Mark Cohen
RMBLAbout Mark Cohen
Mark Cohen (age 43) is an independent director of RumbleOn, appointed August 30, 2023. He is founder and managing partner of Stone House Capital Management, LLC (founded 2010), an SEC-registered investment adviser and significant RMBL shareholder; previously he was an Investment Analyst at Force Capital Management. He holds a B.S. in Economics from the Wharton School at the University of Pennsylvania .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Stone House Capital Management, LLC | Founder & Managing Partner | 2010–present | Significant RMBL shareholder; nomination right under 2023 Standby Purchase Agreement |
| Force Capital Management, LLC | Investment Analyst | Prior to 2010 | Public company investment experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| None disclosed | — | — | No other public company directorships disclosed in 2025 proxy |
Board Governance
- Independence: Board determined Cohen qualifies as an independent director under Nasdaq and SEC rules .
- Tenure: Director since August 30, 2023 .
- Attendance: The Board held 19 meetings in 2024; each director attended at least 75% of Board and committee meetings. All directors serving at the 2024 Annual Meeting attended .
- Committees and roles (2024/2025):
- Audit Committee: Member (appointed April 16, 2024). Committee held 10 meetings in 2024 .
- Compensation Committee: Member. Committee held 8 meetings in 2024; FW Cook engaged as independent consultant in December 2024 .
- Nominating & Corporate Governance (N&CG) Committee: Chair (appointed April 16, 2024). Committee held 2 meetings in 2024 .
Fixed Compensation
| Component | Policy Level | Cohen Actuals (2024) |
|---|---|---|
| Annual Board cash retainer | $65,000 | $86,676 (fees earned in cash) |
| Audit Committee | Chair $20,000; Member $10,000 | Member included in fees |
| Compensation Committee | Chair $15,000; Member $7,500 | Member included in fees |
| N&CG Committee | Chair $10,000; Member $5,000 | Chair included in fees |
| Special Committee retainer (2024 only) | $10,000 per member | Not a member |
Notes:
- The proxy states Cohen waived his Board and committee cash retainers in 2024; nevertheless, reported “fees earned in cash” total $86,676. RMBL attributes $73,839 of stock awards to RSUs granted in March 2024 for prior board service; Cohen transferred director RSU shares to SH Capital Partners, L.P. .
Performance Compensation
| Equity Element | Policy/Design | Cohen 2024 |
|---|---|---|
| Annual RSU grant to non-employee directors | $100,000 grant-date fair value | Stock awards $173,839 (includes March 2024 RSUs tied to prior service and 2024 annual grant) |
| Grant timing policy | Directors: generally on date of annual shareholders’ meeting; employees/officers: second trading day after earnings release following approval | RSUs granted March and August 2024 per director compensation table |
Other Directorships & Interlocks
| Company | Relationship | Potential Interlock/Transaction |
|---|---|---|
| Stone House Capital Management / SH Capital Partners, L.P. | Cohen is founder/managing member of Stone House; SH Capital is record holder of RMBL shares | Stone House designated Cohen for RMBL Board pursuant to 2023 Standby Purchase Agreement; participated in 2023 and 2024 rights offering backstops; received registration rights |
Expertise & Qualifications
- Investment acumen across public companies; governance and capital markets perspective .
- Wharton-trained economist .
- Not designated as the Board’s “audit committee financial expert” (that is Steven Pully) .
Equity Ownership
| Holder | Class A Owned | % Class A | Class B Owned | % Class B |
|---|---|---|---|---|
| Mark Cohen | — | —% | 7,104,346 | 18.8% |
Notes:
- Footnote states Cohen beneficially owned 7,075,815 Class B shares via SH Capital, with shared voting/dispositive power; Stone House is SH Capital’s GP/investment manager; Cohen is managing member of Stone House .
- Directors and executive officers as a group held ~55.7% of Class B voting power as of record date .
Governance Assessment
- Committee effectiveness and engagement: Cohen’s roles on Audit, Compensation, and as Chair of N&CG indicate high engagement, with robust meeting cadence in 2024 (Audit: 10; Compensation: 8; N&CG: 2). Audit Committee oversees related party transactions and internal controls, an area critical given RMBL’s extensive related-party leases and financing with directors Coulter/Tkach .
- Independence and alignment: Board determined Cohen is independent; however, his 18.8% beneficial stake via Stone House/SH Capital and nomination right under the 2023 Standby Purchase Agreement create potential perceived conflicts. Offsetting this, large ownership can align interests with shareholders; governance mitigations included use of a Special Committee (without Cohen) for capital-raising with related parties (rights offering/backstop) and a Registration Rights Agreement disclosure .
- Director pay mix: Equity-forward mix (annual RSUs) supports long-term alignment; Cohen waived cash retainers in 2024, and transferred RSU shares to SH Capital, reinforcing fund-level alignment rather than personal holdings. Nonetheless, clarity on director ownership guidelines is not disclosed .
- Policies: RMBL has adopted a clawback policy per SEC/Nasdaq; however, it has not adopted a no-hedging policy—allowing hedging/short selling—which is atypical for alignment and is a governance risk flag .
RED FLAGS
- Significant shareholder-director with board nomination rights; sits on Audit Committee that reviews related-party transactions (perceived conflict risk even if mitigated by Special Committee) .
- No hedging prohibition policy (potential misalignment risk) .
Related Party Exposure (Context for Board Oversight)
- Rights offerings/backstops: 2023 backstop by Stone House/Coulter/Tkach; Cohen nominated via Stone House’s right; 2024 backstop: Stone House purchased 349,333 shares at $4.18; registration rights granted to Investors .
- Related-party leases/financing (Coulter/Tkach): ~27 leases with ~$16.4M base rent in 2024; $16.0M pre-owned inventory floor plan facility at SOFR+5% (balance $15.9M at year-end) .
Independence, Attendance & Engagement
| Attribute | Detail |
|---|---|
| Independence | Nasdaq/SEC independent per Board determination |
| Board Attendance | 19 meetings in 2024; each director ≥75%; all directors attended 2024 Annual Meeting |
| Committee Participation | Audit (member, apr-2024), Compensation (member), N&CG (Chair, apr-2024) |
Director Compensation Detail (2024)
| Name | Fees Earned (Cash) | Stock Awards (Fair Value) | Total | Notes |
|---|---|---|---|---|
| Mark Cohen | $86,676 | $173,839 | $186,676 | Waived Board/committee cash retainers; transferred RSU shares to SH Capital; $73,839 relates to March 2024 RSUs for prior service |
Governance-Related Policies
- Clawback policy adopted per SEC/Nasdaq (mandatory recovery on restatements) .
- Insider Trading Policy in place and filed as exhibit; Section 16(a) filings compliant in 2024 .
- No hedging policy adopted (company has not prohibited hedging/short selling) .
Equity Ownership & Alignment Table
| Metric | Value |
|---|---|
| Cohen beneficial Class B shares | 7,104,346 |
| Percent of Class B | 18.8% |
| Ownership structure | SH Capital direct owner; Stone House GP/investment manager; Cohen managing member |
Conclusion
Cohen brings strong investor perspective and governance engagement across key committees, with substantial economic alignment via an 18.8% stake. Investors should monitor perceived conflicts given Stone House’s nomination rights and participation in financing transactions, ensuring continued use of disinterested structures (e.g., Special Committee) and transparent related-party review. The absence of a no-hedging policy is a governance gap that could be addressed to further align director-shareholder interests .