SEC Form DEF 14A filed by Keurig Dr Pepper Inc.

April 25, 2025

DEAR FELLOW STOCKHOLDERS,

2024 was a strong year for KDP across multiple dimensions. We delivered attractive financial performance in a dynamic operating environment, with net sales and adjusted earnings per share growth in line with our long-term algorithm. We also unveiled a refreshed strategy to guide our next chapter of value creation and made meaningful progress across each of its five strategic pillars:

Our 2024 performance was a testament to the expertise, dedication, and hard work of the approximately 29,000 employees across the Company. KDP is distinguished by our challenger culture, and we are honored to lead such an exceptional and motivated team. We’re also deeply appreciative of you, our stockholders, for your support of KDP and for the trust and confidence you have placed in our leadership team. With our clear and compelling value creation strategy, we are energized by the prospect of delivering strong and consistent shareholder returns for the years to come.

During the past year, we rounded out our journey from a closely-held company at formation in 2019 to the widely-held company we are today. As our ownership structure has evolved over time, we have likewise thoughtfully and deliberately refined our governance policies and Board composition, and this process will continue in 2025 and beyond.   Within our proxy statement, you will find details of key changes, including the addition to the Board of two new independent directors in April 2025: Mike Van de Ven, Executive Advisor and former President and Chief Operating Officer of Southwest Airlines Co., and Lawson Whiting, President and Chief Executive Officer of Brown-Forman Corporation. The Board also plans to form a standalone Nomination and Governance Committee in the next year to increase its focus on corporate governance matters and steward the recruitment of highly qualified independent directors in the future. Following a successful CEO transition to Tim, we also recently announced that Bob’s role has progressed from Executive Chairman to non-employee Chairman of the Board. These are all steps in a purposeful evolution of our Board and governance structure in service of promoting a formidable and complementary range of backgrounds, perspectives, skills and experiences among our directors.   We are pleased to invite you to attend our Annual Meeting of Stockholders, which will take place online on June 18, 2025, at 11:00 a.m., Eastern Time. You may attend, vote, and submit questions during the meeting via the Internet at www.proxydocs.com/KDP. Your vote is very important, regardless of the number of shares you own. Whether or not you plan to attend the virtual annual meeting, we hope you will vote as soon as possible. Thank you for your continued support.   Sincerely,				Robert Gamgort   Executive Chairman     Timothy Cofer   Chief Executive Officer
Robert Gamgort Chairman of the Board		Timothy Cofer Chief Executive Officer

NOTICE OF 2025 ANNUAL MEETING OF STOCKHOLDERS

Notice is hereby given that the virtual annual meeting of stockholders (the “Annual Meeting”) of Keurig Dr Pepper Inc., a Delaware corporation (“KDP”), will be held on June 18, 2025, at 11:00 a.m. ET. You can attend the Annual Meeting online, vote your shares electronically and submit questions online during the meeting by visiting www.proxydocs.com/KDP; you must register to attend the meeting by 5:00 p.m. ET on June 17, 2025 by visiting www.proxydocs.com/KDP and entering the control number provided on your proxy card, voting instruction form or Notice of Internet Availability of Proxy Materials. If your shares are held in the name of a bank, broker or other nominee and you have any questions about your control number, please contact the bank, broker or other nominee that holds your shares. Once registered, you will receive an email with a unique link and instructions on how to attend the meeting one hour prior to the start of the meeting.

Items Of Business:

Stockholders will also transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.

Who May Vote: Stockholders of KDP common stock at the close of business on April 21, 2025.

Distribution Date: A Notice of Internet Availability of Proxy Materials or the Proxy Statement is first being made available to stockholders on or about April 25, 2025.

How You May Vote: (i) VIA THE INTERNET, (ii) BY TELEPHONE, or (iii) BY MAIL.

If your shares are held in the name of a bank, broker or other nominee, follow the instructions you receive from your bank, broker or other nominee on how to vote your shares.

Anthony Shoemaker

Chief Legal Officer & Secretary

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING TO BE HELD ON JUNE 18, 2025:

The Company’s Proxy Statement for the Annual Meeting and the Annual Report on Form 10-K for the year ended December 31, 2024 are available at www.proxydocs.com/KDP.

TABLE OF CONTENTS

 Proxy Summary 

PROXY SUMMARY

This summary highlights certain information in this Proxy Statement. Stockholders are encouraged to read the entire Proxy Statement and 2024 Annual Report carefully before voting.

2025 Annual Meeting Information

Meeting Agenda and Voting Recommendations

Keurig Dr Pepper

Keurig Dr Pepper Inc. (“KDP,” “we,” “us,” “our” or the “Company”) is a leading beverage company in North America, with a portfolio of more than 125 owned, licensed and partner brands and powerful distribution capabilities to provide a beverage for every need, anytime, anywhere. With annual revenue of more than $15 billion, we hold leadership positions in beverage categories including carbonated soft drinks, coffee, tea, water, juice and mixers, and have the #1 single serve coffee brewing system in the U.S. and Canada. Our innovative partnership model builds emerging growth platforms in categories such as premium coffee, energy, sports hydration and ready-to-drink coffee. Our brands include Keurig^®, Dr Pepper^®, Canada Dry^®, Mott’s^®, A&W^®, Peñafiel^®, Snapple^®, 7UP^®, Green Mountain Coffee Roasters^®, GHOST^®, Clamato^®, Core Hydration^® and The Original Donut Shop^®. Driven by a purpose to Drink Well. Do Good., our approximately 29,000 employees aim to enhance the experience of every beverage occasion and to make a positive impact for people, communities and the planet.

 Proxy Summary  

Company Highlights

KDP is a scaled and disruptive challenger in the attractive North American beverages industry.

In a dynamic operating environment in 2024, the Company delivered healthy results, with approximately 4% constant currency net sales growth and 8% Adjusted diluted EPS growth, both consistent with KDP’s long-term growth algorithm.* Our performance demonstrated excellent execution across the organization and was driven by continued momentum in our U.S. Refreshment Beverages and International segments, as well as strong productivity and overhead savings. Looking ahead, we expect to continue setting a high bar for operational excellence while further advancing our value-creation strategy.

During 2024, we completed our leadership succession plan, with Timothy Cofer ascending to the Chief Executive Officer role and joining the Board of Directors in April 2024, and Robert Gamgort continuing to serve as Executive Chairman. Following a successful year during which Mr. Cofer capably guided the Company as the new CEO and Mr. Gamgort partnered closely with the entire executive leadership team to advance KDP’s strategic agenda, on April 24, 2025, Mr. Gamgort transitioned from the role of Executive Chairman to non-employee Chairman of the Board.

Additionally, the Company made a series of executive leadership appointments designed to advance its growth strategy. In January 2025, we elevated Eric Gorli to the role of President, U.S. Refreshment Beverages, Sean Cronican to the role of Chief Customer Officer and Drew Panayiotou to the role of Chief Marketing Officer. Also in January 2025, we appointed Justin Whitmore to the newly created role of President, KDP Energy, with responsibility for KDP’s energy brand portfolio, including the integration of the recently-acquired GHOST brand. Our leadership team is talented, experienced and aligned in its vision for KDP’s next chapter of growth and value creation.

Beginning in 2025, to further improve our ability to recruit and retain top beverage talent and in response to stockholder feedback, we added performance-based equity awards to our compensation program. We expect that this change will further incentivize our leaders to drive towards future growth and will more closely align enterprise focus with stockholder expectations.

Evolution in KDP Ownership and Governance

During the past year, KDP largely completed our journey from a closely-held company at formation to the widely-held company we are today. As we enter KDP’s next chapter, we are continuing to evolve our Board and governance structure, including through the addition of independent directors with valuable skills, as demonstrated by our recent appointments of directors Mike Van de Ven, Executive Advisor and former President and Chief Operating Officer of Southwest Airlines Co., and Lawson Whiting, President and Chief Executive Officer of Brown-Forman Corporation. The Board also plans to form a standalone Nomination and Governance Committee in the next year to increase its focus on corporate governance matters and steward the recruitment of highly qualified independent directors in the future. Going forward, KDP expects to continue to thoughtfully and deliberately refine our governance policies and Board composition.

 Proxy Summary  

2025 Director Nominees

Corporate Governance Highlights

Key Executive Compensation Practices

 Proxy Summary  

KDP Purpose and Impact

KDP is driven by a purpose to Drink Well. Do Good. Our Company embodies great brands, great experiences and great impact. We have 125 iconic brands that consumers love and trust, and our beverages enhance everyday experiences and bring us together with family and friends. Our approximately 29,000 employees aim to enhance the experience of every beverage occasion and to make a positive impact for people, communities and the planet.

KDP Impact is our multi-year environmental and social agenda comprised of strategic initiatives that aim to make a positive impact with every drink. Rooted in action, realized through partnerships, and measured in results, we focus our commitments in the seven key impact areas where we can create meaningful change. These seven key impact areas are as follows:

We are committed to transparency and disclosure about these strategies, programs, progress and governance matters. Our report on KDP’s impact is available on our website at www.keurigdrpepper.com.

 Proposal 1 — Election of Directors 

PROPOSAL 1 – ELECTION OF DIRECTORS

The Board has nominated the nine candidates named in this proposal for election as directors at the Annual Meeting. All nominees are currently serving as KDP directors. Paul Michaels will not stand for re-election and will no longer serve on the Board upon election of the director nominees at the Annual Meeting. The size of the Board will be decreased to nine directors immediately upon election of directors at the Annual Meeting.

Directors are elected annually, and the director nominees standing for election at this Annual Meeting will serve until their term expires at the 2026 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified. Each nominee has agreed to be named in this Proxy Statement and to serve if elected. For each director nominee to be elected, assuming a quorum is present, votes cast “FOR” each nominee must exceed votes cast “AGAINST” such nominee. A failure to vote, a broker non-vote, if any, or an abstention will not be counted as votes cast either “FOR” or “AGAINST” the election of the applicable nominee, and therefore will have no effect on the vote.

Director Nomination Process

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

Members of the RemCo, the Lead Independent Director of the Board (the “Lead Director”), the Chairman of the Board and other members of the Board interview potential director candidates as part of the selection process when evaluating new director candidates. The RemCo reviews the background of all potential nominees and determines whether they individually possess the personal and professional attributes necessary to be a director. Any feedback obtained through the Board’s annual self-evaluation process with respect to the ability of individual directors to contribute to the Board is also considered in connection with the nomination process. The RemCo will consider director recommendations by stockholders and will evaluate nominees recommended by stockholders in largely the same manner as nominees recommended from other sources. In addition, stockholders can submit director nominations pursuant to the procedures set forth in our Amended and Restated Bylaws (the “Bylaws”).

The Company’s Corporate Governance Principles provide that directors are expected to limit the number of other boards on which they serve so as not to interfere with their service as a director of the Company and ordinarily may not serve on the board of more than three other public companies in addition to KDP (or one other public company in the case of a director currently serving as a named executive officer of a public company). Each of our directors is currently in compliance with these expectations, and the RemCo assesses and reviews compliance with these guidelines as part of the annual nomination process. Directors are required to advise the chair of the RemCo in advance of accepting an invitation to serve on another corporate board of directors.

Nominations of Messrs. Van de Ven and Whiting

To increase independent director representation, in early 2025, the Board undertook an extensive search and recruiting process overseen by the RemCo, the Lead Director, the then-Executive Chairman and the Chief Executive Officer. The Board retained an independent search firm to assist in identifying and evaluating possible candidates, and both Mike Van de Ven and Lawson Whiting were initially recommended as candidates by the search firm. In addition to the directors leading the search, other members of the Board also interviewed Messrs. Van de Ven and Whiting during the evaluation process. The RemCo and the Board considered the feedback obtained through the Board’s 2024 self-evaluation process and determined that Messrs. Van de Ven and Whiting possessed skills and attributes that the Board had identified as important for its newest directors during that self-evaluation process. Upon the recommendation of the RemCo, the Board approved the appointments of Messrs. Van de Ven and Whiting to the Board effective April 24, 2025.

Board Composition and Qualifications

The Board is committed to the ongoing review of Board composition and regularly discusses the skills and characteristics required of KDP directors in the context of the current makeup of the Board, the operating requirements of the Company and the long-term interests of stockholders. The RemCo also reviews the collective experience of the Board and makes recommendations to the Board regarding the appropriate mix of skill sets, qualifications and attributes of the Board as a whole.

 Proposal 1 — Election of Directors 

The Board seeks candidates with diverse personal backgrounds, perspectives and experiences and who are committed to active participation, sharing fresh perspectives and providing constructive feedback to management. Our Board prioritizes candidates with proven executive leadership capabilities; consumer product industry expertise; strategic planning experience; financial and accounting skills; and corporate governance, regulatory and risk management experience. The Board may also consider such factors as diversity in viewpoint, professional experience, education, relevant market experience, skills and other individual qualifications, and assesses its effectiveness in this regard as part of the annual evaluation process.

The following matrix and charts highlight the primary skills, attributes and experience of our director nominees, and the absence of a designation does not mean a director nominee does not possess that particular skill or qualification. Each director nominee also contributes other important skills, knowledge, experience, viewpoints, and perspectives to our Board that are not reflected in the matrix and charts below.

Director Skills Matrix

Skills and Experience

Executive Leadership

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Consumer Products

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Strategic and M&A

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Finance & Accounting

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Sustainability/Corporate Responsibility

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Brand Marketing

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Digital, Innovation & Technology

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Public Company Board Experience

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Director Independence

The majority of the members of the Board are independent under Nasdaq’s listing standards. In order to determine that a director is independent under Nasdaq’s listing rules, the Board must affirmatively determine, after reviewing all relevant information, that a director does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. Based on these standards, the Board has determined that the following directors are independent: Oray Boston, Juliette Hickman, Paul Michaels, Pamela Patsley, Debra Sandler, Robert Singer, Mike Van de Ven and Lawson Whiting.

In making its independence determinations, the Board considered transactions occurring since the beginning of fiscal 2022 between KDP and entities associated with the independent directors or their immediate family members. Specifically, the Board considered that Brown-Forman Corporation, where Mr. Whiting is employed, does business in the ordinary course with KDP. The amount received by KDP or Brown-Forman Corporation in each of the last three fiscal years did not exceed 1% of either KDP’s or Brown-Forman Corporation’s consolidated gross revenues.

Timothy Cofer and Robert Gamgort do not qualify as independent due to their positions as our CEO and former Executive Chairman, respectively. Due to their roles with JAB, a large stockholder, our former directors Joachim Creus, Frank Engelen, Olivier Goudet Peter Harf and Lubomira Rochet were not determined to be independent during the time when they served on the Board.

 Proposal 1 — Election of Directors 

The Board also previously determined that Larry Young, a former director, was independent during the period he served as director; in making this determination, the Board considered that Mr. Young had not been employed by the Company in any capacity since his service as the CEO of Dr Pepper Snapple Group, Inc. (“DPS”) ended at the time of the 2018 merger between DPS and Keurig Green Mountain, Inc. (the “DPS Merger”) and that Mr. Young did not have any relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

Director Nominees

 Proposal 1 — Election of Directors 

 Proposal 1 — Election of Directors 

 Proposal 1 — Election of Directors 

 Proposal 1 — Election of Directors 

 Proposal 1 — Election of Directors 

 Corporate Governance Practices 

CORPORATE GOVERNANCE PRACTICES

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

Board Leadership Structure

The Board is responsible for broad corporate policy and overall performance of the Company through oversight of management and stewardship of the Company. Among other duties, the Board selects and advises the Company’s officers, assigns to them responsibility for management of the Company’s business, and monitors their performance.

The Board recognizes that its leadership structure – particularly the combination or separation of the CEO and Chairman roles – is driven by the needs of the Company, and that different leadership structures are appropriate for different circumstances. As a result, the Company does not have a policy requiring either the combination or separation of leadership roles. Instead, the Board periodically evaluates its leadership structure and maintains flexibility to determine which arrangement is best suited for the conditions facing the Company at that time.

Chairman of the Board

Effective April 26, 2024, Mr. Gamgort transitioned his CEO duties to Mr. Cofer and began serving exclusively as the Company’s Executive Chairman. Mr. Gamgort had served as both Chairman of the Board and CEO since 2019, other than a brief period of service as solely Executive Chairman in 2022. By serving in both positions, Mr. Gamgort was able to draw on his extensive experience leading both public and private companies to focus the Board’s discussions and guide review of the Company’s strategy, resulting in efficient decision-making and effective governance for the Company. With Mr. Cofer assuming the role of CEO, the separation of the CEO and Executive Chairman roles permitted Mr. Cofer to focus on managing and operating the Company, while Mr. Gamgort directed his attention to certain strategic issues determined by the Board.

In his role as Executive Chairman, Mr. Gamgort held responsibilities in the following areas:

Effective April 24, 2025, the Board approved Mr. Gamgort’s transition from Executive Chairman to non-employee Chairman of the Board. In his role as Chairman of the Board, Mr. Gamgort will hold responsibilities in the following areas:

 Corporate Governance Practices 

Lead Independent Director

In 2021, the Board created a Lead Director position to bring additional knowledge, oversight and accountability to the Company’s leadership structure. The Company’s Corporate Governance Principles provide for an independent and active Lead Director who is designated by the independent directors with clearly defined leadership authority and responsibilities. As set forth in the Corporate Governance Principles, the Lead Director’s responsibilities include:

Paul Michaels served as Lead Director until December 2024. The independent directors had appointed Mr. Michaels to serve as Lead Director due to his more than 30 years of consumer products industry experience, including at major companies such as Mars, Johnson & Johnson, and Procter & Gamble. He has a track record of industry accomplishments and executive leadership, and he is deeply engaged in the Company’s vision of a beverage for every need, anytime, anywhere.

Effective December 2024, Ms. Patsley was appointed to the Lead Director role with the responsibilities summarized above. The independent directors believe that Ms. Patsley is well suited to serve as Lead Director in light of her extensive experience on public company boards and in management, including her leadership as a public company CEO and Executive Chairman. Ms. Patsley also has a deep understanding of corporate governance practices and of KDP’s business due to her 17 years of service on KDP’s Board. As a result of this, she is well positioned to carry out the responsibilities of the Lead Director and provide constructive, independent and informed guidance and oversight to management.

Board Meetings

Our Board met 10 times during 2024. Each current director attended at least 75% of the total number of meetings of the Board and committees on which such director served that were held during 2024 while the director was a member, with the exception of Mr. Michaels due to health reasons. Directors are also expected to attend annual meetings of stockholders, and eleven of our twelve directors who were on the Board at the time attended the 2024 Annual Meeting of Stockholders.

In addition to Board and committee meetings, our directors also discharge their duties through, among other things, less formal group communications, including discussions, briefings and educational sessions with members of senior management and others as appropriate regarding relevant matters.

Committees

The Board’s standing committees, their membership and the number of meetings held in 2024 are set forth below. The Board currently has two standing committees: the Remuneration and Nomination Committee and the Audit and Finance Committee (the “Audit Committee”). The Board also intends to form a standalone Nomination and Governance Committee as a third standing committee in the coming year. At that time, the Remuneration and Nomination Committee will transition to focus on executive and Board compensation, talent, human resources and related matters, with the new Nomination and Governance Committee assuming responsibility for corporate governance, Board recruitment and related matters. Charters for each of our standing committees are available at our corporate governance webpage at www.keurigdrpepper.com.

 Corporate Governance Practices 

The Board’s Oversight Responsibilities

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

Board Oversight of Risk

The Board views the oversight of the Company’s strategy and operations as one of its key responsibilities and understands that risk is inherent in accomplishing the Company’s objectives. Oversight of the Company’s risk management is therefore an important function of the Board. The Board and management consider factors such as a risk’s likelihood, potential impact and time horizon. To evaluate risk and administer its oversight function, the Board relies on the breadth and depth of experience of its directors, delegating responsibility to its standing committees as appropriate. To the extent necessary, the Board also discusses risks during its executive sessions. Management plays a key role in risk management and regularly provides updates to the Board. The Board is also informed on the recommendations of external advisors, including law firms, financial firms, auditors, compensation consultants and other experts.

 Corporate Governance Practices 

The Board of Directors

The Board as a whole primarily oversees matters related to strategic and operational risk. The Board’s standing committees report to the full Board regarding their respective considerations and actions. The Board’s role in the Company’s risk oversight process includes reviewing and discussing with members of management areas of material risk to the Company, including strategic, operational, financial and legal risks.

The Audit and Finance Committee

The Audit Committee oversees matters of financial, legal and compliance risk. In administering this oversight, the Audit Committee regularly receives reports from the Controller, Treasurer, General Counsel, head of Internal Audit and others, and it meets directly with the Company’s independent auditors. The Audit Committee has been delegated responsibility for oversight of data privacy and cybersecurity risk and receives regular updates from the Company’s Chief Information Officer and its Chief Information Security Officer.

The Remuneration and Nomination Committee

The RemCo addresses risks related to compensation and other talent-related matters, as well as risks associated with Board independence and governance. It receives regular reports from the Chief Human Resources Officer and its independent compensation consultant, Frederic W. Cook & Co. (“FW Cook”).

Management

Management plays a central role in the Company’s risk management and regularly provides updates to the Board on a variety of relevant matters, including strategy and operations, cybersecurity, data privacy, sustainability, human capital management, supply chain, legal matters and other key topics. The Company’s processes, disclosure controls and procedures and internal controls are designed to facilitate the identification and management of risks and to cause key risks to be escalated to the Board. In some cases, management implements its risk management function through internal committees. The Company’s full Disclosure Review Committee meets at least quarterly and is comprised of several members of senior management, including our Controller, General Counsel, the financial heads for our business units, the heads of Internal Audit and Financial Planning & Analysis and others. The Disclosure Review Committee discusses key issues within the Company that may implicate public reporting, which are elevated to the Board as appropriate. Similarly, the Company’s Sustainability Governance Committee, which is comprised of select Executive Leadership Team members and other key leaders, monitors and responds to sustainability- and governance-related risk and periodically reports to the Board through the Chief Corporate Affairs Officer.

 Corporate Governance Practices 

Stockholder Outreach and Communications with the Board

As part of our effort to better understand our stockholders’ perspectives, we regularly engage with our stockholders, seeking their input and views on various matters. We discuss a variety of topics with our stockholders, including the Company’s business strategy, financial performance, executive compensation and corporate responsibility matters. The Board values our stockholders’ perspectives, and the feedback we receive continues to inform our policies and practices.

Any interested party may communicate with the Board, the Chairman of the Board, the Lead Director or the independent directors on a Board-related issue by sending an email to [email protected] or [email protected] or sending a written communication to: Corporate Secretary, Keurig Dr Pepper Inc., 6425 Hall of Fame Lane, Frisco, TX 75034. Communications related to the responsibilities of the Board will be distributed to the Board, or to any individual director or directors as appropriate, depending on the facts and circumstances outlined in the communication.

Director Compensation

Our non-employee director compensation program is guided by three goals: compensation should fairly pay directors for work required in a company of our size and scope; compensation should align directors’ interests with the long-term interests of stockholders; and the structure of the compensation should be easy for stockholders to understand. The Board believes that a director’s total compensation should include a significant equity component because it believes that this closely aligns the long-term interests of directors with those of stockholders and provides a continuing incentive for directors to foster the Company’s success. In furtherance of these goals, our non-employee directors are bound by an equity ownership requirement of at least five times the annual cash board retainer.

Directors’ compensation is determined by the Board, and the RemCo makes recommendations to the Board based on periodic benchmarking assessments and advice received from FW Cook, its independent compensation consultant. Following the assessment conducted in 2023, the Board approved an increase of $10,000 to the annual equity award granted to all directors and an increase of $5,000 to the annual cash board retainer, effective beginning in fiscal 2024, in each case to maintain alignment with market practices for a company of our size and scope. In addition, effective April 24, 2025, Mr. Gamgort transitioned to the role of non-employee Chairman of the Board. The Board has determined that Mr. Gamgort will receive an annual cash retainer of $200,000 and an annual equity award of $300,000 in his capacity as Chairman of the Board in lieu of the annual cash board retainer and annual equity award.

Summary of 2024 Director Compensation Elements

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

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

 Corporate Governance Practices 

Non-Employee Director Compensation for Fiscal 2024

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

 Executive Officers 

EXECUTIVE OFFICERS

Our executive officers are as follows:

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

 Executive Officers 

 Executive Officers 

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

PROPOSAL 2 – ADVISORY RESOLUTION TO APPROVE KDP’S EXECUTIVE COMPENSATION

As required by Section 14A of the Exchange Act, the Company is asking stockholders to approve an advisory resolution to approve the Company’s executive compensation as reported in this Proxy Statement. As described in the Compensation Discussion and Analysis section of this Proxy Statement, the Company’s executive compensation programs are designed to attract and retain talent through the alignment of pay and financial interests of our executives with stockholder value creation. We will continue to design and implement our compensation programs and policies in line with this philosophy to promote superior performance results and generate greater value for our stockholders.

In accordance with the Exchange Act, and as a matter of good corporate governance, the Company is asking stockholders to approve the following non-binding advisory resolution at the 2025 Annual Meeting:

“RESOLVED, that the stockholders of Keurig Dr Pepper Inc. (the “Company”) approve, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the Compensation Discussion and Analysis, compensation tables and the related narrative discussion in the Proxy Statement for the Company’s 2025 Annual Meeting of Stockholders.”

Because your vote on this proposal is advisory, it will not be binding on the Board. However, the RemCo and the Board will consider the outcome of the vote when making future compensation decisions. The Board currently holds this “say on pay” advisory vote on an annual basis and expects the next such vote after the 2025 Annual Meeting will be held at the Company’s 2026 Annual Meeting of Stockholders.

 Compensation Discussion and Analysis 

COMPENSATION DISCUSSION AND ANALYSIS

The Compensation Discussion and Analysis that follows describes our executive compensation philosophy and programs, as well as the RemCo’s compensation-setting process and the 2024 compensation of our named executive officers (“NEOs”).

Our NEOs for fiscal 2024 are:

Mr. Gamgort served as the Chief Executive Officer of the Company through April 26, 2024, at which time he transitioned to the role of Executive Chairman and Mr. Cofer was promoted from Chief Operating Officer to Chief Executive Officer. Effective April 24, 2025, the Board approved Mr. Gamgort’s transition from Executive Chairman to non-employee Chairman of the Board. Mr. Whitmore served as the Company’s Chief Strategy Officer until January 13, 2025, when he was appointed to the role of President, KDP Energy. Mr. Archambault served as the Company’s President, U.S. Refreshment Beverages until January 13, 2025 and departed the Company on January 31, 2025.

Table of Contents

Overview

2024 Performance Highlights

During 2024, KDP achieved the following financial and operational highlights:

In 2024, we believe we delivered strong results in a challenging environment while simultaneously positioning the business well for long-term performance. We gained market share in our iconic brands, Dr Pepper, Canada Dry and Mott’s, and we expanded our presence in sports drinks, ready-to-drink coffee and energy drinks. Our manufacturing and distribution footprint strengthened and grew across multiple geographies, and we successfully delivered our targeted productivity savings. Beyond our financial achievements, we continued to enhance our positive impact on a variety of stakeholders through KDP Impact, our multi-year environmental and social agenda comprised of strategic initiatives that aim to make a positive impact with every drink. These achievements were the direct outcome of the talent, dedication and hard work of our 29,000 employees across KDP.

Our Compensation Philosophy & Practices

KDP is driven by top beverage talent with a challenger mindset, anchored in our values of Team First, Deliver Big, Think Bold and Be Fearless and Fair. KDP’s team is a key driver of its success, and the Company’s compensation philosophy for senior leaders is designed to spur their performance. KDP’s Board has long required senior executives to acquire and hold a significant amount of Company shares over long time horizons, including through the Elite Investment Program. These compensation practices distinguish KDP from most of its peers, and the Board believes they are a key component of the Company’s success. KDP’s Board seeks senior executives who are more than managers and truly act as co-owners of the enterprise alongside its stockholders.

 Compensation Discussion and Analysis 

The primary objectives of our executive compensation program are to:

Elements of KDP’s Compensation Program

NEO compensation consists of base salary, annual cash incentive awards under our Short-Term Incentive Plan (“STIP”), annual equity awards under our Long-Term Incentive Plan (“LTIP”), and our unique Elite Investment Program.

Competitive Pay Tied Closely to Long-Term Performance

To retain the right talent to lead with a challenger mindset, and to align the interests of our NEOs with our stockholders, a significant portion of executive compensation is tied to Company performance in the form of annual cash incentives and equity awards as well as required participation in our Elite Investment Program. The Elite Investment Program provides an opportunity for executives to realize substantial value when they invest their own funds alongside our stockholders and incentivizes commitment to the long-term performance of the Company.

We benchmark our compensation against a peer group of companies with which we compete for key talent and investment and business opportunities (the “Compensation Peer Group”), as described more fully below. The RemCo generally reviews and targets the 50th percentile market pay level when assessing target annual cash compensation, the 75th percentile when assessing equity compensation, and between the 50th and 75th percentile when assessing total target compensation. In determining target compensation levels, in addition to market data, the RemCo may consider factors such as individual experience, skill set, personal performance, retention risk, internal parity, time in the role, job scope and recruitment landscape. We also provide certain limited benefits and perquisites that are in line with market practice and typically represent a non-material aspect of compensation for our NEOs.

In February 2025, to more closely align executive compensation with Company performance, the Board approved the addition of PSUs to our long-term incentive compensation program. See “2025 Program Changes: Introduction of Annual PSU Awards” below for more information.

 Compensation Discussion and Analysis 

Role of Compensation Consultant

The RemCo has engaged FW Cook to provide information regarding the Compensation Peer Group and compensation benchmarking data for NEOs and other executive-level positions, as well as information about market practices for incentive compensation, plan governance and executive compensation-related regulatory developments. Each year, the RemCo assesses the independence of the compensation consultant, and for 2024, the RemCo concluded that FW Cook is independent, and no conflict of interest exists with regard to FW Cook’s engagement.

FW Cook reports directly to the RemCo. While members of senior management consult with FW Cook, all decisions with respect to the amount and form of NEO compensation under our executive compensation programs are made solely by the RemCo and the Board, and may reflect factors and considerations other than the information provided by FW Cook.

Role of Stockholders

As part of its annual processes, the RemCo considers the results of the stockholder advisory vote on our executive compensation from prior years. Our stockholders continue to express support for our executive compensation programs to date, with approximately 85% of votes cast in 2024 supporting the advisory vote, 82% supporting in 2023 and 94% supporting in 2022. In February 2025, the Board approved the addition of PSU awards to our LTIP, which certain stockholders had expressed would be desirable, given both closer alignment between executive compensation and Company performance and consistency with market practice. The RemCo values feedback from our stockholders and will continue to consider such feedback as we design and implement our compensation programs and policies in line with our philosophy to promote superior performance results and generate greater value for our stockholders.

Peer Group, Market Data and Benchmarking

In establishing compensation for our NEOs, the RemCo considers the compensation practices of the Compensation Peer Group and the pay levels for similar roles among the Compensation Peer Group companies. The RemCo considers a total compensation range between the 50th and 75th percentile as reasonable for this purpose given the aggressive KDP business plan goals under the STIP and the high levels of “at-risk” pay for all KDP senior executives.

The RemCo periodically reviews the make-up of the Compensation Peer Group with input from FW Cook. The Compensation Peer Group includes companies that compete directly with us for executive talent and compete with us in the marketplace for business and investment opportunities.

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

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

 Compensation Discussion and Analysis 

2024 Compensation Decisions

The specific compensation elements and decisions applicable to our NEOs’ 2024 compensation are described in detail below.

Base Salary

Base salaries provide executives with a secure, fixed base of cash compensation in recognition of role, individual responsibilities, experience and job performance. Salary levels are reviewed annually by the RemCo, and any salary increases are approved after a comparative analysis of base salaries for similar positions among the Compensation Peer Group. When determining base salaries and salary increases, the RemCo considers external market conditions and total direct compensation targets, as well as factors such as individual experience, skill set, personal performance, retention risk, internal parity, time in the role, job scope and recruitment landscape. Each NEO’s annual base salary as of December 31, 2024 follows:

In February 2025, in recognition of Mr. Cofer’s strong performance as Chief Executive Officer, and to more closely align his compensation with the median of the Compensation Peer Group, the RemCo approved an increase in Mr. Cofer’s base salary to $1,350,000. Mr. Priyadarshi’s base salary was also increased to $1,000,000 in February 2025 in light of his strong performance, his role as a key enterprise leader and the expansion of his role to include oversight of the Company’s Mergers and Acquisitions function.

Short-Term Incentive Plan

The STIP is a key component of KDP’s annual compensation program and is designed to link performance-based, at-risk annual cash incentives to the achievement of predetermined financial performance goals that correspond directly with the Company’s annual operating plan and external earnings guidance. The RemCo believes that aligning bonus payouts directly with these key quantifiable performance targets encourages and rewards the achievement of financial metrics designed to contribute to the Company’s long-term success.

STIP Structure

For our 2024 STIP, to align incentives to achieve results for the overall enterprise, we maintained a single set of enterprise performance goals for our NEOs. The RemCo determined that the STIP award for our full executive leadership team, including all NEOs, should be based 100% on enterprise performance given their role leading the Company.

The STIP has a single payout scale with a minimum payout of 0% and a maximum payout of 200% of the target STIP award for all bonus-eligible employees, in line with our pay-for-performance philosophy. Target STIP awards for each NEO are set as a percentage of that NEO’s base salary. For 2024, each NEO’s target was set at 80% of base salary, with the exceptions of Mr. Cofer, whose target was 125% while he served as Chief Operating Officer and 150% while he served as Chief Executive Officer, and Mr. Gamgort, whose target was 150% while he served as Chief Executive Officer and 100% while he served as Executive Chairman. The STIP payout is based on the Company’s achievement on three categories of quantifiable metrics that are aligned with our annual business plan:

 Compensation Discussion and Analysis 

The three performance metrics are designed to be quantifiable and visible by employees throughout the year to enable employees to track performance. They also encourage focus on achieving the Company’s annual operating plan.

In the first quarter of 2024, the RemCo established performance targets for each metric at the levels reflected in the table below, with the target level for each metric set to correspond with the Company’s annual operating plan approved by the Board. When the RemCo determines the actual performance and payouts, it considers the qualitative and quantitative circumstances behind the outcomes. From time to time the RemCo may exclude certain items from results to ensure that the calculated payout appropriately reflects the compensatory purpose of the STIP award and does not provide windfalls or penalties for factors beyond executives’ control. To determine the total payout multiplier for the STIP, the calculated payout percentage for each of the three metrics is multiplied by the weight for each respective metric and then added together.

The table below reflects the targets and results of the STIP for 2024 for the executive leadership team, including all NEOs, as determined by the RemCo in early 2025.

2024 STIP Payouts

2024 STIP awards were calculated and paid in the first quarter of 2025 upon certification by the RemCo of the achievement levels discussed above. The table below shows target payout levels and actual STIP awards earned by each NEO for 2024.

Long-Term Incentive Compensation

Long-term stock ownership of the executive team is the cornerstone of KDP’s compensation philosophy. The Board encourages long-term ownership through (i) annual grants of RSUs under our LTIP, (ii) an obligatory and substantial personal investment in KDP shares under our Elite Investment Program and (iii) a stock holding requirement. In February 2025, to more closely align executive compensation with Company performance, the Board approved the addition of PSUs to our long-term incentive compensation program. Our equity compensation programs encourage retention of and long-term focus by our NEOs by giving them a direct ownership stake in our future growth and financial success.

Annual RSU Awards

We closely align the interests of our NEOs with those of our stockholders through a compensation program that pays a significant portion of total compensation in the form of at-risk equity. The compensation program for our NEOs features long-term equity-based compensation under the LTIP generally awarded in the form of RSUs and, beginning in 2025, PSUs.

 Compensation Discussion and Analysis 

The structure of KDP’s annual equity awards focuses our executives on increasing stockholder value over a sustained period. Annual awards under the LTIP and Matching RSUs under our Elite Investment Program have generally been subject to five-year vesting periods tied to continued employment with the Company and other vesting conditions.

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

In determining the number of RSUs subject to an award, the Company divides the dollar amount approved by the RemCo by the closing price per share of KDP common stock on the date of grant for the award. The table below reflects the values of the annual LTIP awards to NEOs in 2024, as approved by the RemCo.

Elite Investment Program

In addition to annual equity awards, to reinforce significant long-term stock ownership by our NEOs, all Senior Vice Presidents and above (including all NEOs) at the Company are required to participate in our Elite Investment Program (“Elite”) at the time of initial hiring or promotion. This program distinguishes KDP from most of its peers and ensures senior executives have a meaningful, long-term investment at stake in the Company’s performance. Under Elite, the executive makes a substantial personal commitment to a specific level of investment in KDP common stock (the “Commitment Amount”) (within a minimum and maximum range set by the Company) according to their job level and business scope.

For each share of KDP common stock purchased (each, an “Elite Share”) up to the Commitment Amount, the executive receives one Matching RSU that vests on the fifth anniversary of grant, subject to the executive’s continued employment with the Company and continued ownership of the full Commitment Amount. Each executive generally has approximately a one-year period (the “Investment Period”) to purchase Elite Shares to meet his or her Commitment Amount.

To receive the benefit of the Matching RSUs, an executive participating in Elite must acquire enough shares to meet at least the minimum Commitment Amount in the Investment Period and then continue to hold them for the remainder of the five-year vesting period. All Matching RSUs will be immediately forfeited if the executive fails to meet or maintain the minimum Commitment Amount or if the executive’s service with the Company is terminated before the vesting date except in the event of death, disability, change in control or retirement at age 60 with at least five years of service, or with respect to Matching RSUs granted in 2023 or later, certain involuntary terminations.

When benchmarking the annual value of long-term incentive awards as part of our executives’ compensation, the RemCo has historically taken into account twenty percent (20%) of the grant value of any outstanding Matching RSUs awarded to an executive under Elite in light of the fact that such awards vest after a five-year period of service. In February 2025, the RemCo determined that it would no longer take Elite awards into account in benchmarking executive compensation. This change is intended to promote a consistent approach in evaluating total direct compensation both internally, since executives elect different Commitment Amounts, and as against the Compensation Peer Group, because when Elite awards are considered in total direct compensation, KDP executives’ total direct compensation decreases significantly after their Elite awards vest.

 Compensation Discussion and Analysis 

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

Mr. Archambault had previously fulfilled his initial Commitment Amount for his investment in Elite. In November 2022, the RemCo offered him an opportunity to make an additional Elite investment in connection with his promotion and approved a grant of $2,000,000 of Matching RSUs to Mr. Archambault. The terms of the award required Mr. Archambault to satisfy the additional Commitment Amount by no later than the final vesting date of the award and retain at least 50% of after-tax shares upon any equity vesting during the vesting term of his Matching RSUs. Mr. Archambault forfeited these Matching RSUs upon his departure from the Company.

2025 Program Changes: Introduction of Annual PSU Awards

In February 2025, the Board approved the addition of PSUs to our annual long-term incentive compensation program after a thoughtful process undertaken by the RemCo with advice from FW Cook. The change was driven by a desire to remain market competitive to attract and retain top beverage talent and to motivate behaviors aligned with enterprise performance, as well as stockholder feedback requesting the addition of performance-based equity awards. In designing the PSU program, the RemCo considered and reviewed market practices for incentive compensation, which were then tailored to the unique strategic goals of KDP.

From 0% to 200% of an employee’s target PSUs are eligible to vest based on the Company’s achievement of two performance metrics that are aligned with the Company’s long-term strategy: Net Sales growth and Adjusted Diluted EPS growth. Each metric is measured over a three-year performance period on a constant currency basis, and performance against each metric is calculated as the average of the growth in such metric over each of the three fiscal years in the period. Target performance for each metric aligns with KDP’s long-term algorithm of mid-single-digit Net Sales growth and high-single-digit Adjusted Diluted EPS growth.

The 2025 annual LTIP awards for Company Vice Presidents and above, including Messrs. Cofer, Gamgort, Priyadarshi, Johnson and Whitmore, were comprised of 25% PSUs and 75% RSUs.

The RemCo believes that the PSU program will reward leaders for achieving long-term financial success and exceeding growth and performance expectations. The Company expects that the addition of PSUs to our compensation program will further incentivize leaders to drive future growth and will more closely align enterprise focus with stockholder expectations.

Equity Grant Timing

KDP does not currently grant stock options or stock appreciation rights. We typically grant LTIP awards on two days each year—one grant date in March and one grant date in September. Annual LTIP awards are made in March, and in September we issue “half grants” to those executives who join the Company or, in some cases, are promoted, after the March grant date but before the September grant date. We may change these equity grant practices in the future.

Stock Ownership Requirement

To further align the interests of our NEOs with those of our stockholders, the RemCo has established stock ownership requirements for all Vice Presidents and above (for purposes of this section, “executives”), including all NEOs at the Company. The stock ownership requirement is separate and apart from the Elite Investment Program, but the minimum stock ownership requirement for each executive generally matches that executive’s minimum level of investment in Elite. The table below shows the minimum stock ownership requirement as an estimated multiple of base salary.

 Compensation Discussion and Analysis 

The Company expects that NEOs will meet their minimum stock ownership requirements within one year of their first grant of Matching RSUs under Elite or, for recently promoted executives, one year from the date of their most recent Elite investment. Shares that an executive beneficially owns count toward the executive’s minimum stock ownership requirement, but unvested equity awards are excluded. Until the stock ownership requirement is met, executives must retain 50% of after-tax shares upon any equity vesting. If an executive does not meet the stock ownership requirement within the allotted time period, his or her future LTIP awards may be forfeited, subject to the RemCo’s discretion. Messrs. Cofer, Gamgort, Priyadarshi, Johnson and Whitmore have fulfilled their respective stock ownership requirements.

Letter Agreement with Mr. Gamgort

In April 2022, in connection with Mr. Gamgort’s first transition to the role of Executive Chairman, the Company entered into a letter agreement with Mr. Gamgort. The letter agreement required Mr. Gamgort to continue to hold, and not sell, at least 50% of the number of shares of the Company’s common stock that he held as of April 5, 2022 through July 26, 2024. In addition, consistent with Mr. Gamgort’s previous employment agreement, dated July 2, 2018, the letter agreement provides that Mr. Gamgort’s previously granted equity awards will be subject to pro-rata vesting (1) upon his retirement on or after attaining age 60 or (2) upon any termination of service by Mr. Gamgort or by the Company without cause. Mr. Gamgort’s outstanding equity awards continue to vest based on his service as non-employee Chairman of the Board in accordance with their terms.

CEO Succession

In accordance with KDP’s succession plan announced in September 2023, and as discussed more fully in last year’s proxy statement, Mr. Cofer succeeded Mr. Gamgort as Chief Executive Officer of the Company on April 26, 2024, and Mr. Gamgort transitioned to the role of Executive Chairman on the same day. Effective April 24, 2025, the Board approved Mr. Gamgort’s further transition from Executive Chairman to non-employee Chairman of the Board.

Letter Agreement with Mr. Cofer

The Company entered into a letter agreement with Mr. Cofer on September 18, 2023, which established Mr. Cofer’s compensation as Chief Operating Officer and his initial compensation as Chief Executive Officer. The letter agreement provided that upon Mr. Cofer’s promotion to Chief Executive Officer, his annual base salary would be $1,250,000, with a STIP target at 150% of his base salary, and his annual award target value under the LTIP would be $4,000,000. The letter agreement further provided that Mr. Cofer and his family would be expected to relocate to the Company’s Frisco, Texas headquarters by the summer of 2024. The Company agreed to provide relocation assistance in connection with such move, subject to repayment in full in the event of Mr. Cofer’s termination for cause or voluntary resignation within one year of his start date and 50% repayment in the event of such a termination between the first and second anniversaries of his start date. Pending his permanent relocation, the Company agreed to provide Mr. Cofer with temporary living, preliminary relocation and certain commuting expenses. Such benefits are included in the “All Other Compensation” column of the Summary Compensation Table below.

Other Matters

General Benefits and Perquisites

Our NEOs participate in the same benefit plans generally available to our employees. These benefit plans include health, dental and vision insurance, life insurance and disability coverage. NEOs receive the same coverage as the rest of our employees.

While we may provide NEOs with reasonable perquisites on an individual basis, including relocation and expatriate assignment benefits, such perquisites generally do not make up a significant part of any NEO’s total compensation. All perquisites with an aggregate value of at least $10,000 received by an NEO are detailed in the footnotes to the Summary Compensation Table.

Retirement and Pension Benefits

NEOs are eligible to participate in the Company’s qualified 401(k) plan, which includes a company match of 100% on the first 6% of employee contributions within certain statutory limitations under the Internal Revenue Code of 1986, as amended (the “Code”). All of our NEOs participated in the 401(k) program in 2024. Our NEOs are also eligible to participate in the Company’s Supplemental Savings Plan, under which they may defer base salary and STIP award amounts in excess of Internal Revenue Code limits applicable to the 401(k) Plan. Messrs. Cofer and Priyadarshi were the only NEOs who participated in the Supplemental Savings Plan in 2024. We do not maintain or make contributions to any defined benefit plan plans for any of our NEOs.

 Compensation Discussion and Analysis 

Potential Payments upon Termination of Employment

Our compensation plans provide for certain payments and incremental benefits if an NEO’s employment is terminated under certain limited circumstances. There are no tax gross-ups provided in connection with these payments or incremental benefits. These payments and benefits are discussed under “Post-Termination Compensation” beginning on page 40.

Change in Control

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

 Report of the Remuneration and Nomination Committee 

REPORT OF THE REMUNERATION AND NOMINATION COMMITTEE

In fulfilling its responsibilities, the Remuneration and Nomination Committee reviewed and discussed with management the Compensation Discussion and Analysis set forth in this Proxy Statement.

In reliance on the review and discussions referred to above, the Remuneration and Nomination Committee recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement and the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 (through incorporation by reference to this Proxy Statement).

 Executive Compensation Tables 

EXECUTIVE COMPENSATION TABLES

The executive compensation disclosure contained in this section reflects compensation information for our 2024 NEOs.

Summary Compensation Table

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