Lori Hickok

About Lori Hickok

Independent Class I director since August 2018; age 61. Former EVP, CFO and Chief Financial & Development Officer at Scripps Networks Interactive; retired CPA with a BS in Accounting & Finance from Miami University. Serves as Audit Committee Chair and is designated an SEC “audit committee financial expert,” underscoring deep financial oversight credentials .

Past Roles

Organization	Role	Tenure	Committees/Impact
Scripps Networks Interactive, Inc.	EVP, Chief Financial & Development Officer	Jul 2017 – Apr 2018	Oversaw finance and corporate development
Scripps Networks Interactive, Inc.	EVP, Chief Financial Officer	Mar 2015 – Jun 2017	Led public company finance, reporting, controls
Scripps Networks Interactive, Inc.	EVP, Finance	Jul 2008 – Feb 2015	Senior finance leadership across divisions
The E.W. Scripps Company	VP & Corporate Controller	2002 – Jul 2008	Corporate accounting leadership
The E.W. Scripps Company	Financial Analyst; Chief Analyst (Corp Dev); Controllers	From 1988; roles incl. New Media Operations Controller, Divisional Controller	Operating finance, M&A and divisional controls

External Roles

Organization	Role	Tenure	Committees/Impact
1stdibs.com, Inc. (public)	Director	Current	Not disclosed
Second Harvest Food Bank of East Tennessee	Board role	Current	Non-profit service

Board Governance

Committee memberships: Audit Committee Chair; Audit Committee met 5 times in 2024 .
Independence: Board determined Hickok is independent; all committee members are independent; Hickok is the designated “audit committee financial expert” .
Board attendance: Directors averaged 98% attendance across Board and committees in 2024; all directors attended the 2024 annual meeting .
Board structure: Classified board; no lead independent director; independent directors meet in executive session at least semi-annually .
Controlled company status: CarGurus is a Nasdaq “controlled company” (majority voting power by Executive Chair) and does not have a nominating committee; Compensation Committee need not be fully independent under exemptions .

Fixed Compensation

Component	2024 Amount	Notes
Annual cash retainer	$40,000	Non-employee director base
Audit Committee Chair fee	$20,000	Additional cash for chair role
Total cash earned (Hickok)	$60,000	2024 fees earned
Program change (effective 1/1/2025)	$50,000 (base)	Raise from $40k to $50k base; market alignment

No meeting fees; reasonable expense reimbursement allowed .

Performance Compensation

Equity Type	Grant Date	Shares/Units	Grant Date Fair Value	Vesting
RSUs (Annual Director Grant)	Jun 5, 2024	7,033	$174,981	Service-vest in full on first anniversary of grant (one-year cliff)

Annual director equity value increased to $200,000 for 2025 awards (program-level change) .
Director RSUs are time-based; no performance metrics (TSR, revenue, EBITDA) apply to director equity grants .

Other Directorships & Interlocks

Company	Relationship to CARG	Potential Interlock/Conflict
1stdibs.com, Inc.	Unrelated online marketplace	No CarGurus-related person transactions disclosed; Audit Committee oversees related party policy

Related person transactions: None in 2024 and none currently proposed; policy requires Audit Committee review/approval for any future related party transactions .

Expertise & Qualifications

Audit committee financial expert; extensive financial reporting, accounting and tax experience; retired CPA .
Skills matrix flags strengths in online marketplace, governance, finance & investment management, data privacy/cybersecurity, human capital .

Equity Ownership

Holder	Shares Beneficially Owned (Class A)	% of Class A	RSUs vesting within 60 days	Notes
Lori Hickok	40,667	<1%	7,033	33,634 held of record; plus 7,033 RSUs scheduled to vest within 60 days of Apr 10, 2025

Hedging/pledging: Company policy prohibits hedging and margin/pledging without prior approval; no pledges disclosed for Hickok .
Ownership guidelines: Not disclosed for directors in the proxy; compliance status not provided (no director guideline section identified).

Governance Assessment

Strengths
- Independent Audit Chair and SEC-defined financial expert designation drive robust financial oversight; Audit Committee remit includes auditor oversight, ICFR/disclosure controls, risk (including cybersecurity), and related party transaction review .
- Attendance and engagement signals are strong (98% Board/committee average; all directors present at annual meeting) .
- Director pay mix emphasizes equity (Hickok 2024: $60k cash vs. $174,981 equity; ~74% equity), aligning interests with shareholders .
Watch items / RED FLAGS
- Controlled company exemptions reduce certain independence requirements (no nominating committee; Compensation Committee not required to be fully independent), increasing reliance on committee chairs like Hickok to safeguard governance quality .
- No explicit director stock ownership guidelines disclosed; absence limits formal alignment benchmarks (no guideline section identified).
Shareholder confidence indicators
- Say-on-pay approval for 2024 at ~91% suggests investor support for compensation governance; while focused on NEOs, it reflects broader governance sentiment .

Board & Committee Activity Snapshot

Body	2024 Meetings	Hickok Role	Notes
Board of Directors	4	Independent Director	Executive sessions semi-annual
Audit Committee	5	Chair; Financial Expert	Oversight: auditor, ICFR, disclosure controls, risk, related party

Insider Trades

No Section 16 transactions for Lori Hickok were identified in the proxy; Form 4 data was not available in the document corpus searched. We searched CarGurus SEC documents and proxy materials; no Hickok-specific insider trading entries were disclosed therein .