Sharon Dziesietnik
About Sharon Dziesietnik
Chief Operations Officer (principal operating officer) of Brilliant Earth Group, Inc. since August 25, 2024; previously SVP, Customer Operations and VP, Customer Operations after joining the company in 2012 . Education: BSc in Business Administration (Boston University) and MBA (Tulane University) . Age 39 at appointment (July 30, 2024 Board action; effective Aug 25, 2024) . 2024 annual bonus plan tied payouts to Company financial metrics plus individual goals and corporate social responsibility targets (payout approved Feb 2025) . Anti-hedging and anti-pledging policy in place; Nasdaq-compliant clawback policy adopted .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Brilliant Earth Group, Inc. | Chief Operations Officer (principal operating officer) | Aug 25, 2024 – present | Leads company-wide operations |
| Brilliant Earth Group, Inc. | SVP, Customer Operations | Sep 2021 – Aug 2024 | Oversaw customer operations |
| Brilliant Earth, LLC | SVP, Customer Operations | Mar 2020 – Sep 2021 | Led customer operations at LLC subsidiary |
| Brilliant Earth, LLC | VP, Customer Operations | Mar 2017 – Mar 2020 | Managed customer operations |
| Brilliant Earth, LLC | Management roles | 2012 – 2017 | Various management responsibilities |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Naehas, Inc. | Various management roles | Pre-2012 (prior to joining Brilliant Earth in 2012) | Provider of marketing automation and compliance solutions |
Fixed Compensation
| Item | 2024 | Notes |
|---|---|---|
| Annual Base Salary | $400,000 (annual rate); $391,156 actually paid in 2024 | Base increased to $420,000 effective Aug 25, 2024 upon COO appointment . Summary Compensation Table shows actual 2024 paid base . |
| Target Annual Bonus | $200,000 | Set at COO appointment effective Aug 25, 2024 . |
| Actual Bonus Paid (2024 Plan) | $169,300 (approved Feb 2025) | Plan measured Company financial metrics plus individual and CSR goals . |
| All Other Compensation (2024) | $33,247 | Includes 401(k) match of $13,800 and a $19,447 gross-up related to LLC member tax treatment . |
Performance Compensation
| Metric/Plan Component | Weighting | Target | Actual | Payout | Vesting/Timing |
|---|---|---|---|---|---|
| Company financial metrics (unspecified), individual performance goals, and corporate social responsibility goals (2024 Bonus Plan) | Not disclosed | Not disclosed | Met to level supporting payout | $169,300 cash (approved Feb 2025) | Cash bonus paid after approval; 2025 plan adopted with similar structure |
Equity Awards (Grants and Vesting)
| Grant/Plan | Grant/Start Date | Type | Shares/Units | Grant-Date Fair Value | Vesting Schedule |
|---|---|---|---|---|---|
| 2024 Annual NEO grant under 2021 Plan | Mar 2024 (vesting commences Feb 15, 2025) | RSU | 167,224 | $481,605 (2024 SCT) | 25% on Feb 15, 2025; 1/16 quarterly thereafter, subject to service |
| Outstanding award (2023) | Vesting commencement Feb 15, 2023 | RSU | 73,461 | N/A | 25% on first anniversary; 1/16 quarterly thereafter, subject to service |
| Outstanding award (Aug 2022) | Vesting commencement Aug 15, 2022 | RSU | 11,605 | N/A | 25% on first anniversary; 1/16 quarterly thereafter, subject to service |
| Outstanding award (Feb 2022) | Vesting commencement Feb 15, 2022 | RSU | 22,844 | N/A | 25% on first anniversary; 1/16 quarterly thereafter, subject to service |
| Legacy options (IPO-era) | 9/22/2021 | Options | 10,594; 402; 22,677 (all exercisable) | N/A | Strike $12.00; expire 9/22/2031 . Proxy valued RSUs using $2.10 share price at 12/31/24 (options appear out-of-the-money at that date) . |
Equity Ownership & Alignment
- Insider trading/pledging policies: Company prohibits short sales, hedging, pledging, and margin purchases of Company stock by directors/officers/employees; Nasdaq-compliant clawback policy adopted .
- Rule 10b5-1 trading arrangements: Adopted plan on Sep 12, 2024 to sell up to 44,524 shares through Aug 30, 2025; terminated Aug 13, 2025; adopted new plan Aug 14, 2025 to sell up to 49,128 shares through Aug 30, 2026 .
- Related party transactions: None for Ms. Dziesietnik per 8-K appointment disclosure .
Ownership detail over time:
| As-of Document (Period) | Class A Shares | % Class A | Class B Shares | % Class B | Notes |
|---|---|---|---|---|---|
| S-3 selling shareholders (filed Sep 8, 2025; Q2 2025) | 680,991 | 4% | 454,438 | 1% | Table also shows potential maximum to be offered 340,496 Class A; after-offering figures shown; “Less than 1%” marked with asterisk for combined calc where applicable . |
| PRE 14C (filed Oct 30, 2025; Q3 2025) | 260,583 | 1.7% | 454,438 | 1.3% | Percentages per filing; combined voting power not individually reported for her line . |
Vested vs unvested (as of 12/31/2024):
- Unvested RSUs: 167,224 (2024), 73,461 (2023), 11,605 (Aug 2022), 22,844 (Feb 2022) .
- Options: 10,594; 402; 22,677 exercisable at $12.00 expiring 9/22/2031 .
Employment Terms
- Appointment and contract: Appointed COO effective Aug 25, 2024; base increased to $420,000 and target bonus to $200,000 at that time; standard D&O indemnification agreement executed . Employment agreement effective Aug 25, 2024 (at-will) .
- Severance (outside change in control): If terminated without cause or resigns for good reason, 6 months’ base salary and 6 months’ Company-paid COBRA .
- Change in control (double-trigger): If such termination occurs from 3 months before to 12 months after a change-in-control, benefits are 1x (base salary + target bonus), 12 months’ COBRA, and full acceleration of all equity awards, subject to release of claims .
- Non-solicit: One-year post-termination non-solicitation of Company employees/consultants (limited exceptions for general ads) .
- Proprietary info and inventions agreement: Continues in force; reaffirmed in employment agreement .
- Arbitration: JAMS arbitration in San Francisco; FAA governs arbitration clause; fee-shifting to prevailing party; injunctive relief for violations of confidentiality/non-solicit provisions .
- Clawback and award timing: Nasdaq Rule 10D-1 compliant clawback policy; no option grants since 2021; equity award timing avoids MNPI concerns .
Investment Implications
- Alignment and retention: Large unvested RSU overhang (notably 167,224 RSUs from 2024 grant with a multi-year vest) creates meaningful retention tether; legacy options struck at $12 appear out-of-the-money at 12/31/24 ($2.10 reference price used for valuation), limiting near-term option exercise overhang . Anti-hedging/anti-pledging strengthens shareholder alignment .
- Selling pressure signals: Rule 10b5-1 plans contemplate orderly sales tied to RSU vesting (up to 44,524 shares through Aug 2025, replaced with up to 49,128 through Aug 2026), indicating predictable supply rather than discretionary selling; monitor executions around quarterly vest dates .
- Pay-for-performance: 2024 bonus plan linked to Company financial metrics plus individual and CSR goals; $169,300 paid vs $200,000 target suggests partial attainment and use of structured, multi-factor evaluation; no metric-specific weights disclosed, limiting external assessment precision .
- Downside/CIC risk: Severance outside CIC is modest (0.5x base + 6 months COBRA), while CIC double-trigger provides 1x base + target bonus and full vest acceleration, which could accelerate supply in a sale scenario but also supports management continuity through a transaction window .
No family relationships or related-party transactions for her appointment; standard indemnification and at-will status mitigate governance concerns .
Appendix: Summary Compensation (2024)
| Year | Salary ($) | Stock Awards ($) | Non-Equity Incentive ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|
| 2024 | 391,156 | 481,605 | 169,300 | 33,247 (includes $13,800 401(k) match and $19,447 tax gross-up) | 1,075,308 |