Carrie Cass
About Carrie Cass
Carrie Cass is Chief Financial Officer of Rocky Mountain Chocolate Factory (RMCF), joining in August 2024; she is age 60 and a certified public accountant with a B.S. in Business Administration and Accounting from California State University, Northridge . On recent earnings calls she is identified as Corporate Secretary & CFO, and has discussed operational progress, factory efficiencies and margin dynamics amidst cocoa price hedging and cost trends . The company’s incentive design for executives emphasizes revenue growth, EBITDA achievement, franchise store expansion, and ultimately total shareholder return (TSR) as value creation metrics, with a majority of LTIP performance-based over a multi-year period .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Multimedia agency (name not disclosed) | Chief Executive Officer | Not disclosed | Oversaw business goals, growth, and profitability |
| Aerospace research & development company (name not disclosed) | Chief Financial Officer | Not disclosed | Led finance after leaving public accounting |
| Public accounting (firm not disclosed) | Accountant/CPA | Not disclosed | Foundation in financial reporting and controls |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| None disclosed | — | — | No public company directorships or external board roles disclosed for Cass |
Fixed Compensation
| Component | FY 2025 Amount/Term | Notes |
|---|---|---|
| Annual base salary | $200,000 (offer letter) | CFO since Aug 2024 |
| Target annual cash bonus | Up to 50% of base salary | Prorated for days served in FY if applicable |
| Actual bonus paid (FY 2025) | $0 | No bonus recorded in Summary Compensation Table |
| Benefits | Health/welfare benefits; 401(k) match 25% up to 6% of compensation (same as other salaried employees) | Company-wide benefits program |
| Summary Compensation Table salary (FY 2025) | $115,385 | Reflects partial year service in FY 2025 |
Performance Compensation
| Award/Plan | Grant Date | Grant Value | Structure | Metrics/Targets | Payout/Vesting |
|---|---|---|---|---|---|
| Restricted Stock Units (RSUs) | 8/5/2024 | ~$140,000 grant date fair value | 60% performance-based; 40% time-based; under 2024 Omnibus Incentive Plan | Executives incentivized on revenue growth, EBITDA achievement, franchise store count, and TSR; majority of LTIP performance-based over ~3 years | Performance and time-based vesting per plan terms; specific tranche dates not disclosed |
| Stock Options | — | — | None granted to Cass (no options outstanding) | — | — |
Notes:
- Company highlights non-discretionary incentives, formulaic annual cash incentives, and double-trigger change-in-control provisions .
- Equity award timing avoids material nonpublic information windows; no option grants to executives during blackout-adjacent windows in FY 2025 .
Equity Ownership & Alignment
| Item | Details |
|---|---|
| Beneficial ownership (as of 5/30/2025) | 9,333 shares; less than 1% of class (7,765,486 shares outstanding) |
| Unvested equity (as of 2/28/2025) | 60,667 RSUs unvested; market value $92,214 |
| Options | None outstanding (exercisable or unexercisable) |
| Ownership guidelines | Other Named Executive Officers required to hold 1x base salary in stock within 5 years of hire |
| Compliance status | Not disclosed |
| Hedging/pledging | Prohibited: no hedging, short sales, margin holding, or pledging allowed under Insider Trading Policy |
Employment Terms
| Term | Details |
|---|---|
| Start date | August 2024 (appointed CFO) |
| Contract form | Offer letter with base, bonus target, and RSU grant |
| Severance (termination without cause or resignation for good reason) | Cash equal to six months of base salary; pro-rated annual bonus based on actual Company performance; up to nine months COBRA premiums, subject to release |
| Change-in-control | Company maintains “double trigger” change-in-control provisions (no single-trigger cash severance) |
| Clawback | Mandatory recovery of excess incentive compensation upon accounting restatement per SEC/Nasdaq (adopted Nov 2023) |
| Tax gross-ups | No excise tax gross-ups; refrains from such payments |
| Non-compete / non-solicit | Not disclosed in proxy excerpts reviewed |
Performance & Track Record
| Theme | Evidence |
|---|---|
| Operational execution and margin levers | CFO discussed factory process improvements, testing best practices; management highlighted cocoa hedging actions and raw material cost mix shaping future margins |
| Financing involvement | CFO executed and signed credit facility documentation alongside Interim CEO (RMC Credit Facility, LLC; RMCF2 Credit, LLC) |
| Programmatic pay-for-performance | Incentives tied to franchise growth, revenue, EBITDA; majority LTIP performance-based; shareholder-engaged design |
Compensation Governance & Shareholder Feedback
- Stockholder outreach improved advisory vote and informed program changes (formulaic incentives; performance-based STIs; performance-heavy LTIP; stock ownership guidelines) .
- Independent governance practices include prohibitions on hedging/pledging, clawback policy, double-trigger CIC, and refraining from repricing or tax gross-ups .
Risk Indicators & Red Flags
- Hedging/pledging ban materially reduces misalignment risk; any pledging would violate policy .
- Clawback policy mitigates restatement-related pay risk .
- No stock options for Cass (reduces option repricing risk) .
- Severance terms are defined and limited (six months base, prorated bonus, COBRA up to nine months) .
- Monitor Form 4 filings for insider transactions; not detailed in proxy excerpts here.
Multi-Year Compensation (Cass)
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Salary ($) | — | 115,385 |
| Bonus ($) | — | — |
| Stock Awards ($) | — | 106,400 |
| Total ($) | — | 221,785 |
Outstanding Awards (as of FY-end 2/28/2025)
| Award Type | Number Unvested | Market Value ($) |
|---|---|---|
| RSUs | 60,667 | 92,214 |
| Stock Options (exercisable) | — | — |
| Stock Options (unexercisable) | — | — |
Beneficial Ownership (as of 5/30/2025)
| Holder | Shares Owned | % of Class |
|---|---|---|
| Carrie Cass | 9,333 | <1% |
| Shares Outstanding | 7,765,486 | — |
Performance Compensation Details (Structure)
| Metric Category | Weighting/Design | Target Framework | Payout Mechanics | Vesting |
|---|---|---|---|---|
| Annual Cash Incentive | Pre-established metrics; formulaic (non-discretionary) | Company performance goals (e.g., revenue/EBITDA/franchise count per program) | Based on actual achievement; prorated if partial-year service | Annual cycle; specifics by fiscal plan |
| LTIP (RSUs) | Majority performance-based (60%) over ~3-year period; remainder time-based (40%) | Multi-year performance aligned to TSR and operational KPIs | Performance RSUs 0–200% possible in certain plans; Cass’s specific payout not disclosed (program example) | Time-based per plan; performance-based after period |
Investment Implications
- Alignment: Strong governance guardrails (clawback; hedging/pledging prohibitions; double-trigger CIC; ownership guidelines) reduce misalignment and event risk, with Cass’s pay mix featuring significant performance-based equity exposure .
- Retention and selling pressure: Cass holds 60,667 unvested RSUs vs. 9,333 owned shares as of FY-end/record dates, suggesting ongoing vesting cadence as a potential supply overhang to monitor; no options outstanding .
- Pay-for-performance levers: Bonus and LTIP design explicitly tie to revenue growth, EBITDA, franchise expansion, and TSR—aligning Cass’s incentives with execution on operational improvements and margin normalization discussed on the Q2 FY26 call .
- Contract economics: Severance limited to six months base salary plus prorated actual-performance bonus and COBRA, signaling disciplined downside protection without single-trigger CIC or tax gross-ups .
- Monitoring: Track quarterly disclosures for LTIP performance outcomes and any 8-Ks or Form 4s for equity transactions; Cass’s involvement in financing agreements indicates a central role in capital structure decisions (credit facility documentation) .