DEF 14A of Dutch Bros Inc., Mar 31, 2025

DEF 14A of Dutch Bros Inc.

Filed Mar 31, 2025 · FY20240001866581-25-000102

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 ten directors, all of whom are nominees for director this year. All directors will be elected by the holders of our Class A, Class B, Class C, and Class D common stock, voting together as a single class. Directors are elected annually by a majority of eligible votes cast on each director’s election. 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. All of the directors were last elected as members of our Board at our 2024 annual meeting of stockholders, with the exception of Todd Penegor, G.J. Hart, and Kory Marchisotto. Mr. Hart was appointed by the Board in June 2024 to fill the vacancy created by the resignation of Blythe Jack, and Mr. Penegor was appointed by the Board in June 2024 to fill the vacancy created by the resignation of Sean Sullivan. 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. Vacancies and newly created directorships on our Board will be filled as provided in the amended and restated certificate of incorporation, except as otherwise required by applicable law. In February 2025, the Board increased the number of directors from nine to ten, and Ms. Marchisotto was appointed by the Board to fill the vacancy created thereby. Ms. Jack and Mr. Sullivan served on our Board in 2024 and were elected by the holders of our Class C common stock voting separately. Pursuant to the terms of our amended and restated certificate of incorporation, when the outstanding shares of Class C common stock and Class D common stock fall below certain thresholds, the holders of Class C common stock are no longer entitled to such separate class director election rights, and when such thresholds ceased to be met in March 2024 and June 2024, Ms. Jack and Mr. Sullivan, respectively, resigned from the Board. 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 2026 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. We have no reason to believe that any of the nominees will be unavailable or, if elected, will decline to serve. In the event that any of these nominees should become unavailable for election due to any presently unforeseen reason, proxies will be voted for a substitute as designated by the Board, or alternatively, the Board may leave a vacancy on the Board or reduce its size. It is Dutch Bros’ policy to encourage directors and nominees for director to attend the Annual Meeting. All of our current directors who served at the time of our 2024 annual meeting of stockholders attended that meeting.

  2. Vote Required

    | Travis Boersma Co-founder and Executive Chairman of the Board | Age: 54 | | Skills & Expertise: •Industry Experience •Brand Marketing Experience •Operations & Distribution Experience •Senior Leadership Experience | Committees: None |

  3. Vote Required

    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.

  4. Vote Required

    | Christine Barone Chief Executive Officer and Director | Age: 51 | | Skills & Expertise: •Industry Experience •Brand Marketing Experience •Operations & Distribution Experience •Public Company Board Experience •Senior Leadership Experience | Committees: None |

  5. Vote Required

    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.

  6. Vote Required

    | C. David Cone Director | Age: 53 | | Skills & Expertise: •Financial/Capital Allocation Experience •Technology Experience •Senior Leadership Experience | Committees: Audit and Risk (Chair) |

  7. Vote Required

    | Thomas Davis Director | Age: 47 | | Skills & Expertise: •Financial/Capital Allocation Experience •Senior Leadership Experience | Committees: None |

  8. Vote Required

    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.

  9. Vote Required

    | Kathryn George Director | Age: 60 | | Skills & Expertise: •Financial/Capital Allocation Experience •Technology Experience •Senior Leadership Experience | Committees: None |

  10. Vote Required

    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, technology, and management make her an appropriate member of our Board.

  11. Vote Required

    | Stephen Gillett Director | Age: 49 | | Skills & Expertise: •Financial/Capital Allocation Experience •Brand Marketing Experience •Operations & Distribution Experience •Technology Experience •Public Company Board Experience •Senior Leadership Experience | Committees: Compensation, Nominating and Governance |

  12. Vote Required

    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.

  13. Vote Required

    | G.J. Hart Director | Age: 67 | | Skills & Expertise: •Industry Experience •Brand Marketing Experience •Operations & Distribution Experience •Public Company Board Experience •Senior Leadership Experience | Committees: Compensation (Chair) |

  14. Vote Required

    Mr. Hart has served as a member of our Board since June 2024. Since September 2022, Mr. Hart has served as President and Chief Executive Officer of Red Robin Gourmet Burgers, Inc. (NASDAQ: RRGB), an American casual dining restaurant chain, where he has served on the board of directors since November 2019. He previously served as Chief Executive Officer of Torchy’s Tacos, a privately-held fast-casual restaurant chain, from 2018 to 2021. Prior to that, he served as Chief Executive Officer of California Pizza Kitchen Inc. from 2011 to 2018, and as President and Chief Executive Officer of Texas Roadhouse Inc. (NASDAQ: TXRH) from 2000 to 2004 and 2004 to 2011, respectively. Mr. Hart has served on the board of directors of Portillo’s Inc. (NASDAQ: PTLO) since 2016. We believe Mr. Hart’s extensive experience in all facets of leading public companies in our industry, including finance, marketing, and operations, as well as his experience as a public company director make him an appropriate member of our Board.

  15. Vote Required

    | Kory Marchisotto Director | Age: 48 | | Skills & Expertise: •Brand Marketing Experience •Senior Leadership Experience | Committees: None |

  16. Vote Required

    Ms. Marchisotto has served as a member of our Board since February 2025. Since 2019, Ms. Marchisotto has served as Senior Vice President and Chief Marketing Officer of e.l.f. Beauty (NYSE: ELF), a purpose-led, results-driven, multi-brand global beauty company. She previously served as Senior Vice President, Marketing for bareMinerals, a brand of Shiseido Company, Ltd (TYO: 4911), one of the top beauty companies in the world, from 2016 to 2018. Prior to that, she served as Senior Vice President of Marketing, Beauty Prestige Group from 2015 to 2016, and Vice President of Marketing, Beauty Prestige Group from 2011 to 2015, at Shiseido Americas Corporation. Ms. Marchisotto received a Master of Professional Studies, Cosmetics and Fragrance Marketing and Management from the Fashion Institute of Technology, and a B.A. in marketing from Pace University’s Lubin School of Business. We believe Ms. Marchisotto’s extensive experience in brand marketing and senior leadership make her an appropriate member of our Board.

  17. Vote Required

    | Ann Miller Director | Age: 50 | | Skills & Expertise: •Financial/Capital Allocation Experience •Brand Marketing Experience •Operations & Distribution Experience •Technology Experience •Senior Leadership Experience | Committees: Nominating & Governance (Chair), Audit & Risk |

  18. Vote Required

    Ms. Miller has served as a member of our Board since August 2022. Since October 2024, Ms. Miller has served as Executive Vice President, Global Sports Marketing of NIKE, Inc. (NYSE: NKE), a multinational athletic footwear, apparel, equipment, and services corporation. She previously served for more than 15 years in various other roles at NIKE, most recently as Executive Vice President and Chief Legal Officer from February 2022 to October 2024, and as Vice President, Corporate Secretary and Chief Ethics & Compliance Officer from November 2016 to February 2022. Ms. Miller 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 Ms. Miller’s extensive experience in senior leadership and in advising public companies on business, securities, and corporate governance matters make her an appropriate member of our Board.

  19. Vote Required

    | Todd Penegor Director | Age: 59 | | Skills & Expertise: •Industry Experience •Financial/Capital Allocation Experience •Brand Marketing Experience •Operations & Distribution Experience •Technology Experience •Public Company Board Experience •Senior Leadership Experience | Committees: Audit & Risk |

  20. Vote Required

    Mr. Penegor has served as a member of our Board since June 2024. Mr. Penegor has served the President and Chief Executive Officer of Papa John’s International, Inc. (NASDAQ: PZZA), an international pizza delivery company, since February 2024. Prior to that, he served as President and Chief Executive Officer of The Wendy’s Company (NASDAQ: WEN), an international fast food chain, from May 2016 to February 2024, and prior to that as Senior Vice President and Chief Financial Officer from 2013 to 2016. He previously served in various roles at Kellanova (formerly Kellogg Company) (NYSE: K) from 2000 to 2013, most recently as Vice President of Kellogg Company and President of U.S. Snacks from 2009 to 2013, and at Ford Motor company (NYSE: F) from 1989 to 2000. Mr. Penegor has served on the board of directors of Ball Corporation (NYSE: BALL) since October 2009. We believe Mr. Penegor’s extensive experience in all facets of leading public companies in our industry, including finance, marketing, operations, and technology, as well as his experience as a public company director make him an appropriate member of our Board.

  21. Director Compensation

    Director Compensation

  22. Director Compensation for 2024

    Director Compensation for 2024 The following table details the compensation of the Dutch Bros Inc. non-employee directors for the year ended December 31, 2024. Mr. Boersma and Ms. Barone, who each served as both an employee and a director during 2024, received no additional compensation for their respective service as a director. Mr. Boersma received $1,500,000 in connection with his service as Executive Chairman during 2024, as described below under “Executive Chairman Compensation.” The compensation received by Ms. Barone as an employee for the year ended December 31, 2024 is included in the Summary Compensation Table below.

  23. Director Compensation for 2024

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)1 2 | Total ($) | | Travis Boersma | 1,500,000 | — | 1,500,000 | | C. David Cone | 92,404 | 168,122 | 260,526 | | Thomas Davis | 77,615 | 109,977 | 187,592 | | Kathryn George | 70,000 | 109,977 | 179,977 | | Stephen Gillett | 88,604 | 109,977 | 198,581 | | G.J. Hart 3 | 50,769 | — | 50,769 | | Blythe Jack 4 | 17,571 | — | 17,571 | | Kory Marchisotto 5 | — | — | — | | Ann Miller | 95,000 | 109,977 | 204,977 | | Todd Penegor 6 | 39,797 | — | 39,797 | | Sean Sullivan 7 | 33,544 | 168,122 | 201,666 |

  24. Director Compensation for 2024

    _________________ 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 13 to our audited financial statements, included within our 2024 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, 2024, 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, 2024, 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 $52.38 per share, the closing market price on December 31, 2024. 3 Mr. Hart was appointed to the Board effective June 3, 2024. 4 Ms. Jack resigned from the Board effective March 22, 2024. 5 Ms. Marchisotto was appointed to the Board effective February 18, 2025. 6 Mr. Penegor was appointed to the Board effective June 24, 2024. 7 Mr. Sullivan resigned from the Board effective June 12, 2024.

  25. Director Compensation for 2024

    | Name | Unvested RSUs (#) | Market Value of Unvested RSUs ($) | | Travis Boersma | — | — | | C. David Cone | 1,525 | 79,880 | | Thomas Davis | 1,525 | 79,880 | | Kathryn George | 1,525 | 79,880 | | Stephen Gillett | 1,525 | 79,880 | | G.J. Hart | — | — | | Blythe Jack 1 | — | — | | Kory Marchisotto | — | — | | Ann Miller | 1,525 | 79,880 | | Todd Penegor | — | — | | Sean Sullivan 2 | — | — |

  26. Director Compensation for 2024

    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 resigned from the Board effective June 12, 2024, and forfeited the 3,049 unvested RSUs he held at that time.

  27. 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 2024 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 Cash Retainer: •All Eligible Directors: $70,000, which amount increased to $75,000, effective January 1, 2025 •Lead Director Retainer (in addition to Eligible Director Service Retainer): $20,000, which amount increased to $25,000, effective January 1, 2025 Annual Committee Chair Service Cash Retainer: •Chair of the Audit and Risk Committee (in addition to Committee Member Service Retainer): $15,000, which amount increased to $20,000, effective January 1, 2025 •Chair of the Compensation Committee (in addition to Committee Member Service Retainer): $10,000, which amount increased to $17,500, effective January 1, 2025 •Chair of the Nominating and Governance Committee (in addition to Committee Member Service Retainer): $10,000, which amount increased to $12,500, effective January 1, 2025 Annual Committee Member Service Cash 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 $110,000, which amount increased to $125,000 effective as of January 1, 2025. Awards made in 2024 vest, 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). Awards made after January 1, 2025 will vest, subject to the eligible director’s continued service to the Company through each vesting date, 25% on each of August 20, November 20, February 20, and May 20, 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). Additionally, 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 $110,000, which amount increased to $125,000 effective as of January 1, 2025, 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. 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. Coffee Cash Non-Employee directors may opt in to receive an additional $100 per month in “coffee cash” to be used to purchase items in our shops.

  28. 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 2024, 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 quick-service restaurants, 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 fourteen companies for use in setting executive compensation for the year ended December 31, 2024:

  29. Determining Executive Compensation

    | 2024 Peer Group | | | Papa John's International Inc. (PZZA) | Celsius Holdings, Inc. (CELH) | | Wendy's Co. (WEN) | El Pollo Loco Holdings, Inc. (LOCO) | | Jack in the Box Inc. (JACK) | First Watch Restaurant Group, Inc. (FWRG) | | Krispy Kreme, Inc. (DNUT) | Potbelly Corporation (PBPB) | | BJ's Restaurants, Inc. (BJRI) | Chuy's Holdings Inc. | | Dine Brands Global, Inc. (DIN) | Wingstop Inc. (WING) | | Shake Shack Inc. (SHAK) | Portillo's Inc. (PTLO) |

  30. Determining Executive Compensation

    Our 2023 peer group included Red Robin Gourmet Burgers, Inc., and Noodles & Company, each of which were removed from our 2024 peer group due to their growth and market cap, which are not aligned with ours. We added Celsius Holdings, Inc., First Watch Restaurant Group, Inc., and Portillo’s Inc., each of which were recommended by Semler Brossy as relevant business comparators due to their growth and business model. Chuy’s Holdings Inc. was acquired by Darden Restaurants, Inc. in October 2024 and is no longer publicly listed. 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 were first required to conduct a stockholder advisory vote regarding our executive compensation (Say-on-Pay) at our 2024 annual stockholder meeting. At our 2024 annual stockholder meeting, the Say-on-Pay proposal received 97.4% of the votes cast “For” approval. The Compensation Committee reviewed and considered the results of the 2024 Say-on-Pay vote in determining executive compensation for 2025. At our 2023 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.

  31. Elements of Executive Compensation

    Elements of Executive Compensation The three main elements of our executive compensation program for our named executive officers 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. 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 of our named executive officers, aside from Mr. Jemley, during 2024, determined by the Compensation Committee, 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, were:

  32. Elements of Executive Compensation

    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. Mr. Jemley’s annual base salary during 2024 was $600,000 from January 1, 2024 through September 2, 2024, when his employment ended. He was then retained by the Company as an independent contractor to assist in the transition of his former duties as Chief Financial Officer, under an Advisor Agreement, between the Company and Mr. Jemley, dated September 3, 2024 (the Advisor Agreement), included as Exhibit 10.10 to the 2024 Annual Report. Under the Advisor Agreement, Mr. Jemley no longer receives a salary, but instead is paid for work performed at an hourly rate of $750. 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 were eligible for performance-based annual cash bonuses in 2024 in the amounts set forth in the second table below. 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 2024.

  33. Elements of Executive Compensation

    | Performance Metric | Weight | Threshold ($, thousands) | Target ($, thousands) | Maximum ($, thousands) | Actual Result ($, thousands) | Percent Payout1 | | Total Revenue | 50% | 1,149.6 | 1,197.5 | 1,245.4 | 1,281.0 | 200% | | Adjusted EBITDA 2 | 50% | 171.0 | 190.0 | 209.0 | 230.3 | 200% | | Payout | | 50% | 100% | 200% | | 200% |

  34. 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 EBITDA, excluding equity-based compensation, expenses associated with equity offerings, COVID-19: catastrophic leave expenses, COVID-19: prepaid costs not utilized, costs incurred for company-wide milestone events, executives transitions costs, (gain) loss on the remeasurement of the liability related to the TRAs, estimated expenses related to certain legal disputes, sale of aircraft, and organization realignment and restructuring costs. 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 2024 Annual Report. Each named executive officer 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. Jemley’s cash bonus for 2024 was prorated based on his transition out of the role of Chief Financial Officer, as set forth in the Advisor Agreement and below. The table below sets forth the annual cash bonus payout calculations for each named executive officer for 2024.

  35. Elements of Executive Compensation

    | Named Executive Officer | Base Salary ($) | Bonus Eligibility as Percentage of Base Salary | Percent Payout | Total Actual Payout ($) 1 | | Christine Barone | 750,000 | 100% | 200% | 1,500,000 | | Joshua Guenser | 550,000 | 75% | 200% | 825,000 | | Sumi Ghosh | 500,000 | 60% | 200% | 600,000 | | Victoria Tullett | 450,000 | 50% | 200% | 450,000 | | Tana Davila | 500,000 | 50% | 200% | 500,000 | | Charles Jemley 2 | 600,000 | 50% | 200% | 358,197 |

  36. Elements of Executive Compensation

    1 Calculated by multiplying the 200% payout, calculated as described in the table above, by the applicable named executive officer’s bonus eligibility as a percentage of base salary. 2 Mr. Jemley’s total actual payout is prorated based on the terms of the Advisor Agreement as follows: (i) 100% of the total payout eligible amount for the portion of the year beginning January 1, 2024 and ending May 15, 2024; (ii) 75% of the total payout eligible amount for the portion of the year beginning May 16, 2024 and ending September 2, 2024; and (iii) 0% of the total payout eligible amount for the remainder of the year. Long-Term Equity Incentive Awards Annual grants of long-term equity incentive awards under our 2021 Plan are intended to incentivize and retain top quality management. Vesting terms are at the discretion of the Compensation Committee, but the awards granted in 2024 vest one-third on the first, second, and third anniversaries 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 executive officers are comprised of 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 as long-term incentives to our named executive officers in 2024 after careful review of market data and pay practices for comparable executive positions at our peer group of companies. The grant date fair value of long-term incentive awards for 2024 were as follows:

  37. Elements of Executive Compensation

    | Named Executive Officer | 2024 RSU Award ($) | | Christine Barone | 1,799,990 | | Joshua Guenser | 2,029,962 | | Sumi Ghosh | 1,299,991 | | Victoria Tullett | 799,992 | | Tana Davila | 499,999 | | Charles Jemley | 649,981 |

  38. Elements of Executive Compensation

    Messrs. Guenser and Ghosh’s long-term incentive awards for 2024 each include a one-time award of RSUs related to commencement of their employment with the Company, with grant date fair values of approximately $1,015,000 and $750,000, respectively, vesting one-third on the first, second, and third anniversaries of the grant date, subject to the recipient’s continuous service to the Company. The Compensation Committee considered market data and pay practices for comparable positions, as well as each of Messrs. Guenser and Ghosh’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. Ms. Tullett’s long-term incentive award for 2024 includes a special incentive of an additional number of RSUs with a grant date fair value of approximately $300,000 granted in connection with Ms. Tullett’s support of the expansion of our support center in Phoenix, Arizona. The additional RSUs vest one-third on the first, second, and third anniversaries of the grant date, subject to Ms. Tullett’s continuous service to the Company. The Compensation Committee believes the one-time long-term incentive award increase for Ms. Tullett was the appropriate vehicle to incentivize her decision to continue with the Company, provide additional alignment with the interests of the Company’s stockholders, and promote retention. Mr. Jemley’s previously awarded long-term incentive awards continue to vest so long as he continues to provide services to the Company, and he did not receive additional equity awards following the termination of his employment. Mr. Jemley currently continues to provide services under the Advisor Agreement. The Compensation Committee determined that, in addition to service-based vesting conditions, the long-term incentive awards for 2025 will include market-based vesting conditions. For each named executive officer, 50% of their long-term equity incentive award will vest on the same schedule as the 2024 awards, and 50% will vest based on our three-year relative total shareholder return versus a peer group of companies approved by the Compensation Committee. Signing Bonuses 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. In 2024, Messrs. Guenser and Ghosh received signing bonuses from the Company of $200,000 and $250,000, respectively, in connection with the commencement of each of their employments with the Company, each of which is repayable to the Company in full (on a pretax, gross basis) if the recipient resigns his employment with the Company without “good reason” or the Company terminates his employment for “cause” within two years after his first day of employment. If not triggered, the repayment conditions with respect to the signing bonuses will lapse on February 19, 2026 and January 15, 2026, respectively. Other Compensation In general, all of our current named executive officers, other than Mr. Jemley, 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. Jemley, 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. Otherwise, we generally do not provide perquisites or personal benefits to our named executive officers. Our named executive officers are eligible to participate in our 401(k) 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. In addition, in 2024, Messrs. Guenser and Ghosh each received reimbursement for relocation expenses of up to $150,000 and $200,000, respectively (plus a gross-up amount to offset any tax liability arising from such reimbursement), in connection with the commencement of each of their employment, as well as reimbursement for reasonable costs incurred in traveling to and from their home and the Company’s offices in Grants Pass, Oregon and Phoenix, Arizona for the first six months of employment. Actual amounts of such reimbursements are reflected on the Summary Compensation Table below.

  39. 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.

  40. Charles Jemley

    Charles Jemley We entered into an amended and restated employment agreement with Charles Jemley, our former Chief Financial Officer, effective May 21, 2024 providing for his employment in the role of Strategic Advisor. The amended and restated employment agreement included no specific term and provided that Mr. Jemley was an at-will employee. Mr. Jemley transitioned out of the role of Chief Financial Officer on May 9, 2024, and was employed as Strategic Advisor through September 2, 2024. Prior to his departure, Mr. Jemley’s annual base salary was $600,000, and he was eligible to earn a target annual bonus equal to 50% of his annual base salary based on the achievement of performance objectives determined by our Board (or its Compensation Committee) and prorated for 2024 based on the timing of his transition. Mr. Jemley was also eligible to participate in the Company’s standard benefits, subject to the terms and conditions of such plans and programs. Mr. Jemley’s amended and restated offer letter provided that he was no longer eligible for benefits under the terms of the Severance Plan, as described below under “Potential Payments upon Termination or Change of Control,” and he did not become entitled to, or otherwise receive, any severance payments in connection with the termination of his employment. We entered into the Advisor Agreement with Mr. Jemley effective September 3, 2024, under which Mr. Jemley provides services to the Company as an independent contractor at an hourly rate of $750. Mr. Jemley’s previously awarded long-term incentive awards continue to vest so long as he continues to provide services to the Company, however, he is not eligible to receive additional awards.

  41. 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, 2024, 2023, and 2022.

  42. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($) 1 | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($)2 | Total ($) | | Christine Barone 3 | | | | | | | | | Chief Executive Officer and President | 2024 | 750,000 | 900,000 | 1,799,990 | 1,500,000 | 18,410 | 4,968,400 | | | 2023 | 565,814 | — | 3,124,975 | 507,021 | 15,891 | 4,213,701 | | | 2022 | — | — | — | — | — | — | | Joshua Guenser 4 | | | | | | | | | Chief Financial Officer | 2024 | 478,958 | — | 2,029,962 | 825,000 | 202,405 | 3,536,325 | | | 2023 | — | — | — | — | — | — | | | 2022 | — | — | — | — | — | — | | Sumi Ghosh | | | | | | | | | President of Operations | 2024 | 481,061 | — | 1,299,991 | 600,000 | 271,848 | 2,652,900 | | | 2023 | — | — | — | — | — | — | | | 2022 | — | — | — | — | — | — | | Victoria Tullett | | | | | | | | | Chief Legal Officer | 2024 | 450,000 | — | 799,992 | 450,000 | 187,460 | 1,887,453 | | | 2023 | 450,000 | — | 449,971 | 202,500 | 8,599 | 1,111,070 | | | 2022 | 122,649 | — | 154,355 | — | 1,587 | 278,591 | | Tana Davila | | | | | | | | | Chief Marketing Officer | 2024 | 500,000 | — | 499,999 | 500,000 | 14,507 | 1,514,506 | | | 2023 | 278,409 | 139,041 | 821,750 | — | 2,074 | 1,241,274 | | | 2022 | — | — | — | — | — | — | | Charles Jemley 5 | | | | | | | | | Former Chief Financial Officer | 2024 | 374,344 | — | 649,981 | 358,197 | 12,463 | 1,394,984 | | | 2023 | 500,000 | — | 599,972 | 225,000 | 16,595 | 1,341,567 | | | 2022 | 472,500 | 225,000 | — | — | 25,833 | 723,333 |

  43. Summary Compensation Table

    _________________ 1Amounts 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 2024 Annual Report. 2 Represents the following:

  44. Summary Compensation Table

    | Name | Year | Company-paid 401(k) matching contributions ($) | Company-paid life and long-term disability insurance premiums ($) | Cell phone & internet stipends ($) | “Coffee cash” allowances ($) | Moving Expenses ($) | Gift Cards ($) 1 | Tax Gross-Up Payments ($) 1 | Total All Other Compensation ($) | | Ms. Barone | 2024 | 15,050 | 360 | 1,800 | 1,200 | — | | | 18,410 | | Mr. Guenser | 2024 | — | 66 | 1,575 | 950 | 199,814 | | | 202,405 | | Mr. Ghosh | 2024 | — | 70 | 2,400 | 1,050 | 268,328 | | | 271,848 | | Ms. Tullett | 2024 | 12,750 | 360 | 1,800 | 1,200 | 171,350 | | | 187,460 | | Ms. Davila | 2024 | 10,833 | 74 | 2,400 | 1,200 | — | | | 14,507 | | Mr. Jemley | 2024 | 10,271 | 210 | 1,200 | 650 | — | 100 | 32 | 12,463 |

  45. Summary Compensation Table

    1 Mr. Jemley received a $100 recognition gift card, and $32 gross-up payment to account for estimated taxes on the $100 recognition gift card. 3 Ms. Barone received a signing bonus from the Company in connection with the commencement of her employment in 2023, which was repayable to the Company in full (on a pretax, gross basis) if she resigned her employment 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. 4 Mr. Guenser has served as our Chief Financial Officer since May 2024. 5 Mr. Jemley served as our Chief Financial Officer from August 2021 to May 9, 2024 and as Strategic Advisor from May 10, 2024 to September 2, 2024. Since September 3, 2024, Mr. Jemley has provided services under the Advisor Agreement at an hourly rate of $750. Amount reported as salary for Mr. Jemley includes $16,219 paid to Mr. Jemley in advisor fees pursuant to the Advisor Agreement.

  46. 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, 2024.

  47. 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 ($) | Maximum ($) | | | | Christine Barone | — | 467,500 | 935,000 | 1,870,000 | | | | | 3/1/2024 | | | | 60,667 | 1,799,990 | | Joshua Guenser | — | 206,250 | 412,500 | 825,000 | | | | | 3/1/2024 | | | | 34,209 | 1,014,981 | | | 3/1/2024 | | | | 34,209 | 1,014,981 | | Sumi Ghosh | — | 157,500 | 315,000 | 630,000 | | | | | 3/1/2024 | | | | 18,537 | 549,993 | | | 3/1/2024 | | | | 25,278 | 749,998 | | Victoria Tullett | — | 112,500 | 225,000 | 450,000 | | | | | 3/1/2024 | | | | 26,963 | 799,992 | | Tana Davila | — | 157,500 | 315,000 | 630,000 | | | | | 3/1/2024 | | | | 16,852 | 499,999 | | Charles Jemley | 3/1/2024 | | | | 21,907 | 649,981 |

  48. Grants of Plan-Based Awards

    1 Each named executive officer is 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. Jemley is no longer eligible to receive an annual cash bonus. Annual cash bonuses paid during 2024 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 2024 Annual Report.

  49. 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, 2024.

  50. Outstanding Equity Awards at Fiscal Year-End

    | | | Stock Awards | | | Name | Grant Date | Number of shares or units of stock that have not vested (#) 2, 3 | Market value of shares or units of stock that have not vested ($)1 | | Christine Barone | 3/1/2023 | 58,612 | 3,070,097 | | | 3/1/2023 | 39,074 | 2,046,696 | | | 3/1/2024 | 60,667 | 3,177,737 | | Joshua Guenser | 3/1/2024 | 34,209 | 1,791,867 | | | 3/1/2024 | 34,209 | 1,791,867 | | Sumi Ghosh | 3/1/2024 | 18,537 | 970,968 | | | 3/1/2024 | 25,278 | 1,324,062 | | Victoria Tullett | 11/1/2022 | 2,182 | 114,293 | | | 3/1/2023 | 14,066 | 736,777 | | | 3/1/2024 | 26,963 | 1,412,322 | | Tana Davila | 7/1/2023 | 11,310 | 592,418 | | | 7/1/2023 | 17,574 | 920,526 | | | 3/1/2024 | 16,852 | 882,708 | | Charles Jemley 4 | 3/1/2023 | 18,755 | 982,387 | | | 3/1/2024 | 21,907 | 1,147,489 |

  51. Outstanding Equity Awards at Fiscal Year-End

    _________________ 1Market value of unvested RSUs was based on $52.38 per share, the closing market price per share on December 31, 2024. 2RSUs awarded on November 1, 2022, March 1, 2023, and July 1, 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 continued service through each vesting date. 3RSUs awarded on March 1, 2024 vest 1/3 on the first, second, and third anniversaries of the grant date, subject to the recipient’s continued service through each vesting date. 4Mr. Jemley’s RSU awards will continue to vest so long as he provides Continuous Service (as defined in the 2021 Plan) to the Company.

  52. 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. Jemley, 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. Jemley transitioned out of the role of Chief Financial Officer effective May 9, 2024, was employed by the Company as Strategic Advisor through September 3, 2024, and was engaged as an independent contractor beginning September 3, 2024. He received no separation payments or other benefits under the Severance Plan, and is no longer eligible to participate in the Severance Plan. Mr. Jemley has therefore been omitted from these tables.

  53. 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 | | Christine Barone | 24 | 100% | Yes | 18 | 100% | | Joshua Guenser | 12 | 100% | Yes | 12 | 100% | | Sumi Ghosh | 12 | 100% | Yes | 12 | 100% | | Victoria Tullett | 12 | 100% | Yes | 12 | 100% | | Tana Davila | 12 | 100% | Yes | 12 | 100% |

  54. 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 | | Christine Barone | 24 | — | Yes | 18 | — | | Joshua Guenser | 12 | — | Yes | 12 | — | | Sumi Ghosh | 12 | — | Yes | 12 | — | | Victoria Tullett | 12 | — | Yes | 12 | — | | Tana Davila | 12 | — | Yes | 12 | — |

  55. 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 Mr. Jemley, 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 Mr. Jemley, 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, 2024. 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.

  56. 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 | 1,500,000 | — | 750,000 | 38,390 | — | 2,288,390 | | Change in Control Termination | 1,500,000 | 750,000 | 750,000 | 38,390 | 8,294,530 | 11,332,920 | | Death or Disability | — | — | 750,000 | — | 8,294,530 | 9,044,530 | | Joshua Guenser | | | | | | | | Chief Financial Officer | | | | | | | | Regular Termination | 550,000 | — | 412,500 | 25,593 | — | 988,093 | | Change in Control Termination | 550,000 | 412,500 | 412,500 | 25,593 | 3,583,735 | 4,984,328 | | Death or Disability | — | — | 412,500 | — | 3,583,735 | 3,996,235 | | Sumi Ghosh | | | | | | | | President of Operations | | | | | | | | Regular Termination | 500,000 | — | 300,000 | 25,593 | — | 825,593 | | Change in Control Termination | 500,000 | 300,000 | 300,000 | 25,593 | 2,295,030 | 3,420,623 | | Death or Disability | — | — | 300,000 | — | 2,295,030 | 2,595,030 | | Victoria Tullett | | | | | | | | Chief Legal Officer | | | | | | | | Regular Termination | 450,000 | — | 225,000 | — | — | 675,000 | | Change in Control Termination | 450,000 | 225,000 | 225,000 | — | 2,263,392 | 3,163,392 | | Death or Disability | — | — | 225,000 | — | 2,263,392 | 2,488,392 | | Tana Davila | | | | | | | | Chief Marketing Officer | | | | | | | | Regular Termination | 500,000 | — | 250,000 | — | — | 750,000 | | Change in Control Termination | 500,000 | 250,000 | 250,000 | — | 2,395,652 | 3,395,652 | | Death or Disability | — | — | 250,000 | — | 2,395,652 | 2,645,652 |

  57. Potential Payments upon Termination or Change of Control

    1 Assuming the applicable triggering event occurred on December 31, 2024. 2 Bonus estimates are calculated as if all target metrics had been achieved. 3 Based on $52.38 per share, the closing market price per share on December 31, 2024 and equity holdings as of that date. Mr. Jemley transitioned out of the role of Chief Financial Officer effective May 9, 2024, was employed by the Company as Strategic Advisor through September 3, 2024, and was engaged as an independent contractor beginning September 3, 2024. In connection with his separation as an employee, Mr. Jemley did not receive, and is no longer eligible for, any severance payments.

  58. 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 the years ending December 31, 2024, 2023, 2022, and 2021 (the year of our IPO). 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.”

  59. 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) ($, in thousands) 8 | Adjusted EBITDA ($, in thousands)9 | | 2024 | 4,968,400 | N/A | 8,369,224 | N/A | 2,197,234 | 3,270,881 | 142.80 | 124.68 | 66,450 | 230,283 | | 2023 | 1,916,628 | N/A | 2,832,321 | N/A | 2,074,150 | 2,235,642 | 86.34 | 96.55 | 9,952 | 160,062 | | 2022 | 1,114,060 | N/A | (10,603,081) | N/A | 910,478 | (5,481,343) | 76.85 | 68.46 | (19,253) | 91,181 | | 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) | 84,132 |

  60. Pay versus Performance

    _________________ 1 Ms. Barone served as our Principal Executive Officer (PEO) from January 1, 2024 to December 31, 2024. Jonathan “Joth” Ricci served as our PEO from February 2021 to December 31, 2023. Amounts in this column reflect Ms. Barone’s total compensation reported for 2024, and Mr. Ricci’s total compensation reported for 2021, 2022, and 2023 in the “Total” column of the 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. 3 The dollar amounts reported in this column represent the amount of “compensation actually paid” to Ms. Barone 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 Ms. Barone or Mr. 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 their total compensation for each applicable year to determine the compensation actually paid:

  61. Pay versus Performance

    | | 2024 | | | | | Christine Barone ($) | | Summary Compensation Table Total | | 4,968,400 | | Subtract Summary Compensation Table Value of Stock Awards | | (1,799,990) | | Add Covered Year End Fair Value of Stock Awards Granted during Covered Year that are Outstanding and Unvested at Covered Year End | | 3,177,737 | | 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* | | 2,023,077 | | Add Vesting Date Fair Value of Stock Awards that were Granted and Vested during the Covered Year | | — | | 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 | | — | | Compensation Actually Paid | | 8,369,224 |

  62. 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 Ms. Barone was granted or held any option awards during 2024, 2023, 2022, or 2021, and no stock awards held by either Mr. Boersma or Ms. Barone were forfeited due to a failure to vest in 2024, 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 each PEO during the applicable year) 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 Jemley, Brian Maxwell, and John Graham; (iii) for 2023, Travis Boersma, Christine Barone, Charles Jemley, and Tana Davila; and (iv) for 2024, Joshua Guenser, Sumi Ghosh, Victoria Tullett, Tana Davila, and Charles Jemley. 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 each PEO during the applicable year) 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 each PEO during the applicable year) for each year to determine the compensation actually paid:

  63. Pay versus Performance

    | | 2024 | | | Non-PEO NEOs ($) | | Average Summary Compensation Table Total | 2,197,234 | | Subtract Average Summary Compensation Table Value of Stock Awards | (1,055,985) | | Add Average Covered Year End Fair Value of Stock Awards Granted during Covered Year that are Outstanding and Unvested at Covered Year End | 1,864,257 | | 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* | 264,620 | | 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 | 755 | | Average Compensation Actually Paid | 3,270,881 |

  64. 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 2024, 2023, 2022, or 2021, and no stock awards held by any of the applicable name executive officers for 2024, 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 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 EBITDA, excluding equity-based compensation, expenses associated with equity offerings, COVID-19: catastrophic leave expenses, COVID-19: prepaid costs not utilized, costs incurred for company-wide milestone events, executives transitions costs, (gain) loss on the remeasurement of the liability related to the TRAs, estimated expenses related to certain legal disputes, sale of aircraft, and organization realignment and restructuring costs. 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 2024 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.

  65. 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 Ms. Barone, our Chief Executive Officer for 2024, to the annual total compensation of the individual identified as our median employee. To identify the median employee as of December 31, 2024, we used the total cash compensation paid in 2024, 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 2024 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 2024 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 2024 was a part time Broista, averaging 17 hours per week and working in Beaumont, California, and their total compensation for 2024 was $19,437. Ms. Barone’s total compensation for 2024, as reported in the Summary Compensation Table, was $4,968,400. Therefore, the ratio of our Chief Executive Officer’s annual total compensation for 2024 to that of our median employee was 256:1. 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.

  66. 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.