Andrew McCormick
About Andrew McCormick
Andrew McCormick, age 39, is General Counsel and Corporate Secretary of BRC Inc. (Black Rifle Coffee Company), a role he has held since joining the company in September 2021. He previously served as General Counsel and Corporate Secretary of Laird Superfood, and worked at Hogan Lovells and Latham & Watkins; he holds a B.A. (Hendrix College), a J.D. (Columbia University), and an LL.M. (London School of Economics) . Under his tenure, BRCC delivered FY2024 revenue of $391.5 million, 950 bps gross margin expansion to 41.2%, and $11.3 million in operating cash flow, with wholesale revenue up 9% YoY and DTC down 14% as the mix shifted to retail . Executive incentives for 2024 (including McCormick’s) were tied to revenue, adjusted EBITDA and individual goals, aligning pay with operating priorities .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Laird Superfood | General Counsel and Corporate Secretary | Feb 2019 – Sep 2021 | Not disclosed |
| Hogan Lovells US LLP | Senior Associate | 2014 – 2019 | Not disclosed |
| Latham & Watkins (London) LLP | Associate | 2011 – 2013 | Not disclosed |
| U.S. Army JAG (civilian clerkship) | Clerkship | 2010 | Not disclosed |
External Roles
No external directorships or committee roles disclosed for McCormick.
Fixed Compensation
| Item | 2024 | Notes |
|---|---|---|
| Base Salary ($) | 350,000 | 2024 annualized base salary also disclosed as $350,000 |
| Target Bonus (% of salary) | 75% | Annual plan based on revenue, adjusted EBITDA, and individual goals |
| Cash Bonus Paid ($) | 142,000 | Actual bonus awarded for FY2024 |
| All Other Compensation ($) | 11,582 | Life insurance and 401(k) match per footnote |
Performance Compensation
Annual Cash Incentive (2024)
| Metric | Weighting | Target | Actual/Payout |
|---|---|---|---|
| Revenue | Not disclosed | Not disclosed | Included in 2024 plan; McCormick received $142,000 cash bonus |
| Adjusted EBITDA | Not disclosed | Not disclosed | Included in 2024 plan |
| Individual Performance | Not disclosed | Not disclosed | Included in 2024 plan |
Notes
- Target bonus opportunity: 75% of base salary .
- Weightings and precise targets not disclosed .
Equity Incentives: Design and Vesting
| Instrument | Plan/Granting Practice | Vesting | Term |
|---|---|---|---|
| Stock Options | 2022 Omnibus Plan (typical annual grants) | 1/3 annually over 3 years, service-based | 7 years |
| RSUs | 2022 Omnibus Plan | Equal annual installments over 3 years, service-based | N/A |
| Incentive Units (legacy) | Authentic Brands Incentive Unit Plan (profits interests) | 25% at 1-year, then quarterly over next 3 years (service-based) | N/A |
| Clawback | NYSE/SEC-compliant Incentive Compensation Recovery Policy adopted 2023 | Recoupment upon required restatement | N/A |
McCormick – Outstanding Awards at FY2024 Year-End
| Grant Date | Instrument | Exercisable (#) | Unexercisable (#) | Strike ($) | Expiration | Unvested RSUs/Units (#) | Market Value ($) |
|---|---|---|---|---|---|---|---|
| 9/13/2021 | Incentive Units (unearned shares equivalent) | — | — | — | — | 53,445 | 169,421 |
| 4/21/2023 | Stock Options | 35,952 | 71,904 | 5.05 | 4/20/2030 | — | — |
| 4/21/2023 | RSUs | — | — | — | — | 13,202 | 41,850 |
| 9/19/2023 | RSUs | — | — | — | — | 54,902 | 174,039 |
| 2/23/2024 | Stock Options | — | 137,706 | 3.91 | 2/22/2031 | — | — |
| 2/23/2024 | RSUs | — | — | — | — | 25,575 | 81,073 |
Notes:
- RSU values use $3.17 (12/31/2024 close) as disclosed methodology .
- Incentive Units accelerate partially upon change in control, depending on time elapsed since grant .
Equity Ownership & Alignment
| Component | Amount | As-of | Notes |
|---|---|---|---|
| Class A Common Stock owned | 30,013 | Mar 15, 2025 | Direct Class A shares |
| RSUs vesting within 60 days | 6,601 | Mar 15, 2025 | “Shares Issuable Within 60 Days” |
| Stock options exercisable within 60 days | 117,806 | Mar 15, 2025 | “Stock Options Exercisable Within 60 Days” |
| Class B Common Stock | 24,823 | Mar 15, 2025 | Paired with Common Units; exchangeable 1:1 into Class A |
| Total Class A beneficially owned (beneficially incl. derivatives) | 179,243 | Mar 15, 2025 | Less than 1% of Class A; less than 1% voting power |
| Stock ownership guidelines | 4x base salary for executive officers within 5 years | Policy | CEO 6x; executives 4x; compliance status not disclosed |
| Hedging/Pledging | Prohibited by policy | Policy | Hedging and pledging prohibited; no exceptions disclosed for McCormick |
Employment Terms
| Agreement | Key Terms |
|---|---|
| Employment Agreement (Sep 1, 2021) | Base salary $300,000 at start (may increase); target annual incentive 50% of base; at-will; no additional termination compensation under this agreement . |
| Executive Severance & Restrictive Covenant Agreement (Dec 29, 2022) | If terminated without “cause” and subject to release: accrued amounts, up to 12 months base salary continuation and up to 12 months healthcare continuation; restrictive covenants include non-competition, non-solicitation, confidentiality . |
| Change-in-Control | Legacy Incentive Units: partial accelerated vesting upon change in control (time-based proration) . |
| Clawback | Company-wide recovery policy adopted 2023 per NYSE/SEC standards . |
Additional Observations (Risk indicators, governance, signals)
- Section 16(a) reporting: one tax-withholding transaction for RSU vesting in 2024 was reported later on Form 5 (timely filed Feb 14, 2025) .
- Compensation benchmarking: Committee uses a defined peer group (targeting 50th percentile) and independent consultant Pearl Meyer; the program emphasizes at-risk pay with multi-year vesting .
- Insider trading/pledging: corporate policy prohibits hedging and pledging; no pledging disclosed for McCormick (exception noted only for a director, not an executive officer) .
Investment Implications
- Alignment and incentives: McCormick’s 2024 pay is balanced with a material equity component (RSUs and options) and a cash bonus tied to revenue, adjusted EBITDA, and individual performance, supporting pay-for-performance and retention through multi-year vesting .
- Retention risk: Standard “without cause” severance (12 months salary and healthcare with release) plus continuing unvested RSUs/options and legacy Incentive Units mitigate near-term attrition risk; no change-in-control cash multiples disclosed for him, which tempers parachute risk, though Incentive Units can partially accelerate on a change in control .
- Selling pressure: Service-based vesting on options/RSUs over three years creates periodic supply as tranches vest; however, the company’s prohibition on hedging/pledging and the use of 10b5-1 plans (allowed under policy) can moderate trading impact; no McCormick-specific 10b5-1 disclosure provided .
- Ownership “skin in the game”: Beneficial ownership is below 1% with additional near-term exercisable/options; company guidelines require executives to build to 4x salary, but compliance status is not disclosed—this suggests growing alignment over time but starting from a modest base relative to founders/activists .
- Execution backdrop: Company-level 2024 performance improved (margin expansion, operating cash generation), which supports the use of performance-linked cash bonuses; continuation of these trends would likely favor equity award realizations and reduce downside on at-risk pay .