Evan Hafer

About Evan Hafer

Founder of Black Rifle Coffee Company (BRCC) and Executive Chairman of BRC Inc. (since Jan 1, 2024), Hafer previously served as CEO from inception through Dec 31, 2023; he is age 48, attended the University of Idaho, served 15 years in the U.S. military as a Green Beret (19th Special Forces Group), and worked as a contractor for the CIA . Under his leadership, BRCC scaled to $391.5M revenue in 2024 with wholesale growth and 950 bps gross margin expansion to 41.2%, and generated $11.3M operating cash flow (vs. -$25.0M in 2023), while DTC declined amid mix shift to retail . As Executive Chairman, he draws a $1 salary and does not participate in the annual incentive program; his long-term incentive is chiefly performance RSUs granted in 2022 that require 25% market-cap CAGR through April 30, 2027 to vest; none vested in 2023 .

Past Roles

Fixed Compensation

• Executive Chairman letter agreement (effective Jan 1, 2024): base salary $1; no participation in annual incentive program; other employment agreement terms unchanged .
• Prior CEO base salary (2023): $340,000; no bonus paid for 2023 performance .

Notes:

• Non-employee director pay does not apply; as an executive officer, he receives no additional director compensation .

Performance Compensation

• Annual bonus plan design (company-wide): 2024 bonuses for NEOs tied to revenue, adjusted EBITDA, and individual performance goals; in 2023, plan used revenue, gross margin, and individual performance, but NEO bonuses (including CEO) were not paid . Hafer does not participate in the annual bonus program as Executive Chairman .

Clawback: BRCC adopted an Incentive Compensation Recovery Policy in 2023 compliant with NYSE/SEC rules (restatement-based recoupment) .

Hedging/pledging: Hedging and most pledging transactions are prohibited without specified approval; an exception was granted in 2022 to a non-Hafer director (Taslitz) to pledge shares; no such exception is disclosed for Hafer .

Equity Ownership & Alignment

• Beneficial ownership (as of Mar 15, 2025): Hafer beneficially owns 133,799,626 shares for voting purposes (includes 14,035,560 Class A and 119,764,066 Class B), representing 67.4% of Class A and 62.8% of total voting power . His holdings include 30,142,374 Class B shares via EKNRH Holdings LLC (managed by Hafer) . Under an Investor Rights Agreement, he also holds proxies to vote certain other holders’ shares in director elections, contributing to voting control .
• Executive stock ownership guidelines: CEO 6x salary; C-suite 4x salary (5-year horizon). While not explicitly stated for Executive Chairman, guidelines signal a culture of meaningful ownership; hedging/pledging restrictions enhance alignment .
• Unvested performance equity: 4,231,206 PSUs (at target) outstanding as of 12/31/2023 with market-cap CAGR hurdles through April 2027 .

Alignment read: Extremely high insider ownership and a $1 salary suggest strong economic alignment and low cash leakage; anti-hedging policy supports long-term orientation .

Employment Terms

• Employment Agreement (12/29/2022 as CEO): Provided base salary (then $340,000), no annual incentive eligibility; if terminated without “cause” or resigns for “good reason,” severance equals continued base salary for 36 months plus accrued amounts (subject to release) .
• Letter Agreement (12/22/2023, effective 1/1/2024): Transition to Founder & Executive Chairman with $1 salary and no annual incentive; all other terms of the 2022 agreement remain in effect (implying severance multiple applies to then-applicable base salary) .
• Restrictive covenants: Standard non-compete, non-solicit, confidentiality provisions apply to executive agreements .

Change-in-control: Unvested Incentive Units for NEOs (legacy plan) provide partial accelerated vesting depending on time elapsed to a change in control; PSUs are performance-based through 2027 (no separate CIC acceleration disclosed for Hafer’s PSUs) .

Board Governance

• Roles: Director since 2014; Chairman of the Board from 2014–July 2022; resumed as Executive Chairman Jan 1, 2024; currently chairs the Nominating & Corporate Governance Committee; Kathryn Dickson serves as Lead Independent Director .
• Controlled company: BRCC is a “controlled company” under NYSE rules because Hafer controls a majority of voting power; as such, BRCC may rely on exemptions from certain independence requirements (notably for compensation and nominating committees), though the audit committee remains fully independent .
• Committee membership snapshot (FY2024): Hafer (Chair, Nominating & Governance); Compensation chaired by Dickson; Audit chaired by Molloy (audit financial expert) .
• Board/committee attendance: In FY2024, Board met 7 times; audit 4; compensation 5; nominating & governance 4; each director attended ≥75% of assigned meetings .
• Director election rights: Investor Rights Agreement gives Hafer the right to designate up to three director nominees (including himself) and Engaged Capital up to two, with voting commitments through the fifth anniversary of the business combination; Hafer indicated intent to vote “FOR” himself, Glenn Welling, and Steven Taslitz for Class III in 2025 .

Independence implication: Executive Chair + control and chairing the Nominating & Governance Committee may raise independence and oversight concerns; the Lead Independent Director role partially mitigates this .

Compensation Peer Group (context)

• 2024 peer group refresh (for 2024 executive comp decisions) included Yeti, Celsius, Freshpet, Vita Coco, Vital Farms, Dutch Bros, Portillo’s, Westrock Coffee, and others; policy targets ~50th percentile total comp .
• 2023 peer group (disclosed in 2024 proxy) included BellRing, Dutch Bros, Freshpet, Krispy Kreme, Shake Shack, Simply Good Foods, Vita Coco, Wingstop, Zevia and others .

Related Party Transactions and Policies

• Prohibition on certain transactions includes hedging/pledging; exception approved for a non-Hafer director in 2022 to pledge holdings; no related-party transactions >$120,000 involving Hafer disclosed in 2023–2024; formal policy requires audit committee approval for related party transactions .

Performance & Track Record (operational context)

Notes:

• Values marked with an asterisk (*) and the EBITDA/Net Income values for FY2023/FY2024 are from S&P Global via GetFinancials; Values retrieved from S&P Global.
• 2024 business highlights: Wholesale revenue growth (+9%), DTC decline (-14% to $123.8M), gross margin to 41.2% (+950 bps), opex down 10%, operating cash flow +$11.3M .

Investment Implications

• Pay-for-performance alignment: Hafer’s 2024 move to a $1 salary and no cash bonus, combined with substantial equity exposure and PSUs that require ambitious market-cap CAGR, aligns incentives with long-term value creation and lowers cash burn .
• Retention risk: Severance economics pivot on “base salary” (now $1), reducing severance burden; restrictive covenants apply. The bigger retention lever is founder identity, mission, and very large ownership stake .
• Insider selling pressure: Hedging/pledging limits reduce risk; Hafer’s Class B/LLC units are exchangeable into Class A, representing potential float overhang, but his control and alignment lessen the likelihood of near-term wholesale sales; unvested PSUs (4.23M target) could add supply only upon significant performance achievement through 2027 .
• Governance risk: Controlled-company status, Executive Chair leading Nominating & Governance, and director nomination rights concentrate influence; the presence of a Lead Independent Director, an independent audit committee, and a formal clawback policy are positive mitigants .
• Execution track record: Despite slight revenue downtick in 2024, margin expansion and swing to positive operating cash flow show improving fundamentals under the current leadership structure, which Hafer oversees as Executive Chair .

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