Kory Marchisotto
About Kory Marchisotto
Independent director at Dutch Bros (appointed February 18, 2025) with deep brand marketing credentials; age 48; currently SVP & Chief Marketing Officer at e.l.f. Beauty (since 2019). Education: MPS in Cosmetics and Fragrance Marketing & Management (FIT) and B.A. in Marketing (Pace University – Lubin). The Board determined she is independent under NYSE rules; there are no reportable related‑party transactions with Dutch Bros. She joined the Board’s Nominating & Governance Committee in March 2025.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| e.l.f. Beauty (NYSE: ELF) | SVP & Chief Marketing Officer | 2019–present | Led consumer growth/brand building across Gen Z/Gen Alpha per appointment release |
| bareMinerals (Shiseido Company, Ltd.) | SVP, Marketing | 2016–2018 | Senior brand leadership |
| Shiseido Americas Corporation | VP, Marketing, Beauty Prestige Group; later SVP | 2011–2016 | Portfolio marketing leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| e.l.f. Beauty (NYSE: ELF) | SVP & Chief Marketing Officer | 2019–present | Operating executive role (not a Dutch Bros board committee role) |
Board Governance
- Appointment and independence: Board expanded to 10 and appointed Marchisotto effective Feb 18, 2025; Board determined she is independent under NYSE Section 303A.02; no arrangements/understandings for her selection and no Item 404(a) related‑party transactions.
- Committee assignments: Member, Nominating & Governance Committee since March 4, 2025; committee chaired by Ann Miller.
- Attendance: The Board met 9 times in 2024 and all then‑serving directors met ≥75% attendance; Marchisotto was appointed in 2025 (no 2024 attendance applicable).
- Controlled company: Co‑Founder holds ~74.6% combined voting power; company qualifies as an NYSE “controlled company” but states it has not elected the exemptions as of the proxy date (note: in 2024 it temporarily relied on the exemption for Compensation Committee composition when a non‑independent director served).
Fixed Compensation (Director)
| Component | Amount/Terms | Source |
|---|---|---|
| Annual cash retainer (Directors) | $75,000 effective Jan 1, 2025 (paid quarterly) | |
| Quarterly cash payment (letter) | $18,750 per quarter for Director role | |
| Committee member fees | Nominating & Governance member: $5,000 annually | |
| Committee chair fees (for context) | N&G Chair: $12,500; Audit Chair: $20,000; Compensation Chair: $17,500 (all in addition to member fees) | |
| Reimbursements | Reasonable out‑of‑pocket expenses for Board/committee meetings | |
| Coffee cash (perk) | $100/month opt‑in benefit |
Performance Compensation (Director Equity)
| Equity Vehicle | Grant Value | Grant/Proration | Vesting Schedule | Accelerations/Other |
|---|---|---|---|---|
| Annual RSU grant (non‑employee directors) | $125,000 effective Jan 1, 2025 | Granted at each annual meeting to continuing directors; new directors receive a prorated initial RSU at their first annual meeting post‑appointment | For 2025 grants: 25% on Aug 20, Nov 20, Feb 20, May 20; fully vested by next annual meeting (earlier of next meeting or change in control) | Change in control: annual director RSU accelerates in full per plan terms; subject to 2021 Plan and policy |
| Director‑specific performance metrics | None disclosed for director equity; awards are service‑based |
Other Directorships & Interlocks
- Other public company boards: None disclosed in Dutch Bros materials for Marchisotto.
- Related‑party transactions: Company states none involving Marchisotto under Item 404(a) at appointment.
Expertise & Qualifications
- Core strengths: Brand marketing and senior leadership; cited for connecting with Gen Z/Gen Alpha and “bold disruptor” mindset augmenting customer engagement.
- Education: MPS (FIT); B.A. Marketing (Pace/Lubin).
Equity Ownership
| Date | Shares Beneficially Owned | Unvested RSU Interests | Notes |
|---|---|---|---|
| March 18, 2025 (record date) | 0 (not listed with beneficial holdings; “—”) | Not disclosed in 2025 proxy for her as of record date | Newly appointed in Feb 2025; not in 3/18/25 ownership roll forward |
| Aug 21, 2025 (Form 4 filing for 8/20/25 event) | 859 shares post‑event | 1,334 RSU interests post‑event | Form 4 reports RSU acquisition; attorney‑in‑fact signature; details in SEC filing index |
| Pledging/Hedging | Prohibited for directors (no margin, pledging, hedging or derivative trades) | Insider Trading Policy | |
| Ownership guidelines | Directors: 5.0x annual cash retainer; compliance within 5 years of Jan 16, 2025 or election date | If not met, potential restrictions on sales and pay delivery in stock |
Insider Trades (Form 4 summary)
| Transaction Date | Filing Date | Type | Securities | Post‑Transaction Ownership |
|---|---|---|---|---|
| Aug 20, 2025 | Aug 21, 2025 | RSU award/acquisition (A) | 445 RSUs reported acquired (per third‑party parsing); see Form 4 detail | 859 shares; 1,334 RSU interests after event |
Governance Assessment
- Board effectiveness and alignment
- Independence and relevant expertise: Independent director with modern consumer/brand skills; appointed to Nominating & Governance, which also oversees ESG and succession—signals focus on brand and governance processes.
- Ownership alignment: Initial ownership was de minimis at March 2025 record date, but RSUs began accruing (Form 4 in Aug 2025) and directors are subject to 5x retainer ownership guidelines; hedging/pledging prohibited—supportive of alignment over time.
- Conflicts/related parties
- No Item 404(a) related‑party transactions with Marchisotto disclosed at appointment; indemnification agreement standard for directors.
- Structural risks
- Controlled company: Co‑Founder controls ~74.6% voting; Dutch Bros says it is not relying on controlled‑company exemptions as of the proxy, though it did rely on the exemption in 2024 for Compensation Committee composition temporarily—ongoing monitoring warranted.
- Shareholder signaling
- 2024 Say‑on‑Pay approval 97.4% supports governance credibility on pay; N&G Committee (where Marchisotto serves) oversees governance and ESG strategy.
RED FLAGS: None specific to Marchisotto identified; monitor for any future interlocks or commercial ties between e.l.f. Beauty and Dutch Bros (none disclosed at appointment). The controlled‑company structure concentrates voting power and previously led to temporary reliance on governance exemptions.
Other Directorships & Interlocks
| Person | Current Public Company Boards | Committee Roles | Notes |
|---|---|---|---|
| Kory Marchisotto | None disclosed in company materials | — | Operating executive at e.l.f. Beauty; no Dutch Bros‑related related‑party transactions disclosed |
Director Compensation Structure (2025 snapshot)
| Element | Cash vs. Equity | Quantum | Timing |
|---|---|---|---|
| Board retainer | Cash | $75,000/year | Quarterly ($18,750) |
| N&G Committee member | Cash | $5,000/year | Quarterly (implied by policy) |
| Annual RSU | Equity | $125,000 grant date value | Vests 25% on Aug 20/Nov 20/Feb 20/May 20; fully vested by next annual meeting |
| Initial prorated RSU (new directors) | Equity | Prorated to time served before first annual meeting | Fully vested on grant date per policy language for prorated award |
| Perks | Cash/perk | $100/month “coffee cash” (opt‑in) | Monthly |
Equity Ownership & Alignment
- Ownership as of record date (3/18/25): 0 shares (not listed as beneficial owner, <1%).
- Post‑appointment accumulation: Reported Form 4 indicates 859 shares and 1,334 RSUs as of Aug 21, 2025.
- Policies: No hedging/pledging; 5x retainer ownership guideline within 5 years of Jan 16, 2025/election date.
Notes on Committee Oversight (context)
- Nominating & Governance Committee remit includes director recruitment, governance principles, ESG/sustainability oversight, and succession planning—areas where Marchisotto will contribute.
Sources
- 2025 DEF 14A (Proxy) – Board, committees, independence, director compensation policy, ownership, insider policy, controlled company status.
- 8‑K (Feb 18, 2025) – Appointment, independence, no related‑party transactions, compensation policy application, indemnification agreement.
- Company press release (Ex. 99.1 to 8‑K) – Background and strategic fit.
- Form 4 (Aug 21, 2025) – RSU acquisition and post‑event holdings.