Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

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Dear Fellow Stockholders:

On behalf of the Board of Directors and the senior management team, we are pleased to invite you to join the 2025 Annual Meeting of Stockholders of Cars.com Inc. d/b/a Cars Commerce, Inc. (“Cars Commerce”), which we will host as a virtual meeting on Wednesday, June 4, 2025, beginning at 9:30 a.m. Central Time. You may join at www.virtualshareholdermeeting.com/CARSCOMMERCE2025.

During the Annual Meeting, you will have the opportunity to vote on matters set forth in the accompanying Proxy Statement, as well as have the opportunity to ask questions. However, because your vote is important and we want to ensure that we record it promptly, we are requesting that you vote as soon as possible regardless of whether you plan to attend the Annual Meeting. For your convenience you may cast your vote for the Annual Meeting online, by telephone or by mail. On the Board of Directors’ behalf, I thank you for your investment and confidence in Cars Commerce.

Sincerely,

Scott E. Forbes

WE ENCOURAGE YOU TO READ THE 2025 PROXY STATEMENT CAREFULLY AND TO VOTE IN ACCORDANCE WITH THE RECOMMENDATIONS OF THE BOARD OF DIRECTORS.

On April 25, 2025, we will begin mailing to our stockholders of record as of April 7, 2025 (other than those who previously requested electronic delivery or a full set of printed proxy materials), a Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access our proxy materials, including this Proxy Statement. To reduce cost and environmental concerns, we have elected to take advantage of Securities and Exchange Commission (“SEC”) rules that allow companies to furnish their proxy materials via the Internet. The Proxy Statement, the proxy or voting instruction card, and our 2024 Annual Report are available at www.proxyvote.com. As more fully described in the Notice, all stockholders may choose to access these materials electronically or may request printed or emailed copies.

It is extremely important that your shares are represented and voted at the Annual Meeting. Whether or not you plan to attend the Annual Meeting, please vote as soon as possible. You are urged to follow the instructions in the proxy card to vote by mail, telephone or via the Internet. Voting now will not limit your right to change your vote or to attend the Annual Meeting. If your shares are held in the name of a broker, bank or other holder of record, follow the voting instructions you received from the holder of record in order to vote your shares.

If you do not vote in advance and instead plan to vote during the Annual Meeting, you may do so by entering the 16-digit control number found on your proxy card, Voting Instruction Form, or Notice, as applicable, at the time you log into the Annual Meeting at www.virtualshareholdermeeting.com/CARSCOMMERCE2025.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 4, 2025.

Our Proxy Statement and 2024 Annual Report are available on our Investor Relations website at https://investor.cars.com and at www.proxyvote.com. You may also request paper copies of these proxy materials free of charge by following the instructions for requesting such materials contained in the Notice.

We encourage you to review the Questions and Answers about the Annual Meeting section for answers to common questions about the Annual Meeting, proxy materials, voting, and other related topics.

By Order of the Board of Directors,

Angelique Strong Marks

This Notice of Annual Meeting and Proxy Statement contains “forward-looking statements” within the meaning of the federal securities laws. All statements other than statements of historical facts are forward-looking statements. These statements often use words such as “believe,” “expect,” “project,” “anticipate,” “outlook,” “intend,” “strategy,” “plan,” “estimate,” “target,” “seek,” “will,” “may,” “would,” “should,” “could,” “forecasts,” “mission,” “strive,” “more,” “goal” or similar expressions. Forward-looking statements are based on our current expectations, beliefs, strategies, estimates, projections and assumptions, experience in the industry as well as our perceptions of historical trends, current conditions, expected future developments, and other factors we think are appropriate. Such forward-looking statements are based on estimates and assumptions that, while considered reasonable by Cars Commerce and its management based on their knowledge and understanding of the business and industry, are inherently uncertain. While Cars Commerce and its management make such statements in good faith and believe such judgments are reasonable, you should understand that these statements are not guarantees of future strategic action, performance or results. Our actual results, performance, achievements, strategic actions or prospects could differ materially from those expressed or implied by these forward-looking statements. Given these uncertainties, you should not rely on forward-looking statements in making investment decisions.

To understand the most important factors that could cause our actual results to differ from our forward-looking statements, it is important to review our description of risk factors included in Part I, Item 1A, Risk Factors of our 2024 Annual Report on Form 10-K, in conjunction with the forward-looking statements in this Proxy Statement. Forward-looking statements speak only as of the date they are made, and we do not undertake any obligation, other than as may be required by law, to update or revise any forward-looking statement. The forward-looking statements in the Notice of Annual Meeting and Proxy Statement are intended to be subject to the safe harbor protection provided by the federal securities laws.

Website references throughout this document are provided for convenience only. The content on the referenced websites is not incorporated into this document.

Cars Commerce designed its corporate governance to promote the long-term interests of our stockholders, strengthen the Board of Directors (the “Board”) and management accountability, provide strategic oversight and risk assessment, and engender public trust.

Cars Commerce has a separate Chairperson of the Board and Chief Executive Officer (“CEO”). Our Board believes that this leadership structure allows our CEO to focus on our strategy and day-to-day business, while allowing our Chairperson to lead our Board by providing advice to and independent oversight of management. The Board may consider alternative structures, as appropriate, over time. The Board believes that Cars Commerce and our stockholders are best served by the Board retaining discretion to determine the appropriate leadership structure.

The Chairperson’s responsibilities include:

The Board requires that a majority of its members are independent as defined by the New York Stock Exchange (“NYSE”) listing standards. Each year the members of the Board complete a Director and Officer Questionnaire that the ESG Committee reviews to determine evaluate director independence, if a director has a change in circumstances, such as a change in employment status, that could potentially impact the director’s independence or effectiveness, or if there is a circumstance that might impact the independence or effectiveness of one or more directors (such as an acquisition). Based on this review, the ESG Committee submits its recommendations regarding director independence to the Board, which then makes a determination with respect to each director.

The Board has determined that, except for Alex Vetter, our CEO, all directors, which include the Board Chair and all current members of the Audit Committee, Compensation Committee, and ESG Committee are independent as defined by the NYSE listing standards. Alex is not independent because of his employment as the CEO of Cars Commerce.

The ESG Committee reassesses the suitability of the Board’s size at least annually. The Board currently has 11 members, with 10 independent non-employee directors and the CEO. If the ESG Committee recommends to the Board to modify the Board’s size, then the Board has authority pursuant to the Bylaws to implement such a change.

We routinely assess the composition of our Board members to ensure that the Board members have the right combination of attributes, experiences, qualifications, and skills to create synergies and maximize the Board’s effectiveness. We believe Cars Commerce, our employees, and our stockholders benefit from both the continuity of longer-tenured directors and the fresh perspectives of newer directors. Cars Commerce does not currently have a specific term limit or a set retirement age for directors. Cars Commerce’s policy regarding director tenure and retirement is determined on a case-by-case basis depending upon various factors, including the age and experience of the director and history of service on the Board. Seven of our directors have served on the Board since 2017, three since 2018, and the most recent member joined in 2021. Accordingly, the average tenure of our directors is 7.3 years as of the date of the Annual Meeting.

During 2024, our Board held five meetings, the Audit Committee held eight meetings, the Compensation Committee held six meetings and the ESG Committee held three meetings. While we do not have a formal attendance policy, each of our directors is expected to make every effort to attend all meetings of the board of directors, meetings of the committees of which they are members, and the Annual Meeting of Stockholders. Each director attended more than 75% of the total meetings of the Board and committees on which the director served. All directors attended the 2024 Annual Meeting of Stockholders.

The Chair leads executive sessions of independent directors, without management, in connection with regularly scheduled Board meetings and as necessary. Similarly, committee chairs also lead executive sessions of independent committee members, without management, at the end of committee meetings and as necessary.

We believe that our directors have the necessary time to fulfill their duties to our stockholders and that none of our directors are overboarded. While our directors bring a wealth of business and strategic experience from other business affiliations to our Board, each director must ensure that other existing and future commitments, including employment responsibilities and service on other public company boards, does not materially interfere or conflict with service as a director on our Board. The ESG Committee regularly reviews directors’ outside commitments and service on other public company boards to determine whether a director’s service creates any actual or potential material conflict of interest that impairs the director’s ability to effectively serve on our Board. None of our directors either serve as a public company executive officer while serving on more than two external public company boards or serve on more than four public company boards.

The Board is responsible for Cars Commerce’s strategic direction and directing management’s implementation and execution of the strategy. While the Board oversees our strategic planning process, management is responsible for day-to-day operations and executing our strategy. During Board meetings and as circumstances require, the Board reviews and provides strategic feedback to the executive team’s detailed business and strategy updates. The Board engages with our executive officers regarding various strategic topics, including business operating strategy and initiatives, capital allocation, the competitive landscape, industry and economic trends, talent and culture, environmental, social, and governance (ESG) matters, and regulatory developments. Additionally, on an annual basis, the Board reviews and approves Cars Commerce’s annual financial plan and budget.

Our business faces various risks, including strategic, financial, legal, cybersecurity and information security, operational, and accounting risks. Identifying, managing and mitigating our exposure to these risks and effectively overseeing the risk management process is critical to our operational decision-making and annual planning processes. While management is responsible for the day-to-day management and mitigation of risk, our Board, acting directly and through its committees, is responsible for risk management oversight. As part of our overall risk oversight framework, our committees also oversee certain categories of risk associated with their respective areas of responsibility. Each committee regularly reports to the Board on its risk oversight activities and invites all members of the Board to committee meetings to discuss risks that the chair of that committee believes will benefit non-committee member directors.

Our committees are charged with specific areas of risk oversight, summarized below.

To learn more about risks facing Cars Commerce, you can review the risks described in Item 1A. Risk Factors in the 2024 Annual Report on Form 10-K. The risks described in the Form 10-K are not the only risks Cars Commerce faces. Additional risks and uncertainties also may materially adversely affect our business, financial condition or results of operations in future periods.

At Cars Commerce, cybersecurity and information security risk management is of critical importance. Each employee at Cars Commerce has responsibility for the integrity of our information security and for adhering to our governance policies. The Audit Committee, on the Board’s behalf, provides strategic oversight for cybersecurity and information security risks, management and mitigation. The Information Security Team, which reports to the Product and Technology Team, provides the Audit Committee with regular updates at least quarterly regarding the effectiveness of Cars Commerce’s overall cybersecurity program and other cybersecurity related matters, which may include, Cars Commerce’s inherent cybersecurity risks, updates on recent cybersecurity threats and incidents, policies and practices, industry trends, regulatory developments, threat environment and vulnerability assessments, and specific and ongoing efforts to prevent, detect, and respond to internal and external cybersecurity threats. The Audit Committee Chair informs the Board of the outcome of these meetings through updates presented to the Board at regularly scheduled Board meetings and may on occasion invite members of the full Board for a comprehensive overview.

Our Chief Technology Officer and Senior Vice President of Information Security are responsible for managing Cars Commerce’s Information Security function. Our Information Security Team consists of highly skilled professionals with relevant information and cybersecurity education, certifications, and experience. The Information Security Team coordinates with the Cars Commerce Information Security Governance Committee, which includes senior business leaders who support Cars Commerce’s Information Security Management System based on their area of expertise. Cars Commerce’s Information Security Team, with the support of the Information Security Governance Committee, is responsible for assessing and managing material risks from cybersecurity threats and providing management direction and support for information security. Working together the teams initiate and control the implementation and operation of information security within Cars Commerce. For additional information relating to our Cybersecurity Risk Oversight, please see Item 1.C. Cybersecurity in our Annual Report on Form 10-K for the year ended December 31, 2024.

The ESG Committee is responsible for reviewing and advising the Board and its committees on environmental, social and governance matters and assisting the Board with its oversight of Cars Commerce’s programs and practices related to such matters. Our Chief Legal Officer and Chief Communications Officer regularly meet with the Board and the ESG Committee to provide updates on legal and regulatory developments, proxy advisory firm recommendations, corporate giving and programming initiatives, and corporate governance practices to ensure that Cars Commerce remains compliant and responsive to evolving regulatory requirements and stockholder expectations.

Our Board has three standing committees: the Audit Committee, the Compensation Committee, and the ESG Committee. Each Committee Chair meets regularly with management during the year to discuss committee business, develop agendas, and facilitate efficient meetings. Each Committee operates under a written charter, a current copy of which is available on our Investor Relations website at https://investor.cars.com.

Cars Commerce published its Corporate Social Responsibility and Community Action Report in conjunction with this Proxy Statement, which provides a summary of our approach to corporate social responsibility. A copy of the Corporate Social Responsibility and Community Action Report is available on our website at https://investor.cars.com/csr. Information on our website, including the Corporate Social Responsibility and Community Action Report, is not incorporated by reference in or otherwise considered a part of this Proxy Statement.

Cars Commerce believes building a workforce that is reflective of the world in which we live, and as important its total addressable market, strengthens our business performance, improves our ability to recruit high performers and market disrupters, and provides us with the insight to relate and respond to the market. For details regarding our workforce demographics visit our Corporate Social Responsibility and Community Action Report available on our website at https://investor.cars.com/csr.

Cars Commerce is committed to strong corporate governance because we believe that it is essential to creating long-term stockholder value. Aligned with that belief, Cars Commerce, with the oversight of the Board, has developed a strong governance program composed of corporate governance policies that our Board has approved and adopted through resolutions and a robust compliance training program. No less than annually, the Board working with our executive team reviews the corporate governance policies and revises them as appropriate to ensure that the policies continue to reflect our corporate governance objectives and best practices. Cars Commerce’s governance policies include our Code of Conduct, Corporate Governance Guidelines and Insider Trading Policy.

The Board has adopted Corporate Governance Guidelines to serve as a framework to aid the Board in effectively conducting its business. The Corporate Governance Guidelines cover many of the policies and practices discussed in this Proxy Statement. The ESG Committee reviews the Corporate Governance Guidelines annually and recommends changes to the Board for consideration and approval as necessary or appropriate in response to changing regulatory requirements, evolving best practices and other considerations.

The Cars Commerce Code of Conduct embodies our expectations on several topics including conflicts of interest, fair dealing, compliance with laws, rules, and regulations, including but not limited to applicable antitrust, anti-bribery and anti-corruption laws, protection of company assets, and protection of confidential information. Our credibility and reputation depend upon the sound judgment, ethical behavior and personal integrity of each director, executive officer and employee. Unethical or illegal business conduct destroys trust, exposes us to legal liability and significant financial loss, and damages the very reputation for excellence we have worked hard to build. Cars Commerce requires employees to not only adhere to the Code of Conduct but to also report any conduct that they believe in good faith to be an actual or apparent violation of our Code of Conduct, our policies or laws or regulations.

Cars Commerce has adopted an Insider Trading Policy that governs the purchase, sale, and/or other dispositions of our securities by directors, officers, employees and Cars Commerce itself. The Insider Trading Policy prohibits directors, executive officers, employees and Cars Commerce itself from trading in Cars Commerce securities while in possession of

material, non-public information about Cars Commerce, and from trading any Cars Commerce derivatives (e.g., put or call options), engaging in short sales or otherwise engaging in hedging activities, and pledging of Cars Commerce securities. Cars Commerce ensures that its Board and its employees are aware of this policy and provides notification to the Board and employees regarding the open and closed window for them to trade in Cars Commerce securities. We believe that our Insider Trading Policy and procedures are reasonably designed to promote compliance with insider trading laws, rules and regulations, and applicable listing requirements.

To foster a strong culture of compliance and ethics, we require all Cars Commerce employees upon joining Cars Commerce and annually thereafter to complete compliance training in accordance with governing law and aligned with our governance policies. The training courses, which require the employees to pass an assessment to ensure their understanding and to review and acknowledge our governance documents, provide training on our Code of Conduct, including employment laws, insider trading, anti-harassment, employment discrimination and our cybersecurity protocol. Additionally, Cars Commerce requires key employees to complete quarterly assessments/certifications to ensure that there have not been any violations of the Code of Conduct, which includes anti-corruption and business ethics, laws or regulations, suspected fraud or improper activity that has not been reported. This policy and procedures are set forth in the Cars.com Inc. Insider Trading Policy, which is filed as Exhibit 19.1 to the Annual Report. We comply with insider trading laws, rules and regulations and any applicable listing standards in any transactions involving our own securities.

Cars Commerce publishes its corporate governance documents for the public to view. You may visit our website at https://investor.cars.com to learn more about our corporate governance practices and to access our Bylaws, Certificate of Incorporation, Committee Charters and director and management biographies as well as the following policies:

The Board, acting upon the recommendation of the ESG Committee, has nominated the following 11 directors for re-election to the Board.

Stockholders elect our directors annually and the directors must receive a majority of the votes cast by stockholders. Stockholders elected each of the director nominees at the 2024 Annual Meeting. If elected, each director-nominee will hold office until the 2026 Annual Meeting and until his or her successor is elected and qualified. If any nominee should become unavailable for election, our Board may designate a substitute nominee, in which the Cars Commerce designated proxy will vote the shares represented by proxies at the Annual Meeting for such substitute nominee unless the stockholder has indicated an instruction to the contrary on the proxy card. We have no reason to believe that any of the director nominees will be unable or unwilling to serve if elected.

The Board believes that the combination of the qualifications and experiences of the director nominees will contribute to an effective and well-functioning board and that the director nominees possess the relevant skills and capacity to provide effective oversight of the business and counsel to management to advance our long-term strategy and oversee the interests of our stockholders.

We provide further information on the Board’s composition, as well as each nominee’s qualifications and relevant experience on the following pages.

The Board, upon recommendation of the ESG Committee, unanimously recommends that stockholders vote FOR the election of each of the nominees for director.

Our Board believes that an appropriate balance of skills, attributes and experience is important for an effective board of directors. The ESG Committee is responsible for the governance of establishing director qualification criteria and identifying the key competencies, skills and desired areas of expertise for the Board. The ESG Committee does not have a formal process for identifying or evaluating nominees, but it informally solicits and considers recommendations from a variety of sources, including other directors, members of the community, stockholders, and professionals in the automotive industry and other industries. Similarly, the ESG Committee does not prescribe any specific or minimum qualifications or skills that a

nominee must possess, although it evaluates potential director nominees utilizing a number of criteria and considerations. When evaluating potential directors for nomination to the Board, the ESG Committee considers, among other factors, the candidate’s: (i) demonstrated ability, as evidenced by significant accomplishment in the candidate’s field, to contribute meaningfully to the Board’s oversight of Cars Commerce’s business and affairs; (ii) reputation for honesty and ethical conduct in the candidate’s personal and professional activities; (iii) specific experience and skills, industry background and knowledge relevant to Cars Commerce’s strategic needs; and (iv) breadth of experience and perspectives.

The ESG Committee believes that a board composed of varied backgrounds and experiences will enhance the quality of the Board’s discussions and decision-making process and expand the Board’s understanding of the needs and viewpoints of our customers, partners, employees and other stakeholders. The ESG Committee regularly reviews and evaluates the Board’s composition to determine whether the Board requires skills or experience not currently represented on the Board. If, as part of its ongoing review and evaluation, the ESG Committee or the Board determines that it requires any additional directors, Cars Commerce’s Amended and Restated Bylaws (the “Bylaws”) permit the Board to expand the size of the Board and appoint persons to fill any resulting vacancies without the need for stockholder action. Stockholders can make recommendations to the ESG Committee for consideration as candidates for Board election at the Annual Meeting. Stockholder nominees will be evaluated using the same criteria for director selection as management nominees. We have outlined the deadlines and requirements for stockholder nominations of Board candidates for consideration at the Annual Meeting in the Questions and Answers about the Annual Meeting section.

Our Bylaws provide that, in an uncontested election of directors, each director must receive the majority of the votes cast with respect to that director. If a director does not receive a majority vote, he or she must submit a letter of resignation to the Board. The ESG Committee will make a recommendation to the Board as to how the Board should respond to the letter of resignation. The Board will act on the resignation taking into account the recommendation of the ESG Committee, which would include consideration of the vote and any relevant input from stockholders. The Board will publicly disclose its decision and its rationale within 90 days of the certification of the election results. The director who tenders his or her resignation will not participate in the Board or ESG Committee or Board’s decision regarding the resignation.

Our Board recognizes the value of directors with varied opinions, perspectives, personal and professional experiences, and backgrounds. We believe the judgment and perspectives offered by a board of directors reflective of the world and our total addressable market improves the quality of decision-making and enhances Cars Commerce’s business performance. Cars Commerce is committed to having a Board and a workforce that reflects the world in which it operates, its stockholders, customers and consumers. Currently, our Board is composed of 73% men (8) and 27% women (3). Our Board is also 73% White (8), 18% African American (2), and 9% Asian (1). 55% of our Board is under the age of 60 (6), 36% (4) is between the ages of 60 and 70, and 9% (1) is over 70 years old.

The Board’s combination of backgrounds, skills, and experiences makes the Board well-equipped to exercise oversight responsibilities on our stockholders’ behalf. The following tables highlight the key skills, qualifications, experiences, and attributes that each director nominee brings to our Board. The skills matrix is a summary, and it is not a complete description of all the key skills, qualifications, attributes, and experience of each director. Director nominees developed competencies in these skills through education, direct experience, and oversight responsibilities.

The Board recognizes that a robust and constructive evaluation process is an essential part of good corporate governance and board effectiveness. As such, the Board conducts an annual evaluation intended to determine whether the Board, each of its committees, and individual directors are functioning effectively and to provide the Board with an opportunity to reflect upon and improve processes and effectiveness. The ESG Committee guides our annual evaluation to elicit the views of all directors about Board effectiveness, areas of improvement, collaboration with management, current business strategy and whether steps should be taken to improve the performance of the Board and its committees. The Board Chair generally conducts the evaluations and then reports to the full Board, which then considers the results and ways to enhance the Board’s processes and effectiveness.

Cars Commerce’s philosophy regarding director compensation is to align the interests of non-executive directors with the interests of our stockholders and to provide market competitive compensation commensurate with the work required to serve on the Board. Under the Cars Commerce Non-Executive Director Compensation Program, each of our non-executive directors receives:

Non-executive directors may receive compensation for providing additional support and services, based on the recommendation of the Compensation Committee and the approval of the Board. Non-executive directors also have the option to defer receipt of their equity awards after their vesting date.

Our non-executive directors are subject to minimum share ownership and stock retention requirements. Under our Stock Ownership and Retention Policy, non-executive directors are expected to hold shares of our common stock with a value of three times the annual cash retainer (currently $225,000). Our non-executive directors are expected to hold at least 50% of the shares received from Cars Commerce as compensation until the stock ownership requirements are met. As of the date of this Proxy Statement, all current non-executive directors are in compliance with these guidelines.

The following table shows the compensation earned, paid or awarded to our non-executive directors for their service on the Board during the fiscal year ending on December 31, 2024. Alex Vetter, our CEO, did not receive additional compensation for his service on the Board. Information on compensation paid to Alex in his role as CEO during the fiscal year ending December 31, 2024, is described in the Compensation Discussion and Analysis section and the Summary Compensation Tables of this Proxy Statement.

This Compensation Discussion and Analysis (“CD&A”) provides an overview of our executive compensation program and the compensation decisions for our Executive Officers, who also constitute our Named Executive Officers (“NEOs”), for the fiscal year ended December 31, 2024. Our NEOs for 2024 were:

Information on Alex Vetter, who is also a member of our Board, can be found above in the “2025 Director Nominees” section.

At the beginning of fiscal 2024, management proposed, and the Board approved our financial plan. The Compensation Committee then approved the fiscal 2024 short-term incentive plan based upon the 2024 financial plan and set long-term incentive targets based on our three-year outlook. Our fiscal 2024 financial results, which is the criteria Cars Commerce uses to measure performance relative to our 2024 short-term incentive plan were as follows:

Revenue for the year totaled $719.2 million, an increase of $30.0 million, or up 4%, compared to the prior year period. 2024 Net income totaled $48.2 million, or $0.72 per diluted share, compared to Net income of $118.4 million, or $1.74 per diluted share in the prior year. Adjusted EBITDA for the year totaled $209.7 million, or 29.2% of revenue, compared to $194.9 million, or 28.3% of revenue, in the prior year period.

Our executive compensation program is designed to align the interests of our NEOs with those of our stockholders. We believe that executive compensation should reflect our performance as a company, and our NEO’s performance as individuals. Accordingly, our executive compensation program is designed so that a substantial portion of our NEO’s target annual compensation is both variable in nature and “at-risk.” This means that our NEO’s annual compensation may vary from year to year based on our financial and operational results. As further described below, our executive compensation program consists of three primary components (1) fixed base salary; (2) variable annual cash incentive compensation linked to performance targets and (3) equity-based compensation consisting of a combination of restricted stock units (“RSUs”) and performance share units (“PSUs”). Each of these components was designed to attract and retain highly talented and experienced executives who are key to our success, while also incentivizing such individuals to achieve our short-term and long-term goals and objectives. We believe that our compensation program reflects a pay-for-performance philosophy, where our NEOs are rewarded for their contributions to Cars Commerce’s success.

Our executive compensation philosophy is based on the following principles:

We believe that our executive compensation program reflects corporate governance policies and compensation practices that are transparent and consistent with best practices. Below are highlights of our current practices and policies that guide our executive compensation program:

Cars Commerce actively engages with stockholders on a broad range of topics that from time to time also includes topics related to compensation and our compensation philosophy. Our senior management team, including our CEO, CFO and the Vice President of Investor Relations, and from time to time, the Chair of our Board and Compensation Committee, engage in meaningful dialogue with our stockholders through in-person and teleconference meetings, earnings calls and other channels of communication. During these discussions Cars Commerce discusses and receives input, provides additional information, and addresses questions about matters including but not limited to our business strategy, financial performance, capital allocation, executive compensation programs, corporate governance and general policies.

Each year our stockholders can cast an advisory vote to approve our NEO compensation. At our 2024 Annual Meeting of Stockholders, approximately 98% of our stockholders who cast votes approved our NEO compensation, which we believe shows that our compensation practices are properly aligned with the stockholder's interests and that high stockholder support indicates approval of our compensation philosophy and practices. Accordingly, we did not make any specific changes as a direct result of the 2024 say on pay result. The table below shows our say on pay results from 2024, 2023 and 2022.

As described below, the key elements of our compensation package for NEOs are base salary, short-term (annual) cash incentive plan (“STIP”) awards, equity-based awards, and our benefits programs.

During fiscal 2024, the Compensation Committee, with the assistance of the Committee's compensation consultant, reviewed our executive compensation, including base salaries, short-term incentives and equity-based awards to confirm the continued alignment of our compensation program with stockholder interests and appropriate rewards and incentives for our NEOs.