DEF 14A 1 ny200038881_def14a.htm DEF 14A

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. )

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Filed by a Party other than the Registrant ☐

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☒	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)

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☐	Fee paid previously on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

Cars.com Inc.

300 S. Riverside Plaza, Suite 1000

Chicago, Illinois 60606

Notice of 2022 Annual Meeting of Stockholders

_________________________________

Cars.com Inc. (the “Company,” “our,” “us” or “we) cordially invites you to our 2022 Annual Meeting of Stockholders (the “Annual Meeting”), which will take place at 9:00 a.m. Central Time, on Wednesday, June 8, 2022. This year’s meeting is a virtual meeting at:

Virtual Meeting Site: http://www.virtualshareholdermeeting.com/CARS2022.

Stockholders of record as of the close of business on April 12, 2022, are entitled to receive notice of, to attend and to vote at the Annual Meeting. If you plan to attend the Annual Meeting, please note the procedures described under “How can I participate in the Annual Meeting?” on page 54 of the proxy statement.

In addition to any business that may properly come before the meeting or any postponements or adjournment thereof, Stockholders will vote on the following items of business:

Item	Board Recommendation
Elect a board of eleven directors named in this proxy statement	“FOR” the election of each and all the nominees in Proposal 1
Ratify the appointment of Ernst & Young LLP, an independent registered public accounting firm, as our independent certified public accountants for fiscal year 2022	“FOR” the ratification of Ernst & Young LLP as our independent registered public accounting firm for fiscal year 2022 in Proposal 2
Approve on a non-binding advisory basis the compensation of our Named Executive Officers (as defined below);	“FOR” the non-binding advisory resolution approving our executive compensation in Proposal 3

We encourage you to read the 2022 Proxy Statement carefully and to vote in accordance with the recommendations of the Board of Directors.

To reduce cost and environmental concerns, we have elected to take advantage of Securities and Exchange Commission (“SEC”) rules that allow companies to furnish their proxy materials over the Internet. We will begin mailing our stockholders of record as of April 12, 2022, a Notice of Internet Availability of Proxy Materials (the “Notice”) on or about April 29, 2022. Additionally, the proxy statement, the proxy or voting instruction card, and our 2021 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.

Whether or not you plan to attend the Annual Meeting, please vote as soon as possible. It is extremely important that your shares be represented and voted at the Annual Meeting. 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 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 55 of the proxy statement.

	By order of the Board of Directors

	Angelique Strong Marks
	Chief Legal Officer and Secretary

April 29, 2022
Chicago, Illinois

Important Notice Regarding the Availability of Proxy Materials for the Annual
Meeting of Stockholders to be Held on June 8, 2022:

Our Proxy Statement and 2021 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 CONTENTS

User Guide		1
General Information		1
Meeting Agenda		1
Additional Information		1
Proposal 1: Election of Directors		3
Our Board of Directors		3
Meet the Nominees		5
Stockholder Approval Required		12
Board Governance		12
Committees of the Board		14
Environment, Social and Corporate Governance Highlight		15
Corporate Governance		17
Compensation of Non-Executive Directors		18
Our Executive Officers		20
Compensation Discussion and Analysis		22
How Did We Respond to our 2021 Advisory Vote on Executive Compensation		23
Our Compensation Philosophy		24
Role of the Compensation Committee, Management, Compensation Consultants and Peer Groups		25
Stockholder Engagement		26
Elements of Our Executive Compensation Practices		28
Executive Compensation Policies and Arrangements		33
Compensation Committee Report		35
Named Executive Officer Compensation		36
CEO Pay Ratio Disclosure		44
Compensation and Risk		44
Equity Compensation Plan Information		45
Security Ownership		46
Security Ownership of Directors, Named Executive Officers and Executive Officers		46
Security Ownership of Certain Other Beneficial Owners		47
Transactions with Related Persons		48
Our Independent Registered Public Accounting Firm		48
Fees of Independent Registered Public Accounting Firm		49
Report of the Audit Committee		50
Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm		52
Proposal 3: Say on Pay Vote		53
Miscellaneous		54
Questions and Answers about the Meeting and Voting		54
Stockholder Proposals		60
Incorporation by Reference		61
Availability of Annual Report on Form 10-K		61
Householding		61
Other Matters That May Come Before the Annual Meeting		62

User Guide

General Information

Meeting Date	Time	Location	Record Date
June 8, 2022	9:00 a.m. Central Time	{http://www.virtualshareholdermeeting.com/CARS2022}	April 12, 2022

Meeting Agenda

Proposal	Matter	Board Vote Recommendation
1	Election of Directors named in this proxy statement	“FOR” the election of each and all the director nominees
2	Ratify of the appointment of Auditors	“FOR” the ratification of Ernst & Young LLP as our independent registered public accounting firm for fiscal year 2022
3	Approval on a non-binding advisory basis of the compensation of our Named Executive Officers	“FOR” the non-binding advisory resolution approving our executive compensation
4	Transact other business that may properly come before the meeting

Additional Information

In addition to the information below, we encourage you to review the “Questions and Answers about the Meeting and Voting” beginning on page 54 for answers to common questions on the rules and procedures that apply to the 2022 Annual Meeting.

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.

PROPOSAL	VOTING	BOARD RECOMMENDATION
1	You may vote “FOR ALL” or “WITHHOLD ALL” or “FOR ALL EXCEPT” to withhold authority to vote for any or all the director candidates.	“FOR” the election of each and all the nominees in Proposal 1
2	You may vote “FOR”, “AGAINST,” or “ABSTAIN” from voting	“FOR” the ratification of Ernst & Young LLP as our independent registered public accounting firm for fiscal year 2022 in Proposal 2
3	You may vote “FOR”, “AGAINST,” or “ABSTAIN” from voting	“FOR” the non-binding advisory resolution approving our executive compensation in Proposal 3
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.

*Skills and Experience*	Forbes	Devard	Greenthal	Hale	Kelly	McGovern	Revelle	Ross	Subramanian	Wiener
EXECUTIVE LEADERSHIP EXPERIENCE
Public or Private Company CEO Experience				X	X			X		X
Executive Leadership	X	X	X	X	X	X	X	X	X	X
RELEVANT BUSINESS EXPERIENCE
Marketplace Businesses	X			X
Digital/Internet Businesses	X	X	X	X	X				X	X
Marketing/Advertising		X		X	X		X			X
Automotive/Retail		X		X			X	X
Strategic Planning	X	X	X	X	X	X	X	X	X	X
Cybersecurity and Information Technology				X					X
FINANCIAL EXPERIENCE
SEC Financial Expert	X		X	X	X	X				X
Capital Markets/M&A	X		X			X				X
Risk Management	X	X	X	X		X			X
*Additional Information*
Gender Diversity		X	X					X
Racial/Ethnic Diversity		X						X	X
Age	64	63	65	53	64	71	44	52	50	51

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

Name		Fees Earned or Paid in Cash ($)⁽¹⁾		Stock Awards ($)⁽²⁾		Total ($)
Scott Forbes⁽³⁾			95,000		255,010		350,010
Jerri DeVard⁽³⁾			75,000		180,012		255,012
Jill Greenthal⁽³⁾			95,000		180,012		275,012
Tom Hale			75,000		180,012		255,012
Mike Kelly⁽³⁾			75,000		180,012		255,012
Don McGovern			95,000		180,012		275,012
Greg Revelle			75,000		180,012		255,012
Jenell Ross⁽³⁾			53,984		192,346		246,330
Bala Subramanian⁽³⁾			75,000		180,012		255,012
Bryan Wiener⁽³⁾			75,000		180,012		255,012

⁽¹⁾	Reflects annual cash retainer of $75,000 and an additional annual cash retainer of $20,000, for service as a committee chair, if applicable, all paid quarterly. Because Jenell was appointed as Director in April of 2021, she received a prorated retainer for the second quarter of 2021 and received a full board retainer for the third and fourth quarters of 2021.
⁽²⁾	On June 9, 2021, an annual equity award in the form of 12,858 RSUs was granted to each non-executive director based on a grant date value equal to $180,000. Jenell received an additional 881 RSUs based on her services from April 2021 until June 2021. Scott received an additional annual equity award of 5,357 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 June 9, 2022 or the day preceding the 2022 Annual Meeting of Stockholders.
⁽³⁾	The Director has elected to defer delivery of the underlying shares of stock once his/her RSUs vest.

Name	Position with Cars.com Inc.
Alex Vetter	Chief Executive Officer
Sonia Jain	Chief Financial Officer
Jim Rogers	Chief Legal Officer
Doug Miller	President and Chief Commercial Officer (former Chief Revenue Officer)

*2021 Compensation Peer Group*
America’s Car-Mart, Inc.	J2 Global, Inc.
CarGurus, Inc.	Match Group, Inc.
CDK Global, Inc.	Shutterstock, Inc.
Cornerstone OnDemand, Inc.	QuinStreet, Inc.
CoStar Group, Inc.	TripAdvisor, Inc.
Gogo Inc.	TrueCar, Inc.
Groupon, Inc.	Vroom, Inc.
Grubhub Inc.	Yelp Inc.

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 NEOs for achieving annual company and individual goals	Focused on meeting key short-term business objectives and performance metrics, including DEI targets
Equity-Based Awards	Provides equity awards for NEOs to focus on long-term stockholder value creation	Award value is based on long-term performance criteria correlated with an increase in market valuation Assists in retention of key executives and focus on long-term strategic objectives

	●	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.

Name	2020 Annual Base Salary ($)	2021 Annual Base Salary ($)
Alex Vetter	$650,000	$700,000
Sonia Jain	$480,000	$494,400
Jim Rogers	$360,500	$371,315
Doug Miller	$412,000	$450,000

Financial Metrics	Goal Weighting	Threshold $ (Payout %)	Target $	Maximum $	2021 Results $	Performance Payout %
		45%	100%	200%
Revenue ($ in millions)	50%	$559.7 (25%)	$621.9	$684.1	$623.7	51.4%
Adjusted EBITDA ($ in millions)	50%	$160.9 (20%)	$178.8	$196.7	$195.0	95.2%

Name	2021 Annual STIP Target (%)	2021 Annual STIP Target ($)	2021 Formula Driven CPF%	2021 Committee- Approved CPF %	2021 IPF %	2021 STIP Award ($)
Alex Vetter	110%	$756,250	146.6%	130%	100%	$983,125
Sonia Jain	100%	$490,800	146.6%	130%	116%	$738,040
Jim Rogers	50%	$184,306	146.6%	130%	100%	$239,597
Doug Miller	110%	$484,550	146.6%	130%	100%	$629,915

	●	CEO equity pay mix: 50% RSUs and 50% Options (by value)
	●	Other NEOs equity pay mix: 100% RSUs

Financial Metrics (in Millions)	Goal Weighting	Performance Achievement %
Financial Metrics (in Millions)	Goal Weighting	Threshold	Target	Maximum
Three-Year Average Growth – Revenue	50%	25%	50%	100%
Three-Year Average Growth – Adjusted EBITDA	50%	25%	50%	100%
2022 – 2025 LTIP Payout %		50%	100%	200%

Name	Number of Securities Underlying RSUs Granted in 2021
Alex Vetter	164,799
Sonia Jain	97,772
Jim Rogers	36,716
Doug Miller	74,160

	Number of Securities Underlying Stock-Options in 2021
Alex Vetter	290,994

Executive	Minimum Guideline Multiple of Base Salary
President and CEO	5x
Chief Financial Officer	2x
Chief Legal Officer, Chief Commercial Officer and other direct reports to the CEO	1x

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 CEO	2021	687,500	—	2,500,001	2,803,029	983,125	11,600	6,985,255
	2020	608,250	—	2,500,000	1,434,626	669,075	11,400	5,223,351
	2019	566,500	—	3,750,002	—	234,928	11,200	4,562,630
Sonia Jain ⁽⁶⁾ Former Chief Financial Officer	2021	490,800		1,483,201		738,040	9,816	2,721,857
Sonia Jain ⁽⁶⁾ Former Chief Financial Officer	2020	234,769	484,769	1,510,006	—	—	—	2,229,544
Jim Rogers Former Chief Legal Officer	2021	368,611		556,982	—	239,597	10,635	1,175,825
	2020	360,500	—	540,751	—	180,250	7,405	1,088,906
	2019	360,500	—	468,678	—	67,954	10,776	907,908
Doug Miller President and Chief Commercial Officer	2021	440,500	—	1,125,007	—	629,915	11,600	2,207,022
	2020	406,000	—	844,603	—	446,600	11,400	1,708,603
	2019	400,000	—	820,042	—	165,880	11,200	1,397,122

	⁽¹⁾	For Sonia, this amount reflects (1) a sign-on bonus paid on July 15, 2020, pursuant to her offer letter, 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.
	⁽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 12 to the Company’s audited consolidated financial statements for the year ended December 31, 2021, included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021. For further information on the RSU grants made in 2021, see the “Grants of Plan-Based Awards in 2021” table below.
	⁽³⁾	Amounts disclosed in this column reflect 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 12 to the Company’s audited financial statements for the year ended December 31, 2021, included in the Company’s annual Report on Form 10-K for the year ended December 31, 2021. For further information on the Option grants made in 2021, see the “Grants of Plan-Based Awards in 2021” table below.
	⁽⁴⁾	Amounts disclosed in this column 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 include the Company’s 401(k) matching contributions.
	⁽⁶⁾	Sonia was hired as Chief Financial Officer on July 6, 2020 and resigned April 2022.

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		442,406	983,125	1,966,250
	RSU	3/17/2021				164,799			2,500,001
	Option	3/17/2021					290,994	15.17	2,803,029
Sonia Jain	STIP Bonus		287,118	638,040	1,276,080
	RSU	3/17/2021				97,772			1,483,201
Jim Rogers	STIP Bonus		107,819	239,597	479,194
	RSU	3/17/2021				36,716			556,982
Doug Miller	STIP Bonus		283,462	629,915	1,259,832
	RSU	3/17/2021				74,160			1,125,007

Name	Grant Date		Option Awards					Stock Awards
			Number of Securities Underlying Unexercised Options (#)		Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)	Option Exercise Price ($)	Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested (#)	Market Value of Shares or Units That Have Not Vested ($)⁽¹⁾	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)⁽¹⁾
			Exercisable	Unexercisable
Alex Vetter	3/1/2018	⁽²⁾						17,433	280,497
	3/1/2019	⁽³⁾						20,816	334,929
	3/1/2019	⁽⁴⁾								93,672	1,507,182
	3/18/2020	⁽⁵⁾		513,228		5.40	3/18/2030
	3/18/2020	⁽⁶⁾						308,642	4,966,050
	3/17/2021	⁽⁷⁾		290,994		15.17	3/17/2031
	3/17/2021	⁽⁸⁾						164,799	2,651,616
Sonia Jain	8/28/2020	⁽⁹⁾						109,778	1,766,328
	3/17/2021	⁽⁸⁾						97,772	1,573,151
Jim Rogers	3/1/2018	⁽²⁾						2,793	44,939
	3/1/2019	⁽³⁾						3,252	52,325
	3/1/2019	⁽⁴⁾								9,756	156,974
	3/18/2020	⁽⁶⁾						66,759	1,074,152
	3/17/2021	⁽⁸⁾						36,716	590,760
Doug Miller	8/1/2018	⁽¹⁰⁾						1,813	29,171
	3/1/2019	⁽³⁾						5,690	91,552
	3/1/2019	⁽⁴⁾								17,070	274,656
	3/18/2020	⁽⁶⁾						104,272	1,677,736
	3/17/2021	⁽⁸⁾						74,160	1,193,234

	⁽¹⁾	Reflects the market value of outstanding RSUs and PSUs based on the price per share of common stock of $16.09, the closing market price on December 31, 2021. These amounts do not correspond to the actual value that may be realized by the NEOs. Receipt of any of the value of vesting equity is contingent upon the NEO’s continued employment with the Company through each applicable vesting date.
	⁽²⁾	On March 1, 2022, the following RSUs vested: 17,433 for Alex and 2,793 for Jim.
	⁽³⁾	On March 1, 2022, the following RSUs vested: 20,816 for Alex, 3,252 for Jim and 5,690 for Doug.
	⁽⁴⁾	These PSUs vested in March 2022, subject to attainment of specific performance objectives established for fiscal years 2019 - 2021. PSU number and value is set forth at 100% target but such PSUs actually paid out at 14%.
	⁽⁵⁾	100% of these stock options will vest on March 1, 2023.
	⁽⁶⁾	On March 1, 2022, the following RSUs vested: 154,321 for Alex, 33,379 for Jim and 52,136 for Doug. The remainder of these RSUs will vest on March 1, 2023.
	⁽⁷⁾	100% of these stock options will vest on March 1, 2024.
	⁽⁸⁾	On March 1, 2022, the following RSUs vested: 54,933 for Alex, 32,591 for Sonia, 12,239 for Jim and 24,720 for Doug. The remainder will vest in equal installments on March 1, 2023, and March 1, 2024
	⁽⁹⁾	These RSUs will vest in equal installments on August 1, 2022 and August 1, 2023.
	⁽¹⁰⁾	The final installment of RSUs will vest on August 1, 2022.

Name	Number of Shares Acquired on Vesting (#)⁽¹⁾	Value Realized On Vesting ($)⁽²⁾
Alex Vetter	207,099	2,934,048
Sonia Jain	54,890	663,071
Jim Rogers	39,424	559,032
Doug Miller	59,637	841,850

	⁽¹⁾	Reflects the aggregate number of shares of common stock underlying the RSUs that vested in 2021.
	⁽²⁾	Calculated by multiplying (i) the fair market value of common stock on the vesting date, which was determined using the closing price on the NYSE of a share of common stock on the date of vesting or, if such day is a holiday, on the immediately preceding trading day by (ii) the number of shares of common stock acquired upon vesting. Shares of stock were withheld to pay taxes due in connection with the vesting. Of the amount shown, Alex received net shares valued at $1,813,319; Sonia received net shares valued at $473,427; Jim received net shares valued at $391,325; and Doug received net shares valued at $633,394

Executive	Payment Elements	Qualifying Termination under the CIC Severance Plan ($)			Qualifying Termination under the Executive Severance Plan ($)
Alex Vetter	Salary		1,400,000	⁽¹⁾		1,050,000	⁽¹⁾
	STIP Award		1,212,205	⁽²⁾		1,589,228	⁽³⁾
	Restricted Stock Units		8,233,092	⁽⁴⁾		7,349,220	⁽⁵⁾
	Performance Stock Units		1,507,182	⁽⁶⁾		1,507,182	⁽⁶⁾
	Stock Options		5,754,122	⁽⁷⁾		3,267,333	⁽⁸⁾
	Health Coverage		44,683			33,512
	Outplacement		25,000			—
	TOTAL		18,176,284			14,796,475
Sonia Jain ⁽⁹⁾	Salary		741,600	⁽¹⁾		494,400	⁽¹⁾
	STIP Award		1,200,000	⁽²⁾		1,218,040	⁽³⁾
	Restricted Stock Units		3,339,480	⁽⁴⁾		1,407,553	⁽⁵⁾
	Health Coverage		10,078			6,719
	Outplacement		25,000			—
	TOTAL		5,316,158			3,126,712
Jim Rogers	Salary		556,973	⁽¹⁾		371,315	⁽¹⁾
	STIP Award		281,128	⁽²⁾		352,048	⁽³⁾
	Restricted Stock Units		1,762,177	⁽⁴⁾		831,258	⁽⁵⁾
	Performance Stock Units		156,974	⁽⁶⁾		156,974
	Health Coverage		7,704			5,136
	Outplacement		25,000			—
	TOTAL		2,789,956			1,716,731
Doug Miller	Salary		675,000	⁽¹⁾		450,000	⁽¹⁾
	STIP Award		691,542	⁽²⁾		906,532	⁽³⁾
	Restricted Stock Units		2,991,694	⁽⁴⁾		1,357,336	⁽⁵⁾
	Performance Stock Units		274,656	⁽⁶⁾		274,656
	Health Coverage		26,447			17,631
	Outplacement		25,000			—
	TOTAL		4,684,339			3,006,155

	⁽¹⁾	Represents a lump sum payment in an amount equal to the executive’s annual base salary times the severance multiple applicable under each termination scenario.
	⁽²⁾	Represents a lump sum payment in an amount equal to the severance multiple times the three-year average STIP award plus a pro-rated portion of the three-year average bonus based on the number of days served during the year of termination. As of December 31, 2021, the pro-rated portion of the three-year average bonus is 100%.

	⁽⁴⁾	Represents the dollar value of 100% accelerated vesting of such individual’s RSU awards outstanding as of December 31, 2021.
	⁽⁵⁾	Represents the dollar value of continued vesting of RSUs vesting for 18 months (for the CEO) or 12 months (for the other NEOs) of the termination date, which is assumed to be December 31, 2021.
	⁽⁶⁾	Represents the dollar value of accelerated vesting of PSUs based on target achievement of performance objective.
	⁽⁷⁾	Represents the dollar value calculated by multiplying the amount by which $16.09 (the closing price of the Company’s stock on December 31, 2021) exceeds the exercise price of the Option by the number of shares subject to the accelerated portion of the Option. Alex’s Options outstanding as of December 31, 2021 comprised of 513,228 Options at an exercise price of $5.40 and 290,994 options at an exercise price of $15.17.
	⁽⁸⁾	A pro rata portion of Options vest for Alex, which is calculated as the total number of Options eligible to vest multiplied by a fraction, the numerator of which is the number of full months from grant date to termination date (December 31, 2021) and the denominator of which is the number of full months from grant date to vesting date. This represents 21 of 36 months for 513,228 Options granted on March 18, 2020 at an exercise price of $5.40 and 9 of 36 months for 290,994 Options granted on March 17, 2021 at an exercise price of $15.17. Such pro rata number of shares subject to the Option is then multiplied by the amount by which $16.09 exceeds the exercise price of the Option to calculate the dollar value.
	⁽⁹⁾	Sonia terminated employment effective April 15, 2022 without the payment of any severance.

	●	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 correlated with and 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 to directly tie the executive’s expectation of compensation to their contributions to the long-term value of the Company.

Plan Category	Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights⁽¹⁾ (a)	Weighted- Average Exercise Price of Outstanding Options, Warrants and Rights (b)⁽²⁾	Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a))⁽³⁾
Equity compensation plans approved by security holders	4,630,056	$8.94	11,173,473
Equity compensation plans not approved by security holders	—	—	—
Total	4,630,056	—	11,173,473

	⁽¹⁾	Represents RSUs, PSUs and stock options issued under our Equity Compensation Plans. RSUs and PSUs may be settled only for shares of our common stock on a one-for-one basis. Stock options may be exercised at a specified grant exercise price and settled for shares of our common stock on a one-for-one basis. The number included for PSUs reflects units awarded at target. Please see the “Compensation Discussion and Analysis” section of this Proxy Statement for further information regarding our equity awards.
	⁽²⁾	The weighted-average exercise price does not include shares to be issued upon settlement of outstanding RSUs and PSUs because RSUs and PSUs have no exercise price.
	⁽³⁾	Consists of 8,882,982 shares reserved for issuance under our Omnibus Incentive Compensation Plan and 2,290,491 shares reserved for issuance under our ESPP.

Name of Beneficial Owner	No. of Shares Beneficially Owned			No. of Stock Units⁽¹⁾			Percentage of Shares Beneficially Owned
Directors:
Jerri DeVard		27,076			31,410		*
Scott Forbes		69,203			48,452		*
Jill Greenthal		55,983			15,065		*
Thomas Hale		57,587	⁽²⁾		5,812		*
Michael Kelly		30,011			25,598		*
Donald A. McGovern Jr.		59,077	⁽²⁾		5,812		*
Greg Revelle		51,531	⁽²⁾⁽³⁾		11,955		*
Jenell R. Ross		0			13,739		*
Bala Subramanian		35,112	⁽²⁾		19,455		*
Bryan Wiener		41,745	⁽²⁾		19,455		*
*Named Executive Officers:*
Alex Vetter		469,810		—		⁽⁴⁾	*
Sonia Jain		63,975		—		⁽⁵⁾	*
Jim Rogers		86,757		—		⁽⁶⁾	*
Doug Miller		100,553		—		⁽⁷⁾	*
All directors and current executive officers as a group (14 persons)		1,036,971			196,753		1.5%

SEC Form DEF 14A filed by Cars.com Inc.