Patrick Grismer

About Patrick Grismer

Patrick Grismer (age 63) is a director nominee at Krispy Kreme (DNUT) and is expected to join the Audit and Finance Committee upon election; the Board has determined he is independent under Nasdaq rules and qualifies as an “audit committee financial expert.” He previously served as EVP & CFO of Starbucks (Nov 2018–Feb 2021) and as Special Advisor to the CEO (Feb–Apr 2021), EVP & CFO of Hyatt (Mar 2016–Nov 2018), and CFO of Yum! Brands (May 2012–Feb 2016). He holds a B.S. in Accounting from USC Marshall and an MBA from Northwestern Kellogg .

Past Roles

Organization	Role	Tenure	Committees/Impact
Starbucks Coffee Company	EVP & CFO	Nov 2018–Feb 2021	Senior finance leadership for global consumer retail
Starbucks Coffee Company	Special Advisor to the CEO	Feb 2021–Apr 2021	Transition advisory role
Hyatt Hotels Corporation	EVP & CFO	Mar 2016–Nov 2018	Corporate finance oversight for a global hospitality company
Yum! Brands, Inc.	CFO; prior executive roles (~14 years total)	CFO May 2012–Feb 2016; prior roles 2000s–2012	Global QSR finance leadership and internal controls
The Walt Disney Company	VP Business Planning & Development, Disneyland Resort; CFO, Disney Vacation Club	1990–2000	Strategic planning and finance in entertainment
PricewaterhouseCoopers	Consultant	Not disclosed	Early-career finance/consulting

External Roles

Organization	Role	Tenure	Committees/Impact
Panera Brands, Inc. (private; JAB-controlled)	Director	Sep 2022–Apr 2025	Board Chair (Jun 2024–Apr 2025); Audit Committee Chair (Jul 2023–Nov 2024)

Board Governance

Committee assignments: Nominee slated for Audit & Finance Committee upon election; Board designates him as financially literate and an audit committee financial expert .
Independence: Board determined Grismer meets Nasdaq independence standards for directors and for audit/comp committees .
Board leadership: Lead Independent Director role (currently Gerhard W. Pleuhs) with defined responsibilities for executive sessions, agendas, and stakeholder consultation .
2024 activity baseline: Board met 6 times; Audit & Finance met 7; Remuneration & Nomination met 5; all directors attended ≥75% of meetings except one (health-related) and one missed a single meeting (not applicable to Grismer pre-election) .

Fixed Compensation

Component	Amount ($)	Notes
Annual cash retainer – Non‑employee Director	60,000	Policy in effect for FY2024; reimbursement of reasonable expenses
Committee member retainer	5,000	Per committee membership, annual
Audit & Finance Committee Chair retainer	75,000	Applies to chair only
Remuneration & Nomination Committee Chair retainer	70,000	Applies to chair only
Annual equity grant – standard directors (RSUs)	100,000	Vests 60% at 3 years, 20% at 4 years, 20% at 5 years
Annual equity grant – Board Chair	255,000	Same vesting cadence as standard RSUs

Note: Grismer joined as a 2025 nominee; 2024 director compensation table does not include him. Structure above reflects the standing non‑employee director program .

Performance Compensation

Directors do not receive performance‑based equity or AIP bonuses; annual director equity is time‑vesting RSUs (60%/20%/20% at years 3–5) with standard termination treatment under plan provisions .

Other Directorships & Interlocks

Item	Detail
Current public company boards (# incl. DNUT)	0 as of nomination slate summary
Notable prior board	Panera Brands (private; chair and audit chair roles)
Ownership/control context	JAB beneficially owns ~44% of DNUT; three nominees are JAB‑affiliated
Investor Rights Agreement (IRA)	Company consults with JAB on board/committee composition and strategy; JAB receives confidential reporting per IRA
Related‑party commercial ties	Keurig Dr Pepper (JAB affiliate) licenses Krispy Kreme brand; $2.4M licensing revenue FY2024

Implication: Grismer’s Panera Brands tenure creates an interlock within JAB’s ecosystem; however, DNUT identifies him as independent and places him on committees comprised solely of independent directors, mitigating governance risk from sponsor influence .

Expertise & Qualifications

Extensive CFO experience across global consumer companies (Starbucks, Hyatt, Yum!); deep technical expertise in corporate finance, reporting, and internal controls; designated audit committee financial expert .
Education: B.S. Accounting (USC Marshall), MBA (Northwestern Kellogg) .

Equity Ownership

Holder	Shares Beneficially Owned	% of Class
Patrick Grismer	— (none reported)	— (less than 1% by definition)

Insider trading policy: Prohibits directors/executives from hedging, pledging, short sales, and speculative transactions in DNUT stock .

Governance Assessment

Strengths: Independent status; audit committee financial expert designation; deep multi‑brand CFO background enhances oversight of financial reporting, controls, and capital allocation; DNUT maintains independent committees and executive sessions, with robust clawback and no excise tax gross‑ups .
Alignment: As of April 10, 2025, Grismer reported no beneficial ownership; expected annual RSU grants should begin to build alignment over time, but near‑term “skin‑in‑the‑game” is minimal .
Influence/Interlocks: Prior Panera Brands board leadership within JAB’s network plus JAB’s consultative rights via IRA warrant monitoring; committees comprised solely of independent directors and his non‑JAB employment history mitigate conflict risks .
Board effectiveness baseline: 2024 attendance and committee cadence were strong (≥75% attendance for nearly all directors; frequent audit meetings), supporting governance rigor as Grismer joins .
Shareholder signals: Say‑on‑pay approval was 97.3% in 2024, indicating broad support for DNUT’s compensation governance framework (contextual indicator of investor confidence) .

RED FLAGS to monitor

Limited personal ownership at entry (watch subsequent Form 3/4 filings and equity grant vesting to gauge alignment trajectory) .
JAB influence via IRA consultations and board composition (ensure continued independence in committee oversight and related‑party transaction reviews) .