Item 1B. Unresolved Staff Comments
Item 1B. Unresolved Staff Comments
Not Applicable.
Item 1C. C ybersecurity
Cybersecurity Risk Management and Strategy
We have developed and implemented a cybersecurity risk management program intended to protect the confidentiality, integrity, and availability of our critical systems and information. We use the National Institute of Standards and Technology (NIST) Risk Managemen t Framework (RMF) to guide our security program in support of maintaining compliance with requirements such as the Sarbanes-Oxley Act, the Payment Card Industry Data Security Standard, and the Gramm-Leach-Bliley Act. While we do not claim full compliance with all elements of the standards, this comprehensive framework helps us consistently identify, assess, and manage cybersecurity risks appropriate to our business.
Our cybersecurity risk management program is integrated into our overall enterprise risk management program, and shares common methodologies, reporting channels and governance processes that apply across the enterprise risk management program to other legal, compliance, strategic, operational, and financial risk areas. Key features of our cybersecurity risk management program include, but are not limited to, the following:
• risk assessments designed to help identify material cybersecurity risks to our critical systems and, information;
• an information security program, led by our Senior Director of Information Security, principally responsible for managing (1) our cybersecurity risk assessment processes, (2) our security controls, and (3) our response to cybersecurity incidents;
• the use of external service providers, where appropriate, to assess, test or otherwise assist with aspects of our security processes;
• cybersecurity awareness training of our employees;
• a cybersecurity incident response plan that includes procedures for responding to cybersecurity incidents;
• annual tabletop exercises for incident response involving relevant members from the Company’s executive management, information security, legal and other teams to test and improve our response plans; and
• a third-party risk management process for service providers, suppliers, and vendors based on their criticality and risk profile.
We have not identified risks from known cybersecurity threats, including as a result of any prior cybersecurity incidents, that have materially affected or are reasonably likely to materially affect us, including our operations, business strategy, results of operations, or financial condition. We face certain ongoing risks from cybersecurity threats that, if realized, are reasonably likely to materially affect us, including our operations, business strategy, results of operations, or financial condition. See “Risk Factors—Risks Related to Cybersecurity and Privacy— If we or our third-party providers sustain cyber-attacks or other privacy or data security incidents that result in security breaches, we could suffer a loss of sales and increased costs, exposure to significant liability, reputational harm and other negative consequences . "
Cybersecurity Governance
Our Board considers cybersecurity risk as part of its risk oversight function and has delegated to the Audit Committee (the "Committee") oversight of cybersecurity and other information technology risks. The Committee oversees
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management’s implementation of our cybersecurity risk management program. Our cybersecurity risk management program is integrated into our overall enterprise risk management program, and shares common methodologies, reporting channels and governance processes that apply across the enterprise risk management program to other legal, compliance, strategic, operational, and financial risk areas.
Vroom’s Senior Director of Information Security reports to the Committee on a quarterly basis on our cybersecurity risks. In addition, the Senior Director of Information Security updates the Committee, as necessary, regarding any material cybersecurity incidents, as well as any incidents with lesser impact potential.
The Committee periodically reports to the full Board regarding its activities, including those related to cybersecurity. Committee members receive presentations on cybersecurity topics from our Senior Director of Information Security, internal security staff or external experts as part of the Committee’s continuing education on topics that impact public companies.
Our Chief Technology Officer has primary responsibility for our overall cybersecurity risk management program and supervises both our internal information security program and personnel, as well as certain of our retained external cybersecurity consultants. She has over twenty-five years of experience in the technology industry. Our Senior Director of Information Security is the head of the Company’s cybersecurity team and reports directly to the SVP of Engineering. The Senior Director of Information Security, who maintains CISSP and CCISO certifications, has 25 years of experience in the technology industry with 15 years of experience in cybersecurity.
Our executive management team, including Vroom’s Chief Executive Officer, Chief Financial Officer, Chief Legal Officer, VP of Human Resources, and Chief Technology Officer, stays informed and monitors efforts to prevent, detect, mitigate, and remediate cybersecurity risks and incidents through various means, which may include briefings from internal information security personnel; threat intelligence and other information obtained from governmental, public or private sources, including external consultants engaged by us; and alerts and reports produced by security tools deployed in the IT environment.