C. David Cone
About C. David Cone
Independent director since November 2023; age 53. Cone chairs the Audit and Risk Committee and has been designated an “audit committee financial expert.” He brings senior finance and technology experience from prior roles, including CFO and EVP at Taylor Morrison Home Corporation and VP FP&A at PetSmart. He holds a B.A. in Business Economics (Accounting emphasis) from the University of California, Santa Barbara .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Taylor Morrison Home Corporation (NYSE: TMHC) | Chief Financial Officer & EVP | Oct 2012 – Dec 2021 | Senior finance leadership in a public company |
| PetSmart, Inc. | Various finance roles; most recently VP FP&A | 2003 – 2012 | Led FP&A while company was publicly listed |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| The Challenger Group, Inc. (private) | Director | Current | Privately held residential homebuilder in Colorado |
| Urbi Desarrollos Urbanos SAB DE CV | Director | Prior | Previously served; no current service disclosed |
Board Governance
- Independence: Board determined Cone is independent under NYSE standards .
- Committee leadership and expertise: Audit and Risk Committee Chair; designated audit committee financial expert .
- Attendance: Board met 9 times in 2024; all directors met at least 75% attendance expectations. Independent directors hold executive sessions, typically chaired by the Audit & Risk Chair .
- Annual meeting engagement: Company encourages director attendance; all then-serving directors attended the 2024 annual meeting .
- Controlled company risk: Co-Founder holds ~74.6% combined voting power; although the company currently does not use controlled-company exemptions, it may in the future, which could reduce certain governance protections .
| Committee | Role | 2024 Meetings |
|---|---|---|
| Audit & Risk | Chair (Cone) | 8 |
| Compensation | Not a member | 5 |
| Nominating & Governance | Not a member | 3 |
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Fees Earned (Cash) | $92,404 | Actual cash paid in 2024 |
| Annual Board Retainer | $70,000 | Policy amount for 2024; increased to $75,000 effective Jan 1, 2025 |
| Audit & Risk Chair Retainer | $15,000 | Policy amount for 2024; increased to $20,000 effective Jan 1, 2025 |
| Audit & Risk Committee Member Retainer | $10,000 | Policy amount |
| Coffee Cash | $100/month | Optional; for use in Dutch Bros shops |
Performance Compensation
| Component | 2024 Value | Detail |
|---|---|---|
| Stock Awards (RSUs) | $168,122 | Aggregate grant-date fair value under 2021 Plan |
| Unvested RSUs (12/31/2024) | 1,525 | Market value $79,880 at $52.38/share |
| Annual Director RSU Policy | $110,000 | Increased to $125,000 for grants after Jan 1, 2025; vests 25% quarterly; fully vests by next annual meeting or upon change in control |
Vesting schedules: 2024 director awards vest 25% on the last day of each fiscal quarter beginning after grant; 2025 policy sets vesting on Aug 20, Nov 20, Feb 20, and May 20, with full vest at next annual meeting or change-in-control .
No performance metrics are tied to director equity awards; they are service-based .
Other Directorships & Interlocks
| Company | Type | Interlock/Conflict Risk |
|---|---|---|
| None disclosed (public) | — | No public-company interlocks disclosed in proxy |
| The Challenger Group (private) | Private | No related-party transactions with BROS disclosed |
Expertise & Qualifications
- Financial and capital allocation acumen from CFO role at a NYSE-listed homebuilder; qualified audit committee financial expert .
- Technology and senior leadership experience highlighted in skills matrix .
- Formal accounting and economics training (UCSB) .
Equity Ownership
| Category | Amount |
|---|---|
| Total beneficial ownership (all classes) | 4,661 shares (less than 1%) |
| Unvested RSUs (director grants) | 1,525 units; $79,880 market value at $52.38 |
| Pledging/Hedging | Prohibited under Insider Trading Policy (no margin, pledging, hedging, derivatives, or short sales) |
| Stock Ownership Guidelines | Directors required to hold 5.0x annual cash retainer; compliance expected within 5 years of Jan 16, 2025 |
Governance Assessment
- Strengths: Independent director; Audit & Risk Chair with “financial expert” designation; oversees internal audit, risk (including cybersecurity), and related-party transaction reviews; all directors met attendance guidelines; clear prohibition on pledging/hedging improves alignment .
- Compensation alignment: Director pay mix emphasizes equity (service-based RSUs) alongside cash retainers; Cone’s 2024 mix was $92,404 cash and $168,122 stock awards, with equity the larger component, supporting alignment with shareholder outcomes .
- Risks/Red flags: Controlled-company status (74.6% voting power held by Co-Founder) poses governance concentration risk; company may elect controlled-company exemptions in future, potentially reducing independent oversight; related-party transactions occurred (e.g., $9.5M aircraft sale to Co-Founder), but Audit & Risk Committee oversees such transactions .
- Shareholder signals: 2024 Say-on-Pay support was 97.4%, indicating broad investor confidence in compensation governance at the company level .
Overall, Cone’s profile—independence, audit chair leadership, and finance expertise—supports board effectiveness in oversight of financial reporting, risk, and related-party scrutiny. The principal governance risk is structural (controlled-company status), which heightens the importance of an empowered and independent Audit Committee under Cone’s chairmanship .