Angelique Strong Marks
Cars.comAbout Angelique Strong Marks
Angelique Strong Marks is Chief Legal Officer and Corporate Secretary of Cars.com Inc. d/b/a Cars Commerce, responsible for legal matters, corporate governance, and AI and data privacy governance; she was appointed to this role in April 2022 and is 57 years old . In 2024, Cars Commerce delivered revenue of $719.2 million (+4% YoY), net income of $48.2 million ($0.72 diluted EPS), and Adjusted EBITDA of $209.7 million (29.2% margin), the core financial metrics used in incentive design . Say‑on‑pay support was 98% in 2024, indicating strong shareholder alignment with the compensation program . Total shareholder return for a $100 investment made at year‑end 2019 was $141.82 as of year‑end 2024, contextualizing value creation during the period .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| REE Automotive | General Counsel and Corporate Secretary | — | Played an integral role in establishing REE as a publicly traded company |
| MAHLE Industries | General Counsel, Corporate Secretary and Compliance Officer | — | Legal and compliance leadership at a global automotive supplier |
| Behr America | General Counsel, Corporate Secretary and Compliance Officer | — | Legal and compliance leadership at a global automotive supplier |
Fixed Compensation
Multi‑year summary compensation and salary context:
| Year | Salary ($) | Stock Awards ($) | Non‑Equity Incentive ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|---|
| 2024 | 417,375 | 850,507 | 194,079 | 11,669 | 1,473,630 |
| 2023 | 389,063 | 689,072 | 209,705 | 13,200 | 1,341,040 |
| 2022 | 280,048 | 656,256 | 112,019 | 10,000 | 1,058,323 |
Additional salary context:
- Base salary increased from $393,750 (2023) to $425,250 (effective April 1, 2024) .
- 2024 Annual STIP target set at 50% of salary earned .
Performance Compensation
STIP (annual cash incentive) framework and 2024 outcomes:
| Metric | Weight | Threshold (payout %) | Target | Max | 2024 Actual | Payout % |
|---|---|---|---|---|---|---|
| Revenue ($mm) | 50% | 666.9 (75%) | 741.0 (100%) | 852.2 (200%) | 719.2 | 47% |
| Adjusted EBITDA ($mm) | 50% | 194.8 (75%) | 216.5 (100%) | 249.0 (200%) | 209.7 | 46% |
| Company Performance Factor | — | — | — | — | — | 93% |
Individual performance factor (IPF) for 2024: 100% for Angelique . Resulting STIP payout for 2024: $194,079 .
Long‑term incentives (equity):
- Equity mix for CLO: 100% RSUs (no PSUs) for 2024 awards .
- 2024 RSU grant: 50,207 units; grant‑date fair value $850,507; vests in three equal annual installments (2025–2027) .
Key RSU vesting schedule detail (supply/settlement visibility):
- 2022 grant (22,208 RSUs): vests May 1, 2025 .
- 2023 grant (27,892 RSUs): 13,946 vested Mar 1, 2025; remaining vests Mar 1, 2026 .
- 2024 grant (50,207 RSUs): 16,736 vested Mar 1, 2025; remaining vestings Mar 1, 2026 and Mar 1, 2027 (equal tranches) .
Shares vested in 2024 and tax settlement mechanics:
- Shares acquired on vesting in 2024: 36,154; value realized $627,826; company withheld shares for taxes; net shares delivered valued at $344,091 .
Equity Ownership & Alignment
Ownership, outstanding awards, pledging/hedging, and guidelines:
| Item | Detail |
|---|---|
| Beneficial ownership (common) | 23,114 shares; <1% of outstanding |
| Outstanding RSUs at 12/31/2024 | 22,208 (5/13/2022); 27,892 (3/15/2023); 50,207 (3/14/2024) |
| Market value of outstanding RSUs (12/31/2024, $17.33 close) | $384,865 (2022); $483,368 (2023); $870,082 (2024) |
| Hedging/short sales/derivatives | Prohibited for executives under Insider Trading Policy |
| Pledging | Prohibited; Co. notes no shares of any director or executive officer are pledged |
| Ownership guidelines | CEO direct reports: 1x base salary; all NEOs currently in compliance |
Stock ownership and retention policy requires executives to hold at least 50% of net shares until guidelines are met; unvested RSUs count at 50% and PSUs at zero until performance is certified .
Employment Terms
Structure (no individual employment agreement), severance plans, and change‑of‑control provisions:
- Contracts: The company generally does not enter into individual employment agreements; executives participate in Company severance plans (Executive Severance Plan and Change‑in‑Control Severance Plan) .
- CIC Severance (double‑trigger): Upon termination without cause/for good reason in connection with or within two years after a change‑in‑control, cash severance equals 1.5x (salary + 3‑yr average bonus) for Angelique; pro‑rated bonus; COBRA equivalents for 18 months; no excise tax gross‑ups (best‑net cutback applies) .
- Executive Severance (non‑CIC): Upon termination without cause, cash severance equals 1.0x (salary + 3‑yr average bonus) for Angelique; pro‑rated bonus based on actual performance; COBRA equivalents for 12 months; 12 months continued vesting on equity .
- Equity upon CIC: If awards are not continued/assumed or upon qualifying termination within two years post‑CIC, options/SARs become fully exercisable; time‑based restrictions lapse; performance awards paid at target; RSUs fully vested; subject to 409A constraints .
- Restrictive covenants and clawback: Release required; non‑solicit, confidentiality and non‑compete (as permitted by law); Clawback Policy applies per NYSE Rule 10D‑1 and for misconduct .
Estimated payments at 12/31/2024 (company illustrations):
| Scenario (12/31/2024) | Salary ($) | Annual Bonus ($) | RSUs ($) | Health Coverage ($) | Outplacement ($) | Total ($) |
|---|---|---|---|---|---|---|
| CIC termination (double‑trigger) | 637,875 | 424,353 | 1,738,320 | 19,388 | 25,000 | 2,844,936 |
| Qualifying termination (non‑CIC) | 425,250 | 363,821 | 916,584 | 12,925 | — | 1,718,580 |
Compensation Committee and Peer Benchmarking
- Compensation Committee members in 2024: Scott Forbes (Chair), Jerri DeVard, Michael Kelly, Donald A. McGovern Jr., Greg Revelle, Bala Subramanian .
- Independent consultant: Korn Ferry; peer group reviewed/updated (added TripAdvisor, removed Ebix) .
- 2024 compensation peer group included ACV Auctions, CarGurus, EverCommerce, Gogo, Iridium, Magnite, Openlane, QuinStreet, Shutterstock, TechTarget, TrueCar, TripAdvisor, Upwork, Vivid Seats, Yelp, Ziff Davis .
Governance, Policies, and Shareholder Feedback
- Hedging/pledging prohibited; stock ownership and retention policy in force; executive compensation Clawback Policy compliant with NYSE 10D‑1 and extends to misconduct causing significant harm .
- Say‑on‑Pay approval: 98% support at the 2024 Annual Meeting; Compensation Committee did not make changes specifically due to this result .
Investment Implications
- Alignment and risk: High governance quality signals include prohibition of hedging/pledging, robust clawback, ownership guidelines with confirmed NEO compliance, and no tax gross‑ups; the CIC design is double‑trigger with 1.5x salary+bonus multiple, which is moderate relative to market .
- Incentive design: Annual bonuses tied 50/50 to Revenue and Adjusted EBITDA led to a 93% company performance factor in 2024; Angelique’s award paid at target for individual performance, indicating disciplined pay‑for‑performance calibration .
- Supply/vesting watch‑outs: RSU vesting events on May 1, 2025 (2022 grant) and March 1, 2026–2027 (2023–2024 grants) create scheduled issuance; however, the company uses share withholding for taxes on vesting, which can mitigate open‑market selling needs by the executive .
- Performance backdrop: 2024 revenue growth and EBITDA margin expansion, plus strong say‑on‑pay support, underpin compensation credibility; TSR since 2019 to 2024 provides an objective value‑creation frame for the period .