SECTION 5 - CORPORATE GOVERNANCE AND MANAGEMENT
| ITEM 5.02 | DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS. |
The Board of Directors (the “Board”) of Vroom, Inc. (the “Company”) has named Thomas Shortt as Chief Operating Officer, effective as of January 3, 2022 (the “commencement date”).
Mr. Shortt, 53, most recently served as Senior Vice President at Walmart, Inc., where he developed a comprehensive ecommerce supply chain strategy and led improvements through advanced analytics, processes, and systems. Prior to joining Walmart, Inc., Mr. Shortt held senior leadership roles overseeing supply chain, fulfillment and logistics, with an emphasis on change management and business transformation, at Home Depot, ACCO Brands, Unisource, Fisher Scientific and Office Depot. He holds a bachelor’s degree in Accounting from the University of Akron.
In connection with Mr. Shortt’s appointment, effective as of January 3, 2022, Mark Roszkowski, currently the Company’s Chief Revenue Officer, will assume a new role leading strategy for the broader organization, in addition to his responsibility for value-added products and all financing, as Chief Strategy Officer and General Manager of Vroom Financial Services.
Chief Operating Officer Compensation Arrangements
In connection with Mr. Shortt’s appointment as Chief Operating Officer, the Company and Mr. Shortt entered into an offer letter setting forth the terms and conditions of his employment. In consideration for his service, Mr. Shortt will receive an annual base salary of $650,000 and will be eligible for an annual cash incentive with a target opportunity equal to 75% of his annual base salary, pro-rated for partial years of service. In connection with his hire, Mr. Shortt will receive an initial restricted stock unit grant with a grant date fair value of $3,000,000, subject to ratable vesting on the first three anniversaries of the grant date, in lieu of an annual equity award grant for 2022. Commencing in 2023, Mr. Shortt will be eligible to receive annual equity awards in the amounts and on such terms as are determined by the Compensation Committee of the Board.
Mr. Shortt will receive a one-time cash payment equal to $1,600,000 on the first administratively practical payroll date following the commencement date, $300,000 of which will be subject to repayment to the Company if he voluntarily terminates his employment with the Company without good reason or his employment with the Company is terminated for cause prior to the first anniversary of the commencement date.
Mr. Shortt will also be eligible to participate in the Company’s broad-based employee benefits programs and the Company’s Executive Severance Plan.
Mr. Shortt has entered into the Company’s standard Proprietary Information and Inventions Assignment Agreement, which subjects him to certain restrictive covenants, including confidentiality and one-year post-employment restrictions on competition and solicitation of employees, vendors and customers of the Company.
The foregoing description of the terms and conditions of the letter agreement with Mr. Shortt does not purport to be complete and is qualified in its entirety by reference to such agreement, which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.
A copy of the press release issued by the Company on December 16, 2021, is attached as Exhibit 99.1 hereto.
