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Diego Rodriguez

Director at TrueCarTrueCar
Board

About Diego Rodriguez

Diego A. Rodriguez (age 55) joined TrueCar’s board in May 2024 as an independent director. He is former EVP, Chief Product & Design Officer at Intuit (2017–2021) and previously a Senior Partner and Global Managing Director at IDEO (2004–2017). He serves on the board of LendingTree (chairs the Technology & Product Advisory Committee; member, Transactions Committee) and formerly served on EngageSmart’s board; education includes BA/BS from Stanford and an MBA from Harvard Business School .

Past Roles

OrganizationRoleTenureCommittees/Impact
Intuit Inc.EVP, Chief Product & Design OfficerNov 2017 – Jan 2021Led product management and design at a scaled fintech; executive leadership credentials .
IDEOSenior Partner; Global Managing DirectorDec 2004 – Nov 2017Built product development and design capabilities; deep innovation expertise .

External Roles

OrganizationRoleTenureCommittees/Impact
LendingTree, Inc. (NASDAQ: TREE)DirectorApr 2022 – presentChairs Technology & Product Advisory Committee; member, Transactions Committee .
EngageSmart, Inc.DirectorJan 2022 – Jan 2024SaaS governance experience .
Harvard UniversityBoard of OverseersMay 2018 – May 2020Academic governance; strategic oversight .

Board Governance

  • Classification and term: Class I director; term expires at the 2027 annual meeting .
  • Independence: Board determined Rodriguez is independent under SEC and Nasdaq standards and a non-employee director under Rule 16b-3 .
  • Committee assignments at TRUE:
    • Compensation & Workforce Committee (member; chair is Faye Iosotaluno) .
    • Nominating & Corporate Governance Committee (member; chair is Robert Buce) .
    • Not on Audit Committee (members are Carbone, Iosotaluno, Buce; Harrington slated post-Buce retirement) .
  • Attendance and engagement: Board held 10 meetings in 2024, and each director attended at least 75% of Board and committee meetings; all directors at the 2024 annual meeting attended except Harrington (implies Rodriguez attended) .
  • Skills matrix signals: Digital marketplace, product development & information security, M&A/corporate development, digital & brand marketing, executive leadership, and public company governance/risk management .
  • Related-party oversight: Audit Committee reviews related-party transactions and whistleblower matters .

Fixed Compensation

ComponentAmountNotes
Cash fees (2024)$41,008Fees earned/paid in cash in 2024 (reflects partial year after May 2024 appointment) .
Annual Board retainer (policy)$55,000Outside Director Compensation Policy cash retainer .
Committee chair/member fees (policy)$15,000 chair / $7,500 member (Comp); $10,000 chair / $5,000 member (Nominating); $20,000 chair / $10,000 member (Audit)Payable quarterly; Rodriguez served as member (Comp, Nominating) in 2024 .

Performance Compensation

Equity Award TypeGrant DateNumber/ValueVestingPerformance Metrics
Initial RSU AwardMay 2024$299,998 grant-date fair valueVests in ~3 equal annual installments from the 15th of the start month; certain vest acceleration aligned to annual meeting timing .None; Outside Directors receive time-vested RSUs (no PSU metrics for directors) .
Annual RSU Award (policy)Each annual meeting$150,000 grant-date fair value if served ≥6 monthsVests on ~12-month anniversary or prior to next annual meeting .None; time-vested RSUs for directors .

Other Directorships & Interlocks

CompanySector Overlap with TRUEPotential Interlock/Conflict Notes
LendingTree, Inc.Online lending marketplace; adjacent to consumer auto financingNo related-party transactions disclosed in reviewed sections; independence affirmed by TRUE’s Board .
EngageSmart, Inc. (former)SaaS; payments/engagementFormer role; no ongoing interlock .

Expertise & Qualifications

  • Product and design leadership at Intuit; senior innovation leader at IDEO, indicating depth in user-centric product development, cybersecurity considerations, and digital experience scaling .
  • Board skills flagged in TRUE’s matrix: digital marketplace; product development & information security; M&A/corporate development; digital & brand marketing; executive leadership; governance & risk management .
  • Education: BA in Values, Technology Science & Society and BS in Mechanical Engineering (Stanford); MBA (Harvard) .

Equity Ownership

MetricAmountNotes
Beneficial ownership (Feb 28, 2025)0 sharesListed as less than 1% of outstanding shares .
Unvested RSUs (Dec 31, 2024)102,739 unitsOutstanding stock awards (unvested) .
OptionsNoneNo options outstanding .
Hedging/PledgingProhibitedInsider trading policy prohibits hedging and pledging by directors .

Governance Assessment

  • Positives: Independent status, active service on Compensation and Nominating committees, and skills aligned to TRUE’s digital marketplace strategy and cybersecurity/product risk oversight .
  • Director pay alignment: Equity-centric model (initial $300k RSU; annual $150k RSU) plus modest cash retainer/committee fees; no options/pricing concerns; no tax gross-ups; no option repricing without shareholder approval—consistent with investor-friendly practices .
  • Engagement: Compensation Committee Report signed by Rodriguez alongside Chair and member—indicates direct involvement in executive pay oversight and disclosure .
  • Attendance signal: Board and committee attendance ≥75%; Rodriguez attended 2024 annual meeting (only Harrington did not), supporting reliability of board engagement .
  • Potential red flags: Low direct share ownership (0 beneficial shares as of Feb 28, 2025), though meaningful unvested RSUs provide alignment; monitor future accumulation versus any director ownership guidelines if applicable .
  • Conflicts/related-party: No specific related-party transactions involving Rodriguez found in reviewed proxy sections; Audit Committee has explicit oversight of such transactions; continue monitoring LendingTree overlap for any marketplace or financing partnerships that could create perceived conflicts .
  • Shareholder sentiment: High say-on-pay support (98% in 2024) reflects broad confidence in compensation governance overseen by the Compensation Committee (including Rodriguez) .