DEF 14A of Cars.com Inc.
Filed Apr 25, 2025 · FY20240001140361-25-015792
Chicago, Illinois
| Named Executive Officer Compensation | 46 | | Compensation and Risk | 53 | | CEO Pay Ratio Disclosure | 54 | | Pay Versus Performance | 55 | | Security Ownership | 59 | | Security Ownership of Certain Beneficial Owners | 59 | | Security Ownership of Directors, Named Executive Officers and Executive Officers | 60 | | Transactions with Related Persons | 61 | | Delinquent Section 16(A) Reports | 61 | | Proposal Two: Ratification of Appointment of Ernst & Young LLP as Independent Registered Public Accounting Firm | 62 | | Audit and non-audit fees | 62 | | Audit Committee Report | 64 | | Proposal Three: Advisory Approval of Executive Officer Compensation (Say on Pay) | 66 | | Proposal Four: Advisory Approval of the Frequency of Future Advisory Votes on Executive Officer Compensation (Say on Frequency) | 67 | | Proposal Five: Approval of the Amended and Restated Cars.com Inc. Omnibus Incentive Compensation Plan | 68 | | Proposal Six: Approval of an Amendment to the Amended and Restated Certificate of Incorporation of Cars.com Inc. for Exculpation of Officers | 80 | | Questions and Answers About the Annual Meeting | 82 | | Appendix A - Amended and Restated Cars.com Inc. Omnibus Incentive Compensation Plan | A-1 | | Appendix B - Amended and Restated Certificate of Incorporation of Cars.com Inc. | B-1 |
Election of Directors
Election of Directors The Board, acting upon the recommendation of the ESG Committee, has nominated the following 11 directors for re-election to the Board.
Election of Directors
| • Scott Forbes • Jerri DeVard • Jill Greenthal • Thomas Hale • Michael Kelly • Donald A. McGovern Jr. | • Greg Revelle • Jenell Ross • Bala Subramanian • Alex Vetter • Bryan Wiener |
Election of Directors
Stockholders elect our directors annually and the directors must receive a majority of the votes cast by stockholders. Stockholders elected each of the director nominees at the 2024 Annual Meeting. If elected, each director-nominee will hold office until the 2026 Annual Meeting and until his or her successor is elected and qualified. If any nominee should become unavailable for election, our Board may designate a substitute nominee, in which the Cars Commerce designated proxy will vote the shares represented by proxies at the Annual Meeting for such substitute nominee unless the stockholder has indicated an instruction to the contrary on the proxy card. We have no reason to believe that any of the director nominees will be unable or unwilling to serve if elected. The Board believes that the combination of the qualifications and experiences of the director nominees will contribute to an effective and well-functioning board and that the director nominees possess the relevant skills and capacity to provide effective oversight of the business and counsel to management to advance our long-term strategy and oversee the interests of our stockholders. We provide further information on the Board’s composition, as well as each nominee’s qualifications and relevant experience on the following pages.
Election of Directors
| VOTE | |
Election of Directors
The Board, upon recommendation of the ESG Committee, unanimously recommends that stockholders vote FOR the election of each of the nominees for director.
2025 Director Nominees
2025 Director Nominees
2025 Director Nominees
| Director since 2017 Independent COMMITTEES: Compensation, Chair ESG | Scott Forbes Age 67 | | | | Scott has three decades of board chair experience primarily focused on online marketplace brands. Scott has had significant board experience with companies in the online marketplace and digital commerce businesses. | | | | Background • Scott’s executive experience includes several senior leadership positions during his 15 years at Cendant Corporation and its predecessor HFS Inc., which were formerly leading providers of travel and real estate services operating in more than 100 countries. • Scott currently serves as Chairman of Auction Technology Group plc, an online marketplace serving buyers and sellers of arts, antiques as well as industrial and commercial merchandise. • Scott previously served as Chairman of Rightmove plc, the UK’s largest online real estate marketplace, from 2005 to 2019 and Ascential plc, a global specialist ecommerce and events business from 2016 through its sale to Informa plc in October 2024. • Scott holds a B.S. from Rutgers University. | | | | Other Public Company Board Experience: | | | | Current Auction Technology Group plc (2021 – Present) | Within past five years Ascential plc (2016 – 2024) |
2025 Director Nominees
| 22 | Cars.com Inc. | | 2025 Proxy Statement |
2025 Director Nominees
| Director since 2017 Independent COMMITTEES: Compensation ESG | Jerri DeVard Age 66 | | | | Jerri has more than 30 years of extensive marketing, e-Commerce, brand management and leadership experience at large global brands with in-depth knowledge of strategic, operational and financial aspects of integrated and online marketing along with expertise in brand management, customer engagement and e-Commerce. | | | | Background • Jerri served as Executive Vice President and Chief Customer Officer of Office Depot, Inc., an office supply retailing company, from 2018 to 2020. • Jerri previously served as Senior Vice President and Chief Marketing Officer at The ADT Corporation from 2014 to 2016. • Jerri also served as Executive Vice President and Chief Marketing Officer at Nokia Corporation from 2011 to 2012. • Jerri has held senior marketing roles at Verizon Communications Inc., Citibank N.A., Revlon Inc., Harrah’s Entertainment, the NFL’s Minnesota Vikings and The Pillsbury Company. • Jerri was also principal at DeVard Marketing Group, a firm specializing in digital and multicultural branding and marketing strategies. • Jerri is also the founder of the Black Executive CMO Alliance (“BECA”), an alliance designed to champion corporate diversity and build the next generation of C-suite marketing executives. • Jerri holds an M.B.A. from Atlanta University Graduate School of Business and B.A. from Spelman College. | | | | Other Public Company Board Experience: | | | | Current Dow Inc. (2022 – Present) Root, Inc. (2020 – Present) Under Armour, Inc. (2017 – Present) | Within past five years N/A |
2025 Director Nominees
| Cars.com Inc. | | 2025 Proxy Statement | 23 |
2025 Director Nominees
| Director since 2017 Independent COMMITTEES: ESG, Chair Audit | Jill Greenthal Age 68 | | | | Jill has more than 30 years of financial and investment banking experience in mergers and acquisitions, corporate finance, and highly structured transactions. | | | | Background • Jill was a Senior Managing Director and Senior Advisor at Blackstone in their advisory and private equity business from 2007 until her retirement in 2022. • Jill also held leadership positions in Investment Banking at Credit Suisse First Boston, Donaldson, Lufkin & Jenrette, and Lehman Brothers. • Jill holds an M.B.A. from Harvard Business School and B.A. from Simmons University. | | | | Other Public Company Board Experience: | | | | Current TaskUS, Inc. (2022 – Present) | Within past five years Akamai Technologies, Inc. (2007 – 2022) Houghton Mifflin Harcourt (2012 – 2022) Flex, Ltd. (2018 – 2020) |
2025 Director Nominees
| Director since 2017 Independent COMMITTEES: Audit ESG | Thomas Hale Age 56 | | | | Tom has extensive expertise with online marketplaces, subscription businesses, and product and technology operations, as well as financial expertise and significant management, leadership and operational experience gained through his leadership positions at multiple successful online companies. | | | | Background • Tom is the Chief Executive Officer of ŌURA Health Oy, a health technology company, known for the Oura Ring, a smart ring used to track sleep and physical activity. • From 2016 to 2022, Tom was President of Momentive, an agile experience management company, and the makers of GetFeedback and SurveyMonkey. • Tom also served as Chief Operating Officer of HomeAway, an internet marketplace for vacation rentals from 2010 to 2015. • Tom holds a B.A. from Harvard University. | | | | Other Public Company Board Experience: | | | | Current N/A | Within past five years N/A |
2025 Director Nominees
| 24 | Cars.com Inc. | | 2025 Proxy Statement |
2025 Director Nominees
| Director since 2018 Independent COMMITTEES: Audit Compensation | Michael Kelly Age 67 | | | | Mike brings 40 years of experience in advertising technology, digital transformation, and delivering quality content to consumers across all media platforms. | | | | Background • Mike is currently the Co-Founder of Kelly Newman Advisors, an advisory and investment firm which specializes in media, marketing, advertising and related technology, and has served as its Chief Executive Officer since its formation in September 2016. • Mike previously served as President and Chief Executive Officer of The Weather Channel Companies from 2009 to 2012. • Mike also previously served as President of AOL Media Networks, a division of Time Warner, Inc. from 2004 to 2007 and President of Global Marketing for Time Warner Inc. from 2002 to 2004. • Mike holds a B.A. from the University of Illinois at Urbana-Champaign. | | | | Other Public Company Board Experience: | | | | Current N/A | Within past five years N/A |
2025 Director Nominees
| Director since 2017 Independent COMMITTEES: Audit, Chair Compensation | Donald A. McGovern Jr. Age 74 | | | | Don brings wide-ranging operational, financial, accounting, audit, restructuring, divestiture, mergers and acquisitions and risk management experience gained through more than 45 years of financial and accounting experience. | | | | Background • In June 2013, Don retired from PricewaterhouseCoopers (“PwC”) following a 39-year career with the firm. • While at PwC, Don served as Vice Chairman and Global Assurance Leader and was responsible for risk management oversight for the Assurance Practice for all PwC territories. Prior to this role, he was lead director for PwC’s US Board of Partners, a member of the PwC Global Board of Partners and managing partner of PwC’s San Jose/Silicon Valley practice. • Don is a member of the American Institute of Certified Public Accountants and is currently licensed in California, Illinois and New York. • Don holds an M.B.A. from DePaul University and B.A. from Marquette University. | | | | Other Public Company Board Experience: | | | | Current N/A | Within past five years 180 Life Sciences (2020 – 2023) |
2025 Director Nominees
| Cars.com Inc. | | 2025 Proxy Statement | 25 |
2025 Director Nominees
| Director since 2017 Independent COMMITTEES: ESG Compensation | Greg Revelle Age 47 | | | | Greg brings senior leadership expertise in digital transformation, brand positioning, media, customer strategy and traffic generation, as well as sophisticated analytics capabilities and automotive marketing experience gained across industries. | | | | Background • Greg is the CEO and Founder of Revatek. • Greg previously served as the Chief Commercial Officer at Cap Hill Brands from 2022 to 2024. • Prior to joining Cap Hill Brands, Greg was the Chief Marketing Officer for Kohl’s from 2019 to 2022 and was responsible for the marketing organization and overall marketing strategy, including the company’s focus on driving customer engagement through analytics, enhancing the loyalty platform, accelerating customer traffic and continuing to build Kohl’s overall brand position. • Prior to joining Kohl’s, Greg was the Chief Marketing Officer at Best Buy from 2015 to 2017. • Greg also served as Chief Marketing Officer at AutoNation from 2012 to 2014; Vice President of worldwide online marketing at Expedia from 2009 to 2012; and as an investment banker at Credit Suisse from 2000 to 2003. • Greg holds an M.B.A from Harvard Business School and B.A. from Princeton University | | | | Other Public Company Board Experience: | | | | Current N/A | Within past five years N/A |
2025 Director Nominees
| Director since 2021 Independent COMMITTEES: Audit ESG | Jenell R. Ross Age 55 | | | | Jenell brings valuable insights to the Board through her years of leadership in the automotive industry and the many public, civic and charity boards on which she is involved, and her real-world experience as a successful dealer and owner-operator further enhances the perspectives of our Board. | | | | Background • Jenell is the President of the Bob Ross Auto Group in Centerville, Ohio, a position she has held since 2010. • Jenell holds a B.A. from Emory University • Jenell also completed the General Motors Dealer Management Development Program and National Automobile Dealers Association Dealer Candidate Academy. | | | | Other Public Company Board Experience: | | | | Current Hub Group, Inc. (2020 – Present) | Within past five years N/A |
2025 Director Nominees
| 26 | Cars.com Inc. | | 2025 Proxy Statement |
2025 Director Nominees
| Director since 2018 Independent COMMITTEES: Audit Compensation | Bala Subramanian Age 53 | | | | Bala brings more than 16 years of leadership and management experience in digital transformations and building out best-in-class consumer experiences in competitive environments. | | | | Background • Bala serves as Executive Vice President (EVP) and Chief Digital and Technology Officer at UPS and is responsible for leading the company’s digital transformation to enhance customer and employee experiences, build digital fluency and improve organizational agility. • Prior to joining UPS, Bala served as Chief Digital Officer at AT&T from 2018 to 2022 where he led the transformation of customer and employee experiences across all company touchpoints. • Bala also served as Chief Digital Officer at Best Buy from 2017 to 2018 and was part of the senior leadership team involved in the company’s digital transformation. • Earlier in his career, Bala served in technology leadership roles at T-Mobile U.S.A. Inc. and Ericsson. • Bala holds his M.B.A. from the Fuqua School of Business at Duke University, a M.S. from the University of Oklahoma, and a B.A. from the University of Madras | | | | Other Public Company Board Experience: | | | | Current N/A | Within past five years Ahold Delhaize (2021 – 2023) |
2025 Director Nominees
| Director since 2017 | Alex Vetter Age 54 | | | | Alex serves as the CEO of Cars Commerce. Alex is one of the founding members of Cars.com, and since becoming CEO in 2014, has taken Cars Commerce public and transformed the business model from an online listings and content provider to a technology platform powering innovative solutions and frictionless omni-channel experiences for the automotive industry. | | | | Background • Prior to serving as CEO, Alex served in several senior management roles for Cars Commerce spanning multiple functional areas. • From 2006 until 2014, Alex served as Senior Vice President and Chief Operating Officer at Cars.com Inc. • Prior to Cars Commerce, Alex served as Manager of Business Development of Classified Ventures from 1997 to 1998, and as Business Development Manager of Tribune Interactive/Tribune Media Services from 1996 to 1997. • Alex holds a B.A. from Providence College. | | | | Other Public Company Board Experience: | | | | Current N/A | Within past five years N/A |
2025 Director Nominees
| Cars.com Inc. | | 2025 Proxy Statement | 27 |
2025 Director Nominees
| Director since 2018 Independent COMMITTEES: Audit ESG | Bryan Wiener Age 54 | | | | Bryan is an entrepreneur and CEO who is experienced in successfully transforming and growing digital technology and advertising companies in highly disruptive environments. | | | | Background • Bryan is currently the CEO of Profitero, Inc. a leading global enterprise eCommerce SaaS analytics platform, where he has served since 2020. • Bryan previously served as CEO of Comscore, Inc., a global leader in cross-platform audience and advertising measurement from 2018 to 2019 and served as a member of the board of directors from 2017 to 2019. • Prior to joining Comscore Inc., Bryan co-founded and was co-CEO of Innovation Interactive, the parent company of award-winning digital agency 360i and search marketing SaaS provider, Ignition One. • Bryan also previously served as the Chairman of Expion, a social content and analytics software SaaS company from 2014 until the company was acquired in 2015. • Bryan previously held a series of senior management positions at public companies, including serving as president of Net2Phone Global Services, LLC, a subsidiary of Net2Phone, Inc., an early VoIP software company. • Prior to Net2Phone, Bryan served as general manager at theGlobe.com, one of the first-ever social media companies. • Bryan holds an M.B.A from the Stern School of Business at New York University and a B.A. from Syracuse University. | | | | Other Public Company Board Experience: | | | | Current N/A | Within past five years N/A |
2024 Director Compensation Table
2024 Director Compensation Table The following table shows the compensation earned, paid or awarded to our non-executive directors for their service on the Board during the fiscal year ending on December 31, 2024. Alex Vetter, our CEO, did not receive additional compensation for his service on the Board. Information on compensation paid to Alex in his role as CEO during the fiscal year ending December 31, 2024, is described in the Compensation Discussion and Analysis section and the Summary Compensation Tables of this Proxy Statement.
2024 Director Compensation Table
| Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Total ($) | | Scott Forbes(3) | 95,000 | 255,007 | 350,007 | | Jerri DeVard(3) | 75,000 | 180,017 | 255,017 | | Jill Greenthal | 105,000 | 180,017 | 285,017 | | Tom Hale(4) | 75,000 | 180,017 | 255,017 | | Mike Kelly(4) | 75,000 | 180,017 | 255,017 | | Don McGovern(3) | 95,000 | 180,017 | 275,017 | | Greg Revelle | 75,000 | 180,017 | 255,017 | | Jenell Ross(4) | 75,000 | 180,017 | 255,017 | | Bala Subramanian(4) | 75,000 | 180,017 | 255,017 | | Bryan Wiener(3) | 75,000 | 180,017 | 255,017 |
2024 Director Compensation Table
| (1) Reflects annual cash retainer of $75,000 and an additional annual cash retainer of $20,000, for service as a committee chair, if applicable, all paid quarterly and, with respect to Jill, includes an additional cash retainer of $10,000 for service as interim co-chair of the Audit Committee. |
2024 Director Compensation Table
| (2) Amounts disclosed represent the aggregate grant date fair value computed in accordance with FASB ASC Topic 718. On June 5, 2024, an annual equity award in the form of 8,726 RSUs was granted to each non-executive director based on a target grant date value equal to $180,000. Scott received an additional annual equity award of 3,635 RSUs based on a target grant date value equal to $75,000 for serving as the independent chair. Each of these RSUs will vest on the earlier of June 1, 2025, or the day preceding the 2025 Annual Meeting of Stockholders if that occurs before June 1, 2025, and these awards were the only unvested awards held by the non-executive directors as of December 31, 2024. |
2024 Director Compensation Table
| (3) Each of Scott, Don, Bryan and Jerri has elected to defer delivery of the underlying shares of stock once his/her RSUs vest until separation from service on the Board. |
2024 Director Compensation Table
| (4) Each of Bala, Mike, Jenell and Tom has elected to defer delivery of the underlying shares of stock once the RSUs vest until the earlier of the third anniversary of the grant date or separation from service on the Board. |
2024 Director Compensation Table
| Cars.com Inc. | | 2025 Proxy Statement | 29 |
2024 Director Compensation Table
This Compensation Discussion and Analysis (“CD&A”) provides an overview of our executive compensation program and the compensation decisions for our Executive Officers, who also constitute our Named Executive Officers (“NEOs”), for the fiscal year ended December 31, 2024. Our NEOs for 2024 were:
2024 Director Compensation Table
| Name | Position with Cars.com Inc. | | Alex Vetter | Chief Executive Officer | | Sonia Jain | Chief Financial Officer | | Doug Miller(1) | President and Chief Commercial Officer | | Angelique Strong Marks | Chief Legal Officer and Corporate Secretary | | Matthew Crawford | Chief Product and Innovation Officer |
2024 Director Compensation Table
| (1) On February 24, 2025, Doug Miller ceased service as President and Chief Commercial Officer of the Company. Lisa Gosselin was appointed as Chief Commercial Officer of the Company effective February 24, 2025. |
Our Compensation Philosophy
Our Compensation Philosophy Our executive compensation program is designed to align the interests of our NEOs with those of our stockholders. We believe that executive compensation should reflect our performance as a company, and our NEO’s performance as individuals. Accordingly, our executive compensation program is designed so that a substantial portion of our NEO’s target annual compensation is both variable in nature and “at-risk.” This means that our NEO’s annual compensation may vary from year to year based on our financial and operational results. As further described below, our executive compensation program consists of three primary components (1) fixed base salary; (2) variable annual cash incentive compensation linked to performance targets and (3) equity-based compensation consisting of a combination of restricted stock units (“RSUs”) and performance share units (“PSUs”). Each of these components was designed to attract and retain highly talented and experienced executives who are key to our success, while also incentivizing such individuals to achieve our short-term and long-term goals and objectives. We believe that our compensation program reflects a pay-for-performance philosophy, where our NEOs are rewarded for their contributions to Cars Commerce’s success. Our executive compensation philosophy is based on the following principles:
Our Compensation Philosophy
| • | Attract and retain highly skilled executives who bring the business acumen necessary to achieve our long-term business goals; |
Executive Compensation Best Practices
| What We Do Not Do or Allow in Our Compensation Programs | | | | No dividends or dividend equivalents on unearned or unvested share units | | | No hedging transactions or short sales involving Cars Commerce stock | | | No pledging of Cars Commerce stock as collateral or depositing or holding Cars Commerce stock in a margin account | | | No tax gross-ups on change-in-control payments | | | No single-trigger change-in-control payments | | | No executive perquisite programs |
Role of Compensation Consultants
Role of Compensation Consultants During 2024, the Compensation Committee engaged Korn Ferry as the Compensation Committee’s independent compensation consultant to provide an executive compensation program assessment, peer group analysis, incentive plan design review and related compensation advice. After considering the required factors relevant to evaluate independence, the Compensation Committee determined that Korn Ferry is an independent compensation consultant in accordance with applicable SEC and NYSE rules. Representatives of Korn Ferry participated in all meetings of the Compensation Committee in 2024. During 2024, Korn Ferry provided the following services as requested by the Committee:
Role of Compensation Consultants
| • | Assisted in the development of the compensation market data we used to understand market competitive compensation practices; |
Role of Compensation Consultants
| • | Reviewed and assessed our compensation practices and the cash and equity compensation levels of our executive officers, including our NEOs; |
Role of Compensation Consultants
| • | Reviewed and assessed our current compensation programs to determine any changes that may need to be implemented in order to remain competitive with the market; |
Role of Compensation Consultants
| • | Reviewed and assessed a broad range of compensation practices against peer companies to ensure alignment with market practices; and |
Role of Compensation Consultants
| • | Advised on regulatory developments relating to executive compensation. |
Role of Compensation Consultants
Working with Korn Ferry, the Compensation Committee considered multiple sources of data to evaluate the fairness of our compensation structures and whether they met our compensation objectives. We also considered how our compensation practices compare to market practices among relevant companies in terms of size, industry and geography. Among other factors considered and provided by Korn Ferry are the following, when available, regarding compensation for executives:
Role of Compensation Consultants
| 36 | Cars.com Inc. | | 2025 Proxy Statement |
Role of Compensation Consultants
| • | Data from base salary, bonus and equity compensation surveys that include companies of a similar size, based on metrics such as revenue, profitability measurements, growth and market capitalization; and |
Role of Compensation Consultants
| • | Compensation data for executive positions for comparable companies based upon current and prior proxy statements and other SEC filings of relevant companies, including direct industry competitors and non-industry companies with which we commonly compete for talent (including both regional and national competitors). |
Role of Compensation Consultants
As it does on at least an annual basis, in 2024 the Compensation Committee worked with Korn Ferry to review the composition of our peer group to determine if Cars Commerce’s compensation structure required any changes. The Compensation Committee evaluated the peer group based on a variety of factors including revenue size, market capitalization, industry, talent market, customer base, market presence and organizational structure. Based on the aforementioned factors, we conducted a thorough review and analysis of our previous peer group and the available data on our industry and market. As a result of this review, the Compensation Committee removed Ebix, Inc. as a peer group company and added TripAdvisor Inc. We believe that this change will help us to improve the comparability and relevance of our executive compensation practices and ensure that they are competitive and reasonable in comparison to our peers. We will continue to monitor and evaluate our peer group selection process to ensure that it remains effective in providing an appropriate benchmark for our executive compensation practices. In connection with the Compensation Committee’s approval of executive officer base salary, short-term incentives and equity compensation discussed below in the section titled “Principal Elements of Our Executive Compensation Practices,” data regarding compensation practices for comparable executive officer positions at the following peer companies were considered and used for the purpose of determining competitive compensation levels:
Role of Compensation Consultants
| 2024 Compensation Peer Group | | | | | ACV Auctions Inc. | Iridium Communications Inc. | Shutterstock Inc. | Upwork Inc. | | CarGurus Inc. | Magnite Inc. | TechTarget Inc. | Vivid Seats Inc. | | EverCommerce Inc. | Openlane Inc. | TripAdvisor Inc. | Yelp Inc. | | Gogo Inc. | QuinStreet Inc. | TrueCar Inc. | Ziff Davis Inc. |
Pay Mix, Awards, and Targets
In 2024, 89% of aggregate CEO target compensation was variable compensation. Of that variable amount, 13% was in the form of the STIP cash-based award and the remaining 87% was in the form of Long-Term Incentive Plan (LTIP) equity-based awards comprised of both time-based and performance-based equity grants with multi-year vesting periods. In 2024, 78% of aggregate NEO (other than CEO) target compensation was variable compensation. Of that variable amount, 23% was in the form of the STIP cash-based award and the remaining 77% was in the form of LTIP equity-based awards comprised of time-based and performance-based equity grants that have multi-year vesting periods.
Base Salary
| • | Competitive market conditions and market data; and |
Short Term Incentive Plan (STIP) Awards
Short Term Incentive Plan (STIP) Awards We offer our NEOs the opportunity to earn STIP awards based on achieved performance against Compensation Committee-approved single-year performance goals. The Compensation Committee, in its sole discretion with respect to the CEO and in collaboration with the CEO for all other NEOs, determines whether and to what extent Cars Commerce will pay STIP awards to each NEO. With respect to the 2024 STIP awards, the Compensation Committee approved a Company Performance Factor (“CPF”) of 93% which is based on internal targets that it previously established and approved. The Compensation Committee selected Revenue and Adjusted EBITDA targets to measure annual performance because they are and have been the metrics by which management has measured success and accountability, both internally and externally.
Overview of 2024 STIP Awards
Overview of 2024 STIP Awards In 2024, our NEOs participated in our STIP program. The Compensation Committee set each NEO’s 2024 target STIP award opportunity (expressed as a percentage of base salary) based on several factors, including Cars Commerce’s financial performance relative to targets set by the Compensation Committee, the NEO’s scope of duties and responsibilities, internal pay equity considerations and competitive market conditions and data. The cash payout for this program was equal to the product of the following Compensation Committee-approved performance factors: (i) the CPF, which is related to achieved performance against two equally-weighted performance metrics, Adjusted EBITDA and Revenue, multiplied by (ii) the Individual Performance Factor (“IPF”), which is related to each NEO’s performance for the prior fiscal year considering functional leadership, contributions to financial and operational performance, execution of key strategic initiatives, and talent management and development. Cars Commerce defines Adjusted EBITDA as net income (loss) before (1) interest expense, net, (2) income tax (benefit) expense, (3) depreciation, (4) amortization of intangible assets, (5) stock-based compensation expense, (6) unrealized mark-to-market adjustments and cash transactions related to derivative instruments, and (7) certain other items, such as transaction-related items, severance, transformation and other exit costs and write-off and impairments of goodwill, intangible assets and other long-lived assets. Based on achieved performance against the two financial metrics, the CPF may make a NEO eligible to earn between 0% and 200% of the NEO’s target STIP opportunity. In accordance with the STIP formula, the threshold payout for Adjusted
Overview of 2024 STIP Awards
| Cars.com Inc. | | 2025 Proxy Statement | 39 |
Overview of 2024 STIP Awards
EBITDA requires the attainment of at least 90% of target Adjusted EBITDA to yield 37.5% of the NEO’s target STIP opportunity, and the threshold payout for Revenue requires the attainment of at least 90% of target Revenue to yield 37.5% of the NEO’s target STIP opportunity. As described above and below, the amount earned under the financial metrics is subject to adjustment based on a NEO’s IPF.
Determination of 2024 STIP Awards
Determination of 2024 STIP Awards Using the Revenue and Adjusted EBITDA calculations described above, the table below shows target, threshold, and maximum goals for each financial metric, 2024 results achieved against these goals and the CPF payout calculation (expressed as a percentage of target STIP opportunity) for each financial metric.
Determination of 2024 STIP Awards
| Financial Metrics | Goal Weighting % | Threshold (Payout %) $ | Target $ | Maximum $ | 2024 Results $ | Performance Payout % | | | | 75% | 100% | 200% | | | | Revenue ($ in millions) | 50% | 666.9 | 741.0 | 852.2 | 719.2 | 47% | | Adjusted EBITDA ($ in millions) | 50% | 194.8 | 216.5 | 249.0 | 209.7 | 46% | | Company Performance Factor | | | | | | 93% |
Determination of 2024 STIP Awards
Based on the approved formula as described above, management recommended, and the Compensation Committee adopted, a CPF of 93%. In general, based on a NEO’s individual performance, the CEO recommends to the Compensation Committee (other than for himself) the NEO’s IPF, which may range between 0% to 150%. The Compensation Committee determined the CEO’s IPF to be 100%. The Compensation Committee also determined, based on the CEO’s recommendation, that Sonia and Angelique’s IPF to be 100%, Matthew’s IPF to be 90% and Doug’s IPF to be 75%. Based on such payout percentages, the Compensation Committee approved the following 2024 STIP awards for each NEO:
Determination of 2024 STIP Awards
| Name | 2024 Annual STIP Target (as a % of Salary Earned) | 2024 Annual STIP Target $ | 2024 CPF % | 2024 IPF % | 2024 STIP Award Earned $ | | Alex Vetter | 110% | 825,000 | 93% | 100% | 767,250 | | Sonia Jain | 110% | 605,000 | 93% | 100% | 562,650 | | Doug Miller | 110% | 550,000 | 93% | 75% | 383,625 | | Angelique Strong Marks | 50% | 208,688 | 93% | 100% | 194,079 | | Matthew Crawford | 50% | 182,297 | 93% | 90% | 152,583 |
Long-Term Incentive Plan (LTIP) – Equity Awards
Long-Term Incentive Plan (LTIP) – Equity Awards We designed our LTIP awards to drive achievement of long-term operational and financial goals and increase stockholder value, as well as to attract and retain key talent. Cars Commerce has a pay-for-performance culture and includes performance conditions in a portion of equity grants to certain executive leaders. In 2024, the Compensation Committee approved targets for multi-year performance period for performance-based Restricted Stock Units (“PSUs”) comprising 62.5% of the equity grant allocation to Alex (including his one-time PSU award described below) 50% of the equity grant
Long-Term Incentive Plan (LTIP) – Equity Awards
| 40 | Cars.com Inc. | | 2025 Proxy Statement |
Long-Term Incentive Plan (LTIP) – Equity Awards
allocation to Sonia and Doug, and 30% of the equity grant allocation to Matthew. The Board believes Revenue and Adjusted EBITDA compound annual growth rates (“CAGR”) over a three-year period are the most appropriate metrics for the 2024 annual award and most correlated with Cars Commerce’s success and the sustainable growth in stockholder value. Target long-term incentive awards are based on a percentage of base salary or a fixed dollar amount. In 2024, the Compensation Committee set each NEO’s LTIP target value based on the NEO’s role and responsibilities, internal equity considerations, competitive market conditions and data and target direct compensation. Our NEOs’ LTIP target values were as follows:
Long-Term Incentive Plan (LTIP) – Equity Awards
| Name | 2024 Annual LTIP Target Value ($) | | Alex Vetter | $6,000,000(1) | | Sonia Jain | $2,037,500 | | Doug Miller | $1,500,000 | | Angelique Strong Marks | $850,500 | | Matthew Crawford | $750,000 |
Long-Term Incentive Plan (LTIP) – Equity Awards
| (1) Excludes the value of a one-time PSU award with a target value of $2,000,000, as discussed further below. |
Long-Term Incentive Plan (LTIP) – Equity Awards
The Compensation Committee generally makes LTIP equity grants annually at its March meeting following issuance of Cars Commerce Annual Report on Form 10-K.
Alex Vetter Additional PSU Award
Alex Vetter Additional PSU Award In addition to the annual LTIP award granted as a percentage of base annual salary, the Compensation Committee granted Alex a further one-time PSU award to potentially move his target aggregate compensation to Peer Group median over a three-year period. Accordingly, a PSU award vesting over a three-year period with a target value of $2,000,000 was granted effective May 13, 2024. The Compensation Committee believes that if realized, overall compensation is aligned over the three-year vesting period and also provides incentive as well as retention benefits. The Compensation Committee, with support from its independent compensation consultant Korn Ferry, determined it appropriate to issue the award in the form of PSUs. The PSUs have a two-year performance period ending on December 31, 2025 and are subject to the achievement of a performance target based on a cumulative adjusted net income per (diluted) share of $2.71. Performance at or above the target will result in a payout percentage of 100% of the PSUs while performance below the target will result in a payout percentage of 0%. If the performance goal is met, 50% of the PSUs shall vest on March 1, 2026, and the remaining 50% shall vest on March 1, 2027, provided Alex remains employed by Cars Commerce through each such date. Cars Commerce defines Adjusted Net Income as GAAP net income (loss) excluding, net of their related tax effects: (1) amortization of intangible assets, (2) stock-based compensation expense, (3) unrealized mark-to-market adjustments and cash transactions related to derivative instruments, (4) unrealized foreign currency exchange gains and losses, and (5) certain other items, such as transaction-related costs, severance, transformation and other exit costs and write-off and impairments of goodwill, intangible assets and other long-lived assets.
2024 Equity Pay Mix
| • | CEO equity pay mix: 62.5% PSUs and 37.5% Restricted Stock Units (“RSUs”) (including the one-time PSU award discussed above) |
2024 Equity Pay Mix
| • | CFO and CCO equity pay mix: 50% PSUs and 50% RSUs |
2024 Equity Pay Mix
| • | Chief Product and Innovation Officer equity pay mix: 30% PSUs and 70% RSUs |
2024 Equity Pay Mix
| • | CLO equity pay mix: 100% RSUs |
2024 Annual Performance Share Units (PSUs)
2024 Annual Performance Share Units (PSUs) In 2024, the Compensation Committee awarded the CEO, CFO, CCO and Chief Product and Innovation Officer equity grants in the form of PSUs. The PSUs are based on a three-year performance period consisting of fiscal years 2024, 2025, and 2026, measuring performance against pre-established Revenue and Adjusted EBITDA growth targets and will include threshold and maximum payouts as indicated in the chart below.
2024 Annual Performance Share Units (PSUs)
| | | Performance Achievement % | | | | Financial Metrics (in Millions) | Goal Weighting % | Threshold % | Target % | Maximum % | | Three-Year Average Growth – Revenue | 50% | 25% | 100% | 200% | | Three-Year Compound Annual Growth Rate – Adjusted EBITDA | 50% | 25% | 100% | 200% | | 2024 – 2026 LTIP Payout | | 25% | 100% | 200% |
2024 Annual Performance Share Units (PSUs)
| Name | Number of Securities Underlying PSUs Granted in 2024 (at Target) | | Alex Vetter(1) | 177,096 | | Sonia Jain | 60,139 | | Doug Miller | 44,274 | | Matthew Crawford(2) | 12,585 |
2024 Annual Performance Share Units (PSUs)
| (1) Alex received 177,096 PSUs as part of his annual LTIP Award. This excludes the 112,297 PSUs granted as a one-time PSU award as discussed above. |
2024 Annual Performance Share Units (PSUs)
| (2) The Compensation Committee awarded Matthew a PSU award equal to $224,139 as a result of his promotion to Chief Product and Innovation Officer. The PSUs are based on the three-year performance period and performance metrics established for the other NEOs, consisting of fiscal years 2024, 2025, and 2026, measuring performance against pre-established Revenue and Adjusted EBITDA growth targets |
2024 Restricted Stock Units (RSUs)
2024 Restricted Stock Units (RSUs) We determined the number of RSUs granted by dividing the approved value of each RSU grant by the closing share price of a share of Cars Commerce common stock on the date of grant. The 2024 RSUs vest in equal annual installments over a three-year period. Generally, a NEO must be employed through each vesting date to avoid forfeiting any unvested RSUs except as provided by Cars Commerce severance plans. RSUs that vest on each vesting date are settled in shares of common stock, less shares that Cars Commerce may withhold for payment of taxes. The following table shows the number of RSUs granted to our NEOs in 2024.
2024 Restricted Stock Units (RSUs)
| Name | Number of Securities Underlying RSUs Granted in 2024 | | Alex Vetter | 177,096 | | Sonia Jain | 60,139 | | Doug Miller | 44,274 | | Angelique Strong Marks | 50,207 | | Matthew Crawford | 30,994 |
2024 Restricted Stock Units (RSUs)
| 42 | Cars.com Inc. | | 2025 Proxy Statement |
Fiscal 2022 PSU Awards
Fiscal 2022 PSU Awards For the PSUs granted to Alex, Sonia and Doug on March 16, 2022, the Compensation Committee established a three-year performance period from January 1, 2022 to December 31, 2024 (the “Performance Period”). Based on Cars Commerce’s performance during the Performance Period, between 0% and 200% of the target number of PSUs could have been earned. The performance goals for purposes of determining the number of PSUs earned were based 50% on Cars Commerce’s achievement of annual revenue growth rate over three years and 50% on Cars Commerce’s achievement of three-year EBITDA CAGR over the Performance Period, with ultimate performance interpolated on a linear basis as described below:
Fiscal 2022 PSU Awards
| Annual Revenue Growth | | | | Three Year Adjusted EBITDA CAGR | | | 2022 Revenue Growth | 2023 Revenue Growth | 2024 Revenue Growth | Payout % | Growth Rate | Payout % | | ≤6% | ≤7% | ≤8% | 0% | ≤7% | 0% | | 6% | 7% | 8% | 50% | 7% | 50% | | 8% | 10% | 12% | 100% | 10% | 100% | | 10% | 13% | 16% | 200% | 13% | 200% | | ≥10% | ≥13% | ≥16% | 200% | ≥13% | 200% |
Fiscal 2022 PSU Awards
Revenue growth performance is measured annually against targets, and at the end of the Performance Period, the actual payout is determined based on the average attainment and corresponding payout level. Achievement of the three-year adjusted EBITDA CAGR is measured against targets and payout determined at the end of the Performance Period. During the Performance Period, revenue for 2024 totaled $719.2 million, an increase of $30.0 million, or up 4%, compared to the prior year period, revenue for 2023 totaled $689.2 million, an increase of $35.3 million, or up 5%, compared to the prior year period, and revenue for 2022 totaled $653.9 million, an increase of $30.2 million, or up 5%, compared to the prior year period. During the Performance Period, Cars Commerce achieved an Adjusted EBITDA CAGR of 3.95%. As a result of Cars Commerce’s performance during the Performance Period not meeting the threshold performance levels, the PSUs vested at 0.00% of target and no amounts were earned under the Fiscal 2022 PSU Awards.
Employment Arrangements
Employment Arrangements In general, except for offer letters provided to all Cars Commerce employees, Cars Commerce does not enter into employment agreements with its employees. In certain instances, to attract and retain executives or key employees, Cars Commerce may provide sign-on bonuses (typically reflected in the offer letter) or award bonuses in recognition of interim service beyond the executive’s normal role. To minimize the need for unique employment agreements and to establish compensation programs that are market competitive, we have also adopted a Change-in-Control Severance Plan, and an Executive Severance Plan as described in the section “Named Executive Officer Compensation – Potential Payments Upon Termination or Change in Control” below.
Equity Award Grant Practices
Equity Award Grant Practices The Compensation Committee generally approves annual equity awards for eligible employees, including each of the NEOs, at its March meeting following the release of our annual earnings results. From time to time, the Compensation Committee may grant equity awards to key employees at other times in connection with hiring, promotion, recruitment and retention efforts. Additionally, employees may enroll to purchase shares of Cars Commerce’s common stock under the terms of the Cars.com Inc. Employee Stock Purchase Plan (the “Employee Stock Purchase Plan”). During 2024, Cars Commerce did not grant stock options to any NEO during any period beginning four business days before and ending one business day after the filing of any Cars Commerce periodic report on Form 10-Q or Form 10-K, or the filing or furnishing of any Form 8-K that disclosed any material nonpublic information (“MNPI”). The Compensation Committee does not grant equity awards in anticipation of the release of MNPI and Cars Commerce does not time the release of MNPI based upon grant dates of equity.
Equity Award Grant Practices
| Compensation Committee Report | | The Compensation Committee of the Board of Directors has reviewed the Compensation Discussion and Analysis and discussed it with Cars Commerce management. Based on the Compensation Committee’s review and discussions, the Compensation Committee recommended that the Board of Directors include the Compensation Discussion and Analysis in Cars Commerce’s Proxy Statement and Annual Report on Form 10-K for the year ended December 31, 2024. | | The Compensation Committee Report does not constitute soliciting material and is not considered filed or incorporated by reference by any general statement incorporating by reference this Proxy Statement or future filings into any filing under the Securities Act of 1933 or under the Exchange Act. | | Compensation Committee of the Board of Directors | | Scott Forbes, Chairman Jerri DeVard Michael Kelly Donald A. McGovern, Jr. Greg Revelle Bala Subramanian |
Equity Award Grant Practices
| Cars.com Inc. | | 2025 Proxy Statement | 45 |
2024 SUMMARY COMPENSATION TABLE
2024 SUMMARY COMPENSATION TABLE The following Summary Compensation Table contains compensation information for fiscal years 2024, 2023, and 2022 (as applicable) for our NEOs: (i) Alex Vetter, who served as CEO; (ii) Sonia Jain who served as Chief Financial Officer and (iii) Doug Miller, Angelique Strong Marks and Matthew Crawford, our other executive officers serving as of December 31, 2024.
2024 SUMMARY COMPENSATION TABLE
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Option Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total Compensation ($) | | Alex Vetter Chief Executive Officer | 2024 | 750,000 | — | 8,000,022 | — | 767,250 | 13,800 | 9,531,072 | | | 2023 | 750,000 | — | 5,500,024 | — | 889,350 | 43,848 | 7,183,222 | | | 2022 | 737,500 | — | 2,500,008 | 2,470,499 | 649,000 | 12,200 | 6,369,207 | | Sonia Jain Chief Financial Officer | 2024 | 550,000 | — | 2,037,509 | — | 562,650 | 13,800 | 3,163,959 | | | 2023 | 550,000 | — | 1,787,522 | — | 652,190 | 7,333 | 2,997,045 | | | 2022 | 261,100 | — | 2,977,445 | — | 237,026 | 2,336 | 3,477,907 | | Doug Miller Former President and Chief Commercial Officer | 2024 | 500,000 | — | 1,500,003 | — | 383,625 | 13,800 | 2,397,428 | | | 2023 | 500,000 | — | 1,500,022 | — | 592,900 | 13,200 | 2,606,122 | | | 2022 | 500,000 | — | 1,500,008 | — | 440,000 | 12,200 | 2,452,208 | | Angelique Strong Marks Chief Legal Officer and Corporate Secretary | 2024 | 417,375 | — | 850,507 | — | 194,079 | 11,669 | 1,473,630 | | | 2023 | 389,063 | 40,000(5) | 689,072 | — | 209,705 | 13,200 | 1,341,040 | | | 2022 | 280,048 | — | 656,256 | — | 112,019 | 10,000 | 1,058,323 | | Matthew Crawford(6) Chief Product and Innovation Officer | 2024 | 364,594 | — | 749,177 | — | 152,583 | 13,800 | 1,280,154 |
2024 SUMMARY COMPENSATION TABLE
| (1) Amounts disclosed in this column represent grants of RSUs and PSUs made under our Omnibus Incentive Compensation Plan. With respect to each RSU and PSU grant, the amounts disclosed reflect the grant date fair value computed in accordance with FASB ASC Topic 718 and not amounts actually paid to, or realized by, the NEOs. The value of the PSUs included in the table above is based on probable outcome as of the grant date. Assuming maximum performance, the grant date value of the PSUs would be as follows: Alex - $8,000,022, Sonia - $2,037,509, Doug - $1,500,003 and Matthew $448,278. For additional information, including assumptions used in calculating these amounts, see Note 12 to Cars Commerce’s audited consolidated financial statements for the year ended December 31, 2024, included in Cars Commerce’s Annual Report on Form 10-K for the year ended December 31, 2024. For additional information on the RSU and PSU grants made in 2024, see the “Grants of Plan-Based Awards in 2024” table below. |
2024 SUMMARY COMPENSATION TABLE
| (2) Amounts disclosed in this column reflect Non-qualified Stock Options granted under our Omnibus Incentive Compensation Plan. With respect to each Option grant, the amounts disclosed reflect the grant date fair value computed in accordance with FASB ASC Topic 718 and not the amounts actually paid to or realized by the CEO. For additional information, including assumptions used in calculating these amounts, see Note 12 to Cars Commerce’s audited financial statements for the year ended December 31, 2024, included in Cars Commerce’s Annual Report on Form 10-K for the year ended December 31, 2024. |
2024 SUMMARY COMPENSATION TABLE
| (3) Amounts disclosed in this column for 2024 reflect cash amounts earned under our STIP. For additional information, see the section entitled “Compensation Discussion and Analysis— Elements of our Executive Compensation Practices.” |
2024 SUMMARY COMPENSATION TABLE
| (4) Amounts disclosed in this column include Cars Commerce’s 401(k) matching contributions. |
2024 SUMMARY COMPENSATION TABLE
| (5) In 2023, Angelique received a one-time bonus of $40,000 in recognition of her contributions to Cars Commerce’s achievement of International Organization for Standardization (“ISO”) 27001 certification. |
2024 SUMMARY COMPENSATION TABLE
| (6) Matthew was appointed as Chief Product and Innovation Officer on May 7, 2024. |
2024 SUMMARY COMPENSATION TABLE
| 46 | Cars.com Inc. | | 2025 Proxy Statement |
GRANTS OF PLAN-BASED AWARDS IN 2024
GRANTS OF PLAN-BASED AWARDS IN 2024 The following table sets forth information regarding grants of awards made to our NEOs during 2024.
GRANTS OF PLAN-BASED AWARDS IN 2024
| Name/ Award Type | Grant Date | Estimated Possible Payouts under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/sh) | Grant Date Fair Value of Stock and Option Awards ($) | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Alex Vetter | | | | | | | | | | | | | STIP Bonus | | 309,375 | 825,000 | 1,650,000 | — | — | — | — | — | — | — | | PSU | 3/14/2024 | — | — | — | 44,274 | 177,096 | 354,192 | — | — | — | 3,000,006 | | RSU | 3/14/2024 | — | — | — | — | — | — | 177,096 | — | — | 3,000,006 | | PSU(1) | 5/13/2024 | — | — | — | — | 112,297 | — | — | — | — | 2,000,010 | | Sonia Jain | | | | | | | | | | | | | STIP Bonus | | 226,875 | 605,000 | 1,210,000 | — | — | — | — | — | — | — | | PSU | 3/14/2024 | — | — | — | 15,035 | 60,139 | 120,278 | — | — | — | 1,018,755 | | RSU | 3/14/2024 | — | — | — | — | — | — | 60,139 | — | — | 1,018,755 | | Doug Miller | | | | | | | | | | | | | STIP Bonus | | 206,250 | 550,000 | 1,100,000 | — | — | — | — | — | — | — | | PSU | 3/14/2024 | — | — | — | 11,069 | 44,274 | 88,548 | — | — | — | 750,002 | | RSU | 3/14/2024 | — | — | — | — | — | — | 44,274 | — | — | 750,002 | | A. Strong Marks | | | | | | | | | | | | | STIP Bonus | | 78,258 | 208,688 | 417,375 | — | — | — | — | — | — | — | | RSU | 3/14/2024 | — | — | — | — | — | — | 50,207 | — | — | 850,507 | | Matthew Crawford | | | | | | | | | | | | | STIP Bonus | | 68,361 | 182,297 | 364,594 | | | | | | | | | RSU | 3/14/2024 | — | — | — | — | — | — | 30,994 | — | — | 525,038 | | PSU(2) | 5/13/2024 | — | — | — | 3,146 | 12,585 | 25,170 | — | — | — | 224,139 |
GRANTS OF PLAN-BASED AWARDS IN 2024
| (1) On April 26, 2024, the Compensation Committee approved the PSUs award with a grant date of May 13, 2024. |
GRANTS OF PLAN-BASED AWARDS IN 2024
| (2) On May 7, 2024, the Compensation Committee approved the PSU award with a grant date of May 13, 2024. |
GRANTS OF PLAN-BASED AWARDS IN 2024
| Cars.com Inc. | | 2025 Proxy Statement | 47 |
OUTSTANDING EQUITY AWARDS AT 2024 YEAR-END
OUTSTANDING EQUITY AWARDS AT 2024 YEAR-END The following table lists all outstanding equity awards held by our NEOs as of December 31, 2024.
OUTSTANDING EQUITY AWARDS AT 2024 YEAR-END
| Name/ Grant Date | Option Awards | | | | | Stock Awards | | | | | | Number of Securities Underlying Unexercised Options (#) | | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units That Have Not Vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1) | | | Exercisable | Unexercisable | | | | | | | | | Alex Vetter | | | | | | | | | | | 3/16/2022(2) | — | 263,119 | — | 15.07 | 3/16/2032 | — | — | — | — | | 3/16/2022(3) | — | — | — | — | — | — | — | 165,893 | 2,874,926 | | 3/15/2023(6) | — | — | — | — | — | 111,314 | 1,929,072 | — | — | | 3/15/2023(7) | — | — | — | — | — | — | — | 166,971 | 2,893,607 | | 3/14/2024(9) | — | — | — | — | — | 177,096 | 3,069,074 | — | — | | 3/14/2024(10) | — | — | — | — | — | — | — | 177,096 | 3,069,074 | | 5/13/2024(11) | — | — | — | — | — | — | — | 112,297 | 1,946,107 | | Sonia Jain | | | | | | | | | | | 10/17/2022(5) | — | — | — | — | — | 68,203 | 1,181,958 | — | — | | 10/17/2022(3) | — | — | — | — | — | — | — | 29,650 | 513,835 | | 3/15/2023(6) | — | — | — | — | — | 36,177 | 626,947 | — | — | | 3/15/2023(7) | — | — | — | — | — | — | — | 54,266 | 940,430 | | 3/14/2024(9) | — | — | — | — | — | 60,139 | 1,042,209 | | | | 3/14/2024(10) | — | — | — | — | — | — | — | 60,139 | 1,042,209 | | Doug Miller | | | | | | | | | | | 3/16/2022(4) | — | — | — | — | — | 16,589 | 287,487 | — | — | | 3/16/2022(3) | — | — | — | — | — | — | — | 49,768 | 862,479 | | 3/15/2023(6) | — | — | — | — | — | 30,358 | 526,104 | — | — | | 3/15/2023(7) | — | — | — | — | — | — | — | 45,538 | 789,174 | | 3/14/2024(9) | — | — | — | — | — | 44,274 | 767,268 | — | — | | 3/14/2024(10) | — | — | — | — | — | — | — | 44,274 | 767,268 | | Angelique Strong Marks | | | | | | | | | | | 5/13/2022(8) | — | — | — | — | — | 22,208 | 384,865 | — | — | | 3/15/2023(6) | — | — | — | — | — | 27,892 | 483,368 | — | — | | 3/14/2024(9) | — | — | — | — | — | 50,207 | 870,082 | — | — | | Matthew Crawford | | | | | | | | | | | 3/16/2022(4) | — | — | — | — | — | 10,783 | 186,869 | — | — | | 3/15/2023(6) | — | — | — | — | — | 21,252 | 368,297 | — | — | | 3/14/2024(9) | — | — | — | — | — | 30,994 | 537,126 | — | — | | 5/13/2024(10) | — | — | — | — | — | — | — | 12,585 | 218,098 |
OUTSTANDING EQUITY AWARDS AT 2024 YEAR-END
| (1) Reflects the market value of outstanding RSUs and PSUs based on the price per share of common stock of $17.33, the closing market price on December 31, 2024. These amounts do not correspond to the actual value that may be realized by the NEOs. Receipt of any of the value of vesting equity is contingent upon the NEO's continued employment with Cars Commerce through each applicable vesting date. |
OUTSTANDING EQUITY AWARDS AT 2024 YEAR-END
| (2) 100% of these stock options vested on March 1, 2025. |
OUTSTANDING EQUITY AWARDS AT 2024 YEAR-END
| (3) 100% of these PSUs vested on March 16, 2025, subject to attainment of specific performance objectives established for fiscal years 2022 - 2024. The PSU value is set forth at target. |
OUTSTANDING EQUITY AWARDS AT 2024 YEAR-END
| 48 | Cars.com Inc. | | 2025 Proxy Statement |
OUTSTANDING EQUITY AWARDS AT 2024 YEAR-END
| (4) 100% of these RSUs vested on March 1, 2025. |
OUTSTANDING EQUITY AWARDS AT 2024 YEAR-END
| (5) These RSUs will vest on October 1, 2025. |
OUTSTANDING EQUITY AWARDS AT 2024 YEAR-END
| (6) On March 1, 2025, the following RSUs vested: 55,657 for Alex, 18,088 for Sonia, 13,946 for Angelique, 15,179 for Doug, and 10,626 for Matthew. The remaining RSUs will vest in full on March 1, 2026. |
OUTSTANDING EQUITY AWARDS AT 2024 YEAR-END
| (7) 100% of these PSUs will vest on March 1, 2026, subject to attainment of specific performance objectives established for fiscal years 2023-2025. The PSU value is set forth at target. |
OUTSTANDING EQUITY AWARDS AT 2024 YEAR-END
| (8) These RSUs will vest on May 1, 2025. |
OUTSTANDING EQUITY AWARDS AT 2024 YEAR-END
| (9) On March 1, 2025, the following RSUs vested: 59,032 for Alex, 20,046 for Sonia, 16,736 for Angelique, 14,758 for Doug, and 10,331 for Matthew. The remaining RSUs will vest in equal installments on March 1, 2026 and March 1, 2027. |
OUTSTANDING EQUITY AWARDS AT 2024 YEAR-END
| (10) 100% of these PSUs will vest on March 1, 2027, subject to attainment of specific performance objectives established for fiscal years 2024-2026. The PSU value is set forth at target. |
OUTSTANDING EQUITY AWARDS AT 2024 YEAR-END
| (11) 50% of these PSUs will vest on March 1, 2026, and 50% will vest on March 1, 2027, subject to attainment of specific performance objectives established for fiscal years 2024-2025. The PSU value is set forth at target. |
OPTION EXERCISES AND STOCK VESTED IN 2024
OPTION EXERCISES AND STOCK VESTED IN 2024 The following table sets forth the number of shares of common stock acquired during 2024 by our NEOs upon the vesting of RSUs and the value realized upon such vesting. No stock options were exercised during 2024.
OPTION EXERCISES AND STOCK VESTED IN 2024
| Name | Number of Shares Acquired on Vesting (#)(1) | Value Realized On Vesting ($)(2) | | Alex Vetter | 110,590 | 2,056,974 | | Sonia Jain | 86,292 | 1,468,625 | | Doug Miller | 56,489 | 1,050,695 | | Angelique Strong Marks | 36,154 | 627,826 | | Matthew Crawford | 21,410 | 398,226 |
OPTION EXERCISES AND STOCK VESTED IN 2024
| (1) Reflects the aggregate number of shares of common stock underlying the RSUs that vested in 2024. |
OPTION EXERCISES AND STOCK VESTED IN 2024
| (2) Calculated by multiplying (i) the fair market value of common stock on the vesting date, which was determined using the closing price on the NYSE of a share of common stock on the date of vesting or, if such day is a holiday, on the immediately preceding trading day by (ii) the number of shares of common stock acquired upon vesting. Shares of stock were withheld to pay taxes due in connection with the vesting. Of the amount shown, Alex received net shares valued at $1,293,574, Sonia received net shares valued at $772,006, Angelique received net shares valued at $344,091, Doug received net shares valued at $601,412, and Matthew received net shares valued at $295,628. |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
CEO Pay Ratio Disclosure
CEO Pay Ratio Disclosure Cars Commerce strives to establish fair and competitive compensation programs to effectively attract, retain, and motivate our talented workforce. Presented below is the ratio of the total annual compensation of our CEO, Alex Vetter, to the annual total compensation of our median employee (other than the CEO). As of December 31, 2024, our employee population consisted of 1,761 full-time, part-time, seasonal and temporary US and Canadian-based employees. This number excludes the CEO. We identified the “median employee” based on the “annual total compensation” of each employee who was part of our employee population on December 31, 2024. Each employee’s annual total compensation was calculated by totaling the following compensation components: (i) cash compensation paid in 2024, which included regular pay (wages and salary), all overtime, bonus payments and commissions, and (ii) the grant date fair value of each equity award granted in 2024. The foregoing calculation excluded any cash or equity-based sign-on bonus paid or granted to an employee during 2024. We annualized the compensation for any full or part-time employee in the population who had worked less than a year as of December 31, 2024. The annual total compensation of our CEO was $9,531,072 as presented in the 2024 Summary Compensation Table. For 2024, the annual total compensation of our median employee was $107,630, which was calculated in the same manner that the total compensation of our NEOs was calculated and reported in the Summary Compensation Table. Based on this information, the ratio of our CEO’s total compensation to our median employee’s total compensation for fiscal 2024 was 88.6 to 1. The pay ratio reported above is a reasonable estimate calculated in a manner consistent with SEC rules based on our internal records and the methodology described above. The SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s total annual compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. Therefore, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates, and assumptions in calculating their own pay ratios.
CEO Pay Ratio Disclosure
| 54 | Cars.com Inc. | | 2025 Proxy Statement |
CEO Pay Ratio Disclosure
As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, the table below summarizes the relationship between executive compensation actually paid to the Principal Executive Officer (“PEO”) and the Non-PEO Named Executive Officers (“Non-PEO NEOs”) and certain financial performance measures for fiscal years 2020, 2021, 2022, 2023 and 2024. For additional information about our performance-based pay philosophy and how we align executive compensation with Cars Commerce performance, refer to the Compensation Discussion and Analysis section. The financial performance measures used are Cars Commerce’s total stockholder return (“TSR”), the peer group TSR, and Cars Commerce’s Net Income, each of which are required financial performance measures under SEC rules. The SEC rules also require that Cars Commerce select its most important other financial performance measure(s) used to link the compensation actually paid to these officers to Cars Commerce’s performance, which are Revenue and Adjusted EBITDA, as reflected in the table below.
CEO Pay Ratio Disclosure
| | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | | Year | Summary Compensation Table Total for PEO(1) ($) | Compensation Actually Paid to PEO(1) ($) | Average Summary Compensation Table Total for Non-PEO NEOs(2) ($) | Average Compensation Actually Paid to Non-PEO NEOs(2) ($) | Total Stockholder Return ($) | Peer Group Total Stockholder Return ($) | Net Income (in millions) | Company Selected Measure: Revenue (in millions) | Supplemental Measure: Adjusted EBITDA (in millions) | | (a) | (b) | (c)(3) | (d) | (e)(3) | (f)(4) | (g)(5) | (h) | (i) | (j)(6) | | 2024 | 9,531,072 | 2,060,308 | 2,078,793 | 689,600 | 141.82 | 158.48 | 48.2 | 719.2 | 209.7 | | 2023 | 7,183,222 | 6,335,320 | 2,314,736 | 837,391 | 155.24 | 118.93 | 118.4 | 689.2 | 194.9 | | 2022 | 6,369,207 | (2,374,194) | 1,772,123 | 476,515 | 112.68 | 81.50 | 17.2 | 653.9 | 186.7 | | 2021 | 6,985,255 | 9,155,724 | 2,034,898 | 3,000,169 | 131.67 | 134.41 | 10.8 | 623.7 | 189.2 | | 2020 | 5,223,351 | 9,338,873 | 1,185,224 | 1,124,251 | 92.47 | 137.32 | (789.1) | 547.5 | 155.9 |
CEO Pay Ratio Disclosure
| (1) Alex Vetter served as our principal executive officer (“PEO”) for the full year for each of 2024, 2023, 2022, 2021 and 2020. |
CEO Pay Ratio Disclosure
| (2) For 2024, our non-PEO named executive officers (“NEOs) included Sonia Jain, Doug Miller, Angelique Strong Marks and Matthew Crawford. For 2023, our Non-PEO NEOs included Sonia Jain, Doug Miller and Angelique Strong Marks. For 2022, our Non-PEO NEOs included Sonia Jain, Jandy Tomy, Doug Miller, Angelique Strong Marks and Jim Rogers. For 2021, our Non-PEO NEOs included Sonia Jain, Doug Miller and Jim Rogers. For 2020, our Non-PEO NEOs included Sonia Jain, Jandy Tomy, Becky Sheehan, Doug Miller and Jim Rogers. |
CEO Pay Ratio Disclosure
| (3) Compensation Actually Paid (“CAP”) has been calculated based on the requirements and methodology set forth in the applicable SEC rules (Item 402(v) of Regulation S-K). The CAP calculation includes the end-of-year value of awards granted within the fiscal year, the change in fair value from prior year end of vested awards and the change in the fair value of unvested awards granted in prior years, regardless of if, when or at which intrinsic value they will actually vest. To calculate CAP the following amounts were deducted from and added to the total compensation number shown in the Summary Compensation Table (“SCT”) for 2024: |
CEO Pay Ratio Disclosure
| Cars.com Inc. | | 2025 Proxy Statement | 55 |
Relationship between Performance Measures and Compensation Actually Paid
Relationship between Performance Measures and Compensation Actually Paid The following tables provide a five-year graphical comparison of the relationship between executive compensation actually paid to performance measures. The following table illustrates the value of compensation actually paid to our PEO and Non-PEO NEOs (expressed as an average) and Total Stockholder Return and Peer Group Total Stockholder Return. The following table illustrates the value of compensation actually paid to our PEO and Non-PEO NEOs (expressed as an average) and Net Income.
Relationship between Performance Measures and Compensation Actually Paid
| Cars.com Inc. | | 2025 Proxy Statement | 57 |
Relationship between Performance Measures and Compensation Actually Paid
The following table illustrates the value of compensation actually paid to our PEO and Non-PEO NEOs (expressed as an average) and Revenue. The following table illustrates the value of compensation actually paid to our PEO and Non-PEO NEOs (expressed as an average) and Adjusted EBITDA.
(Amended and Restated Effective June 4, 2025)
| Article 4. | Shares Subject to the Plan and Maximum Awards; Adjusted and Substituted Awards; Director Compensation Limit; Minimum Vesting |
BOARD OF DIRECTORS
BOARD OF DIRECTORS Section 1. Number of Directors. Subject to the rights of the holders of any series of Preferred Stock to elect directors under specified circumstances, the number of directors shall be fixed from time to time exclusively pursuant to a resolution adopted by a majority of the total number of directors that the Corporation would have if there were no vacancies (the “Whole Board”). No decrease in the number of authorized directors constituting the Whole Board shall shorten the term of any incumbent director. Section 2. Term of Office. Subject to the rights of the holders of any series of Preferred Stock to elect directors under specified circumstances, the directors shall be elected at the annual meeting of the stockholders for a term expiring at the next succeeding annual meeting of the stockholders, with each director to hold office until such director’s successor shall have been duly elected and qualified or until his earlier death, resignation or removal. Section 3. Stockholder Nomination of Director Candidates. Advance notice of stockholder nominations for the election of directors and of any stockholder proposals to be considered at an annual stockholder meeting shall be given in the manner provided in the Amended and Restated Bylaws of the Corporation (the “Bylaws”). Section 4. Newly-Created Directorships and Vacancies. Subject to applicable law and the rights of the holders of any series of Preferred Stock with respect to such series of Preferred Stock, and unless the Board of Directors otherwise determines, vacancies resulting from death, resignation, retirement, disqualification, removal from office or other cause, and newly created directorships resulting from any increase in the authorized number of directors, may be filled only by the affirmative vote of a majority of the remaining directors, though less than a quorum of the Board of Directors, and in the event that there is only one director remaining in office, by such sole remaining director, and directors so elected shall hold office until the next succeeding annual meeting of stockholders following such director’s election and until such director’s successor shall have been elected and qualified. Section 5. Removal. Subject to the rights of the holders of any series of Preferred Stock with respect to such series of Preferred Stock, any director, or the entire Board of Directors, may be removed from office at any time with or without cause by the affirmative vote of the holders of a majority of the voting power of all of the then-outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors (the “Voting Stock”), voting together as a single class.