David Powers
About David Powers
David Powers, age 58, has served on Solo Brands, Inc. (DTC) board since May 2022 and is classified as an independent director under NYSE rules. He holds a B.S. in Marketing from Northeastern University and brings senior consumer goods and direct‑to‑consumer operating experience, including President and CEO roles at Deckers Outdoor Corporation and leadership roles at Converse and Timberland .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Deckers Outdoor Corporation (NYSE: DECK) | Director | Since July 2024 | Governance role; prior President and Chief Executive Officer in 2016 |
| Converse (Nike) | Vice President Global Direct‑to‑Consumer | Four years (years not specified) | Expanded brand globally in DTC |
| Timberland | Executive leadership across retail merchandising, marketing, visual & store design; created sustainable footwear/apparel line | Years not specified | Led retail/brand initiatives and sustainability product line |
External Roles
| Company | Role | Since | Notes |
|---|---|---|---|
| Deckers Outdoor Corporation (NYSE: DECK) | Director | July 2024 | Former President and CEO (2016) |
Board Governance
| Attribute | Details |
|---|---|
| Committee memberships | Audit Committee member; Compensation Committee Chair |
| Independence | Board determined David Powers is “independent” under NYSE rules |
| Attendance | Board met 7 times in 2024; all incumbent directors attended ≥75% of Board and committee meetings |
| Years of service on Solo Brands board | Director since May 2022 |
| Lead Independent Director | Michael C. Dennison serves as Lead Director; also on Compensation and Audit committees |
| Executive sessions | Non‑management directors meet regularly in executive session without management |
Fixed Compensation
| Year | Fees Earned (Cash) | Stock Awards (RSUs grant‑date fair value) | Total |
|---|---|---|---|
| 2024 | $81,122 | $151,878 | $233,000 |
- Cash structure: Baseline annual retainer $60,000; Compensation Committee Chair retainer $15,000 (June/Oct 2024 policy), Audit Committee member retainer $10,000; Lead independent director retainer $15,000; other committee retainer levels per policy updates in 2024 . For David Powers specifically, notes disclose $8,275 for Audit Committee membership and $12,848 for Compensation Committee Chair in 2024 .
- Equity structure: Annual director RSUs typically with grant‑date fair value ~$160,000 (lead independent ~$190,000), vest on the earlier of the day before the next annual meeting or first anniversary of grant; change‑in‑control accelerates vesting .
Performance Compensation
Compensation Committee chaired by David Powers oversees executive incentive design; 2024 equity grants emphasized stock price performance via VWAP PSUs, with no new option grants during 2024 .
| Recipient | Metric | Tranche/Targets | PSU Shares | Deadline | Vesting Condition |
|---|---|---|---|---|---|
| Chris Metz (CEO in 2024) | 30‑day average VWAP | $6.50 | 733,000 | On or before Sep 15, 2027 | Continuous employment through attainment or within 180 days if terminated without Cause/for Good Reason |
| Chris Metz (CEO in 2024) | 30‑day average VWAP | $4.00 / $5.00 / $6.00 (one‑third each) | 735,000 | On or before Sep 15, 2027 | Same employment conditions as above |
| Laura Coffey (CFO) | 30‑day average VWAP | $4.00 / $5.00 / $6.00 (one‑third each) | 249,999 | On or before Feb 28, 2027 | Continued employment through Feb 28, 2027 |
| Kent Christensen (GC in 2024) | 30‑day average VWAP | $4.00 / $5.00 / $6.00 (one‑third each) | 60,714 | On or before Feb 28, 2027 | Continued employment through Feb 28, 2027 |
- Consultant: Pearl Meyer engaged in 2024 as independent compensation consultant; committee considered independence and conflicts (none identified) .
Other Directorships & Interlocks
| Company | Relationship to DTC | Potential Interlock/Transaction |
|---|---|---|
| Deckers Outdoor Corporation | External board role for David Powers | No DTC‑Deckers transactions disclosed in related party section |
Expertise & Qualifications
- Consumer goods and DTC leadership: Deckers CEO; Converse VP Global DTC; Timberland retail/merchandising/marketing .
- Governance and financial oversight: Audit Committee member at Solo Brands; Compensation Committee Chair .
- Education: B.S. Marketing, Northeastern University .
Equity Ownership
| As of | Class A Shares Beneficially Owned | Ownership % of Class A | Breakdown | Notes |
|---|---|---|---|---|
| March 27, 2025 | 196,911 | <1% | Includes 91,941 Class A shares and 104,970 RSUs vesting within 60 days of March 27, 2025 | Director anti‑hedging policy prohibits hedging/offsetting transactions; policy filed with 2024 10‑K |
- Unvested RSUs outstanding at Dec 31, 2024: 104,970 .
- Pledging: No pledging disclosures for David Powers; anti‑hedging policy applies to directors and prohibits hedging arrangements .
Insider Trades
| Filing Date | Trade Date | Link | Summary |
|---|---|---|---|
| May 29, 2025 | May 27, 2025 | Cloudfront Form 4 PDF: https://d18rn0p25nwr6d.cloudfront.net/CIK-0001870600/ecda88b3-092f-40e8-876b-ae4c7b5c402a.pdf | Form 4 filed as Director; Exhibit includes Power of Attorney; non‑derivative/derivative activity per filing |
| May 30, 2024 | May 29, 2024 | SEC Index: https://www.sec.gov/Archives/edgar/data/1870600/000187060024000070/0001870600-24-000070-index.htm | Form 4 filed; details of equity award activity per filing |
| May 17, 2024 | May 16, 2024 | SEC Index: https://www.sec.gov/Archives/edgar/data/1870600/000187060024000060/0001870600-24-000060-index.htm | Form 4 filed; details of equity award activity per filing |
Governance Assessment
- Board effectiveness: Powers serves as Compensation Committee Chair and Audit Committee member, providing oversight across pay design and financial reporting; Board confirms independent status and uses regular executive sessions without management present .
- Pay‑for‑performance alignment: Committee shifted executive equity toward PSUs tied to 30‑day VWAP thresholds with multi‑year deadlines; no new options were granted in 2024, reducing repricing risk .
- Ownership alignment: Powers holds Class A shares and director RSUs; anti‑hedging policy enhances alignment; ownership <1% is typical for non‑employee directors at small/mid‑cap issuers .
- Auditor/controls oversight: As Audit Committee member, Powers was part of committee that changed auditor to BDO in 2025 and oversaw remediation of material weaknesses noted in 2023–2024 ICFR; committee reported on audit communications and independence .
RED FLAGS
- Company‑level material weaknesses in internal control over financial reporting were disclosed for 2023 and 2024; while remediation is underway, this is a governance risk requiring continued Audit Committee oversight .
- Concentrated shareholder rights: Summit Partners retains board nomination rights and size change approvals under the Stockholders Agreement, which can constrain full board refresh flexibility and should be monitored for potential conflicts with minority investors .
- Reverse stock split authorization sought to maintain NYSE minimum bid price; potential anti‑takeover effect from increased authorized but unissued shares warrants vigilance from independent directors regarding capital allocation and dilution risk .