Jill Angel
TrueCarAbout Jill Angel
Jill Angel, age 53, is TrueCar’s Chief Operating Officer (appointed August 16, 2024) after serving as Chief People Officer & Operations since August 2023 and joining TrueCar in April 2022 as Chief People Officer; she holds a B.A. in Business Management from the University of Phoenix . During her tenure, TrueCar’s FY2024 revenue grew 10.6% to $175.6 million and Adjusted EBITDA improved to $1.6 million (0.9% margin), with units rising to 355.9k, reflecting operational progress against management’s pay-for-performance framework that emphasizes revenue, Adjusted EBITDA, and stock price CAGR/TSR . The company’s PSUs measure three-year relative CAGR in stock price versus an index (Russell 2000/related index constructs), capping payouts at 100% if absolute CAGR is negative, reinforcing long-term alignment .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Leaf Group, Ltd. | Executive Vice President of People | Nov 2015–Apr 2022 | Led people strategy across diversified internet/media/e-commerce platform, supporting scale and talent development . |
| Saatchi Art (acquired by Leaf Group) | Vice President of Operations | Apr 2012–Mar 2015 | Ran e-commerce/operations, customer service, and logistics functions to optimize marketplace execution . |
| TrueCar, Inc. | Chief People Officer | Apr 2022–Aug 2023 | Built HR/operations foundations post-2023 restructuring focus, underpinning talent and efficiency . |
| TrueCar, Inc. | Chief People Officer & Operations | Aug 2023–Aug 2024 | Expanded remit bridging HR and operations to drive execution against growth priorities . |
External Roles
No public company directorships or external board roles disclosed for Jill Angel .
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | 283,333 | 400,000 | 400,000 |
| Target Bonus (% of Salary) | 50% | 50% | 50% |
| Actual Annual Cash Bonus ($) | 103,864 | 154,400 | 121,600 |
Notes:
- Base salary set at $400,000 under employment agreement; target discretionary bonus 50% of base salary; no changes upon appointment as COO .
Performance Compensation
Annual Incentive Program (FY 2024) – Metrics, Targets, Outcomes, and Payout
| Metric | Weighting | Target | Actual | Payout Factor |
|---|---|---|---|---|
| H1 2024 Revenue ($mm) | 25% (within H1 50%) | 89.8 | 82.9 | Contributes to 54% H1 achievement |
| H1 2024 Adjusted EBITDA ($mm, excl exec bonus) | 25% (within H1 50%) | 1.1 | 1.69 | Contributes to 54% H1 achievement |
| H2 2024 Revenue ($mm) | 25% (within H2 50%) | 98.1 | 93.0 | Contributes to 67.2% H2 achievement |
| H2 2024 Adjusted EBITDA ($mm, excl exec bonus and specified legal fees) | 25% (within H2 50%) | 1.1 | 1.33 | Contributes to 67.2% H2 achievement |
| Overall Program | 100% | — | — | 60.8% of target payout; Jill’s bonus paid $121,600 |
Design features:
- H1 and H2 components each weighted 50% of annual incentive; payout matrix allowed 0–150%, with full-year payout capped at 80% of target (committee cap mid-2024) .
- Most important performance measures linking pay to performance: Adjusted EBITDA, Revenue, and Compound annual growth in stock price (TSR proxy) .
2024 Equity Awards – Structure and Grant Detail (PSUs and RSUs)
| Award Type | Grant Date | Threshold (#) | Target (#) | Maximum (#) | Vesting / Performance | Grant-Date Fair Value ($) |
|---|---|---|---|---|---|---|
| PSUs (Relative TSR/CAGR vs Index) | 3/1/2024 | 5,557 | 138,947 | 243,157 | 3-year performance period 3/15/2024–3/14/2027; payout 0–175%; capped at 100% if absolute CAGR negative | 609,977 |
| RSUs (Time-based) | 3/1/2024 | — | 92,631 | — | 1/16th quarterly starting 6/15/2024, then quarterly thereafter | 327,914 |
Historical equity granted at hire:
- 2022 RSU grant fair value $400,000; vests in equal quarterly installments over 16 quarters, beginning on six-month anniversary of the 15th day of the month including the grant date; subject to continued service .
- 2022 PSU grant fair value $600,000; terms generally consistent with 2022 non-CEO executive PSUs .
Stock Vested / Realized Value (FY 2024)
| Metric | FY 2024 |
|---|---|
| Shares Acquired on Vesting (#) | 63,275 |
| Value Realized on Vesting ($) | 212,036 |
Equity Ownership & Alignment
| Metric | Detail |
|---|---|
| Beneficial Ownership (as of 2/28/2025) | 137,090 shares; percent of outstanding noted as “*” (<1%) with 87,287,877 shares outstanding . |
| Outstanding RSUs/PSUs at 12/31/2024 | RSUs: 120,449 (4/18/2022), 120,000 (3/1/2023), 138,947 (3/1/2024) with market values $449,275, $447,600, $518,272 respectively; PSUs (unearned at threshold): 45,336 (4/18/2022), 45,000 (3/1/2023), 75,263 (3/1/2024) with market/payout values $169,103, $167,850, $280,731 respectively . |
| Stock Ownership Guidelines | COO expected to hold shares equal to 2x base salary; compliance required within 5 years; Jill Angel in compliance considering phase-in period concluding April 18, 2027 . |
| Hedging/Pledging | Company prohibits hedging and pledging by executive officers/directors . |
| Clawback Policy | Rule 10D-1 clawback effective 10/2/2023 for incentive-based compensation tied to financial reporting measures; legacy 2018 clawback applies to incentive compensation prior to 10/2/2023 in case of misconduct causing material restatement . |
Employment Terms
| Provision | Terms |
|---|---|
| Employment Agreement | At-will; base salary $400,000; annual discretionary bonus targeted at 50% of base salary; benefits per similarly situated executives; title updated to COO 8/16/2024 without compensation change . |
| Severance (Termination without Cause or Resignation for Good Reason) | Base salary continuation for 6 months plus 2 months per fully completed year of service, capped at 12 months; immediate vesting of equity as to shares that would have vested through 12 months post-termination; COBRA coverage (or cash in lieu with tax gross-up on those cash payments if needed) during severance period . |
| Change-in-Control Vesting (while Employed) | If still employed on the first day following the 12-month anniversary of the change in control, 100% of non-PSU equity awards outstanding as of such date and granted ≥90 days before the change in control vest at that time . |
| Death/Disability | Immediate vesting of all outstanding equity awards; continuing health benefits during severance period . |
| Severance/CIC Economics (Estimated at 12/31/2024) | See table below . |
Potential Payments Upon Termination or Change in Control (Jill S. Angel)
| Benefit | Termination other than for Cause / Resignation for Good Reason Prior to CIC | Upon or Following CIC Termination | Change in Control (Remain Employed; Equity Treatment per policy) | Death/Disability |
|---|---|---|---|---|
| Cash Severance ($) | 333,333 | 333,333 | — | — |
| Vesting Acceleration of Equity Awards ($) | 1,077,103 (as-if 12 months post-termination vesting) | 2,392,022 (100% of qualifying awards) | 2,134,413 (CIC equity vesting policy assumption) | 2,032,831 |
| Continued Benefits (COBRA) ($) | 27,144 | 27,144 | — | 32,573 |
| Total Benefits ($) | 1,437,580 | 2,752,499 | 2,134,413 | 2,065,404 |
Notes:
- Company states no automatic “single trigger” cash or vesting acceleration upon change in control; vesting occurs after remaining employed through 12-month anniversary post-CIC (non-PSUs), with PSUs treated per relative CAGR measurement; no tax gross-ups on severance/CIC benefits generally, though cash-in-lieu of COBRA includes a tax gross-up feature if used .
Performance & Track Record
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenue ($mm) | 161.5 | 158.7 | 175.6 |
| Adjusted EBITDA ($mm) | (29.9) | (13.7) | 1.6 |
| Units (#, k) | — | 318.6 | 355.9 |
Highlights:
- FY2024 improvement: revenue +10.6% YoY, Adjusted EBITDA +$15.3 million YoY, units +11.7% YoY; management cites strongest annual revenue growth since 2017 and positive Q4 free cash flow .
- Q4 2024: revenue $46.2 million (+11.9% YoY), Adjusted EBITDA $0.4 million, positive free cash flow $4.1 million; new units +27.8% YoY, outpacing industry .
- Q1 2025: revenue $44.8 million (+9.2% YoY); ongoing TC+ product progress and affinity partner expansion .
Compensation Structure Analysis
- Equity-heavy with 60% PSUs and 40% RSUs for 2024 grants, emphasizing three-year TSR/CAGR performance; cap at 100% if absolute CAGR negative limits windfalls in down markets .
- Annual cash incentive tied to revenue and Adjusted EBITDA for H1/H2 with matrixed trade-offs and mid-year cap to 80% of target; final payout at ~61% of target underscores rigor despite improved operational performance .
- No increases to target cash compensation in 2024; no comp change upon promotion to COO, aligning with shareholder feedback and pay moderation .
- Strong governance: ownership guidelines, clawback policy, prohibition on hedging/pledging, no option repricing, no tax gross-ups on severance/CIC .
Risk Indicators & Red Flags
- Pledging/Hedging: prohibited—positive alignment signal .
- Clawback: Rule 10D-1 compliant (2023) plus legacy policy—risk mitigation .
- Severance design: salary continuation up to 12 months and significant equity acceleration upon certain terminations/CIC; cash-in-lieu of COBRA includes tax gross-up feature (limited scope) .
- Related-party transactions: none disclosed for Ms. Angel under Item 404(a) at appointment .
- Say-on-pay: ~98% approval in 2024—low governance friction .
Equity Ownership & Vesting Pressure — Detail
| Grant Date | RSUs Unvested (#) | RSUs Market Value ($) | PSUs (Unearned at Threshold) (#) | PSUs Market/Payout Value ($) |
|---|---|---|---|---|
| 4/18/2022 | — (time-based RSUs vest quarterly; outstanding RSU amounts captured in total below) | — | 45,336 | 169,103 |
| 3/1/2023 | 120,000 | 447,600 | 45,000 | 167,850 |
| 3/1/2024 | 138,947 | 518,272 | 75,263 | 280,731 |
Note: Outstanding PSUs presented at threshold for market/payout valuation per proxy methodology; actual vesting will depend on relative CAGR vs Index and award terms .
Employment Contracts, Severance, and Change-of-Control Economics
- Agreement dated March 10, 2022 (amended Aug 16, 2024): at-will; base $400,000; target bonus 50%; eligibility for equity awards; benefits .
- Severance: salary continuation (6 months + 2 months per fully completed year; max 12 months), 12-month forward vesting catch-up of equity, and COBRA (or cash in lieu with tax gross-up on those payments) .
- CIC: if employed through day after 12-month anniversary post-CIC, 100% of non-PSU equity awards (granted ≥90 days before CIC) vest; PSUs treated per award terms and measured performance .
- Estimated payouts table for Jill Angel provided above, including cash severance ($333,333), equity acceleration amounts, and continued benefits under different scenarios .
Investment Implications
- Alignment: Heavy PSU weighting tied to relative TSR/CAGR and rigorous annual incentive tied to revenue and Adjusted EBITDA enhances pay-performance linkage; prohibition on hedging/pledging and ownership guidelines further support alignment .
- Retention Risk: Meaningful unvested RSU/PSU inventory (2022–2024 grants) and severance protections reduce near-term attrition risk; however, equity acceleration upon certain CIC/termination scenarios could increase realization risk around corporate events .
- Selling Pressure: 63,275 shares vested in 2024 with realized value $212,036; ongoing quarterly vesting from 2024 RSUs and legacy grants may create routine supply, but prohibitions on hedging/pledging and guideline compliance temper adverse signals .
- Performance Lens: FY2024 revenue and Adjusted EBITDA inflection plus Q4/Q1 momentum support incentive payouts and PSU potential over the 2024–2027 window; monitor execution against growth plans (TC+, dealer activation/churn, OEM expansion) and any pending M&A/CIC impacts on award treatment .