Brian Quinn
About Brian Quinn
Brian Quinn (age 56) was appointed as an independent director of Rocky Mountain Chocolate Factory (RMCF) on March 12, 2025. He serves as Chief Development Officer (CDO) of Sonesta International Hotels (since 2021), where he helped expand the footprint from fewer than 100 locations to over 1,000 and led the Red Lion Hotels acquisition; he holds a BBA (University of South Florida) and an MBA (Saint Leo University) . At RMCF, Quinn serves on all three standing committees and chairs the Nominating & Corporate Governance Committee (NCGC) .
Past Roles
| Organization | Role | Tenure/Timing | Committees/Impact |
|---|---|---|---|
| Sonesta International Hotels | Chief Development Officer | Since 2021 | Led expansion from <100 to >1,000 locations; drove $100M Red Lion Hotels acquisition; launched/rehabilitated brand portfolio and franchising initiative |
| Choice Hotels International | Senior leadership roles (franchise development/brand strategy) | Not disclosed | Franchise network development and revenue growth focus |
| Red Lion Hotels | Senior leadership roles | Not disclosed | Franchise development and business transformation |
| InterContinental Hotels Group | Senior leadership roles | Not disclosed | Franchise and operational transformation roles |
External Roles
| Organization | Role | Public/Private/Non-Profit | Notes |
|---|---|---|---|
| American Hotel & Lodging Foundation | Board Member | Non-profit | Industry foundation governance role |
| Penn State University’s Hospitality Program | Board Member | Academic | Advisory governance role |
Board Governance
- Committee assignments: Audit Committee (member); Compensation Committee (member); Nominating & Corporate Governance Committee (chair) .
- Independence: Board determined Quinn is independent under Nasdaq rules; Audit and Compensation Committees comprised solely of independent directors .
- Attendance: In FY2025 the Board met 20 times and all directors met at least 75% attendance; Quinn joined in March 2025 (after FY2025 year-end) .
- Board leadership: Melvin (Mel) Keating serves as Chairperson of the Board (independent) .
- Executive sessions: Independent directors hold executive sessions at each regularly scheduled Board meeting .
- Audit Committee financial expert: Mel Keating qualifies as audit committee financial expert; Quinn is not designated as the financial expert .
- Indemnification: Quinn entered the Company’s standard director indemnification agreement with expense advancement to the fullest extent permitted by law .
Fixed Compensation
| Component | Policy Detail | Amount/Frequency | Notes |
|---|---|---|---|
| Annual cash retainer (non-employee director) | Standard program | $32,000 per year ($8,000 quarterly) | 8-K appointment refers to $32,000 annual cash retainer |
| Board Chair additional retainer | Standard program | $5,000 quarterly | Not applicable to Quinn |
| Committee Chair retainer | Standard program | $2,500 quarterly per chair role | Quinn chairs NCGC |
| Annual equity award (RSUs) | Standard program | $40,000 grant on Nov 30 using 10-day VWAP; 25% vests at grant, remainder vests in equal quarterly installments over 12 months | Director stock ownership guideline: 3x annual cash retainer within 5 years |
| Initial appointment equity terms | Appointment-specific | $40,000 RSUs (pro-rated in first year) based on 20-day VWAP; vests 25% at grant, then equal quarterly installments; service-based | Applies to Quinn’s 2025 entry year |
| Brian Quinn – FY2025 Director Compensation | Amount ($) | Source |
|---|---|---|
| Fees earned or paid in cash | 15,200 | |
| Stock awards (grant-date fair value, ASC 718) | 14,086 | |
| Total | 29,286 |
Director pay structure is predominantly fixed cash plus time-vesting RSUs; no options are disclosed for directors. Hedging/short sales/margin/pledging are prohibited by policy .
Performance Compensation
- Non-employee directors do not have performance-based metrics in their pay; equity is time-vested RSUs (25% at grant, remainder quarterly) .
- Clawback: The Company adopted a non-discretionary clawback policy in November 2023 (SEC/Nasdaq compliant) focused on executive incentive-based compensation upon accounting restatements; no director performance metrics to claw back are disclosed .
Other Directorships & Interlocks
| Category | Entity | Role | Interlock/Conflict Notes |
|---|---|---|---|
| Public company boards | None disclosed | — | No other public company directorships disclosed for Quinn |
| Non-profit/academic boards | American Hotel & Lodging Foundation | Board Member | Industry involvement; no related-party transactions disclosed |
| Non-profit/academic boards | Penn State University’s Hospitality Program | Board Member | Academic governance; no related-party transactions disclosed |
| Compensation Committee interlocks | Company disclosure | — | No interlocks or insider participation by Quinn; committee composed of independent directors |
Expertise & Qualifications
- Franchising and development: Led large-scale franchise expansion and brand portfolio growth at Sonesta; relevant to RMCF’s franchise strategy .
- Brand and operational strategy: Experience across Choice, Red Lion, and IHG .
- Governance: Chairs NCGC; serves on Audit and Compensation Committees .
- Education: BBA (University of South Florida), MBA (Saint Leo University) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Brian Quinn | 11,091 | <1% | As of May 30, 2025; per beneficial ownership table |
| Ownership guidelines | 3x annual cash retainer | — | 5-year compliance window from appointment/adoption date |
| Hedging/pledging | Prohibited | — | No hedging, pledging, margin, or short sales permitted by policy |
Compliance status with ownership guidelines for Quinn is not disclosed; as a 2025 appointee, he is within the 5-year compliance window .
Insider Trading Activity
| Item | Status | Source |
|---|---|---|
| Section 16(a) compliance issues for Quinn in FY2025 | No delinquent filings noted in proxy’s Section 16(a) review |
Governance Assessment
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Strengths
- Independent director with directly relevant franchising and brand development expertise; chairs NCGC and serves on Audit and Compensation, signaling board reliance on his governance judgment .
- Clear independence determination and absence of related-party transactions with RMCF; broad prohibition on hedging/pledging supports alignment .
- Director compensation uses modest cash retainer and time-vested RSUs, aligning with shareholder interests without risk-seeking incentives .
-
Watch items
- Board independence is 3 of 5 directors; not specific to Quinn but relevant to overall governance context .
- Company has related-party arrangements with other directors (e.g., debt facility affiliated with director Craig; equity issuance to directors), underscoring the importance of independent committee oversight where Quinn participates/chairs .
- Attendance data for Quinn is not yet available due to appointment timing; monitor future proxies for attendance and engagement metrics .
-
RED FLAGS (none specific to Quinn)
- No Quinn-related related-party transactions under Item 404(a) and no disclosed legal proceedings; no evidence of stock pledging/hedging permitted under policy .