NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS

Notice is hereby given that the virtual annual meeting of stockholders (the “Annual Meeting”) of Keurig Dr Pepper Inc., a Delaware corporation (“KDP”), will be held on June 9, 2022,10, 2024, at 10:11:00 a.m. ET. You can attend the Annual Meeting online, vote your shares electronically and submit questions online during the meeting by visiting www.virtualshareholdermeeting.com/KDP2022KDP2024 and entering the control number provided on your proxy card, voting instruction form or Notice of Internet Availability of Proxy Materials. If your shares are held in the name of a bank, broker or other nominee and you have any questions about your control number, please contact the bank, broker or other nominee that holds your shares.

Items Of Business:

Stockholders will also transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.

Who May Vote:Stockholders of KDP common stock at the close of business on April 14, 2022 15, 2024. A list of stockholders will be accessible prior to the Annual Meeting upon request from the Corporate Secretary and during the Annual Meeting by visiting the meeting website referenced above.

Distribution Date:A Notice of Internet Availability of Proxy Materials or the Proxy Statement is first being sentmade available to stockholders on or about April 29, 2022 26, 2024.

How You May Vote:(i) VIA THE INTERNET, (ii) BY TELEPHONE, or (iii) BY MAIL.

If your shares are held in the name of a bank, broker or other nominee, follow the instructions you receive from your bank, broker or other nominee on how to vote your shares.

Your vote is very important. To ensure your representation at the Annual Meeting, please complete and return the enclosed proxy card or submit your vote through the Internet or by telephone. Whether or not you plan to attend the meeting, we urge you to vote.

Anthony Shoemaker

Chief Legal Officer & Secretary

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING TO BE HELD ON JUNE 9, 2022:10, 2024:

The Company’s Proxy Statement for the Annual Meeting and the Annual Report on Form 10-K for the year ended December 31, 20212023 are available at www.proxyvote.com by entering the control number provided on your proxy card, voting instruction form or Notice of Internet Availability of Proxy Materials.

TABLE OF CONTENTS

 Proxy Summary 

PROXY SUMMARY

This summary highlights certain information in this Proxy Statement. Stockholders are encouraged to read the entire Proxy Statement and 20212023 Annual Report carefully before voting.

20222024 Annual Meeting Information

Meeting Agenda and Voting Recommendations

Keurig Dr Pepper – A Modern Beverage Company

Keurig Dr Pepper Inc. (“KDP,” “we,” “us,” “our” or the “Company”) is a leading beverage company in North America, with a portfolio of more than 125 owned, licensed and partner brands and distribution capabilities to provide a beverage for every need, anytime, anywhere. With annual revenue approaching $13of approximately $15 billion, and approximately 27,000 employees. KDP holdswe hold leadership positions in beverage categories including soft drinks, specialty coffee, and tea, water, juice and juice drinks and mixers, and marketshave the #1 single serve coffee brewing system in the U.S. and Canada. The Company’s portfolio of more than 125 owned, licensedOur innovative partnership model builds emerging growth platforms in categories such as premium coffee, energy, sports hydration and partnerready-to-drink coffee. Our brands is designed to satisfy virtually any consumer need, any time, and includesinclude Keurig^®, Dr Pepper^®, Canada Dry^®, Mott’s^®, A&W^®, Snapple^®, Peñafiel^®, 7UP^®, Green Mountain Coffee Roasters^®, Canada DryClamato^®, Snapple^®, Bai^®, Mott’s^®, CORECore Hydration^® and The Original Donut Shop^®. ThroughDriven by a purpose to Drink Well. Do Good, our powerful28,000 employees aim to enhance the experience of every beverage occasion and to make a positive impact for people, communities and our planet.

 Proxy Summary 

Company Highlights

KDP is a scaled and disruptive Challenger in the attractive North American beverages industry.

Since our formation in 2018, KDP’s all-weather business model has been tested by a historically dynamic macroeconomic environment. Despite these challenges, the Company delivered strong and resilient performance, including net sales growth of 6% and Adjusted diluted EPS growth of 11% on a compound annual basis, as well as approximately $11 billion in cumulative free cash flow generation.* The Company also underwent a simultaneous transition from a closely held company with a public float of 13% at formation to a widely held company today with a public float of 79%.

Our performance in 2023 highlights KDP’s ongoing operational and financial momentum. We achieved strong consolidated sales and distribution network, KDP can deliverearnings growth, reflecting market share gains in categories representing approximately 85% of our U.S. Refreshment Beverages portfolio, the expansion of our Keurig brewing system to approximately 40 million U.S. households and broad-based in-market success across our International markets. We also continued to demonstrate dynamic and disciplined capital allocation, expanding our portfolio within the quickly growing ready-to-drink coffee and sports hydration categories, raising our dividend and increasing our share repurchase activity.

Our ambitious growth agenda continues and, in early 2024, we previewed a multi-year innovation pipeline for a completely reimagined single-serve coffee system using plastic- and aluminum-free pods. These consumables, called K-Rounds, will feature expertly roasted coffee beans that are ground, pressed and wrapped in a protective plant-based coating. K-Rounds plastic-free pods will work in the new Keurig Alta brewer, which will begin beta testing as early as fall 2024.

In 2023, our Board of hotDirectors initiated a thoughtful succession process that balances continuity and cold beveragesnew perspectives across the Company’s most senior leaders. Notably, in November 2023, Timothy Cofer joined the Company as our Chief Operating Officer, with a planned transition to nearly every pointChief Executive Officer in the second quarter of purchase for consumers. The Company2024. During his time as Chief Operating Officer, Mr. Cofer worked closely with the executive leadership team, including Robert Gamgort, to help drive KDP’s strategic growth agenda, lead each of the Company’s business segments and oversee operations. As a culmination of our robust succession plan, Mr. Cofer ascended to the role of Chief Executive Officer on April 26, 2024, at which time he was also appointed to the Board, with Mr. Gamgort continuing to serve as the Executive Chairman of KDP.

Additionally, in January 2023, KDP welcomed Karin Rotem-Wildeman as our Chief Research & Development Officer, and in November 2023, we elevated Andrew Archambault to the role of President, U.S. Refreshment Beverages; Patrick Minogue to the role of President, U.S. Coffee; and Monique Oxender to the role of Chief Corporate Affairs Officer. Also in November 2023, Sudhanshu Priyadarshi’s role as Chief Financial Officer was expanded to include the position of President, International. With these new appointments, a talented and energized leadership team is committedin place to sourcing, producinglead KDP in its next chapter of growth.

 Proxy Summary 

Looking ahead, KDP has an evolved strategy to guide our 28,000 employees and distributingfurther our beverages responsibly throughtrack record of outstanding value creation. We are driven by our Challenger culture, our purpose to Drink Well. Do Good. corporate responsibility platform, including efforts around circular packaging, efficient natural resource use and supply chain sustainability.our vision of a beverage for every need, anytime, anywhere.

 Proxy Summary 

KDP is a Modern Beverage Company with a portfolio of iconic and new brands, distributed through a flexible and scalable route-to-market network and advanced by a leading approach to data and technology.

Company Highlights

Milestone Achievements in 2021

In 2021, KDP completed milestone achievements on its three-year journey to becoming a Modern Beverage Company. When Keurig Green Mountain, Inc. (“KGM”) and Dr Pepper Snapple Group, Inc. (“DPS”) merged in 2018 (the “Merger”), they formed a new challenger in the beverage industry. Under the guidance of the Board of Directors (the “Board”), KDP set ambitious three-year financial and operational targets to cement the Company’s position as a leader in the marketplace.

By the end of last year, the Company had proven its merger thesis and met or exceeded all of its key commitments. In particular, the Company delivered net sales growth of nearly 5% and Adjusted EPS growth of over 15% on a compound annual basis since the merger while significantly delevering. At the same time, the Company advanced a corporate responsibility agenda that included diversity and inclusion, positive hydration, and regenerative agriculture. These achievements were made in the face of unprecedented obstacles beginning in 2020 in the form of a global pandemic and supply chain challenges.

Succession Plan for 2022 and Beyond

In 2022, KDP’s Board is looking ahead to the next phase of the Company’s development. In April, the Company announced a CEO transition plan that leverages the successful partnership between Robert Gamgort, Executive Chairman and CEO, and Ozan Dokmecioglu, CFO and President of International, to ensure continuity of the Company’s leadership and strategic direction.

Effective July 29, 2022, Mr. Dokmecioglu will become KDP’s next CEO and Mr. Gamgort will begin his two-year commitment to serve as Executive Chairman. Mr. Gamgort and Mr. Dokmecioglu have worked closely together since they both joined KGM in 2016, and their continued collaboration will help drive KDP’s growth as the Company focuses on deploying its exceptional discretionary cash flow to create stockholder value. Mr. Dokmecioglu will join KDP’s Board at the same time he becomes CEO. For more information on Mr. Gamgort’s role as Executive Chairman, see the section entitled “Executive Chairman” on page 11.

As part of the transition, Mr. Gamgort and KDP have entered into an agreement for his role as Executive Chairman, in which Mr. Gamgort has committed to remaining a significant investor in KDP, maintaining at least half of his KDP shareholdings during his tenure as Executive Chairman. In addition, the agreement provides that Mr. Gamgort will serve on no more than one other public company board of directors in addition to KDP. For more information on the new compensation arrangements with Mr. Gamgort and Mr. Dokmecioglu, see the section entitled “2022 Succession Plan” on page 29.

 Proxy Summary 

KDP’s Corporate Responsibility Commitments

Our corporate responsibility commitments aim to ensure our beverages make a positive impact with every drink. Our broad portfolio of products and 27,00028,000 employees give us many opportunities to drive change and be a catalyst for good. Our Drink Well. Do Good. corporate responsibility platform focuses our energy and resources into those areas where we can have the greatest impact. We are grounded in our principles of good governance, ethics and KDP values. Our Board oversees our corporate responsibility strategy and sets the tone for the Company’s commitment to act responsibly and be a force for positive impact.   This summer, we will release our fourthsixth annual Corporate Responsibility Report, continuing our commitment to transparency and information sharing. Our Corporate Responsibility Reports and ethics and compliance policies can be found at keurigdrpepper.com/en/our-company/corporate-responsibility. www.keurigdrpepper.com.

 Proposal 1 — Election of Directors 

PROPOSAL 1 – ELECTIONOF DIRECTORS

		Our Board recommends that you vote “FOR” the election of alleach director nomineesnominee

The Board has nominated the 11 candidates named in this proposal for election as directors at the Annual Meeting. All nominees are currently serving as KDP directors. directors, other than Joachim Creus. Mr. Creus was recommended to the Company by JAB and has been nominated by the Board for election by the Company’s stockholders at the Annual Meeting. Timothy Cofer was appointed to the Board in April 2024 in connection with his promotion to Chief Executive Officer of KDP and has also been nominated for election by the Company’s stockholders at the Annual Meeting. Peter Harf and Larry Young have not been renominated and will no longer serve on the Board upon election of the director nominees at the Annual Meeting, and the size of the Board will be fixed at 11 directors immediately upon election of directors at the Annual Meeting.

Directors are elected annually and serve until their term expires at the 20232025 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified. Each nominee has agreed to be named in this Proxy Statement and to serve if elected. For each director nominee to be approved,elected, assuming a quorum is present, votes cast “FOR” each nominee must exceed votes cast “AGAINST” such nominee. A failure to vote, a broker non-vote or an abstention will not be counted as having been voted onvotes cast either “FOR” or “AGAINST” the election of the applicable nominee, and therefore will have no effect on the vote, assuming a quorum is present.vote.

Our Board currently consists of 12 directors, including one director who is designated by Mondelēz, which owns approximately 5% of our common stock, pursuant to the terms of the Investor Rights Agreement (the “IRA”), dated as of July 9, 2018, by and among KDP, Maple Holdings B.V. and Mondelēz. Michael Call has been nominated as the designated nominee of Mondelēz under the IRA. Justine Tan has not been renominated and will no longer serve on the Board following the Annual Meeting.

Director Nomination Process

The Board is responsible for nominating the Company’s director candidates, with assistance in identifying and recommending nominees from the RemCo. The RemCo uses a variety of methods for identifying and evaluating nominees for director. Candidates may come to the attention of the RemCo through management, current Board members, stockholders or other sources. Mr. Call was recommended by Mondelēz in accordance with the IRA, as described above.

Members of the RemCo, the Lead Independent Director of the Board (the “Lead Director”) and other members of the Board interview potential director candidates as part of the selection process when evaluating new director candidates. The RemCo reviews the background of all potential nominees and determines whether they individually possess the personal and professional attributes necessary to be a director. Any feedback obtained through the Board’s annual self-evaluation process with respect to the ability of individual directors to contribute to the Board is also considered in connection with the nomination process. The RemCo will also consider director nominations by a stockholder made pursuant to the procedures set forth in our Amended and Restated By-Laws (the “By-Laws”) relating to stockholder nominations.

In addition, the Company’s Corporate Governance Principles provide that directors are expected to limit the number of other boards on which they serve so as not to interfere with their service as a director of the Company and ordinarily may not serve on the board of more than three other public companies (or one other public company in the case of a director currently serving as chief executive of a public company). Each of our directors is currently in compliance with these expectations. Directors are required to advise the chair of the RemCo in advance of accepting an invitation to serve on another corporate board of directors. Directors also must inform the RemCo and offer to resign from the Board if his or her principal occupation or business association changes substantially.

Board Composition, Qualifications and Diversity

The Board is committed to the ongoing review of Board composition and regularly discusses the skills and characteristics required of KDP directors in the context of the current makeup of the Board, the operating requirements of the Company and the long-term interests of stockholders. The RemCo also reviews the collective experience of the Board and makes recommendations to the Board regarding the appropriate mix of skillsets, qualifications and attributes of the Board as a whole.

The Board seeks candidates with diverse personal backgrounds and experiences and who are committed to active participation, sharing fresh perspectives and providing constructive feedback to management. Our Board prioritizes candidates with proven executive leadership capabilities; consumer product industry expertise; strategic planning experience; financial and accounting skills; and corporate governance, regulatory and risk management experience. With respect to diversity, the Board may consider such factors as diversity in viewpoint, professional experience, education, international experience, skills and other individual

 Proposal 1 — Election of Directors 

The following matrix and charts highlight the specific skills, attributes and experience of our director nominees, and the absence of a designation does not mean a director nominee does not possess that particular skill or qualification. Each director nominee also contributes other important skills, knowledge, experience, viewpoints, and perspectives to our Board that are not reflected in the matrix and charts below:

Director Skills Matrix

Skills and Experience

Executive Leadership

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Consumer Products

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Strategic and M&A

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Finance & Accounting

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Sustainability/Corp. Resp.

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Brand Marketing

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Digital, Innov. & Tech.

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Public Co. Board

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		Age				Tenure		Tenure

In accordance with Nasdaq’s board diversity listing standards, below we are disclosing aggregated statistical information about our Board’s self-identified characteristics, as voluntarily confirmed to us by each of our directors.

 Proposal 1 — Election of Directors 

Director Independence

The below Board Diversity Matrix provides additional information regarding certain attributesmajority of the current KDP directors. Followingmembers of the 2022 Annual Meeting, the below responses will change when Justine Tan no longer serves as a KDP director.

Director Independence

Board are independent under Nasdaq’s listing standards. In order to determine that a director is independent under Nasdaq’s listing rules, the Board must affirmatively determine, after reviewing all relevant information, that a director does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. Based on these standards, the Board has determined that the following directors are independent: Michael Call,Oray Boston, Juliette Hickman, Paul S. Michaels, Pamela Patsley, Debra Sandler, Robert Singer and Larry Young. The Board also previously determined that Michael Call, a former directors Genevieve Hovde and Nelson Urdaneta were independent.

Robert Gamgort does not qualifydirector, was independent during the period he served as independent due to his position as our CEO. Due to their roles with JAB, our largest stockholder, Olivier Goudet, Peter Harf and Lubomira Rochet are not currently determined to be independent, nor is Justine Tan,director. In determining that Mr. Young, who is serving as a director until the 20222024 Annual Meeting. In determining that Larry YoungMeeting, qualifies as independent, the Board considered that Mr. Younghe has not been employed by the Company in any capacity since his service as DPSthe CEO of Dr Pepper Snapple Group, Inc. (“DPS”) ended over threenearly six years ago at the time of the Merger2018 merger between DPS and Keurig Green Mountain, Inc. (the “DPS Merger”) and that Mr. Young does not have any relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

Timothy Cofer and Robert Gamgort do not qualify as independent due to their positions as our CEO and Executive Chairman, respectively. Due to their roles with JAB, our largest stockholder, Joachim Creus, Olivier Goudet and Lubomira Rochet are not currently determined to be independent. The Board has also considered Mr. Call’s affiliation with Mondelēz but determined that this relationship didPeter Harf, who is serving as a director until the 2024 Annual Meeting, does not preclude a finding of independence. Therefore, the majority of the members of the Board arequalify as independent under Nasdaq’s listing standards.due to his role with JAB.

Director Nominees

 Proposal 1 — Election of Directors 

Director Nominees

 Proposal 1 — Election of Directors 

 Proposal 1 — Election of Directors 

 Proposal 1 — Election of Directors 

 Proposal 1 — Election of Directors 

 Proposal 1 — Election of Directors 

 Corporate Governance Practices 

CORPORATE GOVERNANCE PRACTICES

KDP is committed to strong corporate governance policies and practices, which are embodied in our Corporate Governance Principles, available at investors.keurigdrpepper.com/corporate-governance-guidelines.www.keurigdrpepper.com. The RemCo reviews the Corporate Governance Principles annually to ensure they reflect evolving best practices and regulatory requirements, including Nasdaq listing standards. The governance practices highlighted below are reflected in the Corporate Governance Principles, our By-Laws and our committee charters, as appropriate.

Board Leadership Structure

The Board is responsible for broad corporate policy and overall performance of the Company through oversight of management and stewardship of the Company. Among other duties, the Board selects and advises the Company’s officers, assigns to them responsibility for management of the Company’s business, and monitors their performance.

The Board recognizes that its leadership structure – particularly the combination or separation of the CEO and Chairman roles – is driven by the needs of the Company, and that different leadership structures are appropriate for different circumstances. As a result, the Company does not currently have a policy requiring either the combination or separation of leadership roles. Instead, the Board periodically evaluates its leadership structure and maintains flexibility to determine which arrangement is best suited for the conditions facing the Company at that time.

Executive Chairman

As discussed on page 2, on July 29, 2022,April 26, 2024, Mr. Gamgort will transitiontransitioned his CEO duties to Mr. Cofer and begin a two-year commitment to servebegan serving exclusively as the Company’s Executive Chairman. Mr. Gamgort hashad served as both Chairman of the Board and CEO since 2019.2019, other than a brief period of service as solely Executive Chairman in 2022. By serving in both positions, Mr. Gamgort has beenwas able to draw on his extensive experience leading both public and private companies to focus the Board’s discussions and guide review of the Company’s strategy, which has resultedresulting in efficient decision-making and effective governance during a timefor the Company. With Mr. Cofer transitioning to CEO, the separation of transition following the Merger.CEO and Executive Chairman roles will permit Mr. Cofer to focus on managing and operating the Company, while Mr. Gamgort directs his attention to certain strategic issues determined by the Board.

In his new role serving exclusively as Executive Chairman, Mr. Gamgort will have responsibilities in four distinctthe following areas, as outlined below.unless otherwise determined by the Board:

◾  Assist the RemCo and the Lead Director in evaluation of Board performance

◾  Chair annual meetings of stockholders

Lead Independent Director

In February 2021, the Board created a Lead Director position to bring additional knowledge, oversight and accountability to the Company’s leadership structure. The Company’s Corporate Governance PoliciesPrinciples provide for an independent and active Lead Director who is designated by the independent directors with clearly defined leadership authority and responsibilities. As set forth in the Corporate Governance Principles, the Lead Director’s responsibilities include:

Less formally, the Lead Director acts as a “sounding board” and advisor to the Executive Chairman, and CEO, and he seeks to facilitate healthy discussion among other directors both inside and outside of the boardroom. Recently, the Lead Director also led the Company’s succession planning efforts.

 Corporate Governance Practices 

The Board appointed Paul Michaels served as Lead Director in February 20212023 and was reappointed him to the positionrole in 2022.2024. The independent directors believe that Mr. Michaels bringsis well suited to serve as Lead Director due to his more than 30 years of consumer products industry experience, including at major companies such as Mars, Johnson & Johnson, and Procter & Gamble. He has a track record of industry accomplishments and executive leadership, and he is deeply engaged in the Company’s mission asvision of a Modern Beverage Company.    beverage for every need, anytime, anywhere. As a result of this, he is well positioned to carry out the responsibilities of the Lead Director and provide constructive, independent and informed guidance and oversight to management.

Board Meetings

Our Board met eightseven times during 2021.2023. Each current director attended at least 75% of the total number of meetings of the Board and committees on which such director served that were held during 20212023 while the director was a member. Directors are also expected to attend annual meetings of stockholders, and allten of our eleven directors who were on the Board at the time attended the 20212023 Annual Meeting of Stockholders.

In addition to Board and committee meetings, our directors also discharge their duties through, among other things, less formal group communications, including discussions, briefings and educational sessions with the Chairman and CEO, members of senior management and others as appropriate regarding relevant matters.

Committees

The Board’s standing committees, their membership and the number of meetings held in 20212023 are set forth below. Charters for each of our standing committees are available at our corporate governance webpage at investors.keurigdrpepper.com/corporate-governance-guidelines.www.keurigdrpepper.com.

 Corporate Governance Practices 

 Corporate Governance Practices 

Management

Management plays a central role in the Company’s risk management and regularly provides updates to the Board on a variety of relevant matters, including strategy and operations, cybersecurity, data privacy, sustainability, human capital management, supply chain, legal matters and other key topics. The Company’s processes, disclosure controls and procedures and internal controls are designed to facilitate the identification and management of risks and to cause key risks to be escalated to the Board. In some cases, management implements its risk management function through internal committees. The Company’s full Disclosure Review Committee meets at least quarterly and is comprised of several members of senior management, including our Controller, General Counsel, the financial heads for our business units, the heads of Internal Audit and Financial Planning & Analysis and others. The Disclosure Review Committee discusses key issues within the Company that may implicate public reporting, which are elevated to the Board regarding their respective considerationsas appropriate. Similarly, the Company’s Sustainability Governance Committee, which is comprised of select Executive Leadership Team members and actions.other key leaders, monitors and responds to ESG-related risk and periodically reports to the Board through the Chief Corporate Affairs Officer.

Board Oversight of Corporate Responsibility and ESG Matters

The Board oversees KDP’s corporate responsibility strategy and goals and sets the tone for the Company’s commitment to act responsibly and be a force for positive impact. In early 2022, the Board updated theOur Corporate Governance Principles to formally reflect theour longstanding commitment to addressing ESG matters directly with the full Board. TheIn this regard, the Board added as a core responsibility the oversight ofoversees the Company’s environmental sustainability and social responsibility strategies and commitments, including for climate, water, circular economy, health and wellbeing, sustainability practices within our supply chain, sustainability, human rights, and diversity and inclusion. The RemCo assists the Board with oversight of human capital management strategies and corporate governance matters.

The full Board approves long-term goals and commitments under our focus areas of Environment, Supply Chain, Health & Wellbeing and People & Communities. KDP executive leaders help guide and develop these corporate responsibility programs; the KDP Executive Leadership Team ensures alignment of our corporate responsibility approach and strategies with our long-term business objectives, provides advisory support on programs and provide regularmonitors progress. The Chief Corporate Affairs Officer provides periodic updates on progress to the Board on progress against our goals. Focus areas for the Board in 2021 included sustainable supply chain, health and well-being, diversity and inclusion initiatives and corporate governance. The RemCo assists the Board with oversight of human capital management strategies and corporate governance matters.Board.

We are committed to transparency and information sharing in corporate responsibility, and otherincluding related ESG topics that impact our Company, and plan to release our fourthsixth annual Corporate Responsibility Report in the summer of 2022.2024. Our Corporate Responsibility Reports and policies, including our ethics and compliance policies, can be found at keurigdrpepper.com/en/our-company/corporate-responsibility.www.keurigdrpepper.com. The information on, or accessible through, our website is not incorporated by reference into, and is not a part of, this Proxy Statement.

Board and Committee Evaluations

The Board, as well as each standing committee, conducts an annual self-evaluation to assess its performance. All directors participate in the formal evaluation process, responding to written questions designed to elicit information to be used in improving Board and committee effectiveness. Director feedback is solicited from the formal self-evaluation process and is shared on an anonymous basis with the entire Board and committee and, where appropriate, addressed with management. In response to feedback from the evaluation process, our Board and committees work with management to take concrete steps to improve our policies processes, and procedures to further Board and committee effectiveness.

Code of Conduct

We are dedicated to earning the trust of our customers and investors, and our actions are guided by the principles of integrity, trustworthiness, dependability and respect. The Board has adopted a Code of Conduct that applies to all employees, officers and directors.directors are expected to adhere to. All employees and all Board members are required to participate in annual Code of Conduct training and certifications.

Certain Relationships and Related Party Transactions

Related Person Transactions Policy

We have adopted a written Related Person Transactions Policy, which applies to any transaction or proposed transaction in which KDP is a participant, the amount involved exceeds $120,000, and a related person under the policy has a direct or indirect material interest. In general, related persons are directors, executive officers, their immediate family members, and stockholders beneficially owning more than 5% of our outstanding stock or more than 10% of Acorn Holdings B.V. (an investment entity affiliated with JAB), includingand their immediate family members. Pursuant to this policy, management determines whether a transaction requires review by the disinterested directors of the Board or Audit Committee. Based on its consideration of all of the relevant facts and circumstances, the disinterested members of the Board or Audit Committee, as applicable, decide whether or not to approve such transactions and approve only those transactions that are deemed to be in the best interests of KDP and its stockholders. Our Related Person Transactions Policy also includes certain exceptions for transactions that are considered pre-approved by under the Board.terms of the policy.

Certain Related Person Transactions

Existing Commercial Arrangements with JAB Related Persons

KDP has previously negotiated and disclosed a number of arm’s length commercial arrangements with Peet’s Coffee & Tea, Inc. (“Peet’s”), Caribou Coffee Company, Inc. (“Caribou”), Panera Bread Company (“Panera”), Einstein Bros Bagels (“Einstein Bros”), and Krispy Kreme, Doughnuts Inc. (“Krispy Kreme”). KDP’s largest stockholder, JAB, has controlling or significant investments in Peet’s, Krispy Kreme and Panera Brands, which includes Caribou Panera,and Einstein Bros and Krispy Kreme.Bros.

KDP purchases certain raw materials from Peet’s and manufactures coffee and tea portion packs under Peet’s brands for sale by KDP and Peet’s in the U.S. and Canada. KDP exclusively manufactures, distributes and sells Peet’s ready-to-drink beverage products in the U.S. and Canada. Peet’s is also an authorized distributor of KDP products. KDP licenses the Caribou Panera and Krispy Kreme trademarks for use in the manufacturing of portion packs for the Keurig brewing system. KDP also sells various syrups and packaged beverages to Caribou, Panera, Einstein Bros and Krispy Kreme for resale to retail customers.

Related Person Transactions in 2024

On March 5, 2024, KDP repurchased 35 million shares from JAB, our largest stockholder, (the “Repurchase”) in connection with JAB’s underwritten secondary offering of 100 million shares of KDP’s common stock. KDP repurchased the shares at a per share of $28.90, the price paid by the underwriters, for a total price of $1,011,500,000. In accordance with our Related Person Transactions Policy, the Repurchase was approved by a majority of the disinterested directors on the Board.

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires our directors and officers and persons who own more than 10% of our common stock to file reports of ownership and changes in ownership with the SEC and Nasdaq and to furnish us with copies of the reports.SEC. Based on our review of such reports and written representations from our directors and officers, except as previously reported, we believe that all such filing requirements were met from January 1, 20212023 through the record date, with the exception of one Form 3 relating to former director Nelson Urdaneta’s election as a director, filed late on September 16, 2021, and(1) for Karin Rotem-Wildeman, one Form 4 relating to a vesting for Mauricio Leyva,one transaction, filed late on April 8, 2022, in each caseAugust 4, 2023 due to administrative error.error and (2) for Roger Johnson, one timely filed Form 3 that inadvertently reported the incorrect number of shares of common stock beneficially owned.

Where to Find More Information

To learn more aboutYou can access our corporate governance practices and our otherdocuments, including the policies you can access the governance documents listed below, at investors.keurigdrpepper.com/corporate-governance-guidelines and other policies at keurigdrpepper.com/en/our-company/ethics-and-compliance.www.keurigdrpepper.com. We will also provide copies of any of these documents to stockholders upon written request to the Corporate Secretary.

 Corporate Governance Practices 

Stockholder Outreach and Communications with the Board

As part of our effort to better understand our stockholders’ perspectives, we regularly engage with our stockholders, seeking their input and views on various matters. We discuss a variety of topics with our stockholders, including the Company’s business strategy, financial performance, executive compensation and environmental, social and governance matters. The Board values our stockholders’ perspectives, and the feedback we receive continues to inform our policies and practices.

Any interested party may communicate with the Board, the Executive Chairman, the Lead Director or the independent directors on a Board-related issue by sending an email to ir@kdrp.com or corporatesecretary@kdrp.com or sending a written communication to: Corporate Secretary, Keurig Dr Pepper Inc., 6425 Hall of Fame Lane, Frisco, TX 75034. Communications related to the responsibilities of the Board will be distributed to the Board, or to any individual director or directors as appropriate, depending on the facts and circumstances outlined in the communication.

Director Compensation

Our non-employee director compensation program is guided by three goals: compensation should fairly pay directors for work required in a company of our size and scope; compensation should align directors’ interests with the long-term interests of stockholders; and the structure of the compensation should be easy for stockholders to understand. The Board believes that a director’s total compensation should include a significant equity component because it believes that this more closely aligns the long-term interests of directors with those of stockholders and provides a continuing incentive for directors to foster the Company’s success. In furtherance of these goals, our non-employee directors are bound by an equity ownership requirement of at least five times the annual cash retainer for a director.

Directors’ compensation is determined by the Board, and the RemCo makes recommendations to the Board based on periodic benchmarking assessments and advice received from Frederic W.FW Cook, & Co., its independent compensation consultant. In 2020, the Board approved an annual cash retainer for the newly-appointed Lead Director of $40,000 per year and approved an increase of $10,000While director compensation was unchanged from fiscal 2022 to the cash retainer granted to the chair of the Audit Committee, each effective beginningfiscal 2023, in fiscal 2021. In 2021,2023, the Board approved an increase of $5,000$10,000 to the annual equity award granted to all directors and an increase of $5,000 to the annual cash retainer for all directors, effective beginning in fiscal 2022,2024, in each case to maintain alignment with market practices for a company of our size and scope.

Summary of 2023 Compensation Elements

In determining the number of shares that will be issued in connection with an annual equity award to directors, the Company divides the dollar amount of an award approved by the Board by the closing price per share of KDP common stock on the date of grant of the award. Annual equity awards to directors vest in full on the fifth anniversary of the grant date. If a director’s service with the Company terminates for any reason, the award will vest in full on the termination date, except that awards granted within one year of the termination date will vest on a pro rata basis. In determining the number of shares that will be issued in connection with an annual equity award to directors, the Company divides the dollar amount of an award approved by the Board by the closing price per share of KDP common stock on the date of grant of the award.

Summary of 2021 Compensation Elements

 Corporate Governance Practices 

Non-Employee Director Compensation for Fiscal 20212023

The following table contains information with respect to the annual compensation of our non-employee directors earned during 20212023 with respect to their Board service: