George R. Bracken
NATIONAL BEVERAGEAbout George R. Bracken
George R. Bracken, age 80, serves as Executive Vice President – Finance and Principal Financial Officer of National Beverage Corp. (FIZZ), a position he has held since July 2012; he previously served as Senior Vice President – Finance (2000–2012) and Vice President & Treasurer (1996–2000). His services have been provided to the company via Corporate Management Advisors, Inc. (CMA) since 1992, and he certifies the company’s 10-K under Sarbanes-Oxley Sections 302 and 906 . Company performance in FY2023–FY2025 shows net sales rising from $1,172.9 million to $1,201.4 million and net income rising from $142.2 million to $186.8 million; company TSR value of an initial fixed $100 investment was $206.5 (2023), $196.6 (2024), and $208.7 (2025) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| National Beverage Corp. | Executive Vice President – Finance (Principal Financial Officer) | 2012–present | Principal Financial Officer; SOX 302/906 certifications on FY2025 10-K |
| National Beverage Corp. | Senior Vice President – Finance | 2000–2012 | Led finance through growth of Power+ brands (company context in filings) |
| National Beverage Corp. | Vice President & Treasurer | 1996–2000 | Corporate treasury leadership |
| NewBevCo, Inc. (subsidiary) | Vice President (signatory) | 2025 | Executed Sixth Amendment to Credit Agreement with Comerica; ratified guaranties across subsidiaries |
External Roles
No external directorships or public-company boards disclosed in SEC filings .
Fixed Compensation
Bracken does not receive direct base salary or cash bonus from National Beverage; his cash compensation is paid by CMA and is included within the company’s “Management Fee Plus All Other Compensation” presentation, per SEC-requested format .
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Base salary ($) | — | — | — |
| Target bonus (%) | — | — | — |
| Actual bonus paid ($) | — | — | — |
| GAAP option expense ($) | $47,412 | $47,412 | $47,400 |
| Management Fee Plus All Other Compensation ($) | $969,176 | $1,006,511 | $1,055,783 |
| SEC Total ($) | $921,764 | $959,099 | $1,008,383 |
Notes:
- “—” indicates no direct cash salary/bonus paid by the company; services provided via CMA and reported per SEC formatting .
Performance Compensation
Incentives for Bracken are primarily stock options under the Special Stock Option Plan; the company operates long-term equity programs (Omnibus Plan, Special Stock Option Plan, KEEP Program), though Bracken’s disclosed outstanding awards relate to the Special Stock Option Plan .
| Incentive Type | Metric | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|---|
| Special Stock Option Plan (Options) | Long-term company performance; ownership levels influence exercise price reduction | Discretionary (committee) | Not formulaic; no predefined written plan for acceleration | No grants in FY2023–FY2025; GAAP expense recognized annually | 10-year term; vest in ~16-month intervals; full vest 64–104 months; exercise price can reduce to 7–50% of initial grant with ownership/performance; acceleration at committee discretion |
| Annual Cash Bonus | Not applicable to Bracken (no direct cash compensation from company) | — | — | — | — |
| KEEP Program (Options tied to open-market share purchases) | Participant share purchases (50% option match, price reduces to par over 6 years) | Not applicable to Bracken (no KEEP options disclosed) | — | — | 6-year vest; forfeiture if shares sold |
Equity Ownership & Alignment
| Metric | As of Aug 19, 2024 (Record Date) | As of Aug 18, 2025 (Record Date) |
|---|---|---|
| Total beneficial ownership (shares) | 317,156 | 318,956 |
| Shares held via George R. Bracken Trust (revocable) | 313,796 | 313,796 |
| Options exercisable (currently) | 3,360 | 5,160 |
| Ownership as % of shares outstanding | Less than 1% (*) | Less than 1% (*) |
| Shares pledged as collateral | Prohibited by policy (anti-hedging/pledging) | |
| Hedging of company stock | Prohibited by policy | |
| Stock ownership guidelines | Not disclosed in filings |
Options detail and vesting:
| Option Detail | FY 2024 | FY 2025 |
|---|---|---|
| Exercisable (#) | 3,360 | 5,160 |
| Unexercisable (#) | 8,640 | 6,840 |
| Exercise Price ($) | $21.83 (Special Option Plan) | $17.49 (Special Option Plan) |
| Expiration | 10/1/2030 | 10/1/2030 |
Option exercises and insider activity:
- Options exercised in FY2024: 30,000 shares; value realized $1,351,650 .
- No stock options exercised in FY2025 .
- No Rule 10b5-1 or non-Rule 10b5-1 trading arrangements adopted/modified/terminated by Section 16 officers during FY2025 .
- Section 16 compliance noted (no filing issues for Bracken) .
Employment Terms
| Provision | Disclosure |
|---|---|
| Employment agreements | Company does not typically enter into formal employment, change-in-control, severance or similar agreements with executive officers |
| Change-in-control | Unvested options fully vest upon change of control (or if equivalent options are not provided post-merger); unvested option values: $187,747 (as of 4/27/2024) and $175,104 (as of 5/3/2025) |
| Severance | May be paid at company discretion based on service/role/responsibility and circumstances; no fixed formula |
| Clawback | 2023 adoption aligned with Dodd-Frank; restatement triggers recoupment of incentive-based pay over prior three completed fiscal years |
| Perquisites | Car allowance disclosed for other execs; CMA and company jointly own aircraft, with average annual operating costs of ~$0.9–$1.1 million over recent years (corporate cost context) |
Performance & Track Record
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Net Sales ($ in thousands) | $1,172,932 | $1,191,694 | $1,201,354 |
| Net Income ($ in thousands) | $142,164 | $176,732 | $186,821 |
| Value of Initial Fixed $100 TSR | $206.5 | $196.6 | $208.7 |
Additional context:
- The company paid a special cash dividend of $304.1 million ($3.25/share) on July 24, 2024 .
- CMA management fees are equal to 1% of consolidated net sales; fees were $11.7m (FY2023), $11.9m (FY2024), and $12.0m (FY2025) .
- Say-on-pay: 80% approval at 2023 annual meeting; next advisory vote scheduled for 2026 .
Compensation Structure Analysis
- Alignment: Bracken’s direct cash compensation is paid via CMA, with equity incentives the primary company-delivered performance pay (no new option grants in FY2023–FY2025; GAAP option expense recognized annually) .
- Risk/Retention: Special Option Plan’s long vesting intervals (64–104 months) and exercise price reductions tied to ownership levels promote retention and long-term alignment; acceleration is at committee discretion, with no accelerations in past three fiscal years .
- Safeguards: Anti-hedging/pledging policy, SOX certifications, and clawback policy reduce governance risk .
Say-on-Pay & Shareholder Feedback
- Advisory vote: 80% approval at 2023 annual meeting; triennial cadence with next vote in 2026 .
Investment Implications
- Compensation alignment: Bracken’s equity-centric incentives, long vesting schedules, anti-hedging/pledging policy, and clawback framework support alignment with long-term shareholder value; absence of formulaic bonus metrics suggests discretion but is balanced by restricted option acceleration and SOX oversight .
- Insider supply risk: No option exercises in FY2025 following a sizable FY2024 exercise (30,000 shares), and no 10b5-1 plans adopted/modified/terminated in FY2025; net effect suggests limited near-term selling pressure, though future vesting could add supply .
- Change-of-control economics: Automatic vesting of unvested options with modest disclosed values ($175k–$188k) implies manageable dilution/expense in a transaction scenario .
- Execution track record: Rising net income and favorable TSR vs peer trends over the last three years reinforce management credibility, though the discretionary nature of cash bonuses and CMA structure can complicate pay-for-performance benchmarking .