Robert R. Krakowiak
VroomAbout Robert R. Krakowiak
Robert R. Krakowiak (age 54) is Vice Chair of Vroom’s Board and has served as a director since May 2024; previously he was Vroom’s Chief Financial Officer and Treasurer from September 2021 to May 2024 . He holds B.S. and M.S. degrees in Electrical Engineering from the University of Michigan and an MBA from the University of Chicago Booth School of Business . His core credentials center on finance leadership in automotive and industrials, corporate treasury, investor relations, and public-company CFO experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Vroom, Inc. | Chief Financial Officer & Treasurer | Sep 2021 – May 17, 2024 | Led finance through e-commerce wind-down and restructuring; appointed to Board May 2024 |
| Stoneridge Corporation | Chief Financial Officer & Treasurer; EVP (from Oct 2018) | Aug 2016 – 2018/2019+ | Senior finance leadership in an auto supplier |
| Visteon Corporation | Vice President, Treasurer & Investor Relations | 2012 – Aug 2016 | Corporate finance, capital markets, IR |
| Owens Corning | Various financial positions | 2005 – 2012 | Progressive corporate finance roles |
External Roles
- No current public-company directorships or committee roles disclosed for Krakowiak beyond Vroom .
Board Governance
- Role: Vice Chair of the Board; standing for election to one-year terms in annual elections .
- Independence: Not listed among directors the Board has affirmatively determined to be “independent” under Nasdaq rules (list excludes Krakowiak) .
- Committees: Not currently assigned to Audit, Compensation, or Nominating & Corporate Governance Committees .
- Attendance: Board held 17 meetings in FY2024; each then-incumbent director attended >95% of Board and applicable committee meetings; all directors attended the 2024 annual meeting .
- Executive sessions: Regular executive sessions of non-employee directors and committees, chaired by independent chairs .
- Board structure and oversight: Separate Independent Executive Chair and CEO; committee oversight across audit, compensation, nominating; majority-independent board and fully independent committees .
- Anti-hedging/pledging: Company prohibits directors and executive officers from hedging or pledging company securities .
Fixed Compensation
| Year/Item | Amount | Notes |
|---|---|---|
| Director cash fees (policy) | $30,000 annual retainer; additional fees by role (e.g., Audit Chair $10k; Audit Member $5k; Comp Chair $5k; Comp Member $2.5k; Nominating Chair $4k; Nominating Member $2k; Independent Executive Chair $20k; Board Chair $10k) | Policy suspended Apr 27, 2024; resumed Mar 12, 2025 |
| Director cash & equity actually paid (FY2024) | $0 | Board suspended director pay in 2024; Krakowiak received $0 cash and $0 stock awards |
| Executive base salary (as CFO) | Increased to $650,000 effective Feb 1, 2024 | Ceased CFO service May 17, 2024 |
| Executive severance (post-CFO separation) | $650,000 cash severance; $20,060 COBRA | Under Executive Severance Plan; separation effective May 17, 2024; services through July 16, 2024 |
Performance Compensation
| Component | Metric/Terms | Detail |
|---|---|---|
| Director RSUs (policy) | Time-based vesting | Annual RSU grants with $100,000 grant-date fair value; vest at earlier of first annual meeting after grant or first anniversary; initial RSUs for appointees also $100,000 (prorated), with a separate three-year ratable vesting RSU program (revised to $100,000 in June 2022) |
| Make-whole RSU (Mar 12, 2025) | $100,000 RSU | Granted to non-employee directors including Krakowiak for period of compensation suspension; vest at earlier of day before first annual meeting following grant or first anniversary, subject to continued service |
| Executive bonus target (as CFO) | 75% of base salary | Not eligible for 2024 annual bonus due to termination; company funded 2024 bonuses at 100% of target for eligible executives |
Other Directorships & Interlocks
| Company | Role | Interlocks/Notes |
|---|---|---|
| None disclosed | — | No external public board roles disclosed for Krakowiak |
Expertise & Qualifications
- Financial leadership across automotive suppliers and corporate finance; prior CFO and Treasurer experience; treasury and investor relations expertise .
- Technical degrees in Electrical Engineering and MBA; industry experience across automotive and industrials .
Equity Ownership
| Holder | Shares Beneficially Owned | Ownership % | Components/Notes |
|---|---|---|---|
| Robert R. Krakowiak | 8,282 | <1% | Beneficial ownership as of Apr 17, 2025; percentages based on 5,162,873 shares outstanding |
| Director equity holdings (12/31/2024) | RSUs: 3,534 | — | RSU count reflects 1-for-5 post-emergence conversion |
| Director options (12/31/2024) | Options: 749 | — | Option count reflects 1-for-5 post-emergence conversion |
| Hedging/Pledging | Prohibited | Company prohibits hedging and pledging by directors/executives |
Governance Assessment
- Independence and potential conflicts: Krakowiak is Vice Chair and a former CFO who joined the Board in May 2024; he is not listed as independent under Nasdaq rules, which may affect perceptions of independent oversight of finance and strategy during and post-restructuring .
- Compensation alignment: Director pay was suspended in 2024 and resumed in 2025; Krakowiak received a $100,000 make-whole RSU in March 2025 with time-based vesting, and held RSUs/options from prior service—alignment exists via equity exposure, but director equity remains time-based versus performance-conditioned .
- Attendance and engagement: Board met 17 times in 2024; directors had >95% attendance and held regular executive sessions, indicating strong engagement during restructuring and wind-down .
- Shareholder sentiment: At the June 12, 2025 annual meeting, Krakowiak received 4,550,133 votes FOR, 6,667 WITHHELD, with 86,481 broker non-votes, reflecting broad shareholder support in the post-emergence phase .
- Related-party safeguards: Robust related-person transaction policy with Audit Committee review; notable related-party credit agreement with Mudrick Capital ($25M delayed draw, Term SOFR + 850 bps PIK option) and non-voting Board Observer arrangement—both enhance financing flexibility but require vigilant oversight to mitigate conflicts; no Krakowiak-specific related-party transactions disclosed .
- Clawback and trading policies: SEC/Nasdaq-compliant compensation recovery (clawback) policy; prohibition on hedging/pledging supports alignment and risk control .
Director & Executive Compensation Detail (Historical)
| Year | Salary ($) | Bonus ($) | Stock Awards ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|---|
| 2024 (as CFO through 5/17/24) | 242,481 | 0 | 13,606 | 670,060 | 926,147 |
| 2023 (as CFO) | 552,692 | 0 | 704,000 | 0 | 1,256,692 |
- 2024 executive pay context: Base salary increased to $650,000 effective Feb 1, 2024; 2024 bonus target set at 75% but ineligible due to termination; 217 RSUs granted on Mar 8, 2024 (pre-emergence awards later adjusted 1-for-5) scheduled to vest March 2025 subject to continued service (not met due to separation); outstanding equity continued vesting through transition period; post-termination option exercise period extended to original expirations .
Say-on-Pay & Shareholder Feedback
| Item | Votes FOR | Votes AGAINST | Votes ABSTAINED | Broker Non-Votes |
|---|---|---|---|---|
| Advisory vote on NEO compensation (2025 Annual Meeting) | 4,541,392 | 12,341 | 3,067 | 86,481 |
RED FLAGS
- Independence gap: Not designated as independent; recent transition from CFO to Board Vice Chair raises oversight and committee independence considerations, especially around finance and compensation matters .
- Related-party environment: Significant equity ownership concentration and related-party financing/observer arrangements necessitate strong Audit Committee scrutiny; while policy exists, execution quality is key .
- Equity structure and time-based vesting: Director equity awards are largely time-based RSUs without explicit performance conditions; this may reduce pay-for-performance sensitivity for non-employee directors .
Notes on Committees (Current Composition Snapshot)
- Audit Committee met 8 times in 2024; fully independent membership and financial literacy; Mylod designated as “audit committee financial expert” .
- Nominating & Corporate Governance Committee met 4 times in 2024; planned chair changes post-Annual Meeting; Crow expected chair if reelected .
- Compensation Committee is fully independent; overall compensation governance overseen by the committee .
Additional Governance Policies
- Corporate governance guidelines, committee charters, and Code of Conduct publicly accessible; hotline for anonymous reporting; annual board and committee evaluations overseen by Nominating & Corporate Governance Committee .
- Clawback policy compliant with Section 10D of the Exchange Act; administered by Compensation Committee, applicable to current and former executive officers .