Manik Gupta
Director at CARG
Board
About Manik Gupta
Manik Gupta is an independent Class III director of CarGurus, Inc., age 48, serving since July 2023 and currently a member of the Audit Committee . He holds an MBA in Analytical Finance and Strategic Marketing from the Indian School of Business and a BASc in Computer Engineering from Nanyang Technological University, with deep technology and marketplace product leadership experience at Microsoft, Uber, Google Maps, and HP .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Microsoft Corporation | Corporate Vice President, Microsoft Teams | Nov 2022–present; Corporate VP, Consumer Communications & Communities Aug 2021–Nov 2022 | Senior product leadership in large-scale communications platforms |
| Uber Technologies, Inc. | Chief Product Officer; VP Product (Maps & Marketplace); Sr Director/Director Product (Maps) | Nov 2015–Dec 2019 (progressive roles, CPO Nov 2018–Dec 2019) | Led marketplace and maps product; scaled transaction platforms |
| Google Inc. (Google Maps) | Product leadership (Asia & U.S.); Director, Product Management (Maps) | Jun 2008–Nov 2015 (Director Dec 2014–Nov 2015) | Global consumer mapping product strategy |
| Hewlett Packard | Project Manager & Solutions Architect | Jun 2003–Apr 2007 | Enterprise IT delivery |
| BuyItTogether.com | Co‑founder; Head of Engineering/Product | Jun 1999–Apr 2003 | Early e‑commerce; founding engineering/product leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Gores Technology Partners, Inc. | Director (public company) | Not disclosed | Public company board membership |
| Various startups (U.S. & India) | Advisor and investor | Jan 2020–present | Ongoing advisory/investing activities |
Board Governance
- Committee assignments: Audit Committee member; the Audit Committee met five times in 2024; Chair is Lori Hickok (audit committee financial expert) .
- Independence: The Board determined all directors other than the Executive Chair (Langley Steinert) and CEO (Jason Trevisan) are independent; all committee members are independent under Nasdaq rules (Audit meets SEC/Nasdaq independence and expertise requirements) .
- Attendance/engagement: The Board met four times in 2024; directors attended an average of 98% of Board and committee meetings; all seven directors attended the 2024 annual meeting .
- Governance structure: CarGurus is a “controlled company” under Nasdaq rules (majority voting power held by Executive Chair via Class B shares); it does not have a nominating committee and may utilize exemptions (e.g., compensation committee not required to be fully independent) .
- Executive sessions: Non‑management directors hold executive sessions at least semi‑annually .
Fixed Compensation
| Year | Cash Components | Amount | Detail |
|---|---|---|---|
| 2024 | Annual retainer | $40,000 | Standard for non‑employee directors |
| 2024 | Audit Committee member fee | $10,000 | Member (not Chair) |
| 2024 | Total cash earned | $50,000 | Fees earned by Manik Gupta |
| 2025 (program) | Annual retainer | $50,000 | Increased effective Jan 1, 2025 |
| 2025 (program) | Audit Committee member fee | $10,000 | Member (not Chair) (unchanged) |
Performance Compensation
| Grant Type | Grant Date | Shares (units) | Grant Date Fair Value | Vesting Schedule | Notes |
|---|---|---|---|---|---|
| Annual Director RSU | Jun 5, 2024 | 7,033 | $174,981 | Vests in full on first anniversary of grant (service‑based) | Standard annual director grant |
| 2025 program change | n/a | n/a | Target value increased to $200,000 | Annual RSU award framework | Effective 2025 |
Performance metric framework for director compensation:
- Annual director RSUs are service‑based (no financial/TSR metrics); they vest fully after one year .
- Clawback policy applies to incentive‑based compensation for executive officers under Rule 10D‑1; director annual RSUs are service‑based and not subject to performance clawback provisions in the policy .
- Hedging and pledging of Company securities are prohibited without prior approval under the Insider Trading Policy .
Other Directorships & Interlocks
| Organization | Category | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Gores Technology Partners, Inc. | Public company | Director | None disclosed in CarGurus proxy; related party transactions policy indicates no related person transactions in 2024 and none proposed |
Expertise & Qualifications
- Independent director with deep innovation & technology, online marketplace, strategic planning, data privacy & cybersecurity oversight, human capital management; matrix confirms independence and broad digital marketplace expertise .
- Additional board experience beyond CarGurus .
- Audit committee service; not designated as audit committee financial expert (Lori Hickok is the designated expert) .
Equity Ownership
| Holder | Class A Shares Owned | RSUs Vesting within 60 Days | Total Beneficial Ownership | Ownership % | Notes |
|---|---|---|---|---|---|
| Manik Gupta | 3,517 | 7,033 | 10,550 | <1% | As of April 10, 2025; RSUs vest within 60 days |
Policy alignment:
- Hedging/pledging prohibited without prior approval; no pledging disclosed for Gupta .
- No related person transactions disclosed for 2024; indemnification agreements in place for all directors .
Governance Assessment
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Strengths supporting investor confidence:
- Independence and Audit Committee membership; Board‑level cybersecurity and risk oversight is primarily delegated to the Audit Committee, which meets regularly with management on data privacy and information security .
- High engagement: directors averaged 98% meeting attendance; Audit met five times in 2024 .
- Technology and marketplace product expertise relevant to CarGurus’ core operations .
- Ownership alignment via annual RSUs and direct holdings; hedging/pledging restricted; no related party transactions disclosed .
-
Structural risks/considerations:
- Controlled company status: no nominating committee; Compensation Committee not required to be fully independent—may limit independent director influence over board refreshment and executive pay .
- No Lead Independent Director role; Chair is Executive Chair with majority voting power, potentially concentrating governance authority .
- Director equity awards are time‑based RSUs without performance metrics; while standard for director pay, this reduces explicit pay‑for‑performance linkage at the board level .
-
Broader governance signals:
- Say‑on‑Pay support remained strong at ~91% in 2024, indicating shareholder endorsement of compensation governance for executives; while not directly tied to directors, it reflects overall governance sentiment .
RED FLAGS
- Controlled company governance exemptions (no nominating committee; compensation committee independence not required) and absence of Lead Independent Director can constrain independent oversight and board refreshment .
- Director equity is service‑based (no performance conditions), reducing explicit performance alignment in director compensation .
Overall View: Gupta’s independent status, Audit Committee service, and significant marketplace/technology background enhance board effectiveness in core risk and digital strategy areas. Structural controlled company features remain the primary governance risk; monitoring committee independence, board refresh practices, and ongoing attendance/engagement is advisable .