As detailed in both the Nominating and Corporate Governance Committee Charter and the Corporate Governance Guidelines, director 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, conflicts of interest and such other relevant factors that the Nominating and Corporate Governance Committee considers appropriate in the context of the needs of the Board. Director candidates are considered in light of the needs of the Board ~~of Directors.~~with due consideration given to the foregoing criteria. Board members are expected to prepare for, attend and participate in all Board ~~of Directors~~ and applicable committee meetings and the ~~Company's~~Company’s annual meetings of stockholders.

In ~~accordance with its charter, the Board of Directors also considers~~addition, a stockholder may nominate candidates for election as a director, ~~of the Company recommended by any stockholder,~~ provided that the ~~recommending~~nominating stockholder follows the procedures set forth in Article II, Section 5 of the ~~Company's~~Company’s Second Amended and Restated By-Laws 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. ~~The Board of Directors generally evaluates such candidates~~Deadlines for stockholder nominations for next year’s annual meeting are included in the ~~same manner by which it evaluates other director candidates considered by the Board~~“Requirements, Including Deadlines, for Submission of ~~Directors.~~

AnProxy Proposals” section on page 72.

Pursuant to our employment agreement ~~entered into on February 27, 2012, between~~with Peter J. Kelly, our Chief Executive Officer, the Company ~~and James P. Hallett, the Company's CEO and Chairman of the Board, provides that~~will nominate Mr. ~~Hallett shall be entitled~~Kelly to serve as a member of the Board during his period of ~~Directors for so long as the~~ employment ~~agreement is in effect.~~

under such agreement.


BOARD QUALIFICATIONS AND DIVERSITY

The Nominating and Corporate Governance Committee and the Board ~~of Directors~~ 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 and Corporate Governance Committee has not identified any specific minimum qualifications which must be met for a person to be considered as a candidate for director. However, 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, conflicts of interest and such other relevant factors that the Nominating and Corporate Governance Committee considers appropriate in the context of the needs of the ~~Board of Directors.~~Board. Although the Board ~~of Directors~~ does not have a formal diversity policy, the Nominating and Corporate Governance Committee and Board ~~of Directors~~ review these factors, including diversity of gender, race, ethnicity, age, cultural background and professional experience, in considering candidates for ~~board~~Board membership.


INFORMATION REGARDING THE NOMINEES FOR ELECTION TO THE BOARD ~~OF DIRECTORS~~

The following information is furnished with respect to each nominee for election as a director. All of the nominees ~~are currently directors.~~ were elected by the stockholders at last year’s annual meeting. For so long as the Apax Investor meets certain beneficial ownership conditions as detailed in the Apax Investment Agreement, the Apax Investor has the right to designate one director to the Board. The Apax Investor has designated Roy Mackenzie for election in 2023 for a term expiring at the 2024 annual meeting. Consistent with the Apax Investment Agreement, our Board now nominates, and recommends, Mr. Mackenzie for election in 2023 for a term expiring at the 2024 annual meeting. The appointment of the Apax Investor designee will be voted on by the holders of Series A Preferred Stock at each annual meeting until the Apax Investor ceases to meet certain beneficial ownership conditions as detailed in the Apax Investment Agreement.

Each of the nominees has consented to being named in this proxy statement and to serve as a director if elected. If Roy Mackenzie shall not be available for election as a director at the 2023 annual meeting, it is intended that shares represented by the accompanying proxy will be voted for the election of a substitute nominee designated by the Apax Investor. If any of the other nine nominees is unavailable to ~~serve~~stand for election as a director, your ~~proxies~~proxy holders will have the authority and discretion to vote for another nominee proposed by the Board ~~of Directors~~ or the Board ~~of Directors~~ may reduce the number of directors to be elected at the 2023 annual meeting. The ages of the nominees are as of the date of the 2023 annual meeting, June ~~8, 2016.~~

2, 2023.

[MISSING IMAGE: lg_karglobalfooter-pn.jpg]

~~Table of Contents~~

~~Todd F. Bourell~~

TABLE OF CONTENTS

Nominees for Election as Directors to Be Elected by Holders of Series A Preferred Stock

	Roy Mackenzie
							Independent Director since June ~~2015~~ 2020 Age: 46 51 Current Board ~~Committee:~~ ~~Nominating and Corporate Governance~~Committees: Compensation Committee
	Career Highlights
	• ~~Managing~~ Partner ~~of WLJ Capital, LLC, a public equities investment firm he founded in January 2015.~~ • ~~Partner/Analyst~~ at ~~ValueAct Capital, LLC, a privately held hedge fund, from May 2001 to December 2014.~~ • ~~Global Industry Analyst at Wellington Management Company, a worldwide private investment management company, from September 2000 to May 2001.~~ • ~~Partner/Analyst at Peak Investment L.P.~~Apax Partners, LP (“Apax”), a private ~~investment~~equity advisory firm, ~~from July 1994 to July 1998.~~ • ~~Served as ValueAct Capital, LLC's representative~~since January 2003, and also serves on the ~~board~~Investment Committees for the Apax Buyout Funds and Apax Global Alpha. • Director of ~~directors~~Trade Me Ltd, Vyaire Medical, Inc., and Duck Creek Technologies, Inc., each in connection with investments by funds advised by Apax. • Previously served as a director of several ~~publicly-traded~~ companies in connection with investments by funds advised by Apax, including ~~IAA from October 2003 to May 2005, now a wholly-owned subsidiary of the Company.~~ • ~~Graduate of Harvard College and the University of Pennsylvania (MBA).~~

~~Skills and Qualifications~~


✔		~~Extensive experience in finance, mergers and acquisitions and investment management, including experience in evaluating companies' strategies, operations and financial performance.~~
✔		~~Background provides perspective on institutional investors' approach to company performance, capital allocation and corporate governance.~~
✔		~~Extensive knowledge of IAA's business as a former owner (through ValueAct Capital, LLC) and board member on IAA's board of directors.~~
✔		~~Public company board experience.~~

~~Table of Contents~~

~~Donna R. Ecton~~


~~Independent Director~~ ~~since December 2013~~ ~~Age:~~ 69 ~~Current Board Committees:~~ ~~Compensation Committee (Chair) and Audit Committee~~		~~Career Highlights~~ • ~~Chairman and Chief Executive Officer of EEI~~Sophos Group plc, King Digital Entertainment plc, Exact Software NV, Epicor Software, Inc., ~~a management consulting firm she founded in July 1998 to provide private equity firms with due diligence~~ and ~~market and operational assessments of companies being considered for acquisition, as well as turnaround management of troubled portfolio companies.~~ NXP Semiconductors NV. • ~~Director (1994 to 1998) and Chief Operating Officer (1996 to 1998) of PetsMart, Inc.~~ • ~~Chief Executive Officer of a number of companies, including Business Mail Express, Inc. (1995 to 1996) and Van Houten North America Inc./Andes Candies Inc. (1991 to 1994).~~ • ~~Held senior corporate management positions at Nutri/System, Inc., Campbell Soup Company and Nordemann Grimm, Inc.~~ • ~~Began career in banking at Chemical Bank and Citibank N.A. in New York City, running the Upper Manhattan middle market lending business and midtown Manhattan's retail banks.~~ • ~~Previous public company board of director positions have included Mellon Bank Corporation and Mellon Bank N.A., Mellon PSFS, H&R Block, Inc., Tandy Corporation, Barnes Group Inc. and Vencor, Inc.~~ • ~~Elected to and served on the Harvard University's Board of Overseers.~~ • ~~Member of the Council on Foreign Relations in New York City.~~ • ~~Serves on the NYSE Governance Services Advisory Council.~~ • ~~Graduate of Wellesley College and the Harvard~~ Holds an MBA from Stanford Graduate School of Business ~~Administration (MBA).~~ ~~Other Current Public Company Directorships:~~ ~~Director of CVR GP, LLC, the general partner of CVR Partners, LP,~~and a ~~nitrogen fertilizer business, since March 2008.~~ M.Eng in Electrical Engineering from Imperial College, London.
	Other Public and Registered Investment Company Directorships in Last Five Years: ~~Former~~ Director of Duck Creek Technologies, Inc. since April 2016. Partner at Apax since 2003. Director of Sophos Group PLC from May 2015 to March 2020.
	Skills and ~~Non-Executive~~Qualifications
			Extensive experience working closely with management teams to build successful technology companies.
			Substantial experience in evaluating companies’ strategies, operations and financial performance, which provides important perspectives and insights.
			Deep technology expertise.
			Current and prior public board service brings valuable skills and perspectives to our Board.
	Mr. Mackenzie is a director who was designated by the Apax Investor under the terms of the Apax Investment Agreement. Only the holders of Series A Preferred Stock may vote on the election of Mr. Mackenzie as a director at the 2023 annual meeting.

The Board of Directors recommends a vote FOR the election of the foregoing nominee to the Board of Directors.

Proxies solicited by the Board of Directors will be voted “FOR” the election of the director nominee named in this proxy statement and on the proxy card unless stockholders specify a contrary vote.

TABLE OF CONTENTS

Nominees for Election as Directors to Be Elected by Holders of Common Stock and Series A Preferred Stock, Voting Together as a Single Class

Carmel Galvin
		Independent Director since February 2020 Age: 54 Current Board Committees: Compensation Committee (Chair) and Nominating and Corporate Governance Committee
Career Highlights
• Chief People Officer at Stripe, Inc., a payment software services and solutions company, since January 2021. • Chief Human Resources Officer (“CHRO”) and Senior Vice President, People and Places, at Autodesk, Inc., a multinational software corporation, from March 2018 to January 2021. • CHRO and Senior Vice President at Glassdoor, Inc., a job listing platform, from April 2016 to February 2018. • CHRO and Senior Vice President at Advent Software, Inc., an investment management software company, from October 2014 to April 2016. • Vice President of Talent & Culture Development for Deloitte New-venture Accelerator (DNA), from May 2013 to October 2014. • Provided human resources consulting services from January 2011 to April 2013 at Front Arch, Inc. and from September 2009 to December 2011 at Corporate Leadership Council (CLC), Corporate Executive Board. • Managing Director, Global Head of Human Resources at Moody’s Analytics (formerly Moody’s KMV) from November 2004 to March 2008 and Vice President, Global Head of Human Resources at Barra, Inc. from September 1995 to June 2002. • Graduate of Trinity College Dublin (BA) and University College Dublin (MBS).
Skills and Qualifications
	More than 25 years of talent and culture leadership experience with global organizations in the technology and online sectors.
	Extensive experience in helping transform global companies, including leading diversity and inclusion, employee engagement and culture management efforts at companies with varied locations, languages and cultures.
	Significant experience with executive compensation programs and practices, including working directly with boards and compensation committees on compensation, talent and succession planning initiatives.
	Provides diverse international perspective.

	James P. Hallett
							Director since April 2007 Age: 70
	Career Highlights
	• Executive Chairman of the Company from April 2021 to March 2023 and Chairman of the Board of ~~Body Central Corp. (2011~~the Company from December 2014 to ~~2014).~~

~~Skills and Qualifications~~


✔		More than 40 years of operational and management experience, including as a CEO, with established companies allows Ms. Ecton to provide to our Board of Directors insight into operations, marketing, finance, human resources and strategic planning.
✔		~~Experience in running multiple location businesses not only in the U.S., but also in Canada, the U.K. and Australia.~~
✔		~~Significant strategy and risk assessment experience developed in her roles as a management consultant and as a senior executive of multiple companies.~~
✔		~~Substantial financial experience gained in her roles as CEO, COO and other senior executive positions.~~
✔		~~Current and prior service on the board of directors of public companies, including several committee chair roles, provides additional perspective to our Board of Directors.~~

~~Table of Contents~~

~~James P. Hallett~~

~~Director~~
~~since April 2007~~
~~Age:~~ 63

~~Chairman of the Board and~~March 2023. Chief Executive Officer

~~Career Highlights~~

•

~~Chairman~~ of the Company ~~since December 2014 and Chief Executive Officer since~~from September ~~2009.~~

2009 to March 2021.

•

Chief Executive Officer and President of ADESA from April 2007 to September ~~2009.~~

2009, a wholly owned subsidiary of the Company.

•

President of Columbus Fair Auto Auction, a large independent automobile auction located in Columbus, Ohio, from May 2005 to April 2007.

•

After selling his auctions to ADESA in 1996, Mr. Hallett held various senior executive leadership positions with ADESA between 1996 and 2005, including President and Chief Executive Officer of ADESA.

•

Founded and owned two automobile auctions in Canada from 1990 to 1996.

•

~~Graduate of Algonquin College.~~

•

Managed and then owned a number of new car franchise dealerships for 15 years.

•

Winner of multiple industry awards, including NAAA Pioneer of the Year in ~~2008.~~

2008 and the Ed Bobit Industry Icon award in 2018.

•

Recognized as the EY Entrepreneur of the Year 2014 National Services Award Winner and one of Northwood ~~University's~~University’s 2015 Outstanding Business Leaders.

~~Skills and Qualifications~~

• Graduate of Algonquin College.
✔	Skills and Qualifications
			Committed and deeply engaged leader with over 2025 years of experience in key leadership roles throughout the Company and over 3545 years of experience in the industry.
✔			As the former Chief Executive Officer and Executive Chairman, Mr. Hallett has a thorough and in-depth understanding of the ~~Company's~~Company’s business and industry, including its employees, business units, customers and investors, which provides an additional perspective to our ~~Board of Directors.~~Board.
✔		Utilizes strong communication skills to guide Board discussions and keep our Board of Directors apprised of significant developments in our business and industry; including our risk management practices, strategic planning and development.

Strong leadership skills and entrepreneurial mindset.

~~Table of Contents~~

~~Mark E. Hill~~

TABLE OF CONTENTS

	Mark E. Hill
							Independent Director since June 2014 Age: 60 67 Current Board Committees: Nominating and Corporate Governance Committee (Chair) and Risk Committee
	Career Highlights
	• Managing Partner of Collina Ventures, LLC, a private investment company that invests in software and technology companies, since 2006. • Chairman and Chief Executive Officer of Lumavate LLC, a company that provides a platform for building cloud-based mobile applications, from November 2017 to April 2021 and Executive Chairman from May 2021 to December 2021. • Co-founder and Chairman of Bluelock, LLC, a privately held ~~infrastructure as a services~~infrastructure-as-a-service company, ~~since 2006.~~ from 2006 to March 2018. • Co-Founder, President and Chief Executive Officer of Baker Hill Corporation, a banking industry software and services business, from 1985 to 2006. Baker Hill Corporation was acquired by Experian PLC, a global information solutions company, in 2005. • Graduate of the University of Notre Dame (BBA) and Indiana University (MBA). ~~Other Current Public Company Directorships:~~ ~~Lead Independent Director of Interactive Intelligence Group, Inc., a global software business, since 2005.~~

~~Skills and Qualifications~~


✔	Skills and Qualifications
		Significant executive leadership and management experience leading and owning a software and technology-based business provides our Board ~~of Directors~~ with expertise in technology, innovation, and strategic investments.
✔		Extensive experience as an investor and mentor to numerous early stage software and technology companies provides entrepreneurial perspective to the Board.
✔		Key leadership experience in numerous central Indiana business and community service organizations, including ~~TechPoint, the~~ Central Indiana ~~Community Foundation,~~Corporate Partnership, Ascend Indiana, the Orr Fellowship and the local Teach For America board.
✔		Public company board experience, including serving as a lead independent director.

J. Mark Howell

~~Table of Contents~~

~~J. Mark Howell~~


							Independent Director since December 2014 Age: 51 58 Current Board Committees: ~~Risk~~ Audit Committee (Chair) and ~~Compensation~~Risk Committee (Chair)
	Career Highlights
	• Managing Director of Mintaka Ventures, LLC, a firm focused on private investments, since August 2021. • President and Chief Executive Officer of Conexus Indiana, Indiana’s advanced manufacturing and logistics initiative sponsored by Central Indiana Corporate Partnership, Inc., from January 2018 to August 2021. • Chief Operating Officer of ~~Angie's~~Angie’s List, Inc., a ~~publicly-traded, United States-based, leading~~national local services consumer ~~web services business connecting more than three million consumers~~review service and marketplace, from March 2013 to ~~highly-rated local service providers via its online marketplace, since March 2013.~~ September 2017. Angie’s List, Inc. was acquired in 2017 and merged into ANGI Homeservices Inc. • President, Ingram Micro North America Mobility of Ingram Micro Inc., a technology distribution company, from 2012 to 2013. • President, BrightPoint Americas of BrightPoint, Inc., a distributor of mobile devices for phone companies, including Chief Operating Officer, Executive Vice President and Chief Financial Officer, from 1994 to 2012. BrightPoint, Inc. was sold to Ingram Micro Inc. in 2012. • Vice President and Corporate Controller of ADESA ~~Inc.~~ from August 1992 to July ~~1994.~~ 1994, now a wholly owned subsidiary of the Company. • Audit Staff and Senior Staff at Ernst & Young LLP. • Graduate of the University of Notre Dame (BBA in Accounting).

~~Skills and Qualifications~~


✔	Skills and Qualifications
			Extensive senior leadership experience at ~~Internet-based~~internet-based and technology-driven companies provides valuable insight as ~~an increasing amount of~~ the ~~Company's consigned vehicles are sold online.~~Company continues to advance its digital transformation.
✔			Significant executive leadership experience in the public company sector.
			Provides unique, in-depth knowledge of ~~ADESA~~the Company and its industry as a former employee of ADESA.
✔			Substantial financial experience.
✔		Certified Public Accountant with experience in public accounting and public companies.

Cybersecurity Certification: Mr. Howell has earned a CERT Certificate in Cybersecurity Oversight from the National Association of Corporate Directors and the Software Engineering Institute of Carnegie Mellon University.

~~Table of Contents~~

~~Lynn Jolliffe~~

TABLE OF CONTENTS

Stefan Jacoby
		Independent Director ~~since~~ Since June ~~2014~~ 2019 Age: 64 65 Current Board Committees: ~~Audit~~ Compensation Committee and ~~Compensation~~Nominating and Corporate Governance Committee
Career Highlights
• Non-Executive Director of McLaren Group, a UK automotive, motorsport, and technology company, since September 2021; and consultant in the automotive industry since January 2018. • Executive Vice President of General Motors Company, a multinational company that designs, manufactures and markets vehicles worldwide, and President of GM International Operations, from August 2013 to January 2018. • Chief Executive Officer and President of Volvo Car Corporation, a multinational vehicle manufacturer and marketer, from August 2010 to October 2012. • Served in several capacities at Volkswagen AG, a multinational automotive manufacturing company, between 2004 and 2010, most recently serving as Chief Executive Officer and President of Volkswagen Group of America from 2007 to 2010 and as Executive Vice President of Group Marketing and Sales at Volkswagen AG from 2004 to 2007. • Chief Executive Officer and President of Mitsubishi Motors Europe, the European headquarters of automotive manufacturer Mitsubishi Motors, from 2001 to 2004. • Served in a variety of finance and leadership roles at Volkswagen AG from 1985 to 2001. • Graduate of the University of Cologne, Germany.
Skills and Qualifications
	More than 30 years of broad international experience in the automotive industry, including senior management positions with global automakers in Germany, Japan, the Netherlands, Sweden, Singapore and the United States.
	Deep insights and understanding of the macro trends and technologies rapidly transforming the automotive industry, including mobility as a service and autonomous vehicles.
	Extensive knowledge of customer experience and retail structures. Expansive experience in finance, sales and marketing has given him a deep understanding of the impact of both areas on profitability and successful market growth.
	Strong leadership skills in managing and motivating people for establishing momentum for growth and change, building high performance teams in transformative periods and recruiting and retaining senior management.

	Peter Kelly
							Director since April 2021 Age: 54 Chief Executive Officer
	Career Highlights
	• Chief Executive Officer of ~~Jolliffe Solutions, Inc., providing consulting in human capital~~the Company since April 2021. • President of the Company from January 2019 to March 2021. • President of Digital Services of the Company from December 2014 to January 2019 and ~~talent management since June 2015.~~ • ~~Executive Vice President, Global Human Resources~~Chief Technology Officer of ~~Ingram Micro Inc., a technology distribution company,~~the Company from June ~~2007~~2013 to January 2019. • President and Chief Executive Officer of OPENLANE, a subsidiary of the Company, from February 2011 to June ~~2015.~~ – ~~Vice President, Human Resources for the North America region from October 2006 to May 2007.~~ – ~~Served as Regional Vice President, Human Resources and Services for Ingram Micro European Coordination Center from August 1999 to October 2006.~~ 2013. • ~~Served in various capacities, including Vice~~ President and Chief Financial Officer of OPENLANE from February 2010 to February 2011. • Co-founded OPENLANE in 1999, and served in a number of executive roles at OPENLANE from 1999 to 2010. • Prior to his work with ~~responsibility~~OPENLANE, managed engineering, construction and procurement projects for ~~human resources, at two Canadian retailers, including Holt Renfrew,~~Taylor Woodrow, a U.K.-based construction and development firm, from ~~1985~~1989 to ~~1999.~~ 1997. • ~~Began career at Bell Canada~~ Graduate of the University College Dublin (Engineering) and ~~then moved to Bank of Montreal.~~ • ~~Graduated from Queens~~Stanford University ~~and University of Toronto~~ (MBA).

~~Skills and Qualifications~~


✔	Skills and Qualifications		~~Extensive functional and leadership experience in finance, human resources and general management.~~
✔		~~Deep understanding of business drivers from the financial, operational and people perspective gained from experience in multiple industries across three continents.~~
✔		~~Diversity in viewpoint and international business experience as she has lived and worked in U.S., Canada and abroad.~~
✔		~~Significant experience with executive compensation decisions, strategies and policies for the acquisition and development of employee talent.~~

14	More than 20 years of experience in the Company’s industry, with unique insights gained as a co-founder and executive of a digital auction start-up and subsequently as a senior executive of the Company, leading our digital services and technology teams and offerings.
		As former President and now Chief Executive Officer, Mr. Kelly has a thorough and in-depth understanding of the Company’s business and industry, including its employees, business units, customers and digital opportunities, which provides an additional perspective to the Board. Mr. Kelly’s entrepreneurial mindset provides further unique perspective.
		Deep insights into the businesses and technologies rapidly transforming the Company’s business and industry.
		Strong leadership skills and technology expertise.

~~Table of Contents~~

~~Michael T. Kestner~~

TABLE OF CONTENTS

	Michael T. Kestner
							Independent Director since December 2013 Chairman of the Board since April 2023 Age: 62 69 Current Board Committees: Audit Committee ~~(Chair)~~ and Risk Committee
	Career Highlights
	• Consultant in the building products and automotive industry since December 2015. • Chief Financial Officer of Building Materials Holding Corporation, a building products company, from August 2013 to December 2015. • Partner in FocusCFO, LLC, a consulting firm providing ~~part-time~~part time CFO services, from April 2012 to August 2013. • Executive Vice President, Chief Financial Officer and a director of Hilite International, Inc., an automotive supplier of powertrain parts, from October 1998 to July 2011. • Chief Financial Officer of Sinter Metals, Inc., a supplier of powder metal ~~power~~ precision components, from 1995 to 1998. • Served in various capacities at Banc One Capital Partners, Wolfensohn Ventures LP and as a senior audit manager at KPMG LLP. • Graduated from Southeast Missouri State University.

~~Skills and Qualifications~~


✔	Skills and Qualifications			~~Over 20 years~~
			Extensive business, management, and operational experience as a ~~CFO provides valuable experience and perspective as Chair of the Audit Committee.~~
✔		~~Brings experience as the former CFO of a large, United States-based company which includes experience with complex capital structures and mergers and acquisitions.~~
✔		~~Extensive experience in financial analysis and financial statement preparation.~~
✔		~~Management experience~~senior leader in the automotive industry both domestically and internationally provides him with valuable leadership skills and additional insight into business, financial and ~~business~~strategic matters that are important to the Company.
✔			Brings valuable experience and perspective from serving over 20 years as a CFO of public and private companies, including in the areas of accounting and financial reporting, internal controls and procedures, compliance, risk management, investor relations, capital markets, strategic cost initiatives, complex financial transactions, and mergers, acquisitions and divestitures.
			Extensive experience in financial analysis and financial statement preparation.
			Certified Public Accountant with experience in public accounting and public companies.

Sanjeev Mehra		15
			Independent Director since October 2021 Age: 64 Current Board Committees: Compensation Committee
Career Highlights
• Managing Partner of Periphas Capital, LP, a private equity investing firm focused on making investments in technology enabled business services, consumer and industrial companies, since founding the firm in 2017. • Previously served in a variety of positions at Goldman, Sachs & Co. (“Goldman”) from 1986 to 2017, including Partner from 1998 to 2016, and held a range of other senior positions, including vice chairman of the global private equity business, and prior to that, co-head of the Americas private equity business. • Founding member of Goldman’s Principal Investment Area (“PIA”), the firm’s private investing arm of its Merchant Banking Division, and served on the PIA Investment Committee from 1998 to 2017. • Has served on the board of directors of over 25 companies, including on the Board of the Company from 2007 until 2013. • Received his MBA from Harvard Business School and a BA from Harvard College. Other Public and Registered Investment Company Directorships in Last Five Years: CEO and Director of Periphas Capital Partnering Corporation from September 2020 to January 2023. Director of Aramark from 2007 to 2019.
Skills and Qualifications
	Extensive experience in advising companies and working closely with management teams to foster growth, transformational change and operational efficiency.
	Substantial experience in evaluating companies’ strategies, operations and financial performance, which provides important perspectives and insights.
	Former service on the Company’s Board provides unique, in depth knowledge of the Company and its industry.
	Current and prior public board service brings valuable skills and perspectives to our Board, including extensive time serving as a lead independent director and chairman of board committees.

~~Table of Contents~~

~~John P. Larson~~

TABLE OF CONTENTS

Mary Ellen Smith
		Independent Director since ~~June 2014~~ October 2019 Age: 53 ~~Lead Independent Director~~ 63 Current Board Committees: ~~Compensation~~ Audit Committee and Risk Committee
Career Highlights
• ~~Chief Executive Officer~~ Corporate Vice President of ~~Bestop, Inc.~~Worldwide Business Operations of Microsoft Corporation (“Microsoft”), a ~~leading manufacturer~~technology company, since July 2013. • Vice President, Worldwide Operations of ~~soft tops~~Microsoft from 2011 to July 2013, General Manager, Worldwide Commercial Operations of Microsoft from 2010 to 2011, and ~~accessories for Jeep vehicles, since August 2015.~~ • ~~Chief Executive Officer~~General Manager and President of ~~Escort Inc., an automotive electronics manufacturer,~~Microsoft Licensing, GP from ~~January 2008~~2006 to ~~January 2014 and prior to that as President and Chief Operating Officer from June 2007 to January 2008.~~ 2010. • Served in ~~a number of capacities~~several roles at ~~General Motors~~Hewlett-Packard Company from ~~1986~~1996 to ~~2007, most recently serving as General Manager overseeing operations for the Buick, Pontiac~~2006, including Vice President, Volume Direct and ~~GMC Divisions~~Teleweb, Americas Region, from ~~January 2005~~2004 to ~~May 2007~~2006, and ~~as General Director of Finance (CFO) for U.S. Sales, Service and Marketing~~Vice President, Worldwide Customer Operations from ~~2001~~2002 to 2004. • ~~Led General Motors Company's used car remarketing activity~~ Graduate of Bowling Green State University (BS) and Wright State University (MBA). Earned certificates of completion from ~~1999~~Stanford University’s Executive Program and Directors’ Consortium Program.
Skills and Qualifications
	Over 30 years of broad and extensive operational and leadership experience in the technology industry with a deep focus on global operations strategy and execution, business transformation change management, global manufacturing, supply chain and logistics.
	Deep expertise in digital business transformation, change management in transforming business processes from physical to ~~2000.~~ • ~~Graduated from Northern Illinois University~~digital supply chain and ~~Purdue University (M.S., Management).~~ operations delivering highly impactful business model and cost improvements
	Extensive knowledge in leading through growth and expansion by building future operating performance models for new businesses in emerging markets and more broadly, worldwide.
	Extensive knowledge and broad business skills supporting customer experience enhancements, compliance enhancements, oversight, risk mitigation and management. Highly skilled in finance, sales and marketing support with a deep understanding of business model operations and drivers of profitability.
	Significant leadership skills leading highly impactful and performing teams and managing people. A proven leader championing diversity and inclusion in corporate culture for all dimensions of diversity.

~~Skills~~

The Board of Directors recommends a vote FOR the election of each of the foregoing nine nominees to the Board of Directors.

Proxies solicited by the Board of Directors will be voted “FOR” the election of each of the nine director nominee named in this proxy statement and ~~Qualifications~~

on the proxy card unless stockholders specify a contrary vote.


✔		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, provides him with perspective into the Company's challenges, operations, and strategic opportunities.
✔		Extensive experience in automotive remarketing, captive finance (GMAC), rental car program design and automotive dealer activities, as well as an in-depth understanding of the overall automotive business provide him a broad perspective on our industry and key customers.
✔		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.
✔		~~Strong communication and leadership skills allow Mr. Larson to be an effective Lead Independent Director and liaison to the other independent directors.~~

~~Table of Contents~~

~~Stephen E. Smith~~

~~Independent Director~~
~~since December 2013~~
~~Age:~~ 67

~~Current Board Committees:~~
~~Audit Committee and Nominating and Corporate Governance Committee~~

~~Career Highlights~~

•

~~Consultant in the automotive industry since October 2012.~~

•

Senior Vice President, Financial Services of American Honda Finance Corporation, a provider of automobile financing to purchasers, lessees and dealers, from 1985 to October 2012 (including various other positions).

•

Interim President of the California Council on Economic Education, a not-for-profit organization that provides training and educational materials to California teachers relating to economics and personal finance, from July 2013 to February 2014.

•

~~Graduated from California State University, Northridge.~~

~~Skills and Qualifications~~

TABLE OF CONTENTS


✔		~~Over 25 years of extensive operational and management experience in the automotive industry with particular insight into the financing and leasing of vehicles.~~
✔		~~Significant expertise in building and developing consumer and commercial financial services business, utilizing strategy development, market analysis, problem solving and performance improvement.~~
✔		~~Considerable financial skill and expertise.~~

BOARD STRUCTURE AND CORPORATE GOVERNANCE

~~Table of Contents~~

~~BOARD OF DIRECTORS STRUCTURE AND~~
~~CORPORATE GOVERNANCE~~


ROLE OF THE BOARD ~~OF DIRECTORS~~

The Board oversees the ~~Company's Chief Executive Officer~~Company’s CEO and other members of senior management in the competent and ethical operation of the Company and assures that the long-term interests of the stockholders are being served. The ~~Company's~~Board serves as the ultimate decision-making body of the Company, except for those matters reserved to or shared with the stockholders. The Company’s Corporate Governance Guidelines are available on our website, at~~www.karauctionservices.com~~www.karglobal.com, by clicking on “Investors” and then the ~~"Investor Relations" page under the link "Corporate Governance."~~“Governance” tab. The information on our website is not part of this proxy statement and is not deemed incorporated by reference into this proxy statement or any other public filing made with the Securities and Exchange Commission (the ~~"SEC"~~“SEC”).


BOARD LEADERSHIP

~~Neither the Company's Second Amended and Restated By-Laws nor the Company's~~

The Company’s Corporate Governance Guidelines ~~requires~~provide that the Board shall be free to choose its Chairman in any way it deems best for the Company ~~separate~~at any given point in time. If the ~~roles of~~ Chairman ofis not an independent director, the ~~Board and Chief Executive Officer, and the Board of Directors does not have~~independent directors are to annually appoint a ~~policy on whether the same person should serve as both the Chief Executive Officer and Chairman of the Board of Directors, or if the roles must remain separate.~~Lead Independent Director. The Board ~~of Directors~~ believes that it should have the flexibility to make these determinations from time to time in the way that it believes best to provide appropriate leadership for the Company under then-existing circumstances.

~~At present,~~

From December 2014 to March 31, 2023, James P. Hallett served as Chairman of the Board. During such period, the Board ~~of Directors has chosen~~elected a Lead Independent Director each year. Michael T. Kestner most recently served as the Lead Independent Director from July 2019 to ~~combine~~March 31, 2023.

Mr. Kestner began serving as the ~~positions of Chief Executive Officer and~~independent Chairman of the Board ~~and to appoint a Lead Independent Director.~~on April 1, 2023 (following Mr. Hallett’s retirement). Our Board ~~of Directors~~ believes that having an independent Chairman provides the ~~same person serve in the roles of Chairman of the Board and Chief Executive Officer is~~most appropriate leadership structure for the Company at this ~~time,~~time. Mr. Kestner has a wealth of leadership experience and deep understanding of the Company and the Board from serving as ~~it fosters clear accountability, effective decision making~~Lead Independent Director from July 2019 to March 2023 and ~~alignment on corporate strategy. Meanwhile,~~serving as a member of the ~~appointment of~~Board since December 2013.

Given the Chairman is now an independent director, the Board no longer has a Lead Independent ~~Director ensures that~~Director. The duties of the ~~Company benefits from effective oversight by its independent directors.~~

~~In connection with~~Chairman are substantially similar to those of the ~~appointment of a~~ Lead Independent ~~Director, the~~Director. The Board ~~of Directors~~has adopted a Lead Independent Director Charter, which sets forth a clear mandate ~~and~~with significant authority and responsibilities for the Lead Independent Director or independent Chairman, as applicable, including:


Board Meetings and Executive Sessions			• ~~The~~ Has the authority to call meetings of the independent ~~members~~directors, and calls and develops the agenda for executive sessions of the ~~Board.~~ independent directors. • Presides at all meetings of the Board at which the Chairman of the Board is not present (if not the same person), including executive sessions of the independent ~~members of the Board.~~ directors.
	Meeting Agendas, Schedules and Materials
~~Communications~~		• ~~Serves as principal liaison on Board-wide issues between the independent directors and the Chairman and CEO and facilitates communication generally between and among directors.~~

~~Agendas~~		• Reviews, in consultation with the Chairman (if not the same person) and ~~CEO,~~ the ~~agenda~~CEO: • agendas for Board ~~meetings.~~
meetings;
~~Meeting Schedules~~		• ~~Reviews, in consultation with the Chairman and CEO, the~~ meeting schedules to assure there is sufficient time for discussion of all agenda ~~items.~~
		items; and • ~~Reviews, in consultation with the Chairman and CEO,~~ information sent to the Board, including the quality, quantity, appropriateness and timeliness of such information.
	Board/Director Communications			• Serves as principal liaison on Board-wide issues among the independent directors and the Chairman (if not the same person) and the CEO and facilitates communication generally among directors.
~~Communicating with Stockholders~~	Stockholder Communications			• If requested by stockholders, ensures that he or she is available, when appropriate, for consultation and direct communication.

Chairman and CEO Performance ~~Evaluation~~Evaluations			• Together with the Compensation Committee, ~~of the Board,~~ conducts an annual evaluation of the Chairman (if not the same person) and the CEO, including an annual evaluation of his or her respective interactions with the independent directors.
	Outside Advisors and Consultants			• Recommends to the independent directors the retention of advisors and consultants who report directly to the Board, and, upon approval by the independent directors, retains such advisors and consultants.

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EXECUTIVE SESSIONS

The independent directors of the Company meet in executive session at every regularly scheduled Board meeting. The Company’s 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. Kestner, our independent Chairman of the Board, presides at the executive sessions of our independent directors.

BOARD ~~OF DIRECTORS~~ MEETINGS AND ATTENDANCE

The Board ~~of Directors~~ held 13seven meetings during ~~2015.~~2022. All of the incumbent directors attended at least 75% of the meetings of the Board ~~of Directors~~ and Board committees on which they served during ~~2015.~~2022. As stated in our Corporate Governance Guidelines, each director is expected to attend all annual meetings of stockholders. All of our ~~current~~ directors attended last ~~year's~~year’s annual meeting of ~~stockholders either in person or by telephone (one director attended by phone).~~

stockholders.


~~COMMITTEES OF THE~~ BOARD ~~OF DIRECTORS~~COMMITTEES

In ~~2015,~~2022, the Board ~~of Directors~~ maintained ~~three~~four standing committees: the Audit Committee, the Compensation Committee, ~~and~~ the Nominating and Corporate Governance ~~Committee. In addition,~~Committee and the ~~Board of Directors established a~~ Risk ~~Committee in July 2015.~~Committee. Each of our committees operates pursuant to a written charter. Copies of the committee charters ~~other than the Risk Committee Charter,~~ are available on ~~KAR Auction Services'~~our website, at~~www.karauctionservices.com~~www.karglobal.com, by clicking on “Investors” and then the ~~"Investor Relations" page under the link "Corporate Governance."~~“Governance” tab. The information on our website is not 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. The following table sets forth the current membership of each committee:

Name

~~Audit Committee~~

~~Nominating and~~
~~Corporate Governance~~
~~Committee~~

~~Compensation~~
~~Committee~~

~~Risk Committee~~

~~Todd F. Bourell~~

~~Donna R. Ecton~~

~~Chair~~Audit Committee

Compensation
Committee

Nominating and
Corporate
Governance
Committee

Risk Committee

~~Peter R. Formanek~~

Carmel Galvin

(Chair)

James P. Hallett*Hallett(1)

Mark E. Hill

~~Chair~~

(Chair)

J. Mark Howell

(Chair)

~~Chair~~

(Chair)

~~Lynn Jolliffe~~

Stefan Jacoby

Peter Kelly(1)

Michael T. Kestner

~~Chair~~

(2)

John P. Larson**

~~Stephen E. Smith~~

Roy Mackenzie

Sanjeev Mehra

Mary Ellen Smith

*Chief(1)

Mr. Hallett is our former Executive ~~Officer~~Chairman and Chairman of the Board,
**Lead Independent Director

and Mr. Kelly is our current CEO.

(2)

Mr. Kestner serves as Chairman of the Board.

A description of each Board committee is set forth below.

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Audit Committee

Meetings Held in ~~2015: Five~~

2022: 6

Primary Responsibilities: Our Audit Committee assists the Board ~~of Directors~~ in its oversight of the integrity of our financial statements, our independent registered public accounting ~~firm's~~firm’s qualifications and independence and the performance of our independent registered public accounting firm. The Audit Committee (i) reviews the audit plans and findings of our independent registered public accounting firm and our internal audit team and tracks ~~management's~~management’s corrective action plans where necessary; (ii) reviews our financial statements, including any significant financial items and changes in accounting policies or practices, with our senior management and independent registered public accounting firm; (iii) reviews our financial risk and control procedures, compliance programs (including our Code of Business Conduct and Ethics) and significant tax, legal and regulatory matters; (iv) reviews and approves related person transactions; and (v) has the sole discretion to appoint annually our independent registered public accounting firm, evaluate its independence and performance and set clear hiring policies for employees or former employees of the independent registered public accounting firm.

Independence: Each member of ~~Messrs. Kestner and Smith and Mmes. Ecton and Jolliffe~~the Audit Committee is ~~"financially literate"~~“financially literate” under the rules of the NYSE, and each of ~~Mr.~~Messrs. Howell and Kestner ~~and Ms. Ecton~~ has been designated as an ~~"audit~~“audit committee financial ~~expert"~~expert” as that term is defined by the SEC. In addition, the Board ~~of Directors~~ has determined that each ~~of the current members~~member of the Audit Committee meets the standards of ~~"independence"~~

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“independence” established by the NYSE and is ~~"independent"~~“independent” under the independence standards for audit committee members adopted by the SEC.

~~Committee Composition Following the Annual Meeting:~~ Following the annual meeting, we expect that the Audit Committee will be comprised of Donna R. Ecton, J. Mark Howell, Michael T. Kestner and Stephen E. Smith, with Mr. Kestner serving as the Chairman. Mr. Howell has been designated as an "audit committee financial expert" as that term is defined by the SEC.

Compensation Committee

Meetings Held in ~~2015: Eight~~

2022: 9

Primary Responsibilities: The Compensation Committee reviews and recommends policies relating to the compensation and benefits of our executive officers and employees. The Compensation Committee reviews and approves corporate goals and objectives relevant to the compensation of our ~~Chief Executive Officer~~CEO and other executive officers, evaluates the performance of these officers in light of those goals and objectives, and approves the compensation of these officers based on such evaluations. The Compensation Committee also administers the issuance of equity and other awards under our equity plans.

Independence: All of the ~~current~~ members of the Compensation Committee are independent under the NYSE rules (including the enhanced independence requirements for ~~Compensation Committee~~compensation committee members).

~~Committee Composition Following the Annual Meeting:~~ Following the annual meeting, we expect that the Compensation Committee will be comprised of Todd F. Bourell, Donna R. Ecton, Lynn Jolliffe and John P. Larson, with Ms. Ecton serving as the Chairman.

Nominating and Corporate Governance Committee

Meetings Held in ~~2015: Four~~

2022: 4

Primary Responsibilities: The Nominating and Corporate Governance Committee is responsible for making recommendations to the Board ~~of Directors~~ regarding candidates for directorships and the size and composition of the ~~Board of Directors.~~Board. The Nominating and Corporate Governance Committee also reviews non-employee director compensation on an annual basis and makes recommendations to the Board. In addition, the Nominating and Corporate Governance Committee is responsible for overseeing our Corporate Governance Guidelines and reporting and making recommendations to the Board ~~of Directors~~ concerning governance matters.

The Nominating and Corporate Governance Committee also assists the Board in the general oversight of the Company’s environmental, social and governance (ESG) strategy, including diversity and inclusion matters. As required by the Company’s Corporate Governance Guidelines, the Nominating and Corporate Governance Committee oversees an annual evaluation process of the Board and each committee of the Board, as discussed in more detail under “Board and Committee Evaluation Process” below.

Independence: All of the ~~current and former~~ members of the Nominating and Corporate Governance Committee are ~~or were during their tenure on the committee,~~ independent under the NYSE rules.

~~Committee Composition Following the Annual Meeting:~~ Following the annual meeting, we expect that the Nominating and Corporate Governance Committee will be comprised of Todd F. Bourell, Mark E. Hill, Lynn Jolliffe and Stephen E. Smith, with Mr. Hill serving as the Chairman.

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Risk Committee

Meetings Held in ~~2015: One~~

2022: 4

Primary Responsibilities: ~~The Risk Committee was established in July 2015.~~ The Risk Committee assists the Board ~~of Directors~~ in its oversight of (i) the principal business, financial, technology, operational and ~~operational~~regulatory risks, and other material risks and exposures of the Company and (ii) the actions, activities and initiatives of the Company to mitigate such risks and exposures. The Risk Committee also provides oversight for matters specifically relating to ~~cyber security~~cybersecurity and other risks related to information technology systems and ~~procedures.~~

procedures, including but not limited to data security and privacy. The Risk Committee receives quarterly reports from the Company’s Chief Information Security Officer on information security matters, including, among other things, the Company’s cyber risks and threats, the status of projects to strengthen the Company’s information security systems, assessments of the Company’s security program and the emerging threat landscape. The Risk Committee also oversees the Company’s enterprise risk management (“ERM”) program and has direct oversight over certain risks within the ERM framework.

Independence: All of the ~~current~~ members of the Risk Committee are independent under the NYSE rules.

BOARD AND COMMITTEE EVALUATION PROCESS

The Nominating and Corporate Governance Committee ~~Composition Following the Annual Meeting:~~ ~~Following~~oversees the annual ~~meeting, we expect~~evaluation process of the Board and each of its committees. The evaluation process includes a self evaluation by the Board, a self evaluation by each committee of the Board, and a peer evaluation by each director of each other Board member. The Lead Independent Director or independent Chairman of the Board, as applicable, also conducts a personal interview with each Board member to gather in depth perspectives and candid insight about Board, committee and individual director effectiveness and suggestions for improvement. Once the evaluation process is complete, the Nominating and Corporate Governance Committee reports to the full Board the results, including any recommendations, which are discussed by the full Board and each committee, as applicable, and changes in practices or procedures are considered and implemented as appropriate.

The Nominating and Corporate Governance Committee periodically reviews the format of the evaluation process to ensure that actionable feedback is solicited on the ~~Risk~~operation and effectiveness of the Board, the Board committees and each Board member. The Nominating and Corporate Governance Committee ~~will continue~~also utilizes the results of this self evaluation process in assessing and determining the characteristics and critical skills required of prospective candidates for election to ~~be comprised~~the Board and making recommendations to the Board with respect to assignments of ~~Mark E. Hill, J. Mark Howell, John P. Larson and Michael T. Kestner, with Mr. Howell serving as the Chairman.~~

Board members to various committees.

BOARD’S RISK OVERSIGHT

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~~BOARD OF DIRECTORS' RISK OVERSIGHT~~

~~Our management~~Management is responsible for ~~the management~~assessing and ~~assessment of~~managing risk at the Company, including ~~communication of~~communicating the most material risks to the Board ~~of Directors~~ and its committees. The Board has primary responsibility for risk oversight, with a focus on the most significant risks facing the Company. Oversight of ~~risks to~~ the ~~Company~~Company’s risks is carried out by the Board ~~of Directors~~ as a whole and by each of its ~~various~~ committees.

The Board’s leadership structure, through its committees, supports its role in risk oversight. In ~~July 2015,~~general, the committees oversee the following risks:

•

Audit Committee: The Audit Committee maintains initial oversight over risks related to (i) the integrity of the Company’s financial statements; (ii) internal control over financial reporting and disclosure controls and procedures (including the performance of the Company’s internal audit function); (iii) the performance of the independent registered public accounting firm; and (iv) ethics and related issues arising from the Company’s whistleblower hotline. The Audit Committee meets with the Company’s Chief Financial Officer, the Company’s head of Internal Audit and representatives of KPMG in separate executive sessions on a quarterly basis.

•

Compensation Committee: The Compensation Committee maintains oversight over risks related to the Company’s compensation programs and practices.

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•

Nominating and Corporate Governance Committee: The Nominating and Corporate Governance Committee monitors potential risks relating to the effectiveness of the Board, notably director succession, composition of ~~Directors formed a new~~the Board and the principal policies that guide the Company’s governance.

•

Risk Committee: The Risk Committee ~~which~~maintains oversight over the Company’s enterprise-level risks, including with respect to cybersecurity and information technology systems and procedures as noted above. The Risk Committee provides oversight with respect to risk practices implemented by management, except for the oversight of risks that have been specifically delegated to another committee of the ~~Board of Directors.~~Board. Even when the oversight of a specific area of risk has been delegated to another committee, the Risk Committee may maintain oversight over such risks through the receipt of reports from the committee ~~chairpersons to the Risk Committee.~~ chairs.

The Board ~~of Directors~~ maintains oversight over such risks through the receipt of reports from the ~~chairperson of the Risk Committee and from the other committees~~committee chairs at each regularly scheduled Board meeting.

As part of ~~Directors meeting.~~the risk management process, an annual risk assessment is conducted by management to identify and prioritize the most significant enterprise risks to the Company. This risk assessment is reviewed with the Risk Committee and helps guide the focus and selection of risks that are brought to the Risk Committee for review or covered by the full Board or its other committees. The reviews by the Risk Committee and other ~~committee reviews~~committees occur principally through the receipt of ~~regular~~ reports from management and third parties on ~~these~~applicable areas of risk, and discussions with management and third parties regarding risk assessment and risk management.

At its regularly scheduled meetings, the Board ~~of Directors~~ generally receives a number of reports which include information relating to risks faced by the Company. The ~~Company's~~Company’s Chief Financial Officer provides a report on the ~~Company's~~Company’s results of operations, its liquidity position, including an analysis of prospective sources and uses of funds, and the implications to the ~~Company's~~Company’s debt covenants and credit rating, if any. The Company’s Chief ~~Executive~~Legal Officer ~~of each primary business unit provides an operational report, which includes information relating to strategic, operational and competitive risks. Finally, the Company's General Counsel~~ provides a privileged report which provides information regarding the status of the ~~Company's~~Company’s material litigation and ~~related~~other legal matters, if any, including ~~environmental updates and~~ the ~~Company's~~Company’s continuing compliance with applicable laws and regulations. Further, the Company’s business leaders provide information relating to certain strategic, operational and competitive risks. At each regularly scheduled Board ~~of Directors~~ meeting, the Board ~~of Directors~~ also receives reports from the Chair of the Risk Committee ~~chairperson~~ as well as other committee ~~chairpersons,~~chairs, which may include a discussion of risks initially overseen by the committees for discussion and input from the ~~Board of Directors.~~Board. As noted above, in addition to these regular reports, the Risk Committee receives reports on specific areas of risk, such as regulatory, cyclical or other risks, and reports to the Board ~~of Directors~~ on these matters.

The Board of Directors' leadership structure, through its committees, also supports its role in risk oversight. The Audit Committee maintains initial oversight over risks related to the integrity of the Company's financial statements; internal controls over financial reporting and disclosure controls and procedures (including the performance of the Company's internal audit function); the performance of the independent registered public accounting firm; and oversees the Company's responses to ethics issues arising from the Company's whistleblower hotline. The Company's Compensation Committee maintains oversight over risks related to the Company's compensation practices. The Nominating and Corporate Governance Committee monitors potential risks relating to the effectiveness of the Board of Directors, notably director succession, composition of the Board of Directors and the principal policies that guide the Company's governance. The Risk Committee maintains oversight over risks generally and specifically with respect to cyber security and information technology systems and procedures.

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CORPORATE GOVERNANCE DOCUMENTS

The Board ~~of Directors~~ has adopted the following corporate governance documents:


Document		Purpose/Application
Code of Business Conduct and Ethics		Applies to all of the ~~Company's~~Company’s employees, officers and directors, including those officers responsible for financial reporting.
Code of Ethics for Principal Executive and Senior Financial Officers		Applies to the ~~Company's~~Company’s principal executive officer, principal financial ~~and~~officer, principal accounting officer and such other persons who are designated by the ~~Board of Directors.~~Board.
Corporate Governance Guidelines		Contains general principles regarding the functions of the Board ~~of Directors~~ and its committees.
Committee Charters	~~Applies~~	Apply to the following Board committees, as applicable: Audit Committee, Compensation Committee, Nominating and Corporate Governance Committee and Risk Committee.
Lead Independent Director Charter		Sets forth a clear mandate and significant authority and responsibilities for the Lead Independent ~~Director.~~Director or independent Chairman of the Board.

We expect that any ~~amendments~~amendment to or waiver of the codes of ethics ~~or any waivers of their requirements for~~that apply to executive officers ~~and~~or directors will be disclosed on the ~~Company's~~Company’s website. The foregoing documents are available at~~www.karauctionservices.com~~on our website, www.karglobal.com, by clicking on “Investors” and then the ~~"Investor Relations" page under the "Corporate Governance" link~~“Governance” tab and in print to any stockholder who requests them. Requests should be made to KAR Auction Services, Inc., Investor Relations, ~~13085 Hamilton Crossing Boulevard,~~11299 North Illinois Street, Carmel, Indiana 46032. ~~The information on our website is not part of this proxy statement and is not deemed incorporated by reference into this proxy statement or any other public filing made with the SEC.~~

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COMPENSATION COMMITTEE INTERLOCKS AND

INSIDER PARTICIPATION

During ~~the~~ fiscal year ~~ended December 31, 2015,~~2022, each of Messrs. ~~Formanek, Howell~~Jacoby, Mackenzie and ~~Larson~~Mehra and ~~Mmes. Ecton and Jolliffe~~Ms. Galvin served as members of the Compensation Committee. None of our executive officers serve, or in fiscal year 2022 served, as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving on our Board ~~of Directors~~ or our Compensation Committee. None of the individuals serving as members of the Compensation Committee during ~~2015~~fiscal year 2022 are now or were previously an officer or employee of the Company other than Mr. Howell who served as the Vice President and Corporate Controller of ADESA, Inc. from August 1992 to July 1994. Our Board has affirmatively determined that Mr. Howell meets the standards of "independence" established by the NYSE.

or its subsidiaries.


STOCKHOLDER COMMUNICATIONS WITH THE BOARD ~~OF DIRECTORS~~

Any stockholder or other interested parties desiring to communicate with the Board, the Chairman of the Board, a committee of ~~Directors~~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 General Counsel~~Company’s Chief Legal Officer at KAR Auction Services, Inc., ~~13085 Hamilton Crossing Boulevard,~~11299 North Illinois Street, Carmel, Indiana 46032.

Our Chief Legal Officer reviews all such correspondence and forwards to the applicable director(s) copies of all such applicable correspondence.

The Audit Committee ~~of the Board of Directors~~ has established procedures for employees, stockholders and others to submit confidential and anonymous reports regarding accounting, internal accounting controls, auditing or any other relevant matters.

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~~EXECUTIVE SESSIONS~~

The independent directors of the Company meet in executive session at every regularly scheduled Board of Directors meetings. The Company's Corporate Governance Guidelines state that the Chairman of the Board of Directors, if an independent director, or the Lead Independent Director shall preside at such executive sessions, or in such director's absence, another independent director designated by the Chairman of the Board of Directors or the Lead Independent Director, as applicable, shall preside at such executive sessions. Currently, Mr. Larson, our Lead Independent Director, presides at the executive sessions of our independent directors.

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DIRECTOR COMPENSATION

~~DIRECTOR COMPENSATION~~

We use a combination of cash and stock-based incentive compensation to attract and retain independent, qualified candidates to serve on the ~~Board of Directors.~~Board. The Board ~~of Directors~~ makes all director compensation determinations after considering the recommendations of the Nominating and Corporate Governance Committee. ~~For 2015, the~~The Nominating and Corporate Governance Committee ~~retained Semler Brossy as its~~reviews director compensation annually, assisted periodically by an independent compensation ~~consultant.~~

consultant (including ClearBridge Compensation Group LLC (“ClearBridge”) in October 2018 and February 2023).

In setting director compensation, we consider various factors including market comparison studies and ~~other data obtained from Semler Brossy,~~trends, the responsibilities of directors generally, including committee chairs, and the significant amount of time that directors expend in fulfilling their ~~duties,~~duties. In establishing the non-employee director compensation recommendations, the Nominating and Corporate Governance Committee utilized a balance of cash and equity, with the ~~skill level we require~~majority of ~~members of our Board of Directors.~~the compensation delivered through equity grants. Pursuant to the Omnibus Plan, non-employee directors are not eligible to receive aggregate compensation, including equity awards and cash fees, exceeding $750,000 in total value in any calendar year. Directors who also serve as employees of the Company do not receive payment for ~~services~~service as directors.

Messrs. Mackenzie and Mehra have each agreed not to receive compensation for their service as directors.

Our current director compensation program became effective in 2019, and was based in part on ClearBridge’s October 2018 review of our director compensation program and those of the Company’s then current proxy comparator group (which was also used in executive compensation benchmarking). In February 2023, in consultation with ClearBridge and after review of market and current proxy comparator group data, the Nominating and Corporate Governance Committee recommended, and the Board agreed, that the annual stock retainer be increased from $130,000 to $170,000, effective June 2023, and an independent Chairman of the Board cash retainer of $100,000 be implemented, effective April 2023 (upon the Company appointing an independent Chairman of the Board). Except for an increase in the Lead Independent Director retainer (from $30,000 to $37,500) in 2021, there have been no other increases in compensation paid to our directors from those retainer amounts approved in October 2018.


CASH AND STOCK RETAINERS

~~Directors~~

Non-employee directors who served for the entirety of ~~2015 received:~~

2022 were entitled to receive:

Components of Director Compensation Program For ~~2015~~2022 Service		~~Value of Cash~~ ~~Payment/Award~~		~~Form of Payment~~

		Annual Amount			Form of Payment(1)
	Annual Cash ~~Retainer(1)~~Retainer(2)			$~~75,000~~85,000		~~Cash; May elect to receive annual cash~~ ~~retainer in common stock~~	Cash
	Annual Stock ~~Retainer(2)~~Retainer(3)			$~~100,000~~130,000			Restricted Stock
	Lead Independent Director ~~Retainer~~ Fee			$~~30,000~~37,500			Cash
	Audit ~~and~~ Committee Chair Fee			$25,000			Cash
	Compensation Committee Chair ~~Fee(3)~~Fee			$20,000			Cash
	Nominating and Corporate Governance and Risk Committee Chair Fee			$10,000			Cash
~~Risk~~	Audit Committee ~~Chair Fee(4)~~Membership Fee		—	$7,500			Cash

(1)

May elect to receive the annual cash retainer and committee membership fees in shares of our common stock.

(2)

One-fourth of the annual cash retainer is paid at the end of each quarter, provided that the director served as a director in such fiscal quarter. ~~The annual cash retainer has been increased to $85,000 for 2016.~~

~~(2)~~

(3)

Pursuant to our Policy on Granting Equity Awards, unless specifically provided otherwise by the Compensation Committee or the Board, ~~of Directors,~~ annual grants for directors are effective on the date of the annual meeting at which the director was elected or re-elected. ~~One-fourth of the~~The annual restricted stock grant vests ~~quarterly following~~after one year (i.e., on the ~~date~~anniversary of the ~~grant.~~annual meeting), and is subject to forfeiture until vested. The number of shares of our common stock received is based on the value of the shares on the date of the restricted stock grant. ~~The annual~~

Annual cash and stock ~~retainer has been increased to $115,000~~retainers and any applicable fees described above are prorated for ~~2016.~~

~~(3)~~

~~The Chairman~~non-employee directors who begin such service on a date other than the date of the ~~Compensation Committee's cash retainer was increased to $20,000 effective July 29, 2015.~~

~~(4)~~

~~For 2016, the Chairman~~Company’s annual meeting of ~~our Risk Committee will~~stockholders. Directors

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do not receive ~~a cash retainer of $10,000.~~

fees for attending Board or committee meetings. All of our directors are reimbursed for reasonable expenses incurred in connection with attending Board ~~of Directors~~ meetings, committee meetings and ~~Board~~director education events.

For any director who started after the beginning of the year, became a Committee Chair after the beginning of the year or retired during the year, relevant compensation was prorated according to the number of months during which he or she served in that position during that year.


~~DIRECTORS~~ DIRECTOR DEFERRED COMPENSATION PLAN

Our Board ~~of Directors~~ adopted the KAR Auction Services, Inc. Directors Deferred Compensation Plan (the ~~"Director~~“Director Deferred Compensation ~~Plan"~~Plan”) in December 2009. Pursuant to the terms of the Director Deferred

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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. ~~Directors~~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.~~account that tracks shares of our common stock. The ~~plan~~Director Deferred Compensation Plan provides that the amount of cash in a ~~director's~~director’s deferred cash account, plus athe number of shares of our common stock equal to the number of shares in the ~~director's~~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~~director’s departure from the Board, ~~of Directors,~~ with cash being paid in lieu of any fractional shares.


DIRECTOR STOCK OWNERSHIP AND HOLDING GUIDELINES

The ~~Company's~~Company’s non-employee directors are subject to the ~~Company's~~Company’s director stock ownership and holding guidelines. The stock holding guideline requires each non-employee director to hold any shares of the ~~Company's~~Company’s common stock granted ~~after January 1, 2014~~by the Company for at least ~~four~~three years post-vesting while serving as a director, subject to certain exceptions approved by the Nominating and Corporate Governance Committee. ~~All shares granted on and after January 1, 2014 must be held for six months after service as a director has ended with the Company.~~

The Company’s stock ownership ~~guidelines, which were adopted in 2015, require~~guideline requires each non-employee director to own a minimum of ~~three~~five times his or her annual cash retainer amount in shares of Company stock.

All non-employee directors are in compliance with this stock ownership guideline, except for Ms. Galvin who joined the Board in 2020. These guidelines did not apply to Messrs. Mackenzie and Mehra, who each agreed to waive all non-employee director compensation in 2022.


DIRECTOR COMPENSATION PAID IN ~~2015~~2022

The following table provides information regarding the fiscal 2022 compensation paid to our non-employee ~~directors.~~

directors:

Name	Fees Earned or Paid in Cash(1)	Stock Awards(2)	Total
Carmel Galvin	$105,000	$130,011	$235,011
Mark E. Hill	$95,000	$130,011	$225,011
J. Mark Howell	$102,500	$130,011	$232,511
Stefan Jacoby	$85,032	$130,011	$215,043
Michael T. Kestner	$147,500	$130,011	$277,511
Roy Mackenzie(3)	—	—	—
Sanjeev Mehra(3)	—	—	—
Mary Ellen Smith	$92,541	$130,011	$222,552

Name
Fees Earned
or Paid in
Cash(1) Stock
Awards(2) Total
Ryan M. Birtwell(3) $35,961 — $35,961
Todd F. Bourell(4) $43,269 $100,031 $143,300
Donna R. Ecton(5) $89,926 $100,031 $189,957
Peter R. Formanek(6) $78,062 $100,031 $178,093
Mark E. Hill(7) $80,769 $100,031 $180,800
J. Mark Howell $75,000 $143,884 $218,884
Lynn Jolliffe $75,000 $100,031 $175,031
Michael T. Kestner $95,000 $100,031 $195,031
John P. Larson(8) $105,000 $100,031 $205,031
Stephen E. Smith $75,000 $100,031 $175,031

(1)

The amounts represent the ~~$75,000~~$85,000 annual cash retainer paid to each non-employee director, plus an additional $37,500 paid to the Lead Independent Director, an additional $25,000 paid to the Chair of the Audit Committee, an additional $20,000 paid to the ~~Chairman of the Audit Committee, $15,000 paid to the Chairman~~Chair of the Compensation Committee, ~~(effective July 29, 2015, the retainer was increased to $20,000) and~~an additional $10,000 paid to the ~~Chairman~~Chair of the Nominating and Corporate Governance ~~Committee. Amounts are prorated~~Committee and the Chair of the Risk Committee, and an additional $7,500 paid to ~~reflect partial years~~members of ~~service on~~ the ~~Board of Directors. Pursuant to~~Audit Committee (other than the ~~Director Deferred Compensation Plan,~~Chair). Mr. ~~Kestner~~Jacoby and Ms. ~~Jolliffe~~Smith each elected to ~~defer 100% of their~~receive his or her annual cash retainer (and for Ms. Smith, her Audit Committee membership fee) in ~~a deferred account.~~

shares of the Company’s common stock.

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(2)

The amounts represent the aggregate grant date fair value, computed in accordance with the Financial Accounting Standards Board Accounting Standards Codification Topic 718 ("(“ASC ~~718"~~718”), of shares of restricted stock awarded to each non-employee director as an annual stock retainer. ~~All~~Each non-employee ~~directors~~director who was serving as a director after June 2, 2022, the date of our 2022 annual meeting, received ~~2,620~~7,832 shares of restricted stock as an annual stock retainer in June ~~2015.~~2022. Pursuant to the Director Deferred Compensation Plan, Messrs. ~~Bourell,~~ Hill, Howell and Kestner, ~~Larson~~and Mmes. Galvin and Smith ~~and Mmes. Ecton and Jolliffe~~ each elected to receive 100% of his or her annual stock retainer in a deferred share account. ~~Mr. Howell deferred a grant of 1,270 shares ($43,853) on January 2, 2015 which he received as a pro-rata grant as he was appointed to the Board effective as of December 31, 2014.~~

~~Table of Contents~~

~~(3)~~: ~~Mr. Birtwell was a director~~Please see “Outstanding Director Restricted Stock Awards” below for the ~~period June 12, 2013~~aggregate number of stock awards outstanding at fiscal year-end for each non-employee director.

(3)

Messrs. Mackenzie and Mehra each agreed to ~~June 3, 2015~~waive all non-employee director compensation in 2022.

Each of Messrs. Hallett and ~~he served as the Chairman of the Nominating and Corporate Governance Committee from December 13, 2013 to June 3, 2015.~~

~~(4)~~

~~Mr. Bourell was elected to the Board of Directors effective as of June 3, 2015.~~

~~(5)~~

~~Ms. Ecton became the Chairman of the Compensation Committee effective as of March 13, 2015.~~

~~(6)~~

Mr. Formanek is not standing for re-election at the annual meeting. Mr. Formanek elected to receive his annual cash retainer in shares of the Company's common stock. Mr. Formanek was the Chairman of the Compensation Committee from June 10, 2014 to March 12, 2015.

~~(7)~~

~~Mr. Hill became the Chairman of the Nominating and Corporate Governance Committee effective as of June 3, 2015.~~

~~(8)~~

~~Mr. Larson was elected Lead Independent Director effective as of January 1, 2015.~~

~~Mr. Hallett was~~Kelly were not entitled to receive any fees or other compensation for serving as a member of our Board ~~of Directors~~in 2022 because heeach 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 December 31, ~~2015:~~

2022:

Name	Unvested Shares and Dividend Equivalents(1)	Deferred Phantom Shares and Dividend Equivalents(2)
Carmel Galvin	7,832	17,390
Mark E. Hill	7,832	61,773
J. Mark Howell	7,832	30,716
Stefan Jacoby	7,832	17,672
Michael T. Kestner	7,832	47,371
Roy Mackenzie	—	—
Sanjeev Mehra	—	—
Mary Ellen Smith	7,832	7,132

Name
Unvested Shares of
Common Stock Deferred Phantom
Shares and
Dividend
Equivalents(1)
Todd F. Bourell 1,328 2,658
Donna R. Ecton 1,328 7,747
Peter R. Formanek 1,328 —
Mark E. Hill 1,328 5,978
J. Mark Howell 1,328 3,957
Lynn Jolliffe 1,328 5,978
Michael T. Kestner 1,328 6,041
John P. Larson 1,328 5,978
Stephen E. Smith 1,328 7,747

(1)

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

(2)

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

~~Table of Contents~~

~~BENEFICIAL OWNERSHIP OF THE COMPANY'S~~
~~COMMON STOCK~~

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BENEFICIAL OWNERSHIP OF COMPANY STOCK

The following table sets forth certain information with respect to the beneficial ownership of our common stock and Series A Preferred Stock as of April ~~13, 2016~~6, 2023 of: (1) each person or entity who beneficially owns ~~of record or beneficially~~more than 5% ~~or more~~ of any class of the ~~Company's~~Company’s voting ~~securities of which 137,300,457 shares of common stock were outstanding as of April 13, 2016;~~securities; (2) each of our directors, director nominees and named executive officers; and (3) all of our directors, director nominees and executive officers as a group. Beneficial ownership is determined in accordance with the rules of the SEC. To our knowledge, each stockholder will have sole voting and investment power with respect to the shares indicated as beneficially owned, unless otherwise indicated in a footnote to the following table. The percentage calculations below are based on ~~137,300,457~~109,185,902 shares of our common stock and 634,305 shares of Series A Preferred Stock outstanding as of April ~~13, 2016~~6, 2023, rather than the percentages set forth in any ~~stockholders'~~stockholder’s Schedule 13D ~~and~~or Schedule 13G ~~filings.~~filing. Unless otherwise indicated in a footnote, the business address of each person is our corporate address, c/o KAR Auction Services, Inc. ~~13085 Hamilton Crossing Boulevard,~~, 11299 North Illinois Street, Carmel, Indiana 46032.

	Common Stock Beneficially Owned		Series A Preferred Stock Beneficially Owned
Name of Beneficial Owner	Number of Shares(1)	Percent of Class(2)	Number of Shares	Percent of Class
5% BENEFICIAL OWNERS
Ignition Acquisition Holdings LP(3)	—(4)	—(4)	576,645	90.91%
Periphas Kanga Holdings, LP(5)	—(4)	—(4)	57,660	9.09%
BlackRock, Inc.(6)	17,939,836	16.43%
The Vanguard Group(7)	12,209,230	11.18%
Burgundy Asset Management Ltd.(8)	8,021,848	7.35%
Snyder Capital Management, L.P.(9)	5,747,890	5.26%
Dimensional Fund Advisors LP(10)	5,508,286	5.04%
NAMED EXECUTIVE OFFICERS, DIRECTORS AND DIRECTOR NOMINEES
James Coyle(11)	38,322	*
Thomas J. Fisher	19,581	*
Carmel Galvin	25,223	*
James P. Hallett(11)	953,207	*
John C. Hammer	40,241	*
Mark E. Hill(12)	118,606	*
J. Mark Howell	53,848	*
Stefan Jacoby	36,939	*
Peter J. Kelly(11)	475,893	*
Michael T. Kestner	66,125	*
Eric M. Loughmiller(11)	354,968	*
Roy Mackenzie(3)	—	—	576,645	90.91%
Sanjeev Mehra(5)	—	—	57,660	9.09%
Mary Ellen Smith	44,275	*
Sriram Subrahmanyam(11)	89,159	*
Executive officers, directors and director nominees as a group (21 persons)(13)	2,986,578	2.74%

Shares Beneficially Owned
Name of Beneficial Owner
Number of
Shares(1) Percent of
Class(2)
5% BENEFICIAL OWNERS

Wells Fargo & Company(3)
8,986,848 6.5 %
The Vanguard Group(4)
9,307,797 6.8
NAMED EXECUTIVE OFFICERS, DIRECTORS AND DIRECTOR NOMINEES

Todd F. Bourell
2,871
*

Donna R. Ecton
8,039 *
Peter R. Formanek
38,984
*

Donald S. Gottwald(5)
166,039 *
James P. Hallett(5)
251,601
*

Mark E. Hill
19,743 *
J. Mark Howell
4,190
*

Lynn Jolliffe
6,242 *
Michael T. Kestner
11,378
*

John Kett(5)
102,695 *
John P. Larson
6,243
*

Eric M. Loughmiller(5)
63,457 *
Stephen E. Smith
8,038
*

Stéphane St-Hilaire(5)
152,286 *
Executive officers, directors and director nominees as a group 22 persons(6)
1,764,382 1.3 %

*: Less than one percent

~~Table of Contents~~

(1)

The number of shares includes shares of our common stock subject to vesting requirements and options exercisable within 60 days of April ~~13, 2016.~~

6, 2023.

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(2)

Shares subject to options exercisable within 60 days of April ~~13, 2016~~6, 2023 are considered outstanding for the purpose of determining the percent of the class held by the holder of such option, but not for the purpose of computing the percentage held by others.

(3)

Based solely on information disclosed in a Schedule ~~13G~~13D filed with the SEC on July 2, 2020, as amended on September 14, 2020, reflects securities beneficially owned by Ignition Acquisition Holdings LP. In this filing, it was disclosed that Ignition Acquisition Holdings GP, LLC, as the general partner of Ignition Acquisition Holdings LP, Ignition Parent LP, as the sole member of Ignition Acquisition Holdings GP, LLC, Ignition GP LLC, as the general partner of Ignition Parent LP, Ignition Topco Ltd, as the sole member of Ignition GP LLC, Apax X GP Co. Limited, as investment manager of the relevant investment vehicles in the fund known as Apax X which is the sole shareholder of Ignition Topco Ltd, and Apax Guernsey (Holdco) PCC Limited Apax X Cell, as the sole parent of Apax X GP Co. Limited, may be deemed to be the beneficial owners having shared voting and investment power with respect to the securities. Based on information provided by the security holder and information disclosed in a Registration Statement on Form S 3 filed with the SEC on February 18, 2021, Apax X GP Co. Limited is controlled by its board of directors that is comprised of the following persons: Simon Cresswell, Andrew Guille, Martin Halusa, Jeremy Latham, Paul Meader and David Staples. The address of Ignition Acquisition Holdings LP, Ignition Acquisition Holdings GP, LLC, Ignition Parent LP and Ignition GP LLC is c/o Apax Partners US, LLC, 601 Lexington Avenue, New York, NY 10022. The address of Ignition Topco Ltd is P.O. Box 656, East Wing, Trafalgar Court, Les Banques, St. Peter Port, Guernsey GY1 3PP, Place of Organization: Guernsey. The address of Apax X GP Co. Limited is Third Floor, Royal Bank Place, 1 Glategny Esplanade, St. Peter Port, Guernsey, GY1 2HJ. Mr. Mackenzie is a partner at Apax and is also our director. Mr. Mackenzie disclaims beneficial ownership of the shares of common stock beneficially owned by Ignition Acquisition Holdings LP.

(4)

At the close of business on April 6, 2023, the record date, (i) Ignition Acquisition Holdings LP held in the aggregate voting power equivalent to 32,524,507 shares of our common stock, approximately 22.9% of our common stock on an as converted basis, and (ii) Periphas held in the aggregate voting power equivalent to 3,252,169 shares of our common stock, approximately 2.9% of our common stock on an as converted basis.

(5)

Periphas Kanga Holdings GP, LLC as the general partner of Periphas Kanga Holdings, LP, SKM Periphas GP LLC, as the Managing Member of Periphas Kanga Holdings, GP, LLC and Mr. Mehra, as the Manager of SKM Periphas GP LLC, may be deemed to be the beneficial owners having shared voting and investment power with respect to the securities. The principal business address of each of the individuals and entities identified in this paragraph is 667 Madison Avenue, 15th Floor, New York, NY 10065.

(6)

Based solely on information disclosed in a Schedule 13G/A filed by ~~Wells Fargo & Company~~BlackRock, Inc. on January ~~29, 2016.~~26, 2023. According to this Schedule ~~13G, Wells Fargo & Company~~13G/A, BlackRock, Inc. has ~~the~~ sole voting power ~~and~~with respect to 17,706,989 shares, sole dispositive power with respect to ~~267,438~~17,939,836 shares, and no shared voting ~~power with respect to 8,168,434 shares and shared~~or dispositive ~~power with respect to 8,986,848 shares.~~

~~(4)~~

power. The address of BlackRock, Inc. is 55 East 52nd Street, New York, NY 10055.

(7)

Based solely on information disclosed in a Schedule 13G/A filed by The Vanguard Group on February ~~10, 2016.~~9, 2023. According to this Schedule 13G/A, The Vanguard Group has sole voting power with respect to ~~100,461~~zero shares, sole dispositive power with respect to ~~9,208,636~~11,992,982 shares, shared voting power with respect to ~~7,300~~106,113 shares and shared dispositive power with respect to ~~99,161~~216,248 shares. The address of The Vanguard Group is 100 Vanguard Blvd., Malvern, Pennsylvania 19355.

~~(5)~~

(8)

Based solely on information disclosed in a Schedule 13G/A filed by Burgundy Asset Management Ltd. on February 10, 2023. According to this Schedule 13G/A, Burgundy Asset Management Ltd. has sole voting power with respect to 5,246,376 shares, sole dispositive power with respect to 8,021,848 shares, and no shared voting or dispositive power. The address of Burgundy Asset Management Ltd. is 181 Bay Street, Suite 4510, Toronto, Ontario M5J 2T3.

(9)

Based solely on information disclosed in a Schedule 13G filed by Snyder Capital Management, L.P. on February 14, 2023. According to this Schedule 13G, Snyder Capital Management, L.P. has shared voting and dispositive power with respect to 5,747,890 shares, and no sole voting or dispositive power. The address of Snyder Capital Management, L.P. is 101 Mission Street, Suite 1400, San Francisco, California 94105.

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(10)

Based solely on information disclosed in a Schedule 13G filed by Dimensional Fund Advisors LP on February 10, 2023. According to this Schedule 13G, Dimensional Fund Advisors LP has sole voting power with respect to 5,397,769 shares, sole dispositive power with respect to 5,508,286 shares, and no shared voting or dispositive power. The address of Dimensional Fund Advisors LP is 6300 Bee Cave Road, Building One, Austin, Texas 78746.

(11)

Includes the following shares of our common stock issuable pursuant to options that are exercisable within 60 days of April ~~13, 2016:~~6, 2023: Mr. ~~Gottwald, 165,000;~~Coyle, 17,688; Mr. Hallett, ~~247,202;~~268,273; Mr. ~~Kett, 85,246;~~Kelly, 147,351; and Mr. ~~Loughmiller, 48,602;~~Subrahmanyam, 44,206.

(12)

Includes 800 shares held in a family member’s brokerage account, over which Mr. ~~St-Hilaire, 151,565.~~

~~(6)~~

Hill holds a power of attorney. Mr. Hill disclaims beneficial ownership of these shares.

(13)

Includes an aggregate of ~~1,524,582~~611,389 shares of our common stock issuable pursuant to options that are exercisable within 60 days of April ~~13,~~6, 2023. This group includes Brad S. Lakhia, age 50, who has served as the Company’s Executive Vice President and Chief Financial Officer since April 17, 2023. Mr. Lakhia was Vice President Finance, Americas of The Goodyear Tire & Rubber Company (“Goodyear”) from November 2019 to April 2023. Mr. Lakhia was Vice President, Business Planning & Analysis of Andeavor (formerly Tesoro Corp.) from September 2016 to October 2018 and Vice President, Treasurer and Credit of Andeavor from February 2014 to September 2016. Prior to joining Andeavor, Mr. Lakhia served in accounting, treasury and divisional finance roles with increasing responsibility at Goodyear from October 1996 to February 2014.

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PROPOSAL

In accordance with Section 14A of the Exchange Act and related SEC rules, the Company seeks a non-binding advisory vote from its stockholders to approve the compensation of its named executive officers as described in the “Compensation Discussion and Analysis” section beginning on page 27 and the compensation tables that follow such section. The Company currently seeks this non-binding advisory vote from its stockholders annually, pursuant to the results of the stockholders’ vote at the Company’s 2017 annual meeting of stockholders selecting such frequency. The next “Say on Pay” vote will occur at the Company’s 2024 annual meeting of stockholders, subject to the outcome of the advisory vote on the frequency of future “Say on Pay” votes (Proposal No. 4).

At the 2022 annual meeting, approximately 98% of the votes cast were in favor of the advisory vote to approve executive compensation.

Our executive compensation program includes certain “best practices” in governance and executive compensation, including the following:

•

Pay for performance: Our 2022 annual incentive program is 100% performance-based and our 2022 annual long-term incentive program is 90% performance-based.

•

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

•

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

•

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

•

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

•

No excise tax gross-ups: The Company does not provide tax gross-ups with respect to severance or change in control arrangements.

•

Double-trigger vesting provisions in equity award agreements: Our equity awards permit accelerated vesting of assumed or replaced equity awards upon a change in control only if an executive experiences a qualifying termination of employment in connection with or following such change in control.

•

Robust equity ownership requirements: We have stock ownership guidelines that are applicable to our executive officers. The stock ownership guideline for our CEO is five times his annual base salary.

•

Stockholder alignment: We reward performance that meets or exceeds the performance goals that the Compensation Committee establishes with the objective of increasing stockholder value.

In deciding how to vote on this proposal, the Board encourages you to read the “Compensation Discussion and Analysis” section and the compensation tables that follow. Because this vote is advisory, it will not be binding upon the Board; however, the Board and the Compensation Committee value our stockholders’ opinions, and the Compensation Committee will take into account the outcome of the advisory vote when considering future executive compensation decisions.

The affirmative vote of the holders of a majority of the shares present and entitled to vote at the 2023 annual meeting is required to approve this proposal.

The Board of Directors recommends that you vote FOR the advisory vote to approve executive compensation.

Proxies solicited by the Board of Directors will be voted “FOR” the advisory vote to approve executive compensation unless stockholders specify a contrary vote.

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COMPENSATION DISCUSSION AND ANALYSIS

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) the chief executive officer; (ii) the chief financial officer; (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; and (iv) two additional individuals who served as executive officers during a portion of the last completed fiscal year but who were not serving as an executive officer at the end of the last completed fiscal year. Our named executive officers are:

	Name	Title*
~~SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING~~ ~~COMPLIANCE~~	Peter J. Kelly	Chief Executive Officer
	Eric M. Loughmiller	Executive Vice President and Chief Financial Officer
	James P. (“Jim”) Hallett	Executive Chairman and Chairman of the Board
	James P. Coyle	Executive Vice President and Chief Digital Officer
	Sriram (“Srisu”) Subrahmanyam	President, KAR Services Group and Executive Vice President, Operations
	John C. Hammer	Former Chief Commercial Officer for KAR and President of ADESA
	Thomas J. (“Tom”) Fisher	Former Executive Vice President and Chief Technology Officer

The titles shown for our named executive officers reflect their position on December 31, 2022. Mr. Loughmiller retired from the Company on December 31, 2022; Mr. Hallett retired from the Company on March 31, 2023; Mr. Hammer separated from the Company on May 9, 2022 in connection with the Company’s sale of the ADESA U.S. physical auction business to Carvana; Mr. Fisher separated from the Company on April 7, 2022.

This Compensation Discussion and Analysis is organized into six sections:

				Executive Summary (pages 29–30)
				Compensation Philosophy and Objectives (page 31)
				The Role of the Compensation Committee and the Executive Officers in Determining Executive Compensation (pages 31–32)
				Elements Used to Achieve Compensation Philosophy and Objectives (pages 33–42)
				Compensation Policies and Other Information (page 43)
				Results of Say on Pay Votes at 2022 Annual Meeting (page 44)

2022 Pay For Performance Highlights

•

A combination of the Company’s Adjusted EBITDA performance (85%) and cost reduction goals (15%) were utilized as performance objectives under our 2022 annual incentive program. In furtherance of our pay-for-performance philosophy, despite unanticipated industry headwinds, the Compensation Committee did not apply any discretion in determining achievement, resulting in payouts at 22.5% of the target award amount.

•

Despite the 2020 PRSUs’ three-year performance goals being established prior to the onset of the pandemic and related industry headwinds, the Compensation Committee did not adjust the performance goals in commitment to our pay-for-performance philosophy, resulting in the 2020 PRSUs paying out at 0%.

•

We continued our heavy focus on performance-based equity awards, with 90% of the target annual long-term incentive awards under the 2022 annual long-term incentive program tied to pre-established financial and stock price performance goals.

These highlights are discussed in more detail below.

~~Section 16(a)~~

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IAA Spin-Off

In 2019, we completed the spin-off of our former salvage auction business, IAA, Inc. (“IAA”), to our stockholders, resulting in KAR and IAA being two independent, publicly-traded companies (the “IAA Spin-Off”). In connection with the IAA Spin-Off, KAR stockholders received one share of IAA stock for every one share of KAR stock held as of June 18, 2019. All equity awards outstanding as of the ~~Securities Exchange Act~~IAA Spin-Off were adjusted to preserve the economic value of ~~1934,~~the awards in accordance with the Employee Matters Agreement, dated June 27, 2019, between KAR and IAA. Certain adjusted KAR and IAA awards remained outstanding in 2022. The adjusted KAR awards and adjusted IAA awards were generally subject to the same terms and conditions, and continued to vest on the same schedule, except as ~~amended, requires~~noted below. For purposes of award vesting, continued employment with KAR ~~Auction Services'~~is treated as continued employment for both KAR and IAA awards. The following summarizes the applicable adjustments:

•

RSUs: Holders of outstanding KAR RSUs retained such KAR RSUs and also received an RSU relating to IAA common stock in respect of each KAR RSU held.

•

PRSUs Granted in 2019: Holders of KAR 2019 PRSUs retained such PRSUs and received a PRSU relating to IAA common stock in respect of each KAR PRSU held. The PRSUs were subject to adjusted performance criteria for the period from January 1, 2019, through December 31, 2019, with time-based vesting being applicable through the third anniversary of the applicable grant date for KAR PRSUs (the IAA PRSUs previously vested on December 31, 2021).

•

Stock Options: Each KAR stock option was converted into two separate options, an adjusted option to purchase KAR common stock and an option to purchase IAA common stock, with the number and exercise prices of both options adjusted to maintain economic value. A conversion formula based on the pre-spin closing price of KAR and IAA was used to determine the exercise prices of the adjusted options.

ADESA Sale

In May 2022, we completed the sale of the ADESA U.S. physical auction business to Carvana for approximately $2.2 billion in cash (the “ADESA Sale”). The ADESA Sale was a significant and historic milestone in the Company’s history, and a transformative transaction for the Company, our employees and our stockholders. As described in more detail below, in connection with the ADESA Sale, the goals for the 2022 annual incentive program and 2022 performance-based restricted stock units, as well as our go-forward proxy comparator group, reflect the exclusion of the operating results of the ADESA U.S. physical auction business.

In addition, in connection with the ADESA Sale, we also granted a one-time Strategic Transformation Award to certain of our named executive officers. This award is separate and apart from the 2022 annual executive compensation program, and is intended to further incentivize our executive team to continue to execute upon the Company’s digital transformation and strategy, through enhanced long-term stock price alignment. See page 40 for further information.

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2022 BUSINESS HIGHLIGHTS

For the year ended December 31, 2022, the Company continued to advance its digital transformation. Specific highlights for fiscal 2022 included:

				Increased total revenue5% to $1.5 billion (continuing operations)

Reinforced commitment to digital future with

sale of ADESA U.S.

physical auction business

generating $2.2 billion of gross proceeds

Completed

consolidation of U.S.
dealer-to-dealer marketplaces

and migrated European marketplace technology
to a single platform

Meaningfully reduced cost structure and

surpassed

annual run rate reduction goals

Repaid corporate debt of over

$1.5 billion

and repurchased and retired 12.6 million shares of
common stock

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Our Executive Compensation Practices are Aligned with Stockholders’ Interests

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

WHAT WE DO

Pay for performance: Our annual incentive program is 100% performance-based and our annual equity incentive program is 90% performance-based.

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

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

“Double-trigger” equity vesting: Accelerated vesting of assumed or replaced equity awards upon a change in control of the Company is only permitted if an executive experiences a qualifying termination of employment in connection with or following such change in control.

Robust equity ownership requirements: The stock ownership guideline for our CEO is five times his annual base salary, and three times annual base salary for the other named executive officers. Executive officers are required to hold 60% of vested shares, net of taxes, until stock ownership guidelines are met.

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

Annual compensation risk assessment: Each year we perform an assessment of any risks that could result from our compensation programs and practices.

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

Stockholder alignment: We reward performance that meets or exceeds the performance goals that the Compensation Committee establishes with the objective of increasing stockholder value.

WHAT WE DON’T DO

Pay dividends on unvested equity awards: Dividend equivalents and cash are accrued on PRSUs and RSUs, respectively, but are only paid out if, and to the extent that, the underlying PRSUs and RSUs vest.

Provide excise tax gross-ups: We do not provide “golden parachute” excise tax gross-ups.

Provide excessive perquisites: We provide a limited number of perquisites that are designed to support a competitive total compensation package.

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

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

Provide pension benefits or supplemental retirement plans: We do not maintain a defined benefit pension or supplemental retirement plans for our executive officers.

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COMPENSATION PHILOSOPHY AND OBJECTIVES

We design and administer our executive pay programs to help ensure the compensation of our named executive officers is (i) closely aligned with our performance on both a short-term and long-term basis; (ii) linked to specific, measurable results intended to create value for stockholders; and (iii) competitive in attracting and retaining key executive talent. Each of the compensation programs that we have developed and implemented is intended to satisfy one or more of the following specific objectives:

•

align the interests of our executive officers with the interests of our stockholders so that our executive officers manage from the perspective of owners with an equity stake in the Company;

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motivate and focus our executive officers through incentive compensation programs directly tied to our business objectives and financial results;

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support a one-company culture and encourage synergies among business units by aligning rewards with long-term, overall Company performance and stockholder value;

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provide a significant percentage of total compensation through variable pay based on pre-established, measurable goals and objectives;

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provide competitive upside opportunity without encouraging excessive risk-taking;

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enhance our ability to attract and retain skilled and experienced executive officers; and

•

provide rewards commensurate with performance and with competitive market practices.

While the Company does not target any specific percentile positioning versus the market, the market median is used as a reference point but is not the sole determinant when making compensation decisions. Compensation decisions are made considering a number of factors including experience, retention, sustained performance, specific requirements of roles relative to the market and individual and Company performance.

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

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 Market and Survey Data. Although the Company is comprised of a unique mix of businesses and lacks directly comparable public companies, 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 proxy compensation data of a “proxy comparator group” and survey data (including surveys published by Willis Tower Watson and Radford) in setting and adjusting compensation levels. The Compensation Committee, with assistance from ClearBridge, annually reviews the composition of our proxy comparator group. As part of such reviews, the Compensation Committee considers specific criteria and recommendations regarding companies to add or remove from the group. In light of the lack of directly comparable companies for the Company’s business, as noted above, companies in the proxy comparator group utilized in 2022 were selected based on (i) a focus on service-oriented companies in related industries and business areas as the Company, considering the Company’s digital transformation and go-forward strategy; (ii) similarly-sized revenue and market capitalization levels; (iii) comparable profitability and/or market valuation profiles; and (iv) companies with which the Company competes for executive talent. Where possible, the Compensation Committee included companies that are in related or similar industries to the Company, with an additional focus on technology companies that offer online marketplaces and digital intermediary services in light of the Company’s digital transformation and go-forward strategy.

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The proxy comparator group used from June 2021 to June 2022 (i.e., the group of peer companies used to provide comparable market data for 2022 compensation decisions) consisted of the following 17 companies:

	2022 Proxy Comparator Group
	Allison Transmission Holdings, Inc. CarMax, Inc. Copart, Inc. CDK Global, Inc. CoStar Group, Inc. Equifax Inc.			Etsy, Inc. Fair Isaac Corporation Gentex Corporation Grubhub Inc. IAA, Inc. Lithia Motors, Inc.			LKQ Corporation Ritchie Bros. Auctioneers Incorporated Rush Enterprises, Inc. TripAdvisor, Inc. Vroom, Inc.

Consistent with the Company’s compensation philosophy, 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 2022 compensation levels (as discussed below).

In June 2022, the Compensation Committee reviewed the proxy comparator group in light of the ADESA Sale and, based on the recommendation of ClearBridge, approved a revised proxy comparator group consisting of the following 16 companies:

	Revised 2023 Proxy Comparator Group
	ACV Auctions Inc. CarGurus, Inc. CarMax, Inc. Cars.com Inc. Carvana Co. Copart, Inc.			CoStar Group, Inc. Equifax Inc. Etsy, Inc. Fair Isaac Corporation Gentex Corporation			IAA, Inc. Ritchie Bros. Auctioneers Incorporated Rush Enterprises, Inc. TripAdvisor, Inc. Vroom, Inc.

Companies in the revised proxy comparator group were generally selected based on the same criteria as the prior proxy comparator group, but with an additional focus on the Company’s revenue and market capitalization levels following the ADESA Sale to ensure the comparator group used for 2023 compensation decisions is aligned with the Company’s go-forward posture.

Role of the Independent Compensation Consultant. The Compensation Committee continued to use ClearBridge as its independent compensation consultant in 2022. ClearBridge provided the Compensation Committee advice and guidance with respect to (i) the assessment of the Company’s executive compensation programs and practices; (ii) the evaluation of annual and long-term incentive compensation plan design and practices; (iii) the selection of a proxy comparator group; and (iv) the competitiveness of the executive officers’ elements of compensation. ClearBridge regularly attends Compensation Committee meetings and attends executive sessions as requested by the Chair 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.

Role of Executive Officers. Our Chief Executive Officer regularly participates in meetings of the Compensation Committee at which compensation actions involving our named executive officers are discussed (recusing himself and not participating in portions of meetings where his compensation is discussed). Our Chief Executive Officer assists the Compensation Committee by making recommendations regarding compensation actions for the executive officers other than himself.

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ELEMENTS USED TO ACHIEVE COMPENSATION PHILOSOPHY
AND OBJECTIVES

Elements of 2022 Executive Compensation Program Design

The following table lists the elements of compensation for our 2022 annual 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 strategies that correlate to stockholder value and align with our strategic vision. In order to confirm competitiveness of compensation, the Compensation Committee reviews survey data and proxy compensation data of our proxy comparator group.

Element

Key
Characteristics

Why We Pay
This Element

How We
Determine Amount

2022
Decisions

Fixed

Base salary

Fixed compensation component payable in cash.

Reviewed annually and adjusted when appropriate.

Attract and retain skilled and experienced executives. Compensate for performance of daily job responsibilities.

Base salaries are based on individual performance, experience, skills, job scope, tenure, review of competitive pay practices and base salary as a percentage of total compensation.

Three named executive officers received a salary increase in 2022. See page 35.

Variable

Annual cash incentive awards

Variable compensation component payable in cash based on performance against annually established targets.

Motivate and reward for the successful achievement of pre-determined performance objectives aligned with our key annual objectives.

Award opportunities are based on individual performance, experience, job scope and review of competitive pay practices.

Target annual incentive amount is set as a percentage of base salary.

Actual award payouts were based on a combination of the achievement of Adjusted EBITDA (85%) and cost reduction goals (15%).

KAR’s Adjusted EBITDA performance and the Company’s performance against its cost reduction goals resulted in a payout of 22.5% of the target award for each named executive officer (except for Messrs. Coyle and Hammer; see page 38).

Performance- based restricted stock units (PRSUs)

PRSUs vest at the end of a three-year performance period.

Motivate and reward executives for performance on key long-term measures.

Align the interests of executives with long-term stockholder value.

Award opportunities are based on individual’s ability to impact future results, job scope, individual performance and review of competitive pay practices.

PRSU awards generally made up approximately 50% of the value of the aggregate long term incentives under the 2022 executive compensation program (and 100% of the value actually granted to named executive officers in 2022).

The Compensation Committee granted PRSUs to all of the named executive officers in 2022. See page 39.

2022 PRSU awards are earned based on three-year Cumulative Adjusted EBITDA performance through December 31, 2024.

Performance-based stock options

The performance-based hurdles require achieving and maintaining a minimum stock price appreciation threshold as an additional vesting condition.

Become eligible to vest and become exercisable in 25% increments, each upon the later to occur of (i) the first four anniversaries of the grant date, respectively, and (ii) the attainment of a closing price of the Company’s common stock at or above, for each respective 25% increment, $5, $10, $15, and $20 over the exercise price, for twenty consecutive trading days.

Align the interests of executives with long term stockholder value; further incentivizes our executives to drive long-term stockholder value creation; no options will vest and become exercisable without achievement of pre-established performance goals.

Award opportunities are based on individual performance, experience, job scope and review of competitive pay practices.

Performance-based stock options made up 40% of the value of the aggregate long term incentives granted to named executives in 2021 to apply to the 2022 executive compensation program.

The Compensation Committee granted performance-based stock options to all of the named executive officers in 2021, which covered stock option grants that would have otherwise been granted in 2022. Therefore no additional stock options were granted in 2022. To-date, no performance-based hurdles have been achieved and therefore the stock options remain unvested and unexercisable. See pages 38-39.

Time-based stock options

Vest and become exercisable in equal installments on each of the first four anniversaries of the grant date.

Incentivizes performance by linking realized compensation over long-term appreciation in stock price.

Award opportunities are based on individual performance, experience, job scope and review of competitive pay practices.

Time-based stock options made up 10% of the value of the aggregate long term incentives granted to named executives in 2021 to apply to the 2022 executive compensation program.

The Compensation Committee granted time-based stock options to all of the named executive officers in 2021, which covered stock options that would have otherwise been granted in 2022. Therefore no additional stock options were granted in 2022. See pages 38-39.

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Compensation Structure and Goal Setting

Our executive compensation program is designed to deliver compensation in accordance with our performance, with a large percentage of the compensation at risk through long-term equity awards and annual cash incentive awards. These awards are linked to actual performance, consistent with our belief that a significant amount of executive compensation should be in the form of equity and that a greater percentage of compensation should be tied to performance for executives who bear higher levels of responsibility for our performance. The mix of target direct compensation under our 2022 executive compensation program for our CEO and the average of our other named executive officers is shown in the charts below. Approximately 89% of our CEO’s total target compensation, and approximately 76% of the average total target compensation of our other named executive officers, is at-risk.

	CEO Target Compensation			Other Named Executive Officer Average Target Compensation

	* To better represent target annual compensation under our 2022 executive compensation program, these charts (i) annualize target compensation for named executive officers who only served for a portion of 2022, (ii) include the performance- and time-based stock options granted to the named executive officers in 2021 intended to cover stock option grants that would otherwise be made in 2022, and (iii) exclude Mr. Coyle’s special sign-on award and the Strategic Transformation Award made to certain named executive officers.

Base Salary

General. Annual salary levels for our named executive officers are based upon various factors, including the amount and relative percentage of total compensation that is derived from base salary, individual performance, current roles and responsibilities, skills, experience and job scope. In view of the wide variety of factors considered by the Compensation Committee in connection with determining the base salary of each of our named executive officers, the Compensation Committee has not attempted to rank or otherwise assign relative weights to the factors that it considers. A description of how these factors were applied in 2022 is described below.

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Base Salaries for 2022. In late 2021 and the first quarter of 2022, the Compensation Committee reviewed the base salaries of each of our named executive officers for 2022. After considering multiple factors as noted above, the following base salaries were approved for 2022:

Name	Base Salary	% Change	Effective Date
Peter Kelly	$773,000	3%	March 20, 2022
Eric Loughmiller	$550,000	0%	N/A
Jim Hallett	$725,000	0%	N/A
James Coyle	$500,000	0%	N/A
Srisu Subrahmanyam	$468,000	4%	March 20, 2022
John Hammer	$572,000	4%	March 20, 2022
Tom Fisher	$450,000	0%	N/A

As discussed above, in order to confirm competitiveness of compensation, the Compensation Committee reviews survey data and proxy compensation data of our proxy comparator group. The Compensation Committee approved base salary increases for Messrs. Hammer, Kelly and Subrahmanyam to align with market competitive practice. The Compensation Committee did not approve 2022 base salary adjustments for Messrs. Coyle, Fisher, Hallett or Loughmiller because the Compensation Committee determined that their base salaries were already set at competitive levels.

Base Salaries for 2023. In late 2022 and the first quarter of 2023, the Compensation Committee reviewed the base salaries of each of our named executive officers for 2023. After considering multiple factors as noted above, the Compensation Committee approved the following base salaries for 2023:

Name	Base Salary	% Change	Effective Date
Peter Kelly	$773,000	0%	N/A
Eric Loughmiller	N/A	N/A	N/A
Jim Hallett	$725,000	0%	N/A
James Coyle	$520,000	4%	March 19, 2023
Srisu Subrahmanyam	$468,000	0%	N/A
John Hammer	N/A	N/A	N/A
Tom Fisher	N/A	N/A	N/A

The Compensation Committee approved a base salary increase for Mr. Coyle to align with market competitive practice. The Compensation Committee did not approve 2023 base salary adjustments for Messrs. Kelly, Hallett and Subrahmanyam because the Compensation Committee determined that their base salaries were already set at competitive levels. Messrs. Fisher, Hammer and Loughmiller were not employed in 2023. As discussed above, in order to confirm competitiveness of compensation, the Compensation Committee reviews survey data and proxy compensation data of our proxy comparator group.

Annual Cash Incentive Program

General. Under the KAR Auction Services, Inc. Annual Incentive Program (the “Annual Incentive Program”), which is part of the KAR Auction Services, Inc. Amended and Restated 2009 Omnibus Stock and Incentive Plan (the “Omnibus Plan”), the grant of cash-based awards to eligible participants is contingent upon the achievement of certain pre-established performance goals as determined by the Compensation Committee. The Annual Incentive Program is designed so that a significant proportion of our named executive officers’ annual cash compensation is variable and directly tied to key performance goals.

2022 ANNUAL INCENTIVE PROGRAM

As described below, the 2022 Annual Incentive Program was tied 100% to pre-established, objective performance metrics, specifically a combination of the Company’s Adjusted EBITDA performance (85%) and cost reduction goals (15%).

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Use of 2022 Adjusted EBITDA

In 2022, the Compensation Committee used “2022 Adjusted EBITDA” of the Company as the relevant financial performance metric for determining awards under the Annual Incentive Program. For the named executive officers, 85% of the award’s total payout was weighted on achievement of 2022 Adjusted EBITDA.

“Adjusted EBITDA” is equal to EBITDA (earnings before interest expense, income taxes, depreciation and amortization) adjusted to exclude, among other things: gains and losses from asset sales; unrealized foreign currency translation gains and losses in respect of indebtedness; certain non-recurring gains and losses; stock based compensation expense; certain other non-cash amounts included in the determination of net income; charges and revenue reductions resulting from purchase accounting; minority interest; consulting expenses incurred for cost reduction, operating restructuring and business improvement efforts; expenses realized upon the termination of employees and the termination or cancellation of leases, software licenses or other contracts in connection with the operational restructuring and business improvement efforts; expenses incurred in connection with permitted acquisitions; any impairment charges or write-offs of intangibles; and any extraordinary, unusual or non-recurring charges, expenses or losses.

Use of 2022 Annual Cost Reduction

In 2022, given the strategic importance of reducing the Company’s cost structure to reflect a more asset-light digital operating model, the Compensation Committee utilized cost reduction goals in the Annual Incentive Program. For the named executive officers, 15% of the award’s total payout was weighted on achievement of annualized cost reduction run-rate goals (“2022 Annual Cost Reduction”).

Annual Incentive Opportunity

In 2022, each of our named executive officers was initially eligible to earn a cash-based incentive award under the Annual Incentive Program. The Compensation Committee establishes, on an annual basis, specific targets that determine the size of payouts under the Annual Incentive Program. In 2022, the annual incentive opportunity based on achievement of 2022 Adjusted EBITDA and 2022 Annual Cost Reduction for each named executive officer was as follows:

		Bonus Opportunity			Bonus Goal Weighting %
Name	Base Salary	Threshold % of Base Salary	Target % of Base Salary	Superior % of Base Salary	2022 Adjusted EBITDA	2022 Annual Cost Reduction
Peter Kelly(1)	$768,085	62.5	125	187.5	85	15
Eric Loughmiller	$550,000	50	100	150	85	15
Jim Hallett	$725,000	50	100	150	85	15
James Coyle(2)	$500,000	50	100	150	85	15
Srisu Subrahmanyam(1)	$464,153	50	100	150	85	15
John Hammer(1)	$567,299	50	100	150	85	15
Tom Fisher	$450,000	50	100	150	85	15

(1)

The base salaries of Messrs. Hammer, Kelly and Subrahmanyam were increased from $550,000 to $572,000, $750,000 to $773,000 and $450,000 to $468,000, respectively, as of March 20, 2022, and the base salaries shown in the table reflect the prorated, blended base salaries applied to the respective awards.

(2)

In connection with Mr. Coyle’s initial hiring in October 2021, to transition Mr. Coyle to our annual incentive program and address forfeited compensation from his previous employer, Mr. Coyle’s 2022 annual incentive award was to be paid out at not less than $400,000.

Performance Targets

The Compensation Committee reviews the Company’s business plan approved by the Board and determines the level of performance required to receive threshold, target and superior annual incentive payouts. The Compensation Committee established the performance objectives in amounts which it believed would increase stockholder value and be achievable given sustained performance on the part of the named executive officers and ~~persons who own more than 10%~~which would

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require increasingly greater results to achieve the target and superior objectives. Consistent with the terms of the ~~issued and outstanding shares~~Omnibus Plan, the Compensation Committee may adjust performance goals to reflect unforeseen, unusual or extraordinary events or circumstances. Despite the unanticipated industry headwinds in 2022, the Compensation Committee did not increase or decrease the targets or potential payouts of the ~~Company's common~~2022 annual incentive program awards. In accordance with the terms of the Omnibus Plan and the Annual Incentive Program and as contemplated by the Compensation Committee at the time of establishing the performance targets, in June 2022, following the ADESA Sale, the Compensation Committee reviewed the performance targets and determined that it was appropriate to exclude the operating results of the ADESA U.S. physical auction business.

Following the ADESA Sale, the following targets applied for the 2022 annual incentive program:

		2022 Targets			Performance Leverage (% of Target Goal)			Payout Leverage (% of Target Payout)
	Weighting	Threshold	Target	Superior	Threshold	Target	Superior	Threshold	Target	Superior
2022 Adjusted EBITDA	85%	$265	$290	$315	91%	100%	109%	50%	100%	150%
2022 Annual Cost Reduction	15%	($25)	($30)	($40)	83%	100%	133%	50%	100%	150%

($ in millions)

2022 Annual Incentive Program Payouts

The actual annual incentive award earned by named executive officers for 2022 was determined by the Company’s achievement of the Adjusted EBITDA and 2022 Cost Reduction performance goals, as determined by the Compensation Committee.

Under the Annual Incentive Program, threshold performance objectives must be met in order for a payout to occur. Payouts can range from 50% of target awards for performance at threshold, up to a maximum of 150% of target awards for superior performance, or no payout if performance is below threshold. KAR achieved at least threshold level of Cost Reduction performance in 2022, which resulted in our named executive officers being eligible to receive an award under the Annual Incentive Program in 2022. The actual amounts received are set forth in the “Summary Compensation Table for 2022” on page 47.

The following chart provides the actual level of Adjusted EBITDA and Annual Cost Reduction performance achieved in 2022.

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Based on the Company’s performance during 2022 and the accompanying payout percentages for the different performance goals set forth above, our named executive officers earned the percentages and corresponding payout amounts of their target annual incentive awards as set forth below:

	Target	Actual
Name	Target Annual Incentive Award(1)	% of Adjusted EBITDA Target Award Earned (85% Weighting)	% of Cost Reduction Target Award Earned (15% Weighting)	% of Total Target Award Earned	2022 Payout (Actual Annual Incentive Award)(2)
Peter Kelly	$960,106	0%	150%	22.5%	$216,024
Eric Loughmiller	$550,000	0%	150%	22.5%	$123,750
Jim Hallett	$725,000	0%	150%	22.5%	$163,125
James Coyle	$500,000	0%	150%	22.5%	$400,000
Srisu Subrahmanyam	$464,153	0%	150%	22.5%	$104,435
John Hammer	—	—	—	—	—
Tom Fisher	$118,356	0%	150%	22.5%	$26,630

(1)

The target annual incentive award for Messrs. Kelly and Subrahmanyam reflect the mid-year base salary adjustments described on page 35. Mr. Fisher’s annual incentive award opportunity was prorated based on his April 7, 2022 separation date. Mr. Hammer was not eligible for an incentive award payout due to his separation of employment in connection with the ADESA Sale (in connection with the ADESA Sale, the Company was required to pay a prorated portion of outstanding annual cash bonus opportunities to transferring employees at closing, including $195,890 to Mr. Hammer as set forth in the “Summary Compensation Table for 2022” on page 47).

(2)

2023 ANNUAL INCENTIVE PROGRAM

In the first quarter of 2023, the Compensation Committee approved the performance objectives for our 2023 Annual Incentive Program. For 2023, the bonus opportunity for each named executive officer will be weighted on a combination of the Company’s Adjusted EBITDA performance (80%) and certain cost reduction objectives (20%).

Long-Term Incentive Opportunities

To further align our named executive officers’ interests with those of our stockholders, the Company provides long-term incentive compensation opportunities under the Omnibus Plan, as described below.

Omnibus Plan. The Company currently grants long-term incentive awards under the Omnibus Plan. Our Board adopted the Omnibus Plan on December 10, 2009, and it has since been amended and restated, as approved by our stockholders. Under the Omnibus Plan, participants are eligible to receive stock options, restricted stock, RSUs (with or without performance conditions), stock appreciation rights, other stock-based awards and/or cash-based awards, each as determined by the Compensation Committee.

2021–2024 Long-Term Incentive Program Framework

In February 2021, the Compensation Committee approved changes to ~~file reports~~the components of ~~initial ownership~~our long-term incentive program, which is intended to apply for the 2021–2024 compensation periods. In prior years (2015–2020), named executive officers had been granted long-term incentive awards on an annual basis in the form of PRSUs and RSUs, allocated such that 75% of the value was in the form of PRSUs and 25% of the value was in the form of RSUs. In connection with the Company’s digital transformation and go-forward strategy, in 2021 the Compensation Committee approved changes to the structure of our long-term incentive program, including the elimination of RSUs and the introduction of performance- and time-based stock options, as described below.

In 2021, the Compensation Committee granted named executive officers who were not retirement-eligible additional performance-based stock options and time-based stock options, intended to cover stock option grants that would

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otherwise be made in 2022, 2023 and 2024 (i.e., 50% of the grant value attributed to those years), and, for retirement-eligible named executive officers, additional performance-based stock options and time-based stock options intended to cover grants that would otherwise be made in 2022. As a result of the 2021 grants, in 2022 and 2023 the Compensation Committee only granted PRSUs to our named executive officers as part of the annual executive compensation program, with a target value equal to 50% of the long-term incentive grant value that our named executive officers would otherwise receive, and the Compensation Committee intends to do the same in 2024 (with any increases in target long-term incentive opportunities being provided in the form of PRSUs).

The Compensation Committee approved these stock option grants attributable to future years (i.e., 2022, 2023 and 2024), of which 80% are tied to stock price vesting hurdles, to motivate executives to achieve the Company’s go-forward business strategy, including our digital transformation; further align the executives’ interests with stockholders; reward the executive management team for meaningful stock price growth above the grant date stock price; and enhance the retentiveness of the compensation program in a highly competitive market environment for talent. The stock price vesting hurdles for the performance-based stock options were set at levels that require significant growth, and, as of the date hereof, no performance-based hurdles have been achieved and all performance-based stock options remain unvested and unexercisable, which ensures our executives continue to remain highly-incentivized to achieve the performance goals.

The outstanding performance-based stock options, as well as the outstanding 2021, 2022 and 2023 PRSU awards, continue to align executives’ interests with those of our stockholders. Executives remain highly motivated to achieve the performance goals under the 2021−2024 long-term incentive program framework, which will drive long-term stockholder value creation.

2022 LONG-TERM INCENTIVE AWARDS

On February 28, 2022, the Compensation Committee granted PRSUs to the Company’s named executive officers, as described in the table below. Awards were based on the individual’s ability to impact future results, job scope, individual performance, and a review of competitive pay practices. The aggregate target award value for each named executive officer took into account that the stock options attributable to the 2022 program were granted in 2021 (and, for Mr. Kelly, an increase in his annual target long-term incentive opportunity in 2022 to further align his total target compensation opportunity with market competitiveness).

Name	Target PRSUs (Cumulative Adjusted EBITDA Goal)	Value of Target PRSUs at Grant
Peter Kelly	216,685	$4,000,005
Eric Loughmiller	37,243	$687,506
Jim Hallett	67,714	$1,250,000
James Coyle	20,315	$375,015
Srisu Subrahmanyam	24,378	$450,018
John Hammer	27,086	$500,008
Tom Fisher	13,543	$250,004

2022 Performance-Based RSU Awards

The PRSUs were initially to vest if and to the extent that the sum of the Company’s “Cumulative Operating Adjusted Net Income Per Share” exceeds certain levels over the three-year measurement period beginning on January 1, 2022 and ending on December 31, 2024. In June 2022, following the ADESA Sale, the Compensation Committee adjusted the performance targets in light of the exclusion of the operating results of the ADESA U.S. physical auction business. Following such adjustments, the PRSUs will vest if and to the extent that the sum of the Company’s “Cumulative Adjusted EBITDA” exceeds certain levels over the three-year measurement period beginning on January 1, 2022 and ending on December 31, 2024.

“Cumulative Adjusted EBITDA” is defined as the sum of the Company’s Adjusted EBITDA for the three fiscal years in the measurement period. “Adjusted EBITDA” for a fiscal year is equal to the Company’s consolidated earnings before interest expense, income taxes, depreciation and amortization, as adjusted, calculated and reported in the Company’s annual earnings release and Form 10-K. Adjusted EBITDA may be further adjusted at the

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Compensation Committee’s discretion to exclude the impact of unplanned transactions or events, including but not limited to excluding the impact of acquisitions in the year of acquisition.

The amount of the target PRSUs actually earned and paid in shares of common stock in a lump sum following the performance period will be: 0% for below threshold performance, 50% for threshold performance, 100% for target performance and up to 200% for achieving the maximum performance level or higher. Linear interpolation will be used to calculate the percentage of PRSUs earned and paid if performance falls between the levels described above (and no PRSUs will be earned for performance below threshold performance).

Strategic Transformation Award Granted to Certain Named Executive Officers in 2022

On December 9, 2022, a one-time RSU grant (the “Strategic Transformation Award”) was made to certain key leaders to (i) recognize the significance of the successful completion of the ADESA Sale, (ii) incentivize key leaders to execute an effective separation of the ADESA U.S. business and drive the related transition and commercial efforts, and (iii) stabilize, motivate and retain key leaders to ensure continuity as the Company accelerates its digital transformation post-ADESA Sale.

The ADESA Sale was significant and transformative for the Company, rapidly accelerating its digital marketplace strategy. The organizational changes resulting from the rapid transition to a leaner, asset-light digital operating model were substantial. Successfully navigating this initial transitional period is critical to the Company’s long-term strategy, and continuity of executive leadership is essential to these efforts.

The Compensation Committee believes it is in the best interests the Company and its stockholders to promote and support the continued engagement of executive leadership as they continue to drive historic change for the Company, and to recognize the ongoing efforts of executive leadership in navigating the challenges posed by the pandemic and unprecedented industry headwinds. The Compensation Committee, after consultation with ClearBridge, believes that making the Strategic Transformation Award achieves this purpose. The Compensation Committee recognizes that one-time awards should only be utilized in extraordinary circumstances and, after meaningful deliberation and consultation with ClearBridge, concluded that these transformational awards were in the best interests of the Company and its stockholders.

The Compensation Committee elected to grant these transformational awards as RSUs in order to provide direct alignment with stockholder interests in both up and down markets, thereby aligning management’s rewards with the success of the go-forward digital transformation post-ADESA Sale. These RSUs support the critical need to ensure continuity of the executive team as they lead the Company through the separation and transformation efforts following the ADESA Sale. In addition, our executives continue to remain highly-incentivized to achieve the performance goals as set forth in the 2021-2024 long-term incentive program framework (as the program is comprised of 90% performance-based awards). The performance-based stock options, as well as the 2021, 2022 and 2023 PRSU awards, continue to remain outstanding, closely aligning executives’ interests with those of our stockholders.

Name	RSUs	Value of RSUs at Grant
Peter Kelly	150,000	$2,005,500
Eric Loughmiller	100,000	$1,337,000
Jim Hallett	150,000	$2,005,500
James Coyle	60,000	$802,200
Srisu Subrahmanyam	60,000	$802,200

One-third of the RSUs will vest and convert into shares of common stock of the Company on each of the first three anniversaries of the ADESA Sale (i.e., May 9, 2023, May 9, 2024, and May 9, 2025), subject to continued employment with the Company through each such vesting date. This one-time, non-recurring award is not part of the 2022 annual executive compensation program described on page 33.

PRIOR YEARS’ LONG-TERM INCENTIVE AWARDS

2021 Performance-Based RSU, Performance-Based Stock Option, and Time-Based Stock Option Awards

As previously disclosed, on March 4, 2021 (but on November 5, 2021 for Mr. Coyle), the Compensation Committee granted PRSUs and performance- and time-based stock options to the Company’s named executive officers,

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some of which remained outstanding at fiscal year-end 2022. The amounts of PRSUs and performance- and time-based stock options that remain outstanding are disclosed in the “Outstanding Equity Awards” table below.

The PRSU awards have terms substantially similar to those granted in 2022 (except utilizing the Company’s “Cumulative Operating Adjusted Net Income Per Share” as the performance measure). The performance-based stock options will become eligible to vest and become exercisable in 25% increments, each upon the later to occur of (i) the first four anniversaries of the grant date, respectively, and (ii) the attainment of a closing price of the Company’s common stock at or above, for each respective 25% increment, $5, $10, $15, and $20 over the exercise price, for twenty consecutive trading days. The time-based stock options will vest and become exercisable in equal installments on each of the first four anniversaries of the grant date, subject to the named executive officer’s continued employment with the Company through each such anniversary. For the year ended December 31, 2022, a portion of the time-based stock options had vested, as reflected in the “Outstanding Equity Awards” table below.

2020 Performance-Based and Time-Based RSU Awards

As previously disclosed, on February 21, 2020, the Compensation Committee granted PRSUs and RSUs to the Company’s named executive officers, some of which remained outstanding at fiscal year-end 2022. The PRSU awards have terms substantially similar to those granted in 2021, and the RSU awards vest and convert into shares of common stock of the Company in one-third increments on each of the first three anniversaries of the grant date, subject to the named executive officer’s continued employment with the Company through each such anniversary. For the year ended December 31, 2022, two-thirds of the RSUs had vested, as disclosed in the “Option Exercises and Stock Vested” table below.

The number of PRSUs that were eligible to vest based on Cumulative Operating Adjusted Net Income Per Share achieved was determined in accordance with the chart below:

	Cumulative Operating Adjusted Net Income Per Share During the Measurement Period			Number of PRSUs Vesting
	Below Threshold:
	Below $4.32			0% of Target
	Threshold:
	$4.32			50% of Target
	Target:
	$4.67			100% of Target
	Maximum:
	Greater than or equal to $5.14			200% of Target

The Company achieved Cumulative Operating Adjusted Net Income Per Share of $3.58 over the three-year performance period ended December 31, 2022, which was below the threshold level of performance necessary for any payout. As such, on February 7, 2023, based on the Cumulative Operating Adjusted Net Income Per Share achieved, 0% of the PRSUs vested.

2019 Performance-Based and Time-Based RSU Awards

As previously disclosed, on February 22, 2019 (and for Mr. Hammer, again on March 1, 2019), the Compensation Committee granted PRSUs and RSUs to the Company’s named executive officers, with the PRSUs being converted into time-based RSUs following the adjusted performance period from January 1, 2019 to December 31, 2019. The PRSUs that converted to RSUs and the final one-third of the RSUs granted in 2019 each vested in 2022, as disclosed in the “Option Exercises and Stock Vested” table below.

Retirement, Health and Welfare Benefits

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protect employees against catastrophic loss and encourage a healthy lifestyle. Our health and welfare programs include medical, dental, vision, pharmacy, life, disability and accidental death and disability insurance. We also provide travel insurance to all employees who travel for business purposes.

We provide certain enhanced retirement vesting of equity-incentive awards as described in “Potential Payments Upon Termination or Change in Control—Potential Payments Upon Termination or Change in Control Table”.

Perquisites

The Company provides the named executive officers a limited number of perquisites that the Compensation Committee believes are reasonable and consistent with the objective of attracting and retaining highly qualified executives. The perquisites which are currently available to certain of our named executive officers include an automobile allowance or use of a Company-owned automobile, an allowance for executive physicals, Company-paid group term life insurance premiums and relocation benefits under the Company’s mobility program. Please see footnote 6 to the “Summary Compensation Table for 2022” on page 47 for more information regarding perquisites.

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COMPENSATION POLICIES AND OTHER INFORMATION

Employment and Severance Agreements

The Compensation Committee recognizes that, from time to time, it is appropriate to enter into agreements with our executive officers to ensure that we continue to retain their services and to promote stability and continuity within the Company. All of our named executive officers have an employment agreement with the Company. A description of these agreements can be found in the section titled “Potential Payments Upon Termination or Change in Control—Employment Agreements with Named Executive Officers.”

Tax and Accounting Considerations

Employment Agreements. Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) and related provisions impose substantial excise taxes under Section 4999 of the Code on so-called “excess parachute payments” payable to certain named executive officers upon a change in control and results in the loss of the compensation deduction for such payments by the Company. None of the employment agreements entered into with named executive officers contain excise tax gross-up provisions.

Tax Deductibility of Awards Under the Omnibus Plan. Section 162(m) of the Code (“Section 162(m)”) generally disallows a federal tax deduction by the Company for compensation paid to Covered Employees (as defined in Section 162(m)) in excess of $1,000,000. Though tax deductibility is one of many factors considered by the Compensation Committee when determining executive compensation, the Compensation Committee may make decisions in designing and approving pay programs that are not driven by tax consequences to the Company.

Accounting for Stock-Based Compensation. We account for stock-based compensation in accordance with the requirements of ASC 718.

Clawback Policy for Financial Restatements. The Company’s clawback policy provides for the recovery of incentive compensation in the event the Company is required to prepare an accounting restatement due to any current or former executive officer’s intentional misconduct. In such an event, the executive officer would be required to repay to the Company the excess amount of incentive compensation received under the inaccurate financial statement. The Company intends to revise this policy as needed to comply with the requirements of the Dodd-Frank Wall Street Reform and Consumer Protection Act when such requirements become effective.

Anti-Hedging and Anti-Pledging Policies

Our insider trading policy expressly prohibits our directors, officers and other employees from, among other things:

•

trading in options, warrants, puts and calls or similar instruments on Company securities;

•

selling Company securities “short”;

•

holding Company securities in margin accounts; and

•

pledging Company securities as collateral for loans.

In addition to the Company’s insider trading policy, the Company has a formal anti-hedging policy. This policy prohibits our officers and directors from entering into hedging or monetization transactions involving Company stock, such as prepaid variable forward contracts, equity swaps, collars and exchange funds.

Stock Ownership Guidelines and Stock Holding Requirement

The Compensation Committee adopted the following stock ownership guidelines which are applicable to our named executive officers:

Title			Stock Ownership Guideline
CEO			5 times annual base salary
Other Named Executive Officers			3 times annual base salary

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The named executive officers must hold 60% of the vested shares, net of taxes, of Company stock received under awards granted on or after January 1, 2015 until the applicable ownership guideline is met. All named executive officers own shares in excess of the stock ownership guidelines, except for Mr. Coyle who became an employee of the Company in 2021 and Mr. Subrahmanyam who became an executive officer of the Company in 2022, who are each subject to the aforementioned holding requirement.

RESULTS OF SAY ON PAY VOTES AT 2022 ANNUAL MEETING

At the Company’s 2022 annual meeting of stockholders, the Company held a non-binding stockholder vote on executive compensation (commonly referred to as “Say on Pay”). At the meeting, excluding broker non-votes, approximately 98% of the votes on the matter were cast to approve the Company’s executive compensation programs, approximately 2% of the votes were cast against, and less than 0.5% abstained from voting.

In addition, at the Company’s 2017 annual meeting of stockholders, the Company held a non-binding stockholder vote on whether to hold a Say on Pay vote every one, two or three years. At that meeting, a majority of our stockholders voted in favor of holding a Say on Pay vote every year, and accordingly, the Company adopted an annual Say on Pay vote frequency. As described in more detail in Proposal No. 3 above, the Company is again holding a Say on Pay vote to approve executive compensation at the 2023 annual meeting of stockholders.

Subject to the outcome of the stockholder advisory vote on the frequency of the Say on Pay vote (Proposal 4), we expect to continue holding this Say on Pay vote annually, with the next vote expected to occur at our 2024 annual meeting of stockholders.

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COMPENSATION COMMITTEE REPORT

The Compensation Committee has reviewed the Compensation Discussion and Analysis for executive compensation for 2022 and discussed that analysis with management. Based on its review and discussions with management, the Compensation Committee recommended to our Board that the Compensation Discussion and Analysis be included in this proxy statement and incorporated by reference into the Company’s 2022 Annual Report on Form 10-K.

COMPENSATION COMMITTEE

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ANALYSIS OF RISK IN THE COMPANY’S
COMPENSATION STRUCTURE

The Compensation Committee considers the potential risks in our business when designing and administering the Company’s pay programs, and the Compensation Committee believes its balanced approach to performance measurement and pay delivery works to avoid misaligned incentives for individuals to undertake excessive or inappropriate risk. Each year, with the assistance of its independent compensation consultant and Company management, the Compensation Committee reviews the Company’s compensation policies and practices to evaluate whether the compensation arrangements of the Company’s employees encourage unnecessary or excessive risk taking that is reasonably likely to have a material adverse effect on the Company.

In its most recent evaluation, the Compensation Committee considered the Company’s employee compensation structures and noted numerous design elements that manage and mitigate risk without diminishing the incentive nature of the compensation. For example, the executive compensation program includes a balanced mix between cash and equity and between annual and longer-term incentives. In addition, annual incentive awards and long-term incentive awards granted to executives are generally tied to corporate performance goals that encourage performance that supports the business as a whole. Further, the executive annual incentive awards include a maximum payout opportunity equal to 150% of target, and the PRSUs granted as part of the long-term incentive program include a maximum payout opportunity equal to 200% of target. Our executives are also expected to meet share ownership guidelines in order to align the executives’ interests with those of our stockholders. Also, the Company’s clawback policy permits the Company to recover incentive compensation paid to an executive officer if the compensation resulted from any financial result or metric impacted by the executive officer’s intentional misconduct. This policy helps to discourage inappropriate risks, as executives will be held accountable for misconduct which is harmful to the Company’s financial and reputational health.

The Compensation Committee also reviewed the Company’s compensation programs for certain design features that may have the potential to encourage excessive risk-taking, including over-weighting towards annual incentives, highly leveraged payout curves, unreasonable thresholds and steep payout cliffs at certain performance levels that may encourage short-term business decisions to meet payout thresholds. The Compensation Committee concluded that the Company’s compensation programs (i) do not include such elements; or (ii) have implemented features, steps and controls that are designed to limit risks of our compensation arrangements. In light of these analyses, the Compensation Committee concluded that the Company has a balanced pay and performance program that does not encourage excessive risk-taking that is reasonably likely to have a material adverse effect on the Company.

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SUMMARY COMPENSATION TABLE FOR 2022

The table below contains information concerning the compensation of our named executive officers.

Name and Principal Position(1)	Year(2)	Salary	Bonus(3)	Stock Awards(4)	Option Awards	Non-Equity Incentive Plan Compensation(5)	All Other Compensation(6)	Total
Peter Kelly Chief Executive Officer	2022	$767,692		$6,005,505		$216,024	$39,001	$7,028,222
	2021	$709,616		$1,500,001	$6,000,003	$237,566	$30,747	$8,477,933
	2020	$600,000		$1,350,019		$458,106	$19,592	$2,427,717
Eric Loughmiller Executive Vice President and Chief Financial Officer	2022	$550,000		$2,024,506		$123,750	$23,939	$2,722,195
	2021	$550,000		$687,503	$1,375,002	$146,707	$17,540	$2,776,752
	2020	$550,000		$1,375,028		$419,931	$32,964	$2,377,923
Jim Hallett Executive Chairman and Chairman of the Board	2022	$725,000		$3,255,500		$163,125	$44,363	$4,187,988
	2021	$792,308		$1,250,012	$2,500,005	$205,474	$43,763	$4,791,562
	2020	$975,000		$3,900,024		$930,529	$41,910	$5,847,463
James Coyle Executive Vice President and Chief Digital Officer	2022	$500,000	$800,000	$1,177,215			$32,930	$2,510,145
	2021	$84,615		$375,003	$1,500,002	$22,228	$5,069	$1,986,917

Srisu Subrahmanyam President KAR Services Group, Executive Vice President Operations	2022	$463,846		$1,252,218		$104,435	$33,900	$1,854,399

John Hammer Former Chief Commercial Officer for KAR and President of ADESA	2022	$203,923	$195,890	$500,008			$1,735,919	$2,635,740
	2021	$550,000		$500,005	$2,002,002	$146,707	$32,362	$3,229,076
	2020	$546,000		$820,024		$416,877	$31,308	$1,814,209

Tom Fisher Former Executive Vice President and Chief Technology Officer	2022	$128,077		$250,004		$26,630	$1,638,343	$2,043,054
	2021	$450,000		$250,002	$1,000,002	$120,033	$30,950	$1,850,987
	2020	$447,692		$425,020		$329,264	$30,605	$1,232,581

(1)

Principal position reflects the position held on December 31, 2022. Messrs. Loughmiller, Hallett, Hammer and Fisher ceased employment with the Company on December 31, 2022, March 31, 2023, May 9, 2022, and April 7, 2022, respectively.

(2)

Mr. Coyle commenced employment on October 26, 2021. Mr. Subrahmanyam was not a named executive officer for 2020 or 2021.

(3)

In connection with Mr. Coyle’s initial hiring in October 2021, to partially address forfeited compensation from his previous employer, $400,000 of the bonus amount for Mr. Coyle was attributable to a special cash sign-on award made 90 days after his hire date (which is required to be repaid in full in the event he leaves the Company within one year of payment), with the remaining $400,000 attributable to Mr. Coyle’s 2022 Annual Incentive Program award being paid out at not less than $400,000. In connection with the ADESA Sale, the Company was required to pay a prorated portion of outstanding annual cash bonus opportunities to transferring employees at closing, including a prorated portion of Mr. Hammer’s target 2022 Annual Incentive Program award opportunity in the amount of $195,890.

(4)

The amounts reported in this column for 2022 represent the grant date fair value of (i) PRSUs granted on February 28, 2022 to each of the named executive officers, and (ii) RSUs granted on December 9, 2022 to Messrs. Kelly, Loughmiller, Hallett, Coyle and Subrahmanyam, each computed in accordance with ASC 718. See Note 5 to our financial statements for 2022 for information about the assumptions made in determining the grant date fair value. Assuming, instead, that the maximum level of performance is achieved with respect to the 2022 PRSU awards, based on grant date value of our common stock, the award that could be earned at the end of the performance period (excluding dividends) is as follows: Mr. Kelly – $8,000,010; Mr. Loughmiller – $1,375,012; Mr. Hallett – $2,500,000; Mr. Coyle – $750,030; Mr. Subrahmanyam – $900,036; Mr. Hammer – $1,000,006; and Mr. Fisher – $500,008.

(5)

The amount reported is equal to the amount paid to the named executive officer under the Annual Incentive Program, which is governed by the Omnibus Plan.

(6)

The amounts reported for 2022 consist of the following:

•

Automobile allowance: Mr. Kelly – $24,731; Mr. Hallett – $25,000; Mr. Coyle – $18,000; Mr. Subrahmanyam – $18,000; Mr. Hammer – $6,923; and Mr. Fisher – $5,123.

•

401(k) matching contributions: Mr. Kelly – $12,200; Mr. Loughmiller – $12,200; Mr. Hallett – $12,200; Mr. Coyle – $12,200; Mr. Subrahmanyam – $12,200; Mr. Hammer – $12,200; and Mr. Fisher – $9,647.

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•

Company paid group term life insurance premiums: Mr. Kelly – $2,070; Mr. Loughmiller – $5,940; Mr. Hallett – $7,163; Mr. Coyle – $900; Mr. Subrahmanyam – $2,070; Mr. Hammer – $796; and Mr. Fisher – $363.

•

Executive physical: Mr. Coyle – $1,830; Mr. Subrahmanyam – $1,630.

For Mr. Hammer, the amounts reported for 2022 also include a cash payment of $1,716,000 in connection with his separation from the Company in connection with the ADESA Sale.

For Mr. Fisher, the amounts reported for 2022 also include (i) a cash severance payment of $1,350,000, COBRA premiums payment of $13,997 and $9,212 in accrued but unpaid vacation, each in connection with his separation from the Company, and (ii) $250,000 in consulting fee payments paid to Mr. Fisher’s consulting firm, Tack Iron LLC, with respect to consulting services in connection with a data center migration project.

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GRANTS OF PLAN-BASED AWARDS FOR 2022

The following table summarizes the awards granted to, and the payouts that were achievable for, each of our named executive officers in 2022 under the Annual Incentive Program and the grants of PRSUs and RSUs made under the Omnibus Plan.

			Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1)						Estimated Future Payouts Under Equity Incentive Plan Awards(2)
Name (a)	Grant Date (b)		Threshold ($)(c)(1)		Target ($)(d)(1)		Maximum ($)(e)(1)		Threshold (#)(f)(2)		Target (#)(g)(2)		Maximum (#)(h)(2)		All Other Stock Awards: Number of Shares of Stock or Units (#)(i)(3)		Grant Date Fair Value of Stock Awards ($)(l)(4)
Peter Kelly		—		480,053		960,106		1,440,159
		2/28/2022								108,343		216,685		433,370				4,000,005
		12/9/2022														150,000		2,005,500
Eric Loughmiller		—		275,000		550,000		825,000
		2/28/2022								18,622		37,243		74,486				687,506
		12/9/2022														100,000		1,337,000
Jim Hallett		—		362,500		725,000		1,087,500
		2/28/2022								33,857		67,714		135,428				1,250,000
		12/9/2022														150,000		2,005,500
James Coyle		—				500,000		750,000
		2/28/2022								10,158		20,315		40,630				375,015
		12/9/2022														60,000		802,200
Srisu Subrahmanyam		—		232,077		464,153		696,230
		2/28/2022								12,189		24,378		48,756				450,018
		12/9/2022														60,000		802,200
John Hammer		—		283,649		576,299		850,948
John Hammer		2/28/2022								13,543		27,086		54,172				500,008
Tom Fisher		—		225,000		450,000		675,000
Tom Fisher		2/28/2022								6,772		13,543		27,086				250,004

(1)

Columns (c), (d) and (e) include the potential awards for performance at the threshold, target and maximum (“superior”) levels, respectively, under the Annual Incentive Program. See “Compensation Discussion and Analysis—Elements Used to Achieve Compensation Philosophy and Objectives—Annual Cash Incentive Program” for further information on the terms of the Annual Incentive Program. In connection with Mr. Coyle’s initial hiring in October 2021, to transition Mr. Coyle to our Annual Incentive Program and to address forfeited compensation from his previous employer, Mr. Coyle’s 2022 Annual Incentive Program award was to be paid out at not less than $400,000.

(2)

Columns (f), (g) and (h) include the potential number of PRSUs which may be earned for performance at the threshold, target and maximum levels, respectively. These awards vest if and to the extent that the sum of the Company’s Cumulative Adjusted EBITDA exceeds certain levels over the three-year period beginning on January 1, 2022 and ending on December 31, 2024.

(3)

Column (i) includes the number of RSUs granted in 2022. This award vests ratably on each of May 9, 2023, May 9, 2024, and May 9, 2025, subject to continued employment with the Company through each such vesting date.

(4)

The amounts reported in this column represent the grant date fair value of awards granted to our named executive officers, computed in accordance with ASC 718. For PRSUs, the grant date fair value is based on target performance. See Note 5 to our financial statements for 2022 for information about the assumptions made in determining the grant date fair value.

Additional information concerning our cash and equity incentive awards and plans may be found in the sections titled “Compensation Discussion and Analysis—Elements Used to Achieve Compensation Philosophy and Objectives—Annual Cash Incentive Program” and “Long-Term Incentive Opportunities,” respectively.

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OUTSTANDING EQUITY AWARDS
AT FISCAL YEAR-END 2022

					Option Awards										Stock Awards
Name (a)	Grant Year		Number of Securities Underlying Unexercised Options Exercisable (#)(b)		Number of Securities Underlying Unexercised Options Unexercisable (#)(c)		Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)(d)		Option Exercise Price ($)(e)		Option Expiration Date (f)		Number of Shares or Units of Stock That Have Not Vested (#)(g)		Market Value of Shares or Units of Stock That Have Not Vested ($)(h)		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(i)		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(j)
Peter Kelly		2020												5,057(1)		65,994(1)
		2021																54,309(2)		708,732(2)
		2021		29,644(3)		88,934(3)				13.81		03/04/2031
		2021						474,309(4)		13.81		03/04/2031
		2021		44,031(5)		132,094(5)				18.23		06/04/2031
		2021						704,501(6)		18.23		06/04/2031
		2022																216,685(9)		2,827,739(9)
		2022												150,000(10)		1,957,500(10)
Eric Loughmiller		2014		97,204						11.74		02/27/2024
		2020												4,983(1)		65,028(1)
		2021																24,892(2)		324,841(2)
		2021		13,587(3)		40,761(3)				13.81		03/04/2031
		2021						217,392(4)		13.81		03/04/2031
		2021		6,727(5)		20,181(5)				18.23		06/04/2031
		2021						107,632(6)		18.23		06/04/2031
		2022																24,829(9)		324,018(9)
		2022												97,114(10)		1,267,338(10)
Jim Hallett		2014						194,404		11.74		02/27/2024
		2020												14,122(1)		184,292(1)
		2021																45,258(2)		590,617(2)
		2021		24,703(3)		74,112(3)				13.81		03/04/2031
		2021						395,257(4)		13.81		03/04/2031
		2021		12,231(5)		36,693(5)				18.23		06/04/2031
		2021						195,695(6)		18.23		06/04/2031
		2022																67,714(9)		883,668(9)
		2022												145,092(10)		1,893,451(10)
James Coyle		2021																12,790(2)		166,910(2)
		2021		17,688(7)		53,067(7)				14.66		11/05/2031
		2021						283,019(8)		14.66		11/05/2031
		2022																20,315(9)		265,111(9)
		2022												60,000(10)		783,000(10)
Srisu Subrahmanyam		2020												1,124(1)		14,668(1)
		2021																16,293(2)		212,624(2)
		2021		8,893(3)		26,681(3)				13.81		03/04/2031
		2021						142,293(4)		13.81		03/04/2031
		2021		13,209(5)		39,629(5)				18.23		06/04/2031
		2021						211,350(6)		18.23		06/04/2031
		2022																24,378(9)		318,133(9)
		2022												60,000(10)		783,000(10)
John Hammer		2020												3,072(1)		40,090(1)
		2021																8,046(2)		105,000(2)
		2022																3,010(9)		39,281(9)
Tom Fisher		2020												1,592(1)		20,776(1)
		2021																3,772(2)		49,225(2)
		2022																1,129(9)		14,733(9)

(1)

The total amounts and values in columns (g) and (h) equal the total number of unvested RSUs granted on February 21, 2020, that vest ratably on each of the first three anniversaries of the grant date during the named executive officer’s continued employment with the Company through each such anniversary (other than as noted below), and the market value of such awards, determined by multiplying the number of unvested RSUs by the market price of the Company’s common stock at the close of the last trading day in 2022, which was $13.05 per share. The total amount in column (h) excludes

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accrued and unpaid cash dividend equivalents in the following amounts: Mr. Kelly – $961; Mr. Loughmiller – $979; Mr. Hallett – $2,775; Mr. Subrahmanyam – $214; Mr. Fisher – $302; and Mr. Hammer – $583. The amounts and values shown for Messrs. Loughmiller, Hammer and Fisher reflect the total numbers of RSUs that each named executive officer retained in connection with the cessation of his employment with the Company. These RSUs will settle in accordance with the original vesting schedule but no longer require the named executive officer’s continued employment with the Company.

(2)

The total amounts and values in columns (i) and (j) equal the total number of unvested PRSUs granted on March 4, 2021 (but for Mr. Coyle, November 5, 2021), that may be earned and vest based on the Company’s Cumulative Operating Adjusted Net Income Per Share performance over a three-year period, at the threshold level, held by each named executive officer and the market value of such awards, determined by multiplying the number of unvested PRSUs, at the threshold level, by the market price of the Company’s common stock at the close of the last trading day in 2022, which was $13.05 per share. In calculating the number of PRSUs and their value, we are required by SEC rules to compare our performance through 2022 under the PRSU grants against the threshold, target and maximum performance levels for the grant and report in these columns the applicable potential share number and payout amount. If the performance is between levels, we are required to report the potential payout at the next highest level. Through December 31, 2022, we were below threshold levels of Cumulative Operating Adjusted Net Income Per Share performance and have accordingly reported the PRSUs at the threshold award level. The amounts and values shown for Messrs. Loughmiller, Hammer and Fisher reflect the total numbers of PRSUs that each named executive officer retained in connection with the cessation of his employment with the Company. These PRSUs may be earned and vest in accordance with the original terms of the award but no longer require the named executive officer’s continued employment with the Company.

(3)

Represents the number of time-based stock options granted on March 4, 2021, which vest and become exercisable in equal installments on each of the first four anniversaries of the grant date during the named executive officer’s continued employment with the Company through each such anniversary (other than as noted below). The number of time-based stock options shown for Mr. Loughmiller were retained by him in connection with the cessation of his employment with the Company. These stock options will become exercisable in accordance with the original vesting schedule but no longer require Mr. Loughmiller’s continued employment with the Company.

(4)

Represents the number of performance-based stock options granted on March 4, 2021, which will become eligible to vest and become exercisable in equal 25% increments, each upon the later of the occurrence of the first four anniversaries of the grant date during the named executive officer’s continued employment with the Company through each such anniversary, respectively, and the attainment and maintenance of the closing price of the Company’s common stock at or above, for each respective 25% increment, $18.81, $23.81, $28.81, and $33.81, for twenty consecutive trading days. The performance-based stock options do not have threshold or maximum payout levels, but instead portions of the performance-based stock option award will vest to the extent that the stock price targets are achieved during the term of the stock option. The number of performance-based stock options shown for Mr. Loughmiller were retained by him in connection with the cessation of his employment with the Company. These stock options will become eligible to vest and become exercisable in accordance with the original terms of the award but no longer require Mr. Loughmiller’s continued employment with the Company.

(5)

Represents the number of time-based stock options granted on June 4, 2021, which vest and become exercisable in equal installments on each of the first four anniversaries of the grant date during the named executive officer’s continued employment with the Company through each such anniversary (other than as noted below). The number of time-based stock options shown for Mr. Loughmiller were retained by him in connection with the cessation of his employment with the Company. These stock options will become exercisable in accordance with the original vesting schedule but no longer require Mr. Loughmiller’s continued employment with the Company.

(6)

Represents the number of performance-based stock options granted on June 4, 2021, which will become eligible to vest and become exercisable in equal 25% increments, each upon the later of the occurrence of the first four anniversaries of the grant date during the named executive officer’s continued employment with the Company through each such anniversary, respectively, and the attainment and maintenance of the closing price of the Company’s common stock at or above, for each respective 25% increment, $23.23, $28.23, $33.23, and $38.23, for twenty consecutive trading days. The performance-based stock options do not have threshold or maximum payout levels, but instead portions of the performance-based stock option award will vest to the extent that the stock price targets are achieved during the term of the stock option. The number of performance-based stock options shown for Mr. Loughmiller were retained by him in connection with the cessation of his employment with the Company. These stock options will become eligible to vest and become exercisable in accordance with the original terms of the award but no longer require Mr. Loughmiller’s continued employment with the Company.

(7)

Represents the number of time-based stock options granted to Mr. Coyle on November 5, 2021, which vest and become exercisable in equal installments on each of the first four anniversaries of the grant date during Mr. Coyle’s continued employment with the Company through each such anniversary.

(8)

Represents the number of performance-based stock options granted to Mr. Coyle on November 5, 2021, which will become eligible to vest and become exercisable in equal 25% increments, each upon the later of the occurrence of the

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first four anniversaries of the grant date during Mr. Coyle’s continued employment with the Company through each such anniversary, respectively, and the attainment and maintenance of the closing price of the Company’s common stock at or above, for each respective 25% increment, $19.66, $24.66, $29.66, and $34.66, for twenty consecutive trading days. The performance-based stock options do not have threshold or maximum payout levels, but instead portions of the performance-based stock option award will vest to the extent that the stock price targets are achieved during the term of the stock option.

(9)

The total amounts and values in columns (i) and (j) equal the total number of unvested PRSUs granted on February 28, 2022, that may be earned and vest based on the Company’s Cumulative Adjusted EBITDA performance over a three-year period, at the threshold level, held by each named executive officer and the market value of such awards, determined by multiplying the number of unvested PRSUs, at the threshold level, by the market price of the Company’s common stock at the close of the last trading day in 2022, which was $13.05 per share. In calculating the number of PRSUs and their value, we are required by SEC rules to compare our performance through 2022 under the PRSU grants against the threshold, target and maximum performance levels for the grant and report in these columns the applicable potential share number and payout amount. If the performance is between levels, we are required to report the potential payout at the next highest level. Through December 31, 2022, we were above threshold levels of Cumulative Adjusted EBITDA performance and have accordingly reported the PRSUs at the target award level. The amounts and values shown for Messrs. Loughmiller, Hammer and Fisher reflect the total numbers of PRSUs that each named executive officer retained in connection with the cessation of his employment with the Company. These PRSUs may be earned and vest in accordance with the original terms of the award but no longer require the named executive officer’s continued employment with the Company.

(10)

The total amounts and values in columns (g) and (h) equal the total number of unvested RSUs granted on December 9, 2022, that vest ratably on May 9, 2023, May 9, 2024, and May 9, 2025, during the named executive officer’s continued employment with the Company through each such date (other than as noted below), and the market value of such awards, determined by multiplying the number of unvested RSUs by the market price of the Company’s common stock at the close of the last trading day in 2022, which was $13.05 per share. The amounts and values shown for Mr. Loughmiller reflects the total numbers of RSUs that he retained in connection with the cessation of his employment with the Company. These RSUs will settle in accordance with the original vesting schedule but no longer require Mr. Loughmiller’s continued employment with the Company.

Because this table shows outstanding equity awards held by our named executive officers as of December 31, 2022, this table does not include the PRSUs granted on February 21, 2020 which were not earned and did not vest as a result of the Company’s Cumulative Operating Adjusted Net Income Per Share not achieving at least threshold level of performance over the three-year measurement period ending on December 31, 2022.

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OPTION EXERCISES AND STOCK VESTED DURING
FISCAL YEAR 2022

		Option Awards		Stock Awards
Name (a)	Security	Number of Shares Acquired on Exercise (#)(b)	Value Realized on Exercise ($)(c)	Number of Shares Acquired on Vesting (#)(d)(1)	Value Realized on Vesting ($)(e)
Peter Kelly	KAR	—	—	21,179	300,141(2)
	IAA	—	—	2,125	73,653
Eric Loughmiller	KAR	—	—	26,281	370,149(2)
	IAA	—	—	2,353	81,555
Jim Hallett	KAR	—	—	71,197	1,005,151(2)
	IAA	—	—	6,6761	231,390
James Coyle	KAR	—	—	—	—
	IAA	—	—	—	—
Srisu Subrahmanyam	KAR	—	—	5,152	74,349(2)
	IAA	—	—	531	18,461
John Hammer	KAR	—	—	20,342	297,479(2)
	IAA	—	—	2,277	79,313
Tom Fisher	KAR	4,940	10,600	7,303	103,498(2)
	IAA	—	—	753	26,099

(1)

This amount includes shares vested with respect to the full amount of the KAR 2019 PRSUs that were converted into RSUs based on KAR’s actual performance in 2019 in connection with the IAA Spin Off, one-third of the KAR 2019 RSUs and IAA 2019 RSUs, and one-third of the 2020 RSUs.

(2)

This amount includes accumulated dividend equivalents paid in cash with respect to the 2019 PRSUs that were converted into RSUs in connection with the IAA Spin-Off and the 2019 and 2020 RSUs.

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POTENTIAL PAYMENTS UPON TERMINATION OR
CHANGE IN CONTROL

The following is a discussion of the treatment of equity-based awards held by our named executive officers and annual cash incentive awards due to our named executive officers upon certain types of employment terminations or the occurrence of a change in control of the Company. For a discussion of our named executive officers’ severance payments and the treatment of their annual cash incentive awards that may become due upon certain types of employment terminations pursuant to their employment agreements, see “Employment Agreements with Named Executive Officers” below.

EQUITY-BASED AWARDS—OMNIBUS PLAN

To the extent a named executive officer’s employment agreement does not provide otherwise, the Omnibus Plan (and the related award agreements thereunder) provide for the following treatment of stock options and other equity ~~securities~~awards issued pursuant to the Omnibus Plan upon the termination of employment scenarios or a change in control, as set forth below. Since December 10, 2009, all grants of stock options and ~~subsequent changes in that ownership with~~other equity awards have been and will be made pursuant to the ~~SEC and~~terms of the ~~NYSE. Based solely on a review of such reports and written representations from the directors and executive officers, the Company believes that all such filing requirements were met during 2015.~~

Omnibus Plan.

Award Type	28	Termination or Change in Control Scenario*
Options		Voluntary Termination or Termination for Cause: If voluntary, vested options remain exercisable for 90 days (or earlier expiration date); if for Cause, all vested and unvested options are cancelled. (For the 2021 option awards, 90 days is specified as the 3 month anniversary.) Termination Without Cause or for Good Reason: Unless otherwise specified in an award agreement, vested options remain exercisable for 90 days (or until earlier expiration date). (For the 2021 option awards, 90 days is specified as the 3 month anniversary.) Death or Disability: Vested options remain exercisable for 1 year (or until earlier expiration date). Unvested options vest in full, with performance awards remaining subject to performance achievement. For the 2021 option awards, performance must be achieved within 1 year of death/disability, with options remaining exercisable for the earlier of 1 year from death/disability and the original expiration date. Retirement: Vested options remain exercisable for 1 year (or until earlier expiration date), except for the 2021 option awards which remain exercisable until the original expiration date. Unvested options are forfeited, except for the 2021 option awards which continue to vest in accordance with the applicable vesting schedule and remain subject to performance requirements. Effect of Change in Control: Single trigger vesting with committee discretion to cash out or substitute with successor awards, except for the 2021 option awards which have double trigger vesting for options assumed or replaced and single trigger vesting for options that are not assumed or replaced, with performance measured at the time of the change in control under each scenario.
2020 PRSUs 2021 PRSUs 2022 PRSUs		Voluntary Termination or Termination for Cause: Automatic forfeiture. Without Cause or for Good Reason: Prorated portion of the PRSUs vest based on the Company’s actual performance during the performance period and the number of full months he was employed during such performance period. Death or Disability: Full vesting of the PRSUs based on the Company’s actual performance during the performance period. Retirement: If attaining age 65 and at least 5 years of service with the Company and its affiliates (“normal retirement”), full vesting of the PRSUs based on the Company’s actual performance during the performance period. If attaining age 55 with at least 10 years of service with the Company and its affiliates (“early retirement”), prorated portion of the PRSUs based on the Company’s actual performance during the performance period and the number of full months worked through the retirement date plus a credit of an additional 12 months. Effect of Change in Control: Double trigger vesting at target performance level for PRSUs that are assumed or replaced; single trigger vesting at the target performance level for PRSUs that are not assumed or replaced.
2020 RSUs 2022 RSUs		Voluntary Termination or Termination for Cause: Forfeiture of any unvested RSUs. Without Cause or for Good Reason: Any unvested RSUs will continue to vest in full as scheduled. Death or Disability: Full, immediate vesting of any unvested RSUs. Retirement: If “normal retirement,” any unvested RSUs will continue to vest in full as scheduled. If “early retirement,” a prorated portion of any unvested RSUs scheduled to vest in the 12 months following the retirement date (but, for the 2022 RSUs, a portion of those scheduled to vest on the next vesting date) will continue to vest as originally scheduled, along with a prorated portion of such RSUs which, for the 2020 RSUs, is based on the number of full months he was employed since the most recent anniversary of the grant date (after giving 12 months vesting credit following the date of retirement), and, for the 2022 RSUs, is based on the number of full months since the most recent of the grant date and a scheduled vesting date. Effect of Change in Control: Double trigger vesting for any RSUs that are assumed or replaced; single trigger vesting for any RSUs that are not assumed or replaced.

~~Table~~

Unless otherwise specified in an award agreement, all unvested equity-based awards under the Omnibus Plan will be forfeited upon a termination of ~~Contents~~employment for any reason (except in the case of disability or death, as described in the Omnibus Plan).

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Unless specified otherwise in a named executive officer’s employment agreement, the termination of a named executive officer’s employment with the Company or any subsidiary shall be deemed to be for “cause” under the Omnibus Plan upon any of the following events: (i) the refusal or neglect of the named executive officer to perform substantially his employment-related duties; (ii) the named executive officer’s personal dishonesty, incompetence, willful misconduct, or breach of fiduciary duty; (iii) the named executive officer’s indictment for, conviction of, or entering a plea of guilty or nolo contendere to a crime constituting a felony or his willful violation of any applicable law (other than certain exceptions set forth in the Omnibus Plan); (iv) the named executive officer’s failure to reasonably cooperate, following a request to do so by the Company, in any internal or governmental investigation of the Company or any subsidiary; (v) any other act or conduct that would constitute cause for the termination of the named executive officer’s employment under applicable law; (vi) the named executive officer’s material breach of any written policies or rules of the Company or its subsidiaries, including any sexual harassment policy; or (v) the named executive officer’s material breach of any written covenant or agreement not to disclose any information pertaining to the Company or a subsidiary or not to compete or interfere with the Company or a subsidiary.

The Omnibus Plan does not provide a default “good reason” definition in the event such term is not specified in a named executive officer’s employment agreement.

ANNUAL CASH INCENTIVE AWARDS—OMNIBUS PLAN

		Termination or Change in Control Scenario
		Death, Disability, Voluntary Termination (with or without Good Reason) or Termination by the Company (for Cause or without Cause): Annual cash incentive awards are treated as described in the executive’s employment agreement with the Company, to the extent applicable. See “Employment Agreements with Named Executive Officers” below for more information. Retirement: Unless otherwise specified in an employment agreement, an executive receives a prorated amount of the incentive award based on actual performance for the performance period. Effect of Change in Control: Unless otherwise determined by the administrator of the Omnibus Plan or as evidenced in an award agreement, pro rata payment based on actual performance, in the administrator’s discretion.

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POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL TABLE

Messrs. Loughmiller, Hallett, Hammer and Fisher’s employment with the Company terminated on December 31, 2022, March 31, 2023, May 9, 2022, and April 7, 2022, respectively, and the table below describes the amounts they actually received in connection with their termination of employment. The amounts in the table below for all other named executive officers are based on employment agreements that were in effect for each named executive officer on December 31, 2022, and assume that the termination and/or change in control, as applicable, was effective as of December 31, 2022, the last business day of the prior fiscal year, and that the respective named executive officers exercised all options and/or received cash in exchange for eligible PRSUs and RSUs at such time. The table is merely an illustrative example of the impact of a hypothetical termination of employment or change in control (except for Messrs. Loughmiller, Hallett, Hammer and Fisher). The amounts that would actually be paid upon a termination of employment can only be determined at the time of such termination, based on the facts and circumstances then prevailing.

Named Executive Officer and Triggering Event	Cash Severance	Non-Equity Incentive Pay(1)	Options(2)	PRSUs(3)	RSUs(4)	Life Insurance(5)	Total
Peter Kelly
• Death	$40,075(8)	$216,024	—	$4,245,191	$2,023,494	$800,000	$7,324,784
• Disability(6)	$40,075(8)	$216,024	—	$4,245,191	$2,023,494	—	$6,524,784
• Retirement(7)	—	—	—	—	—	—	—
• Voluntary / for Cause	—	—	—	—	—	—	—
• Termination w/o Cause or for Good Reason	$3,506,287(9)	$216,024	—	$1,887,548	$2,023,494	—	$7,633,353
• CIC (single trigger)	—	$216,024	—	—	—	—	$216,024
• Termination after CIC (double trigger)	$3,506,287(10)	$216,024	—	$4,245,191	$2,023,494	—	$9,990,996
Eric Loughmiller
• Retirement	—	$123,750	$127,337	$973,682	$1,332,366	—	$2,557,135
Jim Hallett
• Retirement	—	—	$377,144	$2,164,573	$1,984,859	—	$4,526,576
James Coyle
• Death	$40,075(8)	—	—	$598,930	$783,000	$800,000	$2,222,005
• Disability(6)	$40,075(8)	—	—	$598,930	$783,000	—	$1,422,005
• Retirement(7)	—	—	—	—	—	—	—
• Voluntary / for Cause	—	—	—	—	—	—	—
• Termination w/o Cause or for Good Reason	$1,540,075(9)	—	—	$310,916	$783,000	—	$2,633,991
• CIC (single trigger)	—	—	—	—	—	—	—
• Termination after CIC (double trigger)	$2,040,075(10)	—	—	$598,930	$783,000	—	$3,422,005
Srisu Subrahmanyam
• Death	$39,430(8)	$104,435	—	$743,380	$797,668	$800,000	$2,484,913
• Disability(6)	$39,430(8)	$104,435	—	$743,380	$797,668	—	$1,684,913
• Retirement(7)	—	—	—	—	—	—	—
• Voluntary / for Cause	—	—	—	—	—	—	—
• Termination w/o Cause or for Good Reason	$1,437,660(9)	$104,435	—	$389,543	$797,668	—	$2,729,306
• CIC (single trigger)	—	$104,435	—	—	—	—	$104,435
• Termination after CIC (double trigger)	$1,903,736(10)	$104,435	—	$743,380	$797,668	—	$3,549,219
John Hammer
• Termination w/o Cause	$1,911,890(9)	—	—	$247,933	$39,875	—	$2,199,698
Tom Fisher
• Termination for Good Reason	$1,387,206(9)	$26,630	$20,056	$154,969	$28,449	—	$1,617,310

(1)

Except for Messrs. Loughmiller, Hammer and Fisher (for whom amounts reflect the value actually received upon termination), the amounts reported are equal to the full amount of the named executive officer’s 2022 annual bonus (a December 31, 2022 termination results in a 100% payout, whereas a termination on any other date would result in a prorated amount to the extent applicable).

(2)

Except for Messrs. Hallett, Hammer and Fisher, the amounts reported assume a KAR common stock price of $13.05, which was the closing price on December 31, 2022. The amounts reported reflect the intrinsic (“in-the-money”) value of shares underlying time-based options, calculated as the difference between $13.05 and the exercise price of such options. The amounts disclosed in this column do not include the value of the performance-based option awards granted in 2021 because the performance conditions which are satisfied upon the attainment and maintenance of the Company’s stock price at or above a certain level above the exercise price of the options, had not been satisfied based on the assumption of a KAR common stock price of $13.05, which was the closing price on December 31, 2022. In the event of a termination of a

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named executive officer’s employment due to death or disability, the performance-based options will remain eligible to attain the performance conditions for one year following such termination of employment. In the event of a named executive officer’s retirement (if eligible), the performance-based options will continue to vest in accordance with the applicable vesting schedule and remain subject to performance requirements. For Messrs. Loughmiller Hallett, Hammer and Fisher, the amounts shown reflect the value actually received upon termination and assume a KAR common stock price of $13.05, $13.68, $12.98, and $17.87, respectively, which was the closing price of KAR common stock on the day of his cessation of employment with the Company. Messrs. Hammer and Fisher forfeited unvested stock options upon termination. Messrs. Loughmiller and Hallett were retirement-eligible and therefore the time-based and performance-based options will continue to vest in accordance with the applicable vesting schedule, and the performance-based options will remain subject to performance requirements.

(3)

Except for Messrs. Hallett, Hammer and Fisher, the amounts reported assume a KAR common stock price of $13.05, which was the closing price on December 31, 2022. In the event that a named executive officer terminates employment as a result of the named executive officer’s death, Disability, Retirement, Normal Retirement or Early Retirement (if eligible) (each as defined in the Omnibus Plan except for Normal Retirement and Early Retirement which are defined in the applicable award agreements) prior to a Change in Control (as defined in the Omnibus Plan) and as of December 31, 2022, each of the named executive officers would be entitled to, (i) immediate vesting of all of the 2021 and 2022 PRSUs in the case of death or Disability, or continued vesting of all of the 2021 and 2022 PRSUs on the case of Normal Retirement (if eligible) or all of the 2021 PRSUs and 24/36ths of the 2022 PRSUs in the case of Early Retirement (if eligible), in each case based on actual performance of the 2021 and 2022 PRSUs. In the event that a named executive officer is terminated without Cause or resigns for Good Reason (each as defined in the applicable employment agreement) prior to a Change in Control and as of December 31, 2022, the named executive officer would be entitled to continued vesting of 24/36ths of the 2021 PRSUs and 12/36ths of the 2022 PRSUs, based on actual performance. With respect to the events described above, the amounts disclosed in the table for the 2021 and 2022 PRSUs assume performance at the target level. The 2020 PRSUs are not disclosed in the table because the 2020 PRSUs were not earned and did not vest as a result of the Company’s Cumulative Operating Adjusted Net Income Per Share not achieving at least threshold level of performance over the three-year measurement period ending on December 31, 2022.

If a Change in Control occurs prior to the termination of such named executive officer’s employment, assuming a Change in Control date of December 31, 2022, he would be entitled to receive immediate vesting of the target number of 2021 and 2022 PRSUs as of his termination date, without proration, with respect to any such awards that are not assumed or replaced in the Change in Control, each as of the Change in Control date. If awards are assumed or replaced in the Change in Control, and such named executive officer’s employment is terminated following the Change in Control as a result of a termination without Cause or a resignation for Good Reason, assuming a Change in Control date of December 31, 2022, he would be entitled to receive immediate vesting of the target number of 2021 and 2022 PRSUs, without proration, as of his termination date. With respect to a Change in Control, the amounts disclosed in the “CIC (single trigger)” rows in the table assume that the awards are assumed or replaced in the Change in Control.

For Messrs Loughmiller, Hallett, Hammer and Fisher the amounts shown reflect the value actually received upon termination. For Messrs. Hallett, Hammer and Fisher, the amounts reported assume a KAR common stock price of $13.68, $12.98, and $17.87, respectively, which was the closing price of KAR common stock on the day of his cessation of employment with the Company. Messrs. Hammer and Fisher were entitled to continued vesting of a prorated portion of the 2021 and 2022 PRSUs, based on actual performance and the number of full months worked during such performance period. Mr. Loughmiller was entitled to a prorated portion of the 2021 and 2022 PRSUs based on the Company’s actual performance during the performance period and the number of full months worked through the retirement date plus a credit of an additional 12 months. Mr. Hallett was entitled to full continued vesting of the 2021 and 2022 PRSUs based on the Company’s actual performance during the performance period.

(4)

Except for Messrs. Hallett, Hammer and Fisher, the amounts reported assume a KAR common stock price of $13.05, which was the closing price on December 31, 2022. In the event a named executive officer’s employment is terminated as a result of a termination for Cause or a voluntary termination prior to a Change in Control and as of December 31, 2022, he would forfeit the unvested portion of his RSUs. In the event a named executive officer’s employment is terminated as a result of a termination without Cause or a resignation for Good Reason prior to a Change in Control and as of December 31, 2022, he would receive continued vesting of his unvested 2020 and 2022 RSUs. In the event a named executive officer’s employment is terminated due to his death or Disability prior to a Change in Control and as of December 31, 2022, he would be entitled to receive immediate vesting of the unvested portion of his RSUs. In the event that a named executive officer terminates employment prior to a Change in Control due to his Normal Retirement or Early Retirement (if eligible), he would be entitled to receive (i) if due to Early Retirement, continued vesting of the unvested portion of his 2020 RSUs that are scheduled to vest in the 12 months following the retirement date plus a prorated portion of such RSUs based on the number of full months he was employed since the most recent anniversary of the grant date (after giving 12 months vesting credit following the retirement date) and, for the 2022 RSUs, continued vesting of the unvested portion of his 2022 RSUs that are scheduled to vest on the next scheduled vesting date and a prorated amount scheduled to vest on the next vesting date being equal to the total number of unvested RSUs that would have vested on the

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next scheduled vesting date multiplied by a fraction, the numerator of which is the number of full calendar months since the most recent of the grant date or scheduled vesting date, and the denominator of which is 12, and (ii) if due to Normal Retirement, continued full vesting of the 2020 and 2022 RSUs.

If a Change in Control occurs prior to the termination of such named executive officer’s employment, assuming a Change in Control date of December 31, 2022, he would be entitled to receive immediate vesting of any RSU awards that are not assumed or replaced in the Change in Control, each as of the Change in Control date. If such named executive officer’s employment is terminated following a Change in Control as a result of a termination without Cause or a resignation for Good Reason, assuming a Change in Control date of December 31, 2022, he would be entitled to receive immediate vesting of any RSU awards that are assumed or replaced in the Change in Control, as of his termination date. With respect to a Change in Control, the amounts disclosed in the “CIC (single trigger)” rows in the table assume that the RSUs are assumed or replaced in the Change in Control.

For Messrs. Loughmiller, Hallett, Hammer and Fisher, the amounts shown reflect the value actually received upon termination and assume a KAR common stock price of $13.05, $13.68, $12.98, and $17.87, respectively, which was the closing price of KAR common stock on the day of his cessation of employment with the Company. Messrs. Hammer and Fisher were entitled to continued vesting of the 2020 RSUs. Mr. Loughmiller was entitled to continued vesting of the 2020 and 2022 RSUs. Mr. Hallett was entitled to continued vesting of the 2022 RSUs (the 2020 RSUs had previously vested as scheduled).

(5)

Under the Group Term Life Policy, a named executive officer’s designated beneficiary is entitled to a payment in an amount equal to two times his annual salary, not exceeding $800,000.

(6)

Long-term disability is a Company-paid benefit for all employees and therefore is not included in this table. The long-term disability benefit is only paid after six months on short-term disability and is 66.67% of base pay capped at $15,000 per month.

(7)

Messrs. Kelly, Coyle and Subrahmanyam had not satisfied any of the Retirement, Normal Retirement or Early Retirement requirements under the applicable award agreements under the Omnibus Plan as of December 31, 2022, and thus, they would not have been entitled to accelerated or continued vesting of their equity or a prorated payout of their annual bonuses for a “retirement” as of such date.

(8)

Under the terms of the employment agreements for each named executive officer, he (or his estate) would be entitled to COBRA premium payments for 18 months in the event of his death or Disability.

(9)

These amounts are equal to (i) for Mr. Kelly, (a) two times the sum of Mr. Kelly’s current annual base salary ($773,000) and his 2022 target bonus amount, and (b) COBRA premium payments for 18 months; (ii) for Messrs. Coyle, Subrahmanyam and Fisher, (a) one and a half times the sum of his current annual base salary ($500,000 for Mr. Coyle, $468,000 for Mr. Subrahmanyam, and $450,000 for Mr. Fisher) and his 2022 target bonus amount, and (b) COBRA premium payments for 18 months. For Mr. Fisher, this amount also includes $9,212 in accrued but unpaid vacation. For Mr. Hammer, this amount includes $1,716,000 that Mr. Hammer received in connection with his separation from the Company upon the closing of the ADESA Sale and $195,890 in connection with the Company being obligated to pay a prorated portion of the outstanding annual cash bonus opportunities to transferring employees upon closing the ADESA Sale.

(10)

These amounts are equal to two times the sum of the named executive officer’s current annual base salary ($773,000 for Mr. Kelly, $500,000 for Mr. Coyle and $468,000 for Mr. Subrahmanyam) and his 2022 target bonus amount, and COBRA premium payments for 18 months.

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EMPLOYMENT AGREEMENTS WITH NAMED EXECUTIVE OFFICERS

Each of our named executive officers has an employment agreement with the Company. A summary of each of the agreements is provided below.

Named Executive Officers (other than Mr. Hallett)

The Company has entered into substantially similar employment agreements with Messrs. Kelly, Loughmiller, Coyle, Subrahmanyam, Hammer and Fisher (each, an “Executive”) providing for their at-will employment and the severance and change of control payments described below. Messrs. Loughmiller, Hammer and Fisher’s employment terminated on December 31, 2022, May 9, 2022, and April 7, 2022, respectively. Mr. Hammer’s employment agreement was assigned to Carvana in connection with the ADESA Sale.

Termination Due to Death or Disability. If an Executive terminates his employment due to death or disability, the Company will be obligated to pay him (or his legal representatives) an amount equal to the sum of (i) any earned but unpaid base salary; (ii) accrued but unpaid vacation earned through the date of termination; (iii) unreimbursed business expenses; and (iv) any vested employee benefits. The aggregate of the foregoing is referred to as the “Accrued Obligations.” In addition, the executive or his estate/beneficiaries would be entitled to receive (i) COBRA premium payments for 18 months or until the executive becomes eligible for coverage under another employer’s health plan, if the executive is participating in the Company’s health plans on the date of such termination of employment (the “Continued Benefits”); (ii) the prorated portion of his annual bonus for the calendar year in which such termination of employment occurred, calculated based on the executive’s actual performance and based on the number of days the executive was employed by the Company during such calendar year (the “Pro Rata Bonus”); and (iii) a payment equal to the amount of any annual bonus which has been earned in a prior year but which has not yet been paid to the executive (the “Earned but Unpaid Bonus”).

For purposes of their employment agreements, “disability” means a “Total Disability” (or equivalent) as defined in the Company’s long term disability plan in effect at the time of the disability.

Voluntary Termination or Termination for Cause. If an Executive voluntarily terminates his employment or if the Company terminates the Executive’s employment for Cause, the Company’s sole obligation will be to pay him the Accrued Obligations. For purposes of their employment agreements, “Cause” means the (i) executive’s willful, continued and uncured failure to perform substantially their duties under the agreement (other than any such failure resulting from incapacity due to medically documented illness or injury) for a period of 14 days following written notice by the Company to the executive of such failure; (ii) executive engaging in illegal conduct or gross misconduct that is demonstrably likely to lead to material injury to the Company, monetarily or otherwise; (iii) executive’s indictment or conviction of, or plea of nolo contendere to, a crime constituting a felony or any other crime involving moral turpitude; (iv) executive’s material breach of the Company’s code of business conduct and ethics; or (v) executive’s violation of the restrictive covenants under the agreement or any other covenants owed to the Company by executive.

Termination Without Cause or Resignation for Good Reason. In the event an Executive is terminated by the Company without Cause or he resigns for Good Reason, the Executive would be entitled to receive, subject to the execution and non-revocation of a release of claims, (i) a lump sum cash payment equal to the sum of one and a half times (except for Mr. Kelly, two times) his annual base salary plus target annual bonus for the year in which such termination of employment occurs; (ii) the Continued Benefits; (iii) the Pro Rata Bonus; and (iv) the Earned but Unpaid Bonus. For purposes of their employment agreements, “Good Reason” means (i) any material reduction of the executive’s authority, duties and responsibilities; (ii) any material failure by the Company to comply with any of the terms and conditions of the agreement; (iii) any failure to timely pay or provide the executive’s base salary, or any reduction in the executive’s base salary, excluding any base salary reduction made in connection with across the board salary reductions; (iv) the requirement by the Company that the executive relocate his principal business location to a location more than 50 miles from the executive’s principal base of operation as of the effective date of the agreement; or (v) a Change of Control occurs and, if applicable, the Company fails to cause its successor (whether by purchase, merger, consolidation or otherwise) to assume or reaffirm the Company’s obligations under the agreement without change. For purposes of the foregoing, “Change of Control” has the same meaning as the term “Change in Control” under the Omnibus Plan.


~~AMENDMENT AND RESTATEMENT OF AMENDED AND~~ ~~RESTATED CERTIFICATE OF INCORPORATION:~~ ~~PROPOSAL NO. 2~~			59

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Change In Control Termination. In the event an Executive is terminated by the Company without Cause or such executive resigns for Good Reason, as described above, and such termination occurs within two years of a Change of Control (as defined under the Omnibus Plan), the executive would be entitled to receive, subject to the execution and non-revocation of a release of claims, (i) a lump sum cash payment equal to the sum of two times his annual base salary plus target annual bonus for the year in which such termination of employment occurs; (ii) the Continued Benefits; (iii) the Pro Rata Bonus; and (iv) the Earned but Unpaid Bonus.

Requirements With Respect to Non-Competition and Non-Solicitation. Upon a termination of employment for any reason, an Executive is subject to the following one year post-termination restrictive covenants: (i) non-competition restrictions; and (ii) non-solicitation of Company employees and customers.

Jim Hallett

In connection with Mr. Hallett stepping down as Chief Executive Officer on April 1, 2021, the Company and Mr. Hallett entered into a new employment agreement to reflect Mr. Hallett’s new role as Executive Chairman, effective April 1, 2021, providing for the severance and change of control payments set forth below. Mr. Hallett’s employment agreement ended on March 31, 2023 in accordance with its terms.

Termination Due to Death or Disability. If Mr. Hallett terminated his employment due to death or disability, the Company would be obligated to pay to Mr. Hallett (or his legal representatives) an amount equal to the sum of (i) any earned but unpaid base salary; (ii) accrued but unpaid vacation earned through the date of termination; (iii) unreimbursed business expenses; and (iv) any vested employee benefits. The aggregate of the foregoing is referred to as the “Accrued Obligations.” In addition, Mr. Hallett or his estate/beneficiaries would be entitled to receive (i) COBRA premium payments for 18 months or until Mr. Hallett becomes eligible for coverage under another employer’s health plan, if Mr. Hallett is participating in the Company’s health plans on the date of such termination of employment (the “Continued Benefits”); (ii) the prorated portion of his annual bonus for the calendar year in which such termination of employment occurred, calculated based on Mr. Hallett’s actual performance and based on the number of days Mr. Hallett was employed by the Company during such calendar year (the “Pro Rata Bonus”); and (iii) a payment equal to the amount of any annual bonus which has been earned in a prior year but which has not yet been paid to Mr. Hallett (the “Earned but Unpaid Bonus”).

For purposes of his employment agreement, “disability” means a “Total Disability” (or equivalent) as defined in the Company’s long term disability plan in effect at the time of the disability.

Voluntary Termination or Termination for Cause. If Mr. Hallett voluntarily terminated his employment or if the Company terminated his employment for Cause, the Company’s sole obligation would be to pay him the Accrued Obligations. For purposes of his employment agreement, “Cause” means the (i) Mr. Hallett’s willful, continued and uncured failure to perform substantially his duties under the agreement (other than any such failure resulting from incapacity due to medically documented illness or injury) for a period of 14 days following written notice by the Company to Mr. Hallett of such failure; (ii) Mr. Hallett engaging in illegal conduct or gross misconduct that is demonstrably likely to lead to material injury to the Company, monetarily or otherwise; (iii) Mr. Hallett’s indictment or conviction of, or plea of nolo contendere to, a crime constituting a felony or any other crime involving moral turpitude; (iv) Mr. Hallett’s material breach of the Company’s code of business conduct and ethics; or (v) Mr. Hallett’s violation of the restrictive covenants under the agreement or any other covenants owed to the Company by Mr. Hallett.

Termination Without Cause or Resignation for Good Reason. In the event Mr. Hallett was terminated by the Company without Cause or Mr. Hallett resigned for Good Reason, Mr. Hallett would be entitled to receive, subject to the execution and non-revocation of a release of claims, (i) a lump sum cash payment equal to the sum of two and a half times his annual base salary plus target annual bonus for the year in which such termination of employment occurs; (ii) the Continued Benefits; (iii) the Pro Rata Bonus; and (iv) the Earned but Unpaid Bonus. For purposes of his employment agreement, “Good Reason” means (i) any material reduction of Mr. Hallett’s authority, duties and responsibilities; (ii) any material failure by the Company to comply with any of the terms and conditions of the agreement; (iii) any failure to timely pay or provide Mr. Hallett’s base salary, or any reduction in Mr. Hallett’s base salary, excluding any base salary reduction made in connection with across the board salary reductions; (iv) the requirement by the Company that Mr. Hallett relocate his principal business location to a location more than 50 miles from Mr. Hallett’s principal base of operation as of the effective date of the agreement; or (v) a Change


~~PROPOSAL~~			60

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of Control occurs and, if applicable, the Company fails to cause its successor (whether by purchase, merger, consolidation or otherwise) to assume or reaffirm the Company’s obligations under the agreement without change. For purposes of the foregoing, “Change of Control” has the same meaning as the term “Change in Control” under the Omnibus Plan.

Requirements With Respect to Non-Competition and Non-Solicitation. Upon a termination of employment for any reason, Mr. Hallett is subject to the following one year post-termination restrictive covenants: (i) non-competition restrictions; and (ii) non-solicitation of Company employees and customers.

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CEO PAY RATIO

Summary

For the 2022 fiscal year, the ratio of the annual total compensation of Mr. Kelly, our Chief Executive Officer (“CEO Compensation”), to the median of the annual total compensation of all of our employees and those of our consolidated subsidiaries other than Mr. Kelly (“Median Annual Compensation”) was 117 to 1.

This ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K using the data and assumptions described below. The assumptions used in the calculation of our estimated pay ratio are specific to our company and our employee population; therefore, our pay ratio may not be comparable to the pay ratios of other companies, including the companies in our proxy comparator group.

In this summary, we refer to the employee who received the Median Annual Compensation as the “Median Employee.” For purposes of this summary, Median Annual Compensation was $60,010, and was calculated by totaling for our Median Employee all applicable elements of compensation for the 2022 fiscal year in accordance with Item 402(c)(2)(x) of Regulation S-K. For purposes of this summary, CEO Compensation was $7,028,222. CEO Compensation for purposes of this disclosure represents the total compensation reported for Mr. Kelly in the “Summary Compensation Table for 2022” for the 2022 fiscal year.

Methodology

In 2022, we completed the ADESA Sale, which caused a significant change in our employee population from that employed for our 2020 pay ratio calculation, which we utilized again in 2021. Given this impact, we have re-identified the Median Employee for 2022.

To identify the Median Employee, we first determined our employee population as of December 31, 2022 (the “Determination Date”). We had 4,584 employees (other than our CEO, Mr. Kelly), representing all full-time, part-time, seasonal and temporary employees of us and our consolidated subsidiaries as of the Determination Date. This number did not include any independent contractors or “leased” workers, as permitted by the applicable SEC rules. As permitted under the de minimis exemption to Item 402(u) of Regulation S-K, we chose to exclude 221 employees in the following countries in identifying our Median Employee, which together comprised less than 5% of our total employee population: France (4); Germany (35); Italy (27); Mexico (10), and the Philippines (145).

We then measured compensation for the period beginning on January 1, 2022 and ending on December 31, 2022 for 4,363 employees (after the permitted exclusions noted above). This compensation measurement was first calculated by totaling base salary (for salaried employees) and wages (for hourly employees) for each employee, and converting international currencies into U.S. dollars. We annualized the total compensation for the portion of our permanent employee workforce (full-time and part-time) which worked for less than the full fiscal year due to commencing employment after the beginning of the fiscal year.

We identified the Median Employee, who was located in the U.S. We then calculated gross wages reported on Form W-2 which included cash compensation, including regular pay (wages and salary), all variants of overtime (if eligible), and all variants of bonus payments actually paid (if any).

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PAY VERSUS PERFORMANCE

The following tables and related disclosures provide information about (i) the total compensation of our principal executive officer (“PEO”) and our non-PEO named executive officers (collectively, the “Non-PEO NEOs”) as presented in the Summary Compensation Table on page 47, (ii) the “compensation actually paid” (“CAP”) to our PEO and Non-PEO NEOs, as calculated pursuant to Item 402(v) of Regulation S-K (“Item 402(v)”), (iii) certain financial performance measures, and (iv) the relationship of the CAP to those financial performance measures.

CAP, as determined under SEC rules, does not reflect the actual amount of compensation earned by or paid to our named executive officers during a covered year or the way in which the Compensation Committee views compensation decisions. The Compensation Committee did not consider the pay-versus-performance disclosure below in making its pay decisions for any of the years shown. For further information on our pay-for-performance philosophy and how our executive compensation aligns with the Company’s performance, refer to “Compensation Discussion and Analysis” beginning on page 27.

Pay Versus Performance Table

Year	Summary Compensation Table Total for First PEO ($)(1)(2)	Summary Compensation Table Total for Second PEO ($)(1)(2)	Compensation Actually Paid to First PEO ($)(1)(3)	Compensation Actually Paid to Second PEO ($)(1)(3)	Average Summary Compensation Table Total for Non-PEO NEOs ($)(1)(4)	Average Compensation Actually Paid to Non-PEO NEOs ($)(1)(5)	Value of Initial Fixed $100 Investment Based On:		Net Income ($ Millions)(8)	Adjusted EBITDA ($ Millions)(9)
Year	Summary Compensation Table Total for First PEO ($)(1)(2)	Summary Compensation Table Total for Second PEO ($)(1)(2)	Compensation Actually Paid to First PEO ($)(1)(3)	Compensation Actually Paid to Second PEO ($)(1)(3)			Total Shareholder Return ($)(6)	Peer Group Total Shareholder Return ($)(7)	Net Income ($ Millions)(8)	Adjusted EBITDA ($ Millions)(9)
2022	—	7,028,222	—	3,969,021	2,658,920	678,130	61	118	241.2	231.2
2021	4,791,562	8,477,933	3,283,034	10,085,548	2,645,862	2,741,683	73	141	66.5	434.2
2020	5,847,463	—	7,717,959	—	1,963,108	2,365,166	87	111	0.5	375.3

(1)

James P. Hallett was our PEO in 2020 (First PEO). In 2021, Peter J. Kelly became our PEO effective April 1, 2021 (Second PEO), and Mr. Hallett stepped down from the PEO role on March 31, 2021. Mr. Kelly was our PEO in 2022. The Non-PEO NEOs included in these columns reflect the following:

•

2022: Eric M. Loughmiller; James P. Hallett; James P. Coyle; Sriram Subrahmanyam; John C. Hammer; and Thomas J. Fisher.

•

2021: Eric M. Loughmiller; John C. Hammer; Justin Davis; and James P. Coyle.

•

2020: Eric M. Loughmiller; Peter J. Kelly; John C. Hammer; and Thomas J. Fisher.

(2)

Amounts reflect the total compensation for our PEOs, as reported in the Summary Compensation Table for the applicable fiscal year.

(3)

Amounts reflect the CAP to our PEOs, as computed in accordance with Item 402(v). Equity values are calculated in accordance with FASB ASC Topic 718, and the valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. As provided in Item 402(v), the adjustments in the table below were made to each of our PEOs’ total compensation reported in the Summary Compensation Table for each year to determine the compensation actually paid to our PEOs for purposes of this disclosure.

Summary Compensation Table (“SCT”) Total for PEOs	First PEO – Mr. Hallett			Second PEO – Mr. Kelly
Summary Compensation Table (“SCT”) Total for PEOs	2022	2021	2020	2022	2021	2020
SCT Total	—	$4,791,562	$5,847,463	$7,028,222	$8,477,933	—
Adjustments for stock awards and option awards
(Deduct): Aggregate value for stock awards and option awards included in SCT Total for the covered fiscal year	—	($3,750,017)	($3,900,024)	($6,005,505)	($7,500,004)	—
Add: Fair value at year end of awards granted during the covered fiscal year that were outstanding and unvested at the covered fiscal year end	—	$5,880,862	$3,283,850	$4,785,239	$10,154,053	—
Add (Deduct): Year-over-year change in fair value at covered fiscal year end of awards granted in any prior fiscal year that were outstanding and unvested at the covered fiscal year end	—	($1,775,630)	$2,233,527	($1,216,563)	($567,259)	—
Add: Vesting date fair value of awards granted and vested during the covered fiscal year	—	—	$27,281	—	—	—
Add (Deduct): Change as of the vesting date (from the end of the prior fiscal year) in fair value of awards granted in any prior fiscal year for which vesting conditions were satisfied during the covered fiscal year	—	($1,863,742)	$61,799	$102,647	($479,175)	—
(Deduct): Fair value at end of prior fiscal year of awards granted in any prior fiscal year that failed to meet the applicable vesting conditions during the covered fiscal year	—	—	—	($725,020)	—	—
Add: Dividends or other earnings paid on awards in the covered fiscal year prior to vesting if not otherwise included in the SCT Total for the covered fiscal year	—	—	$164,063	—	—	—
CAP Amounts (as calculated)	—	$3,283,034	$7,717,959	$3,969,021	$10,085,548	—

(4)

Amounts reflect the average compensation for our non-PEO NEOs, as reported in the Summary Compensation Table for the applicable fiscal year.

(5)

Amounts reflect the average CAP to our Non-PEO NEOs, as computed in accordance with Item 402(v). Equity values are calculated in accordance with FASB ASC

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Topic 718, and the valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. As provided in Item 402(v), the adjustments in the table below were made to average the Non-PEO NEO’s total compensation reported in the Summary Compensation Table for each year to determine the average compensation actually paid to Non-PEO NEOs for purposes of this disclosure.

Summary Compensation Table (“SCT”) Total for Non-PEO NEOs	2022	2021	2020
SCT Total	$2,658,920	$2,645,862	$1,963,108
Adjustments for stock awards and option awards
(Deduct): Aggregate value for stock awards and option awards included in SCT Total for the covered fiscal year	($1,409,909)	($2,171,882)	($992,523)
Add: Fair value at year end of awards granted during the covered fiscal year that were outstanding and unvested at the covered fiscal year end	$1,122,288	$2,850,802	$841,142
Add (Deduct): Year-over-year change in fair value at covered fiscal year end of awards granted in any prior fiscal year that were outstanding and unvested at the covered fiscal year end	($328,936)	($288,831)	$548,649
Add: Vesting date fair value of awards granted and vested during the covered fiscal year	$17,368	—	$1,472
Add (Deduct): Change as of the vesting date (from the end of the prior fiscal year) in fair value of awards granted in any prior fiscal year for which vesting conditions were satisfied during the covered fiscal year	$15,568	($294,268)	($29,671)
(Deduct): Fair value at end of prior fiscal year of awards granted in any prior fiscal year that failed to meet the applicable vesting conditions during the covered fiscal year	($1,397,170)	—	—
Add: Dividends or other earnings paid on awards in the covered fiscal year prior to vesting if not otherwise included in the SCT Total for the covered fiscal year	—	—	$32,991
CAP Amounts (as calculated)	$678,130	$2,741,683	$2,365,166

(6)

The amounts in this column assume the investment of $100 on December 31, 2019 in the Company’s common stock and reinvestment of all dividends since that date.

(7)

The amounts in this column assume the investment of $100 on December 31, 2019 in the S&P SmallCap 600 Index, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report on Form 10-K for the year ended December 31, 2022.

(8)

Amounts reflect the Company’s net income as reported in the Company’s audited financial statements for the applicable year.

(9)

Adjusted EBITDA (a non-GAAP measure), as defined on page 36, was selected as the 2022 “Company-Selected Measure” as defined in Item 402(v).

Financial Performance Measures

In accordance with Item 402(v) requirements, we are providing the following unranked list of the financial performance measures that the Company considers to have been most important in linking the CAP to the PEO and Non-PEO NEOs in 2022 as set forth in the table above and Company performance:

•

Adjusted EBITDA

•

Operating Adjusted Net Income Per Share

•

Stock Price

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Relationship Between CAP and Performance

The following charts set forth the relationship between our PEO’s and Non-PEO NEOs’ CAP to (i) our TSR and S&P SmallCap 600 Index TSR, (ii) our net income, and (iii) our Adjusted EBITDA, over the three-year period from 2020 through 2022, each as set forth in the table above.*

CAP vs. TSR

CAP vs. Net Income

CAP vs. Adjusted EBITDA

PEO CAP for 2021 reflects the aggregate average 2021 CAP for Messrs. Kelly and Hallett, who each served as a PEO during a portion of 2021.

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PROPOSAL

In addition to the advisory vote to approve executive compensation, Section 14A of the Exchange Act and related SEC rules require that we provide stockholders the opportunity to vote, on a non-binding, advisory basis, as to how frequently we should hold future non-binding, advisory votes to approve executive compensation. SEC rules provide that, at least once every six years, stockholders must have an opportunity to indicate whether they would prefer that we hold future advisory votes on executive compensation every year, once every two years, or once every three years.

When this advisory vote was last held in 2017, stockholders indicated a preference to hold the advisory vote to approve executive compensation annually and the Board implemented this standard. The Board continues to believe that an annual advisory vote to approve executive compensation is the most appropriate for our stockholders and the Company at this time, as an annual “Say on Pay” vote enables stockholders to provide frequent input regarding the Company’s compensation philosophy, policies and practices.

Stockholders may cast their advisory vote to hold future advisory votes to approve executive compensation every year, every two years, every three years, or abstain from voting. The Board recommends that you vote in favor of holding an advisory vote to approve named executive officer compensation every year.

This vote is advisory and will not be binding on the Company or the Board. The Board will take the outcome of the vote into consideration when determining the frequency of future advisory votes on named executive officer compensation.

The Board of Directors recommends that you vote FOR holding future advisory votes to approve executive compensation “EVERY YEAR.”

Proxies solicited by the Board of Directors ~~has approved an amendment and restatement of our Amended and Restated Certificate of Incorporation to provide that the Company's~~will be voted FOR “EVERY YEAR” unless stockholders ~~may remove any director from office, with or without cause, and other ministerial changes. The full text of the proposed Second Amended and Restated Certificate of Incorporation is included asAnnex I~~ ~~hereto and has been marked to show changes from the current Amended and Restated Certificate of Incorporation.~~

~~Removal of Directors With or Without Cause~~

Article Fifth, Section (d) of the Company's Amended and Restated Certificate of Incorporation currently provides that the Company's stockholders may remove directors from office only for cause. The Delaware General Corporation Law, as applicable to corporations withoutspecify a classified Board of Directors, requires that stockholders be afforded the right to remove directors from office with or without cause. The proposed amendment to the Company's Amended and Restated Certificate of Incorporation is intended to conform the Company's Amended and Restated Certificate of Incorporation to the requirements of Delaware law.

~~Ministerial Changes~~

The Company's Amended and Restated Certificate of Incorporation contains a number of references to the Company's former private equity sponsors and a completed stock split that are no longer applicable to the Company. The Second Amended and Restated Certificate of Incorporation will delete these erroneous references and include the re-numbering and lettering of remaining provisions. We do not believe that any of these ministerial changes would materially affect the rights or preferences of our stockholders. We believe that these changes are advisable in order to simplify the Amended and Restated Certificate of Incorporation for our stockholders, directors, officers, employees, agents and advisors.

contrary vote.

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~~RATIFICATION OF INDEPENDENT REGISTERED~~ ~~PUBLIC ACCOUNTING FIRM:~~ ~~PROPOSAL NO. 3~~


PROPOSAL

The Audit Committee has appointed KPMG LLP ~~("KPMG"~~(“KPMG”) to serve as the ~~Company's~~Company’s independent registered public accounting firm for its fiscal year ending December 31, ~~2016.~~2023. The Audit Committee and the Board ~~of Directors~~ seek to have the stockholders ratify the Audit ~~Committee's~~Committee’s appointment of KPMG, which has served as the ~~Company's~~Company’s independent registered public accounting firm since ~~2006.~~ 2007.

Although the Company is not required to seek stockholder approval of this appointment, the Board ~~of Directors~~ believes it ~~to be~~is sound corporate governance to do so. If the appointment of KPMG is not ratified by the stockholders, the Audit Committee will consider the vote of the ~~Company's~~Company’s stockholders and may appoint another independent registered public accounting firm or may decide to maintain its appointment of KPMG. Ratification of the appointment of our independent registered public accounting firm requires the affirmative vote of ~~the~~a majority of the shares present ~~in person or represented by proxy at the annual meeting~~ and entitled to ~~vote.~~

vote at the 2023 annual meeting.

Representatives of KPMG will be present at the 2023 annual meeting and will have the opportunity to make a statement, if they desire to do so, and to respond to appropriate questions.

The Board of Directors recommends that you vote FOR the ratification of the appointment of KPMG as our independent registered public accounting firm for 2023.

~~Table~~

Proxies solicited by the Board of ~~Contents~~

Directors will be voted “FOR” the ratification of the appointment of KPMG as our independent registered public accounting firm for 2023 unless stockholders specify a contrary vote.

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REPORT OF THE AUDIT COMMITTEE

The Audit Committee is ~~composed~~currently comprised of ~~four~~three independent directors, each of whom satisfies the independence ~~requirement~~requirements of Section 10A of the Exchange Act and Rule 10A-3 ~~under the Securities Exchange Act of 1934, as amended.~~thereunder. The Audit Committee oversees our financial reporting process on behalf of the Board ~~of Directors~~ and serves as the primary communication link between the Board ~~of Directors~~ as the representative of our stockholders, ~~the~~KPMG as our independent ~~auditors, KPMG LLP~~auditor, and our internal auditors. Our management has the primary responsibility for our financial statements and the reporting process, including the systems of internal ~~control~~controls and for assessing the effectiveness of internal ~~control~~controls over financial reporting. The Audit Committee, at least quarterly, meets with the ~~Company's~~Company’s Chief Financial Officer, the ~~Company's Vice President~~Company’s head of Internal Audit and representatives of KPMG ~~in regular~~ and conducts separate executive sessions to discuss the audited consolidated financial statements, the evaluations of the ~~Company's~~Company’s internal controls and the overall quality of the ~~Company's~~Company’s financial reporting and compliance programs.

In fulfilling its responsibilities during the fiscal year, the Audit Committee reviewed and discussed with management the consolidated financial statements and related financial statement disclosures included in our Quarterly Reports on Form 10-Q and the audited consolidated financial statements and related financial statement disclosures included in our Annual Report on Form 10-K for the fiscal year ended December 31, ~~2015.~~2022. Also, the Audit Committee reviewed with the independent auditors their judgments as to both the quality and the acceptability of our accounting policies. The Audit ~~Committee's~~Committee’s review with the independent auditors included a discussion of ~~other~~the matters required ~~under Auditing Standards promulgated~~to be discussed by the applicable requirements of the Public Company Accounting Oversight Board ~~("PCAOB"~~(“PCAOB”)~~, including PCAOB Auditing Standard No. 16,~~~~Communications with Audit Committees.~~ ~~The Audit Committee received~~ and the ~~written disclosures from the independent auditors required by the PCAOB Rule Nos. 3524 and 3526 regarding communications with~~SEC. KPMG has provided the Audit Committee written disclosures and all communications required under PCAOB standards, including those concerning independence, and the Audit Committee has discussed those disclosures with ~~the independent auditors.~~KPMG. The Audit Committee has also reviewed non-audit services performed by KPMG and considered whether ~~KPMG's~~KPMG’s provision of non-audit services was compatible with maintaining its independence from the Company.

The Audit Committee discussed with our internal auditors and independent auditors the overall scope and plans for their respective audits and reviewed our plans for compliance with management certification requirements pursuant to Section 404 of the Sarbanes-Oxley Act of 2002. The Audit Committee met with the internal auditors and independent auditors, with and without management present, to discuss the results of the ~~auditors'~~auditors’ examinations, their evaluations of our internal controls, including a review of the disclosure control process, and the overall quality of our financial reporting. Management represented to the Audit Committee that the ~~Company's~~Company’s consolidated audited financial statements as of and for the fiscal year ended December 31, ~~2015~~2022 were prepared in accordance with accounting principles generally accepted ~~accounting principles,~~in the United States, and the Audit Committee has reviewed and discussed the audited consolidated financial statements with management and the independent auditors. The Audit Committee, or the ~~Chairman~~Chair of the Audit Committee, also pre-approved all audit and non-audit services provided by the independent auditors during and relating to fiscal year ~~2015.~~2022. In reliance on the reviews and discussions referred to above, the Audit Committee recommended to the Board ~~of Directors~~ that the audited consolidated financial statements be included in our Annual Report on Form 10-K for the fiscal year ended December 31, ~~2015.~~

2022.

The Audit Committee evaluates the performance of the independent auditors each year and determines whether to re-engage the current independent auditors or consider other audit firms. ~~In doing so,~~To assist in the evaluation of KPMG’s performance for the 2022 audit, the Audit Committee ~~considers~~conducted a comprehensive evaluation, which included obtaining input from certain members of management, assessing KPMG’s independence, technical expertise, industry knowledge, adequacy of audit approach and scope, appropriateness of fees, and service and communication with management and the ~~quality and efficiency~~Audit Committee. The results of ~~the services provided by the independent auditors, along~~this evaluation were discussed with the ~~independent auditor's capabilities, technical expertise, and knowledge of our operations and industry. In addition, the~~KPMG engagement partner. The Audit Committee reviews with our Chief Financial Officer and ~~our Vice President~~the head of Internal Audit, the overall audit scope and plans, the results of internal and external audit examinations, evaluations by management and the independent auditors of our internal control over financial reporting, ~~and~~ the quality of our financial reporting and the ability of the independent auditors to remain independent. Based on these evaluations, the Audit Committee ~~decided to engage~~approved the engagement of KPMG ~~LLP~~ as our independent auditors for fiscal year ~~2016.~~ 2023.

Although the Audit Committee has the sole authority to appoint the independent auditors, the Audit

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Committee has continued its long-standing practice of recommending that the Board ask our stockholders to ratify the appointment of the independent auditors at our annual meeting of stockholders.

~~The Audit Committee~~

~~Michael T. Kestner~~~~(Chairman)~~
~~Donna R. Ecton~~
~~Lynn Jolliffe~~
~~Stephen E. Smith~~

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AUDIT COMMITTEE

FEES PAID TO KPMG LLP

The following table sets forth the aggregate fees charged to ~~KAR Auction Services~~the Company by KPMG for audit services rendered in connection with the audit of our consolidated financial statements and reports for ~~2015~~2022 and ~~2014~~2021 and for other services rendered during ~~2015~~2022 and ~~2014~~2021 to ~~KAR Auction Services~~the Company and its subsidiaries, as well as all out-of-pocket costs incurred in connection with these services:

Fee Category	2022	2021
Audit Fees(1)	$2,942,959	$2,563,576
Audit-Related Fees(2)	1,099,265	360,460
Tax Fees(3)	122,500	170,000
All Other Fees(4)	1,905	—
Total Fees	$4,166,629	$3,094,036

Fee Category
2015 2014
Audit Fees(1) $2,359,561 $2,148,000
Audit-Related Fees(2) 33,000 32,500
Tax Fees(3) 248,615 96,035
All Other Fees(4) 160,432 70,471

Total Fees $2,801,608 $2,347,006

(1)

Audit Fees: Consists of fees for professional services rendered for the audit of our consolidated financial statements, review of the interim condensed consolidated financial statements included in the ~~Company's~~Company’s quarterly reports, the audit of our internal ~~control~~controls over financial reporting and services that are normally provided by independent registered public accounting firms in connection with statutory and regulatory filings or engagements, and attest services, except those not required by statute or regulation.

(2)

Audit-Related Fees: Consists principally of fees for professional services rendered ~~in connection with~~for the carve-out audit of the ADESA U.S. physical auction business for the year ended December 31, 2021, as well as Service Organization Control 1 reporting, our Registration Statement on Form S-8 and the audit of our 401(k) benefit plan. ~~Also includes professional services rendered with respect to our registration statement filed on Form S-8 and with respect to AFC's consolidating report.~~

(3)

Tax Fees: Consists of fees for various tax planning projects.

(4)

All Other Fees: Consists principally of ~~fees for professional services rendered with respect to SOC 1 readiness assessments and reporting. Also includes~~ a license to use ~~KPMG's~~KPMG’s accounting research software.


POLICY ON AUDIT COMMITTEE PRE-APPROVAL OF AUDIT AND PERMISSIBLE NON-AUDIT SERVICES OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

~~KAR Auction Services'~~

The Company’s independent registered public accounting firm fee pre-approval policy provides for an annual process through which the Audit Committee evaluates the nature and scope of the audit prior to the commencement of the audit. The Audit Committee also evaluates audit-related, tax and other services that are proposed, along with the anticipated cost of such services. The Audit Committee reviews schedules of specific services to be provided. If other services are provided outside of this annual process, under the policy they may be (i) pre-approved by the Audit Committee at a regularly scheduled meeting; or (ii) pre-approved by the ~~Chairman~~Chair of the Audit Committee, acting between meetings and reporting back to the Audit Committee at the next scheduled meeting. All audit fees, audit-related fees, tax ~~services~~fees and all other fees described above were approved by the Audit Committee or the ~~Chairman~~Chair of the Audit Committee before such services were rendered.

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~~COMPENSATION DISCUSSION AND ANALYSIS~~

~~OVERVIEW~~

~~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:

~~Jim Hallett, Chief Executive Officer and Chairman of the Board of KAR Auction Services;~~

~~Eric Loughmiller, Executive Vice President and Chief Financial Officer of KAR Auction Services;~~

~~Don Gottwald, Chief Operating Officer of KAR Auction Services;~~

~~Stéphane St-Hilaire, Chief Executive Officer and President of ADESA; and~~

~~John Kett, Chief Executive Officer and President of IAA.~~

~~This CD&A is organized into the following six sections:~~

~~Executive Summary (page 34)~~

~~Compensation Philosophy and Objectives (page 38)~~

~~The Role of the Compensation Committee and the Executive Officers in Determining Executive Compensation (page 38)~~

~~Elements Used to Achieve Compensation Philosophy and Objectives (page 40)~~

~~Compensation Policies and Other Information (page 49)~~

~~Results of Say on Pay Votes at 2014 Annual Meeting (page 51)~~

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~~EXECUTIVE SUMMARY~~

~~Business Highlights~~

For the year ended December 31, 2015, KAR Auction Services again delivered solid growth in volume of total vehicles sold, revenues, adjusted EBITDA and adjusted net income. Specific highlights for fiscal 2015 included:

·: ~~Total vehicles sold by our ADESA and IAA business segments rose approximately 13% to 4.4 million units.~~
·: ~~Net revenue was up 12% to approximately $2.6 billion.~~

·: ~~Adjusted EBITDA* rose 9% to approximately $650 million.~~

*: Adjusted EBITDA is a non-GAAP measure and is defined and reconciled to the most comparable GAAP measure, net income (loss), in our Annual Report on Form 10-K for the year ended December 31, 2015 in Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations—EBITDA and Adjusted EBITDA."

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·: ~~Net income increased 27% from $169.3 million ($1.19 per diluted share) to $214.6 million ($1.51 per diluted share).~~

·: Through share buybacks and dividends, in 2015 we returned approximately $380 million to stockholders and invested approximately $253 million in our business through capital expenditures and strategic acquisitions.
·: The closing stock price of KAR's common stock rose approximately 7% from $34.65 at December 31, 2014 to $37.03 at December 31, 2015. The closing price shown below for each year is the closing price of a share of the Company's common stock on December 31.

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We maintain a compensation program structured to achieve a close connection between executive pay and company performance. We believe that this strong pay-for-performance orientation has served us well in recent years, particularly as we've moved forward following the sale by our former equity sponsors of all of their holdings of our common stock in late 2013.

~~WE DO:~~

ü: ~~Pay for performance alignment:~~ ~~Historically, we have demonstrated close alignment between our total stockholder return (TSR) performance and the compensation of our Chief Executive Officer, as shown in the chart below.~~

~~5-year Pay Alignment Chart~~

Fiscal Year
2010 YE
2011
2012
2013
2014
2015

CEO Pay ($000)
$1,475 $1,414 $5,994 $4,808 $4,824

Indexed TSR
100 97.83 148.15 223.66 270.86 297.96

ü: ~~Independent Compensation Committee:~~ ~~All of the members of our Compensation Committee are independent under NYSE rules.~~
ü: ~~Independent compensation consultant:~~ ~~In 2015, our Compensation Committee engaged Semler Brossy as its independent compensation consultant.~~
ü: ~~Pay for performance:~~ The equity awards granted to our named executive officers in 2015 and in 2016 are heavily performance-based, including restricted stock units that vest based on achievement of adjusted earnings per share and net income goals.
ü: ~~Maximum payout caps for annual cash incentive compensation and PRSUs.~~
ü: ~~Clawback of certain compensation if restatement and intentional misconduct:~~ ~~Our clawback policy provides for the recovery of incentive compensation in the event we are required to prepare an accounting restatement due to such executive officer's intentional misconduct.~~
ü: ~~Moderate change-in-control benefits:~~ ~~Change-in-control severance benefits are two times base salary and target bonus for the CEO and one times base salary and target bonus for the other executive officers.~~

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ü: ~~Robust equity ownership requirements:~~ In 2015, we adopted stock ownership guidelines that are applicable to senior executives, including our named executive officers. The stock ownership guideline for our CEO is five times his annual base salary.
ü: ~~Robust equity retention requirement:~~ In 2015, we adopted an equity retention requirement that is applicable to senior executives, including our named executive officers. Our named executive officers are required to hold 100% of net shares of Company stock received under awards granted on or after January 1, 2015 for at least 12 months after vesting, regardless of whether the stock ownership guideline has been met.

~~WE DO NOT:~~

✘: ~~Allow dividends or dividend equivalents to be paid on unvested PRSUs:~~ ~~Dividend equivalents are accrued but not paid on PRSUs until (i) the performance conditions are satisfied; and (ii) the PRSUs vest after the performance measurement period.~~
✘: ~~Allow hedging of KAR securities:~~ ~~We prohibit the hedging of Company stock by our directors and officers.~~
✘: ~~Allow pledging of KAR securities:~~ ~~As part of our Insider Trading Policy, we prohibit the pledging of Company stock.~~
✘: ~~Provide excessive executive perquisites.~~ ~~We provide only a limited number of perquisites to attract talented executives and to retain our current executives.~~

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~~COMPENSATION PHILOSOPHY AND OBJECTIVES~~

We design and administer our executive pay programs to help ensure the compensation of our named executive officers is (i) closely aligned with our performance on both a short-term and long-term basis; (ii) linked to specific, measurable results intended to create value for stockholders; and (iii) competitive in attracting and retaining key executive talent into the vehicle remarketing and auto finance industry. Each of the compensation programs that we have developed and implemented is intended to satisfy one or more of the following specific objectives:

•: ~~align the interests of our executive officers with the interests of our stockholders so that our executive officers manage from the perspective of owners with an equity stake in the Company;~~
•: ~~motivate and focus our executive officers through incentive compensation programs directly tied to our financial results;~~
•: ~~support a one-company culture and encourage synergies among all business units by aligning rewards with long-term, overall Company performance and stockholder value;~~
•: ~~provide a significant percentage of total compensation through variable pay based on pre-established, measurable goals and objectives;~~
•: ~~provide competitive upside opportunity without encouraging excessive risk-taking;~~
•: ~~enhance our ability to attract and retain skilled and experienced executive officers; and~~
•: ~~provide rewards commensurate with performance and with competitive market practices.~~

~~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 of Directors is comprised of Mmes. Ecton (Chairman) and Jolliffe and Messrs. Howell and Larson.~~

~~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 Market and Survey Data.~~ In light of the unique mix of businesses that comprise KAR Auction Services and the lack of directly comparable public companies, the Compensation Committee has traditionally not adopted a specific peer group of companies for the purpose of formally benchmarking compensation. The Compensation Committee understands that most companies consider pay levels at comparably-sized, peer companies when setting named executive officer compensation levels. Knowing this practice, the Compensation Committee has attempted to develop a meaningful peer group for the Company, with help from its independent compensation consultant; however, the Committee has historically stopped short of a formal peer group, in part due to the unique combination of our three separate business segments.

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In order to confirm competitiveness of compensation, the Compensation Committee reviews survey data and proxy compensation data of other comparably-sized companies. Prior to 2015, the Compensation Committee had not set compensation levels by reference to competitive market data using any specific target percentiles within such data. Beginning in late 2015, the Compensation Committee began using a combination of (i) survey data (cuts from the 2015 Aon Hewitt and Mercer general industry and service industry surveys); and (ii) proxy compensation data of a "proxy comparator group" more formally in setting and adjusting base salary levels for 2016. In light of the lack of comparable companies for KAR's business, as noted above, companies in the proxy comparator group were selected based on (i) a focus on service-oriented industries; (ii) comparable revenue and market capitalization levels (KAR represents the 41^st ~~and 53~~^rd percentiles, respectively, within the selected proxy comparator group on these measures); (iii) comparable growth, profitability and/or market valuation profiles; and (iv) the avoidance of over-representing any one industry. Where possible, the Compensation Committee included companies that are in related or similar industries to the Company. The proxy comparator group used in late 2015 consisted of the following 30 companies:


~~Allison Transmission Holdings, Inc.~~	~~Kansas City Southern~~	~~Steelcase, Inc.~~
~~AOL, Inc.~~	~~Kirby Corp.~~	~~Stericycle, Inc.~~
~~Cintas Corp.~~	~~Landstar System, Inc.~~	~~Teradata Corp.~~
~~Comerica, Inc.~~	~~LKQ Corp.~~	~~Tetra Tech, Inc.~~
~~Copart, Inc.~~	~~MSC Industrial Direct Co., Inc.~~	~~Total System Services, Inc.~~
~~Equifax, Inc.~~	~~Old Dominion Freight Line, Inc.~~	~~Trimble Navigation Ltd.~~
~~GATX Corp.~~	~~Plexus Corp.~~	~~Vantiv, Inc.~~
~~Heartland Payment Systems, Inc.~~	~~Ritchie Bros. Auctioneers, Inc.~~	~~Waste Connections, Inc.~~
~~HNI Corp.~~	~~Solera Holdings, Inc.~~	~~Werner Enterprises, Inc.~~
~~Itron, Inc.~~	~~Springleaf Holdings, Inc.~~	~~Westinghouse Air Brake Technologies Corp.~~

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 2016 base salary levels. The Compensation Committee also considered experience and tenure, sustained performance and specific requirements of roles relative to market.

~~Role of the Independent Compensation Consultant.~~ The Compensation Committee used Semler Brossy as its independent compensation consultant in 2015. During 2015, Semler Brossy 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; and (vi) guidance on the competitiveness of the executive officers' elements of compensation.

The Compensation Committee has reviewed the independence of Semler Brossy in light of SEC rules and NYSE listing standards regarding compensation consultants and has concluded that the work of Semler Brossy for the Compensation Committee does not raise any conflict of interest. All work performed by Semler Brossy is subject to review and approval of the Compensation Committee.

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

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~~ELEMENTS USED TO ACHIEVE COMPENSATION PHILOSOPHY~~
~~AND OBJECTIVES~~

~~Elements of 2015 Executive Compensation Program Design~~

The following table lists the elements of compensation for our 2015 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. In order to confirm competitiveness of compensation, the Compensation Committee reviews survey data and proxy compensation data of other companies.

	~~Element~~	~~Key~~ ~~Characteristics~~	~~Why We Pay~~ ~~This Element~~	~~How We~~ ~~Determine Amount~~	~~2015~~ ~~Decisions~~


~~Fixed~~	~~Base salary~~	~~Fixed compensation component payable in cash. Reviewed annually and adjusted when appropriate.~~	~~Reward the NEOs for their past performance and facilitate the attraction and retention of a skilled and experienced executive management team.~~	~~Individual performance, experience, job scope, tenure and review of competitive pay practices.~~	~~One named executive officer received a salary increase in 2015. See page 42.~~

~~Variable~~	~~Annual cash incentive awards~~	~~Variable compensation component payable in cash based on performance against annually established targets.~~	~~Motivate and reward the successful achievement of pre-determined financial objectives at the Company.~~	~~Individual performance, experience, job scope and review of competitive pay practices.~~ ~~Based on achievement of 2015 Adjusted EBITDA.~~	~~Strong performance resulted in 114% of target for the CEO and an average of 115% of target for the other named executive officers. See page 45.~~

	~~Performance restricted stock units (PRSUs)~~	~~PRSUs vest at the end of a three-year performance period.~~ ~~See pages 46 for the retention requirements for PRSUs.~~	~~Motivate and reward executives for performance on key long-term measures.~~ ~~Align the interests of executives with long-term stockholder value and serve to retain executive talent.~~	~~Target awards based on individual's ability to impact future results, job scope, individual performance and review of competitive pay practices.~~ ~~Earned awards based on Cumulative Adjusted Net Income Per Share performance through December 31, 2017.~~ ~~PRSU awards made up 75% of the value of the aggregate long-term incentives granted to the named executive officers in 2015.~~	~~The Compensation Committee granted PRSUs to all of the named executive officers in 2015. See pages 46 to 47.~~

	~~Restricted stock units (RSUs)~~	RSUs vest ratably on each of the first three anniversaries of the grant date subject to the named executive officer's continued employment with the Company, provided that the Company achieves $100 million in adjusted net income in its 2015 fiscal year, as reported by the Company (which condition was satisfied).	~~Align the interests of executives with long-term stockholder value and serve to retain executive talent.~~	~~Awards based on individual's ability to impact future results, job scope, individual performance and review of competitive pay practices.~~ ~~RSU awards made up 25% of the value of the aggregate long-term incentives granted to the named executive officers in 2015.~~	~~The Compensation Committee granted RSUs to all of the named executive officers in 2015. See page 46.~~

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~~Compensation Structure and Goal Setting~~

Our executive compensation program is designed to deliver compensation in accordance with corporate and business unit performance with a large percentage of compensation at risk through long-term equity awards and annual cash incentive awards. These awards are linked to actual performance, consistent with our belief that a significant amount of executive compensation should be in the form of equity and that a greater percentage of compensation should be tied to performance for executives who bear higher levels of responsibility for our performance. The mix of target direct compensation for 2015 for our CEO and the average of our other named executives is shown in the charts below. Approximately 80% of our CEO's total compensation, and approximately 70% of the average total compensation of our other named executive officers, is at-risk, consisting of stock options and other performance-based incentives. As we move away from historical incentive programs developed in large part by our former equity sponsors, the Compensation Committee continues to refine the elements, mix of awards and performance goals in our incentive compensation program, while ensuring that a large portion of our named executive officers' compensation is performance-based.

~~CEO~~

~~Table of Contents~~

~~Other NEO Average Compensation~~

~~Base Salary~~

~~General.~~ Annual salary levels for our named executive officers are based upon various factors, including the amount and relative percentage of total compensation that is derived from base salary when setting the compensation of our executive officers, individual performance, experience, job scope and tenure. In view of the wide variety of factors considered by the Compensation Committee in connection with determining the base salary of each of our named executive officers, the Compensation Committee has not attempted to rank or otherwise assign relative weights to the factors that it considers. A description of how these factors were applied in 2015 is described below.

~~Base Salaries for 2015.~~ In late 2014 and the first quarter of 2015, the Compensation Committee reviewed the base salaries of each of our named executive officers for 2015. After considering multiple factors, the Compensation Committee approved a base salary adjustment only for Mr. Loughmiller. The Compensation Committee did not approve base salary adjustments for Messrs. Hallett, St-Hilaire, Kett or Gottwald because the Compensation Committee determined that their base salaries were already set at competitive levels. The following base salaries were in effect for 2015:

Name
Base Salary Increase % Effective Date Why Was Increase Approved?
Jim Hallett
$900,000 0% January 1, 2014 N/A.
Eric Loughmiller
$450,000 1.7% January 1, 2015 Increase based upon review of competitive pay practices.
Don Gottwald
$550,000 0% January 1, 2014 N/A.
Stéphane St-Hilaire
$450,000 0% January 1, 2014 N/A.
John Kett
$450,000 0% January 1, 2014 N/A.

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~~Base Salaries for 2016.~~ In late 2015, the Compensation Committee reviewed the base salaries of each of our named executive officers for 2016. After considering multiple factors, including, without limitation, the performance of the Company, the contribution of each named executive officer and review of competitive pay practices, the Compensation Committee approved the following base salaries effective January 1, 2016:

Name
Base Salary Increase %
Jim Hallett
$900,000 0%
Eric Loughmiller
$450,000 0%
Don Gottwald
$566,500 3%
Stéphane St-Hilaire
$459,000 2%
John Kett
$463,500 3%

The Compensation Committee did not approve base salary adjustments for Messrs. Hallett or Loughmiller because the Compensation Committee determined that their base salaries were already set at competitive levels. In order to confirm competitiveness of compensation, the Compensation Committee reviews survey data and proxy compensation data of other companies.

~~Annual Cash Incentive Programs~~

~~General.~~ Generally, named executive officers with greater job responsibilities have a significant proportion of their annual cash compensation tied to Company performance through their annual incentive opportunity.

~~The KAR Auction Services, Inc. Annual Incentive Program.~~ Under the KAR Auction Services, Inc. Annual Incentive Program (the "Annual Incentive Program"), which is part of the Omnibus Plan, the grant of cash-based awards to eligible participants is contingent upon the achievement of certain corporate performance goals as determined by the Compensation Committee.

~~Use of 2015 Adjusted EBITDA~~

~~In 2015, the Compensation Committee used "2015 Adjusted EBITDA" for KAR Auction Services, ADESA and IAA, depending upon the named executive officer, as the measure of the Annual Incentive Program.~~

~~"Adjusted EBITDA" is equal to EBITDA (earnings before interest expense, income taxes, depreciation and amortization) adjusted to exclude among other things:~~

•: ~~gains and losses from asset sales;~~
•: ~~unrealized foreign currency translation gains and losses in respect of indebtedness;~~
•: ~~certain non-recurring gains and losses;~~
•: ~~stock based compensation expense;~~
•: ~~certain other non-cash amounts included in the determination of net income;~~
•: ~~charges and revenue reductions resulting from purchase accounting;~~
•: ~~minority interest;~~
•: ~~expenses associated with the consolidation of salvage operations;~~
•: ~~consulting expenses incurred for cost reduction, operating restructuring and business improvement efforts;~~
•: expenses realized upon the termination of employees and the termination or cancellation of leases, software licenses or other contracts in connection with the operational restructuring and business improvement efforts;
•: ~~expenses incurred in connection with permitted acquisitions;~~
•: ~~any impairment charges or write-offs of intangibles; and~~
•: ~~any extraordinary, unusual or non-recurring charges, expenses or losses.~~

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Using these measures, the Compensation Committee establishes, on an annual basis, specific targets that determine the size of payouts under the incentive plan. In 2015, the annual incentive opportunity for each named executive officer was as follows:

~~Name~~	~~KAR Auction Services~~	~~ADESA~~	~~IAA~~

~~Jim Hallett~~	~~Annual incentive award based 100% on performance of KAR Auction Services~~	—	—
~~Eric Loughmiller~~	~~Annual incentive award based 100% on performance of KAR Auction Services~~	—	—
~~Don Gottwald~~	~~Annual incentive award based 100% on performance of KAR Auction Services~~	—	—
~~Stéphane St-Hilaire~~	~~Annual incentive award based 50% on performance of KAR Auction Services~~	~~Annual incentive award based 50% on performance of ADESA~~	—
~~John Kett~~	~~Annual incentive award based 50% on performance of KAR Auction Services~~	—	~~Annual incentive award based 50% on performance of IAA~~

The amount to be earned by our named executive officers under the Annual Incentive Program is determined by multiplying each officer's target opportunity by the Business Performance Factor as shown below:

~~Performance Targets for the Annual Incentive Program~~

The Compensation Committee analyzes financial measures and determines the level of performance required to receive threshold, target and superior annual incentive payouts. The Compensation Committee established the performance objectives in amounts which it believes would increase stockholder value and which it believed would be achievable given a sustained effort on the part of the named executive officers and which would require increasingly greater effort to achieve the target and superior objectives. The Compensation Committee may increase or decrease the performance targets and the potential payouts at each performance target if, in the discretion of the Compensation Committee, the circumstances warrant such an adjustment. In 2015, the Compensation Committee did not increase or decrease the performance targets or the payouts of any 2015 annual incentive program payout.

~~2015 Performance Targets.~~ The chart which follows provides the 2015 Adjusted EBITDA performance targets established by the Compensation Committee for 2015 as well as the actual level of performance achieved (dollars in millions):

Threshold Target Superior Achieved
Results Percentage
of Target
Achieved
KAR Auction Services
$ 592.9 $ 641.0 $ 673.0 $ 649.8 101.4 %
ADESA*
$ 270.1 $ 292.0 $ 321.2 $ 316.2 108.3 %
IAA
$ 245.1 $ 265.0 $ 291.5 $ 265.1 100.0 %

*ADESA's performance targets and achieved results (in the above chart) are used for bonus purposes only and include certain technology expenses recorded in "holding company" expenses. ADESA's reported Adjusted

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~~EBITDA for the year ended December 31, 2015 was $328.6 million and did not include such technology expenses recorded in "holding company" expenses.~~

~~2015 Annual Incentive Opportunities.~~ Under the Annual Incentive Program, threshold performance objectives must be met in order for any payout to occur. Payouts can range from 50% of target awards for performance at threshold up to a maximum of 150% of target awards for superior performance or no payout if performance is below threshold. The following table shows the annual incentive opportunities for our named executive officers for 2015:

Bonus Opportunity Bonus Goal Weighting %

2015 Adjusted EBITDA

Threshold
% of
Base
Salary Target
% of
Base
Salary Superior
% of
Base
Salary
Name
Base
Salary KAR
Auction
Services ADESA IAA
Jim Hallett $900,000 50 100 150 100
Eric Loughmiller $450,000 37.5 75 112.5 100
Don Gottwald $550,000 50 100 150 100
Stéphane St-Hilaire $450,000 50 100 150 50 50
John Kett $450,000 50 100 150 50 50

Because KAR Auction Services, ADESA and IAA each achieved at least the threshold level of performance, each of our named executive officers was eligible to receive an award under the Annual Incentive Program for 2015, which are set forth in the Summary Compensation Table (page 53). Based on the Company's performance during 2015, and the accompanying payout percentages for the different performance goals set forth above, our named executive officers earned the following percentages and corresponding payout amounts of their target annual incentive awards:

Name
Percentage of Target
Annual Incentive
Award Earned 2015 Payout
Jim Hallett 113.7% $1,023,613
Eric Loughmiller 113.7% $383,855
Don Gottwald 113.7% $625,541
Stéphane St-Hilaire(1) 122.9% $553,145
John Kett 106.9% $481,030

~~(1)~~: Mr. St-Hilaire's 2015 annual incentive award was computed partially in Canadian dollars and partially in U.S. dollars due to his mid-year move from our Canadian payroll to our U.S. payroll. The Canadian portion of the award was $235,663 CDN, and the U.S. portion of the award was $382,855. Using an exchange rate of .7226 as of December 31, 2015, the Canadian portion of Mr. St-Hilaire's award was converted to $170,290, for a total payout of $553,145.

~~Long-Term Incentive Opportunities~~

The Company provides long-term incentive compensation opportunities in the form of performance-based restricted stock units ("PRSUs") and restricted stock units, and previously had provided performance-based stock options and service-based stock options, each as described below.

~~2015 Long-Term Incentive Awards.~~ As previously disclosed, on February 20, 2015, the Compensation Committee granted PRSUs and restricted stock units ("RSUs") under its long-term incentive program to the Company's named executive officers, as described in the table below. The Company did not grant any stock options to its named executive officers in 2015. Awards were based on the individual's ability to impact future results, job scope, individual performance and a review of competitive pay practices. Mr. Loughmiller's 2015 award was enhanced for retentive purposes due to the fact that Mr. Loughmiller did not have any equity grants that carried forward following the sale by our former equity sponsors of all of their holdings of our common

~~Table of Contents~~

~~stock in late 2013. The aggregate target award value for each named executive officer was allocated such that 75% of the value was in the form of PRSUs and 25% of the value was in the form of RSUs.~~

Name
Target PRSUs
(Cumulative
Adjusted Net
Income Per
Share Goal) Value of
Target Shares
at Grant RSUs Value of
RSUs at Grant
Jim Hallett 57,879 $2,142,681 19,293 $714,227
Eric Loughmiller 26,796 $991,988 8,932 $330,663
Don Gottwald 14,738 $545,601 4,913 $181,879
Stéphane St-Hilaire 9,647 $357,132 3,216 $119,056
John Kett 9,647 $357,132 3,216 $119,056

~~2015 Performance-Based RSU Awards~~

The PRSUs will vest if and to the extent that the Company's "Cumulative Adjusted Net Income Per Share" exceeds certain levels over the three-year period beginning on January 1, 2015. "Cumulative Adjusted Net Income Per Share" means the sum of the Company's Adjusted Net Income Per Share for the three fiscal years in the measurement period beginning on January 1, 2015 and ending on December 31, 2017.

"Adjusted Net Income Per Share" for a fiscal year is calculated by dividing Adjusted Net Income by the weighted average diluted common shares outstanding per year. "Adjusted Net Income" for a fiscal year is equal to the Company's net income as reported in the Form 10-K filed by the Company with respect to such fiscal year, adjusted to (i) exclude gains/losses from certain nonrecurring and unbudgeted capital transactions, including debt prepayment, debt refinancing and similar items; (ii) exclude depreciation and amortization expenses resulting from the revaluation of certain assets at the time of the 2007 merger consistent with the Company's calculation of its reported adjusted net income; (iii) exclude certain expenses incurred in connection with stock-based compensation related to the 2007 merger consistent with the Company's calculation of its reported adjusted net income; (iv) exclude acquisition contingent consideration; (v) exclude the impact of significant acts of God or other events outside of the Company's control that may affect the overall economic environment; and (vi) exclude significant asset impairments.

The amount of the target PRSUs actually earned and paid (on a 1-for-1 basis) in shares of common stock in a lump sum following the performance period will be: 0% for below threshold performance, 50% for threshold performance, 100% for target performance and up to 200% for achieving the maximum performance level. Linear interpolation will be used to calculate the percentage of target PRSUs earned and paid (on a 1-for-1 basis) if performance falls between the threshold and maximum levels.

~~2015 Time-Based RSU Awards~~

The RSUs will vest and convert into shares of common stock of the Company on a 1-for-1 basis on each of the first three anniversaries of the grant date, subject to the named executive officer's continued employment with the Company through each such anniversary, provided that the Company has achieved $100 million in adjusted net income in its 2015 fiscal year (as reported in the Form 10-K filed by the Company with respect to such fiscal year, and which condition was satisfied).

~~Prior Years' Awards.~~

~~2014 Stock Option and Performance-Based RSU Awards~~

As previously disclosed, on February 27, 2014, the Compensation Committee approved the grant of PRSUs and stock options to certain of the Company's named executive officers which remain outstanding, the amounts of which are disclosed in the "Outstanding Equity Awards" table below to the extent they remain outstanding.

The stock options have an exercise price of $30.89 per share and vest in equal 25% increments on the first four anniversaries of the grant date, subject to the executive's continued employment with the Company through each such anniversary.

~~Table of Contents~~

Fifty percent of the PRSUs vest on the third anniversary of the grant date if and to the extent that the Company's total stockholder return relative to that of companies within the S&P 500 Index exceeds certain levels (identified below) over the three-year period beginning on the grant date.

~~Total Stockholder Return Percentile Rank~~ ~~vs. S&P 500 During the Measurement~~ ~~Period~~		~~Number of PRSUs Vesting~~

~~Below Threshold:~~
~~Below 40th percentile~~		~~0% of Target~~
~~Threshold:~~
~~40th percentile~~		~~50% of Target~~
~~Target:~~
~~65th percentile~~		~~100% of Target~~
~~Maximum:~~
~~Greater than or equal to 85th percentile~~		~~200% of Target~~

The remaining 50% of the PRSUs vest if and to the extent that the Company's Cumulative Adjusted Net Income Per Share (as described above with respect to the 2015 PRSUs) exceeds certain levels over the three-year period beginning on January 1, 2014 and ending on December 31, 2016.

~~2013 Performance-Based RSU Awards~~

As previously disclosed, on December 13, 2013, the Compensation Committee approved the grant of PRSUs to certain of the Company's named executive officers which, as applicable, are disclosed in the "Outstanding Equity Awards" table.

The PRSUs vest on the third anniversary of the grant date if and to the extent that the Company's total stockholder return relative to that of companies within the S&P 500 Index exceeds the levels described in the table above with respect to the 2014 PRSUs (earned based on total stockholder return) over the three-year period beginning on the grant date.

~~Legacy Long-Term Incentive Awards~~

Certain service options and performance-based exit options were granted to our named executive officers under the KAR Auction Services, Inc. Stock Incentive Plan ("Stock Incentive Plan"), which was in effect prior to our initial public offering, and later under the Omnibus Plan, which was initially adopted on December 10, 2009.

~~Grants under the Stock Incentive Plan and the March 1, 2010 grant under the Omnibus Plan were structured as follows:~~

•: one-fourth of the total amount of each option grant to our named executive officers were service options, which vested in four equal annual installments on each of the first four anniversaries of the grant date and continue to function as an employee retention tool after vesting by rewarding continued service; and
•: the remaining three-fourths of the amount of each option grant were performance-based exit options, which reward employees' efforts toward increasing the value of the Company and also serve as a retention tool because grantees generally are required to remain employed to benefit from the increase in the value of the Company. Grants after March 1, 2010 and prior to our former equity owners' exit were 100% service options and were granted under the Omnibus Plan.

Together, these awards aligned the interests of our named executive officers and other employees with the interests of our stockholders, who benefited from both the retention of a skilled management team and an increase in the value of the Company.

~~Table of Contents~~

~~Performance-Based Option Vesting~~

The performance-based exit options vested and became exercisable in four tranches contingent upon the closing price of the shares of common stock of the Company exceeding the threshold levels of $20.00, $25.00, $30.00 or $35.00 for 20 consecutive trading days. The exit options included in the first tranche (the exit options associated with the $20.00 threshold level) became fully vested in March 2013, the exit options included in the second tranche (the exit options associated with the $25.00 threshold level) became fully vested in August 2013, the exit options included in the third tranche (the exit options associated with the $30.00 threshold level) became fully vested in March 2014 and the exit options included in the fourth tranche (the exit options associated with the $35.00 threshold level) became fully vested in March 2015, upon achieving the applicable vesting criteria.

~~Plans under which Long-Term Incentive Awards are Granted.~~ ~~The Company currently grants long-term incentive awards under the Omnibus Plan and formerly granted awards under the Stock Incentive Plan.~~

~~Omnibus Plan~~

Our Board of Directors initially adopted the Omnibus Plan on December 10, 2009, as amended. Under the Omnibus Plan, participants are eligible to receive options, restricted stock, restricted stock units, SARs, other stock-based awards or cash-based awards as determined by the Compensation Committee.

~~Stock Incentive Plan~~

~~The Stock Incentive Plan was in effect prior to our initial public offering and was subsequently frozen as of December 10, 2009. No further awards have been issued under this plan.~~

~~Retirement, Health and Welfare Benefits~~

We offer a variety of health and welfare and retirement programs to all eligible employees, including our named executive officers. As with all Company employees, our named executive officers are eligible to receive 401(k) employer matching contributions equal to 100% of the first 4% of compensation contributed by the named executive officer or, in the case of Mr. St-Hilaire (prior to his move in 2015 onto our U.S. payroll), deferred profit sharing employer matching contributions of up to $2,500 (employer matches 100% of first $1,500 contributed by the named executive officer and 50% of the next $2,000 contributed by the named executive officer, subject to a cap equal to 6% of compensation) under the Group Registered Retirement Savings Plan ("GRRSP"). The health and welfare programs are intended to protect employees against catastrophic loss and encourage a healthy lifestyle. Our health and welfare programs include medical, dental, vision, pharmacy, life insurance, disability and accidental death and disability. We also provide travel insurance to all employees who travel for business purposes.

~~Perquisites~~

In general, the Compensation Committee believes that the provision of a certain level of perquisites and other personal benefits to the named executive officers is reasonable and consistent with the objective of facilitating and allowing us to attract and retain highly qualified executive officers. The perquisites which are currently available to certain of our named executive officers include an automobile allowance or use of a Company-owned automobile, an allowance for executive physicals and Company-paid group term life insurance premiums. Please see footnote 4 to the Summary Compensation Table for more information regarding perquisites.

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~~COMPENSATION POLICIES AND OTHER INFORMATION~~

~~Employment and Severance Agreements~~

The Compensation Committee recognizes that, from time to time, it is appropriate to enter into agreements with our executive officers to ensure that we continue to retain their services and to promote stability and continuity within the Company. All of our named executive officers have an employment agreement with KAR Auction Services or one of its subsidiaries. A description of these agreements can be found in the section titled "Potential Payments Upon Termination or Change in Control—Employment Agreements with Named Executive Officers."

~~Tax and Accounting Considerations~~

~~Employment Agreements.~~ Section 280G of the Internal Revenue Code ("Section 280G") and related provisions impose substantial excise taxes under Section 4999 of the Code on so-called "excess parachute payments" payable to certain named executive officers upon a change in control and results in the loss of the compensation deduction for such payments by the Company.

Mr. Hallett's employment agreement, which became effective as of February 27, 2012, provides for a potential "gross-up payment" in the event that such excise taxes result from any excess parachute payments. Mr. Hallett's employment agreement provides that in the event that any payment or benefit under such agreement in connection with Mr. Hallett's employment or termination of employment is or becomes subject to an excise tax under Code Section 4999, then the Company will make a cash payment to Mr. Hallett, which, after the imposition of all income, employment, excise and other taxes thereon as well as any penalty and interest assessments associated therewith, will be sufficient to place Mr. Hallett in the same after-tax position as he would have been in had such excise tax not been applied. However, in the event that a reduction of the total payments to Mr. Hallett would avoid the application of the excise tax, then the total payments will be reduced to the extent necessary to avoid the excise tax, but in no event by more than 10% of the original amount of the total payments.

~~None of the employment agreements entered into with Messrs. Loughmiller, Gottwald, St-Hilaire and Kett contain excise tax gross-up provisions.~~

~~Omnibus Plan.~~ Certain awards under the Omnibus Plan are designed so that they may comply with the performance-based compensation exception to the $1,000,000 per person annual deductibility limit under Section 162(m) applicable to Covered Employees. Though tax deductibility is one of many factors considered by the Compensation Committee when determining executive compensation, the Compensation Committee retains the discretion to award compensation that exceeds or does not qualify for the Section 162(m) deductibility limit. For example, in seeking to tie executive pay to company performance in a meaningful way, the Compensation Committee may make decisions in designing and approving pay programs that are not driven by tax consequences to the Company.

~~Accounting for Stock-Based Compensation.~~ ~~We account for stock-based compensation in accordance with the requirements of ASC 718.~~

~~Clawback Policy for Financial Restatements.~~ The Company's clawback policy provides for the recovery of incentive compensation in the event the Company is required to prepare an accounting restatement due to any current or former executive officer's intentional misconduct. In such an event, the executive officer would be required to repay to the Company the excess amount of incentive compensation received under the inaccurate financial statement. The Company intends to revise this policy as needed to comply with the requirements of the Dodd-Frank Wall Street Reform and Consumer Protection Act when such requirements become effective.

~~Table of Contents~~

~~Insider Trading Policy~~

~~Our insider trading policy expressly prohibits:~~

•: ~~ownership of margin securities;~~
•: ~~trading in options, warrants, puts and calls or similar instruments on the Company's securities; or~~
•: ~~selling the Company's securities "short."~~

~~We also prohibit officers, directors and employees from:~~

•: ~~pledging the Company's securities as collateral for loans; and~~
•: ~~purchasing or selling the Company's securities while in possession of material, non-public information, or otherwise using such information for their personal benefit.~~

Our executives and directors are permitted to enter into trading plans that are intended to comply with the requirements of Rule 10b5-1 of the Securities Exchange Act of 1934 so that they can prudently diversify their asset portfolios and exercise their stock options before their scheduled expiration dates.

~~Anti-Hedging Policy~~

In addition to the Company's existing anti-pledging of Company stock policy, the Company adopted a formal anti-hedging of Company stock policy in 2014. This policy prohibits our officers and directors from engaging in certain forms of hedging or monetization transactions with respect to the Company's stock, such as prepaid variable forward contracts, equity swaps, collars and exchange funds.

~~Stock Ownership and Stock Holding Guidelines~~

~~In 2015, we adopted the following stock ownership guidelines which are applicable to our named executive officers.~~

		~~Title~~		~~Stock Ownership Guideline~~

		~~CEO~~		~~5 times annual base salary~~
		~~Other Named Executive Officers~~		~~3 times annual base salary~~

The named executive officers must hold 100% of net shares of Company stock received under awards granted on or after January 1, 2015 until the applicable ownership guideline is met. In addition, our named executive officers are required to hold 100% of net shares of Company stock received under awards granted on or after January 1, 2015 for at least 12 months after vesting, regardless of whether the stock ownership guideline has been met.

The Company's non-employee directors are subject to the Company's director stock ownership and holding guidelines. The stock holding guideline requires each non-employee director to hold any shares of the Company's common stock granted after January 1, 2014 for at least four years, subject to certain exceptions approved by the Compensation Committee. The stock ownership guideline, which was adopted in 2015, requires each non-employee director to own a minimum of three times his or her annual cash retainer amount in shares of Company stock.

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~~RESULTS OF SAY ON PAY VOTES AT 2014 ANNUAL MEETING~~

At the Company's 2014 annual meeting of stockholders, the Company held a non-binding stockholder vote on executive compensation (commonly referred to as "Say on Pay"). At the meeting, excluding broker non-votes, over 95% of the votes on the matter were cast to approve the Company's executive compensation programs, less than 4% of the votes were cast against, and less than 1% abstained from voting.

The Compensation Committee considered the results of the vote, including the appropriateness of the compensation philosophy and objectives, the role of the Compensation Committee and executive officers in setting compensation, the elements used to achieve the compensation philosophy and objectives and the levels of compensation provided to the named executive officers. Following its review, the Compensation Committee decided to retain the Company's general approach to executive compensation in 2014 and 2015, in part due to the significant majority of stockholders that voted to approve the Company's executive compensation programs at the 2014 annual meeting of stockholders.

Previously, at the Company's 2011 annual meeting of stockholders, the Company held a non-binding stockholder vote at the meeting on whether to hold a Say on Pay vote every one, two or three years. Approximately 12% of the votes on the matter were cast in favor of holding a vote every year, less than one-tenth of 1% were cast in favor of holding a vote every two years, approximately 86% were cast in favor of holding a vote every three years and approximately 2% abstained or constituted a broker non-vote. In line with the results of the vote, the Company will present a Say on Pay vote every three years, the next of which will occur at the Company's 2017 annual meeting of stockholders.

~~COMPENSATION COMMITTEE REPORT~~

The Compensation Committee, which was chaired by Peter R. Formanek from June 2014 to March 2015 and by Donna R. Ecton from March 2015 to present, has reviewed the Compensation Discussion and Analysis for executive compensation for 2015 and discussed that analysis with management. Based on its review and discussions with management, the Compensation Committee recommended to our Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement. This report is submitted by Donna R. Ecton, J. Mark Howell, Lynn Jolliffe and John P. Larson, being all current members of the Compensation Committee, and Peter R. Formanek, who was the Chairman of the Compensation Committee for a portion of 2015.

~~Compensation Committee~~

~~Donna R. Ecton~~~~(Chairman)~~
~~Peter R. Formanek~~
~~J. Mark Howell~~
~~Lynn Jolliffe~~
~~John P. Larson~~

~~Table of Contents~~

~~ANALYSIS OF RISK IN THE COMPANY'S~~
~~COMPENSATION STRUCTURE~~

The Compensation Committee considers the potential risks in our business when designing and administering the Company's pay program, and the Compensation Committee believes its balanced approach to performance measurement and pay delivery works to avoid misaligned incentives for individuals to undertake excessive or inappropriate risk. Further, program administration is subject to considerable internal controls, and when determining the principal outcomes—performance assessments and pay decisions—the Compensation Committee relies on principles of sound governance and good business judgment. As part of its responsibilities to annually review all incentive compensation and equity-based plans, and evaluate whether the compensation arrangements of the Company's employees incentivize unnecessary and excessive risk-taking, the Compensation Committee evaluated the risk profile of all of the Company's compensation policies and practices for 2015.

In its evaluation, the Compensation Committee reviewed the Company's employee compensation structures and noted numerous design elements that manage and mitigate risk without diminishing the incentive nature of the compensation. There is a balanced mix between cash and equity and annual and longer-term incentives. In addition, annual incentive awards and long-term incentive awards granted to executives are tied to corporate performance goals, including Adjusted EBITDA, TSR and Cumulative Adjusted Net Income Per Share. These metrics encourage performance that supports the business as a whole. The executive annual incentive awards include a maximum payout opportunity equal to 150% of target. Our executives are also expected to meet share ownership guidelines in order to align the executives' interests with those of our stockholders. Also, the Company's clawback policy permits the Company to recover incentive compensation paid to an executive officer if the compensation resulted from any financial result or metric impacted by the executive officer's misconduct or fraud. This policy helps to discourage inappropriate risks, as executives will be held accountable for misconduct which is harmful to the Company's financial and reputational health.

The Compensation Committee also reviewed the Company's compensation programs for certain design features that may have the potential to encourage excessive risk-taking, including: over-weighting towards annual incentives, highly leveraged payout curves, unreasonable thresholds and steep payout cliffs at certain performance levels that may encourage short-term business decisions to meet payout thresholds. The Compensation Committee concluded that the Company's compensation programs (i) do not include such elements; or (ii) have implemented features, steps and controls that are designed to limit risks of our compensation arrangements. In light of these analyses, the Compensation Committee concluded that the Company has a balanced pay and performance program that does not encourage excessive risk-taking that is reasonably likely to have a material adverse effect on the Company.

~~Table of Contents~~

~~SUMMARY COMPENSATION TABLE FOR 2015~~

The table below contains information concerning the compensation of our (i) chief executive officer; (ii) chief financial officer; and (iii) each of the three other most highly compensated executive officers who were serving as executive officers as of December 31, 2015.

Name and Principal
Position Year Salary Stock
Awards(1) Option
Awards(2) Non-Equity
Incentive Plan
Compensation(3) All Other
Compensation(4) Total
Jim Hallett,
2015 $900,000 $2,856,908 — $1,023,613 $43,420 $4,823,941

CEO and Chairman
2014 $900,000 $1,477,796 $1,283,066 $1,106,118 $41,340 $4,808,320

2013 $832,320 $4,407,271 — $711,164 $43,399 $5,994,154
Eric Loughmiller,
2015 $450,000 $1,322,651 — $383,855 $37,456 $2,193,962

EVP and CFO
2014 $442,534 $738,898 $641,546 $407,913 $32,026 $2,262,917

2013 $433,857 $2,203,652 — $278,027 $12,270 $2,927,806
Don Gottwald,
2015 $550,000 $727,480 — $625,541 $31,385 $1,934,406

Chief Operating
2014 $523,388 — — $617,391 $29,750 $1,170,529

Officer
2013 $424,483 — — $430,638 $29,358 $884,479
Stéphane St-Hilaire,(5)
2015 $447,937 $476,188 — $553,145 $80,059 $1,557,323

CEO and President
2014 $434,363 $295,582 $256,634 $456,113 $93,051 $1,535,743

of ADESA

John Kett,(6)
2015 $450,000 $476,188 — $481,030 $33,620 $1,440,838

CEO and President

of IAA

~~(1)~~

The amounts reported in this column for 2015 represent the grant date fair value of PRSUs and RSUs granted on February 20, 2015, computed in accordance with ASC 718. See Note 4 to our financial statements for 2015 regarding the assumptions made in determining the grant date fair value. The maximum award that can be earned at the end of the performance period if maximum performance is achieved with respect to the 2015 PRSU awards, based on the grant date value of our common stock, is as follows: Mr. Hallett – $4,285,361; Mr. Loughmiller – $1,983,976; Mr. Gottwald – $1,091,202; Mr. St-Hilaire – $714,264; and Mr. Kett – $714,264.

~~(2)~~

The amounts reported in this column represent the grant date fair value computed in accordance with ASC 718. See Note 4 to our financial statements for 2015 regarding the assumptions made in determining the grant date fair value.

~~(3)~~

~~The amount reported is equal to the amount paid to the named executive officer under the Annual Incentive Program, which is governed by the Omnibus Plan.~~

~~(4)~~

~~The amounts reported for 2015 consist of the following:~~

•: ~~Automobile allowance: Mr. Hallett – $25,000; Mr. Gottwald – $18,000; Mr. Kett – $18,000.~~
•: ~~Cost of providing Company car: Mr. Loughmiller – $19,885; Mr. St-Hilaire – $37,835.~~
•: ~~401(k) or GRRSP matching contributions: Mr. Hallett – $10,600; Mr. Loughmiller – $10,600; Mr. Gottwald – $10,600; Mr. St-Hilaire – $873; Mr. Kett – $10,600.~~
•: ~~Company-paid group term life insurance premiums: Mr. Hallett – $5,940; Mr. Loughmiller – $3,870; Mr. Gottwald – $1,350; Mr. St-Hilaire – $1,033; Mr. Kett – $2,070.~~
•: ~~Relocation and tax assistance: Mr. St-Hilaire – $40,318.~~
•: ~~Executive physicals: Mr. Hallett – $1,880; Mr. Loughmiller – $3,101; Mr. Gottwald – $1,435; Mr. Kett – $2,950.~~

~~Table of Contents~~

~~(5)~~: Mr. St-Hilaire's amounts are denominated in U.S. dollars, but his salary from January 1, 2015 through April 24, 2015 was earned in Canadian dollars. Mr. St-Hilaire's USD$450,000 annual salary was converted to CDN$522,648 using an exchange rate of 1.1614 as of January 2, 2015. From January 1, 2015 through April 24, 2015, he earned CDN$188,762 of his annual salary. After April 24, 2015, Mr. St-Hilaire moved to the U.S. and was paid the rest of his annual salary in the amount of USD$311,538. To sum the two currencies, the Company converted Mt. St-Hilaire's Canadian-paid salary to USD$136,399 using an exchange rate of .7226 as of December 31, 2015, resulting in USD$447,937 in base salary for 2015.

~~Compensation information for 2013 is not provided for Mr. St-Hilaire because he was not a named executive officer in that year.~~
~~(6)~~: ~~Compensation information for 2013 and 2014 is not provided for Mr. Kett because he was not a named executive officer in those years.~~

~~Table of Contents~~

~~GRANTS OF PLAN-BASED AWARDS FOR 2015~~

The following table summarizes the payouts which our named executive officers could have received upon the achievement of certain performance objectives under the Annual Incentive Program and the grants of PRSUs and RSUs made under the Omnibus Plan in 2015. We did not grant any option awards in 2015.

Estimated Future Payouts
under Non-Equity Incentive
Plan Awards(1) Estimated Future Payouts
under Equity Incentive
Plan Awards(2)

Name
(a)
Grant
Date
(b) Threshold
($)(c) Target
($)(d) Maximum
($)(e) Threshold
(#)(f) Target
(#)(g) Maximum
(#)(h) Number of
Securities
Underlying
Restricted Stock
Units
(#)(3)(i) Grant Date
Fair Value
of Stock
Awards
($)(4)(l)
Jim Hallett

—

450,000 900,000 1,350,000

2/20/2015 28,940 57,879 115,758 2,142,681

2/20/2015 19,293 714,227
Eric Loughmiller
— 168,750 337,500 506,250

2/20/2015 13,398 26,796 53,592 991,988

2/20/2015 8,932 330,663
Don Gottwald

—

275,000 550,000 825,000

2/20/2015 7,369 14,738 29,476 545,601

2/20/2015 4,913 181,879
Stéphane St-Hilaire(5)
— 225,000 450,000 675,000

2/20/2015 4,824 9,647 19,294 357,132

2/20/2015 3,216 119,056
John Kett

—

225,000 450,000 675,000

2/20/2015 4,824 9,647 19,294 357,132

2/20/2015 3,216 119,056

~~(1)~~: Columns (c), (d) and (e) include the potential awards for performance at the threshold, target and maximum ("superior") levels, respectively, under the Annual Incentive Program. See, "Compensation Discussion and Analysis—Elements Used to Achieve Compensation Philosophy and Objectives—Annual Cash Incentive Programs" for further information on the terms of the Annual Incentive Program.
~~(2)~~: Columns (f), (g) and (h) include the potential number of PRSUs which may be earned for performance at the threshold, target and maximum levels, respectively. These awards vest if and to the extent that the Company's Cumulative Adjusted Net Income Per Share exceeds certain levels over the three-year period beginning on January 1, 2015.
~~(3)~~: Column (i) includes the number of RSUs granted in 2015. These awards vest ratably on each of the first three anniversaries of the grant date subject to the executive's continued employment with the Company and provided that the Company achieves $100 million in adjusted net income in its 2015 fiscal year (as reported by the Company and which condition was satisfied).
~~(4)~~: The amounts reported in this column represent the grant date fair value of awards granted on February 20, 2015, computed in accordance with ASC 718. See Note 4 to our financial statements for 2015 regarding the assumptions made in determining the grant date fair value.
~~(5)~~: Mr. St-Hilaire's base salary and annual incentive award is denominated in U.S. dollars. For 2015, his annual incentive award was paid partially in Canadian dollars and partially in U.S. dollars, because he moved onto our U.S. payroll mid-year.

Additional information concerning our cash and equity incentive plans may be found in the sections titled "Compensation Discussion and Analysis—Elements Used to Achieve Compensation Philosophy and Objectives—Annual Cash Incentive Programs" and "Long-Term Incentive Opportunities," respectively.

~~Table of Contents~~

~~OUTSTANDING EQUITY AWARDS~~
~~AT FISCAL YEAR-END 2015~~

Option Awards Stock Awards
Name
(a) Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable
(b) Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable
(c) Equity
Incentive
Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options (#)
(d) Option
Exercise
Price ($)
(e) Option
Expiration
Date
(f) Equity
Incentive
Plan
Awards:
Number of
Unearned
Shares,
Units or
Other
Rights
that have
Not Vested
(#)
(i) Equity
Incentive
Plan
Awards:
Market or
Payout
Value of
Unearned
Shares,
Units or
Other Rights
that have
Not Vested
($)
(j)
Jim Hallett
37,500 13.46 03/01/2020

112,500 13.46 03/01/2020

48,601 145,803(1) 30.89 02/27/2024

268,818(2) 9,954,331(2)

43,832(3) 1,623,099(3)

43,832(4) 1,623,099(4)

115,758(5) 4,286,519(5)

19,293(6) 714,420(6)
Eric Loughmiller
24,301 72,903(1) 30.89 02/27/2024

134,410(2) 4,977,202(2)

21,916(3) 811,549(3)

21,916(4) 811,549(4)

53,592(5) 1,984,512(5)

8,932(6) 330,752(6)
Don Gottwald
165,000 10.00 05/06/2019

29,476(5) 1,091,496(5)

4,913(6) 181,928(6)
Stéphane St-Hilaire
59,355 10.00 08/20/2017

5,598 13.46 03/01/2020

67,170 13.46 03/01/2020

9,721 29,163(1) 30.89 02/27/2024

8,768(3) 324,679(3)

8,766(4) 324,605(4)

19,294(5) 714,457(5)

3,216(6) 119,088(6)
John Kett
28,661 10.00 08/20/2017

56,585 10.00 08/20/2017

19,294(5) 714,457(5)

3,216(6) 119,088(6)

~~(1)~~: ~~These service options were granted on February 27, 2014 and vest ratably on each of the first four anniversaries of the date of grant.~~
~~(2)~~: The total amounts and values in columns (i) and (j) equal the total number of PRSUs granted on December 13, 2013 that may be earned and vest based on the extent to which the Company's total stockholder return relative to that of companies within the S&P 500 Index exceeds certain levels over a three-year period, at the maximum level,

~~Table of Contents~~

held by each named executive officer multiplied by the market price of Company common stock at the close of the last trading day in 2015, which was $37.03 per share. In calculating the number of PRSUs and their value, we are required by SEC rules to compare our performance through 2015 under the PRSU grants against the threshold, target and maximum performance levels for the grant and report in these columns the applicable potential share number and payout amount. If the performance is between levels, we are required to report the potential payout at the next highest level. Through December 31, 2015, we exceeded target levels of total stockholder return relative to that of companies within the S&P 500 Index and have accordingly reported the PRSUs at the maximum award level.

~~(3)~~: The total amounts and values in columns (i) and (j) equal the total number of PRSUs granted on February 27, 2014 that may be earned and vest based on the extent to which the Company's total stockholder return relative to that of companies within the S&P 500 Index exceeds certain levels over a three-year period, at the maximum level, held by each named executive officer multiplied by the market price of Company common stock at the close of the last trading day in 2015, which was $37.03 per share. In calculating the number of PRSUs and their value, we are required by SEC rules to compare our performance through 2015 under the PRSU grants against the threshold, target and maximum performance levels for the grant and report in these columns the applicable potential share number and payout amount. If the performance is between levels, we are required to report the potential payout at the next highest level. Through December 31, 2015, we exceeded target levels of total stockholder return relative to that of companies within the S&P 500 Index and have accordingly reported the PRSUs at the maximum award level.
~~(4)~~: The total amounts and values in columns (i) and (j) equal the total number of PRSUs granted on February 27, 2014 that may be earned and vest based on the Company's Cumulative Adjusted Net Income Per Share performance over a three-year period, at the maximum level, held by each Named Executive Officer multiplied by the market price of Company common stock at the close of the last trading day in 2015, which was $37.03 per share. In calculating the number of PRSUs and their value, we are required by SEC rules to compare our performance through 2015 under the PRSU grants against the threshold, target and maximum performance levels for the grant and report in these columns the applicable potential share number and payout amount. If the performance is between levels, we are required to report the potential payout at the next highest level. Through December 31, 2015, we exceeded target levels of Cumulative Adjusted Net Income Per Share performance and have accordingly reported the PRSUs at the maximum award level.
~~(5)~~: The total amounts and values in columns (i) and (j) equal the total number of PRSUs granted on February 20, 2015 that may be earned and vest based on the Company's Cumulative Adjusted Net Income Per Share performance over a three-year period, at the maximum level, held by each named executive officer multiplied by the market price of Company common stock at the close of the last trading day in 2015, which was $37.03 per share. In calculating the number of PRSUs and their value, we are required by SEC rules to compare our performance through 2015 under the PRSU grants against the threshold, target and maximum performance levels for the grant and report in these columns the applicable potential share number and payout amount. If the performance is between levels, we are required to report the potential payout at the next highest level. Through December 31, 2015, we exceeded target levels of Cumulative Adjusted Net Income Per Share performance and have accordingly reported the PRSUs at the maximum award level.
~~(6)~~: The total amounts and values in columns (i) and (j) equal the total number of RSUs granted on February 20, 2015 that vest ratably on each of the first three anniversaries of the grant date during the named executive officer's continued employment with the Company through each such anniversary, multiplied by the market price of Company common stock at the close of the last trading day in 2015, which was $37.03 per share.

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~~OPTION EXERCISES DURING FISCAL YEAR 2015~~

Option Awards
Name
(a)
Number of Shares
Acquired on
Exercise (#)
(b) Value Realized
on Exercise ($)
(c)
Jim Hallett
— —
Eric Loughmiller
— —
Don Gottwald
28,270 780,414
Stéphane St-Hilaire
— —
John Kett
75,000 2,066,000

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~~POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL~~

The following is a discussion of the treatment of equity-based awards held by our named executive officers and annual cash incentive awards due to our named executive officers upon certain types of employment terminations or the occurrence of a change in control of the Company. For a discussion of our named executive officers' severance payments and the treatment of their annual cash incentive awards that may become due upon certain types of employment terminations pursuant to their employment agreements, see "Employment Agreements with Named Executive Officers" below.

~~EQUITY-BASED AWARDS—STOCK INCENTIVE PLAN~~
~~AND OMNIBUS PLAN~~

To the extent a named executive officer's employment agreement does not provide otherwise, the Stock Incentive Plan and the Omnibus Plan (and the related award agreements thereunder) provide for the following treatment of stock options and other equity awards issued pursuant to the plans upon the termination of employment scenarios or a change in control, as set forth below. As a result of the Stock Incentive Plan being frozen by the Company on December 10, 2009, no additional stock options will be granted under this plan. Since December 10, 2009, all grants of stock options and other equity awards have been and will be made pursuant to the terms of the Omnibus Plan. For RSU and PRSU awards granted on and after January 1, 2016, participants who achieve an Early Retirement Date will receive pro rata vesting of RSUs and PRSUs (subject to achievement of performance conditions) based on the number of months worked through their Early Retirement Date plus a credit of an additional 12 months (i.e., "pro rata plus 12 months"). "Early Retirement Date" will mean the date of the executive's voluntary termination of employment after attaining a combination of years of age and service with the Company and its affiliates of at least 70, with a minimum age of 60.

~~Termination or Change in Control Scenario~~

~~Award~~
~~Type~~

~~Voluntary~~
~~Termination~~

~~Termination~~
~~by the Company~~
~~for Cause~~

~~Death, Disability~~
~~or Retirement~~

~~Termination~~
~~without Cause or~~
~~for Good Reason~~

~~Effect of~~
~~Change in Control~~
~~or Exit Event~~

Unless otherwise specified in an award agreement, all unvested equity-based awards under the Stock Incentive Plan and the Omnibus Plan will be forfeited upon a termination of employment for any reason.

~~Options~~

~~Omnibus Plan:~~
~~Voluntary resignation: vested options remain exercisable for 90 days (or until earlier expiration date).~~

~~For Cause: all vested and unvested options are cancelled.~~

~~Stock Incentive Plan:~~ ~~All vested and unvested options are cancelled.~~

~~All vested options remain exercisable for one year (or until earlier expiration date).~~

~~In the event of death or disability, all unvested options vest in full, with performance awards remaining subject to achievement of goals.~~

~~Unless otherwise specified in an award agreement, vested options remain exercisable for 90 days (or until earlier expiration date).~~

~~Single trigger vesting with committee discretion to cash out or substitute with successor company awards.~~

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~~Termination or Change in Control Scenario~~

~~Award~~
~~Type~~

~~Voluntary~~
~~Termination~~

~~Termination~~
~~by the Company~~
~~for Cause~~

~~Death, Disability~~
~~or Retirement~~

~~Termination~~
~~without Cause or~~
~~for Good Reason~~

~~Effect of~~
~~Change in Control~~
~~or Exit Event~~

~~2013 PRSUs~~

~~2014 TSR PRSUs~~

~~2014 CANIPS PRSUs~~

~~2015 PRSUs~~

~~Automatic forfeiture.~~

~~Without Cause, for Good Reason, Retirement:~~ ~~Prorated portion of the PRSUs based on the Company's actual performance during the performance period and the number of full months he/she was employed during such performance period.~~

~~Death or Disability:~~ ~~Full vesting of PRSU award based on the Company's actual performance during the performance period.~~

~~2013 PRSUs, 2014 TSR PRSUS:~~ ~~Double trigger vesting based on actual performance through date of Change in Control.~~

~~2014 CANIPS PRSUs:~~ ~~Double trigger vesting at target.~~

~~2015 PRSUs:~~ ~~Single trigger vesting at target.~~

~~2015 RSUs~~

~~Voluntary Termination (with or without Good Reason), Retirement or Termination by the Company (for Cause or without Cause):~~ ~~Forfeiture of any unvested 2015 RSUs.~~

~~Death or Disability:~~ ~~Full vesting of any unvested 2015 RSUs.~~

~~Single trigger vesting if adjusted net income goal is attained.~~

Unless specified otherwise in a named executive officer's employment agreement, the termination of a named executive officer's employment with the Company or any subsidiary shall be deemed to be for "cause" under the Omnibus Plan and the Stock Incentive Plan upon any of the following events: (i) the refusal or neglect of the named executive officer to perform substantially his employment-related duties; (ii) the named executive officer's personal dishonesty, incompetence, willful misconduct, or breach of fiduciary duty; (iii) the named executive officer's indictment for, conviction of, or entering a plea of guilty or~~nolo contendere~~ to a crime constituting a felony or his willful violation of any applicable law; (iv) the named executive officer's failure to reasonably cooperate, following a request to do so by the Company or any subsidiary, in any internal or governmental investigation; or (v) the named executive officer's material breach of any written covenant or agreement not to disclose any information pertaining to the Company or any subsidiary or not to compete or interfere with the Company or any subsidiary.

Unless specified otherwise in a named executive officer's employment agreement, the termination of a named executive officer's employment with the Company or any subsidiary shall be deemed to be for "good reason" under the Stock Incentive Plan if such named executive officer voluntarily terminates his or her employment with the Company or any subsidiary as a result of (i) the Company or any subsidiary significantly reducing the named executive officer's current salary without the named executive officer's prior written consent; or (ii) the Company or any subsidiary taking any action that would substantially diminish the aggregate value of the benefits provided to the named executive officer under the Company's or such subsidiary's accident, disability, life insurance, or any other employee benefit plans in which the named executive officer participates. The Omnibus Plan does not provide a default "good reason" definition in the event such term is not specified in a named executive officer's employment agreement.

TABLE OF CONTENTS

~~Table of Contents~~

RELATED PERSON TRANSACTIONS

~~ANNUAL CASH INCENTIVE AWARDS—OMNIBUS PLAN~~

~~Termination or Change in Control Scenario~~

~~Voluntary~~
~~Termination~~

~~Termination~~
~~by the Company~~
~~for Cause~~

~~Death, Disability~~
~~or Retirement~~

��

~~Termination~~
~~without Cause or~~
~~for Good Reason~~

~~Effect of~~
~~Change in Control~~
~~or Exit Event~~

~~Death, Disability, Voluntary Termination (with or without Good Reason) or Termination by the Company (for Cause or without Cause):~~ Annual cash incentive awards are treated as described in the executive's employment agreement with the Company, to the extent applicable. See "Employment Agreements with Named Executive Officers" above for more information.

~~Retirement:~~ ~~Unless otherwise specified in an employment agreement, executive receives pro-rated amount of incentive award based on actual performance for the performance period.~~

~~Unless otherwise determined by the administrator of the Omnibus Plan or as evidenced in an award agreement, pro rata payment based on actual performance, in the administrator's discretion.~~

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~~POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL—TABLE~~

The amounts in the table below assume that the termination and/or change in control, as applicable, was effective as of December 31, 2015, the last business day of the prior fiscal year, and that the respective named executive officers exercised all options and/or received cash in exchange for vested PRSUs and RSUs at such time. The table is merely an illustrative example of the impact of a hypothetical termination of employment or change in control. The amounts that would actually be paid upon a termination of employment can only be determined at the time of such termination, based on the facts and circumstances then prevailing.

Named Executive Officer
and
Triggering Event Cash
Severance Non-
Equity
Incentive
Pay (1) Stock
Options
(2) PRSUs
(3) RSUs
(4) Excise
Tax
Gross-
Up (5) Life
Insurance
(6) Total

Jim Hallett

•
Death
— $ 1,023,613 $ 895,230 $ 9,273,962 $ 714,420 — $ 800,000 $ 12,707,225
•
Disability (7)
— $ 1,023,613 $ 895,230 $ 9,273,962 $ 714,420 — — $ 11,907,225
•
Retirement (8)
— $ 1,023,613 — — — — — $ 1,023,613
•
Voluntary / for Cause
— — — — — — — —
•
Termination w/o Cause or for Good Reason
$ 3,600,000  (9) $ 1,023,613 — $ 5,398,808 — — — $ 10,022,421
•
CIC (single trigger)
— $ 1,023,613 $ 895,230 $ 2,207,591 $ 714,420 — — $ 4,840,854
•
Termination after CIC (double trigger)
$ 3,600,000  (9) $ 1,023,613 $ 895,230 $ 9,273,962 $ 714,420 $ 4,085,563 — $ 19,592,788

Eric Loughmiller

•
Death
$ 13,560 (10) $ 383,855 $ 447,624 $ 4,555,245 $ 330,752 — $ 800,000 $ 6,531,056
•
Disability (7)
$ 13,560 (10) $ 383,855 $ 447,624 $ 4,555,245 $ 330,752 — — $ 5,731,036
•
Retirement (8)
— — — — — — — —
•
Voluntary / for Cause
— — — — — — — — —
•
Termination w/o Cause or for Good Reason
$ 801,060  (9) $ 383,855 — $ 2,419,991 — — — $ 3,604,906
•
CIC (single trigger)
— $ 383,855 $ 447,624 $ 1,022,039 $ 330,752 — — $ 2,184,270
•
Termination after CIC (double trigger)
$ 801,060  (9) $ 383,855 $ 447,624 $ 4,555,245 $ 330,752 — — $ 6,518,536

Don Gottwald

•
Death
$ 19,644 (10) $ 625,541 — $ 562,129 $ 181,928 — $ 800,000 $ 2,189,242
•
Disability (7)
$ 19,644 (10) $ 625,541 — $ 562,129 $ 181,928 — — $ 1,389,242
•
Retirement (8)
— — — — — — — —
•
Voluntary / for Cause
— — — — — — — —
•
Termination w/o Cause or for Good Reason
$ 1,119,644  (9) $ 625,541 — $ 187,376 — — — $ 1,932,561
•
CIC (single trigger)
— $ 625,541 — $ 562,129 $ 181,928 — — $ 1,369,598
•
Termination after CIC (double trigger)
$ 1,119,644  (9) $ 625,541 — $ 562,129 $ 181,928 — — $ 2,489,242

Stéphane St-Hilaire

•
Death
$ 13,560 (10) $ 553,145 $ 179,061 $ 713,356 $ 119,088 — $ 800,000 $ 2,378,210
•
Disability (7)
$ 13,560 (10) $ 553,145 $ 179,061 $ 713,356 $ 119,088 — — $ 1,578,210
•
Retirement (8)
— — — — — — — —
•
Voluntary / for Cause
— — — — — — — —
•
Termination w/o Cause or for Good Reason
$ 913,560  (9) $ 553,145 — $ 343,324 — — — $ 1,810,029
•
CIC (single trigger)
— $ 553,145 $ 179,061 $ 367,951 $ 119,088 — — $ 1,219,245
•
Termination after CIC (double trigger)
$ 913,560  (9) $ 553,145 $ 179,061 $ 713,356 $ 119,088 — — $ 2,478,210

John Kett

•
Death
$ 19,366 (10) $ 481,030 — $ 367,951 $ 119,088 — $ 800,000 $ 1,787,435
•
Disability (7)
$ 19,366 (10) $ 481,030 — $ 367,951 $ 119,088 — — $ 987,435
•
Retirement (8)
— — — — — — — —
•
Voluntary / for Cause
— — — — — — — —
•
Termination w/o Cause or for Good Reason
$ 919,366  (9) $ 481,030 — $ 122,650 — — — $ 1,523,046
•
CIC (single trigger)
— $ 481,030 — $ 367,951 $ 119,088 — — $ 968,069
•
Termination after CIC (double trigger)
$ 919,366  (9) $ 481,030 — $ 367,951 $ 119,088 — — $ 1,887,435

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~~Footnotes to Potential Payments Upon Termination or Change in Control Table~~

~~(1)~~: The amounts reported are equal to the full amount of the named executive officer's 2015 annual bonus (a December 31, 2015 termination results in a 100% payout, whereas a termination on any other date would result in a prorated amount, assuming payment upon a change in control), payable under the terms of such officer's employment agreement or the Omnibus Plan, as applicable.
~~(2)~~: The amounts reported assume a Company common stock price of $37.03, which was the closing price on December 31, 2015. Messrs. Kett and Gottwald did not have any outstanding, unvested options as of such date.
~~(3)~~: The amounts reported assume a Company common stock price of $37.03, which was the closing price on December 31, 2015. In the event that a named executive officer is terminated without Cause or resigns for Good Reason (each as defined in the applicable employment agreement), or such officer terminates employment due to his death, Disability or Retirement (each as defined in the Omnibus Plan), he would be entitled to receive, at the same time as active Company employees, a prorated portion of the 2013, 2014 and/or 2015 PRSUs based on the Company's actual performance during each performance period and the number of full months he was employed during each such performance period. Therefore, assuming a termination without Cause, resignation for Good Reason, or the named executive officer's death, Disability or Retirement as of December 31, 2015, (i) Messrs. Hallett and Loughmiller would be entitled to 24/36ths of the 2013 PRSUs and 2014 CANIPS PRSUs, 22/36ths of the 2014 TSR PRSUs and 12/36ths of the 2015 PRSUs; (ii) Mr. St-Hilaire would be entitled to 24/36ths of the 2014 CANIPS PRSUs, 22/36ths of the 2014 TSR PRSUs and 12/36ths of the 2015 PRSUs; and (iii) Messrs. Kett and Gottwald would be entitled to 12/36ths of the 2015 PRSUs; in each case, based on actual performance. The amounts disclosed in the table assume performance at the target level.
: If a Change in Control (as defined in the Omnibus Plan) occurs prior to the termination of such officer's employment, assuming a Change in Control date of December 31, 2015, he would be entitled to receive immediate vesting and payout of the target number of 2015 PRSUs, without proration.
: If Messrs. Hallett, Loughmiller or St-Hilaire are terminated without Cause or resign for Good Reason after the consummation of a Change in Control but before the 2013 and/or 2014 PRSUs vest, then, assuming performance at the target level: (i) Messrs. Hallett and Loughmiller would be entitled to receive (a) the full number of 2013 PRSUs earned based on actual performance from December 13, 2013 until the Change in Control date of December 31, 2015, (b) the full number of 2014 TSR PRSUs earned based on actual performance from January 1, 2014 until the Change in Control date of December 31, 2015, and (c) the target number of 2014 CANIPS PRSUs; and (ii) Mr. St-Hilaire would be entitled to receive (a) the full number of 2014 TSR PRSUs earned based on actual performance from January 1, 2014 until the Change in Control date of December 31, 2015, and (b) the target number of 2014 CANIPS PRSUs.
~~(4)~~: The amounts reported assume a Company common stock price of $37.03, which was the closing price on December 31, 2015. In the event a named executive officer's employment is terminated for any reason prior to a Change in Control, such officer would forfeit the unvested portion of his 2015 RSU award. Therefore, assuming a termination date of December 31, 2015 prior to a Change in Control, each named executive officer would forfeit his entire 2015 RSU award, because no portion of such award would be vested as of such date. If a Change in Control occurs prior to the termination of such officer's employment, assuming a Change in Control date of December 31, 2015, he would be entitled to receive immediate vesting and payout of the unvested portion of his 2015 RSU award as of the Change in Control.
~~(5)~~: This calculation was made using conservative assumptions, not taking into account any reductions in parachute payments attributable to reasonable compensation payable before or after a Change in Control and not assigning any value to Mr. Hallett's non-compete obligations. Actual excise tax amounts and tax gross-up payments, if any, would be calculated at the time of an actual Change in Control based on all factors and assumptions applicable at that time. No other named executive officer is entitled to an excise tax gross-up.
~~(6)~~: ~~Under the Group Term Life Policy, each named executive officer's designated beneficiary is entitled to a payment in an amount equal to two times his annual salary, not exceeding $800,000.~~
~~(7)~~: ~~Long-term disability is a Company-paid benefit for all employees and only paid after six months on short-term disability. The benefit is 66.67% of base pay capped at $15,000 per month.~~

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~~(8)~~: Pursuant to the terms of his employment agreement, Mr. Hallett would be entitled to a prorated payout of his 2015 annual bonus (the full bonus for a termination date of December 31, 2015) upon his "retirement" (i.e., a voluntary termination of his employment, provided that he announces his retirement at least 12 months prior to such termination). Assuming a "retirement" date of December 31, 2015, Mr. Hallett would not have been entitled to receive accelerated vesting of any equity awards, because he had not met the requirements for a Retirement under the Omnibus Plan as of such date (he had not reached the age of 65).
: Messrs. Loughmiller, St-Hilaire and Kett had not satisfied the Retirement requirements under the Omnibus Plan as of December 31, 2015 (i.e., none had reached the age of 65), and thus, they would not have been entitled to a prorated payout of their annual bonuses or accelerated vesting of their equity for a Retirement as of such date.
~~(9)~~: These amounts are equal to (i) for Mr. Hallett, (a) two times the sum of Mr. Hallett's current annual base salary ($900,000 as of December 31, 2015) and 2015 target bonus amount; and (b) COBRA premium payments for 18 months (because Mr. Hallett did not participate in our group health plans as of December 31, 2015, no COBRA premium amount is included in the figures above); and (ii) for all other named executive officers, (a) one times the sum of the officer's current annual base salary ($450,000 for each of Messrs. Loughmiller, St-Hilaire and Kett; $550,000 for Mr. Gottwald) and 2015 target bonus amount; and (b) COBRA premium payments for 12 months.
~~(10)~~: Under the terms of each named executive officer's employment agreement, he (or his estate) would be entitled to COBRA premium payments for 12 months in the event of his death or Disability. Mr. Hallett (or his estate) would be entitled to COBRA premium payments for 18 months in the event of his death or Disability, but would not have received this benefit with respect to a termination occurring on December 31, 2015 because he did not participate in our group health plans as of such date.

~~EMPLOYMENT AGREEMENTS WITH NAMED EXECUTIVE OFFICERS~~

~~Each of our named executive officers has an employment agreement with the Company. A summary of each of the agreements is provided below.~~

~~CEO~~

~~Mr. Hallett's employment agreement, which became effective as of February 27, 2012, provides for the following severance and change of control payments:~~

~~Termination Due to Mr. Hallett's Death or Disability.~~ If Mr. Hallett's employment is terminated as a result of his death or disability, we will pay Mr. Hallett, or in the case of his death, Mr. Hallett's estate or beneficiaries, an amount equal to the sum of (i) any accrued but unpaid base salary and accrued but unused vacation days; (ii) any earned and vested benefits and payments pursuant to the terms of any benefit plan (collectively, the amounts described in (i) and (ii) above are, the "Accrued Obligations"); and (iii) subject to Mr. Hallett or his estate executing a general release of any claims that he may have against the Company (the "Release"), any annual bonus for a prior completed calendar year that has not yet been calculated or paid to Mr. Hallett (the "Earned but Unpaid Bonus").

In addition, if Mr. Hallett is participating in the health plans of the Company at the time of his termination, we will pay him, or in the case of his death, his estate or beneficiaries, his or their premiums attributable to maintaining insurance coverage under COBRA for the shorter of (i) 18 months; or (ii) until Mr. Hallett becomes eligible for comparable coverage under the health plans of another employer (the "Continued Benefits"). Subject to receipt and effectiveness of the Release, we also will pay Mr. Hallett, or his estate or beneficiaries, a prorated bonus based upon the portion of the year during which Mr. Hallett was employed by us (the "Prorated Bonus").

For purposes of Mr. Hallett's employment agreement, "disability" means a "Total Disability" (or equivalent) as defined in the Company's long term disability plan in effect at the time of the disability.

~~Termination by the Company for Cause.~~ ~~Following a majority vote of the Board of Directors (excluding Mr. Hallett or any other employee of the Company), we may terminate Mr. Hallett's employment at any time for~~

~~Table of Contents~~

~~"Cause." In such event, our only obligation to Mr. Hallett would be the payment, in a lump sum, of Mr. Hallett's Accrued Obligations.~~

"Cause" is defined in the employment agreement to mean (i) Mr. Hallett's willful, continued and uncured failure to perform substantially his duties under the employment agreement for a period of 14 days following notice to Mr. Hallett of such failure; (ii) Mr. Hallett engaging in illegal conduct or gross misconduct that is demonstrably likely to lead to material injury to the Company; (iii) Mr. Hallett's indictment or conviction of, or plea of~~nolo contendere~~ to, a crime constituting a felony or any other crime involving moral turpitude; or (iv) Mr. Hallett's failure to comply with the provisions of the employment agreement relating to confidential information, intellectual property, non-competition and non-solicitation which is not cured within the 14 day period following written notice to Mr. Hallett of such failure.

~~Termination by the Company Without Cause.~~ Mr. Hallett's employment may be terminated without Cause at any time upon 30 days' prior written notice. In the event of a termination without Cause, the Company will pay Mr. Hallett the following "Severance Benefits": (i) two times the sum of Mr. Hallett's (a) annual base salary and (b) target bonus for the year in which termination occurs which, for this purpose, shall not equal less than 100% of Mr. Hallett's base salary; (ii) a Prorated Bonus in a lump sum; and (iii) the Continued Benefits. In addition to the Severance Benefits described above, we will also pay Mr. Hallett the Accrued Obligations and any Earned but Unpaid Bonus.

~~Termination by Mr. Hallett for Good Reason.~~ Mr. Hallett may terminate his employment for "Good Reason" within 90 days following the occurrence of an event constituting "Good Reason," if such event remains uncured for a period of 30 days following notice of the event by Mr. Hallett to the Company. Upon such termination, the Company will pay Mr. Hallett the sum of the Severance Benefits, the Accrued Obligations and any Earned but Unpaid Bonus.

~~"Good Reason" is defined in the employment agreement to mean the occurrence of any of the following:~~

•: A material reduction of Mr. Hallett's authority, duties and responsibilities, or the assignment to Mr. Hallett of duties materially inconsistent with Mr. Hallett's position as Chief Executive Officer;
•: A requirement by the Company that Mr. Hallett relocate his principal business location to a location more than 50 miles from the Company's executive offices as of the effective date of the employment agreement;
•: ~~Any material failure by the Company to comply with any of the terms and conditions of the employment agreement;~~
•: ~~Any failure to timely pay or provide Mr. Hallett's base salary, or any reduction in Mr. Hallett's base salary below $816,000, other than in connection with across-the-board salary reductions;~~
•: ~~Any material reduction in Mr. Hallett's base salary or annual bonus opportunity; or~~
•: A "Change of Control," defined by reference to the term "Change in Control" used the Omnibus Plan, occurs and, if applicable, the Company fails to cause its successor to assume or reaffirm the Company's obligations under the employment agreement without change.

~~Termination by Mr. Hallett without Good Reason.~~ Mr. Hallett may terminate his employment under the employment agreement at any time without Good Reason upon 30 days' prior written notice. In such event, we will pay Mr. Hallett a lump sum amount equal to the Accrued Obligations.

~~Termination by Mr. Hallett upon Retirement.~~ Mr. Hallett may voluntarily terminate his employment under the employment agreement due to retirement by announcing his retirement at least 12 months prior to such termination. In the event of such a termination, we will pay Mr. Hallett a lump sum amount equal to the Accrued Obligations and a Prorated Bonus.

~~Excise Tax Gross-Up.~~ As described above in "Compensation Policies and Other Information—Tax and Accounting Considerations—Employment Agreements," Mr. Hallett's employment agreement provides that in the event that any payment or benefit in connection with his employment is or becomes subject to an excise tax under Code Section 4999, the Company will make a cash payment to Mr. Hallett, which after the imposition of all income, employment, excise and other taxes thereon as well as any penalty and interest assessments associated therewith, will be sufficient to place Mr. Hallett in the same after-tax position as he would have been in had such excise tax not applied. However, in the event that a reduction of the total payments due to Mr. Hallett would avoid the application of the excise tax, then the total payments will be reduced to the extent

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~~necessary to avoid the excise tax, but in no event by more than 10% of the original amount of the total payments due.~~

~~Requirements With Respect to Non-Competition and Non-Solicitation.~~ Upon a termination of employment for any reason, Mr. Hallett is subject to the following two year post-termination restrictive covenants (except in the case of retirement): (i) non-competition restrictions; and (ii) non-solicitation of Company employees and customers.

~~Other Named Executive Officers~~

The Company has entered into substantially similar employment agreements with Messrs. Loughmiller, Gottwald St-Hilaire and Kett, providing for their at-will employment and the following severance and change of control payments.

~~Termination Due to Death or Disability.~~ If Messrs. Loughmiller, Gottwald, St-Hilaire or Kett terminates his employment due to death or disability, the Company will be obligated to pay to the executive (or his legal representatives) an amount equal to the sum of (i) any earned but unpaid base salary; (ii) accrued but unpaid vacation earned through the date of termination; (iii) unreimbursed business expenses; and (iv) any vested employee benefits. The aggregate of the foregoing is referred to as the "Accrued Obligations." In addition, the executive or his estate/beneficiaries would be entitled to receive (i) COBRA premium payments for 12 months or until the executive becomes eligible for coverage under another employer's health plan, if the executive is participating in the Company's health plans on the date of such termination of employment, (the "Continued Benefits"); (ii) the prorated portion of his annual bonus for the calendar year in which such termination of employment occurred, calculated based on the executive's actual performance and based on the number of days the executive was employed by the Company during such calendar year; and (iii) a payment equal to the amount of any annual bonus which has been earned in a prior year but which has not yet been paid to the executive (the "Earned but Unpaid Bonus").

~~For purposes of their employment agreements, "disability" means a "Total Disability" (or equivalent) as defined in the Company's long term disability plan in effect at the time of the disability.~~

~~Voluntary Termination or Termination for Cause.~~ If Messrs. Loughmiller, Gottwald, St-Hilaire or Kett voluntarily terminates his employment or if the Company terminates his employment for Cause, the Company's sole obligation will be to pay him the Accrued Obligations. For purposes of their employment agreements, "Cause" means the (i) executive's willful, continued and uncured failure to perform substantially their duties under the agreement (other than any such failure resulting from incapacity due to medically documented illness or injury) for a period of 14 days following written notice by the Company to the executive of such failure; (ii) executive engaging in illegal conduct or gross misconduct that is demonstrably likely to lead to material injury to the Company, monetarily or otherwise; (iii) executive's indictment or conviction of, or plea of~~nolo contendere~~ to, a crime constituting a felony or any other crime involving moral turpitude; or (iv) executive's violation of the restrictive covenants under the agreement or any other covenants owed to the Company by executive.

~~Termination Without Cause or Resignation for Good Reason.~~ In the event Messrs. Loughmiller, Gottwald, St-Hilaire or Kett is terminated by the Company without Cause or such executive resigns for Good Reason, the executive would be entitled to receive, subject to execution and non-revocation of a release of claims, (i) a lump sum cash payment equal to the sum of his annual base salary plus target annual bonus for the year in which such termination of employment occurs; (ii) the Continued Benefits; and (iii) the Earned but Unpaid Bonus. For purposes of their employment agreements, "Good Reason" means (i) any material reduction of the executive's authority, duties and responsibilities; (ii) any material failure by the Company to comply with any of the terms and conditions of the agreement; (iii) any failure to timely pay or provide the executive's base salary, or any reduction in the executive's base salary, excluding any base salary reduction made in connection with across the board salary reductions; (iv) the requirement by the Company that the executive relocate his principal business location to a location more than 50 miles from the executive's principal base of operation as of the effective date of the agreement; or (v) a Change of Control occurs and, if applicable, the Company fails to cause its successor (whether by purchase, merger, consolidation or otherwise) to assume or reaffirm the

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~~Company's obligations under the agreement without change. For purposes of the foregoing, "Change of Control" has the same meaning as the term "Change in Control" under the Omnibus Plan.~~

~~Requirements With Respect to Non-Competition and Non-Solicitation.~~ Upon a termination of employment for any reason, Messrs. Loughmiller, Gottwald, St-Hilaire and Kett are subject to the following one year post-termination restrictive covenants: (i) non-competition restrictions; and (ii) non-solicitation of Company employees and customers.

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~~CERTAIN RELATED PARTY RELATIONSHIPS~~


REVIEW AND APPROVAL OF TRANSACTIONS WITH RELATED PERSONS

Pursuant to our written related ~~party~~person transactions policy, the Company reviews relationships and transactions in which the Company, or one of its business units, and our directors and executive officers or their immediate family members are participants to determine whether such persons have a direct or indirect material interest.

In the course of the review and approval of a related ~~party~~person transaction, the Board ~~of Directors~~ or the Audit Committee may consider the following factors:

•

the nature of the related ~~person's~~person’s interest in the transaction;

•

the material terms of the transaction, including, without limitation, the amount and type of transaction;

•

the importance of the transaction to the related person;

•

the importance of the transaction to the Company;

•

whether the transaction would impair the judgment of a director or executive officer to act in our best interest; and

•

any other matters that we deem appropriate.

Transactions in which the amount involved exceeds $120,000 in which the Company, or one of its business units, was a participant and a related person had a direct or indirect material interest are required to be disclosed in this proxy statement. ~~There~~Justin Davis, President of BacklotCars, has a brother, Ryan Davis, who served as Chief Strategy Officer of BacklotCars during 2022 and earned approximately $550,843 in total compensation. Further, in August 2022 the Company engaged Mr. Fisher’s consulting firm, Tack Iron LLC, to provide consulting services with respect to a data center migration project. During 2022, the Company paid Tack Iron LLC $250,000 in consulting fees. Except for the employment of Mr. Ryan Davis, the engagement of Tack Iron LLC, and the transactions set forth below, there were ~~not any such~~no related ~~party~~person transactions identified since January 1, 2022.

Series A Preferred Stock

On June 10, 2020, we issued 500,000 shares of Series A Preferred Stock to Ignition Acquisition Holdings LP, a Delaware limited partnership and affiliate fund of Apax, for ~~2015.~~

an aggregate purchase price of $500 million, or $1,000 per share, in a private offering pursuant to the Investment Agreement, dated as of May 26, 2020, by and between the Company and the Apax Investor, an affiliate of Ignition Acquisition Holdings LP (the “Apax Investment Agreement”). On June 10, 2020 and June 29, 2020, we issued an aggregate of 50,000 shares of Series A Preferred Stock to Periphas Kanga Holdings, LP (“Periphas”), a Delaware limited partnership and affiliate of Periphas Capital GP, LLC (“Periphas Capital”), for an aggregate purchase price of $50 million, or $1,000 per share, in private offerings pursuant to the Investment Agreement, dated as of May 26, 2020, by and between the Company and Periphas Capital (the “Periphas Investment Agreement” and, together with the Apax Investment Agreement, the “Investment Agreements”).

The Series A Preferred Stock ranks senior to our common stock, with respect to dividend rights and rights on the distribution of assets on any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company. The holders of the Series A Preferred Stock are entitled to a cumulative dividend at the rate of 7% per annum, payable quarterly in arrears. Dividends are payable in kind through the issuance of additional shares of Series A Preferred Stock for the first eight dividend payments, and thereafter, in cash or in kind, or in any combination of both, at our option. The holders of the Series A Preferred Stock are also entitled to participate in dividends declared or paid on our common stock on an as-converted basis.

The Series A Preferred Stock is currently convertible at the option of the holders thereof into shares of common stock at a conversion price of $17.75 per share of Series A Preferred Stock and a conversion rate of 56.3380 shares of common stock per share of Series A Preferred Stock, subject to certain anti-dilution adjustments. At any time after June 10, 2023, if the closing price of the common stock exceeds $31.0625 per share, as may be adjusted

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pursuant to the Certificate of ~~Contents~~

Designations, for at least 20 trading days in any period of 30 consecutive trading days, at our election, all or any portion of the Series A Preferred Stock will be convertible into the relevant number of shares of common stock.

The holders of the Series A Preferred Stock are entitled to vote with the holders of our common stock as a single class on all matters submitted to a vote of the holders of our common stock.

At any time after June 10, 2026, we may redeem some or all of the Series A Preferred Stock for a per share amount in cash equal to: (i) the sum of (x) the liquidation preference thereof, plus (y) all accrued and unpaid dividends, multiplied by (ii) (A) 105% if the redemption occurs at any time after June 10, 2026 and prior to June 10, 2027 (B) 100% if the redemption occurs on or after June 10, 2027.

Upon the occurrence of a change of control, and subject to certain limitations set forth in the Certificate of Designations, each holder of the Series A Preferred Stock will either (i) receive such number of shares of common stock into which such holder is entitled to convert all or a portion of such holder’s shares of Series A Preferred Stock at the then current conversion price, (ii) receive, in respect of all or a portion of such holder’s shares of Series A Preferred Stock, the greater of (x) the amount per share of Series A Preferred Stock that such holder would have received had such holder, immediately prior to such change of control, converted such share of Series A Preferred Stock into common stock and (y) a purchase price per share of Series A Preferred Stock, payable in cash, equal to the product of (A) 105% multiplied by (B) the sum of the liquidation preference and accrued dividends with respect to such share of Series A Preferred Stock, or (iii) unless the consideration in such change of control event is payable entirely in cash, retain all or a portion of such holder’s shares of Series A Preferred Stock.

For so long as the Apax Investor or its affiliates beneficially own at least 25% of the shares of Series A Preferred Stock originally purchased pursuant to the Apax Investment Agreement on an as-converted basis, the Apax Investor will continue to have the right to appoint one individual to the Board. Additionally, so long as the Apax Investor or its affiliates beneficially own at least 50% of the shares of Series A Preferred Stock originally purchased pursuant to the Apax Investment Agreement on an as-converted basis, the Apax Investor will have the right to appoint one non-voting observer to the Board. Likewise, so long as Periphas beneficially owns a certain percentage of the shares of Series A Preferred Stock purchased in the Periphas issuance on an as-converted basis, Periphas will have the right to appoint one non-voting observer to the Board.

The Apax Investor and certain of its affiliates are subject to certain standstill restrictions, until the later of June 10, 2023 and the date on which the Apax Investor no longer beneficially owns 25% of the shares of Series A Preferred Stock originally purchased pursuant to the Apax Investment Agreement on an as-converted basis. Periphas is also subject to certain standstill restrictions, until the later of June 10, 2023 and the date on which Periphas no longer owns 50% of the shares of Series A Preferred Stock purchased in the Periphas issuance on an as-converted basis.

The Apax Investor, its affiliates and Periphas have certain customary registration rights with respect to shares of the Series A Preferred Stock and the shares of the common stock held by it issued upon any future conversion of the Series A Preferred Stock. Pursuant to these rights, on February 18, 2021, the Company filed a registration statement on Form S-3 with the SEC to register for resale an aggregate of (i) 634,305 shares of Series A Preferred Stock, consisting of the 571,606 shares of Series A Preferred Stock held by Ignition Acquisition Holdings LP and Periphas as of February 12, 2021 (including shares issued as dividends payable in kind), and 62,699 shares of Series A Preferred Stock to be issued as dividends paid in-kind on such shares through June 30, 2022; and (ii) 35,735,493 shares of common stock, which represents the total number of shares of common stock issuable upon conversion of all such shares of Series A Preferred Stock. Under the registration statement, Ignition Acquisition Holdings LP and Periphas may offer and sell shares of Series A Preferred Stock or shares of common stock in public or private transactions, or both. These sales may occur at fixed prices, at market prices prevailing at the time of sale, at prices related to prevailing market prices, or at negotiated prices.

At the close of business on April 6, 2023, the record date, Ignition Acquisition Holdings LP and Periphas held 576,645 and 57,660 shares of our Series A Preferred Stock, respectively, which shares represented approximately 22.9% and 2.9% of our common stock on an as-converted basis.


~~REQUIREMENTS, INCLUDING DEADLINES, FOR~~ ~~SUBMISSION OF PROXY PROPOSALS~~			71

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REQUIREMENTS, INCLUDING DEADLINES, FOR
SUBMISSION OF PROXY PROPOSALS


NOMINATION OF DIRECTORS AND OTHER BUSINESS OF STOCKHOLDERS

In order to submit stockholder proposals for inclusion in our proxy statement related to the ~~2017~~2024 annual meeting of stockholders ~~for inclusion in the Company's proxy statement~~ pursuant to SEC Rule 14a-8, materials must be received by the Secretary at the ~~Company's~~Company’s principal executive office inat KAR Auction Services, Inc., Secretary, 11299 North Illinois Street, Carmel, Indiana 46032 no later than December ~~29, 2016.~~

23, 2023.

The proposals must comply with all of the requirements of SEC Rule 14a-8. Proposals should be addressed to: ~~Rebecca C. Polak, Executive Vice President, General Counsel~~Charles S. Coleman, EVP, Chief Legal Officer and Secretary, KAR Auction Services, Inc., ~~13085 Hamilton Crossing Boulevard,~~11299 North Illinois Street, Carmel, Indiana 46032. As the ~~SEC's~~SEC’s shareholder proposal rules make clear, simply submitting a proposal does not guarantee its ~~inclusion.~~

inclusion in our proxy statement.

The ~~Company's~~Company’s By-Laws also establish an advance notice procedure with regard to director nominations and stockholder proposals that are not submitted for inclusion in the proxy statement pursuant to SEC Rule 14a-8, but that a stockholder instead wishes to present directly at an annual meeting. To be properly brought before the ~~2016~~2024 annual meeting, a notice of the nomination or the matter the stockholder wishes to present at the meeting must be delivered to the Secretary at the ~~Company's~~Company’s principal office in Carmel, Indiana (see address above), not less than 90 or more than 120 days prior to the first anniversary of the date of this ~~year's~~year’s annual meeting. As a result, any notice given by or on behalf of a stockholder pursuant to these provisions of the ~~Company's~~Company’s By-Laws (and not pursuant to SEC Rule 14a-8) must be received no earlier than February ~~8, 2017,~~3, 2024, and no later than March ~~10, 2017.~~4, 2024. All director nominations and stockholder proposals must comply with the requirements of the ~~Company's~~Company’s By-Laws, a copy of which may be obtained at no cost from the Secretary of the ~~Company.~~

Company by writing to KAR Auction Services, Inc., Secretary, 11299 North Illinois Street, Carmel, Indiana 46032.

Other than the proposals described in this proxy statement, ~~KAR Auction Services~~the Company does not expect any matters to be presented for a vote at the 2023 annual meeting. IfHowever, if you grant a proxy, the persons named as proxy holders on the proxy card will have the discretion to vote your shares on any additional matters properly presented for a vote at the 2023 annual meeting. If for any unforeseen reason, any one or more of ~~KAR Auction Services'~~the Board’s nominees is not available to stand for election as ~~a candidate for~~ director, the persons named as proxy holders will vote your proxy for such other candidate or candidates as may be nominated as a substitute by the ~~Board of Directors.~~

Board.

The chairman of the meeting may refuse to allow the transaction of any business not presented beforehand, or to acknowledge the nomination of any person not made in compliance with the foregoing procedures.

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

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QUESTIONS AND ANSWERS ABOUT THE PROXY
MATERIALS AND THE ANNUAL MEETING

	Q:
Q:		Why am I receiving these materials?
	A:
A:		We are providing these proxy materials to you in connection with the solicitation, by ~~the~~our Board, ~~of Directors of KAR Auction Services,~~ of proxies to be voted at the ~~Company's 2016~~Company’s 2023 annual meeting of stockholders and at any adjournments or postponements thereof. Stockholders are invited to attend the 2023 annual meeting to be held via a live audio webcast on June ~~8, 2016~~2, 2023 beginning at 9:00 a.m., Eastern Daylight Time, at www.virtualshareholdermeeting.com/KAR2023, where stockholders will be able to listen to the ~~Conrad Indianapolis, 50 West Washington Street, Indianapolis, Indiana 46204.~~meeting live, submit questions and vote online. You will need the 16-digit control number provided on your Notice (as defined below under “Why did I receive a notice in the mail regarding the Internet availability of the proxy materials instead of a paper copy of the proxy materials?”), on your proxy card, or on the instructions that accompanied your proxy materials. Our proxy materials are first being distributed to stockholders on or about April ~~28, 2016.~~21, 2023.
	Q:
Q:		What proposals will be voted on, atwhat is the ~~annual meeting?~~Board’s voting recommendation, and what are the standards for determining whether a proposal has been approved?
	A:		The holders of shares of Series A Preferred Stock are being asked to vote, as a separate class, on:
A:		~~There are three proposals scheduled to be voted on at the annual meeting:~~	• Proposal No. 1:To elect ~~nine~~one director (Roy Mackenzie) designated by the Apax Investor to serve until the 2023 annual meeting of stockholders and until such director’s successor is duly elected and qualified, or such director’s earlier death, resignation or removal.
			The holders of shares of common stock and shares of Series A Preferred Stock, voting together as a single class, are being asked to consider and vote on the following items:
			• Proposal No. 2: To elect eight directors to serve until the ~~Board~~2023 annual meeting of ~~Directors;~~ stockholders and until such director’s successor is duly elected and qualified, or such director’s earlier death, resignation or removal.
			• Proposal No. 3:To ~~amend and restate~~approve, on an advisory basis, executive compensation.
			• Proposal No. 4: To approve, on an advisory basis, the ~~Amended and Restated Certificate~~frequency of ~~Incorporation~~future votes to ~~provide that the Company's stockholders may remove any director from office, with or without cause, and other ministerial changes; and~~ approve executive compensation.
			• Proposal No. 5:To ratify the appointment of KPMG LLP as our independent registered public accounting firm for ~~2016.~~ 2023.

Proposal

Voting Choices and
Board Recommendation

Voting
Standard

Effect of
Abstention

Effect of
Broker Non-Vote

Election of Director Nominee Designated
by the Apax Investor

•

Vote “FOR” the nominee

•

Vote “AGAINST” the nominee

•

Abstain from voting for the nominee

The Board recommends a vote FOR the director nominee.

More votes “FOR” than “AGAINST”

No effect

Election of
Directors

~~What is the~~

•

Vote “FOR” all nominees

•

Vote “FOR” specific nominees

•

Vote “AGAINST” all nominees

•

Vote “AGAINST” specific nominees

•

Abstain from voting for all nominees

•

Abstain from voting for specific nominees

The Board ~~of Directors' voting recommendation?~~

~~The Company's Board of Directors~~ recommends ~~that you~~a vote ~~your shares:~~

•

~~"FOR"~~FOR each of the ~~nominees~~director nominees.

More votes
“FOR” than
“AGAINST”

No effect

Advisory Vote to Approve Executive Compensation

•

Vote “FOR” the advisory proposal

•

Vote “AGAINST” the advisory proposal

•

Abstain from voting on the advisory proposal

The Board ~~of Directors;~~

•

~~"FOR"~~recommends a vote FOR the ~~amendment and restatement~~advisory vote to approve executive compensation.

Majority of the ~~Amended~~shares present and ~~Restated Certificate~~entitled to vote

Vote against

No effect

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Advisory Vote to Approve the Frequency of ~~Incorporation; and~~

Future Votes to Approve Executive Compensation

•

~~"FOR"~~

Vote “FOR” holding the say-on-pay vote “EVERY YEAR”

•

Vote “FOR” holding the say-on-pay vote “EVERY TWO YEARS”

•

Vote “FOR” holding the say-on-pay vote “EVERY THREE YEARS”

•

Abstain from voting on the advisory proposal

The Board recommends a vote FOR holding the advisory vote to approve executive compensation “EVERY YEAR.”

Frequency receiving the most “FOR” votes will be the recommendation of stockholders

No effect

Ratification of
Independent
Registered Accounting Firm

•

Vote “FOR” the ratification

•

Vote “AGAINST” the ratification

•

Abstain from voting on the ratification

The Board recommends a vote FOR the ratification of the appointment of KPMG as our independent registered ~~public~~ accounting firm for ~~2016.~~

2023.

Majority of the shares present and entitled to vote

Vote against

Not applicable

	Q:
Q:		Who is entitled to vote?
	A:
A:		~~All shares owned by you~~ Only holders of our common stock and/or Series A Preferred Stock outstanding as of the record date, which is the close of business on April ~~13, 2016,~~6, 2023, may ~~be voted by you. You may cast~~vote at the 2023 annual meeting. Each share of our common stock is entitled to one vote ~~per share~~on each matter properly brought before the 2023 annual meeting and on which holders of common stock ~~that you held~~are entitled to vote. Each record holder of Series A Preferred Stock will have a number of votes equal to the largest number of whole shares of common stock into which such shares are convertible on the record ~~date.~~ date on each matter that is properly brought before the 2023 annual meeting and on which holders of Series A Preferred Stock are entitled to vote together with common stock as a single class. In addition, each holder of record of Series A Preferred Stock will have one vote for each share of Series A Preferred Stock on each matter that is properly brought before the 2023 annual meeting and on which holders of Series A Preferred Stock are entitled to vote separately, as a class. These shares include shares that are: • held directly in your name as the stockholder of record; and • held for you as the beneficial owner through a broker, bank or other nominee, including shares purchased under the KAR Auction Services, Inc. Amended and Restated Employee Stock Purchase Plan (the ~~"Employee Stock Purchase Plan"~~“ESPP”). On the record date, ~~KAR Auction Services~~the Company had ~~137,300,457~~109,185,902 shares of common stock issued and outstanding and 634,305 shares of Series A Preferred Stock issued and outstanding.

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	Are there any requirements on how the holders of the Series A Preferred Stock must vote?
Q:	A:		Under the Investment Agreement, at the 2023 annual meeting, Ignition Acquisition Holdings LP and Periphas are required to vote their shares of Series A Preferred Stock in favor of the nine director nominees who are also being voted on by holders of common stock, in favor of the “say on pay” and “say on frequency” proposals and for ratification of the appointment of KPMG LLP as our independent registered public accounting firm for 2023, as described in these proxy materials. Ignition Acquisition Holdings LP and Periphas are entitled to vote at their discretion on the other proposals (if any) described in this proxy statement.
	Q:		What is the difference between holding shares as a stockholder of record and as a beneficial owner?
	A:
A:		Many of our stockholders hold their shares through a broker, bank or other nominee rather than directly in their own name. As summarized below, there are some differences between shares held of record and those owned beneficially. *Stockholder of Record.* If your shares are registered directly in your name with the ~~Company's~~Company’s transfer agent, American Stock Transfer & Trust Company, LLC, you are considered a “stockholder of record” with respect to those ~~shares, the stockholder of record, and these proxy materials are being sent to you directly by the Company.~~shares. As the stockholder of record, you have the right to grant your voting proxy directly to the Company or to vote in person atonline during the 2023 annual meeting. ~~You may vote on the Internet, by telephone or by mail, as described below under the heading "How can I vote my shares without attending the annual meeting?"~~ *Beneficial Owner.* If your shares are held in a brokerage account or by a bank or other nominee, you hold your shares in “street name” and are considered ~~the beneficial owner of shares held in "street name" and these~~ a “beneficial owner” with respect to those shares. These

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			proxy materials are being forwarded to you by your broker or nominee who is considered the stockholder of record with respect to those ~~shares, the stockholder of record.~~shares. As the beneficial owner, you have the right to direct your broker on how to vote your shares and are also invited to attend the 2023 annual meeting. To vote these shares in person at the annual meeting, you must obtain a signed proxy from the stockholder of record giving you the right to vote the shares. You may also vote by Internet, by telephone or by mail, as described below under "How can I vote my shares without attending the annual meeting?"
	Q:
Q:		How can I vote my shares ~~in person~~and participate at the 2023 annual meeting?
	A:
A:		Stockholders may participate in the 2023 annual meeting by visiting the following website: www.virtualshareholdermeeting.com/KAR2023. To participate in the 2023 annual meeting, you will need the 16-digit control number provided on your Notice, on your proxy card, or on the instructions that accompanied your proxy materials. *Stockholder of Record.* Shares held directly in your name as the stockholder of record may be voted ~~in person at~~online during the 2023 annual meeting. If you choose to vote your shares ~~in person at~~online during the 2023 annual meeting, please ~~bring~~follow the instructions provided on the Notice to log in to www.virtualshareholdermeeting.com/KAR2023. You will need the control number included on your Notice, on your proxy card, or on the instructions that accompanied your proxy materials. Beneficial Owner. If you are a beneficial owner in street name and want to vote your shares online during the 2023 annual meeting, you will need to ask your bank, broker or other nominee to furnish you with a legal proxy and proof of ~~identification.~~ beneficial ownership, such as your most recent account statement as of April 6, 2023, the record date, a copy of the voting instruction form provided by your broker, bank, trustee, or nominee, or other similar evidence of ownership. Follow the instructions from your broker or bank included with these proxy materials, or contact your broker or bank to request a proxy form. If you hold both common stock and Series A Preferred Stock, you will need to vote, or authorize a proxy to vote, each class of stock separately. Please be sure to vote or authorize a proxy to vote for each class of stock separately so that all your votes can be counted. For more information, see “What if I hold both common stock and Series A Preferred Stock” below. Even if you plan to attend the 2023 annual meeting, the Company strongly recommends that you vote your shares in advance as described below so that your vote will be counted if you later decide not to attend the 2023 annual meeting. See ~~"How~~“How can I vote my shares without attending the 2023 annual meeting?" *~~Beneficial Owner~~.* ~~Shares held~~” below. The 2023 annual meeting will begin promptly at 9:00 a.m., Eastern Daylight Time. We encourage you to access the meeting prior to the start time. Please allow ample time for online check-in, which will begin at 8:45 a.m. Eastern Daylight Time. We are holding the 2023 annual meeting online and providing Internet voting to provide expanded access and to allow you to vote your shares online during the annual meeting, with procedures designed to ensure the authenticity and correctness of your voting instructions. However, please be aware that you must bear any costs associated with your Internet access, such as usage charges from Internet access providers and telephone companies.
	Q:		What if I hold both common stock and Series A Preferred Stock?
	A:		Some of our stockholders may hold both common stock and Series A Preferred Stock. If you are a holder of both common stock and Series A Preferred Stock, you can expect to receive separate sets of printed proxy materials. You will need to vote, or authorize a proxy to vote, each class of stock separately in ~~street name may~~accordance with the instructions set forth herein and on the applicable proxy cards or voting instruction forms. Voting, or authorizing a proxy to vote, only your common stock will not also cause your shares of Series A Preferred Stock to be voted, ~~in person by~~and vice versa. If you ~~only if you obtain an account statement or letter from your bank, broker or other nominee indicating that you are the beneficial owner of the shares~~hold both common stock and ~~a legal proxy from the stockholder of record giving you the right~~Series A Preferred Stock, please be sure to vote ~~the shares. The account statement~~ or ~~letter must show~~authorize a proxy to vote for each class of stock separately so that ~~you were the beneficial owner of shares on April 13, 2016, the record date.~~ all your votes can be counted.
	Q:
Q:		How can I vote my shares without attending the 2023 annual meeting?
	A:
A:		Whether you hold your shares directly as the stockholder of record or beneficially in street name, you may ~~direct your~~ votewithout attending the 2023 annual meeting ~~by voting~~ in one of the following manners: • *By Internet.* Go towww.proxyvote.com and follow the instructions. You will need the control number included on your proxy card or voting instruction form; •

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				By Telephone. Dial 1-800-690-6903. You will need the control number included on your proxy card or voting instruction form; or • *By Mail.* Complete, date and sign your proxy card or voting instruction ~~card~~form and mail it using the enclosed, pre-paid envelope. If you vote on the Internet or by telephone, you do not need to return your proxy card or voting instruction ~~card.~~form. Internet and telephone voting for stockholders will be available 24 hours a day, and will close at 11:59 p.m., Eastern Daylight Time, on June ~~7, 2016.~~ 1, 2023.

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Q:		If I am an employee holding shares pursuant to the ~~Employee Stock Purchase Plan,~~ESPP, how will my shares be voted?
	A:
A:		Employees holding stock acquired through the ~~Employee Stock Purchase Plan~~ESPP will receive a voting instruction ~~card~~form covering all shares held in their individual account from ~~Computershare,~~Fidelity, the plan record keeper. The ~~voting instruction cards have an earlier return date than proxy cards. The~~ record keeper for the ~~Employee Stock Purchase Plan~~ESPP will vote your shares (i) in accordance with the specific instructions on your returned voting instruction ~~card;~~form; or (ii) in its discretion, if you return a signed voting instruction ~~card~~form with no specific voting instructions.
	Q:
Q:		What is the quorum requirement for the 2023 annual meeting?
	A:
A:		A quorum of stockholders is necessary to hold the 2023 annual meeting. A quorum at the 2023 annual meeting exists if ~~the holders of~~stockholders entitled to cast a majority of the ~~Company's capital stock issued and outstanding and~~votes entitled to ~~vote~~be cast at the 2023 annual meeting are present in person or represented by proxy. Abstentions and broker ~~non-votes~~non votes are counted as present for establishing a quorum. A broker non-vote occurs on an item when a broker, ~~does~~bank or other nominee is not permitted to vote on ~~some matter on the proxy card because the broker does not have discretionary voting power for~~ that ~~particular~~ item ~~and has not received instructions~~absent instruction from the beneficial ~~owner.~~owner of the shares and no instruction is given.
	Q:
Q:		What happens if I do not give specific voting instructions?
	A:
A:		*Stockholder of Record.* If you are a stockholder of record and you sign and return a proxy card without giving specific voting instructions, then the proxy holders will vote your shares in the manner recommended by the Board ~~of Directors~~ on all matters presented in this proxy statement and as the proxy holders may determine in their discretion with respect to any other matters properly presented for a vote at the 2023 annual meeting. *Beneficial ~~Owners~~Owner.* If you are a beneficial owner of shares ~~held in street name~~ and do not provide the organization (e.g., broker, bank or ~~bank)~~other nominee) that holds your shares in ~~"street name"~~“street name” with specific voting instructions, the organization that holds your shares may generally vote in its discretion on routine matters (Proposal No. 3 (ratification of independent registered public accounting firm)) but cannot vote on non-routine matters (Proposal No. 1 (election of directors) and Proposal No. 2 (amendment and restatement of the Amended and Restated Certificate of Incorporation)).“routine” matters. If the organization that holds your shares does not receive instructions from you on how to vote your shares on ~~Proposal No. 1 and/or Proposal No. 2,~~“non-routine” matters, such organization cannot vote your shares and will inform the inspector of election that it does not have the authority to vote on these matters with respect to your shares. This is generally referred to as a ~~"broker~~“broker non-vote."” Therefore, we urge you to give voting instructions to your ~~broker.~~broker, bank or other nominee. Shares represented by such broker non-votes will be counted in determining whether there is a quorum. Because broker non-votes are not considered shares entitled to vote, they will have no effect on the outcome of any proposal other than reducing the number of shares present in person or by proxy and entitled to vote from which a majority is calculated.

Q:		~~Which proposals are considered "routine" or "non-routine?"~~

A:		• Routine Matters.The ratification of the appointment of KPMG as our independent registered public accounting firm for ~~2016~~2023 (Proposal No. 3)5) is considered a routine matter under applicable rules. A broker, bank or other nominee may generally vote on routine matters, and therefore no broker ~~non-votes are expected to~~non votes will exist in connection with Proposal No. 3. 5. • Non Routine Matters.The election of directors (Proposals No. 1 & 2), the advisory vote to approve executive compensation (Proposal No. 1)3), and the ~~amendment and restatement~~advisory vote to approve the frequency of ~~the Amended and Restated Certificate of Incorporation~~future votes to approve executive compensation (Proposal No. 2)4) are each considered “non routine” matters under applicable rules are considered ~~non-routine~~non routine matters under applicable rules. A broker, bank or other nominee cannot vote without instructions on non-routine matters, and therefore there may be broker ~~non-votes~~non votes on Proposal No. 1, Proposal No. 2, Proposal No. 3 and Proposal No. 2. 4.

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Q:		~~What is the voting requirement to approve each of the proposals?~~

A:		Nine director nominees have been nominated for election at the annual meeting. Because this is an uncontested election, the director nominees will be elected by a majority of the votes cast in the election of directors at the annual meeting, either in person or represented by a properly authorized proxy. This means that a director nominee will be elected to the Company's Board of Directors if the votes cast "FOR" such director nominee exceed the votes cast "AGAINST" him or her. Abstentions and broker non-votes will have no effect on the outcome of the election of directors. The amendment and restatement of the Amended and Restated Certificate of Incorporation (Proposal No. 2) and the ratification of the appointment of our independent registered public accounting firm (Proposal No. 3) require the affirmative vote of a majority of the votes represented at the annual meeting and entitled to vote on the proposal. In accordance with Delaware law, only votes cast "FOR" a matter constitute affirmative votes. A properly executed proxy marked "ABSTAIN" with respect to the ratification of the appointment of our independent registered public accounting firm will not be voted, although it will be counted for purposes of determining whether there is a quorum. Accordingly, with respect to Proposal No. 2 and Proposal No. 3, abstentions will have the same effect as negative votes or votes "AGAINST" that matter.

Q:		What does it mean if I receive more than one proxy card or voting instruction ~~card?~~form?
	A:
A:		It means your shares are registered differently or are in more than one account. Please provide voting instructions for all proxy and voting instruction ~~cards~~forms you receive.

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Q:	Q:		Who will count the vote?
	A:
A:		The votes will be counted by the inspector of ~~election~~elections appointed for the 2023 annual meeting.

Q:	Q:		Can I revoke my proxy or change my vote?
	A:
A:		Yes. You may revoke your proxy or change your voting instructions at any time prior to the vote at the 2023 annual meeting by: • providing written notice of revocation to the Secretary of the Company at ~~13085 Hamilton Crossing Boulevard,~~11299 North Illinois Street, Carmel, Indiana 46032;
			• delivering a valid, later-dated proxy or a later-dated vote on the Internet or by telephone; or
			• attending the 2023 annual meeting online and voting ~~in person.~~ during the meeting, which will automatically cancel any proxy previously granted. Please note that your attendance at the 2023 annual meeting ~~in person~~alone will not cause your previously granted proxy to be revoked unless you vote ~~in person at~~online during the 2023 annual meeting. If you wish to revoke your proxy, you must do so in sufficient time to permit the necessary examination and tabulation of the subsequent proxy or revocation before the vote is taken. Shares held in street name may be voted ~~in person~~ by you atonline during the 2023 annual meeting only if you obtain a signed proxy from the record holder giving you the right to vote ~~the~~such shares.
	Q:
Q:		Who will bear the cost of soliciting ~~votes~~proxies for the 2023 annual meeting?
	A:
A:		The ~~Board~~Company pays the cost of ~~Directors of the Company is~~ soliciting your proxy and reimburses brokers and others for forwarding to ~~vote your shares of common stock at~~you the ~~annual meeting. KAR Auction Services will pay the entire cost of preparing, assembling, printing, mailing and distributing these proxy materials. In addition to the distribution of these~~ proxy materials ~~the solicitation~~as beneficial owners of ~~proxies or votes may be made in person, by telephone or by electronic and facsimile transmission by~~ our common stock. The Company’s directors, officers and employees ~~who~~also may solicit proxies by mail, telephone and personal contact. They will not receive any additional compensation for ~~such solicitation~~these activities. The Company also may reimburse brokerage firms and other persons representing beneficial owners of shares of KAR Auction Services' common stock for their expenses in forwarding solicitation material to such beneficial owners.

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	Why did I receive a notice in the mail regarding the Internet availability of the proxy materials instead of a paper copy of the proxy materials?
Q:	A:		This year, we are again taking advantage of the SEC rules that allow us to furnish our proxy materials over the Internet. As a result, most of our stockholders will be mailed a Notice of Internet Availability of Proxy Materials (“Notice”), rather than a full paper set of the proxy materials. The Notice includes information on how to access the proxy materials via the Internet as well as how to vote via the Internet. We believe this method of delivery will decrease printing and shipping costs, expedite distribution of proxy materials to you, and reduce our impact on the environment. Stockholders who receive the Notice but would like to receive a printed copy of the proxy materials in the mail should follow the instructions in the Notice for requesting such materials.
	Q:		I share an address with another stockholder, and we received only one paper copy of the proxy materials. How may I obtain an additional copy of the proxy materials?
	A:
A:		~~The Company has~~ We have adopted a procedure called ~~"householding"~~“householding,” which the SEC has approved. Under this procedure, ~~the Company is delivering~~we may deliver a single copy of the Notice and, if applicable, this proxy statement and the ~~Company's~~Company’s Annual Report to multiple stockholders who share the same address unless ~~the Company has~~we received contrary instructions from one or more of the stockholders. This procedure reduces ~~the Company's~~our printing and mailing costs and also reduces our impact on the environment. Stockholders who participate in householding will continue to be able to access and receive separate proxy cards. Upon written or oral request, a separate copy of the Notice or this proxy statement and the ~~Company's~~Company’s Annual Report, as requested, will be promptly delivered to any stockholder at a shared address to which ~~the Company~~we delivered a single copy of any of these documents. If you prefer to receive separate copies of the Notice, the proxy statement or Annual Report, contact Broadridge Financial Solutions, Inc. by calling 1-866-540-7095 or in writing at 51 Mercedes Way, Edgewood, New York 11717, Attention: Householding Department. ~~In addition, if~~ If you ~~currently~~ are a stockholder ~~who shares an~~of record and are receiving more than one copy of the proxy materials at a single address ~~with another stockholder~~ and would like to ~~receive only one copy of future notices and proxy materials for your household, you may notify your broker if your shares are held~~participate in ~~a brokerage account or you may notify us if you hold registered shares. Registered stockholders may~~householding, please notify us by contacting Broadridge Financial Solutions, Inc. atusing the ~~above telephone~~mailing address and phone number ~~or address.~~

Q:		~~Why did I receive a notice regarding the internet availability of the proxy materials instead of a paper copy of the proxy materials?~~

A:		We are making the proxy materials available to stockholders electronically via the Internet under the Notice and Access regulations of the SEC. Most of our stockholders will receive a Notice of Electronic Availability in lieu of receiving a full set of proxy materials in the mail. The notice includes information on how to access and review the proxy materials, and how to vote via the Internet. We believe this method of delivery will decrease costs, expedite distribution of proxy materials to you, and reduce our impact on the environment.above. Stockholders who ~~receive a notice but would like~~hold shares in “street name” may contact their broker, bank or other nominee to ~~receive a printed copy of the proxy materials in the mail should follow the instructions in the notice for requesting such materials.~~request information about householding.

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Q:	Q:		How can I obtain a copy of ~~KAR Auction Services'~~KAR’s Annual Report on Form 10-K?
	A:
A:		Copies of the ~~Company's~~Company’s Annual Report on Form 10-K for the fiscal year ended December 31, ~~2015,~~2022, as filed with the SEC, are available to stockholders free of charge on ~~KAR Auction Services'~~our website at~~www.karauctionservices.com~~www.karglobal.com under the “Investor Relations” tab, or by writing to KAR Auction Services, Inc., Investor Relations, ~~13085 Hamilton Crossing Boulevard,~~11299 North Illinois Street, Carmel, Indiana 46032.
	Q:
Q:		Where can I find the voting results of the 2023 annual meeting?
	A:
A:		KAR ~~Auction Services~~ will announce preliminary voting results at the 2023 annual meeting and publish preliminary, or final results if available, in a Current Report on Form 8-K within four business days of the 2023 annual meeting.

Q:	74	How can I attend the 2023 annual meeting?
A:		The 2023 annual meeting will be a completely virtual meeting of stockholders, which will be conducted through a live audio webcast. There will be no physical meeting location. You are entitled to participate in the annual meeting only if you were a Company stockholder as of the close of business on April 6, 2023 or if you hold a valid proxy for the annual meeting. You will be able to attend the 2023 annual meeting online and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/KAR2023. You also will be able to vote your shares online during the annual meeting. To participate in the 2023 annual meeting, you will need the 16-digit control number included on your Notice, on your proxy card, or on the instructions that accompanied your proxy materials. Instructions on how to attend and participate in our online meeting, including how to demonstrate proof of stock ownership, are posted on the meeting website. The meeting will begin promptly at 9:00 a.m., Eastern Daylight Time. We encourage you to access the meeting prior to the start time. Online access to the meeting will open at 8:45 a.m., Eastern Daylight Time, and you should allow ample time to log in to the meeting and test your device’s audio capabilities prior to the start of the meeting. The webcast will be available for replay until midnight on June 1, 2024.
Q:		What if I have technical difficulties or trouble accessing the meeting?
A:		If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number that will be posted on the virtual meeting log-in page at www.virtualshareholdermeeting.com/KAR2023.

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~~ANNEX I~~

~~AMENDED AND RESTATED~~
~~CERTIFICATE OF INCORPORATION~~

~~KAR AUCTION SERVICES, INC.~~

~~The undersigned, Rebecca C. Polak, certifies that she is the Executive Vice President~~ ~~and~~, ~~General Counseland Secretary~~ ~~of KAR Auction Services, Inc., a corporation organized and existing under the laws of the State of Delaware (the "Corporation"), and does hereby further certify as follows:~~

~~(1) The name of the Corporation is KAR Auction Services, Inc.~~

~~(2) The name under which the Corporation was originally incorporated was KAR Holdings, Inc. and the original~~~~Certificate of Incorporationcertificate of incorporation~~ of the Corporation was filed with the Secretary of State of the State of Delaware on November 9, 2006 and amended pursuant to that certificate of amendment filed with the Secretary of State of the State of Delaware on December 19, 2006 ~~(the "Original Certificate of Incorporation"). Pursuant to a certificate of amendment filed with the Secretary of State of the State of Delaware on November 3, 2009~~, ~~the Corporation changed its name to KAR Auction Services, Inc.~~ ~~On December 9, 2009, the Corporation filed its amended and restated certificate of incorporation with the Secretary of State of the State of Delaware (the "Certificate of Incorporation").~~

~~(3)~~ ~~In lieu of~~At ~~a meeting of the Board of Directors of the Corporation (the "Board of Directors")~~ ~~on February 10, 2016, the Board of Directors~~~~has, by unanimous written consent dated December 9, 2009,authorized the amendment and restatement of the~~~~Corporation's OriginalCertificate of Incorporation as set forth herein in accordance with~~~~the provisions ofSections~~~~141(f),242 and 245 of the General Corporation Law of the State of Delaware.~~~~In lieu of aAt the annual~~ ~~meeting~~~~and vote of theof stockholders of the Corporation held on June 8, 2016, the~~ ~~stockholders of the Corporation~~~~, the Corporation's sole stockholder has, by unanimous written consent dated December 9, 2009,~~ ~~approved the amendment and restatement of the~~~~Corporation's OriginalCertificate of Incorporation as set forth herein in accordance with the provisions of Section 228 of the General Corporation Law of the State of Delaware~~~~, and such consent has been filed with the minutes of the proceedings of stockholders of the Corporation~~.

~~(4) This Amended and Restated Certificate of Incorporation~~~~restates and integrates andfurther amendsand restates~~ ~~the~~~~OriginalCertificate of Incorporation~~ ~~of the Corporation, as heretofore amended or supplemented~~.

~~The text of the~~~~OriginalCertificate of Incorporation~~~~of the Corporationis hereby amended and restated to read in its entirety, as follows:~~

~~FIRST: The name of the Corporation is KAR Auction Services, Inc. (hereinafter, the "Corporation").~~

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~~SECOND~~: The address of the registered office of the Corporation in the State of Delaware is 160 Greentree Drive, Suite 101, in the City of Dover, County of Kent. The name of its registered agent at that address is National Registered Agents, Inc.

~~THIRD~~: The purpose of the Corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of the State of Delaware as set forth in Title 8 of the Delaware Code (the "GCL").

~~FOURTH~~:

~~(a)~~: ~~Authorized Capital Stock~~. The total number of shares of stock which the Corporation shall have authority to issue is 500,000,000 of which the Corporation shall have authority to issue 400,000,000 shares of common stock, each having a par value of one cent per share ($0.01) (the "Common Stock"), and 100,000,000 shares of preferred stock, each having a par value of one cent per share ($0.01) (the "Preferred Stock"). The number of authorized shares of Common Stock or Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority in voting power of the stock of the Corporation entitled to vote thereon irrespective of the provisions of Section 242(b)(2) of the GCL (or any successor provision thereto), and no vote of the holders of any of the Common Stock or the Preferred Stock voting separately as a class shall be required therefor.
~~(b)~~: ~~Common Stock. The powers, preferences and rights, and the qualifications, limitations and restrictions, of the Common Stock are as follows:~~

(1) Each holder of record of shares of Common Stock shall be entitled to one vote for each share of Common Stock held on all matters submitted to a vote of stockholders of the Corporation on which holders of Common Stock are entitled to vote.

~~(2) The holders of shares of Common Stock shall not have cumulative voting rights (as defined in Section 214 of the GCL).~~

(3) Subject to the rights of the holders of Preferred Stock, and subject to any other provisions of this Amended and Restated Certificate of Incorporation, as it may be amended from time to time, holders of shares of Common Stock shall be entitled to receive such dividends and other distributions in cash, stock or property of the Corporation if, as and when declared thereon by the Board of Directors from time to time out of assets or funds of the Corporation legally available therefor.

(4) In the event of any liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, after payment or provision for the payment of the debt and liabilities of the Corporation and subject to the prior payment in full of the preferential amounts, if any, to which any series of Preferred Stock may be entitled, the holders of shares of Common Stock shall be entitled to receive the assets and funds of the Corporation remaining for distribution in proportion to the number of shares held by them, respectively.

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~~(5) No holder of shares of Common Stock shall be entitled to preemptive or subscription rights.~~

~~(c)~~: ~~Preferred Stock~~. The Board of Directors is expressly authorized to provide for the issuance of all or any shares of the Preferred Stock in one or more classes or series, and to fix for each such class or series such voting powers, full or limited, or no voting powers, and such distinctive designations, preferences and relative, participating, optional or other special rights and such qualifications, limitations or restrictions thereof, as shall be stated and expressed in the resolution or resolutions adopted by the Board of Directors providing for the issuance of such class or series and as may be permitted by the GCL, including, without limitation, the authority to provide that any such class or series may be (i) subject to redemption at such time or times and at such price or prices; (ii) entitled to receive dividends (which may be cumulative or non-cumulative) at such rates, on such conditions, and at such times, and payable in preference to, or in such relation to, the dividends payable on any other class or classes or any other series; (iii) entitled to such rights upon the dissolution of, or upon any distribution of the assets of, the Corporation; or (iv) convertible into, or exchangeable for, shares of any other class or classes of stock, or of any other series of the same or any other class or classes of stock, of the Corporation at such price or prices or at such rates of exchange and with such adjustments; all as may be stated in such resolution or resolutions.
~~(d)~~: ~~Power to Sell and Purchase Shares~~. Subject to the requirements of applicable law, the Corporation shall have the power to issue and sell all or any part of any shares of any class of stock herein or hereafter authorized to such persons, and for such consideration, as the Board of Directors shall from time to time, in its discretion, determine, whether or not greater consideration could be received upon the issue or sale of the same number of shares of another class, and as otherwise permitted by law. Subject to the requirements of applicable law, the Corporation shall have the power to purchase any shares of any class of stock herein or hereafter authorized from such persons, and for such consideration, as the Board of Directors shall from time to time, in its discretion, determine, whether or not less consideration could be paid upon the purchase of the same number of shares of another class, and as otherwise permitted by law.
~~(e)~~: ~~Stock Split~~. Effective upon the filing of this Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware, a 10-for-1 stock split of the Corporation's Common Stock shall become effective, pursuant to which 10,685,366 shares of Common Stock outstanding or held in treasury immediately prior to such time shall automatically and without any action on the part of the holders thereof be reclassified and split into and thereafter represent 106,853,660 shares of Common Stock (the "Stock Split"). All certificates representing shares of Common Stock outstanding immediately prior to the filing of this Amended and Restated Certificate of Incorporation shall immediately after the filing of this Amended and Restated Certificate of Incorporation represent instead the number of shares of Common Stock as provided above. Notwithstanding the foregoing, any holder of Common Stock shall surrender his, her or its stock certificate or certificates to the Corporation, and upon such surrender the Corporation will issue a certificate for the correct number of shares of Common Stock to which the holder is entitled under the provisions of this Amended and Restated Certificate of Incorporation.

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~~FIFTH~~: The following provisions are inserted for the management of the business and the conduct of the affairs of the Corporation, and for further definition, limitation and regulation of the powers of the Corporation and of its directors and stockholders:

~~(a)~~: The business and affairs of the Corporation shall be managed by, or under the direction of, the Board of Directors. In addition to the powers and authority expressly conferred upon the Board of Directors by applicable law, this Amended and Restated Certificate of Incorporation or the~~BylawsBy-Laws~~ of the Corporation, the directors are hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Corporation, subject to the provisions of the GCL and this Amended and Restated Certificate of Incorporation.
~~(b)~~: The Board of Directors shall consist of not less than two or more than fifteen members, the exact number of which shall be fixed from time to time by resolution adopted by the affirmative vote of a majority of the entire Board of Directors.
~~(c)~~: Subject to the terms of any one or more classes or series of Preferred Stock, any vacancy on the Board of Directors that results from an increase in the number of directors may be filled by a majority of the Board of Directors then in office, provided that a quorum is present, and any other vacancy occurring on the Board of Directors may be filled by a majority of the Board of Directors then in office, even if less than a quorum, or by a sole remaining director. The right of stockholders to fill vacancies on the Board of Directors is hereby specifically denied. Any director elected to fill a vacancy not resulting from an increase in the number of directors shall have the same remaining term as that of his or her predecessor.
~~(d)~~: ~~Except as otherwise required by applicable law and subjectSubject~~ ~~to the rights, if any, of the holders of shares of Preferred Stock then outstanding, any director or the entire Board of Directors may be removed from office at any time~~~~, but only for cause, and only~~ ~~by the affirmative vote of the holders of~~~~shares representing a majority of the votes entitled to be cast by the Voting Stock;~~~~provided~~,~~however~~, that prior to the Trigger Date, a director may be removed with or without cause, such removal to be by the affirmative vote of the holders of shares representing a majority of the votes entitled to be cast by the Voting Stock.~~at least a majority in voting power of the issued and outstanding capital stock of the Corporation entitled to vote in the election of directors.~~
~~(e)~~: Notwithstanding the foregoing, the election, term, removal and filling of vacancies with respect to directors, if any, elected separately by the holders of one or more series of Preferred Stock shall not be governed by this Article FIFTH, but rather shall be as provided for in the resolutions adopted by the Board of Directors creating and establishing such series of Preferred Stock.

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~~(f)~~: In addition to the powers and authority hereinbefore or by statute expressly conferred upon them, the directors are hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Corporation, subject, nevertheless, to the provisions of the GCL and this Amended and Restated Certificate of Incorporation.
~~(g)~~: ~~For the purposes of this Amended and Restated Certificate of Incorporation:~~

~~(1)~~"Trigger Date" shall mean the first date on which (x) KAR Holdings II, LLC (or its successor) ceases, or (y) in the event of a liquidation of KAR Holdings II, LLC, the Equity Sponsors (as defined below) and their affiliates, collectively, cease, to beneficially own (directly or indirectly) shares representing thirty-five percent (35%) or more of the Voting Stock (it being understood that the retention of either direct or indirect beneficial ownership of thirty-five percent (35%) or more of the Voting Stock by KAR Holdings II, LLC (or its successor) or the Equity Sponsors and their affiliates, as applicable, shall mean that the Trigger Date has not occurred); and

~~(2)~~~~"Voting Stock" shall mean the shares of the then outstanding capital stock of the Corporation entitled to vote generally in the election of directors.~~

~~SIXTH~~: No director shall be personally liable to the Corporation or any of its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent such exemption from liability or limitation thereof is not permitted under the GCL as the same exists or may hereafter be amended. If the GCL is amended hereafter to authorize the further elimination or limitation of the liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent authorized by the GCL, as so amended. Any repeal or modification of this Article SIXTH shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification with respect to acts or omissions occurring prior to such repeal or modification.

~~SEVENTH~~.: The Corporation shall indemnify its directors and officers to the fullest extent authorized or permitted by law, as now or hereafter in effect, and such right to indemnification shall continue as to a person who has ceased to be a director or officer of the Corporation and shall inure to the benefit of his or her heirs, executors and personal and legal representatives; provided, however, that, except for proceedings to enforce rights to indemnification, the Corporation shall not be obligated to indemnify any director or officer (or his or her heirs, executors or personal or legal representatives) in connection with a proceeding (or part thereof) initiated by such person unless such proceeding (or part thereof) was authorized or consented to by the Board of Directors. The right to indemnification conferred by this Article SEVENTH shall include the right to be paid by the Corporation the expenses incurred in defending or otherwise participating in any proceeding in advance of its final disposition.

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The Corporation may, to the extent authorized from time to time by the Board of Directors, provide rights to indemnification and to the advancement of expenses to employees and agents of the Corporation similar to those conferred in this Article SEVENTH to directors and officers of the Corporation.

The rights to indemnification and to the advance of expenses conferred in this Article SEVENTH shall not be exclusive of any other right which any person may have or hereafter acquire under this Amended and Restated Certificate of Incorporation, the By-Laws of the Corporation, any statute or other law, by agreement, vote of stockholders or approval of the directors of the Corporation or otherwise.

Any repeal or modification of this Article SEVENTH shall not adversely affect any rights to indemnification and to the advancement of expenses of a director or officer of the Corporation existing at the time of such repeal or modification with respect to any acts or omissions occurring prior to such repeal or modification.

~~EIGHTH~~.: ~~Any action required or permitted to be taken by the stockholders of the Corporation may be effected only at a duly called annual or special meeting of the stockholders of the Corporation~~;~~provided that~~, prior to the Trigger Date, any action required or permitted to be taken by the stockholders of the Corporation may be effected by a consent in writing signed by the holders of shares representing the lowest requisite number of votes entitled to be cast by the Voting Stock that are permitted to approve any action by written consent under the GCL (provided that, prior to the Trigger Date, in no event shall stockholders holding less than a majority of the shares of Voting Stock be permitted to act by written consent)~~. The ability of stockholders of the Corporation to consent in writing to the taking of any action is hereby specifically denied~~ ~~from and after the Trigger Date~~.

~~NINTH~~.: ~~Meetings of stockholders may be held within or without the State of Delaware, as the By-Lawsof the Corporation~~ may provide. The books of the Corporation may be kept (subject to any provision contained in the GCL) outside the State of Delaware at such place or places as may be designated from time to time by the Board of Directors or in the By-Laws of the Corporation.

~~TENTH~~.: Except as otherwise required by law, special meetings of stockholders of the Corporation for any purpose or purposes may be called at any time only by (i) the Chief Executive Officer of the Corporation,or ~~(ii) the Board of Directors pursuant to a resolution duly adopted by a majority of the total number of authorized directors then in office which states the purpose or purposes thereof~~~~, or (iii) any stockholders who beneficially own thirty-five percent (35%) or more of the Voting Stock. Other than as set forth in clause (iii) of the preceding sentence, any. Any~~ power of the stockholders to call a special meeting of stockholders is hereby specifically denied. No business other than that stated in the notice of such meeting (or any supplement thereto) shall be transacted at any special meeting.

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~~ELEVENTH~~:

~~(a)~~: To the fullest extent permitted by applicable law (including, without limitation, Section 122(17) of the GCL (or any successor provision), the Corporation, on behalf of itself and its subsidiaries, renounces any interest or expectancy of the Corporation and its subsidiaries in, or in being offered an opportunity to participate in, business opportunities that are from time to time presented to any of the Equity Sponsors or any of their respective officers, directors, agents, stockholders, members, partners, affiliates and subsidiaries (other than the Corporation and its subsidiaries), even if the opportunity is one that the Corporation or its subsidiaries might reasonably be deemed to have pursued or had the ability or desire to pursue if granted the opportunity to do so, and, except as set forth in the exception at the end of this sentence, even if the opportunity is presented to any such person in part or in whole in his capacity as an officer or director of the Corporation, and none of the foregoing persons shall have any duty to communicate or offer such corporate opportunity to the Corporation and, to the fullest extent permitted by applicable law, shall be liable to the Corporation or any of its subsidiaries for breach of any fiduciary or other duty, as a director or officer or otherwise, by reason of the fact that such person pursues or acquires such business opportunity, directs such business opportunity to another person or fails to present such business opportunity, or information regarding such business opportunity, to the Corporation or its subsidiaries unless, in the case of any such person who is a director or officer of the Corporation, such business opportunity is expressly offered to such director or officer in writing solely in his or her capacity as a director or officer of the Corporation. Any person purchasing or otherwise acquiring any interest in any shares of stock of the Corporation shall be deemed to have notice of and consented to the provisions of this Article ELEVENTH. Neither the alteration, amendment or repeal of this Article ELEVENTH nor the adoption of any provision of this Amended and Restated Certificate of Incorporation inconsistent with this Article ELEVENTH shall eliminate or reduce the effect of this Article ELEVENTH in respect of any matter occurring, or any cause of action, suit or claim that, but for this Article ELEVENTH, would accrue or arise, prior to such alteration, amendment, repeal or adoption. Nothing in this Article ELEVENTH shall in any way alter, modify or otherwise amend any of the provisions of Section 3.8 of the Second Amended and Restated Limited Liability Company Agreement of KAR Holdings II, LLC.
~~(b)~~: ~~For purposes of this Article ELEVENTH only:~~

~~(1)~~~~The term "Corporation" shall mean the Corporation and its subsidiaries; and~~

~~(2)~~The term "the Equity Sponsors" shall mean each of GS Capital Partners VI Fund, L.P., GS Capital Partners VI Parallel, L.P., GS Capital Partners VI GmbH & Co. KG, GS Capital Partners VI Offshore Fund, L.P., Kelso Investment Associates VII, L.P., KEP VI, LLC, Axle Holdings II, LLC, ValueAct Capital Master Fund, L.P. and PCap KAR LLC and their respective affiliates and subsidiaries (other than the Corporation and its subsidiaries).

~~Table of Contents~~

~~TWELFTH~~.~~ELEVENTH:~~ ~~The Corporation expressly elects not to be governed by Section 203 of the GCL.~~

~~THIRTEENTH~~.~~TWELFTH:~~ In furtherance and not in limitation of the powers conferred upon it by the laws of the State of Delaware, the Board of Directors shall have the power without the assent or vote of the stockholders to adopt, amend, alter or repeal the By-Laws of the Corporation. The affirmative vote of at least a majority of the entire Board of Directors shall be required to adopt, amend, alter or repeal the By-Laws of the Corporation.

~~~~FOURTEENTH~~.THIRTEENTH:~~ If any provision or provisions of this Amended and Restated Certificate of Incorporation shall be held to be invalid, illegal or unenforceable as applied to any circumstance for any reason whatsoever: (i) the validity, legality and enforceability of such provisions in any other circumstance and of the remaining provisions of this Amended and Restated Certificate of Incorporation (including, without limitation, each portion of any paragraph of this Amended and Restated Certificate of Incorporation containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and (ii) to the fullest extent possible, the provisions of this Amended and Restated Certificate of Incorporation (including, without limitation, each such portion of any paragraph of this Amended and Restated Certificate of Incorporation containing any such provision held to be invalid, illegal or unenforceable) shall be construed so as to permit the Corporation to protect its directors, officers, employees and agents from personal liability in respect of their good faith service to or for the benefit of the Corporation to the fullest extent permitted by law).

~~Table of Contents~~

~~IN WITNESS WHEREOF, the Corporation has caused this Amended and Restated Certificate of Incorporation to be executed on its behalf this~~~~9thday of~~~~DecemberJune~~,~~20092016~~.

*** Exercise Your Right to Vote *** Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to Be Held on June 08, 2016 KAR AUCTION SERVICES INC Date: June 08, 2016 Time: 9:00 AM EDT 50 West Washington Street You are receiving this communication because you hold shares in the above named company. This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side). We encourage you to access and review all of the important information contained in the proxy materials before voting. 1234567 1234567 Envelope # # of # Sequence # 1TABLE OF ~~2 12 15 0000283475_1 R1.0.1.25 Broadridge Internal Use Only Job # Sequence # See the reverse side of this notice to obtain proxy materials and voting instructions.~~ CONTENTS

KAR AUCTION SERVICES, INC. ~~13085 HAMILTON CROSSING BLVD.~~11299 NORTH ILLINOIS STREET CARMEL, IN 46032 ~~Investor Address Line~~SCAN TOVIEW MATERIALS & VOTEVOTE BY INTERNETBefore The Meeting - Go to www.proxyvote.com or scan the QR Barcode aboveUse the Internet to transmit your voting instructions and for electronic delivery of information. Vote by 11:59 P.M. ET on June 1, ~~Investor Address Line 2 Investor Address Line 3 Investor Address Line 4 Investor Address Line 5 John Sample 1234 ANYWHERE STREET ANY CITY, ON A1A 1A1 1234567 1234567 1234567 234567~~2023. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.During The Meeting ~~Information Meeting Type: Annual Meeting For holders as of: April 13, 2016 Location: The Conrad Indianapolis Indianapolis, Indiana 46204 B A R C O D E~~

~~Before You Vote How~~- Go to ~~Access~~www.virtualshareholdermeeting.com/KAR2023You may attend the ~~Proxy Materials Proxy Materials Available to VIEW or RECEIVE:~~meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow ~~(located on the by the arrow (located on the following page) in the subject line. How To Vote Please Choose One of the Following Voting Methods marked by the arrow~~ available and follow the instructions.VOTE BY PHONE - 1-800-690-6903Use any touch-tone telephone to transmit your voting instructions. ~~Only 0000283475_2 R1.0.1.25~~ Vote ~~In Person: Many stockholder meetings have attendance requirements including, but not limited to,~~by 11:59 P.M. ET on June 1, 2023. Have your proxy card in hand when you call and then follow the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares. Vote By Internet: To vote now by Internet, go to www.proxyvote.com. Have the information that is printedinstructions.VOTE BY MAILMark, sign and date your proxy card and return it in the ~~box~~postage-paid envelope we have provided or return it to Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card. Internal Use 1. Combined Document How to View Online: following page) and visit: www.proxyvote.com. How to Request and Receive a PAPER or E-MAIL Copy: If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request: 1) BY INTERNET:www.proxyvote.com 2) BY TELEPHONE:1-800-579-1639 3) BY E-MAIL*:sendmaterial@proxyvote.com * If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before May 25, 2016 to facilitate timely delivery.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ALL NOMINEES AND "FOR" PROPOSALS 2 and 3. 1. Election of Directors Nominees Todd F. Bourell To ratify the Audit Committee's appointment of KPMG LLP as the Company's independent registered public accounting firm for 2016. 3. 1A 1B Donna R. Ecton 1C James P. Hallett 1D Mark E. Hill 1E J. Mark Howell 1F Lynn Jolliffe 1G Michael T. Kestner 1H John P. Larson 1I Stephen E. Smith 2. To approve the amendment and restatement of the Company's Amended and Restated Certificate of Incorporation to provide that the Company's Stockholders may remove any director from office, with or without cause, and other ministerial changes. xxxxxxxxxx Job # Sequence # 0000283475_3 R1.0.1.25Processing, c/o Broadridge, Internal Use Only xxxxxxxxxx Cusip Envelope # # of # Sequence # B A R C O D E 23456789012 2 2 2 2 12345678901 12345678901 12345678901 12345678901 12345678901 12345678901 12345678901 12345678901 12345678901 12345678901 Voting items

THE COMPANY NAME INC. - CLASS A THE COMPANY NAME INC. - CLASS C 123,456,789,012.12345 123,456,789,012.12345 THE COMPANY NAME INC. - CLASS F 123,456,789,012.12345 Envelope # # of # Sequence # 0000283475_4 R1.0.1.25 Broadridge Internal Use Only THIS SPACE RESERVED FOR SIGNATURES IF APPLICABLE Job # Sequence # NAME THE COMPANY NAME INC. - COMMON 123,456,789,012.12345 THE COMPANY NAME INC. - CLASS B123,456,789,012.12345 THE COMPANY NAME INC. - CLASS D123,456,789,012.12345 THE COMPANY NAME INC. - CLASS E123,456,789,012.12345 THE COMPANY NAME INC. - 401 K123,456,789,012.12345 Reserved for Broadridge Internal Control Information

~~If you would like to reduce the costs incurred by our company in mailing proxy 1234567 VOTE BY MAIL 123,456,789,012.12345~~51 Mercedes Way, Edgewood, NY 11717. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: ~~KEEP~~V13737-P91991KEEP THIS PORTION FOR YOUR ~~RECORDS DETACH AND RETURN THIS PORTION ONLY THIS~~RECORDSTHIS PROXY CARD IS VALID ONLY WHEN SIGNED AND ~~DATED. THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ALL NOMINEES~~DATED.DETACH AND ~~"FOR" PROPOSALS 2 and 3. 1. Election~~RETURN THIS PORTION ONLYKAR AUCTION SERVICES, INC. The Board of Directors Nominees Todd F. Bourell For 0 0 0 0 0 0 0 0 Yes 0 Against 0 0 0 0 0 0 0 0 No 0 Abstain 0 0 0 0 0 0 0 0 0 1A For 0 For 0 Against 0 Against 0 Abstain 0 Abstain 0 1B Donna R. Ecton 1I Stephen E. Smith 1Crecommends you vote FOR the following:1.Election of the director nominee designated by the Apax Investor. Nominee: 1a. Roy Mackenzie 2.Election of the other director nominees. Nominees: 2a. Carmel Galvin 2b. James P. Hallett 1D2c. Mark E. Hill 2. To approve the amendment and restatement of the Company's Amended and Restated Certificate of Incorporation to provide that the Company's Stockholders may remove any director from office, with or without cause, and other ministerial changes. 1E2d. J. Mark Howell ~~1F Lynn Jolliffe 0 0 0 1G~~2e. Stefan Jacoby 2f. Peter Kelly 2g. Michael T. Kestner ~~3. To~~2h. Sanjeev Mehra 2i. Mary Ellen Smith For Against Abstain! ! !For Against Abstain! ! !! ! !! ! !! ! !! ! !! ! !! ! !! ! !! ! ! The Board of Directors recommends you vote FOR theForAgainstAbstainfollowing proposal 3:3.To approve, on an advisory basis, executive compensation.!!!EveryEveryEveryTwoThreeThe Board of Directors recommends you voteYearYearsYearsAbstainEVERY YEAR for the following proposal 4:4.To approve, on an advisory basis, the frequency of!!!!future votes to approve executive compensation.The Board of Directors recommends you vote FOR theForAgainstAbstainfollowing proposal 5:5.To ratify the ~~Audit Committee's~~ appointment of KPMG LLP as the ~~Company's~~ Company's!!!independent registered public accounting firm for ~~2016. 1H John P. Larson For address change/comments, mark here. (see reverse for instructions) Please indicate if you plan to attend this meeting~~2023. Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized ~~officer. Signature~~officer.Signature [PLEASE SIGN WITHIN BOX] ~~Date Signature~~DateSignature (Joint Owners)Date ~~02 0000000000~~

TABLE OF CONTENTS

ANNUAL MEETING OF STOCKHOLDERS OFKAR AUCTION SERVICES, INC.JUNE 2, 2023Important Notice Regarding Availability of Proxy Materials for the Annual Meeting:The Notice and Proxy Statement and Form 10-K are available at www.proxyvote.comPlease sign, date and mailYour proxy card in the envelope provided as soon as possibleImportant Notice Regarding the Availability of Proxy Materials for the Annual Meeting:The Combined Document is available at www.proxyvote.comV13738-P91991PROXYKAR AUCTION SERVICES, INC.ANNUAL MEETING OF STOCKHOLDERS - JUNE 2, 2023PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORSThe undersigned hereby appoints Peter Kelly and Charles S. Coleman, and each of them, as true and lawful agents and proxies with full power of substitution in each, to attend and represent the undersigned on all matters to come before the Annual Meeting of Stockholders and to vote as designated on the reverse side, all the shares of Series A Convertible Preferred Stock of KAR Auction Services, Inc., held of record by the undersigned on April 6, 2023, during or at any adjournment or postponement of the Annual Meeting of Stockholders to be held at 9:00 a.m., EDT, via the Internet at www.virtualshareholdermeeting.com/KAR2023. I hereby acknowledge receipt of the Notice of Annual Meeting of Stockholders and the accompanying Proxy Statement, the terms of which are incorporated by reference, and revoke any proxy previously given by me with respect to such meeting.This proxy will be voted as directed, or if no direction is indicated, the proxy holders will vote the shares represented by this proxy "FOR" the nominees listed in Proposals 1 and 2, "FOR" Proposals 3 and 5, "EVERY YEAR" for Proposal 4 and in the discretion of the proxy holders on any other matter that may properly come before the meeting. (Continued and to be signed on reverse side)

TABLE OF ~~1 1 2 0000283476_1 R1.0.1.25 SHARES CUSIP # JOB #SEQUENCE # VOTE~~CONTENTS

KAR AUCTION SERVICES, INC. 11299 NORTH ILLINOIS STREET CARMEL, IN 46032 SCAN TOVIEW MATERIALS & VOTEVOTE BY ~~INTERNET~~INTERNETBefore The Meeting - Go to www.proxyvote.com ~~Use~~or scan the QR Barcode aboveUse the Internet to transmit your voting instructions and for electronic delivery of ~~information up until~~information. Vote by 11:59 P.M. ~~Eastern Time the day before the cut-off date or meeting date.~~ET on June 1, 2023. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction ~~form. ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS materials, you can consent~~form.During The Meeting - Go to ~~receiving all future proxy statements, proxy cards and annual reports electronically~~www.virtualshareholdermeeting.com/KAR2023You may attend the meeting via ~~e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using~~ the Internet and ~~when prompted, indicate~~vote during the meeting. Have the information that ~~you agree to receive or access proxy materials electronically~~is printed in ~~future years. VOTE~~the box marked by the arrow available and follow the instructions.VOTE BY PHONE - ~~1-800-690-6903 Use~~1-800-690-6903Use any touch-tone telephone to transmit your voting ~~instructions up until~~instructions. Vote by 11:59 ~~John Sample 234567P.M. Eastern Time the day before the cut-off date or meeting date.~~P.M. ET on June 1, 2023. Have your proxy card in hand when you call and then follow the ~~instructions. 1234567 Mark,~~instructions.VOTE BY MAILMark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. NAME THE COMPANY NAME INC. - COMMON THE COMPANY NAME INC. - CLASS A THE COMPANY NAME INC. - CLASS B THE COMPANY NAME INC. - CLASS C THE COMPANY NAME INC. - CLASS D THE COMPANY NAME INC. - CLASS E THE COMPANY NAME INC. - CLASS F THE COMPA N Y NAME INC. - 401 K CONTROL # SHARES123,456,789,012.12345 123,456,789,012.12345 123,456,789,012.12345 123,456,789,012.12345 123,456,789,012.12345 123,456,789,012.12345 123,456,789,012.12345 x PAGE1 OF 2 KARTO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:V13739-P91991KEEP THIS PORTION FOR YOUR RECORDSTHIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.DETACH AND RETURN THIS PORTION ONLYKAR AUCTION SERVICES, INC. 13085 HAMILTON CROSSING BLVD. CARMEL, IN 46032 Investor Address Line 1 Investor Address Line 2 Investor Address Line 3 Investor Address Line 4 Investor Address Line 5 8 8 8 1 1234 ANYWHERE STREET ANY CITY, ON A1A 1A1 234567 234567 234567 234567

INC.The Board of Directors recommends you vote FOR the following:2.Election of the other director nominees.Nominees:ForAgainstAbstain2a.Carmel Galvin!!!The Board of Directors recommends you vote FOR theForAgainstAbstainfollowing proposal 3:2b.James P. Hallett!!!3. To approve, on an advisory basis, executive compensation.!!!2c.Mark E. Hill!!!EveryEvery!!!EveryTwoThree2d.J. Mark HowellThe Board of Directors recommends you voteYearYearsYearsAbstainEVERY YEAR for the following proposal 4:2e.Stefan Jacoby!!!4. To approve, on an advisory basis, the frequency of!!!!future votes to approve executive compensation.2f.Peter Kelly!!!2g.Michael T. Kestner!!!The Board of Directors recommends you vote FOR theForAgainstAbstainfollowing proposal 5:2h.Sanjeev Mehra!!!5. To ratify the appointment of KPMG LLP as the Company's!!!independent registered public accounting firm for 2023.2i.Mary Ellen Smith!!!Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer.Signature [PLEASE SIGN WITHIN BOX]DateSignature (Joint Owners)Date

TABLE OF CONTENTS

~~PROXY KAR~~ [MISSING IMAGE: px_votepage4-bw.jpg]

ANNUAL MEETING OF STOCKHOLDERS OFKAR AUCTION SERVICES, ~~INC. ANNUAL~~INC.JUNE 2, 2023Important Notice Regarding Availability of Proxy Materials for the Annual Meeting:The Notice and Proxy Statement and Form 10-K are available at www.proxyvote.comPlease sign, date and mailYour proxy card in the envelope provided as soon as possibleImportant Notice Regarding the Availability of Proxy Materials for the Annual Meeting:The Combined Document is available at www.proxyvote.comV13740-P91991PROXYKAR AUCTION SERVICES, INC.ANNUAL MEETING OF STOCKHOLDERS - JUNE ~~8, 2016 PROXY~~2, 2023PROXY SOLICITED ON BEHALF OF THE BOARD OF ~~DIRECTORS The~~DIRECTORSThe undersigned hereby appoints ~~Eric M. Loughmiller~~Peter Kelly and ~~Rebecca C. Polak,~~Charles S. Coleman, and each of them, as true and lawful agents and proxies with full power of substitution in each, to attend and represent the undersigned on all matters to come before the Annual Meeting of Stockholders and to vote as designated on the reverse side, all the shares of common stock of KAR Auction Services, Inc., held of record by the undersigned on April ~~13, 2016,~~6, 2023, during or at any adjournment or postponement of the Annual Meeting of Stockholders to be held at 9:00 a.m., EDT, via the Internet at ~~the Conrad Indianapolis, 50 West Washington Street, Indianapolis, Indiana 46204 on Wednesday, June 8, 2016.~~www.virtualshareholdermeeting.com/KAR2023. I hereby acknowledge receipt of the Notice of Annual Meeting of Stockholders and the accompanying Proxy Statement, the terms of which are incorporated by reference, and revoke any proxy previously given by me with respect to such ~~meeting. This~~meeting.This proxy will be voted as directed, or if no direction is indicated, the proxy holders will vote the shares represented by this proxy "FOR"each of the nominees listed in Proposal ~~1 and~~2, "FOR" Proposals 23 and 3,5, "EVERY YEAR" for Proposal 4 and in the discretion of the proxy holders on any other matter that may properly come before the meeting. ~~Address change/comments: (If you noted any Address Changes and/or Comments above, please mark corresponding box on the reverse side.) Continued~~(Continued and to be signed on reverse side ~~0000283476_2 R1.0.1.25~~

0001395942 3 2022-01-01 2022-12-31


~~Filed by the Registrant~~ý
~~Filed by a Party other than the Registrant~~o
~~Check the appropriate box:~~
o		~~Preliminary Proxy Statement~~
o		~~Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))~~
ý		~~Definitive Proxy Statement~~
o		~~Definitive Additional Materials~~
o		~~Soliciting Material under §240.14a-12~~


KAR AUCTION SERVICES, INC.
~~(Name of Registrant as Specified In Its Charter)~~

~~(Name of Person(s) Filing Proxy Statement, if other than the Registrant)~~
~~Payment of Filing Fee (Check the appropriate box):~~
ý	~~No fee required.~~
o	~~Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.~~
	~~(1)~~	~~Title of each class of securities to which transaction applies:~~
	~~(2)~~	~~Aggregate number of securities to which transaction applies:~~
	~~(3)~~	~~Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):~~
	~~(4)~~	~~Proposed maximum aggregate value of transaction:~~
	~~(5)~~	~~Total fee paid:~~
o	~~Fee paid previously with preliminary materials.~~
o	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
	~~(1)~~	~~Amount Previously Paid:~~
	~~(2)~~	~~Form, Schedule or Registration Statement No.:~~
	~~(3)~~	~~Filing Party:~~
	~~(4)~~	~~Date Filed:~~


	Date and Time:
~~Time and Date~~		9:00 a.m., Eastern Daylight Time, on June ~~8, 2016~~2, 2023

~~Place~~	Place:	~~Conrad Indianapolis~~ ~~50 West Washington Street~~ ~~Indianapolis, Indiana 46204~~		Online at www.virtualshareholdermeeting.com/KAR2023

	Admission:			To attend the 2023 annual meeting, visit www.virtualshareholdermeeting.com/KAR2023. You will need the 16-digit control number included on your Notice of Internet Availability of Proxy Materials, on your proxy card or on the instructions that accompanied your proxy materials.

	Items of ~~Business~~Business:			The holders of shares of Series A Convertible Preferred Stock (the “Series A Preferred Stock”), voting as a separate class, are being asked to vote on:
				Proposal No. 1: To elect ~~nine directors~~the director nominee designated by Ignition Parent LP (“Apax Investor”) to the Board of Directors.
				The holders of shares of common stock and shares of Series A Preferred Stock, voting together as a single class, are being asked to consider and vote on the following items:
				Proposal No. 2: To elect each of the other nine director nominees to the Board of Directors.
				Proposal No. 3: To approve, the amendment and restatement of the Company's Amended and Restated Certificate of Incorporation to provide that the Company's stockholders may remove any director from office, with or without cause, and other ministerial changes.on an advisory basis, executive compensation.
				Proposal No. 3:4: To approve, on an advisory basis, the frequency of future votes to approve executive compensation.
				Proposal No. 5: To ratify the appointment of KPMG LLP as our independent registered public accounting firm for ~~2016.~~2023.
				To transact any other business as may properly come before the meeting or any adjournments or postponements thereof.

	Record ~~Date~~Date:			You are entitled to vote at the 2023 annual meeting and at any adjournments or postponements thereof if you were a stockholder of record at the close of business on April ~~13, 2016.~~6, 2023. A list of stockholders entitled to vote at the 2023 annual meeting will be available for examination during ordinary business hours for 10 days prior to the meeting at the address listed above, and the list will also be available online during the meeting.

	Voting by ~~Proxy~~Proxy:		~~Please submit~~	Whether or not you plan to virtually attend the 2023 annual meeting, please vote at your earliest convenience by following the instructions in the Notice of Internet Availability of Proxy Materials or the proxy card ~~as soon as possible~~you received in the mail so that your shares can be voted at the 2023 annual meeting in accordance with your instructions. For specific instructions on voting, please refer to the instructions on your enclosed proxy card.


PROXY STATEMENT SUMMARY			1		1
~~ANNUAL MEETING OF STOCKHOLDERS~~	Annual Meeting of Stockholders			1
~~ITEMS TO BE VOTED ON AT ANNUAL MEETING OF STOCKHOLDERS~~	Items to be Voted on at Annual Meeting of Stockholders			1
	Board Nominees			2 ~~KAR AUCTION SERVICES 2015 HIGHLIGHTS~~		3
	2022 Business Highlights			3
	Corporate Governance Highlights			4
	Executive Compensation			5
	PROPOSALS NO. 1 & 2: ELECTION OF ~~DIRECTORS: PROPOSAL NO. 1~~DIRECTORS			6		7
	Directors Elected Annually			6 ~~DIRECTORS ELECTED ANNUALLY~~		7
	Director Independence			6 ~~DIRECTOR INDEPENDENCE~~		7
	Board Nominations and Director Nomination Process			6 ~~BOARD NOMINATIONS AND DIRECTOR NOMINATION PROCESS~~		7
	Board Qualifications and Diversity			7 ~~DIVERSITY~~		8
	Information Regarding the Nominees for Election to the Board			7 ~~INFORMATION REGARDING THE NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS~~		8
	BOARD ~~OF DIRECTORS~~ STRUCTURE AND CORPORATE GOVERNANCE			14		18
	Role of the Board			14 ~~ROLE OF THE BOARD OF DIRECTORS~~		18
	Board Leadership			14 ~~BOARD LEADERSHIP~~		18
	Executive Sessions			15 ~~BOARD OF DIRECTORS MEETINGS AND ATTENDANCE~~		19
	Board Meetings and Attendance			15 ~~COMMITTEES OF THE BOARD OF DIRECTORS~~		19
	Board Committees			15 ~~BOARD OF DIRECTORS' RISK OVERSIGHT~~		21
	Board and Committee Evaluation Process			17 ~~CORPORATE GOVERNANCE DOCUMENTS~~		22
	Board’s Risk Oversight			17 ~~COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION~~		22
	Corporate Governance Documents			18 ~~COMMUNICATIONS WITH THE BOARD OF DIRECTORS~~		22
	Compensation Committee Interlocks and Insider Participation			19 ~~EXECUTIVE SESSIONS~~		23
	~~DIRECTOR COMPENSATION~~Stockholder Communications with the Board			19		24
	DIRECTOR COMPENSATION			20
	Cash and Stock Retainers			20
	Director Deferred Compensation Plan			21
	Director Stock Ownership and Holding Guidelines			21
	Director Compensation Paid in 2022			21
	Outstanding Director Restricted Stock Awards			22
	BENEFICIAL OWNERSHIP OF ~~THE COMPANY'S COMMON~~COMPANY STOCK			23		27
	PROPOSAL NO. 3: ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION			26 ~~SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE~~		28
	~~AMENDMENT AND RESTATEMENT OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION: PROPOSAL NO. 2~~Proposal			26		29
~~PROPOSAL~~		29
~~RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM: PROPOSAL NO. 3~~		30
~~PROPOSAL~~		30
~~REPORT OF THE AUDIT COMMITTEE~~		31
~~FEES PAID TO KPMG LLP~~		32


	Date and Time:	9:00 a.m., Eastern Daylight Time, on June ~~8, 2016~~2, 2023
~~Location:~~			~~Conrad Indianapolis, 50 West Washington Street, Indianapolis, Indiana 46204~~
	Location:	Online at www.virtualshareholdermeeting.com/KAR2023

	Record Date:	Stockholders of record as of the close of business on the record date, April ~~13, 2016~~6, 2023, are entitled to ~~vote. Each share~~vote at the 2023 annual meeting of stockholders. On the record date, the Company had 109,185,902 shares of common stock ~~is entitled to one vote for each director nominee~~issued and ~~for each~~outstanding and 634,305 shares of ~~the other proposals to be voted on at the 2016 annual meeting of stockholders.~~Series A Preferred Stock issued and outstanding.
~~NYSE Symbol:~~			~~KAR~~
	NYSE Symbol:	KAR

	Registrar and Transfer Agent:	American Stock Transfer & Trust Company, LLC


	Michael T. Kestner Chairman of the Board			Peter Kelly Chief Executive Officer

		On Behalf of the Board of Directors,

~~April 28, 2016~~ ~~Carmel, Indiana~~	~~Rebecca C. Polak~~ ~~Executive Vice President,~~ ~~General Counsel and Secretary~~


	April 21, 2023 Carmel, Indiana			Charles S. Coleman EVP, Chief Legal Officer and Secretary


~~POLICY ON AUDIT COMMITTEE PRE-APPROVAL OF AUDIT AND PERMISSIBLE NON-AUDIT SERVICES OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM~~		32
COMPENSATION DISCUSSION AND ANALYSIS			27		33
	Overview			27 ~~OVERVIEW~~		33
~~EXECUTIVE SUMMARY~~	Executive Summary			3429
	Compensation Philosophy and Objectives			31 ~~COMPENSATION PHILOSOPHY AND OBJECTIVES~~		38
	The Role of the Compensation Committee and the Executive Officers in Determining Executive Compensation			31 ~~THE ROLE OF THE COMPENSATION COMMITTEE AND THE EXECUTIVE OFFICERS IN DETERMINING EXECUTIVE COMPENSATION~~

	38Elements Used to Achieve Compensation Philosophy and Objectives				33
	Compensation Policies and Other Information				43 ~~ELEMENTS USED TO ACHIEVE COMPENSATION PHILOSOPHY AND OBJECTIVES~~	40
	Results of Say On Pay Vote at 2022 Annual Meeting				44 ~~COMPENSATION POLICIES AND OTHER INFORMATION~~	49
~~RESULTS OF SAY ON PAY VOTES AT 2014 ANNUAL MEETING~~		51
COMPENSATION COMMITTEE REPORT				5145
	ANALYSIS OF RISK IN THE ~~COMPANY'S~~COMPANY’S COMPENSATION STRUCTURE				46	52
	SUMMARY COMPENSATION TABLE FOR ~~2015~~2022				47	53
	GRANTS OF PLAN-BASED AWARDS FOR ~~2015~~2022				49	55
	OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END ~~2015~~2022				50	56
	OPTION EXERCISES AND STOCK VESTED DURING FISCAL YEAR ~~2015~~2022				53	58
	POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL				54	59
	Equity-Based Awards — Omnibus Plan				54 ~~EQUITY-BASED AWARDS—STOCK INCENTIVE PLAN AND OMNIBUS PLAN~~	59
	Annual Cash Incentive Awards — Omnibus Plan				55 ~~ANNUAL CASH INCENTIVE AWARDS—OMNIBUS PLAN~~	61
	POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN ~~CONTROL—~~CONTROL TABLE				6256
	Employment Agreements with Named Executive Officers				59 ~~EMPLOYMENT AGREEMENTS WITH NAMED EXECUTIVE OFFICERS~~	64
	~~CERTAIN RELATED PARTY RELATIONSHIPS~~CEO PAY RATIO				62	68
	PAY VERSUS PERFORMANCE				63 ~~REVIEW AND APPROVAL OF TRANSACTIONS WITH RELATED PERSONS~~	68
	PROPOSAL NO. 4: ADVISORY VOTE TO APPROVE FREQUENCY OF FUTURE ADVISORY VOTES TO APPROVE EXECUTIVE COMPENSATION				66
	PROPOSAL NO. 5: RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM				67
	Proposal				67
	Report of the Audit Committee				68
	Fees Paid to KPMG LLP				69
	Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm				69
	RELATED PERSON TRANSACTIONS				70
	Review and Approval of Transactions with Related Persons				70
	REQUIREMENTS, INCLUDING DEADLINES, FOR SUBMISSION OF PROXY PROPOSALS				72	69
	Nomination of Directors and Other Business of Stockholders				72 ~~NOMINATION OF DIRECTORS AND OTHER BUSINESS OF STOCKHOLDERS~~	69
	QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND THE ANNUAL MEETING		70

Proposal		Board of Directors' Recommendation	Page


1.	Election of each of the nine director nominees	FOR	7
2.	Amendment and restatement of the Company's Amended and Restated Certificate of Incorporation to provide that stockholders may remove any director from office, with or without cause, and other ministerial changes	FOR	29
3.	Ratification of the appointment of KPMG LLP as our independent registered public accounting firm for 2016	FOR	30

Proposal	1	Our Board’s Recommendation	Page
1. Election of the director nominee designated by the Apax Investor.		FOR the director nominee	8

2. Election of each of the other nine director nominees.		FOR each director nominee	13

3. Approval, on an advisory basis, of executive compensation.		FOR	26

4. Approval, on an advisory basis, of the frequency of future votes to approve executive compensation.		FOR EVERY YEAR	66

5. Ratification of the appointment of KPMG LLP as our independent registered public accounting firm for 2023.		FOR	67

Name	Age	Director Since	Independent	Primary Occupation	Committee Membership***


Todd F. Bourell	46	2015	Yes	Managing Partner of WLJ Capital, LLC	NCGC
Donna R. Ecton	69	2013	Yes	Chairman and Chief Executive Officer of EEI Inc.	CC (Chair), AC
James P. Hallett*	63	2007	No	Chairman of the Board and Chief Executive Officer of KAR	—
Mark E. Hill	60	2014	Yes	Managing Partner of Collina Ventures, LLC	NCGC (Chair), RC
J. Mark Howell	51	2014	Yes	Chief Operating Officer of Angie's List, Inc.	RC (Chair), CC
Lynn Jolliffe	64	2014	Yes	Human Capital and Talent Management Consultant	AC, CC
Michael T. Kestner	62	2013	Yes	Building Products and Automotive Industry Consultant	AC (Chair), RC
John P. Larson**	53	2014	Yes	Chief Executive Officer of Bestop, Inc.	CC, RC
Stephen E. Smith	67	2013	Yes	Automotive Industry Consultant	AC, NCGC

			5	Annual Elections: Our directors are elected annually for one-year terms.
				Majority Voting: We maintain a majority voting standard for uncontested director elections with a policy for directors to tender their resignation if less than a majority of the votes cast are in their favor.
				Director and Committee Independence: Eight of our ten director nominees are independent, and all committees of our Board of Directors (the “Board”) are comprised entirely of independent directors.
				Executive Sessions: Our independent directors meet in executive session at each regularly scheduled Board meeting.
				Independent Chairman: We have an independent Chairman of the Board who presides over the executive sessions of the independent directors and serves as the principal liaison between the independent directors and our CEO.
				Diversity: Female and minority directors compromise 30% of our Board.
				Annual Board and Committee Evaluations: The Board and its committees each evaluates its performance each year.
				Robust Equity Ownership Requirements for Non-Employee Directors: The stock ownership guideline for our non-employee directors is five times their annual cash retainer.
				Robust Equity Retention Requirements for Non-Employee Directors: All shares of our common stock granted to non-employee directors must be held for three years after vesting while serving as a director.
				Robust Equity Ownership Requirements for Executive Officers: We have stock ownership guidelines that are applicable to our executive officers. The stock ownership guideline for our CEO is five times his annual base salary and, for the remaining executive officers, three times annual base salary. Executive officers are required to hold 60% of vested shares, net of taxes, until stock ownership guidelines are met.
				Anti-Hedging and Pledging Policies: Our directors and executive officers are prohibited from hedging or pledging Company stock.
				Annual Management and CEO Evaluation and Succession Planning Review: Our Board conducts an annual evaluation and review of our CEO and each executive officer’s performance, development and succession plan.
				Board Risk Oversight: The Risk Committee assists the Board in its oversight of: (i) the principal business, financial, technology, operational and regulatory risks and other material risks and exposures of the Company; and (ii) the actions, activities and initiatives of the Company to mitigate such risks and exposures. The Risk Committee provides oversight with respect to risk practices implemented by management, except for the oversight of risks that have been specifically delegated to another committee of the Board (in which case the Risk Committee may maintain oversight over such risks through the receipt of reports from such committees). The Risk Committee receives quarterly cybersecurity reports from our Chief Information Security Officer.
				Board ESG Oversight: The Nominating and Corporate Governance Committee assists the Board in its oversight of environmental, social and governance (ESG) matters.


✔	*~~Pay for performance alignment:~~* ~~Historically, we have demonstrated close alignment between our total stockholder return (TSR) performance and the compensation of our Chief Executive Officer, as shown in the chart on page 36.~~	✔	*~~Pay for performance:~~* The equity awards granted to our named executive officers in 2015 and in 2016 are heavily performance-based, including restricted stock units that vest based on achievement of adjusted earnings per share and net income goals.
✔	*~~Independent Compensation Committee:~~* ~~All of the members of our Compensation Committee are independent under NYSE rules.~~	✔	*~~Maximum payout caps for annual cash incentive compensation and performance restricted stock units (PRSUs).~~*
✔	*~~Moderate change-in-control benefits:~~* ~~Change-in-control severance benefits are two times base salary and target bonus for the CEO and one times base salary and target bonus for the other executive officers.~~	✔	*~~Independent compensation consultants:~~* ~~In 2015, our Compensation Committee engaged Semler Brossy Consulting Group LLC as its independent compensation consultant.~~
✔	*~~Clawback of certain compensation if restatement and intentional misconduct:~~* ~~Our clawback policy provides for the recovery of incentive compensation in the event we are required to prepare an accounting restatement due to such executive officer's intentional misconduct.~~	✔	*~~Robust equity retention requirement:~~* In 2015, we adopted an equity retention requirement that is applicable to senior executives, including our named executive officers. Our named executive officers are required to hold 100% of net shares of Company stock received under awards granted on or after January 1, 2015 for at least 12 months after vesting, regardless of whether the stock ownership guideline has been met.
✔	*~~Robust equity ownership requirements:~~* In 2015, we adopted stock ownership guidelines that are applicable to senior executives, including our named executive officers. The stock ownership guideline for our CEO is five times his annual base salary.


✘	*~~Allow dividends or dividend equivalents to be paid on unvested PRSUs:~~* ~~Dividend equivalents are accrued but not paid on PRSUs until (i) the performance conditions are satisfied; and (ii) the PRSUs vest after the performance measurement period.~~	✘	*~~Allow hedging of KAR securities:~~* ~~We prohibit the hedging of Company stock by our directors and officers.~~
✘	*~~Allow pledging of KAR securities:~~* ~~As part of our Insider Trading Policy, we prohibit the pledging of Company stock.~~	✘	*~~Provide excessive executive perquisites:~~* ~~We provide only a limited number of perquisites to attract talented executives and to retain our current executives.~~

Name	Fees Earned or Paid in Cash(1)	Stock Awards(2)	Total

Ryan M. Birtwell(3)	$35,961	—	$35,961
Todd F. Bourell(4)	$43,269	$100,031	$143,300
Donna R. Ecton(5)	$89,926	$100,031	$189,957
Peter R. Formanek(6)	$78,062	$100,031	$178,093
Mark E. Hill(7)	$80,769	$100,031	$180,800
J. Mark Howell	$75,000	$143,884	$218,884
Lynn Jolliffe	$75,000	$100,031	$175,031
Michael T. Kestner	$95,000	$100,031	$195,031
John P. Larson(8)	$105,000	$100,031	$205,031
Stephen E. Smith	$75,000	$100,031	$175,031

Name	Unvested Shares of Common Stock	Deferred Phantom Shares and Dividend Equivalents(1)

Todd F. Bourell	1,328	2,658
Donna R. Ecton	1,328	7,747
Peter R. Formanek	1,328	—
Mark E. Hill	1,328	5,978
J. Mark Howell	1,328	3,957
Lynn Jolliffe	1,328	5,978
Michael T. Kestner	1,328	6,041
John P. Larson	1,328	5,978
Stephen E. Smith	1,328	7,747

Fee Category

Audit Fees(1)	$2,359,561	$2,148,000
Audit-Related Fees(2)	33,000	32,500
Tax Fees(3)	248,615	96,035
All Other Fees(4)	160,432	70,471

Total Fees	$2,801,608	$2,347,006




Fiscal Year	2010 YE	2011	2012	2013	2014	2015

CEO Pay ($000)		$1,475	$1,414	$5,994	$4,808	$4,824

Indexed TSR	100	97.83	148.15	223.66	270.86	297.96

Name	Base Salary	Increase %	Effective Date	Why Was Increase Approved?

Jim Hallett	$900,000	0%	January 1, 2014	N/A.
Eric Loughmiller	$450,000	1.7%	January 1, 2015	Increase based upon review of competitive pay practices.
Don Gottwald	$550,000	0%	January 1, 2014	N/A.
Stéphane St-Hilaire	$450,000	0%	January 1, 2014	N/A.
John Kett	$450,000	0%	January 1, 2014	N/A.

	Threshold		Target		Superior		Achieved Results

KAR Auction Services	$	592.9	$	641.0	$	673.0	$	649.8	101.4	%
ADESA*	$	270.1	$	292.0	$	321.2	$	316.2	108.3	%
IAA	$	245.1	$	265.0	$	291.5	$	265.1	100.0	%

		Bonus Opportunity			Bonus Goal Weighting %

					2015 Adjusted EBITDA
		Threshold % of Base Salary	Target % of Base Salary	Superior % of Base Salary	2015 Adjusted EBITDA
Name	Base Salary	Threshold % of Base Salary	Target % of Base Salary	Superior % of Base Salary	KAR Auction Services	ADESA	IAA
Jim Hallett	$900,000	50	100	150	100
Eric Loughmiller	$450,000	37.5	75	112.5	100
Don Gottwald	$550,000	50	100	150	100
Stéphane St-Hilaire	$450,000	50	100	150	50	50
John Kett	$450,000	50	100	150	50		50

Name	Percentage of Target Annual Incentive Award Earned	2015 Payout

Jim Hallett	113.7%	$1,023,613
Eric Loughmiller	113.7%	$383,855
Don Gottwald	113.7%	$625,541
Stéphane St-Hilaire(1)	122.9%	$553,145
John Kett	106.9%	$481,030

Name	Target PRSUs (Cumulative Adjusted Net Income Per Share Goal)	Value of Target Shares at Grant	RSUs	Value of RSUs at Grant

Jim Hallett	57,879	$2,142,681	19,293	$714,227
Eric Loughmiller	26,796	$991,988	8,932	$330,663
Don Gottwald	14,738	$545,601	4,913	$181,879
Stéphane St-Hilaire	9,647	$357,132	3,216	$119,056
John Kett	9,647	$357,132	3,216	$119,056

Name and Principal Position	Year	Salary	Stock Awards(1)	Option Awards(2)	Non-Equity Incentive Plan Compensation(3)	All Other Compensation(4)	Total

Jim Hallett,	2015	$900,000	$2,856,908	—	$1,023,613	$43,420	$4,823,941

CEO and Chairman	2014	$900,000	$1,477,796	$1,283,066	$1,106,118	$41,340	$4,808,320

	2013	$832,320	$4,407,271	—	$711,164	$43,399	$5,994,154
Eric Loughmiller,	2015	$450,000	$1,322,651	—	$383,855	$37,456	$2,193,962

EVP and CFO	2014	$442,534	$738,898	$641,546	$407,913	$32,026	$2,262,917

	2013	$433,857	$2,203,652	—	$278,027	$12,270	$2,927,806
Don Gottwald,	2015	$550,000	$727,480	—	$625,541	$31,385	$1,934,406

Chief Operating	2014	$523,388	—	—	$617,391	$29,750	$1,170,529

Officer	2013	$424,483	—	—	$430,638	$29,358	$884,479
Stéphane St-Hilaire,(5)	2015	$447,937	$476,188	—	$553,145	$80,059	$1,557,323

CEO and President	2014	$434,363	$295,582	$256,634	$456,113	$93,051	$1,535,743

of ADESA
John Kett,(6)	2015	$450,000	$476,188	—	$481,030	$33,620	$1,440,838

CEO and President
of IAA

			Estimated Future Payouts under Non-Equity Incentive Plan Awards(1)						Estimated Future Payouts under Equity Incentive Plan Awards(2)

Name (a)	Grant Date (b)		Threshold ($)(c)		Target ($)(d)		Maximum ($)(e)		Threshold (#)(f)		Target (#)(g)		Maximum (#)(h)		Number of Securities Underlying Restricted Stock Units (#)(3)(i)		Grant Date Fair Value of Stock Awards ($)(4)(l)
Jim Hallett		—		450,000		900,000		1,350,000

		2/20/2015								28,940		57,879		115,758				2,142,681

		2/20/2015														19,293		714,227
Eric Loughmiller		—		168,750		337,500		506,250

		2/20/2015								13,398		26,796		53,592				991,988

		2/20/2015														8,932		330,663
Don Gottwald		—		275,000		550,000		825,000

		2/20/2015								7,369		14,738		29,476				545,601

		2/20/2015														4,913		181,879
Stéphane St-Hilaire(5)		—		225,000		450,000		675,000

		2/20/2015								4,824		9,647		19,294				357,132

		2/20/2015														3,216		119,056
John Kett		—		225,000		450,000		675,000

		2/20/2015								4,824		9,647		19,294				357,132

		2/20/2015														3,216		119,056

	Option Awards

Name (a)	Number of Shares Acquired on Exercise (#) (b)		Value Realized on Exercise ($) (c)
Jim Hallett		—		—
Eric Loughmiller		—		—
Don Gottwald		28,270		780,414
Stéphane St-Hilaire		—		—
John Kett		75,000		2,066,000

Named Executive Officer and Triggering Event	Cash Severance		Non- Equity Incentive Pay (1)		Stock Options (2)		PRSUs (3)		RSUs (4)		Excise Tax Gross- Up (5)		Life Insurance (6)		Total


Jim Hallett

• Death		—	$	1,023,613	$	895,230	$	9,273,962	$	714,420		—	$	800,000	$	12,707,225
• Disability (7)		—	$	1,023,613	$	895,230	$	9,273,962	$	714,420		—		—	$	11,907,225
• Retirement (8)		—	$	1,023,613		—		—		—		—		—	$	1,023,613
• Voluntary / for Cause		—		—		—		—		—		—		—		—
• Termination w/o Cause or for Good Reason	$	3,600,000 (9)	$	1,023,613		—	$	5,398,808		—		—		—	$	10,022,421
• CIC (single trigger)		—	$	1,023,613	$	895,230	$	2,207,591	$	714,420		—		—	$	4,840,854
• Termination after CIC (double trigger)	$	3,600,000 (9)	$	1,023,613	$	895,230	$	9,273,962	$	714,420	$	4,085,563		—	$	19,592,788

Eric Loughmiller

• Death	$	13,560 (10)	$	383,855	$	447,624	$	4,555,245	$	330,752		—	$	800,000	$	6,531,056
• Disability (7)	$	13,560 (10)	$	383,855	$	447,624	$	4,555,245	$	330,752		—		—	$	5,731,036
• Retirement (8)		—		—		—		—		—		—		—		—
• Voluntary / for Cause		—		—		—		—		— —		—		—		—
• Termination w/o Cause or for Good Reason	$	801,060 (9)	$	383,855		—	$	2,419,991		—		—		—	$	3,604,906
• CIC (single trigger)		—	$	383,855	$	447,624	$	1,022,039	$	330,752		—		—	$	2,184,270
• Termination after CIC (double trigger)	$	801,060 (9)	$	383,855	$	447,624	$	4,555,245	$	330,752		—		—	$	6,518,536

Don Gottwald

• Death	$	19,644 (10)	$	625,541		—	$	562,129	$	181,928		—	$	800,000	$	2,189,242
• Disability (7)	$	19,644 (10)	$	625,541		—	$	562,129	$	181,928		—		—	$	1,389,242
• Retirement (8)		—		—		—		—		—		—		—		—
• Voluntary / for Cause		—		—		—		—		—		—		—		—
• Termination w/o Cause or for Good Reason	$	1,119,644 (9)	$	625,541		—	$	187,376		—		—		—	$	1,932,561
• CIC (single trigger)		—	$	625,541		—	$	562,129	$	181,928		—		—	$	1,369,598
• Termination after CIC (double trigger)	$	1,119,644 (9)	$	625,541		—	$	562,129	$	181,928		—		—	$	2,489,242

Stéphane St-Hilaire

• Death	$	13,560 (10)	$	553,145	$	179,061	$	713,356	$	119,088		—	$	800,000	$	2,378,210
• Disability (7)	$	13,560 (10)	$	553,145	$	179,061	$	713,356	$	119,088		—		—	$	1,578,210
• Retirement (8)		—		—		—		—		—		—		—		—
• Voluntary / for Cause		—		—		—		—		—		—		—		—
• Termination w/o Cause or for Good Reason	$	913,560 (9)	$	553,145		—	$	343,324		—		—		—	$	1,810,029
• CIC (single trigger)		—	$	553,145	$	179,061	$	367,951	$	119,088		—		—	$	1,219,245
• Termination after CIC (double trigger)	$	913,560 (9)	$	553,145	$	179,061	$	713,356	$	119,088		—		—	$	2,478,210

John Kett

• Death	$	19,366 (10)	$	481,030		—	$	367,951	$	119,088		—	$	800,000	$	1,787,435
• Disability (7)	$	19,366 (10)	$	481,030		—	$	367,951	$	119,088		—		—	$	987,435
• Retirement (8)		—		—		—		—		—		—		—		—
• Voluntary / for Cause		—		—		—		—		—		—		—		—
• Termination w/o Cause or for Good Reason	$	919,366 (9)	$	481,030		—	$	122,650		—		—		—	$	1,523,046
• CIC (single trigger)		—	$	481,030		—	$	367,951	$	119,088		—		—	$	968,069
• Termination after CIC (double trigger)	$	919,366 (9)	$	481,030		—	$	367,951	$	119,088		—		—	$	1,887,435

~~KAR AUCTION SERVICES, INC.~~

~~Rebecca C. Polak~~

~~Title:~~

~~Executive Vice President~~ ~~and~~
~~General Counsel~~,
~~General Counsel and Secretary~~