Once again, we met our financial commitments in 2022, though the year proved to be our most difficult yet, as the lingering effects of macro supply chain disruption, another year of double-digit inflation and COVID-related mobility fluctuations pressured our business. In overcoming these and other challenges since our merger, we have matured our business model, expanded into attractive whitespace categories and invested in our highly differentiated distribution network. Today, our world-class portfolio reaches more beverage consumers and satisfies more beverage needs and occasions than ever, and we look to the future energized by the significant opportunities that lie ahead.

This energy is rooted in our unwavering focus on driving growth and value creation through our unique and flexible business strategy, which served us well again in 2022.

Our results are built on a foundation grounded in our principles of good governance, ethical transparency and an unwavering commitment to ESG. We continue to make progress against our aspirational Drink Well. Do Good. commitments via defined glide-paths, and we will share our 2022 progress in our annual Corporate Responsibility Report this summer.

I thank our nearly 28,000 employees who turn strategy into winning results, overcome obstacles with discipline and tenacity and have unstoppable energy for growing our brands and our Company. I would like to express my appreciation to our Board of Directors as well. Their deep expertise, strategic insight and unwavering commitment to high ethical standards were essential to our success in 2022.

We are also grateful to you for your continued investment in KDP and hold ourselves accountable to ensuring we maintain your trust and confidence. Looking forward, we are energized by the business we have built and our opportunity to continue driving strong and consistent shareholder returns for years to come.

We are pleased to invite you to attend our annual meeting of stockholders, which will take place online on June 12, 2023, at 10:00 a.m., Eastern Time. You may attend, vote, and submit questions during the meeting via the Internet at www.virtualshareholdermeeting.com/KDP2023. Details regarding how to attend the meeting online and the business to be conducted at the annual meeting are more fully described in the accompanying Notice of Annual Meeting of Stockholders and Proxy Statement.

Your vote is very important, regardless of the number of shares you own. Whether or not you plan to attend the virtual annual meeting, we hope you will vote as soon as possible.

Sincerely,

Robert Gamgort

Executive Chairman and Chief Executive Officer

April 28, 2023

NOTICE OF 2023 ANNUAL MEETING OF STOCKHOLDERS

Notice is hereby given that the virtual annual meeting of stockholders (the “Annual Meeting”) of Keurig Dr Pepper Inc., a Delaware corporation (“KDP”), will be held on June 12, 2023, at 10:00 a.m. ET. You can attend the Annual Meeting online, vote your shares electronically and submit questions online during the meeting by visiting www.virtualshareholdermeeting.com/KDP2023 and entering the control number provided on your proxy card, voting instruction form or Notice of Internet Availability of Proxy Materials. If your shares are held in the name of a bank, broker or other nominee and you have any questions about your control number, please contact the bank, broker or other nominee that holds your shares.

Items Of Business:

Who May Vote: Stockholders of KDP common stock at the close of business on April 13, 2023. A list of stockholders will be accessible prior to the Annual Meeting upon request from the Corporate Secretary and during the Annual Meeting by visiting the meeting website referenced above.

Distribution Date: A Notice of Internet Availability of Proxy Materials or the Proxy Statement is first being made available to stockholders on or about April 28, 2023.

How You May Vote: (i) VIA THE INTERNET, (ii) BY TELEPHONE, or (iii) BY MAIL.

If your shares are held in the name of a bank, broker or other nominee, follow the instructions you receive from your bank, broker or other nominee on how to vote your shares.

Your vote is very important. To ensure your representation at the Annual Meeting, please complete and return the enclosed proxy card or submit your vote through the Internet or by telephone. Whether or not you plan to attend the meeting, we urge you to vote.

Anthony Shoemaker

Chief Legal Officer & Secretary

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING TO BE HELD ON JUNE 12, 2023:

The Company’s Proxy Statement for the Annual Meeting and the Annual Report on Form 10-K for the year ended December 31, 2022 are available at www.proxyvote.com by entering the control number provided on your proxy card, voting instruction form or Notice of Internet Availability of Proxy Materials.

TABLE OF CONTENTS

  Proxy Summary  

PROXY SUMMARY

This summary highlights certain information in this Proxy Statement. Stockholders are encouraged to read the entire Proxy Statement and 2022 Annual Report carefully before voting.

2023 Annual Meeting Information

Meeting Agenda and Voting Recommendations

Keurig Dr Pepper – A Modern Beverage Company

Keurig Dr Pepper Inc. (“KDP,” “we,” “us,” “our” or the “Company”) is a leading beverage company in North America, with annual revenue of more than $14 billion and approximately 28,000 employees. KDP holds leadership positions in soft drinks, specialty coffee and tea, water, juice and juice drinks and mixers, and markets the #1 single serve coffee brewing system in the U.S. and Canada. The Company’s portfolio of more than 125 owned, licensed and partner brands is designed to satisfy virtually any consumer need, any time, and includes Keurig^®, Dr Pepper^®, Canada Dry^®, Clamato^®, CORE^®, Green Mountain Coffee Roasters^®, Mott’s^®, Snapple^® and The Original Donut Shop^®. Through our powerful sales and distribution network, KDP can deliver our portfolio of hot and cold beverages to nearly every point of purchase for consumers. The Company’s Drink Well. Do Good. corporate responsibility platform is focused on the greatest opportunities for impact in the environment, our supply chain, the health and wellbeing of consumers and with our people and communities.

  Proxy Summary  

Company Highlights

Company Milestones in 2022

KDP is a Modern Beverage Company with a bold vision: to provide a beverage for every need, available everywhere people shop and consume beverages. In 2022, the Company achieved double-digit net sales growth of nearly 11% and delivered Adjusted diluted EPS growth of 5%.¹ At the same time, the Company advanced a corporate responsibility agenda that included diversity and inclusion, positive hydration, and regenerative agriculture.

The year also represented a period of evolution for the Company’s leadership team. In July 2022, KDP implemented a Chief Executive Officer transition plan, with Robert Gamgort transitioning from Chief Executive Officer to Executive Chairman and Ozan Dokmecioglu assuming the role of Chief Executive Officer. Upon Mr. Dokmecioglu’s resignation in November 2022, Mr. Gamgort was reappointed as Chief Executive Officer while maintaining his role as Executive Chairman. KDP welcomed new talent to the Company as well, with Sudhanshu Priyadarshi joining as Chief Financial Officer and Karin Rotem-Wildeman joining as Chief Research & Development Officer. The Company also elevated leadership within the Company to new roles, with Andrew Archambault assuming the role of President, Commercial & Beverage Concentrates and Roger Johnson assuming the role of Chief Supply Chain Officer.

Looking ahead with its new leadership team, the Company is focused on the next step of its journey—moving from a challenger to a champion in the beverage industry.

  Proxy Summary  

2023 Director Nominees

Corporate Governance Highlights

  Proxy Summary  

Key Executive Compensation Practices

KDP’s Corporate Responsibility Commitments

Our corporate responsibility commitments aim to ensure our beverages make a positive impact with every drink. Our broad portfolio of products and 28,000 employees give us many opportunities to drive change and be a catalyst for good. Our Drink Well. Do Good. corporate responsibility platform focuses our energy and resources into those areas where we can have the greatest impact. We are grounded in our principles of good governance, ethics and our commitment to ESG. Our Board oversees our corporate responsibility strategy and sets the tone for the Company’s commitment to act responsibly and be a force for positive impact.   This summer, we will release our fifth annual Corporate Responsibility Report, continuing our commitment to transparency and information sharing. Our Corporate Responsibility Reports and ethics and compliance policies can be found at keurigdrpepper.com/en/our-company/corporate-responsibility.

  Proposal 1 — Election of Directors  

PROPOSAL 1 – ELECTION OF DIRECTORS

		Our Board recommends that you vote “FOR” the election of each director nominee

The Board has nominated the 11 candidates named in this proposal for election as directors at the Annual Meeting. All nominees are currently serving as KDP directors. Oray Boston, who was appointed to the Board in November 2022, was recommended to the Company by the Chief Executive Officer and an independent director and has been nominated for election by the Company’s stockholders at the Annual Meeting. Directors are elected annually and serve until their term expires at the 2024 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified. Each nominee has agreed to be named in this Proxy Statement and to serve if elected. For each director nominee to be elected, assuming a quorum is present, votes cast “FOR” each nominee must exceed votes cast “AGAINST” such nominee. A failure to vote, a broker non-vote or an abstention will not be counted as votes cast either “FOR” or “AGAINST” the election of the applicable nominee, and therefore will have no effect on the vote.

Director Nomination Process

The Board is responsible for nominating the Company’s director candidates, with assistance in identifying and recommending nominees from the RemCo. The RemCo uses a variety of methods for identifying and evaluating nominees for director. Candidates may come to the attention of the RemCo through management, current Board members, stockholders or other sources.

Members of the RemCo, the Lead Independent Director of the Board (the “Lead Director”) and other members of the Board interview potential director candidates as part of the selection process when evaluating new director candidates. The RemCo reviews the background of all potential nominees and determines whether they individually possess the personal and professional attributes necessary to be a director. Any feedback obtained through the Board’s annual self-evaluation process with respect to the ability of individual directors to contribute to the Board is also considered in connection with the nomination process. The RemCo will also consider director nominations by a stockholder made pursuant to the procedures set forth in our Amended and Restated By-Laws (the “By-Laws”) relating to stockholder nominations.

In addition, the Company’s Corporate Governance Principles provide that directors are expected to limit the number of other boards on which they serve so as not to interfere with their service as a director of the Company and ordinarily may not serve on the board of more than three other public companies (or one other public company in the case of a director currently serving as chief executive of a public company). Each of our directors is currently in compliance with these expectations. Directors are required to advise the chair of the RemCo in advance of accepting an invitation to serve on another corporate board of directors. Directors also must inform the RemCo and offer to resign from the Board if his or her principal occupation or business association changes substantially.

Board Composition, Qualifications and Diversity

The Board is committed to the ongoing review of Board composition and regularly discusses the skills and characteristics required of KDP directors in the context of the current makeup of the Board, the operating requirements of the Company and the long-term interests of stockholders. The RemCo also reviews the collective experience of the Board and makes recommendations to the Board regarding the appropriate mix of skillsets, qualifications and attributes of the Board as a whole.

The Board seeks candidates with diverse personal backgrounds and experiences and who are committed to active participation, sharing fresh perspectives and providing constructive feedback to management. Our Board prioritizes candidates with proven executive leadership capabilities; consumer product industry expertise; strategic planning experience; financial and accounting skills; and corporate governance, regulatory and risk management experience. With respect to diversity, the Board may consider such factors as diversity in viewpoint, professional experience, education, international experience, skills and other individual

  Proposal 1 — Election of Directors  

qualifications and attributes that contribute to board diversity, including characteristics such as age, gender, race and national origin. Specific attributes of our 2023 director nominees are summarized below:

		Age				Tenure

The below Board Diversity Matrix provides additional information regarding certain attributes of our director nominees for 2023. Our 2022 Board Diversity Matrix is available on the “Corporate Governance” section of our website, www.keurigdrpepper.com.

Director Independence

The majority of the members of the Board are independent under Nasdaq’s listing standards. In order to determine that a director is independent under Nasdaq’s listing rules, the Board must affirmatively determine, after reviewing all relevant information, that a director does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. Based on these standards, the Board has determined that the following directors are independent: Oray Boston, Juliette Hickman, Paul Michaels, Pamela Patsley, Debra Sandler, Robert Singer and Larry Young. The Board also previously determined that former directors Michael Call, Genevieve Hovde and Nelson Urdaneta were independent.

Robert Gamgort does not qualify as independent due to his position as our CEO. Due to their roles with JAB, our largest stockholder, Olivier Goudet, Peter Harf and Lubomira Rochet are not currently determined to be independent, nor was former director Justine Tan. In determining that Larry Young qualifies as independent, the Board considered that Mr. Young has not been employed by the Company in any capacity since his service as the CEO of Dr Pepper Snapple Group, Inc. (“DPS”) ended nearly five years ago at the time of the 2018 merger between DPS and Keurig Green Mountain, Inc. (the “Merger”) and that Mr. Young does not have any relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

  Proposal 1 — Election of Directors  

Director Nominees

  Proposal 1 — Election of Directors  

  Proposal 1 — Election of Directors  

  Proposal 1 — Election of Directors  

  Corporate Governance Practices  

CORPORATE GOVERNANCE PRACTICES

KDP is committed to strong corporate governance policies and practices, which are embodied in our Corporate Governance Principles, available at investors.keurigdrpepper.com/corporate-governance-guidelines. The RemCo reviews the Corporate Governance Principles annually to ensure they reflect evolving best practices and regulatory requirements, including Nasdaq listing standards. The governance practices highlighted below are reflected in the Corporate Governance Principles, our By-Laws and our committee charters, as appropriate.

Board Leadership Structure

The Board is responsible for broad corporate policy and overall performance of the Company through oversight of management and stewardship of the Company. Among other duties, the Board selects and advises the Company’s officers, assigns to them responsibility for management of the Company’s business, and monitors their performance.

The Board recognizes that its leadership structure – particularly the combination or separation of the CEO and Chairman roles – is driven by the needs of the Company, and that different leadership structures are appropriate for different circumstances. As a result, the Company does not currently have a policy requiring either the combination or separation of leadership roles. Instead, the Board periodically evaluates its leadership structure and maintains flexibility to determine which arrangement is best suited for the conditions facing the Company at that time.

Beginning in 2019, Mr. Gamgort served as both the Chairman and CEO of the Company. On July 29, 2022, Mr. Gamgort transitioned to a role as the Company’s Executive Chairman, with then-CFO Ozan Dokmecioglu assuming the role of CEO. Upon Mr. Dokmecioglu’s resignation as CEO on November 9, 2022, the Board reappointed Mr. Gamgort to serve as CEO while maintaining his role as Executive Chairman. By serving in both positions, Mr. Gamgort is able to draw on his extensive experience leading both public and private companies to focus the Board’s discussions and guide review of the Company’s strategy, which results in efficient decision-making and effective governance for the Company.

Lead Independent Director

In 2021, the Board created a Lead Director position to bring additional knowledge, oversight and accountability to the Company’s leadership structure. The Company’s Corporate Governance Principles provide for an independent and active Lead Director who is designated by the independent directors with clearly defined leadership authority and responsibilities. As set forth in the Corporate Governance Principles, the Lead Director’s responsibilities include:

Less formally, the Lead Director acts as a “sounding board” and advisor to the Executive Chairman, and he seeks to facilitate healthy discussion among other directors both inside and outside of the boardroom.

Paul Michaels served as Lead Director in 2022 and was reappointed to the role in 2023. The independent directors believe that Mr. Michaels is well suited to serve as Lead Director due to his more than 30 years of consumer products industry experience, including at major companies such as Mars, Johnson & Johnson, and Procter & Gamble. He has a track record of industry accomplishments and executive leadership, and he is deeply engaged in the Company’s mission as a Modern Beverage Company. As a result of this, he is well positioned to carry out the responsibilities of the Lead Director and provide constructive, independent and informed guidance and oversight to management.

Board Meetings

Our Board met eight times during 2022. Each current director attended at least 75% of the total number of meetings of the Board and committees on which such director served that were held during 2022 while the director was a member. Directors are also expected to attend annual meetings of stockholders, and all 12 directors who were on the Board at the time attended the 2022 Annual Meeting of Stockholders.

  Corporate Governance Practices  

In addition to Board and committee meetings, our directors also discharge their duties through, among other things, less formal group communications, including discussions, briefings and educational sessions with members of senior management and others as appropriate regarding relevant matters.

Committees

The Board’s standing committees, their membership and the number of meetings held in 2022 are set forth below. Charters for each of our standing committees are available at our corporate governance webpage at investors.keurigdrpepper.com/corporate-governance-guidelines.

The Board’s Oversight Responsibilities

The Company’s corporate governance practices and policies ensure substantial independent oversight of management. For instance:

  Corporate Governance Practices  

Board Oversight of Risk

The Board views the oversight of the Company’s strategy and operations as one of its key responsibilities and understands that risk is inherent in accomplishing the Company’s objectives. Oversight of the Company’s risk management is therefore an important function of the Board. The Board and management consider factors such as a risk’s likelihood, potential impact and time horizon in managing risk. To evaluate risk and administer its oversight function, the Board relies on the breadth and depth of experience of its directors, delegating responsibility to its standing committees as appropriate. To the extent necessary, the Board also discusses risks during its executive sessions. Management plays a key role in risk management and regularly provides updates to the Board. The Board is also informed on the recommendations of external advisers, including law firms, financial firms, auditors, compensation consultants and other experts.

The Board of Directors

The Board as a whole primarily oversees matters related to strategic and operational risk. The Board’s standing committees report to the full Board regarding their respective considerations and actions. The Board’s role in the Company’s risk oversight process includes reviewing and discussing with members of management areas of material risk to the Company, including strategic, operational, financial and legal risks.

The Audit Committee

The Audit Committee oversees matters of financial, legal and compliance risk. In administering this oversight, the Audit Committee regularly receives reports from the Controller, Treasurer, General Counsel, head of Internal Audit and others, and it interacts directly with the Company’s independent auditors. The Audit Committee has been delegated responsibility for oversight of data privacy and cybersecurity risk and receives regular updates from the Company’s Chief Information Officer and its Chief Information Security Officer.

The Remuneration and Nomination Committee

The RemCo addresses risks related to compensation and other talent-related matters, as well as risks associated with Board independence and governance. It receives regular reports from the Chief Human Resources Officer and the Company’s independent compensation consultant, Frederic W. Cook & Co. (“FW Cook”).

Management

Management plays a central role in the Company’s risk management and regularly provides updates to the Board on a variety of relevant matters, including strategy and operations, cybersecurity, data privacy, sustainability, human capital management, supply chain, legal matters and other key topics. The Company’s processes, disclosure controls and procedures and internal controls are designed to facilitate the identification and management of risks and to cause key risks to be escalated to the Board. In some cases, management implements its risk management function through internal committees. The Company’s full Disclosure Review Committee meets at least quarterly and is comprised of several members of senior management, including our Controller, General Counsel, the financial heads for our business units, the heads of Internal Audit and Financial Planning & Analysis and others. The Disclosure Review Committee discusses key issues within the Company that may implicate public reporting, which are elevated to the Board as appropriate. Similarly, the Company’s Sustainability Governance Committee monitors and responds to ESG-related risk and periodically reports to the Board through the Chief Sustainability Officer.

Board Oversight of Corporate Responsibility and ESG Matters

The Board oversees KDP’s corporate responsibility strategy and sets the tone for the Company’s commitment to act responsibly and be a force for positive impact. Our Corporate Governance Principles reflect our longstanding commitment to addressing ESG matters directly with the full Board. In this regard, the Board oversees the Company’s environmental sustainability and social responsibility strategies and commitments, including for climate, water, circular economy, health and wellbeing, supply chain sustainability, human rights, and diversity and inclusion.

The full Board approves long-term goals and commitments under our focus areas of Environment, Supply Chain, Health & Wellbeing and People & Communities. KDP executive leaders help guide and develop these corporate responsibility programs and provide regular updates to the Board on progress against our goals. The RemCo assists the Board with oversight of human capital management strategies and corporate governance matters.

We are committed to transparency and information sharing in corporate responsibility and other ESG topics that impact our Company, and plan to release our fifth annual Corporate Responsibility Report in the summer of 2023. Our Corporate Responsibility Reports and ethics and compliance policies can be found at keurigdrpepper.com/en/our-company/corporate-responsibility. The information on, or accessible through, our website is not incorporated by reference into, and is not a part of, this Proxy Statement.

  Corporate Governance Practices  

Board and Committee Evaluations

The Board, as well as each standing committee, conducts an annual self-evaluation to assess its performance. All directors participate in the formal evaluation process, responding to written questions designed to elicit information to be used in improving Board and committee effectiveness. Director feedback is solicited from the formal self-evaluation process and is shared on an anonymous basis with the entire Board and committee and, where appropriate, addressed with management. In response to feedback from the evaluation process, our Board and committees work with management to improve our policies and procedures to further Board and committee effectiveness.

Code of Conduct

We are dedicated to earning the trust of our customers and investors, and our actions are guided by the principles of integrity, trustworthiness, dependability and respect. The Board has adopted a Code of Conduct that all employees, officers and directors are expected to adhere to. All employees and all Board members are required to participate in annual Code of Conduct training and certifications, and a material violation of the Code of Conduct is cause for termination. Our Code of Conduct is posted on our website at keurigdrpepper.com/en/our-company/ethics-and-compliance. We intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K or applicable stock exchange rules regarding any amendment to, or waiver from, a provision of the Code of Conduct for our directors and executive officers (including senior financial officers), either by posting such information on our website at keurigdrpepper.com/en/our-company/ethics-and-compliance or by filing a Current Report on Form 8-K with the SEC.

Certain Relationships and Related Party Transactions

Related Person Transactions Policy

We have adopted a written Related Person Transactions Policy, which applies to any transaction or proposed transaction in which KDP is a participant, the amount involved exceeds $120,000, and a related person under the policy has a direct or indirect material

interest. In general, related persons are directors, executive officers, their immediate family members, and stockholders beneficially owning more than 5% of our outstanding stock or more than 10% of Acorn Holdings B.V. (an investment entity affiliated with JAB), including their family members. Pursuant to this policy, management determines whether a transaction requires review by the

Board or Audit Committee. Based on its consideration of all of the relevant facts and circumstances, the disinterested members of the Board or Audit Committee decide whether or not to approve such transactions and approve only those transactions that are deemed to be in the best interests of KDP and its stockholders. Our Related Person Transactions Policy also includes certain exceptions for transactions that are pre-approved by the Board.

Certain Related Person Transactions

Existing Commercial Arrangements with JAB Related Persons

KDP has previously negotiated and disclosed a number of arm’s length commercial arrangements with Peet’s Coffee & Tea, Inc. (“Peet’s”), Caribou Coffee Company, Inc. (“Caribou”), Einstein Bros Bagels (“Einstein Bros”), and Krispy Kreme, Inc. (“Krispy Kreme”). KDP’s largest stockholder, JAB, has controlling or significant investments in Peet’s, Krispy Kreme and Panera Brands, which includes Caribou and Einstein Bros.

KDP purchases certain raw materials from Peet’s and manufactures coffee and tea portion packs under Peet’s brands for sale by KDP and Peet’s in the U.S. and Canada. KDP exclusively manufactures, distributes and sells Peet’s ready-to-drink beverage products in the U.S. and Canada. Peet’s is also an authorized distributor of KDP products. KDP licenses the Caribou and Krispy Kreme trademarks for use in the manufacturing of portion packs for the Keurig brewing system. KDP also sells various syrups and packaged beverages to Caribou, Einstein Bros and Krispy Kreme for resale to retail customers.

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires our directors and officers and persons who own more than 10% of our common stock to file reports of ownership and changes in ownership with the SEC. Based on our review of such reports and written representations from our directors and officers, except as previously reported, we believe that all such filing requirements were met from January 1, 2022 through the record date, with the exception of (1) for Sudhanshu Priyadarshi, a timely filed Form 4 that inadvertently reported an incorrect number of shares underlying a grant of RSUs due to administrative error, and (2) for Justin Whitmore, a timely filed Form 4 that inadvertently reported an incorrect number of securities acquired due to administrative error.

  Corporate Governance Practices  

Where to Find More Information

To learn more about our corporate governance practices and our other policies, you can access the governance documents listed below at investors.keurigdrpepper.com/corporate-governance-guidelines and other policies at keurigdrpepper.com/en/our-company/ethics-and-compliance. We will also provide copies of any of these documents to stockholders upon written request to the Corporate Secretary.

Stockholder Outreach and Communications with the Board

As part of our effort to better understand our stockholders’ perspectives, we regularly engage with our stockholders, seeking their input and views on various matters. We discuss a variety of topics with our stockholders, including the Company’s business strategy, financial performance, executive compensation and environmental, social and governance matters. The Board values our stockholders’ perspectives, and the feedback we receive continues to inform our policies and practices.

Any interested party may communicate with the Board, the Executive Chairman, the Lead Director or the independent directors on a Board-related issue by sending an email to ir@kdrp.com or corporatesecretary@kdrp.com or sending a written communication to: Corporate Secretary, Keurig Dr Pepper Inc., 6425 Hall of Fame Lane, Frisco, TX 75034. Communications related to the responsibilities of the Board will be distributed to the Board, or to any individual director or directors as appropriate, depending on the facts and circumstances outlined in the communication.

Director Compensation

Our non-employee director compensation program is guided by three goals: compensation should fairly pay directors for work required in a company of our size and scope; compensation should align directors’ interests with the long-term interests of stockholders; and the structure of the compensation should be easy for stockholders to understand. The Board believes that a director’s total compensation should include a significant equity component because it believes that this more closely aligns the long-term interests of directors with those of stockholders and provides a continuing incentive for directors to foster the Company’s success. In furtherance of these goals, our non-employee directors are bound by an equity ownership requirement of at least five times the annual cash retainer for a director.

Directors’ compensation is determined by the Board, and the RemCo makes recommendations to the Board based on periodic benchmarking assessments and advice received from FW Cook, its independent compensation consultant. In 2021, the Board approved an increase of $5,000 to the annual equity award granted to all directors and an increase of $5,000 to the annual cash retainer for all directors, effective beginning in fiscal 2022, in each case to maintain alignment with market practices for a company of our size and scope.

Annual equity awards to directors vest in full on the fifth anniversary of the grant date. If a director’s service with the Company terminates for any reason, the award will vest in full on the termination date, except that awards granted within one year of the termination date will vest on a pro rata basis. In determining the number of shares that will be issued in connection with an annual equity award to directors, the Company divides the dollar amount of an award approved by the Board by the closing price per share of KDP common stock on the date of grant of the award.

Summary of 2022 Compensation Elements

  Corporate Governance Practices  

Non-Employee Director Compensation for Fiscal 2022

The following table contains information with respect to the annual compensation of our non-employee directors earned during 2022 with respect to their Board service:

  Corporate Governance Practices  

  Executive Officers  

EXECUTIVE OFFICERS

Our executive officers are as follows:

For more information about Mr. Gamgort, see “Proposal 1 – Election of Directors.” Biographical information about our other executive officers is set forth below:

  Executive Officers  

  Proposal 2 – Advisory Resolution to Approve KDP’s Executive Compensation  

PROPOSAL 2 – ADVISORY RESOLUTION TO APPROVE KDP’S EXECUTIVE COMPENSATION

As required by Section 14A of the Exchange Act, the Company is asking stockholders to approve an advisory resolution to approve the Company’s executive compensation as reported in this Proxy Statement. As described in the Compensation Discussion and Analysis section of this Proxy Statement, the Company’s executive compensation programs are designed to attract and retain talent through the alignment of pay and financial interests of our executives with stockholder value creation. We will continue to design and implement our compensation programs and policies in line with this philosophy to promote superior performance results and generate greater value for our stockholders.

In accordance with the Exchange Act, and as a matter of good corporate governance, the Company is asking stockholders to approve the following non-binding advisory resolution at the 2023 Annual Meeting:

“RESOLVED, that the stockholders of Keurig Dr Pepper Inc. (the “Company”) approve, on an advisory basis, the compensation of the Company’s named executive officers disclosed in the Compensation Discussion and Analysis, compensation tables and the narrative discussion in the Proxy Statement for the Company’s 2023 Annual Meeting of Stockholders.”

Because your vote on this proposal is advisory, it will not be binding on the Board. However, the RemCo and the Board will consider the outcome of the vote when making future compensation decisions. The Board currently holds this “say on pay” advisory vote on an annual basis and, pending consideration of the results of Proposal 3, expects the next such vote after the 2023 Annual Meeting will be held at the Company’s 2024 Annual Meeting of Stockholders.

		The Board unanimously recommends that KDP’s stockholders vote “FOR” the approval of the Advisory Resolution to Approve KDP’s Executive Compensation

  Proposal 3 — Advisory Vote Regarding the Frequency of Future Advisory Votes to Approve KDP’s Executive Compensation  

PROPOSAL 3 — ADVISORY VOTE REGARDING THE FREQUENCY OF FUTURE ADVISORY VOTES TO APPROVE KDP’S EXECUTIVE COMPENSATION

Pursuant to Section 14A of the Exchange Act, our stockholders, not less frequently than every six years, are required to approve, on an advisory basis, the frequency of the advisory vote to approve the compensation of our named executive officers. Stockholders may choose to approve holding an advisory vote on the compensation of our named executive officers every one year, every two years or every three years.

Consistent with the outcome of our stockholder advisory votes regarding the frequency of future advisory votes to approve executive compensation in 2011 and 2017, we have held our advisory vote to approve executive compensation every one year since 2011. The Board continues to agree that advisory votes on executive compensation should be held every one year. In arriving at this recommendation, the Board considered the benefits and consequences of each option, including that an annual advisory vote on executive compensation will allow our stockholders to provide timely, direct input on our executive compensation philosophy, policies and practices as disclosed in the proxy statement each year.

For this proposal, stockholders should be aware that they are not voting “for” or “against” the Board’s recommendation. Rather, stockholders will be casting votes to recommend whether the frequency of an advisory vote to approve the compensation of our named executive officers should be every one year, every two years or every three years, or they may abstain entirely from voting on the proposal.

The outcome of this vote is not binding on us or the Board. Nevertheless, the Board will review and consider the outcome of this vote when making determinations as to when the advisory vote to approve the compensation of our named executive officers will again be submitted to stockholders.

		The Board unanimously recommends that KDP’s stockholders vote that the frequency of future advisory votes to approve KDP’s executive compensation be “EVERY ONE YEAR”

  Compensation Discussion and Analysis  

COMPENSATION DISCUSSION AND ANALYSIS

The Compensation Discussion and Analysis that follows describes our executive compensation philosophy and programs, as well as the RemCo’s compensation-setting process and the 2022 compensation of our named executive officers (“NEOs”).

Our NEOs for fiscal 2022 are:

Mr. Gamgort served as the Chief Executive Officer of the Company from July 2018 through July 29, 2022, at which time he transitioned to a role as the Company’s Executive Chairman and Mr. Dokmecioglu was promoted from Chief Financial Officer to Chief Executive Officer. Upon Mr. Dokmecioglu’s resignation on November 9, 2022, Mr. Gamgort was reappointed Chief Executive Officer while maintaining his role as Executive Chairman. Mr. Priyadarshi joined the Company and was appointed as Chief Financial Officer, effective November 14, 2022. During the period from July 29, 2022 to November 14, 2022, Mr. Lagoudakis served as Interim Chief Financial Officer, before and after which time he served as Senior Vice President of Finance for Cold Beverages. Mr. Archambault was promoted from Chief Customer Officer to President, Commercial & Beverage Concentrates, effective August 1, 2022. Mr. Johnson was promoted from Chief Product Officer to Chief Supply Chain Officer, effective October 17, 2022, as successor to Mr. Milikin, whose employment with the Company ended on October 28, 2022 after a short transition period.

Overview

2022 Performance Highlights

During 2022, KDP achieved the following highlights:

KDP accelerated revenue growth for the fifth consecutive year, delivering nearly 11% growth for the full year. Continued brand strength across the Company’s portfolio provided resiliency in an environment marked by significant inflation. KDP also made multiple strategic investments in new platforms and categories through innovation, partnerships and equity investments that support our vision of a Modern Beverage Company and provide fuel for future growth. Further, the Company continued to enhance our positive impact on a variety of stakeholders through continued achievement of the ambitious Drink Well. Do Good. corporate responsibility commitments.

  Compensation Discussion and Analysis  

KDP is powered by a talented and engaged team that is anchored in our values: Team First, Deliver Big, Think Bold and Be Fearless and Fair. KDP’s team is a key driver of its success, and the Company’s compensation philosophy for senior leaders is designed to spur their performance. KDP’s Board has long required senior executives to acquire and hold a significant amount of Company shares over long time horizons, including through the Elite Investment Program. These compensation practices distinguish KDP from most of its peers, and the Board believes they are a key component of the Company’s success. KDP’s Board seeks senior executives who are more than managers and truly act as co-owners of the enterprise alongside its stockholders.

Our Compensation Philosophy & Practices

The primary objectives of our executive compensation program are to:

Elements of KDP’s Compensation Program

NEO compensation consists of base salary, annual cash incentive awards under our Short-Term Incentive Plan (“STIP”), annual equity awards under our Long-Term Incentive Plan (“LTIP”), and our unique Elite Investment Program (“Elite”).

Competitive Pay Tied Closely to Long-Term Performance

To retain the right talent needed to lead our Modern Beverage Company, and to align the interests of our NEOs with our stockholders, a significant portion of executive compensation is tied to Company performance in the form of annual cash incentives and equity awards as well as required participation in our Elite Investment Program. Elite provides an opportunity for executives to realize substantial value when they invest their own funds alongside our stockholders and incentivizes commitment to the long-term performance of the Company.

The RemCo generally reviews and targets the 50th percentile market pay level when assessing annual cash compensation, the 75th percentile when assessing equity compensation, and between the 50th and 75th percentile when assessing total compensation. We benchmark our compensation against a peer group of companies with whom we compete for key talent (the “Compensation Peer Group”), which is described more fully below. We also provide certain limited benefits and perquisites that are in line with market practice and generally represent an insignificant element of compensation for our NEOs.

  Compensation Discussion and Analysis  

Compensation Policies and Governance Practices

Our compensation governance policies further align our executives’ interests with those of our stockholders and are designed to manage risk and follow best practices:

Significant stock ownership required. KDP’s Board strongly believes that to successfully deliver stockholder value over the long term, significant long-term stock ownership by our NEOs is nonnegotiable. All NEOs and other senior executives are subject to a stock ownership requirement and must also participate in the Elite Investment Program, which requires substantial investment in our Company and maintaining that entire investment for at least five years until associated Matching RSUs fully vest. Our CEO, for example, is subject to a $25 million stock ownership requirement under Elite. Messrs. Gamgort, Priyadarshi, Leyva, Archambault, Johnson and Lagoudakis have each made substantial personal investments in KDP stock during their tenures and as of the record date collectively own common stock valued at approximately $142 million. Each of Messrs. Dokmecioglu and Milikin, who left KDP during 2022, participated in Elite until his termination of employment, at which time each forfeited his associated Matching RSUs.

Limited tax gross-ups. Any personal income taxes due as a result of compensation and/or perquisites, other than reimbursement for taxes incurred with respect to reimbursement of certain relocation-related, expatriate assignments or required regulatory filings, are the responsibility of the NEOs. We do not provide tax gross-ups on any change-in-control benefits.

Incentives do not encourage excessive risk taking. In order to assess the risk inherent in the design of our compensation program, the RemCo periodically reviews our plans and programs and has determined that our compensation program is not designed to encourage excessive risk taking. For example, we continue to utilize multiple performance measures under the annual STIP to reduce the risk of over-concentration on a single business or financial metric, while our equity awards generally have five-year vesting periods tied to continued employment with the Company, which discourages excessive risk taking intended to optimize short-term and non-sustainable performance.

Clawback provisions in our incentive compensation programs. Our short-term and long-term incentive compensation, including gains from equity compensation and the Elite Investment Program, is subject to recoupment, or clawback, in certain circumstances. In addition to any clawbacks required by law, regulation or applicable listing standards, the clawback policy allows KDP to recoup payments in the event of a financial restatement from any executive covering the compensation that was paid to such executive in excess of restated values for the three-year period preceding any accounting period which is restated.

Double-trigger equity award vesting upon a change of control. All active equity compensation plans and programs that provide for additional or accelerated payment or fully accelerated vesting in connection with a change in the control of the Company, including the annual LTIP awards and the Matching RSUs issued pursuant to the Elite Investment Program, require a “double trigger,” which means that accelerated vesting of equity will only occur upon a qualifying termination of employment in connection with a change of control (and not solely as a result of the completion of a change in control transaction).

No hedging. Under our insider trading policy, all employees and members of the Board are prohibited from engaging in any speculative transactions in KDP securities, including engaging in short sales, transactions involving put options, call options or other derivative securities, or any other forms of hedging transactions, such as collars or forward sale contracts.

No backdating or repricing of equity awards, including stock options. While stock options are not currently part of our compensation mix, repricing of stock options and issuing stock options at below-market exercise prices are strictly prohibited by our equity incentive plan, and any options we would grant must have an exercise price at least equal to the fair market value of our stock on the date of grant.

Minimal perquisites. NEO perquisites are evaluated annually by the RemCo and determined to be reasonable and generally do not represent a significant portion of any NEO’s total compensation.

Roles and Responsibilities with Regard to Compensation

Role of the Executive Chairman, RemCo and Board

Our RemCo annually evaluates and approves compensation for our NEOs and full executive leadership team, including equity awards, bonus payouts and any changes in compensation packages. The RemCo’s determinations regarding the compensation of our executive officers take into account a variety of factors, including recommendations by our Executive Chairman and CEO (except regarding himself) and other factors the RemCo believes are appropriate. Changes in overall target compensation levels are typically only approved in the event of significant changes in responsibility or market positioning.

Role of Compensation Consultant

Since 2020, the RemCo has engaged FW Cook to provide information regarding the Compensation Peer Group and compensation benchmarking data for NEOs and executive-level positions, as well as information about market practices for incentive compensation, plan governance and executive compensation-related regulatory developments. Each year, the RemCo assesses the independence of the compensation consultant, and for 2022, the RemCo concluded that FW Cook is independent, and no conflict of interest exists with regard to FW Cook’s engagement.

  Compensation Discussion and Analysis  

Although members of senior management consult with FW Cook, FW Cook reports directly to the RemCo. All decisions with respect to the amount and form of NEO compensation under our executive compensation programs are made solely by the RemCo and the Board, and may reflect factors and considerations other than the information provided by FW Cook.

Role of Stockholders

As part of its annual processes, the RemCo considers the results of the stockholder advisory vote on our executive compensation from prior years. Our stockholders have expressed strong support of our executive compensation programs to date, with approximately 94% of votes cast in 2022 supporting the advisory vote and at least 98% approving in each of 2020 and 2021. While the Board believes that our executive compensation programs have been successful in aligning management and stockholder interests, and has not made any changes to our compensation program in response to the results of the most recent vote, the RemCo values feedback from our stockholders and will continue to design and implement our compensation programs and policies in line with this philosophy to promote superior performance results and generate greater value for our stockholders.

Peer Group, Market Data and Benchmarking

In establishing compensation for our NEOs, the RemCo considers the compensation practices of the Compensation Peer Group and the pay levels for similar roles among the Compensation Peer Group companies. The RemCo considers a total compensation range between the 50th and 75th percentile as reasonable for this purpose given the aggressive KDP business plan goals under the STIP and the high levels of “at-risk” pay for all KDP senior executives.

The RemCo periodically reviews the make-up of the Compensation Peer Group with input from FW Cook. The Compensation Peer Group includes companies that compete directly with us for executive talent and compete with us in the marketplace for business and investment opportunities.

The 2022 Compensation Peer Group remained the same as 2021 and was comprised of the following companies:

2022 Compensation Decisions

The specific compensation elements and decisions applicable to our NEOs’ 2022 compensation are described in detail below.

Base Salary

Base salaries provide executives with a secure, fixed base of cash compensation in recognition of role, individual responsibilities, experience and job performance. Salary levels are reviewed annually by the RemCo, and any salary increases are approved after a comparative analysis of base salaries for similar positions among the Compensation Peer Group. When determining base salaries and salary increases, the RemCo considers external market conditions in addition to total direct compensation targets and personal performance. Each NEO’s annual base salary as of December 31, 2022 or, where applicable, the date of the NEO’s separation from the Company, follows:

  Compensation Discussion and Analysis  

Short-Term Incentive Plan

The STIP is a key component of KDP’s annual compensation program and is designed to link performance-based, at-risk annual cash incentives to the achievement of predetermined financial performance goals that correspond directly with the Company’s annual business plan and external earnings guidance. The RemCo believes that aligning bonus payouts directly with these key quantifiable performance targets encourages and rewards the achievement of financial metrics that the RemCo believes contribute to the Company’s long-term success.

STIP Structure

For 2022, we continued our practice from 2021 and established one set of performance goals for all STIP participants to emphasize our “One KDP” mentality and align incentives to achieve results for the overall enterprise. The STIP has a single payout scale with a minimum payout of 0% and a maximum payout of 250% of the target STIP award for all bonus-eligible employees, in line with our pay-for-performance philosophy.

Target STIP awards for each NEO are set as a percentage of that NEO’s base salary, with each NEO’s target set at 80% of base salary with the exceptions of Mr. Gamgort, whose target was 150% while he served as CEO and 100% while he served as Executive Chairman, and Mr. Dokmecioglu, whose target was increased from 80% to 150% when he became CEO. Payouts are based on the Company’s achievement on three categories of quantifiable metrics that are aligned with our annual business plan:

These three metrics are designed to be quantifiable and visible by employees throughout the year to enable employees to track performance. They also encourage focus on achieving the Company’s annual operating plan.

In the first quarter of 2022, the RemCo determined performance targets for each metric at the levels reflected in the table below, with the target level for the Profit and Cash metrics set to correspond with the Company’s annual operating plan approved by the Board, and the target level for the Growth metric set to correspond with the high end of our external guidance range. When the RemCo determines the actual performance and payouts, it considers the qualitative and quantitative circumstances behind the outcomes. From time to time the RemCo may exclude certain items from results to ensure that the calculated payout appropriately reflects the compensatory purpose of the STIP award and does not include factors beyond executives’ control. To determine the total payout multiplier for the STIP, the payout multiples achieved for each of the three metrics are then multiplied together.

The table below reflects the targets and results of the STIP for 2022, as determined by the RemCo in early 2023.

  Compensation Discussion and Analysis  

2022 STIP Payouts

2022 STIP awards were calculated and paid in the first quarter of 2023 upon certification by the RemCo of the achievement levels discussed above. The table below shows target payout levels and actual STIP awards earned by each NEO for 2022.

Long-Term Incentive Compensation

Long-term stock ownership of the executive team is the cornerstone of KDP’s compensation philosophy. The Board encourages long-term ownership through (i) annual grants of RSUs under our LTIP, (ii) an obligatory and substantial personal investment in KDP shares under our Elite Investment Program and (iii) a stock holding requirement. Our equity compensation programs encourage retention of and long-term focus by our NEOs by giving them a direct ownership stake in our future growth and financial success.

Annual RSU Awards

We closely align the interests of our NEOs with those of our stockholders through a compensation program which pays a significant portion of total compensation in the form of at-risk equity. The compensation program for our NEOs features long-term equity- based compensation under the LTIP generally awarded in the form of RSUs.

The structure of KDP’s annual equity awards focuses our executives on increasing stockholder value over a sustained period of time. Annual awards under the LTIP and Matching RSUs have generally been subject to five-year vesting periods tied to continued employment with the Company and other vesting conditions.

We typically only grant LTIP awards on two days each year—one in March and one in September. Annual LTIP awards are made in March, and in September we issue “half grants” to those executives who joined the Company after the March grant date but before the September grant date. Prior to 2020, annual RSUs had been structured to vest in full on the fifth anniversary of the grant date. In 2020, the RemCo modified the vesting schedule for awards to NEOs and other executives to better align with market norms of our public peers, while still maintaining a lengthy vesting period. Annual RSUs granted in or after 2020 vest 60% on the third anniversary of the date of grant, with 20% vesting on each of the fourth and fifth anniversaries.

  Compensation Discussion and Analysis  

In determining the number of RSUs subject to an award, the Company divides the dollar amount approved by the RemCo by the closing price per share of KDP common stock on the date of grant for the award. The table below reflects the values of the annual LTIP awards to NEOs in 2022, as approved by the RemCo.

Elite Investment Program

In addition to annual equity awards, to reinforce significant long-term stock ownership by our NEOs, all Senior Vice Presidents and above (including all NEOs) at the Company are required to participate in our Elite Investment Program. This program distinguishes KDP from most of its peers and ensures senior executives have a meaningful, long-term investment at stake in the Company’s performance. Under Elite, at the time of initial hiring or promotion, the executive makes a substantial personal commitment to a specific level of investment in KDP common stock (the “Commitment Amount”) (within a minimum and maximum range set by the Company) according to their job level and business scope.

The opportunity to participate in Elite is typically a one-time opportunity upon achieving eligibility at the time of initial hiring or promotion. For each share of KDP common stock purchased (each, an “Elite Share”) up to the Commitment Amount, the executive receives one Matching RSU that vests on the fifth anniversary of grant, subject to the executive’s ongoing employment with the Company and the continuous ownership of the full Commitment Amount. Each executive has approximately a one-year period (the “Investment Period”) to purchase Elite Shares to meet his or her Commitment Amount.

Taken together, to receive the benefit of the Matching RSUs, an executive participating in Elite must acquire enough shares to meet at least the minimum Commitment Amount in the Investment Period and then continue to hold them for the remainder of the five-year vesting period. All Matching RSUs will be immediately forfeited if the executive fails to maintain the minimum Commitment Amount or if the executive’s service with the Company is terminated before the vesting date except in the event of death, disability, change in control or retirement at age 60 with five years of service, and except as otherwise provided in Mr. Leyva’s letter agreement.

When benchmarking the annual value of long-term incentive awards as part of our executives’ compensation, the RemCo takes into account twenty percent (20%) of the grant value of any outstanding Matching RSUs awarded to an executive under Elite.

Messrs. Gamgort, Leyva and Lagoudakis previously fulfilled their respective Commitment Amounts upon becoming eligible to participate in Elite.

Upon joining the Company in November 2022, Mr. Priyadarshi became eligible to participate in the Elite Investment Program, pursuant to which he elected to invest $5,000,000 in KDP common stock. As a result, the Company granted Mr. Priyadarshi

  Compensation Discussion and Analysis  

$5,000,000 of Matching RSUs in November 2022, to match his Commitment Amount. Mr. Priyadarshi will have until November 2023 to purchase sufficient shares to fulfill his Commitment Amount.

Messrs. Archambault and Johnson previously fulfilled their respective Commitment Amounts for their existing investments in Elite. Then, in November 2022, in connection with their promotions, the RemCo offered each an opportunity to make an additional investment through the Elite program. Accordingly, in November 2022, the RemCo approved grants of $2,000,000 of Matching RSUs to Mr. Archambault and $2,750,000 of Matching RSUs to Mr. Johnson. They will each have until November 2023 to acquire sufficient shares to fulfill their new Commitment Amounts.

Messrs. Dokmecioglu and Milikin forfeited their Matching RSUs upon their departures from the Company.

2020 Performance-Based Awards to Mr. Gamgort

In December 2020, the RemCo added performance vesting conditions to 75% of Mr. Gamgort’s “Reinvestment” RSUs that were granted in September 2020 to create strong incentives over a targeted three-year period. The remaining 25% of Mr. Gamgort’s Reinvestment RSUs are time-based; they vested 33% on each of January 15, 2022 and January 15, 2023, with the final 34% scheduled to vest on January 15, 2024. The Reinvestment RSUs all settle on the first anniversary of the applicable corresponding vesting date.

With respect to Mr. Gamgort’s performance-based Reinvestment RSUs, the RemCo established the following performance conditions:

One third of Mr. Gamgort’s performance-based Reinvestment RSUs were eligible to vest on January 15, 2022, but the performance conditions were not met. As a result, those RSUs were canceled and forfeited.

A second third of Mr. Gamgort’s performance-based Reinvestment RSUs were eligible to vest on January 15, 2023. The Company’s TSR was in the 65th percentile of the S&P 500, resulting in a payout percentage of 50% of this tranche of performance-based Reinvestment RSUs. Half of the RSUs vested and will settle on January 15, 2024, in accordance with the terms of the award agreement. The other half were canceled and forfeited.

Stock Ownership Requirement

To further align the interests of our NEOs with those of our stockholders, the RemCo has established stock ownership requirements for all Vice Presidents and above, including all NEOs (for purposes of this section, “executives”) at the Company. The stock ownership requirement is separate and apart from the Elite Investment Program, but the minimum stock ownership requirement for each executive matches that executive’s minimum level of investment in Elite, with the exception of the Chief Executive Officer and the Chief Financial Officer, whose minimum stock ownership requirements are lower than their minimum levels of investment in Elite. The table below shows the minimum stock ownership requirement as an estimated multiple of base salary.

The Company expects that NEOs will meet their minimum stock ownership requirements within one year of their first grant of Matching RSUs under Elite or, for recently promoted executives, one year from the date of their most recent Elite investment. Shares that an executive beneficially owns count toward the executive’s minimum stock ownership requirement, but unvested equity awards are excluded. Until the stock ownership requirement is met, executives must retain 50% of after-tax shares upon any equity vesting. If an executive does not meet the stock ownership requirement within the allotted time period, his or her future LTIP awards may be forfeited, subject to the RemCo’s discretion.

Messrs. Gamgort and Leyva have fulfilled their respective stock ownership requirements. Messrs. Archambault and Johnson previously fulfilled the stock ownership requirement at the Senior Vice President level and will have one year from the date of their

  Compensation Discussion and Analysis  

most recent Elite investment, to meet the heightened Executive Leadership Team ownership requirement. In his capacity as Interim Chief Financial Officer, Mr. Lagoudakis remained subject to the stock ownership requirement at the Senior Vice President level and has fulfilled that stock ownership requirement. Mr. Priyadarshi, who joined the Company in November 2022, will have until November 2023 to meet his stock ownership requirement. Messrs. Dokmecioglu and Milikin had fulfilled their respective stock ownership requirements prior to their separations from the Company and are no longer subject to these requirements.

New Hire Awards to Mr. Priyadarshi

At the time he was hired in November 2022, as an inducement to join the Company and in recognition of forgone incentive compensation from his prior employer, Mr. Priyadarshi received (1) a one-time sign-on grant of RSUs with a value of $3,000,000, vesting 67% on the first anniversary of the date of grant and 33% on the second anniversary and (2) a one-time cash sign-on bonus of $3,850,000, which is repayable to KDP in full in the event that he voluntarily resigns prior to the second anniversary of his date of hire.

Cash Bonus to Mr. Lagoudakis

Mr. Lagoudakis received a $300,000 cash bonus in December 2022, representing the approximate difference between his base salary and bonus prior to his elevation to Chief Financial Officer and his base salary and bonus as Chief Financial Officer over a four-month period, in recognition of his contributions to the Company and service as interim Chief Financial Officer.

Letter Agreement with Mr. Gamgort

In April 2022, KDP announced a succession plan pursuant to which, effective July 29, 2022, Mr. Gamgort would serve as Executive Chairman for two years, with Mr. Dokmecioglu assuming the role of Chief Executive Officer. In connection with his transition to Executive Chairman, the Company entered into a letter agreement with Mr. Gamgort with a term commencing on July 29, 2022 and ending on July 26, 2024 (the “Term”).

The letter agreement provides that Mr. Gamgort will continue to hold, and not sell, at least 50% of the number of shares of the Company’s common stock that he held as of April 5, 2022 through the end of the Term. In addition, consistent with Mr. Gamgort’s previous employment agreement, dated July 2, 2018, the letter agreement provides that Mr. Gamgort’s previously granted equity awards will be subject to pro-rata vesting (1) upon his retirement on or after attaining age 60 or (2) upon any termination of employment by Mr. Gamgort or by the Company without cause.

Pursuant to the letter agreement, on July 29, 2022, Mr. Gamgort was granted a long-term “Transition RSU” incentive award with a grant date value of $5,000,000 in the form of RSUs that will fully vest at the end of the Term, subject to his continued employment and other vesting conditions. This award is subject to pro-rata vesting if the Company terminates his employment without cause before the end of the Term.

The letter agreement also outlines the terms of Mr. Gamgort’s base salary and STIP target as Executive Chairman, which were applicable for the period that Mr. Gamgort served in that role exclusively. Upon his reappointment as Chief Executive Officer, the RemCo restored Mr. Gamgort’s base salary and STIP target to the amounts he had previously received as Chief Executive Officer, effective November 10, 2022.

Letter Agreement with Mr. Dokmecioglu and Mr. Dokmecioglu’s Departure

In connection with his appointment as Chief Executive Officer, the Company entered into a letter agreement with Mr. Dokmecioglu, effective July 29, 2022. The letter agreement provided that Mr. Dokmecioglu would receive an annual base salary of $1,250,000 and would be eligible to receive an annual bonus at a target level of 150% of his base salary. Pursuant to the letter agreement, he was granted two long-term incentive awards: (i) in September 2022, an award of RSUs with a grant date value of $900,000, which would vest 60% on the third anniversary of the date of grant and 20% on each of the fourth and fifth anniversaries of the date of grant, and (ii) on July 29, 2022, an award of RSUs with a grant date value of $14,000,000, which would vest in one-third installments on each of the third, fourth and fifth anniversaries of the date of grant, subject to his continued employment, maintenance of shareholdings at an amount equal to the award, and other vesting conditions.

Mr. Dokmecioglu’s letter agreement also provided that he would continue to be subject to, and comply with, all Company policies as in effect from time to time, including the Code of Conduct, and that he would participate in the Company’s severance plan. On November 9, 2022, Mr. Dokmecioglu agreed to resign due to violations of the Company’s Code of Conduct that were unrelated to strategy, operations or financial reporting. As discussed on page 40, Mr. Dokmecioglu received no compensation in connection with his separation from the Company, and his outstanding equity awards were canceled and forfeited.

Letter Agreement with Mr. Leyva

In connection with Mr. Leyva’s appointment to the expanded role of Group President, effective July 15, 2022, Mr. Leyva entered into a letter agreement with the Company that amends his then-outstanding equity award agreements. The letter agreement

  Compensation Discussion and Analysis  

provides that, subject to Mr. Leyva’s continued employment with the Company through June 30, 2024, the RSUs underlying the amended award agreements will be eligible to vest pro rata upon a termination of his service with the Company, other than a termination for cause.

Other Matters

General Benefits and Perquisites

Our NEOs participate in the same benefit plans generally available to our employees. These benefit plans include health, dental and vision insurance, life insurance and disability coverage. NEOs receive the same coverage as the rest of our employees.

While we may provide NEOs with reasonable perquisites on an individual basis, including relocation and expatriate assignment benefits, such perquisites generally do not make up a significant part of any NEO’s total compensation. All perquisites with an aggregate value of at least $10,000 received by an NEO are detailed in the footnotes to the Summary Compensation Table.

Retirement and Pension Benefits

NEOs are eligible to participate in the Company’s qualified 401(k) plan, which includes a company match of 100% on the first 6% of employee contributions within certain statutory limitations under the Internal Revenue Code of 1986, as amended (the “Code”). All of our NEOs except Mr. Priyadarshi participated in the 401(k) program in 2022. We do not maintain or make contributions to a defined benefit plan or any non-qualified deferred compensation retirement plans for any of our NEOs.

Potential Payments upon Termination of Employment

Our compensation plans provide for certain payments and incremental benefits if a NEO’s employment is terminated under delimited circumstances. There are no tax gross-ups provided in connection with these payments or incremental benefits. These payments and benefits are discussed under “Post- Termination Compensation” beginning on page 38.

Change in Control

All active equity compensation plans and programs that provide for additional or accelerated payment or fully accelerated vesting in connection with a change in the control of the Company, including annual LTIP awards, the Matching RSUs, and all other equity awards, require a “double-trigger,” which means that accelerated vesting of equity will only occur upon a termination of employment in connection with a change of control (and not solely as a result of the completion of a change in control transaction). The equity awards vest in full upon a qualifying termination in connection with a change of control.

  Report of the Remuneration and Nomination Committee  

REPORT OF THE REMUNERATION AND NOMINATION COMMITTEE

In fulfilling its responsibilities, the Remuneration and Nomination Committee reviewed and discussed with management the Compensation Discussion and Analysis set forth in this Proxy Statement.

In reliance on the review and discussions referred to above, the Remuneration and Nomination Committee recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement and the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 (through incorporation by reference to this Proxy Statement).

The Remuneration and Nomination Committee

Paul Michaels, Chair

Oray Boston

Debra Sandler

  Executive Compensation Tables  

EXECUTIVE COMPENSATION TABLES

The executive compensation disclosure contained in this section reflects compensation information for our 2022 NEOs.

Summary Compensation Table

The following table sets forth information regarding the compensation earned by our NEOs in fiscal years 2022, 2021 and 2020. Messrs. Priyadarshi, Archambault, Johnson and Lagoudakis were not NEOs in 2020 or 2021, and Mr. Milikin was not a NEO in 2020. In accordance with the SEC disclosure requirements, their compensation disclosure is provided only for the year or years in which they were NEOs.

  Executive Compensation Tables  

  Executive Compensation Tables  

Grants of Plan-Based Awards

The following table sets forth information regarding equity plan awards and non-equity incentive plan awards by us to our NEOs in fiscal year 2022. For a discussion of the material terms of these awards, see “Compensation Discussion and Analysis” beginning on page 22.