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Pay vs Performance Disclosure - USD ($)

1 Months Ended

12 Months Ended

Jan. 21, 2021

Dec. 31, 2025

Dec. 31, 2024

Dec. 31, 2023

Dec. 31, 2022

Dec. 31, 2021

Pay vs Performance Disclosure

Pay vs Performance Disclosure, Table

Pay versus Performance

The following information is presented to disclose the relationship between compensation actually paid (CAP), as calculated under Item 402(v) of Regulation S-K, and the financial performance of the Company. As required by Item 402(v) of Regulation S-K, the table presented below discloses CAP for (i) the Company’s principal executive officer (PEO) and (ii) the Company’s named executive officers other than the PEO (the Non-PEO NEOs), on an average basis, for each of our 2025, 2024, 2023, 2022, and 2021 fiscal years.

The methodology for calculating amounts presented in the columns “CAP to Former PEO”, “CAP to Current PEO,” and “Average CAP to Non-PEO NEOs,” including details regarding the amounts that were deducted from, and added to, the Summary Compensation Table (SCT) totals to arrive at the values presented for CAP, are provided in the footnotes to the table. A narrative discussion of the relationship between CAP and the Company performance measures (i) listed in the table and (ii) that the Company has deemed most important in linking CAP during 2025 to Company performance is also presented below.

Consistent with Item 402(v) of Regulation S-K, the Company has identified Gross Profit as its “Company-Selected Measure.” The Company believes that this measure represents the most important financial performance measure used to link CAP to Company performance. Gross profit is a key component of the Company’s executive compensation program, as described in the “Compensation Discussion and Analysis” section of this proxy statement. As described elsewhere in this proxy statement, on August 6, 2025, the Board approved the wind-down of CarOffer, which was completed as of December 31, 2025, and CarOffer’s results in our Annual Report are reported as discontinued operations for the periods presented. In the Pay versus Performance disclosure below, Gross Profit reported for fiscal year 2025 relates to the Company’s continuing operations and does not include the results of discontinued operations, and Gross Profit for each of fiscal year 2024 and 2023 is restated to reported results relating to the Company’s continuing operations and does not include the results of discontinued operations. Please see our Annual Report for additional information.

Compensation decisions at the Company are made independently of the Pay versus Performance disclosure requirements and this disclosure is intended to be supplemental to the compensation program objectives and strategy discussed in the “Compensation Discussion and Analysis” section of this proxy statement, not a replacement for it.

2025 Pay versus Performance Table

In accordance with Item 402(v) of Regulation S-K, the following table sets forth information concerning SCT total compensation and CAP for the Company’s PEO and Non-PEO NEOs for each of our 2025, 2024, 2023, 2022, and 2021 fiscal years and the corresponding financial performance of the Company in each such year.


							Value of Initial Fixed $100 Investment Based on:
Year	SCT Total for Former PEO(1)	SCT Total for Current PEO(1)	CAP(2) to Former PEO(1)(3)	CAP(2) to Current PEO(1)(3)	Average SCT Total for Non-PEO NEOs(1)	Average CAP(2) to Non-PEO NEOs(1)(4)	Total Shareholder Return	2025 Peer Group Total Shareholder Return(5)	Net Income (in thousands)	Gross Profit (in thousands)(6)
(a)	(b)	(b)	(c)	(c)	(d)	(e)	(f)	(g)	(h)	(i)
2025	—	$7,889,260	—	$9,221,840	$2,561,949	$2,394,959	$120.86	$51.34	$155,903	$841,513
2024	—	$7,799,583	—	$11,938,740	$2,800,587	$4,471,036	$115.16	$57.00	$20,972	$727,697
2023	—	$3,753,213	—	$6,878,427	$2,628,399	$3,685,780	$76.14	$52.33	$22,053	$636,611
2022	—	$1,547,116	—	$(5,908,845)	$2,550,688	$236,663	$44.15	$42.93	$78,954	$657,553
2021	$2,511,728	$19,211,250	$2,146,098	$16,797,283	$5,174,391	$3,598,174	$106.02	$87.41	$110,373	$657,358

(1)

As a result of a PEO transition that occurred in 2021, two PEOs are reported in the above table. On January 21, 2021, Mr. Steinert ceased to serve as PEO and Mr. Trevisan was appointed PEO (listed as Current PEO). The Company’s Non-PEO NEOs for the applicable years are as follows:

2025: Elisa Palazzo, Langley Steinert, Matthew Quinn, and Samuel Zales

2024: Elisa Palazzo, Ismail Elshareef, Matthew Quinn, and Samuel Zales

2023: Elisa Palazzo, Langley Steinert, Zachary Hallowell, and Matthew Quinn

2022: Langley Steinert, Scot Fredo, Matthew Quinn, and Andrea Eldridge

2021: Samuel Zales, Andrea Eldridge, Scot Fredo, Dafna Sarnoff, and Sarah Welch

(2)

CAP to our named executive officers in each of 2025, 2024, 2023, 2022, and 2021 reflects the respective amounts set forth in columns (c) and (e), as applicable, of the table above, adjusted as set forth in footnotes (3) and (4) below, as applicable, as determined in accordance with SEC rules. The dollar amounts reflected in columns (c) and (e) of the table above do not reflect the actual amount of compensation earned by or paid to our named executive officers during the applicable year.

(3)

The following table sets forth the adjustments made to SCT total compensation pursuant to Item 402(v) of Regulation S-K to determine CAP for the Current PEO and Former PEO in 2025, 2024, 2023, 2022, and 2021:


PEO SCT Total to CAP Adjustments	2025	2024	2023	2022	2021 Current PEO	2021 Former PEO
Total Reported in SCT	$7,889,260	$7,799,583	$3,753,213	$1,547,116	$19,211,250	$2,511,728
(Minus): Grant Date Fair Value of Stock Awards and Option Awards Reported in SCT	$(6,499,975)	$(6,399,989)	$(2,564,246)	$(545,278)	$(18,012,558)	$(2,501,728)
Plus: Year-End Fair Value of Equity Awards Granted During Covered Year That Remained Unvested as of Last Day of Covered Year	$6,506,116	$8,797,224	$2,315,808	$0	$13,651,861	$1,896,098
Plus/(Minus): Change in Fair Value from Last Day of Prior Year to Last Day of Covered Year of Unvested Equity Awards	$249,011	$617,863	$1,628,283	$(7,994,953)	$191,487	$116,789
Plus: Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year	$1,311,917	$889,998	$1,127,794	$0	$1,891,757	$262,730
Plus/(Minus): Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Covered Year	$(234,489)	$234,061	$617,575	$1,084,270	$(136,514)	$(139,519)
(Minus): Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Covered Year	$0	$0	$0	$0	$0	$0
Total Adjustments	$1,332,580	$4,139,157	$3,125,214	$(7,455,961)	$(2,413,967)	$(365,630)
CAP	$9,221,840	$11,938,740	$6,878,427	$(5,908,845)	$16,797,283	$2,146,098

(4)

The following table sets forth the adjustments made to SCT total compensation pursuant to Item 402(v) of Regulation S-K to determine average CAP for the Non-PEO NEOs in 2025, 2024, 2023, 2022, and 2021:


Non-PEO NEOs Average SCT to CAP Adjustments	2025	2024	2023	2022	2021
Total Reported in SCT	$2,561,949	$2,800,587	$2,628,399	$2,550,688	$5,174,391
(Minus): Grant Date Fair Value of Stock Awards and Option Awards Reported in SCT	$(2,024,991)	$(1,934,989)	$(2,324,989)	$(2,181,475)	$(4,225,087)
Plus: Year-End Fair Value of Equity Awards Granted During Covered Year That Remained Unvested as of Last Day of Covered Year	$2,026,913	$2,684,649	$2,796,285	$537,561	$3,027,728
Plus/(Minus): Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards	$124,752	$544,383	$249,270	$(960,465)	$53,440
Plus: Vesting-Date Fair Value of Equity Awards Granted During Covered Year that Vested During Covered Year	$408,707	$243,008	$263,883	$231,449	$342,600
Plus/(Minus): Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Covered Year	$(127,250)	$133,399	$72,932	$58,906	$(57,775)
(Minus): Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Covered Year	$(575,121)	$0	$0	$0	$(717,123)
Total Adjustments	$(166,990)	$1,670,450	$1,057,381	$(2,314,024)	$(1,576,217)
CAP	$2,394,959	$4,471,036	$3,685,780	$236,663	$3,598,174

(5)

Total Shareholder Return is determined based on the value of an initial fixed investment of $100 in our Class A common stock on December 31, 2020, assuming the reinvestment of any dividends. The peer group Total Shareholder Return represents the Total Shareholder Return of our Compensation Discussion and Analysis peer group companies, weighted by market capitalization at each fiscal year end. The year-over-year changes in the composition of the peer group are the result of the application of pre-established objective criteria in determining its composition for purposes of using it as a reference in evaluating our executive compensation program. Our Compensation Discussion and Analysis peer group companies for 2021 – 2025 were as follows:

2025 Compensation Discussion and Analysis peer group companies: ACI Worldwide, Inc., ACV Auctions Inc., Alarm.com Holdings, Inc., Angi Inc., Bumble Inc., Cars.com Inc., Commvault Systems, Inc., Envestnet, Inc., Flywire Corporation, GoodRx Holdings, Inc., NetScout Systems, Inc., OPENLANE, Inc., Pegasystems Inc., Rapid7, Inc., Shutterstock, Inc., Squarespace, Inc., TripAdvisor, Inc., Upwork, Inc., Yelp Inc.

2024 Compensation Discussion and Analysis peer group companies: ACI Worldwide, Inc., ACV Auctions Inc., Alarm.com Holdings, Inc., Angi Inc., Bumble Inc., Cars.com Inc., Commvault Systems, Inc., Envestnet, Inc., Everbridge, Inc., Flywire Corp., NetScout Systems, Inc., OPENLANE, Inc., Pegasystems Inc., Rapid7, Inc., Redfin Corporation, Shutterstock, Inc., TripAdvisor, Inc., Upwork, Inc., Yelp Inc., ZipRecruiter, Inc.

2023 Compensation Discussion and Analysis peer group companies: ACI Worldwide, Inc., ACV Auctions Inc., Alarm.com Holdings, Inc., Angi Inc., Cars.com Inc., Commvault Systems, Inc., Envestnet, Inc., Everbridge, Inc., Flywire Corp., NetScout Systems, Inc., New Relic, Inc., Pegasystems Inc., Qualys, Inc., Rapid7, Inc., Redfin Corporation, Shutterstock, Inc., TripAdvisor, Inc., Upwork, Inc., Yelp Inc.

2022 Compensation Discussion and Analysis peer group companies: Alarm.com Holdings, Inc., Bottomline Technologies Inc., Cars.com Inc., Cerence Inc., Everbridge, Inc., EverQuote, Inc. HubSpot, Inc.,

LendingTree, Inc., New Relic, Inc., Pegasystems Inc., Qualys, Inc. Rapid7, Inc., Redfin Corporation, Shutterstock, Inc., TripAdvisor, Inc., Wayfair Inc, Yelp Inc., Yext, Inc.

2021 Compensation Discussion and Analysis peer group companies: Alarm.com Holdings, Inc., Bottomline Technologies Inc., Cars.com Inc., Etsy Inc., Everbridge, Inc., EverQuote, Inc. HubSpot, Inc., LendingTree, Inc., New Relic, Inc., Paylocity Holding Corporation, Pegasystems Inc., Qualys, Inc. Rapid7, Inc., Redfin Corporation, TripAdvisor, Inc., TrueCar, Inc. Wayfair Inc, Yelp Inc., Yext, Inc.

(6)

Gross Profit is the financial performance measure, which, in the Company’s assessment, represents for 2025 the most important performance measure used to link compensation actually paid to our PEOs and Non-PEO NEOs to the Company’s performance.

Company Selected Measure Name

Gross Profit

Peer Group Issuers, Footnote

(5)

2022 Compensation Discussion and Analysis peer group companies: Alarm.com Holdings, Inc., Bottomline Technologies Inc., Cars.com Inc., Cerence Inc., Everbridge, Inc., EverQuote, Inc. HubSpot, Inc.,

LendingTree, Inc., New Relic, Inc., Pegasystems Inc., Qualys, Inc. Rapid7, Inc., Redfin Corporation, Shutterstock, Inc., TripAdvisor, Inc., Wayfair Inc, Yelp Inc., Yext, Inc.

PEO Total Compensation Amount

$ 7,889,260

$ 7,799,583

$ 3,753,213

$ 1,547,116

PEO Actually Paid Compensation Amount

$ 9,221,840

11,938,740

6,878,427

(5,908,845)

Adjustment To PEO Compensation, Footnote

(3)


PEO SCT Total to CAP Adjustments	2025	2024	2023	2022	2021 Current PEO	2021 Former PEO
Total Reported in SCT	$7,889,260	$7,799,583	$3,753,213	$1,547,116	$19,211,250	$2,511,728
(Minus): Grant Date Fair Value of Stock Awards and Option Awards Reported in SCT	$(6,499,975)	$(6,399,989)	$(2,564,246)	$(545,278)	$(18,012,558)	$(2,501,728)
Plus: Year-End Fair Value of Equity Awards Granted During Covered Year That Remained Unvested as of Last Day of Covered Year	$6,506,116	$8,797,224	$2,315,808	$0	$13,651,861	$1,896,098
Plus/(Minus): Change in Fair Value from Last Day of Prior Year to Last Day of Covered Year of Unvested Equity Awards	$249,011	$617,863	$1,628,283	$(7,994,953)	$191,487	$116,789
Plus: Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year	$1,311,917	$889,998	$1,127,794	$0	$1,891,757	$262,730
Plus/(Minus): Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Covered Year	$(234,489)	$234,061	$617,575	$1,084,270	$(136,514)	$(139,519)
(Minus): Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Covered Year	$0	$0	$0	$0	$0	$0
Total Adjustments	$1,332,580	$4,139,157	$3,125,214	$(7,455,961)	$(2,413,967)	$(365,630)
CAP	$9,221,840	$11,938,740	$6,878,427	$(5,908,845)	$16,797,283	$2,146,098

Non-PEO NEO Average Total Compensation Amount

$ 2,561,949

2,800,587

2,628,399

2,550,688

$ 5,174,391

Non-PEO NEO Average Compensation Actually Paid Amount

$ 2,394,959

4,471,036

3,685,780

236,663

3,598,174

Adjustment to Non-PEO NEO Compensation Footnote

(4)


Non-PEO NEOs Average SCT to CAP Adjustments	2025	2024	2023	2022	2021
Total Reported in SCT	$2,561,949	$2,800,587	$2,628,399	$2,550,688	$5,174,391
(Minus): Grant Date Fair Value of Stock Awards and Option Awards Reported in SCT	$(2,024,991)	$(1,934,989)	$(2,324,989)	$(2,181,475)	$(4,225,087)
Plus: Year-End Fair Value of Equity Awards Granted During Covered Year That Remained Unvested as of Last Day of Covered Year	$2,026,913	$2,684,649	$2,796,285	$537,561	$3,027,728
Plus/(Minus): Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards	$124,752	$544,383	$249,270	$(960,465)	$53,440
Plus: Vesting-Date Fair Value of Equity Awards Granted During Covered Year that Vested During Covered Year	$408,707	$243,008	$263,883	$231,449	$342,600
Plus/(Minus): Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Covered Year	$(127,250)	$133,399	$72,932	$58,906	$(57,775)
(Minus): Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Covered Year	$(575,121)	$0	$0	$0	$(717,123)
Total Adjustments	$(166,990)	$1,670,450	$1,057,381	$(2,314,024)	$(1,576,217)
CAP	$2,394,959	$4,471,036	$3,685,780	$236,663	$3,598,174

Compensation Actually Paid vs. Total Shareholder Return

The following chart sets forth the relationship between CAP to our Current PEO, CAP to our Former PEO, the average of CAP to our Non-PEO NEOs, and the Company’s cumulative Total Shareholder Return over the five most recently completed fiscal years.

Compensation Actually Paid vs. Net Income

The following chart sets forth the relationship between CAP to our Current PEO, CAP to our Former PEO, the average of CAP to our Non-PEO NEOs, and our Net Income during the five most recently completed fiscal years.

Compensation Actually Paid vs. Company Selected Measure

The following chart sets forth the relationship between CAP to our Current PEO, CAP to our Former PEO, the average of CAP to our Non-PEO NEOs, and our Gross Profit during the five most recently completed fiscal years.

Total Shareholder Return Vs Peer Group

The following chart compares our cumulative Total Shareholder Return over the five most recently completed fiscal years to that of our peer group total shareholder return over the same period.

(1)

Represents values based on an initial fixed $100 investment made on December 31, 2020.

Tabular List, Table

Tabular List

The following table presents an unranked list of the financial and non-financial performance measures, including the Company-Selected Measure.

       Tabular List

      

       Gross Profit*

      

       Adjusted EBITDA from continuing operations**

      

       Strategic Objectives

      

       Individual Performance Goals

      

*Gross Profit for fiscal years 2025, 2024, and 2023 relates to the Company’s continuing operations and does not include the results of discontinued operations.

**Adjusted EBITDA from continuing operations is a non-GAAP financial measure. We calculate adjusted EBITDA from continuing operations as GAAP net income from continuing operations, adjusted to exclude: depreciation and amortization, stock‑based compensation expense, transaction-related expenses, impairments, other income, net, and provision for income taxes.

Total Shareholder Return Amount

$ 120.86

115.16

76.14

44.15

106.02

Peer Group Total Shareholder Return Amount

51.34

52.33

42.93

87.41

Net Income (Loss)