Sector: Communication
CARGURUS INC CLASS A · Meeting: June 3, 2026
Directors FOR
2
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of Two Class III Directors
Mr. Gupta has served since July 2023 (less than 36 months), CarGurus' 3-year stock return of +116.1% outperforms the company's disclosed peer group median by +159.8 percentage points — well above the 65-percentage-point threshold needed to trigger a concern — he holds no other current public board seats, and he attended 99% of meetings in 2025.
Mr. Steinert is the founder and Executive Chair with tenure since 2006; CarGurus' 3-year stock return of +116.1% outperforms the company's disclosed peer group median by +159.8 percentage points — far exceeding the 65-percentage-point threshold required to trigger a concern — he holds no other current public board seats, and board attendance averaged 99% in 2025.
Both Class III nominees pass all policy screens: no overboarding, strong TSR outperformance versus the disclosed peer group (CARG 3-year return of +116.1% versus peer median of -43.7%, a gap of +159.8pp against a 65pp trigger threshold for strong-positive absolute returns), excellent board attendance, and relevant qualifications. Vote FOR both nominees.
CEO
Jason Trevisan
Total Comp
$7,889,260
Prior Support
85%%
CEO Jason Trevisan received total compensation of approximately $7.9 million in 2025, which is within a reasonable range for a CEO at a $3.6 billion Consumer Cyclical company, and the company reports that 91.4% of his pay was performance-based and at-risk — well above the 50-60% minimum the policy requires. The prior Say on Pay vote received approximately 85% support, which is comfortably above the 70% threshold, so no remediation concern is triggered. The company has a meaningful clawback policy compliant with SEC Rule 10D-1, uses short-term financial metrics (gross profit and adjusted EBITDA) alongside strategic and individual goals with defined thresholds, and equity awards vest over four years tied to continued employment, all of which align executive pay with shareholder outcomes supported by a 3-year stock return of +116.1%.
Auditor
Ernst & Young LLP
Tenure
11 yrs
Audit Fees
$1,876,000
Non-Audit Fees
$123,600
Non-audit fees (tax services of $123,600) represent approximately 6.6% of audit fees ($1,876,000), well below the 50% threshold that would raise independence concerns; Ernst & Young has audited CarGurus since fiscal year 2015 (approximately 11 years), which is comfortably below the 25-year tenure threshold; and Ernst & Young is a Big 4 firm appropriate for a company of CarGurus' $3.6 billion market cap. No policy triggers are met.
CarGurus' 2026 annual meeting ballot contains three standard proposals: election of two Class III directors, ratification of Ernst & Young as auditor, and an advisory Say on Pay vote. All three proposals pass policy screens without triggering any negative flags — the company's stock has dramatically outperformed its disclosed peer group over three years, auditor fees are clean and tenure is well within limits, and executive pay is heavily weighted toward variable compensation with strong prior shareholder support.
19 companies disclosed in 2026 proxy filing
