Elisabeth Vanzura
About Elisabeth Vanzura
Elisabeth Vanzura, age 60, is Solo Brands’ Interim Chief Marketing Officer (since March 2025) and a Class I Director (appointed January 22, 2025; nominated for a term through the 2028 AGM) with a background in brand strategy and automotive marketing; she holds a B.S. in Mechanical Engineering (Kettering/GM Institute) and an MBA from Harvard Business School . While serving as an interim executive, she is not considered an independent director under NYSE rules .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| GAI Insights | Co‑founder | 2023–present | Advisory on generative AI strategies for companies |
| Conductor Productions | Head of Brand Strategy, Client Lead, Executive Producer | Mar 2020–Jun 2023 | Led broadcast/digital content and brand strategy for clients |
| Rangoon Ruby | Chief Marketing Officer | Jul 2018–Aug 2019 | Led marketing for restaurant chain |
| Wahlburgers & Alma Nove; MMB Advertising; General Motors; Volkswagen of America | Senior marketing roles | n/a | Enterprise and brand marketing leadership roles |
External Roles
No additional public company directorships disclosed in Solo Brands filings for Ms. Vanzura .
Board Governance
- Board service: Appointed as Class I director on January 22, 2025; nominated for election at the 2025 AGM to a term ending at the 2028 AGM .
- Committees: Appointed to the Nominating & Corporate Governance Committee upon joining the board (Jan 22, 2025) . As of the 2025 proxy record date, the Nominating & Corporate Governance Committee members were Matthew Guy‑Hamilton (Chair) and Andrea K. Tarbox, consistent with independence requirements while Ms. Vanzura serves as an interim executive .
- Independence and dual-role implications: Not independent while serving as Interim CMO; dual role concentrates influence and requires careful committee composition and executive session practices to maintain governance safeguards .
Fixed Compensation
Executive and director compensation terms disclosed to date:
| Component | Amount/Terms |
|---|---|
| Executive base salary | $400,000 per year (offer letter for Chief Marketing Officer – Solo Stove; start June 23, 2025) |
| Executive target annual bonus | 50% of base salary; 2025 bonus pro‑rated from start date; based on company performance |
| Non‑employee director annual cash retainer | $60,000 (board) |
| Non‑employee director committee cash retainer | $7,500 (Nominating & Corporate Governance Committee member) |
Notes: Employees typically do not receive non‑employee director retainers; committee rosters reflect independence while she is an interim executive .
Performance Compensation
| Incentive | Metric/Weighting | Target/Opportunity | Payout mechanics | Vesting/Timing |
|---|---|---|---|---|
| Executive annual bonus | Company performance (specific metrics not disclosed) | 50% of base salary (pro‑rated in 2025) | Based on actual performance; paid on regular cycle | Applies to service from executive start date |
| Director annual equity | Service-based RSUs (time‑based) | $160,000 grant-date fair value each annual meeting; initial grant pro‑rated to next AGM | Service‑based; no performance linkage | Vests on the earlier of the day before next AGM or first anniversary of grant, subject to service |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 56,721 shares of Class A common stock underlying RSUs that will vest within 60 days of March 27, 2025 (less than 1% ownership) |
| Director equity program | Annual RSU grant sized at $160,000; initial RSU grant pro‑rated to next AGM; service‑based vesting |
| Hedging policy | Company prohibits directors/officers/employees (and controlled entities) from hedging Company stock (e.g., prepaid forwards, swaps, collars, exchange funds) |
| Pledging | No explicit pledging prohibition disclosed in cited policy; no pledging by Ms. Vanzura disclosed |
| Ownership guidelines | No stock ownership guideline for directors/executives disclosed in the 2024/2025 proxy excerpts; not determinable from available filings – |
Employment Terms
| Term | Provision |
|---|---|
| Role and start | Chief Marketing Officer – Solo Stove; start June 23, 2025 (full‑time), reporting to CEO |
| Severance (without cause) | 12 months of base salary; COBRA premium support (employee rate plus 2% admin surcharge) during severance period, subject to release |
| Change in control (single‑trigger equity) | Upon a Change in Control (as defined in 2021 Incentive Award Plan), the next 12 months of unvested RSUs from the CIC date vest immediately, regardless of continued employment |
| CIC termination (double‑trigger cash) | If terminated without cause or resigns for good reason within 24 months post‑CIC: pro‑rated target annual bonus for year of termination, based on actual performance; paid on regular cycle |
| Clawback | Company maintains a policy for recovery of erroneously awarded compensation (filed as Exhibit 97.1) |
Director Compensation (structure and 2024 board year reference)
| Element | Amount/Terms |
|---|---|
| Annual cash retainers | Board $60,000; N&CG member $7,500 (policy as updated mid/late‑2024) |
| Annual RSU grant | $160,000 grant-date fair value (lead independent director: $190,000); initial prorated RSU for off‑cycle appointments |
| Director RSU vesting | Vests on earlier of day before next AGM or first anniversary of grant; accelerates on change in control |
Risk Indicators & Red Flags
- Dual role/independence: Ms. Vanzura’s interim executive role renders her non‑independent, raising standard governance considerations around committee composition and oversight; committee rosters reflect independence compliance .
- Equity overhang/pressure: Beneficial ownership is primarily unvested RSUs; time‑based vesting into the next AGM (the RSUs vest within 60 days of March 27, 2025), which can modestly add near‑term selling capacity post‑vesting; no insider sales disclosed here .
- Policy protections: Anti‑hedging policy in place and an adopted clawback policy reduce misalignment and misconduct risk .
Investment Implications
- Pay alignment and retention: As an executive, Ms. Vanzura’s $400k salary with a 50% bonus target is modest versus typical CMO pay, with CIC protection limited to 12 months of RSU acceleration; this mix is retention‑supportive but not overly dilutive, and incentives are tied to company performance (specific metrics not disclosed) .
- Selling pressure: Director RSUs vest shortly after record date (56,721 shares within 60 days of March 27, 2025), which can create limited, episodic selling capacity but is small relative to float; hedging is prohibited, and no pledging is disclosed .
- Governance quality: Independence is appropriately flagged while she is an interim officer; committee assignments and independence disclosures indicate the board is managing dual‑role risks per NYSE standards .
- Catalyst focus: As Interim CMO turned CMO (business‑unit level), execution upside will hinge on marketing ROI and brand momentum; however, no specific performance metrics (revenue/EBITDA/TSR) are tied to her equity in public disclosures, limiting direct pay‑for‑performance visibility at this time .
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