Cars.com Inc.
Shareholder Annual Meeting in a DEF 14A on 04/30/2021   Download
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SEC Filing
DEF 14A 1 cars-def14a_20210609.htm DEF 14A cars-def14a_20210609.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No.  )

Filed by the Registrant 

Filed by a Party other than the Registrant

Check the appropriate box:

Preliminary Proxy Statement

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

Definitive Proxy Statement

Definitive Additional Materials

Soliciting Material under §240.14a-12

Cars.com Inc.

(Name of Registrant as Specified In Its Charter)

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

No fee required.

Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

 

(1)

Title of each class of securities to which transaction applies:

 

(2)

Aggregate number of securities to which transaction applies:

 

(3)

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

 

(4)

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(5)

Total fee paid:

Fee paid previously with preliminary materials.

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

(1)

Amount Previously Paid:

 

(2)

Form, Schedule or Registration Statement No.:

 

(3)

Filing Party:

 

(4)

Date Filed:

 

 

 

 


 

Cars.com Inc.

300 S. Riverside Plaza, Suite 1000

Chicago, Illinois 60606

Notice of 2021 Annual Meeting of Stockholders

_________________________________

We are pleased to invite you to the 2021 Annual Meeting of Stockholders (the “Annual Meeting”) of Cars.com Inc. (the “Company,” “our,” “us” or “we”), which will take place at 9:00 a.m., Central Time, on Wednesday, June 9, 2021. This year’s meeting is a virtual meeting at:

Date: Wednesday, June 9, 2021

Time: 9:00 a.m., Central Time

Virtual Meeting Site:  http://www.virtualshareholdermeeting.com/CARS2021.

If you plan to attend the Annual Meeting, please note the procedures described under “How can I participate in the Annual Meeting?” on page 3 of the proxy statement.

The purposes of the Annual Meeting are to:

 

1.

elect a board of eleven directors named in this proxy statement;

 

2.

ratify the appointment of Ernst & Young LLP, an independent registered public accounting firm, as our independent certified public accountants for fiscal year 2021;

 

3.

approve on a non-binding advisory basis the compensation of our Named Executive Officers (as defined below); and

 

4.

transact any other business that may properly come before the meeting or any postponements or adjournments thereof.

Only stockholders of record as of the close of business on April 12, 2021 are entitled to receive notice of, to attend and to vote at the Annual Meeting.

We have elected to take advantage of Securities and Exchange Commission (“SEC”) rules that allow companies to furnish their proxy materials over the Internet. Beginning on or about April 30, 2021, a Notice of Internet Availability of Proxy Materials (the “Notice”) will be mailed to our stockholders of record as of April 12, 2021. In addition, the proxy statement, the proxy or voting instruction card, and our 2020 Annual Report to Stockholders are available at www.proxyvote.com. As more fully described in the Notice, all stockholders may choose to access these materials electronically or may request printed or emailed copies.

 

 


It is extremely important that your shares be represented and voted at the Annual Meeting. Whether or not you plan to attend the Annual Meeting, please vote as soon as possible. You are urged to follow the instructions in the proxy card to vote by mail, telephone or via the Internet. Voting now will not limit your right to change your vote or to attend the Annual Meeting. If you attend and vote electronically at the Annual Meeting, your vote will replace any earlier vote. If your shares are held in the name of a broker, bank or other holder of record, follow the voting instructions you received from the holder of record in order to vote your shares. Please note the voting procedures described under “How can I vote my shares?” on page 4 of the proxy statement.

 

By order of the Board of Directors

 

 

James F. Rogers

 

Chief Legal Officer and Secretary

 

April 30, 2021

 

Chicago, Illinois

 

 

_________________________________

Important Notice Regarding the Availability of Proxy Materials for the Annual
Meeting of Stockholders to be Held on June 9, 2021:

 

Our Proxy Statement and 2020 Annual Report are available on our Investor Relations website (https://investor.cars.com) and at www.proxyvote.com

You may also request paper copies of these proxy materials free of charge by following the instructions for requesting such materials contained in the Notice.

Neither the SEC nor any state securities regulatory agency has passed upon the adequacy or accuracy of the disclosure in this document. Any representation to the contrary is a criminal offense.

 

 

 

 


 

 

TABLE OF CONTENTS0F

 

User Guide

 

1

General Information

 

1

Meeting Agenda

 

1

Additional Information

 

1

Questions and Answers about the Meeting and Voting

 

3

Proposal 1: Election of Directors

 

10

Our Board of Directors

 

10

Meet the Nominees

 

12

Stockholder Approval Required

 

23

Board Governance

 

23

Committees of the Board

 

25

Corporate Governance

 

27

Environmental, Social and Corporate Governance

 

29

Compensation of Non-Executive Directors

 

29

Our Executive Officers

 

31

Compensation Discussion and Analysis

 

33

Our Compensation Philosophy

 

33

Role of the Compensation Committee, Management, Compensation Consultants and Peer Groups

 

35

Stockholder Engagement

 

36

Elements of Our Executive Compensation Practices

 

37

Executive Compensation Policies and Arrangements

 

42

Compensation Committee Report

 

44

Named Executive Officer Compensation

 

45

Equity Compensation Plan Information

 

54

Security Ownership

 

55

Security Ownership of Directors, Named Executive Officers and Executive Officers

 

55

Security Ownership of Certain Other Beneficial Owners

 

56

Transactions with Related Persons

 

57

Our Independent Registered Public Accounting Firm

 

57

Fees of Independent Registered Public Accounting Firm

 

58

Report of the Audit Committee

 

59

Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm

 

61

Proposal 3: Say on Pay Vote

 

62

Miscellaneous

 

63

Stockholder Proposals

 

63

Incorporation by Reference

 

63

Availability of Annual Report on Form 10-K

 

63

Householding

 

64

Other Matters That May Come Before the Annual Meeting

 

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User Guide

General Information

 

Meeting Date

Time

Location

Record Date

June 9, 2021

9:00 a.m., Central Time

http://www.virtualshareholdermeeting.com/CARS2021

April 12, 2021

 

Meeting Agenda

 

Proposal

Matter

Board Vote Recommendation

1

Election of Directors named in this proxy statement

FOR the election of each and all of the director nominees

2

Ratification of the appointment of Auditors

FOR” the ratification of Ernst & Young LLP as our independent registered public accounting firm for fiscal year 2021

3

Approval on a non-binding advisory basis of the compensation of our Named Executive Officers

FORthe non-binding advisory resolution approving our executive compensation

4

Transact other business that may properly come before the meeting

 

Additional Information

 

Admission to the Annual Meeting

Admission to the Annual Meeting is restricted to stockholders and/or their designated representatives.

If your shares are in the name of your broker or bank, you will need to provide evidence of your stock ownership, such as your most recent brokerage account statement or a copy of your voting instruction form.

Proxy Materials

On or about April 30, 2021, a Notice of Internet Availability of Proxy Materials (the “Notice”) was mailed to our stockholders of record as of April 12, 2021.

The proxy statement, the proxy or voting instruction card, and our 2020 Annual Report to Stockholders are available at www.proxyvote.com.

All stockholders may choose to access these materials electronically or may request printed or emailed copies at no charge.

How to Vote

It is important that your shares be represented and voted.

Stockholders who received the Notice may vote their shares electronically at www.proxyvote.com, by telephone after accessing the website, or by mail after requesting a paper copy of the proxy materials. There is no charge for requesting a paper or email copy.

We have also mailed paper copies of the proxy materials, including the proxy card, to some of our beneficial stockholders. These stockholders may also view the proxy materials online at www.proxyvote.com.They may vote their shares by mail, telephone, or Internet. To vote by mail, these stockholders should simply complete, sign, and date the proxy card and return it in the postage-paid envelope provided. To vote by telephone or Internet, 24 hours a day, 7 days a week, these stockholders should refer to the proxy card for voting instructions.

If you attend the Annual Meeting and want to vote at the Annual Meeting, you can withdraw your proxy. If your shares are held in the name of a broker, bank or other holder of record, you will need a control number and legal proxy from the holder of record in order to vote your shares. Please see the procedures described under “How can I participate in the Annual Meeting” on page 3 of the proxy statement.

Please note the voting procedures described under “How can I vote my shares?” on page 4 of the proxy statement.

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Voting

Proposal 1 - you may vote “FOR ALL”, or “WITHHOLD ALL” or “FOR ALL EXCEPT” to withhold authority to vote for any or all of the director candidates.

Proposal 2 - you may vote “FOR”, “AGAINST,” or “ABSTAIN” from voting.

Proposal 3 - you may vote “FOR”, “AGAINST,” or “ABSTAIN” from voting.

 

Abstentions will have no effect on the outcome of the election of directors. If you elect to “ABSTAIN” from voting on Proposal 2 or Proposal 3, your abstention will have the effect of voting “AGAINST” the proposal.

Recommendation

Our Board of Directors (the “Board”) unanimously recommends that you vote:

“FOR” the election of each and all of the nominees in Proposal 1;

“FOR” the ratification of Ernst & Young LLP as our independent registered public accounting firm for fiscal year 2021 in Proposal 2; and

“FOR” the non-binding advisory resolution approving our executive compensation in Proposal 3.

 


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Questions and Answers about the Meeting and Voting

 

Why am I being provided these proxy materials?

 

We are providing these proxy materials to holders of shares of Cars.com Inc. common stock, par value $0.01 per share, in connection with the solicitation of proxies by our Board for the 2021 Annual Meeting of Stockholders to be held on June 9, 2021 at 9:00 a.m., Central Time, and at any postponement(s) or adjournment(s) thereof. The proxy materials include our Notice of Annual Meeting of Stockholders, this proxy statement and our 2020 Annual Report. These materials also include the proxy card for the Annual Meeting. Proxy cards are being solicited on behalf of our Board. The proxy materials include detailed information about the matters that will be discussed and voted on at the Annual Meeting and provide updated information about our Company that you should consider in order to make an informed decision when voting your shares.

 

Why did I receive a notice in the mail regarding the Internet availability of the proxy materials instead of a full set of printed proxy materials?

 

In accordance with the “Notice and Access” rules adopted by the SEC, we are delivering proxy materials to many stockholders via the Internet instead of mailing printed copies of the proxy materials to each stockholder. Using this method of distribution, we sent a Notice of Internet Availability of Proxy Materials to our stockholders on or about April 30, 2021. This Notice contains instructions for accessing and viewing our proxy materials via the Internet, voting your shares electronically and, if desired, requesting electronic or paper copies. Stockholders who have previously elected not to receive materials via the Internet will receive a copy of our proxy materials by mail.

 

How can I participate in the Annual Meeting?

 

Admission to the Annual Meeting is restricted to stockholders of record as of April 12, 2021 and/or their designated representatives.

For stockholders of record (i.e., shares held through the Company’s transfer agent, EQ Shareowner Services) as of the close of business on April 12, 2021 to participate in the virtual Annual Meeting, follow the instructions below:

 

Between 10 and 15 minutes before the 9:00 a.m. Central time start on June 9, 2021 visit http://www.virtualshareholdermeeting.com/CARS2021.

 

Under “Registration”, enter the first 13 digits of the control number received on the notice or proxy card.

 

Enter your name, email address, and indicate whether you are an individual, or representing a company or institution.

 

Use the “Vote” button to cast a vote.

For stockholders whose shares are held through an intermediary (i.e., shares held through a bank or broker or other nominee), to participate in the virtual Annual Meeting, follow the instructions below:

 

Contact your bank, broker or other nominee.

 

Use your control number provided by Broadridge in order to register for, attend and vote at the virtual Annual Meeting. Once you have this control number to participate in the Annual Meeting, please follow the steps set forth above for stockholders of record.

 

If you own shares through one of the other brokerage firms that does not use Broadridge, you can participate in the virtual meeting, by contacting your brokerage firm and asking for a “legal

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proxy.” The brokerage firm will contact Broadridge, and Broadridge will then issue a 16-digit control number to that firm to forward to you. You must contact your brokerage firm by June 4, 2021 to facilitate this request.

 

Will I be able to ask a question at the Annual Meeting?

 

We will hold a question-and-answer session with management immediately following the conclusion of the business to be conducted at the Annual Meeting.

 

You may submit a question at any time during the meeting by visiting http://www.virtualshareholdermeeting.com/CARS2021 . The Chair of the meeting has broad authority to conduct the Annual Meeting in an orderly manner, including establishing rules of conduct. A copy of the rules of conduct will be available online at the Annual Meeting.

 

What if I have technical difficulties or trouble accessing the virtual meeting website during the check-in time or during the Annual Meeting?

 

Technicians will be available to assist you if you experience technical difficulties accessing the virtual meeting website. If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call 1-844-986-0822 (domestic) or 303-562-9302 (international) for assistance.

 

How many shares must be present to hold the Annual Meeting?

 

The representation, virtually or by proxy, of a majority of the issued and outstanding shares of common stock entitled to vote at the Annual Meeting constitutes a quorum. Under our Amended and Restated Certificate of Incorporation, our Amended and Restated Bylaws and Delaware law, abstentions and “broker non-votes” are counted as present in determining whether the quorum requirement is satisfied. A broker non-vote occurs when a nominee holding shares for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary voting power for that particular item and has not received instructions from the beneficial owner.

 

How can I vote my shares?

 

As of April 12, 2021, 68,633,229 shares of our common stock, par value $0.01 per share, were outstanding. Our common stock constitutes our only outstanding class of voting securities. As a holder of our common stock, you are entitled to one vote for each share held.

If you are a stockholder of record, you may vote by proxy in three convenient ways: by telephone (1‑800-690-6903), via the Internet (www.proxyvote.com) or by signing and returning the proxy card in the pre-paid envelope provided if you received a paper copy of the proxy card. Simply follow the instructions provided on the proxy card. Stockholders of record may also vote their shares at the Annual Meeting by casting a ballot as instructed during the Annual Meeting.

If your shares are held in street name, please refer to the voting instructions provided by your bank, broker or other nominee to direct it how to vote your shares. Your vote is important. Follow the instructions from your nominee included with our proxy materials or contact your nominee to request a proxy form. To vote at the Annual Meeting, you must obtain a legal proxy from your nominee. Whether or not you plan to attend the Annual Meeting, we urge you to vote using your voting instruction card to ensure that your vote is counted.

 

What is a proxy?

 

It is your legal designation of another person to vote matters transacted at the Annual Meeting based upon the stock you own. That other person is called a proxy. If you designate someone as your proxy in a written document, that document also is called a proxy or a proxy card. Our proxy card

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designates each of Sonia Jain, our Chief Financial Officer, and Jim Rogers, our Chief Legal Officer, as proxies for the Annual Meeting.

 

If I submit a proxy, how will my shares be voted?

 

By giving us your proxy, you authorize the individuals named as the proxies on the proxy card to vote your shares in accordance with the instructions you provide. You may vote “FOR ALL”, or “WITHHOLD ALL” or “FOR ALL EXCEPT” to withhold authority to vote for any or all of the director candidates on Proposal 1; “FOR”, “AGAINST”, or “ABSTAIN” on Proposals 2 and 3. If you vote by telephone or via the Internet, you must indicate how you wish to vote on each item.

If you sign and return a proxy card without indicating your instructions, your shares will be voted:

 

FOR” the election of all eleven of the nominees to our board of directors, as described in this proxy statement.

 

FOR the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for fiscal year 2021.

 

FORa non-binding advisory resolution approving our executive compensation.

The individuals named as proxies to vote your shares will also have the discretionary authority to vote your shares, to the extent permitted by Rule14a-4(c) under the Exchange Act, on any matter that is properly brought before the Annual Meeting. As of the date of this Proxy Statement, we knew of no other matters to be presented at the Annual Meeting.

If you are a beneficial owner of shares and do not instruct your bank, broker or other nominee how you want to vote, your shares may not be voted by a record holder and will not be considered as present and entitled to vote on any matter to be considered at the Annual Meeting. Accordingly, we urge you to give instructions to your bank, broker or other nominee as to how you wish your shares to be voted so you may participate in the stockholder voting on these important matters.

 

What is the difference between a stockholder of record and a stockholder who holds shares in street name?

 

If your shares are registered in your name, you are a stockholder of record. When you properly vote in accordance with the instructions provided in the proxy card, you are instructing the named proxies to vote your shares in the manner you indicate on your proxy.

If your shares are held in the name of your broker or other institution, which is usually the case if you hold your shares in a brokerage or similar account, your shares are held in street name. Your broker or other institution or its respective nominee is the stockholder of record for your shares. As the holder of record, only your broker, other institution or nominee is authorized to vote or grant a proxy for your shares. Accordingly, if you wish to vote your shares at the Annual Meeting, you must contact your broker or other institution to obtain a “legal proxy” granting you the authority to do so. When you properly vote in accordance with the instructions provided in the proxy card, you are giving your broker, other institution or nominee instructions on how to vote the shares they hold for you.

 

May my broker vote my shares for me?

 

Brokers and other nominees holding shares in street name for their customers are generally required to vote such shares in the manner instructed by their customers. In the absence of timely instruction from you, your broker or other nominee will have discretion to vote your shares on “routine” matters. Therefore, in the absence of timely instructions from you, your broker or other nominee may vote your shares on the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for fiscal year 2021 (Proposal 2), which is considered a routine matter.

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However, if you do not instruct your broker or other nominee on how to vote your shares regarding the election of directors (Proposal 1) or regarding the non-binding advisory resolution approving our executive compensation (Proposal 3), then your shares may not be voted on these matters because neither is considered a routine matter. We urge you to instruct your broker or other nominee about how you wish your shares to be voted.

What are abstentions and broker non-votes?

 

An abstention occurs when a stockholder of record (which may be a broker or other nominee if you hold your shares in street name) is present at a meeting (or deemed present) but marks “Abstain” on one or more proposals.

 

A broker non-vote occurs when a broker or other nominee who holds shares for another does not vote on a particular item because the nominee does not have discretionary voting authority for that item and has not received instructions from the beneficial owner of the shares.

 

What is the record date and what does it mean?

 

The record date for the Annual Meeting is April 12, 2021. The record date is established by our Board as required by law and our Amended and Restated Bylaws. Owners of record of common stock at the close of business on the “record date” are entitled to receive notice of the Annual Meeting and to vote at the Annual Meeting and any adjournments or postponements of the meeting.

No stockholders becoming owners of record after the record date will be entitled to vote at the Annual Meeting or any adjournment or postponement thereof.

 

What happens if I execute my proxy, but do not provide instructions on how I wish to vote?

 

Properly signed proxy cards received by the Corporate Secretary before the close of voting at the Annual Meeting will be voted according to the instructions provided. If a signed proxy card is returned without stockholder direction on a matter, the shares will be voted as recommended by the Board.

 

What matters will be voted on at the Annual Meeting, and what are the Board’s recommendations on the proposals?

 

We are seeking your input on the composition of our board of directors, on the ratification of the appointment of our auditor and a non-binding advisory resolution approving the compensation of our Named Executive Officers (Proposals 1, 2 and 3, respectively).

 

The Board recommends you vote:

FOR” each of the eleven director nominees.

FOR” the ratification of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year 2021.

FOR” a non-binding advisory resolution approving our Named Executive Officer compensation.

 

So far as we are aware, only the above matters will be acted upon at the Annual Meeting. If any other matters properly come before the Annual Meeting, the proxy may be voted on such other matters in accordance with the best judgment of the person or persons voting the proxy.

 

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How many votes are needed to approve the proposals, and what is the effect of broker non-votes or abstentions?

 

Proposal 1: Election of Directors

In order to be elected as a director, a director nominee must receive the affirmative vote of a majority of the votes cast for the election of directors. If a director nominee does not receive this majority vote, they are not elected.

As discussed above, if your broker holds your shares, your broker is not entitled to vote your shares on this proposal without your instruction. Votes withheld and broker non-votes will have no effect on the outcome of the election of directors.

Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm

The affirmative vote of the holders of a majority of the shares represented virtually or by proxy is required to ratify the appointment of Ernst & Young LLP, an independent registered public accounting firm, as the Company’s independent certified public accountants for fiscal year 2021. Votes may be cast “For” or “Against” this proposal, or a stockholder may abstain from voting. Abstentions will have the effect of a negative vote. If you are a beneficial owner of shares registered in the name of your broker or other nominee and you fail to provide instructions to your broker or nominee as to how to vote your shares on Proposal 2, your broker or nominee will have the discretion to vote your shares on Proposal 2. Therefore, we do not expect any broker non-votes on Proposal 2. However, if you do not provide voting instructions and your broker or nominee fails to vote your shares, this will have the effect of a negative vote.

Proposal 3: Non-Binding Advisory Vote Approving the Compensation of our Named Executive Officers

The non-binding advisory resolution approving the compensation of our Named Executive Officers is advisory and is not binding on the Company, the Board or the Compensation Committee. However, the Compensation Committee will consider the outcome of the vote on this proposal when making future executive compensation decisions. Approval of this proposal requires a majority of the shares represented virtually or by proxy. Votes may be cast “For” or “Against’ this proposal or a stockholder may “abstain” from voting. Abstentions will have the effect of a negative vote.

As discussed above, if your broker holds your shares, your broker is not entitled to vote your shares on this proposal without your instruction. Broker non-votes will have no effect on the outcome of this proposal.

 

Other Items

 

If any other item requiring a stockholder vote should come before the meeting, the vote required will be determined in accordance with applicable law, the rules of the New York Stock Exchange (the “NYSE”), our Amended and Restated Certificate of Incorporation and our Amended and Restated Bylaws.

 

For additional information on how your shares will be voted, see “If I submit a proxy, how will my shares be voted?” above.

 

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May I revoke my proxy or change my vote?

 

If your shares are registered in your name, you may revoke your proxy and change your vote prior to the completion of voting at the Annual Meeting by:

 

submitting a valid, later-dated proxy card in a timely manner;

 

submitting a later-dated vote by telephone (1-800-690-6903) or via the Internet (www.proxyvote.com) in a timely manner;

 

giving written notice of such revocation to the Company’s Corporate Secretary prior to or at the Annual Meeting or by voting at the Annual Meeting; or

 

attending and voting at the Annual Meeting (although attendance at the meeting will not by itself revoke a proxy).

Where can I find the voting results of the Annual Meeting?

 

The preliminary voting results will be published in a Current Report on Form 8-K, which the Company is required to file with the SEC within four business days following the Annual Meeting. The final voting results, which are tallied and certified by an Inspector of Elections, will be published as soon as possible thereafter.

 

Who is paying for the preparation of the proxy materials, and how will solicitations be made?

 

The Company will pay the expenses of soliciting proxies including the cost of preparing and mailing, as applicable, the Notice of Internet Availability of Proxy Materials and this Notice of Annual Meeting of Stockholders and Proxy Statement. Proxies may be solicited on our behalf by directors, officers or employees in person or by telephone, mail, electronic transmission, facsimile transmission or telegram. The Company will request brokerage houses and other custodians, nominees, and fiduciaries to forward soliciting material on our behalf to stockholders, and the Company will reimburse such institutions for their out-of-pocket expenses incurred.

In addition to mail and email, proxies may be solicited directly, in person or by telephone, mail, electronic transmission, facsimile transmission or telegram, by certain of our directors, officers and employees without special compensation, other than reimbursement for expenses.

 

What does it mean if I receive more than one Notice of Internet Availability of Proxy Materials from the Company?

 

If you receive more than one Notice from the Company, this means that you have multiple accounts holding shares. These may include accounts with our transfer agent, EQ Shareowner Services, shares held by the administrator of our employee stock purchase plan and accounts with a broker, bank or other holder of record. In order to vote all of the shares held by you in multiple accounts, you will need to vote the shares held in each account separately. Please follow the voting instructions provided on each proxy card that you receive to ensure that all of your shares are voted.

 

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Can stockholders and other interested parties communicate directly with the Board?

 

Yes. We invite stockholders and other interested parties to communicate directly and confidentially with the Board, the non-executive directors as a group or any individual director by writing to any of these groups or individuals at c/o Cars.com Inc., Attention: Chairman of the Board, 300 S. Riverside Plaza, Suite 1000, Chicago, Illinois 60606. The Chairman of our Board will relay the communication to the full Board, director group or individual director as appropriate. See “Corporate Governance –Communications with All Interested Parties.”

 

How can I obtain a stockholder list?

 

A list of stockholders entitled to vote at the Annual Meeting will be open to examination by any stockholder, for any purpose germane to the Annual Meeting, during normal business hours for a period of 10 days prior to the Annual Meeting and during the Annual Meeting.

 

What is “householding”?

 

We have adopted a procedure approved by the SEC called “householding.” Under this procedure, stockholders of record who have the same address and last name will receive only one Notice or, if paper copies are requested, will receive only one copy of our 2020 Annual Report on Form 10-K and this proxy statement unless one or more of these stockholders notifies us that they wish to receive multiple copies. This procedure will reduce our printing costs and postage fees. If any stockholder residing at such an address wishes to receive a separate Notice or copy of our 2020 Annual Report on Form 10-K or this proxy statement or would like to receive separate copies of our future Notices or annual reports or proxy statements, he or she may contact our Corporate Secretary at Cars.com Inc., 300 S. Riverside Plaza, Suite 1000, Chicago, Illinois 60606 or by calling our Corporate Secretary at (312) 601-5000.

 

 

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Proposal 1: Election of Directors

General

The director nominees have the relevant skills and experience and are accordingly well-positioned to serve our Company and our stockholders. Accordingly, our Board unanimously recommends that you vote “FOR” the election of each of the nominees.

Properly executed proxies will be voted as marked. Unmarked proxies will be voted in favor of electing the persons named below (each of whom is now a director) as directors to serve until the 2022 Annual Meeting of Stockholders and until their successors are duly elected and qualified.

It is expected that all nominees proposed by our Board will be able to serve on the board of directors if elected. However, if before the election one or more nominees are unable to serve or for good cause will not serve (a situation that we do not anticipate), the proxy holders will vote the proxies for the remaining nominees and for substitute nominees chosen by the Board (unless the Board reduces the number of directors to be elected). If any substitute nominees are designated, we will file an amended proxy statement that, as applicable, identifies the substitute nominees, discloses that such nominees have consented to being named in the revised proxy statement and to serve if elected, and includes certain biographical and other information about such nominees required by the rules of the SEC.

If you have any questions or require any assistance with voting your shares, please contact our Corporate Secretary at Cars.com Inc., 300 S. Riverside Plaza, Suite 1000, Chicago, Illinois 60606 or by calling our Corporate Secretary at (312) 601-5000.

 

Our Board of Directors

Our business and affairs are managed under the direction of our Board of Directors. The Board is currently composed of eleven directors, ten of whom are independent. In evaluating the nominees for the Board, the Board and the Environmental, Social and Governance Committee (the “ESG Committee”), which was previously named the Nominating and Corporate Governance Committee, took into account the qualities they seek for directors, as discussed below under “Board Governance” and the directors’ individual qualifications, skills, and experience in conjunction with the objective of having a Board with diverse backgrounds that enable the directors to effectively and productively contribute to the Board’s oversight of the Company. 

 

Our Board represents a wide range of backgrounds, reflecting our commitment to racial, ethnic and gender diversity. We believe our diversity of experiences, perspectives, and skills contributes to the Board’s effectiveness in managing risk and providing guidance that positions the Company for long-term success in a dynamically changing business environment. We believe that diverse representation expands the Board’s understanding of the needs and viewpoints of our customers, partners, employees, governments, and other stakeholders.

 

 


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Our directors have significant combined experience serving companies that have built industry-leading online brands, including:

 

 

Rightmove, the United Kingdom’s number-one online real estate company;

 

SurveyMonkey, the world’s largest online survey company;

 

Ascential, a global e-commerce analytics company;

 

The Weather Channel Companies, a leading weather-focused media and technology company;

 

Martha Stewart Living Omnimedia, a diversified media and merchandising company;

 

Orbitz Worldwide, an online travel agency; and

 

HomeAway, an internet marketplace for vacation rentals.

 

Our Board has deep experience in online marketing and e-commerce, including directors having experience in executive positions with specific responsibility for digital customer strategies and online brand positioning at Best Buy, Office Depot, Kohl’s and AT&T and in the automotive industry as a dealer owner-operator, a previous Chief Marketing Officer at AutoNation, Inc. and founder of Cars.com Inc.

 

Finally, our Board has an extensive background in capital markets and mergers and acquisitions. Several directors have first-hand experience with mergers, acquisitions, consolidations and divestitures within various companies, and one of our directors was a Senior Managing Director in the M&A group at The Blackstone Group, one of the world’s leading investment firms.

 

Our Board is well-positioned to deliver on our goal of becoming the largest digital automotive marketplace and platform powering innovative solutions and frictionless omni-channel experiences for buyers and sellers.

 

Name

Age

Principal Occupation

Scott Forbes (Chairman)

63

Chairman, Ascential plc and Senior Independent Director of Auction Technology Group plc

Jerri DeVard

62

Founder, Black Executive CMO Alliance BECA

Jill Greenthal

64

Senior Advisor, The Blackstone Group L.P.

Thomas Hale

52

President, SurveyMonkey Inc.

Michael Kelly

63

CEO, Kelly Newman Ventures, LLC

Donald A. McGovern, Jr.

70

Board member of 180 Life Sciences; Retired Vice Chairman, Global Assurance, PricewaterhouseCoopers LLP

Greg Revelle

43

Chief Marketing Officer, Kohl’s Corp.

Jenell R. Ross

51

President, Bob Ross Auto Group

Bala Subramanian

49

Chief Digital Officer, AT&T Inc.

T. Alex Vetter

50

President and CEO, Cars.com Inc.

Bryan Wiener

50

CEO, Profitero, Ltd.

 

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Meet the Nominees

 

Below are summaries of the principal occupation, business experience, background, and key skills and qualifications of each of the nominees. The key skills and qualifications are not intended to be an exhaustive list of each nominee’s skills or contributions to the Board, but rather the specific skills and qualifications that led to the conclusion that such person should serve as a director of the Company.

Scott Forbes (Chairman)

 

Director since 2017

Independent

Age: 63

 

Chairman, Cars.com, Inc.

Through his significant board and leadership experience across online marketplaces, and the travel, real estate and digital commerce industries, Scott brings decades of expertise in building online brands, mergers and acquisitions, divestitures, operations, finance and public company operations as well as leadership in corporate governance practices.

Chair, Compensation Committee; Member, Environmental, Social and Governance Committee

Other Public Company Board Service: Senior Independent Director and Chairman of Remuneration Committee, Auction Technology Group plc (2021 - Present), Chairman of the Board and Chairman of the Nominations Committee, Ascential plc (2016 – Present)

Recent Past Public Company Board Service: Chairman of the Board and Chairman of the Nominations Committee, Rightmove plc (2005 – 2019), Chairman of the Board, Chairman of the Compensation Committee, Orbitz Worldwide, Inc. (2013 – 2015), Director, Travelport Limited (2016 – 2019)

 

Scott has over 40 years of experience in business strategy, operations, finance, mergers and acquisitions, business integration, and building online brands. Scott has had significant board experience with companies in the online marketing, real estate, travel and digital commerce industries. He currently serves as Chairman of Ascential plc, a global specialist eCommerce and information business and is Senior Independent Director of Auction Technology Group plc.

 

He previously served as Chairman of Rightmove plc, the UK’s number one online real estate company.  He also previously served as the Chairman of Orbitz Worldwide, Inc. from June 2013 until its sale to Expedia Inc. in September 2015. From 1990 to 2005, Scott held several senior level positions at Cendant Corporation and its predecessor HFS Inc., which was a leading global provider of travel and residential real estate services, operating in more than 100 countries. He established Cendant’s international headquarters in March 1999 and was Cendant’s chief executive for Europe, Middle East, Africa and Asia. During his tenure as group managing director, Scott led and participated in over 45 acquisitions and divestiture transactions.

 

Scott holds a BS in Accounting from Rutgers University.

 

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Jerri DeVard

 

 

Director since 2017

Independent

Age: 62

 

Founder, Black Executive CMO Alliance BECA

Through her extensive marketing leadership experience at large global brands, Jerri brings 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.

Member, Compensation Committee; Environmental, Social and Governance Committee

Other Public Company Board Service: Root, Inc. (2020- Present), Under Armour, Inc. (2017 – Present)

Recent Past Public Company Board Service: The ServiceMaster Company, LLC (2016 – 2018), Belk Inc. (2010 – 2016), Gurwitch Products, LLC (2009 – 2011), Tommy Hilfiger Corporation (2004 – 2006)

Recent Past Public Company Advisory Board Service: PepsiCo Inc. (2002 – 2012)

 

Jerri has more than 30 years of extensive marketing, e-Commerce, brand management and leadership experience at large global brands. Until March of 2020 Jerri served as the Executive Vice President and Chief Customer Officer of Office Depot, Inc., a global supplier of office products and services, where she led the e-Commerce and Customer Service functions, as well as Marketing and Communications. She initially joined Office Depot as Executive Vice President and Chief Marketing Officer in September of 2017, shortly before Office Depot acquired CompuCom Systems Inc. as part of its strategic transformation to a broader business services and technology products platform.

 

From March 2014 until May 2016, Jerri also served as the Vice President and Chief Marketing Officer of The ADT Corporation, a leading provider of home and business security services. She led ADT’s marketing efforts and oversaw all strategic, operational and financial aspects of its integrated marketing programs, which included brand advertising, digital marketing, communications, lead generation, sponsorships and more. From July 2012 to March 2014, Jerri was Principal of DeVard Marketing Group, a firm specializing in advertising, branding, communications and traditional/digital marketing strategies. Prior to that, she served as the Executive Vice President and Chief Marketing Officer of Nokia Corporation from January 2011 to June 2012. Additionally, from 1998 until January 2003, she served as Chief Marketing Officer at Citi. Jerri has also held senior marketing roles at Verizon Communications Inc., Revlon Inc., Harrah’s Entertainment, Inc., the NFL’s Minnesota Vikings and the Pillsbury Company.

 

Jerri holds an MBA in Marketing from Atlanta University Graduate School of Business and a BA in Economics from Spelman College, where she served as a member of the board of trustees from 2005 to 2014.

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Jill Greenthal

 

 

Director since 2017

Independent

Age: 64

 

Senior Advisor, The Blackstone Group

Through her experience as a leading investment banker and advisor, counseling global technology and media companies as they build and finance their businesses, Jill brings an extensive understanding of the internet, technology and media business as well as corporate finance, mergers and acquisitions and extensive public company board experience.

Chair, Environmental, Social and Governance Committee; Member, Audit Committee

Other Public Company Board Service: Akamai Technologies, Inc. (2007 – Present), Houghton Mifflin Harcourt (2012 – Present)

Recent Past Public Company Board Service: Flex, Ltd. (2018 – 2020), TEGNA Inc. (2015 – 2017), The Michaels Companies, Inc. (2011 – 2015), Orbitz Worldwide, Inc. (2007 – 2013)

Jill advised and financed media companies for over 30 years, having worked in all sectors of the business. Since 2007, Jill has been a Senior Advisor in Private Equity at The Blackstone Group, a global asset management firm where she works closely with the global media and technology teams to assist in investments in those sectors. From 2003 until 2007, Jill served as a Senior Managing Director in Blackstone’s M&A group.

Prior to joining Blackstone, Jill was Co-Head of the Global Media Group, a member of the Executive Board of Investment Banking and Co-Head of the Boston Office at Credit Suisse First Boston (CSFB), an investment bank. She was also Co-Head of the Boston office of Donaldson, Lufkin & Jenrette (DLJ), before its acquisition by CSFB. Prior to joining DLJ, she was Head of the Media Group at Lehman Brothers.

Jill is also a Trustee of the Dana-Farber Cancer Institute and The James Beard Foundation and is an Overseer of the Museum of Fine Arts in Boston.

Jill holds an MBA from Harvard Business School and a BA in Economics from Simmons College.

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Thomas Hale

 

Director since 2017

Independent

Age: 52

 

President, SurveyMonkey Inc.

With his leadership positions at multiple successful online companies, Tom brings comprehensive experience with web marketplaces, subscription businesses, and product and technology operations, as well as financial expertise and significant management, leadership and operational experience.

Member, Audit Committee; Environmental, Social and Governance Committee

Recent Past Public Company Board Service: ReachLocal, Inc. (2014 – 2016), Intralinks Holdings, Inc. (2008 – 2017)

Tom is the President of SurveyMonkey, Inc. (Nasdaq: SVMK), the world’s largest online survey company. Before joining SurveyMonkey in July 2016, he served as the Chief Operating Officer from July 2010 to April 2015 of HomeAway, Inc., an internet marketplace for vacation rentals, where he managed the engineering, product, design and IT/operations teams and led the company through its initial public offering and subsequent acquisition by Expedia. During his tenure at HomeAway, he transformed the company from an advertising venue into a payments-enabled marketplace serving both the peer-to-peer consumer and the business-to-business property manager markets.

Prior to joining HomeAway, Tom served as the Chief Product Officer of Linden Lab, a privately held American internet company, where he redesigned the consumer experience of Second Life, the largest user-created 3D virtual world. Prior to that, Tom held several executive positions at Macromedia, where he built out the company’s developer and knowledge worker strategies. Following the acquisition of Macromedia by Adobe Systems Incorporated, Tom was responsible for the Acrobat family of products, including the revamped user experience for Acrobat and integration of the real-time collaboration tool Adobe Connect.

Tom currently serves on the board of directors of NoiseAware, a leading noise monitoring technology company, and previously served as a member of the board of directors of ReachLocal, Inc., a public business-to-business digital marketing services firm, before its sale to Gannett Company, Inc., and of Intralinks Holdings, Inc., a public global technology provider of enterprise content management solutions, before its sale to Synchronoss Technologies, Inc.

Tom holds a BA from Harvard University.


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Michael Kelly

 

 

Director since 2018

Independent

Age: 63

 

Co-Founder, Kelly Newman Ventures, LLC

As an entrepreneur and media executive, Mike is an expert at delivering quality content to consumers across many different platforms. In addition to his past success in leading traditional and new media companies, he brings a deep knowledge of the digital space and connections with advertisers.

Member, Audit Committee; Compensation Committee

Other Public Company Board Service: Seeen plc (2019 – Present)

Recent Past Public Company Board Service: Bankrate (2012 - 2017); MediaMind (2010 – 2011)

Mike is the Co-Founder of Kelly Newman Ventures, LLC, an advisory and investment firm, and has served as its CEO since its formation in September 2016. He is currently serving as a director on the board of Entertainment AI plc, a UK-based media company. Previously, he served as the President and CEO of The Weather Channel Companies, a leading weather-focused media and technology company. He devised and led the digital transformation of The Weather Channel, launching its mobile and tablet applications that grew to over 75 million users during his tenure. The total consumer audience almost tripled and market value of the company rose by over $1 billion.

Prior to that, Mike served as the President of AOL Media Networks, a division of Time Warner, Inc. Mike and his team created one of the first data-driven digital advertising platforms of scale, acquired and integrated ten companies ($1.2 billion) and grew revenues from $600 million to $2.2 billion annually. Before AOL, he served as President of the Global Marketing group at Time Warner and prior to that he was the Founder and CEO of American Town Network, LLC. Mike was also on the launch team and became Publisher of Entertainment Weekly magazine, achieving 30% revenue CAGR for 10 straight years.

Mike has served as an advisor to numerous investment firms, consultants and companies, including Veronis Suhler Stevenson. Mike served on the board and was the compensation committee chair at publicly-traded Bankrate until its sale in 2017. He also served as the chairman of Unruly Media, a UK tech company that was acquired by NewsCorp in 2015.

He currently serves on the board of directors of Seeen plc, a UK-based media company, Quantcast Corporation, an American technology company that specializes in audience measurement and real-time programmatic advertising, American Town Network, LLC, which operates AmericanTowns.com, a content platform for local businesses and communities, Dianomi, a UK-based financial services marketing company, and Sliide, a UK-based mobile technology company and on the board of advisors of Celtra Inc., a mobile advertising company. Mike is also on the board of the American Advertising Federation and the board of councilors of the Carter Center in Atlanta and is a founding member of The Kelly Gang.

Mike holds a BA in Political Science from the University of Illinois at Urbana-Champaign.

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Donald A. McGovern, Jr.

 

 

Director since 2017

Independent

Age: 70

 

Retired Vice Chairman, Global Assurance, PricewaterhouseCoopers LLP (PwC)

Through decades of leadership at PwC and public and private company board experience, Don brings wide-ranging operational, financial, accounting, audit, restructuring, divestiture and mergers and acquisitions experience.

Chairman, Audit Committee; Member, Compensation Committee

Other Public Company Board Service:  180 Life Sciences (2020 – Current)

Recent Past Public Company Board Service: CRH, plc (2013 – 2019)

Recent Past Private Company Board Service: Neuraltus Pharmaceuticals, Inc. (2014 – 2019); eAsic Corporation (2016 – 2018)

Don has deep operational, financial and accounting experience, having retired from PwC in June 2013 following a 39-year career with the firm. During his time at PwC, Don, besides directing the U.S. firm’s services for large public company clients, was managing partner of the NY Metro Assurance practice at the time of the merger of Price Waterhouse and Coopers & Lybrand and subsequently, the managing partner of the San Jose Market (Silicon Valley). He had operational responsibility for NY Metro Assurance and for the integration, restructuring and transformation of the practice post-merger. Upon transferring to Silicon Valley in 2001, besides operational responsibility, he restructured the San Jose practice following the dot.com downturn. In addition, his recent board work with CRH included a significant restructuring of the company in 2014, involving a portfolio review of all component companies, a resulting $800 million impairment charge, a decision to sell $2.5 billion of companies and subsequent acquisition of companies for over $10 billion. In serving large public companies, such as Cisco Systems, Applied Materials and Schlumberger as the lead audit partner, Don gained extensive securities experience related to registration statements, periodic reporting, mergers and acquisitions, restructurings and divestitures and the adoption and implementation of complex accounting standards and other regulatory standards such as SOX 404 reporting. For venture capital-backed technology companies, he was the lead audit partner on over 20 Silicon Valley IPOs and concurring partner on at least 15 other IPOs. 

Don finished his career with PwC having served on the PwC Global Leadership Team from 2008 to 2013 as Vice Chairman, Global Assurance, with overall responsibility for the Global Assurance practice (revenue of $14.7 billion for the fiscal year ended June 30, 2013). Besides positions mentioned previously, he held various other leadership roles at PwC, including lead director of the board of partners and principals of the U.S. firm and a member of PwC’s Global Board.

Don is also a member of the American Institute of Certified Public Accountants and is currently licensed in California, Illinois and New York.

Don holds an MBA from DePaul University and a BA in History and Political Science from Marquette University.

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Greg Revelle

 

 

Director since 2017

Independent

Age: 43

 

Chief Marketing Officer, Kohl’s Corp.

With senior leadership experience in marketing at each of Kohl’s, Best Buy and AutoNation, Greg brings expertise in digital transformation, brand positioning, media, customer strategy and traffic generation, as well as sophisticated analytics capabilities and automotive marketing experience.

Member, Audit Committee; Compensation Committee

Recent Past Other Board Service: The Advertising Council (2016 – 2017)

Greg is the Senior Executive Vice President and Chief Marketing Officer of Kohl’s Corp., where he is responsible for Kohl’s marketing organization, including the overall marketing strategy, brand and creative, media and personalization, loyalty efforts, customer insights and analytics, corporate communications and philanthropic efforts. Greg leads the company’s focus on driving customer engagement through data-driven personalization, leadership in loyalty, accelerating customer traffic and continuing to build the Kohl’s brand.

Prior to joining Kohl’s in 2017, Greg was the Chief Marketing Officer of Best Buy Company, Inc. starting in 2014, where he played an important role as member of the turn-around executive team. He led the company’s digital transformation along with redefining Best Buy’s brand positioning and customer strategy, developing sophisticated analytics capabilities, driving significant growth in the company’s loyalty program and enhancing operational efficiency. Prior to Best Buy, Greg served as the Chief Marketing Officer of AutoNation, Inc., where he rebranded the company to consolidate 15 regional brands into one unified national brand, and developed and launched new web and mobile app e-Commerce platforms. He also served as the Vice President of Worldwide Online Marketing at Expedia Inc. and as an investment banker at Credit Suisse.

Greg holds an MBA from Harvard Business School and a BA in Finance and Economics from Princeton University.

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Jenell R. Ross

 

Director since 2021

Independent

Age: 51

 

President, Bob Ross Auto Group in Centerville, Ohio (dealership includes three franchises: Buick, GMC and Mercedes-Benz.)

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. Her real-world experience as a successful dealer owner-operator further enhances the perspectives of our Board. Jenell has the distinction of being the only African American woman who owns Mercedes-Benz and Buick-GMC dealerships.

Member, Audit Committee; Environmental, Social and Governance Committee

Other Public Company Board Service:  Hub Group, Inc. (2020 – Present)

Other Private Company Board Service:  University of Dayton, Board of Trustees (2005-Present); Dayton Chamber of Commerce, Minority Business Partnership (2010-Present); Will Allen Foundation (2012-Present); Norma J. Ross Memorial Foundation, Founder (2010 – Present)

Recent Past Private Company Board Service: Federal Reserve Bank of Cleveland (Cincinnati Branch) (2018-2020); State of Ohio Motor Vehicle Dealer Board (2012-2016); American International Automobile Dealers Association (2001-2014, chair 2013); Inaugural Board of the Dayton Performing Arts Alliance (2012-2014)

Since 2010, Jenell has been President of the Bob Ross Auto Group, a franchised dealer for Mercedes-Benz, Buick and GMC.

Jenell is the only second generation African American woman automobile dealer in the country and the Bob Ross Auto Group’s Mercedes-Benz dealership is the first African American-owned Mercedes-Benz dealership in the world. Under her leadership, the Bob Ross Group has continued to rank as a leader in Buick, GMC and Mercedes-Benz sales and customer service.

Jenell holds a BA in Sociology from Emory University. She has completed the General Motors Dealer Management Development Program and is a graduate of the National Automobile Dealers Association Dealer Candidate Academy.


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Bala Subramanian

 

 

Director since 2018

Independent

Age: 49

 

Chief Digital Officer, AT&T

From his experience at AT&T, Best Buy and T-Mobile, Bala brings digital, technology and strategy expertise across business development, corporate digital transformation, best-in-class customer experiences, technology team management and investment oversight.

Member, Audit Committee; Compensation Committee

Bala is an experienced technology and digital executive with over 16 years of leadership and management experience in digital transformations and building out best-in-class consumer experiences in competitive environments. He is a highly respected executive with a proven track record of building high-powered organizations capable of delivering complex, reliable and highly scalable solutions. Bala has been serving as the Chief Digital Officer of AT&T since April 2018, where he leads efforts to transform the digital experience of customers and employees across all touchpoints – stores, call centers, online and in-home. In addition, Bala is responsible for the company initiatives to offer multichannel experiences to customers.

From 2017 to 2018, Bala served as the Chief Digital Officer of Best Buy Company, Inc., a specialty retailer of consumer electronics, personal computers, entertainment software and appliances, where he was responsible for Best Buy's Digital Organization, including technology strategy, various growth initiatives and the product teams that supported the company’s $6 billion e-Commerce business. Prior to that, Bala served as the Chief Technology Officer of Best Buy from 2012 to 2017.

From 2008 to 2012, Bala served as Vice President, Technology Strategy and Enterprise Architecture of T-Mobile USA, Inc., one of the largest providers of wireless voice and data communications services in the United States. He held various leadership and technology strategist roles at T-Mobile from 2000 to 2008, including Senior Director, Systems Engineering & Strategy. During his time at T-Mobile, Bala was responsible for all aspects of architecture and technology strategy for the company.

Prior to 2000, Bala held various positions at Omnipoint Communications Services, Inc., Ericsson, Inc. and DSC Communications, Inc.

Bala holds an MBA from The Fuqua School of Business at Duke University, an MS from the University of Oklahoma and a Bachelor of Engineering from University of Madras.

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T. Alex Vetter

 

Director since 2017

President and CEO

Age: 50

 

President and CEO, Cars.com Inc.

Recent Past Private Company Board Service: RepairPal, Inc. (2014 – 2018), Media Management Technologies, Inc. (2005 – 2015)

 

Alex co-founded Cars.com and has served as President and CEO since November 2014. Since becoming CEO, Alex has taken Cars.com Inc. (CARS) public and transformed the Company’s 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. Alex has diversified the Company’s revenue streams with the strategic acquisitions of Dealer Inspire and DealerRater, the launch of FUEL, and the productization of Cars.com’s more than 20 years of data, accelerating CARS’ differentiated solutions strategy.  

 

Alex is passionate about empowering users and leveraging technology to drive the future of automotive retail and enable businesses to keep local at the center of digital community and commerce. He is also committed to building a diverse, equitable and inclusive workforce at CARS, and as a long-time dealer advocate, working to increase representation and drive meaningful and sustainable change within the automotive industry.

 

Prior to serving as CEO, Alex served in several senior management roles for Cars.com spanning multiple functional areas. From 2006 until 2014, he served as Cars.com’s Senior Vice President and Chief Operating Officer. In these roles, Alex envisioned and executed on a strategy to grow Cars.com’s revenue from $200 million to over half a billion in sales across seven distinct sales channels, and successfully scaled the business across diverse client bases ranging from local operators to Fortune 100 companies.

Prior to Cars.com, 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. in History and Psychology from Providence College.

 


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Bryan Wiener

 

 

Director since 2018

Independent

Age: 50

 

CEO, Profitero

As a 25-year advertising industry veteran, Bryan specializes in successfully transforming and growing companies in highly-disruptive environments.

Member, Compensation Committee; Environmental, Social and Governance Committee

Recent Past Public Company Board Service: Comscore (2017 – 2019)

Bryan is an entrepreneur and business-builder who has spent the past 25 years driving growth amid chaotic markets undergoing rapid technological transformation. He is currently serving as the CEO of Profitero, a leading global enterprise eCommerce SaaS analytics platform.

Prior to Profitero, he was the former CEO and director at Comscore, Inc., a global leader in cross-platform audience and advertising measurement. Prior to that, Bryan was Chairman and before that CEO of award-winning advertising agency 360i. In 2004, he co-founded and was co-CEO of Innovation Interactive, the parent company of both 360i and SaaS provider Ignition One, which he grew and then sold to Dentsu, Inc., a global advertising holding company, in 2010, and continued to lead within Dentsu until his departure in 2018. During his tenure, he pioneered a new kind of agency designed to help brands capitalize on change, leveraging deep expertise in data, technology and innovation. Bryan scaled the company from fewer than 40 to more than 1,000 employees worldwide and partnered with some of the largest and most iconic brands in the world.

From 2014 to 2015, Bryan concurrently served as chairman of Expion, a social content marketing software company, that was successfully acquired by Sysomos. He also 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., the early VoIP software company, where he led a two-year, $75 million EBITDA turnaround. Prior to Net2Phone, Bryan served as general manager at theGlobe.com, one of the first-ever social media companies.

Bryan currently serves on the advisory board of the S.I. Newhouse School of Public Communications at Syracuse University.

Bryan holds an MBA from the Stern School of Business at New York University and a BA from Syracuse University.

 

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Stockholder Approval Required

In order to be elected as a director, each director nominee must receive the affirmative vote of a majority of the votes cast for the election of directors. If a director nominee does not receive this majority vote, he or she is not elected.

THE BOARD UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS VOTE “FOR” THE ELECTION OF EACH AND ALL OF THE NOMINEES TO THE BOARD OF DIRECTORS.

If you have any questions or require any assistance with voting your shares, please contact our Corporate Secretary at Cars.com Inc., 300 S. Riverside Plaza, Suite 1000, Chicago, Illinois 60606 or by calling our Corporate Secretary at (312) 601-5000.

Board Governance

Director Independence

Our Board’s categorical standards of director independence are consistent with NYSE listing standards and are available in the Company’s Corporate Governance Guidelines on our website at investor.cars.com under “Governance – Governance Documents.” Our Board has determined that all ten non-executive directors (Scott, Jerri, Jill, Tom, Mike, Don, Greg, Jenell, Bala and Bryan) meet these standards and are independent directors for purposes of the NYSE listing standards. Our Board does not consider Alex, our Chief Executive Officer, to be independent. All current members of the Audit Committee, Compensation Committee, and ESG Committee are independent.

Meeting Attendance

We expect directors to attend all meetings of the Board and the committees on which they serve. The Board held seven meetings in 2020. During fiscal year 2020 all incumbent directors attended over 75% of the aggregate number of meetings of the Board and the committees on which they served. Seven directors attended the 2020 annual meeting of stockholders.

Board Leadership Structure

The roles of Chairman of the Board and CEO are separate. We believe this structure: (i) promotes balance between the Board’s independent authority to oversee our business, on the one hand, and the CEO and our management team who manage the business on a day-to-day basis, on the other hand; and (ii) allows the CEO to focus his time and energy on operating and managing the Company and to leverage the experiences and perspectives of the Chairman of the Board.

The duties of the Chairman include:

 

ensuring that the Board is effective in discharging its responsibility for setting and implementing the Company’s direction and overall strategy;

 

presiding over all meetings of the Board and all executive sessions of non- executive directors;

 

serving as liaison on board-wide business matters between the CEO and the non-executive directors, although Company policy also provides that all directors shall have direct and complete access to the CEO and other members of senior management at any time as they deem necessary or appropriate, and vice versa;

 

in consultation with the CEO, reviewing and approving agendas and materials for meetings of the Board;

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reviewing and approving meeting schedules to assure there is sufficient time for discussion of all agenda items;

 

calling meetings of the non- executive directors, if desired; and

 

being available when appropriate for consultation and direct communication if requested by stockholders.

Our Corporate Governance Guidelines provide that the independent directors meet in regularly scheduled executive sessions without management, which our directors have regularly done.

Director Nomination Process

Our Board believes that an appropriate balance of skills, attributes and experience is important for an effective board of directors. The ESG Committee is responsible for establishing director qualification criteria and identifying the key competencies, skills and desired areas of expertise for the Board as a whole. When evaluating potential directors for nomination to the Board, the ESG Committee considers: (i) whether the candidate has demonstrated, by significant accomplishment in his or her field, an ability to contribute meaningfully to the Board’s oversight of the business and affairs of the Company; (ii) the candidate’s reputation for honesty and ethical conduct in his or her personal and professional activities; (iii) the candidate’s specific experience and skills, industry background and knowledge relevant to the strategic needs of the Company; (iv) diversity of experience and perspectives, including diversity with respect to race, gender, sexual orientation, ethnicity, background and areas of expertise, and (v) other factors it deems relevant. The ESG Committee believes that diversity, background, and experience are all relevant to the strategic requirements of a successful business and seeks directors who represent a mix of backgrounds and experiences that will enhance the quality of the Board’s discussions and decision-making process.

The ESG Committee regularly reviews and evaluates the Board’s composition to determine whether the Board requires skills or experience not currently represented on the Board. In 2020 the ESG Committee retained a third-party search firm to assist in identifying and evaluating candidates meeting the profile of a director with relevant auto industry experience that would also add further diversity on the Board. As a result of that proactive search, the Board appointed Jenell as a director in April 2021.

In the event that, as part of its ongoing review and evaluation, the Board determines that it requires any additional directors, the Company’s bylaws permit the Board to expand the size of the Board of Directors and appoint persons to fill any resulting vacancies without the need for stockholder action.

The ESG Committee will consider candidates for our Board recommended by our stockholders for election at the Annual Meeting. Nominations of candidates for our Board by our stockholders for consideration at the Annual Meeting are subject to the deadlines and other requirements described under “Miscellaneous - Stockholder Proposals.”

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Committees of the Board

Our Board has three standing committees: the Audit Committee, the Compensation Committee, and the ESG Committee. The charter of each standing committee is available, free of charge, on our Investor Relations website at investor.cars.com under “Governance – Governance Documents.”

 

Name

Audit Committee

Compensation Committee

Environmental, Social and Governance Committee

Scott Forbes

 

Chair

X

Jerri DeVard

 

X

X

Jill Greenthal

X

 

Chair

Tom Hale

X

 

X

Mike Kelly

X

X

 

Don McGovern

Chair

X

 

Greg Revelle

X

X

 

Jenell Ross

X

 

X

Bala Subramanian

X

X

 

Alex Vetter

 

 

 

Bryan Wiener

 

X

X

 

Audit Committee

The Audit Committee assists our Board in its oversight of the integrity of our financial statements and the qualifications, independence and performance of our independent auditor. The Audit Committee has discretion to appoint annually our independent auditor, to evaluate its independence and performance and to set clear hiring policies for the independent auditor’s employees or former employees.

The Audit Committee’s responsibilities include the following:

 

the accounting and financial reporting processes of the Company;

 

the integrity of the financial statements of the Company;

 

the independent auditor’s qualifications, performance, compensation and independence;

 

the design, implementation and performance of the Company’s internal audit function;

 

the compliance by the Company with legal and regulatory requirements;

 

reviewing and approving or ratifying related person transactions between us or our subsidiaries and related persons; and

 

Company policies with respect to risk assessment and management, including financial, data privacy and security (including cybersecurity), business continuity, and operational risks.

The current members of the Audit Committee are Don (Chair), Jill, Tom, Mike, Greg, Jenell and Bala, each of whom our Board has determined to be “independent” under the NYSE corporate governance rules and Rule 10A-3(b)(1) under the Securities Exchange Act. Jill was re-elected to the Audit Committee in March of 2021 and Jenell was appointed in April of 2021. Our Board has determined that each member of the Audit Committee meets the NYSE’s financial literacy requirements and that Don qualifies as an “audit committee financial expert” under SEC rules. The Audit Committee met nine times in 2020.

Compensation Committee

The Compensation Committee discharges our Board’s responsibilities relating to compensation of the Company’s directors, executives, and senior officers and has overall responsibility for oversight of the

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Company’s compensation plans, policies, and programs. The Compensation Committee’s duties and responsibilities include reviewing and approving on an annual basis corporate goals and objectives relevant to compensation of the CEO and other members of the executive team as well as approving all grants of equity-related compensation. The Compensation Committee, together with the ESG Committee, reviews the Company’s Organization and Succession Plan at least annually.

The current members of the Compensation Committee are Scott (Chair), Jerri, Mike, Don, Greg, Bala, and Bryan. Our Board has determined that each member of the Compensation Committee meets the independence requirements of the SEC as well as those of the NYSE. The Compensation Committee met four times in 2020. The Compensation Committee also held one joint meeting with the ESG Committee in 2020.

The Compensation Committee has primary responsibility for administering our Omnibus Incentive Compensation Plan and in that role is responsible for approving equity grants to employees.

The Compensation Committee also oversees the organization plan and senior officer succession planning in consultation with the ESG Committee.

Under its charter, the Compensation Committee may, in its sole discretion, retain or obtain advice of a compensation consultant, independent legal counsel, or other adviser. The Compensation Committee is directly responsible for the appointment, compensation and oversight of any such consultant, counsel or adviser, and the Company shall provide appropriate funding for payment of reasonable compensation to any such consultant, counsel or adviser, as determined by the Compensation Committee. In selecting a consultant, counsel, or adviser, the Compensation Committee evaluates its independence.

During 2020, the Compensation Committee retained Meridian Compensation Partners, LLC (“Meridian”) as its consultant to advise it on executive compensation matters for which Meridian received customary fees. Meridian’s work included providing guidance regarding the treatment of equity compensation awards and related matters. After considering factors used by the Compensation Committee to evaluate independence, the Compensation Committee determined that Meridian is an independent compensation consultant in accordance with applicable SEC and NYSE rules.

Meridian participates in Compensation Committee meetings as requested by the Chair of the Compensation Committee and communicates directly with the Chair of the Compensation Committee outside of meetings. Meridian has provided the following services to the Compensation Committee:

 

participated in Compensation Committee executive sessions without management present to assist in analyzing executive compensation practices and trends, the appropriate relationship between pay and performance, and other relevant compensation-related matters;

 

advised regarding market trends and best practices;

 

consulted with management and the Compensation Committee regarding market data used as a reference for pay decisions;

 

participated in the design of the Company’s 2020 equity award programs and short-term incentive plan; and

 

advised regarding the Company’s director compensation program.

Environmental, Social and Governance Committee

The ESG Committee assists our Board in fulfilling its oversight responsibilities relating to our environmental, social and governance (“ESG”) matters, including:

 

assisting the Board by identifying individuals qualified to become directors consistent with criteria approved by the Board;

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advising, educating and making recommendations to the Board on corporate governance matters;

 

reviewing Company policies, practices and positions relating to ESG issues in order to further its corporate citizenship and sustainability responsibilities, including issues related to the environment, climate change, human rights, labor rights, and diversity and inclusion, considering the impact on internal and external stakeholders;

 

recommending Board committee appointments and chairs;

 

overseeing executive management succession planning in consultation with the Compensation Committee; and

 

leading the Board in its annual review of the performance of management and of the Board itself and its committees.

 

The ESG Committee, together with the Compensation Committee reviews the Company’s Organization and Succession Plan at least annually.

The current members of the ESG Committee are Jill (Chair), Scott, Jerri, Tom, Jenell and Bryan, all of whom have been determined by the Board to be “independent” under the NYSE corporate governance rules. Jenell was appointed to the ESG Committee in April of 2021. The ESG Committee met three times in 2020. The ESG Committee also held one joint meeting with the Compensation Committee in 2020.

Corporate Governance

The Board’s Role in Risk Oversight

Our business faces various risks, including strategic, financial, legal, operational, and accounting risks. Identifying, managing and mitigating our exposure to these risks and effectively overseeing this process is critical to our operational decision-making and annual planning processes. While management is responsible for the day-to-day management and mitigation of risk, our Board has the ultimate responsibility for risk oversight. Management reviews and discusses risks with the Board as part of the business and operating review conducted at each of the regular meetings of the Board.

 

While the Board has primary responsibility for overseeing the Company’s risk management, each committee of the Board also considers risk within its area of responsibility. Each committee regularly reports back to the Board on its risk oversight activities and invites the Board to committee meetings for the discussion of risks that the chair of that committee believes will benefit non-committee member directors. The Audit Committee has primary oversight of our risk assessment and financial risk management, including financial reporting, internal control and compliance risks and also oversees risks arising from related-party transactions, data privacy and security (including cybersecurity), business continuity and operations. At least quarterly, the Audit Committee meets separately with our internal auditor and representatives from our independent auditor. In addition, management regularly reports to the Audit Committee on litigation and regulatory developments, our compliance with the Sarbanes-Oxley Act of 2002, as amended, cybersecurity and other corporate compliance policies. The Compensation Committee reviews risks arising from our compensation programs generally, and our executive compensation programs in particular. The ESG Committee oversees risks related to our governance structure, succession planning and our policies, practices and positions to further our ESG responsibilities.

Compensation and Risk

The Company has undertaken a risk review of the Company’s employee compensation plans and arrangements in which our employees (including our executive officers) participate, to determine whether these plans and arrangements have any features that might create undue risks or encourage unnecessary and excessive risk-taking that could threaten the value of the Company. In our review, we considered numerous factors and design elements that manage and mitigate risk, without diminishing the effect of the incentive nature of compensation, including the following:

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a commission-based incentive program for sales employees that results in payout based only on measurable financial or business-critical metrics;

 

annual bonuses with a portion for executive employees that are funded based on Company performance and are paid based on a combination of quantitative and/or qualitative factors and individual performance; and

 

our practice of awarding long-term equity grants to our executives upon hire and annually in order to directly tie the executive’s expectation of compensation to their contributions to the long-term value of the Company.

Based on our review, we concluded that any potential risks arising from our employee compensation programs, including our executive programs, are not reasonably likely to have a material adverse effect on the Company.

 

Communications with All Interested Parties

If a stockholder or any interested party has any concern, question or complaint regarding any accounting, auditing, or internal controls matter, any issues arising under our Code of Conduct or any other matter that he or she wishes to communicate with the Board, the non-executive directors as a group, or any individual director, the stockholder or interested party may write to any of these groups or individuals at Cars.com Inc., Attention: Chairman of the Board, 300 S. Riverside Plaza, Suite 1000, Chicago, Illinois 60606. The Chairman of our Board will relay the communication to the full Board, director group, or individual director as appropriate. From time to time, the Board may change the process for stockholder communication with the Board or its members. Refer to our website at investor.cars.com under “Governance” for any changes in this process.

Whistleblower Hotline

The Board has established a means for employees, customers, suppliers, stockholders and other interested parties to submit confidential and anonymous reports of suspected or actual violations of our Code of Conduct or other matters. Any employee, stockholder, or other interested party may call the hotline and submit a report. The hotline is operational 24 hours a day, seven days a week. Information on our hotline is available in our Ethics Reporting Guidelines, which are available on our website at investor.cars.com under “Governance,” our Code of Conduct, our Employee Handbook, our annual employee training and our employee intranet.

Availability of Corporate Governance Documents

Our Corporate Governance Guidelines, Code of Conduct, Ethics Reporting Guidelines, and other corporate policies may be viewed on our website at investor.cars.com under “Governance.” In addition, these documents are available in print to any stockholder who requests them by writing to Investor Relations at the Company’s headquarters.

Compensation Committee Interlocks and Insider Participation

Scott, Jerri, Mike, Don, Greg, Bala and Bryan are the members of the Compensation Committee. No Compensation Committee member has ever been an officer or employee of the Company. No executive officer of the Company currently serves, or during the past year has served, as a member of the board of directors of any other entity that has one or more executive officers serving on our Board or Compensation Committee.

Director Share Ownership and Retention Policy

Our non-executive directors are subject to minimum share ownership and share retention requirements. Under these requirements, our non-executive directors are expected to hold shares of our common stock with a value of three times the annual cash retainer (the current requirement is $225,000). Our

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nonexecutive directors are expected to hold at least 50% of the shares received from the Company as compensation until the stock ownership requirements are met.

Environmental, Social and Corporate Governance

Corporate responsibility at the Company is driven by our desire to build a culture and business that cares about our people, our customers, our community and our planet. Upholding the highest standards of integrity, inclusion and responsible business operating practices is one of our highest priorities. Our long-term approach is to integrate best practices and emerging norms in the areas of environmental consciousness, social responsibility, ethics, diversity and inclusion, corporate governance, and data privacy into our strategy and actions as a company.

To meet the expectations of our stakeholders and to earn and maintain their trust, we continue to update our sustainability and social responsibility policies and processes. We manage our business with ESG criteria as important operational considerations, including the following:

 

Tying a portion of 2021 executive incentive compensation to the Company’s ESG strategy by creating individual plans of action with specific ESG goals;

 

Talent development and retention policies;

 

Workforce/labor policies including an Employee Code of Conduct, a whistleblower policy, and an anti-harassment policy;

 

Policies to ensure appropriate focus on data security and privacy;

 

Sustainability practices that reduce overall energy consumption and GHG emissions, including the transition in 2021 to an external cloud services provider, thereby reducing the emissions from our data warehousing activities;

 

Additional volunteer opportunities to serve the communities in which we operate and the furthering of our partnership with the National Association of Minority Automobile Dealers to provide technologies and tools to help their businesses;

 

Company policies with respect to risk assessment and risk management, including financial, data privacy and security (including cybersecurity), business continuity, and operational risks; and

 

Responsible corporate governance mechanisms that protect stockholder rights and increase board transparency and accountability.

The ESG Committee has primary responsibility for these activities generally, including assuring that the three standing committees of the Board fulfill their responsibility to oversee risk management of ESG issues within the specific areas of their competence.

Please visit our Corporate Responsibility page at investor.cars.com/ESG for more information.

Compensation of Non-Executive Directors

Under the Company’s Non-Executive Director Compensation Program, each of our non-executive directors receives the following for the applicable director compensation year:

 

an annual cash retainer of $75,000, payable quarterly, which was temporarily reduced by 20% ($15,000) per quarter for two quarters in 2020 in response to the COVID-19 pandemic (plus, commencing in 2021, an additional $1,000 per meeting if the number of meetings of any one committee exceeds eight meetings per year);

 

an annual equity award in the form of restricted stock units (“RSUs”) with a grant date value equal to $150,000 (increased to $180,000 commencing in 2021), which will vest on the terms described

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in the table below and be eligible for dividend equivalents that would be deemed to be reinvested in shares of our common stock; and

 

an additional annual cash retainer of $20,000, payable quarterly, to committee chairs, which was temporarily reduced by 20% ($4,000) per quarter for two quarters in 2020 due to the COVID-19 pandemic, and an additional annual equity award to the independent Chairman of the Board in the form of RSUs with a grant date value equal to $75,000, which will vest on the terms described below and be eligible for dividend equivalents.

 

Non-executive directors are generally afforded the option to defer receipt of their equity awards after their vesting date.

2020 Director Compensation Table

The following table shows the compensation paid to our non-executive directors for their service on the Board during the fiscal year ending on December 31, 2020. Alex, our President and CEO, did not receive additional compensation for his service on the Board. Alex’s compensation is described in the “2020 Summary Compensation Table.”

 

Name

Fees Earned or

Paid in Cash ($)(1)

 

Stock Awards ($)(2)

 

Total ($)

 

Scott Forbes

 

85,500

 

 

225,002

 

 

310,502

 

Jerri DeVard

 

67,500

 

 

150,001

 

 

217,501

 

Jill Greenthal

 

85,500

 

 

150,001

 

 

235,501

 

Thomas Hale

 

67,500

 

 

150,001

 

 

217,501

 

Mike Kelly

 

67,500

 

 

150,001

 

 

217,501

 

Don McGovern

 

85,500

 

 

150,001

 

 

235,501

 

Greg Revelle

 

67,500

 

 

150,001

 

 

217,501

 

Bala Subramanian

 

67,500

 

 

150,001

 

 

217,501

 

Bryan Wiener

 

67,500

 

 

150,001

 

 

217,501

 

 

 

 

 

 

 

 

 

 

 

 

(1)

Reflects annual cash retainer of $75,000, which was temporarily reduced to $15,000 per quarter for two quarters in 2020, and an additional annual cash retainer of $20,000, which was likewise temporarily reduced to $4,000 per quarter for two quarters in 2020, for service as a committee chair, if applicable, all paid quarterly.

 

(2)

On May 18, 2020, an annual equity award in the form of 27,076 RSUs was granted to each non-executive director based on a grant date value equal to $150,000. Scott received an additional annual equity award of 13,538 RSUs based on a grant date value equal to $75,000 for serving as the independent chair. Each of these RSUs will vest on the earlier of May 14, 2021 or the day preceding the 2021 Annual Meeting of Stockholders. Directors were entitled to convert their RSUs to Restricted Stock Awards (“RSAs”) and make an 83(b) election with respect to such RSAs. Jerri, Tom, Don and Greg made such elections converting their RSUs to RSAs, with such RSAs having the same vesting schedule as the RSUs.

 

 

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Our Executive Officers

Alex, our CEO, helped build Cars.com from launch, serving the Company for over 20 years. Other members of the team include Sonia Jain, our Chief Financial Officer, Doug Miller, our Chief Revenue Officer and Jim Rogers, our Chief Legal Officer. Additional members of our executive team have experience in digital product development, online brand strategy, growth marketing and redesigning customer experience at leading online companies including Twitter, Orbitz, Vivid Seats, Belly, Enova, and Avant, and others have automotive experience with leading OEMs and operating dealerships. Our executive team has the right skills to help us connect car buyers and car sellers more intelligently and efficiently, and to position Cars.com Inc. as the leading digital solutions provider for auto dealers, automobile manufacturers, buyers and sellers.

Information on Alex, who is also a member of our Board, can be found above under “Proposal 1: Election of Directors – Meet the Director Nominees – T. Alex Vetter.” Information on Sonia, Doug and Jim can be found below.

Sonia Jain

 

 

 

 

Chief Financial Officer

 

Age: 41

 

Sonia has served as Chief Financial Officer since July 2020. She leads accounting, finance and analytics, treasury, investor relations, and strategic planning.

 

Prior to joining Cars.com, Sonia spent 10 years in various finance roles with Outerwall and Redbox, an innovative consumer-facing media and technology Company now owned by Apollo Global Management. She served as the Chief Financial Officer of Redbox from 2016 to 2020 and as a board member in 2020. During her tenure at Redbox, Sonia helped launch Redbox On Demand, a digital streaming service, and Redbox Entertainment, a division that acquires and produces new content. She also drove improved business performance through pricing strategy and content curation.

Sonia previously worked at both Morgan Stanley and McKinsey.

 

She holds an MBA from Harvard Business School and a BSE and MS in Electrical Engineering from Princeton University and the Massachusetts Institute of Technology, respectively.

 

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James F. Rogers

 

Chief Legal Officer

Age: 68

 

 

 

Jim has served as Chief Legal Officer since October 2016. He is responsible for the legal aspects of the Company’s securities and corporate governance, and as such leads the Company’s compliance and ethics, cybersecurity and privacy functions. He also manages the legal aspects of the Company’s M&A, commercial and contract, intellectual property, executive compensation, and labor and employment activities. Jim has helped Cars.com achieve a number of important milestones, including spinning off as an independent, publicly traded company, acquiring Dealer Inspire, establishing a $900 million credit facility and later refinancing the facility and issuing senior notes, as well as advancing the Company’s risk management, compliance and ESG programs.

Prior to joining Cars.com, Jim served as the Senior Vice President and General Counsel for Orbitz Worldwide, Inc., a global online travel company. Jim was also the Senior Vice President and General Counsel for TLC Vision Corporation, a private equity-backed vision care company. Before joining TLC Vision Corporation, he was a partner with Latham & Watkins LLP. Early in his career Jim clerked for the Hon. Ruth Bader Ginsburg and for the Hon. Charles Clark.

Jim holds a JD from Columbia Law School, an MPA in Economics and Public Policy from Princeton University and a BA in Economics from Yale University.

Doug Miller

 

Chief Revenue Officer

Age: 50

 

 

 

Doug has served as Chief Revenue Officer since July 2018. He oversees the Company’s sales channels and revenue operations, building on customer relationships with local automotive dealers as well as major dealer groups, national brands and OEMs. Doug is leading the transformation of the go-to-market organization to help expand the Company from a listings model to a business where media, digital solutions and data all work together to support customers’ goals and growth of the business.

Prior to joining Cars.com, Doug served as Chief Revenue Officer at online consumer marketplace LivingSocial, where he helped grow the company from a small start-up to a global enterprise with nearly $2 billion in sales. Previously, Doug held executive positions at Expedia, Ticketmaster and Citysearch.

Doug holds a BA in Sociology from Hamilton College in Clinton, NY.

 

 


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Compensation Discussion and Analysis

The Compensation Committee is committed to the close alignment of our executive pay programs with Company and individual performance and our stockholders’ interests, while ensuring we can attract and retain key talent in the organization. In this section, we describe the material components of our executive compensation program for the following individuals, who were “Named Executive Officers” (or “NEOs”) of Cars.com Inc. during the fiscal year ended December 31, 2020:

 

Name

Position with Cars.com Inc.

Alex Vetter

Chief Executive Officer

Sonia Jain (1)

Chief Financial Officer

Jandy Tomy (2)

Vice President, Treasurer – former interim Chief Financial Officer

Becky Sheehan (3)

Former Chief Financial Officer

Jim Rogers

Chief Legal Officer

Doug Miller

Chief Revenue Officer

(1) Sonia was hired as Chief Financial Officer on July 6, 2020.

(2) Jandy served as interim Chief Financial Officer from January 10, 2020 to July 5, 2020.

(3) Becky resigned the position of Chief Financial Officer, effective January 10, 2020.

 

The Compensation Discussion and Analysis is organized into four sections:

 

 

Our Compensation Philosophy

 

Role of the Compensation Committee, Management, Compensation Consultants and Peer Groups

 

Elements of Our Executive Compensation Practices

 

Executive Compensation Policies and Arrangements

 

Our Compensation Philosophy

Our executive compensation program is designed to attract, motivate, retain and fairly reward highly skilled executives who bring the business acumen necessary to achieve our long-term business objectives. We pay for performance and design executive compensation programs that reward short- and long-term performance and align the financial interests of executive officers with those of our stockholders. To that end, the compensation packages provided to our executives include both cash- and equity-based components. We evaluate performance and compensation levels to ensure that:

 

We maintain our ability to attract and retain outstanding employees in executive positions

 

Executive compensation remains competitive with the compensation paid to similarly situated executives at comparable companies

 

Compensation programs are applied in an internally consistent manner

What We Do in Our Compensation Programs

 

Establish, communicate and monitor measurable goals and objectives

 

Review total compensation when making executive compensation decisions

 

Establish maximum award levels for short- and long-term incentive plans

 

Obtain advice of an independent compensation consultant

 

Assess our programs against peer companies and best practices

 

Require executives to pre-clear all stock transactions

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Avoid incentives that encourage excessive risk

 

Annually assess risk associated with our compensation program

 

Require adherence to our executive stock ownership and holding guidelines

 

Subject incentive compensation of executives to our clawback policy

 

Engage with stockholders regarding perspectives on executive compensation

 

What We Do Not Do in Our Compensation Programs

 

No tax gross-ups on change in control

 

No single-trigger change-in-control payments

 

No dividends or dividend equivalents on unearned or unvested share units

 

No hedging transactions or short sales involving Company stock

 

No pledging of Company stock as collateral or depositing or holding Company stock in a margin account

 

No executive perquisite programs


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Role of the Compensation Committee, Management, Compensation Consultants and Peer Groups

Role of the Compensation Committee

Our Compensation Committee is responsible for establishing the compensation of our NEOs and other senior officers.

The Compensation Committee oversees (i) administration of the Company’s executive compensation plan, policies and programs, including corporate goals and objectives relating to compensation, short-term bonus (incentive) plans and long-term equity compensation plans, (ii) approval of grants of equity awards, and (iii) senior officer organization and succession planning.

The Compensation Committee is appointed by the Board. For the purposes of this Compensation Discussion and Analysis, we refer to the Compensation Committee as the “Committee.”

 

Role of Executive Officers

Management participates in the review and refinement of our executive compensation program. The CEO meets with the Committee to discuss compensation packages for the executive team and to review the performance of the Company and each executive, other than himself, and makes 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 Committee determines the annual compensation package for each executive.

Role of Compensation Consultants

The Committee retained Meridian, an independent compensation consulting firm, to assist in the review of our 2020 compensation plans, the outcomes of our compensation practices and insights into peer group pay practices for positions held by the NEOs.

We also use non-customized surveys or other data from compensation consulting firms. A more detailed description of the compensation peer group review and use of survey and other data provided by compensation consultants is included below in the section titled “Role of Peer Groups, Surveys and Benchmarking.”

Role of Peer Groups, Surveys and Benchmarking

We consider multiple sources of data to evaluate the fairness of potential rewards associated with our compensation structures and whether they meet our compensation objectives. We also consider how our compensation practices compare to market practices among relevant companies in terms of size, industry and geography. Among other factors considered are the following, when available, regarding compensation for executives:

Data from base salary, bonus and equity compensation surveys that include companies of a similar size, based on market capitalization and revenues;

Compensation data for executive officer 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).

The Committee may consider competitive market compensation of peer group companies but does not attempt to maintain a certain target percentile within the peer group or otherwise rely solely on such data. The Committee strives to incorporate flexibility into the compensation programs and processes to respond to and adjust for its evolving business and the value delivered by the executive officers.

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2020 Peer Groups

For 2020, with the assistance of Meridian, the Committee utilized a compensation peer group in order to assess alignment and competitiveness of the compensation of our NEOs with industry peers regarding pay levels, performance criteria and pay structure and design. The 2020 peer group includes 16 companies.  With the exception of CarGurus, Inc., which was added for 2020, all of the companies listed below were utilized in 2019, 2018 and 2017. No firm was removed from the list in 2020. In connection with the Compensation Committee’s approval of executive officer base salary, incentives and equity compensation discussed below in the sections titled “Elements of Our Executive Compensation Practices,” data regarding compensation practices for comparable executive officer positions at the following peer companies were considered:

 

Executive Officer Peer Group

CarGurus, Inc.

J2 Global, Inc.

Carvana Co.

LogMeIn, Inc.

Cornerstone OnDemand, Inc.

Match Group, Inc.

CoStar Group, Inc.

Shutterstock, Inc.

Endurance International Group Holdings, Inc.

TripAdvisor, Inc.

Gogo Inc.

TrueCar, Inc.

Groupon, Inc.

Yelp Inc.

Grubhub Inc.

Zillow Group, Inc.

Stockholder Engagement

 

Maintaining a strong relationship with our stockholders to understand their perspectives is an important part of the Company’s success and can increase corporate accountability, improve decision making and help create long-term value. Our senior management team, including the President and Chief Executive Officer, the Chief Financial Officer, and Head of Investor Relations, as well as our Chairman of the Board regularly engage in meaningful dialogue with our stockholders through in-person and teleconference meetings, earnings calls and other channels of communication. The Company engages in proactive outreach to stockholders to discuss and receive input, provide additional information, and address questions about our business strategy, executive compensation programs, corporate governance, ESG integration and other topics of interest to our stockholders. These engagement efforts allow us to better understand our stockholders’ priorities and perspectives and provide us with useful input concerning these topics.

 


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Elements of Our Executive Compensation Practices

As described below, the key elements of our compensation package for NEOs are base salary, short-term (annual) cash incentive plan (“STIP”) awards, equity-based awards, and our benefits programs.

 

Pay Elements

Objective

Benefit to Stockholders

Base Salary

 

Provides NEOs with competitive level of fixed compensation

 

Reflects individual performance and scope of responsibilities, as well as the competitive market for executive talent

Competitive salaries help us attract and retain talented executives

 

STIP

Rewards executives for achieving annual company and individual goals

Focused on meeting key short-term business objectives and performance metrics

Equity-Based Awards

 

Provides equity awards for NEOs to focus on long-term stockholder value creation

 

 

Award value is based on long-term growth of the Company’s stock price

 

Assists in retention of key executives

Pay Mix, Awards, and Targets

Each executive officer’s compensation has been individually designed to provide a combination of fixed and at-risk compensation that is tied to achievement of the Company’s short- and long-term objectives.

Equity grants represent a significant portion of our executives’ total direct compensation (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 executives as it reaffirms our philosophy of paying for performance and aligning compensation directly to long-term value and growth of the Company.

The following charts show the weight of each element of compensation relative to target direct compensation for our CEO and the other NEOs, in the aggregate:


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In 2020, 90% of aggregate CEO target direct compensation was variable compensation. Of that 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 equity-based awards with multi-year vesting periods.

 

 

In 2020, 76% of aggregate NEO (other than CEO) target direct compensation was variable compensation. Of that amount, 27% was in the form of the STIP cash-based award and the remaining 73% was in the form of Long-Term Incentive Plan equity-based awards with multi-year vesting periods.

 

Base Salary

 

We offer base salaries that provide fixed compensation to executives for performance of day-to-day services. Each NEO’s base salary is generally reviewed annually to determine whether an adjustment is warranted or required based on the competitive market, the economic environment and the individual’s performance.

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In determining base salaries for our NEOs, the Committee considers a number of factors, including:

 

The scope of responsibilities, prior experience and qualifications;

Past individual performance;

Base salary and total compensation relative to other executives in similar positions;

Competitive market conditions and market data; and

Recommendations of the CEO, other than with respect to his own compensation.

 

The Committee approved salaries increases for certain of our NEOs for 2020.

Name

2019 Annual Base Salary ($)

2020 Annual Base Salary ($)

Alex Vetter

566,500

$650,000

Sonia Jain

-

$480,000

Jandy Tomy

276,750

$285,000

Jim Rogers

360,500

$360,500

Doug Miller

400,000

$412,000

The 2020 salary of Becky Sheehan, our former CFO, was $515,000 when she resigned her employment with us on January 10, 2020.

Short Term Incentive Plan (STIP) Awards

 

We offer our NEOs the opportunity to earn STIP awards based on achieved performance against Committee-approved performance goals. The 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 STIP awards shall be paid to each NEO.

Overview of 2020 STIP Awards

 

In 2020 our NEOs participated in our STIP program. The Committee set each NEO’s 2020 target STIP award opportunity (expressed as a percentage of base salary) based on a number of factors, including the NEO’s scope of duties and responsibilities, internal pay equity considerations and competitive market conditions and data. The cash payout under this program was based on the following Committee-approved performance factors: (i) the Company Performance Factor (CPF), which related to achieved performance against two equally weighted performance metrics, Adjusted EBITDA (as defined in the Company’s Credit Agreement) and Revenue, and (ii) the Individual Performance Factor (IPF), which related to each NEO’s performance.

 

Based on achieved performance against the two financial metrics, an NEO may earn between 0% and 200% of the NEO’s target STIP opportunity. The threshold payout for Adjusted EBITDA was set at 12.5% of the NEO’s target STIP opportunity and the threshold payout for Revenue was set at 25% of the NEO’s target STIP opportunity. As described below, the amount earned under the financial metrics is subject to adjustment based on an NEO’s IPF.

 

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Impact of COVID on 2020 STIP Calculation

 

Building off our strong financial and business performance in the fourth quarter of 2019, we began the year with impressive Q1 2020 results. By the middle of March, however, the COVID-19 crisis began to have a significant and unavoidable impact on our industry, customers, employees and consumers with a disproportionate amount of that impact being in the second quarter. Recognizing the severity with which the crisis would impact our customers, we issued financial support in the form of discounts for the second quarter to help our customers during a period of reduced auto sales and cash flow and to signal our commitment to the dealer community. At the same time, we negotiated significant cost-reductions with many of our vendors, negotiated additional flexibility in our debt covenants and made material expense reductions.

 

In response to the exogenous and unanticipated economic impacts caused by the pandemic, the Committee determined that it should maintain the STIP performance targets it had adopted earlier in year, but judge performance against those targets without regard to the second quarter, the period when the Company issued discounts to customers. The Committee concluded that the Company had performed exceptionally in response to the pandemic and wanted to measure such performance objectively, which was best achieved by looking outside the period directly impacted by the customer discounts.

 

Accordingly, the Committee determined to modify the calculation for Revenue and Adjusted EBITDA for 2020 to exclude the results of the second quarter and annualize the results of the other three quarters in calculating the CPF based on the targets the Committee had originally approved. The Committee recognized that this would not entirely eliminate the financial effect of the pandemic on the Company but felt that this adjustment would strike an appropriate balance. Recognizing that the Company’s performance, while admirable in light of the pandemic, was still below what had originally been anticipated, the Committee determined that the revised results should not lead to a CPF in excess of 100%, and ultimately concluded that 95% was the appropriate level for 2020.

 

Determination of 2020 STIP Awards

 

Using the modified annualized Revenue and Adjusted EBITDA calculations described above, the table below shows target, threshold and maximum goals for each financial metric, 2020 results achieved against these goals and the CPF payout calculation (expressed as a percentage of target STIP opportunity) for each financial metric. This calculation would have resulted in an aggregate CPF calculation of 127.9%, but the plan adopted by the Committee capped the CPF at 100%, and the Committee ultimately determined to set the CPF at 95%.

Financial Metrics

Goal Weighting

Threshold $ (Payout %)

Target $

Maximum $

2020

Results $(1)

Performance Payout %

 

 

37.5%

100%

200%

 

 

Revenue ($ in millions)

50.0%

$556.5 (25%)

$618.3

$680.1

$594.0

45.1%

Adjusted EBITDA ($ in millions)

50.0%

$149.4 (12.5%)

$166.0

$182.6

$176.9

82.8%

 

(1)

2020 results for Revenue and Adjusted EBITDA modified to exclude the results of the second quarter and annualize the results of the other three quarters.

In general, based on an NEO’s individual performance, the CEO recommends to the Committee (other than for himself) the NEO’s IPF, which may range between 0% to 150%. The Committee determines the CEO’s IPF. For 2020, the Committee determined to award bonuses to each NEO at target, resulting in an IPF of slightly more than 105%, in recognition of his or her leadership and execution during the unprecedented challenge and uncertainty engendered by the COVID-19 crisis. Note that for Sonia, the terms of her offer letter dictated a 100% CPF, resulting in an IPF of 100% to yield a bonus at target.

 

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Based on such payout percentages, the Compensation Committee approved the following determination of each NEO’s 2020 cash award under the STIP:

 

Name(1)

2020

Annual STIP Target (%) of Base Salary

2020 

Annual STIP Target ($)

2020

CPF %

2020

IPF %

2020

STIP Award ($)

Alex Vetter

110%

$669,075

95.00%

105.263%

$669,075

Sonia Jain(2)

100%

$234,769

100.00%

100.0%

$234,769

Jandy Tomy

50%

$138,938

95.00%

105.0%

$138,590

Jim Rogers

50%

$180,250

95.00%

105.263%

$180,250

Doug Miller

110%

$446,600

95.00%

105.263%

$446,600

 

(1)

Becky Sheehan was ineligible for a 2020 STIP payout as a result of her termination of employment on January 10, 2020.

 

(2)

Sonia’s award is prorated from her July 6 hire date at 100% of target, pursuant to the terms of her offer letter.

Long-Term Incentive Plan (LTIP) – Equity Awards

The LTIP awards are designed to drive achievement of long-term operational and financial goals and increased stockholder value, as well as to attract and retain key talent over a sustained time period. Target long-term incentive awards are based on a percentage of base salary or a fixed dollar amount. In 2020, the 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.

In the first quarter of 2020, the Committee approved grants of RSUs to each NEO. Although the Committee had granted performance-based RSUs (“PSUs”) to the NEOs in 2018 and 2019, in light of the Company’s ambitious strategic transformation and the competitive dynamics for attracting, retaining and rewarding the talent essential to achieving its strategic plan, the Committee determined that RSU awards would best address the primary objectives that the Committee felt were appropriate. Further the Committee recognized the need to ensure that the NEOs held sufficient equity as a proportion of aggregate compensation.

The Committee and Meridian conducted an extensive benchmarking and analysis of CEO pay in advance of setting CEO compensation for periods beginning in 2020. Based on analysis of the full peer group and the most relevant subset of peer data as well as the successful achievement of the Company’s strategic goals under the CEO’s leadership, the Committee determined that the most appropriate allocation of LTIP awards beginning in 2020 should be composed of two distinct grants. For 2020, 50% of the award value was issued as RSUs and 50% was issued as Non-Qualified Stock Options.

2020 Restricted Stock Units (RSUs)

The number of RSUs granted was determined by dividing the allocated value of each grant by the closing share price of a share of Cars.com Inc. common stock on the date of grant. The 2020 RSUs vest ratably over a three-year period. Generally, an NEO must be employed through each vesting date to avoid forfeiting any unvested RSUs. RSUs that vest on each vesting date are settled in shares of common stock, less shares that may be withheld by the Company for payment of taxes. The following table shows the number of RSUs granted to our NEOs in 2020.

 

Name

Number of Securities Underlying

RSUs Granted in 2020

Alex Vetter

462,963

Sonia Jain

164,668

Jandy Tomy

55,556

Becky Sheehan

0

Jim Rogers

100,139

Doug Miller

156,408

 

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2020 Non-Qualified Stock Options (NQSO)

The Stock Options issued to Alex represent 50% of his Target LTIP amount. The number of Stock Options issued was determined by Meridian using the Black-Sholes option pricing model using a 30-day average stock price.  The Options have a 10 year-expiration and will vest 100% on March 1st, 2023 if Alex continues in employment through that date.

 

Number of Securities Underlying

Stock-Options in 2020

Alex Vetter

513,228

 

Other Compensation

In addition to the primary elements of compensation (base salary, cash bonuses and equity awards) described above, the NEOs may participate in benefit programs generally available to our employees, including a 401(k) plan that provides for matching contributions up to a stated limit.

 

Executive Compensation Policies and Arrangements

Employment Arrangements

 

Generally, we do not enter into formal employment agreements with our executive officers. However, we do enter into offer letters, which include employment terms, as we have with Alex, Sonia, Doug and Jim, as summarized below. In addition, in order to attract and retain executives, the Company sometimes finds it appropriate to provide sign-on bonuses (typically reflected in the offer letter) or award bonuses in recognition of interim service beyond the executive’s normal role, as we did for Sonia and Jandy, respectively. 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.

 

Stock Ownership Guidelines

The Company is committed to fostering a compensation structure that aligns each executive’s interests with those of its stockholders. As a key part of these alignment efforts, the Board adopted stock owner-ship guidelines that require each senior executive, including each NEO, to maintain a meaningful level of investment in our common stock. The levels of stock ownership are reviewed by the ESG Committee to evidence compliance with the guidelines. Senior executives are expected to hold shares (at least 50% of the net shares received after shares are withheld by the Company in payment of withholding taxes) received under equity grants until the stock ownership requirements are met. The following table reflects the minimum stock ownership guideline for the senior officers, including the NEOs.

 

Executive

Minimum Guideline
Multiple

of Base Salary

President and CEO

5x

Chief Financial Officer

2x

Chief Legal Officer, Chief Revenue Officer and other direct reports to the President and CEO

1x

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Hedging and Other Prohibited Transactions Policy

Our Insider Trading Policy prohibits employees (including executive officers), directors and their family members, from engaging in short sales, directly or indirectly, trading in puts or calls, options, warrants or similar instruments relating to Company securities or selling such securities “short” (i.e., selling stock that is not owned and borrowing the shares to make delivery), day-trading or hedging with respect to Company securities. These restrictions are also applicable to hedging transactions through the purchase of financial instruments, such as prepaid variable forward contracts, equity swaps, collars and exchange funds, trading on margin or in margin-related derivatives, or any financial instruments or derivatives or entering into any contracts, warrants or the like for the purpose of hedging price movements in Company securities. Additionally, directors and executive officers may not, directly or indirectly, pledge Company securities as collateral on any debt instrument.

Incentive Compensation Clawback Policy

In March 2019, in line with evolving best practices in corporate governance, the Committee adopted a clawback policy that applies to compensation granted to current and former executives after its adoption. The policy provides that in the event of either (i) a material accounting restatement resulting from material noncompliance with financial reporting requirements, or (ii) misconduct that involves a material violation of law or the Company’s policies resulting in significant harm to the Company, the Committee is authorized to recover any excess incentive compensation that was received by certain employees, including current and former executive officers, taking into account such factors as the Committee deems appropriate.

Tax and Accounting Considerations

Although the Committee considers tax and accounting consequences in making its determination, the Committee designs and administers compensation programs that it believes are in the best interests of us and our stockholders.

 

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Compensation Committee Report

The Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis provided above. Based on its review and discussions, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this proxy statement and the Company’s Annual Report on Form 10-K for the year ended December 31, 2020.

 

The foregoing report was submitted by the Compensation Committee of the Board and shall not be deemed to be “soliciting material” or to be “filed” with the SEC or subject to Regulation 14A promulgated by the SEC or Section 18 of the Exchange Act and shall not be deemed incorporated by reference into any prior or subsequent filing by us under the Securities Act or 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

Bryan Wiener

 

 

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Named Executive Officer Compensation

 

2020 SUMMARY COMPENSATION TABLE

 

 

 

The following Summary Compensation Table for fiscal years 2020, 2019 and 2018 contains compensation information for our NEOs: (i) Alex Vetter, who has served as President and CEO; (ii) Sonia Jain, Jandy Tomy and Becky Sheehan, who all served as Chief Financial Officer; and (iii) Jim Rogers and Doug Miller, who were our two other most highly compensated executive officers during the year ended December 31, 2020.

 

 

 

Name and Principal Position

Year

Salary

Bonus

 

Stock

Awards

 

Option Awards

 

Non-Equity

Incentive Plan

Compensation

 

All Other

Compensation

 

Total

Compensation

 

 

 

($)

 

 

($)(1)

 

($)(2)

 

($)(3)

 

($)(4)

 

($)(5)

 

($)

 

Alex Vetter

2020

 

608,250

 

 

 

 

2,500,000

 

 

1,434,626

 

 

669,075

 

 

11,400

 

 

5,223,351

 

President and CEO

2019

 

566,500

 

 

 

 

3,750,002

 

 

 

234,928

 

 

11,200

 

 

4,562,630

 

 

2018

 

563,750

 

 

 

353,458

 

 

3,750,048

 

 

 

308,202

 

 

11,000

 

 

4,986,458

 

Sonia Jain (6)

2020

 

234,769

 

 

 

484,769

 

 

1,510,006

 

 

 

 

 

2,229,544

 

Chief Financial Officer

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Jandy Tomy (7)

      Former interim Chief

      Financial Officer

      VP, Treasurer

2020

 

285,000

 

 

 

150,000

 

 

300,002

 

 

 

 

 

138,938

 

 

7,996

 

 

881,936

 

Becky Sheehan(8)

2020

 

15,846

 

 

 

 

 

 

 

1,284

 

 

17,130

 

Former Chief Financial Officer

2019

 

515,000

 

 

 

 

1,805,776

 

 

 

194,155

 

 

11,200

 

 

2,526,131

 

 

2018

 

512,500

 

 

 

 

1,780,058

 

 

 

254,712

 

 

11,000

 

 

2,558,270

 

Jim Rogers

2020

 

360,500

 

 

 

 

540,751

 

 

 

180,250

 

 

7,405

 

 

1,088,906

 

Chief Legal Officer

2019

 

360,500

 

 

 

 

468,678

 

 

 

67,954

 

 

10,776

 

 

907,908

 

 

2018

 

358,750

 

 

 

 

600,711

 

 

 

89,149

 

 

11,000

 

 

1,059,610

 

Doug Miller(9)

2020

 

406,000

 

 

 

 

844,603

 

 

 

446,600

 

 

11,400

 

 

1,708,603

 

Chief Revenue Officer

2019

 

400,000

 

 

 

 

820,042

 

 

 

165,880

 

 

11,200

 

 

1,397,122

 

 

2018

 

168,205

 

 

 

 

308,349

 

 

 

91,117

 

 

 

567,671

 

 

 

 

(1

)

For Alex the amount in this column reflects payment under the LTIP that vested during the applicable year. Employer contributions to a participant's account under the LTIP were generally subject to a three-year vesting schedule and vested in three equal annual installments on each February 15 following the date the contribution was credited, subject to adjustment for deemed investment return (positive or negative).  Such amounts would also vest upon a termination of employment by the Company without cause or termination by Alex of his own employment for good reason. Awards are no longer being granted under the LTIP and the last contribution was credited in January 2015. For Sonia, this amount reflects (1) a sign-on bonus paid on July 15, 2020 pursuant to her offer letter, which must be repaid in full or in part if she leaves voluntarily or is terminated for poor performance during the first 12 months of employment, and (2) the amount of her 2020 STIP award, as stipulated in her offer letter, prorated from her hire date and guaranteed at 100% CPF. For Jandy this reflects a retention bonus paid in September 2020 for completion of her role as interim Chief Financial Officer.

 

 

(2

)

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. For additional information, see Note 13 to the Company's audited consolidated financial statements for the year ended December 31, 2020, included in the Company's Annual Report on Form 10-K for the year ended December 31, 2020.  For further information on the RSU Option grants made in 2020, see the “Grants of Plan-Based Awards in 2020” table below.

 

 

(3

)

Amounts disclosed in this column for 2020 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, see Note 13 to the Company's audited financial statements for the year ended December 31, 2020 included in the Company's annual Report on Form 10-K for the year ended December 31, 2020.  For further information on the Stock Option grants made in 2020, see the “Grants of Plan-Based Awards in 2020” table below.

 

 

(4

)

Amounts disclosed in this column for 2020 reflect cash amounts paid under our STIP. For further information, see the section entitled “Compensation Discussion and Analysis— Elements of our Executive Compensation Practices” above.

 

 

(5

)

Amounts disclosed in this column for 2020 include the Company's 401(k) matching contributions.

 

 

(6

)

Sonia was hired as Chief Financial Officer on July 6, 2020.

 

 

(7

)

Jandy was appointed interim Chief Financial Officer upon Becky's departure on January 10, 2020 until July 5, 2020.

 

 

(8

)

Becky terminated her employment with us on January 10, 2020.

 

 

(9

)

Doug was hired as Chief Revenue Officer on July 31, 2018.

 

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Offer Letters with NEOs

On November 2, 2016, Alex entered into an offer letter, which superseded his employment agreement dated November 4, 2014. Under the terms of the offer letter, effective as of the day after the separation from our former parent, Alex’s annual base salary was increased to $550,000 and his target annual bonus was 110% of his base salary.

We entered into offer letters with Sonia, Doug and Jim, which provided for annual base salaries of $480,000, $400,000 and $350,000, respectively, and target annual bonuses of 100%, 110% and 50% of annual base salary, respectively, as well as long-term incentive opportunities.

 

GRANTS OF PLAN-BASED AWARDS IN 2020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The following table sets forth information regarding grants of awards made to our NEOs during 2020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Name

Award Type

Grant

Date

Estimated Future Payouts under

Non-Equity Incentive Plan Awards

 

Number of

Stock Units (#)

 

All Other Options Awards (#)

 

Exercise or Base Price of Awards ($/sh)

 

Grant Date Fair Value of Stock Awards ($)

 

 

 

Threshold

 

Target

 

Maximum

 

 

 

 

 

 

 

 

 

 

 

 

 

($)

 

($)

 

($)

 

 

 

 

 

 

 

 

 

 

 

 

Alex Vetter

STIP Bonus

 

 

250,903

 

 

669,075

 

 

1,338,150

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

RSU

3/18/2020

 

 

 

 

 

 

 

 

 

 

462,963

 

 

 

 

 

 

 

 

2,500,000

 

 

 

NQSO

3/18/2020

 

 

 

 

 

 

 

 

 

 

 

 

 

513,228

 

 

5.40

 

 

1,434,626

 

 

Sonia Jain

STIP Bonus (1)

 

 

234,769

 

 

234,769

 

 

469,538

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

RSU

8/28/2020

 

 

 

 

 

 

 

 

 

 

164,668

 

 

 

 

 

 

 

 

1,510,006

 

 

Jandy Tomy

STIP Bonus

 

 

52,102

 

 

138,938

 

 

277,876

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

RSU

3/18/2020

 

 

 

 

 

 

 

 

 

 

55,556

 

 

 

 

 

 

 

 

300,002

 

 

Jim Rogers

STIP Bonus

 

 

67,594

 

 

180,250

 

 

360,500

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

RSU

3/18/2020

 

 

 

 

 

 

 

 

 

 

100,139

 

 

 

 

 

 

 

 

540,751

 

 

Doug Miller

STIP Bonus

 

 

167,475

 

 

446,600

 

 

893,200

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

RSU

3/18/2020

 

 

 

 

 

 

 

 

 

 

156,408

 

 

 

 

 

 

 

 

844,603