Document

DEF 14A 1 a2022proxystatement.htm DEF 14A Document

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. )

Filed by the Registrant ☒

Filed by a party other than the Registrant ☐

Check the appropriate box:

☐ Preliminary Proxy Statement

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒ 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

If you are familiar with Dutch Bros, you know we are nothing if not enthusiastic. It will come as no surprise to you that we are stoked about our performance in 2021.

It is our mission to make a massive difference one cup at a time; we do that through the work of our broistas, operators, and franchisees. 2021 was an incredible year of change and growth for Dutch Bros, culminating in a September IPO, the opening of 98 shops system-wide, and a total of about $3.3 million given to local and national causes.

Growth and the Dutch Bros People Pipeline

While we have an incredible deep vault of tasty beverages, Dutch Bros is in the relationship business. People are at the heart of everything we do. Our growth is predicated on our people pipeline—dedicated broistas who have worked their way up in the organization and proven themselves as great leaders and culture cultivators. Today, we have more than 200 fully-qualified regional operator candidates eligible to join a community and open multiple shops.

Behind the regional operator candidates, we have approximately 900 others in the Dutch Bros Leadership Pathway program. That program provides a clear path from broista to manager to regional operator, and it is the core of our people development system.

In 2021, our confidence in the people pipeline and development team allowed Dutch Bros to open a record-setting 30 company operated shops in the fourth quarter, bringing our total number of shops to 538 as of December 31, 2021. This growth was supported by a loyal workforce that doubled down on its commitment to serving customers when other companies were struggling with turnover.

The focus on our people does not stop with growth. We believe Dutch Bros should be a platform for all employees to find their compelling future, even if that future is not with us. In 2021, we expanded our benefits program and began offering education grants to qualified employees at our HQ and company-operated shops. The funds can be used for college, trade school, professional certifications, and more. It is one of the ways we thank our employees and live up to our commitment to be a force for good.

Focus on Technology

One of our biggest priorities in 2021, and one that will remain at the forefront of what we do, is the Dutch Bros app and our Dutch Rewards program. The app launched in 2021 and had already grown to more than 3.2 million registered users by year end.

The Dutch Bros app allows us to connect with our customers in ways we were not able to before, especially as users begin to utilize its stored value features. As more customers load funds to their accounts, we are able to live up to our values of Quality, Speed, and Service, giving broistas more time to create meaningful, lasting connections at the window.

Through the app, we also have the ability to remember each interaction with all of our Dutch Rewards members. We can leverage this knowledge to generate customer offers and thoughtful messaging to personalize our members’ Dutch Bros experience.

Looking to the Future

This February, Dutch Bros celebrated 30 years in business. What started as two brothers listening to music, hanging out, and serving espresso from a pushcart in downtown Grants Pass, Oregon is now a company with hundreds of shops in more than a dozen states. What has been the same from the beginning is our commitment to culture, people, and communities. As we look ahead, we are excited about the new opportunities we have to learn, grow, support each other, and share the Dutch Luv.


Travis Boersma						Joth Ricci
Co-Founder & Executive Chairman						President & CEO

Dutch Bros Inc.| 2022 Proxy Statement | 2

NOTICE OF ANNUAL STOCKHOLDERS’ MEETING

WHEN

WHERE

RECORD DATE

June 1, 2022

at 11:00 a.m. (Pacific Time)

Via webcast:

www.virtualshareholdermeeting.com/BROS2022

Our Board of Directors has fixed the close of business on April 7, 2022, 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 eight director nominees named herein, six of whom will be elected by the holders of our Class A common stock, Class B common stock, Class C common stock, and Class D common stock, voting together as a single class, and two of whom will be elected by the holders of our Class C common stock, voting as a separate class, with each director to serve until the 2023 annual meeting of stockholders.

☑

FOR each director nominee

2. Ratify the selection of KPMG LLP as our independent registered public accounting firm for the year ending December 31, 2022.

☑

FOR

3. 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/BROS2022. You will be able to submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/BROS2022. 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 June 1, 2022, at 11:00 a.m. Pacific Time virtually via live webcast at www.virtualshareholdermeeting.com/BROS2022. This Notice of Annual Stockholders’ Meeting, the proxy statement, and the 2021 Annual Report on Form 10-K 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 April 21, 2022. 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/BROS2022 to vote or submit questions during the meeting.

Dutch Bros Inc.| 2022 Proxy Statement | 3

DUTCH BROS INC.

2022 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			20
Board Diversity			21

CORPORATE GOVERNANCE MATTERS			22



Composition of our Board of Directors			22
Board Leadership Structure			22
Role of the Board in Risk Oversight			22
Controlled Company Exemption			23
Board Membership Criteria			24
Stockholder Engagement and Communications with the Board of Directors			24
Board Committees and Meetings			25
Director Compensation			29
Security Ownership of Certain Beneficial Owners and Management			32

AUDIT AND RISK COMMITTEE MATTERS			34



PROPOSAL 2: RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			34
Audit and Related Fees			34
Report of the Audit and Risk Committee			35

EXECUTIVE COMPENSATION			36



Summary Compensation Table			36


Outstanding Equity Awards at Fiscal Year-End			38
Employment Arrangements			39
Other Potential Post-Employment Payments			40


OTHER MATTERS			41



Emerging Growth Company Status			41
Equity Compensation Plan Information			41
Transactions with Related Persons			42
Delinquent Section 16(a) Reports			46
Where to Find Additional Information			46


APPENDIX			47

GLOSSARY

As used in this 2022 proxy statement (this Proxy), the terms identified below have the meanings specified below unless otherwise noted or the context requires otherwise. References in this Proxy to “Dutch Bros,” the “Company,” “we,” “us” and “our” refer to Dutch Bros Inc. and its consolidated subsidiaries unless the context indicates otherwise.

•Annual Meeting means the 2022 Annual Stockholders’ Meeting of Dutch Bros Inc. to be held on June 1, 2022, at 11:00 a.m. Pacific Time.

•Blocker Companies means certain Pre-IPO Dutch Bros OpCo Unitholders that are taxable as corporations for U.S. federal income tax purposes.

•Board or Board of Directors refers to the Board of Directors of Dutch Bros Inc.

•Class A common stock means Class A Common Stock, par value $0.00001 per share, of Dutch Bros Inc.

•Class B common stock means Class B Common Stock, par value $0.00001 per share, of Dutch Bros Inc.

•Class C common stock means Class C Common Stock, par value $0.00001 per share, of Dutch Bros Inc.

•Class D common stock means Class D Common Stock, par value $0.00001 per share, of Dutch Bros Inc.

•Class A common units means non-voting Class A Common Units of Dutch Bros OpCo, as defined in the Third LLC Agreement.

•Class B voting units means Class B Voting Units of Dutch Bros OpCo, as defined in the Third LLC Agreement.

•Class C voting units means Class C Voting Units of Dutch Bros OpCo, as defined in the Third LLC Agreement.

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

•Common Units means Common Units of Dutch Bros OpCo, as defined in the Second Amended and Restated Limited Liability Company Agreement of Dutch Bros OpCo, dated as of January 22, 2019.

•Continuing Members refers to the Co-Founder and the Sponsor.

•Dutch Bros OpCo refers to Dutch Mafia, LLC, a Delaware limited liability company and direct subsidiary of Dutch Bros Inc.

•Dutch Bros OpCo Units refers to Class A common units, Class B voting units and Class C voting units of Dutch Bros OpCo, each as further defined in the Third LLC Agreement, collectively.

•Dutch Bros Tax Group refers to Dutch Bros Inc. or any member of its affiliated, consolidated, combined, or unitary tax group.

•Exchange Act refers to the Securities Act of 1934, as amended.

•Exchange Tax Receivable Agreement means the Tax Receivable Agreement (Exchanges) entered into by Dutch Bros Inc. with the Continuing Members, dated as of September 14, 2021.

•FASB refers to the Financial Accounting Standards Board.

•IPO refers to our initial public offering of shares of Class A common stock.

•Pre-IPO Blocker Holders refers to 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 certain Reorganization Tax Receivable Agreement.

•Pre-IPO Dutch Bros OpCo Unitholders means individuals and/or entities that held Common Units and/or Profits Interest Units immediately prior to the Reorganization Transactions.

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GLOSSARY(continued)

•Profits Interest Units and PIUs refer to PI Units of Dutch Bros OpCo, issued and outstanding immediately prior to the Reorganization Transactions.

•Record Date means April 7, 2022.

•Registration Right Agreement means the Registration Rights Agreement entered into by Dutch Bros Inc. with the Continuing Members, dated as of September 17, 2021.

•Reorganization Tax Receivable Agreement means the Tax Receivable Agreement (Reorganization) entered into by Dutch Bros with the Pre-IPO Blocker Holders, dated as of September 14, 2021.

•Reorganization Transactions means 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.

•RSA refers to restricted stock award.

•RSU refers to restricted stock unit.

•SEC refers to the United States Securities and Exchange Commission.

•Securities Act refers to the Securities Act of 1933, as amended.

•Sponsor refers to TSG Consumer Partners, L.P. and certain of its affiliates.

•Stockholders Agreement means the Stockholders Agreement of Dutch Bros Inc., dated as of September 17, 2021.

•Tax Receivable Agreements means the Exchange Tax Receivable Agreement and the Reorganization Tax Receivable Agreement.

•Third LLC Agreement means the Third Amended and Restated Limited Liability Company Agreement of Dutch Bros OpCo, dated as of September 14, 2021.

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QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND THE ANNUAL MEETING

Although we encourage you to read this proxy statement in its entirety, we include this Q&A section to provide some background information and brief answers to several questions you might have about the Annual Meeting.

Q: Why are we providing these materials?

A: These materials are provided to you in connection with our Annual Meeting, which will take place on Wednesday, June 1, 2022, at 11:00 a.m. Pacific Time. Pursuant to rules adopted by the SEC, we have elected to provide access to our proxy materials over the internet. Accordingly, we have sent you a Notice of Internet Availability of Proxy Materials because our Board is soliciting your proxy to vote at the Annual Meeting, including at any adjournments or postponements of the meeting. Stockholders are invited to participate in the Annual Meeting and are requested to vote on the proposals described herein.

We intend to mail the Notice of Internet Availability of Proxy Materials on or about April 21, 2022, to all stockholders of record entitled to vote at the Annual Meeting.

Q: How do I attend the Annual Meeting?

A: In order to facilitate stockholder participation in the Annual Meeting and in light of public health concerns regarding the COVID-19 pandemic and to protect the health and safety of our stockholders and employees, the Annual Meeting will be held through a live webcast. You will not be able to attend the annual meeting in person. You, or your valid designated proxy, are entitled to attend the Annual Meeting if you were a stockholder as of the close of business on April 7, 2022, the Record Date. To be admitted to the Annual Meeting virtually, you will need to visit www.virtualshareholdermeeting.com/BROS2022 and enter the 16-digit Control Number found next to the label “Control Number” on your Notice of Internet Availability of Proxy Materials, proxy card or voting instruction form (if you received a printed copy of the proxy materials), or in the email sending you the Proxy. If you are a beneficial stockholder, you should contact the bank, broker or other institution where you hold your account in advance of the meeting if you have questions about obtaining your control number/ proxy to vote.

Please note, virtual participation in the Annual Meeting is limited due to the capacity of the host platform. Access to the Annual Meeting will be accepted on a first come, first served basis so we encourage you to log into the virtual meeting site in advance of the start time of the Annual Meeting. Online check-in will start approximately thirty (30) minutes before the meeting June 1, 2022 at 11:00 a.m. Pacific Time.

Whether or not you participate in the Annual Meeting, it is important that you vote your shares. We recommend that you submit your proxy card or voting instructions in advance of the Annual Meeting so that your vote will be counted even if you decide not to participate in the Annual Meeting. See below under “Q. How do I submit my vote?” for detailed instructions on how to submit your vote.

Q: Who can vote at the Annual Meeting?

A: Only stockholders of record at the close of business on the Record Date (April 7, 2022), will be entitled to vote at the Annual Meeting. On the Record Date, there were 39,556,909 shares of Class A common stock outstanding and entitled to vote, 64,699,136 shares of Class B common stock outstanding and entitled to vote, 45,385,636 shares of Class C common stock outstanding and entitled to vote, and 14,061,817 shares of Class D common stock outstanding and entitled to vote.

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Q. How do I submit my vote?

A: You may “For” or “Against” or abstain from voting for each of the nominees to the Board you are entitled to vote on. For each of the other matters to be voted on, you may vote “For” or “Against” or abstain from voting. Even if you plan to attend the Annual Meeting, we recommend that you submit your proxy card or voting instructions prior to the Annual Meeting so that your vote will be counted if you later decide not to attend the Annual Meeting.

Voting Prior to the Annual Meeting:

To vote prior to the Annual Meeting until 8:59 p.m. Pacific Time on May 31, 2022, you may vote via the internet at www.proxyvote.com; by telephone; or by completing and returning your proxy card or voting instruction form, as described below:

• To vote using the proxy card, simply complete, sign and date the proxy card that you receive with your proxy materials and return it promptly in the envelope provided. If you return your signed proxy card to us before the Annual Meeting, we will vote your shares as you direct.

• To vote over the telephone, dial toll-free 1-800-690-6903 using a touch-tone phone and follow the recorded instructions. You will be asked to provide the 16-digit Control Number provided to you on your Notice of Internet Availability of Proxy Materials that you received for the Annual Meeting. Your telephone vote must be received by until 8:59 p.m. Pacific Time on May 31, 2022, to be counted.

• To vote through the internet prior to the Annual Meeting, go to www.proxyvote.com and follow the instructions to submit your vote on an electronic proxy card. You will be asked to provide the 16-digit Control Number provided to you on your Notice of Internet Availability of Proxy Materials that you received for the Annual Meeting. For your vote to be counted in advance of the Annual Meeting, your internet vote must be received by until 8:59 p.m. Pacific Time on May 31, 2022.

Voting During the Annual Meeting:

To vote during the Annual Meeting, if you are a registered stockholder as of the Record Date and attending virtually, follow the instructions at www.virtualshareholdermeeting.com/BROS2022. You will need to enter the 16-digit Control Number found on your Notice of Internet Availability of Proxy Materials or notice you receive or in the email sending you the Proxy.

Q: What if I cannot find my Control Number?

A: If you cannot find your Control Number and you are the registered stockholder, please call the number listed on your Notice of Internet Availability of Proxy Materials. If you cannot find your Control Number and you are a beneficial stockholder, you may contact the bank, broker, or other institution where you hold your account if you have questions about obtaining your control number prior to the Annual Meeting. If you are unable to locate your 16-digit control number, you will be able to access and listen to the Annual Meeting but you will not be able to vote your shares or submit questions during the Annual Meeting.

Q: Will a list of stockholders of record as of the Record Date be available?

A: A list of our stockholders of record as of the close of business on the Record Date will be made available to stockholders for inspection during the meeting at www.virtualshareholdermeeting.com/BROS2022. In addition, the list will be available for the ten days prior to the Annual Meeting at our headquarters at 110 SW 4th Street, Grants Pass, Oregon 97526. If you would like to view the list, please contact us to schedule an appointment during ordinary business hours by emailing investors@dutchbros.com.

Q: Where can we get technical assistance?

A: If you have difficulty accessing the Annual Meeting, please call the number listed on the stockholder login page at www.virtualshareholdermeeting.com/BROS2022, where technicians will be available to help you.

Dutch Bros Inc.| 2022 Proxy Statement | 8

Q: For the Annual Meeting, how do we ask questions of management and the Board?

A: We plan to have a Q&A session at the Annual Meeting and will include as many stockholder questions as the allotted time permits. Stockholders may submit questions that are relevant to our business in advance of the Annual Meeting as well as live during the Annual Meeting. If you are a stockholder, you may submit a question in advance of the meeting at www.proxyvote.com after logging in with your Control Number. Questions of virtual attendees may be submitted during the Annual Meeting through www.virtualshareholdermeeting.com/BROS2022.

Q: What information is contained in this Proxy?

A: This Proxy contains information relating to the proposals to be voted on at the Annual Meeting, the voting process, and other required information.

Q: What proposals will be voted on at the Annual Meeting?

A: There are two proposals scheduled to be voted on at the Annual Meeting:

• election of eight director nominees, six of whom will be elected by the holders of our Class A common stock, Class B common stock, Class C common stock, and Class D common stock, voting together as a single class, and two of whom will be elected by the holders of our Class C common stock, voting as a separate class, each to serve until our 2023 annual meeting of stockholders; and

• ratification of the selection of KPMG LLP, as our independent registered public accounting firm for the year ending December 31, 2022.

We will also consider other business that properly comes before the Annual Meeting.

Q: How does the Board recommend that I vote?

A: The Board recommends that you vote your shares “FOR” the election of each of the Board’s nominees.

The Board recommends that you vote your shares “FOR” the ratification of selection of KPMG LLP as our independent registered public accounting firm for the year ending December 31, 2022.

Q: What shares can I vote?

A: You may vote all shares of common stock that you owned as of the close of business on the Record Date (April 7, 2022).

The holders of Class A common stock, Class B common stock, Class C common stock, and Class D common stock vote together as a single class, other than for the election of two directors designated by our Sponsor, where the Class C common stock will vote as a separate class (in accordance with our amended and restated certificate of incorporation and our Stockholders Agreement, as described herein in the section titled “Transactions with Related Persons—Stockholders Agreement”).

You have one vote for each share of Class A common stock, ten votes for each share of Class B common stock, three votes for each share of Class C common stock, and three votes for each share of Class D common stock you owned as of the Record Date (April 7, 2022). Holders of outstanding shares of our Class A common stock, Class B common stock, Class C common stock, and Class D common stock will vote as a single class on all matters on which stockholders are entitled to vote generally, except as otherwise required by law or pursuant to the terms of our amended and restated certificate of incorporation. As of the Record Date (April 7, 2022), there were 39,556,909 shares of Class A common stock outstanding, 64,699,136 shares of Class B common stock outstanding, 45,385,636 shares of Class C common stock outstanding, and 14,061,817 shares of Class D common stock outstanding, all of which are entitled to be voted at the Annual Meeting.

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Q: What is the difference between being a registered stockholder and a beneficial owner?

A: Many of our stockholders hold their shares through stockbrokers, banks, or other nominees, rather than directly in their own names. As summarized below, there are some differences between being a registered stockholder and a beneficial owner.

Registered Stockholder: If your shares are registered directly in your name with our transfer agent, American Stock Transfer & Trust Company, LLC, you are the registered stockholder, and these proxy materials are being sent directly to you. As the registered stockholder, you have the right to grant your voting proxy directly to us and to vote at the Annual Meeting.

Beneficial Owner: If your shares are held in a stock brokerage account or by a bank or other nominee, you are the beneficial owner of shares held in street name, and these proxy materials are being forwarded to you by your broker or other nominee, who is considered to be the registered stockholder. As the beneficial owner, you have the right to tell your nominee how to vote, and you are also invited to attend the Annual Meeting. However, since you are not the registered stockholder, you may not vote your shares at the Annual Meeting unless you obtain a legal proxy from your nominee authorizing you to do so. Your nominee has sent you instructions on how to direct the nominee’s vote. You may vote by following those instructions and the instructions on the Notice of Internet Availability of Proxy Materials.

Q: Can I change my vote or revoke my proxy?

A: Yes, you can change your proxy instructions at any time before the vote at the Annual Meeting, by:

For Registered Stockholders: Shares Registered in your own name:

• Entering a new vote online;

• Entering a new vote by telephone;• Mailing a written notice of revocation to our Corporate Secretary at our address below, or

• Signing and returning a new proxy card bearing a later date, which will automatically revoke your earlier proxy instructions.

For Beneficial Owners: Shares Registered in the Name of Broker or Bank:

•If your shares are held by your broker, bank, or other agent, you should follow the instructions provided by your broker, bank, or other agent.

Q: What constitutes a quorum?

A: A quorum of stockholders is necessary to hold a valid meeting. The holders of a majority of the voting power of the outstanding shares of stock as of the Record Date who are entitled to vote at the Annual Meeting and present in person, by remote communication, or represented by proxy duly authorized at the Annual Meeting, shall constitute a quorum. Votes withheld, abstentions, and broker non-votes (as described below) are counted as present for the purpose of determining a quorum. As of the Record Date (April 7, 2022), there were 39,556,909 shares of Class A common stock outstanding, with one vote per share, 64,699,136 shares of Class B common stock outstanding, with ten votes per share, 45,385,636 shares of Class C common stock outstanding, with three votes per share, and 14,061,817 shares of Class D common stock outstanding, with three votes per share, all of which are entitled to be voted at the Annual Meeting.

Your shares will be counted towards the quorum only if you submit a valid proxy (or one is submitted on your behalf by your broker, bank or other nominee) or if you vote online at the meeting. Abstentions and broker non-votes will be counted towards the quorum requirement. If there is no quorum, the holders of a majority (in voting power) of shares present at the meeting or represented by proxy may adjourn the meeting to another date.

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Q: What is a broker non-vote?

A: If you hold shares beneficially in street name and do not provide your broker with specific voting instructions, your shares may constitute “broker nonvotes.” Under the rules of the New York Stock Exchange (NYSE), brokers, banks, and other securities intermediaries that are subject to NYSE rules may use their discretion to vote your “uninstructed” shares with respect to matters considered to be “routine” under NYSE rules, but not with respect to “non-routine” matters. In this regard, Proposal 1 is considered to be “non-routine” under NYSE rules meaning that your broker may not vote your shares on those proposals in the absence of your voting instructions. However, Proposal 2 is considered to be a “routine” matter under NYSE rules meaning that if you do not return voting instructions to your broker by its deadline, your shares may be voted by your broker in its discretion on Proposal 2. Generally, broker non-votes occur on a matter when a broker is not permitted to vote on that matter without your specific instruction. Broker nonvotes are counted for quorum purposes but not in counting votes cast for, or entitled to vote on, a proposal.

If you a beneficial owner of shares held in street name, and you do not plan to attend the Annual Meeting, in order to ensure your shares are voted in the way you would prefer, you must provide voting instructions to your broker, bank or other agent by the deadline provided in the materials you receive from your broker, bank or other agent.

Q: What is a proxyholder?

A: We are designating Charles Jemley, our Chief Financial Officer, and Joshua Lute, our General Counsel and Corporate Secretary, to hold and vote all properly-tendered proxies (except votes “withheld”). If you have indicated a vote, they will so vote. If you have left a vote blank, they will vote as the Board recommends.

While we do not expect any other business to come up for vote, if it does, they will vote in their discretion. If a director nominee is unwilling or unable to serve, the proxyholders will vote in their discretion for an alternative nominee.

Q: What does it mean if I receive more than one Notice of Internet Availability of Proxy Materials?

A: You may receive more than one Notice of Internet Availability of Proxy Materials, if, for example, you hold your shares in more than one name or in different brokerage accounts. You must vote based on the instructions in each Notice of Internet Availability of Proxy Materials separately.

Q: How are votes counted?

A: Broadridge Financial Solutions, Inc., has been appointed to be the inspector of elections, to act at the meeting, to make a written report thereof, to take charge of the polls, and to make a certificate of the result of the vote taken.

Eight director nominees are to be elected at the Annual Meeting. The holders of Class A common stock, Class B common stock, Class C common stock, and Class D common stock, voting together as a single class, are entitled to elect six members of the Board. The holders of Class C common stock, voting as a separate class, are entitled to elect two members of the Board. Our stockholders do not have any right to vote cumulatively in any election of directors. Directors elected by the holders of the Class A common stock, Class B common stock, Class C common stock, and Class D common stock shall be elected by a plurality vote. This means that the director nominees with the greatest number of votes cast, even if less than a majority, will be elected. Directors elected by the holders of Class C common stock shall be elected by a plurality vote of the votes of the Class C common stock.

To be approved, Proposal No. 2, ratification of selection of KPMG LLP, as our independent registered public accounting firm for the year ending December 31, 2022, must receive “For” votes from the holders of a majority of votes present virtually or represented by proxy and entitled to vote on the matter. If you “Abstain” from voting, it will have the same effect as an “Against” vote.

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We will announce preliminary results at the meeting and publish final voting results on a Current Report on Form 8-K that we expect to file with the SEC within four business days after the end of the Annual Meeting. If final voting results are not available to us in time to file a Form 8-K within four business days after the meeting, we intend to file a Form 8-K to publish preliminary results and, within four business days after the final results are known to us, file an additional Form 8-K to publish the final results.

Q: Is my vote confidential?

A: Proxy instructions, ballots, and voting tabulations that identify individual stockholders are handled in a manner that protects your voting privacy. Your vote will not be disclosed, either within Dutch Bros or to third parties, except as necessary (i) to meet applicable legal requirements, (ii) to allow for tabulation and certification of the vote, and (iii) to facilitate successful proxy solicitation by the Board.

Q: Who bears the cost of soliciting votes for the Annual Meeting?

A: We bear the entire cost of preparing, assembling, printing, mailing, and distributing these proxy materials. The solicitation of proxies or votes may be made in person, by telephone, and by electronic communication by our directors, officers, and employees, who will not receive any additional compensation for these solicitation activities. In addition, we may reimburse brokerages and other entities that represent beneficial owners for their expenses in forwarding solicitation materials to beneficial owners.

Q: How can I submit a stockholder proposal or director nomination for next year’s annual meeting?

A: Stockholders may present proper proposals for inclusion in our proxy statement for next year and for consideration at next year’s annual meeting of stockholders by submitting their proposals in writing to our Corporate Secretary in a timely manner.

For a stockholder proposal to be considered for inclusion in our proxy materials for next year’s annual meeting, our Corporate Secretary must receive the written proposal at our principal executive offices at the corporate address provided below not later than December 22, 2022. In the event that we hold next year’s annual meeting more than 30 days before or after the one-year anniversary of this year’s Annual Meeting (i.e., before May 2, 2023, or after July 1, 2023), notice of a stockholder proposal must be received by our Corporate Secretary a reasonable time before we begin to print and send our proxy materials. In addition, stockholder proposals must comply with the requirements of Rule 14a-8 under the the Exchange Act, regarding the inclusion of stockholder proposals in company-sponsored proxy materials.

If a stockholder wishes to submit a nomination or proposal, which will not be included in our proxy materials, for consideration at next year's annual meeting, our amended and restated bylaws establish an advance notice procedure. Pursuant to our amended and restated bylaws, the only business that may be conducted at an annual meeting of stockholders is business that is (i) specified in our proxy materials with respect to such annual meeting, (ii) otherwise properly brought before such annual meeting by or at the direction of our Board, or (iii) properly brought before such meeting by a stockholder of record entitled to vote at such annual meeting who has delivered timely written notice to our Corporate Secretary, which notice must contain the information specified in our amended and restated bylaws. To be timely for next year’s annual meeting, our Corporate Secretary must receive the written notice at our principal executive offices at the corporate address provided below:

•not earlier than the close of business on February 1, 2023 (120 days before the anniversary of this year’s Annual Meeting); and

•not later than the close of business on March 3, 2023 (90 days before the anniversary of this year’s Annual Meeting).

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In the event that we hold next year’s annual meeting more than 30 days before or after the one-year anniversary of this year’s Annual Meeting, notice of a stockholder proposal that is not intended to be included in our proxy statement next year must be received by our Corporate Secretary not earlier than the close of business on the 120th day prior to such annual meeting and not later than the close of business on the later of the 90th day prior to such annual meeting or the 10th day following the day on which public announcement of the date of such annual meeting is first made.

If a stockholder who has notified us of his, her or its intention to present a proposal at an annual meeting of stockholders does not appear to present his, her or its proposal at such annual meeting, we are not required to present the proposal for a vote at such annual meeting.

In addition to satisfying the foregoing requirements under our amended and restated bylaws, to comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than Dutch Bro’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than April 2, 2023.

Q: Can I recommend director candidates directly to Dutch Bros?

A: Yes, our Board will consider director candidates recommended for nomination by our stockholders during such times as they are seeking proposed nominees to stand for election at the next annual meeting of stockholders (or, if applicable, a special meeting of stockholders). Our stockholders that wish to nominate a director for election to our board of directors should follow the procedures set forth in our amended and restated bylaws.

Q: Can I communicate with the Board?

A: Yes, any stockholder or other interested party may write to the Board at our address below or by email at investors@dutchbros.com.

Q: What is your corporate address for notice and Board communication purposes?

Dutch Bros, Inc.

Attention: Corporate Secretary

110 SW 4th Street

Grants Pass, Oregon 97526

Q: What should I do if my household receives one copy of proxy materials and I need an additional copy?

A: We have adopted a procedure called "householding," which is approved by the SEC and permits the delivery of a single Notice of Internet Availability of Proxy Materials and, if applicable, one copy of the proxy materials, to multiple stockholders sharing an address. Stockholders who participate in householding will continue to access and receive separate proxy cards. If one Notice of Internet Availability of Proxy Materials or set of other proxy materials is delivered to two or more stockholders who share an address, upon written or oral request we will promptly deliver a separate copy of such materials to a stockholder at a shared address. Please contact our agent using the information provided on the Notice of Internet Availability of Proxy Materials or us at our offices at the address above if you wish to receive a separate copy of any proxy materials, or if one household that is currently receiving multiple copies wishes to receive only a single copy of each of these documents for your household, please contact Broadridge Financial Solutions Inc. by calling their toll free number, 1-866-540-7095 or in writing at 51 Mercedes Way, Edgewood, NY 11717, Attention: Householding Department. If in the future you wish to receive separate copies of our proxy materials, or if you are receiving multiple copies and would like to receive only one copy for your household, you should contact your bank, broker or other nominee record holder, or you may contact us at our office at the address above.

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BOARD OF DIRECTORS MATTERS

PROPOSAL 1: ELECTION OF DIRECTORS

Our business and affairs are managed under the direction of our Board. We currently have eight directors with no vacancies. There are eight nominees for director this year, six of whom will be elected by the holders of our Class A common stock, Class B common stock, Class C common stock, and Class D common stock, voting together as a single class, and two of whom will be elected by the holders of our Class C common stock, voting as a separate class.

Our amended and restated certificate of incorporation and our amended and restated bylaws permit our Board to establish the authorized number of directors from time to time by resolution. Our amended and restated certificate of incorporation permits the holders of the Class C common stock, voting as a separate class, to elect up to two members to the Board subject to certain limitations set forth therein. We have also entered into the Stockholders Agreement with investment funds affiliated with our Sponsor which provides that investment funds affiliated with our Sponsor will have the right to designate up to two of the directors serving on our Board. See “Other Matters—Transactions with Related Persons—Stockholders Agreement.”

All of the directors were elected as members of our Board prior to our IPO, with the exception of Stephen Gillett who was appointed to our Board in December 2021. Each of the nominees listed below is currently a director of Dutch Bros. If elected at the Annual Meeting, each of these nominees would serve until the 2023 annual meeting and until his or her successor has been duly elected and qualified, or, if sooner, until the director’s death, resignation or removal. It is Dutch Bros’ policy to encourage directors and nominees for director to attend the Annual Meeting. There was no annual meeting of stockholders in 2021. Vacancies and newly created directorships on the Board shall be filled as provided in the amended and restated certificate of incorporation, except as otherwise required by applicable law.


						RECOMMENDATION OF THE BOARD
☑
						The Board of Directors recommends that you vote “FOR” the election of each of the following director nominees for the class or classes of common stock that you hold.

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Nominees to elected by the holders of our Class A common stock, Class B common stock, Class C common stock, and Class D common stock:


						Travis Boersma Co-founder and Executive Chairman of the Board			Age: 51

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

									Classes of Common Stock to Elect: Class A, B, C, and D common stock

Mr. Boersma is our Co-Founder and has served as our Executive Chairman since August 2021 and as the Executive Chairman of Dutch Bros OpCo since February 2021. Prior to serving as our Executive Chairman, he served as the Chief Executive Officer of Dutch Bros OpCo from February 2019 to February 2021. Mr. Boersma has led us as Co-Founder since 1992. Mr. Boersma attended Southern Oregon University. We believe that Mr. Boersma’s experience as our co-Founder and his industry knowledge, as well as his leadership experience, make him an appropriate member of our Board.


						Jonathan “Joth” Ricci Chief Executive Officer, President and Director			Age: 54

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

									Classes of Common Stock to Elect: Class A, B, C, and D common stock

Mr. Ricci has served as our Chief Executive Officer and President and a member of our Board since August 2021, the Chief Executive Officer of Dutch Bros OpCo since February 2021 and the President of Dutch Bros OpCo since January 2019. Since January 2020, Mr. Ricci has served as Chairman of the board of directors of Dutch Bros Foundation, our philanthropic arm. Since September 2020, he has served as a Council Member on the Racial Justice Council, an advisory committee formed by the State of Oregon. Since October 2019, he has served a member of the board of directors of Oregon Business Council, a nonprofit organization focused on civic engagement and public policy. Since February 2018, Mr. Ricci has served as a Steering Committee Founder of Taste For Equity, an annual fundraising and community-building event. Since June 2017, he has served as a member of the board of directors of Brew Dr. Kombucha, a beverage company. Since January 2013, he has served as a member of the advisory board of Ninkasi Brewing Company, an independent craft brewery. From April 2017 to January 2019, he served as President and Chief Executive Officer of Adelsheim Vineyard. From February 2013 to April 2017, Mr. Ricci served as President of Stumptown Coffee Roasters, a coffee company. From April 2010 to January 2013, he served as a Managing Partner of First Beverage Group, a venture capital, private equity and investment banking company specializing in the beverage industry. From January 2008 to April 2010, Mr. Ricci served as the Chief Executive Officer of Jones Soda Co., a beverage company (OTCMKTS: JSDA). Mr. Ricci received a B.S. in Business Education from Oregon State University. We believe Mr. Ricci’s leadership experience and knowledge of our industry make him an appropriate member of our Board.

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						Shelley Broader Director			Age: 57

						Skills & Expertise: •Financial/Capital Allocation Experience •Operations & Distribution Experience •Public Company Board Experience •Senior Leadership Experience			Committees: Audit and Risk (Chair)

									Classes of Common Stock to Elect: Class A, B, C, and D common stock

Ms. Broader has served as a member of our Board since August 2021. Ms. Broader served as Chief Executive Officer and President of Chico’s FAS, Inc., a fashion retailer, from December 2015 to April 2019. Prior to this, Ms. Broader served as Executive Vice President at Walmart Inc. (NYSE: WMT), a multinational retail company, from 2009 to November 2015 in various executive roles, including as President and Chief Executive Officer of the Walmart Europe, Middle East, and Sub-Saharan Africa region from July 2014 to October 2015, President and Chief Executive Officer of Walmart Canada Corp. from September 2011 to May 2014, Chief Merchandising Officer of Walmart Canada Corp. from 2010 to 2011, and Senior Vice President for Sam’s Club (a division of Walmart) from 2009 to 2010. Ms. Broader previously served on the board of directors of Chico’s FAS, Inc. (NYSE: CHS) from December 2015 to April 2019 and Raymond James Financial, Inc. from February 2008 to February 2020. Ms. Broader is a member of the board of directors of Inspire Medical Systems, Inc. (NYSE: INSP), IFCO Systems, and the Moffitt Cancer Center’s National Board of Advisors. Ms. Broader holds a B.A. from Washington State University. We believe Ms. Broader’s C-suite leadership experience at a multitude of leading multinational brands make her an appropriate member of our Board.


						Thomas Davis Director			Age: 44

						Skills & Expertise: •Financial/Capital Allocation Experience •Senior Leadership Experience			Committees: Compensation (Chair)

									Classes of Common Stock to Elect: Class A, B, C, and D common stock

Mr. Davis has served as a member of our Board since August 2021 and a member of the board of managers for Dutch Bros OpCo since October 2018. Since October 2012, Mr. Davis has served as a Managing Director of Brown Brothers Harriman & Co. (BBH), a privately owned financial services firm, where he oversees the New York, Latin America, and Chicago Private Banking offices. Mr. Davis also serves as a member of the Private Banking Oversight Committee and the Private Banking Investment Oversight Committee. From July 2007 to August 2012, he served as a Vice President in the Investment Management division of The Goldman Sachs Group, Inc., a publicly-traded global investment banking, securities and investment management firm. Mr. Davis received an M.B.A. from the Mendoza College of Business at the University of Notre Dame and a B.B.A. from the University of San Diego. We believe that Mr. Davis’s extensive leadership experience and expertise in strategy, finance, and management make him an appropriate member of our Board.

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						Kathryn George Director			Age: 57

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

									Classes of Common Stock to Elect: Class A, B, C, and D common stock

Ms. George has served as a member of our Board since August 2021 and a member of the board of managers for Dutch Bros OpCo since October 2018. Since January 1, 2008, Ms. George has served as a Partner of BBH, a privately owned financial services firm, where she has worked for 35 years. Prior to assuming a leadership role in BBH’s Private Banking business in 2015, she had oversight for Global Audit, Enterprise Risk, Compliance, Human Resources, and the Office of General Counsel. Ms. George currently serves as Chair of the Private Banking Investment Oversight Committee, Co-Chair of the Global Inclusion Council, and as a member of the Private Banking Oversight Committee, the Capital Partners Investment and Valuation Committee, and the Governance Risk and Compliance Committee. She is also on the board of the BBH Trust Company and the BBH Trust Company (Cayman) Ltd. Since joining Brown Brothers Harriman & Co. in August 1986, she previously served in multiple positions, including Head of Merchant Banking and of Equity, Sales, Research, and Trading. Since September 2016, Ms. George has served as a member of the board of directors of Haven Behavioral Healthcare, Inc., a healthcare company. Since 2014, she has served as a trustee and member of the Executive Committee of Trinity College, where she also serves as Chair of the Audit Committee. Since 2012, Ms. George has served as Chairman of the Board of Trustees of the Gillen Brewer School. She is a former Member of the Executive Committee of the Episcopal High School in Alexandria, Virginia, where she chaired the Investment Committee. Ms. George received a B.A. in Economics from Trinity College. We believe that Ms. George’s extensive leadership experience and expertise in strategy, finance and management make her an appropriate member of our Board.

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						Stephen Gillett Director			Age: 46

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

									Classes of Common Stock to Elect: Class A, B, C, and D common stock

Mr. Gillett has served as a member of our Board since December 2021. Since December 2021, Mr. Gillett has served as President of Verily Life Sciences LLC (formerly, Google Life Sciences), a life sciences and technology company, where he has served as Chief Operating Officer since November 2020 and Executive Advisor from May 2020 to November 2020. Since June 2019, Mr. Gillett has served as Advisor of X Development, LLC (formerly, GoogleX, a research and development company, and since December 2016, Mr. Gillett has served as an Advisor of GV (formerly, Google Ventures) a venture capital investment company. From September 2019 to May 2020, Mr. Gillett served as Executive Advisor to the CEO of Alphabet Inc. (NASDAQ: GOOGL, GOOG), a multinational technology conglomerate holding company, and its subsidiary, Google LLC. From March 2017 to October 2021, Mr. Gillett served as Chief Executive Officer of Chronicle, a cybersecurity company that he co-founded that was later acquired by Google Cloud in June 2019. Since June 2020, Mr. Gillett has served as a member of the board of directors of Discord Inc., a communication company focused on developing an online voice, video and text communication platform, where he also serves as Chair of the Nominating and Governance Committee. From March 2015 to May 2017, Mr. Gillett served as a member of the board of directors of Chipotle Mexican Grill, Inc. (NYSE: CMG), a multinational fast casual restaurant company, where he also served as a member of the Audit and Nominating and Governance Committees. Mr. Gillett also served as member of the board of directors of Symantec Corporation from 2011 to 2012, a security software company prior to its acquisition by Broadcom Inc., where he also served as EVP, and Chief Operating Officer from December 2012 to July 2015 prior to its acquisition by Broadcom, Inc. Mr. Gillett received an M.B.A. from San Francisco State University and a B.S. from the University of Oregon. We believe that Mr. Gillett’s extensive leadership experience and expertise in technology, retail, strategy, and management make him an appropriate member of our Board.

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Nominees to elected by the holders of our Class C common stock:


						Charles Esserman Director			Age: 63

						Skills & Expertise: •Industry Experience •Public Company Board Experience •Senior Leadership Experience			Committees: None

									Class of Common Stock to Elect: Class C common stock

Mr. Esserman has served as a member of our Board since August 2021 and a member of the board of managers for Dutch Bros OpCo since October 2018. Mr. Esserman serves as the Chief Executive Officer of TSG Consumer Partners, L.P., a private equity firm specializing in the consumer products industry that he co-founded in 1986, where he also serves as Chair of the Investment Committee. Since October 2016, he has served as a member of the board of directors of Duckhorn Portfolio, Inc., a luxury wine company (NYSE: NAPA). From November 2012 to November 2017, Mr. Esserman served as a member of the board of directors of Planet Fitness, Inc., a company focused on franchising and operating fitness centers (NYSE: PLNT). From July 2012 to January 2018, he served on the Board of Trust of Vanderbilt University. Mr. Esserman received an M.B.A. from Stanford University and a B.S., with top honors, in Computer Science Engineering from the Massachusetts Institute of Technology. We believe that Mr. Esserman’s extensive experience in portfolio investments and consumer brands make him an appropriate member of our Board.

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						Blythe Jack Director			Age: 47

						Skills & Expertise: •Brand Marketing Experience •Senior Leadership Experience			Committees: Compensation

									Class of Common Stock to Elect: Class C common stock

Ms. Jack has served as a member of our Board since August 2021 and a member of the board of managers for Dutch Bros OpCo since October 2018. Since January 2022, Ms. Jack is the Managing Director Emeritus of TSG Consumer Partners, L.P., a private equity company. From 2011 to January 2022, Ms. Jack has served as a Managing Director of TSG Consumer Partners, L.P., a private equity company, where she also serves as a member of the Investment Committee. Since April 2017, she has served as a member of the board of directors of BrewDog plc, a global independent craft brewing company. Since July 2015, she has served as a member of the board of directors of Backcountry.com, LLC, a retail company specializing in outdoor gear and apparel. From June 2016 to March 2021, Ms. Jack served as a member of the board of directors of Canyon Bicycles GmbH, a direct-to-consumer bicycle company. From April 2014 to December 2020, she served as a member of the board of directors of SweetWater Brewing Company, a craft brewing company. From July 2018 to February 2020, Ms. Jack served as a member of the board of directors of Prive Goods, LLC, a designer eyewear company. From October 2012 to August 2016, she served as a member of the board of directors of IT Cosmetics, LLC, a beauty company. Prior to joining TSG Consumer Partners, L.P., Ms. Jack served as a Managing Director of Rosewood Capital, LP, a private equity company. Ms. Jack received a B.A., with honors, in Communication Studies from Vanderbilt University. We believe that Ms. Jack’s extensive experience in portfolio investments and consumer brands and expertise in strategy and management make her an appropriate member of our Board.

Director Skills, Experience, and Background

Listed below are the skills and experience that we consider important for our directors in light of our current business and structure. The directors’ biographies note each director’s relevant experience, qualifications, and skills relative to this list.

Industry Experience

As a high growth operator and franchisor of drive-thru beverage shops, we seek directors who have sufficient knowledge and experience in the consumer products, retail, food, and beverage industries, which is useful in understanding our product development, offerings, and growth strategies.

Financial/Capital Allocation Experience

As a newly public company, we believe it is important that we have directors with senior financial leadership experience at large organizations and/or financial equity firms who are experienced in allocating capital to aide our success.

Brand Marketing Experience

We believe it is important for our directors to have brand marketing experience because of the importance of image and reputation in the beverage business as we continue to expand our footprint to become a recognized and respected brand.

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Operations & Distribution Experience

As we continue towards a growth strategy into new markets, we believe it is important for our directors to have experience in large organization operations and varying distribution channels.

Technology Experience

As we continue our growth strategy of expansion to new markets and providing a unique experience to our customers, the level of technology resources and infrastructure we use becomes more essential. We believe it is important to have directors with technological expertise to provide insight and perspective on these advancements.

Public Company Board Experience

As a newly public company, directors that have served on other public company boards offer diverse perspectives with regards to board dynamics and operations, relationships between the board and Dutch Bros Inc. management, and other matters.

Senior Leadership Experience

We believe that it is important for our directors to have senior leadership experience, as they are uniquely positioned to contribute practical insight into business strategy and operations, and support the achievement of strategic priorities and objectives.

Travis Boersma

Jonathan “Joth” Ricci

Shelley Broader

Thomas Davis

Kathryn George

Stephen Gillett

Charles Esserman

Blythe Jack

Industry Experience

✓

Financial/Capital Allocation Experience

✓

Brand Marketing Experience

✓

Operations & Distribution Experience

✓

Technology Experience

✓

Public Company Board Experience

✓

Senior Leadership Experience

✓

Board Diversity

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CORPORATE GOVERNANCE MATTERS

Composition of Our Board of Directors

Our business and affairs are managed under the direction of our Board. Our amended and restated certificate of incorporation and our amended and restated bylaws permit our Board to establish the authorized number of directors from time to time by resolution. Each director serves until the expiration of the term for which such director was elected or appointed, or until such director’s earlier death, resignation or removal.

Our amended and restated certificate of incorporation permits the holders of the Class C common stock, voting as a separate class, to elect up to two members to the Board subject to certain limitations set forth therein. In connection with our IPO, we entered into the Stockholders Agreement with investment funds affiliated with our Sponsor governing certain designation rights with respect to our Board following our IPO. Pursuant to the terms of the Stockholders Agreement, following the completion of our IPO, investment funds affiliated with our Sponsor have the right to designate up to two of the directors serving on our Board. See “Other Matters—Transactions with Related Persons—Stockholders Agreement.”

Board Leadership Structure

The positions of Executive Chairman of the Board and Chief Executive Officer are presently separated with Mr. Boersma serving as our Executive Chairman and Mr. Ricci serving as our Chief Executive Officer We believe this arrangement, at this time, allows our Chief Executive Officer to focus on our day-to-day business, while allowing the Executive Chairman of the Board to lead the Board in its fundamental role of providing advice to an independent oversight of management. Our amended and restated bylaws and corporate governance guidelines, which do not require that our Executive Chairman and Chief Executive Officer positions be separate, allow our Board to determine the board leadership structure that is appropriate for us at any given point in time, taking into account the dynamic demands of our business, our senior executive personnel, and other factors.

Role of the Board in Risk Oversight

One of the Board’s key functions is informed oversight of Dutch Bros’ risk management process. The Board and Audit and Risk Committee of the Board administer risk oversight functions to address risks inherent in their respective areas of oversight. In particular, our Board is responsible for monitoring and assessing strategic risk exposure, including a determination of the nature and level of risk appropriate for us. Our Audit and Risk Committee has the responsibility to consider and discuss our major financial risk exposures and the steps our management has taken to monitor and control these exposures, including guidelines and policies to govern the process by which risk assessment and management is undertaken. The Audit and Risk Committee also monitors compliance with legal and regulatory requirements, in addition to oversight of the performance of our internal audit function. Audit and Risk Committee responsibilities also include oversight of cybersecurity risk management, and, to that end, the committee periodically reviews and discusses with management risks relating to data privacy, technology, and information security, including cybersecurity, and backup of information systems and the steps we have taken to monitor and control such exposures.

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Our Audit and Risk Committee monitors the effectiveness of our Corporate Governance Guidelines, including whether they are successful in preventing illegal or improper liability-creating conduct. Our Compensation Committee assesses and monitors whether any of our compensation policies and programs has the potential to encourage excessive risk-taking. Typically, the entire Board meets with the head of our risk management group at least annually, and the applicable Board committees meet at least annually with the employees responsible for risk management in the committees’ respective areas of oversight. Both the Board as a whole and the various standing committees receive periodic reports from the head of risk management, as well as incidental reports as matters may arise. It is the responsibility of the committee chairs to report findings regarding material risk exposures to the Board as quickly as possible.

Controlled Company Exemption

As of April 7, 2022, our Co-Founder beneficially owned approximately 74.8% of the combined voting power of our issued and outstanding Class A common stock, Class B common stock, Class C common stock, and Class D common stock. As a result, we are a “controlled company” within the meaning of the NYSE corporate governance standards. Under these corporate governance standards, a company of which more than 50% of the voting power for the election of directors is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain corporate governance standards, including the requirements (1) that a majority of our Board consist of independent directors, (2) that our Board have a compensation committee that consists entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities, and (3) that our director nominations be made, or recommended to our full Board, by our independent directors or by a nominations committee that consists entirely of independent directors and that we adopt a written charter or board resolution addressing the nomination process. We have elected to take advantage of the “controlled company” governance standards. Accordingly, you do not have the same protections afforded to stockholders of companies that are subject to these corporate governance requirements. In the event that we cease to be a “controlled company” and our shares continue to be listed on the NYSE, we will be required to comply with these provisions within the applicable transition periods.

Consistent with the foregoing, our Board has determined that Shelley Broader, Charles Esserman, Stephen Gillett, and Blythe Jack each meet the independence requirements set forth in the NYSE listing standards and that none of the foregoing have a relationship with Dutch Bros which, in the opinion of the Board, would interfere with the exercise of sound judgment in carrying out the responsibilities of a director. In addition, our Board has determined that Travis Boersma, Jonathan Ricci, Thomas Davis, and Katheryn George do not meet the independence requirements set forth in the NYSE listing standards due Messers Boersma and Ricci’s employment by Dutch Bros and the affiliation Mr. Davis and Ms. George with BBH, which provides banking services to certain officers of Dutch Bros. In making these determinations, our Board considered the current and prior relationships that each director has with Dutch Bros and all other facts and circumstances our Board deemed relevant in determining their independence, including the beneficial ownership of our shares by each non-employee director and the transactions described in the section titled “Other Matters—Transactions with Related Persons—Stockholders Agreement.”

Director Nominations

As a controlled company, we do not have a standing nominating committee. Our Board is responsible for nominating members for election to the Board by the Company’s stockholders, subject to the Stockholders Agreement, as described herein in the section titled “Transactions with Related Persons—Stockholders Agreement.” As there is no standing nominating committee, we do not have a nominating committee charter in place.

Our Board will consider director candidates recommended by stockholders. Stockholders who wish to recommend individuals for consideration by our Board to become nominees for election to the Board may do so by delivering a written recommendation to our Board at the following address: Dutch Bros Inc., 110

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SW 4th Street, Grants Pass, Oregon 97526, Attention: Corporate Secretary, in accordance with the timeline outlined in the section titled “When are stockholder proposals due for next year’s annual meeting?” under the heading “Questions and Answers About These Proxy Materials and Voting.” Submissions must include the full name of the proposed nominee, a description of the proposed nominee’s business experience for at least the previous five years, complete biographical information, a description of the proposed nominee’s qualifications as a director and a representation that the nominating stockholder is a beneficial or record holder of our common stock and has been a holder for at least one year. Any such submission must be accompanied by the written consent of the proposed nominee to be named as a nominee and to serve as a director if elected.

In general, in identifying and evaluating nominees for director, our Board considers the board membership criteria further described below. Our Board does not intend to alter the manner in which it evaluates candidates, including the criteria set forth below, based on whether or not the candidate was recommended by a stockholder.

When evaluating director nominees, in the case of incumbent directors whose terms of office are set to expire, our Board reviews these directors’ overall service to Dutch Bros during their terms, including the number of meetings attended, level of participation, quality of performance, and any other relationships and transactions that might impair the directors’ independence. In the case of new director candidates, our Board uses its resources to compile a list of potential candidates, but may also engage, if it deems appropriate, a professional search firm. Our Board conducts any appropriate and necessary inquiries into the backgrounds and qualifications of possible candidates after considering the function and needs of the Board. The Board also meets to discuss and evaluate the candidates’ qualifications and then selects a nominee for recommendation to the Board by majority vote.

Board Membership Criteria

Our Board believes director candidates should have certain qualifications, including being able to read and understand basic financial statements and having the highest personal integrity and ethics. In considering candidates our Board also considers factors such as: (i) possessing relevant expertise upon which to be able to offer advice and guidance to management; (ii) having sufficient time to devote to our affairs; (iii) demonstrating excellence in his or her field, (iv) having the ability to exercise sound business judgment; (v) experience as a board member or executive officer of another publicly-held company; (vi) having a diverse personal background, perspective, and experience; (vii) requirements of applicable law; and (viii) having the commitment to rigorously represent the long-term interests of Dutch Bros’ stockholders. Our Board reviews candidates for director nomination in the context of our current composition of the Board, the operating requirements of Dutch Bros, and the long-term interests of our stockholders. In conducting this assessment, our Board considers various factors, including, but not limited to, independence, age, diversity (including race, ethnicity, sexual orientation, gender identity, gender expression, age, education, country of origin, and cultural background) and status as a member of an underrepresented community, integrity, skills, financial and other expertise, breadth of experience, and knowledge about our business or industry. As part of its periodic self-evaluation, the Board assesses the effectiveness of its efforts to attain diversity by considering whether it has an appropriate process for identifying and selecting director candidates.

Stockholder Engagement and Communications With The Board Of Directors

We consider our relationships with our stockholders to be a high priority. We recognize that stockholders can have divergent interests and different views on our practices, objectives and time horizons. To ensure that our Board and management have an opportunity to listen to and understand the varying perspectives of our stockholders, members of the management team and the Board intend to engage in ongoing dialogues with stockholders through a stockholder engagement program.

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Stockholders and other interested parties who wish to communicate with the Board or any individual director may do so by sending a written communications addressed to the Board or such director by email to investors@dutchbros.com or by mail to the following address:

Dutch Bros, Inc.

Attention: Corporate Secretary

110 SW 4th Street

Grants Pass, Oregon 97526

Our Corporate Secretary will forward such communication to the Board or to any individual director to whom the communication is addressed unless the communication contains advertisements or solicitations or is unduly hostile, threatening or similarly inappropriate.

Board Committees and Meetings

The Board met four (4) times during 2021. All directors attended at least 75% of the aggregate number of meetings of the Board and of the committees on which they served, held during the portion of the last fiscal year for which they were directors or committee members, respectively.

Typically, in conjunction with the regularly scheduled meetings of the Board, the independent directors meet in executive sessions outside the presence of management. These executive sessions have been chaired by Shelley Broader to date.

The following table summarizes the current membership of each of the Board’s committees and the number of meetings held by each committee during the year ended December 31, 2021.

Audit and Risk Committee

Compensation Committee

Travis Boersma*

Jonathan “Joth” Ricci

Shelley Broader**

Thomas Davis

Charles Esserman

Kathryn George

☐

Stephen Gillett**

☐

Blythe Jack

☐

Number of meetings held in 2021

* Executive Chairman of the Board

** Financial expert

n Committee chair

☐ Committee member

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Audit and Risk Committee

Our Audit and Risk Committee consists of Shelley Broader, Kathryn George and Stephen Gillett. Ms. Broader and Mr. Gillett satisfy the independence requirements Rule 5605(a)(2) and Rule 5605(c)(2)(A) of the NYSE listing standards and the requirements set forth Rule 10A-3(b)(1) promulgated under the Exchange Act. Pursuant to the NYSE listing standards, companies listing in conjunction with an initial public offering are provided a “phase-in” transition period of one year from the date of effectiveness of the registration statement to comply with the requirement to have an audit committee comprised of all independent members of the board of directors. Per our reliance on the NYSE “phase-in” transition period, Ms. George does not meet the independence requirements due to her affiliation with BBH, which provides banking services to certain officers of Dutch Bros. We do not believe such relationship will materially adversely affect the ability of the Audit and Risk Committee to act independently and to satisfy the other requirements of the NYSE listing standards or rules promulgated under the Exchange Act because the Audit and Risk Committee is comprised of a majority of independent directors. Each member of our Audit and Risk Committee can read and understand fundamental financial statements and satisfy the heightened sophistication requirement of the NYSE listing standards. The chair of our Audit and Risk Committee is Ms. Broader, who our Board has determined is an “audit committee financial expert” within the meaning of SEC regulations. In arriving at these determinations, our Board has examined each Audit and Risk Committee member’s scope of experience and the nature of their employment in the corporate finance sector.

The principal duties and responsibilities of our Audit and Risk Committee include, among other things:

•hiring and selecting a qualified firm to serve as the independent registered public accounting firm to audit our consolidated financial statements;

•helping to ensure the independence and performance of the independent registered public accounting firm;

•helping to maintain and foster an open avenue of communication between management and the independent registered public accounting firm;

•discussing the scope and results of the audit with the independent registered public accounting firm, and reviewing, with management and the independent registered public accounting firm, our interim and year-end operating results;

•developing procedures for employees to submit concerns anonymously about questionable accounting or audit matters;

•reviewing our policies on risk assessment and risk management;

•reviewing related party transactions;

•obtaining and reviewing a report by the independent registered public accounting firm at least annually, that describes its internal quality-control procedures, any material issues with such procedures, and any steps taken to deal with such issues when required by applicable law; and

•approving (or, as permitted, pre-approving) all audit and all permissible non-audit services to be performed by the independent registered public accounting firm.

Our Audit and Risk Committee operates under a written charter that satisfies the applicable listing standards of the NYSE. The Board has adopted a written Audit and Risk Committee charter and it is available to stockholders on our website at https://investors.dutchbros.com/governance.

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Compensation Committee

Our Compensation Committee consists of Thomas Davis and Blythe Jack. The chair of our Compensation Committee is Mr. Davis. Ms. Jack satisfies the independence requirements Rule 5605(a)(2) and Rule 5605(d)(2)(A) of the NYSE listing standards and the requirements set forth Rule 10C-1(b)(1)(ii) promulgated under the Exchange Act. Per our reliance on the “controlled company” exemption, Mr. Davis does not meet the independence requirements due to his affiliation with BBH, which provides banking services to certain officers of Dutch Bros. We do not believe such reliance on the “controlled company” exemption will materially adversely affect the ability of our Compensation Committee to act independently and to satisfy the other requirements of the NYSE listing standards or rules promulgated under the Exchange Act.

The principal duties and responsibilities of our Compensation Committee include, among other things:

•approving the retention of compensation consultants and outside service providers and advisors;

•reviewing and approving, or recommending that our Board approves, the compensation, individual and corporate performance goals and objectives, and other terms of employment of our executive officers, including evaluating the performance of our chief executive officer and, with his assistance, that of our other executive officers;

•reviewing and recommending to our Board the compensation of our directors;

•administering our equity and non-equity incentive plans;

•reviewing our practices and policies of employee compensation as they relate to alignment of incentives;

•reviewing and evaluating succession plans for the executive officers;

•reviewing and approving, or recommending that our Board approves, incentive compensation and equity plans; and

•reviewing and establishing general policies relating to compensation and benefits of our employees and reviewing our overall compensation philosophy.

Our Compensation Committee operates under a written charter that satisfies the applicable listing standards of the NYSE. The Board has adopted the written Compensation Committee charter and it is available to stockholders on our website at https://investors.dutchbros.com/governance.

Compensation Committee Processes and Procedures

The Compensation Committee meets at least quarterly. The agenda for each meeting is usually developed by the Chair of the Compensation Committee, in consultation with our Chief Administrative Officer, General Counsel, and the Semler Brossy Consulting Group (Semler Brossy), the Compensation Committee’s independent compensation consultant. From time to time, various members of management and other employees as well as outside advisors or consultants may be invited by the Compensation Committee to make presentations, to provide financial or other background information or advice or to otherwise participate in Compensation Committee meetings. Our officers may not participate in, or be present during, any deliberations or determinations of the Compensation Committee regarding management compensation or individual performance objectives, except for the Chief Executive Officer who may participate in conversations about executive pay other than their own pay. The charter of the Compensation Committee permits delegation of certain of the Compensation Committee’s authority to the Chair and/or one or more subcommittees consisting of members of the Board to the extent allowed under applicable law and the NYSE listing standards. The charter of the Compensation Committee also grants the Compensation Committee full access to all of our books, records, facilities, and personnel. In addition, under the charter, the Compensation Committee has the authority to obtain, at our expense, advice and

Dutch Bros Inc.| 2022 Proxy Statement | 27

assistance from compensation consultants and internal and external legal, accounting, or other advisors and other external resources that the Compensation Committee considers necessary or appropriate in the performance of its duties. Our Compensation Committee has direct responsibility for the oversight of the work of any consultants or advisers engaged for the purpose of advising the Compensation Committee. In particular, the Compensation Committee has the sole authority to retain, in its sole discretion, compensation consultants to assist in its evaluation of executive and director compensation, including the authority to approve the consultant’s reasonable fees and other retention terms. Under the charter, the Compensation Committee may select, or receive advice from, a compensation consultant, legal counsel or other adviser to the Compensation Committee.

During 2021, the Compensation Committee engaged Semler Brossy as a compensation consultant. The Compensation Committee requested that Semler Brossy review industry-wide compensation practices and trends to assess the competitiveness of our executive and non-employee director compensation programs.

As part of its engagement, Semler Brossy was requested by the Compensation Committee to develop a peer group of companies and to perform analyses of competitive performance and compensation levels for that group, to evaluate our equity compensation policies and practices, examine executive severance, in addition to performing and independent review of compensation for our non-employee directors. As needed, Semler Brossy provided various policy reviews and recommendations as input into the Compensation Committee’s discussions and decisions. Semler Brossy met with the Compensation Committee in executive session, as requested, in support of the Compensation Committee’s responsibilities. The Compensation Committee following its discussions and deliberations, makes recommendations as needed to the Board to approve certain matters.

Compensation Committee Interlocks and Insider Participation

During 2021, the Compensation Committee consisted of Thomas Davis (chair) and Blythe Jack. None of the members of our Compensation Committee is currently, or has been at any time, one of our officers or employees. None of our executive officers currently serves, or has served during the last year, as a member of the board or compensation committee of any entity that has one or more executive officers serving as a member of our Board or Compensation Committee.

Code of Ethics

Our Code of Business Conduct and Ethics applies to all of our employees, officers and directors. This includes our principal executive officer, principal financial officer, and principal accounting officer or controller, or persons performing similar functions. The full text of our Code of Business Conduct and Ethics may be viewed at the investors relations portion of our website at https://investors.dutchbros.com/govenance. We intend to satisfy the disclosure requirements under Item 5.05 of the SEC Form 8-K regarding an amendment to, or waiver from, a provision of our Code of Business Conduct and Ethics by posting such information on our website at the website address and location specified above.

Corporate Governance Guidelines

In August 2021, the Board documented the governance practices followed by Dutch Bros by adopting Corporate Governance Guidelines, as amended in December 2021, to assure that the Board will have the necessary authority and practices in place to review and evaluate our business operations as needed and to make decisions that are independent of our management. The guidelines are also intended to align the interests of directors and management with those of our stockholders. The Corporate Governance Guidelines set forth the practices the Board intends to follow with respect to board composition and selection, including diversity, board meetings, and involvement of senior management, Chief Executive Officer performance evaluation and succession planning, and board committees and compensation. The Corporate Governance Guidelines, as well as the charters for each committee of the Board, may be viewed at the investor relations section of our website at https://investors.dutchbros.com/govenance.

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Prohibitions on Margin Accounts, Pledging Shares, Hedging and Other Speculation

Our Insider Trading Policy, adopted in August 2021 and amended in February 2022, prohibits our employees, directors, and our designated consultants who know or have access to material information regarding Dutch Bros or Dutch Bros OpCo that has not been fully disclosed to the public from:

•purchasing Company common stock on margin or holding it in a margin account at any time;

•pledging Company common stock as collateral for a loan;

•hedging or monetization transactions, including through the use of financial instruments such as prepaid variable forwards, equity swaps, collars, and exchange funds; or

•trading in derivative securities related to Dutch Bros Class A common stock, which include publicly traded call and put options or engaging in short selling of our Class A common stock at any time.

Director Compensation

Director Compensation for 2021

The following table details the compensation of Dutch Bros Inc. non-employee directors for the year ended December 31, 2021. Messrs. Boersma and Esserman and Ms. Jack receive no additional compensation for their service as a director. The compensation received by Mr. Boersma as an employee during 2021 is included in the Summary Compensation Table below.


Name	Fees Earned or Paid in Cash ($)		Stock Awards ($)1 2		Total ($)
Shelley Broader	$	33,550	$	189,312	$	222,862
Thomas Davis	32,785		—		32,785
Charles Esserman	—		—		—
Kathryn George	29,625		—		29,625
Stephen Gillett	3,261		—		3,261
Blythe Jack	—		—		—

_________________

1 Amounts shown in this column represent the aggregate grant date fair value of restricted stock units awards computed in accordance with FASB ASC Topic 718. For a discussion of valuation assumptions used in calculation of these amounts, see Notes 2 and 12 to our audited financial statements, included within our Annual Report. The grant date fair value for Ms. Broader’s award was $43.55.

2 The aggregate number of restricted stock units awards outstanding as of December 31, 2021, and held by our non-employee directors are set forth in the table below. Market value is determined by multiplying the number of shares by $50.91 per share, the closing market price on December 31, 2021.


Name	Unvested RSUs (#)	Market Value of Unvested RSUs ($)
Shelley Broader	3,260	165,967
Thomas Davis	—	—
Charles Esserman	—	—
Kathryn George	—	—
Stephen Gillett	—	—
Blythe Jack	—	—

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Non-Employee Director Compensation Policy

In August 2021, as amended in February 2022, our Board adopted our Non-Employee Director Compensation Policy which provides that each non-employee director is entitled to receive the following:

Annual Board Service Retainer:

•All Eligible Directors: $65,000

•Lead Director Retainer (in addition to Eligible Director Service Retainer): $20,000

Annual Committee Chair Service Retainer:

•Chair of the Audit and Risk Committee (in addition to Committee Member Service Retainer): $15,000

•Chair of the Compensation Committee (in addition to Committee Member Service Retainer): $10,000

•Chair of the Nominating and Corporate Governance Committee (in addition to Committee Member Service Retainer): $10,000

Annual Committee Member Service Retainer:

•Member of the Audit and Risk Committee: $10,000

•Member of the Compensation Committee: $8,000

•Member of the Nominating and Corporate Governance Committee: $5,000

Additionally, each non-employee director is entitled to receive an annual RSU grant of $100,000 that vests 25% on the last day of each fiscal quarter, beginning with the first fiscal quarter following the date of grant, provided that, in any event, such shares will be fully vested on the date of our next annual stockholder meeting.

In addition, the non-employee director compensation policy provides that the aggregate value of all compensation granted or paid to any non-employee director with respect to any calendar year beginning with the calendar year following the closing of the IPO, including awards granted and cash fees paid by us to such non-employee director, will not exceed $750,000 in total value, except such amount will increase to $1,000,000 for the first year for newly appointed or elected non-employee directors.

We have reimbursed and will continue to reimburse all of our non-employee directors for their reasonable out-of-pocket expenses incurred in attending board of directors and committee meetings.

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth certain information with respect to the beneficial ownership of our Class A common stock, Class B common stock, Class C common stock, and Class D common stock as of March 31, 2022, for:

•each person, or group of affiliated persons, known by us to beneficially own more than 5% of any class of our outstanding voting securities;

•each of our directors;

•each of our named executive officers; and

•all directors and executive officers as a group.

Applicable percentage ownership is based on 163,703,498 shares of all classes of our common stock outstanding as of March 31, 2022. The holders of our common stock have the following voting rights:

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•Class A common stock, one (1) vote

•Class B common stock, ten (10) votes

•Class C common stock, three (3) votes

•Class D common stock, three (3) votes

Information with respect to beneficial ownership has been furnished by each director, officer or beneficial owner of more than 5% of our common stock. We have determined beneficial ownership in accordance with the rules of the SEC. These rules generally attribute beneficial ownership of securities to persons who possess sole or shared voting power or investment power with respect to those securities. Unless otherwise indicated, the persons or entities identified in this table have sole voting and investment power with respect to all shares shown as beneficially owned by them, subject to applicable community property laws. The number of shares of common stock used to calculate the percentage ownership of each listed beneficial owner includes the shares of common stock underlying options or convertible securities held by such beneficial owner that are exercisable or convertible within 60 days following March 31, 2022. The information contained in this table is not necessarily indicative of beneficial ownership for any other purpose, and the inclusion of any shares in this table does not constitute an admission of beneficial ownership of those shares. Unless otherwise indicated, the address for each person or entity listed in this table is c/o Dutch Bros Inc., 110 SW 4th Street, Grants Pass, Oregon 97526.

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	Class A Common Stock Beneficially Owned		Class B Common Stock Beneficially Owned		Class C Common Stock Beneficially Owned		Class D Common Stock Beneficially Owned		Total Common Stock Beneficially Owned		Combined Voting Power
	Shares	%	Shares	%	Shares	%	Shares	%	Shares	%	%
Stockholder
Travis Boersma and affiliated entities 1, 2	64,724,563	43.3	64,699,136	100.0	—	—	—	—	129,423,699	47.3	74.8
TSG Consumer Partners and affiliated entities 1, 3, 4	45,403,686	30.3	—	—	45,385,636	100.0	14,061,817	100.0	104,851,139	38.3	20.6
FMR LLC 5	4,427,026	3.0	—	—	—	—	—	—	4,427,026	1.6	*
The Vanguard Group 6	1,805,122	1.2	—	—	—	—	—	—	1,805,122	*	*

Directors and Named Executive Officers
Jonathan “Joth” Ricci	2,596,115	1.7	—	—	—	—	—	—	2,596,115	*	*

Brian Maxwell	1,279,620	*	—	—	—	—	—	—	1,279,620	*	*
John Graham 7	343,332	*	—	—	—	—	—	—	343,332	*	*
Shelley Broader	2,174	*	—	—	—	—	—	—	2,174	*	*
Thomas Davis	—	—	—	—	—	—	—	—	—	—	—
Charles Esserman	—	—	—	—	—	—	—	—	—	—	—
Kathryn George	—	—	—	—	—	—	—	—	—	—	—
Stephen Gillett	—	—	—	—	—	—	—	—	—	—	—
Blythe Jack	—	—	—	—	—	—	—	—	—	—	—

All directors and executive officers as a group (11 persons) 8	70,202,836	46.9	64,699,136	100.0	—	—	—	—	134,901,972	49.3	82.9

_________________

* Represents beneficial ownership of less than 1%.

1 Pursuant to the Third LLC Agreement, at the option of the holder, Class A common units, each paired with equal number of shares of Class B common stock or Class C common stock, as applicable, may be redeemed or exchanged for shares of our Class A common stock on a one-for-one basis and are included in the Class A common stock beneficially owned amounts. Beneficial ownership of shares of Class B common stock and Class C common stock reflected in this table have not been also reflected as beneficial ownership of shares of our Class A common stock into which the paired Class A common units, as applicable, may be redeemed or exchanged.

2 Amounts beneficially owned reflect (i)(x) 714,080 Class A common units (and associated shares of Class A common stock into which Class A common units may be exchanged upon the corresponding surrender and cancellation of associated shares of Class B common stock) and (y) 714,080 shares of Class B common stock held by DMI Holdco, LLC, (ii)(x) 15,610 shares of Class A common stock, (y) 39,281,349 Class A common units (and associated shares of Class A common stock into which Class A common units may be exchanged upon the corresponding surrender and cancellation of associated shares of Class B

Dutch Bros Inc.| 2022 Proxy Statement | 32

common stock) and (z) 39,281,349 shares of Class B common stock held by DM Trust Aggregator, LLC, and (iii)(x) 9,817 shares of Class A common stock, (y) 24,703,707 Class A common units (and associated shares of Class A common stock into which Class A common units may be exchanged upon the corresponding surrender and cancellation of associated shares of Class B common stock) and (z) 24,703,707 shares of Class B common stock held by DM Individual Aggregator, LLC (together with DMI Holdco, LLC and DM Trust Aggregator, LLC, the “DM Trusts”), for which Travis Boersma is deemed to have the power to direct the disposition and vote of the shares. Mr. Boersma disclaims beneficial ownership of the securities held by the DM Trusts except to the extent of Mr. Boersma’s pecuniary interest in such securities. The address for the DM Trusts is P.O. Box 398, Grants Pass, OR 97528.

3 Pursuant to our amended and restated certificate of incorporation, at the option of the holder, a share of Class D common stock may be converted into one share of Class A common stock. Beneficial ownership of shares of Class D common stock reflected in this table has not been also reflected as beneficial ownership of shares of our Class A common stock for which such shares may be converted.

4 Amounts beneficially owned reflect (i)(x) 18,050 shares of Class A common stock and (y)(1) 42,460,064 Class A common units (and associated shares of Class A common stock into which Class A common units may be exchanged upon the corresponding surrender and cancellation of associated shares of Class C common stock) and (2) 42,460,064 shares of Class C common stock, held by Dutch Holdings, LLC, (ii)(x) 2,925,572 Class A common units (and associated shares of Class A common stock into which Class A common units may be exchanged upon the corresponding surrender and cancellation of associated shares of Class C common stock) and (y) 2,925,572 shares of Class C common stock, held by TSG7 A AIV VI, L.P., the general partner of which is TSG7 A Management, L.L.C., (iii) 10,845,896 shares of Class D common stock held by TSG7 A AIV VI Holdings-A, L.P., the general partner of which is TSG7 A Management, LLC., and (iv) 3,215,921 shares of Class D common stock held by DG Coinvestor Blocker Aggregator, L.P., the general partner of which is TSG7 A Management, LLC. Voting and investment decisions with respect to securities held by Dutch Holdings, LLC and TSG7 A Management, L.L.C. are made by a committee of three or more individuals, none of whom individual has the power to direct such decisions. The address of these entities is c/o TSG Consumer Partners, LLC, 1100 Larkspur Landing Circle, Suite 360 Larkspur, CA 94939.

5 Based solely on a Schedule 13G/A filed with the SEC by FMR LLC on February 9, 2022. FMR LLC has sole power to vote or direct to vote 2,520,724 shares of our Class A common stock, and sole power to dispose of or to direct the disposition of 4,427,026 shares of our common stock. The Schedule 13G filed by the reporting person provides information as of December 31, 2021 and, consequently, the beneficial ownership of the reporting person may have changed between December 31, 2021 and March 31, 2022. The address for FMR LLC is 245 Summer Street, Boston, Massachusetts 02210.

6 Based solely on a Schedule 13G filed with the SEC by The Vanguard Group, Inc. on February 9, 2022. The Vanguard Group, Inc. has shared power to vote or direct to vote 4,924 shares of our Class A common stock, sole power to dispose of or to direct the disposition of 1,791,051 shares of our Class A common stock, and shared power to dispose or to direct the disposition of 14,071 shares of our Class A common stock. The Schedule 13G filed by the reporting person provides information as of December 31, 2021 and, consequently, the beneficial ownership of the reporting person may have changed between December 31, 2021 and March 31, 2022. The address for The Vanguard Group is 100 Vanguard Blvd., Malvern, Pennsylvania 19355.

7 Amounts beneficially owned include 172,000 shares held in a trust for the benefit of Mr. Graham’s spouse and children. Mr. Graham’s spouse is trustee of the trust. Mr. Graham disclaims beneficial ownership of the shares.

8 Amounts beneficially owned include (i) 25,427 shares of Class A common stock and 64,669,136 Class A common units (and associated shares of Class A common stock into which Class A common units may be exchanged upon the corresponding surrender and cancellation of associated shares of Class B common stock) held by the DM Trusts and (ii) 5,478,273 shares of Class A common stock held by our current directors and executive officers as a group.

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AUDIT AND RISK COMMITTEE MATTERS

PROPOSAL 2: RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit and Risk Committee of the Board has selected KPMG LLP (KPMG) to be Dutch Bros’ independent registered public accounting firm for the year ending December 31, 2022, and recommends that the stockholders vote for ratification of such selection of KPMG. KPMG has been engaged as our independent registered public accounting firm since 2020. As a matter of good corporate governance, the Audit and Risk Committee has requested the Board to submit the selection of KPMG as our independent registered public accounting firm for the year ending December 31, 2022, to stockholders for ratification. In the event of a negative vote on such ratification, the Audit and Risk Committee will reconsider its selection. We expect representatives of KPMG to be present at the Annual Meeting. They will have the opportunity to make a statement at the Annual Meeting if they desire to do so, and will be available to respond to appropriate questions.

Pre-Approval Policies. The Audit and Risk Committee pre-approves and reviews audit and non-audit services performed by KPMG, as well as the fees charged by KPMG for such services. In its pre-approval and review of non-audit service fees, the Audit and Risk Committee considers, among other factors, the possible effect of the performance of such services on the auditors’ independence. All fees described below for 2021, subsequent to our IPO in September 2021, were pre-approved by our Audit and Risk Committee.

Audit and Related Fees

The following table summarizes fees for professional services rendered by KPMG for audit and other services for the years ended December 31, 2021, and 2020:


	2021		2020
Audit Fees	$	1,096,502	$	1,263,100
Audit-Related Fees	928,698		—
Tax Fees	1,209,208		—
All Other Fees	—		—
Total	$	3,234,408	$	1,263,100

Audit Fees. Includes the aggregate fees for professional services rendered for the audit of our annual consolidated financial statements and other services related to SEC matters. The fees are for services that are normally provided in connection with statutory or regulatory filings or engagements.

Audit-Related Fees. Includes fees billed for services performed that are related to our SEC filings (including costs relating to our registration statement filings) and other research and consultation services.

Tax Fees. Includes the aggregate fees for professional services rendered for tax compliance, tax advice, and tax planning.

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						RECOMMENDATION OF THE BOARD
☑
						The Board of Directors recommends that you vote “FOR” the ratification of the selection of KPMG as our independent registered public accounting firm for the year ending December 31, 2022.

Report of the Audit and Risk Committee

The Audit and Risk Committee reviewed and discussed our audited consolidated financial statements as of December 31, 2021 and 2020, and for the three years ended December 31, 2021, with management and with the independent registered public accounting firm. The Audit and Risk Committee also discussed with the independent registered public accounting firm the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (PCAOB) and the SEC. In addition, the Audit and Risk Committee received the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the PCAOB regarding the independent registered public accounting firm’s communications with the Audit and Risk Committee concerning independence, and discussed with the independent registered public accounting firm their independence.

Based upon the review and discussions described in the preceding paragraph, the Audit and Risk Committee recommended to the Board that the audited consolidated financial statements be included in the Annual Report on Form 10-K for the fiscal year ended December 31, 2021, filed with the SEC.

Submitted by the Audit and Risk Committee of the Board:

Shelley Broader, Chair

Kathryn George

Stephen Gillett

The material in this report is not “soliciting material,” is not deemed “filed” with the Commission and is not to be incorporated by reference in any filing of Dutch Bros under the Securities Act or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.

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EXECUTIVE COMPENSATION

Our named executive officers for the year ended December 31, 2021, consisting of all persons serving as principal executive officer during 2021 and the next two most highly compensated executive officers in 2021, were:

•Travis Boersma, our Co-Founder and Executive Chairman, and former Chief Executive Officer;

•Jonathan “Joth” Ricci, our Chief Executive Officer and President;

•John Graham, our Chief Marketing Officer; and

•Brian Maxwell, our Chief Operating Officer.

Summary Compensation Table

The following table presents the compensation awarded to or earned by our named executive officers for the year ended December 31, 2021.


Name and Principal Position	Year	Salary ($)	Bonus ($)1	Stock Awards ($) 2 3 4	All Other Compensation ($) 5	Total ($)
Travis Boersma 6
Co-Founder and Executive Chairman	2021	1,500,000	—	—	60	1,500,060
	2020	1,500,000	—	—	—	1,500,000

Jonathan “Joth” Ricci 7
Chief Executive Officer and President	2021	550,000	500,000	61,346,520	36,372	62,432,892
	2020	550,000	500,000	—	13,832	1,063,832




John Graham
Chief Marketing Officer	2021	500,000	240,630	38,056,472	3,540	38,800,642


Brian Maxwell
Chief Operating Officer	2021	594,357	—	30,673,260	30,428	31,298,045

_________________

1Represents: (i) for Mr. Ricci, a $500,000 annual bonus earned in each of 2021 and 2020; and (ii) for Mr. Graham, a $240,630 annual bonus earned in 2021.

2Amounts shown in this column represent the aggregate grant date fair value of restricted stock awards and units as computed in accordance with FASB ASC Topic 718. For a discussion of valuation assumptions used in the calculation of these amounts, see Notes 2 and 12 to our audited financial statements, included within our Annual Report.

3 Amounts reflect the aggregate grant date fair value of stock awards granted to our named executive officers during 2021. Pursuant to our Reorganization Transactions and IPO, Mr. Ricci’s Profits Interest Units granted in 2019 were converted into 2,667,240 stock awards, of which 1,867,071 were fully vested shares of our Class A common stock as of the grant date and 800,169 were RSAs of shares of Class A common stock subject to continued vesting conditions. Mr. Maxwell’s Profits Interest Units granted in 2019 were converted to 1,333,620 stock awards, of which 533,451 were fully vested shares of our Class A common stock as of the grant date and 800,169 were RSAs of shares of Class A common stock subject to continued vesting conditions.

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4 Amounts reflect the aggregate grant date fair value of 873,857 RSUs granted to Mr. Graham in 2021, of which 436,929 were fully vested shares of our Class A common stock as of the grant date and 436,928 were RSUs of shares of Class A common stock subject to continued vesting conditions.

5 Represents the following:


Name	Year	Transportation allowances		Company-paid 401(k) matching contributions		Company-paid life and long-term disability insurance premiums		Cell phone & internet stipends		“Coffee cash” allowances		Other		Total All Other Compensation
Mr. Boersma	2021	$	—	$	—	$	60	$	—	$	—	$	—	$	60


Mr. Ricci	2021	$	23,040	$	9,792	$	540	$	1,800	$	1,200	$	—	$	36,372





Mr. Graham	2021	$	—	$	—	$	540	$	1,800	$	1,200	$	—	$	3,540


Mr. Maxwell	2021	$	3,759	$	20,808	$	540	$	1,800	$	1,200	$	2,321	$	30,428

6 Mr. Boersma is our Co-Founder and has served as our Executive Chairman since February 2021. Prior to serving as our Executive Chairman, he served as our Chief Executive Officer from February 2019 to February 2021.

7 Mr. Ricci has served as our Chief Executive Officer since February 2021 and our President since January 2019.

Narrative to the Summary Compensation Table

Annual Base Salary

Our named executive officers receive an annual base salary to compensate them for services rendered to us. The base salary payable to each named executive officer is intended to provide a fixed component of compensation reflecting the executive’s skill set, experience, role, and responsibilities. None of our named executive officers is currently party to an employment agreement or other agreement or arrangement that provides for automatic or scheduled increases in base salary.

Effective November 1, 2021, the annual base salaries for our named executive officers were as follows: (1) $1,500,000 for Mr. Boersma, (2) $550,000 for Mr. Ricci, (3) $500,000 for Mr. Graham, and (4) $593,183 for Mr. Maxwell.

Annual Bonus

We paid discretionary annual cash bonuses earned in 2021 to Mr. Ricci and Mr. Graham in the amount of $500,000 and $240,630, respectively, and an annual discretionary cash bonus earned in 2020 to Mr. Ricci in the amount of $500,000, as reflected in the “Bonus” column of the Summary Compensation Table above. Mr. Ricci and Mr. Graham’s bonuses were paid out bi-monthly in accordance with regular payroll cycle. Messrs. Boersma and Maxwell were not eligible to receive a discretionary annual bonus.

Equity-Based Incentive Awards

Our equity award program is the primary vehicle for offering long-term incentives to our executives. We believe that equity awards provide our executives with a strong link to long-term performance, create an ownership culture, and help to align the interests of our executives and equity holders. Prior to our IPO in September 2021, we used PIUs for this purpose.

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In connection with the Reorganization Transactions and the IPO, approximately 0.8 million PIUs held directly by employees of Dutch Bros OpCo were converted into approximately 9.8 million RSAs, based on the respective participation thresholds of the PIUs and the IPO price of $23.00 per share. As of the effective date of our IPO, approximately 5.8 million of the total 9.8 million stock awards were vested, including approximately 3.4 million stock awards that were issued upon conversion of performance-based vesting PIUs that vested in connection with our IPO. The remaining 4.0 million time-based RSAs issued upon the conversion of time-based vesting PIUs remain, in general, subject to the same time-based vesting requirements of the original PIUs, vesting one-third on January 1, 2022, 2023, and 2024.

Mr. Graham joined us in August 2020 while we were actively preparing for our IPO and during that period we had suspended PIU awards. As such, Mr. Graham did not receive a PIU award. Instead, we granted Mr. Graham an award of 873,857 RSUs under our 2021 Equity Incentive Plan (our 2021 Plan), effective as of the effective date of our IPO. A total of 436,929 such RSUs vested on our IPO date, and the remaining 436,928 RSUs will vest in equal annual installments on January 1, 2022, 2023, and 2024, subject to Mr. Graham’s continued service to us through each vesting date. While our 2021 Plan allows for various award types, our existing grants to our named executives are comprised of RSAs and RSUs, and we currently have no plans to grant stock options.

Other Compensation

In general, all our current named executive officers are eligible to participate in our employee benefit plans, including our medical, dental, vision, disability, and life insurance plans, in each case on the same basis as all our other employees, except that we pay for the full cost of premiums of such benefits for our named executive officers. We also provide limited benefits to our named executive officers, other than Mr. Boersma, to assist with their duties including a stipend to cover cell phone usage and internet and “coffee cash” to be used to purchase items in our stores. In addition, Mr. Ricci is eligible for up to 25 hours of personal use of a company-owned airplane. Otherwise, we generally do not provide perquisites or personal benefits to our named executive officers.

Our named executive officers are eligible to participate in a defined contribution retirement plan that provides eligible U.S. employees with an opportunity to save for retirement on a tax advantaged basis. Eligible employees may defer eligible compensation, which we currently match 100% up to the first 4% of eligible compensation in order to attract and retain employees with superior talent. Employees are immediately and fully vested in all contributions.

Outstanding Equity Awards at Fiscal Year-End

The following table presents information regarding outstanding equity awards held by our named executive officers as of December 31, 2021.


		Stock Awards
Name	Grant Date	Number of shares or units of stock that have not vested (#)		Market value of shares or units of stock that have not vested ($)1
Travis Boersma	—	—		—
Jonathan “Joth” Ricci 2	1/22/2019	800,169	3	40,736,604

John Graham	9/17/2021	436,928	4,5	22,244,004
Brian Maxwell 2	1/22/2019	800,169	3	40,736,604

_________________

1Market value of unvested RSAs and restricted stock units were based on $50.91 per share, the closing market price per share on December 31, 2021.

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2These grants were issued as PIUs pursuant to the Dutch Bros OpCo Management Incentive Plan dated January 22, 2019. In connection with the IPO and Reorganization Transactions, these grants were converted to Class A common stock, as described four prospectus, filed pursuant to Rule 424(b)(4), (Registration No. 333- 258988) on September 14, 2021. The Management Incentive Plan was terminated on September 17, 2021, when the 2021 Plan became effective.

3Messrs. Ricci’s and Maxwell’s RSAs vest in equal installments on January 1, 2022, 2023, and 2024, subject to continued service of the respective executive through each vesting date.

4Mr. Graham’s RSUs vest in equal installments on January 1, 2022, 2023, and 2024, subject to his continued service through each vesting date.

5Includes 172,000 shares transferred by Mr. Graham to a trust for the benefit of his spouse and children. Mr. Graham’s spouse is trustee of the trust, and Mr. Graham disclaims beneficial ownership of the shares.

Employment Arrangements

Below are descriptions of our employment arrangements with each of our named executive officers. Each of our named executive officers has executed a form of our standard confidential information and inventions assignment agreement.

Travis Boersma

We have no employment agreement or offer letter with Travis Boersma, our Executive Chairman, and we currently do not anticipate entering into one in the future. Mr. Boersma’s current annual base salary is $1,500,000. Mr. Boersma is an at-will employee. Mr. Boersma is eligible to participate in our employee benefit plans, including our medical, dental, vision, disability, and life insurance plans, in each case on the same basis as all our other employees, except that he is not eligible to participate in our 401(k) plan and we pay for the full cost of the premiums for his life insurance plan. Otherwise, Mr. Boersma does not generally receive perquisites or personal benefits.

Jonathan “Joth” Ricci

We entered into an amended and restated employment agreement with Jonathan “Joth” Ricci, our Chief Executive Officer, effective November 1, 2021. The amended and restated employment agreement includes no specific term and provides that Mr. Ricci is an at-will employee. Mr. Ricci’s current annual base salary is $550,000, and Mr. Ricci is eligible for a discretionary target annual bonus opportunity equal to $500,000. Mr. Ricci is also eligible to use the Dutch Bros-owned plane for up to 25 hours of personal travel and to participate in Dutch Bros’ standard benefits, subject to the terms and conditions of such plans and programs, including certain benefits under the terms of the Severance Plan (as defined below).

John Graham

We entered into an amended and restated employment agreement with John Graham, our Chief Marketing Officer, effective November 1, 2021. The amended and restated employment agreement includes no specific term and provides that Mr. Graham is an at-will employee. Mr. Graham’s current annual base salary is $500,000, and Mr. Graham is eligible for a discretionary target annual bonus opportunity equal to $250,000. Mr. Graham is also eligible to participate in Dutch Bros’ standard benefits, subject to the terms and conditions of such plans and programs, including certain benefits under the terms of the Severance Plan.

Brian Maxwell

We entered into an employment agreement with Brian Maxwell, our Chief Operating Officer, effective November 1, 2021. The employment agreement includes no specific term and provides that Mr. Maxwell is an at-will employee. Mr. Maxwell’s current annual base salary is $593,183. Mr. Maxwell is also eligible to use the Dutch Bros-owned car for business use and to participate in Dutch Bros’ standard benefits, subject to the terms and conditions of such plans and programs, including certain benefits under the terms of the Severance Plan.

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Other Potential Post-Employment Payments

In September 2021, our Board adopted a Severance and Change in Control Plan, as further amended and restated by the Compensation Committee of the Board in October 2021 (the Severance Plan). Each of our named executive officers will become eligible to receive certain benefits under the terms of the Severance Plan. The Severance Plan provides for severance and change in control benefits to the named executive officers upon a “change in control termination” or a “regular termination”, as follows:


	Change in Control Termination
	Number of months base salary1	Annual target bonus percentage2	Pro-rated target bonus	Number of months benefits paid3	Equity vesting acceleration4
Mr. Boersma	24	200%	—	24	100%

Mr. Ricci	24	200%	—	24	100%

Mr. Graham	12	100%	—	12	100%

Mr. Maxwell	12	—	—	12	100%


	Regular Termination
	Number of months base salary5	Annual target bonus percentage	Pro-rated target bonus	Number of months benefits paid	Equity vesting acceleration
Mr. Boersma	24	—	—	24	—

Mr. Ricci	24	—	—	24	—

Mr. Graham	12	—	—	12	—

Mr. Maxwell	12	—	—	12	—

_________________

1 Lump sum payment amount equal to the number of months of base salary.

2 Lump sum payment amount equal to a percentage of annual target cash bonus.

3 Payment of group health insurance premiums for number of months.

4 Immediate vesting in full of any unvested equity awards, including performance-based awards deemed achieved at target level.

5 Payments made in accordance with Company’s regular payroll practices over length of severance period.

In addition, if any of our named executive officers is terminated as a result of his death or “disability” (as defined in the Severance Plan), they or their estate will be entitled to receive (i) a payment equal to a prorated portion of the named executive officer’s annual target cash bonus, and (ii) the acceleration in full of any outstanding equity awards (with any performance-based vesting awards deemed achieved at target level).

All benefits under the Severance Plan are subject to the named executive officer’s (or, in the case of the named executive officer’s death or disability, his personal representative’s) execution of an effective release of claims against us.

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For purposes of the Severance Plan, a “regular termination” is an involuntary termination (i.e., a termination without “cause” (and not as a result of death or disability) or a resignation for “good reason,” each as defined in the Severance Plan) that does not occur during the period of time beginning on the closing of, and ending 24 months following, a “change in control” (as defined in the 2021 Plan), or the “change in control period.” A “change in control termination” is a regular termination that occurs during the change in control period.

OTHER MATTERS

Emerging Growth Company Status

We qualify as an “emerging growth company” under the Jumpstart Our Business Startups Act of 2012. As a result, we are permitted to and rely on exemptions from certain disclosure requirements that are applicable to other companies that are not emerging growth companies. Accordingly, we have included compensation information for only our principal executive officer and our two next most highly compensated executive officers serving at fiscal year-end and have not included a compensation discussion and analysis of our executive compensation programs or tabular compensation information other than the Summary Compensation Table and the Outstanding Equity Awards table. In addition, for so long as we are an emerging growth company, we will not be required to submit certain executive compensation matters to our stockholders for advisory votes, such as “say-on-pay” and “say-on-frequency” of say-on-pay votes.

We will remain an emerging growth company until the earliest to occur of: (i) December 31, 2026; (ii) the last day of the fiscal year during which our annual gross revenues are $1.07 billion or more; (iii) the date on which we have, during the previous three-year period, issued more than $1.0 billion in non-convertible debt securities; or (iv) the end of any fiscal year in which we become a “large accelerated filer,” which means that we have been public for at least 12 months, have filed at least one annual report, and the market value of our voting and non-voting common equity held by non-affiliates exceeds $700 million as of the last day of our most recently completed second fiscal quarter.

Equity Compensation Plan Information

The following table shows certain information with respect to our 2021 Plan as of December 31, 2021, which is our only equity compensation plan. We do not have any equity compensation plans not approved by our stockholders.


Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)1	Weighted- average exercise price of outstanding options, warrants and rights (b)1		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)1 2
Equity compensation plans approved by stockholders	—	$	—	6,270,147
Equity compensation plans not approved by stockholders	—	—		—
Total	—	—		6,270,147

_________________

1 Excludes RSUs, which have no exercise price.

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2 As of December 31, 2021, 6,270,147 shares of Class A common stock remained available for future issuance under the 2021 Plan. The number of shares reserved for issuance under the 2021 Plan will automatically increase on the first day of each calendar year, starting on January 1, 2022, and continuing through January 1, 2031, in an amount equal to one percent (1%) of the total number of shares of all classes of common stock outstanding on December 31 of the immediately preceding year; provided, however, that the Board of Directors may act prior to January 1 of a given year to provide that the increase for such year will be a lesser number of shares of common stock. On January 1, 2022, the number of shares of Class A common stock available for issuance under the 2021 Plan automatically increased by 1,635,795 shares.

Transactions with Related Persons

Related-Person Transactions Policy

In September 2021, we adopted a written policy that our executive officers, directors, nominees for election as a director, beneficial owners of more than 5% of any class of our common stock and any members of the immediate family of any of the foregoing persons are not permitted to enter into a related party transaction with us, in which the aggregate amount involved exceeds, or is expected to exceed, $120,000, without the approval or ratification of our Board or our Audit and Risk Committee. Any request for us to enter into a transaction with an executive officer, director, nominee for election as a director, beneficial owner of more than 5% of any class of our common stock or any member of the immediate family of any of the foregoing persons and such person would have a direct or indirect interest, must be presented to our Board or our Audit and Risk Committee for review, consideration and approval. In approving or rejecting any such proposal, our Board or our Audit and Risk Committee is to consider the material facts of the transaction, including whether the transaction is on terms that are comparable to the terms generally available to an unaffiliated third party under the same or similar circumstances and the extent of the related party’s interest in the transaction.

Certain Related-Person Transactions

We donated approximately $10.5 million for the year ended December 31, 2021 to Dutch Bros Foundation, a not-for-profit we founded that provides philanthropy to coffee farmers and local communities, and for which Mr. Ricci serves on the board of directors.

In July 2021, an entity affiliated with Mr. Boersma purchased an aircraft from a wholly-owned subsidiary of Dutch Bros OpCo for a purchase price of approximately $0.9 million, which is an amount based on our determination of the market value of the aircraft at the time of purchase.

Brian Maxwell, our Chief Operating Officer, is Mr. Boersma’s brother-in-law. Total compensation paid by us to Mr. Maxwell including salary, bonus and equity compensation for the year ended December 31, 2021, was approximately $31.3 million.

Christine Schmidt, our Chief Administrative Officer, is Mr. Boersma’s sister-in-law. Total compensation paid by us to Ms. Schmidt, including salary, bonus and equity compensation for the year ended December 31, 2021 was approximately $31.2 million.

Brant Boersma, our former Chief Culture Officer, is Mr. Boersma’s nephew. Total compensation paid by us to Brant Boersma, including salary, bonus and equity compensation for the year ended December 31, 2021, was approximately $0.2 million.

Mr. Boersma does not share a household with any of the foregoing. Each of their compensation was established by us in accordance with our compensation practices applicable to employees with comparable qualifications and responsibilities and holding similar positions and without the involvement of Mr. Boersma. There are no other family relationships among our directors or executive officers.

On May 17, 2021, Dutch Bros OpCo paid a cash distribution in accordance with the terms of the Second Amended and Restated Limited Liability Company Agreement of Dutch Bros OpCo, dated as of January 22, 2019, pursuant to which Pre-IPO Dutch Bros OpCo Unitholders who held Common Units received the below payments:

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Name of Pre-IPO Dutch Bros OpCo Unitholder	Cash
Dutch Holdings, LLC	$	99,800,000
DM Individual Aggregator, LLC	$	38,298,920
DM Trust Aggregator, LLC	$	60,899,080
DMI HoldCo, LLC (formerly DMI HoldCo, Inc.)	$	1,002,000
	$	200,000,000

Stockholders Agreement

In connection with our IPO, on September 17, 2021, we entered into the Stockholders Agreement with our Sponsor governing certain designation rights with respect to our Board following the IPO. Pursuant to the terms of the Stockholders Agreement, our Sponsor has the right to designate up to two members of the Board for so long as the holders of shares of Class C common stock are entitled to elect one or more members to the Board pursuant to our amended and restated certificate of incorporation. Under the Stockholders Agreement, we are required to take all necessary action to cause the Board to include such individuals designated by our Sponsor in the slate of nominees recommended by the Board for election by our stockholders at each annual or special meeting of the stockholders at which our Sponsor is entitled to designate directors to be elected.

Our Sponsor also has the exclusive right to remove their designees and to designate replacements to fill vacancies created by the removal or resignation of their designees, and we are required to take all necessary action to cause such removals and fill such vacancies at the request of our Sponsor. The Stockholders Agreement also provides that we will obtain customary director indemnity insurance and on the first anniversary of the IPO our Board will include at least three independent members.

Registration Rights Agreement

In connection with our IPO, on September 17, 2021, we entered into the Registration Rights Agreement with our Sponsor and Co-Founder. The Registration Rights Agreement provides our Sponsor and Co-Founder with certain demand registration rights, including shelf registration rights, in respect of any shares of our common stock held by it, subject to certain conditions. In addition, in the event that we register additional shares of common stock for sale to the public following the completion of the IPO, we are required to give notice of such registration to our Sponsor and Co-Founder, and, subject to certain limitations, include shares of common stock held by them in such registration. The Registration Rights Agreement includes customary indemnification provisions in favor of our Sponsor and Co-Founder, any person who is or might be deemed a control person (within the meaning of the Securities Act and the Exchange Act), and related parties against certain losses and liabilities (including reasonable costs of investigation and legal expenses) arising out of or based upon any filing or other disclosure made by us under the securities laws relating to any such registration.

Tax Receivable Agreements

In connection with the Reorganization Transactions and our IPO, on September 14, 2021, we entered into (i) the Exchange Tax Receivable Agreement with the Continuing Members, and (ii) the Reorganization Tax Receivable Agreement with the Pre-IPO Blocker Holders. These Tax Receivable Agreements provide for the payment by us to such Continuing Members and Pre-IPO Blocker Holders of 85% of the benefits, if any, the Dutch Bros Tax Group is deemed to realize (calculated using certain assumptions), as a result of certain tax attributes and benefits covered by the Tax Receivable Agreements. The Exchange Tax Receivable Agreement provides for the payment by us to the Continuing Members of 85% of the benefits, if any, that the Dutch Bros Tax Group is deemed to realize (calculated using certain assumptions) as a result of (i) the Dutch Bros Tax Group’s allocable share of existing tax basis attributable to certain assets of Dutch Bros OpCo and its subsidiaries, which basis is allocated to the Class A common units we

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acquired in the IPO and on future exchanges or redemptions of Class A common units, (ii) adjustments that increase the tax basis of the tangible and intangible assets of the Dutch Bros Tax Group as a result of our taxable acquisition of Class A common units from the Continuing Members in connection with the IPO and in connection with future exchanges or redemptions of Class A common units, (iii) disproportionate allocations (if any) of tax benefits to the Dutch Bros Tax Group under Section 704(c) of the Internal Revenue Code of 1986, as amended, as a result of our acquisition of certain Class A common units in connection with the IPO, and (iv) certain other tax benefits, including tax benefits attributable to payments under the Exchange Tax Receivable Agreement. The Reorganization Tax Receivable Agreement provides for the payment by us to the Pre-IPO Blocker Holders of 85% of the benefits, if any, that the Dutch Bros Tax Group is deemed to realize (calculated using certain assumptions) as a result of (i) existing tax basis and certain adjustments to the tax basis of certain assets of Dutch Bros OpCo and its subsidiaries, in each case, that are attributable to Class A common units we acquired as a result of its acquisition of the Blocker Companies in the Reorganization, (ii) certain tax attributes of the Blocker Companies, and (iii) certain other tax benefits, including tax benefits attributable to payments under the Reorganization Tax Receivable Agreement. We expect to benefit from the remaining 15% of any tax savings that the Dutch Bros Tax Group realizes as a result of the tax benefits covered by the Tax Receivable Agreements.

Reorganization Agreement

In connection with our IPO, on September 14, 2021, we entered into a reorganization agreement among our Co-Founder, our Sponsor, and Dutch Bros OpCo that governed certain of the Reorganization Transactions.

Dutch Bros OpCo Third Amended and Restated Limited Liability Company Agreement

As a result of the IPO and related Reorganization Transactions, Dutch Bros holds all Class B voting units, and Class C voting units in Dutch Bros OpCo and is the sole managing member of Dutch Bros OpCo. Accordingly, Dutch Bros operates and controls all the business and affairs of Dutch Bros OpCo and, through Dutch Bros OpCo and its operating entity subsidiaries, conducts our business.

Pursuant to the Third LLC Agreement, Dutch Bros has the right to determine when distributions will be made to holders of Dutch Bros OpCo Units and the amount of any such distributions. If a distribution is authorized, such distribution will be made to the holders of OpCo Units pro rata in accordance with their ownership of Class A common units. Dutch Bros will incur expenses related to its operations, plus payments under the Tax Receivable Agreements, which Dutch Bros expects will be significant. Dutch Bros intends to cause Dutch Bros OpCo to make distributions or, in the case of certain expenses, payments in an amount sufficient to allow Dutch Bros to pay its taxes and operating expenses, including distributions to fund any ordinary course payments due under the Tax Receivable Agreements.

The holders of Dutch Bros OpCo Units, including Dutch Bros, may be subject to U.S. federal, state and local income taxes on their proportionate share of any taxable income of Dutch Bros OpCo. Net profits and net losses of Dutch Bros OpCo will generally be allocated to its holders, including Dutch Bros Inc. Pursuant to the Third LLC Agreement, Dutch Bros OpCo generally will make cash distributions to the holders of Class A common units in an amount sufficient to fund their tax obligations in respect of the cumulative taxable income in excess of cumulative taxable losses of Dutch Bros OpCo that is allocated to them, to the extent previous tax distributions from Dutch Bros OpCo have been insufficient. These tax distributions will be computed based on an assumed U.S. federal, state and local tax rate and will be distributed pro rata in accordance with the holders’ respective ownership of Class A common units.

The Continuing Members have the right to have their Class A common units redeemed for, at the election of Dutch Bros Inc., as sole managing member, shares of Class A common stock on a one-for-one basis or to the extent there is cash available from a contemporaneous public offering or private sale of Class A common stock by Dutch Bros Inc., a corresponding amount of cash, subject to customary adjustments and the procedures set forth in the Third LLC Agreement. Such Class A common stock or cash will be contributed by Dutch Bros Inc. to Dutch Bros OpCo in exchange for Class A common units, unless, in its

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sole discretion, Dutch Bros Inc. elects to effect such exchange directly with the relevant Continuing Member. When a Class A common unit of Dutch Bros OpCo is redeemed or exchanged for a share of Class A common stock of Dutch Bros Inc. or cash, a corresponding share of Class B common stock or Class C common stock of Dutch Bros Inc., as applicable, will be surrendered and immediately canceled. The Third LLC Agreement provides that as a general matter a Continuing Member will not have the right to cause the redemption or exchange of Class A common units if Dutch Bros Inc. determines that such redemption or exchange would be prohibited by law or regulation or would violate other agreements with us to which the Continuing Member is bound, including the Third LLC Agreement. Dutch Bros Inc. may impose additional restrictions on exchanges that it determines in good faith to be necessary or advisable so that Dutch Bros OpCo is not treated as a “publicly traded partnership” for U.S. federal income tax purposes.

Purchase of Dutch Bros OpCo Units and Payment of Reorganization Merger Consideration

In addition to purchasing newly issued Class A common units from Dutch Bros OpCo, we used approximately $287.7 million of the net proceeds we received from the IPO to purchase Class A common units from our Co-Founder and Sponsor (together with an equal number of shares of Class B common stock or Class C common stock, as applicable), and to fund $34.4 million of merger consideration (an aggregate cash amount equal to 1,595,094 shares of Class D common stock multiplied by the IPO price per share of Class A common stock in the IPO, less the underwriting discount) payable to the Pre-IPO Blocker Holders in connection with the mergers of the Blocker Companies as part of the Reorganization Transactions. Upon each purchase of OpCo Units from our Co-Founder and Sponsor, the corresponding shares of Class B common stock and Class C common stock were canceled. In addition, in connection with the merger consideration paid to the Pre-IPO Blocker Holders, the shares of Class D common stock that were repurchased, were canceled. The table below sets forth the amounts paid to our Co-Founder and Sponsor and the related OpCo Units acquired and common stock dispositions as a result of these transactions.


	Number of OpCo Units Purchased by Dutch Bros	Number of Shares of Class B Common Stock Cancelled	Number of Shares of Class C Common Stock Cancelled	Number of Shares of Class D Common Stock Purchased	Aggregate Purchase Price
Co-Founder 1	6,683,482	6,683,482	—	—	$	144,112,581
Sponsor 2	5,062,386	—	5,062,386	1,595,094	$	143,551,912
	11,745,868	6,683,482	5,062,386	1,595,094	$	287,664,493

_________________

1 Includes: (i) 2,580,398 Class A common units (with an equal number of shares of Class B common stock) purchased from DM Individual Aggregator, LLC and (ii) 4,103,084 Class A common units (with an equal number of shares of Class B common stock surrendered and cancelled) purchased from DM Trust Aggregator, LLC.

2 Includes: (i) 317,824 Class A common units (with an equal number of shares of Class C common stock surrendered and cancelled) purchased from the TSG7 A AIV VI, L.P., (ii) 4,744,562 Class A common units (with an equal number of shares of Class C common stock surrendered and cancelled) purchased from Dutch Holdings, LLC, (iv) 364,951 shares of Class D common stock purchased from the DG Coinvestor Blocker Aggregator, LLC. and (v) 1,230,143 shares of Class D common stock purchased from TSG7 A AIV VI Holdings-A, L.P.

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Reserved Share Program

An affiliate of BofA Securities, Inc., a participating underwriter in our IPO, reserved for sale, at the IPO price of $23.00, up to 5% of the shares offered in our IPO for sale to certain employees, business associates and individuals identified by our officers and directors who had expressed an interest in purchasing Class A common stock in the IPO. Certain family members of our executives were given the opportunity to purchase for an aggregate total of 18,175 shares of our Class A common stock pursuant to this program at an aggregate purchase price of approximately $0.4 million on the same terms as the other purchasers in our IPO.

Indemnification of Directors and Officers

Our amended and restated certificate of incorporation contains provisions limiting the liability of directors, and our amended and restated bylaws provide that we will indemnify our directors and officers to the fullest extent permitted by the Delaware General Corporation Law. In addition, our amended and restated certificate of incorporation provides that our directors will not be liable for monetary damages for breach of fiduciary duty to the fullest extent permitted by the laws of the state of Delaware. In addition, we have entered into an indemnification agreement with each of our directors and executive officers. These agreements provide, among other things, that we will indemnify the executive officer or director, under the circumstances and to the extent provided for in the indemnification agreement, for expenses, damages, judgments, fines, and settlements he or she may be required to pay in actions or proceedings which he or she is or may be made a party by reason of his or her position as a director, officer or other agent of our company, and otherwise to the fullest extent permitted under Delaware law and our amended and restated bylaws.

There is no pending litigation or proceeding naming any of our directors or officers to which indemnification is being sought, and we are not aware of any pending or threatened litigation that may result in claims for indemnification by any director or officer.

Delinquent Section 16(a) Reports

Section 16(a) of the Securities Exchange Act of 1934 requires our executive officers and directors and persons who beneficially own more than 10% of our common stock to file reports of ownership and changes in ownership with the SEC. To our knowledge, all such persons filed the required reports on a timely basis during fiscal 2021, except for a single group of nine late Forms 3 for Messrs. Boersma, Davis, Graham, Maxwell, and Ricci, and Mses. George and Jack, as well as DM Individual Aggregator and DM Trust Aggregator filed on September 15, 2021, due to delay in receipt of EDGAR codes from the SEC and other administrative delays experienced in connection with our IPO.

Where to Find Additional Information

Dutch Bros files annual, quarterly and current reports, proxy statements and other information with the SEC under the Exchange Act. We make available free of charge on or through our Internet website, www.investors.dutchbros.com, our reports and other information filed with or furnished to the SEC and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. The SEC’s Internet website, www.sec.gov, also contains reports, proxy statements and other information about issuers, like us, who file electronically with the SEC.

We will provide, without charge, on the written request of any stockholder, a copy of our 2021 Annual Report on Form 10-K, including the financial statements and the financial statement schedules required to be filed with the SEC pursuant to Rule 13a-1. Stockholders can also access this Proxy and our Annual Report on Form 10-K at www.investors.dutchbros.com. Stockholders should direct such requests to our Corporate Secretary at 110 SW 4th Street, Grants Pass, Oregon, 97526, or by email at Investors@dutchbros.com.

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APPENDIX

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SEC Form DEF 14A filed by Dutch Bros Inc.