Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On November 16, 2021, CarGurus, Inc. (the "Company") announced the hiring of
Dafna Sarnoff as the Company's Chief Marketing Officer, effective as of
Ms. Sarnoff's commencement of employment with the Company on December 8, 2021.
Ms. Sarnoff will succeed Sarah Welch, the Company's current Chief Marketing
Officer, who stepped down from such role on November 15, 2021.
On November 16, 2021, Ms. Welch entered into a separation agreement with the
Company (the "Separation Agreement"). By mutual agreement, Ms. Welch's
employment with the Company will continue through December 3, 2021 (the
"Separation Date"), during which she will continue to receive her current base
salary and benefits. Pursuant to the Separation Agreement, in exchange for
granting and not revoking a customary release after the Separation Date,
Ms. Welch will be entitled to receive a cash severance payment (the "Severance
Pay"), consisting of: (i) nine months of her current base salary; (ii) the
remainder of her earned FY 2021 cash incentive award opportunity (the "Bonus
Payment"); (iii) the cash value of those restricted stock units granted to
Ms. Welch during her employment that would have vested during the nine-month
period following the Separation Date had her employment continued during that
time, based on the average of the closing price of the Company's Class A common
stock on the Nasdaq Stock Market for the thirty (30) trading days immediately
preceding the Separation Date; and (iv) an additional cash payment of $25,000.
The Severance Pay, except for the Bonus Payment, is payable in a lump sum as
soon as practicable after the later of the Separation Date or the date on which
Ms. Welch no longer has any ability to revoke the Separation Agreement in
accordance with its terms. The Bonus Payment is payable in a second lump sum in
FY 2022 in accordance with the Company's standard payroll procedures for payment
of cash incentive awards related to FY 2021 performance.
Additionally, pursuant to the terms of the Separation Agreement, the Company
will pay the employer portion of premiums for Ms. Welch's continued
participation in the Company's medical and dental insurance plans until the
earlier of (i) August 31, 2022 and (ii) the date on which Ms. Welch becomes
eligible for other benefits through new employment.
The foregoing summary is qualified in its entirety by reference to the
Separation Agreement, a copy of which will be filed with the Securities and
Exchange Commission as an exhibit to the Company's Annual Report on Form 10-K
for the year ended December 31, 2021.
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