Blueprint
Exhibit 99.1
Executive and Director Compensation
Summary Compensation Table
The
following table provides the compensation paid to the principal
executive officer and principal financial officer of RumbleOn, Inc.
(the “Company”), who are the only executive officers of
the Company.
Name and
Principal Position
|
|
|
|
|
|
|
|
Marshall
Chesrown
|
2018
|
$240,000
|
$150,000(2)
|
-
|
-
|
-
|
$390,000
|
Chief Executive
Officer
|
2017
|
$215,385(1)
|
-
|
-
|
-
|
-
|
$215,385
|
|
|
|
|
|
|
|
Steven R.
Berrard
|
2018
|
$240,000
|
$150,000(2)
|
-
|
-
|
-
|
$390,000
|
Chief Financial
Officer
|
2017
|
$215,385(1)
|
-
|
-
|
-
|
-
|
$215,385
|
____________
(1) This compensation was paid in a single lump sum during the
fourth quarter of 2017.
(2) Represents a discretionary bonus approved by the
Company’s Compensation Committee (the
“Committee”) for service provided to the Company in
connection with the acquisitions of Wholesale, Inc. and Wholesale
Express, LLC in October 2018.
Executive Employment Arrangements
Marshall Chesrown
We have
not entered into an employment agreement or arrangement with Mr.
Chesrown. Accordingly, he is employed as our Chief Executive
Officer on an at-will basis. Mr. Chesrown currently receives an
annual salary of $240,000, which is paid weekly, in accordance with
our standard payroll practice. Mr. Chesrown is eligible for equity
compensation under our equity compensation plans, as determined
from time to time by the Committee, however through the date of
this filing, no grants of equity awards have been made to Mr.
Chesrown.
In
January 2019, the Committee approved a discretionary bonus of
$100,000 to Mr. Chesrown in connection with the launch of the
Company’s consumer classified listing site.
Steven Berrard
We have
not entered into an employment agreement or arrangement with Mr.
Berrard. Accordingly, he is employed as our Chief Financial Officer
on an at-will basis. Mr. Berrard currently receives an annual
salary of $240,000, which is paid weekly, in accordance with our
standard payroll practice. Mr. Berrard is eligible for equity
compensation under our equity compensation plans, as determined
from time to time by the Committee, however through the date of
this filing, no grants of equity awards have been made to Mr.
Berrard.
In
January 2019, the Committee approved a discretionary bonus of
$100,000 to Mr. Berrard in connection with the launch of the
Company’s consumer classified listing site.
Non-Employee Director Compensation
We have
not yet established a policy for non-employee director
compensation. During the year ended December 31, 2018, no
compensation was paid to our non-employee directors, except
(i) consulting fees paid to our director Kartik Kakarala
under the terms of a consulting agreement with us, which we further
describe under “Consulting Agreement” below,
(ii) an award of 85,000 restricted stock units
(“RSUs”) under the RumbleOn, Inc. 2017 Stock Incentive
Plan (the “Incentive Plan”) to Mr. Dixon for his
service as the Chair of the Audit Committee, and (iii) an award of
35,000 RSUs under the Incentive Plan to Messrs. Gray, Kakarala, and
Westfall, and 15,115 RSUs to Mr. Reece for their service to the
Board.
The
following table summarizes the compensation paid to our
non-employee directors for the year ended December 31,
2018.
Name
|
Fees Earned or
Paid in Cash
|
|
|
|
Denmar
Dixon
|
-
|
$515,100
|
-
|
$515,100
|
Richard A. Gray,
Jr.
|
-
|
$212,100
|
-
|
$212,100
|
Kartik
Kakarala
|
-
|
$212,100
|
$15,000(3)
|
$227,100
|
Mitch Pierce
(4)
|
-
|
-
|
-
|
-
|
Kevin
Westfall
|
-
|
$212,100
|
-
|
$212,100
|
Joseph Reece
(5)
|
-
|
$125,001
|
-
|
$125,001
|
____________
(1) Represents
RSUs granted under the Incentive Plan. Represents the aggregate
grant date fair value computed in accordance with FASB ASC Topic
718. In determining the grant date fair value, we used $6.06 per
share, except for Mr. Reece, in which case we used $8.27. The RSUs
vest (1) 20% on the last day of the thirteenth month following the
grant date, (2) 2.5% monthly on the last day of each month
beginning on the last day of the fourteenth month following the
grant date through the last of the twenty-fifth month following the
grant date and (3) 4.17% monthly on the last day of each month
beginning on the last day of the twenty-sixth month following the
grant date through the last day of the thirty-seventh month
following the grant date. The shares underlying the vested RSUs
will be delivered to the director on an annual basis during the
thirteenth months following the grant
date.
(2) As
of December 31, 2018, each of Messrs. Dixon, Gray, Kakarala,
Pierce, Westfall and Reece held RSUs as follows: Mr. Dixon –
70,000; Mr. Gray – 70,000; Mr. Kakarala – 35,000; Mr.
Pierce – 0; Mr. Westfall – 70,000 and Mr. Reece –
15,115.
(3)
Represents consulting fees paid to Mr. Kakarala pursuant to the
consulting agreement. For additional information regarding these
consulting fees, see “Consulting Agreement”
below.
(4) Mr.
Pierce served as a director of the Company through the
Company’s Annual Meeting of Stockholders held on June 25,
2018.
(5) Mr.
Reece was appointed a director of the Company on October 8,
2018.
Consulting Agreement
In
connection with the acquisition of substantially all of the assets
of NextGen Dealer Solutions, LLC (“NextGen”), on
February 8, 2017, we entered into a Consulting Agreement with
Kartik Kakarala, who formerly served as the Chief Executive Officer
of NextGen and now serves as a director of the Company. Under the
Consulting Agreement, Mr. Kakarala serves as our consultant. The
Consulting Agreement may be cancelled by either party, effective
upon delivery of a written notice to the other party. During the
year ended December 31, 2018, we paid an aggregate of $15,000 under
the Consulting Agreement.