bros-20250331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________________________

SCHEDULE 14A

(RULE 14a-101)

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

(Amendment No. )

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Filed by a party other than the Registrant ☐

Check the appropriate box:

☐ Preliminary Proxy Statement

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☒ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material under § 240.14a-12

DUTCH BROS INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒ No fee required.

☐ Fee paid previously with preliminary materials

☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

LETTER TO STOCKHOLDERS

At Dutch Bros, we don’t just grow— we innovate, evolve and inspire. Every year, we continue our relentless pursuit of excellence, driven by a commitment to our people, our customers, and our communities. In 2025, we’re expanding our reach, creating new opportunities, continuing an intense focus on our people, and defining what it means to be in a category of our own.

Growth with Purpose

This past year, we continued our ambitious growth trajectory, opening 151 new shops. Each new shop is more than a place to grab a drink— it’s a launchpad for future leaders and a hub for human connection. In 2025, we’re building on that momentum, ensuring that our growth and culture go hand-in-hand.

Our people pipeline is stronger than ever with more than 450 homegrown leaders ready to open shops in new markets as of December 31, 2024. Our commitment to creating compelling futures means every operator and next generation leader is deeply rooted in our values and committed to the unique energy that defines Dutch Bros.

Being a Best-in-Class Employer

That energy means Dutch Bros is more than a brand— it’s a place where crews have the opportunity to build meaningful careers. We’re committed to fostering an environment where our teams feel valued, supported, and empowered to grow. In 2025, we are increasing focus on leadership development, investing in operational excellence, and ensuring every employee sees a path forward.

Our investment in our people extends beyond the shop. As we expand our support centers, we’re creating dynamic spaces where collaboration, innovation, and culture can thrive. We want to be the employer of choice in our industry, not just for what we do, but for how we do it.

A Category of Our Own

Dutch Bros has never fit neatly into a traditional category. We’re not just a coffee company, a drive-thru concept, or an energy brand— we’re all of the above and more. We offer convenience with connection, blending speed and efficiency with genuine human interaction. That’s what sets us apart, and it’s what will continue to define our future.

As we expand, we remain laser-focused on maintaining the magic that makes Dutch Bros unique. Whether it’s through customer interactions, shop design, or our digital experience, every touchpoint is an opportunity to reinforce what makes us different.

Looking Ahead

As we set our sights on the future, we do so with the same energy, passion, and commitment that have fueled Dutch Bros for more than three decades. We are scaling with purpose, leading with culture, and innovating in ways that make us not just a competitor, but a category leader.

Thank you for your continued belief in Dutch Bros. The future is bright, and we’re just getting started.


Travis Boersma						Christine Barone
Co-Founder & Executive Chairman						Chief Executive Officer and President

Dutch Bros Inc.| 2025 Proxy Statement | 2

NOTICE OF ANNUAL STOCKHOLDERS’ MEETING

WHEN

WHERE

RECORD DATE

May 13, 2025

at 2:00 p.m. Pacific Time

Via webcast:

www.virtualshareholdermeeting.com/BROS2025

Our Board of Directors has fixed the close of business on March 18, 2025, as the Record Date for determination of stockholders entitled to notice of and to vote at this Annual Meeting of the stockholders or any adjournment thereof.

ITEMS OF BUSINESS

PROPOSAL

BOARD VOTING RECOMMENDATION

PAGE REFERENCE

1.Elect ten director nominees named herein, all of whom will be elected by the holders of our Class A, Class B, Class C, and Class D common stock, voting together as a single class, with each director to serve until the 2026 annual meeting of stockholders.

☑

FOR each director nominee

2. Ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the year ending December 31, 2025.

☑

FOR

3. Approval, on a non-binding, advisory basis, of the compensation of our named executive officers.

☑

FOR

4. Any such other business as may properly come before the meeting or any adjournment or postponement thereof.

These items of business are more fully described in the proxy statement accompanying this Notice of Annual Stockholders’ Meeting.

You will be able to attend this year’s Annual Meeting virtually via live webcast at www.virtualshareholdermeeting.com/BROS2025. You will be able to submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/BROS2025. You will also be able to vote electronically during the Annual Meeting. Details regarding how to participate in the meeting online and the business to be conducted at the Annual Meeting are more fully described in the accompanying proxy statement.

Important Notice Regarding the Availability of Proxy Materials for the Annual Stockholders’ Meeting to be held on May 13, 2025, at 2:00 p.m. Pacific Time virtually via live webcast at www.virtualshareholdermeeting.com/BROS2025. This Notice of Annual Stockholders’ Meeting, the proxy statement, and the 2024 Annual Report are available at www.proxyvote.com.

A Notice of Internet Availability of Proxy Materials containing instructions on how to access our proxy materials and annual report, as well as instructions on how to vote over the internet, via phone, or by mail will be mailed to you on or about March 31, 2025. If you receive a Notice of Internet Availability of Proxy Materials by mail or electronic mail, you will not receive printed and mailed proxy materials unless you specifically request them.

YOUR VOTE IS VERY IMPORTANT. We hope that you will attend the Annual Meeting. Whether or not you do, please cast your vote as soon as possible.

HOW TO VOTE:

VIRTUALLY

BY TELEPHONE

BY MAIL

Go to www.proxyvote.com

From the United States U.S. Territories and Canada: call 1-800-690-6903

If you received a paper copy of the proxy materials by mail: mark, sign, date, and promptly mail the enclosed proxy card in the postage-paid envelope

You may vote in advance of or during the Annual Meeting. Submitting your proxy now will not prevent you from voting your shares at the Annual Meeting. You may change your vote at any time. To vote your shares online, log on to www.proxyvote.com and enter your Control Number. If you attend the Annual Meeting virtually, please follow the instructions at www.virtualshareholdermeeting.com/BROS2025 to vote or submit questions during the meeting.

Dutch Bros Inc.| 2025 Proxy Statement | 3

DUTCH BROS INC.

2025 PROXY STATEMENT AND NOTICE OF ANNUAL STOCKHOLDERS’ MEETING

TABLE OF CONTENTS


			Page

COVER PAGE			1
LETTER TO STOCKHOLDERS			2




NOTICE OF ANNUAL STOCKHOLDERS’ MEETING			3




GLOSSARY			5




QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND THE ANNUAL MEETING			7




BOARD OF DIRECTORS MATTERS			14



PROPOSAL 1: ELECTION OF DIRECTORS			14
Director Skills, Experience, and Background			21

CORPORATE GOVERNANCE MATTERS			23



Composition of our Board of Directors			23
Board Leadership Structure			23
Role of the Board in Risk Oversight			23
Controlled Company Exemption			24
Director Nominations			24
Board Membership Criteria			25
Stockholder Engagement and Communications with the Board of Directors			26
Board and Committee Meetings and Attendance			26
Director Compensation			32
Security Ownership of Certain Beneficial Owners and Management			35

AUDIT AND RISK COMMITTEE MATTERS			38



PROPOSAL 2: RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			38
Audit and Related Fees			39
Report of the Audit and Risk Committee			40

EXECUTIVE COMPENSATION			41



Compensation Discussion and Analysis			41
Compensation Committee Report			47
Employment Arrangements			47
Summary Compensation Table			50


Outstanding Equity Awards at Fiscal Year-End			53
Stock Awards Vested			53
Potential Payments upon Termination or Change of Control			54
Pay versus Performance			57
CEO Pay Ratio			60
PROPOSAL 3: APPROVAL, ON A NON-BINDING, ADVISORY BASIS, OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS			61


OTHER MATTERS			62



Equity Compensation Plan Information			62
Transactions with Related Persons			62
Delinquent Section 16(a) Reports			66
Where to Find Additional Information			66


APPENDIX			67


TERM						DEFINITION
2024 Annual Report						Our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on February 13, 2025.
Annual Meeting						The 2025 Annual Stockholders’ Meeting of Dutch Bros Inc. to be held on May 13, 2025, at 2:00 p.m. Pacific Time.

Blocker Companies						Certain individuals and/or entities that held common units and/or profits interest units of Dutch Bros OpCo immediately prior to the Reorganization Transactions that are taxable as corporations for U.S. federal income tax purposes.
Board or Board of Directors						The Board of Directors of Dutch Bros Inc.

Class A common stock						Class A Common Stock, par value $0.00001 per share, of Dutch Bros Inc.
Class B common stock						Class B Common Stock, par value $0.00001 per share, of Dutch Bros Inc.
Class C common stock						Class C Common Stock, par value $0.00001 per share, of Dutch Bros Inc.
Class D common stock						Class D Common Stock, par value $0.00001 per share, of Dutch Bros Inc.
Class A common units						Non-voting Class A Common Units of Dutch Bros OpCo, as defined in the Fifth LLC Agreement.


Co-Founder						Travis Boersma and affiliated entities over which he maintains voting control.

Common Stock						Class A common stock, Class B common stock, Class C common stock, and Class D common stock.
Continuing Members						The Co-Founder and the Sponsor.
Dutch Bros OpCo						Dutch Mafia, LLC, a Delaware limited liability company and direct subsidiary of Dutch Bros Inc.
Dutch Bros OpCo Units						Class A common units, Class B voting units and Class C voting units of Dutch Bros OpCo, collectively, each as further defined in the Fifth LLC Agreement.

Dutch Bros Tax Group						Dutch Bros Inc. or any member of its affiliated, consolidated, combined, or unitary tax group.
Exchange Act						The Securities Exchange Act of 1934, as amended.
Exchange Tax Receivable Agreement						The Tax Receivable Agreement (Exchanges) entered into by Dutch Bros Inc. with the Continuing Members, dated as of September 14, 2021.
FASB						Financial Accounting Standards Board.

Fifth LLC Agreement						Fifth Amended and Restated Limited Liability Company Agreement of Dutch Bros OpCo, dated as of February 7, 2025.
IPO						Our Initial Public Offering of shares of Class A common stock.


TERM						DEFINITION
Pre-IPO Blocker Holders						TSG7 A AIV VI Holdings-A, L.P. and DG Coinvestor Blocker Aggregator, L.P. or their assignees or successors pursuant to the terms of the Reorganization Tax Receivable Agreement.


Record Date						March 18, 2025.

Registration Rights Agreement						The Amended and Restated Registration Rights Agreement entered into by Dutch Bros Inc. with the Continuing Members, dated as of October 31, 2023.
Reorganization Tax Receivable Agreement						Tax Receivable Agreement (Reorganization) entered into by Dutch Bros with the Pre-IPO Blocker Holders, dated as of September 14, 2021.
Reorganization Transactions						The transaction to implement our “Up-C” structure undertaken in connection with our IPO, as further described in our prospectus, filed pursuant to Rule 424(b)(4), (Registration No. 333- 258988) on September 14, 2021.

RSU						Restricted Stock Units.

SEC						United States Securities and Exchange Commission.
Securities Act						The Securities Act of 1933, as amended.
Sponsor						TSG Consumer Partners, L.P. and certain of its affiliates.

Tax Receivable Agreements and TRAs						The Exchange Tax Receivable Agreement and the Reorganization Tax Receivable Agreement.


						RECOMMENDATION OF THE BOARD
☑
						The Board of Directors recommends that you vote “FOR” the election of each of the following director nominees.


	Travis Boersma Co-founder and Executive Chairman of the Board	Age: 54

Skills & Expertise: •Industry Experience •Brand Marketing Experience •Operations & Distribution Experience •Senior Leadership Experience	Committees: None


	Christine Barone Chief Executive Officer and Director	Age: 51

Skills & Expertise: •Industry Experience •Brand Marketing Experience •Operations & Distribution Experience •Public Company Board Experience •Senior Leadership Experience	Committees: None


	C. David Cone Director	Age: 53

Skills & Expertise: •Financial/Capital Allocation Experience •Technology Experience •Senior Leadership Experience	Committees: Audit and Risk (Chair)


	Thomas Davis Director	Age: 47

Skills & Expertise: •Financial/Capital Allocation Experience •Senior Leadership Experience	Committees: None


	Kathryn George Director	Age: 60

Skills & Expertise: •Financial/Capital Allocation Experience •Technology Experience •Senior Leadership Experience	Committees: None


	Stephen Gillett Director	Age: 49

Skills & Expertise: •Financial/Capital Allocation Experience •Brand Marketing Experience •Operations & Distribution Experience •Technology Experience •Public Company Board Experience •Senior Leadership Experience	Committees: Compensation, Nominating and Governance


	G.J. Hart Director	Age: 67

Skills & Expertise: •Industry Experience •Brand Marketing Experience •Operations & Distribution Experience •Public Company Board Experience •Senior Leadership Experience	Committees: Compensation (Chair)


Leadership Position						Ownership
Executive Chairman						5.0x
Chief Executive Officer						5.0x
All Other Covered Officers						3.0x
Directors						5.0x


Name	Fees Earned or Paid in Cash ($)	Stock Awards ($)1 2	Total ($)
Travis Boersma	1,500,000	—	1,500,000
C. David Cone	92,404	168,122	260,526
Thomas Davis	77,615	109,977	187,592
Kathryn George	70,000	109,977	179,977
Stephen Gillett	88,604	109,977	198,581
G.J. Hart 3	50,769	—	50,769
Blythe Jack 4	17,571	—	17,571
Kory Marchisotto 5	—	—	—
Ann Miller	95,000	109,977	204,977
Todd Penegor 6	39,797	—	39,797
Sean Sullivan 7	33,544	168,122	201,666


Name	Unvested RSUs (#)	Market Value of Unvested RSUs ($)
Travis Boersma	—	—
C. David Cone	1,525	79,880
Thomas Davis	1,525	79,880
Kathryn George	1,525	79,880
Stephen Gillett	1,525	79,880
G.J. Hart	—	—
Blythe Jack 1	—	—
Kory Marchisotto	—	—
Ann Miller	1,525	79,880
Todd Penegor	—	—
Sean Sullivan 2	—	—


	Class A Common Stock Beneficially Owned		Class B Common Stock Beneficially Owned		Class C Common Stock Beneficially Owned		Total Common Stock Beneficially Owned		Combined Voting Power
	Shares	%	Shares	%	Shares	%	Shares	%	%
Stockholder
Travis Boersma and affiliated entities 1, 2	55,726,099	31.4	35,210,946	100.0	—	—	90,937,045	42.3	74.6
TSG7 A Dutch Bros. Holdings, L.P. 1, 3	2,347,346	1.3	—	—	2,347,346	100.0	4,694,692	2.2	0.5
FMR LLC 4	6,486,879	3.7	—	—	—	—	6,486,879	3.0	1.4
Directors and Named Executive Officers
Christine Barone	42,031	*	—	—	—	—	42,031	*	*
Joshua Guenser	15,101	*	—	—	—	—	15,101	*	*
Sumi Ghosh	10,321	*	—	—	—	—	10,321	*	*
Victoria Tullett	13,475	*	—	—	—	—	13,475	*	*
Tana Davila	4,051	*	—	—	—	—	4,051	*	*
C. David Cone	4,661	*	—	—	—	—	4,661	*	*
Thomas Davis	12,342	*	—	—	—	—	12,342	*	*
Kathryn George	12,342	*	—	—	—	—	12,342	*	*
Stephen Gillett	16,728	*	—	—	—	—	16,728	*	*
G.J. Hart	—	—	—	—	—	—	—	*	—
Kory Marchisotto	—	—	—	—	—	—	—	*	—
Ann Miller	9,545	*	—	—	—	—	9,545	*	*
Todd Penegor	—	—	—	—	—	—	—	*	—
Charles Jemley 5	516,679	*	—	—	—	—	516,679	*	*
All current directors and executive officers as a group (14 persons) 6	55,866,696	31.5	35,210,946	100.0	—	—	91,077,642	42.4	74.6


	Kory Marchisotto Director	Age: 48

Skills & Expertise: •Brand Marketing Experience •Senior Leadership Experience	Committees: None


	Ann Miller Director	Age: 50

Skills & Expertise: •Financial/Capital Allocation Experience •Brand Marketing Experience •Operations & Distribution Experience •Technology Experience •Senior Leadership Experience	Committees: Nominating & Governance (Chair), Audit & Risk


	Todd Penegor Director	Age: 59

Skills & Expertise: •Industry Experience •Financial/Capital Allocation Experience •Brand Marketing Experience •Operations & Distribution Experience •Technology Experience •Public Company Board Experience •Senior Leadership Experience	Committees: Audit & Risk


	2024 ($)	2023 ($)
Audit Fees	2,921,378	2,311,651

Tax Fees	2,254,933	984,282

Total	5,176,311	3,295,933

SEC Form DEF 14A filed by Dutch Bros Inc.