Todd Penegor
About Todd Penegor
Todd Penegor (age 59) is an independent director of Dutch Bros Inc. (BROS) appointed on June 24, 2024, and serves on the Audit & Risk Committee where he is designated an “audit committee financial expert.” He is currently President and Chief Executive Officer of Papa John’s International, Inc. (PZZA) since February 2024 and brings deep operating, financial, and brand/operations experience from prior senior roles at The Wendy’s Company, Kellogg (Kellanova), and Ford Motor Company .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Wendy’s Company (NASDAQ: WEN) | President & CEO | May 2016 – Feb 2024 | Led large-scale QSR operations; public company CEO experience |
| The Wendy’s Company | SVP & CFO | 2013 – 2016 | Corporate finance leadership |
| Kellanova (formerly Kellogg Company) (NYSE: K) | VP; President, U.S. Snacks | 2009 – 2013; broader roles 2000 – 2013 | P&L and operations in consumer packaged goods |
| Ford Motor Company (NYSE: F) | Various leadership roles | 1989 – 2000 | Operations/technology exposure |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Ball Corporation (NYSE: BALL) | Director | Since Oct 2009 | Long-tenured public company director |
| Perrigo Company plc (NYSE: PRGO) | Director | Current as of Jun 24, 2024 | Additional public board exposure |
| Michigan State University – Eli Broad College of Business | Board role | Current as of Jun 24, 2024 | Academic board role |
Board Governance
- Independence: The Board determined that Todd Penegor meets NYSE independence standards; Audit & Risk Committee is solely independent .
- Committee service: Audit & Risk Committee member since August 27, 2024; Chair is C. David Cone; Audit members are Cone, Ann Miller, and Penegor .
- Financial expertise: Board designated Penegor (and Cone) as “audit committee financial experts” under SEC rules .
- Attendance: Board met nine times in 2024; all directors attended at least 75% of Board and applicable committee meetings; independent directors hold executive sessions typically chaired by the Audit & Risk Committee chair .
- Election/tenure: Appointed June 24, 2024 to serve until the 2025 annual meeting and thereafter subject to annual elections; part of a ten‑member Board slate for 2025 .
Fixed Compensation
| Item | Amount ($) | Period | Notes |
|---|---|---|---|
| Quarterly director cash payment (offer letter) | 17,500 | 2024 | Adjusted for committee service per policy |
| Annual Board cash retainer (policy) | 70,000 | 2024 | Non-employee director retainer |
| Annual Board cash retainer (policy) | 75,000 | 2025 | Increased effective Jan 1, 2025 |
| Audit & Risk Committee member retainer (policy) | 10,000 | 2024 | Incremental to Board retainer |
| Audit & Risk Committee chair retainer (policy) | 15,000 → 20,000 | 2024 → 2025 | Increased effective Jan 1, 2025 (not applicable to Penegor) |
| Cash fees earned (actual) | 39,797 | 2024 | Actual for Penegor post‑appointment |
Additional director benefits: Reimbursement of reasonable meeting expenses; optional $100/month “coffee cash” for shop purchases; aggregate annual director compensation capped at $750,000 (or $1,000,000 for the first year of newly appointed directors) .
Performance Compensation
| Grant Type | Grant Date Fair Value | Vesting Schedule | Change-in-Control Treatment |
|---|---|---|---|
| Annual RSU (policy) | $110,000 (2024 cycles) | 25% on last day of each fiscal quarter starting the quarter after grant; fully vested at next annual meeting | |
| Annual RSU (policy – post Jan 1, 2025) | $125,000 | 25% on Aug 20, Nov 20, Feb 20, May 20; fully vested at next annual meeting | |
| Prorated RSU for off-cycle appointees | Prorated to time served until next meeting (increased to $125,000 in 2025) | Fully vested on grant date at first annual meeting following appointment |
- No options, bonus, PSUs, or performance metrics tied to director compensation disclosed; director equity awards are time-based and not subject to operating/TSR hurdles .
Other Directorships & Interlocks
| Company | Relationship to BROS | Potential Interlock/Conflict Disclosure |
|---|---|---|
| Papa John’s International, Inc. (NASDAQ: PZZA) – current CEO | QSR industry (restaurant) vs. BROS beverage drive‑thru; no direct relationship disclosed | Company states no transactions with Penegor reportable under Item 404(a) (related-party) |
| Ball Corporation (NYSE: BALL) – director | Packaging supplier industry; no direct BROS relationship disclosed | No related-party transactions disclosed |
| Perrigo Company plc (NYSE: PRGO) – director | Consumer health; no direct BROS relationship disclosed | No related-party transactions disclosed |
Expertise & Qualifications
- Skills matrix: Industry, financial/capital allocation, brand marketing, operations & distribution, technology, public company board experience, senior leadership .
- Audit committee financial expert designation under SEC regulations .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (Class A/B/C, shares) | —; not listed for Penegor; represents less than 1% |
| Ownership as % of shares outstanding | Less than 1% |
| Unvested RSUs (as of Dec 31, 2024) | — (none listed for Penegor) |
| Pledging/hedging policy | Prohibited for directors (no margin, pledging, hedging, derivatives, short selling) |
| Stock ownership guidelines | Directors: 5.0x annual cash retainer; compliance within 5 years of Jan 16, 2025 (guidelines effective date) |
Governance Assessment
- Positive signals:
- Independent director with audit committee membership and SEC “financial expert” designation; strengthens oversight of financial reporting, controls, and risk .
- Board is “controlled company” by voting power, yet currently elects not to use governance exemptions; maintains independent committees and majority-independent composition, enhancing investor protections .
- No related-party transactions involving Penegor; independence affirmed under NYSE rules .
- Attendance standard met overall; Board held nine meetings, and independent executive sessions are routine under Audit & Risk chair leadership, supporting robust independent oversight .
- Watch items:
- Controlled company status (74.6% combined voting power by the Co‑Founder) could enable future governance exemptions; monitor whether the Board maintains current independence practices over time .
- As a sitting CEO (PZZA), time/attention constraints are a general governance consideration; no attendance shortfall disclosed, but ongoing monitoring of committee engagement and meeting participation is prudent .
- Alignment:
- Director equity awards are time‑based RSUs with defined vesting and change‑in‑control acceleration; combined with 5x retainer ownership guidelines and anti‑pledging/hedging rules, the framework supports alignment, though current disclosed ownership for Penegor is less than 1% and should rise with future grants .
- Conclusion:
- Penegor’s audit expertise and multi‑company leadership background are additive to Board effectiveness. No conflicts or related‑party transactions are disclosed. Continue monitoring ownership accumulation vs. 5x guideline and any shifts in controlled company exemption usage by BROS for governance risk assessment .