Stephen Kaufer
Director at CARG
Board
About Stephen Kaufer
Stephen Kaufer, age 62, is an independent Class II director at CarGurus and serves as Chair of the Compensation Committee; he has been on the Board since June 2007 and was renominated for a term expiring at the 2028 annual meeting . He co-founded TripAdvisor and was its President/CEO (Feb 2000–Jul 2022), and since Oct 2023 is CEO of Give Freely; earlier roles include President of CDS, Inc. and co-founder/VP Engineering at CenterLine Software; he holds a B.A. from Harvard University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| TripAdvisor, Inc. | Co-founder; President & CEO | Feb 2000–Jul 2022 | Public company director (Dec 2011–Jul 2022) |
| CDS, Inc. | President | Prior to 2000 | Enterprise software leadership |
| CenterLine Software | Co-founder; VP Engineering | 1985–1998 | Engineering leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Give Freely, LLC | Co-founder; CEO | Since Oct 2023 | Mission-driven e-commerce/charity platform |
| Neuroendocrine Tumor Research Foundation | Board member | Current | Non-profit board service |
| TripAdvisor, Inc. | Director (former) | Dec 2011–Jul 2022 | Former public company board |
| LiveData, Inc.; GlassDoor, Inc. | Director (prior) | Prior | Private company boards |
Board Governance
- Independence: The Board determined all directors except the Executive Chair (Langley Steinert) and CEO (Jason Trevisan) are independent; committee members are independent under Nasdaq rules .
- Committee assignments: Compensation Committee (Chair: Stephen Kaufer; member: Steven Conine) met 4 times in 2024; Audit Committee (Chair: Lori Hickok; members: Manik Gupta, Greg Schwartz) met 5 times .
- Attendance: Directors attended an average of 98% of Board and committee meetings in 2024; the Board met four times in 2024 .
- Executive sessions: Non-management directors meet in executive session at least semi-annually .
- Controlled company: CarGurus is a “controlled company” under Nasdaq due to Steinert’s voting control; the company avails certain governance exemptions (e.g., no nominating committee; Compensation Committee not required to be fully independent) .
- Lead independent director: The Board has not appointed a lead independent director; if the Chair is absent, an independent director chairs the meeting .
Fixed Compensation
| Year/Policy | Annual Cash Retainer ($) | Committee Chair Fees ($) | Committee Member Fees ($) | Notes |
|---|---|---|---|---|
| 2024 program | 40,000 | Compensation Chair 15,000 | Compensation member 5,000; Audit member 10,000 | Paid quarterly in arrears |
| 2024 actual (Kaufer) | 55,000 | — | — | Reflects retainer + Comp Chair fee |
| 2025 program change | 50,000 | Comp Chair unchanged at 15,000 | Members unchanged | Equity value increased (see below) |
Performance Compensation
| Grant | Instrument | Grant Date | Shares/Units | Grant-Date Fair Value ($) | Vesting | Notes |
|---|---|---|---|---|---|---|
| 2024 Annual Director Grant | RSU | Jun 5, 2024 | 7,033 | 174,981 | Vests in full on first anniversary (service-based) | Standard non-employee director RSU; settled in Class A shares |
| 2025 program change | RSU (policy) | N/A | Value-based | 200,000 (policy value) | Service-based, annual | Board approved increase in annual equity award value |
No director performance metrics (e.g., revenue/EBITDA/TSR) are tied to non-employee director compensation; RSUs are service-based .
Other Directorships & Interlocks
| Entity | Overlap/Interlock | Potential Consideration |
|---|---|---|
| TripAdvisor (former director/CEO) | Historical tie to Executive Chair Langley Steinert (TripAdvisor co-founder and Chairman 2000–2006) | Historical network overlap; company reports no related-person transactions in recent years |
Expertise & Qualifications
- Skills matrix: Independent; executive leadership; online marketplace; innovation & technology; strategic planning; corporate governance; internet & media; finance & investment management; data privacy & cybersecurity; human capital management .
Equity Ownership
| Holder | Class A Shares | % Class A | RSUs Vesting ≤60 Days | Total Beneficial (Class A) | Notes |
|---|---|---|---|---|---|
| Stephen Kaufer | 279,892 | * (<1%) | 7,033 | 286,925 | Beneficial ownership includes RSUs vesting within 60 days per SEC rules |
Hedging/pledging: Insider Trading Policy prohibits hedging or pledging of company securities without prior approval; applies to directors .
Governance Assessment
- Signals of confidence: Say-on-Pay support remained strong (≈91% approval in 2024 per proxy; 2025 vote approved with 181,447,798 For vs 31,726,836 Against) . As Compensation Committee Chair, Kaufer’s oversight is linked to these outcomes .
- Director election results (2025): Kaufer elected to Class II with 165,352,298 votes For and 48,850,249 Withheld; Conine received 193,352,562 For and 20,849,985 Withheld, indicating comparatively higher withholds for Kaufer this cycle .
- Policies: Active executive sessions; annual Board/committee self-evaluations; robust Code of Conduct; clawback policy (executive officers) .
RED FLAGS
- Controlled company exemptions (e.g., no nominating committee; Compensation Committee not required to be fully independent) can weaken minority shareholder influence .
- No lead independent director may dilute independent oversight in Board leadership .
- 2025 election saw materially higher withhold votes for Kaufer vs the other Class II nominee (potential investor concern specific to this director) .
Positive Governance Indicators
- Independent status; chairing Compensation Committee comprised of independent directors .
- High attendance across Board/committees (98% average in 2024) .
- Director equity grants align director incentives with shareholder value via stock-based compensation; hedging/pledging restrictions support alignment .
Appendix: Director Compensation (Detail)
| Component | 2024 (Kaufer) | Source |
|---|---|---|
| Fees Earned or Paid in Cash ($) | 55,000 | |
| Stock Awards ($) | 174,981 | |
| Total ($) | 229,981 | |
| Aggregate RSUs Outstanding (2024 grant) | 7,033 shares |
Notes on Related-Party Transactions
- Policy: Audit Committee oversees a formal Related Person Transaction Policy for transactions ≥$120,000 involving directors/executives/5% holders .
- Disclosure: No related-person transactions in 2024 (and none proposed); indemnification agreements are standard .
Meeting Outcomes (2025)
| Proposal | Outcome | Votes For | Votes Against/Withheld | Abstentions | Broker Non-Votes |
|---|---|---|---|---|---|
| Elect Class II Directors – Stephen Kaufer | Elected | 165,352,298 | 48,850,249 (withheld) | — | 6,436,455 |
| Elect Class II Directors – Steven Conine | Elected | 193,352,562 | 20,849,985 (withheld) | — | 6,436,455 |
| Ratify EY as auditor (2025) | Approved | 220,157,198 | 444,732 | 37,072 | 0 |
| Say-on-Pay (2024 NEO comp) | Approved | 181,447,798 | 31,726,836 | 1,027,913 | 6,436,455 |
Historical Say-on-Pay: 2024 proxy notes ≈91% approval at the 2024 annual meeting .