Item 5. Other Information
Item 5. Other Information
Rule 10b5-1 Trading Plans - Directors and Section 16 Officers
During the three months ended June 30, 2023, no director or officer of the Company adopted or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408(a) of Regulation S-K.
Engagement Agreement with Interim Chief Financial Officer
On August 8, 2023, the Company entered an agreement relating to Mr. Weinsten’s compensation as interim Chief Financial Officer, with Mr. Weinsten’s employer, Berkeley Research Group, LLC (“BRG”). Pursuant to this Agreement, Mr. Weinsten will be paid $200,000 per month for his services, and services of other BRG personnel, if needed, will be at their standard hourly rates. The Company will pay a completion fee of an additional $100,000 in aggregate for the first three months, pro rated if Mr. Weinsten’s services are terminated within three months, and at a specified increasing rate thereafter. The agreement contains customary indemnification and confidentiality terms. The foregoing summary is qualified in all respects by the full text of the agreement, which will be filed with the Company’s next Quarterly Report on Form 10-Q.
Appointment of Chris Clark as Chief Technology and Operations Officer
On August 8, 2023, the Board of Directors appointed Chris Clark as the Company’s Chief Technology and Operations Officer. Mr. Clark previously served as Chief Technology Officer of the Company since May 2022. Prior to joining the Company, Mr. Clark served as the Chief Information Officer for Levi Strauss & Co. since 2017. Prior to Levi’s, Mr. Clark was VP of Supply Chain Solutions at Lululemon Athletica, working as a partner between technology and the business to achieve enterprise goals. His career also includes multiple senior leadership positions at GAP Inc., where he led technology related to global supply chain systems and global application delivery operations. His private sector experience followed five years of military service as an aviation officer in the United States Army after graduating from the U.S. Military Academy at West Point with a Bachelor of Science in Mechanical Engineering.
Mr. Clark’s base salary will be $400,000 per year, and Mr. Clark will be eligible to participate in the Company’s discretionary bonus program, with a target bonus of 75% of base salary. In connection with Mr. Clark’s promotion, the Compensation Committee approved equity awards to Mr. Clark consisting of stock options with a grant date fair value of $195,000 and restricted stock units with a grant date fair value of $65,000. The Company has entered into a customary indemnification agreement with Mr. Clark. Mr. Clark will also be eligible to participate in the benefits available to the Company’s executive officers.
There are no family relationships between Mr. Clark and any director or executive officer of the Company. There are no transactions between Mr. Clark and the Company that would require disclosure under Item 404(a) of Regulation S-K.
Compensation of President and Chief Marketing Officer
As previously disclosed, on June 28, 2023, the Company appointed Chris Mondzelewski as the Company’s President, in addition to Mr. Mondzelewski’s role as Chief Marketing Officer of the Company. On August 8, 2023, the Compensation Committee approved changes to Mr. Mondzelewski’s compensation in connection with his appointment as President. Mr. Mondzelewski’s base salary will be $500,000 per year, and Mr. Mondzelewski will be eligible to participate in the
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Company’s discretionary bonus program, with a target bonus of 75% of base salary. The Compensation Committee also approved equity awards to Mr. Mondzelewski consisting of stock options with a grant date fair value of $1,425,000 and restricted stock units with a grant date fair value of $475,000. Mr. Mondzelewski will also be eligible to participate in the benefits available to the Company’s executive officers.
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Item 6. Exhibits
Exhibit Description
10.1* Transition and Separation Agreement, dated April 18, 2023, among the Company, Black Rifle Coffee Company LLC and Heath Nielsen.
10.2* Separation and Release Agreement, dated June 23, 2023, between the Company and Gregory J. Iverson.
31.1* Certification of Co-Principal Executive Officer Pursuant to Rules 13a-14(a) of the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2* Certification of Co-Principal Executive Officer Pursuant to Rules 13a-14(a) of the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.3* Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) of the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1** Certification of Co-Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2** Certification of Co-Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.3** Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File as its XBRL tags are embedded within the Inline XBRL document.
101.SCH Inline XBRL Taxonomy Extension Schema Document.
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document.
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase.
104 Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101).
* Filed herewith.
** Furnished herewith
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
BRC Inc.
By: /s/ Evan Hafer
Evan Hafer
Chief Executive Officer
(Co-Principal Executive Officer)
By: /s/ Gregory J. Iverson
Gregory J. Iverson
August 10, 2023
Chief Financial Offer
(Principal Financial Officer)
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.