Steven Taslitz
About Steven Taslitz
Steven Taslitz (age 66) is an independent director of BRC Inc. (BRCC), serving since December 2017; he sits on the Audit Committee and the Nominating & Corporate Governance Committee, and holds a BS in Accountancy with Honors from the University of Illinois . He co-founded Sterling Partners in 1983 and is Chairman; he has served on boards (often audit committees) of 100+ portfolio companies and several non-profit/educational boards (Illinois Board of Higher Education, Glencoe Educational Foundation, Jewish United Fund Investment Committee) . The Board has affirmatively determined him to be independent under NYSE and Exchange Act rules, notwithstanding significant shareholdings via affiliates; he met attendance expectations in FY2024 and attended the 2024 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees / Impact |
|---|---|---|---|
| Sterling Partners | Co-Founder & Chairman | 1983–present | Served on boards and audit committees of 100+ invested companies; deep finance and governance expertise |
| Illinois Board of Higher Education | Board Member | Not disclosed | Educational governance service |
| Glencoe Educational Foundation | Board Member | Not disclosed | Community/education impact |
| Jewish United Fund | Investment Committee Member | Not disclosed | Oversight of investment activities |
External Roles
| Organization | Role | Tenure | Committee Positions |
|---|---|---|---|
| Datacubed Health | Director | Not disclosed | Not disclosed |
| Stella | Director | Not disclosed | Not disclosed |
| Fancy Sprinkles | Director | Not disclosed | Not disclosed |
| Mellomanic | Director | Not disclosed | Not disclosed |
Board Governance
- Committee assignments: Audit Committee member; Nominating & Corporate Governance Committee member; not a chair .
- Independence: Board determined Taslitz is independent under NYSE and SEC rules, despite being a significant shareholder through affiliates of Sterling Partners; audit and compensation committee independence verified (he serves on Audit, not Compensation) .
- Attendance: Each director attended ≥75% of FY2024 Board/committee meetings; FY2024 meeting counts: Board 7, Audit 4, Compensation 5, Nominating & Governance 4; all directors attended the 2024 annual meeting .
- Controlled company context: BRCC is a “controlled company” under NYSE rules (Executive Chairman Evan Hafer controls majority voting power) and may rely on exemptions for majority independence and fully independent compensation/nom-gov committees; audit committee remains fully independent and Molloy is the financial expert .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $50,000 | Directors could elect RSUs in lieu of cash; in 2024 most did |
| Committee member fees | Audit: $10,000; Compensation: $6,000; Nominating & Governance: $5,000 | Taslitz serves on Audit and Nominating |
| Committee chair fees | Audit Chair: $20,000; Compensation Chair: $10,000; Nominating Chair: $9,000 | Taslitz is not a chair |
| 2024 fees earned or paid in cash | $65,000 | He voluntarily took cash as RSUs (equity election) |
Performance Compensation
| Equity Type | Grant Policy | 2024 Value | Vesting |
|---|---|---|---|
| Annual RSUs (director) | Annual grant on annual meeting date | $125,000 | Vests in full on first anniversary of grant |
| Initial RSUs (on board appointment) | One-time on appointment | $150,000 (policy) | Vests in full on third anniversary |
| Taslitz 2024 stock awards | RSUs | $125,000 | Per annual RSU policy |
Performance metrics: Director equity is time-based; no PSUs or performance-based metrics disclosed for director compensation .
Director Compensation (2024 Actual)
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Steven Taslitz | $65,000 | $125,000 | $190,000 |
- Mix and alignment: Taslitz elected to receive cash compensation as RSUs; combined with annual RSU grant, his 2024 director compensation was effectively 100% equity-based, strengthening alignment with shareholders .
Outstanding Director Equity (as of 12/31/2024)
| Name | Stock Awards Outstanding (#) | Option Awards Outstanding (#) | Breakdown/Notes |
|---|---|---|---|
| Steven Taslitz | 55,245 | — | Includes 47,226 unvested RSUs and 8,019 shares tied to 57 Incentive Units convertible to Class A shares |
Other Directorships & Interlocks
- Current boards: Datacubed Health, Stella, Fancy Sprinkles, Mellomanic (nature not specified as public/private) .
- Interlocks/conflicts: No disclosed overlapping boards with BRCC competitors/customers/suppliers; no related-party transactions involving Taslitz other than the pledging arrangement noted below .
Expertise & Qualifications
- Board skills matrix: Corporate Governance; Finance & Capital Markets; M&A; Marketing; Diversity; Consumer Packaged Goods; Technology; Growth Company experience .
- Audit skills: Audit Committee member; the audit committee comprises financially literate independent directors; Molloy designated financial expert .
Equity Ownership
| Holder | Class A Common | Shares Issuable Within 60 Days (RSUs) | Stock Options Exercisable Within 60 Days | Class B Common | Total Class A Beneficially Owned | % of Class A | % of Total Voting Power |
|---|---|---|---|---|---|---|---|
| Steven Taslitz | 75,447 | 42,869 | — | 1,689,927 | 1,808,243 | 2.3% | <1% |
- Class B detail: Includes 3,724 Class B shares held directly and 1,686,203 Class B shares held by a trust where Taslitz is trustee; he disclaims beneficial ownership of trust shares beyond any pecuniary interest .
- Pledging (RED FLAG): On November 11, 2022, the Board approved Taslitz’s proposal to pledge all his BRCC holdings as part of an all-asset security package for a personal line of credit, an exception to the Company’s general prohibition on pledging under its Insider Trading Policy .
- Hedging/shorting: Company policy prohibits hedging, short sales, margin accounts, pledging without specified approval; Taslitz’s pledge was specifically permitted by the Board .
Governance Assessment
- Strengths:
- Independent director with deep finance and M&A background; sits on Audit and Nominating committees; Audit Committee independence and literacy affirmed; robust attendance in FY2024 .
- High ownership alignment: elected RSUs in lieu of cash; meaningful unvested RSU holdings; time-based vesting emphasizes long-term orientation .
- Watch items / RED FLAGS:
- Pledging of all BRCC holdings for a personal line of credit creates potential forced selling risk in a market downturn; although Board-approved, it reduces alignment and can concern investors .
- Controlled company status concentrates voting power with Executive Chairman; Investor Rights Agreement identifies Taslitz as a Hafer nominee, which may influence board dynamics despite formal independence .
- Net view: Taslitz brings credible financial oversight and broad boardroom experience to key governance committees, but the pledging arrangement is a material governance overhang; continued transparency and avoidance of further exceptions to trading policies will be important to investor confidence .
Appendix: Meeting Context
| FY2024 Meetings | Count |
|---|---|
| Board | 7 |
| Audit Committee | 4 |
| Compensation Committee | 5 |
| Nominating & Governance Committee | 4 |