Paul Cappuccio
About Paul Cappuccio
Paul Cappuccio, age 63, is an independent director of Rumble Inc. and has served on Rumble’s Board since September 2022 (previously on Legacy Rumble’s board from January 2021 to September 2022). He is Managing Partner of Torridon Law PLLC (since May 2024), and previously served as EVP & General Counsel at Time Warner and SVP & General Counsel at AOL; he holds a J.D. from Harvard Law School and a B.A. from Georgetown University . The Board has determined he is independent under Nasdaq standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Time Warner, Inc. | Executive Vice President & General Counsel | Jan 2001 – Jun 2018 | Led legal function through major M&A; senior public-company executive experience |
| America Online, Inc. | SVP & General Counsel | Aug 1999 – Jan 2001 | Oversaw legal matters; role included AOL–Time Warner merger process |
| NJOY, LLC | Chief Legal Officer & General Counsel | Jan 2020 – Jun 2023 | Senior legal executive at private company |
| dtx (Flowcode) | Vice Chairman | 2019 – 2020 | Senior executive in emerging company |
| Kirkland & Ellis | Partner | Prior to 1999 | Litigation/transactions experience |
| U.S. Department of Justice | Associate Deputy Attorney General | Early 1990s | Senior DOJ role |
| Chipotle Mexican Grill, Inc. (NYSE: CMG) | Director; Chair, Nominating & Governance; Audit Committee member | 2016 – 2020 | Public company board, chaired nom/gov and served on audit |
| Central European Media Enterprises (Nasdaq: CETV) | Director | 2009 – 2018 | Public company board |
External Roles
| Organization | Role | Start | Notes |
|---|---|---|---|
| Torridon Law PLLC | Managing Partner (member of management committee) | May 2024 | Announced by firm; current employment as of Rumble 2025 proxy |
Board Governance
- Committee assignments (FY2024): Audit Committee member; Compensation Committee Chair. FY2024 committee meetings: Audit (10), Compensation (5), Nominating & Corporate Governance (3) .
- Independence: Independent director under Nasdaq; Rumble notes it is a “controlled company,” but the Compensation Committee is composed solely of independent directors .
- Financial expertise: Qualifies as an “audit committee financial expert” under SEC rules .
- Attendance and engagement: Each director attended at least 75% of Board and applicable committee meetings in FY2024; the Board met 21 times in FY2024 .
| Committee | Role | FY2024 Meetings | Independence/Notes |
|---|---|---|---|
| Audit | Member | 10 | Committee composed solely of independent directors; Cappuccio deemed financially literate and an audit committee financial expert |
| Compensation | Chair | 5 | Committee solely independent directors; oversees exec comp, director pay, succession, risk in comp policies |
| Nominating & Corporate Governance | — | 3 | Committee fully independent (membership chaired by another director) |
- Lead Independent Director: Jerry Naumoff in 2025; executive sessions among non-management directors at least annually .
- Related-party oversight: Audit Committee reviews and approves Item 404 related-party transactions .
Fixed Compensation (Director)
- Policy (approved Aug 2023): Annual cash retainer $50,000 (electable as RSUs), annual equity retainer $200,000 in RSUs; committee retainers: Audit Chair $20,000; Audit member $12,500; Compensation Chair $15,000; Compensation member $7,500; Nominating Chair $12,500; Nominating member $5,000. New directors appointed after 2024 annual meeting receive an additional $250,000 RSU retainer vesting at the next Annual Meeting .
| Component | FY2023 (actual) | FY2024 (actual) | Notes |
|---|---|---|---|
| Fees Earned or Paid in Cash (often taken in RSUs) | $77,500 | $77,500 | Includes committee chair/member retainers based on roles |
| Equity Awards (RSUs, grant-date FV) | $200,000 | $200,000 | FY2023 awards vested 6/14/2024; FY2024 awards vest 6/13/2025 |
| Total | $277,500 | $277,500 |
- Payment form: FY2023 and FY2024 fees for Cappuccio were paid as RSU awards (vesting alongside the annual grant) .
Performance Compensation (Director)
Directors receive time-based RSUs; no performance-conditioned metrics are disclosed for non-employee director equity.
| Performance-linked element | FY2023 | FY2024 | Notes |
|---|---|---|---|
| Performance metrics tied to director equity (e.g., revenue, EBITDA, TSR) | None disclosed | None disclosed | Policy specifies annual RSUs that vest with service; no performance criteria disclosed |
| Vesting schedule (director RSUs) | Vested on 6/14/2024 | Vest on 6/13/2025 | Time-based vesting per policy |
Other Directorships & Interlocks
| Company | Type | Role | Tenure | Committees/Notes |
|---|---|---|---|---|
| Chipotle Mexican Grill, Inc. (NYSE: CMG) | Public | Director | 2016 – 2020 | Chair, Nominating & Governance; Audit Committee member |
| Central European Media Enterprises (Nasdaq: CETV) | Public | Director | 2009 – 2018 | Director |
Note: Rumble is a “controlled company,” which can affect committee composition requirements; Rumble’s Compensation Committee is nonetheless fully independent .
Expertise & Qualifications
- Legal and regulatory: Former EVP & General Counsel at Time Warner; SVP & General Counsel at AOL; DOJ Associate Deputy Attorney General .
- Governance and compensation: Experienced public company director and current Chair of Rumble’s Compensation Committee; prior chair of Chipotle’s Nominating & Governance Committee .
- Financial oversight: Designated audit committee financial expert .
- Education: J.D., Harvard Law School; B.A., Georgetown University .
- Current legal practice leadership: Managing Partner at Torridon Law since May 2024 .
Equity Ownership
- Section 16(a) compliance: Company reports directors and officers filed on a timely basis in FY2024 .
| As-of Date | Class A Shares Owned | Options Exercisable ≤60 Days | Total Beneficially Owned | % of Class | Notes |
|---|---|---|---|---|---|
| Apr 10, 2025 | 33,056 | 93,616 | 126,672 | <1% | Voting power dominated by CEO’s super-voting Class D structure |
| Dec 31, 2023 | 111,413 | — | 111,413 | <1% | |
| Apr 21, 2023 | 98,924 | — | 98,924 | <1% |
Holdings detail (unvested/other as-of 12/31/2024):
| Holding Type | Quantity | Notes |
|---|---|---|
| RSUs outstanding | 49,377 | Director RSUs (time-based) |
| Stock options | 93,616 | Legacy option count; no exercise price/expiry disclosed in director table |
Governance Assessment
-
Positives
- Deep legal, regulatory, and board governance background; designated audit committee financial expert and current Compensation Committee Chair .
- Strong meeting cadence and attendance; all directors ≥75% attendance in FY2024; robust committee activity (Audit 10; Compensation 5; Nominating 3) .
- Use of independent compensation consultant (Mercer); Committee determined no consultant conflicts of interest for FY2024 .
- Director pay structure aligns with shareholders via majority equity (fixed dollar RSUs), with clear vesting and optional fee-for-RSU election .
-
Watch items / potential risk indicators
- Controlled company status means certain Nasdaq governance exemptions can apply; while Rumble’s Compensation Committee is independent, overall voting power is highly concentrated with the CEO through non-economic Class D shares (e.g., 95,791,120 Class D shares with 11.2663 votes per share), which can limit shareholder influence on board matters .
- Related-party sensitivity: A fellow director (Ryan Milnes) is CEO of a vendor providing services to Rumble (Cosmic Development), placing importance on Audit Committee oversight of related-party transactions (which Cappuccio’s Audit Committee helps oversee) .
-
Shareholder support signal
- 2025 director election: Cappuccio received 1,093,789,794 “For” and 409,916 “Withheld” votes (broker non-votes 26,892,663), indicating strong support in the most recent annual meeting .
No specific related-party transactions requiring disclosure were identified for Mr. Cappuccio in the documents reviewed; Audit Committee retains approval responsibility for any such transactions .
Appendix: Director Compensation Policy Detail (for reference)
| Element | Amount/Terms |
|---|---|
| Annual cash retainer (electable as RSUs) | $50,000 |
| Annual equity retainer | $200,000 in RSUs |
| New director additional equity (post-2024 AM) | $250,000 in RSUs (vests on date of next Annual Meeting) |
| Committee retainers | Audit Chair $20,000; Audit member $12,500; Compensation Chair $15,000; Compensation member $7,500; Nominating Chair $12,500; Nominating member $5,000 |
All RSU grant values are grant-date fair values per U.S. GAAP; director awards are time-based (no performance metrics disclosed) .