Joshua Charlesworth
About Joshua Charlesworth
Joshua Charlesworth, age 50, is President and CEO of Krispy Kreme, Inc. and a director since January 2024; he previously served as Global President (2022–2023), COO (2019–2023), CFO (2017–2023), and Corporate Secretary (2018–2020) . He holds a B.Sc. in Economics from the London School of Economics and is a member of the Chartered Institute of Management Accountants . Under his leadership in 2024, Krispy Kreme delivered net revenue of $1.7B with 5% organic revenue growth, Net Income of $3.8M, and Adjusted EBITDA of $193.5M, while simplifying the portfolio via the Insomnia Cookies divestiture and sharpening focus on U.S. delivered fresh daily expansion and capital-light international growth . Company pay-for-performance was enforced: the 2024 AIP paid zero due to failing the Adjusted EBITDA threshold; company TSR value of a $100 investment since the 2021 IPO stood at 57.53 at year-end 2024 versus 130.68 for the S&P Consumer Discretionary sector benchmark .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Krispy Kreme, Inc. | President & CEO | 2024–present | Led portfolio simplification (Insomnia divestiture), U.S. DFD expansion and franchise model focus; 2024 net revenue $1.7B, organic +5%, Adj. EBITDA $193.5M |
| Krispy Kreme, Inc. | Global President | 2022–2023 | Senior operating leadership prior to CEO appointment |
| Krispy Kreme, Inc. | Chief Operating Officer | 2019–2023 | Global operations oversight |
| Krispy Kreme, Inc. | Chief Financial Officer | 2017–2023 | Finance leadership through transformation and IPO era |
| Krispy Kreme, Inc. | Corporate Secretary | 2018–2020 | Governance and corporate secretarial oversight |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Mars, Incorporated | Global CFO, Mars Chocolate | 2015–2017 | Global finance leadership in CPG; prior leadership roles across Mars |
Fixed Compensation
| Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 860,000 | 944,885 | 999,039 (earned); base increased to $1,000,000 effective Jan 1, 2024 |
| Target Bonus (% of Base) | Not disclosed | Not disclosed | 100% |
| Actual AIP Bonus ($) | — | 874,000 | 0 (no payout; EBITDA threshold not met) |
| Stock Awards ($) | 500,006 | 9,425,899 | 1,000,012 |
| All Other Compensation ($) | 13,790 | 15,390 | 511,404 (incl. $494,886 Insomnia REU cash-out) |
| Total Compensation ($) | 1,373,796 | 11,260,174 | 2,510,455 |
Perquisites and benefits are minimal; typical items include cell phone ($1,200), 401(k) match ($13,800), group life insurance ($1,518), plus the one-time Insomnia REU cash-out ($494,886) tied to the divestiture .
Performance Compensation
Annual Incentive Plan (AIP) – 2024 Design and Outcomes
| Metric | Threshold | Target | Maximum | Payout Scale | 2024 Result |
|---|---|---|---|---|---|
| Net Revenue Growth | 4.0% | 6.1% | 10.0% | 75% / 100% / 120% | Above threshold (exact payout immaterial due to EBITDA gate) |
| Adjusted EBITDA Growth | 4.0% | 8.9% | 14.0% | 75% / 100% / 152% | Below threshold → gate failed; no AIP payments |
| Free Cash Flow ($) | 7.5M | 15.0M | 35.0M | 90% / 100% / 110% | Below threshold |
| CEO Target Bonus | 100% of base; payout range 0–200% | — | — | — | 0% paid |
Notes: Total AIP payout is multiplicative (capped at 200%); EBITDA threshold is a gate for any payout .
Long-Term Incentive Plan (LTIP) – Structure and 2024 Grants
| Element | Metric/Terms | Weighting | Grant/Count | Vesting |
|---|---|---|---|---|
| Performance Shares (PSUs) | ROIC (NOPAT growth / cumulative capex), Net Leverage (Net Debt / Adj. EBITDA), Landfill food waste reduction | 60% / 20% / 20% | 33,356 target shares (Apr 11, 2024 grant; $14.99 divisor) | Earn 0–200% at FYE 2026; payout after certification |
| RSUs (annual) | Time-based retention | — | 33,356 (Apr 11, 2024) | 60% on 4/11/2027; 20% on 4/11/2028; 20% on 4/11/2029 |
| Legacy RSU (CEO agreement) | One-time RSU grant at CEO appointment | — | 492,142 (Nov 1, 2023) | 100% on 11/1/2028 |
| Stock Options (NSO) | Exercise price $14.61; expiration 5/1/2031 | — | 331,461 outstanding (198,876 exercisable; 132,585 unexercisable at FY24) | 50% vest on 5/1/2025; 50% on 5/1/2026 |
Other active RSUs for Charlesworth include grants from 2021–2023 with scheduled vesting on 4/4/2025, 5/1/2025, 10/1/2025, 1/19/2026, 5/9/2026, and 11/1/2028, which may create periodic selling pressure around vest dates .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 865,070 shares; less than 1% of outstanding |
| Options (Exercisable / Unexercisable) | 198,876 / 132,585 (exercise price $14.61; exp. 5/1/2031) |
| Unvested RSUs | 811,716 total across multiple grants (2021–2024) |
| PSUs (unearned target) | 45,692 (12,336 for 2023 cycle; 33,356 for 2024 cycle) |
| Ownership Guidelines | CEO: 6x base salary; phase-in 5 years; includes unvested RSUs and earned PSUs; excludes unearned PSUs/options |
| Compliance Status | All NEOs satisfied guidelines as of Dec 29, 2024 |
| Hedging/Pledging | Prohibited for executives; no margining/short sales/pledging allowed |
Insomnia Cookies related holdings were monetized as part of the divestiture: cash payment of $1,001,330 for repurchase of 7,942 Insomnia Common Units and $494,886 for cancellation of 3,925 Insomnia REUs .
Employment Terms
| Provision | CEO Terms |
|---|---|
| Employment Agreement | At-will; sets base, AIP/LTIP eligibility, benefits, restrictive covenants; includes 492,142 RSUs vesting 11/1/2028 and Insomnia REU grant later canceled/cashed out |
| Severance (no CIC) | 24 months base salary + lump sum COBRA subsidy (~$49,616); release required |
| Change-in-Control (equity) | Double-trigger acceleration if terminated without cause/for good reason within 24 months of CIC or if awards not assumed/substituted |
| Death/Disability | Full acceleration of RSUs/NSOs; PSUs remain performance-conditioned |
| Retirement | Pro-rata vesting (age 60+ and 5 years service); none of NEOs were retirement-eligible at FY24 |
| Clawback | Expanded Oct 2, 2023 to recover erroneously awarded incentive comp post restatement (3 prior fiscal years) |
| AIP 2024 Gate/Targets | Net Revenue growth, Adj. EBITDA growth (gate), Free Cash Flow with defined thresholds/targets; CEO target 100% of base; no payout for 2024 |
Potential termination values as of 12/29/2024 (estimates):
- Cash upon termination without cause/for good reason: $3,099,233 .
- Value of stock upon death/disability: $8,506,096 .
- Value of stock upon CIC-related termination or if awards not assumed: $8,506,096 .
Board Governance
- Board Service: Director since 2024; not independent under Nasdaq; no committee assignments .
- Board Structure: Separate Chair and CEO; Lead Independent Director in place; independent-only Audit and Remuneration & Nomination Committees .
- Committee Chairs: Audit & Finance chaired by David Deno; Remuneration & Nomination chaired by Marissa Andrada .
- Attendance: Board met six times in 2024; directors generally met the 75% attendance expectation (exceptions noted for other directors) .
- Director Compensation: CEO receives no additional compensation for Board service .
Dual-role implications: CEO is a non-independent director, but the separation of Chair and CEO, presence of a Lead Independent Director, and independent-only compensation and audit committees mitigate governance concentration risks; JAB (major shareholder ~44%) holds IRA consultation rights on Board composition/strategy, which warrants monitoring for independence dynamics .
Compensation Structure Analysis
- AIP paid zero in 2024 due to failing the EBITDA gate—strong adherence to pay-for-performance, avoiding discretionary overrides .
- LTIP mix balanced 50% PSUs/50% RSUs; RSUs feature extended 5-year schedule (60/20/20) favoring retention and long-term alignment vs typical market practice .
- No excise tax gross-ups; hedging/pledging prohibited; clawback enhanced to meet new SEC standards—shareholder-friendly provisions .
- Peer group targeting 50th–75th percentile; competitive positioning disclosed vs peers for revenue/Adj. EBITDA/employees/mkt cap; committee uses independent consultant FW Cook .
Say-on-Pay & Shareholder Feedback
- 2024 Say-on-Pay approval: 97.3% support—strong shareholder endorsement of program design .
Risk Indicators & Related Party Transactions
- Related party transactions: Repurchase of Insomnia units from Charlesworth ($1,001,330) and cash-out of Insomnia REUs ($494,886) as part of divestiture; Board processes require Audit & Finance Committee approval for related party transactions .
- Hedging/pledging prohibited; clawback in place; minimal perquisites; no option repricing disclosed .
Performance & Track Record
| Metric (Company-level) | 2024 |
|---|---|
| Net Revenue ($) | 1.7B |
| Organic Revenue Growth (%) | 5% |
| Net Income ($) | 3.8M |
| Adjusted EBITDA ($) | 193.5M |
| TSR Value of $100 (since IPO to FY-end) | 57.53 (Company) vs 130.68 (Sector) |
Major 2024 strategic actions included the Insomnia Cookies divestiture, steps toward outsourcing U.S. logistics, adding national partners, and evaluating international refranchising, aligning with capital-light growth .
Investment Implications
- Incentive alignment: Zero AIP payout in 2024 shows discipline; PSUs tied to ROIC/Leverage/Waste encourage durable value creation and deleveraging, while extended RSU vesting reduces near-term selling pressure but creates periodic liquidity events at scheduled cliffs .
- Retention risk: Significant unvested RSUs (811,716) and long-dated CEO RSU tranche (492,142 vesting in 2028) support retention; severance protections are moderate (2x salary and COBRA subsidy) with double-trigger equity—balanced retention economics without shareholder-unfriendly gross-ups .
- Trading signals: Upcoming vesting dates (4/4/2025, 5/1/2025, 10/1/2025, 1/19/2026, 5/9/2026) may create episodic selling pressure; monitor Form 4s around these dates and blackout windows .
- Governance: Separate Chair/CEO and Lead Independent Director mitigate dual-role risks; however, JAB’s consultation rights via IRA and affiliated directors warrant attention to independence and strategic influence—neutral to mildly cautionary depending on future transactions .
- Execution focus: 2025–2026 PSU metrics (ROIC, leverage, waste) align with transformation priorities; successful delivery could improve earnings quality and TSR, while continued EBITDA shortfalls would again zero out AIP .