Dylan Lissette
About Dylan Lissette
Utz Brands Chairperson; age 53; director since August 2020. Former CEO (Aug 2020–Dec 2022) and Executive Chairperson (Dec 2022–May 4, 2023); long-tenured Utz operator since 1995 across sales, marketing, COO (2011–2013), and President/CEO roles; B.S. in Business Economics and Public Policy from George Washington University; son-in-law of former Chairman Emeritus Michael W. Rice . Utz discloses the Chairperson is not independent; the Board has a separate Lead Independent Director structure to balance governance .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Utz Brands, Inc. | Chairperson of the Board | May 2023–present | Board leadership; paired with Lead Independent Director for governance |
| Utz Brands, Inc. | Executive Chairperson | Dec 2022–May 4, 2023 | Transitioned CEO role; oversight during leadership change |
| Utz Brands, Inc. | Chief Executive Officer | Aug 2020–Dec 2022 | Led public company post-SPAC; multi-decade institutional knowledge |
| Utz Companies | Chief Operating Officer | Jan 2011–Jan 2013 | Operations leadership |
| Utz Companies | EVP Sales & Marketing | Jan 2008–Jan 2011 | Commercial leadership |
| Utz Companies | Various (Retail Sales Manager; Key Account Director; Director of Marketing; SVP Sales Operations) | 1995–2007 | Built DSD operations and route sales development |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Athletic Brewing Company (private) | Board Director (prior Advisory Board) | Director since Mar 2021; Advisory Board Nov 2019–Mar 2021 | Non-alcoholic beverage; private company |
| Sageworth Holdings, LLC | Executive Committee Member | Since Jun 2023 | Interlock with UTZ director Timothy Brown (Founder/CEO of Sageworth Trust Co.) |
Board Governance
- Independence: Non-independent director (Chairperson), with Lead Independent Director (Roger Deromedi) in place; 10 of 12 directors are independent .
- Committees: Not a member of Audit, Compensation, or Nominating & Corporate Governance committees .
- Attendance: Board met 7 times in 2024; company reports each director attended at least 75% of meetings; aggregate Board attendance >95%; committee attendance ≥95% .
- Terms: Class III director; term expires 2026 .
- Executive sessions: Frequent sessions of non-management directors per Corporate Governance Guidelines .
Fixed Compensation (Director)
| Component | Amount/Terms | 2024 Amount |
|---|---|---|
| Annual Board cash retainer (non-employee directors) | $87,500; paid quarterly in arrears | $87,500 |
| Additional Chairperson cash retainer | $90,000 | $90,000 |
| Total cash fees (Lissette) | Sum of above | $177,500 |
| Equity retainer (RSUs) | $130,000 grant at/around annual meeting; vests at earlier of 1-year or next annual meeting | $130,000 (grant-date fair value) |
| Total director compensation (Lissette) | Cash + equity | $307,500 |
Notes:
- Director retainer structure includes chair premia; no meeting fees disclosed; Mr. Friedman, as employee, is excluded from director retainer program .
Performance Compensation (Director Equity)
| Equity Type | Grant Value | Units/Count | Vesting | Notes |
|---|---|---|---|---|
| RSUs (annual director grant) | $130,000 | Notional RSU award sized to value | Vests on earlier of 1-year from grant or next annual meeting | Standard annual director equity |
| RSUs outstanding as of 12/29/2024 (Lissette) | — | 63,442 | As per plan | Count disclosed; timing not itemized |
Utz ceased granting stock options as LTI beginning in 2023; director grants are RSUs (time-based), not PSUs; hedging/short sales prohibited for directors under Insider Trading Policy .
Other Directorships & Interlocks
| Entity | Relationship | Governance/Conflict Note |
|---|---|---|
| Sageworth Trust Company | UTZ engaged Sageworth Trust for fiduciary services to UTZ Profit Sharing/401(k) Plan; paid $150,973 in FY2024 | Timothy Brown (UTZ director) is Sageworth Trust CEO; Lissette sits on Sageworth Holdings Executive Committee; related-party exposure and interlock |
| UM Partners, LLC (Continuing Members) | Controls significant voting via Class V and exchangeable units; consent rights on major corporate actions | Concentrated governance rights; not directly attributed to Lissette in ownership table, but family lineage (Rice) and Continuing Member designation dynamics indicate influence |
Expertise & Qualifications
- Deep CPG and DSD operations experience; multi-decade Utz institutional knowledge .
- Board leadership experience; governance structure paired with Lead Independent Director .
- Education: B.S., George Washington University .
Equity Ownership
| Holder | Class A Shares | % of Class A | Class V Shares | % of Total Voting Power | RSUs Outstanding | Pledged? |
|---|---|---|---|---|---|---|
| Dylan Lissette | 1,341,370 | 1.55% | — | — | 63,442 | No pledges disclosed |
- Stock Ownership Guidelines: Chairperson must maintain 6x Board retainer in ownership; company reported all directors in compliance during FY2024 .
Governance Assessment
Key positives:
- Strong attendance and robust committee independence; three key committees fully independent; regular executive sessions .
- Clear prohibition on hedging/short sales; updated clawback policy for executives; stock ownership guidelines foster alignment; company reports compliance .
Risks and potential RED FLAGS:
- Non-independence of Chair; reliance on Lead Independent Director for counterbalance .
- Related-party transactions: payment to Sageworth Trust while two UTZ directors have roles at Sageworth entities; necessitates ongoing monitoring for process rigor and competitive bidding .
- Family employment: Michael Lissette (child) employed and compensated above $120k; while disclosed as consistent with comparable roles, family employment can pose perceived conflicts .
- Control provisions: Continuing Members hold substantial economic/voting interests via Class V/common units and retain consent rights over major actions (sale of assets >50%, HQ location, name changes), potentially constraining board flexibility; directors may share company information with their nominating parties per Investor Rights Agreement, raising information-flow and conflict considerations .
Signals affecting investor confidence:
- Director compensation mix roughly 58% cash / 42% equity for Lissette ($177.5k cash; $130k equity), providing some equity alignment but lower than many peers’ 50/50; however, compliance with stringent ownership guidelines mitigates alignment concerns .
- Say-on-pay support: >99% approval in prior year indicates shareholder confidence in compensation governance, though focused on executives not directors .
Overall: Governance is supported by independent committees and ownership guidelines, but the non-independent chair, interlocks with service providers, and Continuing Members’ consent rights merit continued scrutiny for potential conflicts and board effectiveness .