Vroom Inc
For the period ended Dec 31, 2023. Filed Apr 29, 2024.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Dec 31, 2023 · Filed Apr 29, 2024
Contents
Pay Versus Performance
In accordance with SEC rules applicable to Smaller Reporting Companies, the following table sets forth additional information concerning the compensation of each individual who served as our Principal Executive Officer (PEO) and our other (non-PEO) named executive officers (“NEOs”) for each of the fiscal years ended December 31, 2023 2022, and 2021 and our net income and TSR performance for each such fiscal year.
| Year | Summary Compensation Table Total for PEO One(Hennessy) | Compensation Actually Paid to PEO One(1)(2) (Hennessy) | Summary Compensation Table Total for PEO Two(Shortt) | Compensation Actually Paid to PEO Two(1)(2) (Shortt) | Average Summary Compensation Table Total for Non-PEO NEOs | Average Compensation Actually Paid to Non-PEO NEOs(1)(2) | Value of Initial Fixed $100 Investment Based on Total Shareholder Return | Net Loss(in thousands) |
|---|---|---|---|---|---|---|---|---|
| 2023 | - | - | $2,335,923 | $1,206,834 | $1,028,962 | $615,796 | 1.47 | ($365,540) |
| 2022 | $210,385 | ($5,210,335 | $7,898,272 | $5,226,443 | $1,601,032 | $471,943 | 2.49 | ($451,910) |
| 2021 | $18,328,140 | ($11,053,509 | - | - | $1,008,437 | ($3,184,750) | 26.34 | ($370,911) |
(1) Amounts represent compensation actually paid to our PEO and the average compensation actually paid to our remaining NEOs for the relevant fiscal year, as determined under SEC rules (and described below), which includes the individuals indicated in the table below for each fiscal year:
| Year | PEO | Non-PEO NEOs |
| 2023 | Thomas Shortt | Robert Krakowiak and Patricia Moran |
| 2022 | Paul Hennessy and Thomas Shortt | Robert Krakowiak and Patricia Moran |
| 2021 | Paul Hennessy | Robert Krakowiak, David Jones, Mark Roszkowski, Patricia Moran, and C. Denise Stott |
Compensation actually paid to our NEOs represents the “Total” compensation reported in the Summary Compensation Table for the applicable fiscal year, as adjusted as follows:
| 2023 | ||
|---|---|---|
| Adjustments | PEO Two(Shortt) | Average Non-PEO NEOs |
| Deduction for Amounts Reported under the “Stock Awards” and “Option Awards” Columns in the Summary Compensation Table for Applicable FY | (1,584,000) | (528,000) |
| Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Remain Unvested as of Applicable FY End, determined as of Applicable FY End | 1,084,500 | (361,500) |
| Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Vested during Applicable FY, determined as of Vesting Date | 0 | 0 |
| Increase/deduction for Awards Granted during Prior FY that were Outstanding and Unvested as of Applicable FY End, determined based on change in ASC 718 Fair Value from Prior FY End to Applicable FY End | (472,579) | (238,261) |
| Increase/deduction for Awards Granted during Prior FY that Vested During Applicable FY, determined based on change in ASC 718 Fair Value from Prior FY End to Vesting Date | (22,702) | (8,404) |
| Deduction of ASC 718 Fair Value of Awards Granted during Prior FY that were Forfeited during Applicable FY, determined as of Prior FY End | 0 | 0 |
| Increase based on Dividends or Other Earnings Paid during Applicable FY prior to Vesting Date | 0 | 0 |
| Increase based on Incremental Fair Value of Options/SARs Modified during Applicable FY | 0 | 0 |
| TOTAL ADJUSTMENTS | (994,781) | (413,165) |
(2) Fair value or change in fair value, as applicable, of equity awards in the “Compensation Actually Paid” columns was determined by reference to (i) for solely service-vesting RSU awards, the closing price per share on the applicable year-end date(s) or, in the case of vesting dates, the closing price per share on the applicable vesting date(s); (ii) for performance-based RSU awards (applicable in 2021 and 2022 only), the same valuation methodology as RSU awards above except that the year-end values are multiplied by the probability of achievement of the applicable performance objective as of the applicable date; and (iii) for stock options, a Black Scholes value as of the applicable year-end or vesting date(s), determined based on the same methodology as used to determine grant date fair value but using the closing stock price on the applicable revaluation date as the current market price and with an expected life set equal to the remaining term the awards are expected to be outstanding as of the applicable revaluation date, and in all cases based on volatility and risk free rates determined as of the revaluation date based on the expected life period and based on an expected dividend rate of 0%. For additional information on the assumptions used to calculate the valuation of the awards, see the Notes to Consolidated Financial Statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022 and prior fiscal years.
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