Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

TrueCar, Inc. (the "Company") announced today that on August 27, 2020, the Board of Directors (the "Board") of the Company elected Barbara Carbone, age 61, to the Board by a unanimous vote of the directors then in office, filling a vacancy caused by the previously-announced resignation of Ion Yadigaroglu. Ms. Carbone will serve on the Board's audit committee.

Ms. Carbone will be entitled to the same compensation as the other non-employee directors who are not affiliated with a venture capital investor in the Company under the Company's outside director compensation policy (the "Policy"). The Policy is described in the Company's most recent Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on April 8, 2020 (the "Proxy Statement").

Pursuant to the Policy, on August 27, 2020, Ms. Carbone received a one-time initial equity grant comprised of a restricted stock unit award with a grant date fair value of $300,000. In addition, each non-employee director who has served on the Board for at least six months as of the date of each annual meeting of stockholders receives an annual equity grant. The annual equity grant to directors consists of a restricted stock unit award with a grant date fair value of $150,000. Ms. Carbone will also be entitled to an annual retainer of $65,000. There are no arrangements or understandings between Ms. Carbone and any other persons pursuant to which she was selected as a director, and she does not have a direct or indirect material interest in any transaction or proposed transaction that would be required to be disclosed pursuant to Item 404(a) of Regulation S-K.

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