G.J. Hart
About G.J. Hart
Independent director at Dutch Bros (BROS) since June 3, 2024; age 67. Current President & CEO of Red Robin Gourmet Burgers (RRGB) and long-tenured restaurant operator with prior CEO roles at California Pizza Kitchen and Texas Roadhouse. Identified board skills include industry experience, brand marketing, operations & distribution, public company board, and senior leadership; he serves as Chair of the Compensation Committee at BROS .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Texas Roadhouse, Inc. (NASDAQ: TXRH) | President | 2000–2004 | Senior leadership in restaurant operations |
| Texas Roadhouse, Inc. (NASDAQ: TXRH) | Chief Executive Officer | 2004–2011 | Led public restaurant company |
| California Pizza Kitchen Inc. | Chief Executive Officer | 2011–2018 | CEO of casual dining chain |
| Torchy’s Tacos (private) | Chief Executive Officer | 2018–2021 | CEO of fast-casual chain |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Red Robin Gourmet Burgers, Inc. (NASDAQ: RRGB) | President & CEO | Since Sep 2022 | Executive leadership; also a director since Nov 2019 |
| Portillo’s Inc. (NASDAQ: PTLO) | Director | Since 2016 | Public company directorship |
Board Governance
- Committee assignments (2024): Compensation Committee Chair (appointed Chair June 3, 2024). Not listed as a member of Audit & Risk or Nominating & Governance for 2024 .
- Independence: Board determined Mr. Hart meets NYSE independence standards .
- Attendance & engagement: Board met 9 times in 2024; all directors attended at least 75% of aggregate Board/committee meetings. Compensation Committee held 5 meetings in 2024 .
- Executive sessions: Independent directors typically meet in executive session at regular meetings; sessions typically chaired by Audit & Risk Committee chair .
- Compensation Committee structure: Current members G.J. Hart (Chair) and Stephen Gillett; Semler Brossy engaged as independent compensation consultant in 2024; no compensation committee interlocks disclosed .
Fixed Compensation (Director)
| Year/Policy | Cash Retainer | Committee Chair Fee (Comp) | Committee Member Fee (Comp) | Notes |
|---|---|---|---|---|
| 2024 Actual – G.J. Hart | $50,769 | Included in cash (Chair from June 3, 2024) | N/A | No stock awards in 2024; total director comp $50,769 |
| Policy (effective through 12/31/2024) | $70,000 annual Board cash retainer | $10,000 (Comp Chair) | $8,000 (Comp member) | Non-employee director policy amended Dec 2024 |
| Policy (effective 1/1/2025) | $75,000 annual Board cash retainer | $17,500 (Comp Chair) | $8,000 (Comp member) | Lead Director retainer increased to $25,000 (from $20,000) |
| Other | — | — | — | “Coffee cash” optional $100/month benefit |
Performance Compensation (Director Equity)
| Item | 2024 Awards | 2025 Policy | Vesting | Performance Metrics |
|---|---|---|---|---|
| Annual RSU grant (grant-date fair value) | $110,000 per eligible director | $125,000 per eligible director | 2024 awards: 25% quarterly; fully vested by next annual meeting; change in control accelerates . Post-1/1/2025 awards: 25% on Aug 20/Nov 20/Feb 20/May 20; fully vested by next annual meeting; change in control accelerates | None disclosed for director equity; time-based vesting only |
| Prorated RSU for mid-year appointees | Eligible at the first annual meeting after appointment; grant value prorated to time served; fully vested on grant date | Same | As noted | Time-based only |
2024 Actual for Hart: Received cash only; $0 in stock awards; no unvested RSUs outstanding as of 12/31/2024 .
Other Directorships & Interlocks
| Type | Detail |
|---|---|
| Current public boards | Red Robin Gourmet Burgers, Inc. (director since Nov 2019); Portillo’s Inc. (director since 2016) |
| Interlocks | Company disclosed no compensation committee interlocks or insider participation for current/former members in 2024 |
Expertise & Qualifications
- Skills matrix: industry experience; brand marketing; operations & distribution; public company board experience; senior leadership .
- Role fit: Chairs BROS Compensation Committee; brings CEO-level compensation and operating experience in restaurant sector .
Equity Ownership
| Holder | Class A Shares Beneficially Owned | Class B Shares | Class C Shares | Total Shares | Unvested RSUs (#) | Notes |
|---|---|---|---|---|---|---|
| G.J. Hart | — | — | — | — | — | As of March 18, 2025; applicable base of 162,728,606 shares all classes |
| Policy – Stock ownership guidelines (Directors) | — | — | — | — | — | Directors must hold 5.0x annual cash retainer; measured annually; compliance within 5 years of Jan 16, 2025 or election date |
| Hedging/pledging | — | — | — | — | — | Pledging, margin, hedging, and derivatives trading prohibited for directors |
Governance Assessment
- Independence and role: Board determined Hart is independent; he has chaired the Compensation Committee since June 3, 2024, with Semler Brossy engaged as independent advisor and no interlocks disclosed—supports committee independence and process quality .
- Attendance and engagement: Board met 9 times in 2024; all directors met the 75% attendance threshold; Compensation Committee met 5 times—indicates regular cadence for pay oversight .
- Alignment and incentives: As of the 2025 proxy reference date, Hart had no BROS equity or unvested RSUs; under the policy, directors receive time-based RSUs (not performance-linked) and must meet a 5x retainer ownership guideline within 5 years—alignment expected to increase as grants occur and guidelines phase in .
- Controlled company context: Co-founder held ~74.6% of combined voting power as of March 18, 2025; while BROS states it is not currently availing itself of NYSE “controlled company” exemptions, it previously relied on the exemption for Compensation Committee independence when a non-independent director served—an ongoing governance watch item .
Board Governance (Detailed Committee Snapshot)
| Committee | 2024 Membership (selected) | Chair | Meetings (2024) | Notes |
|---|---|---|---|---|
| Compensation | G.J. Hart; Stephen Gillett (membership changes during year) | G.J. Hart (since Jun 3, 2024) | 5 | Semler Brossy retained; no interlocks; full authority to retain advisors |
| Audit & Risk | C. David Cone (Chair since Mar 5, 2024); Ann Miller; Todd Penegor | C. David Cone | 8 | Independent; financial experts identified |
| Nominating & Governance | Ann Miller (Chair); Stephen Gillett; Kory Marchisotto (since Mar 4, 2025) | Ann Miller | 3 | Oversees governance, ESG, succession |
Director Compensation (2024 Actuals – Extract)
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| G.J. Hart | $50,769 | — | $50,769 |
Unvested RSUs at 12/31/2024: Hart —; several other directors held 1,525 unvested RSUs each (market value $79,880 at $52.38) .
Related-Party / Conflicts Check
- Proxy’s related-person transactions section describes items involving the Co-Founder and family relationships; no transactions involving Hart are identified in that section .
Key Signals and RED FLAGS
- Watch: Controlled company governance context (74.6% voting power) and prior reliance on the controlled company exemption for Compensation Committee independence in early 2024 .
- Watch: As of the proxy date, Hart had no BROS equity and no unvested RSUs outstanding; policy-driven equity grants and 5x ownership guideline should build alignment over time .
- Positive: Explicit prohibitions on pledging/hedging/derivatives; independent comp consultant; no compensation committee interlocks disclosed .