Jill Greenthal - Director | Cars.com (CARS) Executive Profile & Compensation

About Jill Greenthal

Independent director since 2017; age 68. More than 30 years of financial and investment banking experience in M&A, corporate finance, and structured transactions; MBA from Harvard Business School and BA from Simmons University. Currently serves as Chair of the Environmental, Social and Governance (ESG) Committee and member of the Audit Committee; designated by the Board as an audit committee financial expert. The Board has determined she is independent under NYSE standards.

Past Roles

Organization	Role	Tenure	Committees/Impact
Blackstone (Advisory & PE)	Senior Managing Director and Senior Advisor	2007–2022	Senior leadership across advisory and private equity businesses
Credit Suisse First Boston	Investment Banking leadership positions	Not disclosed	M&A and corporate finance
Donaldson, Lufkin & Jenrette	Investment Banking leadership positions	Not disclosed	M&A and corporate finance
Lehman Brothers	Investment Banking leadership positions	Not disclosed	M&A and corporate finance

External Roles

Company	Role	Tenure	Committees/Notes
TaskUS, Inc.	Director	2022–Present	Current public company board
Akamai Technologies, Inc.	Director	2007–2022	Prior public company board
Houghton Mifflin Harcourt	Director	2012–2022	Prior public company board
Flex, Ltd.	Director	2018–2020	Prior public company board

Board Governance

Committee assignments: ESG Chair; Audit Committee member; Interim Co‑Chair of the Audit Committee from November 2023 to March 2024.
Audit Committee qualifications: Board determined she qualifies as an “audit committee financial expert” and satisfies NYSE independence and financial literacy requirements.
Independence: Board determined all directors other than the CEO are independent; all Board committees are comprised of independent directors and chaired by independent directors.
Attendance: In 2024, Board held 5 meetings; Audit 8; ESG 3; each director attended more than 75% of meetings and all directors attended the 2024 Annual Meeting.
Board leadership: Separate Chair and CEO; independent Chair with executive sessions at every regular Board and committee meeting.
ESG Committee oversight: Responsible for governance policies, director nominations, committee appointments, annual Board and management performance reviews, and succession planning (with Compensation).

Fixed Compensation

Component	Amount	Notes
Annual cash retainer	$75,000	Paid quarterly. Director compensation program.
Committee chair fee	$20,000	ESG Chair retainer paid quarterly.
Interim Audit Co‑Chair fee	$10,000	Additional cash retainer for Nov 2023–Mar 2024 interim service.
Total cash (2024)	$105,000	Fees earned or paid in cash.

Meeting fees: $1,000 per meeting if any one committee exceeds eight meetings per year.
Stock ownership guideline for directors: 3× annual cash retainer ($225,000); must retain at least 50% of shares received until compliance; all non‑executive directors are in compliance.

Performance Compensation

Equity Award	Grant Date	Shares/Units	Grant Date Fair Value	Vesting
Annual RSU grant	June 5, 2024	8,726 RSUs	$180,017	Vest on earlier of June 1, 2025 or day before 2025 AGM; eligible for dividend equivalents.

Note: Cars Commerce does not disclose performance‑based equity for non‑executive directors; director equity is time‑based RSUs. Performance metrics (Revenue, Adjusted EBITDA, cumulative adjusted net income per diluted share) apply to executive PSUs, not director compensation.

Other Directorships & Interlocks

Topic	Detail
Current public boards	TaskUS, Inc.
Interlocks	Compensation Committee interlocks: none; no executive officer of Cars Commerce serves on boards of entities with reciprocal executive overlap. Jill is not on the Compensation Committee.
Outside board service limits	ESG Committee reviews outside commitments; none of the directors are “overboarded” under internal thresholds.

Expertise & Qualifications

Financial expert designation and financial literacy for Audit Committee.
Deep M&A and capital markets background (Blackstone, CSFB, DLJ, Lehman).
Education: MBA Harvard Business School; BA Simmons University.

Equity Ownership

Holder	Shares Beneficially Owned	Deferred Stock Units (Vested RSUs with delivery deferred)	Ownership %	Notes
Jill Greenthal	62,698	28,275	<1%	Includes 8,726 RSUs vesting within 60 days. No shares pledged as security.

Hedging and pledging: Prohibited for directors and officers under Insider Trading Policy.
Trading restrictions: No trading while in possession of MNPI; no options/derivatives; no short sales or margin.

Governance Assessment

Strengths: Independent director with financial expert status; chairs ESG committee overseeing board effectiveness, governance policies, nominations, and succession; consistent meeting attendance; robust ownership guidelines and retention; prohibition on hedging/pledging; executive sessions at each meeting; separate Chair/CEO structure; all committees independent. These reinforce board effectiveness and investor alignment.
Compensation alignment: Director pay mix balanced between cash retainers and equity RSUs; clear vesting; compliance with ownership guidelines.
Conflicts and related-party exposure: Proxy discloses related-person transactions for certain shareholders and a fellow director’s dealerships; no related-party transactions disclosed involving Jill. Audit Committee oversees and pre‑approves such transactions.
Attendance/engagement: All directors met >75% attendance; all attended 2024 AGM.
Shareholder sentiment: 2024 Say‑on‑Pay support ~98% indicates investor confidence in compensation governance overall (executive program).
RED FLAGS: None identified related to Jill in the proxy (no Section 16 delinquency, no pledging/hedging, no related-party transactions, no overboarding).

Key signal: Jill’s dual role as ESG Chair and Audit Committee financial expert strengthens oversight of governance, board composition, and risk—areas closely watched by investors for sustained execution.