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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
 
FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported)
 
September 23, 2023
TrueCar, Inc.
(Exact name of registrant as specified in its charter)
Delaware 001-36449 04-3807511
(State or other jurisdiction of
incorporation)		 (Commission File Number) (IRS Employer
Identification No.)

1401 Ocean Ave, Suite 200
Santa Monica, California 90401
(Address of principal executive offices, including zip code)
 
(800) 200-2000
(Registrant’s telephone number, including area code)
 
(Former name or former address, if changed since last report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $0.0001 per shareTRUEThe Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
    Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐





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

Chief Financial Officer Transition

On September 26, 2023, TrueCar, Inc. (the “Company”) announced that it had appointed Oliver Foley as its Chief Financial Officer on September 23, 2023, to be effective as of October 30, 2023 (the “Start Date”). In connection with such appointment, the Board of Directors of the Company (the “Board”) designated Mr. Foley as the Company’s principal financial officer and principal accounting officer as of the Start Date.

On September 23, 2023, the Company terminated without cause the employment of Teresa Luong, the Company’s Chief Financial Officer, effective October 2, 2023. In connection Ms. Luong’s termination, the Company anticipates entering into a release and separation agreement which contains a release of claims against the Company by Ms. Luong and provides for severance benefits consistent with the Employment Agreement, dated February 16, 2023, by and between Ms. Luong and the Company, in connection with a termination without cause. In connection with Ms. Luong’s termination, the Board designated Jantoon Reigersman, the Company’s President and Chief Executive Officer, as the Company’s interim principal financial officer and principal accounting officer, to serve until Mr. Foley assumes such positions.

Mr. Foley, age 39, is joining the Company after having served Flexcar, LLC, a vehicle subscription company, as its Head of Finance since October 2022 and as Regional General Manager from January 2022 to September 2022. Before joining Flexcar, Mr. Foley was the Vice President of Strategy, Society6 at Leaf Group, Ltd., a diversified Internet, media and e-commerce company, from December 2018 to February 2022. He is also a co-founder of Halo Energy, LLC, a wind turbine company, where he served as an executive from May 2017 to November 2018 and prior to that, he held various finance and business development roles at Ogin, Inc., a clean technology company. Mr. Foley holds a B.A. in History & Economics from Davidson College and a Master of Business Administration from the Tuck School of Business at Dartmouth University.

Other than the Employment Agreement (as defined below), there are no arrangements or understandings between Mr. Foley and any other person pursuant to which he was selected as Chief Financial Officer. There are no family relationships between Mr. Foley and any director or executive officer of the Company and Mr. Foley has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K under the Securities Exchange Act of 1934, as amended.

Employment Agreement with Mr. Foley

In connection with his appointment as Chief Financial Officer, the Company entered into an employment agreement (the “Employment Agreement”) with Mr. Foley on September 25, 2023. Under the terms of the Employment Agreement, Mr. Foley’s employment remains on an at-will basis. He will be paid a base salary of $400,000, less applicable tax withholdings and subject to review and adjustment based upon the Company’s normal performance review practices, and he will be eligible for a discretionary bonus targeted at 50% of his base salary. Mr. Foley will also receive a one-time signing bonus of $75,000, less applicable tax withholding, to be paid in the Company’s first payroll period following the Start Date. In the event Mr. Foley voluntarily resigns from the Company (other than for Good Reason (as defined in the Employment Agreement) or is terminated for Cause (as defined in the Employment Agreement), in either event, prior to October 30, 2024, then Mr. Foley will be required to repay to the Company a prorated portion of his signing bonus, based upon the number of months remaining in the period measured from the Start Date through October 30, 2024. Additionally, the Company may, in its discretion, grant additional discretionary bonus amounts to Mr. Foley from time to time. The Employment Agreement provides that Mr. Foley is eligible to participate in the benefits programs generally available to employees of the Company on the same terms as other similarly-situated employees.

The Employment Agreement also provides that at the first meeting of the Compensation and Workforce Committee (the “Compensation Committee”) of the Board after the Start Date, the Company will recommend that the Compensation Committee grant Mr. Foley (i) an award of restricted stock units of the Company (“RSUs”) covering 150,000 shares of the Company’s common stock (the “RSU Grant”) pursuant to a Company equity incentive plan and an award agreement. Additionally, the Employment Agreement provides that at the first meeting of the Compensation Committee after the Start Date, the Company will recommend that the Compensation Committee grant Mr. Foley an award of performance-based RSUs covering 224,493 shares of the Company’s common stock (the “PSU Grant”) pursuant to a Company equity incentive plan and an award agreement. Further, the Company will recommend that (x) the RSU Grant vest in approximately equal quarterly installments over 16 quarters, with vesting beginning on the 15th day of the third month after the Start Date; and (y) the PSU Grant be subject to substantially the same terms and conditions (other than the number of shares subject to the award), including vesting conditions as performance-based equity awards granted in 2023 to other non-CEO executives of the Company. Vesting of the RSU Grant is subject to Mr. Foley’s continued service with the Company through each vesting date.


Mr. Foley will be eligible to receive additional equity awards pursuant to plans or arrangements the Company may have in effect from time to time determined in the discretion of the Board or the Compensation Committee.

Under the Employment Agreement, if the Company terminates Mr. Foley’s employment for a reason other than Cause (as defined in the Employment Agreement), or he resigns from his employment for Good Reason (as defined in the Employment Agreement), then, in addition to earned but unpaid amounts, subject to Mr. Foley’s signing a release of claims agreement with the Company and his continued compliance with the terms of the Employment Agreement and a confidential information agreement entered into with the Company, he will receive as severance: (i) continuing payments of his base salary as in effect on the date of the termination during the period beginning with his termination through the six-month anniversary of his termination, plus an additional two months for each year of service at the Company at the time of the termination, capped at twelve months in total (the “Severance Period”); (ii) if such termination occurs before a Change in Control (as defined in the Employment Agreement), the immediate vesting of each of his then-outstanding equity awards as to the number of shares of the Company’s common stock subject to each equity award that otherwise would have vested had he remained an employee of the Company through the 12-month anniversary of his termination date; or, if such termination occurs upon or after a Change in Control, the immediate vesting as to 100% of each of his outstanding equity awards that both are outstanding as of the employment termination date and were granted at least 90 days before the applicable Change in Control; and (iii) reimbursement or direct payment, as determined by the Company, of certain continuing health care benefits for up to 12 months following his termination.

If Mr. Foley’s employment with the Company terminates due to his death or Disability (as defined in the Employment Agreement), then, in addition to earned but unpaid amounts, subject to Mr. Foley (or his estate’s) signing a release of claims agreement with the Company and his continued compliance with the Employment Agreement and a confidential information agreement entered into with the Company, each of his then-outstanding equity awards will immediately vest and he (or his estate) will receive certain continuing health care benefits during the Severance Period.

If a Change in Control occurs while Mr. Foley remains an employee of the Company, if he remains employed with the Company (or any successor or subsidiary thereof) as of the first day following the 12-month anniversary of the Change in Control, then 100% of any of Mr. Foley’s equity awards that both are outstanding as of such date and were granted to him at least 90 days before the Change in Control will vest at such time.

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

Item 7.01 Regulation FD Disclosure.

On September 26, 2023, the Company issued a press release announcing the appointment of Mr. Foley. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information in this Item 7.01 and in Item 9.01 of this Current Report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits



SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


 Date:  September 26, 2023
 
 
 TRUECAR, INC.
  
By:/s/ Jeff Swart
 Jeff Swart
 EVP, General Counsel & Secretary


Exhibit 99.1
TrueCar Announces New Leadership Appointments

SANTA MONICA, Calif., Sept. 26, 2023 – TrueCar, Inc., (NASDAQ:TRUE), the easiest, most efficient and transparent online destination for buying and selling new and used vehicles, today announced new leadership appointments and role changes. Oliver Foley is joining TrueCar as Chief Financial Officer, replacing Teresa Luong. Jay Ku will be shifting roles from Chief Commerce Officer which he took on in February 2023, to Chief Revenue Officer. Lisa Hess is promoted to Head of Sales.

Foley will start at TrueCar on October 30 and will be responsible for the company’s financial strategy, accounting operations, corporate finance, tax compliance and investor relations. He will report to Jantoon Reigersman, President and CEO. Foley has spent over 10 years in senior corporate finance and strategy roles across several high-growth consumer brands. He will be joining TrueCar from Flexcar, LLC, a leading vehicle-subscription business in the U.S. where he led the Finance and Accounting, Risk and Analytics teams responsible for shaping the company’s long-term business strategy and growth objectives.

As Chief Revenue Officer, Ku will oversee Dealer Sales and Retention, Wholesale, Affinity Network, and OEM Solutions, in addition to existing oversight of marketing and communications. He will continue to report to Reigersman.

As Head of Sales, Hess will lead TrueCar’s field sales team for both franchise and independent dealers as well as the supporting sales functions. Hess was previously Vice President of Major Accounts at TrueCar. Prior to joining TrueCar she was the General Manager of several high-profile dealerships in the Seattle area. She has nearly 30 years of automotive industry experience, many in dealer leadership positions. Hess will report to Ku.

"We’re thrilled to welcome Oliver to the TrueCar team as we build an organization that will continue to deliver deliberate, innovative, and exciting products for both consumers and dealers. We are also excited to promote Lisa, who has been pivotal to the success and growth of our dealer partner network. Jay’s new role will be principally dedicated to TrueCar’s tremendous revenue growth opportunity," said Reigersman.

###

Forward-Looking Statements

This press release contains forward-looking statements. All statements contained in this press release other than statements of historical fact are forward-looking statements, including statements regarding the impact of our leadership changes, future products, achievement of growth and profitability targets and our business and financial strategies. These forward-looking statements are subject to a number of risks, uncertainties and assumptions that may prove incorrect, any of which could cause our results to differ materially from those expressed or implied by such forward-looking statements, and include, among others, those risks and uncertainties described under the heading "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2022 filed with the Securities and Exchange Commission, or SEC, and our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2023 and June 30, 2023 filed with the SEC. Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can management assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. All forward-looking statements in this press release are based on information available to our management as of the date of this press release and, except as required by


law, management assumes no obligation to update those forward-looking statements, which speak only as of their respective dates.

About TrueCar
TrueCar is a leading automotive digital marketplace that lets auto buyers and sellers connect to our nationwide network of Certified Dealers. With access to an expansive inventory provided by our Certified Dealers, we are building the industry's most personalized and efficient auto shopping experience as we seek to bring more of the process online. Consumers who visit our marketplace will find a suite of vehicle discovery tools, price ratings and market context on new, used and Certified Pre-Owned vehicles. When they are ready, shoppers in TrueCar's marketplace can connect with a Certified Dealer in our network, who shares our belief that truth, transparency and fairness are the foundation of a great auto shopping experience. As part of our marketplace, TrueCar powers auto-buying programs for over 250 leading brands, including AARP, Sam's Club, Navy Federal Credit Union and American Express.
For more information, please visit www.truecar.com, and follow us on LinkedIn, Facebook or Twitter.

TrueCar Contact:
Sara Morgan
Senior Public Relations Manager
smorgan@truecar.com
760-880-4318

v3.23.3
Cover
Sep. 23, 2023
Cover [Abstract]  
Document Type 8-K
Document Period End Date Sep. 23, 2023
Entity Registrant Name TrueCar, Inc.
Entity Incorporation, State or Country Code DE
Entity File Number 001-36449
Entity Tax Identification Number 04-3807511
Entity Address, Address Line One 1401 Ocean Ave
Entity Address, Address Line Two Suite 200
Entity Address, City or Town Santa Monica
Entity Address, State or Province CA
Entity Address, Postal Zip Code 90401
City Area Code 800
Local Phone Number 200-2000
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, par value $0.0001 per share
Trading Symbol TRUE
Security Exchange Name NASDAQ
Entity Emerging Growth Company false
Entity Central Index Key 0001327318
Amendment Flag false
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