Independent
Tenure on this board
9.0 yrs
8 nominees · 3 ballot items.
Elect eight directors; ratify Ernst & Young LLP as independent auditor for 2026; and approve, on a non-binding advisory basis, executive officer compensation (Say on Pay).
Elect eight director nominees (Scott Forbes, Jill Greenthal, Thomas Hale, Tobias Hartmann, Donald A. McGovern Jr., Jenell Ross, Bala Subramanian, and Bryan Wiener) to serve until the 2027 Annual Meeting.
Ratify the Audit Committee’s appointment of Ernst & Young LLP as Cars.com’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Non-binding, advisory vote to approve the compensation of Cars.com’s Named Executive Officers as disclosed in the Proxy Statement (Say on Pay).
This advisory Say-on-Pay proposal asks stockholders to approve, on a non-binding basis, the company’s disclosed executive compensation for Named Executive Officers (NEOs). Management seeks this advisory approval to validate and reinforce its compensation philosophy—linking pay to corporate performance through a mix of base salary, short-term cash incentives tied to Revenue and Adjusted EBITDA, and long-term equity awards (RSUs and PSUs). The Compensation Committee emphasizes pay-for-performance alignment, use of market benchmarking and independent advisors, stock ownership and clawback policies, and a historically strong stockholder endorsement (97% support in 2025) as reasons for recommending a “FOR” vote. Key context includes a CEO transition in December 2025/January 2026 with inducement awards for the new CEO under the Inducement Equity Plan and continued use of performance metrics (Revenue and Adjusted EBITDA CAGR) for multi-year PSUs. Potential governance considerations for investors include the non-binding nature of the vote, the extent of management discretion in setting individual IPFs and STIP payouts, and the use of inducement awards outside the omnibus plan (relying on NYSE inducement exemption). The company argues its structure mitigates excessive risk (clawback, ownership/retention, no single-trigger CIC payments) and that compensation is mostly at-risk and equity-focused to align with long-term shareholder value. Investors should weigh the board’s rationale, historical pay-versus-performance data, and the specifics of the inducement/new-hire awards when assessing the merits of approval. Given the board’s recommendation and prior strong stockholder support, a “FOR” vote is presented as endorsement of the current compensation framework and its alignment with Cars.com’s strategic goals.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | FMR LLC | 10.53% | 5,887,453 | $48M |
| 2 | Pale Fire Capital SE | 7.08% | 3,956,618 | $32M |
| 3 | DIMENSIONAL FUND ADVISORS LP | 5.81% | 3,246,184 | $26M |
| 4 | Hill Path Capital LP | 4.44% | 2,481,032 | $20M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 4.43% | 2,474,903 | $20M |
| 6 | BROWN ADVISORY INC | 4.22% | 2,356,697 | $19M |
| 7 | FMR LLC | 3.96% | 2,213,345 | $18M |
| 8 | BREACH INLET CAPITAL MANAGEMENT, LLC | 3.80% | 2,124,184 | $17M |
| 9 | BlackRock, Inc. | 3.63% | 2,030,074 | $16M |
| 10 | AMERICAN CENTURY COMPANIES INC | 3.24% | 1,813,328 | $15M |
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