SEC Form DEF 14A filed by ACV Auctions Inc.

 NOTICE OF ANNUAL MEETING

 OF SHAREHOLDERS

Dear Shareholder:

You are cordially invited to attend the Annual Meeting of Shareholders (the “Annual Meeting”) of ACV Auctions Inc. (the “Company”) on Wednesday, May 27, 2026 at 4:00 p.m., Eastern Time. The Annual Meeting will be held in a virtual-only meeting format, via live webcast available at www.proxydocs.com/ACVA.

THE ANNUAL MEETING WILL BE HELD FOR THE FOLLOWING PURPOSES:

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

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

The record date for the Annual Meeting is April 1, 2026. Please note that only shareholders of record at the close of business on that date are entitled to receive notice of, and to vote at, the Annual Meeting.

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

By Order of the Board of Directors

 TABLE OF CONTENTS

 PROXY STATEMENT

For the 2026 Annual Meeting of Shareholders

This proxy statement (this “Proxy Statement”) is furnished in connection with the solicitation by ACV Auctions Inc. (“we,” “us,” “our,” “ACV,” “ACV Auctions,” or the “Company”) on behalf of the Board of Directors (the “Board” or the “Board of Directors”) of proxies for use at the 2026 Annual Meeting of Shareholders of the Company to be held virtually on Wednesday, May 27, 2026 at 4:00 p.m. Eastern Time, at www.proxydocs.com/ACVA (the “2026 Annual Meeting”.)

IMPORTANT NOTICE REGARDING THE INTERNET AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 27, 2026

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

The Notice will provide instructions as to how shareholders may access and review the proxy materials, including the Notice of Annual Meeting of Shareholders, this Proxy Statement, and the 2025 Annual Report on Form 10-K, on the website referred to in the Notice or, alternatively, how to request that a copy of the proxy materials, including a proxy card, be sent to them by mail. The Notice will also provide voting instructions. Please note that, while our proxy materials are available at the website referenced in the Notice, and our Notice of Annual Meeting of Shareholders, this Proxy Statement and the 2025 Annual Report on Form 10-K are available on investors.acvauto.com, no other information contained on either website is incorporated by reference in or considered to be a part of this document.

We intend to mail the Notice on or about April 16, 2026 to all shareholders of record entitled to vote at the Annual Meeting. The proxy materials, including the Notice of Annual Meeting of Shareholders, this Proxy Statement, and the Annual Report on Form 10-K for the year ended December 31, 2025 will be made available to shareholders on www.proxydocs.com/ACVA on the same date.

 PROXY SUMMARY

This Proxy Statement provides information for shareholders of ACV, as part of the solicitation of proxies by the Company and its Board of Directors from holders of the outstanding shares of the Company’s common stock for use at the 2026 Annual Meeting.

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

Annual Meeting of Shareholders 2026

Proposals for Shareholder Voting

Voting Instructions

PROXY SUMMARY

PROXY SUMMARY

We power our marketplace with technology-driven products and value-added services that address the entire transaction journey, ranging from pre-inspection scheduling to post-auction services including title transferability verification, payment processing, financing, and transportation, and facilitate transactions both on and off our marketplace. Our comprehensive suite of services includes ACV Transportation, ACV Capital, and our Customer Assurance offerings, which help create a seamless and frictionless buying and selling experience for our customers to further enhance our marketplace platform. We also provide data services to our customers for use outside of our marketplace. Our ACV MAX inventory management system enables dealers to accurately price their wholesale and retail inventory. We also offer ClearCar, an artificial intelligence-powered suite of tools for dealers to build and enhance their trade-in process. We believe the data and technology services enabled by our marketplace platform can bring value to the entire automotive industry and transform both wholesale and retail markets.

 PROPOSAL 1

 ELECTION OF DIRECTORS

INFORMATION REGARDING DIRECTOR NOMINEES AND CURRENT DIRECTORS

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

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

NOMINEES FOR ELECTION AT THE 2026 ANNUAL MEETING OF SHAREHOLDERS (CLASS II)

		INDEPENDENT DIRECTOR SINCE: 2016   AGE: 52   COMMITTEES: Compensation						OTHER PUBLIC COMPANY BOARDS (PAST FIVE YEARS): • Katapult Holdings, Inc.
		SKILLS:
		• Public Company Board Experience • Executive Leadership • Industry (Automotive, eCommerce, Retail) • Strategy						• Oversight, Corporate Governance & Risk Management • Innovative Technologies and AI Experience

Brian Hirsch has decades of experience providing guidance and advice to early-to-mid-stage growth companies. His work with dozens of technology companies and companies across varying industries provides insight into the latest trends and strategic opportunities.

SKILLS AND QUALIFICATIONS

PROPOSAL 1: ELECTION OF DIRECTORS

		INDEPENDENT DIRECTOR SINCE: 2020   AGE: 67   COMMITTEES: Audit (Chair) Nominating and Corporate Governance						OTHER PUBLIC COMPANY BOARDS (PAST FIVE YEARS): • Legg Mason closed-end funds • Valic Company I • Associated Banc-Corp • Hochschild Mining, plc
		SKILLS:
		• Public Company Board Experience • Executive Leadership • Financial Experience or Capital (Lending) Experience • Industry (Automotive, eCommerce, Retail)						• Strategy • Human Capital Management • Oversight, Corporate Governance & Risk Management

Eileen Kamerick brings more than two decades of executive leadership experience to the Board. She has managed the financial operations of both public and private companies, holds and has held board positions on public company boards, and serves as an adjunct professor at leading law schools where she teaches corporate governance and corporate finance. Ms. Kamerick is considered an audit committee financial expert as established by the U.S. Securities and Exchange Commission.

SKILLS AND QUALIFICATIONS

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

Mr. Hirsch and Ms. Kamerick are both currently members of our Board and have been nominated for reelection to serve as Class II directors. Both of these nominees have agreed to stand for reelection at the Annual Meeting. Our management has no reason to believe that either nominee will be unable to serve. If elected at the Annual Meeting, each of these nominees would serve until the Annual Meeting of Shareholders to be held in 2029 and until his or her successor has been duly elected, or if sooner, until the director’s death, resignation or removal.

Shares represented by executed proxies will be voted, if authority to do so is not withheld, for the election of the two nominees named above. If any nominee becomes unavailable for election as a result of an unexpected occurrence, shares that would have been voted for that nominee will instead be voted for the election of a substitute nominee proposed by us or the Board may reduce its size.

PROPOSAL 1: ELECTION OF DIRECTORS

DIRECTORS CONTINUING IN OFFICE UNTIL THE 2027 ANNUAL MEETING OF SHAREHOLDERS (CLASS III)

		INDEPENDENT DIRECTOR SINCE: 2020   AGE: 53   COMMITTEES: Nominating and Corporate Governance (Chair)						OTHER PUBLIC COMPANY BOARDS (PAST FIVE YEARS): • Ocugen, Inc.
		SKILLS:
		• Public Company Board Experience • Executive Leadership • Industry (Automotive, eCommerce, Retail) • Strategy						• Human Capital Management • Oversight, Corporate Governance, & Risk Management • Sales & Marketing

Ms. Castillo’s significant business, management and leadership experience with innovative companies brings new ideas and thoughtful insight to our Board. Her leadership and director roles for both public and private companies, and specifically those in the transportation and logistics industry, provides oversight and industry knowledge especially helpful to growing our transportation business.

SKILLS AND QUALIFICATIONS

PROPOSAL 1: ELECTION OF DIRECTORS

		INDEPENDENT DIRECTOR SINCE: 2020   AGE: 61   COMMITTEES: Audit						OTHER PUBLIC COMPANY BOARDS (PAST FIVE YEARS): • M&T Bank Corporation
		SKILLS:
		• Public Company Board Experience • Executive Leadership • Financial Experience or Capital (Lending) Experience • Industry (Automotive, eCommerce, Retail) • Strategy						• Human Capital Management • Oversight, Corporate Governance, & Risk Management • Global Business

Mr. Jones brings exceptional financial, executive, and management experience gained through his experience as a CPA, CFO and CEO. He led and worked with M&T and M&T Bank throughout its years of growth and lends insight and perspective as we grow our company.

SKILLS AND QUALIFICATIONS

PROPOSAL 1: ELECTION OF DIRECTORS

		INDEPENDENT DIRECTOR SINCE: 2021   AGE: 55   COMMITTEES: Audit Compensation						OTHER PUBLIC COMPANY BOARDS (PAST FIVE YEARS): • Rosecliff Acquisition Corp I • Wheels Up Partners Holdings LLC
		SKILLS:
		• Public Company Board Experience • Executive Leadership • Financial Experience or Capital (Lending) Experience • Industry (Automotive, eCommerce, Retail) • Strategy						• Human Capital Management • Oversight, Corporate Governance & Risk Management • Global Business

Mr. Radecki has diverse experience in investment and advisory services as a private angel investor and is an audit committee financial expert. His leadership and financial roles at public companies, including as a CEO and CFO, bring critical skills and strategic insight to both the Audit Committee and the Board.

SKILLS AND QUALIFICATIONS

PROPOSAL 1: ELECTION OF DIRECTORS

DIRECTORS CONTINUING IN OFFICE UNTIL THE 2028 ANNUAL MEETING OF SHAREHOLDERS (CLASS I)

		DIRECTOR SINCE: 2016   AGE: 51   COMMITTEES: None						OTHER PUBLIC COMPANY BOARDS (PAST FIVE YEARS):
		SKILLS:
		• Executive Leadership • Industry (Automotive, eCommerce, Retail) • Strategy • Human Capital Management						• Innovative Technologies and AI Experience • Global Business • Sales & Marketing

Mr. Chamoun entrepreneurial history, experience building and growing companies, and his executive and managerial roles lend innovation, integrity and leadership to our company both in his role as CEO and as a board member. Mr. Chamoun’s 10 years of leadership at the Company has provided him with valuable institutional knowledge.

SKILLS AND QUALIFICATIONS

PROPOSAL 1: ELECTION OF DIRECTORS

		INDEPENDENT DIRECTOR SINCE: 2017   AGE: 65   COMMITTEES: Compensation (Chair)						OTHER PUBLIC COMPANY BOARDS (PAST FIVE YEARS): • CS Disco
		SKILLS:
		• Public Company Board Experience • Executive Leadership • Human Capital Management • Strategy						• Oversight, Corporate Governance & Risk Management • Global Business • Sales and Marketing

Mr. Goodman brings almost 30 years of investing and leadership experience, including as a leading investor in software, mobile and B2B marketplaces. Mr. Goodman has been on our board since 2017 and knows the company well. He acts as a strategic advisor for our company based on a foundation built over many years advising companies through his director positions.

SKILLS AND QUALIFICATIONS

 BOARD OF DIRECTORS AND

 CORPORATE GOVERNANCE

Independence of Our Board of Directors

Our Common Stock is listed on the New York Stock Exchange (“NYSE”). Under the NYSE listing standards and the rules of the SEC, including Rule 10A-3(b)(1) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), a majority of the members of our Board must qualify as “independent,” as affirmatively determined by our Board.

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

Board Leadership Structure

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

Composition and Evaluation of our Board

Our Board believes having a broad, diverse range of experiences, perspectives, and backgrounds strengthens its ability to effectively oversee our management and strategy, and position ACV to deliver long-term value for our shareholders. The Nominating and Corporate Governance Committee is responsible for evaluating current Board members, identifying qualified candidates to become directors, and recommending to the Board director nominees. The Board’s goal is to have members who possess relevant expertise, experiences upon which to be able to offer advice and guidance to management, have sufficient time to devote to the affairs of ACV, demonstrate excellence, have the ability to exercise sound business judgment, and have the commitment to rigorously represent the long-term interests of our shareholders.   Each year, the Nominating and Corporate Governance Committee leads an evaluation process to assess the current Board members’ qualifications, performance and contributions to the Board before making a recommendation to the Board for nomination of directors. In 2025, the independent Chair of the Nominating and Corporate Governance Committee, as part of the

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

evaluation process, conducted one-on-one interviews of each of the directors to gather input for such evaluation and determine if any changes were needed to the Board or any of the Committees. Based on this process, the Nominating and Corporate Governance Committee recommended the re-election of two current board members to the Board and engaged a third party to develop a pipeline of potential future board candidates, regardless of current vacancies, as part of ongoing planning and development. The Board aims to maintain a mix of experienced, longer-tenured directors who possess deep institutional knowledge along with newer directors who may lend new insights. Our Board is made up of directors who have been members of the Board for more than 9 years and members for less than 5 years and range in age from 51 to 67, with an average age of approximately 58. Overall, the goal is to maintain a well-balanced composition that combines a variety of experiences, backgrounds, skills, and perspectives to guide ACV effectively in the pursuit of our strategic objectives. Below is a matrix of the skills and experiences represented on our Board.

Director Skills Matrix

KEY EXPERIENCE AND SKILLS

Public Company Board Experience Experience serving on public company boards and knowledge of governance best practices, enabling effective oversight and management of ACVA’s Board dynamics and initiatives that drive long-term value for ACVA shareholders.

Executive Leadership Significant senior leadership experience at a public company or similarly large and complex enterprise with insight into strategic decision-making and operational management.

Financial Experience or Capital (Lending) Experience Expertise in financial reporting, accounting and audit processes to ensure robust internal controls for ACVA’s compliance, with direct experience managing capital lending structures to support disciplined financial oversight.

Industry (Automotive, eCommerce, Retail) Strong background in automotive, ecommerce, or retail industries, with specialized experience in either scaling internet and/or digital commerce platforms, providing insights into digital trends, consumer behavior and competitive positioning for ACVA’s growth.

Strategy Robust experience leading or advising on corporate strategy including investments, including assessing growth opportunities, strategic investment, mergers & acquisitions, and long-term planning to deliver sustainable growth.

Human Capital Management Deep experience overseeing talent strategy aligned with business needs, including fostering a strong company culture, building a robust talent pipeline and succession planning, talent upskilling to drive sustainable value.

Oversight, Corporate Governance & Risk Management Experience overseeing corporate governance and compliance or regulatory experience, which may include data, cybersecurity, or privacy, either at the company or board level.

Innovative Technologies and AI Experience Experience directly with or overseeing corporate technology and innovation initiatives, including an understanding of opportunities for and the application of technology or AI tools for the purpose of supporting predictive pricing engines, vehicle inspection optimization, or analytics.

Global Business Track record of scaling businesses across international jurisdictions, with deep knowledge of driving growth across varied markets, economic conditions and regulatory environments.

Sales and Marketing Ability to develop go-to-market strategies across large-scale operations, provide perspective on expanding market share and entering new markets to accelerate sales, while maintaining a strong brand reputation and positioning.

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

Role of the Board of Directors in Risk Oversight

One of the key functions of our Board is informed oversight over, rather than direct management of, the risk management process our management is responsible for. As such, our directors have an active role, at the Board level and also at the committee level, in overseeing management of company risk. Our Board administers this oversight function directly through the Board as a whole, as well as through various standing committees of the Board that address risks inherent in their respective areas of oversight.

Information Regarding Committees of the Board of Directors

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

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

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

Board Committees

The primary purpose of the Audit Committee is to discharge the responsibilities of our Board with respect to our corporate accounting and financial reporting processes, systems of internal control and financial statement audits, and to oversee our independent registered public accounting firm. Specific responsibilities of our Audit Committee include:

Appointing a qualified firm to serve as the independent registered public accounting firm to audit our financial statements;

 

Helping to ensure the independence and performance of the independent registered public accounting firm;

 

Helping to maintain and foster an open avenue of communication between management and the independent registered public accounting firm;

 

Discussing the scope and results of the audit with the independent registered public accounting firm, and reviewing, with management and the independent accountants, our interim and year-end operating results;

 

Developing procedures for employees to submit concerns anonymously about questionable accounting or audit matters;

Reviewing our policies on risk assessment and risk management;

 

Reviewing related party transactions;

 

Overseeing the scope, design, adequacy and effectiveness of our internal control over financial reporting and our disclosure controls and procedures;

 

Approving (or, as permitted, pre-approving) all audit and all permissible non-audit services to be performed by the independent registered public accounting firm; and

 

Oversees risks associated with cyber and information security, regulation, and conflicts of interest.

We believe that the composition and functioning of our Audit Committee complies with all applicable requirements of the Sarbanes-Oxley Act, and all applicable SEC and NYSE rules and regulations.

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

The primary purpose of our Compensation Committee is to discharge the responsibilities of our Board in overseeing our compensation policies, plans and programs and to review and determine, or recommend that our Board approve, the compensation to be paid to our executive officers, non-employee directors, and other senior management, as appropriate. Specific responsibilities of our Compensation Committee include:

Approving the retention of compensation consultants and outside service providers and advisors;

 

Reviewing and approving, or recommending that our Board approve, the compensation, individual and corporate performance goals and objectives and other terms of employment of our executive officers, including evaluating the performance of our Chief Executive Officer and, with his assistance, that of our other executive officers;

 

Reviewing and recommending to our Board the compensation of our Chief Executive Officer

 

Reviewing and recommending to our Board the compensation of our directors;

 

Administering our equity and non-equity incentive plans;

Reviewing our practices and policies of employee compensation as they relate to risk management and risk-taking incentives;

 

Reviewing and evaluating succession plans for the executive officers;

 

Reviewing and approving, or recommending that our Board approve, incentive compensation and equity plans; and

 

Reviewing and establishing general policies relating to compensation and benefits of our employees and reviewing our overall compensation philosophy.

We believe that the composition and functioning of our Compensation Committee complies with all applicable SEC and NYSE rules and regulations.

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

Specific responsibilities of our Nominating and Corporate Governance Committee include:

Identifying, evaluating, and selecting, or recommending that our Board approve, nominees for election to our Board and its committees;

 

Approving the retention of director search firms;

 

Evaluating the performance of our Board and of individual directors;

 

Considering the composition of our Board and its committees, including evaluating directors’ interests, experience, and independence along with requirements imposed by law and the stock exchange and the needs of the company, and making recommendations to our Board regarding any changes it sees as reasonable given such evaluation;

Considering and making recommendations to our Board or taking action related to sustainability matters; and

 

Evaluating the adequacy of our corporate governance practices and reporting.

We believe that the functioning of our Nominating and Corporate Governance Committee complies with all applicable SEC and NYSE rules and regulations.

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

Compensation Committee Processes and Procedures

Our Compensation Committee generally meets quarterly and with greater frequency if necessary. The Compensation Committee also acts periodically by unanimous written consent in lieu of a formal meeting. The agenda for each meeting is usually developed by the Chairperson of the Compensation Committee, in consultation with management. The Compensation Committee meets regularly in executive session. However, from time to time, various members of management and other employees as well as outside advisors or consultants may be invited by the Compensation Committee to make presentations, to provide financial or other background information or advice or to otherwise participate in Compensation Committee meetings. Our Chief Executive Officer may not participate in, or be present during, any deliberations or determinations of the Compensation Committee regarding his compensation.

The charter of the Compensation Committee grants the Compensation Committee full access to all books, records, facilities and personnel of ACV. In addition, under the charter, the Compensation Committee has the authority to obtain, at our expense, advice and assistance from compensation consultants and internal and external legal, accounting or other advisors and other external resources that the Compensation Committee considers necessary or appropriate in the performance of its duties. The Compensation Committee has direct responsibility for the oversight of the work of any consultants or advisors engaged for the purpose of advising the Compensation Committee. In particular, the Compensation Committee has the authority to retain compensation consultants to assist in its evaluation of executive and director compensation, including the authority to approve the consultant’s reasonable fees and other retention terms.

After taking into consideration the six factors prescribed by the SEC and NYSE that bear upon the determination of an advisor as independent, the Compensation Committee engaged Compensia, Inc. (“Compensia”) as its compensation consultant. The Compensation Committee requested that Compensia:

As part of its engagement, Compensia was requested by the Compensation Committee to review and update a comparative group of companies and to perform analyses of competitive performance and compensation levels for that group. Compensia ultimately developed recommendations that were presented to the Compensation Committee for its consideration and approved, which is further discussed in our Compensation Discussion & Analysis section.

Generally, the Compensation Committee’s process for determining executive compensation comprises two related elements: the determination of compensation levels and the establishment of performance objectives for the current year. For executive officers (including our NEOs, other than our Chief Executive Officer), the Compensation Committee solicits and considers evaluations and recommendations submitted to the committee by our Chief Executive Officer. The Compensation Committee discusses and recommends proposed compensation for the Chief Executive Officer to our Board of Directors, which then approves the Chief Executive Officer’s compensation and equity awards. For all executives and directors, as part of its deliberations, the Compensation Committee may review and consider, as appropriate, materials such as financial reports and projections, operational data, executive and director stock ownership information, company stock performance data, analyses of historical executive compensation levels and current company-wide compensation levels and recommendations of the Compensation Committee’s compensation consultant, including analyses of executive and director compensation paid at other companies identified by the consultant.

Compensation Committee Interlocks and Insider Participation

No member of our Compensation Committee is currently one of our officers or employees. None of our executive officers currently serves, or has served during the last year, as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving as a member of our Board of Directors or Compensation Committee.

Nominating and Corporate Governance Committee Processes and Procedures

In the case of an incumbent director whose term of office is set to expire, the Nominating and Corporate Governance Committee reviews such director’s overall service to ACV during his or her term, including the number of meetings attended, level of participation, quality of performance and any other relationships and transactions that might impair such director’s independence. In the case of new director candidates, our Nominating and Corporate Governance Committee also evaluates whether the nominee is independent for NYSE purposes, based upon applicable NYSE listing standards, applicable SEC rules and regulations and the advice

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

of counsel, if necessary. To identify qualified candidates for membership on the Board, our Nominating and Corporate Governance committee considers criteria approved by the Board, including consideration of the potential conflicts of interest, director independence and other requirements. Our Nominating and Corporate Governance Committee conducts any appropriate and necessary inquiries into the backgrounds and qualifications of possible candidates. After considering the function and needs of our Board, our Nominating and Corporate Governance Committee meets to discuss and consider the candidates’ qualifications and then selects a nominee for recommendation to our Board.

The Nominating and Corporate Governance Committee’s policy is to consider recommendations for director nominees made by shareholders and evaluate them using the same criteria as for other candidates. Recommendations received from shareholders are reviewed by the Nominating and Corporate Governance Committee to determine whether each candidate meets the criteria described herein, and if so, whether the candidate’s expertise and particular set of skills and background fit the current needs of the Board. Any shareholder recommendation must be sent to the Nominating and Corporate Governance Committee by following the procedures set forth in the “Questions and Answers About the Meeting and Voting” section.

Any shareholder nominations of director candidates must comply with applicable law and our amended and restated bylaws in order to be brought before an Annual Meeting, which procedures are summarized below, and the Nominating and Corporate Governance Committee will review the qualifications of any such candidate in accordance with the criteria described herein. Shareholders who wish to nominate individuals for election to our Board of Directors should do so by delivering a written recommendation to our Nominating and Corporate Governance Committee at 640 Ellicott Street, #321, Buffalo, New York 14203, Attention: Secretary, at least 120 days prior to the anniversary date of the mailing of our proxy statement for the preceding year’s annual meeting of shareholders.

Each submission must include, among other things, the name, age, business address and residence address of the proposed candidate, the principal occupation or employment of the proposed candidate, details of the proposed candidate’s ownership of our capital stock, a description of the proposed candidate’s business experience for at least the last five years, and a description of the proposed candidate’s qualifications as a director. Any such submission must be accompanied by the written consent of the proposed candidate to be named as a nominee and to serve as a director if elected, and we may require any proposed nominee to furnish such other information as is reasonably required to determine the eligibility of such proposed nominee to serve as an independent director under applicable NYSE requirements or applicable law. For shareholders who wish to nominate directors in accordance with the procedures in our amended and restated bylaws and Rule 14a-19 under the Exchange Act, please see the deadlines described in “How May I Make Proposals or Nominate A Director For Next Year’s Meeting?” In the Questions and Answers about the Meeting and Voting section below and refer to our amended and restated bylaws for a complete description of the required procedures for nominating a candidate to our Board.

Change In the Number of Directors

Any additional directorships resulting from an increase in the number of directors will be distributed among the three classes of directors so that, as nearly as possible, each class will consist of one-third of the directors. Vacancies on the Board may be filled only by persons elected by a majority of the remaining directors. A director elected by the Board to fill a vacancy in a class, including vacancies created by an increase in the number of directors, shall serve for the remainder of the full term of that class and until the director’s successor is duly elected and qualified. The division of our Board into three classes with staggered three-year terms may delay or prevent a change of our management or a change in control of ACV.

Director Attendance at Meetings

Our Board meets periodically during the year to review significant developments affecting us and to act on matters requiring the approval of our Board. Our Board met seven (7) times during the year ended December 31, 2025. In 2025, our current directors attended 100% of all Board meetings (except one director who missed one Board meeting) and 100% of all meetings of the Board committees of which they were members (except for one director who missed one Audit Committee meeting).

Executive Sessions

To ensure free and open discussion and communication among the non-management directors of the Board, our independent, non-management directors meet separately in regularly scheduled executive sessions without members of management. The chairman presides at the executive sessions.

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

Investor Outreach and Shareholder Engagement

Our relationship with our shareholders is an important part of our corporate governance program. As in the past, our shareholder and investor outreach includes regular reporting through the SEC, investor quarterly earning discussions, investor conferences and meetings, news releases, and in 2025, an analyst day. In 2025, we also started a shareholder engagement program to engage with certain investors through a structured communication program. We reached out to 10 investors representing 36% of our outstanding shares, and were able to meet with 4 of those investors representing 17% of our outstanding shares. In those meetings, we solicited feedback on topics such as corporate governance, executive compensation, and board composition, among other matters. Our goal was to understand shareholder priorities, to identify emerging issues that may affect our strategies, and be able to address shareholder concerns. Through this process we heard an investor focus on continuing on our path of keeping executive compensation at a market level and increasing our focus on aligning executive compensation to shareholder interests, as well as continuing to evolve our governance practices. We responded in 2025 to that feedback with an increased use of at-risk executive compensation tied to a rTSR metric for newly granted PSUs, and the implementation of stock ownership guidelines for our executives. We further intend to continue our shareholder engagement program in 2026. While we met with shareholders early in 2025 prior to filing the proxy, we plan to reach out to shareholders later this year with the goal of meeting with investors who have greater availability later in the year.

CORPORATE GOVERNANCE HIGHLIGHTS

Since going public, ACV has put strong corporate governance practices in place to protect our company and our investors. As we grow and learn more about our investment community through the engagements discussed above, we continue to make changes in response to shareholder feedback. The practices and initiatives below highlight some of the efforts we have made and continue to make related to corporate governance.

COMMUNICATIONS WITH OUR BOARD OF DIRECTORS

Shareholders of ACV or other interested parties wishing to communicate with our Board, an individual director or the independent directors as a group, may do so by sending a written communication to the Board, such director, or such group c/o 640 Ellicott Street, #321, Buffalo, New York 14203, Attention: Secretary, or to [email protected]. The Secretary will review each communication and will forward such communication to the Board or to any individual director to whom the communication is addressed unless the communication contains advertisements or solicitations or is unduly hostile, threatening or similarly inappropriate, in which case the Secretary shall discard the communication or inform the proper authorities, as may be appropriate.

Corporate Sustainability Highlights

We aim to provide trust and transparency in everything we do, including with respect to our teammates, our customers, our community, and the environment. We continue to invest in improving our performance with respect to each of these important topics, with a focus on maintaining the highest standards of business conduct and ethics.

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

In 2025, under the oversight of our Nominating and Corporate Governance Committee, we continued our efforts in the following areas:

PEOPLE AND CULTURE

ACV teammates make this company what it is. They are the very foundation of all that we do. We respect and listen to our teammates, and we care for their well-being. At ACV, we believe in a culture in which every individual is welcomed and empowered to share their ideas and insights as we work together to grow our company. We encourage teammates’ proposals for solutions and improvements day to day and offer them further opportunity to innovate during regular “hackathons.” During a hackathon in 2025, some of our teammates designed a new system for the pickup of vehicles after sale designed to prevent fraud and reduce risk to our dealers. This system was adopted by the company and rolled out to all of our customers.

We are committed to recruiting, retaining and developing high-performing, innovative and engaged teammates with a broad range of backgrounds and experiences, and believe this benefits our teammates, our customers and the performance of the company.

Once joining our company, we offer our teammates access to speakers, internal and external, whose presentations support their personal and professional development. We offer wellness programs including physical fitness challenges, financial wellness educational courses, and meditation classes to promote our teammates’ overall wellbeing. We provide both budget-friendly and family-friendly health care options including generous parental leave, telehealth resources, and robust health insurance. Under our safety program, we provide analysis, advice and training about safety measures, including defensive driving courses, and assistance in the event of injury.

We provide a robust range of training to our teammates, not only related to their specific role with the company, but also skills they can apply generally to their opportunities.

ACV is committed to providing a workplace where teammates are treated with respect, have the support they need to be successful, and are able to bring forth issues or concerns when they arise. We have multiple avenues for our teammates to share feedback, raise concerns, or otherwise bring visibility to situations that affect the organization, including discussing with their managers, emailing or reaching out in person to the People Team either directly or via email, and we offer a teammate-focused hotline, which includes the option to provide information anonymously. We also participate in the Great Place to Work survey to receive feedback from our team on what is going well and hear about areas where we can improve.

COMMUNITY ENGAGEMENT

Giving back to the community is a key component of our culture. The “ACV Cares” volunteer committee is committed to creating opportunities to support worthy causes and community efforts with the goal of improving the lives of our neighbors. ACV Cares offers company-driven initiatives to support local charities and we encourage our teammates to create their own charitable initiatives, in their areas. For example, in 2025, our teammates were involved in the following community projects:

These and many more charitable events keep our teammates engaged with and improving our communities.

ENVIRONMENTAL

By the very nature of our business, we encourage re-use and smart marshalling of resources to reduce waste and its negative effects on the earth. Since the primary focus of our business is a digital platform for dealers to buy and sell cars from each other, we make it easy for auto dealers to buy and sell pre-owned vehicles without the need to transfer vehicles multiple times before they get to the end buyer, reducing emissions and gasoline usage.

Our offices are organized to reduce impact on the environment, including efforts such as offering recycling bins, providing purified water dispensers to reduce the use of individual plastic bottles, maintaining EV charging stations at our headquarters, and organizing electronics donations. We facilitate remote work where feasible, reducing our office footprint as well as emissions and gasoline use. We manage our remarketing center operations with our environment, wildlife, and our neighbors in mind.

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

2025 Director Compensation

The following table sets forth information regarding compensation earned by or paid to our non-employee directors for the year ended December 31, 2025. Mr. Chamoun, our Chief Executive Officer, is also a member of our Board, but does not receive any additional compensation for his service as a director. See the section titled “Executive Compensation” for more information regarding the compensation earned by Mr. Chamoun.

NON-EMPLOYEE DIRECTOR COMPENSATION POLICY

Our Board maintains a non-employee director compensation policy that is applicable to all of our non-employee directors. This policy provides that each such non-employee director will receive the following compensation for service on our Board:

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

Initial RSU Awards. All non-employee directors who join our Board are granted, upon the director’s initial election or appointment to our Board, an RSU award with an aggregate grant date fair value of $330,000, as calculated in accordance with FASB ASC Topic 718 (“ASC Topic 718”), vesting in three equal annual installments, on each of the first three anniversaries of the grant date, subject to the non-employee director’s continued service through each applicable vesting date.

Refresher RSU Awards. A refresher RSU award will be granted with a grant date fair value of $165,000 as calculated in accordance with ASC Topic 78 at each Annual Meeting of our Shareholders to each non-employee director who (i) has served as a non-employee member of our Board for at least six months prior to the Annual Meeting and (ii) continues to serve following such Annual Meeting. Such refresher RSU awards will vest on the first anniversary of their grant date (or the day immediately preceding the next Annual Meeting, if sooner).

Retainer RSU Award. Pursuant to the non-employee director compensation policy, each non-employee director may elect to receive all of his or her cash compensation payable thereunder as an RSU award, which we refer to as the retainer RSU award. If a non-employee director timely makes this election, the retainer grant will be automatically granted to the non-employee director on January 1 of each year and will have an aggregate grant date fair value, as calculated in accordance with ASC Topic 718, equal to the aggregate cash compensation that would have otherwise been paid for the upcoming calendar year. Each retainer RSU award will vest in four equal installments on the last day of each of the company’s fiscal quarters, subject to the non-employee director’s continued service though each applicable vesting date. None of our current non-employee directors has made such an election.

Each of the RSU awards granted under the non-employee director compensation policy described above will be granted under our 2021 Equity Incentive Plan (“2021 Plan”). Each such award will vest subject to the non-employee director’s continued service with us through each applicable vesting date, provided that each RSU award will vest in full upon a “Change in Control,” as defined in the 2021 Plan.

 PROPOSAL 2: APPROVAL, ON A NON-BINDING,

 ADVISORY BASIS, OF THE COMPENSATION OF

 OUR NAMED EXECUTIVE OFFICERS

In accordance with the requirements of Section 14A of the Exchange Act, we are providing our shareholders the opportunity to vote to approve, on a non-binding, advisory basis, the compensation of our named executive officers (as disclosed under “Compensation Discussion and Analysis,” the tables included under the heading “Executive Compensation”).

You are encouraged to review the section titled “Executive Compensation” and, in particular, the section titled “Compensation Discussion and Analysis” in this Proxy Statement, which provide a comprehensive review of our executive compensation program and its elements, objectives and rationale.

The vote on this resolution is not intended to address any specific element of compensation, rather the vote relates to the compensation of our named executive officers in its totality, as described in this Proxy Statement in accordance with the compensation disclosure rules of the SEC.

In accordance with Section 14A of the Exchange Act rules, shareholders are asked to approve the following non-binding resolution:

“RESOLVED, that the Company’s shareholders hereby approve, on a non-binding, advisory basis, the compensation of the Company’s named executive officers, as disclosed in the Company’s proxy statement for the ACV Auctions Annual Meeting of Shareholders to be held on May 27, 2026, pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the compensation tables and the accompanying narrative.”

Since this proposal is an advisory vote, the result will not be binding on our Board of Directors or our Compensation Committee. However, our Board of Directors values our shareholders’ opinions, and our Board of Directors and the Compensation Committee will take into account the outcome of the advisory vote when considering future executive compensation decisions.

		OUR BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE APPROVAL OF THE NON-BINDING RESOLUTION ON NAMED EXECUTIVE OFFICER COMPENSATION.

 EXECUTIVE OFFICERS

The following table sets forth, for our executive officers, their ages and position held with us as of the date of this Proxy Statement:

George Chamoun Director, Chief Executive Officer		William Zerella Chief Financial Officer		Vikas Mehta Chief Operations Officer		Michael Waterman Chief Sales Officer		Craig Anderson Chief Corporate Development and Strategy Officer		Leanne Fitzgerald Chief Legal Officer

Biographical information for George Chamoun is included above with the director biographies under the caption “Information Regarding Director Nominees and Current Directors.”

William Zerella has served as our Chief Financial Officer since September 2020. Prior to joining us, Mr. Zerella served as Chief Financial Officer of Luminar Technologies, Inc. from June 2018 to May 2020. Mr. Zerella also served as Chief Financial Officer of Fitbit, Inc. from June 2014 to June 2018. In addition to these roles, he has previously served as Chief Financial Officer for Vocera Communications, Inc., Force10 Networks Inc., Infinera Corporation and Calient Technologies, Inc., along with holding various other senior-level financial and management positions at additional companies, including GTECH Corporation and Deloitte & Touche LLP. Mr. Zerella is currently a member of the Board of TKB Critical Technologies 1, where he also serves as chair of the Audit Committee. Mr. Zerella holds a B.S. in accounting from the New York Institute of Technology and an M.B.A. from the New York University Leonard N. Stern School of Business.

Vikas Mehta has served as our Chief Operating Officer since January 2019. Prior to joining us, Mr. Mehta served for over a decade in several leadership roles in North America and Europe at eBay, Inc. (“eBay”), including as Payments Lead, Americas from June 2018 to January 2019 and General Manager, Consumer Business Germany from June 2015 to May 2018. He has also served as Chief Operating Officer at Kijiji, an eBay subsidiary and Canada’s largest classifieds site, in addition to earlier roles at the company. Prior to joining eBay, Mr. Mehta served as Manager of Sourcing Strategy at The Allstate Corporation. Mr. Mehta holds a B.S. in chemical engineering from the University of Florida and master’s degrees in chemical engineering and technology policy from the Massachusetts Institute of Technology.

Michael Waterman has served as our Chief Sales Officer since April 2019, and previously served as our Senior Vice President, Business Development beginning in October 2016. Prior to his arrival at our Company, Mr. Waterman served in various product and sales management roles, including as Division Vice President at Dealertrack, Inc. from November 2012 until July 2016, Director, Strategic Dealer Sales at ADESA, Inc. from March 2011 until October 2013 and National Sales Director, Inventory Solutions at Dealertrack, Inc. from March 2006 until March 2011. He began his career managing automobile dealerships. Mr. Waterman holds a B.S. in finance from Kent College.

EXECUTIVE OFFICERS

Craig Anderson has served as our Chief Corporate Development and Strategy Officer since June 2018. He previously served as Chief Financial Officer at Compass, a real estate platform, from July 2017 until March 2018. Before that, Mr. Anderson served as Chief Financial Officer and Chief Operating Officer of Flywheel Sports, a technology-enabled fitness provider, from September 2015 to June 2017, as well as President and Chief Operating Officer at Opt-Intelligence, an advertising exchange, from April 2013 to September 2015. Mr. Anderson began his career as an attorney at O’Melveny & Myers LLP before moving to the investment banking division of The Blackstone Group. Mr. Anderson holds a B.A. in economics from the University of California, Berkeley, a J.D. from Harvard Law School and an M.B.A. from The Wharton School at the University of Pennsylvania.

Leanne Fitzgerald has served as our Chief Legal Officer and Secretary since February 2022. Prior to her appointment at ACV, she was Senior Vice President, General Counsel and Secretary at Cerence, Inc. a provider of voice assistant solutions to automotive OEMs, since October 2019. Previously, Ms. Fitzgerald was with Nuance Communications Inc. (“Nuance”) and served as its Vice President, Associate General Counsel, Corporate, Securities and Compliance and Assistant Secretary from 2018 and as Vice President, Associate General Counsel and Assistant Secretary since 2014, and Associate General Counsel Intellectual Property since 2008. Prior to joining Nuance, she served in a variety of positions with increasing responsibility in the legal department of EMC Corporation from 1994 to 2008, culminating as Associate General Counsel. Ms. Fitzgerald holds a B.S. in engineering from the University of Massachusetts at Amherst and a J.D. from the University of New Hampshire School of Law, the Franklin Pierce Law Center.

 COMPENSATION DISCUSSION

 AND ANALYSIS

OUR NAMED EXECUTIVE OFFICERS

This Compensation Discussion and Analysis section discusses our executive compensation policies and how and why our Compensation Committee arrived at specific compensation decisions for the fiscal year ended December 31, 2025 for the individuals who served as our principal executive officer, our principal financial officer and our three other most highly compensated executive officers as of December 31, 2025 (collectively, the “NEOs”). Our NEOs are George Chamoun, William Zerella, Vikas Mehta, Michael Waterman and Leanne Fitzgerald.

This CD&A is divided into three sections:

Executive Summary

BUSINESS HIGHLIGHTS

ACV is on a mission to transform the automotive industry by building the most trusted and efficient digital marketplace and data solutions for sourcing, selling, and managing used vehicles with transparency and comprehensive insights that were once unimaginable.

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

COMPENSATION DISCUSSION AND ANALYSIS

FINANCIAL AND BUSINESS HIGHLIGHTS FOR FISCAL YEAR ENDED DECEMBER 31, 2025

For the fiscal year ended December 31, 2025, highlights of our business included the following:

OBJECTIVES, PHILOSOPHY, AND ELEMENTS OF EXECUTIVE COMPENSATION

Each year our Compensation Committee thoroughly reviews our executive compensation program with guidance from our internal People Team and the Committee’s independent compensation consultant, Compensia. Their ultimate goal is to establish an executive compensation program that attracts, retains, incentivizes, and rewards high-caliber, results-oriented executives who create and sustain value for our shareholders over the long term. We believe the following philosophies have facilitated our ability to compete for and retain talent and have facilitated key contributions to our long-term success. Our executive compensation program aims to achieve the following main objectives:

KEY FEATURES OF OUR EXECUTIVE COMPENSATION PROGRAM

The key features of our executive compensation program, policies and practices include the following: