John Rickel
RMBLAbout John Rickel
John Rickel (age 63) is a director nominee at RumbleOn (RMBL) for election at the June 4, 2025 annual meeting. He is a seasoned automotive finance executive: former SVP & CFO of Group 1 Automotive (2005–Aug 2020) and previously held finance leadership roles at Ford (CFO Ford Australia, CFO Ford Europe, Controller of the Americas). He holds a B.S. in Business Administration and an MBA from The Ohio State University. If elected, the Board anticipates appointing him Chair of the Audit Committee; the Board has determined he is independent under Nasdaq/SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Group 1 Automotive (NYSE: GPI) | SVP & Chief Financial Officer | Dec 2005 – Aug 2020 | Oversaw accounting, tax, treasury, reporting, budgeting, planning, internal controls, IR, and IT |
| Ford Motor Company (NYSE: F) | CFO Ford Australia; CFO Ford Europe; Controller of the Americas; other exec/managerial roles | 1984 – 2005 | Senior finance leadership across geographies and divisions |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Xpress Enterprises (NYSE: USX) | Lead Independent Director | Jun 2018 – Jun 2023 (sold to Knight-Swift) | Chair, Nominating & Governance; Member, Audit Committee |
Board Governance
- Independence and expected assignments: The Board has affirmatively determined Rickel is independent and “anticipates” appointing him Audit Committee Chair following the 2025 Annual Meeting .
- Current Board structure and leadership: Seven-member Board; CEO Michael Quartieri is also Chairman; Rebecca Polak serves as Vice Chairman and Lead Independent Director (appointed Jan 13, 2025) .
- Board and committee activity (2024): Board met 19 times; Audit Committee 10; Compensation Committee 8; Nominating & Corporate Governance (N&CG) Committee 2; a Special Committee on related-party capital raising met 22 times. Each director in 2024 attended ≥75% of applicable meetings (Rickel was not on the Board in 2024) .
- Risk oversight: Audit oversees accounting/controls and related-party transaction review; full Board retains cybersecurity oversight .
- Nasdaq compliance note: In Jan 2025, Nasdaq notified RMBL it was temporarily out of compliance with independent majority due solely to a vacancy tied to leadership changes; the stock remained listed and the company received a cure period (to the earlier of the next annual meeting or Jan 13, 2026; if next annual meeting before July 14, 2025, compliance due by July 14, 2025) .
Board/Committee activity counts (FY2024):
| Body | Meetings Held |
|---|---|
| Board of Directors | 19 |
| Audit Committee | 10 |
| Compensation Committee | 8 |
| N&CG Committee | 2 |
| Special Committee | 22 |
Fixed Compensation
RumbleOn’s standard non-employee director pay program (subject to pro-rating for service dates):
| Component | Amount |
|---|---|
| Annual cash retainer | $65,000 |
| Audit Committee – Chair / Member | $20,000 / $10,000 |
| Compensation Committee – Chair / Member | $15,000 / $7,500 |
| N&CG Committee – Chair / Member | $10,000 / $5,000 |
| Special Committee (2024 only) | $10,000 additional cash retainer (per member) |
Notes:
- If elected and appointed Audit Committee Chair as anticipated, Rickel would receive the $20,000 Audit Chair retainer in addition to the $65,000 base cash retainer, plus any applicable committee member fees if assigned .
Performance Compensation
- Equity: Annual RSU grant valued at $100,000 (grant-date fair value) for non-employee directors; grants generally occur on the annual meeting date per equity grant policy adopted in July 2024 .
Equity framework (directors):
| Element | Terms |
|---|---|
| Annual RSUs | $100,000 grant-date fair value |
| Grant timing (policy) | Annual meeting date; equity grants generally on 2nd trading day after next earnings release for officers/employees; policy adopted July 2024 |
No director performance metrics are disclosed for the annual RSU grant; director equity awards are time-based (not performance-based) .
Other Directorships & Interlocks
| Company | Type | Overlap/Interlock with RMBL stakeholders | Notes |
|---|---|---|---|
| U.S. Xpress Enterprises (USX) | Public | None disclosed | Lead independent director; N&CG Chair; Audit member; service ended upon sale in 2023 |
No interlocks/conflicts with RMBL’s customers/suppliers are disclosed for Rickel .
Expertise & Qualifications
- Automotive retail and OEM finance leadership: CFO at Group 1 Automotive; senior finance roles at Ford across regions .
- Public company governance: Prior lead independent director; committee leadership and audit experience .
- Education: B.S. Business Administration; MBA (The Ohio State University) .
- Independence: Board determined independent under Nasdaq/SEC standards .
Equity Ownership
- Beneficial ownership reporting: The 2025 proxy lists executive officers, directors, and director nominees as of April 8, 2025. The table does not include a line item for John Rickel; thus, no beneficial ownership for him was reported as of the record date. Several large holders dominate (e.g., Stone House 18.8%; William Coulter ~18.0%; Mark Tkach ~18.2%; directors and officers as a group ~55.7% of Class B) .
- Pledging: The company states it is not aware of arrangements, including pledges, that may result in a change in control; no pledging by Rickel is disclosed .
Governance Assessment
Key findings:
- Audit oversight strength expected to increase: Rickel is anticipated to succeed as Audit Committee Chair, bringing deep CFO and public company board experience—constructive given RMBL’s material related-party exposures and complex capital activity .
- Independence and engagement: Board has determined Rickel is independent. The Board and committees were highly active in 2024 (Board: 19 meetings; Audit: 10), though Rickel was not on the Board in 2024 .
- Concentrated ownership and related-party transactions represent ongoing oversight risk:
- Related-party leases: ~27 leases with entities controlled by directors William Coulter and/or Mark Tkach; ~$16.4M 2024 base rent; two new leases entered in 2024; most are 20-year terms with 2% annual increases .
- Asset sale/leaseback: Dec 27–28, 2024 sale of a Florida dealership property to an entity controlled by Coulter/Tkach for $4.0M and a 10-year leaseback (~$0.3M initial annual rent, 2% escalator) .
- Related-party financing: $16.0M pre-owned inventory floorplan facility with Coulter/Tkach entities (SOFR + 5%; $15.9M outstanding at 12/31/2024) .
- Rights offerings backstopped by insiders: 2023 and 2024 rights offerings included standby/registration rights arrangements with Stone House (Mark Cohen), William Coulter, and Mark Tkach; Stone House purchased $1.5M of unsubscribed shares in Dec 2024 .
- Policy considerations:
- No hedging prohibition: The company has not adopted a policy prohibiting hedging or short selling—misalignment risk for governance-sensitive investors .
- Clawback policy: Adopted per SEC/Nasdaq for mandatory recovery of certain executive compensation in restatement scenarios (note: executive-focused) .
- Equity plan evergreen and recycling: 2025 proposal adds 2.5M shares; enables Board to add up to 5% of outstanding shares annually without shareholder approval and recycles tax-withheld and forfeited shares—potential dilution/overhang risk .
Implications for investors:
- Rickel’s anticipated Audit Chair role is a positive signal for internal controls and related-party transaction oversight. However, the magnitude of related-party leases/financing and ownership concentration among insiders necessitates robust, independent audit scrutiny and transparent disclosure—areas where Rickel’s background is directly relevant .
- The absence of a hedging prohibition and equity plan evergreen features may be viewed as shareholder-unfriendly by some governance frameworks, underscoring the need for the Audit and Compensation Committees to demonstrate strong stewardship and rationale .
RED FLAGS
- Extensive related-party leases/financing with entities controlled by two directors (Coulter, M. Tkach) and capital raises involving a major shareholder-nominated director (Cohen/Stone House) .
- No hedging prohibition in place .
- Equity plan evergreen up to 5% annually and share recycling (tax and forfeitures) without additional shareholder approval—potential dilution risk .
Items not disclosed (and thus omitted):
- Director-specific equity ownership for Rickel (not listed in beneficial ownership table) .
- Director attendance specific to Rickel (not on Board in 2024) .
- Director-specific insider trades for Rickel (no Form 4s summarized in the proxy; Section 16(a) compliance noted generically) .
- Director stock ownership guidelines and compliance (not disclosed).