Matthew J. Pietroforte

About Matthew J. Pietroforte

Matthew J. Pietroforte (age 37) joined Vroom’s Board in January 2025. He is a Managing Director & Senior Analyst at Mudrick Capital Management, L.P., with prior roles at Davidson Kempner (Principal, 2015–2019) and restructuring investment banking at Centerview Partners and Miller Buckfire. He holds a B.A. (Economics & Psychology) from Amherst College and an MBA from Wharton. He currently serves on the board of Catalina Marketing Corporation and previously on Mudrick Capital Acquisition Corporation II (April–September 2022) .

Past Roles

External Roles

Board Governance

• Board structure: Independent Executive Chair separate from CEO; regular executive sessions of independent directors .
• Committees (current membership): Audit (Mylod, Lang, O’Shaughnessy, Pretlow), Compensation (Crow, Farello, Lang, Mylod), Nominating & Corporate Governance (O’Shaughnessy, Crow, Pretlow). Pietroforte is not listed on any committee in the proxy’s current committee rosters .
• Independence: Board affirmatively identified independent directors as Mylod, Crow, Farello, Lang, O’Shaughnessy, Pretlow, and Patel; Pietroforte is not included in that independence list as presented .
• Attendance: The Board met 17 times in 2024; then‑incumbent directors attended >95% of Board and committee meetings. Pietroforte joined in 2025, so 2024 attendance is not applicable .
• Election results (2025): Pietroforte received 4,552,161 votes FOR, 4,639 WITHHELD, 86,481 broker non‑votes .

Fixed Compensation

• Cash retainer policy (resumed March 12, 2025):
  • Board member: $30,000
  • Independent Executive Chair: $20,000; Board Chair: $10,000
  • Audit Chair $10,000; Audit Member $5,000
  • Compensation Chair $5,000; Compensation Member $2,500
  • Nominating Chair $4,000; Nominating Member $2,000 .
• 2024 director compensation was suspended for all non‑employee directors; resumed March 12, 2025 .

Performance Compensation

Other Directorships & Interlocks

• Controlling shareholder affiliation: Pietroforte is an MD at Mudrick Capital, which beneficially owns 76.58% of Vroom’s common stock as of April 17, 2025 .
• Related‑party financing: On March 8, 2025, Vroom, UACC and Darkwater Funding LLC entered into a $25.0 million delayed draw term loan with Mudrick Capital Management, L.P.; interest at Term SOFR + 850 bps, PIK option, collateralized by UACC securitization residuals, maturing Dec 31, 2026 .
• Board observer rights: Under a February 18, 2025 agreement, Jason Mudrick serves as a non‑voting Board observer with expense reimbursement .
• Related‑party transaction policy: Audit Committee review/approval required for related‑party transactions; emergency chair approval with ratification permitted .

Expertise & Qualifications

• Special situations and restructuring expertise; capital markets sophistication; experience across private and public investments .
• Education: Amherst College (B.A., Economics & Psychology), Wharton School (MBA) .

Equity Ownership

Governance Assessment

• Strengths:
  • Board maintains independent leadership structure and regular executive sessions; committees composed of independent directors; robust anti‑hedging/anti‑pledging and clawback policies .
  • Strong shareholder support for Pietroforte’s election and say‑on‑pay (Item 3: 4,541,392 FOR vs. 12,341 AGAINST) .
• Risks/RED FLAGS:
  • Independence/Conflicts: Pietroforte’s employment at Mudrick Capital coincides with Mudrick’s 76.58% ownership and a related‑party $25M credit facility; proxy’s independence list does not include Pietroforte, and a Board observer from Mudrick indicates influence—monitor for conflict management and Audit Committee oversight .
  • Ownership alignment: Pietroforte reported no personal beneficial ownership as of the record date; while RSUs were granted, near‑term “skin in the game” is limited until vesting begins .
• Investor confidence signals:
  • High vote support in 2025 director elections and say‑on‑pay; quorum at ~89.93% of outstanding shares suggests engaged shareholder base .

Appendix: 2025 Annual Meeting Voting Outcomes (for context)