Form 4: ACV Auctions Director Brian Hirsch Receives Restricted Stock Unit Award

ACV Auctions Inc. Director Brian Hirsch was granted 9,868 shares of Class A Common Stock as a restricted stock unit (RSU) award, as disclosed in a recent SEC Form 4 filing.

Summary

• Brian Hirsch, a Director of ACV Auctions Inc. (ACVA), was granted 9,868 shares of Class A Common Stock in the form of a restricted stock unit (RSU) award on May 28, 2025.
• The RSU award was granted at a price of $0 per share.
• The RSUs are set to vest on the first anniversary of the grant date (May 28, 2026), or potentially sooner, on the day immediately preceding the next Annual Meeting, subject to Mr. Hirsch's continuous service.
• Following this transaction, Mr. Hirsch directly beneficially owns 19,107 shares of Class A Common Stock.
• Additionally, Mr. Hirsch has indirect beneficial ownership of 1,397,090 shares of Class A Common Stock held by Tribeca Venture Fund II, L.P., and 465,697 shares held by Tribeca Venture Fund II New York, L.P., through his role as a managing partner of their general partner, Tribeca Venture Partners II G.P., LLC, though he disclaims beneficial ownership except for his pecuniary interest.

Sentiment

Score: 6

Explanation: The sentiment is slightly positive as the RSU award aligns the director's interests with shareholders and is a standard compensation practice, indicating continued commitment. It is not highly impactful on its own.

Positives

• The grant of Restricted Stock Units (RSUs) to Director Brian Hirsch aligns his interests with those of shareholders, as the value of the award is tied to the company's future stock performance.
• The RSU award serves as a retention mechanism, incentivizing Mr. Hirsch's continued service to ACV Auctions Inc.

Risks

• The vesting of the RSU award is contingent upon the Reporting Person's continuous service through the applicable vesting date, meaning the shares could be forfeited if service ceases prematurely.

Future Outlook

The RSU award indicates a forward-looking compensation structure designed to incentivize long-term commitment and performance from the director, with vesting tied to future service and potentially the timing of the company's Annual Meeting.

Industry Context

The granting of restricted stock units (RSUs) to directors is a common practice in the technology and automotive marketplace industries, used to align executive and board member incentives with shareholder value creation and to retain key talent.

Comparison to Industry Standards

• The use of Restricted Stock Units (RSUs) as a compensation mechanism for directors is a standard practice across publicly traded companies, including those in the automotive technology and online marketplace sectors, such as Carvana (CVNA) or Vroom (VRM), which also utilize equity-based incentives to align management with shareholder interests.
• The vesting schedule, tied to either a one-year anniversary or the next annual meeting, is typical for director equity awards, aiming to ensure continued engagement and oversight.

Corporate Governance

Related Party Transactions

• Brian Hirsch indirectly beneficially owns 1,397,090 shares of Class A Common Stock held by Tribeca Venture Fund II, L.P. and 465,697 shares held by Tribeca Venture Fund II New York, L.P. He is a managing partner of Tribeca Venture Partners II G.P., LLC, which is the general partner of both funds. He disclaims beneficial ownership of these shares except to the extent of his pecuniary interest.

Stakeholder Impact

• Shareholders: The RSU award aligns the director's financial interests with the company's stock performance, potentially leading to decisions that enhance shareholder value.
• Employees: While not directly impacting employees, the compensation structure for directors reflects the company's overall approach to incentivizing key personnel.

Next Steps

• The Restricted Stock Units (RSUs) will vest on the first anniversary of the grant date (May 28, 2026) or the day immediately preceding the next Annual Meeting, whichever is sooner, subject to continuous service.

Key Dates

Keywords

ACV Auctions, ACVA, Form 4, Insider Transaction, Restricted Stock Unit, RSU, Equity Award, Director Compensation, Beneficial Ownership, Brian Hirsch