Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 18, 2023, RumbleOn, Inc. (the "Company" or "RumbleOn") appointed
Blake Lawson as the Company's Chief Financial Officer, effective January 19,
2023 (the "Effective Date").
Mr. Lawson, 51, previously served as Chief Financial Officer for the RideNow
group of powersports retailers, and the Coulter Automotive Group, since 2020.
Before RideNow, Mr. Lawson served in several key financial roles, including
Chief Financial Officer for American Powersports since 2011, Corporate
Controller since 2006 and he began his powersports experience as a consultant
and trainer for ADP "Lightspeed" from 2001 through 2006. Mr. Lawson holds a
Bachelor of Arts from the University of Utah, and a Master of Business
Administration from the Thunderbird School of Global Management. Mr. Lawson has
been a certified public accountant (CPA) since 2015. In his role as RumbleOn's
Chief Financial Officer, Mr. Lawson will be responsible for leading RumbleOn's
financial strategy, accounting, tax, treasury, planning & analysis, and finance
operations.
There are no related party transactions between the Company and Mr. Lawson which
would require disclosure under Item 404 of Regulation S-K.
On January 19, 2023, the Company entered into an employment agreement with Mr.
Lawson for his service as Chief Financial Officer (the "Employment Agreement").
The Employment Agreement has an initial term of two years and may be renewed
from time to time. Pursuant to the Employment Agreement, Mr. Lawson will 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 of Directors or the Compensation Committee.
Pursuant to the Employment Agreement, all outstanding restricted stock units
("RSUs") held by Mr. Lawson shall immediately vest at the Effective Time and Mr.
Lawson will receive a signing bonus of 20,000 RSUs upon timely filing of the
Company's Form 10-K for the year ended December 31, 2022 ("Signing Grant"). The
Signing Grant will vest in four equal quarterly installments beginning on April
1, 2023. In addition, Mr. Lawson is eligible to receive an annual grant of RSUs
having a value equal to one times his annual base salary ("Annual Grants"). The
Annual Grants will vest in equal quarterly installments over three years.
The foregoing description of the Employment Agreement is qualified in its
entirety by reference to the full text of the Employment Agreement, which is
attached to this report as Exhibit 10.1 and incorporated herein by reference.
A copy of the press release announcing the appointment of Mr. Lawson is attached
to this report as Exhibit 99.1 and incorporated herein by reference.
Narinder Sahai's service as the Company's Chief Financial Officer ended on
January 17, 2023. Provided Mr. Sahai complies with the provisions of Section
5(e) of his employment agreement, Mr. Sahai shall receive the payments described
in such section. A copy of Mr. Sahai's employment agreement was filed as Exhibit
10.1 to the Company's Current Report on Form 8-K filed on February 1, 2022 and
is incorporated herein by reference.
Mr. Sahai will stay on as a special advisor to the Company providing financing
and treasury advice to facilitate an effective and efficient transition of the
Chief Financial Officer position. Mr. Sahai will report directly to Marshall
Chesrown. Mr. Sahai's Special Advisor Agreement is attached as Exhibit 10.2 to
this report and incorporated herein by reference.
Also, on January 18, 2023, Denmar Dixon provided the Board of Directors a letter
of resignation as a director of the Company effective immediately. Mr. Dixon's
resignation letter did not express a disagreement with the Company.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
10.1 Employment Agreement, dated January 19, 2023, between RumbleOn, Inc.
and Blake Lawson.
10.2 Special Advisor Agreement, dated January 19, 2023, between RumbleOn,
Inc. and Narinder Sahai.
99.1 Press release, dated January 20, 2023.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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