David Browner
About David Browner
David Browner (age 37) is Chief Financial Officer of Stran & Company, Inc. (SWAG). He became CFO in March 2023 after serving as Interim CFO from July 2022 to March 2023; prior roles include Controller (July 2021–July 2022), Accounting Manager (November 2015–July 2021), and Staff Accountant (July 2012–November 2015). He holds an MBA in Accounting and a BBA from the University of Massachusetts Lowell and chairs the Board’s Disclosure Controls and Procedures Committee, underscoring his central role in public-company reporting and controls .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Stran & Company, Inc. | Staff Accountant | 2012–2015 | Entry into Stran finance function; foundation in company accounting |
| Stran & Company, Inc. | Accounting Manager | 2015–2021 | Progression to lead operational accounting |
| Stran & Company, Inc. | Controller | 2021–2022 | Oversight of accounting prior to CFO transition |
| Stran & Company, Inc. | Interim CFO | 2022–2023 | Transition leadership; prepared for permanent CFO role |
| Stran & Company, Inc. | Chief Financial Officer | 2023–Present | Principal financial and accounting officer; chairs Disclosure Controls & Procedures Committee |
External Roles
No external board or executive roles for Mr. Browner are disclosed in the proxy and related filings .
Fixed Compensation
| Component | Amount | Notes | Effective Dates |
|---|---|---|---|
| Base Salary | $250,000 | Under Employment Agreement | Effective 4/14/2023; auto-extends annually unless 60-days’ notice |
| Automobile Allowance | $750/month | Company-paid leased automobile for business use | Effective 4/14/2023 |
| Discretionary Cash Bonus | $25,000 | Approved by Compensation Committee | Approved 3/19/2025 |
Performance Compensation
| Metric | Target | Weighting | Actual/Payout | Vesting | Timing |
|---|---|---|---|---|---|
| Annual Sales (FY2023) | $72,000,000 | Not specified | Certified attained; payout included in total cash $26,250 | Option vesting as per plan; aggregate awards reported | Certified 2/15/2024 |
| Annual Gross Profit (FY2023) | $21,600,000 | Not specified | Certified attained; payout included in total cash $26,250 | Option vesting as per plan; aggregate awards reported | Certified 2/15/2024 |
| Annual Net Profit (FY2023) | $1,080,000 (adjusted for executive bonuses) | Not specified | Certified attained; payout included in total cash $26,250 | Option vesting as per plan; aggregate awards reported | Certified 2/15/2024 |
| FY2023 Equity Awards | — | — | Grant of 5,000 shares of common stock | Option vested as to 7,500 shares (from 4/14/2023 grant) | Certified 2/15/2024 |
| FY2024 Performance | Company targets not met | — | No performance payouts under Browner Agreement | Performance options did not vest based on FY2024 targets | For FY2024 |
Notes on cash bonus mechanics (per Employment Agreement):
- Sales cash bonus (95–120% attainment): $1,250 / $5,000 / $7,500 / $10,000
- Gross profit cash bonus (95–120%): $6,250 / $25,000 / $37,500 / $50,000
- Net profit cash bonus (95–120%): $5,000 / $20,000 / $30,000 / $40,000
- Cash bonuses are paid in three equal installments in months 3–5 after the fiscal year of attainment .
Equity Awards and Vesting Schedule (CFO-specific)
| Grant Type | Grant Date | Shares/Options | Strike | Vesting Trigger | Vesting Outcome/Notes |
|---|---|---|---|---|---|
| Stock Option | 4/14/2023 | 100,000 options | $1.72 | Vests only upon certification of annual sales, gross profit, and net profit targets | 7,500 options vested for FY2023; other tranches did not vest due to non-attainment beyond certified targets |
| Stock Option | 1/1/2024 | 100,000 options | $1.48 | Vests only upon certification of annual targets set for FY2024 | FY2024 targets not met; no vesting reported |
| Common Stock (Performance) | 2/15/2024 | 5,000 shares | — | Granted upon certification of FY2023 targets | Granted |
Equity Ownership & Alignment
| Ownership Element | Amount | Notes |
|---|---|---|
| Total Beneficial Ownership | 78,000 shares | 12,500 shares owned + 65,500 shares issuable upon exercise of options within 60 days of 7/9/2025; equals 0.4% of outstanding shares (based on 18,528,443 outstanding) |
| Shares Owned (Direct) | 12,500 | As disclosed |
| Options (Exercisable ≤60 days) | 65,500 | As disclosed |
| Shares Pledged as Collateral | None disclosed for Browner | Company policy prohibits hedging and pledging unless specifically approved; no pledge disclosure for Browner (contrast: CEO pledge noted separately) |
| Stock Ownership Guidelines | Not disclosed | Company policy includes hedging/pledging prohibitions |
Employment Terms
| Term | Provision | Details |
|---|---|---|
| Agreement Term & Renewal | Auto-renew | Initial 2-year term from 4/14/2023, automatically extends one year annually unless 60-days’ notice given |
| Severance (No Cause / Good Reason) | Minimum 3 months; up to lesser of months remaining and 4 months (year 1) or 3 months (year 2) | Requires execution of general release within 60 days; COBRA reimbursed for 18 months; immediate vesting of all unvested equity and lifting of lockups/restrictions |
| Non-Renewal | 3 months’ severance | COBRA reimbursement for first 6 months; standard accrued/pending comp paid |
| Death/Disability | Accelerated vesting | Immediate vesting and lifting of restrictions on equity awards |
| Change-in-Control (COC) | Enhanced upon termination near COC | If non-renewal and termination occurs within 90 days before or 12 months after a COC, same severance/COBRA terms and immediate vesting of all equity awards unless award docs provide otherwise |
| Restrictive Covenants | Confidentiality, non-competition, non-solicitation | Standard provisions in employment and award agreements under the equity plan |
Company Financial Performance (context for pay-for-performance)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues (USD) | $57,878,000* | $76,000,000* | $82,654,000 |
| EBITDA (USD) | -$1,984,000* | $314,000* | -$4,070,000* |
| Net Income (USD) | -$3,500,000* | -$385,000* | -$4,140,000* |
Values marked with * retrieved from S&P Global.
| Metric | Q4 2024 | Q1 2025 | Q2 2025 |
|---|---|---|---|
| Revenues (USD) | $26,990,000 | $28,694,000 | $32,577,000 |
| EBITDA (USD) | -$683,000* | -$263,000* | $644,000* |
| Net Income (USD) | -$586,000* | -$393,000* | $643,000 |
Values marked with * retrieved from S&P Global.
Board Governance (CFO roles)
- Browner chairs the Disclosure Controls and Procedures Committee, supporting accurate and timely SEC disclosure and internal control effectiveness .
- Company adopted a Clawback Policy (effective 11/2/2023) consistent with Nasdaq Rule 5608; recovery analysis following 2023 restatement determined no compensation clawback adjustments were required .
Investment Implications
- Pay-for-performance design is strongly tied to operational metrics (sales, gross profit, net profit), with equity vesting only upon certification. FY2023 yielded a modest payout (cash $26,250, 5,000 shares, 7,500 options), while FY2024 targets were not met—this limits windfall risk and aligns incentives with profit discipline .
- Retention risk appears moderated by auto-renewing contract and severance/COBRA benefits; however, vesting accelerates broadly upon termination without cause/good reason or around change-in-control, potentially increasing dilution risk in stressed scenarios .
- Alignment: Browner’s beneficial ownership is relatively small (0.4%); options exercisable within 60 days total 65,500, which could contribute to selling pressure around vesting/exercise windows, though hedging/pledging is restricted and no pledge is disclosed for Browner .
- Execution risk: the company disclosed material weaknesses in internal controls for FY2024 and 2023; as CFO and Disclosure Committee chair, Browner’s remediation effectiveness is a key monitoring point for quality of earnings and valuation multiple support .