TrueCar (TRUE) DEF 14A Definitive proxy

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.      )

Filed by the Registrant ☒

Filed by a party other than the Registrant ☐

Check the appropriate box:

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Preliminary Proxy Statement

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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material under § 240.14a-12

TrueCar, Inc.

(Name of Registrant as Specified In Its Charter)​

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒

No fee required.

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Fee paid previously with preliminary materials.

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

© 2024 TrueCar, Inc. All Rights Reserved.2024Proxy Statement and Notice of Annual Meeting of StockholdersProxy Statement and Notice of Annual Meeting of Stockholders2024

Executive OfficersJantoon ReigersmanOliver FoleyJay KuPresident andChief Financial OfficerChief Revenue OfficerChief Executive OfficerJeff SwartExecutive Vice President,General Counsel and SecretaryBoard of DirectorsJantoon Reigersman Barbara Carbone Robert Buce President and Board Chair Chairman Chief Executive Officer TrueCar, Inc. Palisades Holdings TrueCar, Inc. Brendan Harrington Faye Iosotaluno Erin Lantz President Chief Executive Officer Chief Revenue OfficerAutobahn Fort WorthTinderEthos LifeCorporate AddressMailInvestor RelationsTrueCar, Inc.Computershareinvestors@truecar.com1401 Ocean Avenue, Suite 200PO BOX 43006Santa Monica, CA 90401Providence, RI 02940-3006Transfer AgentCourierComputershareComputershareTelephone: 877. 373. 6374150 Royall StreetFax: 866. 519. 8563Suite 101International: 781. 575. 2879Canton, MA 02021Ticker SymbolNASDAQ: TRUE

1401 Ocean Ave, Suite 200
Santa Monica, California 90401

NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS

To Be Held at 8:30 a.m. Pacific Time on Thursday, May 23, 2024

Dear TrueCar Stockholders:

We are pleased to invite you to attend our 2024 Annual Meeting of Stockholders, which we refer to as the Annual Meeting, to be held on Thursday, May 23, 2024 at 8:30 a.m. Pacific Time. At the Annual Meeting, we will ask you to consider the following proposals as more fully described in the accompanying proxy statement:

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To elect three Class I directors to serve until the 2027 annual meeting of stockholders or until their successors are duly elected and qualified;

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To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024;

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To approve, on an advisory basis, the fiscal year 2023 compensation of our named executive officers;

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To hold an advisory vote on the frequency of future stockholder advisory votes to approve named executive officer compensation; and

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To transact such other business that may properly come before the Annual Meeting or any adjournment or postponement thereof.

Our board of directors has fixed the close of business on March 28, 2024 as the record date for the Annual Meeting. Only stockholders of record as of March 28, 2024 are entitled to notice of and to vote at the Annual Meeting or any postponements or adjournments thereof. Further information regarding voting rights and the matters to be voted upon is presented in the accompanying proxy statement.

The Annual Meeting will be a completely virtual meeting of stockholders. All stockholders are cordially invited to attend the Annual Meeting by live webcast. You will not be able to attend the Annual Meeting in person. As described in more detail in the accompanying proxy statement, our board of directors believes that holding a virtual stockholder meeting facilitates attendance, increases participation and communication and offers significant time and cost savings to us and our stockholders and therefore has chosen this over an in-person meeting. To participate, vote or submit questions during the Annual Meeting by live webcast, please visit
www.virtualshareholdermeeting.com/True2024.

In accordance with rules and regulations adopted by the U.S. Securities and Exchange Commission, we are once again pleased to provide our stockholders access to our proxy materials on the internet at http://materials.proxyvote.com/89785L rather than in paper form. The Notice of Internet Availability, which contains instructions on how to access the proxy materials and our 2023 Annual Report to Stockholders, is first being given or sent on or about April 8, 2024 to our stockholders entitled to vote at the Annual Meeting. Our stockholders will also have the ability to request that a printed set of the proxy materials be sent to them by following the instructions in the Notice of Internet Availability.

The stockholder list will also be available during the Annual Meeting at
www.virtualshareholdermeeting.com/True2024. Instructions on how stockholders of record can view the stockholder list during the Annual Meeting are posted at www.virtualshareholdermeeting.com/True2024.

Your vote is important. Whether or not you plan to attend the Annual Meeting by live webcast, we urge you to submit your vote on the internet or by telephone or mail to ensure your shares are represented. For

specific instructions on how to vote your shares, please refer to the section entitled “General Information” and the instructions on the Notice of Internet Availability. For additional instructions on voting by telephone or the internet, please refer to your proxy card. Voting by proxy does not deprive you of your right to attend the virtual meeting and to

vote your shares at the virtual meeting. Please vote as soon as possible.

Sincerely,

/s/ Jantoon E. Reigersman

Jantoon E. Reigersman

President and Chief Executive Officer
Santa Monica, California

April 8, 2024

TrueCar, Inc.
PROXY STATEMENT

2024 ANNUAL MEETING OF STOCKHOLDERS
To Be Held on Thursday, May 23, 2024

TABLE OF CONTENTS

​	Page
GENERAL INFORMATION​	​	1
EXECUTIVE OFFICERS, DIRECTORS AND CORPORATE GOVERNANCE​	​	7
Executive Officers and Directors	​	7
Board Composition	​	11
Board Meetings and Director Communications	​	12
Policy Regarding Nominations	​	13
Director Independence	​	13
Board Committees and Management’s Disclosure Committee	​	13
Compensation Committee Interlocks and Insider Participation	​	17
Code of Business Conduct and Ethics	​	17
Board Leadership Structure	​	18
Board’s Role in Risk Oversight	​	18
Information on Compensation Risk Assessment	​	18
Diversity, Equity & Inclusion	​	18
Non-Employee Director Compensation	​	20
Outside Director Compensation Policy	​	21
Delinquent Section 16(a) Reports	​	22
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT​	​	23
COMPENSATION DISCUSSION AND ANALYSIS​	​	26
Summary Compensation Table	​	43
Grants of Plan-Based Awards Table	​	45
Outstanding Equity Awards at Fiscal Year-End	​	46
Option Exercises and Stock Vested Table	​	48
Executive Employment Arrangements	​	49
Potential Payments upon Termination, Change in Control or Certain Other Events	​	51
Equity Compensation Plan Information	​	59
CEO Pay Ratio Disclosure	​	60
PAY VERSUS PERFORMANCE​	​	61
CERTAIN RELATIONSHIPS AND RELATED PARTY AND OTHER TRANSACTIONS​	​	69
AUDIT COMMITTEE REPORT​	​	71
PROPOSAL ONE: ELECTION OF DIRECTORS​	​	72

​	Page
PROPOSAL TWO: RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM​	​	73
PROPOSAL THREE: ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION	​	75
PROPOSAL FOUR: ADVISORY VOTE ON THE FREQUENCY OF ADVISORY VOTES ON NAMED EXECUTIVE OFFICER COMPENSATION​	​	76
ANNEX A — Reconciliation of Adjusted EBITDA to GAAP Net Income (Loss)	​	78

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON MAY 23, 2024: This proxy statement, along with the 2023 Annual Report to Stockholders, is available at the following website: http://materials.proxyvote.com/89785L.

By furnishing a Notice of Internet Availability and providing access to our proxy materials on the internet, we are lowering the costs and reducing the environmental impact of our Annual Meeting.

The Notice of Internet Availability will also provide instructions on how you may request electronic or paper delivery of future proxy materials. If you choose to receive electronic delivery of future proxy materials, you will receive an email next year with instructions containing a link to those materials and a link to the proxy voting site. Your election to receive proxy materials by electronic or paper delivery will remain in effect until you terminate it. We encourage you to choose to receive future proxy materials by electronic delivery, which will (i) allow us to provide you with the information you need in a more timely manner, (ii) reduce printing and mailing documents to you and (iii) conserve natural resources.

2024 ANNUAL

PROXY STATEMENT

GENERAL INFORMATION

Q: Why am I receiving these materials?

A: The board of directors of TrueCar, Inc., which we refer to as the Board, is furnishing this proxy statement to you. It contains information related to our 2024 Annual Meeting of Stockholders, which we refer to as the Annual Meeting, to be held on Thursday, May 23, 2024 beginning at 8:30 a.m. Pacific Time and at any postponements or adjournments thereof. You can attend the virtual Annual Meeting by visiting www.virtualshareholdermeeting.com/​True2024, where you will be able to participate, submit questions and vote online. References in this proxy statement to “we,” “us,” “our,” “the Company” or “TrueCar” refer to TrueCar, Inc.

Q: What is included in these materials?

A: These materials include this proxy statement for our Annual Meeting of Stockholders and our Annual Report on Form 10-K for the year ended December 31, 2023, as filed with the Securities and Exchange Commission, or the SEC, on February 22, 2024, which we refer to as the Annual Report. We first made these materials available to you on the internet on April 8, 2024. Our principal executive offices are located at 1401 Ocean Ave, Suite 200, Santa Monica, CA 90401, and our telephone number is (800) 200-2000. We maintain a website at www.TrueCar.com. The information on our website is not a part of this proxy statement.

Q: What matters will stockholders vote on at the Annual Meeting?

A: Stockholders will vote on the following matters at the Annual Meeting:

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to elect Barbara Carbone, Jantoon Reigersman and Diego Rodriguez as Class I directors to serve until the 2027 annual meeting of stockholders or until their successors are duly elected and qualified;

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to ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024;

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to approve, on an advisory basis, the fiscal year 2023 compensation of our named executive officers;

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to hold an advisory vote on the frequency of future stockholder advisory votes to approve named executive officer compensation; and

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to transact such other business that may properly come before the Annual Meeting or at any adjournment or postponement thereof.

Q: How does the Board recommend that I vote on these proposals?

A: The Board recommends a vote:

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FOR the election of Barbara Carbone, Jantoon Reigersman and Diego Rodriguez as Class I directors;

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FOR the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024;

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FOR the approval of the advisory resolution to approve the fiscal year 2023 compensation of our named executive officers; and

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For the recommendation that stockholders elect to hold advisory votes on named executive officer compensation every “ONE YEAR.”

Q: Who is making this solicitation?

A: The proxy for the Annual Meeting is being solicited by and on behalf of TrueCar by the Board.

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Q: Who pays for the proxy solicitation process?

A: TrueCar will pay the cost of preparing, assembling, printing, mailing and distributing these proxy materials and soliciting votes. We may, on request, reimburse brokerage firms and other nominees for their expenses in forwarding proxy materials to beneficial owners. In addition to soliciting proxies by mail, we expect that our directors, officers and employees may solicit proxies in person or by telephone or electronic communications. None of these individuals will receive any additional or special compensation for doing this, although we may reimburse these individuals for their reasonable out-of-pocket expenses. Further, we may engage a proxy solicitor to assist in the solicitation of proxies and to provide related advice and support depending on a variety of factors, including preliminary voting results.

Q: Who may vote at the Annual Meeting?

A: Stockholders of record as of the close of business on March 28, 2024, which we refer to as the Record Date, are entitled to receive notice of, attend online and vote by live webcast at the Annual Meeting. Each share of our common stock is entitled to one vote on each matter. As of the Record Date, there were 91,573,738 shares of our common stock issued and outstanding, held by 115 holders of record.

Q: Why is TrueCar conducting the Annual Meeting as an exclusively virtual, online meeting?

A: We have conducted exclusively virtual annual meetings each year since 2016. We believe that by holding our annual meetings virtually, we afford our stockholders the opportunity to more easily participate in our annual meetings. The virtual format allows stockholders to communicate with us before and during the meeting so that they can ask questions of our Board or management. At the same time, we believe that holding the Annual Meeting solely on the internet facilitates stockholder attendance and will increase stockholder participation and communication by enabling each stockholder to interact with us fully and equally, in real time, from any location around the world at no cost. A virtual annual meeting also makes it possible for more stockholders (regardless of the size of their holdings or their resources or physical location) to have direct access to information more quickly while offering us and our stockholders significant time and cost savings.

Q: What is the difference between a stockholder of record and a beneficial owner of shares held in street name?

A: Stockholder of Record.   If your shares are registered directly in your name with our transfer agent, Computershare Trust Company, N.A., you are considered the stockholder of record of those shares, and we sent these proxy materials directly to you.

Beneficial Owner of Shares Held in Street Name.   If your shares are held in an account at a brokerage firm, bank, broker-dealer or other similar organization, then you are the “beneficial owner” of shares held in “street name,” and that organization forwarded these proxy materials to you. The organization holding your account is the stockholder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you have the right to instruct that organization on how to vote the shares held in your account.

Q: If I am a stockholder of record of TrueCar shares, how do I vote?

A: If you are a stockholder of record, there are four ways to vote:

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On the Internet.   You may vote by proxy on the internet by following the instructions found on the proxy card.

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By Telephone.   You may vote by proxy by calling the toll free number on the proxy card.

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By Mail.   You may vote by proxy by filling out the proxy card and returning it in the envelope provided.

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During the Meeting.   You may vote during the Annual Meeting live on the internet by following the instructions posted at www.virtualshareholdermeeting.com/True2024.

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The internet and telephone voting facilities will close at 11:59 p.m. Eastern Time on May 22, 2024.

Q: If I am a beneficial owner of shares held in street name, how do I vote?

A: If you are a beneficial owner of shares held in street name, you should have received from your broker, bank or other nominee instructions on how to vote or instruct the broker to vote your shares, which are generally contained in a “vote instruction form” sent by the broker, bank or other nominee. Please follow their instructions carefully. Street name stockholders may generally vote by one of the following methods:

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On the Internet.   You may vote by proxy on the internet by following the instructions found on the vote instruction form your broker, bank, trustee or nominee provides you. Additional Instructions can be found at www.virtualshareholdermeeting.com/True2024.

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By Telephone.   You may vote by proxy by calling the toll free number found on the vote instruction form your broker, bank, trustee or nominee provides you.

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By Mail.   You may vote by proxy by filling out the vote instruction form and returning it in the envelope your broker, bank, trustee or nominee provides you.

Q: If I submit a proxy, how will it be voted?

A: If you submit proxies that are properly dated, executed and returned, we will vote the shares represented by them at the Annual Meeting in accordance with your instructions. If the proxies do not contain specific instructions, the shares will be voted in accordance with the recommendations of our Board as described above. If any matters not described in the proxy statement are properly presented at the Annual Meeting, the proxy holders will use their own judgment to determine how to vote your shares. If the Annual Meeting is adjourned, the proxy holders can vote your shares on the new meeting date as well, unless you have revoked your proxy instructions, as described below under “Can I change my vote or revoke my proxy?”

Q: What should I do if I get more than one proxy or voting instruction card?

A: Stockholders may receive more than one set of voting materials, including multiple copies of these proxy materials and multiple proxy cards or voting instruction cards. For example, stockholders who hold shares in more than one brokerage account may receive separate sets of proxy materials for each brokerage account in which they hold shares. Stockholders of record whose shares are registered in more than one name will receive more than one set of proxy materials. You should vote all of the proxy cards and in accordance with all of the voting instruction cards you receive relating to our Annual Meeting to ensure that all of your shares are counted.

Q: Can I change my vote or revoke my proxy?

A: You may change your vote or revoke your proxy at any time before the vote is taken at the Annual Meeting.

If you are the stockholder of record, you may change your vote by (1) granting a new proxy bearing a later date (which automatically revokes the earlier proxy) using any of the methods described above (and until the applicable deadline for each method), (2) providing a written notice of revocation to our Corporate Secretary, Jeffrey Swart, at TrueCar, Inc., 1401 Ocean Ave, Suite 200, Santa Monica, California 90401 before your shares are voted or (3) attending the virtual Annual Meeting and voting by live webcast. Attending the Annual Meeting by live webcast will not cause your previously granted proxy to be revoked unless you specifically so request or vote by following the instructions on the live webcast site during the Annual Meeting.

For shares you hold beneficially in street name, you may generally change your vote by submitting new voting instructions to your broker, bank, trustee or nominee following the instructions they provided.

Q: How do I participate in the Annual Meeting on the internet?

A: Any stockholder may listen to the Annual Meeting and participate by live webcast at www.virtualshareholdermeeting.com/True2024. The webcast will begin at 8:30 a.m. Pacific time on May 23,

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2024, and stockholders of record may vote and submit questions during the Annual Meeting by live webcast. To enter the meeting, please have available your 12-digit control number (which can be found on your Notice of Internet Availability or, if you received a printed copy of the proxy materials, your proxy card). If you do not have your 12-digit control number, you will be able to listen to the meeting only. You will not be able to vote or submit questions during the meeting. Instructions on how to connect to and participate in the Annual Meeting on the internet, including how to demonstrate proof of stock ownership, are posted at www.virtualshareholdermeeting.com/True2024.

Q: How many shares must be present or represented to conduct business at the Annual Meeting?

A: At the Annual Meeting, the presence virtually or by proxy of a majority of the aggregate voting power of the stock issued, outstanding and entitled to vote at the Annual Meeting is required for the Annual Meeting to proceed. If you have returned valid proxy instructions or are a stockholder or registered beneficial owner and attend the Annual Meeting by live webcast, your shares will be counted in determining whether there is a quorum, even if you wish to abstain from voting on some or all of the matters before the meeting.

Q: What is the voting requirement to approve each of the proposals?

A: With respect to Proposal One, the election of our directors, each director is elected by a plurality of the voting power of the shares present virtually or represented by proxy at the meeting and entitled to vote on the election of directors at the Annual Meeting. Accordingly, the three nominees receiving the highest number of affirmative votes will be elected as Class I directors to serve until the 2027 annual meeting of stockholders or until their successors are duly elected and qualified. Abstentions, votes withheld, and broker non-votes will have no effect on the outcome of the vote.

For Proposal Two, the ratification of the appointment of our independent registered public accounting firm and Proposal Three, the advisory vote to approve named executive officer compensation, the affirmative vote of a majority of shares present virtually or represented by proxy and entitled to vote on the proposal is required to approve the proposal. Abstentions are treated as shares present and entitled to vote for purposes of such proposals and, therefore, will have the same effect as a vote “against” the proposal. Broker non-votes will have no effect on the outcome of the vote.

With respect to Proposal Four, the advisory vote on the frequency of future advisory votes on the compensation of our named executive officers, we will consider the alternative receiving the greatest number of votes — one year, two years, or three years — to be the frequency that stockholders approve. Because this vote is a non-binding advisory vote, the Board may decide that it is in our and our stockholders’ best interests to hold an advisory vote on the compensation of our named executive officers more or less frequently than the alternative approved by our stockholders. Abstentions and broker non-votes will have no effect on the outcome of the vote.

Q: What are broker non-votes?

A: Broker non-votes are shares held by brokers that do not have discretionary authority to vote on the matter and have not received voting instructions from their clients. If your broker holds your shares in its name and you do not instruct your broker how to vote, your broker will nevertheless have discretion to vote your shares on our sole “routine” matter — Proposal Two, the ratification of the appointment of our independent registered public accounting firm. Your broker will not have discretion to vote on Proposals One, Three or Four.

Q: Who will tabulate the votes?

A: A representative of the Carideo Group will serve as the Inspector of Election and will tabulate the votes at the Annual Meeting.

Q: What is the deadline to propose actions for consideration at next year’s annual meeting or to nominate individuals to serve as directors?

A: Stockholder Proposals:   Stockholders may present proper proposals for inclusion in our proxy statement and for consideration at our next annual meeting of stockholders by submitting their proposals in writing to our Corporate

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PROXY STATEMENT

Secretary in a timely manner. For a stockholder proposal to be considered for inclusion in our proxy statement for our 2025 annual meeting, our Corporate Secretary must receive the written proposal at our principal executive offices no later than December 9, 2024. If we hold our 2025 annual meeting more than 30 days before or more than 60 days after May 23, 2025 (the one-year anniversary date of the Annual Meeting), we will disclose the new deadline by which stockholder proposals must be received to be considered for inclusion in our proxy statement for that annual meeting under Item 5 of Part II of our earliest possible Quarterly Report on Form 10-Q or, if impracticable, by any means reasonably determined to inform stockholders. In addition, stockholder proposals must otherwise comply with the requirements of Rule 14a-8 under the Securities Exchange Act of 1934, as amended, or the Exchange Act.

Stockholder proposals should be addressed to:

TrueCar, Inc.
Attn: Jeffrey Swart, Corporate Secretary
1401 Ocean Ave, Suite 200
Santa Monica, California 90401

Our amended and restated bylaws, which we refer to as our Bylaws, also establish an advance notice procedure for stockholders who wish to present a proposal before an annual meeting but do not intend for the proposal to be included in our proxy statement. Our Bylaws provide that the only business that may be conducted at an annual meeting is business that is (1) described in our proxy materials for the meeting, (2) brought by or at the direction of our Board or (3) brought by a stockholder of record (both when the stockholder provides proper written notice of the proposal and on the record date for the annual meeting) who has timely complied with the notice procedures set forth in our Bylaws. In addition, for business to be properly brought before an annual meeting by a stockholder, it must be a proper matter for stockholder action under our Bylaws and applicable law. To be timely for our 2025 annual meeting, our Corporate Secretary must receive the written notice at our principal executive offices:

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not earlier than the close of business on January 23, 2025, and

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not later than the end of the day on February 22, 2025.

If we hold our 2025 annual meeting more than 30 days before or more than 60 days after May 23, 2025 (the one-year anniversary date of the Annual Meeting), then notice of a stockholder proposal that is not intended to be included in our proxy statement must be received by our Corporate Secretary at our principal executive offices:

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not earlier than the close of business on the 120th day before the annual meeting, and

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not later than the close of business on the later of (i) the 90th day before the annual meeting and (ii) the tenth day after the first public announcement of the date of the annual meeting.

To be in proper written form, a stockholder’s notice to the Corporate Secretary must comply with all of the requirements set forth in Section 2.4(i) of our Bylaws as to each matter of business the stockholder intends to bring before the annual meeting.

Nomination of Director Candidates:   In addition, our Bylaws permit certain stockholders to nominate directors for election at an annual meeting. To be eligible, a stockholder must be a stockholder of record as of the date notice of the annual meeting is given and as of the record date for the annual meeting.

To be in proper written form, a stockholder’s notice to the Company’s Corporate Secretary must comply with all of the requirements set forth in Rule 14a-19(b) of the Exchange Act and Section 2.4(ii) of our Bylaws. The charter of the nominating and corporate governance committee of the Board requires the committee to consider nominations of director candidates validly made by our stockholders in accordance with the provisions of our Bylaws.

To be timely for our 2025 annual meeting, our Corporate Secretary must receive the written notice at our principal executive offices:

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not earlier than the close of business on January 23, 2025, and

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not later than the end of the day on February 22, 2025.

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PROXY STATEMENT

If we hold our 2025 annual meeting more than 30 days before or more than 60 days after May 23, 2025 (the one-year anniversary date of the Annual Meeting), then notice of a stockholder proposal that is not intended to be included in our proxy statement must be received by our Corporate Secretary at our principal executive offices:

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not earlier than the close of business on the 120th day before the annual meeting, and

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not later than the close of business on the later of (i) the 90th day before the annual meeting and (ii) the tenth day after the first public announcement of the date of the annual meeting.

Additionally, as described in more detail under “Executive Officers, Directors and Corporate Governance — Board Committees — Nominating and Corporate Governance Committee,” our nominating and corporate governance committee will consider certain nominations made by stockholders holding at least one percent of the fully diluted capitalization of TrueCar continuously for at least 12 months.

Q: I share an address with another stockholder and we received only one paper copy of the proxy materials. How may I obtain an additional copy of the proxy materials?

A: The SEC has adopted rules that permit companies and intermediaries (e.g., brokers) to satisfy the delivery requirements for proxy statements and annual reports for two or more stockholders sharing the same address by delivering a single proxy statement addressed to those stockholders. This process is commonly referred to as “householding.”

Brokers with account holders who are TrueCar stockholders may be householding our proxy materials. A single set of proxy materials may be delivered to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received notice from your broker that it will be householding communications to your address, householding will continue until you are notified otherwise or you notify your broker or TrueCar that you no longer wish to participate in householding.

If, at any time, you no longer wish to participate in householding and would prefer to receive a separate proxy statement and annual report, you may (1) notify your broker, (2) direct your written request to: Investor Relations, TrueCar, Inc., 1401 Ocean Ave, Suite 200, Santa Monica, California 90401 or (3) contact our Investor Relations department by email at investors@truecar.com or by phone at (800) 200-2000, extension 8771. Stockholders who currently receive multiple copies of the proxy statement or Annual Report at their address and would like to request householding of their communications should contact their broker. In addition, we will promptly deliver, upon written or oral request to the address or telephone number above, a separate copy of the annual report and proxy statement to a stockholder at a shared address to which a single copy of the documents was delivered.

Q: What if I need to change my mailing address?

A: You may contact our transfer agent, Computershare Trust Company, N.A., by telephone at (877) 373-6374 (in the United States) or (781) 575-2879 (outside the United States) or by email at web.queries@computershare.com if you need to change your mailing address.

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EXECUTIVE OFFICERS, DIRECTORS AND
CORPORATE
GOVERNANCE

Executive Officers and Directors

The following table sets forth the names, ages and positions of our executive officers and directors as of March 31, 2024:

Name	Age	Position
Executive Officers	​	​
Jantoon E. Reigersman	42	President and Chief Executive Officer, and a Director
Oliver M. Foley	39	Chief Financial Officer
Jeffrey J. Swart	56	Executive Vice President, General Counsel and Secretary
Jay J. Ku	41	Chief Revenue Officer
Non-Employee Directors	​	​
Barbara A. Carbone	65	Director and Chair of the Board
Robert E. Buce	75	Director
Brendan L. Harrington	53	Director
Faye M. Iosotaluno	44	Director
Erin N. Lantz	44	Director
New Director Nominees	​	​
Diego A. Rodriguez	54	New Director Nominee

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Executive Officers

Jantoon E. Reigersman has served as our President, Chief Executive Officer since June 2023 and as a member of our Board since July 2023. From March 2022 to June 2023, Mr. Reigersman served as our Chief Operating Officer and from January 2021 to February 2023, Mr. Reigersman served as our Chief Financial Officer. From December 2017 to May 2020, Mr. Reigersman served as the Chief Financial Officer of Leaf Group, Ltd., a diversified internet, media and e-commerce company and from January 2014 until joining Leaf, he served as Chief Financial Officer of Ogin, Inc., a clean technology company. Prior to Ogin, Mr. Reigersman was an associate in the Special Situations Group at Goldman Sachs and an analyst at Morgan Stanley. Mr. Reigersman is an inaugural fellow at the Finance Leaders Fellowship and member of the Aspen Global Leadership Network and the Young Presidents Organization. Mr. Reigersman holds an M.S. and a B.S. in International Business Administration from the Rotterdam School of Management at Erasmus University, a Masters in International Management from the École des Hautes Études Commerciales de Paris and is a graduate of the General Management Program at the Harvard Business School.

We believe that Mr. Reigersman is qualified to serve as a member of our Board because of his substantial operational, financial and business strategy expertise.

Oliver M. Foley has served as our Chief Financial Officer since October 2023. From October 2022 until he joined us, Mr. Foley served as the Head of Finance of Flexcar, LLC, a vehicle subscription company, and was Regional General Manager at Flexcar from January 2022 to September 2022. Before joining Flexcar, Mr. Foley was the Vice President of Strategy, Society6 at Leaf Group, Ltd., a diversified internet, media and e-commerce company, from December 2018 to January 2022. He is also a co-founder of Halo Energy, LLC, a wind turbine company, where he served as an executive from May 2017 to November 2018. Prior to that, he held various finance and business development roles at Ogin, Inc., a clean technology company. Mr. Foley holds a B.A. in History & Economics from Davidson College and a Master of Business Administration from the Tuck School of Business at Dartmouth University.

Jeffrey J. Swart has served as our Executive Vice President, General Counsel and Secretary since July 2017. From January 2016 to July 2017, Mr. Swart served as our Senior Vice President, General Counsel and Secretary and he served as our Senior Vice President & Deputy General Counsel from April 2014 until December 2015. From May 1998 until he joined us, Mr. Swart practiced law at the law firm of Alston & Bird LLP, where he was a litigation partner. Prior to joining Alston & Bird, Mr. Swart served for two years as a law clerk to Judge Edward Carnes of the United States Court of Appeals for the Eleventh Circuit. Mr. Swart has substantial experience in complex commercial litigation. Mr. Swart holds a J.D. from the Emory University School of Law and a B.B.A. from the Goizueta Business School at Emory University.

Jay J. Ku has served as our Chief Revenue Officer since October 2023. From February 2023 to October 2023, Mr. Ku served as our Chief Commerce Officer. From March 2021 to December 2022, Mr. Ku served as the Executive Vice President and Chief Commerce Officer of Nogin, a tech-enabled marketing and e-commerce agency. From May 2017 until joining Nogin, he served as Senior Vice President of Leaf Group, a diversified internet, media and e-commerce company. Prior to joining Leaf, Mr. Ku served as Senior Vice President, Partnerships and Marketing at Participant Media, a film production company, from January 2016 to May 2017 and as Vice President, Partnerships from January 2014 to December 2015. Mr. Ku holds a B.A. from Harvard University.

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Board of Directors and New Director Nominees

Our Board consists of a highly experienced group of directors with a diversity of skills and backgrounds. This diversity of skills enables the Board to provide guidance to the Company from a multi-faceted and nuanced perspective. The nominating and corporate governance committee of the Board, or nominating committee, regularly assesses the experience, skills and other attributes of our directors. We have also engaged outside advisors to assist the nominating committee in identifying and considering the specific experiences, skills and attributes that may be appropriate or desirable to have represented on the Board by new directors in the future. The below table highlights what we believe to be the top skills or qualifications relevant to their oversight of the Company exhibited by each member of our proposed Board, assuming the election of the three Class I director nominees who are standing for election at the Annual Meeting.

Skills	Barbara Carbone	Robert Buce	Brendan Harrington	Faye Iosotaluno	Jantoon Reigersman	Diego Rodriguez
Executive Leadership	​	​	•	•	•	•
CFO Experience		•	​	​	•	​
Financial and Audit	•	•	​	​	​	​
Automotive Industry		•	•	​	​	​
Digital Marketplace	​	​	​	•	​	•
Product Development and Information Security	​	​	•	​	​	•
M&A, Corporate Development and Investor Relations	•	​	​	•	•	​
Human Capital Management and Compensation	•	​	​	​	​	​
Digital and Brand Marketing	​	​	•	•	​	•
Public Company Governance and Risk Management	•	•	​	​	•	​

Skills	Value to TrueCar
Executive Leadership	Serving in a leadership role of an enterprise-scale organization enhances the Board’s ability to advise our CEO and provide effective oversight of management, corporate strategy and culture.
CFO Experience	The experience that comes from serving as a CFO provides insight into our financial performance, reporting requirements, investor relations and transactions into which we may enter.
Financial and Audit	We engage in complex financial transactions and are required to adhere to financial reporting requirements and controls.
Automotive Industry	Relevant automotive industry experience provides insight into both dealers and consumers, which is important in evaluating the Company’s products and strategy.
Digital Marketplace	Experience in managing the supply/demand complexity of digital marketplaces is valuable to maintaining and improving our core product and in developing new products, such as TrueCar+.
Product Development and Information Security	We continue to develop and introduce new digital products and product features, including in connection with the rollout of TrueCar+, while managing information security and cybersecurity risk.
M&A, Corporate Development and Investor Relations	We engage in complex transactions such as acquisitions, divestitures and investments. Experience in investor relations guides our management when communicating with stockholders.

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Skills	Value to TrueCar
Human Capital Management and Compensation	Helps us attract, integrate and retain talent and develop the capabilities of our employees.
Digital and Brand Marketing	Effective marketing helps us attract and convert customers and establish a trusted name in our competitive industry.
Public Company Governance and Risk Management	Provides our management team with relevant advice and leadership. Our Board plays an important role in risk oversight.

Barbara A. Carbone has served as a member of our Board since August 2020 and as our Board chair since June 2023. From 1981 through September 2019, she served in a number of accounting- and auditing-related roles at KPMG LLP, a multinational accounting and advisory firm. Since January 2021, Ms. Carbone has served on the board of directors of DZS Inc., a publicly-traded provider of mobile transport and broadband access equipment and software, where she is a member of the audit committee and chair of the compensation committee. Since November 2022, she has served as a member of the board of directors of Limoneira Company, a publicly-traded international agribusiness and real estate development company, where she is chair of the audit committee and a member of the compensation committee. Ms. Carbone also is a member of the board of directors and audit committee chair of Bob’s Discount Furniture, a privately-owned furniture chain. From September 1998 through December 2019, she served as a member of the board of directors, and chair of the audit committee, of the Women’s Business Enterprise National Council, the largest certifier of women-owned businesses in the United States and a leading advocate for women business owners and entrepreneurs. Ms. Carbone has a B.S. in Business Administration (Accountancy) from California State University at Sacramento.

We believe that Ms. Carbone is qualified to serve as a member of our Board because of the substantial financial and audit expertise she gained from her service at KPMG LLP, and her experience with public company governance and risk oversight, human capital management and M&A transactions, corporate development and investor relations.

Robert E. Buce has served as a member of our Board since April 2005. Mr. Buce served as our Executive Vice President and Chief Financial Officer from September 2005 to September 2008. Prior to joining us, Mr. Buce founded and served as Chief Financial Officer and a senior member of the management team of Build-To-Order, Inc., an automotive company focused on modularized outsourced manufacturing of vehicles. Prior to Build-To-Order, Mr. Buce held a variety of senior management positions, including Managing Partner at KPMG LLP and Managing Director at BearingPoint, Inc., a related consulting firm. Mr. Buce also served on the board of directors of KPMG LLP from March 1991 to November 1995. Since July 2000, Mr. Buce has served as chairman of PalisadesHoldings, a sole proprietorship providing independent advisory assistance to a variety of technology services and consumer products and services commercial enterprises. From 2011 to 2013, Mr. Buce served on the board of directors of Intersection Technologies, Inc., the parent company of F&I Express, a provider of software and services to the automotive industry. Mr. Buce is a Certified Public Accountant (inactive) in the State of California and a member of the American Institute of Certified Public Accountants and the California Society of Certified Public Accountants. Mr. Buce holds a B.S. in Mechanical Engineering from Lehigh University and an M.B.A. from the Anderson School of Management at the University of California, Los Angeles.

We believe that Mr. Buce is qualified to serve as a member of our Board because of the experience he gained relevant to our business from serving as our Chief Financial Officer, his experience in the automotive industry, and the substantial corporate governance, operational, financial and audit expertise he gained from serving as Managing Partner at KPMG LLP, as Managing Director at BearingPoint and on the boards of directors and boards of advisors of several private companies. As the longest-serving member of our Board, we also value his deep understanding of our business as it has evolved over time.

Brendan L. Harrington has served as a member of our Board since October 2022. Since January 2023, Mr. Harrington has been the President of Autobahn Fort Worth, a luxury automobile dealer group. From May 2021 to January 2023, he was General Manager of Capistrano Valley Toyota, an automobile dealership. From November 2018 to November 2020, Mr. Harrington served as the Chief Operating Officer of Penske Motor Group, which operates automobile dealerships in California and Texas. Before that, he served in various positions

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at Penske Motor Group beginning in 2003, including as the President and General Manager of Longo Toyota & Scion, an automobile dealership. Prior to that, Mr. Harrington served in product-related roles for Mercedes-Benz USA and Nissan North America. He has served as an advisor to numerous companies in the automotive space on digital product development. Mr. Harrington has a B.A. from Georgetown University and an M.A. from Stanford University.

We believe that Mr. Harrington is qualified to serve as a member of our Board because of his experience as a senior executive in the automotive industry and with product development and digital and brand marketing.

Faye M. Iosotaluno has served as a member of our Board since October 2021. Since January 2024, Ms. Iosotaluno has been the Chief Executive Officer of Tinder, an internet-based dating platform and portfolio company of Match Group, a publicly-traded leading provider of internet-based dating and social discovery products. From February 2022 until January 2024, she was Tinder’s Chief Operating Officer. From February 2020 to August 2022, she was the Chief Strategy Officer at Match Group. From October 2017 through February 2020, Ms. Iosotaluno was the Senior Vice President for New Business Initiatives at Match Group. Prior to Match Group, she was the Vice President for Strategy & Business Development at SoundCloud Ltd., a private European online audio distribution and sharing platform, where she worked from October 2014 to October 2017. Prior to SoundCloud, Ms. Iosotaluno served in a number of digital product development, M&A leadership and strategy-related roles at various media companies. Ms. Iosotaluno holds a B.A. in English from the University of Pennsylvania, a B.S. in Economics from the Wharton School of the University of Pennsylvania and an M.B.A. from Harvard Business School.

We believe that Ms. Iosotaluno is qualified to serve as a member of our Board because of her extensive experience in strategy, M&A transactions, new business initiatives and digital marketplace and business operations and digital brand marketing.

Diego A. Rodriguez has been nominated by our Board for election as a director at the Annual Meeting at the recommendation of the Board’s Nominating and Corporate Governance Committee. From November 2017 until January 2020, Mr. Rodriguez served as the Executive Vice President, Chief Product and Design Officer at Intuit Inc., a financial software company. Prior to Intuit, Mr. Rodriguez served as a Senior Partner, Global Managing Director, and in other roles at IDEO, a design and consulting firm, from December 2004 to November 2017. He has served on the board of directors of Lending Tree, Inc., an online lending marketplace, since April 2022, where he is a member of the transactions committee. From January 2022 until January 2024, Mr. Rodriguez served on the board of directors of EngageSmart, Inc., a software as a service provider. He previously served on the Harvard University Board of Overseers from May 2018 to May 2020. Mr. Rodriguez holds a Bachelor of Arts in Values, Technology Science & Society and a Bachelor of Science in Mechanical Engineering from Stanford University, and a Master of Business Administration from Harvard Business School.

We believe that Mr. Rodriguez is qualified to serve as a member of our Board because of his substantial product management and development experience, and his extensive executive experience at a technology company.

Board Composition

Our business and affairs are managed under the direction of our Board. The number of directors is fixed by our Board, subject to the terms of our Amended and Restated Certificate of Incorporation, or Charter, and our Amended and Restated Bylaws, or Bylaws, that became effective at the completion of our initial public offering. Our Board currently consists of six directors, five of whom qualify as “independent” under the listing standards of the Nasdaq Stock Market, which we refer to as Nasdaq. The Board has also determined that, if elected, our new director nominee, Mr. Rodriguez will qualify as “independent” under the Nasdaq listing standards.

In accordance with our Charter and Bylaws, our Board is divided into three classes with staggered three-year terms. Only one class of directors is elected at each annual meeting of our stockholders, with the other classes continuing for the remainder of their respective three-year terms. As of the date of this proxy statement, our directors are divided among the three classes as follows:

•

the Class I directors are Mmes. Carbone and Lantz and Mr. Reigersman, and their terms will expire at the Annual Meeting.

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PROXY STATEMENT

•

the Class II directors are Mr. Buce and Ms. Iosotaluno, and their terms will expire at the annual meeting of stockholders to be held in 2025; and

•

the Class III director is Mr. Harrington and his term will expire at the annual meeting to be held in 2026.

Ms. Carbone and Mr. Reigersman are standing for election at the Annual Meeting. Ms. Lantz, a current Class I director, is retiring from service on the Board effective at the Annual Meeting. The Board has nominated Mr. Rodriguez for election at the Annual Meeting as a new Class I director.

The division of our Board into three classes with staggered three-year terms may delay or prevent a change of our management or a change in control. Under Delaware law, our directors may only be removed for cause by the affirmative vote of the holders of a majority of our outstanding voting stock. Our directors may not be removed by our stockholders without cause.

Any increase or decrease in the number of directors must be distributed among the three classes so that, as nearly as possible (provided that no decrease in the number of directors may shorten the term of any serving director), each class will consist of one-third of the directors.

As of April 8, 2024, the Company is in compliance with the Board diversity objectives of Nasdaq Stock Market Rule 5605. Set forth below is the board diversity matrix required by Nasdaq Stock Market Rule 5606:

Board Diversity Matrix (as of April 8, 2024)
Total Number of Directors	6
​	Female	Male	Non-Binary	Gender Undisclosed
Part I: Gender Identity
Directors	3	3	0	0
Part II: Demographic Background
African American or Black	0	0	0	0
Alaskan Native or American Indian	0	0	0	0
Asian	1	0	0	0
Hispanic or Latinx	0	0	0	0
Native Hawaiian or Pacific Islander	0	0	0	0
White	2	3	0	0
Two or More Races or Ethnicities	0	0	0	0
LGBTQ+	0
Demographic Background Undisclosed	0

(1)

In accordance with Nasdaq disclosure requirements, the Board Diversity Matrix describes the board diversity characteristics of directors as of the date of this proxy statement, including the current director who will retire at the Annual Meeting and excluding the new director nominee.

Board Meetings and Director Communications

During 2023, the Board held eight meetings. Each director attended at least 75% of the aggregate of the total number of meetings of the Board and the total number of meetings held by all committees of the Board on which he or she served during the periods that he or she served in 2023. Directors are also encouraged to attend our annual stockholder meetings absent an unavoidable and irreconcilable conflict. Each member of our Board who served at the time of the 2023 annual meeting of stockholders attended that meeting other than Mr. Mendel, who retired from the Board upon the expiration of his term at such meeting.

Stockholders and other interested parties may communicate with the non-management members of the Board by mail to our principal executive offices addressed to the intended recipient and care of our Corporate Secretary. Our Corporate Secretary will review all incoming stockholder communications (except for mass mailings, product

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complaints or inquiries, job inquiries, business solicitations and patently offensive or otherwise inappropriate material) and route such communications as appropriate to the Board or an individual director.

Policy Regarding Nominations

Our Board is responsible for identifying and nominating candidates for election to the Board. The Board considers recommendations from directors, stockholders and others, as it deems appropriate. In evaluating director candidates, our Board considers factors such as character, integrity, judgment, diversity, including diversity in terms of gender, race, ethnicity and experience, independence, area of expertise, corporate experience, length of service, potential conflicts of interest and other commitments. Our Board evaluates these factors, among others, and does not assign any particular weighting or priority to any of these factors. Our Board considers these factors in light of the specific needs of the Board at that time and also considers advice and recommendations from our President and Chief Executive Officer.

We have paid fees to a third-party search firm to assist the Board in identifying and evaluating potential candidates for nomination. Search firms retained to assist our Board in seeking candidates for the Board are instructed to seek to include diverse candidates in terms of race and gender.

Director Independence

Our Board reviewed the independence of each director and our new director nominee. Based on information provided by each director concerning his or her background, employment and affiliations, our Board determined that none of Mmes. Carbone, Iosotaluno or Lantz or Messrs. Buce or Harrington or our new director nominee, Mr. Rodriguez, has a relationship that would interfere with the exercise of his or her independent judgment in carrying out the responsibilities of a director and that each of these directors is “independent” as that term is defined under the applicable rules and regulations of the SEC and Nasdaq’s listing standards. In making these determinations, our Board considered the current and prior relationships that each non-employee director has with our Company and all other facts and circumstances our Board deemed relevant in determining their independence, including the beneficial ownership of our capital stock by each non-employee director. The Board also determined that each of Mmes. Carbone, Iosotaluno and Lantz is a non-employee director, as defined by Rule 16b-3 promulgated under the Exchange Act.

Board Committees and Management’s Disclosure Committee

Our Board has an audit committee, a compensation and workforce committee and a nominating and corporate governance committee. The Company also has a standing disclosure committee. The composition and responsibilities of each of the committees of our Board and management’s disclosure committee are described below. Members serve on these committees until their resignation or until otherwise determined by our Board. Each of these committees operates under a written charter adopted by our Board that is available on the Investor Relations section of our website at http://ir.truecar.com/documents-and-charters. The below table sets forth the current composition of each of the committees of the Board:

​	Audit Committee		Compensation & Workforce Committee		Nominating and Corporate Governance Committee
Barbara Carbone			​	✓	​
Robert Buce	​	✓	​	​	✓
Brendan Harrington	​	​	​	​	✓
Faye Iosotaluno	​	✓			​
Erin Lantz	​	✓	​	✓
Jantoon Reigersman(1)	​	​	​	​	​

✓

Member

Chair

(1)

As an employee director, Mr. Reigersman does not serve on any committees.

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Audit Committee

Our audit committee is currently comprised of Mmes. Carbone, Iosotaluno and Lantz and Mr. Buce. Ms. Carbone serves as the chair of the audit committee. Each member of our audit committee meets the requirements for independence of audit committee members under current Nasdaq listing standards and SEC rules and regulations. Each member of our audit committee meets the financial literacy requirements of the current Nasdaq listing standards. In addition, our Board has determined that both Mr. Buce and Ms. Carbone qualify as audit committee financial experts within the meaning of Item 407(d) of Regulation S-K under the Exchange Act. During 2023, the audit committee held six meetings. The responsibilities of our audit committee include, among other things:

•

selecting and hiring the independent registered public accounting firm to audit our financial statements;

•

helping to ensure the independence and performance of the independent registered public accounting firm;

•

approving audit and non-audit services and fees;

•

reviewing financial statements and discussing with management and the independent registered public accounting firm our annual audited and quarterly financial statements, the results of the independent audit and the quarterly reviews and the reports and certifications regarding internal controls over financial reporting and disclosure controls;

•

reviewing and discussing with management and the independent registered public accounting firm our policies with respect to earnings press releases and financial information and earnings guidance provided to the public;

•

preparing the audit committee report for inclusion in our annual proxy statement;

•

reviewing reports and communications from the independent registered public accounting firm;

•

reviewing our compliance with applicable laws and regulations, the adequacy and effectiveness of our legal, regulatory and ethical compliance policies and any material legal or regulatory matters relating to our financial statements, accounting policies or compliance procedures;

•

reviewing the adequacy and effectiveness of our internal controls and disclosure controls and procedures;

•

reviewing our major financial risk exposures and the steps we have taken to monitor and control those exposures, including our guidelines and policies with respect to risk assessment and management, as well as reviewing the risks and mitigation steps taken by management related to cybersecurity, data privacy, regulatory compliance, business continuity, disaster recovery and ESG (environmental, social & governance) measures and disclosures;

•

reviewing related-party transactions;

•

administering our whistleblower policy setting forth procedures for the receipt, retention and treatment of accounting-related complaints and the confidential submission by our employees of concerns regarding questionable accounting or auditing matters; and

•

reviewing and assessing annually the audit committee charter and the committee’s performance.

Our audit committee operates under a written charter that satisfies the applicable rules of the SEC and Nasdaq’s listing standards.

Compensation and Workforce Committee

We refer to our compensation and workforce committee as the compensation committee. Our compensation committee is comprised of Mmes. Carbone, Iosotaluno and Lantz. Ms. Iosotaluno serves as the chair of the compensation committee. Two of our former directors, Christopher Claus and John Mendel served as the chair of the compensation committee and as a member of the compensation committee, respectively, until their respective departures from the Board in June 2023. The composition of our compensation committee meets the requirements for independence under current Nasdaq listing standards and SEC rules and regulations. Each member of the compensation committee is also a non-employee director, as defined by Rule 16b-3 under the Exchange Act. The purpose of our compensation committee is to oversee our compensation policies, plans and benefit programs,

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significant matters related to our workforce and to discharge the responsibilities of our Board relating to the compensation of our executive officers. During 2023, the compensation committee held 10 meetings. The responsibilities of our compensation committee include, among other things:

•

overseeing our overall compensation philosophy and compensation policies, plans and benefit programs;

•

reviewing and approving our executive officers’ annual base salary, annual and quarterly incentive bonus (including the specific goals and amounts), equity compensation, employment agreements, severance agreements, change in control arrangements and other benefits, compensation or related arrangements;

•

reviewing, discussing with management and recommending to the Board our compensation-related disclosures required by the rules and regulations of the SEC, preparing the compensation committee report and overseeing our submissions to stockholders on executive compensation matters;

•

reviewing, approving and administering our compensation plans and programs, including our equity compensation plans, our director compensation program, our stock ownership guidelines and clawback policy and our 401(k) plan;

•

overseeing our programs and strategies related to talent development and retention, succession planning and our geographical footprint;

•

overseeing management’s risk assessment and risk management with respect to management succession planning, and talent acquisition and retention; and

•

reviewing and assessing annually the compensation committee charter and the committee’s performance.

Our compensation committee operates under a written charter that satisfies the applicable rules of the SEC and Nasdaq’s listing standards.

Nominating and Corporate Governance Committee

We refer to our nominating and corporate governance committee as our nominating committee. The committee is comprised of Ms. Lantz and Messrs. Buce and Harrington. Ms. Lantz serves as the chair of the nominating committee. Mr. Mendel served as the chair of the nominating committee until his departure from the Board in June 2023. The composition of our nominating committee meets the requirements for independence under current Nasdaq listing standards and SEC rules and regulations. During 2023, the nominating committee held four meetings. The responsibilities of our nominating committee include, among other things:

•

determining the qualifications, qualities, skills and other expertise required to be a director and recommending appropriate criteria to the Board for its approval;

•

identifying, evaluating and making recommendations to our Board regarding nominees for election to our Board and its committees and reviewing and considering any nominations of director candidates validly made by stockholders;

•

evaluating and making recommendations to our Board regarding the composition, structure, organization and governance of our Board and its committees;

•

developing, adopting, periodically reviewing and overseeing our corporate governance policies, procedures and guidelines, and reviewing, considering and recommending to the Board potential changes to our Charter or Bylaws;

•

reviewing any proposals properly submitted by stockholders for action at our annual meeting of stockholders and making recommendations to the Board regarding action to be taken in response to each such proposal;

•

reviewing and monitoring compliance by our directors and executive officers with our Code of Business Conduct and Ethics and investigating alleged breaches or violations thereof by such persons;

•

evaluating the performance and independence of individual directors and nominees; and

•

reviewing and assessing annually the nominating committee charter and the committee’s performance.

Our nominating committee believes that candidates for director should have certain minimum qualifications, including the highest professional and personal ethics and values, consistent with our Code of Business Conduct

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and Ethics, which is posted in the corporate governance section of our investor relations website at https://​ir.truecar.com/documents-and-charters. Candidates should have broad experience and demonstrated excellence in their fields. In addition, candidates for director should have:

•

relevant expertise upon which to draw in offering advice and guidance to management and be committed to enhancing stockholder value;

•

sufficient time to devote to the affairs of the Company and to carry out their duties; and

•

the ability to exercise sound business judgment and provide insight and practical wisdom based on experience.

Each director must represent the interests of all stockholders. Their service on the boards of directors of other public companies should be limited to a number that permits them, given their individual circumstances, to perform responsibly all director duties. The nominating committee retains the right to modify these qualifications from time to time.

The nominating committee reviews candidates for director in the context of the current composition of our Board, our operating requirements and the long-term interests of our stockholders. In conducting this assessment, the nominating committee considers the appropriate skills, experience and characteristics for members of the Board, including the appropriate role of diversity and such other factors as it deems appropriate given our current needs and those of our Board, to maintain a balance of knowledge, experience and capability. In the case of incumbent directors, the nominating committee reviews a director’s overall service during his or her term, including the number of meetings attended, level of participation, quality of performance and any other relationships and transactions that might impair his or her independence. Our Board believes that limiting the tenure of non-employee directors is important in ensuring that such directors maintain their independent status and the nominating committee refrains from recommending non-employees as director nominees if any such person will have completed four full, three-year terms as a director by the time the stockholder meeting to which such recommendation relates occurs. We have also engaged outside advisors to assist the nominating committee in identifying and considering the specific experiences, skills and attributes that may be appropriate or desirable to have represented on the Board by new directors in the future.

The nominating committee also makes recommendations to the Board with respect to whether the Board should determine that a nominee is independent under Nasdaq’s listing standards.

The nominating committee uses a variety of methods for identifying and evaluating nominees for director. The committee periodically assesses the appropriate size of our Board and whether any vacancies on our Board are expected due to retirement or otherwise. Candidates may come to the attention of the nominating committee through current members of our Board, professional search firms, stockholders or other persons. The nominating committee conducts any appropriate and necessary inquiries into the backgrounds and qualifications of possible candidates after considering the function and needs of our Board. The nominating committee meets to discuss and consider the candidates’ qualifications and then selects a nominee for recommendation to our Board by majority vote. The nominating committee evaluates these candidates at its meetings, which may take place at any point during the year. The nominating committee also assesses the effectiveness of the Board’s nomination policy as part of its periodic review of our corporate governance policies.

The nominating committee will consider candidates for our Board who meet the minimum qualifications as described above if properly recommended by stockholders holding at least one percent of the fully-diluted capitalization of the Company continuously for at least 12 months before the proposal. Proper recommendations will include the nominee’s name, contact information, biography and qualifications as well as a consent signed by the nominee and a statement from the recommending stockholder in support of the nominee and should be directed to our Corporate Secretary at our principal executive offices.

Our nominating committee operates under a written charter that satisfies the applicable rules of the SEC and Nasdaq’s listing standards.

Disclosure Committee

Our disclosure committee is comprised of Mr. Reigersman, our President and Chief Executive Officer; Mr. Foley, our Chief Financial Officer; Mr. Swart, our General Counsel and Secretary, Jay Ku, our Chief Revenue Officer, and

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other members of our management team. Mr. Foley and Mr. Swart serve as co-chairs of our disclosure committee. During 2023, the disclosure committee held four meetings, one before the filing of each quarterly and annual report filed in 2023. The responsibilities of our disclosure committee include, among other things:

•

assisting our Chief Executive Officer and Chief Financial Officer in fulfilling their responsibility to oversee the accuracy, completeness and timeliness of public disclosure made by the Company;

•

designing, adopting, implementing and monitoring appropriate procedures and policies to ensure accurate and timely collection of information for inclusion in our SEC filings; press releases containing financial information, earnings guidance, information about material acquisitions or dispositions or other material information; broadly disseminated correspondence; presentations of financial information or earnings guidance and other presentations to stockholders or the investment community; and disclosures relating to our results of operations and financial position or our securities posted to our website or through social media channels, which we collectively refer to as our Disclosure Statements;

•

establishing and reviewing timelines relating to the preparation and filing of our Disclosure Statements;

•

establishing policies and procedures to ensure relevant personnel timely report information potentially requiring disclosure;

•

participating in discussions and making recommendations to our Chief Executive Officer and Chief Financial Officer regarding decisions relating to the materiality of information and the determination of disclosure obligations with respect to Disclosure Statements;

•

establishing responsibility and lines of communication throughout our operations and business units for collecting relevant information on a timely basis, including making periodic inquiries with relevant personnel possessing information potentially requiring disclosure;

•

reviewing drafts of our Disclosure Statements, and discussing disclosure matters and our filings to ensure completeness and accuracy of content;

•

coordinating, as necessary, the review of our Disclosure Statements with our Chief Executive Officer, Chief Financial Officer, independent accountants, internal auditors, outside legal counsel and the audit committee; and

•

periodically reporting to the Chief Financial Officer and to the chair of the audit committee on disclosure issues and the committee’s findings regarding the effectiveness of its procedures and policies, including any weaknesses identified therein or in our disclosure controls and procedures generally.

Our disclosure committee operates under a written charter.

Compensation Committee Interlocks and Insider Participation

No member of our compensation committee has ever been an executive officer or employee of ours. Ms. Iosotaluno served on our compensation committee throughout 2023 and Mmes. Carbone and Lantz have served on our compensation committee since June 2023. Messrs. Claus and Mendel served on our compensation committee until their respective departures in June 2023. None of our executive officers currently serves, or has served during the last completed fiscal year, on the compensation committee or board of directors of any other entity that has one or more executive officers serving as a member of our Board or compensation committee.

Code of Business Conduct and Ethics

We have adopted a Code of Business Conduct and Ethics that is applicable to all of our employees, officers and directors, including our President and Chief Executive Officer, Chief Financial Officer and other executive and senior financial officers. The Code of Business Conduct and Ethics is available on our website at https://ir.truecar.com/​documents-and-charters. We intend to disclose on our website any amendments to the code, or any waivers of its requirements.

17

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PROXY STATEMENT

Board Leadership Structure

Our Board currently believes that we are best served by separating the roles of a chair of the Board and Chief Executive Officer. Mr. Reigersman, our President and Chief Executive Officer, is the director with the most in-depth understanding of our business. He is also a seasoned financial operator with extensive experience with growth companies. Consequently, Mr. Reigersman is most capable of effectively identifying strategic priorities and leading the discussion and execution of strategy. Consequently, Mr. Reigersman is most capable of effectively identifying strategic priorities and leading the discussion and execution of strategy. Ms. Carbone serves as the chair of the Board. Independent directors and management have different perspectives and roles in strategy development. Our independent directors bring experience, oversight and expertise from both within and outside the automotive industry, while our President and Chief Executive Officer brings company-specific perspective and industry expertise. Our Board believes that separating the roles of chair of the Board and Chief Executive Officer is the best leadership structure for us at the current time because it promotes the efficient and effective development and execution of our strategy and facilitates information flow between management and our Board, which are essential to effective governance.

Board’s Role in Risk Oversight

Management, which is responsible for day-to-day risk management, continually monitors the material enterprise risks we face, including strategic risks, operational risks, financial risks, credit risks, liquidity risks and legal and compliance risks.

The Board is responsible for overseeing our identification and management of, as well as planning for, those risks. The Board has delegated to certain committees oversight responsibility for those risks that are directly related to their area of focus (see descriptions of our Board committees’ areas of responsibilities above) to identify, assess and mitigate risks facing the Company. The Board and its committees exercise their risk oversight function by receiving and evaluating reports from management and by making inquiries of management, as appropriate. In addition, the Board and its committees receive reports from our auditors and other consultants, and meet in executive sessions with these outside consultants. Each of our committees provides reports to the full Board, which enhances the Board’s oversight of risk.

Information on Compensation Risk Assessment

Management periodically reviews our incentive compensation programs at all levels within the organization. Employee cash bonuses are based on company-wide and individual performance, and management (with respect to our non-executive employees) and our compensation committee (with respect to our executive officers) have discretion to adjust bonus payouts. Equity awards for new hires are based on the employee’s position, prior experience, qualifications and the market for particular types of talent; and any additional grants are based on employee performance and retention objectives. Equity awards generally have long-term vesting requirements to ensure that recipients’ focus is on our long-term success. The compensation committee reviewed our incentive compensation structure during 2023. Based on this review, the compensation committee does not believe that our compensation policies and practices, taken as a whole, create risks that are reasonably likely to have a material adverse impact on us.

Diversity, Equity & Inclusion

TrueCar has made significant strides in fostering an inclusive and dynamic workplace culture while advancing our commitment to delivering best-in-class products for our consumers and partners. Our core values of ambition, focus, evolution, and teamwork resonate deeply with our DEI efforts and achievements in 2023.

Employee Demographic Data

As of December 31, 2023, approximately 39.7% of our employees self-identified as women and approximately 44.6% of our employees self-identified as racially or ethnically diverse. During 2023, we increased the percentage of racially or ethnically diverse employees by 4.9%, with the representation of American Indian or Alaska Native

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rising 0.3%, Asian rising 0.7%, Black or African American rising 0.9%, Hispanic or Latino rising 2.8% and Native Hawaiian or Other Pacific Islander rising 0.8% year-over-year.

Progress Highlights

Throughout 2023, TrueCar prioritized two primary goals: building a diverse team and creating opportunities for learning, connection, and celebrating our diversity.

Executive Leadership Engagement:   TrueCar’s Director of DEI, alongside our People Business Partners, collaborated closely with executive leaders to conduct quarterly business reviews. These reviews, analyzing DEI demographic data at both organizational and functional levels, provided valuable insights into our current state, progress made, and areas for improvement. The Director of DEI and the Talent Acquisition team facilitated hiring strategy meetings with senior leadership from functional areas hiring in 2023 to discuss the strategy and approach to building diverse candidate pipelines and identifying, recruiting, and hiring top talent within the auto and tech industries. We were excited to continue TrueCar’s commitment to DEI with our newly appointed CEO, Jantoon Reigersman, and hosted a fireside chat about allyship with an external guest speaker. This event was held in TrueCar’s Santa Monica office with local employees attending and was also broadcast online to remote employees. This created a unique opportunity for employees to get to know the new CEO while learning about his background, viewpoint, and ideas on allyship and DEI. In 2024, we remain dedicated to aligning our DEI initiatives with our core values and collaborating with key stakeholders to ensure critical processes across the company are aligned with our DEI principles.

People Programs & Processes:   One of our core focuses in 2023 was ensuring we had a highly qualified and diverse candidate pool for our hiring managers and interview panels. Our Talent Acquisition team expanded sourcing strategies by partnering with specialized job board organizations and affinity groups such as Women in Technology and Latino Professionals, promoting our job listings to a broader audience. We created an “Interview 101” required training for all hiring managers and interview panelists, ensuring consistency and fairness in our recruitment and hiring process. Additionally, our Compensation Team conducted bi-annual reviews to monitor and analyze market pay data, ensuring equitable compensation practices across the organization. In 2024, our focus remains on sourcing and hiring a diverse workforce through structured recruitment processes, along with a renewed emphasis on employee retention.

Connection, Community, and Celebration:   Throughout 2023, TrueCar continued its flagship History, Heritage, and Awareness Month Programming, celebrating cultural diversity and fostering employee dialogue and understanding. During Black History Month, Women’s History Month, Asian American Pacific Islander Heritage Month, LGBTQ+ Pride Month, and Hispanic/Latinx Heritage Month, our programming provided authentic opportunities for learning, connection, and celebration. Our Employee Resource Groups (ERGs), including People of Color and Women ERGs,

19

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PROXY STATEMENT

played integral roles in planning and executing these events. Our Women ERG collaborated with an executive coaching firm to offer professional development workshops on accountability, communication, and motivation. As a dynamic and fully remote organization, TrueCar understands the significance of fostering belonging and connection among employees, which are paramount for their health and wellbeing. In 2023, we partnered with a clinical psychologist to conduct quarterly sessions on emotional health management. These sessions aimed to equip employees with valuable tools and support, ensuring their holistic wellbeing and resilience. Looking ahead, we are excited to introduce Disability Pride Month in July, expanding our dimensions and discussions of diversity and providing further opportunities for development, allyship, and connection through our ERGs.

Communications:   In 2023, TrueCar utilized various communication channels, including email, video, and our internal intranet, to share quarterly DEI updates with all employees, ensuring transparency, consistency, and alignment with our organizational goals. On the consumer side, we introduced the TrueCar Blog in Spanish to enhance accessibility to the car-buying experience, providing in-language research tools and market updates. The launch of our internal intranet, featuring a dedicated DEI page, offered employees access to organizational demographic data, learning resources, and a DEI calendar highlighting holidays and observances. Looking ahead, we aim to further promote our DEI efforts through additional communication channels, such as all-company meetings and creating a DEI dashboard within our internal intranet. We also plan to launch our “Driven To Vote” campaign, encouraging voter registration amongst our employees and providing the needed time off to vote.

Learning and Development:   In 2023, TrueCar facilitated Unconscious Bias training for all employees, empowering individuals to recognize and mitigate biases. Moving forward in 2024, we plan to continue offering Unconscious Bias training to new hires and to develop a foundation of DEI and allyship training tailored to specific teams and functions. We aim to start offering this new training to specific teams towards the end of the year. Additionally, we plan to expand our intranet’s DEI page to serve as a centralized repository of learning resources, fostering self-directed learning and continuous growth.

2023 Non-Employee Director Compensation

The following table presents compensation information for our non-employee directors, or our Outside Directors during the year ended December 31, 2023. Directors who are also our employees receive no additional compensation for service as a director. Compensation paid to Messrs. Reigersman and Darrow is discussed in “Executive Compensation.”

Name	Fees Earned or Paid in Cash ($)(1)		Stock Awards ($)(2)		Total ($)
Barbara A. Carbone	​	92,604	​	149,999	242,603
Robert E. Buce	​	67,708	​	149,999	217,707
Christopher W. Claus(3)	​	45,389	​	—	45,389
Brendan L. Harrington	​	60,000	​	149,999	209,999
Faye M. Iosotaluno	​	76,563	​	149,999	226,562
Erin N. Lantz	​	76,458	​	149,999	226,457
John W. Mendel(4)	​	34,639	​	—	34,639

(1)

Consists of the annual retainer fee for service as a member of the Board or any Board committee. For further information concerning such fees, see the section below entitled “Outside Director Compensation Policy — Cash Compensation.”

(2)

The amount represents the aggregate grant-date fair value of the restricted stock units, or RSUs, as calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718. The assumptions used in calculating the grant-date fair value of the RSUs are set forth in Note 12 to our audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023.

(3)

Mr. Claus retired from the Board on June 22, 2023. As a result, Mr. Claus was not entitled to receive an annual award of RSUs in 2023.

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PROXY STATEMENT

(4)

Mr. Mendel retired from the Board on June 22, 2023. As a result, Mr. Mendel was not entitled to receive an annual award of RSUs in 2023.

The following table presents the aggregate number of stock awards and the aggregate number of option awards outstanding for each non-employee director as of December 31, 2023:

Name	Outstanding Stock Awards at December 31, 2023(1)		Outstanding Options at December 31, 2023(2)
Barbara A. Carbone	​	69,767	​	—
Robert E. Buce	​	69,767	​	83,812
Christopher W. Claus(3)	​	—	​	—
Brendan L. Harrington	​	203,995	​	—
Faye M. Iosotaluno	​	93,463	​	—
Erin N. Lantz	​	69,767	​	62,885
John W. Mendel(4)	​	—	​	—

(1)

Represents unvested RSUs.

(2)

Represents exercisable options.

(3)

Mr. Claus retired from the Board on June 22, 2023.

(4)

Mr. Mendel retired from the Board on June 22, 2023.

Outside Director Compensation Policy

Our Board adopted a policy in 2014, which was last amended by the Board in March 2020, for the compensation of non-employee directors, or Outside Directors, which we refer to as our Outside Director Compensation Policy. Under the Outside Director Compensation Policy, our Outside Directors receive compensation in the form of equity under the terms of our primary equity incentive plan. Prior to 2023, our 2014 Equity Incentive Plan, which we refer to as the 2014 Plan, was our primary equity incentive plan. In 2023, our stockholders approved our 2023 Equity Incentive Plan, which we refer to as the 2023 Plan, at our 2023 annual meeting of stockholders. The 2014 Plan was terminated upon approval of the 2023 Plan and the 2023 Plan is currently our only equity incentive plan, but prior awards granted under the 2014 Plan continue to be subject to the terms and provisions of the 2014 Plan. Outside Directors also receive cash compensation for their services with the exception of any Outside Directors who are affiliated with a venture capital investor in the Company. We currently have no Outside Directors affiliated with any such venture capital investors.

Our compensation committee regularly reviews and evaluates the Outside Director Compensation Policy in consultation with Semler Brossy Consulting Group, LLC, or Semler Brossy, an independent compensation consulting firm it has retained as described elsewhere in this proxy statement. Semler Brossy provides the compensation committee with competitive data and analysis regarding non-employee director compensation that the compensation committee considers in reviewing our Outside Director Compensation Policy. The compensation committee endeavors to update the Outside Director Compensation Policy so that it provides reasonable compensation to our Outside Directors that is appropriately aligned with our peers and is commensurate with the services and contributions of our Outside Directors.

Initial Award.   Under the Outside Director Compensation Policy, each person who first becomes an Outside Director is granted an award of RSUs with a grant date fair value of $300,000, which we refer to as an Initial Award. Each Initial Award is automatically granted on the date the recipient first becomes an Outside Director. If a director’s status changes from an employee director to an Outside Director, he or she will not receive an Initial Award.

Except as set forth below, an Initial Award vests in three approximately equal annual installments over three years from the 15th day of the month during which the individual commenced service as an Outside Director, subject to continued service as a director through the applicable vesting dates.

Any RSUs under an Initial Award that are scheduled to vest on or after the date of the third annual meeting following the annual meeting at which the Initial Award is granted, in the case of an Initial Award granted at an

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PROXY STATEMENT

annual meeting, or the date of the fourth annual meeting following the grant of the Initial Award, in the case of other Initial Awards, will instead vest on the day before that date.

Annual Award.   On the date of each annual meeting, each Outside Director who has served on our Board for at least the preceding six months will be automatically granted an award of RSUs with a grant date fair value of $150,000, which we refer to as an Annual Award. Except as set forth below, the RSUs under an Annual Award will vest on the last day of the month that includes the 12-month anniversary of the date of grant of the Annual Award, subject to continued service as a director through the vesting date.

In 2023, in connection with the approval of the 2023 Plan at the 2023 annual meeting and corresponding termination of the 2014 Plan, the Board delayed the grant of the Annual Awards scheduled to be granted on the date of the 2023 annual meeting so that each such grant would instead occur on the date that the registration statement registering shares issuable pursuant to the 2023 Plan was filed with the SEC and deemed effective. As a result, the 2023 Annual Awards were granted on June 23, 2023 rather than the June 22, 2023, the date of the 2023 annual meeting.

Messrs. Claus and Mendel retired from the Board on June 22, 2023. As a result, neither Messrs. Claus nor Mendel was granted an Annual Award in 2023.

Any RSUs under an Annual Award that are scheduled to vest on or after the date of the following year’s annual meeting will instead vest on the day before the following year’s annual meeting.

Under the terms of each of the 2014 Plan and 2023 Plan, if the service of an Outside Director is terminated on or after a change in control, other than by a voluntary resignation, his or her RSUs will vest fully. Awards granted under our Outside Director Compensation Policy are granted under, and subject to the other terms and conditions of, our 2014 Plan if granted prior to June 22, 2023 and our 2023 Plan if granted thereafter. Each of our 2014 Plan and 2023 Plan provides that no Outside Director may be granted, in any fiscal year, cash-settled or stock-settled equity awards with a grant date fair value (determined in accordance with GAAP) of more than $750,000, with this limit increased to $1,500,000 in connection with grants awarded upon his or her initial appointment or election.

Cash Compensation.   Each Outside Director receives an annual retainer of $55,000 in cash for serving on our Board, or the Annual Fee. In addition to the Annual Fee, an Outside Director who serves as chair of the Board or lead independent director, as applicable, will be entitled to an additional annual retainer of $25,000 in cash.

Outside Directors serving as chair and members of the committees of our Board are entitled to the annual cash retainers set forth below.

Board Committee	Chair Fee ($)		Member Fee ($)
Audit Committee	​	20,000	​	10,000
Compensation and Workforce Committee	​	15,000	​	7,500
Nominating and Corporate Governance Committee	​	10,000	​	5,000

All cash retainers under the Outside Director Compensation Policy will be paid in quarterly installments to each Outside Director that served in the relevant capacity at any point during the immediately preceding fiscal quarter no later than 30 days following the end of such preceding fiscal quarter.

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires our directors, executive officers, and persons who beneficially own more than 10% of our common stock, to file initial reports of ownership and reports of changes in ownership of our common stock and our other equity securities with the SEC, and to furnish us with copies of such reports. Based solely on our review of the reports provided to us and on representations received from our directors and executive officers, we believe that all of our directors, executive officers and persons who beneficially own more than 10% of our common stock complied with all Section 16(a) filing requirements applicable to them with respect to transactions during fiscal year 2023, except that due to an administrative oversight, one late Form 4 was filed on behalf of Robert Buce on June 28, 2023 to report a single transaction that occurred on June 23, 2023 in connection with the grant of Mr. Buce’s Annual Award.

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PROXY STATEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information regarding beneficial ownership of our common stock as of February 29, 2024 by:

•

each person or group of affiliated persons known by us to be the beneficial owner of more than 5% of our common stock;

•

each of our named executive officers;

•

each of our directors; and

•

all of our current executive officers and directors as a group.

We have determined beneficial ownership in accordance with the rules of the SEC, and the information is not necessarily indicative of beneficial ownership for any other purpose. Unless otherwise indicated below, to our knowledge, the persons and entities named in the table have sole voting and sole investment power with respect to all shares that they beneficially own, subject to community property laws where applicable. In computing the number of shares of our common stock beneficially owned by a person and the percentage ownership of that person, we deemed outstanding shares of our common stock subject to options or RSUs held by that person that are currently exercisable or exercisable within 60 days of February 29, 2024. We did not deem these shares outstanding, however, for the purpose of computing the percentage ownership of any other person. We have based percentage ownership of our common stock on 91,212,780 shares of our common stock outstanding as of February 29, 2024. Unless otherwise indicated, the address of each beneficial owner listed on the table below is c/o TrueCar, Inc., 1401 Ocean Ave, Suite 200, Santa Monica, California 90401.

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PROXY STATEMENT

Name of Beneficial Owner	Number of Shares Beneficially Owned		Percent of Shares Outstanding
5% Stockholders:	​	​	​	​
Caledonia (Private) Investments Pty Limited(1)	​	18,365,289	​	20.1%
Cannell Capital LLC(2)	​	8,150,632	​	8.9%
United Services Automobile Association(3)	​	7,962,245	​	8.7%
BlackRock, Inc.(4)	​	7,488,229	​	8.2%
AutoNation, Inc.(5)​	​	5,370,000	​	5.9%
Named Executive Officers and Directors and Director Nominees:	​	​	​	​
Jantoon E. Reigersman(6)​	​	607,193	​	*
Oliver M. Foley(7)​	​	9,375	​	*
Jeffrey J. Swart(8)​	​	1,194,546	​	1.3%
Jay J. Ku(9)​	​	14,050	​	*
Barbara A. Carbone(10)	​	137,937	​	*
Robert E. Buce(11)	​	512,428	​	*
Faye M. Iosotaluno(12)​	​	92,848	​	*
Erin N. Lantz(13)​	​	249,471	​	*
Brendan L. Harrington(14)​	​	77,513	​	*
Diego A. Rodriguez(15)​	​	—	​	*
All current executive officers and directors and director nominees as a group (10 persons)(16)	​	2,895,361	​	3.3%

*

Represents beneficial ownership of less than 1%.

(1)

Based on the most recently available Schedule 13G/A filed with the SEC on February 14, 2019, Caledonia (Private) Investments Pty Limited (“Caledonia”) held sole voting and dispositive power with respect to all 18,365,289 reported shares. The Schedule 13G/A filed by Caledonia provides information as of December 31, 2023 and, consequentially, the beneficial ownership of Caledonia may have changed between December 31, 2023 and February 29, 2024. The address for Caledonia is Level 10, 131 Macquarie Street, Sydney, NSW, 2000, Australia.

(2)

Based on the Schedule 13G filed with the SEC on February 14, 2023, Cannell Capital LLC and its managing member, J. Carlo Cannell, (together, “Cannell”) held shared voting power of 8,150,632 shares, and shared dispositive power of 8,150,632 shares. The Schedule 13G/A filed by Cannell provides information as of December 31, 2023 and, consequently, the beneficial ownership of Cannell may have changed between December 31, 2023 and February 29, 2024. The address for Cannell is 245 Meriwether Circle, Alta, WY 83414.

(3)

Based on the most recently available Schedule 13G/A filed with the SEC on February 13, 2018, supplemented by Company records, the United Services Automobile Association (“USAA”) beneficially owned 7,962,245 shares held of record by USAA. The Schedule 13G/A filed by USAA provides information as of December 31, 2023 and, consequently, the beneficial ownership of USAA may have changed between December 31, 2023 and February 29, 2024. The address for USAA is 9800 Fredericksburg Road, San Antonio, Texas 78288.

(4)

Based on the most recently available Schedule 13G/A filed with the SEC on February 3, 2023, BlackRock, Inc. (“BlackRock”) held sole voting power of 7,133,678 shares and sole dispositive power of 7,488,229 shares. The Schedule 13G/A filed by BlackRock provides information as of December 31, 2022 and, consequently, the beneficial ownership of USAA may have changed between December 31, 2022 and February 29, 2024.The address for BlackRock is 55 East 52nd Street, New York, New York 10055.

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(5)

Based on the Schedule 13G filed with the SEC on November 14, 2022, AutoNation, Inc. and Auto Holdings, LLC (together, “AutoNation”) held shared voting power of 5,370,000 shares, and shared dispositive power of 5,370,000 shares. The Schedule 13G/A filed by AutoNation provides information as of November 4, 2022 and, consequently, the beneficial ownership of AutoNation may have changed between November 4, 2022 and February 29, 2024. The address for AutoNation is 200 SW 1st Ave, Fort Lauderdale, Florida 33301.

(6)

Consists of (i) 224,713 shares held of record by Mr. Reigersman, (ii) 207,135 shares subject to outstanding options exercisable within 60 days of February 29, 2024, (iii) 175,345 shares issuable upon the vesting of RSUs and PSUs within 60 days of February 29, 2024.

(7)

Consists of (i) 9,375 shares issuable upon the vesting of RSUs within 60 days of February 29, 2024.

(8)

Consists of (i) 191,898 shares held of record by Mr. Swart, (ii) 954,890 shares subject to outstanding options exercisable within 60 days of February 29, 2024 and (iii) 47,758 shares issuable upon the vesting of RSUs and PSUs within 60 days of February 29, 2024.

(9)

Consists of (i) 14,050 shares held of record by Mr. Ku.

(10)

Consists of 137,937 shares held of record by Ms. Carbone.

(11)

Consists of (i) 110,424 shares held of record by Mr. Buce, (ii) 332,356 shares held of record by the Robert E. Buce and Barbara T. Buce Living Trust for which Mr. Buce serves as trustee and (iii) 69,648 shares subject to outstanding options exercisable within 60 days of February 29, 2024.

(12)

Consists of 92,848 shares held of record by Ms. Iosotaluno.

(13)

Consists of (i) 186,586 shares held of record by Ms. Lantz and (ii) 62,885 shares subject to outstanding options exercisable within 60 days of February 29, 2024.

(14)

Consists of 77,513 shares held of record by Mr. Harrington.

(15)

Mr. Rodriguez is a new director nominee.

(16)

Consists of (i) 1,035,969 shares held of record by our current executive officers and directors, (ii) 332,356 shares held of record by trusts of which certain of our current directors serve as trustees, (iii) 1,294,558 shares subject to outstanding options exercisable within 60 days of February 29, 2024, and (iv) 232,478 shares issuable upon the vesting of RSUs and PSUs within 60 days of February 29, 2024.

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PROXY STATEMENT

COMPENSATION DISCUSSION AND ANALYSIS

Our named executive officers, or NEOs, for 2023 consist of our current and former principal executive officers, which we refer to as Chief Executive Officers, or CEOs, our current and former principal financial officers, which we refer to as Chief Financial Officers, or CFOs, and our two next most highly compensated executive officers (who were our only other executive officers serving as of December 31, 2023).

The NEOs among our currently serving executives are:

•

Jantoon E. Reigersman, our President and CEO and a member of the Board;

•

Oliver M. Foley, our CFO;

•

Jeffrey J. Swart, our Executive Vice President, or EVP, General Counsel and Secretary; and

•

Jay J. Ku, our Chief Revenue Officer.

The NEOs among our former executives are:

•

Michael D. Darrow, our former President and CEO; and

•

Teresa T. Luong, our former CFO.

Executive Summary

Executive Transitions

We experienced considerable leadership change in 2023:

•

CEO Transition:   Mr. Reigersman became our President and CEO in June 2023, succeeding Mr. Darrow, who ceased serving as CEO and departed at that time. Mr. Reigersman previously served as our Chief Operating Officer, or COO, since March 2022, and served as our CFO, from January 2021 to February 2023.

•

CFO Transition:   As noted above, Mr. Reigersman served as CFO until February 2023 when Teresa Luong was promoted to CFO. In October 2023, Mr. Foley was appointed as CFO replacing Ms. Luong, who ceased serving as CFO and departed at that time.

•

Chief Revenue Officer Appointment:   Mr. Ku was promoted to the Chief Revenue Officer role in September 2023 after having served as our Chief Commerce Officer since February 2023.

Business Overview

We are a leading automotive digital marketplace that enables car buyers to connect to our network of Certified Dealers. We are building the industry’s most personalized and efficient car buying experience as we seek to bring more of the purchasing process online. Our TrueCar+ offering incorporates elements of an “end-to-end” car-buying experience for consumers, which, when complete, we envision will allow them to complete all of the steps of purchasing a vehicle from participating TrueCar Certified Dealers, from researching vehicles, to trading in their

26    

Compensation Discussion and Analysis​

2024 ANNUAL

PROXY STATEMENT

current vehicles, to obtaining insurance and financing products, to accepting delivery and signing the necessary legal documents, all without leaving their homes.

Overview of 2023 Corporate Performance

As 2023 came to a close, we saw signs that some of the macroeconomic headwinds that have impacted our business over the past three years, including vehicle inventory levels, have eased. Nevertheless, the primary macroeconomic challenge that has emerged over the last several quarters is decreasing affordability for consumers due to both higher interest rates and vehicle prices remaining elevated compared to prior to the coronavirus pandemic.

•

New vehicle inventories continue to increase.   In the fourth quarter of 2023, new vehicle inventory reached its highest level since March 2021, finishing the year at 2.3 million units, up 44% year over year and up 13% from the end of the third quarter of 2023. Sales growth in this environment could not keep pace with inventory growth contributing to an increase in new vehicle days’ supply, which finished the year at 41 days, marking the highest year-end total in the last two years (up from 33 days at the end of 2022 and 23 days at the end of 2021).

•

Pricing trends indicate a shift towards a “buyer’s market” for new vehicles.   The percentage of new vehicle sales over the manufacturer’s suggested retail price (MSRP) fell to 30% in December 2023, which was down from 49% in December 2022 and 39% in September 2023. Similarly, the average value of incentives on new car sales in December 2023 doubled year over year (from $1,335 to $2,687) and grew 14% (up from $2,367) since September 2023. Used vehicle prices, on the other hand, did not mirror this improvement in 2023, with the average used vehicle listing price in December 2023 down only 2% year over year.

•

Vehicle affordability remains an issue due to macroeconomic factors.   The average APR on a new vehicle loan in December 2023 was 6.9%, up slightly from 6.7% in December 2022, but significantly higher than the 4.3% average APR in December 2021. The increase is even more pronounced for used vehicle financing with an average APR of 11.2% in December 2023, up from 10.0% and 7.5% in the same period in 2022 and 2021, respectively. Further, despite the return of new vehicle incentives and a greater share of new vehicle sales being below MSRP, the average new vehicle list price in December 2023 was approximately $48,200, 30% higher than the December 2019 average new vehicle list price of approximately $37,200.

In June 2023, we announced a strategic restructuring intended to streamline our organization which included a workforce reduction of approximately 102 positions, or 24% of our employee headcount. We also appointed Jantoon Reigersman as our CEO in connection with this strategic restructuring, as discussed further in this Compensation Discussion and Analysis.

Below is a summary of our key results in 2023.

•

Units(1) of 318,578, down from 340,940 in 2022.

•

Total revenue of $158.7 million, down 1.7% from $161.5 million in 2022, and net loss of $(49.8) million compared to a net loss of $(118.7) million in 2022.

•

Adjusted EBITDA(2) of $(13.7) million, representing an Adjusted EBITDA margin(3) of (8.6)%, compared to Adjusted EBITDA of $(29.9) million, representing an Adjusted EBITDA margin of (18.5)%, in 2022.

(1)

We define units as the number of automobiles purchased from TrueCar Certified Dealers that are matched to users of TrueCar.com, our TrueCar branded mobile applications or the car-buying sites and mobile applications we maintain for our affinity group marketing partners. A unit is counted after we have matched the sale to a TrueCar user with a TrueCar Certified Dealer. We view units as a key indicator of the growth of our business, the effectiveness of our product and the size and geographic coverage of our network of TrueCar Certified Dealers.

(2)

Adjusted EBITDA is not a measure of our financial performance under GAAP and should not be considered as an alternative to net income, operating income or any other measures derived in accordance with GAAP. Refer to Annex A for a definition of Adjusted EBITDA and a reconciliation of Adjusted EBITDA to net income (loss), the most directly comparable GAAP measure.

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(3)

Adjusted EBITDA margin is a non-GAAP financial measure calculated as Adjusted EBITDA divided by total revenue.

Overview of 2023 Executive Compensation

We continued to make select limited increases in target total pay opportunities with a focus on motivating and retaining key personnel, encouraging long-term value creation for investors, and maintaining a strong pay for performance relationship.

✓

Aside from increases for Mr. Reigersman and Ms. Luong to reflect their promotions to CEO and CFO, respectively, there were no increases to target cash compensation levels (base salary or target bonus) in 2023. Target cash compensation levels for Messrs. Ku and Foley were generally set at the same levels of other senior executives.

✓

Equity awards increased 13% for Mr. Reigersman based on the grant date fair value of such awards, as reported in the Summary Compensation Table. This is inclusive of the one-time promotion equity award of 663,716 RSUs with a grant date fair value of $1,559,733. Equity awards decreased 39% for Mr. Swart based on the grant date fair value of such awards as reported in the Summary Compensation Table. Equity awards for Messrs. Ku and Foley were generally set at the same levels of other senior executives since this grant was their first annual long term incentive award.

Our annual incentive program for 2023 and our long-term incentive program for the three-year period ended March 14, 2024 both paid out below target with the annual incentive program paying out at 77.2% of target and the 2021 performance-based equity units paying out at 80% of target.

✓

Our incentive program for 2023 consisted of financial goals and strategic goals. Due to continued macroeconomic uncertainty, the committee approved a semi-annual structure to measure 2023 financial goal performance with independent goals set for each of the first half of the fiscal year and second half of the fiscal year. In connection with selecting the financial goals for the second half of 2023, the committee also set an overall full-year bonus cap at 90% of target. When combining the financial results with our full-year strategic results, the total overall program paid out at 77.2% of target.

✓

The Performance-based RSUs, or PSUs, granted to our executives in 2021 with a performance period ending on March 14, 2024 vested below target at 80% based on our total stockholder return, or TSR, performance relative to the Russell 2000 Total Return Index, or the Index.

Due to our CEO transition, we provided our departing CEO with certain severance benefits as required by his employment agreement and provided our new CEO with certain compensation adjustments to reflect his new role, including an increased salary, bonus and a promotional equity award.

✓

Departing CEO Severance:   Mr. Darrow was terminated from his position as CEO without cause in June 2023. In connection with his termination, Mr. Darrow signed a separation and release agreement which provided Mr. Darrow with the benefits outlined below in exchange for releasing us from certain claims, as provided by his employment agreement. Mr. Darrow was not provided with any severance benefits not contemplated by such employment agreement.

➢

Salary Severance:   Mr. Darrow was provided with continuing cash payments equal to $590,000 in the aggregate, the equivalent of 12 months of Mr. Darrow’s base salary. Such payments are required to be made in accordance with our regular payroll practices over the 12 months following Mr. Darrow’s termination;

➢

Bonus Severance:   Mr. Darrow was provided with a lump sum payment of $590,000, equal to Mr. Darrow full target bonus for 2023, which was paid on the same date that we paid our bonuses to our other executives;

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➢

Equity Acceleration:   The vesting of Mr. Darrow’s options and RSUs were accelerated such that the options and RSUs that would have vested in the 12-month period following his termination vested upon the effectiveness of his separation agreement; and

➢

Other Benefits:   Mr. Darrow was also provided with typical continuing health benefits for the 12-month period following his termination or until he secured other employment that provided similar health benefits.

✓

New CEO Compensation:   In connection with his appointment as CEO in June 2023, we entered into an amended employment agreement with Mr. Reigersman providing for the following compensation:

➢

Base Salary:   Mr. Reigersman was provided with an annual base salary of $500,000, an 11% increase relative to Mr. Reigersman’s prior salary and an 18% decrease relative to Mr. Darrow’s salary at the time of his termination;

➢

Bonus:   Mr. Reigersman is eligible for an annual bonus targeted at 100% of base salary, consistent with the bonus target provided to our past CEOs;

➢

Equity:   Mr. Reigersman was granted a one-time promotion equity award of 663,716 RSUs, with a grant date fair value of $1,559,733; and

➢

Employment Agreement:   Mr. Reigersman’s employment agreement contains termination provisions that are in-line with prevailing market practices and consistent with other NEOs.

We are committed to responsible executive compensation and governance practices. The following table summarizes what we do and what we don’t do in our executive compensation practices to highlight both the responsible practices we have implemented and the practices we have avoided to best serve our stockholders’ long-term interests:

WHAT WE DO
	Pay-for-performance (approximately 98% of CEO target pay is tied to performance through equity and cash incentives, including base salary, bonus and equity grants)
	Include multi-year performance-vesting equity awards
	Maintain robust stock ownership guidelines and a clawback policy for performance-based compensation
	Retain an independent compensation consultant who reports directly to the compensation committee
	Solicit advisory votes on our executive compensation program annually and engage in stockholder outreach

WHAT WE DON’T DO
	No automatic “single trigger” cash or vesting acceleration upon a change in control
	No option repricings or exchanges without stockholder approval
	No hedging or pledging by executive officers or directors
	No tax gross ups on severance or change in control benefits
	No excessive executive perquisites

Stockholder Engagement and Response to Say-on-Pay Votes

We regularly reach out to our larger stockholders and meet with such stockholders if they express an interest in speaking with us. We have made numerous changes over the years to our compensation program in response to

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stockholder feedback on the design of our compensation program, including as it relates to the design of our cash incentive and equity award programs, the composition of our peer group, the scope and content of our disclosures and the adoption of new policies.

In 2023, approximately 99% of the total votes cast supported our say-on-pay proposal, which is an increase relative to the already high level of support received in 2022. We value the views of our stockholders and have continued our stockholder outreach. As a result of the stockholder support for our 2023 say-on-pay proposal and continued stockholder outreach, our compensation committee has increasingly focused on utilizing compensation packages that reward the company’s performance.

Our compensation committee will monitor and continue to evaluate our executive compensation program going forward in light of our stockholders’ views and our transforming business needs. Our compensation committee expects to continue to consider the outcome of our say-on-pay votes and our stockholders’ views when making future compensation decisions for our executive officers.

Compensation Philosophy and Design Strategies

The compensation committee works to design a compensation program for our NEOs to facilitate the attraction and retention of key executive talent in a highly competitive technology job market, align employees’ interests with those of stockholders and motivate the creation of sustainable growth in enterprise value. We recognize that our employees are our greatest asset and drive our operational results and the creation of sustainable growth. As such, we strive to provide NEO total pay packages that:

✓

incentivize and reward performance that creates and supports stockholder value by:

➢

setting a large portion of pay as “at risk” pay that depends on both individual and our company’s performance; and

➢

providing long-term equity incentives through a mix of equity instruments, including performance-vesting instruments, both to incentivize the creation of stockholder value and to provide strong retention incentives;

✓

are competitive with companies of comparable size and scope, and balance the need to provide competitive and stable compensation through an appropriate combination of base salary and short- and long-term incentives that drive stockholder value;

✓

take into consideration an individual’s work experience and importance to the organization; and

✓

are internally equitable for NEOs in positions of comparable responsibility to foster a team approach to driving success.

In designing our NEO compensation packages, the compensation committee reviews competitive market data, without targeting any specific market percentile, and also takes into consideration our corporate performance, stockholder feedback and the other factors described above, as well as retention concerns with respect to key talent, the motivational impact of pay levels and mix in driving toward our company goals and the creation of stockholder value, the input of our CEO (as to NEOs other than himself) and the overall cost of the compensation package.

Establishing Compensation Levels

Role of the Compensation Committee

The compensation committee oversees our executive compensation and other compensation and benefit programs, serves as the administrator of our equity compensation plans and reviews, formulates and determines the design and amount of compensation for our executive officers, including the NEOs. Compensation decisions for our CEO are made by the compensation committee in executive session without our CEO present.

At the beginning of each year, the compensation committee reviews our executive compensation program, including incentive compensation plans and arrangements, assesses the quality, appropriateness and effectiveness of the

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program for its intended purposes and makes modifications to existing plans and arrangements or adopts new plans or arrangements as it deems necessary. The compensation committee also annually reviews our executive compensation strategy to ensure it is appropriately aligned with our business strategy and achieving our desired objectives. Further, the compensation committee reviews market trends and changes in competitive compensation practices, as further described below. Based on its review and assessment, the compensation committee, from time to time, makes changes in our executive compensation program and also recommends changes to the remuneration of members of our Board.

Role of Management

Our CEO works closely with the compensation committee in determining the compensation of our NEOs and makes recommendations to the compensation committee as described below.

At the beginning of each year, our CEO reviews the performance of our other NEOs for the previous year and then shares these evaluations with, and makes recommendations to, the compensation committee for each element of compensation. These recommendations focus on the base salary, performance-based cash incentives and long-term incentive compensation for each of our NEOs, other than himself, based on our financial results, the individual’s contribution to these results and his or her individual performance. The compensation committee then reviews these recommendations and considers the other factors described in this proxy statement and makes decisions as to the target total direct compensation of each NEO, as well as the mixture of elements that will comprise each NEO’s compensation.

While the compensation committee considers our CEO’s recommendations, it only uses these recommendations as one of several factors in making its decisions on the compensation of our NEOs. In all cases, the final decisions on NEO compensation matters are made by the compensation committee. Moreover, no NEO participates in the determination of the amounts or elements of his or her own compensation.

At the request of the compensation committee, our CEO typically attends a portion of each compensation committee meeting in which executive compensation is discussed, including meetings at which the compensation committee’s compensation consultant is present.

Role of the Compensation Consultant

Under its charter, the compensation committee has the authority to retain the services of one or more executive compensation advisers, including compensation consultants, legal counsel, accounting and other advisers, to assist in the creation of our compensation plans and arrangements and related policies and practices, as it determines necessary in its sole discretion. The compensation committee makes all determinations regarding the engagement, fees and services of these external advisers, and any external adviser reports directly to the compensation committee.

The compensation committee continued to engage Semler Brossy in 2023 to assess the competitiveness of executive compensation programs and practices to assist the compensation committee in making 2023 executive compensation decisions. During 2023, Semler Brossy also assisted the compensation committee in the design of the 2023 annual incentive and long-term incentive programs for executive officers. The compensation committee assessed the independence of Semler Brossy, most recently in February 2024, and concluded that it was independent of management and that its work had not raised any conflict of interest.

Use of Competitive Market Data

As part of its deliberations, the compensation committee considers competitive market data and related analyses on executive compensation levels and practices that are provided by Semler Brossy. Our compensation committee reviews and considers this market data, but did not engage in any benchmarking or targeting of any specific levels of pay for 2023 compensation actions.

In late 2022, Semler Brossy worked with the compensation committee to develop a group of “peer” companies for a competitive assessment of the pay programs for 2023. The companies included in the peer group were selected based on a set of financial and industry/business parameters to best reflect a group of companies most similar to us.

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We used initial quantitative screens primarily as guides to inform our decision-making process in reviewing current or potential peers. The screening process for 2023 used similar parameters as 2022, focusing specifically on companies within defined ranges for revenue and market capitalization, the technology industry and additional qualitative parameters.

Specifically, the criteria the compensation committee used to assess our 2023 peer group are summarized below.

✓

Size and Scale:   Using our 2022 peer group as a starting point, we initially identified a group of companies with (i) a range of annual revenues with a lower quartile of approximately $179 million and an upper quartile of approximately $297 million, roughly 1.0x to 1.6x our annualized revenues of approximately $187 million at the time of the analysis and (ii) a range of market capitalizations with a lower quartile of approximately $240 million and an upper quartile of $649 million, roughly 1.8x to 4.8x our market capitalization of approximately $136 million at the time of the analysis.

✓

Industry and Business:   We identified innovative companies that focus on the automotive industry (excluding direct retailers), are heavily involved in providing technology-enabled marketing services, operate an online or digital marketplace enhancing consumer experiences or maintain significant partnerships with merchants and affiliations.

✓

Other Qualitative Factors:   We identified companies that are located in major metropolitan areas, had recent initial public offerings in the last three to five years or were strong talent competitors.

Following this assessment, the compensation committee made significant updates to our peer group for 2023, including (i) removing four companies from our 2022 peer group whose revenue had grown to be much larger than ours in the time since they were selected for our 2022 peer group (CarGurus had $1.5 billion in revenue, QuinStreet had $582 million in revenue, The RealReal had $565 million in revenue and Magnite had $549 in revenue), (ii) removing another company that had been acquired and therefore was no longer public (Zix) and (iii) adding four companies to our peer group (ON24, Mitek Systems, 1stdibs.com and eGain) ) that each had under $200 million in revenues, less than $450 million in market capitalization and also met the additional industry and qualitative criteria above at the time of its assessment. The compensation committee made these changes in October 2022 to reduce the median revenue of our peer group to $249 million as of roughly the end of the fourth quarter of 2022.

These changes moved the median size of the peer group closer to TrueCar compared to the peer group used in the prior year given the changes that had occurred within the 2022 group in the year following the selection of that group; as noted above, our annualized revenues at the time of approximately $187 million and our market capitalization at the time of approximately $136 million. The resulting peer group for 2023 consisted of the following 18 companies:

1stdibs.com	Mitek System
Cardlytics	ON24
Cars.com	OneSpan
ChannelAdvisor	PFSweb
DHI Group	PROS Holdings
eGain	Quotient Technology
Eventbrite	Synchronoss Technologies
EverQuote	TechTarget
Liquidity Services	Zuora

The compensation committee also periodically reviews market data from the Radford Technology survey for companies that met the same size and scale parameters described above for our peer group, were in Radford’s “Software Products/Services” and “Internet/E-Commerce/Online Community” industries, had similar market valuation multiples (e.g., market cap-to-revenue multiples within one-third to three times ours) and excluded companies with materially different business models (e.g., semi-conductors, IT services, communications equipment, telecommunication services). The compensation committee used the survey data to complement the available information regarding the peer companies as described above. Our compensation committee primarily used data from our peer group and used the data from the Radford survey only when there was a lack of sufficient comparative data available from

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our peer group. The data from our peer group and the data from the Radford Technology survey are collectively referred to in this proxy statement as market data.

In late 2023, the compensation committee again reviewed our peer group for purposes of assisting with pay decisions for 2024, taking into consideration our growth trajectory. After that review, the compensation committee removed two larger peers by revenue or market value (Zuora and PROS Holdings), removed two acquired peers (Quotient and ChannelAdvisor) and added five smaller peers (AdTheorent, eHealth, Veritone, illumin Holdings and Travelzoo). The resulting changes positioned us within a smaller range on company revenues for the new peer group going forward.

Compensation Elements and 2023 Pay Decisions

Our 2023 NEO compensation program was comprised primarily of a base salary, an annual cash incentive opportunity and long-term equity incentives. This program emphasized “at-risk” pay (both cash incentives and equity incentives) while providing competitive packages to retain and motivate our key talent.

Base Salary

A base salary is a critical part of our NEO compensation program and establishes financial security for each NEO. We provide base salaries that are market-calibrated, equitable and a relatively small portion of our total compensation opportunities.

Generally, we establish base salaries after taking into account (i) an NEO’s position, qualifications and experience, (ii) market practice and (iii) the base salaries of our other executives. The compensation committee reviews the base salaries of our NEOs from time to time, as well as at the time of a promotion or other significant change in responsibility, and makes adjustments to base salaries as determined necessary or appropriate.

In mid-March 2023, the compensation committee reviewed the base salaries of our then-serving NEOs, taking into account the considerations described above and market data. As a result, the compensation committee did not increase the base salaries of the then-serving NEOs at that time, determining that the 2022 base salaries continued to be market competitive and appropriately reflected our NEOs’ past and expected future contribution levels. In June 2023, the compensation committee increased Mr. Reigersman’s base salary by approximately 11%, which was the amount the compensation committee determined appropriate to reflect Mr. Reigersman’s increased responsibilities as he took on the role of CEO. Similarly, in February 2023, the compensation committee approved an approximately 33% increase in Ms. Luong’s base salary, which was the amount the compensation committee determined appropriate to reflect Ms. Luong’s increased responsibilities as she took on the role of CFO and equivalent to the base salary of our other NEOs.

The table below illustrates the 2023 annual base salary rates of our NEOs compared to those in place as of year-end 2022. Annual 2023 base salary rates were effective for all of 2023 for Mr. Reigersman and Mr. Swart. In several cases, the executive did not receive the full amount due to termination of his or her employment, promotion or being a new hire. (See the “2023 Summary Compensation Table” for the actual salary paid to each NEO in 2023.)

Executive	2022 Base Salary			2023 Base Salary			% Change
Jantoon E. Reigersman(1)	​	$	450,000	​	$	500,000	11%
Michael D. Darrow(2)	​	$	590,000	​	$	590,000	—%
Oliver M. Foley(3)	​	$	—	​	$	400,000	n/a%
Teresa T. Luong(4)	​	$	300,000	​	$	400,000	33%
Jeffrey J. Swart	​	$	400,000	​	$	400,000	—%
Jay J. Ku(5)	​	$	—	​	$	400,000	n/a%

(1)

Mr. Reigersman’s 2023 base salary reflected above became effective in June 2023 when he became CEO.

(2)

Mr. Darrow left us in June 2023.

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(3)

Mr. Foley joined us in October 2023.

(4)

Ms. Luong’s 2022 base salary reflected above was effective in connection with her promotion to SVP, Finance in March 2022 and her 2023 base salary reflected above was effective in connection with her promotion to CFO in February 2023. Ms. Luong was not an NEO in 2022. Ms. Luong left us in October 2023.

(5)

Mr. Ku joined us in February 2023, he was not considered an executive officer until October 2023.

Annual Cash Incentive Opportunity

The objective of our annual cash incentive program is to reward executives for achievement against pre-determined annual financial and operational objectives, which are typically established at the beginning of the year. The compensation committee uses a formula-based annual incentive program for the senior executive team. Each of our NEOs were eligible to participate in this program for 2023.

At the beginning of each year, the compensation committee reviews the annual target incentive opportunity for each NEO, including the CEO. For 2023, the compensation committee did not make any changes to existing targets except in connection with Mr. Reigersman’s and Ms. Luong’s promotion to CEO and CFO, respectively.

Executive	2022 Target Incentive as % of Base Salary		2023 Target Incentive as % of Base Salary		% Change
Jantoon E. Reigersman(1)	​	50%	​	100%	50%
Michael D. Darrow(2)	​	100%	​	100%	0%
Oliver M. Foley(3)	​	N/A%	​	50%	N/A%
Teresa T. Luong(4)	​	40%	​	50%	10%
Jeffrey J. Swart	​	50%	​	50%	0%
Jay J. Ku(5)	​	N/A%	​	50%	N/A%

(1)

Mr. Reigersman’s 2023 target incentive was increased in connection with this promotion to CEO in June 2023.

(2)

Pursuant to the terms of Mr. Darrow’s employment agreement, dated March 9, 2020 he was paid 100% of his 2023 target incentive in March 2024 as a result of his termination without cause in June 2023.

(3)

Mr. Foley joined us in October 2023 and was eligible for a pro-rated cash incentive payment for the period of time that he was employed in 2023.

(4)

Ms. Luong was not eligible to receive any incentive payments due to her termination during the year.

(5)

Mr. Ku joined us in February 2023 and was eligible for a pro-rated cash incentive payment for the period of time that he was employed in 2023.

In the first quarter of 2023, the compensation committee selected performance metrics for our executive annual cash incentive tied to financial performance in the first half of 2023 and to the achievement of strategic goals. In the third quarter of 2023, the compensation committee selected performance metrics tied to financial performance in the second half of 2023. The compensation committee weighted the financial performance component for the first half of 2023 at 25%, the financial performance component for the second half of 2023 at 25% and the strategic performance component at 50%. In connection with selecting the financial performance metrics for the second half of 2023, the compensation committee also capped the total payout for the 2023 incentive program at 90% of target on a full-year basis.

The two financial objectives for the organization were based on (i) revenue targets of $79.0 million for the first half of 2023 and $83.0 million for the second half of 2023 and (ii) an annual Adjusted EBITDA (exclusive of executive bonus expense) target of ($21.6) million for the first half of 2023 and ($1.5) million for the second half of 2023. The payout for achievement with respect to these metrics for each half of 2023 is determined by reference to a matrix

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(reproduced below) to ensure a reasonable trade-off between growth and profitability, providing the opportunity to earn between 0% and 150% of the target incentive opportunity.

The strategic component of the incentive program would be eligible to be earned regardless of whether a payout was achieved under the financial component, and it was based on the achievement of three goals relating to the rollout and expansion of TrueCar+, one goal related to TrueCar’s dealer coverage, one goal related to TrueCar’s rollout of TrueCar’s wholesale business and one goal related to improvements in the results of our internal diversity assessment, as more specifically set forth in the table below.

Strategic Goal	Weight	Criteria	Payout
TrueCar+ Elite Package	10%	Onboard 12 VIP independent dealers to TrueCar+ Elite Package by the end of 2023.(1)	8.3%
TrueCar+ Transactions	10%	4,000 TrueCar+ transactions completed in 2023.	0
Dealer Coverage	10%	9,796 active dealer rooftops at the end of 2023	0
Wholesale Transactions	10%	1,000 transactions completed in December 2023.	0
Diversity Assessment	10%	Improvement in annual internal diversity assessment.(2)	15%

(1)

11 VIP independent dealers were onboarded to the TrueCar+ Elite Package by the end of 2023, resulting in this strategic goal achieving an 8.3% payout.

(2)

Our annual internal diversity assessment survey was introduced in 2021 and measures the sentiments our employee population holds with respect to a variety of factors related to our leadership’s commitment to diversity and inclusion. Employees are asked to indicate their agreement with a variety of statements related to diversity and inclusion. As scores have increased since the introduction of this survey, incremental improvement has become more difficult to achieve and therefore target goal improvement has gradually decreased over time.

​	H1 2023 Revenue** ($ millions)
H1 2023 Adjusted EBITDA* ($ millions)	​	​	​	$	59.0	$	64.0	$	69.0	$	74.0	$	79.0	$	84.0	$	89.0	$	94.0
	​	$	(36.6)	​	0%	​	0%	​	25%	​	45%	​	55%	​	70%	​	80%	​	90%
	​	$	(31.6)	​	0%	​	25%	​	40%	​	60%	​	70%	​	85%	​	95%	​	105%
	​	$	(26.6)	​	25%	​	40%	​	55%	​	80%	​	85%	​	100%	​	110%	​	120%
	​	$	(21.6)	​	40%	​	55%	​	70%	​	90%	​	100%	​	115%	​	125%	​	135%
	​	$	(16.6)	​	55%	​	70%	​	85%	​	100%	​	115%	​	130%	​	140%	​	150%

​	H2 2023 Revenue** ($ millions)
​	​	​	​	$	79.5	$	80.0	$	80.1	$	82.0	$	83.0	$	84.0	$	85.0	$	86.0
H2 2023 Adjusted EBITDA* ($ millions)	​	$	(3.5)	​	0%	​	0%	​	25%	​	40%	​	50%	​	70%	​	80%	​	90%
	​	$	(2.5)	​	0%	​	25%	​	40%	​	60%	​	85%	​	90%	​	95%	​	105%
	​	$	(1.5)	​	25%	​	40%	​	55%	​	80%	​	100%	​	115%	​	125%	​	135%
	​	$	(0.5)	​	40%	​	55%	​	70%	​	90%	​	110%	​	120%	​	130%	​	140%
	​	$	0.5	​	55%	​	70%	​	85%	​	100%	​	120%	​	130%	​	140%	​	150%

In early 2024, the compensation committee reviewed financial performance against the H1 and H2 financial goals along with the annual strategic goals. The committee concluded that the first half performance of revenues at $76.3 million and adjusted EBITDA (exclusive of executive bonus expense) at ($15.9) million would yield an achievement of 107%, second half performance of revenues at $82.4 million and adjusted EBITDA (exclusive of executive bonus expense) at $3.2 million would yield an achievement of 109%, and the overall strategic component performance would yield a score of 23.3% based on below target performance on onboarding VIP independent dealers to the TrueCar+ Elite Package, below threshold outcome on the number of TrueCar+ transactions, the number of total dealer rooftops, and the number of December 2023 wholesale transactions, and above target performance

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on diversity assessment. As a result the total overall annual incentive payout for 2023 was determined to be at 77.2% of target and we paid each of our NEOs (other than Mr. Darrow and Ms. Luong) an annual incentive payment equal to 77.2% of their target bonus as follows:

Executive	2023 Cash Bonus
Jantoon E. Reigersman	​	$	386,000
Michael D. Darrow(1)	​	$	590,000
Oliver M. Foley(2)	​	$	26,650
Teresa T. Luong(3)	​	$	—
Jeffrey J. Swart	​	$	154,400
Jay Ku(4)	​	$	136,210

(1)

Pursuant to the terms of Mr. Darrow’s employment agreement, dated March 9, 2020 he was paid 100% of his 2023 target incentive as a result of his termination without cause in June 2023.

(2)

Mr. Foley joined us in October 2023 and was eligible for a pro-rated cash incentive payment for the period of time that he was employed in 2023.

(3)

Ms. Luong was not eligible to receive any incentive payments due to her termination during the year.

(4)

Mr. Ku joined us in February 2023 and was eligible for a pro-rated cash incentive payment for the period of time that he was employed in 2023.

*

“Adjusted EBITDA” is a financial measure not prepared in accordance with U.S. GAAP, calculated based on earnings as reflected in our audited consolidated financial statements, adjusted to exclude interest income, depreciation and amortization, stock-based compensation, gain or loss from equity method investment, certain litigation costs, certain restructuring charges, certain transaction costs, changes in the fair value of contingent consideration liability, goodwill impairment, lease exit gain or loss, impairment of right-of-use assets, other income, and income taxes. Refer to Annex A for a reconciliation of Adjusted EBITDA to net income (loss), the most directly comparable GAAP financial measure. We use Adjusted EBITDA as an operating performance measure because it is (i) an integral part of our reporting and planning processes; (ii) used by our management and Board to assess our operational performance, and together with operational objectives, as a measure in evaluating employee compensation and bonuses; and (iii) used by our management to make financial and strategic planning decisions regarding future operating investments. We believe that using Adjusted EBITDA facilitates operating performance comparisons on a period-to-period basis because it excludes variations primarily caused by changes in the excluded items noted above. In addition, we believe that Adjusted EBITDA is widely used by investors, securities analysts, rating agencies and other parties in evaluating companies as measures of financial performance and debt service capabilities.

**

“Revenue” is determined in accordance with U.S. GAAP and is comprised of dealer revenue, consisting of fees paid by our dealer customers participating in our network of TrueCar Certified Dealers either on a per-vehicle basis for sales to our users or in the form of a subscription arrangement or purchasing our other products and services, such as our Trade products; OEM incentives revenue, consisting of fees paid by OEMs to promote the sale of their vehicles through the offering of consumer incentives to members of our affinity group marketing partners; and other revenue.

Long-Term Incentive Opportunities

Annual Equity Awards

We use long-term incentive compensation in the form of equity awards to align the interests of our executive officers, including our NEOs, with the interests of our stockholders. We believe that our executive officers will be strongly incentivized to act in a manner that cultivates opportunities for maximizing long-term value creation if they own significant amounts of our common stock. In 2023, the compensation committee delivered equity in a combination of PSUs and RSUs.

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Based on feedback from stockholders and an ongoing review of competitive market practices, we introduced PSUs to the senior executive team in 2019 and have continued to grant PSUs annually to our executives. We believe that PSUs strengthen alignment with stockholders, complement the other time-vesting equity award grants by diversifying our management’s equity portfolio and promote a longer-term view of performance by measuring performance over a three-year period. For a description of the principal terms of the PSUs, please see “Potential Payments upon Termination, Change in Control or Certain Other Events — Treatment of PSUs” below.

In determining the size of the equity awards to grant to our executive officers, the compensation committee takes into consideration individual and overall company performance, market data, internal pay equity, the timing of the last equity grant, unvested equity values, compensation expense to us and stockholder dilution, as well as our CEO’s recommendations (except as to his own equity awards). The compensation committee uses its subjective judgment in considering all of the factors described above to arrive at the amounts it determines are appropriate for each individual NEO.

Each of our then-serving NEOs received annual equity awards in the first quarter of 2023. The annual award equity mix for 2023 consisted of 70% PSUs and 30% RSUs for Mr. Darrow, the CEO at the time of the grant, and 60% PSUs and 40% RSUs for Messrs. Reigersman and Swart, our only other NEOs who received an annual grant of both RSUs and PSUs in 2023. In establishing these equity mixes, the compensation committee considered the various long-term incentive vehicles used by our peers and determined that the performance-weighting of the awards should be greater than 50%. The compensation committee maintained the percentage of annual equity delivered as PSUs and RSUs in 2022.

For the PSUs granted in 2023, executives have the opportunity to earn between 0% and 175% of the target number of PSUs based on our annualized total stockholder return determined by reference to our compound annual growth in stock price, or CAGR, compared to that of the Index, over a three-year period. The PSUs will generally be eligible to vest in early 2025, following the end of the three-year performance period, based on our relative CAGR compared to the Index. If our CAGR is equal to that of the Index, the target number of PSUs will vest. For every percentage point that our CAGR exceeds the Index, the number of PSUs that are eligible to vest in excess of target is increased by four percentage points, and for every percentage point that our CAGR is below the Index, the number of PSUs that are eligible to vest is decreased by four percentage points. Additionally, the compensation committee structured the 2022 PSUs to provide that if the company’s absolute CAGR is negative during the performance period of these PSUs, then the executives’ payout will be capped at 100% of target, irrespective of the extent to which our CAGR exceeds the Index.

In developing the performance goals and vesting structure of the PSUs, the compensation committee sought to be rigorous and to align the interests of management and our stockholders. Moreover, it chose a three-year measurement period to accentuate the long-term nature of the award and further align management with the interests of our long-term stockholders. The compensation committee chose relative CAGR as the performance goal to provide a relative performance metric against an appropriate comparator group of companies to incentivize and reward not only returns to our stockholders, but also returns in excess of those generally available. At the end of the three-year performance period, the compensation committee will determine the level of achievement of our relative CAGR for the three-year performance period and then apply the resulting vesting to the grant amount to determine the total amount that will vest.

As noted in more detail below, Ms. Luong and Mr. Ku received RSUs in February 2023 at the time of their respective promotion and joining the company and did not receive any additional RSUs as part of the annual award process in March. Ms. Luong and Mr. Ku did receive PSUs in March as part of the annual award process at the same time and on the same basis as other executives.

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The table below reflects the annual equity grants awarded to our NEOs in 2023:

Executive	RSUs Granted	PSUs Granted
Jantoon E. Reigersman	202,105	303,158
Michael D. Darrow	205,263	478,947
Oliver M. Foley(1)	—	—
Teresa T. Luong(2)	—	122,150
Jeffrey J. Swart	84,211	126,316
Jay J. Ku(3)	—	122,150

(1)

Mr. Foley joined us in October 2023 and was not eligible for an annual grant. Mr. Foley’s new hire equity grants are described below under the heading “Promotional and New Hire Equity Awards.”

(2)

Ms. Luong received a promotion grant of RSUs in connection with her promotion to CFO in February 2023 in lieu of an annual grant of RSUs. Ms. Luong’s promotional grant is described below under the heading “Promotional and New Hire Equity Awards.”

(3)

Mr. Ku received a promotion grant of RSUs in connection with his hiring in February 2023 in lieu of an annual grant of RSUs. Mr. Ku’s promotional grant is described below under the heading “Promotional and New Hire Equity Awards.”

Promotional and New Hire Equity Awards

In February 2023, the compensation committee granted Ms. Luong 105,263 RSUs in connection with her promotion to CFO, and granted Mr. Ku 105,263 RSUs in connection with his appointment to Chief Commerce Officer. These awards were intended to approximate the value of annual awards in their respective go-forward roles, and were made in lieu of annual RSU awards granted to other then-serving executives in March 2023.

In October 2023, the compensation committee granted Mr. Foley 150,000 RSUs and 224,493 PSUs in connection with his appointment to CFO, intended to approximate the value of an annual award in his role.

In July 2023, the compensation committee granted Mr. Reigersman 663,716 RSUs in connection with his promotion to CEO. The award was intended to recognize the promotion, as well as bridge the gap between the award value granted in March 2023 as COO and his expected future annual award value as CEO.

The table below reflects the promotion and new hire equity grants awarded to our NEOs in 2023:

Executive	RSUs Granted	Target Number of PSUs Granted
Jantoon E. Reigersman(1)	663,716	—
Oliver M. Foley(2)	150,000	224,493
Teresa T. Luong(3)	105,263	—
Jay J. Ku(4)	105,263	—

(1)

Reflects RSUs granted in July 2023 in connection with Mr. Reigersman’s promotion to CEO.

(2)

Reflects RSUs and PSUs granted in October 2023 in connection with Mr. Foley’s appointment as CFO.

(3)

Reflects RSUs granted in February 2023 in connection with Ms. Luong’s promotion to CFO.

(4)

Reflects RSUs granted in February 2023 in connection with Mr. Ku’s appointment as Chief Commerce Officer. Mr. Ku did not receive additional compensation in connection with his appointment as Chief Revenue Officer.

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Vesting of 2021 Performance Units

In 2021, the company granted certain of our NEOs who were then-serving as executives (Messrs. Darrow, Reigersman and Swart) PSUs, or Series 2021 PSUs, that provide the opportunity to vest and be issued shares based on our total stockholder return determined by reference to our annualized CAGR compared to that of the Index, during the three-year period that ended on March 14, 2024, or the Performance Period. Annualized CAGR for these purposes means the compound annual growth in stock price from the beginning to the end of the Performance Period, including dividends and distributions made or declared (assuming such dividends or distributions are reinvested in the common stock of the company or applicable Index company) during the Performance Period, expressed as a percentage return.

Annualized CAGR is calculated based on the average trading stock price during a consecutive 20-trading day period at the beginning and at the end of the Performance Period. Specifically, between 0% and 150% of the Series 2021 PSUs were eligible to vest, based on our relative annualized CAGR compared to the Index as follows: if our annualized CAGR is equal to that of the Index, the target number of PSUs will vest. For every percentage point that our CAGR exceeds that of the Index, the Series 2021 PSUs that are eligible to vest in excess of target is increased by two percentage points (such that if our annualized CAGR exceeds that of the Index by 25 percentage points, the maximum amount of 150% of target PSUs vest), and for every percentage point that our annualized CAGR is below that of the Index, the Series 2021 PSUs that are eligible to vest is decreased by two percentage points.

In March 2024, the compensation committee certified that the Company’s CAGR was -11.89% for the Performance Period, which represented 10 percentage points below the 1.77% CAGR for the Index. Accordingly, 80% of the target PSUs held by each of Messrs. Reigersman and Swart vested on March 21, 2024 and the remainder of the PSUs were forfeited. Mr. Darrow’s termination qualified as a “Qualifying Termination” as defined in the agreement governing the terms of the Series 2021 PSUs. As a result, Mr. Darrow received the pro-rata portion of the number of Series 2021 PSUs that would have vested had he remained in service with the company through the end of the Performance Period.

Vesting of 2020 Performance Units

In 2020, the company granted certain of our NEOs who were then-serving as executives (Messrs. Darrow and Swart) PSUs, or Series 2020 PSUs, that provide the opportunity to vest and be issued shares based on our total stockholder return determined by reference to our annualized CAGR compared to that of the Index, during the three-year period that ended on March 16, 2023, or the 2020 PSU Performance Period. Between 0% and 150% of the Series 2020 PSUs were eligible to vest, based on our relative annualized CAGR compared to the Index during the 2020 PSU Performance Period. The vesting terms of the Series 2020 PSUs were otherwise as those applicable to the Series 2021 PSUs.

In March 2023, the compensation committee certified that the Company’s CAGR was -5.16% for the 2020 PSU Performance Period, which represented 15 percentage points below the 10.00% CAGR for the Index. Accordingly, 70% of the target PSUs held by each of Messrs Darrow and Swart vested on March 30, 2023 and the remainder of the PSUs were forfeited. Former NEOs Noel Watson and Simon Smith were each granted Series 2020 PSUs. Mr. Watson forfeited the entirety of such PSUs as a result of his termination of service prior to the end of the Performance Period. Mr. Smith’s termination qualified as a “Qualifying Termination” as defined in the agreement governing the terms of the Series 2020 PSUs. As a result, Mr. Smith received the pro-rata portion of the number of Series 2020 PSUs that would have vested had he remained in service with the company through the end of the Performance Period.

401(k) Plan

We maintain a tax-qualified retirement plan that provides eligible employees with an opportunity to save for retirement on a tax-advantaged basis. All participants’ interests in their salary deferrals are 100% vested when contributed. In 2023, we made discretionary matching contributions into the 401(k) plan of 100% of the first 3% of compensation contributed by the participant. Our matching contributions are fully vested after an employee completes four years of service, with 25% vesting annually. Employee and employer contributions are allocated to each participant’s individual account and are then invested in selected investment alternatives according to the participants’ directions. The 401(k) plan is intended to qualify under Sections 401(a) and 501(a) of the Internal

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Revenue Code, or the Code. As a tax-qualified retirement plan, employer contributions to the 401(k) plan and earnings on those contributions are not taxable to the employees until distributed from the 401(k) plan, and all employer contributions are deductible by us when made.

Perquisites and Other Benefits

We provide perquisites to our NEOs only to the extent that we believe it is appropriate to assist an individual in the performance of his or her duties, to increase his or her effectiveness or for recruitment and retention purposes. For 2023, these perquisites included medical expense reimbursements to assist our NEOs with their health and well-being. In addition, we reimbursed Mr. Reigersman for certain legal costs incurred with the negotiation of his CEO employment agreement. Further, subsequent to his appointment as COO and prior to his appointment as CEO, we provided Mr. Reigersman with memberships to each of the Young Presidents’ Organization (“YPO”) and the Moore Club. The value of these perquisites and other personal benefits are reflected in the “All Other Compensation” column in the “Summary Compensation Table” and the accompanying footnotes below.

In the future, we may provide additional perquisites or other personal benefits not offered to our broader employee population to our executive officers. However, we do not anticipate that such perquisites or other personal benefits will be a significant aspect of our executive compensation program. All future practices with respect to perquisites or other personal benefits will be approved and subject to periodic review by the compensation committee.

Other Governance Items

Employment Agreements and Severance and Change in Control Protections

We have entered into employment agreements with each of our NEOs that provide certain severance benefits if a termination of employment occurs under specified circumstances and certain change in control benefits, which are described in “Executive Employment Agreements” below. Severance benefits under these agreements are conditioned on the executive’s signing a release of claims in favor of us. We have provided our executives with severance in the event of certain qualifying terminations, and certain change in control benefits, because we understand that anxieties about future employment or transactions involving a change in control can result in the early departure or distraction of our executives to our detriment. We believe that providing these benefits helps to alleviate these uncertainties, and therefore provides our NEOs with incentives to forgo other employment opportunities to remain with us, and allows our executives to focus more fully on making decisions that are in the best interests of our stockholders. We believe that these arrangements serve as an important recruiting and retention tool to ensure that personal uncertainties do not dilute our executives’ complete focus on building stockholder value and driving our success.

The compensation committee determined the terms of these agreements. The employment agreements of our NEOs are generally similar, as in determining the appropriate severance and change in control benefit levels for executives in general, the compensation committee considered internal parity and length of service and reviewed relevant market data provided by our outside compensation consultant for other companies with which we compete for executive talent.

Hedging Policies

We have an insider trading policy that, among other things, prohibits insiders from engaging in short sales of our common stock, hedging of stock ownership positions and transactions in publicly-traded options (such as puts and calls) and other derivative securities relating to our common stock.

Stock Ownership Guidelines

In 2018, we adopted formal stock ownership guidelines for our CEO, our CFO and our Executive Vice Presidents. Under our stock ownership guidelines, our CEO is expected to accumulate and hold a number of shares of our common stock with a value equal to six times his annual base salary, and each of our other NEOs who is currently employed by us is expected to accumulate and hold a number of shares of our common stock with a value equal to two times his or her annual base salary. The NEOs covered by the stock ownership guidelines are expected to satisfy them within five years from the adoption of the guidelines (or the individual’s date of hire for individuals hired after

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the effective date). As of March 31, 2024, each of our NEOs covered by the stock ownership guidelines was in compliance with the guidelines after taking the phase-in period required for such compliance into account. Specifically, as of March 31, 2024, Messrs. Reigersman and Swart each held a number of shares of our common stock that was sufficient to comply with the guidelines without taking the phase-in period into account and each of Messrs. Foley and Ku was in compliance after taking the phase-in period into account, which will conclude with respect to them on October 30, 2028 and February 13, 2028, respectively.

Recoupment of Incentive Compensation, or Clawback, Policy

Our compensation committee adopted a compensation recovery policy, which we refer to as the Rule 10D-1 Policy, effective October 2, 2023, in accordance with Rule 10D-1 promulgated under the Exchange Act and applicable Nasdaq listing standards. The Rule 10D-1 Policy applies to current and former executive officers of the Company as defined in Rule 10D-1, which we refer to as covered officers, and which includes our NEOs. The Rule 10D-1 Plan is administered by our compensation committee. The Rule 10D-1 Policy applies to certain incentive-based compensation, which we refer to as eligible compensation, and which is granted to covered officers and based wholly or in part upon our attainment of certain financial reporting measures and that is received by covered officers on or after October 2, 2023. In the event that we are required to prepare an accounting restatement due to material noncompliance with any financial reporting requirement under U.S. federal securities laws, including restatements that correct an error in previously issued financial statements that is material to the previously issued financial statements or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period, the Rule 10D-1 Policy requires us to recover eligible compensation from our covered officers to the extent that such eligible compensation exceeds the amount of eligible compensation that otherwise would have been received had such eligible compensation been determined based on the restated amounts.

In addition, in 2018, we adopted a clawback policy, which we refer to as the clawback policy, applicable to our executive officers which still applies to incentive compensation received prior to October 2, 2023. If our compensation committee determines that an officer’s misconduct caused us to materially restate all or a portion of our financial results, under certain circumstances our compensation committee has the authority and discretion to pursuant to the clawback policy, within a period of time following the material restatement, require the officer to repay incentive compensation that would not have been payable absent the material restatement. Incentive compensation for purposes of this policy means an officer’s cash bonus and long-term equity-based compensation where the award size or vesting was contingent on our performance.

Equity Grant Timing and Equity Plan Information

We do not have a formal policy for the timing of equity award grants. Beginning in 2018, our compensation committee determined to initiate a practice of granting equity awards to our executive officers annually in the first half of the year, although grants may occur at other times during the year, including for new hires, promotions, to address special retention needs or otherwise as determined appropriate by the compensation committee. We currently grant equity awards to the NEOs under the 2023 Plan.

Taxation of  “Parachute” Payments

Sections 280G and 4999 of the Code provide that executive officers, directors who hold significant equity interests and certain other service providers may be subject to significant additional taxes if they receive payments or benefits in connection with a change of control that exceed certain prescribed limits, and that we (or our successor) may forfeit a deduction on the amounts subject to this additional tax. We did not provide any executive, including any NEO, with a gross up or other reimbursement payment for any tax liability that the executive might owe as a result of the application of Sections 280G or 4999 of the Code during 2023 and we have not agreed and are not otherwise obligated to provide any executive with such a gross up or other reimbursement.

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Compensation Committee Report

The compensation committee has reviewed and discussed with management the above Compensation Discussion and Analysis. Based on that review and discussion, the compensation committee has recommended to the Board that this Compensation Discussion and Analysis be included in this proxy statement.

Respectfully submitted,

Faye Iosotaluno (Chair)
Barbara Carbone
Erin Lantz

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2023 Summary Compensation Table

The following table shows compensation awarded to, paid to or earned by the persons named below for each of the years ended December 31, 2023, 2022 and 2021.

Name and Principal Position	Year		Salary ($)		Bonus ($)		Stock Awards ($)(1)		Option Awards ($)(1)		Non-Equity Incentive Plan Compensation		All Other Compensation ($)		Total ($)
Jantoon E. Reigersman President and CEO	​	2023	​	471,402	​	—	​	2,887,564	​	—	​	386,000	​	81,052(2)	​	3,826,018
	​	2022	​	443,750	​	—	​	2,556,270	​	—	​	165,308	​	10,599	​	3,175,927
	​	2021	​	394,896	​	50,000(3)	​	2,525,135	​	770,500	​	—	​	9,980	​	3,750,511
Michael D. Darrow Former President and CEO	​	2023	​	270,417	​	—	​	3,306,341(4)	​	—	​	—	​	1,234,376(5)	​	4,811,134
	​	2022	​	590,000	​	—	​	3,467,996	​	—	​	433,473	​	17,343	​	4,508,812
	​	2021	​	590,000	​	—	​	2,399,467	​	609,025	​	—	​	10,239	​	3,608,731
Oliver M. Foley CFO	​	2023	​	69,444	​	75,000(6)	​	733,966	​	—	​	26,650	​	1,212(7)	​	906,272
Teresa T. Luong Former CFO	​	2023	​	289,167	​	—	​	793,300(8)	​	—	​	—	​	474,876(9)	​	1,557,343
	​	2022	​	293,750	​	—	​	266,275	​	—	​	88,164	​	9,870	​	658,059
	​	2021	​	259,886	​	35,000(10)	​	224,500	​	—	​	61,875	​	8,821	​	590,082
Jeffrey J. Swart EVP, General Counsel and Secretary	​	2023	​	400,000	​	—	​	553,265	​	—	​	154,400	​	13,172(11)	​	1,120,837
	​	2022	​	400,000	​	—	​	905,340	​	—	​	146,940	​	14,305	​	1,466,585
	​	2021	​	400,000	​	—	​	559,873	​	142,106	​	—	​	10,589	​	1,112,568
Jay J. Ku Chief Revenue Officer	​	2023	​	354,546	​	—	​	612,169	​	—	​	136,210	​	8,360(12)	​	1,111,285

(1)

The amounts reported represent the aggregate grant-date fair value of the RSUs, options and PSUs awarded to the named executive officer, calculated in accordance with FASB ASC Topic 718. Such grant-date fair value does not take into account any estimated forfeitures related to service-vesting conditions. The assumptions used in calculating the grant-date fair value reported in this column for 2023 are set forth in Note 12 to our audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023. For PSUs, the grant date fair value reported is based on the probable outcome of the performance condition as of the grant date. The aggregate grant date fair value of the PSUs, assuming the highest level of achievement under the award, is as follows for each NEO who received a PSU award:

​	Maximum Achievement Payout
​	2023 PSU Grant			2022 PSU Grant			2021 PSU Grant
Jantoon E. Reigersman	​	$	1,506,694	​	$	2,703,875	​	$	1,477,266
Michael D. Darrow	​	$	2,380,366	​	$	4,271,740	​	$	1,772,729
Oliver M. Foley	​	$	801,438	​	​	​	​	​	​
Teresa T. Luong	​	$	607,084	​	$	281,653	​	​	​
Jeffrey J. Swart	​	$	627,791	​	$	957,619	​	$	413,633
Jay J. Ku	​	$	607,084	​	​	​	​	​	​

(2)

Amount includes 401(k) employer matching contributions of $9,900 and the aggregate incremental costs of perquisites and other personal benefits, including $36,681 for a YPO membership, $26,750 for a Moore Club membership (each of which was provided when Mr. Reigersman was our COO) and reimbursement for $5,000 in legal fees incurred by Mr. Reigersman in connection with the negotiation of his CEO employment agreement.

(3)

Amount represents $50,000 in signing bonus paid to Mr. Reigersman pursuant to his employment agreement.

(4)

In connection with Mr. Darrow’s termination and pursuant to his separation agreement, amounts include incremental value associated with the acceleration of RSUs $1,471,974, as determined under FASB ASC Topic 718.

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(5)

Amount includes $1,180,000 in aggregate severance-related payments associated with Mr. Darrow’s termination in June 2023, $319,583 of which had been paid to Mr. Darrow as of December 31, 2023, 401(k) employer matching contributions of $9,900, continued coverage of employee benefits equal to $32,520 for the twelve months following Mr. Darrow’s termination in June 2023 and the aggregate incremental costs of perquisites and other personal benefits.

(6)

Amount represents $75,000 in signing bonus paid to Mr. Foley pursuant to his employment agreement.

(7)

Amount includes 401(k) employer matching contributions of $1,000 and the aggregate incremental costs of perquisites and other personal benefits.

(8)

In connection with Ms. Luong’s termination and pursuant to her separation agreement, amounts include incremental value associated with the acceleration of RSUs $181,131, as determined under FASB ASC Topic 718.

(9)

Amount includes $400,000 in aggregate severance-related payments associated with Ms. Luong’s termination in October 2023, 401(k) employer matching contributions of $9,900, continued coverage of employee benefits equal to $32,555 for the twelve months following Ms. Luong’s termination in October 2023 and the aggregate incremental costs of perquisites and other personal benefits.

(10)

Amount represents $35,000 in retention bonus paid to Ms. Luong.

(11)

Amount includes 401(k) employer matching contributions of $9,900 and the aggregate incremental costs of perquisites and other personal benefits.

(12)

Amount includes 401(k) employer matching contributions of $7,000 and the aggregate incremental costs of perquisites and other personal benefits.

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2023 Grants of Plan-Based Awards Table(1)

Name	Grant Date	Estimated Future Payouts under Non-Equity Incentive Plan Awards(2)			Estimated Future Payouts under Equity Incentive Plan Awards(3)			All other stock awards: Number of shares of stock or units (#)	Grant Date Fair Value of Stock Awards ($)(4)
		Threshold ($)	Target ($)	Maximum ($)	Threshold (#)	Target (#)	Maximum (#)
Jantoon E. Reigersman	3/1/2023	​	​	​	12,126	303,158	530,526	—	860,969
	3/1/2023	​	​	​	—	—	—	202,105(5)	466,863
	7/29/2023	​	​	​	​	​	​	663,716(6)	1,559,733
	​	25,000	500,000	750,000	​	​	​	​	​
Michael D. Darrow	3/1/2023	​	​	​	19,157	478,947	838,157	—	1,360,209
	3/1/2023	​	​	​	—	—	—	205,263(5)	474,158
	​	29,500	590,000	885,000	​	​	​	​	​
Oliver M. Foley	10/30/2023	​	​	​	8,979	224,493	392,862	—	457,966
	10/30/2023	​	​	​	​	​	​	150,000(5)	276,000
	​	1,726	34,521	51,781	​	​	​	​	​
Teresa T. Luong	3/1/2023	​	​	​	4,886	122,150	213,762	—	346,906
	2/25/2023	​	​	​	​	​	​	105,263	265,263
	​	20,000	400,000	600,000	​	​	​	​	​
Jeffrey J. Swart	3/1/2023	​	​	​	5,052	126,316	221,053	—	358,737
	3/1/2023	​	​	​	—	—	—	84,211(5)	194,527
	​	10,000	200,000	300,000	​	​	​	​	​
Jay J. Ku	3/1/2023	​	​	​	4,886	122,150	213,762	—	346,906
	2/25/2023	​	​	​	​	​	​	105,263	265,263
	​	8,822	176,438	264,658	​	​	​	​	​

(1)

Awards granted prior to June 23, 2023 were granted under the 2014 Plan. Awards granted on or following June 23, 2023 were granted under the 2023 Plan.

(2)

The amounts reported reflect the threshold, target and maximum performance-based cash incentive compensation amounts that could have been earned in 2023 under the 2023 annual incentive program for the senior executive team, based on the program as adopted in early 2023. As discussed in the Compensation Discussion and Analysis section of this proxy statement, the program was recalibrated in mid-2023 to reduce the maximum performance-based opportunity to 90% of target. The types and weighing of the performance measures under that program are described in the Compensation Discussion and Analysis section of this proxy statement.

(3)

Represents PSUs tied to total stockholder return based on our CAGR measured against the CAGR performance of the Index over a three-year performance period from March 15, 2023 through March 14, 2026. The PSUs provide an opportunity to earn 0% to 175% of the target number of PSUs granted. At the threshold level, 4% of the target number of PSUs granted will be earned; at the target level, 100% of the target number of PSUs granted will be earned; and at the maximum level, 175% of the target number of PSUs granted will be earned.

(4)

Amounts reflect aggregate grant date fair value of the RSUs and PSUs granted during 2023, computed in accordance with FASB ASC Topic 718. Assumptions used to calculate these amounts are described in Note 12, “Stock-based Awards” to our financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023.

(5)

The RSUs vest over four years, with 1/16th of the total number of shares subject to the RSUs vesting on June 15, 2023 and an additional 1/16th vesting quarterly thereafter.

(6)

The RSUs vest over three years, with 1/3rd of the total number of shares subject to the RSUs vesting on June 15, 2024, June 15, 2025 and June 15, 2026.

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Outstanding Equity Awards at 2023 Fiscal Year-End

The following table provides information regarding equity awards held by our named executive officers at December 31, 2023.

Name	Grant Date	Option Awards						Stock Awards
		Number of Securities Underlying Unexercised Options		Option Exercise Price Per Share	Option Expiration Date		Number of Shares or Units of Stock that have Not Vested (#)	Market Value of Shares or Units of Stock that have Not Vested ($)		Equity Incentive Plan  Awards: Number of Unearned Shares, Units or Other Rights that have Not Vested (#)	Equity Incentive Plan  Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that have Not Vested ($)
		Exercisable	Unexercisable
Jantoon E. Reigersman	1/27/2021(1)	137,281	68,641	$4.67	​	1/27/2031	​	​	​	​	​
	1/27/2021(2)	​	​	​	​	​	91,093	​	315,182	​	​
	3/12/2021(3)	47,147	19,413	$5.18	​	3/12/2031	​	​	​	​	​
	3/12/2021(4)	​	​	​	​	​	24,510	​	84,805	​	​
	3/12/2021(5)	​	​	​	​	​	​	​	​	3,287	11,373
	3/31/2022(6)	​	​	​	​	​	144,000	​	498,240	​	​
	3/31/2022(7)	​	​	​	​	​	​	​	​	12,094	41,845
	3/1/2023(8)	​	​	​	​	​	164,210	​	568,167	​	​
	3/1/2023(9)	​	​	​	​	​	​	​	​	12,126	41,956
	7/29/2023(10)	​	​	​	​	​	663,716	​	2,296,457	​	​
Michael D. Darrow	3/21/2021(5)	​	​	​	​	​	​	​	​	2,963	10,252
	3/31/2022(7)	​	​	​	​	​	​	​	​	7,723	26,722
	3/1/2023(9)	​	​	​	​	​	​	​	​	1,625	5,623
Oliver M. Foley	10/30/2023(11)	​	​	​	​	​	150,000	​	519,000	​	​
	10/30/2023(9)	​	​	​	​	​	​	​	​	8,979	31,067
Teresa T. Luong	5/1/214(12)	16,666	—	$12.81	​	1/2/2024	​	​	​	​	​
	5/15/2014(12)	6,203	—	$12.81	​	1/2/2024	​	​	​	​	​
	2/3/2015(12)	1,802	—	$19.29	​	1/2/2024	​	​	​	​	​
	8/11/2016(12)	9,035	—	$10.85	​	1/2/2024	​	​	​	​	​
	6/10/2017(12)	28,548	—	$18.91	​	1/2/2024	​	​	​	​	​
	11/27/2018(12)	10,639	—	$10.57	​	1/2/2024	​	​	​	​	​
	3/15/2019(12)	12,096	—	$6.93	​	1/2/2024	​	​	​	​	​
	3/31/2022(7)	​	​	​	​	​	​	​	​	634	2,194
	3/1/2023(9)	​	​	​	​	​	​	​	​	900	3,114

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Name	Grant Date	Option Awards						Stock Awards
		Number of Securities Underlying Unexercised Options		Option Exercise Price Per Share	Option Expiration Date		Number of Shares or Units of Stock that have Not Vested (#)	Market Value of Shares or Units of Stock that have Not Vested ($)		Equity Incentive Plan  Awards: Number of Unearned Shares, Units or Other Rights that have Not Vested (#)	Equity Incentive Plan  Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that have Not Vested ($)
		Exercisable	Unexercisable
Jeffrey J. Swart	5/2/2014(12)	300,000	—	$12.81	​	5/2/2024	​	​	​	​	​
	5/15/2014(12)	11,227	—	$12.81	​	5/15/2024	​	​	​	​	​
	8/11/2016(12)	200,000	—	$10.85	​	8/11/2026	​	​	​	​	​
	6/10/2017(12)	146,736	—	$18.91	​	6/10/2027	​	​	​	​	​
	5/12/2018(12)	78,337	—	$9.59	​	5/12/2028	​	​	​	​	​
	3/15/2019(12)	54,432	—	$6.93	​	3/15/2029	​	​	​	​	​
	3/16/2020(13)	121,970	5,303	$2.68	​	3/16/2030	​	​	​	​	​
	3/16/2020(14)	​	​	​	​	​	4,375	​	15,138	​	​
	3/12/2021(3)	33,003	13,589	$5.18	​	3/12/2031	​	​	​	​	​
	3/12/2021(4)	​	​	​	​	​	17,157	​	59,363	​	​
	3/12/2021(5)	​	​	​	​	​	​	​	​	920	3,183
	3/31/2022(6)	​	​	​	​	​	51,000	​	176,460	​	​
	3/31/2022(7)	​	​	​	​	​	​	​	​	4,283	14,819
	3/1/2023(8)	​	​	​	​	​	68,421	​	236,737	​	​
	3/1/2023(9)	​	​	​	​	​	​	​	​	5,052	17,480
Jay J. Ku	2/25/2023(15)	​	​	​	​	​	92,105	​	318,683	​	​
	3/1/2023(9)	​	​	​	​	​	​	​	​	4,886	16,906

(1)

The remaining unvested options vest in sixteen equal monthly installments beginning January 27, 2024, subject to continued service.

(2)

The award vests in six quarterly installments beginning January 15, 2024, subject to continued service.

(3)

The remaining unvested options vest in fourteen equal monthly installments beginning January 15, 2024, subject to continued service.

(4)

The award vests in five quarterly installments beginning February 15, 2024, subject to continued service.

(5)

The PSUs and market value are calculated based on achieving threshold performance goals. The actual number of performance units that may vest will be determined by reference to our CAGR as measured against the CAGR performance of the Index over a three-year performance period from March 15, 2021 through March 14, 2024.

(6)

The award vests in nine quarterly installments beginning March 15, 2024, subject to continued service.

(7)

The PSUs and market value are calculated based on achieving threshold performance goals. The actual number of performance units that may vest will be determined by reference to our CAGR as measured against the CAGR performance of the Index over a three-year performance period from March 30, 2022 through March 29, 2025.

(8)

The award vests in thirteen quarterly installments beginning March 15, 2024, subject to continued service.

(9)

The PSUs and market value are calculated based on achieving threshold performance goals. The actual number of performance units that may vest will be determined by reference to our CAGR as measured against the CAGR performance of the Index over a three-year performance period from March 15, 2023 through March 14, 2026.

(10)

The award vests in three annual installments beginning June 15, 2024, subject to continued service.

(11)

The award vests in sixteen quarterly installments beginning April 15, 2024, subject to continued service.

(12)

The shares subject to the option are fully vested and immediately exercisable.

(13)

The remaining unvested options vest in two equal monthly installments beginning January 15, 2024, subject to continued service.

(14)

The award vests in one quarterly installment beginning February 15, 2024, subject to continued service.

(15)

The remaining unvested options vest in fourteen equal monthly installments beginning February 15, 2024, subject to continued service.

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2023 Option Exercises
and Stock Vested Table

The following table provides information, on an aggregate basis, regarding (i) stock options exercised during 2023, including the total number of shares acquired upon exercise and the aggregate value realized before payment of any applicable withholding tax and broker commissions, and (ii) RSUs and PSUs that vested during 2023.

Name	Option Awards		Stock Awards
	Number of Shares Acquired on Exercise (#)	Value Realized on Exercise ($)	Number of Shares Acquired on Vesting (#)	Value Realized on Vesting ($)(1)
Jantoon E. Reigersman	—	—	182,230	470,207
Oliver M. Foley	—	—	—	—
Jeffrey J. Swart	—	—	113,059	283,004
Jay J. Ku	—	—	13,158	33,027
Michael D. Darrow	188,878	34,680	538,888	1,290,804
Teresa T. Luong	17,046	4,983	82,977	183,792

(1)

The amount shown is the total gross dollar value realized upon the vesting of the RSUs and PSUs, based on the closing price of our common stock on the day prior to the vest date.

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Executive Employment
Arrangements

We have employment agreements with Messrs. Reigersman, Foley, Swart and Ku and we previously had employment agreements with Mr. Darrow and Ms. Luong before their departures. These agreements provide for at-will employment and generally include the NEO’s base salary, an indication of eligibility for an annual performance-based bonus opportunity, equity awards and certain severance and change in control benefits. These employment arrangements are described below and in “Potential Payments upon Termination, Change in Control or Certain Other Events” below.

Jantoon Reigersman

For 2023, Mr. Reigersman, following his appointment as our President and CEO, had an annual base salary of $500,000, and was eligible for a performance-based bonus opportunity targeted at 100% of his base salary. Prior to his appointment as our President and CEO, Mr. Reigersman, as our CFO and COO had an annual base salary of $450,000 and was eligible for a performance-based bonus opportunity targeted at 50% of his base salary.

We entered into an employment agreement with Mr. Reigersman as of January 20, 2021 (the “Prior Reigersman Employment Agreement”) in connection with his appointment as our CFO. In connection with his appointment as President and CEO, we entered into an employment agreement with Mr. Reigersman as of July 27, 2023 (the “New Reigersman Employment Agreement”) which superseded the the Prior Reigersman Employment Agreement. Pursuant to each of the Prior Reigersman Employment Agreement and the New Reigersman Employment Agreement, Mr. Reigersman was eligible for an annual performance-based bonus, to receive awards of stock options, restricted stock or other equity awards pursuant to any plans or arrangements we may have in effect from time to time and to participate in our executive benefit plans and programs on the same terms and conditions as other similarly-situated employees.

Please see “Potential Payments upon Termination, Change in Control or Certain Other Events” below for additional information about the Prior Reigersman Employment Agreement and the New Reigersman Employment Agreement.

Michael Darrow

For 2023, Mr. Darrow, our President and CEO until his termination on June 15, 2023, had an annual base salary of $590,000, and was eligible for a performance-based bonus opportunity targeted at 100% of his base salary.

We entered into an employment agreement with Mr. Darrow as of March 9, 2020 (the “Darrow Employment Agreement”). Pursuant to the Darrow Employment Agreement, Mr. Darrow was eligible for an annual performance-based bonus, to receive awards of stock options, restricted stock or other equity awards pursuant to any plans or arrangements we may have in effect from time to time and to participate in our executive benefit plans and programs on the same terms and conditions as other similarly-situated employees.

Please see “Potential Payments upon Termination, Change in Control or Certain Other Events” below for additional information about the Darrow Employment Agreement and a description of the amounts paid or payable to Mr. Darrow in connection with his termination of employment.

Oliver Foley, Jeffrey Swart, Jay Ku and Teresa Luong

For 2023, Mr. Foley, our CFO, had an annual base salary of $400,000 beginning on October 30, 2023, when he joined us; Mr. Swart, our Executive Vice President, General Counsel and Secretary, had an annual base salary of $400,000; Mr. Ku, our Chief Revenue Officer had an annual base salary of $400,000 beginning on February 13, 2023, when he joined us; and Ms. Luong, our former CFO until October 2, 2023 had a base salary of $400,000 starting on February 16, 2023 when she was promoted from Senior Vice President, Finance to CFO. Prior to being

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appointed CFO, Ms. Luong had a base salary of $300,000. Each of Messrs. Foley, Swart and Ku and Ms. Luong was eligible for a performance-based bonus opportunity targeted at 50% of his or her base salary (as a result of Ms. Luong’s departure, she received no bonus for 2023).

We entered into employment agreements with Mr. Swart as of January 26, 2017 (the “Swart Employment Agreement”), with Mr. Foley as of September 25, 2023 (the “Foley Employment Agreement”), with Mr. Ku as of February 10, 2023 (the “Ku Employment Agreement”) and Ms. Luong on March 1, 2022 in connection with her appointment as Senior Vice President, Finance (the “Prior Luong Employment Agreement”) and on February 16, 2023, in connection with her appointment as CFO (the “New Luong Employment Agreement”). The New Luong Employment Agreement superseded the prior Luong Employment Agreement. Pursuant to their employment agreements, each of Messrs. Foley, Swart and Ku and Ms. Luong was eligible in 2023 to receive awards of stock options, restricted stock or other equity awards pursuant to any plans or arrangements we may have in effect from time to time and to participate in our executive benefit plans and programs on the same terms and conditions as other similarly-situated employees and for an annual performance-based bonus (Ms. Luong’s departure terminated her edibility for these benefits, except as described below in “Potential Payments upon Termination, Change in Control or Certain Other Events” with respect to certain continuing health benefits).

Please see “Potential Payments upon Termination, Change in Control or Certain Other Events” below for additional information about the Swart Employment Agreement,the Foley Employment Agreement, the Ku Employment Agreement and the Luong Employment Agreement and a description of the amounts paid or payable to Ms. Luong in connection with her termination of employment.

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Potential Payments upon Termination, Change in Control or Certain Other Events

New Reigersman Employment Agreement

Under the New Reigersman Employment Agreement, if Mr. Reigersman’s employment is terminated for a reason other than “cause,” or he resigns from his employment for “good reason,” and, in each case, the termination occurs before a “change in control” ​(as such terms are defined in the New Reigersman Employment Agreement), then, subject to Mr. Reigersman’s signing a separation and release of claims agreement with us he will receive as severance: (i) a lump-sum cash payment equal to 12 months of his base salary as in effect on the date of the termination; (ii) a lump-sum cash payment equal to payment of his full target bonus for the year in which the termination occurs, (iii) the immediate vesting of each of his then-outstanding and unvested equity awards as to the number of shares of our common stock subject to each equity award that otherwise would have vested had he remained an employee through the 12-month anniversary of his termination date (except with respect to PSUs, which will be treated as provided in the applicable PSU agreement) and (iv) reimbursement or direct payment, as determined by us, for medical, vision and dental coverage under Title X of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (the “COBRA Coverage”) for up to 12 months following his termination (or if, in our determination, such reimbursement or direct payments would violate applicable law, monthly taxable cash payments in lieu thereof, as well as amounts necessary to pay the taxes on such payments).

If Mr. Reigersman’s employment terminates due to his death or “disability” ​(as defined in the New Reigersman Employment Agreement), regardless of whether before, on or after a change in control, then, subject to Mr. Reigersman’s (or his estate’s) signing a separation and release of claims agreement with us and his continued compliance with the New Reigersman Employment Agreement and the confidential information agreement entered into with us, he (or his estate) will receive (i) immediate vesting as to 100% of his or her then-outstanding equity awards; and (ii) the COBRA Coverage during the 12-month period following such termination due to death or disability, unless such reimbursements or direct payments would, in our determination, violate applicable law.

Under the terms of the New Reigersman Employment Agreement, if Mr. Reigersman is terminated upon or after a change in control, then, subject to Mr. Reigersman’s signing a separation and release of claims agreement with us he will receive as severance: (i) a lump-sum cash payment equal to 24 months of his base salary as in effect on the date of the termination; (ii) a lump-sum cash payment equal to payment of 200% of his full target bonus for the year in which the termination occurs and (iii) 100% of each of his outstanding equity awards that both are outstanding as of the employment termination date and were granted at least 60 days before the applicable Change in Control (except with respect to PSUs, which will be treated as provided in the applicable PSU agreement) and (iv) COBRA Coverage for up to 18 months following his termination (or if, in our determination, such reimbursement or direct payments would violate applicable law, monthly taxable cash payments in lieu thereof, as well as amounts necessary to pay the taxes on such payments).

Additionally, if a change in control occurs while Mr. Reigersman remains an employee, and he remains employed with us (or our successor or any of our or our successor’s subsidiaries) as of the first day following the 12-month anniversary of the change in control, then 100% of any of Mr. Reigersman’s equity awards that are both outstanding

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as of such date and were granted to him at least 60 days before the change in control will vest at such time (except with respect to PSUs, which will be treated as provided in the applicable award agreement).

The New Reigersman Employment Agreement further provides that, if the severance payments and other benefits payable to Mr. Reigersman constitute “parachute payments” under Section 280G of the Internal Revenue Code of 1986, as amended, and would be subject to the applicable excise tax, then his severance and other benefits will either be delivered in full or delivered to such lesser extent that would result in no portion of such benefits being subject to the excise tax, whichever results in the receipt by Mr. Reigersman on an after-tax basis of the greatest amount of benefits.

Prior Reigersman Employment Agreement, Darrow Employment Agreement, Foley Employment Agreement, Prior Luong Employment Agreement, New Luong Employment Agreement, Swart Employment Agreement and Ku Employment Agreement

The severance and change in control-related terms of the Prior Reigersman Employment Agreement, the Darrow Employment Agreement, the Foley Employment Agreement, the Prior Luong Employment Agreement, the New Luong Employment Agreement, the Swart Employment Agreement and the Ku Employment Agreement (collectively, the “Executive Employment Agreements”) related to potential payments upon termination, change in control and certain other events are generally the same, except as noted below. Except as noted, the description below applies to each Executive Employment Agreement, and refers to Messrs. Reigersman (with respect to the Prior Reigersman Employment Agreement), Darrow, Foley, Swart, Ku and Ms. Luong, as applicable, as the “Executive.”

The following summary is qualified in its entirety by reference to the Executive Employment Agreements, and references to “equity awards” do not, for purposes of this summary, include PSUs, whose treatment is discussed later in this section.

Under the Executive Employment Agreements, if we terminate the Executive’s employment with us for a reason other than “cause,” or the Executive resigns from his or her employment for “good reason,” and in each case, the termination occurs before a “change in control” ​(as such terms are defined in the Executive Employment Agreement and summarized below), then, subject to the Executive signing a release of claims agreement with us and his or her continued compliance with a confidential information agreement entered into with us, he or she will receive: (i) continuing payments of his or her base salary for a period of time beginning immediately after his or her separation of service through the date that is six months after the separation date, plus an additional two months for every fully completed year of service with us (measured from his or her original start date with us or any predecessor to us), but not to exceed a total of 12 months (the “Executive Severance Period”); (ii) the immediate vesting of each of his or her then-outstanding equity awards as to the number of shares that otherwise would have vested had he or she remained our employee through the 12-month anniversary of the termination date; (iii) in the case of the Darrow Employment Agreement, the payment of the full target bonus for the year in which the termination occurs at the same time that the Company pays other executives a bonus for that year, but in no case later than March 15 of the following year; and (iv) COBRA Coverage for up to the full Executive Severance Period. If we cannot provide the COBRA Coverage to which the Executive becomes entitled without a violation of applicable laws, we may instead provide a monthly cash payment, plus a gross-up amount to cover the taxes on the payment, during the Executive Severance Period (which the Executive may, but does not have to, use toward his or her health care continuation costs). If we cannot provide these cash payments in lieu of COBRA Coverage without violating applicable law, then we will not provide the Executive with the COBRA Coverage or these cash payments.

If the Executive’s employment terminates due to his or her death or “disability” ​(as defined in the Executive Employment Agreement and summarized below), regardless of whether before, on or after a change in control, then, subject to the Executive (or his or her estate) signing a release of claims agreement with us and his or her continued compliance with a confidential information agreement entered into with us, the Executive will receive: (i) immediate vesting as to 100% of his or her then-outstanding equity awards; and (ii) the COBRA Coverage (but if the applicable COBRA Coverage is in violation of applicable laws, the Executive will not receive the COBRA Coverage or any cash payments in lieu thereof).

Under the terms of each Executive Employment Agreement, if we terminate the Executive’s employment for a reason other than cause, or the Executive resigns from his or her employment for good reason, and in each case, the

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termination occurs upon the closing of a change in control or later, then, subject to the Executive signing a release of claims agreement with us and his or her continued compliance with a confidential information agreement entered into with us, he or she will receive: (i) continuing payments of his or her base salary during the Executive Severance Period; (ii) immediate vesting as to 100% of his or her then-outstanding equity awards that were granted to him or her at least 90 days (or, in the case of the Darrow Employment Agreement, 60 days) before the change in control; (iii) in the case of the Darrow Employment Agreement, the payment of the full target bonus for the year in which the termination occurs; and (iv) the COBRA Coverage (or the cash payments in lieu thereof, as described above, unless doing so would violate applicable laws) up to the full Executive Severance Period.

If a change in control occurs while the Executive remains employed with us and he or she remains employed with us (or our successor) as of the first day immediately following the 12-month anniversary of the closing of the change in control, then 100% of any of the Executive’s then-outstanding equity awards that were granted at least 90 days (or, in the case of the Darrow Employment Agreement, 60 days) before the change in control will vest and, if applicable, become fully exercisable.

Each of the Executive Employment Agreements provides that any severance payments and benefits to the Executive will be subject to a delay in payment if and to the extent required by Section 409A of the Code. If the severance payments and other benefits payable to an Executive constitute “parachute payments” under Section 280G of the Code and would be subject to the applicable excise tax, then the Executive’s severance and other benefits will be either delivered in full or delivered to such lesser extent as would result in no portion of such benefits being subject to the excise tax, whichever results in the receipt by the Executive on an after-tax basis of the greatest amount of benefits.

Treatment of PSUs

In 2021, 2022, and 2023, we issued performance-based RSUs, or PSUs, to our NEOs. The terms of the PSUs supersede any contrary terms of an NEO’s employment agreement. The following summary of the treatment of PSUs in connection with certain triggering events applies to each of our NEOs, regardless of the provisions of his or her individual employment agreement, and is qualified in its entirety by reference to the forms of PSU award agreements that we have previously filed. This section to Messrs. Reigersman, Darrow, Foley, Swart, Ku and Ms. Luong, as applicable, as the “Executive.”

Because a triggering event did not occur during that period, as described earlier in this proxy statement, a portion of the Series 2021 PSUs vested at the end of the three-year “performance period” beginning on March 15, 2021 and ending on March 14, 2024. If a triggering event does not occur earlier, the PSUs granted in 2022, or Series 2022 PSUs, will be eligible to vest at the end of a performance period beginning on March 30, 2022 and ending on March 29, 2025, with a number of shares of our common stock being issued in settlement of each PSU between 0 and 1.75 shares; and the PSUs granted in 2023, or Series 2023 PSUs, will be eligible to vest at the end of a performance period beginning on March 15, 2022 and ending on March 14, 2026, with a number of shares of our common stock being issued in settlement of each PSU between 0 and 1.75 shares. The number of shares issued in settlement is determined by comparing our compound annual growth rate, or CAGR, during the performance period to that of the Index. The compensation committee will determine, within 90 days of the end of the performance period, the number of shares that will vest under the PSUs based on our performance against the metrics during the performance period, on a date referred to as the “determination date.”

If the Executive experiences a qualifying termination or, with respect to Series 2022 PSUs or Series 2023 PSUs, retires, in each case, before a change in control and before the end of the performance period, then, subject to the Executive signing a release of claims agreement with us, he or she will remain eligible to vest on the determination date in a pro-rata portion of his or her PSUs that would have vested on the determination date had he or she remained a service provider through the performance period, based on our comparative CAGR performance during the performance period. The pro-rata portion is determined by dividing the total number of days between the beginning of the performance period and the Executive’s termination date by the total number of days in the performance period. Any shares that vest under this provision will not be settled until the determination date, at which time those vested PSUs will be settled for common stock.

If a change in control occurs after the qualifying termination or after the Executive retires, but before the last day of the performance period, then, subject to the Executive signing a release of claims agreement with us, the pro-rata

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portion of the Executive’s PSUs in which the Executive will vest will be determined and settled based on our comparative CAGR performance during the portion of the performance period before and including the date of the change in control, with our ending stock price being the price of our stock in the change in control. We refer to this settlement exchange ratio as the CIC Achievement Level. If the acquiring entity assumes the Series 2022 PSUs or the Series 2023 PSUs, they will be settled on or shortly after the change in control; otherwise, they will be settled immediately before the change in control.

If the Executive dies or becomes disabled before the end of the performance period and before a change in control, the PSUs will immediately vest at target levels and each PSU will be settled for one share of our common stock.

If a change in control occurs while the Executive remains employed with us, his or her PSUs will settle at the CIC Achievement Level, subject to his or her continued employment through the end of the performance period, unless the acquiring entity does not assume the PSUs, in which case they vest and are settled immediately before the change in control.

If the Executive is terminated without cause or resigns for good reason after a change in control but before the end of the performance period, then, subject to the Executive signing a release of claims agreement with us, the Series 2022 PSUs and Series 2023 PSUs will vest and be settled promptly after the termination. With respect to the Series 2022 PSUs and Series 2023 PSUs, if a change in control occurs before the end of the performance period, if the Executive is retirement eligible or later becomes retirement eligible before the end of the performance period, a pro rata portion of the Series 2022 PSUs or Series 2023 PSUs will immediately vest and be settled at the CIC Achievement Level, with the proration determined by dividing the total number of days between the beginning of the performance period and the change in control date (or, if later, the date he or she became retirement eligible) by the total number of days in the performance period. If the Executive dies or becomes disabled after a change in control but before the end of the performance period, his or her PSUs will immediately vest and will be settled at the CIC Achievement Level.

Definitions

Except as noted, the description below applies to the New Reigersman Employment Agreement and each of the Executive Employment Agreements, and each agreement refers to Messrs. Reigersman, Darrow, Foley, Swart, Ku and Ms. Luong, as applicable, as the “Executive.” The following are summaries of the definitions included in the New Reigersman Employment Agreement and the Executive Employment Agreements and the PSU award agreement, and are qualified in their entirety by reference to the New Reigersman Employment Agreement, the Executive Employment Agreements and the PSU award agreement, as applicable.

As used in this section, “cause” means: (i) the Executive’s failure to perform his or her assigned duties or responsibilities as an employee (other than a failure resulting from the Executive’s disability and, in the case of the New Reigersman Employment Agreement, any mental or physical impairment for which Mr. Reigersman is receiving income replacement under one of our disability plans) after written notice thereof from us describing the failure to perform such duties or responsibilities; (ii) the Executive engaging (and in the case of the New Reigersman Employment Agreement, intentionally engaging) in any act of dishonesty, fraud or misrepresentation with respect to us; (iii) the Executive’s violation of any federal or state law or regulation applicable to our business or our affiliates (and in the case of the New Reigersman Employment Agreement, that the Board determines is likely to injure our operations or reputation or prevent Mr. Reigersman from performing his duties); (iv) the Executive’s breach of any confidentiality agreement or invention assignment agreement; or (v) the Executive being convicted of, or entering a plea of nolo contendere to, any crime (or, in the case of the New Reigersman Employment Agreement, any felony, crime of moral turpitude or crime that the Board determines is likely to injure our operations or reputation or prevent Mr. Reigersman from performing his duties). In the case of the New Reigersman Employment Agreement, Mr. Reigersman must be given notice of the circumstances constituting “cause” and be provided with 15 days to cure the alleged deficiency, provided that Mr. Reigersman shall only be granted one opportunity to cure any such deficiency in any 12-month period. Each Executive Employment Agreement notes, for purposes of clarity, that the Executive’s termination of employment due to death or disability is not, by itself, deemed to be a termination by us other than for cause or a resignation for good reason.

As used in this section, “change in control” means: (i) a change in our ownership that occurs on the date that any person, or persons acting as a group, acquires ownership of our stock that, together with the stock held by such person, constitutes more than 50% of the total voting power of our stock; provided, that for purposes of this subsection

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(i), the acquisition of additional stock by any one person who is considered to own more than 50% of the total voting power of our stock will not be considered a change in control; provided, further, in the case of the New Reigersman Employment Agreement and each Executive Employment Agreement, that our Board may, in its reasonable judgment, determine that any such change in the ownership of our stock as a result of a financing or otherwise for fundraising purposes, and in each case that is approved by the Board before the change in ownership, also will not be considered a change in control; (ii) in the case of the PSU award agreement only, a change in our effective control which occurs on the date that a majority of the members of the Board is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of the Board before the date of the appointment or election (but if any person is considered to be in effective control of us, the acquisition of additional control by the same person will not be a change in control); or (iii) subject to certain exclusions specified in the New Reigersman Employment Agreement, Executive Employment Agreements and the PSU award agreement, a change in the ownership of a substantial portion of our assets that occurs on the date that any person, or persons acting as a group, acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by the person or persons) assets from us that have a total gross fair market value equal to or more than 50% of the total gross fair market value of all of our assets immediately before the acquisition or acquisitions; provided, that our Board may determine in its reasonable judgment that certain asset transfers should not be considered to be a change in control due to extenuating factors. However, a transaction will not constitute a change in control if (x) its sole purpose is to change the state of our incorporation or (y) its sole purpose is to create a holding company that will be owned in substantially the same proportions by the persons who held our securities immediately before the transaction. In addition, a transaction will not be deemed a change in control unless it qualifies as a change in control event within the meaning of Section 409A of the Code.

As used in this section, “disability” means the Executive (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months or (ii) is, by reason of any medically determinable physical or mental impairment that can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering our employees.

As used in this section, “good reason” means the Executive’s resignation within 30 days following the expiration of a cure period (discussed below) following the occurrence of one or more of the following, without the Executive’s consent: (i) a material reduction in the Executive’s base salary, which reduction is not applicable to a majority of our senior management, excluding the substitution of substantially equivalent compensation and benefits; (ii) a material reduction of the Executive’s authority, duties or responsibilities, unless the Executive is provided with a comparable position; provided, that a reduction in authority, duties or responsibilities primarily by virtue of our being acquired and made part of a larger entity, whether as a subsidiary, business unit or otherwise will not constitute “good reason”; or (iii) a material change in the geographic location of the Executive’s primary work facility or location; provided, that a relocation of 50 miles or less from the Executive’s then-present location or to the Executive’s home as his or her primary work location will not be considered a material change in geographic location. For an event to qualify as good reason, the Executive must not terminate employment with us without first providing us with written notice of the acts or omissions constituting the grounds for “good reason” within 90 days of the initial existence of the grounds for “good reason” and a reasonable cure period of not less than 30 days following the date of such notice, and such grounds must not have been cured during such time and for all but Mr. Swart, any resignation for “good reason” must occur within two years of the initial existence of the acts or omissions constituting the grounds for “good reason.”

As used in this section, “qualifying termination” means, (x) the Executive’s termination without cause or (y) the Executive’s resignation for good reason.

As used in this section, “retirement” means, the Executive’s voluntary termination other than for good reason, on or after becoming retirement eligible.

As used in this section, “retirement eligible” means, as of a given date that occurs on or after May 15, 2024, (i) the Executive is a current service provider (as defined in the 2014 Plan), (ii) the Executive is then at least age 65 and (iii) the Executive has continuously served as a service provider for not less than five years (measured back from, and inclusive of, the given date of determination).

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Estimated Payments Upon Termination of Employment and/or a Change in Control

The following table provides information concerning the estimated payments and benefits that would be provided in the circumstances described above for each of the NEOs serving as of the end of 2023 pursuant to the employment and other agreements in effect at that time. Payments and benefits are estimated assuming that the triggering event took place on the last trading day of 2023 (December 29, 2023), and the price per share of our common stock is the closing price of our common stock on that date of $3.46. There can be no assurances that a triggering event would produce the same or similar results as those estimated below if it occurs on any other date or at any other price, or if any other assumption used to estimate potential payments and benefits is not correct. Due to the number of factors that affect the nature and amount of any potential payments of benefits, any actual payments and benefits may be different.

Name	​	Potential Payments Upon
	Benefit	Termination other than for Cause or a Resignation for Good Reason		Change in Control ($)(1)	Death or Disability ($)
		Prior to Change in Control ($)	Upon or Following Change in Control ($)
Jantoon E. Reigersman	Cash Severance(2)	1,000,000	2,000,000	—	—
	Vesting Acceleration of Equity Awards(3)	3,102,831(4)	6,838,565(5)	5,158,472	6,426,825(6)
	Continued Coverage of Employee Benefits(7)	32,205	32,205	—	32,205
	Total Benefits	4,135,036	8,870,770	5,158,472	6,459,030
Oliver Foley	Cash Severance(8)	200,000	200,000	—	—
	Vesting Acceleration of Equity Awards(3)	230,238(4)	1,878,305(5)	1,704,509	1,295,746(6)
	Continued Coverage of Employee Benefits(7)	16,240	16,240	—	32,479
	Total Benefits	446,478	2,094,545	1,704,509	1,328,225
Jeffrey J. Swart	Cash Severance(8)	400,000	400,000	—	—
	Vesting Acceleration of Equity Awards(3)	643,694(4)	901,131(5)	623,004	1,021,636(6)
	Continued Coverage of Employee Benefits(7)	22,642	22,642	—	22,642
	Total Benefits	1,066,336	1,323,773	623,004	1,044,278
Jay J. Ku	Cash Severance(8)	200,000	200,000	—	—
	Vesting Acceleration of Equity Awards(3)	280,138(4)	1,058,302(5)	890,765	741,322
	Continued Coverage of Employee Benefits(7)	16,103	16,103	—	32,205
	Total Benefits	496,241	1,274,405	890,765	773,527

(1)

If a change in control occurs while the Executive remains employed by us and if he or she remains employed with us (or our successor) on the first day immediately following the 12-month anniversary of the closing of the change in control, then 100% of any of the Executive’s equity awards other than PSUs that both are outstanding as of such date and were granted to him at least 90 days (60 days, in the case of Mr. Reigersman) before the change in control will vest and, if applicable, become fully exercisable. If the change of control occurs during the three-year performance period applicable to the Executive’s PSUs, then the number of PSUs that vest in connection with the change of control will be determined based upon the Company’s CAGR performance measured against the Index companies’ CAGR performance during the portion of the performance period that precedes the effective date of the change of control, but if the acquiring or surviving company assumes or substitutes the PSUs with substantially similar equity awards, then they will not vest until the last day of the performance period (but with the number of PSUs

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vesting having been determined as of the closing of the change in control as described earlier). We have prepared this table on the assumption that the PSUs are not assumed in connection with a change of control.

(2)

Reflects the lump sum of 100% of Mr. Reigersman’s base salary during the 12 months following his termination and his full target bonus compensation for the year in which the termination occurs if such termination occurs prior to a change in control and 200% of Mr. Reigersman’s base salary and full target bonus if such termination occurs upon or following a change in control.

(3)

Reflects the aggregate value of unvested option grants with an exercise price less than $3.46, the closing price of our common stock on the last trading day of 2023 (December 29, 2023), and other equity awards. For unvested option grants with exercise prices less than $3.46, the aggregate value is determined by multiplying (i) the number of shares subject to such options as of December 29, 2023 by (ii) the difference between $3.46 and the exercise price of such options. The amounts do not reflect any dollar value associated with the acceleration of options with exercise prices in excess of $3.46. For unvested RSUs, the aggregate value is determined by multiplying (x) the number of shares subject to such awards as of December 29, 2023 by (y) $3.46. For unvested PSUs, the aggregate value is determined by multiplying (A) the number of shares subject to such PSUs that potentially vest (subject to other vesting conditions described further in these notes) as of December 29, 2023 by (B) $3.46.

(4)

Reflects the value of the immediate vesting of each then-outstanding equity award (other than PSUs) as to the number of shares that otherwise would have vested had the Executive remained employed through the 12-month anniversary of the termination date. For PSUs, the value is determined by multiplying the target payout by the quotient obtained by dividing the total number of days from the beginning of the performance period to December 31, 2023 by the total number of days during the performance period.

(5)

Reflects the value of the immediate vesting of 100% of each then-outstanding RSU and option award that is both outstanding as of the Executive’s termination date and was granted to him at least 90 days (60 days, in the case of Mr. Reigersman) before the change in control. Reflects a 76% target value for PSUs granted in 2021, a 80% target value for PSUs granted in 2022, and a 175% target value for PSUs granted in 2023 because the respective PSUs would have vested at a value of 76%, 80%, and 175% had a change of control occurred on December 31, 2023 in light of the performance of the Company’s CAGR as compared to the CAGR of the Index companies.

(6)

Reflects the value of the immediate vesting of 100% of each then-outstanding RSU and option award that is outstanding as of the Executive’s termination date. For PSUs, reflects the immediate vesting of the target number of PSUs.

(7)

Reflects the estimated cost of COBRA or benefits continuation coverage, as applicable, during the Severance Period. The Severance Period is defined for all Executives other than Mr. Reigersman as the period of time beginning immediately after the Executive’s separation of service through the date that is six months after the separation, plus an additional two months for every fully completed year of service up to a maximum of 12 months and defined with respect to Mr. Reigersman as 12 months after his separation of service unless Mr. Reigersman is terminated for reason other than cause (and not due to death or disability) or resigns for good reason, in each case, upon or after a change in control, in which case the Severance Period with respect to Mr. Reigersman will be 18 months following his separation of service.

(8)

Reflects the continuing payments of the Executive’s base salary during the Executive’s Severance Period.

The table below reflects the actual severance payments made to each of the NEOs who was not serving as of the end of 2023 pursuant to their employment and separation agreements as a result of the applicable triggering event.

Name	Benefit	Payment Upon Termination other than for Cause or a Resignation for Good Reason Prior to Change in Control ($)
Michael D. Darrow	Cash Severance	1,180,000(1)
	Vesting Acceleration of Equity Awards	1,471,974(2)
	Continued Coverage of Employee Benefits	32,520(3)
	Total Benefits	2,684,494
Teresa T. Luong	Cash Severance	400,000(4)
	Vesting Acceleration of Equity Awards	181,131(2)
	Continued Coverage of Employee Benefits	32,555(3)
	Total Benefits	613,686

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(1)

Reflects continuing payments over 12 months equal to 100% of Mr. Darrow’s annual base salary and target bonus which was paid on the same date that we paid our bonuses to our other executives.

(2)

Reflects the value of the immediate vesting of each then-outstanding equity award (other than PSUs) as to the number of shares that otherwise would have vested had the executive remained employed through the 12-month anniversary of his termination date. The aggregate value of the RSUs was determined by multiplying (i) the number of accelerated RSUs by (ii) the closing price of our common stock on the day before the vest date. The aggregate value of the options was determined by multiplying the number of shares subject to accelerated options by the positive difference between the option exercise price and the closing price of our common stock on the vest date. For PSUs, the value is determined by multiplying the target payout by the quotient obtained by dividing the total number of days from the beginning of the performance period to the termination date by the total number of days during the performance period.

(3)

Reflects the estimated cost of COBRA or benefits continuation coverage, as applicable, during the 12-month period following the termination date.

(4)

Reflects a lump sum payment of 12 months of Ms. Luong’s base salary of $400,000.

2023 Equity Incentive Plan and 2014 Equity Incentive Plan

Our stockholders approved the 2023 Plan at our June 2023 Annual Meeting of Stockholders. The 2023 Plan serves as the successor to the 2014 Plan, which was terminated when the 2023 Plan was adopted. Prior awards granted under the 2014 Plan continue to be subject to the terms and provisions of the 2014 Plan. Each of the 2023 Plan and the 2014 Plan provides that in the event of a “merger” or “change in control” as defined under the applicable plan, each outstanding award will be treated as the administrator determines, except that if a successor company or its parent or subsidiary does not assume or substitute an equivalent award for any outstanding award, then the award will fully vest, all restrictions on the award will lapse, all performance goals or other vesting criteria applicable to the award will be deemed achieved at 100% of target levels and the award will become fully exercisable, if applicable, for a specified period prior to the transaction. The award will then terminate upon the expiration of the specified period of time. Under each plan, if the service of an Outside Director is terminated on or following a change in control, other than pursuant to a voluntary resignation, his or her options, RSUs and stock appreciation rights, if any, will vest fully and become immediately exercisable, all restrictions on his or her restricted stock will lapse and all performance goals or other vesting requirements for his or her PSUs will be deemed achieved at 100% of target levels, and all other terms and conditions met.

Amended and Restated 2005 Stock Plan and 2008 Stock Plan

Our Amended and Restated 2005 Stock Plan, or the 2005 Plan, and our 2008 Plan, or the 2008 Plan, provide that in the event of a “merger” or “change in control,” as defined therein, each outstanding award will be treated as the administrator determines, and unless determined otherwise by the administrator, will be assumed or an equivalent award substituted by the successor company or a parent or subsidiary of the successor company. If the successor corporation in a merger or change in control refuses to assume or substitute for the award, then the participant will fully vest in and have the right to exercise the award that is not assumed or substituted as to all of the award (including shares as to which it would not otherwise be vested or exercisable). If an award is not assumed or substituted for in connection with a merger or change in control, the administrator will notify the participant in writing that the award will be fully exercisable for a period of time as determined by the administrator in its sole discretion and the award will terminate upon the expiration of that period for no consideration, unless otherwise determined by the administrator. No shares remain available for grant under the 2005 Plan or the 2008 Plan.

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Equity Compensation Plan Information

Securities Authorized for Issuance Under Equity Compensation Plan

The following table sets forth information regarding our equity compensation plans as of December 31, 2023:

Plan Category	Number of Securities to be Issued Upon Exercise of Outstanding Options and Rights	Weighted-average Exercise Price of Outstanding Options and Rights	Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plan
Equity compensation plan approved by stockholders(1)	10,522,964(2)	$10.65(3)	22,770,982

(1)

Includes the 2014 Plan and 2023 Plan.

(2)

Includes shares of common stock subject to outstanding options, 8,282,066 shares of common stock subject to RSUs and PSUs (at target) that entitle each holder to one share of common stock for each RSU or PSU that vests over the holder’s period of continued service or performance period, as applicable.

(3)

Weighted-average exercise price does not include shares issuable upon vesting of RSUs or PSUs, which have no exercise price.

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CEO Pay Ratio

Set forth below is a reasonable estimate, prepared under applicable SEC rules, of the ratio of the annual total compensation of our CEO to the median of the annual total compensation of our other employees for 2023.

Mr. Reigersman became our President and CEO in June 2023, succeeding Mr. Darrow, who ceased serving as CEO and departed at that time. For 2023, Mr. Reigersman had annual total compensation of $4,604,047, determined by annualizing the base salary that he received as CEO and including the other elements of his 2023 compensation as the selected approach for a year in which we had more than one CEO. For 2023, the median of the annual total compensation of our other employees was $152,998. Based on this information, for 2023, the ratio of the annual total compensation of Mr. Reigersman to the median of the annual total compensation of all other employees was 30 to 1.

To identify our median compensated employee from our employee population as of December 31, 2023, using W-2 wages paid to our employees in fiscal year 2023 as our consistently-applied compensation measure. Since all of our employees were located in the United States, we did not make any cost-of-living adjustments or foreign currency conversions. In addition, although permitted under SEC rules, we did not annualize the compensation of employees who were not employed with us for the full fiscal year, and therefore the W-2 wages of some employees was lower than it would have been had the compensation been annualized.

The pay ratio disclosed above is a reasonable estimate calculated in a manner consistent with SEC rules based on our payroll and employment records and the methodology described above. The SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions and to make reasonable estimates and assumptions that reflect their compensation practices. As such, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may have different employment and compensation practices and may use different methodologies, exclusions, estimates and assumptions in calculating their pay ratios.

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PAY VERSUS
PERFORMANCE

The disclosure included in this section is prescribed by SEC rules and does not necessarily align with how the Company or the Compensation Committee view the link between the Company’s performance and NEO pay. For additional information about our pay-for-performance philosophy and how we align executive compensation with Company performance, refer to the “Compensation Discussion and Analysis” section beginning on page 26.

Required Tabular Disclosure of Pay versus Performance

The amounts set forth below under the headings “Compensation Actually Paid to CEO” and “Average Compensation Actually Paid for NEOs” have been calculated in a manner consistent with Item 402(v) of Regulation S-K under the Exchange Act, or Regulation S-K. Use of the term “compensation actually paid,” or CAP, is required by the SEC’s rules and as a result of the calculation methodology required by the SEC, such amounts differ from compensation actually received by the individuals and the compensation decisions described in the “Compensation Discussion and Analysis” section above.

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	Value of Initial Fixed $100 Investment Based on:						​	​	​	​	​	​
Year	Summary Compensation Table Total for Former PEO(1)	Compensation Actually Paid to Former PEO(3)			Summary Compensation Table Total for Current PEO(2)			Compensation Actually Paid to Current PEO(3)			Average Summary Compensation Table Total for Non-PEO NEOs(4)			Average Compensation Actually paid to Non-PEO NEOs(5)			Total Shareholder Return(6)			Peer Group Total Shareholder Return(7)			Net Income (loss) (millions)(8)			Adjusted EBITDA (millions)(9)
(a)	(b)	(c)			(d)			(e)			(f)			(g)			(h)			(i)			(j)			(k)
2023	$4,811,134	​	$	1,580,913	​	$	3,826,018	​	$	6,146,011	​	$	1,173,934	​	$	1,435,267	​	$	72.84	​	$	118.90	​	$	(49.77)	​	$	(13.69)
2022	$4,508,812	​	$	2,072,029	​	$	—	​	$	—	​	$	2,321,256	​	$	1,224,363	​	$	52.84	​	$	81.51	​	$	(118.69)	​	$	(29.95)
2021	$3,608,731	​	$	1,545,311	​	$	—	​	$	—	​	$	1,221,066	​	$	489,836	​	$	71.58	​	$	134.42	​	$	(38.33)	​	$	4.89
2020	$3,635,922	​	$	5,223,052	​	$	—	​	$	—	​	$	1,476,475	​	$	965,362	​	$	88.42	​	$	137.33	​	$	76.54	​	$	42.10

(1)

The dollar amounts reported are the amounts of total compensation reported for Michael D. Darrow (our former Chief Executive Officer and PEO) for each corresponding year in the “Total” column of the Summary Compensation Table. Refer to “2023 Summary Compensation Table.”

(2)

The dollar amounts reported are the amounts of total compensation reported for Jantoon E. Reigersman (our Chief Executive Officer and PEO) for each corresponding year in the “Total” column of the Summary Compensation Table. Refer to “2023 Summary Compensation Table.”

(3)

The dollar amounts reported in columns (c) and (e) represent the amount of “compensation actually paid” to Messrs. Darrow and Reigersman, respectively, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Messrs. Darrow or Reigersman during the applicable years. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Messrs. Darrow’s and Reigersman’s total compensation for each year to determine the compensation actually paid:

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Year	Reported Summary Compensation Table Total for Former PEO ($)	Reported Value of Equity Awards(a) ($)	Equity Award Adjustments(b) ($)	Compensation Actually Paid to Former PEO ($)
2023	$4,811,134	$(3,306,341)	$76,120	$1,580,913
2022	$4,508,812	$(3,467,996)	$1,031,213	$2,072,029
2021	$3,608,731	$(3,008,492)	$945,072	$1,545,311
2020	$3,635,922	$(2,659,693)	$4,246,823	$5,223,052

Year	Reported Summary Compensation Table Total for Current PEO ($)	Reported Value of Equity Awards(a) ($)	Equity Award Adjustments(b) ($)	Compensation Actually Paid to Current PEO ($)
2023	$3,826,018	$(2,887,564)	$5,207,557	$6,146,011
2022	$—	$—	$—	$—
2021	$—	$—	$—	$—
2020	$—	$—	$—	$—

(a)

The grant date fair values of stock awards and option awards represent the total of the amounts reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable year.

(b)

The stock award and the option award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; and (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year. We used a Monte Carlo simulation to determine the grant date fair value of our 2019 through 2023 equity awards that would vest based on our annualized CAGR compared to that of the Russell 2000 Total Return Index and revalued those awards as of the end of the year for the interim years during the performance period (as applicable) using the same valuation methodology for purposes of this table. We remeasured the fair value at the end of the applicable performance periods and on vesting dates based on the payout resulting from our annualized CAGR compared to that of the Russell 2000 Total Return Index and the closing price of our common stock on the vesting date, as previously disclosed in the Company’s prior proxy statements related the applicable vesting period. The remeasured year end fair value of the March 2019 awards was $4.29 per share as of December 31, 2019, $2.92 per share as of December 31, 2020 and $0.89 per share as of December 31, 2021. The remeasured fair value of the March 2020 awards was $5.00 per share as of December 31, 2020, $3.12 per share as of December 31, 2021 and $2.18 per share as of December 31, 2022. The remeasured fair value of the March 2021 awards was 2.72 as of December 31, 2021, $2.14 per share as of December 31, 2022 and $2.80 per share as of December 31, 2023. The remeasured fair value of the March 2022 awards was $2.68 as of December 31, 2022 and $3.96 as of December 31, 2023. The remeasured fair value of the March 2023 awards was $4.74 as of December 31, 2023. We used the Black-Scholes option-pricing model to determine the grant date fair value of stock options awards granted to our employees. We granted these stock options awards at the money and used the “simplified” method as describe in SAB Topic 14 Question 6 to estimate the expected term. Since these options were no longer at the money after the grant date, we used Rev. Proc. 2003-68 to re-value these stock options awards for purposes of this table. The range of fair values of remeasured stock option awards for our PEO are as follows: (i) for 2020,

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between $0.65 and $3.47; (ii) for 2021, between $0.88 and $4.21; and (iii) for 2022, between $0.40 and $2.48. The amounts deducted or added in calculating the stock award and the option award adjustments are as follows:

Year	Year End Fair Value of Outstanding and Unvested Equity Awards Granted in the Year ($)	Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years ($)	Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($)	Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ($)	Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year ($)	Total Equity Award Adjustments
2023	$192,634	$344,924	$541,894	$(135,407)	$(867,925)	$76,120
2022	$1,810,447	$(751,394)	$113,263	$(132,318)	$(8,785)	$1,031,213
2021	$1,438,189	$(923,537)	$287,084	$143,336	$—	$945,072
2020	$3,805,266	$(114,853)	$740,818	$(184,408)	$—	$4,246,823

Year	Year End Fair Value of Outstanding and Unvested Equity Awards Granted in the Year ($)	Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years ($)	Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($)	Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ($)	Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year ($)	Total Equity Award Adjustments
2023	$4,301,593	$788,332	$107,243	$10,389	$—	$5,207,557
2022	$—	$—	$—	$—	$—	$—
2021	$—	$—	$—	$—	$—	$—
2020	$—	$—	$—	$—	$—	$—

(4)

The dollar amounts reported in Column (f) represent the average of the amounts reported for our NEOs as a group (excluding our PEO) in the “Total” column of the Summary Compensation Table in each applicable year. The NEOs (excluding our PEO) included for purposes of calculating the average amounts in each applicable year are as follows: for 2023, Oliver M. Foley, Teresa T. Luong, Jeffrey J. Swart and Jay J. Ku, for 2022, Jantoon E. Reigersman and Jeffrey J. Swart, and for 2021, Jantoon E. Reigersman, Kristin M. Slanina, Simon E. Smith, Jeffrey J. Swart and Charles C. Thomas and for 2020, Kristin M. Slanina, Simon E. Smith, Jeffrey J. Swart, Charles C. Thomas and Noel B. Watson.

(5)

The dollar amounts reported in Column (g) represent the average amount of “compensation actually paid” to the NEOs as a group (excluding our PEO), as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group (excluding our PEO) during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the NEOs as a group (excluding our PEO) for each year to determine the compensation actually paid, using the same methodology described above in Note (2):

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Year	Average Reported Summary Compensation Table Total for Non-PEO NEOs ($)	Average Reported Value of Equity Awards ($)	Average Equity Award Adjustments(a) ($)	Average Compensation Actually Paid to Non-PEO NEOs ($)
2023	$1,173,934	$(673,175)	$934,508	$1,435,267
2022	$2,321,256	$(1,730,805)	$633,912	$1,224,363
2021	$1,221,066	$(844,423)	$113,193	$489,836
2020	$1,476,475	$(1,066,211)	$555,098	$965,362

(a)

The stock award and the option award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; and (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year. We used a Monte Carlo simulation to determine the grant date fair value of our 2019 through 2023 equity awards that would vest based on our annualized CAGR compared to that of the Russell 2000 Total Return Index and revalued those awards as of the end of the year for the interim years during the performance period (as applicable) using the same valuation methodology for purposes of this table. We remeasured the fair value at the end of the applicable performance periods and on vesting dates based on the payout resulting from our annualized CAGR compared to that of the Russell 2000 Total Return Index and the closing price of our common stock on the vesting date, as previously disclosed in the Company’s prior proxy statements related the applicable vesting period. The remeasured year end fair value of the March 2019 awards was $4.29 per share as of December 31, 2019, $2.92 per share as of December 31, 2020 and $0.89 per share as of December 31, 2021. The remeasured fair value of the March 2020 awards was $5.00 per share as of December 31, 2020, $3.12 per share as of December 31, 2021 and $2.18 per share as of December 31, 2022. The remeasured fair value of the March 2021 awards was 2.72 as of December 31, 2021, $2.14 per share as of December 31, 2022 and $2.80 per share as of December 31, 2023. The remeasured fair value of the March 2022 awards was $2.68 as of December 31, 2022 and $3.96 as of December 31, 2023. The remeasured fair value of the March 2023 awards was $4.74 as of December 31, 2023. We used the Black-Scholes option-pricing model to determine the grant date fair value of stock options awards granted to our employees. We granted these stock options awards at the money and used the “simplified” method as describe in SAB Topic 14 Question 6 to estimate the expected term. Since these options were no longer at the money after the grant date, we used Rev. Proc. 2003-68 to re-value these stock options awards for purposes of this table. The range of fair values of remeasured stock option awards for our Non-PEO NEOs are as follows: (i) for 2020, between $0.53 and $3.44; (ii) for 2021, between $0.88 and $4.13; and (iii) for 2022, between $0.40 and $2.37. The amounts deducted or added in calculating the total average stock and option award adjustments are as follows:

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Year	Year End Fair Value of Outstanding and Unvested Equity Awards Granted in the Year ($)	Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years ($)	Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($)	Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ($)	Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year ($)	Total Equity Award Adjustments
2023	$855,739	$66,849	$40,169	$(5,616)	$(22,633)	$934,508
2022	$902,151	$(276,657)	$75,509	$(63,606)	$(3,485)	$633,912
2021	$415,804	$(46,854)	$83,038	$67,584	$(406,379)	$113,193
2020	$759,566	$(49,529)	$239,081	$(75,258)	$(318,762)	$555,098

(6)

Cumulative TSR is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company’s share price at the end and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period. No dividends were paid on stock or option awards in 2020, 2021 or 2022.

(7)

Represents the weighted peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. As permitted by SEC rules, the peer group used for this purpose is the group of companies included in the RDG Internet Composite Index, which is the industry peer group used in our Annual Report on Form 10-K pursuant to Item 201(e) of Regulation S-K for the fiscal year ended December 31, 2023. The separate peer group used by the Compensation Committee for purposes of determining compensation paid to our executive officers is described on page 32 and 33.

(8)

Net income attributable to TrueCar as reported in the Company’s consolidated financial statements included in our 2022 Annual Report on Form 10-K. The dollar amounts reported represent the amount of net income (loss) reflected in our consolidated audited financial statements for the applicable year.

(9)

As required by Item 402(v) of Regulation S-K, we have determined that Adjusted EBITDA is the Company-Selected Measure, the calculation of which is described in our Annual Report on Form 10-K for the year ended December 31, 2022. Additional information regarding our use of non-GAAP measures and reconciliations to the most directly comparable GAAP measure can be found on Annex A. Adjusted EBITDA may not have been the most important financial performance measure for years 2021 and 2020 and we may determine a different financial performance measure to be the most important financial performance measure in future years.

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Pay versus
Performance: Most Important Measures

The most important financial performance measures used by the Company to link CAP to the Company’s NEOs for the most recently completed fiscal year to the Company’s performance are set forth below. For further information regarding these performance metrics and their function in our executive compensation program, please see “Compensation Discussion and Analysis” beginning on page 26.

Most Important Performance Measures

Adjusted EBITDA(1)

Revenue

Compound annual growth in stock price

(1)

Refer to Annex A, “Reconciliation of adjusted EBITDA to GAAP net income (loss)” for a reconciliation of the non-GAAP measure presented to the most directly comparable GAAP measure.

Required Disclosure of the Relationship Between Compensation Actually Paid and Financial Performance Measures

As required by Item 402(v) of Regulation S-K, we are providing the following graphs to illustrate the relationship between the pay and performance figures that are included in the pay versus performance tabular disclosure above. In addition, the first graph below further illustrates the relationship between Company total shareholder return and that of the RDG Internet Composite Index. As noted above, “compensation actually paid” for purposes of the tabular disclosure and the following graphs were calculated in accordance with SEC rules and do not fully represent the actual final amount of compensation earned by or actually paid to our NEOs during the applicable years.

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Comparison of 5 Year Cumulative Total Return

Pay versus Performance: TSR

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Pay versus Performance: Net Income

Pay versus Performance: Adjusted EBITDA

All information provided above under the “Pay Versus Performance” heading will not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing, except to the extent the Company specifically incorporates such information by reference.

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CERTAIN RELATIONSHIPS AND RELATED PARTY AND OTHER TRANSACTIONS

In addition to the director and executive officer compensation arrangements and indemnification arrangements discussed above under “Executive Officers, Directors and Corporate Governance” and “Executive Compensation,” the following is a description of each transaction since January 1, 2023 and each currently proposed transaction in which:

•

we have been or are to be a participant;

•

the amount involved exceeded or exceeds $120,000; and

•

any of our directors, executive officers or holders of more than 5% of our capital stock, or any immediate family member of or person sharing the household with any of these individuals, had or will have a direct or indirect material interest.

Indemnification of Officers and Directors

Our Charter and Bylaws provide that we will indemnify our directors and officers, and may indemnify our employees and other agents, to the fullest extent permitted by Delaware law.

In addition to the indemnification required in our Charter and Bylaws, we have entered into an indemnification agreement with our directors and officers. These agreements provide for indemnification for certain expenses and liabilities incurred in connection with any action, suit, proceeding or alternative dispute resolution mechanism, or hearing, inquiry or investigation that may lead to the foregoing, to which they are a party, or are threatened to be made a party, by reason of the fact that they are or were a director, officer, employee, agent or fiduciary of our company, or any of our subsidiaries, by reason of any action or inaction by them while serving as an officer, director, agent or fiduciary, or by reason of the fact that they were serving at our request as a director, officer, employee, agent or fiduciary of another entity. We believe that these Charter and Bylaw provisions and indemnification agreements are necessary to attract and retain qualified persons as directors and officers.

AutoNation

AutoNation, Inc. (“AutoNation”) and one of its affiliates beneficially owned 5.9% of our Common Stock at December 31, 2023 based on the Schedule 13G filed with the SEC by AutoNation on November 4, 2022. AutoNation has been a longstanding TrueCar Certified Dealer pursuant to the TrueCar Dealer Master Terms and Conditions and Service Terms we entered into with AutoNation on April 29, 2016 (the “AutoNation Dealer Agreement”). Under the AutoNation Dealer Agreement, we provide AutoNation access to certain of our automotive-related products and services, including, among other things, the automotive information and communication platform and data analytics service that we provide to other dealers.

Under the AutoNation Dealer Agreement, for the year ended December 31, 2023, we received cash payments from AutoNation of $7,851,548. We believe that the AutoNation Dealer Agreement is on terms no less favorable to us than we could have obtained from unaffiliated third parties.

Policies and Procedures for Related-Party Transactions

Our audit committee has the primary responsibility for reviewing and approving or disapproving “related-party transactions,” which are transactions between us and related persons in which the aggregate amount involved

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exceeds or may be expected to exceed $120,000 and in which a related person has or will have a direct or indirect material interest. For purposes of this policy, a related person is defined as a director, executive officer, nominee for director or greater than 5% beneficial owner of our common stock, in each case since the beginning of the most recently completed year, and their immediate family members. Our audit committee charter provides that the audit committee shall review, approve or disapprove and oversee any related-party transactions.

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AUDIT COMMITTEE REPORT

This Audit Committee Report does not constitute soliciting material and should not be deemed filed or incorporated by reference into any other TrueCar filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent we specifically incorporate it by reference therein.

The following is the report of the audit committee of our Board of Directors. The audit committee has reviewed and discussed our audited financial statements for the fiscal year ended December 31, 2023 with our management. In addition, the audit committee has discussed with PricewaterhouseCoopers LLP, our independent accountants, the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (the “PCAOB”) and the SEC. The audit committee also has received the written disclosures and the letter from PricewaterhouseCoopers LLP as required by the applicable requirements of the PCAOB regarding the independent accountant’s communications with the audit committee concerning independence, and the audit committee has discussed with PricewaterhouseCoopers LLP the independence of PricewaterhouseCoopers LLP.

Based on the audit committee’s review of the matters noted above and its discussions with our independent accountants and our management, the audit committee recommended to the Board of Directors that the financial statements be included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023.

Respectfully submitted by:

Barbara A. Carbone (Chair)

Robert E. Buce

Faye M. Iosotaluno

Erin N. Lantz

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PROPOSAL ONE: ELECTION
OF DIRECTORS

Our Board consists of six members. In accordance with our Charter, our Board is divided into three classes with staggered three-year terms. At the Annual Meeting, three directors will be elected for three-year terms.

Nominees

Our nominating committee recommended, and our Board approved Barbara A. Carbone, Jantoon E. Reigersman and Diego A. Rodriguez as a nominees for election to the Board at the Annual Meeting. Each of Ms. Carbone and Mr. Reigersman is currently a director of the Company and the Board has nominated Mr. Rodriguez for election at the Annual Meeting as a new Class I director. Erin Lantz, a current Class I director, is retiring from service on the Board effective at the Annual Meeting. If elected, the nominees will serve as directors until our annual meeting in 2027, and until a successor is qualified and elected or until his or her earlier resignation or removal. Please see “Executive Officers, Directors and Corporate Governance” in this proxy statement for information concerning the nominees.

Unless otherwise instructed, the proxy holders will vote the proxies received by them FOR each of Barbara A. Carbone, Jantoon E. Reigersman and Diego A. Rodriguez. If any nominee is unable or declines to serve as a director at the time of the Annual Meeting, the proxies will be voted for another nominee designated by the Board. We are not aware of any reason that a nominee would be unable or unwilling to serve as a director.

Vote Required

Directors are elected by a plurality of the voting power of the shares present virtually or represented by proxy at the meeting and entitled to vote on the election of directors at the Annual Meeting. Abstentions and broker non-votes will have no effect on the outcome of the vote.

The Board recommends that stockholders vote “FOR” the election of each of Barbara A. Carbone, Jantoon E. Reigersman and Diego A. Rodriguez as Class I directors to serve until the 2027 annual meeting of stockholders or until his or her successor is duly elected and qualified.

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PROPOSAL TWO:
RATIFICATION OF
SELECTION OF
INDEPENDENT REGISTERED
PUBLIC ACCOUNTING
FIRM

The audit committee has appointed PricewaterhouseCoopers LLP, or PwC, as our independent registered public accounting firm for the fiscal year ending December 31, 2024 and recommends that stockholders vote for ratification of that appointment. The audit committee, in its discretion, may appoint a new independent registered public accounting firm at any time during the year, notwithstanding the results of any vote and despite the fact it has already appointed PwC, if the audit committee believes that a change in our independent registered public accountant would be in our best interests and those of our stockholders. If our stockholders do not ratify this appointment, the audit committee may consider whether it should appoint another independent registered public accounting firm.

PwC served as our independent registered public accounting firm for the 2022 and 2023 fiscal years. We expect that representatives of PwC will be present at the virtual Annual Meeting to respond to appropriate questions and to make a statement if they so desire.

Principal Accounting Fees and Services

The following table sets forth all fees accrued or paid to PwC for the years ended December 31, 2022 and 2023:

​	Fiscal Year
​	2022			2023
Audit Fees	​	$	1,720,000	​	$	1,650,000
Audit-Related Fees	​	​	35,118	​	​	—
Tax Fees	​	​	27,500	​	​	19,000
All Other Fees	​	​	4,150	​	​	900
Total	​	$	1,786,768	​	$	1,669,900

Audit fees cover professional services provided by PwC in connection with the audit of our annual financial statements and an audit of the effectiveness of internal control over financial reporting, quarterly reviews of financial statements included in our annual reports on Form 10-K and quarterly reports on Form 10-Q and professional services rendered in connection with comfort letters, consents and reviews of other documents filed with the SEC.

Audit-related fees are fees for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements, including due diligence activities relating to mergers and acquisitions and consultations concerning financial accounting and reporting standards.

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Tax fees cover tax services provided by PwC including detailed tax studies (Section 382 studies), tax planning projects, consultation, tax advice related to mergers and acquisitions, and tax compliance services.

All other fees cover license fees for accounting research and disclosure software.

Pre-approval Policy.   Under our audit committee’s charter, the audit committee is required to pre-approve all audit services and to pre-approve (or approve subsequently, where permitted by law) all non-audit and tax services performed by our independent registered public accounting firm in order to ensure that the provision of those services does not impair the public accounting firm’s independence. In fiscal years 2022 and 2023, all fees identified above under the captions “Audit Fees,” “Audit-Related Fees,” “Tax Fees” and “All Other Fees” that PwC billed were approved by the audit committee in accordance with the audit committee’s charter and other applicable legal requirements, including pursuant to pre-approval policies and procedures established by the audit committee in accordance with the audit committee’s charter and applicable law.

The audit committee has determined that PwC’s rendering of other professional services for tax compliance and tax advice is compatible with maintaining PwC’s independence.

Vote Required

The affirmative vote of the holders of a majority of the shares of our common stock present virtually or represented by proxy and entitled to vote on the matter is necessary to ratify the selection of PwC as our independent registered public accounting firm for fiscal year 2024. A share that abstains on this proposal is treated as a share present virtually or represented by proxy and entitled to vote and, therefore, will have the effect of a vote “against” ratifying PwC as our independent registered public accounting firm. Broker non-votes, if any, will have no effect on the outcome of the vote.

The Board, at the audit committee’s recommendation, recommends that stockholders vote “FOR” the ratification of the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024.

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PROPOSAL THREE: ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION

Pursuant to Section 14A of the Exchange Act, we are providing our stockholders with the opportunity to approve, by advisory vote, the compensation of our named executive officers, as described in this proxy statement.

This proposal, commonly referred to as a “say-on-pay” vote, gives our stockholders the opportunity to express their views on the compensation of our named executive officers. This vote is not intended to address any specific item of compensation or any specific named executive officer, but rather the overall compensation of all of our named executive officers and our executive compensation philosophy, objectives and program, as described in this proxy statement. Accordingly, we ask our stockholders to approve the compensation of our named executive officers, as disclosed in the section entitled “Executive Compensation” of this proxy statement, including the Compensation Discussion and Analysis, the compensation tables and the related narrative disclosure, by casting a non-binding advisory vote “FOR” the following resolution:

“RESOLVED, that the stockholders of TrueCar, Inc. approve, on a non-binding advisory basis, the compensation paid to the named executive officers, as disclosed in the proxy statement for the 2024 Annual Meeting, including the Compensation Discussion and Analysis, compensation tables and narrative discussion.”

As an advisory vote, the result will not be binding on the Board or the compensation committee. The say-on-pay vote will, however, provide us with important feedback from our stockholders about our executive compensation philosophy, objectives and program. The Board and the compensation committee value the opinions of our stockholders and expect to take into account the outcome of the vote when considering future executive compensation decisions and when evaluating our executive compensation program. The Board will schedule the next say-on-pay vote after considering the results of Proposal Four: our stockholder advisory vote on the frequency of advisory say-on-pay votes

The Board recommends a vote “FOR” the approval, on a non-binding advisory basis, of our executive compensation, as discussed in this proxy statement.

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PROPOSAL FOUR:
ADVISORY VOTE ON THE
FREQUENCY OF ADVISORY
VOTES ON NAMED
EXECUTIVE OFFICER
COMPENSATION

In accordance with SEC rules, we are seeking an advisory vote from our stockholders on how often we should hold an advisory vote to approve named executive officer compensation similar to Proposal Three. You may vote for every one, two or three years, or you may abstain from voting.

After careful consideration, the Board recommends that you vote to hold an advisory say-on-pay vote annually. The Board believes that holding a say-on-pay vote annually is the most appropriate option because it will give us more frequent feedback from our stockholders on our executive compensation philosophy, objectives and program, as well as the compensation paid to our named executive officers. We recognize that some of our stockholders may have different views and we look forward to dialogue on this advisory vote.

Our stockholders last voted on the frequency of holding a say-on-pay vote at our 2018 annual meeting of stockholders and, in accordance with the stated preference of stockholders, we have held an annual advisory say-on-pay vote since then. A stockholder advisory vote on the frequency of advisory say-on-pay votes will be conducted again no later than our 2030 annual meeting of stockholders.

The option of one, two or three years that receives the highest number of votes cast will be deemed to be the frequency of future say-on-pay votes recommended by our stockholders. Although this advisory vote is non-binding, the Board and compensation committee will review and consider the voting results. Notwithstanding the Board’s present recommendation and the voting results, the Board may in the future decide to conduct advisory say-on-pay votes on a less frequent basis and may vary its practice based on the future discussions with stockholders and/or changes to our executive compensation practices and programs.

The Board recommends a vote to hold future advisory votes on executive compensation every “1 YEAR.”

The Board does not know of any other matters to be presented at the Annual Meeting. If any additional matters are properly presented or otherwise allowed to be considered at the Annual Meeting, the persons named in the enclosed proxy will have discretion to vote shares they represent in accordance with their own judgment on such matters.

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It is important that your shares be represented at the meeting, regardless of the number of shares that you hold. You are, therefore, urged to submit your proxy or voting instructions at your earliest convenience.

BY ORDER OF THE BOARD OF DIRECTORS​

Santa Monica, California

April 8, 2024

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ANNEX A −
RECONCILIATION OF
ADJUSTED EBITDA TO
GAAP NET INCOME (LOSS)

This proxy statement contains information regarding Adjusted EBITDA, which is a financial measure that is not calculated in accordance with generally accepted accounting principles in the United States, or GAAP. We define Adjusted EBITDA as net income (loss) adjusted to exclude interest income, depreciation and amortization, stock-based compensation, (gain) loss from equity method investment including impairment charges, certain litigation costs, certain restructuring costs, certain transaction costs, changes in the fair value of contingent consideration liability, goodwill impairment, other income, lease exit costs, impairment of right-of-use assets, and income taxes.

We have provided below a reconciliation of Adjusted EBITDA to net income (loss), the most directly comparable GAAP financial measure. Adjusted EBITDA should not be considered as an alternative to net income (loss) or any other measure of financial performance calculated and presented in accordance with GAAP. In addition, our Adjusted EBITDA measure may not be comparable to similarly titled measures of other organizations as they may not calculate Adjusted EBITDA in the same manner as we calculate this measure.

We use Adjusted EBITDA as an operating performance measure as it is (i) an integral part of our reporting and planning processes; (ii) used by our management and Board to assess our operational performance, and together with operational objectives, as a measure in evaluating employee compensation and bonuses; and (iii) used by our management to make financial and strategic planning decisions regarding future operating investments. We believe that using Adjusted EBITDA facilitates operating performance comparisons on a period-to-period basis because it excludes variations primarily caused by changes in the excluded items noted above. In addition, we believe that Adjusted EBITDA is widely used by investors, securities analysts, rating agencies and other parties in evaluating companies as measures of financial performance and debt-service capabilities.

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PROXY STATEMENT

The following table presents a reconciliation of net (loss) income to Adjusted EBITDA for each of the periods presented:

​	Year Ended December 31,
​	2023			2022			2021
​	(in thousands)
Reconciliation of Net (Loss) Income to Adjusted EBITDA:	​	​	​	​	​	​	​	​	​
Net (loss) income	​	$	(49,766)	​	$	(118,685)	​	$	(38,329)
Income from discontinued operations, net of taxes	​	​	—	​	​	—	​	​	(40)
Loss from continuing operations	​	​	(49,766)	​	​	(118,685)	​	​	(38,369)
Non-GAAP adjustments:	​	​	​	​	​	​	​	​	​
Interest income	​	​	(6,718)	​	​	(2,565)	​	​	(52)
Depreciation and amortization	​	​	17,699	​	​	16,520	​	​	16,279
Stock-based compensation	​	​	14,299	​	​	17,681	​	​	20,395
(Gain) loss from equity method investment(1)	​	​	—	​	​	(1,845)	​	​	5,404
Change in fair value of contingent consideration liability	​	​	931	​	​	359	​	​	41
(Gain) loss from lease exit(2)	​	​	(1,477)	​	​	214	​	​	—
Impairment of right-of-use (“ROU”) assets(3)	​	​	2,376	​	​	—	​	​	1,652
Transaction costs(4)	​	​	—	​	​	1,200	​	​	—
Restructuring charges(5)	​	​	8,947	​	​	—	​	​	—
Goodwill impairment(6)	​	​	—	​	​	59,775	​	​	—
Other income	​	​	—	​	​	(40)	​	​	(667)
Provision for (benefit from) income taxes	​	​	17	​	​	(2,560)	​	​	206
Adjusted EBITDA	​	$	(13,692)	​	$	(29,946)	​	$	4,889

(1)

The excluded amounts include a $1.8 million from changes in fair value of a derivative asset recognized from the sale of our equity method investment in Accu-Trade during the first quarter of 2022, and a $4.1 million impairment charge on our equity method investment in Accu-Trade in the fourth quarter of 2021.

(2)

The excluded amount represents lease exit gains and losses associated with certain of our existing office locations. We consider these charges to be unrelated to our underlying results of operations and believe that their exclusion is appropriate to facilitate period-to-period operating performance comparisons.

(3)

The excluded amount represents impairment charges on our ROU assets associated with certain of our existing office locations. We consider these charges to be unrelated to our underlying results of operations and believe that their exclusion is appropriate to facilitate period-to-period operating performance comparisons.

(4)

The excluded amount represents external legal, accounting, consulting and other third-party fees and costs we incurred in connection with the Digital Motors acquisition. The excluded amounts also included a $0.25 million associated with acceleration of unvested options to purchase shares of Digital Motors stock held by Digital Motors employees at the time of the acquisition that are accounted for as post-combination compensation expense. These expenses are included in general and administrative expenses in our consolidated statements of comprehensive income (loss). We consider these fees and costs, which are associated with merger and acquisition transactions outside the normal course of our operations, to be unrelated to our underlying results of operations and believe that their exclusion provides investors with a more complete understanding of the factors and trends affecting our business operations.

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PROXY STATEMENT

(5)

The excluded amounts represent charges associated with the Restructuring Plan undertaken in the second quarter of 2023 to improve efficiency and reduce expenses and charges associated with the realignment of the Company’s leadership structure in the third quarter of 2023. We consider these charges to be unrelated to our underlying results of operations and believe that their exclusion is appropriate to facilitate period-to-period operating performance comparisons.

(6)

The excluded amounts represent non-cash impairment charges we recognized on our goodwill during the third quarter of 2022

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Executive OfficersJantoon ReigersmanOliver FoleyJay KuPresident andChief Financial OfficerChief Revenue OfficerChief Executive OfficerJeff SwartExecutive Vice President,General Counsel and SecretaryBoard of DirectorsJantoon Reigersman Barbara Carbone Robert Buce President and Board Chair Chairman Chief Executive Officer TrueCar, Inc. Palisades Holdings TrueCar, Inc. Brendan Harrington Faye Iosotaluno Erin Lantz President Chief Executive Officer Chief Revenue OfficerAutobahn Fort WorthTinderEthos LifeCorporate AddressMailInvestor RelationsTrueCar, Inc.Computershareinvestors@truecar.com1401 Ocean Avenue, Suite 200PO BOX 43006Santa Monica, CA 90401Providence, RI 02940-3006Transfer AgentCourierComputershareComputershareTelephone: 877. 373. 6374150 Royall StreetFax: 866. 519. 8563Suite 101International: 781. 575. 2879Canton, MA 02021Ticker SymbolNASDAQ: TRUE

© 2024 TrueCar, Inc. All Rights Reserved.2024Proxy Statement and Notice of Annual Meeting of StockholdersProxy Statement and Notice of Annual Meeting of Stockholders202423-32122-1 C8.1 P4

TRUECAR, INC.1401 OCEAN AVENUESUITE 200SANTA MONICA, CA 90401 SCAN TOVIEW MATERIALS & VOTE VOTE BY INTERNET - www.proxyvote.com or scan the QR Barcode aboveUse the Internet to transmit your voting instructions and for electronic delivery ofinformation. Vote by 11:59 P.M. ET on 05/22/2024. Have your proxy card in hand whenyou access the web site and follow the instructions to obtain your records and to createan electronic voting instruction form.During The Meeting - Go to www.virtualshareholdermeeting.com/TRUE2024You may attend the meeting via the Internet and vote during the meeting. Have theinformation that is printed in the box marked by the arrow available and follow theinstructions.VOTE BY PHONE - 1-800-690-6903Use any touch-tone telephone to transmit your voting instructions. Vote by 11:59 P.M. ETon 05/22/2024. Have your proxy card in hand when you call and then follow theinstructions.VOTE BY MAILMark, sign and date your proxy card and return it in the postage-paid envelope we haveprovided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: KEEP THIS PORTION FOR YOUR RECORDS THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY The Board of Directors recommends you vote FORthe following:1. Election of DirectorsNominees01) Barbara Carbone 02) Jantoon Reigersman 03) Diego RodriguezTRUECAR, INC.1401 OCEAN AVENUESUITE 200SANTA MONICA, CA 90401VOTE BY INTERNET - www.proxyvote.com or scan the QR Barcode aboveUse the Internet to transmit your voting instructions and for electronic delivery ofinformation. Vote by 11:59 P.M. ET on 05/22/2024. Have your proxy card in hand whenyou access the web site and follow the instructions to obtain your records and to createan electronic voting instruction form.During The Meeting - Go to www.virtualshareholdermeeting.com/TRUE2024You may attend the meeting via the Internet and vote during the meeting. Have theinformation that is printed in the box marked by the arrow available and follow theinstructions.VOTE BY PHONE - 1-800-690-6903Use any touch-tone telephone to transmit your voting instructions. Vote by 11:59 P.M. ETon 05/22/2024. Have your proxy card in hand when you call and then follow theinstructions.VOTE BY MAILMark, sign and date your proxy card and return it in the postage-paid envelope we haveprovided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood,NY 11717.The Board of Directors recommends you vote FOR proposals 2 and 3. For Against Abstain2. To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accountants forthe fiscal year ending December 31, 2024.3. Advisory vote to approve named executive officer compensation.The Board of Directors recommends you vote 1 YEAR on the following proposal: 1 year 2 years 3 years Abstain4. Advisory vote to recommend the frequency of future advisory votes on named executive officer compensation.NOTE: In their discretion, the proxies are authorized to vote upon such other business that may properly comebefore the Meeting or at any adjournment or postponement thereof. Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary,please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation orpartnership, please sign in full corporate or partnership name by authorized officer. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date To withhold authority to vote for anyindividual nominee(s), mark “For AllExcept” and write the number(s

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:The Notice and Proxy Statement and Annual Report are available at TRUECAR, INC.Annual Meeting of StockholdersMay 23, 2024 8:30 AM Pacific TimeThis proxy is solicited by the Board of DirectorsThe stockholder(s) hereby appoint(s) Jantoon Reigersman and Jeffrey Swart, or either of them, as proxies, each with the power to appoint his substitute, andhereby authorize(s) them to represent and to vote, as designated on the reverse side of this ballot, all of the shares of Common Stock of TRUECAR, INC. that thestockholder(s) is/are entitled to vote at the Annual Meeting of Stockholders to be held at 8:30 AM, PT on May 23, 2024, live via the Internet atwww.virtualshareholdermeeting.com/TRUE2024 and any adjournment or postponement thereof.This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordancewith the recommendations of the Board of Directors.Continued and to be signed on reverse side

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