Laura G. O’Shaughnessy
VroomAbout Laura G. O’Shaughnessy
Independent director at Vroom (VRM) since May 2020; age 47. Former CEO and co-founder of SocialCode, with deep digital marketing and technology expertise; currently CMO and co-founder at Picnic Group. Education: BA in Economics (University of Chicago) and MBA (MIT Sloan). The Board has affirmatively determined she is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| SocialCode, LLC | Co-founder & Chief Executive Officer | 2009–Aug 2020 | Led digital/social advertising for leading consumer brands |
| Slate Group (online publisher) | Business development & product strategy | Prior to SocialCode tenure | Specialized in advertising product development and strategic partnerships |
| Picnic Group | Chief Marketing Officer & Co-Founder | Since Dec 2022 | Scales founder-created CPG brands; strategic growth and operations |
External Roles
| Organization | Role | Committees |
|---|---|---|
| Acuity Brands | Director | Audit Committee; Governance Committee |
Board Governance
- Committee assignments: Chair, Nominating & Corporate Governance; Member, Audit Committee .
- Independence: Affirmatively determined independent under Nasdaq rules; no family relationships among directors/executives .
- Attendance: Board held 17 meetings in FY 2024; each then-incumbent director attended >95% of Board and applicable committee meetings; all attended the 2024 annual meeting .
- Executive sessions: Regularly scheduled executive sessions of independent directors; chaired by the Independent Executive Chair or committee chairs .
- 2025 election outcome: Laura received 4,552,158 votes FOR, 4,642 WITHHELD; 86,481 broker non-votes—elected for a term ending at the 2026 annual meeting .
- Governance transition signal: If reelected, Timothy M. Crow is expected to become Chair of Nominating & Corporate Governance, replacing Laura as current Chair (Board intends to reduce size to eight) .
- Context: Company emerged from a prepackaged Chapter 11 on Jan 14, 2025; common stock relisted Feb 20, 2025 .
| Governance Metric | Value | Citation |
|---|---|---|
| Director since | May 2020 | |
| Independence | Independent (Nasdaq) | |
| Committees | Nominating & Corporate Governance (Chair); Audit (Member) | |
| Board meetings (FY 2024) | 17 | |
| Attendance (FY 2024) | >95% for all then-incumbent directors | |
| Executive sessions | Regular for Board and committees | |
| 2025 director election (Laura) | For: 4,552,158; Withheld: 4,642; Broker non-votes: 86,481 | |
| Expected Chair rotation | Crow to Chair Nominating & Governance (replacing Laura, if reelected) | |
| Say-on-pay (2025) | For: 4,541,392; Against: 12,341; Abstain: 3,067; Broker non-votes: 86,481 |
Fixed Compensation
- Policy: Non-employee directors receive cash and equity; $30,000 annual cash retainer plus committee-related fees; RSU awards (grant date fair value $100,000) at each annual meeting with time-based vesting .
- 2024 suspension: Board suspended all director cash and equity compensation on Apr 27, 2024 due to the Ecommerce Wind-Down; no compensation paid to directors in 2024 .
- Resumption: As of Mar 12, 2025, Board resumed cash and equity compensation under the policy .
| Cash Fee Schedule (2025 Policy) | Amount (USD) | Citation |
|---|---|---|
| Board Member annual retainer | $30,000 | |
| Independent Executive Chair | $20,000 | |
| Board Chair | $10,000 | |
| Audit Committee Chair | $10,000 | |
| Audit Committee Member (Non-Chair) | $5,000 | |
| Compensation Committee Chair | $5,000 | |
| Compensation Committee Member (Non-Chair) | $2,500 | |
| Nominating & Governance Chair | $4,000 | |
| Nominating & Governance Member (Non-Chair) | $2,000 |
| Laura G. O’Shaughnessy – 2024 Director Compensation | Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Fiscal 2024 (compensation suspended) | 0 | 0 | 0 |
Performance Compensation
- Structure: Director equity grants are time-based RSUs, not performance-based; annual RSU grants of $100,000 grant-date fair value; initial RSUs for mid-year appointments are prorated; annual RSUs vest on the earlier of the next annual meeting or first anniversary .
- Make-whole grant: On Mar 12, 2025, Board approved a make-whole RSU award of $100,000 for Laura and other directors, vesting by the earlier of the day immediately preceding the first annual meeting following grant or first anniversary, subject to continued service .
| Equity Award Metric | Detail | Citation |
|---|---|---|
| Annual RSU grant value | $100,000 (grant-date fair value, 10-day average price) | |
| Annual RSU vesting | Earlier of next annual meeting or first anniversary | |
| Make-whole RSU (Mar 12, 2025) | $100,000; same vesting terms | |
| New director start-date RSU (policy) | $100,000; vests 1/3 annually over 3 years |
No performance metrics (e.g., TSR, EBITDA) are tied to non-employee director RSU awards; awards are time-based per policy .
Other Directorships & Interlocks
- Current public company board: Acuity Brands (Audit and Governance committees) .
- Historical designation: Pre-IPO Voting Agreement designated Laura as a director; terminated at IPO; no ongoing special rights for elections .
| Company | Role | Overlapping Relationships / Potential Interlocks |
|---|---|---|
| Acuity Brands | Director; Audit & Governance committees | No VRM-disclosed transactions with Acuity Brands; no related-party exposure disclosed for Laura |
Expertise & Qualifications
- Digital/technology leadership (former CEO, SocialCode; product/partnerships at Slate) .
- Consumer marketing and operations (Picnic Group CMO/co-founder) .
- Financial literacy (Audit Committee member at VRM; committee roles at Acuity Brands) .
- Education: BA Economics (University of Chicago), MBA (MIT Sloan) .
Equity Ownership
| Beneficial Ownership (as of Apr 17, 2025) | Amount | Percentage of Outstanding |
|---|---|---|
| Total beneficial ownership (Laura G. O’Shaughnessy) | 4,592 | Less than 1% |
| Composition: Common shares | 508 | — |
| Composition: Warrants | 264 | — |
| Composition: RSUs vesting within 60 days | 3,820 | — |
- Outstanding shares basis: 5,162,873 common shares outstanding as of Apr 17, 2025 .
- Pledging/hedging: Company prohibits directors and executive officers from hedging or pledging company securities .
Governance Assessment
- Board effectiveness: Laura’s dual role as Chair of Nominating & Governance and Audit Committee member, high attendance (>95%), and strong shareholder support in 2025 election indicate high engagement and investor confidence .
- Independence and alignment: Independent status affirmed; director pay suspended during 2024 restructuring and resumed in 2025—signals discipline; equity awards are time-based and modest relative to policy levels .
- Potential conflicts/related-party exposure: No related-party transactions disclosed involving Laura; company maintains a formal related-person transaction review policy overseen by the Audit Committee .
- Risk indicators: Concentrated ownership (Mudrick 76.58%) with board observer rights may influence governance dynamics; however, observer is non-voting and compensated only for expenses .
- Chair transition: Expected rotation of Nominating & Governance chair to Timothy Crow post-reelection suggests ongoing board refresh; Laura remains a nominee and elected with near-unanimous support .
RED FLAGS
- Ownership concentration: Mudrick Capital holds 76.58% and has a board observer—monitor for undue influence, though observer is non-voting .
- No pledging/hedging red flags for Laura; none disclosed related-party transactions for her .