Kathryn Dickson
About Kathryn Dickson
Kathryn Dickson (age 60) is BRCC’s Lead Independent Director, serving since August 2020. She chairs the Compensation Committee and sits on the Nominating & Corporate Governance Committee. Dickson is a former President of Manitoba Harvest, ex-SVP at Mattel and President of American Girl, and spent 23 years at General Mills leading global brands; she holds a BS from the U.S. Air Force Academy and an MBA from UCLA and previously served as a U.S. Air Force officer (Captain) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Manitoba Harvest | President | 2019–2020 | Led plant-based protein foods/beverages |
| Mattel / American Girl | SVP; President, American Girl | 2016–2018 | Oversaw brand/omnichannel growth |
| News America Marketing (News Corp) | Chief Marketing Officer | 2015–2016 | Marketing leadership |
| General Mills | Marketing leadership; VP/Business Unit Director (Betty Crocker/Pillsbury/Old El Paso) | ~23 years; culminating as VP/BUD | Global brand leadership and P&L |
| U.S. Air Force | Officer (Captain) | Prior to private sector | Leadership; operations |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Flexsteel Industries, Inc. | Independent Director | July 2021–Present | Compensation Committee; Chair, Nominating & Corporate Governance |
| Cooper Tire & Rubber Company | Director | Oct 2018–Jul 2021 | Not specified in proxy |
Board Governance
- Independence: Determined independent by the Board under NYSE rules .
- Lead Independent Director: Oversees executive sessions and Board leadership alongside Executive Chairman .
- Committee assignments: Chair, Compensation; Member, Nominating & Corporate Governance .
- Attendance: Each director attended at least 75% of Board and committee meetings in FY2024; Board held 7 meetings; Audit 4; Compensation 5; Nominating & Governance 4 .
- Controlled company context: BRCC relies on NYSE controlled-company exemptions; audit remains fully independent .
| Governance Item | Status/Detail |
|---|---|
| Independence | Independent director |
| Lead Independent Director | Yes |
| Audit Committee | Not a member (FY2024) |
| Compensation Committee | Chair |
| Nominating & Corporate Governance | Member |
| Attendance ≥75% FY2024 | Yes |
Fixed Compensation
Non-employee director compensation program uses Pearl Meyer benchmarking; directors may elect RSUs in lieu of cash (most did in 2024). Annual cash retainer $50,000; committee membership retainers $10,000 (Audit), $6,000 (Comp), $5,000 (Nominating); chair retainers $20,000 (Audit), $10,000 (Comp), $9,000 (Nominating). Annual RSU grants: $125,000 grant-date fair value; initial RSU grant at appointment: $150,000; annual grants made on the annual meeting date .
| Metric | FY2023 | FY2024 |
|---|---|---|
| Fees earned or paid in cash ($) | $85,000 | $85,000 |
| Stock awards ($) | $125,000 | $125,000 |
| Total director compensation ($) | $210,000 | $210,000 |
| Cash-to-equity election | Took RSUs in lieu of cash | Took RSUs in lieu of cash |
Performance Compensation
- Director equity awards are time-based RSUs; no performance metrics (no PSUs) for non-employee directors .
| Performance Metric | Applied to Director Equity? |
|---|---|
| Revenue growth | No (time-based RSUs only) |
| EBITDA/TSR/ESG goals | No (time-based RSUs only) |
Vesting schedules:
- Initial RSU grant: vests in full on the third anniversary of grant .
- Annual RSU grant: vests in full on the first anniversary of grant .
Other Directorships & Interlocks
- Current public company board: Flexsteel Industries (comp member; nom/gov chair) .
- Prior public company board: Cooper Tire & Rubber (2018–2021) .
- No disclosed interlocks with BRCC suppliers/customers; audit committee policy exempts mere directorships at unrelated firms from related-party review .
Expertise & Qualifications
- Deep consumer/CPG leadership, omnichannel/digital, brand building, marketing, and product innovation .
- Board skills matrix lists governance, marketing, CPG, growth-company experience and diversity attributes .
- Military service/leadership background (USAF) .
Equity Ownership
| Metric | Value |
|---|---|
| Class A Common Stock owned | 182,301 shares |
| Shares issuable within 60 days (RSUs) | 44,209 shares |
| Class B Common Stock owned | 117,235 shares |
| Total Class A beneficially owned | 343,745 shares; <1% of Class A; <1% voting power |
| Outstanding director equity awards at FY-end | 57,925 stock awards outstanding; no options |
| Unvested RSUs within stock awards | 49,906 shares |
| Incentive Units convertible (if applicable) | 57 Incentive Units equating to 8,019 Class A shares (as of 12/31/2024) |
Policy constraints:
- Hedging/pledging generally prohibited; Board permitted pledge for another director (Taslitz) in 2022; no pledge disclosed for Dickson .
Governance Assessment
- Board effectiveness: Dickson’s role as Lead Independent Director and Compensation Chair is a strong governance anchor in a controlled-company environment; independence reaffirmed by the Board .
- Alignment: She elected RSUs in lieu of cash and holds unvested RSUs, supporting long-term alignment; total FY2024 director comp $210k with equity as a consistent component .
- Attendance/engagement: ≥75% attendance across Board/committees in FY2024 indicates active participation .
- Conflicts/related-party exposure: No related-party transactions involving Dickson disclosed; policy requires audit committee approval for any such items .
- RED FLAGS to monitor: Controlled-company exemptions reduce independence requirements at the committee level; ensure robust executive sessions and independent oversight persist . Minor compliance note: one late Section 16 filing (one day) in 2023; no late filings disclosed for 2024 .
Implication: Dickson’s governance posture (lead independent, comp chair) is positive for investor confidence; equity-heavy director pay and RSU elections add alignment. The controlled-company structure heightens the importance of her independent leadership and compensation oversight in safeguarding minority shareholder interests .