Matthew Crawford
Cars.comAbout Matthew Crawford
Matthew Crawford (age 37) is Chief Product and Innovation Officer at Cars.com Inc. d/b/a Cars Commerce, appointed in May 2024; he oversees product, technology, design, and research organizations, and previously led commercial technology and innovation at Sysco (Sysco LABS) with prior product roles at Front Gate Tickets (acquired by Ticketmaster), Civitas Learning, and SpareFoot (now Storable) . He holds an M.S. in Technology Commercialization from the University of Texas at Austin and B.A.s in Business Administration and Mass Communications from Houston Baptist University . Company performance used for incentive alignment: 2024 revenue was $719.2 million (+4% YoY), net income $48.2 million ($0.72 diluted EPS), and adjusted EBITDA $209.7 million (29.2% margin), which drove a 93% Company Performance Factor (CPF) for STIP awards . Cars Commerce’s five-year pay-versus-performance disclosure shows a $141.82 value for a fixed $100 TSR investment for 2024 and highlights revenue and adjusted EBITDA as key pay-linked measures .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Sysco Corporation (Sysco LABS) | Led commercial technology and innovation; general management for Sysco’s digital innovation arm | Not disclosed | Drove innovation in commercial tech and digital product development |
| Front Gate Tickets (acquired by Ticketmaster) | Product roles | Not disclosed | Product leadership at event ticketing platform integrating into Ticketmaster |
| Civitas Learning | Product roles | Not disclosed | Product work in ed-tech analytics and student success platforms |
| SpareFoot (now Storable) | Product roles | Not disclosed | Product roles in marketplace/technology for self-storage |
External Roles
No external public-company directorships or committee roles are disclosed for Matthew in the proxy .
Fixed Compensation
| Metric | FY 2024 |
|---|---|
| Annual base salary rate | $375,000 (increased from $350,025 effective May 7, 2024 due to promotion) |
| Salary earned | $364,594 (partial year at new rate) |
| Target bonus % | 50% of salary |
| Target bonus $ | $182,297 |
| Company Performance Factor (CPF) | 93% |
| Individual Performance Factor (IPF) | 90% |
| Actual bonus paid (STIP) | $152,583 |
Performance Compensation
2024 Short-Term Incentive Plan (STIP) – metrics and payout
| Metric | Weighting | Threshold (payout %) | Target | Maximum | 2024 Actual | Payout % |
|---|---|---|---|---|---|---|
| Revenue ($mm) | 50% | $666.9 (37.5%) | $741.0 | $852.2 | $719.2 | 47% |
| Adjusted EBITDA ($mm) | 50% | $194.8 (37.5%) | $216.5 | $249.0 | $209.7 | 46% |
| Company Performance Factor | — | — | — | — | — | 93% |
| Individual Performance Factor (Matthew) | — | — | — | — | — | 90% |
| Award earned (Matthew) | — | — | — | — | — | $152,583 |
Notes:
- STIP pays cash and is based on Revenue and Adjusted EBITDA, with CPF x IPF determining payout .
- Adjusted EBITDA definition used in incentives is disclosed in the proxy .
Long-Term Incentive Plan (LTIP) – PSUs (granted 2024)
| Grant | Shares at Target | Performance Period | Metrics | Weighting | Achievement Scale | Vesting |
|---|---|---|---|---|---|---|
| PSUs (granted May 13, 2024) | 12,585 | FY 2024–2026 | Three-year average revenue growth and three-year adjusted EBITDA CAGR | 50% revenue, 50% EBITDA | Threshold 25%, Target 100%, Max 200% | 100% on March 1, 2027, subject to performance |
Notes:
- Matthew’s 2024 equity mix: 30% PSUs and 70% RSUs as Chief Product & Innovation Officer .
- PSUs are strictly performance-based; payout is zero if targets are not met .
Long-Term Incentive Plan (LTIP) – RSUs (granted 2024 and prior)
| Grant Date | RSUs Granted | Vesting Schedule | 2024 Vesting (shares) | Future Vesting |
|---|---|---|---|---|
| Mar 14, 2024 | 30,994 | Equal annual over 3 years | 10,331 on Mar 1, 2025 | Remaining on Mar 1, 2026 and Mar 1, 2027 |
| Mar 15, 2023 | 21,252 | Vests through Mar 1, 2026 | 10,626 on Mar 1, 2025 | Balance vests on Mar 1, 2026 |
| Mar 16, 2022 | 10,783 | Fully vested Mar 1, 2025 | 10,783 on Mar 1, 2025 | — |
RSU value realized on vesting in 2024: 21,410 shares; $398,226 gross value, with net shares of $295,628 after tax withholding .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (common shares) | 45,929 shares as of Mar 21, 2025 |
| Ownership % | <1% of 63,911,001 shares outstanding |
| Unvested RSUs | 67,532 RSUs outstanding (aggregate) |
| Unvested PSUs (at target) | 48,876 PSUs outstanding (aggregate) |
| Deferred stock units | None for Matthew (— in “No. of Stock Units” column) |
| Hedging/Pledging | Hedging and pledging prohibited by policy; no executive/director pledges reported |
| Ownership guidelines | CEO direct reports must hold stock worth 1x base salary; all NEOs in compliance |
Employment Terms
| Provision | Executive Severance Plan | Change-in-Control (CIC) Severance Plan |
|---|---|---|
| Severance multiple | 1.0x salary + average bonus (3 yrs) | 1.5x salary + average bonus (3 yrs) |
| COBRA health coverage | 12 months | 18 months |
| Prorated bonus | Based on actual company performance; paid on regular cycle | Prorated based on three-year average; paid on regular cycle |
| Equity treatment | Continued vesting for 12 months (RSUs/PSUs; options pro rata rules per plan) | If awards not assumed at CIC: full vesting at target for PSUs; if assumed, vest upon qualifying termination within two years post-CIC |
| Release/Restrictive covenants | Required; includes non-compete (as permitted by law), non-solicit, confidentiality, non-disparagement |
Illustrative potential payments (assuming Dec 31, 2024 termination):
- CIC termination: Total $2,300,173, comprised of salary $562,500; bonus $393,298; RSUs $1,092,293; PSUs $218,098; health coverage $8,984; outplacement $25,000 .
- Qualifying termination (non-CIC): Total $1,240,946, comprised of salary $375,000; bonus $309,902; RSUs $550,054; health coverage $5,990; outplacement $25,000 .
Clawback: Incentive compensation for current/former executive officers is subject to recovery in the event of required accounting restatements and may be recovered at the Compensation Committee’s discretion for violations causing significant harm .
Compensation Structure Analysis
- Pay mix and risk: As a non-CEO NEO, 78% of target compensation is variable (23% STIP; 77% LTIP) indicating high performance sensitivity; Matthew’s 2024 equity mix is 30% PSUs and 70% RSUs, balancing performance-based and retention components .
- STIP alignment: 2024 STIP tied equally to Revenue and Adjusted EBITDA; CPF was 93% on results of $719.2m revenue and $209.7m adjusted EBITDA; Matthew’s IPF was 90%, yielding $152,583 payout .
- PSU rigor: The 2022 PSU cycle for other NEOs/CEO paid 0% due to below-threshold performance (multi-year revenue growth and EBITDA CAGR targets), signaling historically stringent PSU hurdles; Matthew’s 2024 PSU is similarly tied to 2024–2026 revenue/EBITDA growth .
Risk Indicators & Red Flags
- Section 16 compliance: One late Form 4 for Matthew due to administrative error after his appointment; corrected via a Form 5 .
- Hedging/pledging: Prohibited by policy; no pledges reported for executives/directors .
- Option repricing/gross-ups: No tax gross-ups on CIC payments, no single-trigger CIC payments; plan reduces payments to avoid 280G excise tax if economically beneficial .
- PSU outcome history: 2022 PSU tranche for peers/CEO paid at 0% (below threshold), indicating high performance bar; relevant to Matthew’s PSU risk profile .
- Related party transactions: None involving Matthew; 2024 related party transactions disclosed for entities associated with other directors/holders, reviewed and approved by Audit Committee .
Governance, Peer Group, and Say-on-Pay Context
- Compensation peer group (used by Compensation Committee/Korn Ferry) includes CarGurus, ACV Auctions, TrueCar, Yelp, Upwork, TripAdvisor, Ziff Davis, and others; TripAdvisor added and Ebix removed in 2024 after review .
- Say-on-Pay support: 2024 98%; 2023 94%; 2022 91% approval, with no program changes directly due to the 2024 vote .
- Ownership policy: Executives must retain at least 50% of net shares until guideline met; NEOs compliant .
Performance & Track Record
| Measure | 2022 | 2023 | 2024 |
|---|---|---|---|
| Revenue ($mm) | $653.9 | $689.2 | $719.2 |
| Adjusted EBITDA ($mm) | $186.7 | $194.9 | $209.7 |
| TSR – $100 investment value | $112.68 | $155.24 | $141.82 |
Note: Matthew’s tenure as CP&I Officer began May 2024; above metrics provide the corporate context underpinning his incentive metrics .
Equity Ownership & Vesting Calendar (Insider Selling Pressure)
- 2024 vesting and delivery: RSUs vested into 21,410 shares for Matthew, with $398,226 value realized (net shares $295,628 after withholding), indicating periodic liquidity events that can create modest sell pressure around vest dates .
- Upcoming scheduled vesting: RSUs from 2023 and 2024 grants vest on Mar 1, 2026 and Mar 1, 2027; PSUs from 2024 grant cliff-vest Mar 1, 2027, contingent on performance, concentrating potential events into 2026–2027 windows .
Employment Terms
| Element | Detail |
|---|---|
| Start date in current role | May 7, 2024 |
| Severance multiples | 1.0x (Exec Plan); 1.5x (CIC Plan) |
| CIC equity treatment | Full vest (target for PSUs) if not assumed; double-trigger vesting if assumed and terminated without cause/for good reason within two years |
| Non-compete/non-solicit | Required per plan terms (as permitted by law), plus confidentiality and non-disparagement |
Investment Implications
- High alignment via variable pay: With 78% of NEO pay variable and PSU hurdles tied to multi-year revenue and adjusted EBITDA growth, incentives are geared toward durable top-line and margin expansion; prior 0% PSU vesting for peers underscores rigorous performance conditions and execution risk for achieving 2024–2026 PSU targets .
- Low pledging/hedging risk and ownership compliance: Prohibitions on hedging/pledging and confirmed compliance with ownership guidelines reduce misalignment risk; Matthew’s beneficial ownership is <1% with material unvested RSUs/PSUs, aligning wealth to future performance while limiting leverage risk .
- Vesting-driven windows: RSU and PSU schedules concentrate potential trading/withholding events around March 1, 2026–2027; while tax withholding typically reduces net shares, these windows can modestly increase supply, particularly upon PSU vesting if targets are met .
- Retention and CIC economics: CIC multiple of 1.5x and double-trigger equity protection provide retention in change scenarios without single-trigger windfalls or gross-ups, balancing retention with shareholder-friendly constructs .
- Program credibility: Strong Say-on-Pay support (98% in 2024) and third-party benchmarking (Korn Ferry; refined peer set) point to a market-competitive, investor-aligned pay program, though execution risk remains embedded in PSU metrics amid modest multi-year TSR variability .