DEF 14A of Starbucks Corp, Jan 26, 2026

DEF 14A of Starbucks Corp

Filed Jan 26, 2026 · FY20250001213900-26-007780

Open on EDGAR

  1. STARBUCKS BOARD OF DIRECTORS

    STARBUCKS BOARD OF DIRECTORS We believe that our directors should have a wide range of qualifications, including demonstrated integrity, a record of personal accomplishments, a commitment to participation in board activities, and other attributes discussed below under the header “Our Director Nomination Process” on page 31. We also endeavor to have a board that represents a range of qualifications, skills, and depth of experience in areas that are relevant to and contribute to the board’s oversight of the Company’s global activities. The board regularly evaluates the qualifications, skills, and experiences that are important for our directors in light of the evolving circumstances facing the Company. Some of the qualifications and skills we currently consider to be important are summarized below: Board Skills Matrix

  2. STARBUCKS BOARD OF DIRECTORS

    | Skills, Qualifications, and Experience | | Allison | Campion | Ford | Knudstorp | Mayer | Mohan | Moyo | Niccol | Servitje | Sievert | Zhang | | PUB | Public Company Board Experience: Directors who have served on other public company boards can offer advice and perspective with respect to board dynamics and operations, relations between the board and Starbucks management, corporate governance, executive compensation, risk management, oversight, and relations with shareholders. | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | | SNR | Senior Leadership Experience: We believe it is important for our directors to possess senior leadership experience by having served in senior leadership roles or on the board of directors at other organizations. Directors with senior leadership experience are uniquely positioned to contribute practical insight into business strategy and operations and to support the achievement of strategic priorities and objectives. Such experience also demonstrates strong ability to motivate and manage others, identify and develop leadership qualities in others, and manage organizations, all of which enable directors to drive maximum impact through their service on the board. | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | | BRD | Brand Marketing Experience: We seek directors with brand marketing experience because of the importance of image and reputation in the specialty coffee business and our objective of maintaining Starbucks standing as a brand. | ● | ● | ● | ● | ● | ● | | ● | ● | ● | ● | | FIN | Financial/Capital Allocation Experience: As a large public company, Starbucks is committed to strong financial discipline, effective allocation of capital, an appropriate capital structure, risk management, legal, and regulatory compliance, and accurate disclosure practices. We believe that directors who have senior financial leadership experience at large global organizations and financial institutions, and directors who are experienced allocators of capital, are instrumental to Starbucks success. | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | | HCM | Human Capital Management Experience: At Starbucks, our people are one of our most valuable assets. We seek directors with experience managing and developing large global workforces so that we can continue to execute on our mission and values. | ● | ● | ● | ● | ● | ● | | ● | ● | ● | ● | | INT | International Operations & Distribution Experience: Starbucks has a strong international presence with over 40,000 stores in 89 markets around the globe. Accordingly, we value international operations and distribution experience, especially as we continue to expand globally and develop new channels of distribution. | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | | IND | Industry Experience: As the premier roaster, marketer, and retailer of specialty coffee in the world, we seek directors who have knowledge of and experience in the consumer products, retail, and food and beverage industries, which is useful in understanding our product development, retail, and licensing operations. | ● | ● | ● | ● | | | | ● | ● | | ● | | CCE | Corporate Citizenship Experience: We believe that directors who have experience in promoting and upholding responsible corporate citizenship help Starbucks to effectively manage risk and further long-term value creation for shareholders while staying aligned with our mission and values. | ● | ● | ● | ● | ● | | ● | ● | ● | ● | ● | | ENV | Environmental/Climate Change Experience: We value directors with experience in environmental and climate change topics who strengthen the board’s oversight and ensure that we pursue a sustainable and responsible business model as part of our efforts to advance our strategic business imperatives and create long-term value for shareholders. | ● | ● | ● | ● | | | ● | | ● | | | | TEC | Technology Experience: Our business has become increasingly complex as we have enhanced our offerings, expanded our global footprint, and increased our online customer ordering capabilities. This increased complexity requires a sophisticated level of technology resources and infrastructure as well as technological expertise. In addition, as a consumer retail company, we seek directors who have digital and social media experience, which can provide insight and perspective with respect to our various business functions. | ● | ● | ● | ● | ● | ● | | | | ● | ● | | GOV | Governmental & Public Policy Experience: We seek directors with domestic and international experience and public policy experience to help us address significant public policy issues, adapt to different business and regulatory environments, and facilitate our work with various governmental entities and non-governmental organizations all over the world. This experience is particularly relevant during times of increased volatility in global politics and economics. | | | ● | | | | ● | | | ● | ● |

  3. STARBUCKS BOARD OF DIRECTORS

    | 11 | STARBUCKS 2026 PROXY | PROPOSAL 1: ELECTION OF DIRECTORS |

  4. STARBUCKS BOARD OF DIRECTORS

    Starbucks director nominees’ snapshot

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    | 12 | STARBUCKS 2026 PROXY | PROPOSAL 1: ELECTION OF DIRECTORS |

  6. STARBUCKS BOARD OF DIRECTORS

    | | Board Recommendation The Board recommends you vote FOR each of the 11 Starbucks nominees |

  7. STARBUCKS BOARD OF DIRECTORS

    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. Four of 11 of our director nominees are female and five of our director nominees are part of an underrepresented community.

  8. STARBUCKS BOARD OF DIRECTORS

    | | Ritch Allison | | AGE 58 | DIRECTOR SINCE 2019 | | | | | FAVORITE DRINK Flat White | |

  9. STARBUCKS BOARD OF DIRECTORS

    | 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 later in 2022. He joined Domino’s in 2011 as Executive Vice President of International and then served as President of 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. EDUCATION 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. 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 (chair) • Audit | | | SKILLS BRD CCE ENV FIN HCM IND INT PUB SNR TEC | | | OTHER PUBLIC BOARDS WITHIN THE PAST FIVE YEARS • Kenvue, Inc. (since 2023) • Domino’s Pizza, Inc. (2018-2022) | | | OTHER AFFILIATIONS • Member of the Board of Trustees, the University of North Carolina at Chapel Hill | |

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    | 13 | STARBUCKS 2026 PROXY | PROPOSAL 1: ELECTION OF DIRECTORS |

  11. STARBUCKS BOARD OF DIRECTORS

    | | Andy Campion | | AGE 54 | DIRECTOR SINCE 2019 | | | | | FAVORITE DRINK Nonfat Latte with Sugar Free Vanilla Protein Foam | |

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    | INDEPENDENT | PROFESSIONAL BACKGROUND ANDREW CAMPION currently serves as Executive Chairman and CEO of Unrivaled Sports, a fast-emerging premium youth sports portfolio of businesses. He 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 holding leadership and management roles across global strategic planning, mergers and acquisitions, financial planning and analysis, operations planning, investor relations, and tax. EDUCATION 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, 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 (chair) • Compensation | | | SKILLS BRD CCE ENV FIN HCM IND INT PUB SNR TEC | | | OTHER PUBLIC BOARDS WITHIN THE PAST FIVE YEARS • Paramount Skydance Corporation (since 2026) • Williams-Sonoma, Inc. (since 2024) | | | OTHER AFFILIATIONS • Director, Los Angeles 2028 Olympic and Paralympic Games • Director, Vuori, Inc. • Operating Partner, The Chernin Group (former) | |

  13. STARBUCKS BOARD OF DIRECTORS

    | | Beth Ford | | AGE 61 | DIRECTOR SINCE 2023 | | | | | FAVORITE DRINK Grande Vanilla Americano | |

  14. STARBUCKS BOARD OF DIRECTORS

    | 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 has a presence 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 career of over 35 years 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. EDUCATION Ms. Ford holds a bachelor’s degree from Iowa State University and a master’s degree in business from Columbia Business School. She 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 the challenges 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 the boards of other publicly traded companies, Ms. Ford is able to leverage her valuable knowledge and provide particular insight into corporate governance and responsible business 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 • Nominating/Governance (chair) | | | SKILLS BRD CCE ENV FIN 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 • Member of Board of Advisors, Columbia University Business School | |

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  16. STARBUCKS BOARD OF DIRECTORS

    | | Jørgen Vig Knudstorp | | AGE 57 | DIRECTOR SINCE 2017 | LEAD INDEPENDENT DIRECTOR | | | | | FAVORITE DRINK Pike Place Special Reserve | | |

  17. STARBUCKS BOARD OF DIRECTORS

    | INDEPENDENT | PROFESSIONAL BACKGROUND JØRGEN VIG KNUDSTORP is currently Deputy Chair of the LEGO Foundation and Chair of 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. EDUCATION Mr. Knudstorp earned master’s and Ph.D. degrees in economics from Århus University. 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, 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 in the context of across responsible business considerations and product and employee experiences. | | COMMITTEES • None | | | SKILLS BRD CCE ENV FIN HCM IND INT PUB SNR TEC | | | OTHER PUBLIC BOARDS WITHIN THE PAST FIVE YEARS • Nike, Inc. (since 2025) | | | OTHER AFFILIATIONS • Director, The LEGO A/S Group (Former) • Director, Merlin Entertainment Group (Former) | |

  18. STARBUCKS BOARD OF DIRECTORS

    | | Marissa Mayer | | AGE 50 | DIRECTOR SINCE 2025 | | | | | FAVORITE DRINK Summer Berry Blast | |

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    | INDEPENDENT | PROFESSIONAL BACKGROUND MARISSA MAYER is Chief Executive Officer of Dazzle AI, Inc., a technology startup company based in Palo Alto, California, that uses artificial intelligence to develop consumer-facing applications for automating everyday tasks. She previously served as Chief Executive Officer at Sunshine AI from 2018 to 2025 and as Chief Executive Officer, President, and a member of the Board of Directors of Yahoo!, Inc., from 2012 to 2017. At Yahoo!, she led a transformation of the company – rejuvenating its culture, growing to more than 1 billion users worldwide, and reinventing Yahoo!’s business. Before joining Yahoo!, Ms. Mayer spent 13 years at Google, Inc., from 1999 to 2012, as an early employee and the first woman engineer. For more than a decade, she led product management for Google Search, Google Maps, Google News, and other consumer products, holding various roles of increasing responsibility including Vice President, Local, Maps and Location Services, and Vice President, Search Products and User Experience. She previously served on the boards of private companies Maisonette, Forward Health, and Sunshine Products, Inc., and on non-profit boards including SFMOMA and the Foundation for the Forum of Young Global Leaders at the World Economic Forum. EDUCATION Ms. Mayer holds a bachelor’s degree in Symbolic Systems with a concentration in artificial intelligence and a master’s degree in computer science with a focus on artificial intelligence, both from Stanford University. RELEVANT SKILLS AND EXPERIENCE Ms. Mayer brings to the board an impactful blend of technical acumen and corporate leadership, combined with a proven track-record of customer-centric innovation, making her a valuable asset in guiding the company’s future growth. With over two decades of experience driving innovation, consumer engagement, and digital transformation, Ms. Mayer’s deep expertise in consumer technology, product design, and data-driven strategy aligns with Starbucks ambitions to enhance its digital ecosystem and customer experience. | | COMMITTEES • Nominating/Governance | | | SKILLS BRD CCE FIN HCM INT PUB SNR TEC | | | OTHER PUBLIC BOARDS WITHIN THE PAST FIVE YEARS • Walmart Inc. (since 2012) • AT&T Inc. (since 2024) • Nextdoor Holdings, Inc. (2024-2025) • Hilton Hotels Corporation (since 2025) | | | OTHER AFFILIATIONS • Trustee, San Francisco Ballet Association | |

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  21. STARBUCKS BOARD OF DIRECTORS

    | | Neal Mohan | | AGE 52 | DIRECTOR SINCE 2024 | | | | | FAVORITE DRINK Cortado | |

  22. STARBUCKS BOARD OF DIRECTORS

    | 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. EDUCATION Mr. Mohan earned an MBA from the Stanford Graduate School of Business where he was an Arjay Miller Scholar. He holds a bachelor’s degree in electrical engineering from Stanford University. RELEVANT SKILLS AND EXPERIENCE Mr. Mohan’s experience has given him valuable insights into 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 • Compensation | | | SKILLS BRD 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 • Trustee, The Paley Center for Media • Advisory Council Member, Stanford University Graduate School of Business | |

  23. STARBUCKS BOARD OF DIRECTORS

    | | Dambisa Moyo | | AGE 57 | DIRECTOR SINCE 2025 | | | | | FAVORITE DRINK Venti Cafe Latte with Almond Milk | |

  24. STARBUCKS BOARD OF DIRECTORS

    | INDEPENDENT | PROFESSIONAL BACKGROUND DAMBISA MOYO has served as co-principal of Versaca Investments, a family office focused on growth investing globally, since she co-founded the firm in 2021. She is a global economist and commentator analyzing the macroeconomy and international affairs. Since 2008, Dr. Moyo has been engaged in researching, speaking, and writing about international macroeconomics. She was Chief Executive Officer of Mildstorm LLC, a financial and economics firm, from 2015 to 2021. Prior to that, she worked at Goldman Sachs and at the World Bank. In addition, she is a member of the House of Lords (United Kingdom), sitting as Baroness Moyo of Knightsbridge. EDUCATION Dr. Moyo holds a doctorate in economics from St. Anthony’s College, Oxford, an MPA from Harvard University, and both an MBA and bachelor’s degree in chemistry from American University. RELEVANT SKILLS AND EXPERIENCE Dr. Moyo brings to the board a strong global perspective, a deep understanding of economic policy, and a commitment to responsible development. This experience uniquely positions her to advise on Starbucks strategy and support our mission to create economic opportunities and uplift communities worldwide. | | COMMITTEES • Audit • Nominating/Governance | | | SKILLS CCE ENV FIN GOV INT PUB SNR | | | OTHER PUBLIC BOARDS WITHIN THE PAST FIVE YEARS • Chevron Corporation (since 2016) • 3M Company (2018-2023) | | | OTHER AFFILIATIONS • Director, Conde Nast • Trustee, National Geographic Society • Investment Committee Member, Oxford University Endowment Fund • Member, Linklaters’ International Advisory Group | |

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  26. STARBUCKS BOARD OF DIRECTORS

    | | Brian Niccol | | AGE 52 | DIRECTOR SINCE 2024 | | | | | FAVORITE DRINK Americano | |

  27. STARBUCKS BOARD OF DIRECTORS

    | 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. He served as a director and as Chipotle’s Chief Executive Officer from 2018 until 2024 and assumed the role of Chairman in March 2020. During that time, 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, Mr. Niccol served as Chief Executive Officer of Taco Bell, a division of Yum! Brands, Inc., from 2015 to 2018, after having served as Taco Bell’s 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. EDUCATION 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 CCE FIN HCM IND INT PUB SNR | | | OTHER PUBLIC BOARDS WITHIN THE PAST FIVE YEARS • Walmart Inc. (since 2024) • Chipotle Mexican Grill, Inc. (2020-2024) • KB Home (2021-2024) | | | OTHER AFFILIATIONS • Trustee, Harbor Day School (Former) | |

  28. STARBUCKS BOARD OF DIRECTORS

    | | Daniel Servitje | | AGE 66 | DIRECTOR SINCE 2024 | | | | | FAVORITE DRINK Grande Cappuccino | |

  29. STARBUCKS BOARD OF DIRECTORS

    | 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 from 2013 until his retirement in June 2024. He previously served as Grupo Bimbo’s President and Chief Executive Officers from 1997 until 2013. 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. During his time in senior leadership at Grupo Bimbo, Mr. Servitje has presided over and helped to drive Grupo Bimbo’s progress on responsible business environmental and social and community impact matters. EDUCATION 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. Mr. Servitje’s experience enables him to offer nuanced and actionable guidance on matters affecting various facets of Starbucks business. | | COMMITTEES • Audit • Nominating/Governance | | | SKILLS BRD CCE ENV FIN HCM IND INT PUB SNR | | | OTHER PUBLIC BOARDS WITHIN THE PAST FIVE YEARS • Grupo Bimbo SAB de CV (since 1990) • Coca-Cola FEMSA SAB de CV (1998-2022) • CitiBanamex (1996-2022) | | | OTHER AFFILIATIONS • Chairman, Corporación Aura Solar • Co-Chair, Consejo Mexicano de Negocios • Director, Mexican Institute for Competitiveness • Director, Latin America Conservation Council | |

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  31. STARBUCKS BOARD OF DIRECTORS

    | | Mike Sievert | | AGE 56 | DIRECTOR SINCE 2024 | | | | | FAVORITE DRINK Venti Dark Roast | |

  32. STARBUCKS BOARD OF DIRECTORS

    | INDEPENDENT | PROFESSIONAL BACKGROUND MICHAEL SIEVERT is the former Chief Executive Officer and current vice chairman of the board of directors of T-Mobile US, Inc. (“T-Mobile”), one of the world’s largest telecommunications companies. He served as Chief Executive Officer from April 2020 through October 2025. Mr. Sievert previously served as President, Chief Operating Officer, and Director of T-Mobile 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 (now part of T-Mobile) from 2009 to 2011, 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 been 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. EDUCATION Mr. Sievert earned a bachelor’s degree in economics from the Wharton School at the University of Pennsylvania. 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 | | | SKILLS BRD CCE FIN GOV HCM INT 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 (Former) | |

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  34. STARBUCKS BOARD OF DIRECTORS

    | | Wei Zhang | | AGE 55 | DIRECTOR SINCE 2023 | | | | | FAVORITE DRINK Hazelnut Caffé Latte | |

  35. STARBUCKS BOARD OF DIRECTORS

    | 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. EDUCATION 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 robust global experience, expertise in e-commerce and digitization, and exceptional media and entertainment acumen, Ms. Zhang is an extremely valuable asset to our board. | | COMMITTEES • Audit • Nominating/Governance | | | SKILLS BRD CCE FIN GOV HCM IND INT PUB SNR TEC | | | OTHER PUBLIC BOARDS WITHIN THE PAST FIVE YEARS • Ralph Lauren Corporation (since 2022) | | | OTHER AFFILIATIONS • Director, Amblin Partners (Former) • Director, Alibaba Pictures Group (Former) • Director, Meituan Company (Former) • Director, Los Angeles Sports and Entertainment Commissions (Former) • Director, Jack Ma Foundation (Former) | |

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  37. ROLE OF OUR BOARD COMMITTEES

    ROLE OF OUR BOARD COMMITTEES The board regularly reviews the composition, number, and scope of its committees, and makes adjustments to meet changing conditions and needs. Our board of directors currently has three standing committees: the Audit and Compliance Committee (“Audit Committee”), the Compensation and Management Development Committee (“Compensation Committee”), and the Nominating/Governance Committee. The board, based upon recommendations from the Nominating/Governance Committee, makes committee and committee chair assignments annually. The board adjusts committee assignments as it deems 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.

  38. ROLE OF OUR BOARD COMMITTEES

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  39. ROLE OF OUR BOARD COMMITTEES

    The current composition and primary responsibilities 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 least annually. Each standing committee also has risk oversight within its respective areas of accountability as discussed under the heading “Risk Oversight” on page 26.(1) All three committees operate pursuant to written charters, which are available on our website at www.starbucks.com/about-us/corporate-governance. Each committee annually reviews and reassesses the adequacy of its respective charter and recommends any proposed changes to the board for approval.

  40. ROLE OF OUR BOARD COMMITTEES

    | Audit and Compliance Committee | | COMMITTEE MEMBERS: Andy Campion (chair) Ritch Allison Dambisa Moyo Daniel Servitje Wei Zhang | REPORT: Page 85 | | | | | NUMBER OF MEETINGS IN FISCAL YEAR 2025: 9 |

  41. 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 and data privacy • review disclosures relating to key responsible business measures and the adequacy and effectiveness of internal controls related to such measures, and provide oversight on key finance-related initiatives related to responsible business matters |

  42. ROLE OF OUR BOARD COMMITTEES

    Mr. Knudstorp served on the Audit Committee during fiscal year 2025 until March 2025. Each of Mr. Campion, Mr. Allison, Dr. Moyo, Mr. Servitje, and Ms. Zhang: (i) meets the independence criteria prescribed by applicable law and SEC rules for audit committee members and (ii) meets Nasdaq’s financial knowledge and sophistication requirements. Each of Mr. Campion and Mr. Allison 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 (“Deloitte”). (1) In November 2025, the board dissolved the Environmental, Partner, and Community Impact Committee (the “Impact Committee”). Upon dissolution of the Impact Committee, the board re-allocated its former responsibilities among the board and remaining committees. In particular, the Audit Committee assumed former Impact Committee topics pertaining to enterprise risk management, the Compensation Committee assumed former Impact Committee topics pertaining to partner matters, and the Nominating/Governance Committee assumed former Impact Committee topics pertaining to responsible business matters. As part of this change, the board also reclaimed primary responsibility for oversight of labor matters. The board believes these changes help simplify our board oversight structure and will allow the board and its remaining committees to more efficiently and effectively deploy resources and focus their attention on matters that drive long-term shareholder value. The Impact Committee’s members during fiscal year 2025 included Beth Ford (chair), Daniel Servitje, and Jørgen Vig Knudstorp. The Impact Committee met five times during fiscal year 2025.

  43. ROLE OF OUR BOARD COMMITTEES

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  44. ROLE OF OUR BOARD COMMITTEES

    | Compensation and Management Development Committee | | COMMITTEE MEMBERS: Ritch Allison (chair) Andy Campion Neal Mohan Mike Sievert | REPORT: Page 69 | | | | | NUMBER OF MEETINGS IN FISCAL YEAR 2025: 5 |

  45. 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 Executive Management Bonus Plan (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 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, belonging, and retention • 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 |

  46. 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, Mr. Mohan, and Mr. Sievert meets the heightened independence criteria prescribed by SEC and Nasdaq rules for compensation committee membership. Ms. Ford served on the Compensation Committee during fiscal year 2025 until March 2025. Compensation committee interlocks and insider participation No member of the Compensation Committee was, at any time during fiscal year 2025 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 2025.

  47. ROLE OF OUR BOARD COMMITTEES

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  48. ROLE OF OUR BOARD COMMITTEES

    | Nominating and Corporate Governance Committee | | COMMITTEE MEMBERS: Beth Ford (chair) Marissa Mayer Dambisa Moyo Daniel Servitje Wei Zhang | | | | | | NUMBER OF MEETINGS IN FISCAL YEAR 2025: 4 |

  49. 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 • oversee the Company’s responsible business policies and practices |

  50. ROLE OF OUR BOARD COMMITTEES

    Mr. Knudstorp and Mr. Mohan each served on the Nominating/Governance Committee during fiscal year 2025, and Mr. Knudstorp served as chair. Each left the Nominating/Governance Committee in November 2025 after the conclusion of fiscal year 2025.

  51. ROLE OF OUR BOARD COMMITTEES

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  52. COMPENSATION OF DIRECTORS

    COMPENSATION OF DIRECTORS Fiscal year 2025 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.

  53. NON-EMPLOYEE DIRECTOR COMPENSATION HIGHLIGHTS

    NON-EMPLOYEE DIRECTOR COMPENSATION HIGHLIGHTS • The lead independent director 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.

  54. 2025 PLAN YEAR COMPENSATION (MARCH 2025 - MARCH 2026)

    | 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—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 and Nominating/Governance Committee chairs* | $20,000 | Lump sum in cash or fully-vested RSUs, at the election of the director |

  55. NON-EMPLOYEE DIRECTOR STOCK OWNERSHIP GUIDELINES

    | Name(1) | Fees Earned or Paid in Cash ($) | Stock Awards ($)(2) | Option Awards ($)(3) | Total ($) | | Ritch Allison | — | $329,921 | — | $329,921 | | Andy Campion | — | $339,987 | — | $339,987 | | Beth Ford | — | $329,921 | — | $329,921 | | Mellody Hobson(4) | — | — | — | — | | Jørgen Vig Knudstorp | — | $514,964 | — | $514,964 | | Marissa Mayer | | $220,784 | | $220,784 | | Neal Mohan | — | $309,985 | — | $309,985 | | Dambisa Moyo | $92,599 | $128,142 | | $220,741 | | Daniel Servitje | — | $309,985 | — | $309,985 | | Mike Sievert | — | $309,985 | — | $309,985 | | Wei Zhang | — | $309,985 | — | $309,985 |

  56. EXECUTIVE SUMMARY

    Listening to our shareholders and changes to fiscal year 2025 compensation Every year, Starbucks provides shareholders with the opportunity to approve its executive compensation program on an advisory basis. At our 2025 Annual Meeting, approximately 86% of our shareholders who cast votes supported our advisory vote on executive compensation. In addition, every year we engage with shareholders representing a significant portion of our outstanding shares on a variety of topics, including our executive compensation program. Please see “Shareholder Engagement” on page 29 for more information regarding our Fiscal Year 2025 outreach to our shareholders. Changes to our executive compensation program during fiscal year 2025 included revising the individual performance factor portion of our Executive Management Bonus Plan to ensure leaders were aligned across shared performance metrics, while also taking into account their individual functions and contributions to further the Company’s “Back to Starbucks” strategy and providing deeper accountability, driving performance, and reinforcing our priorities. Further, we made changes to the design of our performance-based RSU (“PRSU”) program for fiscal year 2025 to 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. We also made certain changes to our outstanding PRSUs to drive sustained focus from our executive leadership team on the metrics that we believe will build long-term value for our shareholders. Finally, in furtherance of our “Back to Starbucks” strategy, we adopted the “Back to Starbucks” PRSU program, which provided for PRSU grants that are designed to motivate and retain our senior leaders to deliver on the significant transformation required by our turnaround plan. In determining our compensation practices for fiscal year 2026, the Compensation Committee was mindful of the feedback provided by shareholders and the results of our most recent advisory vote on executive compensation as well as the need to execute on our “Back to Starbucks” strategy while retaining top talent. While our annual bonus plan design remains the same for fiscal year 2026, we have shifted from shared individual performance factor goals to function-specific objectives that contribute to the “Back to Starbucks” strategy. We also made changes to the design of our PRSU program for fiscal year 2026 to increase the weighting of our comparable store sales growth targets, consistent with the long-term priorities of our “Back to Starbucks” strategy. Please see “Fiscal Year 2026 Executive Compensation Program Changes” on page 61 for more information. CEO Compensation and Performance Alignment The Compensation Committee takes seriously its responsibility to maintain appropriate pay for performance alignment with an emphasis on shareholder value. From the end of fiscal year 2024 through the end of fiscal year 2025, our stock price decreased in value by 14.3%. Consequently, as of the end of fiscal year 2025, the realizable value of compensation awarded to our ceo in fiscal year 2024 was only 40% of target primarily due to the realizable value attributable to the new hire equity awards granted to our ceo in fiscal year 2024 being equal to only 36% percent of target, as described in more detail below. Further, the realizable value of compensation awarded in fiscal year 2025 was 80% of target, which reflects, among other things, the alignment of our fiscal year 2025 performance goals with our actual performance.

  57. EXECUTIVE SUMMARY

    | ($ in millions) | FY24 Target | FY24 Realizable | FY25 Target | FY25 Realizable(3) | | Base Salary | $0.1 | $0.0 | $1.6 | $1.6 | | Non-Equity Incentive Plan Compensation | $0.1 | $0.0 | $3.6 | $2.0 | | Time-based RSUs | $32.0 (1) | $28.6 | $9.2 | $8.0 | | Performance-based RSUs | $48.0 (1) | $0.0 | $19.8 (2) | $15.0 | | Sign-On Cash | $5.0 | $5.0 | $5.0 | $5.0 | | Total | $85.2 | $33.7 | $39.2 | $31.5 |

  58. EXECUTIVE SUMMARY

    (1) Comprised of new hire equity awards. (2) Comprised of an annual PRSU award and a “Back to Starbucks” PRSU award. “Target Pay” for each fiscal year is the sum of • the salary rate for that year, pro-rated accordingly based on the ceo’s start date, • the target annual incentive, pro-rated accordingly based on the ceo’s start date, and • the grant date fair value of long-term incentives. “Realizable Pay” for each fiscal year is the sum of • the salary earned for that year, • the annual incentive earned for that year, • the value of time-based RSUs granted in that fiscal year, which for vested RSUs is equal to the stock price on the applicable vesting dates multiplied by the number of vested RSUs, and for unvested RSUs is valued based on our closing stock price on September 26, 2025, the last trading day of our 2025 fiscal year, multiplied by the number of unvested RSUs, and • the value of PRSUs granted in that fiscal year, which for: • unvested PRSUs for which the performance targets have been set are valued based on the number of shares that would have been earned based on actual results through September 28, 2025, multiplied by our closing stock price on September 26, 2025, and • unvested PRSUs for which the performance targets have not been set or are tied to the achievement of key components of the “Back to Starbucks” strategy are valued based on the number of target shares multiplied by our closing stock price on September 26, 2025. (3) Numbers in bottom row may not add up due to rounding convention.

  59. EXECUTIVE SUMMARY

    | New Hire CEO Replacement Awards In connection with Mr. Niccol’s appointment as ceo, in August 2024, we granted replacement equity grants with a target value of $80,000,000 on September 16, 2024, the grant effective date, calculated using the closing stock price on such date, 60% of which were in the form of PRSUs, which vest based on performance, and 40% of which were in the form of 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; and 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 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. At the end of fiscal year 2025, Starbucks relative TSR was tracking at the 33rd percentile, which would result in a payout of approximately 0% of target or $0 million. There has been no payment made to Mr. Niccol under the award. The ultimate payout of the award will be determined at the conclusion of the performance period. “Back to Starbucks” Award In June 2025, the independent members of the board and the Compensation Committee approved a “Back to Starbucks” grant of PRSUs with a target value of $6 million for our ceo and our executive vice presidents and a target value of $1 million for our senior vice presidents. This equity award is 100% performance based, with performance targets that align with components of our “Back to Starbucks” strategy. These grants are designed to motivate and retain our senior leaders to deliver, with urgency and excellence, on the significant transformation required by our turnaround plan. None of the “Back to Starbucks” PRSUs will vest unless the threshold goal of meaningful operating expense reductions is met. We believe the success of our “Back to Starbucks” plan will result in the creation of significant value for our shareholders, partners (employees), and customers. Please see “Back to Starbucks PRSU Program” on page 55 for more information. |

  60. EXECUTIVE SUMMARY

    Fiscal year 2025 target total direct compensation As shown below, the vast majority of our NEOs’ target total direct compensation is either variable or “at risk” based on our financial and operating results, individual performance, and our stock price. The at-risk elements of our fiscal year 2025 program include (i) our Executive Management Bonus Plan and (ii) our Leadership Stock Plan, through which PRSUs and time-based RSUs were granted as long-term incentive awards. Compensation policy highlights

  61. EXECUTIVE SUMMARY

    Fiscal year 2025 executive compensation payouts Our fiscal year 2025 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 Executive Management Bonus Plan earned an award equal to 54.8% of their target bonus opportunity based on our financial and operational results (payout of 39.7% of target) and their individual performance (payout of 100% of target) against their shared goals. Our PRSUs covering the fiscal year 2023 to fiscal year 2025 performance period (“2023 PRSUs”) paid out at 30.38% of target as a result of the 45% average achievement against our three-year adjusted EPS targets being reduced by our three-year relative TSR modifier, (multiplier of 0.75) as well as our three-year representation modifier, (amended to assume a multiplier of 0.9, which would have applied for below threshold performance).

  62. EXECUTIVE SUMMARY

    | EXECUTIVE MANAGEMENT BONUS PLAN | | | Financial Performance | Individual Performance Factor* | | Payout of 39.7% of target | Payout of 100% of target |

  63. EXECUTIVE SUMMARY

    | LEADERSHIP STOCK PLAN | | Fiscal Year 2023 PRSUs | | Payout of 30.38% of target |

  64. EXECUTIVE SUMMARY

    * Does not reflect Mr. Bauduin’s individual performance factor payout, as he participated in a separate bonus plan for senior vice presidents. Executive Management Bonus Plan We set our fiscal year 2025 financial performance targets to align with our strategic growth plans and our rigorous goal setting philosophy. For fiscal year 2025, 75% of each participant’s target incentive opportunity was earned based on adjusted net revenue and adjusted operating income financial metrics, and the remaining 25% was earned based on individual performance as measured against shared goals (versus individual-specific goals previously). The Compensation Committee assessed individual performance against key components of our “Back to Starbucks” strategy and promotion of a culture of belonging, joy, and sustainability (“Values Initiatives”). The Executive Management Bonus Plan and the results of our fiscal year 2025 performance are described in detail starting on page 45. Leadership stock plan Long-term incentives were awarded in two forms: (1) 60% in the form of PRSUs and (2) 40% in the form of time-based RSUs, which vest over four years. With respect to our fiscal year 2025 PRSU program, we added a new three-year average global, company-operated, comparable store sales metric with a 50% weighting, and the three-year average adjusted EPS metric was reduced from 100% to a 50% weighting. In addition, the relative TSR modifier was revised to provide for a payout range (rather than linear interpolation between relative TSR 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 long-term incentives under our Leadership Stock Plan and the results of our fiscal year 2025 performance are described in detail starting on page 50. cfo new hire package Ms. Smith was appointed as our cfo in March 2025. In connection with her appointment as cfo, we entered into an offer letter with Ms. Smith, which documents, among other things, her compensation and employment terms. The Compensation Committee spent significant time reviewing Ms. Smith’s compensation package with the Committee’s independent compensation consultant. In approving the final terms of Ms. Smith’s compensation package, they considered, among other things, Ms. Smith’s knowledge and extensive experience in retail, global operations, and turnaround success (which she acquired serving as chief financial officer of Nordstrom, Target, and Walmart International), as well as the substantial value of the cash and equity compensation that Ms. Smith would forfeit upon her departure from Nordstrom in both the near- and long-term, which was estimated at approximately $15 million. Based on such considerations, the Compensation Committee ultimately determined that the compensation package described below in the section entitled “Executive Compensation Agreements and Arrangements — cfo Offer Letter” was necessary to recruit a cfo of Ms. Smith’s caliber to help the Company advance its “Back to Starbucks” strategy.

  65. 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 goals for adjusted net revenue and adjusted operating income 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, and retain executives through long-term vesting and potential wealth accumulation • PRSUs are earned based on three-year adjusted EPS performance and three-year comparable store sales measured against annual targets that are established at the beginning of each year in the performance period, subject to downward or upward adjustment of up to 25% based on our relative TSR performance measured over a cumulative three-year period. • 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 | | “Back to Starbucks” PRSU Grant | PRSUs (100%) | • Designed to motivate and retain our senior leaders to deliver on the significant transformation required by our turnaround plan and to support continued investment in the in-coffeehouse experience • No PRSUs will vest unless management reduces operating expenses by at least $800 million cumulative across fiscal years 2026 and 2027 • If operating expenses are meaningfully reduced, additional vesting is directly tied to the achievement of key components of the “Back to Starbucks” strategy to encourage our senior leaders to achieve these goals with urgency and excellence • Subject to a downward adjustment if the Company’s relative TSR compared to the S&P 500 over the performance period is not at least equal to the 50th percentile | | Perquisites and Other Executive Benefits | See “Other Fiscal Year 2025 Compensation Matters – Perquisites and Other Executive Benefits” on page 64 | • Provide for the safety and wellness of our executives and support our objective of attracting and retaining top executive talent |

  66. OVERVIEW

    OVERVIEW Annual cash incentive awards for our NEOs (other than Mr. Bauduin) are paid pursuant to our Executive Management Bonus Plan. The Executive Management Bonus Plan is designed to reward both collective and individual performance. Awards align compensation with the execution of key company value drivers and organization-wide strategic initiatives that are intended to drive long-term performance. Each NEO’s annual incentive award in fiscal year 2025 was based on two

  67. TARGET OPPORTUNITIES

    TARGET OPPORTUNITIES The target opportunities as a percentage of base salary for fiscal year 2025 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 each NEO’s role and responsibilities, internal pay 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 2025, except for Mr. Grams who received a 25% increase in connection with his appointment as coo. This increase was intended to reflect his increased responsibilities and his performance, as well as market competitiveness and internal pay equity considerations.

  68. TARGET OPPORTUNITIES

    | | Bonus Targets Percentage of Base Salary | | | | Named Executive Officer | Fiscal Year 2024 | Fiscal Year 2025 | % Change | | Brian Niccol | 225% | 225% | 0% | | Cathy R. Smith(1) | N/A | 125% | N/A | | Brady Brewer | 100% | 100% | 0% | | Mike Grams(2) | N/A | 125% | N/A | | Sara Kelly | 100% | 100% | 0% | | Rachel Ruggeri | 125% | 125% | 0% | | Val Bauduin(3) | N/A | 55% | N/A |

  69. TARGET OPPORTUNITIES

    (1) Ms. Smith’s target bonus opportunity for fiscal year 2025, after proration for her start date in March 2025, is equal to approximately 36% of her annual salary. (2) Mr. Grams’ target bonus opportunity for fiscal year 2025 increased from 100% to 125%, effective June 9, 2025. Mr. Grams’ target bonus opportunity for fiscal year 2025, after proration for his start date in February 2025 and his target bonus increase in June 2025, is equal to approximately 62% of his annual salary. Mr. Grams did not serve as an executive officer during fiscal year 2024. (3) Mr. Bauduin served as interim cfo from March 7, 2025, to March 24, 2025, and did not receive any compensation increase in connection with this role. Mr. Bauduin did not serve as an executive officer during any other period of time.

  70. TARGET OPPORTUNITIES

    | | FINANCIAL PERFORMANCE GOALS (75%) For fiscal year 2025, the portion of the annual cash incentive award derived from financial performance was based on the achievement of adjusted net revenue and adjusted operating income goals 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. While the target values for these two financial performance goals were set at levels that were below the equivalent targets used for fiscal year 2024, the Compensation Committee determined that such targets were appropriate as they would require meaningful performance in the context of the Company’s continued turnaround efforts during fiscal year 2025. The Adjusted Net Revenue Target was set above the fiscal year 2024 actual Adjusted Net Revenue result ($36.5 billion). The Adjusted Operating Income target was set below the fiscal year 2024 actual Adjusted Operating Income result ($5.47 billion), which was reflective of the Company’s anticipation of certain costs and investments in support of the “Back to Starbucks” strategy during the fiscal year. The threshold, target, and maximum goals and actual results for adjusted net revenue and adjusted operating income for fiscal year 2025 were as follows: |

  71. TARGET OPPORTUNITIES

    (1) In fiscal year 2025, consolidated adjusted operating income equaled the total of all business units’ operating income less total unallocated corporate expenses. The performance measures under the Executive Management 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 97.8% and 76.8% of target, respectively, resulting in achievement factors of 85% and 0%, respectively, and a weighted achievement factor of 39.67% for all consolidated Company financial performance goals.

  72. TARGET OPPORTUNITIES

    | Payout Range | Performance Criteria | | 0-200% | Progress Against Key Components of the “Back to Starbucks” Strategy It Starts and Ends with the Green Apron Deliver the Customer Experience to Win the Morning We are the Community Coffee House Re-Introduce Starbucks to the World Promoting our Values Initiatives of: Belonging Joy Sustainability |

  73. TARGET OPPORTUNITIES

    In November 2025, the Compensation Committee recommended for approval by the independent members of the board, an IPF for Mr. Niccol of 100%, which was subsequently approved by the independent members of the board. For each of the other NEOs other than Mr. Bauduin and Ms. Ruggeri, in November 2025, the ceo made IPF recommendations of 100% to the Compensation Committee based on his evaluation of their individual performance against their shared performance goals, which also took into account their respective functions and time in role. The Compensation Committee concurred with the ceo’s recommendations for Ms. Smith, Mr. Brewer, Mr. Grams, and Ms. Kelly. For Mr. Bauduin, who participated in the Leadership Bonus Plan, Ms. Smith made an IPF recommendation of 110%, which was based primarily on his performance as senior vice president, North America finance of the Company. Because Ms. Ruggeri’s termination of employment was a termination without cause for purposes of the provisions of Starbucks Executive Severance and Change in Control Plan (the “Severance and CIC Plan”), Ms. Ruggeri was entitled to receive the severance benefits under such plan, which included a prorated bonus earned based on actual financial performance (assuming 100% achievement of individual performance targets), that was paid at the same time our annual bonuses were paid to our continuing NEOs. For additional information regarding the severance payments and benefits received by Ms. Ruggeri in connection with her termination of employment, please refer to the sections entitled, “Executive Compensation Agreements and Arrangements” and “Potential Payments Upon Termination or Change in Control.” The key results influencing the Compensation Committee’s decisions on the individual performance category portion of the cash bonus award for the NEOs other than Mr. Bauduin are summarized on the next page. In addition to the individual performance achievements listed below, which resulted in meaningful progress against key components of the “Back to Starbucks” strategy, the Compensation Committee considered that our initiatives to offer the best job in retail are succeeding, with retail partner engagement and coffeehouse leader engagement reaching historic highs.

  74. FISCAL YEAR 2025 ANNUAL CASH INCENTIVES EARNED

    FISCAL YEAR 2025 ANNUAL CASH INCENTIVES EARNED The table below shows the fiscal year 2025 actual payout levels for each component of the Executive Management Bonus Plan (and in the case of Mr. Bauduin, the Leadership 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.

  75. FISCAL YEAR 2025 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 | $3,600,000 | 39.7% | | 100% | | 54.8% | $1,971,000 | | Cathy R. Smith(1) | $1,156,250 | 39.7% | | 100% | | 54.8% | $328,697 | | Brady Brewer | $775,000 | 39.7% | | 100% | | 54.8% | $424,313 | | Mike Grams(1) | $912,500 | 39.7% | | 100% | | 54.8% | $307,442 | | Sara Kelly(1) | $665,385 | 39.7% | | 100% | | 54.8% | $364,298 | | Rachel Ruggeri(2) | $589,512 | 39.7% | | 100% | | 54.8% | $323,053 | | Val Bauduin | $288,750 | 39.7% | | 110% | | 57.3% | $165,309 |

  76. FISCAL YEAR 2025 ANNUAL CASH INCENTIVES EARNED

    (1) Ms. Smith’s target bonus is prorated for her start date in March 2025. Mr. Grams’ target bonus is prorated for his start date in February 2025, and his target bonus increase in June 2025. Ms. Kelly’s target bonus is prorated for her target bonus increase in June 2025. (2) In March 2025, Ms. Ruggeri was entitled to receive the severance benefits set forth in our Severance and CIC Plan, which included a prorated bonus earned based on actual financial performance (assuming 100% achievement of individual performance targets). Long-term incentives under the Leadership Stock Plan

  77. OVERVIEW

    The fiscal year 2025 PRSUs are earned at the end of a three-year performance period only to the extent pre-established performance goals are met and vest to the extent earned on the third anniversary of the grant date, so long as the recipient remains employed by Starbucks through such date (with certain exceptions described below). Time-based RSUs vest annually over four years in equal installments of 25%, commencing on the first anniversary of the grant date, so long as the recipient remains employed by Starbucks through such date (with certain exceptions described below). Both PRSUs and time-based RSUs include dividend equivalent rights payable when the underlying shares are earned and settled.

  78. TARGET OPPORTUNITIES

    TARGET OPPORTUNITIES 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. The values of these long-term incentive awards were designed to be competitive with the market, to reflect 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 performance and shareholder returns. 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. The target value of the annual equity awards for Mr. Niccol for fiscal year 2025 was set out in his offer letter. In determining this amount, Mr. Niccol’s skills and experience, his role and responsibilities, market data, his prior compensation, and the desire and need to hire a transformative leader of the caliber of Mr. Niccol at a pivotal time in Starbucks history were all considered. Future equity award values will be determined on an annual basis. In November 2024, the Compensation Committee approved decreases in the target values of the annual equity awards of certain of our NEOs after considering market data, internal pay equity considerations, and the holding power of their aggregate unvested equity awards, including the amounts of any prior grants. We determined the target 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” on page 57 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.

  79. VALUE OF ANNUAL LONG-TERM INCENTIVE COMPENSATION AWARDS

    VALUE OF ANNUAL LONG-TERM INCENTIVE COMPENSATION AWARDS

  80. VALUE OF ANNUAL LONG-TERM INCENTIVE COMPENSATION AWARDS

    | Named Executive Officer | Granted in Fiscal Year 2025 | Granted in Fiscal Year 2024 | % Change | | Brian Niccol | $23,000,000 | N/A (1) | N/A | | Cathy R. Smith | $4,500,000 (2) | N/A | N/A | | Brady Brewer | $3,500,000 | $5,000,000 | -30% | | Mike Grams | N/A (3) | N/A (3) | N/A | | Sara Kelly | $2,500,000 | $2,500,000 | 0% | | Rachel Ruggeri | $4,500,000 | $5,000,000 | -10% | | Val Bauduin | $500,000 | N/A (4) | N/A |

  81. VALUE OF ANNUAL 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. (2) The amount reflects Ms. Smith’s fiscal year 2025 annual equity award. Ms. Smith received additional replacement PRSUs and replacement time-based RSUs, in consideration of the long-term cash opportunity and equity awards that Ms. Smith forfeited when she left her previous employer to join Starbucks, which in the case of the PRSUs had the same terms as the PRSUs granted during the fiscal year 2025 annual grant cycle and in the case of the time-based RSUs, vest annually over three years in equal installments. Please see the section entitled “Executive Compensation Agreements and Arrangements – cfo Offer Letter”. (3) Mr. Grams commenced his employment with Starbucks in February 2025, as evp, North America chief stores officer and did not receive any annual long-term incentive awards in fiscal year 2024. Mr. Grams received a new hire equity award of $2,500,000 consisting of 60% PRSUs and 40% time-based RSUs when he accepted the role, which in the case of the PRSUs, had the same terms as the PRSUs granted during the fiscal year 2025 annual grant cycle and in the case of the time-based RSUs, vest annually over three years in equal installments. (4) Mr. Bauduin served as interim cfo from March 7, 2025, to March 24, 2025, and did not receive any compensation increase in connection with this role. Mr. Bauduin did not serve as an executive officer during any other period of time.

  82. FISCAL YEAR 2025 TIME-BASED RSUs

    FISCAL YEAR 2025 TIME-BASED RSUs The time-based RSUs granted to our NEOs in November 2024 will vest annually over four years 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 2025 are disclosed in the Fiscal Year 2025 Grants of Plan-Based Awards Table on page 72. “Back to Starbucks” PRSU Program In June 2025, the independent members of the Board of Directors and the Compensation Committee approved a “Back to Starbucks” grant of PRSUs with a target value of $6 million for our ceo and our executive vice presidents and a target value of $1 million for our senior vice presidents. These grants are designed to motivate and retain our senior leaders to deliver on the significant transformation required by our turnaround plan. The grants are directly tied to the achievement of key components of the “Back to Starbucks” strategy to encourage our senior leaders to achieve these goals with urgency and with excellence. None of the “Back to Starbucks” PRSUs will vest unless the threshold goal of meaningful operating expense reductions is met. We believe the success of our “Back to Starbucks” strategy will result in the creation of significant value for our shareholders, partners (employees), and customers. The awards will be eligible to vest following our fiscal year 2027 based on achievement of the pre-determined goals. They will pay out only if the threshold goal relating to operating expense (OpEx) reduction is met. The achievement of goals relates to (i) the rollout of the Company’s Green Apron Service program, (ii) coffeehouse uplifts, (iii) new food and beverage platforms, and (iv) a reimagined Starbucks Rewards program and can unlock payouts of up to 200% of target, subject to a

  83. FISCAL YEAR 2025 TIME-BASED RSUs

    | 55 | STARBUCKS 2026 PROXY | EXECUTIVE COMPENSATION PROGRAM |

  84. FISCAL YEAR 2025 TIME-BASED RSUs

    downward adjustment if the Company’s relative TSR compared to the S&P 500 over the performance period is not equal to or greater than the 50th percentile as illustrated in table below. Participants need to remain employed by Starbucks through the settlement date of the PRSUs to have their PRSUs vest (except in the event of a qualifying termination or certain change in control scenarios), and the PRSUs do not provide for retirement vesting. The rationale for the different elements of our “Back to Starbucks” PRSU program are set forth in the table below.

  85. FISCAL YEAR 2025 TIME-BASED RSUs

    | Element | Rationale | | Target Values: $6M for our ceo and executive vice presidents and $1M for our senior vice presidents | • Provides for a reasonable incentive commensurate with the significant value that we believe the achievement of the performance targets will create for our shareholders, partners, and customers | | Operating Expense Threshold Goal | • Reduces operating expenses to support continued investment in the in-coffeehouse experience • Improves our bottom-line results | | Achieve goals tied to “Back to Starbucks” strategy | • Incentivizes our leaders to achieve these goals, which we believe will improve our top-line results through increased comparable store sales over the long-term | | 24-Month Performance Period | • Incentivizes completion of our turnaround plan with urgency and excellence | | Service Requirement through Payment Date/No Retirement Vesting | • Promotes retention to deliver on the significant transformation required by our turnaround plan • Aligns the interests of participants with the interests of our shareholders |

  86. FISCAL YEAR 2025 TIME-BASED RSUs

    A detailed description of our PRSU targets is set forth in the table that follows.

  87. FISCAL YEAR 2025 TIME-BASED RSUs

    | | Metric Details | Targets | | Total Company OpEx Savings | Achievement of Cumulative OpEx Savings Targets(1) • Aggressively reduce operating expenses to expand operating margins and create value for shareholders • Reset our cost structure to offset some of the increased costs from investing in our “Back to Starbucks” strategy | $800M cumulative across Fiscal Years 2026 and 2027 |

  88. FISCAL YEAR 2025 TIME-BASED RSUs

    | 56 | STARBUCKS 2026 PROXY | EXECUTIVE COMPENSATION PROGRAM |

  89. FISCAL YEAR 2025 TIME-BASED RSUs

    | | Metric Details | Targets | | Green Apron Service Model Roll Out | Percent of U.S. company operated stores executing Green Apron Service Model with Grow Report Performance Metrics in place • Implement the Green Apron Service Model to increase transactions at peak and then grow to benefit shoulder hours over time • The Green Apron Service Model includes a new customer service standard, improved staffing and deployment, and roll out of an order prioritization algorithm | Implementation at greater than 75% of US company operated stores | | New Beverage/Food Platform Innovation Launch | Successful launch of new U.S. beverage/food platforms, which complete all of our enterprise stage gates (ideation, refinement, validation, plan, and execution) • Platform is defined as a foundational product or system that will serve as the basis for multiple future menu items or variations | The target is measured as one successful new platform launch in the U.S. by the end of fiscal year 2026 and an additional successful new platform launch in the U.S. by the end of fiscal year 2027 | | Coffeehouse Unit Renovations | Number of U.S. company operated coffeehouses that have received a Coffeehouse Uplift Renovation that meets specific cost criteria • Reestablish Starbucks as the community coffeehouse with a warm and welcoming environment that enhances the customer experience | Implementation at greater than 2,250 US company operated stores | | New Loyalty Program Launch | Successful re-launch of US Rewards Program and material feature launch, which both complete enterprise stage gates • Incorporate loyalty features that enhance the customer experience so we can win the peaks, and reignite passion for our brand | In fiscal year 2026, to recognize and incentivize our regular customers and attract new customers, the target is to successfully re-launch the Starbucks Rewards Program in the U.S. with new loyalty features In fiscal year 2027, the target will be to successfully implement new features to further strengthen the loyalty program |

  90. FISCAL YEAR 2025 TIME-BASED RSUs

    (1) OpEx includes all expenses between gross margin and operating income on the income statement. Target excludes costs of goods savings targets, “Back to Starbucks” investments in coffeehouse labor and supply chain, and operating items that would be excluded from operating expenses when calculating non-GAAP operating income. OpEx savings include savings attributed to certain ongoing cost-reduction initiatives, that commenced in fiscal year 2025 and will continue to be realized during the performance period.

  91. TARGET VALUES VERSUS ACCOUNTING VALUES

    TARGET VALUES VERSUS ACCOUNTING VALUES The target value of PRSU awards granted in fiscal year 2025 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 2025 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 such 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. 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 2025 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 are calculated by multiplying the number of stock units by the closing stock price on the date of grant. Further, because the grant date of a PRSU award for SEC reporting purposes occurs when the performance targets are set, and targets under our PRSU awards are generally established annually, 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 include portions of current and prior year PRSU awards, except in the case of the “Back to Starbucks” PRSU awards and Mr. Niccol’s fiscal year 2024 replacement PRSU award, which are reported in the year of grant since the performance targets for such PRSUs were approved during that year.

  92. OUR EXECUTIVE COMPENSATION PROCESS

    Peer group The Compensation Committee, with assistance from its independent compensation consultant, annually reviews the composition of our peer group. Our peer group companies generally are global companies with complex management needs and strong brand profiles in the consumer staples, consumer discretionary, and payment and technology industries as well as other iconic global brand or category leaders. As part of such reviews, the Compensation Committee considers specific criteria and recommendations regarding companies to add to or remove from the peer group. The factors that we consider are set forth in the table below.

  93. OUR EXECUTIVE COMPENSATION PROCESS

    For fiscal year 2025, the Compensation Committee, in consultation with its independent compensation consultant, modified the fiscal year 2024 peer group to remove Visa Inc. because they no longer meet the size criteria set forth above, and added 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. Starbucks Fiscal Year 2025 Executive Compensation Peer Group Companies

  94. OUR EXECUTIVE COMPENSATION PROCESS

    In March 2025, 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 2026 compensation. For the fiscal year 2026 peer group, the Compensation Committee removed General Mills, Inc., Kimberly-Clark Corporation, The Kraft Heinz Company, and The Estée Lauder Companies Inc. due to lower growth, being manufacturing-focused, and already being represented among remaining peers. For the fiscal year 2026 peer group, the Compensation Committee also added Airbnb, Inc. and Uber Technologies, Inc. given their international scale and complexity of operations, their status as iconic global brands and category leaders, their being primarily business to consumer, and their strong consumer orientation.

  95. FISCAL YEAR 2026 ANNUAL AND LONG-TERM INCENTIVE PROGRAM DESIGN CHANGES

    FISCAL YEAR 2026 ANNUAL AND LONG-TERM INCENTIVE PROGRAM DESIGN CHANGES In determining our compensation practices for fiscal year 2026, the Compensation Committee was mindful of the feedback provided by shareholders and the results of our most recent advisory vote on executive compensation. Our annual bonus plan design remains the same for fiscal year 2026, except we have shifted from shared individual performance factor goals to function-specific objectives that contribute to the “Back to Starbucks” strategy as illustrated in the chart below. We continued to refine our annual PRSU program design. For our fiscal year 2026 PRSU program, our three-year average global, company operated, comparable store sales metric will have a 60% weighting versus a 50% weighting, and the three-year average adjusted EPS metric was reduced to a 40% weighting. The Compensation Committee believes these changes align with our “Back to Starbucks” strategy and our increased focus on long-term sales growth. The chart below illustrates this change.

  96. FISCAL YEAR 2026 ANNUAL AND LONG-TERM INCENTIVE PROGRAM DESIGN CHANGES

    | 61 | STARBUCKS 2026 PROXY | EXECUTIVE COMPENSATION PROGRAM |

  97. 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 below: | | | An executive officer generally has five years to achieve the minimum ownership requirement. However, an executive officer 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 and PRSUs. This holding requirement increases to 100% if the executive has not met the minimum ownership guideline by year five. | |

  98. 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 of our NEOs, who are current executive officers, exceeded their applicable ownership requirement.

  99. EXECUTIVE COMPENSATION GOVERNANCE POLICIES AND PRACTICES

    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 2025, 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 2025 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 can be found in Exhibit 97 to the Company’s Annual Report on Form 10-K for the year ended September 28, 2025. Equity grant and approval timing practices The Company does not schedule its equity grants in anticipation of the release of material, non-public information (MNPI), nor does the Company time the release of MNPI based on equity grant dates. 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, hiring a new partner, or certain strategic initiatives. During fiscal year 2025, the Company did not issue any equity awards to our NEOs during any period beginning four business days before the filing or furnishing of a periodic report or current report disclosing MNPI and ending one business day after the filing or furnishing of such report with the SEC. 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 can be found in Exhibit 19.1 to the Company’s Annual Report on Form 10-K for the year ended September 28, 2025. 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.

  100. EXECUTIVE COMPENSATION AGREEMENTS AND ARRANGEMENTS

    | Compensation Element | Description | Rationale | | Base Salary | $925,000, prorated for fiscal year 2025 | Provides a predictable level of income | | Annual Incentive Bonus Target | 125% of base salary (target); 250% of base salary (maximum), prorated for fiscal year 2025 | Ties additional upside earning opportunity to Company and shared individual performance factor goals and results | | Annual Equity Incentives | Annual equity award with a target value of $4,500,000 for fiscal year 2025, calculated using the closing stock price on the date of grant | The annual equity award was made to align Ms. Smith with Starbucks fiscal year 2025 long-term annual incentive program and to replace approximately $3.6 million of long-term cash incentive opportunity and long-term equity awards that would have vested beyond the next 12 months, which she forfeited when she left her prior employer | | Replacement Equity Grants | Replacement equity grants with a target value of $6,400,000 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 To provide alignment with the other members of the Company’s Leadership Team, the PRSUs provide for participation in the FY 2025-2027 PRSU cycle | The replacement equity grants were made to replace an estimated $6,400,000 value of long-term cash incentive opportunity and long-term equity awards that would have vested beyond the next 12 months, which she forfeited when she left her prior employer The replacement equity grants are intended to drive performance, support retention, and incentivize Ms. Smith to help us to lead our transformation through our “Back to Starbucks” strategy and beyond | | Other Executive Benefits | Ms. Smith will also be entitled to the Company’s standard relocation, executive life insurance, and physical exam benefits for senior executives | We believe that providing such benefits was necessary to attract and retain an executive like Ms. Smith, and these are the same benefits that we provide to other senior executive hires Please see “Perquisites and Other Executive Benefits” on page 64 for more information regarding certain of these benefits | | Signing Bonus | $5,000,000, with 50% paid on the payroll date following the one-month anniversary of start date, and 50% paid on the payroll date following the 12-month anniversary, subject to continued employment. If Ms. Smith departs Starbucks for any reason that is not due to death or disability or a termination without cause (as defined in the Severance and CIC Plan), she must reimburse Starbucks for a pro-rated portion of the bonus that has been paid to her, with only the first installment subject to recovery if she departs during her first year of employment and with only the second installment subject to recovery if she departs during her second year of employment | The signing bonus was intended to replace the sum of (i) the estimated earned value of Ms. Smith’s cash incentive opportunity, which she forfeited when she departed her previous employer and (ii) the estimated value of the equity awards granted by her previous employer that would have vested within the 12 months following her departure, and is consistent with Starbucks general compensation practices for new executive hires The vesting and payout schedule of the signing bonus takes into account the estimated payout dates of Ms. Smith’s forfeited cash incentive opportunity and forfeited portion of her equity awards, which in both cases would have been earned and paid out within 12 months following her departure |

  101. EXECUTIVE COMPENSATION AGREEMENTS AND ARRANGEMENTS

    | Compensation Element | Description | Rationale | | Severance Benefits | Participation in the Severance and CIC Plan If Ms. Smith is terminated without cause (as defined in the Severance and CIC Plan), her replacement time-based RSUs will continue to vest as scheduled and her replacement PRSUs and 2025 annual PRSUs will be eligible to vest in full based on the original performance criteria and performance period, and she will be entitled to the unpaid portion of her signing bonus | Supports our objective of attracting and retaining a transformative leader Please see “Executive Compensation Agreements and Arrangements” on page 66 for more information regarding the material features and rationale for the design of the Starbucks Severance and CIC Plan |

  102. EXECUTIVE COMPENSATION AGREEMENTS AND ARRANGEMENTS

    In addition to providing for the right to participate in our Severance and CIC Plan, Ms. Smith’s offer letter provides for certain severance benefits with respect to her replacement equity awards. If Ms. Smith is terminated without cause (as defined in the Severance and CIC Plan), her replacement time-based RSUs will continue to vest as scheduled and her replacement PRSUs and 2025 annual PRSUs will be eligible to vest in full based on the original performance criteria and performance period, and she will be entitled to the unpaid portion of her signing bonus and any reimbursement of previously paid installments will not be collected. Severance and CIC Plan The Compensation Committee maintains the Severance and CIC Plan, which is intended to provide uniformity and internal pay equity with respect to severance benefits among similarly situated executives and helps us to 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 and is critical to our efforts to attract and retain talented executives. Such severance benefits are conditioned on the executive signing a release of claims acceptable to us and complying with certain restrictive covenants, which include non-competition, non-solicitation, and non-disparagement requirements designed to protect the economic and commercial interests of the Company. All of our currently employed NEOs are eligible to participate in the Severance and CIC Plan (other than Mr. Bauduin who, as an svp, is not eligible to participate in the Severance and CIC Plan). The table below describes the material features of the Severance and CIC Plan.

  103. EXECUTIVE COMPENSATION AGREEMENTS AND ARRANGEMENTS

    | Severance and CIC Plan | Material Features | | Termination without Cause Outside CIC Period(1)(2) | • Limited cash severance (1.5x sum of base and target bonus, or 2x in the case of the ceo), 50% of which is paid following the release effective date, and 50% of which is paid 18 months after termination • Continued vesting of outstanding equity awards (prorated based on length of service during vesting period), with performance-based awards earned based on actual performance • 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) • A lump sum cash payment equal to 18 months of average COBRA coverage cost • Outplacement service benefits | | Termination without Cause or Resignation for Good Reason During CIC Period(3) | • “Double-trigger” provisions provide for limited cash severance (2x sum of base and target bonus, or 2.99x in the case of the ceo) • A payment equal to 18 months of COBRA premiums • Accelerated vesting of outstanding equity awards (with performance-based awards vesting at target to the extent the performance period has not yet been completed) • Prorated bonus earned based on the greater of target and actual financial performance • Outplacement service benefits |

  104. EXECUTIVE COMPENSATION AGREEMENTS AND ARRANGEMENTS

    (1) Pursuant to Mr. Niccol’s offer letter, 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. Mr. Niccol’s offer letter also provides that if he 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 actual performance during the original performance period. (2) Please see section entitled “cfo Offer Letter” above for a description of certain additional severance benefits for Ms. Smith. (3) 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.

  105. 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.

  106. 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).

  107. RETIREMENT

    RETIREMENT Except with respect to certain promotion and new hire time-based RSUs and performance-based PRSUs that do not provide for retirement vesting, the Company’s equity award agreements provide that if a partner retires, all unvested 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. The RSUs and PRSUs granted in or prior to fiscal year 2025 provide that a partner is retirement-eligible after attainment of age 55 and at least 10 years of credited continuous service with the Company. The RSUs and PRSUs granted in or after fiscal year 2026 provide that a partner is retirement-eligible if the partner has satisfied both (i) at least 4 years of credited continuous service with the Company and (ii) the partner’s age plus years of service with the Company equals or exceeds 65. 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.

  108. 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 | 2025 2024 | $1,599,998 $61,538 | $5,000,000 $5,000,000 | $19,881,585 $90,291,772 | $1,971,000 $30,295 | $2,540,190 $418,071 | $30,992,773 $95,801,676 | | Cathy Smith executive vice president, chief financial officer | 2025 | $462,498 | $2,500,000 | $12,459,305 | $328,697 | $15,523 | $15,766,023 | | Brady Brewer chief executive officer, Starbucks International | 2025 2024 | $775,008 $767,218 | $0 | $9,647,346 $4,814,831 | $424,313 $242,833 | $101,144 $116,245 | $10,947,811 $5,941,127 | | Mike Grams executive vice president, chief operating officer | 2025 | $457,692 | $500,000 | $7,286,612 | $307,442 | $114,878 | $8,666,624 | | Sara Kelly executive vice president, chief partner officer | 2025 2024 2023 | $664,424 $631,827 $537,211 | $0 $0 $0 | $8,255,917 $2,757,442 $1,605,272 | $364,298 $244,292 $616,082 | $123,167 $70,993 $25,447 | $9,407,806 $3,562,568 $2,784,012 | | Rachel Ruggeri former executive vice president, chief financial officer | 2025 2024 2023 | $494,312 $913,335 $882,182 | $0 $0 $0 | $4,366,852 $5,385,429 $4,584,049 | $0 $311,738 $1,267,364 | $1,921,552 $16,506 $16,545 | $6,782,716 $6,627,008 $6,750,140 | | Val Bauduin interim chief financial officer | 2025 | $524,992 | $0 | $1,263,902 | $165,309 | $29,397 | $1,983,600 |

  109. 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. The rabbi trust 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. 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 participants 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 2025. Fiscal year 2025 nonqualified deferred compensation table The following table shows contributions, earnings, withdrawals, and distributions during fiscal year 2025 and the account balances as of September 28, 2025, for our NEOs under the MDCP.

  110. MANAGEMENT DEFERRED COMPENSATION PLAN

    | Name | Executive Contributions ($) | Starbucks Contributions ($) | Aggregate Earnings ($)(1) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at End of Fiscal Year 2025 ($)(2) | | Brian Niccol | 0 | — | 0 | — | 0 | | Cathy Smith | 0 | — | 0 | — | 0 | | Brady Brewer | | — | 28,752 | — | 244,045 | | Mike Grams | 0 | — | 0 | — | 0 | | Sara Kelly | 307,023(3) | — | 419,982 | — | 3,595,618 | | Rachel Ruggeri | 130,595(3) | | 300,725 | | 2,610,024 | | Val Bauduin | 0 | — | 0 | — | 0 |

  111. 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 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 - $0; Ms. Smith - N/A; Mr. Brewer - $0; Mr. Grams - N/A; Ms. Kelly - $809,174; Mr. Bauduin - N/A; and Ms. Ruggeri - $1,814,131. 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. Kelly’s and Ms. Ruggeri’s fiscal year 2025 base salary ($664,424 for Ms. Kelly and $494,312 for Ms. Ruggeri) and eligible annual incentive bonus pay ($364,298 for Ms. Kelly and $323,053 for Ms. Ruggeri) and is reported, as applicable, in the “Salary”, “Non-Equity Incentive Plan Compensation” or “All Other Compensation” columns of the Summary Compensation Table for fiscal year 2025.

  112. MANAGEMENT DEFERRED COMPENSATION PLAN

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  113. MANAGEMENT DEFERRED COMPENSATION PLAN

    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 (other than Mr. Bauduin, who was not eligible to participate in the Severance and CIC Plan as of September 28, 2025, given his position as senior vice president). For additional information regarding the Severance and CIC Plan, 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 involuntary terminations of employment. For additional information regarding this acceleration and continued vesting benefits, please refer to the sections entitled, “2005 Long-term Equity Incentive Plan and Equity Award Agreements” beginning on page 68, and with respect to Mr. Niccol and Ms. Smith, please see descriptions of their respective offer letters on page 67. The following table shows the estimated value that may be realized by each of the NEOs (other than Ms. Ruggeri) in the event of the following events occurring as of September 28, 2025: • Death • Disability • Retirement • Termination without cause (or in the case of our ceo, resignation for good reason) other than in connection with a change in control • Change in control where equity awards are assumed or substituted (but there is no qualifying termination or other vesting event as set forth in the 2005 Long-term Equity Incentive Plan) • Change in control where equity awards are not assumed or substituted (this also includes certain specified change in control 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 For Ms. Ruggeri, the table shows the value realizable by her in connection with the termination of her employment effective March 7, 2025, which was a termination without cause for purposes of the provisions of the Severance and CIC Plan. With respect to PRSUs and time-based RSUs, the table below includes the estimated potential incremental value of additional PRSUs and time-based RSUs that would have vested for our NEOs as of September 28, 2025, 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 26, 2025 ($82.79) (the last trading day prior to our September 28, 2025 fiscal year end). Of the NEOs, no one has satisfied the criteria for “retirement” under the 2005 Long-term Equity Incentive Plan as of September 28, 2025. 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 NEO’s age.

  114. MANAGEMENT DEFERRED COMPENSATION PLAN

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  115. 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 | 12,371,000(1) | — | — | 19,148,000(2) | | | COBRA | — | — | N/A | 45,594(1) | — | — | 45,594(2) | | | Outplacement | — | — | N/A | 25,000(1) | — | — | 25,000(2) | | | PRSUs and RSUs | 80,868,858(3) | 80,868,858(3) | N/A | 68,718,854(4) | — | 80,868,858(5) | 80,868,858(6) | | Cathy Smith | Cash Severance | — | — | N/A | 3,450,572(1) | — | — | 4,762,861(2) | | | COBRA | — | — | N/A | 40,521(1) | — | — | 40,521(2) | | | Outplacement | — | — | N/A | 25,000(1) | — | — | 25,000(2) | | | PRSUs and RSUs | 9,561,748(3) | 9,561,748(3) | N/A | 6,564,224(4) | — | 9,561,748(5) | 9,561,748(6) | | Brady Brewer | Cash Severance | — | — | N/A | 2,749,313(1) | — | — | $3,875,000(2) | | | COBRA | — | — | N/A | 42,599(1) | — | — | 42,599(2) | | | Outplacement | — | — | N/A | 25,000(1) | — | — | 25,000(2) | | | PRSUs and RSUs | 8,360,217(3) | 8,360,217(3) | N/A | 5,501,021(4) | — | 8,360,217(5) | 8,360,217(6) | | Mike Grams | Cash Severance | — | — | N/A | 3,344,942(1) | — | — | 4,611,538(2) | | | COBRA | — | — | N/A | 29,694(1) | — | — | 29,694(2) | | | Outplacement | — | — | N/A | 25,000(1) | — | — | 25,000(2) | | | PRSUs and RSUs | 2,118,596(3) | 2,118,596(3) | N/A | 533,886(4) | — | 2,118,596(5) | 2,118,596(6) | | Sara Kelly | Cash Severance | — | — | N/A | 2,464,298(1) | — | — | 3,465,385(2) | | | COBRA | — | — | N/A | 42,599(1) | — | — | — | | | Outplacement | — | — | N/A | 25,000(1) | — | — | 25,000(2) | | | PRSUs and RSUs | 5,464,140(3) | 5,464,140(3) | N/A | 3,779,335(4) | — | 5,464,140(5) | 5,464,140(6) | | Val Bauduin | Cash Severance | — | — | N/A | 692,596(9) | — | — | 692,596 | | | COBRA | — | — | N/A | 24,435(9) | — | — | 24,435 | | | Outplacement | — | — | N/A | —(9) | — | — | — | | | PRSUs and RSUs | 1,102,349(9) | 1,102,349(9) | N/A | 47,114(9) | — | 1,102,349(9) | 1,102,349(9) | | Rachel Ruggeri | Cash Severance | — | — | N/A | 3,421,008(7) | — | — | — | | | COBRA | — | — | N/A | 29,252(7) | — | — | — | | | Outplacement | — | — | N/A | 25,000(7) | — | — | — | | | PRSUs and RSUs | — | — | N/A | $4,064,989(8) | — | — | — |

  116. 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 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 and Ms. Smith’s replacement PRSUs and time-based RSUs will continue to vest as set forth in their respective offer letters. (4) 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 and Ms. Smith whose replacement equity awards will not be prorated, as set forth in their respective offer letters. 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. (5) The 2005 Long-term Equity Incentive Plan provides that if awards are not assumed or substituted with awards of the surviving company, unvested awards will accelerate and vest immediately upon a change in control (with any performance-based awards vesting at target). (6) 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 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, unvested awards will accelerate vesting upon such qualifying termination (with any performance-based awards vesting at target).

  117. MANAGEMENT DEFERRED COMPENSATION PLAN

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  118. MANAGEMENT DEFERRED COMPENSATION PLAN

    (7) In connection with the termination of her employment in March 2025, Ms. Ruggeri’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) described in footnote (1); and (ii) continued vesting of her fiscal year 2023, fiscal year 2024 and fiscal year 2025 PRSUs and her fiscal year 2022, fiscal year 2023, fiscal year 2024, and fiscal year 2025 time-based RSUs under the Leadership Stock Plan (prorated, in each case, based on length of service during vesting period). (8) Mr. Bauduin, as a senior vice president, is not a participant in the Company’s Executive Severance and CIC Plan. Accordingly, the cash severance amounts, COBRA coverage amounts, and RSUs and PRSU amounts are governed by the Company’s Severance Pay Plan for Senior Vice Presidents. Under this plan Mr. Bauduin is eligible to receive basic severance benefit amounts equal to 39 weeks or base salary plus one week of base salary for each completed year of service, up to a maximum of fifty-two weeks total. As of September 28, 2025, Mr. Bauduin would have been eligible to receive 40 weeks of base salary under the Severance Pay Plan for Senior Vice Presidents. Further, Mr. Bauduin is eligible to receive bonus and equity replacement benefits, pro-rated based on his separation date.

  119. MANAGEMENT DEFERRED COMPENSATION PLAN

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  120. 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 27, 2025) 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 367,000 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 158,000 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 2024 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 27, 2025, 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 2025 annual total compensation for Mr. Niccol was $30,992,773, as reported in the Summary Compensation Table of this proxy statement. The fiscal year 2025 annual total compensation for our median employee, a part-time barista in the U.S., was $17,279. The ratio of our ceo’s annual total compensation to our median employee’s annual total compensation for fiscal year 2025 is 1,794 to 1. 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.

  121. MANAGEMENT DEFERRED COMPENSATION PLAN

    | | | | | | | | | | | | | | Value of Initial Fixed $100 Investment Based On(5): | | | | | Fiscal Year(1) | Summary Compen- sation Table Total for Kevin Johnson | Compen- sation Actually Paid to Kevin Johnson(2)(3) | Summary Compen- sation Table Total for Howard Schultz | Compen- sation Actually Paid to Howard Schultz(2)(3) | Summary Compen- sation Table Total for Laxman Narasimhan | Compen- sation Actually Paid to Laxman Narasimhan (2) (3) | Summary Compen- sation Table Total for Rachel Ruggeri | Compen- sation Actually Paid to Rachel Ruggeri(2)(3) | Summary Compen- sation Table Total for Brian Niccol | Compen- sation Actually Paid to Brian Niccol(2)(3) | Average Summary Compen- sation Table Total for non-PEO NEOs | Average Compen- sation 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) | | 2025 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $— | $30,992,773 | $3,634,603 | $8,903,519 | $5,848,687 | $110.47 | $165.21 | $1,856.4 | $2.150 | | 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 | $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 | $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 | 0 | 0 | $5,901,721 | $7,075,705 | $136.25 | $119.15 | $4,199.3 | $3.002 |

  122. MANAGEMENT DEFERRED COMPENSATION PLAN

    (1) The following table lists the PEO and non-PEO NEOs for each of fiscal years 2025, 2024, 2023, 2022, and 2021.

  123. MANAGEMENT DEFERRED COMPENSATION PLAN

    | Year | PEO | Non-PEO NEOs | | 2025 | Brian Niccol | Cathy Smith, Brady Brewer, Mike Grams, Sara Kelly, Rachel Ruggeri, and Val Bauduin | | 2024 | Brian Niccol, Laxman Narasimhan, and Rachel Ruggeri | Michael Conway, Brady Brewer, and Bradley E. Lerman | | 2023 | Laxman Narasimhan and Howard Schultz | Rachel Ruggeri, Michael Conway, Bradley E. Lerman, and Sara Kelly | | 2022 | Howard Schultz and 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 |

  124. MANAGEMENT DEFERRED COMPENSATION PLAN

    | 80 | STARBUCKS 2026 PROXY | EXECUTIVE COMPENSATION TABLES |

  125. 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:

  126. MANAGEMENT DEFERRED COMPENSATION PLAN

    | | Brian Niccol | | Fiscal Year | 2025 | | Summary Compensation Table Total | $30,992,773 | | - Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year | ($19,881,585) | | + Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | $20,345,999 | | + Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years | ($26,559,887) | | + 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 | ($1,262,696) | | - 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 | $3,634,603 |

  127. 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.

  128. MANAGEMENT DEFERRED COMPENSATION PLAN

    | | Non-PEO NEOs | | Fiscal Year | 2025 | | Summary Compensation Table Total | $8,903,519 | | - Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year | ($7,213,322) | | + Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | $5,680,814 | | + Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years | ($1,100,018) | | + 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 | $19,632 | | - 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 | ($441,938) | | Compensation Actually Paid | $5,848,687 |

  129. MANAGEMENT DEFERRED COMPENSATION PLAN

    (5) In accordance with the Pay Versus Performance Rules, the Company and the Company’s peer group cumulative TSR (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 28, 2025. (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 2025, 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.

  130. MANAGEMENT DEFERRED COMPENSATION PLAN

    | 81 | STARBUCKS 2026 PROXY | EXECUTIVE COMPENSATION TABLES |

  131. 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.

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

    | 82 | STARBUCKS 2026 PROXY | EXECUTIVE COMPENSATION TABLES |

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

    COMPENSATION ACTUALLY PAID, TSR, AND PEER GROUP TSR

  134. COMPENSATION ACTUALLY PAID AND NET INCOME

    COMPENSATION ACTUALLY PAID AND NET INCOME

  135. COMPENSATION ACTUALLY PAID AND ADJUSTED EPS

    COMPENSATION ACTUALLY PAID AND ADJUSTED EPS

  136. COMPENSATION ACTUALLY PAID AND ADJUSTED EPS

    | 83 | STARBUCKS 2026 PROXY | EXECUTIVE COMPENSATION TABLES |

  137. 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 2026. 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 2026 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 as our independent registered public accounting firm requires that the votes cast in favor of ratification exceed the votes cast against ratification.