Victoria Tullett
About Victoria Tullett
Chief Legal Officer and Corporate Secretary at Dutch Bros Inc. since September 2, 2022; at‑will executive with current base salary of $450,000 and a target annual bonus equal to 50% of base salary . Company performance metrics that determine NEO bonus funding in 2024 were Total Revenue and Adjusted EBITDA, both achieved at maximum (200% payout), with 2024 revenue of $1.281B and Adjusted EBITDA of $230.3M . Company TSR improved in 2024 (value of $100 investment rose to $142.80), with net income of $66.45M and Adjusted EBITDA of $230.283M, underscoring strong execution during her tenure . As a designated proxyholder, she plays a central governance role alongside the CFO for shareholder voting matters .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Dutch Bros Inc. | Chief Legal Officer (and Corporate Secretary) | 2022–present | Led legal, corporate governance and supported expansion of the Phoenix support center (additional RSUs granted for this project) |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Dutch Bros Foundation (not‑for‑profit) | Director; Secretary‑Treasurer | 2024–present | Philanthropy to coffee farmers and local communities; corporate reputation and ESG connectivity |
Fixed Compensation
| Metric | 2023 | 2024 | 2025 (current targets) |
|---|---|---|---|
| Base salary ($) | 450,000 | 450,000 | 450,000 |
| Target annual bonus (% of salary) | 50% | 50% | 50% |
| Actual annual bonus ($) | 202,500 | 450,000 | n/a |
| Annual equity target ($) | — | — | 575,000 |
| Other compensation ($) | 8,599 | 187,460 | — |
Notes:
- 2024 bonus was funded at 200% for all NEOs based on revenue and Adjusted EBITDA outperformance .
- 2024 “other compensation” includes relocation reimbursements and standard perquisites per proxy detail .
Performance Compensation
2024 Annual Cash Bonus Plan (Company-wide NEO framework)
| Metric | Weight | Threshold ($, mm) | Target ($, mm) | Maximum ($, mm) | Actual ($, mm) | Payout (% of target) |
|---|---|---|---|---|---|---|
| Total Revenue | 50% | 1,149.6 | 1,197.5 | 1,245.4 | 1,281.0 | 200% |
| Adjusted EBITDA | 50% | 171.0 | 190.0 | 209.0 | 230.3 | 200% |
| Total payout | — | — | — | — | — | 200% |
Tullett’s 2024 bonus outcome:
| Base salary ($) | Target bonus % | Payout % | Actual bonus ($) |
|---|---|---|---|
| 450,000 | 50% | 200% | 450,000 |
Equity awards and vesting
| Grant year | Grant date | Grant date fair value ($) | Unvested RSUs at 12/31/24 (#) | Vesting schedule |
|---|---|---|---|---|
| 2022 | 11/01/2022 | 154,355 | 2,182 | 50% on 11/1/2024 (vested) and 50% on 11/1/2025, subject to service |
| 2023 | 03/01/2023 | 449,971 | 14,066 | 50% on 3/1/2025 and 50% on 3/1/2026, subject to service |
| 2024 | 03/01/2024 | 799,992 | 26,963 | 1/3 on each of 3/1/2025, 3/1/2026, 3/1/2027, subject to service |
- Special 2024 incentive: within the $799,992 fair value, an additional ~$300,000 RSU block was granted for supporting the Phoenix support center expansion; same vesting cadence (1/3 annually over three years) .
- Vested in 2024: 2,182 RSUs; value realized $72,879 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 13,475 shares as of March 18, 2025 |
| Shares outstanding reference | 162,728,606 total common shares basis as of March 18, 2025 |
| Ownership as % of outstanding | ~0.008% (13,475/162,728,606) |
| Unvested RSUs (12/31/24) | 43,211 units; aggregate market value $2,263,392 (valued at $52.38) |
| Ownership guidelines | Covered officers: 3.0x base salary; 5-year compliance window from Jan 16, 2025 |
| Pledging/hedging | Prohibited for directors, officers and employees (no margin, pledging, hedging, derivatives, or short sales) |
Implications:
- Near-term supply from scheduled vesting through 2027 (3/1/2025, 3/1/2026, 11/1/2025, 3/1/2027) could modestly increase tradable float from executive holdings; actual selling constrained by insider policy and potential ownership guideline accumulation .
- Company is a “controlled company”; voting control is concentrated with the Co‑Founder, which can temper governance-driven selling dynamics but is independent of Tullett’s personal holdings .
Employment Terms
| Term | Economics / Terms |
|---|---|
| Employment | At‑will; Chief Legal Officer; eff. 9/2/2022 |
| 2025 base salary | $450,000 |
| Target annual bonus | 50% of base salary (performance-based) |
| Annual equity target | $575,000 (subject to Compensation Committee approval and vesting terms) |
| Severance plan – regular termination | 12 months base salary (paid over severance period), pro‑rated target bonus, 12 months COBRA; no equity acceleration |
| Severance plan – change in control termination (double trigger within 24 months) | Lump sum base salary (12 months), 100% target bonus + pro‑rated target bonus, 12 months COBRA, and 100% acceleration of unvested equity (performance awards at target) |
| Death or disability | Pro‑rated target bonus; full acceleration of unvested equity (performance awards at target) |
| Clawback | SOX 304 and Dodd‑Frank compliant incentive compensation recoupment policy for NEOs |
| Non‑compete / non‑solicit | Not disclosed in the proxy |
Compensation Structure Analysis
- Mix and trend: For 2024, cash comp was salary $450,000 plus bonus $450,000 (driven by Company overachievement), with equity grant date fair value $799,992 (including a one‑time ~$300,000 Phoenix support incentive) . In 2023, equity was $449,971 and bonus was $202,500; 2024 shows a shift toward higher at‑risk and one‑time equity tied to strategic initiatives .
- Metric design: 2024 bonus metrics were balanced 50/50 between total revenue and Adjusted EBITDA; both achieved above “maximum” thresholds (200% payout), aligning pay with improved top‑line and profitability .
- Forward alignment: For 2025, 50% of long‑term incentives will include market‑based vesting on three‑year relative TSR, strengthening linkage to shareholder returns .
Performance & Track Record
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| TSR – value of $100 investment ($) | 76.85 | 86.34 | 142.80 |
| Net income (loss) ($000s) | (19,253) | 9,952 | 66,450 |
| Adjusted EBITDA ($000s) | 91,181 | 160,062 | 230,283 |
- Bonus plan “Actual”s for 2024: Total Revenue $1,281.0 million; Adjusted EBITDA $230.3 million (both at maximum payout thresholds) .
Governance, Policies, and Peer Context
- Say‑on‑pay: 2024 Say‑on‑Pay approval was 97.4% “For,” indicating strong shareholder support of overall NEO program design .
- Peer group (2024): Includes quick‑service and growth consumer names such as SHAK, WING, PZZA, WEN, JACK, BJRI, DNUT, PTLO, FWRG, DNUT, CELH, etc., used for benchmarking compensation levels and structure .
- Controlled company: Co‑Founder holds ~74.6% of combined voting power; Board has elected not to avail controlled‑company exemptions currently, but may in future .
Investment Implications
- Pay-for-performance and trading signals: 2024 payout at 200% driven by exceeding revenue and Adj. EBITDA “maximums” is a positive execution signal; with 2025 long‑term awards adding a relative TSR component, incentive alignment with investors is strengthening .
- Vesting and potential supply: A visible schedule through 2027 (with 2025 and 2026 being heavier due to 2022/2023 cliff vesting and 2024 annual tranches) could create episodic selling windows, though pledging/hedging is prohibited and ownership guidelines encourage retention accumulation over the next five years .
- Retention and change‑in‑control economics: Regular termination protection (12 months salary, pro‑rated target bonus, benefits) and double‑trigger CIC with full acceleration are standard and should mitigate retention risk; full vesting upon CIC termination creates potential incremental supply in a takeout scenario but only with termination within the 24‑month window .
- Ownership alignment: Current direct beneficial ownership is modest (<1%), but significant unvested RSUs and a 3x salary ownership guideline (with a 5‑year runway) support increasing alignment over time; no pledging allowed (reduces alignment risk) .