Curtiss Bruce
About Curtiss Bruce
Executive Vice President and Chief Financial Officer (effective June 2, 2025). Age 52. Bruce was appointed CFO from Hain Celestial, where he led FP&A and IR; he holds an MBA in Finance & Supply Chain Management from Pennsylvania State University (Altoona) and a B.S. in Accounting from Millersville University . In his early tenure, Honest reaffirmed FY25 guidance (revenue +4% to +6%, Adjusted EBITDA $27–$30M) and delivered its third consecutive quarter of positive net income in Q3 2025; Q3 revenue was $92.6M (down 6.7% YoY) with Adjusted EBITDA $3.5M (down YoY), nine‑month Adjusted EBITDA improved to $18.1M (vs. $17.3M in 9M’24) . As of Q3 2025, Honest had ~$71M cash and no debt, supporting liquidity during the transition .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| The Hain Celestial Group | SVP, Corporate FP&A and Investor Relations | Apr 2023–May 2025 | Built global financial capabilities; implemented automated price-volume-mix analysis and global planning; led IR to strengthen investment community communication . |
| Keurig Dr Pepper | VP Finance, National Accounts / Beverage Concentrate & Warehouse Direct | Jul 2019–Apr 2023 | Led finance with P&L responsibility for businesses managing >$2B top-line revenue . |
| Kellogg (incl. RXBAR) | CFO/SVP Finance (RXBAR); CFO/VP Finance Specialty Channels | Sep 2015–Jul 2019 | Led and supported emerging businesses and large brands across specialty channels . |
| Kraft Heinz | Director of Finance (Philadelphia Cream Cheese), Sr. Director Finance Procurement | Apr 2012–Sep 2015 | Finance leadership across iconic billion‑dollar brands and procurement . |
| Mars Chocolate N.A. | Director of Finance (M&M’s), Director Sales Finance, Finance Manager Supply | Feb 2008–Mar 2012 | Brand finance leadership and sales finance roles . |
| Frito‑Lay (PepsiCo) | Group Manager Finance (Kroger), Selling Expense Manager, Net Sales Manager (Mid‑Atlantic) | Jan 2004–Feb 2008 | Customer/channel finance and regional sales finance leadership . |
External Roles
No public company board or external directorships disclosed in appointment materials; background lists operating roles at consumer companies rather than board service .
Fixed Compensation
| Element | Terms |
|---|---|
| Base salary | $500,000 per year . |
| Target annual bonus | 70% of base salary (Board‑determined corporate and/or individual objectives) . |
| Sign‑on cash bonus | $150,000 cash paid first payroll cycle after start; additional $125,000 retention bonus paid 50% at six months and 50% at 12 months from start (subject to continued employment; after‑tax portions repayable if resign without Good Reason or terminated for Cause within 12 months) . |
| Relocation | $100,000 lump sum if relocating to Southern California within 24 months of start . |
| Legal fee reimbursement | Up to $25,000 for negotiating the agreement . |
| Benefits | Eligible for executive benefit and perquisite programs; at‑will employment . |
Performance Compensation
- Annual bonus metrics: Agreement specifies payout based on “corporate and/or individual objectives and milestones” set by the Board; specific 2025 CFO metric weights/targets not disclosed .
- Company precedent (for FY2024 NEOs): 50% financial (Net Revenue, Adjusted EBITDA) and 50% operating priorities (retail distribution, operational efficiency, innovation pipeline, organizational effectiveness); FY2024 paid at 121.9% of target based on results (context for company incentive design) .
Equity Awards (grants, values, vesting)
| Award | Grant date | Amount | Plan | Vesting |
|---|---|---|---|---|
| Sign‑on RSU grant | Jul 1, 2025 | 202,880 RSUs | 2023 Inducement Plan | 25% vests May 19, 2026; remaining 75% vests 6.25% on each quarterly vesting date thereafter, subject to continued employment . |
| Sign‑on RSU grant (value basis in agreement) | As soon as practicable post‑start | ~$1,000,000 grant‑date value (shares determined by 30‑day trailing average close) | 2023 Inducement Plan | 25% on first quarterly vesting date closest to first anniversary of start; 1/12th of remainder quarterly thereafter, subject to service . |
| Refresh RSU (future) | Q1 2026 (subject to approval/continued employment) | $800,000 grant‑date value (shares determined by 30‑day trailing average close) | 2021 Equity Incentive Plan | 25% on first quarterly vesting date following first anniversary of grant; 1/12th of remainder quarterly thereafter, subject to service . |
Vesting schedule illustration for the inducement grant:
- First vest: May 19, 2026 (25% of 202,880 = 50,720 RSUs), then 6.25% (12,680 RSUs) each quarterly vesting date thereafter, subject to continued service .
Rule 10b5‑1/Trading arrangements:
- Entered Rule 10b5‑1 sell‑to‑cover arrangement on Aug 24, 2025 solely to satisfy tax withholding on RSU vesting; amount of shares sold depends on future prices and tax events .
Equity Ownership & Alignment
| Item | Status |
|---|---|
| Total beneficial ownership | Not reported in March 31, 2025 proxy table (appointment effective June 2, 2025, after the record date) . |
| Vested vs. unvested | 202,880 inducement RSUs unvested as of grant; first vest May 19, 2026; ongoing quarterly vest thereafter, subject to service . |
| Pledging/hedging | Company policy prohibits short sales, margin, pledging, and hedging (puts/calls) by employees and executives . |
| Ownership guidelines | No executive stock ownership multiple disclosed in 2025 proxy . |
| Clawback | Company adopted Dodd‑Frank compliant clawback policy effective Oct 2, 2023; sign‑on cash subject to any recoupment policy . |
Employment Terms
| Term | Details |
|---|---|
| Employment | At‑will; effective June 2, 2025 . |
| Severance (no‑cause or Good Reason) | 12 months base salary (payroll continuation), pro‑rated annual bonus (based on achievement of corporate/individual objectives for the year), and up to 12 months COBRA premiums or taxable cash equivalent; release of claims required . |
| Cause / Good Reason | Cause includes willful material policy breach, injurious conduct, fraud/theft/illegal acts, willful refusal to follow lawful instructions (with cure where applicable). Good Reason includes material duty/title reduction, salary cut >25% (unless broad exec reduction ≤25%), relocation >25 miles, or uncured company breach, with notice/cure procedures . |
| Change‑in‑control (CIC) | No CIC acceleration or CIC‑specific multiples disclosed in the Bruce agreement . |
| Arbitration | Mandatory JAMS arbitration in Los Angeles County; class/representative claims excluded; company pays JAMS fees . |
| IP/Confidentiality | Standard Confidential Information and Invention Assignment Agreement required . |
| Indemnification/D&O | Indemnified to fullest extent under charter/bylaws/Delaware law; insured under D&O policy . |
Performance & Track Record (during/around tenure)
Company results and indicators:
| Metric | Q3 2024 | Q3 2025 |
|---|---|---|
| Revenue ($000s) | 99,237 | 92,571 . |
| Net income ($000s) | 165 | 758 . |
| Adjusted EBITDA ($000s) | 7,079 | 3,523 . |
| Net income margin (%) | 0.2% | 0.8% . |
| Adjusted EBITDA margin (%) | 7.1% | 3.8% . |
| Metric (Year‑to‑date) | 9M 2024 | 9M 2025 |
|---|---|---|
| Revenue ($000s) | 278,503 | 283,280 . |
| Adjusted EBITDA ($000s) | 17,317 | 18,068 . |
Additional context (Q3 2025 press release):
- Cash and cash equivalents: ~$71M; no debt outstanding as of Sept 30, 2025 .
- Guidance: Reaffirmed FY2025 revenue growth +4% to +6% and Adjusted EBITDA $27–$30M (Aug 6, 2025) .
- CFO transition costs included in 2025 non‑GAAP reconciliation (+$1.066M in 9M 2025) .
Compensation Committee & Governance Context
- Compensation Committee members; use of independent consultant: The Committee (independent directors) engaged Semler Brossy to evaluate and refine executive/director compensation, develop peer benchmarking, and align program design with strategy .
- Hedging/pledging prohibition, insider trading policy on file; Dodd‑Frank clawback adopted Oct 2, 2023 .
- 2024 NEO bonus structure: 50% financial (Net Revenue, Adjusted EBITDA), 50% operating priorities; payout at 121.9% of target .
Investment Implications
- Pay-for-performance alignment: Cash comp is modest relative to role (base $500k; 70% target bonus). Equity is primary long‑term incentive via time‑based RSUs; no disclosed PSUs yet. Absent explicit performance‑vesting, alignment depends on share price and sustained service; consider advocating for PSU mix over time .
- Selling pressure/overhang: Inducement grant of 202,880 RSUs vests starting May 2026; Rule 10b5‑1 plan is sell‑to‑cover only, limiting discretionary open‑market selling tied to vest events (reduces perceived overhang) .
- Retention risk: Multi‑component sign‑on (cash and equity) with staggered vesting and 12‑month salary+bonus severance supports near‑term retention; no post‑termination non‑compete disclosed could increase medium‑term mobility if market demand rises .
- Governance safeguards: Prohibitions on pledging/hedging and a formal clawback reduce alignment risks; no CIC acceleration disclosed (shareholder‑friendly) .
- Execution lens: Early tenure coincides with positive net income streak, liquidity strength (no debt, ~$71M cash), but with margin pressure in Q3 2025. CFO’s background in pricing/mix analytics and large‑brand finance suggests focus on margin expansion and operating discipline consistent with company’s “Transformation Pillars” .