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IAA, Inc. – ‘DEF 14A’ for 6/15/22

On:  Monday, 5/2/22, at 3:32pm ET   ·   For:  6/15/22   ·   Accession #:  1140361-22-17225   ·   File #:  1-38580

Previous ‘DEF 14A’:  ‘DEF 14A’ on 4/22/21 for 6/16/21   ·   Latest ‘DEF 14A’:  This Filing   ·   5 References:   By:  IAA, Inc. – ‘DEFM14A’ on 2/10/23 By:  RB Global Inc. – ‘424B3’ on 2/10/23 By:  RB Global Inc. – ‘S-4/A’ on 2/9/23 By:  RB Global Inc. – ‘S-4/A’ on 2/1/23 By:  RB Global Inc. – ‘S-4’ on 12/14/22 

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 5/02/22  IAA, Inc.                         DEF 14A     6/15/22    1:4.3M                                   Edgarfilings Ltd.

Document/Exhibit                   Description                      Pages   Size 

 1: DEF 14A     Definitive Proxy Statement                          HTML    632K 

May 2, 2022

DEAR FELLOW STOCKHOLDER

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

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

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

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

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

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

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

Sincerely,

John P. Larson

Chairman of the Board

Two Westbrook Corporate Center, Suite 500

Westchester, Illinois 60154

		On Behalf of the Board of Directors,
	May 2, 2022	J. Sidney Peryar
	Westchester, Illinois	Executive Vice President,
		Chief Legal Officer & Secretary

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

BENEFITS OF A VIRTUAL ANNUAL MEETING

ATTENDANCE AND VOTING AT THE VIRTUAL ANNUAL MEETING

PRE-REGISTER TO ATTEND THE VIRTUAL ANNUAL MEETING

QUESTIONS AT THE VIRTUAL ANNUAL MEETING

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

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

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

WEBSITE REFERENCES

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

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

ITEMS TO BE VOTED ON AT THE ANNUAL MEETING OF STOCKHOLDERS

BOARD OF DIRECTORS (PAGES 13 – 20)

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

2021 BUSINESS HIGHLIGHTS

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

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

CORPORATE GOVERNANCE HIGHLIGHTS (PAGES 21 – 26)

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

BOARD COMPOSITION

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

EXECUTIVE COMPENSATION (PAGES 35 – 58)

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

GENERAL

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

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

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

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

DIRECTOR INDEPENDENCE

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

BOARD QUALIFICATIONS AND DIVERSITY

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

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

INFORMATION REGARDING DIRECTORS AND DIRECTOR NOMINEES

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

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

Director Nominees

Brian Bales   Independent Director since June 2019 Age: 59   Current Board Committees: Risk & Sustainability Committee (Chair) Audit Committee

 

Skills and Qualifications

 

●

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

 

●

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

 

Career Highlights

 

●

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.

 

William (Bill) Breslin   Independent Director since June 2019 Age: 72   Current Board Committees: Compensation Committee Nominating Committee

 

Skills and Qualifications

 

●

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

 

●

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

 

Career Highlights

 

●

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

 

●

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).

Director Nominees

Gail Evans   Independent Director since February 2020 Age: 62   Current Board Committees: Compensation Committee Risk & Sustainability Committee

 

Skills and Qualifications

 

●

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

 

●

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

 

Career Highlights

 

●

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

 

●

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

 

–

Chief Digital Officer from June 2018 to March 2022.

 

–

Member of Executive Leadership team from 2016 to 2022.

 

–

Global Chief Information Officer from 2016 to 2018.

 

●

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

 

●

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).

 

Sue Gove   Independent Director since June 2019 Age: 63   Current Board Committees: Audit Committee (Chair) Risk & Sustainability Committee

 

Skills and Qualifications

 

●

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

 

●

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

 

Career Highlights

 

●

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

 

●

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).

 

●

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

 

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).

Olaf Kastner   Independent Director since June 2019 Age: 66   Current Board Committees: Compensation Committee Risk & Sustainability Committee

 

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.

 

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.

 

●	Held various Management and Senior Management positions at Colonia AG/AXA Group from 1985 to 1998.

 

●	Graduate of the University of Hamburg (MBA).

 

John P. Larson   Independent Chairman since June 2019 Age: 59   Current Board Committees: None

 

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.

 

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.

Continuing Directors

Lynn Jolliffe   Independent Director since June 2019 Age: 70   Current Board Committees: Compensation Committee (Chair) Nominating Committee

 

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.

 

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.

 

Peter Kamin   Independent Director since June 2019 Age: 60   Current Board Committees: Nominating Committee (Chair) Audit Committee

 

Skills and Qualifications

 

●

Service on the boards of a significant number of other 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.

 

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 (Nasdaq: TTSH) since 2012 and Chairman since 2018.

 

●

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.

John W. Kett   Chief Executive Officer Age: 58   Current Board Committees: None

 

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.

 

Career Highlights

 

●	Chief Executive Officer 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 in 2019.

 

–

In 2021, IAA generated $1.83 billion in revenue.

 

–

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.

 

●	On the Ravinia Board of Trustees, as well its DEI subcommittee.

 

●	An active member of the Economic Club of Chicago, Alliance of Chief Executives, and in 2020 became a Trustee of the Committee for Economic Development (CED).

 

●	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).

 

VOTE STANDARD

Each of the six 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 to the Board accepting the director’s resignation or taking 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 six director nominees to the Board.
Proxies solicited by the Board will be voted “FOR” the election of each of the six director nominees named in this Proxy Statement unless stockholders specify a contrary vote.

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 Lead Independent Director.

BOARD OF DIRECTORS MEETINGS AND ATTENDANCE

The Board held nine (9) meetings during 2021. Each of our directors attended at least 75% of the aggregate meetings of the Board and Board committees on which he or she served in 2021 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. All of our directors attended our annual meeting of stockholders held in 2021.

COMMITTEES OF THE BOARD OF DIRECTORS

We currently have four standing committees of the Board: the Audit Committee, the Compensation Committee, the Nominating & 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 of the four standing committees.

Audit Committee

Meetings Held in 2021: 6

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

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.

Compensation Committee

Meetings Held in 2021: 6

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

In 2021, 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 & Corporate Governance Committee

Meetings Held in 2021: 4

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

Independence: Each member of the Nominating Committee is independent under the NYSE rules.

Risk & Sustainability Committee

Meetings Held in 2021: 4

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

Independence: Each member of the Risk & Sustainability Committee is independent under the NYSE rules.

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

Management Responsibilities

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.”

CORPORATE GOVERNANCE DOCUMENTS

The Board has adopted the following corporate governance documents:

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 2023 Annual Meeting of Stockholders” on page 65.

BOARD EVALUATION PROCESS

The Nominating Committee coordinates 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. The assessment generally includes 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 utilizes 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 in 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.

Sustainability is at the core of IAA’s mission and purpose. At IAA, we believe that we have an obligation to be transparent in how we think about the environment and the impact that our business can have on it. During 2021, we continued our focus on making tangible impacts toward the circular economy by embedding environmental, social, and governance (“ESG”) policies and practices throughout our business, from our sustainable products and services, to how we engage with our customers, employees, and the communities in which we operate. In adhering to our commitment towards increasing transparency and being globally responsible corporate partners, we have implemented measures to align ourselves with international reporting frameworks and standards to monitor and report on our greenhouse gas (“GHG”) emissions. We have also fostered and expanded partnerships with our diverse group of stakeholders.

Our Sustainability Report for the year 2021 is available on our website at iaa.metrio.net. In addition to the 2021 Sustainability Report, we published out first SASB Report and TCFD Report (definitions below) in April 2022.

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 the 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

Environmental experts have concluded that an increase in GHG concentrations can lead to a rise in surface temperature averages, causing the planet to become warmer over time. The largest industry generator of GHG emissions is the transportation industry. For nearly 40 years, IAA’s foundation has been based on a Circular Economy business strategy. Each year, IAA processes over 2 million vehicles back into the Circular Economy to be reused and/or recycled to mitigate the sourcing of new materials that have a negative effect on the environment.

Over the last year, we have seen the financial impact that high carbon footprints due to high energy costs can have on our business and our customers. We believe that by gaining a clear understanding of our carbon footprint, we can truly embark on a journey to realistically reduce it. We continue to develop innovative ways to our measure our GHG emissions by developing GHG reduction targets and key performance indicators to measure our effectiveness. IAA maintains partnerships with environmental experts to ensure that we follow environmental laws and regulations.

In December 2021, we completed our first climate-related risk assessment to identify and quantify risks and opportunities due to the implications of climate change. We will use the results from the assessment to assist in aligning our environmental policies and disclosures with the recommended disclosures of the Task Force on Climate-Related Financial Disclosures (“TCFD”). IAA published its first TCFD Report in April 2022.

We joined the Sustainability Accounting Standards Board’s (“SASB”) Alliance Network to gain further insight from cross-sector stakeholders on corporate implementation of environmental and social best practices. To keep IAA on the leading edge of catastrophe response preparation, IAA partnered with Colorado State University’s Department of Atmospheric Science to gain an understanding of the 2021 Hurricane Outlook to provide better service to our partners and customers during an unprecedented hurricane season.

IAA will continue to be responsible in our decision-making throughout our businesses to protect the environment and conserve our natural resources for the benefit of our employees, communities, suppliers, and customers.

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: Innovative ideas and creative processes are garnered by diverse workforces. At IAA, our people are the critical drivers of our business success. IAA’s talent is derived from a strong bench of diverse, curious, imaginative individuals who work together to enhance our customers’ experience at our branches and title centers.

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 Occupational Safety and Health Administration 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. For three consecutive years, IAA has not had any data security breaches in its branches or corporate offices.

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.

As a corporate organization, IAA has sponsored a number of national and international charities focused on food security, and health and well-being of those in need. 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 face. 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 ESG initiatives. 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 our environmental, sustainability and social responsibility initiatives and develops policies and procedures designed to promote the achievement of these initiatives.

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. The current director compensation program for IAA is set forth below.

CASH AND STOCK RETAINERS

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.

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 within 5 years of becoming a member of the Board. All non-employee directors are working towards this compliance.

DIRECTOR COMPENSATION PAID IN 2021

The following table provides information regarding the fiscal 2021 compensation paid to our non-employee directors:

Mr. Kett was not entitled to receive any fees or other compensation for serving as a member of our Board in 2021 because he was employed by the Company.

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 January 2, 2022.

The following table sets forth certain information with respect to the beneficial ownership of our common stock as of April 1, 2022 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. Except as otherwise disclosed, the percentage calculations below are based on 134,202,964 shares of our common stock outstanding as of April 1, 2022.

* Less than one percent

DELINQUENT SECTION 16(a) REPORTS

Our directors, executive officers, and beneficial owners of more than 10% of our common stock are required under Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) to file reports of ownership of our common stock and changes thereto with the SEC. Based solely on our review of those reports that have been electronically filed with the SEC during or with respect to fiscal 2021, and written representations by each of our directors and executive officers that a Form 5 was not required for fiscal 2021, we believe that all such reports required by Section 16(a) during fiscal 2021 were filed on a timely basis, with the exception of: (1) the Form 4s for each of the eight independent directors reporting the annual grant of shares of our common stock in connection with our 2021 annual meeting of stockholders (June 16, 2021), which were filed on July 2, 2021; and (2) the Form 4 for Peter Kamin reporting an open market purchase of shares of our common stock on March 1, 2022, which was filed on March 4, 2022.

The following table presents information regarding our current executive officers. The information is current as of the date of this Proxy Statement.

Information on the business background of John W. Kett is set forth above under “Proposal No. 1: Election of Directors.”

	Susan Healy has served as Chief Financial Officer of IAA since September 2021. From September 2016 to January 2021, Susan Healy served as the Senior Vice President, Finance for Ulta Beauty, the leading U.S. independent beauty retailer, responsible for Strategy, M&A, FP&A, Treasury and Procurement. From September 2012 to September 2016, Healy was a strategic advisor and CFO to early-stage, venture-backed companies in the consumer, technology, healthcare and renewable energy sectors. She has also held the role of CFO at apparel retailer Lands’ End, where she led the Finance, Accounting, Legal, Procurement and IT teams. After receiving her J.D. from Harvard Law School, Healy spent twelve years at global investment firm Goldman Sachs. Healy also holds a B.S. in Finance from California State Polytechnic University, Pomona.
	Tim O’Day has served as President, U.S. Operations of IAA since June 2019. He leads the company’s U.S. operations including over 185 branch locations, title and service call centers, as well as the company’s, transportation logistics, real estate, and IAA’s catastrophe management strategy functions. Mr. O’Day joined IAA in September 2015 as Senior Vice President of Finance, a position he held until June 2019. Prior to joining IAA, Mr. O’Day was Chief Operating Officer and Chief Financial Officer of MedSpeed, a national healthcare transportation and logistics provider, from 2007 to 2015. He was founder and president of Coast to Coast Copiers, a B2B internet technology company, from 2003 to 2006. He also served as President of Braun Events, a regional special event company, from 2000 to 2003, Financial Officer of RentalMax, an equipment rental chain, from 1998 to 2000 and Director of Finance of Vistar Autoglass, a national auto glass company, from 1994 to 1997. Mr. O’Day served in various financial managerial positions at Abbott Laboratories from 1985 to 1994. Mr. O’Day holds a bachelor’s degree in business from Indiana University.
	Sidney Peryar has served as Executive Vice President, Chief Legal Officer and Secretary of IAA since June 2019. He is responsible for the company’s general legal affairs, including SEC compliance and filings, mergers and acquisitions, corporate governance and litigation, and leads the company’s climate-related risk management initiatives, corporate responsibility and sustainability efforts and its Diversity, Equity and Inclusion Council. Mr. Peryar previously served as Senior Vice President, General Counsel and Secretary of IAA from February 2017 to June 2019. Mr. Peryar first joined IAA in April 2001 as Corporate Counsel. In 2002, Mr. Peryar became an executive officer of IAA, serving as Vice-President, Corporate Counsel and Secretary, a position he held until October 2004. From October 2004 through February 2017, Mr. Peryar served as Vice President, General Counsel and Secretary of IAA. Prior to joining IAA, Mr. Peryar served as an attorney at Fairbank & Vincent. Mr. Peryar holds an MBA from Northwestern University’s Kellogg Graduate School of Management, a J.D. from Vanderbilt University School of Law and a bachelor’s degree from Auburn University.
	Maju Abraham has served as Senior Vice President and Chief Information Officer for IAA since June 2019. He leads the company’s business technology strategy and development spanning from the company’s internal business intelligence platform to external client products and solutions. Mr. Abraham previously served as Vice President of Business Technology of IAA from September 2014 to June 2019. Mr. Abraham first joined IAA in July 2005 and held various other technology roles in the company until December 2010. From December 2010 through September 2014, Mr. Abraham served as Director of Business Technology at IAA. Prior to joining IAA, Mr. Abraham worked at Accubyte Inc. from August 2002 to July 2005 and Diamond InfoTech from 1996 to 2002. Mr. Abraham holds a bachelor’s degree in economics from Mahatma Gandhi University.

GENERAL

We are providing our stockholders with the opportunity to cast a non-binding, advisory vote on the compensation of our named executive officers as disclosed pursuant to the SEC’s executive compensation disclosure rules and set forth in this Proxy Statement (including in the compensation tables and narratives accompanying those tables as well as in the Compensation Discussion and Analysis).

As described below in this Proxy Statement, our executive compensation program is structured to attract, motivate, and retain highly qualified leaders by rewarding them through a competitive and balanced offering. Our focus is on performance-based components that align our executives with IAA’s success and their direct contributions to that success. We believe that executive compensation should create a direct link between delivering performance and creating stockholder value.

In accordance with the requirements of Section 14A of the Exchange Act and the related rules of the SEC, our Board will request your advisory vote on the following resolution at the Annual Meeting:

RESOLVED, that the compensation paid to the named executive officers, as disclosed in this Proxy Statement pursuant to the SEC’s executive compensation disclosure rules (which disclosure includes the Compensation Discussion and Analysis, the compensation tables and the narrative discussion that accompanies the compensation tables), is hereby approved.

This proposal on the compensation paid to our named executive officers is advisory only and will not be binding on IAA, the Board or the Compensation Committee, and will not be construed as overruling a decision by, or creating or implying any additional fiduciary duty for, IAA, the Board or the Compensation Committee. However, the Compensation Committee, which is responsible for designing and administering IAA’s executive compensation program, values the opinions expressed by stockholders in their vote on this proposal and will consider the outcome of the vote when making future compensation decisions for named executive officers. In addition, based on our 2020 stockholders vote of “1 YEAR” as the preferred frequency option for future advisory votes on executive compensation, we will hold our next advisory vote to approve the compensation of our named executive officers at our 2023 annual meeting of stockholders.

VOTE STANDARD

Approval, on an advisory basis, of the compensation of our named executive officers requires the affirmative vote of a majority of the shares of common stock represented at the Annual Meeting and entitled to vote on Proposal No. 2. Abstentions will have the same effect as a vote “AGAINST” Proposal No. 2. Broker non-votes will not be counted in determining the outcome of Proposal No. 2.

The Board recommends that you vote “FOR” the advisory vote to approve the compensation of our named executive officers.

OVERVIEW

The following discussion and analysis of our compensation program for named executive officers should be read in conjunction with the tables and text elsewhere in this Proxy Statement that describe the compensation awarded and paid to the named executive officers.

Named Executive Officers

Our named executive officers for the last completed fiscal year were (i) our Chief Executive Officer; (ii) our Chief Financial Officer; and (iii) each of the three other most highly compensated executive officers who were serving as executive officers at the end of the last completed fiscal year. Our named executive officers are:

This Compensation Discussion and Analysis is organized into five sections: 

EXECUTIVE SUMMARY

On June 28, 2019, we were spun-off from KAR and became a stand-alone public company. As an independent company, we believe we will continue to be a leader in the salvage auction industry, and we believe our enhanced strategic focus and a streamlined operating structure will allow us to maximize long-term value for our stockholders by building on our core strengths. This is our third proxy statement and another opportunity to explain our compensation program and philosophy to our stockholders. IAA, Inc. realigned our executive team in 2021, and appointed a new chief financial officer, Susan Healy, who most recently served as Senior Vice President, finance for $20 billion market capitalization beauty retailer Ulta Beauty.

The Compensation Committee believes that the 2021 compensation of our named executive officers is commensurate with IAA’s size, performance and profitability, the significant scope of their roles and responsibilities, and their strong values-driven leadership. Our executive compensation program is straightforward, consistent, and effective. While remaining true to our guiding principles and sound compensation policies and practices, our program also has the flexibility to incorporate feedback and evolving compensation practices that are important to us and our stockholders, such as the addition of a modifier based on individual goals and key business initiatives in our short-term cash incentive program.

This Compensation Discussion and Analysis explains the guiding principles, policies and practices upon which our executive compensation program is based and the compensation paid to our named executive officers for 2021.

2021 Financial Highlights

(Dollars in Millions; percentage increases compared to fiscal 2020)

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

Our Executive Compensation Practices are Aligned with Stockholders’ Interests

We adopted a compensation program structured to achieve a close connection between executive pay and Company performance.

COMPENSATION PHILOSOPHY AND OBJECTIVES

Our executive compensation program is structured to attract, motivate, and retain highly qualified leaders by rewarding them through a competitive and balanced offering. Our focus is on performance-based components that deliver results consistent with IAA’s success and ensuring their direct contributions to that success. We believe that executive compensation should be aligned to create a direct link between delivering performance and stockholder value.

The principal objectives of our executive compensation program are:

We utilize the competitive range around the median compensation of companies in the compensation Peer Group as a starting point. Compensation decisions are determined by considering several critical factors, including experience level, tenure, sustained performance measures, and alignment with role specific requirements. The Compensation Committee does not rigidly adhere to a peer-based benchmarking strategy in setting compensation amounts for our named executive officers. Instead, the Peer Group compensation information is one of many data points considered by the Compensation Committee in making compensation decisions using its business judgment.

THE ROLE OF THE COMPENSATION COMMITTEE AND THE EXECUTIVE OFFICERS IN DETERMINING EXECUTIVE COMPENSATION

Composition of the Compensation Committee. The Compensation Committee of our Board is comprised of Mses. Jolliffe (Chair) and Evans and Messrs. Breslin and Kastner.

Role of the Compensation Committee. The Compensation Committee has primary responsibility for all compensation decisions relating to our named executive officers. The Compensation Committee reviews the aggregate level of our executive compensation, as well as the mix of elements used to compensate our named executive officers on an annual basis.

Compensation Committee’s Use of Peer Group and Survey Data. The Compensation Committee understands that most companies consider pay levels at comparably-sized, peer companies when setting named executive officer compensation levels. With assistance from its independent compensation consultant, ClearBridge, the Compensation Committee has developed a meaningful comparator group for the Company.

In order to confirm competitiveness of compensation, the Compensation Committee uses a combination of (i) survey data from AON and Mercer and (ii) proxy compensation data of a “proxy comparator group” in setting and adjusting compensation levels. In light of the lack of directly comparable companies for IAA’s business, companies in the proxy comparator group were selected based on (i) a focus on digital marketplace and auto-related fields (ii) similarly-sized revenue and market capitalization levels; (iii) comparable market growth, profitability and/or market valuation profiles; and (iv) companies with which IAA competes for executive talent.

Based on the recommendation of ClearBridge, the Compensation Committee selected the below proxy comparator group in 2021, for the purpose of making IAA compensation decisions. The proxy comparator group consists of the following 13 companies. The compensation paid by the comparator group disclosed in the IAA 2020 proxy statement was considered by the Compensation Committee in making 2021 compensation decisions. The below proxy group was approved by the Compensation Committee on July 21, 2021, and was used, and will be used, in making compensation decisions from that point forward.

2021 Proxy Comparator Group for IAA

As described above, the Compensation Committee viewed the proxy comparator group and market data as an important guide, but not as the sole determinant in making its decisions regarding compensation levels.

Role of the Independent Compensation Consultant. Since the Spin-Off, the Compensation Committee has used ClearBridge as its independent compensation consultant. ClearBridge provided: (i) advice to the Compensation Committee with respect to the assessment of the Company’s executive compensation practices; (ii) advice regarding the evaluation of long-term incentive compensation practices; (iii) advice and guidance regarding the design of new long-term equity awards; (iv) advice regarding related compensation matters; (v) advice to the Compensation Committee with respect to annual and long-term incentive plan design; (vi) advice to the Compensation Committee on the terms of employment agreements and other employment arrangements for named executive officers; and (vii) guidance on the competitiveness of the executive officers’ elements of compensation. ClearBridge regularly attends Compensation Committee meetings and attends executive sessions as requested by the Chairman of the Compensation Committee. The Compensation Committee has reviewed the independence of ClearBridge in light of SEC rules and NYSE listing standards regarding compensation consultants and has concluded that the work of ClearBridge for the Compensation Committee does not raise any conflict of interest. All work performed by ClearBridge is and was subject to review and approval of the Compensation Committee, and ClearBridge does not perform services for us, except for executive and director compensation-related services on behalf of, and as instructed by, the Compensation Committee.

Role of the Executive Officers. Mr. Kett regularly participates in meetings of the Compensation Committee at which compensation actions involving our named executive officers are discussed. Mr. Kett assists the Compensation Committee by making recommendations regarding compensation actions for the executive officers other than himself. Mr. Kett recuses himself and does not participate in any portion of any meeting of the Compensation Committee at which his compensation is discussed.

Say On Pay Vote. In 2021, stockholders voted on the compensation of our NEOs (this vote is commonly referred to as a “say on pay” vote). At our 2021 annual meeting, approximately 96% of the votes cast supported our say-on-pay proposal. The Compensation Committee believes this high degree of stockholder support for our 2021 say-on-pay proposal, along with the similarly high level of support for our inaugural say-on-pay proposal in 2020, affirms stockholders’ support of our executive compensation program that we have implemented since the Spin-Off. We will have our third say on pay vote this year.

In our 2020 proxy statement, stockholders were asked to vote on how frequently we should conduct say on pay votes from that year forward (this vote is commonly referred to as a “say on pay frequency” vote). At our 2020 annual meeting, the stockholders cast a say on pay frequency vote for an annual basis so that our stockholders may annually express their views on our executive compensation program.

The Compensation Committee considers the outcome of stockholders’ votes on our executive compensation program when making future compensation decisions for the named executive officers.

ELEMENTS USED TO ACHIEVE COMPENSATION PHILOSOPHY AND OBJECTIVES

Elements of Executive Compensation Program Design

The following table lists the elements of compensation for our executive compensation program. The program uses a mix of fixed and variable compensation elements and provides alignment with both short- and long-term business goals through annual and long-term incentives. Our incentives are designed to drive overall corporate performance and business unit strategies that correlate to stockholder value and align with our strategic vision.