Jantoon Reigersman
TrueCarAbout Jantoon Reigersman
Jantoon E. Reigersman, 43, is President & CEO of TrueCar and a director (CEO since June 2023; director since July 2023). He previously served as TrueCar’s COO (Mar 2022–Jun 2023) and CFO (Jan 2021–Feb 2023); prior roles include CFO of Leaf Group (2017–2020), CFO of Ogin, associate at Goldman Sachs’ Special Situations Group, and analyst at Morgan Stanley. He holds M.S./B.S. in International Business Administration (Erasmus University), a Masters in International Management (HEC Paris), and completed Harvard Business School’s General Management Program .
Under his leadership in 2024, TrueCar delivered revenue of $175.6M (+10.6% YoY), narrowed net loss to $(31.0)M, and returned to positive Adjusted EBITDA of $1.6M; however, TSR (SEC “$100” method) stood at $78.53 in 2024 versus $158.48 for the peer index .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| TrueCar, Inc. | President & CEO; Director | CEO since Jun 2023; Director since Jul 2023 | Led revenue growth, positive adj. EBITDA in 2024; launched TrueCar+ pilot |
| TrueCar, Inc. | Chief Operating Officer | Mar 2022 – Jun 2023 | Oversaw operations during platform evolution |
| TrueCar, Inc. | Chief Financial Officer | Jan 2021 – Feb 2023 | Financial leadership through restructuring and product shift |
| Leaf Group, Ltd. | Chief Financial Officer | Dec 2017 – May 2020 | Managed diversified internet/media portfolio finances |
| Ogin, Inc. | Chief Financial Officer | Jan 2014 – 2017 | Finance leadership in clean technology |
| Goldman Sachs | Associate, Special Situations Group | Prior to 2014 | Structured capital and special situations investing |
| Morgan Stanley | Analyst | Prior to 2014 | Investment banking/analysis foundation |
External Roles
- No other public company directorships disclosed .
Fixed Compensation
| Item | 2023 | 2024 |
|---|---|---|
| Base Salary | $471,402 | $500,000 |
| Target Bonus (% of base) | 100% | 100% |
| Actual Annual Cash Bonus | $386,000 (2023 payout) | $304,000 (60.8% of target) |
Notes: TrueCar made no increases to target cash (base or target bonus) for executives in 2024; CEO target stayed at 100% of salary .
Performance Compensation
Annual cash incentive design (2024) and outcome:
- Structure: Two halves (H1, H2) weighted 50%/50%, each with a revenue and adjusted EBITDA matrix; full-year payout capped at 80% .
- Results: H1 revenue $82.9M and adj. EBITDA $1.69M → 54% payout; H2 revenue $93.0M and adj. EBITDA $1.33M (certain legal fees excluded) → 67.2%; full-year payout 60.8% .
| Component | Metric | Weight | Target | Actual | Payout |
|---|---|---|---|---|---|
| H1 2024 | Revenue | 50% | $89.8M | $82.9M | 54% (half-year result) |
| H1 2024 | Adj. EBITDA (excl. exec bonus) | 50% | $1.1M | $1.69M | 54% (half-year result) |
| H2 2024 | Revenue | 50% | $98.1M | $93.0M | 67.2% (half-year result) |
| H2 2024 | Adj. EBITDA (as defined) | 50% | $1.1M | $1.33M | 67.2% (half-year result) |
| Full Year 2024 | Weighted outcome | 100% | — | — | 60.8% of target |
Long-term equity (2024 grants and vesting mechanics):
- Mix: 60% PSUs (relative stock-price CAGR vs Russell 2000 total return index), 40% RSUs .
- CEO 2024 grants: 555,789 PSUs; 370,526 RSUs .
- PSU payout curve: 0–175% based on 3-year relative CAGR; capped at 100% if absolute CAGR negative; performance period Mar 15, 2024–Mar 14, 2027 .
- RSU vesting: 1/16th on Jun 15, 2024; quarterly thereafter (time-based) .
| Equity Award | Grant Date | Quantity | Vesting / Performance |
|---|---|---|---|
| PSUs (CAGR vs Russell 2000) | Mar 1, 2024 | 555,789 | 3-year period to Mar 14, 2027; 0–175% payout; cap at 100% if absolute CAGR negative |
| RSUs | Mar 1, 2024 | 370,526 | 1/16th Jun 15, 2024; quarterly thereafter |
Historical PSU vesting note: 2021 PSU tranche vested at 80% of target (CAGR underperformed Index) on Mar 21, 2024 .
Equity Ownership & Alignment
| Ownership Detail (as of Feb 28, 2025 unless noted) | Amount |
|---|---|
| Total Beneficial Ownership (shares) | 1,094,599 |
| Ownership % of Shares Outstanding | 1.2% |
| Directly Held | 597,917 |
| Options Exercisable within 60 days | 272,482 |
| RSUs/PSUs Vesting within 60 days | 224,200 |
| Hedging/Pledging | Prohibited by insider trading policy |
| CEO Stock Ownership Guideline | 6x base salary |
| Compliance Status (as of Mar 31, 2025) | In compliance; meets guideline without phase-in |
Vesting schedules (selected outstanding awards): 2024 RSUs vest in 13 quarterly installments beginning Mar 15, 2025; 2024 PSUs performance period through Mar 14, 2027 .
Insider selling pressure: During the pending go-private merger (announced Oct 15, 2025), management signed voting and support agreements restricting transfers during the support period; unvested RSUs convert to cash-based awards vesting on the original schedule; vested RSUs and qualifying PSUs are paid in cash at $2.55 per share at closing, reducing post-close selling pressure in public markets .
Employment Terms
| Scenario | Cash | Equity Treatment | Benefits | Notes |
|---|---|---|---|---|
| Termination without Cause / Resignation for Good Reason (pre-CoC) | 12 months base + full target bonus (lump sum) | Vesting acceleration equal to 12 months of scheduled vesting (PSUs per award terms) | Up to 12 months COBRA or cash-in-lieu (gross-up for taxes on COBRA cash) | 280G cutback applies |
| Death/Disability | Immediate vesting of 100% outstanding equity (PSUs after CoC per terms) | See left | Up to 12 months COBRA (unless unlawful) | — |
| CoC + Qualifying Termination | 24 months base + 200% target bonus (lump sum) | 100% vesting of equity granted ≥60 days pre‑CoC (PSUs per award terms) | Up to 18 months COBRA or cash-in-lieu (with tax gross-up on COBRA cash) | 280G cutback applies |
| CoC; still employed 12 months after close | — | 100% vesting of then-outstanding equity granted ≥60 days pre‑CoC (PSUs per award terms) | — | — |
Clawbacks: Nasdaq 10D-1 policy effective Oct 2, 2023 applies to incentive-based pay; a pre-2023 clawback policy also applies to misconduct-caused restatements . Hedging/pledging prohibited . No tax gross-ups on golden parachute benefits (other than the COBRA cash gross-up noted) .
Board Governance
- Roles: CEO and director; not Chair. Chair is independent director Barbara A. Carbone; board leadership structure purposefully separates Chair and CEO .
- Committees (independent membership):
- Audit: Carbone (Chair), Iosotaluno, Buce (Harrington to join post‑Buce retirement) .
- Compensation & Workforce: Iosotaluno (Chair), Carbone, Rodriguez .
- Nominating & Corporate Governance: Buce (Chair), Harrington, Rodriguez .
- Independence: 5 of 6 directors independent under Nasdaq; Reigersman is the sole management director .
- Board meetings: 10 meetings in 2024; each director attended ≥75% of meetings/committees served .
Dual-role implications: CEO also serves as a director, but an independent Chair, fully independent committees, and separation of roles mitigate independence and oversight concerns .
Director pay: Employee‑directors (including the CEO) receive no extra compensation for board service .
Compensation Structure Analysis
- Mix shift and at‑risk design: ~99% of CEO target pay in 2024 tied to performance/equity; continued use of multi‑year PSUs tied to relative stock performance .
- No 2024 increases to target cash compensation; disciplined approach amid turnaround .
- Annual bonus outcome below target (60.8%), consistent with moderated revenue and profitability versus internal targets .
- Governance safeguards: no single-trigger acceleration, no option repricings/exchanges without shareholder approval, no hedging/pledging, no tax gross-ups on severance/CoC .
- Independent benchmarking: Semler Brossy advises the compensation committee; 2024 peer group of 19 tech/marketplace peers aligned on size/industry .
Peer group snapshot (2024): includes Cars.com, TechTarget, Eventbrite, eHealth, Veritone, Travelzoo, 1stdibs.com, EverQuote, among others; median revenue ~$205M and market cap ~$209M at selection .
Say‑on‑pay: 98% approval in 2024; ongoing shareholder engagement cited .
Performance & Track Record
- 2024 results: Units 355,900 (+11.7% YoY); revenue $175.6M (+10.6% YoY); net loss $(31.0)M (vs. $(49.8)M); Adjusted EBITDA $1.6M (vs. $(13.7)M). Marketing Solutions launched; TrueCar+ pilot launched and expanding .
- Pay vs performance: SEC CAP/TSR table shows 2024 TSR value of $78.53 (company) vs $158.48 (peer index), reflecting share underperformance versus the RDG Internet Composite; CAP tracked equity fair value movements .
- PSU performance: 2021-2024 performance period yielded 80% vesting, evidencing below-index TSR over that span .
Employment & Contracts (Retention Risk)
- Start dates/tenure: CFO (Jan 2021–Feb 2023), COO (Mar 2022–Jun 2023), CEO (since Jun 2023) .
- Employment agreement (Jul 27, 2023) provides competitive severance and CoC protections (above); 409A and 280G compliant; double-trigger equity vesting in CoC scenarios (PSUs per award) .
- Non-compete/non-solicit: not specifically disclosed in proxy summaries; clawbacks and ownership guidelines provide alignment .
Transaction Context (2025 Go‑Private)
- On Oct 14–15, 2025, TrueCar agreed to be acquired by founder‑led Fair Holdings at $2.55 per share, subject to shareholder approval, HSR, financing and other conditions. Management and significant holder Caledonia entered voting/support agreements. Equity awards are cashed out or converted to cash-based awards per terms (in‑the‑money options and certain PSUs receive cash; unvested RSUs convert to cash units vesting on prior schedules) .
Risk Indicators & Red Flags
- TSR underperformance vs sector peer index (as reflected in pay-versus-performance) .
- PSU vesting below target for the 2021 series (80%), consistent with relative stock underperformance in that period .
- Transaction execution risk: Go‑shop/financing conditions; parent deposit; termination fees; need for additional equity financing; litigation risk disclosures .
- Offsetting positives: Strong say‑on‑pay (98%), prohibition on hedging/pledging, robust clawbacks, and independent board leadership .
Equity Ownership & Pledging (Detailed)
| Category | Shares/Status |
|---|---|
| Direct ownership | 597,917 shares |
| Options exercisable ≤60 days | 272,482 |
| RSUs/PSUs vesting ≤60 days | 224,200 |
| Total beneficial ownership | 1,094,599 (1.2%) |
| Hedging/pledging | Prohibited by policy |
| Ownership guideline | 6x salary; in compliance (as of 3/31/2025) |
Director Service and Compensation
- Board service on TrueCar since July 2023; as an employee‑director, receives no separate director compensation .
- Committees are comprised solely of independent directors; CEO is not a committee member .
Investment Implications
- Alignment: High equity weighting (60% PSUs with relative stock metric), stringent ownership guidelines, clawbacks, and hedging/pledging bans support shareholder alignment; strong say‑on‑pay (98%) reduces compensation‑related governance risk .
- Retention/overhang: In the pending go‑private, CEO equity will cash out or convert to cash‑based units, reducing public‑market selling pressure; double‑trigger protections and cash‑unit conversions may aid retention through closing and integration .
- Performance trend: 2024 operational improvements (revenue growth, positive adj. EBITDA) are constructive, but TSR and PSU outcomes reflect prior underperformance; execution on product initiatives (TrueCar+, Marketing Solutions) and transaction completion are key near‑term catalysts .
- Governance: Independent Chair/separate CEO roles and fully independent committees mitigate dual‑role concerns; no single‑trigger acceleration, no repricing, and no tax gross‑ups are shareholder‑friendly .