Rebecca Polak
RMBLAbout Rebecca Polak
Rebecca Polak, age 54, has served on RumbleOn’s Board since May 9, 2023 and was appointed Vice Chairman and Lead Independent Director on January 13, 2025. She is CEO of Manhattan Home Design (since May 2024), and previously served as Chief Commercial Officer and General Counsel of CarLotz, Inc. (Oct 2020–Jun 2022). Earlier, she held senior legal and operating roles at KAR Auction Services (now Openlane), including Chief Legal Officer, President of TradeRev, Executive Vice President & General Counsel, and Corporate Secretary, following prior legal roles at ADESA and law firms Krieg DeVault and Haynes and Boone. She holds a J.D. from SMU Dedman School of Law (cum laude) and a B.A. in English from Indiana University Bloomington .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CarLotz, Inc. (Nasdaq: LOTZ) | Chief Commercial Officer & General Counsel | Oct 2020–Jun 2022 | Commercial/legal leadership in automotive retail |
| KAR Auction Services/Openlane, Inc. (NYSE: KAR) | Chief Legal Officer; President of TradeRev; Corporate Secretary; EVP & General Counsel | Oct 2017–Oct 2019 (CLO/President/Secretary); Apr 2007–Oct 2017 (EVP & GC); Apr 2007–Oct 2019 (Secretary) | Legal/M&A leadership; digital wholesale platform operations |
| ADESA, Inc. | Assistant General Counsel & Assistant Secretary; Vice President | Feb 2005–Apr 2007 (AGC/Asst Sec); Dec 2006–Apr 2007 (VP) | Automotive auction legal operations |
| Krieg DeVault; Haynes and Boone | Corporate & securities attorney | 2000–2005; 1995–1999 | Corporate/securities law practice |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Manhattan Home Design | Chief Executive Officer | Since May 2024 | Private company leadership |
| Moatable, Inc. (NYSE: MTBL) | Director | Oct 2023–May 2024 | Short-term public board service |
Board Governance
- Independence: The Board determined that Rebecca Polak is independent under Nasdaq and SEC rules .
- Leadership: Appointed Vice Chairman and Lead Independent Director on Jan 13, 2025 .
- Board attendance: The Board held 19 meetings in 2024; every director attended at least 75% of Board and applicable committee meetings, and all directors attended the 2024 Annual Meeting .
- Committee assignments (2024 activity shown):
- Audit Committee member; Committee held 10 meetings in 2024 .
- Compensation Committee Chair; Committee held 8 meetings and took two unanimous written consents in 2024; engaged FW Cook as independent compensation consultant (no conflicts found) .
- Nominating & Corporate Governance Committee member; Committee held 2 meetings and took one unanimous written consent in 2024 .
- Special Committee member (formed Sept 12, 2024) overseeing capital-raising transactions with related parties; held 22 meetings and approved the 2024 Rights Offering and Support & Standby Purchase Agreement .
Fixed Compensation
| Component | Amount | Timing/Notes |
|---|---|---|
| Annual Board cash retainer | $65,000 | Standard non-employee director retainer |
| Committee chair retainer (Compensation) | $15,000 | Chair fee |
| Committee member retainers | Audit $10,000; N&CG $5,000 | Member fees |
| Special Committee retainer | $10,000 | 2024 only; per member |
| RSU annual grant (fair value) | $100,000 | Granted Aug 2024 to non-employee directors |
| Total 2024 compensation (Polak) | $195,000 (Cash $95,000; Stock $100,000) | Per director comp table |
Note: Individual cash fees may reflect prorations/role changes during the year; the fee schedule above is policy-level, while the table total reflects actual paid amounts .
Performance Compensation
| Item | Detail |
|---|---|
| Director equity program | Non-employee directors receive annual RSUs with grant-date fair value of $100,000; proxy does not specify performance metrics for director grants . |
| RSU mechanics under Plan | Committee may impose time-based vesting or performance goals; RSU settlement by March 15 following vesting removal per Section 409A; dividend equivalents may be provided on vested RSUs at Committee discretion . |
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Notes |
|---|---|---|
| Moatable, Inc. (NYSE: MTBL) | Director (Oct 2023–May 2024) | No RMBL conflict disclosed |
| Stone House Capital presence on RMBL Board | Mark Cohen (Stone House managing partner) is a director; Stone House is a significant RMBL shareholder with nomination rights | Investor influence context; Polak serves alongside Cohen; Special Committee addressed related-party capital raising |
Expertise & Qualifications
- Automotive wholesale/retail operations, digital marketplaces, and M&A leadership from KAR/Openlane and TradeRev .
- Senior legal and corporate governance expertise (CLO, GC, Corporate Secretary) .
- Public company board and executive experience; current LID role at RMBL .
- Education: J.D., SMU Dedman School of Law (cum laude); B.A., Indiana University Bloomington .
Equity Ownership
| Measure | Class A | Class B | % of Class |
|---|---|---|---|
| Beneficial ownership (as of Apr 8, 2025) | — | 83,838 | <1% |
| Shares with sole voting/dispositive power | — | 55,307 | — |
Capital structure context: Directors/executives as a group hold ~55.7% of Class B voting power; Stone House ~18.8%, Coulter ~18.0%, Tkach ~18.2% .
Governance Assessment
- Board effectiveness: Polak’s combination of legal/M&A depth and auto retail/wholesale operating experience is well-aligned with RMBL’s business model. Her leadership as Compensation Committee Chair and LID strengthens oversight of pay and board processes .
- Engagement: High committee activity (Audit, Comp, N&CG) and extensive Special Committee work on related-party capital raising indicate strong involvement during a complex governance year; Board/committee attendance thresholds were met across directors .
- Independence & conflicts: Polak is independent under Nasdaq/SEC rules, and the Compensation Committee engaged FW Cook with no conflicts of interest; Special Committee structure for related-party financing is a positive control .
- Ownership alignment: Polak beneficially owns 83,838 Class B shares (<1%), indicating some equity alignment; director equity is delivered via annual RSUs .
- Policies and RED FLAGS:
- No hedging prohibition: RMBL has not adopted a policy prohibiting hedging or short selling—a shareholder-alignment concern for directors and officers. RED FLAG .
- Related-party environment: Family employment of an executive’s relatives and investor backstop/nomination rights heighten conflict risk; mitigated by Special Committee oversight. Signal to monitor .
- Concentrated control: Directors/executives collectively hold ~55.7% of Class B voting power, which can reduce minority influence on governance matters. Signal to monitor .
Overall, Polak’s credentials and LID status support board independence and compensation oversight amid a complex capital structure and related-party backdrop; the absence of a hedging prohibition is a notable governance weakness requiring investor attention .