DEF 14A of Black Rock Coffee Bar, Inc.
Filed Apr 16, 2026 · FY20250001628280-26-025374
PROPOSAL ONE: Election of Directors
PROPOSAL ONE: Election of Directors The Board currently has seven seats, divided into three classes: Class I, Class II and Class III. Each class consists, as nearly as possible, of one-third of the total number of directors. •The Class I directors are Kristina Cashman and Jeff Hernandez, and their terms will expire at the Annual Meeting. •The Class II directors are Andrew Braithwaite, Mark Davis and Richard Federico, and their terms will expire at the 2027 Annual Meeting of Shareholders (the “2027 Annual Meeting”). •The Class III directors are Daniel Brand and Sarah Goldsmith-Grover, and their terms will expire at the 2028 Annual Meeting of Shareholders (the “2028 Annual Meeting”). The Board proposes that Ms. Cashman and Mr. Hernandez be reelected to Class I for new terms of three years each to hold office until the annual meeting of shareholders to be held in 2029 and until each such director’s respective successor is duly elected and qualified or until each such director’s earlier death, resignation, or removal. The proxy holders named on the proxy card intend to vote the proxy (if you are a shareholder of record) for the election of each of these nominees, unless you indicate on the proxy card that your vote should be withheld for any of the nominees. Under SEC rules, proxies cannot be voted for a greater number of persons than the number of nominees named. Each nominee has consented to be named as a nominee in this Proxy Statement and to serve if elected. If any nominee is not able to serve, proxies will be voted in favor of the other nominees and may be voted for a substitute nominee, unless the Board chooses to reduce the number of directors serving on the Board. In connection with the Company’s adoption of its Amended and Restated Certificate of Formation, the Company agreed to provide certain rights to The Cynosure Group, LLC and its affiliates (together, “Cynosure” or the “Sponsor”) and entered into certain voting agreements with Cynosure and other significant stockholders. Pursuant to the Amended and Restated Certificate of Formation, for so long as the Sponsor beneficially owns, on a collective basis, at least seven and one-half percent (7.5%) of the Company's outstanding Common Stock, the Sponsor has the right to nominate one individual for election to the Board (the “Cynosure Nominee”). Mr. Braithwaite has been designated as the current Cynosure Nominee. For additional information regarding the voting agreements and the Sponsor’s designation rights under the Restated Certificate, see “Corporate Governance — Board Structure and Composition.”
Directors
Directors The table below sets forth information with respect to the Company’s directors as of April 16, 2026:
Directors
| Name | Age | Position | Director Since | | Andrew Braithwaite | 40 | Director | 2025 | | Daniel Brand | 45 | Director | 2025 | | Kristina Cashman | 59 | Director | 2025 | | Mark Davis | 57 | Director and Chief Executive Officer | 2025 | | Richard Federico | 71 | Director | 2025 | | Sarah Goldsmith-Grover | 61 | Director | 2025 | | Jeff Hernandez | 46 | Director and Chairman of the Board | 2025 |
Directors
| Black Rock Coffee Bar, Inc. | 7 | 2026 Proxy Statement |
Nominees for Director Whose Current Terms Expire at the 2026 Annual Meeting
Nominees for Director Whose Current Terms Expire at the 2026 Annual Meeting The current members of the Board who are also nominees for election to the Board as directors are as follows: •Kristina Cashman has served as Chief Executive Officer of Guy and Larry Restaurants, a restaurant company, since July 2024. Ms. Cashman also serves as President and Chief Executive Officer of Cashman Restaurant & Retail Consulting, a position she has held since 2019. Ms. Cashman’s prior experience includes serving as Chief Financial Officer of several restaurant companies including Hopdoddy Burger Bar, Inc., Eddie V’s Restaurants, Inc., and P.F. Chang’s China Bistro. Ms. Cashman currently serves as a director of Vera Bradley, Inc. (Nasdaq: VRA) and of Bassett Furniture Industries, Inc. (Nasdaq: BSET). She previously served as a director for privately held Munchkin, Inc., an infant and toddler lifestyle brand. Ms. Cashman holds a Bachelor of Business Administration degree from the University of Texas at Austin. The Company believes that Ms. Cashman is qualified to serve on our Board because of her extensive experience in corporate finance and the restaurant and retail industry, as well as her experience as an officer and director of public companies. •Jeff Hernandez is a Co-Founder of Black Rock Coffee Bar and serves as the Chairman of the Board. Mr. Hernandez previously served as the Company’s Chief Executive Officer from 2010 to 2020. The Company believes that Mr. Hernandez, as a Co-Founder and former Chief Executive Officer, is qualified to serve on the Board because of his extensive familiarity with Black Rock Coffee Bar and its strategic objectives.
Nominees for Director Whose Current Terms Expire at the 2026 Annual Meeting
| The Board recommends a vote “FOR” the election of the stated director nominees. |
Directors Whose Terms Expire at the 2027 Annual Meeting
Directors Whose Terms Expire at the 2027 Annual Meeting •Andrew Braithwaite has served as a Managing Director, Principal or Vice President at The Cynosure Group, LLC, an independent alternatives asset manager and advisor, since July 2017. Prior to his role at The Cynosure Group, LLC, Mr. Braithwaite worked as a senior associate or associate at The Carlyle Group from July 2012 to July 2017. Earlier in his career, Mr. Braithwaite served as an Investment Banker at Barclays Capital, Inc. in its Financial Institutions Group from June 2010 to June 2012. Mr. Braithwaite holds a Bachelor of Arts in Business and Economics from Merrimack College. The Company believes that Mr. Braithwaite is qualified to serve as a member of our Board because of his extensive experience in finance and investment, as well as his deep understanding of Black Rock Coffee and its strategic objectives. •Mark Davis has served as the Company’s Chief Executive Officer since 2023. Prior to joining Black Rock Coffee Bar, Mr. Davis served as Chief Operating Officer of Coffee & Bagel Brands, a fast casual restaurant company, from July 2019 to April 2023, where he oversaw operations for Einstein Bros., Bruegger’s, Noah’s, and Manhattan Bagels. Before his tenure at Coffee & Bagel Brands, Mr. Davis served as Chief Executive Officer of Tokyo Joe’s from January 2015 to June 2019, where he was a member of the board of directors. Mr. Davis also previously served as Chief Operations Officer at Breckenridge-Wynkoop LLC, or Breckenridge Brewery. Prior to that, Mr. Davis served as Vice President of Operations at Panera Bread Co. Mr. Davis holds a Master of Business Administration from Regis University and a Bachelor of Arts degree from Colorado State University. The Company believes that Mr. Davis is qualified to serve as a member of our Board because of his proven track record in executive leadership in the food and beverage industry and thorough knowledge of our strategy as our Chief Executive Officer. •Richard Federico has served as the Company’s lead independent director of the Board since September 2025. Mr. Federico served as Non-Executive Chairman of P.F. Chang’s China Bistro, Inc. (“P.F. Chang’s”), a restaurant company, from February 2016 until its acquisition by TriArtisan Capital Advisors and Paulson & Co. Inc. in March 2019. Mr. Federico previously served as Executive Chairman of P.F. Chang’s from March 2015 to February 2016 and as Chairman of the board of directors, Chief Executive Officer or Co-Chief Executive Officer from September 1997 to March 2015. Mr. Federico joined P.F. Chang’s as President in 1996, when he also began his service on its board of directors. Mr. Federico currently serves on the board of directors of Domino’s Pizza, Inc. (NASDAQ: DPZ), as well as the board of directors of Fish Six Restaurant Corp. (d/b/a The Melt) and Boqueria SOHO LLC, a privately held restaurant concept. Mr. Federico also previously served as Chairman of the board of directors of Jamba, Inc. and on the board of trustees of RPT Realty and Tastemaker Acquisition Corp. Mr. Federico is a Founding Director of Chances for Children. Mr. Federico holds a Bachelor of Arts in Sociology from the University of Tennessee. The Company believes that Mr. Federico is qualified to
Directors Whose Terms Expire at the 2027 Annual Meeting
| Black Rock Coffee Bar, Inc. | 8 | 2026 Proxy Statement |
Directors Whose Terms Expire at the 2027 Annual Meeting
serve as a member of our Board because of his extensive experience in the restaurant industry, both as an executive and a director.
Directors Whose Terms Expire at the 2028 Annual Meeting
Directors Whose Terms Expire at the 2028 Annual Meeting •Daniel Brand is a Co-Founder of Black Rock Coffee Bar Mr. Brand previously served as the Company’s Chief Operating Officer from January 2017 to January 2025. The Company believes that Mr. Brand, as our Co-Founder and former Chief Operating Officer, is qualified to serve on our Board because of his extensive familiarity with Black Rock Coffee and its strategic objectives. •Sarah Goldsmith-Grover is Principal of Sarah Grover, Inc., a strategic advisory firm focused on growth and transformation within the global hospitality industry. Ms. Goldsmith-Grover brings more than 35 years of executive experience leading brand, marketing, and operational strategy for high-growth consumer and global restaurant companies. Ms. Goldsmith-Grover spent the majority of her career at California Pizza Kitchen, where she held a series of senior leadership roles, including Executive Vice President and Chief Brand & Concept Officer. During her tenure, Ms. Goldsmith-Grover played a key role in scaling the business from a regional 10-unit concept to a $600 million global brand, successfully navigating multiple private equity and public company transactions. Recognized as a thought leader in brand strategy and customer engagement, Ms. Goldsmith-Grover was named to Advertising Age’s Marketing 50 and was recognized in 2020 as one of the Top 25 Executives in Fast Casual Dining. Ms. Goldsmith-Grover is on the board of directors of Shift4 Payments Inc. (NYSE: FOUR), ChowNow Inc. and the non-profit Support and Feed. Ms. Goldsmith-Grover holds a Bachelor of Arts in Communications from DePauw University. The Company believes that Ms. Goldsmith-Grover is qualified to serve as a member of our Board because of her experience and insight acquired from leading companies in the restaurant and consumer industries.
Directors Whose Terms Expire at the 2028 Annual Meeting
| Black Rock Coffee Bar, Inc. | 9 | 2026 Proxy Statement |
Director Compensation
Director Compensation During the fiscal year ended December 31, 2025, the Company’s non-employee directors were Mses. Cashman and Goldsmith-Grover and Messrs. Brand, Braithwaite, Federico, Hernandez, Pereboom, and Spellmeyer. Ms. Cashman commenced her service on the Board on September 11, 2025. In 2025, each of Messrs. Brand, Hernandez, Pereboom, Spellmeyer, and Braithwaite received an annual cash retainer fee equal to $40,000, although pursuant to an arrangement with the Sponsor the cash retainer payable to Mr. Braithwaite was paid directly to the Sponsor. In addition, in 2025, Mr. Federico received an annual cash retainer fee equal to $50,000. In light of the compensation Ms. Goldsmith-Grover received in 2024, Ms. Goldsmith-Grover did not receive an annual cash retainer in 2025. In connection with Ms. Cashman joining the Board in connection with the IPO, she was paid a pro-rated annual cash retainer in the amount of $15,353. In connection with the completion of the IPO, each non-employee director also received an RSU award under the 2025 Plan, covering an aggregate number of shares of Class A common stock with a value of $56,250.
Director Compensation Program
Director Compensation Program The Company maintains a compensation program (the “Director Compensation Program”) for its non-employee directors (each, an “Eligible Director”) which became effective upon the closing of the IPO. The Director Compensation Program provides for annual cash retainer fees and long-term equity awards. The material terms of the Director Compensation Program are described below. The Director Compensation Program consists of the following components:
Equity Compensation
Equity Compensation •2025 Awards: The Board approved the grant of RSU awards pursuant to the 2025 Plan to the Company’s non-employee directors, which grants became effective in connection with the completion of the IPO (the “2025 Awards”). The dollar-denominated value of each award is $56,250 and the aggregate dollar-denominated value of these awards is $450,000. The aggregate number of shares of Class A common stock that are subject to the 2025 Awards is 22,500 shares of Class A common stock. The 2025 Awards will vest in full on the date of the Annual Meeting, or, if earlier, the first anniversary of the closing of the IPO, subject to continued service through the applicable vesting date. •Annual Award: An Eligible Director who is serving on the Board as of the date of an annual meeting of shareholders (beginning with calendar year 2026) automatically shall be granted, on the date of such annual meeting, an RSU award with an aggregate value of $75,000. The number of RSUs subject to the award will be determined by dividing the value of the award by the price per share of Class A common stock on the applicable grant date. Each Annual Award will vest in full on the earlier to occur of the first anniversary of the grant date and the date of the next annual meeting of shareholders following the grant date, subject to continued service. •Additional Annual Award: In addition, the Company’s Non-Executive Chair, Lead Independent Director and each Committee Chair who is serving on the Board as of the date of an annual meeting of shareholders (beginning with calendar year 2026) automatically shall be granted, on the date of such annual meeting, an RSU award with an aggregate value of $15,000. The number of RSUs subject to the award will be determined by dividing the value of the award by the price per share of Class A common stock on the applicable grant date. Each Additional Annual Award will vest in full on the earlier to occur of the first anniversary of the grant date and the date of the next annual meeting of shareholders following the grant date, subject to continued service. In addition, each equity award granted to an Eligible Director under the Director Compensation Program will vest
Equity Compensation
| Black Rock Coffee Bar, Inc. | 22 | 2026 Proxy Statement |
Equity Compensation
in full immediately prior to the occurrence of a “change in control” (as defined in the 2025 Plan). Compensation under the Director Compensation Program will be subject to the annual limits on non-employee director compensation set forth in the 2025 Plan.
Director Compensation Table
Director Compensation Table The following table sets forth information for 2025 regarding the compensation awarded to, earned by or paid to the non-employee directors who served on the Board during fiscal year 2025.
Director Compensation Table
| Name | Fees Earned or Paid in Cash(1) | Stock Awards(2) | All Other Compensation(3) | Total | | Daniel Brand | $40,000 | $56,250 | $1,318,170 | $1,414,420 | | Andrew Braithwaite | $40,000 | $56,250 | $— | $96,250 | | Kristina Cashman | $15,353 | $56,250 | $— | $71,603 | | Richard Federico | $50,000 | $56,250 | $— | $106,250 | | Sarah Goldsmith-Grover | $— | $56,250 | $— | $56,250 | | Jeffrey Hernandez | $40,000 | $56,250 | $1,318,170 | $1,414,420 | | Bryan Pereboom | $40,000 | $56,250 | $1,318,170 | $1,414,420 | | Jake Spellmeyer | $40,000 | $56,250 | $1,318,170 | $1,414,420 |
Director Compensation Table
(1)The annual cash retainer fees to Messrs. Brand, Hernandez, Pereboom and Spellmeyer were paid directly to Viking Cake Holdings II, LLC, which was an entity owned directly or indirectly by these directors at such time. Pursuant to the arrangement with the Sponsor, Mr. Braithwaite’s annual cash retainer fee was paid directly to the Sponsor. (2)Represents the 2025 Awards made under the Director Compensation Program. Amounts reflect the full grant-date fair value of RSU awards granted during 2025 computed in accordance with ASC Topic 718, rather than the amounts paid to or realized by the named individual. The Company provides information regarding the assumptions used to calculate the value of all RSU awards granted to the Company’s directors in Note 11 to the financial statements for the fiscal year ended December 31, 2025, included in the Company’s Annual Report on Form 10-K filed with the SEC on March 4, 2026. Each non-employee director held 2,812 unvested RSUs as of December 31, 2025. (3)Amounts reflect the full outstanding principal amount of, and accrued and unpaid interest on, the promissory note the Company previously entered into with Viking Cake attributable to each of Messrs. Hernandez, Brand, Spellmeyer and Pereboom. (4)In connection with Ms. Cashman joining the Board on September 11, 2025, her annual retainer was prorated based on the time served on the Board during 2025.
Director Compensation Table
| Black Rock Coffee Bar, Inc. | 23 | 2026 Proxy Statement |
Equity Compensation Plan Information
Equity Compensation Plan Information The following table provides information on the Company’s equity compensation plans as of December 31, 2025:
Equity Compensation Plan Information
| Plan Category | (a) Number of securities to be issued upon exercise of outstanding options, warrants and rights | (b) Weighted-average exercise price of outstanding options, warrants and rights | (c) Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) | | Equity compensation plans approved by security holders(1) | 989,108(2) | $20.00(3) | 3,365,772(4) | | Equity compensation plans not approved by security holders | 80,497(5) | — | — | | Total | 1,069,605 | $20.00 | 3,365,772 |
Equity Compensation Plan Information
(1)Consists of the 2025 Plan. (2)Represents shares of Class A common stock subject to outstanding awards granted under the 2025 Plan as of December 31, 2025, of which 647,862 shares are subject to outstanding options and 341,246 shares are subject to outstanding RSU awards. (3)The weighted average exercise price is calculated based solely on the exercise prices of the outstanding options and does not reflect the shares that will be issued upon the vesting of outstanding RSU awards, which have no exercise price. (4)As of December 31, 2025, a total of 3,365,772 shares of Class A common stock were available for future issuance under the 2025 Plan. Pursuant to the terms of the 2025 Plan, the number of shares of Class A common stock available for issuance under the 2025 Plan automatically increases on the first day of each calendar year beginning on and including January 1, 2026 and ending on and including January 1, 2035, equal to (i) 3% of the aggregate number of shares of Class A common stock, Class B common stock and Class C common stock outstanding on the final day of the immediately preceding calendar year or (ii) such smaller number of shares of Class A common stock as is determined by the Board. (5)Represents LLC Units that were converted from Incentive Units at the IPO and that remain subject to vesting. The LLC Units are convertible into shares of Class A common stock in accordance with the Black Rock OpCo LLC Agreement.
Equity Compensation Plan Information
| Black Rock Coffee Bar, Inc. | 24 | 2026 Proxy Statement |
Summary Compensation Table
Summary Compensation Table The following table sets forth information about the compensation for each of the named executive officers for the fiscal years ended December 31, 2025 and December 31, 2024:
Summary Compensation Table
| Name and Principal Position | Year | Salary | Bonus(1) | Stock Awards(2) | Option Awards(3) | Non-Equity Incentive Plan Compensation(4) | All Other Compensation(5) | Total | | Mark Davis Chief Executive Officer | 2025 | $621,370 | $4,000,000 | $3,750,000 | $3,750,000 | $8,751,050 | $24,662 | $20,897,082 | | | 2024 | $600,000 | $25,000 | $118,328 | $— | $700,000 | $13,568 | $1,456,896 | | Rodd Booth Chief Financial Officer | 2025 | $307,123 | $— | $750,000 | $750,000 | $281,644 | $17,362 | $2,106,129 | | | 2024 | $238,368 | $18,500 | $152,518 | $— | $187,500 | $6,434 | $603,320 | | Sam Seiberling(6) Chief Legal Officer | 2025 | $285,753 | $— | $771,385 | $750,000 | $187,763 | $8,427 | $2,003,328 |
Summary Compensation Table
(1)Amount reported in fiscal year 2025 reflects a retention bonus earned by Mr. Davis in 2025 and paid in 2025. The Company provides additional information regarding such retention bonus in “—Narrative to Summary Compensation Table—Long Term Cash Incentives—Davis Retention Bonus” below. (2)Amounts reflect the aggregate grant date fair value of profits interests in Black Rock OpCo granted to the named executive officers in the applicable year computed in accordance with FASB ASC Topic 718, Compensation—Stock Compensation, assuming the achievement of any liquidity-based vesting conditions. Note that while the grant-date fair value assuming achievement of the liquidity-based vesting condition is included in the table above, the achievement of the liquidity-based vesting condition was not deemed probable on the date of grant and as of December 31 of the applicable fiscal year, which resulted in no stock-based compensation costs being recognized in the Company’s audited consolidated financial statements for the applicable year. The grant-date fair value of the time-vesting units was determined based on the fair value of the units on the applicable grant date. Amounts also reflect the aggregate grant-date fair value of RSU awards granted to Messrs. Davis, Booth, and Seiberling in 2025 computed in accordance with ASC Topic 718, rather than the amount paid to or realized by the named individual. The Company provides information regarding the assumptions used to calculate the value of the RSU awards granted to Messrs. Davis, Booth, and Seiberling in Note 11 to the financial statements for the fiscal year ended December 31, 2025, included in the Company’s Annual Report on Form 10-K filed with the SEC on March 4, 2026. The Company provides additional information regarding such awards in “—Narrative to Summary Compensation Table—Equity Compensation” below. (3)Amounts reflect the aggregate grant-date fair value of option awards granted to Messrs. Davis, Booth, and Seiberling in 2025, calculated in accordance with ASC 718, utilizing the assumptions discussed in Note 11 to the financial statements for the fiscal year ended December 31, 2025, included in the Company’s Annual Report on Form 10-K filed with the SEC on March 4, 2026. The Company provides additional information regarding such awards in “—Narrative to Summary Compensation Table—Equity Compensation” below. (4)Amounts reflect annual cash incentive bonuses earned by the named executive officers and the RCC Award (as defined below) earned by Mr. Davis with respect to 2025. The Company provides additional information regarding such (i) annual bonuses in “—Narrative to Summary Compensation Table—Cash Incentive Compensation” and (ii) RCC Award in “—Narrative to Summary Compensation Table—Long Term Cash Incentives—Davis RCC Award” below.
Summary Compensation Table
| Black Rock Coffee Bar, Inc. | 30 | 2026 Proxy Statement |
Summary Compensation Table
(5)Amounts reported for each of the named executive officers include (i) safe harbor matching contributions made by the Company under its 401(k) plan ($13,671 for Mr. Davis and $7,382 for Mr. Booth) and (ii) a self-employment tax make-whole payment in the amount of the self-employment taxes paid by the named executive officer with respect to 2025 that would not have been payable by the named executive officer if the named executive officer had the status of an employee of the Black Rock OpCo for tax purposes ($10,991 for Mr. Davis, $9,944 for Mr. Booth, and $8,427 for Mr. Seiberling). The self-employment tax make-whole payments were discontinued in connection with the IPO. The aggregate value of perquisites received by each named executive officer did not exceed $10,000 (6)Mr. Seiberling joined our Company on January 27, 2025 and his salary therefore reflects his partial year of employment.
Outstanding Equity Awards at 2025 Fiscal Year-End
Outstanding Equity Awards at 2025 Fiscal Year-End The following table sets forth information regarding outstanding equity incentive plan awards held by named executive officers as of December 31, 2025. All awards were granted under the 2025 Plan other than the Inventive Units granted to Mr. Seiberling that converted into LLC Units in connection with the IPO.
Outstanding Equity Awards at 2025 Fiscal Year-End
| | Option Awards | | | | | Stock Awards | | | Name | Grant Date | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | | Mark Davis | 09/11/2025(2) | — | 381,097 | $20.00 | 09/10/2035 | — | — | | | 09/15/2025(3) | — | — | — | — | 187,500 | $4,171,875 | | Rodd Booth | 09/11/2025(2) | — | 76,219 | $20.00 | 09/10/2035 | — | — | | | 09/15/2025(3) | — | — | — | — | 37,500 | $834,375 | | Sam Seiberling | 09/11/2025(2) | — | 76,219 | $20.00 | 09/10/2035 | — | — | | | 09/15/2025(3) | — | — | — | — | 37,500 | $834,375 | | | 01/27/2025(4) | — | — | — | — | 40,248.50 | $895,529 |
Outstanding Equity Awards at 2025 Fiscal Year-End
(1)Amounts are calculated based on multiplying the number of shares shown in the table by the per share closing price of Class A common stock on December 31, 2025, which was $22.25. (2)25% of the RSUs subject to these RSU awards will vest on each annual anniversary of September 15, 2025, subject to the executive’s continued service. (3)100% of shares of Class A Common Stock subject to these stock option awards will vest on the third anniversary of September 15, 2025, subject to the executive’s continued service. (4)50% of the LLC Units will vest on each of the first and second anniversaries of September 15, 2025, subject to Mr. Seiberling’s continued service.
Outstanding Equity Awards at 2025 Fiscal Year-End
| Black Rock Coffee Bar, Inc. | 34 | 2026 Proxy Statement |