Sonia Jain
Cars.comAbout Sonia Jain
Sonia Jain is Chief Financial Officer of Cars.com Inc. d/b/a Cars Commerce, responsible for accounting, finance, treasury, investor relations and analytics; she is 45 years old and has served as CFO since July 2020, with a reappointment effective October 17, 2022 after a brief period at Convoy in 2022 . She holds an MBA from Harvard, an MS from MIT, and a BSE from Princeton . Company performance metrics tied to executive incentives include 2024 revenue of $719.2 million (+4% YoY) and adjusted EBITDA of $209.7 million (29.2% of revenue) . The PVP disclosure shows TSR equivalent to a $100 investment growing to $141.82 in 2024, and Cars Commerce emphasizes revenue and adjusted EBITDA as primary performance measures for pay linkage .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Convoy Inc. | Chief Financial Officer | Apr 2022 – Sep 2022 | Senior finance leadership at logistics technology firm |
| Redbox Automated Retail | Chief Financial Officer | Sep 2016 – Jul 2020 | Oversaw finance, treasury, strategy & analytics, and M&A |
| Outerwall Inc. | VP Finance & Treasurer; Senior Director Corporate Finance; Director Corporate Finance | 2010 – 2016 | Corporate finance and treasury leadership |
| Morgan Stanley | Investment Banker | 2007 – 2010 | Capital markets and M&A execution |
| McKinsey & Company | Consultant | 2003 – 2005 | Strategy and operations consulting experience |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| AMC Entertainment Holdings, Inc. | Director | Joined Mar 1, 2024 | Public company board service |
Fixed Compensation
Multi-year compensation (SCT):
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | $261,100 | $550,000 | $550,000 |
| Stock Awards ($) | $2,977,445 | $1,787,522 | $2,037,509 |
| Non-Equity Incentive Plan Compensation ($) | $237,026 | $652,190 | $562,650 |
| Total Compensation ($) | $3,477,907 | $2,997,045 | $3,163,959 |
2024 program parameters:
| Element | Detail |
|---|---|
| Base Salary | $550,000 |
| Target Bonus % (STIP) | 110% of salary |
| STIP Award Earned (2024) | $562,650 |
| LTIP Target Value (2024) | $2,037,500 |
| Equity Mix (CFO) | 50% PSUs, 50% RSUs |
Offer letter (reappointment terms, 2022–2023):
- Base $550,000; STIP target 110%; 2023 LTIP target $1,787,500 split 50/50 PSUs/RSUs .
- Make-whole RSUs of 174,960 units (three-year vest); prorated 2022 annual equity award of 59,300 units (50% RSUs/50% PSUs); prorated 2022 cash bonus timing .
Performance Compensation
STIP design and outcomes (2024):
| Metric | Weighting % | Threshold ($) | Target ($) | Maximum ($) | 2024 Actual ($) | Payout % |
|---|---|---|---|---|---|---|
| Revenue | 50% | 666.9 | 741.0 | 852.2 | 719.2 | 47% |
| Adjusted EBITDA | 50% | 194.8 | 216.5 | 249.0 | 209.7 | 46% |
| Company Performance Factor | — | — | — | — | — | 93% |
| Individual Performance Factor (CFO) | — | — | — | — | — | 100% |
| STIP Award (CFO) | — | — | — | — | — | $562,650 |
PSUs – 2024 award structure:
| Metric | Weighting % | Threshold Achievement % | Target Achievement % | Maximum Achievement % | Payout Range |
|---|---|---|---|---|---|
| Three-Year Average Revenue Growth | 50% | 25% | 100% | 200% | 25%–200% |
| Three-Year Adjusted EBITDA CAGR | 50% | 25% | 100% | 200% | 25%–200% |
Equity grants (key CFO awards):
| Award Type | Grant Date | Target Units (#) | Vesting | Notes |
|---|---|---|---|---|
| RSU (Annual) | 3/14/2024 | 60,139 | Equal annual installments over 3 years | Settles in stock; tax withholding via share netting |
| PSU (Annual) | 3/14/2024 | 60,139 | 100% vest Mar 1, 2027 subject to FY2024–FY2026 goals (10) | Revenue and EBITDA CAGR metrics |
| RSU (Reappointment Make-Whole) | 10/17/2022 | 174,960 | One-third annual over 3 years | Make-whole for forfeited equity |
| RSU/PSU (Prorated 2022) | 2022 | 59,300 total (50% RSU/50% PSU) | Per vehicle schedules | Prorated for time served |
| PSU (FY2022 grant outcome) | 3/16/2022 cohort | — | Vested at 0% on Mar 16, 2025 due to below-threshold performance (3) | FY2022–FY2024 period; thresholds not met |
Equity Ownership & Alignment
- Beneficial ownership: 66,862 shares as of March 21, 2025; less than 1% of outstanding .
- Unvested holdings: 217,406 RSUs and 235,077 PSUs (at target) not vesting within 60 days (4).
- Ownership guidelines: CFO required minimum 2x base salary; all NEOs currently in compliance .
- Hedging/pledging: Prohibited; policy covers derivatives, short sales, margin accounts, and pledging .
- Shares acquired on vesting in 2024: 86,292 shares; value realized $1,468,625 (net shares valued at $772,006) .
Outstanding equity awards at 12/31/2024 (CFO):
| Grant | Shares/Units Unvested (#) | Market Value ($) |
|---|---|---|
| RSU 10/17/2022 | 68,203 | $1,181,958 |
| PSU 10/17/2022 (target) | 29,650 | $513,835 |
| RSU 3/15/2023 | 36,177 | $626,947 |
| PSU 3/15/2023 (target) | 54,266 | $940,430 |
| RSU 3/14/2024 | 60,139 | $1,042,209 |
| PSU 3/14/2024 (target) | 60,139 | $1,042,209 |
Key vesting schedule highlights:
- RSUs vested Mar 1, 2025: 20,046 units; remaining equal installments on Mar 1, 2026 and Mar 1, 2027 (9).
- PSUs (2023 grant) vest Mar 1, 2026 subject to FY2023–FY2025 goals (7).
- PSUs (2024 grant) vest Mar 1, 2027 subject to FY2024–FY2026 goals (10).
- FY2022 PSU award vested at 0% on Mar 16, 2025 (3) .
Employment Terms
| Term | Detail |
|---|---|
| Employment status | At-will; CFO reappointed Oct 17, 2022 (originally CFO since July 2020) |
| Severance – Change in Control (CIC) | 1.5x (salary + average bonus for last 3 years); prorated bonus; 18 months COBRA; outplacement; no excise tax gross-ups (best-net cutback) |
| Severance – Non-CIC | 1.0x (salary + average bonus); prorated bonus based on actual performance; 12 months continued vesting; 12 months COBRA for CFO |
| Equity treatment on CIC | Double-trigger vesting if awards assumed (vest upon termination without cause/for good reason within 2 years after CIC); single-trigger if awards not assumed; PSUs vest at target on trigger; 30-day payout windows; 409A constraints apply |
| Restrictive covenants | Release requirement; non-solicit, confidentiality; non-compete in Executive Severance Plan as permitted by law (duration not specified) |
| Clawback | Incentive compensation clawback policy per NYSE/Exchange Act Rule 10D-1; discretionary recovery for violations causing significant harm |
| Insider trading policy | Pre-clearance, trading windows; prohibition on hedging, short sales, derivatives, and pledging |
| Ownership policy | CFO minimum ownership 2x base salary; must retain at least 50% of net shares until compliant; all NEOs compliant |
Performance & Track Record
- Company 2024 performance used for STIP decisions: revenue $719.2 million (+4% YoY), adjusted EBITDA $209.7 million (29.2% of revenue) .
- FY2024 STIP CPF 93% with CFO IPF 100%; CFO STIP payout $562,650 .
- FY2022 PSU cohort vested at 0% due to performance below threshold targets over the FY2022–FY2024 period (adjusted EBITDA CAGR 3.95% and annual revenue growth track fell short of thresholds) (3).
- Pay mix emphasizes variable, equity-based compensation; CFO equity split 50% PSUs / 50% RSUs with multi-year performance periods .
Compensation Structure Analysis
- Pay-for-performance linkage: STIP metrics are equally weighted revenue and adjusted EBITDA, with linear payout curves and individual performance factors; PSUs are tied to three-year revenue growth and EBITDA CAGR with 25%–200% payout range .
- Equity emphasis and multi-year vesting support retention; recent PSU cohort (FY2022) paid 0% underscores stringent targets and strong alignment with performance outcomes .
- Governance controls: independent consultant (Korn Ferry), defined peer group (e.g., CarGurus, TripAdvisor, Yelp, ACV Auctions, etc.), clawback policy, prohibition on hedging/pledging, and robust stock ownership guidelines .
Say-on-Pay & Shareholder Feedback
- Say-on-pay approval: 98% in 2024; prior approvals 94% (2023) and 91% (2022), indicating broad shareholder support for the compensation framework .
Equity Ownership & Pledging
- No pledging reported; insider trading policy prohibits pledging and hedging .
- Beneficial ownership and substantial unvested equity indicate alignment and ongoing exposure to multi-year performance outcomes .
Expertise & Qualifications
- Education: MBA (Harvard), MS (MIT, EECS), BSE (Princeton, EE) .
- Industry experience: Retail, technology, automotive marketplace; corporate finance, M&A, and treasury roles at Redbox/Outerwall, Morgan Stanley, McKinsey .
- Board qualification: Public company director at AMC Entertainment .
Investment Implications
- Alignment: Strong performance linkage via revenue/EBITDA in STIP and multi-year PSUs; 0% payout for FY2022 PSUs signals disciplined targets and reduced risk of windfall compensation .
- Retention vs selling pressure: Significant unvested RSUs/PSUs with staggered vesting dates through 2027 may moderate near-term selling pressure; hedging/pledging prohibitions further support alignment .
- Change-in-control economics: Double-trigger equity vesting and 1.5x cash severance under CIC are market-standard; absence of tax gross-ups is shareholder-friendly .
- Ownership discipline: CFO ownership guideline at 2x salary with compliance reported; say-on-pay support at 98% suggests investor acceptance of pay design .