investment management organization during Mr. Kamin’s tenure, from 1999 to 2012.

•	Founder and manager of Peak Investment L.P, which was organized to make investments in select domestic public and private companies, from 1992 to 1999.
•	Trustee of Tufts University.
•	Graduate of Tufts University and Harvard’s Graduate School of Business (MBA).

Other Public Company Directorships in Last Five Years

•	Member of the board of directors of Tile Shop Holdings (previously Nasdaq:TTS) since 2012 and Chairman since 2018. The Tile Shop Holdings delisted its common stock in November 2019.

•	Member of the board of directors of MAM Software Limited (formerly Nasdaq: MAMS) since 2012. MAM Software Limited sold the company and delisted its common stock in October 2019.

Skills and Qualifications

•	Service on the boards of other significant companies and his years of experience in the automotive industry bring an in-depth understanding of IAA’s business to the Board.

•	Significant financial, investment, and management experience in both public and private companies.

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Proposal No. 1: Election of Directors

Continuing Directors

John W. Kett

Chief Executive Officer

Age: 57

Current Board Committees:

None

Career Highlights

•	CEO of IAA since May 2014.

–

Served a variety of executive roles in his nearly 20 years with IAA, helping IAA become an independent public company reaching over $1.3 billion in annual revenue and selling more than 2.5 million vehicles.

–

Served as Senior Vice President of Planning and Business Development, CFO and President between 2001 and 2014.

•	On the national board of directors for SkillsUSA since 2017.
•	On the Executive Advisory Council to the Northern Illinois University College of Business.

•	Held senior financial roles at Central Steel and Wire Co., Safelite Glass Corporation, Newark Electronics and Deloitte LLP between 1985 and 2001.

•	Graduate of Northern Illinois University and Northwestern University (MBA).

Skills and Qualifications

•	Significant knowledge and understanding of IAA’s data, services, operations and business environment.

•	Extensive business, management and operational experience as senior executive and CEO in the automotive, insurance claims, technology and services industries, which provides him with perspective into the Company’s challenges, operations, and strategic opportunities.

John P. Larson

Independent Chairman
Age: 58

Current Board Committees:

None

Career Highlights

• Chief Executive Officer and Director of Bestop, Inc., a leading manufacturer of soft tops and accessories for Jeep vehicles, since 2015.

• Lead Independent Director KAR Auction Services, led board along with Chairman through spinoff of IAA, from 2015 to 2019.

• Director SCA Performance, a leading manufacturer of high-end custom trucks for Ford, GM and Dodge, from 2018 to 2020.

• Served in a number of senior management capacities at General Motors Company, from 1986 to 2007.

– General Manager overseeing operations for the Buick, Pontiac and GMC Divisions from 2005 to 2007.

– General Director of Finance for U.S. Sales, Service and Marketing Operations from 2001 to 2004.

– Director General Motors Used Car Remarketing activity from 1999 to 2000.

• Chief Executive Officer of Escort Inc., an automotive electronics manufacturer, from 2008 to 2014, and President and Chief Operating Officer from 2007 to 2008.

• Graduated from Northern Illinois University (B.S. Finance) and Purdue University (M.S., Management).

Other Public Company Directorships in Last Five Years

• Director and Lead Independent Director of KAR (NYSE:KAR) from 2015 to 2019.

Skills and Qualifications

• Extensive business, management and operational experience as CEO in the automotive aftermarket and as a senior executive at one of the world’s largest automakers, General Motors Company, as well as experience in automotive remarketing, captive finance (GMAC), rental car program design and automotive dealer activities, provides him with perspective into the Company’s challenges, operations, and strategic opportunities.

• Extensive experience as a senior leader in corporate finance has provided him with key skills, including financial reporting, accounting and control, business planning and analysis and risk management, that are valuable to the oversight of our business.

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Proposal No. 1: Election of Directors

VOTE STANDARD

Each of the three director nominees must receive the affirmative vote of a majority of the votes cast in the election of directors at the Annual Meeting to be elected (i.e., the number of shares voted “FOR” a director nominee must exceed the number of votes cast “AGAINST” such nominee). Abstentions and broker non-votes are not counted as votes cast.

In accordance with our Amended and Restated Bylaws (the “Bylaws”) and our Corporate Governance Guidelines, in the event an incumbent director fails to receive a majority of votes cast in an uncontested election, such incumbent director must tender his or her resignation immediately following the certification of the stockholder vote relating to such director’s election, which tendered resignation must specify that it becomes effective only upon the Board’s acceptance of the tendered resignation.

Within ninety (90) days following the certification of the stockholder vote, the Nominating Committee will determine whether to recommend accepting the director’s resignation or take other action and will submit such recommendation for prompt consideration by the Board. The Board will act promptly on the Nominating Committee’s recommendation and will disclose its decision whether to accept the director’s tendered resignation (and the reasons for rejecting the resignation, if applicable) in a Current Report on Form 8-K filed with the SEC. The Nominating Committee may consider any factors that the Nominating Committee deems relevant in determining whether to recommend accepting a director’s resignation. In the event that one or more directors’ resignations are accepted by the Board, the Nominating Committee will recommend to the Board whether to fill such vacancy or vacancies or to reduce the size of the Board.

Any incumbent director who fails to receive the votes required for re-election in an uncontested election and who tenders his or her resignation shall remain active and engaged in Board activities while the Nominating Committee considers whether to recommend accepting his or her resignation; provided, however, that it is expected that such incumbent director shall voluntarily recuse himself or herself from participation in any proceedings or consideration by the Nominating Committee or the Board regarding whether to accept such director’s resignation or to take other action with respect to such director.

The Board recommends a vote “FOR” the election of

each of the three director nominees to the Board.

Proxies solicited by the Board will be voted “FOR" the election of each of the three director nominees named in this Proxy Statement unless stockholders specify a contrary vote.

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ROLE OF THE BOARD OF DIRECTORS

Our Board’s goals are to build long-term value for IAA’s stockholders and to assure the vitality of the Company for its customers, employees and the other individuals and organizations who depend on the Company. To achieve these goals, the Board monitors both the performance of the Company (in relation to its goals, strategy and competitors) and the performance of the Chief Executive Officer, and offers him or her constructive advice and feedback.

BOARD LEADERSHIP STRUCTURE

Neither our Bylaws nor our Corporate Governance Guidelines require the separation of the offices of the Chairman and the Chief Executive Officer and the Board is free to choose its Chairman in any way that it deems best for IAA at any given point in time. At present, the Board has chosen to separate the offices of Chairman and Chief Executive Officer. John W. Kett currently serves as our Chief Executive Officer and John P Larson currently serves as our independent Chairman of the Board.

The Board recognizes that the roles of Chief Executive Officer and Chairman of the Board are distinct. While the Chief Executive Officer is responsible for setting our strategic direction and for our day-to-day leadership and performance, the Chairman of the Board provides guidance to the Chief Executive Officer and sets the agenda for, and presides over, meetings of the Board of Directors. The Board believes that participation of the Chief Executive Officer as a director, while keeping the roles of Chief Executive Officer and Chairman of the Board separate, provides the proper balance between independence and management participation at this time.

If our Chairman was not an independent director under applicable NYSE rules, our Corporate Governance Guidelines provide that our independent directors will designate one of the independent directors on the Board to serve as a lead independent director.

BOARD OF DIRECTORS MEETINGS AND ATTENDANCE

The Board held 10 meetings during 2020. Each of our directors attended at least 75% of the meetings of the Board and Board committees on which he or she served in 2020 during the period which he or she served on our Board.

As stated in our Corporate Governance Guidelines, we expect each director to attend our annual meeting of stockholders. Eight of our nine directors attended our annual meeting of stockholders held in 2020.

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Board of Directors Structure and Corporate Governance

COMMITTEES OF THE BOARD OF DIRECTORS

We currently have four standing committees of the Board: the Audit Committee, the Compensation Committee, the Nominating and Corporate Governance Committee and the Risk & Sustainability Committee. Each of our committees operates pursuant to a written charter. Copies of the committee charters are available on the “Governance” section of our website at https://investors.iaai.com/governance.

The following table sets forth the current membership of each committee:

Name	Audit Committee	Compensation Committee	Nominating and Corporate Governance Committee	Risk & Sustainability Committee
John P. Larson*
Brian Bales
Bill Breslin
Gail Evans
Sue Gove
Lynn Jolliffe
Peter Kamin
Olaf Kastner
John W. Kett**

C: Committee Chair *Independent Chairman of the Board **Chief Executive Officer of IAA

A description of each Board committee is set forth below.

Audit Committee

Meetings Held in 2020: 6

Primary Responsibilities: Our Audit Committee has the following primary responsibilities:

• Assists the Board in its oversight of the integrity of our financial statements;

• Responsible for the appointment, independence, qualifications and performance of our independent registered public accounting firm;

• Oversees our financial reporting process and internal controls;

• Oversees our internal audit function;

• Reviews and approves related party transactions; and

• Reviews our program to monitor compliance with our code of business conduct and ethics.

Independence: Each member of the Audit Committee is independent under the NYSE rules and also meets the enhanced standards of “independence” established by the NYSE and the SEC for members of the Audit Committee. In addition, each member of the Audit Committee is “financially literate” under the rules of the NYSE, and each of Mses. Gove and Jolliffe and Messrs. Bales and Kamin has been designated as an “audit committee financial expert” as that term is defined by the SEC.

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Board of Directors Structure and Corporate Governance

Compensation Committee

Meetings Held in 2020: 6

Primary Responsibilities: Our Compensation Committee has the following primary responsibilities:

• Reviews and recommends policies relating to the compensation and benefits of our executive officers and employees;

• Reviews and approves corporate goals and objectives relevant to the compensation of our CEO and other executive officers, evaluates the performance of these officers in light of those goals and objectives, and approves the compensation of these officers based on such evaluations;

• Administers the issuance of equity and other awards under our equity plans; and

• Assists the Board in determining that a satisfactory system is in effect for education, development and orderly succession of senior and mid-level managers.

In 2020, the Compensation Committee retained ClearBridge Compensation Group LLC (“ClearBridge”) to assist in reviewing our compensation programs and the evaluation of specific compensation-related matters. See “Compensation Discussion and Analysis — The Role of the Compensation Committee and the Executive Officers in Determining Executive Compensation — Role of Independent Compensation Consultant” below for additional information.

The Compensation Committee may form subcommittees for any purpose that the Committee deems appropriate and may delegate to such subcommittees such power and authority as the Committee deems appropriate. The Board has delegated certain responsibilities of the Compensation Committee to an Equity Awards Committee, with Mr. Kett as its sole member, and given the Equity Awards Committee limited authority to approve and establish the terms of equity awards granted to certain employees of the Company (who are not executive officers or members of the board of directors) under our 2019 Omnibus Stock and Incentive Plan.

Independence: Each member of the Compensation Committee is independent under the NYSE rules and also meets the enhanced standards of “independence” established by the NYSE for members of the Compensation Committee. In making this determination, the Board considered whether the director has a relationship with the Company that is material to the director’s ability to be independent from management in connection with the duties of a member of the Compensation Committee.

Nominating and Corporate Governance Committee

Meetings Held in 2020: 3

Primary Responsibilities: Our Nominating and Corporate Governance Committee has the following primary responsibilities:

• Makes recommendations to the Board regarding candidates for directorships and the size and composition of the Board;

• Identifies and recommends to the Board individuals qualified to serve as directors of the Company and on committees of the Board;

• Reviews non-employee director compensation on an annual basis and makes recommendations to the Board;

• Oversees our Corporate Governance Guidelines and reports and makes recommendations to the Board concerning governance matters; and

• Oversees the annual evaluation process of the Board and each of its committees.

Independence: All of the members of the Nominating Committee are independent under the NYSE rules.

Risk & Sustainability Committee

Meetings Held in 2020: 4

Primary Responsibilities: Our Risk & Sustainability Committee has the following primary responsibilities:

• Assists the Board in its oversight of the principal business, financial, technology, operational and regulatory risks and exposures of the Company;

• Evaluates the Company’s appetite and strategy relating to key risks, as well as the guidelines, policies and processes for monitoring risk;

• Oversees the Company’s risk governance structure, and the guidelines, policies and processes for risk assessment and risk management;

• Oversees matters specifically relating to cyber security and other risks related to information technology systems and procedures;

• Oversee management’s development of the Company’s overall strategy with respect to environmental, social and sustainability (“E&S”) matters, and evaluates and recommends to the Board policies, practices, and initiatives that conform with that strategy; and

• Develops, as determined necessary by management and the Board, an enterprise risk management program and provides oversight for such program.

Independence: All of the members of the Risk & Sustainability Committee are independent under the NYSE rules.

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Board of Directors Structure and Corporate Governance

BOARD OF DIRECTORS' RISK OVERSIGHT

Our Board believes that effective risk management involves our entire corporate governance framework. Both management and our Board have key responsibilities in managing risk throughout the Company, as shown below. Oversight of risks inherent in their respective areas of oversight are delegated to the various Board committees, with each committee reporting to our Board at each regular Board meeting. Our Board believes that this structure is conducive to its risk oversight process.

Risk Oversight Responsibilities

Board Responsibilities

• Overall oversight of the risk management process.

• Direct oversight of strategic, operating, financial and liquidity risks.

• Active engagement with management regarding challenges and risks considered in management’s operational, financial and strategic presentations.

• Development of business strategy and major resource allocation.

• Business conduct and compliance oversight.

• Receives regular reports from Board committees on specific risk oversight responsibilities.

Audit Committee	Compensation Committee	Nominating and Corporate Governance Committee	Risk & Sustainability Committee
• Responsible for the quality and integrity of financial statements	• Oversees the assessment and management of risks related to compensation plans and policies	• Oversees Board processes and corporate governance-related risks	• Responsible for the development of an enterprise risk management program
• Oversees internal controls over financial reporting and disclosure controls and procedures	• Oversees compensation policies and programs, including appropriate incentives and controls	• Oversees risks relating to director succession and the composition of the Board	• Oversees the Company’s risk appetite and strategy related to key risks
• Responsible for the performance of the independent registered public accounting firm	• Receives and monitors reports regarding the Company’s human capital management risks	• Oversees non-employee director compensation program and policies	• Responsible for reviewing risks related to significant legal matters in which the Company is involved
• Oversees risks related to ethics and related issues arising from the Company’s whistleblower hotline			• Oversees risks and strategies related to environmental and sustainability matters
			• Oversees cyber and information security-related risks and risks related to information technology systems and procedures

Management Responsibilities

• Ensures that information with respect to material risks is transmitted to senior executives and our Board.

• Identifies material risks and implements appropriate risk management strategies.

• Integrates risk management into our decision making process.

• Attends committee meetings and reports on matters that may not be otherwise addressed at these meetings.

Our Board believes that the process it has established to administer the Board’s risk oversight function would be effective under a variety of leadership frameworks and, therefore, does not have a material effect on our choice of the Board’s leadership structure described above under “Board Leadership Structure.”

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Board of Directors Structure and Corporate Governance

CORPORATE GOVERNANCE DOCUMENTS

The Board has adopted the following corporate governance documents:

Document	Purpose/Application
Code of Business Conduct and Ethics	Applies to all of the Company’s employees, officers and directors, including those officers responsible for financial reporting, as well as temporary service workers and independent contractors.
Code of Ethics for Principal Executive and Senior Financial Officers	Applies to the Company’s principal executive officer, principal financial officer, principal accounting officer or controller and such other persons who are designated by the Board.
Corporate Governance Guidelines	Contains general principles regarding the functions of the Board and its committees.
Committee Charters	Apply to the following Board committees, as applicable: Audit Committee, Compensation Committee, Nominating Committee and Risk & Sustainability Committee.

The foregoing documents are contained on the “Governance” section of our website at https://investors.iaai.com/governance.

SELECTION OF NEW DIRECTORS; STOCKHOLDER RECOMMENDED DIRECTOR CANDIDATES

The Board is responsible for nominating members for election to the Board and for filling vacancies on the Board that may occur between the annual meetings of stockholders. The Nominating Committee is responsible for identifying, screening and recommending candidates to the Board for Board membership. When formulating its Board membership recommendations, the Nominating Committee may also consider advice and recommendations from others, including third-party search firms, current Board members, management, stockholders and other persons, as it deems appropriate.

The Nominating Committee uses a variety of methods to identify and evaluate potential candidates. Consideration of candidates typically involves a series of internal discussions, review of candidate information, and interviews with selected candidates. The Nominating Committee will consider the candidate against the criteria it has adopted, as further discussed below under “Board Qualifications and Diversity,” in the context of the Board’s then-current composition and the needs of the Board and its committees, and will ultimately recommend qualified candidates for election to the Board.

The Nominating Committee will also consider director candidates recommended by stockholders for potential appointment upon the occurrence of the next vacancy on the Board or nomination in connection with the next annual meeting of stockholders. Candidates recommended by a stockholder are evaluated in the same manner as candidates identified by the Nominating Committee. In considering candidates submitted by stockholders, the Nominating Committee will take into consideration the needs of the Board and the qualifications of the candidate. Stockholders who wish to recommend a director candidate for consideration by the Nominating Committee and the Board should submit their recommendation in writing to the Board no later than the January 1 prior to the next annual meeting of stockholders. Such recommendation must include all information about the stockholder and the candidate otherwise required for director nominations by a stockholder pursuant to Article II, Section 5 of the Bylaws. The Nominating Committee may request additional information concerning such director candidate as it deems reasonably required to determine the eligibility and qualification of the director candidate to serve as a member of the Board. In addition, such recommended director candidate shall make themselves reasonably available to be interviewed by the Nominating Committee. If the Nominating Committee determines that a stockholder recommended candidate is suitable for membership on the Board, it will include the candidate in the pool of candidates to be considered for nomination upon the occurrence of the next vacancy on the Board or in connection with the next annual meeting of stockholders.

In addition, a stockholder may nominate candidates for election as a director, provided that the nominating stockholder follows the procedures set forth in Article II, Section 5 of the Bylaws for nominations by stockholders of persons to serve as directors, including the requirements of timely notice and certain information to be included in such notice. Deadlines for stockholder nominations for next year’s annual meeting are included under “Proposals and Nominations for 2022 Annual Meeting of Stockholders” on page 65.

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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.

BOARD EVALUATION PROCESS

The Nominating Committee will coordinate an annual self-assessment of the Board’s performance, as well as the performance of each committee of the Board, the results of which will be discussed with the full Board and each committee. Our first annual self-assessment of the Board and its committees occurred in 2020. The assessment included a review of any areas in which the Board or management believes the Board can make a better contribution to the Company. The Nominating Committee then utilized the results of this self-evaluation process in assessing and determining the characteristics and critical skills required of prospective candidates for election to the Board and making recommendations to the Board with respect to assignments of Board members to various committees.

SUCCESSION PLANNING

The Board, with input from the Nominating Committee or the Compensation Committee, as applicable, periodically reviews succession plans for the Chief Executive Officer and other senior management positions, including in the event of unanticipated vacancies in those offices. In addition, the Board, led by the Compensation Committee, is responsible for determining that a satisfactory system is in effect for the education, development and orderly succession of senior and mid-level managers throughout the Company.

STOCKHOLDER COMMUNICATIONS WITH THE BOARD

Any stockholder or other interested parties desiring to communicate with the Board, the Chairman of the Board, a committee of the Board or any of the independent directors individually or as a group regarding the Company may directly contact such directors by delivering such correspondence to the Company’s Chief Legal Officer at IAA, Inc., Two Westbrook Corporate Center, Suite 500, Westchester, Illinois 60154. Our Chief Legal Officer reviews all such correspondence and forwards to the applicable director(s) copies of all such applicable correspondence. However, certain items unrelated to the Board’s duties and responsibilities, such as spam, junk mail, mass mailings, solicitations, resumes and employment inquiries and similar items will not be forwarded. In addition, if requested by stockholders, when appropriate, the Chairman of the Board will also be available for consultation and direct communication with stockholders.

EXECUTIVE SESSIONS

The independent directors of the Company meet in executive session at every regularly scheduled Board meeting. The Corporate Governance Guidelines state that the Chairman of the Board (if an independent director) or the Lead Independent Director (if the Chairman of the Board is not an independent director) shall preside at such executive sessions, or in such director’s absence, another independent director designated by the Chairman of the Board or the Lead Independent Director, as applicable. Currently, Mr. Larson, our independent Chairman, presides at the executive sessions of our independent directors.

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Since our start nearly 40 years ago, sustainability has been at the core of our mission and purpose. Environmental, Social, and Governance (“ESG”) is embedded throughout our company, from the products and services we provide, to how we treat our customers, employees, and the communities we serve. While this has always been true, in last year’s proxy statement, we made a deliberate commitment to responsible business practices, continuous improvement, and an increased focus on transparency. Since making those commitments, we have been diligently working to enhance our data collection process through a centralized platform. As a result, we have been able to streamline data collection on key ESG topics, and are able to more effectively monitor our progress and report in line with key sustainability standards. We have also undertaken our first effort to calculate our greenhouse gas (GHG) emissions inventory, so that we can identify opportunities for driving efficiencies throughout our organization, and to do our part in reducing our impact on the climate.

Additionally, our first ever Sustainability Report, for the year 2020, is expected to be published by May 14, 2021, and will be available on our website at https://investors.iaai.com/Corporate-Responsibility/default.aspx.

Below are some of the ways in which we demonstrate our commitment to the environment, our employees and communities, and responsible governance.

Commitment to the Environment

Circular Economy

The Circular Economy is an ever-evolving and fast-growing system that centers on the idea of redesigning production and consumption, eliminating waste, and making continual use of resources. This system differs from more traditional economic models in which a product is created, used, and disposed of, or sent to a waste collection facility, when its useful life ostensibly concludes. Simply put, the Circular Economy centers on keeping products and materials in use, and extending their utility to maximize environmental and economic benefits of those products and materials. Circular Economy business strategies have continued to spread to virtually all product categories, including the automobile industry.

IAA’s Role

Automobiles play an important role in the economy and are consumed on a significant scale, resulting in the consumption of vast amounts of society’s raw materials. The ability to reuse and/or recycle the materials commonly found in vehicles can help to mitigate the significant impact the sourcing of new materials have on the environment. IAA processes over 2 million vehicles annually through the automotive Circular Economy to buyers and recyclers, via its automobile auction business model, giving them second lives and beyond, as well as a renewed purpose, instead of ending the cycle prematurely in a landfill. Through IAA’s business, those vehicles are able to reach their highest, best and multiple uses, minimizing negative environmental impact.

IAA believes that when a vehicle is at the end of its initial life for an owner, that vehicle should circulate to another owner, who can then begin the next phase of that vehicle’s life. In practical terms, that means getting the vehicle to a new owner who will: refurbish, repair, or remanufacture the vehicle for future use; reuse the vehicle and its components; or, recycle whatever cannot be returned to service.

This process of putting vehicles to a second use also eliminates the need to extract new raw materials from the environment, which would otherwise be necessary to build a new vehicle. The same is true for automobile parts. Keeping a vehicle or its parts in use, or reusing those vehicles or parts, saves on energy, greenhouse gas (“GHG”) emissions, and water use, and thereby helps to mitigate climate change, by reducing the need to manufacture new vehicle parts. This reuse also reduces waste, and the impact from automobiles degrading and leaching potentially harmful substances into the environment.

Finally, IAA’s digitization of the auction process is another such environmentally responsible solution. IAA has rapidly converted all auctions to virtual auctions with the goal of minimizing, and potentially eliminating, the need for any physical attendance at the auctions. Virtual auctions eliminate the need to transport the vehicle out of storage for display and eliminates the requirement that bidders physically drive to auction sites, both of which result in lowered GHG emissions and save on energy and water use. In addition, during the current COVID-19 pandemic, digitization of the auction process reduces the risk to buyers of traveling to auctions and interacting with other buyers.

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Corporate Responsibility and Environmental Sustainability

Commitment to Social Responsibility

We believe that socially responsible practices, including being a good employer to our employees, being good partners with our customers and being good neighbors within our communities, go hand in hand with generating value for our stockholders.

To that end, IAA focuses on the following issues:

Human Capital Management: IAA is committed to promoting the health, wellness, and future of our employees.

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Recruitment . & Retention: IAA’s business depends on having capable people focused on excellence in their respective capacities, whether they service the internal needs of the company, or IAA’s clients;

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Diversity & Inclusion: IAA participates in programs like Women in Tech, provides training to all employees on issues such as unconscious bias, launched a new Diversity, Equity and Inclusion Council, and places a strong emphasis on diversity in all areas of the company, including those persons serving on its Board of Directors, as demonstrated in the “Board Composition" section of “Proposal No. 1-Election of Directors” in this Proxy Statement;

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Employment Practices: IAA is an employer of choice and pays highly competitive salaries, including for entry-level positions as well as executives and other leaders. IAA also provides excellent health and wellness benefits, including health insurance, sick and personal time off, and access to an employee assistance program.

Workplace Safety: IAA is proud of its exemplary record of workplace safety. IAA believes the safety of its employees is imperative to its long-term success. As such, IAA regularly trains its employees in the areas of safety and emergency preparedness. IAA complies with, and in many cases exceeds, all OSHA regulations, as well as all relevant governmental regulatory standards.

Data security & Customer Privacy: IAA takes the security of its customers’ data seriously. For example, IAA collects and retains the minimum amount of information necessary, and then safeguards it with utmost care and state-of-the-art systems. IAA’s employees and customers are protected by IAA’s commitment to this data security.

Our Communities: We encourage everyone in our organization to volunteer their time and donate as they deem appropriate to local, and in some cases national, charitable causes. IAA employees generously give their time to help those charities, and the people those organizations serve. With the current pandemic, we have seen our people do their part in response to COVID-19, by turning old IAA uniforms into face masks to distribute in the community, and by making face shields and donating them to local hospitals to help protect the frontline nurses and doctors caring for impacted patients.

As a corporate organization, IAA has sponsored a number of national charities focused on the health and well-being of those in need. IAA also has a Donation Division focused on turning donated vehicles into cash that funds the operations and missions of hundreds of worthy causes. Lastly, IAA has a dedicated Catastrophe Response Team (the “CAT Team"), which works on behalf of our insurance customers to respond to the needs of communities around the countries as individuals impacted by catastrophes work to put their lives back together from the destruction that they faced. Our efforts aid the first responders and state and local governments by removing damaged vehicles from the recovery areas and storing them at our locations until they are sold.

Commitment to Governance and Transparency: IAA is committed to adhering to a high level of corporate governance and transparency with respect to its environmental, sustainability and corporate social responsibility practices. The Risk & Sustainability Committee of our Board is responsible for overseeing and monitoring our environmental policies and practices, including our assessment of climate-related risks and opportunities associated with our business practices. The Compensation Committee of our Board is responsible for overseeing our human capital management initiatives, including employee retention and engagement, talent development and diversity and inclusion. These committees are expected to provide periodic reports to the Board on these matters. We also have an internal, cross-functional team, led by our Chief Legal Officer, that advises our management, and reports to the Board, on matters related to the Company’s environmental, sustainability and social responsibility initiatives and develops policies and procedures designed to promote the achievement of these initiatives.

IAA strives to meet investor expectations and enhance its reporting to stockholders regarding its corporate social responsibility and sustainability policies and practices. To further these efforts, IAA is committed to incorporating disclosures in our 2020 Sustainability Report (expected to be published by May 14, 2021), which will be available on our website at https://investors.iaai.com/Corporate-Responsibility/default.aspx, and which aligns with leading reporting frameworks, including relevant Sustainability Accounting Standards Board (SASB) standards. To remain transparent about its ongoing ESG efforts, IAA will be updating its website to include more information about IAA’s environmental, sustainability and corporate social responsibility policies and practices.

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Our director compensation program was established at the time of the Spin-Off and was modeled off the KAR director compensation program. We use a combination of cash and stock-based incentive compensation to attract and retain independent, qualified candidates to serve on the Board. The Board makes all director compensation determinations after considering the recommendations of the Nominating Committee. The Nominating Committee intends to review director compensation annually, assisted periodically by an independent compensation consultant. After considering the uncertainty and potential business impacts of the COVID-19 virus pandemic, the Board voluntarily approved a temporary cash retainer reduction in 2020 Q2 and Q3 cash fees in the amount of 20%, which were not restored. The current director compensation program for IAA is set forth below.

CASH AND STOCK RETAINERS

Components of Director Compensation Program for 2021 Annual Service	Annual Amount	Form of Payment⁽¹⁾
Annual Cash Retainer⁽²⁾	$85,000	Cash
Annual Stock Retainer⁽³⁾	$130,000	Restricted Stock
Chairman of the Board Cash Retainer	$45,000	Cash
Chairman of the Board Stock Retainer	$65,000	Restricted Stock
Audit Committee Chair Fee	$25,000	Cash
Compensation Committee Chair Fee	$20,000	Cash
Nominating and Corporate Governance Committee Chair Fee	$10,000	Cash
Risk & Sustainability Committee Chair Fee	$10,000	Cash
Audit Committee Membership Fee	$7,500	Cash

1.	May elect to receive annual cash retainer in shares of our common stock.

2.	One-fourth of the annual cash retainer is paid at the beginning of each quarter, provided that the director served as a director in such fiscal quarter

Pursuant to our Policy on Granting Equity Awards, unless specifically provided otherwise by the Compensation Committee or the Board, annual grants for directors are effective on the date of the annual meeting at which the director was elected or re-elected. One-fourth of the annual restricted stock grant vests quarterly following the date of the grant. The number of shares of our common stock received is based on the value of the shares on the date of the restricted stock grant.

DIRECTORS DEFERRED COMPENSATION PLAN

Our Board adopted the IAA, Inc. Directors Deferred Compensation Plan (the “Director Deferred Compensation Plan”) in June 2019. Pursuant to the terms of the Director Deferred Compensation Plan, each non-employee director may elect to defer the receipt of his or her cash director fees into a pre-tax interest-bearing deferred compensation account, which account accrues interest as described in the Director Deferred Compensation Plan. Amounts under the Director Deferred Compensation Plan may also be invested in the same investment choices as are available under our 401(k) plan. Non-employee directors also may choose to receive all or a portion of their annual stock retainer in the form of a deferred share account. The Director Deferred Compensation Plan provides that the amount of cash in a director’s deferred cash account, plus the number of shares of our common stock equal to the number of shares in the director’s deferred share account, will be delivered to a director in installments over a specified period or within 60 days following the date of the director’s departure from the Board, with cash being paid in lieu of any fractional shares.

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Director Compensation

DIRECTOR STOCK OWNERSHIP AND HOLDING GUIDELINES

The Company’s non-employee directors are subject to the Company’s director stock ownership and holding guidelines. The stock holding guidelines require each non-employee director to hold at least 50% of their shares net of any taxes until the holding requirement is met.

The Company’s stock ownership guideline requires each non-employee director to own a minimum of five times his or her annual cash retainer amount in shares of Company stock. The stock holding guideline requirement is based on all non-Committee related retainers. All non-employee directors are working towards this compliance.

DIRECTOR COMPENSATION PAID IN 2020

In response to the COVID-19 pandemic, each of the non-employee directors took a voluntary reduction of 20% in Fees Earned or Paid in Cash for two quarters in light of the global pandemic. These cash fees were forfeited and not restored.

The following table provides information regarding the fiscal 2020 compensation paid to our non-employee directors:

Name	Fees Earned or Paid in Cash^(1,2)	Stock Awards⁽³⁾	Total
John P. Larson	$117,000	$195,003	$312,003
Brian Bales	$93,318	$130,002	$223,320
William (Bill) Breslin	$76,500	$130,002	$206,502
Sue Gove	$99,000	$130,002	$229,002
Lynn Jolliffe	$98,072	$130,002	$228,074
Peter H. Kamin	$92,250	$130,002	$222,252
Olaf Kastner	$76,500	$130,002	$206,502
Gail Evans	$37,188	$184,154	$221,342

1.	In response to the COVID-19 Pandemic, each of the Directors took a voluntary reduction of 20% in Fees Earned or Paid in Cash for two quarters in light of the global pandemic. These are cash fees that were forfeited and not restored.

2.	One-fourth of the annual cash retainer is paid at the beginning of each quarter, provided that the director served as a director in such fiscal quarter

Mr. Kett was not entitled to receive any fees or other compensation for serving as a member of our Board in 2020 because he was employed by the Company.

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Director Compensation

OUTSTANDING DIRECTOR RESTRICTED STOCK AWARDS

The following table sets forth information regarding the number of unvested or deferred shares of our common stock held by each non-employee director as of December 27, 2020.

Name	Unvested Shares⁽¹⁾	Deferred Phantom Shares⁽²⁾
John P. Larson⁽³⁾	3,191	15,534
Brian Bales	1,512	1,512
William (Bill) Breslin	1,512	0
Sue Gove	1,512	0
Lynn Jolliffe⁽³⁾	1,512	8,860
Peter H. Kamin	1,512	0
Olaf Kastner	1,512	0
Gail Evans	1,512	378

1	This number represents unvested shares of restricted stock and, for those directors who deferred, unvested phantom stock and dividend equivalents.

2	This number represents vested phantom stock which are deferred in each director’s account pursuant to the Director Deferred Compensation Plan. These shares will be settled for shares of our common stock on a one-for-one basis.

3	The number of shares for Ms. Jolliffe and Mr. Larson include shares originally awarded by KAR that were converted into IAA shares in the Spin-Off, because they were members of the KAR board of directors prior to the Spin-Off.

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The following table sets forth certain information with respect to the beneficial ownership of our common stock as of April 1, 2021 by: (1) each person or entity who owns of record or beneficially owns more than 5% of any class of the Company’s voting securities; (2) each of our directors, director nominees and named executive officers; and (3) all of our current directors, director nominees and executive officers as a group. Beneficial ownership is determined in accordance with the rules of the SEC. To our knowledge and subject to applicable community property laws, each stockholder has sole voting and investment power with respect to the shares of our common stock indicated as beneficially owned, unless otherwise indicated in a footnote to the following table. The percentage calculations below are based on 134,752,450 shares of our common stock outstanding as of April 1, 2021.

	Shares Beneficially Owned
Name of Beneficial Owner	Number of Shares⁽¹⁾	Percent of Class⁽²⁾
5% BENEFICIAL OWNERS
The Vanguard Group⁽³⁾	12,032,674	8.9%
BlackRock, Inc.⁽⁴⁾	11,454,909	8.5%
Third Point LLC⁽⁵⁾	9,225,000	6.9%
Melvin Capital Management LP⁽⁶⁾	6,900,000	5.1%
NAMED EXECUTIVE OFFICERS, DIRECTORS AND DIRECTOR NOMINEES
John W. Kett	113,349	*
Vance Johnston⁽⁷⁾	8,524	*
Tim O’Day	22,497	*
Sidney Peryar	16,650	*
Maju Abraham	8,896	*
John P. Larson⁽⁸⁾	18,052	*
Brian Bales⁽⁸⁾	5,036	*
William Breslin⁽⁸⁾	6,060	*
Gail Evans⁽⁸⁾	3,395	*
Sue Gove⁽⁸⁾	5,036	*
Lynn Jolliffe⁽⁸⁾	8,897	*
Peter Kamin⁽⁸⁾	5,036	*
Olaf Kastner⁽⁸⁾	3,731	*
CURRENT EXECUTIVE OFFICERS, DIRECTORS AND DIRECTOR NOMINEES AS A GROUP (13 person