Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Resignation of Wesley A. Nichols
On October 27, 2022, Wesley A. Nichols informed TrueCar, Inc. (the "Company") of
his resignation from the Board of Directors (the "Board") of the Company,
effective on October 27, 2022. Mr. Nichols began serving on the Board in
November 2016, and, prior to his resignation, was the chair of the Compensation
and Workforce Committee of the Board and a member of the Nominating and
Corporate Governance Committee and Executive Committee of the Board. Mr. Nichols
resigned due to the demands and increased responsibilities at his present
employer. There were no disagreements between Mr. Nichols and the Company on any
matter relating to the Company's operations, policies or practices.
Appointment of Brendan L. Harrington
Also on October 27, 2022, the Board elected Brendan L. Harrington, age 52, to
the Board by a unanimous vote of the directors then in office. Mr. Harrington
will serve on the Board's Nominating and Corporate Governance Committee.
Mr. Harrington will be entitled to compensation under the Company's outside
director compensation policy (the "Policy") as described below.
Pursuant to the Policy, on October 27, 2022, Mr. Harrington 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. Mr. Harrington will also be entitled to an annual retainer of
$60,000. There are no arrangements or understandings between Mr. Harrington and
any other persons pursuant to which he was selected as a director, and he 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. The Policy is more fully described in the Company's most recent
Proxy Statement on Schedule 14A, filed with the Securities and Exchange
Commission on April 13, 2022.
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