Pamela Patsley
Keurig Dr PepperAbout Pamela Patsley
Pamela “Pam” Patsley, 68, is Lead Independent Director of Keurig Dr Pepper (KDP) and has served on the KDP Board since the Company’s formation in July 2018, continuing prior service on the Dr Pepper Snapple Group board. She is the former Executive Chairman and CEO of MoneyGram International and brings extensive audit, financial control, technology, and public-company governance experience. She holds a degree in accounting from the University of Missouri.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MoneyGram International, Inc. | Executive Chairman | 2016–2018 | Led board oversight and strategic governance at a global payments firm |
| MoneyGram International, Inc. | Executive Chairman & Chief Executive Officer | 2009–2015 | CEO leadership through transformation; public-company governance |
| First Data Corporation | Senior Executive Vice President; President of First Data International | Not disclosed | Global leadership; financial control/technology depth |
| Paymentech, Inc. | President & Chief Executive Officer | Prior to First Data acquisition | CEO experience in payments; operational and audit oversight |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Texas Instruments Incorporated | Director | Not disclosed | Public-company board and governance experience |
| Hilton Grand Vacations, Inc. | Director | Not disclosed | Hospitality industry perspective |
| Payoneer Global Inc. | Director | Not disclosed | Fintech/payments expertise |
| Prior boards: ACI Worldwide, Molson Coors Brewing Company, Pegasus Solutions, Paymentech | Director (prior) | Not disclosed | Broadened capital markets and consumer experience |
Board Governance
- Independence: The Board determined Patsley is independent under Nasdaq standards. Seven of nine current director nominees are independent.
- Lead Independent Director: Appointed Lead Director effective December 2024 with robust responsibilities (liaison, preside over executive sessions, agenda input, evaluations, investor consultation).
- Committee roles:
- Remuneration & Nomination Committee (RemCo): Current Chair (2025); members are Patsley (Chair), Oray Boston, Debra Sandler, Lawson Whiting; 4 meetings held in 2024 (Michaels served as Chair throughout 2024).
- Audit & Finance Committee: Patsley served as a member until April 24, 2025; current members are Robert Singer (Chair), Juliette Hickman, Mike Van de Ven; 8 meetings held in 2024.
- Attendance: Board met 10 times in 2024; each current director attended at least 75% of Board and committee meetings (except Michaels due to health reasons).
- Executive sessions: Independent and non-employee directors meet regularly in executive sessions chaired by the Lead Director.
- Board service limits: Non-executive directors limited to four public-company boards (including KDP); Patsley currently serves on four (including KDP).
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Board Cash Retainer | $110,000 | Increased by $5,000 effective fiscal 2024 to align with market |
| Lead Director Retainer | $40,000 | Applies to Lead Independent Director responsibilities |
| RemCo Chair Retainer | $30,000 | Committee chair fee |
| Annual Equity Award (RSUs) | $175,000 | Grant value; shares determined by grant-date closing price; vests fully on 5th anniversary |
| Special Committee Fee (2024) | $140,000 | Additional cash for service as chair of special committee |
| 2024 Total (Cash + Equity) | Fees: $248,750; Stock Awards (grant-date fair value): $151,733; Total: $400,483 | RSU fair value reflects no dividend accrual pre-vesting per ASC 718 |
- Director equity awards: RSUs vest fully on the fifth anniversary; earlier termination generally results in full vest, except awards granted within one year of termination vest pro rata.
Performance Compensation
- Directors at KDP do not receive performance-based equity (no PSUs/options) or STIP; compensation is cash retainer plus time-based RSUs designed for alignment rather than performance targets.
- Hedging prohibited; pledging requires pre-clearance and is prohibited for speculative purposes.
Other Directorships & Interlocks
| Company | Sector Relationship to KDP | Potential Conflict Noted |
|---|---|---|
| Texas Instruments Incorporated | Unrelated (semiconductors) | None disclosed |
| Hilton Grand Vacations, Inc. | Unrelated (hospitality/timeshare) | None disclosed |
| Payoneer Global Inc. | Unrelated (fintech/payments) | None disclosed |
- Related party review: Board considered certain transactions for independence determinations (e.g., Brown-Forman ordinary-course business), but no conflicts were identified for Patsley.
Expertise & Qualifications
- Former CEO and Executive Chairman with extensive multinational management experience; deep audit, financial control, and technology understanding; broad public-company board and governance expertise.
- Skills Matrix and Board composition emphasize executive leadership, consumer products, strategic/M&A, finance & accounting, and governance—areas aligned with Patsley’s background.
Equity Ownership
| Metric | Value |
|---|---|
| RSUs outstanding (as of Dec 31, 2024) | 27,300 |
| Director stock ownership guideline | Minimum equity holdings equal to at least 5x annual cash retainer |
| Hedging/Pledging | Hedging prohibited; pledging requires pre-clearance; speculative pledging prohibited |
- Beneficial ownership by director (shares/%) not itemized in the cited excerpts; RSU status shown above.
Compensation Committee Analysis
- Committee composition: Patsley (Chair), Boston, Sandler, Whiting; all members meet heightened independence standards and are non-employee directors.
- Independent consultant: FW Cook engaged; assessed annually for independence; RemCo concluded no conflicts for 2024.
- Say-on-pay support: 85% (2024), 82% (2023), 94% (2022); Board added PSUs to LTIP in 2025 in response to shareholder feedback.
Governance Assessment
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Strengths
- Lead Independent Director role with clear authority enhances board oversight and investor engagement.
- Patsley’s independence, CEO experience, and financial-control expertise bolster audit and compensation oversight quality.
- All standing committees composed solely of independent directors; regular executive sessions support robust governance.
- Director ownership guideline (≥5x cash retainer) and multi-year RSU vesting drive alignment.
-
Risks and Monitoring Items
- Overboarding at limit: Patsley serves on four public-company boards (including KDP), the maximum allowed by KDP policy—monitor capacity and attendance in high-intensity periods.
- Tax gross-ups for certain director travel (meetings outside U.S.) appeared in 2024 “All Other Compensation” for some directors; not shown for Patsley but observed in program—continue scrutiny of perquisites.
- Committee leadership transitions: RemCo chair moved from Michaels (2024) to Patsley (2025); ensure continuity and policy evolution as the Board forms a standalone Nomination & Governance Committee.
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Signals supporting investor confidence
- Strong independence framework, prohibition on hedging, pre-clearance for pledging, double-trigger equity on change of control, and clawback policies exceeding minimum legal requirements.
- Board refreshment and addition of two independent directors (Van de Ven, Whiting) and plan to form a dedicated Nomination & Governance Committee.
Overall, Patsley’s leadership as Lead Director and RemCo Chair, coupled with her CEO/audit credentials and adherence to independence and ownership standards, are constructive governance signals; capacity risk from four concurrent boards should be monitored against attendance/engagement data.