Tyler Hughes
About Tyler Hughes
Tyler Hughes, age 41, is the Chief Operating Officer of Rumble, a role he has held since August 2021. He holds a PhD in Physics with a specialization in Nuclear Medicine and a BSc (Honors) in Physics from the University of British Columbia, and previously led digital transformation and AI commercialization initiatives at Bayer AG’s pharmaceutical businesses . Company performance in 2024 showed 18% year-over-year revenue growth to $95.5 million, with Adjusted EBITDA improving (less negative) to $(92.1) million from $(115.3) million in 2023, contextualizing incentive outcomes under the management team’s stewardship .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Bayer AG (Pharmaceuticals) | Medical Advisor | 2012 | Entry into pharma; foundation for commercial roles |
| Bayer Canada (Pharmaceuticals) | Director of Strategy and Operations | Not disclosed | Led digital transformation for the business |
| Bayer Pharmaceuticals – Americas Region | Chief of Staff to SVP of Commercial Operations | 2018 | Supported regional commercial operations from Pittsburgh, PA |
| Bayer Pharmaceuticals | Head of Marketing, AI-based enterprise software business | Not disclosed (pre-2021) | Oversaw organizational transition and commercial launch |
External Roles
No external public-company directorships disclosed for Hughes in Rumble’s proxy executive officer section .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary (USD) | $394,725 | $388,537 |
| Employment Agreement Base Salary (Currency) | CDN$532,731 (initial annual) | CDN$532,731 (initial annual) |
| Target Bonus % of Base | 50% | 50% |
| Max Bonus % of Base | 100% | 100% |
| Actual STIP Bonus Paid | $198,362 (includes $1,000 one-time) | $92,372 STIP + $1,000 one-time = $93,372 |
| All Other Compensation | $0 | $56,203 (includes tax liability paid to be reimbursed and foreign tax prep gross-up $4,512) |
Performance Compensation
Annual Equity Grants (Grant-date fair value and type)
| Year | RSUs (# / Fair Value) | Options (# / Fair Value) | Notes |
|---|---|---|---|
| 2023 | RSUs: aggregate fair value $243,450 | Options: aggregate fair value $729,998 | Awards vest in four equal annual installments from grant anniversary |
| 2024 | RSUs: 36,810 ($245,891) | Options: 178,360 ($745,545) | RSUs/Options vest in equal annual installments over 3–4 years |
Outstanding Equity Awards (as of Dec 31, 2024)
| Award Type | Grant Date | Amount | Exercise Price | Expiration | Vesting | Market/Value Basis |
|---|---|---|---|---|---|---|
| Options (Prior Plan, fully vested) | 8/16/2021 | 466,853 exercisable | $2.50 | 8/16/2041 | Vested 9/16/2022 | — |
| RSUs | 11/16/2022 | 3,425 unvested; MV $44,559 | — | — | 4 equal annual installments | Market value using $13.01 close (12/31/2024) |
| Options | 11/16/2022 | 11,534 exercisable; 11,534 unexercisable | $10.60 | 11/16/2032 | 4 equal annual installments | — |
| RSUs | 4/3/2023 | 19,383 unvested; MV $252,173 | — | — | 4 equal annual installments | $13.01 close (12/31/2024) |
| Options | 4/3/2023 | 21,804 exercisable; 65,412 unexercisable | $9.42 | 4/3/2033 | 4 equal annual installments | — |
| RSUs | 4/3/2024 | 36,810 unvested; MV $478,898 | — | — | 4 equal annual installments | $13.01 close (12/31/2024) |
| Options | 4/3/2024 | 178,360 unexercisable | $6.68 | 4/3/2034 | 4 equal annual installments | — |
Notes: • RSU market values are calculated using NASDAQ closing price $13.01 on 12/31/2024 .
• Prior Plan options converted at Business Combination per exchange ratio; details in footnote .
STIP Structure and Metrics
| Metric | Weighting | Target | Actual | Payout | Vesting/Timing |
|---|---|---|---|---|---|
| Short-Term Incentive Plan (Cash) | Not disclosed | Prorated target upon qualifying termination | 2023 $198,362; 2024 $92,372 (+$1,000) | Discretion allowed by Comp Committee and CEO | Annual cash payout; employment-contingent |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | No Class C or Class D beneficial ownership disclosed for Tyler Hughes as of proxy date |
| Options – Exercisable | 466,853 (2021 grant); 11,534 (2022 grant); 21,804 (2023 grant) |
| Options – Unexercisable | 11,534 (2022); 65,412 (2023); 178,360 (2024) |
| RSUs – Unvested | 3,425 (2022); 19,383 (2023); 36,810 (2024) |
| Stock Ownership Guidelines | Not disclosed |
| Pledging/Hedging | Not disclosed; no pledging indicated |
| Section 16(a) Compliance | Filings timely for year ended Dec 31, 2024 per company’s review |
Employment Terms
| Provision | Terms |
|---|---|
| Employment Agreement Date | November 2022 |
| Base Salary | CDN$532,731 initial annual; paid in Canadian dollars |
| Bonus Eligibility | Target 50% of base; max 100% of base |
| Termination Without Cause / Good Reason | Entitled to: (i) unpaid prior-year bonus; (ii) prorated target bonus for year of termination; (iii) continued health/dental participation for 12 months (or longer per ESA); (iv) base salary amount net of ESA notice-period pay (lump or installments at company discretion); (v) target bonus amount paid over 12 months; (vi) continued vesting for 12 months of outstanding time-based equity awards |
| Change-in-Control Benefits | No additional entitlements beyond employment agreement terms stated; company notes NEOs have no separate change-in-control payments other than as described |
| Restrictive Covenants | Compliance with “restrictive covenants” required; specifics not disclosed for Hughes |
| Clawback Policy | Not disclosed in the proxy for Hughes |
Compensation Committee & Peer Benchmarking
- Rumble is an “emerging growth company” and is exempt from say‑on‑pay and certain Dodd‑Frank compensation disclosures .
- Compensation Committee retained Mercer for market analysis, peer group updates, and compensation structuring; Mercer provided only compensation advisory services (no other consulting) .
Performance & Track Record
- Operational background: Led digital transformation at Bayer Canada; Chief of Staff in Americas Region; commercial launch oversight for an AI-based enterprise software business .
- Company outcomes: 2024 revenue grew 18% to $95.5M; Adjusted EBITDA improved to $(92.1)M from $(115.3)M in 2023, while net loss widened due to warrant and derivative fair value changes .
Compensation Structure Analysis
- Cash vs Equity Mix: 2024 total compensation comprised salary $388,537, cash bonus $93,372, RSUs $245,891, options $745,545, and other comp $56,203, indicating significant equity emphasis relative to cash .
- Equity Awards: Shift toward time-based RSUs and multi-year option grants with 3–4 year vesting schedules; RSU/option grants in 2024 continue staged vesting, supporting retention and alignment .
- Discretionary Bonuses: Committee retains discretion to adjust STIP payouts; specific performance metrics and weights not disclosed, creating opacity in pay‑for‑performance linkage .
- Tax Gross‑Ups: Small foreign tax preparation gross‑up ($4,512) and company-paid tax liability to be reimbursed, modest governance risk .
Investment Implications
- Alignment: Minimal disclosed direct share ownership alongside sizable outstanding RSUs/options suggests alignment is primarily via future equity vesting rather than current ownership; continued 12‑month vesting post‑termination reduces near‑term selling pressure and provides retention ballast .
- Pay-for-Performance Risk: Lack of disclosed STIP metrics/weightings increases the risk of discretionary payouts; investors should monitor subsequent proxies for metric definition and any movement to performance‑based equity (PSUs) .
- Retention: Severance structure (salary plus target bonus paid over 12 months and continued vesting) is competitive and likely lowers departure risk, though absence of separate change‑in‑control economics limits windfall exposure .
- Trading Signals: Option strike ladder ($10.60 in 2022; $9.42 in 2023; $6.68 in 2024) concentrates upside sensitivity around multi‑year price thresholds; accumulation/exercise behavior, if disclosed in future Form 4s, would be a useful signal to track for sentiment and liquidity impacts .