DEF 14A of BRC Inc.
Filed Apr 10, 2026 · FY20250001140361-26-014266
Proposal No. 1: Election of Class I Directors
Proposal No. 1: Election of Class I Directors We are asking you to vote for the election of Kathryn Dickson, Chris Mondzelewski and Lawrence “Chip” Molloy as Class I directors, to serve for a three-year term expiring at our 2029 Annual Meeting. Our Board currently consists of ten members and is divided into three classes, each of which has a three-year term.
Proposal No. 1: Election of Class I Directors
Proposal No. 1: Election of Class I Directors You may vote “FOR,” “AGAINST”, or “ABSTAIN” with respect to the director nominees. The election of each Class I 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 and will have no effect on the outcome of the vote.
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 Nos. 2 and 4, which relate to (A) the ratification of our independent registered public accounting firm, and (B) the approval of the Board adjourning the meeting if necessary to solicit additional proxies if there are insufficient votes to approve the Reverse Stock Split. Certain of our officers and directors have an interest in Proposal No. 3, which relates to the Reverse Stock Split as a result of their ownership of shares of the Common Stock, as set forth in the section entitled “Beneficial Ownership of our Common Stock” below. However, we do not believe that our officers or directors have interests in Proposal No. 3 that are different from or greater than those of any other of our stockholders.
Nominees and Continuing Directors
Nominees and Continuing Directors Biographical information for Kathryn Dickson, Chris Mondzelewski and Lawrence “Chip” Molloy, 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 I Director Nominees Listed Below.
Class I Director Nominees for a Term Expiring in 2029
Class I Director Nominees for a Term Expiring in 2029
Class I Director Nominees for a Term Expiring in 2029
| Kathryn Dickson Independent Age 61 Director Since August 2020 Committee Service: • Compensation Committee • Nominating and Corporate Governance Committee | Kathryn Dickson is a director on our Board and currently serves as a member of the compensation committee and 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 BARR, a non-profit where she has been an independent director since 2025, Compana Pet Brands, where she has been a director since 2022, and serves on their compensation committee, 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. |
Class I Director Nominees for a Term Expiring in 2029
| BRC Inc. | 16 | 2026 Proxy Statement |
Class I Director Nominees for a Term Expiring in 2029
| Chris Mondzelewski Age 51 Director Since January 2024 | Chris Mondzelewski is the President and Chief Executive Officer of BRCC and has served as a director on our Board 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 28 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. |
Class I Director Nominees for a Term Expiring in 2029
| Lawrence Molloy Independent Age 64 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. Mr. Molloy also sits on the board of Grocery Outlet Holding Corp., where he has been a director since June 2025 and serves as a member of the audit and risk 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. |
Class I Director Nominees for a Term Expiring in 2029
| BRC Inc. | 17 | 2026 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 Lead Independent Director 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 the Lead Independent Director and 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 served as the Company’s Chief Financial Officer from September 2023 to July 2025. 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. He has also been serving as the Chairman of Centerline Logistics Corp, a leading marine oil transportation services firm and ship assist company, since July 2019. 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. | 18 | 2026 Proxy Statement |
Continuing Directors - Class II Director with Term Expiring in 2027
| Sean Moriarty Independent Age 54 Director Since April 2025 Committee Service: • Nominating and Corporate Governance Committee (Chair) • Audit Committee | Sean Moriarty is a director on our Board and serves as the Chair of the nominating and corporate governance committee and as a member of the audit committee. 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 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 II Director with Term Expiring in 2027
| BRC Inc. | 19 | 2026 Proxy Statement |
Continuing Directors - Class III Directors with Terms Expiring in 2029
Continuing Directors - Class III Directors with Terms Expiring in 2029
Continuing Directors - Class III Directors with Terms Expiring in 2029
| Evan Hafer Age 49 Director Since October 2014 Committee Service: • Nominating and Corporate Governance Committee | 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. |
Continuing Directors - Class III Directors with Terms Expiring in 2029
| Steven Taslitz Independent Age 67 Director Since December 2017 Committee Service: • Nominating and Corporate Governance Committee • Compensation Committee | Steven Taslitz is a director on our Board and currently serves as a member of the nominating and corporate governance committee and the compensation committee. Mr. Taslitz is also currently on the board of directors of Datacubed Health, Stella, Fancy Sprinkles and Stationhead. 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. |
Continuing Directors - Class III Directors with Terms Expiring in 2029
| BRC Inc. | 20 | 2026 Proxy Statement |
Continuing Directors - Class III Directors with Terms Expiring in 2029
| Glenn Welling Independent Age 55 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 where he was responsible for managing the fund’s consumer, healthcare and utility investments. Prior to Relational, Mr. Welling spent 7 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. |
Continuing Directors - Class III Directors with Terms Expiring in 2029
| BRC Inc. | 21 | 2026 Proxy Statement |
Continuing Directors - Class III Directors with Terms Expiring in 2029
| Melvin Landis Independent Age 60 Director Since September 2025 Committee Service • Audit Committee • Compensation Committee (Chair) | Melvin (Mel) Landis is a director on our Board and currently serves as the Chair of the compensation committee and as a member of the audit committee. Mr. Landis currently serves as President of OLIPOP, Inc., where he has had operating responsibilities since November 2024. From 2022 to 2024, he was President of MFL Consulting, LLC, and from 2019 to 2022, Mr. Landis served as Chief Customer Officer of BodyArmor Sports Nutrition LLC. Prior to BodyArmor, Mr. Landis spent more than a decade at The Coca-Cola Company in senior leadership roles, including President of the Minute Maid Business Unit for Coca-Cola North America, Senior Vice President of Business Transformation, and Chief Retail Officer at Coca-Cola Refreshments. He also served as Chief Marketing and Customer Officer at Coca-Cola Bottling Company Consolidated from 2004 to 2010. Earlier in his career, Mr. Landis held sales and retail management roles with The Clorox Company and Kraft General Foods. He holds a Bachelor of Science in Business Administration from the University of North Carolina at Chapel Hill. | | | MR. LANDIS IS QUALIFIED TO SERVE ON OUR BOARD DUE TO HIS EXTENSIVE EXPERIENCE IN OPERATIONS AND BRAND GROWTH AND HIS KNOWLEDGE OF THE FOOD AND BEVERAGE INDUSTRY. |
Continuing Directors - Class III Directors with Terms Expiring in 2029
| BRC Inc. | 22 | 2026 Proxy Statement |
Continuing Directors - Class III Directors with Terms Expiring in 2029
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 2025 were determined using benchmark data from our peer companies provided by our compensation committee’s independent compensation consultant, Pearl Meyer. For 2025, 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 $125,000, vesting in full on the first anniversary of the date of grant. |
Non-Employee Director Compensation Program
Our directors may elect to receive all or a portion of their annual cash compensation in the form of RSUs. In 2025, each of our directors, other than Mr. Molloy and Mr. Hutmacher, voluntarily elected to receive an equivalent RSU grant in lieu of their cash compensation. Our annual grants to directors are made on the date of our annual meeting of stockholders. We reimburse all directors for their reasonable out-of-pocket costs and expenses incurred in attending board meetings.
Director Compensation Table
Director Compensation Table The following table sets forth information regarding compensation earned by or paid to our directors for the fiscal year ended December 31, 2025.
Director Compensation Table
| BRC Inc. | 30 | 2026 Proxy Statement |
Director Compensation Table
Mr. Mondzelewski, our Chief Executive Officer, is also a member of the Board, but did not receive any additional compensation for his service as a director in 2025. Mr. Kadenacy served as our Chief Financial Officer until July 7, 2025, and he received additional compensation for his service as Chief Financial Officer in 2025. The compensation of Mr. Mondzelewski as a named executive officer is set forth below under “Executive Compensation—2025 Summary Compensation Table.”
Director Compensation Table
| Name | Fees earned or paid in cash(1) ($) | Stock Awards(2) ($) | Total ($) | | Evan Hafer(3) | — | — | — | | Kathryn Dickson | 85,000 | 125,000 | 210,000 | | Clayton Hutmacher | 61,000 | 125,000 | 186,000 | | Steven Taslitz | 65,000 | 125,000 | 190,000 | | Lawrence Molloy | 86,000 | 125,000 | 211,000 | | Glenn Welling | 66,000 | 125,000 | 191,000 | | Stephen Kadenacy(4) | 50,000 | 125,000 | 175,000 | | Sean Moriarty | 50,000 | 291,439 | 341,439 | | Melvin Landis | 12,500 | 237,329 | 249,829 |
Director Compensation Table
| 1. | All directors other than Mr. Landis, Mr. Molloy and Mr. Hutmacher 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 11. Equity-Based Compensation, to the consolidated financial statements in our 2025 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 2025 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. Mr. Hafer received an award of $750,000 in stock options on December 31, 2025 for his role of Founder and Executive Chairman, 30% of which vests on March 31, 2026 and 70% of which vests on the first anniversary of the grant date, subject to Mr. Hafer’s continuous service to the Company on and through the applicable vesting date. |
Director Compensation Table
| 4. | Mr. Kadenacy served as an executive officer until July 7, 2025 and received additional compensation for his services provided as an executive officer. |
Director Compensation Table
| BRC Inc. | 31 | 2026 Proxy Statement |
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, 2025:
Outstanding Equity Awards for Directors at Fiscal Year-End
| Name | Stock Awards Outstanding (#) | Option Awards Outstanding (#) | | Kathryn Dickson | 117,133 | — | | Clayton Hutmacher | 104,025 | — | | Steven Taslitz | 110,141 | — | | Lawrence Molloy | 104,024 | — | | Glenn Welling | 110,491 | — | | Stephen Kadenacy | 177,748 | 1,004,982 | | Sean Moriarty | 176,454 | — | | Melvin Landis | 149,264 | — |
Outstanding Equity Awards for Directors at Fiscal Year-End
| BRC Inc. | 32 | 2026 Proxy Statement |
Outstanding Equity Awards for Directors at Fiscal Year-End
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, 2026 (“fiscal 2026”) 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 2026, 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 2024 and 2025 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.
Equity Compensation Plans and Outstanding Equity-Based Awards
Equity Compensation Plans and Outstanding Equity-Based Awards We maintain the BRC Inc. 2022 Omnibus Incentive Plan (the “2022 Plan”), which is designed primarily to facilitate the grant of cash and equity incentives to directors, employees, and consultants of our Company and our subsidiaries. As of March 23, 2026, 10,312,679 restricted stock units, 8,551,615 options, and 52,586,124 performance stock units were outstanding under the 2022 Plan (assuming performance stock units are earned at the maximum “target”). Authentic Brands LLC maintains an equity incentive plan (the “2018 Equity Incentive Plan”) under which it granted Incentive Units (as defined in the 2018 Equity Incentive Plan) to employees or non-employee directors prior to the Business Combination. As of March 23, 2026, 2,343,726 shares of Class A Common Stock were issuable upon conversion of outstanding Incentive Units as they would have been converted as of March 23, 2026. If the Reverse Stock Split is approved by our stockholders and our Board decides to implement the Reverse Stock Split, as of the Effective Time, then (i) the total number of shares of Class A Common Stock issuable upon vesting or settlement of outstanding restricted stock units and performance stock units under the 2022 Plan, and (ii) the total number of shares of Class A Common Stock remaining available for future awards under the 2022 Plan, as well as any share-based limits in the 2022 Plan, in each case,
Equity Compensation Plans and Outstanding Equity-Based Awards
| BRC Inc. | 42 | 2026 Proxy Statement |
Equity Compensation Plans and Outstanding Equity-Based Awards
will be proportionately reduced based on the Reverse Stock Split ratio selected by our Board, subject to the terms of the Plans and applicable award agreements. Furthermore, any stock price goals applicable to such awards will be proportionately increased based on the Reverse Stock Split ratio selected by our Board, subject to the terms of the 2022 Plan and the applicable award agreement.
Effects of the Amendments on our Common Stock
Effects of the Amendments on our Common Stock After the Effective Time, each stockholder will own fewer shares of our Common Stock as a result of the Reverse Stock Split. Because the Reverse Stock Split will decrease the number of outstanding shares of our Class A Common Stock and Class B Common Stock, the proposed Reverse Stock Split Amendments will result in a relative increase in the number of authorized and unissued shares of our Common Stock. All outstanding options to purchase shares of our Class A Common Stock, PSUs and Incentive Units, including any held by our officers and directors, would be adjusted as a result of the Reverse Stock Split. In particular, the number of shares issuable upon the exercise or vesting of each instrument would be reduced, and the exercise price per share, if applicable, would be increased, in accordance with the terms of each instrument and based on the ratio of the Reverse Stock Split. For purposes of illustration, the following tables contain approximate information relating to the number of shares of our Class A Common Stock and Class B Common Stock if the Reverse Stock Split is effected at a ratio of: 1-for-10, 1-for-20, 1-for-30, 1-for-40 or 1-for-50, based on share information as of the close of business on March 23, 2026, but does not give effect to any other changes, including any issuance of securities after March 23, 2026.
Class A Common Stock
| 1. | Consists of shares reserved for issuance pursuant to outstanding restricted stock units, and performance stock units (assuming performance stock units are earned at “maximum”) and Incentive Units. |
Class A Common Stock
| 2. | Consists of shares reserved for future issuance under the 2022 Plan, excluding shares issuable under or subject to outstanding (including performance-based restricted shares), restricted stock units, and performance stock units (assuming performance stock units are earned at “maximum”). |
Anti-takeover Effects of Proposed Amendments
Anti-takeover Effects of Proposed Amendments Release No. 34-15230 of the staff of the SEC requires disclosure and discussion of the effects of any action, including the proposed Reverse Stock Split Amendments discussed herein, that may be used as an anti-takeover mechanism. An additional effect of the Reverse Stock Split would be to increase the relative amount of authorized but unissued shares of Class A Common Stock, which may, under certain circumstances, be construed as having an anti-takeover effect. Although not designed or intended for such purposes, the effect of the increased available shares might be to make more difficult or to discourage an attempt to take over or otherwise acquire control of the Company (for example, by permitting issuances that would dilute the stock ownership of a person or entity seeking to effect a change in the composition of the Board or contemplating a tender offer or other change in control transaction). In addition, our Certificate of Incorporation and our Bylaws include provisions that may have an anti-takeover effect. These provisions, among things, permit the Board to issue Preferred Stock with rights senior to those of the Class A Common Stock without any further vote or action by the stockholders and do not provide for cumulative voting rights, which could make it more difficult for stockholders to effect certain corporate actions and may delay or discourage a change in control. Our Board is not presently aware of any attempt, or contemplated attempt, to acquire control of the Company, and the Reverse Stock Split Proposal is not part of any plan by our Board to recommend or implement a series of anti-takeover measures.
Overview
Overview The Board believes that if the number of shares of the Company’s Class A Common Stock cast in favor of Proposal No. 3 is insufficient to approve such proposal, it is in the best interests of the Company and its stockholders to enable the Company to continue to seek to obtain a sufficient number of additional votes to approve Proposal No. 3.In this proposal, we are asking stockholders to authorize us to adjourn the Annual Meeting or any adjournment or postponement thereof to a later date or dates in order to solicit additional proxies in favor of Proposal No. 3. If our stockholders approve this proposal, we could adjourn the Annual Meeting, and any adjourned session of the Annual Meeting, to use the additional time to solicit additional proxies in favor of Proposal No. 3.
Overview
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Overview
Executive Officers The following is a list of names, ages and backgrounds of our current executive officers, as of March 31, 2026.
Overview
| Name | Age | Position(s) Held | | Evan Hafer | 49 | Founder, Executive Chairman | | Christopher Mondzelewski | 52 | President and CEO, Director | | Matthew Amigh | 56 | Chief Financial Officer | | Andrew McCormick | 40 | General Counsel and Secretary (CLO) |
Overview
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. 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. Matt Amigh has served as the Chief Financial Officer of the Company since July 2025. Mr. Amigh brings more than 25 years of financial, operational, and supply chain leadership across public and private consumer businesses and will play a key role in BRCC’s efforts to drive profitable growth and deliver long-term shareholder value. Prior to joining the Company, Mr. Amigh served as Chief Financial Officer of Ethos Pet Nutrition. He was previously CFO and Interim CEO of Bulletproof 360, Inc., where he led the company’s return to profitability and its eventual sale. He also held executive leadership roles at Lenny & Larry’s and Raybern Foods. While at Raybern Foods, Mr. Amigh served as both CFO and COO, overseeing a comprehensive transformation and guiding the company through a successful strategic exit. Earlier in his career, he held senior finance roles at Mars, Del Monte Foods, and Kraft Heinz, where he led large-scale teams and drove operational efficiencies across global markets. His background spans both traditional retail and direct-to-consumer business models, and he has successfully scaled companies ranging from $50 million to
Overview
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Overview
over $4 billion in revenue. Mr. Amigh is a Certified Public Accountant and a U.S. Army veteran, having served in both enlisted and officer ranks. He holds a bachelor’s degree in business economics, with concentrations in accounting and management, from the University of Pittsburgh; an MBA from Robert Morris University; and completed executive leadership training at the Wharton School. Andrew McCormick joined the Company as General Counsel and Secretary (CLO) in September 2021. Prior to joining the Company, Mr. McCormick served as General Counsel and Corporate Secretary of Laird Superfood from February 2019 to September 2021. Mr. McCormick previously worked as a senior associate at Hogan Lovells US LLP from 2014 to 2019 and as an associate at Latham & Watkins (London), LLP from 2011 to 2013. In 2010, Mr. McCormick completed a civilian clerkship with US Army JAG in Seoul, South Korea. Mr. McCormick graduated from Hendrix College with a B.A. with distinction, and holds a J.D. from Columbia University and an LL.M. from the London School of Economics. There are no family relationships among any of our directors or executive officers.
Overview
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Overview
Executive Compensation This section provides an overview of our executive compensation philosophy, the objectives of our program, and each material element of compensation provided to our Named Executive Officers (or NEOs) for fiscal 2025. Black Rifle Coffee has opted to comply with the executive compensation disclosure requirements applicable to “emerging growth companies” as defined under the Exchange Act. Our NEOs, consisting of our principal executive officer and the next two most highly compensated executive officers, for the fiscal year ended December 31, 2025 were:
Overview
| • | Chris Mondzelewski, our President and Chief Executive Officer |
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| • | Matthew Amigh, our Chief Financial Officer |
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| • | Andrew McCormick, our General Counsel and Secretary (CLO) |
Best Compensation Practices, Policies and Guidelines
| • | Significant Portion of Compensation is “at Risk.” A significant portion of executive compensation is performance-based, including short-term cash incentives and long-term equity incentives, aligning the interests of our executive officers and stockholders. |
Best Compensation Practices, Policies and Guidelines
| • | Clawback Policy. We maintain an Incentive Compensation Recovery Policy that provides for the recoupment of certain cash and equity incentive compensation in the event of an accounting restatement, consistent with SEC rules and NYSE listing standards. |
Best Compensation Practices, Policies and Guidelines
| • | Independent Compensation Advisor Reports Directly to the Compensation Committee. The compensation committee engages its own compensation consultant to assist with making compensation decisions. |
Best Compensation Practices, Policies and Guidelines
| • | Annual Market Review of Executive Compensation. The compensation committee, with support from its independent compensation consultant, annually evaluates the competitiveness and market alignment of our compensation plans and practices. |
Best Compensation Practices, Policies and Guidelines
| • | Multi-Year Vesting Requirements. Equity awards granted to our NEOs vest over multi-year periods, consistent with current market practice, supporting our retention and long-term value creation objectives. |
Best Compensation Practices, Policies and Guidelines
| • | Discourage Excessive Risk Taking. Our executive compensation program is weighted toward long-term incentives to discourage short-term risk-taking. |
Best Compensation Practices, Policies and Guidelines
| • | Competitive Peer Group. Our compensation committee selects peer companies with similar market capitalization, business strategy, and revenue profiles. |
Executive Compensation Philosophy
| • | attract, retain and motivate senior management leaders can advance our mission and strategy and ultimately, create and maintaine our long-term equity value; |
Executive Compensation Philosophy
| • | align senior management’s interests with our equity owners’ long-term interests through equity participation and ownership. |
Role of the Independent Compensation Consultant
Role of the Independent 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 2025, 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 included 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 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. Our total compensation philosophy is to position pay aligned with our designated proxy peer group, with a general focus on market levels, to ensure competitiveness while maintaining alignment with shareholder interests and market standards.
Benchmarking Compensation
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Benchmarking Compensation
The compensation peer group companies selected by our compensation committee for 2025 executive compensation purposes are listed below.
Benchmarking Compensation
| Yeti Holdings, Inc. | The Honest Company, Inc. | Bark, Inc. | | Krispy Kreme, Inc. | Westrock Coffee Company | The Vita Coco Company, Inc. | | The Simply Good Foods Company | Freshpet, Inc. | Vital Farms, Inc. | | Dutch Bros Inc. | Portillo’s Inc. | The Duckhorm Portfolio, Inc | | Beyond Meat, Inc. | | |
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 also considers 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 supports our ability to attract and retain high-caliber executive level talent, while maintaining a compensation philosophy that is competitive, performance-based, and aligned with the company’s long-term goals and stockholder interests.
2025 Summary Compensation Table
2025 Summary Compensation Table The following table sets forth information concerning the compensation of our NEOs for the years ended December 31, 2025 and 2024:
2025 Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Option Awards ($)(2) | All Other Compensation ($)(3) | Total ($) | | Chris Mondzelewski President and Chief Executive Officer | 2025 | 648,654 | 416,000 | 625,000 | 1,875,000 | — | 3,564,654 | | | 2024 | 598,077 | 243,500 | 625,000 | 1,875,000 | 34 | 3,341,611 | | Matt Amigh Chief Financial Officer | 2025 | 230,769 | 417,041 | 250,000 | 750,000 | 8,462 | 1,656,272 | | Andrew McCormick General Counsel and Secretary (CLO) | 2025 | 398,654 | 192,000 | 625,000 | 375,000 | 9,934 | 1,600,588 | | | 2024 | 350,000 | 142,000 | 100,000 | 300,000 | 11,582 | 903,582 |
2025 Summary Compensation Table
| 1. | Amounts shown include the grant date fair values of Restricted Stock Unit (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 11. Equity-Based Compensation, to the consolidated financial statements in our 2025 Annual Report. |
2025 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 11. Equity-Based Compensation, to the consolidated financial statements in our Annual Report. |
2025 Summary Compensation Table
| 3. | Amounts listed in the “All Other Compensation” column include insurance premiums paid for life insurance and employer’s portion of 401(k) plan funding. |
2025 Summary Compensation Table
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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, 2025:
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 ($) | | Chris Mondzelewski President and Chief Executive Officer | 5/5/2023 | 101,752 | 50,876 | 5.38 | 5/4/2030 | 27,881 | 30,948 | | | 8/15/2023 | 382,154 | 191,076 | 4.45 | 8/14/2030 | 35,580 | 39,494 | | | 2/23/2024 | 286,888 | 573,776 | 3.91 | 2/22/2031 | 106,565 | 118,287 | | | 3/7/2025 | — | 1,490,611 | 2.14 | 3/6/2032 | 292,056 | 324,182 | | Matthew Amigh Chief Financial Officer | 7/7/2025 | — | 804,940 | 1.58 | 7/6/2032 | 158,228 | 175,633 | | Andrew McCormick General Counsel and Secretary (CLO) | 4/21/2023 | 71,904 | 35,952 | 5.05 | 4/20/2030 | 6,600 | 7,326 | | | 9/19/2023 | — | — | — | — | 27,451 | 30,471 | | | 2/23/2024 | 45,902 | 91,804 | 3.91 | 2/22/2031 | 17,050 | 18,926 | | | 3/7/2025 | — | 298,122 | 2.14 | 3/6/2032 | 58,411 | 64,836 | | | 4/4/2025 | — | — | — | — | 250,000 | 277,500 |
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 $1.11, the closing price for our Class A Common Stock on the NYSE on the last trading day of 2025. |