Independent
Tenure on this board
2.9 yrs
2 nominees · 3 ballot items.
Election of two Class III directors (Manik Gupta and Langley Steinert); ratification of Ernst & Young LLP as the independent registered public accounting firm for 2026; and a non-binding advisory “Say-on-Pay” vote to approve the Company’s 2025 named executive officer compensation.
Elect two Class III directors, Manik Gupta and Langley Steinert, each to serve three-year terms expiring at the 2029 annual meeting.
Ratify the Audit Committee’s appointment of Ernst & Young LLP as CarGurus’ independent registered public accounting firm for the year ending December 31, 2026.
Non-binding advisory vote to approve the compensation of the Company’s named executive officers for 2025 as disclosed in the proxy statement.
This proposal asks shareholders to cast a non-binding advisory vote to approve the 2025 compensation paid to the Company’s named executive officers as disclosed in the proxy statement. Management seeks shareholder endorsement to validate its pay-for-performance philosophy which emphasizes a high proportion of at‑risk compensation (cash incentives and time‑based RSUs) tied to corporate strategic objectives, consolidated Gross Profit and adjusted EBITDA, and individual performance goals. The Compensation Committee designed the 2025 program with input from an independent consultant (Compensia) and used a peer group benchmark to set target pay levels and equity awards; it also retained governance features such as ‘‘double-trigger’’ change‑of‑control acceleration and a Clawback Policy. The Board’s rationale for recommending FOR is that the program aligns executive interests with long‑term stockholder value, demonstrated by significant equity grants and performance-weighted annual incentives, and prior strong shareholder support (approximately 85% approval in 2025). The vote is advisory and non‑binding, but the Board and Compensation Committee state they will review and consider the voting outcome in future compensation decisions. Company‑specific context includes the wind‑down of CarOffer in 2025 (reported as discontinued operations), which the Committee considered when setting performance measures and payouts for the year. While the Company is a ‘‘controlled company’’ under Nasdaq rules (which affects certain governance practices), the Board emphasizes independent committee oversight of compensation matters and regular review of peer positioning and program design. Investors should note that approval does not change any contractual terms directly; rather, a FOR vote signals shareholder support for the Board’s overall compensation philosophy and implementation for 2025.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 9.53% | 8,590,779 | $293M |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.14% | 4,634,701 | $158M |
| 3 | WELLINGTON MANAGEMENT GROUP LLP | 4.23% | 3,819,093 | $130M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 3.88% | 3,497,076 | $119M |
| 5 | STATE STREET CORP | 3.43% | 3,094,522 | $105M |
| 6 | Prevatt Capital Ltd | 2.74% | 2,475,000 | $84M |
| 7 | Orbis Allan Gray Ltd | 2.59% | 2,333,259 | $79M |
| 8 | BlackRock, Inc. | 2.54% | 2,287,508 | $78M |
| 9 | CONGRESS ASSET MANAGEMENT CO | 2.34% | 2,110,537 | $72M |
| 10 | GEODE CAPITAL MANAGEMENT, LLC | 2.01% | 1,816,878 | $62M |
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