2024 ANNUAL

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 ~~must give timely notice to our Corporate Secretary in accordance with our Bylaws, which, in general, require~~proposal that ~~the notice be received by our Corporate Secretary within the time period described above under "Stockholder Proposals" for stockholder proposals that are~~is not intended to be included in our proxy ~~statement.~~statement must be received by our Corporate Secretary at our principal executive offices:

•

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

•

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 ~~with respect to~~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."~~“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 ~~until~~ 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., ~~120 Broadway,~~1401 Ocean Ave, Suite 200, Santa Monica, California 90401 or (3) contact our Investor Relations department by email at ~~investors@true.com.~~investors@truecar.com or by phone at (800) 200-2000, extension 8771. Stockholders who currently receive multiple copies of the ~~Proxy Statement~~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 ~~have questions about lost stock certificates or~~ need to change my mailing address?

A: You may contact our transfer agent, Computershare Trust Company, N.A., by telephone at ~~1-877-373-6374 (U.S.)~~(877) 373-6374 (in the United States) or ~~+1-781-575-2879~~(781) 575-2879 (outside the ~~U.S.),~~United States) or by email at web.queries@computershare.com if you ~~have lost your stock certificate or~~ need to change your mailing address.

TABLE OF CONTENTS

2024 ANNUAL

PROXY STATEMENT

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, ~~2016:~~2024:



Name		Age		Position
~~Executive Officers~~
~~Chip Perry~~Executive Officers	62
Jantoon E. Reigersman		42		President and Chief Executive Officer, and a Director
~~Michael Guthrie~~Oliver M. Foley	50	39		Chief Financial Officer
~~John Stephenson~~Jeffrey J. Swart	57	56		Executive Vice President, General Counsel and Secretary
Jay J. Ku		41		Chief ~~Risk~~Revenue Officer
Non-Employee Directors
~~Non-Employee Directors~~Barbara A. Carbone		65
~~Abhishek Agrawal~~	37		Director
~~Todd Bradley~~ and Chair of the Board	57		~~Director~~
Robert E. Buce	67	75		Director
~~Christopher Claus~~Brendan L. Harrington	55	53		Director
~~Steven Dietz~~Faye M. Iosotaluno	52	44		Director
~~Thomas Gibson~~Erin N. Lantz	73	44		Director
~~John Krafcik~~New Director Nominees
Diego A. Rodriguez		54		New Director
~~Ion Yadigaroglu~~ Nominee	46		~~Director~~

TABLE OF CONTENTS

2024 ANNUAL

PROXY STATEMENT

Executive Officers

~~Chip Perry~~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 ~~Directors since December 2015.~~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 ~~joining us,~~Ogin, Mr. ~~Perry~~Reigersman was an associate in the ~~President~~Special Situations Group at Goldman Sachs and ~~Chief Executive Officer of RentPath LLC,~~ an ~~operator of online real estate rental websites~~analyst at Morgan Stanley. Mr. Reigersman is an inaugural fellow at the Finance Leaders Fellowship and mobile apps, since July 2015. Mr. Perry was President and Chief Executive Officer of AutoTrader Group, Inc., an online automotive marketplace, from August 1997 until March 2013, and served as a member of its board of directors between August 1999 and March 2013. Mr. Perry has served as a member of the ~~boards~~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 ~~Auto Trader Group PLC (UK), MXC Solutions India Private Ltd.~~Management at Erasmus University, a Masters in International Management from the École des Hautes Études Commerciales de Paris and ~~The Car Trader Proprietary Ltd. since April 2014, June 2014 and February 2014, respectively.~~is a graduate of the General Management Program at the Harvard Business School.

We believe that Mr. ~~Perry~~Reigersman is qualified to serve as a member of our Board ~~of Directors~~ because of his substantial ~~industry,~~ operational, financial and business strategy ~~expertise gained from serving as a chief executive officer in the online automotive industry.~~expertise.

~~Michael Guthrie~~Oliver M. Foley has served as our Chief Financial Officer since ~~January 2012 and~~October 2023. From October 2022 until he joined us, Mr. Foley served as ~~our Interim Chief Operating Officer~~the Head of Finance of Flexcar, LLC, a vehicle subscription company, and was Regional General Manager at Flexcar from January 2022 to September ~~2015 until December 2015. Prior to~~2022. Before joining ~~us,~~Flexcar, Mr. ~~Guthrie~~Foley was ~~Senior~~the Vice President ~~Business Development~~of Strategy, Society6 at ~~SharesPost, Inc.~~Leaf Group, Ltd., ~~an online private capital marketplace,~~a diversified internet, media and e-commerce company, from ~~January 2011 to October 2011. From February 2009~~December 2018 to January 2011, Mr. Guthrie served as a principal at Saful Consulting, where he advised public and private technology companies on strategic matters. From January 2007 to January 2009, Mr. Guthrie was managing director at Symphony Technology Group, LLC, a private equity firm, and from October 2000 to December 2006, Mr. Guthrie was a principal in private equity firms TPG Ventures and Garnett & Helfrich Capital. Earlier in his career, Mr. Guthrie was an investment banker at Credit Suisse First Boston focused on financing and advising technology companies. Mr. Guthrie2022. He is also a ~~Senior Advisor~~co-founder of Halo Energy, LLC, a wind turbine company, where he served as an executive from May 2017 to ~~Rubicon Technology Partners,~~November 2018. Prior to that, he held various finance and business development roles at Ogin, Inc., a ~~technology-focused private equity firm.~~clean technology company. Mr. ~~Guthrie~~Foley holds a B.A. in History & Economics from ~~the University~~Davidson College and a Master of ~~Virginia and an M.B.A.~~Business Administration from the ~~Stanford Graduate~~Tuck School of ~~Business.~~Business at Dartmouth University.

~~John Stephenson~~Jeffrey J. Swart has served as our ~~Chief Risk Officer~~Executive Vice President, General Counsel and Secretary since ~~April 2014.~~July 2017. From ~~September 1984~~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. ~~Stephenson was a litigation partner~~Swart practiced law at the law firm of Alston & Bird LLP, ~~our outside regulatory counsel.~~where he was a litigation partner. Prior to joining Alston & Bird, Mr. ~~Stephenson~~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 ~~corporate governance and~~ complex commercial litigation. Mr. ~~Stephenson~~Swart holds ~~a B.A. in Political Science and Government and~~ a J.D. from the Emory University School of ~~North Carolina~~Law and a B.B.A. from the Goizueta Business School at ~~Chapel Hill.~~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.

TABLE OF CONTENTS

2024 ANNUAL

PROXY STATEMENT

Board of Directors and New Director Nominees

~~Abhishek Agrawal~~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.

TABLE OF CONTENTS

2024 ANNUAL

PROXY STATEMENT

		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 ~~Directors since November 2013.~~accounting- and auditing-related roles at KPMG LLP, a multinational accounting and advisory firm. Since ~~April 2013, Mr. Agrawal~~January 2021, Ms. Carbone has served as Managing Director at Vulcan Capital, an investment firm, and head of its Palo Alto office. Mr. Agrawal directs Vulcan Capital's growth investments in the Internet and technology sectors globally. Prior to joining Vulcan Capital, from June 2006 to April 2013, Mr. Agrawal was with General Atlantic LLC, a global growth equity firm, where he served as a principal, driving investments in the Internet and technology space. Prior to General Atlantic LLC, Mr. Agrawal was with Lazard Technology Partners, or Lazard, an Internet and technology focused venture capital firm, and previously

~~served in Lazard's investment banking group. Mr. Agrawal serves~~ on the board of directors of ~~Zuora,~~DZS Inc., ~~an enterprise~~a publicly-traded provider of mobile transport and broadband access equipment and software, ~~company that designs~~where she is a member of the audit committee and ~~sells software-as-a-service applications for companies with~~chair of the compensation committee. Since November 2022, she has served as a ~~subscription business model and Scytl, a software company that provides election modernization solutions, and was previously on~~member of the ~~boards~~board of directors of ~~Bazaarvoice, Inc.,~~Limoneira Company, a ~~software-as-a-service~~publicly-traded international agribusiness and real estate development company, ~~providing social commerce solutions,~~where she is chair of the audit committee and ~~Network Solutions, LLC,~~ a ~~technology company providing web services to small~~member of the compensation committee. Ms. Carbone also is a member of the board of directors and ~~medium-sized businesses. Mr. Agrawal holds~~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 ~~Economics with a concentration in Finance~~Business Administration (Accountancy) from ~~the Wharton School~~California State University at ~~the University of Pennsylvania and an M.B.A. from Harvard Business School, where he graduated with highest distinction and was a Baker Scholar.~~Sacramento.

We believe ~~Mr. Agrawal~~that Ms. Carbone is qualified to serve as a member of our Board ~~of Directors~~ because of ~~his corporate finance, business strategy~~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 ~~expertise gained from his significant experience in the venture capital~~ and private equity industries, analyzing, investing in, serving on the boards of, and providing guidance to various technology companies. We also value his perspective as a representative of one of our largest stockholders.investor relations.

~~Todd Bradley~~Robert E. Buce has served as a member of our Board of Directors since September 2013. Since January 2016, Mr. Bradley has served as Chief Executive Officer of Mozido, LLC, a global provider of trusted digital payment and commerce solutions. From June 2014 through December 2014, Mr. Bradley served as President of TIBCO Software, Inc., a global infrastructure and business intelligence software company. Prior to joining TIBCO, from June 2005 to June 2014, Mr. Bradley served as an executive vice president of Hewlett-Packard Company, a public information technology corporation, most recently as Executive Vice President, Strategic Growth Initiatives, responsible for enhancing Hewlett-Packard's business in China and extending Hewlett-Packard's partner relationships. Mr. Bradley also currently serves on the board of the Newseum. Mr. Bradley holds a B.S. in Business Administration from Towson State University.

We believe Mr. Bradley is qualified to serve as a member of our Board of Directors because of his track record of identifying and fostering strategic partnerships in the technology sector and his substantial corporate governance, corporate development, business strategy and financial expertise gained as an executive in the technology and finance industries and from holding various executive positions at a publicly traded technology company.

~~Robert Buce~~ ~~has served as a member of our Board of Directors~~ 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 ~~an accounting and advisory firm,~~ 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~~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 ~~of Directors~~ because of ~~his historical expertise~~the experience he gained relevant to our business from serving as our ~~Executive Vice President and~~ Chief Financial Officer, his experience in the automotive industry, and ~~his~~the substantial corporate governance, operational, financial and ~~financial~~audit expertise he gained from serving as Managing Partner at KPMG LLP, as Managing Director at BearingPoint and ~~from his experience serving~~ on the boards of directors and boards of advisors of several private companies. As ~~our longest serving members~~the longest-serving member of our Board, ~~of Directors,~~ we also value his deep understanding of our business as it has evolved over time.

~~Christopher Claus~~Brendan L. Harrington has served as a member of our Board since October 2022. Since January 2023, Mr. Harrington has been the President of ~~Directors since April 2014.~~Autobahn Fort Worth, a luxury automobile dealer group. From ~~December 1994~~May 2021 to ~~March 2014,~~January 2023, he was General Manager of Capistrano Valley Toyota, an automobile dealership. From November 2018 to November 2020, Mr. ~~Claus~~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 ~~senior executive~~positions

TABLE OF CONTENTS

2024 ANNUAL

PROXY STATEMENT

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 ~~at USAA, a Fortune 150 diversified financial services company, most recently as Executive Vice President of USAA Enterprise Advice Group~~for Mercedes-Benz USA and ~~President of USAA Financial Services Group. Previously, he~~Nissan North America. He has served as an advisor to numerous companies in the ~~Senior Vice President and then President of USAA Investment Management Company.~~automotive space on digital product development. Mr. Claus also served as the Vice President of Investment Sales and Service. Prior to USAA, Mr. Claus was Vice President of Equity Trading and Retirement Plans at Norwest Investment Services, Inc. Mr. Claus holdsHarrington has a B.A. ~~in Business Administration~~ from ~~the~~Georgetown University ~~of Minnesota—Duluth~~ and an ~~M.B.A.~~M.A. from ~~the University of St. Thomas.~~Stanford University.

We believe that Mr. ~~Claus~~Harrington is qualified to serve as a member of our Board ~~of Directors~~ because of his ~~substantial business strategy~~experience as a senior executive in the automotive industry and ~~corporate~~with product development and ~~governance expertise gained as an executive~~digital and ~~counselor at several companies in the finance industry.~~brand marketing.

~~Steven Dietz~~Faye M. Iosotaluno has served as a member of our Board ~~of Directors~~ since ~~February 2006. Mr. Dietz~~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 ~~Partner~~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 ~~Upfront Ventures,~~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 ~~venture capital firm, since its founding~~private European online audio distribution and sharing platform, where she worked from October 2014 to October 2017. Prior to SoundCloud, Ms. Iosotaluno served in ~~1996. During his career, Mr. Dietz has overseen numerous investments in the automotive industry. Mr. Dietz~~a number of digital product development, M&A leadership and strategy-related roles at various media companies. Ms. Iosotaluno holds a ~~B.S.~~B.A. in ~~Finance~~English from the University of ~~Colorado.~~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 ~~Mr. Dietz~~that Ms. Iosotaluno is qualified to serve as a member of our Board ~~of Directors~~ because of ~~his substantial corporate finance, business strategy and corporate development expertise gained from his significant~~her extensive experience in ~~the venture capital industry, analyzing, investing in~~strategy, M&A transactions, new business initiatives and ~~serving on the boards of directors of various private technology companies. We also value his perspective~~digital marketplace and business operations and digital brand marketing.

Diego A. Rodriguez has been nominated by our Board for election as a ~~representative~~director at the Annual Meeting at the recommendation of ~~one of our largest stockholders.~~

~~Thomas Gibson~~ ~~has~~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 ~~member of our Board of Directors since June 2012. Mr. Gibson was with Asbury Automotive Group, Inc., an automotive retailer, which he founded,~~Senior Partner, Global Managing Director, and in other roles at IDEO, a design and consulting firm, from ~~November 1994 to~~ December ~~2007, during which time he served as Chairman, President and Chief Executive Officer from November 1994~~2004 to November 1999 and as Interim Chief Executive Officer from October 2001 to December 2001. Mr. Gibson serves on the boards of directors of Dealer Tire, LLC, a tire, maintenance and light-repair product distributor that partners with automobile manufacturers, since September 2003, Alliance Inspection Management, LLC, a new and pre-owned vehicle inspection partnership, since October 2006, and Leader Auto Resources LAR Inc., a car dealer cooperative buying group, since March 2011.2017. He ~~also~~has served on the board of directors of ~~Dealertrack Technologies,~~Lending Tree, Inc., an online lending marketplace, since April 2022, where he is a ~~provider~~member of ~~software solutions and services for~~ the ~~automotive industry, from June 2005 to February 2008.~~transactions committee. From ~~February 2008 to February 2010,~~January 2022 until January 2024, Mr. ~~Gibson~~Rodriguez served on the board of directors of ~~Guilford Mills,~~EngageSmart, Inc., a ~~manufacturer of performance textiles for automotive and specialty markets, and from February 2008 to July 2009, Mr. Gibson~~software as a service provider. He previously served on the ~~board~~Harvard University Board of ~~directors of Chrysler LLC, an automobile manufacturer~~Overseers from ~~October 2007~~May 2018 to ~~June 2009.~~May 2020. Mr. Gibson also served on the board of directors of Ikon Office Solutions, Inc., a provider of document management systems and services, from 1990 to 1999. Mr. Gibson has over 30 years of experience in the automotive industry, previously holding senior sales, marketing and management positions with Ford Motor Company and Chrysler LLC before becoming President and Chief Operating Officer of Subaru of America, Inc. from September 1981 to April 1993. Mr. GibsonRodriguez holds a ~~B.A.~~Bachelor of Arts in ~~Economics~~Values, Technology Science & Society and a Bachelor of Science in Mechanical Engineering from ~~DePauw~~Stanford University, and ~~an M.B.A.~~a Master of Business Administration from Harvard ~~University.~~Business School.

We believe that Mr. ~~Gibson~~Rodriguez is qualified to serve as a member of our Board ~~of Directors~~ because of his substantial ~~corporate governance, business strategy~~product management and ~~financial expertise gained from holding various~~development experience, and his extensive executive positions in the automotive industry, serving on the boards of directors for several public and private companies, and working on several committees focused on strategy, finance, investment, compensation and auditing.

~~John Krafcik~~ ~~served as our President from April 2014 until September 2015. Mr. Krafcik has served as~~experience at a member of our Board of Directors since February 2014. Since September 2015, Mr. Krafcik has been the Chief Executive Officer of Google, Inc.’s Self Driving Car Project. Mr. Krafcik was with Hyundai Motor America, a South Korean multinational automaker, from March 2004 to December 2013, during which time he served as President and Chief Executive Officer from November 2008 to December 2013. Mr. Krafcik was responsible for the strategic direction and management of Hyundai Motor America’s operations in the United States. Prior to joining Hyundai Motor America, Mr. Krafcik was at Ford Motor Company, where he held various product development leadership positions. Mr. Krafcik holds a B.S. in Mechanical Engineering from Stanford University and an M.S. in Management from Sloan School of Management at the Massachusetts Institute of Technology.

We believe Mr. Krafcik is qualified to serve as a member of our Board of Directors because of his substantial corporate development, business strategy and automotive expertise gained as an executive in the automotive industry.

~~Ion Yadigaroglu~~ has served as a member of our Board of Directors since August 2007. Since July 2004, Mr. Yadigaroglu has served as a Managing Principal at Capricorn Investment Group LLC, an investment firm. Mr. Yadigaroglu holds a Masters in Physics from Eidgenössische Technische Hochschule Zürich in Switzerland and a Ph.D. in Astrophysics from Stanford University.

We believe Mr. Yadigaroglu is qualified to serve as a member of our Board of Directors because of his substantial corporate finance, business strategy and corporate development expertise gained from his holding various executive positions and from his significant experience in the capital industry, analyzing, investing in and serving on the boards of directors of various private technology ~~companies. We also value his perspective as a representative of one of our significant stockholders.~~company.

~~Our executive officers are appointed by, and serve at the discretion of our Board of Directors. There are no family relationships among any of our directors or executive officers.~~

Board Composition

Our business and affairs are managed under the direction of our ~~Board of Directors.~~Board. The number of directors is fixed by our Board, ~~of Directors,~~ subject to the terms of our ~~amended~~Amended and ~~restated certificate~~Restated Certificate of ~~incorporation~~Incorporation, or Charter, and our Amended and Restated Bylaws, or Bylaws, that became

effective ~~immediately prior to~~at the completion of our initial public offering. Our Board ~~of Directors~~ currently consists of ~~nine~~six directors, ~~seven~~five of whom qualify as ~~"independent"~~“independent” under the ~~NASDAQ~~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 ~~amended~~Charter and ~~restated certificate of incorporation and our~~ Bylaws, our Board ~~of Directors~~ 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. ~~Our~~As of the date of this proxy statement, our directors are divided among the three classes as follows:

•

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

TABLE OF CONTENTS

2024 ANNUAL

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 ~~2018;~~2025; and

•

the Class ~~II directors are Messrs. Buce, Gibson~~III director is Mr. Harrington and ~~Krafcik, and their terms~~his term will expire at the annual meeting ~~of stockholders~~ to be held in ~~2016,~~2026.

Ms. Carbone and ~~they~~Mr. Reigersman are standing for ~~reelection at this annual meeting of stockholders; and~~

~~the Class III directors are Messrs. Agrawal, Claus and Dietz, and their terms will expire~~election at the ~~annual meeting of stockholders to be held in 2017.~~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 ~~of Directors~~ into three classes with staggered three-year terms may delay or prevent a change of our management or a change ofin 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. ~~Directors~~Our directors may not be removed by our stockholders without cause.

Any increase or decrease in the number of directors ~~will~~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 ~~fiscal year 2015,~~2023, the Board ~~of Directors~~ held ~~eleven~~eight meetings. ~~During fiscal year 2015, each~~Each director attended at least 75% of the aggregate of the total number of meetings of the Board ~~of Directors~~ and the total number of meetings held by ~~any of the~~all committees of the Board ~~of Directors~~ on which ~~such director served.~~he or she served during the periods that he or she served in 2023. Directors are also encouraged to attend our annual stockholder meetings ~~of the stockholders of the Company~~ absent an unavoidable and irreconcilable conflict. ~~Eight of the nine members~~Each member of our Board who served at the time of ~~Directors attended our 2015~~the 2023 annual meeting of ~~stockholders.~~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 ~~of Directors~~ by mail to ~~the Company's~~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

TABLE OF CONTENTS

2024 ANNUAL

PROXY STATEMENT

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

Policy Regarding Nominations

Our Board ~~of Directors~~ is responsible for identifying and nominating ~~members~~candidates for election to ~~our Board of Directors.~~the Board. The Board ~~of Directors~~ 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 ~~Directors may review from time to time the appropriate skills, experience and characteristics for members of the~~these factors. Our Board ~~of Directors, including the appropriate role of diversity. In evaluating potential candidates for nomination, our Board of Directors~~ considers these factors in ~~the~~ light of the specific needs of the Board ~~of Directors~~ at that time and ~~shall~~ also ~~consider~~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 ~~of Directors has undertaken a review of~~reviewed the independence of each ~~director.~~director and our new director nominee. Based on information provided by each director concerning his or her background, employment and affiliations, our Board ~~of Directors~~ determined that none of Mmes. Carbone, Iosotaluno or Lantz or Messrs. ~~Agrawal, Bradley,~~ Buce ~~Claus, Dietz, Gibson and Yadigaroglu~~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"~~“independent” as that term is defined under the applicable rules and regulations of the SEC and ~~the~~Nasdaq’s listing ~~requirements and rules of the NASDAQ Stock Market.~~standards. In making these determinations, our Board ~~of Directors~~ considered the current and prior relationships that each non-employee director has with our Company and all other facts and circumstances our Board ~~of Directors~~ deemed relevant in determining their independence, including the beneficial ownership of our capital stock by each non-employee ~~director, and the transactions involving them described in the section titled "Certain Relationships and Related Party and Other Transactions."~~director. The Board ~~of Directors~~ also determined that each of ~~Messrs. Bradley, Dietz~~Mmes. Carbone, Iosotaluno and ~~Agrawal~~Lantz is a non-employee director, as defined ~~pursuant to~~by Rule 16b-3 promulgated under the Exchange ~~Act, and an outside director, as defined pursuant to Section 162(m) of the Internal Revenue Code, as amended (the "Code").~~Act.

Board Committees and Management’s Disclosure Committee

Our Board ~~of Directors~~ 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 ~~of Directors is~~and management’s disclosure committee are described below. Members serve on these committees until their resignation or until otherwise determined by our ~~Board of Directors.~~Board. Each of these committees operates under a written charter adopted by our Board ~~of Directors, which charters are~~that is available on the Investor Relations section of our website at http://~~ir.true.com/corporate-governance.cfm.~~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.

TABLE OF CONTENTS

2024 ANNUAL

PROXY STATEMENT

Audit Committee

Our audit committee is currently comprised of ~~Messrs. Buce, Claus~~Mmes. Carbone, Iosotaluno and ~~Gibson.~~Lantz and Mr. ~~Buce~~Buce. Ms. Carbone serves as ~~our~~the chair of the audit ~~committee chairperson. The composition~~committee. Each member of our audit committee meets the requirements for independence of audit committee members under current ~~NASDAQ Stock Market~~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 ~~of Directors~~ has determined that both Mr. Buce ~~qualifies~~and Ms. Carbone qualify as an audit committee financial ~~expert~~experts within the meaning of Item 407(d) of Regulation S-K under the ~~Securities Act of 1933, as amended (the "Securities Act").~~Exchange Act. During ~~fiscal year 2015,~~2023, the audit committee held ~~nine~~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 onwith respect to risk assessment and ~~risk management;~~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~~related-party transactions;

~~establishing and overseeing~~

•

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

•

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

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

Compensation and Workforce Committee

We refer to our compensation and workforce committee as the compensation committee. Our compensation committee is comprised of ~~Messrs. Bradley, Dietz~~Mmes. Carbone, Iosotaluno and ~~Agrawal. Mr. Bradley~~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 ~~chairperson.~~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 Stock Market~~Nasdaq listing standards and SEC rules and regulations. Each member of the compensation committee is also a non-employee director, as defined ~~pursuant to~~by Rule 16b-3 ~~promulgated~~ under the Exchange ~~Act, and an outside director, as defined pursuant to Section 162(m) of the Code.~~Act. The purpose of our compensation committee is to oversee our compensation policies, plans and benefit programs,

TABLE OF CONTENTS

2024 ANNUAL

PROXY STATEMENT

significant matters related to our workforce and to discharge the responsibilities of our Board ~~of Directors~~ relating to the compensation of our executive officers. During ~~fiscal year 2015,~~2023, the compensation committee held ~~eight~~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 ~~for~~ our executive ~~officers: the~~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 ~~any~~ 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 ~~when such report is required~~and overseeing our submissions to ~~be included in~~stockholders on executive compensation matters;

•

reviewing, approving and administering our ~~annual proxy statement by the SEC;~~compensation plans and

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

~~Our compensation committee engaged~~

•

overseeing our programs and ~~receives advice from Compensia, an independent compensation consulting firm,~~strategies related to talent development and retention, succession planning and our geographical footprint;

•

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

•

reviewing and assessing annually the compensation ~~decisions~~committee charter and ~~comparison benchmarking. Working with management, Compensia provided various data and recommendations during 2015.~~the committee’s performance.

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

Nominating and Corporate Governance Committee

~~Our nominating and corporate governance committee is comprised of Messrs. Gibson and Agrawal. Mr. Gibson serves as~~We refer to our nominating and corporate governance committee ~~chairperson.~~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 ~~and corporate governance~~ committee meets the requirements for independence under current ~~NASDAQ Stock Market~~Nasdaq listing standards and SEC rules and regulations. During ~~fiscal year 2015,~~2023, the nominating ~~and governance~~ committee held ~~five~~four meetings. The responsibilities of our nominating ~~and governance~~ 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 ~~of Directors~~ regarding nominees for election to our Board ~~of Directors~~ and its ~~committees;~~committees and reviewing and considering any nominations of director candidates validly made by stockholders;

~~considering~~

•

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

•

developing, adopting, periodically reviewing ~~developments in corporate governance practices;~~

~~evaluating the adequacy of~~and overseeing our corporate governance ~~practices~~policies, procedures and ~~reporting;~~guidelines, and reviewing, considering and recommending to the Board potential changes to our Charter or Bylaws;

~~developing~~

•

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 ~~Board~~directors and executive officers with our Code of ~~Directors regarding our corporate governance guidelines;~~Business Conduct and Ethics and investigating alleged breaches or violations thereof by such persons;

~~reviewing the succession planning for each of our executive officers; and~~

•

evaluating the performance ~~of our Board of Directors~~ and independence of individual ~~directors.~~directors and nominees; and

•

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

Our nominating ~~and corporate governance~~ 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

TABLE OF CONTENTS

2024 ANNUAL

PROXY STATEMENT

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

~~possess~~ •

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

~~have~~

•

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

~~have~~

•

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 ~~other~~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. ~~However, the~~The nominating ~~and corporate governance~~ committee retains the right to modify these qualifications from time to time.

~~Candidates~~The nominating committee reviews candidates for director ~~are reviewed~~ in the context of the current composition of our Board, ~~of Directors,~~ our operating requirements and the long-term interests of our stockholders. In conducting this assessment, the nominating ~~and corporate governance~~ committee considers the appropriate skills, experience and characteristics for members of the Board, ~~of Directors,~~ including the appropriate role of diversity and such other factors as it deems appropriate given ~~the~~our current needs and those of our Board, ~~of Directors and the Company,~~ to maintain a balance of knowledge, experience and capability. In the case of incumbent directors, the nominating ~~and corporate governance~~ committee reviews ~~such directors'~~a director’s overall service ~~to the Company~~ during ~~their~~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' independence.~~ 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 ~~and corporate governance~~ committee also ~~determines~~makes recommendations to the Board with respect to whether the Board should determine that a nominee ~~can be considered~~is independent ~~by the Board of Directors for purposes of meeting the NASDAQ~~under Nasdaq’s listing standards.

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

The nominating ~~and~~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 ~~properly submitted stockholder recommendations for~~ candidates for our Board ~~of Directors~~ who meet the minimum qualifications as described ~~above. The requirements~~above if properly recommended by stockholders holding at least one percent of the fully-diluted capitalization of the Company continuously for ~~proper submission are described under "General Information—What is~~at least 12 months before the ~~deadline~~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 ~~propose actions for consideration~~our Corporate Secretary at ~~next year's Annual Meeting of Stockholders or to nominate individuals to serve as directors?—A. Nomination of Director Candidates."~~our principal executive offices.

Our nominating ~~and corporate governance~~ committee operates under a written charter that satisfies the applicable rules of the SEC and ~~the~~Nasdaq’s listing ~~standards of the NASDAQ Stock Market.~~standards.

Disclosure Committee

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

TABLE OF CONTENTS

2024 ANNUAL

PROXY STATEMENT

other members of our management ~~team, including Chip Perry, our President~~team. Mr. Foley and ~~Chief Executive Officer, Mike Guthrie, our Chief Financial Officer, and John Stephenson, our Chief Risk Officer.~~ Mr. ~~Pierantoni serves~~Swart serve as co-chairs of our disclosure ~~committee chairperson.~~committee. During ~~fiscal year 2015,~~2023, the disclosure committee held four meetings, one ~~prior to~~before the filing of each quarterly and annual report filed in ~~2015.~~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 ~~into the Company's quarterly earnings~~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 ~~periodic~~other presentations to stockholders or the investment community; and ~~current SEC reports;~~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 ~~Company~~ 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 ~~the Company's~~our operations and business units for collecting relevant information on a timely basis, including making periodic inquiries with relevant ~~Company~~ personnel possessing information potentially requiring disclosure;

•

reviewing drafts of ~~the Company's quarterly earnings press releases and periodic and current SEC reports in preparation for filing,~~our Disclosure Statements, and discussing disclosure matters and our filings ~~made by the Company~~ to ensure completeness and accuracy of content;

•

coordinating, as necessary, the review of ~~Company's quarterly earnings press releases and periodic and current SEC reports~~our Disclosure Statements with our Chief Executive Officer, Chief Financial Officer, independent accountants, internal auditors, ~~(if any),~~ outside legal counsel and the audit ~~committee of the Board of Directors;~~committee; and

•

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

Our disclosure committee operates under a written ~~charter that has been adopted by our Chief Executive Officer and Chief Financial Officer.~~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 ~~serve,~~serves, or ~~have~~has served during the last completed fiscal year, on the compensation committee or ~~Board~~board of ~~Directors~~directors of any other entity that has one or more executive officers serving as a member of our Board ~~of Directors~~ or compensation committee. ~~A member of our Board of Directors and our compensation committee, Steven Dietz, is a partner at Upfront Ventures, which is a holder of more than 5% of our capital stock.~~

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 ~~http:~~https://~~ir.true.com/corporate-governance.cfm.~~ir.truecar.com/documents-and-charters. We ~~expect that~~intend to disclose on our website any amendments to the code, or any waivers of its ~~requirements, will be disclosed on our website.~~requirements.

TABLE OF CONTENTS

2024 ANNUAL

PROXY STATEMENT

Board Leadership Structure

Our Board ~~of Directors~~ currently believes that ~~our Company is~~we are best served by separating the roles of a ~~Chairman~~chair of the Board and Chief Executive Officer. ~~Chip Perry,~~Mr. Reigersman, our President and Chief Executive Officer, is the director with the most in-depth understanding of ~~and~~our business. He is also a seasoned financial operator with extensive experience ~~in our industry.~~with growth companies. Consequently, Mr. ~~Perry~~Reigersman is most capable of effectively identifying strategic priorities and leading the discussion and execution of strategy. ~~Our Board~~Consequently, Mr. Reigersman is most capable of ~~Directors has appointed Christopher Claus to serve~~effectively identifying strategic priorities and leading the discussion and execution of strategy. Ms. Carbone serves as ~~its chairman.~~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 ~~of Directors~~ believes that separating the roles of ~~Chairman~~chair of the Board ~~of Directors~~ 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, ~~of Directors,~~ which are essential to effective governance.

~~Board's~~Board’s Role in Risk Oversight

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

The Board ~~of Directors~~ is responsible for ~~exercising oversight of the Company's~~overseeing our identification and management of, as well as planning for, those risks. The Board ~~of Directors~~ has delegated to certain committees oversight responsibility for those risks that are directly related to their area of focus (see descriptions of our ~~audit committee's, compensation committee's and nominating and corporate governance committee's~~Board committees’ areas of responsibilities ~~discussed~~ above). to identify, assess and mitigate risks facing the Company. The Board ~~of Directors~~ 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 ~~of Directors~~ and its committees receive reports from our auditors and other consultants, and meet in executive sessions with these outside consultants. ~~Board oversight~~Each of ~~risk is enhanced by the fact that committee~~our committees provides reports ~~are provided~~ to the full Board, which enhances the Board’s oversight of ~~Directors.~~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~~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'~~recipients’ focus is on our long-term success. The compensation committee reviewed our incentive compensation structure ~~was reviewed~~ during ~~2015 by the compensation committee with the assistance of Compensia.~~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 ~~Company.~~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

TABLE OF CONTENTS

2024 ANNUAL

PROXY STATEMENT

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.

[MISSING IMAGE: fc_demographic-4clr.jpg]

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,

TABLE OF CONTENTS

2024 ANNUAL

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, ~~2015.~~2023. Directors who are also our employees receive no additional compensation for ~~their~~ 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 ~~at least a portion~~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, ~~2015, each of three directors,~~ 2023.

(3)

Mr. ~~Perry, our President and Chief Executive Officer, Mr. Painter, our former Chief Executive Officer and Chairman of~~Claus retired from the Board ~~and~~on June 22, 2023. As a result, Mr. ~~Krafcik, our former President, were employees. Compensation paid to Messrs. Perry and Painter is discussed in "Executive Compensation."~~

Name
Fees
Earned ($)

Option
Awards ($)(1)
Total ($)
Abhishek Agrawal (2) 37,500
124,590
162,090
Todd Bradley (2) 40,000
124,590
164,590
Robert Buce (2) 47,000
124,590
171,590
Christopher Claus (2) 50,000
124,590
174,590
Steven Dietz (2) 47,500
124,590
172,090
Thomas Gibson (2) 43,500
124,590
168,090
John Krafcik (2)(3) 8,723
—
8,723
Ion Yadigaroglu (2) 30,000
124,590
154,590

~~(1)~~

This amount represents the aggregate grant date fair value of the stock options awarded, as computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718. The assumptions used in calculating the grant date fair value of the stock options reported in this column are set forth in Note 9 to our audited consolidated financial statements included in our Annual Report on Form 10-K, as filed with the SEC.

~~(2)~~

At December 31, 2015, Mr. Agrawal held a total of 30,081 outstanding stock options and no restricted stock units ("RSUs"); Mr. Bradley held a total of 58,394 outstanding stock options and no RSUs; Mr. Buce held a total of 265,802 outstanding stock options and no RSUs; Mr. Claus held a total of 44,245 outstanding stock options and no RSUs; Mr. Dietz held a total of 30,081 outstanding stock options and no RSUs; Mr. Gibson held a total of 67,017 outstanding stock options and no RSUs; Mr. Krafcik held a total of 608,393 outstanding stock options and 55,016 RSUs; and Mr. Yadigaroglu held a total of 30,081 outstanding stock options and no RSUs.


~~(3)~~	Mr. Krafcik resigned from his position as the Company’s President effective September 15, 2015. Fees Earned reflects pro-rated annual fees earned by Mr. Krafcik as a non-employee director during 2015. Although Mr. Krafcik received stock and option awards as an employee during 2015, he earned no equity compensation for his service as a director during 2015.

~~The fair value of common stock issued in 2015 in lieu of cash compensation for 2014 board service~~ was ~~included in "Non-Employee Director Compensation" in our 2015 proxy statement and is~~ not ~~included in the table above.~~

~~Post-Initial Public Offering Outside Director Compensation Policy~~

Our Board of Directors approved the terms and parameters of the compensation for our non-employee directors ("Outside Directors"), and in April 2014, at the direction of the Board of Directors, our compensation committee memorialized these terms in a policy that became effective as of the date of our initial public offering. Under the policy, our Outside Directors received compensation in the form of equity granted under the terms of our 2014 Equity Incentive Plan, or the 2014 Plan, and cash, as described below:

~~Initial Option Grant.~~ Any person who first became an Outside Director after the registration date would have been granted an option to purchase shares having a grant date fair value equal to $300,000. No Outside Directors have joined our Board of Directors since the registration date.

~~Annual Option Grant.~~ ~~On the date of each annual meeting of our stockholders (each an "Annual Meeting"), each Outside Director who served on our Board of Directors for at least the preceding six months was~~ entitled to receive an ~~option to purchase shares having a grant date fair value equal to $150,000, or the Annual Option. Our Board~~annual award of ~~Directors determined to reduce the Annual Option granted~~RSUs in 2015 to 88.5% of the full amount (based on the grant date fair value) to reflect the Company's 88.5% achievement of annual revenue and annual Adjusted EBITDA targets for fiscal year 2014. The shares underlying the Annual Option vest and become exercisable in 12 approximately equal monthly installments over one year2023.

TABLE OF CONTENTS

2024 ANNUAL

PROXY STATEMENT

(4)

Mr. Mendel retired from the ~~grant date.~~

~~The exercise price per share of each stock option granted under the post-IPO outside director compensation policy~~Board on June 22, 2023. As a result, Mr. Mendel was ~~equal~~not entitled to the fair market value of a share of our common stock, as determined in accordance with our 2014 Plan, on the date of the option grant. With respect to the 2015 Annual Option, the grant date fair value was computed in accordance with the Black-Scholes option valuation methodology.

~~Cash Compensation.~~ ~~For fiscal year 2015, each Outside Director received~~receive an annual ~~retainer~~award of ~~$30,000~~RSUs in ~~cash~~2023.

The following table presents the aggregate number of stock awards and the aggregate number of option awards outstanding for ~~serving~~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 ~~our~~June 22, 2023.

(4)

Mr. Mendel retired from the Board ~~of Directors, or the 2015 Annual Fee. In addition to the 2015 Annual Fee, the lead independent director received an additional annual retainer of $25,000 in cash.~~on June 22, 2023.

~~For fiscal year 2015, the chairperson and members of the three standing committees of our Board of Directors were entitled to the following annual cash retainers:~~

Board Committee
Chairperson
Fee

Member
Fee
Audit Committee $ 17,000
$ 7,500
Compensation Committee $ 10,000
$ 5,000
Nominating and Corporate Governance Committee $ 6,000
$ 2,500

All cash retainers under the policy were 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.

~~2016~~ Outside Director Compensation Policy

~~In March 2016,~~Our Board adopted a policy in 2014, which was last amended by the Board ~~of Directors, upon the recommendation of our compensation committee, approved a policy~~in March 2020, for the compensation of non-employee directors, or Outside Directors, ~~effective as of January 1, 2016,~~ which we refer to as our ~~2016~~ Outside Director Compensation Policy. Under ~~this policy,~~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 ~~described below,~~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 ~~not~~ affiliated with a venture capital investor in the ~~Company ("Non-Affiliated Directors") also receive~~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 ~~form~~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 ~~cash.~~our Outside Directors.

Initial Award. ~~Beginning with fiscal year 2016,~~ Under the Outside Director Compensation Policy, each person who first becomes an Outside Director ~~will be~~is granted an ~~option to purchase shares~~award of ~~our common stock having a grant date fair value equal to $150,000, or the Initial Option, and a~~

~~restricted stock unit~~RSUs with a grant date fair value ~~equal~~of $300,000, which we refer to ~~$150,000, or the~~as an Initial ~~RSU. The~~Award. Each Initial ~~Option and Initial RSU (collectively, the "Initial Award") will be~~Award is automatically granted on the date the ~~individual~~recipient first becomes an Outside Director. If a ~~director's~~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, ~~the shares underlying the~~an Initial Award vest as follows. Shares underlying the Initial Option will vest and become exercisable in 36 approximately equal monthly installments over three years from the commencement of the individual's service as an Outside Director, subject to continued service as a director through the applicable vesting dates. The shares underlying the Initial RSU will vestvests 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 ~~shares underlying the~~RSUs under an Initial Award that are scheduled to vest on or after the date of the ~~End-of-Term Annual Meeting (as defined below)~~third annual meeting following the annual meeting at which the Initial Award is granted, in the case of an Initial Award granted at an

TABLE OF CONTENTS

2024 ANNUAL

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 ~~prior to the End-of-Term Annual Meeting. End-of-Term Annual Meeting means:~~before that date.

•~~with respect to an Initial Award granted at an Annual Meeting, the third Annual Meeting following the Annual Meeting at which such Annual Award was granted; and~~

•~~with respect to an Initial Award not granted at an Annual Meeting, the fourth Annual Meeting following the grant of the Initial Award.~~

Annual Award. On the date of each ~~Annual Meeting,~~annual meeting, each Outside Director who has served on our Board ~~of Directors~~ for at least the preceding six months will be automatically granted an ~~Annual Award, consisting~~award of ~~an option to purchase shares having a grant date fair value equal to $75,000, or the Annual Option, and a restricted stock unit~~RSUs with a grant date fair value ~~equal~~of $150,000, which we refer to ~~$75,000, or the~~as an Annual ~~RSU.~~Award. Except as set forth below, the ~~shares underlying the~~RSUs under an Annual Award vest as follows. The shares underlying the Annual Option will vest and become exercisable in 12 approximately equal monthly installments over one year from the grant date, subject to continued service as a director through the applicable vesting dates. The shares underlying the Annual RSU will vest on the last day of the month that includes the ~~twelve-month~~12-month anniversary of the date of grant of the Annual ~~RSU,~~Award, subject to continued service as a director through the vesting ~~date~~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 ~~shares underlying the~~RSUs under an Annual Award that are scheduled to vest on or after the date of the following ~~year's Annual Meeting~~year’s annual meeting will instead vest on the day ~~prior to~~before the following ~~year's~~year’s annual ~~meeting of stockholders.~~meeting.

The exercise price per share of each stock option granted under the 2016 Outside Director Compensation Policy will be the fair market value of a share of our common stock, as determined in accordance with our 2014 Plan, on the date of the option grant. With respect to the Initial Option and Annual Option, the grant date fair value is computed in accordance with the Black-Scholes option valuation methodology or such other methodology our Board of Directors or compensation committee may determine. Under the terms of each of the 2014 Plan and 2023 Plan, if the service of an Outside Director is terminated on or ~~following~~after a change in control, other than ~~pursuant to~~by a voluntary resignation, his or her ~~options and restricted stock units~~RSUs will vest ~~fully~~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 ~~applicable, become immediately exercisable.~~

~~Cash Compensation.~~ ~~Beginning with~~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, ~~2016, each Non-Affiliated~~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, ~~of Directors,~~ or the Annual Fee. In addition to the Annual Fee, ~~beginning with the fiscal year 2016, a Non-Affiliated~~an Outside Director who serves as ~~chairman~~chair of the ~~board~~Board or lead independent director, as applicable, will be entitled to an additional annual retainer of $25,000 in cash.

~~Also beginning with fiscal year 2016, Non-Affiliated~~Outside Directors serving as ~~chairperson~~chair and members of the ~~audit and compensation~~ committees of our Board ~~of Directors~~ are entitled to the annual cash retainers set forth below. ~~No cash retainers are paid for service on the Nominating and Corporate Governance Committee after fiscal year 2015.~~

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

Board Committee
Chairperson
Fee

Member
Fee
Audit Committee $ 20,000
$ 10,000
Compensation Committee $ 15,000
$ 7,500

All cash retainers under the ~~policy~~Outside Director Compensation Policy will be paid in quarterly installments to each ~~Non-Affiliated~~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) ~~Beneficial Ownership Reporting Compliance~~Reports

Section 16(a) of the Exchange Act requires our directors, executive officers, ~~directors~~ and ~~ten percent stockholders~~persons who beneficially own more than 10% of our common stock, to file initial reports of ownership and reports of changes in ownership ~~with the SEC. Based on a review~~ of ~~filings~~our common stock and our other equity securities with the SEC, ~~and/or written~~and to furnish us with copies of such reports. Based solely on our review of the reports provided to us and on representations ~~that no other reports were required,~~received from our directors and executive officers, we believe that all ~~reports for the Company's~~of our directors, executive officers and ~~directors~~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 ~~were required~~due to bean administrative oversight, one late Form 4 was filed ~~under Section 16~~on behalf of Robert Buce on June 28, 2023 to report a single transaction that occurred on June 23, 2023 in connection with the ~~Exchange Act were timely filed during 2015, except as disclosed below:~~

~~On November 27, 2015, 1,333,332 shares held by Scott Painter, then our Chief Executive Officer and Chairman of the Board of Directors, were canceled by mutual agreement~~grant of Mr. ~~Painter and TrueCar, Inc. in exchange for a payment of $100,000 from TrueCar, Inc. to Mr. Painter. These cancellations were reported late on December 2, 2015.~~Buce’s Annual Award.

1722

TABLE OF CONTENTS

2024 ANNUAL

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, ~~2016~~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 ~~restricted stock units~~RSUs held by that person that are currently exercisable or exercisable within 60 days of February 29, ~~2016.~~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 ~~83,480,641~~91,212,780 shares of our common stock outstanding as of February 29, ~~2016.~~2024. Unless otherwise indicated, the address of each beneficial owner listed on the table below is c/o TrueCar, Inc., ~~120 Broadway,~~1401 Ocean Ave, Suite 200, Santa Monica, California 90401.

Name of Beneficial Owner
Number of
Shares
Beneficially
Owned

Percent of
Shares
Outstanding
5% Stockholders:

Entities affiliated with United Services Automobile Association (1) 13,364,669
15.9
Entities affiliated with Upfront Ventures (2) 9,585,332
11.5
Pacific Sequoia Holdings LLC (3) 8,304,457
9.9
Scott Painter (4) 8,721,672
9.7
UBS Group AG (5) 6,593,147
7.9
Morgan Stanley (6) 6,246,206
7.5
Entities affiliated with Anthem Ventures (7) 5,332,001
6.4
Vulcan Capital Growth Equity LLC (8) 4,860,775
5.8
PAR Capital (9) 4,200,041
5.0
Named Executive Officers and Directors:

Chip Perry (10) 167,916
*
Michael Guthrie (11) 1,152,833
1.4
John Stephenson (12) 497,716
*
Scott Painter (4) 8,721,672
9.7
Abhishek Agrawal (13) 34,133
*
Todd Bradley (14) 58,330
*
Robert Buce (15) 483,230
*
Christopher Claus (16) 106,379
*
Steven Dietz (17) 9,662,950
11.6
Thomas Gibson (18) 72,946
*
John Krafcik (19) 462,543
*
Ion Yadigaroglu (20) 2,213,956
2.7
All current executive officers and directors as a group (11 persons) (21) 14,912,932
17.3

TABLE OF CONTENTS

2024 ANNUAL

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.

1824

~~(1)~~

As reported on Form 4 filed with the SEC on February 3, 2016 and updated from Company records, consists of (i) 11,232,346 shares held of record by United Services Automobile Association ("USAA") (ii) 1,633,347 shares held of record by USAA Property Holdings, Inc. ("UPHI"), a wholly owned subsidiary of USAA, and (iii) 498,976 shares issuable to USAA pursuant to a warrant exercisable within 60 days of February 29, 2016. The address for each of these entities is 9800 Fredericksburg Road, San Antonio, Texas 78288.

~~(2)~~

As reported on Schedule 13G/A filed with the SEC on February 12, 2016, consists of (i) 5,138,807 shares held of record by Upfront II, L.P., (ii) 1,945,375 shares held of record by Upfront III, L.P., (iii) 1,501,260 shares held of record by Upfront GP II, L.P., (iv) 559,248 shares held of record by Upfront II Investors, L.P., (v) 206,202 shares held of record by Upfront GP III, L.P., (vi) 139,397 shares held of record by Upfront II Partners, L.P., (vii) 63,152 shares held of record by Upfront III Investors, L.P., and (viii) 31,891 shares held of record by Upfront III Partners, L.P. GRP Management Services, Inc. is the sole general partner of Upfront II, L.P., Upfront II Partners, LP, Upfront GP II, L.P., and Upfront II Investors, L.P. Upfront Ventures Management, Inc. is the sole general partner of Upfront III, L.P., Upfront GP III, L.P., Upfront III Partners, L.P. and Upfront III Investors, L.P. The managers of both GRP Management Services Corp. and Upfront Ventures Management, Inc. are Steven Dietz, Yves B. Sisteron and Mark Suster. These managers jointly exercise voting and dispositive control over the shares directly held by each fund. The address for each of these entities is c/o Upfront Ventures, 1314 7th Street, Santa Monica, California 90401.


~~(3)~~	As reported on Schedule 13G/A filed with the SEC on January 25, 2016, consists of 8,304,457 shares held of record by Pacific Sequoia Holdings LLC, ("PSHL"). Jeffrey S. Skoll is the indirect sole member of PSHL and has sole authority to direct the voting and disposition of the shares held by PSHL. The address for PSHL is 250 University Avenue, Palo Alto, California 94301.

~~(4)~~

As reported on Schedule 13G/A filed with the SEC on February 10, 2016 and updated from Company records, consists of (i) 1,848,340 shares held of record by Mr. Painter, including 1,840,494 shares pledged as collateral to secure a line of credit, (ii) 3,147 shares held of record by Mr. Painter as Custodian for Indy Painter under the California Uniform Transfers to Minors Act, (iii) 3,147 shares held of record by Mr. Painter as Custodian for Luke Painter under the California Uniform Transfers to Minors Act, (iv) 3,147 shares held of record by Mr. Painter as Custodian for Noah Painter under the California Uniform Transfers to Minors Act, (v) 3,147 shares held of record by Mr. Painter as Custodian for Zoe Painter under the California Uniform Transfers to Minors Act, (vi) 6,845,447 shares exercisable within 60 days of February 29, 2016, and (vii) 15,297 shares issuable upon vesting of restricted stock units within 60 days of February 29, 2016.

~~(5)~~

According to a Schedule 13G filed with the SEC on February 9, 2016, the 6,593,147 shares reported by UBS Group AG ("UBS") are beneficially owned by UBS, the parent holding company, which holds sole voting power of 6,592,147 shares and sole dispositive power of 6,593,147 shares. The 6,593,147 shares reported are owned, directly or indirectly, by UBS and its wholly-owned subsidiaries UBS AG London Branch, UBS Financial Services Inc., UBS Securities LLC and UBS Switzerland AG. The address for these entities is Bahnhofstrasse 45, PO Box CH-8021, Zurich, Switzerland.

~~(6)~~

According to a Schedule 13G/A filed with the SEC on February 5, 2016, the 6,246,206 shares reported by Morgan Stanley ("MS") are beneficially owned by MS, the parent holding company, which holds sole voting power of 6,227,398 shares, shared voting power of 18,808 shares and shared dispositive power of 6,246,206 shares. The 6,246,206 shares reported are owned, directly or indirectly, by MS and its subsidiary, Morgan Stanley Capital Services LLC. The address for these entities is 1585 Broadway, New York, New York 10036.

~~(7)~~

As reported on Schedule 13G filed with the SEC on February 26, 2015, consists of (i) 3,143,768 shares held of record by Anthem Ventures Fund, L.P. ("AVF") and for which Anthem Venture Investors, LLC ("AVI LLC") serves as its general partner, (ii) 1,868,866 held of record by Anthem Ventures Annex Fund, LP ("AVAF") and for which Anthem Venture Annex Investors, LLC ("AVAI LLC") serves as its general partner, (iii) 101,434 shares held of record by Anthem/MIC Strategic Partners, L.P. ("ASP") and for which Anthem Strategic Capital, LLC ("ASC LLC") serves as its general partner, (iv) 38,655 shares held of record by Anthem Venture Management LLC Defined Benefit Pension Plan ("AVM"), (v) 171,778 shares held of record by TC Profits, L.P. ("TCP") and for which Public Venture Investors, LLC ("PVI LLC") serves as general partner, and (vi) 7,500 shares held of record by PVI LLC. William R. Woodward, as the managing member of AVI LLC, AVAI LLC, ASC LLC and PVI LLC and the trustee of AVM, has sole voting and dispositive power with respect to the shares held by AVF, AVAF, ASP, AVM, TCP and PVI LLC. In addition, Mr. Woodward has sole voting and dispositive power with respect to (a) 101,000 shares held of record by WRW Investments L.P. for which he serves as general partner, (b) 6,000 shares held of record by each of DLW 1997 Investment Trust, HRW 1997 Investment Trust, TBW 2005 Investment Trust and LAW 1997 Investment Trust for which he serves as trustee, (c) 20,000 shares held of record by an individual retirement account for the benefit of

19TABLE OF CONTENTS

2024 ANNUAL

PROXY STATEMENT

(5)

~~Mr. Woodward,~~Based on the Schedule 13G filed with the SEC on November 14, 2022, AutoNation, Inc. and ~~(d) 77,000~~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. ~~Woodward. The address for each~~Reigersman, (ii) 207,135 shares subject to outstanding options exercisable within 60 days of ~~these entities is c/o Anthem Venture Partners, 225 Arizona Avenue, Suite 200, Santa Monica, California 90401.~~

~~(8)~~

As reported on Schedule 13G/A filed with the SEC on February 9, 2016, consists of 4,860,775 shares held of record by Vulcan Capital Growth Equity LLC ("Vulcan"). Cougar Investment Holdings LLC ("Cougar") is the managing member of Vulcan Capital Growth Equity Management LLC, the manager of Vulcan. Paul G. Allen, as the sole stockholder of Cougar, has sole voting and dispositive power with respect to the shares being held by Vulcan. The address for each of these entities is c/o Vulcan Capital Growth Equity LLC, 505 Fifth Avenue South, Suite 900, Seattle, Washington 98104.

~~(9)~~

According to a Schedule 13G/A filed with the SEC on February 16, 2016, the 4,200,041 shares reported by PAR Investment Partners, L.P. ("PAR") are beneficially owned, by PAR, a partnership, which holds sole voting and dispositive power of 4,200,041 shares. PAR Group, L.P. (“PAR LP”), the general partner of PAR, and PAR Capital Management, Inc., the general partner of PAR LP, have sole voting and dispositive power of the shares with respect to the shares beneficially owned by PAR. The address for these entities is One International Place, Suite 2401, Boston, Massachusetts 02110.


~~(10)~~	Consists of (i) 50,000 shares held of record by Mr. Perry, (ii) 76,666 shares exercisable within 60 days of February 29, 2016, and (iii) 41,250 shares issuable upon vesting of restricted stock units within 60 days of February 29, 2016.


~~(11)~~	Consists of (i) 21,476 shares held of record by Mr. Guthrie, (ii) 1,112,049 shares exercisable within 60 days of February 29, 2016, and (iii) 19,308 shares issuable upon vesting of restricted stock units within 60 days of February 29, 2016.


~~(12)~~	Consists of (i) 11,804 shares held of record by Mr. Stephenson, (ii) 470,322 shares exercisable within 60 days of February 29, 2016, and (iii) 15,590 shares issuable upon vesting of restricted stock units within 60 days of February 29, 2016.


~~(13)~~	~~Consists of (i) 4,052 shares held of record by Mr. Agrawal, and (ii) 30,081 shares exercisable within 60 days of February 29, 2016.~~


~~(14)~~	~~Consists of (i) 5,454 shares held of record by Mr. Bradley, and (ii) 52,876 shares exercisable within 60 days of February 29, 2016.~~


~~(15)~~	~~Consists of (i) 217,428 shares held of record by Mr. Buce, and (ii) 265,802 shares exercisable within 60 days of February 29, 2016.~~


~~(16)~~	~~Consists of (i) 72,364 shares held of record by Mr. Claus, and (ii) 34,015 shares exercisable within 60 days of February 29, 2016.~~

~~(17)~~

Consists of (i) the shares listed in footnote (2) above, which are held by entities affiliated with Upfront Ventures, (ii) 23,867 shares held of record by Mr. Dietz, (iii) 9,500 shares held of record by The Dietz Family Trust - 2011 for which Mr. Dietz serves as trustee, (iv) 10,970 shares held of record by The Dietz Family Trust - 2007 for which Mr. Dietz serves as trustee, (v) 900 shares held of record by Mr. Dietz's elder son, (vi) 1,000 shares held of record by Mr. Dietz's younger son, (vii) 1,300 shares held of record by Mr. Dietz's daughter, and (viii) 30,081 shares exercisable within 60 days of February 29, 2016.


~~(18)~~	~~Consists of (i) 9,886 shares held of record by Mr. Gibson, and (ii) 63,060 shares exercisable within 60 days of February 29, 2016.~~


~~(19)~~	Consists of (i) 30,739 shares held of record by Mr. Krafcik, (ii) 428,184 shares exercisable within 60 days of February 29, 2016, and (iii) 3,620 shares issuable upon vesting of restricted stock units within 60 days of February 29, 2016.

~~(20)~~

Consists of (i) 4,052 shares held of record by Mr. Yadigaroglu, (ii) 885,801 shares held of record by The Skoll Foundation ("Foundation"), (iii) 755,250 held of record by The Skoll Fund ("Fund"), (iv) 267,752 shares held of record by Capricorn S.A. SICAV-SIF-Global Non-Marketable Strategies Sub-Fund ("Capricorn SA"), (v) 197,519 shares held of record by Capricorn AIP-Private Investment Fund I, L.P. ("Capricorn AIP"), (vi) 31,031 shares held of record by HIT Splitter, L.P. ("HSLP"), (vii) 34,810 shares held of record by Carthage, L.P. ("Carthage"), (viii) 7,660 shares held of record by Capricorn Investment Group LLC ("Capricorn Group"), and (ix) 30,081 shares exercisable within 60 days of February 29, 2016. Capricorn Group serves as the investment manager for Foundation, Fund and Capricorn SA, and is the general partner of Capricorn AIP, HSLP and Carthage. Capricorn Group has sole voting and investment control over the shares held by Foundation, Fund, Capricorn SA, Capricorn AIP, HSLP and Carthage, in addition to having sole voting and investment control over the shares it holds directly. Capricorn Group is an SEC-

~~registered investment adviser. Voting~~February 29, 2024, (iii) 175,345 shares issuable upon the vesting of RSUs and ~~dispositive decisions on behalf~~PSUs within 60 days of ~~Capricorn Group are made by an investment committee consisting~~February 29, 2024.

(7)

Consists of ~~four individuals, including Mr. Yadigaroglu, with respect to~~(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 ~~Foundation, Fund, Capricorn SA, Capricorn AIP, HSLP~~Mr. Swart, (ii) 954,890 shares subject to outstanding options exercisable within 60 days of February 29, 2024 and ~~Carthage. The address~~(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. ~~Yadigaroglu~~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 ~~c/o Capricorn Investment Group LLC, 250 University Avenue, Palo Alto, California 94301.~~a new director nominee.


~~(21)~~	Consists of (i) 12,239,947 shares beneficially owned by our current executive officers and directors, (ii) 2,593,217 shares subject to outstanding options exercisable within 60 days of February 29, 2016, and (iii) 79,768 shares issuable upon vesting of restricted stock units within 60 days of February 29, 2016.

(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.

~~EXECUTIVE COMPENSATION~~

TABLE OF CONTENTS

2024 ANNUAL

PROXY STATEMENT

COMPENSATION DISCUSSION AND ANALYSIS

Our named executive officers, or NEOs, for ~~2015, which~~2023 consist of ~~each of the two individuals who served as~~ our current and former principal executive ~~officer during 2015~~officers, which we refer to as Chief Executive Officers, or CEOs, our current and ~~the~~former principal financial officers, which we refer to as Chief Financial Officers, or CFOs, and our two next ~~two~~ most highly compensated executive officers ~~are:~~(who were our only other executive officers serving as of December 31, 2023).

~~Chip Perry,~~The NEOs among our currently serving executives are:

•

Jantoon E. Reigersman, our President and ~~Chief Executive Officer~~CEO and a member of the Board;

~~Michael Guthrie,~~

•

Oliver M. Foley, our CFO;

•

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

•

Jay J. Ku, our Chief ~~Financial Officer;~~Revenue Officer.

~~John Stephenson,~~

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 ~~Risk~~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

TABLE OF CONTENTS

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.

TABLE OF CONTENTS

Compensation Discussion and Analysis

2024 ANNUAL

PROXY STATEMENT

(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;

TABLE OF CONTENTS

Compensation Discussion and Analysis

2024 ANNUAL

PROXY STATEMENT

➢

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

TABLE OF CONTENTS

Compensation Discussion and Analysis

2024 ANNUAL

PROXY STATEMENT

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

TABLE OF CONTENTS

Compensation Discussion and Analysis

2024 ANNUAL

PROXY STATEMENT

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.

TABLE OF CONTENTS

Compensation Discussion and Analysis

2024 ANNUAL

PROXY STATEMENT

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

TABLE OF CONTENTS

Compensation Discussion and Analysis

2024 ANNUAL

PROXY STATEMENT

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.

TABLE OF CONTENTS

Compensation Discussion and Analysis

2024 ANNUAL

PROXY STATEMENT

(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

TABLE OF CONTENTS

Compensation Discussion and Analysis

2024 ANNUAL

PROXY STATEMENT

(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

TABLE OF CONTENTS

Compensation Discussion and Analysis

2024 ANNUAL

PROXY STATEMENT

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.

TABLE OF CONTENTS

Compensation Discussion and Analysis

2024 ANNUAL

PROXY STATEMENT

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.

TABLE OF CONTENTS

Compensation Discussion and Analysis

2024 ANNUAL

PROXY STATEMENT

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.

TABLE OF CONTENTS

Compensation Discussion and Analysis

2024 ANNUAL

PROXY STATEMENT

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

TABLE OF CONTENTS

Compensation Discussion and Analysis

2024 ANNUAL

PROXY STATEMENT

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 ~~President;~~Presidents. Under our stock ownership guidelines, our CEO is expected to accumulate and

~~Scott Painter,~~ hold a number of shares of our ~~former Chief Executive Officer~~common stock with a value equal to six times his annual base salary, and ~~Chairman~~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 ~~Board.~~guidelines (or the individual’s date of hire for individuals hired after

TABLE OF CONTENTS

~~2015~~

Compensation Discussion and Analysis

2024 ANNUAL

PROXY STATEMENT

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.

TABLE OF CONTENTS

Compensation Discussion and Analysis

2024 ANNUAL

PROXY STATEMENT

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

TABLE OF CONTENTS

2024 ANNUAL

PROXY STATEMENT

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, ~~2015~~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.

TABLE OF CONTENTS

2024 ANNUAL

PROXY STATEMENT

(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.

TABLE OF CONTENTS

2024 ANNUAL

PROXY STATEMENT

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 ($)(4)
Name	Grant Date	Threshold ($)	Target ($)	Maximum ($)	Threshold (#)	Target (#)	Maximum (#)		Grant Date Fair Value of Stock Awards ($)(4)
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 ~~which such persons qualified as~~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.

TABLE OF CONTENTS

2024 ANNUAL

PROXY STATEMENT

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	Option Exercise Price Per Share	Option Expiration Date		Number of Shares or Units of Stock that have Not Vested (#)
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
Oliver M. Foley	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

TABLE OF CONTENTS

2024 ANNUAL

PROXY STATEMENT

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	Option Exercise Price Per Share	Option Expiration Date		Number of Shares or Units of Stock that have Not Vested (#)
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
Jay J. Ku	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)

(8)

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

(9)

(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.

TABLE OF CONTENTS

2024 ANNUAL

PROXY STATEMENT

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
Name	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 ~~Company.~~common stock on the day prior to the vest date.

Name and Principal Position Year
Salary
($)

Bonus
($)

Stock
Awards
($)(1)

Option
Awards
($)(1)

Non-Equity
Incentive Plan
Compensation
($)(2)

All Other
Compensation
($)

Total
($)
Chip Perry 2015 39,487
100,000
(3) 5,293,200
7,025,961
—
250
12,458,898
President and Chief Executive Officer
Scott Painter 2015 447,188
94,500
(4) 2,695,132
3,716,457
96,344
845,541
(5) 7,895,162
Former Chief Executive Officer and Chairman of the Board 2014 450,000
—
752,064
18,419,146
490,762
37,209
(6) 20,149,181
Michael Guthrie 2015 389,063
80,372
(7) 1,704,266
743,291
89,000
253,805
(8) 3,259,797
Chief Financial Officer
John Stephenson 2015 389,063
56,000
(9) 1,222,252
557,469
118,453
259,838
(10) 2,603,075
Chief Risk Officer 2014 248,798
75,060
(11) —
6,794,050
279,875
124,442
(12) 7,522,225

~~(1)~~

The amounts reported represent the aggregate grant-date fair value of the restricted stock units ("RSUs") and options 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 of the RSUs and options reported in this column are set forth in Note 9 to our audited consolidated financial statements included in our Annual Report on Form 10-K, as filed with the SEC.


~~(2)~~	The amounts reported represent payments earned under the 2015 Incentive Plan and the 2014 incentive plan. All 2015 amounts were paid in May, August, and November 2015. All 2014 amounts were paid in August 2014 and March 2015.


~~(3)~~	~~Amount represents a one-time signing bonus paid in connection with Mr. Perry joining the Company in December 2015~~


~~(4)~~	~~Amount to be paid in connection with Mr. Painter's separation.~~

~~(5)~~

Amounts reflects medical expense reimbursements of $18,205, the costs related to a car allowance of $11,500, paid severance of $19,688 and accrued severance costs of $795,183. Accrued severance includes: (i) cash severance of $472,500; (ii) an annual fee of $100,000 for limited advisory services to the Company during the period from December 16, 2015 to May 2018, totaling $245,833; and (iii) health insurance benefits through the end of May 2018 of $76,850.


~~(6)~~	~~Amount reflects the aggregate incremental costs of perquisites and other personal benefits, including, among other things, the costs related to a car allowance and other personal furnishings.~~


~~(7)~~	~~Amount reflects discretionary bonuses paid to Mr. Guthrie in November 2015 and March 2016 for performance during the third and fourth quarters of 2015, respectively.~~

~~(8)~~

Amount reflects an employee referral fee of $3,000, medical expense reimbursements of $3,333 and the aggregate incremental costs of perquisites and other personal benefits, including the costs related to housing costs in Santa Monica, California utilized by Mr. Guthrie, and transportation costs in connection with Mr. Guthrie commuting to our principal executive offices in Santa Monica, California. Tax reimbursements were paid related to certain expenses. Mr. Guthrie received $93,493 in tax gross-ups from the Company in 2015.


~~(9)~~	~~Amount reflects discretionary bonuses paid to Mr. Stephenson in November 2015 and March 2016 for performance during the third and fourth quarters of 2015, respectively.~~

~~(10)~~

Amount reflects 401(k) employer matching contributions of $15,237 and the aggregate incremental costs of perquisites and other personal benefits, including, among other things, the costs related to housing costs in Santa Monica, California utilized by Mr. Stephenson, and transportation costs in connection with Mr. Stephenson commuting to our principal executive offices in Santa Monica, California. Tax reimbursements were paid related to certain expenses. Mr. Stephenson received $83,062 in tax gross-ups from the Company in 2015.


~~(11)~~	~~Amount represents a one-time signing bonus paid in connection with Mr. Stephenson joining the Company in April 2014.~~

~~(12)~~

Amount reflects 401(k) employer matching contributions of $3,750 and the aggregate incremental costs of perquisites and other personal benefits, including, among other things, the costs related to temporary housing costs in Santa Monica, California utilized by Mr. Stephenson, and transportation costs in connection with Mr. Stephenson commuting to our principal executive offices in Santa Monica, California. Tax reimbursements were paid related to certain expenses. Mr. Stephenson received $35,538 in tax gross-ups from the Company in 2014.

22TABLE OF CONTENTS

2024 ANNUAL

PROXY STATEMENT

~~Executive~~Executive Employment
Arrangements

We have ~~entered into~~ employment agreements with Messrs. ~~Perry, Guthrie~~Reigersman, Foley, Swart and ~~Stephenson.~~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 ~~named executive officer's~~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~~“Potential Payments upon Termination, Change in Control or Certain Other ~~Events"~~Events” below.

Jantoon Reigersman

For 2023, Mr. ~~Painter's employment terminated on December 15, 2015 pursuant~~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 ~~separation agreement and release, dated November 20, 2015.~~performance-based bonus opportunity targeted at 50% of his base salary.

~~Chip Perry~~

We entered into an employment agreement ~~(the "Perry Employment Agreement") on November 16, 2015~~ with Mr. ~~Perry,~~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 ~~Chief Executive Officer. Under~~CEO, we entered into an employment agreement with Mr. Reigersman as of July 27, 2023 (the “New Reigersman Employment Agreement”) which superseded the ~~Perry~~the Prior Reigersman Employment Agreement. Pursuant to each of the Prior Reigersman Employment Agreement and the New Reigersman Employment Agreement, Mr. ~~Perry has an annual base salary of $800,000 and, for 2016 and later, will be~~Reigersman was eligible for an annual performance-based bonus, opportunity of 100% of his base salary, a minimum annual bonus opportunity of 50% of his base salary for achievement of minimum performance levels and a maximum annual bonus opportunity of 200% of his base salary for achievement of maximum performance levels. Mr. Perry was awarded a signing bonus of $100,000. During the first two years of his employment, Mr. Perry is entitled to receive monthly payments of $20,000 as an allowance for personal housing and travel costs and gross-up payments to cover the related taxes on such amounts.

Pursuant to the Perry Employment Agreement, Mr. Perry was granted a stock option to purchase 1,840,000 shares of the Company’s common stock with an exercise price equal to the fair market value of the shares on the date of grant and 660,000 restricted stock units. Please see "Equity Grants to our Named Executive Officers" below for additional information on these grants.

~~Please see "Potential Payments upon Termination, Change in Control or Certain Other Events" below for additional information on the Painter Employment Agreement.~~

~~Michael Guthrie~~

~~For 2015, Mr. Guthrie, our Chief Financial Officer, had an annual base salary of $393,750 and an annual performance-based bonus opportunity targeted at $393,750 (100% of his base salary).~~

~~We entered into an employment agreement on October 25, 2013 with Mr. Guthrie (the "Guthrie Employment Agreement"). Pursuant to the Guthrie Employment Agreement, Mr. Guthrie is eligible~~ 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 ~~of the Company~~ on the same terms and conditions as other similarly-situated employees. The Guthrie Employment Agreement provides that all of his current and future stock options will permit exercise via a net exercise feature and, with respect to stock options granted prior to our initial public offering, early exercisable as to unvested shares, subject to our right to repurchase any unvested shares upon termination of employment.

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

~~John Stephenson~~Michael Darrow

For ~~2015,~~2023, Mr. ~~Stephenson,~~Darrow, our ~~Chief Risk Officer,~~President and CEO until his termination on June 15, 2023, had an annual base salary of ~~$393,750~~$590,000, and ~~an annual~~was eligible for a performance-based bonus opportunity targeted at ~~$393,750 (100%~~100% of his base ~~salary).~~salary.

We entered into an employment agreement ~~on May 1, 2014~~ with Mr. ~~Stephenson~~Darrow as of March 9, 2020 (the ~~"Stephenson~~“Darrow Employment ~~Agreement"~~Agreement”). Pursuant to the Stephenson Employment Agreement, we agreed to recommend that Mr. Stephenson receive a stock option to purchase 1,300,000 shares of Company common stock (which equated to 866,666 shares after giving effect to the 2-for-3 reverse stock split in May 2014). This was granted to him in May 2014. In addition, pursuant to the StephensonDarrow Employment Agreement, Mr. ~~Stephenson is~~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 ~~of the Company~~ on the same terms and conditions as other similarly-situated employees. The Stephenson Employment Agreement provides that all of his current and future stock options will permit exercise via a net exercise feature. Under the terms of the Stephenson Employment Agreement, Mr. Stephenson also was entitled to receive $100,000 in a combination of relocation reimbursements and a sign-on bonus.

Please see ~~"Potential~~“Potential Payments upon Termination, Change in Control or Certain Other ~~Events"~~Events” below for additional information onabout the ~~Stephenson~~Darrow Employment ~~Agreement.~~

~~Scott Painter~~Agreement and a description of the amounts paid or payable to Mr. Darrow in connection with his termination of employment.

~~During 2015, prior to his resignation as discussed below,~~Oliver Foley, Jeffrey Swart, Jay Ku and Teresa Luong

For 2023, Mr. ~~Painter~~Foley, our CFO, had an annual base salary of ~~$472,500~~$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

TABLE OF CONTENTS

2024 ANNUAL

PROXY STATEMENT

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 ~~$472,500 (100%~~50% of his or her base ~~salary)~~salary (as a result of Ms. Luong’s departure, she received no bonus for 2023).

~~During 2015, Mr. Painter had been subject to an amended and restated employment agreement~~We entered into ~~on December 20, 2012~~employment agreements with Mr. Swart as of January 26, 2017 (the ~~"Painter~~“Swart Employment ~~Agreement"~~Agreement”), with ~~respect to which,~~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 ~~2014, our compensation committee had approved certain changes to Mr. Painter's compensation~~16, 2023, in connection with her appointment as CFO (the ~~"Approved Terms"~~“New Luong Employment Agreement”). The New Luong Employment Agreement superseded the prior Luong Employment Agreement. Pursuant to ~~the Approved Terms, during his~~their employment ~~Mr. Painter~~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 ~~stock option grant (until the earlier of four years or a change of control (as such term is defined~~performance-based bonus (Ms. Luong’s departure terminated her edibility for these benefits, except as described below in the Painter Employment Agreement) covering a number of shares in an amount not to exceed 1% of our fully diluted shares calculated on a treasury-stock method as of December 31 of the applicable year. The Painter Employment Agreement also provided that all of his current and future stock options would permit exercise via a net exercise feature and, with respect to stock options granted prior to our initial public offering, early exercisable as to unvested shares, subject to our right to repurchase any unvested shares upon termination of employment.

~~Potential~~“Potential Payments upon Termination, Change in Control or Certain Other ~~Events~~Events” with respect to certain continuing health benefits).

~~Chip Perry~~

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

TABLE OF CONTENTS

2024 ANNUAL

PROXY STATEMENT

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

New Reigersman Employment Agreement

Under the New Reigersman Employment Agreement, if ~~we terminate~~ Mr. ~~Perry’s~~Reigersman’s employment is terminated for a reason other than ~~cause (as such term is defined in the Perry Employment Agreement and summarized below),~~“cause,” or he resigns from his employment for ~~good~~“good reason, ~~(as~~” and, in each case, the termination occurs before a “change in control” (as such ~~term is~~terms are defined in the ~~Perry~~New Reigersman Employment ~~Agreement and summarized below)~~Agreement), then, ~~in addition to earned but unpaid amounts,~~ subject to Mr. ~~Perry~~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 ~~Company~~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 athe New Reigersman Employment Agreement and the confidential information agreement entered into with ~~the Company,~~us, he (or his estate) will receive (i) ~~a lump sum payment equal~~immediate vesting as to ~~200% of the sum~~100% of his then-current base salary and target annual bonus opportunity; (ii) if such termination occurs prior to a change in control (as such term is defined in the Perry Employment Agreement and summarized below) of the Company and on or ~~after the 1~~^st ~~anniversary of his start date but before the 2~~^nd anniversary of his start date, immediate vesting of 50% of each of his then-outstanding equity awards; (iii) if such termination occurs prior to a change in control of the Company and on or after the 2^nd ~~anniversary of his start date but before the 3~~^rd ~~anniversary of his start date, immediate vesting of 75% of each of his then-outstanding equity awards; (iv) if such termination occurs prior to a change in control of the Company and on or after the 3~~^rd ~~anniversary of his start date, immediate vesting of 100% of each of his~~her then-outstanding equity awards; and ~~(v) if~~(ii) the COBRA Coverage during the 12-month period following such termination ~~occurs~~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 ~~Company, immediate vesting~~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 ~~then-outstanding~~outstanding equity ~~awards.~~

~~If Mr. Perry’s~~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 ~~the Company terminates due~~respect to ~~his death or disability (as such term is defined~~PSUs, which will be treated as provided in the ~~Perry Employment Agreement~~applicable PSU agreement) and ~~summarized below), then,~~(iv) COBRA Coverage for up to 18 months following his termination (or if, in ~~addition~~our determination, such reimbursement or direct payments would violate applicable law, monthly taxable cash payments in lieu thereof, as well as amounts necessary to ~~earned but unpaid amounts, subject to Mr. Perry (or his estate) signing a release of claims agreement with~~pay the ~~Company and his continued compliance with a confidential information agreement entered into with the Company, he will receive immediate vesting of each of his then-outstanding equity awards.~~taxes on such payments).

~~In the event of~~Additionally, if a change in control ~~that~~ occurs while Mr. ~~Perry~~Reigersman remains an employee, ~~of the Company, if~~and he remains employed with ~~the Company~~us (or our successor or any ~~successor)~~of our or our successor’s subsidiaries) as of the ~~1st~~first day following the 12-month anniversary of the change in control, then 100% of any of Mr. ~~Perry’s~~Reigersman’s equity awards that are both ~~are~~ outstanding

TABLE OF CONTENTS

2024 ANNUAL

PROXY STATEMENT

as of such date and were granted to him at least 9060 days ~~prior to~~before the change in control will ~~vest.~~vest at such time (except with respect to PSUs, which will be treated as provided in the applicable award agreement).

The ~~Perry~~New Reigersman Employment Agreement further provides that, ~~any severance payments and benefits payable to Mr. Perry will be subject to a delay in payment~~ if ~~and to the extent required by Section 409A. In the event that~~ the severance payments and other benefits payable to Mr. ~~Perry~~Reigersman constitute ~~"parachute payments"~~“parachute payments” under Section 280G of the ~~U.S. tax code~~Internal Revenue Code of 1986, as amended, and would be subject to the applicable excise tax, then ~~Mr. Perry’s~~his severance and other benefits will either be ~~either: (i)~~ delivered in ~~full;~~full or ~~(ii)~~ delivered to such lesser extent ~~which~~that would result in no portion of such benefits being subject to the excise tax, whichever results in the receipt by Mr. ~~Perry~~Reigersman on an after-tax basis of the greatest amount of benefits.

~~Michael Guthrie~~Prior Reigersman Employment Agreement, Darrow Employment Agreement, Foley Employment Agreement, Prior Luong Employment Agreement, New Luong Employment Agreement, Swart Employment Agreement and ~~John Stephenson~~Ku Employment Agreement

The severance and change in control-related terms of the ~~Guthrie~~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 ~~Stephenson~~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 ~~agreement,~~Executive Employment Agreement, and refers to Messrs. ~~Guthrie~~Reigersman (with respect to the Prior Reigersman Employment Agreement), Darrow, Foley, Swart, Ku and ~~Stephenson,~~Ms. Luong, as applicable, as ~~"the Executive".~~ 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 ~~agreements,~~Executive Employment Agreements, if we terminate the ~~Executive's~~Executive’s employment with us for a reason other than cause (as such term is defined in the Executive's employment agreement and summarized below), the Executive's employment with us terminates due to his death or disability (as such term is defined in the Executive's employment agreement and summarized below),“cause,” or the Executive resigns from his or her employment for ~~good~~“good reason, ~~(as such term is defined in the Executive's employment agreement and summarized below),~~” and in each case, the termination occurs before a “change in control” (as such ~~termination~~

~~occurs prior to a change~~terms are defined in ~~control,~~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 ~~commencing~~beginning immediately after his or her separation of service through the date that is six months ~~following~~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 ~~twelve~~12 months (the ~~"Executive~~“Executive Severance ~~Period"~~Period”); (ii) the immediate vesting of each of his ~~then outstanding stock options and shares of restricted stock~~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; ~~and, with respect to~~(iii) in the ~~Stephenson~~case of the Darrow Employment Agreement, ~~only, (iii) reimbursement~~the payment of the full target bonus for the ~~payments he makes~~year in which the termination occurs at the same time that the Company pays other executives a bonus for ~~medical, vision~~that year, but in no case later than March 15 of the following year; and ~~dental under~~(iv) COBRA Coverage for up to the full Executive Severance ~~Period (the "COBRA Coverage").~~Period. If we cannot provide ~~any~~the COBRA Coverage to which ~~Mr. Stephenson~~the Executive becomes entitled without a violation of applicable laws, we may instead provide a monthly cash payment, plus ana gross-up amount to cover the taxes on ~~such~~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 ~~Mr. Stephenson~~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~~Executive’s employment for a reason other than cause, ~~the Executive's employment terminates due to his death or disability,~~ or the Executive resigns from his or her employment for good reason, and in each case, ~~such~~ the

TABLE OF CONTENTS

2024 ANNUAL

PROXY STATEMENT

termination occurs ~~during the period beginning~~ upon the closing of a change in control ~~and ending on the 12-month anniversary of the closing of the change in control (the "Change in Control Period"),~~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) ~~the~~ immediate vesting as to 100% of his ~~then outstanding stock options and shares~~or her then-outstanding equity awards that were granted to him or her at least 90 days (or, in the case of ~~restricted stock; and, with respect to~~ the ~~Stephenson~~Darrow Employment Agreement, ~~only,~~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).

If we terminate the Executive's employment for a reason other than cause, the Executive's employment terminates due to his death or disability, or the Executive resigns from his employment for good reason, and in each case, such termination occurs after the expiration of the Change in Control Period, then, subject up to the Executive signing a release of claims agreement with us and his continued compliance with a confidential information agreement entered into with us, he will receive: (i) continuing payments of his base salary during thefull Executive Severance Period; and, with respect to the Stephenson Employment Agreement only, (ii) the COBRA Coverage (or the cash payments in lieu thereof, as described above, unless doing so would violate applicable laws).Period.

~~In the event of~~If a change in control ~~that~~ occurs while ~~the Executive remains our employee, if~~ the Executive remains employed with us and he or she remains employed with us (or ~~any~~our successor) as of the first day immediately following the ~~end of the Change in Control Period, then 100% of any stock options and shares of restricted stock held by the Executive as~~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.

~~The Guthrie~~Each of the Executive Employment ~~Agreement and Stephenson Employment Agreement each provide~~Agreements provides that any severance payments and benefits to ~~Messrs. Guthrie and Stephenson~~the Executive will be subject to a delay in payment if and to the extent required by Section ~~409A. In~~409A of the ~~event that~~Code. If the severance payments and other benefits payable to an Executive constitute ~~"parachute payments"~~“parachute payments” under Section 280G of the ~~U.S. tax code~~Code and would be subject to the applicable excise tax, then the ~~Executive's~~Executive’s severance and other benefits will be ~~either: (i)~~either delivered in ~~full;~~full or ~~(ii)~~ delivered to such lesser extent ~~which~~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

TABLE OF CONTENTS

2024 ANNUAL

PROXY STATEMENT

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

~~Expect~~Except as noted, the ~~definitions~~description below ~~apply~~applies to ~~each executive employment agreement,~~the New Reigersman Employment Agreement and each ~~executive employment~~of the Executive Employment Agreements, and each agreement refers to Messrs. ~~Perry, Guthrie~~Reigersman, Darrow, Foley, Swart, Ku and ~~Stephenson,~~Ms. Luong, as applicable, as ~~"the Executive".~~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"~~“cause” means: (i) the ~~Executive's~~Executive’s failure to perform his or her assigned duties or responsibilities as an employee ~~(as President and Chief Executive Officer, with respect to Mr. Perry)~~ (other than a failure resulting from the Executive’s ~~disability)~~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 ~~his~~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~~Executive’s violation of any federal or state law or regulation applicable to our business or our ~~affiliates;~~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~~Executive’s breach of any confidentiality agreement or invention assignment agreement; or (v) ~~with respect to Messrs. Guthrie and Stephenson,~~ the Executive being convicted of, or entering a plea of nolo contendere to, any ~~crime;~~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 ~~respect~~15 days to cure the alleged deficiency, provided that Mr. ~~Perry,~~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 being convicted~~Executive’s termination of employment due to death or ~~entering~~disability is not, by itself, deemed to be a ~~plea of nolo contendere to,~~termination by us other than for cause or a ~~felony or any crime involving moral turpitude.~~resignation for good reason.

As used in this section, ~~"change~~“change in ~~control"~~control” means: (i) a change in our ownership ~~which~~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,~~stock; provided, that ~~under~~for purposes of this subsection

TABLE OF CONTENTS

2024 ANNUAL

PROXY STATEMENT

(i), the ~~Perry~~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 ~~only,~~and each Executive Employment Agreement, that our Board ~~of Director~~ may, in its reasonable judgment, determine that any such change in the ownership of ~~the~~our stock ~~of the Company~~ as a result of a financing ~~of the Company~~ or otherwise for fundraising purposes, and in each case that is approved by the Board ~~of Directors prior to such~~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 ~~which~~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 ~~prior to such~~before the acquisition or ~~acquisitions,~~acquisitions; provided, that ~~under the Perry Employment Agreement only,~~ our Board ~~of Director~~ may determine in its reasonable judgment that certain asset transfers ~~that~~ should not ~~in its reasonable judgment,~~ be considered to be a change in control due to extenuating ~~factors; or, with respect to the Guthrie Employment Agreement and the Stephenson Employment Agreement only, (iii)~~factors. However, a transaction will not constitute a change in control if (x) its sole purpose is to change the ~~effective~~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 ~~us which occurs on the date that a majority~~Section 409A of the members of our Board of Directors is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of our Board of Directors prior to the date of the appointment or election.Code.

As used in this section, ~~"disability"~~“disability” means the ~~Executive:~~Executive (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment ~~which~~that can be expected to result in death or can be expected to last for a continuous period of not less than 12 ~~months;~~months or (ii) is, by reason of any medically determinable physical or mental impairment ~~which~~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"~~“good reason” means the ~~Executive's~~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~~Executive’s consent: (i) ~~with respect to the Guthrie Employment Agreement and Stephenson Employment Agreement only,~~ a material reduction in the ~~Executive's~~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, that is applicable to all of our senior management; with respect to the Perry Employment Agreement only, a reduction in the Executive’s base salary, excluding the substitution of substantially equivalent compensation and benefits, which reduction, as a percentage of base salary, is of a greater percentage than the percentage of base salary reduction applicable to a majority of our senior management,benefits; (ii) ~~with respect to the Guthrie Employment Agreement and Stephenson Employment Agreement only,~~ a material reduction of the ~~Executive's~~Executive’s authority, duties or responsibilities, unless the Executive is provided with a comparable position; provided, ~~however,~~ that a reduction in authority, duties or responsibilities ~~solely~~primarily by virtue of usour being acquired and made part of a larger entity, whether as a subsidiary, business unit or otherwise (as, for example, when our Chief Executive Officer remains as such following an acquisition where we become a wholly owned subsidiary of an acquirer, but is not made the Chief Executive Officer of the acquiring corporation) will not constitute ~~"good reason"~~“good reason”; ~~with respect to the Perry Employment Agreement only, a material reduction of the Executive's title, positions, authority, duties~~ or responsibilities or the assignment to the Executive of titles, positions, authority, duties or responsibilities that are inconsistent with his position as our President and Chief Executive Officer, in each case, which results in a material diminution of Executive’s authority, duties or responsibilities; provided, however, that a reduction in authority, duties, or responsibilities by virtue of us being acquired and made part of a larger entity whether as a subsidiary, business unit or otherwise (as, for example, when our Chief Executive Officer remains as such following an acquisition where we become a wholly owned subsidiary of an acquirer, but is not made the Chief Executive Officer of the acquiring corporation) will not constitute "good reason", (iii) a material change ~~(with respect to Mr. Perry only, this is any actual change)~~ in the geographic location of the ~~Executive's~~Executive’s primary work facility or location; provided, that a relocation of 50 miles or less from the ~~Executive's then present~~Executive’s then-present location or to the ~~Executive's~~Executive’s home as his or her primary work location will not be considered a material change in geographic location; or, with respect to the Perry Employment Agreement only, the following subclauses (iv) through (vi): (iv) Executive reporting to anyone other than the Board of Directors or, if the Company is acquired, either the Board of Directors or the board of directors of an acquiring company, (v) the failure by a successor to assume the Perry Employment Agreement, or (vi) any other material breach of the Perry Employment Agreement. In order forlocation. 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"~~“good reason” within 90 days of the initial existence of the grounds for ~~"good reason"~~“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.~~

~~Scott Painter~~

~~On November 20, 2015, we entered into a separation agreement~~time and ~~release (the “Separation Agreement”) with~~for all but Mr. ~~Painter. Pursuant to the terms~~Swart, any resignation for “good reason” must occur within two years of the ~~Separation Agreement, Mr. Painter resigned from his positions as the Company’s Chief Executive Officer and Chairman~~initial existence of the ~~Board, and~~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 ~~member of~~given date that occurs on or after May 15, 2024, (i) the Board, effective December 15, 2015 (the “Termination Date”). The Painter Employment Agreement had provided for certain severance and change in control benefits, but those benefits were not triggered in connection with Mr. Painter’s resignation. Under the Separation Agreement, Mr. Painter received: (i)Executive is a ~~2015 bonus of $94,500, payable at the same time bonus payments are made to other of our executives; and (ii) severance~~

of approximately $492,000 to be paid in approximately equal semi-monthly payments through December 31, 2016, in each case, subject to applicable tax withholdings. Pursuant to the Separation Agreement, Mr. Painter will provide limited advisory services to the Company during the “Advisory Period” that will run from the Termination Date through May 2018 or, if earlier, the termination of such services for causecurrent service provider (as defined in the ~~Separation Agreement)~~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). ~~Mr. Painter will~~

TABLE OF CONTENTS

2024 ANNUAL

PROXY STATEMENT

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 ~~paid a monthly advisory fee~~provided in the circumstances described above for each of ~~approximately $8,333 ($100,000 on an annual basis) during~~ the ~~Advisory Period. The Company will continue to provide Mr. Painter’s health insurance benefits through~~NEOs serving as of the end of 2023 pursuant to the ~~Advisory Period,~~employment and other agreements in effect at ~~which time Mr. Painter is expected to be eligible for COBRA benefits. The Separation Agreement includes a mutual release~~that time. Payments and benefits are estimated assuming that the triggering event took place on the last trading day of ~~claims between Mr. Painter~~2023 (December 29, 2023), and the ~~Company~~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 ~~provides~~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 ($)(1)	Death or Disability ($)
	Benefit	Prior to Change in Control ($)	Upon or Following Change in Control ($)	Change in Control ($)(1)	Death or Disability ($)
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. ~~Painter~~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

TABLE OF CONTENTS

2024 ANNUAL

PROXY STATEMENT

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 ~~customary confidentiality~~such options as of December 29, 2023 by (ii) the difference between $3.46 and ~~non-solicitation restrictions~~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 ~~Advisory Period.~~
performance period.

~~Pursuant~~

(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 ~~Separation Agreement,~~case of Mr. Reigersman) before the ~~Company paid Mr. Painter $100,000~~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 ~~surrender~~respective PSUs would have vested at a value of 76%, 80%, and ~~cancellation~~175% had a change of ~~options he held to purchase 1,333,332 shares~~control occurred on December 31, 2023 in light of the performance of the Company’s ~~common stock. The~~CAGR as compared to the CAGR of the Index companies.

(6)

Reflects the value of the immediate vesting of ~~certain~~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. ~~Painter’s remaining option awards required Mr. Painter’s continued service~~Reigersman as the ~~Company’s Chief Executive Officer (the “CEO Options”).~~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. ~~Painter ceased vesting~~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 ~~CEO Options on~~Severance Period with respect to Mr. Reigersman will be 18 months following his separation of service.

(8)

Reflects the ~~Termination Date and the unvested portion~~continuing payments of the ~~CEO Options, consisting~~Executive’s base salary during the Executive’s Severance Period.

The table below reflects the actual severance payments made to each of ~~options to purchase 791,117 shares,~~the NEOs who was ~~cancelled. Mr. Painter will continue to vest in his remaining options (covering 1,401,553 shares) and 154,088 remaining restricted stock units until~~not serving as of the end of ~~the Advisory Period. As the~~2023 pursuant to their employment and separation agreements as a result of the ~~cancellation~~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

TABLE OF CONTENTS

2024 ANNUAL

PROXY STATEMENT

(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 ~~described above, an additional 2,253,677~~was determined by multiplying the number of shares ~~became available for grant under~~subject to accelerated options by the ~~Company’s~~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.~~Plan

~~2015 Inducement Equity Incentive~~Our stockholders approved the 2023 Plan

~~On December 14, 2015,~~ at our June 2023 Annual Meeting of Stockholders. The 2023 Plan serves as the ~~Compensation Committee adopted~~successor to the ~~TrueCar, Inc. 2015 Inducement Equity Incentive~~2014 Plan, which was terminated when the ~~Inducement~~2023 Plan ~~and reserved 1,840,000 shares of the Company’s common stock for issuance pursuant to equity~~was adopted. Prior awards granted under the ~~Inducement Plan. Also on December 14, 2015,~~2014 Plan continue to be subject to the ~~Compensation Committee granted an option to purchase 1,840,000 shares of common stock to Chip Perry under the Inducement Plan. No shares remain available for grant under the Inducement Plan.~~

~~The Inducement Plan was adopted without stockholder approval pursuant to Rule 5635(c)(4)~~terms and provisions of the ~~Nasdaq Listing Rules. The Inducement~~2014 Plan. Each of the 2023 Plan ~~provided for~~and the ~~grant of equity-based awards in the form of nonstatutory stock options and its terms are substantially similar to the Company’s~~ 2014 ~~Equity Incentive~~ Plan ~~including with respect to treatment of equity awards~~provides that in the event of a “merger” or “change in control” as defined under the Inducement Plan. In accordance with Rule 5635(c)(4) of the Nasdaq Listing Rules, awards under the Inducement Plan could only be made to individuals not previously employees or non-employee directors of the Company (or following such individuals’ bona fide period of non-employment with the Company), as an inducement material to the individuals’ entry into employment with the Company or in connection with a merger or acquisition, to the extent permitted by Rule 5635(c)(3) of the Nasdaq Listing Rules.

~~2014 Equity Incentive Plan~~

~~Our 2014 Equity Incentive Plan, or the 2014 Plan, provides that in the event of a "merger" or "change in control," as defined under the 2014 Plan,~~applicable plan, each outstanding award will be treated as the administrator determines, except that if a successor ~~corporation~~company or its parent or subsidiary does not assume or substitute an equivalent award for any outstanding award, then ~~such~~the award will fully vest, all restrictions on ~~such~~the award will lapse, all performance goals or other vesting criteria applicable to ~~such~~the award will be deemed achieved at 100% of target levels and ~~such~~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. IfUnder each plan, if the service of an ~~outside director~~Outside Director is terminated on or following a change in control, other than pursuant to a voluntary resignation, his or her options, ~~restricted stock units~~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 ~~performance shares and units~~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 ~~2008~~Amended and Restated 2005 Stock Plan, ~~provides~~or the 2005 Plan, and our 2008 Plan, or the 2008 Plan, provide that in the event of a ~~merger~~“merger” or ~~change~~“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 ~~corporation~~company or a parent or subsidiary of the successor ~~corporation. In the event that~~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 ~~or electronically~~ 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 ~~such~~that period for no consideration, unless otherwise determined by the administrator.

~~Amended and Restated 2005 Stock Plan~~

~~Our Amended and Restated 2005 Stock Plan (or~~ No shares remain available for grant under the 2005 ~~Stock Plan) provides that in~~Plan or 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 corporation or a parent or subsidiary of the successor corporation. In the event that 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 to 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 or electronically 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 expiration of such period for no consideration, unless otherwise determined by the administrator.2008 Plan.

~~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 2015, 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 four years 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 Code. As a tax-qualified retirement plan, 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 contributions are deductible by us when made.

~~Equity Grants to our Named Executive Officers~~

Named Executive Officer Grant Date Option Awards(1) Stock Awards(1) Grant Date Fair Value of Equity Awards ($) (2)
Chip Perry 12/14/2015 1,840,000
7,025,961
12/14/2015 660,000
5,293,200
Scott Painter 3/12/2015 4,445
76,810
4/23/2015 500,000
3,716,457
4/23/2015 166,666
2,618,323
Michael Guthrie 3/12/2015 3,723
64,333
4/23/2015 100,000
743,291
4/23/2015 55,000
864,050
10/1/2015 153,034
775,882
John Stephenson 3/12/2015 3,103
53,620
4/23/2015 75,000
557,469
4/23/2015 25,000
392,750
10/1/2015 153,034
775,882


~~(1)~~	The restricted stock units granted on March 12, 2015 vested in four approximately equal quarterly installments with the first 25% vesting on March 31, 2015. Refer to "Outstanding Equity Awards at Fiscal Year-End" for the vesting schedules of other awards granted during 2015.


~~(2)~~	Restricted stock units ("RSUs") and option awards are shown at their aggregate grant date fair value in accordance with FASB ASC Topic 718. The assumptions used in calculating the grant-date fair value of the RSUs and options reported in this column are set forth in Note 9 to our audited consolidated financial statements included in our Annual Report on Form 10-K, as filed with the SEC.

~~2015 Incentive Plan~~

The 2015 Incentive Plan provided for bonus payments and equity grants to eligible employees determined based upon our achievement of quarterly financial and individual performance objectives, as described in greater detail below. Messrs. Guthrie, Stephenson and Painter participated in our 2015 Incentive Plan.

The 2015 Incentive Plan contemplated (i) a portion of the cash bonuses being paid, quarterly, based upon the Company’s overall financial condition, including achievement of certain revenue targets and Adjusted EBITDA targets (each, a "Company Performance Target"); (ii) a portion of the cash bonuses being paid based exclusively on individual performance; and (iii) the remainder of the cash bonuses being subject to the compensation committee's discretion. Initially, it was intended that the bonuses would be paid based only on the applicable Company Performance Target, but in light of changing business and Company circumstances, that was modified during 2015 to provide for a more nuanced assessment that included personal performance and a discretionary component. The 2015 Incentive Plan contemplated specific, pre-set quarterly Company Performance Targets established by the compensation committee. The 2015 Incentive Plan also provided for annual equity incentive grants with time-based vesting provisions. The equity awards granted on April 23, 2015 and set forth above under "Equity Grants to our Named Executive Officers" were granted pursuant to the 2015 Incentive Plan. The 2015 Incentive Plan included a minimum quarterly reserve of $575,000 for bonuses based exclusively on individual performance.

For the first half of 2015 (H1), quarterly bonus payments were contingent upon the achievement of individual performance factors, and revenue and Adjusted EBITDA targets. For the second half of 2015 (H2), quarterly bonus payments were based on the achievement of individual performance factors and Adjusted EBITDA targets. Funding of the quarterly bonus pool assuming full achievement of all quarterly targets, inclusive of individual performance factors, would be $2,500,000.

~~Determination of Bonus Payments for 2015~~

The compensation committee analyzed our performance on a quarterly basis in 2015, including the individual performance of our employees. The compensation committee determined that the Company Performance Targets were achieved in the first and third quarters of 2015. Such targets were not achieved in the second and fourth quarters, although certain individual performance factors were satisfied, resulting in bonuses totaling $4,584,525 across our employee population. Our eligible named executive officers were awarded bonuses below target levels largely as the result of Company Performance Targets not being achieved for each quarter of 2015.

TABLE OF CONTENTS

2024 ANNUAL

PROXY STATEMENT

Named Executive Officer
Annual Target
Award
Opportunity

Actual Award
Amount (1)
Michael Guthrie $ 393,750
$ 169,372
John Stephenson $ 393,750
$ 174,453
Scott Painter $ 472,500
$ 96,344

~~(1) Includes discretionary bonus payments to Messrs. Guthrie and Stephenson of $80,372 and $56,000, respectively.~~

~~Outstanding Equity Awards at Fiscal Year-End~~

~~The following table provides information regarding equity awards held by our named executive officers at December 31, 2015.~~

Option Awards Stock Awards

Number of
Shares or
Units of
Stock that
have Not
Vested

Market Value
of Shares or
Units of
Stock that
have Not
Vested

Number of Securities
Underlying Unexercised
Options
Option Exercise Price Per Share Option Expiration Date
Name Grant Date Exercisable Unexercisable
Chip Perry 12/14/2015 (1) —
1,840,000
$ 8.02
12/14/2025
12/14/2015 (2) 660,000
$ 6,296,400
Scott Painter 5/1/2007 (3) 305,372
—
$ 1.53
5/1/2017

8/21/2007 (3) 644,444
—
$ 0.495
8/21/2017

4/20/2009 (3) 416,121
—
$ 0.825
4/20/2019

11/19/2009 (3) 308,332
—
$ 0.825
11/19/2019

7/15/2010 (3) 952,273
—
$ 2.115
7/15/2020

2/17/2011 (3) 533,733
—
$ 2.835
2/17/2021

6/14/2011 (4)(5) 359,962
—
$ 3.555
6/14/2021

2/14/2012 (4)(6) 540,408
—
$ 11.505
2/14/2022

2/22/2013 (4)(6) 269,726
—
$ 7.92
2/22/2023

5/2/2013 (4)(6) 130,776
—
$ 7.92
5/2/2023

10/22/2013 (4)(7) 561,296
—
$ 8.88
10/22/2023

1/28/2014 (4)(6) 112,422
—
$ 8.895
1/28/2024

2/7/2014 (4)(6) 144,433
—
$ 9.255
2/7/2024

2/7/2014 (4)(8) 130,080
—
$ 9.255
2/7/2024

2/28/2014 (4)(6) 1,155,000
—
$ 9.255
2/28/2024

5/2/2014 (4)(9) 124,820
—
$ 12.81
5/2/2024

5/21/2014 (10) 43,928
$ 419,073
4/23/2015 (11) 114,583
302,083
$ 15.71
4/23/2025
4/23/2015 (12) 93,750
$ 894,375
Michael Guthrie 2/14/2012 (4)(6) 299,999
—
$ 11.505
2/14/2022

2/22/2013 (4)(6) 78,427
—
$ 7.92
2/22/2023
5/2/2013 (4)(6) 33,333
—
$ 7.92
5/2/2023
6/26/2013 (4)(13) 180,876
—
$ 7.92
6/26/2023
10/22/2013 (4)(7) 116,666
—
$ 8.88
10/22/2023
2/7/2014 (4)(6) 59,999
—
$ 9.255
2/7/2024
2/28/2014 (4)(6) 105,000
—
$ 9.255
2/28/2024
5/2/2014 (4)(9) 206,500
—
$ 12.81
5/2/2024
5/21/2014 (10) 22,125
$ 211,073
4/23/2015 (11) 22,916
77,084
$ 15.71
4/23/2025
4/23/2015 (12) 41,250
$ 393,525
10/1/2015 (14) 143,470
$ 1,368,704
John Stephenson 5/2/2014 (15) 343,055
523,611
$ 12.81
5/2/2024

5/2/2014 (9) 18,437
70,063
$ 12.81
5/2/2024

9/8/2014 (3) 5,796
—
$ 23.47
9/8/2024

4/23/2015 (11) 17,187
57,813
$ 15.71
4/23/2025
4/23/2015 (12) 18,750
$ 178,875
10/1/2015 (14) 143,470
$ 1,368,704


~~(1)~~	~~One forty-eighth of the shares subject to the option vested on March 1, 2016 and one forty-eighth of the shares vest monthly thereafter, subject to continued service with us.~~


~~(2)~~	~~One sixteenth of the shares vested on March 1, 2016 and one sixteenth of the shares vest quarterly thereafter, subject to continued service with us.~~


~~(3)~~	~~Shares subject to the option are fully vested and exercisable.~~


~~(4)~~	~~The option is subject to an early exercise provision and is immediately exercisable.~~


~~(5)~~	~~One forty-eighth of the shares subject to the option vested on March 15, 2012 and one forty-eighth of the shares vest monthly thereafter, subject to continued service with us.~~


~~(6)~~	One forty-eighth of the shares subject to the option vested on the one-month anniversary of the grant date and one forty-eighth of the shares vest monthly thereafter, subject to continued service with us.


~~(7)~~	~~One forty-eighth of the shares subject to the option vested on February 1, 2014 and one forty-eighth of the shares vest monthly thereafter, subject to continued service with us.~~


~~(8)~~	~~35,230 shares subject to the option vested on February 7, 2014 and one thirty-fifth of the remaining shares vest monthly thereafter, subject to continued service with us.~~


~~(9)~~	~~One forty-eighth of the shares subject to the option vested on March 1, 2015 and one forty-eighth of the shares vest monthly thereafter, subject to continued service with us.~~


~~(10)~~	~~One sixteenth of the shares vested on March 31, 2015 and one sixteenth of the shares vest quarterly thereafter, subject to continued service with us.~~


~~(11)~~	~~One forty-eighth of the shares subject to the option vested on January 1, 2015 and one forty-eighth of the shares vest monthly thereafter, subject to continued service with us.~~


~~(12)~~	~~Two sixteenths of the shares vested on June 30, 2015 and one sixteenth of the shares vest quarterly thereafter, subject to continued service with us.~~


~~(13)~~	~~One fourth of the shares subject to the option vested on the one-year anniversary of the grant date, and one forty-eighth of the shares vest monthly thereafter, subject to continued service with us.~~


~~(14)~~	~~One sixteenth of the shares vested on December 15, 2015 and one sixteenth of the shares vest quarterly thereafter, subject to continued service with us.~~


~~(15)~~	~~One forty-eighth of the shares subject to the option vested on June 2, 2014 and one forty-eighth of the shares vest monthly thereafter, subject to continued service with us.~~

Equity Compensation Plan Information

Securities Authorized for Issuance Under Equity Compensation ~~Plans~~Plan

The following table sets forth information regarding our equity compensation plans as of December 31, ~~2015:~~

Plan Category
Number of Securities
to be Issued Upon
Exercise of
Outstanding Options,
Warrants, and Rights

Weighted-average
Exercise Price of
Outstanding Options,
Warrants, and Rights

Number of Securities
Remaining Available
for Future Issuance
Under Equity
Compensation Plans

Equity compensation plans approved by stockholders(1) 26,185,241
(2 ) $ 8.12
(3 ) 3,095,368
(4 )
Equity compensation plans not approved by stockholders(5) 3,471,478
$ 10.41
—

Total 29,656,719
$ 8.39
(3 ) 3,095,368
(4 )

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
~~(1)~~	The 2014 Plan contains an evergreen provision, pursuant to which the number of shares of common stock available for issuance under the 2014 Plan can be increased on the first day of each fiscal year, equal to the least of (a) 10,000,000 shares, (b) 5% of the outstanding shares of common stock on the last day of our immediately preceding fiscal year, and (c) such other amount as our Board of Directors may determine. 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.

TABLE OF CONTENTS

2024 ANNUAL

PROXY STATEMENT

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.

TABLE OF CONTENTS

2024 ANNUAL

PROXY STATEMENT

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:

TABLE OF CONTENTS

2024 ANNUAL

PROXY STATEMENT

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,

TABLE OF CONTENTS

2024 ANNUAL

PROXY STATEMENT

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):

TABLE OF CONTENTS

2024 ANNUAL

PROXY STATEMENT

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)

TABLE OF CONTENTS

2024 ANNUAL

PROXY STATEMENT

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.

TABLE OF CONTENTS

2024 ANNUAL

PROXY STATEMENT

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
~~(2)~~	Includes 3,747,340 shares of common stock subject to restricted stock units that entitle each holder to one share of common stock for each such unit that vests over the holder's period of continued service.

Adjusted EBITDA(1)


~~(3)~~	~~Weighted-average exercise price does not include shares issuable upon vesting of restricted stock units, which have no exercise price.~~

Revenue
~~(4)~~	~~Does not include 4,150,836 shares that became available for issuance under the 2014 Plan on January 1, 2015 pursuant to the evergreen provision.~~

Compound annual growth in stock price

~~(5)~~

Includes 1,631,478 warrants to purchase common stock issued to various third-party service providers and 1,840,000 shares underlying an option issued pursuant to the 2015 Inducement Equity Incentive Plan. Of the total outstanding warrants at December 31, 2015, warrants totaling 671,475 shares were exercisable. None of the options issued pursuant to the 2015 Inducement Equity Incentive Plan were exercisable at December 31, 2015.

(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.

3366

TABLE OF CONTENTS

2024 ANNUAL

PROXY STATEMENT

Comparison of 5 Year Cumulative Total Return

Pay versus Performance: TSR

TABLE OF CONTENTS

2024 ANNUAL

PROXY STATEMENT

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.

TABLE OF CONTENTS

2024 ANNUAL

PROXY STATEMENT

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~~“Executive Officers, Directors and Corporate ~~Governance"~~Governance” and ~~"Executive~~“Executive Compensation,"” the following is a description of each transaction since January 1, ~~2015~~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.

~~Transactions with Directors and Their Affiliates~~

~~USAA~~

USAA, our largest stockholder and most significant affinity group marketing partner, beneficially owned 15.9% of our common stock at December 31, 2015. We have entered into a series of commercial service and maintenance arrangements (collectively, the "Service and Maintenance Agreement") with USAA. Pursuant to these arrangements, we provide USAA with certain services, including an Internet-accessible mobile-enabled platform for automobile shopping, purchasing, insuring, financing and personal vehicle sales as such program is developed, modified and delivered for USAA members (the "USAA Auto Program"), and associated enablement, implementation, maintenance, project management and customization services. From time to time, we have provided marketing services to promote USAA membership, certain dealer incentive programs and loan subvention programs and have subsidized loan rate discount programs for USAA members who meet certain conditions. USAA markets the USAA Auto Program, related programs and our technology to its members and prospects, works with us to determine what USAA marketing and publicity is needed to further expand and grow the USAA Auto Program and promotes to its members certain dealer incentive programs. Under the Service and Maintenance Agreement, for the year ended December 31, 2015, we made cash payments to USAA of $9.5 million, and received cash payments from USAA of $3.3 million. Under the Service and Maintenance Agreement, for the year ended December 31, 2015, nearly 235,000 units, or 31%, of all units purchased from TrueCar Certified Dealers by TrueCar users were matched to users of the car-buying site we maintain for USAA. We believe that the Service and Maintenance Agreement is on terms no less favorable to us than we could have obtained from unaffiliated third parties.

In connection with the transactions described in the Service and Maintenance Agreement, we have issued to USAA warrants to purchase shares of our common stock. In January 2012, we issued to USAA a warrant to purchase up to 1,042,666 shares of our common stock with an exercise price of $7.95 per share which was exercised in full on May 12, 2014. In May 2014, we issued to USAA a warrant to purchase up to 1,458,979 shares of our common stock consisting of 392,313 shares of common stock with an exercise price of $7.95 per share and 1,066,666 shares of common stock with an exercise price of $15.00 per share. The shares issuable upon exercise of such warrants are subject to certain performance-based vesting conditions. The vesting conditions are based on the number of cars sold by TrueCar Certified Dealers to our users originating from the USAA Auto Program. The warrant includes a multiplier provision whereby the vesting accelerates faster based on achievement of higher sales milestones within a given month.

~~Tiny Rebellion~~

Lucas Donat was a founding partner of Tiny Rebellion and served as its Chief Executive Officer in a part-time capacity until October 2015. We entered into a contract with Tiny Rebellion for the provision of advertising service in December 2012. Mr. Donat has served as our Chief Marketing Officer since October 2013. We terminated our relationship with Tiny Rebellion in December 2015. During the period from January 1, 2015 through October 31, 2015, we paid Tiny Rebellion $8.6 million for advertising services.

Indemnification of Officers and Directors

Our ~~amended and restated certificate of incorporation~~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. ~~Delaware law prohibits our amended and restated certificate of incorporation from limiting the liability of our directors for the following:~~

~~any breach of the director's duty of loyalty to us or to our stockholders;~~

~~acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law;~~

~~unlawful payment of dividends or unlawful stock repurchases or redemptions; and~~

~~any transaction from which the director derived an improper personal benefit.~~

In addition to the indemnification required in our ~~amended and restated certificate of incorporation~~Charter and Bylaws, we have entered into an indemnification agreement with ~~each member of~~ our ~~Board of Directors.~~directors and officers. These agreements provide for ~~the~~ indemnification ~~of our directors, officers and some employees~~ 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. In the case of an action or proceeding by or in the right of our company or any of our subsidiaries, no indemnification will be provided for any claim where a court determines that the indemnified party is prohibited from receiving indemnification. We believe that these ~~charter~~Charter and ~~bylaw~~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~~Related-Party Transactions

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

TABLE OF CONTENTS

2024 ANNUAL

PROXY STATEMENT

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, ~~and~~ approve or disapprove and oversee any ~~related party~~related-party transactions.

~~Investors Rights Agreement~~

In November 2013, in connection with our Series A Preferred Stock financing, we entered into an amended and restated investors' rights agreement with Vulcan Capital Growth Equity LLC and certain holders of our common stock, including entities affiliated with Anthem Ventures, United Services Automobile Association, Capricorn Investment Group and Upfront Ventures, which each hold 5% or more of our capital stock and of which certain of our directors are affiliated. Such agreement provides, among other things, for certain rights relating to the registration of their shares, including the right to demand that we file a registration statement or request that their shares be covered by a registration statement that we are otherwise filing.

~~Registration Rights~~

Certain holders of our common stock as of December 31, 2015 are entitled to rights, subject to some conditions, to require us to file registration statements covering their shares or to include their shares in registration statements that we may file for ourselves or our stockholders. We refer to these shares as “registrable securities.”. These registration rights are contained in our Seventh Amended and Restated Investors' Rights Agreement, ("IRA"), dated as of November 22, 2013. We and certain holders of our common stock, including investors in our Series A Preferred Stock, are parties to the IRA. The registration rights set forth in the IRA will expire three years following the completion of our initial public offering, or, with respect to any particular stockholder, when such stockholder is able to sell all of its shares pursuant to Rule 144 of the Securities Act during any 90-day period. We will pay the registration expenses of the holders of the shares registered pursuant to the registrations described below. In an underwritten offering, the managing underwriter, if any, has the right, subject to specified conditions, to limit the number of shares such holders may include.

~~Demand Registration Rights~~

TABLE OF CONTENTS

The holders of 25% or more of the then outstanding registrable securities are entitled to certain demand registration rights so long as the request covers at least that number of shares with an anticipated offering price, net of underwriting discounts and commissions, of at least $7.5 million. We are not required to effect more than two demand registrations. If we determine that it would be detrimental to us to effect such a demand registration, we have the right to defer such registration, not more than once in any 12-month period, for a period of up to 90 days.

2024 ANNUAL

~~Piggyback Registration Rights~~PROXY STATEMENT

If we propose to register the offer and sale of our common stock under the Securities Act, in connection with the public offering of such common stock, the holders of our registrable securities will be entitled to certain "piggyback" registration rights allowing these holders to include their shares in such registration, subject to certain marketing and other limitations. As a result, whenever we propose to file a registration statement under the Securities Act, other than with respect to: (1) a demand registration or S-3 registration; (2) a registration relating to a company stock plan; (3) a registration relating to the offer and sale of debt securities; (4) a registration relating to a corporate reorganization or other transaction pursuant to Rule 145 of the

Securities Act; and (5) a registration on any form that does not permit secondary sales, the holders of these shares are entitled to notice of the registration and have the right, subject to certain limitations, to include their shares in the registration.

~~Form S-3 Registration Rights~~

The holders of our registrable securities may make a written request that we register the offer and sale of their shares on a registration statement on Form S-3 if we are eligible to file a registration statement on Form S-3, so long as the request covers at least that number of shares with an anticipated offering price, net of underwriting discounts and commissions, of at least $1.0 million. These stockholders may make an unlimited number of requests for registration on Form S-3; however, we will not be required to effect a registration on Form S-3 if we have effected two such registrations within the 12-month period preceding the date of the request. Additionally, if we determine that it would be detrimental to us to effect such a registration, we have the right to defer such registration, not more than once in any 12-month period, for a period of up to 90 days.

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, ~~2015~~2023 with our management. In addition, the audit committee has discussed with PricewaterhouseCoopers LLP, our independent accountants, the matters required to be discussed by ~~standards promulgated by~~ the ~~American Institute~~applicable requirements of ~~Certified Public Accountants ("AICPA") and~~the Public Company Accounting Oversight Board (the ~~"PCAOB"~~“PCAOB”)~~, including PCAOB Auditing Standard No. 16 "Communications with Audit Committees."~~ 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~~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~~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, ~~2015.~~2023.

Respectfully submitted by:

Barbara A. Carbone (Chair)

Robert E. Buce ~~(Chair)~~

~~Christopher Claus~~Faye M. Iosotaluno

~~Thomas Gibson~~Erin N. Lantz

TABLE OF CONTENTS

2024 ANNUAL

PROXY STATEMENT

PROPOSAL ONE: ELECTION
OF DIRECTORS

Our Board ~~of Directors~~ consists of ~~nine~~six members. In accordance with our ~~amended and restated certificate of incorporation,~~Charter, our Board ~~of Directors~~ is divided into three classes with staggered three-year terms. At the ~~virtual~~ Annual Meeting, three directors will be elected for three-year terms.

Nominees

Our nominating ~~and corporate governance~~ committee ~~of the Board of Directors~~ recommended, and our Board ~~of Directors~~ approved ~~Robert Buce, Thomas Gibson~~Barbara A. Carbone, Jantoon E. Reigersman and ~~John Krafcik~~Diego A. Rodriguez as a nominees for election to the Board at the Annual Meeting. Each of ~~Directors~~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, ~~each of Messrs. Buce, Gibson and Krafcik~~the nominees will serve as directors until our annual meeting in ~~2019,~~2027, and until a successor is qualified and elected or until his or her earlier resignation or removal. ~~Each of the nominees is currently a director of the Company.~~ Please see ~~"Executive~~“Executive Officers, Directors and Corporate ~~Governance"~~Governance” in this ~~Proxy Statement~~proxy statement for information concerning the nominees.

Unless otherwise instructed, the proxy holders will vote the proxies received by them FOR each of ~~Robert Buce, Thomas Gibson~~Barbara A. Carbone, Jantoon E. Reigersman and ~~John Krafcik.~~Diego A. Rodriguez. If ~~the nominees are~~any nominee is unable or ~~decline~~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 of Directors.~~Board. We are not aware of any reason that a nominee would be unable or unwilling to serve as a director.

Vote Required

~~Each director is~~Directors are elected by a plurality of the voting power of the shares present ~~in person~~ 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 ~~of Directors unanimously~~ recommends that stockholders vote ~~"FOR"~~“FOR” the election of each of ~~Robert Buce, Thomas Gibson~~Barbara A. Carbone, Jantoon E. Reigersman and ~~John Krafcik~~Diego A. Rodriguez as Class III directors to serve until the ~~2019~~2027 annual meeting of stockholders or until ~~their successors are~~his or her successor is duly elected and qualified.

3872

TABLE OF CONTENTS

2024 ANNUAL

PROXY STATEMENT

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

The audit committee has appointed PricewaterhouseCoopers LLP, ~~("PwC")~~or PwC, as ~~TrueCar's~~our independent registered public accounting firm for the fiscal year ending December 31, ~~2016~~2024 and recommends that stockholders vote for ratification of ~~such~~that appointment. ~~Notwithstanding its selection or voting results, the~~The audit committee, in its discretion, may appoint a new independent registered public ~~accountants~~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 ~~such~~ a change in our independent registered public accountant would be in ~~the~~our best interests and those of ~~TrueCar and its~~our stockholders. If our stockholders do not ratify ~~the~~this appointment, the audit committee may ~~reconsider~~consider whether it should appoint another independent registered public accounting firm.

PwC served as ~~TrueCar's~~our independent registered public accounting firm for the ~~2014~~2022 and ~~2015~~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, ~~2014~~2022 and ~~2015:~~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

Fiscal Year
2014 2015
Audit Fees $ 1,996,200
$ 1,799,000
Audit-Related Fees —
198,211
Tax Fees 196,392
170,070
All Other Fees 2,090
6,335
Total $ 2,194,682
$ 2,173,616

Audit ~~Fees~~fees cover professional services provided by PwC in connection with the audit of ~~the Company's~~our annual financial statements and an audit of the effectiveness of internal control over financial reporting, quarterly reviews of financial statements included in ~~the Company's~~our annual reports on Form 10-K and quarterly reports on Form 10-Q and professional services rendered in connection with ~~our Form S-1 related to our initial public offering and follow-on offering,~~ comfort letters, consents and reviews of other documents filed with the SEC.

Audit-related fees ~~cover~~are fees for assurance and related services ~~provided by PwC~~that are reasonably related to ~~perform an assessment and provide observations~~the performance of the ~~Company's control environment~~audit or review of our financial statements, including due diligence activities relating to mergers and ~~consultation~~acquisitions and consultations concerning financial accounting and reporting standards. ~~These services were not required to be performed in connection with the annual audit.~~

TABLE OF CONTENTS

2024 ANNUAL

PROXY STATEMENT

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

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

Pre-approval Policy. Under our audit ~~committee's policy governing our use of the services of our independent registered public accountants,~~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 ~~accountants~~accounting firm in order to ensure that the provision of ~~such~~those services does not impair the public ~~accountants'~~accounting firm’s independence. In fiscal years ~~2014~~2022 and ~~2015,~~2023, all fees identified above under the captions ~~"Audit~~“Audit Fees,~~" "Audit-Related~~” “Audit-Related Fees,~~" "Tax Fees,"~~” “Tax Fees” and ~~"All~~“All Other ~~Fees"~~Fees” that ~~were~~PwC billed ~~by PwC~~ were approved by the audit committee in accordance with ~~SEC requirements.~~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 ~~the~~PwC’s rendering of other professional services for tax compliance and tax advice ~~by PwC~~ is compatible with maintaining ~~their~~PwC’s independence.

Vote Required

The affirmative vote of the holders of a majority of the shares of our common stock present ~~in person~~ 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 ~~2016. Abstentions are~~2024. A share that abstains on this proposal is treated as ~~shares of common stock~~a share present ~~in person~~ virtually or represented by proxy and entitled to vote and, therefore, will have the effect of a vote ~~"against" the ratification of~~“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, ~~of Directors, as recommended by~~at the audit ~~committee,~~committee’s recommendation, recommends that stockholders vote ~~"FOR"~~“FOR” the ratification of the selection of PricewaterhouseCoopers LLP as ~~TrueCar's~~our independent registered public accounting firm for the fiscal year ending December 31, ~~2016.~~2024.

TABLE OF CONTENTS

2024 ANNUAL

PROXY STATEMENT

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 ~~Directors~~our executive compensation, as discussed in this proxy statement.

TABLE OF CONTENTS

2024 ANNUAL

PROXY STATEMENT

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.

TABLE OF CONTENTS

2024 ANNUAL

PROXY STATEMENT

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




		~~BY ORDER OF THE BOARD OF DIRECTORS~~

Santa Monica, California

April ~~6, 2016~~8, 2024

41TABLE OF CONTENTS

2024 ANNUAL

PROXY STATEMENT

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.

4278

TABLE OF CONTENTS

2024 ANNUAL

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.

TABLE OF CONTENTS

2024 ANNUAL

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

TABLE OF CONTENTS

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

TABLE OF CONTENTS

TABLE OF CONTENTS

[MISSING IMAGE: px_2024truecarproxy1pg01-bw.jpg]

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

TABLE OF CONTENTS

[MISSING IMAGE: px_2024truecarproxy1pg02-bw.jpg]

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

DEF 14A false 0001327318 iso4217:USD xbrli:shares



~~Filed by the Registrant~~ ý
~~Filed by a Party other than the Registrant~~ o
~~Check the appropriate box:~~
o	~~Preliminary Proxy Statement~~
o	~~Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))~~
ý	~~Definitive Proxy Statement~~
o	~~Definitive Additional Materials~~
o	~~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 the appropriate box):~~
ý	~~No fee required.~~
o	~~Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.~~
	(1	)	~~Title of each class of securities to which transaction applies:~~
	(2	)	~~Aggregate number of securities to which transaction applies:~~
	(3	)	~~Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):~~
	(4	)	~~Proposed maximum aggregate value of transaction:~~
	(5	)	~~Total fee paid:~~
o	~~Fee paid previously with preliminary materials.~~
o	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
	(1	)	~~Amount Previously Paid:~~
	(2	)	~~Form, Schedule or Registration Statement No.:~~
	(3	)	~~Filing Party:~~
	(4	)	~~Date Filed:~~




		~~Sincerely,~~
		~~/s/ Chip Perry~~
		~~Chip Perry~~ ~~President and Chief Executive Officer~~
		~~Santa Monica, California~~
		~~April 6, 2016~~




	Page
~~GENERAL INFORMATION~~GENERAL INFORMATION		1
EXECUTIVE OFFICERS, DIRECTORS AND CORPORATE GOVERNANCE		7
~~EXECUTIVE OFFICERS, DIRECTORS AND CORPORATE GOVERNANCE~~	7
Executive Officers and Directors		7
Board Composition		911
Board Meetings and Director Communications		1012
Policy Regarding Nominations		1013
Director Independence		1013
Board Committees and Management’s Disclosure Committee		1113
Compensation Committee Interlocks and Insider Participation		1317
Code of Business Conduct and Ethics		1317
Board Leadership Structure		1318
~~Board's~~Board’s Role in Risk Oversight		1418
Information on Compensation Risk Assessment		1418
~~Non-Employee Director Compensation~~Diversity, Equity & Inclusion		1418
Non-Employee Director Compensation		20
Outside Director Compensation Policy		1521
Delinquent Section 16(a) ~~Beneficial Ownership Reporting Compliance~~Reports		22
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		1723
COMPENSATION DISCUSSION AND ANALYSIS		26
~~SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT~~Summary Compensation Table		1843
~~EXECUTIVE COMPENSATION~~Grants of Plan-Based Awards Table		2245
~~2015 Summary Compensation Table~~	22
~~Executive Employment Arrangements~~	23
~~2015 Incentive Plan~~	29
Outstanding Equity Awards at Fiscal Year-End		3146
~~CERTAIN RELATIONSHIPS AND RELATED PARTY AND OTHER TRANSACTIONS~~Option Exercises and Stock Vested Table		3448
~~AUDIT COMMITTEE REPORT~~Executive Employment Arrangements		3749
~~PROPOSAL ONE: ELECTION OF DIRECTORS~~Potential Payments upon Termination, Change in Control or Certain Other Events		3851
~~PROPOSAL TWO: RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS~~Equity Compensation Plan Information		59
39CEO 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



Name	Fees Earned ($)	Option Awards ($)(1)	Total ($)
Abhishek Agrawal (2)	37,500	124,590	162,090
Todd Bradley (2)	40,000	124,590	164,590
Robert Buce (2)	47,000	124,590	171,590
Christopher Claus (2)	50,000	124,590	174,590
Steven Dietz (2)	47,500	124,590	172,090
Thomas Gibson (2)	43,500	124,590	168,090
John Krafcik (2)(3)	8,723	—	8,723
Ion Yadigaroglu (2)	30,000	124,590	154,590



Board Committee	Chairperson Fee		Member Fee
Audit Committee	$	17,000	$	7,500
Compensation Committee	$	10,000	$	5,000
Nominating and Corporate Governance Committee	$	6,000	$	2,500



Named Executive Officer	Grant Date	Option Awards(1)	Stock Awards(1)	Grant Date Fair Value of Equity Awards ($) (2)
Chip Perry	12/14/2015	1,840,000		7,025,961
	12/14/2015		660,000	5,293,200
Scott Painter	3/12/2015		4,445	76,810
	4/23/2015	500,000		3,716,457
	4/23/2015		166,666	2,618,323
Michael Guthrie	3/12/2015		3,723	64,333
	4/23/2015	100,000		743,291
	4/23/2015		55,000	864,050
	10/1/2015		153,034	775,882
John Stephenson	3/12/2015		3,103	53,620
	4/23/2015	75,000		557,469
	4/23/2015		25,000	392,750
	10/1/2015		153,034	775,882



Named Executive Officer	Annual Target Award Opportunity		Actual Award Amount (1)
Michael Guthrie	$	393,750	$	169,372
John Stephenson	$	393,750	$	174,453
Scott Painter	$	472,500	$	96,344



	Fiscal Year
	2014		2015
Audit Fees	$	1,996,200	$	1,799,000
Audit-Related Fees	—		198,211
Tax Fees	196,392		170,070
All Other Fees	2,090		6,335
Total	$	2,194,682	$	2,173,616