Patagonia · 14 Sep 2022

Earth is now our only shareholder

Patagonia’s founder announces he has given the company away: the voting stock to a trust that guards its values, the rest to a nonprofit fighting the environmental crisis.

Author
Yvon Chouinard, Founder
Written
14 Sep 2022
Document
Founder’s open letter, on Patagonia’s website
Notes
10: 5 fact, 5 editorial
Last reviewed

The memo

Short excerpts from Yvon Chouinard’s letter and the questions and answers beneath it on Patagonia’s ownership page, as the Internet Archive captured it on 14 September 2022.

Excerpts · 10 notes
Patagonia2022
From:
Yvon Chouinard
Date:
September 14, 2022

I never wanted to be a businessman.

[ … ] Not shown: How Patagonia grew, and its earlier environmental commitments.

While we’re doing our best to address the environmental crisis, it’s not enough. We needed to find a way to put more money into fighting the crisis while keeping the company’s values intact.

One option was to sell Patagonia and donate all the money. But we couldn’t be sure a new owner would maintain our values or keep our team of people around the world employed.

Another path was to take the company public. What a disaster that would have been. Even public companies with good intentions are under too much pressure to create short-term gain at the expense of long-term vitality and responsibility. (Editorial note 1)Editorial · 1Known at the timeThe letter argues by elimination: a sale risks the values, a listing risks the time horizon. Ruling both out also rules out outside equity, so growth and the dividend now come from the same pool of earnings.

[ … ] Not shown: No good option existed, so they made their own.

Instead of “going public,” you could say we’re “going purpose.” (Editorial note 2)Editorial · 2Known at the timeThe slogan inverts the familiar liquidity event. The substance is in the next paragraph: who holds the votes and who holds the money. Instead of extracting value from nature and transforming it into wealth for investors, we’ll use the wealth Patagonia creates to protect the source of all wealth.

Here’s how it works: 100% of the company’s voting stock transfers to the Patagonia Purpose Trust, created to protect the company’s values; and 100% of the nonvoting stock had been given to the Holdfast Collective, a nonprofit dedicated to fighting the environmental crisis and defending nature. (Fact note 3)Fact · 3With hindsightThe letter calls the Holdfast Collective “a nonprofit”. Inside Philanthropy later reported that it is five separate 501(c)(4) trusts, governed by a trustee that is legally an LLC called Four Seas, and that the Holdfast Trust receives 77.7% of any dividend from Patagonia.SourcesPatagonia (Internet Archive copy, 14 Sep 2022)Reimagining Capitalism — Patagonia14 Sep 2022Inside PhilanthropyHow the Head of Holdfast Collective Is Giving Away Patagonia’s Profits27 Feb 2024 The funding will come from Patagonia: Each year, the money we make after reinvesting in the business will be distributed as a dividend to help fight the crisis. (Fact note 4)Fact · 4With hindsightThe letter names no figure. At the time, the company said the dividend would amount to about $100 million a year. In February 2024 the Holdfast Collective’s director called that figure “a little bit aspirational” and the dividend “discretionary and variable”; Holdfast had then awarded $71 million in grants since September 2022. In November 2025 Fast Company Brasil reported that Patagonia had given $180 million to the Holdfast Collective since late 2022. Grants awarded and money received are different measures.SourcesRetail DivePatagonia lays off 41 following corporate restructuring2 Oct 2024Inside PhilanthropyHow the Head of Holdfast Collective Is Giving Away Patagonia’s Profits27 Feb 2024Fast Company Brasil (in Portuguese)A Patagonia doou a empresa ao planeta. Três anos depois, o que mudou?22 Nov 2025

[ … ] Not shown: Fifty years of the business, and the planet’s limits.

Who owns Patagonia?

The Holdfast Collective owns 98% of the company and all of the nonvoting stock. The Patagonia Purpose Trust owns 2% of the company and all of the voting stock. (Fact note 5)Fact · 5With hindsightInside Philanthropy, citing the New York Times, reported that the structure let the family avoid taxes on the transfer that could have reached $700 million, and that they paid about $17.5 million in taxes instead. We have not read the Times report itself.SourceInside PhilanthropyHow the Head of Holdfast Collective Is Giving Away Patagonia’s Profits27 Feb 2024

[ … ] Not shown: What the Holdfast Collective does.

Funding for the Collective will come from Patagonia: Each year, excess profits—money we make after reinvesting in the business (including money we want to save for unforeseen events, like a pandemic)—will be distributed (Editorial note 6)Editorial · 6Known at the timeThe gift is a residual. Reinvestment and reserves come first, and the company decides both, so the size of each year’s dividend is a management choice. Patagonia has not disclosed how much it keeps for the business, which makes the promise hard to check from outside.SourceFast Company Brasil (in Portuguese)A Patagonia doou a empresa ao planeta. Três anos depois, o que mudou?22 Nov 2025 as a dividend to the Collective to be used for its work.

[ … ] Not shown: The trust’s powers over the board and the charter.

The Patagonia Purpose Trust ensures the company’s commitment to its purpose forever. (Editorial note 7)Editorial · 7Known at the timeThe word “forever” rests on governance, not on a law of nature. The same page says the Chouinard family will guide the trust, “electing and overseeing its leadership”. The commitment lasts as long as that trust keeps choosing to enforce it.SourcePatagonia (Internet Archive copy, 14 Sep 2022)Reimagining Capitalism — Patagonia14 Sep 2022

[ … ] Not shown: Patagonia stays a for-profit benefit corporation.

Who runs the business going forward?

Ryan Gellert as CEO and the leadership team, together with all of Patagonia’s employees, will continue to run the business under the direction of the board of directors. (Fact note 8)Fact · 8With hindsightGellert was still chief executive two years later: in October 2024 Retail Dive described him as having been with the company for 10 years, the last four as CEO.SourceRetail DivePatagonia lays off 41 following corporate restructuring2 Oct 2024

[ … ] Not shown: The 1% pledge, the family’s roles and the employees.

We will keep doing all of the great things that built Patagonia, and the company will keep doing its best to be a great employer. (Fact note 9)Fact · 9With hindsightIn June 2024 Patagonia told 90 remote customer-service workers to relocate to within 60 miles of one of seven metro areas or leave with severance. In October 2024 it laid off 41 people at its Ventura headquarters, about 1% of its workforce, with at least 22 weeks of pay and a year of health-insurance costs. No source we read links either decision to the ownership change.SourceRetail DivePatagonia lays off 41 following corporate restructuring2 Oct 2024

Will Patagonia just max out sales so it can give away more money each year?

No. This is not an excuse to ignore the real tension we’ll continue to face between growth and the environmental impact of our operations. (Editorial note 10)Editorial · 10Known at the timeAn honest answer to the obvious objection. Under this structure more profit means a bigger dividend, so the owner’s interest pulls towards growth. The letter offers no rule to resolve the tension; it relies on the trust and the board to hold the line.

[ … ] Not shown: Plans to stay in business for the next 50 years.

All 10 notes and their sources
  1. Even public companies with good intentions are under too much pressure to create short-term gain at the expense of long-term vitality and responsibility.Editorial · 1Known at the timeThe letter argues by elimination: a sale risks the values, a listing risks the time horizon. Ruling both out also rules out outside equity, so growth and the dividend now come from the same pool of earnings.Back to the passage
  2. Instead of “going public,” you could say we’re “going purpose.”Editorial · 2Known at the timeThe slogan inverts the familiar liquidity event. The substance is in the next paragraph: who holds the votes and who holds the money.Back to the passage
  3. 100% of the nonvoting stock had been given to the Holdfast Collective, a nonprofit dedicated to fighting the environmental crisis and defending nature.Fact · 3With hindsightThe letter calls the Holdfast Collective “a nonprofit”. Inside Philanthropy later reported that it is five separate 501(c)(4) trusts, governed by a trustee that is legally an LLC called Four Seas, and that the Holdfast Trust receives 77.7% of any dividend from Patagonia.SourcesPatagonia (Internet Archive copy, 14 Sep 2022)Reimagining Capitalism — Patagonia14 Sep 2022Inside PhilanthropyHow the Head of Holdfast Collective Is Giving Away Patagonia’s Profits27 Feb 2024Back to the passage
  4. Each year, the money we make after reinvesting in the business will be distributed as a dividend to help fight the crisis.Fact · 4With hindsightThe letter names no figure. At the time, the company said the dividend would amount to about $100 million a year. In February 2024 the Holdfast Collective’s director called that figure “a little bit aspirational” and the dividend “discretionary and variable”; Holdfast had then awarded $71 million in grants since September 2022. In November 2025 Fast Company Brasil reported that Patagonia had given $180 million to the Holdfast Collective since late 2022. Grants awarded and money received are different measures.SourcesRetail DivePatagonia lays off 41 following corporate restructuring2 Oct 2024Inside PhilanthropyHow the Head of Holdfast Collective Is Giving Away Patagonia’s Profits27 Feb 2024Fast Company Brasil (in Portuguese)A Patagonia doou a empresa ao planeta. Três anos depois, o que mudou?22 Nov 2025Back to the passage
  5. The Patagonia Purpose Trust owns 2% of the company and all of the voting stock.Fact · 5With hindsightInside Philanthropy, citing the New York Times, reported that the structure let the family avoid taxes on the transfer that could have reached $700 million, and that they paid about $17.5 million in taxes instead. We have not read the Times report itself.SourceInside PhilanthropyHow the Head of Holdfast Collective Is Giving Away Patagonia’s Profits27 Feb 2024Back to the passage
  6. excess profits—money we make after reinvesting in the business (including money we want to save for unforeseen events, like a pandemic)—will be distributedEditorial · 6Known at the timeThe gift is a residual. Reinvestment and reserves come first, and the company decides both, so the size of each year’s dividend is a management choice. Patagonia has not disclosed how much it keeps for the business, which makes the promise hard to check from outside.SourceFast Company Brasil (in Portuguese)A Patagonia doou a empresa ao planeta. Três anos depois, o que mudou?22 Nov 2025Back to the passage
  7. The Patagonia Purpose Trust ensures the company’s commitment to its purpose forever.Editorial · 7Known at the timeThe word “forever” rests on governance, not on a law of nature. The same page says the Chouinard family will guide the trust, “electing and overseeing its leadership”. The commitment lasts as long as that trust keeps choosing to enforce it.SourcePatagonia (Internet Archive copy, 14 Sep 2022)Reimagining Capitalism — Patagonia14 Sep 2022Back to the passage
  8. Ryan Gellert as CEO and the leadership team, together with all of Patagonia’s employees, will continue to run the business under the direction of the board of directors.Fact · 8With hindsightGellert was still chief executive two years later: in October 2024 Retail Dive described him as having been with the company for 10 years, the last four as CEO.SourceRetail DivePatagonia lays off 41 following corporate restructuring2 Oct 2024Back to the passage
  9. the company will keep doing its best to be a great employer.Fact · 9With hindsightIn June 2024 Patagonia told 90 remote customer-service workers to relocate to within 60 miles of one of seven metro areas or leave with severance. In October 2024 it laid off 41 people at its Ventura headquarters, about 1% of its workforce, with at least 22 weeks of pay and a year of health-insurance costs. No source we read links either decision to the ownership change.SourceRetail DivePatagonia lays off 41 following corporate restructuring2 Oct 2024Back to the passage
  10. This is not an excuse to ignore the real tension we’ll continue to face between growth and the environmental impact of our operations.Editorial · 10Known at the timeAn honest answer to the obvious objection. Under this structure more profit means a bigger dividend, so the owner’s interest pulls towards growth. The letter offers no rule to resolve the tension; it relies on the trust and the board to hold the line.Back to the passage

What happened next

Dated events, each with its source. They are what followed the memo, not proof that it caused them.

  1. 1 yr 5 mos later

    Inside Philanthropy reports that the Holdfast Collective has awarded $71 million since September 2022. Its director calls the $100 million a year “a little bit aspirational”.

    Inside Philanthropy

  2. 1 yr 9 mos later

    Patagonia tells 90 remote customer-service workers to relocate near one of seven metro areas or leave with severance.

    Retail Dive

  3. 2 yrs 1 mo later

    Retail Dive reports that Patagonia has laid off 41 people, about 1% of its workforce, in a restructuring at its Ventura headquarters announced by CEO Ryan Gellert.

    Retail Dive

  4. 2 yrs 9 mos later

    The Holdfast Collective puts $2M towards The Conservation Fund’s purchase of 8,000 acres near Georgia’s Okefenokee Swamp, Patagonia reports.

    Patagonia, Work in Progress Report (Internet Archive copy, 15 Oct 2026)

  5. 3 yrs 2 mos later

    Fast Company Brasil reports that Patagonia has given $180 million to the Holdfast Collective since late 2022.

    Fast Company Brasil (in Portuguese)

The calls, against the record

Each claim in the memo’s own words, the evidence, and our reading of it. Verdicts are editorial.

  1. Held up

    “Instead of “going public,” you could say we’re “going purpose.””

    Evidence

    Patagonia’s 2025 report calls the Holdfast Collective “our nonprofit owner”, and its ownership page, as archived on 15 Oct 2026, still names Holdfast and the Patagonia Purpose Trust as owners.

    Patagonia, Work in Progress Report (Internet Archive copy, 15 Oct 2026)Patagonia (Internet Archive copy, 15 Oct 2026)

    Our reading Editorial

    Four years on, the company has neither listed nor been sold. The evidence is Patagonia’s own account; we have not seen the trust documents.

  2. Open

    “Each year, the money we make after reinvesting in the business will be distributed as a dividend to help fight the crisis.”

    Evidence

    Holdfast had awarded $71m in grants by Feb 2024 and called the $100m a year “a little bit aspirational”; Fast Company Brasil reported $180m given to Holdfast since late 2022.

    Inside PhilanthropyFast Company Brasil (in Portuguese)

    Our reading Editorial

    Money is flowing, on a large scale. Whether it is all the money left after reinvestment cannot be checked from outside, because Patagonia has not disclosed how much it keeps for the business.

  3. Held up

    “Ryan Gellert as CEO and the leadership team, together with all of Patagonia’s employees, will continue to run the business under the direction of the board of directors.”

    Evidence

    In Oct 2024 Retail Dive described Gellert as CEO for the past four years.

    Retail Dive

    Our reading Editorial

    The management did not change with the owners, at least for two years. We found no report of a change of CEO since, but did not search exhaustively.

  4. Mixed

    “the company will keep doing its best to be a great employer.”

    Evidence

    In 2024 Patagonia gave 90 remote customer-service staff a relocate-or-leave choice and laid off 41 headquarters staff, with at least 22 weeks of pay.

    Retail Dive

    Our reading Editorial

    Job cuts are not proof of a bad employer, and both rounds came with severance. They do show the new ownership did not protect every job.

  5. Held up

    “Patagonia will continue to donate 1% of sales each year to grassroots environmental nonprofits.”

    Evidence

    Patagonia reports $14.7M of grants and in-kind support to 824 nonprofits through 1% for the Planet in FY25.

    Patagonia, Work in Progress Report (Internet Archive copy, 15 Oct 2026)

    Our reading Editorial

    The giving continues on Patagonia’s own report. We have not seen audited sales figures to check the 1%.

Takeaways Editorial

  1. Split control from economics

    Voting and non-voting stock let the founder give away nearly all the value while keeping the mission locked in one small, controlled holder. Decide who must hold the votes before deciding who gets the money.

  2. A residual promise is a management decision

    The phrase “after reinvesting” sets no floor, and the headline figure came from elsewhere; Holdfast’s own director later called it aspirational. If you promise the remainder, say how you will report it.

  3. Name the exits you are closing

    The letter persuades by ruling out a sale and a listing, each with a reason. Closing every exit also means growth has to be paid for from earnings, which is a constraint worth stating.

Practise the strategy skills in this memo

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