UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No.    )

 

 

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Krispy Kreme, Inc.

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

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q		LETTER TO OUR SHAREHOLDERS

Dear Krispy Kreme Shareholder,

This past year has been exciting for Krispy Kreme, as we reentered the public market after five transformative years in the private sector. 2021 was an incredibly successful year, having reached the highest levels of sales and profitability in our nearly 85-year history. Revenue grew by 23% while adjusted EBITDA grew 29%, despite a continued challenging operating environment. I’m proud of our team that delivered truly remarkable results in our first year as a public company. But purpose-driven companies go beyond financial success and strive to reach their goals and ambitions even in the most uncertain times. Our purpose, “To touch and enhance the lives of others through the joy of Krispy Kreme,” has never been more relevant, and we see the joy of Krispy Kreme growing in our 30+ countries around the world. Driven by the strength of our brand and the passion of our Krispy Kremers (that’s what we call our teams!) we are on a path to becoming the Most Loved Sweet Treat Brand in the World.

Before I became CEO, I would never have imagined that a doughnut company could find so many ways to give back to society. Last year, our community fundraising program helped generate more than $30 million for communities around the world. We donated millions of doughnuts to local charities and service groups in need of joy. Additionally, we continue to implement promotions that encourage our customers to make a positive impact in their communities. For example, earlier this year, we partnered with the American Red Cross to raise awareness for the nationwide blood shortage by giving a free Original Glazed dozen to anyone who donated blood. Giving back to the community keeps our brand relevant, evidenced by 2 billion media mentions from the Red Cross campaign alone, and connects consumers with our brand in a powerful way.

I hope you get a sense of why I feel so privileged to be leading Krispy Kreme. We are blessed to have a brand that is as vibrant today as it was when Vernon Rudolph opened his first doughnut shop in Winston-Salem, North Carolina almost 85 years ago. And our future has never been brighter, as we continue to build our global omnichannel model and bring the joy of Krispy Kreme to more places. None of this would be possible without the passion of our more than 20,000 Krispy Kremers around the world. I want to personally thank them for their commitment and dedication—they inspire us to realize the potential of this amazing brand.

A Global Omnichannel Company

Over the past five years, we have transformed into a global omnichannel doughnut company. We ensure quality and freshness by owning our entire doughnut manufacturing and distribution system, which allows us to expand availability by delivering the highest quality fresh doughnuts to a range of consumer outlets. In parallel, we have transitioned from a primarily franchised model to owning and operating most of our global network, accelerating our transformation through the acquisition of key markets such as the UK & Ireland, Mexico, and Australia & New Zealand. Having control of our network allows us to maintain the critical quality and freshness of our doughnuts as well as improves our agility and speed to market when quick action is required. This was clearly demonstrated during the global pandemic as we frequently and successfully shifted and adjusted to continually changing new normals.

Fresh doughnuts matter. Freshness is the most important attribute that our customers seek. In late 2020, we exited our non-fresh legacy wholesale business in favor of our new, Delivered Fresh Daily (DFD) operating model. We have seen two key benefits from this change. Foremost, our Delivered Fresh Daily model allows us to fulfill the essential Freshness requirement. Next, DFD allows us to unlock further growth both domestically and globally in a capital efficient matter. We can now leverage our existing doughnut capacity and provide customers convenient and easy access to their favorite fresh doughnut.

LETTER TO OUR SHAREHOLDERS

 

We operate a unique hub and spoke model, delivering fresh doughnuts from over 400 manufacturing hubs to more than 10,000 total points of access. Most of our 400 manufacturing hubs are experiential Hot Light Theater Shops, where consumers can experience the pinnacle of Krispy Kreme, the hot Original Glazed doughnut, fresh off the line. These experiential doughnut shops establish our iconic brand and allow us to expand to our network into DFD partnerships. The vast majority of our global points of access are DFD outlets located in our partner grocery and convenience retailers. These stores showcase Krispy Kreme cabinets and displays, and feature the same doughnuts produced at our manufacturing hubs, delivered every day to ensure quality and freshness. We have also expanded access through our ecommerce offerings, which bring direct home delivery and in-shop pickup to consumers around the world.

The benefits of the hub and spoke model are clear and there are several key metrics from our outstanding year that I would like to highlight. In 2021, we grew our global points of access by more than 2,000, to over 10,400 in total, representing a 25% year-over-year increase. We expanded our ecommerce business by more than 23% in the year, driven by increased consumer demand for digital convenience. Increasing our brand presence and availability allowed us to grow total revenue by 23.4% and organic revenue by 12.5% for the year, or 21.4% excluding the impact from the exit of the US legacy wholesale business. The increased revenue and the efficiency of our hub and spoke model was demonstrated on the bottom line as well, as we grew adjusted EBITDA by 29% to $187.9 million and increased our adjusted EBITDA margin by 60 basis points to 13.6%. From a segment operating perspective:

US & Canada

In the US and Canada segment, we were pleased with last year’s performance driven by the strength of our fresh doughnut business and Insomnia Cookies, our digital-first cookie company. Organic revenue grew 5.5% for the full year, or 18.3% excluding the impact of the legacy wholesale exit. With the legacy wholesale exit now complete, our Delivered Fresh Daily business is gaining momentum with the addition of 1,000 new doors in 2021, and a greater than 40% increase in sales per door. Notably, in 2021, we’re proud to have completed our shift to a 100% fresh model in U.S. and Canada, where all doughnuts are delivered fresh, no matter where they were purchased.

Our ecommerce business in the US grew by 14%, driven by pick-up and home delivery, both through our owned and third-party channels. By expanding our points of access and leveraging our manufacturing hubs, we were able to increase sales per hub from $3.5 million in 2020 to $4.0 million in 2021, driving operational improvement and efficiency.

We also made significant progress on our start-up Branded Sweet Treats line. This line includes our shelf-stable products for grocery and convenience stores, and allows us to target and reach more of the global population. Our offering continues to resonate with consumers, and we expect to see significant improvement in revenue and profitability in 2022.

Insomnia Cookies completed another fantastic year with revenue increasing by nearly 20% excluding new store revenue. We added 26 Insomnia shops last year bringing our total to 210 on our way to more than 600 domestically in the coming years.

International & Market Development

Our proven and high-growth hub and spoke model is the primary driver of our robust performance in our international segment, which includes our established equity businesses in the UK & Ireland, Mexico, and Australia & New Zealand. Organic revenue growth for 2021 was 37% and 19% on a two-year stack basis, highlighting our ability to grow significantly beyond pre-pandemic levels. We added more than 500 DFD doors in 2021, increasing our total points of access to approximately 2,900, all without adding a single hub. Sales per hub internationally grew from $6.4 million in 2020 to $9.1 million in 2021, and with each hub distributing to roughly 80 points of access on average, we were able to achieve 25% adjusted EBITDA margins. We saw strong growth in all our international equity markets, with every market driving over 25% organic revenue growth in the fourth quarter of 2021.

Our Market Development segment, which includes our franchise businesses globally and our recently acquired operation in Japan, continues to perform exceptionally well. The total segment saw organic growth of 11% driven by strong performances across the world, and accelerating growth in Japan.

LETTER TO OUR SHAREHOLDERS

 

The Year Ahead

Looking at 2022 and beyond, we see significant upside. We operate in the sweet indulgence category, a $650 billion global industry that continues to grow. We will continue to expand availability and increase purchase frequency by adding new points of access, growing our ecommerce capabilities, and focusing on special occasions and gifting. We will test dark shops in the US in 2022 for the first time, which will allow us to develop our ecommerce capabilities in a capital efficient manner, further leveraging our existing hubs. Together, we expect these initiatives to generate double-digit organic revenue growth for the year. Our hub and spoke efficiency and pricing power should allow us to offset inflation, labor challenges, and continued COVID pressures.

Today, we have just over 10,000 points of access. We see the opportunity to grow to more than 50,000 points of access in just our existing and target countries over the coming years—a 5x increase. The 50,000 targeted points of access is just a fraction of the 1.3 million grocery and convenience stores in our existing and targeted countries. We believe this increase in points of access, combined with ecommerce growth, will allow us to significantly increase our sales per hub, driving efficiency and profitability. In addition, we see the potential for Krispy Kreme to

expand to new markets globally, and believe we are on track to open in at least 3 new countries annually for the next several years. We have a proven strategy that works across cultures and gives us a very clear path to attract the right partners to drive significant growth.

For our long-term outlook, we expect to grow total company organic revenue 9 to 11% per year, adjusted EBITDA by 12 to 14%, and adjusted diluted net income by 18 to 22% annually—with plans to meet or exceed this guidance in 2022 given the strong momentum in our business.

Conclusion

In closing, I remain enthusiastic about the growth of Krispy Kreme in the coming years. These past years have tested us, as they have most companies across the world. We will need to manage persistent inflation, uncertainty over the pandemic, continued labor shortages and geopolitical turmoil. My belief is that brands with a purpose and clear direction will thrive in challenging times, as we have seen the resilience of the Krispy Kreme brand and culture. We have worked diligently over the past 5 years to transform our model and operations in order to give customers exactly what they want – a fantastically fresh Krispy Kreme doughnut. Customers appreciate the changes we have made, as evidenced by our strong 2021 performance. We are excited with our momentum as we continue to build this globally iconic brand into the Most Loved Sweet Treat Brand in the World.

Thank you for your continued support of Krispy Kreme

 

Lots of Love,   Mike Tattersfield President & Chief Executive Officer

Notice of 2022 Annual Meeting of Shareholders

 

To Our Shareholders,   Notice is hereby given that the virtual annual meeting of stockholders (the “Annual Meeting”) of Krispy Kreme, Inc., a Delaware corporation (“KKI”), will be held on May 17, 2022, at 10:00 a.m. ET. You can virtually attend the Annual Meeting online at www.proxydocs.com/DNUT, or vote your shares electronically online at www.proxypush.com/DNUT or via telephone at 1-866-475-0865. Submit questions online during the meeting by visiting www.proxydocs.com/DNUT and entering the control number provided on your proxy card, voting instruction form, or Notice of Internet Availability of Proxy Materials.   Items of Business   1.  To elect 12 directors to hold office for a one-year term and until their respective successors shall have been duly elected and qualified;   2.  To approve an advisory resolution regarding KKI’s executive compensation;   3.  To approve an advisory resolution regarding the frequency of future advisory votes on KKI’s executive compensation;   4.  To ratify the appointment of Grant Thornton LLP as KKI’s independent registered public accounting firm for fiscal year 2022; and   5.  To transact such other business as may properly come before the Annual Meeting or any adjournment thereof.   Who May Vote: Stockholders of KKI common stock at the close of business on March 18, 2022. 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 sent to stockholders on or about April 18, 2021.   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 virtually attend the meeting, we urge you to vote.     Catherine Tang Corporate Secretary   WHETHER OR NOT YOU PLAN TO VIRTUALLY ATTEND THE ANNUAL MEETING, YOU MAY VOTE AND SUBMIT YOUR PROXY ELECTRONICALLY, BY TELEPHONE OR BY REQUESTING A PRINTED COPY OF THE PROXY MATERIALS AND COMPLETING AND RETURNING BY MAIL THE PROXY CARD YOU WILL RECEIVE IN RESPONSE TO YOUR REQUEST.				Meeting Information
				Date:   Time:		May 17, 2022   10:00 a.m., Eastern time
				Location: Virtual Meeting               www.proxydocs.com/DNUT
				How to Vote
						Via the Internet visit www.proxypush.com/DNUT
						By Telephone call 1-866-475-0865
						By Mail
				Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be held on May 17, 2022:   The Company’s Proxy Statement for the Annual Meeting and the Annual Report on Form 10-K for the year ended January 2, 2022 are available at www.proxydocs.com/DNUT by entering the control number provided on your proxy card, voting instruction form, or Notice of Internet Availability of Proxy Materials.

 

TABLE OF CONTENTS

 

 

 

2022 Proxy Statement  |  i

 

Proxy Summary

This summary highlights certain information regarding KKI’s evolution, performance, corporate governance, and compensation practices. Stockholders are encouraged to read the entire Proxy Statement and Annual Report on Form 10-K for the fiscal year ended January 2, 2022 carefully before voting.

2022 Annual Meeting Information

 

Meeting Information				How to Vote
Date:   Time:		May 17, 2022   10:00 a.m., Eastern time				Via the Internet visit www.proxypush.com/DNUT
Location:    Virtual Meeting                      www.proxydocs.com/DNUT						By Telephone call 1-866-475-0865
						By Mail
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be held on May 17, 2022:   The Company’s Proxy Statement for the Annual Meeting and the Annual Report on Form 10-K for the year ended January 2, 2022 are available at www.proxydocs.com/DNUT by entering the control number provided on your proxy card, voting instruction form, or Notice of Internet Availability of Proxy Materials.

Meeting Agenda and Voting Recommendations

 

Proposal		Board’s Voting Recommendation					Page Reference
1. Election of Directors				FOR			4
2. Advisory Resolution to Approve KKI’s Executive Compensation				FOR			23
3. Advisory Resolution to Approve the Frequency of Future Advisory Votes on KKI’s     Executive Compensation				FOR			42
4. Ratification of Grant Thornton LLP’s Appointment as KKI’s Independent Auditor for 2022				FOR			43

Krispy Kreme—A Beloved Sweet Treat Brand

Krispy Kreme, Inc. (“KKI”) and its subsidiaries (collectively, the “Company” or “Krispy Kreme”) is one of the most beloved and well-known sweet treat brands in the world. Our iconic Original Glazed^® doughnut is universally recognized for its hot-off-the-line, melt-in-your-mouth experience. Over its 84-year history, Krispy Kreme has developed a broad consumer base globally and currently operates in over 30 countries through an omni-channel model with a unique network of fresh Doughnut Shops, partnerships with leading retailers, and a rapidly growing Ecommerce and delivery business. Our Hub and Spoke model allows us to deliver fresh doughnuts from over 400 production hubs to more than 10,000 points of access globally. Our purpose of touching and enhancing lives through the joy that is Krispy Kreme guides how we operate every day and is reflected in the love we have for our people, our communities, and the planet.

 

 

2022 Proxy Statement  |  1

PROXY SUMMARY

2021-2022 Company Highlights

 

2021-2022 Company Highlights

Strong Results at the Top End of Guidance

KKI reported strong financial results for the year ended January 2, 2022 with net revenue growing 23.4%, while organic revenue grew 12.5%, or 21.4% excluding the legacy wholesale business.

Net loss declined 75.6% to $14.8 million even with IPO related costs while Adjusted EBITDA increased 29.2% to $187.9 million and Adjusted Net Income increased 57.6% to $66.7 million. See Appendix A for a reconciliation of GAAP to non-GAAP results.

Growth was driven by the performance and expansion of Krispy Kreme’s capital-efficient hub and spoke operating model, and strong performances across all three business segments. Global Points of Access, which reflect all locations where fresh doughnuts and cookies can be purchased, increased 25% year-over-year, providing customers access to Krispy Kreme in more than 10,000 locations around the world. International Sales per Hub grew 42% year-over-year, while U.S. and Canada Sales per Hub grew 14%.

2022 Director Nominees

 

NAME

PRINCIPAL OCCUPATION

Michael Tattersfield

President and Chief Executive Officer of KKI

5

1

Olivier Goudet

Managing Partner and Chief Executive Officer of JAB Holding Company

5

4

Marissa Andrada

Chief Diversity, Inclusion and People Officer of Chipotle Mexican Grill

<1

✓

✓

1

David Bell

Senior Partner of JAB Holding Company

5

1

Patricia Capel

Partner of JAB Holding Company

1

Chair

1

David Deno

Chief Executive Officer of Bloomin’ Brands, Inc.

5

✓

Chair

2

Ozan Dokmecioglu

Chief Financial Officer and President International of Keurig Dr. Pepper, Inc.

1

✓

1

Paul Michaels

Former Chief Executive Officer of Mars, Inc.

5

Lead Independent

✓

✓

2

Debbie S. Roberts

Executive Vice President, Chief Operating Officer of Panera Bread

1

1

Lubomira Rochet

Partner of JAB Holding Company

<1

3

Michelle Weese

Chief Corporate Affairs Officer of Bristol Myers Squibb

1

✓

1

Henry Yeagley

Managing Director of BDT & Company

5

✓

✓

1

Corporate Governance Highlights

Board Diversity and Independence

 

•

Six of our 12 director nominees are independent

•

When Mr. Lee’s term ends at the Annual Meeting, the Board will have six independent directors. Per NASDAQ requirements we will be required to have a majority of independent directors within 180 days of the Annual Meeting. The Remuneration and Nomination Committee (the “Remuneration Committee”) will evaluate options to achieve compliance within the required period.

•

Four nominees are affiliated with our largest stockholder, JAB Holdings B.V. (“JAB”), which owns approximately 45% of our common stock through its affiliate

•

The Audit and Finance Committee is comprised solely of independent directors and two of the three members of the Remuneration Committee are independent

 

 

2  |  Krispy Kreme, Inc.

PROXY SUMMARY

Corporate Governance Highlights

 

•

Strong Lead Independent Director with clearly defined and robust responsibilities

•

Committed to Board diversity on gender with five women directors

Board Practices

 

•

Annual election of all directors

•

Annual Board and Committee evaluations

•

Regular executive sessions of independent directors

•

Director stock ownership guidelines require equity holdings of at least 5x annual cash retainer

•

Directors limited to no more than four public company boards (including KKI)

Oversight of Risk, Ethics and Corporate Responsibility

 

•

Full Board responsible for risk oversight, with specific areas delegated to relevant Board committees

•

Code of Conduct applies to all directors, officers, and employees

•

Full Board oversees corporate responsibility strategy and approves Company’s long-term goals and commitments

Key Executive Compensation Practices

 

•

Strong pay-for-performance philosophy designed to link pay delivery to Company’s financial and market performance

•

Significant levels of direct investment and stock ownership required for all executives

•

Lengthy vesting periods for all equity awards

•

Independent compensation consultant reporting to the Remuneration Committee

•

No tax gross ups for regularly recurring expenses

•

Incentives do not encourage excessive risk taking

•

Clawback policy applicable to all incentive compensation programs

•

Double-trigger vesting upon a change of control

•

Hedging is prohibited

•

Minimal perquisites

KKI’s Corporate Responsibility Commitments

Krispy Kreme is committed to advancing sustainable business throughout our operations. That’s why we’re reducing our impact on the planet and taking steps to protect our environment and have launched new environmental Initiatives across select major global markets.

 

RESPONSIBLE SOURCING		PACKAGING		FOOD WASTE REDUCTION		ENERGY USE & GHE EMISSIONS
•  Coffee supplier sustainability certification •  Cage-free eggs & eggless formulations •  RSPO certified palm oil		•  Compostable coffee cups •  Coffee cup material reduction •  Recyclable folding cartons •  Paper carry-out bags •  Paper straws •  Removal of plastic cups and bags		•  Landfill diversion programs •  Food waste to animal feed programs •  Factory water usage reduction programs		•  Stores built from sustainable building materials •  High efficiency HVAC units •  LED interior lighting & “Hot Now” lights •  Lighting timers & sensors •  Delivery vehicle design & route optimization •  Waste pickup optimization •  Factory energy reduction initiatives

 

 

2022 Proxy Statement  |  3

PROXY SUMMARY

Our sustainability efforts are more developed in Europe

 

Our sustainability efforts are more developed in Europe.

 

 

 

4  |  Krispy Kreme, Inc.

 

PROPOSAL 1:

ELECTION OF DIRECTORS

Our Board recommends that you vote “FOR” the election of all director nominees

Proposal Summary

The Board has nominated the 12 candidates named in this proposal for election as directors at the Annual Meeting. Directors are elected annually and serve until their term expires at the 2023 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 approved, 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 having been voted on the applicable nominee, and therefore will have no effect on the vote, assuming a quorum is present.

Our Board currently consists of 13 directors, including four directors who are designated by JAB pursuant to the terms of the Investors’ Rights Agreement (the “IRA”), dated as of July 6, 2021, by and among KKI and JAB. Carl Lee is not standing for reelection at the 2022 Annual Meeting of Stockholders.

All nominees are currently serving as KKI directors.

Director Nomination Process

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

Members of the Remuneration Committee, 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 Remuneration Committee 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 Remuneration Committee 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.

Following an extensive search and recruiting efforts led by the Remuneration Committee with the assistance of other members of the Board, Ms. Andrada was recommended by the Remuneration Committee and was elected as a director in February 2022. Ms. Andrada became the seventh independent director, constituting a majority of independent directors on the Board.

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 KKI 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 Remuneration Committee 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, 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 qualifications and attributes that contribute to board diversity, including characteristics such as age, gender, race and national origin. Specific attributes of our 2022 director nominees are summarized below:

 

 

2022 Proxy Statement  |  5

PROPOSAL 1: ELECTION OF DIRECTORS

Director Independence

 

Director Independence

Our board of directors (the “Board”) has determined that Ms. Andrada, Mr. Dokmecioglu, Mr. Deno, Mr. Michaels, Ms. Weese and Mr. Yeagley are “independent directors” as defined under the listing requirements of Nasdaq. The Board has also determined that Mr. Lee, who is serving as a director until the 2022 Annual Meeting, is also independent. In making these determinations, our Board reviewed and discussed information provided by the directors and us with regard to each director’s business and personal activities and relationships as they may relate to us and our management, including the beneficial ownership of our common stock by each non-employee director and the transactions involving them described in the section entitled “Certain Relationships and Related Party Transactions.” In addition to determining whether each director satisfies the director independence requirements set forth in the listing requirements of Nasdaq, in the case of members of the Audit and Finance Committee (the “Audit Committee”) and Remuneration Committee, our Board will also make an affirmative determination that such members also satisfy separate independence requirements and current standards imposed by the SEC and Nasdaq regulations for Audit Committee members and by the SEC, Nasdaq and the IRS for Remuneration Committee members.

There are no family relationships among any of our directors or executive officers.

Director Nominees

 

MICHAEL TATTERSFIELD    PRESIDENT AND CHIEF EXECUTIVE OFFICER, KKI
Age 56   Director Since 2016   Committee Membership: •  N/A				Biographical Information Michael Tattersfield has served as our President and Chief Executive Officer since January 2017 and as one of Krispy Kreme’s directors since September 2016. Prior to joining Krispy Kreme, Mr. Tattersfield served as the Chief Executive Officer and President of Caribou Coffee Company. He previously served as COO of Lululemon and VP and Head of Operations for The Limited Brands and spent 13 years with YUM! Brands in senior executive positions both in general management as well as president of international markets. He currently serves as a member of the Board of Directors of El Tequileño Tequila Company and previously served as a director of Panera Bread Company, Chairman of the Einstein Noah Restaurant Group, Inc., Chairman of the Caribou Coffee Company, Vice Chairman of The Allina Healthcare Organization and Compensation Chair of the PF Chang’s group.   Qualifications Mr. Tattersfield holds an MBA from Harvard and a B.S. in Accounting from Indiana University.

 

 

6  |  Krispy Kreme, Inc.

PROPOSAL ONE: ELECTION OF DIRECTORS

Director Biographies

 

OLIVIER GOUDET    MANAGING PARTNER AND CHIEF EXECUTIVE OFFICER, JAB HOLDING COMPANY
Age 57   Director Since 2016   Committee Membership: •  N/A				Biographical Information Olivier Goudet has served as Krispy Kreme’s Chairman since May 2017 and a director of Krispy Kreme from September 2016. Mr. Goudet is currently Managing Partner and Chief Executive Officer of JAB Holding Company, a position he has held since 2012. He serves as Chairman of the Board of JDE Peet’s N.V. and Pret A Manger. He is also a Director of Keurig Dr. Pepper, Inc., Panera Bread Company, Caribou Coffee Company / Einstein Noah, Espresso House, National Veterinary Associates, Bally and Coty Inc. He previously served as Chairman of the Board of Anheuser-Busch InBev SA/NV. He is the former Executive Vice President and Chief Financial Officer of Mars, Inc. and has served as an independent advisor to the Mars Board of Directors. Mr. Goudet began his career at Mars, serving on the finance team of its French business and held several senior executive positions at the VALEO Group, including Group Finance Director.   Qualifications Mr. Goudet holds a degree in Engineering from l’Ecole Centrale de Paris and graduated from the ESSEC Business School in Paris with a major in Finance. We believe that Mr. Goudet’s extensive financial expertise and senior executive experience, as well as significant governance and oversight experience attained through his tenure as a director of several public companies, qualifies him to serve on our Board.
MARISSA ANDRADA    CHIEF DIVERSITY, INCLUSION AND PEOPLE OFFICER, CHIPOTLE MEXICAN GRILL
Age 54   Director Since 2022   Committee Membership: •  Remuneration				Biographical Information Marissa Andrada has served as one of our directors since February 2022. Ms. Andrada currently serves as Chief Diversity, Inclusion and People Officer of Chipotle Mexican Grill, a position she has held since July 2020. She served as Chipotle’s Chief People Officer from April 2018 to June 2020. Prior to joining Chipotle, Ms. Andrada served as Senior Vice President of Human Resources and Chief Human Resources Officer of Kate Spade & Company/tapestry (Coach, Inc.) from July 2016 to October 2017. From November 2010 to March 2016, she held various Senior Vice President positions at Starbucks Coffee Company. She has also served in the head of human resources role with various other companies, including GameStop Corporation and Red Bull North America, Inc.   Qualifications Ms. Andrada holds a Bachelor of Science in Business Administration from California State Polytechnic University at Pomona and an MBA from Pepperdine University. We believe that Ms. Andrada’s significant experience in the quick service restaurant and retail industries qualifies her to serve on our Board.

 

 

2022 Proxy Statement  |  7

PROPOSAL ONE: ELECTION OF DIRECTORS

Director Biographies

 

DAVID BELL    SENIOR PARTNER, JAB HOLDING COMPANY
Age 50   Director Since 2016   Committee Membership: •  N/A				Biographical Information David Bell has served as one of Krispy Kreme’s directors since September 2016. Mr. Bell is currently a Senior Partner of JAB Holding Company, where he joined as a Partner in 2012. Prior to that, Mr. Bell held various positions in corporate development and corporate strategy at Mars, Inc. from 2008 to 2012. Mr. Bell also held various positions at Goldman Sachs, including serving as Vice President, from 2000 to 2008. Prior to that, Mr. Bell served as an associate at Perseus, L.L.C. from 1996 to 1998 and Senior Auditor at PricewaterhouseCoopers LLC from 1993 to 1996. He is also currently a member of the board of directors of Panera Bread Company, National Veterinary Associates, JAB Holding Company and Pet Holdings, Inc. and a former member of the board of directors of Veterinary Specialists of North America Holdings LLC.   Qualifications Mr. Bell holds a B.S. in Commerce from the University of Virginia and an MBA from the Wharton School at the University of Pennsylvania. We believe that Mr. Bell’s significant financial and industry experience qualifies him to serve on our Board.
PATRICIA CAPEL    PARTNER, JAB HOLDING COMPANY
Age 49   Director Since 2021   Committee Membership: •  Remuneration				Biographical Information Patricia Capel has served as one of Krispy Kreme’s directors since April 2021. Ms. Capel is currently a Partner at JAB. Prior to joining JAB in March 2021, Ms. Capel held various positions at Anheuser Busch Inbev, including serving as Business President for Andina from January 2019 to March 2021, Integration Vice President from August 2016 to December 2018 and Vice President of Global People from 2011 to July 2016. Prior to her over 25 year tenure at Anheuser Busch Inbev and Ambev, Ms. Capel held positions at PricewaterhouseCoopers LLC and Cargill Argicola SA.   Qualifications Ms. Capel holds a Bachelor’s degree in Business Administration from Universidade de Sao Paulo, and an MBA from Business School Sao Paulo. We believe that Ms. Capel’s significant experience with global companies and expertise in the consumer products industry qualifies her to serve on our Board.

 

 

8  |  Krispy Kreme, Inc.

PROPOSAL ONE: ELECTION OF DIRECTORS

Director Biographies

 

DAVID DENO    CHIEF EXECUTIVE OFFICER, BLOOMIN’ BRANDS, INC.
Age 64   Director Since 2016   Committee Membership: •  Audit				Biographical Information David Deno has served as one of Krispy Kreme’s directors since September 2016. Mr. Deno currently serves as Chief Executive Officer and a member of the Board of Directors of Bloomin’ Brands, Inc. (“Bloomin’ Brands”). Prior to March 2019, Mr. Deno served as the Chief Financial and Administrative Officer of Bloomin’ Brands from 2012 to 2019. Mr. Deno’s career has included more than 15 years in senior level operations and financial positions at PepsiCo, Inc. (PepsiCo) and YUM! Brands, Inc. (YUM! Brands) (formerly subsidiary of PepsiCo). Mr. Deno has served as a Macalester trustee since 1998.   Qualifications Mr. Deno holds an MBA from the University of Michigan and a Bachelor’s degree in Economics and Political Science from Macalester College. We believe that Mr. Deno’s experience working with global brands in the consumer products industry, extensive management experience and deep understanding of financial control matters qualifies him to serve on our Board.
OZAN DOKMECIOGLU    CHIEF FINANCIAL OFFICER AND PRESIDENT INTERNATIONAL, KEURIG DR. PEPPER, INC.
Age 50   Director Since 2020   Committee Membership: •  N/A				Biographical Information Ozan Dokmecioglu has served as one of Krispy Kreme’s directors since September 2020. Mr. Dokmecioglu currently serves as the Chief Financial Officer and President International of Keurig Dr. Pepper Inc. and, prior to its merger, served as the Chief Financial Officer of Keurig Green Mountain (“KGM”) beginning in May 2016. Mr. Dokmecioglu joined KGM from Kellogg Inc., where he served from 2012 until 2016 in the positions of Vice President Finance, Chief Financial Officer North America and as Vice President Finance, Chief Financial Officer Europe. Before joining Kellogg in 2012, Mr. Dokmecioglu built his career in finance leadership roles in the U.S., Europe, and Middle East with Kraft Foods Inc., Cargill Inc. and Arthur Andersen.   Qualifications Mr. Dokmecioglu holds a BS in Business Administration from the Middle East Technical University in Ankara, Turkey, and a certificate in Project Investment and Appraisal Management from Harvard University. We believe that Mr. Dockmecioglu’s significant operating, financial and executive experience in the consumer products industry qualifies him to serve on our Board.

 

 

2022 Proxy Statement  |  9

PROPOSAL ONE: ELECTION OF DIRECTORS

Director Biographies

 

PAUL MICHAELS    FORMER CHIEF EXECUTIVE OFFICER, MARS, INC.
Age 70   Director Since 2017   Committee Membership: •  Audit •  Remuneration				Biographical Information Paul Michaels has served as one of Krispy Kreme’s directors since May 2017 and serves as Lead Director and Vice Chairman. Mr. Michaels served as the Chief Executive Officer of Mars Inc. from 2004 to January 2015. Before joining Mars, Mr. Michaels spent 15 years at Johnson & Johnson in multiple consumer divisions, Since his retirement he has actively participated on the following Boards of Directors as an independent director: Coty Inc. from June 2015 to December 2020, Dyla LLC since January 2018, Compassion First Vet Hospitals from May 2019 to December 2020, Panera Bread since January 2021 and Keurig Dr. Pepper Inc. since July 2018.   Qualifications Mr. Michaels holds a BA from the University of Notre Dame. We believe that Mr. Michaels’ expertise and creativity in launching, building and supporting global brands in the consumer products industry and his extensive executive experience with complex multinational consumer product organizations qualifies him to serve on our Board.
DEBBIE S. ROBERTS    EXECUTIVE VICE PRESIDENT, CHIEF OPERATING OFFICER, PANERA BREAD
Age 57   Director Since 2021   Committee Membership: •  N/A				Biographical Information Debbie Roberts has served as one of Krispy Kreme’s directors since April 2021. Ms. Roberts has served as the Executive Vice President, Chief Operating Officer of Panera Bread since September 2020. Before joining Panera, Ms. Roberts held various roles at McDonald’s Corporation since 1990. Most recently at McDonald’s Ms. Roberts served as the President Northeast Zone from December 2014 to December 2016, and the President East Zone from January 2016 to April 2018. She currently serves as a member of the Board of Directors of RLI Insurance Company.   Qualifications Ms. Roberts holds a Bachelor of Science in Accounting from University of Illinois Urbana-Champaign. We believe that Ms. Roberts’ extensive management experience in the food and beverage industry and financial expertise qualifies her to serve on our Board.

 

 

10  |  Krispy Kreme, Inc.

PROPOSAL ONE: ELECTION OF DIRECTORS

Director Biographies

 

LUBOMIRA ROCHET    PARTNER, JAB HOLDING COMPANY
Age 44   Director Since 2021   Committee Membership: •  N/A				Biographical Information Lubomira Rochet has served as one of Krispy Kreme’s directors since June 2021. Ms. Rochet is currently a Partner at JAB. Prior to joining JAB in June 2021, Ms. Rochet served as Chief Digital Officer for L’Oréal S.A. since March 2014. Prior to joining L’Oréal, Ms. Rochet held various positions at Valtech Corporation, Microsoft Corporation and Sogeti, a branch of CapGemini Group. Ms. Rochet has served as an independent Director of Societe Generale since May 2017. She also serves as a director of Keurig Dr. Pepper Inc.   Qualifications Ms. Rochet graduated from École Normale Supérieure, holds a Master’s degree in economics from College of Europe and a Master’s degree in Political Science from Sciences Po Paris. We believe that Ms. Rochet’s deep expertise in digital marketing, ecommerce, direct-to-consumer selling and the use of data, technology and innovative business models qualifies her to serve on our Board.
MICHELLE WEESE    CHIEF CORPORATE AFFAIRS OFFICER, BRISTOL MYERS SQUIBB
Age 51   Director Since 2020   Committee Membership: •  N/A				Biographical Information Michelle Weese has served as one of Krispy Kreme’s directors since December 2020. Ms. Weese serves as the Chief Corporate Affairs Officer of Bristol Myers Squibb, a position she has held since June 2021. Prior to joining Bristol Myers Squibb, from January 2019 to March 2021, Ms. Weese served as the General Secretary North America and member of the North American executive team at France-based Danone, a $30B food and beverage company and largest certified B-Corp in the world. Prior to Danone, Ms. Weese was the Chief Executive Officer of Stratigence, LLC, a management consulting agency, from 2009 to 2019. Prior to creating Stratigence, Ms. Weese was the Global Head of Corporate Communications for Mars, Incorporated across all Brands and businesses. In her more than a decade at Mars, she also served as Senior Vice President of Corporate Affairs North America and held a seat on the North American management team across all Brands and Divisions.   Qualifications Ms. Weese holds a B.A. in Journalism from Georgia State University. We believe that Ms. Weese’s significant management and finance experience gained through senior leadership positions at several major corporations qualifies her to serve on our Board.

 

 

2022 Proxy Statement  |  11

PROPOSAL ONE: ELECTION OF DIRECTORS

Director Biographies

 

HENRY YEAGLEY    MANAGING DIRECTOR, BDT & COMPANY
Age 36   Director Since 2016   Committee Membership: •  Audit				Biographical Information Henry Yeagley, age 36, has served as one of Krispy Kreme’s directors since September 2016. Mr. Yeagley has been the Managing Director at BDT & Company, LLC and BDT Capital Partners, LLC since July 2011. He currently serves as a Managing Director and leads the firm’s Middle Market Group. Mr. Yeagley also currently serves as a director of Panera Bread, a position he has held since July 2017.   Qualifications Mr. Yeagley holds a BS in Finance from Penn State University, and holds a MSc from Stanford University Graduate School of Business. We believe that Mr. Yeagley’s significant investing experience and expertise in corporate strategy and financial analysis qualifies him to serve on our Board.

 

 

12  |  Krispy Kreme, Inc.

 

CORPORATE GOVERNANCE PRACTICES

KKI is committed to strong corporate governance policies and practices. The governance practices highlighted below are reflected in our By-Laws and our committee charters, as applicable.

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 the leadership structure and combination or separation of the CEO and Chairman roles are driven by the needs of the Company, and that, depending on the circumstances, a different leadership model might be appropriate. As a result, the Company does not currently have a policy requiring either the combination or separation of leadership roles, but the Board periodically evaluates this structure and determines whether to separate the roles based upon the circumstances, which maintains flexibility based on the Company’s needs.

Lead Independent Director

The Lead Director’s responsibilities include:

 

•

presiding at any meetings of the Board at which the Chairman is not present;

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chairing executive sessions of the non-employee or independent directors;

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serving as a liaison between the independent directors and the Chairman and otherwise facilitating communications among members of the Board;

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providing input to the Chairman on meeting agendas, schedules and other information sent to the Board;

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being available for consultation with investors, regulators or other significant stakeholders; and

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assisting the Remuneration Committee with evaluating Board and management performance.

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

Board Meetings

Our Board met five times during 2021. 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 2021 while the director was a member. Directors are also expected to attend annual meetings of stockholders.

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 the Chairman and CEO, 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 2021 are set forth below. Charters for each of our standing committees are available at our corporate governance webpage at https://investors.krispykreme.com/corporate-governance.

 

•

All members of the Audit Committee satisfy the standards of independence applicable to members of such committee, including Nasdaq listing standards.

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All members of the Audit Committee meet the financial literacy requirements under Nasdaq listing standards and Rule 10A-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Board has also determined that Mr. Deno, the Chair of the Audit Committee is an “audit committee financial expert” within the meaning of the U.S. Securities and Exchange Commission (“SEC”) rules and has financial sophistication in accordance with Nasdaq listing standards. No Audit Committee member received any payments in 2021 from us other than compensation for service as a director.

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The Board has determined that all members of the Remuneration Committee are “non-employee” directors as defined under Rule 16b-3 under the Exchange Act.

 

 

2022 Proxy Statement  |  13

CORPORATE GOVERNANCE PRACTICES

Committees

 

Committees of the Board of Directors

We have established the following committees of our Board:

Audit and Finance Committee

The Audit Committee, among other things:

 

•

Oversee the integrity of the Company’s financial reporting process and systems of internal controls, including the integrity of the Company’s financial statements.

•

Oversee compliance with KKI’s Code of Conduct and laws and regulations.

•

Oversee the independence, qualifications and performance of the Company’s independent auditors and internal audit department.

•

See also “Report of the Audit Committee.”

The members of the Audit Committee are Mr. Deno, Mr. Michaels and Mr. Yeagley. Mr. Deno is the Chair of our Audit Committee. Our Board has affirmatively determined that Mr. Deno, Mr. Michaels and Mr. Yeagley meet the definition of “independent director” for purposes of serving on the Audit Committee under Rule 10A-3 of the Exchange Act and the corporate governance standards of Nasdaq. Our Board has determined that each director appointed to the Audit Committee is financially literate, and our Board has determined that Mr. Deno is our audit committee financial expert.

The Audit Committee held seven meetings in 2021.

Remuneration and Nomination Committee

The Remuneration Committee, among other things:

 

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Assist the Board in discharging its responsibilities relating to executive compensation and oversight of the Company’s executive remuneration plans, policies and programs.

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Identify and recommend to the Board individuals qualified to serve as directors of the Company.

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Advise the Board with respect to the size, structure, composition, and functioning of the Board and its committees. Review the corporate governance principles and recommend changes to the Board as appropriate.

•

Oversee the evaluation of the Board and management performance.

•

See also “Compensation Discussion and Analysis” for information regarding the processes and procedures followed by the Remuneration Committee in considering and determining executive compensation.

The members of the Remuneration Committee are Ms. Andrada, Ms. Capel, Mr. Lee and Mr. Michaels. Ms. Capel is the Chair of our Remuneration Committee. Our Board has affirmatively determined that Ms. Andrada and Messrs. Lee and Michaels meet the definition of “independent director” for purposes of serving on the Remuneration Committee under the corporate governance standards of Nasdaq. All members of our Remuneration Committee are “non-employee” directors as defined in Rule 16b-3(b)(3) under the Exchange Act. Mr. Lee has notified the Company of his intent to resign at the expiration of his current term.

The Remuneration Committee held five meetings in 2021.

Remuneration Committee Interlocks and Insider Participation

No member of our Remuneration Committee is or has been one of our officers or employees, and none has any relationships with us of the type that is required to be disclosed under Item 404 of Regulation S-K. None of our executive officers serves or has served as a member of the Board, compensation committee or other board committee performing equivalent functions of any entity that has one or more executive officers serving as one of our directors or on our Remuneration Committee.

 

 

14  |  Krispy Kreme, Inc.

CORPORATE GOVERNANCE PRACTICES

The Board’s Oversight Responsibilities

 

The Board’s Oversight Responsibilities

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

 

•

The Board has a majority of independent and non-employee directors. The 13-member Board currently has seven independent directors. Six of the 12 director nominees are independent under Nasdaq’s listing rules, and 11 of the 12 director nominees are non-employee directors. All of the Company’s directors are elected annually.

When Mr. Lee’s term ends at the Annual Meeting, the Board will have six independent directors. Per NASDAQ requirements we will be required to have a majority of independent directors within 180 days of the Annual Meeting. The Remuneration Committee will evaluate options to achieve compliance within the required period.

•

The Board’s Audit Committee is composed solely of independent directors. The Audit Committee is composed solely of independent directors. The committee provides independent oversight of management.

•

The Board’s non-employee directors and independent directors meet regularly in executive session. The non-employee directors meet regularly in executive session without management present and, consistent with Nasdaq listing rules, the independent directors also meet regularly in executive session. These sessions are chaired by the Lead Director.

Board Oversight of Risk

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 Board primarily oversees matters related to strategic and operational risk. The Audit Committee oversees matters of financial, legal and compliance risk, including cybersecurity risk. The Remuneration Committee addresses risks related to compensation and other talent-related matters, as well as risks associated with Board independence and governance. Committees report to the full Board regarding their respective considerations and actions.

Board Oversight of Corporate Responsibility & ESG

The Board oversees KKI’s corporate responsibility strategy and sets the tone for the Company’s commitment to act responsibly and be a force for positive impact. The full Board approves long-term goals and commitments under our focus areas of People, Community, and Planet. KKI executive leaders help guide and develop these corporate responsibility programs and provide regular updates to the Board on progress against our goals. Focus areas for the Board in 2021 included, among other things, diversity and inclusion, equity and access, human rights, community engagement, responsible sourcing and packaging, and energy use and greenhouse gas emissions.

We are committed to transparency and information sharing in corporate responsibility and other “ESG” topics that impact our Company. Our corporate responsibility and ESG efforts can be found at https://krispykreme.com/sustainability.

Board and Committee Evaluations

The Board, as well as each committee, will conduct 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 verbatim 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 take concrete steps to improve our policies, processes, 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 honesty, trustworthiness, integrity, dependability and respect. The Board has adopted a Code of Conduct that applies to all employees, officers and directors. All employees and all Board members are required to participate in annual Code of Conduct training and certifications.

 

 

2022 Proxy Statement  |  15

CORPORATE GOVERNANCE PRACTICES

Code of Conduct

 

Our Code of Conduct is posted on our website at https://investors.krispykreme.com/static-files/51fd1f5a-9ffc-402a-bedb-cf35308c0af3. 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 senior financial officers, including the chief executive officer, either by posting such information on our website at https://investors.krispykreme.com/corporate-governance or by filing a Current Report on Form 8-K with the SEC.

Certain Relationships and Related Party Transactions

In addition to the director and executive officer compensation arrangements discussed below in the section entitled “Compensation Discussion and Analysis,” this section describes transactions, or series of related transactions, since January 1, 2018 to which we were a party or will be a party, in which:

 

•

the amount involved exceeded or will exceed $120,000; and

•

any of our directors, executive officers or beneficial owners of more than 5% of any class of our common stock (each, a “5% Holder”), or any members of the immediate family of and any entity affiliated with any such person, had or will have a direct or indirect material interest.

Arrangements with JAB Related Persons

JAB beneficially owns approximately 45.0% of our common stock. We have negotiated certain arm’s-length commercial arrangements with JAB and certain companies that JAB has controlling investments in which are set forth below:

License, Distribution and Supply Agreements

Keurig Dr Pepper Inc. (“KDP”), an affiliated company of JAB, licenses the Krispy Kreme trademark for the Company in the manufacturing of portion packs for the Keurig brewing system. KDP also sells beverage concentrates and packaged beverages to Krispy Kreme for resale through Krispy Kreme’s shops. Licensing revenues from KDP were $1.9 million, $1.9 million and $2.4 million for the fiscal years ended January 2, 2022, January 3, 2021, and December 29, 2019, respectively.

Tax Sharing Arrangements

We are also party to certain tax sharing arrangements, (the “Tax Matters Agreement”), entered into in December 2018 with JAB and certain of its affiliates. The Tax Matters Agreement governs the parties’ respective rights, responsibilities and obligations with respect to tax liabilities and entitlement to refunds thereof, allocate responsibility for, and cooperation in, the filings of tax refunds and provide for certain other matters relating to taxes. In connection with tax sharing arrangements with JAB and other JAB portfolio companies, the Company had a $7.4 million related party receivable from JAB and a $15.3 million related party payable to the other JAB portfolio companies offset by a $15.3 million income tax receivable due from taxing authorities as of January 3, 2021. No related party receivable nor related party payable was due to JAB or other JAB portfolio companies as of January 2, 2022. The related party receivable amounts were presented within Taxes receivable on the Consolidated Balance Sheet as of January 3, 2021.

Related Party Notes

The Company was party to a senior unsecured note agreement (“the original agreement”) with KK GP for an aggregate principal amount of $283.1 million. In April 2019, the Company entered into an additional unsecured note with KK GP for $54.0 million (such notes together, the “Related Party Notes”). As of January 3, 2021, the outstanding amount of principal and interest was $344.6 million. In June 2021, the Related Party Notes were repaid in full in an aggregate amount of $355.0 million with a portion of the KKHI pro rata dividend, which was paid from the proceeds from the Term Loan Facility (defined below). The interest expense for the fiscal years ended January 2, 2022, January 3, 2021, and December 29, 2019 was $10.4 million, $22.5 million and $21.9 million, respectively.

Capital Contributions

On April 9, 2021, the Company received $144.1 million in capital contributions from JAB and certain minority interest investors.

 

 

16  |  Krispy Kreme, Inc.

CORPORATE GOVERNANCE PRACTICES

Certain Relationships and Related Party Transactions

 

JAB Notice Agreement

On March 14, 2022, KKI entered into a letter agreement (the “Notice Agreement”) with JAB Indulgence B.V., a private limited liability company organized under the laws of the Netherlands (“JAB Indulgence”), and JAB. JAB beneficially owns approximately 45% of the Company’s common stock. The Notice Agreement, among other things, (i) requires JAB to provide notice at least 30 days prior to an acquisition of voting rights, directly or indirectly, that would exceed 45% of the Company’s total outstanding voting stock, (ii) restricts directors who are JAB employees or designees from involvement in the consideration of such acquisition by the Company’s Board, (iii) permits JAB to enter into future cash-settled total return swap agreements provided that JAB must comply with the 30-day notice requirement before acquiring shares from or entering into a voting arrangement with the counterparty and that JAB does not try to influence the voting decisions of the counterparty. The terms of the Notice Agreement shall remain in effect for one year from the date of signing, subject to extension by JAB in its sole discretion.

Investors’ Rights Agreement

In connection with our initial public offering (the “IPO”), the Company entered into the Investors’ Rights Agreement (the “IRA”) with JAB that, among other things, (i) provides JAB and such holders with customary “demand,” “shelf” and “piggyback” registration rights with respect to shares of our common stock beneficially owned by JAB and such holders following the IPO and (ii) governs certain information rights between JAB and the Company pursuant to which the Company shall provide JAB the following, which shall be treated as confidential information by JAB: (w) copies of the Company’s management’s monthly financial review reports, (x) the consolidated financial results of the Company for each fiscal year, (y) the unaudited consolidated financial results of the Company for each fiscal quarter and (z) such other information related to the Company’s financial condition, business, prospects or corporate affairs as JAB may reasonably request from time to time. The IRA also provides that the Company will pay certain expenses relating to such registrations and indemnify the registration rights holders against (or make contributions in respect of) certain liabilities which may arise under the Securities Act. The registration rights granted pursuant to the IRA may be assigned by JAB to any person or entity who subsequently obtains registrable securities from JAB or any of its affiliates.

Term Loan Facility

On June 10, 2021, our former wholly owned (excluding certain management equity interests) subsidiary, Krispy Kreme Holdings, Inc. (“KKHI”) entered into a term loan credit agreement, as borrower, with JPMorgan Chase Bank, N.A., as administrative agent, and Morgan Stanley Senior Funding, Inc. and Santander Bank, N.A., as joint lead arrangers and joint bookrunners (the “Term Loan Facility”). On June 17, 2021, we borrowed $500.0 million under the Term Loan Facility. The borrowings under the Term Loan Facility bore an all-in interest rate of 2.68175%. KKHI used all of the proceeds from the Term Loan Facility in June 2021 to pay a pro rata dividend to the Company and members of its management who, prior to the merger of KKHI into the Company in connection with the IPO (the “ Merger”), beneficially held equity interests in KKHI in an aggregate amount of approximately $457.7 million and $42.3 million, respectively. The Company used approximately $355.0 million of the proceeds from the dividend it received to repay the Related Party Notes and the remaining approximately $102.7 million of the proceeds from such dividend to redeem certain common stock held by its then sole shareholder, KK G.P., an affiliate of JAB. As of January 2, 2022, there was no outstanding principal amount under the Term Loan Facility, as it was paid off in full and terminated on July 7, 2021, primarily using the net IPO proceeds with the difference being partially funded by a drawdown of $100.0 million on the 2019 Facility’s revolving credit facility. The Term Loan Facility would have matured on the earlier of (i) June 10, 2022, and (ii) within four business days following consummation of the IPO. The interest expense was $2.4 million for the fiscal year ended January 2, 2022, which included $1.7 million of debt issuance costs incurred and recognized as expenses.

Financial Advisory Agreement

In September 2019, we entered into a service agreement, replacing a previous agreement, with BDT & Company, LLC (“BDT”), a minority investor in KKI, to provide strategic, financial and structural advice to our wholly owned subsidiary, Krispy Kreme Doughnut Corporation (“KKDC”) in connection with KKDC’s acquisition strategy. The Company recognized expenses of $1.0 million, $1.8 million and $0.1 million related to the service agreements with BDT for the fiscal year ended January 2, 2022, January 3, 2021, and December 29, 2019, respectively.

 

 

2022 Proxy Statement  |  17

CORPORATE GOVERNANCE PRACTICES

Certain Relationships and Related Party Transactions

 

In connection with valuation assistance provided by BDT in preparation for the IPO, the Company incurred costs of $6.3 million that are capitalized in Additional paid-in capital for the fiscal year ended January 2, 2022. No related costs were incurred for the fiscal years ended January 3, 2021 nor December 29, 2019.

Repurchase Agreements with Management

On June 21, 2021, we entered into repurchase agreements with certain of our executive officers pursuant to which we agreed to purchase, using a portion of the net proceeds of the IPO, $20.3 million aggregate amount of our common stock at the price paid by the underwriters in the IPO, (or approximately 1.3 million shares). The number of shares repurchased pursuant to each agreement was tied to fixed aggregate proceeds and based on the price paid by the underwriters to the Company in the IPO, with a maximum number of shares under each agreement equal to the number of RSUs, which were vesting or for which vesting was accelerated for such individual. The shares repurchased were comprised of shares issuable pursuant to outstanding RSUs that were vesting or for which vesting was accelerated in connection with the completion the IPO. Such repurchases were consummated following the IPO. The following table sets forth the number of shares repurchased from each of our NEOs:

 

NEO		Shares       Repurchased		Actual $ Value Received
Michael J Tattersfield		679,333			$	10,884,611
Josh Charlesworth		218,449			$	3,500,092
Andrew Skehan		47,536			$	761,654
Matthew Spanjers		208,219			$	3,336,195
Catherine Tang		38,254			$	612,921
Total		1,191,791			$	19,095,473

Policies and Procedures for Related Person Transactions

Our Board adopted a written statement of policy regarding transactions with related persons (the “Related Person Policy”). Our Related Person Policy requires that a “related person” (as defined in paragraph (a) of Item 404 of Regulation S-K) must disclose to our Chief Legal Officer any “related person transaction” (defined as any transaction that is anticipated to be reportable by us under Item 404(a) of Regulation S-K in which we were or are to be a participant and the amount involved exceeds $120,000 and in which any related person had or will have a direct or indirect material interest) and all material facts with respect thereto. Our Chief Legal Officer will then communicate that information to our Audit Committee, or chair thereof. No related person transaction will be executed without the approval or ratification of our Board or a duly authorized committee of our Board. It is our policy that directors interested in a related person transaction will recuse themselves from any vote on a related person transaction in which they have an interest.

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 and Nasdaq and to furnish us with copies of the reports. Based on our review of such reports and written representations from our directors and officers, we believe that all such filings were timely except for the following: (i) securities were inadvertently omitted from the initial Forms 3 filed on June 30, 2021 for Messrs. Bell, Charlesworth, Deno, Dokmecioglu, Goudet, Lee, Michaels, Pruitt, Skehan, Skena, Spanjers, and Tattersfield and Mses. Capel, Tang, Weese, and Zandhuis; (ii) Forms 4 relating to a disposition of securities on July 6, 2021 for Messrs. Charlesworth, Tattersfield, Skehan, and Skena and Mses. Tang and Zandhuis; and (iii) Forms 4 relating to the acquisition of shares on July 6, 2021 for Mses. Capel and Roberts.

 

 

18  |  Krispy Kreme, Inc.

CORPORATE GOVERNANCE PRACTICES

Stockholder Outreach and Communications with the Board

 

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 https://investors.krispykreme.com/corporate-governance. We will also provide copies of any of these documents to stockholders upon written request to the Corporate Secretary.

 

•

Certificate of Incorporation

•

By-Laws

•

Board Committee Charters

•

KKI Code of Conduct

•

Related Party Transactions Policy

•

Whistleblower Policy

Stockholder Outreach and Communications with the Board

As part of our effort to better understand our stockholders’ perspectives, we regularly engage with our stockholders from time to time, 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 Chairman, the Lead Director or the independent directors on a Board-related issue by sending an email to ir@krispykreme.com or sending a written communication to: Corporate Secretary, Krispy Kreme, Inc., 2116 Hawkins Street, Charlotte, NC 28203. Relevant communications 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. Communications that are unrelated to the duties and responsibilities of the Board will not be forwarded.

 

 

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EXECUTIVE OFFICERS

Set forth below are the names, ages and positions of our executive officers as of the date hereof. As used in this section only, references to “we,” “us,” “our” and “Krispy Kreme” mean, subsequent to May 28, 2021, Krispy Kreme, Inc. and, prior to May 28, 2021, Krispy Kreme Doughnuts Inc.

 

Name		Age				Position
Michael Tattersfield			56			Director, President and Chief Executive Officer
Josh Charlesworth			47			Chief Operating Officer and Chief Financial Officer
Andrew Skehan			61			President, U.S. & Canada
David Skena			51			Chief Brand Officer
Matthew Spanjers			46			Chief Growth Officer
Catherine Tang			54			Chief Legal Officer and Corporate Secretary
Terri L. Zandhuis			53			Chief People Officer
Joey Pruitt			42			Chief Accounting Officer

Michael Tattersfield, age 56, has served as our President and Chief Executive Officer since January 2017 and as one of Krispy Kreme’s directors since September 2016. Prior to joining Krispy Kreme, Mr. Tattersfield served as the Chief Executive Officer and President of Caribou Coffee Company. He previously served as COO of Lululemon and VP and Head of Operations for The Limited Brands and spent 13 years with YUM! Brands in senior executive positions both in general management as well as president of international markets. Mr. Tattersfield holds an MBA from Harvard and a B.S. in Accounting from Indiana University. He currently serves as a member of the Board of Directors of El Tequileño Tequila Company and previously served as a director of Panera Bread Company, Chairman of the Einstein Noah Restaurant Group, Inc., Chairman of the Caribou Coffee Company, Vice Chairman of The Allina Healthcare Organization and Compensation Chair of the PF Chang’s group.

Josh Charlesworth, age 47, has served as our Chief Financial Officer since April 2017 and our Chief Operating Officer since May 2019. He served as our Corporate Secretary from July 2018 to August 2020. Prior to joining Krispy Kreme, Mr. Charlesworth held various leadership positions at Mars, Incorporated. He most recently served as Global Chief Financial Officer of Mars Chocolate from January 2015 to April 2017. Mr. Charlesworth holds a B.Sc. in Economics from the London School of Economics and is a member of the Chartered Institute of Management Accountants.

Andrew Skehan, age 61, has served as our President, U.S. & Canada, since March 2022. He served as our President of North America from November 2017 to March 2022. Prior to joining Krispy Kreme, Mr. Skehan held various leadership positions at Popeyes Louisiana Kitchen (“Popeyes”). He most recently served as President of North America from March 2017 to October 2017 and President of International from March 2015 to March 2017. Prior to the acquisition by Restaurant Brands International, Mr. Skehan led a significant expansion of Popeyes globally. He has also served in senior leadership positions in marketing and operations with Wendy’s, Churchill Downs Incorporated, and PepsiCo Restaurants. Mr. Skehan served as an officer in the U.S. Navy, specializing in Surface Warfare, serving both aboard ship and on the Staff of the Commander in Chief of the Pacific Fleet. He holds an MBA from the University of Rhode Island and a B.S. from the U.S. Naval Academy.

David Skena, age 51, has served as our Chief Brand Officer since March 2022. He served as our Chief Marketing Officer from November 2018 to March 2022. Prior to joining Krispy Kreme, Mr. Skena served as Chief Marketing Officer at Ruby Tuesday from July 2015 to May 2018. Prior to Ruby Tuesday, Mr. Skena was a marketer at PepsiCo where he most recently served as Vice President of Premium and Value Brands, including Stacy’s Pita Chips and Smartfood popcorn, among others. Prior to PepsiCo, he served in brand management at Kraft Foods, Inc. for multiple brands. Mr. Skena holds a B.A. in Economics from Bucknell University, a Graduate Diploma in Economics from the University of East Anglia and an MBA from the Kellogg School of Management at Northwestern University.

Matthew Spanjers, age 46, has served as our Chief Growth Officer since August 2019. He served as our Chief Strategy and Development Officer from April 2017 to August 2019. Prior to joining Krispy Kreme, Mr. Spanjers served as Chief Development Officer with Caribou Coffee Company and Einstein Bros. Bagels Franchise Corporation from February 2016 to April 2017, as well as Chief Development Officer and Senior Vice President Commercial with Caribou Coffee

 

 

20  |  Krispy Kreme, Inc.

EXECUTIVE OFFICERS

 

Company from February 2015 to April 2017. Mr. Spanjers previously worked with McKinsey and Company, a global management consulting firm. Mr. Spanjers holds a B.A. in English Literature from Yale University and an MBA from the Stanford Graduate School of Business.

Catherine Tang, age 54, has served as our Chief Legal Officer since July 2020 and as our Corporate Secretary since August 2020. Prior to joining Krispy Kreme, Ms. Tang held various positions with Yum! Brands, Inc. She most recently served as Vice President and Associate General Counsel of Yum! Brands from January 2017 to July 2020, Chief New Business Development Officer for KFC Global from July 2015 to January 2017, and Chief Legal Officer of KFC Corporation, a subsidiary of Yum! Brands, from August 2009 to July 2015. Ms. Tang holds a J.D. from the Louis D. Brandeis School of Law at the University of Louisville and a B.A. in Economics and Government from the University of Texas at Austin.

Terri Zandhuis, age 53, has served as our Chief People Officer since August 2017. Prior to joining Krispy Kreme, Ms. Zandhuis served as Executive Vice President, Chief People Officer for AOL, a division of Verizon, from July 2015 to September 2016. She served as Vice President, Human Resources for eBay Enterprise, formerly a subsidiary of eBay, from April 2012 to June 2015. She currently serves as Vice Chair of Make-A-Wish Central & Western North Carolina. She also serves as a member of the Board of Trustees of Cannon School, an independent private school located in Concord, North Carolina. Ms. Zandhuis holds a B.A. in Organizational Management from the University of Michigan.

Joey Pruitt, age 42, has served as our Vice President and Chief Accounting Officer since November 2017. He served as Assistant Secretary from May 2018 to November 2021 and as our Corporate Controller from November 2017 to June 2019. Prior to joining Krispy Kreme, Mr. Pruitt served as Vice President, Corporate Controller of Snyder’s Lance, Inc. from March 2017 to October 2017, Vice President, Financial Accounting and External Reporting from March 2016 to March 2017, and Director of External Financial Reporting from August 2011 to March 2016. Mr. Pruitt began his career with PricewaterhouseCoopers, LLP in 2002, holding various roles in the Assurance practice with the most recent role of Audit Senior Manager concluding in 2011. Mr. Pruitt maintains a CPA certification in the state of North Carolina and holds a Master of Science in Accountancy and B.S. in Business Administration from The University of North Carolina at Wilmington.

 

 

2022 Proxy Statement  |  21

 

PROPOSAL 2:

ADVISORY RESOLUTION TO APPROVE EXECUTIVE COMPENSATION

Our Board unanimously recommends that you vote “FOR” the approval of the Advisory Resolution to Approve KKI’s Executive Compensation

As required by Section 14A of the Exchange Act, the Company is asking stockholders to approve an advisory resolution on the Company’s executive compensation as reported in this Proxy Statement. As described in the Compensation Discussion and Analysis section of this Proxy Statement, our 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.

Beginning in 2011, a “say on pay” advisory vote to approve executive compensation has been required for all U.S. public companies under Section 14A of the Exchange Act. Therefore, 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 2022 Annual Meeting:

“RESOLVED, that the stockholders of Krispy Kreme, 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 2022 Annual Meeting of Stockholders.”

Because your vote on this proposal is advisory, it will not be binding on the Board. However, the Company and the Board will consider the outcome of the vote when making future compensation decisions.

 

 

22  |  Krispy Kreme, Inc.

 

COMPENSATION DISCUSSION AND ANALYSIS

Overview of Compensation Philosophy & Objectives

The overriding objective of our compensation programs for our Named Executive Officers (“NEOs”) is to encourage, reinforce and reward delivery of stockholder value.

Our NEOs for fiscal year 2021 are:

 

•

Michael Tattersfield, President and Chief Executive Officer (“CEO”)

•

Joshua Charlesworth, Chief Financial Officer and Chief Operating Officer

•

Andrew Skehan, President, U.S. & Canada

•

Matthew Spanjers, Chief Growth Officer

•

Catherine Tang, Chief Legal Officer and Corporate Secretary

Elements of Compensation

NEO compensation consists of base salary, an annual cash incentive award under our annual bonus program, equity awards under our Long-Term Incentive Plan (“LTIP”), and our unique Executive Ownership Program. We also provide certain limited benefits and perquisites in line with general practice. Variable pay under our bonus program, LTIP and Executive Ownership Program has been, and will continue to be, the most significant element of our NEO compensation program.

 

 

2022 Proxy Statement  |  23

COMPENSATION DISCUSSION AND ANALYSIS

Elements of Compensation

 

The 2021 executive compensation program applicable to our NEOs consisted of the following principal elements:

 

Compensation Element		Method for Establishing its Value		Form of Payment		Who Establishes Objectives and Participation
Base Salary		Compensation market analysis from independent compensation consultant		Cash		Except with respect to his own compensation, the CEO recommends, and the Remuneration Committee approves.
Annual Bonus Pay		Collective performance as defined by the bonus program metrics applicable to each NEO		Cash		Except with respect to his own compensation, the CEO recommends, and the Remuneration Committee approves: (i) NEO participation in the annual incentive program and (ii) corporate metrics. The Remuneration Committee determines performance against corporate metrics.
Long-Term Incentive Plan		Compensation market analysis from independent compensation consultant		RSUs that cliff-vest 4.5 years from the date of the grant; NSOs that vest 60% in year 3, 20% in year 4, and 20% in year 5		Except with respect to his own compensation, the CEO recommends target grant levels for each NEO, and the Remuneration Committee approves target grant levels.
Executive Ownership Program		NEO investment in our common stock		Matching RSUs generally vest 4.5-years from the date of grant. Each award is subject to the NEO’s continued employment with the Company and subject to full or partial forfeiture in the event that the NEO does not achieve and maintain their initial investment in the Company.		Except with respect to his own compensation, the CEO recommends, and the Remuneration Committee approves target investment levels for each NEO.
Benefits and Perquisites		Minor portion of compensation

For the CEO, the Remuneration Committee annually reviews and approves individual and corporate goals and objectives relevant to the CEO’s compensation. The Remuneration Committee also evaluates the CEO’s performance in light of those goals and objectives and sets the CEO’s remuneration level based on this evaluation. In determining the CEO’s compensation, the Remuneration Committee will consider the Company’s financial performance, Including total stockholder return, the value of similar packages for chief executive officers at comparable companies, and historical remuneration levels.

Base Salary

We pay base salaries to provide executives with a secure, fixed base of cash compensation in recognition of individual responsibilities and job performance.

 

 

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COMPENSATION DISCUSSION AND ANALYSIS

Elements of Compensation

 

Salary levels are typically set and reviewed periodically by the Remuneration Committee. Any salary increases are approved by the Remuneration Committee after a comparative analysis of base salaries for similar positions among the market data set provided by the Remuneration Committee’s independent compensation consultant. When determining base salaries, the Remuneration Committee considers external market conditions in addition to total direct compensation targets and personal performance. The Remuneration Committee approved a base salary increase of $100,000 solely for Mr. Tattersfield, effective as of January 1, 2021. No other NEOs received a base salary increase in 2021.

Each NEO’s base salary for fiscal year 2021 was as follows:

 

NEO		2021 Base Salary
Michael Tattersfield			$	1,100,000
Joshua Charlesworth			$	800,000
Andrew Skehan			$	650,000
Matthew Spanjers			$	525,000
Catherine Tang			$	500,000

Annual Bonus Pay

The annual bonus program is a key component of the compensation program for our NEOs. Our bonus program is designed to stimulate achievement of business results by linking performance-based annual cash incentives, up to a pre-established maximum amount, to the achievement of various performance targets. We believe that the annual bonus program encourages, reinforces and rewards delivery of stockholder value by linking annual cash awards with the achievement of quantifiable performance measures.

For 2021, target bonus awards for each NEO were calculated as a percentage of such NEO’s base salary and may be multiplied by a factor ranging from zero to two (2) times such target award based on actual performance of the Company with bonus payout at 100% based on the Company’s achievement of the defined financial performance criteria at the target level.

Plan Design

For 2021, our NEOs participated in either the U.S. and Canada Krispy Kreme Bonus Plan or the Consolidated Bonus Plan. The bonus period for each plan ran from January 4, 2021 through January 2, 2022 and was based on our performance compared to the prior fiscal year based on three metrics: total net sales, adjusted EBITDA and Cash (measured as cash generated during the year through management of certain net working capital accounts, including Accounts Receivable, net, Inventories, and Accounts Payable). We generally define “adjusted EBITDA” as earnings before interest expense, net (including interest payable to related parties), income tax expense/(benefit), and depreciation and amortization, with further adjustments for share-based compensation, other non-operating (income)/expense, strategic initiatives, acquisition and integration expenses, store closure expenses, restructuring and severance expenses and other non-recurring, infrequent or non-core income and cost items.

At the beginning of 2021, award targets were assigned by the Remuneration Committee to each of our NEOs, and the Remuneration Committee specified “Unacceptable,” “Marginal,” “Acceptable,” “Good,” “Very Good,” and “Excellent” levels for each bonus metric. All NEOs are assigned to the Consolidated Bonus Plan, except for Mr. Skehan, who is assigned to the U.S. and Canada Krispy Kreme Bonus Plan. Mr. Skehan is responsible for driving strategic growth and the overall U.S. Krispy Kreme business and therefore is assigned to the U.S. and Canada Krispy Kreme Bonus Plan. The U.S. and Canada Krispy Kreme Bonus Plan is measured on the U.S. and Canada Krispy Kreme operating segment performance.

 

							Krispy Kreme 2021 Bonus Metric Category(1)
NEO		Target as % of Base Salary					Payout Opportunity		Net Sales					Adjusted EBITDA					Cash (millions)
Michael Tattersfield				110	%						22.2	%				32.8	%			$	17.0
Joshua Charlesworth				80	%						22.2	%				32.8	%			$	17.0

 

 

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COMPENSATION DISCUSSION AND ANALYSIS

Elements of Compensation

 

							Krispy Kreme 2021 Bonus Metric Category(1)
NEO		Target as % of Base Salary					Payout Opportunity		Net Sales					Adjusted EBITDA					Cash (millions)
Andrew Skehan				80	%		0%—200%				15.1	%				42.3	%			$	11.6
Matthew Spanjers				80	%		of Target				22.2	%				32.8	%			$	17.0
Catherine Tang				70	%						22.2	%				32.8	%			$	17.0

 

(1)	All goals are based on growth over previous fiscal year. Targets included in the table above represent performance at the level of “Very Good.”

 

2021 Consolidated Bonus Plan Metrics		2021 Bonus Actuals(1)					Performance Level
Net Sales				23.4	%		Very Good
EBITDA				29.2	%		Good
Cash			$	21.7 million			Excellent

 

(1)	Actuals are based on growth over previous fiscal year.

 

2021 U.S. Bonus Plan Metrics		2021 Bonus Actuals(1)					Performance Level
Net Sales				16.1	%		Very Good
EBITDA				27.5	%		Unacceptable
Cash			$	17.3 million			Excellent

 

(1)	Actuals are based on growth over previous fiscal year.

Our bonus awards were calculated and paid in March 2022 after the end of fiscal year 2021, in a single payment (net of any taxes withheld). Our Consolidated Bonus Plan results ranged from “Good” to “Very Good” and “Excellent” across our metrics, resulting in a payout of 150%, which the Remuneration Committee approved. Results in our International and Market Development segments were strong as these markets bounced back from COVID faster and stronger than anticipated. These business segments made up for the profit shortfall in the U.S. & Canada segment, resulting in a consolidated performance of “Good” against the EBITDA target. All markets managed cash well throughout the year causing an “excellent” performance level in the Consolidated Bonus Plan.

Overall, U.S. Krispy Kreme performance resulted in a calculated payout of 0% for the U.S. and Canada Krispy Kreme Bonus Plan due to ending at the bottom of the range for Adjusted EBITDA. The U.S. Krispy Kreme business was negatively impacted versus the Plan by a variety of factors affecting the business as we experienced increased near-term costs such as commodity, labor, and wage pressures and investments and other costs related to Branded Sweet Treats. Despite these challenges, the Krispy Kreme Fresh business was able to achieve many of the overall performance objectives for the year, generating a result that would have yielded a bonus payout. Recognizing the overall performance in a challenging environment, the executive leadership team approved a discretionary payout to serve as acknowledgement of the performance through the ongoing pandemic and macroeconomic challenges, as well as to serve as a retention tool to minimize disruption for ongoing company initiatives.

 

NEO		Target as % of Base Salary					Payout Opportunity					Total Payout ($)
Michael Tattersfield				110	%				150	%			$	1,815,000
Joshua Charlesworth				80	%				150	%			$	960,000
Andrew Skehan				80	%				50	%(1)			$	260,000
Matthew Spanjers				80	%				150	%			$	630,000
Catherine Tang				70	%				150	%			$	525,000

 

(1)	On the U.S. and Canada Krispy Kreme Bonus Plan, the Company did not achieve the Adjusted EBITDA target, but received a 50% discretionary payout as approved by the Remuneration Committee.

Long Term Incentive Plan Equity-Based Compensation

To balance incentives to achieve short-term and long-term success, the compensation program for our NEOs includes the grant of long-term equity-based compensation under the LTIP. We closely align the interests of our NEOs with those of our stockholders by paying a significant portion of total compensation in the form of long-term equity-based incentives. Long-term equity-based compensation, granted in the form of time-vesting restricted stock units

 

 

26  |  Krispy Kreme, Inc.

COMPENSATION DISCUSSION AND ANALYSIS

Elements of Compensation

 

(“RSUs”) and non-qualified stock options (“NSOs”), provides direct alignment between the interests of our NEOs and stockholders. Our executive officers, including our NEOs, received a grant of NSOs under the LTIP in 2021 with a graded vesting schedule where 60% vests on the third anniversary date, an additional 20% vests on the fourth anniversary date, and the final 20% vests on the fifth anniversary date, subject to continued employment with the Company on each vesting date to help ensure long-term retention of key executive talent.

Executive Ownership Program

We strongly believe in encouraging stock ownership by our NEOs. Therefore, in addition to the LTIP, we have designed certain additional equity compensation programs to promote stock ownership and investment in the Company in order to align the interests of our executives with those of our stockholders.

At the time of hire or promotion, executives are offered the opportunity to participate in our Executive Ownership Program (“EOP”), with participation required for all executives at or above the Vice President level. This is generally a one-time opportunity upon achieving eligibility to participate in the EOP, although participants who experience a promotion into a higher level of the EOP program are given an opportunity to increase their investment to the level commensurate with their new title. Executives are assigned both a minimum and maximum investment level and then make an election to purchase shares of our common stock at the specified ownership amount. The executive will then receive a matching award of RSUs (“Matching RSUs”) on a one-for-one basis corresponding to the number of shares elected to be purchased. These Matching RSUs generally have a 4.5-year cliff vesting period tied to continued employment with the Company, and are subject to forfeiture, in whole or in part, if the executive does not own and maintain his or her investment level of our common stock through the applicable vesting date.

Each executive typically has a 1.5-year period to purchase EOP shares to meet his or her commitment amount. At the end of the investment period, if the executive has purchased EOP shares equivalent to his or her commitment amount and continues to hold the EOP shares for the remainder of the vesting period, the executive will retain (and is eligible to vest in) the full number of Matching RSUs awarded. From time to time, the Remuneration Committee may approve the opportunity for the executives to increase their ownership levels through the EOP. The increase is dependent upon board approval and their decision on ownership interest. No discount is offered. These additional investments by the executives do not include Matching RSUs.

Equity Compensation Decisions in Connection with the IPO

In connection with the IPO, certain RSUs issued under the LTIP and EOP and held by our NEOs were accelerated and we used a portion of the net proceeds from the IPO to repurchase shares of our common stock from certain of our NEOs at the price paid by the underwriters. In connection with the dividend paid by KKHI, our NEOs received, with respect to outstanding RSUs, a dividend equivalent in the form of cash or additional RSUs and, with respect to outstanding stock options, the exercise price of the options will be reduced by the amount of the per share dividend.

Loans to Employees

We were party to loans with certain of our employees and officers with an aggregate balance of $18.7 million as of January 3, 2021. Such loans were granted in connection with the purchase of equity in certain of our subsidiaries. Each of such loans for the NEOs were repaid in full prior to the IPO.

Competitive Compensation

For 2021, the Remuneration Committee engaged Frederic W. Cook & Co., Inc. (“FW Cook”), an independent compensation consultant, to advise on the compensation practices and competitive landscape for the compensation of our NEOs. The Remuneration Committee generally reviews and targets between the 50th percentile and 75th percentile of market pay level when assessing executive compensation, but pay decisions are based on a more comprehensive set of considerations such as company performance, individual executive performance, experience, and internal equity assist with reviewing the compensation programs for our NEOs.

Other Benefits and Perquisites

Our NEOs participate in the same benefit plans generally available to our employees. These benefit plans include health insurance, ancillary coverages, life insurance and disability coverage. NEOs receive the same coverage as the rest of our employees. In addition, our CEO is eligible to receive certain car and housing allowances.

 

 

2022 Proxy Statement  |  27

COMPENSATION DISCUSSION AND ANALYSIS

Retirement Plans

 

Retirement Plans

Our NEOs participate in the same 401(k) retirement plan as the rest of our employees.

Employment and Change in Control Arrangements

As a standard practice, the Company does not generally enter into employment agreements or change-in-control agreements with its executive officers. However, an exception was made for Mr. Tattersfield and Mr. Charlesworth, the first two executive hires after our company was acquired by JAB on July 27, 2016.

Except with respect to the CEO’s compensation, the CEO and the Chief People Officer (“CPO”) make recommendations to the Remuneration Committee for the approval of any and all compensation elements. The CPO works with the Remuneration Committee’s independent compensation consultant to provide comparable market data for all compensation elements that are used in making such recommendations.

Additionally, we generally do not provide tax gross ups for our NEOs except in the case of standard relocation benefits available to employees generally. In fiscal year 2021, we did not provide any relocation benefits to any of our NEOs other than Ms. Tang. Also in fiscal year 2021, we provided tax gross ups for company reimbursed expenses incurred to convert EOP loans to third-party loans to Messrs. Tattersfield, Charlesworth and Spanjers and Ms. Tang.

CEO Pay Ratio

As required by Section 953(b) of the Dodd-Frank Act, we are providing disclosure regarding the ratio of the annual total compensation of our CEO, Mr. Tattersfield, to that of our median employee. As a multi-national organization, we have employees operating in several countries. Our objective is to provide competitive compensation commensurate with an employee’s position and geographic location, while also linking compensation to Company and individual performance. To provide context for this disclosure, it is important to understand the scope of our operations. The compensation elements and pay levels of our employees can vary dramatically from country to country based on market trends, cost of living, and cost of labor. These factors, along with fluctuations in currency exchange rates, impact the median employee compensation and the resulting ratio.

Our CEO to median employee pay ratio was calculated in accordance with Item 402(u) of Regulation S-K, and represents a reasonable estimate. To identify the compensation of our median employee, we determined the total compensation paid for each of our employees without applying any cost-of-living adjustments. For an employee paid in a currency other than U.S. dollars, we converted annual compensation into U.S. dollars. Based on this data and process, we determined that our median employee was an hourly employee with annual total compensation in 2021 of $27,278.

With respect to the annual total compensation of our CEO, we used the amount reported in the “Total” column of our 2021 Summary Compensation Table, $23,655,212. Therefore, the ratio of our CEO’s annual total compensation to the Median Employee’s annual total compensation in 2021 was 867 to 1.

The pay ratio as described above involves a degree of imprecision due to the use of estimates and assumptions, but is a reasonable estimate that we calculated in a manner consistent with Item 402(u) of Regulation S-K.

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 January 2, 2022 (through incorporation by reference to this Proxy Statement).

The Remuneration and Nomination Committee

Patricia Capel, Chair

Marissa Andrada

Carl Lee, Jr.

Paul Michaels

 

 

28  |  Krispy Kreme, Inc.

COMPENSATION DISCUSSION AND ANALYSIS

Summary Compensation Table

 

Summary Compensation Table

The following table sets forth information regarding the compensation earned by our NEOs in fiscal year 2021.

 

Name and Principal Position		Year				Salary ($)				Bonus ($)				Stock Awards ($)(1)				Option Awards ($)				Non-Equity Incentive Plan Compensation ($)				All Other Compensation ($)(2)				Total ($)
Michael Tattersfield, President and Chief Executive Officer			2021			$	1,100,000			$	—			$	8,556,242			$	7,582,062			$	1,815,000			$	4,601,908	(3)		$	23,655,212
			2020			$	1,000,000			$	—			$	550,436			$	—			$	1,100,000			$	18,169			$	2,668,605
Joshua Charlesworth, Chief Financial Officer and Chief Operating Officer			2021			$	800,000			$	—			$	2,516,603			$	2,021,912			$	960,000			$	1,470,704	(4)		$	7,769,219
			2020			$	800,000			$	—			$	500,000			$	—			$	640,000			$	11,400			$	1,951,400
Andrew Skehan, President, U.S. & Canada			2021			$	650,000			$	260,000			$	2,013,258			$	1,516,430			$	—			$	237,839	(5)		$	4,677,527
			2020			$	650,000			$	—			$	500,000			$	—			$	665,600			$	11,400			$	1,827,000
Matthew Spanjers, Chief Growth Officer			2021			$	525,000			$	—			$	2,516,603			$	2,021,912			$	630,000			$	1,383,378	(6)		$	7,076,893
			2020			$	525,000			$	—			$	500,000			$	—			$	420,000			$	11,400			$	1,456,400
Catherine Tang, Chief Legal Officer and Corporate Secretary(7)			2021			$	500,000			$	—			$	1,609,349			$	1,010,953			$	525,000			$	273,221	(7)		$	3,918,523

 

(1)

Amounts reflect the full grant-date fair value of restricted stock unit awards and stock options granted during fiscal years 2021 and 2020 computed in accordance with ASC Topic 718. We provide information regarding the assumptions used to calculate the value of all restricted stock unit awards made to executive officers in Note 12 to our audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended January 2, 2022.

 

(2)

The amounts reported in the All-Other Compensation column reflect a cash compensation as part of the legal steps undertaken leading up to the IPO, our wholly owned (excluding certain management equity interests) subsidiary, Krispy Kreme Holdings, Inc. (“KKHI”), merged with and into the Company, with the Company being the surviving entity (the “Merger”). Prior to the merger, KKHI paid a pro rata dividend to KKI and members of its management who, prior to the Merger, beneficially held equity interests in KKHI. Out of the $42.3 million dividend paid to members of management, approximately $8 million was attributable to RSUs that had already vested or vested upon the IPO. The $8 million was treated as a cash dividend equivalent right that was paid upon settlement of the IPO and was included in the cash compensation of the NEOs.

 

(3)

The amount reported in the “All Other Compensation” column relating to Mr. Tattersfield for fiscal year 2021 includes the following: $4,504,528 for the settlement of IPO in cash, $31,301 for tax gross up of company reimbursed expenses incurred to convert EOP loans to third party loans, $983 for personal hotel expenses paid by the Company, $3,578 for personal air travel expenses paid by the Company, $2,838 for group life insurance, $40,510 for interest imputed under U.S. federal tax law related to a pre-IPO loan from the Company, $10,689 for an auto lease, home allowance of $3,214 and home incidentals of $4,267. Mr. Tattersfield was not eligible for a matching contribution under the 401(k) plan for fiscal year 2021. The amounts reported in the All-Other Compensation column for fiscal year 2020 reflect other compensation for Mr. Tattersfield that includes: $10,689 for an auto lease, home allowance of $3,214 and home incidentals of $4,267. Mr. Tattersfield was not eligible for a matching contribution under the 401(k) plan for fiscal year 2020.

 

(4)

The amount reported in the “All Other Compensation” column relating to Mr. Charlesworth for fiscal year 2021 includes the following: $1,426,143 for the settlement of IPO in cash, $6,927 for tax gross up of company reimbursed expenses incurred to convert EOP loans to third party loans, $638 for personal air travel expenses paid by the Company, $1,200 for cell phone allowance, $990 for group life insurance, $17,211 for interest imputed under U.S. federal tax law related to a pre-IPO loan from the Company, $556 for company provided reward for recognition, and $17,038 for company matching contribution under our 401 (k) plan for fiscal year 2021. The amount reported for in the “All Other Compensation” column relating to Mr. Charlesworth for fiscal year 2020 reflects the Company matching contribution under our 401(k) plan for fiscal year 2020.

 

(5)

The amount reported in the “All Other Compensation” column relating to Mr. Skehan for fiscal year 20201 includes the following: $204,418 for the settlement of IPO in cash, $682 for personal air travel expenses paid by the Company, $1,200 for the cell phone allowance, $4,356 for group life insurance, $8,183 for interest imputed under U.S. federal tax law related to a pre-IPO loan from the Company and $19,000 for company matching contribution under our 401(k) plan for fiscal year 2021. The amount reported for in the “All Other Compensation” column relating to Mr. Skehan for fiscal year 2020 reflects the Company matching contribution under our 401(k) plan for fiscal year 2020.

 

(6)

The amount reported in the “All Other Compensation” column relating to Mr. Spanjers for fiscal year 2021 includes the following: $1,344,658 for the settlement of IPO in cash, $5,441 for tax gross up of company reimbursed expenses incurred to covert EOP loans to third party loans, $1,200 for cell phone allowance, $990 for group life insurance, $14,231 for interest imputed under U.S. federal tax law related to a pre-IPO loan from the Company and $16,858 for company matching contribution under our 401(k) plan for fiscal year 2021. The amount reported for in the “All Other Compensation” column relating to Mr. Spanjers for fiscal year 2020 reflects the Company matching contribution under our 401(k) plan for fiscal year 2020.

 

(7)

Ms. Tang joined the Company in July 2020 and was not an NEO in 2020. The amount reported in the “All Other Compensation” column relating to Ms. Tang includes the following: $163,373 for the settlement of IPO in cash, $2,446 for tax gross up of company reimbursed expenses incurred to covert EOP loans to third party loans, $955 for personal hotel expenses paid by the Company, $22,263 for relocation, $6,090 for personal air travel expenses paid by the Company, $1,076 for interest imputed under U.S. federal tax law related to a pre-IPO loan from the Company, $1,518 group life insurance, $75,000 for commuter allowance, and $500 in cell phone allowance. Ms. Tang was not eligible for a matching contribution under the 401(k) plan for fiscal year 2021.

 

 

2022 Proxy Statement  |  29

COMPENSATION DISCUSSION AND ANALYSIS

Grants of Plan-Based Awards

 

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 during fiscal year 2021.

 

							Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1)															All Other Stock Awards: Number of Shares of Stock or Units (#)(2)					ll Other Option Awards: Number of Securities Underlying Options (#)(6)					Exercise or Base Price of Option Awards ($/Sh)					Grant Date Fair Value of Stock and Option Award ($)(7)
Name		Grant Date					Threshold ($)					Target ($)					Maximum ($)
Michael Tattersfield									0				$	1,210,000				$	2,420,000
				4/1/2021																				66,534	(3)													$	1,006,659
				5/1/2021																				498,981	(4)													$	7,549,583
				5/1/2021																									1,242,961				$	14.61				$	7,582,062
Joshua Charlesworth									0				$	640,000				$	1,280,000
				4/1/2021																				33,268	(3)													$	503,345
				5/1/2021																				133,064	(4)													$	2,013,258
				5/1/2021																									331,461				$	14.61				$	2,021,912
Andrew Skehan									0				$	520,000				$	1,040,000
				4/1/2021																				33,268	(3)													$	503,345
				5/1/2021																				99,796	(4)													$	2,013,258
				5/1/2021																									248,595				$	14.61				$	1,516,430
Matthew Spanjers									0				$	420,000				$	840,000
				4/1/2021																				33,268	(3)													$	503,345
				5/1/2021																				133,064	(4)													$	2,013,258
				5/1/2021																									331,461				$	14.61				$	2,021,912
Catherine Tang									0				$	350,000				$	700,000
				3/22/2021																				13,307	(5)													$	200,004
				4/1/2021																				26,614	(3)													$	402,670
				5/1/2021																				66,535	(4)													$	1,006,675
				5/1/2021																									165,730				$	14.61				$	1,010,953

(1)

These columns show the potential value of the payout for each Named Executive Officer under the annual bonus program if the threshold, target, or maximum goals were satisfied with respect to the performance measures set by the Remuneration Committee for fiscal 2021 based on the NEO’s specified Target Cash Bonus Amount. Based on actual performance in fiscal 2021, the cash incentive awards earned under the annual incentive plan were $1,815,000, $960,000, $260,000, $630,000 and $525,000 for Messrs. Tattersfield, Charlesworth, Skehan, Spanjers and Ms. Tang, respectively. The business measurements, performance goals, and salary percentage targets for determining these payouts are described under “Compensation Discussion and Analysis — Elements of Compensation” above.

 

(2)	Represents awards of RSUs.

 

(3)	Provided employment continues through the applicable vesting date, these RSUs cliff vest on October 1, 2025.

 

(4)	Provided employment continues through the applicable vesting dates, these RSUs vest in three installments as follows: 60% on May 1, 2024; 20% on May 1, 2025; and 20% on May 1, 2026.

 

(5)	Provided employment continues through the applicable vesting date, these RSUs cliff vest on April 9, 2025.

 

(6)	Provided employment continues through the applicable vesting dates, these stock options vest in three installments as follows: 60% on May 1, 2024; 20% on May 1, 2025; and 20% on May 1, 2026.

 

(7)	The amounts in this column do not represent amounts the NEOs received or are entitled to receive. Rather, the reported amounts represent the fair value of the awards calculated in accordance with ASC 718 on the applicable grant date.

 

 

30  |  Krispy Kreme, Inc.

COMPENSATION DISCUSSION AND ANALYSIS

Outstanding Equity Awards At Fiscal Year-End

 

Outstanding Equity Awards At Fiscal Year-End

The following table sets forth information regarding unvested equity awards held by each NEO as of the end of fiscal year 2021.

 

		Options Awards															Stock Awards
Name		Number of Securities Underlying Unexercised Options (#) Unexercisable(1)					Option Exercise Price per Share ($)					Option Expiration Date					Number of Shares or Units of Stock That Have Not Vested (#)					Market Value of Shares or Units of Stock That Have Not Vested(2) ($)
Michael Tattersfield				1,242,961					14.61					05/01/2031					—					—
																			8,787	(3)			$	166,250
																			93,050	(3)				1,760,506
																			80,050	(4)				1,514,546
																			7,563	(4)				143,092
																			7,918	(5)				149,809
																			39,293	(6)				743,424
																			66,534	(7)				1,258,823
																			498,981	(8)				9,440,721
Joshua Charlesworth				331,461					14.61					05/01/2031					—					—
																			51,690	(3)			$	977,975
																			44,475	(4)				841,467
																			35,695	(6)				675,349
																			33,268	(7)				629,431
																			133,064	(8)				2,517,571
Andrew Skehan				248,595					14.61					05/01/2031					—					—
																			140,777	(9)			$	2,663,501
																			51,690	(3)				977,975
																			44,475	(4)				841,467
																			35,695	(6)				675,349
																			33,268	(7)				629,431
																			99,796	(8)				1,888,140
Matthew Spanjers				331,461					14.61					05/01/2031					—					—
																			31,014	(3)			$	586,785
																			44,475	(4)				841,467
																			35,695	(6)				675,349
																			33,268	(7)				629,431
																			133,064	(8)				2,517,571
Catherine Tang				165,730					14.61					05/01/2031					—					—
																			29,516	(10)			$	558,443
																			29,322	(10)				554,772
																			13,307	(11)				251,768
																			26,614	(7)				503,537
																			66,535	(8)				1,258,842

 

 

2022 Proxy Statement  |  31