Keurig Dr Pepper Inc. appointed Ozan Dokmecioglu as new CEO

Item 5.02 
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. 


On April 1, 2022, the Board of Directors (the "Board") of Keurig Dr Pepper Inc. (the "Company" or "Keurig") approved a succession plan pursuant to which Robert J. Gamgort will transition from his position as President and Chief Executive Officer of the Company effective as of July 29, 2022 (the "Transition Date"). Mr. Gamgort will continue to serve as Executive Chairman of the Board through July 26, 2024. 

The Board has appointed Ozan Dokmecioglu, currently the Company's Chief Financial Officer and President, International, to the role of President and Chief Executive Officer effective as of the Transition Date. The information required by Items 401(b), (d), (e) of Regulation S-K with respect to Mr. Dokmecioglu is included in the Company's annual proxy statement filed with the U.S. Securities and Exchange Commission on April 30, 2021, and is hereby incorporated by reference herein. There are no related party transactions between Mr. Dokmecioglu and the Company reportable under Item 5.02 of Form 8-K and Item 404(a) of Regulation S-K. 

Mr. Gamgort's Letter Agreement 

In connection with his transition, the Company entered into a letter agreement with Mr. Gamgort on April 5, 2022 (the "Letter Agreement") with an employment term commencing on the Transition Date and ending on July 26, 2024 (the "Term"). Pursuant to the Letter Agreement, Mr. Gamgort will receive an annual base salary of $1,000,000 and will be eligible to receive an annual bonus at a target level of 100% of his base salary. Mr. Gamgort will also be granted a long-term incentive award on or around the Transition Date with a grant date value of $5,000,000 in the form of restricted stock units ("RSUs") that will fully vest at the end of the Term, subject to his continued employment and other vesting conditions. 

Mr. Gamgort commits in the Letter Agreement that he will continue to hold, and not sell, at least 50% of the number of shares of the Company's common stock that he holds as of April 5, 2022 through the end of the Term. Mr. Gamgort further commits that, during the Term, he will (i) not engage in any other business, profession or occupation for compensation or which would conflict or interfere with his duties as Executive Chairman, and (ii) serve on no more than one other public company board of directors in addition to the Company. 

The foregoing summary of the Letter Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Letter Agreement, a copy of which is filed as Exhibit 10.1 hereto. 

Compensatory Arrangements with Mr. Dokmecioglu 

In connection with his appointment as President and Chief Executive Officer, effective as of the Transition Date, Mr. Dokmecioglu will receive an annual base salary of $1,250,000 and will be eligible to receive an annual bonus at a target level of 150% of his base salary. He will be granted two long-term incentive awards: (i) in September 2022, an award of RSUs with a grant date value of $900,000, which will vest 60% on the third anniversary of the date of grant and 20% on each of the fourth and fifth anniversaries of the date of grant, and (ii) on or around the Transition Date, an award of RSUs with a grant date value of $14,000,000, which RSUs will vest in one-third installments on each of the third, fourth and fifth anniversaries of the date of grant, subject to his continued employment, maintenance of shareholdings at an amount equal to the award, and other vesting conditions.