Keurig Dr Pepper (KDP) Proxy Filing summary

Executive summary

• Achieved strong financial performance in 2024, with ~$15B net sales and 8% adjusted diluted EPS growth, maintaining alignment with long-term growth targets.

• Advanced a refreshed strategy across five pillars: brand building, portfolio expansion, route-to-market, productivity, and capital allocation.

• Completed CEO succession, with Timothy Cofer becoming CEO and Robert Gamgort transitioning to non-employee Chairman in April 2025.

• Added performance-based equity awards to executive compensation in 2025 to better align with shareholder interests.

• Continued evolution from a closely-held to a widely-held company, with ongoing governance enhancements.

Voting matters and shareholder proposals

• Stockholders will vote on: (1) election of nine director nominees for a one-year term, (2) advisory approval of executive compensation, and (3) ratification of Deloitte & Touche LLP as independent auditor for 2025.

• Board recommends voting FOR all proposals.

• Annual meeting scheduled for June 18, 2025, to be held virtually.

Board of directors and corporate governance

• Board expanded with two new independent directors in April 2025: Mike Van de Ven and Lawson Whiting.

• Seven of nine director nominees are independent; all committees are composed solely of independent directors.

• Board plans to form a standalone Nomination and Governance Committee in 2025.

• Lead Independent Director role transitioned to Pamela Patsley in December 2024.

• Annual board and committee evaluations, with recent third-party review leading to board refreshment.