Business Context and Reporting Period
This Form 8-K Current Report was filed by RumbleOn, Inc. (Ticker: RMBL) on June 3, 2024. The filing discloses the appointment of a new Chief Financial Officer and the departure of the incumbent CFO. The Company is incorporated in Nevada and its Class B Common Stock trades on The Nasdaq Stock Market LLC.
Key Financial Metrics
The filing does not provide financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity metrics. The document focuses exclusively on executive compensation and employment terms.
Material Changes
The primary material change reported is the leadership transition in the finance function:
- Appointment: Tiffany Kice was appointed as Chief Financial Officer, effective June 24, 2024.
- Departure: Blake Lawson will resign as Chief Financial Officer on June 24, 2024, having served in the role until that date.
Management Commentary, Risks, and Unusual Items
Compensation Arrangements: The filing details the employment agreement for Ms. Kice, which includes:
- Base Salary: $385,000 annually.
- Bonus: Target performance-based bonus of 75% of base salary (pro-rated for 2024).
- Signing Bonus: $25,000 payable within 30 days of the start date.
- Equity Grants:
- Time-based Restricted Stock Units (RSUs) valued at $50,000, vesting over three years.
- Performance-based RSUs valued at 75% of base salary (pro-rated), vesting based on stock price thresholds of $12.00, $17.00, and $22.00 for 30 consecutive trading days.
- Severance:
- Termination without Cause/Good Reason (no Change of Control): 6 months base salary + 6 months COBRA.
- Termination in connection with Change of Control: 12 months base salary + 12 months COBRA.
Risks and Contingencies: The agreement includes standard restrictive covenants regarding non-competition, non-solicitation, and confidentiality. No other material risks or contingencies were disclosed in this specific filing.
Investor Verification Checklist
- Verify the effective date of the CFO transition (June 24, 2024) and the interim status of Blake Lawson.
- Review the specific vesting conditions for the performance-based RSUs tied to stock price thresholds ($12, $17, $22).
- Confirm the total potential cash compensation impact for the 2024 fiscal year, including pro-rated bonuses and the signing bonus.
- Examine the full Employment Agreement (Exhibit 10.1) for detailed definitions of "Cause," "Good Reason," and "Change of Control."