Travis Boersma
About Travis Boersma
Co-Founder of Dutch Bros since 1992 and Executive Chairman since August 2021, Travis Boersma is a non-independent director with deep industry, brand marketing, and operations expertise; he attended Southern Oregon University and is currently 54 years old . Dutch Bros’ FY2024 performance underlying executive incentives showed Total Revenue of $1,281 million and Adjusted EBITDA of $230.3 million, versus FY2023 revenue of $965.8 million and Adjusted EBITDA of $160.1 million; this implies ~33% YoY revenue growth and ~44% YoY Adjusted EBITDA growth, and FY2024 Net Income of $66.5 million with cumulative TSR at 142.80 since listing . As Executive Chairman, his current compensation emphasizes fixed pay, with a 2025 addition of a small at-risk cash bonus tied to the same revenue and Adjusted EBITDA metrics used for other executives .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Dutch Bros OpCo | Chief Executive Officer | 2019–2021 | Led operating company through pre-IPO scaling and governance transition |
| Dutch Bros Inc. | Executive Chairman | 2021–Present | Board leadership separated from CEO; oversight, culture, and growth acceleration |
| Dutch Bros Inc. | Co-Founder | 1992–Present | Foundational brand building; operational discipline and market expansion |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Dutch Bros Foundation (not-for-profit) | Director (2024) | 2024 | Philanthropy governance; $4.3M donations in 2024; oversight of social impact |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus % of Base | Actual Bonus Paid ($) | Notes |
|---|---|---|---|---|
| 2024 | 1,500,000 | — | — | Executive Chairman compensation; no director RSUs; not covered by director policy |
| 2025 (eligible) | 1,500,000 | 10% target; 20% max | TBD | Special committee added annual cash bonus aligned to exec metrics |
Performance Compensation
| Metric | Weighting | Threshold ($mm) | Target ($mm) | Maximum ($mm) | FY2024 Actual ($mm) | Payout (FY2024) | Vesting/Timing |
|---|---|---|---|---|---|---|---|
| Total Revenue | 50% | 1,149.6 | 1,197.5 | 1,245.4 | 1,281.0 | 200% | Annual cash bonus; Exec Chairman’s 2025 bonus uses same metrics |
| Adjusted EBITDA | 50% | 171.0 | 190.0 | 209.0 | 230.3 | 200% | Annual cash bonus; non-GAAP per proxy |
Notes:
- For named executive officers in FY2024, the above results produced 200% payout on eligible cash bonuses . Executive Chairman’s cash bonus structure begins in 2025 and references the same metrics and targets .
Equity Ownership & Alignment
| Holder | Class A Shares | Class B Shares | Class C Shares | Total Common Shares | Ownership % of Total | Combined Voting Power % |
|---|---|---|---|---|---|---|
| Travis Boersma and affiliated entities (DM Trusts) | 55,726,099 | 35,210,946 | — | 90,937,045 | 42.3% | 74.6% |
- Control via DM Trusts; Mr. Boersma disclaims beneficial ownership beyond pecuniary interest; detailed entity holdings disclosed (DMI Holdco LLC, DM Trust Aggregator LLC, DM Individual Aggregator LLC) .
- Stock ownership guidelines effective Jan 16, 2025: Executive Chairman 5.0x base pay; Directors 5.0x; five years to comply; future comp may be delivered in shares if not in compliance .
- Insider trading policy prohibits margin accounts, pledging, hedging, derivative trading, and short selling—mitigates pledging/hedging red flags .
- No option grants; company favors RSUs for named executives; Executive Chairman not eligible for long-term equity awards historically .
Employment Terms
- Status: At-will employee; no employment agreement; eligible for standard benefits .
- Severance/Change-of-Control: Not eligible under Severance Plan as of 2025 proxy . (Earlier 2024 narrative references eligibility, but tabular Severance Plan disclosures exclude him; current status is not eligible .)
- Clawbacks: Company maintains Dodd-Frank compliant incentive recoupment policy for named executive officers and SOX 304 reimbursement for CEO/CFO in case of misconduct-related restatements; Executive Chairman is not a named executive officer in FY2024 .
Performance & Track Record
| Metric | FY 2023 | FY 2024 | Notes |
|---|---|---|---|
| Total Revenue ($USD Millions) | 965.8 | 1,281.0 | YoY +~33%; exceeded maximum target |
| Adjusted EBITDA ($USD Millions) | 160.1 | 230.3 | YoY +~44%; exceeded maximum target |
| Net Income ($USD Millions) | 9.95 | 66.45 | Per audited results in Pay vs Performance table |
| TSR (Initial $100) | 86.34 | 142.80 | Company cumulative TSR |
- Execution highlights: 151 new shops opened in the year referenced in 2025 proxy letter, supporting growth and leadership development pipeline .
Board Governance
- Role: Executive Chairman; separation of CEO and Chair roles provides oversight and strategic guidance .
- Independence: Not independent due to employment; Board independence determinations disclosed .
- Committee Memberships: None for Boersma; committee rosters and 2024 membership listed .
- Attendance: Board met nine times in 2024; all directors ≥75% attendance; independent director executive sessions standard practice .
- Controlled Company: Dutch Bros is a “controlled company” under NYSE rules due to Boersma’s voting power; in 2025, the company states it has not opted into controlled company exemptions but may in future . In 2024, Dutch Bros utilized certain controlled company exemptions (e.g., compensation committee independence) .
- Director Compensation: As an employee-director, Boersma received $1,500,000 in 2024; no additional director RSUs; non-employee director policy terms disclosed separately .
Related-Party Transactions
| Year | Transaction | Counterparty | Amount ($) | Notes |
|---|---|---|---|---|
| 2024 | Sale of airplane, hangar, and related equipment | Co-Founder (Boersma) | ~9,500,000 | Asset sale to Co-Founder; disclosed in RPT section |
| 2023 | Real property purchase (shop site) via lease option | Family trust (Boersma’s father, trustee) | ~600,000 | Exercised purchase option under existing lease |
| 2023 | Pilot services and aircraft leasing arrangements | Boersma affiliates ↔ Company | ~500,000 net activity | Agreement terminated effective Jan 1, 2024 post aircraft sale |
| 2024 | Donations to Dutch Bros Foundation | Company; Board incl. Boersma (2024) | ~4,300,000 | Philanthropy governance; current board composition noted |
| 2024 | Family member compensation | Brian Maxwell (Vice Chair; brother-in-law) | ~1,100,000 | Compensation set by Compensation Committee; no shared household |
| 2024 | Family member compensation | Christine Schmidt (former CAO; sister-in-law) | ~1,100,000 | Compensation includes severance per plan |
Registration rights and Up-C structure:
- Registration Rights Agreement grants demand/shelf registration rights to Sponsor and Co-Founder; standard indemnities .
- Up-C Fifth LLC Agreement governs exchange/redemption mechanics and tax distributions; Continuing Members’ Class A common units redeemable into Class A stock with paired voting shares canceled upon exchange .
Compensation Peer Group (Benchmarking)
| Year | Peer Group (selected examples) |
|---|---|
| 2024 | Papa John’s, Wendy’s, Jack in the Box, Krispy Kreme, BJ’s, Dine Brands, Shake Shack, Celsius, El Pollo Loco, First Watch, Potbelly, Chuy’s, Wingstop, Portillo’s |
Say-on-Pay & Shareholder Feedback
- 2024 Say-on-Pay approval: 97.4% “For” .
- Policy: Annual say-on-pay; next frequency vote in 2029 .
Equity Ownership & Alignment Details
| Policy/Guideline | Provision |
|---|---|
| Stock Ownership Guidelines | Executive Chairman 5.0x base pay; Directors 5.0x; five years to comply; potential equity delivery for future comp if not compliant |
| Prohibitions | No margin accounts, pledging, hedging, derivatives, short selling under Insider Trading Policy |
Investment Implications
- Alignment: Boersma’s large beneficial stake (42.3% of common; 74.6% voting power) strongly aligns with long-term value creation, reducing classic agency risk but increasing governance concentration risk .
- Pay-for-performance: Introduction of a modest 2025 cash bonus (10% target; 20% max) tied to revenue and Adjusted EBITDA mirrors broader exec incentives; with FY2024 outperformance on both metrics, the variable component could modestly increase, but his mix remains predominantly fixed and not equity-based, limiting dilution and signaling confidence in existing stake rather than incremental RSUs .
- Governance: Controlled company dynamics and related-party transactions (aircraft, family compensation) are notable red flags for some investors; mitigants include transparent disclosure, independent committee oversight, and prohibitions on pledging/hedging .
- Execution: Strong FY2024 growth and shop expansion underpin incentive structures; sustained performance momentum could support continued high bonus payouts for named executives, while Boersma’s new variable pay introduces a minimal but positive performance linkage .