Brendan Harrington
TrueCarAbout Brendan L. Harrington
Independent director (Class III) at TrueCar since October 2022; age 54 as of March 31, 2025 . Current role: President of Autobahn Fort Worth (luxury auto dealer group) since January 2023; prior senior operating roles across dealership groups and OEM product functions, with degrees from Georgetown (B.A.) and Stanford (M.A.) . The Board has determined he is independent under SEC/Nasdaq standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Penske Motor Group | Chief Operating Officer | Nov 2018 – Nov 2020 | Senior operating leadership across multi-state dealerships |
| Longo Toyota & Scion (Penske Motor Group) | President & General Manager | Beginning in 2003; specific end date not disclosed | Led operations at one of the largest U.S. dealerships |
| Mercedes-Benz USA | Product-related roles | Dates not disclosed | Product and market experience |
| Nissan North America | Product-related roles | Dates not disclosed | Product and market experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Autobahn Fort Worth (luxury dealer group) | President | Jan 2023 – present | Dealer operations; potential strategic insight into retail channel |
| Capistrano Valley Toyota | General Manager | May 2021 – Jan 2023 | Dealership management |
| Various automotive companies | Advisor on digital product development | Dates not disclosed | Digital product strategy advisory |
Board Governance
- Class III director; term expires at the 2026 annual meeting .
- Committee assignments: Member, Nominating & Corporate Governance Committee (Buce, Harrington, Rodriguez; chair: Buce) . Appointed to join the Audit Committee following Buce’s retirement at the 2025 Annual Meeting (current audit members: Carbone (chair), Iosotaluno, Buce) .
- Independence: Board determined Harrington is independent under SEC and Nasdaq rules .
- Attendance and engagement: In 2024, the Board met 10 times; each director attended at least 75% of Board and committee meetings during their service. All directors at the time attended the 2024 annual stockholder meeting except Harrington (missed) .
Fixed Compensation (Director)
| Year | Cash Fees ($) | Notes |
|---|---|---|
| 2024 | 60,000 | Annual Board retainer $55,000 plus committee member fees (e.g., Nominating member $5,000) per policy |
Policy reference (Outside Director Compensation Policy):
- Annual Board retainer: $55,000; additional $25,000 for Chair/Lead Independent (Harrington is not Chair) .
- Committee fees per year: Audit chair $20,000/member $10,000; Compensation chair $15,000/member $7,500; Nominating chair $10,000/member $5,000 .
- Paid quarterly; directors also receive equity awards under the 2023 Plan .
Performance Compensation (Director)
| Year | Stock Awards ($) | Instrument | Vesting Schedule |
|---|---|---|---|
| 2024 | 149,998 | RSUs | Annual Award ($150k grant-date fair value) vests on the 12-month anniversary of grant, accelerated to day before next annual meeting if vest would fall after that date |
| Initial Appointment (Oct 2022) | 300,000 grant-date fair value (policy) | RSUs | Initial RSUs vest in ~three equal annual installments from the 15th day of the month service commenced; later tranches accelerate to day before third/fourth annual meeting as specified |
Additional policy terms:
- Change-in-control: If service terminates on/after a change in control (other than voluntary resignation), RSUs vest fully; annual limit $750,000 grant-date fair value ($1,500,000 for initial grants) .
- Awards granted under the 2023 Plan; policy reviewed with independent consultant Semler Brossy .
Directors at TrueCar do not receive performance-linked equity (e.g., PSUs) or options as part of standard director compensation; Harrington’s equity is time-vested RSUs .
Other Directorships & Interlocks
- Public company boards: None disclosed for Harrington .
- Committee interlocks: Company discloses no compensation committee interlocks or insider participation; Harrington is not on the compensation committee .
Expertise & Qualifications
- Skills highlighted by the Board: Executive leadership; automotive industry; product development & information security; digital & brand marketing; public company governance & risk management .
- Education: B.A., Georgetown University; M.A., Stanford University .
Equity Ownership
| Holder | Beneficial Shares | % Outstanding | Unvested RSUs Outstanding | Options Outstanding |
|---|---|---|---|---|
| Brendan L. Harrington | 214,394 | <1% (asterisk) | 118,483 | None |
- Hedging/pledging: Insider Trading Policy prohibits hedging, pledging, and short sales for directors/officers/employees; regular blackout periods and preclearance required .
- Related-party transactions oversight: Audit Committee reviews/approves “related-party transactions” above $120,000; related persons include directors and ≥5% owners . No related-party transactions disclosed involving Harrington or Autobahn Fort Worth .
Governance Assessment
- Board effectiveness: Harrington brings deep operating experience from dealership leadership and OEM product functions, aligning with TrueCar’s dealer-centric marketplace strategy; his skills matrix underscores value in automotive, product, and digital marketing domains .
- Independence and conflicts: Despite current employment as a dealer group president (Autobahn Fort Worth), the Board affirmed his independence under SEC/Nasdaq standards—an important deterrent to conflict concerns; audit committee oversight and formal related-party transaction policy are in place .
- Engagement: He met minimum attendance thresholds but missed the 2024 annual stockholder meeting, a modest engagement blemish; continued monitoring of meeting participation is warranted .
- Alignment: Director pay is primarily equity via time-vested RSUs plus modest cash retainer/committee fees, creating ongoing alignment without risk-incentivizing structures; no options outstanding .
Red flags to monitor
- Missed 2024 annual stockholder meeting (one-off, but notable for investor engagement) .
- Potential perceived conflicts given concurrent dealer executive role (Autobahn Fort Worth) in TrueCar’s core ecosystem; mitigants include independence determination and committee-level related-party oversight; no transactions disclosed .
Investor-confidence signals
- Independent status; anticipated move onto Audit Committee strengthens financial oversight .
- Strong say-on-pay support (98% in 2024) reflects broader governance approval, albeit focused on executive pay rather than director oversight .
Appendices
Board Committee Meetings (2024)
| Committee | Meetings Held |
|---|---|
| Audit | 5 |
| Compensation & Workforce | 6 |
| Nominating & Corporate Governance | 6 |
Director Compensation (2024) – Company Summary
| Director | Cash Fees ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Brendan L. Harrington | 60,000 | 149,998 | 209,998 |
Say-on-Pay (FY2024)
| Item | Result |
|---|---|
| Advisory vote approval | ~98% support |