Gerhard Pleuhs
Lead Independent Director at DNUT
Board
About Gerhard W. Pleuhs
Gerhard W. Pleuhs (age 68) has served on Krispy Kreme’s Board since June 2022; he was appointed interim Lead Independent Director in December 2024 and Lead Independent Director in April 2025. He is a career legal and governance executive, having served as Executive Vice President, Corporate & Legal Affairs and General Counsel at Mondelēz International from 2019–2021, following his tenure as EVP & General Counsel from 2012–2019. He holds a law degree from the Christian-Albrechts-University of Kiel, Germany, and brings expertise in corporate governance, compliance, risk management, M&A execution, and activist board engagement .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Mondelēz International, Inc. (NASDAQ: MDLZ) | EVP, Corporate & Legal Affairs and General Counsel | 2019–2021 | Oversaw communications, sustainability, public/government affairs, legal, corporate secretarial, compliance, security; managed activist involvement at MDLZ board |
| Mondelēz International, Inc. (formerly Kraft Foods Inc.) | EVP & General Counsel | 2012–2019 | Led legal workstream for Kraft’s North America grocery spin-off (now Kraft Heinz); negotiated multi‑billion M&A including Cadbury |
| Kraft Foods Deutschland Holding GmbH | Supervisory Board President | 2008–2015 | Board leadership in Germany |
| Dong Suh Foods Corporation | Director | Not disclosed | International board experience (Korea) |
| JDE Peet’s N.V. (AMS: JDEP) | Director | Not disclosed | Global food retail experience |
| Keurig Dr Pepper, Inc. (NASDAQ: KDP) | Director | Not disclosed | Beverage/CPG board experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Panera Brands, Inc. | Director | Current | Board member; supports consumer/restaurant industry insights |
Board Governance
- Independence: The Board has determined Pleuhs is independent under Nasdaq rules, and he meets additional SEC/Nasdaq independence standards for both the Audit & Finance and Remuneration & Nomination committees .
- Committee assignments and leadership:
- Lead Independent Director (appointed April 2025; interim since December 2024) .
- Audit & Finance Committee member; the committee held seven meetings in 2024 .
- Remuneration & Nomination Committee member .
- Attendance: In 2024, each director attended at least 75% of Board and committee meetings during their service period, except Paul Michaels (health reasons) and Patricia Capel (missed one meeting). This implies Pleuhs met the ≥75% attendance requirement .
- Lead Independent Director responsibilities include presiding when the Chair is absent, chairing executive sessions of independent directors, liaison duties, input on agendas, availability for stakeholder consultation, and assisting with Board/management performance evaluations .
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | Notes |
|---|---|---|
| 2024 | 70,000 | Cash fees for Board/committee service; Lead Independent Director role began late-2024 (interim) then formalized in April 2025 |
Non-Employee Director Fee Structure (FY2024):
| Role | Annual Cash Retainer ($) |
|---|---|
| Board Chair | 200,000 |
| Lead Independent Director | 80,000 |
| Audit & Finance Committee Chair | 75,000 |
| Remuneration & Nomination Committee Chair | 70,000 |
| Non‑employee Directors | 60,000 |
| Additional retainer – Committee member | 5,000 |
Performance Compensation
| Year | Stock Awards ($) | Instrument | Vesting Schedule |
|---|---|---|---|
| 2024 | 100,013 | Time‑vesting RSUs | 60% on 3rd anniversary; 20% on 4th; 20% on 5th anniversary of grant date |
- Annual director equity grant values are converted to RSUs using the closing stock price on the grant date (rounded up) .
- Company policies include clawback (for executive incentive compensation) and prohibitions on hedging/pledging; directors and executive officers may not hedge or pledge company securities .
Other Directorships & Interlocks
| Company | Status | Role | Potential Interlock/Note |
|---|---|---|---|
| Panera Brands, Inc. | Current | Director | Additional restaurant/consumer board role; current public-company interlock not disclosed in DNUT proxy |
| Keurig Dr Pepper, Inc. (NASDAQ: KDP) | Prior | Director | DNUT maintains arm’s‑length licensing and beverage supply arrangements with KDP; licensing revenues from KDP were $2.4 million in FY2024 |
| JDE Peet’s N.V. (AMS: JDEP) | Prior | Director | Global food/beverage experience (no DNUT transaction disclosed) |
| Kraft Foods Deutschland Holding GmbH | Prior | Supervisory Board President | Regional governance role (no DNUT transaction disclosed) |
| Dong Suh Foods Corporation | Prior | Director | International board role (no DNUT transaction disclosed) |
Related-Party and Influence Context:
- JAB beneficially owns ~44% of DNUT and has consultative rights via an Investor Rights Agreement on Board composition, agendas, strategic transactions, and significant capex; confidential information sharing is provided to JAB under the IRA .
- DNUT maintains commercial arrangements with JAB affiliates, including KDP (licensing and beverage supply) .
Expertise & Qualifications
- Corporate governance, compliance, risk management, and board oversight expertise; experienced in managing activist investor dynamics .
- Strategic M&A execution (including Cadbury) and major corporate separation (legal lead on Kraft NA grocery spin‑off) .
- Global food/retail industry experience across multiple geographies and boards; legal credentials (law degree, Kiel) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class |
|---|---|---|
| Gerhard W. Pleuhs | — | — (less than 1%) |
- Footnotes indicate percentage calculations based on 170,657,690 shares outstanding as of April 10, 2025; “—” reflects no beneficial ownership reported for Pleuhs as of that date .
- Company policy prohibits directors and executive officers from hedging or pledging company stock .
Governance Assessment
-
Strengths:
- Lead Independent Director role reinforces independent oversight and executive session leadership; dual committee membership (Audit & Finance; Remuneration & Nomination) with independence confirmed under SEC/Nasdaq standards .
- Attendance met ≥75% requirement; Audit & Finance Committee active (7 meetings in 2024) .
- Deep governance/legal background, multi‑billion M&A, activist management experience—a positive signal for audit and risk oversight effectiveness .
-
Alignment and incentive observations:
- 2024 director pay mix: $70,000 cash and $100,013 RSUs; RSUs vest on a long schedule (3/4/5 years), supporting long‑term alignment though no performance‑based director equity metrics are disclosed .
- No beneficial ownership reported for Pleuhs as of April 10, 2025, which may be viewed as limited “skin‑in‑the‑game” relative to peers with direct holdings .
-
Conflicts and related‑party exposure:
- DNUT maintains related‑party arrangements with JAB affiliates (e.g., KDP licensing revenues $2.4M in FY2024); JAB retains consultative rights via IRA on Board composition and strategy. Pleuhs is independent and not disclosed as JAB‑affiliated, but his prior KDP board role underscores familiarity with JAB‑related ecosystem .
- Company policies require recusal for related‑party transactions and Audit & Finance Committee approval; the related‑party transaction policy is formalized .
-
RED FLAGS:
- Potential influence concentration from JAB via IRA consultative rights, alongside multiple JAB‑affiliated directors on the refreshed slate (3 of 9 nominees) .
- No disclosed personal share ownership for Pleuhs as of April 10, 2025, which may reduce perceived ownership alignment .
-
Mitigants:
- Board committees (Audit & Finance; Remuneration & Nomination) are composed solely of independent directors; hedging/pledging prohibited; clawback policy in place for incentive compensation (executives) .
- Lead Independent Director responsibilities provide structural counterbalance to controlling shareholder influence .