BRC INC CLASS A (BRCC)
Sector: Consumer Staples
2026 Annual Meeting Analysis
BRC INC CLASS A · Meeting: May 28, 2026
Directors FOR
1
Directors AGAINST
2
Say on Pay
AGAINST
Auditor
FOR
Director Elections
Election of Class I Directors
Against Analysis
Ms. Dickson has served since August 2020, meaning her full tenure overlaps with the period during which BRCC's stock fell roughly 84% while the company's peer group (median: -34.9% over 3 years) declined far less — a gap of about 49 percentage points, well above the 20-percentage-point trigger that applies when a company's stock has lost value; the 5-year record provides no relief because the 5-year gap versus peers (-29.8pp) also exceeds the 20pp threshold, confirming this is sustained underperformance rather than a recent blip.
Mr. Mondzelewski joined the board in January 2024, which is more than 24 months ago, so he is not exempt from the stock performance trigger; BRCC's stock has fallen roughly 84% over three years while its peer group declined only about 35% on average — a gap of nearly 49 percentage points, far exceeding the 20-point threshold; as CEO he bears direct responsibility for this underperformance, and under our policy executive directors are subject to the same trigger as independent directors, independent of the separate pay vote.
For Analysis
Mr. Molloy joined the board in June 2024, which means his tenure is approximately 22 months as of the May 2026 meeting date — within the 24-month window during which new directors are exempt from the stock performance trigger; he brings strong financial credentials (former CFO of Sprouts Farmers Market, audit committee chair experience at multiple public companies) and there are no overboarding, attendance, or independence concerns that would warrant a negative vote.
Of the three Class I nominees, Lawrence Molloy receives a FOR vote because his tenure falls within the 24-month new-director exemption from the stock performance trigger. Kathryn Dickson and Chris Mondzelewski both receive AGAINST votes because BRCC's stock has dramatically underperformed its peer group over the period their tenures cover — a roughly 49-percentage-point gap against the peer median, far exceeding the 20-point policy threshold — and the 5-year record provides no relief for Dickson; Molloy also missed 2 of 7 compensation committee meetings (71%), which is technically below the 75% threshold, but this applies only to the compensation committee and he attended all board and audit committee meetings; given he is already receiving a FOR for the exemption reason, this attendance note is flagged but does not change the outcome.
Say on Pay
✗ AGAINSTCEO
Chris Mondzelewski
Total Comp
$3,564,654
Prior Support
N/A
CEO Chris Mondzelewski received total compensation of approximately $3.56 million in 2025, including $2.5 million in equity awards and a $416,000 cash bonus, at a company with a market cap of just $94 million whose stock fell roughly 84% over three years while the food and beverage peer benchmark (PBJ — Invesco Dynamic Food & Beverage ETF) gained about 12.5% over the same period — a gap of more than 96 percentage points — and while the company's own disclosed peer group declined only about 35%, leaving BRCC trailing peers by nearly 49 percentage points. The policy requires a NO vote when variable pay is above benchmark and the company's stock underperforms its sector or market cap peers by more than 20 percentage points over three years, a threshold BRCC has dramatically exceeded. Although the company has a clawback policy and the compensation structure is technically performance-based, the level of incentive pay awarded is not justified by the shareholder experience, which is the core test for whether variable compensation is earning its keep.
Auditor Ratification
✓ FORAuditor
Ernst & Young LLP
Tenure
6 yrs
Audit Fees
$1,205,000
Non-Audit Fees
$0
EY has served as BRCC's auditor since 2020 — approximately 6 years — which is well below the 25-year tenure threshold that would raise independence concerns; non-audit fees were zero in 2025, meaning 100% of fees paid were for core audit work, easily passing the test that non-audit fees must stay below 50% of audit fees; no material financial restatements were disclosed, and EY as a Big 4 firm is fully appropriate for a company of BRCC's size and complexity.
Overall Assessment
The 2026 BRCC annual meeting presents a deeply troubled picture for shareholders: the stock has lost roughly 84% of its value over three years while food and beverage peers declined far less, creating dramatic underperformance against both the PBJ ETF benchmark and the company's own disclosed peer group, which drives AGAINST votes on two of three director nominees and on the Say on Pay proposal. The most consequential ballot item for shareholders is the reverse stock split authorization (Proposal 3), which should be supported because without it the company faces imminent NYSE delisting — a far worse outcome than the dilution risk the split creates.
Compensation Peer Group
13 companies disclosed in 2026 proxy filing