Sector: Industrials
ACV AUCTIONS INC CLASS A · Meeting: May 27, 2026
Directors FOR
0
Directors AGAINST
2
Say on Pay
FOR
Auditor
FOR
Election of the two Class II Directors named in this Proxy Statement
Against Analysis
Mr. Hirsch has served on the board since 2016, meaning his full tenure overlaps with ACV's severe stock underperformance: the company's stock fell about 60% over three years while the compensation peer group median fell only about 6% — a gap of roughly 54 percentage points, well above the 20-point threshold that triggers a vote against; the five-year record is equally poor (ACVA down 86% vs. peers down 50%), so there is no longer-term track record to offset the recent underperformance.
Ms. Kamerick has served on the board since 2020, giving her roughly five years of tenure that substantially overlaps the period during which ACV's stock dramatically underperformed its peers; the three-year gap of about 54 percentage points (ACVA down ~60%, peers down ~6%) far exceeds the 20-point trigger, and the five-year check (ACVA down 86% vs. peers down 50%) also fails the threshold, so no mitigating credit applies for a stronger longer-term record.
For Analysis
Both Class II director nominees are recommended AGAINST under the TSR underperformance trigger. ACV's stock has fallen approximately 60% over three years while the company's own disclosed compensation peer group declined only about 6% on median — a gap of roughly 54 percentage points that far exceeds the 20-point threshold applicable when absolute three-year returns are negative. The five-year picture is equally weak (ACVA down 86% vs. peers down 50%), so the policy's mitigant for transient underperformance within an otherwise solid longer-term record does not apply. Both directors have been on the board long enough to be held accountable for this sustained destruction of shareholder value.
CEO
GEORGE CHAMOUN
Total Comp
$7,887,018
Prior Support
81%%
The prior year Say on Pay vote received approximately 81% support — above the 70% threshold that would require visible remedial action — and the company has demonstrably responded to shareholder feedback by introducing relative total shareholder return (rTSR) performance stock awards in 2025 and implementing executive stock ownership guidelines. CEO total compensation of approximately $7.9 million is predominantly equity-based (roughly 94% of total pay in stock awards, with zero bonus paid because the company missed its revenue and EBITDA targets), reflecting a pay mix that is heavily variable and genuinely at-risk; the compensation committee's decision to pay no annual bonus when financial thresholds were missed is a meaningful sign that the incentive plan has real teeth. While absolute stock performance has been deeply negative, the incentive pay structure aligns executive outcomes with shareholder experience rather than insulating executives from poor results.
Auditor
Ernst & Young LLP
Tenure
N/A
Audit Fees
$2,055,000
Non-Audit Fees
$0
All non-audit fees (tax, audit-related, and other) were zero for fiscal year 2025, meaning 100% of fees paid to Ernst & Young were for core audit work — well within the policy's 50% non-audit threshold; no material restatements were identified, and Ernst & Young is a Big 4 firm appropriate for ACV's size and complexity. Auditor tenure was not disclosed in the proxy, so the tenure trigger does not fire under policy (which requires confirmed data).
The 2026 ACV Auctions annual meeting ballot contains three proposals: director elections, Say on Pay, and auditor ratification. Both director nominees are voted AGAINST due to sustained and severe stock underperformance against the company's own peer group over three and five years, while the Say on Pay and auditor ratification proposals both pass the policy screens and receive FOR votes, supported by a genuinely at-risk pay structure (no bonus paid in 2025) and a clean audit fee profile with zero non-audit fees.
16 companies disclosed in 2026 proxy filing
