SEC Form DEF 14A filed by Krispy Kreme Inc.

April 28, 2025

Dear Stockholders,

Reflecting on 2024, I am pleased with our progress in achieving critical strategic milestones during our transformation to become a better and bigger Krispy Kreme.

During the year, we simplified the business by divesting our controlling interest in Insomnia Cookies, restructuring our management teams, and beginning to take steps to outsource U.S. logistics. Additionally, we’ve added national partners in the U.S. and expanded our international business through franchise operations and JV partnerships, all to sharpen our focus on our largest growth opportunities: profitable U.S. delivered fresh daily expansion and the wider adoption of our capital-light international franchise model.

The significant milestones we achieved in 2024 align our long-term business strategies directly to our powerful brand, enabling us to focus on what we do best: making and delivering fresh, delicious doughnuts to more consumers, in more places, every day. I would like to thank our Krispy Kremers for their hard work and efforts last year in creating sweet moments of joy and meaningful connections for our consumers.

As we look forward, the Board has nominated a refreshed slate of directors at a pivotal point in our journey. We believe the new skills and experience to be added to the Board will be valuable for me and the management team as we continue to execute our transformation into a bigger and better Krispy Kreme.

The Board is pleased to nominate Bernardo Hees, Patrick Grismer, Easwaran Sundaram and Gordon von Bretten as new directors. Our slate of directors has decades of experience working with companies in the food retail and consumer goods industries and brings a strong mix of relevant experience to the Board. Following the election of directors at the 2025 annual meeting of stockholders, the Board expects to establish a Strategy and Operating Committee, chaired by Bernardo. You can read more about the distinct skills and experience that each of the director nominees will bring to our Board in the accompanying Proxy Statement.

I’d like to thank our Board Chair Olivier Goudet, who will step down at the 2025 annual meeting, for his long-term commitment to Krispy Kreme. Serving since 2016, Olivier made many valuable contributions including his leadership through our IPO and the pandemic. I’d also like to thank directors David Bell, Paul Michaels, Debbie Roberts, Philip Telfer, and Michelle Weese who will also step down at the 2025 annual meeting. It has been a privilege to serve with these talented and dedicated individuals. The Board expects to elect our next Chair following the annual meeting.

We greatly appreciate your vote of support and confidence in the company. Our management team and Board of Directors remains committed to delivering stockholder value. I encourage you to carefully read the accompanying Proxy Statement and vote your shares in support of the Board’s recommendations on each proposal.

Josh Charlesworth

President and CEO

Krispy Kreme

Notice of 2025 Annual Meeting of
Stockholders

To Our Stockholders,   Notice is hereby given that the virtual annual meeting of stockholders (the “2025 Annual Meeting”) of Krispy Kreme, Inc., a Delaware corporation (the “Company”), will be held on June 17, 2025, at 10:00 a.m. ET. You can virtually attend the 2025 Annual Meeting online by visiting www.proxydocs.com/DNUT and entering the control number provided on your Notice of Internet Availability of Proxy Materials, proxy card, or voting instruction form.   Items of Business   1.  To elect each of the nine director nominees named in the accompanying Proxy Statement to hold office for a one-year term and until his or her successor shall have been elected and qualified;   2.  To approve an advisory resolution regarding the Company’s executive compensation;   3.  To ratify the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for fiscal year 2025; and   4.  To transact such other business as may properly come before the 2025 Annual Meeting or any adjournment thereof.   Who May Vote: Holders of Company common stock at the close of business on April 21, 2025. A list of stockholders will be accessible prior to the 2025 Annual Meeting upon request from the Corporate Secretary and during the 2025 Annual Meeting by visiting the meeting website referenced above.   Distribution Date: A Notice of Internet Availability of Proxy Materials or the Proxy Statement is first being sent to stockholders on or about April 28, 2025.   Your vote is very important. To ensure your representation at the 2025 Annual Meeting, please submit your vote through the internet or by telephone, or complete and return your proxy card if you received a paper copy of the proxy materials. Whether or not you plan to attend the meeting, we urge you to vote.       Atiba Adams Corporate Secretary						Meeting Information
				Date:   Time:		June 17, 2025   10:00 a.m., Eastern Time
				Location:		Virtual Meeting www.proxydocs.com/DNUT
				How to Vote
						By Internet visit www.proxypush.com/DNUT
						By Telephone call 1-866-475-0865
						By Mail Stockholders who have received a paper copy of a proxy card or voting instruction form by mail may submit proxies by completing, signing, and dating their proxy card or voting instruction form and mailing it in the accompanying pre-addressed envelope.
				Important Notice Regarding the Availability of Proxy Materials for the 2025 Annual Meeting to be held on June 17, 2025:   The Company’s Annual Report for the year ended December 29, 2024 and Proxy Statement for the 2025 Annual Meeting are available at www.proxydocs.com/DNUT by entering the control number provided on your Notice of Internet Availability of Proxy Materials, proxy card, or voting instruction form.

Table of Contents

2025 Proxy Statement

Proxy Statement Summary

This summary highlights certain information regarding the performance, corporate governance, and compensation practices of Krispy Kreme, Inc. (“KKI” or the “Company”). Stockholders are encouraged to read this entire Proxy Statement and the Company’s Annual Report for the fiscal year ended December 29, 2024, carefully before voting. Unless otherwise specified or the context otherwise requires, references to “we,” “us,” and “our” in this Proxy Statement refer to Krispy Kreme, Inc.

2025 Annual Meeting Information

						How to Vote
Date:   Time:		June 17, 2025   10:00 a.m., Eastern Time				By Internet visit www.proxypush.com/DNUT
Location:		Virtual Meeting www.proxydocs.com/DNUT				By Telephone call 1-866-475-0865
						By Mail   Stockholders who have received a paper copy of a proxy card or voting instruction form by mail may submit proxies by completing, signing, and dating their proxy card or voting instruction form and mailing it in the accompanying pre-addressed envelope.
Important Notice Regarding the Availability of Proxy Materials for the 2025 Annual Meeting to be held on June 17, 2025:   The Company’s Annual Report for the year ended December 29, 2024 and Proxy Statement for the 2025 Annual Meeting are available at www.proxydocs.com/DNUT by entering the control number provided on your Notice of Internet Availability of Proxy Materials, proxy card, or voting instruction form.

Meeting Agenda and Voting Recommendations

Krispy Kreme—A Beloved Sweet Treat Brand

Krispy Kreme is one of the most beloved and well-known sweet treat brands in the world. Our iconic Original Glazed^® doughnut is recognized for its hot-off-the-line, melt-in-your-mouth experience. Krispy Kreme operates in 40 countries through its unique network of fresh doughnut shops, partnerships with leading retailers, and a growing digital business. Our purpose of touching and enhancing lives through the joy that is Krispy Kreme guides how we operate every day and is reflected in the love we have for our people, our communities, and the planet.

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PROXY STATEMENT SUMMARY

Fiscal Year 2024 Company Highlights

Fiscal Year 2024 Company Highlights

2025 Director Nominees

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PROXY STATEMENT SUMMARY

Corporate Governance Highlights

Corporate Governance Highlights

Board Diversity and Independence

Board Practices and Policies

Oversight of our Risk, Strategy, Ethics, and Responsibility

Executive Compensation Highlights

2025 Proxy Statement | 3

PROPOSAL 1:

ELECTION OF DIRECTORS

Our Board recommends that you vote “FOR” the election of all director nominees.

Proposal Summary

The Board has nominated the nine candidates named in this proposal for election as directors at the 2025 Annual Meeting. Directors are elected annually, and each will serve until his or her term expires at the 2026 annual meeting of stockholders and until his or her successor is duly elected and qualified or until his or her earlier death, resignation, retirement or removal. Each nominee has agreed to be named in this Proxy Statement and to serve if elected.

Our Board is currently comprised of 11 directors. The Board has nominated the following nine individuals to stand for election at the 2025 Annual Meeting: Marissa Andrada, Patricia Capel, Joshua Charlesworth, David Deno, Patrick Grismer, Bernardo Hees, Gerhard Pleuhs, Easwaran Sundaram, and Gordon von Bretten. The Board did not nominate David Bell, Olivier Goudet, Paul Michaels, Debbie Roberts, Philip Telfer, or Michelle Weese for re-election at the 2025 Annual Meeting, and each will continue to serve as a director through the conclusion of the 2025 Annual Meeting, when their current term expires. The number of Directors constituting the Board will be reduced from 11 to nine upon the election of directors at the 2025 Annual Meeting.

Vote Required

For each director nominee to be elected, votes cast “FOR” a nominee must exceed votes cast “AGAINST” that nominee. A failure to vote, a broker non-vote or an abstention will not be counted as having been voted on 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 Remuneration and Nomination Committee. The Remuneration and Nomination Committee uses a variety of methods for identifying and evaluating nominees for director. Candidates may come to the attention of the Remuneration and Nomination Committee through management, current Board members, stockholders, an independent search firm, or other sources. Pursuant to the Investor Rights Agreement with JAB, the Company consults with JAB, and gives good faith consideration to JAB’s views, with respect to the composition of the Board from time to time. Following search and recruiting efforts with the assistance of members of the Board and our largest stockholder, JAB, the Board recommended four new nominees to stand for election at the 2025 Annual Meeting. The Remuneration and Nomination Committee will evaluate Board candidates recommended by stockholders in the same manner as candidates recommended by management or current Board members. Stockholder recommendations for Board candidates should be sent to Krispy Kreme, Inc., Attn: Corporate Secretary, 2116 Hawkins Street, Charlotte, NC 28203.

Members of the Remuneration and Nomination Committee, the Lead Independent Director 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 Remuneration and Nomination Committee reviews the background of all potential nominees and determines whether such candidates 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.

Board Composition, Qualifications, and Diversity

The Board is committed to the ongoing review of Board composition and discusses the skills and characteristics required of KKI 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 Remuneration and Nomination Committee also reviews the collective experience of the Board and makes recommendations to the Board regarding the appropriate mix of skillsets, qualifications, and attributes of the Board as a whole.

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PROPOSAL ONE: ELECTION OF DIRECTORS

Board Composition, Qualifications, and Diversity

The Board seeks candidates with diverse personal backgrounds and experiences who are committed to active participation, fresh perspectives, and providing constructive feedback to management. Our Board prioritizes candidates with proven executive leadership capabilities; public company board experience, consumer product industry expertise; strategic planning experience; experience with retail omni channel strategies and digital and operational innovation; financial and accounting skills; and corporate governance, regulatory and risk management experience.

With respect to diversity, the Board may consider such factors as diversity in viewpoint, professional experience, education, international experience, skills, and other individual qualifications and attributes that contribute to board diversity. The Board has two female director nominees, one of whom chairs our Remuneration and Nomination Committee. In addition, the Board has three director nominees who are racially and ethnically diverse, with one Hispanic or Latinx director nominee and two Asian director nominees.

Director Independence

Our Board has determined that each of Ms. Andrada, Mr. Deno, Mr. Grismer, Mr. Michaels, Mr. Pleuhs, Mr. Sundaram, Mr. Telfer, and Ms. Weese is “independent” under the listing requirements of Nasdaq. In making these determinations, our Board reviewed and discussed information provided by the director or director nominee and management with regard to the business and personal activities and relationships of such directors and director nominees as they may relate to us and our management, including the beneficial ownership of our common stock by each director or director nominee and any transactions involving them described in the section entitled “Certain Relationships and Related Party Transactions.” In addition to determining whether each director or director nominee satisfies Nasdaq’s director independence requirements, our Board has also determined that each of Mr. Deno, Mr. Grismer, Mr. Michaels, Mr. Pleuhs, Mr. Sundaram and Mr. Telfer satisfies the additional independence requirements and standards imposed by the Securities and Exchange Commission (the “SEC”) and Nasdaq for audit committee members, and that each of Ms. Andrada, Mr. Grismer, Mr. Michaels, Mr. Pleuhs, and Mr. Sundaram satisfies the additional independence requirements and standards imposed by the SEC and Nasdaq for compensation committee members.

There are no family relationships among any of our directors, director nominees or executive officers.

Director Nominee Biographies

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PROPOSAL ONE: ELECTION OF DIRECTORS

Director Nominee Biographies

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PROPOSAL ONE: ELECTION OF DIRECTORS

Director Nominee Biographies

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PROPOSAL ONE: ELECTION OF DIRECTORS

Director Nominee Biographies

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PROPOSAL ONE: ELECTION OF DIRECTORS

Director Nominee Biographies

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PROPOSAL ONE: ELECTION OF DIRECTORS

Director Nominee Biographies

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PROPOSAL ONE: ELECTION OF DIRECTORS

Director Nominee Biographies

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PROPOSAL ONE: ELECTION OF DIRECTORS

Director Nominee Biographies

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PROPOSAL ONE: ELECTION OF DIRECTORS

Director Compensation

Director Compensation

Director Compensation Table

The following table sets forth information regarding non-employee director compensation during fiscal year 2024.

Non-Employee Director Compensation Narrative

How We Set Non-Employee Director Compensation

The Board, upon the recommendation of the Remuneration and Nomination Committee, determines the annual compensation of non-employee directors. Mr. Charlesworth receives no additional compensation for his Board service. The Remuneration and Nomination Committee consults with Frederic W. Cook & Co., Inc. (“FW Cook”), its independent compensation consultant, on the director compensation program and reviews peer group and general industry survey information of compensation paid to directors serving on the boards of directors of companies in similar industries and of similar size to determine whether changes are advisable. The Remuneration and Nomination Committee reviews the director compensation program no less frequently than every three years.

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PROPOSAL ONE: ELECTION OF DIRECTORS

Director Compensation

Non-Employee Director Fees

Fiscal year 2024 non-employee director compensation consisted of four primary components: an annual cash retainer, a committee retainer, a committee chair retainer, and an annual equity grant in the form of time-vesting restricted stock units (“RSUs”) that vest 60% on the third anniversary of the grant date, 20% on the fourth anniversary of the grant date, and 20% on the fifth anniversary of the grant date. Equity treatment upon a termination of director service is generally as described under “Equity Treatment Upon Termination Scenarios.” Board members may from time to time receive fees for service on ad hoc committees. Each director is also entitled to reimbursement for reasonable out-of-pocket expenses incurred in attending Board and committee meetings.

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CORPORATE GOVERNANCE PRACTICES

KKI is committed to strong corporate governance policies and practices. The governance practices highlighted below are reflected in our By-Laws, committee charters, Corporate Governance Principles, or other Company policies and practices.

Board Leadership Structure

The Board is responsible for broad corporate policy and the overall performance of the Company through oversight of management and stewardship of the Company. Among other duties, the Board selects, advises, and monitors the performance of the Company’s senior management team, which is responsible for operating the Company’s business. The Board recognizes that the leadership structure and combination or separation of the CEO and Chair roles are driven by the needs of the Company, and that, depending on the circumstances, a different leadership model might be appropriate. As a result, the Company does not currently have a policy requiring either the combination or separation of leadership roles, which maintains flexibility based on the Company’s needs. The Board periodically evaluates this structure and determines whether to separate the roles based upon the circumstances. The Board has determined that the current leadership structure, consisting of separate Chair and CEO roles with a Lead Independent Director, is most effective for the Company and its stockholders at this time.

Lead Independent Director

The Lead Independent Director’s responsibilities include:

Board Meetings

Our Board met six times during 2024. During 2024, each director attended at least 75% of the Board and committee meetings held during the period that such director served on the Board or such committee, except that (i) Paul Michaels was unable to attend 75% of the 2024 meetings of the Board and each committee on which he serves for health reasons and (ii) Ms. Capel was unable to attend one of the three Board meetings held in 2024 during her tenure. Directors are also expected to attend the annual meetings of stockholders. All directors serving 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 the Chair and CEO, members of senior management, and others as appropriate.

Committees

The Board’s standing committees, their membership, and the number of meetings held in 2024 are set forth below. Charters for each of our standing committees are available at our corporate governance webpage at https://investors.krispykreme.com/governance/governance-documents.

Audit and Finance Committee

The Audit and Finance Committee, among other things:

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CORPORATE GOVERNANCE PRACTICES

Committees

The members of the Audit and Finance Committee are Messrs. Deno (Chair), Michaels, Pleuhs, and Telfer. Subject to his election at the 2025 Annual Meeting, Mr. Grismer is expected to be appointed to the Audit and Finance Committee. Our Board has affirmatively determined that each member meets the definition of “independent director” for purposes of serving on the Audit and Finance Committee under Rule 10A-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the corporate governance standards of Nasdaq. Our Board has determined that each director appointed to the Audit and Finance Committee is financially literate, and our Board has determined that each of Mr. Deno and Mr. Grismer is an “audit committee financial expert” within the meaning of the SEC rules and is financially sophisticated in accordance with Nasdaq listing standards. No Audit and Finance Committee member received any payments in 2024 from us other than compensation for service as a director.

The Audit and Finance Committee held seven meetings in 2024.

Remuneration and Nomination Committee

The Board has designated the Remuneration and Nomination Committee to serve as the Company’s combined nomination & corporate governance committee and compensation committee. The Remuneration and Nomination Committee, among other things:

Responsibilities related to compensation:

Responsibilities related to nominating and corporate governance:

For more information regarding the processes and procedures followed by the Remuneration and Nomination Committee in considering and determining executive and non-employee director compensation, see the sections “Compensation Discussion and Analysis” and “Director Compensation,” respectively.

The members of the Remuneration and Nomination Committee are Ms. Andrada (Chair) and Messrs. Michaels and Pleuhs. Our Board has affirmatively determined that each member meets the definition of “independent director” for purposes of serving on the Remuneration and Nomination Committee under the corporate governance standards of Nasdaq.

The Board has determined that all members of our Remuneration and Nomination Committee are “non-employee” directors as defined in Rule 16b-3(b)(3) under the Exchange Act.

The Remuneration and Nomination Committee held five meetings in 2024.

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CORPORATE GOVERNANCE PRACTICES

The Board’s Oversight Responsibilities

The Board’s Oversight Responsibilities

The Company maintains corporate governance practices and policies designed to facilitate effective oversight by the Board. The Company’s Corporate Governance Principles provide that the Board’s basic responsibility is to exercise its business judgment to act in what the Board reasonably believes to be the best interests of the Company and its stockholders. The Board selects, advises, and monitors the performance of senior management, which is responsible for operating the Company’s business. As part of its oversight function, the Board reviews and approves the Company’s annual operating plan and strategy for the year ahead in alignment with long-term goals and objectives.

Board Oversight of Risk

The Board is responsible for overseeing the Company’s processes for assessing and managing risk. The Board’s role in the Company’s risk oversight process includes reviewing and discussing with management key areas of material risk to the Company. To administer its risk oversight function, the Board has delegated certain oversight responsibilities to its committees. The Board primarily oversees matters related to legal, compliance, strategic, operational, and financial risks. The Audit and Finance Committee oversees the Company’s risk management in light of the Company’s business strategy, capital strength, and overall risk tolerance, and oversees cybersecurity risks. The Remuneration and Nomination Committee oversees risks related to remuneration plans, policies, and practices applicable to officers and employees and other talent-related matters, as well as risks associated with Board independence and governance. Committees report to the full Board regarding their respective considerations, actions, and recommendations, as applicable.

Board Oversight of Responsibility

The Board oversees the Company’s Responsibility strategy, including providing input and guidance on long-term goals and commitments. The Company’s executive leaders and our Senior Director, Global Responsibility provide regular updates to the Board on progress toward the Company’s Responsibility initiatives. The Company maintains a Be Sweet Advisory Committee, which is comprised of cross-functional leaders, to develop and execute the Company’s Responsibility initiatives.

Board and Committee Evaluations

The Board, as well as each committee, conducts an annual self-evaluation to assess its performance. All directors will participate in the formal evaluation process, responding to written questions designed to elicit information to be used in improving Board and committee effectiveness. Director feedback is solicited from the formal self-evaluation process and shared verbatim on an anonymous basis with the entire Board and committee and, where appropriate, addressed with management. In response to feedback from the evaluation process, our Board and committees work with management to improve our policies, processes, and procedures to further Board and committee effectiveness.

Code of Conduct

We are dedicated to creating experiences that inspire customer wonder and joy, and doing so with uncompromising integrity and respect for individuals. The Board has adopted a Code of Conduct that applies to all employees, officers, and directors. All employees and all Board members are required to acknowledge the Code of Conduct upon hire and participate in training and certifications.

Our Code of Conduct is posted on our website at https://investors.krispykreme.com/governance/governance-documents. We will inform our stockholders of any amendment to or waiver from the Code of Conduct with respect to our senior financial officers, including the Chief Executive Officer, by posting such information on such website.

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CORPORATE GOVERNANCE PRACTICES

Be Sweet in All That We Do

Be Sweet in All That We Do

We strive to Be Sweet and inspire engagement in all that we do to fulfill our purpose of touching and enhancing lives through the joy that is Krispy Kreme. Our Be Sweet strategy encompasses our approach to being socially and environmentally responsible and addressing Responsibility matters that are most important to us and our stakeholders. This strategy is built around three core pillars (1) Loving Our Krispy Kremers, (2) Loving Our Communities, and (3) Loving Our Planet, as well as our governance and oversight model. Our Be Sweet strategy serves as our framework to achieve a more responsible future supporting the Company’s long-term success.

Be Sweet Responsibility Report

We are proud to have published our first Responsibility report in 2023 related to fiscal year 2022 progress called our “Be Sweet Responsibility Report.” The Be Sweet Responsibility Report begins to align with the Task Force on Climate-related Financial Disclosures (TCFD) and with the UN Sustainable Development Goals (UN SDGs). Our most recent Be Sweet Responsibility Report, which we supplemented with a Fact Sheet in 2024 and we may further supplement from time to time (collectively, our “Be Sweet Responsibility Report”), is available on our website. Our Be Sweet Responsibility Report, and other information regarding our Responsibility practices on our website, are not incorporated by reference into this Proxy Statement or in any other document we file with or furnish to the SEC.

Certain Relationships and Related Party Transactions

Policies and Procedures for Related Party Transactions

Our Board has adopted a written policy (the “Related Party Transactions Policy”) regarding transactions with related parties that could result in a “related party transaction” as defined in SEC rules and our Related Party Transactions Policy (any such transaction, a “Related Party Transaction”). Our Related Party Transactions Policy requires any director or executive officer who has an interest (either directly or through an immediate family member) in a potential Related Party Transaction to provide notice to the legal department of the relevant facts and circumstances with respect thereto prior to entering into the transaction. Our Chief Legal Officer communicates that information to our Audit and Finance Committee, or the Chair of the Audit and Finance Committee. Pursuant to the Related Party Transactions Policy, no Related Party Transaction will be executed without the approval or ratification of our Board or the Audit and Finance Committee of our Board. Directors interested in a Related Party Transaction recuse themselves from any vote on a Related Party Transaction in which they have an interest.

Related Party Transactions

In addition to the director and executive officer compensation arrangements discussed in the sections titled “Director Compensation” and “Compensation Discussion and Analysis,” respectively, this section describes Related Party Transactions since the beginning of our last fiscal year and certain arrangements with JAB-related persons.

Arrangements with JAB-Related Persons

JAB beneficially owns approximately 44% of our common stock and some of our directors and director nominees are affiliated with JAB. We have negotiated certain arm’s-length commercial arrangements with JAB and certain companies in which JAB has controlling investments, as set forth below:

License, Distribution and Supply Agreements

Keurig Dr Pepper Inc. (“KDP”), an affiliated company of JAB, licenses the Krispy Kreme trademark from the Company in the manufacturing of portion packs for the Keurig brewing system. KDP also sells beverage concentrates and packaged beverages to Krispy Kreme for resale through Krispy Kreme’s shops. Licensing revenues from KDP were $2.4 million for the fiscal year ended December 29, 2024.

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CORPORATE GOVERNANCE PRACTICES

Certain Relationships and Related Party Transactions

Investor Rights Agreement

In connection with our initial public offering (the “IPO”), in July 2021, the Company entered into the Investor Rights Agreement (the “IRA”) with JAB and certain other holders listed on Schedule A thereto that, among other things, (i) provides JAB and such holders with customary “demand,” “shelf” and “piggyback” registration rights with respect to shares of our common stock beneficially owned by JAB and such holders following the IPO and (ii) governs certain information rights between JAB and the Company pursuant to which: (1) the Company shall provide JAB the following, which shall be treated as confidential information by JAB, (a) copies of the Company’s management’s monthly financial review reports, (b) the consolidated financial results of the Company for each fiscal year, (c) the unaudited consolidated financial results of the Company for each fiscal quarter, and (d) such other information related to the Company’s financial condition, business, prospects or corporate affairs as JAB may reasonably request from time to time; and (2) subject to the ultimate decision-making authority of the Board, the Company will consult with JAB, and give good faith consideration to JAB’s views, with respect to (a) the composition of the Board and its committees from time to time, (b) Board and committee meeting agenda items, (c) mergers, acquisitions, divestitures, strategic investments and other strategic transactions of the Company, and (d) significant capital expenditures by the Company. The IRA also provides that the Company will pay certain expenses relating to such registrations and indemnify the registration rights holders against (or make contributions in respect of) certain liabilities which may arise under the Securities Act of 1933, as amended. The registration rights granted pursuant to the IRA may be assigned by JAB to any person or entity who subsequently obtains registrable securities from JAB or any of its affiliates.

Arrangements with BNP

BNP Paribas SA (together with certain of its affiliated entities, “BNP”) beneficially owns approximately 8.8% of our common stock. We have certain arm’s-length commercial arrangements with BNP, including as set forth below:

BNP may issue letters of credit to the Company and certain of its subsidiaries. In fiscal year 2024, the Company incurred fees of approximately $129,809 for BNP issuing such letters of credit.

In addition, the Company and BNP are party to certain derivative contracts to mitigate against risks associated with fluctuations in interest rates, certain commodity prices and foreign exchange rates.

Repurchase of Common Units of Insomnia Cookies from Insiders

In connection with the Insomnia Cookies Divestiture in July 2024, Krispy Kreme Doughnut Corporation, a subsidiary of KKI, repurchased:

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires our directors and officers and persons who own more than 10% of our Common Stock to file reports of ownership and changes in ownership with the SEC and Nasdaq and to furnish us with copies of the reports. Based on our review of such reports and written representations from our directors and officers, we believe that all such filings in fiscal year 2024 were timely. In early 2025, a Form 3 for Alison Holder, the Company’s newly appointed Chief Product Officer, was delayed by 7 days due to the Company’s inability to obtain documentation from the SEC needed to submit the filing.

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CORPORATE GOVERNANCE PRACTICES

Where to Find More Information

Where to Find More Information

To learn more about our corporate governance practices and our other policies, you can access the governance documents listed below at https://investors.krispykreme.com/governance/governance-documents. We will also provide copies of any of these documents to stockholders upon written request to the Corporate Secretary.

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 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 Chair, the Lead Independent Director, or the independent directors on Board-related issues by sending an email to [email protected] or sending a written communication to: Corporate Secretary, Krispy Kreme, Inc., 2116 Hawkins Street, Charlotte, NC 28203. Relevant communications 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. Communications that are unrelated to the duties and responsibilities of the Board will not be forwarded.

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EXECUTIVE OFFICERS

Set forth below are the names, ages, and positions of our executive officers as of the date hereof. As used in this section, references to “we,” “us,” “our” and “Krispy Kreme” mean Krispy Kreme, Inc. and its predecessor entities, and their respective subsidiaries and affiliates.

Mr. Charlesworth’s biography is presented above under “Proposal 1: Election of Directors.”

Jeremiah Ashukian, age 45, has served as our Executive Vice President and Chief Financial Officer since January 2023. Prior to joining Krispy Kreme, he held various chief financial officer roles across North America and Latin America at Mars, Incorporated. Mr. Ashukian held several finance positions earlier in his career across all aspects of the finance function and has extensive experience in building diverse and effective teams, functional and business transformations, integrations, M&A, and portfolio management. Mr. Ashukian holds an undergraduate degree in Mathematics from Sir Wilfrid Laurier University as well as C.M.A. and C.P.A. designations from Ontario, Canada.

Atiba Adams, age 54, has served as our Chief Legal Officer and Corporate Secretary since June 2024. Prior to joining Krispy Kreme, Mr. Adams served as Senior Vice President, Deputy General Counsel at Bausch + Lomb from January 2022 to June 2024. Mr. Adams also held various roles at Mars, Incorporated, including General Counsel of Mars Global Petcare from July 2017 to January 2022 and General Counsel of Mars Global Chocolate from February 2015 to July 2017. Mr. Adams holds a B.A. in Political Science from Millersville University of Pennsylvania and a J.D. from North Carolina Central University School of Law.

Raphael Duvivier, age 42, has served as our President, International since January 2025. Since joining the company in January 2019, he also served in multiple leadership roles, including as segment Chief Financial and Strategy Officer, and most recently, Chief Development Officer. Prior to joining Krispy Kreme, Mr. Duvivier held various senior leadership roles at Restaurant Brands International Inc. across multiple regions. Mr. Duvivier holds a B.Sc. in Industrial Engineering from the Pontifícia Universidade Católica do Rio de Janeiro, Brazil, and an M.B.A. from INSEAD.

Alison Holder, age 48, has served as our Chief Product Officer since January 2025. Since joining the Company more than 24 years ago, she has served in a number of leadership roles across multiple functions within the organization. Most recently, Ms. Holder served as Chief Innovation Officer, Vice President of Global Research, Development & Brand Innovation, and, prior to that, held senior positions in brand marketing, insights and analytics, R&D, and manufacturing services. Ms. Holder holds a B.S. in Business Administration from High Point University.

David Skena, age 54, has served as our Chief Growth Officer since January 2025. He served as our Chief Brand Officer from March 2022 to January 2025 and Chief Marketing Officer from November 2018 to March 2022. Prior to joining Krispy Kreme, Mr. Skena served as Chief Marketing Officer at Ruby Tuesday from July 2015 to May 2018. Prior to Ruby Tuesday, Mr. Skena was a marketer at PepsiCo where he most recently served as Vice President of Premium and Value Brands, including Stacy’s Pita Chips and Smartfood popcorn, among others. Prior to PepsiCo, he served in brand management at Kraft Foods, Inc. for multiple brands. Mr. Skena holds a B.A. in Economics from Bucknell University, a Graduate Diploma in Economics from the University of East Anglia, and an MBA from the Kellogg School of Management at Northwestern University.

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EXECUTIVE OFFICERS

Nicola Steele, age 38, has served as our Chief Operating Officer since March 2025. Prior to her appointment, Ms. Steele served Company subsidiaries Krispy Kreme Holdings PTY Ltd., Krispy Kreme Australia PTY Ltd., and Krispy Kreme New Zealand Limited as President and Director from September 2023 to March 2025, Chief Operating Officer from March 2022 to August 2023, and Retail Director from January 2019 to February 2022. Prior to this, Ms. Steele held progressive leadership positions in store and operations management in Australia and New Zealand since joining the Company in October 2006 as a crew member.

Angela Yochem, age 54, has served as our Chief Information and Technology Officer since March 2025. She served as our Chief Information Officer from December 2023 to March 2025. She is a multi-industry CxO, most recently serving as EVP Chief Transformation & Digital Officer at Novant Health from 2018 to 2023. Ms. Yochem has held CIO and CTO leadership roles at Rent-A-Center, BDP International, AstraZeneca, and Dell, with extensive experience building differentiated technological capabilities at scale. Ms. Yochem is an Independent Director for Zurich Insurance Company’s North American subsidiaries, where she serves on the audit committee, and is a former independent director for companies in the banking, services, and enterprise technology industries. She holds a Bachelor’s degree in Music from DePauw University and a Master of Science in Computer Science from the University of Tennessee.

Theresa Zandhuis, age 56, has served as our Chief People Officer since August 2017. Prior to joining Krispy Kreme, Ms. Zandhuis served as Executive Vice President, Chief People Officer for AOL, a division of Verizon, from July 2015 to September 2016. She served as Vice President, Human Resources for eBay Enterprise, formerly a subsidiary of eBay, from April 2012 to June 2015. She currently serves on the board as Vice Chair of Make-A-Wish Central & Western North Carolina and as a board member at National Veterinary Associates. Ms. Zandhuis holds a B.A. in Organizational Management from the University of Michigan.

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PROPOSAL 2:

ADVISORY RESOLUTION TO APPROVE EXECUTIVE COMPENSATION

Our Board recommends that you vote “FOR” the approval of the advisory resolution to approve the Company’s executive compensation.

As required by Section 14A of the Exchange Act and as a matter of good corporate governance, the Company is asking stockholders to approve an advisory resolution on the Company’s executive compensation as reported in this Proxy Statement. As described in the “Compensation Discussion and Analysis” section, our executive compensation programs are designed to attract, retain, and motivate superior executive talent through the alignment of pay and financial interests of our executives with stockholder value creation. We 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.

Accordingly, the Company is asking stockholders to approve the following non-binding advisory resolution at the 2025 Annual Meeting:

“RESOLVED, that the stockholders of Krispy Kreme, 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 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 Company and the Board will consider the outcome of the vote when making future compensation decisions.

Vote Required

Approval of Proposal 2, on an advisory basis, requires the affirmative vote of the holders of a majority of the voting power of our common stock present in person or represented by proxy and which has actually voted. A broker non-vote will not be counted as having been voted on Proposal 2 and therefore will have no effect on the vote. An abstention will be counted as having been voted on Proposal 2 and therefore will have the effect of a vote against the applicable proposal.

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COMPENSATION DISCUSSION AND ANALYSIS (CD&A)

Introduction

Our Compensation Discussion and Analysis (the “CD&A”) discusses our executive compensation program and explains the Remuneration and Nomination Committee’s decisions affecting Named Executive Officer (“NEO”) compensation for fiscal year 2024. Detailed compensation information is provided in tabular format with related narrative disclosure.

Our NEOs for fiscal year 2024 are the following officers:

In our CD&A, we discuss:

Our 2024 Stockholder Say-on-Pay Vote

At our 2024 annual meeting of stockholders, we sought stockholder approval, on an advisory basis, of the compensation of our NEOs as disclosed in our 2024 proxy statement. At our 2024 annual meeting, 97.3% of the votes cast voted in favor of the say-on-pay resolution. As evidenced by these results, we believe our stockholders generally support our compensation program and practices. We hold our say-on-pay vote annually.

Principles and Governance

The overarching objective of our executive compensation program is to attract, retain, and motivate superior executive talent essential to drive sustained growth and stockholder value creation. Our executive compensation principles and governance practices are designed to support this objective while maintaining competitiveness.

In setting and overseeing our executive compensation program, the Remuneration and Nomination Committee is guided by the following key principles:

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COMPENSATION DISCUSSION AND ANALYSIS (CD&A)

Principles and Governance

The table below summarizes additional principles incorporated by the Remuneration and Nomination Committee in the design, review, and governance of our executive compensation program.

Peer Group

We use a peer group of companies to analyze external market compensation levels and practices. With input from FW Cook, our independent compensation consultant, and management, the Remuneration and Nomination Committee annually reviews our peer group so that its composition remains appropriate. Each year, we compare our compensation programs and pay levels to those of the peer group and general industry market data to assess whether our programs and target compensation levels are consistent and competitive with the external market.

In constructing our peer group, the Remuneration and Nomination Committee reviews information for and considers publicly traded global companies of similar size and with similar business orientation and industry classifications, and similar products and service offerings. It also considers other factors, including (i) market capitalization and enterprise value, (ii) total number of employees, (iii) financial measures including gross margin, EBITDA, and EBITDA margin, (iv) executive positions similar in breadth, complexity, and scope of responsibility, and (v) competitors for executive talent and customers.

Based on these considerations, our Remuneration and Nomination Committee reviewed and approved our peer group for fiscal year 2024, which was comprised of the following companies:

The peer group is reviewed annually; however, as we grow and evolve, and as companies in our peer group change due to mergers, acquisitions, or other consolidations, our Remuneration and Nomination Committee will continue to review and reconfigure our peer group as appropriate.

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COMPENSATION DISCUSSION AND ANALYSIS (CD&A)

Principles and Governance

The table below summarizes and compares our revenue, adjusted EBITDA, total employees, and market capitalization as of the end of our fiscal year 2023 to that of our peer group. Financials and number of employees for the peer group are based on the latest four quarter performance as of December 31, 2023; market capitalization for the peer group is as of December 31, 2023.

Competitive Positioning

For 2024, the Remuneration and Nomination Committee engaged FW Cook to advise on the compensation practices and competitive landscape for the compensation of our NEOs. The Remuneration and Nomination Committee targets between the 50th percentile and 75th percentile of market compensation levels when assessing executive compensation; however, pay decisions are based on a more comprehensive set of considerations, such as company performance, individual executive performance, experience, and internal equity.

In determining appropriate compensation levels, the Remuneration and Nomination Committee reviews compensation levels for executives in similarly situated roles at companies in our peer group and in general industry compensation surveys. FW Cook initially compiles the compensation data for the selected peer group. At the request of the Remuneration and Nomination Committee, management reviews and evaluates FW Cook’s compensation data and provides input and recommendations for Remuneration and Nomination Committee approval, as applicable.

For the CEO, the Remuneration and Nomination Committee annually reviews and approves individual and corporate goals and objectives relevant to the CEO’s compensation. The Remuneration and Nomination Committee also evaluates the CEO’s performance in light of those goals and objectives and submits the CEO’s remuneration level based on this evaluation. In determining the CEO’s compensation, the Remuneration and Nomination Committee considers the Company’s financial performance, including total stockholder return, the value of similar packages for CEOs at comparable companies, and historical remuneration levels.

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COMPENSATION DISCUSSION AND ANALYSIS (CD&A)

Summary of Principal Compensation Elements – Design and Rationale

Summary of Principal Compensation Elements – Design and Rationale

The table below summarizes the principal elements of our NEOs’ fiscal year 2024 compensation program, including a description and the intended purpose of each element. In addition to the items summarized in the table, our NEOs are eligible to participate in a Company-wide defined contribution (401(k) savings) program. A more detailed description of all compensation elements, including related 2024 actions for each element, if applicable, follows this table. NEO compensation consists of base salary, an annual cash incentive award under our annual incentive program (“AIP”), and equity-based compensation under our Omnibus Plan. We also provide certain limited benefits and perquisites in line with general industry practice. Variable pay under our AIP is the most significant element of our NEO compensation program.

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COMPENSATION DISCUSSION AND ANALYSIS (CD&A)

2024 Base Salary

The 2024 executive compensation program applicable to our NEOs consisted of the following principal elements:

2024 Base Salary

Base salary is the single fixed pay element of total direct compensation paid to our NEOs. We pay base salaries to provide executives with a secure, fixed base of cash compensation in recognition of individual responsibilities and job performance. Base salary levels are typically reviewed and set annually by the Remuneration and Nomination Committee. In determining base salary levels, the Remuneration and Nomination Committee reviews base salaries for NEOs in similarly situated roles in our peer group and general industry compensation surveys. Base salary changes, if any, are generally effective April 1 for all our employees, including NEOs.

2024 Actions

Mr. Charlesworth’s base salary was increased from $950,000 to $1,000,000 in connection with his promotion to CEO, effective January 1, 2024. He received no additional increase effective April 1, 2024. No other NEOs received a base salary increase in 2024. Each NEO’s base salary for fiscal years 2023 and 2024 are set out in the table below.

2024 Annual Incentive Plan (AIP)

Overview

Our AIP is a one-year cash-based incentive plan designed to reward NEOs for delivering annual financial performance relative to pre-established performance targets during a fiscal year. At the beginning of the fiscal year, the Remuneration and Nomination Committee establishes the AIP structure, including performance metrics and goals, and each NEO’s award opportunity, including threshold, target, and maximum payouts. In fiscal year 2024, the AIP excluded the impact of Insomnia Cookies, and any potential impacts from other strategic business changes (e.g., acquisitions and divestitures). After the end of the fiscal year, the Remuneration and Nomination Committee reviews performance and determines the payment for each NEO. AIP awards for our CEO are subject to Board approval.

For all NEOs, the 2024 AIP was based on three total Company performance measures:

Net Revenue growth and Adjusted EBITDA growth are determined based on growth over the previous fiscal year. See Appendix A for the definitions of Adjusted EBITDA and Free Cash Flow and a reconciliation of non-GAAP financial measures to GAAP financial measures.

The Remuneration and Nomination Committee chose these metrics for the following reasons:

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COMPENSATION DISCUSSION AND ANALYSIS (CD&A)

2024 Annual Incentive Plan (AIP)

The plan year for the 2024 AIP was January 1, 2024, through December 29, 2024. For any award to be earned under the plan, achievement of at least the threshold level for Adjusted EBITDA growth must be met. The tables below set out the 2024 target annual bonus opportunity, payout opportunity range, and the threshold, target, and maximum performance levels for each performance measure.

For each performance goal and achievement level, the Remuneration and Nomination Committee determined a corresponding payout percentage as set out in the table below. Payout percentages for performance that falls between performance levels are calculated using linear interpolation.

2024 Performance

AIP awards are calculated after the end of the fiscal year. For fiscal year 2024, the Company’s net revenue growth performance was above threshold; however, Adjusted EBITDA growth performance and Free Cash Flow were both below threshold. Because achievement of at least the threshold level for Adjusted EBITDA growth was required to be met for any award to be earned under the plan, no AIP awards were paid out for 2024 performance.

2024 Long-Term Incentive Plan (LTIP)

Overview

The Remuneration and Nomination Committee designs the LTIP to align our NEOs’ interests with those of our stockholders, drive retention of key executive talent, mitigate excessive risk-taking, and balance incentives to achieve short- and long-term success. Equity-based compensation grants under the LTIP make up a significant portion of our NEO’s total compensation.

For 2024, equity awards pursuant to our LTIP were granted to our NEOs, whereby 50% of the grants were delivered in the form of performance-based restricted stock units (“performance shares”), and 50% of the grants were delivered in the form of time-based restricted stock units (“RSUs”). The Remuneration and Nomination Committee views this mix of equity vehicles provides proper alignment with stockholders’ interests and includes an appropriate emphasis on long-term company performance. Performance shares are distributed at the end of the three-year performance period (2024 through 2026). RSUs vest 60% on the third anniversary of the grant date, 20% on the fourth anniversary of the grant date, and 20% on the fifth anniversary of the grant date, subject to continued employment. The RSU vesting schedule is longer than typical market practice, which is intended to create significant, long-term alignment with our stockholders.

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COMPENSATION DISCUSSION AND ANALYSIS (CD&A)

2024 Long-Term Incentive Plan (LTIP)

For each NEO, the Remuneration and Nomination Committee determines the types of awards to be granted, and the magnitude of individual awards based on analysis of market practices within our peer group and across general industry (based on compensation surveys). The annual grant date for performance shares and RSUs is typically in April or May; fiscal year 2024 LTIP awards were granted on April 11, 2024.

2024 Grant Calculations

The Remuneration and Nomination Committee uses the following calculation to determine the (i) target number of performance shares and RSUs awarded to each NEO, and (ii) actual number of performance shares earned by each NEO at the end of the 3-year performance period.

Target Award

Each NEO’s target award, expressed as a dollar amount, is determined by the Remuneration and Nomination Committee annually based on each NEO’s role, individual performance and potential, analysis of peer group long-term incentive practices, and general industry survey sources.

2024 Awards

Our NEO’s target annual LTIP awards for 2024 are set forth in the table below.

In addition to the grants summarized above, the Remuneration and Nomination Committee granted the following one-time LTIP awards to our NEOs in 2024:

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COMPENSATION DISCUSSION AND ANALYSIS (CD&A)

2024 Long-Term Incentive Plan (LTIP)

Performance Shares

Performance shares are designed to drive the achievement of long-term financial objectives and to maximize stockholder return. Target performance shares granted to NEOs are based on the closing price of our common stock as of the grant date, April 11, 2024. The performance period for fiscal year 2024 performance shares is the three-years including fiscal year 2024, 2025, and 2026. For performance shares, the Remuneration and Nomination Committee established financial and operational performance metrics with corresponding threshold, target, and maximum performance and payout levels, based on our long-term growth strategy. Following the end of the performance period, the Remuneration and Nomination Committee will review performance and award shares based on actual results. For performance below threshold, no shares will be awarded; for performance at threshold, 50% of target shares will be awarded; for performance at target, 100% of target shares will be awarded; for performance at maximum or above, 200% of target shares will be awarded. For performance between threshold and maximum, the Remuneration and Nomination Committee will use linear interpolation to determine results and corresponding awards. Provided the Remuneration and Nomination Committee certifies performance at or above threshold, shares will generally be distributed in the first quarter following the end of the performance period. See the “Grants of Plan-Based Awards” table for potential awards based on threshold, target, and maximum performance for each of our NEOs.

The number of shares awarded to NEOs at the end of the performance period, pursuant to the fiscal year 2024 performance share grants, will be based (i) 60% on Return on Invested Capital (“ROIC”), which equals growth of absolute net operating profit after taxes divided by cumulative capital expenditures for the three-year performance period, (ii) 20% on Leverage, which means the Company’s publicly reported Net Leverage Ratio calculated as net debt divided by Adjusted EBITDA, and (iii) 20% on landfill food waste reduction.

The Remuneration and Nomination Committee believes these measures are important indicators of the long-term operational strength of our business, create long-term value, and align the performance of our NEOs with the interests of our stockholders.

Requiring Stock Ownership

To further align our NEOs’ and stockholders’ interests, the Remuneration and Nomination Committee implemented stock ownership requirements in 2024. The requirements are intended to drive each of our NEOs to accumulate and hold a significant amount of our common stock. We believe our stock ownership requirements are comparable to those of our peer group and general industry practices. The table below summarizes our ownership and holding requirement provisions.

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COMPENSATION DISCUSSION AND ANALYSIS (CD&A)

2024 Long-Term Incentive Plan (LTIP)

The Remuneration and Nomination Committee evaluates the status of stock ownership requirements annually based on the executive officer’s stock holdings at the end of each fiscal year. As of December 29, 2024, all NEOs satisfied their stock ownership requirements.

Benefits and Perquisites

Our NEOs participate in the same benefit plans generally available to our employees and receive the same coverage as other employees. These benefit plans include health insurance, ancillary coverages, life insurance, and disability coverage. We only provide tax gross ups to NEOs for select non-recurring relocation expenses. In fiscal year 2024, we did not provide commuting expenses to any of our NEOs.

Defined Contribution (401(k) Savings) Plan

Our NEOs are eligible to participate in our qualified defined contribution 401(k) Plan, under which they have the opportunity to defer a portion of their eligible compensation, up to tax code limitations, and receive a company matching contribution of 100% of the first 3% of contributions and 50% of the next 2% of contributions.

Pension Benefits and Non-Qualified Deferred Compensation

We do not maintain any defined benefit pension or non-qualified deferred compensation plans for our NEOs.

Employment Agreements and Change in Control Arrangements

As a standard practice, the Company does not generally enter into employment agreements or individual change in control agreements with its NEOs other than the CEO. We provide the other NEOs severance benefits and additional rights to payments of AIP and LTIP-based compensation in the event of a change in control. We provide these protections to help ensure that the other NEOs would be available to assist in a successful transition following a change in control and provide a competitive level of severance protection if a NEO is involuntarily terminated without cause or resigns for good reason (if applicable) within two years following a change in control. We do not provide any tax gross ups for change in control benefits. We describe the employment agreement for Mr. Charlesworth in the “Employment Agreements” section below. We describe severance arrangements and other benefits provided to NEOs upon a change in control (as well as the equity treatment upon certain separations in the event of a change in control) under “Potential Payments Upon Termination or Change in Control” below.

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