DEF 14A of CarGurus, Inc.
Filed Apr 23, 2025 · FY20240000950170-25-057382
Corporate Governance Highlights
Corporate Governance Highlights
Corporate Governance Highlights
| Board Practices | | Classified Board, with annual election of each of three classes of directors | | | | Board member participation in other public company boards is limited | | | | Annual Board and committee anonymous self-evaluations | | | | Average age of directors is 55 (as of April 1, 2025) | | Independence | | Five of seven directors are independent | | | | All Board committee members are independent | | | | Regular executive sessions of independent directors | | Active Board Oversight | | Full Board responsible for risk oversight, with specific areas delegated to relevant Board committees | | | | Directors attended an average of 98% of Board and committee meetings in 2024 | | | | Code of Conduct applicable to all directors, officers, and employees, with certification and annual compliance training | | | | Related Person Transaction Policy with oversight by the Audit Committee | | | | Strong corporate governance guidelines and policies |
Board of Directors
Board of Directors The Board has determined that all of our directors, other than Mr. Steinert, our Executive Chair, and Mr. Trevisan, our Chief Executive Officer, satisfy the independence requirements of Nasdaq. In making its independence determinations, the Board considered, among other things, whether that person has a relationship that would interfere with the exercise of independent judgment in carrying out a director’s responsibilities.
Committees
Committees • All members of the committees of the Board are independent directors, as defined by Nasdaq rules. • All members of the Audit Committee meet the applicable SEC and Nasdaq independence and financial literacy and expertise requirements applicable to audit committee members. Additionally, the Board has determined that Lori Hickok qualifies as an “audit committee financial expert” within the meaning of SEC regulations. • All members of the Compensation Committee meet the applicable SEC and Nasdaq independence requirements.
Board and Committee Evaluations
Board and Committee Evaluations Regular evaluations are an important determinant for continued tenure, and, to that end, the Board and its committees perform a self-evaluation on an annual basis that is intended to determine whether the Board, its committees, and each member of the Board are functioning effectively, and to provide the Board with an opportunity to reflect upon and improve processes and effectiveness. The Board oversees the evaluations and considers the results and ways in which Board processes and effectiveness may be enhanced.
Status as a “Controlled Company”
Status as a “Controlled Company” Because Mr. Steinert controls a majority of our outstanding combined voting power, we are a “controlled company” under the corporate governance rules for Nasdaq-listed companies. Under these rules, a company is a controlled company if more than 50% of the combined voting power for the election of directors is held by an individual, group, or another company. A controlled company may elect not to comply with certain corporate governance requirements otherwise applicable to Nasdaq-listed companies, including the requirements that: • a majority of the board of directors consist of independent directors; • the compensation committee be composed entirely of directors meeting Nasdaq independence standards applicable to compensation committee members with a written charter addressing the committee’s purpose and responsibilities; • the compensation committee consider certain independence factors when engaging compensation consultants; and director nominees either be selected, or recommended for selection by the board of directors, either by “independent directors,” as defined under Nasdaq rules, constituting a majority of the independent directors of the board of directors in a vote in which only independent directors participate, or by a nominating committee comprised solely of independent directors. We have availed, and intend to continue to avail, ourselves of certain of these exemptions and, for so long as we qualify as a controlled company, we will maintain the option to utilize from time to time some or all of these exemptions. For example, we do not have a nominating committee and our director nominees are not selected (or recommended for selection by the Board) in a vote in which only independent directors participate. Our Class B common stock has ten votes per share and our Class A common stock has one vote per share. Primarily by virtue of his holdings in shares of our Class B common stock, Mr. Steinert is able to exercise voting rights with respect to a majority of the voting power of our outstanding capital stock. Transfers by holders of Class B common stock will generally result in those shares converting into Class A common stock, subject to limited exceptions, such as certain transfers effected for estate planning or charitable purposes. The conversion of Class B common stock into Class A common stock will have the effect, over time, of increasing the relative voting power of those holders of Class B common stock who retain their shares. In particular, if Mr. Steinert retains a significant portion of his holdings of Class B common stock for an extended period of time, he could, in the future, continue to control a majority of the combined voting power of our outstanding capital stock.
Director Nomination Process
Director Nomination Process As a controlled company, we do not use solely independent directors or a committee comprised solely of independent directors to evaluate director candidates and select or recommend director nominees for selection by the Board. The entire Board is responsible for nominating candidates for election to the Board at the annual meeting of the stockholders. The process followed by the Board to identify and evaluate director candidates may include: • requests to members of the Board and others for recommendations; • recommendations offered by our Chief Executive Officer, stockholders, or any outside advisors retained by the Board; • meetings from time to time to evaluate biographical information and background material relating to potential candidates; and • interviews of selected candidates by members of the Board. Stockholders nominating director candidates must follow the procedures set forth under the section of this proxy statement titled “Additional Information – Miscellaneous – Stockholder Proposals for 2026 Annual Meeting – Requirements for stockholder proposals and nominations to be brought before an annual meeting.”
Criteria
Criteria In considering whether to recommend any particular candidate for inclusion in the slate of recommended director nominees for the Board, the Board applies certain criteria as set forth in our Corporate Governance Guidelines. These criteria include the candidate’s:
Criteria
| • business experience and skills | • understanding of our business environment | | • independence | • the absence of potential conflicts with our interests | | • character, wisdom, judgment, and integrity | • the ability to commit sufficient time and attention to Board activities | | • ability to make independent analytical inquiries | |
Criteria
The Board does not assign specific weights to particular criteria and no particular criterion is a prerequisite for any prospective nominee. In evaluating any director candidate recommended by stockholders, the Board will apply the same criteria and adhere to the same policies and procedures applicable to the evaluation of candidates proposed by members of the Board or management. The Board recognizes its responsibility to ensure that nominees for the Board possess appropriate qualifications and reflect a variety of skills, abilities, industry knowledge, personal and professional backgrounds and experience. We believe that the backgrounds and qualifications of our directors, considered as a group, should provide a composite mix of experience, knowledge, and abilities that will allow the Board to promote our strategic objectives and to fulfill its responsibilities to our stockholders. The Board also believes that this is important to the effectiveness of the Board’s oversight of the Company. The director skills and qualifications matrix and director biographies on pages 12 – 16 indicate each director’s experience, qualifications, attributes, and skills that led the Board to conclude that each director should continue to serve as a member of the Board. The Board believes that each director has had substantial achievement in such director’s professional and personal pursuits and possesses the background, talents, and experience that the Board desires and that will contribute to the best interests of the Company and to long-term stockholder value.
Proposal 1 – Election of Directors
Proposal 1 – Election of Directors Our Fourth Amended and Restated Certificate of Incorporation provides for the classification of the Board into three classes, with the terms of service of the three classes staggered so that the term of one class expires each year. As a result, only one class of our directors is elected at each annual meeting of stockholders, with the other classes continuing for the remainder of their respective three-year terms. The following table sets forth our current directors along with their respective classes and term expiration:
Proposal 1 – Election of Directors
| Class I Term Expires in 2027 | Class II Term Expires in 2025 | Class III Term Expires in 2026 | | Lori Hickok Greg Schwartz Jason Trevisan | Steven Conine Stephen Kaufer | Manik Gupta Langley Steinert |
Proposal 1 – Election of Directors
The Board has nominated Messrs. Conine and Kaufer for election at the Annual Meeting as Class II directors, to serve for a term expiring at the annual meeting of stockholders to be held in 2028, or until their respective successors have been duly elected and qualified. Each of Messrs. Conine and Kaufer is presently a director and has indicated a willingness to continue to serve as a director, if elected. Unless otherwise instructed, proxies will be voted for Messrs. Conine and Kaufer. In the event that either of Messrs. Conine and Kaufer is not a candidate or is unable to serve as a director at the time of the election (which is not currently expected), your proxy will be voted for any nominee who is designated by the Board to fill the vacancy.
Proposal 1 – Election of Directors
| THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE CLASS II NOMINEES NAMED ABOVE |
Director Skills and Qualifications
Director Skills and Qualifications The matrix below represents some of the key experiences, attributes, and skills that the Board has identified as particularly valuable to the oversight of the Company. The ✓ indicates that the item is a specific experience, qualification, attribute, or skill that the director or director nominee brings to the Board. The lack of ✓ for a particular item does not mean that the director or director nominee does not possess that experience, qualification, attribute, or skill. We expect each director to be knowledgeable in several of these areas.
Director Skills and Qualifications
| | Steven Conine | Manik Gupta | Lori Hickok | Stephen Kaufer | Greg Schwartz | Langley Steinert | Jason Trevisan | | Independent | ✓ | ✓ | ✓ | ✓ | ✓ | | | | Additional Board of Directors Experience | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | Executive Leadership | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | Online Marketplace Industry | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | Innovation & Technology | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | Strategic Planning | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | Corporate Governance | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | Financial Reporting; Accounting; Taxation | | | ✓ | | | | ✓ | | Internet & Media | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | Finance & Investment Management | ✓ | | ✓ | ✓ | ✓ | ✓ | ✓ | | Oversight of Data Privacy & Cybersecurity | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | Human Capital Management | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | Audit Committee Financial Expert | | | ✓ | | | | | | | Director Nominee | | | | | | | | | Continuing Director | | | | | | |
Director Nominees for Election at the Annual Meeting
Director Nominees for Election at the Annual Meeting A biography of each director nominee, current as of April 1, 2025, setting forth their age and describing their business experience during the past five years, including other prior relevant business experience, is presented below.
Director Nominees for Election at the Annual Meeting
| Steven Conine | | | Class II Director Director Since: June 2018 Age: 52 Committee: Compensation | Business Experience • Co-founder and Co-Chairman of Wayfair Inc., an e-commerce company (since 2002); Chief Technology Officer, Wayfair (2002 to 2015) • Co-founder and Chief Technology Officer, Simplify Mobile Corporation, an enterprise software company (2001 to 2002) • Chief Operating Officer, London office, iXL Enterprises, Inc. (1999 to 2000) • Co-founder and Chief Technology Officer, Spinners Incorporated, an IT consulting company (1995 to 1998) Qualifications We believe Mr. Conine is qualified to serve as a member of the Board because of his extensive experience as a co-founder, director, and executive in technology and internet marketplaces as well as serving as an executive and member of the board of directors at a public company. | | Other Public Company Boards • Wayfair Inc. | | | Education • Bachelor of Science degree from Cornell University | |
Director Nominees for Election at the Annual Meeting
| Stephen Kaufer | | | Class II Director Director Since: June 2007 Age: 62 Committee: Compensation – Chair | Business Experience • Co-founder and Chief Executive Officer, Give Freely, LLC, a mission driven company that helps users save money when shopping online while also generating donations to the users’ favorite charity (since October 2023) • Co-founder, President, and Chief Executive Officer, TripAdvisor, Inc., an online marketplace for travel-related content (February 2000 to July 2022); Director, TripAdvisor since the completion of its spin-off from Expedia, Inc. (December 2011 to July 2022) • President, CDS, Inc., an independent software vendor specializing in programming and testing tools • Co-founder and Vice President of Engineering, CenterLine Software (1985 to 1998) Qualifications We believe Mr. Kaufer is qualified to serve as a member of the Board because of his extensive experience as an executive in the online marketplace industry. Mr. Kaufer also possesses strategic and governance skills gained through his service as an executive and member of the board of directors of a public company and with several private companies. | | Former Public Company Boards • TripAdvisor, Inc. Other Private Company Boards • Neuroendocrine Tumor Research Foundation • Previously served on the boards of several privately held companies, including LiveData, Inc. and GlassDoor, Inc. | | | Education • Bachelor of Arts degree from Harvard University | |
Continuing Directors
Continuing Directors A biography of each of our continuing directors, current as of April 1, 2025, setting forth their age and describing their business experience during the past five years, including other prior relevant business experience, is presented below.
Class I Directors (Term Expiring 2027)
Class I Directors (Term Expiring 2027)
Class I Directors (Term Expiring 2027)
| Lori Hickok | | | Class I Director Director Since: August 2018 Age: 61 Committee: Audit – Chair | Business Experience • Executive Vice President, Chief Financial and Development Officer, Scripps Networks Interactive, Inc. (Scripps), a leading developer of engaging lifestyle content in the home, food, and travel categories for television, the internet, and emerging platforms (July 2017 to April 2018) • Executive Vice President, Chief Financial Officer, Scripps (March 2015 to June 2017); Executive Vice President, Finance, Scripps (July 2008 to February 2015) • Vice President and Corporate Controller, The E.W. Scripps Company (2002 to July 2008) • Ms. Hickok first joined E.W. Scripps in 1988 as a financial analyst in the corporate finance department, and held positions as the Chief Analyst for Corporate Development, New Media Operations Controller, and Divisional Controller for E.W. Scripps’s former cable television systems division, which merged in 1996 with Comcast Corporation Qualifications We believe Ms. Hickok is qualified to serve as a member of the Board because of her extensive finance and accounting background, including as an executive officer at a public company, and her experience as an executive in the media and internet industries. | | Other Public Company Boards • 1stdibs.com, Inc. Other Private Company Boards • Second Harvest Food Bank of East Tennessee | | | Education • Retired Certified Public Accountant • Bachelor of Science degree in Accounting & Finance from Miami University | |
Class I Directors (Term Expiring 2027)
| Greg Schwartz | | | Class I Director Director Since: March 2018 Age: 52 Committee: Audit | Business Experience • Co-founder, Chief Executive Officer, and Chairman of the Board of Directors, Tomo Networks, Inc., an internet-based mortgage and real estate company (since June 2020) • President Media & Marketplaces, Zillow Group, Inc., an online real estate marketplace (June 2018 to December 2019); Chief Business Officer, Zillow (August 2015 to June 2018); Chief Revenue Officer, Zillow (September 2010 to August 2015); Vice President of Sales, Zillow (March 2007 to September 2010) • National Accounts Director for the Automotive and Finance Properties, Yahoo!, Inc., an online search company (August 2001 to July 2005) • Various positions at DoubleClick, Inc., an online advertising company, including Director of Business Development (1998 to 2000) Qualifications We believe Mr. Schwartz is qualified to serve as a member of the Board because of his extensive experience as an executive in the online marketplace industry and as an executive officer at a public company. | | Education • Bachelor of Arts degree in Government from Hamilton College | |
Class I Directors (Term Expiring 2027)
| Jason Trevisan | | | Class I Director Director Since: January 2021 Age: 50 | Business Experience • Chief Executive Officer and member of the Board, CarGurus (since January 2021); interim Principal Financial Officer, Principal Accounting Officer, and Treasurer (current and October 2022 to December 2023) • Chief Financial Officer, CarGurus (September 2015 to January 2021); Treasurer, CarGurus (September 2015 to January 2021); President, International, CarGurus (January 2020 to January 2021) • General Partner, Polaris Partners, a venture capital firm (September 2003 to August 2015); while at Polaris, Mr. Trevisan led investments in and served as a director of numerous consumer internet and software companies including LegalZoom, PartsSource, Shoedazzle, and The Roberts Group • Management roles in analytics and client services, aQuantive, a digital marketing service and technology company that was acquired by Microsoft Corporation in 2007 (September 1999 to June 2001) • Consultant, Bain & Company, a management consulting company (July 1996 to August 1999) Qualifications We believe Mr. Trevisan is qualified to serve as a member of the Board because of his extensive experience in the online marketplace industry and his deep understanding of our business as it has evolved over time. | | Education • Master of Business Administration degree from the Tuck School of Business at Dartmouth College • Bachelor of Arts degree from Duke University | |
Class III Directors (Term Expiring 2026)
Class III Directors (Term Expiring 2026)
Class III Directors (Term Expiring 2026)
| Manik Gupta | | | Class III Director Director Since: July 2023 Age: 48 Committee: Audit | Business Experience • Corporate Vice President, Microsoft Teams, Microsoft Corporation, a technology corporation (since November 2022); Corporate Vice President, Microsoft Teams, Consumer Communications and Communities, Microsoft (August 2021 to November 2022) • Advisor and investor to startups based in the U.S. and India (since January 2020) • Chief Product Officer, Uber Technologies, Inc., a transportation marketplace technology company (November 2018 to December 2019); Vice President, Product Management, Maps and Marketplace, Uber (March 2018 to November 2018); Senior Director, Product, Maps and Marketplace, Uber (September 2017 to March 2018); Director, Product Management, Maps (November 2015 to August 2017) • Director, Product Management, Google Maps, Google Inc., a technology company (December 2014 to November 2015); Variety of product leadership roles within Google Maps across Asia and the U.S. (June 2008 to December 2014) • Project Manager and Solutions Architect, Hewlett Packard, a multinational enterprise information technology company (June 2003 to April 2007) • Co-founder of BuyItTogether.com, an e-commerce startup, where he served as the founding head of engineering and product and held various technical leadership roles (June 1999 to April 2003) Qualifications We believe Mr. Gupta is qualified to serve as a member of the Board because of his significant public company experience and his deep knowledge of the technology industry. | | Other Public Company Boards • Gores Technology Partners, Inc. | | | Education • Master of Business Administration, Analytical Finance and Strategic Marketing, degree from the Indian School of Business, Hyderabad, India • Bachelor of Applied Science in Computer Engineering degree from the Nanyang Technological University, Singapore | |
Class III Directors (Term Expiring 2026)
| Langley Steinert | | | Class III Director Director Since: March 2006 Chair Since: September 2017 Executive Chair Since: January 2021 Age: 59 | Business Experience • Founder and member of the Board, CarGurus (since March 2006); Executive Chair, CarGurus (since January 2021); Chair, CarGurus (since September 2017); Chief Executive Officer, CarGurus (March 2006 to January 2021); President, CarGurus (June 2015 to February 2019) • Co-founder and Chairman of the Board, ApartmentAdvisor, Inc., an apartment rental marketplace (since October 2020) • Co-founder and Chairman of TripAdvisor (February 2000 through February 2006) Qualifications We believe Mr. Steinert is qualified to serve as a member of the Board because of his extensive experience in the online marketplace industry. As our founder and Executive Chair, we also value his deep understanding of our business as it has evolved over time. | | Education • Master of Business Administration degree from the Tuck School of Business at Dartmouth College • Bachelor of Arts degree from Georgetown University | |
Board of Directors
Board of Directors Responsibility: The Board oversees the management of risks inherent in the operation of our business and the implementation of our business strategies. Process: The Board performs its oversight role by using several different levels of review. In connection with its review of the operations and corporate functions of the Company, the Board addresses the principal risks associated with those operations and corporate functions. In addition, the Board reviews the risks associated with our business strategies periodically throughout the year as part of its consideration of undertaking any such business strategies. The Board has also implemented – and is responsible for overseeing – a compensation recovery, or “clawback,” policy (the Clawback Policy) that allows the Company to recoup certain incentive-based compensation from covered individuals, including its executive officers, pursuant to such policy. Delegation: The Board administers its risk oversight responsibilities by delegating certain business and governance activities to the appropriate committees for more detailed consideration and evaluation. In performing this oversight function, each committee has full access to management as well as the ability to engage advisors or other experts it deems necessary in the performance of its duties. Each committee regularly reports their risk oversight activities to the Board.
Board of Directors
| Audit Committee | Compensation Committee | | • Considers and discusses our major financial risk exposures and the steps our management has taken to monitor and control these exposures, including guidelines and policies to govern the process by which risk assessment and management are undertaken | • Assesses and monitors the extent to which our incentive compensation programs and policies for employees may encourage excessive risk-taking and the relationship between risk management policies and practices and compensation | | • Monitors our compliance with legal and regulatory requirements, in addition to oversight of the performance of our internal audit function | • Evaluates compensation policies and practices that could mitigate any such risk |
Director Compensation
Director Compensation During 2024 we compensated our non-employee directors for their service as directors. Accordingly, neither Mr. Steinert, our Executive Chair and Chair of the Board, nor Mr. Trevisan, our Chief Executive Officer, received any additional compensation for their service as directors. The Compensation Committee periodically reviews the compensation of our non-employee directors and, as applicable, makes recommendations to the Board for its consideration of changes to our non-employee director compensation program. The Compensation Committee compares the compensation of the non-employee members of the Board to the compensation paid to the non-employee directors of the companies in our compensation peer group. The Compensation Committee also considers the responsibilities we ask from the members of the Board along with the amount of time required to perform those responsibilities.
2025 Changes to Director Compensation
2025 Changes to Director Compensation In February 2025 the Compensation Committee recommended and the Board approved a modification to our non-employee director compensation program to: • increase annual cash compensation for all non-employee directors, effective as of January 1, 2025, from $40,000 to $50,000; and • increase the value of the annual equity compensation award from $175,000 to $200,000. These changes were made based on a competitive analysis of our non-employee director compensation program as compared to our peers and were made to ensure our program remained aligned with the market.
2024 Director Compensation Table
2024 Director Compensation Table The following table sets forth information regarding the compensation of our non-employee directors who served on the Board in 2024:
2024 Director Compensation Table
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1)(2) | Total ($) | | Steven Conine | 45,000 | 174,981 | 219,981 | | Manik Gupta | 50,000 | 174,981 | 224,981 | | Lori Hickok | 60,000 | 174,981 | 234,981 | | Stephen Kaufer | 55,000 | 174,981 | 229,981 | | Greg Schwartz | 50,000 | 174,981 | 224,981 |
2024 Director Compensation Table
(1) The amount reported in this column represents the aggregate grant date fair value of the RSU award based on the closing market price of our Class A common stock on the date of grant computed in accordance with Financial Accounting Standard Board’s ASC Topic 718 (FASB ASC Topic 718). See Notes 2 and 11 to the consolidated financial statements in our Annual Report for the assumptions regarding the valuation of these equity awards. (2) As of December 31, 2024, our non-employee directors held the following aggregate number of shares of our Class A common stock under unvested RSU awards:
2024 Director Compensation Table
| Name | Aggregate Number of Shares Underlying 2024 Stock Awards | | Steven Conine | 7,033 | | Manik Gupta | 7,033 | | Lori Hickok | 7,033 | | Stephen Kaufer | 7,033 | | Greg Schwartz | 7,033 |
2024 Executive Compensation Policies and Practices
| What We Do | | | | Annual Executive Compensation Review: The Compensation Committee annually reviews and approves our compensation strategy, including a review of our compensation peer group used for comparative purposes. | | | Compensation Risk Oversight: The Compensation Committee reviews the extent to which our incentive compensation programs and policies may encourage excessive risk-taking. At least annually, the Compensation Committee also reviews the relationship between our risk management policies and practices and compensation, and evaluates alternative compensation policies and practices that could mitigate any such risk. | | | Utilize Independent Compensation Advisor: Pursuant to its charter, the Compensation Committee has authority to engage outside compensation consultants or other advisors to assist the Compensation Committee in carrying out its duties. With respect to 2024 executive compensation, the Compensation Committee engaged Compensia, Inc. (Compensia), a national compensation consulting firm, as its independent compensation consultant. | | | Compensation at Risk: Our executive compensation program is designed so that a significant portion of the cash incentive compensation is “at risk” based on corporate performance, and all of their RSU awards that were granted or otherwise outstanding during 2024 were “at risk” based on continued employment through their applicable vesting dates. | | | Equity-Based Compensation: A significant portion of the target total direct compensation we pay to our executive officers is in the form of equity-based compensation, which we believe aligns the interests of our executive officers and stockholders. | | | “Double Trigger” Change-of-Control Provisions in Executive Equity Awards: Our current forms of time-based RSU and non-qualified stock option (NQSO) award agreements with our executive officers provide for acceleration of unvested RSUs or NQSOs, as applicable, under such award solely in the event of a qualifying termination of employment within 12 months following a Change of Control (as defined in the 2017 Plan). None of our executive officers is currently entitled to “single trigger” acceleration of vesting of any currently outstanding equity awards. | | | Health and Welfare Benefits: Our executive officers participate in broad-based Company-sponsored health and welfare benefits programs on the same basis as our other full-time, salaried employees. | | | Compensation Clawback Policy: We maintain the Clawback Policy that complies with Exchange Act Rule 10D-1 and the applicable Nasdaq listing standards and provides for the recoupment of certain incentive-based compensation from covered individuals, including executive officers, in connection with certain triggering events. |
2024 Executive Compensation Policies and Practices
| What We Don’t Do | | | | No Retirement Plans Other than Standard Plans Offered to All Employees: We do not currently offer, nor do we have plans to provide, pension arrangements, retirement plans, or nonqualified deferred compensation plans or arrangements to our executive officers. | | | Limited Perquisites: Except as described below in “Perquisites and Other Personal Benefits,” we do not provide significant perquisites or other personal benefits to our executive officers, except as generally made available to our other full-time employees. | | | No Change-of-Control-Related Tax Gross-Ups: We do not provide any tax reimbursements or “gross-ups” that may arise due to the application of Sections 280G and 4999 of the Internal Revenue Code of 1986, as amended (the Code), to our executive officers. | | | No Cash Severance Payments for Executives Arising Solely as a Result of a Change-of-Control: Our current agreements with our executive officers do not provide for any cash payments or other benefits that arise solely as a result of a change-of-control of the Company. | | | Hedging and Pledging Prohibitions: Our Insider Trading Policy prohibits our directors, employees, and certain other persons as may be designated by the administrator of such policy from (i) entering into hedging or monetization transactions or similar arrangements with respect to our securities and (ii) holding our securities in a margin account or pledging our securities as collateral for a loan, in each instance without prior approval from the policy administrator. |
Compensation Philosophy and Objectives
Compensation Philosophy and Objectives We believe in providing a competitive total compensation package to our executive officers through a combination of annual base salary, annual cash incentive award opportunities, long-term incentive compensation opportunities in the form of equity awards, and broad-based health and welfare benefit plans. Our executive compensation program is designed to achieve the following objectives: • attract, motivate, and retain executive officers of outstanding ability and potential; • reward the achievement of key performance measures; and • ensure that executive compensation is meaningfully related to the creation of stockholder value. We believe that our executive compensation program should generally include short-term and long-term elements, including cash and equity compensation, and should reward consistent performance that meets or exceeds expectations. We evaluate the compensation provided to our executive officers to ensure it remains competitive relative to compensation paid by companies of similar size and geographic location operating in our industry, taking into account our relative performance, our financial and strategic objectives, and the performance of each individual executive officer.
Role of Compensation Consultant
Role of Compensation Consultant The Compensation Committee has the authority under the Compensation Committee Charter to engage the services of a compensation consultant to assist it in carrying out its responsibilities. The Compensation Committee has directly engaged Compensia to assist it in developing and overseeing the Company’s executive compensation program and non-employee director compensation program and practices and to provide an analysis of competitive market data. To assist the Compensation Committee with its consideration of 2024 executive compensation decisions, Compensia provided the Compensation Committee with compensation data and an updated competitive market analysis for similarly situated executive officers at our peer group companies. Similarly, to assist the Compensation Committee with its consideration of 2024 non-employee director compensation program, Compensia provided the Compensation Committee with compensation data and an updated competitive market analysis for similarly situated directors at our peer group companies. Compensia also provided consulting services to the Company on an ad hoc basis regarding equity compensation matters and assisted with review of the “Compensation Discussion and Analysis” section of this proxy statement. Compensia maintains a policy that is specifically designed to prevent any conflicts of interest. In addition, the Compensation Committee has assessed the independence of Compensia taking into account, among other things, the factors set forth in Exchange Act Rule 10C-1 and the applicable Nasdaq listing standards and concluded that no conflict of interest has arisen with respect to the work that Compensia performs for the Compensation Committee.
Competitive Positioning
Competitive Positioning The Compensation Committee has established and maintains a compensation peer group consisting of publicly traded companies, which the Compensation Committee reviews and updates from time to time, for purposes of reviewing and considering our executive officers’ 2024 base salaries, target annual cash incentive award opportunities, and annual equity awards. The Compensation Committee believes that this compensation peer group accurately reflected the Company’s growth, opportunities, and current market positioning. This group consisted of technology companies that the Compensation Committee determined operate within our industry, compete with us for talent, or are located in the same general geographic area. Other factors considered include comparable revenues, market capitalization, and projected revenue growth. In connection with its review, the Compensation Committee removed two peer companies for 2024 – New Relic, Inc. and Qualys, Inc. – because they either were acquired or fell outside of the comparable revenue range. The following companies were used by the Compensation Committee during 2024 as our compensation peer group:
Competitive Positioning
| ACI Worldwide, Inc. | Cars.com Inc. | NetScout Systems, Inc. | Shutterstock, Inc. | | ACV Auctions Inc. | Commvault Systems, Inc. | OPENLANE, Inc.* | TripAdvisor, Inc. | | Alarm.com Holdings, Inc. | Envestnet, Inc. | Pegasystems Inc. | Upwork, Inc. | | Angi Inc. | Everbridge, Inc. | Rapid7, Inc. | Yelp Inc. | | Bumble Inc.* | Flywire Corp. | Redfin Corporation | ZipRecruiter, Inc.* |
Competitive Positioning
*Represents new addition to peer group. The Compensation Committee considered both Compensia’s competitive market analysis and compensation data drawn internally from publicly-available proxy statements and industry-specific survey data for this compensation peer group as reference points for its 2024 executive compensation decisions. While the Compensation Committee takes into account peer company compensation practices, the Compensation Committee uses this information as one of many factors in its deliberations on compensation matters and does not set compensation levels to meet specific percentiles. The Compensation Committee reviews the analyses prepared internally and by Compensia based on the compensation data drawn from a compensation peer group to develop a subjective representation of the “competitive market” with respect to current executive compensation levels and related policies and practices. The Compensation Committee then evaluates how our pay practices and the compensation levels of our executive officers compare to the competitive market. As part of this evaluation, the Compensation Committee also reviews the performance measures and performance goals generally used within the competitive market to reward performance. Management and the Compensation Committee strive to incorporate flexibility into our executive compensation program and the assessment process to respond to and adjust for the evolving business environment and the value delivered by our executive officers.
Arrangement with Ms. Palazzo
Arrangement with Ms. Palazzo Ms. Palazzo stepped down as our Chief Financial Officer and Treasurer on March 7, 2025. In connection with her departure, we provided Ms. Palazzo the severance benefits required under her employment offer letter, which consists of a severance payment of $292,500 (nine months of base salary) and reimbursement on a monthly basis for the COBRA premiums that Ms. Palazzo pays for continued health care coverage under our group health plans for herself and her dependents until the earlier of (i) December 31, 2025, (ii) she becomes eligible under another employer’s group coverage, or (iii) she ceases to be eligible for COBRA coverage for any reason.
Cash Incentive Awards
Cash Incentive Awards In 2024 we provided our named executive officers with the opportunity to earn cash incentive awards to encourage the achievement of our corporate performance objectives and to reward those individuals who significantly impact our corporate results based on the objectives set forth in our annual operating plan. The Compensation Committee determines and approves cash incentive award decisions for our named executive officers, including whether to exercise discretion to modify the calculated payments. In February 2018 the Compensation Committee approved the CarGurus, Inc. Annual Incentive Plan (the Annual Incentive Plan), providing an opportunity for certain of our salaried employees, including our named executive officers, to earn annual cash incentive awards, as described below. Pursuant to the Annual Incentive Plan, each participant is eligible to receive a cash incentive award for the relevant year based on our level of achievement of one or more pre-established strategic objectives and financial performance goals and the participant’s individual performance goals, if applicable, during such year. The amount actually paid to a participant may be more or less than the participant’s target cash incentive award opportunity, depending on the extent to which applicable performance goals were determined to be satisfied. Participants, including our named executive officers, will not receive a payout for any performance measure that fails to achieve target level criteria. In February 2024 the Compensation Committee selected the 2024 performance measures and established the related target performance levels, as well as the corresponding weighting for each measure, for our named executive officers under the Annual Incentive Plan (the 2024 Annual Incentive Plan). Target Cash Incentive Award Opportunities Under the 2024 Annual Incentive Plan, each participant’s actual annual cash incentive award is calculated, in part, by reference to a target annual cash incentive award opportunity based on either a percentage of the participant’s annual base salary for the year or a specified dollar amount, in the case of our named executive officers, as determined by the Compensation Committee. To set the target annual cash incentive award opportunities of our named executive officers for 2024, the Compensation Committee considered Compensia’s competitive market analysis, including a comparison of our named executive officers’ target cash incentive award opportunities to those executives holding comparable positions at the companies in our compensation peer group as well as its own assessment of our 2023 performance and the other factors described in “2024 Named Executive Officer Compensation – Base Salary” above. The target annual cash incentive award opportunities of our named executive officers for 2024 were as follows:
Cash Incentive Awards
| Named Executive Officer | Target Annual Cash Incentive Award Opportunity | Target Annual Cash Incentive Award Opportunity (as a percentage of annual base salary) | Percentage Change from 2023 Target Annual Cash Incentive Award Opportunity(1) | | Mr. Trevisan | $625,000 | 100% | 19% | | Ms. Palazzo | $250,000 | 64% | — | | Mr. Elshareef(2) | $205,000 | 51% | N/A | | Mr. Quinn | $250,000 | 61% | 11% | | Mr. Zales | $430,000 | 78% | 30% |
Cash Incentive Awards
(1) The Compensation Committee determined our named executive officers target annual cash incentive award opportunities for 2024 as a part of its annual practice of conducting a competitive market analysis of peer group executive pay practices. The Compensation Committee considered that higher target annual cash incentive award opportunities result in more “at-risk” compensation. Messrs. Trevisan, Quinn, and Zales received a 19%, 11%, and 30%, respectively, increase based on an adjustment to reflect the competitive market for similarly situated executives. The target annual cash incentive award opportunity for Mr. Elshareef was determined following the Compensation Committee’s evaluation of peer group data for other executives in positions with similar responsibilities. Mr. Elshareef commenced employment as our Chief Product Officer effective February 1, 2024. Amount represents the target annual cash incentive award opportunity for Mr. Elshareef. Based on his hire date, Mr. Elshareef was eligible for a prorated payment under the 2024 Annual Incentive Plan. The amount actually paid to a participant could be more or less than the participant’s target annual cash incentive award opportunity, depending on the extent to which applicable performance goals were satisfied. Consistent with prior years, for 2024 the Compensation Committee determined that annual cash incentive awards for such year would be paid to our named executive officers in two installments rather than in one lump sum, whereby (i) 40% of each named executive officer’s target annual cash incentive award opportunity would be paid in an initial lump sum payment following completion of our second fiscal quarter of 2024 (the First Half 2024 Payment) and (ii) the remainder of each named executive officer’s full-year annual cash incentive award would be paid in a lump sum payment following the end of 2024 based on the Compensation Committee’s evaluation of our actual performance for the full year as measured against the achievement of the pre-established corporate and individual performance goals described below (the Second Half 2024 Payment). The Compensation Committee has traditionally determined that annual cash incentive awards would be paid in two installments to align with the incentive plan for our broader employee base, which awards a portion of employees’ bonuses mid-year for retention purposes. Corporate Strategic Objectives The Board approves annual strategic objectives for the Company, which are formulated by management to reflect the Company’s goals for that year, and the Compensation Committee utilizes these initiatives as the business performance goals upon which annual cash incentive award payouts are based. The 2024 strategic objectives involved optimizing marketplace growth, embedding customer centricity throughout the Company, enabling our strategic transition to digital commerce, driving market demand and satisfaction for consumers and dealers in our digital transactions, and activities related to employee empowerment and enablement. Each of these initiative categories involved one or more quantitative and qualitative metrics as established by our management that had to be successfully completed for that portion of the initiative to be considered achieved. For 2024 the threshold, target, and maximum performance levels for the strategic objectives actually achieved and the corresponding payout levels on a sliding scale under the 2024 Annual Incentive Plan were established as follows:
Cash Incentive Awards
| Performance Measure | Performance Level | Payout Percentage | | Strategic Objectives | Threshold (27%)(1) | 0% | | | Target (65%) | 100% | | | Maximum (100%) | 150% |
Cash Incentive Awards
There was to be no payout under the strategic objective performance measure for performance that did not meet the target level criteria. Corporate Financial Performance Goals The Compensation Committee selected gross profit and adjusted earnings before interest, taxes, depreciation, and amortization (EBITDA), a non-GAAP financial measure, as the corporate financial performance measures for 2024. The threshold, target, and maximum performance levels for gross profit and adjusted EBITDA, as set forth in our annual operating plan, and the corresponding payout levels on a sliding scale for achievement of such measures under the 2024 Annual Incentive Plan, were established as follows:
Cash Incentive Awards
| Performance Measure | Performance Level | Payout Percentage | | Gross Profit | Threshold (70%)(1) | 0% | | | Target (100%) | 100% | | | Maximum (105%) | 150% | | Adjusted EBITDA | Threshold (50%)(1) | 0% | | | Target (100%) | 100% | | | Maximum (110%) | 150% |
Cash Incentive Awards
(1) There was to be no payout under the gross profit or adjusted EBITDA performance measure for performance that did not meet the target level criteria. We calculate adjusted EBITDA as GAAP consolidated net income, adjusted to exclude: depreciation and amortization, impairments, stock‑based compensation expense, stock-based compensation expense for CarOffer, LLC Units (as defined below), transaction-related expenses, other income, net, and provision for income taxes. CarOffer, LLC Units consist of one-time modifications and expense associated with our CO Incentive Units, Subject Units, and Noncontrolling Interest Units (each as defined in Note 2 to our consolidated financial statements included in our Annual Report). The Compensation Committee determined that, for purposes of the 2024 Annual Incentive Plan, these corporate financial measures were the most appropriate performance measures to use in determining annual cash incentive awards because, in its view, they were the best indicators of our successful execution of our annual operating plan. Thus, the threshold performance levels for these corporate performance measures were the minimum performance levels that had to be achieved before participants could earn any annual cash incentive awards relating to this measure. If the threshold performance level for a particular measure was not achieved, then no award payout would be made under the 2024 Annual Incentive Plan with respect to such measure. The above-referenced performance objectives should not be interpreted as a prediction of how we will perform in future periods. As described above, the purpose of these objectives was to establish a method for determining the payment of annual cash incentive compensation in 2024. You are cautioned not to rely on these performance goals as a prediction of our future performance. Individual Performance Goals For purposes of the 2024 Annual Incentive Plan, the Compensation Committee authorized (i) Mr. Steinert to establish one or more individual performance goals for Mr. Trevisan’s annual cash incentive award opportunity and (ii) Mr. Trevisan to establish one or more individual performance goals for each of the other named executive officers as part of the named executive officer’s annual cash incentive award opportunity. As part of our annual performance evaluation process, Messrs. Steinert and Trevisan, after consultation with Mr. Trevisan or each other named executive officer, respectively, established the named executive officer’s performance goals for the year. These performance goals were not intended to be formulaic, but rather to serve as the framework upon which Messrs. Steinert and Trevisan could evaluate the applicable named executive officer’s overall performance. Such performance goals were established with reference to each individual named executive officer’s position or function within the Company and included operational metrics that could reflect corporate or departmental goals or could include specific operational goals with respect to the named executive officer’s area of responsibility. These performance goals also included the demonstration of leadership and effective decision-making, effective communication, promotion of our strategic objectives and values, and commitment to excellence and work ethic and could include more specific objectives for the named executive officer, such as the successful completion of major projects and organization capability building. For our named executive officers in 2024 the Compensation Committee established performance ratings for the individual performance goals achieved and the corresponding payout levels under the 2024 Annual Incentive Plan as follows:
Cash Incentive Awards
| Performance Measure | Performance Rating | Payout Percentage | | Individual Performance Goals | Partially Met Expectations | 50 – 90% | | | Met Expectations | 90 – 110% | | | Exceeded Expectations | 110 – 130% | | | Far Exceeded Expectations | 130 – 150% |
Cash Incentive Awards
Our named executive officers were subject to reviews conducted by their respective direct managers at the conclusion of 2024 to evaluate their performance for the year. These evaluations were the basis for the assessment of their performance rating against the pre-established individual performance goals. Weighting of Performance Goals In February 2024, in connection with establishing the corporate performance goals for the year, the Compensation Committee determined the relative weighting for our named executive officers with respect to the strategic objectives, the corporate financial performance goals, and the individual performance goals. For purposes of the 2024 Annual Incentive Plan, the weighting of the performance objectives and goals for our named executive officers was as follows:
Cash Incentive Awards
| Performance Measure | Weighting | | Strategic Objectives | 15% | | Gross Profit | 30% | | Adjusted EBITDA | 40% | | Individual Performance Goals | 15% |
Cash Incentive Awards
2024 Annual Cash Incentive Award Results In July 2024 the Compensation Committee determined and approved the First Half 2024 Payments for our named executive officers as follows:
Cash Incentive Awards
| Named Executive Officer | Actual Cash Incentive Award for First Half of 2024 Payment (40% of Annual Target Award) | | Mr. Trevisan | $230,000 | | Ms. Palazzo | $100,000 | | Mr. Elshareef | $68,033 | | Mr. Quinn | $95,000 | | Mr. Zales | $152,000 |
Cash Incentive Awards
In February 2025 the Compensation Committee determined and approved the Second Half 2024 Payments based on the appropriate total amounts to be paid to our named executive officers under the 2024 Annual Incentive Plan based on our actual performance for 2024 with respect to each strategic objective and corporate financial performance goal and each named executive officer’s individual performance against the named executive officer’s distinct performance goals. For 2024 the actual results against the targets set for the corporate components under the 2024 Annual Incentive Plan were as follows:
Cash Incentive Awards
| Performance Measure | Achievement Percentage or Rating | Payout Percentage | | Strategic Objectives | 69.6% | 106.1% | | Gross Profit | 99.8% | 98.0% | | Adjusted EBITDA | 109.2% | 146.0% | | Individual Performance Goals | (1) | (1) |
Cash Incentive Awards
(1) Performance ratings and corresponding payout percentages for each named executive officer varied based on the 2024 performance reviews conducted for each such individual. The target annual cash incentive award opportunities and the actual cash incentive award payments (inclusive of the First Half 2024 Payments) made to our named executive officers for 2024 were as follows:
Cash Incentive Awards
| Named Executive Officer | Target Annual Cash Incentive Award | Actual Annual Cash Incentive Award | Percentage of Target Annual Cash Incentive Award Actually Paid | | Mr. Trevisan | $625,000 | $755,938 | 120.95% | | Ms. Palazzo | $250,000 | $285,500 | 114.20% | | Mr. Elshareef(1) | $205,000 | $222,725 | 118.70% | | Mr. Quinn | $250,000 | $298,625 | 119.45% | | Mr. Zales | $430,000 | $520,085 | 120.95% |
Cash Incentive Awards
(1) Mr. Elshareef commenced employment as our Chief Product Officer effective as of February 1, 2024. His target annual cash incentive award opportunity and award payment for 2024 performance were prorated to reflect his partial year of employment. The annual cash incentive award payments made to our named executive officers for 2024 are set forth in the “Summary Compensation Table” below.
Long-Term Incentive Compensation
Long-Term Incentive Compensation Historically and during 2024 we have used RSU awards with time-based vesting requirements to retain, motivate, and reward our named executive officers for long-term increases in the value of our Class A common stock and, thereby, to align their interests with those of our stockholders. Typically, the size and form of the equity awards granted to our named executive officers are determined by the Compensation Committee at a level that it believes is competitive with current market practices (with reference to our compensation peer group) and after taking into consideration each individual named executive officer’s role and the scope of responsibilities, qualifications, experience, past performance and expected future contributions, current equity holdings, and the potential equity awards to be granted to our other executive officers. For its determination of the size and form of equity awards to be granted to our named executive officers in 2024, the Compensation Committee considered Compensia’s competitive market analysis, including a review of equity awards granted to executives holding comparable positions at the companies in our compensation peer group, as well as its own assessment of our 2023 performance and the other factors described in “2024 Named Executive Officer Compensation – Base Salary” above. Additionally, while we typically grant equity awards to our executive officers on an annual basis, the Compensation Committee previously determined to increase the size of the 2021 equity award granted to Mr. Trevisan to cover the value of awards he would otherwise receive through 2024. As a result, the Compensation Committee had indicated at that time that it did not contemplate that Mr. Trevisan would be eligible for an equity award in respect of long-term incentive compensation until 2025. Mr. Trevisan did not receive an equity award in 2022 but, as discussed below, the Compensation Committee approved an annual equity award of RSUs to Mr. Trevisan in February 2024. In deciding to grant the RSU award to Mr. Trevisan, the Compensation Committee considered the retentive power of Mr. Trevisan’s previous equity awards, market conditions impacting the Company’s stock price, and the incentive power of such award to continue to focus Mr. Trevisan on creating long-term stockholder value and further align his interests with those of our stockholders. The Compensation Committee granted the following equity awards to our named executive officers in 2024:
Long-Term Incentive Compensation
| Named Executive Officer | RSU Award (number of units) | RSU Award (grant date fair value)(1) | | Mr. Trevisan | 275,150 | $6,399,989 | | Ms. Palazzo(2) | — | $— | | Mr. Elshareef(3) | 76,077 | $1,799,982 | | Mr. Quinn | 90,283 | $2,099,983 | | Mr. Zales | 165,090 | $3,839,993 |
Long-Term Incentive Compensation
(1) The amounts reported represent the grant date fair value of the time-based RSU awards, as computed in accordance with FASB ASC Topic 718, which excludes the impact of estimated forfeitures related to service-based vesting conditions, reflects the accounting cost for the equity awards, and does not correspond to the actual economic value that may be received by our named executive officers from the equity awards. (2) In connection with Ms. Palazzo appointment as our Chief Financial Officer effective December 4, 2023, she received a new hire RSU award covering 91,575 units of our Class A common stock. As such, Ms. Palazzo did not receive an equity award in February 2024. (3) Mr. Elshareef commenced employment as our Chief Product Officer effective as of February 1, 2024. Upon vesting, all of the RSU awards presented in the table above will be settled by issuing the number of shares of our Class A common stock underlying the RSUs that vested on such date. In addition, all such RSU awards provide for acceleration of vesting in the event the named executive officer’s employment is terminated by us without cause or by the named executive officer for good reason within 12 months following a Change of Control (as defined in the 2017 Plan). The equity awards granted to our named executive officers in 2024 are set forth in the “Summary Compensation Table” and the “2024 Grants of Plan-Based Awards Table” below.
Post-Employment Compensation Arrangements
Post-Employment Compensation Arrangements The employment offer letters with our named executive officers provide for certain protections in the event of their termination of employment under specified circumstances. We believe that these protections were necessary to induce these individuals to forego other opportunities or leave their then-current employment for the uncertainty of a demanding position in a new and unfamiliar organization. We also believe that these arrangements continue to serve our executive retention objectives by helping our named executive officers maintain continued focus and dedication to their responsibility to maximize stockholder value. For a summary of the material terms and conditions of the post-employment compensation arrangements with our named executive officers, see “Executive Employment Arrangements” below. For an estimate of the value of payments and benefits that our named executive officers would have been eligible to receive if a hypothetical change of control or other trigger event had occurred on December 31, 2024, see “Potential Payments upon Termination of Employment or Change in Control” below.
Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information
Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information The Compensation Committee generally will review and approve annual equity awards to our named executive officers and other eligible employees in February of each year, which is near the beginning of our fiscal year. This allows the Compensation Committee to grant equity awards at the beginning of the relevant performance cycle with the benefit of reviewing results from the immediately preceding performance cycle. We also may grant equity awards at other times during the year for new hires or for other reasons, including, for example, a job promotion or for retention purposes. We do not backdate or retroactively grant RSU awards. We generally schedule Board and Compensation Committee meetings approximately one year in advance and, as noted above, generally make annual equity awards to our name executive officers at approximately the same time each year. We do not time our equity awards to take advantage of the release of earnings or other major announcements by us or market conditions. We do not currently grant new awards of stock options, stock appreciation rights, or similar option-like instruments. Accordingly, we have no specific policy or practice on the timing of awards of such options in relation to the disclosure of material nonpublic information by the Company. In the event we determine to grant new awards of such options, the Board and the Compensation Committee will evaluate the appropriate steps to take in relation to the foregoing.
Accounting for Stock-Based Compensation
Accounting for Stock-Based Compensation We follow FASB ASC Topic 718 for our stock-based compensation awards. FASB ASC Topic 718 requires us to measure the compensation expense for all share-based payment awards made to our employees and non-employee members of the Board, including RSU awards that may be settled in shares of our Class A common stock, options to purchase shares of our Class A common stock, and other stock awards, based on the grant date “fair value” of these awards. For RSU awards that may be settled in shares of our Class A common stock, the grant date fair value is determined using the closing price of our Class A common stock. For options to purchase shares of our Class A common stock, the grant date fair value is determined utilizing the Black-Scholes option-pricing model, a generally accepted option valuation methodology. FASB ASC Topic 718 also requires us to recognize the compensation cost of our stock-based compensation awards in our income statements over the period that an employee or director is required to render service in exchange for an RSU award, stock option, or other stock award. This calculation is performed for accounting purposes and reported in the executive compensation tables required by the federal securities laws, even though the recipient of the awards may never realize any value from their awards.
Summary Compensation Table
Summary Compensation Table The following table presents for the years ended December 31, 2024, 2023, and 2022, the compensation paid or awarded to, or earned by, our named executive officers.
Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | NQSO Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($) | Total ($) | | Jason Trevisan Chief Executive Officer and interim Principal Financial Officer, Principal Accounting Officer, and Treasurer | 2024 | 610,000 | — | 6,399,989 | — | 755,938 | 33,656(4) | 7,799,583 | | | 2023 | 565,000 | — | 2,564,246 | — | 595,187 | 28,780 | 3,753,213 | | | 2022 | 556,200 | — | 545,278(5) | — | 432,480 | 13,158 | 1,547,116 | | Elisa Palazzo(6) Former Chief Financial Officer and Treasurer | 2024 | 390,000 | — | — | — | 285,500 | 99,234(7) | 774,734 | | | 2023 | 31,023 | 50,000 | 1,999,998 | — | 19,699 | — | 2,100,720 | | Ismail Elshareef(8) Chief Product Officer | 2024 | 366,666 | 100,000(9) | 1,799,982 | — | 222,725 | 201,691(10) | 2,691,064 | | Matthew Quinn Chief Technology Officer | 2024 | 402,500 | — | 2,099,983 | — | 298,625 | 15,704(11) | 2,816,812 | | | 2023 | 369,500 | 7,500 | 1,999,980 | — | 234,627 | 12,329 | 2,623,936 | | | 2022 | 325,000 | 22,500(12) | 1,700,235(13) | 499,994 | 175,028 | 11,069(12) | 2,733,826 | | Samuel Zales President and Chief Operating Officer | 2024 | 543,750 | — | 3,839,993 | — | 520,085 | 15,910(14) | 4,919,738 |
Summary Compensation Table
(1) Represents the aggregate grant date fair value of the time-based RSU awards based on the closing market price of our Class A common stock on the date of grant computed in accordance with FASB ASC Topic 718. See Notes 2 and 11 to the consolidated financial statements in our Annual Report for the assumptions regarding the valuation of these equity awards. (2) Represents the aggregate grant date fair value of the NQSO award, which is determined utilizing the Black-Scholes option-pricing model, a generally accepted option valuation methodology. See Notes 2 and 11 to the consolidated financial statements in our Annual Report for the assumptions regarding the valuation of these equity awards. (3) The amounts in this column reflect cash incentive awards under our Annual Incentive Plan for the applicable year determined by the Compensation Committee based on our achievement of certain strategic objectives, corporate financial performance goals, and the individual named executive officer’s performance goals, as applicable. See “2024 Named Executive Officer Compensation – Cash Incentive Awards” in the “Compensation Discussion and Analysis” section of this proxy statement for additional information regarding the 2024 Annual Incentive Plan. (4) Consists of (i) $19,331 attributable to Mr. Trevisan for his use of a limited supplemental shared commuting benefit, (ii) $13,800 for the Company’s Section 401(k) matching contribution, and (iii) $525 for parking. (5) Due to the aggregate size of Mr. Trevisan’s 2021 equity award package upon his appointment as Chief Executive Officer, he did not receive an award in 2022. The amount reflected in the table above is related to the modification expense associated with the 2022 PSU Amendment (as defined below), pursuant to which the vesting terms of the performance-based RSU granted to Mr. Trevisan in 2021 were amended to time-based RSUs. For more information regarding the amended performance-based RSU awards, see the “Modification of 2021 and 2022 Performance-Based Equity Grants” section of our 2023 annual meeting of stockholders filed with the SEC on April 26, 2023 (2023 Proxy Statement). Ms. Palazzo stepped down as our Chief Financial Officer and Treasurer effective March 7, 2025. Consists of (i) $85,966 for relocation benefits pursuant to the Relocation Repayment Agreement dated October 16, 2023, between Ms. Palazzo and the Company (the Palazzo Relocation Agreement) and includes a tax “gross-up” of $25,231, (ii) $11,500 for the Company’s Section 401(k) matching contribution; (iii) $943 attributable to Ms. Palazzo for her use of a limited supplemental shared commuting benefit, and (iv) $825 for parking and a bike or walk to work bonus. (8) Mr. Elshareef commenced employment as our Chief Product Officer effective February 1, 2024. His base salary for 2024 was $400,000, of which he received a pro rata share from February 1, 2024 to December 31, 2024. (9) This amount reflects the cash sign-on bonus paid to Mr. Elshareef in connection with his hire. (10) Consists of (i) $196,064 for relocation benefits pursuant to the Relocation Repayment Agreement dated October 17, 2023, between Mr. Elshareef and the Company (the Elshareef Relocation Agreement) and includes a tax “gross-up” of $60,664, (ii) $4,680 for the Company’s Section 401(k) matching contribution; (iii) $525 for parking, and (iv) $422 attributable to Mr. Elshareef for his use of a limited supplemental shared commuting benefit. (11) Consists of (i) $13,800 for the Company’s Section 401(k) matching contribution, (ii) $1,379 attributable to Mr. Quinn for his use of a limited supplemental shared commuting benefit, and (iii) $525 for parking. (12) In connection with the commencement of his employment, Mr. Quinn received a $30,000 cash sign-on bonus, which was paid in three installments. Mr. Quinn received the first two installments, totaling $22,500, in 2022 (the 2022 Bonus Payment). The 2022 Bonus Payment was inadvertently included in the “All Other Compensation” column of the “Summary Compensation Table” in our 2023 Proxy Statement. The presentation of Mr. Quinn’s 2022 compensation has been updated to include the 2022 Cash Bonus Payment in the “Bonus” column. The amount in the “All Other Compensation” column for 2022 represents the Company’s Section 401(k) matching contribution. (13) In 2022 Mr. Quinn was granted a performance-based RSU award. The value reported for Mr. Quinn reflects the value of the award at the grant date based upon the grant date fair value determined utilizing a Monte Carlo simulation model, a generally accepted statistical technique used, in this instance, to simulate a range of possible future prices for the Company and the companies that comprise the S&P 500 Index as of the day before the applicable performance period (PSU Peer Group Companies) over the applicable performance periods under the performance-based RSU award. If the performance-based RSU award granted to Mr. Quinn was earned at the maximum level, the grant date fair value of the performance-based RSU award would be $1,400,499 utilizing a Monte Carlo simulation model, a generally accepted statistical technique used, in this instance, to simulate a range of possible future prices for the Company and the PSU Peer Group Companies over the applicable performance periods under the performance-based RSU award. The terms of Mr. Quinn’s performance-based RSU award were subsequently amended in February 2022 to convert the award to time-based RSUs (the 2022 PSU Amendment). The amount listed in the table above for Mr. Quinn’s 2022 stock award includes the modification expense associated with the 2022 PSU Amendment. For more information regarding the amended performance-based RSU awards, see the “Modification of 2021 and 2022 Performance-Based Equity Grants” section of our 2023 Proxy Statement. Consists of (i) $13,800 for the Company’s Section 401(k) matching contribution, (ii) $1,585 attributable to Mr. Zales for his use of a limited supplemental shared commuting benefit, and (iii) $525 for parking.
2024 Grants of Plan-Based Awards Table
2024 Grants of Plan-Based Awards Table The following table presents, for each of our named executive officers, information concerning each grant of a cash or equity award made during the year ended December 31, 2024.
2024 Grants of Plan-Based Awards Table
| | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | | | | | | Name | Approval Date | Grant Date | Threshold ($) | Target ($) | Maximum ($) | All Other Stock Awards: Number of Shares of Stock or Units (#) | All Other Option Awards: Number of Securities Underlying Options(#) | Exercise or Base Price of Option Awards ($/sh) | Grant Date Fair Value of Stock and Option Awards ($)(2) | | Jason Trevisan | 02/7/2024 | 02/7/2024 | — | — | — | 275,150 | — | — | 6,399,989 | | | — | — | 0 | 625,000 | 937,500 | — | — | — | — | | Elisa Palazzo | — | — | — | — | — | — | — | — | — | | | — | — | 0 | 250,000 | 375,000 | — | — | — | — | | Ismail Elshareef | 10/17/2023 | 02/1/2024 | — | — | — | 76,077 | — | — | 1,799,982 | | | — | — | — | 187,636(3) | 281,454(3) | — | — | — | — | | Matthew Quinn | 02/7/2024 | 02/7/2024 | — | — | — | 90,283 | — | — | 2,099,983 | | | — | — | 0 | 250,000) | 375,000 | — | — | — | — | | Samuel Zales | 02/7/2024 | 02/7/2024 | — | — | — | 165,090 | — | — | 3,839,993 | | | — | — | 0 | 430,000 | 645,000 | — | — | — | — |
2024 Grants of Plan-Based Awards Table
(1) The amounts reported in the “Target” sub-column reflect the minimum payment level of non-equity incentive plan compensation for each of our named executive officers assuming a target level of performance under the 2024 Annual Incentive Plan. The amounts reported in the “Maximum” sub-column reflect that for 2024 the program provided each named executive officer with the potential to earn a maximum of 150% of the target cash incentive award opportunity. See “2024 Named Executive Officer Compensation – Cash Incentive Awards” in the “Compensation Discussion and Analysis” section of this proxy statement for additional information regarding the 2024 Annual Incentive Plan. Non-equity incentive plan awards actually paid by us for services rendered in 2024 are reported in the “Non-Equity Incentive Plan Compensation” column of the “Summary Compensation Table” above. (2) Represents the aggregate grant date fair value of the time-based RSU awards under the 2017 Plan based on the closing market price of our Class A common stock on the date of grant computed in accordance with FASB ASC Topic 718. See Notes 2 and 11 to the consolidated financial statements in our Annual Report for the assumptions regarding the valuation of these equity awards. 2024 target and maximum annual cash incentive opportunity prorated for service time provided in 2024.
2024 Outstanding Equity Awards at Fiscal Year-End Table
2024 Outstanding Equity Awards at Fiscal Year-End Table The following table presents, for each of our named executive officers, information regarding outstanding equity awards held as of December 31, 2024.
2024 Outstanding Equity Awards at Fiscal Year-End Table
| | | | Option Awards | | | | Stock Awards | | | Name | Grant Date | Vesting Commencement Date | Number of securities underlying unexercised options (#) exercisable | Number of securities underlying unexercised options (#) unexercisable | Option exercise price ($) | Option expiration date | Number of shares or units of stock that have not vested (#) | Market value of shares or units of stock that have not vested ($)(1) | | Jason Trevisan | 02/10/2021 | 01/01/2021 | — | — | — | — | 15,797(2) | 577,222 | | | 02/10/2021 | 01/01/2021 | 246,421(3) | 16,429(3) | 35.61 | 02/10/2031 | — | — | | | 02/08/2022 | 01/01/2021 | — | — | — | — | 7,898(2)(4) | 288,593 | | | 02/16/2023 | 01/01/2023 | — | — | — | — | 19,171(5) | 700,508 | | | 02/07/2024 | 01/01/2024 | — | — | — | — | 240,756(6) | 8,797,224 | | Elisa Palazzo | 12/04/2023 | 12/04/2023 | — | — | — | — | 66,682(7) | 2,509,640 | | Ismail Elshareef | 02/01/2024 | 02/01/2024 | — | — | — | — | 76,077(8) | 2,779,854 | | Matthew Quinn | 01/03/2022 | 01/01/2022 | — | — | — | — | 8,929(9) | 326,266 | | | 01/03/2022 | 01/01/2022 | 20,807(10) | 9,459(10) | 35.00 | 01/03/2032 | — | — | | | 02/08/2022 | 01/01/2022 | — | — | — | — | 4,462(4)(11) | 163,041 | | | 02/16/2023 | 01/01/2023 | — | — | — | — | 2,243(5) | 81,959 | | | 02/16/2023 | 01/01/2023 | — | — | — | — | 57,192(12) | 2,089,796 | | | 02/07/2023 | 01/01/2024 | — | — | — | — | 73,355(13) | 2,680,392 | | Samuel Zales | 02/10/2021 | 01/01/2021 | — | — | — | — | 9,478(2) | 346,326 | | | 02/10/2021 | 01/01/2021 | —(3) | 9,857(3) | 35.61 | 02/10/2031 | — | — | | | 02/08/2022 | 01/01/2021 | — | — | — | — | 4,738(2)(4) | 173,127 | | | 02/16/2023 | 01/01/2023 | — | — | — | — | 11,502(5) | 420,283 | | | 02/07/2024 | 01/01/2024 | — | — | — | — | 144,454(6) | 5,278,349 |
2024 Outstanding Equity Awards at Fiscal Year-End Table
(1) The market price for our Class A common stock is based on $36.54 per share, the closing market price of our Class A common stock on December 31, 2024. Our Class B common stock is valued the same as our Class A common stock. (2) 6.25% of the shares of our Class A common stock subject to this RSU award vested on April 1, 2021, and 6.25% of the shares subject to this RSU award will vest or have vested, as applicable, on the first day of each three-month period thereafter until January 1, 2025, contingent upon the named executive officer remaining continuously employed by us through each applicable vesting date. (3) 6.25% of the shares of our Class A common stock underlying this NQSO award vested on April 1, 2021, and 6.25% of the shares of our Class A common stock underlying this NQSQ award will vest or have vested, as applicable, on the first day of each three-month period thereafter until January 1, 2025, contingent upon the named executive officer remaining continuously employed by us through each applicable vesting date. (4) In February 2022 the Compensation Committee amended the vesting provisions of the performance-based RSU awards granted to our executive officers in 2021 and 2022, as applicable, from performance-based to time-based. See the “Modification of 2021 and 2022 Performance-Based Equity Grants” section of our 2023 Proxy Statement for more information. This table gives effect to the 2022 PSU Amendment. (5) 12.5% of the shares of our Class A common stock subject to this RSU award vested on April 1, 2023, and 12.5% of the shares subject to this RSU award will vest or have vested, as applicable, on the first day of each three-month period thereafter until January 1, 2025, contingent upon the named executive officer remaining continuously employed by us through each applicable vesting date. (i) 4.17% of the shares of our Class A common stock subject to this RSU award vested on April 1, 2024, and on the first day of each three-month period thereafter until October 1, 2024; (ii) 9.38% of the shares subject to this RSU award will vest on January 1, 2025; (iii) 9.37% of the shares subject to this RSU award will vest on the first day of each three-month period thereafter until October 1, 2025; and (iv) 6.25% of the shares subject to this RSU award will vest on the first day of each three-month period from January 1, 2026 until October 1, 2027, contingent upon the named executive officer remaining continuously employed by us through each applicable vesting date. 25% of the shares of our Class A common stock subject to this RSU award vested on December 4, 2024, and 6.25% of the shares subject to this RSU award will vest on the fourth day of each three-month period thereafter until December 4, 2027, contingent upon Ms. Palazzo remaining continuously employed by us through each applicable vesting date. Ms. Palazzo stepped down as our Chief Financial Officer and Treasurer effective March 7, 2025. As a result of her departure, Ms. Palazzo forfeited all then unvested RSUs that were held by her as of March 7, 2025. (8) 25% of the shares of our Class A common stock subject to this RSU award will vest on February 1, 2025, and 6.25% of the shares subject to this RSU award will vest on the first day of each three-month period thereafter until February 1, 2028, contingent upon Mr. Elshareef remaining continuously employed by us through each applicable vesting date. (9) 25% of the shares of our Class A common stock subject to this RSU award vested on January 3, 2023, and 6.25% of the shares of our Class A common stock underlying this RSU award will vest or have vested, as applicable, on the first day of each three-month period thereafter until January 1, 2026, contingent upon Mr. Quinn remaining continuously employed by us through each applicable vesting date. (10) 25% of the shares of our Class A common stock underlying this NQSO award vested on January 3, 2023, and 6.25% of the shares of our Class A common stock underlying this NQSQ award will vest or have vested, as applicable, on the first day of each three-month period thereafter until January 1, 2026, contingent upon Mr. Quinn remaining continuously employed by us through each applicable vesting date. (11) 25% of the shares of our Class A common stock subject to this RSU award vested on January 1, 2023, and 6.25% of the shares subject to this RSU award will vest or have vested, as applicable, on the first day of each three-month period thereafter until January 1, 2026, contingent upon Mr. Quinn remaining continuously employed by us through each applicable vesting date. (12) 6.25% of the shares of our Class A common stock subject to this RSU award vested on April 1, 2024, and 6.25% of the shares subject to this RSU award will vest or have vested, as applicable, on the first day of each three-month period thereafter until January 1, 2027, contingent upon Mr. Quinn remaining continuously employed by us through each applicable vesting date. 6.25% of the shares of our Class A common stock subject to this RSU award will vest on April 1, 2025, and 6.25% of the shares subject to this RSU award will vest or have vested, as applicable, on the first day of each three-month period thereafter until January 1, 2028, contingent upon Mr. Quinn remaining continuously employed by us through each applicable vesting date.
2024 Option Exercises and Stock Vested Table
2024 Option Exercises and Stock Vested Table The following table presents, for each of our named executive officers, information regarding the number and value of stock options exercised and RSU awards vested during the year ended December 31, 2024.
2024 Option Exercises and Stock Vested Table
| | Option Awards | | Stock Awards | | | Name | Number of shares acquired on exercise (#)(1) | Value realized on exercise ($)(2) | Number of shares acquired on vesting (#)(3) | Value realized on vesting ($)(4) | | Jason Trevisan | — | — | 210,704 | 5,370,398 | | Elisa Palazzo | — | — | 22,893 | 887,791 | | Ismail Elshareef | — | — | — | — | | Matthew Quinn | — | — | 62,033 | 1,585,856 | | Samuel Zales | 328,863 | 5,486,072 | 129,748 | 3,302,579 |
2024 Option Exercises and Stock Vested Table
(1) The amounts reported in this column represent the gross number of shares of our Class A common stock acquired upon the exercise of vested stock options without taking into account any shares that may have been withheld or sold to cover the option exercise price or applicable tax withholding obligations. (2) The amounts reported in this column represent the taxable income recognized upon the exercise of vested stock options calculated by multiplying (i) the number of shares of our Class A common stock acquired upon exercise by (ii) the difference between the closing market price of our Class A common stock at exercise and the exercise price of the options. (3) The amounts reported in this column represent the gross number of shares of our Class A common stock acquired upon the vesting of RSU awards without taking into account any shares that may have been withheld to satisfy applicable tax withholding obligations. Upon vesting of these awards, the Company withheld a portion of distributable shares in respect of taxes. The number of shares received after taking into account any shares withheld are as follows: 115,812 for Mr. Trevisan, 15,822 for Ms. Palazzo, 38,239 for Mr. Quinn, and 72,721 for Mr. Zales. The amounts reported in this column represent the taxable income recognized upon the vesting of RSU awards calculated by multiplying the gross number of RSUs vested by the closing market price of our Class A common stock on the vesting date or, if the vesting occurred on a day on which Nasdaq was closed for trading, the prior trading day.
Potential Payments upon Termination of Employment or Change in Control
Potential Payments upon Termination of Employment or Change in Control The following table sets forth the potential (estimated) payments and benefits to which our named executive officers would have been entitled, as specified under their respective employment offer letter or equity award agreement, as applicable, assuming an employment termination date of December 31, 2024, on which the market price for our Class A common stock was $36.54 per share (the closing price on December 31, 2024).
Potential Payments upon Termination of Employment or Change in Control
| Name and Benefit | Termination without Cause ($) | Resignation for Good Reason ($) | Change of Control ($) | Termination without Cause or for Good Reason in connection with Change of Control ($) | | Jason Trevisan | | | | | | Base Salary | — | — | — | — | | Bonus | — | — | — | — | | Equity Awards (Accelerated Vesting)(1) | — | — | — | 10,378,827 | | Health & Benefits | — | — | — | — | | Other(2) | 100,000 | 100,000 | — | 100,000 | | Total Estimated Value | 100,000 | 100,000 | — | 10,478,827 | | Elisa Palazzo | | | — | | | Base Salary(3) | 292,500 | 292,500 | — | 292,500 | | Bonus | — | — | — | — | | Equity Awards (Accelerated Vesting)(1) | — | — | — | 2,509,640 | | Health & Benefits(3) | 18,406 | 18,406 | — | 18,406 | | Other | — | — | — | — | | Total Estimated Value | 310,906 | 310,906 | — | 2,820,546 | | Ismail Elshareef | | | | | | Base Salary(4) | 275,000 | 275,000 | — | 275,000 | | Bonus | — | — | — | — | | Equity Awards (Accelerated Vesting)(1) | — | — | — | 2,779,854 | | Health & Benefits(4) | 12,398 | 12,398 | — | 12,398 | | Other | — | — | — | — | | Total Estimated Value | 287,398 | 287,398 | — | 3,067,252 | | Matthew Quinn | | | | | | Base Salary(5) | 301,875 | 301,875 | — | 301,875 | | Bonus | — | — | — | — | | Equity Awards (Accelerated Vesting)(1) | — | — | — | 5,356,021 | | Health & Benefits(5) | 18,406 | 18,406 | — | 18,406 | | Other | — | — | — | — | | Total Estimated Value | 320,281 | 320,281 | — | 5,676,302 | | Samuel Zales | | | | | | Base Salary | — | — | — | — | | Bonus | — | — | — | — | | Equity Awards (Accelerated Vesting)(1) | — | — | — | 6,227,252 | | Health & Benefits | — | — | — | — | | Other(6) | 100,000 | — | — | 100,000 | | Total Estimated Value | 100,000 | — | — | 6,327,252 |
Potential Payments upon Termination of Employment or Change in Control
Our forms of time-based RSU award agreement and NQSO award agreement provide for acceleration of unvested RSUs or NQSOs, as applicable, under such award in the event that such named executive officer is terminated by us without Cause or by such named executive officer for Good Reason (each as defined in the Company’s standard time-based RSU award agreement and NQSO award agreement, as applicable, for executive officers, the forms of which have been previously filed with the SEC) within 12 months following a Change of Control (as defined in the 2017 Plan). For all purposes above, a Change of Control under the 2017 Plan generally occurs if: (i) a person, entity, or affiliated group, with certain exceptions, acquires more than 50% of our then outstanding voting securities; (ii) we merge into another entity unless the holders of our voting shares immediately prior to the merger have at least 50% of the combined voting power of the securities in the merged entity or its parent; (iii) we merge into another entity and the members of the Board prior to the merger would not constitute a majority of the board of directors of the merged entity or its parent; (iv) we sell or dispose of all or substantially all of our assets; (v) our stockholders approve a plan of complete liquidation or dissolution; or (vi) a majority of the members of the Board is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the incumbent directors. (2) Pursuant to an employment offer letter between the Company and Mr. Trevisan dated August 10, 2015, if we terminate Mr. Trevisan’s employment without cause, or Mr. Trevisan terminates his employment for good reason, subject to him signing and not revoking a release of any and all claims against the Company, he will be entitled to a lump-sum cash severance payment in the amount of $100,000. See “Executive Employment Arrangements” for more information. (3) Pursuant to an employment offer letter between the Company and Ms. Palazzo dated October 16, 2023, if we terminate Ms. Palazzo’s employment without cause, or Ms. Palazzo terminates her employment for good reason, subject to her signing and not revoking a release of any and all claims against the Company and a reaffirmation of all her post-employment obligations under her nondisclosure agreement, and in the Company’s sole discretion, a one-year post-employment noncompetition agreement, she will be entitled to (i) a severance payment of an amount equal to nine months of her base salary, which will be paid in substantially equal installments in accordance with the Company’s payroll practices over six months commencing within 60 days following her termination of employment and (ii) reimbursement on a monthly basis for the COBRA premiums that Ms. Palazzo would pay for continued health care coverage under our group health plans for herself and her dependents until the earlier of nine months, until she becomes eligible under another employer’s group coverage, or until she ceases to be eligible for COBRA coverage for any reason. See “Executive Employment Arrangements” for more information. Ms. Palazzo stepped down as our Chief Financial Officer and Treasurer on March 7, 2025. In connection with her departure, we provided Ms. Palazzo the severance payment and benefits required under her employment offer letter in the event of a termination without cause, which consists of a severance payment of $292,500 (nine months of base salary) and reimbursement on a monthly basis for the COBRA premiums that Ms. Palazzo pays for continued health care coverage under our group health plans for herself and her dependents until the earlier of (i) December 31, 2025, (ii) she becomes eligible under another employer’s group coverage, or (iii) she ceases to be eligible for COBRA coverage for any reason. We also entered into a separation agreement and general release with Ms. Palazzo effective March 7, 2025, relating to release of claims by Ms. Palazzo and memorializing the terms of her separation. Such separation agreement did not in any way modify or enhance the payment and benefits to which Ms. Palazzo was entitled as a result of her employment offer letter, except the Company agreed to pay her severance payment in a lump sum rather than over a period of six months. (4) Pursuant to an employment offer letter between the Company and Mr. Elshareef dated October 17, 2023, if we terminate Mr. Elshareef’s employment without cause, or Mr. Elshareef terminates his employment for good reason, subject to his signing and not revoking a release of any and all claims against the Company and a reaffirmation of all his post-employment obligations under his nondisclosure agreement, and in the Company’s sole discretion, a one-year post-employment noncompetition agreement, he will be entitled to (i) a severance payment of an amount equal to nine months of his base salary, which will be paid in substantially equal installments in accordance with the Company’s payroll practices over six months commencing within 60 days following his termination of employment and (ii) reimbursement on a monthly basis for the COBRA premiums that Mr. Elshareef would pay for continued health care coverage under our group health plans for himself and his dependents until the earlier of nine months, until he becomes eligible under another employer’s group coverage, or until he ceases to be eligible for COBRA coverage for any reason. See “Executive Employment Arrangements” for more information. Pursuant to an employment offer letter between the Company and Mr. Quinn dated December 21, 2022, if we terminate Mr. Quinn’s employment without cause, or Mr. Quinn terminates his employment for good reason, subject to his signing and not revoking a release of any and all claims against the Company and a reaffirmation of all his post-employment obligations under his nondisclosure agreement, and in the Company’s sole discretion, a one-year post-employment noncompetition agreement, he will be entitled to (i) a severance payment of an amount equal to nine months of his base salary, which will be paid in substantially equal installments in accordance with the Company’s payroll practices over six months commencing within 60 days following his termination of employment and (ii) reimbursement on a monthly basis for the COBRA premiums that Mr. Quinn would pay for continued health care coverage under our group health plans for himself and his dependents until the earlier of nine months, until he becomes eligible under another employer’s group coverage, or until he ceases to be eligible for COBRA coverage for any reason. See “Executive Employment Arrangements” for more information. Pursuant to an employment offer letter between the Company and Mr. Zales dated October 24, 2014, if we terminate Mr. Zales’ employment without cause, subject to him signing and not revoking a release of any and all claims against the Company, he will be entitled to a lump-sum cash severance payment in the amount of $100,000. See “Executive Employment Arrangements” for more information.
CEO Pay Ratio Disclosure
CEO Pay Ratio Disclosure As required by SEC rules, we disclose below the annual total compensation of Mr. Trevisan, our Chief Executive Officer, the 2024 annual total compensation of our median employee, and the ratio of these amounts. We calculated the annual total compensation for both Mr. Trevisan and our median employee using the same methodology that is used for the “Summary Compensation Table”.
2024 CEO Pay Ratio
2024 CEO Pay Ratio The 2024 annual total compensation for Mr. Trevisan was $7,799,583 and for our median employee was $173,915. The resulting ratio of our Chief Executive Officer’s annual total compensation to the annual total compensation of our median employee is approximately 44.86:1.
Pay versus Performance
Pay versus Performance The following information is presented to disclose the relationship between compensation actually paid (CAP), as calculated under Item 402(v) of Regulation S-K, and the financial performance of the Company. As required by Item 402(v) of Regulation S-K, the table presented below discloses CAP for (i) the Company’s principal executive officer (PEO) and (ii) the Company’s named executive officers other than the PEO (the Non-PEO NEOs), on an average basis, for each of our 2024, 2023, 2022, 2021, and 2020 fiscal years. The methodology for calculating amounts presented in the columns “CAP to Former PEO”, “CAP to Current PEO,” and “Average CAP to Non-PEO NEOs,” including details regarding the amounts that were deducted from, and added to, the Summary Compensation Table (SCT) totals to arrive at the values presented for CAP, are provided in the footnotes to the table. A narrative discussion of the relationship between CAP and the Company performance measures (i) listed in the table and (ii) that the Company has deemed most important in linking CAP during 2024 to Company performance is also presented below. Consistent with Item 402(v) of Regulation S-K, the Company has identified gross profit as its “Company-Selected Measure.” The Company believes that this measure represents the most important financial performance measure used to link CAP to Company performance. Gross profit is a key component of the Company’s executive compensation program, as described in the “Compensation Discussion and Analysis.” Compensation decisions at the Company are made independently of the Pay versus Performance disclosure requirements and this disclosure is intended to be supplemental to the compensation program objectives and strategy discussed in the “Compensation Discussion and Analysis,” not in replacement.
2024 Pay versus Performance Table
2024 Pay versus Performance Table In accordance with Item 402(v) of Regulation S-K, the following table sets forth information concerning SCT total compensation and CAP for the Company’s PEO and Non-PEO NEOs for each of our 2024, 2023, 2022, 2021, and 2020 fiscal years and the corresponding financial performance of the Company in each such year.
2024 Pay versus Performance Table
| | | | | | | | Value of Initial Fixed $100 Investment Based on: | | | | | Year | SCT Total for Former PEO(1) | SCT Total for Current PEO(1) | CAP(2) to Former PEO(1)(3) | CAP(2) to Current PEO(1)(3) | Average SCT Total for Non-PEO NEOs(1) | Average CAP(2) to Non-PEO NEOs(1)(4) | Total Shareholder Return | 2024 Peer Group Total Shareholder Return(5) | Net Income (in thousands) | Gross Profit (in thousands)(6) | | (a) | (b) | (b) | (c) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2024 | — | $7,799,583 | — | $11,938,740 | $2,800,587 | $4,471,036 | $103.87 | $86.42 | $20,972 | $738,945 | | 2023 | — | $3,753,213 | — | $6,878,427 | $2,628,399 | $3,685,780 | $68.68 | $74.16 | $22,053 | $651,454 | | 2022 | — | $1,547,116 | — | $(5,908,845) | $2,550,688 | $236,663 | $39.82 | $60.93 | $78,954 | $657,553 | | 2021 | $2,511,728 | $19,211,250 | $2,146,098 | $16,797,283 | $5,174,391 | $3,598,175 | $95.62 | $134.28 | $110,373 | $657,358 | | 2020 | $2,301,672 | — | $1,503,671 | — | $4,062,953 | $2,984,557 | $90.19 | $177.69 | $77,553 | $508,745 |
2024 Pay versus Performance Table
(1) As a result of a PEO transition that occurred in 2021, two PEOs are reported in the above table. In 2020 and 2021 Mr. Steinert was the PEO (listed as Former PEO). On January 21, 2021, Mr. Steinert ceased to serve as PEO and Mr. Trevisan was appointed PEO (listed as Current PEO). The Company’s Non-PEO NEOs for the applicable years are as follows: a. 2024: Elisa Palazzo, Ismail Elshareef, Matthew Quinn, and Samuel Zales b. 2023: Elisa Palazzo, Langley Steinert, Zachary Hallowell, and Matthew Quinn c. 2022: Langley Steinert, Scot Fredo, Matthew Quinn, and Andrea Eldridge d. 2021: Samuel Zales, Andrea Eldridge, Scot Fredo, Dafna Sarnoff, and Sarah Welch e. 2020: Jason Trevisan, Samuel Zales, Thomas Caputo, and Sarah Welch CAP to our named executive officers in each of 2024, 2023, 2022, 2021, and 2020 reflects the respective amounts set forth in columns (c) and (e), as applicable, of the table above, adjusted as set forth in footnotes (3) and (4) below, as applicable, as determined in accordance with SEC rules. The dollar amounts reflected in columns (c) and (e) of the table above do not reflect the actual amount of compensation earned by or paid to our named executive officers during the applicable year. The following table sets forth the adjustments made to SCT total compensation pursuant to Item 402(v) of Regulation S-K to determine CAP for the Current PEO and Former PEO in 2024, 2023, 2022, 2021, and 2020:
2024 Pay versus Performance Table
| PEO SCT Total to CAP Adjustments | 2024 | 2023 | 2022 | 2021 Current PEO | 2021 Former PEO | 2020 | | Total Reported in SCT | $7,799,583 | $3,753,213 | $1,547,116 | $19,211,250 | $2,511,728 | $2,301,672 | | (Minus): Grant Date Fair Value of Stock Awards and Option Awards Reported in SCT | $(6,399,989) | $(2,564,246) | $(545,278) | $(18,012,558) | $(2,501,728) | $(2,291,672) | | Plus: Year-End Fair Value of Equity Awards Granted During Covered Year That Remained Unvested as of Last Day of Covered Year | $8,797,224 | $2,315,808 | $0 | $13,651,861 | $1,896,098 | $1,715,482 | | Plus/(Minus): Change in Fair Value from Last Day of Prior Year to Last Day of Covered Year of Unvested Equity Awards | $617,863 | $1,628,283 | $(7,994,953) | $191,487 | $116,789 | $(187,524) | | Plus: Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year | $889,998 | $1,127,794 | $0 | $1,891,757 | $262,730 | $272,397 | | Plus/(Minus): Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Covered Year | $234,061 | $617,575 | $1,084,270 | $(136,514) | $(139,519) | $(306,684) | | (Minus): Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Covered Year | $0 | $0 | $0 | $0 | $0 | $0 | | Total Adjustments | $4,139,157 | $3,125,214 | $(7,455,961) | $(2,413,967) | $(365,630) | $(798,001) | | CAP | $11,938,740 | $6,878,427 | $(5,908,845) | $16,797,283 | $2,146,098 | $1,503,671 |
2024 Pay versus Performance Table
The following table sets forth the adjustments made to SCT total compensation pursuant to Item 402(v) of Regulation S-K to determine average CAP for the Non-PEO NEOs in 2024, 2023, 2022, 2021, and 2020:
2024 Pay versus Performance Table
| Non-PEO NEOs Average SCT to CAP Adjustments | 2024 | 2023 | 2022 | 2021 | 2020 | | Total Reported in SCT | $2,800,587 | $2,628,399 | $2,550,688 | $5,174,391 | $4,062,953 | | (Minus): Grant Date Fair Value of Stock Awards and Option Awards Reported in SCT | $(1,934,989) | $(2,324,989) | $(2,181,475) | $(4,225,087) | $(3,437,517) | | Plus: Year-End Fair Value of Equity Awards Granted During Covered Year That Remained Unvested as of Last Day of Covered Year | $2,684,649 | $2,796,285 | $537,561 | $3,027,728 | $2,771,171 | | Plus/(Minus): Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards | $544,383 | $249,270 | $(960,465) | $53,440 | $(311,807) | | Plus: Vesting-Date Fair Value of Equity Awards Granted During Covered Year that Vested During Covered Year | $243,008 | $263,883 | $231,449 | $342,600 | $272,391 | | Plus/(Minus): Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Covered Year | $133,399 | $72,932 | $58,906 | $(57,775) | $(373,634) | | (Minus): Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Covered Year | $0 | $0 | $0 | $(717,123) | $0 | | Total Adjustments | $1,670,450 | $1,057,381 | $(2,314,024) | $(1,576,217) | $(1,078,396) | | CAP | $4,471,036 | $3,685,780 | $236,663 | $3,598,175 | $2,984,557 |
2024 Pay versus Performance Table
(5) Total Shareholder Return is determined based on the value of an initial fixed investment of $100 in our Class A common stock on December 31, 2019, assuming the reinvestment of any dividends. The peer group Total Shareholder Return represents the Total Shareholder Return of our Compensation Discussion and Analysis peer group companies, weighted by market capitalization at each fiscal year end. Our Compensation Discussion and Analysis peer group companies for 2020 – 2024 were as follows: a. 2024 Compensation Discussion and Analysis peer group companies: ACI Worldwide, Inc., ACV Auctions Inc., Alarm.com Holdings, Inc., Angi Inc., Bumble Inc., Cars.com Inc., Commvault Systems, Inc., Envestnet, Inc., Everbridge, Inc., Flywire Corp., NetScout Systems, Inc., OPENLANE, Inc., Pegasystems Inc., Rapid7, Inc., Redfin Corporation, Shutterstock, Inc., TripAdvisor, Inc., Upwork, Inc., Yelp Inc., ZipRecruiter, Inc. b. 2023 Compensation Discussion and Analysis peer group companies: ACI Worldwide, Inc., ACV Auctions Inc., Alarm.com Holdings, Inc., Angi Inc., Cars.com Inc., Commvault Systems, Inc., Envestnet, Inc., Everbridge, Inc., Flywire Corp., NetScout Systems, Inc., New Relic, Inc., Pegasystems Inc., Qualys, Inc., Rapid7, Inc., Redfin Corporation, Shutterstock, Inc., TripAdvisor, Inc., Upwork, Inc., Yelp Inc. c. 2022 Compensation Discussion and Analysis peer group companies: Alarm.com, Inc., Bottomline Technologies Inc., Cars.com Inc., Cerence Inc., Everbridge, Inc., EverQuote, Inc. HubSpot, Inc., LendingTree, Inc., New Relic, Inc., Pegasystems Inc., Qualys, Inc. Rapid7, Inc., Redfin Corporation, Shutterstock, Inc., TripAdvisor, Inc., Wayfair Inc, Yelp Inc., Yext, Inc. d. 2021 Compensation Discussion and Analysis peer group companies: Alarm.com, Inc., Bottomline Technologies Inc., Cars.com Inc., Etsy Inc., Everbridge, Inc., EverQuote, Inc. HubSpot, Inc., LendingTree, Inc., New Relic, Inc., Paylocity Holding Corporation, Pegasystems Inc., Qualys, Inc. Rapid7, Inc., Redfin Corporation, TripAdvisor, Inc., TrueCar, Inc. Wayfair Inc, Yelp Inc., Yext, Inc e. 2020 Compensation Discussion and Analysis peer group companies: Alarm.com, Inc., Cars.com Inc., Etsy Inc., GrubHub, Inc., HubSpot, Inc., LendingTree, Inc., New Relic, Inc., Paylocity Holding Corporation, Pegasystems Inc., Qualys, Inc. Rapid7, Inc., TripAdvisor, Inc., TrueCar, Inc., Varonis Systems, Inc., Wayfair Inc, Yelp Inc., Yext, Inc., Zillow Group, Inc. (6) Gross Profit is the financial performance measure, which, in the Company’s assessment, represents for 2024 the most important performance measure used to link compensation actually paid to our PEOs and Non-PEO NEOs to the Company’s performance.
Analysis of the Information Presented in the Pay versus Performance Table
Analysis of the Information Presented in the Pay versus Performance Table The charts below show the relationship between the CAP to our Current PEO, Former PEO, and Average CAP to our Non-PEO NEOs in 2024, 2023, 2022, 2021, and 2020 to each of (i) the Company’s cumulative Total Shareholder Return, (ii) Net Income, and (iii) Gross Profit. A chart comparing the Company’s cumulative Total Shareholder Return and the Company’s Peer Group Total Shareholder Return is also provided below. As described in greater detail in “Compensation Discussion and Analysis,” the Compensation Committee’s philosophy is to provide a competitive total compensation package to our named executive officers through a combination of annual base salary, annual cash incentive award opportunities, long-term incentive compensation opportunities in the form of equity awards, and broad-based health and welfare benefit plans. The objectives of our philosophy are to attract, motivate, and retain named executive officers of outstanding ability and potential, reward the achievement of key performance measures, and ensure that executive compensation is meaningfully related to the creation of stockholder value. While the Compensation Committee utilizes several performance measures to align executive compensation with Company performance, all of those measures are not presented in the Pay versus Performance table. Moreover, the Compensation Committee generally seeks to incentivize long-term performance, and therefore does not specifically align the Company’s performance measures with CAP for a particular year. In accordance with Item 402(v) of Regulation S-K, we are providing the following charts displaying the relationships between information presented in the Pay versus Performance table.