Clayton Hutmacher
About Clayton Hutmacher
Independent Class II director of BRC Inc. (BRCC), age 64, serving since June 2024; currently sits on the Compensation Committee and the Nominating & Corporate Governance Committee . A retired U.S. Army Special Operations Aviator and former Deputy Commanding General of U.S. Army Special Operations Command, Hutmacher brings leadership experience aligned to BRCC’s public benefit mission; education includes a B.S. in Aerospace Management (Embry-Riddle), an M.A. in National Security & Strategic Studies (U.S. Naval Command & Staff College), and an M.A. in Strategic Studies (U.S. Army War College) . BRCC’s Board determined Hutmacher is independent under NYSE and Exchange Act standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Army Special Operations Command | Deputy Commanding General | Dates not disclosed | Senior leadership of Army special operations |
| 160th Special Operations Aviation Regiment | MH-60 DAP Platoon Leader; Company Ops Officer; Executive Officer; Battalion Commander; Regimental Commander | Three tours; dates not disclosed | Command roles across unit levels |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Special Operations Warrior Foundation | President & CEO | Since Sept 2018 | Non-profit leadership; aligns with BRCC’s public benefit purpose |
Board Governance
- Board class: Class II; term expires in 2027 .
- Independence: Independent director under NYSE rules and Exchange Act .
- Committee assignments: Compensation; Nominating & Corporate Governance (not a chair) .
- Attendance: Each director attended at least 75% of Board and committee meetings in FY2024; BRCC held 7 Board, 4 Audit, 5 Compensation, 4 Nominating & Governance meetings; all directors attended the 2024 annual meeting .
- Controlled company: BRCC is a controlled company under NYSE rules due to Evan Hafer’s voting control; BRCC may rely on certain exemptions (e.g., fully independent nominating/compensation committees not required) .
| Committee | Membership | Chair |
|---|---|---|
| Audit | Not a member | Chair: Lawrence “Chip” Molloy |
| Compensation | Member | Chair: Kathryn Dickson |
| Nominating & Corporate Governance | Member | Chair: Evan Hafer |
Fixed Compensation
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual Cash Retainer | $50,000 | Standard non-employee director retainer |
| Committee Membership Fees | $11,000 | $6,000 (Compensation) + $5,000 (Nominating & Governance) |
| Total Fees Earned/Paid in Cash | $61,000 | Matches 2024 Director Compensation Table |
| Cash Taken as RSUs (Election) | Elected | Directors may elect RSUs in lieu of cash; all except Molloy did so in 2024 |
Performance Compensation
| Equity Instrument | Grant Value | Vesting | Timing |
|---|---|---|---|
| Initial RSU (on appointment) | $150,000 | Vests in full on 3rd anniversary of grant | Granted upon Board appointment (June 2024) |
| Annual RSU (recurring) | $125,000 | Vests in full on 1st anniversary of grant | Granted on date of annual meeting |
| 2024 Stock Awards (RSUs) | $275,000 | As per program schedules above | Reported total in 2024 compensation table |
| Options | None disclosed | — | No option awards for directors in 2024 |
Performance metrics: Non-employee director equity is time-based (RSUs); no performance metrics (e.g., EBITDA/TSR) apply to director pay .
Other Directorships & Interlocks
- Public company boards: None disclosed .
- Nominating interlock: Hutmacher was designated as a nominee by founder Evan Hafer under the Investor Rights Agreement, alongside Taslitz, reflecting founder influence on Board composition .
- Related-party transactions: No related-party transactions involving Hutmacher disclosed; BRCC maintains a formal Related Person Transaction Policy with Audit Committee oversight .
Expertise & Qualifications
- Governance/Leadership: Extensive command and strategic leadership across Army Special Operations; aligns with BRCC’s public benefit mission .
- Education: Embry-Riddle (B.S., Aerospace Management); U.S. Naval Command & Staff College (M.A., National Security & Strategic Studies); U.S. Army War College (M.A., Strategic Studies) .
- Board skills matrix: Listed under “Military and/or Government Service” and “Director” competencies .
Equity Ownership
| Category | Shares/Units | Notes |
|---|---|---|
| Class A Common Stock (beneficially owned) | 7,599 | As of March 15, 2025 |
| Class B Common Stock | — | None |
| RSUs Outstanding (Unvested Stock Awards) | 50,748 | As of 12/31/2024; no options outstanding |
| Options (exercisable/unexercisable) | — | None |
| Pledging/Hedging | Prohibited | Insider Trading Policy prohibits hedging/pledging; exception noted for Taslitz, not Hutmacher |
| Ownership Guidelines | In place for non-employee directors | BRCC maintains stock ownership guidelines; specific multiples for directors not disclosed |
Governance Assessment
-
Strengths
- Independent status and active committee service on Compensation and Nominating & Governance support board effectiveness .
- Equity-heavy compensation mix (cash elected as RSUs, plus initial/annual RSUs) enhances alignment with shareholders; 2024 totals: $61k fees, $275k stock awards .
- No related-party transactions disclosed for Hutmacher; BRCC maintains robust related-person policy and audit oversight .
- Insider Trading Policy prohibits hedging/pledging, mitigating alignment risks; no exceptions identified for Hutmacher .
-
Considerations
- Controlled company status and founder nomination rights (Hafer designates Hutmacher) can dilute perceived independence of board refreshment and committee composition .
- Beneficial ownership in Class A shares is modest in absolute terms (7,599), though unvested RSUs (50,748) indicate growing alignment as awards vest .
- Director ownership guideline details and compliance status for directors are not disclosed, limiting assessment of “skin in the game” versus policy .
-
RED FLAGS
- Controlled company exemptions (e.g., mixed independence on Nominating & Governance Committee chaired by founder) may raise governance-quality concerns for some investors .
- Founder nomination rights under the Investor Rights Agreement materially influence director slate (Hutmacher designated by Hafer) .