Cars.com (CARS)

A dash means the company reported no figure in that column; 0 means it reported zero. Figures are as printed in the filing, without adjustment.

Three-year trend — total compensation per named executive

Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.

You have just read Cars.com's Summary Compensation Table. The whole free brief as a PDF, emailed now, with every figure cited — then a few short notes on the deeper CARS reports.

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One page per director: the seat, the committees and the fee table, read for one person at a time.

Every insider equity transaction reported on Form 4 after the 2025 proxy statement — acquisitions, dispositions, exercises, and withholdings — and therefore not reflected in any table in that document.

Transaction codes per Form 4: A acquisition · S open-market sale · F tax withholding · M option exercise · G gift. Value = shares × price as reported. Dividend-equivalent and fractional-share accrual rows (derivative Class A, under $10,000 and under 2,000 shares) are aggregated per date; every row appears in full below.

% performance-vested = PSU grant-date fair value ÷ (RSU + PSU + Options), a computed value with the derivation shown in the register.

Our executive compensation program is designed to align the interests of our NEOs with those of our stockholders. We believe that executive compensation should reflect our performance as a company, and our NEOs' performance as individuals. Accordingly, our executive compensation program is designed so that a substantial portion of each NEO's target annual compensation is both variable in nature and "at-risk."

Rows are labeled by annual-meeting year, with the meeting date beside each; the vote held in a given year acts on the prior fiscal year's compensation.

Say-on-pay — history, company's computation

a. Approved under the standard stated in the filing — “What items are being voted upon, how does the Board recommend I vote, and what are the standards for determining whether any item has been approved? Item of Business Board Recommendation Voting Approval Standard Effect of Abstention Effect of Broker Non-Vote Election of Directors (Page 19 ) "FOR" More votes "For" than "Against" No Effect No Effect Ratification of Appointment of Ernst & Young LLP as our Independent Registered Public Accounting Firm for the fiscal year 2026 (Page 64 ) "FOR" Majority of shares present and entitled to vote Vote "Against" Not Applicable Advisory Approval of Executive Officer Compensation (Say on Pay) (Page 68 ) "FOR" Majority of shares present and entitled to vote Vote "Against" No Effect 13.”.

b. Approved under the standard stated in the filing — “What items are being voted upon, how does the Board recommend I vote, and what are the standards for determining whether any item has been approved? ​ Item of Business ​ ​ Board Recommendation ​ ​ Voting Approval Standard ​ ​ Effect of Abstention ​ ​ Effect of Broker Non-Vote ​ ​ ​ ​ Election of Directors (Page 19 ) ​ ​ "FOR" ​ ​ More votes "For" than "Against" ​ ​ No Effect ​ ​ No Effect ​ ​ ​ ​ Ratification of Appointment of Ernst & Young LLP as Independent Registered Public Accounting Firm for the fiscal year 2024 (Page 61 ) ​ ​ "FOR" ​ ​ Majority of shares present and entitled to vote ​ ​ Vote "Against" ​ ​ Not Applicable ​ ​ ​ ​ Advisory Approval of Executive Compensation (Say on Pay) (Page 65 ) ​ ​ "FOR" ​ ​ ​Majority of shares present and entitled to vote ​ ​ ​Vote "Against" ​ ​ No Effect ​ 13.”.

c. Approved under the standard stated in the filing — “What items are being voted upon, how does the Board recommend I vote, and what are the standards for determining whether any item has been approved? ​ Item of Business ​ ​ Board Recommendation ​ ​ Voting Approval Standard ​ ​ Effect of Abstention ​ ​ Effect of Broker Non-Vote ​ ​ ​ ​ Election of Directors (Page 19 ) ​ ​ "FOR" ​ ​ More votes "For" than "Against" ​ ​ No Effect ​ ​ No Effect ​ ​ ​ ​ Ratification of Appointment of Ernst & Young LLP as Independent Registered Public Accounting Firm for the fiscal year 2024 (Page 61 ) ​ ​ "FOR" ​ ​ Majority of shares present and entitled to vote ​ ​ Vote "Against" ​ ​ Not Applicable ​ ​ ​ ​ Advisory Approval of Executive Compensation (Say on Pay) (Page 65 ) ​ ​ "FOR" ​ ​ ​Majority of shares present and entitled to vote ​ ​ ​Vote "Against" ​ ​ No Effect ​ 13.”.

Approval percentages are the company's own reported computations under its own stated standard, not recomputed by Velarion. Where a company does not state a standard, none is assumed.

Computed as the sum of the director compensation table rows above; inputs and formula shown in the register.

The compensation peer group as the company disclosed it in its own proxy — the reference set behind the percentile above.

Of the companies Cars.com names as compensation peers, which name it back in their own disclosed peer groups. A peer set the market reciprocates reads differently from one selected in a single direction.

Reciprocity shown where the peer's own current proxy has been read — each mark is cited in the register to that peer's filing. A dash means the peer's current proxy was read and names no reciprocal group including Cars.com.

Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company's own proxy statement.

Each peer's compensation is from its most recently filed proxy; fiscal years differ by company. Each peer's figures come from its own filings; the subject company is highlighted. Peers whose chief executive compensation is outside our coverage universe are stated as such, never left blank.

Read from each company's Compensation Discussion and Analysis: annual incentive payout as a percentage of target, the disclosed long-term vehicle mix, whether performance-share measures include a total shareholder return component, and the retained compensation consultant. “Not disclosed” appears only where the company's filing does not state the item.

Answers are drawn only from the figures disclosed in this brief and cited to their location in the source filing. Where a figure required for an answer is not disclosed, that is stated rather than estimated.

Each figure's location is given both for the eye (section · page · table · row · column) and for a script (table/row/column index and exact character span in the filed document). Any figure can be independently confirmed against the source.

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