Stephen Gillett
About Stephen Gillett
Stephen Gillett (age 49) has served as an independent director of Dutch Bros Inc. since December 2021. He is currently Chief Executive Officer of Verily Life Sciences (formerly Google Life Sciences); prior roles include Verily COO and advisory positions with Alphabet entities. He holds an MBA from San Francisco State University and a BS from the University of Oregon, and brings deep technology, operations, brand, and senior leadership experience to the board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Verily Life Sciences LLC | Chief Executive Officer | Since Jan 2023 | Leads a life sciences and technology company; operational and strategy oversight |
| Verily Life Sciences LLC | Chief Operating Officer | Nov 2020–Jan 2023 | Scaled operations; technology and execution leadership |
| Verily Life Sciences LLC | Executive Advisor | May 2020–Nov 2020 | Advisory support to leadership |
| Chronicle (later acquired by Google Cloud) | Co‑founder & Chief Executive Officer | Mar 2017–Oct 2021 | Cybersecurity venture; led through acquisition by Google Cloud |
| Alphabet Inc. / Google LLC | Executive Advisor to CEO | Sep 2019–May 2020 | Strategic advisory to Alphabet/Google leadership |
External Roles
| Organization | Public/Private | Role | Tenure | Committees/Impact |
|---|---|---|---|---|
| Discord Inc. | Private | Director; Chair, Nominating & Governance Committee | Since Jun 2020 | Chairs N&G; governance oversight |
| Chipotle Mexican Grill, Inc. (NYSE: CMG) | Public | Director | Mar 2015–May 2017 | Audit; Nominating & Governance committee member |
| Symantec Corporation (now part of Broadcom) | Public | Director; EVP & COO | Director 2011–2012; EVP/COO Dec 2012–Jul 2015 | Senior operations; board service pre‑acquisition |
| GV (Google Ventures) | Private | Advisor | Since Dec 2016 | Venture advisory |
| X Development, LLC (Google X) | Private | Advisor | Since Jun 2019 | R&D advisory |
Board Governance
- Independence: The Board determined Stephen Gillett meets NYSE independence requirements .
- Committee assignments (current): Compensation Committee member; Nominating & Governance Committee member .
- Committee leadership history: Served as Audit & Risk Committee Chair until March 5, 2024; remained a member until August 27, 2024 .
- Attendance: Board met nine times in 2024; all directors attended at least 75% of Board and assigned committee meetings. 2024 committee meetings held: Audit & Risk (8), Compensation (5), Nominating & Governance (3) .
- Controlled company status: Dutch Bros is a controlled company (Co‑Founder holds ~74.6% combined voting power), but has elected not to use the NYSE controlled company exemptions as of the proxy date; the Board may choose to do so in the future .
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) | RSU Grant Vesting Terms |
|---|---|---|---|---|
| 2024 | 88,604 | 109,977 | 198,581 | Annual director RSU vests 25% per fiscal quarter and is fully vested by the next annual meeting or upon change in control |
| 2025 Policy (effective Jan 1) | Annual director cash retainer increased to $75,000 | Annual director RSU grant date fair value increased to $125,000 | Policy change only | 2025 director RSU vests 25% on Aug 20, Nov 20, Feb 20, and May 20; fully vested by next annual meeting or upon change in control |
Performance Compensation
| Metric (Company-wide executive bonus plan) | Weight | Threshold ($ thousands) | Target ($ thousands) | Maximum ($ thousands) | Actual Result ($ thousands) | Payout (% of metric) |
|---|---|---|---|---|---|---|
| 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% |
Note: Director compensation at Dutch Bros is time‑based (RSUs) and not performance‑linked; metrics above reflect the executive pay framework overseen by the Compensation Committee (of which Gillett is a member) .
Other Directorships & Interlocks
- Compensation Committee interlocks: None. No executive officers of Dutch Bros served on boards or compensation committees of companies with reciprocal executive overlap; current and former Compensation Committee members (including Gillett) were not officers/employees of Dutch Bros .
- Say‑on‑Pay: 2024 Say‑on‑Pay received 97.4% “For” votes; Board recommends “For” on 2025 advisory vote, signaling investor support for pay practices overseen by the Compensation Committee .
Expertise & Qualifications
- Skills matrix: Financial/capital allocation; brand marketing; operations & distribution; technology; public company board experience; senior leadership .
- Audit committee “financial expert”: Served as Audit & Risk Chair through March 5, 2024; Board identified current audit financial experts as Cone and Penegor; Gillett’s audit chair role underscores financial oversight capability .
Equity Ownership
| Holder | Shares Beneficially Owned (Class A unless noted) | Ownership % of total shares | Unvested RSUs (#) | Market Value of Unvested RSUs ($) | Hedging/Pledging |
|---|---|---|---|---|---|
| Stephen Gillett | 16,728 | <1% | 1,525 | 79,880 (at $52.38 close on 12/31/2024) | Company policy prohibits pledging, margining, hedging, and derivative trading in Company stock |
- Stock Ownership Guidelines: Directors must hold stock equal to 5x annual cash retainer; compliance expected within five years of January 16, 2025 (effective date) .
Governance Assessment
-
Strengths:
- Independent status with broad cross‑sector experience (technology, retail, cybersecurity) and prior public board service, enhancing oversight breadth .
- Committee coverage across Audit (historical chair), Compensation, and Nominating & Governance, indicating strong engagement in financial oversight, pay governance, and board composition .
- No related‑party transactions disclosed involving Gillett; insider policy bans pledging/hedging—positive for alignment .
- Robust pay‑for‑performance framework for executives (Revenue and Adjusted EBITDA metrics with quantified thresholds/targets/max), overseen by Compensation Committee .
-
Watch items / potential risks:
- Controlled company structure (Co‑Founder ~74.6% voting power) may reduce minority shareholder influence; while Dutch Bros has not adopted controlled company exemptions, it may do so in the future .
- Compensation Committee composition relied on controlled company exemption earlier in 2024 due to one non‑independent member; fully independent composition since June 2024, including Gillett’s appointment on June 12, 2024 .
-
Signals for investor confidence:
- Strong Say‑on‑Pay outcome (97.4% in 2024) suggests investor endorsement of compensation oversight; continued use of independent consultant (Semler Brossy) and quarterly Compensation Committee cadence supports process rigor .
-
Director compensation alignment:
- Use of annual RSUs for directors that vest over the year and ownership guidelines (5x retainer) reinforce long‑term alignment; RSU vesting fully accelerates upon change in control, standard among peers .