Donald A. McGovern Jr.
Cars.comAbout Donald A. McGovern Jr.
Independent director at Cars.com Inc. d/b/a Cars Commerce since 2017; age 74. Former PwC Vice Chairman and Global Assurance Leader; Certified Public Accountant (CPA) and SEC-designated audit committee financial expert. Holds an MBA from DePaul University and a BA from Marquette University. Beneficially owns 50,419 CARS shares and 23,909 deferred stock units; ownership is less than 1% of shares outstanding .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PricewaterhouseCoopers (PwC) | Vice Chairman & Global Assurance Leader; lead director for PwC US Board of Partners; member, Global Board of Partners; Managing Partner, San Jose/Silicon Valley practice | Retired June 2013 after a 39-year career | Led risk management oversight for global Assurance; deep audit, controls, restructuring, M&A experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| American Institute of Certified Public Accountants | Member; CPA licensed in CA, IL, NY | Current | Professional credentials and licensure support technical oversight |
| 180 Life Sciences | Director | 2020–2023 | Prior public company directorship; none current |
Board Governance
- Committee assignments: Audit Committee Chair; Compensation Committee member .
- Financial expert: Board determined McGovern meets NYSE financial literacy and qualifies as “audit committee financial expert”; he is a CPA .
- Independence: The Board deems all Audit and Compensation Committee members independent; McGovern’s director bio lists him as independent .
- Attendance and engagement: In 2024, Board held 5 meetings; Audit 8; Compensation 6; each director attended >75% of applicable meetings and all attended the 2024 Annual Meeting .
- Executive sessions: Independent director executive sessions are on the agenda for every regular Board and committee meeting .
- Oversight scope: As Audit Chair, oversees financial reporting integrity, internal controls, auditor independence, internal audit, cybersecurity/information security, and related-party transactions; Audit Committee issued the 2024 Audit Committee Report and recommended EY’s reappointment .
- Compensation interlocks: None; no member has served as a company officer; no reciprocal board interlocks with CARS executives .
Fixed Compensation
| Component | 2024 Value | Details |
|---|---|---|
| Annual cash retainer | $75,000 | Non-executive director cash retainer, paid quarterly |
| Chair fee (Audit) | $20,000 | Additional annual cash retainer for committee chairs |
| Total cash fees earned (2024) | $95,000 | Reported fees for McGovern in 2024 Director Compensation Table |
| Annual equity award (RSUs) | $180,017 | Granted June 5, 2024; 8,726 RSUs target grant-date value $180,000; vest on earlier of June 1, 2025 or day before 2025 Annual Meeting; eligible for dividend equivalents |
| Equity deferral election | Elected to defer delivery | McGovern elected to defer delivery of underlying shares until separation from Board |
Performance Compensation
| Performance Element | Status | Notes |
|---|---|---|
| Director performance metrics tied to pay | Not used | Non-executive director equity grants are time-based RSUs; no PSUs or performance metrics disclosed for directors |
| Clawback policy | Adopted; applies to incentive-based comp for executives | Reinforces pay-for-performance and accountability; overseen by Compensation Committee |
Other Directorships & Interlocks
| Company | Role | Period | Interlocks/Conflicts |
|---|---|---|---|
| 180 Life Sciences | Director | 2020–2023 | No interlocks with CARS executives; no current public company boards |
Expertise & Qualifications
- Audit, accounting, and financial controls leadership across 45+ years; risk management, restructuring, M&A, divestitures experience .
- SEC “audit committee financial expert”; CPA licensed in CA, IL, NY .
- Governance familiarity with auditor independence, internal audit, cybersecurity oversight .
- Education: MBA (DePaul), BA (Marquette) .
Equity Ownership
| Holder | Shares Beneficially Owned | Deferred Stock Units | % of Outstanding Shares |
|---|---|---|---|
| Donald A. McGovern Jr. | 50,419 | 23,909 | <1% |
- Pledging/Hedging: Insider Trading Policy prohibits hedging, short sales, derivatives, margin, and pledging by directors and officers; to the company’s knowledge, no shares held by directors/executives are pledged .
- Director stock ownership guidelines: Minimum 3x annual cash retainer ($225,000), and must hold at least 50% of shares received until guideline met; all current non-executive directors are in compliance .
Governance Assessment
- Strengths: Independent Audit Chair and Compensation Committee member; SEC financial expert and CPA; strong attendance; robust risk oversight including cybersecurity; no compensation interlocks; director equity deferral aligns incentives beyond current-year vesting; strict insider trading and ownership policies (no hedging/pledging; ownership guidelines) .
- Potential conflicts: No related-party transactions disclosed for McGovern; Audit Committee reviews and approves related-person transactions per policy (examples involve another director’s dealerships, reviewed and approved) .
- Shareholder confidence signals: High say-on-pay support (98% in 2024) and use of independent compensation consultant (Korn Ferry) underpin compensation governance quality; annual advisory votes and clawback policy strengthen accountability .
- RED FLAGS: None identified for McGovern—no pledging/hedging, no related-party dealings, attendance satisfactory, and independence affirmed .