Sudhanshu Priyadarshi
Keurig Dr PepperAbout Sudhanshu Priyadarshi
Sudhanshu Priyadarshi is Chief Financial Officer and President, International at Keurig Dr Pepper (KDP), serving as CFO since November 14, 2022 and taking on President, International in November 2023; he leads Finance and IT and oversees KDP’s International segment . He previously served as CFO of Vista Outdoor (2020–2022), CFO of Flexport (2018–2019), held VP Finance roles at Walmart (2016–2018), was Global COO/Head of Strategy at Cipla, and spent 14 years at PepsiCo including CFO of Global R&D and Global Nutrition . Education includes a bachelor’s in Physics (Tilka Manjhi Bhagalpur University, India) and an MBA in Finance (University of Technology Sydney) . Company performance metrics used for executive pay include enterprise Net Sales, Adjusted Operating Income, and Free Cash Flow within KDP’s STIP; 2024 results were $15,310mm Net Sales (vs. $15,653mm target), $3,952mm Adjusted Operating Income (vs. $3,983mm target), and $1,660mm Free Cash Flow (vs. $1,400mm target), resulting in a 94% payout multiplier . KDP’s pay-versus-performance TSR framework shows a cumulative $100 investment valued at $126 in 2023 and $124 in 2024, and the program ties equity to long vesting and, beginning in 2025, performance share units (PSUs) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Vista Outdoor (NYSE: VSTO) | Chief Financial Officer | 2020–2022 | Led all financial management and strategic planning . |
| Flexport | Chief Financial Officer | 2018–2019 | Led financial operations, global real estate and Insurance P&L . |
| Walmart | VP Finance (U.S. eCommerce); VP Finance & Strategy (U.S. General Merchandise & Softline) | 2016–2018 | Drove finance for high-growth eCommerce; strategy for $100B division . |
| Cipla | Global COO; Global Head of Corporate Strategy & Development | Not disclosed | Operated global pharma business operations and strategy . |
| PepsiCo | Multiple roles incl. CFO Global R&D and Global Nutrition | 14 years | Global finance/execution across R&D and nutrition platforms . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Wabash (NYSE: WNC) | Director | Current | Serves on Board of Directors . |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | $114,423 | $850,000 | $895,192 |
| Target Bonus (% of Base) | 80% (offer letter) | 80% (NEOs, enterprise STIP) | 80% (NEOs, enterprise STIP) |
| Actual Bonus Paid ($) | $84,059 | $530,400 | $673,204 |
- Base salary adjustments: increased to $900,000 effective Feb 5, 2024 and to $1,000,000 in Feb 2025 given expanded responsibilities and strong performance .
Performance Compensation
Annual and Special Equity Awards (RSUs/Matching RSUs)
| Grant Type | Grant Date | Shares (#) | Grant-Date Fair Value ($) | Vesting |
|---|---|---|---|---|
| Annual RSU | 3/1/2023 | 64,347 | $2,144,042 | 60% on 3rd anniv., 20% on 4th, 20% on 5th . |
| Sign-on RSU | 11/22/2022 | 78,268 | $2,791,037 | 67% on 11/22/2023; 33% on 11/22/2024 . |
| Elite Matching RSU (Elite) | 11/22/2022 | 130,447 | $4,651,740 | Cliff on 5th anniversary (11/22/2027), subject to ownership . |
| Annual RSU | 3/4/2024 | 85,911 | $2,255,164 | 60% on 3/4/2027; 20% on 3/4/2028; 20% on 3/4/2029 . |
| Elite Matching RSU (Elite) | 3/4/2024 | 103,093 | $2,601,036 | Cliff on 3/4/2029; ownership/vesting conditions . |
- Program design: RSUs granted 2020–2024 vest 60/20/20 over years 3–5; from 2025, RSUs vest 25% annually over 4 years; PSUs added in 2025 to more closely align pay with performance .
STIP Metrics and Payout (Enterprise, NEOs)
| Metric (USD mm except %) | Threshold | Target | Maximum | Actual | Weight | Calculated Payout |
|---|---|---|---|---|---|---|
| Net Sales | $14,714 | $15,653 | $16,592 | $15,310 | 30% | 85% |
| Adjusted Operating Income | $3,744 | $3,983 | $4,222 | $3,952 | 60% | 95% |
| Free Cash Flow | $700 | $1,400 | $2,100 | $1,660 | 10% | 112% |
| Total Payout Multiplier | — | — | — | — | 100% | 94% |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 234,398 common shares; less than 1% of class (as of April 21, 2025) . |
| Stock Ownership Requirements | Participation in “Elite Investment Program” requiring substantial personal investment and 5-year holding; one-for-one Matching RSUs . |
| Elite Investments | Elected $5,000,000 Elite investment in Nov 2022 (matching RSUs granted); required additional Elite investment with $3,000,000 matching RSUs approved in Mar 2024; has until Mar 2025 to fulfill new commitment . |
| Outstanding Unvested RSUs (12/31/2024) | 130,447 (Elite 11/22/2022); 64,347 (3/1/2023 annual); 85,911 (3/4/2024 annual); 103,093 (3/4/2024 Elite matching) . |
| Hedging/Pledging | Hedging prohibited; pledging requires Legal pre-clearance and is prohibited for speculative purposes . |
| Ownership Guidelines Compliance | Elite program mandates continuous ownership through vesting; additional 2024 Elite commitment indicates ongoing build; no pledging disclosed . |
Employment Terms
| Term | Detail |
|---|---|
| Appointment | Appointed CFO effective Nov 14, 2022 . |
| Offer Letter Economics | Base salary $850,000; target bonus 80% of base; eligible for annual LTIP target $2,200,000; sign-on RSUs $3,000,000 (67%/33% vest) and cash sign-on $3,850,000 . |
| Role Expansion | Role expanded to President, International in Nov 2023; leads Finance and IT; responsible for International segment . |
| Severance (Executive Severance Plan) | ELT member: 1.5x base + target bonus, paid over 18 months, if terminated without Cause or decline non-comparable position; CEO/Executive Chairman 2.0x . |
| Change-in-Control (CIC) | ELT member: 2.25x base + target bonus, lump sum, for qualifying termination within 6 months before or 2 years after CIC; CEO/Executive Chairman 3.0x . |
| Equity Treatment | Double-trigger equity vesting upon CIC; RSUs granted Mar 2023 or later vest pro rata upon “Qualifying Termination”; full vest on death/disability . |
| Clawbacks | Rule 10D-1 Clawback (3-year restatement recovery) plus Senior Leadership Clawback for misconduct (includes time-based equity) . |
| Insider Policy | Hedging prohibited; pledging requires pre-clearance; speculative pledging prohibited . |
Compensation Structure Analysis
- Year-over-year cash vs equity mix: 2023 stock awards $2.03mm and bonus $0.53mm vs 2024 stock awards $4.86mm and bonus $0.67mm; equity’s share increased alongside added Elite matching and annual RSUs .
- Shift toward PSUs: PSUs added to LTIP in 2025 to align pay with performance and peer norms; RSU vesting moved to 4-year ratable schedule starting 2025 .
- Guaranteed vs at-risk: Elite requires substantial personal investment and 5-year hold for Matching RSUs (high at-risk component and retention); STIP payout scaled 0–200% based on objective metrics .
- Ownership alignment: Additional Elite commitment in 2024 increases skin-in-the-game; beneficial ownership less than 1%, but Elite matching RSUs and unvested RSUs are significant .
Say-on-Pay & Peer Benchmarking
- Say-on-Pay approvals: ~85% in 2024, 82% in 2023, 94% in 2022; addition of PSUs in 2025 partly reflects investor feedback .
- Compensation peer group: 2024 peer group maintained; for 2025, peers updated—added Brown‑Forman, Constellation Brands, J.M. Smucker, Molson Coors, Monster Beverage, Starbucks; removed Lindt, P&G, Reckitt, Unilever; targeting 50th–75th percentile for total comp .
- Independent consultant: FW Cook engaged, assessed independent; RemCo makes decisions with Board oversight .
Performance & Track Record
- STIP results: 2024 enterprise results yielded 94% payout based on Net Sales, Adjusted Operating Income, and Free Cash Flow performance vs plan .
- TSR: Pay-versus-performance TSR shows $100 initial investment valued at $126 (2023) and $124 (2024), with peer-weighted TSR $114 (2023) and $114 (2024) .
- Transactions: Signed underwriting agreement exhibits for capital markets transactions as CFO (e.g., February 28, 2025 filing with underwriter countersignatures) .
Equity Ownership & Vesting Calendar (Selected)
| Award | Next Vesting Milestones |
|---|---|
| 11/22/2022 Elite Matching RSUs (130,447) | Cliff vest 11/22/2027, subject to ownership/conditions . |
| 3/1/2023 Annual RSUs (64,347) | 60% on 3/1/2026; 20% on 3/1/2027; 20% on 3/1/2028 . |
| 3/4/2024 Annual RSUs (85,911) | 60% on 3/4/2027; 20% on 3/4/2028; 20% on 3/4/2029 . |
| 3/4/2024 Elite Matching RSUs (103,093) | Cliff vest 3/4/2029, subject to ownership/conditions . |
Risk Indicators & Red Flags
- Hedging/pledging: Hedging prohibited; pledging restricted and prohibited for speculative purposes—low misalignment risk .
- Clawbacks: Dual clawbacks reduce restatement/misconduct risk .
- Related-party transactions: None disclosed in CFO appointment (no family relationships; no Item 404 related-party transactions) .
- Severance economics: CIC multiple at 2.25x (ELT) is within common market ranges; double-trigger equity mitigates windfall risk .
Equity Ownership & Alignment (Quantitative)
| Measure | Value |
|---|---|
| Beneficial Ownership (shares) | 234,398; less than 1% . |
| Unvested RSUs (12/31/2024) | 130,447; 64,347; 85,911; 103,093 . |
| Elite Commitments | $5,000,000 (Nov 2022 grant); $3,000,000 additional matching approved Mar 2024 (commitment due by Mar 2025) . |
Employment Terms (Quantitative)
| Component | CFO Offer Terms |
|---|---|
| Base Salary | $850,000 |
| Target Bonus | 80% of base |
| Annual LTIP Target | $2,200,000 |
| Sign-on RSUs | $3,000,000 (67%/33% vest at 12/24 months) |
| Sign-on Cash | $3,850,000 |
| Severance (Non-CIC) | 1.5x base + target bonus (ELT) over 18 months |
| Severance (CIC) | 2.25x base + target bonus (ELT) lump sum |
| Equity Acceleration | Double-trigger upon CIC; pro-rata RSU vesting for qualifying termination (Mar 2023+ grants) |
Investment Implications
- Alignment/Retention: Large Elite commitments (personal share purchases with five-year matching RSUs) and multi-year RSU vesting create strong retention and alignment; near-term insider selling pressure is structurally limited to tax withholding around vest dates rather than discretionary sales .
- Pay-for-Performance Tightening: Addition of PSUs in 2025 and shift to four-year ratable RSU vesting (from back-weighted 60/20/20) increase performance sensitivity and market comparability; watch PSU metrics once disclosed (TSR and/or financial KPIs) .
- Severance/CIC Risk: Double-trigger equity and 2.25x CIC cash multiple balance protection with governance; limited gross-ups and strong clawbacks reduce shareholder-unfriendly features .
- Monitoring Signals: Track fulfillment of the 2024 Elite commitment by March 2025 and upcoming vest dates (2026–2029) for potential withholding transactions; monitor future proxies for PSU targets/weightings and any changes to STIP metrics/weights .
- Say-on-Pay & Peer Moves: Solid say-on-pay support and peer group updates (adding high-growth beverage peers like Monster and Starbucks) suggest continued benchmarking pressure; compensation targeting at the 50th–75th percentile implies potential upward adjustments for strong performance and expanded remit .
Note: We attempted to retrieve recent Form 4 transactions for insider selling/withholding patterns but were unable to access the insider-trades endpoint during this session; use future Form 4 monitoring to quantify selling pressure dynamics.