Gerhard Pleuhs

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

External Roles

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

Non-Employee Director Fee Structure (FY2024):

Performance Compensation

• 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

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

• 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 .