Michael C. Dennison
About Michael C. Dennison
Michael C. Dennison, age 57, has served on Solo Brands, Inc. (DTC)’s Board since May 2022. He is the Lead Director and sits on both the Audit and Compensation Committees. Dennison is the Chief Executive Officer of Fox Factory Holding Corp. and has served as a director of Fox since February 2018; he previously held senior leadership roles at Flex Ltd. and Arrow Electronics. He holds a B.A. in liberal arts from Oregon State University (1989) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Fox Factory Holding Corp. | CEO; Director | CEO since Jun 2019; Director since Feb 2018 | Public company CEO experience; operating leadership |
| Fox Factory Holding Corp. | President, Powered Vehicles Group | Aug 2018 onward (prior to CEO) | Segment leadership |
| Flex Ltd. | President & Chief Marketing Officer | Feb 2012–Aug 2018 | Led procurement and global supply chain; senior business management roles |
| Arrow Electronics | Regional Director | Prior to Flex (dates not specified) | Commercial leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Fox Factory Holding Corp. | Director | Since Feb 2018 | Concurrent role with DTC directorship |
| Fox Factory Holding Corp. | CEO | Since Jun 2019 | Ongoing executive role |
Board Governance
- Lead Director responsibilities include presiding over meetings without the Chair, calling independent director sessions, approving agendas and information to the Board, and acting as liaison with management; this structure reinforces independent oversight .
- Committee assignments: Audit Committee member; Compensation Committee member. Audit Chair is Andrea K. Tarbox; Compensation Chair is David Powers; Nominating & Corporate Governance Chair is Matthew Guy-Hamilton .
- Independence: The Board affirmatively determined Dennison is independent under NYSE rules .
- Attendance: The Board met 7 times in 2024; each incumbent director attended at least 75% of Board and committee meetings. Audit met 4 times; Compensation met 6 times in 2024 .
Fixed Compensation
Policy-defined annual cash retainers (non-Summit affiliates):
| Component | Amount | Notes |
|---|---|---|
| Director annual cash retainer | $60,000 | Paid quarterly in arrears |
| Lead Independent Director retainer | $15,000 | Increased from $10,000 in June/Oct 2024 policy updates |
| Audit Committee chair/member | Chair $20,000; Member $10,000 | Updated in June/Oct 2024 |
| Compensation Committee chair/member | Chair $15,000; Member $7,500 | Updated in June/Oct 2024 |
| Nominating & Governance chair/member | Chair $15,000; Member $7,500 | Updated in June/Oct 2024 |
Actual 2024 cash fees (Dennison):
| Item | Amount ($) | Detail |
|---|---|---|
| Fees Earned or Paid in Cash (total) | 89,179 | Total director cash in 2024 |
| Audit Committee member (partial year) | 7,020 | As member |
| Audit Committee chair (partial year) | 2,466 | Partial year chair service |
| Compensation Committee member | 6,844 | As member |
| Lead Independent Director | 12,849 | Lead director retainer |
Performance Compensation
Annual director equity (RSUs):
| Component | Grant Value | Vesting | Notes |
|---|---|---|---|
| Standard director RSUs | $160,000 | Earlier of day before next annual meeting or 1-year anniversary | Policy for non-employee directors |
| Lead Independent Director RSUs | $190,000 | Same as above | Policy level |
| Dennison 2024 RSU grant | $180,356 | Same as above | Actual grant value |
Performance metrics for director equity: None disclosed; director RSUs are time-based vesting. Change-in-control: Outstanding director awards accelerate and vest upon a change in control under the policy .
Other Directorships & Interlocks
| Company | Relationship to DTC | Potential Interlocks |
|---|---|---|
| Fox Factory Holding Corp. (CEO & Director) | No related-party transactions disclosed with DTC | No interlocks or related transactions involving Dennison disclosed in proxy |
Expertise & Qualifications
- Public company CEO; procurement and global supply chain expertise; senior business management at Flex; commercial leadership at Arrow Electronics .
- Board leadership as Lead Director; committee experience on Audit and Compensation .
- Education: B.A., Oregon State University (1989) .
Equity Ownership
| Holder | Class A Shares Beneficially Owned | % | Breakdown |
|---|---|---|---|
| Michael C. Dennison | 202,427 | <1% | 82,228 Class A shares; 120,199 RSUs vesting within 60 days of Mar 27, 2025 |
Anti-hedging: Directors, officers, and employees are prohibited from hedging transactions (e.g., collars, swaps, prepaid forwards) under the Insider Trading Compliance Policy .
Governance Assessment
- Board effectiveness: Dennison’s Lead Director role plus service on Audit and Compensation strengthens independent oversight and involvement across financial reporting and pay matters. Audit and Compensation met regularly in 2024 (4 and 6 times), and overall attendance was ≥75% for incumbents, indicating engagement .
- Pay-for-performance alignment: Director compensation mixes cash retainers with time-based RSUs; as Lead Director, Dennison’s equity grant (approx. $180k) is consistent with policy ranges for heightened responsibility. No discretionary bonuses or option repricing disclosed for directors .
- Ownership alignment: Dennison beneficially owns 202,427 Class A shares (<1%); his unvested RSUs vest on a short schedule aligned with annual terms. Anti-hedging policy supports alignment; no pledging policy disclosure in proxy .
- Potential conflicts/related-party exposure: No related party transactions naming Dennison are disclosed. Structural governance considerations include Summit Partners’ nomination rights (up to four directors) and board size change restrictions under the Stockholders Agreement, which may influence board composition dynamics over time (not specific to Dennison) .
- RED FLAGS:
- Material weaknesses in internal control over financial reporting reported in 2023 and 2024 (segregation of duties, IT change management, resource constraints), elevating Audit Committee oversight demands; Dennison sits on Audit .
- NYSE minimum bid price non-compliance notification (Feb 25, 2025) and reliance on reverse stock split authorization to regain compliance—market/listing risk that can affect investor confidence in governance and capital markets strategy .
- Up‑C and Tax Receivable Agreement (TRA) structure: cash outflows to Continuing LLC Owners for realized tax benefits (85%) may be viewed as shareholder-unfriendly by some investors; not director-specific but relevant to governance risk profile the Board oversees .
Compensation Committee process: The committee engages Pearl Meyer as independent consultant; the Board determined advisor independence and leveraged peer assessments to set executive and director compensation, supporting governance best practice .
Attendance & Engagement: With ≥75% attendance and multiple committee meetings, Dennison meets baseline engagement expectations; executive sessions occur regularly without management, reinforcing independent oversight .