Form 4: RumbleOn Executive Receives Stock Grants Under Incentive Plan

Brandy L. Treadway, Chief Legal Officer of RumbleOn, Inc., was granted restricted stock units (RSUs) and performance-based restricted stock units (PSUs) on March 19, 2024, under the company's 2017 Stock Incentive Plan.

Summary

• On March 19, 2024, Brandy L. Treadway, Chief Legal Officer of RumbleOn, Inc., received grants of restricted stock units (RSUs) and performance-based restricted stock units (PSUs).
• The RSU grant consisted of 12,429 units, vesting ratably over three years, contingent upon continued employment.
• The PSU grant consisted of 37,287 units, vesting in thirds (12,429 PSUs each) upon the stock price reaching and maintaining specific targets ($12, $17, and $22) for 30 consecutive trading days, also contingent upon continued employment.
• Both grants were made under the 2017 Stock Incentive Plan, as amended, and are based on the share price of RMBL Class B Common Stock at the conclusion of the second trading day following the Company's release of earnings for Q4 2023.
• Each RSU and PSU represents a contingent right to receive one share of RMBL Class B Common Stock.

Sentiment

Score: 7

Explanation: The document reflects a standard executive compensation practice, which is generally viewed neutrally to positively as it aligns management interests with shareholders. The use of performance-based incentives is a positive sign.

Positives

• The grants of RSUs and PSUs align the executive's interests with those of the shareholders, incentivizing performance and retention.
• The vesting schedules for both RSUs and PSUs encourage long-term commitment from the executive.
• The performance-based vesting of PSUs ties executive compensation to the company's stock price performance.

Risks

• The value of the RSUs and PSUs is dependent on the future stock price of RumbleOn, which is subject to market fluctuations.
• The vesting of the PSUs is contingent on achieving specific stock price targets, which may not be met.
• The executive must remain employed with the company for the RSUs and PSUs to vest, creating a potential risk of loss of incentive if employment is terminated.

Future Outlook

The document does not contain specific forward-looking statements beyond the vesting schedules of the RSUs and PSUs, which are contingent on continued employment and, in the case of PSUs, achieving specific stock price targets.

Industry Context

Stock grants are a common practice in publicly traded companies to incentivize and retain key executives. The use of performance-based units (PSUs) is increasingly popular to align executive compensation with shareholder value creation.

Comparison to Industry Standards

• Companies like Carvana and Vroom, which also operate in the online automotive retail space, often use similar equity-based compensation plans for their executives.
• The vesting schedules and performance targets are generally in line with industry standards, aiming to balance retention with performance incentives.
• The specific stock price targets for PSU vesting ($12, $17, and $22) would need to be assessed in the context of RumbleOn's historical stock performance and future growth expectations to determine their difficulty and appropriateness.

Stakeholder Impact

• Shareholders may view the stock grants positively as they incentivize executive performance and align interests.
• Employees may see the grants as a positive sign of the company's commitment to its leadership.
• The grants have a dilutive effect on existing shareholders, although this is a common and generally accepted practice.

Key Dates