Thomas Davis
About Thomas Davis
Thomas Davis (age 47) has served on the Dutch Bros Inc. Board since August 2021 and previously served on the board of managers of Dutch Bros OpCo since October 2018; he is a Partner at Brown Brothers Harriman & Co. (BBH) (since January 2023) with prior roles as BBH Managing Director (since October 2012) and Vice President in Goldman Sachs’ Investment Management division (2007–2012) . He holds an M.B.A. from the University of Notre Dame’s Mendoza College of Business and a B.B.A. from the University of San Diego; his designated board skills are Financial/Capital Allocation and Senior Leadership .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Dutch Bros Inc. | Director | Aug 2021–present | Former Chair, Compensation Committee until June 3, 2024 |
| Dutch Bros OpCo | Board of Managers | Oct 2018–present | Governance continuity since pre-IPO |
| Brown Brothers Harriman & Co. | Managing Director → Partner | Oct 2012–present (Partner since Jan 2023) | Oversees NY, Latin America, Chicago private banking offices; member, Private Banking Oversight and Investment Oversight Committees |
| Goldman Sachs (Investment Management) | Vice President | Jul 2007–Aug 2012 | Institutional investment management experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Brown Brothers Harriman & Co. (BBH) | Partner | Jan 2023–present | Member, Private Banking Oversight Committee; Member, Private Banking Investment Oversight Committee |
Board Governance
- Independence: The Board determined Mr. Davis is not independent under NYSE standards due to his affiliation with BBH, which provides banking services to certain Dutch Bros officers and directors .
- Committee assignments (current): As of 2024 year-end/Proxy filing, no current committee roles are listed for Mr. Davis; he served as Compensation Committee Chair until June 3, 2024, after which G.J. Hart became Chair and the committee consists of independent directors .
- Board/committee meeting cadence and attendance: The Board met 9 times in 2024; all directors attended at least 75% of Board and committee meetings for which they served . Audit & Risk (8 meetings), Compensation (5), Nominating & Governance (3) in 2024 .
- Executive sessions: Independent directors typically meet in executive session with sessions generally chaired by the Audit & Risk Committee Chair .
- Controlled company context: Dutch Bros is a “controlled company” (Co‑Founder controls ~74.6% of combined voting power as of 3/18/2025); the company currently does not use controlled-company exemptions but did rely on the exemption when Mr. Davis (non‑independent) served on the Compensation Committee during part of 2024 .
Fixed Compensation
| Component | Detail | Source |
|---|---|---|
| Fees Earned or Paid in Cash (2024) | $77,615 | |
| Committee chair/member premiums (policy) | Audit Chair $15,000 → $20,000 (2025); Comp Chair $10,000 → $17,500 (2025); N&G Chair $10,000 → $12,500 (2025); Audit member $10,000; Comp member $8,000; N&G member $5,000 | |
| Director annual cash retainer (policy) | $70,000 in 2024; increased to $75,000 effective Jan 1, 2025 | |
| Total 2024 Director Cash+Equity | $187,592 total; of which Stock Awards $109,977 |
Notes:
- The Board’s Non‑Employee Director Compensation Policy caps total director compensation at $750,000 per calendar year ($1,000,000 cap for newly appointed/elected directors in their first year) .
- Optional perquisite: “Coffee Cash” $100/month for shop purchases (opt‑in) .
Performance Compensation
| Equity Element | 2024 Amount/Status | Vesting/Terms | Source |
|---|---|---|---|
| Annual RSU Award (grant date fair value) | $109,977 | 2024 annual RSU grants vest 25% on the last day of each fiscal quarter beginning after grant, fully vested by next annual meeting or upon change in control (per plan) [2024 grants]; policy increases annual grant to $125,000 effective Jan 1, 2025 with vesting on Aug 20/Nov 20/Feb 20/May 20 | |
| Unvested RSUs outstanding (12/31/2024) | 1,525 units (market value $79,880 at $52.38/share) | Service‑based vesting as above | |
| 2025 equity policy (context) | Annual RSU grant value for directors increased to $125,000; fully vested by next annual meeting or change in control |
No director performance metrics (e.g., TSR/EBITDA gates) are used for director equity; awards are service‑based per policy .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Mr. Davis |
| Private/other boards and committees | Internal BBH oversight committees (Private Banking Oversight; Private Banking Investment Oversight) |
| Potential interlocks/conflicts | Affiliation with BBH, which provides banking services to certain Dutch Bros officers/directors; Board deemed this affiliation as disqualifying for independence under NYSE rules |
Expertise & Qualifications
- Designated skills: Financial/Capital Allocation; Senior Leadership .
- Education: M.B.A., University of Notre Dame (Mendoza); B.B.A., University of San Diego .
- Professional background: Long‑tenured private banking and investment management leadership at BBH; prior institutional investment role at Goldman Sachs .
Equity Ownership
| Ownership Item | Amount/Status | Source |
|---|---|---|
| Beneficial ownership (as of 3/18/2025) | 12,342 shares of Class A common stock (<1% of outstanding) | |
| Unvested RSUs (12/31/2024) | 1,525 RSUs (market value $79,880 at $52.38) | |
| Hedging/pledging | Company policy prohibits pledging company shares and hedging/derivative speculation by directors | |
| Stock ownership guidelines | Directors required to hold shares equal to 5.0x annual cash retainer; compliance expected within 5 years of Jan 16, 2025 (or date of election) |
Governance Assessment
- Strengths: Capital allocation and financial oversight depth; prior committee leadership (Compensation Chair until June 3, 2024); Board‑level attendance threshold met (≥75%); alignment policies include robust stock ownership guidelines and prohibitions on pledging/hedging .
- Risks/RED FLAGS: Not independent due to BBH affiliation; served on Compensation Committee while non‑independent during a portion of 2024 under controlled‑company exemption (now remedied with independent composition) . Controlled company structure concentrates voting power with the Co‑Founder (~74.6% combined voting power), potentially limiting minority shareholder influence on director elections and governance .
- Alignment/compensation mix: 2024 director pay for Mr. Davis weighted to equity via annual RSUs ($109,977 grant date fair value) plus cash fees ($77,615), consistent with policy encouraging equity holding; director compensation caps in place .
- Shareholder signals: Strong say‑on‑pay support in 2024 (97.4% “For”), indicating broad investor approval of pay governance framework (context for overall governance environment) .
Appendix: Key Board & Committee Context (for effectiveness analysis)
| Item | Detail |
|---|---|
| Board meetings (2024) | 9 meetings; all directors ≥75% attendance |
| Audit & Risk | Independent; 8 meetings; Chair David Cone; financial experts designated (Cone, Penegor) |
| Compensation | Independent since June 3, 2024; 5 meetings; Chair G.J. Hart; uses Semler Brossy as independent consultant |
| Nominating & Governance | Independent; 3 meetings; Chair Ann Miller |