Beth Gerstein
About Beth Gerstein
Beth Gerstein is the co-founder (2005) and Chief Executive Officer of Brilliant Earth Group, Inc., serving as CEO since March 2021 and as a director since 2021; she holds a B.S. in Biomedical and Electrical Engineering (Duke), an M.S. in Electrical Engineering (MIT), and an MBA (Stanford GSB) . Age 49 as of the 2025 proxy, Gerstein’s annual incentive plans are tied to company financial metrics with additional corporate social responsibility/ESG and individual performance goals; specific metric names and weightings are not disclosed . Brilliant Earth operates as a controlled company via Just Rocks, Inc. (jointly owned and controlled by Gerstein and co-founder Eric Grossberg), concentrating voting power and shaping governance context .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Brilliant Earth, LLC | Co-Founder & Co‑CEO | 2005 – Mar 2021 | Co‑founded the company and led operations and growth |
| Brilliant Earth, LLC | Chief Executive Officer | Mar 2021 – Present | Transitioned to sole CEO overseeing execution |
| Brilliant Earth Group, Inc. | Director (Class I) | 2021 – Present | Board member since formation (Class I) |
External Roles
No external directorships or roles are disclosed for Beth Gerstein in the company biographies reviewed .
Fixed Compensation
Multi-year CEO compensation as disclosed in Summary Compensation Tables:
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Salary ($) | $600,000 | $600,000 | $600,000 |
| Non-Equity Incentive Plan Compensation ($) | — (not included in 2022 bonus program) | $136,700 | $254,800 |
| All Other Compensation ($) | $12,200 | $13,200 | $13,800 |
| Total ($) | $612,200 | $749,900 | $868,600 |
Notes:
- Beth was not included in the 2022 bonus program at her request .
- “All Other Compensation” includes safe-harbor 401(k) matching; tax gross-ups in 2024 applied to other NEOs (Kuo and Dziesietnik), not to Beth .
Performance Compensation
Annual bonus targets and payouts:
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Annual Bonus Target ($) | — (not eligible) | $200,000 | $300,000 |
| Annual Bonus Paid ($) | — | $136,700 | $254,800 |
Additional design features:
- Metrics: Company financial metrics; individual performance goals; corporate social responsibility/ESG goals (weightings not disclosed) .
- Timing: FY 2024 bonuses approved by the Compensation Committee in February 2025 .
No stock awards (RSUs/PSUs) or option grants were disclosed for Beth in 2023–2024; the company has not granted options to service providers since 2021 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 49,119,976 shares of Class C common stock via Just Rocks, Inc. (Gerstein may be deemed to share voting and dispositive power) |
| Ownership as % of Class C | 100% of Class C reported (attributed via Just Rocks) |
| Combined voting power | 90.7% (Class A, B, C voting together; Class C = 10 votes per share) |
| Vested vs unvested awards | Not disclosed for Beth (no RSUs/PSUs listed in 2023–2024 CEO tables) |
| Options (exercisable/unexercisable) | None disclosed for Beth; company indicates no option grants to service providers since 2021 |
| Pledging/Hedging policy | Company policy prohibits hedging and pledging of company securities; margin purchases also prohibited |
Stock ownership guidelines for executives are not disclosed in the proxies reviewed.
Employment Terms
| Provision | Beth Gerstein (CEO) |
|---|---|
| Agreement date | Employment agreement entered May 10, 2023 (superseded prior arrangements) |
| Base salary | $600,000 (unchanged since FY 2022) |
| Annual bonus eligibility | Target set by Compensation Committee; paid based on company financial metrics, CSR/ESG, and individual goals |
| Severance (no CIC) | 12 months base salary + 12 months continued healthcare at company expense upon termination without cause or for good reason (subject to release) |
| Change-in-control window | 3 months prior to CIC through 12 months post‑CIC |
| Severance (with CIC) | 1.5x (base salary + target bonus) + 18 months healthcare + full vesting acceleration of outstanding equity awards (subject to release) |
| Trigger type | Double trigger (benefits contingent on qualifying termination within CIC window) |
| Clawback | Executive compensation recoupment policy compliant with Nasdaq Rule 10D‑1 |
Non-compete, non-solicit, and auto-renewal terms are not disclosed in the documents reviewed.
Board Governance
- Role and tenure: Class I Director since 2021; CEO and Director (dual role) .
- Committee memberships: Gerstein is not listed on the Audit, Compensation, or Nominating & Corporate Governance Committees; those committees are composed entirely of independent directors and have formal charters .
- Attendance: In FY 2024, the Board met 5 times; each director attended at least 75% of Board and applicable committee meetings .
- Governance structure: Brilliant Earth is a “controlled company” under Nasdaq rules due to Mainsail and Just Rocks; the Chair (Executive Chairman Eric Grossberg) is not independent; the Board currently has no lead independent director .
- Director compensation: As CEO, Gerstein receives no additional compensation for board service; all CEO compensation appears in the executive tables .
Related Party Transactions and Agreements
- Tax Receivable Agreement (TRA): In connection with the IPO, Brilliant Earth Group, Inc. agreed to pay 85% of realized tax benefits to continuing equity owners, including Just Rocks, Beth Gerstein, Eric Grossberg, Jeffrey Kuo, Sharon Dziesietnik, and Mainsail, arising from basis step‑ups and certain distributions/exchanges .
- Registration Rights Agreement: Provides demand and piggyback registration rights to holders (including co-founders and Just Rocks) for exchanges of LLC Interests into Class A or Class D common stock, at the company’s election .
- Stockholders Agreement: Grants board designation rights and provides that a Just Rocks designee is Chairperson; Mainsail has a right to designate one Compensation Committee member while its board designation right is in effect .
Compensation Committee Analysis
- Independence and membership: The Compensation Committee consists entirely of independent directors (Chair Beth J. Kaplan, members Jennifer N. Harris and Gavin M. Turner) .
- Consultant: Compensia served as the independent executive compensation consultant to the Compensation Committee in 2024 .
- Risk oversight and policies: Anti‑hedging/anti‑pledging policy in place; equity award timing policies avoid MNPI; clawback policy adopted per Nasdaq Rule 10D‑1 .
Investment Implications
- Alignment and control: Gerstein’s co‑control of 90.7% combined voting power via Just Rocks signals strong founder alignment but sustained controlled company status and concentrated governance power; investors should factor limited influence of minority holders on director elections and compensation practices .
- Pay mix and performance sensitivity: CEO pay is primarily cash salary plus annual bonus tied to company financial metrics and CSR/ESG goals, with no RSU/option awards disclosed in 2023–2024, reducing multi-year equity at‑risk exposure versus typical peers; payout rose from $136.7k (2023) to $254.8k (2024) as targets increased to $300k .
- Retention and transaction economics: Double-trigger CIC protections of 1.5x salary+target bonus, 18 months healthcare, and full equity acceleration create balanced retention incentives while providing meaningful economics in a change‑of‑control scenario; absence of hedging/pledging and presence of clawback policies mitigate key red flags .
- Trading signals: No disclosed CEO equity grants or vesting schedules reduces predictable vest-driven selling pressure for Gerstein; focus shifts to bonus outcomes tied to annual operating performance and any related 8‑K voting outcomes (e.g., director elections) .