Faye Iosotaluno
TrueCarAbout Faye M. Iosotaluno
Faye M. Iosotaluno, age 45, has served as an independent director of TrueCar since October 2021; she is currently CEO of Tinder (a Match Group portfolio company), and previously held senior strategy and operating roles at Match Group and SoundCloud. She holds a B.A. in English and a B.S. in Economics (Wharton) from the University of Pennsylvania and an MBA from Harvard Business School .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Tinder (Match Group) | Chief Executive Officer | Jan 2024–present | Leads large-scale digital marketplace operations and brand; relevant to TrueCar’s digital platform oversight . |
| Tinder (Match Group) | Chief Operating Officer | Feb 2022–Jan 2024 | End-to-end operations leadership in consumer internet . |
| Match Group | Chief Strategy Officer | Feb 2020–Aug 2022 | Corporate strategy, M&A transactions, new initiatives . |
| Match Group | SVP, New Business Initiatives | Oct 2017–Feb 2020 | Built and scaled new digital products/segments . |
| SoundCloud Ltd. | VP, Strategy & Business Development | Oct 2014–Oct 2017 | Platform strategy, partnerships; private European tech company . |
| Media companies (prior) | Product development, M&A leadership, strategy | Pre-2014 | Digital product and transaction experience . |
External Roles
| Organization | Role | Tenure | Public/Private | Committees |
|---|---|---|---|---|
| Tinder (Match Group) | Chief Executive Officer | Jan 2024–present | Public parent (Match Group) | N/A . |
| Other public company boards | None disclosed | — | — | — (no TrueCar disclosure) . |
Board Governance
- Committee assignments: Audit Committee member; Compensation & Workforce Committee chair; Nominating & Corporate Governance membership not listed for Iosotaluno .
- Independence: Board determined Iosotaluno is independent under SEC/Nasdaq rules and a non‑employee director under Rule 16b‑3 .
- Attendance/engagement: Board held 10 meetings in 2024; each director attended at least 75% of Board and committee meetings during service; Audit Committee held 5 meetings; Compensation Committee held 6 meetings .
- Audit Committee Report signatory: Audit Committee report signed by Chair Barbara Carbone, Robert Buce, and Faye Iosotaluno, indicating active participation .
- Term and election: Nominated and elected at the May 22, 2025 annual meeting to serve until 2028; votes cast For 49,679,025, Withheld 6,943,764 (≈87.7% support, excluding broker non‑votes) .
| Committee | Role | 2024 Meetings | Independence Status |
|---|---|---|---|
| Audit Committee | Member | 5 | Independent |
| Compensation & Workforce | Chair | 6 | Independent |
Fixed Compensation
| Component (2024) | Amount (USD) | Notes |
|---|---|---|
| Board annual retainer | $55,000 | Paid quarterly . |
| Compensation Committee chair fee | $15,000 | Paid quarterly . |
| Audit Committee member fee | $10,000 | Paid quarterly . |
| Total cash fees earned | $80,000 | Per Non‑Employee Director Compensation table . |
Performance Compensation
| Equity Element | Grant-Date Value (USD) | Vesting | Outstanding at 12/31/2024 | Change-in-Control Treatment |
|---|---|---|---|---|
| Annual RSU award (2024) | $149,998 | Vests on last day of month including 12‑month anniversary; if scheduled on/after following annual meeting, vests day before that meeting . | ||
| Initial RSU award (for first appointment) | $300,000 | Three approximately equal annual installments over 3 years from mid-month of service commencement (special annual‑meeting catch‑up) . | ||
| Unvested RSUs | — | — | 51,369 units . | |
| Options | — | — | None . | |
| CIC acceleration | — | — | RSUs/Options fully vest; PSUs deemed achieved at 100% target if service terminated on/after a change in control other than voluntary resignation . |
Performance metrics: None disclosed for non‑employee director RSU awards; director equity is time‑based (no quantitative metrics tied to revenue, EBITDA, TSR, etc.) .
Other Directorships & Interlocks
| Company | Role/Connection | Interlock/Conflict Assessment |
|---|---|---|
| Match Group/Tinder | Executive role (CEO) | No business relationship with TrueCar disclosed; Board determined independence; no Item 404 related‑party transactions requiring disclosure . |
| Competitors/suppliers/customers | None disclosed | No interlocks or related party dealings identified in filings . |
Expertise & Qualifications
- Executive leadership, digital marketplace, M&A/corporate development, and digital/brand marketing listed as top skills for Iosotaluno in the Board’s skills matrix .
- Educational credentials: BA (English), BS (Economics/Wharton), MBA (Harvard) .
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Shares beneficially owned | 186,311 | Held of record by Ms. Iosotaluno . |
| Shares outstanding (denominator) | 87,287,877 | As of Feb 28, 2025 . |
| Ownership % of shares outstanding | ≈0.21% | Computed: 186,311 / 87,287,877; table shows “*” (<1%) in proxy . |
| Unvested RSUs (director stock awards) | 51,369 | Outstanding at 12/31/2024 . |
| Options (exercisable/unexercisable) | None | No outstanding options . |
| Pledging/hedging | Not disclosed | No pledging or hedging disclosures identified; Item 404 related‑party transactions not present . |
| Ownership guidelines | Committee oversees guidelines | Specific director guideline multiples not disclosed; oversight by Compensation Committee . |
Compensation Structure Analysis
- Mix/cadence: Standardized non‑employee director program—$55k cash retainer plus committee chair/member retainers and an annual $150k RSU; 2024 cash total for Iosotaluno matches fees for Comp chair and Audit member, confirming role‑linked cash alignment .
- Consultant oversight: Compensation Committee uses Semler Brossy (independent consultant) for peer alignment of director pay; supports market‑reasonable compensation and governance process .
- CIC terms: Full acceleration of director equity upon qualifying post‑CIC termination (time‑based RSUs), which is common but can reduce retention alignment in a transaction scenario .
Say‑on‑Pay & Shareholder Feedback
| Vote (May 22, 2025) | For | Against | Abstain | Broker Non‑Votes | Outcome |
|---|---|---|---|---|---|
| Elect Faye M. Iosotaluno (Class II) | 49,679,025 | 6,943,764 | — | 12,110,312 | Elected; ≈87.7% support of votes cast . |
| Ratify PwC (FY2025) | 68,380,028 | 225,774 | 127,299 | 0 | Approved . |
| Advisory Say‑on‑Pay | 46,563,197 | 9,852,814 | 206,778 | 12,110,312 | Approved; ≈82.4% support of votes cast . |
Related‑Party Transactions and Conflicts
- Item 404 check: Company represents that neither TrueCar nor its subsidiaries is party to any Item 404 related‑party contract not disclosed; no director‑related transactions requiring disclosure identified—reduces conflict risk for Iosotaluno .
- Independence confirmation: Board determined Iosotaluno independent; beneficial ownership alone does not impair independence .
Compensation Committee Analysis
- Composition: Carbone, Iosotaluno (Chair), Rodriguez; independent under Nasdaq/SEC; six meetings in 2024 .
- Consultant: Semler Brossy engaged; provides competitive data; committee oversees executive and director compensation, ownership guidelines and clawback policy .
Governance Assessment
- Strengths: Independent status; chairs Compensation Committee and serves on Audit; active meeting cadence (Audit: 5; Comp: 6); strong digital marketplace and M&A skill set aligned with TrueCar’s strategy .
- Alignment: Director pay program ties significant portion to equity ($149,998 RSU in 2024) and role-linked cash fees; beneficial ownership and unvested RSUs suggest reasonable “skin in the game” .
- Shareholder support: Strong re‑election support (~87.7%) and solid say‑on‑pay approval (~82.4%), indicating investor confidence in governance and pay practices .
- RED FLAGS: None disclosed regarding related‑party transactions, pledging, or low attendance; note that CIC equity acceleration is standard but can be viewed as a potential misalignment under certain transaction scenarios .