Stephen Kadenacy
About Stephen Kadenacy
Stephen Kadenacy (age 56) is a Class II director of BRC Inc. (BRCC) appointed on April 11, 2025; he previously served as BRCC’s Chief Financial Officer beginning September 18, 2023, with the company indicating he would remain CFO until a successor was appointed (by Q3 2025, the CFO role was held by Matt Amigh) . He is the former President, COO and CFO of AECOM and co-founded SilverBox Capital; he also led SPACs (CEO of SilverBox Engaged Merger Corp I and Boxwood Merger Corp) and served on the board of Atlas Technical Consultants until April 2021; he holds a BA in Economics from UCLA and an MBA from USC .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AECOM | CFO; President & CFO; President & COO | 2011–2017 (CFO 2011–2014; President & CFO 2014–2015; President & COO 2015–2017) | Helped scale AECOM from ~$5B revenue (2008) to ~$18B (2017) |
| SilverBox Engaged Merger Corp I (SPAC) | Chief Executive Officer until business combination with BRCC | Through Feb 2022 | Led SPAC that combined with BRCC |
| Boxwood Merger Corp / Atlas Technical Consultants | CEO (pre-combination); Director post-merger | Director until April 2021 | Chaired Atlas compensation committee |
| KPMG | Partner, Economic Consulting | Prior to corporate roles (dates not disclosed) | Board experience at ABM Industries (dates not disclosed) |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Centerline Logistics Corp | Chairman | Since July 2019 | Marine oil transportation services; private company |
| SilverBox Corp III (SPAC) | Chairman & CEO | IPO Feb 2023 (current as of 9/11/2023 disclosure) | SPAC leadership |
| SilverBox Capital | Co‑Managing Member | Since 2017 | Co‑founded firm |
| YMCA of Greater Los Angeles; UCLA Anderson | Board roles | Not disclosed | Non‑profit/academic boards |
Board Governance
- Class II director; term expires at the 2027 annual meeting .
- Committee assignments: none listed for FY2024/April 15, 2025 snapshot (no Audit, Compensation, or Nominating) .
- Independence: Not independent (executive officer); NYSE independence review lists independent directors and excludes Kadenacy .
- Attendance: FY2024 attendance statistic (>75% for each director) excludes Kadenacy (appointed April 2025) .
- Governance structure: BRCC is a “controlled company” under NYSE rules (majority voting power controlled by Evan Hafer), allowing exemptions from certain committee independence requirements .
- Director nomination dynamics: Investor Rights Agreement provides nomination rights to Engaged Capital and Evan Hafer; Hafer controlled ~63% voting power for director elections at the 2025 meeting .
Fixed Compensation
| Component | Terms | Source |
|---|---|---|
| CFO Base Salary | $475,000 initial annual base salary | |
| CFO Target Bonus | 75% of base salary (payable upon achievement of Compensation Committee‑set operational and financial targets) | |
| Director Cash Retainer | Non‑employee directors only (employee directors not eligible) |
Performance Compensation
| Instrument / Metrics | Grant/Value | Vesting / Terms | Source |
|---|---|---|---|
| Stock Options (CFO new‑hire) | $2,250,000 fair value | 3 equal annual installments; 7‑year term | |
| RSUs (CFO new‑hire) | $750,000 fair value | 3 equal annual installments | |
| Eligibility for additional equity | Not eligible for additional equity awards in first two years of employment | — | |
| Annual Cash Bonus Metrics (Company plan) | Revenue; Adjusted EBITDA; Individual performance goals (FY2024 plan) | Payout mechanics for executives per plan; CFO specifics not disclosed |
Other Directorships & Interlocks
| Company | Type | Role | Committee Roles | Notes |
|---|---|---|---|---|
| Atlas Technical Consultants (public; prior) | Former public company | Director until April 2021; chaired compensation committee | Compensation (Chair) | Prior service |
| ABM Industries (public; prior) | Public company | Director (dates not disclosed) | Not disclosed | Prior service |
| Centerline Logistics (private) | Private | Chairman | — | Current as of 9/11/2023 |
| SilverBox Corp III (SPAC) | Public SPAC | Chairman & CEO | — | Current as of 9/11/2023 |
No Item 404(a) related‑party transactions were disclosed for Kadenacy in connection with his April 2025 board appointment . He did, however, have an interest in the February 2022 BRCC business combination through SilverBox, receiving ~867,000 BRCC Class A shares, as previously disclosed .
Expertise & Qualifications
- Finance and operations: Former Fortune 200 CFO/COO/President (AECOM) with large‑scale P&L and integration experience .
- Capital markets/M&A: SPAC CEO (SilverBox, Boxwood), co‑founder of SilverBox Capital; board leadership including compensation chair roles .
- Governance: Prior public‑company board experience (Atlas, ABM) .
- Education: BA Economics (UCLA); MBA (USC) .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Class A Common Stock owned | 1,053,435 shares | As of March 15, 2025 |
| Stock options exercisable within 60 days | 334,994 | As of March 15, 2025 |
| Class B Common Stock | — | — |
| Total Class A beneficial ownership | 1,388,429 | Includes shares + options exercisable within 60 days |
| % of Class A outstanding | 1.8% | As of the share counts disclosed |
| Pledging/Hedging | BRCC prohibits pledging/hedging; exception disclosed for a different director (Taslitz), none disclosed for Kadenacy | |
| Ownership Guidelines | C‑suite expected to own 4x salary within 5 years | Applies to executives |
Related‑Party & Conflicts Review
- No Item 404(a) transactions for Kadenacy were disclosed upon his April 2025 board appointment .
- Historical interest in the 2022 BRCC business combination via SilverBox (received ~867k Class A shares) indicates prior sponsor alignment; ongoing co‑management of SilverBox Capital and SPAC leadership should be monitored for potential future related‑party interactions, though none are disclosed currently .
Governance Assessment
- Strengths: Deep finance/operational expertise from AECOM and SPAC/capital markets experience; meaningful ownership (1.8% of Class A; 334,994 options exercisable within 60 days) aligning incentives with shareholders .
- Concerns/Monitoring items:
- RED FLAG: Not independent (recent executive officer); no committee assignments mitigate immediate conflicts but dual executive–director roles reduce independent oversight .
- RED FLAG: Controlled company structure (Hafer majority voting power) lowers independence thresholds at the board/committee level; maintain scrutiny of compensation and nomination processes .
- SPAC/sponsor background and prior interest in BRCC combination warrant vigilance for any future related‑party dealings, though none are currently disclosed under Item 404(a) .
- Engagement/attendance: 2024 attendance data excludes Kadenacy due to 2025 appointment; future proxies should be reviewed for his meeting attendance and director evaluation .
- Compensation alignment: As CFO, pay design emphasized equity (options/RSUs with multi‑year vesting) and at‑risk bonus tied to operational/financial metrics at the company level, supporting pay‑for‑performance; no separate director fees while an employee director .
- Transition note: By Q3 2025, a new CFO (Matt Amigh) was in place, potentially reducing conflict from an executive‑director overlap going forward .