Jason Trevisan
CarGurusAbout Jason Trevisan
Jason Trevisan, age 50, is Chief Executive Officer and a director of CarGurus and also served as interim Principal Financial Officer, Principal Accounting Officer, and Treasurer beginning March 7, 2025; he has been CEO and a director since January 2021, previously serving as CFO (2015–2021) and President, International (2020–2021) . He holds an MBA from Dartmouth’s Tuck School of Business and a BA from Duke University . CarGurus reported 2024 revenue of $894.4M, net income of $20.972M, and gross profit of $738.945M; a $100 investment in CARG at 12/31/2019 was worth $103.87 at 12/31/2024 versus peer group $86.42, with adjusted EBITDA exceeding target at 109.2% for 2024 bonus metrics .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| CarGurus | Chief Executive Officer; Director | Jan 2021–present | Led marketplace evolution and digital commerce transition; direct responsibility for corporate performance and strategy |
| CarGurus | CFO; Treasurer | Sep 2015–Jan 2021 | Scaled finance function through growth and public-company maturity |
| CarGurus | President, International | Jan 2020–Jan 2021 | Expanded international marketplace presence and operations |
| Polaris Partners | General Partner | Sep 2003–Aug 2015 | Led investments and served as director in consumer internet/software companies (e.g., LegalZoom, PartsSource) |
| aQuantive | Management roles (Analytics & Client Services) | Sep 1999–Jun 2001 | Digital marketing operations; company later acquired by Microsoft |
| Bain & Company | Consultant | Jul 1996–Aug 1999 | Strategy and operations consulting foundation |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Various (LegalZoom, PartsSource, Shoedazzle, The Roberts Group) | Director (while at Polaris Partners) | 2003–2015 | Governance and growth support for consumer internet/software portfolio companies |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary (Set/Effective) | $556,200 | $565,000 | $625,000 (effective Apr 1, 2024) |
| Base Salary (Paid) | $556,200 | $565,000 | $610,000 |
| Target Annual Cash Incentive | $– (percent not disclosed for 2022) | $– (see SCT payout) | $625,000 (100% of salary) |
| Actual Annual Cash Incentive Paid | $432,480 | $595,187 | $755,938 |
Notes:
- 2024 base salary set to $625,000 with a 10.6% increase; paid amount reflects partial-year timing post adjustment .
- First-half 2024 interim bonus payment to Trevisan: $230,000 (40% of target), with full-year payout equal to 120.95% of target .
Performance Compensation
| Component | Metric | Weighting | Target | Actual | Payout |
|---|---|---|---|---|---|
| Annual Incentive (Corporate) | Strategic Objectives | 15% | 65% | 69.6% | 106.1% |
| Annual Incentive (Corporate) | Gross Profit | 30% | 100% | 99.8% | 98.0% |
| Annual Incentive (Corporate) | Adjusted EBITDA | 40% | 100% | 109.2% | 146.0% |
| Annual Incentive (Individual) | Individual Goals (CEO) | 15% | Manager-rated | Manager-rated | 50–150% range per rating |
| Long-Term Incentive | RSU Grant (2024) | — | 275,150 units | Granted Feb 7, 2024 | Grant date FV $6,399,989 |
Vesting and Plan Design:
- 2024 RSU vesting: 4.17% vested on Apr 1, 2024 and quarterly to Oct 1, 2024; 9.38% on Jan 1, 2025; 9.37% quarterly to Oct 1, 2025; 6.25% quarterly from Jan 1, 2026 to Oct 1, 2027; double-trigger acceleration on qualifying termination within 12 months post change-of-control .
- 91.8% of CEO’s 2024 total direct compensation was performance-based/at risk (cash incentive and equity) .
Equity Ownership & Alignment
| Category | Detail |
|---|---|
| Beneficial Ownership (as of Apr 10, 2025) | 893,981 Class A shares (1.1% of Class A), including 262,850 vested options, 80,000 via 2019 Family Trust, and 200,000 via 2025 GRAT; less than 1% total voting power due to Class B structure . |
| Outstanding Equity (12/31/2024) | RSUs unvested: 240,756 (2024 grant); other RSU tranches from 2021–2023 remain; NQSO exercisable 246,421, unexercisable 16,429 at $35.61, expiring 2/10/2031 . |
| 2024 Equity Vested | 210,704 RSUs vested; value realized $5,370,398 . |
| Hedging/Pledging | Hedging and pledging prohibited without prior approval (Insider Trading Policy) . |
| Ownership Guidelines | Not disclosed for executives in the proxy; director guidelines not specified beyond annual RSU grants . |
Employment Terms
| Term | Key Provisions |
|---|---|
| Offer Letter Date | August 10, 2015 . |
| Severance (no cause / good reason) | Lump-sum $100,000, subject to release of claims . |
| Change-of-Control | Double-trigger equity acceleration only; no cash severance upon change-of-control . |
| Clawback | Mandatory recovery of incentive-based comp on restatement; discretionary recovery for detrimental conduct; updated Oct 2, 2023 to comply with Nasdaq Rule 10D-1 . |
| Non-Compete / Non-Solicit | One year post-termination; confidentiality and IP assignment obligations . |
| Perquisites | Limited; modest commuting benefit included in 2024 “All Other Compensation” ($19,331), plus 401(k) match and parking . |
Board Governance
- Board service: Class I Director; Director since January 2021; no additional director compensation as an employee director .
- Committee roles: CEO is not on Board committees; Audit Committee (Hickok—Chair, Gupta, Schwartz) held five meetings; Compensation Committee (Kaufer—Chair, Conine) held four meetings .
- Independence and structure: Five of seven directors are independent; Trevisan is non-independent. No Lead Independent Director; Executive Chair (Langley Steinert) is Chair of the Board. The company is a “controlled company” under Nasdaq due to Steinert’s voting control and does not maintain a nominating committee; avails certain governance exemptions .
- Attendance: Directors attended an average of 98% of Board/committee meetings in 2024; all seven attended the 2024 annual meeting .
- Compensation Committee practices: Uses independent consultant (Compensia); conducts annual reviews and risk oversight; bonus programs designed with corporate and individual measures .
Director Compensation (Context)
| Item | Amount/Policy |
|---|---|
| Non-Employee Director Cash Retainer (2024) | $40,000; Audit Chair +$20,000; Comp Chair +$15,000; Audit Member +$10,000; Comp Member +$5,000 . |
| Non-Employee Director Equity | 2024 annual RSU valued at $175,000; 7,033 RSUs granted June 5, 2024, vesting one year . |
| 2025 Changes | Cash retainer increased to $50,000; annual equity to $200,000 . |
| Employee Directors | No additional director compensation for CEO or Executive Chair . |
Compensation Structure Analysis
- Pay mix shifted toward equity in 2024: CEO stock awards increased to $6.40M from $2.56M in 2023 as the Committee reinstated an annual RSU grant after larger 2021 award intended to cover through 2024; rationale included retention and market conditions .
- Performance plan metrics remained focused on gross profit and adjusted EBITDA with clear threshold/target/max and zero payout below threshold—discipline consistent with pay-for-performance .
- Prior-year award modifications: 2021/2022 performance-based RSUs were amended to time-based vesting in 2022 (modification expense disclosed)—a governance watchpoint that reduces performance risk in equity .
- No CoC tax gross-ups; no cash severance solely due to change-of-control—shareholder-friendly features .
Say-on-Pay & Shareholder Feedback
- 2024 Say-on-Pay approval: approximately 91% support; Board recommends annual frequency for Say-on-Pay .
Performance & Track Record
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Net Income ($000s) | 77,553 | 110,373 | 78,954 | 22,053 | 20,972 |
| Gross Profit ($000s) | 508,745 | 657,358 | 657,553 | 651,454 | 738,945 |
| TSR (Value of $100) | 90.19 | 95.62 | 39.82 | 68.68 | 103.87 |
Additional context:
- 2024 corporate bonus results: Strategic objectives met above target; adjusted EBITDA exceeded target; gross profit slightly below target—CEO payout at 120.95% of target .
- CFO transition: Elisa Palazzo stepped down Mar 7, 2025; Trevisan appointed interim PFO, PAO, Treasurer—near-term execution/transition risk to monitor .
Risk Indicators & Red Flags
- Controlled company governance and no Lead Independent Director may constrain independent oversight; CEO is a director under this structure .
- Prior conversion of performance-based RSUs to time-based in 2022 reduces performance sensitivity of equity awards .
- Insider policy prohibits hedging/pledging without approval; clawback compliant with Rule 10D-1—risk-mitigation features .
- Related party transactions: none reported in 2024 beyond standard indemnification agreements .
Compensation Peer Group (2024)
ACI Worldwide; ACV Auctions; Alarm.com; Angi; Bumble; Cars.com; Commvault; Envestnet; Everbridge; Flywire; NetScout; OPENLANE; Pegasystems; Rapid7; Redfin; Shutterstock; TripAdvisor; Upwork; Yelp; ZipRecruiter .
Equity Award Detail (Outstanding at 12/31/2024)
| Award Type | Grant Date | Units/Status | Terms |
|---|---|---|---|
| RSU (Time-based) | 2/7/2024 | 240,756 unvested of 275,150 grant; market value $8,797,224 at $36.54 | Quarterly vesting per schedule through Oct 1, 2027; double-trigger acceleration post CoC . |
| RSU (Time-based) | 2/16/2023 | 19,171 unvested; market value $700,508 | Quarterly vesting through Jan 1, 2025 . |
| RSU (Time-based; after PSU amendment) | 2/8/2022 | 7,898 unvested; market value $288,593 | Quarterly vesting through Jan 1, 2026 . |
| RSU (Time-based) | 2/10/2021 | 15,797 unvested; market value $577,222 | Quarterly vesting through Jan 1, 2025 . |
| NQSO | 2/10/2021 | 246,421 exercisable; 16,429 unexercisable | Strike $35.61; expires 2/10/2031; quarterly vesting through Jan 1, 2025 . |
Employment Contracts, Severance & CoC Economics
| Provision | Details |
|---|---|
| Severance (CEO) | $100,000 lump sum upon termination without cause or for good reason; no salary/bonus multiple . |
| CoC Equity | Acceleration of unvested RSUs/NQSOs on qualifying termination within 12 months post-CoC (double trigger) . |
| Non-Compete/Non-Solicit | One-year restriction post-termination; confidentiality and IP assignment . |
| Clawback | Mandatory recovery on restatement; discretionary recovery for detrimental conduct . |
| Tax Gross-ups | None provided for CoC-related payments; policy prohibits CoC tax gross-ups . |
Investment Implications
- Alignment and retention: High at-risk pay with meaningful 2024 RSU grant and multi-year vesting schedule, coupled with minimal severance ($100k) and double-trigger CoC equity only, promotes performance alignment but heightens retention reliance on equity value; upcoming quarterly vesting through 2027 can create periodic supply but 2024 showed no CEO option exercises and RSU net share withholding mitigates float pressure .
- Governance/oversight: Controlled company status, no Lead Independent Director, and prior RSU performance-to-time-based modification are watchpoints; however, clawback and prohibitions on hedging/pledging, plus independent compensation consulting, offset some governance risk .
- Performance linkage: Bonus design tied to gross profit and adjusted EBITDA delivered above-target payout for CEO in 2024; with TSR outperforming peer group over five years, the compensation framework appears directionally aligned with shareholder outcomes, though equity award design changes warrant continued monitoring .
- Near-term execution risk: CFO transition in March 2025 with CEO assuming interim finance roles suggests concentrated leadership and potential bandwidth risk; monitor for permanent CFO appointment and stability in reporting controls .