DEF 14A of BRC Inc.
Filed Apr 15, 2025 · FY20240001140361-25-013951
Proposal No. 1: Election of Class III Directors
Proposal No. 1: Election of Class III Directors We are asking you to vote for the election of Evan Hafer, Steven Taslitz and Glenn Welling as Class III directors, to serve for a three-year term expiring at our 2028 Annual Meeting. Our Board currently consists of nine members and is divided into three classes, each of which has a three-year term.
Proposal No. 1: Election of Class III Directors
Proposal No. 1: Election of Class III Directors You may vote “FOR,” “AGAINST”, or “ABSTAIN” with respect to the director nominees. The election of each Class III director requires a majority vote of the votes cast by the holders of the Class A and Class B Common Stock, voting as a single class, to be approved. Abstentions and broker non-votes shall not count as a vote cast.
Interests of Directors and Officers
Interests of Directors and Officers Director nominees, including current directors, standing for election at the Annual Meeting have a substantial interest in Proposal No. 1, which concerns the election of directors. Directors and executive officers have no substantial interest in Proposal No. 2, which relates to the ratification of our independent registered public accounting firm.
Nominees and Continuing Directors
Nominees and Continuing Directors Biographical information for Evan Hafer, Steven Taslitz, and Glenn Welling, the nominees for election as directors at the Annual Meeting, and each person whose term of office as a director will continue after the Annual Meeting is set forth below, including age, term of office, and business experience, including directorships with publicly traded companies during the past five years. In addition, for each person, we have included information regarding the business or other experience, qualifications, attributes, or skills that factored into the determination by the nominating and corporate governance committee and our Board that each such person should continue to serve as a director.
VOTE
VOTE Our Board Unanimously Recommends a Vote “FOR” the Class III Director Nominees Listed Below.
Class III Director Nominees for a Term Expiring in 2028
Class III Director Nominees for a Term Expiring in 2028
Class III Director Nominees for a Term Expiring in 2028
| Evan Hafer Age 48 Director Since October 2014 Committee Service: • Nominating and Corporate Governance Committee (Chair) | Evan Hafer founded the Company in 2014 and was Chief Executive Officer since its inception through the end of December 2023, when he transitioned to the position of Founder and Executive Chairman. He has served as a director since the Company was founded and previously served as Chairman of the Board from October 2014 to July 2022. Prior to founding the Company, Mr. Hafer had fifteen years of service in the U.S. military and worked as a contractor for the CIA. As a member of the military, he served as a Green Beret with the 19th Special Forces Group and was deployed overseas multiple times. Mr. Hafer attended the University of Idaho and has been roasting coffee since 2006. | | | MR. HAFER IS QUALIFIED TO SERVE ON OUR BOARD BASED ON HIS ROLE AND EXPERIENCE AS FOUNDER, AND PREVIOUSLY CHIEF EXECUTIVE OFFICER, OF THE COMPANY. |
Class III Director Nominees for a Term Expiring in 2028
| Steven Taslitz Independent Age 66 Director Since December 2017 Committee Service: • Audit Committee • Nominating and Corporate Governance Committee | Steven Taslitz is a director on our Board and currently serves as a member of the nominating and corporate governance committee and the audit committee. Mr. Taslitz is also currently on the board of directors of Datacubed Health, Stella, Fancy Sprinkles and Mellomanic. He co-founded Sterling Partners in 1983 and is Chairman of the firm. Sterling Partners has invested in and owned upwards of 100+ companies over time, many of which Mr. Taslitz has served on the Board of Directors and also on their audit committees. Mr. Taslitz has supported and served on a number of educational, non-profit boards, including the Illinois Board of Higher Education, the Glencoe Educational Foundation, and the Investment Committee of the Jewish United Fund. He received a BS in Accountancy with Honors from the University of Illinois. | | | MR. TASLITZ IS QUALIFIED TO SERVE ON OUR BOARD BASED ON HIS KNOWLEDGE OF OUR BUSINESS AND HIS EXTENSIVE EXPERIENCE AS A DIRECTOR OF A DIVERSE RANGE OF COMPANIES. |
Class III Director Nominees for a Term Expiring in 2028
| BRC Inc. | 14 | 2025 Proxy Statement |
Class III Director Nominees for a Term Expiring in 2028
| Glenn Welling Independent Age 54 Director Since February 2022 Committee Service: • Audit Committee • Compensation Committee | Glenn Welling is a director on our Board and currently serves as a member of the audit committee and the compensation committee. Mr. Welling is the founder and CIO of Engaged Capital, a constructive activist fund that invests in small and mid-cap public companies, a position that he has held since 2012. Previously, Mr. Welling was a Principal and Managing Director at Relational Investors, a $6B activist fund. He was responsible for managing the fund’s consumer, healthcare and utility investments. Prior to Relational, Mr. Welling spent seven years as a Managing Director at Credit Suisse and Head of the Investment Banking Department’s Advisory Business. Mr. Welling joined Credit Suisse when the firm acquired HOLT Value Associates, where he was a Partner and Managing Director. Prior to HOLT, Mr. Welling was the Managing Director of Valuad U.S., a financial software and advisory business. Prior to Valuad U.S., he worked at leading consulting firms including A.T. Kearney and Marakon Associates. From 2022 to 2023, Mr. Welling was a member of the Board of Directors of NCR Corporation, a NYSE listed software- and services-led enterprise technology provider for the financial, retail, and hospitality industries where he Chaired the Special Committee and served on the Compensation and Human Resources Committee and the Audit Committee. From 2017 to 2022, Mr. Welling was a member of the Board of Directors of The Hain Celestial Group, a NASDAQ listed leading marketer, manufacturer and seller of organic and natural better-for-you-products where he was the Chair of the compensation committee and member of the Strategy Committee. From 2015 to 2020 Mr. Welling was a member of the Board of Directors of TiVo Corporation, a NASDAQ listed provider of digital entertainment technology solutions where he was the Chair of the compensation committee and a member of the Strategy Committee and the Corporate Governance and Nominating Committee. From 2015 to 2018, Mr. Welling served on the Board of Medifast, Inc., a NYSE listed manufacturer of medically based, proprietary healthy living and meal replacement products where he was a member of the Audit, Compensation, and Mergers and Acquisitions Committees. From January 2015 to August 2018, Mr. Welling served on the Board of Jamba, Inc., a NASDAQ listed leading restaurant retailer of better-for-you food and beverage offerings where he was the Chair of the compensation committee and a member of the Finance Committee. Mr. Welling was recognized by The National Association of Corporate Directors (NACD) as one of the 100 most influential directors in corporate boardrooms in 2018. From 2017 to 2019 he also served on the Corporate Governance Advisory Council of the Council of Institutional Investors. Mr. Welling also taught executive education courses at the Wharton School of Business, his alma mater. He previously served as Chairman of the Board of Directors for the university’s tennis program and as a member of the Wharton Executive Education Board. | | | MR. WELLING IS WELL-QUALIFIED TO SERVE ON OUR BOARD DUE TO SIGNIFICANT EXPERIENCE IN THE AREAS OF INVESTMENTS, FINANCE AND CORPORATE GOVERNANCE. |
Class III Director Nominees for a Term Expiring in 2028
| BRC Inc. | 15 | 2025 Proxy Statement |
Continuing Directors - Class II Director with Term Expiring in 2027
Continuing Directors - Class II Director with Term Expiring in 2027
Continuing Directors - Class II Director with Term Expiring in 2027
| Clayton Hutmacher Independent Age 64 Director Since June 2024 Committee Service: • Compensation Committee • Nominating and Corporate Governance Committee | Clayton Hutmacher is a director on our Board and currently serves as a member of the compensation committee and nominating and corporate governance committee. Mr. Hutmacher has been the President and Chief Executive Officer of the Special Operations Warrior Foundation since September 2018. Mr. Hutmacher was a career United States Army Officer and retired in 2018 having served over 40 years in uniform. As an Army Special Operations Aviator, he commanded at every level during his three tours with the 160th Special Operations Aviation Regiment, where he served as the MH-60 Direct Action Penetrator platoon leader, company operations officer, executive officer and commander of 1st Battalion, Regimental Commander, and the Commanding General of the U.S Army Special Operation Command, Tampa, Florida. Mr. Hutmacher’s last active duty assignment was as the deputy Commanding General of the United States Army Special Operations Command at Fort Bragg, NC. Mr. Hutmacher has a Bachelor’s Degree in Aerospace Management from Embry Riddle Aeronautical University, a Master’s Degree in National Security and Strategic Studies from the United States Naval Command and Staff College, and a Master’s Degree in Strategic Studies from the United States Army War College. | | | MR. HUTMACHER IS QUALIFIED TO SERVE ON OUR BOARD DUE TO HIS EXTENSIVE LEADERSHIP AND STRATEGIC EXPERIENCE RELEVANT TO OUR PUBLIC BENEFIT MISSION. |
Continuing Directors - Class II Director with Term Expiring in 2027
| Stephen Kadenacy Age 56 Director Since April 2025 | Stephen Kadenacy is a director on our Board and has served as the Company’s Chief Financial Officer since September 2023. Mr. Kadenacy, who is the former Chief Financial Officer of AECOM, is a significant shareholder and has deep familiarity with BRCC’s operations and financial profile, having played an integral role in the business combination of BRCC and SilverBox, including serving as Chief Executive Officer of SilverBox Engaged Merger Corp until its merger with BRCC in February 2022. Mr. Kadenacy is a seasoned investment professional and former Fortune 200 operating executive with expertise in managing, building and growing global public organizations, most recently serving as Co-Managing Member of SilverBox Capital, an investment firm which he co-founded in 2017. With experience spanning over three decades, Mr. Kadenacy was also the CEO of Boxwood Merger Corp until its merger with Atlas Technical Consulting and then remained on the Board. Previously, Mr. Kadenacy held leadership roles at AECOM, a global engineering and technical services company, including serving as President, Chief Operating Officer, and Chief Financial Officer. Prior to his corporate career, Mr. Kadenacy was a Partner at KPMG in the Economic Consulting Practice and served as a member of the Board of Directors of ABM Industries, a provider of facility management services. Mr. Kadenacy also served on the Board of the YMCA of Greater Los Angeles and the Board of Trustees for UCLA’s Anderson School of Business. Mr. Kadenacy holds a bachelor’s degree in economics from UCLA and an MBA from USC. | | | MR. KADENACY IS QUALIFIED TO SERVE ON OUR BOARD DUE TO HIS EXTENSIVE KNOWLEDGE OF THE COMPANY AND FINANCIAL EXPERTISE. |
Continuing Directors - Class II Director with Term Expiring in 2027
| BRC Inc. | 16 | 2025 Proxy Statement |
Continuing Directors - Class II Director with Term Expiring in 2027
| Sean Moriarty Independent Age 54 Director Since April 2025 | Sean Moriarty is a director on our Board. Mr. Moriarty is the chief executive officer of Primer, an artificial intelligence company, where he also serves on the board of directors. He is currently the lead independent director at Eventbrite, a publicly traded company, where he has served on the board of directors since 2010. From August 2014 to April 2023, Mr. Moriarty served as the chief executive officer of Leaf Group, a wholly owned subsidiary of Graham Holdings, a publicly traded company. Prior to its acquisition by Graham Holdings in June 2021, Mr. Moriarty served on the board of directors of Leaf Group, a publicly traded company, from August 2014 to June 2021. Mr. Moriarty previously served as the chief executive officer of Saatchi Online, which operated Saatchi Art, an online art gallery, from August 2013 to August 2014, prior to its acquisition by Leaf Group. From 2009 to 2012, Mr. Moriarty was an entrepreneur in residence at Mayfield Fund, a venture capital firm. From 2007 to 2009, Mr. Moriarty was president and chief executive officer of Ticketmaster, a live entertainment ticketing and marketing company, and he held various other positions at Ticketmaster from 2000 to 2006, including executive vice president, technology and chief operating officer. Mr. Moriarty served on the Ticketmaster board of directors from 2008 to 2009. Mr. Moriarty attended graduate school at Boston University and the University of South Carolina and earned his undergraduate degree from the University of South Carolina. | | | MR. MORIARTY IS QUALIFIED TO SERVE ON OUR BOARD DUE TO HIS EXTENSIVE EXPERIENCE IN OPERATIONS, LEADERSHIP AND BRAND GROWTH. |
Continuing Directors - Class I Directors with Terms Expiring in 2026
Continuing Directors - Class I Directors with Terms Expiring in 2026
Continuing Directors - Class I Directors with Terms Expiring in 2026
| Kathryn Dickson Lead Independent Director Independent Age 60 Director Since August 2020 Committee Service: • Compensation Committee (Chair) • Nominating and Corporate Governance Committee | Kathryn Dickson is a director on our Board and currently serves as the Lead Independent Director of our Board, Chair of the compensation committee, and a member of the nominating and corporate governance committee. Ms. Dickson served as President of Manitoba Harvest, a global company that manufactures and markets plant-based-protein foods and beverages, from 2019 through 2020, and has since served in professional director roles as described below. Prior to Manitoba Harvest, Ms. Dickson served as Senior Vice President at Mattel, Inc., and President of its American Girl subsidiary from 2016 through 2018. Prior to American Girl, Ms. Dickson served as Chief Marketing Officer for News America Marketing Inc., a subsidiary of global media and information services company, News Corp, from 2015 to 2016. Ms. Dickson spent the majority of her career, more than 23 years, with General Mills, Inc. serving in marketing leadership and general management roles of increasing responsibility for some of the world’s best-known brands, concluding with her service as Vice President/Business Unit Director for the Betty Crocker, Pillsbury and Old El Paso global brands. Ms. Dickson served on the board of directors of Cooper Tire & Rubber Company from October 2018 until July 2021, and is currently on the board of Flexsteel Industries, Inc. where she has been an independent director since July 2021, and serves on their compensation committee and as Chairperson of their nominating and corporate governance committee. Ms. Dickson earned a Bachelor of Science degree from the United States Air Force Academy, and an MBA from the University of California, Los Angeles. She served as an officer in the U.S. Air Force, where she achieved the rank of Captain. | | | MS. DICKSON IS QUALIFIED TO SERVE ON OUR BOARD BASED ON HER EXTENSIVE EXPERTISE IN DRIVING GROWTH THROUGH OMNICHANNEL AND DIGITAL STRATEGIES, BRAND BUILDING, MARKETING AND PRODUCT INNOVATION. |
Continuing Directors - Class I Directors with Terms Expiring in 2026
| BRC Inc. | 17 | 2025 Proxy Statement |
Continuing Directors - Class I Directors with Terms Expiring in 2026
| Chris Mondzelewski Age 51 Director Since January 2024 | Chris Mondzelewski is the President and Chief Executive Officer of BRCC and is a director on our Board. Prior to his appointment as Chief Executive Officer, Mr. Mondzelewski served President of the Company from June 2023 and as the Company’s Chief Marketing Officer from May 2023 to January 2024. Mr. Mondzelewski came to Black Rifle with more than 20 years of consumer marketing, business and leadership experience. Prior to his time at BRCC, Mr. Mondzelewski was at Mars Inc. for thirteen years, and held multiple leadership positions of increasing responsibility across the company including Chief Growth Officer, Senior VP North America Customer Development, and VP of Marketing. Prior to that, Mr. Mondzelewski spent 12 years at Kraft Foods where he led businesses in North America and China. Before his business career, Mr. Mondzelewski was a Marine for five years, deploying in support of Operation Desert Freedom. Mr. Mondzelewski has a strong personal connection to the military and first-responder community. Mr. Mondzelewski has a bachelor’s degree in chemical engineering from Vanderbilt University and an MBA in economics and marketing from the Kellogg School of Management at Northwestern University. | | | MR. MONDZELEWSKI IS QUALIFIED TO SERVE ON OUR BOARD BASED ON HIS YEARS OF EXPERIENCE IN THE CONSUMER PACKAGED GOODS INDUSTRY, HIS EXECUTIVE LEADERSHIP EXPERIENCE, AND HIS ROLE AS CHIEF EXECUTIVE OFFICER OF THE COMPANY. |
Continuing Directors - Class I Directors with Terms Expiring in 2026
| Lawrence Molloy Independent Age 63 Director Since June 2024 Committee Service • Audit Committee (Chair) • Compensation Committee | Lawrence “Chip” Molloy is a director on our Board and currently serves as the Chair of the audit committee and a member of the compensation committee. Mr. Molloy brings finance, private equity and board experience to the Company. He was Chief Financial Officer of Sprouts Farmers Market, Inc. from September 2021 to December 2023. He also served as a director and chair of the audit and compensation committees of Sprouts’ board from 2012 to 2021 and Interim Chief Financial Officer of Sprouts from June 2019 to February 2020. Previously, Mr. Molloy served as a director and Chair of Torrid Inc.’s audit committee from 2018 to 2021 and Interim Chief Executive Officer of Torrid from January 2018 to August 2018. His previous roles include serving as Senior Advisor to Roark Capital Group, a private equity firm focused predominantly on the restaurant and retail sectors, as well as holding Chief Financial Officer roles at Under Armour Inc. and Petsmart, Inc. Mr. Molloy currently sits on the board of Pet Valu Holdings Ltd., where he has been a director since May 2023 and serves as the Chair of the audit committee and a member of the governance and nominating committee. Mr. Molloy also sits on the board of Sally Beauty Holdings, Inc., where he has been a director since July 2022 and serves as the Chair of the audit committee and serves as a member of the executive committee. Prior to his business career, Mr. Molloy served as a U.S. Navy fighter pilot for 10 years, later retiring from the Naval Reserve with the rank of Commander. Mr. Molloy holds an MBA from the University of Virginia and a Bachelor of Science in Computer Science from the U.S. Naval Academy. | | | MR. MOLLOY IS QUALIFIED TO SERVE ON OUR BOARD DUE TO HIS EXTENSIVE EXECUTIVE AND FINANCE EXPERIENCE. |
Continuing Directors - Class I Directors with Terms Expiring in 2026
| BRC Inc. | 18 | 2025 Proxy Statement |
Continuing Directors - Class I Directors with Terms Expiring in 2026
Corporate Governance and our Board of Directors
Compensation Committee
| • | reviewing and recommending the compensation of our directors; |
Non-Employee Director Compensation Program
Non-Employee Director Compensation Program We pay only non-employee directors for their services as directors. Directors who are also officers or employees of the Company, including our Executive Chairman, are not eligible to receive any of the compensation described below. Both equity and cash compensation paid to our directors during 2024 were determined using benchmark data from our peer companies provided by our compensation committee’s independent compensation consultant, Pearl Meyer. For 2024, our directors were eligible for the following compensation:
Non-Employee Director Compensation Program
| • | an annual cash retainer of $50,000; |
Non-Employee Director Compensation Program
| • | an additional annual cash retainer of $10,000, $6,000 and $5,000 for service as members of our audit committee, compensation committee and nominating and corporate governance committee, respectively; |
Non-Employee Director Compensation Program
| • | an additional annual cash retainer of $20,000, $10,000 and $9,000 for service as chair of our audit committee, compensation committee and nominating and corporate governance committee, respectively; |
Non-Employee Director Compensation Program
| • | an initial grant of restricted stock units (“RSUs”) having a grant date fair value of $150,000 on the date of each such director’s appointment to our Board of Directors, vesting in full on the third anniversary of the date of grant; and |
Non-Employee Director Compensation Program
| • | an annual grant of RSUs having a grant date fair value of $125,000, vesting in full on the first anniversary of the date of grant. |
Non-Employee Director Compensation Program
Our directors may elect to receive all or a portion of their annual cash compensation in the form of RSUs. In 2024, each of our directors, other than Mr. Molloy, voluntarily elected to receive an equivalent RSU grant in lieu of their cash compensation. Our annual grants to directors are made on the date of our annual meeting of stockholders. We reimburse all directors for their reasonable out-of-pocket costs and expenses incurred in attending board meetings.
Director Compensation Table
Director Compensation Table The following table sets forth information regarding compensation earned by or paid to our directors for the fiscal year ended December 31, 2024. Mr. Kadenacy, our Chief Financial Officer, and Mr. Moriarty, joined the Board on April 11, 2025 and thus did not receive compensation in 2024 for their service as directors.
Director Compensation Table
| BRC Inc. | 26 | 2025 Proxy Statement |
Director Compensation Table
Mr. Mondzelewski, our Chief Executive Officer, is also a member of the Board, but did not receive any additional compensation for his service as a director in 2024. The compensation of Mr. Mondzelewski as a named executive officer is set forth below under “Executive Compensation—2024 Summary Compensation Table.”
Director Compensation Table
| Name | Fees earned or paid in cash(1) ($) | Stock Awards(2) ($) | Total ($) | | Evan Hafer(3) | — | — | — | | Kathryn Dickson | 85,000 | 125,000 | 210,000 | | Clayton Hutmacher | 61,000 | 275,000 | 336,000 | | Steven Taslitz | 65,000 | 125,000 | 190,000 | | Lawrence Molloy | 76,000 | 275,000 | 351,000 | | Glenn Welling | 76,000 | 125,000 | 201,000 | | Thomas Davin(4) | 50,000 | 125,000 | 175,000 | | George Munoz(5) | — | — | — |
Director Compensation Table
| 1. | All directors other than Mr. Molloy took their cash payments in the form of RSU grants. The assumptions made in calculating the grant date fair value of these awards are set forth in Note 14. Equity-Based Compensation, to the consolidated financial statements in our 2024 Annual Report. |
Director Compensation Table
| 2. | Consists of grants of RSUs. The assumptions made in calculating the grant date fair value of these awards are set forth in Note 14. Equity-Based Compensation, to the consolidated financial statements in our 2024 Annual Report. |
Director Compensation Table
| 3. | Mr. Hafer is an executive officer who did not receive any additional compensation for his services provided as a director. |
Director Compensation Table
| 4. | The amounts reflected herein for Mr. Davin include a total of 46,917 RSUs. Of this amount, 3,351 RSUs vested on August 1, 2024 with the remaining amounts forfeited in connection with Mr. Davin’s resignation from the Board on September 13, 2024. |
Director Compensation Table
| 5. | George Munoz did not stand for re-election at the 2024 Annual Meeting of Stockholders. |
Outstanding Equity Awards for Directors at Fiscal Year-End
Outstanding Equity Awards for Directors at Fiscal Year-End The following table provides information regarding equity awards held by our non-employee directors that were outstanding as of December 31, 2024:
Outstanding Equity Awards for Directors at Fiscal Year-End
| Name | Stock Awards Outstanding (#) | Option Awards Outstanding (#) | | Kathryn Dickson(1) | 57,925 | — | | Clayton Hutmacher | 50,748 | — | | Steven Taslitz(2) | 55,245 | — | | Lawrence Molloy | 45,681 | — | | Glenn Welling | 48,700 | — | | Sean Moriarty | — | — |
Outstanding Equity Awards for Directors at Fiscal Year-End
| 1. | The number of Stock Awards Outstanding include (i) 49,906 shares of Class A Common Stock issuable upon settlement of unvested RSUs, and (ii) 8,019 Class A Common Stock for which 57 Incentive Units held by Ms. Dickson would have been converted as of December 31, 2024. |
Outstanding Equity Awards for Directors at Fiscal Year-End
| 2. | The number of Stock Awards Outstanding include (i) 47,226 shares of Class A Common Stock issuable upon settlement of unvested RSUs, and (ii) 8,019 shares of Class A Common Stock for which 57 Incentive Units held by Mr. Taslitz would have been converted as of December 31, 2024. |
Outstanding Equity Awards for Directors at Fiscal Year-End
| BRC Inc. | 27 | 2025 Proxy Statement |
Outstanding Equity Awards for Directors at Fiscal Year-End
Proposal No. 2: Ratification of Appointment of Independent Registered Public Accounting Firm The audit committee of the Board has appointed Ernst & Young LLP (“EY”) as our independent registered public accounting firm to audit our financial statements for the fiscal year ending December 31, 2025 (“fiscal 2025”) and is asking stockholders to ratify this appointment at the Annual Meeting. EY has audited our financial statements annually since 2020. A representative of EY is expected to attend this year’s Annual Meeting, will have the opportunity to make a statement, if desired, and will be available to respond to appropriate questions. In making its recommendation to the Board to select EY as our independent registered public accounting firm for fiscal 2025, the audit committee determined that retention of EY is in the best interests of us and our stockholders. Information regarding fees billed by EY for our 2023 and 2024 fiscal years is set forth under “Independent Registered Public Accounting Firm Fees” below. Our Bylaws do not require that stockholders ratify the appointment of our independent registered public accounting firm. However, we are seeking ratification because we believe it is a matter of good corporate governance. In the event that stockholders fail to ratify the appointment, the audit committee will reconsider whether to retain EY, but may ultimately determine to retain EY as our independent registered public accounting firm. Even if the appointment is ratified, the audit committee, in its sole discretion, may direct the appointment of a different independent registered public accounting firm at any time during the year if it determines that it is advisable to do so.
Audit Committee Report
Evan Hafer founded the Company in 2014 and was Chief Executive Officer from its inception until Mr. Mondzelewski’s appointment on January 1, 2024. He has served as a director since the Company was founded and served as Chairman of the Board from our inception to July 2022, and resumed such role as Executive Chairman on January 1, 2024. Prior to founding the Company, Mr. Hafer had fifteen years of service in the U.S. military and worked as a contractor for the CIA. As a member of the military, he served as a Green Beret with the 19th Special Forces Group and was deployed overseas multiple times. Mr. Hafer attended the University of Idaho and has been roasting coffee since 2006. Mat Best co-founded the Company with Mr. Hafer and has served as the Company’s Chief Branding Officer since the Company’s inception. Prior to co-founding the Company, he founded Article 15 Clothing, and created multiple brands, such as Leadslingers Spirits and the Drinkin’ Bros Podcast. When serving in the U.S. military, Mr. Best deployed five times to Iraq and Afghanistan, serving under the 2nd Ranger Battalion, 75th Ranger Regiment. After his military service, he did contract work for the CIA for five years. Mr. Best holds a B.L.A. from Ashford University. Chris Mondzelewski is the President and Chief Executive Officer of BRCC and has served as a director of the Company since January 2024. Prior to his appointment as Chief Executive Officer, Mr. Mondzelewski served President of the Company from June 2023 and as the Company’s Chief Marketing Officer from May 2023 to January 2024. Mr. Mondzelewski came to Black Rifle with more than 20 years of consumer marketing, business and leadership experience. Prior to his time at BRCC, Mr. Mondzelewski was at Mars Inc. for thirteen years, and held multiple leadership positions of increasing responsibility across the company including Chief Growth Officer, Senior VP North America Customer Development, and VP of Marketing. Prior to that, Mr. Mondzelewski spent 12 years at Kraft Foods where he led businesses in North America and China. Before his business career, Mr. Mondzelewski was a Marine for five years, deploying in support of Operation Desert Freedom. Mr. Mondzelewski has a strong personal connection to the military and first-responder community. Mr. Mondzelewski has a bachelor’s degree in chemical engineering from Vanderbilt University and an MBA in economics and marketing from the Kellogg School of Management at Northwestern University.
What We Do
| • | Independent Compensation Advisor Reports Directly to the Compensation Committee. The compensation committee engages its own compensation consultant to assist with making compensation decisions. |
What We Do
| • | Annual Market Review of Executive Compensation. The compensation committee and its compensation consultant annually assess competitiveness and market alignment of our compensation plans and practices. |
What We Do
| • | Multi-Year Vesting Requirements. The equity awards granted to our NEOs vest over multi-year periods, consistent with current market practice and our retention objectives. |
What We Do
| • | Minimize Inappropriate Risk Taking. Our compensation program is weighted toward long-term incentive compensation to discourage short-term risk taking. |
What We Do
| • | Competitive Peer Group. Our compensation committee selects our peers from companies that are similar to us with respect to market capitalization, business strategy, and revenue. |
Role of the Compensation Consultant
Role of the Compensation Consultant The compensation committee has engaged Pearl Meyer as its independent compensation consultant. Pearl Meyer provides input, analysis, and advice about the Company’s executive compensation philosophy, peer group, pay positioning (by pay component and in total) relative to peer companies, compensation design, equity usage, and risk associated with the current compensation programs.
Benchmarking Compensation
Benchmarking Compensation The compensation committee believes that it is important when making its compensation-related decisions to be informed as to the current practices of similarly situated companies. Historically, for purposes of setting compensation levels, the compensation committee reviewed broad-based third-party surveys and other information collected from public and private sources regarding the compensation for executive officers of comparably sized companies. However, ensuring that our compensation peer group is aligned with our business objectives and stockholder expectations is a priority. In February 2024, our independent compensation consultant conducted a comprehensive analysis to develop a formal compensation peer group that is aligned with our valuation and growth trajectory. The analysis looked at companies operating in the packaged food and meats sector as well as other adjacent industries with a comparable market capitalization (targeting companies with a market value of between 0.3x and 3.0x of our market value) and revenue (targeting companies with revenues between 0.5x and 4.0x our estimated revenue). Our compensation committee also qualitatively evaluated each prospective peer group company based on business focus and corporate strategy to identify companies in a similar space. The compensation peer group companies selected by our compensation committee for 2024 executive compensation purposes are listed below. Our total compensation philosophy is to target the 50th percentile of our designated proxy peer group to ensure competitiveness while maintaining alignment with shareholder interests and market standards.
Benchmarking Compensation
| Yeti Holdings, Inc. | Sovos Brands, Inc. | Bark, Inc. | | Krispy Kreme, Inc. | Westrock Coffee Company | The Vita Coco Company, Inc. | | Celsius Holdings, Inc. | Freshpet, Inc. | Vital Farms, Inc. | | Dutch Bros Inc. | Portillo’s Inc. | The Duckhorm Portfolio, Inc | | Beyond Meat, Inc. | The Honest Company, Inc. | Zevia PBC |
Benchmarking Compensation
While market data serves as an important reference point, the compensation committee does not intend to determine compensation levels solely based on external benchmarks. The compensation committee will also consider a range of other factors, including company performance relative to stakeholder priorities, the executive's individual impact on our strategy and mission, demonstrated leadership, internal equity, and the scope and complexity of each executive’s role. This approach is intended to support a compensation philosophy that remains competitive, performance-based, and aligned with the company’s long-term goals.
Benchmarking Compensation
| BRC Inc. | 34 | 2025 Proxy Statement |
2024 Summary Compensation Table
2024 Summary Compensation Table The following table sets forth information concerning the compensation of our NEOs for the years ended December 31, 2024 and 2023:
2024 Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Option Awards ($)(2) | All Other Compensation ($) | Total ($) | | Chris Mondzelewski(3) President and Chief Executive Officer | 2024 | 598,077 | 243,500 | 625,000 | 1,875,000 | 34 | 3,341,611 | | | 2023 | 285,963 | — | 925,000 | 1,875,000 | 7,271 | 3,093,234 | | Christopher Clark(4) Chief Technology and Operations Officer | 2024 | 400,000 | 162,300 | 225,000 | 675,000 | 34 | 1,462,334 | | Andrew McCormick(5) General Counsel and Corporate Secretary | 2024 | 350,000 | 142,000 | 100,000 | 300,000 | 11,582 | 903,582 |
2024 Summary Compensation Table
| 1. | Amounts shown include the grant date fair values of RSU awards granted in the year indicated. The assumptions made in calculating the grant date fair value of these awards are set forth in Note 14. Equity-Based Compensation, to the consolidated financial statements in our 2024 Annual Report. |
2024 Summary Compensation Table
| 2. | Stock options granted to employees under the 2022 Plan (as defined below) vest ratably over three years and expire after seven years. The assumptions made in calculating the grant date fair value of the stock options are set forth in Note 14. Equity-Based Compensation, to the consolidated financial statements in our Annual Report. |
2024 Summary Compensation Table
| 3. | Mr. Mondzelewski commenced employment with the Company in May of 2023 and was appointed to the position of Chief Executive Officer effective January 1, 2024. Amounts listed in the “All Other Compensation” column include insurance premiums paid by employer for life insurance. |
2024 Summary Compensation Table
| 4. | Amounts listed in the “All Other Compensation” column include insurance premiums paid by employer for life insurance. |
2024 Summary Compensation Table
| 5. | Amounts listed in the “All Other Compensation” column include insurance premiums paid for life insurance and employer’s portion of 401(k) plan funding. |
Outstanding Equity Awards at Fiscal Year-End
Outstanding Equity Awards at Fiscal Year-End The following table provides information regarding equity awards held by our NEOs that were outstanding as of December 31, 2024:
Outstanding Equity Awards at Fiscal Year-End
| | | Option Awards(1) | | | | Stock Awards(2) | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested(3) (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units, or Other Rights That Have Not Vested ($) | | Chris Mondzelewski President and Chief Executive Officer | 5/5/2023 | 50,876 | 101,752 | 5.38 | 5/4/2030 | 55,762 | 176,766 | — | — | | | 8/15/2023 | 191,076 | 382,154 | 4.45 | 8/14/2030 | 71,162 | 225,584 | — | — | | | 2/23/2024 | — | 860,664 | 3.91 | 2/22/2031 | 159,847 | 506,715 | — | — | | Christopher Clark Chief Technology and Operations Officer | 5/16/2022 | — | — | — | — | 30,441 | 96,498 | — | — | | | 5/22/2022 | 64,386 | 32,193 | 9.74 | 5/21/2029 | — | — | — | — | | | 4/21/2023 | 57,523 | 115,047 | 5.05 | 4/20/2030 | 21,122 | 66,957 | — | — | | | 8/15/2023 | 26,147 | 52,295 | 4.45 | 8/14/2030 | 9,738 | 30,869 | — | — | | | 2/23/2024 | — | 309,839 | 3.91 | 2/22/2031 | 57,545 | 182,418 | — | — | | Andrew McCormick General Counsel and Corporate Secretary | 9/13/2021 | — | — | — | — | — | — | 53,445 | 169,421 | | | 4/21/2023 | 35,952 | 71,904 | 5.05 | 4/20/2030 | 13,202 | 41,850 | — | — | | | 9/19/2023 | — | — | — | — | 54,902 | 174,039 | — | — | | | 2/23/2024 | — | 137,706 | 3.91 | 2/22/2031 | 25,575 | 81,073 | — | — |
Outstanding Equity Awards at Fiscal Year-End
| 1. | Stock options granted vest ratably over three years on an annual basis and expire after seven years. |
Outstanding Equity Awards at Fiscal Year-End
| 2. | Stock awards include RSUs and Incentive Unit awards. RSU awards vest annually over three years. The unvested Incentive Units held by our NEOs generally vest over a four-year period — 25% on the first anniversary of the date of grant and then in equal installments at the end of each subsequent quarter over the next three years, in each case, subject to continued employment through such date. The value for each award was calculated by multiplying the number of shares of common stock underlying the unvested portion of the award by $3.17, the closing price for our Class A Common Stock on the NYSE on the last trading day of 2024. |
Outstanding Equity Awards at Fiscal Year-End
| 3. | Represents the number of shares of Class A Common Stock for which 375 unvested Incentive Units held by Mr. McCormick would have been converted as of December 31, 2024. |
Outstanding Equity Awards at Fiscal Year-End
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