Bala Subramanian
Cars.comAbout Bala Subramanian
Independent director at Cars.com Inc. (“Cars Commerce”) since 2018; age 53. Executive Vice President and Chief Digital and Technology Officer at UPS; prior Chief Digital Officer roles at AT&T (2018–2022) and Best Buy (2017–2018). Education: MBA (Duke, Fuqua), MS (University of Oklahoma), BA (University of Madras). The Board has determined he is independent under NYSE rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| UPS | EVP & Chief Digital and Technology Officer | Current | Leads digital transformation to enhance customer/employee experiences and agility |
| AT&T | Chief Digital Officer | 2018–2022 | Led transformation across all customer/employee touchpoints |
| Best Buy | Chief Digital Officer | 2017–2018 | Senior leadership in digital transformation |
| T-Mobile USA; Ericsson | Technology leadership roles | Prior | Technology leadership experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Ahold Delhaize | Director | 2021–2023 | No current public company boards disclosed |
Board Governance
- Committees: Audit Committee member (not designated “audit committee financial expert”), Compensation Committee member; not an ESG Committee member .
- Independence: Board determined all non-CEO directors (including Bala) and all committee members are independent under NYSE standards .
- Attendance: In 2024, Board met 5x; Audit 8x; Compensation 6x; ESG 3x. Each director attended >75% of Board/committee meetings; all directors attended the 2024 Annual Meeting .
- Executive sessions: Regular executive sessions of independent directors and committees without management .
- Interlocks: Compensation Committee disclosed no interlocks or insider participation; no members have been Company officers .
- Outside boards policy: ESG Committee reviews overboarding; none of the directors are overboarded per stated thresholds .
Fixed Compensation
Director cash compensation and fees:
| Metric | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | 75,000 | 75,000 |
| Committee Chair Fees ($) | 0 (not a chair) | 0 (not a chair) |
| Meeting Fees ($) | 0 (only apply if a committee exceeds 8 meetings; Audit held 8) | 0 (same structure; Audit held 8) |
Notes:
- Standard annual cash retainer: $75,000; additional $1,000 per meeting only if any committee exceeds eight meetings in a year .
- Chair adders ($20,000 cash; $75,000 RSUs for independent Board Chair) do not apply to Bala .
Performance Compensation
Annual director equity (RSUs), grant specifics and vesting:
| Metric | 2023 | 2024 |
|---|---|---|
| RSUs Granted (#) | 9,371 RSUs to each non-exec director | 8,726 RSUs to each non-exec director |
| Grant Date | June 7, 2023 | June 5, 2024 |
| Vesting | Vests on earlier of June 1, 2024 or day before 2024 AGM | Vests on earlier of June 1, 2025 or day before 2025 AGM |
| Stock Awards Fair Value ($) | 180,017 | 180,017 |
Additional equity delivery election:
- Bala elected to defer share delivery until the earlier of the third anniversary of grant or separation from Board service .
Other Directorships & Interlocks
| Topic | Detail |
|---|---|
| Current public boards | None |
| Prior public boards | Ahold Delhaize (2021–2023) |
| Compensation Committee Interlocks | None; no member has been an officer/employee of Cars Commerce; no reciprocal board-service interlocks |
Expertise & Qualifications
- Digital transformation leadership in complex, competitive environments (UPS, AT&T, Best Buy) .
- Technology and consumer experience expertise; relevant for oversight of digital marketplace strategy and cybersecurity .
- Not designated as an SEC “audit committee financial expert”; committee includes multiple designated financial experts (Don McGovern, Jill Greenthal, Tom Hale, Mike Kelly, Bryan Wiener) .
Equity Ownership
| Metric | Value | As-of |
|---|---|---|
| Shares Beneficially Owned (#) | 35,112 | |
| Deferred Stock Units (#) | 46,168 (vested RSUs with deferred delivery) | |
| Shares Outstanding (#) | 66,286,332 | |
| Ownership as % of Shares Outstanding | ~0.053% (35,112 ÷ 66,286,332) |
Ownership alignment and policies:
- Director stock ownership guideline: 3× annual cash retainer; all current non-executive directors are in compliance as of the proxy date .
- Insider Trading Policy prohibits hedging, short sales, and pledging; Company states, “to our knowledge,” no director/executive officer shares are pledged .
Governance Assessment
- Alignment: Independent status, strong attendance, and compliance with robust stock ownership and anti-hedging/pledging policies support investor-aligned oversight .
- Skills fit: Deep digital/technology experience is additive given Cars Commerce’s platform strategy and Board’s oversight of cybersecurity (Audit Committee) .
- Compensation: Standard, market-aligned non-exec director pay (cash retainer + RSUs) with clear vesting; no chair premiums or extra meeting fees for Bala in 2023–2024 .
- Potential conflicts: No related-party transactions disclosed involving Bala; Compensation Committee reports no interlocks, and Board monitors outside commitments to prevent overboarding .
- Watch items: Bala serves on Audit but is not designated an audit financial expert; however, the committee includes multiple designated experts and all members are financially literate under NYSE rules .
Shareholder support context:
- Say-on-pay approval was 98% in 2024 and 94% in 2023, signaling broad investor confidence in compensation governance (for NEOs; directional governance signal) .