Jenell R. Ross
Cars.comAbout Jenell R. Ross
Independent director since 2021 (age 55). President of Bob Ross Auto Group in Centerville, Ohio since 2010; BA from Emory University; completed General Motors Dealer Management Development Program and National Automobile Dealers Association Dealer Candidate Academy. Serves on the Audit and ESG Committees; not an Audit Committee “financial expert” but meets NYSE financial literacy requirements. Independent under NYSE standards; Board-wide independent chair and majority-independent committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bob Ross Auto Group | President | 2010–Present | Owner-operator perspective across retail automotive |
| Bob Ross Buick-GMC | President & CEO | Current (disclosed) | Direct dealership operations; customer of Cars Commerce |
| Mercedes-Benz of Centerville | President | Current (disclosed) | Luxury franchise operations; customer of Cars Commerce |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hub Group, Inc. | Director | 2020–Present | Not disclosed in proxy |
Board Governance
- Committees: Audit; ESG. Not a chair; Audit chair is Donald A. McGovern Jr.; ESG chair is Jill Greenthal .
- Independence: Board determined all Audit and ESG Committee members are independent under NYSE; Ross is listed as “Independent” in director profile .
- Attendance: 2024 meetings—Board (5), Audit (8), Compensation (6), ESG (3). Each director attended >75% of their meetings and the 2024 Annual Meeting .
- Overboarding/engagement: ESG Committee reviews outside commitments; none of the directors exceed board service limits; executive sessions at every regular Board and committee meeting .
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2024 | 75,000 | 180,017 (8,726 RSUs; vests on earlier of Jun 1, 2025 or day before 2025 AGM) | 255,017 |
- Program features: Annual cash retainer $75,000; annual RSU grant target $180,000; additional $1,000 per meeting only if a committee exceeds eight meetings in a year (Audit held eight in 2024; no extra fee triggered) .
- Deferral election: Ross elected to defer delivery of vested RSUs until the earlier of the third anniversary of grant or separation from Board .
Performance Compensation
| Element | Applies to Non-Executive Directors? | Source |
|---|---|---|
| Performance-based equity (PSUs) | No—director equity is RSUs (time-based) | |
| Director performance metrics (e.g., revenue, EBITDA, TSR) | Not disclosed/applicable for directors |
Other Directorships & Interlocks
| Company | Relationship | Note |
|---|---|---|
| Hub Group, Inc. | Current public company directorship | Independent director since 2020 |
| Bob Ross Buick-GMC; Mercedes-Benz of Centerville | Customer of Cars Commerce | Purchases totaled $268,700.50 in 2024; approved under related-party policy |
Expertise & Qualifications
- Automotive dealership leadership; retail operations; customer and market perspective for Cars Commerce .
- Education: BA (Emory); GM Dealer Management Development Program; NADA Dealer Candidate Academy .
- Financial literacy for Audit Committee; not designated an “audit committee financial expert” (experts named: McGovern, Greenthal, Hale, Kelly, Wiener) .
Equity Ownership
| Measure | Value |
|---|---|
| Shares Beneficially Owned | 13,739 (less than 1%) |
| Stock Units (vested RSUs with delivery deferred) | 35,439 |
| Shares Outstanding (reference for % calc) | 63,911,001 (company-wide) |
| Pledging/Hedging | Company policy prohibits hedging and pledging; no pledges by directors disclosed |
| Director Ownership Guideline | 3× annual cash retainer ($225,000); all non-executive directors in compliance |
Related Party Transactions (Conflict Review)
| Related Party | Transaction | Amount | Period | Oversight |
|---|---|---|---|---|
| Bob Ross Buick-GMC; Mercedes-Benz of Centerville | Purchased Cars Commerce products/services | $268,700.50 | 2024 | Reviewed/approved by Audit Committee under related-person policy |
- Policy and process: Annual questionnaires; quarterly compliance checks; Audit Committee reviews and approves/ratifies transactions above $120,000 with related persons .
Governance Assessment
-
Strengths
- Independence and committee membership (Audit, ESG) with strong governance practices (clawback, stock ownership, anti-hedging/pledging) .
- Attendance and engagement; ESG oversight of board effectiveness and succession planning .
- Ownership alignment via RSU grants and director ownership guidelines; Ross’s deferral increases long-term alignment .
-
Risks and RED FLAGS
- Related-party exposure: Ross’s dealerships purchased $268.7K of services from Cars Commerce in 2024; while disclosed and approved, inherent conflict risk exists, particularly given Audit Committee membership. Monitor recusal practices and recurring transaction scale over time .
- Not designated an audit committee financial expert; mitigated by committee’s overall expert composition and confirmed financial literacy .
-
Signals for investors
- Director pay mix is standard (cash + time-based RSUs), with deferral elections indicating longer-term alignment; no performance-conditioned director equity, so pay-for-performance signals derive from equity value rather than explicit metrics .
- Board and committee independence, anti-hedging/pledging, and strong ownership policies support investor confidence; disclosure of related-party transactions is transparent with committee oversight .