Robert Gamgort
Keurig Dr PepperAbout Robert Gamgort
Robert “Bob” Gamgort (62) is the non-employee Chairman of the Board of Keurig Dr Pepper (KDP). He has served on KDP’s board since 2018, previously as CEO (2018–Apr 2024) and Executive Chairman (Apr 26, 2024–Apr 24, 2025). He is not an independent director under Nasdaq rules. He holds an MBA from Northwestern (Kellogg), a BA in Economics from Bucknell, and studied at the London School of Economics. Under his leadership as CEO, KDP entered the S&P 500 and Nasdaq 100. Other current public directorship: The Sherwin-Williams Company (NYSE: SHW).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Keurig Dr Pepper | Chairman of the Board (non-employee) | Apr 24, 2025–present | Board chair responsibilities; not listed on Audit or RemCo (committees comprised solely of independent directors) |
| Keurig Dr Pepper | Executive Chairman | Apr 26, 2024–Apr 24, 2025 | Strategy advisory; M&A/capital allocation; liaison to Board; presided at Board meetings |
| Keurig Dr Pepper | Chief Executive Officer & Director | 2018–Apr 26, 2024 | Led KDP to S&P 500 and Nasdaq 100 inclusion |
| Keurig Green Mountain | Chief Executive Officer | 2016 (post take-private) | Led company through integration with KDP predecessor |
| Pinnacle Foods | Chief Executive Officer | Prior to 2016 | Executive leadership in consumer products |
| Mars, Inc. | North American President | Prior | Senior leadership in CPG |
| Major League Baseball Properties | President | Prior | Sports business leadership |
| Kraft Foods / General Foods | Various leadership roles | Prior | Marketing, sales, strategy, GM roles |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| The Sherwin-Williams Company (NYSE: SHW) | Director | Current | Committee roles not disclosed here |
| National Veterinary Associates, Inc. (private) | Director | Current | Private company board |
| Wayfair Inc. (NYSE: W) | Director | Former | Former public company board |
Board Governance
- Independence: Not independent (due to executive status); seven of nine current nominees are independent. All Board committees are composed solely of independent directors.
- Committee assignments: Current committee rosters do not include Gamgort; Audit & Finance (Singer—Chair, Hickman, Van de Ven), Remuneration & Nominating (Patsley—Chair, Boston, Sandler, Whiting). A standalone Nomination & Governance Committee will be formed in 2025.
- Lead Independent Director: Pamela Patsley, appointed Dec 2024.
- Attendance: The Board met 10 times in 2024; each director attended ≥75% of applicable meetings except Paul Michaels (health reasons).
- Executive sessions: Independent and non-employee directors hold regular executive sessions, chaired by the Lead Director.
Fixed Compensation
| Component | Amount/Structure | Notes |
|---|---|---|
| Chairman of the Board Retainer (non-employee) | $200,000 annual cash | Effective Apr 24, 2025; in lieu of standard director cash retainer |
| Chairman Equity Award | $300,000 annual equity | In lieu of standard director equity award |
| Standard Director Retainer (context) | $110,000 annual cash | 2024 director program baseline |
| Committee Chair/Lead Fees (context) | Audit Chair $40,000; RemCo Chair $30,000; Lead Director $40,000 | 2024 director program |
As an executive in 2024, his base salary was $1,161,539 prior to transitioning to non-employee Chairman in 2025.
Performance Compensation
- 2024 STIP metrics (enterprise-wide) drove NEO bonuses, including for Gamgort while Executive Chairman in 2024. Payouts based on Growth (Net Sales), Profit (Adjusted Operating Income), and Cash (Free Cash Flow). Total payout multiplier: 94%.
| 2024 STIP Metric (USD mm) | Threshold | Target | Maximum | Actual | Calculated Payout | Weight |
|---|---|---|---|---|---|---|
| Net Sales (constant currency) | $14,714 | $15,653 | $16,592 | $15,310 | 85% | 30% |
| Adjusted Operating Income (constant currency; excl. STIP impact) | $3,744 | $3,983 | $4,222 | $3,952 | 95% | 60% |
| Free Cash Flow | $700 | $1,400 | $2,100 | $1,660 | 112% | 10% |
| Total Payout Multiplier | 94% | 100% |
- 2024 STIP payout to Gamgort: $1,312,404.
- 2024 LTIP stock awards (grant-date fair value): $4,239,716 in RSUs. No stock options outstanding.
- Clawback: Rule 10D‑1 compliant policy plus broader misconduct recoupment (covers time-based equity).
- Change-in-control: Double-trigger vesting; no excise tax gross-ups.
Other Directorships & Interlocks
| Company | Sector | Potential Interlock/Conflict Note |
|---|---|---|
| The Sherwin-Williams Company (SHW) | Coatings | No KDP-related transaction disclosed in proxy for Gamgort. |
| National Veterinary Associates (private) | Vet services | Private; no KDP-related disclosure. |
| Wayfair Inc. (former) | E-commerce | Former role; no current interlock disclosed. |
Related-party transactions disclosed involved JAB affiliates and Brown‑Forman (via Lawson Whiting’s employer) in ordinary course; Gamgort is not cited as a related person in these transactions.
Expertise & Qualifications
- Senior CPG leadership and M&A integration experience (Keurig GM, Pinnacle Foods, Mars, Kraft/General Foods), strategy and brand marketing, and public/private company governance; industry recognition includes BEVNET “Person of the Year.”
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (as of Apr 21, 2025) | 4,009,211 shares; <1% of outstanding. |
| Director stock ownership guideline | ≥5x annual cash board retainer. |
| Executive (historic) ownership guideline | Executive Chairman: ~15x base salary; compliance confirmed for named executives (including Gamgort) during tenure. |
| Hedging/Pledging | Hedging prohibited; pledging requires pre-clearance; pledging for speculative purposes prohibited. |
| Vested/Unvested awards (historical) | No options outstanding; held multiple RSU grants by grant date/vesting schedule while an executive. |
Employment & Contractual Provisions (historical, while Executive/Exec Chair)
| Provision | Terms |
|---|---|
| Severance (without cause / Good Reason) | CEO/Executive Chair: 2x base + target bonus over 24 months (no CIC); 3x base + target bonus lump sum if within CIC window (6 months pre–2 years post). |
| CIC vesting | Double trigger required for accelerated equity vesting. |
| Letter Agreement (Apr 5, 2022) | Required holding ≥50% of shares held as of Apr 5, 2022 through Jul 26, 2024; pro‑rata vesting upon retirement at ≥60 or termination without cause; equity continues to vest as non-employee Chairman per award terms. |
Potential payments estimate as of Dec 31, 2024 (illustrative, per proxy assumptions):
| Scenario | Severance Payments | Lump Sum 2024 STIP | Outplacement | Accelerated Equity | Total |
|---|---|---|---|---|---|
| Retirement | $0 | $1,312,404 | $0 | $7,200,854 | $8,513,258 |
| Death | $0 | $1,396,175 | $0 | $16,798,664 | $18,194,839 |
| Disability | $0 | $1,312,404 | $0 | $16,798,664 | $18,111,068 |
| Termination w/o Cause or for Good Reason | $4,792,350 | $1,312,404 | $6,300 | $7,200,854 | $13,311,908 |
| Same, following CIC | $7,188,525 | $1,312,404 | $0 | $16,798,664 | $25,299,593 |
Director Compensation (current structure vs. 2024 context)
| Year/Role | Cash | Equity | Notes |
|---|---|---|---|
| 2025 Chairman (non-employee) | $200,000 annual retainer | $300,000 annual equity | In lieu of standard director awards |
| 2024 Director program (context) | $110,000 board retainer; Lead $40k; Audit Chair $40k; RemCo Chair $30k | $175,000 annual equity; vests on 5th anniversary; accelerates at separation (pro rata if <1 year from grant) | Special committee fees paid to certain directors; not specific to Gamgort |
| 2024 Executive pay (Gamgort) | Salary $1,161,539 | RSUs $4,239,716 (grant-date FV) | STIP earned $1,312,404 |
Compensation Structure & Governance Notes
- Pay-for-performance: 2024 STIP tied to Net Sales, Adjusted Operating Income, and Free Cash Flow with clear threshold/target/max and total multiplier outcome.
- Introduction of PSUs: Beginning 2025, LTIP includes 25% PSUs (Net Sales growth and Adjusted Diluted EPS growth over three years, 0–200% payout) to align more closely with long-term performance and shareholder feedback.
- Peer group and targets: 2024 peer group maintained; 2025 updates added Brown‑Forman, Constellation Brands, J.M. Smucker, Molson Coors, Monster Beverage, Starbucks; removed Lindt, P&G, Reckitt, Unilever. Target pay positioning: cash ~50th percentile, equity ~75th, total 50th–75th.
- Say‑on‑Pay support: 85% (2024), 82% (2023), 94% (2022).
Related-Party Transactions & Conflicts
- JAB transactions: Ordinary-course commercial arrangements with JAB-affiliated brands (Peet’s, Caribou, Krispy Kreme) and a 35M share repurchase from JAB at $28.90/share ($1,011,500,000) approved by disinterested directors (Mar 5, 2024).
- Brown‑Forman ordinary-course activity considered in independence review for Lawson Whiting; amounts <1% of revenues for both companies over last three fiscal years.
- No related-party transactions disclosed for Gamgort. Hedging prohibited; pledging restricted; no excise tax gross-ups; double-trigger on CIC.
Governance Assessment
- Strengths: Clear separation of CEO and Chair (since 2024/2025), strong independent committee structure, adoption of PSUs to bolster pay-performance alignment, robust clawback and anti-hedging policies, and high historical Say‑on‑Pay support.
- Watch items: Chair is not independent (though a Lead Independent Director is empowered); continued monitoring of large‑holder (JAB) transactions, though governed under Related Person Transactions Policy with disinterested director approvals.
No director-specific red flags disclosed for Gamgort on attendance, related-party dealings, hedging/pledging, or option repricing in the latest proxy.