Lawson Whiting
Keurig Dr PepperAbout Lawson Whiting
Lawson E. Whiting (age 56) joined the KDP Board as an independent director in April 2025; he is President and CEO of Brown‑Forman Corporation and has served on Brown‑Forman’s executive leadership team since 2013. He holds a BS in Finance from Miami University and an MBA from University of Chicago Booth, bringing deep consumer packaged goods leadership across operations, production, corporate responsibility, finance, strategy and management . The KDP Board confirmed his independence and appointed him to the Remuneration & Nomination Committee in 2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Brown‑Forman Corporation | President & CEO | Jan 2019–present | Led global operations, production, corporate responsibility; enterprise leadership |
| Brown‑Forman Corporation | EVP & COO | Pre‑2019 (prior to CEO) | Oversaw regional operations, global production, corporate responsibility |
| Brown‑Forman Corporation | Executive Leadership Team | 2013–present | Senior leadership, enterprise strategy |
| Brown‑Forman Corporation | Corporate Development, IR, Finance (Wines), Global Strategy (Jack Daniel’s), Finance (North America) | Since 1997, various roles | Strategy, finance, brand management |
| Brown‑Forman Corporation | SVP & Managing Director, Western Europe; Chief Brands Officer | Prior to CEO (dates not specified) | Led regional P&L; brand portfolio leadership |
External Roles
| Organization | Role | Tenure | Public Company Board/Committee |
|---|---|---|---|
| Brown‑Forman Corporation | President & CEO; Director | CEO since Jan 2019; director current | Board member at Brown‑Forman; no committee details disclosed |
| Keurig Dr Pepper (KDP) | Independent Director | Appointed Apr 24, 2025 | Remuneration & Nomination Committee member |
Board Governance
- Appointment and Independence: KDP recruited Whiting via an independent search; appointed effective April 24, 2025. Board determined him independent under Nasdaq standards. It considered ordinary‑course business between KDP and Brown‑Forman; amounts in each of the last three fiscal years did not exceed 1% of either company’s consolidated gross revenues .
- Committee Assignment: Member, Remuneration & Nomination Committee (RemCo), which oversees executive compensation, director nominations, human capital strategy, governance principles, and board/management evaluations. All RemCo members meet heightened independence standards; chaired by Lead Director Pam Patsley. Board plans to form a standalone Nomination & Governance Committee and refocus RemCo on compensation/talent in the coming year .
- Attendance/Engagement: KDP Board met 10 times in 2024; all directors met ≥75% attendance except Paul Michaels (health reasons). Whiting joined in April 2025, so 2024 attendance metrics do not apply to him .
- Election Results (2025): Strong support for Whiting’s election at the June 18, 2025 annual meeting.
| Director | For | Against | Abstentions | Broker Non‑Votes |
|---|---|---|---|---|
| Lawson Whiting | 1,216,680,001 | 4,456,302 | 336,147 | 25,330,686 |
Fixed Compensation (Director)
| Element | Amount/Term | Notes |
|---|---|---|
| Annual Board Cash Retainer | $110,000 | Effective fiscal 2024 program |
| Annual Equity Award (Directors) | $175,000 | RSUs; face value set by grant‑date close price |
| Committee Chair Retainers | Audit $40,000; RemCo $30,000 | Annual amounts |
| Lead Independent Director Retainer | $40,000 | Annual amount |
| Director Equity Vesting | Vests in full on 5th anniversary; pro‑rata if service <1 year at termination | Applies to director annual RSUs |
Note: Whiting did not serve in fiscal 2024; thus, no 2024 director compensation was reported for him in the proxy’s 2024 director compensation table .
Performance Compensation (Director)
| Category | Metrics | Vesting/Assessment |
|---|---|---|
| Performance‑based pay | None disclosed for non‑employee directors | KDP’s director equity grants are time‑based RSUs with five‑year vesting; no director‑level PSUs/targets disclosed |
Other Directorships & Interlocks
| Entity | Relationship | Potential Interlock/Transaction | KDP Determination |
|---|---|---|---|
| Brown‑Forman Corporation | Whiting is CEO and director | Brown‑Forman does business in the ordinary course with KDP | Amounts received by KDP or Brown‑Forman in each of the last three fiscal years did not exceed 1% of either company’s consolidated gross revenues; Board affirmed Whiting’s independence |
Expertise & Qualifications
- Executive leadership in CPG with roles spanning operations, production, corporate responsibility, finance, strategy and management; brings public company board experience and consumer products domain expertise .
- Academic credentials: BS Finance (Miami University) and MBA (Chicago Booth), contributing financial acumen and strategic oversight skills .
Equity Ownership
| Holder | Beneficial Ownership (as of Apr 21, 2025) | Percent of Class |
|---|---|---|
| Lawson Whiting | — (no shares reported) | — (less than 1%) |
- Director Stock Ownership Guidelines: Directors must hold at least 5x the annual cash retainer; vesting and holding rules align director incentives with long‑term shareholder interests .
Say‑on‑Pay & Shareholder Feedback
| Year | Say‑on‑Pay Approval (% of votes cast) |
|---|---|
| 2022 | 94% |
| 2023 | 82% |
| 2024 | 85% |
| 2025 (Meeting Results) | Votes For: 1,153,935,594; Against: 67,119,808; Abstain: 417,048; Broker Non‑Votes: 25,330,686 |
Management and RemCo added PSUs to the LTIP beginning in 2025 in response to stockholder feedback to strengthen pay‑for‑performance alignment .
Governance Assessment
- Alignment: Strong election support and formal independence determination despite ordinary‑course dealings between KDP and Brown‑Forman signal investor confidence and adequate safeguards (transactions capped below 1% of revenues; related‑party policy oversight) .
- Board Effectiveness: Placement on RemCo positions Whiting to influence executive pay design and board refresh; the Board’s plan to form a separate Nomination & Governance Committee further strengthens governance focus .
- Ownership/Commitment: Director ownership guideline (5x retainer) and prohibition on hedging; pledging requires pre‑clearance and is prohibited for speculative purposes—positive for alignment and risk control .
- Compensation Design Signals: Introduction of PSUs for executives in 2025 and robust clawback policies (Rule 10D‑1 and misconduct‑based) reflect tightening governance practices and responsiveness to investor input .
- RED FLAGS to Monitor:
- Related‑party exposure: Brown‑Forman’s commercial relationship with KDP—currently below materiality thresholds and reviewed; continue monitoring for changes in volume or terms .
- Ownership: No KDP share ownership reported for Whiting as of April 21, 2025; monitor progress toward meeting director ownership guidelines .
- Board workload limits: As a public company CEO, Whiting is limited to no more than two public company boards including KDP; current count (Brown‑Forman + KDP) complies—monitor for additions .