Ismail Elshareef
CarGurusAbout Ismail Elshareef
Ismail Elshareef is Chief Product Officer at CarGurus (CARG), appointed February 1, 2024; he is 49 and brings over 20 years of marketplace, product, engineering, and platform leadership across subscription and transaction models . He holds a B.S. in Computer Engineering (King Fahd University) and an M.S. in Electrical Engineering (California State University, Los Angeles), and completed the Executive Management Program at Kellogg (Northwestern) . Company performance context during his tenure: 2024 revenue was $894.4M, gross profit $738.9M, and net income $21.0M; five‑year TSR rose 3.87% (2020–2024), with 2024 TSR value of $103.87 vs $68.68 in 2023; adjusted EBITDA was a key pay metric and achieved 109.2% of target in 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| OneFootball | Chief Product Officer | 2022–2024 | Led platform-based media product strategy to support growth objectives . |
| UpKeep, Inc. | Chief Product Officer | 2019–2021 | Led product, engineering, and infrastructure for asset operations management platform . |
| Ticketmaster Entertainment | SVP, Consumer Products; VP, Open Platform & Innovation | 2015–2019 | Scaled consumer product and open platform capabilities across a large marketplace . |
| Edmunds.com | Exec Director, Open Platform; Principal Architect; Director, Engineering | 2007–2015 | Built developer platform and engineering foundations for online auto marketplace . |
Fixed Compensation
| Component | 2024 Amount/Terms | Notes |
|---|---|---|
| Base Salary | $400,000 (prorated paid: $366,666) | Effective Feb 1, 2024; prorated for 2024 service . |
| Sign-on Bonus | $100,000 | Paid within 60 days of start; subject to repayment if employment ended within 12 months . |
| Perquisites and Benefits | $196,064 relocation (incl. $60,664 tax gross-up); $4,680 401(k) match; $525 parking; $422 commuting | Relocation under Elshareef Relocation Agreement; limited tax gross-up applies; standard benefits . |
| Clawback Policy | Complies with SEC Rule 10D‑1/Nasdaq | Mandatory recovery for restatements; “no fault”; also discretionary recovery for detrimental conduct . |
| Hedging/Pledging Policy | Prohibited without prior approval | Insider Trading Policy bans hedging and pledging, margin accounts . |
Performance Compensation
Annual Cash Incentive Structure (2024)
| Metric | Weighting | Target Definition | Actual Achievement | Payout vs Target |
|---|---|---|---|---|
| Strategic Objectives | 15% | Target at 65% completion; no payout below target | 69.6% | 106.1% . |
| Gross Profit | 30% | Target at 100%; no payout below target | 99.8% | 98.0% . |
| Adjusted EBITDA (non‑GAAP) | 40% | Target at 100%; no payout below target | 109.2% | 146.0% . |
| Individual Goals | 15% | Rating scale 50–150% payout | Varies by executive | Varies . |
| Bonus Component | Target | Actual Paid | Payout % | Notes |
|---|---|---|---|---|
| Annual Cash Incentive (prorated) | $205,000 (51% of salary) | $222,725 | 118.70% | Mid‑year installment methodology; reflects corporate and individual performance . |
Equity Awards and Vesting
| Award Type | Grant Date | Shares/Units | Grant Date Fair Value | Vesting Schedule | Acceleration |
|---|---|---|---|---|---|
| Time‑based RSU | Feb 1, 2024 | 76,077 | $1,799,982 | 25% on Feb 1, 2025; then 6.25% quarterly until Feb 1, 2028 | Double trigger: full acceleration if terminated without Cause or for Good Reason within 12 months post Change of Control . |
Equity Ownership & Alignment
| Category | Detail |
|---|---|
| Beneficial Ownership (Class A) | 19,999 shares; less than 1% of Class A; calculated vs 84,626,702 Class A outstanding as of April 10, 2025 . |
| Unvested RSUs (12/31/2024) | 76,077 RSUs; market value $2,779,854 at $36.54/share . |
| Options | None reported . |
| Pledging/Hedging | Prohibited by policy (with limited approval mechanism) . |
| Ownership Guidelines | Not disclosed in proxy; no data provided. |
Employment Terms
| Term | Provision |
|---|---|
| Start Date/Role | Chief Product Officer effective Feb 1, 2024 . |
| Severance | If terminated without Cause or resigns for Good Reason: nine months base salary paid over ~6 months and COBRA premium reimbursement up to 9 months (earlier if eligible elsewhere) . |
| Change‑of‑Control | RSU acceleration on “double trigger” if qualified termination within 12 months following a Change of Control under 2017 Plan . |
| Restrictive Covenants | Nondisclosure; invention assignment; non‑competition up to one year at company’s discretion post‑termination; non‑solicitation . |
| Cause/Good Reason Definitions | Detailed in offer letter (material breach; disloyalty; disclosure; policy breaches; conduct detrimental; and for Good Reason: material diminution, pay cut outside broad reductions, relocation, company breach with cure periods) . |
Compensation Structure Analysis
- Pay mix leans “at risk”: prorated annual incentive paid at 118.7% of target driven by above‑target adjusted EBITDA; equity is entirely time‑based RSUs, vesting over four years—moderate retention alignment, lower performance linkage vs PSUs .
- No single‑trigger equity acceleration and no change‑of‑control tax gross‑ups; relocation gross‑up present ($60,664) which is investor‑unfriendly but limited and tied to sign‑on .
- Company’s pay‑versus‑performance disclosure identifies Gross Profit as the most important financial measure linking compensation actually paid (CAP) to performance; five‑year TSR rose 3.87% while Net Income declined 73%, underscoring stock price sensitivity of equity‑heavy pay .
Performance & Track Record
- 2024 corporate outcomes relevant to incentives: adjusted EBITDA achieved 109.2% of target; Gross Profit was 99.8% of target; Strategic Objectives achieved 69.6%, collectively supporting above‑target payouts .
- Financial context: 2024 revenue $894.4M (down 2% YoY); Gross Profit $738.9M; Net Income $20.972M; five‑year TSR +3.87% vs peer group −13.58% .
- Notable corporate event: CFO departure effective March 7, 2025, with interim PFO/PAO duties assumed by CEO—watch for continuity in financial leadership and execution cadence .
Investment Implications
- Retention risk: Four‑year RSU vesting (25% cliff at Feb 1, 2025; 6.25% quarterly thereafter) and nine‑month severance create steady retention incentives; double‑trigger acceleration reduces change‑of‑control friction .
- Alignment: Annual bonus tied to Gross Profit and adjusted EBITDA supports pay‑for‑performance; however, absence of PSUs means long‑term equity realizations hinge on stock price/time rather than explicit performance hurdles .
- Selling pressure: RSU vesting dates (quarterly through Feb 2028) may create episodic supply; monitor Form 4 filings around vest events for net share sales after tax withholding .
- Governance/risk: Hedging/pledging prohibitions and clawback policy mitigate alignment risks; relocation tax gross‑up is a minor red flag; broader business risks include Digital Wholesale volatility and prior CarOffer impairment—consider how product leadership can drive marketplace growth and margin resilience .