UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Chief Financial Officer
On October 4, 2022, Cars.com Inc. (“CARS”) appointed Sonia Jain, as Chief Financial Officer effective October 17, 2022. Jandy Tomy will step down as Interim Chief Financial Officer and will serve as Executive Vice President of Finance and Treasurer, effective as of October 17, 2022.
Sonia, age 43, has over 15 years of retail, technology, and financial management experience. Sonia rejoins CARS from Convoy Inc., where she served as Chief Financial Officer from April 2022 to September 2022. Before joining Convoy Inc., Sonia served as Chief Financial Officer of CARS from July 2020 to April 2022. Before her initial tenure at CARS, Sonia served as Chief Financial Officer of Redbox Automated Retail LLC, overseeing finance, treasury, strategy & analytics, and M&A activities from September 2016 to June 2020. Sonia served as Vice President, Finance & Treasurer of Outerwall, Inc. from August 2012 to September 2016, as Senior Director Corporate Finance & Treasurer from May 2011 to August 2012, and as Director of Corporate Finance from August 2010 to May 2011. Sonia was an investment banker at Morgan Stanley from August 2007 to August 2010 and a consultant at McKinsey & Company from September 2003 to August 2005. Sonia received a B.S. in Electrical Engineering from Princeton University, an M.S. in Electrical Engineering and Computer Science from the Massachusetts Institute of Technology, and an M.B.A. from Harvard Business School.
In connection with Sonia's appointment as Chief Financial Officer, CARS entered into an offer letter with Sonia (the “Offer Letter”) setting forth the terms of her employment and compensation. Pursuant to the Offer Letter, Sonia's base salary will be $550,000, and she is eligible to participate in CARS Short-Term Incentive Plan (“STIP”) which enables her to earn an annual cash performance bonus calculated at a target of 110% of her base salary. CARS will recommend that the Compensation Committee grant Sonia annual equity awards under CARS Long-Term Incentive Plan (“LTIP”) with an aggregate target value equal to $1,787,500 for 2023, comprised of approximately 50% performance-based restricted stock units (“PSUs”) and 50% time-based restricted stock units (“RSUs”).
The Offer Letter provides for certain compensation to be provided to Sonia in 2022 in the form of equity awards and a cash bonus, designed primarily to make her whole for compensation that she forfeited when she previously departed CARS as follows:
Sonia's equity awards will be subject to the terms and conditions of the Cars.com Inc. Omnibus Incentive Compensation Plan and
Clawback Policy.
Upon Board approval, Sonia will be eligible to participate in the Executive Severance Plan and Change in Control Severance Plan. Sonia will also be eligible to participate in all customary CARS employee benefit plans and programs made available to Senior Executive Officers. Sonia has agreed to observe the Company’s standard confidentiality and restrictive covenant agreement and her employment is at-will and may be terminated at any time for any reason.
The foregoing description of the Offer Letter is not complete and is qualified in its entirety by reference to the Offer Letter which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated in this Item 5.02 in its entirety by reference.
There is no family relationship between Sonia and any director or executive officer of CARS, and she has no direct or indirect material interest required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Item 7.01 Regulation FD Disclosure.
On October 4, 2022, Cars.com Inc. issued a press release announcing the appointment of Sonia Jain as Chief Financial Officer, effective October 17, 2022. A copy of the press release is being furnished as Exhibit 99.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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10.1 |
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99.1 |
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104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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Cars.com Inc. |
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October 4, 2022 |
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/s/ Angelique Strong Marks |
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Angelique Strong Marks |
Exhibit 10.1
September 7, 2022
Sonia Jain
Dear Sonia:
We are delighted by the prospect of you rejoining CARS!
In your role of Chief Financial Officer, you will report to Alex Vetter, Chief Executive Officer. Your first day will be October 17, 2022. Your annualized compensation in this exempt position, as agreed, will be $550,000 and you will be eligible to participate in CARS Short-Term Incentive Plan ("STIP") which enables you for 2023 to earn an annual cash performance bonus calculated at a target of 110% of your base salary.
In addition to this annualized base salary and performance bonus, we are also recommending to the Compensation Committee that your target Long Term Incentive for 2023 be $1,787,500, evenly divided between grant of Cars.com Restricted Stock Units (“RSUs”) and Performance Share Units (“PSUs”) and subject to vesting as determined by the Compensation Committee. The Long Term Incentive grant generally occurs In March following the Compensation Committee meeting.
Specifically for 2022, we are also:
recommended award will be 174,960 RSUs. This is a “return” grant to replace the equity you forfeited when you left. This grant will vest over three years, one-third of the grant vesting each year.
and Performance Share Units (“PSUs”). The recommended award will be 59,300 Units (approximately one half of the 2022 annual grant, representing number of active months at CARS). This grant shall be evenly divided between Restricted Stock Units and Performance Share Units. This grant will vest as outlined for each equity vehicle.
15, 2022) as well as your service from date of commencement of services through December 31, 2022. This bonus will be payable to you at the same time as STIP payments occur, typically in March of the following year (March 2023).
Please note that the incentive plans may be amended or terminated at any time and for any reason. Also, your final award values are based on the Company’s and your performance and applicable guidelines, which may be changed at any time. This recommended equity grants are not official until actually authorized by the Compensation Committee of our Board of Directors, expected within the first 30 days of employment.
You are eligible to participate in our comprehensive benefits package including 23 days paid time off annually, which is prorated based on start date.
After acceptance of this offer, you will receive an email from our onboarding website, Greenhouse Onboarding containing a link with your log-in credentials. This site will guide you through the process of completing your tasks prior to your first day. Upon receipt of your credentials, please log-in and complete your task list. Within the task list, are instructions on where to upload your signed offer letter and Restrictive Covenant Agreement. Please complete this at your earliest opportunity.
Your initial new hire orientation is scheduled for October 17, 2022 at 9:00 a.m. and will include a detailed review of our benefits and many other employee programs. Please be sure to upload your I-9 documentation to Greenhouse Onboarding by your first day.
Sonia, we recognize that we will achieve success only by attracting and retaining the finest talent available. We are confident that you will find your work with CARS personally and professionally rewarding and that you will play a vital role in contributing to our future success.
Congratulations and welcome back!
Emily Rhomberg
Interim Chief HR Officer
CARS
Cars.com | Dealer Inspire | DealerRater | FUEL | Accu-Trade
Exhibit 99.1
Sonia Jain Returns to CARS as Chief Financial Officer
CHICAGO (Oct. 4, 2022) – Cars.com Inc. (NYSE: CARS)(“CARS” or the “Company”), the leading automotive marketplace platform that provides a robust set of digital solutions, today announced that it has reappointed former executive Sonia Jain as its chief financial officer with effect October 17, 2022.
“We are thrilled to have Sonia back as we continue to invest for sustainable growth,” said Alex Vetter, chief executive officer at CARS. I’m confident that Sonia’s deep experience in retail, tech and financial management will help advance our platform strategy, driving growth and incremental shareholder value.”
Sonia previously served as CFO of Redbox, overseeing finance, treasury, strategy and analytics, and mergers and acquisitions activities. Prior to Redbox, Sonia served as vice president, finance and treasurer with Outerwall. She was also an investment banker at Morgan Stanley and a consultant at McKinsey & Company.
“The strength of the CARS business and its track record for growing market leadership and leading industry innovation represents a clear and compelling opportunity,” said Jain. “The Company’s strong free cash flow profile, solid margins and consistent growth across revenue, traffic and customers all signal stability and continued momentum. I’m eager to rejoin the talented team at CARS.”
Jandy Tomy has served as interim CFO of CARS since April 2022. She will remain at the Company as Executive Vice President of Finance and Treasurer where she will drive treasury operations and support investor relations and other strategic finance initiatives.
“On behalf of the executive team and the Board, I want to thank Jandy for her excellent leadership as interim chief financial officer,” continued Vetter. “I look forward to partnering with Jandy as she continues to play an integral role within our finance organization and at CARS.”
About CARS
CARS is the leading automotive marketplace platform that provides a robust set of digital solutions to connect car shoppers with sellers. Launched in 1998 with the flagship marketplace Cars.com and headquartered in Chicago, the Company empowers shoppers with the data, resources and digital tools needed to make informed buying decisions and seamlessly connect with automotive retailers and OEMs. In a rapidly changing market, CARS enables dealerships and OEMs with innovative technical solutions and data-driven intelligence to better reach and influence ready-to-buy shoppers, increase inventory turn and gain market share.
In addition to Cars.com, CARS brands include Dealer Inspire, a technology provider building solutions that future-proof dealerships with more efficient operations and connected digital experiences; FUEL, which gives dealers and OEMs the opportunity to harness the untapped power of digital video by leveraging Cars.com's pure audience of in-market car shoppers, DealerRater, a leading car dealer review and reputation management platform, automotive fintech platform CreditIQ, and Accu-Trade, a leading provider of vehicle acquisition technology and valuation data.
The full suite of CARS properties includes Cars.com™, Dealer Inspire®, FUEL™, DealerRater®, CreditIQ™, Accu-Trade™, Auto.com™, PickupTrucks.com™ and NewCars.com®. For more information, visit www.Cars.com.
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CARS Investor Relations Contact:
Robbin Moore-Randolph
312.601.5929
CARS Media Contact:
Marita Thomas
312.601.5692