SBUX DEF 14A Report ended Jan. 24, 2025

ROLE OF OUR BOARD COMMITTEES

Our board of directors currently has four standing committees: the Audit and Compliance Committee (“Audit Committee”), the Compensation and Management Development Committee (“Compensation Committee”), the Environmental, Partner, and Community Impact Committee (“Impact Committee”), and the Nominating/Governance Committee. The board of directors, based upon recommendations from the Nominating/Governance Committee, makes committee and committee chair assignments annually. The board adjusts committee assignments as deemed appropriate. The board has determined that all the members of each committee are “independent directors” as defined by Nasdaq rules. In addition, the board has determined that directors who serve on our Audit Committee and Compensation Committee satisfy the additional independence and qualification criteria applicable to directors serving on such committees under Nasdaq listing requirements and SEC rules.

The current composition and primary responsibility of each standing committee are summarized on the following pages. The board is committed to reviewing its overall composition, the composition of its committees, and the chairs of each of the committees at or prior to the first board meeting following the Annual Meeting. Each standing committee also has risk oversight within its respective areas of accountability as discussed under the heading “ Risk Oversight ” on page 23.

All four committees operate pursuant to written charters, which are available on our website at www.starbucks.com/about -us /company -information /corporate -governance . Each committee annually reviews and reassesses the adequacy of its charter and recommends any proposed changes to its respective charter to the board for approval.

Ms. Ford served on the Audit Committee during fiscal year 2024 until March 2024. Each of Mr. Campion, Mr. Allison, Mr. Knudstorp, and Ms. Zhang: (i) meets the independence criteria prescribed by applicable law and SEC rules for audit committee membership and (ii) meets Nasdaq’s financial knowledge and sophistication requirements. Each of Mr. Campion, Mr. Allison, and Mr. Knudstorp has been determined by the board to be an “audit committee financial expert” under SEC rules. The Audit Committee Report describes in more detail the Audit Committee’s responsibilities with regard to our financial statements and its interactions with our independent auditor, Deloitte & Touche LLP.

The Compensation Committee may form and delegate any or all of its responsibilities to one or more subcommittees, as may be necessary or appropriate, and within certain limits. At least annually, the Compensation Committee reviews and approves our executive compensation strategy and principles to confirm that they are aligned with our business strategy and objectives, shareholder interests, desired behaviors, and corporate culture.

Each of Mr. Allison, Mr. Campion, Ms. Ford, and Mr. Sievert meets the heightened independence criteria prescribed by the SEC and Nasdaq rules for compensation committee membership.

Compensation committee interlocks and insider participation

No member of the Compensation Committee was, at any time during fiscal year 2024 or at any other time, an officer or employee of Starbucks, and no member of this Committee had any relationship with Starbucks requiring disclosure under Item 404 of Regulation S -K under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). No executive officer of Starbucks has served on the board of directors or compensation committee of any other entity that has or has had one or more executive officers who served as a member of the Compensation Committee during fiscal year 2024.

Mr. Nadella served on the Nominating/Governance Committee during fiscal year 2024 but left the board in May 2024.

BOARD OVERSIGHT

Strategy oversight

The board plays an important role in overseeing Starbucks long -term strategy, including evaluating key market opportunities, consumer trends, partner relations, and competitive developments. This also includes aspects of our sustainability initiatives and social impact agenda that relate to our strategy. The board’s oversight of risk is another integral component of the board’s oversight and engagement on strategic matters. Strategy -related matters are regularly discussed at board meetings and, when relevant, at committee meetings. We also dedicate at least one board meeting every year to an intensive review and discussion of Starbucks strategic plan. Matters of strategy also inform committee -level discussions of many issues, including business risk. Engagement of the board on these issues and other matters of strategic importance continues in between meetings, including through updates to the board on significant items and discussions by the ceo with the lead independent director on a periodic basis. Each director is expected to and does bring to bear his or her own talents, insights, and experiences to these strategy discussions.

Risk oversight

RISK OVERSIGHT BY THE BOARD

The board has ultimate responsibility for risk oversight. We believe that a fundamental part of risk oversight is not only understanding the material risks a company faces and the steps management is taking to manage those risks, but also understanding what level of risk is appropriate for that company. The involvement of the board in reviewing Starbucks business strategy is an integral aspect of the board’s assessment of management’s tolerance for risk and its determination of what constitutes an appropriate level of risk for Starbucks.

The full board has ultimate responsibility for risk oversight and exercises such oversight directly over certain enterprise -wide risk categories, such as brand risks and brand execution. In addition, the board has delegated oversight responsibility for certain categories of risk to its standing committees. This approach allows the board to draw upon the experience and judgment of specific directors on each committee who have experience overseeing and managing particular risks that Starbucks faces in various areas of its business. Each of our board committees is authorized by its charter to consult at its discretion with any experts or advisors that committee members feel would be helpful. All committees receive regular reports from management responsible for monitoring and mitigating particular risk exposures as part of the company’s Enterprise Risk Management (“ERM”) program, and the committee chairs provide regular reports to the full board on relevant areas of oversight.

The board believes that its leadership structure, coupled with the structure and work of the various committees described below, is appropriate and effective in facilitating board -level risk oversight.

The role of management in risk oversight

RISK MANAGEMENT COMMITTEE

Starbucks maintains a management -level Risk Management Committee, which is co -managed by our cfo and chief legal officer and reports to senior leadership. The Risk Management Committee meets monthly to discuss various risk topics facing Starbucks including risks related to the ERM program. The Risk Management Committee identifies, assesses, and prioritizes Starbucks critical risk exposures to its business operations across various time frames, from the short term to the long term, throughout the world. Risks are evaluated based on their potential magnitude, likelihood, and immediacy and are monitored over time to ensure risk profile changes are evaluated in a timely manner for existing and emergent risks.

To effectively carry out its responsibilities, the Risk Management Committee leverages the expertise of our executive leadership team members and consults with outside experts. The Risk Management Committee also identifies and assesses the effectiveness of risk management and mitigation methods and periodically reports its findings to the Audit Committee. Annually, our cfo reviews the methodology and approach used to identify, assess, and manage risks. Our cfo also discusses the key risks identified in the ERM process with the Audit Committee and the full board, soliciting input from directors on the steps taken to mitigate risks and plans for additional mitigation in the year ahead.

Senior management

Our senior management regularly attends meetings of the board and its committees and provides the board and its committees with reports regarding our operations, strategies, objectives, and the risks inherent within them, as well as management action plans to monitor and address risk exposures. Board and committee meetings also provide a forum for directors to discuss issues with, request additional information from, and provide guidance to, senior management. In addition, our directors have direct access to senior management to discuss any matters of interest, including those related to risk.

Chief ethics and compliance officer

Our chief ethics and compliance officer leads a global team of professionals responsible for maintaining ethical and compliance excellence at Starbucks. This team works closely with our chief legal officer, but our chief ethics and compliance officer reports directly to our Audit Committee and meets with the Audit Committee quarterly to discuss compliance and ethics -related trends, risks, and action plans. The chief ethics and compliance officer assesses legal and compliance risks, monitors those risks, and works cross -functionally to mitigate those risks across the enterprise. The chief ethics and compliance officer also is responsible for ensuring adherence to internal compliance requirements, overseeing the team that investigates alleged violations of our Standards of Business Conduct, and managing our anti -corruption and anti -bribery programs. Our chief ethics and compliance officer further works closely with our executives to ensure appropriate legal and compliance training to support and reinforce Starbucks ethical culture throughout the enterprise.

Disclosure committee

The Disclosure Committee, which is made up of a cross -functional team of partners, regularly reviews Starbucks financial and business disclosures, including quarterly and annual reports, before they are filed with the SEC. There is substantial overlap in the membership of the Disclosure Committee and the Risk Management Committee (described above) to ensure that Starbucks required disclosures regarding its risks are accurate, complete, and timely. Starbucks internal legal and financial reporting teams seek input and advice from internal subject matter experts and external advisors in drafting specific disclosures, and such input and advice is communicated to the Disclosure Committee.

Sustainability matters oversight

Our board is highly engaged in sustainability matters given that Starbucks global environmental and social and community impact, sustainability initiatives, and partners are linked to our strategic direction. The board considers these matters at least annually in connection with the Starbucks strategic plan. In addition, except where explicitly delegated to other board committees or retained by the board, the Impact Committee is tasked with the responsibility of overseeing the effectiveness of sustainability strategies, policies, practices, goals, initiatives, and programs, including review of Starbucks annual Impact Report. The Impact Committee is also tasked with, among other responsibilities, overseeing (i) policies and practices related to labor relations, (ii) policies and practices related to ensuring the health and safety of Starbucks partners, and (iii) non -executive partner training programs for job -related and non -job-related skills, including Starbucks education and opportunity partner benefits programs such as the Starbucks College Achievement Plan, Green Apron training program, Starbucks Coffee Academy, and Starbucks Global Academy. The Compensation Committee is responsible for overseeing the development and implementation of partner investment, management development, and succession planning practices aimed at fostering sufficient management depth at Starbucks to support its continued growth and the talent needed to execute long -term strategies, while the Audit Committee is tasked with overseeing Starbucks risk management strategy, including with respect to certain sustainability topics.

Succession planning oversight

MANAGEMENT SUCCESSION PLANNING

In light of the critical importance of executive leadership to Starbucks success, we have an ongoing succession planning process. This process is enterprise -wide for managers up to and including our ceo.

Our board’s involvement in our annual succession planning process is outlined in our Governance Principles. The Governance Principles provide that our Compensation Committee has general oversight responsibility for management development and succession planning practices and strategy. Our Compensation Committee, pursuant to its charter, annually reviews and discusses with the independent directors of the board the performance of certain senior officers and senior managers of Starbucks and the succession plans for each such officer’s or manager’s position, including recommendations and evaluations of potential successors to fill these positions. The Compensation Committee also conducts a periodic review of, and provides approval for, our management development and succession planning practices and strategies, including the review and oversight of risks and exposures associated with the succession planning practices and strategies.

CEO SUCCESSION PLANNING

A primary responsibility of the board is planning for ceo succession. The chair of our Nominating/Governance Committee, together with the lead independent director (or, if the chair of the board is independent, the chair of the board), the chair of the Compensation Committee, and the ceo (collectively, the “succession planning team”) annually evaluates and updates as appropriate the skills, experience, and attributes that the board believes are important to be an effective ceo in light of our business strategy. The succession planning team also annually reviews our ceo succession planning process with the board, including the identification, development, and progress of internal candidates and how candidates have been assessed. The board believes that ceo succession planning should be an ongoing process, with the goal of providing sufficient lead time before an expected transition while also being prepared for and responsive to unexpected developments. See the “ Shareholder Engagement ” section beginning on page 27 for more information about recent outreach to shareholders related to ceo succession planning.

KEY THEMES FROM SHAREHOLDER ENGAGEMENT

BOARD AND COMMITTEE EVALUATIONS

Our board is committed to continuous corporate governance improvement. To that end, the board and each committee annually conduct a self -evaluation to review and assess their overall effectiveness. These evaluations cover a variety of subjects, including:

Results of board and committee self -evaluations are shared with the full board. As appropriate, these evaluations result in updates or changes to our practices as well as commitments to continue existing practices that our directors believe contribute positively to the effective functioning of our board and its committees. In fiscal year 2024, these evaluations led to refinements to the board and committee agendas, streamlining of materials, and the consistent use of consent agendas.

To supplement these evaluations, the Nominating/Governance Committee reviews the Governance Principles each year in light of changing conditions and shareholders’ interests and recommends appropriate changes to the board for consideration and approval. In addition, the board periodically arranges for an independent external review process.

OUR DIRECTOR NOMINATION PROCESS

Our Nominating/Governance Committee, together with our board, maintains a robust policy for the consideration of potential director candidates and is responsible for establishing criteria, screening candidates, and evaluating the qualifications of potential directors, including candidates nominated or suggested by shareholders. The Nominating/Governance Committee’s process for identifying director candidates is described below.

Our Nominating/Governance Committee proactively seeks director candidates to provide representation of varied experience, qualifications, skills, and other attributes in the boardroom to support the global demands of our business. When seeking new director candidates, our Nominating/Governance Committee actively endeavors to include candidates representing a diversity of perspectives and backgrounds. However, our Nominating/Governance Committee does not assign specific weights to any single criterion, and no particular criterion is necessarily applied to all prospective director nominees. The Nominating/Governance Committee reviews the effectiveness of its approach to diversity on an annual basis.

Our Policy on Director Nominations, which describes the process by which candidates are identified and assessed for possible inclusion in our recommended slate of director nominees, is available at www.starbucks.com/about -us /company -information /corporate -governance . The Nominating/Governance Committee administers the nominations policy, reviews the policy at least annually and makes modifications as our needs and circumstances evolve, and as applicable legal or listing standards change. The Nominating/Governance Committee may amend the nominations policy at any time, in which case the most current version will be available on our website.

Minimum criteria for board members

Under the Starbucks Policy on Director Nominations, each director candidate for the board is required to, at a minimum:

Desirable qualities and skills

In addition to the minimum criteria described above, the Nominating/Governance Committee favors candidates who possess the qualities and skills described below:

• Relevant Background and Skills . Each candidate should possess professional and personal experiences, skills, and expertise that are relevant to our goal of being one of the world’s leading consumer brands. See earlier on page 10 for a description of relevant skills and experience.

• Congeniality . Each candidate should contribute positively to the existing chemistry and collaborative culture among board members.

• Diversity . Each candidate should contribute to the board’s overall diversity. For these purposes, diversity is broadly construed to mean a variety of identities, perspectives, and personal and professional experiences and backgrounds. Diversity can be represented in both visible and non -visible characteristics that include race, ethnicity, national origin, gender, and sexual orientation. In addition, each candidate should affirm a commitment to furthering inclusion and diversity at Starbucks.

The Nominating/Governance Committee is responsible for reviewing the appropriate skills and characteristics required of directors in the context of prevailing business conditions and existing competencies on the board, and for making recommendations regarding the size and composition of the board, with the objective of having a board that brings to Starbucks a variety of perspectives and skills derived from high quality business and professional experience. The Nominating/Governance Committee’s review of the skills and experience it seeks in the board as a whole, and in individual directors, enables it to assess whether Starbucks has been effective at achieving a board with a diversity of experiences.

Process for identifying candidates

The Nominating/Governance Committee has two primary methods for identifying candidates.

Shareholder nominations

The nominations policy divides the process for candidates proposed by shareholders into two categories: (i) the general nomination right of all shareholders and (ii) proposals by “qualified shareholders” (as described below).

GENERAL NOMINATION RIGHT OF ALL SHAREHOLDERS

Any registered shareholder may nominate one or more individuals for election as a director at an annual meeting of shareholders if the shareholder complies with the advance notice, information, and consent provisions contained in our bylaws. See the “ Proposals of Shareholders ” section on page 101 for more information.

DIRECTOR RECOMMENDATIONS BY QUALIFIED SHAREHOLDERS

In addition to those candidates identified through its own internal processes, in accordance with our Policy on Director Nominations, the Nominating/Governance Committee will evaluate a candidate proposed by any single shareholder or group of shareholders that has beneficially owned more than 5% of our common stock for at least one year (and will hold the required number of shares through the annual meeting of shareholders) and that satisfies the notice, information, and consent provisions in the nominations policy (each, a “qualified shareholder”). Any candidate proposed by a qualified shareholder must be independent of the qualified shareholder in all respects as determined by the Nominating/Governance Committee and by applicable law. Any candidate submitted by a qualified shareholder also must meet the definition of an “independent director” under Nasdaq rules.

To be considered for an upcoming annual meeting of shareholders, notice from a qualified shareholder regarding a potential candidate must be received by the Nominating/Governance Committee at least 120 calendar days before the anniversary of the date of our proxy statement released to shareholders in connection with the previous year’s annual meeting. This opportunity is not meant to replace or limit shareholders’ general nomination rights in any way.

SHAREHOLDER DIRECTOR NOMINATIONS FOR INCLUSION IN STARBUCKS PROXY MATERIALS (PROXY ACCESS)

Our bylaws permit a shareholder, or a group of up to 20 shareholders, owning at least 3% of our outstanding shares of common stock entitled to vote generally in the election of directors continuously for at least three years as of any nomination and thereafter until the next annual meeting of shareholders, to nominate and include in our annual meeting proxy materials director nominees constituting up to the greater of two nominees or 20% (or the closest whole number (rounding down) below 20%) of the board, subject to the requirements specified in our bylaws. See the “ Shareholder Director Nominations for Inclusion in Starbucks Proxy Materials (Proxy Access) ” section on page 101 for more information.

Evaluation of candidates

The Nominating/Governance Committee will consider and evaluate all candidates identified through the processes described above, including incumbents and candidates proposed by shareholders, based on the same criteria.

CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS

Review and approval of related person transactions

Under the Audit Committee’s charter, and consistent with Nasdaq rules, any material potential or actual conflict of interest or transaction between Starbucks and any “related person” of Starbucks must be reviewed and approved or ratified by the Audit Committee. SEC rules define a “related person” of Starbucks as any Starbucks director (or nominee), executive officer, 5% -or-greater shareholder, or an immediate family member of any of such persons.

Our board of directors has adopted a written Policy for the Review and Approval of Related Person Transactions Required to Be Disclosed in Proxy Statements, which states that Starbucks generally will not participate in “related person” transactions. In select circumstances, if the transaction provides Starbucks with a demonstrable and significant strategic benefit that is in the best interests of Starbucks and its shareholders and has terms that are competitive with terms available from unaffiliated third parties, then the Audit Committee may approve the transaction. The policy also provides that any “related person” must notify the chair of the Audit Committee before becoming a party to, or engaging in, a potential related person transaction that may require disclosure in our proxy statement under SEC rules, or if prior approval is not practicable, must provide such notice as soon as possible after engaging in the transaction. Based on current SEC rules, transactions covered by the policy include:

• any individual or series of related transactions, arrangements, or relationships (including, but not limited to, indebtedness or guarantees of indebtedness), whether actual or proposed;

• in which Starbucks was or is to be a participant;

• the amount of which exceeds $120,000; and

• in which a related person has or will have a direct or indirect material interest. Whether the related person has a direct or indirect material interest depends on the significance to investors of knowing the information in light of all the circumstances of a particular case. The importance to the person having the interest, the relationship of the parties to the transaction with each other, and the amount involved in the transaction are among the factors to be considered in determining the significance of the information to investors.

The chair of the Audit Committee has the discretion to determine whether a transaction is or may be covered by the policy. If the chair determines that a transaction is covered by the policy, then the transaction is subject to full Audit Committee review and approval. The Audit Committee’s decision is final and binding. Additionally, the chair of the Audit Committee has discretion to approve, disapprove, or seek full Audit Committee review of any immaterial transaction involving a related person (i.e. a transaction not otherwise required to be disclosed in the proxy statement).

In considering potential related person transactions, the Audit Committee looks to SEC and Nasdaq rules, including the impact of a transaction on the independence of any director. Once the Audit Committee has determined that (i) the potential related person transaction will provide Starbucks with a demonstrable and significant strategic benefit that is in the best interests of Starbucks and its shareholders and (ii) that the terms of the potential related person transaction are competitive with terms available from unaffiliated third parties, the Audit Committee may consider other factors such as:

• whether the transaction is likely to have any significant negative effect on Starbucks, the related person, or any Starbucks partner;

• whether the transaction can be effectively managed by Starbucks despite the related person’s interest in it;

• whether the transaction would be in the ordinary course of our business; and

• the availability of alternative products or services at comparable prices.

Related person transactions since the beginning of fiscal year 2024

In fiscal year 2024, the following are the only transactions or series of similar transactions to which we were or will be a party in which the amount involved exceeds $120,000 and in which any director, nominee for director, executive officer, beneficial holder of more than 5% of our capital stock, or any member of their immediate family or any entity affiliated with any of the foregoing persons had or will have a direct or indirect material interest, other than equity and other compensation, termination, change of control, and other arrangements, which are described under “Executive Compensation.”

Mr. Niccol entered into and is party to a time -sharing agreement with Starbucks so that he can (after his unreimbursed personal non -commuting usage reaches $250,000), in accordance with Starbucks Corporate Aircraft Use Policy, reimburse Starbucks as permitted under applicable Federal Aviation Administration (“FAA”) regulations for the aggregate incremental cost incurred by Starbucks in providing for his personal non -commuting travel. Such “aggregate incremental cost” includes direct operating costs (such as fuel, landing fees, customs fees, foreign permit or similar fees, hangar expenses away from the aircraft’s home base, catering, flight crew travel expenses, flight planning and weather services, trip -related maintenance, and flight -specific insurance) for the personal travel and for any “deadhead” positioning related to personal travel. In fiscal year 2024, Mr. Niccol paid Starbucks $0 pursuant to his time -sharing agreement.

Mr. Narasimhan previously was party to a similar time -sharing agreement with Starbucks that applied to all of his personal non -commuting travel. Mr. Narasimhan paid Starbucks $0 pursuant to his time -sharing agreement. Mr. Narasimhan’s time sharing agreement terminated when he left the Company.

CORPORATE GOVERNANCE MATERIALS AVAILABLE ON THE STARBUCKS WEBSITE

Our Governance Principles are intended to provide a set of flexible guidelines for the effective functioning of the board of directors. The Governance Principles are reviewed regularly and revised as necessary or appropriate in response to changing regulatory requirements, evolving best practices, and other considerations. They are posted on the Corporate Governance section of our website at www.starbucks.com/about -us /company -information /corporate -governance .

Information relating to corporate governance at Starbucks is available on the Corporate Governance section of our website, including:

You may obtain a print copy of any of these materials, free of charge, by sending a written request to: Starbucks Corporation, 2401 Utah Avenue South, Mail Stop S -LA1 , Seattle, Washington 98134, Attention: corporate secretary.

CONTACTING THE BOARD OF DIRECTORS

Starbucks offers several ways for interested parties to communicate with our board of directors, a board committee, or individual directors. Generally, you may provide feedback by calling the Starbucks audit line at 1 888 -705-1992 , by sending an email to corpsec@starbucks.com, or by sending written communications to:

Starbucks Corporation

P.O. Box 34507

Seattle, Washington 98124

The Procedure for Communicating Complaints and Concerns, which is available on the Corporate Governance section of our website, describes our process for determining which communications will be relayed to board members and which reports require investigation or other follow -up .

Our chief ethics and compliance officer, together with our chief legal officer, is responsible for administering the Procedure for Communicating Complaints and Concerns on behalf of the Audit Committee and the board of directors.

COMPENSATION OF DIRECTORS

Fiscal year 2024 compensation program for non-employee directors

Under its charter, the Nominating/Governance Committee annually reviews and recommends the type and amount of board compensation for non -employee directors. Compensation decisions for non -employee directors are made by the Nominating/Governance Committee for each “Plan Year,” as defined in the Deferred Compensation Plan for Non -Employee Directors, which begins after the annual meeting of shareholders and concludes immediately before the following annual meeting of shareholders.

When considering and ultimately recommending changes to the compensation program for our non -employee directors, the Nominating/Governance Committee considers peer data, analysis, and recommendations provided by an independent compensation consulting firm.

NON-EMPLOYEE DIRECTOR COMPENSATION HIGHLIGHTS

• The lead independent director, or independent board chair (as applicable) and committee chairs receive additional fees to differentiate individual pay based on workload.

• The overall compensation mix emphasizes equity.

• Annual equity grants have a fixed value and vest immediately.

• Directors do not receive performance -based equity awards.

• Directors are subject to robust stock ownership guidelines to align their interests with those of our shareholders.

• Non -employee directors do not receive any perquisites.

• Committee chairs, but not other committee members, receive additional fees for committee service.

• Our deferred stock unit program facilitates stock ownership.

2024 PLAN YEAR COMPENSATION (MARCH 2024 - MARCH 2025)

Our non -employee director compensation for the 2024 Plan Year was as follows:

* If the board chair or lead independent director also serves as a committee chair, that individual will receive only the additional retainer for the board chair or lead independent director (as applicable).

The amount of compensation paid to the non -employee directors was unchanged from the 2023 Plan Year.

DEFERRED COMPENSATION PLAN

The Deferred Compensation Plan for Non -Employee Directors enhances the Company’s ability to attract and retain non -employee directors by providing individual financial tax planning flexibility. Under this plan, a non -employee director may irrevocably elect to defer receipt of shares of common stock the director would have received upon vesting of RSUs until (1) three years from the vesting of the RSU or (2) separation from the board.

NON-EMPLOYEE DIRECTOR STOCK OWNERSHIP GUIDELINES

Starbucks has stock ownership guidelines for non -employee directors to align their interests with those of our shareholders. Non -employee directors are expected to own Starbucks stock worth at least five times the amount of the annual retainer. The current ownership requirement is $650,000 (5 x $130,000) of Company stock. Deferred stock units resulting from deferrals under the deferred compensation plan described above are counted toward meeting the guidelines.

Directors have a period of five years to comply with this requirement, and they are expected to continue to meet the ownership requirement for as long as they serve on the board. All current non -employee directors are in compliance with or on target to meet these guidelines as of the date of this proxy statement.

Fiscal year 2024 non-employee director compensation table

The following table shows fiscal year 2024 compensation for non -employee directors.

(1) Mr. Niccol and Mr. Narasimhan did not participate in the compensation program for non -employee directors. Information on compensation paid to Mr. Niccol and Mr. Narasimhan during fiscal year 2024 is described in the “ Compensation Discussion and Analysis ” section and the executive compensation tables of this proxy statement.

(2) With the exception of Ms. Ford, Mr. Mohan, Mr. Servitje, and Mr. Sievert, the amounts shown in this column represent the grant date fair values of the RSU awards granted to each of the non -employee directors on March 13, 2024. A portion of the amount shown for each of Ms. Ford, Mr. Mohan, Mr. Servitje, and Mr. Sievert represents the grant date fair value of RSU awards granted on January 16, 2024. The grant date fair values have been determined based on the assumptions and methodologies set forth in the Company’s Annual Report on Form 10 -K for the fiscal year ended September 29, 2024.

(3) Stock options, which were granted in prior Plan Years, have an exercise price equal to the closing market price of our common stock on the grant date and have a 10 -year term from the date of grant. As of September 29, 2024, the aggregate number of shares of Starbucks common stock underlying outstanding option awards for each non -employee director were: Mr. Allison, 0; Mr. Campion, 0; Ms. Ford, 0; Ms. Hobson, 0; Mr. Knudstorp, 49,289; Mr. Mohan, 0; Mr. Servitje, 0; Mr. Sievert, 0 and Ms. Zhang, 0. As of the date of his departure from the Board, Mr. Nadella held 6,876 shares of Starbucks common stock underlying outstanding option awards.

Listening to our shareholders and changes to fiscal year 2024 compensation

Every year, Starbucks provides shareholders with the opportunity to approve its executive compensation program on an advisory basis. At our 2023 Annual Meeting, approximately 92% of our shareholders who cast votes supported our advisory vote on executive compensation. In addition, every year we engage with shareholders representing a significant portion of our outstanding shares on a variety of topics, including our executive compensation program. During fiscal year 2024, we reached out to more than 35 shareholders representing over 50% of our total shares outstanding, and ultimately spoke with more than 30 shareholders representing nearly 45% of our total shares outstanding. The shareholders with whom we engaged with generally expressed support for our executive compensation program and were supportive of the enhancements that we made to our program in fiscal year 2024, which included simplifying the individual performance factor portion of our Annual Incentive Bonus Plan.

In determining our compensation practices for fiscal year 2025, the Compensation Committee was mindful of the feedback provided by shareholders and the results of our most recent advisory vote on executive compensation as well as the need to execute on our “Back to Starbucks” strategy. We further refined our Annual Incentive Bonus Plan to, among other things, ensure that our leaders are aligned across shared performance metrics in connection with the Company’s “Back to Starbucks” strategy while providing deeper accountability, driving performance, and reinforcing our priorities of belonging, joy, and sustainability. We also made changes to the design of our performance -based RSU (“PRSU”) program for fiscal year 2025 to simplify and provide clarity regarding our long -term objectives, incentivize long -term sales growth, and more closely align with the long -term priorities of our “Back to Starbucks” strategy. Please see “ Fiscal Year 2025 Executive Compensation Program Changes ” on page 63 for more information.

Fiscal year 2024 target total direct compensation

As shown below, the vast majority of our NEOs’ target total direct compensation is either variable or “at risk” based on our financial, operating, talent and inclusion, and sustainability results, individual performance, and our stock price. The at risk elements of our fiscal year 2024 program include (i) our Annual Incentive Bonus Plan and (ii) our Leadership Stock Plan, through which PRSUs and time -based RSUs were granted as long -term incentive awards.

* This chart does not include Ms. Ruggeri who served as interim ceo from August 12, 2024, until September 9, 2024, or Mr. Niccol who did not commence employment with the Company until September 9, 2024, in each case, shortly before the end of fiscal year 2024. Ms. Ruggeri is included in the Other NEO Compensation Mix chart.

Compensation policy highlights

ceo new hire package

In connection with Mr. Niccol’s appointment as ceo, in August 2024 we entered into an offer letter with Mr. Niccol, which documents, among other things, his compensation and employment terms. The Compensation Committee, together with the other independent members of our board, spent significant time reviewing Mr. Niccol’s compensation package with the Committee’s independent compensation consultant. In approving the final terms of Mr. Niccol’s compensation package, they considered, among other things:

• Starbucks critical need for a transformative leader at a pivotal moment in its history;

• Mr. Niccol’s leadership and transformation journey at Chipotle—which resulted in significant growth and value creation for Chipotle and set new standards in the industry;

• the substantial value of the cash and equity compensation that Mr. Niccol would forfeit upon his departure from Chipotle in both the near- and long -term ;

• Mr. Niccol’s total target direct compensation as well as his aircraft benefits at Chipotle; and

• Starbucks peer group, which had recently been updated in connection with fiscal year 2025 compensation decisions (see “ Our Executive Compensation Process ” on page 61 for more information regarding these peer group updates).

Based on such considerations, the Compensation Committee and the other independent members of our board ultimately determined that such a compensation package was necessary to recruit a ceo of the caliber of Mr. Niccol, who could effectively execute on a strategic reset of the Company while maintaining the confidence of Starbucks partners, shareholders, and other stakeholders.

In November 2024, Mr. Niccol’s offer letter was amended to (i) clarify that his equity awards should be determined based on target value rather than grant date fair value to correctly capture the intent of the parties to the offer letter with respect to his performance -based equity grants, and (ii) align with Starbucks grant practices with respect to annual equity grants, which are determined based on target value, rather than grant date fair value. The independent members of our board confirmed and ratified Mr. Niccol’s replacement equity grant (as detailed below) in accordance with the amendments to the offer letter.

The Compensation Committee, as well as the other independent members of our board, strongly believe that Mr. Niccol’s leadership is necessary to drive sustainable, long -term growth at Starbucks, and that shareholders have been largely receptive of Mr. Niccol’s appointment as evidenced by Starbucks stock price, which as of January 10, 2025, has increased approximately 20% from the date just prior to the announcement of Mr. Niccol’s appointment as ceo.

The rationale for each of the elements of Mr. Niccol’s compensation and how each element aligns with our compensation philosophy is summarized in the table below. As discussed in greater detail below, Mr. Niccol’s signing bonus and replacement equity grants, which represent a substantial portion of his compensation in fiscal year 2024, are “make whole” awards, which are intended to replace the estimated value of the cash and equity compensation that Mr. Niccol would forfeit upon his departure from Chipotle in both the near- and long -term .

Fiscal year 2024 executive compensation payouts

Our fiscal year 2024 executive program payouts are aligned with our pay -for-performance philosophy. Each of our NEOs who was eligible to earn an annual cash incentive award under the Annual Incentive Bonus Plan earned an award based on our financial and operational results (payout of 14% of target) and their individual performance (payout ranged from 66.7% to 108.3% of target) based on their performance against their individual strategic, operational, and team goals. Our fiscal year 2022 PRSUs (awarded in November 2021) paid out at 42.75% of target as a result of the 60% average achievement against our three -year adjusted EPS targets being reduced by our three -year relative total shareholder return and three -year representation modifier.

Rigorous goal setting

Management and the Compensation Committee worked collaboratively to set targets that would reflect our ambitious performance goals and drive long -term value creation for our shareholders.

FISCAL YEAR 2024 ANNUAL INCENTIVE BONUS PLAN

LEADERSHIP STOCK PLAN

* The three sections shown here are not meant to be representative of their categorical value.

Annual i ncentive b onus p lan

We set our fiscal year 2024 financial performance targets above our actual fiscal year 2023 financial performance consistent with our challenging strategic growth plans and our rigorous goal setting philosophy. For fiscal year 2024, 75% of each participant’s target incentive opportunity was earned based on adjusted net revenue and adjusted operating income financial metrics (increased from 70% in fiscal year 2023), and the remaining 25% was earned based on individual performance (increased from 15% in fiscal year 2023). The Compensation Committee shifted the sustainability goal into our PRSU program and incorporated a metric focused on creating a culture of belonging at Starbucks in the individual performance component. Reducing the number of metrics supports the Compensation Committee’s continued goal of focusing and simplifying the Annual Incentive Bonus Plan. The Annual Incentive Bonus Plan and the results of our fiscal year 2024 performance are described in detail starting on page 48.

Leadership s tock p lan

For fiscal year 2024, the Compensation Committee incorporated a sustainability modifier into the PRSU program and updated the talent modifier to include a broader spectrum of the workforce. Long -term incentives were awarded in two forms: (1) 60% in the form of PRSUs, where the number of shares earned is based on three -year adjusted EPS performance against pre -established annual targets, subject to a downward or upward adjustment of up to 25% based on relative TSR performance, an additional downward or upward adjustment of up to 10% based on achievement of three -year talent goals, and an additional downward or upward adjustment of up to 10% based on achievement of three -year sustainability goals and (2) 40% in the form of time -based RSUs, which vest over four years. The long -term incentives under our Leadership Stock Plan and the results of our fiscal year 2024 performance are described in detail starting on page 55.

EXECUTIVE COMPENSATION PROGRAM

Fiscal Year 2024 Executive Compensation Overview

The following table provides information regarding the elements of our fiscal year 2024 executive compensation program.

(1) Mr. Niccol did not receive a base salary in fiscal year 2023 as his employment did not commence until September 9, 2024.

Annual Incentive Bonus Plan

OVERVIEW

Annual cash incentive awards for the NEOs are paid pursuant to our Annual Incentive Bonus Plan. The Annual Incentive Bonus Plan is designed to reward both collective and individual performance. Awards align compensation with the execution of organization -wide strategic initiatives that drive long -term performance, but also are differentiated to reflect each NEO’s performance with respect to individual goals. Each NEO’s annual incentive award in fiscal year 2024 was based on two components, as shown below. Specifically, 75% of the overall Annual Incentive Bonus Plan payout was based on adjusted net revenue and adjusted operating income goals on a consolidated Company basis and the remaining 25% of the overall Annual Incentive Bonus Plan payout was based on individual performance goals. For each metric, the possible payout can vary from 0% to 200% of target, depending on performance, with linear interpolation used to determine the payout for performance for our financial performance goals.

PERFORMANCE FACTORS: FISCAL YEAR 2024 DESIGN