Andrew Stranberg

About Andrew Stranberg

Andrew Stranberg, 53, is Stran & Company’s co‑founder and Executive Chairman (since 1995), having previously served as CEO through January 2020. He holds a degree from the University of New Hampshire’s Peter T. Paul College of Business and Economics and brings three decades of operating and board leadership at Stran and affiliated ventures. Company performance in fiscal 2024: sales increased 8.8% to ~$82.7 million with gross profit of ~$25.8 million (31.2% margin) amid integration of acquired assets .

Past Roles

External Roles

Fixed Compensation

• Employment agreement provides eligibility for annual cash bonus as determined by the Board; none recorded for 2023–2024 in Summary Compensation Table .

Performance Compensation

Outstanding equity at FY-end 12/31/2024:

Notes:

• Vesting cadence implies continued monthly vesting through the 48‑month schedule; outstanding unvested 91,667 at 12/31/2024 indicates residual vesting runway into 2025 .
• Stran’s Amended & Restated 2021 Equity Incentive Plan supports option/restricted stock, with administrator authority to accelerate vesting (including change‑of‑control provisions) per award terms .

Equity Ownership & Alignment

Insider trading/hedging/pledging:

• Company policy prohibits short sales, derivatives, hedging, and pledging/margin unless specifically pre‑approved by the policy administrator .
• Notable pledge: CEO Andrew Shape pledged 3,400,000 shares as collateral to a purchase‑money promissory note owed to Andrew Stranberg; Shape may sell pledged shares at prevailing prices provided proceeds are used to repay the note per its terms—potential overhang/forced‑sale risk driver for the float and insider selling pressure tied to Shape’s financing arrangement .

Open‑market purchases (confidence signal):

Employment Terms

• Agreement: July 13, 2021 (effective Nov 8, 2021); auto‑renews in one‑year increments unless either party gives 60 days’ notice before term end .
• Severance economics:
  • Without cause / Good reason: at least 24 months’ severance; reimbursement of first 18 months COBRA premiums; immediate vesting of unvested equity; immediate lifting of lockups/restrictions on sales/exercises .
  • Non‑renewal (company notice): six months’ severance; reimbursement of first six months’ COBRA .
• Termination mechanics: 30 days’ written notice; confidentiality/non‑compete; standard indemnification and D&O insurance .
• Clawback: Company adopted a Nasdaq‑compliant clawback policy on Nov 2, 2023; recovery analysis following 2023 restatement concluded no compensation clawback adjustments were required .

Board Governance

• Service history: Director since founding; current Executive Chairman .
• Independence/structure: CEO and Chair roles are separated (Executive Chairman Stranberg; CEO Shape). Board is majority independent (4 of 6 directors) with fully independent Audit, Compensation, and Nominating & Corporate Governance Committees; Stranberg is not listed as a member of these independent committees, mitigating dual‑role concentration risks .
• Committees:
  • Audit: Cummins, Adams, Posner (Chair) .
  • Compensation: Adams, Chippindale (Chair), Cummins .
  • Nominating & Corporate Governance: Adams (Chair), Chippindale, Posner .
  • Disclosure Controls & Procedures Committee: comprised of officers and directors; CFO Chairs .
• Attendance: In 2024, Board held 4 meetings; each member attended ≥75% of Board and committee meetings; no 2024 annual meeting held .
• Risk oversight: Material weaknesses disclosed by prior auditor across several control areas for FY2024/2023; new Audit Committee leadership established in July 2025 (Posner as Chair), signaling enhanced governance focus .

Compensation Structure Analysis

• Mix: Pay skewed to fixed cash ($500k salary in both 2023 and 2024) plus legacy 2021 option grant; no recorded annual cash bonus for 2023–2024 in SCT for Stranberg .
• Performance linkage: No specific revenue/EBITDA/TSR metrics disclosed for Stranberg’s bonus eligibility; the option grant follows time‑based vesting rather than explicit performance vesting .
• Governance controls: Nasdaq‑compliant clawback policy adopted; no clawback adjustments required post‑restatement per recovery analysis .
• Equity plan permits acceleration/change‑of‑control adjustments at administrator’s discretion, which can amplify payout sensitivity to corporate transactions .

Vesting Schedules and Insider Selling Pressure

• Remaining option vesting at 12/31/2024 (91,667 unexercisable) indicates continued 2025 vesting cadence—monitor for incremental exercisable supply. Time‑based vesting vs. performance‑based targets may weaken pay‑for‑performance alignment .
• The Shape share pledge to Stranberg introduces potential selling pressure tied to collateral management—watch for pledge‑related dispositions or forced sales in adverse scenarios .

Equity Ownership & Alignment

Performance & Track Record

• Company results: FY2024 sales ~$82.7m (+8.8% YoY); gross profit ~$25.8m (31.2%); net loss ~$4.1m driven by higher operating expenses from ERP implementation, acquisition/integration costs, and re‑audit expenses .
• Strategic moves: Acquisition of Gander Group assets (Aug 2024) expanded footprint and contributed ~$9.9m sales; multiple six‑figure multi‑year client wins and expansions cited by management .

Employment Contracts, Severance, and Change‑of‑Control Economics

Board Service and Director Governance Details

• Board service: Continuous service since co‑founding; currently Executive Chairman .
• Independence and dual‑role implications: Chair separated from CEO; majority‑independent Board and independent key committees limit concentration of power and mitigate independence concerns tied to executive‑director status .
• Lead Independent Director: Not disclosed.
• Director meeting fees/equity: Applies to independent directors; Stranberg, as executive officer, is compensated under executive arrangements rather than director fee schedules .

Related Party Transactions and Red Flags

• Shape share pledge to Stranberg (3.4 million shares) under a purchase‑money promissory note—monitor for conflicts/overhang and ensure adherence to insider trading/pledging policy approvals .
• Company‑level control environment: Several material weaknesses noted by Marcum LLP for FY2024/2023; governance response includes appointing an experienced Audit Chair (Posner) .

Investment Implications

• Alignment: Very high insider ownership (Stranberg ~29.3%) and 2023 open‑market purchases indicate strong skin‑in‑the‑game; however, time‑based vesting and absence of disclosed performance metrics for bonuses weaken pay‑for‑performance rigor .
• Retention risk: Generous severance (≥24 months) and automatic equity acceleration/lifting of restrictions reduce voluntary departure risk but can elevate payout risk on termination/transaction outcomes .
• Trading signals: Watch scheduled vesting through 2025 and any pledge‑related dispositions tied to Shape’s collateralized shares owed to Stranberg; these factors can create supply overhangs .
• Governance: Separation of CEO/Chair and independent committees is positive; recent material weaknesses necessitate monitoring remediation progress under the new Audit leadership and Disclosure Controls Committee oversight .
• Performance trajectory: FY2024 growth (+8.8% sales) and acquisition contributions support longer‑term strategy; near‑term margin/expense profile and control remediation remain key execution risks under Board oversight led by Stranberg as Executive Chairman .