Mary Beth DeNooyer
Keurig Dr PepperAbout Mary Beth DeNooyer
Chief Human Resources Officer at Keurig Dr Pepper (KDP) since July 2019; age 54; nearly 30 years in food & beverage HR leadership. Education: MS Industrial & Labor Relations (Cornell University), BS Business Administration (Drexel University) . KDP’s performance framework during her tenure emphasizes enterprise metrics tied to pay, including net sales growth, adjusted EPS, adjusted operating income, and free cash flow, with strong 2024 delivery and evolving governance and pay practices .
| Performance Metric | 2020 Base | 2024 Outcome |
|---|---|---|
| Cumulative TSR (initial $100 from 12/31/2019) | $100 | $124 |
| Net Sales (constant currency growth) | — | 3.9% |
| Adjusted Diluted EPS (constant currency growth) | — | 7.8% |
| Adjusted Operating Income ($mm) | — | $3,974 |
| Free Cash Flow ($mm) | — | $1,660 |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Pinnacle Foods | Chief Human Resources Officer | ~6 years | Led HR for a public CPG; designed/implemented programs to support scale |
| Hillshire Brands | Chief Human Resources Officer | N/A | Senior HR leadership at public CPG |
| Sara Lee | Key HR roles | N/A | Progressive HR leadership in multi-category food |
| Pepsi Bottling Group | Progressive HR leadership roles | >10 years | Large-scale talent and labor relations in beverages |
| General Mills | Early career | N/A | Foundation in HR/business processes |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No external board/service roles disclosed |
Fixed Compensation
| Component | Detail |
|---|---|
| Base Salary (2019) | $500,000 |
| Sign-on Bonus (2019) | $2,000,000; repayment obligation if departure <3 years (100% <1yr, 66.7% 1–2yrs, 33.3% 2–3yrs) |
| Target STIP Bonus % (2019) | 70% of base salary (“Good” target) |
| Actual STIP Paid (2019) | $154,451 |
| Perquisites (2019) | Relocation assistance $12,253 (includes tax gross-up per policy) |
Performance Compensation
| Program | Metric | Weight | Threshold | Target | Max | Actual Result | Payout Formula/Result |
|---|---|---|---|---|---|---|---|
| STIP (2024 enterprise design applicable to executive leadership) | Net Sales (constant currency) | 30% | $14,714mm | $15,653mm | $16,592mm | $15,310mm | 85% payout |
| Adjusted Operating Income (constant currency, excl. STIP impact) | 60% | $3,744mm | $3,983mm | $4,222mm | $3,952mm | 95% payout | |
| Free Cash Flow | 10% | $700mm | $1,400mm | $2,100mm | $1,660mm | 112% payout | |
| Aggregate STIP (2024) | Weighted total | 100% | — | — | — | — | 94% total payout multiplier |
| Equity Awards | Grant Date | Type | Shares/Value | Vesting | Notes |
|---|---|---|---|---|---|
| Annual RSU (2019) | 9/13/2019 | RSU | 14,520 ($400,026) | 5-year cliff | Annual pro-rated LTI |
| Elite Matching RSU (2019) | 9/13/2019 | Matching RSU | 108,893 ($3,000,002) | 5-year cliff | Matched to Elite investment; forfeiture if minimum commitment not maintained |
| Program Design (current) | Detail |
|---|---|
| Annual RSU Vesting (2020–2024 grants) | 60% at year 3, 20% at year 4, 20% at year 5 |
| Annual RSU Vesting (2025+) | 25% annually over 4 years (1–4) |
| PSU Program (introduced 2025) | 25% of annual LTIP in PSUs; 3-year cliff; 0–200% payout; metrics: Net Sales growth and Adjusted Diluted EPS growth (constant currency) aligned to mid/high single digits |
Equity Ownership & Alignment
- Elite Investment Program: Required significant personal stock purchase with one-for-one Matching RSUs (5-year cliff; forfeiture if minimum commitment not maintained), designed to enforce long holding and alignment .
- Stock Ownership Guidelines: Executive Leadership Team minimum ownership ~4× salary; expected compliance within one year of first Matching RSU grant (unvested awards excluded; 50% after-tax hold until met) .
- Hedging/Pledging: Hedging prohibited; pledging requires pre-clearance and is prohibited for speculative purposes .
- No options outstanding disclosed for executives; equity mix focused on RSUs/PSUs; options repricing prohibited .
Employment Terms
| Provision | Terms |
|---|---|
| Severance Plan – Executive Leadership Team | 1.5× base pay + target bonus via salary continuation over 18 months upon termination without Cause or declining non-comparable role; outplacement; release required; compliance with confidentiality/non-compete agreements required |
| Change-in-Control (CIC) Severance | Lump sum 2.25× base pay + target bonus if terminated without Cause or for Good Reason within 6 months before to 2 years after CIC |
| Equity Treatment – CIC | Double-trigger acceleration: RSUs/Matching RSUs vest only upon qualifying termination in connection with CIC |
| Equity – Death/Disability | RSUs vest in full |
| Equity – Retirement/Qualifying Termination | Pro-rata vesting for RSUs granted March 2023 or later upon qualifying termination; pro-rata at retirement (generally age 60+ and 5+ years) |
| Clawbacks | Rule 10D-1 compliant recoupment for restatements (prior 3 years), plus Senior Leadership Clawback permitting recovery of short/long-term incentives (including time-based equity) for misconduct |
| Tax Gross-ups | No excise tax gross-ups for CIC; limited gross-ups for certain relocation/expatriate benefits per policy |
Compensation Committee, Peer Group, and Say-on-Pay
- Committee/Consultant: Remuneration & Nomination Committee with independent consultant FW Cook; targets typically 50th percentile cash, 75th percentile equity, 50th–75th total compensation .
- Peer Group: 2024 peers included major beverages/CPG; 2025 updates added Brown-Forman, Constellation Brands, J.M. Smucker, Molson Coors, Monster Beverage, Starbucks; removed Lindt, P&G, Reckitt, Unilever .
- Say-on-Pay Results: Approval rates ~85% (2024), 82% (2023), 94% (2022) .
Track Record, Value Creation, and Execution Risk
- 2024 delivery: constant currency net sales +3.9%, adjusted diluted EPS +7.8%, adjusted operating income $3,974mm, free cash flow $1,660mm (+82% y/y), with enterprise STIP based fully on company-wide growth/profit/cash .
- Governance and pay alignment strengthening: added PSUs (2025), long vesting, Elite ownership enforcement, double-trigger CIC protection, expanded board independence and governance committee formation .
Risk Indicators & Red Flags
- Positive: Double-trigger CIC vesting, robust clawbacks, hedging ban, minimal perqs, strong stock ownership requirements .
- Watch items: Relocation tax gross-ups permissible under policy (evidenced historically), though no CIC tax gross-ups; ensure pledging pre-clearance adherence .
Compensation & Ownership History (Mary Beth DeNooyer – 2019 disclosure)
| Year | Salary ($) | Bonus ($) | Stock Awards ($) | Non-Equity Incentive ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2019 | 221,154 | 2,000,000 | 3,400,028 | 154,451 | 12,253 | 5,787,886 |
| 2019 Grants | RSUs (#/$) | Matching RSUs (#/$) | Vesting | Elite Notes |
|---|---|---|---|---|
| 9/13/2019 | 14,520 / $400,026 | 108,893 / $3,000,002 | 5-year cliff | Matching RSUs require maintaining Elite stock commitment; forfeiture if minimum not maintained |
| 2019 STIP Design | Target % of Salary | Metrics | Notes |
|---|---|---|---|
| Mary Beth DeNooyer | 70% | Net Sales, Adjusted Operating Income, Net Working Capital improvement vs PY; payout matrix; zero payout if profit “Unacceptable” | Enterprise-oriented scorecard; payout multiples by metric tier |
| Potential Payments (2019 illustrative) | Severance (No CIC) | CIC Severance | Bonus Payment (Illustrative) | Equity (Acceleration) | Total (Scenario) |
|---|---|---|---|---|---|
| Mary Beth DeNooyer | $1,275,000 | $1,275,000 | $154,451 | $3,572,806 | Up to $5,002,257 |
Investment Implications
- Alignment: Elite mandatory investment and long-vesting RSUs/PSUs create strong ownership alignment and dampen near-term selling, reducing insider selling pressure outside scheduled vesting. Hedging prohibition and pledging restrictions further support alignment .
- Pay-for-performance: Enterprise STIP linked to Net Sales, Adjusted Operating Income, and Free Cash Flow, with 2024 payout at 94%—suggests balanced, conservative incentive delivery amid on-algorithm growth . Addition of PSUs elevates multi-year performance linkage (Net Sales and Adjusted EPS growth) .
- Retention risk: Executive Leadership Team severance at 1.5× salary+bonus (and 2.25× under CIC) plus pro-rata vesting on qualifying terminations for newer RSUs mitigate abrupt exits; long vesting and Elite forfeiture risks reinforce retention .
- Trading signals: Large Elite Matching RSUs and long vesting schedules imply potential Form 4 activity around vest dates; however, hedging bans and double-trigger CIC provisions reduce opportunistic timing. Monitor future PSUs and vesting calendars for event-driven supply .