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 Pursuant §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 all boxes that apply):

☒ No fee required

☐ Fee paid previously with preliminary materials

☐ Fee computed 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

Letter from our Chairman

Dear Fellow Stockholders:

On behalf of the Board of Directors and the senior management team, we are pleased to invite you to join the 2023 Annual Meeting of Stockholders of Cars.com Inc., which will be held virtually on June 7, 2023, beginning at 9:00 a.m. Central Time. You may join at www.virtualshareholdermeeting.com/CARS2023.

Your vote is important. Whether or not you plan to virtually attend the Annual Meeting, we urge you to vote online, by telephone or by mail as soon as possible to ensure your vote is recorded promptly.

During the Annual Meeting, you will also have the opportunity to vote on matters set forth in the accompanying Proxy Statement, as well as have the opportunity to ask questions.

On behalf of the Board of Directors, I thank you for your investment and continued support of Cars.com, and I look forward to working with my fellow directors and the management team to drive growth and sustainable long-term value for all our stockholders in 2023 and beyond.

Sincerely,

Scott E. Forbes

Chairman of the Board of Directors

Cars.com Inc. 2023 Proxy Statement

Time and Date

Wednesday, June 7, 2023

9:00 a.m. Central Time

Place

Online at

http://www.

virtualshareholdermeeting.

com/CARS2023.

Record Date

April 11, 2023

Notice of 2023 Annual Meeting of Stockholders

To our stockholders, you are invited to attend the Annual Meeting of Stockholders of Cars.com Inc. (the “Annual Meeting”).

At the Annual Meeting, we will ask you to consider the following proposals as more fully explained in the accompanying Proxy Statement:

Items of Business		Board Recommendation
	Election of eleven directors named in this Proxy Statement (Page 20)	“FOR”
	Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year 2023 (Page 59)	“FOR”
	Advisory approval of our Named Executive Officer compensation (Page 62)	“FOR”

In addition, at the Annual Meeting we will conduct any other business that may properly come before the meeting.

While all stockholders are invited to attend the Annual Meeting, only stockholders of record as of the close of business on April 11, 2023, are entitled to receive notice of, to attend and to vote at the Annual Meeting or any postponements or adjournments of the Annual Meeting. The Annual Meeting will be a completely virtual meeting. All stockholders are cordially invited to attend the Annual Meeting by live webcast. You will not be able to attend the Annual Meeting in person.

WE ENCOURAGE YOU TO READ THE 2023 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 11, 2023, a Notice of Internet Availability of Proxy Materials (the “Notice”) on or about April 29, 2023. Additionally, the Proxy Statement, the proxy or voting instruction card, and our 2023 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.

Cars.com Inc. 2023 Proxy Statement

YOUR VOTE
IS IMPORTANT

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.

If voting in advance of the Annual Meeting, you may do so as follows:


Vote by Internet	Go to www.proxyvote.com Follow instructions on the website. Vote by 11:59 p.m. ET on June 6, 2023
Vote by Telephone	Call 1-800-690-6903 Follow the recorded instructions Vote by 11:59 p.m. ET on June 6, 2023
Vote by Mail	If you received a proxy card by mail, mark, sign, date and return the proxy card in the enclosed, postage-paid envelope.

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/CARS2023.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2023 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD JUNE 7, 2023.

Our Proxy Statement and 2023 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.

Questions and Answers about the Annual Meeting

We encourage you to review the Questions and Answers about the 2023 Annual Meeting section beginning 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
Chief Legal Officer and Secretary

April 28, 2023
Chicago, Illinois

Cars.com Inc. 2023 Proxy Statement

Table of Contents

Letter from our Chairman	3
Notice of 2023 Annual Meeting of Stockholders	4
Corporate Governance	7
Key Governance Practices	7
Board Leadership Structure	7
Board Oversight Roles	9
Board Committees	11
Corporate Governance Documents	17
Proposal One: Election of Directors	19
Director Nomination Process	20
Board Composition and Experience	20
2023 Director Nominees	22
Compensation of Non-Executive Directors	27
Compensation Discussion and Analysis	29
Our Named Executive Officers	29
Executive Officers	29
Fiscal 2022 Performance	30
Our Compensation Philosophy	31
Role of the Compensation Committee, Management, Compensation Consultants and Compensation Peer Groups	32
Stockholder Engagement	34
Principal Elements of Our Executive Compensation Practices	34
Executive Compensation Policies and Arrangements	39
Compensation Committee Report	40

Named Executive Officer Compensation	41
Compensation and Risk	46
Equity Compensation Plan Information	47
CEO Pay Ratio Disclosure	47
Pay Versus Performance	48
Security Ownership	52
Security Ownership of Certain Beneficial Owners	52
Security Ownership of Directors, Named Executive Officers and Executive Officers	53
Transactions with Related Persons	54
Proposal Two: Ratification of Appointment of Ernst & Young LLP as Independent Registered Public Accounting Firm	55
Audit and non-audit fees	55
Audit Committee Report	56
Proposal Three: Advisory Approval of Executive Compensation (Say on Pay)	58
Questions and Answers About the Annual Meeting	59

Cars.com Inc. 2023 Proxy Statement

Forward Looking Statements

All forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those that we expected. Important factors that could cause actual results to differ materially from our expectations or estimates reflected in such forward-looking statements are disclosed under “Risk Factors” and “Forward-Looking Statements” in our Annual Report on Form 10-K.

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

Corporate Governance

Corporate governance at CARS is designed to promote the long-term interests of our stockholders, strengthen Board and management accountability, provide strategic oversight and risk assessment, and engender public trust.

Key Governance Practices

	10 of 11 of our directors are independent (91%)		No Poison Pill

	Independent Chair of the Board		Stock Ownership and Retention Policy for our non-employee directors and executive officers

	All Board committees are comprised of independent directors and are chaired by independent directors		Executive Compensation Clawback Policy

	Separate Chair and CEO		Prohibition on hedging and restrictions on pledging CARS’ common stock

	All directors elected by stockholders annually		One class of common stock, with each share carrying equal voting rights (a “one-share, one-vote” standard)

	Majority Voting Standard in Director Elections, and directors not receiving majority support must tender their resignation for consideration by the Board		Annual Board and committee evaluations

	An executive session for non-executive directors is included on the agenda of every regular Board meeting and regular committee meeting		Annual “Say-on-Pay” Advisory Vote

Board Leadership Structure

The Board regularly evaluates the leadership structure of CARS and may consider alternative structures, as appropriate, over time. The Board believes that CARS and our stockholders are best served by the Board retaining discretion to determine the appropriate leadership structure. The Board also believes that the current structure, which separates the Chair and CEO roles, is appropriate. In particular, this structure clarifies the individual roles and responsibilities of CEO and Chair, streamlines decision-making, and enhances accountability.

The Chair has robust responsibilities including:

●

ensuring that the Board is effectively discharging its responsibility for setting and implementing CARS’ strategic plan;

●

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

●

serving as the principal liaison between CARS management and directors, although CARS policy also provides that all directors 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;

●

consulting with the CEO and directors regarding Board agenda items;

Cars.com Inc. 2023 Proxy Statement

●

approving the scheduling of Board meetings and approving the agenda and materials for each Board meeting and executive session of our Board’s non-employee directors;

●

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

●

leading the Board in its review of the results of the annual self-evaluation process, including acting on director feedback as needed; and

●

communicating with stockholders when appropriate.

Director Independence

The Board believes that a majority of its members should be independent. The Board, led by the Environmental, Social and Governance Committee (“ESG Committee”), evaluates the independence of its members at least annually, and at other appropriate times when a change in circumstances could potentially impact the independence or effectiveness of one or more directors (such as in connection with a change in employment status or other significant status changes). After carefully considering all relevant relationships, the Environmental, Social and Governance Committee submits its recommendations regarding independence to the Board, which then makes a determination with respect to each director.

The Board has affirmatively determined that all non-executive directors are independent as defined by the NYSE listing standards and the Securities Exchange Act of 1934, as amended. Mr. Vetter, our CEO, is the only employee director and is not independent because of his employment with CARS. The Chair of the Board is independent and all current members of the Audit Committee, Compensation Committee, and ESG Committee are independent.

Board Size

The Board sets the number of directors from time to time by resolution adopted by a majority of the Board. The ESG Committee reassesses the suitability of the Board’s size at least annually. The Board has the flexibility to increase or decrease the size of the Board as circumstances warrant. There are currently 11 members of the Board, comprised of 10 independent, non-executive directors and the CEO.

Board Tenure and Refreshment

We routinely assess the composition of our Board to ensure we have the right combination of attributes, experiences, qualifications, and skills to maximize the Board’s potential. We believe CARS, our employees, and our stockholders benefit from both the continuity of longer-tenured directors and complemented by the fresh perspectives of newer directors. CARS does not currently have a specific term limit or a set retirement age for directors. CARS’ policy regarding director tenure and retirement is determined on a case-by-case basis depending upon various factors, including the age and experience of the director and history of service on the Board. The average tenure of our directors is less than six years as of the date of the Annual Meeting, and our most recent director joined the Board in 2021.

Meeting Attendance

During 2022, our Board held five meetings, the Audit Committee held eight meetings, the Compensation Committee held five meetings and the ESG Committee held four meetings. Each director attended more than 75% of the total meetings of the Board and committees on which the director served. Nine directors attended the 2022 Annual Meeting of Stockholders.

Executive Sessions

Executive sessions of non-employee directors are held in connection with regularly scheduled Board meetings and at other times as necessary and are chaired by the Chair. Our Board’s practice is to hold executive sessions without the presence of management, including the CEO. Our committees also generally meet in executive session at the end of committee meetings and are chaired by the respective committee chairs.

Cars.com Inc. 2023 Proxy Statement

Director Service on Outside Boards and Other Commitments

While our directors bring a wealth of business and strategic experience from other business affiliations to our Board, each director is expected to ensure that other existing and future commitments, including employment responsibilities and service on other public company boards, does not materially interfere or conflict with service as a director on our Board. The ESG Committee regularly reviews directors’ outside commitments for conflicts of interest and may not consent to a director’s acceptance of an additional directorship as a condition of continued service on our Board. We do not have any directors that serve as executive chair of any public company while serving on more than two external public company boards or any directors who serve on more than five public company boards. We do not believe that any of our directors have been or are overboarded.

Board Oversight Roles

Strategic Oversight

One of the Board’s key responsibilities is overseeing management’s development and execution of CARS’ business strategy. Throughout the year, our CEO and executive officers provide detailed business and strategy updates to the Board. The Board engages with our CEO and executive officers regarding various strategic topics, including business operating strategy and initiatives, capital allocation, the competitive landscape, industry and economic trends, talent and culture (including the benefits of experience that comes from a diverse and inclusive board), environmental, social, and governance matters, and regulatory developments. Additionally, on an annual basis, the Board reviews and approves CARS’ financial plans. While the Board oversees our strategic planning process, management is responsible for day-to-day operations and executing our strategy.

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 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 the oversight of our risk management. 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 for the discussion of risks that the chair of that committee believes will benefit non-committee member directors.

Cars.com Inc. 2023 Proxy Statement

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

Board of Directors
Overall identification, management and mitigation of risk, with a focus on strategic risks

Audit Committee	Compensation Committee	Environmental, Social, and Governance Committee
Oversees CARS’ financial statements, compliance with legal and regulatory requirements and corporate policies and controls, including controls over financial reporting, information security and cybersecurity, and the independent auditor and internal audit function.	Oversees CARS’ compensation plans, including employee and director equity grants as well as senior management organization and succession planning.	Oversees key non-financial regulatory risks; management policies and programs relating to environmental, social, and governance matters, including those related to sustainability and climate change, diversity and inclusion, Board effectiveness and independence, adherence to our corporate governance guidelines; and other corporate governance matters.


Management

● Responsible for the day-to-day management and mitigation of risk ● Provides reports to the Board, the Audit Committee, and any other appropriate committee regarding key risks and the actions management has taken to monitor, control, and mitigate risks ● Discusses and provides updates on business performance and progress on strategic plan

To learn more about risks facing CARS, you can review the risks described in Item 1A. Risk Factors in the 2022 Annual Report on Form 10-K. The risks described in Form 10-K are not the only risks facing CARS. Additional risks and uncertainties also may materially adversely affect our business, financial condition or results of operations in future periods.

Cars.com Inc. 2023 Proxy Statement

Cybersecurity and Information Security Risk Oversight

Our Board and the Audit Committee oversee CARS’ management of cybersecurity and information security risk. The Board and the Audit Committee receive presentations and regular reports throughout the year from management on the effectiveness of CARS’ overall cybersecurity program, CARS’ 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. We have taken the following steps to address cybersecurity and information security risks:

●

Implemented company-wide cybersecurity training, anti-phishing and awareness programs for employees;

●

Conducted periodic audits and targeted risk assessments of our IT security capabilities to proactively identify and strengthen cybersecurity; and

●

purchased cybersecurity insurance policy to provide financial protections.

Our Information Security Team, led by our Chief Legal Officer, meets with our Audit Committee at least quarterly to provide updates on cybersecurity and information security programs, risks, and concerns. The Chair of the Audit Committee informs the Board of the outcome of these committee reviews through updates presented to the Board at regularly scheduled Board meetings.

Oversight of Environmental, Social and Governance

CARS is driven by a culture that cares about our people, our customers, our community and our planet. In 2021, we renamed the Board’s Nominating and Corporate Governance Committee as the ESG Committee. The Committee is charged with overseeing CARS’ efforts in the important areas of environmental, social, and governance (ESG) matters, and ensuring 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. The Board’s oversight of ESG includes review of environmental, community affairs, corporate donations, corporate governance, diversity, equity and inclusion, and culture and human capital management matters. Our Chief Legal Officer and Chief Communications Officer regularly meet with and provide reports to the Board and ESG Committee on ESG-related matters and recent developments, so that the Board and the ESG Committee can ensure that any material ESG risks and opportunities are appropriately integrated into CARS’ long-term strategy. For more information about CARS’ ESG efforts see the Environmental Social and Governance Highlights section.

Board Committees

Our Board has three 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 investor.cars.com.

Committee Membership

Name	Audit Committee	Compensation Committee	ESG Committee
Scott Forbes		Chair
Jerri DeVard
Jill Greenthal			Chair
Thomas Hale
Michael Kelly
Donald A. McGovern Jr.	Chair
Greg Revelle
Jenell Ross
Bala Subramanian
Alex Vetter
Bryan Wiener

Cars.com Inc. 2023 Proxy Statement

Information about our Committees

The Audit Committee assists our Board in its oversight of CARS’ financial statements, compliance with legal and regulatory requirements and corporate policies and controls, including controls over financial reporting, information security and cybersecurity, and the independent auditor and internal audit function.

The Audit Committee’s responsibilities include:

●

Accounting and Financial Reporting: overseeing the financial reporting process, including the integrity of our financial statements and internal controls;

●

Independent Auditor: reviewing and evaluating the independent auditor’s qualifications, performance, compensation and independence;

●

Internal Audit: overseeing the design, implementation and performance of the CARS’ internal audit function;

●

Transactions with Related Persons: reviewing and approving or ratifying related party transactions between CARS or our subsidiaries and related persons;

●

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

●

Audit Committee Report: provide annual Audit Committee Report.

Audit Committee

Committee Members

Donald A. McGovern Jr.

Jill Greenthal

Thomas Hale

Michael Kelly

Jenell Ross

Bala Subramanian

Bryan Wiener

Number of meetings during 2022

Independence Determination

The Board has determined that all members of the Audit Committee satisfy the applicable audit committee independence requirements of the NYSE and the SEC.

Financial Literacy and Audit Committee Financial Expert

The Board has also determined that all members meet the NYSE’s financial literacy requirements and that each of Don, Jill, Tom, Mike and Bryan qualifies as an “audit committee financial expert” as defined by applicable SEC rules.

Audit Committee Highlights

●

Audit Committee Chair. The Chair of the Audit Committee is a Certified Public Accountant (“CPA”) with knowledge and experience in auditing financial matters.

Cars.com Inc. 2023 Proxy Statement

●

Enterprise Risk Management. The Audit Committee in its risk management function continued its oversight of the enterprise risk management, which is delegated to the legal and information security functions of CARS. Management provides the Audit Committee with periodic updates as part of regularly held Committee meetings with the Audit Committee providing guidance and support.

●

Cybersecurity. The Audit Committee regularly reviewed notable security events, information security and data privacy projects, and phishing simulation campaigns results.

●

Audit Committee Charter Update. The Audit Committee updated its charter to align with corporate governance best practices.

●

Investment Policy and Treasury Risk Management Policy. The Audit Committee reviewed the CARS Investment Policy and Treasury Risk Management Policy to ensure compliance with best practice.

●

Policy on Hiring of Employees or Former Employees of Independent Auditor. The Audit Committee has clear guidelines when CARS considers hiring employees, former employees or close family members of employees of our independent auditor.

●

Internal Audit Charter. The Audit Committee updated CARS Internal Audit Charter to further align with best practices for public companies.

Whistleblower Hotline

●

The Board has established a hotline for employees, customers, suppliers, stockholders and other interested parties to submit confidential and anonymous reports regarding any actual or suspected violation of CARS policies or applicable laws and regulations. Any employee, stockholder, or other interested party may call the hotline and submit a report 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. The Audit Committee regularly receives updates on Whistleblower Hotline activity during regularly held Committee meetings.

The Compensation Committee assists the Board in discharging its responsibilities relating to the CARS’ compensation philosophy and the compensation of CARS’ directors, executive officers, and senior officers and has overall responsibility for oversight of CARS’ compensation plans, policies, and programs.

The Compensation Committee’s duties and responsibilities include:

●

Director Compensation: periodically reviewing and recommending to the Board the appropriate level and manner of compensation for directors, including equity-based compensation;

●

CEO Compensation: annually reviewing and approving corporate goals and objectives relevant to CEO compensation, evaluating the CEO’s performance considering those goals and objectives and determining and approving the CEO’s compensation level based on this evaluation;

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Senior Officer Compensation: periodically reviewing and approving the annual base salaries, short term incentive, long-term incentive, equity awards and other forms of compensation for senior officers;

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Compensation Plans: reviewing and approving all equity-based compensation plans of the Company and administering our Omnibus Incentive Compensation Plan and in that role is responsible for approving equity grants to employees;

●

Compensation Risk Management: reviewing and overseeing the risk assessment of the CARS’ compensation programs and advising the Audit Committee of financial risks related matters arising from, or relating to, CARS’ compensation programs, and reporting the same to the Board;

●

Organization and Succession Planning: together with the ESG Committee, annually reviewing CARS’ Organization and Succession Plan for our CEO and senior officers; and

●

Compensation Committee Report: providing the annual Compensation Committee Report.

Compensation
Committee

Committee Members

Scott Forbes (Chair)

Jerri DeVard

Michael Kelly

Donald A. McGovern, Jr.

Greg Revelle

Bala Subramanian

Number of meetings during 2022

Independence Determination

The Board has determined that all members of the Compensation Committee satisfy the applicable compensation committee independence requirements of the NYSE and the SEC.

Compensation Committee Interlocks and Insider Participation

No Compensation Committee member has ever been an officer or employee of CARS. No executive officer of CARS 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.

Cars.com Inc. 2023 Proxy Statement

Compensation Committee Highlights

●

New Independent Compensation Consultant. In 2022, the Compensation Committee initiated a competitive process and a request for proposal for independent compensation consultant support. After rigorous review and diligence, the Compensation Committee retained Korn Ferry as its independent compensation consultant.

●

2022 Advisory Vote on Executive Compensation (Say on Pay). CARS has continued to actively engage with its stockholders, and in 2022, CARS received 91.2% of stockholder approval, based on the total votes cast.

Environmental, Social and Governance Committee

Committee Members

Jill Greenthal (Chair)

Jerri DeVard

Scott Forbes

Thomas Hale

Greg Revelle

Jenell Ross

Bryan Wiener

Number of meetings during 2022

The ESG Committee assists our Board in overseeing environmental, social, and governance matters, including those related to sustainability and climate change, that are relevant to CARS’ business, and devoting appropriate attention and effective response to stockholder concerns regarding such matters.

The ESG Committee’s duties and responsibilities include:

Environmental

●

overseeing progress and advising the Board on CARS’ environmental and climate-related goals and initiatives and CARS’ position in independent rating systems;

●

maintaining oversight of communications on environmental sustainability matters, including climate-related risks and opportunities, and working with management to collect feedback on stockholder concerns related to environmental sustainability;

Social

●

reviewing and discussing with management the human capital management matters relevant to CARS’ employees, including creating an equitable and fair work environment, workplace health and safety, diversity and inclusion, employee engagement, and policies promoting such outcomes;

●

reviewing and providing guidance on CARS’ public policy advocacy efforts to ensure alignment with company policies and values;

●

overseeing and reviewing CARS’ policies on community involvement and corporate charitable activities;

Governance

●

overseeing CARS’ corporate governance policies and practices;

●

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

●

recommending Board committee appointments and chairs; and

●

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

Organization and Succession Planning: the ESG Committee, together with the Compensation Committee annually reviews CARS’ Organization and Succession Plan

Independence Determination

The Board has determined that all members of the ESG Committee are independent under NYSE requirements.

Cars.com Inc. 2023 Proxy Statement

Environmental, Social and Governance Highlights

●

Scope 1 and Scope 2 Emissions Assessment. CARS completed a scope 1 and 2 greenhouse gas emissions inventory for 2019 through 2021 to understand our carbon footprint and identify areas to incrementally reduce emissions. We noted a 19% decrease in emissions from 2020 to 2021, due to our hybrid work environment and decreased in-office energy consumption. We are continuing to collect data for subsequent years and will report GHG emissions for 2022 once they become available. CARS updated its Environmental and Climate Change Policy to include annual GHG emissions reporting.

Our baseline emissions for 2019 through 2021 are as follows:


	GHG Emissions (Metric tons CO₂e)
	2019	2020	2021

Scope 1	119.06	127.40	102.05

Scope 2	939.57	691.02	564.63

Environmental

●

Climate Risk Assessment. CARS conducted a climate risk assessment to better understand the types of climate-related risks that are most salient for our business. This assessment reviewed CARS’ exposure to these risks as well as the systems in place to mitigate these risks. Overall, it was determined that CARS has a low risk of significant business impacts related to climate change.

●

Increased Electric Vehicle Editorial Content. CARS drove education and awareness of electric vehicles through increased editorial content on our Cars.com website, resulting in over six million visits to the Cars.com website.

●

CARS Carbon Cashback. CARS launched a campaign that awards a $1,500 grant to CARS employees who purchased an all-electric vehicle from any of CARS’ dealer customers between January 1, 2022 – December 31, 2022.

Cars.com Inc. 2023 Proxy Statement

Social

●

Training and Development Opportunities. Our training opportunities and leadership development programs combined with our annual performance reviews and employee feedback processes enable our teams to grow and evolve to meet the needs of our company and our industry. We partner with several educational institutions to provide internships and training programs for staff and offer tuition reimbursements for degree programs and certifications.

●

Expanded Employee Health and Wellness Benefits and Training. CARS expanded mental health programming to recognize Mental Health Awareness Month in May 2022 with new resources, events and activities for employees.

●

CARS Votes. We launched the CARS Votes initiative, which empowers our employees and communities to make their voices heard on election day. The initiative includes voting registration, voting resources and up to eight hours of paid time off to participate in local and federal elections.

●

CARS Giving. CARS has donated over $1,000,000 to local and industry organizations since 2020, including the National Association of Minority Automobile Dealers (NAMAD), Women in Automotive and Girls Who Code.

●

Local Community Support. We launched the CARS Volunteer Challenge to 100 with the goal of serving 100 local communities and encouraging employees to use their eight volunteer hours, resulting in 132 local communities impacted.

●

Occupational (Workplace) Health and Safety Policy. We updated our Labor and Human Rights Policy to indicate monitoring of OH&S performance data.

●

Labor Rights and Human Rights Policy. We updated our Labor and Human Rights Policy to indicate consideration of environmental, human and labor rights issues when selecting new suppliers and to identify water as a fundamental right.

●

Employee Resource Groups (ERGs). ERGs are voluntary, employee-led groups that are open to all employees that allow for the open sharing of ideas and cultural awareness, opportunities to network internally, provide ideas and solutions, and create opportunities for mentoring and career development.

●

Diversity Equity and Inclusion Included as a Component of Executive Compensation. CARS continues to consider diversity, equity and inclusion as a critical component of executive incentive compensation.

●

Annual Diversity Equity and Inclusion (“DEI”) Forum. CARS held its annual company-wide DEI forum to review our progress against DEI goals.

Cars.com Inc. 2023 Proxy Statement

Governance

●

Charter Updates. The ESG Committee led a review of all committee charters and updated the ESG charter to further reflect the committee’s responsibilities for environmental, social, and governance matters.

●

Stock Ownership and Retention Policy. We revised our Stock Ownership and Retention Policy to align with best practices.

Building a Diverse and Inclusive Workforce

CARS believes that fostering a culture of inclusion strengthens our business performance, improves our ability to recruit and develop talent and provides a rewarding workplace experience that allows all our employees to thrive and succeed. This commitment starts with leadership where our NEOs are 50% (2) women and 50% (2) men. Our NEOs are also 50% White (2), 25% African American (1) and 25% Asian (1). Our twelve-member executive management team, which are senior executive leaders that report to the CEO, is comprised of 50% (6) women and 50% (6) men. The executive management team is 75% White (9), 17% African American (2), and 8% Asian (1).

As of December 31, 2022, CARS had 1,717 full-time employees. In total, 56% (958) of our employees are men and 44% (759) are women. Approximately 74% (1,274) of our employees are White, 8% (144) are Hispanic or Latino, 8% (134) are Asian, 6% (98) are African American, 4% (63) identify as two or more races, 0.12% (2) are American Indian or Alaska Native, and 0.12% (2) are Native Hawaiian or Pacific Islander.

Corporate Governance Documents

Code of Conduct

Our credibility and reputation depend upon the good 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. The Code of Conduct embodies our expectations on several topics including conflicts of interest, fair dealing, compliance with laws, rules, and regulations, protection of company assets, and protection of confidential information. Employees are expected to report any conduct that they believe in good faith to be an actual or apparent violation of our Code of Conduct.

We regularly review our Code of Conduct and related policies to ensure that they provide clear guidance. Additionally, to foster a strong culture of compliance and ethics, we conduct annual compliance training for all employees, which covers areas such as our Code of Conduct, insider trading, anti-harassment, employment discrimination and cybersecurity. Upon joining CARS and annually thereafter, our employees must complete the required compliance training.

Cars.com Inc. 2023 Proxy Statement

Governance Guidelines of the Board of Directors

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.

Insider Trading Policy

Our Insider Trading Policy prohibits all CARS directors, executive officers and employees from trading in CARS securities while in possession of material, non-public information about CARS, and from trading any CARS derivatives (e.g., put or call options), engaging in short sales or otherwise engaging in hedging activities, and pledging of CARS securities.

Where to Find Governance Documents

CARS is committed to strong corporate governance, and we believe that it is essential to creating long-term stockholder value. Aligned with that belief, our Board has adopted company-wide corporate governance policies and works with management to review and revise as appropriate on a periodic basis to ensure that the policies reflect our corporate governance objectives and best practices. Please visit the Governance section of our website at https://investor.cars.com/ to learn more about our corporate governance practices and to access the following material:

● Director and Management Biographies	● Code of Conduct	● Environmental Compliance and Climate Change Policy
● Certificate of Incorporation	● Insider Trading Policy	● Labor Rights and Human Rights Policy
● Bylaws	● Corporate Governance Guidelines	● Supplier Code of Conduct
● Committee Charters	● Clawback Policy	● Ethics Reporting Guidelines

Cars.com Inc. 2023 Proxy Statement

Proposal One:
Election of Directors

The Board, acting upon the recommendation of the ESG Committee, has nominated the following 11 directors for reelection to the Board.

●

Scott Forbes

●

Jerri DeVard

●

Jill Greenthal

●

Thomas Hale

●

Michael Kelly

●

Donald A. McGovern Jr.

●

Greg Revelle

●

Jenell Ross

●

Bala Subramanian

●

Alex Vetter

●

Bryan Wiener

Each of the director nominees currently serves on the Board and was elected by the stockholders at the 2022 Annual Meeting. Our directors are elected annually by a majority of votes cast to enhance their accountability to stockholders. If elected, each director will hold office until the 2024 Annual Meeting and until his or her successor is elected and qualified. We have no reason to believe that any of the director nominees will be unable or unwilling to serve if elected. If any nominee should become unavailable for election, our Board may designate a substitute nominee, in which event the shares represented by proxies at the Annual Meeting will be voted for such substitute nominee unless an instruction to the contrary is indicated on the proxy card.

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.

Further information on the Board’s composition, as well as each nominee’s qualifications and relevant experience, are provided on the following pages.

VOTE

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

Cars.com Inc. 2023 Proxy Statement

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. 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’ 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’ strategic needs; and (iv) diversity of experience and perspectives, including diversity with respect to race, gender, sexual orientation, ethnicity, background and areas of expertise.

The ESG Committee believes that a board composed of diverse 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. 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. If, as part of its ongoing review and evaluation, the ESG Committee or the Board determines that it requires any additional directors, CARS’ 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. 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 the Questions and Answers about the Annual Meeting section.

Board Composition and Experience

Board Diversity and Tenure

Our Board recognizes the value of diverse opinions, perspectives, personal and professional experiences, and backgrounds, including gender, race, ethnicity, and country of origin. We believe the judgment and perspectives offered by a diverse board of directors improves the quality of decision-making and enhances CARS’ business performance. CARS is committed to having a Board and a workforce that reflects the world in which it operates, its stockholders and its customers. Currently, our Board is composed of 73% men and 27% women. Our Board is also 73% White (8), 18% African American (2), and 9% Asian (1). 55% of our Board is under the age of 60, 36% between the ages of 60 and 70, and 9% is over 70 years old.

Cars.com Inc. 2023 Proxy Statement

Skills Matrix

The Board believes that the combination of backgrounds, skills, and experiences has produced a Board that is well-equipped to exercise oversight responsibilities on behalf of CARS’ stockholders. The following tables highlight the key skills, qualifications, experiences, and diversity attributes that each director nominee brings to our Board. The skills matrix is a summary, and it is not intended to be a complete description of all the key skills, qualifications, attributes, and experience of each director. Nominees developed competencies in these skills through education, direct experience, and oversight responsibilities.

	Forbes	DeVard	Greenthal	Hale	Kelly	McGovern	Revelle	Ross	Subramanian	Vetter	Wiener
EXECUTIVE LEADERSHIP EXPERIENCE
Public or Private Company CEO Experience
Executive Leadership
RELEVANT BUSINESS EXPERIENCE
Marketplace
Digital/Internet
Marketing/ Advertising
Automotive/Retail
Strategic Planning
Cybersecurity and Information Technology
FINANCIAL EXPERIENCE
SEC Financial Expert
Capital Markets/ M&A
Risk Management

Board Evaluations

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 process 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. Our annual evaluation process is led by the Chair of the Board and the ESG Committee. This evaluation is intended to elicit 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. The evaluation has taken a variety of forms including written surveys and interviews conducted by the Chair of the Board. The results are then reported to the full Board, which considers the results and ways in which Board processes and effectiveness may be enhanced.

Cars.com Inc. 2023 Proxy Statement

2023 Director Nominees

Scott Forbes

Age 65

Director since 2017

Independent

COMMITTEES:

●

Chair, Compensation

●

ESG

Background

Scott has over 40 years of experience in operations, finance and mergers and acquisitions, business strategy, business integration, and building online marketplace brands. His experience includes several senior leadership positions during his 15 years at Cendant Corporation, which was formerly a leading provider of travel and real estate services and its predecessor HFS Inc, operating in more than 100 countries. He then served from 2005 to 2019 as Executive Chairman and subsequently Non-Executive Chairman of Rightmove plc, the UK’s largest online real estate portal and property website. 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 business and is Senior Independent Director of Auction Technology Group plc, a proprietary platform for curated online auctions. Scott holds a B.S. from Rutgers University.

Other Public Company Board Experience:

Current	Within past five years
Ascential plc (2016 – Present)	Rightmove plc (2005 – 2019)

Auction Technology Group plc (2021 – Present)	Travelport Limited (2016 -2019)

Jerri DeVard

Age 64

Director since 2017

Independent

COMMITTEES:

●

Compensation

●

ESG

Background

Jerri has more than 30 years of extensive marketing, e-Commerce, brand management and leadership experience at large global brands with 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. Jerri is the former Executive Vice President and Chief Customer Officer of Office Depot, Inc., an office supply retailing company, a role she held from 2018 to 2020. Prior to joining Office Depot in 2017 as Chief Marketing Officer, she served as Senior Vice President and Chief Marketing Officer at The ADT Corporation from 2014 to 2016 and Executive Vice President and Chief Marketing Officer at Nokia Corporation. Jerri has held senior marketing roles at Verizon Communications Inc., Citibank N.A., Revlon Inc., Harrah’s Entertainment, the NFL’s Minnesota Vikings and The Pillsbury Company. Jerri was also principal at DeVard Marketing Group, a firm specializing in digital and multicultural branding and marketing strategies. She is also the founder of the Black Executive CMO Alliance (“BECA”), an alliance designed to champion corporate diversity and build the next generation of C-suite marketing executives. Jerri holds an M.B.A. from Atlanta University Graduate School of Business and B.A. from Spelman College.

Other Public Company Board Experience:

Current	Within past five years

Dow Inc. (2022 – Present)	The ServiceMaster Company, LLC (2016 – 2018)

Root, Inc. (2020 – Present)

Under Armour, Inc. (2017 – Present)

Cars.com Inc. 2023 Proxy Statement

Jill Greenthal

Age 66

Director since 2017

Independent

COMMITTEES:

●

ESG, Chair

●

Audit

Background

Jill has more than 30 years of financial and investment banking experience in M&A, corporate finance and highly structured transactions. Jill served as a Senior Advisor in Private Equity at the Blackstone Group from 2007 until her retirement in 2022. Prior to 2007, she served as a Senior Managing Director in Blackstone’s Advisory Business group. She also held leadership positions at Credit Suisse First Boston, Donaldson, Lufkin & Jenrette, and Lehman Brothers. Jill holds an M.B.A. from Harvard Business School and B.A. from Simmons University.

Other Public Company Board Experience:

Current	Within past five years

TaskUS, Inc. (2022 – Present)	Akamai Technologies, Inc. (2007 – 2022)

	Houghton Mifflin Harcourt (2012 – 2022)

	Flex, Ltd. (2018 – 2020)

	TEGNA Inc. (2015 – 2017)

Thomas Hale

Age 54

Director since 2017

Independent

COMMITTEES:

●

Audit

●

ESG

Background

Tom has extensive expertise with web marketplaces, subscription businesses, and product and technology operations, as well as financial expertise and significant management, leadership and operational experience gained through his leadership positions at multiple successful online companies. Tom is the Chief Executive Officer of ŌURA Health Oy, a health technology company, known for the Oura Ring, a smart ring used to track sleep and physical activity. Prior to joining ŌURA, Tom served as President of Momentive, an agile experience management company, and the makers of GetFeedback and SurveyMonkey from 2016 to 2022 and as Chief Operating Officer of HomeAway, an internet marketplace for vacation rentals from 2010 to 2015. Tom holds a B.A. from Harvard University.

Other Public Company Board Experience:

Current	Within past five years

N/A	Intralinks Holdings, Inc. (2008 – 2017)

Cars.com Inc. 2023 Proxy Statement

Michael Kelly

Age 65

Director since 2018

Independent

COMMITTEES:

●

Audit

●

Compensation

Background

Mike brings experience in digital transformation, delivering quality content to consumers across various platforms and investment advising. He is the Co-Founder of Kelly Newman Advisors, an advisory and investment firm, and has served as its Chief Executive Officer since its formation in September 2016. Mike previously served as President and Chief Executive Officer of The Weather Channel Companies and served as the President of AOL Media Networks, a division of Time Warner, Inc. Mike holds a B.A. from the University of Illinois at Urbana-Champaign.

Other Public Company Board Experience:

Current	Within past five years

N/A	Bankrate Inc. (2012 – 2017)

Donald A. McGovern Jr.

Age 72

Director since 2017

Independent

COMMITTEES:

●

Audit, Chair

●

Compensation

Background

Don brings wide-ranging operational, financial, accounting, audit, restructuring, divestiture and mergers and acquisitions experience gained through more than 45 years of financial and accounting experience. In June 2013, Don retired from PricewaterhouseCoopers following a 39-year career with the firm. Don is a member of the American Institute of Certified Public Accountants and is currently licensed in California, Illinois and New York. Don holds an M.B.A. from DePaul University and B.A. from Marquette University.

Other Public Company Board Experience:

Current	Within past five years

180 Life Sciences (2020 – Present)	CRH, plc (2013 – 2019)

Cars.com Inc. 2023 Proxy Statement

Greg Revelle

Age 45

Director since 2017

Independent

COMMITTEES:

●

ESG

●

Compensation

Background

Greg brings senior leadership expertise in digital transformation, brand positioning, media, customer strategy and traffic generation, as well as sophisticated analytics capabilities and automotive marketing experience gained across industries. Greg currently serves as the Chief Commercial Officer at Cap Hill Brands. Prior to joining Cap Hill Brands, Greg was the Chief Marketing Officer for Kohl’s, responsible for the marketing organization and overall marketing strategy, including the company’s focus on driving customer engagement through analytics, enhancing the loyalty platform, accelerating customer traffic and continuing to build Kohl’s overall brand position. Prior to joining Kohl’s, Greg was the Chief Marketing Officer at Best Buy and has also served as Chief Marketing Officer at AutoNation; Vice President of worldwide online marketing at Expedia; and as an investment banker at Credit Suisse. Greg holds an M.B.A from Harvard Business School and B.A. from Princeton University.

Other Public Company Board Experience:

Current	Within past five years

N/A	N/A

Jenell R. Ross

Age 53

Director since 2021

Independent

COMMITTEES:

●

Audit

●

ESG

Background

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. Jenell is the President of the Bob Ross Auto Group in Centerville, Ohio, a position she has held since 2010. The company’s Mercedes-Benz dealership is the first African American-owned Mercedes dealership in the world, and Ms. Ross is the sole second-generation African American woman automobile dealer in the country. Her real-world experience as a successful dealer and owner-operator further enhances the perspectives of our Board. Jenell holds a B.A. from Emory University and completed the General Motors Dealer Management Development Program and National Automobile Dealers Association Dealer Candidate Academy.

Other Public Company Board Experience:

Current	Within past five years

Hub Group, Inc. (2020 – Present)	N/A

Cars.com Inc. 2023 Proxy Statement

Bala Subramanian

Age 51

Director since 2018

Independent

COMMITTEES:

●

Audit

●

Compensation

Background

Bala brings more than 16 years of leadership and management experience in digital transformations and building out best-in-class consumer experiences in competitive environments. Bala serves as Executive Vice President (EVP) and Chief Digital and Technology Officer at UPS. As a member of the Executive Leadership Team, he is responsible for leading the company’s digital transformation to enhance customer and employee experiences, build digital fluency and improve organizational agility. Prior to joining UPS, Bala served as Chief Digital Officer at AT&T where he led the transformation of customer and employee experiences across all company touchpoints. Before then, he was Chief Digital Officer at Best Buy, part of the senior leadership team involved in the company’s digital transformation. Earlier in his career, Bala served in technology leadership roles at T-Mobile U.S.A. Inc. and Ericsson. Bala holds his M.B.A. from the Fuqua School of Business at Duke University, a M.S. from the University of Oklahoma, and a B.A. from the University of Madras.

Other Public Company Board Experience:

Current	Within past five years

N/A	Ahold Delhaize (2021 – 2023)

Alex Vetter

Age 52

Director since 2017

Background

Alex serves as the CEO of Cars.com Inc. Alex is one of the founding members of Cars.com, and since becoming CEO in 2014, has taken CARS public and transformed the 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. 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 Senior Vice President and Chief Operating Officer. 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. from Providence College.

Other Public Company Board Experience:

Current	Within past five years

N/A	N/A

Cars.com Inc. 2023 Proxy Statement

Bryan Wiener

Age 52

Director since 2018

Independent

COMMITTEES:

●

Audit

●

ESG

Background

Bryan is an entrepreneur and 25-year advertising industry veteran who is experienced in successfully transforming and growing companies in highly disruptive environments. He is currently the CEO of Profitero, Inc. a leading global enterprise eCommerce SaaS analytics platform, where he has served since 2020. He was CEO of Comscore, Inc., a global leader in cross-platform audience and advertising measurement from 2018 to 2019 and served as a member of the board of directors from 2017 to 2019. Prior to joining Comscore Inc., Bryan co-founded and was co-CEO of Innovation Interactive, the parent company of award-winning digital agency 360i and search marketing SaaS provider, Ignition One. Bryan also previously served as the Chairman of Expion, a social content and analytics software SaaS company from 2014 until the company was acquired in 2015. 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., an early VoIP software company. Prior to Net2Phone, Bryan served as general manager at theGlobe.com, one of the first-ever social media companies. Bryan holds an M.B.A from the Stern School of Business at New York University and a B.A. from Syracuse University.

Other Public Company Board Experience:

Current	Within past five years

N/A	Comscore, Inc. (2017 – 2019)

Compensation of Non-Executive Directors

CARS’ philosophy regarding director compensation is to align the interests of non-employee directors with the interests of our stockholders and to provide market competitive compensation commensurate with the work required to serve on CARS’ Board. Under the CARS’ Non-Executive Director Compensation Program, each of our non-executive directors receives the following:

	●	an annual cash retainer of $75,000, payable quarterly, plus 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 $180,000, which will vest on the terms described 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 and an additional annual equity award to the independent Chair 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 have the option to defer receipt of their equity awards after their vesting date.

Stock Ownership and Retention Policy

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 as compensation until the stock ownership requirements are met. All current non-executive directors are in compliance with these guidelines as of the date of this Proxy Statement.

Cars.com Inc. 2023 Proxy Statement

2022 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, 2022. Alex Vetter, our CEO, did not receive additional compensation for his service on the Board. Information on compensation paid to Mr. Vetter in his role as CEO during the fiscal year ending December 31, 2022, is described in the Compensation Discussion and Analysis section and the Summary Compensation Tables of this Proxy Statement.

Name	Fees Earned or Paid in Cash ($)⁽¹⁾	Stock Awards ($) ⁽²⁾	Total ($)
Scott Forbes ⁽³⁾	95,000	255,005	350,005
Jerri DeVard ⁽³⁾	75,000	180,010	255,010
Jill Greenthal ⁽⁴⁾	95,000	180,010	275,010
Tom Hale ⁽⁴⁾	75,000	180,010	255,010
Mike Kelly ⁽³⁾	75,000	180,010	255,010
Don McGovern	95,000	180,010	275,010
Greg Revelle ⁽³⁾	75,000	180,010	255,010
Jenell Ross ⁽⁴⁾	75,000	180,010	255,010
Bala Subramanian ⁽⁴⁾	75,000	180,010	255,010
Bryan Wiener ⁽³⁾	75,000	180,010	255,010

(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.
(2)	On June 8, 2022, an annual equity award in the form of 17,342 RSUs was granted to each non-executive director based on a grant date value equal to $180,000. Scott received an additional annual equity award of 7,225 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 8, 2023 or the day preceding the 2023 Annual Meeting of Stockholders, and these awards were the only unvested awards held by the non-executive directors as of December 31, 2022.
(3)	Each of Scott, Jerri, Bryan, Greg and Mike has elected to defer delivery of the underlying shares of stock once his/her RSUs vest until separation from service on the Board.
(4)

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