Jeffrey Swart
TrueCarAbout Jeffrey J. Swart
Jeffrey J. Swart, 57, serves as Executive Vice President, General Counsel and Corporate Secretary of TrueCar, Inc.; he has held EVP GC & Secretary since July 2017, after serving as SVP GC & Secretary (Jan 2016–Jul 2017) and SVP & Deputy GC (Apr 2014–Dec 2015) . He holds a J.D. from Emory University School of Law and a B.B.A. from Emory’s Goizueta Business School; he previously was a litigation partner at Alston & Bird and clerked for Judge Edward Carnes of the U.S. Court of Appeals for the Eleventh Circuit . Company performance under his tenure recently showed 2024 revenue of $175.6M (+10.6% YoY) and positive adjusted EBITDA of $1.6M (0.9% margin), with TSR-based PSUs from the 2021 cycle vesting at 80% due to underperformance vs the Russell 2000 Total Return Index .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| TrueCar, Inc. | EVP, General Counsel & Secretary | Jul 2017–present | Senior legal leadership; co-chair of disclosure committee, supporting accurate public disclosures |
| TrueCar, Inc. | SVP, General Counsel & Secretary | Jan 2016–Jul 2017 | Led legal, governance and corporate secretary functions |
| TrueCar, Inc. | SVP & Deputy General Counsel | Apr 2014–Dec 2015 | Supported complex commercial litigation and corporate legal matters |
| Alston & Bird LLP | Litigation Partner | May 1998–Apr 2014 | Complex commercial litigation expertise |
| U.S. Court of Appeals (11th Cir.) | Law Clerk to Judge Edward Carnes | ~2 years (prior to Alston & Bird) | Federal appellate experience |
External Roles
- Co-chair, internal Disclosure Committee (with CFO), overseeing accuracy, completeness, and timeliness of public disclosures .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 400,000 | 400,000 | 400,000 |
| Target Bonus (% of Salary) | 50% | 50% | 50% |
| Actual Annual Cash Bonus ($) | 146,940 | 154,400 | 121,600 |
| Stock Awards ($) | 905,340 | 553,265 | 937,891 |
| Total Compensation ($) | 1,466,585 | 1,120,837 | 1,499,496 |
Notes:
- 2024 base salaries for all NEOs were unchanged from 2023 .
- 2024 annual incentive payout was 60.8% of target for all NEOs; Swart received $121,600 .
Performance Compensation
Annual Cash Incentive (2024)
| Metric | Weighting | Target | Actual | Payout vs Target |
|---|---|---|---|---|
| H1 Revenue ($M) | 25% (part of H1 50%) | 89.8 | 82.9 | Matrix → 54% overall H1 contribution |
| H1 Adjusted EBITDA ex. exec bonus ($M) | 25% (part of H1 50%) | 1.1 | 1.69 | Matrix → 54% overall H1 contribution |
| H2 Revenue ($M) | 25% (part of H2 50%) | 98.1 | 93.0 | Matrix → 67.2% overall H2 contribution |
| H2 Adjusted EBITDA ex. exec bonus ($M) | 25% (part of H2 50%) | 1.1 | 1.33 (excluding certain non-ordinary legal fees) | Matrix → 67.2% overall H2 contribution |
| Full-Year Cap | — | 80% of target max | Applied | Overall payout 60.8% |
Design highlights:
- H1/H2 components weighted 50% each; payout matrix from 0–150% with full-year cap at 80% .
Long-Term Equity (2024 grants)
| Award Type | Grant Date | Shares Granted | Vesting / Performance | Payout Range |
|---|---|---|---|---|
| RSUs | 3/1/2024 | 92,631 | 1/16th on 6/15/2024 then quarterly thereafter (13 quarterly installments starting 3/15/2025) | Time-based |
| PSUs (Series 2024) | 3/1/2024 | 138,947 | 3-year performance (3/15/2024–3/14/2027) based on relative CAGR vs Russell 2000 TR; capped at 100% if absolute CAGR negative | 0–175% |
Historical PSU vesting:
- 2021 cycle PSUs vested at 80% on 3/21/2024 due to Company CAGR -11.89% vs Index CAGR 1.77% .
Equity Ownership & Alignment
| Metric (As of Feb 28, 2025 unless noted) | Value |
|---|---|
| Total Beneficial Ownership (shares) | 948,772 (1.1% of outstanding) |
| Directly Held Shares | 222,996 |
| Options Exercisable within 60 Days | 653,370 |
| RSUs/PSUs Vesting within 60 Days | 72,406 |
| Shares Outstanding (for % calc) | 87,287,877 |
| Stock Ownership Guidelines | EVP/GC must hold ≥2x salary; Swart in compliance as of 3/31/2025 |
| Hedging/Pledging | Prohibited by insider trading policy |
Outstanding awards and vesting cadence (Dec 31, 2024 snapshot):
- Unvested RSUs across multiple grant dates (e.g., 107,086; 28,333; 126,316; 47,369; 75,263) with quarterly vesting starting in 2025 per grant-specific schedules .
- PSUs outstanding (e.g., 138,947 and earlier series) with performance periods ending 2025/2026/2027 .
Employment Terms
| Provision | Key Terms |
|---|---|
| Employment Agreement | Swart Employment Agreement dated Jan 26, 2017 |
| Severance (Pre–Change in Control) | Base salary continuation up to 12 months based on tenure; immediate vest of equity equal to 12 months of forward vesting; COBRA for severance period |
| Severance (Upon/After Change in Control) | Base salary continuation during severance period; 100% vesting of equity awards granted ≥90 days before CIC; COBRA during severance period |
| PSUs Treatment | PSU agreements supersede: pro-rata vesting on qualifying termination; CIC Achievement Level settlement if CIC occurs; immediate vest at target on death/disability; post-CIC qualifying termination leads to vesting/settlement |
| Estimated Payments (Dec 31, 2024 scenario) | Cash Severance: $400,000 (both pre- and post-CIC); Equity acceleration values per table; COBRA ~$22,734 (pre/post-CIC, or death/disability) |
| Clawback Policies | Rule 10D-1 clawback adopted Oct 2, 2023; legacy clawback (2018) for misconduct causing restatements |
| Tax Gross-ups | No gross-ups on severance or CIC benefits |
| Insider Trading Policy | Preclearance, blackout periods, and prohibition on derivatives/short sales; copy filed as Exhibit 19 to 2024 Form 10-K |
Performance & Track Record
| Indicator | Data |
|---|---|
| 2024 Units | 355,900 (vs 318,578 in 2023) |
| 2024 Revenue | $175.6M (+10.6% YoY) |
| 2024 Net Loss | $(31.0)M (improved from $(49.8)M in 2023) |
| 2024 Adjusted EBITDA | $1.6M (0.9% margin) vs $(13.7)M in 2023 |
| Program Achievements | TrueCar+ pilot expanded; dealer unit efficiency gains; marketing solutions launched |
Say‑on‑pay and governance signals:
- 98% support for 2024 say‑on‑pay; committee emphasizes pay-for-performance with significant equity and performance weighting .
Compensation Structure Analysis
- Equity mix emphasizes performance: 2024 grants weighted 60% PSUs and 40% RSUs, with rigorous 3‑year relative TSR metric and payout cap if absolute returns are negative .
- Annual incentive uses balanced revenue and profitability matrices with explicit cap to avoid outsized payouts; 2024 paid 60.8% of target despite operational improvements .
- No tax gross‑ups, hedging/pledging banned, and robust clawbacks—shareholder‑friendly design .
Risk Indicators & Red Flags
- Hedging or pledging: prohibited by policy (reduces alignment risk) .
- Option repricing/exchanges: none without shareholder approval; not present .
- Related‑party transactions: AutoNation (6.2% holder) dealer relationship disclosed; payments $7.86M in 2024 on third‑party terms .
- Say‑on‑pay vote low? No—98% approval in 2024 .
Equity Ownership & Vesting Schedules (Detail)
| Award | Quantity | Key Vesting Dates |
|---|---|---|
| RSUs (various 2022–2024 grants) | e.g., 107,086; 28,333; 126,316; 47,369; 75,263 | Quarterly installments beginning Mar 15/Feb 15/Mar 15 2025 per grant |
| PSUs (2022 series) | 107,086 (threshold calc in table) | Performance period ends Mar 29, 2025 |
| PSUs (2023 series) | 126,316 (threshold calc in table) | Performance period ends Mar 14, 2026 |
| PSUs (2024 series) | 138,947 | Performance period ends Mar 14, 2027 |
| Options (older grants) | Multiple exercisable tranches | Various expirations 2026–2031; many fully vested/exercisable |
Investment Implications
- Strong alignment: high equity weighting, 3‑year relative TSR PSUs, stock ownership guidelines met, and bans on hedging/pledging collectively align incentives with long-term shareholder returns .
- Modest cash severance and no gross‑ups mitigate change‑of‑control “golden parachute” risk; equity acceleration is standard and PSU treatment retains performance linkage through CIC Achievement Level .
- Near‑term quarterly RSU vesting and multi‑year PSU schedules create predictable vesting cadences; awareness of these timelines helps anticipate potential supply from insider sales though policy controls and preclearance apply .
- 2024 incentive payout (60.8% of target) despite operational improvements indicates a disciplined plan; continued execution on revenue and EBITDA metrics will be key for PSU outcomes and overall comp realization .