Carscom Inc — Definitive Proxy Statement (DEF 14A)

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Check the appropriate box

Payment of Filing Fee (Check all boxes that apply):

Dear Fellow Stockholders:

On behalf of the Board of Directors and the senior management team, we are pleased to invite you to join the 2026 Annual Meeting of Stockholders of Cars.com Inc. (“Cars.com”, “we,” “us”), which we will host as a virtual meeting on Wednesday, June 3, 2026, beginning at 9:30 a.m. Central Time. You may join at www.virtualshareholdermeeting.com/CARS2026.

This year marks an important leadership transition for Cars.com. As announced in December 2025, following a comprehensive succession planning process, the Board of Directors appointed Tobias Hartmann as our new Chief Executive Officer and Director, effective January 15, 2026. We are confident that Tobi’s leadership strengths and experience are appropriate to position and guide Cars.com for future success.

Prior to January 15, 2026, Alex Vetter served as Chief Executive Officer since 2017. On behalf of the Board, I extend our appreciation to Alex for his leadership and contributions to Cars.com and wish him continued success in his next chapter.

At the Annual Meeting, you will have the opportunity to vote on matters set forth in the accompanying Proxy Statement, as well as the opportunity to ask questions. However, because your vote is important and we want to ensure that we record it promptly, we are requesting that you vote as soon as possible regardless of whether you plan to attend the Annual Meeting. For your convenience, you may cast your vote for the Annual Meeting online, by telephone or by mail. On the Board of Directors’ behalf, I thank you for your investment and confidence in Cars.com.

Sincerely,

Scott E. Forbes

WE ENCOURAGE YOU TO READ THE 2026 PROXY STATEMENT CAREFULLY AND TO VOTE IN ACCORDANCE WITH THE RECOMMENDATIONS OF THE BOARD OF DIRECTORS.

We will first begin mailing to our stockholders of record as of April 6, 2026, who have not previously requested electronic delivery or a full set of printed proxy materials, a Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access our proxy materials, including this Proxy Statement on April 17, 2026. We have elected to take advantage of Securities and Exchange Commission (“SEC”) rules that allow companies to furnish their proxy materials via the Internet to reduce our cost and environmental impact where possible. The Proxy Statement, the proxy or voting instruction card, and our 2025 Annual Report are available at www.proxyvote.com. As more fully described in the Notice, all stockholders can access these materials electronically or request printed or emailed copies.

Whether or not you plan to attend the Annual Meeting, it is important that we have your vote for the Annual Meeting. Please vote as soon as possible using one of the methods described below. Voting now will not limit your right to change your vote or to attend the Annual Meeting. If you hold your shares in the name of a broker, bank or other holder of record, please follow the voting instructions you received from the holder of record in order to vote your shares.

If you do not vote in advance and instead plan to vote during the Annual Meeting, you may do so by entering the 16-digit control number found on your proxy card, Voting Instruction Form, or Notice, as applicable, at the time you log into the Annual Meeting at www.virtualshareholdermeeting.com/CARS2026.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 3, 2026.

Our Proxy Statement and 2025 Annual Report are available on our Investor Relations website at 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.

We encourage you to review the Questions and Answers about the Annual Meeting section for answers to common questions about the Annual Meeting, proxy materials, voting, and other related topics.

By Order of the Board of Directors,

Angelique Strong Marks

This Notice of Annual Meeting and Proxy Statement contains “forward-looking statements” within the meaning of the federal securities laws. All statements other than statements of historical facts are forward-looking statements. These statements often use words such as “believe,” “expect,” “project,” “anticipate,” “outlook,” “intend,” “strategy,” “plan,” “estimate,” “target,” “seek,” “will,” “may,” “would,” “should,” “could,” “forecasts,” “mission,” “strive,” “more,” “goal” or similar expressions. Forward-looking statements are based on our current expectations, beliefs, strategies, estimates, projections and assumptions, experience in the industry as well as our perceptions of historical trends, current conditions, expected future developments, and other factors we think are appropriate. Such forward-looking statements are based on estimates and assumptions that, while considered reasonable by Cars.com and its management based on their knowledge and understanding of the business and industry, are inherently uncertain. While Cars.com and its management make such statements in good faith and believe such judgments are reasonable, you should understand that these statements are not guarantees of future strategic action, performance or results. Our actual results, performance, achievements, strategic actions or prospects could differ materially from those expressed or implied by these forward-looking statements. Given these uncertainties, you should not rely on forward-looking statements in making investment decisions.

To understand the most important factors that could cause our actual results to differ from our forward-looking statements, it is important to review our description of risk factors included in Part I, Item 1A, Risk Factors of our 2025 Annual Report on Form 10-K, in conjunction with the forward-looking statements in this Proxy Statement. Forward-looking statements speak only as of the date they are made, and we do not undertake any obligation, other than as may be required by law, to update or revise any forward-looking statement. The forward-looking statements in the Notice of Annual Meeting and Proxy Statement are intended to be subject to the safe harbor protection provided by the federal securities laws.

Website references throughout this document are provided for convenience only. The content on the referenced websites is not incorporated into this document.

Cars.com designed its corporate governance to promote our stockholders’ long-term interests, strengthen our Board of Directors (the “Board”) and management accountability, ensure corporate strategic oversight and risk assessment, and engender public trust.

Cars.com has an independent Board Chairperson who leads our Board and provides management with guidance and oversight. This allows our Chief Executive Officer (“CEO”) to focus on our strategy implementation and day-to-day business operations. The Board retains discretion to determine the appropriate leadership structure as and when appropriate, which it believes is in the best interest of Cars.com and our stockholders. 

The Chairperson’s responsibilities include:

We routinely review Board composition to ensure that the Board collectively maintains the appropriate experience, skills and qualifications to support Cars.com’s immediate and long-term strategic business objectives. As part of this ongoing process, the Board does not impose specific term limits or a mandatory retirement age for directors and conducts annual Board and committee evaluations. In the first quarter of 2026, three directors notified the Board of their intention not to stand for reelection at the Annual Meeting. Upon the recommendation of the ESG Committee, the Board approved a reduction in the size of the Board from eleven to eight directors, effective as of the Annual Meeting, and has nominated eight director-nominees for election at the Annual Meeting. The Board believes the director-nominees collectively have the relevant experience, capabilities and qualifications necessary to support Cars.com's strategy and deliver stockholder value. Following the Annual Meeting, four of our directors will have served since 2017, two since 2018, one since 2021, and our most recent member joined in 2026. As of the date of the Annual Meeting, the average tenure of our directors will be approximately 7.1 years.

Pursuant to our Bylaws, the Board has the authority to determine the size of the Board based on the recommendation of the ESG Committee. The ESG Committee reviews the appropriate size of the Board at least annually, considering factors such as Cars.com’s strategy, the Board’s oversight responsibilities, committee composition, and directors' skills and experience. The Board has determined to reduce its size from eleven directors to eight directors, effective as of the Annual Meeting. At the Annual Meeting, stockholders will elect eight directors-nominees to serve until the 2027 Annual Meeting of Stockholders.

We require our Board Members to complete Director and Officer Questionnaires (“Questionnaires”) each year that provide us with important personal, financial and other information in order to assist the Board in determining whether a director is independent as defined by the New York Stock Exchange (“NYSE”) Listing Standards. The ESG Committee reviews the Questionnaires and evaluates whether each Director is independent. The ESG Committee then provides its evaluation and recommendation to the Board, which then makes a determination with respect to the independence of each director. The Board has affirmatively determined that all directors, including each of the director nominees and those directors not standing for reelection at the Annual Meeting, other than Tobias Hartmann, our CEO, are independent in accordance with the NYSE Listing Standards.

During 2025, our Board held eleven meetings, the Audit Committee held eight meetings, the Compensation Committee held five meetings and the ESG Committee held three meetings. While we do not have a formal attendance policy, our expectation is that our directors make every effort to attend every Board meeting, their respective Committee meetings and the Annual Meeting of Stockholders. During 2025, each director attended more than 75% of the Board Meetings and their required Committee meetings. In 2025, all the serving directors attended the 2025 Annual Meeting of Stockholders.

The Board and Committees conduct executive sessions, without management, in connection with regularly scheduled Board and Committee meetings and as necessary. The Board and Committee Chairs lead the executive sessions of independent committee members.

While our directors provide us with a wealth of business and strategic experience, each director must ensure that their other commitments, including employment responsibilities and service on other public company boards, do not materially interfere or conflict with their ability to effectively serve on our Board. The ESG Committee regularly reviews directors’ outside commitments and service on other public company boards to determine whether a director’s outside obligations may impair the director’s ability to effectively serve on our Board. Additionally, none of our directors either serve as a public company executive officer while serving on more than two external public company boards or serve on more than four public company boards. We believe that our directors have the necessary time to fulfill their duties to our stockholders.

The Board is responsible for our strategic direction and directing management’s implementation and execution of the strategy. While the Board oversees our strategic planning process, management is responsible for day-to-day operations and executing our strategy. During Board meetings and as circumstances require, the Board reviews and provides strategic feedback to the executive team’s detailed business and strategy updates. The Board engages with our executive officers regarding various strategic topics, including business operating strategy and initiatives, capital allocation, the competitive landscape, compliance and policies, industry and economic trends, regulatory developments, risk, and talent and culture. Additionally, on an annual basis, the Board reviews and approves Cars.com’s annual financial plan and budget.

Our business faces various risks, including strategic, financial, legal, cybersecurity and information security, operational, and accounting risks. Identifying, managing and mitigating our exposure to these risks and effectively overseeing the risk management 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, acting directly and through its committees, is responsible for risk management oversight. As part of our overall risk oversight framework, our committees also oversee certain categories of risk associated with their respective areas of responsibility. Each committee regularly reports to the Board on its risk oversight activities and invites all members of the Board to committee meetings to discuss risks that the chair of that committee believes will benefit non-committee member directors.

Our committees are charged with specific areas of risk oversight, summarized below.

To learn more about risks facing Cars.com, you can review the risks described in Item 1A. Risk Factors in the 2025 Annual Report on Form 10-K. Additional risks and uncertainties also may materially adversely affect our business, financial condition or results of operations in future periods.

Cars.com is acutely aware of the importance of cybersecurity and information security risk management. The Audit Committee, in collaboration with the Board, provides strategic oversight for cybersecurity and information security risks, management and mitigation. The Information Security Team, which reports to the Technology Team, provides the Audit Committee with regular updates at least quarterly regarding the effectiveness of Cars.com’s overall cybersecurity program and other cybersecurity related matters, which may include Cars.com’s inherent cybersecurity risks, updates on recent cybersecurity threats and incidents, policies and practices, industry trends, regulatory developments, threat environment and vulnerability assessments, and specific and ongoing efforts to prevent, detect, and respond to internal and external cybersecurity threats. The Audit Committee Chair informs the Board of the outcome of these meetings through updates presented to the Board at regularly scheduled Board meetings and may on occasion invite members of the full Board for a comprehensive overview.

Our Chief Technology Officer and Senior Vice President of Information Security are responsible for managing Cars.com’s Information Security function. Our Information Security Team consists of highly skilled professionals with relevant information and cybersecurity education, certifications, and experience. The Information Security Team coordinates with the Cars.com Information Security Governance Committee, which includes senior business leaders who support Cars.com’s Information Security Management System based on their area of expertise. Cars.com’s Information Security Team, with the support of the Information Security Governance Committee, is responsible for assessing and managing material risks from cybersecurity threats and providing management direction and support for information security. Working together the teams initiate and control the implementation and operation of information security within Cars.com. We require our employees to understand and adhere to our information security governance policies.

For additional information relating to our Cybersecurity Risk Oversight, please see Item 1.C. Cybersecurity in our Annual Report on Form 10-K for the year ended December 31, 2025.

Our Board has three standing committees: the Audit Committee, the Compensation Committee, and the ESG Committee. Each Committee Chair meets regularly with management during the year to discuss committee business, develop agendas, and facilitate efficient meetings. Each Committee operates under a written charter, a current copy of which is available on our Investor Relations website at https://investor.cars.com.

Cars.com published its Corporate Social Responsibility and Community Action Report, which provides a summary of our approach to corporate social responsibility. A copy of the Corporate Social Responsibility and Community Action Report is available on our website at https://investor.cars.com/csr. Information on our website, including the Corporate Social Responsibility and Community Action Report, is not incorporated by reference in or otherwise considered a part of this Proxy Statement.

Cars.com is committed to strong corporate governance because we believe that it is essential to creating long-term stockholder value. Aligned with that belief, Cars.com, with the oversight of the Board, has developed a strong governance program composed of corporate governance policies that our Board has approved and adopted through resolutions and a robust compliance training program. No less than annually, the Board working with our executive team reviews the corporate governance policies and revises them as appropriate to ensure that the policies continue to reflect our corporate governance objectives and best practices. Cars.com’s governance policies include our Corporate Governance Guidelines, Code of Conduct, and Insider Trading Policy.

The Board has adopted Corporate Governance Guidelines to serve as a framework to aid the Board in effectively conducting its business. The Corporate Governance Guidelines cover many of the policies and practices discussed in this Proxy Statement. The ESG Committee reviews the Corporate Governance Guidelines annually and recommends changes to the Board for consideration and approval as necessary or appropriate in response to changing regulatory requirements, evolving best practices and other considerations.

The Cars.com Code of Conduct embodies our expectations on several topics including conflicts of interest, fair dealing, compliance with laws, rules, and regulations, including but not limited to applicable antitrust, anti-bribery and anti-corruption laws, protection of company assets, and protection of confidential information. Our credibility and reputation depend upon the sound judgment, ethical behavior and personal integrity of each director, executive officer and employee. Unethical or illegal business conduct destroys trust, exposes us to legal liability and significant financial loss, and damages the very reputation for excellence we have worked hard to build. Cars.com requires employees to not only adhere to the Code of Conduct but to also report any conduct that they believe in good faith to be an actual or apparent violation of our Code of Conduct, our policies or laws or regulations.

Our Insider Trading Policy, implemented by the Board, governs the purchase, sale, and other dispositions of our securities by Cars.com and its directors, officers, employees (“Insiders”). The Insider Trading Policy prohibits Insiders from trading in our securities during restricted periods or if the Insider has knowledge of material, non-public information about Cars.com. The Insider Trading Policy also prohibits Insiders from trading Cars.com derivatives (e.g., put or call options), engaging in short sales or otherwise engaging in hedging activities, and pledging Cars.com securities. Cars.com provides Insiders with the Insider Trading Policy at least annually with some receiving it quarterly along with notifications regarding the restricted trading windows to ensure they are aware of the requirements and their obligations. Our Chief Legal Officer must review and pre-approve Board and senior executive trading activity. We believe that we have implemented an Insider Trading Policy and

related procedures that reasonably promote compliance with insider trading laws, rules and regulations, and applicable listing requirements. We have filed the Insider Trading Policy as Exhibit 19.1 to the Annual Report and we are in compliance with insider trading laws, rules and regulations and any applicable listing standards in any transactions involving our securities.

To foster a strong culture of compliance and ethics, we have a robust compliance training process. Our Human Resources and Legal Teams review our compliance training process each year and determine the most effective way to ensure our employees understand our policies and their compliance obligations. In addition to providing our Employee Handbook and compliance policies to our new hire employees, they must complete compliance training as part of their new hire orientation. Additionally on an annual basis, we provide our employees with our Employee Handbook and related compliance policies and require them to complete compliance training with specific modules related to our policies and recommended or required by federal and state law. Our current compliance training consists of self-paced compliance training modules developed to be interactive and engaging so that employees understand the practical application of each policy as well as aligned with current laws and regulations for the states in which our employees work and we conduct business. We require our employees to pass a knowledge assessment with a score of 100% to receive a certificate of completion for each training module. We also require our employees to review and acknowledge our Employee Handbook and our policies related to the training. Our compliance training focuses on our Code of Conduct with specific training modules for employment laws including laws related to harassment and discrimination, insider trading, information security. Additionally, on a quarterly basis in conjunction with the filing of our SEC periodic reports, we provide our executives as well as certain key employees with our Code of Conduct and other key compliance policies and require that they complete affirm that they are aware of the policies and that they are not aware of any violations of policies that they have not been appropriately reported.

To learn more about our corporate governance policies, the public may view our corporate governance documents at https://investor.cars.com. Under the Corporate Governance Section, we have provided our Bylaws, Certificate of Incorporation, Committee Charters and director and management biographies. We also provide the following policies:

The Board, acting upon the recommendation of the ESG Committee, has nominated the following 8 directors for re-election with the belief that each nominee is able and will serve for the term if elected by the Stockholders:

The Board believes that the combination of the qualifications and experiences of the director nominees will contribute to an effective and well-functioning board and that the director nominees possess the relevant skills and capacity to provide effective oversight of the business and counsel to management to advance our long-term strategy and oversee the interests of our stockholders.

Our directors are elected annually by our stockholders and each director must receive a majority of the votes cast by stockholders. At the 2025 Annual Meeting, stockholders elected each of the director nominees with the exception of Tobias Hartmann who was appointed to the Board on January 15, 2026. If elected, each director-nominee will hold office until the 2027 Annual Meeting or until the Board appoints or stockholders elect their successor. If any nominee should become unavailable for election, our Board may designate a substitute nominee, in which the Cars.com designated proxy will vote the shares represented by proxies at the Annual Meeting for such substitute nominee unless the stockholder has indicated an instruction to the contrary on the proxy card.

We provide further information on the Board’s composition, as well as each nominee’s qualifications and relevant experience on the following pages.

The Board, upon recommendation of the ESG Committee, unanimously recommends that stockholders vote FOR the election of each of the nominees for director.

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. When evaluating potential directors for nomination to the Board, the ESG Committee considers, among other factors, the candidate’s: (i) demonstrated ability, as evidenced by significant accomplishment in the candidate’s field, to contribute meaningfully to the Board’s oversight of Cars.com’s business and affairs; (ii) reputation for honesty and ethical conduct in the candidate’s personal and professional activities; (iii) specific experience and skills, industry background and knowledge relevant to Cars.com’s strategic needs; and (iv) breadth of experience and perspectives.

The ESG Committee believes that a board composed of varied backgrounds and experiences will enhance the quality of the Board’s discussions and decision-making process and expand the Board’s understanding of the needs and viewpoints of our customers, partners, employees and other stakeholders. Each year, the ESG Committee reviews and evaluates the Board’s composition to determine whether the Board requires skills or experience not currently represented on the Board. If, as part of its ongoing review and evaluation, the ESG Committee or the Board determines that it requires any additional directors, Cars.com’s Amended and Restated Bylaws (the “Bylaws”) permit the Board to expand the size of the Board and appoint persons to fill any resulting vacancies without the need for stockholder action. Stockholders can make recommendations to the ESG Committee for consideration as candidates for Board election at the Annual Meeting. The ESG Committee will evaluate stockholder nominees using the same criteria for director selection as management nominees. We have outlined the deadlines and requirements for stockholder nominations of Board candidates for consideration at the Annual Meeting in the Questions and Answers about the Annual Meeting section.

Our Bylaws provide that, in an uncontested election of directors, each director must receive the majority of the votes cast with respect to that director. If a director does not receive a majority vote, he or she must submit a letter of resignation to the Board. The ESG Committee will make a recommendation to the Board as to how the Board should respond to the letter of resignation. The Board will act on the resignation taking into account the recommendation of the ESG Committee, which would include consideration of the vote and any relevant input from stockholders. The Board will publicly disclose its decision and its rationale within 90-days of the certification of the election results. The director who tenders his or her resignation will not participate in the Board or ESG Committee or Board’s decision regarding the resignation.

Our Board recognizes the value of directors with varied opinions, perspectives, personal and professional experiences, and backgrounds. We believe the judgment and perspectives offered by a board of directors reflective of the world and our total addressable market improves the quality of decision-making and enhances Cars.com’s business performance. Cars.com is committed to having a Board and a workforce that reflects the world in which it operates, its stockholders, customers and consumers.

Effective immediately following the Annual Meeting, our Board will consist of eight directors. The Board will be 75% men (6) and 25% women (2). 75% of directors identify as White (6), 12.5% as African American (1), and 12.5% as Asian (1). 62.5% (5) of the directors will be under the age of 60, 25% (2) will be between the ages of 60 and 70, and 12.5% (1) will be over 70 years old.

The Board's combination of backgrounds, skills, and experiences makes the Board well-equipped to exercise oversight responsibilities on our stockholders’ behalf. The following tables highlight the key skills, qualifications, experiences, and attributes that each director nominee brings to our Board. The skills matrix is a summary, and it is not a complete description of all the key skills, qualifications, attributes, and experience of each director. Director nominees developed competencies in these skills through education, direct experience, and oversight responsibilities.

The Board recognizes that a robust and constructive evaluation process is an essential part of good corporate governance and board effectiveness. As such, the Board conducts an annual evaluation intended to determine whether the Board, each of its committees, and individual directors are functioning effectively and to provide the Board with an opportunity to reflect upon and improve processes and effectiveness. The ESG Committee is responsible for determining the most effective way for conducting the evaluation process with the goal of eliciting the views of all directors about Board effectiveness, areas of improvement, collaboration with management, current business strategy and whether steps should be taken to improve the performance of the Board and its committees. In 2025, the ESG Committee delegated responsibility to the Board Chair to conduct the evaluations and report the results to the full Board, which then reviewed the findings and considered opportunities to enhance the Board’s processes and effectiveness.

 

Cars.com’s philosophy regarding director compensation is to align the interests of non-executive directors with the interests of our stockholders and to provide market competitive compensation commensurate with the work required to serve on the Board. On June 4, 2025, based on the Compensation Committee’s recommendation, the Board approved a $10,000 increase in the grant-date fair value of the annual RSU award for each non-employee director, from $180,000 to $190,000. The Board implemented this update to modestly increase the aggregate annual compensation opportunity for non-employee directors while making no changes to the annual cash retainer, committee chair retainer, or the annual equity award for the independent Chair of the Board. Equity compensation continues to represent a substantial portion of total non-employee director compensation and aligns director interests with those of stockholders.

Under the Cars.com Non-Executive Director Compensation Program following such change, each of our non-executive directors receives:

Non-executive directors may receive compensation for providing additional support and services, based on the recommendation of the Compensation Committee and the approval of the Board. Non-executive directors also have the option to defer receipt of their equity awards after their vesting date.

Our non-executive directors are subject to minimum share ownership and stock retention requirements. Under our Stock Ownership and Retention Policy, non-executive directors are expected to hold shares of our common stock with a value of three times the annual cash retainer (currently $225,000). Our non-executive directors are expected to hold at least 50% of the shares received from Cars.com as compensation until the stock ownership requirements are met. As of the date of this Proxy Statement, all current non-executive directors are in compliance with these guidelines.

The Director Compensation Table reflects compensation paid or awarded to all individuals who served as non-employee directors during fiscal year 2025, including directors who are not standing for reelection at the Annual Meeting. Alex Vetter, our former CEO, did not receive additional compensation for his service on the Board in 2025. Information on compensation paid to Alex in his role as CEO during the fiscal year ending December 31, 2025, is described in the Compensation Discussion and Analysis section and the Summary Compensation Tables of this Proxy Statement.

This Compensation Discussion and Analysis (“CD&A”) provides an overview of our executive compensation program and the compensation decisions for our Named Executive Officers (“NEOs”), for the fiscal year ended December 31, 2025. Our NEOs for 2025 were:

We have provided information on Tobias Hartmann, who is also a member of our Board, in the “2026 Director Nominees” section above.

Sonia Jain, Chief Financial Officer, Age 46

Sonia serves as our Chief Financial Officer and in this role, she is responsible for Cars.com’s financial health and leads accounting, finance, treasury, investor relations and analytics. Sonia joined Cars.com as Chief Financial Officer in July 2020 and was reappointed to the role in October 2022 after serving as Chief Financial Officer of Convoy Inc. from April 2022 to September 2022. Sonia was also the Chief Financial Officer of Redbox Automated Retail from September 2016 to July 2020. On March 1, 2024, Sonia joined the board of directors of AMC Entertainment Holdings, Inc. Sonia holds a M.B.A. from Harvard University, M.S. from Massachusetts Institute of Technology, and B.S.E. from Princeton University.

Lisa Gosselin, Chief Commercial Officer, Age 59

Lisa serves as our Chief Commercial Officer and in this role, she is responsible for Cars.com’s go-to-market strategy, accelerating revenue growth, deepening strategic partnerships, and delivering long-term value for both dealers and OEM clients. Cars.com appointed Lisa to this role in February 2025. Prior to joining Cars.com, Lisa served as Chief Revenue Officer at Numerator, a Bain Capital-backed data and technology firm. Lisa also served as a senior leader at Conversant-Epsilon, leading U.S. Business Development and CRM solutions in key verticals such as automotive and retail. Lisa also previously served in senior leadership roles at Catalina Marketing and sales and brand marketing roles at Anheuser-Busch, PepsiCo, and Suntory, Inc. Lisa holds a B.S. from the University of South Carolina.

Angelique Strong Marks, Chief Legal Officer & Corporate Secretary, Age 58

Angelique serves as our Chief Legal Officer and Corporate Secretary and in this role, she is responsible for Cars.com’s legal matters, corporate governance and AI and data privacy governance. Cars.com appointed Angelique to this role in April 2022. Prior to joining Cars.com, Angelique served as General Counsel and Corporate Secretary at REE Automotive where she played an integral role in establishing REE as a publicly traded company. Angelique has also served as General Counsel, Corporate Secretary and Compliance Officer of several prominent companies including MAHLE Industries and Behr America, both global suppliers to the automotive industry. Angelique holds a B.S. in Finance from the University of Akron, Master of Business Administration in Finance and Management from Miami University, and a Juris Doctor from The Ohio State University.

At the beginning of fiscal 2025, management proposed, and the Board approved our financial plan. The Compensation Committee then approved the fiscal 2025 short-term incentive plan based upon the 2025 financial plan and set long-term incentive targets based on our three-year outlook. Our fiscal 2025 financial results, which include the criteria (Revenue and Adjusted EBITDA) Cars.com uses to measure performance relative to our 2025 short-term incentive plan were as follows:

Revenue for the year totaled $723.2 million, an increase of $4.1 million, or up 1%, compared to the prior year period. 2025 Net income totaled $20.1 million, or $0.32 per diluted share, compared to Net income of $48.2 million, or $0.72 per diluted share in the prior year. Adjusted EBITDA for the year totaled $211.1 million, or 29.2% of revenue, compared to $209.7 million, or 29.2% of revenue, in the prior year period.

Our executive compensation program is designed to align the interests of our NEOs with those of our stockholders. We believe that executive compensation should reflect our performance as a company, and our NEOs’ performance as individuals. Accordingly, our executive compensation program is designed so that a substantial portion of each NEO’s target annual compensation is both variable in nature and “at-risk.” This means that our NEOs’ annual compensation may vary from year to year based on our financial and operational results. As further described below, our executive compensation program consists of three primary components: (1) fixed base salary; (2) variable annual cash incentive compensation linked to performance targets and (3) equity-based compensation consisting of a combination of restricted stock units (“RSUs”) and performance share units (“PSUs”). Each of these components was designed to attract and retain highly talented and experienced executives who are key to our success, while also incentivizing such individuals to achieve our short-term and long-term goals and objectives. We believe that our compensation program reflects a pay-for-performance philosophy, where our NEOs are rewarded for their contributions to Cars.com’s success.

Our executive compensation philosophy is based on the following principles:

We believe that our executive compensation program reflects corporate governance policies and compensation practices that are transparent and consistent with best practices. Below are highlights of our current practices and policies that guide our executive compensation program:

Our senior management team, including our CEO, CFO and the Vice President of Investor Relations, and from time to time, the Chair of our Board and Compensation Committee, engage in meaningful dialogue with our stockholders through in-person and teleconference meetings, earnings calls and other channels of communication. During these discussions Cars.com discusses and receives input, provides additional information, and addresses questions about matters including but not limited to our business strategy, financial performance, capital allocation, executive compensation programs, corporate governance and general policies. We also periodically host investor conferences during which we demonstrate our product offerings and discuss our product roadmap.

Each year our stockholders can cast an advisory vote to approve our NEO compensation. At our 2025 Annual Meeting of Stockholders, approximately 97% of our shares present and entitled to vote (counting abstentions as votes against) approved our NEO compensation, which we believe shows that our compensation practices are properly aligned with the stockholder's interests and that high stockholder support indicates approval of our compensation philosophy and practices. Accordingly, we did not make any specific changes as a direct result of the 2025 say on pay result. The table below shows our say on pay results from 2025, 2024 and 2023.

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.

During fiscal 2025, the Compensation Committee, with the assistance of the Committee's compensation consultant, reviewed our executive compensation, including base salaries, short-term incentives and equity-based awards to confirm the continued alignment of our compensation program with stockholder interests and appropriate rewards and incentives for our NEOs.

The Board appoints the Compensation Committee based on the ESG Committee’s recommendation. The Compensation Committee oversees (i) administration of Cars.com’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) organization and succession planning. Our Compensation Committee establishes our NEOs’ compensation based on our Chief People Officer (“CPO”) and CEO’s recommendation, as described below, and the market analysis of the Compensation Committee’s compensation consultant.

Our CPO and CEO participate in the review and refinement of our executive compensation program. The CPO provides the Compensation Committee with relevant benchmarking analyses, including peer group and survey data, information regarding Cars.com’s equity compensation program and equity grant practices, share usage and dilution, burn rate, and executive stock ownership. Additionally, the CPO updates the Compensation Committee on broader human capital and compensation-related matters, including talent attraction and retention and leadership development. Our CEO and CPO meet with the Compensation Committee to discuss compensation packages for the executive team and to review the performance of Cars.com and each executive, other than themselves, and make recommendations with respect to the appropriate base salary, annual cash bonus and grants of long-term equity awards. After considering these recommendations and other considerations discussed below, the Compensation Committee determines the annual compensation package for each NEO.

From January 1, 2025 to July 31, 2025, the Compensation Committee engaged Korn Ferry as the Compensation Committee’s independent compensation consultant to provide an executive compensation program assessment, peer group analysis, incentive plan design review and related compensation advice. After considering the required factors relevant to evaluate independence, the Compensation Committee determined that Korn Ferry is an independent compensation consultant in accordance with applicable SEC and NYSE rules. Representatives of Korn Ferry attended and participated in all meetings of the Compensation Committee held during 2025 while Korn Ferry was engaged as independent compensation consultant.

In 2025, Korn Ferry provided the following services as requested by the Committee:

Working with Korn Ferry, the Compensation Committee considered multiple sources of data to evaluate the fairness of our compensation structures and whether they met our compensation objectives. It also considered how our compensation practices compare to market practices among relevant companies in terms of size, industry and geography. Among other factors considered and provided by Korn Ferry are the following, when available, regarding compensation for executives:

The Compensation Committee has the sole authority to retain and terminate independent compensation consultants and to approve the scope of services and related fees of such consultants. On August 1, 2025, the Compensation Committee transitioned from Korn Ferry and engaged Compensia Inc. (“Compensia”) as the Compensation Committee’s independent compensation consultant. The Compensation Committee undertook this transition after reviewing its advisory needs, scope of services, and in depth industry experience. The Compensation Committee made the decision to engage Compensia as compensation consultant in its sole discretion and did not base the decision on any disagreement with Korn Ferry. After considering the required factors relevant to evaluate independence, the Compensation Committee determined that Compensia is an independent compensation consultant in accordance with applicable SEC and NYSE rules.

As it does on at least an annual basis, the Compensation Committee worked with Korn Ferry to review the composition of our peer group. The Compensation Committee evaluated the peer group based on a variety of factors including revenue size, market capitalization, industry, talent market, customer base, market presence and organizational structure. In connection with the Compensation Committee’s approval of executive officer base salary, short-term incentives and equity compensation discussed below in the section titled “Principal Elements of Our Executive Compensation Practices,” data regarding compensation practices for comparable executive officer positions at the following peer companies were considered and used for the purpose of determining competitive compensation levels:

On December 18, 2025, Cars.com announced a leadership transition pursuant to which Alex Vetter ceased serving as CEO effective January 15, 2026. In connection with this transition, the Board appointed Tobias Hartmann as CEO-Designate effective December 22, 2025 and CEO effective January 15, 2026. In order to attract, reward and retain Mr. Hartmann in a competitive executive market, the Compensation Committee approved a compensation package that included inducement equity awards granted outside the Cars.com’s stockholder-approved equity plan in reliance on the NYSE inducement award exemption under Rule 303A.08 (as discussed in further detail below). Compensia assisted the Compensation Committee in evaluating and

determining the appropriate compensation package for Tobias referencing peer company market practices and other recent hires at similarly-sized companies. The Compensation Committee determined that the structure and size of the inducement awards were appropriate given Mr. Hartmann’s experience, the scope of the role, and to align his interests with those of our stockholders.

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

Equity grants represent the majority of our executives’ total direct compensation at target (sum of base salary, STIP and equity-based awards). This helps to align our NEOs’ interests with those of our stockholders. We intend to continue our practice of awarding equity to our NEOs as it reaffirms our philosophy of paying for performance and aligning compensation directly to the long-term value and growth of Cars.com.

The following charts show the weight of each element of compensation relative to target direct compensation for Alex Vetter, our CEO during fiscal 2025, and the other NEOs, in the aggregate excluding Tobias Hartmann and Doug Miller.

In 2025, 90% of aggregate CEO target compensation was variable compensation. Of that variable amount, 12% was in the form of the STIP cash-based award and the remaining 88% was in the form of Long-Term Incentive Plan (LTIP) equity-based awards comprised of both time-based and performance-based equity grants with multi-year vesting periods.

In 2025, 84% of aggregate NEO (other than CEO) target compensation was variable compensation. Of that variable amount, 18% was in the form of the STIP cash-based award and the remaining 82% was in the form of LTIP equity-based awards comprised of time-based and performance-based equity grants that have multi-year vesting periods.

Base salary represents annual fixed compensation and is a standard element of compensation necessary to attract and retain talent. 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.

In determining base salaries for our NEOs, the Compensation Committee considers several factors, including:

After considering the above factors, the Compensation Committee approved a 4% merit increase to Sonia Jain’s base salary in recognition of her performance and the scope of her responsibilities as CFO. The Compensation Committee did not make any adjustments to the base salaries of the other NEOs.

We offer our NEOs the opportunity to earn STIP awards based on achieved performance against Compensation Committee-approved single-year performance goals. The Compensation Committee, in its sole discretion with respect to the CEO and in collaboration with the CEO for all other NEOs, determines whether and to what extent Cars.com will pay STIP awards to each NEO. With respect to the 2025 STIP awards, the Compensation Committee approved a Company Performance Factor (“CPF”) of 89.3% which is based on internal targets that it previously established and approved. The Compensation Committee selected Revenue and Adjusted EBITDA targets to measure annual performance because they are and have been the metrics by which management has measured success and accountability, both internally and externally.

In 2025, our NEOs participated in our STIP program. The Compensation Committee set each NEO’s 2025 target STIP award opportunity (expressed as a percentage of base salary) based on several factors, including Cars.com’s financial performance relative to targets set by the Compensation Committee, the NEO’s scope of duties and responsibilities, internal pay equity considerations and competitive market conditions and data. The cash payout for this program was equal to the product of the following Compensation Committee-approved performance factors: (i) the CPF, which is related to achieved performance against two equally-weighted performance metrics, Adjusted EBITDA and Revenue, multiplied by (ii) the Individual Performance Factor (“IPF”), which is related to each NEO’s performance for the prior fiscal year considering functional leadership, contributions to financial and operational performance, execution of key strategic initiatives, and talent management and development. Cars.com defines Adjusted EBITDA as net income (loss) before (1) interest expense, net, (2) income tax (benefit) expense, (3) depreciation, (4) amortization of intangible assets, (5) stock-based compensation expense, (6) unrealized mark-to-market adjustments and cash transactions related to derivative instruments, and (7) certain other items, such as transaction-related items, severance, transformation and other exit costs and write-off and impairments of goodwill, intangible assets and other long-lived assets.

Based on achieved performance against the two financial metrics, the CPF may make a NEO eligible to earn between 0% and 200% of the NEO’s target STIP opportunity. In accordance with the STIP formula, the threshold payout for Adjusted EBITDA requires the attainment of at least 90% of target Adjusted EBITDA to yield 37.5% of the NEO’s target STIP opportunity, and the threshold payout for Revenue requires the attainment of at least 90% of target Revenue to yield 37.5% of the NEO’s target STIP opportunity. As described above and below, the amount earned under the financial metrics is subject to adjustment based on a NEO’s IPF.

Using the Revenue and Adjusted EBITDA calculations described above, the table below shows target, threshold, and maximum goals for each financial metric, 2025 results achieved against these goals and the CPF payout calculation (expressed as a percentage of target STIP opportunity) for each financial metric.