Michael J. Farello
VroomAbout Michael J. Farello
Independent director of Vroom, Inc. since July 2015; age 60. Managing Partner at L Catterton (consumer-focused private equity) since 2006; previously an executive at Dell Technologies (2002–2005) and spent twelve years at McKinsey & Company. Education: B.S. from Stanford University; M.B.A. from Harvard Business School. VRM’s Board has affirmatively determined he is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| L Catterton | Managing Partner | 2006–present | Consumer-focused private equity leadership |
| Dell Technologies | Executive | 2002–2005 | Executive roles at a global technology provider |
| McKinsey & Company | Management consulting | ~12 years | Senior advisory experience |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| FlashParking, Inc. | Director | Private | Current board service |
| Hydrow Inc. | Director | Private | Current board service |
- Pre-IPO Voting Agreement: Prior to the 2020 IPO, L Catterton designated Farello as a director; agreement terminated upon IPO closing .
- Nominee arrangement (2020): Company pays any cash director compensation directly to Catterton Management Company, L.L.C.; any RSUs granted to Farello are held by him as nominee for an investment fund of Catterton Management Company, L.L.C. .
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Independent under Nasdaq rules |
| Board committees | Compensation Committee – member (not Chair) |
| 2024 attendance | Each incumbent director attended >95% of Board and committee meetings (17 Board meetings) |
| Executive sessions | Regular executive sessions of independent directors, chaired by the Board/committee chairs |
Fixed Compensation
| Component | Policy Amount | Status/Notes |
|---|---|---|
| Board Member annual cash retainer | $30,000 | Policy applies to all non-employee directors |
| Independent Executive Chair | $20,000 | Not applicable to Farello |
| Audit Committee Chair / Member | $10,000 / $5,000 | Not applicable to Farello |
| Compensation Committee Chair / Member | $5,000 / $2,500 | Farello is a member (policy rate $2,500) |
| Nominating & Governance Chair / Member | $4,000 / $2,000 | Not applicable to Farello |
| 2024 actual director pay | Fees $0; Stock awards $0; Total $0 | Board suspended all director compensation on Apr 27, 2024; resumed Mar 12, 2025 |
Performance Compensation
| Grant/Holdings | Date | Type | Value/Units | Vesting |
|---|---|---|---|---|
| Make‑whole RSU award (recognition grant) | Mar 12, 2025 | RSU | $100,000 | Vests on earlier of day before first annual meeting after grant or first anniversary, subject to service |
| Director RSUs outstanding (as of 12/31/24) | 12/31/2024 | RSU | 244 units | As of 12/31/24 holdings; vesting per applicable grant terms |
| Director equity policy – annual RSU | Ongoing | RSU | $100,000 grant-date fair value | Vests on earlier of next annual meeting or first anniversary, subject to service |
| Director equity policy – initial RSU (new directors) | Ongoing | RSU | $100,000 (since Jun 2022; previously $300,000) | Vests 1/3 annually over three years, subject to service |
In 2024, the Board suspended both cash and equity director compensation; no director awards were granted/paid for 2024. Compensation resumed March 12, 2025, with make‑whole RSU grants, including to Farello .
Other Directorships & Interlocks
| Item | Nature | Date/Period | Governance Implication |
|---|---|---|---|
| Pre‑IPO Voting Agreement | L Catterton designated Farello as director before IPO | Nov 2019; terminated at IPO closing | Historic influence; terminated; reduces ongoing designation risk |
| Nominee arrangement | Cash fees paid to Catterton; RSUs held as nominee for Catterton fund | Adopted 2020 | Potential alignment with employer; requires monitoring for related‑party optics |
- Compensation Committee Interlocks: None; no member is/was an officer/employee of the Company, and there are no executive interlocks with other issuers’ boards/comp committees .
Expertise & Qualifications
- Consumer-sector private equity investing; director service across multiple companies .
- Technology and operating experience from Dell; strategic advisory from McKinsey .
- Education: B.S. Stanford; M.B.A. Harvard Business School .
Equity Ownership
| Measure | As of | Amount |
|---|---|---|
| Beneficial ownership (shares, % of outstanding) | Apr 17, 2025 | Not listed in the table (—, —) |
| RSUs held (director) | Dec 31, 2024 | 244 units |
| Stock options held (director) | Dec 31, 2024 | None shown |
| Hedging/Pledging | Policy prohibits hedging and pledging by directors/officers |
Governance Assessment
- Board effectiveness and engagement: Independent director since 2015; Compensation Committee member; >95% attendance in 2024, signaling high engagement and oversight continuity through restructuring and post-emergence .
- Independence and conflicts: Independence affirmed; however, L Catterton ties (historic Voting Agreement; current nominee arrangement routing fees/RSUs to Catterton entities) present potential perceived conflicts—mitigated by termination of the Voting Agreement at IPO and related-person transaction oversight policies .
- Pay alignment signals: 2024 suspension of director pay demonstrates cost discipline; 2025 make‑whole RSU grants re-establish equity-based alignment with shareholder interests (time-based RSUs), consistent with resumption of governance normalcy post-emergence .
- Risk indicators: Company prohibits hedging and pledging; Compensation Committee has no interlocks; directors attended the 2024 annual meeting; these practices support investor confidence in board governance quality .