Atiba Adams

About Atiba Adams

Atiba Adams is Chief Legal Officer and Corporate Secretary of Krispy Kreme, Inc. (DNUT), age 54, serving since June 2024; previously Senior Vice President, Deputy General Counsel at Bausch + Lomb (Jan 2022–Jun 2024) and General Counsel at Mars Global Petcare (Jul 2017–Jan 2022) and Mars Global Chocolate (Feb 2015–Jul 2017). He holds a B.A. in Political Science from Millersville University of Pennsylvania and a J.D. from North Carolina Central University School of Law . Company performance context during his tenure: FY2024 net revenue was $1.7B with 5% organic revenue growth, net income $3.8M, and Adjusted EBITDA $193.5M ; pay-vs-performance TSR value for 2024 was 57.53 on a $100 IPO-based index .

Past Roles

External Roles

Fixed Compensation

• Individual base salary and target bonus details for Atiba Adams are not included in DNUT’s 2025 proxy; detailed pay tables were provided for the named executive officers (NEOs), which did not include Adams for FY2024 .

Performance Compensation

• DNUT’s FY2024 Annual Incentive Plan (company-wide design used for NEOs) was based on Net Revenue Growth, Adjusted EBITDA Growth, and Free Cash Flow; no AIP awards were paid for FY2024 because Adjusted EBITDA growth did not meet threshold .

• Long-term incentives: DNUT uses a 50/50 mix of PSUs and RSUs annually; PSUs measure 3-year ROIC (60%), Net Leverage Ratio (20%), and landfill food waste reduction (20%); RSUs follow lengthy vest schedules (typically 60% year 3 / 20% year 4 / 20% year 5) .

Equity Ownership & Alignment

• Insider grants reported for Atiba Adams:
  • 2024-07-25: Form 4 reports “A – Award” of 27,003 RSUs (RSU count shown on RedChip; SEC index confirms filing).
  • 2025-07-14 (filed 2025-07-16): Form 4 reports “A – Award” of 100,000 RSUs; footnote indicates RSUs settle 1-for-1 in common stock upon vesting .
• Stock ownership guidelines: CEO 6x base salary; other executive officers 3x base salary; 5-year phase-in; unearned PSUs and unexercised options excluded; no mandated post-vest holding percentage . As of Dec 29, 2024, all NEOs satisfied their ownership requirements (Adams not in FY2024 NEO set) .
• Hedging and pledging of company stock are prohibited for executive officers .
• Clawback policy updated October 2, 2023 to recoup erroneously awarded incentive-based compensation after accounting restatements (3-year lookback) .

Employment Terms

• Role and tenure: Chief Legal Officer and Corporate Secretary since June 2024; appears as the signatory on multiple company 8-K filings, consistent with Corporate Secretary duties .
• Agreements and severance: DNUT generally does not have employment agreements or individual change-in-control agreements for executives other than the CEO; NEO severance framework is 12 months base salary plus 12 months COBRA subsidy upon involuntary termination without cause (CEO is 24 months); DNUT provides double-trigger vesting upon change-in-control under its equity plans; no excise tax gross-ups .
• Trading and clawback: Hedging/pledging prohibited; clawback policy applies to incentive compensation tied to financial reporting measures .

Compensation Structure Analysis

• Pay-for-performance discipline: FY2024 annual incentive paid 0% due to failure to meet Adjusted EBITDA threshold, indicating bonus outcomes are tightly linked to profitability and cash generation targets .
• Long vest profiles: RSU schedules are deliberately extended (3–5 years), increasing retention and alignment while reducing short-term cash compensation reliance .
• PSU metrics emphasize capital efficiency (ROIC) and deleveraging (Net Leverage Ratio), which ties long-term payouts to improving returns and balance sheet resilience .

Governance, Peer Group, and Say-on-Pay

• Compensation peer group includes CMG, DPZ, QSR, TXRH, YUM, BROS, SHAK, CAKE, WEN, JACK, MNST, SG, PZZA, YETI; DNUT targets the 50th–75th percentile of market levels, with FW Cook as independent consultant .
• Say-on-pay approval: 97.3% support in 2024, indicating strong shareholder backing of DNUT’s compensation approach .

Risk Indicators & Red Flags

• Pledging/hedging ban reduces misalignment risk .
• Double-trigger vesting rather than single-trigger mitigates windfall optics in change-in-control scenarios .
• No excise tax gross-ups; minimal perquisites policy .
• Related party transactions are governed under a formal policy; JAB-related arrangements disclosed (e.g., KDP licensing) .

Investment Implications

• Strong alignment signals: The zero FY2024 bonus outcome and PSU metric design suggest a compensation framework that prioritizes profitability, cash generation, and capital efficiency; this should reduce agency risk and encourage long-term value creation .
• Retention outlook: RSU awards to Adams in Jul-2024 and Jul-2025 extend his vesting runway, lowering voluntary departure risk; monitor Form 4s around annual grant cycles and vest dates for potential withholding-related share dispositions that can create technical selling pressure .
• Change-in-control economics: Company-wide double-trigger equity protection and absence of gross-ups suggest balanced governance; for executives without dedicated CIC agreements (non-CEO), severance is standardized, reducing headline risk .
• Ownership policy: 3x salary guideline for executive officers, with hedging/pledging prohibitions and clawback policy, supports “skin in the game” and downside risk alignment .

Additional notes:

• Corporate Secretary function corroborated by signatures on Item 5.02 8-Ks (e.g., Nov 13, 2024 departure notice; Mar 3, 2025 COO appointment) .
• FY2024 company metrics context: $1.7B net revenue and $193.5M Adjusted EBITDA provide baseline performance during Adams’ first year at DNUT .