Ann Miller
About Ann Miller
Ann Miller (age 50) is an independent director of Dutch Bros Inc. (BROS) serving since August 2022, and currently chairs the Nominating & Governance Committee and serves on the Audit & Risk Committee . She is Executive Vice President, Global Sports Marketing at NIKE, Inc. since October 2024; previously NIKE’s Executive Vice President & Chief Legal Officer (Feb 2022–Oct 2024) and Vice President, Corporate Secretary & Chief Ethics & Compliance Officer (Nov 2016–Feb 2022) . She holds a J.D. summa cum laude from University of Arizona and a B.A. in History from Smith College .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| NIKE, Inc. | EVP, Global Sports Marketing | Oct 2024–present | Senior leadership in global sports partnerships/marketing |
| NIKE, Inc. | EVP & Chief Legal Officer | Feb 2022–Oct 2024 | Advised on business, securities, and corporate governance matters |
| NIKE, Inc. | VP, Corporate Secretary & Chief Ethics & Compliance Officer | Nov 2016–Feb 2022 | Oversight of ethics, compliance, and corporate secretary functions |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| NIKE, Inc. | EVP, Global Sports Marketing | Oct 2024 | Senior operating executive role; no Dutch Bros-related transactions disclosed |
Board Governance
| Item | Detail |
|---|---|
| Board service | Director since Aug 2022 |
| Independence | Board determined Ann Miller is independent under NYSE rules |
| Committees | Nominating & Governance (Chair); Audit & Risk (Member) |
| Meetings/attendance | Board met 9 times in 2024; all directors attended ≥75% of Board/committee meetings |
| Committee meeting volumes (2024) | Audit & Risk: 8; Compensation: 5; Nominating & Governance: 3 |
| Executive sessions | Independent directors typically meet in executive session; chaired by Audit & Risk Committee chair |
| Controlled company context | Co‑founder controls ~74.6% voting power; company currently has not availed itself of controlled company exemptions but may in future |
- Audit & Risk responsibilities include oversight of financial reporting, internal audit, cybersecurity and related party transactions review .
- Nominating & Governance responsibilities include director recruitment, succession planning, ESG/sustainability oversight, and community/public relations philosophy .
Fixed Compensation
| Component | 2024 Amount | 2025 Policy Change |
|---|---|---|
| Annual Board cash retainer | $70,000 | $75,000 effective Jan 1, 2025 |
| Audit & Risk Committee – member retainer | $10,000 | $10,000 |
| Nominating & Governance Committee – member retainer | $5,000 | $5,000 |
| Nominating & Governance Committee – chair retainer (in addition to member retainer) | $10,000 | $12,500 effective Jan 1, 2025 |
| Total fees earned (Ann Miller, 2024) | $95,000 | — |
| “Coffee cash” perk (optional) | $100/month available to non‑employee directors | $100/month |
Performance Compensation
| Equity Award | Grant Policy | Vesting | Award Value |
|---|---|---|---|
| Annual RSU (directors) – 2024 | Grant date fair value $110,000 | 25% each fiscal quarter; fully vested by next annual meeting or upon change‑in‑control | Ann Miller RSU grant value $109,977 |
| Annual RSU (directors) – 2025 | Grant date fair value $125,000 | 25% on Aug 20, Nov 20, Feb 20, May 20; fully vested by next annual meeting or upon change‑in‑control | Policy level |
| Unvested RSUs held (12/31/2024) | 1,525 units | Service‑based vesting per grant terms | Market value $79,880 at $52.38/share |
Director Equity Award Performance Metrics:
| Metric Category | 2024/2025 Application |
|---|---|
| Performance metrics tied to director equity | None; director RSUs are service‑based only |
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current public company boards (outside BROS) | None disclosed for Ann Miller in the 2025 proxy |
| Committee roles at other public companies | Not disclosed |
| Potential interlocks (customers/suppliers/competitors) | No related‑party transactions or business dealings disclosed involving Ann Miller |
Expertise & Qualifications
- Skills designated in BROS skills matrix: Financial/Capital Allocation, Brand Marketing, Operations & Distribution, Technology, Senior Leadership .
- Experience advising public companies on corporate governance and securities matters (from NIKE CLO tenure) .
Equity Ownership
| Item | Detail |
|---|---|
| Total beneficial ownership (all classes) | 9,545 shares; represents <1% of outstanding shares |
| Unvested RSUs (12/31/2024) | 1,525 units; market value $79,880 at $52.38/share |
| Options (exercisable/unexercisable) | None disclosed for directors (company does not grant options to directors) |
| Pledging/hedging policy | Company prohibits pledging and hedging of company stock by directors |
| Stock ownership guidelines | Directors must hold stock equal to 5.0x annual cash retainer; measurement annually; 5‑year compliance window beginning Jan 16, 2025 |
Governance Assessment
-
Strengths:
- Independent director designated by the Board; chairs Nominating & Governance and serves on Audit & Risk, placing her at the center of board composition, ESG/succession oversight, and financial/cyber risk oversight .
- Robust committee activity: Audit & Risk (8 meetings), Nominating & Governance (3), with overall board engagement (9 meetings; ≥75% attendance for all directors in 2024) .
- Director pay structure balanced and modest: 2024 cash fees $95,000 and equity $109,977 (approx. 46% cash / 54% equity), with service‑based RSUs that vest within one year, supporting alignment without short‑term risk taking .
- Ownership alignment policies: directors subject to 5x retainer stock ownership guideline and strict prohibitions on pledging/hedging .
- Broader shareholder support context: Say‑on‑Pay passed with 97.4% approval in 2024 (signals investor confidence in compensation governance) .
-
Risks and Context:
- Controlled company status (co‑founder controls ~74.6% of voting power) can diminish minority shareholder protections if exemptions are later used; while BROS currently has not elected those exemptions, this could change .
- Related‑party exposure exists at the company level (e.g., 2024 sale of airplane/hangar/equipment to co‑founder; family relationships among executives), reinforcing the importance of Audit & Risk Committee oversight—Ann participates in this committee .
- No Ann Miller‑specific related‑party transactions or conflicts disclosed; no Section 16 delinquency issues disclosed in the reviewed proxy sections (insider trading policy robust) .
-
RED FLAGS:
- Controlled company governance risk (potential future use of exemptions) .
- Company‑level related party activity (sale of assets to co‑founder; family ties), though not involving Ann Miller .
Implication: Ann Miller’s dual roles (N&G Chair, Audit & Risk member) and independence position her as a key counterweight to controlled‑company risks, with responsibility for director nominations, ESG oversight, succession planning, and scrutiny of financial/cyber/related‑party risks—areas material to investor confidence .