Scott Forbes
Cars.comAbout Scott Forbes
Scott Forbes, age 67, is Cars Commerce’s independent Chairman of the Board and a director since 2017. He has three decades of board chair experience in online marketplaces, including senior leadership roles at Cendant Corporation/HFS Inc., and currently chairs Auction Technology Group plc; he previously chaired Rightmove plc and Ascential plc. He holds a B.S. from Rutgers University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cendant Corporation / HFS Inc. | Senior leadership positions | ~15 years | Led travel and real estate services in 100+ countries |
| Rightmove plc | Chairman | 2005–2019 | Led UK’s largest online real estate marketplace |
| Ascential plc | Chairman | 2016–2024 | Global specialist ecommerce/events; sold to Informa in Oct 2024 |
| Cars.com Inc. (Cars Commerce) | Independent Chairman of the Board | 2017–Present | Board leadership, agendas, executive sessions, shareholder communications |
External Roles
| Organization | Role | Tenure |
|---|---|---|
| Auction Technology Group plc | Chairman | 2021–Present |
| Ascential plc | Chairman (within past five years) | 2016–2024 |
Board Governance
- Roles and committees: Independent Chairman of the Board; Compensation Committee Chair; ESG Committee member .
- Independence: Board determined Forbes and all committee members are independent under NYSE standards (CEO is the only non‑independent director) .
- Attendance: 2024 meetings—Board (5), Audit (8), Compensation (6), ESG (3); each director attended >75% of Board/committee meetings and the 2024 Annual Meeting .
- Executive sessions: Chaired executive sessions of independent directors at regular Board meetings; committee chairs lead sessions at committee meetings .
- Governance practices: Majority voting with resignation policy, annual evaluations led by the ESG Committee, stock ownership/retention, clawback, and prohibitions on hedging and pledging .
Fixed Compensation
- Program structure: Annual cash retainer $75,000; committee chair cash retainer $20,000; $1,000 per meeting only if any one committee exceeds eight meetings; annual director RSU grant targeted at $180,000; additional RSUs with $75,000 target to the independent Chair .
- 2024 grants: Each non‑executive director received 8,726 RSUs; Forbes received an additional 3,635 RSUs for serving as independent Chair; these RSUs vest on the earlier of June 1, 2025 or the day preceding the 2025 Annual Meeting; Forbes elected to defer share delivery until separation from Board service .
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Scott Forbes | 95,000 | 255,007 | 350,007 |
Performance Compensation
As Compensation Committee Chair, Forbes oversees executive pay design tied to financial performance and long‑term value creation:
- STIP metrics and results (2024): Revenue and Adjusted EBITDA, equally weighted, produced a Company Performance Factor (CPF) of 93% .
- PSU metrics (2024–2026): Three‑year average Revenue growth and three‑year Adjusted EBITDA CAGR, with payouts ranging from 25% (threshold) to 200% (maximum) .
- One‑time CEO PSU (granted 5/13/2024): Performance based on cumulative adjusted net income per diluted share of $2.71; 50% vests on 3/1/2026 and 50% on 3/1/2027 if goal met .
| 2024 STIP Metric | Threshold | Target | Maximum | Actual 2024 | Payout Contribution |
|---|---|---|---|---|---|
| Revenue ($mm) | 666.9 | 741.0 | 852.2 | 719.2 | 47% |
| Adjusted EBITDA ($mm) | 194.8 | 216.5 | 249.0 | 209.7 | 46% |
| Company Performance Factor | 93% |
| 2024–2026 LTIP PSU Metrics | Goal Weighting | Threshold Payout | Target Payout | Maximum Payout |
|---|---|---|---|---|
| Three‑Year Average Growth – Revenue | 50% | 25% | 100% | 200% |
| Three‑Year CAGR – Adjusted EBITDA | 50% | 25% | 100% | 200% |
| CEO One‑time PSU (5/13/2024) | Performance Target | Vesting |
|---|---|---|
| Cumulative adjusted net income per diluted share | $2.71 | 50% on 3/1/2026; 50% on 3/1/2027 if target met |
Say‑on‑Pay support (context for committee effectiveness):
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Say‑on‑Pay approval (%) | 91% | 94% | 98% |
Other Directorships & Interlocks
| Topic | Detail |
|---|---|
| Compensation Committee interlocks | None; no executive officer at Cars Commerce serves on boards with reciprocal executive overlaps; no committee member has been an officer/employee of Cars Commerce . |
| Outside board service policy | ESG Committee reviews outside commitments; no director serves on >4 public company boards; none are public company executive officers serving on >2 external public company boards . |
Expertise & Qualifications
- Deep experience in digital marketplaces and ecommerce; public company board chair roles; strategic planning background .
- Prior executive leadership at Cendant/HFS; experience overseeing complex international service businesses .
- Board leadership responsibilities include agenda setting, executive sessions, evaluations, and shareholder communication .
Equity Ownership
| Holder | Shares Beneficially Owned | Stock Units (Vested RSUs Deferred) | % of Outstanding Shares |
|---|---|---|---|
| Scott Forbes | 69,203 | 98,655 | * (less than 1%) |
- Director stock ownership guideline: minimum holdings equal to 3x annual cash retainer ($225,000); all non‑executive directors are in compliance .
- Hedging/pledging: Prohibited for directors and officers under Insider Trading Policy .
Governance Assessment
- Positive signals: Independent Chair structure separating CEO and Chair roles enhances oversight; all committees are fully independent . Strong shareholder support for executive pay (98% in 2024) indicates alignment and credibility of the Compensation Committee chaired by Forbes . Robust clawback policy, minimum vesting in equity plan, and prohibition of hedging/pledging strengthen governance quality .
- Alignment and pay design: Director compensation mixes cash and equity with additional equity for independent Chair; Forbes defers RSU delivery until Board separation, enhancing long‑term alignment . Executive incentives emphasize Revenue and Adjusted EBITDA with clearly disclosed targets and outcomes; recent PSUs (2022 cycle) paid 0% when thresholds weren’t met, evidencing discipline .
- Conflicts/related parties: No related‑party transactions disclosed involving Forbes; related‑party purchases disclosed for other parties were reviewed/approved by Audit Committee on arm’s‑length terms .
- Attendance and engagement: Board and committee meeting cadence with >75% attendance for all directors; executive sessions held regularly; Forbes leads Board executive sessions .
- Watch items: Ongoing workload across Chairs (Cars Commerce and ATG) should be monitored, though the Board’s overboarding review found no issues and Forbes currently serves on one external public company board .