Patricia Capel
Director at DNUT
Board
About Patricia Capel
Senior Partner at JAB Holding Company; age 52; current DNUT director since June 2024 (previously served April 2021–September 2022). 25 years at AB InBev/Ambev in leadership roles (including VP Finance and VP Global People) across the U.S., Russia, Latin America, Belgium, and Canada; earlier roles at PwC and Cargill Agricola. Education: B.S. in Business Administration (Universidade de São Paulo) and MBA (Business School São Paulo) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AB InBev / Ambev | Multiple leadership roles including VP Finance and VP Global People; led commercial ops in Chile, Bolivia, Paraguay | 25 years | Global finance and people leadership; multi-country operating experience |
| PricewaterhouseCoopers LLC | Professional (finance) | Not disclosed | Early-career finance experience |
| Cargill Agricola | Professional (operations/agribusiness) | Not disclosed | Early-career operating experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| JAB Holding Company | Senior Partner | Partner since 2021; Senior Partner currently | Affiliated with DNUT’s largest shareholder |
| JDE Peet’s N.V. (AMS:JDEP) | Director | Not disclosed | JAB-controlled company |
| Panera Brands, Inc. | Director | Not disclosed | JAB-controlled company |
| Other JAB-controlled companies | Director | Not disclosed | Additional JAB board roles |
Board Governance
- Independence: Not identified as independent; nominee slate flags three directors affiliated with JAB, which owns ~43.9–44% of DNUT’s common stock .
- Committee assignments: None currently; “N/A” in nominee biography; DNUT’s Audit & Finance and Remuneration & Nomination committees are composed solely of independent directors, which explains non-assignment for affiliated directors .
- Attendance and engagement: Board met six times in 2024; Capel was “unable to attend one of the three Board meetings held in 2024 during her tenure” (she rejoined mid-year). All directors serving at the time attended the 2024 annual meeting .
- Board seat limits: Directors limited to serving on no more than four public company boards (including DNUT) .
- Public-board count: Capel listed with “# of public co. boards (incl. KKI): 2” .
Fixed Compensation
| Director | Year | Fees Earned or Paid in Cash ($) | Committee/Chair Fees ($) | Total Cash ($) |
|---|---|---|---|---|
| Patricia Capel | 2024 | 30,000 | 0 (no committee roles) | 30,000 |
Director fee schedule (FY2024 program design):
- Annual cash retainer: Non-employee directors $60,000; Lead Independent Director $80,000; Audit & Finance Chair $75,000; Remuneration & Nomination Chair $70,000; Board Chair $200,000; Committee members $5,000 .
Performance Compensation
| Component | Annual Grant Value ($) | Vesting | Notes |
|---|---|---|---|
| Time-vesting RSUs (standard for non-employee directors) | 100,000 (other directors); 255,000 (Chair) | 60% at 3rd anniversary; 20% at 4th; 20% at 5th anniversary | Equity treatment upon director termination generally per “Equity Treatment Upon Termination Scenarios” (not detailed in proxy section excerpt) |
| Patricia Capel 2024 stock awards | 0 (joined after annual grants) | N/A | No options or PSUs disclosed for directors; DNUT director equity is time-based RSUs, not performance-based |
DNUT does not disclose performance metrics tied to non-employee director compensation; the program uses time-based RSUs only (no director PSUs/TSR targets) .
Other Directorships & Interlocks
| Connection | Detail | Potential Investor Implication |
|---|---|---|
| JAB affiliation | Senior Partner; JAB Indulgence B.V. beneficially owns 74,885,435 DNUT shares (43.9%) | Significant influence over DNUT; board consultation rights via Investor Rights Agreement (IRA) |
| IRA information & consultation rights | DNUT provides JAB monthly and quarterly financials; consults with JAB on board composition, committee agendas, strategic transactions, significant capex (subject to Board’s authority) | Heightened control risk and information asymmetry concerns; potential conflicts for JAB-affiliated directors |
| JAB-related commercial arrangement | Keurig Dr Pepper (KDP) licenses DNUT trademark and supplies beverages; licensing revenue $2.4 million in FY2024 | Related-party exposure; oversight mitigated by related-party policy and Audit Committee approval process |
Expertise & Qualifications
- Consumer products, global operations, finance, and human capital leadership; multi-region commercial leadership; finance and HR executive experience .
- Education and executive-level credentials suited to DNUT’s omni-channel consumer model; board prioritizes these skillsets (finance/accounting, retail/digital/operational innovation, corporate governance, risk) .
Equity Ownership
| Name | Beneficial Ownership (shares) | % of Class |
|---|---|---|
| Patricia Capel | 6,334 | <1% (based on 170,657,690 shares outstanding) |
- Vested vs. unvested: Not disclosed for Capel; director RSU awards in 2024 were not granted to her due to timing, so no unvested director RSUs reported for 2024 .
- Pledging/hedging: No pledging by Capel disclosed; proxy highlights hedging prohibition for executive officers; no director-specific hedging policy excerpted in the cited sections .
- Ownership guidelines: Executive ownership requirements disclosed; director-specific ownership guidelines not disclosed in the cited sections .
Governance Assessment
- Independence and committee eligibility: Capel is not classified as independent and thus is not seated on either the Audit & Finance or Remuneration & Nomination committees, which are restricted to independent directors. That limits direct influence on audit, pay, and nominations oversight, but reflects sound committee independence safeguards .
- Attendance signal: She missed one of three Board meetings during her 2024 tenure; while the proxy emphasizes majority attendance for directors, the miss is a minor engagement blemish to monitor if repeated .
- Ownership alignment: Modest personal stake (6,334 shares, <1%) and lack of 2024 director equity grant due to timing reduce near-term “skin in the game,” though future annual RSU grants should increase alignment .
- Conflicts risk: Material affiliation with JAB and IRA consultation rights create potential conflict vectors (board composition, strategy, capex) and related-party exposure (e.g., KDP licensing). DNUT maintains a Related Party Transactions Policy with Audit Committee approval/recusal to mitigate, but investors should weigh JAB’s influence when assessing board independence and strategic decisions .
RED FLAGS to monitor
- JAB control/influence: 43.9% beneficial ownership and IRA consultation rights over board composition and strategy .
- Non-independence: Affiliation precludes committee service on key oversight committees .
- Attendance: One missed meeting out of three in 2024 tenure window .
- Related-party exposure: KDP licensing and other JAB-linked arrangements, though governed by policy/recusals .