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

On September 15, 2020, the Remuneration and Nomination Committee (the "Committee") of the Board of Directors (the "Board") of Keurig Dr Pepper Inc. (the "Company") approved retention incentive awards for three of the Company's Named Executive Officers. The awards are structured as restricted stock units ("RSUs") that vest in four equal installments on each of the second, third, fourth and fifth anniversary of the date of grant, subject to continued employment with the Company and other vesting conditions, including the requirement that the executive has retained ownership of at least as many shares of Company stock as the full number of RSUs that were granted. Upon vesting, each RSU is settled in one share of the Company's common stock.

On the Committee's recommendation, the Board approved RSU awards as set forth below, with a grant date of September 15, 2020:



Name               Title                                  Number of RSUs
Robert Gamgort     Chairman & Chief Executive Officer     868,056
Ozan Dokmecioglu   Chief Financial Officer                381,945
Derek Hopkins      Chief Commercial Officer               173,612

Each of these executives currently holds significant equity awards granted in 2016 that are scheduled to cliff vest in the first quarter of 2021, following a five-year holding period. The new RSU awards reflect the Board's commitment to retaining critical executive talent after such vesting event and ensuring management's continued focus on long-term value creation and alignment with shareholders.

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