Jeffrey Kuo
About Jeffrey Kuo
Jeffrey Kuo, age 49, is Chief Financial Officer of Brilliant Earth Group, Inc. (since formation) and CFO of Brilliant Earth, LLC since March 2020; he joined Brilliant Earth in 2015 after founding Xetum LLC and previously working at Bain & Company . Education: BA in Biochemical Sciences (Harvard) and MBA (Stanford GSB) . The proxy does not disclose individual executive TSR or company revenue/EBITDA performance tied specifically to Kuo; compensation outcomes reflect Company financial metrics, individual goals, and CSR goals for 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Brilliant Earth Group, Inc. | Chief Financial Officer | Since formation (2021–present) | Public company CFO; oversight of finance, capital markets, governance processes |
| Brilliant Earth, LLC | Chief Financial Officer | Mar 2020–present | Led finance through growth and IPO structure; equity plan administration |
| Brilliant Earth, LLC | VP Technology; VP Finance & Technology | 2015–Mar 2020 (titles not dated individually) | Built finance/technology capabilities supporting omnichannel expansion |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Xetum LLC | Founder, President & Manager | Not disclosed | Built consumer brand operations; relevant to merchandising and operations |
| Bain & Company | Management Consultant | Not disclosed | Strategy and operational improvement background |
Fixed Compensation
| Year | Base Salary ($) | Notes |
|---|---|---|
| 2024 | 446,154 | Base increased from $430,000 to $450,000 in early 2024; table shows amount paid during year |
| 2023 | 419,423 | Amount paid during year |
| Year | All Other Compensation ($) | Components |
|---|---|---|
| 2024 | 34,361 | Includes $13,800 401(k) match and $20,561 self-employment tax gross-up related to LLC membership |
| 2023 | 32,112 | Includes 401(k) match; proxy notes gross-ups for LLC members in 2024 context |
Performance Compensation
| Year | Bonus Target ($) | Bonus Target (% of Base) | Actual Bonus Paid ($) | Performance Metrics | Notes |
|---|---|---|---|---|---|
| 2024 | 225,000 | 50% (225,000 ÷ 450,000) | 198,400 | Company financial metrics; individual goals; CSR goals (weights not disclosed) | Payout approved Feb 2025 |
| 2023 | Not disclosed | Not disclosed | 150,300 | Not disclosed | Payout reflected in summary table |
| Equity Type | Grant Date | Grant Size (Shares) | Grant Date Fair Value ($) | Vesting | Notes |
|---|---|---|---|---|---|
| RSU | Mar 2024 (vesting commencement 2/15/2024) | 200,668 | 577,924 | 25% on 2/15/2025; then 1/16 quarterly thereafter until fully vested, subject to service | Standard time-based RSUs under 2021 Plan |
| RSU | Feb 2023 (vesting commencement 2/15/2023) | 115,438 unvested as of 12/31/2024 | Not separately disclosed | Same schedule: 25% at first anniversary, then 1/16 quarterly | Remaining unvested balance |
| RSU | Feb 2022 (vesting commencement 2/15/2022) | 27,413 unvested as of 12/31/2024 | Not separately disclosed | Same schedule | Remaining unvested balance |
| RSU | Aug 2022 (vesting commencement 8/15/2022) | 13,926 unvested as of 12/31/2024 | Not separately disclosed | Same schedule | Remaining unvested balance |
| Stock Options | 9/22/2021 | 45,353 exercisable; 9,112 exercisable (two grants) | N/A | Strike $12.00; expire 9/22/2031 | 54,465 options exercisable within 60 days of 4/22/2025 |
2024 Equity policy notes: Company has not granted stock options since 2021; equity award timing avoids MNPI issues .
2024 RSU Vesting Schedule (Insider selling pressure)
| Vest Date | Shares Vesting (RSU 2024 grant) |
|---|---|
| 2/15/2025 | 50,167 (25% of 200,668) |
| 5/15/2025 | 12,542 (1/16 of grant) |
| 8/15/2025 | 12,542 |
| 11/15/2025 | 12,542 |
Note: Quarterly vesting continues thereafter on the same cadence until the award fully vests, subject to continued service .
Equity Ownership & Alignment
| Security | Beneficial Ownership (Shares) | % of Class | Notes |
|---|---|---|---|
| Class A | 250,305 | 1.7% | Includes 54,465 options exercisable within 60 days of 4/22/2025 |
| Class B | 908,678 | 2.5% | Includes shares held via Alpha Echo and Beta Echo Family Protection Trusts, for which Kuo is trustee |
| Combined Voting Power | — | <1% | Class C carries 10 votes/share; founders control via Just Rocks |
- Unvested RSUs at 12/31/2024: 200,668 (2024 grant), 115,438 (2023 grant), 27,413 (Feb 2022 grant), 13,926 (Aug 2022 grant) .
- Anti-hedging/pledging: Company prohibits hedging and pledging of Company stock, as well as short sales and derivatives; applies to officers and entities they control .
- Ownership guidelines: Not disclosed in proxy. Compliance status not disclosed.
Employment Terms
| Provision | Terms |
|---|---|
| Employment Agreement | Executed May 10, 2023; at-will; base salary; annual cash bonus eligibility based on Company financial metrics set by Board/Comp Committee; participation in benefit plans . |
| Severance (no CIC) | If terminated without cause or for good reason: 6 months’ base salary and 6 months’ Company-paid healthcare coverage (CEO has larger multiple) . |
| Change-in-Control (double trigger) | If termination without cause or for good reason occurs within 3 months before to 12 months after a CIC: cash equal to base salary + target bonus (CEO 1.5x that sum), 12 months’ healthcare (CEO 18 months), and full acceleration of all outstanding equity awards; subject to release of claims . |
| Clawback Policy | Compliant with Nasdaq Rule 10D-1; recovery of erroneously awarded compensation on financial restatement; administered by Comp Committee . |
| Insider Trading Policy | Company policy governs executive trading; prohibits hedging, pledging, margin purchases; filed as Exhibit 19.1 to 2024 Form 10-K . |
| Non-compete / Non-solicit | Not disclosed. |
| Garden leave / Consulting | Not disclosed. |
Compensation Structure Analysis
- Cash vs equity mix: 2024 total comp $1,256,839 with $577,924 RSU fair value and $198,400 cash bonus, indicating meaningful equity emphasis alongside fixed pay; 2023 RSU value was higher ($1,026,115) with lower bonus ($150,300) .
- Shift in instruments: No new options granted since 2021; 2024 awards are RSUs, which are lower risk than options and create steady selling pressure upon vesting .
- Guaranteed vs at-risk pay: Base increase from $430k to $450k in early 2024; bonus contingent on financial and CSR/individual goals; exact metric weights not disclosed .
- Tax gross-ups: 2024 includes self-employment tax gross-up ($20,561) due to LLC member status; shareholder-unfriendly feature mitigated by structural reasons tied to Up-C .
Related Party Transactions
- Tax Receivable Agreement (TRA): Kuo is a “Continuing Equity Owner” party to the TRA; Company pays 85% of realized tax benefits from basis step-ups/redemptions/exchanges to Continuing Equity Owners .
- Registration Rights: As a holder, Kuo has customary demand/piggyback rights associated with exchange/redemption of LLC Interests into Class A/D shares .
Investment Implications
- Alignment: Material unvested RSUs and direct/indirect holdings support alignment; hedging/pledging prohibited, reducing misalignment risk .
- Selling pressure: Quarterly RSU vesting starting Feb 2025 adds predictable supply; monitor 10b5-1 plans and Form 4s near vest dates for flow into market .
- Retention/transaction readiness: Double-trigger CIC package with full acceleration and cash equal to base + target bonus suggests balanced retention and transaction preparedness; absolute severance multiples are modest vs CEO .
- Governance/Up-C considerations: TRA and Registration Rights create potential cash outflows and liquidity events upon exchanges; combined founder voting control persists via Class C, limiting Kuo’s individual voting influence .
- Pay-for-performance visibility: Bonus tied to financial metrics plus individual/CSR factors, but lack of disclosed weights/targets complicates pay-for-performance assessment; continued reliance on RSUs rather than options indicates lower risk-taking incentives .