DEF 14A of Cars.com Inc.
Filed Apr 17, 2026 · FY20250001140361-26-015383
Chicago, Illinois
| Named Executive Officer Compensation | 45 | | Compensation and Risk | 54 | | Equity Compensation Plan Information | 54 | | CEO Pay Ratio Disclosure | 55 | | Pay Versus Performance | 56 | | Security Ownership | 60 | | Security Ownership of Certain Beneficial Owners | 60 | | Security Ownership of Directors, Named Executive Officers and Executive Officers | 61 | | Transactions with Related Persons | 62 | | Delinquent Section 16(A) Reports | 63 | | Proposal Two: Ratification of Appointment of Ernst & Young LLP as Independent Registered Public Accounting Firm | 64 | | Audit and non-audit fees | 64 | | Audit Committee Report | 66 | | Proposal Three: Advisory Approval of Executive Officer Compensation (Say on Pay) | 68 | | Questions and Answers About the Annual Meeting | 69 |
Election of Directors
Election of Directors The Board, acting upon the recommendation of the ESG Committee, has nominated the following 8 directors for re-election with the belief that each nominee is able and will serve for the term if elected by the Stockholders:
Election of Directors
| • Scott Forbes • Jill Greenthal • Thomas Hale • Tobias Hartmann | • Donald A. McGovern Jr. • Jenell Ross • Bala Subramanian • Bryan Wiener |
Election of Directors
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. Our directors are elected annually by our stockholders and each director must receive a majority of the votes cast by stockholders. At the 2025 Annual Meeting, stockholders elected each of the director nominees with the exception of Tobias Hartmann who was appointed to the Board on January 15, 2026. If elected, each director-nominee will hold office until the 2027 Annual Meeting or until the Board appoints or stockholders elect their successor. If any nominee should become unavailable for election, our Board may designate a substitute nominee, in which the Cars.com 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 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.
2026 Director Nominees
2026 Director Nominees
2026 Director Nominees
| Director since 2017 Independent COMMITTEES: Compensation, Chair ESG | Scott Forbes Age 68 | | | | Scott has over 20 years of board chair experience primarily focused on online and ecommerce marketplace brands. | | | | Background • Scott currently serves as Chairman of Auction Technology Group plc (LSE: ATG), 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’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 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) |
2026 Director Nominees
| Director since 2017 Independent COMMITTEES: ESG, Chair Audit | Jill Greenthal Age 69 | | | | 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) |
2026 Director Nominees
| 22 | Cars.com Inc. | | 2026 Proxy Statement |
2026 Director Nominees
| Director since 2017 Independent COMMITTEES: Audit ESG | Thomas Hale Age 57 | | | | 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 |
2026 Director Nominees
| Director since 2026 Non-Independent | Tobias Hartmann Age 53 | | | | Tobias was appointed as CEO and a Director of Cars.com effective January 15, 2026. Tobias has more than 25 years of experience delivering growth and creating long-term shareholder value across B2C and B2B technology, eCommerce and marketplace companies. | | | | Background • From November 2018 to February 2025, Tobias served as Chief Executive Officer and Chairman of the Management Board of Scout24 SE Group, a leading European digital real estate marketplace. • Prior to Scout24, Tobias served as President, U.S., and a member of the Executive Management Board of HelloFresh SE. • Tobias also served as President of US-based Radial Inc., a multi-national provider of Omni-Channel eCommerce solutions formerly part of eBay Inc. • Tobias holds a B.A. and M.B.A. from Clark University. | | | | Other Public Company Board Experience: | | | | Current SGS S.A. (2020 – Present) | Within past five years N/A |
2026 Director Nominees
| Cars.com Inc. | | 2026 Proxy Statement | 23 |
2026 Director Nominees
| Director since 2017 Independent COMMITTEES: Audit, Chair Compensation | Donald A. McGovern Jr. Age 75 | | | | 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) |
2026 Director Nominees
| Director since 2021 Independent COMMITTEES: Audit ESG | Jenell R. Ross Age 56 | | | | 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 completed the General Motors Dealer Management Development Program and National Automobile Dealers Association Dealer Candidate Academy. • Jenell holds a B.A. from Emory University | | | | Other Public Company Board Experience: | | | | Current Hub Group, Inc. (2020 – Present) | Within past five years N/A |
2026 Director Nominees
| 24 | Cars.com Inc. | | 2026 Proxy Statement |
2026 Director Nominees
| Director since 2018 Independent COMMITTEES: Audit Compensation | Bala Subramanian Age 54 | | | | 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) |
2026 Director Nominees
| Director since 2018 Independent COMMITTEES: Audit ESG | Bryan Wiener Age 55 | | | | Bryan is an entrepreneur and 25-year veteran of the advertising and technology industries, with deep experience transforming and scaling companies in highly disruptive environments. He has spent the past two decades as CEO of both public and private companies, leading four businesses through successful sales. | | | | Background • Bryan is the Co-Founder and Chief Executive Officer of 37Arc, a marketing technology company that leverages artificial intelligence to enhance marketing strategy and execution. • Bryan also serves on the Board of Directors of Adswerve, Inc., a data, analytics, and media consultancy company and as the Non-Executive Chairman of Tinuiti, a performance marketing and commerce company. • Bryan previously served as CEO of Profitero, Inc. a leading global enterprise eCommerce SaaS analytics platform from 2020 to 2025 and as CEO of Comscore, Inc., a global leader in cross-platform audience and advertising measurement from 2018 to 2019. • 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 |
2026 Director Nominees
| Cars.com Inc. | | 2026 Proxy Statement | 25 |
2025 Director Compensation Table
2025 Director Compensation Table The Director Compensation Table reflects compensation paid or awarded to all individuals who served as non-employee directors during fiscal year 2025, including directors who are not standing for reelection at the Annual Meeting. Alex Vetter, our former CEO, did not receive additional compensation for his service on the Board in 2025. Information on compensation paid to Alex in his role as CEO during the fiscal year ending December 31, 2025, is described in the Compensation Discussion and Analysis section and the Summary Compensation Tables of this Proxy Statement.
2025 Director Compensation Table
| Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Total ($) | | Scott Forbes(3) | 95,000 | 264,991 | 359,991 | | Jerri DeVard(3) | 75,000 | 189,996 | 264,996 | | Jill Greenthal | 95,000 | 189,996 | 284,996 | | Thomas Hale(4) | 75,000 | 189,996 | 264,996 | | Michael Kelly(3) | 75,000 | 189,996 | 264,996 | | Donald A. McGovern Jr. | 95,000 | 189,996 | 284,996 | | Greg Revelle | 75,000 | 189,996 | 264,996 | | Jenell Ross(4) | 75,000 | 189,996 | 264,996 | | Bala Subramanian(4) | 75,000 | 189,996 | 264,996 | | Bryan Wiener(3) | 75,000 | 189,996 | 264,996 |
2025 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. |
2025 Director Compensation Table
| (2) Amounts disclosed represent the aggregate grant date fair value computed in accordance with FASB ASC Topic 718. On June 6, 2025, an annual equity award in the form of 18,304 RSUs was granted to each non-executive director based on a target grant date value equal to $190,000. Scott received an additional annual equity award of 7,225 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, 2026, or the day preceding the 2026 Annual Meeting of Stockholders if that occurs before June 1, 2026, and these awards were the only unvested awards held by the non-executive directors as of December 31, 2025. |
2025 Director Compensation Table
| (3) Each of Bryan, Jerri, Michael, and Scott has elected to defer delivery of the underlying shares of stock once his/her RSUs vest until separation from service on the Board. |
2025 Director Compensation Table
| (4) Each of Bala, Jenell and Thomas 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. |
2025 Director Compensation Table
| Cars.com Inc. | | 2026 Proxy Statement | 27 |
2025 Director Compensation Table
This Compensation Discussion and Analysis (“CD&A”) provides an overview of our executive compensation program and the compensation decisions for our Named Executive Officers (“NEOs”), for the fiscal year ended December 31, 2025. Our NEOs for 2025 were:
2025 Director Compensation Table
| Name | Position with Cars.com Inc. | | Alex Vetter(1) | Former Chief Executive Officer | | Sonia Jain | Chief Financial Officer | | Lisa Gosselin(2) | Chief Commercial Officer | | Angelique Strong Marks | Chief Legal Officer and Corporate Secretary | | Tobias Hartmann(3) | Chief Executive Officer | | Doug Miller(4) | Former President and Chief Commercial Officer | | Matthew Crawford(5) | Former Chief Product and Innovation Officer |
2025 Director Compensation Table
| (1) On January 15, 2026, Alex Vetter ceased service as CEO of Cars.com. Because he served as CEO for all of 2025, references to the CEO in this CD&A refer to Alex unless otherwise indicated. |
2025 Director Compensation Table
| (2) On February 24, 2025, Lisa Gosselin was appointed as Chief Commercial Officer of Cars.com. |
2025 Director Compensation Table
| (3) On December 22, 2025, Tobias Hartmann was appointed to the executive officer position of Chief Executive Officer-Designate of Cars.com. Mr. Hartmann transitioned to Chief Executive Officer of Cars.com on January 15, 2026. |
2025 Director Compensation Table
| (4) On February 24, 2025, Doug Miller ceased service as President and Chief Commercial Officer of Cars.com. |
2025 Director Compensation Table
| (5) On November 28, 2025, Matthew Crawford ceased service as Chief Product and Innovation Officer of Cars.com. |
2025 Director Compensation Table
| 28 | Cars.com Inc. | | 2026 Proxy Statement |
Sonia Jain, Chief Financial Officer, Age 46
Sonia Jain, Chief Financial Officer, Age 46 Sonia serves as our Chief Financial Officer and in this role, she is responsible for Cars.com’s financial health and leads accounting, finance, treasury, investor relations and analytics. Sonia joined Cars.com as Chief Financial Officer in July 2020 and was reappointed to the role in October 2022 after serving as Chief Financial Officer of Convoy Inc. from April 2022 to September 2022. Sonia was also the Chief Financial Officer of Redbox Automated Retail from September 2016 to July 2020. On March 1, 2024, Sonia joined the board of directors of AMC Entertainment Holdings, Inc. Sonia holds a M.B.A. from Harvard University, M.S. from Massachusetts Institute of Technology, and B.S.E. from Princeton University.
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 NEOs’ performance as individuals. Accordingly, our executive compensation program is designed so that a substantial portion of each NEO’s target annual compensation is both variable in nature and “at-risk.” This means that our NEOs’ 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.com’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.com stock | | | No pledging of Cars.com stock as collateral or depositing or holding Cars.com 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 Management
Role of Management Our CPO and CEO participate in the review and refinement of our executive compensation program. The CPO provides the Compensation Committee with relevant benchmarking analyses, including peer group and survey data, information regarding Cars.com’s equity compensation program and equity grant practices, share usage and dilution, burn rate, and executive stock ownership. Additionally, the CPO updates the Compensation Committee on broader human capital and compensation-related matters, including talent attraction and retention and leadership development. Our CEO and CPO meet with the Compensation Committee to discuss compensation packages for the executive team and to review the performance of Cars.com and each executive, other than themselves, and make recommendations with respect to the appropriate base salary, annual cash bonus and grants of long-term equity awards. After considering these recommendations and other considerations discussed below, the Compensation Committee determines the annual compensation package for each NEO.
Role of Compensation Consultants
Role of Compensation Consultants From January 1, 2025 to July 31, 2025, 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 attended and participated in all meetings of the Compensation Committee held during 2025 while Korn Ferry was engaged as independent compensation consultant. In 2025, 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
| 34 | Cars.com Inc. | | 2026 Proxy Statement |
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. It 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
| • | 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
The Compensation Committee has the sole authority to retain and terminate independent compensation consultants and to approve the scope of services and related fees of such consultants. On August 1, 2025, the Compensation Committee transitioned from Korn Ferry and engaged Compensia Inc. (“Compensia”) as the Compensation Committee’s independent compensation consultant. The Compensation Committee undertook this transition after reviewing its advisory needs, scope of services, and in depth industry experience. The Compensation Committee made the decision to engage Compensia as compensation consultant in its sole discretion and did not base the decision on any disagreement with Korn Ferry. After considering the required factors relevant to evaluate independence, the Compensation Committee determined that Compensia is an independent compensation consultant in accordance with applicable SEC and NYSE rules.
2025 Compensation Peer Group
2025 Compensation Peer Group As it does on at least an annual basis, the Compensation Committee worked with Korn Ferry to review the composition of our peer group. 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. 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:
2025 Compensation Peer Group
| ACV Auctions Inc. | Iridium Communications Inc. | Shutterstock Inc. | Upwork Inc. | | CarGurus Inc. | Magnite Inc. | TechTarget Holdings 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
Pay Mix, Awards, and Targets Each NEO’s compensation has been individually designed to provide a combination of fixed and at-risk compensation that is tied to the achievement of Cars.com’s short- and long-term objectives. Equity grants represent the majority of our executives’ total direct compensation at target (sum of base salary, STIP and equity-based awards). This helps to align our NEOs’ interests with those of our stockholders. We intend to continue our practice of awarding equity to our NEOs as it reaffirms our philosophy of paying for performance and aligning compensation directly to the long-term value and growth of Cars.com. The following charts show the weight of each element of compensation relative to target direct compensation for Alex Vetter, our CEO during fiscal 2025, and the other NEOs, in the aggregate excluding Tobias Hartmann and Doug Miller. In 2025, 90% of aggregate CEO target compensation was variable compensation. Of that variable amount, 12% was in the form of the STIP cash-based award and the remaining 88% 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 2025, 84% of aggregate NEO (other than CEO) target compensation was variable compensation. Of that variable amount, 18% was in the form of the STIP cash-based award and the remaining 82% 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.com will pay STIP awards to each NEO. With respect to the 2025 STIP awards, the Compensation Committee approved a Company Performance Factor (“CPF”) of 89.3% 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.
Short Term Incentive Plan (STIP) Awards
| Cars.com Inc. | | 2026 Proxy Statement | 37 |
Overview of 2025 STIP Awards
Overview of 2025 STIP Awards In 2025, our NEOs participated in our STIP program. The Compensation Committee set each NEO’s 2025 target STIP award opportunity (expressed as a percentage of base salary) based on several factors, including Cars.com’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.com 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 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 2025 STIP Awards
Determination of 2025 STIP Awards Using the Revenue and Adjusted EBITDA calculations described above, the table below shows target, threshold, and maximum goals for each financial metric, 2025 results achieved against these goals and the CPF payout calculation (expressed as a percentage of target STIP opportunity) for each financial metric.
Determination of 2025 STIP Awards
| Financial Metrics | Goal Weighting % | Threshold (75 % payout) $ | Target (100% payout) $ | Maximum (200% payout) $ | 2025 Results $ | Performance Payout % | | Revenue ($ in millions) | 50% | 677.2 | 752.4 | 865.3 | 723.2 | 45.8% | | Adjusted EBITDA ($ in millions) | 50% | 199.5 | 221.7 | 225.0 | 209.4(1) | 43.5% | | Company Performance Factor | | | | | | 89.3% |
Determination of 2025 STIP Awards
| (1) Adjusted EBITDA used for purposes of determining STIP performance differs from Adjusted EBITDA disclosed in Cars.com’s earnings release and related materials. For purposes of STIP, Adjusted EBITDA was calculated based on Cars.com’s financial results as determined at the time of performance certification, resulting in Adjusted EBITDA of $209.4 million. Following year-end close and completion of the audit, certain adjustments were recorded. Adjusted EBITDA, as reconciled from GAAP net income in Cars.com’s Form 10-K and reflected in Cars.com’s earnings release issued on February 26, 2026, was $211.1 million. These post-certification adjustments were not reflected in the STIP calculation. |
Determination of 2025 STIP Awards
Based on the approved formula as described above, management recommended, and the Compensation Committee adopted, a CPF of 89.3%.
Determination of 2025 STIP Awards
| 38 | Cars.com Inc. | | 2026 Proxy Statement |
Determination of 2025 STIP Awards
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 90%. The Compensation Committee also determined, based on the CEO’s recommendation, that Sonia, Lisa and Angelique’s IPF to be 90%. Based on such payout percentages, the Compensation Committee approved the following 2025 STIP awards for each NEO:
Determination of 2025 STIP Awards
| Name | 2025 Annual STIP Target (as a % of Salary Earned) | 2025 Annual STIP Target $ | 2025 CPF % | 2025 IPF % | 2025 STIP Award Earned $ | | Alex Vetter | 110% | 825,000 | 89.3% | 90% | 663,053 | | Sonia Jain | 110% | 623,150 | 89.3% | 90% | 500,826 | | Lisa Gosselin(1) | 110% | 495,000 | 89.3% | 90% | 339,814 | | Angelique Strong Marks | 50% | 212,625 | 89.3% | 90% | 170,887 | | Tobias Hartmann(2) | — | — | — | — | — | | Doug Miller(3) | 110% | 550,000 | 89.3% | 75% | 109,467 | | Matthew Crawford(4) | 50% | 187,500 | — | — | — |
Determination of 2025 STIP Awards
| (1) Lisa’s STIP award was prorated based on her February 24, 2025 hire date. |
Determination of 2025 STIP Awards
| (2) Given his hire date in December 2025, Tobias Hartmann was not eligible for a 2025 STIP award. |
Determination of 2025 STIP Awards
| (3) In connection with Doug’s separation from his role as President and Chief Commercial Officer, Cars.com provided severance payments and benefits pursuant to the Cars.com Executive Severance Plan, including a prorated portion of his 2025 STIP Award covering the period from January 1 through March 31, 2025. Pursuant to the separation agreement, Doug’s IPF was set at 75%. |
Determination of 2025 STIP Awards
| (4) Matthew Crawford resigned as Chief Product and Innovation Officer effective November 28, 2025 and, as a result, was not eligible to receive a 2025 STIP award. |
Long-Term Incentive Plan (LTIP) – Regular Equity Awards
Long-Term Incentive Plan (LTIP) – Regular Equity Awards We designed our LTIP awards to drive achievement of long-term operational and financial goals as well as to attract and retain key talent. Cars.com has a pay-for-performance culture and includes performance conditions in a portion of equity grants to certain executive leaders. The Compensation Committee has structured LTIP awards for 2025 with a target allocation of 50% performance-based Restricted Stock Units (“PSUs”) and 50% time-based Restricted Stock Units (“RSUs”) for all NEOs other than Angelique, as described below. The Compensation Committee believes this balanced structure aligns executive compensation with both multi-year performance outcomes and long-term stockholder value creation. In addition to the standard LTIP award, Lisa Gosselin received a one-time new hire grant of RSUs with an aggregate grant date fair value of $300,000. The Compensation Committee did not approve an equity grant for Doug because he departed before the annual equity awards were granted, and the Compensation Committee maintained an allocation of 100% of Angelique’s equity award to time-based RSUs as agreed upon initial employment. The Board believes Revenue and Adjusted EBITDA compound annual growth rates (“CAGR”) over a three-year period are the most appropriate metrics for the 2025 annual award and most correlated with Cars.com’s success and the sustainable growth in stockholder value. Target long-term incentive awards are based on a percentage of base salary or a fixed dollar amount. In 2025, the Compensation Committee set each NEO’s LTIP target value based on the NEO’s role and responsibilities, internal equity considerations, competitive market conditions and data and target direct compensation.
Long-Term Incentive Plan (LTIP) – Regular Equity Awards
| Cars.com Inc. | | 2026 Proxy Statement | 39 |
Long-Term Incentive Plan (LTIP) – Regular Equity Awards
Our NEOs’ LTIP target values were as follows:
Long-Term Incentive Plan (LTIP) – Regular Equity Awards
| Name | 2025 RSU Target Value ($) | 2025 PSU Target Value ($) | 2025 Total LTIP Target Value ($) | 2024 Total LTIP Target Value ($) | % Increase | | Alex Vetter | 3,000,000 | 3,000,000 | 6,000,000 | 6,000,000(1) | 0% | | Sonia Jain | 1,059,487 | 1,059,487 | 2,118,974 | 2,037,500 | 4%(2) | | Lisa Gosselin | 787,500(3) | 787,500 | 1,575,000 | — | N/A | | Angelique Strong Marks | 850,500 | — | 850,500 | 850,500 | 0% | | Tobias Hartmann(4) | — | — | — | — | N/A | | Doug Miller | 750,000 | 750,000 | 1,500,000 | 1,500,000 | 0% | | Matthew Crawford | 421,875 | 421,875 | 843,750 | 750,000 | 13% |
Long-Term Incentive Plan (LTIP) – Regular Equity Awards
| (1) Amount excludes the value of a one-time PSU award with a target value of $2,000,000 granted effective May 13, 2024. |
Long-Term Incentive Plan (LTIP) – Regular Equity Awards
| (2) The percentage increase in the 2025 total LTIP target value reflects a 4% increase in base salary. |
Long-Term Incentive Plan (LTIP) – Regular Equity Awards
| (3) Amount excludes the new hire grant of RSUs valued at $300,000. |
Long-Term Incentive Plan (LTIP) – Regular Equity Awards
| (4) Given his hire date in December 2025, Tobias Hartmann was not eligible for regular annual equity awards in 2025; however, he did receive new hire awards under the Inducement Equity Plan, as described in further detail below. |
Long-Term Incentive Plan (LTIP) – Regular Equity Awards
The Compensation Committee generally makes LTIP equity grants annually at its March meeting following issuance of Cars.com Annual Report on Form 10-K.
2025 Equity Pay Mix
| • | CEO, CFO, CCO and Chief Product and Innovation Officer equity pay mix: 50% PSUs and 50% RSUs |
2025 Equity Pay Mix
| • | CLO equity pay mix: 100% RSUs |
2025 Annual Performance Share Units (PSUs)
2025 Annual Performance Share Units (PSUs) In 2025, the Compensation Committee awarded the then-current 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 2025, 2026, and 2027, measuring performance against pre-established Revenue and Adjusted EBITDA growth targets and will include threshold and maximum payouts as indicated in the chart below.
2025 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% | | 2025 – 2027 LTIP Payout | | 25% | 100% | 200% |
2025 Annual Restricted Stock Units (RSUs)
2025 Annual 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.com common stock on the date of grant. The 2025 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.com severance plans. RSUs that vest on each vesting date are settled in shares of common stock, less shares that Cars.com may withhold for payment of taxes.
2025 Annual Restricted Stock Units (RSUs)
| 40 | Cars.com Inc. | | 2026 Proxy Statement |
Inducement Equity Plan and New Hire Grants
Inducement Equity Plan and New Hire Grants On December 14, 2025, the Board adopted the Cars.com Inc. Inducement Equity Plan (the “Inducement Equity Plan”) to facilitate the grant of equity awards to individuals who were not previously employees of Cars.com, or who are returning to employment following a bona fide period of non-employment, as an inducement material to such individuals entering into employment with Cars.com. The Board adopted the Inducement Equity Plan in reliance on the inducement award exemption under Section 303A.08 of the New York Stock Exchange Listed Company Manual, which permits the grant of equity awards without stockholder approval in these specific circumstances. The Inducement Equity Plan reserves 1,000,000 shares of the Cars.com's common stock for issuance and permits the grant of equity-based awards, including restricted stock units and performance-based restricted stock units. The Compensation Committee administers the Inducement Equity Plan and approves all awards granted under the plan. The Compensation Committee considers inducement awards under this plan to be distinct from, and in addition to, Cars.com’s ongoing equity compensation program under its stockholder-approved omnibus equity plan. The Compensation Committee believes that the Inducement Equity Plan provides Cars.com with an important tool to attract and retain senior executive talent in a competitive labor market while aligning the interests of new executives with those of stockholders through long-term equity ownership. Tobias’s offer letter provided that he would receive new hire grants of RSUs with a target value of $3,000,000 and PSUs with a target value of $2,000,000. In connection with his appointment as CEO-Designate on December 22, 2025, consistent with the terms of his offer letter, Tobias was granted 233,827 restricted stock units (vesting in equal annual installments on the first three anniversaries of the grant date) and 155,885 PSUs under the Inducement Equity Plan. Each PSU represents a contingent right to receive one share of Cars.com’s common stock upon the attainment of specified stock performance goals and continued service through the applicable vesting dates. PSUs may vest in three equally weighted installments on the later of (i) the achievement of stock price goals (based on the 30 trading day closing price average) of $15, $16 and $17 and (ii) January 1, 2027, January 1, 2028 and December 31, 2028, respectively.
Results and Payouts for Fiscal 2023 PSU Awards
Results and Payouts for Fiscal 2023 PSU Awards For the PSUs granted to Alex, Sonia and Doug on March 15, 2023, the Compensation Committee established a three-year performance period from January 1, 2023 to December 31, 2025 (the “Performance Period”). Based on Cars.com’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.com’s achievement of annual revenue growth rate over three years and 50% on Cars.com’s achievement of three-year EBITDA CAGR over the Performance Period, with ultimate performance interpolated on a linear basis as described below:
Results and Payouts for Fiscal 2023 PSU Awards
| Annual Revenue Growth | | | | Three Year Adjusted EBITDA CAGR | | | 2023 Revenue Growth | 2024 Revenue Growth | 2025 Revenue Growth | Payout % | Growth Rate | Payout % | | <2.5% | <3.0% | <3.0% | 0% | <4.0% | 0% | | 2.5% | 3.0% | 3.0% | 25% | 4.0% | 25% | | 4.5% | 5.5% | 6.0% | 100% | 5.66% | 100% | | 7.5% | 8.5% | 8.5% | 200% | 8.5% | 200% | | >7.5% | >8.5% | >8.5% | 200% | >8.5% | 200% |
Results and Payouts for Fiscal 2023 PSU Awards
| Cars.com Inc. | | 2026 Proxy Statement | 41 |
Results and Payouts for Fiscal 2023 PSU Awards
| Forecast Achievement | | | | | | | | | Annual Revenue Growth Result | | | Cumulative Adjusted EBITDA CAGR | | | | Period | Result | Tranche Wt % | Payout % | Results | Tranche Wt % | Payout % | | 2023 | 5.4% | 16.67% | 130.0% | | | | | 2024 | 4.3% | 16.67% | 64.0% | | | | | 2025 | 0.6% | 16.67% | 0.0% | 4.18% | 50.00% | 33.2% | | | | Average Vest % | 54.7% | | Average Vest % | 33.2% | | | | PSU Vest % | 48.9% | | | |
Results and Payouts for Fiscal 2023 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 2025 totaled $723.2 million, an increase of $4.1 million, or up 1%, compared to the prior year 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. During the Performance Period, Cars.com achieved an Adjusted EBITDA CAGR of 4.18%. As a result of Cars.com’s performance during the Performance Period, the Fiscal 2023 PSUs vested at 48.9%.
Employment Arrangements
Employment Arrangements In general, except for offer letters provided to all Cars.com employees, Cars.com does not enter into employment agreements with its employees. In certain instances, to attract and retain executives or key employees, Cars.com 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.
Offer Letter with Tobias Hartmann
Offer Letter with Tobias Hartmann In connection with his appointment, Tobias entered into an offer letter with Cars.com, pursuant to which he will receive (or is expected to receive): (i) an annual base salary of $750,000, (ii) a target annual incentive award, beginning in 2026, equal to 110% of his base salary, (iii) new-hire grants under the Cars.com’s Inducement Equity Plan (as described in further detail above), and (iv) subject to requisite approval and the Compensation Committee’s discretion, annual equity awards with the 2026 grant at a target grant date value equal to approximately $7,000,000. Tobias is also a participant in the Executive Severance Plan and Change in Control Severance Plan and will be eligible to participate in other standard compensation and benefits programs for Cars.com executives.
Separation Agreement with Alex Vetter
Separation Agreement with Alex Vetter As previously disclosed, Alex ceased serving as the Cars.com’s Chief Executive Officer and as a Director effective January 15, 2026, and provided transition services thereafter as a special advisor under the direction of Tobias and the Chair until his involuntary termination of employment on March 31, 2026. Alex’s employment termination qualified for severance benefits pursuant to the Cars.com Executive Severance Plan. In addition, in exchange for his transition services from January 15, 2026 to March 31, 2026, Alex continued to receive his same base salary for that period and Cars.com agreed to extend the exercise period for his outstanding vested stock option awards until March 2030. Cars.com believes this arrangement is fair, success-based consideration in return for Alex’s services during the transition period, including Alex’s commercial relationships and industry knowledge following nearly three decades of service. Alex’s severance benefits are quantified below in “Potential Payments Upon Termination or Change in Control”
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.com’s common stock under the terms of the Cars.com Inc. Employee Stock Purchase Plan (the “Employee Stock Purchase Plan”). During 2025, Cars.com 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.com 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.com 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.com 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.com’s Proxy Statement and Annual Report on Form 10-K for the year ended December 31, 2025. | | 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
| 44 | Cars.com Inc. | | 2026 Proxy Statement |
2025 SUMMARY COMPENSATION TABLE
2025 SUMMARY COMPENSATION TABLE The following Summary Compensation Table contains compensation information for fiscal years 2025, 2024, and 2023, as applicable, for our NEOs. Our NEOs for these periods were: (i) Alex Vetter, who served as CEO in 2025; (ii) Sonia Jain, who served as CFO in 2025, (iii) Lisa Gosselin, Angelique Strong Marks, and Tobias Hartmann, who were our other executive officers in 2025, and (iv) Doug Miller and Matthew Crawford, who were executive officers during 2025 but terminated employment prior to the end of the year.
2025 SUMMARY COMPENSATION TABLE
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($)(3) | Total Compensation ($) | | Alex Vetter(4) Former Chief Executive Officer | 2025 | 750,000 | — | 6,000,001 | — | 663,053 | 14,000 | 7,427,054 | | | 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 | | Sonia Jain Chief Financial Officer | 2025 | 566,500 | — | 2,118,992 | — | 500,826 | 14,000 | 3,200,318 | | | 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 | | Lisa Gosselin(5) Chief Commercial Officer | 2025 | 384,375 | — | 1,875,018 | — | 339,814 | 15,918 | 2,615,125 | | Angelique Strong Marks Chief Legal Officer and Corporate Secretary | 2025 | 425,250 | — | 850,512 | — | 170,887 | 11,163 | 1,457,812 | | | 2024 | 417,375 | — | 850,507 | — | 194,079 | 11,669 | 1,473,630 | | | 2023 | 389,063 | 40,000(6) | 689,072 | — | 209,705 | 13,200 | 1,341,040 | | Tobias Hartmann(7) Chief Executive Officer | 2025 | — | — | 5,000,005 | — | — | — | 5,000,005 | | Doug Miller(8) Former President and Chief Commercial Officer | 2025 | 148,585 | — | — | — | — | 1,140,955 | 1,289,540 | | | 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 | | Matthew Crawford(9) Former Chief Product and Innovation Officer | 2025 | 345,170 | — | 843,760 | — | — | 47,173 | 1,236,103 | | | 2024 | 364,594 | — | 749,177 | — | 152,583 | 13,800 | 1,280,154 |
2025 SUMMARY COMPENSATION TABLE
| Cars.com Inc. | | 2026 Proxy Statement | 45 |
2025 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 - $6,000,001, Sonia - $2,118,992, Lisa - $1,575,008, Tobias - $4,000,009, and Matthew $843,760. For additional information, including assumptions used in calculating these amounts, see Note 10 to Cars.com’s audited consolidated financial statements for the year ended December 31, 2025, included in Cars.com’s Annual Report on Form 10-K for the year ended December 31, 2025. For additional information on the RSU and PSU grants made in 2025, see the “Grants of Plan-Based Awards in 2025” table below. |
2025 SUMMARY COMPENSATION TABLE
| (2) Amounts disclosed in this column for 2025 reflect cash amounts earned under our STIP. For additional information, see the section entitled “Compensation Discussion and Analysis— Elements of our Executive Compensation Practices.” |
2025 SUMMARY COMPENSATION TABLE
| (3) Amounts reported in this column include the Company’s 401(k) matching contributions and other benefits. For Doug Miller, these amounts include a $14,000 401(k) match, a $23,585 payout of accrued but unused paid time off, and severance-related payments consisting of: (i) a lump sum severance payment of $972,175; (ii) a prorated portion of his 2025 STIP award for the period from January 1 through March 31, 2025, totaling $109,467; and (iii) $21,728, representing 12 months of COBRA premiums for continued medical and dental coverage based on rates in effect as of March 31, 2025. For Matthew Crawford, these amounts include a $14,000 401(k) match and a $33,173 payout of accrued but unused paid time off. |
2025 SUMMARY COMPENSATION TABLE
| (4) Alex Vetter ceased serving as CEO and as a Director of Cars.com on January 15, 2026 and served as a Special Advisor until March 31, 2026. |
2025 SUMMARY COMPENSATION TABLE
| (5) Lisa Gosselin was appointed as Chief Commercial Officer of Cars.com effective February 24, 2025. |
2025 SUMMARY COMPENSATION TABLE
| (6) In 2023, Angelique received a one-time bonus of $40,000 in recognition of her contributions to Cars.com’s achievement of International Organization for Standardization (“ISO”) 27001 certification |
2025 SUMMARY COMPENSATION TABLE
| (7) Tobias Hartmann was appointed CEO-Designate of Cars.com effective December 22, 2025 and transitioned to CEO on January 15, 2026. |
2025 SUMMARY COMPENSATION TABLE
| (8) Doug Miller ceased service as President and Chief Commercial Officer of Cars.com effective February 24, 2025. |
2025 SUMMARY COMPENSATION TABLE
| (9) Matthew Crawford resigned as Chief Product and Innovation Officer of Cars.com effective November 28, 2025. |
2025 SUMMARY COMPENSATION TABLE
| 46 | Cars.com Inc. | | 2026 Proxy Statement |
GRANTS OF PLAN-BASED AWARDS IN 2025
GRANTS OF PLAN-BASED AWARDS IN 2025 The following table sets forth information regarding grants of awards made to our NEOs during 2025.
GRANTS OF PLAN-BASED AWARDS IN 2025
| Name/ Award Type | Grant Date | Estimated Possible Payouts under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/sh) | Grant Date Fair Value of Stock and Option Awards ($) | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Alex Vetter | | | | | | | | | | | | | STIP | | 309,375 | 825,000 | 1,650,000 | — | — | — | — | — | — | — | | PSU | 3/21/2025 | — | — | — | 75,172 | 257,732 | 515,464 | — | — | — | 3,000,000 | | RSU | 3/21/2025 | — | — | — | — | — | — | 257,732 | — | — | 3,000,000 | | Sonia Jain | | | | | | | | | | | | | STIP | | 233,681 | 623,150 | 1,246,300 | — | — | — | — | — | — | — | | PSU | 3/21/2025 | — | — | — | 26,548 | 91,022 | 182,044 | — | — | — | 1,059,496 | | RSU | 3/21/2025 | — | — | — | — | — | — | 91,022 | — | — | 1,059,496 | | Lisa Gosselin | | | | | | | | | | | | | STIP | | 185,625 | 495,000 | 990,000 | — | — | — | — | — | — | — | | PSU | 3/21/2025 | — | — | — | 19,733 | 67,655 | 135,310 | — | — | — | 787,504 | | RSU | 3/21/2025 | — | — | — | — | — | — | 93,429 | — | — | 1,087,514 | | Angelique Strong Marks | | | | | | | | | | | | | STIP | | 79,734 | 212,625 | 425,250 | — | — | — | — | — | — | — | | RSU | 3/21/2025 | — | — | — | — | — | — | 73,068 | — | — | 850,512 | | Tobias Hartmann | | | | | | | | | | | | | STIP | | — | — | — | — | — | — | — | — | — | — | | PSU(1) | 12/22/2025 | — | — | — | 51,962 | 155,885 | 155,885 | — | — | — | 2,000,005 | | RSU | 12/22/2025 | — | — | — | — | — | — | 233,827 | — | — | 3,000,000 | | Doug Miller | | | | | | | | | | | | | STIP | | 206,250 | 550,000 | 1,100,000 | — | — | — | — | — | — | — | | PSU | — | — | — | — | — | — | — | — | — | — | — | | RSU | — | — | — | — | — | — | — | — | — | — | — | | Matthew Crawford | | | | | | | | | | | | | STIP | | 70,313 | 187,500 | 375,000 | — | — | — | — | — | — | — | | PSU | 3/21/2025 | — | — | — | 10,571 | 36,244 | 72,488 | — | — | — | 421,880 | | RSU | 3/21/2025 | — | — | — | — | — | — | 36,244 | — | — | 421,880 |
GRANTS OF PLAN-BASED AWARDS IN 2025
| (1) Tobi’s PSU award is based on the achievement of specified stock price goals and continued service, rather than traditional performance metrics. The award consists of 155,885 PSUs, which may vest in three equal installments upon the later of (i) achievement of stock price goals (based on a 30-trading day average closing price) of $15, $16 and $17 and (ii) January 1, 2027, January 1, 2028 and December 31, 2028, respectively. For purposes of this table, the full PSU award of 155,885 is presented as both the target and maximum, and one-third of the award (51,962), corresponding to the initial stock price goal and continued service, is presented as the threshold. These amounts are provided solely to comply with tabular disclosure requirements and do not represent traditional threshold, target or maximum performance levels. |
GRANTS OF PLAN-BASED AWARDS IN 2025
| Cars.com Inc. | | 2026 Proxy Statement | 47 |
OUTSTANDING EQUITY AWARDS AT 2025 YEAR-END
OUTSTANDING EQUITY AWARDS AT 2025 YEAR-END The following table lists all outstanding equity awards held by our NEOs as of December 31, 2025. Matthew Crawford resigned as Chief Product and Innovation Officer effective November 28, 2025 and, accordingly, did not have any outstanding equity awards as of December 31, 2025.
OUTSTANDING EQUITY AWARDS AT 2025 YEAR-END
| Name/ Grant Date | Option Awards | | | | | Stock Awards | | | | | | Number of Securities Underlying Unexercised Options (#) | | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | 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 | | | | | | | | | | | 3/18/2020(2) | — | 513,228 | — | 5.40 | 3/1/2030 | — | — | — | — | | 3/17/2021(3) | — | 290,994 | — | 15.17 | 3/1/2030 | — | — | — | — | | 3/16/2022(4) | — | 263,119 | — | 15.07 | 3/1/2032 | — | — | — | — | | 3/15/2023(5) | — | — | — | — | — | 55,657 | 679,015 | — | — | | 3/15/2023(6) | — | — | — | — | — | — | — | 166,971 | 2,037,046 | | 3/14/2024(7) | — | — | — | — | — | 118,064 | 1,440,381 | — | — | | 3/14/2024(8) | — | — | — | — | — | — | — | 177,096 | 2,160,571 | | 5/13/2024(9) | — | — | — | — | — | — | — | 112,297 | 1,370,023 | | 3/21/2025(10) | — | — | — | — | — | 257,732 | 3,144,330 | — | — | | 3/21/2025(11) | — | — | — | — | — | — | — | 257,732 | 3,144,330 | | Sonia Jain | | | | | | | | | | | 3/15/2023(5) | — | — | — | — | — | 18,089 | 220,686 | — | — | | 3/15/2023(6) | — | — | — | — | — | — | — | 54,266 | 662,045 | | 3/14/2024(7) | — | — | — | — | — | 40,093 | 489,131 | — | — | | 3/14/2024(8) | — | — | — | — | — | — | — | 60,139 | 733,696 | | 3/21/2025(10) | — | — | — | — | — | 91,022 | 1,110,468 | — | — | | 3/21/2025(11) | — | — | — | — | — | — | — | 91,022 | 1,110,468 | | Lisa Gosselin | | | | | | | | | | | 3/21/2025(10) | — | — | — | — | — | 25,774 | 314,443 | — | — | | 3/21/2025(10) | — | — | — | — | — | 67,655 | 825,391 | — | — | | 3/21/2025(11) | — | — | — | — | — | — | — | 67,655 | 825,391 | | Angelique Strong Marks | | | | | | | | | | | 3/15/2023(5) | — | — | — | — | — | 13,946 | 170,141 | — | — | | 3/14/2024(7) | — | — | — | — | — | 48,712 | 594,286 | — | — | | 3/21/2025(10) | — | — | — | — | — | 73,068 | 891,430 | — | — | | Tobias Hartmann | | | | | | | | | | | 12/22/2025(12) | — | — | — | — | — | 233,827 | 2,852,689 | — | — | | 12/22/2025(13) | — | — | — | — | — | — | — | 155,885 | 1,901,797 | | Doug Miller | | | | | | | | | | | 3/15/2023(5) | — | — | — | — | — | 15,179 | 185,184 | — | — | | 3/15/2023(6) | — | — | — | — | — | — | — | 45,538 | 555,564 | | 3/14/2024(7) | — | — | — | — | — | 29,516 | 360,095 | — | — |
OUTSTANDING EQUITY AWARDS AT 2025 YEAR-END
| 48 | Cars.com Inc. | | 2026 Proxy Statement |
OUTSTANDING EQUITY AWARDS AT 2025 YEAR-END
| (1) Reflects the market value of outstanding RSUs and PSUs based on the price per share of common stock of $12.20, the closing market price on December 31, 2025. 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.com through each applicable vesting date. |
OUTSTANDING EQUITY AWARDS AT 2025 YEAR-END
| (2) 100% of these stock options vested on March 1, 2023. |
OUTSTANDING EQUITY AWARDS AT 2025 YEAR-END
| (3) 100% of these stock options vested on March 1, 2024. |
OUTSTANDING EQUITY AWARDS AT 2025 YEAR-END
| (4) 100% of these stock options vested on March 1, 2025. |
OUTSTANDING EQUITY AWARDS AT 2025 YEAR-END
| (5) 100% of these RSUs vested on March 1, 2026. |
OUTSTANDING EQUITY AWARDS AT 2025 YEAR-END
| (6) These PSUs vested 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 in the table above, but such awards ultimately vested at 48.9% of target. |
OUTSTANDING EQUITY AWARDS AT 2025 YEAR-END
| (7) On March 1, 2026, the following RSUs vested: 59,032 for Alex, 20,046 for Sonia, 16,736 for Angelique and 14,758 for Doug. The remaining RSUs will vest in equal installments on March 1, 2027 and March 1, 2028, except that (i) Doug’s remaining RSUs were forfeited in accordance with the terms of his separation agreement, and (ii) only a portion of Alex’s remaining RSUs will vest on March 1, 2027, and any unvested balance will be forfeited in accordance with the terms of his separation agreement. |
OUTSTANDING EQUITY AWARDS AT 2025 YEAR-END
| (8) 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 2025 YEAR-END
| (9) 50% of these PSUs vested 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. |
OUTSTANDING EQUITY AWARDS AT 2025 YEAR-END
| (10) On March 1, 2026, the following RSUs vested: 85,911 for Alex, 30,341 for Sonia, 31,114 for Lisa, 24,356 for Angelique. The remaining RSUs will vest in equal installments on March 1, 2027 and March 1, 2028, except that only a portion of Alex’s remaining RSUs will vest on March 1, 2027, and any unvested balance will be forfeited in accordance with the terms of his separation agreement. |
OUTSTANDING EQUITY AWARDS AT 2025 YEAR-END
| (11) 100% of these PSUs will vest on March 1, 2028, subject to attainment of specific performance objectives established for fiscal years 2025-2027. The PSU value is set forth at target. |
OUTSTANDING EQUITY AWARDS AT 2025 YEAR-END
| (12) These RSUs will vest in equal annual installments on December 22, 2026, December 22, 2027, and December 22, 2028, subject to the terms of the applicable award agreement and continued service through each applicable vesting date. |
OUTSTANDING EQUITY AWARDS AT 2025 YEAR-END
| (13) 100% of these PSUs will vest on January 1, 2029, subject to attainment of specific performance objectives established for fiscal years 2026-2028. The PSU value is set forth at target. |
OPTION EXERCISES AND STOCK VESTED IN 2025
OPTION EXERCISES AND STOCK VESTED IN 2025 The following table sets forth the number of shares of common stock acquired during 2025 by our NEOs upon the vesting of RSUs and the value realized upon such vesting. No stock options were exercised during 2025.
OPTION EXERCISES AND STOCK VESTED IN 2025
| Name | Number of Shares Acquired on Vesting (#)(1) | Value Realized On Vesting ($)(2) | | Alex Vetter | 114,689 | 1,513,895 | | Sonia Jain | 106,338 | 1,344,325 | | Lisa Gosselin | — | — | | Angelique Strong Marks | 52,890 | 665,724 | | Tobias Hartmann | — | — | | Doug Miller | 46,526 | 614,143 | | Matthew Crawford | 31,741 | 418,981 |
OPTION EXERCISES AND STOCK VESTED IN 2025
| (1) Reflects the aggregate number of shares of common stock underlying the RSUs that vested in 2025. |
OPTION EXERCISES AND STOCK VESTED IN 2025
| (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 $990,660, Sonia received net shares valued at $839,376, Angelique received net shares valued at $469,857, Doug received net shares valued at $459,782, and Matthew received net shares valued at $311,098. |
OPTION EXERCISES AND STOCK VESTED IN 2025
| Cars.com Inc. | | 2026 Proxy Statement | 49 |
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.com strives to establish fair and competitive compensation programs to effectively attract, retain, and motivate our talented workforce. This CEO Pay Ratio Disclosure includes the total annual compensation of Alex Vetter, who served as our CEO for the entire fiscal year ended December 31, 2025. Tobias Hartmann was appointed CEO-Designate on December 22, 2025; however, because he did not serve as our Principal Executive Officer in 2025, his compensation is not included in the CEO pay ratio calculation. The ratio presented below reflects the relationship between the total annual compensation of Alex Vetter and the annual total compensation of our median employee (other than the CEO). As of December 31, 2025, our employee population consisted of 1,700 full-time, part-time, seasonal and temporary US and Canadian-based employees. This number excludes Alex. We identified the “median employee” based on the “annual total compensation” of each employee who was part of our employee population on December 31, 2025. Each employee’s annual total compensation was calculated by totaling the following compensation components: (i) cash compensation paid in 2025, 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 2025. The foregoing calculation excluded any cash or equity-based sign-on bonus paid or granted to an employee during 2025. 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, 2025. The annual total compensation of our former CEO was $7,427,053 as presented in the 2025 Summary Compensation Table. For 2025, the annual total compensation of our median employee was $114,524, 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 2025 was 65 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
| Cars.com Inc. | | 2026 Proxy Statement | 55 |
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 2021, 2022, 2023, 2024 and 2025. For additional information about our performance-based pay philosophy and how we align executive compensation with Cars.com performance, refer to the Compensation Discussion and Analysis section. The financial performance measures used are Cars.com’s total stockholder return (“TSR”), the peer group TSR, and Cars.com’s Net Income, each of which are required financial performance measures under SEC rules. The SEC rules also require that Cars.com select its most important other financial performance measure(s) used to link the compensation actually paid to these officers to Cars.com’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) | | 2025 | 7,427,054 | (483,170) | 2,466,484 | 1,495,964 | 107.96 | 138.27 | 20.1 | 723.2 | 211.1 | | 2024 | 9,531,072 | 2,060,308 | 2,078,793 | 689,600 | 153.36 | 115.41 | 48.2 | 719.2 | 209.7 | | 2023 | 7,183,222 | 6,335,320 | 2,314,736 | 837,391 | 167.88 | 86.60 | 118.4 | 689.2 | 194.9 | | 2022 | 6,369,207 | (2,374,194) | 1,772,123 | 476,515 | 121.86 | 59.35 | 17.2 | 653.9 | 186.7 | | 2021 | 6,985,255 | 9,155,724 | 2,034,898 | 3,000,169 | 142.39 | 97.88 | 10.8 | 623.7 | 189.2 |
CEO Pay Ratio Disclosure
| (1) Alex Vetter served as our PEO for the full year for each of 2025, 2024, 2023, 2022 and 2021. |
CEO Pay Ratio Disclosure
| (2) For 2025, our Non-PEO NEOs included Tobias Hartmann, Sonia Jain, Lisa Gosselin, Angelique Strong Marks, Doug Miller and Matthew Crawford. For 2024, our Non-PEO 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. |
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 2025: |
CEO Pay Ratio Disclosure
| 56 | Cars.com Inc. | | 2026 Proxy Statement |
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 Shareholder Return and Peer Group Total Shareholder 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
| 58 | Cars.com Inc. | | 2026 Proxy Statement |
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.