Melissa Bengtson
RMBLAbout Melissa Bengtson
Executive Vice President, Chief Legal Officer and Secretary of RumbleOn (appointed April 14, 2025). Age 48. Prior roles include senior legal leadership at Fanatics Holdings and Light & Wonder; earlier a Corporate & Securities Partner at DLA Piper. Education: J.D. (Arizona State University), M.B.A. (Northern Arizona University), B.A. in Business Management & Accounting (Alverno College) . Company TSR context: value of initial $100 investment measured annually was $21.42 (FY2022), $19.61 (FY2023), and $13.08 (FY2024) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Fanatics Holdings, Inc. | Senior Vice President, Chief of Corporate & Governance Affairs and Secretary | Feb 2022 – Apr 2025 | Led corporate governance and legal affairs for global digital sports platform |
| Light & Wonder, Inc. (Nasdaq: LNW) | Senior Vice President, Deputy General Counsel | Nov 2017 – Feb 2022 | Supported cross‑platform global games company in legal/compliance |
| DLA Piper LLP (US) | Corporate & Securities Partner | Not disclosed | Advised on corporate/securities matters at international law firm |
External Roles
- No public company board roles disclosed in the proxy for Melissa Bengtson .
Fixed Compensation
- Not disclosed for Melissa Bengtson in the 2025 proxy (which covers FY2024 NEOs) .
Performance Compensation
Company program design (2017 Stock Incentive Plan) and recently used metrics for executives provide insight into pay-for-performance alignment:
| Component | Metric/Trigger | Target/Actual/Payout | Vesting | Source |
|---|---|---|---|---|
| Performance RSUs (recent NEO grants) | Share price thresholds: $12, $17, $22 (30 consecutive trading days) | Targets explicitly set; payouts contingent on price attainment | Vests in equal installments at each threshold within 3‑year windows | Kice 2024 grant details ; Treadway 2024 grant details ; Outstanding awards table |
| Options (prior CEO grant) | Share price thresholds: $12, $17, $22, $35, $40 (30 trading days) | Threshold‑based vesting tranches; forfeited upon termination | 10‑year term; tranche vesting at each threshold | Kennedy option award description |
| Plan Performance Goals (general) | EV/value creation; profits; operating cash flow/working capital; costs; debt level; EPS; revenues/net income/EBIT(DA); ROIC/ROE; stock FMV; TSR; EBITDA | Committee sets goals; may include thresholds/targets/max with proration rules | Committee discretion; can pay in cash, RSUs, PSUs | Plan performance goals |
Note: Melissa’s specific grants, weightings, and payout outcomes have not been disclosed as of the 2025 proxy .
Equity Ownership & Alignment
- Beneficial ownership table (record date April 8, 2025) lists executive officers and directors; Melissa Bengtson is not included (appointed April 14, 2025), so her share ownership was not disclosed as of the record date .
- Insider Trading Policy is in place; however, the company has not adopted a policy prohibiting hedging or short selling—a potential alignment concern .
- Clawback policy adopted per SEC/Nasdaq requirements for mandatory recovery in case of accounting restatements or non‑compliance .
- Stock Incentive Plan amended in 2025 to add: +2.5M authorized shares, evergreen up to 5% annually, tax withholding/shares used to pay exercise price recycled to the pool, and elimination of annual grant limits; all potentially increasing dilution over time . Amendment approved at 2025 Annual Meeting .
Employment Terms
- Start date and role: Executive Vice President, Chief Legal Officer and Secretary since April 14, 2025 .
- Employment agreement terms (base, bonus, severance, non‑compete) specific to Melissa were not disclosed in 8‑Ks or proxy as of April–June 2025 .
Company Performance (context for compensation metrics)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($USD) | $1,335,500,000* | $1,249,400,000* | $1,106,800,000* |
| EBITDA ($USD) | $96,900,000* | $20,600,000* | $38,900,000* |
| Net Income ($USD) | $(261,500,000)* | $(215,500,000)* | $(78,600,000)* |
| Metric | Q3 2024 | Q4 2024 | Q1 2025 | Q2 2025 |
|---|---|---|---|---|
| Revenues ($USD) | $270,700,000* | $247,000,000* | $223,600,000* | $272,700,000* |
| EBITDA ($USD) | $8,400,000* | $3,300,000* | $7,200,000* | $17,200,000* |
| Net Income ($USD) | $(11,200,000)* | $(56,400,000)* | $(9,700,000)* | $(32,200,000)* |
Values retrieved from S&P Global.*
Additional context:
- Pay‑versus‑performance TSR markers: $100 investment measured value—$21.42 (FY2022), $19.61 (FY2023), $13.08 (FY2024) .
- 2025 Say‑on‑Pay approval: For 25,850,137; Against 1,258,855; Abstain 55,544; Broker non‑votes 5,981,726 .
Board Governance (select items)
- Compensation Committee: chaired by Rebecca Polak; engaged FW Cook as independent compensation consultant (no conflicts found) .
- Stock Incentive Plan amendment details and governance mechanics, including evergreen and share recycling, are set out in the proxy and adopted by shareholder vote .
Related Party Transactions (governance risk backdrop)
- Extensive related‑party leases (approx. 27 leases; $16.4M base rent in 2024) with entities controlled by directors William Coulter and Mark Tkach; base rents escalate 2% annually; many 20‑year terms commencing Sept 1, 2021 .
- Floor plan facility up to $16.0M with Coulter/Tkach entities (SOFR + 5.0%); $15.9M outstanding at year‑end 2024 .
- Sale‑leaseback of Florida dealership property ($4.0M sale; 10‑year lease; $0.3M base rent, 2% annual increases) to entity controlled by Coulter and Tkach .
Investment Implications
- Governance/contracting backdrop: CLO appointment places Melissa at the center of legal, compliance, and governance amid extensive related‑party arrangements—her effectiveness overseeing policy, disclosure, and risk mitigation will be material to investor confidence .
- Incentive alignment: The company’s use of share‑price triggers for executive equity can align outcomes with market value creation; however, the 2025 Plan amendments (evergreen, share recycling, elimination of annual grant limits) increase potential dilution and may amplify insider grant activity—monitor future equity grants to Melissa for structure and vesting .
- Policy red flag: Absence of a hedging/short‑selling prohibition may weaken alignment signals; compensating factors include the clawback policy and independent consultant engagement .
- Shareholder sentiment: Strong 2025 Say‑on‑Pay support indicates current pay structures were acceptable to investors; continued tracking of Melissa’s disclosed compensation (once filed) will be needed to assess pay‑for‑performance calibration .
Data gaps to watch: Melissa’s employment agreement (base salary, target bonus, severance/change‑of‑control), detailed equity awards (RSU/PSU/option counts, grant values), ownership levels and guideline compliance, and any 10b5‑1 trading plans—none disclosed as of the 2025 proxy/8‑Ks reviewed .