Oray Boston
Keurig Dr PepperAbout Oray Boston
Oray B. Boston Jr., 58, has served as an independent director of Keurig Dr Pepper since November 2022 and is the Worldwide President of TECA + Sports (Trauma, Extremities, Craniomaxillofacial, Sports and Animal Health) at DePuy Synthes, Johnson & Johnson’s Orthopaedics company, a role he has held since August 2021 . He holds a BS in Industrial Engineering from the University of Southwest Louisiana and a master’s degree from the University of Pennsylvania; KDP’s Board identifies his core credentials as brand and marketing innovation, sales and customer management, and P&L management . The Board has affirmatively determined Boston is independent under Nasdaq listing standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Johnson & Johnson (DePuy Synthes) | Worldwide President, TECA + Sports | Aug 2021–present | Leads global platform across Trauma, Extremities, CMF, Sports, Animal Health; focus on commercial growth and customer relationships |
| Johnson & Johnson (Ethicon) | President, Global Biosurgery | May 2018–Sep 2021 | Led global biosurgery franchise |
| Johnson & Johnson (Ethicon) | VP, Franchise Operations | Not disclosed | Commercial operations leadership |
| Johnson & Johnson (Office of Technology) | VP, Commercialization | Not disclosed | Technology commercialization leadership |
| Johnson & Johnson (Biosurgery) | VP, Sales & Marketing | Not disclosed | Sales and marketing leadership |
| Johnson & Johnson (OTC) | VP, Sales Strategy | Not disclosed | Retail sales strategy leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Public company boards | None | — | “Other Current Public Company Directorships: None” |
Board Governance
- Committee assignments: Member, Remuneration & Nomination Committee (RemCo); RemCo held 4 meetings in 2024 .
- Independence: Board determined Boston is independent under Nasdaq rules .
- Attendance and engagement: Board met 10 times in 2024; all current directors met at least 75% attendance threshold (exception noted for Paul Michaels due to health) .
- Board structure: Seven of nine director nominees are independent; all committees are composed solely of independent directors; Lead Independent Director role with robust responsibilities; directors subject to stock ownership guidelines of at least 5x annual cash retainer .
- Upcoming governance changes: Board plans to form a standalone Nomination & Governance Committee to increase focus on governance and director recruitment .
Fixed Compensation
| Element | Amount | Notes |
|---|---|---|
| Annual Board Cash Retainer | $110,000 | Standard director board retainer in 2024 |
| Special Committee Cash Fees | $105,000 | Additional payment for service on a special committee in 2024 |
| Total Cash Fees (2024) | $213,750 | Fees earned/paid in cash for 2024 |
| Annual Equity Award (Face Value) | $175,000 | Standard annual equity grant (RSUs) for directors |
| Annual Equity Award (Grant-Date Fair Value) | $151,733 | ASC 718 fair value; dividends not accrued prior to vesting |
| Vesting Schedule (Director RSUs) | — | Director annual RSUs vest in full on the 5th anniversary of grant; vest in full on termination, except awards granted within one year vest pro rata |
Performance Compensation
- Directors do not receive performance-based equity awards or cash incentives; annual director equity is time-vested RSUs (not PSUs) per program summary . No performance metrics are tied to director compensation were disclosed .
Other Directorships & Interlocks
| Individual | External Public Boards | Overlap/Interlocks with KDP Ecosystem |
|---|---|---|
| Oray Boston | None | None disclosed; independence affirmed; KDP notes ordinary-course dealings with Brown-Forman (Whiting’s employer) within immaterial thresholds, but no Johnson & Johnson-related transactions disclosed |
Expertise & Qualifications
- Expertise: Brand and marketing innovation; sales and customer management with key CPG retailers; P&L management; 30+ years in operations, sales, marketing across global companies .
- Qualifications cited by KDP: Consumer products experience, executive leadership, strategy and P&L .
Equity Ownership
| Holder | Beneficial Ownership (Shares) | Percent of Class | RSUs Outstanding | Notes |
|---|---|---|---|---|
| Oray Boston | — | — | 10,840 | Beneficial ownership table shows no common shares as of Apr 21, 2025; RSUs outstanding for director equity |
- Director stock ownership guidelines: At least 5x annual cash retainer; compliance status for individual directors is not disclosed in proxy .
- Hedging and pledging: Hedging is prohibited; pledging must be pre-cleared and speculative pledging is prohibited .
Governance Assessment
- Committee role and independence: Boston is an independent RemCo member, contributing to oversight of executive compensation, board size/composition, and evaluation processes—supports board effectiveness and investor alignment .
- Attendance and engagement: Met the ≥75% participation threshold in 2024; RemCo met 4 times, indicating active committee involvement .
- Compensation alignment: Director pay structure emphasizes long-term equity via 5-year vesting RSUs and ownership guidelines (≥5x retainer), aligning incentives with shareholders; Boston received $213,750 in cash (including special committee fees) and $151,733 in RSUs grant-date fair value in 2024 .
- Ownership signal: Proxy reports no beneficial share ownership for Boston as of the record date, though he holds 10,840 unvested RSUs; guidelines require meaningful equity holdings, but individual compliance is not disclosed—this may be a potential alignment gap pending vesting or other holdings not captured in the table (caution flag) .
- Conflicts/related parties: No related-party transactions involving Boston disclosed; independence affirmed; KDP discloses ordinary-course arrangements with JAB-related entities and Brown-Forman but these did not exceed 1% of either party’s revenues—low conflict risk for Boston .
- Program-level practices: Clawbacks, prohibition on hedging, double-trigger vesting on change of control, minimal perquisites, and committee independence support sound governance; occasional tax gross-ups tied to board meeting location were paid to certain directors but not to Boston (program-level watch item) .
RED FLAGS (monitor):
- Beneficial ownership for Boston reported as zero shares at the record date, while holding unvested RSUs; director ownership guidelines require 5x retainer, but compliance status is not disclosed—potential alignment shortfall pending further disclosure .
- Program-level tax gross-ups to offset adverse tax consequences for certain directors at an overseas meeting (not received by Boston), a shareholder-unfriendly practice even if limited .
Positive signals:
- Independent status; active RemCo role; strong operating and commercial background in a heavily regulated, medical-tech environment; Board moving to strengthen governance via a dedicated Nomination & Governance Committee and continued refreshment .
References
- Director biography, age, tenure, education, independence, committees:
- Director compensation program, elements and amounts:
- RSUs outstanding (director):
- Beneficial ownership table:
- Attendance and board meetings:
- Governance practices (ownership guidelines, hedging/pledging, committee independence):
- Related-party transactions context: