Brenner Adams
About Brenner Adams
Brenner Adams, age 53, serves as Chief Growth Officer at TruGolf (TRUG), a role he has held since January 2022, with an employment agreement effective January 25, 2024 at a $120,000 annual base salary plus eligibility for a quarterly bonus . He holds a BS in Economics and an MBA from the University of Utah and has prior growth, innovation, and brand leadership roles across technology, gaming, and consumer sectors . Company-level performance metrics (TSR, revenue, EBITDA growth) tied specifically to Mr. Adams’ pay are not disclosed; TruGolf adopted a Dodd-Frank clawback policy and indemnification agreements for directors and officers, signaling governance focus on accountability and protection .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| The Food Truck League | Chief Information Officer | Aug 2021–Jan 2022 | Not disclosed |
| Med USA (medical billing) | Chief Innovation Officer | Apr 2019–Aug 2021 | Not disclosed |
| University of Utah | Adjunct Professor | Jan 2015–Dec 2020 | Not disclosed |
| The LINK Group (point-of-sale software) | Chief Executive Officer | Feb 2012–Apr 2019 | Not disclosed |
| Burton Snowboards | Global Brand Director | 2006–2008 | Not disclosed |
| Xbox / Take-Two | Director of Business Development | 2001–2006 | Not disclosed |
External Roles
No specific public company board roles or named private company directorships disclosed; filing notes he serves on boards of a number of private companies without listing entities .
Fixed Compensation
| Year | Base Salary ($) | Target Bonus % | Actual Bonus Paid ($) | Stock Awards ($) | Option Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|---|---|---|
| 2023 | 168,000 | Not disclosed | Not disclosed | 690,000 | – | – | 858,000 |
| 2024 | 84,000 | Quarterly bonus eligibility (percent not disclosed) | Not disclosed | – | 57,055 (grant-date fair value) | 79,000 (consulting while not salaried) | 220,055 |
| Contract Terms (effective Jan 25, 2024) | 120,000 annual base | Quarterly bonus eligibility | – | – | – | – | – |
Notes:
- Option and stock award values reflect grant-date fair value under ASC 718 and may not equal realized value .
- “All Other Compensation” represents payments for consulting services while not a salaried employee .
Performance Compensation
Equity Awards (Options)
| Attribute | Detail |
|---|---|
| Plan | 2024 Stock Incentive Plan |
| Grant size | 2,400 options (plus 2,400 unexercisable as of 12/31/2024; see vesting status below) |
| Exercise price | $46.50 |
| Expiration | 10/11/2034 |
| Vesting status (12/31/2024) | 2,400 exercisable; 2,400 unexercisable |
| 2024 Option Award fair value | $57,055 |
| Performance metrics tied to payout | Not disclosed for Mr. Adams |
| Grant timing policy | Company states no grants timed around MNPI; no grants during restricted windows disclosed for the last fiscal year |
| Clawback | Dodd-Frank restatement clawback, recouping erroneously awarded incentive compensation for the prior three completed fiscal years |
Context on share counts: Earlier filings (June 2025 S-1) show pre-recap figures (e.g., 120,000 options for Adams, $46.50 exercise, 10/11/2034 expiry), while later S-1/A filings reflect post-recap numbers (e.g., 2,400 exercisable + 2,400 unexercisable), indicating a reverse split or similar capital structure adjustment .
Equity Ownership & Alignment
| Metric | May 19, 2025 (DEF 14A) | Jun 20, 2025 (S-1) | Jul 18, 2025 (S-1/A) |
|---|---|---|---|
| Shares beneficially owned | 261,832 | 261,832 | 5,237 |
| % of Common Stock | <1% | 0.6% (based on 40,532,790 Class A outstanding) | 0.6% |
| % of Total Voting Power | <1% | 0.6% | 0.6% |
| Options included in ownership within 60 days | Not specified for Adams | SEC definition includes in-60-day exercisables; table reflects methodology | SEC definition includes in-60-day exercisables; table reflects methodology |
| Shares pledged as collateral | Not disclosed | Not disclosed | Not disclosed |
| Ownership guidelines and compliance | Not disclosed | Not disclosed | Not disclosed |
Vesting/Exercisability breakdown (12/31/2024): 2,400 options exercisable and 2,400 unexercisable for Mr. Adams .
Employment Terms
- Title and Role: Chief Growth Officer; served since January 2022 .
- Agreement: Employment agreement dated January 18, 2024, effective January 25, 2024; evergreen (auto-renew) and terminable by either party .
- Cash Compensation: $120,000 annual base salary; eligible for quarterly bonus (targets and formula not disclosed) .
- Equity: 2024 Stock Incentive Plan; options awarded as noted above .
- Severance and Change-of-Control: Specific severance multiples and CoC triggers not disclosed for Mr. Adams; CEO agreement references CoC compensation but Adams’ terms not specified .
- Clawback: Dodd-Frank restatement recoupment policy adopted October 2, 2023 .
- Indemnification & D&O: Company purchased D&O insurance and entered indemnification agreements with officers and directors; bylaws require indemnification to fullest extent under Delaware law .
- Anti-timing of awards: Company states it does not grant equity in anticipation of MNPI or time disclosures to affect award value .
Investment Implications
- Pay mix shifting toward options with long-dated expirations and no disclosed performance metrics suggests limited near-term cash retention pressure but weak pay-for-performance line-of-sight for investors; quarterly bonus exists but targets/formulas are undisclosed .
- Beneficial ownership is modest (<1%), with post-recap figures showing 0.6% ownership; low direct equity stake and absence of pledging disclosures reduce alignment concerns but also signal limited “skin in the game” relative to founders/key holders .
- Clear governance protections (clawback and indemnification), plus stated anti-timing policies, are positives; however, lack of disclosed severance/CoC terms for Adams and no performance metric weighting in incentive plans constrains visibility into compensation alignment and potential exit economics .
- Option structure (split-adjusted counts, $46.50 strike, 2034 expiry; partial exercisability) creates potential future selling pressure upon vesting/exercisability, but no Form 4 trend is available here; monitor filings for insider activity and any revisions to award terms post-IPO process .