William Meissner
About William Meissner
William Meissner, 59, is President and Chief Marketing Officer of Splash Beverage Group (SBEV) and has served in this role since May 2020. He holds an MBA from the University of Pittsburgh’s Katz Graduate School of Business and a bachelor’s from Michigan State University, and previously led and scaled multiple beverage/CPG brands across CEO, President, and CMO roles at Jones Soda, Talking Rain, Coca‑Cola (Fuze & NOS), PepsiCo (SoBe), and Tetra Pak . He was appointed via press release in August 2020 and entered into his employment agreement dated May 4, 2020 . Company pay‑versus‑performance disclosures show declining TSR (value of a $100 investment fell from 21.51 in 2021 to 10.17 in 2023) alongside negative net income, while bonus plans for Meissner remain discretionary rather than metric‑based, indicating limited explicit pay‑for‑performance linkage to TSR or profitability .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Jones Soda Inc. | CEO & Board Director | — | Led brand; prior CEO experience in beverages |
| Talking Rain Beverages, Inc. | President | — | Grew beverage portfolio and distribution |
| Coca‑Cola’s Fuze & NOS Beverages | Chief Marketing Officer | — | Led brand marketing for functional beverages |
| PepsiCo’s SoBe Beverages | Brand Director | — | Managed brand strategy within PepsiCo |
| Tetra Pak Inc. | Category Manager, Nutritional Beverages | — | Category management and product strategy |
| Genesis Today, Inc. | CEO & Board Director | — | Led plant‑based superfood/supplements company |
| Distant Lands Coffee & Caffitaly JV (Tazza Pronto Inc.) | CEO & Board Director | — | JV leadership; product and market development |
| Sweet Leaf Tea & Tradewinds Tea (acquired from Nestlé) | CEO (vertical by mid‑cap PE firm) | — | Led acquisitions and integration of legacy tea brands |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Beverage vertical (mid‑cap PE) | Board Director & CEO | — | Acquired/grew Sweet Leaf & Tradewinds portfolio |
| Multiple prior boards (e.g., Jones Soda, Genesis Today, Tazza Pronto) | Board Director | — | Governance and strategy for emerging CPG brands |
Fixed Compensation
| Metric | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|
| Base Salary ($) | $325,000 | $325,000 | $333,125 | $324,819 |
| Target Bonus (%) | Up to 50% of base salary | Up to 50% of base salary | Up to 50% of base salary | Up to 50% of base salary |
| Actual Bonus Paid ($) | $162,500 | $90,000 | — | — |
| Other/Perquisites ($) | — | — | — | $9,200 |
| Total Cash Comp ($) | $487,500 | $415,000 | $333,125 | $334,019 (Salary + Other) |
Performance Compensation
| Instrument / Metric | Weighting | Target | Actual | Payout (Grant Date FV) | Vesting |
|---|---|---|---|---|---|
| Discretionary Annual Bonus | Discretionary | Up to 50% of base salary | 2021: $162,500; 2022: $90,000; 2023–2024: $0 | Cash (see Fixed Comp table) | N/A |
| Stock Options (2021 grants) | N/A | N/A | Outstanding as of 12/31/2022: 66,666 unexercised + 33,334 unexercisable | $260,000 (2021 SCT option awards) | Terms per equity plan; fair value under ASC 718 |
| Stock Options (Pre‑split) | N/A | N/A | Outstanding as of 12/31/2023: 416,667 (10/16/2020) exercisable; 66,666 (9/16/2021) with 33,334 unearned | — | Expirations: 10/16/2025 and 9/16/2031; strike ~$1.12 (pre‑split) |
| Stock Options (Post‑split) | N/A | N/A | Outstanding as of 12/31/2024: 10,417 (10/16/2020); 2,500 (9/16/2021); 18,750 (4/18/2024) — all exercisable | $247,500 (2024 SCT option awards) | Strikes: $44.80 (2020/2021 grants), $13.20 (2024 grant); expiries: 2025/2031/2034 |
| Warrants (Aug 15, 2025) | N/A | N/A | 750,000 five‑year warrants at $0.80; granted to President | — | One‑third vested immediately; remaining vest quarterly over two years (to Aug 2027) |
Notes: Company recognizes stock‑based comp under ASC 718 and uses Black‑Scholes to value options, expensing ratably over service period . Company states grant timing is independent of MNPI release .
Equity Ownership & Alignment
| Date (Record) | Shares Beneficially Owned | % of Outstanding | Composition / Notes |
|---|---|---|---|
| Sep 11, 2023 | — | — | No reported beneficial ownership at that record date |
| Aug 7, 2025 (Record Date: 2,143,480 shares) | — | — | No reported beneficial ownership at that record date |
| Oct 2, 2025 (Record Date: 2,374,226 shares) | 762,917 | 24.3% | Footnote: includes 750,000 warrants + 12,917 options within 60 days |
| Outstanding Equity Awards (as of Dec 31, 2024; adjusted for 1‑for‑40 reverse split) | Exercisable | Un‑Exercisable | Strike | Expiration |
|---|---|---|---|---|
| Options (10/16/2020) | 10,417 | — | $44.80 | 10/16/2025 |
| Options (9/16/2021) | 2,500 | — | $44.80 | 9/16/2031 |
| Options (4/18/2024) | 18,750 | — | $13.20 | 4/18/2034 |
| Warrants (8/15/2025) | One‑third vested immediately | Balance vests quarterly over two years | $0.80 | 5‑year term (to 2029/2030 depending grant form) |
Pledging/Hedging: No disclosure of pledged shares or hedging by Meissner in the cited filings. Ownership guidelines: Not disclosed for executives in the cited filings .
Employment Terms
| Term | Detail |
|---|---|
| Role | President & Chief Marketing Officer (since May 2020) |
| Employment Agreement | Dated May 4, 2020; no fixed termination date |
| Base Salary | $325,000 (agreement); with COLA/performance increases at CEO discretion |
| Target Bonus | Discretionary up to 50% of base salary |
| Initial Equity Grant | Option to purchase 666,667 shares (pre‑split) under equity plan |
| Notice Periods | Company may terminate with 20 days’ prior written notice; Meissner may resign with 20 days’ prior written notice |
| Severance (Not in CoC) | $334,750 cash; no option acceleration (as of 12/31/2023 table) |
| Severance (Following CoC) | $— cash; no option acceleration reported (as of 12/31/2023 table) |
| Plan CoC Definition | Change‑of‑control definition includes certain business combinations; cash component of any CoC payment structured as one‑time severance (plan‑level disclosure) |
| Clawback / Non‑Compete | Not disclosed in cited filings for Meissner |
| Section 16 Compliance | Company disclosed late or missing Form 4s for Aug 15, 2025 grants, including Meissner |
Compensation Structure Analysis
- Year‑over‑year shift: 2023 compensation was entirely salary (no bonus or option awards), while 2024 added option awards ($247,500 FV) and perquisites ($9,200), increasing equity mix and modest fixed cash reductions .
- Bonus discipline: Bonuses paid when the company was earlier in growth mode (2021–2022) but zeroed in 2023–2024 despite negative net income and declining TSR, suggesting tightened cash compensation amid capital needs .
- Equity refresh and dilution context: Significant warrant grants in Aug 2025 (750,000 at $0.80) vesting one‑third immediately and quarterly over two years; coincides with broader capital actions (ELOC proposal with potential 43.75M shares) elevating dilution risk and future insider supply dynamics .
Investment Implications
- Alignment and retention: Meissner’s large beneficial stake as of Oct 2025 (24.3%) is overwhelmingly derivative (warrants/options), creating strong equity sensitivity and retention via multi‑year quarterly vesting through Aug 2027; monitor Form 4s for quarterly vest events and potential sales as tranches vest .
- Pay‑for‑performance link weak: Compensation lacks disclosed operational metrics (e.g., revenue/EBITDA/TSR targets); bonuses are discretionary up to 50% salary and were zero in 2023–2024 despite negative net income and declining TSR, limiting direct pay‑performance signaling .
- Change‑of‑control economics: Severance table shows cash only for termination not in connection with CoC ($334,750) and no acceleration; plan‑level CoC definition exists, but executive‑specific CoC payouts are minimal, indicating limited parachute risk .
- Trading signals: The Aug 15, 2025 grants (one‑third immediate, remaining quarterly) create predictable vesting supply; combined with company capital raising needs (ELOC), the setup could pressure shares around vest dates and filings; ensure real‑time monitoring of Section 16 compliance and insider activity .