Thomas H. Shortt
VroomAbout Thomas H. Shortt
Thomas H. Shortt (age 56) is Chief Executive Officer of Vroom, Inc. (CEO since May 9, 2022; previously COO starting January 3, 2022) and has served as a director since 2022; he also assumed President of UACC on March 1, 2024 . He holds a Bachelor’s degree in Accounting from the University of Akron and is a graduate of the Harvard Business School Advanced Management Program, with deep credentials in transformation, ecommerce, operations, supply chain, data analytics and change management from Walmart, Home Depot, ACCO Brands, Unisource, Fisher Scientific, and Office Depot . During 2024, compensation “actually paid” to the PEO decreased 16.1% while TSR fell 89% and net loss improved by $200.4M (55%) versus 2023; the company wound down ecommerce, completed a prepackaged Chapter 11 (emerged Jan 14, 2025), and relisted on Nasdaq in February 2025 .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Walmart Inc. | Senior Vice President (ecommerce supply chain strategy) | Starting 2018 | Developed ecommerce supply chain strategy; led improvements using analytics, processes, systems |
| The Home Depot, Inc. | Senior Vice President, Supply Chain | Starting 2013 | Senior leadership in supply chain and logistics with change management emphasis |
| ACCO Brands; Unisource Worldwide; Fisher Scientific; Office Depot | Senior leadership roles | Not disclosed | Business transformation, fulfillment/logistics, change management |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| None disclosed | — | — | Employment letter allows service on one other board subject to conditions; none disclosed in filings |
Fixed Compensation
| Component | 2024 | Notes |
|---|---|---|
| Base Salary | $775,000 | CEO base salary for 2024 |
| Target Annual Bonus % | 150% of base salary | Target set at 150% for 2024 |
| Actual Annual Bonus Paid (2024) | $1,162,500 | Funded at 100% of target based on Value Maximization Plan execution (paid Mar 2025) |
| Retention Bonus (authorized Mar 8, 2024) | Up to $1,000,000 in five equal installments | Paid upon filings of 2023 10-K, Q1–Q3 2024 10-Qs, and 2024 10-K; 4 of 5 installments paid by proxy print |
Performance Compensation
| Metric/Instrument | Weighting | Target/Structure | Actual/Payout | Vesting/Terms |
|---|---|---|---|---|
| 2024 Annual Cash Bonus | Not disclosed | Funding contingent on efficient implementation of Value Maximization Plan (wind-down, liquidity preservation, maximize value via UACC/CarStory) | Funded at 100% of target; CEO payout $1,162,500 | Paid Mar 2025 |
| 2025 Post‑emergence RSUs | N/A | 287,949 RSUs granted Mar 12, 2025 | N/A | Cliff vest on/around 4th anniversary of Jan 14, 2025 emergence (“Post‑Emergence Vesting Commencement Date”); acceleration: 100% on change-in-control at or above $45.70; pro‑rata/25% acceleration on qualifying termination; not covered by Executive Severance Plan |
| 2025 Post‑emergence Options (50% at $45.70; 50% at $60.95) | N/A | 259,400 options granted Mar 12, 2025 | N/A | 25% vests on 1st anniversary of grant; remaining 75% in equal annual tranches on 2nd–4th anniversaries of Post‑Emergence Vesting Commencement Date; same CIC/termination acceleration; options remain outstanding through original expiration on qualifying termination |
| 2023 RSUs (legacy) | N/A | 22,500 RSUs (pre-split; see adjustments) | Amended to vest fully in Mar 2025 under retention plan | Amended Mar 8, 2024 to vest March 2025 (subject to service) |
| 2022 CEO Grants (at appointment) | N/A | 1,200,000 RSUs; 600,000 options at $7.50 (pre-split); RSUs accelerate 1/3 at $7.50/$15/$21 price hurdles sustained 20 days | Outstanding awards later amended (RSU vesting consolidated to Mar 2025 for service awards); post‑emergence shares/strikes adjusted in tables | Options vest ratably over 3 years; special vesting/acceleration and exercise extension in CEO employment letter |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (as of April 17, 2025) | 10,095 shares; also 1,000 options vested and 500 options vest within 60 days; <1% of shares outstanding |
| Anti‑hedging/pledging | Company policy prohibits both hedging and pledging by directors and executive officers |
| Vested vs unvested awards (12/31/2024) | Shortt held unvested RSUs slated to vest March 2025 (450; 4,500; 3,000; 218) and options 1,000 exercisable/500 unexercisable (adjusted for post‑emergence share conversion) |
| Post‑emergence equity (3/12/2025) | 287,949 RSUs and 259,400 options ($45.70/$60.95 strikes) with 4‑year vesting schedule and CIC/termination protections; not subject to Executive Severance Plan |
| Ownership guidelines | Not disclosed in filings reviewed |
| Form 4/insider selling | Not assessed here; company prohibits hedging/pledging; retention RSUs created a March 2025 vesting event that could have contributed to supply; options are substantially out‑of‑the‑money unless stock trades above strikes |
Employment Terms
| Term | Details |
|---|---|
| Start dates | COO effective Jan 3, 2022; CEO effective May 9, 2022; appointed to Board May 9, 2022 |
| 2022 CEO employment letter | Base $700,000; target bonus 100% of base; 1,200,000 RSUs (with price‑hurdle acceleration) and 600,000 options at $7.50; special severance/change‑in‑control terms; extended option exercise on qualifying termination |
| Retention arrangements (Mar 8, 2024) | Amended outstanding RSUs to vest fully in Mar 2025; additional 450 RSUs; extension of post‑termination option exercise period; $1,000,000 retention bonus payable in five equal installments upon SEC filings listed |
| Executive Severance Plan (amended Mar 8, 2024) | Without cause/for good reason: CEO Severance Amount = 1.5×(base salary + target bonus set at 150% of base), COBRA for 18 months; paid over 4 months; equity acceleration only as specified in separate agreements |
| Change‑of‑control (Severance Plan) | CEO: lump sum = Severance Amount; COBRA for 18 months; for others 1.5× salary + pro‑rated bonus; full acceleration of equity (performance awards at greater of actual or 100%) |
| Post‑emergence 2025 equity letter (Mar 19, 2025) | Confirms 287,949 RSUs and 259,400 options; 100% acceleration for CIC at or above $45.70; pro‑rata/25% acceleration on qualifying termination; awards not subject to the Executive Severance Plan; options remain outstanding through original expiration on qualifying termination |
| Restrictive covenants | Confidentiality; non‑compete and non‑solicit; Restricted Period 18 months for CEO under Severance Plan; one‑year post‑employment non‑compete/non‑solicit in employment agreements |
Board Governance
- Board service: Director since 2022; currently nominated for a one‑year term ending 2026 .
- Board leadership/independence: CEO is not independent; Board has an Independent Executive Chair (Robert J. Mylod, Jr.); roles of Chair and CEO are separated; all committees are fully independent .
- Committee memberships: None disclosed for Shortt; committee rosters show no executive members .
- Board/committee attendance: >95% of meetings attended by then‑incumbent directors in 2024; 17 Board meetings in 2024 .
- Anti‑hedging/pledging policy and compensation recovery (clawback) policy in place (SEC/Nasdaq‑compliant) .
Director Compensation (context for dual-role)
- Non‑employee director cash/equity retainers exist but were suspended April 27, 2024 and resumed March 12, 2025; as an employee‑director, Shortt does not receive director fees .
Compensation Committee, Peer Group, and Say‑on‑Pay
- Compensation consultants: Semler Brossy (from June 2024); The Overture Alliance from Nov 2024 for post‑emergence program .
- 2023 peer group included auto retail/e‑commerce/tech‑enabled peers (e.g., Carvana, CarMax, Asbury, Redfin, Stitch Fix, Opendoor, etc.) .
- Say‑on‑pay: Annual advisory vote held; 2025 proxy seeks approval and notes annual cadence since 2021 vote; historical percentages not disclosed in reviewed pages .
Risk Indicators & Red Flags
- Governance/controls: Clawback policy (Section 10D), anti‑hedging/pledging; fully independent committees .
- Related‑party financing: $25M delayed draw term loan with Mudrick Capital (major shareholder) on Mar 8, 2025; collateralized by UACC securitization residuals; Jason Mudrick serving as non‑voting Board observer since Feb 18, 2025 .
- Strategic/financial execution: 2024 ecommerce wind‑down; prepackaged Chapter 11 filed Nov 13, 2024; emergence Jan 14, 2025; relisted Feb 20, 2025 .
Multi‑Year Compensation and Ownership Detail
| Year | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) | Other ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2024 | 780,962 | 1,962,500 (incl. 2024 annual bonus + retention installments) | 28,215 | 0 | 0 | 2,771,677 |
| 2023 | 751,923 | 0 | 1,584,000 | 0 | 0 | 2,335,923 |
| Beneficial Ownership (Apr 17, 2025) | Shares | % Outstanding |
|---|---|---|
| Thomas H. Shortt | 10,095; plus options and near‑term vesting as noted | <1% |
| Outstanding Equity (12/31/2024) | Instruments | Amount | Vesting/Exercise |
|---|---|---|---|
| RSUs (amended to vest in Mar 2025) | Multiple tranches (450; 4,500; 3,000; 218) | see amounts | Full vest March 2025 (service) |
| Options (adjusted) | Exercisable/Unexercisable | 1,000 / 500 | Exercise price and terms as adjusted; 10‑year life |
| Post‑Emergence Grants (3/12/2025) | Instrument | Amount | Exercise Price | Key Vesting/Acceleration |
|---|---|---|---|---|
| RSUs | 287,949 | — | Cliff vest on/around 4th anniversary of Jan 14, 2025 emergence; 100% accelerate on CIC ≥$45.70; pro‑rata/25% accel on qualifying termination; not under Severance Plan | |
| Options | 259,400 | 50% at $45.70; 50% at $60.95 | 25% on 1st anniversary of grant; 75% in equal annual tranches on 2nd–4th anniversaries of Post‑Emergence Vesting Commencement; same CIC/termination terms; options remain outstanding through original expiration on qualifying termination |
Employment Economics (Severance/Change‑in‑Control)
| Scenario | Cash | Healthcare | Equity | Covenants |
|---|---|---|---|---|
| Termination without cause / for good reason (outside CIC) | CEO: 1.5×(base + target bonus set at 150% of base), paid over 4 months | COBRA for 18 months (CEO) | Only as provided in written agreements (e.g., pro‑rata/25% accel on post‑emergence grants) | Confidentiality; 18‑month non‑compete and non‑solicit (CEO) |
| Termination upon Change‑in‑Control | CEO: lump sum “Severance Amount”; others 1.5× salary + pro‑rated bonus | COBRA for 18 months (CEO) | Full acceleration and exercisability; performance at greater of actual or 100% | As above |
Performance & Track Record
| Indicator | 2024 vs 2023 | Notes |
|---|---|---|
| PEO Compensation Actually Paid | −16.1% | Reflects equity sensitivity to TSR; “Pay versus Performance” analysis |
| TSR | −89% | 2024 decline vs 2023 per Pay vs Performance |
| Net Loss | +$200.4M improvement (55%) | 2024 improvement vs 2023 |
| Strategic actions | Ecommerce wind‑down (Jan 2024), prepackaged Ch. 11 (Nov 13, 2024), emergence (Jan 14, 2025), Nasdaq relisting (Feb 20, 2025) | Stated in 2025 proxy executive summary and governance highlights |
Analysis: Compensation Structure, Alignment, and Retention
- Mix and alignment: CEO pay skewed to at‑risk equity and annual cash tied to transformation milestones; 2024 bonuses paid at 100% of target contingent on executing the Value Maximization Plan amid wind‑down and restructuring . “Compensation Actually Paid” moved down materially with TSR—evidence of equity sensitivity .
- Equity design post‑emergence: Large, multi‑year RSU cliff and high‑strike options ($45.70/$60.95) create long‑dated alignment; CIC protection requires meaningful per‑share value (≥$45.70) to accelerate, signaling goal‑posts for change‑of‑control outcomes .
- Retention risk: 2024 retention program consolidated vesting to March 2025 and extended option exercise; 2025 awards vest over four years—reducing near‑term exit risk but creating a significant mid‑2029 cliff for RSUs .
- Governance/controls: Robust clawback; strict anti‑hedging/pledging; independent chair and committees mitigate dual‑role risk (CEO is not Chair) .
- Potential selling pressure: March 2025 RSU vesting across executives likely a supply event; however, the bulk of CEO’s post‑emergence equity is long‑dated and option strikes are high, muting near‑term monetization unless price appreciates materially .
Investment Implications
- Pay-for-performance: Structure is highly levered to equity and explicit transformation milestones; the 2024 bonus payout is justified by plan execution and restructuring milestones even as TSR fell sharply—investors should monitor future bonus metrics tied to UACC/CarStory profitability to ensure ongoing alignment .
- Retention and overhang: The March 2025 vesting created short‑term supply risk, now largely past; the sizable 2025 RSU/option package extends retention through 2029 and reduces near‑term insider selling incentive given high option strikes and long cliff .
- Governance posture: Separation of Chair/CEO, independent committees, clawback, and anti‑pledge policies reduce governance risk from CEO’s dual role as director .
- Change‑in‑control economics: CEO’s CIC acceleration on 2025 grants requires per‑share consideration ≥$45.70, aligning payouts with substantial shareholder value creation thresholds .
- Key watch items: Post‑emergence compensation metric calibration (e.g., revenue/EBITDA/credit metrics at UACC, CarStory KPIs), insider trading cadence post‑vesting windows, and any amendments to severance/CIC terms or equity re‑pricing in the event of share price volatility .