DEF 14A of Keurig Dr Pepper Inc., Apr 25, 2025

DEF 14A of Keurig Dr Pepper Inc.

Filed Apr 25, 2025 · FY20240001193125-25-096767

Open on EDGAR

  1. 2025 Director Nominees

    2025 Director Nominees

  2. 2025 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 | Former Executive Chairman and Chief Executive Officer of KDP | 7 | | 2 | Chairman of the Board | | Oray Boston | Worldwide President of TECA + Sports, Johnson & Johnson Orthopaedics Company | 2 | ✓ | 1 | RemCo | | Juliette Hickman | Former Investment Analyst, Capital Group Companies | 4 | ✓ | 2 | Audit | | Pamela Patsley | Former Executive Chairman and Chief Executive Officer of MoneyGram International, Inc. | 17 | ✓ | 4 | Lead Director RemCo (Chair) | | Debra Sandler | President and Chief Executive Officer of La Grenade Group, LLC and Founder and Former CEO of Mavis Foods, LLC | 4 | ✓ | 4 | RemCo | | Robert Singer | Former Chief Executive Officer of Barilla Holding S.p.A. | 7 | ✓ | 2 | Audit (Chair) | | Mike Van de Ven | Executive Advisor and Former President and Chief Operating Officer of Southwest Airlines Co. | 0 | ✓ | 2 | Audit | | Lawson Whiting | President and Chief Executive Officer of Brown-Forman Corporation | 0 | ✓ | 2 | RemCo |

  3. 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 |

  4. Key Executive Compensation Practices

    | § Lengthy vesting periods for equity awards |

  5. Key Executive Compensation Practices

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

  6. Key Executive Compensation Practices

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

  7. Director Nominees

    Director Nominees

  8. Director Nominees

    | Director since 2024 56 years of age | 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 25, 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 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 |

  9. Director Nominees

    | Keurig Dr Pepper Inc. | 2025 PROXY STATEMENT | 7 |

  10. Director Nominees

    | Director since 2018 62 years of age | Robert Gamgort Biographical Information: Robert “Bob” Gamgort serves as Chairman of the Board of KDP. He previously served as the Executive Chairman of KDP from April 26, 2024 to April 24, 2025. Prior to April 2024, he had served as Chief Executive Officer and a member of our 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 a leading beverage company in North America, 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 Kraft Foods and its predecessor company General Foods. Mr. Gamgort serves on the boards of the Sherwin-Williams Company (NYSE: SHW) and National Veterinary Associates, Inc. (NVA/Ethos), a privately owned pet healthcare company. He also serves as a Senior Advisor for Blackstone Private Equity. 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 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. 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: The Sherwin-Williams Company |

  11. Director Nominees

    | 8 | 2025 PROXY STATEMENT | Keurig Dr Pepper Inc. |

  12. Director Nominees

    | Director since 2022 58 years of age | 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. 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 since 2021 51 years of age | 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. 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 shareholder 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 |

  13. Director Nominees

    | Keurig Dr Pepper Inc. | 2025 PROXY STATEMENT | 9 |

  14. Director Nominees

    | Director since 2018 68 years of age | 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. |

  15. Director Nominees

    | 10 | 2025 PROXY STATEMENT | Keurig Dr Pepper Inc. |

  16. Director Nominees

    | Director since 2021 65 years of age | Debra Sandler Biographical Information: Debra Sandler is the President and Chief Executive Officer of consulting firm La Grenade Group, LLC and the founder and former CEO of Mavis Foods, LLC, a food company focusing on direct-to-consumer sales. 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 Inc., 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 73 years of age | 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 and Swarovski International Holding. He was previously on the Boards of Tiffany & Co., Gianni Versace S.p.A., Jimmy Choo PLC, Mead Johnson Nutrition and Bally International. 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. |

  17. Director Nominees

    | Keurig Dr Pepper Inc. | 2025 PROXY STATEMENT | 11 |

  18. Director Nominees

    | Director since 2025 63 years of age | Mike Van de Ven Biographical Information: Mike Van de Ven has served as executive advisor to Southwest Airlines Co., a major airline, since January 2023, prior to which time he was Southwest’s President from September 2021 to December 2022 and its Chief Operating Officer from May 2008 to September 2022. He has been a member of KDP’s Board since April 2025. Mr. Van de Ven joined Southwest in 1993 and held positions of increasing responsibility with the airline, including within the internal audit, financial planning and analysis, fleet planning, aircraft operations and schedule planning areas. Prior to joining Southwest, he also served as senior audit manager for Ernst & Young LLP for nine years ending in 1993. Mr. Van de Ven currently serves on the Board of Comerica Incorporated. He holds a bachelor’s degree in Accounting from the University of Texas at Austin and is a licensed Certified Public Accountant. Qualifications: Mr. Van de Ven brings to the Board a broad range of extensive business management experience, including mergers and acquisitions, a strong background in risk management and corporate governance, logistics and network operations, customer services, international expansion, safety management systems and running large, complex and highly regulated operations. He has financial acumen developed through his executive experience and his experience as a Certified Public Accountant. Other Current Public Company Directorships: Comerica Incorporated | | Director since 2025 56 years of age | Lawson Whiting Biographical Information: Lawson Whiting has been the President and Chief Executive Officer of Brown-Forman Corporation, a large spirits and wine business, since January 2019 and has served on Brown-Forman Corporation’s executive leadership team since 2013. Mr. Whiting joined KDP’s Board in April 2025. Prior to his appointment as Chief Executive Officer of Brown-Forman Corporation, Mr. Whiting served as Executive Vice President and Chief Operating Officer of Brown-Forman, where he oversaw regional operations, global production and corporate responsibility. He began his career at Brown-Forman in 1997 in the Corporate Development group and subsequently served as the Director of Investor Relations, Director of Finance for Wines, Director of Global Business Strategy for the Jack Daniel’s family of brands and Director of Finance, North America region. He was then promoted to Senior Vice President and Managing Director of Western Europe, based in London, before returning to the United States as Chief Brands Officer. Mr. Whiting serves on the Board of Brown-Forman Corporation. He holds a Bachelor of Science degree in finance from Miami University and a Master of Business Administration from the University of Chicago’s Booth School of Business. Qualifications: Mr. Whiting has extensive experience as an executive in the consumer packaged goods industry. He has leadership experience in roles spanning operations, production, corporate responsibility, finance, strategy and management, among other areas. Other Current Public Company Directorships: Brown-Forman Corporation |

  19. Director Nominees

    | 12 | 2025 PROXY STATEMENT | Keurig Dr Pepper Inc. |

  20. 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 Bylaws and our committee charters, as appropriate.

  21. 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 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 board retainer. 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. Following the assessment conducted 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 board retainer, effective beginning in fiscal 2024, in each case to maintain alignment with market practices for a company of our size and scope. In addition, effective April 24, 2025, Mr. Gamgort transitioned to the role of non-employee Chairman of the Board. The Board has determined that Mr. Gamgort will receive an annual cash retainer of $200,000 and an annual equity award of $300,000 in his capacity as Chairman of the Board in lieu of the annual cash board retainer and annual equity award.

  22. Summary of 2024 Director Compensation Elements

    Summary of 2024 Director Compensation Elements

  23. Summary of 2024 Director Compensation Elements

    | Annual Compensation Elements | Amount | | Board Retainer | $110,000 | | Audit & Finance Committee Chair Retainer | 40,000 | | Remuneration & Nominating Committee Chair Retainer | 30,000 | | Lead Director Retainer | 40,000 | | Annual Equity Award | 175,000 |

  24. Summary of 2024 Director Compensation Elements

    For 2024, Mr. Boston, Ms. Hickman and Ms. Sandler received an additional cash payment of $105,000 for their service on a special committee of the Board, and Ms. Patsley received an additional cash payment of $140,000 for her service as chair of such committee. 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 grant date 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.

  25. Summary of 2024 Director Compensation Elements

    | Keurig Dr Pepper Inc. | 2025 PROXY STATEMENT | 19 |

  26. Non-Employee Director Compensation for Fiscal 2024

    Non-Employee Director Compensation for Fiscal 2024 The following table contains information with respect to the annual compensation of our non-employee directors earned during 2024 with respect to their Board service. Messrs. Van de Ven and Whiting did not serve on the Board during fiscal 2024.

  27. Non-Employee Director Compensation for Fiscal 2024

    | Name | Fees Earned Or Paid In Cash ($)(1) | Stock Awards ($)(2)(3) | All Other Compensation ($)(4) | Total ($) | | Oray Boston | 213,750 | 151,733 | — | 365,483 | | Joachim Creus(5) | 36,667 | 77,568 | 2,750 | 116,985 | | Frank Engelen(6) | — | — | — | — | | Olivier Goudet(7) | 108,750 | 151,733 | 8,250 | 268,733 | | Peter Harf(8) | 81,250 | 151,733 | 8,250 | 241,233 | | Juliette Hickman | 213,750 | 151,733 | 8,250 | 373,733 | | Paul Michaels | 178,750 | 151,733 | — | 330,483 | | Pamela Patsley | 248,750 | 151,733 | — | 400,483 | | Lubomira Rochet(9) | 108,750 | 151,733 | 8,250 | 268,733 | | Debra Sandler | 213,750 | 151,733 | — | 365,483 | | Robert Singer | 148,750 | 151,733 | — | 300,483 | | Larry Young(10) | 81,250 | 151,733 | — | 232,983 |

  28. Non-Employee Director Compensation for Fiscal 2024

    | (1) The amounts reported in this column reflect cash retainers paid in 2024 and fees associated with certain directors’ service on a special committee. The directors are paid their cash retainers quarterly in arrears. |

  29. Non-Employee Director Compensation for Fiscal 2024

    | (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 2024

    | (3) The following table shows the aggregate number of outstanding RSUs for each non-employee director as of December 31, 2024. Mr. Harf, Ms. Rochet and Mr. Young were no longer serving as Company directors as of December 31, 2024 and held no outstanding unvested KDP equity awards as of such date. |

  31. Non-Employee Director Compensation for Fiscal 2024

    | Name | KDP RSUs | | Oray Boston | 10,840 | | Joachim Creus | 2,362 | | Frank Engelen | — | | Olivier Goudet | 27,300 | | Peter Harf | — | | Juliette Hickman | 20,340 | | Paul Michaels | 27,300 | | Pamela Patsley | 27,300 | | Lubomira Rochet | — | | Debra Sandler | 17,399 | | Robert Singer | 27,300 | | Larry Young | — |

  32. Non-Employee Director Compensation for Fiscal 2024

    | (4) The amounts reported in the All Other Compensation column reflect a tax gross-up paid to offset certain adverse tax consequences to certain directors for a Board meeting held outside the U.S. |

  33. Non-Employee Director Compensation for Fiscal 2024

    | (5) Mr. Creus joined the Board effective June 10, 2024 and resigned from the Board effective February 28, 2025. |

  34. Non-Employee Director Compensation for Fiscal 2024

    | (6) Mr. Engelen joined the Board effective October 28, 2024 and resigned from the Board effective February 28, 2025. |

  35. Non-Employee Director Compensation for Fiscal 2024

    | (7) Mr. Goudet resigned from the Board effective February 28, 2025. |

  36. Non-Employee Director Compensation for Fiscal 2024

    | (8) Mr. Harf did not stand for reelection at the 2024 Annual Meeting, and his service with the Board ended effective June 10, 2024. |

  37. Non-Employee Director Compensation for Fiscal 2024

    | (9) Ms. Rochet resigned from the Board effective October 28, 2024. |

  38. Non-Employee Director Compensation for Fiscal 2024

    | (10) Mr. Young did not stand for reelection at the 2024 Annual Meeting, and his service with the Board ended effective June 10, 2024. |

  39. Non-Employee Director Compensation for Fiscal 2024

    | 20 | 2025 PROXY STATEMENT | Keurig Dr Pepper Inc. |

  40. Non-Employee Director Compensation for Fiscal 2024

    Our executive officers are as follows:

  41. Non-Employee Director Compensation for Fiscal 2024

    | Executive Officers | Age | Position | | Timothy Cofer | 56 | Chief Executive Officer | | Mary Beth DeNooyer | 54 | Chief Human Resources Officer | | Eric Gorli | 50 | President, U.S. Refreshment Beverages | | Roger Johnson | 46 | Chief Supply Chain Officer | | Patrick Minogue | 50 | President, U.S. Coffee | | Sudhanshu Priyadarshi | 48 | Chief Financial Officer and President, International | | Anthony Shoemaker | 42 | Chief Legal Officer, General Counsel and Secretary |

  42. Non-Employee Director Compensation for Fiscal 2024

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

  43. Non-Employee Director Compensation for Fiscal 2024

    | 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. | |

  44. Non-Employee Director Compensation for Fiscal 2024

    | Eric Gorli | President, U.S Refreshment Beverages | | Eric Gorli has served as KDP’s President, U.S. Refreshment Beverages since January 2025. He oversees KDP’s liquid refreshment business, which includes the carbonated soft drinks, still beverages and energy drink portfolios in the U.S. Since joining KDP in 2015, Eric has been a key leader in commercialization efforts across the enterprise, developing the Company’s pricing, promotional and growth strategies. He was a member of the deal and integration team for the creation of KDP and served most recently as Chief Commercial Officer of KDP from January 2023 to January 2025, with accountability for both coffee and refreshment beverages product lines, and Senior Vice President, Revenue Growth Management & Commercial from July 2018 to January 2023. Prior to KDP, Eric spent nearly 20 years in roles within The Coca-Cola Company’s system across both bottling operations and Coca-Cola North America. His last major role was leading the Revenue Growth Management function for Coca-Cola North America. Eric is a graduate of the Georgia Institute of Technology with a degree in Industrial & Systems Engineering. | |

  45. Non-Employee Director Compensation for Fiscal 2024

    | Keurig Dr Pepper Inc. | 2025 PROXY STATEMENT | 21 |

  46. Non-Employee Director Compensation for Fiscal 2024

    | 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. | |

  47. Non-Employee Director Compensation for Fiscal 2024

    | 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. | |

  48. Non-Employee Director Compensation for Fiscal 2024

    | 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. | |

  49. Non-Employee Director Compensation for Fiscal 2024

    | 22 | 2025 PROXY STATEMENT | Keurig Dr Pepper Inc. |

  50. Non-Employee Director Compensation for Fiscal 2024

    | 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. | |

  51. Non-Employee Director Compensation for Fiscal 2024

    | Keurig Dr Pepper Inc. | 2025 PROXY STATEMENT | 23 |

  52. 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 2025 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 2025 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 2025 Annual Meeting will be held at the Company’s 2026 Annual Meeting of Stockholders.

  53. 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 |

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

    | 24 | 2025 PROXY STATEMENT | Keurig Dr Pepper Inc. |

  55. 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 2024 compensation of our named executive officers (“NEOs”). Our NEOs for fiscal 2024 are:

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

    | Timothy Cofer Chief Executive Officer and Former Chief Operating Officer | Robert Gamgort Chairman of the Board and Former Executive Chairman and Chief Executive Officer | Sudhanshu Priyadarshi Chief Financial Officer and President, International | | Roger Johnson Chief Supply Chain Officer | Justin Whitmore President, KDP Energy and Former Chief Strategy Officer | Andrew Archambault Former President, U.S. Refreshment Beverages |

  57. 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 the role of Executive Chairman and Mr. Cofer was promoted from Chief Operating Officer to Chief Executive Officer. Effective April 24, 2025, the Board approved Mr. Gamgort’s transition from Executive Chairman to non-employee Chairman of the Board. Mr. Whitmore served as the Company’s Chief Strategy Officer until January 13, 2025, when he was appointed to the role of President, KDP Energy. Mr. Archambault served as the Company’s President, U.S. Refreshment Beverages until January 13, 2025 and departed the Company on January 31, 2025.

  58. Table of Contents

    | Overview | 25 | | Roles and Responsibilities with Regard to Compensation | 27 | | Peer Group, Market Data and Benchmarking | 28 |

  59. Our Compensation Philosophy & Practices

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

  60. Elements of KDP’s Compensation Program

    | Element | Description | Objective | | Base Salary | Fixed cash paid regularly during the year See page 29 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 earned upon achievement of annual performance goals, paid during the first quarter of the subsequent year See page 29 for more information | To motivate and reward executives for meeting challenging, objective performance goals across three categories: growth, profit and cash | | Annual Long-Term Incentive Plan Awards | Time-based restricted stock units (“RSUs”) that vest over five years, or, for grants in 2025 and beyond, four years Beginning in 2025, performance-based restricted stock units (“PSUs”) that cliff vest after three years based on achievement of performance goals See page 30 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 that overemphasizes 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 31 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 |

  61. Competitive Pay Tied Closely to Long-Term Performance

    Competitive Pay Tied Closely to Long-Term Performance To retain the right talent to lead with a challenger mindset, 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. We benchmark our compensation against a peer group of companies with which we compete for key talent and investment and business opportunities (the “Compensation Peer Group”), as described more fully below. 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. In determining target compensation levels, in addition to market data, the RemCo may consider factors such as individual experience, skill set, personal performance, retention risk, internal parity, time in the role, job scope and recruitment landscape. 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. In February 2025, to more closely align executive compensation with Company performance, the Board approved the addition of PSUs to our long-term incentive compensation program. See “2025 Program Changes: Introduction of Annual PSU Awards” below for more information.

  62. Competitive Pay Tied Closely to Long-Term Performance

    | 26 | 2025 PROXY STATEMENT | Keurig Dr Pepper Inc. |

  63. 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. Each of our NEOs 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 $177 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 three- to 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 that extend beyond the minimum legal requirements . We have adopted a Rule 10D-1 Clawback Policy 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. Employees and members of the Board must also obtain pre-clearance approval from the Legal Department to pledge KDP securities and are prohibited from pledging KDP securities for speculative purposes. 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.

  64. 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 other 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 2024, the RemCo concluded that FW Cook is independent, and no conflict of interest exists with regard to FW Cook’s engagement. FW Cook reports directly to the RemCo. While members of senior management consult with FW Cook, 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.

  65. 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 2024 Compensation Peer Group remained the same as 2023 and was comprised of the following companies:

  66. 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 | Unilever PLC |

  67. Peer Group, Market Data and Benchmarking

    Effective for 2025, based on input from FW Cook, the RemCo approved updates to the Compensation Peer Group based on multiple screening criteria, including company size, business relevance, robustness of compensation disclosure and scope of operations. Six new peers were added (Brown-Forman Corporation, Constellation Brands, Inc., The J.M. Smucker Company, Molson Coors Beverage Company, Monster Beverage Corporation and Starbucks Corporation), and four peers were removed (Chocoladefabriken Lindt & Spruengli AG, The Procter & Gamble Company, Reckitt Benckiser Group plc and Unilever PLC).

  68. Peer Group, Market Data and Benchmarking

    | 28 | 2025 PROXY STATEMENT | Keurig Dr Pepper Inc. |

  69. 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 2024 STIP, to align incentives to achieve results for the overall enterprise, we maintained a single set of enterprise performance goals for our NEOs. 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 2024, each NEO’s target was set at 80% of base salary, with the exceptions of Mr. Cofer, whose target was 125% while he served as Chief Operating Officer and 150% while he served as Chief Executive Officer, and Mr. Gamgort, whose target was 150% while he served as Chief Executive Officer and 100% while he served as Executive Chairman. The STIP payout is based on the Company’s achievement on three categories of quantifiable metrics that are aligned with our annual business plan:

  70. Short-Term Incentive Plan

    | § Growth, measured by total Net Sales |

  71. Short-Term Incentive Plan

    | § Profit, measured by Adjusted Operating Income |

  72. Short-Term Incentive Plan

    | § Cash, measured by Free Cash Flow |

  73. Short-Term Incentive Plan

    | Keurig Dr Pepper Inc. | 2025 PROXY STATEMENT | 29 |

  74. 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 2024, the RemCo established 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 2024 for the executive leadership team, including all NEOs, as determined by the RemCo in early 2025.

  75. Short-Term Incentive Plan

    | Metric (in millions, except %s) | Threshold | Target | Maximum | Actual Results | Calculated Payout | Weight | | Growth – Net Sales(1)(2) | $14,714 | $15,653 | $16,592 | $15,310 | 85% | 30% | | Profit – Adjusted Operating Income(1)(3) | 3,744 | 3,983 | 4,222 | 3,952 | 95% | 60% | | Cash – Free Cash Flow(1) | 700 | 1,400 | 2,100 | 1,660 | 112% | 10% | | Total Payout Multiplier | | | | | 94% | 100% |

  76. Short-Term Incentive Plan

    | (1) 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

    | (2) Net Sales are adjusted on a constant currency basis. |

  78. Short-Term Incentive Plan

    | (3) In determining the 2024 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. |

  79. Short-Term Incentive Plan

    2024 STIP Payouts 2024 STIP awards were calculated and paid in the first quarter of 2025 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 2024.

  80. Short-Term Incentive Plan

    | NEO | Target 2024 STIP Payouts | Actual 2024 STIP Payout | | Timothy Cofer(1) | $1,736,339 | $1,632,158 | | Robert Gamgort(1) | 1,396,175 | 1,312,404 | | Sudhanshu Priyadarshi(1) | 716,175 | 673,204 | | Roger Johnson(1) | 552,350 | 519,209 | | Justin Whitmore | 460,000 | 432,400 | | Andrew Archambault(2) | 600,000 | — |

  81. Short-Term Incentive Plan

    | (1) Reflects proration for base salary and STIP target changes during 2024. |

  82. Short-Term Incentive Plan

    | (2) Due to his voluntary departure in January 2025, Mr. Archambault did not receive a STIP payout for 2024. |

  83. 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. In February 2025, to more closely align executive compensation with Company performance, the Board approved the addition of PSUs to our long-term incentive compensation program. 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 and, beginning in 2025, PSUs.

  84. Long-Term Incentive Compensation

    | 30 | 2025 PROXY STATEMENT | Keurig Dr Pepper Inc. |

  85. 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. Before 2020, annual RSUs had been structured to vest in full on the fifth anniversary of the grant date. Annual RSUs granted from 2020 through 2024 vest 60% on the third anniversary of the grant date, with 20% vesting on each of the fourth and fifth anniversaries. In February 2025, the RemCo modified the vesting schedule for RSU awards granted to NEOs and other executives in or after 2025 to better align with market norms of our public peers, while still maintaining a lengthy vesting period; RSUs granted in or after 2025 will vest 25% on each of the first, second, third and fourth anniversaries of the grant date. 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 2024, as approved by the RemCo.

  86. Long-Term Incentive Compensation

    | NEO | 2024 Annual LTIP Award | | Timothy Cofer(1) | $3,750,000 | | Robert Gamgort | 4,700,000 | | Sudhanshu Priyadarshi(2) | 2,500,000 | | Roger Johnson | 1,200,000 | | Justin Whitmore | 1,200,000 | | Andrew Archambault(3) | 1,500,000 |

  87. Long-Term Incentive Compensation

    | (1) In March 2024, Mr. Cofer received an annual RSU grant of $3,500,000. In connection with his promotion to Chief Executive Officer on April 26, 2024, the RemCo approved a “half grant” of $250,000 to Mr. Cofer, which was made in September 2024, representing half of the difference between his new annual LTIP award amount of $4,000,000 as Chief Executive Officer and his prior annual LTIP award amount as Chief Operating Officer. In February 2025, Mr. Cofer’s target annual LTIP award amount was further increased to $5,500,000 in recognition of his strong performance as Chief Executive Officer and to more closely align his compensation with the median of the Compensation Peer Group. |

  88. Long-Term Incentive Compensation

    | (2) In February 2025, Mr. Priyadarshi’s target annual LTIP award amount was increased to $3,000,000. |

  89. Long-Term Incentive Compensation

    | (3) The annual RSUs granted to Mr. Archambault were canceled and forfeited upon his departure from the Company. |

  90. Long-Term Incentive Compensation

    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 continued employment with the Company and continued 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 has historically taken 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. In February 2025, the RemCo determined that it would no longer take Elite awards into account in benchmarking executive compensation. This change is intended to promote a consistent approach in evaluating total direct compensation both internally, since executives elect different Commitment Amounts, and as against the Compensation Peer Group, because when Elite awards are considered in total direct compensation, KDP executives’ total direct compensation decreases significantly after their Elite awards vest.

  91. Long-Term Incentive Compensation

    | Keurig Dr Pepper Inc. | 2025 PROXY STATEMENT | 31 |

  92. Long-Term Incentive Compensation

    Messrs. Cofer, Gamgort, Priyadarshi, Johnson and Whitmore have satisfied their Commitment Amounts as set forth below:

  93. Long-Term Incentive Compensation

    | NEO | Elite Commitment Amount | | Timothy Cofer | $12,500,000 | | Robert Gamgort | 25,000,000 | | Sudhanshu Priyadarshi | 8,000,000 | | Roger Johnson | 3,350,000 | | Justin Whitmore | 3,000,000 |

  94. Long-Term Incentive Compensation

    Mr. Archambault had previously fulfilled his initial Commitment Amount for his investment in Elite. In November 2022, the RemCo offered him an opportunity to make an additional Elite investment in connection with his promotion and approved a grant of $2,000,000 of Matching RSUs to Mr. Archambault. The terms of the award required Mr. Archambault to satisfy the additional 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. Mr. Archambault forfeited these Matching RSUs upon his departure from the Company. 2025 Program Changes: Introduction of Annual PSU Awards In February 2025, the Board approved the addition of PSUs to our annual long-term incentive compensation program after a thoughtful process undertaken by the RemCo with advice from FW Cook. The change was driven by a desire to remain market competitive to attract and retain top beverage talent and to motivate behaviors aligned with enterprise performance, as well as stockholder feedback requesting the addition of performance-based equity awards. In designing the PSU program, the RemCo considered and reviewed market practices for incentive compensation, which were then tailored to the unique strategic goals of KDP. From 0% to 200% of an employee’s target PSUs are eligible to vest based on the Company’s achievement of two performance metrics that are aligned with the Company’s long-term strategy: Net Sales growth and Adjusted Diluted EPS growth. Each metric is measured over a three-year performance period on a constant currency basis, and performance against each metric is calculated as the average of the growth in such metric over each of the three fiscal years in the period. Target performance for each metric aligns with KDP’s long-term algorithm of mid-single-digit Net Sales growth and high-single-digit Adjusted Diluted EPS growth. The 2025 annual LTIP awards for Company Vice Presidents and above, including Messrs. Cofer, Gamgort, Priyadarshi, Johnson and Whitmore, were comprised of 25% PSUs and 75% RSUs. The RemCo believes that the PSU program will reward leaders for achieving long-term financial success and exceeding growth and performance expectations. The Company expects that the addition of PSUs to our compensation program will further incentivize leaders to drive future growth and will more closely align enterprise focus with stockholder expectations.

  95. Equity Grant Timing

    Equity Grant Timing KDP does not currently grant stock options or stock appreciation rights. 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. We may change these equity grant practices in the future.

  96. Letter Agreement with Mr. Gamgort

    Letter Agreement with Mr. Gamgort In April 2022, in connection with Mr. Gamgort’s first transition to the role of Executive Chairman, the Company entered into a letter agreement with Mr. Gamgort. The letter agreement required Mr. Gamgort to 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 July 26, 2024. 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 service by Mr. Gamgort or by the Company without cause. Mr. Gamgort’s outstanding equity awards continue to vest based on his service as non-employee Chairman of the Board in accordance with their terms.

  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 participated in the 401(k) program in 2024. Our NEOs are also eligible to participate in the Company’s Supplemental Savings Plan, under which they may defer base salary and STIP award amounts in excess of Internal Revenue Code limits applicable to the 401(k) Plan. Messrs. Cofer and Priyadarshi were the only NEOs who participated in the Supplemental Savings Plan in 2024. We do not maintain or make contributions to any defined benefit plan plans for any of our NEOs.

  98. Retirement and Pension Benefits

    | Keurig Dr Pepper Inc. | 2025 PROXY STATEMENT | 33 |

  99. 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 40.

  100. 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.

  101. Change in Control

    | 34 | 2025 PROXY STATEMENT | Keurig Dr Pepper Inc. |

  102. Summary Compensation Table

    Summary Compensation Table The following table sets forth information regarding the compensation earned by our NEOs in fiscal years 2024, 2023 and 2022. Mr. Cofer was not an NEO in 2022, and Mr. Whitmore was not an NEO in 2023 or 2022. In accordance with the SEC disclosure requirements, the compensation disclosure for Messrs. Cofer and Whitmore is provided only for the year or years in which they were NEOs.

  103. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($)(5) | Bonus ($) | Stock Awards ($)(6) | Non-Equity Incentive Plan Compensation ($)(7) | All Other Compensation ($)(8) | Total ($) | | Timothy Cofer Chief Executive Officer and Former Chief Operating Officer(1) | 2024 2023 | 1,217,692 176,923 | — 8,000,000 | 3,386,381 17,463,228 | 1,632,158 172,027 | 777,226 104,523 | 7,013,457 25,916,701 | | Robert Gamgort Chairman of the Board and Former Executive Chairman and Chief Executive Officer(2) | 2024 | 1,161,539 | — | 4,239,716 | 1,312,404 | 20,700 | 6,734,359 | | | 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 | | Sudhanshu Priyadarshi Chief Financial Officer and President, International | 2024 | 895,192 | — | 4,856,200 | 673,204 | 18,191 | 6,442,787 | | | 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 | | Roger Johnson Chief Supply Chain Officer | 2024 | 690,385 | — | 1,082,498 | 519,209 | 827,494 | 3,119,586 | | | 2023 | 600,000 | — | 1,106,991 | 374,400 | 697,956 | 2,779,347 | | | 2022 | 475,846 | — | 2,886,592 | 261,874 | 2,311,968 | 5,936,280 | | Justin Whitmore President, KDP Energy and Former Chief Strategy Officer(3) | 2024 | 575,000 | — | 1,082,498 | 432,400 | 20,567 | 2,110,465 | | Andrew Archambault Former President, U.S. Refreshment Beverages(4) | 2024 | 750,000 | — | 1,353,109 | — | 33,192 | 2,136,301 | | | 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 |

  104. Summary Compensation Table

    | (1) 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

    | (2) Mr. Gamgort served as the Chief Executive Officer and Executive Chairman of the Company through April 26, 2024, at which time he became the Company’s Executive Chairman exclusively. Mr. Gamgort transitioned to non-employee Chairman of the Board on April 24, 2025. |

  106. Summary Compensation Table

    | (3) Mr. Whitmore served as Chief Strategy Officer until January 13, 2025, when he was appointed to the role of President, KDP Energy. |

  107. Summary Compensation Table

    | (4) Mr. Archambault served as President, U.S. Refreshment Beverages until January 13, 2025 and voluntarily departed the Company on January 31, 2025. |

  108. Summary Compensation Table

    | (5) The amounts reported in the Salary column for Messrs. Cofer and Priyadarshi include amounts deferred under the Supplemental Savings Plan. |

  109. 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 12 “Stock-Based Compensation,” to our Consolidated Financial Statements, which are included in our 2024 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 2024, see “Grants of Plan-Based Awards” beginning on page 37. |

  110. 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. |

  111. 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 exclusively related to commuting in connection with his 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: |

  112. Summary Compensation Table

    | 36 | 2025 PROXY STATEMENT | Keurig Dr Pepper Inc. |

  113. Summary Compensation Table

    | Name | Corporate Aircraft ($)(a) | Relocation / Housing ($) | Company Contributions ($)(b) | | Timothy Cofer | 169,148 | 587,378(c) | 20,700 | | Robert Gamgort | — | — | 20,700 | | Sudhanshu Priyadarshi | — | — | 18,191 | | Roger Johnson | — | 807,694(d) | 19,800 | | Justin Whitmore | — | — | 20,567 | | Andrew Archambault | 3,692 | 8,800(e) | 20,700 |

  114. 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 to KDP using estimated variable costs of operating the aircraft for any personal, including commuting, flight that the plane was used. Fixed costs which do not change based on usage, such as pilot salaries, depreciation and maintenance costs are excluded. No tax gross-up is provided to any executive in connection with their use of Company aircraft. |

  115. Summary Compensation Table

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

  116. Summary Compensation Table

    | (c) Reflects Company-paid relocation expenses, including moving costs, temporary housing costs and certain fees incurred in connection with Mr. Cofer’s sale of his prior residence. The amount shown also includes a tax gross-up of $135,853 paid in connection with the relocation benefits. |

  117. Summary Compensation Table

    | (d) Reflects (i) Company-paid relocation expenses of $218,485, including moving costs and temporary housing costs and certain fees incurred in connection with Mr. Johnson’s sale of his prior residence, (ii) expenses of $18,208 associated with tax preparation for Mr. Johnson due to his previous placement in Singapore, (iii) tax equalization payments made on Mr. Johnson’s behalf in the amount of $382,530 due to his previous placement in Singapore, (iv) a tax gross-up of $288,924 paid in connection with such relocation- and tax-related benefits and (v) a credit of $100,454 for a repayment by Mr. Johnson of certain overpaid 2023 tax equalization benefits in connection with Mr. Johnson’s previous placement in Singapore. |

  118. Summary Compensation Table

    | (e) Reflects Company-paid relocation expenses, including temporary housing costs. The amount shown also includes a tax gross-up of $6,019 paid in connection with temporary housing benefits. |

  119. 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 2024. For a discussion of the material terms of these awards, see “Compensation Discussion and Analysis” beginning on page 25.

  120. 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 ($) | Maximum ($) | | | | Timothy Cofer | | — | 1,736,339 | 3,472,678 | | | | | 3/4/2024(4) | | | | 120,275 | 3,157,219 | | | 9/12/2024(5) | | | | 6,748 | 229,162 | | Robert Gamgort | | — | 1,396,175 | 2,792,350 | | | | | 3/4/2024(4) | | | | 161,513 | 4,239,716 | | Sudhanshu Priyadarshi | | — | 716,175 | 1,432,350 | | | | | 3/4/2024(4) | | | | 85,911 | 2,255,164 | | | 3/4/2024(6) | | | | 103,093 | 2,601,036 | | Roger Johnson | | — | 552,350 | 1,104,699 | | | | | 3/4/2024(4) | | | | 41,238 | 1,082,498 | | Justin Whitmore | | — | 460,000 | 920,000 | | | | | 3/4/2024(4) | | | | 41,238 | 1,082,498 | | Andrew Archambault | | — | 600,000 | 1,200,000 | | | | | 3/4/2024(4) | | | | 51,547 | 1,353,109 |

  121. 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 2024 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. |

  122. Grants of Plan-Based Awards

    | (2) Represents the number of shares subject to time-vesting RSU awards made in 2024. |

  123. Grants of Plan-Based Awards

    | Keurig Dr Pepper Inc. | 2025 PROXY STATEMENT | 37 |

  124. 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 12 “Stock-Based Compensation,” to our Consolidated Financial Statements, which are included in our 2024 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. |

  125. Grants of Plan-Based Awards

    | (4) Annual RSU awards that vest as follows: 60% on March 4, 2027, 20% on March 4, 2028 and the remaining 20% on March 4, 2029, subject to continued service with the Company through each vesting date. Mr. Archambault’s award was forfeited upon his termination of employment. |

  126. Grants of Plan-Based Awards

    | (5) “Half-year” RSU award that vests as follows: 60% on September 12, 2027, 20% on September 12, 2028 and the remaining 20% on September 12, 2029, subject to continued service with the Company through each vesting date. As discussed in “Compensation Discussion and Analysis – Equity Grant Timing,” “half grants” are generally issued to executives who join the Company or are promoted after the March LTIP grant date; Mr. Cofer was promoted to CEO in April 2024. |

  127. Grants of Plan-Based Awards

    | (6) Elite Matching RSU award that vests in full on March 4, 2029, subject to Mr. Priyadarshi’s continued service with the Company through such date, certain stock ownership requirements and other vesting conditions. |

  128. 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, 2024. No NEOs held any outstanding stock options as of December 31, 2024.

  129. 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) | | Timothy Cofer | 11/20/2023(2) | 393,330 | 12,633,760 | | | 11/20/2023(3) | 220,265 | 7,074,912 | | | 3/4/2024(4) | 120,275 | 3,863,233 | | | 9/12/2024(4) | 6,748 | 216,746 | | Robert Gamgort | 3/12/2020(4) | 40,887 | 1,313,290 | | | 3/3/2021(4) | 61,398 | 1,972,104 | | | 3/2/2022(4) | 121,731 | 3,910,000 | | | 3/1/2023(4) | 137,468 | 4,415,472 | | | 3/4/2024(4) | 161,513 | 5,187,798 | | Sudhanshu Priyadarshi | 11/22/2022(2) | 130,447 | 4,189,958 | | | 3/1/2023(4) | 64,347 | 2,066,826 | | | 3/4/2024(4) | 85,911 | 2,759,461 | | | 3/4/2024(2) | 103,093 | 3,311,347 | | Roger Johnson | 3/12/2020(4) | 3,697 | 118,748 | | | 9/15/2020(5) | 8,680 | 278,802 | | | 3/3/2021(4) | 5,552 | 178,330 | | | 3/2/2022(4) | 11,008 | 353,577 | | | 11/22/2022(2) | 71,746 | 2,304,482 | | | 3/1/2023(4) | 35,098 | 1,127,348 | | | 3/4/2024(4) | 41,238 | 1,324,565 | | Justin Whitmore | 3/3/2021(2) | 97,976 | 3,146,989 | | | 3/3/2021(4) | 15,676 | 503,513 | | | 3/3/2021(5) | 40,822 | 1,311,203 | | | 3/2/2022(4) | 31,081 | 998,322 | | | 3/1/2023(4) | 35,098 | 1,127,348 | | | 3/4/2024(4) | 41,238 | 1,324,565 | | Andrew Archambault(6) | 3/12/2020(4) | 3,697 | 118,748 | | | 3/3/2021(5) | 8,164 | 262,228 | | | 3/3/2021(4) | 5,552 | 178,330 | | | 3/2/2022(4) | 11,008 | 353,577 | | | 9/13/2022(4) | 10,282 | 330,258 | | | 11/22/2022(2) | 54,266 | 1,743,024 | | | 3/1/2023(4) | 35,098 | 1,127,348 | | | 11/20/2023(5) | 62,933 | 2,021,408 | | | 3/4/2024(4) | 51,547 | 1,655,690 |

  130. Outstanding Equity Awards

    | 38 | 2025 PROXY STATEMENT | Keurig Dr Pepper Inc. |

  131. Outstanding Equity Awards

    | (1) Market value is determined by multiplying the total number of shares or units that have not vested by $32.12, which was the closing price of a share of our common stock on Nasdaq on December 31, 2024. |

  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 30% on May 20, 2025, 40% on May 20, 2026 and 30% on May 20, 2027. |

  134. Outstanding Equity Awards

    | (4) 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. |

  135. Outstanding Equity Awards

    | (5) Represents RSUs that vest 25% on each of second, third, fourth and fifth anniversaries of the grant date. |

  136. Outstanding Equity Awards

    | (6) Mr. Archambault’s unvested equity awards were forfeited upon his termination of employment in January 2025. |

  137. Non-Qualified Deferred Compensation

    Non-Qualified Deferred Compensation The following table sets forth information regarding non-qualified deferred compensation held by our NEOs in 2024. This consists of Supplemental Savings Plan (as discussed further below) participation by Messrs. Cofer and Priyadarshi, as well as certain vested but deferred RSUs held by Mr. Gamgort.

  138. Non-Qualified Deferred Compensation

    | Name | Executive Contributions in Last FY ($) | Aggregate Earnings in Last FY ($) | Aggregate Withdrawals/Distributions ($) | Aggregate Balance at Last FYE ($) | | Timothy Cofer | 304,423(1) | 5,870 | — | 310,293(2) | | Robert Gamgort | 2,348,577(3) | 5,720,145 | 5,698,748(4) | 2,369,974(5) | | Sudhanshu Priyadarshi | 89,519(1) | 1,278 | — | 90,797(6) |

  139. Non-Qualified Deferred Compensation

    | (1) Reflects executive deferrals to the Supplemental Savings Plan. Such amounts are also reflected in the “Salary” compensation of the Summary Compensation Table above. |

  140. Non-Qualified Deferred Compensation

    | Keurig Dr Pepper Inc. | 2025 PROXY STATEMENT | 39 |

  141. Non-Qualified Deferred Compensation

    | (2) Of this amount, $304,423 was reported as compensation to Mr. Cofer in the Summary Compensation Table. |

  142. Non-Qualified Deferred Compensation

    | (3) Reflects value, as of the vesting date, of RSUs that vested on January 15, 2024 but for which settlement was deferred until January 15, 2025 pursuant to the terms of the Keurig Dr Pepper Inc. Omnibus Stock Incentive Plan of 2019 and Mr. Gamgort’s relevant award agreement. |

  143. Non-Qualified Deferred Compensation

    | (4) Reflects value, as of the settlement 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, which provides that shares related to vested RSUs will be delivered on the first anniversary of the applicable vesting date. |

  144. Non-Qualified Deferred Compensation

    | (5) Reflects value, as of December 31, 2024, of Mr. Gamgort’s then-outstanding deferred RSUs. |

  145. Non-Qualified Deferred Compensation

    | (6) Of this amount, $89,519 was reported as compensation to Mr. Priyadarshi in the Summary Compensation Table. |

  146. 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 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

  147. STIP Payment Upon Termination

    | Keurig Dr Pepper Inc. | 2025 PROXY STATEMENT | 41 |

  148. STIP Payment Upon Termination

    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.

  149. Tables of Potential Payments and Assumptions

    Tables of Potential Payments and Assumptions The following tables outline the potential payments to Messrs. Cofer, Gamgort, Priyadarshi, Johnson and Whitmore 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:

  150. 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, 2024. The employment of these NEOs did not actually terminate on December 31, 2024, 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; |

  151. Tables of Potential Payments and Assumptions

    | § the tables assume that the price of a share of our common stock is $32.12 per share, the closing market price per share on Nasdaq on December 31, 2024; |

  152. 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 |

  153. Tables of Potential Payments and Assumptions

    | § as of December 31, 2024, only Mr. Gamgort had satisfied the conditions to meet the definition of retirement. |

  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. Cofer, to that of our median employee. For 2024, we identified our median employee 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, 2024, excluding our CEO. As permitted by the rules of the SEC, we excluded 292 of our employees located outside the United States, who represented less than 5% of our total employee population of 29,510 as of December 31, 2024, as follows: Brazil (3), China (90), Hong Kong (5), Ireland (119), Singapore (52) and Switzerland (23). 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 31, 2024 exchange rates. Once we identified the median employee, 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, hourly employee with annual total compensation in 2024 of $55,198. With respect to the annual total compensation of our CEO, we used the amount reported for Mr. Cofer in the “Total” column of our 2024 Summary Compensation Table, $7,013,457. Therefore, the ratio of our CEO’s annual total compensation to the Median Employee’s annual total compensation in 2024 was 127 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. | 2025 PROXY STATEMENT | 45 |

  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 (Timothy Cofer) (1) | Compensation Actually Paid to PEO (Timothy Cofer) (2) | 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) | | 2024 | $7,013,457 | $7,045,416 | $6,734,359 | $(1,617,826) | $— | $— | $3,452,285 | $3,533,579 | $124 | $114 | $1,441 | $3,974 | | 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 Timothy Cofer (the Company’s Chief Executive Officer for a portion of 2024), Robert Gamgort (the Company’s Chief Executive Officer for 2020, 2021, portions of 2022, 2023 and a portion of 2024) 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. Cofer, 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 2024. Refer to our Proxy Statement for the 2024 and 2023 Annual Meetings for 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 Timothy Cofer | 2024 | | Summary Compensation Table Total | $7,013,457 | | Less, value of Stock Awards reported in Summary Compensation Table | (3,386,381) | | Plus, year-end fair value of outstanding and unvested equity awards granted in the year | 3,770,800 | | 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 | (352,460) | | 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 | — | | Less, prior year-end fair value for any equity awards forfeited in the year | — | | Compensation Actually Paid to Timothy Cofer | $7,045,416 |

  161. CEO Pay Ratio

    | Compensation Actually Paid to Robert Gamgort | 2024 | | Summary Compensation Table Total | $6,734,359 | | Less, value of Stock Awards reported in Summary Compensation Table | (4,239,716) | | Plus, year-end fair value of outstanding and unvested equity awards granted in the year | 4,798,424 | | 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 | (159,107) | | 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 | (1,383,985) | | Less, prior year-end fair value for any equity awards forfeited in the year (a) | (7,367,801) | | Compensation Actually Paid to Robert Gamgort | $(1,617,826) |

  162. CEO Pay Ratio

    | (a) Represents performance-based RSUs granted to Mr. Gamgort in 2020 that were forfeited in 2024 as a result of performance conditions not being met. |

  163. CEO Pay Ratio

    | 46 | 2025 PROXY STATEMENT | Keurig Dr Pepper Inc. |

  164. 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 NEOs as a group (excluding Mr. Cofer for 2024, 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 2024, Sudhanshu Priyadarshi, Roger Johnson, Justin Whitmore and Andrew Archambault, (ii) for 2023, Sudhanshu Priyadarshi, Timothy Cofer, Karin Rotem-Wildeman and Andrew Archambault; (iii) for 2022, Sudhanshu Priyadarshi, Mauricio Leyva, Andrew Archambault, Roger Johnson, George Lagoudakis and Tony Milikin; (iv) for 2021, Ozan Dokmecioglu, Mauricio Leyva, Tony Milikin, Fernando Cortes and Justin Whitmore; and (v) for 2020, Ozan Dokmecioglu, Mauricio Leyva, Derek Hopkins and Fernando Cortes. |

  165. 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. Cofer for 2024, 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 2024. Refer to our Proxy Statement for the 2024 and 2023 Annual Meetings for 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. |

  166. CEO Pay Ratio

    | Average Compensation Actually Paid to Non-PEO NEOs | 2024 | | Average Summary Compensation Table Total | $3,452,285 | | Less, average value of Stock Awards reported in Summary Compensation Table | (2,093,576) | | Plus, average year-end fair value of outstanding and unvested equity awards granted in the year | 2,369,337 | | 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 | (93,022) | | 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 | (101,445) | | Less, prior year-end fair value for any equity awards forfeited in the year | — | | Average Compensation Actually Paid to Non-PEO NEOs | $3,533,579 |

  167. 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. |

  168. 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, 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. |

  169. 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. |

  170. 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. |

  171. 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.

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

    | Keurig Dr Pepper Inc. | 2025 PROXY STATEMENT | 47 |

  173. 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

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

    | 48 | 2025 PROXY STATEMENT | Keurig Dr Pepper Inc. |

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

    Compensation Actually Paid and Adjusted Operating Income