Timothy Cofer - Chief Executive Officer | Keurig Dr Pepper (KDP) Executive Profile & Compensation

About Timothy Cofer

Timothy “Tim” Cofer, 56, has served as CEO of Keurig Dr Pepper (KDP) and a director since April 26, 2024; he previously joined KDP as COO on November 6, 2023. He holds an MBA from the University of Minnesota and a BA from St. Olaf College, and brings 30+ years of global CPG leadership, including CEO of Central Garden & Pet (2019–2023) and EVP/Chief Growth Officer at Mondelēz, where he led strategy and major integrations (e.g., Kraft–Cadbury) . Under KDP’s 2024 performance, the company delivered ~4% constant-currency net sales growth and 8% adjusted diluted EPS growth; KDP’s TSR value-of-$100 index for 2024 was $124, contextualizing shareholder return during his early tenure .

Past Roles

Organization	Role	Years	Strategic impact
Central Garden & Pet (Nasdaq: CENT/CENTA)	Chief Executive Officer; Board member	Oct 2019 – Sept 2023	Oversaw multi-year period of double-digit revenue and profit growth and a series of strategic acquisitions .
Mondelēz International / Kraft Foods	EVP & Chief Growth Officer; President of APMEA; President Europe; President Kraft Pizza; President Oscar Mayer	1990s–2019	Architect of Mondelēz growth strategy; led global Kraft–Cadbury integration delivering strategic/financial objectives; extensive manufacturing/DSD leadership .

External Roles

Organization	Role	Years	Notes
Central Garden & Pet	Director	2019–2023	Prior public board; no current public company directorships disclosed .

Fixed Compensation

Item	2024	2025 (as of Feb)
Base Salary	$1,250,000 effective Apr 26, 2024 (was $1,150,000 as COO before promotion)	$1,350,000 approved Feb 2025
Target Annual Bonus (STIP)	150% of base as CEO (125% while COO before Apr 26, 2024)	150% of base (per letter and program)
Perquisites (illustrative)	2024 relocation/temporary housing and commuting aircraft related to relocation; includes $135,853 relocation tax gross-up per SEC rules; company 401(k) contributions	Minimal perquisites policy; no excise tax gross-ups for CoC

Performance Compensation

Annual Cash Incentive (STIP) – 2024 Enterprise Scorecard and Payout

Metric (USD mm except %)	Threshold	Target	Maximum	Actual Result	Calculated Payout	Weight	Weighted Contribution
Net Sales (constant currency)	14,714	15,653	16,592	15,310	85%	30%	25.5%
Adjusted Operating Income (constant currency)	3,744	3,983	4,222	3,952 (ex. STIP impact)	95%	60%	57.0%
Free Cash Flow	700	1,400	2,100	1,660	112%	10%	11.2%
Total Payout Multiplier					94%	100%	94%

Executive	Target 2024 STIP Payout	Actual 2024 STIP Payout
Timothy Cofer	$1,736,339 (prorated for role changes)	$1,632,158

Long-Term Incentives (LTIP) – Structure and 2024/2025 Design

RSUs: For 2020–2024 grants, vesting is 60% at year 3, 20% at year 4, 20% at year 5; beginning in 2025, RSUs vest 25% annually over four years to better align with market practice .
PSUs: Introduced in 2025; 3-year performance period; payout 0–200% based on average annual Net Sales growth and Adjusted Diluted EPS growth (aligned to KDP’s mid-single-digit and high-single-digit long-term algorithm). 2025 LTIP mix for VP+ (including CEO): 25% PSUs / 75% RSUs .
Elite Investment Program: Mandatory personal stock investment with 1:1 Matching RSUs that cliff vest after 5 years; forfeitable if ownership minimum not maintained; double-trigger for CoC vesting .
2024 CEO LTIP Values: $3.5M RSUs granted Mar 4, 2024 plus a $0.25M “half grant” RSU on Sept 12, 2024 upon CEO promotion; 2025 target increased to $5.5M .

CEO 2024 Grants and Vesting Schedules (key trading-relevant dates)

Grant Type	Grant Date	Shares/Units	Vesting Schedule
Annual RSU (2024)	3/4/2024	120,275	60% on 3/4/2027; 20% on 3/4/2028; 20% on 3/4/2029
Half-year RSU (promo)	9/12/2024	6,748	60% on 9/12/2027; 20% on 9/12/2028; 20% on 9/12/2029
Sign-on RSU (2023)	11/20/2023	220,265	30% on 5/20/2025; 40% on 5/20/2026; 30% on 5/20/2027
Elite Matching RSU (2023)	11/20/2023	393,330	100% on 11/20/2028 (requires maintaining Elite investment)

Equity Ownership & Alignment

Item	Detail
Beneficial Ownership	466,473 KDP shares as of record date (Apr 21, 2025); <1% of outstanding .
Unvested Equity (12/31/2024)	393,330 Elite RSUs; 220,265 sign-on RSUs; 120,275 2024 RSUs; 6,748 2024 half-grant RSUs; none are options .
Ownership Guidelines	CEO must hold stock equal to ~10x salary; Cofer is in compliance .
Elite Commitment	Required personal investment: $12,500,000, with 1:1 Matching RSUs; 5-year hold condition; forfeiture if minimum not maintained .
Hedging/Pledging	Hedging prohibited; pledging requires pre-clearance and is prohibited for speculative purposes .
Clawbacks	Nasdaq Rule 10D-1 recoupment for restatements plus a broader Senior Leadership Clawback enabling recovery of short- and long-term incentives, including time-based equity, for misconduct .

Trading signal: Notable scheduled vesting dates include 5/20/2025 (30% of sign-on RSUs), 5/20/2026, 5/20/2027; 3/4/2027 (60% of 2024 RSU grant); 9/12/2027 (60% of 2024 half-grant); Elite RSUs cliff vest 11/20/2028. Elite hold requirements constrain sales supply until vesting, potentially reducing near-term selling pressure relative to traditional RSUs .

Employment Terms

Topic	Key Provisions
Appointment & Letter Agreement	Letter dated Sept 18, 2023 set COO comp (salary $1.15M; target bonus 125%; $3.5M LTIP); upon CEO promotion (Apr 26, 2024), salary $1.25M; target bonus 150%; $4.0M LTIP; Elite required at $12.5M; $7.0M sign-on RSUs with 30/40/30 vest; $8.0M cash sign-on with 1-year 100%/second-year 50% clawback; relocation to Frisco with assistance .
Severance Plan (non-CoC)	CEO: 2x (base + target bonus) paid over 24 months; outplacement; contingent on release and compliance with confidentiality/non-compete covenants .
Severance Plan (CoC, double-trigger)	CEO: 3x (base + target bonus) lump sum if terminated without Cause or resigns for Good Reason within a window spanning 6 months before to 2 years after a CoC .
STIP on Separation	Pro rata payout based on actual results for involuntary termination, retirement, or disability per plan rules .
Equity Treatment	Double-trigger for CoC; death/disability accelerates; retirement and certain involuntary terminations allow pro rata vesting for post-2023 RSUs .
Definitions	“Cause” and “Good Reason” include material duty/salary cuts or required relocation >50 miles, with notice/cure mechanics .

Potential Payments on Termination (as if terminated on 12/31/2024)

Scenario	Severance	2024 STIP	Outplacement	Accelerated/Pro Rata Equity	Total
Death	—	$1,736,339	—	$23,788,650	$25,524,989
Disability	—	$1,632,158	—	$23,788,650	$25,420,808
Termination Without Cause / Good Reason	$5,972,678	$1,632,158	$6,300	$5,517,574	$13,128,710
Termination Without Cause / Good Reason Following CoC	$8,959,016	$1,632,158	—	$23,788,650	$34,379,824

Board Governance (including Cofer’s director role)

Board Service and Independence: Cofer has been a director since 2024 and, as CEO, is not independent; the Board comprises 7 of 9 independent directors, with all committees entirely independent .
Leadership Structure: Roles are separated—non-employee Chairman (Robert Gamgort) and CEO (Cofer); a Lead Independent Director (Pam Patsley) has robust responsibilities to reinforce independent oversight .
Committees: Two standing committees—Remuneration & Nomination (RemCo) and Audit & Finance—comprised solely of independent directors; a separate Nomination & Governance Committee is planned .
Director Compensation (non-employee): Annual cash retainer $110,000; equity $175,000; Chair/Lead Director retainers as disclosed; director equity vests over 5 years .
Board Meetings/Attendance: The Board met 10 times in 2024; all directors met the 75% attendance guideline except one due to health reasons .

Director Compensation (for governance benchmarking)

Element	Amount
Board Retainer	$110,000
Lead Director Retainer	$40,000
Audit Chair Retainer	$40,000
RemCo Chair Retainer	$30,000
Annual Equity Award	$175,000 (vests at fifth anniversary; pro-rata on near-term departures)

Compensation Structure Analysis

Pay mix and at-risk alignment: High equity component via RSUs, 2025 addition of PSUs tied to multi-year Net Sales and Adjusted Diluted EPS growth increases pay-for-performance rigor; Elite Program mandates large personal investment with 5-year hold, further aligning incentives .
Metrics and rigor: STIP balanced on growth (Net Sales), profitability (Adjusted Operating Income), and cash (FCF), with 0–200% payout scale; 2024 payout at 94% reflects below-target aggregate outcome despite strong FCF .
Clawbacks and risk controls: Expanded clawbacks (including time-based equity for misconduct), hedging ban, and controlled pledging mitigate risk; double-trigger CoC avoids single-trigger accelerations .
Tax/gross-ups and perqs: No CoC excise tax gross-ups; perqs minimized; relocation-related gross-ups possible and disclosed (e.g., $135,853 for 2024 relocation) .

Say-on-Pay, Peer Group, and Shareholder Feedback

Say-on-Pay outcomes: 85% approval in 2024; 82% in 2023; 94% in 2022; addition of PSUs in 2025 responds to investor feedback on performance-based equity .
Compensation Peer Group: Broad global CPG/beverage peers; 2025 updates added Brown‑Forman, Constellation Brands, J.M. Smucker, Molson Coors, Monster Beverage, Starbucks; removed certain larger overseas peers to refine comparability .

Performance & Track Record

KDP 2024 execution included ~4% constant-currency net sales growth and 8% adjusted diluted EPS growth, with portfolio expansion (e.g., GHOST acquisition) and productivity gains supporting results .
TSR context: KDP’s value-of-$100 TSR index of $124 for 2024 (peer group $114) aligns with shareholder value delivery disclosures; pay-versus-performance presented per SEC rules .

Risk Indicators & Red Flags (as disclosed)

Governance protections: No excise tax gross-ups on CoC; hedging prohibited; pledging controlled; double-trigger CoC; minimal perqs .
Related party transactions: 2024 disclosure focuses on JAB-related commercial arrangements and an approved buyback from JAB; no related-party transactions disclosed for Cofer .
Insider policy: Annual Code of Conduct training; robust insider trading policy filed with 10-K .

Equity Ownership & Alignment (detail table)

Component	Amount/Status
Beneficially owned shares	466,473; <1% of outstanding .
Unvested RSUs (12/31/2024)	393,330 (Elite), 220,265 (sign-on), 120,275 (2024 annual), 6,748 (2024 half-grant) .
Ownership guideline	10x salary; in compliance .
Elite commitment	$12,500,000 required investment; 1:1 Matching RSUs; 5-year vest; forfeiture if minimum not maintained .
Hedging/pledging	Hedging prohibited; pledging requires pre-clearance, not for speculative purposes .

Employment Contracts, Severance & CoC Economics (summary)

Plan/Agreement	Key Terms
Cofer Letter (9/18/2023)	Sets COO and initial CEO comp; $7M sign-on RSUs; $8M cash sign-on with clawbacks; Elite requirement; relocation assistance .
Executive Severance Plan	CEO: 2x base+target bonus (non-CoC) over 24 months + outplacement; CEO: 3x base+target bonus (CoC window) lump sum; requires release and covenants compliance .
STIP on termination	Prorated based on timing and actual performance; specific rules for death, disability, retirement .
Equity on separation	Double-trigger CoC; death/disability accelerate; retirement/involuntary pro-rata for grants ≥ Mar 2023 .

Board Service History and Dual-role Implications

Cofer serves as CEO and director (not on committees); KDP maintains separation of CEO and Chairman roles, with a non-employee Chairman and a strong Lead Independent Director framework, mitigating concentration of power .
Board independence remains robust (7/9 independent) with fully independent committees and regular executive sessions, supporting effective oversight of a CEO-director structure .

Investment Implications

Alignment and retention: The Elite Investment requirement ($12.5M) and 5-year vesting on matching RSUs enforce meaningful skin-in-the-game and reduce voluntary churn; combined with 2025 PSU adoption, pay outcomes are increasingly tethered to multi-year growth/returns .
Supply/demand on shares: Large scheduled vestings (5/20/2025; 5/20/2026; 5/20/2027; 3/4/2027; 9/12/2027) could be watched for potential liquidity events, but Elite holding/retention conditions temper near-term selling pressure; monitor Form 4s around these dates for any incremental signals .
Downside protections and governance: Double-trigger CoC, robust clawbacks (including time-based equity), hedging ban, and no CoC tax gross-ups limit shareholder-unfriendly risk, while say-on-pay support (82–85%) suggests investor acceptance of the evolving design .
Performance lens: 2024 results on plan (sales/EPS) and TSR context provide an initial validation of strategy during the early CEO tenure; 2025 PSU metrics (sales/EPS growth) focus management on sustaining algorithm-consistent performance .

References: