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
Robert R. Krakowiak as Chief Financial Officer, effective as of September 13,
2021 (the "transition date"). Mr. Krakowiak will succeed David K. Jones, who is
separating from his officer position with the Company, effective as of the
transition date, but will provide transition services as described below.
Mr. Krakowiak, 51, most recently served as Executive Vice President, Chief
Financial Officer of Stoneridge Corporation. Prior to joining Stoneridge
Corporation, Mr. Krakowiak was Vice President, Treasurer and Investor Relations
at Visteon Corporation from 2012 until August 2016 and before that held various
roles at Owens Corning. He holds bachelor's and master's degrees in Electrical
Engineering from the University of Michigan and an M.B.A. from the University of
Chicago.
Chief Financial Officer Compensation Arrangements
In connection with Mr. Krakowiak's appointment as Chief Financial Officer, the
Company and Mr. Krakowiak entered into an offer letter setting forth the terms
and conditions of his employment. In consideration for his service,
Mr. Krakowiak will receive an annual base salary of $525,000 and will be
eligible for an annual cash incentive with a target opportunity equal to 50% of
his annual base salary, pro-rated for partial years of service, the minimum
amount of which bonus will be $150,000 for 2021. Mr. Krakowiak will also be
eligible to receive annual equity awards in the amounts and on such terms as are
determined by the Compensation Committee of the Board, provided that, in March
2022, Mr. Krakowiak will receive an award of performance share units with a
target grant date fair value of no less than $1,000,000 subject to a three-year
performance period with a payout range from 0% to 200%. In addition, on the
transition date, Mr. Krakowiak will receive an initial restricted stock unit
("RSU") grant with a grant date fair value of $1,800,000, subject to ratable
vesting on the first three anniversaries of the transition date. If
Mr. Krakowiak's employment is terminated without cause or upon his resignation
for good reason, 50% of the unvested portion of the initial RSU grant will vest.
Mr. Krakowiak will receive a one-time cash payment equal to $150,000 on the
transition date, 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 transition date. Mr. Krakowiak will also receive a one-time
cash payment of $100,000 on the first anniversary of the transition date,
subject to his continued employment through such date.
Mr. Krakowiak will also be eligible to participate in the Company's broad-based
employee benefits programs and the Company's Executive Severance Plan.
Mr. Krakowiak 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.
Transition and Separation Agreement with Mr. Jones
The Company has entered into a separation agreement with David K. Jones, which
provides that, effective as of the transition date, Mr. Jones resigned as Chief
Financial Officer and from any other officer or director position he holds with
the Company or any of its affiliates, except that, from the transition date
through and including November 30, 2021 (the "separation date"), Mr. Jones will
remain employed as a non-executive employee of the Company to provide transition
services. In consideration for Mr. Jones's transition services, from the
transition date until the separation date, he will continue to receive his base
salary, be eligible to vest in the equity awards he holds as of the transition
date and be eligible to participate in the broad-based employee health and
welfare benefit programs in which he participated as of immediately prior to the
transition date.
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In consideration for Mr. Jones's execution of a general release of claims, in
accordance with the terms of the Company's Executive Severance Plan, Mr. Jones
will receive cash severance in the form of base salary continuation for 12
months following the separation date and subsidized health, dental and vision
care coverage for up to 12 months following the separation date. Outstanding
unvested Company equity awards held by Mr. Jones upon his separation date will
be treated in accordance with the terms of the applicable award agreements,
which generally provide for forfeiture, except in the case of Mr. Jones's
restricted stock unit award agreement dated February 5, 2020, which provides for
prorated vesting based on the portion of the vesting period worked through the
separation date. In consideration for the severance benefits, Mr. Jones is
subject to certain post-employment restrictions, including restrictions on
competitive activities and non-solicitation of employees and customers of the
Company for 12 months following the separation date.
The foregoing descriptions of the terms and conditions of the letter agreement
with Mr. Krakowiak and the transition and separation agreement with Mr. Jones do
not purport to be complete and are qualified in their entirety by reference to
such agreements, which are filed as Exhibits 10.1 and 10.2 hereto, respectively,
and are incorporated herein by reference.
A copy of the press release issued by the Company on the transition date, is
attached as Exhibit 99.1 hereto.
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ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
Exhibit
Number Description
10.1 Letter Agreement, dated as of September 13, 2021, by and between
Robert Krakowiak and Vroom, Inc.
10.2 Transition and Separation Letter Agreement, dated as of
September 10, 2021, by and between David Jones and Vroom, Inc.
99.1 Press Release dated as of September 13, 2021.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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VROOM, INC. 
