Samuel Zales
President and Chief Operating Officer at CARG
Executive
About Samuel Zales
Samuel Zales is President and Chief Operating Officer of CarGurus. He has served as COO since September 2017 and as President since February 2019, after earlier roles as Chief Revenue Officer (Dec 2015–Sept 2017) and President of Dealer Operations & International (Nov 2014–Dec 2015) . He holds an MBA from Northwestern University’s Kellogg School of Management and a BA from Dartmouth College . Company performance context tied to executive pay: 2024 revenue was $894.4M ; CarGurus’ cumulative TSR on a $100 base ended 2024 at $103.87 , and 2024 gross profit was $738.9M . Say‑on‑Pay support in 2024 was ~91% .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| CarGurus | President; COO | President since Feb 2019; COO since Sept 2017 | Executive leadership of marketplace operations and strategy |
| CarGurus | Chief Revenue Officer | Dec 2015 – Sept 2017 | Led revenue growth and commercial execution |
| CarGurus | President, Dealer Operations & International | Nov 2014 – Dec 2015 | Built dealer and international go‑to‑market |
| Zeta Interactive | EVP | Jan 2014 – Oct 2014 | Post‑acquisition integration and growth |
| ClickSquared | CEO | Mar 2013 – Jan 2014 | Led marketing software business to sale to Zeta |
| ZoomInfo | President | Oct 2008 – Nov 2011 | Drove SaaS expansion into marketing services and sales intelligence |
| BuyerZone (Reed Elsevier unit) | CEO | Jan 2007 – Oct 2008 | Led division after acquisition by Reed Elsevier |
| BuyerZone | President & CEO | Nov 1999 – Jan 2007 | Scaled B2B online marketplace to successful sale |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Various venture‑backed companies | Board member (names not disclosed) | Prior to 2013 | Served on boards of four venture‑backed companies |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $525,000 | $550,000 |
| Target Annual Cash Incentive ($) | Not disclosed for 2023 in 2025 proxy | $430,000 (78% of salary) |
| Actual Annual Cash Incentive Paid ($) | Not disclosed for 2023 in 2025 proxy | $520,085 |
| Perquisites/Other ($) | Not disclosed for 2023 in 2025 proxy | $15,910 (401k match $13,800; commuting $1,585; parking $525) |
Performance Compensation
Annual Cash Incentive Plan design (2024)
| Component | Weight | Target/Payout mechanics | Company achievement → Payout |
|---|---|---|---|
| Strategic Objectives | 15% | 0% below target; 100% at target; 150% max | 69.6% achieved → 106.1% payout |
| Gross Profit | 30% | 0% at 70% of target; 100% at target; 150% at 105% of target | 99.8% achieved → 98.0% payout |
| Adjusted EBITDA | 40% | 0% at 50% of target; 100% at target; 150% at 110% of target | 109.2% achieved → 146.0% payout |
| Individual goals | 15% | 50–150% based on rating | Varied by executive (not disclosed) |
| Executive | 2024 Target Cash Bonus ($) | 2024 Actual Paid ($) | % of Target |
|---|---|---|---|
| Samuel Zales | $430,000 | $520,085 | 120.95% |
Equity awards and vesting (Zales)
| Grant date | Type | Units | Grant‑date FV ($) | Vesting start | Unvested at 12/31/24 | Vesting schedule details |
|---|---|---|---|---|---|---|
| 02/07/2024 | RSU | 165,090 | 3,839,993 | 01/01/2024 | 144,454 | 4.17% quarterly Apr–Oct 2024; 9.38% on Jan 1, 2025; 9.37% quarterly then through Oct 1, 2025; 6.25% quarterly Jan 1, 2026–Oct 1, 2027 (continued employment); double‑trigger CoC acceleration |
| 02/16/2023 | RSU | — | — | 01/01/2023 | 11,502 | 12.5% quarterly through Jan 1, 2025 (continued employment) |
| 02/08/2022 | RSU (converted from PSU) | — | — | 01/01/2021 | 4,738 | Time‑based after 2022 PSU amendment; quarterly through Jan 1, 2026 |
| 02/10/2021 | RSU | — | — | 01/01/2021 | 9,478 | 6.25% quarterly through Jan 1, 2025 |
Options
- 02/10/2021 NQSO: 9,857 unexercisable at $35.61; expiration 02/10/2031; quarterly vesting through Jan 1, 2025 (residual balance as of 12/31/24) .
2024 realized equity activity (liquidity signal)
- Options exercised: 328,863 shares; value realized $5,486,072 .
- RSUs vested: 129,748 shares; value realized $3,302,579 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (as of Apr 10, 2025) | 273,396 shares Class A; <1% of outstanding |
| Vested vs unvested (12/31/2024 snapshot) | Unvested RSUs: 2021 9,478; 2022 4,738; 2023 11,502; 2024 144,454 |
| Options outstanding | 9,857 unexercisable @ $35.61, expiring 02/10/2031 |
| Ownership guidelines | Not disclosed in proxy |
| Hedging/pledging policy | Hedging/monetization and pledging prohibited without prior approval under Insider Trading Policy |
| Clawback | SEC/Nasdaq‑compliant recovery of incentive comp on restatements; additional recovery for “Detrimental Conduct” |
Employment Terms
| Provision | Key terms |
|---|---|
| Employment | At‑will; offer letter dated Oct 24, 2014 |
| Severance (no cause) | Lump‑sum $100,000 (subject to release) |
| Change‑in‑control | Double‑trigger acceleration of unvested equity within 12 months post‑CoC if terminated without cause or resigns for good reason (standard form awards) |
| Estimated CoC economics (12/31/24) | Equity acceleration value: $6,227,252; plus $100,000 cash “Other” per offer letter; total ~$6.33M |
| Restrictive covenants | 1‑year non‑compete, non‑solicit; confidentiality and inventions assignment |
Compensation Structure Analysis (alignment and trends)
- Mix and “at‑risk”: Company emphasizes equity and at‑risk pay; Zales’ 2024 bonus paid at 120.95% reflects above‑target Adjusted EBITDA and strategic performance . Equity awards are time‑based RSUs with multi‑year vesting and double‑trigger CoC terms, avoiding single‑trigger windfalls .
- Metric rigor/weighting: 2024 plan weighted 70% to hard financials (Gross Profit 30%, Adjusted EBITDA 40%) with defined threshold/target/max scales; no payout below threshold .
- Peer benchmarking: Compensia advises Compensation Committee; 2024 peer set includes marketplaces and software firms (e.g., Cars.com, ACV Auctions, Yelp, TripAdvisor, ZipRecruiter) reflecting talent and business comparables .
- Governance: Hedging/pledging bans, clawback policy compliant with Rule 10D‑1; no CoC tax gross‑ups; double‑trigger equity acceleration standard .
Performance & Track Record (context during tenure)
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| TSR (value of $100) | $90.19 | $95.62 | $39.82 | $68.68 | $103.87 |
| Net Income ($k) | 77,553 | 110,373 | 78,954 | 22,053 | 20,972 |
| Gross Profit ($k) | 508,745 | 657,358 | 657,553 | 651,454 | 738,945 |
| Revenue ($) | — | — | — | — | $894.4M |
Additional governance/event indicators
- 2024 Say‑on‑Pay approval ~91% (continued strong support) .
- CFO transition: Elisa Palazzo stepped down Mar 7, 2025; CEO designated interim PFO/PAO (monitor continuity risk) .
Investment Implications
- Near‑term supply from vesting: Large 2024 RSU grants (165,090 units) with stepped‑up vesting through 2027 create scheduled share delivery that can contribute to periodic insider selling pressure; in 2024, Zales had 129,748 RSUs vest and exercised 328,863 options (value realized ~$8.79M combined), indicating meaningful liquidity events to monitor around vest dates and open windows .
- Alignment and retention: Pay design is performance‑weighted (financial KPIs 70%) with double‑trigger CoC and a modest cash severance ($100k), balancing retention with shareholder protections; clawback and anti‑hedging/pledging further align interests .
- Execution indicators: 2024 bonus over‑achievement (121% of target) driven by 109.2% Adjusted EBITDA and progress on strategic objectives suggests operational execution under Zales’ span, though Gross Profit came in near target (98% payout) .
- Governance/Pay risk: No CoC gross‑ups and absence of single‑trigger equity acceleration reduce windfall risk; strong Say‑on‑Pay support lowers near‑term pay controversy risk .
Overall: Zales’ comp is tightly linked to EBITDA and Gross Profit performance with significant unvested equity creating both alignment and scheduled selling windows; the low cash severance and double‑trigger structure reduce change‑of‑control overhang, while 2024 incentive outcomes and realized equity value underscore execution traction but warrant monitoring of insider activity around vesting dates .