Bruce A. Brown
About Bruce A. Brown
Bruce A. Brown, 56, is Chief Legal Officer & Corporate Secretary at Falcon’s Beyond Global (FBYD) since April 2024, after serving as EVP, General Counsel & Corporate Secretary from October 2023 to April 2024. He previously held senior legal roles at Hilton Grand Vacations (SVP, Deputy General Counsel), Tupperware Brands (VP & General Counsel), and Darden Restaurants (VP, Associate General Counsel & Assistant Secretary), with earlier positions at World Kinect, NICE Systems, American Express, GE, and Xerox; he holds a BA and JD from Howard University and serves on the board of Community Legal Services (Orlando) . Company performance during his tenure shows small but rising revenues and continued negative EBITDA: revenue increased from $1.80M (Q2’24) to $4.05M (Q3’25), while EBITDA remained negative (see table below) .
Operating trends over Bruce Brown’s tenure
| Metric | Q2 2024 | Q3 2024 | Q4 2024 | Q1 2025 | Q2 2025 | Q3 2025 |
|---|---|---|---|---|---|---|
| Revenue ($) | 1,798,000 | 2,069,000 | 1,362,000* | 1,708,000 | 2,549,000 | 4,054,000 |
| EBITDA ($) | -3,520,000* | -2,460,000* | -4,569,000* | -4,814,000* | -4,609,000* | -3,526,000* |
| Net Income ($) | 1,234,000 | 5,869,000 | -2,215,000* | -3,615,000* | 11,226,000 | -4,374,000* |
| Values with * retrieved from S&P Global. |
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Falcon’s Beyond Global | Chief Legal Officer & Corporate Secretary | Apr 2024–present | Oversees legal, corporate governance, and SEC compliance . |
| Falcon’s Beyond Global | EVP Legal, General Counsel & Corporate Secretary | Oct 2023–Apr 2024 | Led legal function post-Business Combination . |
| Hilton Grand Vacations | SVP, Deputy General Counsel | Apr 2022–May 2023 | Senior legal leadership at hospitality/ownership company . |
| Tupperware Brands | VP & General Counsel | Jun 2020–Apr 2022 | Chief legal officer for consumer products company . |
| Darden Restaurants | Various roles; most recently VP, Associate GC & Assistant Secretary | Jun 2008–Jun 2020 | Supported governance and corporate legal matters for multi-brand restaurant operator . |
| World Kinect; NICE Systems; American Express; GE; Xerox | Legal/Corporate roles | n/a | Earlier legal and corporate experience as disclosed . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Community Legal Services (Orlando, FL) | Director (non-profit) | n/a | Promotes equal access to justice . |
Fixed Compensation
| Year | Base Salary ($) | All Other Compensation ($) | Notes |
|---|---|---|---|
| 2024 | 303,385 | 19,718 | All other = 401(k) contributions and healthcare benefits . |
Performance Compensation
- The company uses discretionary annual cash bonuses (no disclosed formula or performance metric weightings) for executives other than the Executive Chairman and CEO; in 2024, Mr. Brown received a $93,600 discretionary bonus .
- Equity is delivered in time-vested RSUs; no PSUs or option awards were disclosed for Mr. Brown. RSUs vest over five years: 15%, 17.5%, 20%, 22.5%, and 25% on each anniversary of grant (retention-oriented, not performance-based) .
Annual bonus
| Year | Bonus ($) | Structure | Notes |
|---|---|---|---|
| 2024 | 93,600 | Discretionary (no disclosed metrics/weights) | Awarded for efforts during the company’s first full year as a public company . |
Equity awards summary (RSUs)
| Grant date | Award type | Shares/outstanding (as of 12/31/24) | Grant-date value ($) | Vesting |
|---|---|---|---|---|
| 12/21/2023 | RSUs (“Day 1 Awards”) | 15,300 not vested | n/a | 15%, 17.5%, 20%, 22.5%, 25% annually from grant date . |
| 05/21/2024 | RSUs (“Fiscal 2024 Award”) | 42,000 not vested | n/a | Same 5-year schedule as above . |
| 2024 total (SCT) | Stock awards (aggregate) | — | 372,750 | Total stock award grant-date fair value in SCT . |
Vesting schedule details:
- Day 1 RSUs (12/21/2023): First 15% vested on 12/21/2024; remaining vest per schedule .
- 2024 RSUs (05/21/2024): First 15% on 05/21/2025; remainder per schedule .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 7,794 Class A shares (as of Record Date 6/16/2025); less than 1% ownership . |
| Vested vs unvested | Ownership includes 1,494 shares from 12/21/2023 RSUs that vested on first anniversary; and 6,300 shares from 05/21/2024 grant vesting on first anniversary; not included are up to 15,300 (12/21/2023 grant) and 35,700 (05/21/2024 grant) RSUs that would not vest within 60 days of the (proxy-referenced) date . |
| Options | None disclosed (no options in Outstanding Equity table) . |
| Pledging/Hedging | Company policy prohibits hedging, holding in margin accounts, or pledging company securities by directors and officers . |
| Ownership guidelines | No executive stock ownership guidelines disclosed in the proxy . |
Employment Terms
- Severance and Change-in-Control: None of the named executive officers, including Mr. Brown, has contractual rights to severance or change-in-control benefits; no single/double-trigger acceleration provisions disclosed .
- Clawback policy: Company maintains a Dodd-Frank/Nasdaq-compliant clawback requiring recovery of erroneously awarded incentive compensation after a restatement for the prior three completed fiscal years .
- Indemnification: Standard Delaware-law indemnification and individual indemnification agreements are in place for officers .
- Non-compete/Non-solicit: Not disclosed in the proxy .
Performance & Track Record
- Company metrics during Mr. Brown’s tenure trend modestly higher on revenue with continued negative EBITDA; net income is volatile due to episodic items (e.g., Q2’25 positive net income) (see table in “About” section) .
- Governance signals: The company prohibits hedging/pledging and adopted a compliant clawback; 2025 Audit Committee disclosed a change in auditors and prior going-concern explanatory paragraph by Deloitte (2023 and 2024) .
Board Governance (for directors)
- Not applicable — Mr. Brown is an executive officer, not a director .
Say-on-Pay & Shareholder Feedback
- No say-on-pay proposal was on the 2025 ballot; items voted were one Class II director and auditor ratification, both approved .
- Compensation Committee uses Mercer as independent consultant for peer benchmarking; no peer group roster disclosed .
Insider Selling Pressure and Vesting Overhang
- Upcoming supply is tied to time-based RSU vesting (12/21/2023 and 05/21/2024 grants) that vest over five years; potential selling pressure can occur around vesting dates subject to trading windows/10b5-1 plans .
- Form 4 transaction detail for Mr. Brown was not disclosed in the proxy; available 2025 Rule 144 notices exist for the company but are not attributable to Mr. Brown in the proxy record reviewed .
Compensation Structure Analysis
- Mix tilt: 2024 compensation skews to cash salary plus time-based RSUs (no performance share units), indicating retention emphasis rather than explicit pay-for-performance .
- Bonuses remain discretionary with no disclosed financial metric weightings (no revenue/EBITDA/TSR targets), limiting pay-for-performance alignment transparency .
- No option grants, repricing, or underwater option modifications were disclosed for Mr. Brown .
- Shareholder-friendly features include no severance/CIC protections and a robust clawback; hedging/pledging prohibited .
Investment Implications
- Alignment: Brown’s equity is primarily time-vested RSUs; absence of PSU metrics and disclosed bonus scorecards reduces explicit alignment with financial outcomes. Governance mitigants include a clawback and no severance/CIC protections .
- Retention risk: Five-year vesting schedules across two RSU grants support retention; lack of severance/CIC terms reduces exit costs but may modestly increase executive mobility risk in stress scenarios .
- Trading signals: Multi-year vesting cadence suggests periodic incremental supply as tranches settle; any selling would remain subject to trading windows and plans. With sub-1% ownership, insider-selling from Brown alone is unlikely to be a material overhang absent broader insider activity .
- Execution backdrop: Revenues are growing off a small base; EBITDA remains negative, underscoring a turnaround/execution story where legal/commercial contracting, partner governance, and financing structures remain important aspects of risk oversight under Brown’s remit .