Anthony Shoemaker
Keurig Dr PepperAbout Anthony Shoemaker
Anthony Shoemaker is Chief Legal Officer, General Counsel and Corporate Secretary of Keurig Dr Pepper (KDP), serving in this role since October 2021; he previously joined KDP in April 2020 as Senior Vice President and Assistant General Counsel, leading legal for securities, governance, finance, tax, treasury and M&A . He holds a BBA in Management from Abilene Christian University and a JD from The University of Chicago Law School; age 42 in the 2025 proxy . Company performance during his tenure includes on‑algorithm growth with 2024 Operating Cash Flow up 67% and Free Cash Flow up 82% vs. 2023, plus market share gains across brands and portfolio strengthening via acquisitions/partnerships . KDP’s pay‑vs‑performance disclosure shows total shareholder return (TSR) progression for a $100 investment: 2020 $113, 2021 $133, 2022 $131, 2023 $126, alongside reported Net Income and Adjusted Operating Income metrics used in compensation analyses .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Keurig Dr Pepper | Senior Vice President & Assistant General Counsel | Apr 2020 – Sep 2021 | Led legal for securities, governance, finance, tax, treasury and M&A . |
| Keurig Dr Pepper | Chief Legal Officer, General Counsel & Secretary | Oct 2021 – Present | Principal legal officer; corporate secretary; signatory on major filings and transaction exhibits . |
| Tenet Healthcare | Vice President, Assistant General Counsel & Corporate Secretary | May 2018 – Apr 2020 | Corporate/transactional legal leadership; broad governance remit . |
| Tenet Healthcare | Various legal roles of increasing responsibility | Sep 2014 – May 2018 | Progressive legal leadership trajectory . |
| Gibson, Dunn & Crutcher LLP | Corporate Attorney | Early career | Foundational corporate legal training . |
External Roles
No public company directorships or board committee roles for Shoemaker are disclosed in KDP’s proxies; executive officer listings include him in management, not the board .
Fixed Compensation
KDP’s executive pay program comprises base salary, annual cash incentives (STIP), long‑term equity (RSUs; PSUs added in 2025), and the Elite Investment Program requiring significant personal stock ownership; individual fixed pay details for Shoemaker are not disclosed in the 2024/2025 proxies .
Performance Compensation
| Metric (Enterprise) | Threshold | Target | Maximum | Actual | Calculated Payout | Weight | Vesting/Timing |
|---|---|---|---|---|---|---|---|
| Net Sales (USD, mm) | $13,789 | $14,669 | $15,549 | $14,643 | 99% | 30% | STIP measured annually; payout determined in early 2024 . |
| Adjusted Operating Income (USD, mm) | $3,494 | $3,717 | $3,940 | $3,613 | 81% | 60% | STIP as above . |
| Free Cash Flow (USD, mm) | $2,256 | $2,400 | $2,544 | $913 | —% | 10% | STIP as above; total payout multiplier 78% for 2023 . |
- 2025 program change: PSUs added to annual LTI (25% PSU / 75% RSU). PSU vesting 0–200% based on three‑year average growth in Net Sales and Adjusted Diluted EPS, aligned to KDP’s long‑term algorithm (mid‑single‑digit Net Sales, high‑single‑digit EPS) .
Equity Ownership & Alignment
| Policy Element | Details |
|---|---|
| Stock ownership requirement (multiples of salary) | Executive Chairman: 15x; CEO: 10x; CFO: 9x; Other Executive Leadership Team (ELT): 4x . |
| Elite Investment Program | SVP+ must invest personal capital in KDP shares up to a Commitment Amount; 1:1 Matching RSUs vest at 5 years, contingent on maintaining full Commitment Amount and continued employment; forfeiture for failure to maintain shares or termination (except death, disability, certain CI/retirement/qualifying involuntary terminations) . |
| Equity grant timing & vesting | Annual grants typically in March; “half grants” in September for post‑March joins/promotions; RSUs granted 2020–2024 vest 60% at year 3, 20% at years 4 and 5; RSUs in/after 2025 vest 25% annually over 4 years . |
| Change‑in‑control (CIC) treatment | Double‑trigger accelerated vesting—requires CIC plus qualifying termination within 24 months; no single‑trigger vesting . |
| Hedging & pledging | Hedging prohibited; pledging requires Legal pre‑clearance and is prohibited for speculative purposes . |
| Ownership compliance notes | The proxy confirms ownership requirement fulfillment for certain NEOs (Cofer, Gamgort, Priyadarshi, Johnson, Whitmore); Shoemaker compliance status not disclosed . |
Insider selling pressure context:
- RSU anniversaries create potential supply around third/fourth/fifth anniversaries for 2020–2024 grants and annual anniversaries for 2025−on grants; Elite Matching RSUs cliff‑vest at 5 years, reinforcing multi‑year retention and limiting near‑term sell pressure absent policy‑required retention of 50% after‑tax shares until guidelines are met .
Employment Terms
| Plan/Provision | Coverage | Economics/Terms |
|---|---|---|
| Executive Severance Plan (non‑CIC) | Executive Chairman & CEO | 2.0x base + target bonus; salary continuation over 24 months; outplacement; subject to release and covenant compliance . |
| Executive Severance Plan (non‑CIC) | Executive Leadership Team members | 1.5x base + target bonus; salary continuation over 18 months; outplacement; subject to release and covenant compliance . |
| Executive Severance Plan (CIC window: 6 months pre to 2 years post) | Executive Chairman & CEO | Lump sum 3.0x base + target bonus . |
| Executive Severance Plan (CIC window) | Executive Leadership Team members | Lump sum 2.25x base + target bonus . |
| Equity treatment on termination | RSUs after Mar‑2023 pro‑rata vest upon qualifying involuntary termination for ELT; full vesting upon death/disability; double‑trigger CIC protection applies to RSUs and Elite . | |
| Clawback policies | Rule 10D‑1 compliant clawback for restatements (3 years look‑back); Senior Leadership Clawback allows recovery of STIP/LTIP, including time‑based equity, for misconduct . | |
| Non‑compete & covenants | Severance conditioned on compliance with Employee Confidentiality and Non‑Competition Agreement; specific durations not disclosed in proxy . |
Performance & Track Record
- 2024 company highlights: on‑algorithm top/bottom‑line delivery; Operating Cash Flow +67% and Free Cash Flow +82% YoY; market share gains in Dr Pepper, Canada Dry, Mott’s; energy/sports RTD expansion; productivity delivery; ESG progress via KDP Impact .
- Strategic transactions executed with Shoemaker as corporate secretary signatory include major financing and M&A steps (e.g., JDE Peet’s merger protocol Aug 25, 2025; preferred investment agreements Oct 27–30, 2025) .
Compensation Committee & Governance
- Remuneration & Nominating Committee (RemCo) uses FW Cook as independent consultant; targets ~50th percentile for cash, ~75th for equity, and 50th–75th for total compensation; say‑on‑pay support ~82% in 2023, ≥94% in 2022 and 2021 .
- Key practices: significant stock ownership, long vesting, double‑trigger CIC, robust clawbacks, no excise tax gross‑ups, hedging prohibition, pledging controls .
Investment Implications
- Retention risk appears contained: multi‑year RSU schedules, Elite five‑year cliff vesting and stringent stock ownership requirements increase “skin‑in‑the‑game” and reduce voluntary departure incentives; CIC terms rely on double‑trigger, limiting windfalls on transaction close .
- Insider supply windows: anticipate seasonal sell pressure around RSU vesting anniversaries (legacy 60/20/20 schedules and new 25% annual cadence) and Elite five‑year cliffs; mitigated by mandatory retention of 50% after‑tax shares until ownership guidelines are met .
- Alignment quality: hedging ban, pledging controls, clawbacks, and no CIC tax gross‑ups indicate shareholder‑friendly governance; addition of PSUs tied to Net Sales and Adjusted EPS growth further tightens pay‑for‑performance linkage .
- Execution backdrop: Legal leadership continuity since 2021 aligns with period of on‑algorithm performance and strategic portfolio actions, suggesting stable compliance and transaction execution capacity supporting long‑term value delivery .