Lisa Gosselin
Cars.comAbout Lisa Gosselin
Lisa Gosselin is Chief Commercial Officer (CCO) of Cars Commerce, appointed effective February 24, 2025. She is 58, holds a B.S. from the University of South Carolina, and brings 25+ years of commercial leadership in SaaS, adtech, and data, including CRO at Numerator and senior roles at Epsilon/Conversant and Catalina Marketing, with earlier brand marketing roles at Anheuser-Busch, PepsiCo and Suntory . Cars Commerce’s pay-for-performance framework ties incentives to Revenue and Adjusted EBITDA; FY2024 delivered $719.2M revenue and $209.7M Adjusted EBITDA, with TSR at 141.82 on a $100 base, anchoring the company’s performance-linked compensation design .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Numerator (Bain Capital-backed) | Chief Revenue Officer | 2020–2025 | Transformed commercial org; led 4 consecutive years of double-digit growth |
| Epsilon/Conversant | SVP, U.S. Business Development and CRM Solutions; led auto vertical | 2015–2020 | Built enterprise CRM and go-to-market capabilities; OEM support |
| Catalina Marketing | SVP, U.S. Media | 2012–2015 | Led data-driven media solutions |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| University of Tennessee – Knoxville | Advisory Board Member, Women in Leadership Program | 2025–present | Executive advisory involvement |
Fixed Compensation
| Component | Value | Notes |
|---|---|---|
| Base salary | $450,000 | Per offer letter; exempt position |
| Target annual bonus (STIP) | 110% of base | Prorated from hire date; tied to key financial goals |
| Annual equity target (LTIP) | $1,575,000 (350% of salary) | 50% PSUs / 50% RSUs; PSUs with 3-year performance; RSUs vest 33% annually |
| One-time new-hire equity | $300,000 RSUs | Vests 33% annually over 3 years |
| PTO | 23 days/year (prorated) | PTO repayment obligation if unaccrued at termination; at-will employment |
Performance Compensation
Annual Incentive (STIP) Framework and FY2024 Results
Cars Commerce’s STIP is driven by two equally weighted metrics with defined thresholds and payout curves. Lisa’s 2025 bonus uses the same framework and is prorated from her start date.
| Financial Metrics | Goal Weighting % | Threshold ($) | Target ($) | Maximum ($) | 2024 Results ($) | Performance Payout % |
|---|---|---|---|---|---|---|
| Revenue ($USD millions) | 50% | 666.9 | 741.0 | 852.2 | 719.2 | 47% |
| Adjusted EBITDA ($USD millions) | 50% | 194.8 | 216.5 | 249.0 | 209.7 | 46% |
| Company Performance Factor (CPF) | — | — | — | — | — | 93% |
Key STIP design parameters: threshold at 90% of target yields 37.5% payout per metric; CPF ranges 0–200%; IPF ranges 0–150% based on individual contributions .
Long-Term Incentive (LTIP) — PSUs and RSUs
- Equity mix: CCO awards are 50% PSUs and 50% RSUs; RSUs vest in equal annual installments over 3 years .
- PSU metrics and payout structure (three-year performance period):
- 50% weight: Three-year average Revenue growth; 25% threshold, 100% target, 200% max .
- 50% weight: Three-year Adjusted EBITDA CAGR; 25% threshold, 100% target, 200% max .
- FY2024 PSUs for NEOs are scheduled to vest March 1, 2027, subject to certified performance over 2024–2026 .
| Metric | Weighting | Threshold | Target | Maximum | Vesting cadence |
|---|---|---|---|---|---|
| 3-year average Revenue growth | 50% | 25% payout | 100% payout | 200% payout | After 2024–2026 period; settlement post certification (e.g., March 1, 2027 for 2024 PSU grants) |
| 3-year Adjusted EBITDA CAGR | 50% | 25% payout | 100% payout | 200% payout | Same as above |
Clawback: All incentive compensation is subject to the NYSE/Exchange Act 10D-compliant clawback policy, including discretionary recovery for violations causing significant harm .
Equity Ownership & Alignment
| Policy/Item | Detail |
|---|---|
| Stock ownership guideline | CEO direct reports must hold stock equal to 1x base salary; executives must retain at least 50% of net shares until guidelines met; ESG Committee monitors compliance |
| Hedging/pledging | Hedging, short sales, margining and pledging of company stock are prohibited by Insider Trading Policy |
| Trading windows | Company enforces open/closed trading windows and pre-clearance for executives |
Note: Lisa was appointed in February 2025 and is not listed in the March 21, 2025 security ownership table; beneficial ownership amounts are not disclosed for her in the 2025 proxy .
Employment Terms
| Term | Detail |
|---|---|
| Start date | February 24, 2025; reports to CEO |
| Employment status | At-will; offer contingent on background checks and Compensation Committee equity approval |
| Severance/Change-in-Control eligibility | “Eligible to participate” in executive plans available to officers; participation selected by Compensation Committee |
| Executive Severance Plan (general terms) | If involuntary termination without cause: cash severance multiple equals 1.0x salary+avg bonus for most execs (CEO 1.5x); prorated bonus; continued vesting of equity for 12 months (18 months for CEO); COBRA payments (12 months execs, 18 months CEO) |
| CIC Severance Plan (general terms) | Double-trigger; severance multiple equals 1.5x salary+avg bonus for CFO/CCO-level execs (CEO 2.0x); prorated bonus; COBRA (18 months CFO/CCO; 24 months CEO); no excise tax gross-up; cutback to avoid 280G when beneficial |
| Equity treatment on CIC | If awards not assumed or upon qualifying termination within 2 years: options/SARs fully exercisable; RSU restrictions lapse; PSUs vest at target and pay within 30 days (subject to 409A rules) |
| Clawback | Mandatory recovery for restatements; discretionary recovery for violations causing reputational/financial harm |
| Perquisites & tax gross-ups | No executive perquisite program; no tax gross-ups on CIC payments |
Compensation Structure vs Performance Metrics
- Pay mix: Senior executives’ compensation is majority variable and equity-based; NEOs other than CEO had 78% variable at target in 2024; CEO had 89% variable .
- STIP metrics: Revenue and Adjusted EBITDA equally weighted; CPF 93% in 2024; IPF layer based on individual leadership and strategic execution .
- LTIP metrics: Multi-year PSU awards linked to 3-year Revenue growth and Adjusted EBITDA CAGR, with 0–200% payout ranges; FY2022 PSU cycle paid 0% due to under-threshold performance, indicating robust hurdles .
Say-on-Pay & Peer Group
- Say-on-Pay approval: 98% in 2024; 94% in 2023; 91% in 2022, indicating strong shareholder support for the compensation framework .
- Compensation peer group (2024): ACV Auctions, CarGurus, EverCommerce, Gogo, Iridium, Magnite, Openlane, QuinStreet, Shutterstock, TechTarget, TripAdvisor, TrueCar, Upwork, Vivid Seats, Yelp, Ziff Davis .
Performance & Track Record
- Commercial execution: At Numerator, Gosselin led transformation of commercial org and four consecutive years of double-digit growth; at Epsilon/Conversant and Catalina, she led CRM and media capabilities across verticals including automotive .
- Company context: FY2024 Revenue $719.2M (+4% y/y), Adjusted EBITDA $209.7M (29.2% margin), Net Income $48.2M; compensation metrics and payouts calibrated to these outcomes .
- TSR: Value of $100 investment in CARS at $141.82 for 2024, aligning long-term pay focus to market outcomes .
Risk Indicators & Red Flags
- Hedging/pledging prohibited; strong ownership/retention policy reduces misalignment risk .
- No single-trigger CIC; no excise tax gross-ups; cutback mechanism improves shareholder alignment .
- Repricing of underwater options/SARs prohibited without shareholder approval; mitigates governance risk .
- Item 404: No related-party transactions disclosed for Gosselin; no family relationships; appointment free of interlocks .
Potential Insider Selling Pressure
- RSUs: Annual vesting in three equal tranches creates predictable supply over time; first tranche expected one year post grant; tax withholding may reduce net shares delivered .
- PSUs: No payout until end of the three-year performance period and certification, limiting near-term selling pressure .
Investment Implications
- Pay-for-performance is intact: STIP/PSU metrics tied to Revenue and Adjusted EBITDA with rigorous thresholds; prior PSU cycle (2022–2024) paying 0% underscores discipline .
- Retention signal: New-hire RSU plus sizable annual equity target (350% of salary) supports retention and alignment; ownership guidelines and clawback tighten governance .
- Execution upside: Gosselin’s track record scaling commercial organizations and delivering multi-year growth is strategically additive to accelerating revenue and product adoption across Cars Commerce’s platform .
- Trading signals: Expect periodic RSU settlements to add modest stock supply; PSU settlement timing concentrates potential supply in out-years; prohibition on hedging/pledging reduces forced selling risk .
Notes: Lisa’s beneficial ownership was not disclosed in the 2025 proxy due to timing of her appointment; severance plan participation is subject to Compensation Committee selection though she is eligible as an executive officer .