Lawrence Molloy
About Lawrence “Chip” Molloy
Independent director since June 2024 (age 63); chairs BRCC’s Audit Committee and serves on the Compensation Committee. Former CFO at Sprouts Farmers Market (Sept 2021–Dec 2023; Interim CFO Jun 2019–Feb 2020), PetSmart and Under Armour; prior Senior Advisor to Roark Capital. U.S. Navy fighter pilot (10 years; retired Commander); MBA from University of Virginia and B.S. in Computer Science from the U.S. Naval Academy. Designated “audit committee financial expert” by the Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sprouts Farmers Market, Inc. | CFO | Sep 2021–Dec 2023 | Former director; chaired audit and compensation committees; Interim CFO Jun 2019–Feb 2020 |
| Torrid Inc. | Interim CEO; Audit Chair | Jan–Aug 2018; Audit Chair 2018–2021 | Led interim CEO transition; chaired audit oversight |
| Roark Capital Group | Senior Advisor | Prior role (dates not specified) | Consumer/retail PE advisory |
| Under Armour, Inc. | CFO | Dates not specified | Corporate finance leadership |
| PetSmart, Inc. | CFO | Dates not specified | Corporate finance leadership |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Pet Valu Holdings Ltd. | Director | Since May 2023 | Audit Committee Chair; Governance & Nominating Committee member |
| Sally Beauty Holdings, Inc. | Director | Since Jul 2022 | Audit Committee Chair; Executive Committee member |
Board Governance
- Independence: Molloy is classified as an independent director under NYSE rules; Audit and Compensation committee memberships meet applicable independence standards .
- Committee assignments:
- Audit Committee: Chair; members Steven Taslitz and Glenn Welling; all financially literate; Molloy deemed “audit committee financial expert” .
- Compensation Committee: Member; chaired by Lead Independent Director Kathryn Dickson; members include Hutmacher and Welling .
- Attendance: Each director attended at least 75% of Board and relevant committee meetings in FY2024; all directors attended the 2024 annual meeting .
- FY2024 meeting cadence: Board (7), Audit (4), Compensation (5), Nominating & Governance (4) .
| Committee | Role | FY2024 Meetings |
|---|---|---|
| Audit | Chair | 4 |
| Compensation | Member | 5 |
| Nominating & Governance | Not a member | 4 |
Fixed Compensation
- Non‑employee director program (2024): Cash retainer $50,000; committee member retainers—Audit $10,000, Compensation $6,000, Nominating & Governance $5,000; chair retainers—Audit $20,000, Compensation $10,000, Nominating & Governance $9,000. Annual RSU grant $125,000 (vests in full after one year); initial RSU $150,000 at appointment (vests in full after three years). Directors may elect cash retainer in RSUs; all directors except Molloy elected RSUs for cash in 2024 .
| Director (2024) | Cash Fees ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Lawrence Molloy | 76,000 | 275,000 | 351,000 |
Performance Compensation
- Structure: Director equity is time‑based RSUs; no disclosed performance‑vesting (no PSUs/TSR metrics). Annual grants made on annual meeting date; initial RSUs granted at appointment; vesting schedules as noted below .
| Element | Grant Value | Vesting | Performance Metrics |
|---|---|---|---|
| Initial RSU (on appointment) | $150,000 | Vests in full on 3rd anniversary | None disclosed (time‑based) |
| Annual RSU | $125,000 | Vests in full on 1st anniversary | None disclosed (time‑based) |
Other Directorships & Interlocks
- Investor Rights Agreement: Engaged Capital holds director nomination rights and designated Molloy and Welling; Hafer controls ~63% voting power in director elections through 2027 under the agreement .
- Overboarding guardrails: BRCC policy caps audit committee memberships at three public companies; Molloy chairs BRCC, Pet Valu, and Sally Beauty audit committees—at the policy limit .
Expertise & Qualifications
- Recognized finance and governance leader: Former public company CFO (Sprouts, PetSmart, Under Armour); PE advisory experience; extensive audit chair service; Board designated audit committee financial expert .
- Military leadership: U.S. Navy fighter pilot, retired Commander; education from UVA (MBA) and USNA (B.S. CS) .
Equity Ownership
- Beneficial ownership: The proxy lists no reportable beneficial ownership for Molloy as of March 15, 2025 under SEC rules (Class A, Class B, options within 60 days all “—”) .
- Outstanding director equity at 12/31/2024: Stock awards outstanding 45,681 (unvested RSUs and/or incentive units per program footnotes) .
- Hedging/pledging policy: Company prohibits hedging and pledging; Board approved an exception for director Taslitz to pledge BRCC shares in 2022; no Molloy pledge disclosed .
| Item | Detail |
|---|---|
| Beneficial ownership (3/15/2025) | None reported for Molloy |
| Stock awards outstanding (12/31/2024) | 45,681 |
| Hedging/Pledging | Prohibited; Taslitz exception noted; none for Molloy |
Governance Assessment
- Positive signals
- Independent audit chair and SEC‑qualified financial expert overseeing controls, compliance, and auditor independence; signed Audit Committee Report recommending FY2024 10‑K inclusion .
- Strong attendance and committee cadence; Board met 7 times in 2024, with Molloy active on Audit and Compensation .
- Equity‑heavy director pay ($275k RSUs vs $76k cash in 2024), plus initial RSU grant post‑appointment supports long‑term alignment (though he did not convert cash to RSUs like peers) .
- Watch items / potential conflicts
- Controlled company structure concentrates voting power with Executive Chairman Evan Hafer; committee independence exemptions applied (not audit), increasing reliance on effective independent chairs like Molloy .
- Engaged Capital nomination: Molloy is an Engaged designee; with Welling (Engaged founder) also on Board, monitor for activist influence and potential alignment issues with minority holders (Board affirmed independence) .
- Time commitment: Molloy chairs three public audit committees (BRCC, Pet Valu, Sally Beauty)—at the company policy limit; sustained effectiveness depends on continued attendance and engagement .
- Ownership alignment: No reportable beneficial ownership as of March 15, 2025; alignment is principally via RSUs rather than open‑market holdings .
Shareholder Voting Signal (2025 Annual Meeting)
| Nominee | For | Against | Abstain | Broker Non‑Votes |
|---|---|---|---|---|
| Evan Hafer | 90,045,262 | 8,045,279 | 147,956 | 21,739,501 |
| Steven Taslitz | 91,142,150 | 6,902,300 | 194,047 | 21,739,501 |
| Glenn Welling | 89,697,969 | 7,206,495 | 1,334,033 | 21,739,501 |
Implication: The Board’s slate, including Engaged‑affiliated directors, received strong support in 2025 .
Compensation Committee Analysis (context for Molloy’s committee work)
- Composition: Dickson (Chair), Hutmacher, Molloy, Welling; uses independent consultant Pearl Meyer; conducts annual market reviews and maintains stock ownership guidelines for executives and directors .
- Peer group: 2024 peer set includes CPG and beverage/food names (e.g., Yeti, Celsius, Freshpet, Vital Farms, Vita Coco, Westrock, Dutch Bros, Portillo’s, BARK, Krispy Kreme, Beyond Meat, Honest Company, Zevia, Duckhorn) with revenue/market cap screens .
Related‑Party & Conflicts Review
- Policy requires Audit Committee approval of related‑party transactions >$120k; none disclosed involving Molloy .
- Insider Trading Policy prohibits hedging, short sales, options, margin accounts, and pledging; Board granted a specific pledge exception for Taslitz in 2022; no similar exception disclosed for Molloy .
Director Compensation Detail (Program Reference)
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $50,000 | Directors can elect RSUs in lieu of cash; Molloy did not |
| Committee member retainer | Audit $10,000; Comp $6,000; N&G $5,000 | 2024 |
| Committee chair retainer | Audit $20,000; Comp $10,000; N&G $9,000 | 2024 |
| Annual RSU grant | $125,000 | Vests 1 year |
| Initial RSU grant | $150,000 | Vests 3 years |
Insider Filings Compliance
- Section 16(a): No delinquent filings noted for Molloy in 2024; two NEOs had Form 5 catch‑ups for tax withholding transactions; Board otherwise compliant .
Notes
- Audit Committee Report: Signed by Molloy, Taslitz, Welling; recommended inclusion of audited FY2024 financials in 10‑K .
- Auditor ratification (2025): EY ratified; fees (FY2024 audit fees $1,020k) .