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Bryan Wiener

Director at Cars.comCars.com
Board

About Bryan Wiener

Independent director since 2018; age 54. MBA from NYU Stern and BA from Syracuse University. Currently CEO of Profitero, Inc. (global enterprise eCommerce SaaS analytics) since 2020; previously CEO of Comscore, Inc. (2018–2019) and director (2017–2019); co-founded and co-CEO of Innovation Interactive (360i/Ignition One); prior senior roles at Net2Phone and theGlobe.com .

Past Roles

OrganizationRoleTenureCommittees/Impact
Profitero, Inc.CEO2020–PresentLeads global eCommerce analytics SaaS platform
Comscore, Inc.CEO2018–2019Led cross-platform audience/ad measurement firm
Comscore, Inc.Director2017–2019Board service
Innovation Interactive (360i/Ignition One)Co-founder & Co-CEONot disclosedBuilt award-winning digital agency and search SaaS
Expion (social content analytics SaaS)Chairman2014–2015Company sold in 2015
Net2Phone Global Services (subsidiary of Net2Phone, Inc.)PresidentNot disclosedSenior management role
theGlobe.comGeneral ManagerNot disclosedEarly social media company leadership

External Roles

Company/InstitutionRoleStatus/YearsNotes
Public company boards (current)NoneNo current public boards
Public company boards (past 5 years)NoneNone in 2020–2025 window
Comscore, Inc.Director2017–2019Prior public board (outside past 5 years)

Board Governance

  • Committee assignments: Audit Committee member; ESG Committee member .
  • Audit Committee financial expert: Board determined Bryan qualifies under SEC rules .
  • Independence: Board states 10 of 11 directors are independent; all Audit and ESG members are independent .
  • Attendance: Board met 5 times; Audit 8; ESG 3. Each director attended >75% of meetings; all directors attended the 2024 Annual Meeting .
  • Leadership: Independent Chair (Scott Forbes); separate Chair/CEO; executive sessions at every regular Board and committee meeting .
  • Policies: Stock ownership/retention for directors (3× cash retainer); prohibition on hedging and pledging; executive compensation clawback policy maintained (applies to executive officers) .

Fixed Compensation (Non-Executive Director Pay – 2024)

ComponentAmount/TermsSource
Annual cash retainer$75,000 (paid quarterly)
Equity grant (RSUs)Target grant-date value $180,000; 8,726 RSUs granted on June 5, 2024; dividend equivalents eligible; vests on earlier of June 1, 2025 or day before 2025 Annual Meeting
Actual 2024 stock award FV (Bryan Wiener)$180,017
Total 2024 director compensation (Bryan Wiener)$255,017
Chair/committee fees+$20,000 cash annually for committee chairs; +$75,000 RSUs for independent Chair; +$1,000 per meeting only if a committee exceeds eight meetings/year (not triggered in 2024)

Additional alignment: Bryan elected to defer delivery of RSU shares until separation from Board service .

Performance Compensation

ItemDetailsSource
Performance metrics tied to director payNone; non-executive director RSUs are time-based (no performance conditions)
Dividend equivalentsRSUs eligible; deemed reinvested in shares
Clawback applicabilityCompany maintains clawback for executive officers’ incentive-based compensation; not specified for directors

Other Directorships & Interlocks

CategoryDetailSource
Compensation Committee interlocksNone (no members have been officers; no reciprocal interlock)
Related-party transactions (Wiener)None disclosed involving Bryan; Audit Committee approved two transactions (Ahmed-affiliated dealerships; Bob Ross dealerships) on arm’s-length terms

Expertise & Qualifications

  • Digital/Internet marketplaces, marketing/advertising, eCommerce SaaS leadership; prior CEO experience .
  • Financial oversight credentials; designated Audit Committee financial expert .

Equity Ownership

HolderShares Beneficially OwnedStock Units (Deferred)% of OutstandingNotes
Bryan Wiener29,603 42,036 <1% No shares pledged; stock units reflect vested RSUs with deferred delivery
Director ownership guideline3× annual cash retainer ($225,000); all non-executive directors in compliance

Shareholder Voting Signals

Item202220232024
Say-on-Pay approval (%)91% 94% 98%

Director election (2024):

NomineeForWithheldBroker Non-Votes
Bryan Wiener54,046,520 746,190 8,203,772

Section 16 compliance (2024): All directors and officers timely filed, except one late Form 4 for Matthew Crawford corrected via Form 5; no issues noted for Bryan .

Governance Assessment

  • Strengths: Independent director with technology/marketing and operating-CEO background; Audit financial expert status enhances committee effectiveness; strong board independence and leadership structure; high Say-on-Pay support; no related-party transactions or pledging/hedging; compliance with ownership guidelines and Section 16 .
  • Potential concerns: None disclosed specific to Bryan; director equity is time-based (no performance link), but deferral of RSU settlement aligns horizon and maintains skin-in-the-game without pledging .

Overall signal: Governance profile supports investor confidence—independent Audit/ESG participation with financial expertise, clean conflicts record, strong shareholder support trends, and compliant ownership posture .