Jerri DeVard
Cars.comAbout Jerri DeVard
Independent director since 2017; age 66. Serves on the Compensation Committee and the Environmental, Social and Governance (ESG) Committee; not a committee chair. Background includes 30+ years in marketing, e-commerce, brand management, and leadership roles at Office Depot (EVP & Chief Customer Officer, 2018–2020), ADT (SVP & CMO, 2014–2016), Nokia (EVP & CMO, 2011–2012), with prior senior roles at Verizon, Citibank, Revlon, Harrah’s, Minnesota Vikings, and Pillsbury; principal at DeVard Marketing Group; founder of Black Executive CMO Alliance (BECA). Education: MBA from Atlanta University Graduate School of Business and BA from Spelman College .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Office Depot, Inc. | EVP & Chief Customer Officer | 2018–2020 | Led customer strategy/engagement |
| The ADT Corporation | SVP & Chief Marketing Officer | 2014–2016 | Led marketing/brand |
| Nokia Corporation | EVP & Chief Marketing Officer | 2011–2012 | Global marketing leadership |
| Verizon; Citibank N.A.; Revlon Inc.; Harrah’s Entertainment; Minnesota Vikings; The Pillsbury Company | Senior marketing roles | Not disclosed | Marketing, brand, e-commerce expertise |
| DeVard Marketing Group | Principal | Not disclosed | Digital/multicultural branding focus |
| Black Executive CMO Alliance (BECA) | Founder | Not disclosed | DEI advocacy; next-gen C-suite build |
External Roles
| Organization | Role | Tenure | Committee Roles |
|---|---|---|---|
| Dow Inc. | Director | 2022–Present | Not disclosed |
| Root, Inc. | Director | 2020–Present | Not disclosed |
| Under Armour, Inc. | Director | 2017–Present | Not disclosed |
- Compensation Committee interlocks: None; no Cars Commerce executive serves on boards of entities with reciprocal executives on CARS Board/Comp Committee .
- Overboarding: ESG Committee reviews outside commitments; policy states none of the directors are overboarded (no one serves on >4 public boards; no public company executives serving on >2 external boards) .
Board Governance
- Committees: Compensation Committee member; ESG Committee member .
- Committee chairs: Compensation—Scott Forbes (Chair); ESG—Jill Greenthal (Chair); Audit—Donald A. McGovern Jr. (Chair) .
- Independence: Jerri is identified as Independent; all Compensation and ESG Committee members are independent under NYSE and are “non-employee directors” under Rule 16b‑3 .
- 2024 meetings: Board (5), Audit (8), Compensation (6), ESG (3) .
- Attendance: Each director attended >75% of Board/committee meetings served and all directors attended the 2024 Annual Meeting .
- Engagement: Independent Chair leads executive sessions of independent directors; committee chairs lead executive sessions of independent committee members .
Fixed Compensation
| Component | Amount/Term | Notes |
|---|---|---|
| Annual cash retainer | $75,000 | Paid quarterly |
| Committee chair cash retainer | $20,000 | Not applicable to Jerri (not a chair) |
| Meeting fee (excess) | $1,000 per meeting | If any committee exceeds 8 meetings/year; Audit had 8, Compensation 6, ESG 3 in 2024 |
| 2024 Fees Earned (Cash) | $75,000 | As reported in Director Compensation Table |
- Program philosophy: Market competitive, equity-aligned; optional compensation for additional services with Board approval .
- Stock ownership guidelines for directors: 3× annual cash retainer (currently $225,000); required to retain at least 50% of shares received until guidelines met; all current directors in compliance .
Performance Compensation
| Grant Date | Instrument | Units/Shares | Grant Date Fair Value | Vesting | Deferral Elections |
|---|---|---|---|---|---|
| June 5, 2024 | RSUs (Annual Director Grant) | 8,726 RSUs | $180,017 | Vests on earlier of June 1, 2025 or day preceding 2025 Annual Meeting | Jerri elected to defer delivery until separation from Board |
| N/A | Options | N/A | N/A | No option awards to non‑exec directors in 2024 | N/A |
- Dividend equivalents: RSUs eligible for dividend equivalents deemed reinvested in common stock .
- Independent Chair receives additional RSUs ($75,000 target; 3,635 RSUs); not applicable to Jerri .
- Director pay structure features time‑based RSUs; no performance metrics (e.g., TSR/EBITDA) tied to director equity grants .
Other Directorships & Interlocks
| Company | Relationship to CARS | Interlocks/Conflicts |
|---|---|---|
| Dow Inc.; Root, Inc.; Under Armour, Inc. | Unrelated industries (chemicals; insurance; apparel) | Compensation Committee disclosed no interlocks or insider participation issues in 2024 |
- Related party transactions: Audit Committee reviewed and approved two 2024 customer transactions—ACMGMT LLC affiliates and dealerships ($6,644,461.57) and Bob Ross Buick‑GMC/Mercedes-Benz of Centerville ($268,700.50); no transactions involve Jerri .
Expertise & Qualifications
- Deep expertise in marketing, e‑commerce, brand management, customer engagement, and online marketing across large global brands .
- Founder of BECA; demonstrates governance perspective on DEI and talent pipeline .
- MBA (Atlanta University Graduate School of Business), BA (Spelman College) .
Equity Ownership
| As of March 21, 2025 | Shares Beneficially Owned | Stock Units (Vested RSUs, Delivery Deferred) | % of Outstanding |
|---|---|---|---|
| Jerri DeVard | 27,076 | 66,849 | * (<1%) |
- No shares of company stock beneficially owned by any director or executive officer have been pledged as security .
- Insider Trading Policy prohibits hedging, short sales, options trading, margin transactions, and pledging by directors and executive officers .
- Director ownership guidelines: 3× annual cash retainer; all directors in compliance .
Governance Assessment
- Board effectiveness: Independent director with strong consumer/marketing domain knowledge; active on Compensation and ESG committees that oversee CEO/executive pay, succession planning, and Board governance practices .
- Independence and attendance: Confirmed independent; >75% attendance and participation in annual meeting; engagement supported by executive sessions .
- Pay structure and alignment: Balanced cash/equity (2024: $75k cash; $180k RSUs) with mandatory stock ownership/retention and RSU deferral election signaling long‑term alignment .
- Conflicts/related party exposure: No related‑party transactions disclosed for Jerri; Audit Committee oversight for RPTs; strict anti‑hedging/pledging policy reduces alignment risks .
- Overboarding risk: Serves on three public boards; ESG Committee reviews outside commitments and Board states directors are not overboarded .
RED FLAGS: None disclosed specific to Jerri DeVard (no RPTs; no pledging/hedging; independent status; attendance >75%). Monitoring recommended for aggregate board commitments given three concurrent public company directorships, but policy review indicates acceptable limits and governance oversight .