DEF 14A of Starbucks Corp, Jan 24, 2025

DEF 14A of Starbucks Corp

Filed Jan 24, 2025 · FY20240001213900-25-006516

Open on EDGAR

  1. Board Nominee Diversity Matrix

    Board Nominee Diversity Matrix The table below summarizes certain self-identified demographic attributes of our current directors, to the extent disclosed to us by such directors.

  2. Board Nominee Diversity Matrix

    | | | Allison | Campion | Ford | Knudstorp | Mohan | Niccol | Servitje | Sievert | Zhang | | Demographic Background | African American or Black | | | | | | | | | | | | Alaskan Native or American Indian | | | | | | | | | | | | Asian | | | | | ● | | | | ● | | | Hispanic or Latinx | | | | | | | ● | | | | | Native Hawaiian or Pacific Islander | | | | | | | | | | | | White | ● | ● | ● | ● | | ● | | ● | | | | Two or More Races or Ethnicities | | | | | | | | | | | Gender Identity | LGBTQ+ | | | ● | | | | | | | | | Male | ● | ● | | ● | ● | ● | ● | ● | | | | Female | | | ● | | | | | | ● | | | Non-Binary | | | | | | | | | |

  3. Board Nominee Diversity Matrix

    | | Board Recommendation The Board recommends you vote FOR each of the nine Starbucks nominees |

  4. Board Nominee Diversity Matrix

    | 11 | STARBUCKS 2025 PROXY | PROPOSAL 1: ELECTION OF DIRECTORS |

  5. Board Nominee Diversity Matrix

    Nominees Set forth below is certain information furnished to us by the director nominees. There are no family relationships among any of our current directors or executive officers.

  6. Board Nominee Diversity Matrix

    | | Ritch Allison Former Chief Executive Officer, Domino’s Pizza, Inc. | | AGE 57 | DIRECTOR SINCE 2019 | | | | | FAVORITE DRINK Flat White | |

  7. Board Nominee Diversity Matrix

    | INDEPENDENT | PROFESSIONAL BACKGROUND RICHARD E. ALLISON, JR., served as Chief Executive Officer and as a member of the board of directors of Domino’s Pizza, Inc. (“Domino’s”), the largest pizza company in the world based on global retail sales, from 2018 until 2022, and then served as a senior advisor until his retirement in 2022. He joined Domino’s in 2011 as Executive Vice President of International and then served as President, Domino’s International from 2014 to 2018. During the period that Mr. Allison led the international division and served as Chief Executive Officer, Domino’s expanded by more than 20 countries and grew by more than 8,000 stores. Prior to joining Domino’s, Mr. Allison worked at Bain & Company, Inc. (“Bain”) for more than 13 years, serving as a Partner from 2004 to 2010, and as co-leader of Bain’s restaurant practice. Mr. Allison holds a B.S. degree in Business Administration from the University of North Carolina at Chapel Hill and an MBA degree from the University of North Carolina’s Kenan-Flagler Business School, where he serves on the Board of Advisors. RELEVANT SKILLS AND EXPERIENCE Throughout Mr. Allison’s extensive experience in the restaurant industry, he has cultivated a deep understanding of large- and small-scale operations, strategic planning initiatives, market development objectives, packaging and recycling initiatives, and other critical elements of steering a global restaurant chain. The growth of the Domino’s global brand under Mr. Allison’s direction highlights his strong leadership capabilities and dedication to excellence—qualities that he brings to his role as director. | | COMMITTEES • Compensation Committee (chair) • Audit and Compliance Committee | | | SKILLS ENV FIN HCM IND INT PUB SNR | | | OTHER PUBLIC BOARDS WITHIN THE PAST FIVE YEARS • Kenvue, Inc. (since 2023) • Domino’s Pizza, Inc. (2018-2022) | | | OTHER AFFILIATIONS • Board of Advisors of the University of North Carolina’s Kenan-Flagler Business School | |

  8. Board Nominee Diversity Matrix

    | | Andy Campion Chairman and Chief Executive Officer of Unrivaled Sports and former Chief Operating Officer and Chief Financial Officer, Nike, Inc. | | AGE 53 | DIRECTOR SINCE 2019 | | | | | FAVORITE DRINK Brown Sugar Oatmilk Latte | |

  9. Board Nominee Diversity Matrix

    | INDEPENDENT | PROFESSIONAL BACKGROUND ANDREW CAMPION served in executive leadership roles at Nike, Inc. (“Nike”), a multinational athletic footwear company, from 2007 until his departure in April 2024, including as Managing Director, Nike Strategic Ventures, Chief Operating Officer, Chief Financial Officer, and head of global strategy. Prior to Nike, Mr. Campion spent over 11 years with The Walt Disney Company, ultimately serving as Senior Vice President of Corporate Development after prior leadership and management roles across global strategic planning, mergers and acquisitions, financial planning and analysis, operations planning, investor relations, and tax. Mr. Campion is currently Executive Chairman and CEO of Unrivaled Sports, a fast-emerging premium youth sports portfolio of businesses. Mr. Campion earned a B.A. in Economics at UCLA and an M.B.A. from UCLA’s Anderson School of Management. He also earned a Juris Doctor and master’s degree in taxation from the University of San Diego. RELEVANT SKILLS AND EXPERIENCE As the former chief operating officer and former chief financial officer of a large multinational company, Mr. Campion has a broad range of leadership experience in the public company sector, including overseeing global brand and business growth strategies, operational excellence, environmental sustainability efforts, talent and team development, and enterprise financial management. His background in finance and law enables him to provide unique macro- and micro-level insights into business decisions and their potential impact on the Company’s strategic objectives. Mr. Campion also has a deep knowledge of investor relations. | | COMMITTEES • Audit Committee (chair) • Compensation Committee | | | SKILLS BRD ENV FIN HCM IND INT PUB SNR TEC | | | OTHER PUBLIC BOARDS WITHIN THE PAST FIVE YEARS • Williams-Sonoma, Inc. (since 2024) | | | OTHER AFFILIATIONS • Board of Directors of the Los Angeles 2028 Olympic and Paralympic Games • Board of Advisors of the UCLA, Anderson Graduate School of Management and founder and Director of the UCLA Sports Leadership & Management Program • The Springhill Company, a private media company | |

  10. Board Nominee Diversity Matrix

    | 12 | STARBUCKS 2025 PROXY | PROPOSAL 1: ELECTION OF DIRECTORS |

  11. Board Nominee Diversity Matrix

    | | Beth Ford President and Chief Executive Officer, Land O’Lakes, Inc. | | AGE 60 | DIRECTOR SINCE 2023 | | | | | FAVORITE DRINK Vanilla Red Eye with Whole Milk | |

  12. Board Nominee Diversity Matrix

    | INDEPENDENT | PROFESSIONAL BACKGROUND BETH FORD serves as President and Chief Executive Officer of Land O’Lakes, Inc. (“Land O’ Lakes”), a Fortune 200 food production and agribusiness company that is also a century-old farmer-owned cooperative. Land O’ Lakes operates Land O’Lakes Dairy Foods, Purina Animal Nutrition, WinField United, and Truterra and operates in more than 60 countries. Ms. Ford joined Land O’ Lakes in 2011 and held a variety of roles across all businesses before becoming chief executive officer in 2018. She is a passionate advocate on behalf of farmers and rural America with the goal of connecting people, particularly in urban areas, to the farmers and rural communities who grow their food. In addition, she is the convener of The American Connection Project to help bridge the digital divide. Ms. Ford’s 37-year career spans six industries at seven companies. She was inducted into the Supply Chain Hall of Fame by the Council of Supply Chain Management Professionals (CSCMP) in 2022 and received a Doctor of Humane Letters honorary degree from Iowa State University in 2022. RELEVANT SKILLS AND EXPERIENCE Ms. Ford has extensive leadership experience in food and agribusiness, as well as over 35 years in supply chain operations across multiple industries. As the chief executive officer of a farmer-owned cooperative, she knows the challenges that small and large farmers face, including those related to climate change. Ms. Ford also brings experience in operating multiple consumer-facing brands and managing a complex, multinational enterprise. Through her prior service on other publicly traded companies’ boards of directors, Ms. Ford is able to leverage her valuable knowledge and provide particular insight into corporate governance and sustainability considerations. As a member of the board of directors of the Business Roundtable, she has well-developed acumen in a wide variety of public policy issues linked to business and the economy. | | COMMITTEES • Impact Committee (chair) • Compensation Committee | | | SKILLS BRD CSR DIV ENV GOV HCM IND INT PUB SNR TEC | | | OTHER PUBLIC BOARDS WITHIN THE PAST FIVE YEARS • PACCAR, Inc. (2015-2022) • BlackRock, Inc. (2021-2022) | | | OTHER AFFILIATIONS • The American Connection Project • Board of Directors, Business Roundtable • Board of Advisors, Columbia University Business School – Deming Center | |

  13. Board Nominee Diversity Matrix

    | | Jørgen Vig Knudstorp Chair, BrainPOP & KIRKBI Education, Deputy Chair, LEGO Foundation, and former Chief Executive Officer, LEGO Group and Executive Chair, LEGO Brand Group | | AGE 56 | DIRECTOR SINCE 2017 | LEAD INDEPENDENT DIRECTOR-ELECT | | | | | FAVORITE DRINK Caramel Macchiato | | |

  14. Board Nominee Diversity Matrix

    | INDEPENDENT | PROFESSIONAL BACKGROUND JØRGEN VIG KNUDSTORP is currently Chair of the LEGO Foundation, KIRKBI Education & Learning, and BrainPOP Education, all organizations supporting children’s development and learning. From 2023 through 2024, he served as Special Partner to the LEGO Brand Owner Family, KIRKBI Group, the holding company for LEGO Brand and the LEGO Group (among other activities) responsible for brand and business development. From 2017 to 2023, Mr. Knudstorp served as Executive Chairman of the LEGO Brand Group, owner of the LEGO brand. From 2004 to 2016, he served as President and Chief Executive Officer of the LEGO Group. He previously held various leadership positions at the LEGO Group from 2001 to 2004, including Senior Vice President, Corporate Affairs Vice President, Strategic Development Senior Director, Global Strategic Development & Alliance Management, and Director, Strategic Development. Prior to joining the LEGO Group, Mr. Knudstorp served as a Management Consultant at McKinsey & Company, a management consulting firm, from 1998 to 2001. RELEVANT SKILLS AND EXPERIENCE Mr. Knudstorp brings to the board his top executive leadership experience at one of the world’s most renowned toy manufacturers, which has a highly recognizable brand and a record of innovation. His extensive global leadership experience provides the board with unique insights and knowledge of brand and digital marketing, strategy, consumer products, development and nurturing of human capital and organizational culture and values, environmental impact, finance, capital allocation, international operations and distribution, and formation and management of strategic alliances. In addition, Mr. Knudstorp brings experience in building an authentic brand across sustainability considerations in addition to product and employee experiences. | | COMMITTEES • Nominating/Governance Committee (chair) • Audit Committee • Impact Committee | | | SKILLS BRD CSR DIV ENV FIN IND INT PUB SNR | | | OTHER PUBLIC BOARDS WITHIN THE PAST FIVE YEARS • None | |

  15. Board Nominee Diversity Matrix

    | 13 | STARBUCKS 2025 PROXY | PROPOSAL 1: ELECTION OF DIRECTORS |

  16. Board Nominee Diversity Matrix

    | | Neal Mohan Chief Executive Officer, YouTube | | AGE 51 | DIRECTOR SINCE 2024 | | | | | FAVORITE DRINK Caffé Mocha with Light Whip | |

  17. Board Nominee Diversity Matrix

    | INDEPENDENT | PROFESSIONAL BACKGROUND NEAL MOHAN has served as Chief Executive Officer of YouTube, which is used by over two billion people across the globe to watch and share video, access information, build community, and shape culture, since February 2023. Before his appointment as CEO, Mr. Mohan served as the company’s Chief Product Officer from 2015 to February 2023, where he was responsible for YouTube products, user experience, and trust and safety on all platforms and devices globally. Prior to joining YouTube, he was Senior Vice President of Display and Video Ads at Google from 2008 to 2015. In this role, Mr. Mohan was responsible for the company’s ad products on YouTube, the Google Display Network, AdSense, AdMob, and DoubleClick, which are used by millions of Google’s advertising and media partners around the world. Before joining Google, Mr. Mohan was Senior Vice President of Strategy and Product Development at DoubleClick from 2005 to 2008, where he built the company’s strategic plan, rapidly grew the business and helped pioneer the digital media industry. Mr. Mohan played a critical role in the sale of DoubleClick to Google, and subsequently led the integration. Mr. Mohan earned an MBA from the Stanford Graduate School of Business where he was an Arjay Miller Scholar and holds a bachelor’s degree in electrical engineering from Stanford University. RELEVANT SKILLS AND EXPERIENCE Mr. Mohan’s experience has given him valuable insights on the opportunities and challenges confronting consumer facing companies as they seek to innovate for long-term growth and navigate evolving consumer preferences. Likewise, Mr. Mohan’s extensive background in marketing enables him to provide strategic guidance about maintaining and bolstering Starbucks standing as one of the most recognized and respected brands in the world. | | COMMITTEES • Nominating/Governance Committee | | | SKILLS BRD DIV FIN HCM INT PUB SNR TEC | | | OTHER PUBLIC BOARDS WITHIN THE PAST FIVE YEARS • 23AndMe Holding Co. (2021-2024) • Stitch Fix, Inc. (2020-2023) | | | OTHER AFFILIATIONS • Member, Council on Foreign Relations • Board of Trustees, The Paley Center for Media • Member, Stanford University Graduate School of Business Advisory Council | |

  18. Board Nominee Diversity Matrix

    | | Brian Niccol chairman of the board and chief executive officer, Starbucks | | AGE 51 | DIRECTOR SINCE 2024 | | | | | FAVORITE DRINK Americano, black | |

  19. Board Nominee Diversity Matrix

    | INDEPENDENT | PROFESSIONAL BACKGROUND BRIAN NICCOL has served as chairman of the board and chief executive officer of Starbucks since September 2024. Mr. Niccol joined Starbucks after leading Chipotle Mexican Grill, Inc. (“Chipotle”) through a period of growth and transformation, having served as a director and as its Chief Executive Officer since 2018, and as its Chairman since March 2020. He more than doubled the business by establishing Chipotle as a culinary leader, pioneering digital innovation, introducing exciting new menu offerings and expanding internationally. He also helped improve the experience of Chipotle’s people by focusing on strengthening culture and development. Before joining Chipotle, he served as Chief Executive Officer of Taco Bell, a division of Yum! Brands, Inc., from 2015 to 2018, after having served as its President from 2013 to 2014 and Chief Marketing and Innovation Officer from 2011 to 2012. Mr. Niccol also served in leadership roles at Pizza Hut, another division of Yum! Brands from 2005 to 2011. He began his career in brand management at Procter and Gamble. Mr. Niccol holds a bachelor’s degree from Miami University in Ohio and an MBA from the University of Chicago’s Booth School of Business. RELEVANT SKILLS AND EXPERIENCE Mr. Niccol is a proven leader with a record of delighting customers, driving innovation, building culturally relevant brands, and ensuring operational excellence. He’s recognized for his focus on people and for nurturing strong and creative company cultures. He brings to the Company and board more than 25 years in leadership, marketing, and operations roles for some of the world’s most respected brands. | | COMMITTEES • None | | | SKILLS BRD CSR FIN HCM IND INT PUB SNR | | | OTHER PUBLIC BOARDS WITHIN THE PAST FIVE YEARS • Walmart Inc. (since 2024) • Chipotle Mexican Grill (2020-2024) • KB Homes (2021-2024) • Harley-Davidson (2016-2021) | | | OTHER AFFILIATIONS • None | |

  20. Board Nominee Diversity Matrix

    | 14 | STARBUCKS 2025 PROXY | PROPOSAL 1: ELECTION OF DIRECTORS |

  21. Board Nominee Diversity Matrix

    | | Daniel Servitje Executive Chair, Grupo Bimbo SAB de CV | | AGE 65 | DIRECTOR SINCE 2024 | | | | | FAVORITE DRINK Cappuccino | |

  22. Board Nominee Diversity Matrix

    | INDEPENDENT | PROFESSIONAL BACKGROUND DANIEL JAVIER SERVITJE MONTULL has served as the Executive Chair of the Board for Grupo Bimbo SAB de CV (“Grupo Bimbo”) since June 2024. Mr. Servitje joined Grupo Bimbo, a multinational food company listed on the Mexican Stock Exchange, in 1976, and served as its chairman of the board since 2013 and previously served as its President and Chief Executive Officer from 1997 until his retirement in June 2024. Grupo Bimbo holds more than 100 brands and 13,000 different products in 34 countries around the world and employs more than 148,000 associates. Mr. Servitje has a B.A. degree from Universidad Iberoamericana and an MBA from Stanford University. RELEVANT SKILLS AND EXPERIENCE Mr. Servitje brings extensive executive leadership experience acquired by serving as the head of a multinational food giant for decades. He is uniquely positioned to advise on the challenges and opportunities facing companies, like Starbucks, that are seeking to provide an unparalleled experience and build a superior brand reputation as an international consumer-facing food business. This experience enables Mr. Servitje to offer nuanced and actionable guidance on matters affecting various facets of Starbucks business. During his time in senior leadership at Grupo Bimbo, Mr. Servitje has presided over and helped to drive Grupo Bimbo’s progress on environmental and social and community impact matters. | | COMMITTEES • Impact Committee | | | SKILLS BRD CSR DIV ENV FIN HCM IND INT PUB SNR | | | OTHER PUBLIC BOARDS WITHIN THE PAST FIVE YEARS • Grupo Bimbo SAB de CV (since 1994) • Coca-Cola FEMSA SAB de CV (1998-2022) | | | OTHER AFFILIATIONS • Chairman, Corporación Aura Solar • Director, Mexican Institute for Competitiveness • Director, Latin America Conservation Council • Director, The Global Consumer Goods Forum | |

  23. Board Nominee Diversity Matrix

    | | Mike Sievert Chief Executive Officer, President, and Director, T-Mobile US, Inc. | | AGE 55 | DIRECTOR SINCE 2024 | | | | | FAVORITE DRINK Dark Roast (preferably Sumatra), black | |

  24. Board Nominee Diversity Matrix

    | INDEPENDENT | PROFESSIONAL BACKGROUND MICHAEL SIEVERT currently serves as Chief Executive Officer, President, and Director at T-Mobile US, Inc. (“T-Mobile”), one of the world’s largest telecommunications companies. He has served as Chief Executive Officer since April 1, 2020, the same day T-Mobile completed its historic merger with Sprint. He previously served as President, Chief Operating Officer, and Director of T-Mobile US, Inc. from 2018 to 2020, as Chief Operating Officer from 2015 to 2018, and as Executive Vice President and Chief Marketing Officer from 2012 to 2015. Prior to joining T-Mobile, Mr. Sievert held senior executive positions at Discovery Bay Games, Inc. in 2012, Clearwire Corporation from 2009 to 2011, which is now part of T-Mobile, Microsoft Corporation from 2005 to 2008, AT&T Wireless from 2002 to 2004, and E*Trade Financial from 1998 to 2001. In addition, he has served as an entrepreneur and investor involved with several Seattle-area start-up companies. In 2008 and 2009, Mr. Sievert was cofounder and Chief Executive Officer of Switchbox Labs, Inc., a consumer technologies developer, leading up to its sale to Lenovo Group Limited, where he briefly served after the acquisition. Mr. Sievert started his career with management positions at Procter & Gamble and IBM. Mr. Sievert served on the boards of Rogers Wireless Communications in Canada, Switch & Data Corporation, and a number of technology start-ups. Mr. Sievert earned a bachelor’s degree in economics from the Wharton School at the University of Pennsylvania in 1991. RELEVANT SKILLS AND EXPERIENCE Mr. Sievert’s extensive executive leadership experience at both public and private companies enables him to evaluate and make informed decisions on a range of strategic initiatives. On matters of marketing and branding in particular, his decades-long tenure with a host of the world’s most prominent companies allows him to provide insightful guidance that will help Starbucks maintain and bolster its status as one of the world’s most well-known and well-respected brands. Finally, as a long-time executive at one of the foremost Seattle-area companies, Mr. Sievert brings an understanding of how Starbucks Seattle roots have shaped its past and will continue to shape its future. | | COMMITTEES • Compensation Committee | | | SKILLS BRD FIN HCM PUB SNR TEC | | | OTHER PUBLIC BOARDS WITHIN THE PAST FIVE YEARS • T-Mobile US, Inc. (since 2018) • Shaw Communications, Inc. (2018-2023) | | | OTHER AFFILIATIONS • President and Director, T-Mobile USA Foundation (previously) | |

  25. Board Nominee Diversity Matrix

    | 15 | STARBUCKS 2025 PROXY | PROPOSAL 1: ELECTION OF DIRECTORS |

  26. Board Nominee Diversity Matrix

    | | Wei Zhang Former Senior Advisor and President, Alibaba Pictures Group | | AGE 54 | DIRECTOR SINCE 2023 | | | | | FAVORITE DRINK Hazelnut Caffé Latte | |

  27. Board Nominee Diversity Matrix

    | INDEPENDENT | PROFESSIONAL BACKGROUND WEI ZHANG was Senior Advisor and President of Alibaba Pictures Group, leading global operations from its formation in 2014 through her retirement in 2021. She joined Alibaba Group in 2008 as Senior Vice President of Corporate Development and spent the next six years in strategic investment and M&A, corporate strategy, and corporate social responsibility roles. Prior to joining Alibaba, Ms. Zhang was Chief Operating Officer of Star China from 2005 to 2008, overseeing day to day operations of News Corp’s China subsidiary. She was Managing Director of CNBC China from 2002 to 2005 and held positions at Bain & Company and General Electric. Ms. Zhang has a B.A. degree from Seton Hill University and an MBA from Harvard Business School. RELEVANT SKILLS AND EXPERIENCE Ms. Zhang is a highly accomplished senior executive with broad global experience, particularly in the China market. Ms. Zhang brings valuable knowledge of e-commerce, digitization, media, and entertainment to the board, along with a deep understanding of international markets and industry dynamics. She has spearheaded successful digital transformation initiatives, using innovative strategies and cutting-edge technologies to optimize online platforms to both enhance customer experiences and drive substantial growth in the e-commerce market. Ms. Zhang’s background in media and entertainment provides the board with a unique perspective on effectively positioning brands by leveraging media platforms, content creation, and strategic partnerships. These innovative methods have consistently driven consumer engagement and increased brand visibility. By leveraging her diverse global experience, profound expertise in e-commerce and digitization, and exceptional media and entertainment acumen, Ms. Zhang is an extremely valuable asset to our board. | | COMMITTEES • Audit Committee • Nominating/Governance Committee | | | SKILLS BRD CSR DIV HCM IND INT PUB SNR TEC | | | OTHER PUBLIC BOARDS WITHIN THE PAST FIVE YEARS • Ralph Lauren Corporation (since 2022) | | | OTHER AFFILIATIONS • Board of Directors, Amblin Partners (previously) • Board of Directors, Alibaba Pictures Group (previously) • Board of Directors, Meituan Company (previously) • Board of Directors, Los Angeles Sports and Entertainment Commissions (previously) • Board of Directors, Jack Ma Foundation (previously) | |

  28. Board Nominee Diversity Matrix

    | 16 | STARBUCKS 2025 PROXY | PROPOSAL 1: ELECTION OF DIRECTORS |

  29. Board Nominee Diversity Matrix

    | Corporate governance |

  30. Board Nominee Diversity Matrix

    | BOARD STRUCTURE |

  31. ROLE OF OUR BOARD COMMITTEES

    ROLE OF OUR BOARD COMMITTEES Our board of directors currently has four standing committees: the Audit and Compliance Committee (“Audit Committee”), the Compensation and Management Development Committee (“Compensation Committee”), the Environmental, Partner, and Community Impact Committee (“Impact Committee”), and the Nominating/Governance Committee. The board of directors, based upon recommendations from the Nominating/Governance Committee, makes committee and committee chair assignments annually. The board adjusts committee assignments as deemed appropriate. The board has determined that all the members of each committee are “independent directors” as defined by Nasdaq rules. In addition, the board has determined that directors who serve on our Audit Committee and Compensation Committee satisfy the additional independence and qualification criteria applicable to directors serving on such committees under Nasdaq listing requirements and SEC rules. The current composition and primary responsibility of each standing committee are summarized on the following pages. The board is committed to reviewing its overall composition, the composition of its committees, and the chairs of each of the committees at or prior to the first board meeting following the Annual Meeting. Each standing committee also has risk oversight within its respective areas of accountability as discussed under the heading “Risk Oversight” on page 23. All four committees operate pursuant to written charters, which are available on our website at www.starbucks.com/about-us/company-information/corporate-governance. Each committee annually reviews and reassesses the adequacy of its charter and recommends any proposed changes to its respective charter to the board for approval.

  32. ROLE OF OUR BOARD COMMITTEES

    | Audit and Compliance Committee | | COMMITTEE MEMBERS: Andy Campion (chair) Ritch Allison Jørgen Vig Knudstorp Wei Zhang | REPORT: Page 85 | | | | | NUMBER OF MEETINGS IN FISCAL YEAR 2024: 10 |

  33. ROLE OF OUR BOARD COMMITTEES

    | THE PRIMARY RESPONSIBILITIES OF THE AUDIT COMMITTEE ARE TO: | | | • oversee our accounting and financial reporting processes, including focused review of higher-risk areas • appoint the independent registered public accounting firm and oversee the relationship • review the annual audit and quarterly review processes with management and the independent registered public accounting firm • review the Company’s quarterly and annual financial statements with management and the independent registered public accounting firm • review management’s assessment of the effectiveness of the Company’s internal control over financial reporting and the independent registered public accounting firm’s related attestation | • oversee the Company’s internal audit function • discuss any material weakness or significant deficiency and any steps taken to resolve the issue • review any significant findings and recommendations from internal audit • review and approve or ratify all transactions with related persons and potential conflicts of interests that are required to be disclosed in the proxy statement • review periodically, discuss with management, and regularly report to the board major and emerging risk exposures, risk assessment, and risk management policies • oversee the Company’s program, policies, and procedures related to cybersecurity |

  34. ROLE OF OUR BOARD COMMITTEES

    Ms. Ford served on the Audit Committee during fiscal year 2024 until March 2024. Each of Mr. Campion, Mr. Allison, Mr. Knudstorp, and Ms. Zhang: (i) meets the independence criteria prescribed by applicable law and SEC rules for audit committee membership and (ii) meets Nasdaq’s financial knowledge and sophistication requirements. Each of Mr. Campion, Mr. Allison, and Mr. Knudstorp has been determined by the board to be an “audit committee financial expert” under SEC rules. The Audit Committee Report describes in more detail the Audit Committee’s responsibilities with regard to our financial statements and its interactions with our independent auditor, Deloitte & Touche LLP.

  35. ROLE OF OUR BOARD COMMITTEES

    | 20 | STARBUCKS 2025 PROXY | CORPORATE GOVERNANCE |

  36. ROLE OF OUR BOARD COMMITTEES

    | Compensation and Management Development Committee | | COMMITTEE MEMBERS: Ritch Allison (chair) Andy Campion Beth Ford Mike Sievert | REPORT: Page 70 | | | | | NUMBER OF MEETINGS IN FISCAL YEAR 2024: 5 |

  37. ROLE OF OUR BOARD COMMITTEES

    | THE PRIMARY RESPONSIBILITIES OF THE COMPENSATION COMMITTEE ARE TO: | | | • oversee, review, and approve, as appropriate, the Company’s overall compensation policies, structure, and programs (including with respect to wages, salaries, bonuses, equity plans, partner benefit plans, and other benefits) for partners and officers • conduct an annual review of, and recommend to the independent directors of the board, the compensation package for the ceo • conduct an annual review and approve or recommend, as applicable, the compensation packages for Section 16 officers and other senior officers designated by the board • annually review and approve performance measures and targets for all executive officers participating in the annual incentive bonus plan and long-term incentive plans, and certify achievement of such measures and targets • approve, modify, and administer partner-based equity plans, the Executive Management Bonus Plan (the “Annual Incentive Bonus Plan”), and deferred compensation plans • annually establish the evaluation process for reviewing the ceo’s performance | • periodically review and approve our management development and succession planning practices • review and approve the Company’s peer group companies and review market data • except where explicitly delegated to other committees of the board, review and assess the Company’s human capital management strategies, practices, policies, goals, programs, disclosures, and risks, including policies and strategies regarding recruiting, selection, talent development, progression, retention, and diversity, equity, and inclusion • provide recommendations to the board on compensation-related proposals to be considered at the Company’s annual meeting of shareholders • determine management stock ownership guidelines and periodically review ownership levels for compliance • annually review a report regarding potential material risks, if any, created by the Company’s compensation policies and practices and inform the board of any necessary actions |

  38. ROLE OF OUR BOARD COMMITTEES

    The Compensation Committee may form and delegate any or all of its responsibilities to one or more subcommittees, as may be necessary or appropriate, and within certain limits. At least annually, the Compensation Committee reviews and approves our executive compensation strategy and principles to confirm that they are aligned with our business strategy and objectives, shareholder interests, desired behaviors, and corporate culture. Each of Mr. Allison, Mr. Campion, Ms. Ford, and Mr. Sievert meets the heightened independence criteria prescribed by the SEC and Nasdaq rules for compensation committee membership. Compensation committee interlocks and insider participation No member of the Compensation Committee was, at any time during fiscal year 2024 or at any other time, an officer or employee of Starbucks, and no member of this Committee had any relationship with Starbucks requiring disclosure under Item 404 of Regulation S-K under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). No executive officer of Starbucks has served on the board of directors or compensation committee of any other entity that has or has had one or more executive officers who served as a member of the Compensation Committee during fiscal year 2024.

  39. ROLE OF OUR BOARD COMMITTEES

    | 21 | STARBUCKS 2025 PROXY | CORPORATE GOVERNANCE |

  40. ROLE OF OUR BOARD COMMITTEES

    | Environmental, Partner, and Community Impact Committee | | COMMITTEE MEMBERS: Beth Ford (chair) Jørgen Vig Knudstorp Daniel Servitje | | | | | | NUMBER OF MEETINGS IN FISCAL YEAR 2024: 6 |

  41. ROLE OF OUR BOARD COMMITTEES

    | THE PRIMARY RESPONSIBILITIES OF THE IMPACT COMMITTEE ARE TO: | | | • monitor the Company’s environmental, partner, community, customer, and farmer promises and oversee policies and practices related to such promises • oversee policies and practices related to labor relations and partner health and safety • oversee policies related to health regulations and guidelines and food safety standards and controls as well as programs and policies related to nutrition and health | • oversee the Company’s program, policies, and procedures related to data privacy and identify associated risks • oversee non-executive partner training programs, including the Company’s education and opportunity benefits programs • annually review and assess the effectiveness of the Company’s environmental and social and community strategies, policies, practices, goals, programs, disclosure, and risks, including review of the Company’s annual Impact Report |

  42. ROLE OF OUR BOARD COMMITTEES

    | Nominating and Corporate Governance Committee | | COMMITTEE MEMBERS: Jørgen Vig Knudstorp (chair) Neal Mohan Wei Zhang | | | | | | NUMBER OF MEETINGS IN FISCAL YEAR 2024: 7 |

  43. ROLE OF OUR BOARD COMMITTEES

    | THE PRIMARY RESPONSIBILITIES OF THE NOMINATING/GOVERNANCE COMMITTEE ARE TO: | | | • make recommendations to the board regarding board leadership and membership and chairs of the board’s committees • make recommendations to the board about the Company’s corporate governance processes • assist in identifying and screening board candidates, administer the Policy on Director Nominations, and consider shareholder nominations to the board • annually assess the evaluation process for the effective performance of the governance responsibilities of the board and its committees and recommend any changes to that process to the board | • annually review compensation for independent directors on the board and its committees and make recommendations to the board regarding such compensation • annually review corporate political contributions and expenditures • provide recommendations to the board on shareholder proposals to be considered at the Company’s annual meeting of shareholders |

  44. ROLE OF OUR BOARD COMMITTEES

    Mr. Nadella served on the Nominating/Governance Committee during fiscal year 2024 but left the board in May 2024.

  45. ROLE OF OUR BOARD COMMITTEES

    | 22 | STARBUCKS 2025 PROXY | CORPORATE GOVERNANCE |

  46. COMPENSATION OF DIRECTORS

    COMPENSATION OF DIRECTORS Fiscal year 2024 compensation program for non-employee directors Under its charter, the Nominating/Governance Committee annually reviews and recommends the type and amount of board compensation for non-employee directors. Compensation decisions for non-employee directors are made by the Nominating/Governance Committee for each “Plan Year,” as defined in the Deferred Compensation Plan for Non-Employee Directors, which begins after the annual meeting of shareholders and concludes immediately before the following annual meeting of shareholders. When considering and ultimately recommending changes to the compensation program for our non-employee directors, the Nominating/Governance Committee considers peer data, analysis, and recommendations provided by an independent compensation consulting firm.

  47. NON-EMPLOYEE DIRECTOR COMPENSATION HIGHLIGHTS

    NON-EMPLOYEE DIRECTOR COMPENSATION HIGHLIGHTS • The lead independent director, or independent board chair (as applicable) and committee chairs receive additional fees to differentiate individual pay based on workload. • The overall compensation mix emphasizes equity. • Annual equity grants have a fixed value and vest immediately. • Directors do not receive performance-based equity awards. • Directors are subject to robust stock ownership guidelines to align their interests with those of our shareholders. • Non-employee directors do not receive any perquisites. • Committee chairs, but not other committee members, receive additional fees for committee service. • Our deferred stock unit program facilitates stock ownership.

  48. 2024 PLAN YEAR COMPENSATION (MARCH 2024 - MARCH 2025)

    | Type of Compensation | Amount | How Paid | | Annual retainer | $130,000 | Lump sum in cash or fully-vested restricted stock units (“RSUs”), at the election of the director | | Equity award | $180,000 | Fully-vested RSUs | | Additional retainer—independent board chair/lead independent director | $185,000 | Lump sum in cash or fully-vested RSUs, at the election of the director | | Additional retainer—Audit Committee chair* | $30,000 | Lump sum in cash or fully-vested RSUs, at the election of the director | | Additional retainer—Compensation Committee, Impact Committee, and Nominating/Governance Committee chairs* | $20,000 | Lump sum in cash or fully-vested RSUs, at the election of the director |

  49. DEFERRED COMPENSATION PLAN

    DEFERRED COMPENSATION PLAN The Deferred Compensation Plan for Non-Employee Directors enhances the Company’s ability to attract and retain non-employee directors by providing individual financial tax planning flexibility. Under this plan, a non-employee director may irrevocably elect to defer receipt of shares of common stock the director would have received upon vesting of RSUs until (1) three years from the vesting of the RSU or (2) separation from the board.

  50. NON-EMPLOYEE DIRECTOR STOCK OWNERSHIP GUIDELINES

    | Name(1) | Fees Earned or Paid in Cash ($) | Stock Awards ($)(2) | Option Awards ($)(3) | Total ($) | | Ritch Allison | — | $329,979 | — | $329,979 | | Andy Campion | — | $339,965 | — | $339,965 | | Beth Ford | — | $336,746 | — | $336,746 | | Mellody Hobson | — | $494,969 | — | $494,969 | | Jørgen Vig Knudstorp | — | $329,979 | — | $329,979 | | Neal Mohan | — | $373,602 | — | $373,602 | | Satya Nadella | — | $309,917 | — | $309,917 | | Daniel Servitje | — | $373,602 | — | $373,602 | | Mike Sievert | — | $373,602 | — | $373,602 | | Wei Zhang | — | $309,917 | — | $309,917 |

  51. EXECUTIVE SUMMARY

    ceo new hire package In connection with Mr. Niccol’s appointment as ceo, in August 2024 we entered into an offer letter with Mr. Niccol, which documents, among other things, his compensation and employment terms. The Compensation Committee, together with the other independent members of our board, spent significant time reviewing Mr. Niccol’s compensation package with the Committee’s independent compensation consultant. In approving the final terms of Mr. Niccol’s compensation package, they considered, among other things: • Starbucks critical need for a transformative leader at a pivotal moment in its history; • Mr. Niccol’s leadership and transformation journey at Chipotle—which resulted in significant growth and value creation for Chipotle and set new standards in the industry; • the substantial value of the cash and equity compensation that Mr. Niccol would forfeit upon his departure from Chipotle in both the near- and long-term; • Mr. Niccol’s total target direct compensation as well as his aircraft benefits at Chipotle; and • Starbucks peer group, which had recently been updated in connection with fiscal year 2025 compensation decisions (see “Our Executive Compensation Process” on page 61 for more information regarding these peer group updates). Based on such considerations, the Compensation Committee and the other independent members of our board ultimately determined that such a compensation package was necessary to recruit a ceo of the caliber of Mr. Niccol, who could effectively execute on a strategic reset of the Company while maintaining the confidence of Starbucks partners, shareholders, and other stakeholders. In November 2024, Mr. Niccol’s offer letter was amended to (i) clarify that his equity awards should be determined based on target value rather than grant date fair value to correctly capture the intent of the parties to the offer letter with respect to his performance-based equity grants, and (ii) align with Starbucks grant practices with respect to annual equity grants, which are determined based on target value, rather than grant date fair value. The independent members of our board confirmed and ratified Mr. Niccol’s replacement equity grant (as detailed below) in accordance with the amendments to the offer letter. The Compensation Committee, as well as the other independent members of our board, strongly believe that Mr. Niccol’s leadership is necessary to drive sustainable, long-term growth at Starbucks, and that shareholders have been largely receptive of Mr. Niccol’s appointment as evidenced by Starbucks stock price, which as of January 10, 2025, has increased approximately 20% from the date just prior to the announcement of Mr. Niccol’s appointment as ceo. The rationale for each of the elements of Mr. Niccol’s compensation and how each element aligns with our compensation philosophy is summarized in the table below. As discussed in greater detail below, Mr. Niccol’s signing bonus and replacement equity grants, which represent a substantial portion of his compensation in fiscal year 2024, are “make whole” awards, which are intended to replace the estimated value of the cash and equity compensation that Mr. Niccol would forfeit upon his departure from Chipotle in both the near- and long-term.

  52. EXECUTIVE SUMMARY

    | Compensation Element | Description | Rationale | | Base Salary | $1,600,000, prorated for fiscal year 2024 | Provides a predictable level of income In determining the amount, Mr. Niccol’s skills and experience, his role and responsibilities, market data, his prior compensation, and the desire and need to attract Mr. Niccol to join Starbucks were considered | | Annual Incentive Bonus Target | 225% of base salary (target); 450% of base salary (maximum), prorated for fiscal year 2024 | Ties additional upside earning opportunity to Company and individual performance results In determining the amount, Mr. Niccol’s skills and experience, his role and responsibilities, market data, his prior compensation, and the desire and need to attract Mr. Niccol’s to join Starbucks were considered | | Annual Equity Incentives | Annual equity awards with a target value of $23,000,000 for fiscal year 2025, calculated using the closing stock price on the date of grant; future equity award values will be determined on an annual basis | In determining the amount, Mr. Niccol’s skills and experience, his role and responsibilities, market data, his prior compensation, and the desire and need to attract Mr. Niccol’s to join Starbucks were considered |

  53. EXECUTIVE SUMMARY

    | Compensation Element | Description | Rationale | | Replacement Equity Grants | Replacement equity grants with a target value of no less than $75,000,000 but no more than $80,000,000 on the date of grant, calculated using the closing stock price on the date of grant • 60% in PRSUs, which vest based on performance, and • 40% in time-based RSUs, which vest annually over three years The PRSUs will be eligible to vest based on Starbucks relative total shareholder return (“TSR”) compared to the S&P 500 index over a three-year period beginning on his start date, in accordance with the following schedule: • 75th percentile: 200% of target • 65th percentile: 100% of target • 40th percentile: 50% of target The percentage of target number of PRSUs that vests will be determined using linear interpolation between the above points | The replacement equity grants were made to replace the estimated value of outstanding equity awards that Mr. Niccol forfeited when he left his previous employer to join Starbucks that would have vested after the six months following his departure The $75,000,000 target value minimum was intended to ensure that the target value of Mr. Niccol’s replacement grants did not fall significantly below the estimated value of the outstanding equity awards that Mr. Niccol forfeited when he left his previous employer to join Starbucks that would have vested after six months; an $80,000,000 cap was implemented to both reflect and limit the number of stock units that Mr. Niccol could receive due to an increase in stock price between the date of his appointment and his start date This $80,000,000 maximum value cap was triggered due to the 24% increase in our stock price on the announcement of Mr. Niccol’s hiring. Please see “Target Values versus Accounting Values” on page 56 for a more detailed discussion of the accounting implications of Mr. Niccol’s replacement equity grants The replacement equity grants are intended to drive performance, support retention, and incentivize Mr. Niccol to lead our transformation through our "Back to Starbucks" strategy and beyond Relative TSR was chosen as a metric to emphasize pay for performance and drive sustained shareholder value creation by directly linking the payout to Starbucks long-term total shareholder return relative to the S&P 500 Index Target performance was set at the 65th percentile, with performance measured over a three-year performance period, to incentivize significant, sustained outperformance We believe that the S&P 500 Index, which is also used to assess relative TSR performance in our Leadership Stock Plan, is an appropriate benchmark because it represents a robust, broad representation of the potential opportunity cost of investing in Starbucks from an investor’s perspective | | Perquisites and Other Executive Benefits | Temporary housing provided until permanent secondary housing established in Seattle Establishment of a remote office in city of primary residence Use of Starbucks aircraft for travel between city of primary residence and Starbucks headquarters and up to $250,000 in personal non-commuting travel per year; additional use of Starbucks aircraft for travel pursuant to Mr. Niccol’s time sharing agreement Up to $50,000 for legal fee reimbursements in connection with negotiating the terms of Mr. Niccol’s employment Personal security, driver when traveling in Seattle, executive life insurance, and physical exam | We believe that providing such benefits was necessary to attract and retain a transformative leader like Mr. Niccol We provide security benefits, executive physicals, and a driver because we believe that the personal health and safety and security of our ceo is of the utmost importance to Starbucks and its shareholders The security, aircraft, and driver benefits were recommended under an independent, third-party security study Mr. Niccol was also entitled the use of his previous employer’s aircraft for personal travel up to a fixed value each year Please see "Perquisites and Other Executive Benefits" on page 66 for more information regarding certain of these benefits |

  54. EXECUTIVE SUMMARY

    | Compensation Element | Description | Rationale | | Signing Bonus | $10,000,000, with 50% paid on the payroll date following the one-month anniversary of start date, and 50% paid on the payroll date following the six-month anniversary, subject to continued employment Mr. Niccol will be entitled to the unpaid portion if he is terminated without cause, or due to death or disability, or resigns for good reason (as defined in his offer letter) and executes a separation and release agreement | The signing bonus was intended to replace the sum of (i) the estimated earned value of Mr. Niccol’s cash incentive opportunity, which he forfeited when he departed his previous employer and (ii) the estimated value of the equity awards granted by his previous employer that would have vested within the six months following his departure The vesting and payout schedule of the signing bonus takes into account the estimated payout dates of Mr. Niccol’s forfeited cash incentive opportunity and forfeited portion of his equity awards, which in both cases would have been earned and paid out within six months following his departure | | Severance Benefits | Participation in the Starbucks Executive Severance and Change in Control Plan ("Severance and CIC Plan") A resignation for good reason will constitute a qualifying termination under the Severance and CIC Plan, whether prior to, in connection with, or following a change in control If Mr. Niccol is terminated without cause, or due to death or disability, or resigns for good reason, his replacement time-based RSUs will continue to vest as scheduled and his replacement PRSUs will be eligible to vest in full based on the original performance criteria and performance period | Supports our objective of attracting and retaining a transformative leader Please see "Executive Compensation Agreements and Arrangements" on page 67 for more information regarding the material features and rationale for the design of the Starbucks Severance and CIC Plan |

  55. EXECUTIVE SUMMARY

    Fiscal year 2024 executive compensation payouts Our fiscal year 2024 executive program payouts are aligned with our pay-for-performance philosophy. Each of our NEOs who was eligible to earn an annual cash incentive award under the Annual Incentive Bonus Plan earned an award based on our financial and operational results (payout of 14% of target) and their individual performance (payout ranged from 66.7% to 108.3% of target) based on their performance against their individual strategic, operational, and team goals. Our fiscal year 2022 PRSUs (awarded in November 2021) paid out at 42.75% of target as a result of the 60% average achievement against our three-year adjusted EPS targets being reduced by our three-year relative total shareholder return and three-year representation modifier.

  56. EXECUTIVE SUMMARY

    | ANNUAL INCENTIVE BONUS PLAN | | | Financial Performance | Individual Performance Factor | | Payout of 14% of target | Payout ranged from 66.7% to 108.3% of target |

  57. EXECUTIVE SUMMARY

    | LEADERSHIP STOCK PLAN | | Fiscal Year 2022 PRSUs | | Payout of 42.75% |

  58. FISCAL YEAR 2024 ANNUAL INCENTIVE BONUS PLAN

    FISCAL YEAR 2024 ANNUAL INCENTIVE BONUS PLAN

  59. EXECUTIVE COMPENSATION PROGRAM

    | Element | Form | Objectives and Basis | | Base Salary | Cash | • Attract and retain highly qualified executives to drive our success | | Annual Incentive Bonus | Cash | • Drive short-term Company performance and promote our financial goals • Actual payout based on financial performance against pre-established adjusted net revenue and adjusted operating income targets and individual performance | | Long-term Incentive | PRSUs (60%) and time-based RSUs (40%) | • Drive long-term Company performance, align interests of executives with those of shareholders, promote our talent and inclusion and sustainability initiatives, retain executives through long-term vesting, and support potential wealth accumulation • PRSUs are earned based on three-year adjusted EPS performance against pre-established annual targets, subject to downward or upward adjustment of up to 25% based on our relative TSR performance, downward or upward adjustment of up to 10% based on achievement of a three-year talent goal, and downward or upward adjustment of up to 10% based on achievement of a three-year sustainability goal • Time-based RSUs vest over a four-year period, subject to continued service with the Company, and become more valuable as our stock price increases, which aligns the recipients’ interests with the interests of our shareholders | | Perquisites and Other Executive Benefits | See “Other Fiscal year 2024 Compensation Matters – Perquisites and Other Executive Benefits” on page 66 | • Provide for the safety and wellness of our executives and support our objective of attracting and retaining top executive talent | | Deferred Compensation | 401(k) plan and non-qualified Management Deferred Compensation Plan | • Provide methods for general savings, including for retirement and benefits generally consistent with those offered by our peer group | | General Benefits | Health and welfare plans, stock purchase plan, and other broad-based partner benefits | • Offer competitive benefits package that generally includes benefits offered to all partners |

  60. OVERVIEW

    OVERVIEW Annual cash incentive awards for the NEOs are paid pursuant to our Annual Incentive Bonus Plan. The Annual Incentive Bonus Plan is designed to reward both collective and individual performance. Awards align compensation with the execution of organization-wide strategic initiatives that drive long-term performance, but also are differentiated to reflect each NEO’s performance with respect to individual goals. Each NEO’s annual incentive award in fiscal year 2024 was based on two components, as shown below. Specifically, 75% of the overall Annual Incentive Bonus Plan payout was based on adjusted net revenue and adjusted operating income goals on a consolidated Company basis and the remaining 25% of the overall Annual Incentive Bonus Plan payout was based on individual performance goals. For each metric, the possible payout can vary from 0% to 200% of target, depending on performance, with linear interpolation used to determine the payout for performance for our financial performance goals.

  61. TARGET OPPORTUNITIES

    TARGET OPPORTUNITIES The target opportunities as a percentage of base salary for fiscal year 2024 for our NEOs are shown below. The target award amounts were determined by the Compensation Committee after considering a number of factors, including the breadth, scope, and complexity of the NEO’s role and responsibilities, internal equity, whether the target annual incentive is competitive with opportunities for similarly situated executives in our peer group, and individual performance. As the table below shows, no officer received an increase in their target annual incentive opportunity for fiscal year 2024.

  62. TARGET OPPORTUNITIES

    | | Bonus Targets Percentage of Base Salary | | | | Named Executive Officer | Fiscal Year 2023 | Fiscal Year 2024 | % Change | | Brian Niccol(1) | N/A | 225% | N/A | | Rachel Ruggeri | 125% | 125% | 0% | | Brady Brewer | 100% | 100% | 0% | | Bradley E. Lerman | 100% | 100% | 0% | | Michael Conway | 150% | 150% | 0% | | Laxman Narasimhan | 200% | 200% | 0% |

  63. TARGET OPPORTUNITIES

    | | FINANCIAL PERFORMANCE GOALS (75%) For fiscal year 2024, the portion of the annual cash incentive award derived from financial performance goals was based on the achievement of adjusted net revenue and adjusted operating income measures on a Company consolidated basis. We chose these measures because we believed they would motivate our executives to drive Company growth and profitability consistent with our board-approved annual financial and long-term strategic plans. The threshold, target, and maximum criteria and actual results for adjusted net revenue and adjusted operating income for fiscal year 2024 were as follows: |

  64. TARGET OPPORTUNITIES

    (1) In fiscal year 2024, consolidated adjusted operating income equaled the total of all business units’ operating income less total unallocated corporate expenses. The performance measures under the Annual Incentive Bonus Plan that were approved at the beginning of the performance period provided for certain non-GAAP adjustments so that the performance measures would reflect underlying business operations more consistently than the comparable GAAP measures. Appendix A includes a reconciliation of adjusted net revenue and adjusted operating income to the most directly comparable measure reported under GAAP as well as information regarding how these measures are calculated. To reflect performance above or below targets, adjusted net revenue and adjusted operating income have sliding scales that provide for annual cash incentive award payouts greater than the target bonus if the results are greater than target (up to a maximum 200% payout) or less than the target bonus if the results are lower than the target (down to a threshold of 25% of target payout, below which the result would be 0% payout). As noted in the table above, consolidated Company adjusted net revenue and adjusted operating income goals were achieved at 93% and 81% of target, respectively, resulting in achievement factors of 35% and 0%, respectively, and a weighted achievement factor of 14% for all consolidated Company financial performance goals.

  65. TARGET OPPORTUNITIES

    | Payout Range | Goals | Rationale | | 0-200% | Strategic, Operational, and Team Goals Varies by individual, tied to the NEO’s primary areas of responsibility | In fiscal year 2024, we approved individual strategic, operational, and team goals directly tied to the NEO’s primary areas of responsibility to drive sustainable growth and value creation. |

  66. FISCAL YEAR 2024 ANNUAL CASH INCENTIVES EARNED

    FISCAL YEAR 2024 ANNUAL CASH INCENTIVES EARNED Annual cash incentives earned are aligned with Starbucks fiscal year 2024 performance and also reflect individual contributions. The table below shows the fiscal year 2024 actual payout levels for each component of the Annual Incentive Bonus Plan, based on achievement of the performance goals. Annual cash incentives earned are also disclosed in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table.

  67. FISCAL YEAR 2024 ANNUAL CASH INCENTIVES EARNED

    | | | | | | | Bonus Earned | | | Named Executive Officer | Target Bonus Opportunity ($) | Financial Performance (% of Target) Weighted 75% | + | Individual Performance Factor (% of Target) Weighted 25% | = | (% of Target) | | | Brian Niccol(1) | $216,393 | 14.00% | | N/A | | 14.0% | $30,295 | | Rachel Ruggeri | $1,147,500 | 14.00% | | 66.7% | | 27.2% | $311,738 | | Brady Brewer | $1,500,000 | 14.00% | | 83.3% | | 31.3% | $242,833 | | Bradley E. Lerman | $775,000 | 14.00% | | 108.3% | | 37.6% | $286,385 | | Michael Conway | $762,000 | 14.00% | | 75.0% | | 29.3% | $438,750 | | Laxman Narasimhan(2) | $2,424,110 | 14.00% | | 100.0% | | 35.5% | $860,559 |

  68. FISCAL YEAR 2024 ANNUAL CASH INCENTIVES EARNED

    (1) Pursuant to Mr. Niccol’s offer letter, his fiscal year 2024 bonus payout is based solely on financial performance and prorated based on his start date with the Company on September 9, 2024. (2) In connection with Mr. Narasimhan’s termination of employment in August 2024, Mr. Narasimhan was entitled to receive the severance benefits set forth in his offer letter dated September 1, 2022, and our Severance and CIC Plan, which included a prorated bonus earned based on actual financial performance (assuming 100% achievement of any individual performance targets).

  69. FISCAL YEAR 2024 ANNUAL CASH INCENTIVES EARNED

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  70. FISCAL YEAR 2024 ANNUAL CASH INCENTIVES EARNED

    Long-term incentives under the Leadership Stock Plan

  71. OVERVIEW

    OVERVIEW In fiscal year 2024, the Compensation Committee granted each of our NEOs (other than Mr. Niccol) long-term performance-based compensation in the form of PRSUs and time-based RSUs as shown below: PRSUs are earned at the end of a three-year performance period only to the extent pre-established performance goals are met. Time-based RSUs vest annually in equal installments of 25%, commencing on the first anniversary of the grant date, subject to being employed by Starbucks. Both PRSUs and time-based RSUs include dividend equivalent rights payable at the same time as the underlying shares are earned.

  72. TARGET OPPORTUNITIES

    TARGET OPPORTUNITIES The values of the long-term incentive awards reflected in the table below were designed to be competitive with the market, to recognize the personal performance of each executive in the fiscal year prior to the November grant date (if applicable), and to further increase the percentage of total pay that is variable and at risk based on Starbucks financial, shareholder return, talent and inclusion, and sustainability performance. The table below shows the value of annual long-term incentive awards approved by the Compensation Committee for our NEOs in each of the last two fiscal years under the Leadership Stock Plan, other than for Mr. Niccol (who did not receive an equity award in fiscal year 2023). In November 2023, the Compensation Committee approved increases and decreases in the target values of our NEOs’ annual equity awards (other than Mr. Niccol), the amounts of which were determined after considering their prior performance, the significance of their roles with the Company, any change in responsibilities and duties, market data, internal equity considerations, and the holding power of their aggregate unvested equity awards, including the amounts of any prior grants. We determined the number of PRSUs to be delivered by dividing 60% of the value approved by the Compensation Committee by the closing price of our stock on the grant date. The number of time-based RSUs delivered was determined by dividing 40% of the total award value by the closing price of our stock on the grant date. Please see the “Target Values versus Accounting Values” section on the next page for information about how the target value of awards may differ from their accounting value as disclosed in the Summary Compensation Table and Grants of Plan-Based Awards Table.

  73. VALUE OF LONG-TERM INCENTIVE COMPENSATION AWARDS

    VALUE OF LONG-TERM INCENTIVE COMPENSATION AWARDS

  74. VALUE OF LONG-TERM INCENTIVE COMPENSATION AWARDS

    | Named Executive Officer | Granted in Fiscal Year 2023 | Granted in Fiscal Year 2024 | % Change | | Brian Niccol | N/A | N/A (1) | N/A | | Rachel Ruggeri | $5,500,000 | $5,000,000 | -9.1% | | Brady Brewer | $4,000,000 | $5,000,000 | 25.0% | | Bradley E. Lerman | $3,000,000 (2) | $3,500,000 | 16.7% | | Michael Conway | $6,500,000 | $4,500,000 | -30.8% | | Laxman Narasimhan | $13,600,000 (3) | $14,000,000 | 2.9% |

  75. VALUE OF LONG-TERM INCENTIVE COMPENSATION AWARDS

    (1) Mr. Niccol did not receive annual long-term incentive awards in fiscal year 2024 but instead received replacement PRSUs and replacement time-based RSUs in consideration of the equity awards that Mr. Niccol forfeited when he left his previous employer to join Starbucks, which had a target value of $80,000,000 and different terms than the PRSUs and time-based RSUs made as part of the fiscal year 2024 annual grant cycle. For more information regarding Mr. Niccol’s replacement equity awards, please see the section entitled “ceo New Hire Package” on page 42. (2) In May 2023, in connection with Mr. Lerman’s commencement of employment with Starbucks, Mr. Lerman was granted time-based RSUs and PRSUs to allow him to participate in the Company’s in-progress fiscal year 2023-2025 PRSU cycle. (3) The amount shown for fiscal year 2023 includes the value of replacement equity awards granted to Mr. Narasimhan in fiscal year 2023 in the form of PRSUs, which were made in consideration of equity awards that Mr. Narasimhan forfeited when he left his previous employer to join Starbucks and to allow him to participate in the Company’s in-progress fiscal year 2023-2025 PRSU cycle.

  76. VALUE OF LONG-TERM INCENTIVE COMPENSATION AWARDS

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  77. TARGET VALUES VERSUS ACCOUNTING VALUES

    TARGET VALUES VERSUS ACCOUNTING VALUES The target value of our fiscal year 2024 PRSUs does not match the amounts in the “Stock Awards” column in the Summary Compensation Table and the “Grant Date Fair Value of Stock and Option Awards” column in the Grants of Plan-Based Awards Table. The target value of PRSU awards granted in fiscal year 2024 is equal to the number of stock units subject to the applicable award multiplied by Starbucks closing share price on the date of grant. However, for purposes of the Summary Compensation Table and Grants of Plan-Based Awards Table, pursuant to SEC rules, the value of Mr. Niccol’s replacement PRSU award and the value of our annual PRSU awards is equal to their accounting value (also referred to as grant date fair value) as calculated under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718 using a Monte-Carlo simulation performed as of the date of grant. For fiscal year 2024, the stock price appreciation following the announcement of Mr. Niccol’s appointment and the corresponding relative TSR outperformance resulted in a per share grant date fair value that was higher than the closing stock price on the grant date used to calculate the actual number of PRSUs granted to Mr. Niccol. Changes in Starbucks stock price and other inputs in the Monte-Carlo valuation may cause the grant date fair value of awards to be above or below target in any given year. Conversely, the target value of our fiscal year 2024 time-based RSUs matches the amounts in the “Stock Awards” column in the Summary Compensation Table and the “Grant Date Fair Value of Stock and Option Awards” column in the Grants of Plan-Based Awards Table as both the target value and accounting value of RSUs is calculated by multiplying the number of stock units by the closing stock price on the date of grant. The table below provides both the target value and accounting value of Mr. Niccol’s replacement equity awards and highlights the difference between the target value and the accounting value of Mr. Niccol’s replacement PRSU award. For more information regarding Mr. Niccol’s replacement equity awards, please see the section entitled “ceo New Hire Package” on page 42.

  78. FISCAL YEAR 2024 ANNUAL PRSUs

    to effectively scale and adjust our business to fluctuating market opportunities and conditions on an annual basis, while also remaining focused on long-term success and retention. In this regard, the Compensation Committee believes that, by using concurrent annual goals over a three-year period, we can best align the financial objectives for our NEOs with accountability for both long-term stockholder value creation and the business plans and goals approved by our board. Annual adjusted EPS goals are set at threshold, target, and maximum levels to provide for payouts that vary from the target number of PRSUs if performance results are greater than target (up to a maximum 200% payout) or lower than target (down to a 25% payout for threshold performance). If the threshold adjusted EPS goal under the PRSUs is not met, then the awards will pay out at zero. Linear interpolation will be applied to performance that falls between adjusted EPS goals. Three-year relative TSR performance is measured against the S&P 500. The TSR metric will modify the fiscal year 2024 PRSUs (as well as our other outstanding PRSU grants) as follows: (i) upwards to a maximum of 125% if Starbucks TSR ranking is equal to or exceeds the 75th percentile, and (ii) downwards to a threshold of 75% if Starbucks TSR ranking is equal to or below the 25th percentile, with linear interpolation to be applied if Starbucks TSR ranking is between the 25th and 75th percentile. We believe that the S&P 500 Index is an appropriate benchmark because the S&P 500 Index represents a robust, broad representation of the potential opportunity cost of investing in the Company from an investor’s perspective. The talent metric will modify the fiscal year 2024 PRSUs as follows: (i) upwards to a maximum of 110% if the talent goal of 2% representation growth is met or exceeded; and (ii) downwards to 90% if representation growth is less than 1.5% over the three-year performance period. (1) For improvement of representation of U.S. people of color partners at the manager level and above. The sustainability metric will modify the fiscal year 2024 PRSUs as follows: (i) upwards to a maximum of 110% if the sustainability goal of reducing Starbucks greenhouse gas emissions is met at 73% or below our fiscal year 2019 baseline value; and (ii) downwards to 90% if Starbucks greenhouse gas emissions exceeds 85% of our fiscal year 2019 baseline value over the three-year performance period. The threshold, target, and maximum number of PRSUs that could have been earned by the NEOs are disclosed in the Fiscal Year 2024 Grants of Plan-Based Awards Table on page 73.

  79. FISCAL YEAR 2024 TIME-BASED RSUs

    FISCAL YEAR 2024 TIME-BASED RSUs The time-based RSUs granted to our NEOs in November 2023 will vest annually in equal installments of 25%, commencing on the first anniversary of the grant date, subject to the NEO’s continued employment through each vesting date of the RSUs (except in the event of a qualifying termination, a qualifying retirement, or certain change in control scenarios). Time-based RSUs are an important tool for us to retain and incentivize our highly sought-after NEOs since the value of the awards will be delivered over a four-year period, subject to continued service with us. In addition, time-based RSUs become more valuable as our stock price increases, which aligns the recipients’ interests with the interests of our shareholders. Grants of time-based RSUs also support executives’ stock ownership goals. The time-based RSUs granted to the NEOs in fiscal year 2024 are disclosed in the Fiscal Year 2024 Grants of Plan-Based Awards Table on page 73.

  80. FISCAL YEAR 2024 TIME-BASED RSUs

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  81. OUR EXECUTIVE COMPENSATION PROCESS

    OUR EXECUTIVE COMPENSATION PROCESS The Compensation Committee’s role in setting executive compensation The Compensation Committee typically reviews target total direct compensation (base salary, target annual cash incentive award, and target value of long-term equity incentives) annually at its November meeting following the conclusion of the fiscal year. Target total direct compensation is designed to be competitive with compensation offered by peer companies and consistent with market data, as explained below. Typically, at the same November meeting, the Compensation Committee approves, for each NEO: • base salary, • the target value of an annual cash incentive award (as a percentage of base salary), • annual cash incentive payment (for performance in the prior fiscal year), • performance goals for a new annual cash incentive award, and • long-term equity grants. This allows the Compensation Committee to consider comprehensive information, including the performance of each NEO during the prior fiscal year, when making final compensation decisions. Management’s role in setting executive compensation Our ceo and key members of our Partner Resources and our Law & Corporate Affairs departments help support the Compensation Committee’s executive compensation process and regularly attend portions of the Compensation Committee’s meetings. As part of the executive compensation process, our ceo provides their perspective to the Compensation Committee regarding the performance of their executive leadership team, which includes all our executive officers and certain other senior officers of the Company. Members of the Partner Resources team present recommendations to the Compensation Committee on the full range of annual executive compensation decisions, including (i) annual and long-term incentive compensation plans, (ii) target competitive positioning, and (iii) target total direct compensation for each executive officer. These recommendations are developed in consultation with our ceo (except with regard to their own compensation) and are supported by market data. The role of consultants in setting executive compensation The Compensation Committee engaged Pay Governance as its outside independent compensation consultant for fiscal year 2024. The Compensation Committee’s consultant regularly attends committee meetings and attends executive sessions as requested by the Compensation Committee chair. During fiscal year 2024, Pay Governance did not perform any services for Starbucks other than advising on executive compensation and non-employee director compensation under its engagement by the Compensation Committee. Pay Governance’s role also included reviewing, validating, and providing input on information, programs, and recommendations made by management. Internal pay equity The Compensation Committee considers internal pay equity, among other factors, when making compensation decisions because the Compensation Committee believes that a failure to maintain an appropriate balance in the pay levels among members of our executive leadership team creates inappropriate business risks. However, the Compensation Committee does not use a fixed ratio or formula when comparing compensation among Starbucks executive officers. Benchmarking The Compensation Committee reviews compensation levels and designs at peer companies as part of its decision-making process so it can set total compensation levels and practices that it believes are competitive and aligned with Starbucks scale and performance. The Compensation Committee generally sets target total direct compensation for our executives to be competitive with compensation at peer companies and to reflect other market data, taking into consideration factors such as scope of job responsibilities and individual performance of the executive. The Compensation Committee’s executive compensation determinations are based on its review of such factors and are informed by the experiences of the committee members, as well as input from the independent compensation consultant. The market data considered as part of the Compensation Committee’s annual pay-setting process reflects compensation levels and practices for executives holding comparable positions at peer group companies and also includes broader compensation survey data. Peer group The Compensation Committee, with assistance from its independent compensation consultant, annually reviews the composition of our peer group. As part of such reviews, the Compensation Committee considers specific criteria and recommendations regarding companies to add to or remove from the peer group.

  82. OUR EXECUTIVE COMPENSATION PROCESS

    For fiscal year 2024, the Compensation Committee, in consultation with its independent compensation consultant, modified the fiscal year 2023 peer group by removing Marriott International, Inc. and V.F. Corporation because they no longer meet the size criteria set forth above and adding Chipotle Mexican Grill, Inc. and Keurig Dr Pepper Inc. because they meet the industry focus and size criteria set forth above. Starbucks Fiscal Year 2024 Executive Compensation Peer Group Companies

  83. OUR EXECUTIVE COMPENSATION PROCESS

    In March 2024, during its normal review process and in consultation with its independent compensation consultant, the Compensation Committee determined the peer group companies to be used for fiscal year 2025 compensation decisions and which was used to benchmark compensation for Mr. Niccol during his hiring process. For the fiscal year 2025 peer group, the Compensation Committee modified the peer group by removing Visa Inc. because they no longer meet the size criteria set forth above, and adding American Express Company, Mastercard Incorporated, T-Mobile US, Inc., and The Walt Disney Company because they meet the size criteria set forth above and were identified as global, consumer-facing companies that may compete with Starbucks for talent.

  84. FISCAL YEAR 2025 EXECUTIVE COMPENSATION PROGRAM CHANGES

    FISCAL YEAR 2025 EXECUTIVE COMPENSATION PROGRAM CHANGES In determining our compensation practices for fiscal year 2025, the Compensation Committee was mindful of the feedback provided by shareholders and the results of our most recent advisory vote on executive compensation. We continued to refine our Annual Incentive Bonus Plan to simplify the overall design while providing deeper accountability, driving performance, and reinforcing our priorities of belonging, joy, and sustainability. To that end, the Annual Incentive Bonus Plan for fiscal year 2025 will continue to provide that 75% of each participant’s target incentive opportunity will be earned based on adjusted net revenue and adjusted operating income financial metrics and 25% of each participant’s target incentive opportunity will be tied to individual performance against shared goals. The Compensation Committee will assess individual performance using a scorecard of quantifiable business, functional, and cultural key performance indicators, including goals aligned with our “Back to Starbucks” strategy and goals intended to create a culture of belonging, joy, and sustainability, which are critical to driving collaboration, performance, and productivity and building long-term value. In addition, with respect to our fiscal year 2025 PRSU program, a new three-year average global, company operated, comparable store sales metric was added with a 50% weighting, and the three-year average adjusted EPS metric was reduced to a 50% weighting. In addition, the relative total shareholder return modifier was revised to provide for a payout range (rather than linear interpolation between relative total shareholder return percentiles), and the talent and sustainability modifiers were removed. These changes were made to simplify and provide clarity regarding our long-term objectives, incentivize long-term sales growth, and more closely align with the long-term priorities of our “Back to Starbucks” strategy. The Compensation Committee believes these changes will drive sustained focus from our executive leadership team on the metrics that we believe will build long-term value for our shareholders. The chart below illustrates the components of the Annual Incentive Bonus Plan for fiscal year 2025.

  85. EXECUTIVE COMPENSATION GOVERNANCE POLICIES AND PRACTICES

    | Our long-standing stock ownership guidelines encourage executive officers to have a long-term equity stake in Starbucks, align their interests with those of our shareholders, and mitigate potential compensation-related risk. The guidelines provide that executive officers must hold a multiple of their annual base salary in Starbucks stock as shown at right: | | | An executive officer generally has five years to achieve the minimum ownership requirement. However, an executive who is not on track to meet the applicable requirement by the end of the third year after becoming subject to the guidelines will be required to hold 50% of the net shares received upon the exercise of stock options and the vesting of RSUs. This holding requirement increases to 100% if the executive has not met the minimum ownership guideline by year five. | |

  86. EXECUTIVE COMPENSATION GOVERNANCE POLICIES AND PRACTICES

    In addition to shares held outright, unvested RSUs that are subject only to a time-vesting condition count towards the ownership threshold. As of the date of this proxy statement, all our NEOs who are current executive officers exceeded their applicable ownership requirement. Risk assessment We believe that the design and objectives of our executive compensation program provide an appropriate balance of incentives for executives and avoid inappropriate risks. Specifically, our executive compensation program includes, among other things, the following design features: • Balanced mix of fixed versus variable compensation and cash-based versus equity-based compensation; • Variable compensation based on a variety of performance goals, including Company and, where appropriate, individual performance goals; • Balanced mix of short-term and long-term incentives; • Stock ownership and holding requirements; • Anti-hedging and pledging policies that apply to all partners; • Payout caps on incentive plans; • Recoupment policy; and • Compensation Committee oversight of incentive and commission arrangements below the executive level. For fiscal year 2024, Pay Governance performed an annual risk assessment of our compensation objectives, philosophy, and forms of compensation and benefits for all partners, including executives. Based upon this review, management and the Compensation Committee concluded that our compensation practices and policies do not create risks that are reasonably likely to have a material adverse effect on the Company, and Pay Governance supported this conclusion. A report summarizing the results of this assessment was reviewed and discussed with the Compensation Committee at its June 2024 meeting. Recoupment of incentive compensation beyond Dodd-Frank We maintain a Recovery of Incentive Compensation Policy, which applies to all executive vice presidents and above, which provides for the recovery of erroneously awarded incentive-based compensation received by current or former executive officers as required by SEC and Nasdaq rules. Our Recovery of Incentive Compensation Policy also allows our Compensation Committee to recover all forms of cash and equity incentive compensation, whether time-based or performance-based in the event of a non-restatement related miscalculation or in the event that a covered person has engaged in misconduct or was aware of or willfully blind to misconduct that occurred in an area over which the covered person had supervisory authority (whether or not in connection with a restatement). The full text of our Recovery of Incentive Compensation Policy was filed as Exhibit 97 to the Company’s Annual Report on Form 10-K for the year ended September 29, 2024. Equity grant and approval timing practices Most of our equity grants occur on pre-established dates pursuant to our equity grant guidelines, with annual grants generally occurring on the later of the second business day after the public release of fiscal year-end earnings, or, if later, the final day of the board’s November meeting. Annual awards for executives are granted in specified dollar amounts, with the number of shares for each time-based RSU and PRSU grant determined by dividing the dollar amount by the closing market price of our stock on the grant date. We do not make off-cycle equity grants to our executive officers except in connection with a promotion or in connection with hiring a new partner. The Compensation Committee approves annual awards for partners at the executive vice president level and above. The Compensation Committee has delegated authority to the ceo and evp, chief partner officer to make annual grants, within certain parameters, to partners at the senior vice president level and below, and to newly hired or newly promoted partners below the executive officer level. All other new hire and promotion grants at the executive vice president level and above are approved by the Compensation Committee. Insider trading policy We have an insider trading policy (“Insider Trading Policy”), which governs the purchase, sale, and other dispositions of our securities by directors, partners (including executive officers), and Starbucks itself, and is designed to promote compliance with insider trading laws, rules and regulations, and the Nasdaq listing standards. Our Insider Trading Policy prohibits Starbucks partners (including executive officers) and directors from engaging in transactions designed to offset decreases in the market value of Starbucks securities, including certain forms of hedging and monetization transactions, such as “zero-cost collars” and “prepaid variable forward contracts”. Our Insider Trading Policy also prohibits partners and directors from holding Starbucks stock in a margin account or pledging Starbucks stock as collateral for a loan. The full text of our Insider Trading Policy was filed as Exhibit 19.1 to the Company’s Annual Report on Form 10-K for the year ended September 29, 2024. No current executive officer or director, or any of their immediate family members, holds shares of Starbucks common stock that have been pledged to secure any personal or other indebtedness.

  87. EXECUTIVE COMPENSATION AGREEMENTS AND ARRANGEMENTS

    EXECUTIVE COMPENSATION AGREEMENTS AND ARRANGEMENTS Severance and CIC Plan The Compensation Committee maintains the Severance and CIC Plan, which is intended to provide uniformity and internal equity with respect to severance benefits among similarly situated executives and helps us avoid protracted negotiations with departing executives. We also believe the Severance and CIC Plan provides for benefits comparable to those offered by members of our peer group. All of our currently employed NEOs are eligible to participate in the Severance and CIC Plan.

  88. EXECUTIVE COMPENSATION AGREEMENTS AND ARRANGEMENTS

    | Severance and CIC Plan | Material Features | Rationale for Design | | Termination without Cause Outside CIC Period(1) | • Limited cash severance (1.5x sum of base and target bonus, or 2x in the case of the ceo), 50% of which is paid within 10 business days following the release effective date, and 50% of which is paid 18 months after termination • Continued vesting of outstanding equity awards granted after August 31, 2022 (prorated based on length of service during vesting period), with performance-based awards earned based on actual performance determined at the end of the relevant performance period • Vested stock options remain exercisable for the lesser of 36 months following the termination date or the 10-year anniversary of the original grant date • Prorated bonus earned based on actual financial performance (assuming 100% achievement of any individual performance targets), paid at the same time annual bonuses are paid to similarly situated partners • A lump sum cash payment equal to 18 months’ of average COBRA coverage cost, paid within 10 business days following the release effective date • Outplacement service benefits, or at the Company’s discretion, a lump sum up to $25,000 for such services • Requires a departing executive to sign a release of claims acceptable to us and to comply with restrictive covenant obligations as a condition to receiving these severance benefits | • Provides reasonable compensation to executives who leave the Company under certain non-change in control-related circumstances to facilitate their transition to new employment • Consistent with market practice; helps us attract and retain talented executives • Avoids protracted negotiations with individual executives outside of the change in control context • Release of claims mitigates potential employer liability and helps to avoid future disputes or litigation • Restrictive covenants protect the Company by prohibiting competition; solicitation of or interference with our partners, other service providers, clients, customers, suppliers, and similar third parties; and disparagement of our products, partners, officers, directors, consultants, and joint venture partners | | Termination without Cause or Resignation for Good Reason During CIC Period(2) | • “Double-trigger” provisions provide for limited cash severance (2x sum of base and target bonus, or 2.99x in the case of the ceo), paid within 10 business days following the release effective date • A payment equal to 18 months of COBRA premiums • Accelerated vesting of outstanding equity awards granted after August 31, 2022 (with performance-based awards vesting at target if the termination occurs on or prior to the last day of the performance period and based on actual achievement if the termination occurs after the last day of the performance period), consistent with the “double-trigger” treatment that applies to all partners with equity awards • Prorated bonus earned based on the greater of target and actual financial performance • Outplacement service benefits, or at the Company’s discretion, a lump sum up to $25,000 for such services • Requires a departing executive to sign a release of claims acceptable to us and to comply with restrictive covenant obligations as a condition to receiving these severance benefits | • Preserves morale and productivity and encourages executives to maintain the stability of our business during the potentially volatile period accompanying a change in control and to pursue transactions that are in the best interests of our shareholders regardless of the possible effect of those transactions on their employment • Double-trigger acceleration preserves retention power of unvested equity following a change in control of the Company and prevents windfalls that could occur if vesting accelerated automatically as a result of the transaction • Consistent with market practice; helps us attract and retain talented executives • Avoids protracted negotiations with individual executives during the change in control context • Release of claims mitigates any potential employer liability and avoids future disputes or litigation • Restrictive covenants protect the Company by prohibiting competition; solicitation of, or interference with, our partners, other service providers, clients, customers, suppliers, and similar third parties; and disparagement of our products, partners, officers, directors, consultants, and joint venture partners |

  89. EXECUTIVE COMPENSATION AGREEMENTS AND ARRANGEMENTS

    (1) For Mr. Niccol, a resignation for good reason will constitute a qualifying termination under our Severance and CIC Plan, whether prior to, in connection with or following a change in control. (2) For purposes of the Severance and CIC Plan, the “CIC Period” refers to the period commencing 89 days before, and ending 24 months following, a change in control of the Company.

  90. EXECUTIVE COMPENSATION AGREEMENTS AND ARRANGEMENTS

    Separation of Laxman Narasimhan On August 13, 2024, the Company announced that effective August 12, 2024, Laxman Narasimhan would no longer serve as the Company’s chief executive officer or as a member of the Board. Mr. Narasimhan’s separation from the Company is a termination by the Company “without cause” for purposes of all plan benefits as well as contractual entitlements, including under Mr. Narasimhan’s offer letter, dated September 1, 2022, and the Company’s Severance and CIC Plan. Mr. Narasimhan executed a Separation Agreement and Release, which provided for the severance benefits set forth in his offer letter and our Severance and CIC Plan in consideration for a release of claims in favor of Starbucks and compliance with restrictive covenants, which included, among other provisions, compliance with non-solicitation, non-competition, and non-disparagement requirements. For more information, regarding Mr. Narasimhan’s severance benefits, please see the section entitled “Potential Payments Upon Termination or Change in Control” on page 77. Brian Niccol’s Offer Letter In addition to providing for the right to participate in our Severance and CIC Plan, Mr. Niccol’s offer letter provided for certain severance benefits with respect to his signing bonus and replacement equity awards and certain modifications to the severance benefits set forth in our Severance and CIC Plan, in each case, as described in the section entitled “ceo New Hire Package” on page 42. 2005 Long-Term Equity Incentive Plan and Equity Award Agreements

  91. 2005 LONG-TERM EQUITY INCENTIVE PLAN

    2005 LONG-TERM EQUITY INCENTIVE PLAN The 2005 Long-term Equity Incentive Plan provides for “double-trigger” accelerated vesting of equity awards granted under the plan (with any performance-based awards vesting at target), which benefit applies to all partners with equity awards. Unvested awards will accelerate vesting if (i) there is a change in control, and (ii) either (a) awards are assumed or substituted with awards of the surviving company or certain specified transactions occur and the partner is terminated without cause or resigns for good reason during the one-year period following the change in control, or (b) awards are not assumed or substituted with awards of the surviving company and/or certain specified transactions occur where the assumption or substitution of awards is not possible, in which case such awards vest immediately upon a change in control. We believe that such benefits preserve the retention power of unvested equity following a change in control of the Company and also provide for a reasonable benefit in the event that awards are not continued.

  92. DEATH OR DISABILITY

    DEATH OR DISABILITY Consistent with the practice of many of our peers and to help our partners and their families through challenging life events, the Company’s equity award agreements provide that all equity awards will fully vest upon a termination due to a partner’s death or disability (with any PRSUs vesting at target if the termination occurs on or prior to the last day of the performance period and based on actual achievement if the termination occurs after the last day of the performance period).

  93. RETIREMENT

    RETIREMENT Except with respect to certain promotion and new hire time-based RSUs that do not provide for retirement vesting, the Company’s equity award agreements provide that if a partner retires, all unvested time-based RSUs will continue to vest as if the partner had not terminated employment or service and, if such termination occurs more than six months after the date of grant, all PRSUs will remain outstanding and eligible to vest based on actual performance through the performance period. A partner is retirement-eligible after attainment of age 55 and at least 10 years of credited continuous service with the Company. We believe providing for retirement vesting encourages partners to pursue long-term careers with the Company and is a benefit that is offered by many of our peers.

  94. EXECUTIVE COMPENSATION TABLES

    | Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) | | Brian Niccol chairman and chief executive officer | 2024 | $61,538 | $5,000,000 | $90,291,772 | $30,295 | $418,071 | $95,801,676 | | Rachel Ruggeri executive vice president, chief financial officer and former interim chief executive officer | 2024 2023 2022 | $913,335 $882,182 $833,085 | $0 $0 $0 | $5,385,429 $4,584,049 $2,951,606 | $311,738 $1,267,364 $0 | $16,506 $16,545 $11,705 | $6,627,008 $6,750,140 $3,796,396 | | Brady Brewer chief executive officer, Starbucks International | 2024 | $767,218 | $0 | $4,814,831 | $242,833 | $116,245 | $5,941,127 | | Brad Lerman executive vice president, chief legal officer | 2024 2023 | $759,931 $331,734 | $0 $0 | $2,875,008 $1,893,098 | $286,385 $373,777 | $243,572 $375,318 | $4,164,896 $2,973,927 | | Michael Conway former chief executive officer, Starbucks North America | 2024 2023 2022 | $996,711 $971,299 $924,997 | $0 $0 $0 | $5,321,123 $5,785,389 $4,370,131 | $438,750 $1,638,589 $0 | $119,165 $26,266 $666,501 | $6,875,749 $8,421,543 $5,961,629 | | Laxman Narasimhan former chief executive officer | 2024 2023 2022 | $1,221,158 $1,275,000 $0 | $0 $0 $1,600,000 | $14,354,444 $9,717,954 $7,186,870 | $0 $2,885,480 $0 | $5,955,090 $726,097 $6,955 | $21,530,692 $14,604,531 $8,793,825 |

  95. MANAGEMENT DEFERRED COMPENSATION PLAN

    MANAGEMENT DEFERRED COMPENSATION PLAN The NEOs are eligible to participate in the MDCP, a nonqualified plan the benefits of which are paid by Starbucks out of our general assets. The plan is subject to the requirements of Section 409A of the Internal Revenue Code of 1986, as amended. We maintain a trust agreement with an independent trustee establishing a rabbi trust for the purpose of funding benefits payable to participants (including NEOs) under our MDCP in the event of a change in control. It is currently funded with a nominal amount of cash. Deferrals. Participants may defer up to 70% of base salary to the MDCP and up to 85% of bonuses paid under certain eligible annual incentive bonus plans. Bonus deferral elections are available only to those who are eligible and enroll during the annual enrollment window that takes place prior to the start of each fiscal year. We do not provide matching contributions on participant MDCP deferrals. Earnings. The MDCP uses measurement benchmarks to credit earnings on compensation deferred under the plan. Those measurement benchmarks are based on the same funds available under our 401(k) plan. Participants choose how to allocate their account balance among the measurement funds and may change how current deferred compensation is allocated at any time, subject to certain redemption fees and other limitations imposed by frequent trading restrictions and plan rules. Changes generally become effective as of the first trading day following the change.

  96. MANAGEMENT DEFERRED COMPENSATION PLAN

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  97. MANAGEMENT DEFERRED COMPENSATION PLAN

    In-Service Withdrawals and Separation from Service Distributions. At the time of making the deferral election for a particular year, a participant elects when the associated deferred compensation will be distributed. In general, the participant can receive scheduled “in-service” withdrawals or hardship withdrawals while still employed or have distributions paid upon separation from service. The specific distribution options depend on whether the deferred compensation was earned before or after January 1, 2005, and is subject to other plan rules. For separation from service distributions, account balances resulting from any previous Company match and deferred compensation earned on and after January 1, 2005, can be paid either in a lump sum or in up to 10 annual installments, in each case beginning within 60 days or one year after separation from service. For partners who became newly eligible on or after October 1, 2010, and certain other partners, separation from service distributions can be paid either in a lump sum or amortized over a period of two to five years, in each case beginning within 60 days or one year after separation from service. If a participant is considered a “specified employee” on their separation date, Section 409A requires that the payments be delayed for six months after such separation date. Account balances resulting from pre-2005 deferred compensation can be distributed either in a lump sum within 60 days of separation or, if the participant is at least age 65 on their separation date, in up to 10 annual installments. Retirement age under the MDCP is age 65, and no current NEO with an MDCP balance was retirement eligible under the MDCP during fiscal year 2024. Fiscal year 2024 nonqualified deferred compensation table The following table shows contributions, earnings, withdrawals, and distributions during fiscal year 2024 and the account balances as of September 29, 2024, for our NEOs under the MDCP.

  98. MANAGEMENT DEFERRED COMPENSATION PLAN

    | Name | Executive Contributions ($) | Starbucks Contributions ($) | Aggregate Earnings ($)(1) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at End of Fiscal Year 2024 ($)(2) | | Brian Niccol | — | — | — | — | — | | Rachel Ruggeri | $830,888(3) | — | $399,235 | — | $2,178,704 | | Brady Brewer | — | — | $50,400 | — | $215,292 | | Bradley E. Lerman | — | — | — | — | — | | Michael Conway | — | — | — | — | — | | Laxman Narasimhan | — | — | — | — | — |

  99. MANAGEMENT DEFERRED COMPENSATION PLAN

    (1) We do not provide above-market or preferential earnings on MDCP contributions, so these amounts were not reported in the Summary Compensation Table. MDCP participants can select only from among the same investment funds as are available under our 401(k) plan. (2) Of these balances, the following amounts, which were in the form of executive and any previous Company contributions were reported in the “Salary,” “Non-Equity Incentive Plan Compensation,” and “All Other Compensation” columns in the Summary Compensation Table in prior-year proxy statements: Mr. Niccol - N/A; Ms. Ruggeri - $983,243; Mr. Brewer - N/A; Mr. Lerman - $0; Mr. Conway - $0; and Mr. Narasimhan - $0. The information in this footnote is provided to clarify the extent to which amounts payable as deferred compensation represent compensation reported in our prior proxy statements, rather than additional currently earned compensation. (3) This amount was deferred from Ms. Ruggeri’s fiscal year 2024 base salary and eligible annual incentive bonus pay (if the NEO elected deferral of bonus pay), which is reported in the “Salary” and “Non-Equity Incentive Plan Compensation” columns of the Summary Compensation Table for fiscal year 2024. Potential payments upon termination or change in control As described in the CD&A, our currently employed NEOs are entitled to certain payments and benefits under the Severance and CIC Plan in the event such NEOs experience certain qualifying terminations of employment. For additional information regarding the material features of the Severance and CIC Plan and the rationale for each feature, please refer to the section entitled, “Severance and CIC Plan” beginning on page 67. In addition, as described in the CD&A, our currently employed NEOs are entitled to certain equity award acceleration and continued vesting benefits in the event such NEOs experience certain terminations of employment, including death, disability, retirement, and certain other qualifying terminations of employment. For additional information regarding this acceleration and continued vesting benefits, please refer to the sections entitled, “ceo New Hire Package” on page 42 and “2005 Long-term Equity Incentive Plan and Equity Award Agreements” beginning on page 69. The following table shows the estimated value that may be realized by each of the NEOs (other than Mr. Narasimhan) in the event of the following events occurring as of September 29, 2024 (the last day of fiscal year 2024): • Death • Disability • Retirement • Termination without cause (or in the case of our ceo, resignation for good reason) • Change in control where equity awards are assumed or substituted (or certain specified change in control transactions occur but there is no qualifying termination or other vesting event as set forth in the 2005 Long-term Equity Incentive Plan)

  100. MANAGEMENT DEFERRED COMPENSATION PLAN

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  101. MANAGEMENT DEFERRED COMPENSATION PLAN

    • Change in control where equity awards are not assumed or substituted (this also includes certain specified transactions where the assumption or substitution of awards is not possible) • Termination without cause or resignation for good reason in connection with a change in control In the case of Mr. Narasimhan, the table reflects the estimated value of the severance payments and benefits that Mr. Narasimhan received or will receive under his offer letter, dated September 1, 2022, and our Severance and CIC Plan, in consideration for his execution of a release of claims in favor of Starbucks, and compliance with restrictive covenants, which included, among other provisions, compliance with non-solicitation, non-competition, and non-disparagement requirements. In the case of Mr. Conway, the table reflects the estimated value of the continued vesting benefits that Mr. Conway received when he retired on November 30, 2024. No other NEOs were eligible to receive retirement vesting benefits during or as of the last day of fiscal year 2024. With respect to PRSUs and time-based RSUs, the table below includes the estimated potential incremental value of additional PRSUs and time-based RSUs (assuming target achievement in the case of PRSUs) that would have vested for our NEOs as of September 29, 2024 (the last day of fiscal year 2024) under the acceleration or continued vesting scenarios described above. The table does not include benefits generally available to all partners or payments and benefits that the NEOs would have already earned during their employment with the Company whether or not a qualifying termination or other acceleration event had occurred. The PRSU and time-based RSU award value was calculated by multiplying the number of accelerated shares (or the number of shares that will continue to vest following termination) by the closing market price of our stock on September 27, 2024 ($97.36) (the last trading day prior to our September 29, 2024, fiscal year end). Of the NEOs, Mr. Conway satisfied the criteria for “retirement” under the 2005 Long-term Equity Incentive Plan as of September 29, 2024, and retired effective November 30, 2024. Due to the number of factors that affect the nature and amount of any benefits provided upon the events discussed below, any actual amounts paid or distributed may be different and can only be determined at the time a qualifying termination or other acceleration or continued vesting event actually occurs. Factors that could affect these amounts include the time during the year of any such event, the Company’s stock price, and the executive’s age.

  102. MANAGEMENT DEFERRED COMPENSATION PLAN

    | Name | Type of Award/Plan | Death ($) | Disability ($) | Retirement ($) | Termination without Cause ($) | Change in Control w/ Assumption or Substitution ($) | Change in Control w/out Assumption or Substitution ($) | Termination without Cause or Resignation for Good Reason in Connection with Change in Control ($) | | Brian Niccol | Cash Severance | — | — | N/A | $10,430,295(1) | — | — | $15,764,393(2) | | | COBRA | — | — | N/A | $39,960(1) | — | — | $39,960(2) | | | Outplacement | — | — | N/A | $25,000(1) | — | — | $25,000(2) | | | PRSUs and RSUs | $80,872,181(3) | $80,872,181(3) | N/A | $80,872,181(5) | — | $80,272,181(6) | $80,872,181(7) | | Rachel Ruggeri | Cash Severance | — | — | N/A | $3,409,988(1) | — | — | $5,278,500(2) | | | COBRA | — | — | N/A | $29,520(1) | — | — | $29,520(2) | | | Outplacement | — | — | N/A | $25,000(1) | — | — | $25,000(2) | | | PRSUs and RSUs | $13,726,202(3) | $13,726,202(3) | N/A | $4,269,742(5) | — | $13,726,202(6) | $13,726,202(7) | | Brady Brewer | Cash Severance | — | — | N/A | $2,567,833(1) | — | — | $3,875,000(2) | | | COBRA | — | — | N/A | $39,960(1) | — | — | $39,960(2) | | | Outplacement | — | — | N/A | $25,000(1) | — | — | $25,000(2) | | | PRSUs and RSUs | $11,390,438(3) | $11,390,438(3) | N/A | $3,811,161(5) | — | $11,390,438(6) | $11,390,438(7) | | Bradley E. Lerman | Cash Severance | — | — | N/A | $2,572,385(1) | — | — | $3,810,000(2) | | | COBRA | — | — | N/A | $29,520(1) | — | — | $29,520(2) | | | Outplacement | — | — | N/A | $25,000(1) | — | — | $25,000(2) | | | PRSUs and RSUs | $5,737,717(3) | $5,737,717(3) | N/A | $2,743,809(5) | — | $5,737,717(6) | $5,737,717(7) | | Michael Conway | Cash Severance | — | — | N/A | — | — | — | — | | | COBRA | — | — | N/A | — | — | — | — | | | Outplacement | — | — | N/A | — | — | — | — | | | PRSUs and RSUs | — | — | $13,985,764(4) | — | — | — | — | | Laxman Narasimhan(8) | Cash Severance | — | — | N/A | $9,260,559(1) | — | — | — | | | COBRA | — | — | N/A | $39,960(1) | — | — | — | | | Outplacement | — | — | N/A | $25,000(1) | — | — | — | | | PRSUs and RSUs | — | — | N/A | $19,248,169(8) | — | — | — |

  103. MANAGEMENT DEFERRED COMPENSATION PLAN

    (1) Under the Severance and CIC Plan, in the event of a termination of employment by the Company without cause (or, in the case of the ceo, if the ceo resigns for good reason) other than during the CIC Period, participants are entitled to receive (i) an amount equal to 1.5x the sum of the participant’s base salary and target annual cash bonus (2x in the case of the ceo), (ii) a pro-rata portion of the participant’s annual cash bonus for the year of termination based on actual Company performance (assuming 100% achievement of any individual performance targets), (iii) a lump sum cash payment equal to 18 months’ COBRA coverage, and (iv) outplacement services, or at the Company’s discretion, a lump sum up to $25,000 for such services. (2) Under the Severance and CIC Plan, in the event of a termination of employment by the Company without cause or resignation for good reason, in each case, during the CIC Period, the severance payments and benefits participants are entitled to receive upon such a

  104. MANAGEMENT DEFERRED COMPENSATION PLAN

    | 78 | STARBUCKS 2025 PROXY | EXECUTIVE COMPENSATION TABLES |

  105. MANAGEMENT DEFERRED COMPENSATION PLAN

    termination are the same as those described in footnote 1 above with respect to a termination without cause outside of the CIC Period, except the multiple for the cash severance payment is 2x (2.99x in the case of the ceo) and the pro-rata bonus payment is based on the greater of target and actual Company performance. (3) The Company’s equity award agreements provide that all equity awards will fully vest upon a termination due to a partner’s death or disability (with any PRSUs vesting at target if the termination occurs on or prior to the last day of the performance period and based on actual achievement if the termination occurs after the last day of the performance period). Notwithstanding the foregoing, Mr. Niccol’s replacement PRSUs and time-based RSUs will continue to vest as described in the “ceo New Hire Package” section on page 42.) (4) The Company’s equity award agreements provide that if a partner voluntarily terminates employment or service after attainment of age 55 and at least 10 years of credited continuous service with the Company, all unvested time-based RSUs will continue to vest as if the partner had not terminated employment or service and, if such termination occurs more than six months after the date of grant, all PRSUs will remain outstanding and eligible to vest based on actual performance through the performance period. While we have assumed target level achievement with respect to PRSUs solely for purposes of this table, PRSUs would be earned based on actual performance determined at the end of the relevant performance period. Only Mr. Conway was retirement eligible at the end of fiscal year 2024 and he retired effective November 30, 2024. (5) Under the Severance and CIC Plan, in the event of a termination of employment by the Company without cause (or, in the case of the ceo, if the ceo resigns for good reason) other than during the CIC Period, all PRSUs and time-based RSUs granted after August 31, 2022, will continue vesting as if the partner had not terminated employment or service (prorated based on length of service during the vesting period except for Mr. Niccol whose replacement equity awards will not be prorated as described in the “ceo New Hire Package” section on page 42). While we have assumed target level achievement with respect to PRSUs solely for purposes of this table, PRSUs would be earned based on actual performance determined at the end of the relevant performance period. (6) The 2005 Long-term Equity Incentive Plan provides that unvested awards will accelerate vesting (with any performance-based awards vesting at target) if awards are not assumed or substituted with awards of the surviving company, in which case they vest immediately upon a change in control. (7) Under the Severance and CIC Plan, in the event of a termination of employment by the Company without cause or resignation for good reason, in each case, during the CIC Period, all PRSUs and time-based RSUs granted after August 31, 2022, will fully vest (with performance-based awards vesting at target if the termination occurs on or prior to the last day of the performance period and based on actual achievement if the termination occurs after the last day of the performance period). PRSUs and time-based RSUs granted before August 31, 2022, will be treated in accordance with the “double trigger” treatment provided under the 2005 Long-term Equity Incentive Plan, which provides that unvested awards will accelerate vesting (with any performance-based awards vesting at target) if awards are assumed or substituted with awards of the surviving company and the partner is terminated without cause or resigns for good reason during the one-year period following the change in control. (8) Mr. Narasimhan’s severance payments and benefits included (i) the cash severance payments set forth in the Severance and CIC Plan (which also included a $25,000 payment for outplacement services); (ii) full vesting of his replacement grant time-based RSUs and his fiscal year 2023 time-based RSUs under the Leadership Stock Plan; (iii) the opportunity for his replacement grant PRSUs to vest based on actual performance following the end of the applicable performance period; and (iv) continued vesting of his fiscal year 2023 and fiscal year 2024 PRSUs and his fiscal year 2024 time-based RSUs under the Leadership Stock Plan (prorated, in each case, based on length of service during vesting period).

  106. MANAGEMENT DEFERRED COMPENSATION PLAN

    | 79 | STARBUCKS 2025 PROXY | EXECUTIVE COMPENSATION TABLES |

  107. MANAGEMENT DEFERRED COMPENSATION PLAN

    CEO pay ratio Pursuant to Item 402(u) of Regulation S-K and Section 953(b) of the Dodd-Frank Act, presented below is the ratio of the annual total compensation of Mr. Niccol (who served as ceo on our determination date of September 29, 2024) to the annual total compensation of our median partner (excluding Mr. Niccol). The ratio is a reasonable estimate calculated in a manner consistent with SEC requirements. The SEC’s rules for identifying the median employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. As a result, the pay ratio reported by other companies may not be comparable because companies have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates, and assumptions in calculating their own ratios. Starbucks employs approximately 361,000 partners in over 21,000 Company-operated stores, which impacts the comparability of our ceo pay ratio to the disclosed pay ratios of companies that operate solely under franchised- or licensed-store models. Partners frequently work in flexible, part-time roles, which has the effect of lowering the annual total compensation for our median employee. In addition, Starbucks is a global company, with approximately 150,000 partners outside the U.S. Therefore, the median compensation disclosed below is based on our global workforce and is not designed to capture the median compensation of our U.S. partners. Finally, to attract and retain talent, we pay competitively and tailor employee benefits in each jurisdiction, resulting in total rewards offerings that vary from country to country. For this reason, and because each partner’s relationship with our industry-leading total rewards offerings differs based on individual circumstances, we have not ascribed a value to healthcare or the other benefits provided to our partners. This allows total compensation of the median partner to represent the median of all partners based on elements of compensation shared generally among our partners worldwide. Consistent with the methodology utilized for the fiscal year 2023 calculation, we identified our median employee from all full-time and part-time partners regardless of status who were on our payroll records as of a determination date of September 29, 2024, based on base wages paid during the twelve-month period ending on that date. For permanent partners hired during the twelve-month period, compensation was annualized to reflect a full year of wages. Compensation for international employees was converted to U.S. dollar equivalents applying an average exchange rate for the fiscal year. The fiscal year 2024 annual total compensation for Mr. Niccol was $97,813,8431, as reported in the Summary Compensation Table of this proxy statement. The fiscal year 2024 annual total compensation for our median employee, a part-time barista in the U.S., was $14,674, including salary and Bean Stock awards. The ratio of our ceo’s annual total compensation to our median employee’s annual total compensation for fiscal year 2024 is 6,666 to 1. (1) Mr. Niccol’s base salary and annual cash incentive has been annualized as required under SEC rules. The Summary Compensation Table shows the actual base salary and annual cash incentive paid to Mr. Niccol for fiscal year 2024. Pay versus performance This section provides disclosure about the relationship between executive compensation actually paid to our principal executive officer (“PEO”) and non-PEO NEOs and certain financial performance measures of the Company for the fiscal years listed below. This disclosure has been prepared in accordance with Item 402(v) of Regulation S-K under the Exchange Act (the “Pay Versus Performance Rules”) and does not necessarily reflect how the Compensation Committee evaluates compensation decisions.

  108. MANAGEMENT DEFERRED COMPENSATION PLAN

    | | | | | | | | | | | | | | Value of Initial Fixed $100 Investment Based On(5): | | | | | Fiscal Year(1) | Summary Comp Table Total for Kevin Johnson | Comp Actually Paid to Kevin Johnson(2)(3) | Summary Comp Table Total for Howard Schultz | Comp Actually Paid to Howard Schultz(2)(3) | Summary Comp Table Total for Laxman Narasimhan | Comp Actually Paid to Laxman Narasimhan (2) (3) | Summary Comp Table Total for Rachel Ruggeri | Comp Actually Paid to Rachel Ruggeri(2)(3) | Summary Comp Table Total for Brian Niccol | Comp Actually Paid to Brian Niccol(2)(3) | Average Summary Comp Table Total for non-PEO NEOs | Average Comp Actually Paid to non-PEO NEOs(2)(4) | Total Share- holder Return (3-Year) | Peer Group Total Share- holder Return (3-Year) | Net Income | Adjusted EPS(6) | | 2024(7) | $0 | $0 | $0 | $0 | $21,530,692 | $5,709,978 | $6,627,008 | $3,900,195 | $95,801,676 | $96,434,632 | $5,660,591 | $3,904,722 | $125.74 | $137.32 | $3,760.9 | $3.350 | | 2023 | $0 | $0 | $757,597 | $757,597 | $14,604,531 | $20,654,309 | | | $0 | $0 | $5,232,406 | $6,511,524 | $114.96 | $107.23 | $4,124.5 | $3.618 | | 2022(8) | $16,718,154 | ($2,892,677) | $374,558 | $374,558 | $0 | $0 | | | $0 | $0 | $7,460,707 | $1,988,554 | $103.93 | $94.25 | $3,281.6 | $3.010 | | 2021 | $20,425,162 | $61,589,251 | $0 | $0 | $0 | $0 | | | $0 | $0 | $5,901,721 | $7,075,705 | $136.25 | $119.15 | $4,199.3 | $3.002 |

  109. MANAGEMENT DEFERRED COMPENSATION PLAN

    (1) The following table lists the PEO and non-PEO NEOs for each of fiscal years 2024, 2023, 2022, and 2021.

  110. MANAGEMENT DEFERRED COMPENSATION PLAN

    | Year | PEO | Non-PEO NEOs | | 2024 | Brian Niccol, Laxman Narasimhan, and Rachel Ruggeri | Michael Conway, Brady Brewer, and Bradley E. Lerman | | 2023 | Laxman Narasimhan, Howard Schultz | Rachel Ruggeri, Michael Conway, Bradley E. Lerman, and Sara Kelly | | 2022 | Howard Schultz, Kevin Johnson | Laxman Narasimhan, Rachel Ruggeri, John Culver, Michael Conway, and Rachel Gonzalez | | 2021 | Kevin Johnson | Rachel Ruggeri, John Culver, Michael Conway, Rachel Gonzalez, Patrick Grismer, and Rosalind Brewer |

  111. MANAGEMENT DEFERRED COMPENSATION PLAN

    | 80 | STARBUCKS 2025 PROXY | EXECUTIVE COMPENSATION TABLES |

  112. MANAGEMENT DEFERRED COMPENSATION PLAN

    (2) The dollar amounts reported represent the amount of “compensation actually paid,” as calculated in accordance with the Pay Versus Performance Rules. These dollar amounts do not reflect the actual amounts of compensation earned by or paid to our NEOs during the applicable year. For purposes of calculating “compensation actually paid,” the fair value of equity awards is calculated in accordance with FASB ASC Topic 718 using the same assumption methodologies used to calculate the grant date fair value of awards for purposes of the Summary Compensation Table (refer to the Summary Compensation Table for additional information). (3) The following table shows the amounts deducted from and added to the Summary Compensation Table total to calculate “compensation actually paid” to our PEOs in accordance with the Pay Versus Performance Rules:

  113. MANAGEMENT DEFERRED COMPENSATION PLAN

    | | Laxman Narasimham | | Fiscal Year | 2024 | | Summary Compensation Table Total | $21,530,692 | | - Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year | ($14,354,444) | | + Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | $3,356,869 | | + Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years | ($1,456,811) | | + Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | $0 | | + Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | $236,657 | | - Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | ($3,602,985) | | Compensation Actually Paid | $5,709,978 |

  114. MANAGEMENT DEFERRED COMPENSATION PLAN

    | | Rachel Ruggeri | | Fiscal Year | 2024 | | Summary Compensation Table Total | $6,627,008 | | - Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year | ($5,385,429) | | + Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | $3,742,874 | | + Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years | ($1,310,308) | | + Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | $0 | | + Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | $226,049 | | - Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | $0 | | Compensation Actually Paid | $3,900,195 |

  115. MANAGEMENT DEFERRED COMPENSATION PLAN

    | | Brian Niccol | | Fiscal Year | 2024 | | Summary Compensation Table Total | $95,801,676 | | - Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year | ($90,291,772) | | + Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | $90,924,728 | | + Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years | $0 | | + Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | $0 | | + Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | $0 | | - Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | $0 | | Compensation Actually Paid | $96,434,632 |

  116. MANAGEMENT DEFERRED COMPENSATION PLAN

    | 81 | STARBUCKS 2025 PROXY | EXECUTIVE COMPENSATION TABLES |

  117. MANAGEMENT DEFERRED COMPENSATION PLAN

    (4) The following table shows the amounts deducted from and added to the average Summary Compensation Table total compensation to calculate the average “compensation actually paid” to our non-PEO NEOs in accordance with the Pay Versus Performance Rules.

  118. MANAGEMENT DEFERRED COMPENSATION PLAN

    | | Non-PEO NEOs | | Fiscal Year | 2024 | | Summary Compensation Table Total | $5,660,591 | | - Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year | ($4,336,987) | | + Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | $3,243,855 | | + Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years | ($958,098) | | + Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | $0 | | + Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | $295,361 | | - Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | $0 | | Compensation Actually Paid | $3,904,722 |

  119. MANAGEMENT DEFERRED COMPENSATION PLAN

    (5) In accordance with the Pay Versus Performance Rules, the Company and the Company’s peer group cumulative total shareholder return (the “Peer Group TSR”) is determined based on the value of an initial fixed investment of $100 on September 25, 2020, through the end of the listed fiscal year. The Peer Group TSR set forth in this table was determined using S&P 500 Consumer Discretionary, which we also use in preparing the stock performance graph required by Item 201(e) of Regulation S-K for our Annual Report on Form 10-K for the fiscal year ended September 29, 2024. (6) We have determined that adjusted EPS is the financial performance measure that, in the Company’s assessment, represents the most important financial performance measure used to link “compensation actually paid” to our NEOs, for fiscal year 2024, to Company performance (the “Company Selected Measure” as defined in the Pay Versus Performance Rules). Adjusted EPS is a non-GAAP measure. Appendix A includes a reconciliation of adjusted EPS to the most directly comparable measure reported under GAAP as well as information regarding how these measures are calculated. (7) Ms. Ruggeri was an NEO for fiscal years 2021, 2022, 2023, and 2024 but served as interim ceo from August 12, 2024, until September 9, 2024. As a result, Ms. Ruggeri has been included as a non-PEO NEO for fiscal years 2021, 2022, and 2023 and as a PEO for fiscal year 2024. (8) Mr. Narasimhan was an NEO for fiscal year 2022 but was not appointed as ceo until fiscal year 2024. As a result, Mr. Narasimhan has been included as a non-PEO NEO for fiscal year 2022.

  120. RELATIONSHIP BETWEEN “COMPENSATION ACTUALLY PAID” AND PERFORMANCE MEASURES

    RELATIONSHIP BETWEEN “COMPENSATION ACTUALLY PAID” AND PERFORMANCE MEASURES In accordance with the Pay Versus Performance Rules, the charts below illustrate how “compensation actually paid” to the NEOs aligns with the Company’s financial performance as measured by TSR, net income, and adjusted EPS, as well as a comparison of TSR and Peer Group TSR.

  121. RELATIONSHIP BETWEEN “COMPENSATION ACTUALLY PAID” AND PERFORMANCE MEASURES

    | 82 | STARBUCKS 2025 PROXY | EXECUTIVE COMPENSATION TABLES |

  122. COMPENSATION ACTUALLY PAID, TSR, AND PEER GROUP TSR

    COMPENSATION ACTUALLY PAID, TSR, AND PEER GROUP TSR

  123. COMPENSATION ACTUALLY PAID AND NET INCOME

    COMPENSATION ACTUALLY PAID AND NET INCOME

  124. COMPENSATION ACTUALLY PAID AND ADJUSTED EPS

    COMPENSATION ACTUALLY PAID AND ADJUSTED EPS

  125. COMPENSATION ACTUALLY PAID AND ADJUSTED EPS

    | 83 | STARBUCKS 2025 PROXY | EXECUTIVE COMPENSATION TABLES |

  126. COMPENSATION ACTUALLY PAID AND ADJUSTED EPS

    | Proposal 3 Ratification of Selection of Deloitte & Touche LLP as Our Independent Registered Public Accounting Firm |

  127. COMPENSATION ACTUALLY PAID AND ADJUSTED EPS

    The Audit Committee is directly responsible for the appointment, compensation, retention, and oversight of the independent external audit firm retained to audit the Company’s financial statements. As a matter of good corporate governance, the Audit Committee requests that shareholders ratify its selection of Deloitte & Touche LLP (“Deloitte”) to serve as our independent registered public accounting firm for fiscal year 2025. If the selection is not ratified, the Audit Committee will consider whether it is appropriate to select another registered public accounting firm. Even if the selection is ratified, the Audit Committee in its discretion may select a different independent registered public accounting firm at any time during fiscal year 2025 if it determines that such a change would be in the best interests of the Company and our shareholders. In addition to the selection of the firm, the Audit Committee is directly involved in the selection of Deloitte’s lead engagement partner in conjunction with the mandated rotation of the person in that role. The members of the Audit Committee and the board believe that the continued retention of Deloitte to serve as the Company’s independent external auditor is in the best interests of the Company and its shareholders. We expect that representatives of Deloitte will attend the Annual Meeting. They will have an opportunity to make a statement if they so desire and are expected to be available to respond to appropriate questions from shareholders. The ratification of the selection of Deloitte & Touche LLP as our independent registered public accounting firm requires that the votes cast in favor of ratification exceed the votes cast against ratification.