DEF 14A of Keurig Dr Pepper Inc., Apr 26, 2024

DEF 14A of Keurig Dr Pepper Inc.

Filed Apr 26, 2024 · FY20230001193125-24-118204

Open on EDGAR

  1. 2024 Director Nominees

    2024 Director Nominees

  2. 2024 Director Nominees

    | 6 of 11 nominees are independent | 4 of 11 nominees are women | 5 different nationalities | 4.1 years average tenure |

  3. 2024 Director Nominees

    | Name | Principal Occupation | Years of Service | Independent | No. of Current Public Company Boards (including KDP) | Committees & Roles | | Timothy Cofer | Chief Executive Officer of KDP | <1 | | 1 | | | Robert Gamgort | Executive Chairman of KDP | 6 | | 1 | | | Oray Boston | Worldwide President of Trauma, Extremities, Craniomaxillofacial, Sports and Animal Health at DePuy Synthes | 1 | ✓ | 1 | RemCo | | Joachim Creus | Managing Partner and Chief Executive Officer of JAB | 0 | | 3 | | | Olivier Goudet | Senior Investment Advisor of JAB | 6 | | 4 | | | Juliette Hickman | Former Investment Analyst, Capital Group Companies | 3 | ✓ | 2 | Audit | | Paul Michaels | Former Global President of Mars, Inc. | 6 | ✓ | 2 | Lead Director RemCo (Chair) | | Pamela Patsley | Former Executive Chairman and Chief Executive Officer of MoneyGram International, Inc. | 16 | ✓ | 4 | Audit | | Lubomira Rochet | Partner of JAB | 3 | | 4 | | | Debra Sandler | Founder and CEO of Mavis Foods, LLC | 3 | ✓ | 4 | RemCo | | Robert Singer | Former Chief Executive Officer of Barilla Holding S.p.A. | 6 | ✓ | 2 | Audit (Chair) |

  4. Key Executive Compensation Practices

    | § Significant levels of direct investment and long-term stock ownership required for all executives to closely align the interests of executives with those of our stockholders |

  5. Key Executive Compensation Practices

    | § Lengthy vesting periods for all equity awards |

  6. Key Executive Compensation Practices

    | § Independent compensation consultant reporting to the Remuneration and Nominating Committee (the “RemCo”) |

  7. Key Executive Compensation Practices

    | § Double-trigger vesting upon a change of control |

  8. Director Nominees

    Director Nominees

  9. Director Nominees

    | Director since 2024 Chief Executive Officer of KDP 55 years of age No committee memberships Key skills Executive Leadership Consumer Products Strategic and M&A Brand Marketing Digital, Innov. & Tech. Public Company Board | Timothy Cofer Biographical Information: Timothy “Tim” Cofer has served as Chief Executive Officer of KDP and a member of the Board since April 26, 2024. He previously served as KDP’s Chief Operating Officer from November 2023 to April 26, 2024. Mr. Cofer is a seasoned consumer packaged goods executive, with more than 30 years of multinational experience in driving growth, leading transformations and executing significant mergers and acquisitions. His career is highlighted by a track record of creating value and building high-performing teams. Prior to joining KDP, from October 2019 to September 2023, Mr. Cofer was the Chief Executive Officer and a member of the board of directors of Central Garden & Pet Company (Nasdaq: CENT) (Nasdaq: CENTA), a portfolio of brands in the lawn, garden and pet supplies industries, where he oversaw a multi-year period of double-digit revenue and profit growth and a series of strategic acquisitions. Previously, he spent more than 25 years with Mondelēz International, a manufacturer of snack food products, and its predecessor company, Kraft Foods, with responsibility across a wide range of product categories, including coffee, chocolate and packaged food. In Mr. Cofer’s last position as EVP and Chief Growth Officer of Mondelēz International from 2016 to 2019, he was a critical architect behind the company’s successful growth strategy. He previously led several global regions, including as President of Asia Pacific, Middle East & Africa of Mondelēz International and President of Kraft Foods Europe. In his U.S.-focused roles of President of Kraft Pizza Company and President of Oscar Mayer Foods, he oversaw manufacturing and distribution operations, including a nationwide direct store delivery network. He also led the global integration of Kraft and Cadbury, delivering on the merger’s strategic and financial objectives while nurturing a combined high-performing culture. Mr. Cofer holds an MBA from the University of Minnesota and a BA in Economics and Political Science from St. Olaf College. Qualifications: Mr. Cofer has extensive experience as an executive in the consumer packaged goods industry, with a track record of driving growth, leading transformations and executing significant mergers and acquisitions. He has leadership experience in general management, manufacturing and distribution and strategic transactions, among other areas. Other Current Public Company Directorships: None |

  10. Director Nominees

    | 8 | 2024 PROXY STATEMENT | Keurig Dr Pepper Inc. |

  11. Director Nominees

    | Director since 2018 Executive Chairman of KDP 61 years of age No committee memberships Key skills Executive Leadership Consumer Products Strategic and M&A Sustainability/Corp. Resp. Brand Marketing Public Company Board | Robert Gamgort Biographical Information: Robert “Bob” Gamgort serves as Executive Chairman of KDP, and until April 26, 2024, was also our Chief Executive Officer. Prior to his transition to Executive Chairman, he had served as Chief Executive Officer and a member of the Board since the formation of the Company in July 2018, other than a brief period of service as solely Executive Chairman in 2022. Under his leadership, KDP emerged as one of the largest food and beverage companies in the United States, with inclusion in the S&P 500 and Nasdaq 100. He was previously Chief Executive Officer of Keurig Green Mountain following its take-private transaction in 2016. His 35-plus year career in consumer products and entertainment includes positions as Chief Executive Officer of Pinnacle Foods, North American President of Mars, Inc., and President of Major League Baseball Properties, as well as a progression of marketing, sales, strategy and general management roles at General Foods and Kraft Foods. His career has been marked by numerous brand and company turnarounds, innovation and new business creation as well as the highly successful Pinnacle Foods IPO and more than a dozen significant mergers and acquisitions. Mr. Gamgort serves as a Director and Chair of the Compensation Committee for National Veterinary Associates, Inc. (NVA), a leading pet healthcare company. He is also on the Board of Chobani, producer of one of America’s leading yogurt brands as well as dairy- and plant-based creamers, plant-based probiotic drinks and owner of La Colombe, a super premium coffee company. He formerly was a Board member of Wayfair Inc. (NYSE: W), Trustee for Bucknell University, Director for the New Jersey State Employment Training Commission and Trustee for Schiff Natural Lands Trust. Mr. Gamgort holds an MBA in marketing and finance from the Kellogg Graduate School of Management at Northwestern University, a BA in Economics from Bucknell University and studied at the London School of Economics. He has been recognized for his influence in marketing, sports business and the beverage industry, including BEVNET’s “Person of the Year” award in 2018. Qualifications: Mr. Gamgort has extensive senior-level executive experience in the consumer products industry and substantial marketing and general management experience. Mr. Gamgort has significant experience overseeing transformational mergers and integrations. Other Current Public Company Directorships: None |

  12. Director Nominees

    | Keurig Dr Pepper Inc. | 2024 PROXY STATEMENT | 9 |

  13. Director Nominees

    | Director since 2022 Independent 57 years of age Remuneration & Nomination Committee (Member) Key skills Executive Leadership Consumer Products Strategic and M&A Sustainability/Corp. Resp. Brand Marketing Digital, Innov. & Tech. | Oray Boston Biographical Information: Oray B. Boston Jr. is the Worldwide President of TECA + Sports (Trauma, Extremities, Craniomaxillofacial, Sports and Animal Health) for DePuy Synthes, the Orthopaedics Company of Johnson & Johnson, a role he has held since August 2021, and joined KDP’s Board in November 2022. With a focus on driving commercial growth and enhancing customer relationships globally, Mr. Boston leads the TECA + Sports platform, strengthening the leadership position in Trauma, enhancing their position in Extremities, elevating their life-changing offerings in Craniomaxillofacial, and bolstering the critical efforts of their Animal Health business. His previous positions at Johnson & Johnson, a pharmaceutical and medical technologies corporation, include Ethicon President of Global Biosurgery (May 2018 to September 2021), Office of Technology Vice President of Commercialization, Ethicon Vice President of Franchise Operations, Biosurgery Vice President of Sales & Marketing, and OTC Vice President of Sales Strategy. Mr. Boston holds a Bachelor of Science in Industrial Engineering from the University of Southwest Louisiana and a master’s degree from the University of Pennsylvania. He is a member of the CEO Council for Growth of Philadelphia. Qualifications: Mr. Boston has expertise in brand and marketing innovation, as well as sales and customer management with key consumer-packaged goods retailers, developed through over 30 years of experience in operations, sales, marketing and other roles at global companies. In addition, Mr. Boston has experience with P&L management. Other Current Public Company Directorships: None | | Director nominee Managing Partner and Chief Executive Officer of JAB 47 years of age No committee memberships Key skills Executive Leadership Consumer Products Strategic and M&A Finance & Accounting Sustainability/Corp. Resp. Public Company Board | Joachim Creus Biographical Information: Joachim Creus is a Managing Partner and the Chief Executive Officer and Vice Chairman of JAB Holding Company, one of our largest stockholders. Mr. Creus has been nominated for election by the Company’s stockholders at the Annual Meeting. Mr. Creus has held a number of executive officer roles at several JAB holding entities. He served as a Managing Partner of JAB from October 2021 to January 2024 and as a Senior Partner of JAB from April 2019 to October 2021. He is currently a member of the board of directors of Coty Inc., JDE Peet’s N.V. and several JAB controlled companies. Previously, Mr. Creus held various legal- and tax-related positions at Siemens, Rödl & Partner and Tiberghien Lawyers. Mr. Creus holds several degrees from KU Leuven and an LL.M. in international tax law from Vienna University of Economics and Business. Qualifications: Mr. Creus has nearly two decades of experience in managing complex transactions and legal and tax matters in law firm, corporate and fund environments, including deal structuring, financing, contract negotiation and antitrust matters. His extensive work experience in Europe, Asia and North America contributes to his perspective on business, tax and law. Other Current Public Company Directorships: Coty Inc., JDE Peet’s N.V. |

  14. Director Nominees

    | 10 | 2024 PROXY STATEMENT | Keurig Dr Pepper Inc. |

  15. Director Nominees

    | Director since 2018 Senior Investment Advisor of JAB 59 years of age No committee memberships Key skills Executive Leadership Consumer Products Strategic and M&A Finance & Accounting Public Company Board | Olivier Goudet Biographical Information: Olivier Goudet is a Senior Investment Advisor at JAB Holding Company and was previously its Managing Partner and Chief Executive Officer from 2012 to November 2023. He has been on KDP’s Board since the formation of the Company in July 2018. With extensive financial expertise and senior executive experience, Mr. Goudet has a strong track record of leading strategic acquisitions, driving revenue growth and leading governance as a director of several public companies. He serves as Chairman of the Board of JDE Peet’s N.V., Pret A Manger and Krispy Kreme, Inc. He is also on the Boards of Panera Brands; NVA, a pet healthcare company; Coty Inc.; Pret Parent Holding Limited; Bally International and Sages S.A.S. Previously, Mr. Goudet served as Chairman of the Board of Anheuser-Busch InBev SA/NV and was Executive Vice President and Chief Financial Officer of Mars, Inc. 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. Qualifications: Mr. Goudet has 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. Mr. Goudet has a strong track record leading strategic acquisitions and integrations and driving revenue growth, along with significant global experience in the consumer-packaged goods and coffee industries. Other Current Public Company Directorships: Coty Inc., JDE Peet’s N.V., Krispy Kreme, Inc. | | Director since 2021 Independent 50 years of age Audit and Finance Committee (Member) Key skills Strategic and M&A Finance & Accounting Sustainability/Corp. Resp. Public Company Board | Juliette Hickman Biographical Information: Juliette Hickman served as an investment analyst at the Capital Group Companies, an investment management company, from 1998 to 2020, with exposure to a broad range of industries on a global basis and specific expertise and focus on the global beverage industry. She joined KDP’s Board in January 2021. Throughout her career, Ms. Hickman has gained extensive expertise in corporate strategy, valuation, mergers and acquisitions, financial analysis and risk assessment. She is on the Board of Waldencast Plc and an advisor to Jove Island Capital. Ms. Hickman holds a Bachelor of Arts degree in Politics and Public Administration from Nottingham Trent University and a Postgraduate Certificate in Sustainable Business from the Cambridge Institute of Sustainability Leadership (CISL). Qualifications: Ms. Hickman has extensive experience in the beverage industry, and her exposure to a broad range of industries on a global basis from the perspective of an analyst allows her to provide unique stockholder insights. Ms. Hickman has more than 20 years of investing experience and expertise in corporate strategy, valuation, mergers and acquisitions, financial analysis and risk assessment. Other Current Public Company Directorships: Waldencast plc |

  16. Director Nominees

    | Keurig Dr Pepper Inc. | 2024 PROXY STATEMENT | 11 |

  17. Director Nominees

    | Director since 2018 Lead Independent Director 72 years of age Remuneration & Nomination Committee (Chair) Key skills Executive Leadership Consumer Products Strategic and M&A Sustainability/Corp. Resp. Brand Marketing Public Company Board | Paul Michaels Paul Michaels served as Global President of Mars, Incorporated from 2004 to 2015, leading the company through a time of record growth, with revenue more than doubling and profit dramatically increasing. He has been on KDP’s Board since July 2018 and currently serves as Lead Director and Chair of the RemCo. His extensive career highlights include launching, building and growing some of today’s most well-known global brands. Mr. Michaels has a focus on operational efficiency and effectiveness developed through decades of executive experience with complex multi-national consumer product organizations. Before joining Mars, Mr. Michaels spent 15 years in leadership positions at Johnson & Johnson, supporting the company’s international expansion and responsible for the growth of many of the company’s flagship brands. He began his career at The Procter & Gamble Company. Mr. Michaels is on the Board of Directors of Krispy Kreme, Inc. and is a former member of Coty Inc.’s Board. He holds a bachelor’s degree from the University of Notre Dame. Qualifications: Mr. Michaels has expertise and creativity in launching, building and supporting global brands in the consumer products industry. Mr. Michaels has a focus on operational efficiency and effectiveness developed through his extensive executive experience with complex multinational consumer product organizations such as Mars and Johnson & Johnson. Other Current Public Company Directorships: Krispy Kreme, Inc. | | Director since 2018 Independent 67 years of age Audit and Finance Committee (Member) Key skills Executive Leadership Strategic and M&A Finance & Accounting Brand Marketing Digital, Innov. & Tech. Public Company Board | Pamela Patsley Biographical Information: Pamela “Pam” Patsley served as the Executive Chairman of MoneyGram International, Inc., a payments and money transfer company, from 2016 to 2018 and as its Executive Chairman and Chief Executive Officer from 2009 to 2015. She has been on KDP’s Board since the Company was created in July 2018, having previously served on the Board of Dr Pepper Snapple Group. Ms. Patsley has extensive management experience at multinational companies. Prior to MoneyGram International, she held positions as Senior Executive Vice President of First Data Corporation, President of First Data International, and President and Chief Executive Officer of Paymentech, Inc. before its acquisition by First Data. She serves on the Boards of Texas Instruments Incorporated, Hilton Grand Vacations, Inc. and Payoneer Global Inc. She was previously on the Boards of ACI Worldwide, Inc., Molson Coors Brewing Company, Pegasus Solutions, Inc., and Paymentech, Inc. She holds a degree in accounting from the University of Missouri. Qualifications: Ms. Patsley has extensive management experience at multiple multinational companies and a deep understanding of audit, financial control and technology matters. Ms. Patsley has extensive public company board and corporate governance experience. Other Current Public Company Directorships: Hilton Grand Vacations, Inc., Texas Instruments Incorporated, Payoneer Global Inc. |

  18. Director Nominees

    | 12 | 2024 PROXY STATEMENT | Keurig Dr Pepper Inc. |

  19. Director Nominees

    | Director since 2021 Partner of JAB 46 years of age No committee memberships Key skills Executive Leadership Consumer Products Brand Marketing Digital, Innov. & Tech. Public Company Board | Lubomira Rochet Biographical Information: Lubomira Rochet has been a Partner at JAB Holding Company since June 2021 and joined KDP’s Board in April 2021. Over the course of her career, she has a strong track record of driving growth through digital leadership and consumer engagement and has extensive expertise in digital transformation, e-commerce and direct-to-consumer selling. From 2014 to 2021, Ms. Rochet was the Chief Digital Officer and a member of the Executive Committee at L’Oréal, a cosmetics company, where she led the beauty giant’s marketing and commercial pivot to a digital-first company. Before that, she served as Deputy CEO of Valtech. She has also held leadership positions at Microsoft, where she led Innovation and Start-ups in France, and at Sogeti, a branch of the Capgemini Group, where she was Vice President of Strategy and Development. Ms. Rochet is a director of Coty Inc.; Societe Generale, a leading European bank; Brandtech Group, a technology company; Alan, a digital health insurance company; Gardyn, a food produce technology company; Espresso House Holding, AB; NVA, a pet healthcare company; Panera Brands; Pret Parent Holding; Independence Pet Holdings, Inc.; Pinnacle Pet Group Limited; and Bally International. Ms. Rochet previously served on the board of directors of Krispy Kreme, Inc. She holds a degree from Ecole Normale Supérieure in Paris, Sciences Po Paris, and the College of Europe in Bruges (Belgium). Qualifications: Ms. Rochet has deep expertise in digital marketing, ecommerce, direct-to-consumer selling and the use of data, technology and innovative business models. Ms. Rochet brings to the Board a recognized digital transformation track record, significant knowledge of the consumer goods industry and unique perspectives on driving growth through digital leadership and consumer engagement. Other Current Public Company Directorships: Societe Generale, Coty Inc. |

  20. Director Nominees

    | Keurig Dr Pepper Inc. | 2024 PROXY STATEMENT | 13 |

  21. Director Nominees

    | Director since 2021 Independent 64 years of age Remuneration & Nomination Committee (Member) Key skills Executive Leadership Consumer Products Finance & Accounting Sustainability/Corp. Resp. Brand Marketing Public Company Board | Debra Sandler Biographical Information: Debra Sandler is the Founder and CEO of Mavis Foods, LLC, a food company focusing on direct-to-consumer sales, and President and Chief Executive Officer of consulting firm La Grenade Group, LLC. She has been on KDP’s Board since March 2021. Ms. Sandler has extensive experience in the consumer-packaged goods industry and a deep understanding of consumer behavior and the evolving retail landscape. She previously served as Chief Health and Wellbeing Officer at Mars, Incorporated and Chief Consumer Officer and President of Mars Chocolate North America. She also held senior leadership positions with Johnson & Johnson, including as Worldwide President for McNeil Nutritionals LLC, and spent more than a decade with PepsiCo, Inc. Ms. Sandler serves on the Board of Archer-Daniels-Midland Company, Dollar General Corporation and Gannett Co., Inc. She is also a member of the Board of Advisors for Pharmavite, LLC, a wholly owned subsidiary of Otsuka Pharmaceuticals, and a trustee for Hofstra University. Ms. Sandler is a regular speaker on topics such as diversity and inclusion, multicultural business development and health and wellbeing in the consumer packaged goods industry. She holds a bachelor’s degree from Hofstra University and a master’s degree in Marketing from New York University. Qualifications: Ms. Sandler has an extensive understanding of consumer behavior and the evolving retail environment, including valuable e-commerce and strategic planning experience. Ms. Sandler has a proven record of creating, building, enhancing, and leading well-known consumer brands as a result of the leadership positions she has held with Mars, Johnson & Johnson and PepsiCo. Other Current Public Company Directorships: Archer-Daniels-Midland Company, Dollar General Corporation, Gannett Co., Inc. | | Director since 2018 Independent 72 years of age Audit and Finance Committee (Chair) Key skills Executive Leadership Consumer Products Strategic and M&A Finance & Accounting Public Company Board | Robert Singer Biographical Information: Robert “Bob” Singer is the former Chief Executive Officer of Barilla Holding S.p.A., an Italian food company, and has been on KDP’s Board since the Company formed in July 2018. Mr. Singer currently serves as Chair of the Audit and Finance Committee. Mr. Singer’s career includes executive experience in operations and finance as well as numerous Board of Director roles for various public companies. Previous positions include President and Chief Operating Officer of Abercrombie and Fitch Co. and Chief Financial Officer at Gucci Group N.V. Mr. Singer currently serves on the Boards of Coty Inc., Panera Brands, Swarovski International Holding and Bally International. He was previously on the Boards of Tiffany & Co., Gianni Versace S.p.A., Jimmy Choo PLC and Mead Johnson Nutrition. Mr. Singer holds a bachelor’s degree from Johns Hopkins University, a master’s degree from the University of California, Irvine, and a master’s degree in Accounting from New York University. Qualifications: Mr. Singer has extensive operating, financial and executive experience as a former chief executive officer. Mr. Singer has financial acumen developed through his extensive executive experience and significant public company board experience (including audit chair experience). Other Current Public Company Directorships: Coty Inc. |

  22. Director Nominees

    | 14 | 2024 PROXY STATEMENT | Keurig Dr Pepper Inc. |

  23. Director Nominees

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

  24. Director Compensation

    Director Compensation Our non-employee director compensation program is guided by three goals: compensation should fairly pay directors for work required in a company of our size and scope; compensation should align directors’ interests with the long-term interests of stockholders; and the structure of the compensation should be easy for stockholders to understand. The Board believes that a director’s total compensation should include a significant equity component because it believes that this more closely aligns the long-term interests of directors with those of stockholders and provides a continuing incentive for directors to foster the Company’s success. In furtherance of these goals, our non-employee directors are bound by an equity ownership requirement of at least five times the annual cash retainer for a director. Directors’ compensation is determined by the Board, and the RemCo makes recommendations to the Board based on periodic benchmarking assessments and advice received from FW Cook, its independent compensation consultant. While director compensation was unchanged from fiscal 2022 to fiscal 2023, in 2023, the Board approved an increase of $10,000 to the annual equity award granted to all directors and an increase of $5,000 to the annual cash retainer for all directors, effective beginning in fiscal 2024, in each case to maintain alignment with market practices for a company of our size and scope.

  25. Summary of 2023 Compensation Elements

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

  26. Non-Employee Director Compensation for Fiscal 2023

    Non-Employee Director Compensation for Fiscal 2023 The following table contains information with respect to the annual compensation of our non-employee directors earned during 2023 with respect to their Board service:

  27. Non-Employee Director Compensation for Fiscal 2023

    | Name | Fees Earned Or Paid In Cash ($)(1) | Stock Awards ($)(2)(3) | Total ($) | | Oray Boston | $96,250 | $147,676 | $243,926 | | Michael Call(4) | 52,500 | 147,676 | 200,176 | | Olivier Goudet | 105,000 | 147,676 | 252,676 | | Peter Harf | 105,000 | 147,676 | 252,676 | | Juliette Hickman | 105,000 | 147,676 | 252,676 | | Paul Michaels | 175,000 | 147,676 | 322,676 | | Pamela Patsley | 105,000 | 147,676 | 252,676 | | Lubomira Rochet | 105,000 | 147,676 | 252,676 | | Debra Sandler | 105,000 | 147,676 | 252,676 | | Robert Singer | 145,000 | 147,676 | 292,676 | | Larry Young | 105,000 | 147,676 | 252,676 |

  28. Non-Employee Director Compensation for Fiscal 2023

    | (1) The amounts reported in this column reflect cash retainers paid in 2023. The directors are paid their cash retainers quarterly in arrears. |

  29. Non-Employee Director Compensation for Fiscal 2023

    | (2) The amounts reported in this column reflect the grant date fair value associated with restricted stock units (“RSUs”) granted to each director and are computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 718, Stock Compensation (“ASC 718”). In accordance with ASC 718, the amounts reported in this column are lower than the face value of the awards when approved because the RSUs do not accrue or otherwise participate in the Company’s dividends prior to vesting. Even though the RSUs may be forfeited, the amounts reported do not reflect this contingency. |

  30. Non-Employee Director Compensation for Fiscal 2023

    | (3) The following table shows the aggregate number of outstanding RSUs for each non-employee director as of December 31, 2023. Mr. Call was no longer serving as a Company director as of December 31, 2023 and held no outstanding unvested KDP equity awards as of such date. |

  31. Non-Employee Director Compensation for Fiscal 2023

    | Name | KDP RSUs | | Oray Boston | 4,826 | | Michael Call | — | | Olivier Goudet | 27,429 | | Peter Harf | 27,429 | | Juliette Hickman | 14,326 | | Paul Michaels | 27,429 | | Pamela Patsley | 27,429 | | Lubomira Rochet | 11,385 | | Debra Sandler | 11,385 | | Robert Singer | 27,429 | | Larry Young | 27,429 |

  32. Non-Employee Director Compensation for Fiscal 2023

    | (4) Mr. Call resigned from the Board effective March 2, 2023. During the period he served, Mr. Call was an officer of Mondelēz International, Inc. (“Mondelēz”) and served on the Board of KDP as a nominee of Mondelēz. Mr. Call agreed that he would not receive any separate compensation for serving as a director of KDP and would transfer to Mondelēz any director compensation he received from KDP, including any shares issued upon settlement of any RSUs. |

  33. Non-Employee Director Compensation for Fiscal 2023

    | Keurig Dr Pepper Inc. | 2024 PROXY STATEMENT | 21 |

  34. Non-Employee Director Compensation for Fiscal 2023

    Our executive officers are as follows:

  35. Non-Employee Director Compensation for Fiscal 2023

    | Executive Officers | Age | Position | | Andrew Archambault | 50 | President, U.S. Refreshment Beverages | | Timothy Cofer | 55 | Chief Executive Officer | | Mary Beth DeNooyer | 53 | Chief Human Resources Officer | | Robert Gamgort | 61 | Executive Chairman | | Roger Johnson | 45 | Chief Supply Chain Officer | | Patrick Minogue | 49 | President, U.S. Coffee | | Monique Oxender | 48 | Chief Corporate Affairs Officer | | Sudhanshu Priyadarshi | 47 | Chief Financial Officer and President, International | | Karin Rotem-Wildeman | 52 | Chief Research & Development Officer | | Anthony Shoemaker | 41 | Chief Legal Officer, General Counsel and Secretary | | Justin Whitmore | 41 | Chief Strategy Officer |

  36. Non-Employee Director Compensation for Fiscal 2023

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

  37. Non-Employee Director Compensation for Fiscal 2023

    | Andrew Archambault | President, U.S. Refreshment Beverages | | Andrew Archambault has served as our President, U.S. Refreshment Beverages since November 2023. He leads all aspects of the business unit including marketing, fountain food service, concentrate sales, and our nationwide direct store delivery (DSD) network. Prior to this appointment, Mr. Archambault served as President, Commercial & Beverage Concentrates beginning in August 2022, where he led full-portfolio business planning, national account management and sales execution and all enterprise commercial functions as well as fountain food service and cola-affiliated bottlers and distributors. He was previously our Chief Customer Officer from January 2021 to August 2022 and our Senior Vice President of National Retail Sales from October 2018 to January 2021. Prior to that, he was Senior Vice President for U.S. Commercial Strategy at Keurig Green Mountain. Before joining Keurig Green Mountain, Mr. Archambault served as Chief Commercial and Customer Officer for The Nature’s Bounty, Co. and as Vice President and Managing Director for Bacardi USA. His career also includes 17 years at The Coca-Cola Company, where he held a variety of sales and corporate roles. Mr. Archambault is an Executive Board and Committee member of the American Beverage Association (ABA) and a member of the Board of Directors of Tractor Beverage Company. He earned undergraduate degrees in Business Management and Political Science from Gettysburg College and an MBA from Georgia State University. | |

  38. Non-Employee Director Compensation for Fiscal 2023

    | Mary Beth DeNooyer | Chief Human Resources Officer | | Mary Beth DeNooyer joined KDP as Chief Human Resources Officer in July 2019. She leads all Human Resources responsibilities including recruitment, talent management and organizational development, compensation and benefits, employee and labor relations, and diversity and inclusion. With nearly 30 years of career experience in food and beverage companies, Ms. DeNooyer has extensive experience in designing and implementing HR processes and programs to support publicly traded companies. Prior to joining KDP, she served as Chief HR Officer at Pinnacle Foods for six years, as Chief Human Resources Officer for Hillshire Brands and held key HR roles at Sara Lee. She spent more than a decade with Pepsi Bottling Group, holding progressive HR leadership roles, and started her career with General Mills. She holds a master’s degree in Industrial and Labor Relations from Cornell University and a bachelor’s degree in Business Administration from Drexel University. | |

  39. Non-Employee Director Compensation for Fiscal 2023

    | 22 | 2024 PROXY STATEMENT | Keurig Dr Pepper Inc. |

  40. Non-Employee Director Compensation for Fiscal 2023

    | Roger Johnson | Chief Supply Chain Officer | | Roger Johnson was named Chief Supply Chain Officer of KDP in October 2022. He is responsible for the Company’s end-to-end supply chain, including manufacturing, procurement, logistics, warehousing, transportation and quality, environment, health and safety. Mr. Johnson joined KDP in 2016 and has held several leadership positions across the supply chain and R&D organizations, including Chief Product Officer for the Keurig brand from September 2021 to October 2022 and Senior Vice President, Global Product Organization and GM Asia from April 2020 to September 2021. In those roles, he established KDP’s global operations center in Singapore, diversified the organization’s brewer manufacturing network across Asia and designed highly successful brewer innovation strategies. With more than 20 years of experience in consumer durables, electronics, food and beverage and automotive industries, Mr. Johnson has held leadership roles in product development, engineering and supply chain for organizations including BISSELL Homecare, Whirlpool Corporation and Ford Motor Company. He holds a bachelor’s and master’s degree in engineering from Purdue University and an MBA from the University of Michigan. | |

  41. Non-Employee Director Compensation for Fiscal 2023

    | Patrick Minogue | President, U.S. Coffee | | Patrick Minogue has served as our President, U.S. Coffee since November 2023, driving the Company’s leadership position in the single-serve coffee category by leading Keurig system strategy, brand marketing, direct-to-consumer, digital products, away-from-home and partner management. He was previously Senior Vice President and GM of Coffee Operations for KDP from June 2023 to November 2023, Senior Vice President, Digital and Keurig System Strategy from January 2023 to June 2023 and Senior Vice President, Keurig Experience from November 2020 to December 2022, among other roles. Since joining the Company in 2015, Mr. Minogue has leveraged his background in technology and marketing, and his more than fifteen years of beverage industry experience, to enhance KDP’s consumer-facing capabilities. He has played a key role in the innovation and growth of the Keurig system, including the successful launch of connected brewers, the strategy and products that are capturing iced and specialty coffee occasions, and the ongoing growth of KDP’s leading e-commerce platforms, including Keurig.com. Prior to joining KDP, Mr. Minogue served as Vice President of Customer Marketing for Bacardi USA, where he led a transformation of commercial and channel strategy capabilities. He had previously spent five years as a brand marketer, working on some of the largest brands at Molson Coors Beverage Company (then MillerCoors). Mr. Minogue began his career with commercial roles in the technology industry. He holds an MBA from Georgetown University and a bachelor’s degree from Harvard University. | |

  42. Non-Employee Director Compensation for Fiscal 2023

    | Monique Oxender | Chief Corporate Affairs Officer | | Monique Oxender has served as KDP’s Chief Corporate Affairs Officer since November 2023 and served as our Interim Chief Corporate Affairs Officer from August 2023 until November 2023, leading KDP’s sustainability, government affairs, corporate communications and internal communications work. She was previously KDP’s Senior Vice President & Chief Sustainability Officer from November 2014 to August 2023, where she designed and implemented the organizational and strategic framework for the Company’s corporate responsibility platform. Before KDP, Ms. Oxender held management roles with Ford Motor Company, where she designed and managed industry-leading supply chain sustainability programs and served in leadership roles for critical multi-stakeholder collaborations working with industry associations, the United Nations Global Compact, U.S. State Department, Department of Labor and the Organization for Economic Co-operation and Development (OECD). Ms. Oxender serves on the Board of Directors for World Coffee Research. She is a member of the Strategic Advisory Council for The Erb Institute, a partnership between the Ross School of Business and the School for Environment and Sustainability at the University of Michigan. She was previously recognized as one of the Top 100 Leaders in Sustainability by Sustainability Magazine. She holds an MBA and a master’s degree in Resource Ecology from the University of Michigan and dual bachelor degrees from Miami University. | |

  43. Non-Employee Director Compensation for Fiscal 2023

    | Keurig Dr Pepper Inc. | 2024 PROXY STATEMENT | 23 |

  44. Non-Employee Director Compensation for Fiscal 2023

    | Sudhanshu Priyadarshi | Chief Financial Officer and President, International | | Sudhanshu Priyadarshi has served as our Chief Financial Officer since November 2022, with his role expanding to include President, International in November 2023. He leads the Finance, Information Technology organizations and is responsible for KDP’s International Business Segment. A seasoned global finance, strategy and operations executive, Mr. Priyadarshi has more than 25 years of leadership experience in the food and beverage, retail, pharmaceutical and logistics industries. Before KDP, from April 2020 to November 2022, Mr. Priyadarshi was CFO of Vista Outdoor Inc. (NYSE: VSTO), a leading global designer, manufacturer and marketer of outdoor sports and recreation consumer products. Previously, from 2018 to 2019, Mr. Priyadarshi served as CFO of Flexport, a worldwide provider of logistics solutions, where he led all financial operations, Global Real Estate and Insurance P&L. He also held leadership positions at Walmart as Vice President of Finance for the growing U.S. e-commerce and Vice President of Finance and Strategy for the $100 billion General Merchandise and Softline division. Before Walmart, he worked at Cipla as the Global COO and Global Head of Corporate Strategy and Development. He held progressive roles in his 14 years at PepsiCo, including CFO of Global R&D and PepsiCo Global Nutrition Platforms. Mr. Priyadarshi serves on the Board of Directors of Wabash (NYSE: WNC), a world-class manufacturer of advanced engineered solutions and services for the transportation, logistics and distribution industries. He holds a bachelor’s degree in Physics from Tilka Manjhi Bhagalpur University in India and an MBA in Finance from the University of Technology, Sydney. | |

  45. Non-Employee Director Compensation for Fiscal 2023

    | Karin Rotem-Wildeman | Chief Research & Development Officer | | Karin Rotem-Wildeman serves as our Chief Research & Development Officer, leading product development, packaging innovation, flavor technology and associated R&D capabilities. Ms. Rotem-Wildeman joined KDP in January 2023 with over 25 years of leadership experience in product innovation and commercialization for leading global food and beverage companies, including PepsiCo, Nestle and GODIVA Chocolatier, where she was the Global Head of Research and Development from September 2019 to January 2021. Additionally, from January 2021 to December 2022, she was Chief Scientific Officer at the LIVEKINDLY Collective, a plant-based startup with a portfolio of established brands and innovative new products. Ms. Rotem-Wildeman spent 18 years with PepsiCo in global R&D leadership roles across beverages and food, last serving as Senior Vice President, Beverage Regional R&D. During her tenure, she led innovation into emerging white spaces as well as renovation in core categories and oversaw work in process development, strategy, portfolio management and venture capital investment. Ms. Rotem-Wildeman holds a Doctorate in Chemical Engineering from the University of Massachusetts Amherst and a bachelor’s degree in Chemical Engineering from Lehigh University. She currently serves on the department advisory boards of both academic institutions. | |

  46. Non-Employee Director Compensation for Fiscal 2023

    | Anthony Shoemaker | Chief Legal Officer, General Counsel and Secretary | | Anthony Shoemaker has served as our Chief Legal Officer, General Counsel & Corporate Secretary since October 2021. Prior to this appointment, he had been with the Company as Senior Vice President and Assistant General Counsel from April 2020 to September 2021, leading the legal efforts for securities, corporate governance, finance, tax, treasury and mergers and acquisitions. Before KDP, Mr. Shoemaker served as Vice President, Assistant General Counsel and Corporate Secretary at Tenet Healthcare, a healthcare services company, where he held various positions of increasing responsibility from September 2014, including most recently as Assistant General Counsel & Corporate Secretary from May 2018 to April 2020, and was responsible for a broad range of corporate and transactional legal matters. He began his legal career as a corporate attorney at Gibson, Dunn & Crutcher LLP. Mr. Shoemaker holds a Bachelor of Business Administration in Management from Abilene Christian University and received his Juris Doctorate from The University of Chicago Law School. | |

  47. Non-Employee Director Compensation for Fiscal 2023

    | 24 | 2024 PROXY STATEMENT | Keurig Dr Pepper Inc. |

  48. Non-Employee Director Compensation for Fiscal 2023

    | Justin Whitmore | Chief Strategy Officer | | Justin Whitmore has served as our Chief Strategy Officer since March 2021. He is responsible for enterprise strategy, mergers and acquisitions, strategic partnerships, and venture investments. Before joining KDP, from 2017 to 2021, Mr. Whitmore held end-to-end strategy, venture, and general management roles at Tyson Foods, a multinational food company, including Executive Vice President and Chief Strategy & Sustainability Officer. He has also worked extensively with leading consumer packaged goods companies as a management consultant at McKinsey & Company. Mr. Whitmore has previously been named to CNN’s “Risk Takers” list of the top 20 leaders pushing global business forward, featured as an “American Food Hero” by EatingWell magazine and included in Savoy magazine’s Most Influential Black Executives in Corporate America and Black Enterprise magazine’s 300 Most Powerful Executives in Corporate America. Mr. Whitmore serves on the Board of Directors of Nutrabolt, a leader in sports nutrition and better-for-you performance beverages, and Athletic Brewing Co., the market leader in non-alcoholic craft beer, as well as on the Corporate Advisory Board of the University of Notre Dame’s Mendoza College of Business. He earned his bachelor’s degree in Management from the University of Alabama at Birmingham and his MBA from the Mendoza College of Business at the University of Notre Dame. | |

  49. Non-Employee Director Compensation for Fiscal 2023

    | Keurig Dr Pepper Inc. | 2024 PROXY STATEMENT | 25 |

  50. Proposal 2 — Advisory Resolution to Approve KDP’s Executive Compensation

    Proposal 2 — Advisory Resolution to Approve KDP’s Executive Compensation PROPOSAL 2 – ADVISORY RESOLUTION TO APPROVE KDP’S EXECUTIVE COMPENSATION As required by Section 14A of the Exchange Act, the Company is asking stockholders to approve an advisory resolution to approve the Company’s executive compensation as reported in this Proxy Statement. As described in the Compensation Discussion and Analysis section of this Proxy Statement, the Company’s executive compensation programs are designed to attract and retain talent through the alignment of pay and financial interests of our executives with stockholder value creation. We will continue to design and implement our compensation programs and policies in line with this philosophy to promote superior performance results and generate greater value for our stockholders. In accordance with the Exchange Act, and as a matter of good corporate governance, the Company is asking stockholders to approve the following non-binding advisory resolution at the 2024 Annual Meeting: “RESOLVED, that the stockholders of Keurig Dr Pepper Inc. (the “Company”) approve, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the Compensation Discussion and Analysis, compensation tables and the related narrative discussion in the Proxy Statement for the Company’s 2024 Annual Meeting of Stockholders.” Because your vote on this proposal is advisory, it will not be binding on the Board. However, the RemCo and the Board will consider the outcome of the vote when making future compensation decisions. The Board currently holds this “say on pay” advisory vote on an annual basis and expects the next such vote after the 2024 Annual Meeting will be held at the Company’s 2025 Annual Meeting of Stockholders.

  51. Proposal 2 — Advisory Resolution to Approve KDP’s Executive Compensation

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

  52. Proposal 2 — Advisory Resolution to Approve KDP’s Executive Compensation

    | 26 | 2024 PROXY STATEMENT | Keurig Dr Pepper Inc. |

  53. Proposal 2 — Advisory Resolution to Approve KDP’s Executive Compensation

    The Compensation Discussion and Analysis that follows describes our executive compensation philosophy and programs, as well as the RemCo’s compensation-setting process and the 2023 compensation of our named executive officers (“NEOs”). Our NEOs for fiscal 2023 are:

  54. Proposal 2 — Advisory Resolution to Approve KDP’s Executive Compensation

    | Robert Gamgort Executive Chairman, effective April 26, 2024 Chief Executive Officer for 2023 | Sudhanshu Priyadarshi Chief Financial Officer and President, International | Timothy Cofer Chief Executive Officer, effective April 26, 2024 Chief Operating Officer for 2023 |

  55. Proposal 2 — Advisory Resolution to Approve KDP’s Executive Compensation

    | Karin Rotem-Wildeman Chief Research & Development Officer | Andrew Archambault President, U.S. Refreshment Beverages |

  56. Proposal 2 — Advisory Resolution to Approve KDP’s Executive Compensation

    Mr. Gamgort served as the Chief Executive Officer of the Company through April 26, 2024, at which time he transitioned to a role as the Company’s Executive Chairman and Mr. Cofer was promoted from Chief Operating Officer to Chief Executive Officer. Mr. Priyadarshi’s role of Chief Financial Officer was expanded to also include the position of President, International, effective November 6, 2023. Mr. Archambault was promoted from President, Commercial & Beverage Concentrates, to President, U.S. Refreshment Beverages, effective November 6, 2023.

  57. Table of Contents

    | Overview | 27 | | Roles and Responsibilities with Regard to Compensation | 29 | | Peer Group, Market Data and Benchmarking | 30 |

  58. Our Compensation Philosophy & Practices

    | § Encourage, reinforce and reward long-term delivery of stockholder value |

  59. Elements of KDP’s Compensation Program

    | Element | Description | Objective | | Base Salary | Fixed cash paid regularly during the year See page 31 for more information | To attract and retain highly qualified executives by offering salaries that are competitive with market opportunities and that reflect each executive’s position, role, responsibility and experience | | Short-Term Incentive Plan | Variable performance-based cash payment based on achievement of annual performance goals, paid during the first quarter of the subsequent year See page 31 for more information | To motivate and reward executives for meeting challenging, objective performance goals across three categories: growth, profit and cash | | Annual LTIP Awards | Time-based restricted stock units (“RSUs”) that vest over five years See page 32 for more information | To reward performance over the longer term by encouraging focus on the long-term value of our stock while discouraging excessive risk taking to optimize short-term and non-sustainable performance | | Elite Investment Program | Required purchases of significant levels of KDP common stock coupled with a one-for-one matching award of RSUs (“Matching RSUs”) that generally cliff vest in five years See page 33 for more information | To directly align the interests of executives with stockholders by requiring significant personal investment in the Company over an extended period of time |

  60. Competitive Pay Tied Closely to Long-Term Performance

    Competitive Pay Tied Closely to Long-Term Performance To retain the right talent needed to lead our Challenger culture, and to align the interests of our NEOs with our stockholders, a significant portion of executive compensation is tied to Company performance in the form of annual cash incentives and equity awards as well as required participation in our Elite Investment Program. The Elite Investment Program provides an opportunity for executives to realize substantial value when they invest their own funds alongside our stockholders and incentivizes commitment to the long-term performance of the Company. The RemCo generally reviews and targets the 50th percentile market pay level when assessing target annual cash compensation, the 75th percentile when assessing equity compensation, and between the 50th and 75th percentile when assessing total target compensation. We benchmark our compensation against a peer group of companies with which we compete for key talent (the “Compensation Peer Group”), as described more fully below. We also provide certain limited benefits and perquisites that are in line with market practice and typically represent a non-material aspect of compensation for our NEOs.

  61. Competitive Pay Tied Closely to Long-Term Performance

    | 28 | 2024 PROXY STATEMENT | Keurig Dr Pepper Inc. |

  62. Compensation Policies and Governance Practices

    Compensation Policies and Governance Practices Our compensation governance policies further align our executives’ interests with those of our stockholders and are designed to manage risk and follow best practices: Significant stock ownership required. KDP’s Board strongly believes that significant long-term stock ownership by our executives is an important factor in aligning executive and stockholder interests to successfully deliver stockholder value over the long term. All NEOs and other senior executives are subject to a stock ownership requirement and must also participate in the Elite Investment Program, which requires substantial investment in our Company and maintaining that entire investment for at least five years until associated Matching RSUs fully vest. Mr. Gamgort, Mr. Priyadarshi, Mr. Cofer, Ms. Rotem-Wildeman and Mr. Archambault have each made substantial personal investments in KDP stock during their tenures and as of the record date collectively own common stock valued at approximately $150 million. Incentives do not encourage excessive risk taking. In order to assess the risk inherent in the design of our compensation program, the RemCo periodically reviews our plans and programs and has determined that our compensation program is not designed to encourage excessive risk taking. For example, we continue to utilize multiple performance measures under the annual STIP to reduce the risk of over-concentration on a single business or financial metric, while our equity awards generally have five-year vesting periods tied to continued employment with the Company, which discourages excessive risk taking intended to optimize short-term and non-sustainable performance. Clawback policies and provisions applicable to our incentive compensation programs. In September 2023, we adopted a Rule 10D-1 Clawback Policy, which is intended to comply with the requirements of Nasdaq Listing Standard 5608 implementing Rule 10D-1 under the Exchange Act. In the event the Company is required to prepare an accounting restatement of the Company’s financial statements due to material non-compliance with any financial reporting requirement under the federal securities laws, the Company will, subject to limited exceptions, recover, on a reasonably prompt basis, the excess incentive-based compensation received by any covered executive, including the NEOs, during the prior three fiscal years that exceeds the amount that the executive otherwise would have received had the incentive-based compensation been determined based on the restated financial statements. In addition to the Rule 10D-1 Clawback Policy, the Company maintains a Senior Leadership Clawback Policy applicable to our executive leadership, which allows for recoupment of short-term and long-term incentive compensation (including time-based equity awards) from certain executives, including the NEOs, in the event of misconduct. Double-trigger equity award vesting upon a change of control. All outstanding unvested equity awards that provide for additional or accelerated payment or fully accelerated vesting in connection with a change in the control of the Company, including the annual LTIP awards and the Matching RSUs issued pursuant to the Elite Investment Program, require a “double trigger,” which means that accelerated vesting of equity will only occur upon a qualifying termination of employment in connection with a change of control (and not solely as a result of the completion of a change in control transaction). No hedging. Under our insider trading policy, all employees and members of the Board are prohibited from engaging in any speculative transactions in KDP securities, including engaging in short sales, transactions involving put options, call options or other derivative securities, or any other forms of hedging transactions, such as collars or forward sale contracts. No backdating or repricing of equity awards, including stock options. While stock options are not currently part of our compensation mix, repricing of stock options and issuing stock options at below-market exercise prices are strictly prohibited by our equity incentive plan, and any options we would grant must have an exercise price at least equal to the fair market value of our stock on the date of grant. Limited tax gross-ups. Any personal income taxes due as a result of compensation and/or perquisites, other than reimbursement for taxes incurred with respect to certain relocation-related expenses or expatriate assignments, are the responsibility of the NEOs. We do not provide tax gross-ups on any change-in-control benefits. Minimal perquisites. NEO perquisites are evaluated annually by the RemCo for reasonableness and typically represent a non-material aspect of any NEO’s total compensation.

  63. Role of Compensation Consultant

    Role of Compensation Consultant The RemCo has engaged FW Cook to provide information regarding the Compensation Peer Group and compensation benchmarking data for NEOs and executive-level positions, as well as information about market practices for incentive compensation, plan governance and executive compensation-related regulatory developments. Each year, the RemCo assesses the independence of the compensation consultant, and for 2023, the RemCo concluded that FW Cook is independent, and no conflict of interest exists with regard to FW Cook’s engagement. Although members of senior management consult with FW Cook, FW Cook reports directly to the RemCo. All decisions with respect to the amount and form of NEO compensation under our executive compensation programs are made solely by the RemCo and the Board, and may reflect factors and considerations other than the information provided by FW Cook.

  64. Peer Group, Market Data and Benchmarking

    Peer Group, Market Data and Benchmarking In establishing compensation for our NEOs, the RemCo considers the compensation practices of the Compensation Peer Group and the pay levels for similar roles among the Compensation Peer Group companies. The RemCo considers a total compensation range between the 50th and 75th percentile as reasonable for this purpose given the aggressive KDP business plan goals under the STIP and the high levels of “at-risk” pay for all KDP senior executives. The RemCo periodically reviews the make-up of the Compensation Peer Group with input from FW Cook. The Compensation Peer Group includes companies that compete directly with us for executive talent and compete with us in the marketplace for business and investment opportunities. The 2023 Compensation Peer Group remained the same as 2022 and was comprised of the following companies:

  65. Peer Group, Market Data and Benchmarking

    | Anheuser-Busch InBev SA/NV | The Kraft Heinz Company | | Campbell Soup Company | McCormick & Company, Incorporated | | Chocoladefabriken Lindt & Spruengli AG | Mondelēz International, Inc. | | The Coca-Cola Company | Nestlé S.A. | | Danone | PepsiCo, Inc. | | Diageo plc | The Procter & Gamble Company | | The Hershey Company | Reckitt Benckiser Group plc | | Kellanova (f/k/a Kellogg Company) | Unilever PLC |

  66. Peer Group, Market Data and Benchmarking

    | 30 | 2024 PROXY STATEMENT | Keurig Dr Pepper Inc. |

  67. Short-Term Incentive Plan

    Short-Term Incentive Plan The STIP is a key component of KDP’s annual compensation program and is designed to link performance-based, at-risk annual cash incentives to the achievement of predetermined financial performance goals that correspond directly with the Company’s annual operating plan and external earnings guidance. The RemCo believes that aligning bonus payouts directly with these key quantifiable performance targets encourages and rewards the achievement of financial metrics designed to contribute to the Company’s long-term success. STIP Structure For our 2023 STIP, to align incentives to achieve results for the overall enterprise, we established a single set of enterprise performance goals for our NEOs, while also adding a new business unit-specific component for employees who were fully dedicated to a business unit. This change was intended to more directly align business unit performance with employee compensation and drive stronger accountability among employees. For those employees dedicated to a specific business unit, business unit performance was weighted at 25% of the STIP award, and enterprise performance was weighted at 75% of the STIP award. For employees who were not dedicated to a specific business unit, 100% of the STIP award was based on enterprise performance. The RemCo determined that the STIP award for our full executive leadership team, including all NEOs, should be based 100% on enterprise performance given their role leading the Company. The STIP has a single payout scale with a minimum payout of 0% and a maximum payout of 200% of the target STIP award for all bonus-eligible employees, in line with our pay-for-performance philosophy. Target STIP awards for each NEO are set as a percentage of that NEO’s base salary. For 2023, Mr. Gamgort’s target was set at 150% of base salary, Mr. Cofer’s at 125% of base salary, Messrs. Priyadarshi’s and Archambault’s at 80% of base salary and Ms. Rotem-Wildeman’s at 70% of base salary. The STIP payout is based on the Company’s achievement on three categories of quantifiable metrics that are aligned with our annual business plan:

  68. Short-Term Incentive Plan

    | § Growth, measured by total Net Sales |

  69. Short-Term Incentive Plan

    | § Profit, measured by Adjusted Operating Income |

  70. Short-Term Incentive Plan

    | § Cash, measured by Free Cash Flow |

  71. Short-Term Incentive Plan

    For 2023, the RemCo chose to measure the Cash metric by Free Cash Flow rather than by Net Working Capital as a percent of Net Sales, as used in previous years, because Free Cash Flow aligns with the Company’s externally reported performance and is a more holistic representation of the Company’s cash generation.

  72. Short-Term Incentive Plan

    | Keurig Dr Pepper Inc. | 2024 PROXY STATEMENT | 31 |

  73. Short-Term Incentive Plan

    The three performance metrics are designed to be quantifiable and visible by employees throughout the year to enable employees to track performance. They also encourage focus on achieving the Company’s annual operating plan. In the first quarter of 2023, the RemCo determined performance targets for each metric at the levels reflected in the table below, with the target level for each metric set to correspond with the Company’s annual operating plan approved by the Board. When the RemCo determines the actual performance and payouts, it considers the qualitative and quantitative circumstances behind the outcomes. From time to time the RemCo may exclude certain items from results to ensure that the calculated payout appropriately reflects the compensatory purpose of the STIP award and does not provide windfalls or penalties for factors beyond executives’ control. To determine the total payout multiplier for the STIP, the calculated payout percentage for each of the three metrics is multiplied by the weight for each respective metric and then added together. The table below reflects the targets and results of the STIP for 2023 for the executive leadership team, including all NEOs, as determined by the RemCo in early 2024.

  74. Short-Term Incentive Plan

    | Metric (in millions, except %s) | Threshold | Target | Maximum | Actual Results | Calculated Payout | Weight | | Growth – Net Sales(1) | $13,789 | $14,669 | $15,549 | $14,643 | 99% | 30% | | Profit – Adjusted Operating Income(2)(3) | 3,494 | 3,717 | 3,940 | 3,613 | 81% | 60% | | Cash – Free Cash Flow(2) | 2,256 | 2,400 | 2,544 | 913 | —% | 10% | | Total Payout Multiplier | | | | | 78% | 100% |

  75. Short-Term Incentive Plan

    | (1) Net Sales are adjusted on a constant currency basis. |

  76. Short-Term Incentive Plan

    | (2) Please refer to Appendix A to this Proxy Statement for a description and reconciliation of these non-GAAP compensation performance measures relative to the reported GAAP financial measures. |

  77. Short-Term Incentive Plan

    | (3) In determining the 2023 achievement level for the Profit metric, Adjusted Operating Income results were further adjusted on a constant currency basis and exclude the impact of the STIP award payment. |

  78. Short-Term Incentive Plan

    2023 STIP Payouts 2023 STIP awards were calculated and paid in the first quarter of 2024 upon certification by the RemCo of the achievement levels discussed above. The table below shows target payout levels and actual STIP awards earned by each NEO for 2023.

  79. Short-Term Incentive Plan

    | NEO | Target 2023 STIP Payouts | Actual 2023 STIP Payout | | Robert Gamgort | $2,250,000 | $1,755,000 | | Sudhanshu Priyadarshi | 680,000 | 530,400 | | Timothy Cofer(1) | 220,548 | 172,027 | | Karin Rotem-Wildeman(1) | 290,979 | 226,964 | | Andrew Archambault(2) | 498,411 | 388,761 |

  80. Short-Term Incentive Plan

    | (1) Reflects proration for the portion of 2023 during which the NEO was employed by the Company. |

  81. Short-Term Incentive Plan

    | (2) Reflects proration for base salary change in connection with Mr. Archambault’s promotion to President, U.S. Refreshment Beverages in November 2023. |

  82. Long-Term Incentive Compensation

    Long-Term Incentive Compensation Long-term stock ownership of the executive team is the cornerstone of KDP’s compensation philosophy. The Board encourages long-term ownership through (i) annual grants of RSUs under our LTIP, (ii) an obligatory and substantial personal investment in KDP shares under our Elite Investment Program and (iii) a stock holding requirement. Our equity compensation programs encourage retention of and long-term focus by our NEOs by giving them a direct ownership stake in our future growth and financial success. Annual RSU Awards We closely align the interests of our NEOs with those of our stockholders through a compensation program that pays a significant portion of total compensation in the form of at-risk equity. The compensation program for our NEOs features long-term equity- based compensation under the LTIP generally awarded in the form of RSUs.

  83. Long-Term Incentive Compensation

    | 32 | 2024 PROXY STATEMENT | Keurig Dr Pepper Inc. |

  84. Long-Term Incentive Compensation

    The structure of KDP’s annual equity awards focuses our executives on increasing stockholder value over a sustained period. Annual awards under the LTIP and Matching RSUs under our Elite Investment Program have generally been subject to five-year vesting periods tied to continued employment with the Company and other vesting conditions. We typically grant LTIP awards on two days each year—one grant date in March and one grant date in September. Annual LTIP awards are made in March, and in September we issue “half grants” to those executives who join the Company or, in some cases, are promoted, after the March grant date but before the September grant date. Before 2020, annual RSUs had been structured to vest in full on the fifth anniversary of the grant date. In 2020, the RemCo modified the vesting schedule for awards to NEOs and other executives to better align with market norms of our public peers, while still maintaining a lengthy vesting period. Annual RSUs granted in or after 2020 vest 60% on the third anniversary of the date of grant, with 20% vesting on each of the fourth and fifth anniversaries. In determining the number of RSUs subject to an award, the Company divides the dollar amount approved by the RemCo by the closing price per share of KDP common stock on the date of grant for the award. The table below reflects the values of the annual LTIP awards to NEOs in 2023, as approved by the RemCo. Given his start date, Mr. Cofer did not receive a standard annual RSU award in 2023 and began participating in the annual RSU program in 2024.

  85. Long-Term Incentive Compensation

    | NEO | 2023 Annual LTIP Award | | Robert Gamgort | $4,700,000 | | Sudhanshu Priyadarshi | 2,200,000 | | Karin Rotem-Wildeman | 700,000 | | Andrew Archambault | 1,200,000 |

  86. Long-Term Incentive Compensation

    In connection with his promotion to President, U.S. Refreshment Beverages in November 2023, the RemCo approved an additional $2,000,000 equity award to Mr. Archambault, as described further under “Letter Agreement with and Equity Award to Mr. Archambault.” Elite Investment Program In addition to annual equity awards, to reinforce significant long-term stock ownership by our NEOs, all Senior Vice Presidents and above (including all NEOs) at the Company are required to participate in our Elite Investment Program (“Elite”) at the time of initial hiring or promotion. This program distinguishes KDP from most of its peers and ensures senior executives have a meaningful, long-term investment at stake in the Company’s performance. Under Elite the executive makes a substantial personal commitment to a specific level of investment in KDP common stock (the “Commitment Amount”) (within a minimum and maximum range set by the Company) according to their job level and business scope. For each share of KDP common stock purchased (each, an “Elite Share”) up to the Commitment Amount, the executive receives one Matching RSU that vests on the fifth anniversary of grant, subject to the executive’s ongoing employment with the Company and the continuous ownership of the full Commitment Amount. Each executive generally has approximately a one-year period (the “Investment Period”) to purchase Elite Shares to meet his or her Commitment Amount. To receive the benefit of the Matching RSUs, an executive participating in Elite must acquire enough shares to meet at least the minimum Commitment Amount in the Investment Period and then continue to hold them for the remainder of the five-year vesting period. All Matching RSUs will be immediately forfeited if the executive fails to meet or maintain the minimum Commitment Amount or if the executive’s service with the Company is terminated before the vesting date except in the event of death, disability, change in control or retirement at age 60 with at least five years of service, or with respect to Matching RSUs granted in 2023 or later, certain involuntary terminations. When benchmarking the annual value of long-term incentive awards as part of our executives’ compensation, the RemCo takes into account twenty percent (20%) of the grant value of any outstanding Matching RSUs awarded to an executive under Elite in light of the fact that such awards vest after a five-year period of service. Mr. Gamgort previously fulfilled his Commitment Amount of $25 million in stock holdings upon becoming eligible to participate in Elite. Upon joining the Company in November 2023, Mr. Cofer became eligible to participate in the Elite Investment Program. In view of Mr. Cofer’s expected transition to Chief Executive Officer in the second quarter of 2024, the RemCo determined that Mr. Cofer’s Commitment Amount would be $12,500,000, an amount commensurate with the Company’s stock ownership requirements for a Chief Executive Officer, and which Commitment Amount he has fulfilled. As a result, the Company granted Mr. Cofer $12,500,000 of Matching RSUs in November 2023. Mr. Cofer did not receive any separate, additional award under the Elite Investment Program in connection with his promotion to Chief Executive Officer.

  87. Long-Term Incentive Compensation

    | Keurig Dr Pepper Inc. | 2024 PROXY STATEMENT | 33 |

  88. Long-Term Incentive Compensation

    Mr. Priyadarshi previously fulfilled his Commitment Amount for his existing investment in Elite. Then, in February 2024, in light of the expansion of his role to include President, International, the RemCo required Mr. Priyadarshi to make an additional investment through the Elite program. Accordingly, the RemCo approved a March 2024 grant of $3,000,000 of Matching RSUs to Mr. Priyadarshi. He will have until March 2025 to acquire sufficient shares to fulfill his new Commitment Amount. Upon joining the Company in January 2023, Ms. Rotem-Wildeman became eligible to participate in the Elite Investment Program, pursuant to which she elected to invest $3,000,000 in KDP common stock. As a result, the Company granted Ms. Rotem-Wildeman $3,000,000 of Matching RSUs in May 2023, to match her Commitment Amount. Ms. Rotem-Wildeman has since fulfilled her Commitment Amount. Mr. Archambault previously fulfilled his Commitment Amount for his existing investment in Elite. Then, in November 2022, in connection with his promotion to President, Commercial & Beverage Concentrates, the RemCo offered him an opportunity to make an additional Elite investment and approved a grant of $2,000,000 of Matching RSUs to Mr. Archambault. The terms of the award require that Mr. Archambault satisfy the Commitment Amount by no later than the final vesting date of the award and retain at least 50% of after-tax shares upon any equity vesting during the vesting term of his Matching RSUs, as discussed further in “Letter Agreement with and Equity Award to Mr. Archambault” below. 2020 Performance-Based Awards to Mr. Gamgort In December 2020, the RemCo added performance vesting conditions to 75% of Mr. Gamgort’s “Reinvestment” RSUs that were granted in September 2020 to create strong incentives over a targeted three-year period. The remaining 25% of Mr. Gamgort’s Reinvestment RSUs were time-based; they vested one-third on each of January 15, 2022, January 15, 2023 and January 15, 2024. The Reinvestment RSUs all settle on the first anniversary of the applicable corresponding vesting date. With respect to Mr. Gamgort’s performance-based Reinvestment RSUs, the RemCo established the following performance conditions:

  89. Long-Term Incentive Compensation

    | § KDP’s relative Total Shareholder Return (TSR) is compared to the S&P 500 over one, two and three-year periods corresponding to each of the 2021, 2022 and 2023 fiscal years, with one-third of the performance-based RSUs available to vest after each measurement period. |

  90. Long-Term Incentive Compensation

    | § For each of the three measurement periods, if the Company’s TSR is below the 50th percentile, payout for that tranche of units will be 0%. |

  91. Long-Term Incentive Compensation

    | § The full target amount of RSUs awarded can vest only if TSR achieves the 80th percentile or better in each of the three measurement periods, with no potential for a payout above 100% of target. |

  92. Long-Term Incentive Compensation

    One third of Mr. Gamgort’s performance-based Reinvestment RSUs were eligible to vest on January 15, 2022, but the performance conditions were not met. As a result, those RSUs were canceled and forfeited. A second third of Mr. Gamgort’s performance-based Reinvestment RSUs were eligible to vest on January 15, 2023. The Company’s TSR was in the 65th percentile of the S&P 500, resulting in a payout percentage of 50% of this tranche of performance-based Reinvestment RSUs. Half of the RSUs vested and later settled on January 15, 2024, in accordance with the terms of the award agreement. The other half were canceled and forfeited. The final third of Mr. Gamgort’s performance-based Reinvestment RSUs were eligible to vest on January 15, 2024, but the performance conditions were not met. As a result, those RSUs were canceled and forfeited.

  93. New Hire Awards to Ms. Rotem-Wildeman

    New Hire Awards to Ms. Rotem-Wildeman At the time she was hired in January 2023, Ms. Rotem-Wildeman received a one-time cash sign-on bonus of $250,000 as an inducement to join the Company and in recognition of forgone incentive compensation from her prior employer. The Company also agreed to cover certain relocation expenses for Ms. Rotem-Wildeman. Both the sign-on bonus and the relocation expenses are subject to repayment in full in the event that Ms. Rotem-Wildeman resigns within one year of her start date for any reason other than for Good Reason as defined under the Keurig Dr Pepper Inc. Executive Severance Plan.

  94. Letter Agreement with and Equity Award to Mr. Archambault

    Letter Agreement with and Equity Award to Mr. Archambault At the time of Mr. Archambault’s promotion to President, U.S. Refreshment Beverages in November 2023, the Company entered into a letter agreement with Mr. Archambault with terms effective November 6, 2023. The letter agreement provides that Mr. Archambault will receive an annual salary of $750,000, a target annual bonus equal to 80% of his base salary (with his 2023 bonus pro-rated based on time, salary and bonus target in each position), an annual LTIP award value of $1,500,000 (awarded in March 2024), and a one-time RSU award with a grant date value of $2,000,000 granted on November 20, 2023, resulting in a grant of 62,933 shares (the “Promotion RSU Award”). The Promotion RSU Award vests 25% on each of the second, third, fourth and fifth anniversaries of the grant date, contingent upon Mr. Archambault (1) retaining at least 50% of after-tax shares received upon any equity vesting during the five-year term of the award and (2) accumulating and holding 62,933 shares by no later than the fifth anniversary of the grant date. This award is intended to recognize his expanded scope of responsibilities and further incentivize Mr. Archambault to deliver increased value to stockholders in his new role.

  95. Letter Agreement with Mr. Gamgort

    Letter Agreement with Mr. Gamgort In April 2022, in connection with Mr. Gamgort’s previous transition to the role of Executive Chairman, the Company entered into a letter agreement with Mr. Gamgort with a term commencing on July 29, 2022 and ending on July 26, 2024 (the “Term”). The letter agreement provides that Mr. Gamgort will continue to hold, and not sell, at least 50% of the number of shares of the Company’s common stock that he held as of April 5, 2022 through the end of the Term. In addition, consistent with Mr. Gamgort’s previous employment agreement, dated July 2, 2018, the letter agreement provides that Mr. Gamgort’s previously granted equity awards will be subject to pro-rata vesting (1) upon his retirement on or after attaining age 60 or (2) upon any termination of employment by Mr. Gamgort or by the Company without cause.

  96. Mr. Cofer’s Letter Agreement

    Mr. Cofer’s Letter Agreement The Company entered into a letter agreement with Mr. Cofer on September 18, 2023. Pursuant to the letter agreement, as Chief Operating Officer, Mr. Cofer received an annual base salary of $1,150,000 with a STIP target at 125% of his base salary. He was eligible to participate in the LTIP with an annual award target value of $3,500,000 (commencing in 2024) and was required to participate in Elite by investing $12,500,000 in shares of the Company, an amount commensurate with the Company’s stock ownership requirements for a Chief Executive Officer in light of his expected transition to that role. The letter agreement also provides that upon Mr. Cofer’s promotion to Chief Executive Officer, his annual base salary will be $1,250,000, with a STIP target at 150% of his base salary. As Chief Executive Officer, his annual award target value under the LTIP will be $4,000,000. Pursuant to the letter agreement, Mr. Cofer was granted the following in recognition of forgone incentive compensation from his prior employer: (1) a one-time sign-on grant of RSUs with a grant date value of $7,000,000, which vest 30% on the 18-month anniversary of the grant date, 40% on the 30-month anniversary of the grant date and 30% on the 42-month anniversary of the grant date and (2) a one-time cash sign-on bonus of $8,000,000, which, in the event of his voluntary resignation or termination for cause within one year of his start date, will be repayable to the Company 100%, or between the first and second year after his start date, will be repayable to the Company 50%. The letter agreement further provides that Mr. Cofer and his family will be expected to relocate to the Company’s Frisco, Texas headquarters by the summer of 2024. The Company will provide relocation assistance in connection with such move, subject to repayment in full in the event he is terminated for cause or voluntarily resigns within one year of his start date and 50% repayment in the event of such a termination between the first and second anniversaries of his start date. Pending his permanent relocation, the Company agreed to provide Mr. Cofer with temporary living, preliminary relocation and certain commuting expenses.

  97. Retirement and Pension Benefits

    Retirement and Pension Benefits NEOs are eligible to participate in the Company’s qualified 401(k) plan, which includes a company match of 100% on the first 6% of employee contributions within certain statutory limitations under the Internal Revenue Code of 1986, as amended (the “Code”). All of our NEOs except Mr. Cofer participated in the 401(k) program in 2023. We do not maintain or make contributions to a defined benefit plan or any non-qualified deferred compensation retirement plans for any of our NEOs.

  98. Potential Payments upon Termination of Employment

    Potential Payments upon Termination of Employment Our compensation plans provide for certain payments and incremental benefits if an NEO’s employment is terminated under certain limited circumstances. There are no tax gross-ups provided in connection with these payments or incremental benefits. These payments and benefits are discussed under “Post-Termination Compensation” beginning on page 41.

  99. Change in Control

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

  100. Change in Control

    | 36 | 2024 PROXY STATEMENT | Keurig Dr Pepper Inc. |

  101. Summary Compensation Table

    Summary Compensation Table The following table sets forth information regarding the compensation earned by our NEOs in fiscal years 2023, 2022 and 2021. Messrs. Priyadarshi and Archambault were not NEOs in 2021, and Mr. Cofer and Ms. Rotem-Wildeman were not NEOs in 2022 or 2021. In accordance with the SEC disclosure requirements, their compensation disclosure is provided only for the year or years in which they were NEOs.

  102. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($)(5) | Stock Awards ($)(6) | Non-Equity Incentive Plan Compensation ($)(7) | All Other Compensation ($)(8) | Total ($) | | Robert Gamgort Executive Chairman and Former Chief Executive Officer(1) | 2023 | 1,500,000 | — | 4,335,741 | 1,755,000 | 29,354 | 7,620,095 | | | 2022 | 1,357,692 | — | 9,182,281 | 1,780,205 | 166,314 | 12,486,492 | | | 2021 | 1,528,846 | — | 4,297,860 | 1,845,000 | 100,815 | 7,772,521 | | Sudhanshu Priyadarshi Chief Financial Officer and President, International | 2023 | 850,000 | — | 2,029,504 | 530,400 | 17,654 | 3,427,558 | | | 2022 | 114,423 | 3,850,000 | 7,447,994 | 84,059 | — | 11,496,476 | | Timothy Cofer Chief Executive Officer and Former Chief Operating Officer(2) | 2023 | 176,923 | 8,000,000 | 17,463,228 | 172,027 | 104,523 | 25,916,701 | | Karin Rotem-Wildeman Chief Research & Development Officer(3) | 2023 | 416,827 | 250,000 | 3,304,729 | 226,964 | 355,268 | 4,553,788 | | Andrew Archambault President, U.S. Refreshment Beverages(4) | 2023 | 623,077 | — | 2,933,307 | 388,761 | 108,477 | 4,053,622 | | | 2022 | 545,087 | — | 2,639,731 | 382,090 | 34,794 | 3,601,702 |

  103. Summary Compensation Table

    | (1) Mr. Gamgort served as the Chief Executive Officer and Executive Chairman of the Company through April 26, 2024, at which time he returned to a role as the Company’s Executive Chairman exclusively. |

  104. Summary Compensation Table

    | (2) Mr. Cofer joined the Company as its Chief Operating Officer on November 6, 2023 and was promoted to Chief Executive Officer on April 26, 2024. |

  105. Summary Compensation Table

    | (3) Ms. Rotem-Wildeman joined the Company as its Chief Research & Development Officer effective January 9, 2023. |

  106. Summary Compensation Table

    | (4) Mr. Archambault served as President, Commercial & Beverage Concentrates until November 6, 2023, when he was promoted to President, U.S. Refreshment Beverages. |

  107. Summary Compensation Table

    | (5) For each of Mr. Cofer and Ms. Rotem-Wildeman, reflects a cash sign-on bonus paid in 2023 intended as an inducement to join the Company and to compensate the executives for certain foregone incentive compensation from their respective prior employers. Such sign-on bonuses are subject to repayment (i) in the case of Mr. Cofer, in full in the event he is terminated for cause or voluntarily resigns within one year of his start date and 50% repayment in the event of such a termination between the first and second anniversaries of his start date and (ii) in the case of Ms. Rotem-Wildeman, in full in the event that she resigns within one year of her start date other than for Good Reason as defined under the Keurig Dr Pepper Inc. Executive Severance Plan. |

  108. Summary Compensation Table

    | (6) The amounts reported in the Stock Awards column reflect the grant date fair value of RSUs awarded to each of the NEOs. Assumptions used to calculate these amounts (disregarding forfeiture assumptions) are included in Note 11 “Stock-Based Compensation,” to our Consolidated Financial Statements, which are included in our 2023 Form 10-K. In accordance with ASC 718, the amounts reported in this column are lower than the face value of the awards when approved because the RSUs do not accrue or otherwise participate in the Company’s dividends prior to vesting. For further information on the stock awards granted in fiscal year 2023, see “Grants of Plan-Based Awards” beginning on page 39. |

  109. Summary Compensation Table

    | (7) The amounts reported in the Non-Equity Incentive Plan Compensation column reflect the amounts earned by each NEO under the STIP. |

  110. Summary Compensation Table

    | (8) The amounts reported in the All Other Compensation column reflect other compensation for each NEO, including (i) the cost of personal use of corporate aircraft, in Mr. Cofer’s case related to commuting in connection with his pending relocation, (ii) certain relocation and temporary housing expenses and (iii) amounts contributed by the Company to tax-qualified defined contribution plans. The following table provides additional details around these amounts: |

  111. Summary Compensation Table

    | 38 | 2024 PROXY STATEMENT | Keurig Dr Pepper Inc. |

  112. Summary Compensation Table

    | Name | Corporate Aircraft(a) | Relocation / Housing | Company Contributions(b) | | Robert Gamgort | $12,023 | $— | $17,331 | | Sudhanshu Priyadarshi | — | — | 17,654 | | Timothy Cofer | 17,861 | 86,662(c) | — | | Karin Rotem-Wildeman | — | 338,595(d) | 16,673 | | Andrew Archambault | — | 88,677(e) | 19,800 |

  113. Summary Compensation Table

    | (a) In accordance with SEC rules, the cost of use of a corporate aircraft as set forth in this column is calculated based on the aggregate incremental cost to the Company. We calculated the aggregate incremental cost using estimated variable costs of operating the aircraft. Fixed costs which do not change based on usage, such as pilot salaries, depreciation of aircraft and cost of maintenance are excluded. No tax gross-up is provided to any executive in connection with their personal use of Company aircraft. |

  114. Summary Compensation Table

    | (b) Represents our contributions to the Company’s tax-qualified defined contribution plans on behalf of the NEO. |

  115. Summary Compensation Table

    | (c) Reflects Company-paid relocation expenses, including moving costs and temporary housing costs. The amount shown also includes a tax gross-up of $14,556 paid in connection with the relocation and temporary housing benefits. |

  116. Summary Compensation Table

    | (d) Reflects Company-paid relocation expenses, including moving costs and certain fees incurred in connection with Ms. Rotem-Wildeman’s sale of her prior residence. The amount shown also includes a tax gross-up of $41,392 paid in connection with the relocation benefits. |

  117. Summary Compensation Table

    | (e) Reflects Company-paid relocation expenses, including moving costs and temporary housing costs. The amount shown also includes a tax gross-up of $35,244 paid in connection with the relocation and temporary housing benefits. |

  118. 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 in fiscal year 2023. For a discussion of the material terms of these awards, see “Compensation Discussion and Analysis” beginning on page 27.

  119. Grants of Plan-Based Awards

    | Name | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(2) | Grant Date Fair Value of Stock Awards ($)(3) | | | | Threshold ($) | Target ($) | Maximum ($) | | | | Robert Gamgort | | — | 2,250,000 | 4,500,000 | | | | | 3/1/2023(4) | | | | 137,468 | 4,335,741 | | Sudhanshu Priyadarshi | | — | 680,000 | 1,360,000 | | | | | 3/1/2023(4) | | | | 64,347 | 2,029,504 | | Timothy Cofer | | — | 220,548 | 441,096 | | | | | 11/20/2023(5) | | | | 393,330 | 10,989,640 | | | 11/20/2023(6) | | | | 220,265 | 6,473,588 | | Karin Rotem-Wildeman | | — | 290,979 | 581,958 | | | | | 3/1/2023(4) | | | | 20,474 | 645,750 | | | 5/23/2023(7) | | | | 93,692 | 2,658,979 | | Andrew Archambault | | — | 498,411 | 996,822 | | | | | 3/1/2023(4) | | | | 35,098 | 1,106,991 | | | 11/20/2023(8) | | | | 62,933 | 1,826,316 |

  120. Grants of Plan-Based Awards

    | (1) The amounts reported in the Estimated Future Payouts Under Non-Equity Incentive Plan Awards column represent the potential payouts of annual cash incentive awards granted to our NEOs under the 2023 STIP, which are earned subject to the achievement of certain performance measures. The final earned payouts of such awards are included in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table. |

  121. Grants of Plan-Based Awards

    | (2) Represents the number of shares subject to time-vesting RSU awards made in 2023. |

  122. Grants of Plan-Based Awards

    | (3) The amounts reported in the Grant Date Fair Value of Stock Awards column reflect the grant date fair value of RSUs to each of the NEOs. Assumptions used to calculate these amounts (disregarding forfeiture assumptions) are included in Note 11 “Stock-Based Compensation,” to our Consolidated Financial Statements, which are included in our 2023 Form 10-K. In accordance with ASC 718, the amounts reported in this column reflect that the RSUs do not accrue or otherwise participate in dividends prior to vesting. |

  123. Grants of Plan-Based Awards

    | (4) Annual RSU awards that vest as follows: 60% on March 1, 2026, 20% on March 1, 2027 and the remaining 20% on March 1, 2028, subject to continued service with the Company through each vesting date. |

  124. Grants of Plan-Based Awards

    | (5) Elite Matching RSU award that vests in full on November 20, 2028, subject to Mr. Cofer’s continued service with the Company through such date, certain stock ownership requirements and other vesting conditions. |

  125. Grants of Plan-Based Awards

    | Keurig Dr Pepper Inc. | 2024 PROXY STATEMENT | 39 |

  126. Grants of Plan-Based Awards

    | (6) Sign-on RSU award that vests as follows: 30% on May 20, 2025, 40% on May 20, 2026 and 30% on May 20, 2027, subject to Mr. Cofer’s continued service with the Company through each vesting date. |

  127. Grants of Plan-Based Awards

    | (7) Elite Matching RSU award that vests in full on May 23, 2028, subject to Ms. Rotem-Wildeman’s continued service with the Company through such date, certain stock ownership requirements and other vesting conditions. |

  128. Grants of Plan-Based Awards

    | (8) Promotion RSU Award that vests as follows: 25% on each of November 20, 2025, November 20, 2026, November 20, 2027 and November 20, 2028, subject to certain stock ownership requirements and other vesting conditions. |

  129. Outstanding Equity Awards

    Outstanding Equity Awards The following table sets forth information regarding vested and unvested RSU awards held by each NEO as of December 31, 2023. No NEOs held any outstanding stock options as of December 31, 2023.

  130. Outstanding Equity Awards

    | | Stock Awards | | | | Name | Grant Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | | Robert Gamgort | 3/4/2019(2) | 211,133 | 7,034,952 | | | 3/12/2020(3) | 81,775 | 2,724,743 | | | 12/7/2020(4) | 73,785 | 2,458,516 | | | 3/3/2021(5) | 153,495 | 5,114,453 | | | 3/2/2022(5) | 121,731 | 4,056,077 | | | 7/29/2022(6) | 129,066 | 4,300,479 | | | 3/1/2023(5) | 137,468 | 4,580,434 | | Sudhanshu Priyadarshi | 11/22/2022(7) | 25,828 | 860,589 | | | 11/22/2022(2) | 130,447 | 4,346,494 | | | 3/1/2023(5) | 64,347 | 2,144,042 | | Timothy Cofer | 11/20/2023(8) | 220,265 | 7,339,230 | | | 11/20/2023(2) | 393,330 | 13,105,756 | | Karin Rotem-Wildeman | 3/1/2023(5) | 20,474 | 682,194 | | | 5/23/2023(2) | 93,692 | 3,121,817 | | Andrew Archambault | 3/4/2019(2) | 19,194 | 639,544 | | | 3/12/2020(3) | 7,395 | 246,401 | | | 3/3/2021(5) | 13,880 | 462,482 | | | 3/3/2021(9) | 12,247 | 408,070 | | | 3/2/2022(5) | 11,008 | 366,787 | | | 9/13/2022(5) | 10,282 | 342,596 | | | 11/22/2022(2) | 54,266 | 1,808,143 | | | 3/1/2023(5) | 35,098 | 1,169,465 | | | 11/20/2023(10) | 62,933 | 2,096,928 |

  131. Outstanding Equity Awards

    | (1) Market value is determined by multiplying the total number of shares or units that have not vested by $33.32, the closing price of a share of our common stock on Nasdaq on December 29, 2023, the last trading day of fiscal year 2023. |

  132. Outstanding Equity Awards

    | (2) Represents RSUs that vest on the fifth anniversary of the grant date. |

  133. Outstanding Equity Awards

    | (3) Represents RSUs that vest one-half on each of the fourth and fifth anniversaries of the grant date. |

  134. Outstanding Equity Awards

    | (4) Represents RSUs that vested on January 15, 2024. |

  135. Outstanding Equity Awards

    | (5) Represents RSUs that vest 60% on the third anniversary of the grant date, 20% on the fourth anniversary of the grant date and 20% of the fifth anniversary of the grant date. |

  136. Outstanding Equity Awards

    | (6) Represents RSUs that vest on July 26, 2024. |

  137. Outstanding Equity Awards

    | (7) Represents RSUs that vest on the second anniversary of the grant date. |

  138. Outstanding Equity Awards

    | (8) Represents RSUs that vest 30% on May 20, 2025, 40% on May 20, 2026 and 30% on May 20, 2027. |

  139. Outstanding Equity Awards

    | (9) Represents RSUs that vest one-third on each of the third, fourth and fifth anniversaries of the grant date. |

  140. Outstanding Equity Awards

    | (10) Represents RSUs that vest 25% on each of second, third, fourth and fifth anniversaries of the grant date. |

  141. Outstanding Equity Awards

    | 40 | 2024 PROXY STATEMENT | Keurig Dr Pepper Inc. |

  142. Non-Qualified Deferred Compensation

    Non-Qualified Deferred Compensation The following table sets forth information regarding non-qualified deferred compensation held by our NEOs in 2023, which solely consists of certain deferred RSUs held by Mr. Gamgort.

  143. Non-Qualified Deferred Compensation

    | Name | Value of Deferred Equity: Executive Contributions in Last FY | Aggregate Earnings in Last FY | Aggregate Withdrawals/Distributions | Value of Deferred Equity: Aggregate Balance at Last FYE | | Robert Gamgort | $6,396,992(1) | $2,127,289 | $2,558,768(2) | $5,965,513(3) |

  144. Non-Qualified Deferred Compensation

    | (1) Reflects value, as of the vesting date, of RSUs that vested on January 15, 2023 but for which settlement was deferred until January 15, 2024 pursuant to the terms of the Keurig Dr Pepper Inc. Omnibus Stock Incentive Plan of 2019 and Mr. Gamgort’s relevant award agreement. |

  145. Non-Qualified Deferred Compensation

    | (2) Reflects value, as of the settlement date, of RSUs that vested on January 15, 2022 but for which settlement was deferred until January 17, 2023 pursuant to the terms of the Keurig Dr Pepper Inc. Omnibus Stock Incentive Plan of 2019 and Mr. Gamgort’s relevant award agreement, which provides that shares related to vested RSUs will be delivered on the first anniversary of the applicable vesting date, or, if that falls on a day when Nasdaq is not open for trading, the next following trading day. |

  146. Non-Qualified Deferred Compensation

    | (3) Reflects value, as of December 29, 2023, the last trading day of fiscal year 2023, of such deferred RSUs. |

  147. STIP Payment Upon Termination

    STIP Payment Upon Termination Involuntary Termination If the Company terminates an executive’s employment in connection with a reorganization, the closing of a facility, or a reduction in force or otherwise terminates the executive’s employment without Cause, the executive is eligible to receive an award payout based on his or her target bonus and the actual achievement of the performance goals for the year, prorated to date the executive ceases to perform services for the Company and payable at the same time awards are paid to other active STIP participants. For purposes of the STIP, “Cause” is defined in the STIP as termination due to unsatisfactory work performance or inability to perform the essential functions of the job, failure to comply with company policy, absenteeism, mutually agreed separation for performance or conduct issues, failed drug screen, invalid employment documentation, misconduct or malfeasance, the commission of a dishonest act or common law fraud, or for any other reason as determined by the Company or described as “for Cause” in an agreement between the STIP participant and the Company. Death In the event of an executive’s termination due to death, the executive’s estate will be eligible to receive the executive’s target bonus under the STIP, prorated to the time of death and payable within 60 days of death. Retirement or Disability In the event of an executive’s termination due to disability or retirement (defined as attaining the age of 60 and completing 5 years of service), the executive is eligible to receive an award payout based on his or her target bonus and the actual achievement of the performance goals for the year, prorated to the date of retirement or disability and payable at the same time awards are paid to other active STIP participants.

  148. Tables of Potential Payments and Assumptions

    Tables of Potential Payments and Assumptions The following tables outline the potential payments to Mr. Gamgort, Mr. Priyadarshi, Mr. Cofer, Ms. Rotem-Wildeman and Mr. Archambault upon the occurrence of various termination events, including (1) termination without Cause or, as applicable, for Good Reason or declining an offer for a position that is not a Comparable Position, (2) termination due to death, (3) termination due to disability or (4) retirement. The following tables also reflect potential payments related to change of control and subsequent qualified termination within a specified window for such NEO. The following assumptions apply with respect to the tables below and any termination of employment:

  149. Tables of Potential Payments and Assumptions

    | § the tables include estimates of amounts that would have been paid to NEOs in the event their employment were terminated on December 31, 2023. The employment of these NEOs did not actually terminate on December 31, 2023, and as a result, the NEOs did not receive any of the amounts shown in the tables below. The actual amounts to be paid to a NEO in connection with a termination event can only be determined at the time of such termination event; |

  150. Tables of Potential Payments and Assumptions

    | § the tables assume that the price of a share of our common stock is $33.32 per share, the closing market price per share on Nasdaq on December 29, 2023, the last trading day of fiscal 2023; |

  151. Tables of Potential Payments and Assumptions

    | § each NEO is entitled to receive amounts earned during the term of his employment regardless of the manner of termination. These amounts include accrued base salary, accrued vacation time, any vested but deferred RSUs and other employee benefits to which the NEO was entitled on the date of termination, and are not shown in the tables below; and |

  152. Tables of Potential Payments and Assumptions

    | § as of December 31, 2023, only Mr. Gamgort had satisfied the conditions to meet the definition of retirement. |

  153. Tables of Potential Payments and Assumptions

    | 44 | 2024 PROXY STATEMENT | Keurig Dr Pepper Inc. |

  154. CEO Pay Ratio

    CEO Pay Ratio 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. Gamgort, to that of our median employee. For 2023, we used the same median employee that was identified in 2021 by using total taxable wages (Form W-2 Box 1 or equivalent), our consistently applied compensation measure, for all individuals who were employed by us on December 31, 2021, excluding our CEO and employees who were on leave of absence for all of 2021. As permitted by the SEC, we excluded 213 of our employees located outside the United States, who represented less than 5% of our total employee population of 27,276 as of December 31, 2021, as follows: China (78), Hong Kong (8), Ireland (63), Malaysia (1), Singapore (44) and Switzerland (19). All employees in North America were included in our pay ratio calculation. We selected total taxable wages as our consistently applied compensation measure because this metric is applicable to and comparable across our entire employee population. 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 using December 2021 exchange rates. For 2023, we calculated the median employee’s compensation using the same methodology used to calculate the total annual compensation of our CEO. Based on this data and process, we determined that our median employee was a full-time employee who receives salary plus commission with annual total compensation in 2023 of $59,669. With respect to the annual total compensation of our CEO, we used the amount reported in the “Total” column of our 2023 Summary Compensation Table, $7,620,095. Therefore, the ratio of our CEO’s annual total compensation to the Median Employee’s annual total compensation in 2023 was 128 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.

  155. CEO Pay Ratio

    | Keurig Dr Pepper Inc. | 2024 PROXY STATEMENT | 47 |

  156. CEO Pay Ratio

    P AY V ERSUS P ERFORMANCE As required by Section 953(a) of the Dodd-Frank Act and Item 402(v) of Regulation S-K, we are providing the following information regarding the relationship between executive “compensation actually paid” and certain financial performance of the Company. The RemCo does not utilize compensation actually paid as the basis for making compensation decisions. For further information concerning the Company’s pay for performance philosophy and how the Company aligns executive compensation with the Company’s performance, see “Compensation Discussion and Analysis.”

  157. CEO Pay Ratio

    | | | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Year | Summary Compensation Table Total for PEO (Robert Gamgort) (1) | Compensation Actually Paid to PEO (Robert Gamgort) (2) | Summary Compensation Table Total for PEO (Ozan Dokmecioglu) (1) | Compensation Actually Paid to PEO (Ozan Dokmecioglu) (2) | Average Summary Compensation Table Total for Non-PEO NEOs (3) | Average Compensation Actually Paid to Non-PEO NEOs (4) | Total Shareholder Return (5) | Peer Group Total Shareholder Return (6) | Net Income (7) | Adjusted Operating Income (8) | | 2023 | $7,620,095 | $8,755,242 | $— | $— | $9,487,917 | $9,599,096 | $126 | $114 | $2,181 | $3,657 | | 2022 | 12,486,492 | 12,970,246 | 16,663,492 | (22,473,209) | 5,088,351 | 2,821,000 | 131 | 118 | 1,436 | 3,538 | | 2021 | 7,772,521 | 17,501,205 | — | — | 6,759,279 | 7,522,595 | 133 | 119 | 2,146 | 3,421 | | 2020 | 22,510,536 | 40,340,240 | — | — | 14,615,711 | 19,446,817 | 113 | 103 | 1,325 | 3,191 |

  158. CEO Pay Ratio

    | (1) The dollar amounts reported in the Summary Compensation Table Total for PEO (Principal Executive Officer) columns are the amounts reported for Robert Gamgort (the Company’s Chief Executive Officer for 2020, 2021, portions of 2022, and 2023) and Ozan Dokmecioglu (the Company’s Chief Executive Officer for a portion of 2022) for each of the corresponding years in the Total column in our Summary Compensation Table. See “Executive Compensation Tables – Summary Compensation Table”. |

  159. CEO Pay Ratio

    | (2) The dollar amounts reported in the Compensation Actually Paid to PEO columns represent the amount of “compensation actually paid” to Messrs. Gamgort and Dokmecioglu, as applicable, as computed in accordance with Item 402(v) of Regulation S-K and do not reflect the total compensation actually realized or received by such PEOs. In accordance with these rules, these amounts reflect the Total compensation as set forth in the Summary Compensation Table for each year, adjusted as shown below for 2023. Refer to our Proxy Statement for the 2023 Annual Meeting information on the calculations applicable for prior years. Equity values are calculated consistent with FASB ASC Topic 718, and the valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. |

  160. CEO Pay Ratio

    | Compensation Actually Paid to Robert Gamgort | 2023 | | Summary Compensation Table Total | $7,620,095 | | Less, value of Stock Awards reported in Summary Compensation Table | (4,335,741) | | Plus, year-end fair value of outstanding and unvested equity awards granted in the year | 4,269,603 | | Plus, fair value as of vesting date of equity awards granted and vested in the year | — | | Plus (less), year-over-year change in fair value from prior year end of outstanding and unvested equity awards granted in prior years | 3,088,824 | | Plus (less), change in fair value from prior year end to vesting date of equity awards granted in prior years that vested in the year | (1,887,539) | | Less, prior year-end fair value for any equity awards forfeited in the year | — | | Compensation Actually Paid to Robert Gamgort | $8,755,242 |

  161. CEO Pay Ratio

    | (3) The dollar amounts reported in the Average Summary Compensation Table Total for Non-PEO NEOs column represent the average of the amounts reported for the Company’s named executive officers (NEOs) as a group (excluding Mr. Gamgort for each year shown and Mr. Dokmecioglu for 2022) in the Total column of the Summary Compensation Table in each applicable year. The NEOs included for these purposes in each applicable year are as follows: (i) for 2023, Sudhanshu Priyadarshi, Timothy Cofer, Karin Rotem-Wildeman and Andrew Archambault; (ii) for 2022, Sudhanshu Priyadarshi, Mauricio Leyva, Andrew Archambault, Roger Johnson, George Lagoudakis and Tony Milikin; (iii) for 2021, Ozan Dokmecioglu, Mauricio Leyva, Tony Milikin, Fernando Cortes and Justin Whitmore; and (iv) for 2020, Ozan Dokmecioglu, Mauricio Leyva, Derek Hopkins and Fernando Cortes. |

  162. CEO Pay Ratio

    | (4) The dollar amounts reported in the Average Compensation Actually Paid to Non-PEO NEOs column represent the average amount of “compensation actually paid” to the NEOs as a group (excluding Mr. Gamgort for each year shown and Mr. Dokmecioglu for 2022), as computed in accordance with Item 402(v) of Regulation S-K. In accordance with these rules, these amounts reflect Total Compensation as set forth in the Summary Compensation Table for each year, adjusted as shown below for 2023. Refer to our Proxy Statement for the 2023 Annual Meeting information on the calculations applicable for prior years. Equity values are calculated in accordance with FASB ASC Topic 718, and the valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of the grant. |

  163. CEO Pay Ratio

    | 48 | 2024 PROXY STATEMENT | Keurig Dr Pepper Inc. |

  164. CEO Pay Ratio

    | Average Compensation Actually Paid to Non-PEO NEOs | 2023 | | Average Summary Compensation Table Total | $9,487,917 | | Less, average value of Stock Awards reported in Summary Compensation Table | (6,432,692) | | Plus, average year-end fair value of outstanding and unvested equity awards granted in the year | 6,729,522 | | Plus, average fair value as of vesting date of equity awards granted and vested in the year | — | | Plus (less), average year-over-year change in fair value from prior year end of outstanding and unvested equity awards granted in prior years | (124,668) | | Plus (less), average change in fair value from prior year end to vesting date of equity awards granted in prior years that vested in the year | (60,983) | | Less, prior year-end fair value for any equity awards forfeited in the year | — | | Average Compensation Actually Paid to Non-PEO NEOs | $9,599,096 |

  165. CEO Pay Ratio

    | (5) Total Shareholder Return (TSR) assumes an initial $100 investment in KDP stock beginning on December 31, 2019. TSR is cumulative, with the value determined at the end of each applicable fiscal year shown, calculated by dividing (a) the sum of (i) the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and (ii) the difference between the Company’s share price at the end of each fiscal year shown and the beginning of the measurement period by (b) the Company’s share price at the beginning of the measurement period. The beginning of the measurement period for each year in the table is December 31, 2019. |

  166. CEO Pay Ratio

    | (6) Peer Group Total Shareholder Return represents the weighted peer group TSR, which is weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the Company’s Compensation Peer Group discussed in “Compensation Discussion and Analysis” above: Anheuser-Busch InBev SA/NV, Campbell Soup Company, Chocoladefabriken Lindt & Sprungli AG, The Coca-Cola Company, Danone, Diageo plc, The Hershey Company, Kellanova (f/k/a Kellogg Company), The Kraft Heinz Company, McCormick & Company, Incorporated, Mondelēz International, Inc., Nestle S.A., PepsiCo, Inc., The Procter & Gamble Company, Reckitt Benckiser Group plc and Unilever PLC. |

  167. CEO Pay Ratio

    | (7) The dollar amounts reported represent the amount of net income, in millions, reflected in the Company’s audited financial statements for the applicable year. |

  168. CEO Pay Ratio

    | (8) The dollar amounts reported represent the amount of Adjusted operating income, in millions. Please refer to Appendix A to this Proxy Statement for a description and reconciliation of this non-GAAP compensation performance measure relative to the reported GAAP financial measure. |

  169. Description of Certain Relationships Between Information Presented in the Pay Versus Performance Table

    Description of Certain Relationships Between Information Presented in the Pay Versus Performance Table As described in more detail in “Compensation Discussion and Analysis,” a significant portion of our executive compensation is tied to Company performance in the form of annual cash incentives through our STIP, equity awards through our LTIP and required participation in our Elite Investment Program. The Pay Versus Performance Table does not reflect all of the performance measures that we use to align executive compensation with Company performance through these programs. We generally seek to incentivize long-term performance, and therefore we do not specifically align the Company’s performance measures with compensation that is actually paid (as computed in accordance with SEC rules) for a particular year. In accordance with SEC rules, the Company is providing the following graphs depicting the relationships between information presented in the Pay Versus Performance Table.

  170. Description of Certain Relationships Between Information Presented in the Pay Versus Performance Table

    | Keurig Dr Pepper Inc. | 2024 PROXY STATEMENT | 49 |

  171. Description of Certain Relationships Between Information Presented in the Pay Versus Performance Table

    Compensation Actually Paid, Cumulative TSR and Peer Group TSR Compensation Actually Paid and Net Income

  172. Description of Certain Relationships Between Information Presented in the Pay Versus Performance Table

    | 50 | 2024 PROXY STATEMENT | Keurig Dr Pepper Inc. |

  173. Description of Certain Relationships Between Information Presented in the Pay Versus Performance Table

    Compensation Actually Paid and Adjusted Operating Income