Form 4: RumbleOn COO Cameron Tkach Receives Significant Equity Compensation Package

RumbleOn, Inc.'s Executive Vice President and Chief Operating Officer, Cameron Tkach, was granted 310,000 shares of Class B Common Stock through restricted stock units and performance units as part of his employment agreement.

Summary

• Cameron Tkach, Executive Vice President and COO of RumbleOn, Inc. (RMBL), acquired 310,000 shares of Class B Common Stock on June 4, 2025, through equity grants.
• The grants include 190,000 time-based Restricted Stock Units (RSUs) and 120,000 Performance Units (PSUs).
• The RSUs will vest in three substantially equal installments on the anniversary of his Commencement Date (January 13, 2025) in 2026, 2027, and 2028, contingent on his continued service.
• The PSUs will vest based on the achievement of specific minimum closing stock prices for 20 consecutive trading days: 40,000 PSUs at $11, 40,000 PSUs at $17, and 40,000 PSUs at $23, also subject to continued service.
• Following these transactions, Cameron Tkach beneficially owns a total of 391,677 shares of Class B Common Stock, which includes 206,289 unvested RSUs and 134,205 unearned PSUs.
• The grants were made pursuant to his COO Employment Agreement, effective January 24, 2025, and the Company's 2017 Stock Incentive Plan.

Sentiment

Score: 7

Explanation: The document reports a routine executive compensation grant, which is generally positive for aligning management incentives with shareholder interests and executive retention. It does not contain information that would significantly alter the company's financial outlook or operations, hence a moderately positive score.

Positives

• The equity grants align the Executive Vice President and COO's long-term incentives with shareholder value, as a significant portion of his compensation is tied to the company's stock performance and continued service.
• The performance-based vesting conditions for PSUs provide a direct incentive for management to drive stock price appreciation, benefiting shareholders.
• The time-based RSUs contribute to executive retention by requiring continued service over several years for full vesting.

Negatives

• No direct negatives are identified in this Form 4 filing, as it primarily reports a routine executive compensation grant.

Risks

• The vesting of the 120,000 Performance Units (PSUs) is contingent on RumbleOn's stock price reaching specific targets ($11, $17, $23), meaning the full value of these units is not guaranteed if the stock price does not perform as expected.
• Both the Restricted Stock Units (RSUs) and Performance Units (PSUs) are subject to Cameron Tkach's continued service with the Company, posing a risk of forfeiture if his employment terminates before vesting dates.

Future Outlook

The future outlook involves the potential vesting of 190,000 RSUs over the next three years (2026, 2027, 2028) and the earning of 120,000 PSUs if RumbleOn's stock price achieves the specified targets of $11, $17, and $23 for 20 consecutive trading days.

Management Comments

• The grants were made 'Pursuant to the Reporting Person's appointment as COO effective as of January 13, 2025' and 'Pursuant to the COO Employment Agreement and the Company's 2017 Stock Incentive Plan, as amended'.

Industry Context

Equity compensation, including restricted stock units and performance units, is a standard practice in executive compensation across various industries. It is commonly used to attract, retain, and incentivize key management personnel by aligning their financial interests with the long-term performance of the company and its stock price.

Comparison to Industry Standards

• The use of both time-based RSUs and performance-based PSUs is a common structure in executive compensation packages, reflecting a balanced approach to retention and performance incentives.
• While the specific number of shares granted (310,000) and the stock price targets for PSUs are company-specific, the overall mechanism of tying executive compensation to stock performance and continued service is consistent with industry best practices for publicly traded companies.

Management Changes

Corporate Governance

Related Party Transactions

• The equity grants to Cameron Tkach, an executive officer, constitute a related party transaction, which is a standard form of compensation for key management personnel.

Stakeholder Impact

• Shareholders: The equity grants aim to align executive interests with shareholder value creation through stock price performance and long-term commitment.
• Employees: The compensation structure for a senior executive may influence overall company compensation philosophy and morale.
• Management: Provides significant long-term incentives and compensation for the Executive Vice President and COO.

Next Steps

• Monitoring the vesting of the 190,000 RSUs on the anniversary of the Commencement Date in 2026, 2027, and 2028.
• Observing RumbleOn's stock price performance to determine if the $11, $17, and $23 targets for the 120,000 PSUs are achieved.

Key Dates

Keywords

RumbleOn, RMBL, Cameron Tkach, SEC Form 4, equity compensation, restricted stock units, performance units, COO, executive compensation, stock grant, insider transaction