Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
TrueCar, Inc. (the "Company") announced today that on August 27, 2020, the Board
of Directors (the "Board") of the Company elected Barbara Carbone, age 61, to
the Board by a unanimous vote of the directors then in office, filling a vacancy
caused by the previously-announced resignation of Ion Yadigaroglu. Ms. Carbone
will serve on the Board's audit committee.
Ms. Carbone will be entitled to the same compensation as the other non-employee
directors who are not affiliated with a venture capital investor in the Company
under the Company's outside director compensation policy (the "Policy"). The
Policy is described in the Company's most recent Proxy Statement on Schedule
14A, filed with the Securities and Exchange Commission on April 8, 2020 (the
"Proxy Statement").
Pursuant to the Policy, on August 27, 2020, Ms. Carbone received a one-time
initial equity grant comprised of a restricted stock unit award with a grant
date fair value of $300,000. In addition, each non-employee director who has
served on the Board for at least six months as of the date of each annual
meeting of stockholders receives an annual equity grant. The annual equity grant
to directors consists of a restricted stock unit award with a grant date fair
value of $150,000. Ms. Carbone will also be entitled to an annual retainer of
$65,000. There are no arrangements or understandings between Ms. Carbone and any
other persons pursuant to which she was selected as a director, and she does not
have a direct or indirect material interest in any transaction or proposed
transaction that would be required to be disclosed pursuant to Item 404(a) of
Regulation S-K.
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