UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

_________________

SCHEDULE 14A

_________________

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. __)

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Filed by a Party other than the Registrant		☐

Check the appropriate box:

☐		Preliminary Proxy Statement
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☒		Definitive Proxy Statement
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☐		Soliciting Material under §240.14a-12

RumbleOn, Inc.
(Name of Registrant as Specified in its Charter)

________________________________________________________________

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

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RumbleOn, Inc.
901 W. Walnut Hill Lane
Irving, Texas 75038

June 23, 2023

Dear Fellow RumbleOn Stockholder:

We are pleased to invite you to join us at the 2023 Annual Meeting of Stockholders of RumbleOn, Inc. (“RumbleOn”) to be held on Friday, July 14, 2023 at 8:00 a.m. Central Time, at our Field Support Center in Texas at 901 W. Walnut Hill Lane, Irving, Texas 75038.

The accompanying Notice of Annual Meeting and Proxy Statement describes the specific matters to be voted upon at the Annual Meeting. We also will report on our business and provide an opportunity for you to ask questions of general interest.

Whether you own a few or many shares of RumbleOn stock and whether or not you plan to attend the Annual Meeting in person, it is important that your shares be represented at the Annual Meeting. Your vote is important and we ask that you please cast your vote as soon as possible.

The Board of Directors recommends that you vote FOR the election of all the director nominees, FOR the advisory approval of the Company’s executive compensation (Say on Pay), ONE YEAR on the advisory approval of the frequency of future Say on Pay votes, and FOR the approval of an amendment to the RumbleOn, Inc. 2017 Stock Incentive Plan to increase the number of shares of Class B common stock authorized for issuance under the plan. Please refer to the accompanying Proxy Statement for detailed information on each of the proposals and the Annual Meeting.

Sincerely,

Steven Pully

Chairman

RumbleOn, Inc.

Mark Tkach

Interim Chief Executive Officer

RumbleOn, Inc.

RumbleOn, Inc.
901 W. Walnut Hill Lane
Irving, Texas 75038

NOTICE OF THE 2023 ANNUAL MEETING OF STOCKHOLDERS

To Stockholders of RumbleOn, Inc.:

The 2023 Annual Meeting of Stockholders of RumbleOn, Inc. will be held on Friday, July 14, 2023 at 8:00 a.m. Central Time, at our Field Support Center in Texas at 901 W. Walnut Hill Lane, Irving, Texas 75038 for the following purposes, as more fully described in the accompanying proxy statement:

(1) To elect two Class II directors, serving for a term until the 2026 Annual Meeting of Stockholders, or until their successors are duly elected and qualified, which we refer to as the “Director Election Proposal”;

(2) To obtain advisory approval of the Company’s executive compensation (“Say on Pay”), which we refer to as “Say on Pay Proposal”;

(3) To obtain advisory approval of the frequency of future Say on Pay votes, which we refer to as “Frequency of Say on Pay Proposal”;

(4) To approve an amendment to the RumbleOn, Inc. 2017 Stock Incentive Plan (the “Plan”) to increase the number of shares of Class B common stock authorized for issuance under the Plan, which we refer to as “Incentive Plan Proposal”; and

(5) To transact any other business that is properly presented at the Annual Meeting or any adjournments or postponements of the Annual Meeting.

The close of business on Friday, May 26, 2023 has been fixed as the record date for the Annual Meeting (the “Record Date”). Only holders of record of RumbleOn Class A and Class B common stock on the Record Date are entitled to notice of, and to vote at the Annual Meeting or any adjournments or postponements of the Annual Meeting.

We cordially invite you to attend the Annual Meeting in person. Even if you plan to attend the Annual Meeting, we ask that you please cast your vote as soon as possible. As more fully described in the accompanying proxy statement, you may revoke your proxy and reclaim your right to vote at any time prior to its use.

Sincerely,

Michael Francis
Secretary

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE
ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JULY 14, 2023

The accompanying proxy statement and the 2022 Annual Report on Form 10-K, as amended, are available at

http://viewproxy.com/RumbleOn/2023

PROXY STATEMENT
TABLE OF CONTENTS

PROXY STATEMENT		1
QUESTIONS AND ANSWERS ABOUT OUR ANNUAL MEETING		2
PROPOSAL 1: DIRECTOR ELECTION PROPOSAL		5
CORPORATE GOVERNANCE		8
EXECUTIVE COMPENSATION		11
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		20
REPORT OF THE AUDIT COMMITTEE		24
PROPOSAL 2: SAY ON PAY PROPOSAL		25
PROPOSAL 3: FREQUENCY OF SAY ON PAY PROPOSAL		26
PROPOSAL 4: INCENTIVE PLAN PROPOSAL		27
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS		33
OTHER MATTERS		36

PROXY STATEMENT

This Proxy Statement contains information relating to the solicitation of proxies by the Board of Directors (the “Board”) of RumbleOn, Inc. (“RumbleOn” or the “Company,” or “we,” “us,” and “our”) for use at our 2023 Annual Meeting of Stockholders (the “Annual Meeting”). Our Annual Meeting will be held on Friday, July 14, 2023 at 8:00 a.m. Central Time, at our Field Support Center in Texas at 901 W. Walnut Hill Lane, Irving, Texas 75038. If you will need directions to the Annual Meeting, or if you require special assistance at the Annual Meeting because of a disability, please contact the Company’s secretary, Michael Francis, at michael@rumbleon.com.

The close of business on Friday, May 26, 2023 has been fixed as the record date for the Annual Meeting (the “Record Date”). Only holders of record of RumbleOn Class A and Class B common stock on the Record Date are entitled to notice of, and to vote at the Annual Meeting or any adjournments or postponements of the Annual Meeting. As of the Record Date, there were 50,000 shares of Class A common stock and 16,534,504 shares of Class B common stock issued and outstanding and entitled to vote at the Annual Meeting. This proxy statement and form of proxy are first being mailed to stockholders on or about June 23, 2023.

QUESTIONS AND ANSWERS ABOUT OUR ANNUAL MEETING

What is the purpose of our 2023 Annual Meeting?

Our 2023 Annual Meeting will be held for the following purposes:

(1) To elect two Class II directors, serving for a term until the 2026 Annual Meeting of Stockholders, or until their successors are duly elected and qualified, which we refer to as “Director Election Proposal”;

(2) To obtain advisory approval of the Company’s executive compensation (“Say on Pay”), which we refer to as “Say on Pay Proposal”;

(3) To obtain advisory approval of the frequency of future Say on Pay votes, which we refer to as “Frequency of Say on Pay Proposal”;

(4) To approve an amendment to the RumbleOn, Inc. 2017 Stock Incentive Plan (the “Plan”) to increase the number of shares of Class B common stock authorized for issuance under the Plan, which we refer to as “Incentive Plan Proposal”; and

(5) To transact any other business that is properly presented at the Annual Meeting or any adjournments or postponements of the Annual Meeting.

In addition, senior management will report on our business and respond to your questions of general interest regarding the Company.

Will there be a proxy contest at the Annual Meeting?

No. On June 15, 2023, the Company entered into a binding term sheet (the “Binding Term Sheet”), with Mark Tkach and William Coulter (the “Coulter-Tkach Group”). As contemplated by the Binding Term Sheet, the Company agreed to temporarily expand the size of the Board to nine directors. Mark Tkach was appointed as the Interim Chief Executive Officer and appointed to a non-classified seat as a member of the Board. In addition, Melvin Flanigan was appointed to a non-classified Board seat with a term that will expire at the 2023 Annual Meeting, at which time Mr. Flanigan will stand for election as a Class II Director. The Company agreed to nominate William Coulter for the remaining Class II Director position up for election at the 2023 Annual Meeting. The Company also agreed to reorganize the membership of the Audit Committee, N&CG Committee, and Compensation Committees, pursuant to the terms of the Binding Term Sheet. As part of the resolution of the proxy contest, the Company agreed to reimburse the Coulter-Tkach Group an estimated $2.5 million in reasonable, documented, out of pocket advisor fees incurred by Coulter-Tkach Group in connection with its proxy contest.

Pursuant to the Binding Term Sheet, the Coulter-Tkach Group has agreed to withdraw its notice of intent to make nominations and submit proposals for consideration at the 2023 Annual Meeting. The Coulter-Tkach group has further agreed to certain standstill provisions for a period of 90 days beginning on date of the Binding Term Sheet, including provisions that the Coulter-Tkach Group agrees to vote as recommended by the Board at any annual or special meeting of the Company’s stockholders, and to refrain from calling any special meetings of the Company’s stockholders, granting or soliciting proxies (other than to named proxies included in the Company’s proxy card for any stockholder meeting), or making any nominations or proposals at any annual or special meetings of stockholders.

The foregoing description of the Binding Term Sheet between the Company and the Coulter-Tkach group does not purport to be complete and is qualified in its entirety by reference to the Binding Term Sheet, a copy of which was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K dated June 16, 2023.

How can I attend the Annual Meeting?

You are entitled to attend the Annual Meeting only if you were a RumbleOn stockholder as of the Record Date or you hold a valid proxy for the Annual Meeting. You should be prepared to present photo identification for admittance. If your shares are held by a brokerage firm, bank, or a trustee, you should provide proof of beneficial ownership as of the Record Date, such as a bank or brokerage account statement or other similar evidence of ownership. Even if you plan to attend the Annual Meeting, please cast your vote as soon as possible.

What are the voting rights of RumbleOn stockholders?

For each share of Class A common stock held at the Record Date, a stockholder is entitled to ten votes per share on each of the two director nominees and ten votes per share on each other matter properly presented at the Annual Meeting.

For each share of Class B common stock held at the Record Date, a stockholder is entitled to one vote per share on each of the two director nominees and one vote per share on each other matter properly presented at the Annual Meeting.

What constitutes a quorum?

The presence in person or by proxy of the holders of one-third (33%) of the shares issued and outstanding and entitled to vote at the Annual Meeting constitutes a quorum with respect to all matters presented. If you submit a properly executed proxy or voting instruction card or properly cast your vote via the Internet, your shares will be considered part of the quorum even if you abstain from voting or withhold authority to vote as to a particular proposal. Pursuant to our Amended and Restated Bylaws, we will not consider as present for purposes of determining whether a quorum exists any shares represented by “broker non-votes.”

What are “broker non-votes?”

“Broker non-votes” occur when shares held by a brokerage firm are not voted with respect to a proposal because the firm has not received voting instructions from the stockholder and the firm does not have the authority to vote the shares in its discretion. Under applicable rules, the Director Election Proposal, the Say on Pay Proposal, the Frequency of Say on Pay Proposal, and the Incentive Plan Proposal are “non-routine” proposals and as such a broker does not have the discretion to vote on these proposals, if the broker has not received instructions from the beneficial owner of the shares.

Will my shares be voted if I do not provide my proxy?

If you are the “beneficial owner” of your shares, meaning that your shares are held by a brokerage firm, a bank, or through another holder of record and you do not provide the firm specific voting instructions, such firm will not have the authority to vote your shares for the Director Election Proposal, the Say on Pay Proposal, the Frequency of Say on Pay Proposal, and the Incentive Plan Proposal, and your shares will not be voted and will be considered “broker non-votes,” with respect to these proposals. We urge you to provide voting instructions so that your shares will be voted. If you hold your shares directly in your own name, your shares will not be voted unless you provide a proxy or fill out a written ballot in person at the Annual Meeting.

How do I vote?

RumbleOn stockholders of record on May 26, 2023 may submit their proxies as follows:

• Through the Internet, by visiting the website established for that purpose at www.AALvote.com/RMBL by 11:59 p.m. Eastern Time on July 13, 2023 and following the instructions; or

• By mail, by marking, signing, and dating the enclosed proxy card and returning it in the postage-paid envelope provided or returning it pursuant to the instructions provided in the proxy card.

If you are a beneficial owner, please refer to the information forwarded by your bank, broker, or other holder of record to see the options are available to you to ensure your shares are voted.

To vote in person:

• If you are a registered holder, attend our Annual Meeting, bring valid photo identification, and deliver your completed proxy card or ballot in person; or

• If you are the beneficial owner of your shares as described above, attend our Annual Meeting, bring valid photo identification, and obtain a legal proxy from your bank or broker to vote the shares that are held for your benefit, attach it to your completed proxy card, and deliver it in person.

Can I change my vote after I have voted?

You may revoke your proxy and change your vote at any time before the final vote at the Annual Meeting. You may change your vote via the Internet, by signing and mailing a new proxy card with a later date, or by attending the Annual Meeting and voting in person (only your latest proxy submitted prior to the Annual Meeting or our vote by ballot at the Annual Meeting will be counted). However, your attendance at the Annual Meeting will not automatically revoke your proxy unless you vote by ballot at the Annual Meeting or specifically request in writing that your prior proxy be revoked.

What vote is required to approve each proposal at the Annual Meeting?

Proposal 1 — Director Election Proposal.

In accordance with the Company’s Amended and Restated Bylaws and Nevada law, the vote required to elect each Class II director is a plurality of the stock having voting power present in person or represented by proxy at the Annual Meeting. Withheld votes and broker non-votes will have no effect on the outcome of this proposal.

Proposal 2 — Say on Pay Proposal.

The vote required to approve the Say on Pay Proposal is a majority of the stock having voting power present in person or represented by proxy at the Annual Meeting. Abstentions will have the same effect as a vote against this proposal. Broker non-votes will have no effect on the outcome of this proposal.

Proposal 3 — Frequency of Say on Pay Proposal.

Stockholders may indicate whether they would prefer that we conduct future advisory votes on executive compensation every one, two, or three years. The option receiving the highest number of votes will be considered the stockholders preferred frequency. Abstentions and broker non-votes will have no effect on the outcome of the Frequency of Say on Pay Proposal.

Proposal 4 — Incentive Plan Proposal.

The vote required to approve the Incentive Plan Proposal is a majority of the stock having voting power present in person or represented by proxy at the Annual Meeting. Abstentions will have the same effect as a vote against this proposal. Broker non-votes will have no effect on the outcome of this proposal.

How does the Board recommend I vote on the proposals?

The Board recommends that you vote:

• FOR Proposal 1: the Director Election Proposal;

• FOR Proposal 2: the Say on Pay Proposal;

• ONE YEAR on Proposal 3: the Frequency of Say on Pay Proposal; and

• FOR Proposal 4: the Incentive Plan Proposal.

How will the persons named as proxies vote?

If you complete and submit a proxy, the persons named as proxies will follow your voting instructions. If you submit and sign a proxy but do not provide instructions or if your instructions are unclear, the persons named as proxies will vote your shares in accordance with the recommendations of the Board, as set forth above.

With respect to any other proposal that properly comes before the Annual Meeting, the persons named as proxies will vote as recommended by our Board or, if no recommendation is given, in their own discretion.

Who will pay for the cost of soliciting proxies?

We will pay for the cost of soliciting proxies. Our directors, officers, and other employees, without additional compensation, may also solicit proxies personally or in writing, by telephone, e-mail, or otherwise. RumbleOn has engaged Alliance Advisors, LLC to assist it in the distribution and solicitation of proxies at a fee of $150,000, plus expenses. RumbleOn will also reimburse brokers and other custodians, nominees and fiduciaries for their expenses in sending these materials to you and getting your voting instructions.

PROPOSAL 1: DIRECTOR ELECTION PROPOSAL

Our Board currently consists of nine members consisting of seven members divided into three classes (three (3) Class I directors, two (2) Class II directors, two (2) Class III directors) and two non-classified directors, Mark Tkach and Melvin Flanigan. The terms of two directors serving as Class II directors are scheduled to expire at the Annual Meeting. Adam Alexander and Michael Marchlik will not stand for re-election as Class II Directors at the Annual Meeting. Mr. Flanigan’s non-classified term will expire at the Annual Meeting, when he will then stand for election as a Class II Director. If Mr. Chesrown, or another director, vacates their seat before the Board appoints a permanent Chief Executive Officer, the Board will appoint Mr. Tkach to that vacated seat. Mr. Tkach will resign from the Board at the later of the end of his term as Interim Chief Executive Officer or Mr. Chesrown vacating his Board seat.

Pursuant to the Binding Term Sheet, and upon the recommendation of our Nominating and Corporate Governance Committee (“N&CG Committee”), our Board has nominated the two persons listed below as Class II directors to stand for election at the 2023 Annual Meeting and serve for a term until the 2026 Annual Meeting of Stockholders, or until their successors are duly elected and qualified. Each nominee listed below is willing and able to serve as a director of RumbleOn.

Director Nominees

Below are the names of and certain information regarding our director nominees. Both director nominees were previously nominated by the Company’s N&CG Committee and the full Board and have been nominated pursuant to the terms of the Binding Term Sheet.

Name	Age	Position
William Coulter	67	Current Board observer/Director Nominee
Melvin Flanigan	64	Current Non-Classified Director/Director Nominee

DIRECTOR NOMINEES: CLASS II

William Coulter has served as a Board observer of the Company since June 15, 2023. Previously, Mr. Coulter served as an executive officer and a director of RumbleOn and Executive Vice Chairman from August 2021 until February 2022. Mr. Coulter currently serves as the Manager of Coulter Management Group LLLP, a business Mr. Coulter founded in 2011 to manage multiple auto dealerships and investments in real estate. Prior to joining the Company, Mr. Coulter served as a co-founder of RideNow with Mr. Tkach. He has significant experience in all aspects of powersports operations, including overseeing RideNow’s financial and growth strategies from 1989 until it was acquired by the Company in August 2021. Under Mr. Coulter’s leadership, RideNow grew from a single dealership into the largest powersports group of companies in the United States. Mr. Coulter has worked for auto dealerships for over 50 years and is an owner of several award-winning, Arizona-based auto dealerships.

We believe that Mr. Coulter possesses attributes that qualify him to serve as a member of our Board, including his extensive experience in the powersports and automotive sales industries.

Melvin Flanigan has served on our Board since June 15, 2023 as a non-classified member with a term expiring at the Annual Meeting. Mr. Flanigan previously served as an advisor for Camping World Holdings, Inc., a leading retailer of RVs and outdoor products and services in the United States, from July 2020 until his retirement in December 2020, and as Chief Financial Officer and Corporate Secretary of Camping World Holdings, Inc. from January 2019 to June 2020, during which time he oversaw a significant turn-around in corporate and functional communication, structure and performance. Prior to joining Camping World Holdings, Inc., Mr. Flanigan served as Executive Vice President, Finance and Chief Financial Officer of DTS Inc., a company specializing in high-definition audio technologies, from September 2003 through December 2016. During that time, Mr. Flanigan also served as a member of DTS Inc.’s operating subsidiary boards. At DTS Inc., Mr. Flanigan helped transform the company from its startup stage into a publicly traded industry leader that was ultimately acquired by Tessera Holding Corporation for nearly $1 billion. Mr. Flanigan was previously a Certified Public Accountant and received an MBA and a BSc. In Accounting from Santa Clara University.

We believe that Mr. Flanigan will bring extensive experience in the senior management of public companies, and valuable leadership and business experience and insight, to his role as a member of the Board.

CONTINUING DIRECTORS: CLASS III — TERM EXPIRING AT 2024 ANNUAL MEETING

Marshall Chesrown, 65, has served on our Board since October 24, 2016. Mr. Chesrown served as our Chairman from October 24, 2016 to May 9, 2023. Mr. Chesrown served as our Chief Executive Officer from October 24, 2016 to June 15, 2023. Mr. Chesrown has over 35 years of leadership experience in the automotive retail sector. From December 2014 to September 2016, Mr. Chesrown served as Chief Operating Officer and as a director of Vroom.com, an online direct car retailer (“Vroom”). Mr. Chesrown served as Chief Operating Officer of AutoAmerica, an automotive retail company, from May 2013 to November 2014. Previously, Mr. Chesrown served as the President of Chesrown Automotive Group from January 1985 to May 2013, which was acquired by AutoNation, Inc., a leading automotive retail company, in 1997. Mr. Chesrown served as Senior Vice President of Retail Operations for AutoNation from 1997 to 1999. From 1999 to 2013, Mr. Chesrown served as the Chairman and Chief Executive Officer of Blackrock Development, a real estate development company widely known for development of the nationally recognized Golf Club at Black Rock. Mr. Chesrown filed for personal bankruptcy in May 2013, which petition was discharged in November 2013.

We believe that Mr. Chesrown possesses attributes that qualify him to serve as a member of our Board, including his extensive experience in the automotive retail sector.

Kevin Westfall, 67, has served on our Board since January 9, 2017. Mr. Westfall served as our Chairman from May 9, 2023 to June 15, 2023. Mr. Westfall has served as Chairman of Prime Automotive Group since January 2020. Mr. Westfall was a co-founder and served as Chief Executive Officer of Vroom from January 2012 through November 2015. Previously, from March 1997 through November 2011, Mr. Westfall served as Senior Vice President of Sales and Senior Vice President of Automotive Finance at AutoNation. Mr. Westfall was a founder of BMW Financial Services in 1990 and served as its President until March 1997. Mr. Westfall also served as Retail Lease Manager of Chrysler Credit Corporation from 1987 until 1990 and as President of World Automotive Imports and Leasing from 1980 until 1987.

We believe that Mr. Westfall possesses attributes that qualify him to serve as a member of our Board, including his more than 30 years of executive experience in automotive retail and finance operations.

CONTINUING DIRECTORS: CLASS I — TERM EXPIRING AT 2025 ANNUAL MEETING

Shin Lee, 55, has served on our Board since June 23, 2022. Ms. Lee serves as Product Manager at Anchorage Digital, a global regulated cryptocurrency platform, since November 2022. Before Anchorage Digital, Ms. Lee served as the Chief of Staff of Square Financial Services, a bank newly established within Block, Inc. (previously known as Square) from June 2021 to July 2022. Before Block, Inc., Ms. Lee served in a number of senior executive roles at Wells Fargo in risk management, governance, global expansion, and merger integration from March 2003 to June 2021. Ms. Lee has an EMBA jointly awarded by NYU Stern, HEC School of Management, and the London School of Economics, and a Ph.D. in organizational psychology from Kansas State University.

We believe that Ms. Lee possesses attributes that qualify her to serve as a member of our Board, including her extensive understanding of corporate governance, risk management and business operations.

Rebecca C. Polak, 53, has served on our Board since May 9, 2023. From October 2020 to June 2022, Ms. Polak served as the Chief Commercial Officer and General Counsel of CarLotz, Inc. (NASDAQ: LOTZ), now known as Shift Technologies, Inc. (NASDAQ: SFT). Prior to joining CarLotz, Ms. Polak was employed at KAR Auction Services, Inc. (NYSE: KAR), now known as OPENLANE, and served as its Chief Legal Officer and President of TradeRev from October 2017 to October 2019 and Secretary of KAR from April 2007 until October 2019. Ms. Polak previously served as Executive Vice President and General Counsel for KAR from April 2007 to October 2017, the Assistant General Counsel and Assistant Secretary of ADESA, Inc. from February 2005 to April 2007 and as Vice President of ADESA from December 2006 to April 2007. Prior to joining ADESA, Ms. Polak practiced corporate and securities law with Krieg DeVault from 2000 to 2005 and with Haynes and Boone from 1995 to 1999. Ms. Polak received her JD from the Southern Methodist University Dedman School of Law, cum laude, and her BA in English from Indiana University Bloomington.

We believe that Ms. Polak possesses attributes that qualify her to serve as a member of our Board, including her executive experience in automotive wholesale and retail operations and her extensive legal experience, including within the automotive industry.

Steven Pully, 63, has served on our Board since May 11, 2023 and as our Chairman since June 15, 2023. Mr. Pully is currently a partner of Speyside Partners, an investment banking firm that he co-founded in May 2017. He also serves on the boards or in executive positions for various private companies. In addition, Mr. Pully currently serves as the Chairman and Chief Executive Officer of Harvest Oil and Gas, positions he has held since March 2019 and April 2021, respectively. Previously, Mr. Pully served as General Counsel and as a Partner of the investment firm, Carlson Capital, L.P. from 2008 to 2014, as Managing Director in the investment banking division of Bank of America and as a Senior Managing Director in the investment banking department of Bear Stearns & Company. Mr. Pully’s board service has spanned a variety of industries, including retail, restaurants, manufacturing, energy and power, technology and amusement parks, and has included multiple positions as chairman or lead director of the board, and also multiple chairmanships of audit, compensation, nominating and governance, and special committees. Within the past five years, Mr. Pully has served on the boards of the following public companies: VAALCO Energy, Goodrich Petroleum, Bellatrix Exploration, Harvest Oil and Gas and Titan Energy. Mr. Pully was appointed to the following boards over the past five years as an independent director immediately prior to the company filing for bankruptcy under Chapter 11: Limetree Bay Refinery, Southland Royalty and GenCanna Global. Mr. Pully currently serves as an independent member of the board of Heritage Power at the appointment of the company’s lenders. Prior to the company’s bankruptcy filing, he was restricted from voting on any matter unless the matter involved a sale of the company, an affiliate transaction or a bankruptcy. Mr. Pully began his career as an attorney with Baker Botts L.L.P. and is a Chartered Financial Analyst, a Certified Public Accountant in the State of Texas and a member of the State Bar of Texas.

We believe that Mr. Pully possesses attributes that qualify him to serve as a member of our Board, including his experience as a public company director, his financial expertise, and experience serving in various executive leadership roles.

CONTINUING DIRECTOR: NON-CLASSIFIED DIRECTOR

Mark Tkach, 66, has served as our Interim Chief Executive Officer and on our Board since June 15, 2023. Mr. Tkach previously served as a director and as an executive officer of the Company from August 2021 until February 2022. Mr. Tkach also serves as a consultant for Coulter Management Group, LLLP, a business that manages auto dealerships and investments in real estate. Before joining the Company, Mr. Tkach served as a co-founder of RideNow and oversaw its strategic growth from 1989 until it was acquired by the Company in August of 2021. Mr. Tkach has over 40 years of experience in powersports operations.

We believe that Mr. Tkach possesses attributes that qualify him to serve as a member of our Board, including his extensive experience in the powersports and automotive sales industries.

Vote Required and Board Recommendation

In accordance with the Company’s Amended and Restated Bylaws and Nevada law, the vote required to elect each Class II director is a plurality of the stock having voting power present in person or represented by proxy at the Annual Meeting. The Board recommends that you vote “FOR” the election of both director nominees.

CORPORATE GOVERNANCE

Corporate Governance Principles and Code of Ethics

Our Board is committed to sound corporate governance principles and practices. Our Board’s core principles of corporate governance are set forth in our Corporate Governance Principles. In order to clearly set forth our commitment to conduct our operations in accordance with our high standards of business ethics and applicable laws and regulations, our Board also adopted a Code of Business Conduct and Ethics, which is applicable to all directors, officers, and employees. A copy of the Code of Business Conduct and Ethics and the Corporate Governance Principles is available under the Investors tab of our website at www.rumbleon.com. You also may obtain without charge a printed copy of the Code of Business Conduct and Ethics and Corporate Governance Principles by sending a written request to: Investor Relations, RumbleOn, Inc., 901 W. Walnut Hill Lane, Irving, Texas 75038. Amendments or waivers of the Code of Business Conduct and Ethics and Corporate Governance Principles will be provided on our website within four business days after the date of the amendment or waiver.

Board of Directors

The business and affairs of our company are managed by or under the direction of the Board. The Board is currently composed of nine members. The Board has elected an independent Chairman and our Bylaws require that our Chairman not be a current or former executive of the Company.

The Board held six meetings and took five actions by unanimous written consent during the year ended December 31, 2022. In 2022, each person serving as a director attended at least 75% of the total number of meetings of our Board and any Board committee on which he or she served.

Our directors are expected to attend our Annual Meeting. Any director who is unable to attend our Annual Meeting is expected to notify the Chairman in advance of the Annual Meeting. All of our directors serving at the time of the 2022 Annual Meeting of Stockholders were in attendance.

Board Committees

Pursuant to our Amended and Restated Bylaws, our Board may designate one or more committees, each consisting of one or more directors, and delegate to any such committee the full power of the Board, to the fullest extent permitted by law.

Pursuant to our Bylaws, our Board may designate one or more committees, each consisting of one or more directors, and delegate to any such committee the full power of the Board, to the fullest extent permitted by law.

Our Board has established three separately designated standing committees to assist the Board in discharging its responsibilities: the Audit Committee, the Compensation Committee, and the N&CG Committee. Also, in June 2023, our Board established the Executive Transition Committee to oversee the recruitment of a permanent chief executive officer. The charters for the Audit Committee, the Compensation Committee, and the N&CG Committee set forth the scope of the responsibilities of that committee. The Board will assess the effectiveness and contribution of each committee on an annual basis. These charters are available at www.rumbleon.com, and you may obtain a printed copy of any of these charters by sending a written request to: Investor Relations, RumbleOn, Inc., 901 W. Walnut Hill Lane, Irving, Texas 75038.

Audit Committee. We have a separately designated standing Audit Committee established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The current members of the Audit Committee are Messrs. Melvin Flanigan (chair), Steven Pully, and Kevin Westfall. Michael Marchlik and Shin Lee served on our Audit Committee through June 15, 2023 and Denmar Dixon served on the Audit Committee through January 18, 2023. The Board has determined that Steven Pully is an “audit committee financial expert,” as defined in Item 407 of Regulation S-K. Mr. Marchlik is not standing for re-election at the Annual Meeting.

The primary function of the Audit Committee is to assist the Board in fulfilling its responsibilities by overseeing our accounting and financial processes and the audits of our financial statements. The independent auditor is ultimately accountable to the Audit Committee, as representative of the stockholders. The Audit

Committee has the ultimate authority and direct responsibility for the selection, appointment, compensation, retention, and oversight of the work for which our independent auditor is engaged for the purpose of preparing and issuing an audit report or performing other audit, review or attest services for us (including the resolution of disagreements between management and the independent auditors regarding financial reporting), and the independent auditor must report directly to the Audit Committee. The Audit Committee also is responsible for the review of proposed transactions between us and related parties. For a complete description of the Audit Committee’s responsibilities, you should refer to the Audit Committee Charter. The Audit Committee held four meetings and took one action by unanimous written consent during the year ended December 31, 2022. Melvin Flanigan was appointed to the Audit Committee on June 15, 2023 and Steven Pully was appointed to the Audit Committee on May 11, 2023 and therefore they did not participate in any Audit Committee meetings during the fiscal year ended December 31, 2022.

Compensation Committee. The current members of the Compensation Committee are Ms. Rebecca Polak (chair) and Messrs. Melvin Flanigan and Steven Pully. Messrs. Michael Marchlik and Adam Alexander and Ms. Shin Lee served on our Compensation Committee through June 15, 2023. The Compensation Committee was established to, among other things, administer and approve all elements of compensation and awards for our executive officers. The Compensation Committee has the responsibility to review and approve the business goals and objectives relevant to each executive officer’s compensation, evaluate individual performance of each executive in light of those goals and objectives, and determine and approve each executive’s compensation based on this evaluation. For a complete description of the Compensation Committee’s responsibilities, you should refer to the Compensation Committee Charter. The Compensation Committee held one meeting and took one action by unanimous written consent during the year ended December 31, 2022. Rebecca Polak was appointed to the Compensation Committee on May 11, 2023 and Melvin Flanigan and Steven Pully were appointed to the Compensation Committee on June 15, 2023 and therefore they did not participate in any Compensation Committee meetings during the fiscal year ended December 31, 2022.

Nominating and Corporate Governance Committee. The current members of the N&CG Committee are Mses. Shin Lee (chair) and Rebecca Polak and Mr. Melvin Flanigan. Messrs. Adam Alexander and Keven Westfall served on our N&CG Committee through June 15, 2023 and Mr. Denmar Dixon served on our N&CG Committee through January 18, 2023. The N&CG Committee is responsible for identifying individuals qualified to become members of the Board or any committee thereof, recommending nominees for election as directors at each annual stockholder meeting, recommending candidates to fill any vacancies on the Board or any committee thereof, and overseeing the evaluation of the Board. For a complete description of the N&CG Committee’s responsibilities, you should refer to the N&CG Committee Charter. The N&CG Committee held one meeting and took two actions by unanimous written consent during the year ended December 31, 2022. Rebecca Polak and Melvin Flanigan were appointed to the N&CG Committee on June 15, 2023 and therefore they did not participate in the N&CG Committee meeting during the fiscal year ended December 31, 2022.

The N&CG Committee will consider all qualified director candidates identified by various sources, including members of the Board, management and stockholders. Candidates for directors recommended by stockholders will be given the same consideration as those identified from other sources. The N&CG Committee is responsible for reviewing each candidate’s biographical information, meeting with each candidate and assessing each candidate’s independence, skills and expertise based on a number of factors. While we do not have a formal policy on diversity, when considering the selection of director nominees, the N&CG Committee considers individuals with diverse backgrounds, viewpoints, accomplishments, cultural background, and professional expertise, among other factors.

Executive Transition Committee. The current members of the Executive Transition Committee are Messrs. Tkach (chair), Pully, Westfall, and Coulter (non-voting until such time he is appointed/elected to Board), and Mses. Lee and Polak. The Executive Transition Committee was established to oversee the recruitment of a permanent chief executive officer.

Board Leadership

The Board has a policy, reflected in its Bylaws, that prohibits the office of Chairman of the Board (“Chairman”) from being filled by an executive officer or former executive officer of the Company, including the Chief Executive Officer. Steven Pully, an independent director, serves as our Chairman and our Interim Chief Executive Officer is Mark Tkach.

Board Oversight of Enterprise Risk

The Board is actively involved in the oversight and management of risks that could affect the Company. This oversight and management is conducted primarily through the committees of the Board identified above, but the full Board has retained responsibility for general oversight of risks. The Audit Committee is primarily responsible for overseeing the risk management function, specifically with respect to management’s assessment of risk exposures (including risks related to liquidity, credit, and operations and regulatory compliance, among others), and the processes in place to monitor and control such exposures. The other committees of the Board consider the risks within their areas of responsibility. The Board satisfies its oversight responsibility through full reports by each committee chair regarding the committee’s considerations and actions, as well as through regular reports directly from officers responsible for oversight of particular risks within the Company.

Director Independence

Our Board has determined that Messrs. Alexander, Flanigan, Marchlik, Pully, and Westfall, and Mses. Lee and Polak qualify as “independent” directors in accordance with the listing requirements of NASDAQ. The NASDAQ independence definition includes a series of objective tests regarding a director’s independence and requires that the Board make an affirmative determination that a director has no relationship with us that would interfere with such director’s exercise of independent judgment in carrying out the responsibilities of a director. There are no family relationships among any of our directors or executive officers.

Communications with the Company and the Board

Stockholders may communicate with the Company through its Investor Relations Department by writing to Investor Relations, RumbleOn, Inc., 901 W. Walnut Hill Lane, Irving, Texas 75038.

Stockholders interested in communicating with our Board, any Board committee, any individual director, or any group of directors (such as our independent directors) should send written correspondence to RumbleOn, Inc. Board of Directors, Attn: Secretary, 901 W. Walnut Hill Lane, Irving, Texas 75038.

Stockholder Proposals for Next Year’s Annual Meeting

Any stockholder who wishes to present a proposal for action at our next Annual Meeting of Stockholders, or to nominate a director candidate for our Board, must submit such proposal or nomination in writing to our Corporate Secretary at RumbleOn, Inc., 901 W. Walnut Hill Lane, Irving, Texas 75038. The proposal or nomination should comply with the time period and information requirements as set forth in our Bylaws relating to stockholder business or stockholder nominations, respectively. To be eligible to present a proposal or nomination at the 2024 Annual Meeting of Stockholders, such proposal or nomination must be properly submitted to us as set forth in our Bylaws and not earlier than March 16, 2024 nor later than April 15, 2024. These requirements are separate from the SEC’s requirements that a stockholder must meet in order to have a proposal included in our proxy statement. Stockholders interested in submitting a proposal for inclusion in the proxy statement for the 2024 Annual Meeting of Stockholders may do so by following the procedures prescribed in SEC Rule 14a-8. To be eligible for inclusion, stockholder proposals pursuant to SEC Rule 14a-8 must be received by our Corporate Secretary at the herein above address no later than February 24, 2024.

Additionally, to comply with the SEC’s universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act, including a statement that such person intends to solicit the holders of shares representing at least 67% of the voting power of the Company’s shares entitled to vote in the election of directors in support of director nominees other than the Company’s nominees, no later than May 15, 2024.

EXECUTIVE COMPENSATION

Executive and Director Compensation

Summary Compensation Table

The following table provides the compensation paid to our principal executive officer and two other highest paid executive officers for the years ended December 31, 2022 and December 31, 2021 (“named executive officers”).

Name and Principal Position	Fiscal Year	Salary		Bonus		Stock Awards(1)		All Other Compensation			Total
Marshall Chesrown	2022	$	696,154	$	658,282	$	2,099,969	$	—		$	3,454,405
Former Chief Executive Officer(2)	2021	$	475,769	$	833,750	$	2,560,256	$	—		$	3,869,775

Peter Levy	2022	$	500,000	$	554,845	$	1,499,973	$	—		$	2,554,818
Former President and Chief Operating Officer(3)	2021	$	465,354	$	733,750	$	2,560,256	$	—		$	3,759,360

Narinder Sahai	2022	$	361,599	$	235,625	$	726,744	$	125,000	(5)	$	1,448,968
Former Chief Financial Officer(4)

____________

(1) Stock awards reflect the grant date fair value of restricted stock units (“RSUs”) determined pursuant to FASB ASC Topic 718 awarded during the calendar year.

(2) Mr. Chesrown resigned as Chief Executive Officer effective June 15, 2023.

(3) Mr. Levy resigned as President, Chief Operating Officer and director effective May 9, 2023.

(4) Mr. Sahai served as Chief Financial Officer from February 1, 2022 to January 17, 2023.

(5) Relocation expenses.

Outstanding Equity Awards at Fiscal Year End

The following table sets forth the outstanding equity awards held by our named executive officers as of December 31, 2022.

Name	Number of Shares or Units of Stock that Have Not Vested (#)	Market Value of Shares or Units of Stock That Have Not Vested ($)(1)
Marshall Chesrown(2)	46,460	$	300,596
Peter Levy(3)	33,185	$	214,707
Narinder Sahai(4)	21,196	$	137,138

____________

(1) Determined by multiplying the closing price of the Company’s Common Stock on December 30, 2022, $6.47, by the number of shares of Common Stock underlying the RSUs.

(2) On March 17, 2022, Mr. Chesrown was granted 61,946 RSUs, which vest in twelve equal quarterly installments beginning on June 17, 2022.

(3) On March 17, 2022, Mr. Levy was granted 44,247 RSUs, which vest in twelve equal quarterly installments beginning on June 17, 2022.

(4) On February 1, 2022, Mr. Sahai was granted 5,000 RSUs in connection with his beginning employment with the Company. On March 17, 2022, Mr. Sahai was granted 16,196 RSUs. All of Mr. Sahai’s RSUs vested upon his termination on January 17, 2023.

Executive Employment Agreements and Other Arrangements

Marshall Chesrown

Before August 31, 2021, the Company had not entered into employment contracts with its executive officers. Accordingly, the Company’s executive officers were employees on an at-will basis. During 2020, the salary for the current executive officer was as follows: Marshall Chesrown — $360,000.

On March 12, 2021, the Compensation Committee completed its annual grant of RSUs to company employees, including a grant to Mr. Chesrown of 38,521 RSUs, subject to stockholder approval of the amendment to the Company’s 2017 Stock Incentive Plan presented to the stockholders at the 2021 Special Meeting of Stockholders. These RSUs vest in equal quarterly installments during the thirty-six month period following the grant date.

On April 12, 2021, the Compensation Committee approved discretionary bonuses to certain company employees, including $275,000 to Mr. Chesrown.

Also, on April 12, 2021, the Compensation Committee approved increases in the annual salary for Mr. Chesrown to $500,000, effective March 1, 2021.

On August 31, 2021, 30,000 RSUs were granted to Mr. Chesrown. Also, on August 31, 2021, all RSUs outstanding under the 2017 Stock Incentive Plan vested at the closing of the acquisition of the RideNow entities (the “RideNow Transaction”), in accordance with the terms of the RSU Award Agreements governing the award, and the shares of Class B common stock were issued on September 3, 2021.

Also, on August 31, 2021, the Company entered into an employment agreement with Mr. Chesrown, in connection with his service as an executive officer of the Company (the “Chesrown Employment Agreement”). The Chesrown Employment Agreement has a three year term and automatically renews each month unless the Company or Mr. Chesrown provides the other party written notice at least fifteen days prior to the applicable date of renewal or unless terminated earlier pursuant to the terms of the Chesrown Employment Agreement. In connection with the Chesrown Employment Agreement, Mr. Chesrown receives an annual salary of $500,000. On March 17, 2022, the Compensation Committee approved an increase in Mr. Chesrown’s salary to $700,000 annually, effective January 1, 2022.

Mr. Chesrown is eligible for annual cash bonuses of up to 125% of his base salary, upon achievement of the performance metrics adopted by the Board or the Compensation Committee. Additionally, Mr. Chesrown is eligible to participate in the Company’s existing and future equity plans, benefits plan, policies, or arrangements maintained by the Company and made available to employees generally and for the benefits of executives.

The Company may terminate the Chesrown Employment Agreements and Mr. Chesrown’s employment at any time during the term for “Cause,” as such term is defined in the Chesrown Employment Agreement. Also, the Company may terminate the Chesrown Employment Agreement and Mr. Chesrown’s employment without cause. Mr. Chesrown may terminate his employment and the Chesrown Employment Agreement for “Good Reason,” as such term is defined in the Chesrown Employment Agreement. Also, Mr. Chesrown may terminate his employment and the Chesrown Employment Agreement for any reason or without reason; provided he provides the Company with at least thirty (30) days’ prior written notice. Mr. Chesrown’s employment and the Chesrown Employment Agreement will automatically terminate upon Mr. Chesrown’s death, as applicable. The Company may terminate the Chesrown Employment Agreement and Mr. Chesrown’s employment with the Company immediately upon a determination of “Disability,” as such term is defined in the Chesrown Employment Agreement. Upon termination of the Chesrown Employment Agreement due to Mr. Chesrown’s death or disability, the Company shall pay, in the case of death, to Mr. Chesrown’s estate, all “Accrued Obligations” and “Termination Compensation,” as such terms are defined in the Chesrown Employment Agreement, as if the employee had been terminated by the Company without Cause, and in the case of disability, to Mr. Chesrown, all Accrued Obligations and Termination Compensation as if he had been terminated by the Company without Cause, subject to reduction by the amount of any disability insurance proceeds paid to or on behalf of employee. In the event Mr. Chesrown’s employment is terminated by the Company for cause, the Company shall pay to Mr. Chesrown Accrued Obligations.

In the event the Company terminates the Chesrown Employment Agreement without cause or if Mr. Chesrown terminates the Chesrown Employment Agreement and his employment with the Company for Good Reason, the Company shall pay to Mr. Chesrown the Termination Compensation, as such term is defined in the Chesrown Employment Agreement, as applicable. In the event Mr. Chesrown terminates the Chesrown Employment Agreement and his employment with the Company for any reason (other than Good Reason) during the term of his applicable employment agreement, the Company shall pay to Mr. Chesrown the Accrued Obligations, as applicable.

Pursuant to the Chesrown Employment Agreement or individual equity award agreements, all equity benefits granted to the Mr. Chesrown shall vest immediately upon: (i) a “Change of Control,” as such term is defined in the Chesrown Employment Agreement, (ii) a termination of Mr. Chesrown’s employment by the Company without cause, (iii) a termination of employment by Mr. Chesrown for Good Reason, or (iv) Mr. Chesrown’s death or disability.

On June 11, 2023, Mr. Chesrown, provided the Board notice of his resignation as Chief Executive Officer of the Company, which was effective on June 15, 2023.

Narinder Sahai

On February 1, 2022, the Company entered into an employment agreement with Mr. Sahai for his service as Chief Financial Officer (the “Sahai Employment Agreement”). The Sahai Employment Agreement had an initial term of two years and could be renewed from time to time. Pursuant to the Sahai Employment Agreement, Mr. Sahai received an annual salary of $400,000 and was eligible to receive an annual cash bonus of up to 100% of his base salary, subject to the achievement of the performance metrics adopted by the Board of Directors or the Compensation Committee. Mr. Sahai received an initial grant of 5,000 restricted stock units under the Company’s 2017 Incentive Plan and was eligible to receive an annual grant of restricted stock units having a value equal to 1.5 times his annual base salary. The initial and annual restricted stock units were scheduled to vest over a three-year period. Mr. Sahai was eligible to receive a cash payment equal to one year of his current base salary and the current year’s target bonus in the event he is terminated during his employment term due to a change of control and in other circumstances set forth in the Sahai Employment Agreement. Additionally, Mr. Sahai was eligible to participate in the Company’s existing and future equity plans, benefits plan, policies, or arrangements maintained by the Company and made available to employees generally and for the benefits of executives.

Mr. Sahai’s service as the Company’s Chief Financial Officer ended on January 17, 2023. Because Mr. Sahai complied with the provisions of Section 5(e) of his employment agreement, Mr. Sahai will receive the payments described in such section. Mr. Sahai stayed on as a special advisor to the Company through April 15, 2023.

Peter Levy

On August 31, 2021, the Company entered into an employment agreement with Mr. Levy, in connection with his service as President of the Company (the “Levy Employment Agreement”). The Levy Employment Agreement had an initial three year term and could be renewed from time to time. Pursuant to the Levy Employment Agreement Mr. Levy received an annual salary of $500,000 and was eligible for an annual cash bonus of up to 125% of his base salary, subject to achievement of the performance metrics adopted by the Board or the Compensation Committee. Mr. Levy received an initial grant of 30,000 restricted stock units under the Company’s 2017 Incentive Plan. Mr. Levy was also eligible to participate in the Company’s equity plans, benefits plan, policies, or arrangements maintained by the Company and made available to employees generally and for the benefits of executives.

Mr. Levy’s service as the Company’s President and Chief Operating Officer ended on May 9, 2023. In connection with his separation and in consideration for Mr. Levy’s resignation from the Board, the Company and Mr. Levy entered into a Release Agreement, dated May 9, 2023, and attached as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on May 10, 2023 (the “Release Agreement”). Pursuant to the Release Agreement, among other things, the Company agreed, subject to the requirements of Section 409A of the Code, to accelerate a portion of the severance payments to which Mr. Levy is entitled to under Section 5(e) of the Levy Employment Agreement, and to place the remainder of the severance payments to which Mr. Levy is entitled in a rabbi trust for the benefit of Mr. Levy, and which also confirms certain post-termination obligations under the Levy Employment Agreement and includes a general release of claims by Mr. Levy and a limited release of claims by the Company. The severance payments to be contributed by the Company to the rabbi trust will be held subject to the claims of the Company’s creditors in the event of the Company’s insolvency, until paid to Mr. Levy and his beneficiaries.

Director Compensation

Before the 2022 Annual Meeting, the only method of non-employee director compensation was the grant of RSUs. The Company did not pay a cash retainer, meeting fee, committee membership fee, or other such stipend, however the Company did reimburse each non-employee director for fees, travel, and expenses related to their attendance, if and when incurred.

Following the 2022 Annual Meeting, non-employee directors receive an annual cash retainer of $65,000 and an annual award of $100,000 in RSUs priced at the grant date fair value. Committee chairs and members receive additional cash retainers as follows.

Committee	Chair		Member
Audit Committee	$	20,000	$	10,000
Compensation Committee	$	15,000	$	7,500
N&CG Committee	$	10,000	$	5,000

The following table summarizes the compensation paid to our directors for the year ended December 31, 2022.

Name	Fees Earned in Cash		Stock Awards(1)		All Other Compensation(2)		Total
Adam Alexander(3)	$	85,000	$	174,984	$	—	$	259,984
William Coulter(4)	$	—	$	—	$	274,520	$	274,520
Sam Dantzler(5)	$	—	$	169,661	$	—	$	169,661
Denmar Dixon(6)	$	85,000	$	174,984	$	—	$	259,984
Shin Lee(7)	$	77,500	$	99,999	$	—	$	177,499
Michael Marchlik(8)	$	97,500	$	174,984	$	—	$	272,484
Mark Tkach(9)	$	—	$	—	$	274,520	$	274,520
Kevin Westfall	$	75,000	$	174,984	$	—	$	249,984

____________

(1) Stock awards reflect the grant date fair value of restricted stock units determined pursuant to FASB ASC Topic 718 awarded during the calendar year. All RSUs outstanding under the 2017 Stock Incentive Plan, vested at closing of the RideNow Transaction, in accordance with the terms of the RSU Award Agreements governing the awards.

(2) Represents compensation paid to each of Mr. Coulter and Mr. Tkach in connection with their employment from January 1, 2022 to February 11, 2022 as follows: (i) salary — $79,808, (ii) bonus — $156,250, and (iii) paid time off — $38,462.

(3) Mr. Alexander is not standing for re-election at the Annual Meeting.

(4) Mr. Coulter resigned effective February 11, 2022, was named a Board observer on June 15, 2023, and is a Class II director nominee recommended by the Board for election at the Annual Meeting.

(5) Mr. Dantlzer resigned effective February 4, 2022.

(6) Mr. Dixon resigned effective January 18, 2023.

(7) Ms. Lee joined the Board on June 23, 2022.

(8) Mr. Marchlik is not standing for re-election at the Annual Meeting.

(9) Mr. Tkach resigned effective February 11, 2022 and was appointed Interim Chief Executive Officer and a director on June 15, 2023.

Securities Authorized for Issuance Under Equity Compensation Plans

The following table provides information as of December 31, 2022 with respect to all of our compensation plans under which equity securities are authorized for issuance:

	Number of Securities To Be Issued Upon Exercise of Outstanding Options, Warrants and Rights	Weighted Average Exercise Price of Outstanding Options, Warrants and Rights(1)		Number of Securities Remaining Available for Future Issuance(2)
Equity compensation plans approved by stockholders	591,328	$	79.48	1,071,140
Equity compensation plans not approved by stockholders	—	$	—	—
Total	591,328	$	79.48	1,071,140

____________

(1) This number reflects the weighted-average exercise price of outstanding options and has been calculated exclusive of outstanding restricted stock unit awards issued under our 2017 Stock Incentive Plan.

(2) As of December 31, 2022, the number of shares of Class B common stock authorized under the 2017 Stock Incentive Plan was 2,700,000. As of December 31, 2022, 1,071,140 shares of Class B common stock are available for future issuance.

PAY VERSUS PERFORMANCE

As required by Item 402(v) of Regulation S-K, we are providing the following information regarding the relationship between executive compensation and our financial performance for each of the last two completed calendar years. In determining the “compensation actually paid” to our named executive officers (“NEOs”), we are required to make various adjustments to amounts that have been previously reported in the Summary Compensation Table (“SCT”) in previous years, as the SEC’s valuation methods for this section differ from those required in the SCT.

Pay Versus Performance Table

The table below summarizes compensation values both previously reported in our SCT, as well as the adjusted values required in this section for fiscal years 2022 and 2021. Note that for our NEOs other than our principal executive officer (the “PEO”), compensation is reported as an average.

	PEO				Non-PEO
Year	Summary Compensation Table Total for PEO(1)(2)		Compensation Actually Paid to PEO(3)		Average Summary Compensation Table Total for Non-PEO Named Executive Officers(4)		Average Compensation Actually Paid to Non-PEO Named Executive Officers(5)		Value of Initial Fixed $100 Investment Based on TSR(6)		Net Loss ($M)(7)
2022	$	3,454,405	$	1,917,055	$	2,001,893	$	1,158,036	$	21.42	$	(261,513	)
2021	$	3,869,775	$	4,135,498	$	2,494,090	$	2,783,256	$	137.48	$	(9,725	)

____________

(1) During fiscal years 2022 and 2021, the PEO was Marshall Chesrown. During fiscal year 2022, the non-PEO NEOs were Peter Levy and Narinder Sahai. During fiscal year 2021, the non-PEO NEOs were William Coulter, Mark Tkach, and Peter Levy.

(2) The dollar amounts reported are the amounts of total compensation reported for Mr. Chesrown for the applicable fiscal year in the “Total” column of the SCT.

(3) The following table sets forth the adjustments made to the SCT total for each year represented in the pay versus performance table to arrive at “compensation actually paid” to our PEO, as computed in accordance with Item 402(v) of Regulation S-K:

	2022			2021
SCT Total for PEO	$	3,454,405		$	3,869,775
Less: Amount reported under the “Stock Awards” column in the SCT (measured at grant date)	$	(2,099,969	)	$	(2,560,256	)
Less: Amounts reported under the “Option Awards” column in the SCT	$	—		$	—
Add: Fair value of awards granted during the fiscal year that are outstanding and unvested as of the end of the fiscal year (measured at year end)	$	300,596		$	—
Add: Fair value of awards granted during the fiscal year that vested during the fiscal year (measured at vesting date)	$	262,023		$	2,404,402
(Deduct) add: Change in fair value as of fiscal year-end, compared to prior fiscal year-end, of awards granted in any prior fiscal year that are outstanding and unvested as of the end of the fiscal year	$	—		$	—
(Deduct) add: Change in fair value as of vesting date, compared to prior fiscal year-end, of awards granted in any prior fiscal year for which all vesting conditions were satisfied at fiscal year-end or during the fiscal year	$	—		$	421,577

Total Adjustments	$	(1,537,350	)	$	265,723
Compensation Actually Paid to PEO	$	1,917,055		$	4,135,498

Assumptions used in the fair valuation of equity awards for the adjustments described above to calculate compensation actually paid to the PEO were not materially different from those used in the Company’s grant date fair value calculations as described in Notes 2 and 3 to the SCT.

(4) The dollar amounts reported represent the average of the amounts reported for the non-PEO NEOs for the applicable fiscal year in the “Total” column of the SCT.

(5) The following table sets forth the adjustments made, on an average basis, to the average SCT total for each year represented in the pay versus performance table to arrive at “average compensation actually paid” to our non-PEO NEOs:

	2022			2021
Average SCT Total for Non-PEO NEOs	$	2,001,893		$	2,494,090
Less: Amount reported under the “Stock Awards” column in the SCT (measured at grant date)	$	(1,113,359	)	$	(1,853,419	)
Less: Amounts reported under the “Option Awards” column in the SCT	$	—		$	—
Add: Fair value of awards granted during the fiscal year that are outstanding and unvested as of the end of the fiscal year (measured at year end)	$	175,926		$	1,170,559
Add: Fair value of awards granted during the fiscal year that vested during the fiscal year (measured at vesting date)	$	187,152		$	1,251,984
(Deduct) add: Change in fair value as of fiscal year-end, compared to prior fiscal year-end, of awards granted in any prior fiscal year that are outstanding and unvested as of the end of the fiscal year	$	—		$	—
(Deduct) add: Change in fair value as of vesting date, compared to prior fiscal year-end, of awards granted in any prior fiscal year for which all vesting conditions were satisfied at fiscal year-end or during the fiscal year	$	—		$	412,108
Total Adjustments	$	(750,281	)	$	981,232
Average Compensation Actually Paid to Non-PEO NEOs	$	1,158,036		$	2,783,256

Assumptions used in the fair valuation of equity awards for the adjustments described above to calculate average compensation actually paid to the Non-PEO NEOs were not materially different from those used in the Company’s grant date fair value calculations as described in Notes 2 and 3 to the SCT.

(6) The amounts reported represent the measurement period value of an investment of $100 in our stock on December 31, 2020 (the last trading day before the 2021 fiscal year), and then valued again on each of December 31, 2021 (the last trading day of the 2021 fiscal year) and December 30, 2022 (the last trading day of the 2022 fiscal year), based on the closing price per share of the Company’s Class B common stock as of such dates.

(7) The amounts reported represent net loss for the applicable fiscal year calculated in accordance with generally accepted accounting principles in the United States. The year ended December 31, 2022 includes a $(350,315) impairment of goodwill and franchise rights.

Narrative Disclosure to Pay Versus Performance Table

The graphs below display the relationship between compensation actually paid to the PEO and the average compensation actually paid to the non-PEO NEOs and the Company’s total shareholder return (based on a fixed investment of $100 on December 31, 2020) and net loss for the years presented.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. In accordance with the SEC rules, shares of our common stock that may be acquired upon exercise or vesting of equity awards within 60 days of the date of the table below are deemed beneficially owned by the holders of such options and are deemed outstanding for the purpose of computing the percentage of ownership of such person, but are not treated as outstanding for the purpose of computing the percentage of ownership of any other person.

As of May 26, 2023, 50,000 shares of Class A common stock and 16,534,504 shares of Class B common stock were issued and outstanding. The following table sets forth information with respect to the beneficial ownership of our common stock as of May 26, 2023, by (i) each of our executive officers, directors, and director nominees, (ii) all of our executive officers and directors as a group, and (iii) each stockholder known by us to be the beneficial owner of more than 5% of our common stock. To the best of our knowledge, except as otherwise indicated, each of the persons named in the table has sole voting and investment power with respect to the shares of common stock beneficially owned by such person, except to the extent such power may be shared with a spouse. To our knowledge, none of the shares listed below are held under a voting trust or similar agreement, except as noted. To our knowledge, there is no arrangement, including any pledge by any person of our securities, the operation of which may at a subsequent date result in a change in control of our Company.

Unless otherwise noted below, the address of each person listed on the table is c/o RumbleOn, Inc., 901 W. Walnut Hill Lane, Irving, Texas 75038.

Beneficial Owner Executive Officers, Directors, and Director Nominees	Class A Common Stock Beneficially Owned	Percentage of Class A Common Stock Beneficially Owned (%)(1)		Class B Common Stock Beneficially Owned	Percentage of Class B Common Stock Beneficially Owned (%)(2)
Mark Tkach(3)	—	—	%	2,621,028	15.9	%
Blake Lawson(4)	—	—	%	21,022	*	%
Michael Francis(5)	—	—	%	36,128	*	%
Adam Alexander(6)	—	—	%	28,799	*	%
Marshall Chesrown(7)	43,750	87.5	%	252,541	1.5	%
William Coulter(8)	—	—	%	2,621,405	15.9	%
Melvin Flanigan	—	—	%	—	—	%
Shin Lee(9)	—	—	%	6,799	*	%
Michael Marchlik(10)	—	—	%	29,799	*	%
Rebecca C. Polak(11)	—	—	%

SEC Form DEF 14A filed by RumbleOn Inc.