New Krispy Kreme (NASDAQ: DNUT) directors and CFO employment deal
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Krispy Kreme, Inc. reported board and executive updates. The Board elected David Shear and Melissa Werneck as independent directors effective April 2, 2026, with Ms. Werneck joining the Compensation, Nomination, and Governance Committee.
The company also entered into an at-will employment agreement with CFO Raphael Duvivier, providing at least a $700,000 annual base salary, an annual bonus target of 80% of salary, and participation in incentive and benefit plans. The agreement includes EB-1C visa support, up to $50,000 per year for family travel to and from Europe and up to $20,000 per year for tax preparation for three years. If terminated without cause or for good reason, he is eligible for severance equal to 12 months of base salary, 12 months of COBRA premium differentials, and up to $150,000 for relocation back to Europe, subject to signing a release.
Positive
- None.
Negative
- None.
8-K Event Classification
2 items: 5.02, 9.01
2 items
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
CFO base salary: $700,000 per year
CFO target bonus: 80% of base salary
Travel reimbursement cap: $50,000 per year
+4 more
7 metrics
CFO base salary
$700,000 per year
Annual base salary under employment agreement
CFO target bonus
80% of base salary
Annual cash bonus target opportunity
Travel reimbursement cap
$50,000 per year
Family travel to and from Europe for three years
Tax preparation reimbursement cap
$20,000 per year
Tax preparation services for three years
Relocation reimbursement cap
$150,000
Relocation back to Europe upon qualifying termination
Cash severance period
12 months of base salary
Severance if terminated without cause or for good reason
COBRA premium support period
12 months
COBRA premium differential paid as lump sum
Key Terms
independent director, EB-1C visas, COBRA coverage premiums, good reason, +2 more
6 terms
independent director regulatory
"The Board has determined that each of Mr. Shear and Ms. Werneck is an independent director within the meaning of Rule 5605(a)(2)..."
An independent director is a member of a company's board of directors who is not involved in the company's day-to-day operations and has no significant relationships with the company that could influence their judgment. Their role is to provide unbiased oversight and ensure the company is managed in the best interests of all shareholders. This helps build trust and confidence among investors by promoting transparency and accountability.
EB-1C visas regulatory
"Company support and sponsorship for EB-1C visas for himself and his immediate family members..."
good reason financial
"If Mr. Duvivier’s employment is terminated without cause or if he terminates his employment for good reason, he will be entitled to..."
restrictive covenant provisions legal
"The Agreement contains customary indemnification and restrictive covenant provisions."
Compensation, Nomination, and Governance Committee financial
"Ms. Werneck ... has been named to the Compensation, Nomination, and Governance Committee of the Board."
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________
FORM 8-K
_________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
_________________________
(Exact name of registrant as specified in its charter)
_________________________
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
(Address of principal executive offices)
(800 ) 457-4779
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
_________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||||||||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Election of Directors
On April 1, 2026, the Board of Directors (the “Board”) of Krispy Kreme, Inc. (the “Company”) elected each of David Shear and Melissa Werneck as a director of the Company, effective April 2, 2026, to serve for a term expiring at the annual meeting of stockholders of the Company in 2026 and until his or her successor has been elected and qualified, or until his or her earlier death, resignation, or removal.
Ms. Werneck served as the Global Chief People Officer at The Kraft Heinz Company between 2013 and August 2025 and has been named to the Compensation, Nomination, and Governance Committee of the Board. Mr. Shear has over ten years of international franchise experience, having previously worked at Restaurant Brands International Inc. since 2014, including as President, International from 2021 to March 2024.
As directors of the Company, Mr. Shear and Ms. Werneck are expected to receive the same compensation for service as directors as is provided to other non-employee directors of the Company (on a pro rata basis, as applicable). There are no arrangements or understandings between either Mr. Shear or Ms. Werneck and any other persons pursuant to which either of them was elected, nor does either Mr. Shear or Ms. Werneck have any direct or indirect material interest in any transaction required to be disclosed under Item 404(a) of Securities and Exchange Commission Regulation S-K. Mr. Shear and Ms. Werneck are not parties to any material plan, contract, or arrangement in connection with their respective elections to the Board.
The Board has determined that each of Mr. Shear and Ms. Werneck is an independent director within the meaning of Rule 5605(a)(2) as set forth in the listing standards of The NASDAQ Stock Market, LLC.
CFO Employment Agreement
On April 3, 2026, the Company and Krispy Kreme Doughnut Corporation, an indirect, wholly owned subsidiary of the Company (“KKDC” and together with the Company, the “Employer”), entered into an employment agreement (the “Agreement”) with Raphael Duvivier, the Chief Financial Officer of the Company and KKDC. The Agreement is an at-will employment agreement and provides, among other things, that Mr. Duvivier is entitled to (i) an annual base salary of not less than $700,000, (ii) participate in an annual cash bonus program with a target bonus opportunity equal to eighty percent (80%) of his base salary, (iii) participate in incentive compensation programs of the Company or any of its affiliates, (iv) all rights and benefits for which he is eligible under the benefit programs and compensation practices provided by the Company to its executives generally, (v) Company support and sponsorship for EB-1C visas for himself and his immediate family members, and (vi) for a period of three years, reimbursement for (A) travel expenses for himself and his immediate family members for travel to and from Europe (up to a maximum reimbursement of $50,000 per year), and (B) tax preparation services (up to a maximum reimbursement of $20,000 per year).
Under the terms of the Agreement, if Mr. Duvivier’s employment is terminated without cause or if he terminates his employment for good reason, he will be entitled to (i) certain accrued obligations, (ii) a lump sum payment equal to 12 months of base salary, (iii) a lump sum payment equal to the value of 12 months of the excess of the applicable COBRA coverage premiums over the premium amount paid by active Company employees for comparable coverage, and (iv) payment of, or reimbursement for, reasonable costs of relocating himself and his immediate family members back to Europe, up to a maximum coverage or reimbursement of $150,000. Prior to receiving any of the severance benefits, Mr. Duvivier would be required to execute and not revoke a release of claims in favor of the Company.
The Agreement contains customary indemnification and restrictive covenant provisions.
The foregoing summary of the Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the text of the Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |||||||||||||
| 10.1† | Key Employee Agreement, dated April 3, 2026, by and among Krispy Kreme, Inc., Krispy Kreme Doughnut Corporation, and Raphael Duvivier | |||||||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||||||||
†Compensatory plan or arrangement
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
KRISPY KREME, INC.
Dated: April 6, 2026
By: /s/ Joshua Charlesworth
| Name: | Joshua Charlesworth | ||||
| Title: | Chief Executive Officer | ||||
FAQ
What board changes did Krispy Kreme (DNUT) announce in this 8-K?
Krispy Kreme added two independent directors, David Shear and Melissa Werneck, effective April 2, 2026. Ms. Werneck also joined the Board’s Compensation, Nomination, and Governance Committee, strengthening oversight of executive pay and corporate governance matters.
Who are the new independent directors at Krispy Kreme (DNUT)?
The new independent directors are David Shear and Melissa Werneck. Werneck was Global Chief People Officer at The Kraft Heinz Company, while Shear brings over ten years of international franchise experience from Restaurant Brands International Inc.
What is Krispy Kreme CFO Raphael Duvivier’s base salary under the new agreement?
Under the new employment agreement, CFO Raphael Duvivier receives an annual base salary of $700,000. He also has a target annual cash bonus equal to 80% of base salary, plus eligibility for additional incentive compensation and standard executive benefits.
What bonus opportunity does Krispy Kreme’s CFO have in this agreement?
The agreement grants the CFO an annual cash bonus opportunity with a target of 80% of base salary. This bonus is in addition to his $700,000 base salary, incentive program participation, and other executive benefits provided by Krispy Kreme and its affiliates.
What severance could Krispy Kreme’s CFO receive if terminated without cause?
If terminated without cause or for good reason, the CFO is entitled to accrued obligations, a lump-sum equal to 12 months of base salary, 12 months of COBRA premium differentials, and up to $150,000 for relocation back to Europe, subject to a release.