DEF 14A 1 ea0203856-01.htm PROXY STATEMENT

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

___________________

SCHEDULE 14A

___________________

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. __)

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Filed by a Party other than the Registrant		☐

Check the appropriate box:

☐		Preliminary Proxy Statement
☐		Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒		Definitive Proxy Statement
☐		Definitive Additional Materials
☐		Soliciting Material under §240.14a-12

RumbleOn, Inc.
(Name of Registrant as Specified in its Charter)

_________________________________________________________________
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

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☐		Fee paid previously with preliminary materials
☐		Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

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RumbleOn, Inc.
901 W. Walnut Hill Lane, Suite 110A
Irving, Texas 75038

Dear Shareholders:

On behalf of the RumbleOn team, it is my pleasure to invite you to attend our 2024 Annual Meeting of Shareholders, which is scheduled to be held virtually on Tuesday, June 4, 2024, at 8:00 a.m. Central Time. In addition, I want to express my appreciation for your support and belief in RumbleOn’s promising future. Having spent my entire career in the powersports industry, I am extremely excited to be leading this company. Today, I have even more conviction about our opportunity than when I joined just a few months ago.

Vision 2026:

On March 14, 2024, we introduced our three-year operating plan called Vision 2026, which is guided by our First Principle of creating and maximizing long-term per share value.

We expect the following to be achieved by calendar year 2026 while maintaining a healthy balance sheet1:·

• Annual revenue in excess of $1.7 billion;

• Annual Adjusted EBITDA2 of greater than $150 million; and

• Annual Adjusted Free Cash Flow3 of $90 million or more4.

We expect to achieve Vision 2026 and maintain a healthy balance sheet within our target leverage ratio of 1.5x-2.5x net debt/EBITDA.

To achieve our Vision 2026 goals, the RumbleOn team will focus on the following three strategic pillars:

1) Leverage our national scale to run the best performing dealerships in America, supported by an aligned and efficient corporate office;

2) Grow our differentiated RideNow Cash Offer Technology to drive our pre-owned business; and

3) Effectively allocate the capital we create through operations, including strategic accretive acquisitions.

Below is additional detail on these important strategies:

Leveraging our national scale to run the best performing dealerships in America supported by an aligned and efficient corporate office. We will measure and define our dealership performance by using Net Profit and Customer Satisfaction metrics and have put several strategies in place to accomplish this. Strong manufacturer relationships are foundational to that success, as well as having an agile organization focused on the rider. This rider focused passion is what drives our culture.

____________

1 See the important notice regarding forward-looking statements in the accompanying Proxy Statement.

2 Adjusted EBITDA is a non-GAAP financial measure and should not be considered as an alternative to operating income or net income as a measure of operating performance. Non-GAAP financial measures are not necessarily calculated the same way by different companies and should not be considered a substitute for or superior to U.S. GAAP. We define Adjusted EBITDA as net income (loss) adjusted to add back interest expense, depreciation and amortization, the impact of income taxes, discontinued operations, non-cash stock-based compensation costs, the non-cash impairment of goodwill and franchise rights, transaction costs, certain litigation expenses not associated with our ongoing operations, and other non-recurring costs and credits, such as the gain on the sale of a dealership, insurance proceeds and costs attributable to an abandoned project, as such we do not consider such recoveries, charges and expenses to be a part of our core business operations, and they not necessarily an indicator of ongoing, future company performance.

3 Adjusted Free Cash Flow is a non-GAAP financial measure and should not be considered as an alternative to cash flows or as a measure of liquidity. Non-GAAP financial measures are not necessarily calculated the same way by different companies and should not be considered a substitute for or superior to U.S. GAAP. We define Adjusted Free Cash Flow as cash flows from operating activities of continuing operations less capital expenditures (excluding acquisitions).

4 With respect to our 2026 Adjusted EBITDA and Adjusted Free Cash Flow targets, a reconciliation of these non-GAAP measures to the corresponding GAAP measures is not available without unreasonable effort due to the complexity of the reconciling items that we exclude from the non-GAAP measure or the variables going into the calculation of operating cash flows.

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Growing our RideNow Cash Offer Tool as a point of differentiation to drive the Pre-Owned business. The pre-owned inventory market is a high-return area of growth for us and we are committed to intensifying our efforts on expanding this business. With the largest brick and mortar retail footprint in the country, we are aligning our store base with our Cash Offer operation to drive efficiencies in both the buying and retailing of pre-owned products. In addition, we plan to pilot our first standalone, brick & mortar, pre-owned dealership in 2024, which will leverage our RideNow brand and a store operations team with more than 30 years of retail know-how.

Effectively allocate the capital we create through operations, including strategic accretive acquisitions. Our decisions around capital allocation will always be guided by our First Principle which is to create the greatest long-term per-share value. We continually evaluate our dealership footprint and opportunities to strengthen it, whether by adding locations or exiting non-performing ones. With 55% of our common stock held by our Board of Directors and the majority of my compensation directly tied to increasing our stock price, rest assured, we will think and act like true owners at every step of the way.

Our energy and focus will be our Vision 2026 plan and how we will shape the business to drive per share value over the coming years. It might take longer to get there based on macro or industry headwinds or key OEM product lifecycle timing; alternatively, we may get there earlier. But make no mistake, we will never take our eye off our First Principle at every stage of the journey; creating long-term per-share value for our shareholders.

I want to acknowledge and thank key stakeholders for our Company. Our team of employees have done a lot of work over the last few months to develop our Vision 2026 plan and design the measures and activities to make it a reality. They continue to work hard in turning the company around. I also acknowledge the strong relationships with our manufacture partners who deliver great products and support programs to drive our mutual success at retail. Finally, I am grateful to our Board of Directors for their insights and advice and to you, our shareholders, for your confidence in our ability to create value in the coming years.

In closing, I hope you will participate in the Annual Meeting and ask for your support of our directors and the other items described in the accompanying Proxy Statement. Your participation is important, so please exercise your right to vote.

Sincerely,

Michael Kennedy
Chief Executive Officer

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RumbleOn, Inc.
901 W. Walnut Hill Lane, Suite 110A
Irving, Texas 75038

NOTICE OF THE 2024 ANNUAL MEETING OF SHAREHOLDERS

You are cordially invited to attend the 2024 Annual Meeting of Shareholders of RumbleOn, Inc., a Nevada corporation (the “Company,” “we,” “us,” or “our”) on Tuesday, June 4, 2024 at 8:00 a.m. Central Time. The Annual Meeting will be held in a virtual format only, via a live webcast on the Internet, with no physical in-person meeting. You will be able to attend, participate, vote and submit questions at the Annual Meeting online by visiting www.virtualshareholdermeeting.com/RMBL2024 during the meeting.

We are holding the Annual Meeting for the following purposes, as more fully described in the accompanying Proxy Statement:

(1) To elect seven directors, serving for a term until the 2025 Annual Meeting of Shareholders, or until their successors are duly elected and qualified, which we refer to as the “Director Election Proposal”;

(2) To obtain advisory approval of the Company’s executive compensation (“Say on Pay”), which we refer to as the “Say on Pay Proposal”;

(3) To ratify the appointment of BDO USA, P.C. (“BDO”) as our independent registered public accounting firm for the fiscal year ending December 31, 2024, which we refer to as the “Auditor Proposal”; and

(4) To transact any other business that is properly presented at the Annual Meeting or any adjournments or postponements of the Annual Meeting.

The Board of Directors recommends that you vote FOR the election of all the director nominees, FOR the advisory approval of the Company’s executive compensation (Say on Pay), and FOR the ratification of the appointment of BDO as our independent registered public accounting firm for the fiscal year ending December 31, 2024. Please refer to the accompanying Proxy Statement for detailed information on each of the proposals and the Annual Meeting.

The close of business on Monday, April 8, 2023 has been fixed as the record date for the Annual Meeting (the “Record Date”). Only holders of record of RumbleOn Class A and Class B common stock on the Record Date are entitled to notice of, and to vote at, the Annual Meeting or any adjournments or postponements of the Annual Meeting. This notice of Annual Meeting, Proxy Statement, proxy card and copy of the Annual Report for the year ended December 31, 2023 are being distributed to shareholders on or about April 24, 2024.

Your vote at the Annual Meeting is important. Even if you plan to attend the Annual Meeting, we ask that you please cast your vote as soon as possible. As more fully described in the accompanying Proxy Statement, you may revoke your proxy and reclaim your right to vote at any time prior to its use.

By order of the Board of Directors:

Steven Pully
Chairman
RumbleOn, Inc.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 4, 2024

The accompanying Proxy Statement and the 2023 Annual Report are available at
www.proxyvote.com

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		Page
PROXY STATEMENT		1
QUESTIONS AND ANSWERS ABOUT OUR ANNUAL MEETING		2
PROPOSAL 1: DIRECTOR ELECTION PROPOSAL		5
CORPORATE GOVERNANCE		8
EXECUTIVE COMPENSATION		12
PAY VERSUS PERFORMANCE		18
EXECUTIVE OFFICERS		21
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		22
PROPOSAL 2: SAY ON PAY PROPOSAL		24
REPORT OF THE AUDIT COMMITTEE		25
PROPOSAL 3: AUDITOR PROPOSAL		26
POLICY FOR APPROVAL OF AUDIT AND PERMITTED NON-AUDIT SERVICES		28
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS		29
OTHER MATTERS		32

This Proxy Statement and the accompanying proxy materials (including the letter to shareholders and notice of annual meeting) may contain “forward-looking statements” as that term is defined under the Private Securities Litigation Reform Act of 1995, which statements may be identified by words such as “expects,” “plans”, “projects,” “will,” “may,” “anticipates,” “believes,” “should,” “intends,” “estimates,” and other words of similar meaning. Readers are cautioned not to place undue reliance on these forward-looking statements, which are based on our expectations as of the date of this Proxy Statement and speak only as of such date. Shareholders are advised to consider the factors listed under the heading “Forward-Looking Statements” and “Risk Factors” in the Company’s Annual Report on Form 10-K and other filings made with the Securities and Exchange Commission, as such statements may be updated and amended from time to time, which factors may cause actual future events to differ materially from our expectations as of the date of this Proxy Statement. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law.

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PROXY STATEMENT

This Proxy Statement contains information relating to the solicitation of proxies by the Board of Directors (the “Board”) of RumbleOn, Inc. (“RumbleOn” or the “Company,” or “we,” “us,” and “our”) for use at our 2024 Annual Meeting of Shareholders (the “Annual Meeting”). Our Annual Meeting will be held in a virtual-only meeting format on Tuesday, June 4, 2024 at 8:00 a.m. Central Time. We believe that hosting a virtual Annual Meeting enables greater shareholder access, attendance and participation, improves meeting efficiency and provides a consistent experience to all shareholders regardless of location. We will provide a live webcast of the Annual Meeting at www.virtualshareholdermeeting.com/RMBL2024, where you will be able to submit questions and vote online. You will not be able to attend the meeting at a physical location.

The close of business on Monday, April 8, 2024 has been fixed as the record date for the Annual Meeting (the “Record Date”). Only holders of record of RumbleOn Class A and Class B common stock on the Record Date are entitled to notice of, and to vote at the Annual Meeting or any adjournments or postponements of the Annual Meeting. As of the Record Date, there were 50,000 shares of Class A common stock and 35,194,429 shares of Class B common stock issued and outstanding and entitled to vote at the Annual Meeting. This Proxy Statement and form of proxy are first being mailed to shareholders on or about April 24, 2024.

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QUESTIONS AND ANSWERS ABOUT OUR ANNUAL MEETING

What is the purpose of our Annual Meeting?

Our Annual Meeting will be held for the following purposes:

(2) To obtain advisory approval of the Company’s executive compensation (“Say on Pay”), which we refer to as the “Say on Pay Proposal”;

(3) To ratify the appointment of BDO as our independent registered public accounting firm for the fiscal year ending December 31, 2024, which we refer to as the “Auditor Proposal”; and

(4) To transact any other business that is properly presented at the Annual Meeting or any adjournments or postponements of the Annual Meeting.

In addition, senior management will report on our business and respond to your questions of general interest regarding the Company.

How can I access the virtual Annual Meeting?

The live audio webcast of the Annual Meeting will begin promptly at 8:00 a.m. Central Time on June 4, 2024. To be admitted to the virtual Annual Meeting, you will need to log in at www.virtualshareholdermeeting.com/RMBL2024 using the 16-digit control number found on the proxy card previously mailed or made available to shareholders entitled to vote at the Annual Meeting. Because the Annual Meeting will be a completely virtual meeting, there will be no physical location for shareholders to attend.

Online access to the audio webcast will open 15 minutes prior to the start of the Annual Meeting to allow time for you to log in and test your device’s audio system. The virtual Annual Meeting is running the most updated version of the applicable software and plugins. You should ensure you have a strong Internet connection wherever you intend to participate in the Annual Meeting. You should also allow plenty of time to log in and ensure that you can hear streaming audio prior to the start of the Annual Meeting.

Will I be able to ask questions and have these questions answered during the virtual Annual Meeting?

If you wish to submit a question, you may do so by logging into the virtual meeting platform at www.virtualshareholdermeeting.com/RMBL2024 using the 16-digit control number found on the proxy card. Once you have logged in, you will need to type your question into the “Ask a Question” field and click “Submit.” You may submit questions prior to or during the meeting. Appropriate questions related to the proposals being voted upon will be answered during the Annual Meeting, subject to time constraints. Additional information regarding the ability of shareholders to ask questions during the Annual Meeting, as well as rules of conduct and other materials for the Annual Meeting, will be available at www.virtualshareholdermeeting.com/RMBL2024.

What happens if there are technical difficulties during the Annual Meeting?

We will have technicians ready to assist you with any technical difficulties you may have accessing the virtual Annual Meeting, voting at the Annual Meeting or submitting questions at the Annual Meeting. If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number that will be posted on the log in page at www.virtualshareholdermeeting.com/RMBL2024.

What are the voting rights of RumbleOn shareholders?

For each share of Class A common stock held at the Record Date, a shareholder is entitled to ten votes per share on each of the director nominees and ten votes per share on each other matter properly presented at the Annual Meeting.

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For each share of Class B common stock held at the Record Date, a shareholder is entitled to one vote per share on each of the director nominees and one vote per share on each other matter properly presented at the Annual Meeting.

What constitutes a quorum?

The presence in person or by proxy of the holders of one-third (33%) of the shares issued and outstanding and entitled to vote at the Annual Meeting constitutes a quorum with respect to all matters presented. If you submit a properly executed proxy or voting instruction card or properly cast your vote via the Internet, your shares will be considered part of the quorum even if you abstain from voting or withhold authority to vote as to a particular proposal. Pursuant to our Amended and Restated Bylaws, as amended (the “Amended and Restated Bylaws”), “broker non-votes” will be considered as present for purposes of determining whether a quorum exists.

What are “broker non-votes?”

“Broker non-votes” occur when shares held by a brokerage firm are not voted with respect to a proposal because the firm has not received voting instructions from the shareholder and the firm does not have the authority to vote the shares in its discretion. Under applicable rules, the Director Election Proposal and the Say on Pay Proposal are “non-routine” proposals and as such a broker does not have the discretion to vote on these proposals, if the broker has not received instructions from the beneficial owner of the shares. Brokers have the authority to vote on the Auditor Proposal if they have not received instructions from the beneficial owner of the shares.

Will my shares be voted if I do not provide my proxy?

If you are the “beneficial owner” of your shares, meaning that your shares are held by a brokerage firm, a bank, or through another holder of record and you do not provide the firm specific voting instructions, such firm will not have the authority to vote your shares for the Director Election Proposal or the Say on Pay Proposal, and your shares will not be voted and will be considered “broker non-votes,” with respect to these proposals. We urge you to provide voting instructions so that your shares will be voted. If you hold your shares directly in your own name, your shares will not be voted unless you provide a proxy or vote before or during the virtual Annual Meeting.

How do I vote?

RumbleOn shareholders of record on April 4, 2024 have four ways to vote:

• By Internet at www.proxyvote.com until 11:59 p.m. Eastern Time on June 3, 2024 (have your 16-digit shareholder control number, which can be found on your proxy card, in hand when you access the website);

• By toll-free telephone at 1-800-690-6903 until 11:59 p.m. Eastern Time on June 3, 2024 (have your 16-digit shareholder control number, which can be found on your proxy card, in hand when you access the website);

• By mail, by marking, signing, and dating your proxy card and returning it in the postage-paid envelope provided to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717; or

• Online during the Annual Meeting at www.virtualshareholdermeeting.com/RMBL2024 (have your 16-digit shareholder control number, which can be found on your proxy card, in hand when you vote online during the meeting).

Whether or not you plan to attend the meeting, we encourage you to vote by proxy as soon as possible. In order to be counted, proxies submitted by Internet or telephone must be received by 11:59 p.m. Eastern Time on June 3, 2024. Proxies submitted by U.S. mail must be received before the start of the Annual Meeting.

If your shares are registered in the name of broker, bank or other nominee (typically referred to as being held in “street name”), you will receive instructions from the holder of record. You must follow the instructions of the holder of record in order for your shares to be voted. Telephone and Internet voting will also be offered to shareholders owning shares through certain banks and brokers.

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Can I change my vote after I have voted?

You may revoke your proxy and change your vote at any time before the final vote at the Annual Meeting. You may change your vote via the Internet, by signing and mailing a new proxy card with a later date, or by participating in the virtual Annual Meeting and voting in person (only your latest proxy submitted prior to the Annual Meeting or our vote during the virtual Annual Meeting will be counted). However, your participation in the virtual Annual Meeting will not automatically revoke your proxy unless you vote at the virtual Annual Meeting or specifically request in writing that your prior proxy be revoked.

What vote is required to approve each proposal at the Annual Meeting?

Proposal 1 — Director Election Proposal.

In accordance with the Company’s Amended and Restated Bylaws and Nevada law, the vote required to elect each director is a plurality vote. Withheld votes and broker non-votes will have no effect on the outcome of this proposal.

Proposal 2 — Say on Pay Proposal.

The vote required to approve the Say on Pay Proposal is a majority of the stock having voting power present in person or represented by proxy at the Annual Meeting. Abstentions and broker non-votes will have the same effect as a vote against this proposal.

Proposal 3 — Auditor Proposal.

The vote required to approve the Auditor Proposal is a majority of the stock having voting power present in person or represented by proxy at the Annual Meeting. Abstentions and broker non-votes will have the same effect as a vote against this proposal. Brokers have the authority to vote on the Auditor Proposal even if they have not received instructions from the beneficial owner of the shares.

How does the Board recommend I vote on the proposals?

The Board recommends that you vote:

• FOR Proposal 1: the Director Election Proposal;

• FOR Proposal 2: the Say on Pay Proposal; and

• FOR Proposal 3: the Auditor Proposal.

How will the persons named as proxies vote?

If you complete and submit a proxy, the persons named as proxies will follow your voting instructions. If you submit and sign a proxy but do not provide instructions or if your instructions are unclear, the persons named as proxies will vote your shares in accordance with the recommendations of the Board, as set forth above.

With respect to any other proposal that properly comes before the Annual Meeting, the persons named as proxies will vote as recommended by our Board or, if no recommendation is given, in their own discretion.

Who will pay for the cost of soliciting proxies?

We will pay for the cost of soliciting proxies. RumbleOn will also reimburse brokers and other custodians, nominees and fiduciaries for their expenses in sending these materials to you and getting your voting instructions. In addition to the use of postal services or the Internet, proxies may be solicited by officers and employees of the Company (none of whom will receive any additional compensation for any assistance they may provide in the solicitation of proxies) in person or by telephone.

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PROPOSAL 1: DIRECTOR ELECTION PROPOSAL

On April 16, 2024, our Board approved an amendment to our Amended and Restated Bylaws that eliminated the previous classification of directors into Class I, Class II and Class II directors, with one class being elected each year to serve a staggered three-year term. As a result, our Board currently consists of seven members, all of whom serve for a term expiring at the 2024 Annual Meeting. Similarly, all directors elected at the 2024 Annual Meeting will serve for a one-year term, expiring at the 2025 Annual Meeting. Our Board is committed to sound corporate governance principles and practices and believes that shareholders should annually vote for the election of all directors.

Upon the recommendation of our Nominating and Corporate Governance Committee (“N&CG Committee”), our Board has nominated the seven persons listed below to stand for election at the 2024 Annual Meeting and serve for a term until the 2025 Annual Meeting of Shareholders, or until their successors are duly elected and qualified. Each nominee listed below is willing and able to serve as a director of RumbleOn.

Below are the names of and certain information regarding our director nominees. All director nominees were previously nominated by the Company’s N&CG Committee and the full Board.

Name	Age	Position
Mark Cohen	42	Current Director/Director Nominee
William Coulter	68	Current Director/Director Nominee
Michael Kennedy	56	Current Director/Director Nominee
Rebecca Polak	53	Current Director/Director Nominee
Steven Pully	64	Current Director/Director Nominee
Michael Quartieri	55	Current Director/Director Nominee
Mark Tkach	67	Current Director/Director Nominee

DIRECTOR NOMINEES

Mark Cohen has served as a director of the Company since August 30, 2023. Mr. Cohen is the founder and managing partner of Stone House Capital Management, LLC (“Stone House”), a significant shareholder of the Company, and was appointed to the Board pursuant to the board nomination right granted to Stone House under the Standby Purchase Agreement, dated August 8, 2023, entered into by and among the Company, Stone House, Mark Tkach and William Coulter in connection with the rights offering completed by the Company in December 2023 (the “Rights Offering”). Mr. Cohen founded Stone House, a SEC registered investment advisor, in 2010. Prior to founding Stone House, he was an Investment Analyst at Force Capital Management, LLC. Mr. Cohen holds a B.S. in Economics from the University of Pennsylvania’s Wharton School.

We believe that Mr. Cohen possesses attributes that qualify him to serve as a member of the Board, including his investment experience in a wide range of public companies, which provides him with valuable insights and perspectives that can assist the Board.

William Coulter has served as a director of the Company since July 14, 2023. Previously, Mr. Coulter served as an executive officer and a director of RumbleOn and Executive Vice Chairman from August 2021 until February 2022 and as a Board observer from June 14, 2023 through July 14, 2023. Mr. Coulter currently serves as the Manager of Coulter Management Group LLLP, a business Mr. Coulter founded in 2011 to manage multiple auto dealerships and investments in real estate. Prior to joining the Company, Mr. Coulter served as a co-founder of RideNow with Mr. Tkach. He has significant experience in all aspects of powersports operations, including overseeing RideNow’s financial and growth strategies from 1989 until it was acquired by the Company in August 2021. Under Mr. Coulter’s leadership, RideNow grew from a single dealership into the largest powersports group of companies in the United States. Mr. Coulter has worked for auto dealerships for over 50 years and is an owner of several award-winning, Arizona-based auto dealerships.

We believe that Mr. Coulter possesses attributes that qualify him to serve as a member of our Board, including his extensive experience in the powersports and automotive sales industries.

Michael Kennedy has served as a director of the Company and as Chief Executive Officer since November 1, 2023. He previously served as the President and Chief Executive Officer of Vance & Hines, LLC from April 2019 until October 2023. Prior to that Mr. Kennedy served as Founder and Managing Partner of MWK Partner Advisors from December 2017 until March 2019. Mr. Kennedy is an accomplished powersports industry veteran with

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over three decades of experience in strategy, commercial operations, financial management, and manufacturing at leading powersports companies. He earned a B.A. in Organizational Communications from the University of Wisconsin-Whitewater and an M.B.A. from Northwestern’s Kellogg School of Management.

We believe that Mr. Kennedy possesses attributes that qualify him to serve as a member of our Board, including his strategic and operational experience and his extensive background in the powersports industry.

Rebecca Polak has served as a director of the Company since May 9, 2023. From October 2020 to June 2022, Ms. Polak served as the Chief Commercial Officer and General Counsel of CarLotz, Inc. (NASDAQ: LOTZ), now known as Shift Technologies, Inc. (NASDAQ: SFT). Ms. Polak served as an executive officer of Shift Technologies, Inc. during the two-year period prior to October 9, 2023, the date on which such company filed a petition for relief under the federal bankruptcy laws in order to implement a systematic closure of its business. Prior to joining CarLotz, Ms. Polak was employed at KAR Auction Services, Inc. (NYSE: KAR), now known as OPENLANE, Inc., and served as its Chief Legal Officer and President of TradeRev from October 2017 to October 2019 and Secretary of KAR from April 2007 until October 2019. Ms. Polak previously served as Executive Vice President and General Counsel for KAR from April 2007 to October 2017, the Assistant General Counsel and Assistant Secretary of ADESA, Inc. from February 2005 to April 2007 and as Vice President of ADESA from December 2006 to April 2007. Prior to joining ADESA, Ms. Polak practiced corporate and securities law with Krieg DeVault from 2000 to 2005 and with Haynes and Boone from 1995 to 1999. She has served as a director of Moatable, Inc. (NYSE: MTBL) since October 2023. Ms. Polak received her J.D. from the Southern Methodist University Dedman School of Law, cum laude, and her B.A. in English from Indiana University Bloomington.

We believe that Ms. Polak possesses attributes that qualify her to serve as a member of our Board, including her executive experience in automotive wholesale and retail operations and her extensive legal and mergers & acquisitions experience, including within the automotive industry.

Steven Pully has served as a director of the Company since May 11, 2023. He served as our Chairman from June 15, 2023 through July 14, 2023 and as our Executive Chairman from July 14, 2023 through December 15, 2023. Upon the expiration of his term as Executive Chairman, Mr. Pully was re-appointed to serve as Chairman of our Board. Mr. Pully is currently a partner of Speyside Partners, an investment banking firm that he co-founded in 2017, and he also serves on other public and private company boards and in executive positions for various private companies. Mr. Pully has served as Chairman of the Board of Enzo Biochem, Inc. (NYSE: ENZ), a biomedical research and development company since October 2023, and in the last five years has also served on the following public company boards: Bellatrix Exploration, Goodrich Petroleum Corporation, Harvest Oil and Gas, Titan Energy and VAALCO Energy. Earlier in his career, Mr. Pully worked in the hedge fund industry, as an investment banker, and as an attorney. He is a Chartered Financial Analyst and is licensed as a Certified Public Accountant in the State of Texas and a member of the State Bar of Texas.

We believe that Mr. Pully possesses attributes that qualify him to serve as a member of our Board, including his experience as a public company director, his financial and legal expertise, and experience serving in various executive leadership roles.

Michael Quartieri has served as a director of the Company since April 16, 2024. He has been the Senior Vice President and Chief Financial Officer of Dave & Buster’s Entertainment, Inc. (NASDAQ: PLAY) since January 2022 and will retire from such positions effective as of April 30, 2024. Mr. Quartieri served as Executive Vice President, Chief Financial Officer and Secretary of LiveOne, Inc. (NASDAQ: LVO) from November 2020 until December 2021. He served as Executive Vice President, Chief Financial Officer, Treasurer and Secretary at Scientific Games Corporation from November 2015 until June 2020. Mr. Quartieri held various positions at Las Vegas Sands, Corp. (NYSE: LVS) from October 2006 until November 2015, including Senior Vice President, Chief Accounting Officer and Global Controller. He previously spent thirteen years in various positions at Deloitte & Touche. He has served on the board of directors of Gambling.com Group (NASDAQ: GAMB) since July 2022. Mr. Quartieri holds a B.S. Accounting and a M. Acc. from the University of Southern California and maintains a CPA certificate from the State of California.

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We believe Mr. Quartieri possesses attributes that qualify him to serve as a member of our Board, including his leadership and accounting experience at numerous public companies, and his financial expertise.

Mark Tkach has served as a director of the Company since December 21, 2023. He served as our Interim Chief Executive Officer and on our Board from June 16, 2023 until November 1, 2023, at which time he became a Board observer. Mr. Tkach previously served as a director and as an executive officer of the Company from August 2021 until February 2022. Mr. Tkach also serves as a consultant for Coulter Management Group, LLLP, a business that manages auto dealerships and investments in real estate. Before joining the Company, Mr. Tkach served as a co-founder of RideNow and oversaw its strategic growth from 1989 until it was acquired by the Company in August of 2021. Mr. Tkach has over 40 years of experience in powersports operations.

We believe that Mr. Tkach possesses attributes that qualify him to serve as a member of our Board, including his extensive experience in the powersports and automotive sales industries.

Vote Required and Board Recommendation

In accordance with the Company’s Amended and Restated Bylaws and Nevada law, the vote required to elect each director is a plurality of the votes cast. The Board recommends that you vote “FOR” the election of all director nominees.

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CORPORATE GOVERNANCE

Corporate Governance Principles and Code of Ethics

Our Board is committed to sound corporate governance principles and practices. Our Board’s core principles of corporate governance are set forth in our Corporate Governance Principles. In order to clearly set forth our commitment to conduct our operations in accordance with our high standards of business ethics and applicable laws and regulations, our Board also adopted a Code of Business Conduct and Ethics, which is applicable to all directors, officers, and employees. A copy of the Code of Business Conduct and Ethics and the Corporate Governance Principles is available under the Investors tab of our website at www.rumbleon.com. You also may obtain without charge a printed copy of the Code of Business Conduct and Ethics and Corporate Governance Principles by sending a written request to: Investor Relations, RumbleOn, Inc., 901 W. Walnut Hill Lane, Suite 110A, Irving, Texas 75038.

Board of Directors

The business and affairs of our Company are managed by or under the direction of the Board. The Board is currently composed of seven members. Our Amended and Restated Bylaws require that we have an independent Chairman of the Board.

The Board held twenty-eight meetings and took ten actions by unanimous written consent during the year ended December 31, 2023. In 2023, each person serving as a director attended at least 75% of the total number of meetings of our Board and any Board committee on which he or she served.

Our directors are expected to attend our Annual Meeting. Any director who is unable to attend our Annual Meeting is expected to notify the Chairman in advance of the Annual Meeting. All of our directors serving at the time of the 2023 Annual Meeting of Shareholders were in attendance.

Board Committees

Pursuant to our Amended and Restated Bylaws, our Board may designate one or more committees, each consisting of one or more directors, and delegate all the authority of the Board to any such committee, except with regard to certain actions described in the Amended and Restated Bylaws, including those requiring shareholder approval under Nevada law.

Our Board has established three separately designated standing committees to assist the Board in discharging its responsibilities: the Audit Committee, the Compensation Committee, and the N&CG Committee. The charters for the Audit Committee, the Compensation Committee, and the N&CG Committee set forth the scope of the responsibilities of that committee. The Board will assess the effectiveness and contribution of each committee on an annual basis. These charters are available at www.rumbleon.com, and you may obtain a printed copy of any of these charters by sending a written request to: Investor Relations, RumbleOn, Inc., 901 W. Walnut Hill Lane, Suite 110A, Irving, Texas 75038.

In addition, the Board may establish special committees. In June 2023, our Board established the Executive Transition Committee to oversee the recruitment of a permanent chief executive officer. On August 8, 2023, the Board established a Special Committee in connection with the consideration and approval of the Rights Offering and Standby Purchase Agreement.

Audit Committee.

We have a separately designated standing Audit Committee established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The current members of the Audit Committee are Steven Pully (chair), Mark Cohen and Rebecca Polak. Melvin Flanigan served on our Audit Committee from June 15, 2023 through April 8, 2024. Kevin Westfall served on our Audit Committee through December 21, 2023. Michael Marchlik and Shin Lee served on our Audit Committee through June 15, 2023. Denmar Dixon served on the Audit Committee through January 18, 2023. The Board has determined that Steven Pully is an “audit committee financial expert,” as defined in Item 407 of Regulation S-K.

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The primary function of the Audit Committee is to assist the Board in fulfilling its responsibilities by overseeing our accounting and financial processes and the audits of our financial statements. The independent auditor is ultimately accountable to the Audit Committee, as representative of the shareholders. The Audit Committee has the ultimate authority and direct responsibility for the selection, appointment, compensation, retention, and oversight of the work for which our independent auditor is engaged for the purpose of preparing and issuing an audit report or performing other audit, review or attest services for us (including the resolution of disagreements between management and the independent auditors regarding financial reporting), and the independent auditor must report directly to the Audit Committee. The Audit Committee also is responsible for the review of proposed transactions between us and related parties. A complete description of the Audit Committee’s responsibilities is included in its charter, which is available at www.rumbleon.com.

The Audit Committee held nine meetings and took one action by unanimous written consent during the year ended December 31, 2023. Mark Cohen was appointed to the Audit Committee on April 16, 2024 and therefore did not participate in any Audit Committee meetings during the fiscal year ended December 31, 2023.

Compensation Committee.

The current members of the Compensation Committee are Rebecca Polak (chair), Mark Cohen and Steven Pully. Melvin Flanigan served on our Compensation Committee from June 15, 2023 through April 8, 2024. Kevin Westfall served on our Compensation Committee from July 14, 2023 through December 21, 2023. Adam Alexander, Shin Lee and Michael Marchlik served on our Compensation Committee through June 15, 2023. The Compensation Committee was established to, among other things, administer and approve all elements of compensation and awards for our executive officers. The Compensation Committee has the responsibility to review and approve the business goals and objectives relevant to each executive officer’s compensation, evaluate individual performance of each executive in light of those goals and objectives, and determine and approve each executive’s compensation based on this evaluation. A complete description of the Compensation Committee’s responsibilities is included in its charter, which is available at www.rumbleon.com.

The Compensation Committee held five meetings and took two actions by unanimous written consent during the year ended December 31, 2023. Steven Pully was appointed to the Compensation Committee on April 16, 2024 and previously served on the Compensation Committee from June 15, 2023 through July 14, 2023.

Nominating and Corporate Governance Committee.

The current members of the N&CG Committee are Mark Cohen (Chair) and Rebecca Polak. Melvin Flanigan served on our N&CG Committee from June 15, 2023 through April 8, 2024. Shin Lee served on our N&CG Committee through July 29, 2023. Adam Alexander and Kevin Westfall served on our N&CG Committee through June 15, 2023. Denmar Dixon served on the N&CG Committee through January 18, 2023. The N&CG Committee is responsible for identifying individuals qualified to become members of the Board or any committee thereof, recommending nominees for election as directors at each annual shareholder meeting, recommending candidates to fill any vacancies on the Board or any committee thereof, and overseeing the evaluation of the Board. A complete description of the N&CG Committee’s responsibilities is included in its charter, which is available at www.rumbleon.com.

The N&CG Committee held five meetings and took two actions by unanimous written consent during the year ended December 31, 2022. Mark Cohen was appointed to the N&CG Committee on April 16, 2024 and therefore did not participate in any N&CG Committee meetings during the fiscal year ended December 31, 2023.

Executive Transition Committee.

The members of the Executive Transition Committee were Mark Tkach (chair), Steve Pully, Kevin Westfall, Bill Coulter (non-voting until he was elected to the Board), Shin Lee and Rebecca Polak. The Executive Transition Committee was established to oversee the recruitment of a permanent chief executive officer, including evaluating and recommending candidates for the Board’s consideration and approval. The Committee’s work concluded after Mike Kennedy was hired as Chief Executive Officer effective as of November 1, 2023.

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Special Committee.

The members of the Special Committee were Melvin Flanigan, Rebecca Polak and Kevin Westfall. The Special Committee was established in connection with the consideration and approval of the Rights Offering and Standby Purchase Agreement. The Special Committee’s work concluded after the completion of the Rights Offering in December 2023.

Board Leadership

Our Amended and Restated Bylaws require that we have an independent Chairman of the Board to preside over all meetings of the Board of Directors and shareholders. Steven Pully, an independent director, serves as our Chairman.

Board Oversight of Enterprise Risk

The Board is actively involved in the oversight and management of risks that could affect the Company. This oversight and management is conducted primarily through the committees of the Board identified above, but the full Board has retained responsibility for general oversight of risks and for cybersecurity risks. Senior leadership regularly briefs our Board on our cybersecurity and information security posture and our Board is apprised of cybersecurity incidents deemed to have a moderate or higher business impact, even if immaterial to us. The Audit Committee is primarily responsible for overseeing the risk management function, specifically with respect to management’s assessment of internal controls. The other committees of the Board consider the risks within their areas of responsibility. The Board satisfies its oversight responsibility through full reports by each committee chair regarding the committee’s considerations and actions, as well as through regular reports directly from officers responsible for oversight of particular risks within the Company.

Director Independence

Our Board has determined that Mark Cohen, Rebecca Polak, Michael Quartieri, and Steven Pully qualify as “independent” directors in accordance with the listing requirements of NASDAQ. The NASDAQ independence definition includes a series of objective tests regarding a director’s independence and requires that the Board make an affirmative determination that a director has no relationship with us that would interfere with such director’s exercise of independent judgment in carrying out the responsibilities of a director. There are no family relationships among any of our directors or executive officers.

Communications with the Company and the Board

Shareholders may communicate with the Company through its Investor Relations Department by writing to Investor Relations, RumbleOn, Inc., 901 W. Walnut Hill Lane, Suite 110A, Irving, Texas 75038.

Shareholders interested in communicating with our Board, any Board committee, any individual director, or any group of directors (such as our independent directors) should send written correspondence to RumbleOn, Inc. Board of Directors, Attn: Secretary, 901 W. Walnut Hill Lane, Suite 110A, Irving, Texas 75038.

Shareholder Proposals for Next Year’s Annual Meeting

Any shareholder who wishes to present a proposal for action at our next Annual Meeting of Shareholders, or to nominate a director candidate for our Board, must submit such proposal or nomination in writing to our Corporate Secretary at RumbleOn, Inc., 901 W. Walnut Hill Lane, Suite 110A, Irving, Texas 75038. Shareholders interested in submitting a proposal for inclusion in our Proxy Statement for the 2025 Annual Meeting of Shareholders may do so by following the procedures prescribed in U.S. Securities and Exchange Commission (the “SEC”) Rule 14a-8. To be eligible for inclusion, shareholder proposals pursuant to SEC Rule 14a-8 must be received by our Corporate Secretary at RumbleOn, Inc., 901 W. Walnut Hill Lane, Suite 110A, Irving, Texas 75038 no later than December 25, 2024. These requirements are separate from the requirements set forth in our Amended and Restated Bylaws for proposals submitted outside of the Rule 14a-8 process. Our Amended and Restated Bylaws establish advance notice

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procedures with regard to director nominations and shareholder proposals that are not submitted for inclusion in our Proxy Statement, but that a shareholder instead wishes to present directly at an annual meeting. To be eligible to present a proposal or nomination at the 2025 Annual Meeting of Shareholders, such proposal or nomination must be properly submitted to us as set forth in our Amended and Restated Bylaws and not earlier than February 4, 2025 nor later than March 6, 2025.

Additionally, to comply with the SEC’s universal proxy rules, shareholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act, including a statement that such person intends to solicit the holders of shares representing at least 67% of the voting power of the Company’s shares entitled to vote in the election of directors in support of director nominees other than the Company’s nominees, not earlier than February 6, 2025 nor later than March 8, 2025. Shareholders should review the specific procedures set forth in the Amended and Restated Bylaws and SEC Rule 14a-19 regarding the exact information required.

Clawback Policy

In accordance with SEC and Nasdaq requirements, we have adopted a compensation clawback policy regarding the mandatory recovery of certain forms of executive compensation in the case of accounting restatements resulting from a material error in our financial statements or material non-compliance with financial reporting requirements under the federal securities laws.

Delivery of Documents to Shareholders

Pursuant to the rules of the SEC, the Company and services that it employs to deliver communications to its shareholders are permitted to deliver to two or more shareholders sharing the same mailing address a single copy of the Proxy Statement. Upon written or oral request, the Company will deliver a separate copy of the Proxy Statement to any shareholder at a shared mailing address who wishes to receive separate copies of such documents in the future. Shareholders receiving multiple copies of such documents may likewise request that the Company deliver single copies of such documents in the future. Shareholders may notify the Company of their requests by calling or directing a written request to: Investor Relations RumbleOn, Inc., 901 W. Walnut Hill Lane, Suite 110A, Irving, Texas 75038, (214) 771-9952.

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EXECUTIVE COMPENSATION

Executive and Director Compensation

Summary Compensation Table

As a smaller reporting company, our named executive officers include all individuals who served as a principal executive officer during the year ended December 31, 2023 (“PEOs”), (ii) the two other highest paid executive officers for the year ended December 31, 2023 who were serving as executive officers at December 31, 2023, and (iii) up to two additional individuals who would have been one of the two highest paid executive officers for the year ended December 31, 2023 but for the fact that they were not serving as executive officers at December 31, 2023 (“NEOs”). The following table provides the compensation paid to our NEOs for the years ended December 31, 2023 and December 31, 2022, as applicable.

Name and Principal Position	Fiscal Year	Salary		Bonus		Stock Awards(1)		Option Awards(2)		All Other Compensation			Total
Michael Kennedy	2023	$	76,731	$	—			$	3,590,000	$	—		$	3,666,731
Chief Executive Officer(3)
Mark Tkach	2023	$	352,692	$	—	$	464,550		—	$	24,238	(5)	$	841,480
Former Interim Chief Executive Officer(4)
Marshall Chesrown	2023	$	508,846	$	153,125	$	1,637,999		—	$	—		$	2,299,970
Former Chief Executive Officer(6)	2022	$	696,154	$	658,282	$	2,099,969		—	$	—		$	3,454,405
Blake Lawson	2023	$	343,654	$	183,375	$	467,398		—	$	—		$	994,427
Chief Financial Officer(7)	2022	$	272,308	$	130,502	$	51,979		—	$	—		$	454,789
Michael Francis	2023	$	250,962	$	81,563	$	526,503		—	$	504,155	(9)	$	1,363,183
Former General Counsel & Chief Legal Officer(8)	2022	$	450,000	$	386,719	$	674,983		—	$	—		$	1,511,702
Peter Levy	2023	$	186,538	$	109,375	$	1,170,003		—	$	3,438,115	(11)	$	4,904,031
Former President and Chief Operating Officer(10)	2022	$	500,000	$	554,845	$	1,499,973		—	$	—		$	2,554,818

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(1) Stock awards reflect the grant date fair value of restricted stock units (“RSUs”) determined pursuant to FASB ASC Topic 718 awarded during the calendar year. See Executive Employment Agreements and Other Arrangements for further details on vesting.

(2) Option Awards reflect the grant date fair value of stock options determined pursuant to FASB ASC Topic 718 awarded during the calendar year. See Executive Employment Agreements and Other Arrangements for further details on vesting.

(3) Mr. Kennedy was appointed Chief Executive Officer effective November 1, 2023.

(4) Mr. Tkach was appointed Interim Chief Executive Officer on June 16, 2023, and served until November 1, 2023.

(5) Mr. Tkach received $24,238 related to a payout of unused PTO benefits.

(6) Mr. Chesrown resigned as Chief Executive Officer effective June 15, 2023.

(7) Mr. Lawson was named Chief Financial Officer effective January 19, 2023.

(8) Mr. Francis resigned as General Counsel and Chief Legal Officer effective July 14, 2023.

(9) Mr. Francis received $25,962 related to a payout of unused PTO benefits, $450,000 as severance benefits and $28,193 of other termination related compensation. See Executive Employment Agreements and Other Arrangements for further details.

(10) Mr. Levy resigned as President, Chief Operating Officer and director effective May 9, 2023.

(11) In connection with his separation, Mr. Levy received $63,115 related to a payout of unused PTO benefits, and severance of $3,375,000, as determined under the Levy Employment Agreement. A portion of the award was paid to him during 2023. The remainder was placed in a rabbi trust for the benefit of Mr. Levy, to be distributed in accordance with the terms of the Release Agreement. See Executive Employment Agreements and Other Arrangements for further details.

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Outstanding Equity Awards at Fiscal Year End

The following table sets forth the outstanding equity awards held by our NEOs as of December 31, 2023.

Name	Number of Securities Underlying Unexercised Options (#) Exercisable	Number of Securities Underlying Unexercised Options (#) Unexercisable		Option Exercise Price ($)	Option Expiration Date	Number of Shares or Units of Stock that Have Not Vested (#)		Market Value of Shares or Units of Stock That Have Not Vested ($)(1)
Michael Kennedy	—	825,000	(2)	5.85	12/13/2038	—			—
Blake Lawson	—	—				28,864	(3)	$	234,953
Michael Francis	—	—				9,413	(4)	$	76,622

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(1) Determined by multiplying the closing price of the Company’s Class B common stock on December 29, 2023, $8.14, by the number of shares of Class B common stock underlying the RSUs.

(2) On December 13, 2023, Mr. Kennedy was granted 825,000 options. These options vest when the minimum closing price of the Company’s Class B common stock remains at or above the minimum closing price for at least 30 consecutive trading days (“Target”), subject to his continuous employment and the other terms of the grant. Vesting at each applicable Target is as follows: 125,000 at $12; 175,000 at $17; 200,000 at $22; 225,000 at $35; and 100,000 at $40. The award was granted outside of the RumbleOn, Inc. 2017 Stock Incentive Plan, as amended (the “Plan”) as an inducement to Mr. Kennedy’s entry into employment and approved by the Compensation Committee of the Board, in accordance with Nasdaq Listing Rule 5635(c)(4).

(3) On February 2, 2023, Mr. Lawson was granted an annual equity grant of 31,818 RSUs, which vest in twelve equal quarterly installments beginning May 2, 2023. On March 23, 2023, Mr. Lawson was granted 20,000 RSUs in connection with his promotion to Chief Financial Officer, which vested in four equal quarterly installments beginning on April 1, 2023.

(4) On February 2, 2023, Mr. Francis was granted an annual equity grant of 61,364 RSUs. In connection with the Francis Separation Agreement, 85% of his unvested shares vested on July 15, 2023, and the remaining 15% (which is reported in the table above) vest upon completion of an advisory period which concludes on July 31, 2024, or earlier, pursuant to the Francis Advisor Agreement.

Executive Employment Agreements and Other Arrangements

Current Principal Executive Officer

Michael Kennedy

The Company entered into an employment agreement with Mr. Kennedy, in connection with his appointment as Chief Executive Officer of the Company (the “Kennedy Employment Agreement”) effective as of November 1, 2023. Pursuant to the Kennedy Employment Agreement, Mr. Kennedy is entitled to (i) an annual base salary of $525,000, (ii) discretionary annual performance-based bonus compensation with a target of up to 100% of his annual base salary, (iii) discretionary, performance-based bonus compensation for the fourth quarter of 2023 based on performance targets for the Chief Financial Officer, pro-rated for service performed during the fourth quarter of 2023, and (iv) a one-time grant of performance-based stock options to purchase 825,000 shares of the Company’s Class B common stock (the “Performance Option Award”) at an exercise price equal to the closing price of the Company’s Class B common stock on the day before the date of the grant. The Company and Mr. Kennedy entered into an Option Award Agreement on December 13, 2023 reflecting the exercise price of $5.85 per share for the Performance Option Award. These options vest when the minimum closing price of the Company’s Class B common stock remains at or above the minimum closing price for at least 30 consecutive trading days (“Target”), subject to his continuous employment and the other terms of the grant. Vesting at each applicable Target is as follows: 125,000 at $12; 175,000 at $17; 200,000 at $22; 225,000 at $35; and 100,000 at $40. The options must vest no later than the fifth anniversary of the grant date and vested options must be exercised within ten years of the grant date.

Pursuant to the terms of the Kennedy Employment Agreement, in the event Mr. Kennedy’s employment is terminated by the Company without “Cause” or if Mr. Kennedy resigns for “Good Reason”, as such terms are defined in the Kennedy Employment Agreement, Mr. Kennedy will be entitled to receive cash severance benefits that consist of twelve months of continued base salary and twelve months of Company paid COBRA continuation coverage. In the

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event Mr. Kennedy’s employment is terminated by the Company with “Cause,” Mr. Kennedy’s resigns without “Good Reason”, or due to Mr. Kennedy’s death or disability, Mr. Kennedy will be entitled to receive “Accrued Obligations”, as such term is defined in the Kennedy Employment Agreement.

The Kennedy Employment Agreement also includes certain restrictive covenants, including non-competition, non-solicitation, and confidentiality.

Former Principal Executive Officers

Mark Tkach

On June 16, 2023, the Company entered into a binding term sheet with Mr. Tkach for his service as Interim Chief Executive Officer (the “Tkach Employment Term Sheet”). The Tkach Employment Term Sheet had an initial term of six months and could be extended by mutual agreement between the Company and Mr. Tkach. Mr. Tkach resigned as Interim Chief Executive Officer in connection with Mr. Kennedy’s commencement of employment as Chief Executive Officer on November 1, 2023.

Pursuant to the Tkach Employment Term Sheet, Mr. Tkach received an annualized salary of $700,000, prorated for the period of time employed as Interim Chief Executive Officer. Mr. Tkach also was eligible to receive a grant of RSUs with a grant date fair value equal to $500,000 upon the filing of the Company’s earnings for the quarter ended June 30, 2023 (the “Tkach Bonus RSUs”) and he received a grant of 61,125 RSUs on September 1, 2023. The Tkach Bonus RSUs vested 50% on September 16, 2023 and the remaining 50% vested on December 16, 2023.

Marshall Chesrown

On August 31, 2021, the Company entered into an employment agreement with Mr. Chesrown, in connection with his service as Chief Executive Officer of the Company (the “Chesrown Employment Agreement”). The Chesrown Employment Agreement had a three-year term and automatically renewed each month unless the Company or Mr. Chesrown provided the other party written notice at least fifteen days prior to the applicable date of renewal or unless terminated earlier pursuant to the terms of the Chesrown Employment Agreement. Pursuant to the Chesrown Employment Agreement, Mr. Chesrown received an annual salary of $500,000. On March 17, 2022, the Compensation Committee approved an increase in Mr. Chesrown’s salary to $700,000 annually, effective January 1, 2022.

Pursuant to the Chesrown Employment Agreement, Mr. Chesrown was eligible for annual cash bonuses of up to 125% of his base salary, upon achievement of the performance metrics adopted by the Board or the Compensation Committee.

The Company had the right to terminate the Chesrown Employment Agreement and Mr. Chesrown’s employment at any time during the term for “Cause,” as such term is defined in the Chesrown Employment Agreement. Also, the Company had the right to terminate the Chesrown Employment Agreement and Mr. Chesrown’s employment at any time without Cause. Mr. Chesrown had the right to terminate his employment and the Chesrown Employment Agreement for “Good Reason,” as such term is defined in the Chesrown Employment Agreement. Also, Mr. Chesrown had the right to terminate his employment and the Chesrown Employment Agreement for any reason or without reason; provided he gave the Company at least thirty (30) days’ prior written notice. In the event the Company terminated Mr. Chesrown for Cause or Mr. Chesrown terminated his employment without Good Reason, the Chesrown Employment Agreement provided for payment to Mr. Chesrown of the “Accrued Obligations,” as such term is defined in the Chesrown Employment Agreement.

In the event the Company terminated the Chesrown Employment Agreement without Cause or if Mr. Chesrown terminated the Chesrown Employment Agreement for Good Reason, the Chesrown Employment Agreement provided for payment to Mr. Chesrown of the Accrued Obligations and the “Termination Compensation,” as such term is defined in the Chesrown Employment Agreement. Upon termination of the Chesrown Employment Agreement due to Mr. Chesrown’s death or disability, the Company was required to pay, in the case of death, to Mr. Chesrown’s estate, all “Accrued Obligations” and “Termination Compensation”, as if the employee had been terminated by the Company without Cause, and in the case of disability, to Mr. Chesrown, all Accrued Obligations and Termination Compensation as if he had been terminated by the Company without Cause, subject to reduction by the amount of any disability insurance proceeds paid to or on behalf of employee.

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Pursuant to the Chesrown Employment Agreement or individual equity award agreements, all equity benefits granted to Mr. Chesrown were to vest immediately upon: (i) a “Change of Control,” as such term is defined in the Chesrown Employment Agreement, (ii) a termination of Mr. Chesrown’s employment by the Company without Cause, (iii) a termination of employment by Mr. Chesrown for Good Reason, or (iv) Mr. Chesrown’s death or disability.

The Chesrown Employment Agreement also includes certain restrictive covenants, including non-competition, non-solicitation, and confidentiality.

On June 11, 2023, Mr. Chesrown provided the Board notice of his resignation as Chief Executive Officer of the Company, which was effective on June 15, 2023. Mr. Chesrown has expressed his disagreement with several corporate governance, disclosure and other actions taken by the Company, the Board and certain of its members, and indicated his intent to pursue legal claims. The Company disagrees with the characterization of the allegations and assertions. The Company and Mr. Chesrown conducted a pre-suit mediation in October 2023, as required by the Chesrown Employment Agreement, but did not resolve the matter. On March 13, 2024, Mr. Chesrown filed suit against the Company in Delaware Superior Court for his asserted claims. He is seeking, among other things, a declaratory judgment that he resigned for Good Reason under the Chesrown Employment Agreement. As of the date of this Proxy Statement, this matter remains outstanding and the Company has not made any payments to Mr. Chesrown pursuant to the Chesrown Employment Agreement.

Current Other Named Executive Officers

Blake Lawson

On January 19, 2023, the Company entered into an employment agreement with Mr. Lawson in connection with his promotion to Chief Financial Officer (the “Lawson Employment Agreement”). The Lawson Employment Agreement has an initial term of two years. Beginning thirty days before the expiration date, the Compensation Committee will determine whether to renew the Lawson Employment Agreement. Pursuant to the Lawson Employment Agreement, Mr. Lawson is entitled to receive an annual salary of $350,000 and is eligible to receive an annual cash bonus of up to 100% of his base salary, subject to the achievement of the performance metrics adopted by the Board or the Compensation Committee. Pursuant to the Lawson Employment Agreement, all outstanding RSUs held by Mr. Lawson prior to his promotion to Chief Financial Officer immediately vested on January 19, 2023 and Mr. Lawson received a signing bonus of 20,000 RSUs (“Signing Grant”). The Signing Grant was made on March 23, 2023 and vested in equal quarterly installments beginning on April 1, 2023 over one year.

Mr. Lawson is eligible to receive an annual grant of RSUs having a value equal to one time his annual base salary (“Annual Grants”). The Annual Grants will vest in equal quarterly installments over three years.

Pursuant to the terms of the Lawson Employment Agreement, in the event Mr. Lawson’s employment is terminated by the Company without “Cause” or if Mr. Lawson resigns for “Good Reason”, Mr. Lawson will be entitled to receive “Termination Compensation” and “Accrued Obligations”, as such terms are defined in the Lawson Employment Agreement. Upon termination of the Lawson Employment Agreement due to Mr. Lawson’s death or disability, the Company shall pay, in the case of death, to Mr. Lawson’s estate, all “Accrued Obligations” and “Termination Compensation,” as such terms are defined in the Lawson Employment Agreement, as if Mr. Lawson had been terminated by the Company without Cause, and in the case of disability, to Mr. Lawson, all Accrued Obligations and Termination Compensation as if he had been terminated by the Company without Cause, subject to reduction by the amount of any disability insurance proceeds paid to or on behalf of employee. In the event Mr. Lawson’s employment is terminated by the Company with “Cause” or Mr. Lawson resigns without “Good Reason”, Mr. Lawson will only be entitled to receive Accrued Obligations.

Pursuant to the Lawson Employment Agreement or individual equity award agreements, all equity benefits granted to Mr. Lawson shall vest immediately upon: (i) a “Change of Control,” as such term is defined in the Lawson Employment Agreement, (ii) a termination of Mr. Lawson’s employment by the Company without Cause, (iii) a termination of employment by Mr. Lawson for Good Reason, or (iv) Mr. Lawson’s death or disability.

The Lawson Employment Agreement also includes certain restrictive covenants, including non-competition, non-solicitation, and confidentiality.

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Former Other Named Executive Officers

Michael Francis

On August 31, 2021, the Company entered into an employment agreement with Mr. Francis for his service as Chief Legal Officer (the “Francis Employment Agreement”). Mr. Francis’s service as the Company’s Chief Legal Officer ended on July 15, 2023 and the Company and Mr. Francis entered into a separation agreement (the “Francis Separation Agreement”). Pursuant to the Francis Separation Agreement, Mr. Francis was entitled to receive (i) the “Accrued Obligations”, as defined in the Francis Employment Agreement, (ii) a severance payment equal to $450,000, (iii) vesting of 85% of all outstanding RSUs, (iv) continuing COBRA coverage and (iv) a payment equal to $25,000 for expenses. The Francis Separation Agreement also included a general release of claims by Mr. Francis and a limited release of claims by the Company. The Francis Employment Agreement also included certain restrictive covenants, including non-competition, non-solicitation, and confidentiality that Mr. Francis agreed to continue to be bound by in the Francis Separation Agreement.

In addition, the Company and Mr. Francis entered into a special advisor agreement on July 15, 2023 (the “Francis Advisor Agreement’). Pursuant to the Francis Advisor Agreement, Mr. Francis agreed to provide certain services as an independent contractor from August 1, 2023 through July 31, 2024, unless the term is earlier terminated by either party on ten days’ written notice. The vesting of the remaining RSUs held by Mr. Francis will vest upon the earlier of July 31, 2024 or the termination of the Francis Advisor Agreement.

Peter Levy

On August 31, 2021, the Company entered into an employment agreement with Mr. Levy, in connection with his service as President of the Company (the “Levy Employment Agreement”). The Levy Employment Agreement had an initial three-year term and could be renewed from time to time. Pursuant to the Levy Employment Agreement Mr. Levy received an annual salary of $500,000 and was eligible for an annual cash bonus of up to 125% of his base salary, subject to achievement of the performance metrics adopted by the Board or the Compensation Committee. Mr. Levy received an initial grant of 30,000 RSUs under the Plan.

The Levy Employment Agreement also includes certain restrictive covenants, including non-competition, non-solicitation, and confidentiality.

Mr. Levy’s service as the Company’s President and Chief Operating Officer ended on May 9, 2023. In connection with his separation and in consideration for Mr. Levy’s resignation from the Board, the Company and Mr. Levy entered into a Release Agreement, dated May 9, 2023 (the “Release Agreement”). Pursuant to the Release Agreement, among other things, the Company agreed, subject to the requirements of Section 409A of the Code, to (i) accelerate a portion of the severance payments to which Mr. Levy was entitled to under Section 5(e) of the Levy Employment Agreement, (ii) place the remainder of the severance payments to which Mr. Levy was entitled in a rabbi trust for the benefit of Mr. Levy, (iii) confirm certain post-termination obligations under the Levy Employment Agreement, (iv) include a general release of claims by Mr. Levy and (v) include a limited release of claims by the Company. The severance payments to be contributed by the Company to the rabbi trust will be held subject to the claims of the Company’s creditors in the event of the Company’s insolvency, until paid to Mr. Levy and his beneficiaries.

Director Compensation

Non-employee directors receive an annual cash retainer of $65,000 and an annual award of $100,000 in RSUs priced at the grant date fair value. Committee chairs and members receive additional cash retainers as follows.

Committee	Chair		Member
Audit Committee	$	20,000	$	10,000
Compensation Committee	$	15,000	$	7,500
N&CG Committee	$	10,000	$	5,000

In addition, each member of the Special Committee received an additional cash retainer of $10,000 in 2023.

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The following table summarizes the compensation paid to our directors for the year ended December 31, 2023.

Name	Fees Earned in Cash		Stock Awards(1)		All Other Compensation(2)		Total
Adam Alexander(3)	$	63,250	$	—	$	—	$	63,250
William Coulter(4)	$	30,153	$	92,910	$	—	$

SEC Form DEF 14A filed by RumbleOn Inc.