DEF 14A of Dutch Bros Inc., Apr 1, 2024

DEF 14A of Dutch Bros Inc.

Filed Apr 1, 2024 · FY20230001866581-24-000105

Open on EDGAR

  1. PROPOSAL 1: ELECTION OF DIRECTORS

    PROPOSAL 1: ELECTION OF DIRECTORS Our business and affairs are managed under the direction of our Board. We currently have eight directors with one vacancy following the resignation of Blythe Jack on March 22, 2024 in connection with the Offering and in accordance with our amended and restated certificate of incorporation and the Stockholders Agreement. Ms. Jack is not standing for re-election at the Annual Meeting. The Board thanks Ms. Jack for her guidance and dedicated service. There are eight nominees for director this year, seven of whom will be elected by the holders of our Class A common stock, Class B common stock, Class C common stock, and Class D common stock, voting together as a single class, and one of whom will be elected by the holders of our Class C common stock, voting as a separate class. Directors are elected annually by a majority of eligible votes cast on each director’s election. As a result of Ms. Jack’s resignation, there will be one vacancy following the Annual Meeting. If you “Abstain” from voting, it will have no effect. This matter is non-routine, thus, if you hold your shares in street name, your broker may not vote your shares for you. Our amended and restated certificate of incorporation and our amended and restated bylaws permit our Board to establish the authorized number of directors from time to time by resolution. Our amended and restated certificate of incorporation permits the holders of our Class C common stock, voting as a separate class, to elect up to two members to the Board subject to certain limitations set forth therein. We have also entered into the Stockholders Agreement with investment funds affiliated with our Sponsor which provides that investment funds affiliated with our Sponsor will have the right to designate up to two of the directors serving on our Board. Subsequent to the Record Date, our Sponsor exchanged and sold 5,989,078 shares of Class C common stock (together with the corresponding Class A common units) and converted 2,010,922 shares of Class D common stock into shares of Class A common stock which were sold in the Offering. Upon the closing of the Offering, the total number of outstanding shares of the Class C common stock and Class D common stock was less than 50% of the total number of shares of our Class C common stock and Class D common stock outstanding immediately prior to the closing of our IPO. In accordance with our amended and restated certificate of incorporation, the holders of Class C common stock only be entitled to vote as a separate class on one director at the Annual Meeting notwithstanding the fact that the holders of Class C common stock are entitled to vote the number of shares of Class C common stock held by them and outstanding on the Record Date. See “Other Matters—Transactions with Related Persons—Stockholders Agreement.” All of the directors were last elected as members of our Board at our 2023 annual meeting of stockholders, with the exception of C. David Cone and Sean Sullivan, who were appointed to our Board in November 2023 to fill the vacancies created by the resignations of Shelley Broader and Charles Esserman, and Christine Barone, who was appointed to our Board in January 2024 to fill the vacancy created by the resignation of Jonathan “Joth” Ricci. Each of the nominees listed below is currently a director of Dutch Bros. If elected at the Annual Meeting, each of these nominees would serve until the 2025 annual meeting and until his or her successor has been duly elected and qualified, or, if sooner, until the director’s death, resignation or removal. It is Dutch Bros’ policy to encourage directors and nominees for director to attend the Annual Meeting. Vacancies and newly created directorships on the Board will be filled as provided in the amended and restated certificate of incorporation, except as otherwise required by applicable law. One of our directors is elected by the holders of Class C common stock and must receive “For” votes from the holders of a majority of Class C common stock votes present virtually or represented by proxy and entitled to vote on the matter. The remaining directors are elected by the holders of the Class A common stock, Class B common stock, Class C common stock, and Class D common stock and must receive “For” votes from the holders of a majority of the Class A common stock, Class B common stock, Class C common stock, and Class D common stock votes present virtually or represented by proxy and entitled to vote on the matter (i.e., the number of votes cast “For” a nominee’s election must exceed the number of votes cast “Against” that nominee’s election).

  2. PROPOSAL 1: ELECTION OF DIRECTORS

    | | RECOMMENDATION OF THE BOARD | | ☑ | | | | The Board of Directors recommends that you vote “FOR” the election of each of the following director nominees for the class or classes of common stock that you hold. |

  3. PROPOSAL 1: ELECTION OF DIRECTORS

    Nominees to be elected by the holders of our Class A common stock, Class B common stock, Class C common stock, and Class D common stock:

  4. PROPOSAL 1: ELECTION OF DIRECTORS

    | | Travis Boersma Co-founder and Executive Chairman of the Board | Age: 53 | | | Skills & Expertise: •Industry Experience •Brand Marketing Experience •Operations & Distribution Experience •Senior Leadership Experience | Committees: None | | | | Classes of Common Stock to Elect: Class A, B, C, and D common stock |

  5. PROPOSAL 1: ELECTION OF DIRECTORS

    Mr. Boersma is our Co-Founder and has served as our Executive Chairman since August 2021 and as the Executive Chairman of Dutch Bros OpCo since February 2021. Prior to serving as our Executive Chairman, he served as the Chief Executive Officer of Dutch Bros OpCo from February 2019 to February 2021. Mr. Boersma has led us as Co-Founder since 1992. Mr. Boersma attended Southern Oregon University. We believe that Mr. Boersma’s experience as our co-Founder and his industry knowledge, as well as his leadership experience, make him an appropriate member of our Board.

  6. PROPOSAL 1: ELECTION OF DIRECTORS

    | | Christine Barone Chief Executive Officer and Director | Age: 50 | | | Skills & Expertise: •Industry Experience •Brand Marketing Experience •Operations & Distribution Experience •Public Company Board Experience •Senior Leadership Experience | Committees: None | | | | Classes of Common Stock to Elect: Class A, B, C, and D common stock |

  7. PROPOSAL 1: ELECTION OF DIRECTORS

    Ms. Barone has served as our Chief Executive Officer and as a member of our Board since January 2024, and as our President since February 2023. Ms. Barone has worked in the food service and beverage industries for more than a decade, and most recently served as Chief Executive Officer at True Food Kitchen, a high growth restaurant and lifestyle brand, from August 2016 to February 2023. Prior to that, she served in various leadership roles at Starbucks Corporation (Nasdaq: SBUX). Earlier in her career, she held positions with Bain & Company and Raymond James. Since March 2020, Ms. Barone has served on the Board of Directors of Yelp Inc. Ms. Barone holds a B.A. in Applied Mathematics and an M.B.A. from Harvard University. We believe that Ms. Barone’s extensive leadership experience and expertise in our industry, operations, and brand marketing make her an appropriate member of our Board.

  8. PROPOSAL 1: ELECTION OF DIRECTORS

    | | Thomas Davis Director | Age: 46 | | | Skills & Expertise: •Financial/Capital Allocation Experience •Senior Leadership Experience | Committees: Compensation (Chair) | | | | Classes of Common Stock to Elect: Class A, B, C, and D common stock |

  9. PROPOSAL 1: ELECTION OF DIRECTORS

    Mr. Davis has served as a member of our Board since August 2021 and a member of the board of managers for Dutch Bros OpCo since October 2018. Since January 2023, Mr. Davis has served as a Partner of Brown Brothers Harriman & Co. (BBH), a privately owned financial services firm, where he oversees the New York, Latin America, and Chicago Private Banking offices, and where he previously served as a Managing Director since October 2012. Mr. Davis also serves as a member of the Private Banking Oversight Committee and the Private Banking Investment Oversight Committee. From July 2007 to August 2012, he served as a Vice President in the Investment Management division of The Goldman Sachs Group, Inc., a publicly-traded global investment banking, securities, and investment management firm. Mr. Davis received an M.B.A. from the Mendoza College of Business at the University of Notre Dame and a B.B.A. from the University of San Diego. We believe that Mr. Davis’ extensive leadership experience and expertise in strategy, finance, and management make him an appropriate member of our Board.

  10. PROPOSAL 1: ELECTION OF DIRECTORS

    | | Kathryn George Director | Age: 59 | | | Skills & Expertise: •Financial/Capital Allocation Experience •Senior Leadership Experience | Committees: None | | | | Classes of Common Stock to Elect: Class A, B, C, and D common stock |

  11. PROPOSAL 1: ELECTION OF DIRECTORS

    Ms. George has served as a member of our Board since August 2021 and a member of the board of managers for Dutch Bros OpCo since October 2018. Since January 1, 2008, Ms. George has served as a Partner of BBH, a privately owned financial services firm, where she has worked for 37 years. Prior to assuming a leadership role in BBH’s Private Banking business in 2015, she served as Chief Administrative Officer for over five years with responsibility for Global Audit, Risk, Compliance, Human Resources, and the Office of General Counsel. Ms. George currently serves as Chair of the Private Banking Investment Oversight Committee, Co-Chair of the Global Inclusion Council, and as a member of the Private Banking Oversight Committee, the Capital Partners Investment and Valuation Committee, and the Governance Risk and Compliance Committee. She is also on the board of the Brown Brothers Harriman Trust Company NA and the Brown Brothers Harriman Trust Company (Cayman) Limited. Since joining Brown Brothers Harriman & Co. in August 1986, she previously served in multiple positions, including Head of Merchant Banking and of Equity, Sales, Research, and Trading. Since September 2016, Ms. George has served as a member of the board of directors of Haven Behavioral Healthcare, Inc., a healthcare company. Since 2014, she has served as a trustee and member of the Governance Committee of Trinity College. Since 2012, Ms. George has served as Chairman of the Board of Trustees of the Gillen Brewer School. Ms. George received a B.A. in Economics from Trinity College where she was elected to Phi Beta Kappa. We believe that Ms. George’s extensive leadership experience and expertise in strategy, finance, and management make her an appropriate member of our Board.

  12. PROPOSAL 1: ELECTION OF DIRECTORS

    | | Stephen Gillett Director | Age: 48 | | | Skills & Expertise: •Financial/Capital Allocation Experience •Brand Marketing Experience •Operations & Distribution Experience •Technology Experience •Public Company Board Experience •Senior Leadership Experience | Committees: Audit and Risk (Chair), Nominating and Governance | | | | Classes of Common Stock to Elect: Class A, B, C, and D common stock |

  13. PROPOSAL 1: ELECTION OF DIRECTORS

    Mr. Gillett has served as a member of our Board since December 2021. Since January 2023, Mr. Gillett has served as Chief Executive Officer of Verily Life Sciences LLC (formerly, Google Life Sciences), a life sciences and technology company, where he previously served as Chief Operating Officer from November 2020 to January 2023, and as Executive Advisor from May 2020 to November 2020. Since June 2019, Mr. Gillett has served as Advisor of X Development, LLC (formerly, GoogleX), a research and development company, and since December 2016, Mr. Gillett has served as an Advisor of GV (formerly, Google Ventures) a venture capital investment company. From September 2019 to May 2020, Mr. Gillett served as Executive Advisor to the CEO of Alphabet Inc. (NASDAQ: GOOGL, GOOG), a multinational technology conglomerate holding company, and its subsidiary, Google LLC. From March 2017 to October 2021, Mr. Gillett served as Chief Executive Officer of Chronicle, a cybersecurity company that he co-founded that was later acquired by Google Cloud in June 2019. Since June 2020, Mr. Gillett has served as a member of the board of directors of Discord Inc., a communication company focused on developing an online voice, video, and text communication platform, where he also serves as Chair of the Nominating and Governance Committee. From March 2015 to May 2017, Mr. Gillett served as a member of the board of directors of Chipotle Mexican Grill, Inc. (NYSE: CMG), a multinational fast casual restaurant company, where he also served as a member of the Audit and Nominating and Governance Committees. Mr. Gillett also served as member of the board of directors of Symantec Corporation from 2011 to 2012, where he also served as EVP, and Chief Operating Officer from December 2012 to July 2015 prior to its acquisition by Broadcom, Inc. Mr. Gillett received an M.B.A. from San Francisco State University and a B.S. from the University of Oregon. We believe that Mr. Gillett’s extensive leadership experience and expertise in technology, retail, strategy, and management make him an appropriate member of our Board.

  14. PROPOSAL 1: ELECTION OF DIRECTORS

    | | Ann M. Miller Director | Age: 49 | | | Skills & Expertise: •Financial/Capital Allocation Experience •Brand Marketing Experience •Operations & Distribution Experience •Senior Leadership Experience | Committees: Nominating and Governance (Chair), Audit and Risk | | | | Classes of Common Stock to Elect: Class A, B, C, and D common stock |

  15. PROPOSAL 1: ELECTION OF DIRECTORS

    Ms. Miller has served as a member of our Board since August 2022. Since February 2022, Ms. Miller has served as Executive Vice President and Chief Legal Officer of NIKE, Inc. (NYSE: NKE), a multinational athletic footwear, apparel, equipment, and services corporation. She has previously served for more than 15 years in various other roles at NIKE, most recently as Vice President, Corporate Secretary and Chief Ethics & Compliance Officer from November 2016 to February 2022. Ms. Miller is a practicing attorney and a member of the bar in New York, California, District of Columbia, and Oregon. She received a J.D. summa cum laude from University of Arizona College of Law and a B.A. in History from Smith College. We believe her extensive experience in advising public companies on business, securities, and corporate governance matters make her an appropriate member of our Board.

  16. PROPOSAL 1: ELECTION OF DIRECTORS

    | | C. David Cone Director | Age: 52 | | | Skills & Expertise: •Financial/Capital Allocation Experience •Senior Leadership Experience | Committees: Audit and Risk | | | | Classes of Common Stock to Elect: Class A, B, C, and D common stock |

  17. PROPOSAL 1: ELECTION OF DIRECTORS

    C. David Cone has served as a member of our Board since November 2023. From October 2021 to December 2021, he served as Chief Financial Officer and Executive Vice President at Taylor Morrison Home Corporation (NYSE: TMHC), a residential homebuilding business and land developer. Prior to that, he held various roles at PetSmart, Inc. from 2003 to 2012, while the company was publicly-listed, most recently as Vice President, Finance Planning and Analysis. Mr. Cone previously served on the board of directors for Urbi Desarrollos Urbanos SAB DE CV. He received a B.A. in Business Economics with an emphasis in Accounting from the University of California at Santa Barbara. We believe Mr. Cone’s extensive experience in strategy, finance, and management, make him an appropriate member of our Board. Nominee to be elected by the holders of our Class C common stock:

  18. PROPOSAL 1: ELECTION OF DIRECTORS

    | | Sean Sullivan Director | Age: 43 | | | Skills & Expertise: •Brand Marketing Experience •Senior Leadership Experience | Committees: None | | | | Class of Common Stock to Elect: Class C common stock |

  19. PROPOSAL 1: ELECTION OF DIRECTORS

    Sean Sullivan has served as a member of our Board since November 2023. Since February 2019, he has served as the Executive Vice President, Chief Strategy and Legal Officer of The Duckhorn Portfolio, Inc., a US-based wine company, where he leads the strategy and legal teams. From 2012 to January 2019, Mr. Sullivan was an attorney at Gibson, Dunn & Crutcher LLP, an international law firm. Prior to that, Mr. Sullivan worked as an investment banker in Credit Suisse Group AG’s technology, media and telecom group, where he specialized in structuring public and private company acquisitions and divestitures. Mr. Sullivan received a J.D. from Columbia Law School and B.A. in economics and politics from St. Mary’s College of California. We believe that Mr. Sullivan’s extensive experience in management and advising public companies on a variety of strategic matters make him an appropriate member of our Board.

  20. Director Compensation

    Director Compensation

  21. Director Compensation for 2023

    Director Compensation for 2023 The following table details the compensation of the Dutch Bros Inc. non-employee directors for the year ended December 31, 2023. Mr. Boersma and Mr. Ricci, who each served as a director during 2023, received no additional compensation for their service as a director. The compensation received by Mr. Boersma and Mr. Ricci as employees for the year ended December 31, 2023 is included in the Summary Compensation Table below.

  22. Director Compensation for 2023

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)1 2 | Total ($) | | Stephen Gillett | 79,103 | 147,108 | 226,211 | | Thomas Davis | 83,000 | 180,794 | 263,794 | | Kathryn George | 65,000 | 180,794 | 245,794 | | Blythe Jack 3 | 73,000 | 136,954 | 209,954 | | Ann M. Miller | 80,095 | 173,118 | 253,213 | | Sean Sullivan 4 | 10,421 | — | 10,421 | | C. David Cone 5 | 12,024 | — | 12,024 | | Shelley Broader 6 | 75,326 | 180,794 | 256,120 | | Charles Esserman 7 | — | — | — |

  23. Director Compensation for 2023

    _________________ 1 Amounts shown in this column represent the aggregate grant date fair value of RSU awards granted to our non-employee directors under our 2021 Equity Incentive Plan (2021 Plan) computed in accordance with FASB ASC 718. For a discussion of valuation assumptions used in calculation of these amounts, see Notes 2 and 14 to our audited financial statements, included within our 2023 Annual Report. The grant date fair value of the RSU award that was granted to each non-employee director in the year ended December 31, 2023, as described in more detail below, is equal to the amount shown in this column for each non-employee director. 2 The aggregate number of RSU awards outstanding as of December 31, 2023, and held by our non-employee directors are set forth in the table below. Market value is determined by multiplying the number of shares subject to the RSU award by $31.67 per share, the closing market price on December 31, 2023. 3 Ms. Jack resigned from the Board effective March 22, 2024. 4 Mr. Sullivan was appointed to the Board effective November 3, 2023. 5 Mr. Cone was appointed to the Board effective November 3, 2023. 6 Ms. Broader resigned from the Board effective November 2, 2023. 7 Mr. Esserman resigned from the Board effective November 3, 2023.

  24. Director Compensation for 2023

    | Name | Unvested RSUs (#) | Market Value of Unvested RSUs ($) | | Stephen Gillett | 1,876 | 59,413 | | Thomas Davis | 1,876 | 59,413 | | Kathryn George | 1,876 | 59,413 | | Blythe Jack 1 | 1,876 | 59,413 | | Ann M. Miller | 1,876 | 59,413 | | Sean Sullivan 2 | — | — | | C. David Cone 3 | — | — | | Shelley Broader 4 | — | — | | Charles Esserman 5 | — | — |

  25. Director Compensation for 2023

    1 Ms. Jack resigned from the Board effective March 22, 2024, and forfeited the 1,876 unvested RSUs she held at that time. 2 Mr. Sullivan was appointed to the Board effective November 3, 2023. 3 Mr. Cone was appointed to the Board effective November 3, 2023. 4 Ms. Broader resigned from the Board effective November 2, 2023, and forfeited the 2,814 unvested RSUs she held at that time. 5 Mr. Esserman resigned from the Board effective November 3, 2023.

  26. Non-Employee Director Compensation Policy

    Non-Employee Director Compensation Policy Our Board adopted our Non-Employee Director Compensation Policy in August 2021, which was most recently amended in December 2023 as described below, and provides that each member of the Board who is not also serving as an employee or consultant of the Company or any of its subsidiaries (eligible director) receives the following: Annual Board Service Retainer: •All Eligible Directors: $65,000, which amount increased to $70,000 beginning January 1, 2024 •Lead Director Retainer (in addition to Eligible Director Service Retainer): $20,000 Annual Committee Chair Service Retainer: •Chair of the Audit and Risk Committee (in addition to Committee Member Service Retainer): $15,000 •Chair of the Compensation Committee (in addition to Committee Member Service Retainer): $10,000 •Chair of the Nominating and Governance Committee (in addition to Committee Member Service Retainer): $10,000 Annual Committee Member Service Retainer: •Member of the Audit and Risk Committee: $10,000 •Member of the Compensation Committee: $8,000 •Member of the Nominating and Governance Committee: $5,000 Additionally, on the date of each annual stockholder meeting held after the IPO, each eligible director who continues to serve as an eligible director following such stockholder meeting receives an annual RSU award with a grant date fair value of $100,000, which amount increased to $110,000 effective as of January 1, 2024, that vests, subject to the eligible director’s continued service to the Company through each vesting date, 25% on the last day of each fiscal quarter, beginning with the first fiscal quarter following the date of grant, except, in any event, such annual RSU award will be fully vested on the earlier of (i) the date of our next annual stockholder meeting, or (ii) a change in control (as defined in our 2021 Plan). In March 2023, our Board amended the Non-Employee Director Compensation Policy to provide that for an eligible director who, following the IPO, is first elected or appointed to the Board on a date other than the date of the Company’s annual stockholder meeting, upon the Company’s first annual stockholder meeting following such director first joining the Board, such director will receive an additional RSU award with a grant date fair value of $100,000, which amount increased to $110,000 effective as of January 1, 2024, prorated to reflect the time between such director’s appointment date and the date of such first annual stockholder meeting, and fully vested on the grant date. Directors who received their initial annual RSU award prior to the amendments to the Non-Employee Director Compensation Policy in March 2023 did not receive an additional prorated RSU award to account for the time of service before the first annual stockholder meeting following such director’s appointment. Instead, in 2023, such directors were granted a one-time fully vested RSU award with a grant date fair value of $100,000, that was prorated to reflect the time between each such director’s appointment date and the date of the first annual stockholder meeting following such director’s appointment. The Non-Employee Director Compensation Policy provides that the aggregate value of all compensation granted or paid to any eligible director with respect to any calendar year beginning with the calendar year following the closing of the IPO, including awards granted and cash fees paid by us to such eligible director, will not exceed $750,000 in total value, except such amount will increase to $1,000,000 for newly appointed or elected eligible directors for the calendar year in which they first begin serving as an eligible director. We have reimbursed and will continue to reimburse all of our eligible directors for their reasonable out-of-pocket expenses incurred in attending board of directors and committee meetings.

  27. Determining Executive Compensation

    Determining Executive Compensation Compensation Committee The Compensation Committee is responsible for overseeing the Company’s executive compensation policies, plans, and programs. The Compensation Committee’s responsibilities include: •reviewing, overseeing, and approving the Company’s overall executive compensation strategy and policies; •reviewing and approving the compensation, individual and corporate performance goals and objectives, and other terms of employment of the Company’s Chief Executive Officer and evaluating their performance; •reviewing and approving the compensation, individual and corporate performance goals and objectives, and other terms of employment of the Company’s other executive officers and evaluating their individual performance, taking into account the recommendations and evaluation of the Chief Executive Officer to the extent appropriate; and •reviewing the Company’s practices and policies of employee compensation as they relate to alignment of incentives to determine if such compensation policies and practices are reasonably likely to have a material adverse effect on the Company, and taking such determinations into account in discharging the Compensation Committee’s responsibilities. Chief Executive Officer Our Chief Executive Officer makes recommendations to the Compensation Committee regarding the compensation, individual and corporate performance goals and objectives, and other terms of employment of the Company’s other executive officers, except for the Executive Chairman. In addition, the Chief Executive Officer is responsible for evaluating the individual performance of the other executive officers, except for the Executive Chairman. Independent Compensation Consultant The Compensation Committee requested that Semler Brossy, as its independent compensation consultant, review industry-wide compensation practices and trends to assess the competitiveness of our executive compensation program. The Compensation Committee considered Semler Brossy’s analysis as one of many factors when establishing compensation of our named executive officers for 2023, including individual performance, skill sets, prior experience, and scope of responsibilities. Peer Group Benchmarking As part of its engagement, the Compensation Committee requested Semler Brossy assist in developing a peer group of companies and perform analyses of competitive performance and compensation levels for that group to evaluate our executive compensation policies and practices, including those related to executive severance. Our peer group is comprised primarily of companies in the restaurant space, especially those in QSR, who have comparable market capitalization and revenues, taking into account similar ownership structures and geographic reach. With the assistance of Semler Brossy, our Compensation Committee determined a peer group of thirteen companies for use in setting executive compensation for the year ended December 31, 2023:

  28. Determining Executive Compensation

    | 2023 Peer Group | | | Papa John's International Inc. | Noodles & Company | | Wendy's Co. | El Pollo Loco Holdings, Inc. | | Jack in the Box Inc. | Red Robin Gourmet Burgers Inc. | | Krispy Kreme, Inc. | Potbelly Corporation | | BJ's Restaurants, Inc. | Chuy's Holdings Inc. | | Dine Brands Global, Inc. | Wingstop Inc. | | Shake Shack Inc. | |

  29. Determining Executive Compensation

    Our 2022 peer group included J. Alexander’s Holdings, Inc., which was removed from our 2023 peer group following its acquisition, and Ruth’s Hospitality Group, Inc. and Denny’s Corporation, each of which were removed due to their focus on sit-down service, which is not aligned with our drive-thru model. To keep the peer group at an appropriate size, we added Krispy Kreme, Inc. and Noodles & Company, each of which were recommended by Semler Brossy as relevant business comparators. Stockholder Advisory Votes (Say-on-Pay) We ceased to qualify as an “emerging growth company” under the Jumpstart Our Business Startups Act of 2012 as of January 1, 2023, and consequently are first required to conduct a stockholder advisory vote regarding our executive compensation (Say-on-Pay) at our 2024 annual stockholder meeting. As we have not yet conducted a Say-on-Pay vote, the Company was unable to consider the results of a Say-on-Pay vote in establishing executive compensation for 2023. At last year’s annual meeting, our stockholders overwhelmingly indicated their approval of the recommendation that we solicit a Say-on-Pay vote on an annual basis. We have adopted a policy that is consistent with that preference. A “say-on-frequency” vote is required every six years, and as such, our next say-on-frequency vote will be in 2029.

  30. Elements of Executive Compensation

    Elements of Executive Compensation The three main elements of our executive compensation program for our named executive officers other than the Executive Chairman are (i) an annual base salary, (ii) a performance-based annual cash bonus, and (iii) a service-based long-term equity incentive award in the form of RSUs. The Compensation Committee considers these elements in determining a balanced compensation package that includes both predictable and variable elements in order to accomplish the goals of our compensation program. Our Executive Chairman receives an annual base salary, but does not receive annual cash bonus or long-term equity incentive awards. Annual Base Salary Our named executive officers each receive an annual base salary. The base salary element is intended to attract and retain qualified candidates by providing a fixed component of compensation reflecting the executive’s skill set, experience, role, and responsibilities. The Compensation Committee considers peer group data in determining the annual base salary for each named executive officer in order to ensure our executive compensation package remains competitive relative to our peers. The annual base salaries as of the end of 2023 for our named executive officers were as follows: (i) $1,500,000 for Mr. Boersma, (ii) $650,000 for Mr. Ricci, (iii) $625,000 for Ms. Barone, (iv) $500,000 for Mr. Jemley, and (v) $500,000 for Ms. Davila. Mr. Boersma’s base salary for 2023 was not adjusted from his base salary in effect at the end of 2022. Messrs. Ricci’s and Jemley’s base salaries for 2023 were increased by the Compensation Committee, effective as of January 1, 2023, as part of its annual review of executive compensation, and after careful review of market data and pay practices for comparable executive positions at our peer group of companies, from $550,000 to $650,000 for Mr. Ricci, and from $472,500 to $500,000 for Mr. Jemley. Mses. Barone’s and Davila’s base salaries for 2023 were established by the Compensation Committee in connection with their commencement of employment with the Company. None of our named executive officers is currently party to an employment agreement or other agreement or arrangement that provides for automatic or scheduled base salary increases. Annual Cash Bonus The annual cash bonus element is intended to incentivize and reward top quality management and to align performance with Company objectives. The Compensation Committee considers peer group data and each named executive officer’s particular role and responsibilities in determining cash bonus eligibility. Our named executive officers, except for Mr. Boersma, were eligible for performance-based annual cash bonuses in 2023 in the amounts set forth in the second table below. Because 2022 was the first full year following our IPO, 2023 was the first year the Compensation Committee tied annual cash bonuses to specific performance goals. The table below sets forth the annual cash bonus performance metrics and weighting of such metrics, performance goals, and actual payout percentages based on the achievement of the performance goals for all named executive officers in 2023.

  31. Elements of Executive Compensation

    | Performance Metric | Weight | Threshold ($, thousands) | Target ($, thousands) | Maximum ($, thousands) | Actual Result ($, thousands) | Percent Payout1 | | Total Revenue | 50% | 950,000 | 1,048,000 | 1,153,000 | 965,776 | 58% | | Adjusted EBITDA 2 | 50% | 128,000 | 150,000 | 195,000 | 160,062 | 121% | | Payout | | 50% | 100% | 200% | | 90% |

  32. Elements of Executive Compensation

    1 If the performance metric is achieved at a level between threshold and target or between target and maximum, the percent payout is determined through straight-line interpolation. 2 Adjusted EBITDA is defined as net income (loss) before interest expense (net of interest income), income taxes expense (benefit), and depreciation and amortization expense, excluding equity-based compensation, expenses and donations associated with equity offerings, COVID-19: “Thank You” pay and catastrophic leave expenses, COVID-19: prepaid costs not utilized, costs incurred for company-wide milestone events, executives transition costs, and (gain) loss on the remeasurement of the liability related to the Tax Receivable Agreements. Adjusted EBITDA is a non-GAAP financial measure. For a discussion and reconciliation of Adjusted EBITDA to the most comparable GAAP measure, see section “Non-GAAP Financial Measures” in Part II, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our 2023 Annual Report. Each named executive officer, except for Mr. Boersma, was eligible to earn an annual cash bonus based on a percentage of their base salary and achievement of the performance goals in the table above. Mr. Ricci did not receive an annual cash bonus in 2023 because of the timing of his departure from the Company. In addition, Ms. Barone’s and Ms. Davila’s cash bonuses for 2023 were prorated based on their employment start dates, and Ms. Davila’s cash bonus for 2023 was calculated as if all performance goals had been achieved at target, in accordance with the terms of her employment agreement. The table below sets forth the annual cash bonus payout calculations for each named executive officer, except for Messrs. Boersma and Ricci, for 2023.

  33. Elements of Executive Compensation

    | Named Executive Officer | Base Salary ($) | Eligibility as Percent of Base Salary | Percent Payout | Total Actual Payout ($) 1 | | Christine Barone 2 | 625,000 | 100% | 90% | 507,021 | | Charles L. Jemley | 500,000 | 50% | 90% | 225,000 | | Tana Davila 3 | 500,000 | 50% | 100% | 139,041 |

  34. Elements of Executive Compensation

    1 Calculated by multiplying the 90% payout, calculated as described in the table above, by the applicable named executive officer’s eligible amount. 2 Ms. Barone’s total actual payout is prorated based on her start date of February 6, 2023. 3 Ms. Davila’s total actual payout is prorated based on her start date of June 12, 2023, and her cash bonus in 2023 was calculated assuming all target metrics had been achieved, in accordance with the terms of her employment agreement. Long-Term Equity Incentive Awards The long-term equity incentive awards element is intended to incentivize and retain top quality management. Annual long-term equity incentive awards under our 2021 Equity Incentive Plan (our 2021 Plan) are the primary vehicle for offering long-term incentives to our executives. Vesting terms are at the discretion of the Compensation Committee, but the awards granted in 2023 vest 50% on the second anniversary of the grant date and 50% on the third anniversary of the grant date, subject to the recipient’s continuous service to the Company. We believe that these equity awards provide our executives with a strong link to long-term performance, create an ownership culture, and help to align the interests of our executives and stockholders. While our 2021 Plan allows for various award types, our existing grants to our named executives are comprised of RSAs and RSUs, and we currently have no plans to grant stock options. Since 2022, RSUs have been the Compensation Committee’s preferred vehicle for long-term equity incentive compensation for our named executive officers. The Compensation Committee awarded RSUs to our named executive officers in 2023 calculated as a percentage of base salary. The Compensation Committee determined the percentage of base salary to allocate for long term incentives for each named executive officer after careful review of market data and pay practices for comparable executive positions at our peer group of companies. Mr. Ricci and Ms. Barone received RSUs with a grant date fair value equal to 100% of their base salaries, and Mr. Jemley and Ms. Davila received RSUs with a grant date fair value equal to 50% of their base salaries. All such awards vest 50% on the second anniversary of the grant date and 50% on the third anniversary of the grant date, subject to the recipient’s continuous service to the Company. Because of the vesting conditions, Mr. Ricci’s annual long-term incentive award granted in 2023 was forfeited when he departed from the Company on January 2, 2024. In addition, Mses. Barone and Davila each received a one-time long-term incentive award related to commencement of their employment with the Company, with grant date fair values of $1,875,000 and $500,000, respectively. The Compensation Committee considered market data and pay practices for comparable positions, as well as each of Mses. Barone’s and Davila’s particular considerations in deciding to join the Company. The Compensation Committee believes the one-time long-term incentive awards were the appropriate vehicle to incentivize their decisions to join the Company, provide additional alignment with the interests of the Company’s stockholders, and promote retention. The Compensation Committee believes Mr. Boersma’s interests are sufficiently aligned with long-term performance and stockholder interests; accordingly, Mr. Boersma is not currently eligible for long-term incentive awards. Signing Bonus Awarded to Christine Barone In 2023, Ms. Barone received a $900,000 signing bonus from the Company in connection with the commencement of her employment with the Company, which was repayable to the Company in full (on a pretax, gross basis) if she resigned her employment with the Company without “good reason” or the Company terminated her employment for “cause” within one-year after her first day of employment. Ms. Barone earned the signing bonus, and the repayment condition with respect to the signing bonus lapsed, on February 6, 2024. Other Compensation In general, all of our current named executive officers are eligible to participate in our employee benefit plans, including our 401(k) plan and medical, dental, vision, disability, and life insurance plans, in each case on the same basis as our other eligible employees. We also provide limited benefits to our named executive officers, other than Mr. Boersma, to assist with their duties, including a stipend to cover cell phone usage and internet and “coffee cash” to be used to purchase items in our shops. In addition, prior to his departure from the Company, Mr. Ricci was eligible for up to 25 hours of personal use of a company-owned airplane per year. Otherwise, we generally do not provide perquisites or personal benefits to our named executive officers. Our named executive officers are eligible to participate in a defined contribution retirement plan that provides eligible U.S. employees with an opportunity to save for retirement on a tax advantaged basis. Eligible employees may defer eligible compensation, which we currently match 100% up to the first 4% of eligible compensation in order to attract and retain employees with superior talent. Employees are immediately and fully vested in all contributions.

  35. Risk Assessment of Compensation Policies and Practices

    Risk Assessment of Compensation Policies and Practices Our compensation programs are designed to maintain an appropriate balance between long-term and short-term incentives by utilizing a combination of compensation elements, including base salary, annual cash bonus, and long-term equity incentive awards. Although not all employees may have compensation comprising all three elements, our compensation programs are generally structured so that any short-term cash incentives are not likely to constitute the predominant element of an employee’s total compensation. We believe that the mix and design of elements of executive compensation do not encourage management to assume excessive risks, and that any risks arising from our compensation policies and practices are not reasonably likely to have a material adverse effect on the Company. Significant compensation decisions, including decisions concerning the compensation of our named executive officers, include subjective considerations by our Compensation Committee or our Board of Directors, which restrain the influence of formulae or objective factors on excessive risk taking. The mix of short-term and long-term compensation elements also prevents undue focus on short-term results and helps align the interests of our named executive officers with those of our stockholders.

  36. Travis Boersma

    Travis Boersma We have no employment agreement or offer letter with Travis Boersma, our Executive Chairman, and we currently do not anticipate entering into one in the future. Mr. Boersma’s current annual base salary is $1,500,000. Mr. Boersma is an at-will employee. Mr. Boersma is eligible to participate in Dutch Bros’ standard benefits, subject to the terms and conditions of such plans and programs, and is eligible for certain benefits under the terms of our Severance Plan (as defined below), as described below under “Potential Payments upon Termination or Change of Control.”

  37. Jonathan “Joth” Ricci

    Jonathan “Joth” Ricci We entered into an amended and restated employment agreement with Jonathan “Joth” Ricci, our former Chief Executive Officer, effective November 1, 2021. The amended and restated employment agreement included no specific term and provided that Mr. Ricci was an at-will employee. Mr. Ricci transitioned out of the role of Chief Executive Officer on December 31, 2023, and separated from the Company effective January 2, 2024. Prior to his departure, Mr. Ricci’s annual base salary was $650,000, and he was eligible for a discretionary target annual bonus equal to 100% of base salary based on the achievement of performance objectives determined by our Board (or its Compensation Committee). Mr. Ricci was also eligible to use the Dutch Bros-owned plane for up to 25 hours of personal travel per year and to participate in Dutch Bros’ standard benefits, subject to the terms and conditions of such plans and programs, and was eligible for certain benefits under the terms of the Severance Plan, as described below under “Potential Payments upon Termination or Change of Control,” which he did not become entitled to, or otherwise receive, in connection with his termination of employment from the Company. Following his transition out of the role of Chief Executive Officer, Mr. Ricci served as Strategic Advisor to the Company through January 2, 2024, and during such time, his equity awards previously granted continued to vest in accordance with their terms.

  38. Charles L. Jemley

    Charles L. Jemley We entered into an amended and restated employment agreement with Charles L. Jemley, our Chief Financial Officer, effective November 24, 2021. The amended and restated employment agreement includes no specific term and provides that Mr. Jemley is an at-will employee. Mr. Jemley’s current annual base salary is $500,000, and Mr. Jemley is eligible for a discretionary target annual bonus equal to 50% of base salary, based on the achievement of performance objectives determined by our Board (or its Compensation Committee). Mr. Jemley is also eligible to participate in Dutch Bros’ standard benefits, subject to the terms and conditions of such plans and programs, and is eligible for certain benefits under the terms of the Severance Plan, as described below under “Potential Payments upon Termination or Change of Control.”

  39. Tana Davila

    Tana Davila We entered into an employment agreement with Tana Davila, our Chief Marketing Officer, effective June 8, 2023. The employment agreement includes no specific term and provides that Ms. Davila is an at-will employee. Ms. Davila’s current annual base salary is $500,000, and Ms. Davila is eligible for a discretionary target annual bonus equal to 50% of base salary, based on the achievement of performance objectives determined by our Board (or its Compensation Committee), but prorated based on her start date and calculated as if all target metrics had been achieved for 2023. Ms. Davila is also eligible to participate in Dutch Bros’ standard benefits, subject to the terms and conditions of such plans and programs, and is eligible for certain benefits under the terms of the Severance Plan, as described below under “Potential Payments upon Termination or Change of Control.”

  40. Summary Compensation Table

    Summary Compensation Table The following table presents the compensation awarded to or earned by our named executive officers for the years ended December 31, 2023, 2022, and 2021.

  41. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($) 1 2 3 | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($)4 | Total ($) | | Travis Boersma 5 | | | | | | | | | Co-Founder and Executive Chairman | 2023 | 1,500,000 | — | — | — | 59 | 1,500,059 | | | 2022 | 1,500,000 | — | — | — | 8,989 | 1,508,989 | | | 2021 | 1,500,000 | — | — | — | 60 | 1,500,060 | | Jonathan “Joth” Ricci 6 | | | | | | | | | Former Chief Executive Officer | 2023 | 650,000 | — | 1,249,977 | — | 16,651 | 1,916,628 | | | 2022 | 550,000 | 500,000 | — | — | 64,060 | 1,114,060 | | | 2021 | 550,000 | 500,000 | 61,346,520 | — | 36,372 | 62,432,892 | | Christine Barone 7 | | | | | | | | | Chief Executive Officer and President | 2023 | 565,814 | — | 3,124,975 | 507,021 | 15,891 | 4,213,701 | | | 2022 | — | — | — | | — | — | | | 2021 | — | — | — | — | — | — | | Charles L. Jemley | | | | | | | | | Chief Financial Officer | 2023 | 500,000 | — | 599,972 | 225,000 | 16,595 | 1,341,567 | | | 2022 | 472,500 | 225,000 | — | — | 25,833 | 723,333 | | | 2021 | 471,563 | 225,000 | 29,256,736 | — | 18,090 | 29,971,389 | | Tana Davila | | | | | | | | | Chief Marketing Officer | 2023 | 278,409 | 139,041 | 821,750 | — | 2,074 | 1,241,274 | | | 2022 | — | — | — | — | — | — | | | 2021 | — | — | — | — | — | — |

  42. Summary Compensation Table

    _________________ 1Amounts shown in this column represent the aggregate grant date fair value of RSAs and RSUs as computed in accordance with FASB ASC 718. For a discussion of valuation assumptions used in the calculation of these amounts, see Notes 2 and 13 to our audited financial statements, included within our 2023 Annual Report. 2 Amounts reflect the aggregate grant date fair value of stock awards granted to our named executive officers during the applicable year. Pursuant to our Reorganization Transactions and IPO, Mr. Ricci’s Profits Interest Units granted in 2019 were converted in 2021 into 2,667,240 stock awards, of which 1,867,071 were fully vested shares of our Class A common stock as of the grant date and 800,169 were RSAs of shares of Class A common stock subject to continued vesting conditions. Mr. Jemley’s Profits Interest Units granted in 2020 were converted in 2021 into 1,272,062 stock awards, of which 763,225 were fully vested shares of our Class A common stock as of the grant date and 508,807 were RSAs of shares of Class A common stock subject to continued vesting conditions. 3 Amounts reflect the aggregate grant date fair value of Profits Interest Units granted to Mr. Jemley during 2020, computed in accordance with FASB ASC 718. A portion of the Profits Interest Units were subject to performance conditions and the grant date fair value was based on the probable outcome of the performance conditions. The maximum grant date fair value of the performance-based portion of the Profits Interest Units granted to Mr. Jemley during 2020 was $70.74 per unit, which assumed the achievement of the highest level of performance conditions. Mr. Jemley’s Profits Interest Units granted in 2020 were converted in 2021 into 1,272,062 stock awards, of which 763,225 were fully vested shares of our Class A common stock as of the grant date, and 508,807 were RSAs of shares of Class A common stock subject to continued vesting conditions. 4 Represents the following:

  43. Summary Compensation Table

    | Name | Year | Company-paid 401(k) matching contributions | Company-paid life and long-term disability insurance premiums | Cell phone & internet stipends | “Coffee cash” allowances | Housing Allowance | Total All Other Compensation | | Mr. Boersma | 2023 | $— | $59 | $— | $— | $— | $59 | | Mr. Ricci | 2023 | $13,367 | $334 | $1,800 | $1,150 | $— | $16,651 | | Ms. Barone | 2023 | $— | $291 | $1,650 | $950 | $13,000 | $15,891 | | Mr. Jemley | 2023 | $13,246 | $349 | $1,800 | $1,200 | $— | $16,595 | | Ms. Davila | 2023 | $— | $149 | $1,375 | $550 | $— | $2,074 |

  44. Summary Compensation Table

    5 Mr. Boersma is our Co-Founder and has served as our Executive Chairman since February 2021. Prior to serving as our Executive Chairman, he served as our Chief Executive Officer from February 2019 to February 2021. 6 Mr. Ricci served as our Chief Executive Officer from February 2021 to December 2023, and as our President from January 2019 to February 2023. 7 Ms. Barone has served as our President since February 2023, and as our Chief Executive Officer since January 1, 2024.

  45. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table presents information regarding equity awards granted to our named executive officers during the year ended December 31, 2023.

  46. Grants of Plan-Based Awards

    | Name | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards 1 | | | All other stock awards: Number of shares of stock or units (#) | Grant date fair value of stock and option awards ($) 2 | | | | Threshold ($) | Target ($) | Maximum ($) | | | | Travis Boersma | — | — | — | — | — | — | | Jonathan “Joth” Ricci | — | 325,000 | 650,000 | 1,300,000 | | | | | 03/01/23 | | | | 39,074 | 1,249,977 | | Christine Barone | — | 312,500 | 625,000 | 1,250,000 | | | | | 03/01/23 | | | | 58,612 | 1,874,998 | | | 03/01/23 | | | | 39,074 | 1,249,977 | | Charles L. Jemley | — | 125,000 | 250,000 | 500,000 | | | | | 03/01/23 | | | | 18,755 | 599,972 | | Tana Davila | 07/01/23 | | | | 11,310 | 321,770 | | | 07/01/23 | | | | 17,574 | 499,980 |

  47. Grants of Plan-Based Awards

    1 Each named executive officer was entitled to an annual cash bonus based on the achievement of performance metrics. The “Threshold” column reflects amounts that would be paid if the performance metrics were achieved at the minimum level required to receive any payout. The “Target” column reflects amounts that would be paid if the performance metrics were each achieved at 100%. The “Maximum” column reflects amounts that would be paid if the performance metrics were achieved at the maximum level. Mr. Ricci separated from the Company on January 2, 2024, and did not receive an annual cash bonus. Mr. Boersma is not eligible for an annual cash bonus. Actual annual cash bonuses paid are reflected in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table. 2 Amounts shown in this column represent the aggregate grant date fair value of RSUs as computed in accordance with FASB ASC 718. For a discussion of valuation assumptions used in the calculation of these amounts, see Notes 2 and 13 to our audited financial statements, included within our 2023 Annual Report.

  48. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table presents information regarding outstanding equity awards held by our named executive officers as of December 31, 2023.

  49. Outstanding Equity Awards at Fiscal Year-End

    | | | | Stock Awards | | | | Name | Grant Date | | Number of shares or units of stock that have not vested (#) | | Market value of shares or units of stock that have not vested ($)1 | | Travis Boersma | — | | — | | — | | Jonathan “Joth” Ricci | 09/17/21 | 2 | 266,723 | 3, 4 | 8,447,117 | | | 03/01/23 | | 39,074 | 5 | 1,237,474 | | Charles L. Jemley | 09/17/21 | 2 | 169,603 | 3 | 5,371,327 | | | 03/01/23 | | 18,755 | 5 | 593,971 | | Christine Barone | 03/01/23 | | 58,612 | 4,5 | 1,856,242 | | | 03/01/23 | | 39,074 | 5 | 1,237,474 | | Tana Davila | 07/01/23 | | 11,310 | 3 | 358,188 | | | 07/01/23 | | 17,574 | 5 | 556,569 |

  50. Outstanding Equity Awards at Fiscal Year-End

    _________________ 1Market value of unvested RSAs and RSUs were based on $31.67 per share, the closing market price per share on December 31, 2023. 2These grants were issued as Profits Interest Units pursuant to the Dutch Bros OpCo Management Incentive Plan dated January 22, 2019. In connection with the IPO and Reorganization Transactions, these grants were converted to Class A common stock, as described in our prospectus, filed pursuant to Rule 424(b)(4), (Registration No. 333- 258988) on September 14, 2021. The Management Incentive Plan was terminated on September 17, 2021, when the 2021 Plan became effective. 3Messrs. Ricci’s and Jemley’s RSAs vested in equal installments on January 1, 2022, 2023, and 2024, subject to continued service of the respective executive through each vesting date. 4Mr. Ricci’s RSUs vest 50% on March 1, 2025, and 50% on March 1, 2026, subject to his continued service through each vesting date. Mr. Ricci’s separation from the Company was effective January 2, 2024, and the 39,074 RSUs reflected on this table remained unvested and were forfeited at that time. 5Messrs Ricci’s and Jemley’s, and Mses. Barone’s and Davila’s RSUs vest 50% on March 1, 2025, and 50% on March 1, 2026, subject to the recipient’s continued service through each vesting date.

  51. Potential Payments upon Termination or Change of Control

    Potential Payments upon Termination or Change of Control In September 2021, our Board adopted a Severance and Change in Control Plan, as further amended and restated by the Compensation Committee of the Board in October 2021 (the Severance Plan). Each of our named executive officers (other than Mr. Ricci and Mr. Boersma, as described below) is eligible to receive certain benefits under the terms of the Severance Plan. The Severance Plan provides for severance and change in control benefits to the named executive officers upon a “change in control termination” or a “regular termination”, as set forth on the tables below. Mr. Ricci transitioned out of the role of Chief Executive Officer, effective December 31, 2023, and separated from the Company on January 2, 2024. He received no separation payments or other benefits under the Severance Plan, and has therefore been omitted from these tables. Mr. Boersma does not participate in the Severance and Change in Control Plan, and has therefore also been omitted from these tables.

  52. Potential Payments upon Termination or Change of Control

    | | Change in Control Termination | | | | | | | Number of months base salary1 | Annual target bonus percentage2 | Pro-rated target bonus | Number of months benefits paid3 | Equity vesting acceleration4 | | Ms. Barone | 24 | 100% | — | 18 | 100% | | Mr. Jemley | 12 | 100% | Yes | 12 | 100% | | Ms. Davila | 12 | 100% | Yes | 12 | 100% |

  53. Potential Payments upon Termination or Change of Control

    | | Regular Termination | | | | | | | Number of months base salary5 | Annual target bonus percentage | Pro-rated target bonus | Number of months benefits paid | Equity vesting acceleration | | Ms. Barone | 24 | — | — | 18 | — | | Mr. Jemley | 12 | — | Yes | 12 | — | | Ms. Davila | 12 | — | Yes | 12 | — |

  54. Potential Payments upon Termination or Change of Control

    _________________ 1 Lump sum payment amount equal to the number of months of base salary. 2 Lump sum payment amount equal to a percentage of annual target cash bonus. 3 Payment of premiums for health plan continuation coverage under COBRA for the applicable number of months. 4 Immediate vesting in full of any unvested equity awards, including performance-based awards deemed achieved at target level. 5 Payments made in accordance with Company’s regular payroll practices over length of severance period. In addition, if any of our named executive officers, except for Ms. Barone and Mr. Boersma, is terminated as a result of death or “disability” (as defined in the Severance Plan), they or their estate will be entitled to receive (i) a payment equal to a prorated portion of the named executive officer’s annual target cash bonus, and (ii) the acceleration in full of any outstanding equity awards (with any performance-based awards deemed vested at target level). All benefits under the Severance Plan are subject to the named executive officer’s (or, in the case of the named executive officer’s death or disability, his or her personal representative’s) execution of an effective release of claims against us. For purposes of the Severance Plan, a “regular termination” is an involuntary termination (i.e., a termination without “cause” (and not as a result of death or disability) or a resignation for “good reason,” each as defined in the Severance Plan) that does not occur during the period of time beginning on the closing of, and ending 24 months following, a “change in control” (as defined in the 2021 Plan), or the “change in control period.” A “change in control termination” is a regular termination that occurs during the change in control period. The following table presents the compensation payable to each of our named executive officers, except for Messrs. Ricci and Boersma, under the terms of the Severance Plan upon a regular termination, change in control termination, and termination of employment due to death or disability, assuming that the triggering event occurred on December 31, 2023. Due to a number of factors that affect the nature and amount of any potential payments or benefits, the actual amounts payable to each named executive officer may vary from the estimates listed below, and can only be determined at the actual time of the event.

  55. Potential Payments upon Termination or Change of Control

    | Name, Principal Position, and Triggering Event 1 | Salary ($) | Bonus ($) 2 | Prorated Bonus ($) 2 | Health Plan Continuation Coverage ($) | Vesting Acceleration ($) 3 | Total ($) | | Christine Barone | | | | | | | | Chief Executive Officer and President | | | | | | | | Regular Termination | 1,250,000 | — | — | 11,262 | — | 1,261,262 | | Change in Control Termination | 1,250,000 | 625,000 | — | 11,262 | 3,093,716 | 4,979,978 | | Death or Disability | — | — | — | — | — | — | | Charles L. Jemley | | | | | | | | Chief Financial Officer | | | | | | | | Regular Termination | 500,000 | — | 250,000 | 8,120 | — | 758,120 | | Change in Control Termination | 500,000 | 250,000 | 250,000 | 8,120 | 5,965,298 | 6,973,418 | | Death or Disability | — | — | 250,000 | — | 5,965,298 | 6,215,298 | | Tana Davila | | | | | | | | Chief Marketing Officer | | | | | | | | Regular Termination | 500,000 | — | 250,000 | — | — | 750,000 | | Change in Control Termination | 500,000 | 250,000 | 250,000 | — | 914,756 | 1,914,756 | | Death or Disability | — | — | 250,000 | — | 914,756 | 1,164,756 |

  56. Potential Payments upon Termination or Change of Control

    1 Assuming the applicable triggering event occurred on December 31, 2023. 2 Bonus estimates are calculated as if all target metrics had been achieved. 3 Based on $31.67 per share, the closing market price per share on December 31, 2023 and equity holdings as of that date. Mr. Ricci transitioned out of the role of Chief Executive Officer effective December 31, 2023, and separated from the Company on January 2, 2024. In connection with his separation, Mr. Ricci did not receive severance payments.

  57. Pay versus Performance

    Pay versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and certain measures of financial performance of the Company. For further information concerning the Company’s variable pay-for-performance philosophy and how the Company aligns executive compensation with the Company’s performance, refer to “Executive Compensation—Compensation Discussion and Analysis.”

  58. Pay versus Performance

    | | | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Year | Summary Compensation Table Total for First PEO ($) 1 | Summary Compensation Table Total for Second PEO ($) 2 | Compensation Actually Paid to First PEO 1 3 | Compensation Actually Paid to Second PEO ($) 2 3 | Average Summary Compensation Table Total for Non-PEO NEOs ($) 4 | Average Compensation Actually Paid to Non-PEO NEOs ($) 4 5 | Total Shareholder Return ($) 6 | Peer Group Total Shareholder Return ($) 7 | Net Income (loss) ($) 8 | Adjusted EBITDA ($) 9 | | 2023 | 1,916,628 | N/A | 2,832,321 | N/A | 2,074,150 | 2,235,642 | 86.34 | 96.55 | 9,952,000 | 160,062,000 | | 2022 | 1,114,060 | N/A | (10,603,081) | N/A | 910,478 | (5,481,343) | 76.85 | 68.46 | (19,253,000) | 91,181,000 | | 2021 | 62,432,892 | 1,500,060 | 84,765,609 | 1,500,060 | 35,049,344 | 47,823,598 | 138.79 | 109.67 | (117,931,000) | 84,132,000 |

  59. Pay versus Performance

    _________________ 1 Mr. Ricci served as our Principal Executive Officer (PEO) from February 2021 to December 31, 2023. Amounts in this column reflect Mr. Ricci’s total compensation reported for 2021, 2022, and 2023 in the “Total” column of the Summary Compensation Table. Refer to “Executive Compensation – Summary Compensation Table.” 2 Mr. Boersma served as our PEO from February 2019 to February 2021. Amounts in this column reflect Mr. Boersma’s total compensation reported for 2021 in the “Total” column of the Summary Compensation Table. Refer to “Executive Compensation–Summary Compensation Table.” 3 The dollar amounts reported in this column represent the amount of “compensation actually paid” to Mr. Ricci or Mr. Boersma, as applicable, as calculated in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Messrs. Ricci or Boersma during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to each of Messrs. Ricci’s and Boersma’s total compensation for each applicable year to determine the compensation actually paid:

  60. Pay versus Performance

    | | 2023 | | | | Travis Boersma | Joth Ricci ($) | | Summary Compensation Table Total | N/A | 1,916,628 | | Subtract Summary Compensation Table Value of Stock Awards | N/A | (1,249,977) | | Add Covered Year End Fair Value of Stock Awards Granted during Covered Year that are Outstanding and Unvested at Covered Year End | N/A | 1,237,474 | | Add Change in Fair Value as of Covered Year End (Compared to Prior Year End) of Prior Year Stock Awards that are Outstanding and Unvested at Covered Year End* | N/A | 928,196 | | Add Vesting Date Fair Value of Stock Awards that were Granted and Vested during the Covered Year | N/A | — | | Add Change in Fair Value as of Vesting Date (Compared to Prior Year End) of Prior Year Stock Awards that Vested during the Covered Year | N/A | — | | Compensation Actually Paid | N/A | 2,832,321 |

  61. Pay versus Performance

    *The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. Adjustments for pension, dividend payments, option awards, and forfeiture of stock awards that failed to vest are not covered, as the Company does not have supplemental executive retirement plans, does not pay dividends on equity awards, neither Mr. Boersma nor Mr. Ricci was granted or held any option awards during 2023, 2022, or 2021, and no stock awards held by either Mr. Boersma or Mr. Ricci were forfeited due to a failure to vest in 2023, 2022, or 2021. 4 The dollar amounts reported in this column represent the average of the amounts reported for the Company’s named executive officers as a group (excluding Mr. Ricci, who served as our PEO during part of 2021 and all of 2022 and 2023, and for 2021 only, excluding Mr. Boersma, who served as our PEO during part of 2021) in the “Total” column of the Summary Compensation Table in each applicable year. The names of the named executive officers included in such group for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2021, Brian Maxwell and John Graham; (ii) for 2022, Travis Boersma, Charles L. Jemley, Brian Maxwell, and John Graham; and (iii) for 2023, Travis Boersma, Christine Barone, Charles L. Jemley, and Tana Davila. 5 The dollar amounts reported in this column represent the average amount of “compensation actually paid” to the named executive officers as a group (excluding Mr. Ricci, and for 2021 only, excluding Mr. Boersma) in each applicable year, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to such group of named executive officers during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the named executive officers as a group (excluding Mr. Ricci and for 2021 only, excluding Mr. Boersma) for each year to determine the compensation actually paid:

  62. Pay versus Performance

    | | 2023 | | | Non-PEO NEOs ($) | | Average Summary Compensation Table Total | 2,074,150 | | Subtract Average Summary Compensation Table Value of Stock Awards | (1,136,674) | | Add Average Covered Year End Fair Value of Stock Awards Granted during Covered Year that are Outstanding and Unvested at Covered Year End | 1,150,611 | | Add Average Change in Fair Value as of Covered Year End (Compared to Prior Year End) of Prior Year Stock Awards that are Outstanding and Unvested at Covered Year End* | 147,555 | | Add Average Vesting Date Fair Value of Stock Awards that were Granted and Vested during the Covered Year | — | | Add Average Change in Fair Value as of Vesting Date (Compared to Prior Year End) of Prior Year Stock Awards that Vested during the Covered Year | — | | Average Compensation Actually Paid | 2,235,642 |

  63. Pay versus Performance

    *The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. Adjustments for pension, dividend payments, option awards, and forfeiture of stock awards that failed to vest are not covered, as the Company does not have supplemental executive retirement plans, does not pay dividends on equity awards, none of the applicable named executive officers was granted or held any option awards during 2023, 2022, or 2021, and no stock awards held by any of the applicable name executive officers for 2023, 2022 and 2021 were forfeited due to a failure to vest during such years. 6 Total shareholder return (TSR) is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company’s share price at the end and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period. No dividends have been declared on our Class A common stock to date. The measurement period for 2021, 2022, and 2023 TSR commenced on September 15, 2021, the date our stock commenced trading on the New York Stock Exchange in connection with our IPO. 7 Represents peer group TSR. The peer group used for this purpose is the following published industry index: S&P 500 Consumer Discretionary Index (SP500.25). 8 The dollar amounts reported represent the amount of net income (loss) reflected in the Company’s audited financial statements for the applicable year. 9 Adjusted EBITDA is defined as net income (loss) before interest expense (net of interest income), income taxes expense (benefit), and depreciation and amortization expense, excluding equity-based compensation, expenses and donations associated with equity offerings, COVID-19: “Thank You” pay and catastrophic leave expenses, COVID-19: prepaid costs not utilized, costs incurred for company-wide milestone events, executives transition costs, and (gain) loss on the remeasurement of the liability related to the Tax Receivable Agreements. Adjusted EBITDA is a non-GAAP financial measure. For a discussion and reconciliation of Adjusted EBITDA to the most comparable GAAP measure, see section “Non-GAAP Financial Measures” in Part II, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our 2023 Annual Report. The Company has determined that Adjusted EBITDA is the financial performance measure that, in the Company’s assessment, represents the most important financial performance measure (that is not otherwise required to be disclosed in the table) used by the Company to link compensation actually paid to the Company’s named executive officers, for the most recently completed fiscal year, to Company performance.

  64. CEO Pay Ratio

    CEO Pay Ratio As required pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act and Section 14A of the Exchange Act, we are providing the following disclosure of the ratio of the annual total compensation of Mr. Ricci, our Chief Executive Officer for 2023, to the annual total compensation of the individual identified as our median employee. To identify the median employee as of December 31, 2023, we used the total cash compensation paid in 2023, as reported to the Internal Revenue Service on Form W-2 for each of our employees (excluding our Chief Executive Officer). We included all full time and part time employees, and annualized the base wages of employees who received pay for part of 2023 in order to reflect base wages if they had worked for the entire year. We believe using this consistently applied measure gives a reasonable comparison across functions. Once identified, we calculated the total compensation of the median employee for 2023 using the same rules that apply to reporting compensation of our named executive officers, and reflected in the Summary Compensation Table above. The median employee for 2023 was a part time Broista, working in Sacramento, California, and their total compensation for 2023 was $15,889. Mr. Ricci’s total compensation for 2023, as reported in the Summary Compensation Table, was $1,916,628. Therefore, the ratio of our Chief Executive Officer’s annual total compensation for 2023 to that of our median employee was 121:1. The SEC rules governing this disclosure allow companies to apply different methodologies, exclusions, assumptions, adjustments, and estimates to reflect their compensation practices. For this reason, the pay ratio reported by other companies may not be comparable to the one we have disclosed.

  65. Indemnification of Directors and Officers

    Indemnification of Directors and Officers Our amended and restated certificate of incorporation contains provisions limiting the liability of directors, and our amended and restated bylaws provide that we will indemnify our directors and officers to the fullest extent permitted by the Delaware General Corporation Law. In addition, our amended and restated certificate of incorporation provides that our directors will not be liable for monetary damages for breach of fiduciary duty to the fullest extent permitted by the laws of the state of Delaware. In addition, we have entered into an indemnification agreement with each of our directors and executive officers. These agreements provide, among other things, that we will indemnify the executive officer or director, under the circumstances and to the extent provided for in the indemnification agreement, for expenses, damages, judgments, fines, and settlements he or she may be required to pay in actions or proceedings which he or she is or may be made a party by reason of his or her position as a director, officer, or other agent of our company, and otherwise to the fullest extent permitted under Delaware law and our amended and restated bylaws. There is no pending litigation or proceeding naming any of our directors or officers to which indemnification is being sought, and we are not aware of any pending or threatened litigation that may result in claims for indemnification by any director or officer.