Rachel Richards
RMBLAbout Rachel Richards
Rachel Richards (62) is an independent director at RumbleOn (RMBL), appointed March 17, 2025. She brings 38+ years in automotive, including 20 years at Ford Motor Company and 18+ years at Sonic Automotive, where she served as Chief Marketing Officer and Vice President of Retail Strategy through January 1, 2025; she led EchoPark’s launch and Sonic’s shift from traditional to digital marketing. She holds a B.S. in Business Administration from Shippensburg University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sonic Automotive (NYSE: SAH) | Chief Marketing Officer; VP Retail Strategy | 2014 – Jan 1, 2025 | Led strategic planning; launched EchoPark; oversaw traffic management, applications, website and brand marketing, guest experience, loyalty, digital/social; architected Guest Experience Center; drove digital transformation |
| Ford Motor Company (NYSE: F) | Various leadership roles | 1984 – 2004 | Executive and managerial positions across operations/marketing |
External Roles
| Category | Organization | Role | Tenure | Notes |
|---|---|---|---|---|
| Public company boards | — | — | — | No other public company directorships disclosed in RMBL’s proxy |
Board Governance
- Independence: RMBL’s Board determined Richards is “independent” under Nasdaq and SEC rules .
- Committee assignments (post-Annual Meeting, anticipated): will succeed Steven Pully as a member of the Compensation Committee and be appointed to the Nominating & Corporate Governance (N&CG) Committee .
- Board structure and attendance: 19 Board meetings in 2024; each director attended ≥75% of Board and committee meetings; directors are expected to attend the Annual Meeting (all then-serving directors attended in 2024). Rebecca Polak is Vice Chairman and Lead Independent Director since Jan 13, 2025 .
- Risk oversight: Audit Committee oversees internal controls; full Board retains cybersecurity oversight; committee chairs report to full Board .
- Clawback policy: Adopted per SEC/Nasdaq for recovery upon restatements or material non-compliance .
- Hedging policy: Company has not adopted a policy prohibiting hedging or short selling of RMBL securities (potential alignment risk) .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (non-employee directors) | $65,000 | Standard director retainer |
| Annual RSU award (grant-date fair value) | $100,000 | Granted to non-employee directors; pricing at grant-date fair value |
| Audit Committee chair | $20,000 | Cash retainer |
| Audit Committee member | $10,000 | Cash retainer |
| Compensation Committee chair | $15,000 | Cash retainer |
| Compensation Committee member | $7,500 | Cash retainer |
| N&CG Committee chair | $10,000 | Cash retainer |
| N&CG Committee member | $5,000 | Cash retainer |
| Special Committee (2024 only) | $10,000 | Additional cash retainer for members (not expected for Richards) |
- Equity grant timing policy: For non-employee directors, equity grants generally occur on the date of the annual shareholders meeting; officer/employee grants on the second trading day after the next financial results announcement following Compensation Committee approval .
Performance Compensation
| Item | Structure | Metrics |
|---|---|---|
| Director equity awards | RSUs valued at $100,000 | No director-specific performance metrics disclosed; director awards are RSU-based rather than PSU-based |
| Equity grant scheduling | Per equity grant policy | Annual meeting grant timing for directors |
Other Directorships & Interlocks
- No other public company directorships disclosed for Richards in RMBL’s 2025 proxy .
- Board includes investor representation (Mark Cohen of Stone House Capital) per prior rights offering agreements (contextual interlock at Board level) .
Expertise & Qualifications
- Core strengths: marketing, digital transformation, strategy, customer engagement, and automotive retail operations; led EchoPark launch and digital transition at Sonic .
- Education: B.S. in Business Administration (Shippensburg University) .
Equity Ownership
| Holder | Class A Shares | Class A % | Class B Shares | Class B % |
|---|---|---|---|---|
| Rachel Richards | — | — | — | * (<1%) |
Note: As of April 8, 2025, beneficial ownership table shows no reported Class A or Class B holdings for Richards; “*” denotes <1% .
Governance Assessment
-
Positives:
- Independent director with deep automotive retail and customer experience expertise; slated to serve on Compensation and N&CG committees, enhancing board oversight in pay and governance .
- Adoption of compensation clawback policy aligned with SEC/Nasdaq standards .
- Independent compensation consultant FW Cook engaged in December 2024 for executive and director compensation; no conflicts found .
- Strong Board activity and attendance in 2024; presence of Lead Independent Director supporting independent oversight .
-
Risks/Red Flags:
- Significant related-party exposure with directors Coulter/Tkach: 27 related-party property leases (~$16.4m base rent in 2024; 2% annual increases), a $16.0m floorplan facility (SOFR+5%), and a sale-leaseback ($4.0m) executed with entities they control—ongoing financial ties that require vigilant Audit Committee oversight .
- Ownership concentration: directors and executive officers as a group beneficially own ~55.7% of Class B shares, potentially reducing the influence of minority shareholders; Richards currently holds no reported shares (alignment lag until RSU grant) .
- Equity plan amendment seeks to add an evergreen (up to 5% annual share increase without shareholder approval), eliminate annual grant limits, and recycle shares withheld for taxes—dilution and governance risk if not tightly managed .
- No anti-hedging policy adopted, which can weaken alignment signals for insiders (industry practice increasingly prohibits hedging/pledging) .
Overall: Richards strengthens board expertise and independence in customer-centric strategy and digital marketing. The key governance watchpoints are related-party transactions, ownership concentration, and equity plan evergreen mechanics; her anticipated roles on Compensation and N&CG committees position her to influence pay governance and board refreshment, but investors should monitor her equity accumulation over time and the board’s management of related-party exposure .