Oliver Foley
TrueCarAbout Oliver Foley
Oliver M. Foley (age 40) is TrueCar’s Chief Financial Officer since October 2023; he co-chairs the company’s Disclosure Committee with the General Counsel, overseeing accuracy and timeliness of public disclosures . He holds a B.A. in History & Economics from Davidson College and an MBA from Dartmouth’s Tuck School of Business . TrueCar’s 2024 performance improved: revenue rose 10.6% to $175.6M, adjusted EBITDA turned positive at $1.6M (0.9% margin), units increased to 355,900, and free cash flow was positive in Q4, while net loss narrowed to $(31.0)M . Pay-for-performance alignment included 2021 PSUs vesting at 80% on TSR vs the Russell 2000 TR Index, and 2024 annual cash incentives paid at 60.8% of target on below-target metrics .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Flexcar, LLC | Head of Finance | Oct 2022–Oct 2023 | Finance leadership at vehicle subscription company |
| Flexcar, LLC | Regional General Manager | Jan 2022–Sep 2022 | Regional operations oversight |
| Leaf Group, Ltd. (Society6) | VP of Strategy, Society6 | Dec 2018–Jan 2022 | Strategy at diversified internet/media/e-commerce business |
| Halo Energy, LLC | Co-founder, Executive | May 2017–Nov 2018 | Early-stage wind turbine company leadership |
| Ogin, Inc. | Finance/Business Development roles | Prior to 2017 | Clean technology finance and BD roles |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Halo Energy, LLC | Co-founder | May 2017–Nov 2018 | Private wind turbine company; executive role |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus % of Salary | Actual Cash Bonus Paid ($) |
|---|---|---|---|
| 2024 | 400,000 | 50% | 121,600 (60.8% of target) |
| 2023 | 69,444 (partial year) | 50% | 26,650 |
Performance Compensation
Annual Cash Incentive (2024)
| Half | Metric | Target | Actual | Payout |
|---|---|---|---|---|
| H1 2024 | Revenue ($M) | 89.8 | 82.9 | 54% (H1 composite) |
| H1 2024 | Adjusted EBITDA excl. exec bonus ($M) | 1.1 | 1.69 | 54% (H1 composite) |
| H2 2024 | Revenue ($M) | 98.1 | 93.0 | 67.2% (H2 composite) |
| H2 2024 | Adjusted EBITDA excl. exec bonus & certain legal fees ($M) | 1.1 | 1.33 | 67.2% (H2 composite) |
| Full Year | Program cap | 80% of target (set mid-2024) | Overall payout | 60.8% of target |
Equity Awards
| Grant Date | Type | Shares Granted (#) | Grant-date Fair Value ($) | Vesting |
|---|---|---|---|---|
| 3/1/2024 | RSUs | 117,894 | 417,345 | 1/16 quarterly, starting 6/15/2024 |
| 3/1/2024 | PSUs (Relative CAGR vs Russell 2000 TR) | 176,842 | 776,336 | 3/15/2024–3/14/2027; 0–175% payout; capped at 100% if absolute CAGR negative |
| 10/30/2023 | RSUs | 121,875 | n/a (see 2023 stock awards total $733,966) | 13 quarterly installments beginning 1/15/2025 |
| 10/30/2023 | PSUs (Relative CAGR) | 224,493 (target) | n/a (see 2023 stock awards total $733,966) | 3/15/2023–3/14/2026 (Series 2023 PSU performance period) |
2021 PSUs for executives vested at 80% of target based on TSR vs the Index; Foley did not hold 2021 PSUs .
Equity Ownership & Alignment
| Item | Amount |
|---|---|
| Total Beneficial Ownership (shares) | 57,812 (41,068 owned + 16,744 RSUs vesting within 60 days) |
| Shares Outstanding (2/28/2025) | 87,287,877 |
| Ownership as % of Shares Outstanding | ~0.066% (57,812 / 87,287,877) |
| Unvested RSUs at 12/31/2024 | 95,789 |
| Unvested PSUs at 12/31/2024 (target) | 176,842 (2024 grant) + 224,493 (2023 grant) |
| Stock Ownership Guidelines | CFO required to hold shares equal to 2x base salary; compliance expected within 5 years |
| Compliance Status (as of 3/31/2025) | Foley held sufficient shares to comply without phase-in |
| Hedging/Pledging | Prohibited by policy; no hedging/pledging by executives |
Employment Terms
| Provision | Terms |
|---|---|
| Employment Agreement | Effective 9/25/2023 (Executive Employment Agreement) |
| Severance (no change in control) | Salary continuation up to 12 months based on tenure; immediate vesting of time-based equity equal to 12 months of post-termination vesting; COBRA coverage (or cash-in-lieu with tax gross-up) during severance period |
| Severance (upon/after change in control) | Salary continuation during severance period; 100% vesting of time-based equity granted ≥90 days before CoC; COBRA coverage (or cash-in-lieu with tax gross-up) during severance period |
| Single-trigger vesting | If employed through first day after 12-month CoC anniversary, 100% of time-based awards granted ≥90 days before CoC vest |
| PSUs Treatment | Pro-rata vesting on qualifying termination; CIC Achievement Level settlement if CoC occurs before performance period ends; immediate vest at target on death/disability; accelerated settlement on termination without cause/for good reason post-CoC |
| Clawback | Rule 10D-1 compliant clawback adopted Oct 2, 2023; prior clawback policy remains for pre-10/2/2023 awards |
| Tax Gross-ups | No tax gross-ups on severance/CoC benefits; limited tax gross-up only if cash-in-lieu COBRA is used (to cover taxes on those payments) |
Compensation Structure Analysis
- 2024 cash compensation unchanged vs 2023: base salary $400k; target bonus 50% of salary; payouts below target (60.8%) despite improved operations; program cap set at 80% for 2024, indicating disciplined pay-for-performance .
- Equity heavy mix: 2024 annual grant mix 60% PSUs / 40% RSUs; PSUs use 3-year relative CAGR vs Russell 2000 TR with 0–175% payout and absolute-negative cap at 100%, increasing alignment with shareholder returns .
- Governance practices: robust ownership guidelines; clawback policy; no hedging/pledging; no single-trigger cash or vesting acceleration upon CoC (general policy) .
Compensation Peer Group (Benchmarking)
- Peer group updated in Oct 2023 to align size/industry; examples include Cars.com, eHealth, Veritone, TechTarget, Travelzoo, Liquidity Services, and others; median revenues ~$205M, median market cap ~$209M at selection .
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay approval ~98%; committee emphasized performance-weighted equity and disciplined bonus payouts in response to shareholder input .
Investment Implications
- Retention risk: Salary-only severance (no guaranteed bonus) and double-trigger equity acceleration post-CoC reduce windfall risk; quarterly RSU vesting and sizable unvested PSUs create ongoing retention hooks through 2027 .
- Insider selling pressure: RSUs vest quarterly from 6/15/2024 (2024 grant) and 1/15/2025 (2023 grant), which can produce predictable supply; monitor Form 4s around quarterly vest dates .
- Alignment: Foley meets/exceeds ownership guidelines; PSUs tied to multi-year relative TSR with a cap when absolute returns are negative; hedging/pledging prohibited—strong alignment signals .
- Performance linkage: 2024 cash incentive tied to revenue and adjusted EBITDA, paid below target; continued outperformance vs the Index would increase PSU vesting (up to 175%), creating upside leverage if execution sustains revenue growth and EBITDA improvement .