Justin Whitmore
Keurig Dr PepperAbout Justin Whitmore
Justin Whitmore is President, KDP Energy (appointed January 13, 2025) and previously served as Chief Strategy Officer since March 2021, responsible for enterprise strategy, M&A, strategic partnerships and venture investments . He was 41 years old as of the 2024 proxy record date and holds a BS in Management from the University of Alabama at Birmingham and an MBA from Notre Dame’s Mendoza College of Business . Recognition includes CNN’s “Risk Takers” and listings by EatingWell, Savoy and Black Enterprise; he also serves on external boards (see External Roles below) . KDP’s 2024 STIP paid Whitmore $432,400 vs a $460,000 target, based on enterprise metrics—Net Sales ($15,310mm, 85% payout, 30% weight), Adjusted Operating Income ($3,952mm, 95% payout, 60% weight), and Free Cash Flow ($1,660mm, 112% payout, 10% weight)—for a total payout multiplier of 94% .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Tyson Foods | Executive Vice President; Chief Strategy & Sustainability Officer; roles across enterprise strategy, ventures, emerging businesses, global continuous improvement | 2017–2021 | Led strategy and transformation initiatives across multinational operations . |
| McKinsey & Company | Management Consultant | 2014–2017 | Worked extensively with leading CPGs on growth, operations and strategy . |
| Booz & Company | Management Consultant | 2011–2014 | Strategy engagements across operations and growth for industrials/CPGs . |
| Johnson Controls | Operational leadership positions | — | Progressive leadership in operations and continuous improvement . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Nutrabolt | Board of Directors | — | Sports nutrition and performance beverages governance/insight . |
| Athletic Brewing Co. | Board of Directors | — | Non-alcoholic craft beer market leadership oversight . |
| University of Notre Dame (Mendoza) | Corporate Advisory Board | — | Advises on business education and industry interface . |
Fixed Compensation
| Metric | FY 2021 | FY 2024 |
|---|---|---|
| Base Salary ($) | 575,000 | 575,000 |
| Target Bonus (% of Salary) | 80% (NEO standard) | 80% (NEO standard; exceptions do not apply to Whitmore) |
| Target Bonus ($) | 460,000 (implied from 80% on 575,000) — | 460,000 |
| Actual STIP Paid ($) | 316,228 (prorated for 2021 service) | 432,400 |
Performance Compensation
Annual LTIP and Program Design
- Annual LTIP awards are RSUs; vesting prior to 2025: 60% at 3 years, 20% at 4 years, 20% at 5 years; changed in Feb 2025 to 25% per year over 4 years for awards granted in/after 2025 .
- 2024 Annual LTIP award value for Justin Whitmore: $1,200,000 .
- PSUs added starting in 2025 to further align pay with performance .
Inducement/Elite Awards (Whitmore-specific)
- Cash sign-on bonus: $2,000,000; 100% repayable to KDP if Whitmore resigns before the second anniversary of hire (March 2023) .
- Sign-on RSUs: $2,500,000 granted March 2021; vest 25% on each of the 2nd, 3rd, 4th, and 5th anniversaries (i.e., Mar 3, 2023–2026) .
- Elite Investment Program: Personal investment commitment $3,000,000 with one-for-one Matching RSUs vesting on the fifth anniversary (Mar 3, 2026) and requiring maintenance of the full commitment .
2024 STIP Metrics and Payout
| Metric (Weight) | Threshold | Target | Maximum | Actual | Calculated Payout | Vesting/Payment |
|---|---|---|---|---|---|---|
| Net Sales (30%) | 14,714 | 15,653 | 16,592 | 15,310 | 85% | Paid Q1 2025; enterprise-only for NEOs . |
| Adjusted Operating Income (60%) | 3,744 | 3,983 | 4,222 | 3,952 | 95% | Adjusted constant currency; excludes STIP impact . |
| Free Cash Flow (10%) | 700 | 1,400 | 2,100 | 1,660 | 112% | Cash metric revised to FCF from NWC in 2023 . |
| Total Payout Multiplier (100%) | — | — | — | — | 94% | Whitmore’s STIP payout: $432,400 vs $460,000 target . |
Equity Ownership & Alignment
Outstanding Unvested Equity (as of Dec 31, 2024)
| Grant Date | Award Type (footnote) | Unvested Units (#) | Market Value ($) | Vesting Schedule |
|---|---|---|---|---|
| 3/3/2021 | RSUs vest on 5th anniversary (Elite Matching RSUs) (2) | 97,976 | 3,146,989 | 100% on Mar 3, 2026; continued employment and Elite holding requirement . |
| 3/3/2021 | RSUs 60/20/20 (4) | 15,676 | 503,513 | 60% at 3 years (Mar 2024), 20% at 4 (Mar 2025), 20% at 5 (Mar 2026) . |
| 3/3/2021 | RSUs 25% each on 2nd-5th anniversaries (5) | 40,822 | 1,311,203 | 25% on Mar 2023/2024/2025/2026 . |
| 3/2/2022 | RSUs 60/20/20 (4) | 31,081 | 998,322 | 60% at 3 years (Mar 2025), 20% at 4 (Mar 2026), 20% at 5 (Mar 2027) . |
| 3/1/2023 | RSUs 60/20/20 (4) | 35,098 | 1,127,348 | 60% at 3 years (Mar 2026), 20% at 4 (Mar 2027), 20% at 5 (Mar 2028) . |
| 3/4/2024 | RSUs 60/20/20 (4) | 41,238 | 1,324,565 | 60% at 3 years (Mar 2027), 20% at 4 (Mar 2028), 20% at 5 (Mar 2029) . |
- No outstanding stock options for any NEO as of Dec 31, 2024 (reduces near-term exercise/sale pressure) .
- Stock ownership requirements: Executive Leadership Team must hold an estimated 3–6x salary; CEO 10x, CFO 6x; separate from Elite .
- Elite Commitment Amount satisfied: Whitmore $3,000,000 (one-for-one matching RSUs; vest at 5 years) .
- Hedging prohibited; pledging requires pre-clearance and is prohibited for speculative purposes (reduces misalignment risk) .
Employment Terms
Severance and Change-in-Control Economics (Whitmore)
| Scenario | Severance Payments ($) | STIP Lump Sum ($) | Outplacement ($) | Accelerated Equity ($) | Total ($) |
|---|---|---|---|---|---|
| Termination Without Cause or Declining Non-Comparable Position | 1,552,500 | 432,400 | 6,300 | 593,289 | 2,584,489 |
| Termination Without Cause or For Good Reason Following CIC (Double Trigger) | 2,328,750 | 432,400 | — | 8,411,939 | 11,173,089 |
| Death | — | 460,000 | — | 8,411,939 | 8,871,939 |
| Disability | — | 432,400 | — | 8,411,939 | 8,844,339 |
| Retirement | — | — | — | — | — |
- Change-in-control equity vesting is double-trigger for all RSUs (including Elite Matching RSUs): requires both a CIC and qualifying termination within 24 months .
- Clawbacks: Rule 10D-1 compliant clawback for restatements (prior 3 fiscal years) plus Senior Leadership policy allowing recoupment of short- and long-term incentives (including time-based equity) for misconduct .
- Tax gross-ups: No excise tax gross-ups on change-in-control benefits .
Compensation Structure Analysis
- Mix: Significant equity via annual RSUs plus mandatory Elite participation; addition of PSUs in 2025 increases explicit pay-for-performance linkage .
- Vesting tenor: Historically lengthy five-year schedules; shifted to 4-year ratable for 2025 grants—closer to peers yet still retention focused .
- STIP design: Enterprise-only for NEOs; 2024 weighting emphasizes profit (60%), then growth (30%) and cash (10%); payout curve capped at 200% and allows qualitative normalization to avoid windfalls .
- Inducements: Material sign-on cash and RSUs in 2021 with repayment protection (reduces quit risk pre-year 2) and Elite matching RSUs contingent on sustained personal investment .
Equity Ownership & Insider Pressure – Forward View
- Key upcoming vests:
- Sign‑on RSUs: remaining 50% vests on Mar 3, 2025 and Mar 3, 2026 (~25% each of 40,822 units) .
- 2021 Annual RSUs: residual 20% tranches in Mar 2025 and Mar 2026 from 15,676 units .
- Elite Matching RSUs: 97,976 units cliff vest on Mar 3, 2026 (subject to Elite holding condition) .
- 2022–2024 Annual RSUs: multi-year vests through 2029 (60/20/20) .
- Option pressure: None (no options outstanding) .
- Hedging/Pledging guardrails: Hedging banned; pledging tightly controlled—limits leverage-driven selling .
Governance, Peer Benchmarking, and Say-on-Pay
- Independent compensation consultant; peer benchmarking historically targets between 50th and 75th percentile given leveraged pay mix and stretch goals .
- Say-on-pay proposals are held annually; governance policies stress pay-for-performance and long vesting .
- Directors’ and executives’ stock ownership guidelines reinforce alignment; Elite is obligatory at SVP+ levels .
Investment Implications
- High alignment via Elite: Whitmore’s $3,000,000 personal investment with matched RSUs vesting in 2026 drives strong retention and shareholder alignment; double-trigger CIC terms further deter short-termism .
- Near-term selling pressure is limited: No options; vest schedules are staggered with meaningful cliff in 2026 (Elite), implying potential liquidity events then but under strict ownership/anti-hedging policies .
- Pay-for-performance linkage is strengthening: 2025 introduction of PSUs and profit-heavy STIP weighting (60% AOI) increase sensitivity to financial execution; 2024 STIP outcome (94% of target) reflects balanced performance across growth, profit, cash .
- Retention risk appears moderate: Significant unvested RSUs and Elite cliff in 2026, plus severance economics that are meaningful but not outsized vs peers, suggest Whitmore’s incentives are to remain through major vesting dates .
Note: Where years are not explicitly disclosed for external roles, we present the roles as reported without inferring tenure. All figures, dates, and program terms are sourced from KDP’s DEF 14A and 8-K filings cited above.