Roger Johnson

About Roger Johnson

Roger Johnson, age 46, serves as Chief Supply Chain Officer (CSCO) of Keurig Dr Pepper (KDP), appointed in October 2022 after joining KDP in 2016; he holds B.S. and M.S. engineering degrees from Purdue University and an MBA from the University of Michigan . He leads end‑to‑end supply chain (manufacturing, procurement, logistics, warehousing, transportation, QEHS) and previously established KDP’s global operations center in Singapore, diversified brewer manufacturing across Asia, and drove brewer innovation strategies . Company performance in 2024 included approximately 4% constant currency net sales growth, 8% adjusted diluted EPS growth, operating cash flow up 67% and free cash flow up 82% year‑over‑year; cumulative TSR from a 2019 base was 124 for 2024 versus 114 for the peer group .

Past Roles

External Roles

• No public company board or external directorships disclosed for Roger Johnson in KDP’s 2025 proxy .

Fixed Compensation

Multi‑year compensation (Summary Compensation Table):

• Base salary as of Dec 31, 2024: $700,000, increased from $600,000 effective Feb 5, 2024 .
• 2024 STIP target was set at 80% of base salary for executive leadership team; Johnson’s target payout was $552,350 and actual payout $519,209 (94% enterprise multiplier) .

Performance Compensation

Short‑Term Incentive Plan (STIP) – 2024 enterprise metrics

• Johnson’s 2024 STIP target and actual: $552,350 target; $519,209 actual (reflects proration for salary/target changes during 2024) .

Long‑Term Incentive Plan (LTIP) – RSU awards and vesting

• 2025 program change: KDP added PSUs with 3‑year performance period; metrics are Net Sales growth and Adjusted Diluted EPS growth (0–200% vesting); 2025 LTIP mix for Vice Presidents and above (including Johnson): 25% PSUs / 75% RSUs .

Equity Ownership & Alignment

• Beneficial ownership: 110,984 KDP shares as of April 21, 2025; less than 1% of outstanding .
• Outstanding unvested RSUs (as of Dec 31, 2024):
  • 3/12/2020: 3,697 units; market value $118,748
  • 9/15/2020: 8,680 units; market value $278,802
  • 3/3/2021: 5,552 units; market value $178,330
  • 3/2/2022: 11,008 units; market value $353,577
  • 11/22/2022 (Elite/5‑year cliff): 71,746 units; market value $2,304,482
  • 3/1/2023: 35,098 units; market value $1,127,348
  • 3/4/2024: 41,238 units; market value $1,324,565
• 2024 RSUs vested (shares and value realized):
  • 8,328 ($242,345)
  • 19,194 ($558,545)
  • 3,698 ($108,314)
  • 8,681 ($324,235)
• Stock ownership guidelines: Other Executive Leadership Team members must hold stock equal to ~4x base salary; Johnson has fulfilled his ownership requirement. Executives must retain 50% of after‑tax shares upon vesting until meeting requirements .
• Elite Investment Program: Johnson’s Commitment Amount $3,350,000; one‑for‑one Matching RSUs vest on 5th anniversary; must maintain full Commitment Amount to vest .
• Hedging/pledging: Hedging is prohibited; pledging requires Legal pre‑clearance and is prohibited for speculative purposes .

Employment Terms

• Appointment: Named CSCO effective October 17, 2022; previously joined KDP in 2016 .

• Executive Severance Plan (applies to Executive Leadership Team):

  • Termination without Cause or declining non‑comparable position: 1.5x base pay + target bonus via salary continuation over 18 months; outplacement services .
  • Change‑in‑control (CIC) + qualifying termination: 2.25x base pay + target bonus lump sum; double‑trigger equity vesting .
  • Conditions: Execution of release; compliance with confidentiality and non‑competition obligations .

• Potential payments (as of Dec 31, 2024 assumptions):

  Scenario	Severance Payments ($)	Lump‑sum 2024 STIP ($)	Outplacement ($)	Accelerated Equity ($)	Total ($)
  Retirement	—	—	—	—	—
  Death	—	552,350	—	5,685,850	6,238,200
  Disability	—	519,209	—	5,685,850	6,205,059
  Termination w/o Cause or Declining Non‑Comparable Position	1,878,525	519,209	6,300	593,289	2,997,323
  Termination w/o Cause or For Good Reason Following CIC	2,817,787	519,209	—	5,685,850	9,022,846

• Deferred compensation: The Supplemental Savings Plan is available but only Cofer and Priyadarshi participated in 2024; Johnson is not listed as a participant .

Compensation Structure Analysis

• Mix shift: Johnson’s equity grant value dropped from $2.89m (2022) to ~$1.11m (2023) and ~$1.08m (2024), while cash elements rose with salary increase to $700k and STIP to $519k in 2024, indicating a more balanced cash/equity mix year‑over‑year .
• Equity design: Historically RSUs with lengthy vesting (five years; 60/20/20 3rd–5th anniversary for 2020–2024 grants); introduction of PSUs in 2025 adds explicit performance linkage (Net Sales and Adjusted Diluted EPS growth over three years; 25% PSU weight) .
• Clawbacks: Rule 10D‑1 compliant restatement clawback plus misconduct clawback covering short‑term and long‑term incentives; no CIC excise tax gross‑ups; double‑trigger equity vesting .
• Perquisites/tax: Limited perqs; Johnson’s 2024 All Other Compensation includes relocation, tax equalization and related tax gross‑ups tied to prior Singapore placement (e.g., $288,924 tax gross‑up) consistent with policy permitting relocation/expatriate tax support .

Equity Ownership & Alignment (Summary)

Performance & Track Record

• Execution highlights: Established KDP’s global operations center in Singapore; diversified brewer manufacturing across Asia; designed successful brewer innovation strategies (Keurig) .
• Company results during tenure: 2024 constant currency net sales growth ~4% and adjusted diluted EPS growth ~8%; operating cash flow +67% and free cash flow +82% YoY; TSR index 124 vs peer 114 for 2024, with Net Income $1,441mm and Adjusted Operating Income $3,974mm reported in the pay‑versus‑performance table .

Compensation Peer Group and Say‑on‑Pay

• 2024 peer group: AB InBev, Campbell Soup, Coca‑Cola, Danone, Diageo, Hershey, Kellanova, Kraft Heinz, Lindt, McCormick, Mondelēz, Nestlé, PepsiCo, P&G, Reckitt, Unilever .
• 2025 changes: Add Brown‑Forman, Constellation Brands, J.M. Smucker, Molson Coors, Monster Beverage, Starbucks; remove Lindt, P&G, Reckitt, Unilever .
• Say‑on‑pay approvals: 85% (2024), 82% (2023), 94% (2022) .

Investment Implications

• Alignment: Required Elite investment and ownership guidelines (met by Johnson) align executive incentives with shareholders; addition of PSUs in 2025 increases pay‑for‑performance linkage to Net Sales and EPS growth .
• Retention risk: Robust severance protections (1.5x base+bonus; 2.25x in CIC) and lengthy RSU/Elite vesting reduce near‑term departure risk; notable vesting events in 2027–2029 may create periodic liquidity windows but retention policies (historically 50% after‑tax retention until guideline met) mitigate forced selling pressure .
• Red flags: No options repricing; hedging prohibited; pledging restricted; limited tax gross‑ups only for relocation/expatriate benefits; no CIC excise tax gross‑ups—overall low governance risk profile .
• Execution leverage: Johnson’s track record in global supply chain re‑architecture and product innovation supports KDP’s margin and growth algorithm; STIP metrics (Net Sales, AOI, FCF) and PSU design directly tie his compensation to enterprise outcomes, suggesting high alignment with future value creation .