Thomas Hale
Cars.comAbout Thomas Hale
Thomas Hale (age 56) is an independent director of Cars.com Inc. d/b/a Cars Commerce, serving since 2017. He is CEO of ŌURA Health Oy (Oura Ring), and previously was President of Momentive (SurveyMonkey) and COO of HomeAway; he holds a B.A. from Harvard University. He brings deep expertise in online marketplaces, subscription businesses, and product/technology operations and is designated by the Board as an Audit Committee Financial Expert .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Momentive (makers of SurveyMonkey) | President | 2016–2022 | Led experience management; scaled subscription business |
| HomeAway | Chief Operating Officer | 2010–2015 | Operated internet marketplace for vacation rentals; marketplace operations expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| ŌURA Health Oy (Oura Ring) | Chief Executive Officer | Current | Health tech wearables; sleep and activity tracking |
| Public company directorships | None | N/A | No current or past five-year public boards disclosed |
Board Governance
- Independence: Hale is independent under NYSE rules; all committee members are independent .
- Committees: Audit Committee (member; financial expert designation) and ESG Committee (member) .
- Attendance: In 2024, Board held 5 meetings; Audit 8; ESG 3. All directors attended >75% of meetings and the 2024 Annual Meeting .
- Executive sessions: Independent directors hold executive sessions at each regular Board and committee meeting .
| Committee | Role | Meetings (2024) | Independence | Financial Expert |
|---|---|---|---|---|
| Audit | Member | 8 | Yes | Yes (Board-designated) |
| ESG | Member | 3 | Yes | N/A |
Fixed Compensation
| Component | 2024 Amount/Detail | Vesting/Terms |
|---|---|---|
| Annual cash retainer | $75,000 | Payable quarterly |
| Annual equity (RSUs) | $180,017 grant date fair value; 8,726 RSUs granted June 5, 2024 | Vest on earlier of June 1, 2025 or day before 2025 Annual Meeting |
| 2024 total | $255,017 (cash $75,000; stock $180,017) | — |
| Deferral election | Defers RSU share delivery until earlier of third anniversary of grant or separation from Board | Post-vest delivery deferral |
| Chair fees | None (not a committee chair) | — |
Stock ownership guideline for directors: minimum 3x annual cash retainer ($225,000); all current non-executive directors are in compliance .
Performance Compensation
| Element | Use in Director Pay | Notes |
|---|---|---|
| Performance-based equity (PSUs/options) | Not used for non-executive directors | Director equity is time-based RSUs; no performance metrics disclosed |
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current public company boards | None |
| Prior 5-year public boards | None |
| Compensation committee interlocks | Company discloses no interlocks; no officer/employee service on CARS Compensation Committee; no reciprocal board relationships by CARS executives |
Expertise & Qualifications
- Marketplaces/subscription/product/technology operations, with leadership at Oura, Momentive, and HomeAway .
- Audit Committee Financial Expert designation by the Board (meets SEC definition) .
- Education: B.A., Harvard University .
Equity Ownership
| Measure | Amount | Notes |
|---|---|---|
| Beneficial ownership (shares) | 27,045 | Includes 8,726 RSUs vesting within 60 days |
| Vested stock units (deferred delivery) | 31,880 | RSUs with delivery deferred per program |
| Ownership as % of SO | <1% (asterisked in proxy) | |
| Pledged shares | None (no pledges by directors/officers; policy prohibits pledging) | |
| Ownership guideline compliance | In compliance (all non-exec directors) |
Hedging/pledging prohibited under Insider Trading Policy; directors must pre-clear trades and adhere to trading windows .
Insider Trades & Compliance
| Item | Status |
|---|---|
| Section 16(a) filings (2024) | Compliant; Company notes all such persons filed timely except one Form 4 for Matthew Crawford; no exceptions noted for Hale |
Governance Assessment
- Strengths: Independent director with Audit Committee Financial Expert status; active on Audit and ESG committees; >75% meeting attendance; strong stock ownership/retention policy compliance; hedging/pledging prohibited; no related-party transactions involving Hale disclosed .
- Compensation alignment: Majority of 2024 director compensation in equity ($180,017 RSUs vs $75,000 cash), with delivery deferral election that reinforces long-term alignment; guidelines require 3x retainer ownership .
- Interlocks/conflicts: No public company directorships or compensation interlocks; Board reviews outside commitments and states none are overboarded; Hale’s CEO role at Oura increases time commitments, but ESG Committee monitors potential conflicts and commitments .
- Signals: High say-on-pay support (98% in 2024) and robust clawback policy embedded in the Amended Omnibus Plan support governance quality; director equity under the plan is subject to clawback provisions .
RED FLAGS: None identified in proxy for Hale—no related-party transactions, pledging, or attendance issues; no overboarding concerns disclosed .