Mike Van de Ven
Keurig Dr PepperAbout Mike Van de Ven
Mike Van de Ven, age 63, is an independent director of Keurig Dr Pepper (KDP) appointed April 24, 2025. He is an Executive Advisor and former President and Chief Operating Officer of Southwest Airlines; earlier he spent nine years at Ernst & Young as a senior audit manager. He holds a bachelor’s degree in Accounting from the University of Texas at Austin and is a licensed CPA; KDP designates him as an “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Southwest Airlines Co. | Executive Advisor | Jan 2023–present | Senior advisory capacity to management |
| Southwest Airlines Co. | President | Sep 2021–Dec 2022 | Led airline operations and customer services |
| Southwest Airlines Co. | Chief Operating Officer | May 2008–Sep 2022 | Oversaw large-scale, regulated operations; risk management and network operations |
| Southwest Airlines Co. | Various leadership roles (internal audit, FP&A, fleet planning, aircraft operations, schedule planning) | 1993–2008 | Built expertise in finance, operations, logistics |
| Ernst & Young LLP | Senior Audit Manager | ~1984–1993 | Audit leadership; financial reporting and controls |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Comerica Incorporated (NYSE: CMA) | Director | Current | Public company board experience; financial services industry |
Board Governance
- Independence: The Board determined Van de Ven is independent under Nasdaq rules. Seven of nine KDP nominees are independent; all committees are composed solely of independent directors.
- Committee assignments: Audit and Finance Committee member (joined April 24, 2025). Audit Committee met 8 times in 2024; current members are Robert Singer (Chair), Juliette Hickman, and Mike Van de Ven.
- Chair roles: Not a chair; Audit Committee chaired by Robert Singer. Lead Independent Director is Pamela Patsley.
- Attendance: The Board met 10 times in 2024; all current directors met ≥75% attendance except Paul Michaels (health reasons). Van de Ven was appointed in 2025 and not subject to 2024 attendance.
- Executive sessions and governance refresh: Regular executive sessions of independent directors; Board is forming a standalone Nomination & Governance Committee to enhance governance focus.
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Board Cash Retainer | $110,000 | Effective 2024; paid quarterly in arrears |
| Annual Equity Award (RSUs) | $175,000 | Grant-date value; vests in full on 5th anniversary; pro-rata vesting only for awards granted within 1 year of termination |
| Committee Chair Retainer (Audit) | $40,000 | Chair only; Van de Ven is not Chair |
| Committee Chair Retainer (RemCo) | $30,000 | Chair only |
| Lead Director Retainer | $40,000 | For Lead Independent Director; not applicable to Van de Ven |
| Ownership Guideline | 5x annual cash retainer | Required for directors; aligns incentives to shareholders |
| Hedging/Pledging Policy | Hedging prohibited; pledging requires pre-clearance and speculative pledging prohibited | Strengthens alignment and risk control |
Performance Compensation
| Element | Metrics | Vesting/Structure |
|---|---|---|
| Director Equity (RSUs) | None (time-based, not performance-based) | Annual RSUs to directors vest in full on the 5th anniversary of grant; accelerated or pro-rata vesting upon certain termination scenarios per program terms |
No performance metrics are tied to non-employee director compensation; the philosophy is to align director interests via significant long-term equity ownership and time-based vesting.
Other Directorships & Interlocks
| Company | Relationship to KDP | Risk/Conflict Commentary |
|---|---|---|
| Comerica Incorporated | None disclosed with KDP | No related-party transactions disclosed involving Van de Ven; independence affirmed. |
The proxy notes ordinary-course business between KDP and Brown-Forman (for Lawson Whiting), and legacy JAB-related arrangements, but does not disclose any related-party transactions tied to Van de Ven.
Expertise & Qualifications
- Audit/Finance: CPA; audit committee financial expert; prior senior audit manager at EY.
- Operations/Risk Management: Led large, complex, regulated airline operations; expertise in risk management, safety systems, logistics, and network operations.
- Corporate Governance: Broad governance experience; designated independent director; fits Board skills matrix for executive leadership, finance/accounting, and public board experience.
Equity Ownership
| Holder | Beneficial Ownership (Shares) | % of Class |
|---|---|---|
| Mike Van de Ven | — | * (<1%) |
Director stock ownership guideline requires holding equity equal to ≥5x annual cash retainer; compliance status for newly appointed directors is governed by program timing and not disclosed individually.
Insider Trades
| Item | Disclosure |
|---|---|
| Section 16(a) reporting | The proxy indicates required filings were met for the period, with one late Form 3 for an executive (Eric Gorli); no delinquent filings flagged for Van de Ven. |
Governance Assessment
- Positive signals:
- Board refresh: Addition of two independent directors (Van de Ven and Lawson Whiting) in April 2025 enhances independence and domain expertise.
- Committee quality: Audit Committee fully independent; all members designated “audit committee financial experts,” including Van de Ven.
- Alignment policies: Director ownership guideline (≥5x retainer), prohibition on hedging, controlled pledging, and minimal perquisites.
- Potential conflicts:
- None disclosed involving Van de Ven; related-party transactions noted for JAB entities and Brown-Forman are not linked to him.
- Attendance/engagement:
- Board met 10 times in 2024; independent sessions held regularly. Van de Ven’s engagement is evidenced by immediate assignment to Audit Committee upon appointment.
- Shareholder oversight:
- Prior say-on-pay support levels of 85% (2024), 82% (2023), 94% (2022) reflect constructive shareholder relations; RemCo uses independent consultant FW Cook.
- Red flags:
- None identified for Van de Ven in the proxy: no related-party transactions, no hedging, no tax gross-ups for change-of-control, double-trigger vesting for equity.