Juliette Hickman - Director | Keurig Dr Pepper (KDP) Executive Profile & Compensation

About Juliette Hickman

Independent director at Keurig Dr Pepper (KDP) since January 2021; age 51. Former investment analyst at Capital Group Companies (1998–2020) with global coverage and specific expertise in the beverage industry; director at Waldencast plc. Education: BA in Politics & Public Administration (Nottingham Trent University) and Postgraduate Certificate in Sustainable Business (Cambridge Institute for Sustainability Leadership). Audit & Finance Committee member; designated an “audit committee financial expert” under SEC rules.

Past Roles

Organization	Role	Tenure	Committees/Impact
Capital Group Companies	Investment Analyst	1998–2020	Global sector coverage with specific beverage industry expertise; skills in corporate strategy, valuation, M&A, financial analysis, risk assessment.

External Roles

Organization	Role	Tenure	Committees/Impact
Waldencast plc	Director	Current	Not disclosed in KDP proxy.

Board Governance

Independence: Determined independent by the Board under Nasdaq rules.
Committee assignments: Audit & Finance Committee member; the committee met 8 times in 2024. All members (including Hickman) are independent, financially literate, and deemed “audit committee financial experts.” The committee oversees financial reporting integrity, internal controls, auditor independence/performance, compliance, and cybersecurity risk.
Attendance: The Board met 10 times in 2024; all current directors met the 75% attendance threshold for Board and committee meetings (except Paul Michaels due to health reasons).
Governance refresh: The Board plans to form a standalone Nomination & Governance Committee in 2025 to increase governance focus.

Committee	Role	Meetings in 2024	Noted Oversight Areas
Audit & Finance	Member	8	Financial reporting, internal controls, compliance, auditor oversight, cybersecurity.

Fixed Compensation (Director 2024)

Component	Amount	Notes
Board Cash Retainer	$110,000	Standard annual cash retainer.
Special Committee Fee	$105,000	One-time cash payment for service on a special committee.
Total Cash Fees (2024)	$213,750	Sum of cash elements reported for Hickman.
All Other Compensation	$8,250	Tax gross-up for adverse tax consequences from a Board meeting outside the U.S.

Director fee structure (market adjustment effective 2024): Annual equity award increased by $10,000 and cash retainer by $5,000, aligning with peer practices.

Performance Compensation (Director Equity)

Equity Element	Amount/Detail	Vesting/Terms
Annual Director RSU Grant (Grant-date FV)	$151,733	ASC 718 grant-date fair value (lower than $175,000 face value due to dividend treatment before vesting).
Outstanding Unvested RSUs (12/31/2024)	20,340 units	Annual director RSUs vest in full on the 5th anniversary; if service terminates, full vesting at termination, except awards granted within 1 year vest pro rata.

Note: Director equity is time-based (RSUs) with multi-year vesting; no director performance metrics (e.g., PSU/TSR hurdles) are disclosed for directors.

Other Directorships & Interlocks

Company	Role	Potential Interlocks/Transactions with KDP
Waldencast plc	Director	No KDP related-party or commercial transactions disclosed tied to Hickman.

Independence assessment considered ordinary-course dealings only with Brown-Forman (CEO Lawson Whiting), not related to Hickman. Amounts were below 1% of either party’s consolidated revenues.

Expertise & Qualifications

Sector expertise: >20 years investing experience with specific focus on global beverages; strengths in corporate strategy, valuation, M&A, financial analysis, risk assessment.
Financial oversight: Audit & Finance Committee member; designated “audit committee financial expert,” supporting effective oversight of financial reporting, internal controls, and auditor independence.
Education: BA (Nottingham Trent University); Postgrad Certificate in Sustainable Business (CISL).

Equity Ownership

Holder	Beneficial Ownership (as of Apr 21, 2025)	Notes
Juliette Hickman	—	Beneficial ownership table lists no shares; separate from 20,340 unvested RSUs (which typically are excluded from beneficial ownership until vested/settled).

Alignment policies

Director stock ownership guideline: minimum equity holdings of 5x the annual cash board retainer.
Hedging prohibited; pledging requires pre-clearance and speculative pledging is prohibited.

Governance Assessment

Strengths
- Independence and audit rigor: Independent director; Audit & Finance Committee member and SEC-defined “audit committee financial expert,” with oversight of cybersecurity risk—positive for financial reporting integrity.
- Relevant industry/investor skill set: Two decades of beverage-focused investing and transaction analysis strengthens Board challenge on strategy, capital allocation, and M&A.
- Engagement: Served on a special committee in 2024 (earned $105,000), signaling deeper-than-routine engagement.
- Board-level governance improvements: Upcoming Nomination & Governance Committee, continuing refresh, and strong director ownership guidelines (5x retainer).
Watch items / potential red flags
- Low disclosed beneficial ownership: No beneficially owned KDP shares reported as of the 2025 record date; however, Hickman held 20,340 unvested RSUs and is subject to a 5x retainer ownership guideline. Investors may scrutinize “skin-in-the-game” until vested holdings are visible.
- Minor tax gross-up: $8,250 gross-up for a non-U.S. Board meeting—shareholder-unfriendly in principle, though limited and disclosed.
Broader investor signals
- Board & committee attendance threshold met (≥75%), with the Board meeting 10 times in 2024.
- Say-on-pay support was 85% in 2024, indicating generally constructive investor sentiment on compensation practices.
- Strong governance policies: Clawbacks, no hedging, pledge controls, double-trigger equity on change-in-control for executives, and independent compensation consulting.

Overall view: Hickman’s independence, audit expertise, and beverage-focused investor background support Board effectiveness in oversight of financial reporting and strategic capital allocation. The primary watch item is the absence of disclosed beneficial ownership as of the record date, partially mitigated by unvested RSUs and robust ownership guidelines.