Steven Conine
Director at CARG
Board
About Steven Conine
Steven Conine (age 52) is a Class II independent director of CarGurus, serving since June 2018 and currently a member of the Compensation Committee . He is Co‑founder and Co‑Chairman of Wayfair Inc. (public company board), and holds a Bachelor of Science from Cornell University . The Board has determined he is independent; five of seven directors are independent, and all committee members are independent under Nasdaq rules . The Board has nominated him for re‑election to a term expiring at the 2028 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Wayfair Inc. | Co‑founder and Chief Technology Officer | 2002–2015 | Technology leadership in e‑commerce |
| Simplify Mobile Corporation | Co‑founder and Chief Technology Officer | 2001–2002 | Enterprise software leadership |
| iXL Enterprises, Inc. (London office) | Chief Operating Officer | 1999–2000 | Operations leadership |
| Spinners Incorporated | Co‑founder and Chief Technology Officer | 1995–1998 | IT consulting, technology leadership |
External Roles
| Organization | Role | Tenure | Board Committees |
|---|---|---|---|
| Wayfair Inc. | Co‑founder and Co‑Chairman (public company board) | Since 2002 | Not disclosed |
Board Governance
| Body | Chair | Members | Meetings in 2024 |
|---|---|---|---|
| Board of Directors | Langley Steinert (Executive Chair) | 7 directors | 4 |
| Compensation Committee | Stephen Kaufer | Stephen Kaufer; Steven Conine | 4 |
| Audit Committee | Lori Hickok (Audit Committee Financial Expert) | Lori Hickok; Manik Gupta; Greg Schwartz | 5 |
- Directors attended an average of 98% of Board and committee meetings in 2024; all seven directors attended the 2024 annual meeting of stockholders .
- Controlled company: CarGurus is a “controlled company” under Nasdaq due to Langley Steinert’s voting control; the company avails some exemptions (e.g., no nominating committee; director nominees selected by the full Board). The Compensation Committee is not required to be fully independent, though members meet Nasdaq independence requirements .
- Executive sessions of non‑management directors occur at least semi‑annually per Corporate Governance Guidelines .
Fixed Compensation
| Component | Program Detail | Conine 2024 Actual ($) |
|---|---|---|
| Annual cash retainer | $40,000 for non‑employee directors | 40,000 |
| Committee member fees | Compensation Committee member: $5,000; Audit Committee member: $10,000; Committee chairs: $15,000 (Comp) / $20,000 (Audit) | 5,000 (Comp member) |
| Total cash | Quarterly in arrears | 45,000 |
| Annual equity (RSUs) | Target value $175,000 (2024), granted on/after annual meeting | 174,981 (grant date fair value) |
| Total 2024 director compensation | Cash + equity | 219,981 |
2025 program changes (approved Feb 2025):
- Annual cash increased to $50,000; annual equity value increased to $200,000 .
Performance Compensation
| Equity Type | Grant Date | Shares/Units | Grant Date Fair Value ($) | Vesting | Performance Conditions |
|---|---|---|---|---|---|
| RSUs (Annual Director Grant) | June 5, 2024 | 7,033 RSUs | 174,981 | Vest in full on first anniversary (June 5, 2025) | None; service‑based vesting only |
- RSU determination based on dividing the $175,000 target value by closing market price on grant date; unvested RSUs outstanding as of Dec 31, 2024: 7,033 .
Other Directorships & Interlocks
| Company | Relationship to CARG | Potential Interlock/Conflict |
|---|---|---|
| Wayfair Inc. (public) | Independent external directorship | No related person transactions disclosed in 2024; Board policy requires Audit Committee review/approval of any related person transactions ≥$120,000; none proposed . |
Expertise & Qualifications
- Independent director; executive leadership; online marketplace industry; innovation & technology; strategic planning; corporate governance; internet & media; finance & investment management; oversight of data privacy & cybersecurity; human capital management (per Board skills matrix) .
Equity Ownership
| Holder | Class A Shares | RSUs Vesting within 60 Days | Total Beneficial Class A | Ownership % | Voting % |
|---|---|---|---|---|---|
| Steven Conine | 39,769 | 7,033 | 46,802 | <1% (*) | <1% (*) |
- Hedging/pledging: Insider Trading Policy prohibits hedging/monetization and pledging/margin use without prior approval; short‑term trading/derivatives also restricted, supporting alignment with stockholders .
Governance Assessment
- Strengths: Independent director with deep marketplace/technology experience; active Compensation Committee member; strong attendance culture (98% average) and full annual meeting participation; service‑based equity aligns retention and shareholder interests; hedging/pledging restrictions reduce misalignment risk .
- Risks/RED FLAGS: Controlled company and classified board structure can weaken minority shareholder influence; no lead independent director; director nominations not by an independent nominating committee. While Compensation Committee need not be fully independent, current members meet Nasdaq independence standards, partially mitigating risk .
- Conflicts/Related Party: No related person transactions in 2024; indemnification agreements in place for directors (standard) .
- Shareholder sentiment: 2024 Say‑on‑Pay received ~91% approval, indicating broad investor support for compensation governance framework overseen by the Compensation Committee (which includes Conine) .
- Compensation committee practices: Uses independent consultant (Compensia), maintains clawback policy, conducts risk oversight of incentives, and references a defined peer group for benchmarking (e.g., TripAdvisor, Yelp, Bumble, ACV Auctions, Cars.com, etc.) .