Peter Laurinaitis
About Peter Laurinaitis
Independent Class III director at Solo Brands, Inc. (NYSE: DTC), appointed March 7, 2025; age 54. Background spans 30 years in restructuring, special situations, capital raising, and M&A advisory, including senior roles at PJT Partners (Partner/Senior Advisor) and The Blackstone Group (Senior Managing Director, Restructuring); earlier career at Arthur Andersen (Corporate Restructuring and Audit). Education: B.S.B.A. and M.S.A., University of Central Florida; M.B.A., Wharton. Professional credentials: CPA (inactive), CIRA, CTP. Board determined him independent under NYSE rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PJT Partners (Restructuring & Special Situations) | Partner; later Senior Advisor | 2015–2024 | Led complex advisory and capital-raising assignments; extensive special situations experience |
| The Blackstone Group (Restructuring) | Senior Managing Director | 2001–2015 | Leadership in restructuring practice; involved in >$100B liability restructurings |
| Arthur Andersen | CPA; Manager, Corporate Restructuring & Audit | 1993–2000 | Turnaround consulting and audit background |
External Roles
| Organization | Role | Tenure/Status | Notes |
|---|---|---|---|
| FirstElement Fuel, Inc. | Independent Director | Current | Hydrogen infrastructure company |
| Academic engagements | Guest lecturer | Past engagements | UPenn Law, Wharton, Columbia Law, NYU Stern; UCF Capital Markets Advisory Board |
Board Governance
- Class: III; term to expire at 2027 annual meeting (staggered board). Board size increased from seven to eight with his appointment.
- Independence: Board affirmed Laurinaitis as “independent” per NYSE listing standards. No family relationships disclosed among directors/executives.
- Committees: As of the 2025 proxy, committee memberships listed include Audit (Tarbox Chair; Dennison, Powers), Compensation (Powers Chair; Dennison; Guy-Hamilton), Nominating & Corporate Governance (Guy-Hamilton Chair; Tarbox). Laurinaitis is not shown in these committee rosters; no committee assignment disclosed.
- Executive sessions: Non-management directors meet in executive session on a regularly scheduled basis, presided over by the Chairman.
- Lead Independent Director: Michael C. Dennison serves as Lead Director.
- Attendance: Board met seven times in 2024; each incumbent director attended ≥75% of board/committee meetings during service. Laurinaitis joined in 2025; 2024 attendance data thus not applicable to him.
Fixed Compensation
| Component | Amount/Terms | Effective Date | Notes |
|---|---|---|---|
| Monthly cash retainer | $30,000 per month | March 7, 2025 | For board service; reimbursable reasonable expenses |
| Per diem for non-ordinary matters | $7,500 per day (if >4 hours, outside board meetings) | March 7, 2025 | As deemed appropriate/necessary by the Board |
| Equity awards | None (unless otherwise determined by the Board) | March 7, 2025 | Explicitly not part of his director compensation |
| Indemnification | Standard director/officer indemnification agreement | Expected at appointment | Company practice for directors/officers |
Reference program for other non-employee directors (context):
- Annual cash retainer: $60,000; Lead Independent Director additional $15,000; Audit Chair $20,000; Audit member $10,000; Compensation Chair $15,000; Compensation member $7,500; Nominating Chair $15,000; Nominating member $7,500; paid quarterly.
- Annual/initial RSUs: $160,000 grant date fair value at annual meeting ($190,000 for Lead Independent Director), pro-rated if appointed off-cycle; vest prior to next annual meeting; accelerate on change of control.
Performance Compensation
| Element | Metric(s) | Quantum | Vesting/Trigger |
|---|---|---|---|
| Equity awards (RSUs/PSUs) | Not applicable to Laurinaitis | None disclosed | Board stated he will not receive equity awards as part of director compensation (unless otherwise determined) |
Compensation governance:
- Compensation Committee engaged Pearl Meyer; assessed peer groups; Committee determined no conflicts under SEC independence factors.
Other Directorships & Interlocks
| Company | Public/Private | Role | Potential Interlock/Conflict |
|---|---|---|---|
| FirstElement Fuel, Inc. | Not disclosed as public | Independent Director | No Item 404(a) related-party relationships disclosed with DTC |
No arrangements/understandings for his selection; no Item 404(a) relationships since the beginning of last fiscal year.
Expertise & Qualifications
- Financial strategy, special situations, capital raising, M&A, restructuring advisory; raised several billion in fresh capital; led restructuring of >$100B in liabilities.
- Professional credentials: CPA (inactive), CIRA, CTP.
- Education: B.S.B.A., M.S.A. (UCF); M.B.A. (Wharton).
Equity Ownership
| Security | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| Class A Common Stock | 0 | <1% | As of March 27, 2025, Laurinaitis listed with no reported holdings |
| Class B Common Stock | 0 | <1% | No reported holdings |
| Combined Voting Power | 0% | 0% | Based on Class A and Class B voting as single class |
Policy backdrop:
- Insider Trading Compliance Policy prohibits hedging transactions (e.g., collars, swaps).
Governance Assessment
- Strengths: Independent director with deep restructuring and capital markets expertise; appointment coincides with a period of financial repositioning; supports board’s skill matrix in finance/strategic transactions.
- Alignment concerns (RED FLAG): Unusual director pay structure—high fixed cash ($30,000/month) plus per diem and no equity awards—diverges from standard non-employee director program that emphasizes equity grants; may reduce direct stock-based alignment unless revised.
- Independence/Conflicts: Board affirmed independence; 8-K states no Item 404(a) relationships or arrangements for selection; no family relationships disclosed across the board.
- Committee engagement: No committee assignment disclosed as of proxy publication, limiting visibility into oversight contributions in Audit/Comp/NCG at this stage; monitor future committee appointments.
- Attendance/Engagement: 2024 attendance thresholds met by incumbents; Laurinaitis joined in 2025, so attendance data not yet available; executive sessions held regularly among non-management directors.
Implications for investors: Laurinaitis adds turnaround and capital-raising capability to the board at a strategically sensitive time. However, his compensation structure’s heavy cash and absence of equity is atypical at DTC and warrants monitoring for alignment and any future modification to include at-risk equity.