Mark Tkach
RMBLAbout Mark Tkach
Mark Tkach (age 68) is a current director and director nominee at RumbleOn, Inc. (RMBL). He has served as a director since December 21, 2023, previously served as Interim CEO and director from June 16, 2023 to November 1, 2023, and as a director and executive officer from August 2021 to February 2022. He co-founded RideNow Powersports and has over 40 years of experience in powersports operations . The Board’s independence determination lists other directors as independent; Mr. Tkach is not identified as independent .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| RumbleOn, Inc. | Director | Dec 21, 2023–present | Not listed on Audit, Compensation, or N&CG committees |
| RumbleOn, Inc. | Interim CEO and Director | Jun 16, 2023–Nov 1, 2023 | Leadership oversight during transition |
| RumbleOn, Inc. | Director and Executive Officer | Aug 2021–Feb 2022 | Senior operating role post-RideNow acquisition |
| RideNow Powersports | Co-founder; led strategic growth | 1989–Aug 2021 (acquired by RMBL) | Built largest U.S. powersports group; extensive operations experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Coulter Management Group LLLP | Consultant | Current | Entity manages auto dealerships and real estate; controlled by William Coulter |
Board Governance
- Committee assignments: Mr. Tkach is not currently listed as a member of the Audit, Compensation, or Nominating & Corporate Governance (N&CG) Committees .
- Independence: The Board identified John Rickel, Rachel Richards, Mark Cohen, and Rebecca Polak as independent; Mr. Tkach is not listed as independent .
- Attendance and engagement: The Board held 19 meetings and took 11 actions by unanimous written consent in 2024; each director attended at least 75% of Board and committee meetings; all directors attended the 2024 Annual Meeting .
- Leadership: Chairman and CEO role combined as of Jan 13, 2025; Lead Independent Director and Vice Chairman appointed (Rebecca Polak) .
- Special Committee (capital-raising with related parties): Members were Steven Pully, Rebecca Polak, and Michael Quartieri; Mr. Tkach was not a member .
Fixed Compensation
| Component (Directors) | Amount | Notes |
|---|---|---|
| Annual cash retainer | $65,000 | Standard non-employee director retainer |
| Committee chair/member retainers | Audit: $20,000/$10,000; Compensation: $15,000/$7,500; N&CG: $10,000/$5,000 | Paid if serving; Mr. Tkach not listed on these committees |
| Special Committee cash retainer | $10,000 (2024) | Paid to each Special Committee member; Mr. Tkach was not a member |
| Mr. Tkach—Fees earned (2024) | $65,000 | Disclosed fees earned; note states he waived half of his annual cash retainer in 2024 |
Performance Compensation
| Equity Component | Grant Date | Shares/Fair Value | Vesting/Performance Metrics |
|---|---|---|---|
| Annual RSU award (directors) | Aug 2024 | $100,000 grant-date fair value | Director equity grants generally on date of annual meeting; vesting terms not specified in proxy |
| Catch-up RSUs for service (portion of 2023–2024 term) | Mar 2024 | $38,500 (part of total) | Additional RSUs linked to prior period service |
| Mr. Tkach—Stock awards (2024 total) | 2024 | $138,500 | Time-based RSUs; no director performance metrics disclosed |
Performance metrics table (directors): Not disclosed for director equity grants; director RSUs are described as time-based without specified performance conditions .
Other Directorships & Interlocks
| Company/Entity | Role | Interlock/Transaction | Details |
|---|---|---|---|
| RideNow Management LLLP | Related party lender/landlord | Floor plan facility and leases | Up to $16.0M revolving facility (SOFR+5.0%) with Coulter, Tkach, RideNow Mgmt; $15.9M outstanding at 12/31/2024; 27 related-party leases with entities controlled by Coulter/Tkach; ~$16.4M base rent in 2024 (2% annual escalator) |
| Related party entity (property sale) | Buyer/Landlord | Sale-leaseback | Sold a dealership property to entity controlled by Coulter and Tkach for $4.0M (deemed fair value), leased back for 10 years at initial base rent ~$0.3M; 2% annual increase |
| Stone House Capital (managed by Mark Cohen) | Rights offering backstop | 2024 rights backstop | Tkach (with Coulter) party to Support & Standby Purchase Agreement; Backstop shares sold to Stone House; Investors received registration rights; no fees other than legal/other reimbursement |
| 2023 rights offering backstop (Stone House, Tkach, Coulter) | Purchaser | Equity financing | 3,443,289 shares purchased at $5.50 for ~$18.9M; agreement granted Stone House a Board nomination right (Mark Cohen) |
Expertise & Qualifications
- Co-founder of RideNow Powersports, overseeing strategic growth to the largest U.S. powersports group; 40+ years in powersports operations .
- Current consultant to Coulter Management Group LLLP (auto dealerships; real estate) .
Equity Ownership
| Holder | Class B Shares Beneficially Owned | % of Class B Outstanding | Nature of Ownership |
|---|---|---|---|
| Mark Tkach | 6,871,354 | 18.2% | Sole voting and dispositive power (as noted) |
Notes:
- Shares outstanding as of record date: Class B 37,809,028; Class A 50,000 (Class A carries 10 votes/share) .
- Directors and executive officers as a group: 21,036,452 Class B shares (55.7%) .
Governance Assessment
Key findings
- Independence and related-party exposure: Mr. Tkach is not identified as an independent director. He and entities he controls (often with William Coulter) engage in extensive related-party transactions with RMBL: 27 leases (~$16.4M base rent in 2024; 2% escalators), a $16.0M floor plan facility ($15.9M drawn), and a $4.0M sale-leaseback of a dealership property. His immediate family members are employed by RMBL, including his son Cameron Tkach (EVP & COO as of Jan 13, 2025) .
- Board attendance and engagement: Board met 19 times in 2024; each director attended at least 75% of meetings. Mr. Tkach was not a member of the Special Committee formed to oversee related-party capital raising (which could mitigate conflict oversight concerns) .
- Director compensation alignment: 2024 compensation mix for Mr. Tkach was predominantly equity ($138.5K RSUs vs $65K cash), suggesting some alignment; however, the noted waiver of half the cash retainer in 2024 introduces complexity in assessing guaranteed vs at-risk pay .
- Policies: The company adopted an executive compensation clawback policy, but has not adopted a no-hedging policy (explicitly states no prohibition on hedging/short selling), which is a shareholder alignment concern .
Implications and RED FLAGS
- Extensive related-party leases and financing with entities controlled by Tkach/Coulter (scale, long-term terms, recurring rent escalators) pose ongoing conflict-of-interest risks and may affect investor confidence in governance and capital allocation .
- Family employment (COO appointment and compensation terms) increases perceived conflict risk; transparency on performance outcomes and compensation governance is critical .
- Absence of a hedging prohibition is a governance red flag for alignment; investors may push for a formal anti-hedging policy, at minimum for directors/executives .
- While equity-heavy director compensation improves alignment, lack of disclosed director ownership guidelines and performance conditions for director grants limits pay-for-performance rigor .
Fixed Compensation (Detail for Mr. Tkach)
| Year | Cash Retainer | Committee Fees | Special Committee Fee | Notes |
|---|---|---|---|---|
| 2024 | $65,000 | $0 | $0 | He is not listed on standing committees; waiver of half cash retainer noted in disclosure |
Performance Compensation (Detail for Mr. Tkach)
| Year | Equity Type | Grant(s) | Grant-Date Fair Value | Vesting/Performance |
|---|---|---|---|---|
| 2024 | RSUs (time-based) | Mar 2024 catch-up; Aug 2024 annual grant | $138,500 total ($38,500 catch-up; $100,000 annual) | Director grants generally occur on annual meeting date; no performance targets disclosed for director RSUs |
Equity Ownership (Breakdown and Alignment)
| Metric | Data | Notes |
|---|---|---|
| Beneficial ownership (Class B) | 6,871,354 shares | 18.2% of Class B outstanding |
| Voting/dispositive power | Sole | Per footnote disclosure |
| Pledged shares | Not disclosed | No pledge disclosure in proxy |
| Director ownership guidelines | Not disclosed | No guideline disclosure in proxy |
Other Directorships & Interlocks
| Public Company Boards | Role | Period |
|---|---|---|
| None disclosed | — | — |
| Interlocks and financing relationships summarized above (RideNow Management LLLP; Stone House rights offerings) . |
Expertise & Qualifications
- Powersports operations leadership, co-founder track record (RideNow) .
- Automotive retail and dealership network experience via Coulter Management Group association .
Governance Quality Indicators
- Compensation Committee: Chaired by Lead Independent Director (Rebecca Polak); engaged independent consultant FW Cook with no conflicts reported (Dec 2024) .
- N&CG Committee: Chaired by Mark Cohen; oversight of nominations and Board evaluation .
- Audit Committee: Recognized financial expert (Steven Pully; planned transition to John Rickel as Chair post-2025 meeting) .
- Clawback policy adopted per SEC/Nasdaq; Insider Trading policy on file .
Risk Indicators & RED FLAGS
- Related-party transactions (leases, financing, sale-leaseback) with entities controlled by Mr. Tkach/Coulter—size and breadth suggest persistent conflicts requiring robust independent oversight .
- Immediate family employment in senior operating role (COO) with substantial variable pay—requires vigilant Compensation Committee governance and transparent performance metrics .
- No hedging policy—misalignment risk for directors/executives .
Summary for investors
- Alignment: Significant personal ownership (18.2%) and equity-heavy director pay suggest alignment, but lack of director ownership guidelines and hedging prohibition dilute assurance .
- Conflicts: Material related-party exposure and family employment are meaningful governance risks; the presence of independent leadership (Lead Independent Director; independent committees; special committee oversight) partially mitigates but does not eliminate concerns .
- Monitoring: Focus diligence on terms, pricing, and oversight of related-party leases/financing; performance management and disclosure for COO role; adoption of anti-hedging policy and director ownership guidelines to improve governance quality .