Alex Vetter
Cars.comAbout Alex Vetter
Alex Vetter, 54, is CEO of Cars.com Inc. d/b/a Cars Commerce and a founding member; he became CEO in 2014 and has served on the board since 2017. He holds a B.A. from Providence College . Under his leadership, 2024 revenue was $719.2 million (+4% y/y), Adjusted EBITDA was $209.7 million (29.2% margin), and net income was $48.2 million; five-year TSR measured by the SEC-required framework reached 141.82 (value of initial $100 investment) . The board is led by an independent chair and 10 of 11 directors are independent; Vetter is not independent due to his CEO role .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Cars Commerce | CEO | 2014–present | Took company public; transformed from listings/content to broader technology platform |
| Cars Commerce | SVP & COO | 2006–2014 | Senior leadership across multiple functions |
| Classified Ventures | Manager, Business Development | 1997–1998 | Early marketplace/business development experience |
| Tribune Interactive/Tribune Media Services | Business Development Manager | 1996–1997 | Digital/media operating experience |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| — | No current public company boards | — | Proxy discloses no current or recent public company board service for Vetter |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 737,500 | 750,000 | 750,000 |
| Target Bonus % (of salary) | — | — | 110% |
| Actual STIP Paid ($) | 649,000 | 889,350 | 767,250 |
Notes
- 2024 CEO total compensation: $9,531,072 (stock awards $8,000,022; no options granted in 2024; STIP $767,250; other $13,800) .
- No executive perquisite program; strong governance features (clawback, stock ownership/retention) .
Performance Compensation
Short-Term Incentive (STIP) – 2024
| Metric | Weight | Threshold (Payout %) | Target | Maximum | 2024 Actual | Payout % |
|---|---|---|---|---|---|---|
| Revenue ($mm) | 50% | 666.9 (37.5%) | 741.0 | 852.2 | 719.2 | 47% |
| Adjusted EBITDA ($mm) | 50% | 194.8 (37.5%) | 216.5 | 249.0 | 209.7 | 46% |
| Company Performance Factor (CPF) | — | — | — | — | — | 93% |
| CEO IPF | — | — | — | — | — | 100% |
- CEO STIP target: 110% of salary ($825,000) with earned award $767,250 based on 93% CPF and 100% IPF .
Long-Term Incentives (LTIP) – 2024 Awards
| Award Type | Grant Date | Shares at Target | Key Performance Metrics | Vesting Schedule | Grant Date Fair Value ($) |
|---|---|---|---|---|---|
| RSU | 3/14/2024 | 177,096 | Time-based | 1/3 each on 3/1/2025, 3/1/2026, 3/1/2027 | 3,000,006 |
| PSU (Annual) | 3/14/2024 | 177,096 | 3-yr avg Revenue growth (50%); 3-yr Adjusted EBITDA CAGR (50%) | Cliff vest 3/1/2027, 0–200% payout | 3,000,006 |
| PSU (One-time) | 5/13/2024 | 112,297 | Cumulative adjusted net income per diluted share $2.71 for 2024–2025 | 50% on 3/1/2026; 50% on 3/1/2027 if target met | 2,000,010 |
Additional context
- 2022 PSUs (3-year period 2022–2024) paid out at 0% due to not meeting threshold revenue growth and Adjusted EBITDA CAGR targets, indicating rigor in performance equity .
Equity Ownership & Alignment
Beneficial Ownership (as of March 21, 2025)
| Metric | Value |
|---|---|
| Shares beneficially owned | 385,574 |
| Ownership as % of shares outstanding | <1% |
| RSUs outstanding (aggregate) | 431,453 |
| PSUs outstanding at target (aggregate) | 601,799 |
| Shares pledged as collateral | None (policy prohibits pledging) |
Options and Key Vesting/Unlocks
| Instrument | Quantity / Exercise Price | Status | Expiration / Key Dates |
|---|---|---|---|
| Stock Options | 263,119 @ $15.07 | Vested 3/1/2025 | Expires 3/16/2032 |
| Stock Options | 290,994 @ $15.17 | Vested 3/1/2024 | Standard option term (noted as held) |
| Stock Options | 513,228 @ $5.40 | Vested 3/1/2023 | Standard option term (noted as held) |
| 2024 RSUs | 177,096 total | 59,032 vested 3/1/2025; remaining 3/1/2026 & 3/1/2027 | Time-based tranches |
| 2023 RSUs | 111,314 total | 55,657 vested 3/1/2025; balance vests 3/1/2026 | Time-based |
| 2023 PSUs | 166,971 at target | Eligible to vest 3/1/2026 (subject to 2023–2025 goals) | Performance-based |
| 2024 PSUs (Annual) | 177,096 at target | Cliff vest 3/1/2027 (subject to 2024–2026 goals) | Performance-based |
| 2024 PSUs (One-time) | 112,297 at target | 50% on 3/1/2026; 50% on 3/1/2027 if 2-yr goal met | Performance-based |
Alignment policies
- CEO stock ownership guideline: 5x base salary; executives must hold at least 50% of net shares until compliant; all NEOs currently in compliance .
- Hedging and pledging prohibited for directors and officers; trading under insider windows with pre-clearance .
- Clawback policy compliant with NYSE and SEC rules; permits recovery after restatement or certain policy/law violations .
Employment Terms
Severance Plan Key Terms (CEO)
| Scenario | Cash Severance Multiple | Bonus Treatment | Equity Treatment | COBRA | Trigger |
|---|---|---|---|---|---|
| Executive Severance (no CIC) | 1.5x (salary + 3-yr avg bonus) | Pro-rated annual bonus based on actual company performance; unpaid prior-year bonus paid when others are paid | Continued vesting for 18 months; RSUs/PSUs/Options per plan | 18 months | Involuntary termination without cause |
| Change in Control (CIC) | 2.0x (salary + 3-yr avg bonus) | Pro-rated annual bonus using 3-yr avg; timing per plan | If awards not assumed: accelerate at closing (PSUs at target); if assumed: double-trigger vesting within 2 years | 24 months | Double-trigger within 2 years of CIC |
Additional provisions
- No excise tax gross-ups; best-net or cutback approach to avoid parachute tax .
- Restrictive covenants (non-solicit, non-disparagement, confidentiality; non-compete as permitted by law) required for benefits .
- STIP prorated upon death/disability; none if termination for other reasons mid-year .
Potential Benefits Illustration (Assumed termination 12/31/2024)
| Scenario | Total ($) |
|---|---|
| CIC Termination | 20,469,965 |
| Qualifying Termination (non-CIC) | 14,450,036 |
Board Governance & Director Service
- Director since 2017; not independent due to CEO role .
- Committees: none (all committees composed of independent directors); independent chair (Scott Forbes) .
- Meeting attendance: all directors attended >75% of Board/committee meetings in 2024; executive sessions of independents at each regular meeting .
- CEO receives no additional compensation for board service; non-exec director program includes $75,000 cash retainer and $180,000 RSUs (for context) .
Governance implications
- Separate Chair and CEO mitigates dual-role concerns; Board reports 91% independence (10/11) .
Performance & Track Record
- 2024 results: Revenue $719.2m (+4% y/y), Adjusted EBITDA $209.7m (29.2% margin), Net income $48.2m ($0.72 diluted EPS) .
- Five-year TSR (SEC framework): 141.82 vs peer index 158.48 in 2024; 2023 155.24 vs 118.93 peer .
- 2022 PSU cycle (2022–2024) paid 0% due to below-threshold goals, evidencing pay-for-performance .
Say-on-Pay & Peer Benchmarking
- Say-on-Pay support: 98% (2024); prior years 94% (2023), 91% (2022) .
- Independent consultant (Korn Ferry); 2024 peer group includes ACV Auctions, CarGurus, TripAdvisor (added in 2024), and others; Ebix removed .
- 2025 plan amendments seek more shares, minimum vesting, clawback incorporation, and extend plan to 2035 .
Compensation Structure Analysis
- Mix shifted toward equity: 89% of CEO target pay variable in 2024; majority in multi-year equity (62.5% PSUs including a one-time PSU) vs 37.5% RSUs .
- One-time PSU ($2.0m target) added in 2024 to align CEO target pay to market median; strict two-year cumulative adjusted EPS goal ($2.71) with back-loaded vesting (2026/2027) .
- No tax gross-ups; no hedging/pledging; robust clawback—in line with investor preferences .
Equity Ownership & Insider Selling Pressure Indicators
- Significant unvested equity (431,453 RSUs; 601,799 PSUs at target) aligns retention and can modulate selling pressure; policy bans pledging and hedging, and no pledged shares disclosed .
- Option overhang: 263,119 options @ $15.07 vested 3/1/2025 (in-the-money at $17.33 YE price basis used in proxy tables), plus earlier vested options at $15.17 and $5.40; potential exercise activity should be monitored .
- Upcoming unlocks: RSU tranches on 3/1/2026 and 3/1/2027; PSU payouts in 2026–2027 contingent on multi-year goals .
Employment Terms (Retention Risk, Change-of-Control)
- Retention: 18 months continued vesting on a non-CIC severance; meaningful double-trigger CIC economics (2x salary+bonus, equity acceleration per plan) reduce voluntary departure risk but create material costs in sale scenarios .
- Non-compete and non-solicit covenants required for severance benefits as permitted by law .
Investment Implications
- Pay-for-performance alignment appears strong: 2022 PSUs paid 0%, 2024 STIP paid below target on 93% CPF, and multi-year PSU metrics focus on Revenue growth and Adjusted EBITDA CAGR; Say-on-Pay support at 98% corroborates alignment .
- Near-term supply overhang watch: 2025 option vest and 2026–2027 RSU/PSU vesting could create episodic selling windows; however, anti-hedging/pledging policies and significant unvested equity mitigate uncontrolled selling pressure .
- Governance risk is moderated by independent chair, fully independent committees, and strong ownership/retention/clawback policies; Vetter’s dual role as CEO and director is standard and not concentrated with the chair .
- Change-of-control economics are sizable (CIC termination total ~$20.5m as of 12/31/24) and should be considered in M&A modeling; double-trigger construct and no tax gross-ups align with best practices .