Bernardo Hees
Director at DNUT
Board
About Bernardo Hees
Bernardo Hees, age 55, is a director nominee for Krispy Kreme (DNUT) and currently an Operating Partner at The Cranemere Holdings Group (since March 2024), with prior CEO roles at Kraft Heinz, H.J. Heinz, Burger King Worldwide, and América Latina Logistica; he holds a B.A. in Economics (Pontifical Catholic University of Rio de Janeiro), an MBA (Warwick Business School), and completed Harvard’s OPM program . Following election, the Board expects to establish a Strategy and Operating Committee chaired by Mr. Hees, signaling a hands-on role in strategic oversight . He is not identified as independent in the nominees summary, which is a governance consideration given his disclosed consulting relationship with JAB, DNUT’s largest shareholder .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Cranemere Holdings Group | Operating Partner | Since Mar 2024 | Long-term industrial holdings expertise |
| Avis Budget Group (CAR) | Executive Chairman | 2020–2024 | Board leadership at global mobility company |
| The Kraft Heinz Company | Chief Executive Officer | 2015–2019 | Led large-scale consumer products operations |
| H.J. Heinz Holding Corporation | Chief Executive Officer | 2013–2015 | Transition leadership pre/post combination |
| Burger King Worldwide | Chief Executive Officer | 2010–2013 | Turnaround and brand operations leadership |
| América Latina Logistica (ALL Logistics) | Chief Executive Officer | 2005–2010 | Logistics/operations scale-up in LATAM |
| 3G Capital | Partner | 2010–2019 | Investment/portfolio oversight experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Avis Budget Group (CAR) | Director | Current | Global mobility governance experience |
| Bunge Global SA (BG) | Director | Current | Agribusiness/food supply chain insights |
Board Governance
- Expected committee leadership: Strategy and Operating Committee Chair post-election, placing Hees at the center of DNUT’s transformation oversight .
- Independence: Not marked independent in nominees summary; additionally, JAB filed that Hees will consult to JAB on DNUT, raising potential affiliation concerns with the 44% holder that has board composition/strategy consultation rights via the Investor Rights Agreement .
- Other committee assignments: None indicated pre-election (Audit and Remuneration committees are fully independent; Hees is not listed as a member) .
- Public boards load: Two public company boards (excluding DNUT), within DNUT’s policy limiting directors to ≤4 public boards .
- Attendance: Not applicable for FY2024; Hees was a nominee, not a sitting director (board met 6 times in 2024; attendance data pertains to incumbents) .
- Lead Independent Director context: DNUT appointed a Lead Independent Director (Gerhard Pleuhs) with defined responsibilities, reinforcing independent oversight alongside Hees’ strategy role .
Fixed Compensation
| Component | Amount/Policy | Notes |
|---|---|---|
| Annual cash retainer (non-employee director) | $60,000 | Standard director fee |
| Committee member retainer | $5,000 | Per committee membership |
| Audit & Finance Chair retainer | $75,000 | Chair premium |
| Remuneration & Nomination Chair retainer | $70,000 | Chair premium |
| Board Chair cash retainer | $200,000 | Chair role |
| Annual equity grant (other Board members) | $100,000 | Granted as time-based RSUs |
| Annual equity grant (Board Chair) | $255,000 | Granted as time-based RSUs |
| RSU vesting schedule (directors) | 60% at 3 years; 20% at 4 years; 20% at 5 years | Long vesting aligns with long-term oversight |
| Ad hoc committee fees | Occasional | May be paid for ad hoc service |
Note: Hees was not a director in FY2024; by policy, if elected he would be eligible for the non-employee director program above. No separate meeting fees disclosed .
Performance Compensation
- Directors receive time-vesting RSUs; no director-specific performance metrics are disclosed (metrics below pertain to executive incentives and provide context on DNUT’s performance-linked compensation philosophy) .
| Program | Metric | Threshold | Target | Maximum | Notes |
|---|---|---|---|---|---|
| Annual Incentive Plan (Executives) | Net Revenue Growth | 4.0% | 6.1% | 10.0% | Payout matrix caps total at 200% |
| Annual Incentive Plan (Executives) | Adjusted EBITDA Growth | 4.0% | 8.9% | 14.0% | Threshold EBITDA growth required for any payout; no payouts for FY2024 |
| Annual Incentive Plan (Executives) | Free Cash Flow | $7.5m | $15.0m | $35.0m | Linear interpolation across metrics |
| LTIP Performance Shares (Executives, 2024–2026) | ROIC (60%) | Committee-defined | Committee-defined | Committee-defined | Based on NOPAT growth / cumulative capex |
| LTIP Performance Shares (Executives, 2024–2026) | Net Leverage Ratio (20%) | Committee-defined | Committee-defined | Committee-defined | Net debt / Adjusted EBITDA |
| LTIP Performance Shares (Executives, 2024–2026) | Landfill food waste reduction (20%) | Committee-defined | Committee-defined | Committee-defined | ESG-operational measure |
Other Directorships & Interlocks
| Entity | Relationship | Potential Interlock/Exposure |
|---|---|---|
| JAB (largest DNUT shareholder, ~44%) | IRA grants JAB consultation rights on Board composition, agendas, M&A and capex; Hees to consult to JAB re DNUT | Influence channel between controlling shareholder and strategy oversight; governance sensitivity |
| Keurig Dr Pepper (KDP) | JAB affiliate; licenses Krispy Kreme trademark and supplies beverages; $2.4m licensing revenues in FY2024 | Related-party commerce; oversight via Audit & Finance committee |
Expertise & Qualifications
- 25+ years of global leadership across consumer, logistics, and food sectors with CEO tenure at Kraft Heinz/Heinz/Burger King and logistics CEO experience (ALL), plus investment governance (3G) .
- Finance/operations transformation experience; strategy and operating committee leadership expected post-election .
- Education spanning economics and MBA with HBS OPM credential, aligning with capital discipline and scale execution .
Equity Ownership
| Holder | Shares Beneficially Owned | Ownership % of Outstanding | Source/Notes |
|---|---|---|---|
| Bernardo Hees | 694,445 | ~0.41% (694,445 / 170,657,690) | Shares acquired from JAB on Apr 23, 2025; outstanding shares as of Apr 10, 2025 |
| Additional instruments from JAB | Option (size undisclosed) | N/A | Option to purchase certain shares per Stock Purchase Agreement |
| Additional instruments from JAB | One-time RSU award (size undisclosed) | N/A | RSUs granted by JAB related to DNUT shares |
- Hedging/pledging: DNUT’s Insider Trading Policy prohibits hedging, margining, and pledging by directors/executives, reducing alignment risk; clawback updated Oct 2, 2023, to recover incentive pay after restatements .
- Ownership guidelines: Executives have stock ownership requirements; director-specific ownership guidelines not disclosed; executive compliance noted as of FY2024 (context) .
Governance Assessment
- Strategy influence and potential conflict: Hees is expected to chair the Strategy and Operating Committee while consulting to JAB, a 44% holder with board and strategic consultation rights via the IRA—this dual role may challenge perceived independence and could concentrate strategic influence aligned with JAB’s interests; the nominees summary does not mark Hees as independent .
- Board safeguards: DNUT maintains independent Audit & Finance and Remuneration & Nomination Committees, a Lead Independent Director with defined duties, and strong governance policies (clawback, anti-hedging/pledging), which can mitigate risks from large shareholder influence channels .
- Related-party exposure: Ongoing related-party commercial ties (e.g., KDP licensing) require rigorous independent oversight; Audit & Finance Committee independence and activity (7 meetings in 2024) is a positive counterbalance .
- Investor confidence indicators: 2024 say-on-pay support at 97.3% suggests broad shareholder alignment with DNUT’s pay-for-performance framework; however, no FY2024 AIP payouts due to EBITDA threshold miss underscores discipline in incentive design .
RED FLAGS: Non-independence indication in the nominees table; consulting relationship with controlling shareholder; equity purchased directly from JAB plus JAB-granted options/RSUs—collectively raise conflict-of-interest optics that warrant close monitoring of committee charters, recusals, and independent oversight in strategic decisions .