Langley Steinert
CarGurusAbout Langley Steinert
Founder of CarGurus and Executive Chair since January 2021; Chair of the Board since September 2017; director since March 2006. Age 61; MBA from Tuck School of Business at Dartmouth and BA from Georgetown University . CarGurus is a controlled company due to Steinert’s Class B holdings (ten votes per share), concentrating voting control and influencing governance structure . Recent performance context: 2024 TSR value of a $100 initial investment was $103.87 vs $68.68 in 2023; 2024 gross profit $738,945k and net income $20,972k .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| CarGurus | Founder; CEO | 2006–2021 | Built online automotive marketplace; scaled multi-country platforms |
| CarGurus | President | 2015–2019 | Led operational expansion and product evolution |
| TripAdvisor | Co-founder; Chairman | 2000–2006 | Created leading travel content marketplace; exit platform experience |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| ApartmentAdvisor, Inc. | Co-founder; Chairman | 2020–Present | Apartment rental marketplace oversight |
| Tuck School of Business (Dartmouth) | Board member | N/A | Academic board service |
Fixed Compensation
| Year | Base Salary ($) | Notes |
|---|---|---|
| 2021 | 10,000 | Exec Chair salary intentionally set lower than market |
| 2022 | 10,000 | Maintained at $10,000 |
| 2023 | 10,000 | Maintained at $10,000 |
| 2024 | 10,000 | Maintained at $10,000, at his request |
Director pay: As Executive Chair, he received no additional compensation for director service .
Performance Compensation
| Component | Year | Metric(s) | Target | Actual/Payout | Vesting |
|---|---|---|---|---|---|
| Annual cash incentive | 2023 | Not eligible | N/A | N/A | N/A |
| RSU grant | 2021 | PSU (amended to time-based) | N/A | Grant-date fair value $1,876,728 | Amended Feb 2022 from performance to time-based |
| NQSO grant | 2021 | Options | N/A | Grant-date fair value $625,000 | Standard executive option agreement |
| RSU grant | 2022 | Time-based RSUs | N/A | Grant-date fair value $2,575,722 | Reflects 2022 PSU amendment modification expense |
| RSU grant | 2023 | Time-based RSUs | N/A | 149,521 RSUs; grant-date fair value $2,499,991 | 6.25% quarterly from 1/1/2023 over 4 years |
2024 corporate bonus plan metrics (for NEOs generally): Gross Profit and Adjusted EBITDA with sliding-scale payouts; gross profit target payout 100% at plan, max 150% at 105% of plan; adjusted EBITDA target payout 100%, max 150% at 110% of plan . 2024 actuals drove payouts between ~98% and 146% for those metrics; Steinert had no disclosed bonus payout .
Equity Ownership & Alignment
| As of April 10, 2025 | Class A Shares | Class B Shares | Voting Power % | Notes |
|---|---|---|---|---|
| Beneficial ownership (direct + indirect) | 817,732 | 14,215,082 | 63.0% | Includes trust holdings; Class B has 10 votes/share |
| Trust holdings | 51,369 Class A; 1,693,019 Class B | — | — | Held by The Langley Steinert Irrevocable Family Trust; Steinert disclaims beneficial ownership but may be deemed owner |
| Options exercisable (as of 4/10/2025) | 36,507 | — | — | Vested and exercisable |
- Hedging and pledging are prohibited by company policy, reducing pledging risk .
- Equity forms include double-trigger change-of-control vesting acceleration; no single-trigger acceleration .
Employment Terms
| Provision | Terms |
|---|---|
| Employment | At-will; initial base salary in 2006 offer letter; eligibility for benefits |
| Restrictive covenants | Non-disclosure and IP assignment; 1-year post-termination non-compete, non-solicit of customers and employees (subject to extensions for breach) |
| Clawback | Company maintains clawback policy complying with Exchange Act Rule 10D-1 and Nasdaq |
| Change-of-control vesting | Double-trigger acceleration of unvested RSUs/NQSOs upon termination without cause or for good reason within 12 months post-Change of Control |
Potential payments (estimated, as of 12/31/2023, stock price $24.16):
| Scenario | Base Salary ($) | Bonus ($) | Equity Acceleration ($) | Health/Benefits ($) | Other ($) | Total ($) |
|---|---|---|---|---|---|---|
| Termination without cause | — | — | — | — | — | — |
| Resignation for good reason | — | — | — | — | — | — |
| Change of control (no termination) | — | — | — | — | — | — |
| Termination in connection with change of control | — | — | 4,407,171 | — | — | 4,407,171 |
Board Governance
- Service history: Director since March 2006; Chair since September 2017; Executive Chair since January 2021 .
- Independence: Board determined all directors except Steinert (Executive Chair) and Trevisan (CEO) are independent .
- Committees: Audit Committee (Hickok, Chair; Gupta; Schwartz) and Compensation Committee (Kaufer, Chair; Conine) comprised of independent directors; Steinert does not serve on committees .
- Leadership structure: Separate CEO and Chair; no Lead Independent Director; Executive Chair sets agendas and presides over meetings .
- Controlled company: Avails Nasdaq controlled company exemptions, including no standalone nominating committee; director nominees selected by full Board .
- Attendance: Directors averaged 98% attendance at Board/committee meetings in 2024; independent directors meet in executive sessions at least semi-annually .
- Director pay: Non-employee directors receive cash retainers and annual RSUs; Steinert receives no additional director compensation .
Say‑on‑Pay 2025 results:
| Item | For | Against | Abstain | Broker Non‑Votes |
|---|---|---|---|---|
| NEO compensation (2024) | 181,447,798 | 31,726,836 | 1,027,913 | 6,436,455 |
Compensation Structure Analysis
- Mix and risk: Steinert’s cash compensation is de‑minimis ($10k) with compensation primarily in equity; aligns with shareholder interests but reduces pay-for-performance via annual cash incentives (he was ineligible in 2023) .
- Equity design: Time-based RSUs dominate; 2021 PSUs for executives were amended to time-based RSUs in Feb 2022, reducing performance linkage; this award modification is a governance caution .
- Change-of-control terms: Double-trigger only; no tax gross-ups for change-of-control benefits per governance practices .
Risk Indicators & Red Flags
- Controlled company risks: Majority voting control by Steinert potentially limits minority shareholder influence and enables continued exemption usage (e.g., no nominating committee) .
- Dual-role governance: Executive Chair + Chair with no Lead Independent Director concentrates agenda-setting and board leadership; compensating factor is independent committee membership .
- Award modification: 2022 conversion of performance-based RSUs to time-based RSUs weakens pay-for-performance alignment .
Equity Ownership & Alignment Details
| Item | Detail |
|---|---|
| Total beneficial ownership | 817,732 Class A; 14,215,082 Class B; 63.0% voting power |
| Vested/exercisable options | 36,507 Class A underlying options vested/exercisable as of 4/10/2025 |
| Indirect holdings | Trust holds 51,369 Class A and 1,693,019 Class B; Steinert disclaims beneficial ownership but may be deemed beneficial owner |
| Hedging/pledging | Prohibited by policy |
Employment & Contracts
| Term | Details |
|---|---|
| Offer letter (2006) | At-will; benefits; non-disclosure; IP assignment; non-compete and non-solicit restrictions post-termination for 1 year |
Performance & Track Record
| Year | Total Shareholder Return (Value of $100) | Net Income ($000s) | Gross Profit ($000s) |
|---|---|---|---|
| 2023 | 68.68 | 22,053 | 651,454 |
| 2024 | 103.87 | 20,972 | 738,945 |
Compensation Committee Analysis
- Composition: Stephen Kaufer (Chair), Steven Conine; both independent .
- Consultant: Compensia engaged as independent advisor; independence assessed; no conflicts noted .
- Peer group: Committee maintains/updates tech peer group; removed New Relic and Qualys in 2024 for comparability reasons .
- Policies: Clawback policy; compensation risk oversight; equity-centric compensation; double-trigger change-of-control; no change-of-control tax gross-ups .
Investment Implications
- Alignment: Steinert’s compensation relies on multi-year, time‑based RSUs and minimal salary, combined with substantial personal ownership and voting control; alignment is high via ownership, but award design shifts (PSU→RSU) dilute performance sensitivity .
- Governance risk premium: Controlled company status, no Lead Independent Director, and combined Executive Chair/Chair role can warrant a governance discount; however, independent committees and clawback policy mitigate some concerns .
- Trading signals: Quarterly RSU vesting from his 2023 grant can create predictable supply; double-trigger acceleration creates optionality in M&A scenarios; no evidence of pledging reduces forced‑sale risk .
- Retention risk: No cash severance and a modest salary for Steinert indicate retention driven by ownership/control rather than cash economics; change-of-control equity acceleration is the primary economic protection .