Exhibit 97.1
CARGURUS, INC.
COMPENSATION CLAWBACK POLICY
CarGurus, Inc., a Delaware corporation (the “Company”), has adopted a Compensation Clawback Policy (this “Policy”) as described below. This Policy is adopted to go into effect on October 31, 2023, with retroactive effectiveness as of October 2, 2023 (the “Effective Date”). This Policy supersedes the Company’s Compensation Clawback Policy adopted on August 4, 2020.
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provided, that, in the case of each of the foregoing, the Board determines, in its sole discretion, that the conduct has resulted, or is reasonably likely to result, in a material adverse impact on the Company’s financial results, operations or reputation.
Any determinations of the Board under this Policy shall be conclusive and binding on the Company and the applicable Covered Person. The determinations of the Board need not be uniform with respect to each Covered Person.
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In addition, (x) the Board may authorize legal action for breach of fiduciary duty or other violation of law and take such other actions to enforce the obligations of the Covered Person (as applicable) to the Company as the Board deems appropriate or (y) in the event that a Covered Person (as applicable) fails to repay or reimburse erroneously awarded compensation that is subject to recovery, the Board may require such Covered Person (as applicable) to reimburse the Company for any and all expenses reasonably incurred (including legal fees) by the Company in recovering erroneously awarded compensation under this Policy.
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The Board may amend this Policy from time to time in its discretion, subject to any limitations under applicable law, including, in the case of Section A of this Policy, the Applicable Rules.
This Policy and all determinations made and actions taken pursuant hereto, to the extent not otherwise governed by mandatory provisions of the Applicable Rules, shall be governed by and construed in accordance with the laws of the State of Delaware without regard to choice of law principles. If any provision of this Policy shall be held illegal or invalid for any reason, such illegality or invalidity shall not affect the remaining parts of this Policy, but this Policy shall be construed and enforced as if the illegal or invalid provision had never been included in this Policy.
Adopted: August 4, 2020
Revised: October 31, 2023
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