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Stock-Based Compensation | 12 Months Ended
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Dec. 31, 2024
Share-Based Payment Arrangement [Abstract] |
Stock-Based Compensation | Note 12. Stock-Based Compensation Omnibus Plan. In May 2017, the Company’s Board of Directors approved the Cars.com Inc. Omnibus Incentive Compensation Plan (the "Omnibus Plan"), which provides for the granting of stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares and other stock-based and cash-based awards. A maximum of 18.0 million common shares may be issued under the Omnibus Plan. As of December 31, 2024, there were 2.8 million common shares available for future grants. The Company issues new shares of common stock for shares delivered under the Omnibus Plan. Information related to stock-based compensation expense is as follows (in thousands):
|  | Year Ended December 31, |
|  | 2024 |  |  | 2023 |  |  | 2022 |
Stock-based compensation expense |  | $ | 30,553 |  |  | $ | 28,491 |  |  | $ | 22,342 |
Income tax benefit related to stock-based compensation expense |  |  | 5,138 |  |  |  | 4,505 |  |  |  | — |
Stock-based compensation expense by financial statement line item on the Company’s Consolidated Statements of Income is as follows (in thousands):
|  | Year Ended December 31, |
|  | 2024 |  |  | 2023 |  |  | 2022 |
Cost of revenue and operations |  | $ | 871 |  |  | $ | 1,487 |  |  | $ | 955 |
Product and technology |  |  | 10,684 |  |  |  | 8,814 |  |  |  | 6,647 |
Marketing and sales |  |  | 5,381 |  |  |  | 5,740 |  |  |  | 4,921 |
General and administrative |  |  | 13,617 |  |  |  | 12,450 |  |  |  | 9,819 |
Total |  | $ | 30,553 |  |  | $ | 28,491 |  |  | $ | 22,342 |
For each of the years ended December 31, 2024 and 2023, $0.3 million of capitalized internally developed technology costs is excluded from stock-based compensation expense. Information related to outstanding stock-based compensation awards as of December 31, 2024 for restricted share units ("RSUs"), performance share units ("PSUs"), stock options and the Cars Commerce Employee Stock Purchase Plan ("ESPP") is as follows (in thousands, except for weighted-average remaining period):
|  | Unearned Compensation |  |  | Weighted-Average Remaining Period (in years) |
RSUs |  | $ | 33,397 |  |  |  | 1.8 |
PSUs |  |  | 6,939 |  |  |  | 2.3 |
Stock Options |  |  | 137 |  |  |  | 0.2 |
ESPP |  |  | 327 |  |  |  | 0.4 |
Total |  | $ | 40,800 |  |  |  |
Restricted Share Units ("RSUs"). RSUs represent the right to receive unrestricted shares of the Company’s common stock at the time of vesting, subject to any restrictions as specified in the individual holder’s award agreement. RSUs are subject to graded vesting, generally ranging between one year to three years and the fair value of the RSUs is equal to the Company's common stock price on the date of grant. RSU activity for the year ended December 31, 2024 is as follows (in thousands, except for weighted-average grant date fair value):
|  | Number of RSUs |  |  | Weighted-Average Grant Date Fair Value |
Outstanding as of December 31, 2023 |  |  | 3,725 |  |  | $ | 15.67 |
Granted |  |  | 1,971 |  |  |  | 17.19 |
Vested and delivered |  |  | (1,589 | ) |  |  | 15.41 |
Forfeited |  |  | (470 | ) |  |  | 16.36 |
Outstanding as of December 31, 2024 (1) |  |  | 3,637 |  |  | $ | 16.52 |
(1) Includes 376 RSUs that were vested, but not yet delivered. The weighted-average grant-date fair value of RSUs granted during the years ended December 31, 2023 and 2022 was $16.72 and $14.21, respectively. The total grant-date fair value of RSUs that vested during the years ended December 31, 2024, 2023 and 2022 was $24.5 million, $19.1 million and $16.9 million, respectively. Performance Share Units ("PSUs"). PSUs represent the right to receive unrestricted shares of the Company’s common stock at the time of vesting. The fair value of the PSUs is equal to the Company’s common stock price on the date of grant. Expense related to PSUs is recognized when the performance conditions are probable of being achieved. The percentage of PSUs that shall vest will range from 0% to 200% of the number of PSUs granted based on the Company’s future performance related to certain revenue and adjusted earnings before interest, income taxes, depreciation and amortization, or cumulative adjusted net income per share targets over a two-year or three-year performance period. These PSUs are subject to cliff vesting after the end of the respective performance period. PSU activity for the year ended December 31, 2024 is as follows (in thousands, except for weighted-average grant date fair value):
|  | Number of PSUs |  |  | Weighted-Average Grant Date Fair Value |
Outstanding as of December 31, 2023 |  |  | 512 |  |  | $ | 15.66 |
Granted |  |  | 419 |  |  |  | 17.23 |
Vested and delivered |  |  | — |  |  |  | — |
Forfeited |  |  | — |  |  |  | — |
Outstanding as of December 31, 2024 |  |  | 931 |  |  | $ | 16.37 |
Stock Options. Stock options represent the right to purchase shares of the Company’s common stock at the time of vesting, subject to any restrictions as specified in the individual holder’s award agreement. Stock options are subject to three-year cliff vesting and expire 10 years from the grant date. Stock option activity for the year ended December 31, 2024 is as follows (in thousands, except for weighted-average grant date fair value and weighted-average remaining contractual term):
|  | Number of Options |  |  | Weighted-Average Grant Date Fair Value |  |  | Weighted-Average Remaining Contractual Term (in years) |  |  | Aggregate Intrinsic Value |
Outstanding as of December 31, 2023 |  |  | 1,067 |  |  | $ | 6.28 |  |  |  | 6.98 |  |  | $ | 9,096 |
Granted |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |
Exercised |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |
Forfeited |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |
Outstanding as of December 31, 2024 |  |  | 1,067 |  |  |  | 6.28 |  |  |  | 5.98 |  |  |  | 7,346 |
Exercisable as of December 31, 2024 |  |  | 804 |  |  |  | 5.27 |  |  |  | 5.57 |  |  |  | 6,751 |
There were no stock options granted during the years ending December 31, 2024 and 2023. The fair value of the stock options granted during the year ended December 31, 2022 were estimated on the grant date using the Black-Scholes option pricing model, using the following assumptions:
| 2022 |
Risk-free interest rate |  | 2.21 | %
Weighted-average volatility |  | 65.22 | %
Dividend yield |  | 0 | %
Expected years until exercise |  | 6.5 |
Employee Stock Purchase Plan ("ESPP"). Eligible employees may authorize payroll deductions of up to 10% of the employee’s base earnings with a maximum of $10,000 per every six-month offering period to purchase Cars Commerce common stock at a purchase price per share equal to 85% of the lower of (i) the closing market price per share of Cars Commerce at the beginning of the offering period or (ii) the closing market price per share at the end of the offering period. A maximum of three million shares are available for issuance under the ESPP. As of December 31, 2024, 1.7 million shares were available for issuance under the ESPP. The Company issued 0.2 million, 0.2 million and 0.2 million shares related to the ESPP and recorded $0.7 million, $0.8 million and $0.6 million of stock-based compensation expense related to the ESPP for the years ended December 31, 2024, 2023 and 2022, respectively.

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