Glenn Welling

About Glenn Welling

Glenn Welling (age 54) is an independent director of BRC Inc. (BRCC) since February 2022 and serves on the Audit and Compensation Committees; he is Founder and CIO of Engaged Capital, a constructive activist fund, and was previously a Principal/MD at Relational Investors and a Managing Director at Credit Suisse following its acquisition of HOLT Value Associates; he taught executive education at Wharton, his alma mater, and was recognized by NACD in 2018 among the 100 most influential directors . The Board affirmatively determined Welling is independent under NYSE rules despite Engaged Capital’s significant shareholding, and he met “audit committee financial expert” qualifications in 2024 (designation later assigned to another director in 2025) .

Past Roles

External Roles

Board Governance

• Committee assignments: Audit Committee (member) and Compensation Committee (member) .
• Independence: Board determined Glenn Welling is independent under NYSE standards; specifically considered Engaged Capital’s shareholder relationship and deemed it not impairing independence .
• Attendance and engagement: In FY2024, BRCC held 7 Board, 4 Audit, 5 Compensation, and 4 Nominating meetings; each director attended at least 75% of Board and applicable committee meetings, and all directors attended the 2024 annual meeting .
• Board structure and leadership: BRCC is a “controlled company” under NYSE rules (Executive Chairman Evan Hafer controls majority voting); Lead Independent Director is Kathryn Dickson .
• Nomination rights and interlocks: Engaged Capital has rights to designate up to two Board nominees under the Investor Rights Agreement; Welling is an Engaged nominee; Mr. Hafer has proxy voting arrangements for director elections until the fifth anniversary of the business combination, amplifying controlled-company dynamics .

Fixed Compensation

• Program: Non-employee directors receive an annual cash retainer ($50,000), committee member retainers ($10,000 Audit; $6,000 Compensation; $5,000 Nominating), chair retainers ($20,000 Audit; $10,000 Compensation; $9,000 Nominating), initial RSU grant at appointment ($150,000; vests at 3 years), and annual RSU grant ($125,000; vests at 1 year). Directors may elect RSUs in lieu of cash; in 2024 all directors except Mr. Molloy elected RSUs for cash .

Performance Compensation

• Structure: Director equity grants consist of time-based RSUs (annual grant $125,000; vest at 1 year) and initial RSUs ($150,000; vest at 3 years). No director-specific performance metrics (e.g., EBITDA, TSR) are disclosed for director awards; equity is primarily retention/alignment oriented .

Other Directorships & Interlocks

Expertise & Qualifications

• Skills matrix: Corporate governance, finance/capital markets, M&A focus; growth-company experience .
• Audit expertise: Designated audit committee financial expert in 2024; in 2025, audit chair role is held by Lawrence Molloy and he is designated the financial expert .
• Education/teaching: Taught executive education at Wharton; Wharton is Welling’s alma mater .

Equity Ownership

• Alignment: Welling and Engaged Capital beneficially own a large Class A position; Board determined independence notwithstanding this ownership .
• Hedging/pledging: BRCC prohibits hedging/pledging; a 2022 pledge exception was granted for another director (Taslitz). No pledging by Welling is disclosed .

Governance Assessment

• Strengths:

  • Deep governance and compensation-committee experience across multiple public boards; recognized by NACD for board influence .
  • Active role on BRCC’s Audit and Compensation Committees; prior audit financial expert designation supports financial oversight rigor .
  • High engagement: Board reports 75%+ attendance for all directors and full annual meeting attendance in FY2024 .

• Potential conflicts/risks (monitor):

  • Engaged Capital nomination rights and substantial equity ownership create potential for investor-control dynamics; however, Board explicitly affirmed Welling’s independence .
  • Controlled-company status reduces certain NYSE governance requirements (e.g., committee independence), concentrating influence with Executive Chairman (Evan Hafer) and proxy arrangements under the Investor Rights Agreement .
  • Prior plan to appoint Welling as Audit Chair after 2024 shifted to Molloy as Audit Chair in 2025; track committee leadership transitions and consistency in audit oversight .
  • Pledging policy exception was granted to another director (Taslitz) in 2022; while no Welling pledging is disclosed, policy exceptions can be a board-level red flag to monitor .

• Compensation alignment signals:

  • Directors heavily utilized RSUs in lieu of cash (alignment with shareholders); Welling received $125k in RSUs for 2023 and 2024 and elected equity in lieu of cash consistent with peers .
  • No director-specific performance metrics disclosed; equity for directors is time-based, prioritizing retention and ownership .

• Related party transactions:

  • BRCC’s related-party policy requires audit committee approval of related-party transactions; certain transactions (e.g., mere director roles at other companies) are exempt. No Welling-related transactions are disclosed .

Compensation Committee Analysis

• Committee composition: In 2025, Compensation Committee includes Kathryn Dickson (Chair), Clayton Hutmacher, Lawrence Molloy, and Glenn Welling; all qualify as independent under NYSE standards for compensation committees .
• Consultant: Pearl Meyer is the independent advisor to the Compensation Committee; the committee benchmarks pay against a defined peer set and targets 50th percentile positioning (2024 peer group disclosed) .
• Clawback policy: Incentive Compensation Recovery Policy adopted in 2023 consistent with NYSE/SEC rules; applies to executives (not directors) upon certain restatements .

Director Compensation (Welling) – Detail

Equity Ownership & Alignment – Notes

• Welling beneficially owns 14.16M Class A shares (includes Engaged Capital funds/accounts) equal to ~18.0% of Class A and ~6.6% of total voting power as of March 15, 2025; Engaged Capital holdings are attributed to Welling as Founder/CIO with beneficial ownership disclaimers typical for fund managers .
• Outstanding director RSUs: 48,700 units at 12/31/2024; no stock options outstanding for Welling .
• Insider trading policy prohibits hedging/pledging; 2022 pledge exception was for Taslitz, not Welling .

Governance Signals for Investors

• Constructive activist on Board: Welling’s profile suggests active engagement on performance and governance; combined with controlled-company structure, investors should watch for alignment between activist priorities and founder-controlled voting outcomes .
• Audit/Comp oversight continuity: While Welling’s audit expertise was strong in 2024 (financial expert designation), 2025 shifts place Molloy as Audit Chair/financial expert; monitoring committee effectiveness and continuity is prudent .
• Ownership alignment: RSU-heavy director compensation and significant Class A ownership by Engaged Capital indicate strong equity alignment; lack of performance metrics for director equity is standard but reduces explicit pay-for-performance link at the director level .