Eric Grossberg
About Eric Grossberg
Eric Grossberg is Executive Chairman and a Class II director of Brilliant Earth Group, Inc. (BRLT). He co-founded Brilliant Earth, LLC in 2005, served as co-CEO until March 2021, and has been Executive Chair since formation of the public company; age 48. He holds a BA in Environmental Science & Public Policy from Harvard and an MBA from Stanford GSB . Company performance highlights under current leadership include sustained profitability: Adjusted EBITDA margin of 8.9% in FY2022 and 5.9% in FY2023, with Q1 2025 marking the company’s 15th consecutive profitable quarter as a public company .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Brilliant Earth, LLC | Co-Founder; Co-Chief Executive Officer | 2005–Mar 2021 | Built the brand and omnichannel platform; led scale to IPO |
| Brilliant Earth Group, Inc. | Executive Chairman; Director (Class II) | 2021–present | Board leadership, long-term strategy; separation from CEO role |
External Roles
No external public company or nonprofit board roles are disclosed for Mr. Grossberg in BRLT filings reviewed .
Fixed Compensation
Multi-year executive compensation for Eric Grossberg:
| Metric (USD) | 2021 | 2022 | 2023 |
|---|---|---|---|
| Base Salary | $610,220 | $600,000 | $600,000 |
| Bonus | — | — | — |
| Non-Equity Incentive (Annual Bonus Plan payout) | — | — | $102,500 |
| All Other Compensation | $11,600 | $12,200 | $13,200 |
| Total | $621,820 | $612,200 | $715,700 |
Notes:
- Employment agreement provides target annual cash bonus of 56.25% of base salary beginning January 1, 2022 .
- In 2022, Mr. Grossberg requested not to be included in the bonus program; the Compensation Committee agreed .
Performance Compensation
2023 annual bonus structure and outcome:
| Plan Year | Metric | Weighting | Target | Actual | Payout | Vesting/Timing |
|---|---|---|---|---|---|---|
| 2023 | Financial metrics; ESG goals; individual performance goals | Not disclosed | $150,000 target bonus | Not disclosed | $102,500 approved Feb 2024 | Cash, paid per Compensation Committee action |
Program design references:
- 2023 Bonus Plan: company financial metrics, ESG, and individual goals .
- 2024 Bonus Plan similarly used financial metrics plus individual and corporate social responsibility goals (context for design continuity) .
Company performance context (non-GAAP):
| Period | Adjusted EBITDA ($mm) | Adjusted EBITDA Margin |
|---|---|---|
| FY 2022 | $38.982 | 8.9% |
| FY 2023 | $26.182 | 5.9% |
Equity Ownership & Alignment
| Holder | Security Class | Shares Beneficially Owned | % of Class | Combined Voting Power |
|---|---|---|---|---|
| Eric Grossberg (via Just Rocks, Inc.) | Class C Common | 49,119,976 | 100.0% | 90.7% |
Alignment and risk safeguards:
- Anti-hedging and anti-pledging policy: prohibits short sales, derivatives, hedging, and pledging of Company stock; prohibits margin purchases .
- Clawback policy: adopted per Nasdaq Rule 10D-1; recovery of erroneously awarded compensation upon restatements; administered by Compensation Committee .
- Equity award timing: Company has not granted stock options or option-like instruments since 2021; equity award timing policy to avoid grants around MNPI .
Insider selling pressure indicators:
| Date | Entity | Plan Type | Size | Status |
|---|---|---|---|---|
| Nov 23, 2022 | Just Rocks, Inc. | 10b5-1 Sales Plan | Up to 4,700,000 shares | Terminated Dec 12, 2023 (no sales) |
| Dec 12, 2023 | Just Rocks, Inc. | New 10b5-1 Sales Plan | Up to 700,000 shares | In effect through Nov 15, 2024 unless earlier satisfied/terminated |
| Aug 15, 2025 | Just Rocks, Inc. | New 10b5-1 Sales Plan | Up to 1,500,000 shares | In effect through Jul 17, 2026 unless earlier satisfied/terminated |
Actual Form 4 sales disclosed (historical):
| Date | Shares | Type |
|---|---|---|
| Jan 12–15, 2022 | 302,009 | Sales |
| Feb 14–16, 2022 | 64,657 | Sales |
Offsetting factor:
- Board-approved share repurchase program: $20.0 million through Dec 8, 2026; ~$18.9 million remaining as of Sep 30, 2025 .
Employment Terms
| Term | Detail |
|---|---|
| Employment | At-will; Executive Chairman |
| Target Bonus | 56.25% of base salary (from Jan 1, 2022) |
| Severance (Outside CIC) | 0.5x annual base salary + 6 months COBRA; lump-sum after effective release |
| Severance (During CIC Period) | 1.0x (base salary + target bonus) + 12 months COBRA; full acceleration of all outstanding equity awards; lump-sum after effective release |
| Release Condition | Severance requires timely execution (and non-revocation) of release; timing rules per Section 409A |
Related agreements and potential conflicts:
- Tax Receivable Agreement (TRA): 85% of realized tax benefits paid to Continuing Equity Owners, including Just Rocks, Mr. Grossberg, Ms. Gerstein, CFO, COO, and Mainsail .
- Registration Rights Agreement: demand and piggyback rights for holders including co-founders and Mainsail; enables exchange/redemption of LLC Interests for Class A/D shares or cash .
Board Governance
- Role and independence: Executive Chair; not independent. Board currently does not have a Lead Independent Director; committees are led by independent directors .
- Controlled company: Mainsail and Just Rocks together hold >50% voting power; BRLT qualifies as a “controlled company” under Nasdaq rules and may use governance exemptions (though currently committees are all-independent) .
- Stockholders Agreement: provides board designation rights to Mainsail and Just Rocks; requires a Just Rocks-designated director to be Chairperson of the Board (i.e., Executive Chair) .
- Committee structure and membership (2024): Audit—Chair Jennifer Harris; Compensation—Chair Beth Kaplan; Nominating & Corporate Governance—Chair Ian Bickley; all members independent .
- Board activity and attendance: 5 Board meetings in FY2024; each director attended ≥75% of Board and committee meetings held during their service; six directors attended the 2024 annual meeting .
Director compensation:
- Executive Chair does not receive additional director pay; non-employee director compensation consists of cash retainers and RSU grants per program adopted at IPO .
Investment Implications
- Ownership and control: Grossberg’s shared control of Just Rocks (100% of Class C, 90.7% combined voting power) ensures decisive influence over director elections and strategic direction—positive for continuity, but a governance overhang for minority shareholders under controlled-company exemptions .
- Pay-for-performance: Modest cash pay with limited variable compensation in 2022–2023 (he opted out in 2022; 2023 payout below target), and a formal clawback—signals prudence and alignment, though detailed bonus metric weightings are undisclosed .
- Selling pressure vs buybacks: Rule 10b5-1 plans at Just Rocks allow up to 1.5M shares through mid-2026; this supply could be partially offset by the $20M repurchase program (≈$18.9M remaining as of Q3’25) . Monitor plan executions and repurchase pace for near-term trading impact.
- Change-in-control economics: For Grossberg, CIC terms include 1.0x base+target bonus and full equity acceleration—acceptable versus typical CEO packages and less dilutive; outside CIC severance is only 0.5x base—modest retention risk if market opportunities arise .
- Governance balance: Separation of Chair and CEO roles, independent committee leadership, anti-hedging/pledging policy, and clawbacks are positives; absence of a Lead Independent Director and controlled company status warrant ongoing monitoring, especially around related-party arrangements (TRA and registration rights) .