Greg Schwartz
Director at CARG
Board
About Greg Schwartz
Independent Class I director at CarGurus since March 2018 (age 52). Co-founder, CEO, and Chairman of Tomo Networks (real estate/mortgage technology) with prior senior commercial leadership at Zillow Group, Yahoo!, and DoubleClick. BA in Government from Hamilton College. Brings deep online marketplace and revenue-creation expertise; serves on the Audit Committee and is an independent director under Nasdaq rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Zillow Group, Inc. | President, Media & Marketplaces; Chief Business Officer; Chief Revenue Officer; VP Sales | 2010–2019 (various roles, dates per biography) | Led revenue, marketplaces; relevant to data-driven monetization and marketplace scaling |
| Yahoo!, Inc. | National Accounts Director (Automotive & Finance Properties) | 2001–2005 | Online sales leadership; advertiser relationships |
| DoubleClick, Inc. | Director, Business Development | 1998–2000 | Digital advertising BD; platform partnerships |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Tomo Networks, Inc. | Co-founder, CEO, Chairman | Since June 2020 | Internet-based mortgage and real estate company (private) |
Board Governance
- Board class/tenure: Class I; term expires 2027; director since March 2018; serves on Audit Committee (not chair); Audit Committee met 5 times in 2024 and includes Hickok (Chair), Gupta, Schwartz.
- Independence: Board determined Schwartz is independent; all committee members are independent.
- Attendance/engagement: Directors averaged 98% attendance in 2024; all seven attended the 2024 annual meeting.
- Executive sessions: Non-management directors meet at least semi-annually.
- Controlled company context: Founder/Executive Chair controls a majority of voting power; as a controlled company, CarGurus does not maintain a nominating committee and may use exemptions for committee independence (Compensation Committee not required to be fully independent). Governance risk context for minority shareholders.
- Audit responsibilities: Audit Committee oversees financial reporting, internal controls, risk (including cybersecurity), and related-person transactions; Lori Hickok is the audit committee financial expert.
Fixed Compensation (Director)
| Component | 2024 Amount | 2025 Program (Approved Feb 2025) |
|---|---|---|
| Annual cash retainer | $40,000 | $50,000 |
| Audit Committee member (not chair) | $10,000 | Unchanged (member fee remains per program; increase applied to base retainer) |
| Audit Committee chair | $20,000 (not applicable to Schwartz) | n/a |
| Compensation Committee member (not chair) | $5,000 (not applicable to Schwartz) | n/a |
| Compensation Committee chair | $15,000 (not applicable to Schwartz) | n/a |
| 2024 total fees earned (Schwartz) | $50,000 | n/a |
Performance Compensation (Director)
| Grant Type | Grant Date | Shares/Units | Grant-Date Fair Value | Vesting |
|---|---|---|---|---|
| Annual Director RSU grant | June 5, 2024 | 7,033 RSUs | $174,981 | Vests 100% on first anniversary of grant (June 5, 2025) |
| 2025 annual equity program | n/a | Program value: $200,000 | $200,000 target value | Annual grant on/after meeting; standard 1-year vest |
Incentive Metrics and Policies (Board-level)
- Director equity awards are time-based RSUs; no performance-conditioned director equity.
- Company-wide clawback policy compliant with Rule 10D-1; hedging and pledging prohibitions in Insider Trading Policy. These enhance alignment and mitigate misconduct risk.
Other Directorships & Interlocks
| Company | Public Company? | Board Role | Notes |
|---|---|---|---|
| Tomo Networks, Inc. | No (private) | Chairman | Operator role; no CarGurus related-party transactions disclosed in 2024. |
| Other public boards | n/a | n/a | No other public company directorships disclosed for Schwartz. |
Expertise & Qualifications
| Skill/Experience | Evidence |
|---|---|
| Online marketplace industry | Skills matrix; biography highlights Zillow experience |
| Executive leadership; strategic planning | Skills matrix; senior roles leading revenue/org strategy |
| Finance & investment management (commercial orientation) | Skills matrix ticks finance/investment for Schwartz |
| Data privacy/cyber oversight awareness | Skills matrix indicates cybersecurity oversight skills |
| Corporate governance | Skills matrix; independent director |
Equity Ownership
| Holder | Class A Shares (Direct) | RSUs Vesting ≤60 days | Total Beneficial Shares | % of Class A Outstanding |
|---|---|---|---|---|
| Greg Schwartz | 3,096 | 7,033 | 10,129 | <1% (star indicated; 84,626,702 Class A outstanding as of Apr 10, 2025) |
Governance Assessment
- Strengths: Independent director with deep marketplace monetization background; active Audit Committee member; strong attendance and engagement; formal clawback and anti-hedging/pledging policies; director pay structure balanced between cash and equity (2024: $50k cash; ~$175k equity). These support oversight quality and alignment.
- Risks/RED FLAGS:
- Controlled company reduces minority shareholder influence; no nominating committee; Compensation Committee not required to be fully independent. Board structure may limit independent checks on director selection and pay.
- Ownership alignment is modest (<1% beneficial ownership), typical for outside directors but offers limited “skin in the game.”
- External CEO role at Tomo Networks implies time-commitment considerations; however, no related-party transactions disclosed for 2024. Monitor for future conflicts or interlocks.
- Compensation signal: 2025 increases to cash retainer ($50k) and equity value ($200k) reflect peer alignment rather than pay inflation beyond market; equity remains time-based (no performance RSUs for directors).
Overall, Schwartz presents credible board effectiveness through audit oversight and marketplace expertise, tempered by the controlled company framework and low direct ownership—important context for investor confidence.