KDP DEF 14A Report ended Dec. 31, 2019

(1)	Title of each class of securities to which transaction applies:

(2)	Aggregate number of securities to which transaction applies:

(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

(4)	Proposed maximum aggregate value of transaction:

(5)	Total fee paid:

☐	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

(1)	Amount Previously Paid:

(2)	Form, Schedule or Registration Statement No.:

(3)	Filing Party:

(4)	Date Filed:

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1.	To vote on a proposal to elect a board of twelve members to hold office for a one-year term and until their respective successors shall have been duly elected and qualified, referred to as the election proposal;

2.	To vote on a proposal to ratify the appointment of Deloitte & Touche LLP (“Deloitte”) as KDP’s independent registered public accounting firm for fiscal year 2020 , referred to as the auditor ratification proposal;

3.	To vote on a proposal to approve an advisory resolution regarding KDP’s executive compensation, referred to as the 2019 compensation proposal; and

4.	To transact such other business as may properly come before the annual meeting or any adjournment thereof.

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Q:	Why am I receiving this Proxy Statement and proxy card?

A:	We are holding the annual meeting of our stockholders to ask our stockholders to consider and vote upon (i) the election proposal, (ii) the auditor ratification proposal, and (iii) the 2019 compensation proposal.

Q:	What items of business will be voted on at the annual meeting?

A:	The items of business scheduled for the annual meeting are:

Q:	How does the Board recommend that I vote?

A:	The Board unanimously recommends that stockholders vote:

1.	FOR each of the director nominees listed in the election proposal;

2.	FOR the auditor ratification proposal; and

3.	FOR the 2019 compensation proposal.

Q:	What is the voting requirement to approve each of the proposals?

A:	The following voting requirements will be in effect for each proposal described in this Proxy Statement:

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Q:	What shares can I vote at the annual meeting?

A:	The Board has fixed the close of business on April 27, 2020 , as the record date for the annual meeting. Only holders of record of the outstanding shares of our common stock at the close of business on the record date for the annual meeting are entitled to vote at the annual meeting or any adjournments thereof.

Q:	How many shares must be present or represented to conduct business at the annual meeting?

A:	The presence, in person or by proxy, of the holders of a majority of the issued and outstanding shares of our common stock entitled to vote at the annual meeting or any adjournment thereof is necessary to constitute a quorum to transact business.

Q:	How can I vote my shares at the annual meeting?

A:

Although we encourage you to complete and return a proxy prior to the annual meeting to ensure that your vote is counted, you can virtually attend the annual meeting and vote your shares online by visiting www.virtualshareholdermeeting.com/KDP2020. You will need your control number included on your Notice of Internet Availability of Proxy Materials (the “Notice”) or proxy card (if you receive a printed copy of the proxy materials) in order to be able to vote during the annual meeting. If you vote by proxy prior to the annual meeting and also virtually attend the annual meeting, there is no need to vote again at the annual meeting unless you wish to change your vote.

Q:	How can I vote my shares without attending the virtual annual meeting?

A:	Whether you hold shares directly as the stockholder of record or through a broker, trustee or other nominee as the beneficial owner, you may direct how your shares are voted by proxy without attending the virtual annual meeting. There are three ways to vote by proxy:

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Q:	What if I want to change my vote?

A:	At any time prior to the completion of voting at the annual meeting, you may change your vote either by:

•	giving written notice to our Corporate Secretary revoking your proxy;

•	by submitting a later-dated proxy by telephone or electronically before 11:59 p.m. Eastern Daylight Time on June 23, 2020 ;

•	by a later-dated mailed proxy received before the close of business on June 23, 2020 ; or

•	by voting online at the annual meeting.

Q:	When and where is the virtual annual meeting?

A:	The annual meeting will be held virtually on June 24, 2020 , at 11:00 a.m., Eastern Daylight Time, or at any adjournments thereof, for the purposes stated in the Notice of Annual Meeting of Stockholders.

Q:	How do I attend the annual meeting virtually?

A:

We will host the annual meeting live online. Any stockholder can attend the annual meeting live online at www.virtualshareholdermeeting.com/KDP2020. The webcast will start at 11:00 a.m. Eastern Daylight Time. Stockholders may vote and submit questions while attending the annual meeting online. You will need the control number included on your Notice or your proxy card (if you received a printed copy of the proxy materials) in order to be able to attend the annual meeting live online. Instructions on how to attend and participate online, including how to demonstrate proof of stock ownership, are posted at www.virtualshareholdermeeting.com/KDP2020. We encourage you to access the meeting prior to the start time to allow ample time to complete the online check-in process.

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Q:	Why is the annual meeting a virtual, online meeting?

A:

Our annual meeting will be a virtual meeting of stockholders using cutting-edge technology, conducted via live webcast. By conducting our annual meeting solely online, we eliminate many of the costs associated with a physical meeting. In addition, we believe that hosting a virtual meeting facilitates stockholder attendance and participation by enabling stockholders to participate from any location around the world and improves our ability to communicate more effectively with our stockholders during the meeting. We have designed the virtual meeting to provide the same rights to participate as you would have at an in-person meeting, including providing opportunities to submit questions during the meeting.

Q:	How is KDP distributing proxy materials?

A:

We are furnishing proxy materials to our stockholders primarily via “Notice and Access” delivery. On or about April 28, 2020 , we mailed to our stockholders (other than those who previously requested email or paper delivery) the Notice containing instructions on how to access the proxy materials via the Internet. If you receive the Notice by mail, you will not receive a printed copy of the proxy materials in the mail. Instead, the Notice instructs you on how to access the proxy materials and vote by going to a secure website.

Q:	What should I do if I receive more than one copy of the proxy materials?

A:

You may receive more than one copy of the proxy materials, including multiple paper copies of this Proxy Statement and multiple proxy cards or voting instruction forms. For example, if you hold your shares in more than one brokerage account, you may receive a separate voting instruction form for each brokerage account in which you hold shares. If you are a stockholder of record and your shares are registered in more than one name, you may receive more than one proxy card. If you hold your shares through a broker, trustee or another nominee, rather than owning shares registered directly in your name, you are considered the beneficial owner of shares held in street name. As the beneficial owner, you are entitled to direct the voting of your shares by your intermediary. Your intermediary will forward the proxy materials to you with a voting instruction form or provide electronic access to the materials and to voting facilities. To vote all of your shares by proxy, you must complete, sign, date and return each proxy card and voting instruction form that you receive.

Q:	Who will pay for this solicitation?

A:

The cost of preparing, assembling, printing and mailing this Proxy Statement and the enclosed proxy card and the cost of soliciting proxies related to the annual meeting will be borne by us. We will request brokers, trustees or other nominees to solicit their customers who are beneficial owners of shares of common stock listed of record in the name of the broker, trustee or other nominee and will reimburse such brokers, trustees or other nominees for their reasonable out-of-pocket expenses for such solicitation.

Q:	Who will serve as inspector of elections?

A:	The inspector of elections will be a representative from the Carideo Group.

Q:	What happens if additional matters are presented at the annual meeting?

A:

Other than the three items of business described in this Proxy Statement, we are not aware of any other business to be acted upon at the annual meeting. If you grant a proxy, the persons named as proxy holders, Robert J. Gamgort, Ozan Dokmecioglu and James L. Baldwin, will have the discretion to vote your shares on any additional matters properly presented for a vote at the annual meeting. If for any reason any of our director nominees is not available as a candidate for director, the persons named as proxy holders will vote your proxy for such other candidate or candidates as may be nominated by the Board.

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•	has oversight for the integrity of the Company’s financial statements and the Company’s financial reporting process;

•	has oversight for the Company’s processes for assessing and managing risk;

•	assesses the performance of the Chief Executive Officer and other senior management and sets their compensation;

•	establishes principles to assess the independence of directors and make an affirmative determination regarding the independence of each director annually;

•	has two standing committees – the Audit and Finance Committee (the “Audit Committee”) and the Remuneration and Nomination Committee (the “RemCo”), each with the power and authority to retain outside advisors; and

•	assesses Board and director performance.

•	The director is, or has been within the last three years, an employee of the Company, or an immediate family member of the director is, or has been within the last three years, an executive officer of the Company;

•

The director has received, or has an immediate family member who has received, during any 12-month period during the last three years, more than $120,000 in direct compensation from the Company (other than Board and committee fees, and pension or other forms of deferred compensation for prior service). Compensation received by an immediate family member for service as an employee (other than an executive officer) of the Company is not considered for purposes of this standard;

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•

(a) The director, or an immediate family member of the director, is a current partner of the Company’s internal or external auditor; (b) the director is a current employee of the Company’s internal or external auditor; (c) an immediate family member of the director is a current employee of the Company’s internal or external auditor who personally works on the Company’s audit; or (d) the director, or an immediate family member of the director, was within the last three years (but is no longer) a partner or employee of the Company’s internal or external auditor and personally worked on the Company’s audit within that time;

•	The director, or an immediate family member of the director, is, or has been within the last three years, employed as an executive officer of another company where any of the Company’s present executive officers serves or served at the same time on that company's compensation committee;

•	The director is a current employee, or an immediate family member of the director is a current executive officer, of a company that has made payments to, or received payments from, the Company for property or services in an amount that, in any of the last three fiscal years, exceeds the greater of $1 million or 2% of the other company’s consolidated gross revenues; or

•	The director, or the director’s spouse, is an executive officer of a non-profit organization to which the Company makes, or in the past three years has made, payments that, in any single fiscal year, exceeded the greater of $1 million or 2% of the non-profit organization’s consolidated gross revenues.

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•	By serving in both positions, the chairman of the Board and chief executive officer is able to draw on his or her detailed knowledge of the Company to provide the Board leadership in focusing its discussions and review of the Company’s strategy.

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•	The structure allows for efficient decision making and heightened accountability.

•	the quality and integrity of KDP's financial statements and related disclosure (including the quality, adequacy and effectiveness of our internal controls);

•	KDP's compliance with all legal and regulatory requirements;

•	the independent registered public accountant's performance, qualifications and independence; and

•	the performance of KDP's internal audit function.

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•	reviewing and approving individual and corporate goals and objectives relevant to the chief executive officer’s compensation, evaluating the chief executive officer’s performance in light of those goals and objectives, and setting the chief executive officer’s remuneration level based on this evaluation;

•	determining the compensation levels of our other executive officers, after consultation with the chief executive officer;

•	approving and administering our executive compensation program;

•	reviewing and making recommendations to our Board with respect to the remuneration of all directors;

•	assessing the results of the Company’s most recent advisory vote on executive compensation;

•	administering our employee benefit plans, including our equity-based and incentive compensation plans;

•	reviewing and discussing with management our Compensation Discussion and Analysis for inclusion in our Proxy Statement or annual report, in accordance with applicable regulations; and

•	managing the appointment, compensation and oversight of work performed by outside advisors to the RemCo.

•	Pearl Meyer’s consultants assigned to KDP (i) have no personal or business relationship with any member of the RemCo, other than to provide executive consulting services, (ii) own no shares of KDP common stock, nor do any of their immediate family members own KDP common stock, and (iii) have no business or personal relationships with any executive officer of KDP;

•	none of our executive officers have indicated they have any business or personal relationship with Pearl Meyer or the Pearl Meyer consultants assigned to KDP;

•	the RemCo has the sole authority to retain and terminate the executive compensation consultant;

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•	the Pearl Meyer consultants assigned to KDP have direct access to the RemCo without management involvement;

•	the RemCo evaluates the quality and objectivity of the services provided by the consultant each year and determines whether to continue to retain the consultant; and

•	the protocols for the engagement (described below) limit how the consultant may interact with management.

▪	the Board will review those transactions involving a director, director nominee, 5% security holder or Acorn, and

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▪	the Audit Committee will review those transactions involving executive officers.

▪	whether the transaction was the product of fair dealing, which factors include the timing, initiation, structure and negotiations of the transaction, and whether the related person’s interest in such transaction was disclosed to the Company;

▪	the terms of the transaction and whether similar terms would have been obtained from an arm's length transaction with a third party;

▪	the availability of other sources for comparable products or services; and

▪	the impact on a director’s independence if the related person is a director.

▪

any employment by the Company of an executive officer of the Company if: (a) the related compensation is required to be reported in the Company’s proxy statement under Item 402 of Regulation S-K (generally applicable to named executive officers); or (b) the executive officer is not an immediate family member of another executive officer or director of the Company, the related compensation would be reported in the Company’s proxy statement under Item 402 of Regulation S-K if the executive officer was a named executive officer, and the RemCo approved (or recommended that the Board approve) such compensation;

▪	any compensation paid to a director if the compensation is required to be reported in the Company’s proxy statement under Item 402 of Regulation S-K;

▪

a Specified Transaction with a third party entity (other than a 5% security holder or an Acorn Party) in which a director of the Company is an officer or other employee of the third party entity, or a director’s or executive officer’s immediate family member is an officer or other employee of the third party entity, (a) in which the third party entity has received payments or other consideration from the Company from property or services or has made payments to the Company for property or services and the amount of such payments in each of the last three fiscal years is less than the greater of (i) $1 million or (ii) 2% of either entity’s respective consolidated gross revenues; or (b) in which the third party entity is indebted to the Company, or the Company is indebted to the third party entity, and, in each case, the total amount of one entity’s indebtedness is less than 2% of the respective total consolidated assets of either entity as of the end of the previous fiscal year;

▪

a Specified Transaction with a tax-exempted organization (other than a 5% security holder or an Acorn Party) of which an executive officer or director of the Company is an officer, trustee, director or is otherwise affiliated, and to which the Company made, within the preceding three fiscal years, contributions in any fiscal year that were less than the greater of (a) $1 million or (b) 2% of the tax-exempt organization’s consolidated gross revenues;

▪	a Specified Transaction involving a class of equity securities of the Company existing at the date of adoption of this Policy and all holders of that class of equity securities receive the same benefit on a pro rata basis, e.g. dividends;

▪	a Specified Transaction where the rates or charges involved are determined by competitive bids;

▪	a Specified Transaction involving the rendering of services as a common contract carrier or public utility, at rates or charges fixed in conformity with law or governmental authority; and

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▪	a Specified Transaction involving the rendering of services as a bank depositary of funds, transfer agent, registrar, trustee under a trust indenture or similar services.

•	A production and licensing agreement with Peet’s for KDP to manufacture portion packs containing a selection of coffee and tea varieties under Peet’s brands for sale in the U.S. and Canada, which the parties entered into in February 2019.

▪	An amended master license agreement with Peet’s, which replaced its existing arrangement, for KDP to exclusively distribute, manufacture and sell Peet’s shelf-stable ready-to-drink beverage products in the U.S. and Canada (subject to certain excluded accounts and non-exclusive channels), which the parties entered into in January 2020.

▪	Non-exclusive license agreements with Mondelēz whereby the Company licenses to Mondelēz, or conversely Mondelēz licenses to the Company, certain trademarks for use on its respective products.

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(1)	The amounts reported in this column reflect cash retainers paid in 2019. The directors are paid their cash retainers quarterly in arrears.

(2)	The amounts reported in this column reflect the grant date fair value associated with each respective director’s RSUs granted under the Omnibus Stock Incentive Plan of 2009 computed in accordance with FASB ASC Topic 718. Even though the RSUs may be forfeited, the amounts reported do not reflect this contingency.

(3)	The following table shows the aggregate number of outstanding RSUs for each non-employee director as of December 31, 2019. All of these awards vest five years from their respective grant dates.

(4)	Mr. Becht resigned from the Board on January 12, 2019. From July 9, 2018 until January 12, 2019, Mr. Becht served as Chairman of the Board.

(5)

Ms. Hovde is a Partner of BDT & Company. Ms. Hovde has agreed that she will not receive any separate compensation for serving as a director of KDP and will transfer to BDT Capital Partners any director compensation she receives from KDP, including any awards made pursuant to grants of RSUs. Ms. Hovde disclaims beneficial ownership of such RSUs except to the extent of her pecuniary interests therein.

(6)

Mr. Pleuhs is an officer of Mondelēz and serves on the Board of KDP as a nominee of Mondelēz, a stockholder of KDP. Mr. Pleuhs has agreed that he will not receive any separate compensation for serving as a director of KDP and will transfer to Mondelēz any director compensation he receives from KDP, including any awards made pursuant to grants of RSUs. Mr. Pleuhs disclaims beneficial ownership of such RSUs except to the extent of his pecuniary interests therein.

(7)	Mr. Simon joined the Board on January 12, 2019, replacing the vacancy created by Mr. Becht following his resignation.

(8)

Mr. Van de Put is an officer of Mondelēz and serves on the Board of KDP as a nominee of Mondelēz, a stockholder of KDP. Mr. Van de Put has agreed that he will not receive any separate compensation for serving as a director of KDP and will transfer to Mondelēz any director compensation he receives from KDP, including any awards made pursuant to grants of RSUs. Mr. Van de Put disclaims beneficial ownership of such restricted stock units except to the extent of his pecuniary interests therein.

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(9)	Mr. Young served as our Chief Executive Officer and President until July 9, 2018, at which time he resigned from that position in connection with the DPS Merger, but continued to serve on the Board. The “Non-Employee Directors Compensation for Fiscal 2018” table only reflects compensation received by Mr. Young in respect of his service as a non-employee director following the DPS Merger in 2018.

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*	Less than 1% of outstanding shares of Common Stock.

(1)

Based on a Schedule 13D/A filed by the stockholder with the SEC on March 9, 2020. Such stockholder has indicated that it beneficially owns  908,745,095 shares, and has shared voting and dispositive power with respect to  908,745,095 shares. Agnaten SE ("Agnaten") and Lucresca SE ("Lucresca"), each of which is a company with its registered seat in Austria, and JAB Holdings B.V., a Netherlands corporation, indirectly have voting and investment control over the shares held by such stockholder. This amount does not include the 7,400,000 shares held directly by JAB Holdings B.V. Collectively, Maple Holdings B.V. and JAB Holdings B.V. hold 916,145,095 shares, or 65.09% of Common Stock as of the record date. Maple Holdings B.V. is a direct subsidiary of Acorn Holdings B.V. and an indirect subsidiary of Agnaten and Lucresca. Agnaten and Lucresca are each controlled by Renate Reimann-Haas, Wolfgang Reimann, Stefan Reimann-Andersen and Matthias Reimann-Andersen, who with Peter Harf and Olivier Goudet exercise voting and investment authority over the shares held by Maple Holdings B.V. Agnaten, Lucresca and Maple Holdings B.V. disclaim the existence of a "group" and disclaim beneficial ownership of these securities. The address of Agnaten and Lucresca is Rooseveltplatz 4-5/Top 10, 1090 Vienna and the address of Maple Holdings B.V. and JAB Holdings B.V. is Oosterdoksstraat 80, Amsterdam 1011DK, The Netherlands.

(2)

Based on a Schedule 13D/A filed by Mondelēz International, Inc. with the SEC on March 10, 2020. Mondelēz International Holdings LLC is an indirect wholly-owned subsidiary of Mondelēz International, Inc. Such stockholder has indicated that it beneficially owns 184,797,010 shares, has shared voting and dispositive power with respect to 184,797,010 shares. Mondelēz International Holdings LLC is an indirect wholly-owned subsidiary of Mondelēz. The address of such stockholder is Three Parkway North, Deerfield, Illinois 60015.

(3)	21,400 shares are held by Mr. Harf’s spouse, and 156,800 shares are held by HFS Holdings Sarl. Mr. Harf has a pecuniary interest in the shares.

(4)

Ms. Hovde is a Partner of BDT & Company. Ms. Hovde has agreed that she will not receive any separate compensation for serving as a director of KDP and will transfer to BDT Capital Partners any director compensation she receives from KDP, including any awards made pursuant to grants of RSUs. Ms. Hovde disclaims beneficial ownership of such RSUs except to the extent of her pecuniary interests therein.

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(5)	114 shares are owned by the Paul S. Michaels 1994 Trust. Mr. Michaels has a pecuniary interest in the trust. 79 shares are owned by the Arthur Street LLC, a limited liability company in which Mr. Michaels has a pecuniary interest.

(6)

Mr. Pleuhs is an officer of Mondelēz and serves on the Board of Directors of KDP as a nominee of Mondelēz, a stockholder of KDP. Mr. Pleuhs has agreed that he will not receive any separate compensation for serving as a director of KDP and will transfer to Mondelēz any director compensation he receives from KDP, including any awards made pursuant to grants of restricted stock units. Mr. Pleuhs disclaims beneficial ownership of such restricted stock units except to the extent of his pecuniary interests therein.

(7)

Mr. Van de Put is an officer of Mondelēz International, Inc. and serves on the Board of Directors of KDP as a nominee of Mondelēz, a stockholder of KDP. Mr. Van de Put has agreed that he will not receive any separate compensation for serving as a director of KDP and will transfer to Mondelēz International any director compensation he receives from KDP, including any awards made pursuant to grants of restricted stock units. Mr. Van de Put disclaims beneficial ownership of such restricted stock units except to the extent of his pecuniary interests therein.

(8)

Includes 1,060,397 shares pledged to Morgan Stanley Private Bank, National Association, as the lending bank ("Morgan Stanley Private Bank"), by Mr. Dokmecioglu as security for margin loans and held by Morgan Stanley Private Bank for the benefit of Mr. Dokmecioglu. Morgan Stanley Private Bank is an affiliate of Morgan Stanley Smith Barney LLC, the record holder of the shares. Morgan Stanley Private Bank is a wholly owned subsidiary of the parent holding company, Morgan Stanley. Morgan Stanley and Morgan Stanley Smith Barney LLC may be deemed to beneficially own these shares. The address of this beneficial owner is 2000 Westchester Avenue, Purchase, NY 10577. The address of Morgan Stanley and Morgan Stanley Smith Barney LLC is 1585 Broadway, New York, NY 10036.

(9)

Includes 138,952.524 shares pledged to Morgan Stanley Private Bank by Mr. Loucks as security for margin loans and held by Morgan Stanley Private Bank for the benefit of Mr. Loucks. Morgan Stanley Private Bank is an affiliate of Morgan Stanley Smith Barney LLC, the record holder of the shares. Morgan Stanley Private Bank is a wholly owned subsidiary of the parent holding company, Morgan Stanley. Morgan Stanley and Morgan Stanley Smith Barney LLC may be deemed to beneficially own these shares. The address of this beneficial owner is 2000 Westchester Avenue, Purchase, NY 10577. The address of Morgan Stanley and Morgan Stanley Smith Barney LLC is 1585 Broadway, New York, NY 10036.

(10)

In addition to the 1,060,397 shares pledged by Mr. Dokmecioglu as described in footnote 8 to this table, includes a total of 138,952.524 shares pledged by Mr. Loucks as described in footnote 9 to this table. Each of Messrs. Harf, Goudet and Simon and Ms. Kamenetzky disclaim beneficial ownership in any shares held by Maple Holdings B.V. except to the extent of any pecuniary interest therein. Each of Messrs. Gerd and Van de Put disclaim beneficial ownership in any shares held by Mondelēz except to the extent of any pecuniary interest therein.

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(1)

These amounts represent fees of Deloitte for the audit of our annual consolidated financial statements, the review of financial statements included in our quarterly Form 10-Q reports, the audit of internal controls over financial reporting, services rendered in connection with acquisitions and debt offerings and the services that an independent auditor would customarily provide in connection with statutory requirements, regulatory filings, and similar engagements for the fiscal year, such as comfort letters, consents and assistance with review of documents filed with the SEC. Audit Fees also include advice about accounting matters that arose in connection with or as a result of the audit or the review of periodic consolidated financial statements and statutory audits that non-U.S. jurisdictions require. For purposes of this schedule, fees billed from non-U.S. jurisdictions in the currencies of such jurisdictions have been converted to U.S. dollars as of the date of the approval of such fees.

(2)	These amounts primarily represent fees of Deloitte for pre-implementation controls review in 2019.

(3)	These amounts represent fees of Deloitte for professional services related to tax compliance in 2019 and tax planning and tax advice in 2018.

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•	Robert Gamgort, Executive Chairman, President and Chief Executive Officer

•	Ozan Dokmecioglu, Chief Financial Officer

•	Herbert (Derek) Hopkins, Chief Commercial Officer

•	Fernando Cortes, Chief Supply Chain Officer

•	Mary Beth DeNooyer, Chief Human Resources Officer

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(1)	All goals are based on growth / improvement over previous fiscal year.

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(1)	Mr. Hopkins' bonus was pro-rated to reflect a salary change in 2019.

(2)	Ms. DeNooyer joined the Company on July 8, 2019 and her bonus reflects a pro-rated amount for the portion of 2019 during which she was employed by the Company.

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(1)	For Ms. DeNooyer, the bonus amount includes a sign on bonus paid August 2, 2019 intended as an inducement to join the company.

(2)

The amounts reported in the Stock Awards column reflect the grant date fair value associated with awards of RSUs to each of the NEOs. For Ms. DeNooyer, the amounts reported in the Stock Awards column include the grant date fair value of the Matching RSUs she received on September 13, 2019 pursuant to the Elite program. Awards pursuant to the Elite program were issued, in this case, pursuant to the NEO attaining a minimum ownership level in shares of KDP Common Stock by September 13, 2019. Assumptions used to calculate these amounts (disregarding forfeiture assumptions) are included in Note 9 “Stock-Based Compensation,” to our Consolidated Financial Statements, which are included in our 2019 Form 10-K. For further information on the stock awards granted in fiscal year 2019, see “—Grants of Plan-Based Awards” beginning on page 39.

(3)	The amounts reporting in the Non-Equity Incentive Plan Compensation column reflect the amounts earned by by each NEO for the KDP 2019 STIP.

(4)

Amounts reported in the All Other Compensation column reflect other compensation for each NEO, including, but not limited to: (i) a one-time discretionary bonus intended as a transition payment for the elimination of certain executive perquisite programs, (ii) the cost of personal use of aircraft, (iii) relocation assistance, and (iv) amounts contributed by the Company to tax-qualified defined contributions plans and non-tax qualified contribution plans. See the table below under “All Other Compensation” for additional details around these amounts.

(5)	Mr. Hopkins became a NEO in 2019. In accordance with the SEC disclosure requirements, Mr. Hopkins’ compensation disclosure is provided only for the year in which he was a NEO.

(6)	Mr. Cortes became a NEO in 2019. In accordance with the SEC disclosure requirements, Mr. Cortes’ compensation disclosure is provided only for the year in which he was a NEO.

(7)	Ms. DeNooyer became a NEO in 2019. In accordance with the SEC disclosure requirements, Ms. DeNooyer’s compensation disclosure is provided only for the year in which she was a NEO.

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(a)	Mr. Cortes received a one-time cash payment as a final payment for legacy executive perquisites, which were eliminated in 2019. These perquisites included auto allowance, executive service allowance, and executive physical.

(b)	For SEC purposes, the cost of personal use of a corporate aircraft is calculated based on the aggregate incremental cost to the Company. We calculated the aggregate incremental cost using estimated variable costs of operating the aircraft. Fixed costs which do not change based on usage, such as pilot salaries, depreciation of aircraft and cost of maintenance are excluded.

(c)	Includes the cost of relocation assistance benefits, including the gross-up for taxes to be paid by the NEO, provided to Messrs. Gamgort and Dokmecioglu and Ms. DeNooyer.

(d)	The amounts reported in the Company Contributions column represent our contributions to the tax-qualified defined contribution plans and non-tax qualified defined contribution plans.

(1)

The amounts reported in the Estimated Future Payouts Under Non-Equity Incentive Plan Awards column represent the potential payouts of annual cash incentive awards granted to our NEOs in fiscal year 2019 under the 2019 KDP STIP Plan, subject to the achievement of certain performance measures. The actual amount of the awards made to the NEOs and paid in cash is included in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table.

(2)	Represents the number of shares subject to RSU awards made in fiscal year 2019. The RSU awards granted on March 4, 2019 to Messrs. Gamgort, Dokmecioglu, Hopkins and Cortes vest five years from the grant date. Ms. DeNooyer was granted a pro-rated annual LTI award of RSUs and an Elite Matching RSU award, both of which were granted on September 13, 2019 and vest five years from the grant date.

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(1)	Market value is determined by multiplying the total number of shares or other rights awarded under an equity incentive plan that have not vested times $28.95 , the closing price of a share of our common stock on the NYSE on December 31, 2019 .

(2)	Stock awards granted on September 15, 2016 and March 7, 2017 represent RSUs which vest on the four year and six month anniversary of the date of grant. Stock awards granted on August 24, 2018 represent RSUs which vest on the four year and seven month anniversary of the date of grant. All other stock awards represent RSUs which vest on the fifth anniversary of the grant date.

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(1)	Mr. Cortes exercised converted options that he received in the DPS Merger in exchange for the existing options to purchase shares of Dr Pepper Snapple Group Inc. that he held.

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(1)	Aggregate amount of contributions made by our NEOs to the SSP in fiscal year 2019.

(2)	Aggregate amount of the Company’s contributions to the NEOs’ accounts under the SSP in fiscal year 2019. The amounts reported in this column are included in executive compensation of the NEO reported in the Summary Compensation Table.

(3)	Aggregate amount of earnings credited to the NEOs’ accounts under the SSP in fiscal year 2019. The amounts reported in this column are not included in executive compensation of the NEO reported in the Summary Compensation Table.

(4)	Aggregate amount of earnings credited to Mr. Cortes’ accounts under the SSP in fiscal year 2019. The amounts reported in this column are not included in executive compensation of the NEO reported in the Summary Compensation Table.

•	any outstanding salary earned but not yet paid;

•	solely in the case of the annual RSUs granted to Mr. Gamgort on September 15, 2016, if his employment is terminated by the Company without cause or by Mr. Gamgort for good reason (A) prior to May 2, 2019, vesting of a pro rata portion of such RSUs based on service completed from May 2, 2016 through the date of termination, or (B) on or after May 2, 2019, full vesting of all such RSUs;

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•	the pro-rated cash incentive bonus payment for the year in which the termination occurs, paid based on actual performance and at the same time as the annual bonus is paid to other executives;

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a cash severance benefit equal to the product of two (2) times the sum of Mr. Gamgort’s base salary and target annual cash incentive bonus for the year in which his termination of employment occurs. This severance benefit will be payable in 24 approximately equal monthly installments, except that, if the severance benefit is payable due to a termination of employment occurring within 24 months following a Change of Control that constitutes a change in control under Section 409A of the Code, the severance benefit will be payable in a lump sum within 30 days of the date of such termination of employment; and

•	payment by the Company of Mr. Gamgort’s cost to continue participation in the Company’s medical plans under COBRA until the earlier of (A) the expiration of Mr. Gamgort’s COBRA continuation period, (B) the last month during which the severance benefit is payable, and (C) such time as Mr. Gamgort is eligible to receive comparable welfare benefits from a subsequent employer.

•	any outstanding salary earned but not yet paid;

•	solely in the case of the annual RSUs granted to Mr. Dokmecioglu on September 15, 2016, if his employment is terminated by the Company without cause or by Mr. Dokemcioglu for good reason full vesting of all such RSUs;

•	a pro-rated cash incentive bonus for the year in which the termination occurs, paid at actual performance and at the same time as the annual bonus is paid to other executives,

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a cash severance benefit equal to the product of two (2) times the sum of Mr. Dokmecioglu’s base salary and target bonus for the year in which his termination of employment occurs. This severance benefit will be payable in 24 approximately equal monthly installments, except that, if the severance benefit is payable due to a termination of employment occurring within 24 months following a Change of Control that constitutes a change in control under Section 409A of the Code, the severance benefit will be payable in a lump sum within 30 days of the date of such termination of employment; and

•	payment by the Company of Mr. Dokmecioglu’s cost to continue participation in the Company’s medical plans under COBRA until the earlier of (A) the expiration of Mr. Dokmecioglu’s COBRA continuation period, (B) the last month during which the severance benefit is payable and (C) such time as Mr. Dokmecioglu is eligible to receive comparable welfare benefits from a subsequent employer.

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all of the benefits described above if his employment is terminated “without cause” or he resigns for “good reason,” except that if the termination occurs six months prior to or twenty-four (24) months following a Change of Control the cash severance benefit will be equal to the product of three (3) times the sum of Mr. Gamgort’s base salary and target annual cash incentive bonus for the year in which his termination of employment occurs; and

•	all unvested RSUs (including Matching RSUs) shall become fully vested and payable, subject to Section 409A of the Code.

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all of the benefits described above if his employment is terminated “without cause” or he resigns for “good reason”,, except that if the termination occurs six months prior to or twenty-four (24) months following a Change of Control the cash severance benefit will be equal to the product of three (3) times the sum of Mr. Dokmecioglu’s base salary and target annual cash incentive bonus for the year in which his termination of employment occurs; and

•	all unvested RSUs (including Matching RSUs) shall become fully vested and payable, subject to Section 409A of the Code.

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intentional and continued failure substantially to perform his duties under the agreement (other than as a result of total or partial incapacity due to physical or mental illness or as a result of termination) which failure continues for more than 30 days after receipt by the executive of written notice setting forth the facts and circumstances identified by the Company as constituting adequate grounds for termination under this clause;

•	any intentional act or omission by executive constituting fraud or other serious malfeasance which in any such case is materially injurious to the financial condition of the Company or materially injurious to the business reputation of the Company or any of its affiliates;

•	indictment for a felony or the substantial equivalent thereof under the laws of the United States, any state or political subdivision thereof or any other jurisdiction in which the Company conducts business; or

•	executive’s material breach of the non-compete and non-solicit provisions of his agreement, which breach is not cured by executive within 10 days following receipt of a written notice from the Company identifying in reasonable detail the actions, failure or omissions alleged to have constituted such breach.

•	the executive’s removal from, or the Company’s failure to reelect or reappoint him to, the position of chief executive officer of the Company for Mr. Gamgort, and chief financial officer of the Company for Mr. Dokmecioglu;

•	the Company’s demand for relocation of the executive’s principal workplaces without his consent to a location more than 25 miles distant from their initial principal workplace location;

•	a material breach by the Company of any of its obligations under the employment agreement; or

•	a material diminution in (or elimination of) the executive’s titles, positions, duties or responsibilities, or the assignment to executive of duties that are inconsistent, in a material respect, with the scope of duties and responsibilities associated with the positions specified above.

•	any “person” or “group” other than JAB is or becomes the “beneficial owner”, directly or indirectly, of securities representing 50% or more of the combined voting power of the Company’s then outstanding securities; or

•	JAB enters into any joint venture, joint operating arrangement, partnership, standstill agreement or other arrangement similar to any of the foregoing with any other person or group, pursuant to which such person or group assumes effective operational or managerial control of the Company; or

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a plan or agreement is consummated providing (1) for a merger or consolidation of the Company, other than with a wholly-owned subsidiary, that would result in the voting securities of the Company outstanding immediately prior thereto no longer continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 51 % of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or (2) for a sale, exchange or other disposition of all or substantially all of the business or assets of the Company.

•	severance payments in the form of salary continuation equal to 1.5 times the NEO's annual base salary plus target bonus over 18 months;

•	a lump sum cash payment equal to the NEO's annual cash incentive plan payment, pro-rated through the employment termination date and based on the actual performance targets achieved for the year in which such termination of employment occurred and payable when such awards are paid under the plan to all employees; and

•	outplacement services

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the tables include estimates of amounts that would have been paid to NEOs in the event their employment is terminated involuntarily without Disqualifying Conditions on December 31, 2019. The employment of these NEOs did not actually terminate on December 31, 2019, and as a result, the NEOs did not receive any of the amounts shown in the tables below. The actual amounts to be paid to a NEO in connection with a termination event can only be determined at the time of such termination event;

•	the tables assume that the price of a share of our common stock is $28.95 per share, the closing market price per share on the NYSE on December 31, 2019;

•	each NEO is entitled to receive amounts earned during the term of his employment regardless of the manner of termination. These amounts include accrued base salary, accrued vacation time and other employee benefits to which the NEO was entitled on the date of termination, and are not shown in the tables below; and

•	no NEO has currently satisfied the conditions to meet the definition of retirement.

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(1)	There are currently options to purchase 338,814 shares of KDP Common Stock outstanding with a weighted average exercise price of $13.34 per share and weighted average remaining contractual term of 6.01 years. RSUs have no exercise price, thus reducing the weighted average exercise price presented above.

(2)	Represents awards authorized for future grants under the Omnibus Stock Incentive Plan of 2019.

(3)

In connection with the DPS Merger, the Company assumed the Keurig Green Mountain, Inc. Long-Term Incentive Plan and the Keurig Green Mountain, Inc. Executive Ownership Plan, in each case effective August 11, 2016, and the RSUs outstanding thereunder and the authorized but unissued share pool with respect thereto (the “Keurig Award Pool”) (as adjusted pursuant to the “Exchange Ratio”, as defined in the DPS Merger agreement). The Company may grant awards to legacy-Keurig employees and other employees of KDP who were not employed by DPS upon the closing of the DPS Merger out of the Keurig Award Pool. The Keurig Green Mountain, Inc. Long-Term Incentive Plan is the legacy-equity plan of KGM pursuant to which legacy-KGM employees were granted their annual long-term equity incentive awards in the form of Maple RSUs. The Keurig Green Mountain, Inc. Executive Ownership Plan is the legacy-investment program of KGM pursuant to which legacy-KGM employees participated in the Elite and Platinum investment programs through the purchase of Maple shares of common stock.

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