April 24, 2024

Dear Stockholders,

I am so excited for what is ahead of us at Krispy Kreme and our strategy is clear: To make our fresh doughnuts available in more places and to keep reminding people of the joy that is Krispy Kreme, not just to eat but to share and give to others.

We made great progress on this in 2023 with strong consumer demand and increased access to our fresh doughnuts in both existing and new markets around the world. We also improved profitability as we grew, demonstrating the productivity benefits of our unique Hub and Spoke operating model.

Here are several important 2023 performance results:

In 2023, the brand delivered very impressive results, finishing the year with more than 40 billion media impressions reflecting how well Krispy Kreme’s fresh and innovative doughnuts resonated with the consumer.

Ecommerce continued to play a big role within our business, growing to 19.3% of retail sales, and we ended the year with 15 million loyalty members as well as important operational improvements to our website, app and in shop availability.

Operating in 39 countries, we successfully opened in seven new ones last year: Chile, Costa Rica, Ecuador, France, Jamaica, Kazakhstan and Switzerland. Notably, our Paris opening represented a record-breaking launch during the fourth quarter. This shop was our best performing shop worldwide on a sales basis in December.

The continued expansion of our Delivered Fresh Daily model increased profitability year-over-year with Adjusted EBITDA¹ margin improving 10 basis points to 12.6%. During the year, we also scaled our supply chain, built a support team, added technology and new equipment, and enhanced field training to support the channel’s expansion.

At the end of 2023, we also published our inaugural Be Sweet Responsibility Report, which was a detailed, data-driven analysis of the brand’s progress and future goals tied to three key pillars of responsibility: Loving Our Krispy Kremers, Loving Our Communities, and Loving Our Planet. This represented our commitment to drive positive impact. For all of us at Krispy Kreme, being sweet is an ongoing mission, and we’ll keep striving to make a positive difference in the long-term.

Our Focus for 2024: A Bigger and Better Krispy Kreme

Krispy Kreme has started the year by continuing to expand availability of our doughnuts around the world including in our newer sales channels like club stores and quick service restaurants where we are creating operating leverage through distribution density and production utilization. We are also ensuring we have quality fresh doughnuts in every channel every day, offering new and exciting specialty premium doughnuts and updating our digital commerce capabilities. Together, these steps will result in high quality, profitable growth, and a bigger and better company.

I want to close by expressing my heartfelt gratitude again to my predecessor Mike Tattersfield for his passion, leadership, and dedication to our Krispy Kremers and the business during the last few years. It’s an honor and a privilege to lead this incredible team and company.

To our stockholders, thank you for your trust in our strategy and execution.

Josh Charlesworth

President and CEO

Krispy Kreme

Notice of 2024 Annual Meeting of Stockholders

To Our Stockholders,   Notice is hereby given that the virtual annual meeting of stockholders (the “Annual Meeting”) of Krispy Kreme, Inc., a Delaware corporation (“KKI”), will be held on June 18, 2024, at 10:00 a.m. ET. You can virtually attend the Annual Meeting online at www.proxydocs.com/DNUT or vote your shares electronically online at www.proxypush.com/DNUT or via telephone at 1-866-475-0865. Submit questions online during the meeting by visiting www.proxydocs.com/DNUT and entering the control number provided on your proxy card, voting instruction form, or Notice of Internet Availability of Proxy Materials.   Items of Business   1.  To elect 11 directors to hold office for a one-year term and until their respective successors shall have been duly elected and qualified;   2.  To approve an advisory resolution regarding KKI’s executive compensation;   3.  To ratify the appointment of Grant Thornton LLP as KKI’s independent registered public accounting firm for fiscal year 2024; and   4.  To transact such other business as may properly come before the Annual Meeting or any adjournment thereof.   Who May Vote: Stockholders of KKI common stock at the close of business on April 19, 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 sent to stockholders on or about April 24, 2024.   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.       Catherine Tang Corporate Secretary   WHETHER OR NOT YOU PLAN TO VIRTUALLY ATTEND THE ANNUAL MEETING, YOU MAY VOTE AND SUBMIT YOUR PROXY ELECTRONICALLY, BY TELEPHONE OR BY REQUESTING A PRINTED COPY OF THE PROXY MATERIALS AND COMPLETING AND RETURNING BY MAIL THE PROXY CARD YOU WILL RECEIVE IN RESPONSE TO YOUR REQUEST.						Meeting Information
				Date:   Time:		June 18, 2024   10:00 a.m., Eastern time
				Location:		Virtual Meeting www.proxydocs.com/DNUT
				How to Vote
						Via the Internet visit www.proxypush.com/DNUT
						By Telephone call 1-866-475-0865
						By Mail Stockholders who have received a paper copy of a proxy card or voting instruction form by mail may submit proxies by completing, signing, and dating their proxy card or voting instruction form and mailing it in the accompanying pre-addressed envelope.
				Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be held on June 18, 2024:   The Company’s Proxy Statement for the Annual Meeting and the Annual Report on Form 10-K for the year ended December 31, 2023 are available at www.proxydocs.com/DNUT by entering the control number provided on your proxy card, voting instruction form, or Notice of Internet Availability of Proxy Materials.

Table of Contents

2024 Proxy Statement

Proxy Summary

This summary highlights certain information regarding KKI’s evolution, performance, corporate governance, and compensation practices. Stockholders are encouraged to read the entire Proxy Statement and Annual Report on Form 10-K for the fiscal year ended December 31, 2023 carefully before voting.

2024 Annual Meeting Information

Meeting Information						How to Vote
Date:   Time:		June 18, 2024   10:00 a.m., Eastern Time				Via the Internet visit www.proxypush.com/DNUT
Location:		Virtual Meeting www.proxydocs.com/DNUT				By Telephone call 1-866-475-0865
						By Mail   Stockholders who have received a paper copy of a proxy card or voting instruction form by mail may submit proxies by completing, signing, and dating their proxy card or voting instruction form and mailing it in the accompanying pre-addressed envelope.
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be held on June 18, 2024:   The Company’s Proxy Statement for the Annual Meeting and the Annual Report on Form 10-K for the year ended December 31, 2023 are available at www.proxydocs.com/DNUT by entering the control number provided on your proxy card, voting instruction form, or Notice of Internet Availability of Proxy Materials.

Meeting Agenda and Voting Recommendations

Krispy Kreme—A Beloved Sweet Treat Brand

Krispy Kreme, Inc. (“KKI”) and its subsidiaries (collectively, the “Company” or “Krispy Kreme”) is one of the most beloved and well-known sweet treat brands in the world. Our iconic Original Glazed^® doughnut is universally recognized for its hot-off-the-line, melt-in-your-mouth experience. Krispy Kreme operates in 39 countries through its unique network of fresh Doughnut Shops, partnerships with leading retailers, and a rapidly growing E-commerce and delivery business with more than 14,000 Global Points of Access. Our purpose of touching and enhancing lives through the joy that is Krispy Kreme guides how we operate every day and is reflected in the love we have for our people, our communities, and the planet.

2024 Proxy Statement | 1

PROXY SUMMARY

Fiscal Year 2023 Company Highlights

Fiscal Year 2023 Company Highlights

2024 Director Nominees

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PROXY SUMMARY

Corporate Governance Highlights

Corporate Governance Highlights

Board Diversity and Independence

Board Practices

Oversight of our Risk, Strategy, Ethics, and Responsibility

Key Executive Compensation Practices

Key Responsibility Commitments and Progress

2024 Proxy Statement | 3

PROPOSAL 1:

ELECTION OF DIRECTORS

Our Board recommends that you vote “FOR” the election of all director nominees

Proposal Summary

The Board has nominated the 11 candidates named in this proposal for election as directors at the Annual Meeting. Directors are elected annually and serve until their term expires at the 2025 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, 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 on the applicable nominee, and therefore will have no effect on the vote, assuming a quorum is present.

Our Board is currently comprised of 11 directors consisting of Olivier Goudet (Chair), Marissa Andrada, David Bell, Joshua Charlesworth, David Deno, Paul Michaels, Gerhard Pleuhs, Debbie Robers, Michael Tattersfield, Philip Telfer, and Michelle Weese. Mr. Tattersfield will not be standing for re-election at the Annual Meeting and the Board has nominated Patricia Capel.

Director Nomination Process

The Board is responsible for nominating the Company’s director candidates, with assistance in identifying and recommending nominees from the Remuneration Committee. The Remuneration Committee uses a variety of methods for identifying and evaluating nominees for director. Candidates may come to the attention of the Remuneration Committee through management, current Board members, stockholders, or other sources.

Members of the Remuneration Committee, 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 Remuneration Committee 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 Remuneration Committee 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.

At the end of 2023, Ms. Rochet tendered her resignation to the Board and, with the change in our CEO, the Board elected Mr. Charlesworth.

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 KKI 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 Remuneration Committee 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, 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 qualifications and attributes that contribute to board diversity, including characteristics such as age, gender, race, and national origin. Specific attributes of our 2024 director nominees are summarized below.

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PROPOSAL ONE: ELECTION OF DIRECTORS

Director Independence

Board Diversity Matrix

For the 11 directors serving as of April 24, 2024, and nominated to serve until the 2025 annual meeting of stockholders:

Director Independence

Our board of directors (the “Board”) has determined that Ms. Andrada, Mr. Deno, Mr. Michaels, Mr. Pleuhs, Mr. Telfer, and Ms. Weese are “independent directors” as defined under the listing requirements of Nasdaq. In making these determinations, our Board reviewed and discussed information provided by the directors and us with regard to each director’s business and personal activities and relationships as they may relate to us and our management, including the beneficial ownership of our common stock by each non-employee director and the transactions involving them described in the section entitled “Certain Relationships and Related Party Transactions.” In addition to determining whether each director satisfies the director independence requirements set forth in the listing requirements of Nasdaq, in the case of members of the Audit Committee and Remuneration Committee, our Board has also affirmatively determined that such members also satisfy the separate independence requirements and standards imposed by the Securities and Exchange Commission (the “SEC”) and Nasdaq for Audit Committee members and by the SEC, Nasdaq, and the IRS for Remuneration Committee members.

There are no family relationships among any of our directors or executive officers.

Director Nominees

2024 Proxy Statement | 5

PROPOSAL ONE: ELECTION OF DIRECTORS

Director Biographies

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PROPOSAL ONE: ELECTION OF DIRECTORS

Director Biographies

2024 Proxy Statement | 7

PROPOSAL ONE: ELECTION OF DIRECTORS

Director Biographies

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PROPOSAL ONE: ELECTION OF DIRECTORS

Director Biographies

2024 Proxy Statement | 9

PROPOSAL ONE: ELECTION OF DIRECTORS

Director Biographies

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PROPOSAL ONE: ELECTION OF DIRECTORS

Director Compensation Table

Director Compensation Table

The following table sets forth information regarding non-employee director compensation during fiscal year 2023. We pay four primary components of compensation to our non-employee directors: an annual cash retainer, committee retainer, committee chair retainer, and equity grants in the form of time vesting RSUs that vest 60% on the third anniversary of the grant date, 20% on the fourth anniversary of the grant date and 20% on the fifth anniversary of the grant date. Equity treatment upon a termination of director service is generally as described under “Equity Treatment Upon Termination Scenarios” below, except that references to employment are replaced with references to engagement and retirement is generally defined as a termination, other than for cause, after attaining the age of 70 or such other mandatory retirement age set by the Board. Board members may from time to time receive fees for service on ad hoc committees. Each such director will also be entitled to reimbursement for all out-of-pocket expenses of such director in attending each meeting of the Board and any committee thereof.

2024 Proxy Statement | 11

CORPORATE GOVERNANCE PRACTICES

KKI is committed to strong corporate governance policies and practices. The governance practices highlighted below are reflected in our By-Laws and our committee charters, as applicable.

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 the leadership structure and combination or separation of the CEO and Chairman roles are driven by the needs of the Company, and that, depending on the circumstances, a different leadership model might be appropriate. As a result, the Company does not currently have a policy requiring either the combination or separation of leadership roles, but the Board periodically evaluates this structure and determines whether to separate the roles based upon the circumstances, which maintains flexibility based on the Company’s needs. The Board has determined that the current leadership structure, consisting of separate Chairman and CEO roles with a Lead Director, is appropriate given our continued development as a public company.

Lead Independent Director

The Lead Director’s responsibilities include:

Less formally, the Lead Director acts as a “sounding board” and advisor to the Chairman and CEO and seeks to facilitate healthy discussion and open dialogue among other directors both inside and outside of the boardroom.

Board Meetings

Our Board met five times during 2023. During each director’s term, each director attended at least 75% of the meetings of the Board and committees on which such director served that were held during 2023. Directors are also expected to attend the annual meetings of stockholders. All directors serving at the time attended the 2023 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 2023 are set forth below. Charters for each of our standing committees are available at our corporate governance webpage at https://investors.krispykreme.com/governance/governance-documents/default.aspx.

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CORPORATE GOVERNANCE PRACTICES

Committees

Committees of the Board of Directors

We have established the following committees of our Board:

Audit and Finance Committee

The Audit Committee, among other things:

The members of the Audit Committee are Messrs. Deno, Michaels, Pleuhs, and Telfer. Mr. Deno is the Chair of our Audit Committee. Our Board has affirmatively determined that each of Messrs. Deno, Michaels, Pleuhs, and Telfer meet the definition of “independent director” for purposes of serving on the Audit Committee under Rule 10A-3 of the Exchange Act and the corporate governance standards of Nasdaq. Our Board has determined that each director appointed to the Audit Committee is financially literate, and our Board has determined that Mr. Deno satisfies the criteria adopted by the SEC to serve as an “audit committee financial expert.”

The Audit Committee held six meetings in 2023.

Remuneration and Nomination Committee

The Remuneration Committee, among other things:

The members of the Remuneration Committee are Ms. Andrada and Messrs. Michaels and Pleuhs. Ms. Andrada is the Chair of our Remuneration Committee. Our Board has affirmatively determined that Ms. Andrada and Messrs. Michaels and Pleuhs each meet the definition of “independent director” for purposes of serving on the Remuneration Committee under the corporate governance standards of Nasdaq. All members of our Remuneration Committee are “non-employee” directors as defined in Rule 16b-3(b)(3) under the Exchange Act.

The Remuneration Committee held four meetings in 2023.

Remuneration and Nomination Committee Interlocks and Insider Participation

No member of our Remuneration Committee is or has been one of our officers or employees, and none has any relationship with us of the type that is required to be disclosed under Item 404 of Regulation S-K. None of our executive officers serves or has served as a member of the Board, Remuneration Committee or other Board committee performing equivalent functions of any entity that has one or more executive officers serving as one of our directors or on our Remuneration Committee.

2024 Proxy Statement | 13

CORPORATE GOVERNANCE PRACTICES

The Board’s Oversight Responsibilities

The Board’s Oversight Responsibilities

The Company’s corporate governance practices and policies ensure substantial independent oversight of management. For instance:

Board Oversight of Risk

The Board’s role in the Company’s risk oversight process includes reviewing and discussing with management key areas of material risk to the Company. Annually, the Board reviews and provides input on the Company’s enterprise risk management assessment. The Board primarily oversees matters related to strategic, operational, financial, and legal risks. The Audit Committee oversees matters of financial, legal, and compliance risk, including cybersecurity matters. The Remuneration Committee addresses risks related to compensation and other talent-related matters, as well as risks associated with Board independence and governance. Committees report to the full Board regarding their respective considerations and actions.

Board Oversight of Responsibility

KKI uses an integrated governance structure to oversee, develop, and execute the Company’s Responsibility strategy to act responsibly and be a force for positive impact. The full Board is responsible for oversight, input, and guidance on long-term goals and commitments. The Company’s executive leaders help guide and develop these corporate responsibility programs and provide regular updates, at least twice annually, to the Board on progress toward our goals. The Be Sweet Working Group, which includes executive leaders, has direct responsibility for driving the strategy, operational development, and execution of Responsibility initiatives. In 2023, the Company hired three key roles to build our Responsibility engine: Global Sustainability Lead, Global Belonging, Diversity, Equity, Inclusion and Accessibility Lead, and a VP, Global Corporate Communications & Partnership Engagement. Focus areas for the Company in 2023 included, among other things, diversity and inclusion, equity and access, food waste reduction, community engagement, responsible sourcing, sustainable packaging, energy use, and GHG emissions.

We are committed to transparency and information sharing in corporate responsibility and other Responsibility topics that impact our Company. We have published the Company’s first report on Responsibility initiatives in late fiscal year 2023.²

Board and Committee Evaluations

The Board, as well as each committee, will conduct an annual self-evaluation to assess its performance. All directors will 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 will be solicited from the formal self-evaluation process and shared verbatim 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 will work with management to take concrete steps to improve our policies, processes, and procedures to further Board and committee effectiveness.

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CORPORATE GOVERNANCE PRACTICES

Code of Conduct

Code of Conduct

We are dedicated to earning the trust of our customers and investors, and our actions are guided by the principles of honesty, trustworthiness, integrity, dependability, and respect. The Board has adopted a Code of Conduct that applies to all employees, officers, and directors. All employees and all Board members are required to acknowledge the Code of Conduct upon hire and will participate in annual training and certifications. Key members of global management participate in quarterly Code of Conduct certifications.

Our Code of Conduct is posted on our website at https://investors.krispykreme.com/ir-home/. We intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K or applicable stock exchange rules regarding any amendment to, or waiver from, a provision of the Code of Conduct for our senior financial officers, including the chief executive officer, either by posting such information on our website at https://investors.krispykreme.com/governance/governance-documents/default.aspx or by filing a Current Report on Form 8-K with the SEC.

Be Sweet in All That We Do

OUR RESPONSIBILITY: BEING SWEET

We strive to Be Sweet and Inspire Engagement in all that we do to fulfill our purpose of touching and enhancing lives through the joy that is Krispy Kreme. In 2021, we completed our first materiality assessment to determine the Responsibility priorities that are most important to our investors, customers, employees, and communities. By incorporating Responsibility principles into how we do business and our day-to-day operations, we address those issues that matter most.

We believe this has great ability to create positive change and joy, allowing us to strengthen our business and culture.

In 2023, we published our first Be Sweet Responsibility Report, which begins to align with the Task Force on Climate-related Financial Disclosures (TCFD) and with the UN Sustainable Development Goals (UN SDGs).³

OUR BE SWEET STRATEGY

To achieve our goal to be the most loved sweet treat brand in the world, we understand that our actions must be socially and environmentally responsible. Our Be Sweet Strategy encompasses our approach in addressing Responsibility matters that are most important to us and our stakeholders. This strategy is a core element of our long-term growth strategy and reflects our unwavering commitment to becoming a responsible steward for both the environment and society. Built around three core pillars and our governance model, our Be Sweet Strategy serves as our framework to achieve a more sustainable and inclusive future:

(1) Loving Our Krispy Kremers, (2) Loving Our Communities, (3) Loving Our Planet, and (4) Governance & Oversight.

2024 Proxy Statement | 15

CORPORATE GOVERNANCE PRACTICES

Be Sweet in All That We Do

BE SWEET RESPONSIBILITY OVERSIGHT

We have developed a governance structure that integrates our Be Sweet Strategy across all business functions, ensuring that we pursue long-term business goals responsibly and drive positive impact simultaneously for society and the environment. The full Board oversees our Be Sweet Strategy, providing guidance and strategic recommendations to our management team. Two executive sponsors, who are also members of the Global Leadership Team, along with other key functional leaders, report progress to the Board semi-annually. The executive sponsors guide the Be Sweet Working Group, which is led by our Global Sustainability Lead, and includes representation from across our global markets and corporate functions. The Be Sweet Working Group has direct responsibility to execute all Be Sweet initiatives across Krispy Kreme’s operations and achieve commitments. This group brings together global perspectives to drive day-to-day initiatives at Krispy Kreme.

Krispy Kreme took significant steps in 2023 to advance our Be Sweet strategy and execution by filling three key roles: Global Sustainability Lead; Global Head of Belonging; Inclusion, Diversity, Equity, & Accessibility; and VP, Global Corporate Communications & Partnership Engagement. We are committed to advancing our strategy of loving people, loving communities, and loving planet.

UN Sustainable Development Goals (UN SDGs):

Krispy Kreme also engages in corporate and operational activities that support several United Nations Sustainable Development Goals (UN SDGs) including:

LOVING OUR PEOPLE

Each day, our ~22,800 Krispy Kremers bring our brand to life, touching and enhancing the lives of millions of people worldwide. We strive to create a workplace where each Krispy Kremer can be their Original self and feel safe. We are committed to ethical organizational governance, promoting business ethics and integrity, protecting human rights, and embracing diversity, starting in the board room, and cascading through the company.

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CORPORATE GOVERNANCE PRACTICES

Be Sweet in All That We Do

We will achieve this by focusing on:

2024 Proxy Statement | 17

CORPORATE GOVERNANCE PRACTICES

Be Sweet in All That We Do

In the U.S., we offer:

We offer many benefits to part-time Krispy Kremers too, creating a competitive recruiting and retention advantage.

LOVING OUR COMMUNITIES

At Krispy Kreme, sharing joy is at the center of everything we do, and we are committed to inspiring this in our communities worldwide.

Our Krispy Kremers proudly love and support our communities in many ways by supporting children in need and by giving to important organizations such as:

Let’s Raise Some Funds, Together

Krispy Kreme’s community fundraising program is simple yet incredibly impactful: community organizations can raise funds by selling our iconic doughnuts and receive 50% of sales for their causes. In 2023, this effort enabled more than 100,000 community organizations and charitable events to raise more $43 million globally.

Acts of Joy

Grounded in our commitment to give back to our communities, Krispy Kreme’s Acts of Joy capture our spirit of giving and belief in generosity. From giving someone a free, fresh doughnut to donating time to charitable causes, it’s all about sharing smiles and creating joyful moments. Our purpose to touch and enhances lives through the joy that is Krispy Kreme serves as our guide.

Our favorite Act of Joy from 2023? The Krispy Kreme U.K. team launched an Act of Joy button on their cash registers to empower Krispy Kremers to spread joy by giving a free doughnut to consumers who were celebrating a special moment or needed an extra smile in their day.

In 2023, our communities around the world enjoyed more than six million doughnuts through Acts of Joy.

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CORPORATE GOVERNANCE PRACTICES

Be Sweet in All That We Do

LOVING OUR PLANET

We are committed to loving our planet by reducing our impact, taking steps to protect the environment, and launching new sustainability initiatives worldwide.

GHG EMISSIONS AND ENERGY MANAGEMENT

We recognize the importance of reducing our impact on the climate and prioritizing efforts to measure and manage our greenhouse gas emissions (GHG). For that reason, we developed comprehensive data collection strategies that allow us to monitor our global emissions. These efforts support any future emissions reduction targets. In this spirit, our 2022 Be Sweet Responsibility Report began to align to the Task Force for Climate-related Financial Disclosures (TCFD) framework to report our climate-related risks, opportunities, and key metrics.

Collecting our Scope 1 and 2 emissions footprint in fiscal years 2021, 2022 & 2023 gives us insights into our impact. Our GHG inventory will be used to create a pathway to a lower carbon future.

WASTE REDUCTION AND DIVERSION

Waste reduction is a top priority within Krispy Kreme’s Be Sweet Strategy, with a goal to divert at least 50% of food waste from landfills by 2025. We took steps in 2023 to increase landfill diversion and increase our use of food-to-feed initiatives across our business.

Globally, our core food waste initiatives include:

SUPPLIER ENGAGEMENT & RESPONSIBLE SOURCING

Our supply chain and sourcing efforts are improving the sustainability of our core ingredients. Our sourcing commitment is reinforced through the Supplier Code of Conduct, which addresses human rights, environmental protection best practices, and business ethics. We require all new key suppliers to sign on to and comply with our Supplier Code of Conduct or submit their own Code of Conduct for review. Krispy Kreme participates in sustainability sessions and evaluates all key suppliers to ensure each has a compelling strategy and initiatives that align with Krispy Kreme’s responsibility targets. We believe that our focus on innovation, with the objective of reducing costs and improving the ecological impacts of our operations, provides a strategic benefit.

In 2023, we progressed our responsible sourcing commitment across our global supply chain:

2024 Proxy Statement | 19

CORPORATE GOVERNANCE PRACTICES

Be Sweet in All That We Do

RESPONSIBLE PACKAGING

We are committed to significantly increasing the recyclability of our consumer-facing packaging, with a goal to reach 80% recyclable or compostable packaging across our operations by 2025. Over the next two years, we are focusing on the commercialization of recyclable grease-resistant DFD cartons, 100% paper based coffee cups, and a reduction in our single use plastic consumption to reach our 80% goal.

Under the Governance Pillar

In 2023, Krispy Kreme did not experience any significant data breaches.

We routinely engage with our stakeholders to better understand their views on Responsibility matters, carefully considering the feedback we receive and acting when appropriate.

Certain Relationships and Related Party Transactions

Policies and Procedures for Related Party Transactions

Our Board adopted a written statement of policy regarding transactions with related parties (the “Related Party Transaction Policy”). Our Related Party Transaction Policy requires that a “related party” (as defined in paragraph (a) of Item 404 of Regulation S-K) must disclose to our Chief Legal Officer any “related party transaction” (defined as any transaction that is anticipated to be reportable by us under Item 404(a) of Regulation S-K in which we were or are to be a participant and the amount involved exceeds $120,000 and in which any related person had or will have a direct or indirect material interest) and all material facts with respect thereto. Our Chief Legal Officer will then communicate that information to our Audit Committee, or chair thereof. No related party transaction will be executed without the approval or ratification of our Board or a duly authorized committee of our Board. It is our policy that directors interested in a related party transaction will recuse themselves from any vote on a related party transaction in which they have an interest.

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CORPORATE GOVERNANCE PRACTICES

Certain Relationships and Related Party Transactions

In addition to the director and executive officer compensation arrangements discussed below in the section entitled “Compensation Discussion and Analysis,” this section describes transactions, or series of related transactions, to which we were a party in fiscal year 2023 or will be a party, in which:

Arrangements with JAB Related Persons

JAB beneficially owns 44.4% of our common stock. We have negotiated certain arm’s-length commercial arrangements with JAB and certain companies that JAB has controlling investments in which are set forth below:

License, Distribution and Supply Agreements

Keurig Dr Pepper Inc. (“KDP”), an affiliated company of JAB, licenses the Krispy Kreme trademark for the Company in the manufacturing of portion packs for the Keurig brewing system. KDP also sells beverage concentrates and packaged beverages to Krispy Kreme for resale through Krispy Kreme’s shops. Licensing revenues from KDP were $2.2 million, $2.3 million, and $1.9 million for the fiscal years ended December 31, 2023, January 1, 2023, and January 2, 2022, respectively.

JAB Notice Agreement

On March 14, 2022, KKI entered into a letter agreement (the “Notice Agreement”) with JAB Indulgence B.V., a private limited liability company organized under the laws of the Netherlands (“JAB Indulgence”), and JAB. The Notice Agreement, among other things, (i) requires JAB to provide notice at least 30 days prior to an acquisition of voting rights, directly or indirectly, that would exceed 45% of the Company’s total outstanding voting stock, (ii) restricts directors who are JAB employees or designees from involvement in the consideration of such acquisition by the Company’s Board, and (iii) permits JAB to enter into future cash-settled total return swap agreements, provided that JAB must comply with the 30-day notice requirement before acquiring shares from or entering into a voting arrangement with the counterparty and that JAB does not try to influence the voting decisions of the counterparty. The terms of the Notice Agreement were in effect for one year from the date of signing.

Investors’ Rights Agreement

In connection with our initial public offering (the “IPO”), the Company entered into the Investors’ Rights Agreement (the “IRA”) with JAB that, among other things, (i) provides JAB and such holders with customary “demand,” “shelf” and “piggyback” registration rights with respect to shares of our common stock beneficially owned by JAB and such holders following the IPO and (ii) governs certain information rights between JAB and the Company pursuant to which the Company shall provide JAB the following, which shall be treated as confidential information by JAB: (w) copies of the Company’s management’s monthly financial review reports, (x) the consolidated financial results of the Company for each fiscal year, (y) the unaudited consolidated financial results of the Company for each fiscal quarter, and (z) such other information related to the Company’s financial condition, business, prospects or corporate affairs as JAB may reasonably request from time to time. The IRA also provides that the Company will pay certain expenses relating to such registrations and indemnify the registration rights holders against (or make contributions in respect of) certain liabilities which may arise under the Securities Act. The registration rights granted pursuant to the IRA may be assigned by JAB to any person or entity who subsequently obtains registrable securities from JAB or any of its affiliates.

Financial Advisory Agreement

In September 2019, we entered into a service agreement, replacing a previous agreement, with BDT & Company, LLC (“BDT”), a minority investor in KKI, to provide strategic, financial, and structural advice to our wholly owned subsidiary Krispy Kreme Doughnut Corporation (“KKDC”) in connection with KKDC’s acquisition strategy. The Company recognized expenses of $1.1 million and $1.0 million related to the service agreements with BDT for the fiscal year ended January 1, 2023, and January 2, 2022, respectively. No related costs were incurred for the fiscal year ended December 31, 2023.

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CORPORATE GOVERNANCE PRACTICES

Certain Relationships and Related Party Transactions

In connection with valuation assistance provided by BDT in preparation for the IPO, the Company incurred costs of $6.3 million that are capitalized in additional paid-in capital for the fiscal year ended January 2, 2022. No related costs were incurred for the fiscal years ended December 31, 2023, January 1, 2023, or January 3, 2021.

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. Based on our review of such reports and written representations from our directors and officers, we believe that all such filings were timely.

Cautionary Note Regarding Forward-Looking Statements

This Proxy Statement contains forward-looking statements that involve risks and uncertainties. The words “continue,” “towards,” “expect,” “outlook,” “guidance,” “explore,” or similar words, or the negative of these words, identify forward-looking statements. Such forward-looking statements are based on certain assumptions and estimates that we consider reasonable but are subject to various risks and uncertainties and assumptions relating to our operations, financial results, financial conditions, business, prospects, growth strategy and liquidity. Accordingly, there are, or will be, important factors that could cause our actual results to differ materially from those indicated in these statements. The inclusion of this forward-looking information should not be regarded as a representation by us that the future plans, estimates or expectations contemplated by us will be achieved. Our actual results could differ materially from the forward-looking statements included herein. Factors that could cause actual results to differ from those expressed in forward-looking statements include, without limitation, the risks and uncertainties described under the headings “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2023, filed by us with the Securities and Exchange Commission (“SEC”) and described in the other filings we make from time to time with the SEC. We believe that these factors include, but are not limited to, the impact of pandemics, changes in consumer preferences, the impact of inflation, and our ability to execute on our omni-channel business strategy. These forward-looking statements are made only as of the date of this document, and we do not undertake any obligation, other than as may be required by applicable law, to update or revise any forward-looking or cautionary statement to reflect changes in assumptions, the occurrence of events, unanticipated or otherwise, or changes in future operating results over time or otherwise.

Where to Find More Information

To learn more about our corporate governance practices and our other policies, you can access the governance documents listed below at https://investors.krispykreme.com/governance/governance-documents. We will also provide copies of any of these documents to stockholders upon written request to the Corporate Secretary.

Stockholder Outreach and Communications with the Board

As part of our effort to better understand our stockholders’ perspectives, we regularly engage with our stockholders from time to time, 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 Chairman, the Lead Director, or the independent directors on a Board-related issue by sending an email to ir@krispykreme.com or sending a written communication to: Corporate Secretary, Krispy Kreme, Inc., 2116 Hawkins Street, Charlotte, NC 28203. Relevant communications 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. Communications that are unrelated to the duties and responsibilities of the Board will not be forwarded.

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EXECUTIVE OFFICERS

Set forth below are the names, ages, and positions of our executive officers as of the date hereof. As used in this section only, references to “we,” “us,” “our” and “Krispy Kreme” mean, subsequent to May 28, 2021, Krispy Kreme, Inc. and, prior to May 28, 2021, Krispy Kreme Doughnuts Inc.

Joshua Charlesworth, age 49, has served as our President and Chief Executive Officer since January 2024. He served as our Global President from June 2022 to December 2023, our Chief Operating Officer from May 2019 to December 2023, our Chief Financial Officer from April 2017 to January 2023, and our Corporate Secretary from July 2018 to August 2020. Prior to joining Krispy Kreme, Mr. Charlesworth held various leadership positions at Mars, Incorporated. He most recently served as Global Chief Financial Officer of Mars Chocolate from January 2015 to April 2017. Mr. Charlesworth holds a B.Sc. in Economics from the London School of Economics and is a member of the Chartered Institute of Management Accountants.

Jeremiah Ashukian, age 44, has served as our Executive Vice President and Chief Financial Officer since January 2023. Prior to joining Krispy Kreme, he held various CFO roles across North America and Latin America at Mars Inc. Mr. Ashukian held several finance positions earlier in his career across all aspects of the finance function and has extensive experience in building diverse and effective teams, functional and business transformations, integrations, M&A, and portfolio management. Mr. Ashukian holds an undergraduate degree in Mathematics from Sir Wilfrid Laurier University as well as C.M.A. and C.P.A. designations from Ontario, Canada.

Raphael Duvivier, age 41, has served as our Chief Development Officer since June 2023 with the responsibility of our global market development strategy. Since joining the company in January 2019, he also served in multiple leadership roles, including as segment Chief Financial and Strategy Officer. Prior to joining Krispy Kreme, Mr. Duvivier held various senior leadership roles at Restaurant Brands International across multiple regions. Mr. Duvivier holds a B.Sc. in Industrial Engineering from the Pontifícia Universidade Católica do Rio de Janeiro, Brazil, and an M.B.A. from INSEAD.

Javier Rancaño Lassala, age 57, has served as President, U.S., since May 2023, and is responsible for U.S. market as well as Global Operations Excellence. Prior to joining Krispy Kreme, Mr. Rancaño held various leadership positions with Taco Holding, Premium Restaurant Brands, and Yum! Restaurants International, a division of Yum! Brands, in different international markets. He holds a Master of Science in Engineering Management from Standford University and a B.Sc. in Civil Engineering from Universidad Iberoamericana in Mexico.

Kelly McBride, age 50, has served as Chief Accounting Officer since May 2023. Prior to his appointment, Mr. McBride served as Vice President, Global Corporate Controller, of the Company since June 2022. Prior to joining Krispy Kreme, Mr. McBride served as the Managing Director of South Charlotte Financial Group, a boutique management consulting firm, from December 2018 to June 2022. He also served as the Senior Vice President of Finance & Accounting of multiple divisions of the Hancock Natural Resource Group, Inc. from May 2017 to November 2018. Additionally, Mr. McBride served as the Vice President of Shared Services & Financial Governance and other

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EXECUTIVE OFFICERS

financial leadership roles at Snyder’s-Lance, Inc. from 2006 to 2017. He began his career with Ernst & Young, LLP and maintains a CPA certification in the state of South Carolina. Mr. McBride holds a B.S. in Business Administration and a Master of Accountancy degree from the University of South Carolina.

Sherif Riad, age 59, has served as Global Chief Supply Chain officer for Krispy Kreme since January 2024. Having joined Krispy Kreme in August 2021, Mr. Riad is an accomplished professional with extensive experience in Supply Chain & Procurement, particularly within the Pharmaceutical, FMCG, and QSR industries. Prior to joining Krispy Kreme, Mr. Riad held key roles in renowned organizations such as GSK, Kraft Foods, and Mondelez. Throughout his career, he has worked in multiple regions, including Egypt, Dubai, New Jersey, and currently, he is based in Charlotte. Mr. Riad’s diverse and international experience positions him as a dynamic leader.

David Skena, age 53, has served as our Chief Brand Officer since March 2022. He served as our Chief Marketing Officer from November 2018 to March 2022. Prior to joining Krispy Kreme, Mr. Skena served as Chief Marketing Officer at Ruby Tuesday from July 2015 to May 2018. Prior to Ruby Tuesday, Mr. Skena was a marketer at PepsiCo where he most recently served as Vice President of Premium and Value Brands, including Stacy’s Pita Chips and Smartfood popcorn, among others. Prior to PepsiCo, he served in brand management at Kraft Foods, Inc. for multiple brands. Mr. Skena holds a B.A. in Economics from Bucknell University, a Graduate Diploma in Economics from the University of East Anglia, and an MBA from the Kellogg School of Management at Northwestern University.

Matthew Spanjers, age 48, has served as our Chief Growth Officer since August 2019 and our President, International since May 2023, with the responsibility for our international growth strategy. He served as our Chief Strategy and Development Officer from April 2017 to August 2019. Prior to joining Krispy Kreme, Mr. Spanjers served as Chief Development Officer with Caribou Coffee Company and Einstein Bros. Bagels Franchise Corporation from February 2016 to April 2017, as well as Chief Development Officer and Senior Vice President Commercial with Caribou Coffee Company from February 2015 to April 2017. Mr. Spanjers previously worked with McKinsey and Company, a global management consulting firm. Mr. Spanjers holds a B.A. in English Literature from Yale University and an MBA from the Stanford Graduate School of Business.

Catherine Tang, age 56, has served as our Chief Legal Officer since July 2020 and as our Corporate Secretary since August 2020. Prior to joining Krispy Kreme, Ms. Tang held various positions with Yum! Brands, Inc. She most recently served as Vice President and Associate General Counsel of Yum! Brands from January 2017 to July 2020, Chief New Business Development Officer for KFC Global from July 2015 to January 2017, and Chief Legal Officer of KFC Corporation, a subsidiary of Yum! Brands, from August 2009 to July 2015. Ms. Tang holds a B.A. in Economics and Government from the University of Texas at Austin and a J.D. from the Louis D. Brandeis School of Law at the University of Louisville.

Angela Yochem, age 53, has served as Chief Information Officer since December 2023. She is a multi-industry CxO, most recently serving as EVP Chief Transformation & Digital Officer at Novant Health from 2018 to 2023. Ms. Yochem has held CIO and CTO leadership roles at Rent-A-Center, BDP International, AstraZeneca, and Dell, with extensive experience building differentiated technological capabilities at scale. Ms. Yochem is an Independent Director for Zurich Insurance Company’s North American subsidiaries, where she serves on the audit committees, and is a former Independent Director for companies in the banking, services, and enterprise technology industries. She holds a Bachelor of Music from DePauw University and a Master of Science in Computer Science from the University of Tennessee.

Terri Zandhuis, age 55, has served as our Chief People Officer since August 2017. Prior to joining Krispy Kreme, Ms. Zandhuis served as Executive Vice President, Chief People Officer for AOL, a division of Verizon, from July 2015 to September 2016. She served as Vice President, Human Resources for eBay Enterprise, formerly a subsidiary of eBay, from April 2012 to June 2015. She currently serves as Vice Chair of Make-A-Wish Central & Western North Carolina. She also serves as a member of the Board of Trustees of Cannon School, an independent private school located in Concord, North Carolina. Ms. Zandhuis holds a B.A. in Organizational Management from the University of Michigan.

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PROPOSAL 2:

ADVISORY RESOLUTION TO APPROVE EXECUTIVE COMPENSATION

Our Board unanimously recommends that you vote “FOR” the approval of the Advisory Resolution to Approve KKI’s Executive Compensation

As required by Section 14A of the Exchange Act, the Company is asking stockholders to approve an advisory resolution on the Company’s executive compensation as reported in this Proxy Statement. As described in the “Compensation Discussion and Analysis” section of this Proxy Statement, our executive compensation programs are designed to attract and retain talent through the alignment of pay and financial interests of our executives with stockholder value creation. We will continue to design and implement our compensation programs and policies in line with this philosophy to promote superior performance results and generate greater value for our stockholders.

Beginning in 2011, a “say on pay” advisory vote to approve executive compensation has been required for all U.S. public companies under Section 14A of the Exchange Act. Therefore, in accordance with the Exchange Act, and as a matter of good corporate governance, the Company is asking stockholders to approve the following non-binding advisory resolution at the 2024 Annual Meeting:

“RESOLVED, that the stockholders of Krispy Kreme, Inc. (the “Company”) approve, on an advisory basis, the compensation of the Company’s named executive officers disclosed in the Compensation Discussion and Analysis, compensation tables and the narrative discussion in the Proxy Statement for the Company’s 2024 Annual Meeting of Stockholders.”

Because your vote on this proposal is advisory, it will not be binding on the Board. However, the Company and the Board will consider the outcome of the vote when making future compensation decisions.

2023 Proxy Statement | 25

EXECUTIVE COMPENSATION

Introduction

Our CD&A discusses our executive compensation program and explains the Remuneration Committee’s decisions affecting NEO compensation for fiscal year 2023. Detailed compensation information is provided in tabular format with related narrative disclosure.

Our NEOs for fiscal year 2023 are the following officers:

CEO Transition

On January 1, 2024, Mr. Charlesworth became our Chief Executive Officer, and Mr. Tattersfield stepped down as our Chief Executive Officer. To assist with an orderly transition, the Company entered into an advisory services agreement with Mr. Tattersfield and a new employment agreement with Mr. Charlesworth. Effective January 1, 2024, Mr. Tattersfield transitioned to begin service as a non-employee director of the Board of Directors and a Senior Advisor and Krispy Kreme Ambassador.

Additional information regarding NEOs’ biographical and business backgrounds is set out under “Proposal 1: Election of Directors” for Mr. Tattersfield and Mr. Charlesworth, and under “Executive Officers” for our other NEOs.

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COMPENSATION DISCUSSION AND ANALYSIS (CD&A)

In our CD&A, we describe:

Our 2023 Stockholder Say-on-Pay Vote

At our 2023 Annual Meeting of Stockholders, we sought stockholder approval, on an advisory basis, of the compensation of our NEOs as disclosed in our 2023 proxy statement (“say-on-pay” vote). We hold our say-on-pay vote annually. At our 2023 Annual Meeting, approximately 99.3% voted in favor of the say-on-pay resolution. As evidenced by these results, we believe our stockholders generally support our compensation program and governance practices. The full voting results for the 2023 Annual Meeting were included in the Current Report on Form 8-K dated June 22, 2023, and filed with the U.S. Securities and Exchange Commission.

Principles and Governance

The overarching objective of our executive compensation program is to encourage, reinforce, and reward delivery of stockholder value. Our executive compensation principles and governance practices are designed to support this objective. The table below outlines the principles used by the Remuneration and Nomination Committee in the design and review of our executive compensation program as well as the practices that govern the program.

Peer Group

We use a peer group of companies to analyze external market compensation levels and practices. With input from management and Frederic W. Cook & Co., Inc. (“FW Cook”), our independent compensation consultant, the Remuneration Committee reviews our peer group annually so that its composition remains appropriate. Each year, we compare our compensation programs and pay levels to those of the peer group and general industry market data to assess whether our programs and target compensation levels are consistent and competitive with the external market.

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COMPENSATION DISCUSSION AND ANALYSIS (CD&A)

Principles and Governance

In constructing our peer group, we review information for and consider publicly traded global companies with similar business orientation and industry classifications, and similar products and service offerings. The Remuneration Committee also considers other factors, including (i) market capitalization and enterprise value, (ii) total number of employees, (iii) financial measures including gross margin, EBITDA, and EBITDA margin, (iv) executive positions similar in breadth, complexity, and scope of responsibility, and (v) competitors for customers. Our peer group includes companies that are significantly larger; these are companies from which we recruit executive talent.

Based on these considerations, our Remuneration Committee reviewed and approved our peer group for fiscal year 2023, which is the same peer group approved for 2022. The 2023 peer group was comprised of the following companies:

As we grow and evolve, and as companies in our peer group change due to mergers, acquisitions, etc., our Remuneration Committee will continue to review and reconfigure our peer group as appropriate.

The table below summarizes and compares our revenue, Adjusted EBITDA, total employees, and market capitalization as of the end of our fiscal year 2022 to that of our peer group. Financials and number of employees for the peer group are based on the latest four quarter performance as of January 31, 2023; market capitalization for the peer group is as of January 31, 2023.

Competitive Positioning

For 2023, the Remuneration Committee engaged FW Cook to advise on the compensation practices and competitive landscape for the compensation of our NEOs. The Remuneration Committee targets between the 50th percentile and 75th percentile of market compensation levels when assessing executive compensation, but pay decisions are based on a more comprehensive set of considerations such as company performance, individual executive performance, experience, and internal equity.

In determining appropriate compensation levels, the Remuneration Committee reviews compensation levels for executives in similarly situated roles at companies in our peer group and in general industry compensation surveys. FW Cook initially compiles the compensation data for the selected peer group; at the request of the Remuneration Committee, management reviews and evaluates FW Cook’s compensation data and provides input and recommendations for Remuneration Committee approval, as applicable.

For the CEO, the Remuneration Committee annually reviews and approves individual and corporate goals and objectives relevant to the CEO’s compensation. The Remuneration Committee also evaluates the CEO’s performance in light of those goals and objectives and sets the CEO’s remuneration level based on this evaluation. In determining the CEO’s compensation, the Remuneration Committee considers the Company’s financial performance, including total stockholder return, the value of similar packages for CEOs at comparable companies, and historical remuneration levels.

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COMPENSATION DISCUSSION AND ANALYSIS (CD&A)

Summary of Principal Compensation Elements – Design and Rationale

Summary of Principal Compensation Elements – Design and Rationale

The table below summarizes the principal elements of our NEOs’ fiscal 2023 compensation program, including a description and intended purpose of each element. In addition to the items summarized in the table below, our NEOs are eligible to participate in a company-wide defined contribution (401(k) savings) program. A more detailed description of all compensation elements, including related 2023 actions for each element, if applicable, follows this table. NEO compensation consists of base salary, an annual cash incentive award under our annual incentive program (“AIP”), equity awards under our Omnibus Plan. We also provide certain limited benefits and perquisites in line with general practice. Variable pay under our AIP and LTIP programs has been, and will continue to be, the most significant element of our NEO compensation program.

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FISCAL 2023 COMPENSATION

The 2023 executive compensation program applicable to our NEOs consisted of the following principal elements:

Base Salary

Base salary is the single fixed pay element of total direct compensation paid to our NEOs. We pay base salaries to provide executives with a secure, fixed base of cash compensation in recognition of individual responsibilities and job performance. Base salary levels are typically reviewed and set annually by the Remuneration Committee. In determining base salary levels, the Remuneration Committee reviews base salaries for NEOs in similarly situated roles in our peer group and general industry compensation surveys. Base salary changes, if any, are generally effective April 1 for all our employees, including NEOs.

2023 Actions

To maintain compensation position relative to peer group and general industry survey data levels, and to recognize the assignment of additional international growth responsibilities, the Remuneration Committee increased the base salary for Mr. Spanjers in May 2023. Additionally, as part of the company’s CEO talent and succession planning, and in consideration of the highly competitive nature of the market for executive talent, and to reflect the importance of retaining him in his position, the Remuneration Committee increased Mr. Charlesworth’s base salary in January 2023. All other NEO’s base salaries remained unchanged in fiscal year 2023. Each NEO’s base salary for fiscal years 2022 and 2023 are set out in the table bellow.

Annual Incentive Plan (AIP)

Overview

The AIP is a one-year cash-based incentive designed to drive and reward NEOs for delivering annual financial results relative to pre-determined performance thresholds. At the beginning of the fiscal year, the Remuneration Committee establishes the annual incentive structure, performance metrics and goals, and each NEO’s award opportunity, including threshold, target, and maximum payouts. At the end of the fiscal year, the Remuneration Committee determines the payment amount for each NEO based on actual performance.

For all NEOs, except for Mr. Duvivier, the 2023 AIP was based on three total Company performance measures:

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FISCAL 2023 COMPENSATION

Annual Incentive Plan (AIP)

For Mr. Duvivier, due to the changes in his responsibilities during the year, his 2023 AIP was prorated based 59% on the total Company measures summarized above and 41% on the following three Market Development Unit performance measures:

The Remuneration Committee chose these metrics for the following reasons:

The plan year for the annual bonus plan was our fiscal year 2023, which was January 2, 2023, through January 1, 2024. For any award to be earned under the plan, achievement of at least the threshold level for Adjusted EBITDA must be met. The tables below set out the 2023 target annual bonus opportunity, payout opportunity range, and the threshold, target, and maximum performance levels for each performance measure.

For each performance goal and achievement level, the Remuneration Committee determined a corresponding payout percentage as set out in the table below. Payout percentages for performance that falls between performance levels are calculated using linear interpolation.

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FISCAL 2023 COMPENSATION

Annual Incentive Plan (AIP)

2023 Performance

AIP awards were calculated and paid after the end of the fiscal year 2023. Company net revenue and adjusted EBITDA performance were between target and maximum, respectively; Company points of access achievement was at target (100%) performance. Market Development net revenue and adjusted EBITDA performance were above maximum, respectively; Market Development points of access performance was at target (100%) performance. The table below sets out company and market development performance and corresponding performance levels.

2023 Payouts

The table below sets out each NEO’s AIP target and payout information for 2023.

Long-Term Incentive Plan (LTIP)

Overview

The Remuneration Committee designs the LTIP to align our NEOs’ interests with those of our stockholders, drive retention of key executive talent, and balance incentives to achieve short- and long-term success. Equity-based compensation grants under the LTIP make up a significant portion of our NEO’s total compensation.

For 2023, LTIP was granted to our NEOs, whereby 50% of the grants were delivered in the form of performance-based restricted stock units (“performance shares”), and 50% of the grants were delivered in time-based restricted stock units (“RSUs”). The Remuneration Committee feels the mix of performance shares and RSUs provides proper alignment with stockholders’ interests and includes an appropriate emphasis on long-term company performance. Performance shares are distributed at the end of the three-year performance period 2023 through 2025. RSUs vest 60% on the third anniversary of the grant date, 20% on the fourth anniversary of the grant date, and 20% on the fifth anniversary of the grant date, subject to continued employment. The RSU vesting schedule is longer than typical market practice, which is intended to create significant, long-term alignment with our stockholders.

For each NEO, the Remuneration Committee determines the types of awards to be granted and the magnitude of individual awards based on analysis of market practices within our peer group and across general industries (based on compensation surveys). The annual grant date for performance shares and RSUs is typically in April or May; fiscal year 2023 LTIP awards were granted on May 9, 2023.

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FISCAL 2023 COMPENSATION

Annual Incentive Plan (AIP)

2023 Grant Calculations

The Remuneration Committee uses the following calculation to determine the (i) target number of performance shares and RSUs awarded to each NEO, and (ii) actual number of performance shares earned by each NEO at the end of the 3-year performance period.

Target Award

Each NEO’s target award, expressed as a flat dollar amount, is determined by the Remuneration Committee annually based on each NEO’s role, individual performance and potential, and analysis of peer group long-term incentive practices and general industry survey sources.

2023 Awards

Our NEO’s target annual awards for 2023 are set forth in the table below.