Christine Barone
About Christine Barone
Christine Barone, age 51, is Chief Executive Officer (since January 2024), President (since February 2023), and a director of Dutch Bros Inc. She holds a B.A. in Applied Mathematics and an M.B.A. from Harvard University and previously served as CEO of True Food Kitchen with prior leadership roles at Starbucks, Bain & Company, and Raymond James; she has been a director at Yelp Inc. since March 2020 . Under her tenure in 2024, company performance exceeded incentive targets, with total revenue at $1,281.0 million and Adjusted EBITDA at $230.3 million (both paid at 200% of bonus metrics), and TSR for 2024 measured at 142.80, up from 86.34 in 2023 .
Key performance metrics:
| Metric | 2023 | 2024 |
|---|---|---|
| Total Shareholder Return (Value of $100) | 86.34 | 142.80 |
| Net Income ($USD Thousands) | 9,952 | 66,450 |
| Adjusted EBITDA ($USD Thousands) | 160,062 | 230,283 |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| True Food Kitchen | Chief Executive Officer | Aug 2016–Feb 2023 | — |
| Starbucks Corporation | Various leadership roles | Not disclosed | — |
| Bain & Company | Positions earlier in career | Not disclosed | — |
| Raymond James | Positions earlier in career | Not disclosed | — |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Yelp Inc. | Director | Since Mar 2020 | Public company board service |
Fixed Compensation
| Component | 2024 | 2025 (current terms) |
|---|---|---|
| Annual Base Salary ($) | 750,000 | 850,000 |
| Target Bonus (% of Base) | 100% | 110% |
| Annual Equity Award Target ($) | RSUs granted $1,799,990 (grant-date fair value) | $3,000,000 annual equity award opportunity |
| Signing Bonus ($) | 900,000 (earned; repayment condition lapsed Feb 6, 2024) |
Multi-year summary (CEO pay disclosure):
| Year | Salary ($) | Bonus ($) | Stock Awards ($) | Non-Equity Incentive Plan ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2023 | 565,814 | — | 3,124,975 | 507,021 | 15,891 | 4,213,701 |
| 2024 | 750,000 | 900,000 | 1,799,990 | 1,500,000 | 18,410 | 4,968,400 |
Performance Compensation
Annual cash bonus design and outcomes (2024):
| Metric | Weight | Threshold ($USD mm) | Target ($USD mm) | Maximum ($USD mm) | Actual ($USD mm) | Payout |
|---|---|---|---|---|---|---|
| Total Revenue | 50% | 1,149.6 | 1,197.5 | 1,245.4 | 1,281.0 | 200% |
| Adjusted EBITDA | 50% | 171.0 | 190.0 | 209.0 | 230.3 | 200% |
CEO bonus calculation (2024):
| Base Salary ($) | Bonus Eligibility (% of Base) | Percent Payout | Total Actual Payout ($) |
|---|---|---|---|
| 750,000 | 100% | 200% | 1,500,000 |
Long-term incentives and vesting:
- RSU vesting schedules:
- 2024 awards: vest one‑third on first, second, and third anniversaries of grant date, subject to continuous service .
- 2023/2022 awards: vest 50% on second anniversary and 50% on third anniversary, subject to continuous service .
- 2025 LTI design: 50% service-based vesting on same schedule as 2024; 50% market-based vesting on three‑year relative TSR versus a Compensation Committee‑approved peer group .
Equity Ownership & Alignment
Beneficial ownership (as of March 18, 2025):
| Holder | Class A Shares Beneficially Owned | Ownership % |
|---|---|---|
| Christine Barone | 42,031 | <1% (as indicated *) |
Outstanding unvested RSUs (as of Dec 31, 2024; market value at $52.38/share):
| Grant Date | Unvested RSUs (#) | Market Value ($) |
|---|---|---|
| 3/1/2023 | 58,612 | 3,070,097 |
| 3/1/2023 | 39,074 | 2,046,696 |
| 3/1/2024 | 60,667 | 3,177,737 |
Alignment policies:
- Stock ownership guidelines: CEO required holding of 5.0x base pay; effective Jan 16, 2025; compliance within 5 years; if below guideline, the Compensation Committee may restrict sales of shares acquired from vesting and pay future compensation in stock .
- Insider policy prohibits margin accounts, pledging company stock as collateral, hedging or monetization transactions, and trading derivative securities on company stock .
- Director compensation: executives receiving employee compensation (including the CEO) receive no additional director pay .
Employment Terms
- Employment agreement effective Dec 27, 2023; at‑will with no fixed term .
- Current CEO compensation terms effective Jan 1, 2025: base $850,000; target bonus 110% of base; annual equity award opportunity $3,000,000 subject to Board/Comp Committee approval and vesting terms .
- Severance & change‑in‑control plan:
- Regular termination: lump sum 24 months base salary; prorated target bonus; 18 months COBRA; no equity acceleration .
- Change‑in‑control termination (double‑trigger): lump sum 24 months base; 100% of annual target bonus; prorated target bonus; 18 months COBRA; immediate vesting of all unvested equity at target for performance awards .
- Clawbacks: Dodd‑Frank compliant recoupment policy; SOX 304 reimbursement provisions apply to CEO/CFO upon certain restatements .
Illustrative severance economics (assuming event on Dec 31, 2024):
| Scenario | Salary ($) | Bonus ($) | Prorated Bonus ($) | COBRA ($) | Equity Acceleration ($) | Total ($) |
|---|---|---|---|---|---|---|
| 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 |
Board Governance
- Board roles: Barone is CEO and director; not a member of any Board committee .
- Independence: Board determined Barone is not independent due to employment; Board remains comprised of a majority of independent directors; the company is a “controlled company” (Co‑Founder holds ~74.6% combined voting power) but has elected not to rely on controlled company exemptions as of the proxy date .
- Board leadership: CEO and Executive Chairman roles are separated (Executive Chairman: Travis Boersma) .
- Board processes: 9 Board meetings in 2024; all directors attended at least 75% of Board and committee meetings; independent directors hold executive sessions typically chaired by the Audit & Risk Committee chair .
Director Compensation (for employee-director)
- CEO receives no additional compensation for director service; director cash/equity retainers apply only to non‑employee directors .
Compensation Peer Group (Benchmarking)
| Peer Company (Ticker) |
|---|
| Papa John’s (PZZA) |
| Wendy’s (WEN) |
| Jack in the Box (JACK) |
| Krispy Kreme (DNUT) |
| BJ’s Restaurants (BJRI) |
| Dine Brands (DIN) |
| Shake Shack (SHAK) |
| Celsius (CELH) |
| El Pollo Loco (LOCO) |
| First Watch (FWRG) |
| Potbelly (PBPB) |
| Chuy’s Holdings (acquired; formerly public) |
| Wingstop (WING) |
| Portillo’s (PTLO) |
Peer group changes: Red Robin and Noodles & Company were removed; Celsius, First Watch, and Portillo’s added; Chuy’s acquired by Darden in Oct 2024 .
Say-on-Pay & Shareholder Feedback
- 2024 Say‑on‑Pay approval: 97.4% “For”; Compensation Committee considered this vote in setting 2025 executive compensation .
Investment Implications
- Strong pay-for-performance alignment: 2024 CEO bonus paid at 200% on revenue and Adjusted EBITDA beats; RSUs are primary LTI vehicle; 2025 LTI adds 50% relative TSR performance vesting; CEO target bonus rises to 110% and annual equity to $3.0M, increasing at‑risk mix tied to performance .
- Retention secured via severance economics: double‑trigger CIC provides 24 months base, full target bonus, prorated bonus, 18 months COBRA, and full equity acceleration; regular termination includes 24 months base and prorated bonus, supporting continuity but implying meaningful CIC cost .
- Selling pressure mitigants: mandatory ownership guidelines (CEO 5x base) with potential sale restrictions if non‑compliant, plus prohibitions on pledging, hedging, and derivatives, reducing alignment risk and signaling governance discipline .
- Governance context: controlled company status (74.6% voting power by Co‑Founder) with separated CEO/Chair roles; CEO not independent and no committee seat, but Board retains majority independence and uses standard processes; investors should monitor independence dynamics and committee composition over time .