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
Date of Report (Date of earliest event reported): |
(Exact name of Registrant as Specified in Its Charter)
(State or Other Jurisdiction |
(Commission File Number) |
(IRS Employer |
||
|
|
|
|
|
|
||||
|
||||
(Address of Principal Executive Offices) |
|
(Zip Code) |
||
Registrant’s Telephone Number, Including Area Code: |
|
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
|
|
Trading |
|
|
|
|
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.
Departure of Doug Miller as President and Chief Commercial Officer
Cars.com Inc. (the “Company”) is reporting that Doug Miller, the Company’s President and Chief Commercial Officer is departing from the Company to pursue other opportunities. Mr. Miller will cease to serve in his role as the Company’s President and Chief Commercial Officer effective February 24, 2025, and will depart from the Company effective March 31, 2025. From February 24, 2025 through March 14, 2025, Mr. Miller will remain employed by the Company as an employee advisor and will assist with the transition of his responsibilities to his successor and provide other services as needed, and thereafter will be entitled to severance benefits under the terms of the Company’s Executive Severance Plan.
Appointment of Lisa Gosselin as Chief Commercial Officer
The Company is also reporting that the Board of Directors of the Company has appointed Lisa Gosselin to serve as the successor to Mr. Miller as the Company’s Chief Commercial Officer effective February 24, 2025. Ms. Gosselin brings more than 25 years of commercial leadership experience within SaaS, adtech and data across key verticals including retail and automotive. Prior to joining the Company she was the Chief Revenue Officer of Numerator from July 2020. Prior to joining Numerator, Ms. Gosselin served as the Senior Vice President of Customer Relationship Management Solutions and the United States Business Development Group for Epsilon Data Management from May 2015 to July 2020. Prior to joining Epsilon Data Management, Ms. Gosselin served as Senior Vice President of United States Media for Catalina Marketing Corporation from 2012 to 2015. Ms. Gosselin also worked in brand marketing and sales leadership at Anheuser-Busch, Gatorade, Quaker Oats, and PepsiCo. Ms. Gosselin received her B.S. degree from the University of South Carolina and currently serves as an Advisory Board Member for the University of Tennessee – Knoxville Women in Leadership Program.
In connection with her appointment, and pursuant to an offer letter dated February 10, 2025, Ms. Gosselin (i) will receive an annual base salary of $450,000 (ii) will be eligible to participate in the Company’s short term incentive bonus plan at a target level of 110% of her base salary, which will be prorated based on her hire date and (iii) be eligible for all of other compensation and benefit plans available to the Company’s executive officers. In addition, the Company will recommend that the Compensation Committee grant Ms. Gosselin: (i) an annual equity award with a target of 350% of her annual base salary with an aggregate grant date value of $1,575,000, comprised of 50% performance share units (“PSUs”), which are subject to vesting after completion of a three-year performance period based on attainment of certain performance measures and 50% restricted stock units (“RSUs”), which will vest in three equal annual installments and (ii) a one-time new hire grant of RSUs with an aggregate grant date value of $300,000, which will vest in three equal annual installments.
The foregoing is a summary description of the terms and conditions of the offer letter and is qualified in its entirety by reference to the copies of which is filed as Exhibit 10.1 to this report and incorporated herein by reference.
There are no family relationships between any of the Company’s directors or officers and Ms. Gosselin that are required to be disclosed under Item 401(d) of Regulation S-K. There are no other arrangements or understandings between Ms. Gosselin and any other person pursuant to which Ms. Gosselin was appointed as Chief Commercial Officer. Ms. Gosselin has not entered into any transactions with the Company that are required to be disclosed under Item 404(a) of Regulation S-K.
Item 7.01 Regulation FD Disclosure.
On February 27, 2025, the Company issued a press release announcing the management changes described in Item 5.02 of this report. A copy of the press release covering such announcement is attached as Exhibit 99.1 to this report and is incorporated by reference.
The information contained in this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, or incorporated by reference in any filing by the Company under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No. Description
10.1 |
Letter Agreement, dated February 10, 2025, between Cars.com LLC and Lisa Gosselin
|
99.1 |
Press Release of Cars.com Inc. dated February 27, 2025
|
104 |
Cover Page Interactive Data File (the cover page XBRL tags are 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 hereunto duly authorized.
|
|
|
Cars.com Inc. |
|
|
|
|
Date: |
February 27, 2025 |
By: |
/s/ Angelique Strong Marks |
|
|
|
Angelique Strong Marks |
Exhibit 10.1
February 10, 2025
Mrs. Lisa Gosselin
Dear Lisa,
I am pleased to extend an offer for you to join Cars.com, Inc. d/b/a Cars Commerce Inc. (“Cars Commerce”). We are confident
that you, your skills, and your experience will be a tremendous addition to the team. The purpose of this letter is to briefly
summarize the details of our offer.
Position: Chief Commercial Officer
Business Unit / Function: Sales
Location: Chicago, IL /remote
Reports To: Alex Vetter
Anticipated Start Date: February 24, 2025
Base Salary: $450,000
This position is exempt from the overtime provisions of the Fair Labor Standard Act.
Annual Performance Bonus Plan
You will be eligible to participate in the Performance Bonus Plan as provided by the plan terms. This bonus opportunity is based on your base salary and attainment of specific key financial goals and performance objectives. The bonus target award for your position is 110% of your actual base salary and therefore is prorated based on hire date.
Long Term Incentive Plan (LTIP) – Equity Grant
In addition, we will recommend to the Compensation Committee that you participate in the Cars Commerce LTIP at a target of 350% of your annual base salary or $1,575,000. This equity award will be split between 50% Restricted Stock Units (RSUs) and 50% Performance Share Units (PSUs). The RSUs will vest ratably at 33% annually. PSUs are subject to vesting after completion of a three-year performance period based on attainment of specific financial results that must be certified by the Compensation Committee. The number of units you receive will be rounded to the nearest whole share based on the closing price of CARS stock on the grant date and is not official until the Compensation Committee of the Board of Directors approves the grant in its sole discretion and in accordance with our normal annual LTIP grant processes which is scheduled to occur in March.
One-time Special Equity Grant
As an incentive to join Cars Commerce, you will be eligible to receive a one-time grant in the amount of $300,000 which will be granted in RSUs. Restrictions on this RSU grant will lapse ratably at 33% annually for three years.
Please note that STIP and LTIP plans may be amended or terminated at any time and for any reason. Also, final award values are based on the Company’s and your performance and applicable guidelines, which may be changed at any time. 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.
Company Benefits
Effective on your start date, you will be eligible to participate in the Cars Commerce Benefit Package for salaried employees (summary included in your Offer Packet). You will be provided with additional information on or before your start date.
Paid Time Off Entitlement
You will be eligible to receive 23 days of PTO per calendar year, as provided by the Company’s vacation policy. The actual number of days of PTO will be prorated based on your start date. The Cars Commerce PTO policy accrues PTO days based on the calendar year. Employees earn PTO days as the year passes based on their PTO allotment. Our policy allows employees the flexibility to schedule and take PTO days before they are accrued based on the agreement that those days will be paid back to the company should you leave the company before accruing the days taken.
Exhibit 10.1
By accepting this offer of employment from the Company, I, (Lisa Gosselin) acknowledge and agree that it is my obligation to repay to the Company any PTO that is taken, but not accrued on my last day worked due to (a) voluntarily terminating my employment or (b) I am terminated by the Company for cause - “cause” being defined to include violation of Company policies and procedures, abandonment of my position, neglect or willful misconduct in the performance of my duties, any intentional omission or misrepresentation in connection with my application for employment, or any action or inaction which causes or has the potential to cause harm to the Company, its people, assets or brands (the “Obligation”).
Further, by my acceptance of this offer of employment from the Company, I also hereby authorize my employer, the Cars Commerce Company as may be applicable to me (the "Company"), to deduct the amount of the Obligation from my final paycheck, severance payment, or any other monetary sums due and paid to me at the time of my termination. If such final paycheck(s) is not sufficient to fully discharge the Obligation, I acknowledge that I shall remain obligated to repay the Company any remaining balance.
Response Date
This offer of employment will expire on February 13, 2025. At close of business on that date, this offer shall be considered to have been withdrawn unless the time period for acceptance has been extended by the Company. Please respond to us with your decision by the appropriate date.
The offer, should you accept, is pending the approval of our Board of Directors Compensation Committee approval. Additionally, this offer is made contingent upon your completion of a satisfactory background check, including your criminal history as well as verification of your employment history, education and social security number and your authorization to lawfully work for the Company in the position and location offered above. You acknowledge and understand that the Company may revoke this offer, notwithstanding that you may have already accepted the offer by signing below and without liability or further obligations to you, in the event that the results of any of the foregoing components of your background check are not satisfactory or for any other reason in the Company’s sole discretion.
The start date noted in this offer letter is anticipatory. Your actual start date will be based on various factors such as the timing of your acceptance, the time to complete your background check, the period of notice you provide to your current employer, the Company’s business conditions and other potential factors. Upon accepting this offer, you will coordinate with your hiring manager and HR to confirm the actual start date.
The above describes in part our current policies, programs, and perquisites. The Company reserves the right to amend, modify or delete such policies, programs, and perquisites at any time. In addition, this letter is not intended to be and should not be construed to be a contract or offer of employment for any specific term. By signing below you acknowledge and agree that your employment with the Company is and at all times shall be “at will,” meaning that it may be terminated by either you or the Company at any time, with or without cause or notice and to the terms and conditions of employment as stated in this offer letter.
We look forward to you joining us and are confident you will have a tremendous impact on our organization.
Warm wishes,
Sarah Archibong
Chief People Officer
Exhibit 99.1
Cars Commerce Appoints Lisa Gosselin as Chief Commercial Officer
Accomplished commercial leader brings proven track record of accelerating organic revenue growth and transforming go-to-market strategies across SaaS, adtech and data
CHICAGO (Feb. 27, 2025) — Cars.com Inc. (NYSE: CARS) (d/b/a “Cars Commerce”), an audience-driven technology company empowering automotive, announced today the appointment of Lisa Gosselin as its Chief Commercial Officer, succeeding Doug Miller. Gosselin brings more than 25 years of commercial leadership experience within SaaS, adtech and data across key verticals including retail and automotive. The move helps accelerate the Company’s platform and growth strategy.
“As we continue to simplify the automotive retail and wholesale experience, Lisa is a welcomed addition to our executive team. She is a transformative leader who has built high-performing go-to-market teams and created proven strategies to deliver top- and bottom-line growth,” said Alex Vetter, CEO of Cars Commerce. “I am confident Lisa will help us create an exceptional customer experience that deepens product adoption and accelerates growth.”
In her new role, Gosselin will oversee the Company’s sales channels. She will also be responsible for optimizing Cars Commerce’s go-to-market strategy, deepening strategic partnerships, driving revenue growth and creating long-term value for dealers, OEMs and commercial partners.
Prior to Cars Commerce, Gosselin served as Chief Revenue Officer at Numerator, a Bain Capital-backed data and technology firm. Since joining the company in 2020, she transformed Numerator’s commercial organization and led the team to four consecutive years of double-digit growth. Before Numerator, Gosselin was a senior leader at Conversant-Epsilon for five years, leading U.S. Business Development and CRM solutions as well as the auto vertical supporting OEMs. In addition, Gosselin spent 14 years at Catalina Marketing, a leader in data-driven marketing solutions, and served in multiple roles at Anheuser-Busch, PepsiCo, and Suntory, Inc.
“I’m thrilled to join Cars Commerce and work alongside such a dynamic team,” said Lisa Gosselin. “I look forward to deepening the partnerships with our customers to drive efficiency, profitability and impactful outcomes for their businesses. It is a pivotal time to join the automotive industry and the Cars Commerce team. I’m excited to build on the company’s momentum and contribute to its next phase of growth.”
“Over the last seven years, Doug Miller oversaw the expansion of our suite of platform solutions, helped launch our unified Cars Commerce commercial brand and created an inspiring sales culture. We are grateful for his leadership and service to Cars Commerce and the automotive industry” Vetter said.
Gosselin’s appointment as Chief Commercial Officer is effective immediately.
ABOUT CARS COMMERCE
Cars Commerce is an audience-driven technology company empowering automotive that simplifies everything about buying and selling cars. The Cars Commerce platform includes the flagship automotive marketplace and dealer reputation site Cars.com, innovative digital marketing technology and services from Dealer Inspire, industry-leading trade-in and appraisal technology from AccuTrade, an exclusive in-market media network, and powerful and predictive AI technologies that enable more efficient and profitable retail operations. Cars Commerce is the essential partner to stay one step ahead in automotive. Learn more at www.carscommerce.inc.