Pamela Brewster
About Pamela Brewster
Pamela Brewster, age 55, has served on Local Bounti’s Board since November 2021 (and on its predecessor’s board from November 2020–November 2021). She is Principal at Orange Strategies LLC, a political and government affairs consulting firm she founded in 2014 after 14 years as Vice President of Government Affairs at Charles Schwab; she continues to provide advisory and consulting services to Charles R. Schwab. She holds a B.A. in political science from UC Davis and an M.A. in public administration and policy from American University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Orange Strategies LLC | Principal | Founded 2014; ongoing | Government affairs advisory; regulatory and risk management expertise |
| Charles Schwab Corporation (NYSE: SCHW) | VP, Government Affairs | 14 years | Managed state/local relations, oversaw Schwab PAC; in-house political advisor |
| Alexander Ogilvy | Head, Tech Policy Communications | Not disclosed | Represented high-tech clients; policy communications |
| Washington, D.C. (Capitol Hill) | Government relations | Not disclosed | Represented telecom/technology interests |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Charles R. Schwab | Advisor/Consultant | Current | Continues advisory and consulting services to Charles R. Schwab |
Board Governance
| Item | Details |
|---|---|
| Board class and tenure | Class I director; nominated for re-election in 2025; term through 2028 if elected |
| Independence | Board determined she is independent under SEC and NYSE standards |
| Committees | Compensation Committee Chair; Audit Committee Member |
| Committee meeting cadence (2024) | Audit: 5 meetings; Compensation: 4 meetings; NCGC: 3 meetings (she is not a member) |
| Attendance | Each director attended at least 75% of Board/committee meetings; all directors attended the 2024 annual meeting |
| Audit Committee designation | Audit Committee members are independent and financially literate; audit committee financial experts are Mark J. Nelson and Michael Molnar (Brewster not designated as the “financial expert”) |
| Board leadership | Executive Chairman (Craig M. Hurlbert) with Lead Independent Director (Matthew Nordby) structure |
Fixed Compensation
| Component | Policy Amount | 2024 Actual | Notes |
|---|---|---|---|
| Annual Cash Retainer | $87,500 | $102,500 | Actual cash reflects base plus committee chair premium |
| Compensation Committee Chair Retainer | $15,000 | Included in cash total | Applies to Brewster as Chair |
| Audit Committee Chair Retainer | $20,000 | N/A | Brewster is not Audit Chair |
| NCGC Chair Retainer | $10,000 | N/A | Not applicable |
| Lead Independent Director Premium | $15,000 | N/A | Brewster is not Lead Independent Director |
| Annual Equity Retainer (RSUs) | $87,500 normal; reduced to $43,750 in 2024 | $43,747 grant-date value | Equity retainer cut 50% due to company financial condition and share reserve constraints |
| Total Director Compensation (2024) | — | $146,247 | Sum of cash and stock awards |
Performance Compensation
| Award Type | Grant Date | Shares | Grant-Date Fair Value per Share | Vesting | Change-in-Control Treatment |
|---|---|---|---|---|---|
| RSUs (Annual equity retainer) | June 13, 2024 | 14,880 | $2.94 | Vest in full upon earlier of 1-year anniversary or next annual meeting, subject to service | For nonemployee directors, unvested equity vests in full immediately prior to consummation of a change in control |
No director performance metrics (e.g., revenue, EBITDA, TSR) are disclosed for director equity awards; the annual RSU grants are time-vested .
Other Directorships & Interlocks
| Relationship | Type | Potential Impact/Conflict Consideration |
|---|---|---|
| Advisory/consulting to Charles R. Schwab | External advisory relationship | Interlock considerations given Charles R. Schwab’s majority beneficial ownership (60.4%) and influence over elections/transactions; Board still determined Brewster independent |
| Charles R. Schwab, Jr. on LOCL Board | Board composition | Family linkage may be relevant context; independence affirmed for Schwab Jr. and Brewster |
| Orange Strategies LLC affiliation with Grow Bitterroot (land/greenhouse sale-leaseback) | Related party transaction | LOCL paid Grow Bitterroot $1,228,803 (lease), $46,096 (repairs), and $50,000 (services) in 2024; $1,556,987 (lease), $46,096 (repairs), and $50,000 (services) in 2023; Audit Committee reviews related-party transactions per policy |
Expertise & Qualifications
- Extensive government relations, regulatory affairs, and risk management experience; advisory work for public companies and high-tech industries .
- Business development and policy communications background; Capitol Hill experience representing telecom/tech interests .
- Independent director under NYSE/SEC standards, with service as Compensation Chair and Audit member .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Date/Reference |
|---|---|---|---|
| Pamela Brewster | 159,425 | <1% | As of Aug 11, 2025 (22,123,010 shares outstanding) |
| RSUs held (year-end 2024) | 14,880 | Not counted in Aug 11, 2025 % (if not settling within 60 days) | RSUs from June 13, 2024 grant |
Policy on hedging/pledging: Directors, officers, and employees are prohibited from hedging; pledging requires compliance officer approval; short sales and derivatives trading prohibited .
Governance Assessment
- Strengths: Independent status; active committee leadership (Compensation Chair; Audit member); formal charters and use of independent consultant (Meridian) with no conflicts; robust risk oversight and Code of Ethics; hedging/pledging restrictions; director equity aligned via annual RSUs .
- Engagement: Board met 10 times in 2024; committee meetings regular; all directors attended annual meeting; minimum attendance threshold met (≥75%) .
- Compensation signals: 2024 equity retainer reduced 50% due to financial condition and share reserve constraints—suggests cost discipline; cash-plus-chair fees consistent with policy .
- RED FLAGS:
- Related party exposure: Orange Strategies’ affiliation with Grow Bitterroot, which receives material lease and service payments; ongoing transactions require continued Audit Committee oversight .
- Control risk: Charles R. Schwab’s 60.4% beneficial ownership and right to appoint two directors via U.S. Bounti can significantly influence governance, elections, and related-party approvals; increases perceived control risk despite “not a controlled company” status under NYSE rules .
- Advisory tie: Brewster’s advisory relationship with Charles R. Schwab juxtaposed with Schwab Jr. on LOCL’s Board heightens interlock scrutiny, though independence was affirmed after review of relationships and transactions .
Overall, Brewster’s government relations and regulatory background aligns with oversight needs, but investors should monitor related-party transactions (Grow Bitterroot) and the controlling shareholder dynamics for potential conflicts and board independence optics .