Barbara Carbone
TrueCarAbout Barbara A. Carbone
Barbara A. Carbone, 66, is an independent director and Chair of the Board at TrueCar, Inc., serving since August 2020. She spent 1981–2019 in accounting and auditing roles at KPMG LLP and is recognized for substantial financial and audit expertise; she holds a B.S. in Business Administration (Accountancy) from California State University, Sacramento . Carbone’s core credentials include audit committee leadership at multiple organizations and public company governance and risk oversight .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| KPMG LLP | Accounting and auditing roles | 1981–Sep 2019 | Built deep audit/financial reporting expertise |
| Women’s Business Enterprise National Council | Director; Audit Committee Chair | Sep 1998–Dec 2019 | Led audit oversight at major nonprofit |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Limoneira Company (NASDAQ: LMNR) | Director | Since Nov 2022 | Audit Committee Chair; Compensation Committee member |
| DZS Inc. (NASDAQ: DZSI) | Director | Jan 2021–Mar 2025 | Not specified |
| Bob’s Discount Furniture (private) | Director | Not disclosed | Audit Committee Chair |
Board Governance
| Item | Detail |
|---|---|
| Independence | Determined independent under SEC/Nasdaq standards |
| Board Chair | Serves as independent Chair of the Board |
| Board Class/Term | Class I director; term expires at the 2027 annual meeting |
| Committees | Audit (Chair) ; Compensation & Workforce (Member) ; Not on Nominating |
| Attendance | Board held 10 meetings in 2024; each director attended ≥75% of Board/committee meetings; Carbone attended the 2024 annual meeting |
| Committee Activity | Audit Committee held 5 meetings; Compensation Committee held 6; Nominating Committee held 6 in 2024 |
| Audit Committee Report | Signed by Barbara A. Carbone (Chair), Robert E. Buce, and Faye M. Iosotaluno |
| Board Leadership Structure | Board separates CEO and Chair roles; Carbone is Chair, CEO is not Chair |
Fixed Compensation
| Component (2024) | Amount ($) |
|---|---|
| Annual Board Retainer | 55,000 |
| Additional Retainer – Chair of the Board | 25,000 |
| Audit Committee Chair Fee | 20,000 |
| Compensation Committee Member Fee | 7,500 |
| Total Cash Fees Earned | 107,500 |
Performance Compensation
| Item | Detail |
|---|---|
| Annual RSU Award (Grant-date fair value) | 149,998 |
| Annual RSU Vesting | Time-based; vests on the last day of the month including the 12-month anniversary; if scheduled to vest on/after next annual meeting, vests the day before |
| Change-in-Control Treatment (Outside Directors) | If service terminates on or after a change in control (other than voluntary resignation), RSUs vest fully |
| Options Outstanding (12/31/2024) | None |
Performance metric framework for director equity: Awards are time-based RSUs; proxy does not disclose director-specific performance metrics for vesting .
Other Directorships & Interlocks
| Company | Relationship to TRUE | Exposure |
|---|---|---|
| AutoNation, Inc. (5% holder; Certified Dealer) | Related-party; TRUE received $7,857,294 in 2024 under dealer agreement | Audit Committee (chaired by Carbone) reviews related-party transactions per charter |
| Interlocks with competitors/suppliers/customers | Not disclosed involving Ms. Carbone | Related-party exposure disclosed relates to AutoNation; no Carbone-specific transaction disclosed |
Expertise & Qualifications
- Financial and Audit; Public Company Governance and Risk Management; Human Capital Management and Compensation; M&A/Corporate Development/Investor Relations .
- Audit committee financial expert designation: the Board determined Ms. Carbone qualifies as an audit committee financial expert .
Equity Ownership
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 207,704 shares held of record |
| Ownership % of Shares Outstanding | Less than 1% |
| Unvested RSUs Outstanding (12/31/2024) | 51,369 |
| Options Outstanding | None |
| Hedging/Pledging | Prohibited for directors under insider trading policy and governance practices |
| Ownership Guidelines | Company discloses executive stock ownership guidelines; director-specific guidelines not described |
Governance Assessment
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Strengths: Independent Chair with deep audit credentials; chairs Audit Committee and signs Audit Committee report; clear separation of Chair and CEO; robust insider trading policy (no hedging/pledging); clawback policy adopted consistent with Rule 10D-1; strong say-on-pay support (98% in 2024) indicating shareholder confidence in compensation governance .
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Oversight and engagement: Audit Committee charter covers related-party transaction review; 2024 committee cadence (Audit: 5; Compensation: 6; Nominating: 6) supports active governance; director attendance at least 75% of meetings .
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Potential RED FLAGS and watch items:
- Role concentration: Carbone serves simultaneously as Board Chair and Audit Committee Chair—an uncommon combination that can concentrate oversight power; monitor committee independence dynamics and succession planning .
- Staggered board structure may reduce shareholder influence on board refresh; Class I term to 2027; governance trade-off noted by company .
- Virtual-only annual meetings (since 2016) can limit in-person engagement; ensure robust virtual Q&A and disclosure practices continue .
- Related-party transactions with a 5% holder (AutoNation) are material; reliance on Audit Committee oversight is critical; no Carbone-specific transactions disclosed .
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Shareholder feedback: 2024 say-on-pay approval ~98%; committee utilizes independent consultant and pay-for-performance structures at the executive level (context for overall governance quality) .