William Coulter

About William Coulter

William Coulter (age 69) is a director of RumbleOn (RMBL), serving on the Board since July 14, 2023; he previously was an executive officer and director, including Executive Vice Chairman from August 2021 to February 2022, and a Board observer from June 14 to July 14, 2023 . He co‑founded RideNow Powersports in 1989 and oversaw its financial and growth strategies until its acquisition by RumbleOn in August 2021, growing it into the largest U.S. powersports dealer group; he also manages Coulter Management Group LLLP (founded 2011) and owns several Arizona auto dealerships, reflecting deep operating and industry credentials across powersports and automotive retail . The Board’s independence determinations list independent directors as John Rickel, Rachel Richards, Mark Cohen, and Rebecca Polak; Mr. Coulter is not classified as independent .

Past Roles

External Roles

Board Governance

• Independence status: Not independent (independent directors are Rickel, Richards, Cohen, and Polak) .
• Committee assignments: Not listed on Audit, Compensation, or Nominating & Corporate Governance committees in the 2025 proxy; Special Committee (2024) members were Pully, Polak, and Quartieri (not Coulter) .
• Attendance/engagement: Board held 19 meetings in 2024; each director met at least the 75% attendance threshold; all directors at the time attended the 2024 annual meeting .
• Board leadership: CEO Michael Quartieri is Chair; Rebecca Polak is Vice Chair and Lead Independent Director (appointed Jan 13, 2025) .
• Risk oversight: Audit Committee oversees internal controls and related‑party transactions; full Board retains cyber risk oversight .
• Policies: Clawback policy adopted (per SEC/Nasdaq requirements) ; company has not adopted a policy prohibiting hedging or short selling of company securities (governance weakness) .

Fixed Compensation (Director)

• Note: Company disclosure states Mr. Coulter “waived half of his annual cash retainer in 2024,” yet the table reports $65,000 in cash fees; no additional explanation provided in the proxy .

Performance Compensation

• No performance‑based director compensation disclosed for Mr. Coulter; non‑employee directors receive time‑based RSU awards with grant timing set by equity grant policy (generally at the annual meeting) .

Other Directorships & Interlocks

• Other current public company boards: None disclosed for Mr. Coulter .
• Network/interlocks affecting RMBL: Stone House Capital (managed by director Mark Cohen) gained a board nomination right via the December 2023 rights offering backstop; Cohen joined the board Aug 30, 2023 . Mr. Coulter and fellow director Mark Tkach are long‑time business partners (RideNow co‑founders), amplifying related‑party considerations via joint control entities .

Expertise & Qualifications

• 50+ years in auto dealerships; co‑founded and scaled RideNow to the largest U.S. powersports dealer group; extensive finance, growth strategy, and operations experience in powersports and auto retail .

Equity Ownership

• Group control context: Directors and executive officers as a group held ~55.7% of Class B; major holders include Stone House 18.8% and Mark Tkach 18.2% (concentrated ownership) .
• Pledging/hedging: No pledging disclosed; company has not adopted a no‑hedging policy (hedging is not prohibited by policy) .

Related‑Party Exposure (Conflicts)

• Leases: 27 leases where landlord entities are controlled by William Coulter and/or Mark Tkach; aggregate annual base rent ≈ $16.4 million in 2024 (vs. $15.7 million in 2023), with 2% annual escalators; most terms began Sept 1, 2021 for 20 years; two additional leases entered in 2024 (one 20‑year with purchase option, one 10‑year) .
• Floor plan facility: $16.0 million revolving availability with William Coulter, Mark Tkach, and RideNow Management LLLP at SOFR + 5%; $15.9 million outstanding at Dec 31, 2024 .
• Sale‑leaseback: Dec 27, 2024 sale of a Florida dealership property to an entity controlled by Coulter and Tkach for $4.0 million (described as fair market value), followed by a 10‑year leaseback at initial annual base rent ≈ $0.3 million with 2% annual increases; no purchase option .
• Rights‑offering backstops:
  • 2024: Stone House purchased 349,333 shares at $4.18/share (~$1.5M) as backstop; investors were Stone House, Tkach, and Coulter, with registration rights granted; investors received expense reimbursement but no fees .
  • 2023: 3,443,289 shares purchased by Stone House, Tkach, and Coulter as backstop at $5.50/share (~$18.9M); Stone House obtained a board nomination right (Cohen appointed Aug 30, 2023) .
• Proxy/Cooperation agreements (2023): Settlement with Tkach and Coulter included their temporary voting commitments and board changes (observer and director appointments); reimbursement of estimated $2.5 million in advisor fees related to the proxy contest .
• Other: 2023 payments of $0.1 million to Coulter Management Group LLLP for shared post‑acquisition costs; no 2024 payments .
• Governance mitigants: Audit Committee reviews related‑party transactions; a Special Committee was formed in 2024 to review and approve related‑party capital raises (e.g., rights offering), indicating process safeguards .

Governance Assessment

• Positives

  • Significant ownership alignment (≈18% of Class B) suggests strong long‑term incentives .
  • Process mitigants for conflicts are in place (Audit Committee related‑party oversight; 2024 Special Committee for related‑party capital raising) .
  • Board attendance met thresholds; presence of a Lead Independent Director enhances independent oversight .

• Risks/Red Flags

  • Not independent; substantial related‑party exposure via leases (~$16.4M 2024 rent), floor plan financing ($16.0M facility; $15.9M drawn), and sale‑leaseback (creates ongoing landlord counterparty relationship) .
  • Concentrated control among three blocs (Stone House, Coulter, Tkach), with directors/executives as a group at ~55.7% of Class B, elevating minority investor governance risk .
  • No company policy prohibiting hedging or short selling of company stock (misalignment risk) .
  • Backstop and cooperation arrangements underscore ongoing influence dynamics and potential for perceived conflicts; while fees were limited to expense reimbursement, investor rights (e.g., nomination) and recapitalization terms merit monitoring .

• Director Pay Mix/Alignment

  • 2024 compensation is equity‑leaning ($100k RSUs vs. $65k cash), which supports alignment; however, the proxy notes Mr. Coulter “waived half” of his cash retainer despite the table showing $65k cash fees, an inconsistency worth clarifying with IR .