ROAD TO SUCCESS:
At CarGurus, we're building the most trusted and transparent automotive marketplace in the world. Accomplishing this mission requires bringing integrity to everything we do.
Our Road to Success is the CarGurus Code of Conduct. It provides an overview of the laws, regulations and company policies that apply to all employees, officers and directors of CarGurus, Inc. and its subsidiaries and affiliates. In other words, it's a guide to help us make the right decisions. While it can't speak to every situation we might potentially come across, it does outline our core values and our fundamental standards and expectations for ethical behavior and judgment.
We uphold high standards and expect principled decision-making from our people. This means adhering to the both the letter and spirit of our Code of Conduct. Toward that end, we should always act responsibly and consider the impact of our actions on each other, our partners and the world around us. We believe that empathy, respect and fairness are also essential elements to good decision-making.
Please regularly refer to our Code of Conduct and use it as a guide in your day-to-day work for CarGurus. When in doubt, speak up. Ask for help when faced with challenging situations. Report concerns promptly and without exception - whether you see something wrong or are unsure about whether something is wrong or not. CarGurus will not tolerate retaliation or adverse action of any kind against anyone who raises concerns.
How we do our work is not only critical to our success, but it is also what makes CarGurus such an incredible place to work.
Best regards, 
Langley Steinert
Founder and Executive Chairman
Our story
CarGurus (Nasdaq: CARG) was founded in 2006 in Cambridge, Massachusetts by Langley Steinert, co-founder of TripAdvisor, who saw an opportunity to create a better car-shopping experience using technology and data analytics. CarGurus has become the most visited automotive shopping site in the U.S., with more car listings than any other major online automotive marketplace in the U.S. CarGurus also operates sites in Canada and the U.K. CarGurus began trading on the Nasdaq Global Select Market in October 2017.
We focus on building the most transparent, trustworthy experience for our users, and we've proven that works for dealers, too. It's why we have an active network of over 30,000 dealers, and more listings on our site than any other major online automotive marketplace in the U.S.
CarGurus' search is powered by complex mathematical algorithms built over many years. These algorithms analyze data on millions of car listings every day. We are constantly developing new features and products that make the process of buying and selling a car simpler. Together, our engineering, product, business development, sales, marketing, finance, legal, people & talent and executive teams are making a real impact - removing complexity from the car shopping process and giving people the tools they need to confidently find, buy, finance or sell a car.
We're happy to have you along for the ride!
Our Core Values
1
We Are Pioneering
From the beginning, we set out to radically change how people buy and sell cars. We tackle difficult problems head-on. We are curious. We are risk takers. We embrace change, even if it's uncomfortable.
2
We Are Transparent
We believe transparency is the foundation of trust and enables better decision making. We communicate clearly and honestly. We deliver unbiased guidance. Our products, services, and company culture are built on these principles.
3
We Are Data-Driven
We rely on data, not hunches, to make decisions. We listen to our instincts, but we validate through rapid testing, learning, and optimizing. We translate complex data into actionable insights for our users, our customers, and our people.
4
We Move Quickly
We believe there’s power in speed. We iterate quickly and often, continuously improving as we go. We are not afraid to break things. If we fail, we do it fast, learn from it, and move on.
We're responsible
Your role
Each Guru has a role to play in ensuring that we build and protect our reputation for trust and transparency. Have this in mind in everything you do — and make sure your actions always reflect our values and adhere to the laws and regulations where we work.
If you manage people, you have an even greater responsibility — a special obligation to demonstrate high performance with high integrity. Lead by example, making sure your team members know our Code of Conduct is a resource for them and that there is no difference between what you do and what you expect from others.
Above all, if you’re ever unsure about the right course of action to take, just ask for help — from your manager, the People & Talent team, or the Legal Department (codeofconduct@cargurus.com). Everything we do matters, and we are all in this together.
Why we have a Code of Conduct
& who it applies to
This Code of Conduct (or Code) defines our policies, processes and rules for acting with integrity. In other words, it’s a guide for doing the right thing. Usually, that’s pretty intuitive. Sometimes, though, we find ourselves in unfamiliar territory where “the right thing” isn’t so clear-cut. In those instances, it’s helpful to reference our Code. While it doesn’t speak to every situation you might come across, it does cover the most common ones, outlining fundamental standards for behavior.
Our Code applies to employees, officers and directors of CarGurus, Inc., our subsidiaries and our affiliates.
Please review our Code, reference it often and use it to inform the actions and decisions you make on CarGurus’ behalf.
Integrity first
Always act in a way that will make you proud at the end of the day
At CarGurus, we understand how important our reputation is to our long-term success, both as a business and as a member of a larger community. You should never do anything in your work for CarGurus that would endanger that reputation or trade your short-term gain or convenience for our long-term success. We do the right thing, even when it is not the easy thing.
Sometimes we find ourselves in unfamiliar territory where the “right thing” isn’t so clear-cut. Decisions can sometimes appear to fall into a gray area. Some may even have an emotional aspect or become personal, making it difficult to remain objective. When you are faced with tough choices, remember that you are ultimately responsible for your decisions, but you do not need to go it alone. Our Code and your fellow Gurus are here to help guide you to the right result, so that you can make the best decision possible and always be proud of the work you do for CarGurus.
This roadmap is intended to help you navigate through the decision-making process: if the answer to each question below is “yes,” then you have done your due diligence. But if the answer is “no” or even “maybe”, that is a signal to stop and get advice or ask questions. After all, it is always better to ask before you act, especially when you are not sure.
Speak up
Building trust requires we do the right thing and speak up if we have questions or concerns
It is part of your job to uphold CarGurus’ standards. If you see or suspect any illegal or unethical behavior, or you have a question about what to do in a certain situation, you have a responsibility to speak up. You also have a responsibility to report any suspected violations shared with you by another Guru. You do not need to be sure something is wrong or have all the details to raise a concern. Don’t assume someone else will report a problem. Looking the other way or letting someone else take the lead may seem easier, but unethical or unlawful behavior hurts us all. It erodes trust.
When you report your concerns, you help us handle issues promptly, fix problems before they occur and remedy situations that have already happened. Remember, an issue cannot be addressed unless it is brought to someone’s attention.
As discussed on the next page, we will not retaliate against someone who reports a suspected violation of our Code in good faith or who cooperates in an investigation.
You can ask questions and report possible ethical or legal violations by using one of these resources:
- Many of your questions or concerns can be addressed by your manager
- Contact the People & Talent team
- Contact the Legal department at: codeofconduct@cargurus.com
- Contact our confidential ethics hotline, which is available 24 hours a day, seven days week
Call 877-325-9953 in the U.S. and Canada, or visit www.whistleblowerservices.com/CARG/
All reports to our confidential ethics hotline are treated as confidentially as possible; however, it helps with follow-up if you identify yourself. If you are not comfortable identifying yourself, you can make anonymous reports to our confidential ethics hotline to the extent permitted by law.
We do not tolerate retaliation
In accordance with our Whistleblower Policy, CarGurus will not retaliate against someone who reports a suspected violation of our Code in good faith or who cooperates in an investigation. Good faith means that your concern is honest and accurate to your knowledge, regardless of whether it is discovered at a later date that you were mistaken.
Any retaliation by an employee against another for reporting a violation IS a violation of our Code. We will investigate all claims of retaliation.
If you believe you have been retaliated against because you reported a suspected violation in good faith or cooperated in an investigation, you should notify the Legal department (codeofconduct@cargurus.com) or our confidential ethics hotline.
Q&A
Question: I have a concern about someone in a leadership position but am not sure if I should report it. I don’t want them to know I said something. What should I do?
Answer: It’s important to voice your concerns, no matter who the person in question may be. We will take all appropriate actions to protect the identity of someone sharing information, as well as the confidentiality of the information being shared. You may report your concern using our confidential ethics hotline.
Question: I discussed a concern with my manager and they said they would look into it but nothing has happened for several weeks. The situation that caused my concern is still ongoing but I am afraid to ask my manager again. What should I do?
Answer: You should continue to raise your concern until it has been addressed. In this situation, you should consider contacting your manager’s manager, the Legal department (codeofconduct@cargurus.com), the People & Talent team, or our confidential ethics hotline. While it is possible that your manager looked into the situation and determined there was not a problem, it would be helpful for you to know, one way or another.
 Learn More: Confidential Ethics Hotline |
We're inclusive
Our vision
In our mission to give people the power to reach their destination, it is essential that we foster a community where our employees, users and business partners reflect the world around us.
At CarGurus, diversity, equity, inclusion and belonging bring our Core Values to life. We continuously build and nurture a global culture where inclusiveness is a reflex, not an initiative.
We cultivate an organization that requires us all to learn and unlearn, hold ourselves accountable and build an environment where everyone can come as they are to thrive where they are.
Fair Employment Practices
We are an equal opportunity employer committed to ensuring an environment of mutual respect
We promote equal employment opportunities
At CarGurus, we don’t discriminate based on legally-protected personal characteristics like race, religion, sex, pregnancy, national origin, age, physical disability, mental disability, veteran status, marital status, sexual orientation and gender identity. Why? Because it’s illegal, and more importantly, because it’s wrong.
We treat each other with respect
We’re committed to ensuring a workplace free of bias, prejudice and harassment. We think before we speak and are mindful of the way others might interpret what we say. We are aware that the impact of our actions and behaviors goes beyond us as individuals to our teams and the organization. We remain open-minded and actively listen to our colleagues, working to understand and include different viewpoints. We believe that every person deserves to work in an environment where they are comfortable, safe and respected.
We keep each other safe
We’re all responsible for maintaining a safe and healthy workspace for ourselves and our coworkers. We follow safety and health regulations, and don’t tolerate violence, threats or illegal drugs in the workplace. If you see violations, you should report them to the People & Talent team.
Q&A
Question: I think I was passed up for a promotion due to my race. What should I do?
Answer: If you feel you have been discriminated against due to race or any other legally protected characteristic, you should raise your concern by notifying the People & Talent team, the Legal department (codeofconduct@cargurus.com) or our confidential ethics hotline.
Question: On a group Slack, a co-worker posted a message I found offensive, but I don’t know if I should approach my co-worker with my concern. What should I do?
Answer: We each have an obligation to ensure that CarGurus is a great place to work for everyone, and offensive behavior such as this is not acceptable. If you feel uncomfortable speaking with your co-worker directly, contact your manager, the People & Talent team, or the Legal department at (codeofconduct@cargurus.com).
Question: I think one of my co-workers is being harassed, but I don’t hear them ever complain about it. What should I do?
Answer: If you’re comfortable doing so, ask your co-worker about the situation. If they are hesitant to make a report, and you still have concerns, you should contact your manager, the People & Talent team, or the Legal department at (codeofconduct@cargurus.com). You can also share your concerns on our confidential ethics hotline.
We play by the rules
Don’t trade on inside information
We comply with the law and believe everyone should make investment decisions based on the same set of rules
Transparency is one of our core values, and it’s why we share lots of information with our employees, including some that’s material and nonpublic. Information is “material” if a reasonable investor would consider it important in deciding whether to buy or sell a company’s securities. Information is “nonpublic” if it has not been broadly communicated to the investing public.
It is unethical and illegal to buy or sell stock or other securities on the basis of material nonpublic information. It also is illegal to communicate nonpublic information to any other person so that they may trade. You may only purchase or sell a company’s securities if you are not in possession of material nonpublic information about the company.
Violations of the insider trading laws are severe and include civil and criminal fines and penalties. It is your responsibility to ensure that you do not violate insider trading laws or our Insider Trading Policy.
Make sure that you:
- Do not buy or sell securities of CarGurus or any other company when you have material nonpublic information about CarGurus or that other company
- Only share insider information with other Gurus who need it to perform their job
- Do not share insider tips, even with family or friends
- If you are not sure if information is material and whether it is nonpublic information, treat it as though it is, and ask the Legal department about it before proceeding
Q&A
Question: I am aware that we are about to sign a new customer that will account for more than 10% of our revenue and I think significantly increase the value of CarGurus’ stock. Can I tell my friends and family to buy CarGurus stock?
Answer: No. Making recommendations to someone to trade in a company’s stock on the basis of material nonpublic information is illegal and a violation of our Code. Do not share the information with friends, family or anyone else. If you have additional questions, you should contact the Legal Department.
Question: Through the course of my job, I have discovered that one of our vendors is about to acquire a publicly traded company and that the pending acquisition has not been made public. Can I invest in the publicly traded company that is going to be acquired?
Answer: No. You are in possession of material nonpublic information and cannot trade on it, whether trading in the securities of CarGurus or another company. If you have additional questions, you should contact the Legal Department.
| Learn More: Insider Trading Policy Public Disclosure Policy |
We avoid conflicts of interest
We put CarGurus first and avoid benefitting personally in any way that conflicts with the company’s interests
- You have a responsibility to make decisions based on the interests of CarGurus without regard to how they might benefit you
- A conflict can occur when any of the personal interests, activities, investments or associations of an employee or their family members conflict with — or even seem to interfere with — those of CarGurus
- Even if you did not intend for your actions to create a conflict, the perception of a conflict by others can be just as damaging to you or CarGurus
- If you encounter what you think may be a conflict of interest, reach out to your manager and/or the Legal department at codeofconduct@cargurus.com
Conflicts of interest may pertain to…
- Car purchases: When negotiating a personal car purchase with a dealership, you should not leverage your position at CarGurus to suggest to the dealer that your shopping experience, purchase price or package could improve or degrade their deal ratings or subscription rates
- Dealer reviews: Account Managers or other members of the Sales organization may submit reviews of shopping experiences at dealers outside their designated books of business or hierarchies. However, they should not leave reviews for dealers in their past or present books of business or hierarchies, whether they purchased a vehicle or not.
- Direct competitors: Employees, officers and directors should not work for, consult, advise, perform services for or invest in any direct competitor unless directed to by CarGurus
- Loans: Loans or guaranties by CarGurus to employees who are not directors or executive officers of CarGurus may present conflicts of interest if made outside the ordinary course of business or for improper purposes. Loans to directors and executive officers are not permitted unless such loans comply with applicable laws, including the Sarbanes-Oxley Act of 2002.
- Corporate opportunities: You should not take personal advantage of business opportunities that could be made available to CarGurus unless our General Counsel confirms that CarGurus has considered and declined the opportunity. Directors are subject to an additional duty of loyalty, requiring approval by our Board of Directors before pursuing any such opportunity. Learn More:
Related Person Transaction Policy
Q&A
Question: I am having trouble covering my personal expenses and am thinking about getting a second job. I have been offered a job at one of CarGurus’ customers. What should I do?
Answer: You should disclose the job opportunity to your manager to determine whether there is a conflict of interest and how best to handle it. The most important thing is to disclose the potential conflict so it can be properly managed.
Question: My mother-in-law is the VP of Sales for a vendor that we’re evaluating to provide CarGurus with consumer marketing services. I work for the team in charge of selecting this vendor. What should I do?
Answer: You should disclose the situation to your manager and remove yourself from the decision-making process. Even though there may be legitimate reasons for hiring her, it could look to others that she was awarded the job just because she is your mother-in-law.
Bribery and corruption
We never offer or accept anything of value in order to get business, keep business or gain an unfair advantage
- We may not engage — or even appear to engage — in corrupt activity
- We comply with all applicable anti-corruption and anti-bribery laws, including the U.S. Foreign Corrupt Practices Act and the UK Bribery Act of 2010
- We prohibit bribery of all kinds by our employees, officers and directors — whether governmental or commercial, public or private — anywhere in the world
- Improper transfers aren’t limited to cash — they include meals, gifts, entertainment, travel and employment
- We are especially careful in situations involving government officials
We’re financially responsible
Accurate business records are essential to the management of CarGurus and maintaining our reputation and credibility
As a publicly traded company, we’re required to file our financial statements and make other disclosures about CarGurus to the SEC. These SEC disclosures must accurately state all material facts and may not omit any material information about CarGurus. Anyone who contributes in any way to the preparation or verification of our financial statements and other financial information must ensure that our books, records and accounts are accurately maintained.
They must also be familiar and comply with our disclosure controls, procedures and internal controls over financial reporting. They should take all necessary steps to ensure that our public communications — including SEC filings — provide full, fair, accurate, timely and understandable disclosures.
| Learn More: Whistleblower Policy |
Fair competition
We compete fairly on the merits of our services, pricing and customer loyalty
We don’t communicate (whether orally, in writing, informally or otherwise) with competitors about customers, pricing, territories, markets, bids, discounts, promotions, terms and conditions of sale or any other anti-competitive, proprietary or confidential information.
More specifically, we don’t manipulate people or data, conceal truths, improperly use confidential information or misrepresent facts.
Our reputation is always on the line, and this behavior is unethical and wrong — plain and simple.
If you are ever unsure whether a conversation or agreement is okay, ask the Legal department for advice.
Data privacy and security
We protect our and our customers’ privacy and confidential information
It’s our duty to make sure that information belonging to our employees, customers and business partners stays secure and confidential. That duty also applies to our own proprietary information.
We’re also committed to data privacy. Our users, customers, employees, and business partners provide personal and confidential data with the expectation that we’ll safeguard it from misuse and/or unauthorized processing. We collect and use only the data we need to perform our jobs.
As part of this commitment, and in order to comply with global privacy protection laws, you are required to follow CarGurus’ policies and procedures regarding data security. That means minimizing the use, collection, retention, loss and destruction of — or damage to — personal data.
Make sure that you:
- Only share confidential information when there is a valid reason and only with safeguards and non-disclosure obligations in place
- Know our data policies, procedures and controls that apply to your role and follow them when handling data
- Report any known or suspected unauthorized access or disclosure immediately to the Information Security Coordinator or infosec@cargurus.com
- Do not discuss confidential information in public with family or friends
Q&A
Question: I accidentally sent an email containing customer information to the wrong person. What should I do?
Answer: You must immediately report the unauthorized disclosure of customer or personal information to the Information Security Coordinator (infosec@cargurus.com).
Question: I like to get an early start on my day by returning calls during my train ride to work. Is this a problem?
Answer: You must be careful not to discuss nonpublic company information in public places where others may overhear you, such as taxis, trains, airplanes, elevators or public spaces such as restaurants or cafes. When it is necessary to conduct a telephone call in a public place, be mindful of your surroundings.
Question: While my manager was on a business trip, they asked me to log into a company system that has highly restricted information using their ID and password. What should I do?
Answer: You should refuse the request. It is against company policy to share passwords. In addition, access to restricted information should be limited to only people who are authorized to have access. You should immediately report this to the Information Security Coordinator (infosec@cargurus.com) and/or the Legal department (codeofconduct@cargurus.com).
We protect stockholder assets
Protecting CarGurus assets
We are each responsible for protecting CarGurus assets and using them with care
- You are allowed limited personal use of some company resources (e.g., computers, email, internet access), as long as it complies with our usage policies and doesn’t interfere with your or your fellow Gurus’ job performance
- You should protect company resources against theft, carelessness and waste
- Follow all information security policies to keep our technology resources safe
- Our intellectual property must be used properly and protected from infringement by others. Inventions, discoveries, ideas, concepts, written material and trade secrets that are created by Gurus using company time, resources or materials are the property of CarGurus
| Learn More: Information Security Policy Information Security Travel Policy |
Books and records
We are each responsible for information and records under our control
It’s on all of us to keep CarGurus’ business records, books and data accurate and up-to-date. That means filing our expenses on time, being honest about our finances, never fudging the numbers and always painting a complete and accurate picture of our financial state.
It also means reporting all revenues from customers and other business partners, and assisting our outside auditors as needed in their review of our financial statements.
We maintain paper and electronic records for as long as required by our policies and law. Documents should only be destroyed in accordance with our Record Retention Policy and never in response to or in anticipation of litigation, an investigation or audit.
| Learn More: Confidential Ethics Hotline Whistleblower Policy |
Political activity
CarGurus is committed to making a difference in the communities where we live and work.
You also have the right to voluntarily participate in the political process; however, you can only conduct political activities on your own time and using your own resources. You also may not indicate or suggest that you speak for CarGurus or that the company supports your views.
Speaking on behalf of CarGurus
We are committed to providing accurate, clear, complete and consistent information to the public. To that end, only authorized persons may speak on behalf of CarGurus.
Any inquiries from the media or investment analysts must be directed to Public Relations & External Communications or Investor Relations.
| Learn More: Public Disclosure Policy |
Additional Q&A
Additional Q&A
- Question: Where is our Code located?
Answer: Our Code can be found on the Investor Relations section of our website and our internal Wiki. We make our Code available to every officer, director and employee, and we’re happy to provide stockholders with printed copies upon request. We also train new employees on Code compliance during the onboarding process and annually thereafter. - Question: Does our Code ever change?
Answer: Potentially. Our Board of Directors and its Audit Committee can amend our Code, and the Audit Committee reviews it periodically. We publicly disclose any amendments to our Code, including on the Investor Relations section of our website. We also notify employees of any updates. - Question: Is our Code ever waived?
Answer: Rarely. Only our General Counsel can approve an employee’s request for a Code waiver, and only our Board of Directors (or a designated committee of the Board) can grant a director’s or officer’s request for a Code waiver. Code waivers must be disclosed in accordance with applicable laws, rules and regulations. - Question: What happens when someone violates our Code?
Answer: If, after an investigation, Human Resources or the Legal department determines that an employee violated our Code, they’ll report it to our General Counsel. If, after an investigation, the Audit Committee of our Board of Directors concludes that a director or officer violated our Code, they’ll report it to our Board of Directors. Our Board of Directors or General Counsel will take preventative or disciplinary action as deemed appropriate, which may include disgorgement, suspension, demotion or termination of employment. Any violations that are also illegal may result in fines, penalties or other legal action, including imprisonment. - Question: Anything else I should know?
Answer: Our Code provides general guidelines for expected behavior; it’s not meant to address every situation. Also, our Code doesn’t create a contract (express or implied) with any employee, officer or director.
Resources
Resources
CarGurus policies
- Anti-Bribery Policy and Guidelines for Gifts and Entertainment
- Anti-Discrimination
- Employee Data Protection Policy
- Information Security Policy
- Information Security Travel Policy
- Insider Trading Policy
- Non-Retaliation Policy
- Public Disclosure Policy
- Record Retention Policy
- Related Person Transaction Policy
- Whistleblower Policy
- Workplace Harassment Policy
Contact information
- Contact the Legal department: codeofconduct@cargurus.com
- Contact our confidential ethics hotline, which is available 24 hours a day, seven days week. Call 877-325-9953 in the U.S. and Canada, or visit www.whistleblowerservices.com/CARG/
- Contact the People & Talent team
- If you have any questions about information security, contact the Information Security Coordinator or infosec@cargurus.com
