Andrew Shape
About Andrew Shape
Andrew Shape is the co‑founder of Stran & Company (ticker: SWAG), serving as President and director since 1996 and as Chief Executive Officer since January 2020. He is 52 and holds a BA from the University of New Hampshire . The Board operates with a separate Executive Chairman and CEO structure; a majority of directors are independent and all standing committees are fully independent, which mitigates dual‑role concerns from his CEO/director status . The company disclosed no individual legal proceedings involving Shape and noted board and committee activity cadence (Board: 4 meetings in 2024) with at least 75% attendance for all directors in 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Stran & Company, Inc. | Co‑founder; President (since 1996); Chief Executive Officer (since Jan 2020); Director | 1996–present (CEO since 2020) | Co‑led growth in U.S. promotional products; senior team with 20+ years average industry experience cited as a differentiator |
| Long Blockchain Corp. (OTC Pink: LBCC) | CEO, President, and Director | Jul 2018–Feb 2021 | Oversaw business co‑managed with Stran for subsidiary Stran Loyalty Group |
| Naked Brand Group Limited (Nasdaq: NAKD, now Cenntro Electric Group, CENN) | Director | Jun 2018–Dec 2021 | Public company board experience prior to business combination closing |
| Copithorne & Bellows Public Relations (Porter Novelli) | Account Executive | Aug 1995–Sep 1996 | Early career in communications/public relations |
External Roles
| Organization | Position | Years | Notes |
|---|---|---|---|
| Long Blockchain Corp. | CEO/President/Director | Jul 2018–Feb 2021 | Former OTC‑listed company; role tied to Stran Loyalty Group initiative |
| Naked Brand Group Limited | Director | Jun 2018–Dec 2021 | Served until closing of business combination with Cenntro Electric Group |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 400,000 | 400,000 |
| Annual Cash Bonus ($) | 50,000 (discretionary; awarded Feb 15, 2024 for FY23) | — |
| Other Compensation ($) | 31,220 (prior‑year commissions repayment program) | — |
| Total ($) | 481,220 | 400,000 |
Notes:
- Employment Agreement (effective Nov 8, 2021) sets base salary at $400,000 and eligibility for annual bonus at Board discretion .
- Additional discretionary $50,000 cash bonus approved Mar 19, 2025 (in addition to any amounts under agreement) .
Performance Compensation
| Incentive Type | Metric(s) | Weighting | Target | Actual/Payout | Vesting/Timing |
|---|---|---|---|---|---|
| Annual Cash Bonus (FY23) | Discretionary (committee‑determined) | N/A | N/A | $50,000 (approved Feb 15, 2024) | Cash; paid per approval |
| Discretionary Cash (2025) | Discretionary | N/A | N/A | $50,000 (approved Mar 19, 2025) | Cash; per approval |
| Stock Option (grant date 11/12/2021) | Time‑based vesting | N/A | N/A | 323,810 options @ $4.15 exercise price | 25% on 11/12/2022; remaining 75% vests monthly over 36 months thereafter; expires 11/11/2031 |
Additional governance controls:
- Company adopted a clawback policy and conducted a compensation recovery analysis in connection with financial error corrections; analysis concluded no recovery adjustments were required under Rule 10D‑1/Nasdaq 5608 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 3,720,571 shares (19.8% of outstanding as of July 9, 2025) |
| Components | 3,417,000 common shares + 303,571 shares issuable upon option exercise within 60 days |
| Pledging (RED FLAG) | 3,400,000 of Shape’s common shares are pledged as security under a purchase‑money promissory note owed to Executive Chairman Andrew Stranberg; sales permitted subject to repayment from proceeds as required by the note |
| Options Outstanding (12/31/2024) | 249,604 exercisable; 74,206 unexercisable; exercise price $4.15; expiration 11/11/2031 |
| Vesting Status | 2021 grant: 25% vested at 11/12/2022; remaining 75% vests monthly over 36 months ending in Nov 2025 |
| Insider Policy on Hedging/Pledging | Hedging and pledging prohibited unless specifically pre‑approved; margin accounts also restricted |
Employment Terms
| Provision | Economics/Terms |
|---|---|
| Agreement | Employment Agreement dated Jul 13, 2021, effective Nov 8, 2021; auto‑renews annually unless 60‑day notice of non‑renewal |
| Base Salary | $400,000; eligible for annual cash bonus at Board discretion |
| Initial Equity Grant | 323,810 stock options @ $4.15; 4‑year vest (25% 1st anniversary; 1/36 monthly thereafter); 10‑year term |
| Severance (Without Cause/Good Reason) | At least 24 months’ severance; COBRA premium reimbursement for first 18 months; immediate vesting of all unvested equity and lifting of lockups/restrictions |
| Non‑Renewal Severance | 6 months’ severance; COBRA reimbursement for first 6 months (upon release) |
| Restrictive Covenants | Standard confidentiality and non‑competition; stock option agreement includes non‑competition and non‑solicitation under the equity plan |
| Change‑of‑Control | No separate CoC multiple disclosed for Shape (Browner/CFO has defined CoC treatment; not applicable to Shape unless provided by plan/award terms) |
Board Governance
- Role and history: Shape is a director and CEO; nominated and elected to serve until the 2026 Annual Meeting; received 11,699,259 “For” votes vs 488,055 “Withheld” at the July 25, 2025 annual meeting, indicating broad shareholder support .
- Committees and independence: Board committees (Audit; Compensation; Nominating & Corporate Governance; and Disclosure Controls & Procedures) are fully independent and chaired by independent directors (Audit: Posner chair; Compensation: Chippindale chair; Nominating & Corporate Governance: Adams chair) . Majority of the Board is independent per Nasdaq rules .
- Structure: Company maintains separate Executive Chairman (Andrew Stranberg) and CEO (Shape) roles; Board notes flexibility to combine if needed, but retains robust independent oversight .
- Attendance: In 2024, the Board held 4 meetings; each director attended at least 75% of Board and applicable committee meetings .
Compensation Structure Analysis
- Pay mix and discretion: Shape’s FY23 bonus was discretionary ($50,000), with an additional discretionary $50,000 approved in March 2025—indicating limited use of pre‑set performance metrics for the CEO’s annual incentive in disclosed periods . Base salary remained flat at $400,000 in 2023–2024 .
- Long‑term alignment: A single large 2021 stock option award with a standard 4‑year vesting schedule aligns value with share price over time; notable, however, is the immediate vesting and lifting of lockups upon certain terminations, which can weaken retention post‑separation .
- Governance controls: Company adopted a clawback and completed a recovery analysis after financial error corrections; no executive compensation recovery was required (mitigates restatement risk signaling) .
- Director compensation remediation: The company corrected prior administrative oversight for non‑employee director equity grants in June 2025—paying cash/granting stock to rectify missed awards, reflecting enhanced oversight by the reconstituted board .
Equity Ownership & Selling Pressure Indicators
- Pledge‑related overhang: 3.4 million of Shape’s shares are pledged to the Executive Chairman under a promissory note, and may be sold with proceeds applied to loan repayment—this represents potential selling pressure and governance optics risk, even though policy allows pledging only with pre‑approval .
- Option vesting cadence: As of Dec 31, 2024, 74,206 options remained unvested from the 2021 grant, implying continued monthly vesting through Nov 2025; this cadence can create incremental supply as options become exercisable (subject to trading windows) .
Related Party and Controls
- Insider Trading Policy: Prohibits hedging and pledging absent prior approval; restricts margin usage—designed to align insiders with long‑term shareholders .
- Related party context: The 2021 share transfer from the Executive Chairman to Shape was financed via a secured promissory note, with the pledged shares serving as collateral—this arrangement underlies the current pledge disclosure .
Investment Implications
- Alignment vs risk: Shape’s substantial ownership (~19.8%) aligns interests but is partially pledged (3.4M shares)—a notable red flag for potential forced selling in adverse scenarios .
- Incentives: CEO cash bonuses have been discretionary rather than formulaic, while long‑term equity stems from a single 2021 option grant; termination terms include immediate vesting and a sizeable 24‑month severance, tempering retention incentives post‑separation .
- Governance: Board majority independence, independent committee leadership, and separation of Chair/CEO roles reduce dual‑role concerns; 2025 director election results show strong support for Shape’s board service .
- Trading signals: Monthly option vesting through late 2025 and the pledged‑share collateral structure create potential episodic supply; pair monitoring of Form 4 filings and trading windows with progress on deleveraging the promissory note .