DEF 14A of RUM Group Inc., Apr 25, 2025

DEF 14A of RUM Group Inc.

Filed Apr 25, 2025 · FY20240001213900-25-035545

Open on EDGAR

  1. PROPOSAL NO. 1 — ELECTION OF DIRECTORS

    PROPOSAL NO. 1 — ELECTION OF DIRECTORS Our business and affairs are managed under the direction of our Board of Directors. The Board of Directors presently has seven members, five of whom are deemed “independent” under the SEC rules and listing standards of The Nasdaq Stock Market (“Nasdaq”). Vacancies on the Board of Directors may be filled only by persons elected by a majority of the remaining directors or by a sole remaining director. Upon the recommendation of the Nominating and Corporate Governance Committee of our Board of Directors, our Board of Directors has nominated the seven director nominees listed below for election at the Annual Meeting. Each of the director nominees currently serves on the Board of Directors. The current term of all directors will expire at the Annual Meeting when their successors are elected, and the Board of Directors has nominated each of these individuals for a new one-year term that will expire at the 2026 Annual Meeting of Stockholders when their successors are elected. The Class A Director will be elected by a plurality of the votes cast by the holders of shares of our Class A Common Stock, present by virtual attendance or represented by proxy at the meeting and entitled to vote on the election of directors and the remaining directors will be elected by a plurality of the votes cast by the holders of shares of our Class A Common Stock, Class C Common Stock and Class D Common Stock (voting together as a single class), present by virtual attendance or represented by proxy at the meeting and entitled to vote on the election of directors. Accordingly, the seven nominees receiving the highest number of affirmative votes will be elected. Shares represented by executed proxies will be voted, if authority to do so is not withheld, for the election of each of the nominees named below. If the nominee becomes unavailable for election as a result of an unexpected occurrence, shares that would have been voted for that nominee will instead be voted for the election of a substitute nominee proposed by the Board of Directors. Each person nominated for election has consented to being named as a nominee in this Proxy Statement and has agreed to serve if elected. We have no reason to believe that any nominee will be unable to serve if elected. The Nominating and Corporate Governance Committee believes that all directors must, at a minimum, meet the criteria set forth in the Company’s Code of Conduct and Ethics and the Corporate Governance Guidelines, which specify, among other things, that the Nominating and Corporate Governance Committee will consider criteria such as independence, diversity, age, skills, and experience in the context of the needs of the Board of Directors. The Nominating and Corporate Governance Committee also will consider a combination of factors for each director, including (a) the nominee’s ability to represent all stockholders without a conflict of interest, (b) the nominee’s ability to work in and promote a productive environment, (c) whether the nominee has sufficient time and willingness to fulfill the substantial duties and responsibilities of a director, (d) whether the nominee has demonstrated the high level of character, ethics and integrity expected by the Company, (e) whether the nominee possesses the broad professional and leadership experience and skills necessary to effectively respond to the complex issues encountered by a publicly-traded company, and (f) the nominee’s ability to apply sound and independent business judgment. The following is a brief biography of the nominees for election at the Annual Meeting.

  2. NOMINEES FOR ELECTION FOR A TERM EXPIRING AT THE 2026 ANNUAL MEETING OF STOCKHOLDERS

    NOMINEES FOR ELECTION FOR A TERM EXPIRING AT THE 2026 ANNUAL MEETING OF STOCKHOLDERS Chris Pavlovski, age 41, is the Founder and Chief Executive Officer of Rumble and has served as a member of our Board of Directors since September 2022, and has served as a member of the board of directors of Legacy Rumble since 2013. As a three-time successful entrepreneur, Mr. Pavlovski has over 20 years’ experience in the online marketing and advertising space. After building websites daily in his teenage years, Mr. Pavlovski founded Jolted Media Group and served as its Chief Executive Officer. During the same time, Mr. Pavlovski served as the director of marketing for NASA’s Next Giant Leap from 2009 through 2012, leading corporate donations, sponsorships, and internet marketing strategies. Mr. Pavlovski also founded Cosmic Development in 2011, a global IT business employing 150+ employees with offices in Europe and North America. The business was ranked as the 2nd best employer in Macedonia and has been the recipient of numerous awards. Mr. Pavlovski also sits on numerous boards, including Macedonia 2025, a not-for-profit organization focused on economic and educational development in Macedonia. As a result of his success, Mr. Pavlovski became a finalist for the Ernst & Young Entrepreneur of the Year in 2010. Prior to his entrepreneurial journey, Mr. Pavlovski served as a Network Administrator at Microsoft and studied at the University of Toronto. We believe that Mr. Pavlovski’s extensive experience in technology, online marketing and advertising, along with his unique perspective on technology-related matters, qualify him to serve as a member of our Board of Directors. Nancy Armstrong, age 58, has served as a member of our Board of Directors since September 2022. Ms. Armstrong is an Emmy-nominated producer and the founder/executive producer of Happy Warrior Media. She recently launched her award-winning documentary on ADHD, “The Disruptors”. Previously, she co-founded and was an executive producer of MAKERS since 2010, a leading women’s video and media platform and library. Prior to MAKERS, Ms. Armstrong began her career in media at Ogilvy, Inc. in New York City. Ms. Armstrong is a graduate of the University of Wisconsin-Madison and received a master’s degree in communications from Boston University. We believe that Ms. Armstrong’s extensive media and advertising experience qualifies her to serve as a member of our Board of Directors. Katie Biber, age 46, has served as a director of Rumble since January 2025. Ms. Biber serves as Chief Legal Officer at Paradigm, leading the firm’s legal, regulatory, compliance, and policy functions, and has held this position since June 2022. She joined Paradigm from Brex, a financial products provider, where she served as Chief Legal Officer from June 2020 to June 2022. Previously, she was General Counsel at Anchorage, the first crypto-native custody and trading platform for institutional investors, and has been an observer on Anchorage’s board of directors since July 2020. Since June 2021, Ms. Biber has also served on the board of directors of Protocol Labs, an open-source software development company. Ms. Biber was also an early lawyer at Airbnb, where she managed U.S. regulatory and litigation issues. Earlier in her career, Ms. Biber worked as a political and election lawyer, representing candidates, political party committees, and non-profit groups in high-stakes enforcement actions, congressional investigations, and litigation. Ms. Biber served as a clerk to the Hon. Timothy M. Tymkovich on the U.S. Court of Appeals for the Tenth Circuit. Ms. Biber received her J.D. from Harvard Law School and a B.A. from George Washington University. We believe that Mr. Biber’s extensive legal and technology experience qualifies her to serve as a member of our Board of Directors. Paul Cappuccio, age 63, has served as a member of our Board of Directors since September 2022 and served as a member of the board of directors of Legacy Rumble from January 2021 through September 2022. Mr. Cappuccio is currently employed as a managing partner of the Torridon Law Firm, a position he has held since May 2024. Mr. Cappuccio has also served as a director of Chipotle Mexican Grill, Inc. (NYSE: CMG) from 2016 to 2020 (where Mr. Cappuccio served as the chairman of the Nominating and Governance Committee and on the Audit Committee) and Central European Media Enterprises (Nasdaq: CETV) from 2009 to 2018. Mr. Cappuccio also served as the Chief Legal Officer and General Counsel of NJOY, LLC, a privately held company that sells electronic nicotine delivery systems to adult smokers and former smokers, from January 2020 to June 2023. From 2019 to 2020, Mr. Cappuccio served as Vice Chairman of dtx, a digital company that connects consumers with brands through QR codes. From January 2001 to June 2018, Mr. Cappuccio served as Executive Vice President and General Counsel of Time Warner, Inc., a consolidated worldwide media and entertainment company. From August 1999 to January 2001, he served as Senior Vice President and General Counsel at America Online, Inc., an internet access company. Prior to this, Mr. Cappuccio was a partner at Kirkland & Ellis and served as an Associate Deputy Attorney General at the U.S. Department of Justice. Additionally, Mr. Cappuccio served as a law clerk to two Justices of the Supreme Court of the United States, the Hon. Anthony M. Kennedy and the Hon. Antonin Scalia. Mr. Cappuccio received his J.D. from Harvard Law School and a B.A. from Georgetown University. We believe that Mr. Cappuccio’s experience as a leader in the legal, media and entertainment, and technology industries, as well as his prior service on multiple public company boards, qualifies him to serve as a member of our Board of Directors. Phil Evershed, age 64, has served as a member of our Board of Directors since March 2025. Mr. Evershed has been a Managing Partner at PointNorth Capital, an advisory and investment management company, since 2015. Previously, Mr. Evershed was Global Head of Investment Banking at Canaccord Genuity, a full-service financial services firm, from 2010 to 2015. In 2005, Mr. Evershed co-founded Genuity Capital Markets, a privately held investment bank that was sold in 2010, and prior to that, Mr. Evershed was the Co-Head of Investment Banking and the Head of Mergers and Acquisitions at the Canadian Imperial Bank of Commerce (CIBC), where he was employed from 1990 to 2005. Prior to joining CIBC, Mr. Evershed was Chief of Staff to the Deputy Prime Minister of Canada and Minister of Privatization until 1990. Since July 2022, Mr. Evershed has served on the board of directors of Verticalscope, a cloud-based digital community platform. He has also served on the board of Iogen Corp., a biotechnology firm specializing in low-carbon biofuels since January 2024, and the board of Third Lane Mobility Inc., a consumer mobility company. Previously, Mr. Evershed served as Chairman of the Board of Sirius-XM Satellite Radio (Canada), a broadcasting company from June 2005 to May 2023, and as a board member of Bird Global, Inc. (NYSE:BRDS), an electric scooter company, from March 2023 to December 2023. Mr. Evershed received Master of Arts in Economics from the University of Toronto in 1985 and Honours Bachelor of Arts at the School of Business and Economics from Wilfrid Laurier University in 1983. We believe that Mr. Evershed’s extensive financial and business expertise qualifies him to serve as a member of our Board of Directors.

  3. NOMINEES FOR ELECTION FOR A TERM EXPIRING AT THE 2026 ANNUAL MEETING OF STOCKHOLDERS

    Jerry Naumoff, age 67, has served as a member of our Board of Directors since November 2024. Mr. Naumoff is Chairman Emeritus and Founding Partner of Taskforce BPO, a business process outsourcing service, and he previously served as the CEO and Chairman of the Board of Taskforce, one of the fastest-growing companies in Southeast Europe from July 2017 to January 2022. Mr. Naumoff previously served as Minister for Foreign Direct Investments for the Government of the Republic of Macedonia from May 2013 to June 2017. In 1993, Mr. Naumoff was the Founder and President of The Naumoff Group, Inc., a total risk management advisory firm. Mr. Naumoff holds a B.S. in Business Administration and Marketing from Ball State University. We believe that Mr. Naumoff’s extensive international business experience qualifies him to serve as a member of our Board of Directors. Mr. Naumoff’s son is a non-executive, salaried employee of the Company. Ryan Milnes, age 42, has served as a member of our Board of Directors since September 2022, and served as a member of the board of directors of Legacy Rumble from 2013 through September 2022. Mr. Milnes is an accomplished entrepreneur and the co-founder and Chief Executive Officer of Cosmic Development, a global IT business employing more than 150 employees with offices in Europe and North America. Since founding Cosmic in 2013, Mr. Milnes has overseen Cosmic’s provision of content editing and moderation services to Rumble. He is the owner and director of multiple businesses that focus on tech and real estate. Mr. Milnes holds a film degree from the Toronto Film School. We believe that Mr. Milnes’s experience as an entrepreneur in the information technology industry qualifies him to serve as a member of our Board of Directors.

  4. THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH OF THE NAMED NOMINEES ABOVE

    THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH OF THE NAMED NOMINEES ABOVE

  5. INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

    INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

  6. Summary Compensation Table

    Summary Compensation Table The following table shows information regarding the compensation earned by or paid to our NEOs during the fiscal years ended December 31, 2024 and December 31, 2023. The amounts paid to Messrs. Pavlovski and Hughes reflected herein have been converted from Canadian dollars to U.S. dollars using the average annual conversion ratio as of December 31 of the respective year.

  7. Summary Compensation Table

    | Name and Title | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Options Awards ($)(2) | All Other Compensation ($) | Total ($) | | Chris Pavlovski | 2024 | 980,435 | 232,870 | 619,904 | 1,879,520 | 676,212(3) | 4,388,941 | | Chairman and Chief Executive Officer | 2023 | 1,007,039 | 503,519(4) | 624,998 | 1,874,093 | 9,362(5) | 4,019,011 | | Tyler Hughes | 2024 | 388,537 | 93,372 | 245,891 | 745,545 | 56,203(3)(5) | 1,529,548 | | Chief Operating Officer | 2023 | 394,725 | 198,362(4) | 243,450 | 729,998 | — | 1,566,535 | | Michael Ellis | 2024 | 400,000 | 95,000 | 249,999 | 757,984 | — | 1,502,983 | | Former General Counsel and Corporate Secretary | 2023 | 400,000 | 200,000(4) | 249,997 | 749,634 | — | 1,599,631 |

  8. Summary Compensation Table

    ____________ (1) The amounts reported in this column do not reflect dollar amounts actually received by our NEOs. Instead, the amounts reported in this column represent the aggregate grant-date fair value of the RSUs granted during the fiscal years indicated, computed in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”). See Note 2 to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 for a discussion of the relevant assumptions used in calculating these amounts. (2) The amounts reported in this column do not reflect dollar amounts actually received by our NEOs. Instead, these amounts reflect the aggregate grant-date fair value of the options to purchase shares of our common stock to each NEO, computed in accordance with U.S. GAAP. See Note 2 to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 for a discussion of the relevant assumptions used in calculating these amounts. Our NEOs will only realize compensation to the extent the trading price of our common stock is greater than the exercise price of the shares of our common stock underlying the option awards. (3) Represents the tax liability paid by the Company on behalf of Mr. Pavlovski and Mr. Hughes ($51,691) as a result of their secondment in the United States, which such payments will be fully reimbursed by Mr. Pavlovski and Mr. Hughes, as applicable, once the applicable NEO receives a refund of such amounts from the Canada Revenue Agency following settlement of their personal income tax return in Canada. (4) Represents payments pursuant to our short-term incentive plan (“STIP”) for the respective years. In addition, the amounts for each of 2024 and 2023 include a cash bonus in the amount of $1,000 to Mr. Hughes for exceeding expectations in his role during the respective years. (5) Represents the amounts paid to Mr. Pavlovski and Mr. Hughes ($4,512) for foreign tax preparation, inclusive of a tax gross-up on the amounts paid.

  9. Outstanding Equity Awards as of December 31, 2024

    Outstanding Equity Awards as of December 31, 2024 The following table shows certain information regarding outstanding equity awards held by each of our NEOs as of December 31, 2024. All of the outstanding equity awards were granted under the 2022 Plan, unless otherwise indicated.

  10. Outstanding Equity Awards as of December 31, 2024

    | | Option Awards | | | | | Stock Awards | | | Name | Grant Date | Number of securities underlying unexercised options (#) exercisable | Number of securities underlying unexercised options (#) unexercisable | Option exercise price ($) | Option expiration date | Number of shares or units of stock that have not vested (#) | Market value of shares or units of stock that have not vested ($)(1) | | Chris Pavlovski | 9/1/2020(2) | 34,399,769(5)(6) | — | 0.03 | 9/1/2040 | — | — | | | 9/16/2022(3) | — | — | — | — | 366,667 | 4,770,338 | | | 11/16/2022(4) | — | — | — | — | 13,699 | 178,224 | | | 11/16/2022(4) | 46,136 | 46,136 | 10.60 | 11/16/2032 | — | — | | | 4/3/2023(4) | — | — | — | — | 49,761 | 647,391 | | | 4/3/2023(4) | 55,976 | 167,930 | 9.42 | 4/3/2033 | — | — | | | 4/3/2024(4) | — | — | — | — | 92,800 | 1,207,328 | | | 4/3/2024(4) | — | 449,646 | 6.68 | 4/3/2034 | — | — | | Tyler Hughes | 8/16/2021(2) | 466,853(5)(6) | — | 2.50 | 8/16/2041 | — | — | | | 11/16/2022(4) | — | — | — | — | 3,425 | 44,559 | | | 11/16/2022(4) | 11,534 | 11,534 | 10.60 | 11/16/2032 | — | — | | | 4/3/2023(4) | — | — | — | — | 19,383 | 252,173 | | | 4/3/2023(4) | 21,804 | 65,412 | 9.42 | 4/3/2033 | — | — | | | 4/3/2024(4) | — | — | — | — | 36,810 | 478,898 | | | 4/3/2024(4) | — | 178,360 | 6.68 | 4/3/2034 | — | — | | Michael Ellis(7) | 11/6/2021 | 198,633(5)(6) | — | 10.06 | 11/6/2031 | — | — | | | 11/16/2022(4) | — | — | — | — | 3,425 | 44,559 | | | 11/16/2022(4) | 11,534 | 11,534 | 10.60 | 11/16/2032 | — | — | | | 4/3/2023(4) | — | — | — | — | 19,905 | 258,964 | | | 4/3/2023(4) | 22,390 | 67,172 | 9.42 | 4/3/2033 | — | — | | | 4/3/2024(4) | — | — | — | — | 37,425 | 486,899 | | | 4/3/2024(4) | — | 181,336 | 6.68 | 4/3/2034 | — | — |

  11. Outstanding Equity Awards as of December 31, 2024

    ____________ (1) The market value of unvested shares is calculated by multiplying the number of unvested shares by the closing market price of our common stock on NASDAQ on December 31, 2024, the last trading day of the year, which was $13.01 per share. (2) The awards vested in full on September 1, 2020 with respect to Mr. Pavlovski’s award and September 16, 2022 with respect to Mr. Hughes’s award. (3) The award vests in three equal annual installments on the first anniversary of the grant date. (4) The awards vest in four equal annual installments beginning on the first anniversary of the grant date. (5) Issued pursuant to the Prior Plan. (6) The number of options was determined after applying the exchange ratio pursuant to the Business Combination Agreement, such that for each option that was outstanding prior to the effective date of the Business Combination Agreement, such option was converted into a new option to purchase (i) a number of Class A Common Stock of the Company equal to the product (rounded down to the nearest whole number) of (x) the number of shares originally underlying such option, and (y) 16.474 (the “Option Exchange Ratio” and the Class A Common Stock of the Company described in this clause (i), being the “Base Option Shares”), and (ii) and for each Base Option Share, a fraction of a Class A Common Stock of the Company equal to 0.4915 of a share (the shares described in this clause (ii), the “Tandem Option Earnout Shares”). The aggregate exercise price per Base Option Share, together with the related fraction of the Tandem Option Earnout Share, is equal to (A) the exercise price originally applicable to the option, divided by (B) the Option Exchange Ratio (rounded up to the nearest whole cent). (7) Mr. Ellis resigned as General Counsel and Corporate Secretary as of February 7, 2025.

  12. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION

  13. Non-Employee Director Compensation Policy

    Non-Employee Director Compensation Policy In August 2023, our Compensation Committee approved the terms of non-employee director compensation, pursuant to which our non-employee directors are eligible to receive (i) a cash retainer of $50,000, with the option to elect RSUs in satisfaction thereof, (ii) an equity retainer of RSUs with an aggregate grant date fair value of $200,000 (iii) in the case of directors appointed to the Board after the 2024 annual meeting of stockholders, an additional equity retainer of RSUs with a grant date fair value of $250,000 fully vesting on the date of the Annual Meeting, and (iv) an additional cash retainer, with the option to elect RSUs in satisfaction thereof, for the service on the following committees in the following roles: • Audit Committee chair: $20,000 • Audit Committee member (non-chair): $12,500 • Compensation Committee chair: $15,000 • Compensation Committee member (non-chair): $7,500 • Nominating and Corporate Governance Committee chair: $12,500 • Nominating and Corporate Governance Committee member (non-chair): $5,000

  14. Director Compensation Table

    Director Compensation Table The following table sets forth information regarding the compensation earned by or paid to non-employee directors during the fiscal year ended December 31, 2024.

  15. Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1)(2) | Total ($) | | Nancy Armstrong | 67,500(3) | 200,000 | 267,500 | | Paul Cappuccio | 77,500(3) | 200,000 | 277,500 | | Robert Arsov(4) | 70,000 | 200,000 | 270,000 | | Ryan Milnes | 50,000 | 200,000 | 250,000 | | Ethan Fallang | 75,000 | 200,000 | 275,000 | | David Sacks | 50,000 | 200,000 | 250,000 | | Jerry Naumoff(5) | 11,986 | 143,836 | 155,822 |

  16. Director Compensation Table

    ____________ (1) The amounts reported in this column do not reflect dollar amounts actually received by our non-employee directors. Instead, the amounts reported in this column represent the aggregate grant-date fair value of the RSUs granted to our non-employee directors during the fiscal year ended December 31, 2024, computed in accordance with U.S. GAAP. See Note 2 to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 for a discussion of the relevant assumptions used in calculating these amounts. As required by SEC rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions. (2) Awards fully vest on June 13, 2025. (3) Fees were paid on June 14, 2024 in the form of RSU awards, which fully vest on June 13, 2025. (4) Mr. Arsov resigned from the Board effective on April 3, 2025. In connection with his departure and in recognition of his significant contributions to the Company, the Compensation Committee determined to provide Mr. Arsov with an extension on the post-termination exercise period of his vested stock options. (5) Fees and RSU awards for Mr. Naumoff were prorated for the partial year of Board service. The following table sets forth the aggregate number of our shares of common stock subject to the RSU awards and the aggregate number of shares of our common stock underlying stock option awards held by each non-employee director as of December 31, 2024:

  17. Director Compensation Table

    | Name | RSUs | Number of Shares Underlying Stock Options | | Nancy Armstrong | 47,597 | — | | Paul Cappuccio | 49,377 | 93,616(1) | | Robert Arsov | 35,587 | — | | Ryan Milnes | 35,587 | — | | Ethan Fallang | 35,587 | — | | David Sacks | — | — | | Jerry Naumoff | 20,173 | — |

  18. Director Compensation Table

    (1) The number of shares underlying the stock option was determined after applying the exchange ratio pursuant to the Business Combination Agreement, such that for each option that was outstanding prior to the effective date of the Business Combination Agreement, such option was converted into a new option to purchase (i) Base Option Shares, and (ii) the Tandem Option Earnout Shares.