Kathryn George
About Kathryn George
Kathryn George, age 60, has served on the Dutch Bros Inc. Board since August 2021 and previously on the board of managers for Dutch Bros OpCo since October 2018. She is a Partner at Brown Brothers Harriman (BBH) since January 1, 2008, with 37 years at the firm; she previously served as Chief Administrative Officer overseeing Global Audit, Risk, Compliance, HR, and the Office of General Counsel. She holds a B.A. in Economics from Trinity College (Phi Beta Kappa) and brings financial, technology, and senior leadership expertise; she currently has no BROS committee assignments. Committees: None .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Brown Brothers Harriman (BBH) | Partner; formerly Chief Administrative Officer; Head of Merchant Banking; Head of Equity, Sales, Research & Trading | Joined Aug 1986; Partner since Jan 2008; CAO for 5+ years pre-2015 | Chair, Private Banking Investment Oversight; Co-Chair, Global Inclusion Council; Member, Private Banking Oversight; Capital Partners Investment & Valuation; Governance Risk & Compliance |
| Dutch Bros OpCo | Board of Managers | Since Oct 2018 | Governance background applicable to BROS strategy |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BBH Trust Company NA | Board member | Not specified | Oversight of trust operations |
| BBH Trust Company (Cayman) Limited | Board member | Not specified | Oversight of trust operations |
| Haven Behavioral Healthcare, Inc. | Director | Since Sep 2016 | Healthcare sector governance |
| Trinity College | Trustee; Governance Committee member | Since 2014 | Governance Committee service |
| Gillen Brewer School | Chairman, Board of Trustees | Since 2012 | Board leadership |
Board Governance
- Independence: The Board determined Kathryn George is not independent under NYSE rules due to her affiliation with BBH, which provides banking services to certain officers and directors of Dutch Bros (potential related-party exposure) .
- Committee assignments: None; not listed as a member or chair of Audit & Risk, Compensation, or Nominating & Governance .
- Attendance: The Board met 9 times in 2024; all directors attended at least 75% of Board and applicable committee meetings .
- Executive sessions: Independent directors typically meet in executive session alongside Board meetings; sessions have typically been chaired by the Audit & Risk Committee chair .
- Controlled company: Dutch Bros is a “controlled company” under NYSE standards (co-founder controls ~74.6% combined voting power). The company has elected not to rely on controlled company exemptions but may do so in the future, which could reduce certain governance protections .
Fixed Compensation
| Component | Amount ($) | Notes |
|---|---|---|
| Annual Board Cash Retainer (2024) | 70,000 | Paid to eligible non-employee directors per policy |
| Committee Member Fees (2024) | 0 | No committee roles for George |
| Committee Chair Fees (2024) | 0 | No chair roles |
| Meeting Fees | 0 | Not disclosed/none |
| Coffee Cash Perk | 100/month (optional) | Director option to receive monthly “coffee cash” |
| Policy Update Effective 1/1/2025 | Board retainer increased to $75,000; Lead Director retainer to $25,000; Committee chair retainers increased (Audit $20,000; Comp $17,500; N&G $12,500) | Non-Employee Director Compensation Policy updated Dec 2024 |
Performance Compensation
| Equity Component | Grant Date Fair Value ($) | Units | Vesting Schedule | Notes |
|---|---|---|---|---|
| Annual RSU Grant (2024) | 109,977 | Not disclosed | 25% on last day of each fiscal quarter after grant; fully vested by next annual meeting or upon change in control | Non-Employee Director Compensation Policy; RSUs under 2021 Plan |
| Annual RSU Policy Update (2025+) | 125,000 | Not disclosed | 25% on Aug 20, Nov 20, Feb 20, May 20; fully vested by next annual meeting or upon change in control | Effective Jan 1, 2025 |
- Director equity awards are time-based; no performance metrics (e.g., revenue/EBITDA/TSR) apply to director compensation. Company notes RSUs as preferred vehicle; no stock options for directors disclosed .
Other Directorships & Interlocks
| Entity | Relationship to BROS | Potential Conflict Consideration |
|---|---|---|
| BBH (and BBH Trust entities) | BBH provides banking services to certain BROS officers/directors | Board determined non-independence due to BBH affiliation; related-party exposure monitored by Audit & Risk Committee |
| Haven Behavioral Healthcare | No disclosed transactions with BROS | No disclosed interlocks with competitors/suppliers/customers |
| Trinity College; Gillen Brewer School | Non-profit roles | No disclosed conflicts |
Expertise & Qualifications
- Skills: Financial/Capital Allocation, Technology, Senior Leadership; highlighted in company skills matrix and biography .
- Education: B.A. Economics, Trinity College; Phi Beta Kappa .
- Board experience: Multiple governance roles across BBH affiliates and non-profits; BROS board tenure since Aug 2021 .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial Ownership (all classes, shares) | 12,342 shares (Class breakdown not specified for George; <1% ownership) |
| Unvested RSUs (12/31/2024) | 1,525 units |
| Market Value of Unvested RSUs (12/31/2024) | $79,880 (at $52.38 per share) |
| Pledging/Hedging | Prohibited by Insider Trading Policy (no margin, pledging, hedging/derivatives/short sales) |
| Ownership Guidelines | Directors: 5.0x annual cash retainer; measure annually; expected to meet within 5 years of Jan 16, 2025 |
Governance Assessment
- Independence and conflicts: RED FLAG — The Board deems George not independent due to BBH affiliation, with BBH providing banking services to certain BROS officers/directors, indicating a potential related-party exposure; however, the Audit & Risk Committee is responsible for reviewing related party transactions .
- Board effectiveness: No committee membership or chair roles limits direct influence over audit, compensation, and governance processes; engagement meets minimum attendance threshold (≥75%) .
- Alignment: Director pay mixes cash ($70,000) and equity RSUs ($109,977) for 2024; RSUs vest time-based and ownership guidelines require 5x retainer, with strict anti-pledging/hedging—positive alignment signals despite relatively modest absolute share ownership (12,342 shares) .
- Controlled company risk: Dutch Bros is a controlled company; while not currently using governance exemptions, future use could reduce independence requirements—ongoing monitoring warranted .
- Compensation structure signals: Policy increases for 2025 (board retainer to $75k; annual director RSU to $125k) indicate incremental enhancements to director pay; awards remain time-based with no performance metrics—neutral from a pay-for-performance standpoint .
Overall: George brings deep finance and governance expertise, but non-independence due to BBH affiliation and absence of committee roles are notable constraints; anti-hedging/pledging policy and stock ownership guidelines support alignment, and attendance standards are met .