Michael Quartieri
RMBLAbout Michael Quartieri
Michael Quartieri, 56, is Chairman and Chief Executive Officer of RumbleOn (CEO since January 13, 2025; Chairman since November 16, 2024; director since April 16, 2024) and has also served as Interim Chief Financial Officer since April 2, 2025 . He is a veteran public-company finance leader: CFO at Dave & Buster’s (Jan 2022–Jun 2024), EVP/CFO at LiveOne (Nov 2020–Dec 2021), and EVP/CFO at Scientific Games (2015–2020), after senior finance roles at Las Vegas Sands and 13 years at Deloitte; he holds a B.S. in Accounting and M.Acc. from USC and a California CPA . Company performance context during the year before and around his appointment: RumbleOn’s TSR (value of a $100 investment) was $19.61 in 2023 and $13.08 in 2024, with net losses of $(215.5)M and $(78.6)M, respectively . In his 2025 proxy letter, Quartieri emphasized near-term revenue opportunities, cost streamlining, process standardization, and a sustained focus on free cash flow per share and growth (organic and M&A) .
Company performance context
| Metric | 2023 | 2024 |
|---|---|---|
| Value of Initial $100 Investment (TSR) | $19.61 | $13.08 |
| Net Income (Loss) ($M) | $(215.5) | $(78.6) |
Past Roles
| Organization | Role | Years | Strategic Impact / Notes |
|---|---|---|---|
| Dave & Buster’s Entertainment (PLAY) | SVP & CFO | Jan 2022–Jun 2024 | Led corporate finance, reporting, planning; public-company CFO experience |
| LiveOne (LVO) | EVP, CFO & Secretary | Nov 2020–Dec 2021 | Public-company CFO with capital markets and governance exposure |
| Scientific Games | EVP, CFO, Treasurer & Secretary | 2015–2020 | Oversaw finance and capital structure at global gaming company |
| Las Vegas Sands (LVS) | SVP, Chief Accounting Officer & Global Controller; other finance roles | 2006–2015 | Public-company controllership, global accounting leadership |
| Deloitte & Touche | Various roles | ~13 years | Audit/advisory foundation; CPA credential |
External Roles
| Organization | Role | Years |
|---|---|---|
| Gambling.com Group (GAMB) | Director | Since Jul 2022 |
Board Governance
- Board service history and roles: Director since Apr 16, 2024; Independent Chairman Nov 16, 2024–Jan 13, 2025; Chairman & CEO since Jan 13, 2025; Interim CFO since Apr 2, 2025 .
- Committee roles before CEO appointment: Audit Committee Chair (Jun 4, 2024–Jan 13, 2025); Compensation Committee member (Nov 19, 2024–Jan 13, 2025); Nominating & Corporate Governance Committee member (Nov 19, 2024–Jan 13, 2025) .
- Dual-role implications and mitigants: Upon his CEO appointment (not independent), the Board appointed a Vice Chairman and Lead Independent Director (Rebecca Polak) per bylaws to ensure independent leadership counterbalance .
- Board effectiveness: 19 meetings in 2024; all directors attended at least 75% of Board and relevant committee meetings .
- Nasdaq independence compliance: The company disclosed a temporary non-compliance in January 2025 due to a vacancy created by leadership change; Nasdaq granted a cure period through the earlier of the next annual meeting or Jan 13, 2026 (or July 14, 2025 if the meeting occurred before then). Additions to the Board (e.g., Rachel Richards on Mar 17, 2025) and expected committee changes were outlined in the 2025 proxy .
Fixed Compensation
2024 non-employee director compensation (before CEO appointment)
| Year | Director Cash Fees ($) | Director RSU Awards ($, grant-date FV) | Total ($) |
|---|---|---|---|
| 2024 | 64,689 | 120,822 | 185,511 |
- Standard non-employee director pay structure: $65,000 annual cash retainer; $100,000 annual RSU grant; committee chair/member retainers (Audit $20k/$10k; Compensation $15k/$7.5k; N&CG $10k/$5k) .
- CEO cash/equity compensation: As of the 2025 proxy and January 16, 2025 Form 8-K, the company disclosed it expected to enter into an employment agreement with Quartieri; specific base salary, target bonus, and equity terms were not yet filed .
Performance Compensation
- Director equity (2024): Quartieri received RSUs with an aggregate grant-date fair value of $120,822; of this, $20,822 related to proration from his April 16, 2024 election to the 2024 annual meeting; directors also received the $100,000 annual RSU grant in August 2024 .
- Company incentive design context (for NEOs in 2024): Performance RSUs used absolute share price hurdles (equal tranches at $12, $17, $22 achieved over 30 consecutive trading days within three years) and time-based RSUs (illustrated by CFO and CLO awards) .
- CEO incentive plan specifics: Not disclosed as of the April 23, 2025 proxy and January 16, 2025 Form 8-K (employment agreement expected but not yet filed) .
Illustrative company performance-hurdle framework (from 2024 NEO awards)
| Metric | Target(s) | Measurement | Vesting Mechanics | Window |
|---|---|---|---|---|
| Stock price hurdle RSUs | $12 / $17 / $22 | 30 consecutive trading days at/above target | Equal installments per hurdle | Up to 3 years (award-specific) |
Equity Ownership & Alignment
| Holder | Class B Shares Beneficially Owned | % of Class B Outstanding |
|---|---|---|
| Michael Quartieri | 32,134 (table row) ; footnote indicates 3,603 with sole voting/dispositive power | <1% |
| All directors & executive officers as a group (8 persons) | 21,036,452 | 55.7% |
- Shares outstanding reference (Record Date Apr 8, 2025): 37,809,028 Class B shares .
- Pledging/hedging: The proxy states the company has not adopted a policy prohibiting hedging or short selling of company securities (a governance risk), and notes no arrangements (including pledges) that may result in a change in control were known to the company .
- Ownership guidelines: No executive or director stock ownership guidelines disclosed in the 2025 proxy .
Employment Terms
- Role and tenure: CEO since Jan 13, 2025; Chairman since Nov 16, 2024; director since Apr 16, 2024; Interim CFO since Apr 2, 2025 .
- Employment agreement: Company disclosed an expected CEO employment agreement, but terms (salary, target bonus, equity, severance, change-in-control) were not filed as of Jan 16, 2025/Apr 23, 2025 .
- Clawback: Company adopted a clawback policy compliant with SEC/Nasdaq rules for incentive compensation recovery in restatement scenarios .
- Insider trading policy: Adopted; however, no hedging prohibition .
Compensation Structure Analysis
- Equity-heavy and share-price linked incentives: 2024 NEO awards utilized absolute stock price hurdles (30-day VWAP-style tests) and time-vest RSUs, aligning value realization with shareholder returns; similar PSU structures may feature in the CEO package once filed .
- Dilution and plan flexibility increasing: 2025 proposal adds 2.5M shares to the 2017 Plan, introduces an evergreen of up to 5% of outstanding shares annually without further shareholder approval, allows tax-withheld/cancelled shares to recycle to the pool, and eliminates legacy annual grant caps—supportive of equity-heavy pay but a dilution risk to existing holders .
- Independent consultant: FW Cook engaged in Dec 2024; Compensation Committee found no conflicts—supports pay governance process quality .
Risk Indicators & Red Flags
- Dual role (CEO + Chair): Mitigated by appointing a Vice Chairman and Lead Independent Director; still necessitates robust independent committee oversight .
- Hedging policy gap: No corporate prohibition on hedging/shorting by insiders (shareholder-alignment risk) .
- Related-party exposures: Extensive related-party real estate leases and financing with two large shareholders/directors (Coulter and Tkach), and a 2024 property sale-leaseback and floor plan facility—heightened governance and conflict oversight demands for the CEO/Board .
- Leadership churn: CEO change (Jan 2025) and subsequent CFO and CLO terminations (Apr 2, 2025), with Quartieri stepping in as Interim CFO—execution and retention risk during transition .
- Nasdaq independence cure: Noted temporary non-compliance in Jan 2025; cure period in place; Board refresh (Rachel Richards; John Rickel nominee) intended to strengthen independence .
Director Compensation (Quartieri-specific details)
| Component | 2024 Amount |
|---|---|
| Fees Earned in Cash | $64,689 |
| Stock Awards (RSUs, grant-date FV) | $120,822 |
| Total | $185,511 |
- Notes: $20,822 of RSUs related to service from election to the 2024 annual meeting; annual non-employee director RSU grant was $100,000 in August 2024 .
Performance & Track Record
- Company TSR and earnings context are shown above (About section). Quartieri’s own CEO scorecard (revenue growth, EBITDA, FCF per share) was articulated qualitatively (process standardization, cost structure, growth) with a free-cash-flow-per-share North Star; quantitative CEO incentive targets are not yet disclosed .
Investment Implications
- Alignment and incentives: Expect a heavily equity-linked CEO package consistent with company practice; absolute price-hurdle PSUs would tightly align realized pay with TSR, but final terms are pending filing .
- Governance balance: The CEO/Chair dual role is partially mitigated by a Lead Independent Director and refreshed independent membership; however, oversight must remain rigorous given related-party dynamics and equity plan flexibility .
- Retention and execution risk: Leadership transitions (CEO, CFO, CLO) and Quartieri’s interim CFO role increase near-term operational risk but also centralize accountability; near-term KPIs should emphasize cash generation, inventory turns, and operating expense discipline consistent with his stated focus .
- Dilution and capital allocation: The stock plan amendments (evergreen, share recycling, larger pool) plus significant insider group ownership (55.7% Class B) create a powerful equity toolkit alongside control features; investors should monitor grant sizing, performance conditions, and buyback/M&A discipline for per-share value creation .