DEF 14A 1 a2023proxystatementfinal.htm DEF 14A Document

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the RegistrantFiled by a party other than the Registrant     
CHECK THE APPROPRIATE BOX:
 Preliminary Proxy Statement
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
Definitive Proxy Statement
 Definitive Additional Materials
Soliciting Material under §240.14a-12
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STARBUCKS CORPORATION
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX):
 No fee required.
Fees paid previously with preliminary materials.
Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1)



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To inspire and nurture the human spirit – one person, one cup and one neighborhood at a time.
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With our partners, our coffee and our customers at our core, we live these values:
1
Creating a culture of warmth and belonging, where everyone is welcome.
  
2
Acting with courage, challenging the status quo and finding new ways to grow our company and each other.
  
3
Being present, connecting with transparency, dignity and respect.
  
4
Delivering our very best in all we do, holding ourselves accountable for results.
 
We are performance driven, through the lens of humanity.





 
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Notice of Annual Meeting of Shareholders
 
WhenWhereRecord Date
March 23, 2023, Thursday,
at 10:00 a.m. (Pacific Time)
Via Webcast. www.virtualshareholdermeeting.com/SBUX2023
Shareholders as of January 13, 2023, are entitled to vote at the meeting
ITEMS OF BUSINESS
PROPOSAL
 BOARD VOTING
RECOMMENDATION
PAGE REFERENCE
(FOR MORE DETAIL)
Management Proposals
1. To elect the eight directors named in this proxy statement
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FOR each director nominee18
2. To approve, on a nonbinding, advisory basis, the compensation paid to our named executive officers (“say-on-pay vote”)
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FOR
39
3. To conduct an advisory vote on the frequency of future say-on-pay votes
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FOR one year frequency
72
4. To ratify the selection of Deloitte & Touche LLP as our independent registered public accounting firm for fiscal 2023
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FOR
73
Shareholder Proposals 5-9
To consider and act upon the shareholder proposals described in this proxy statement, if properly presented at the Annual Meeting (as defined below)
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AGAINST75
Shareholders will also transact such other business as may properly come before the annual meeting of shareholders to be held on March 23, 2023 (the “Annual Meeting”), or any adjournment or postponement thereof.
VotingAttending the Annual Meeting
Your broker will not be able to vote your shares with respect to any of the matters presented at the meeting, other than the ratification of the selection of our independent registered public accounting firm, unless you give your broker specific voting instructions.
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Shareholders may view and listen to a live webcast of the meeting. The webcast will start at 10:00 a.m. (Pacific Time). See our Investor Relations website at http://investor.starbucks.com.
You do not need to attend the Annual Meeting to vote if you submitted your proxy in advance of the meeting.
We are committed to ensuring, to the extent possible, that shareholders will be afforded the ability to participate at the virtual meeting similarly to how they would participate at an in-person meeting. The question and answer session will include questions submitted in advance of, and questions submitted live during, the Annual Meeting. You may submit a question in advance of the meeting at www.proxyvote.com after logging in with your unique 16-digit control number (“Control Number”) found on your proxy card or voting instruction form (“VIF”). Questions may be submitted during the Annual Meeting through www.virtualshareholdermeeting.com/SBUX2023.
We encourage you to access the Annual Meeting before it begins. Online check-in will start approximately thirty minutes before the Annual Meeting begins at 10:00 a.m. (Pacific Time) on March 23, 2023. If you have difficulty accessing the meeting, please call 1-844-986-0822 (toll free) or 303-562-9302 (international). Technicians will be available to assist you.
YOUR VOTE IS VERY IMPORTANT. Even if you plan to attend our Annual Meeting, please cast your vote as soon as possible. Make sure to have your proxy card or VIF in hand.
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By internet
go to www.proxyvote.com;
By toll-free telephone
from the United States, U.S. territories, and Canada: call 1-800-690-6903;
By mail (if you received a paper copy of the proxy materials by mail): mark, sign, date, and promptly mail the enclosed proxy card in the postage-paid envelope; or
By scanning the QR code using your mobile device.
2023 PROXY STATEMENT
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Submitting your proxy now will not prevent you from voting your shares at the Annual Meeting as your proxy is revocable at your option. Whether or not you participate in the Annual Meeting, it is important that your shares be part of the voting process. You may log on to www.proxyvote.com and enter your Control Number to vote your shares. You can also vote in advance of or during the meeting. If you attend the Annual Meeting virtually, please follow the instructions at www.virtualshareholdermeeting.com/SBUX2023 to vote or submit questions during the meeting.
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Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be held on March 23, 2023. On or about January 27, 2023, we mailed to the majority of our shareholders a Notice of Internet Availability of Proxy Materials (the “Notice”) directing shareholders to a website where they can access the proxy statement for our Annual Meeting, Annual Report, and view instructions on how to vote their shares by Internet or telephone. Our proxy statement follows. Financial and other information concerning Starbucks is contained in our Annual Report on Form 10-K (the “Annual Report”). The Notice of Annual Meeting, proxy statement, and Annual Report are available on our Investor Relations website at http://investor.starbucks.com. Additionally, you may access our proxy materials at www.proxyvote.com, a site that does not have “cookies” that identify visitors to the site.
 
Jennifer L. Kraft
senior vice president, deputy general, counsel and corporate secretary
Starbucks Corporation
2401 Utah Avenue South
Seattle, Washington 98134
January 27, 2023
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Table of Contents
 
 
 
A-1
A-2
2023 PROXY STATEMENT
3



SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This proxy statement contains forward-looking statements. All statements contained in this proxy statement other than statements of historical fact, including statements relating to trends in or expectations relating to the expected effects of our initiatives, strategies, and plans, as well as trends in or expectations regarding our financial results and long-term growth model and drivers, and regarding our business strategy and plans and our objectives for future operations, are forward-looking statements. The words ‘”can,” “believe,” “may,” “will,” “continue,” “anticipate,” “intend,” “expect,” “seek,” and similar expressions are intended to identify forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections about future events and trends. These statements are subject to a variety of risks and uncertainties that could cause actual results to differ materially from expectations. These risks and uncertainties include, but are not limited to, the risks detailed in our filings with the Securities and Exchange Commission, including the Risk Factors section of our Annual Report on Form 10-K for the fiscal year ended October 2, 2022. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties, and assumptions, the future events and trends discussed in this proxy statement may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements. You should not rely upon forward-looking statements as predictions of future events. The events and circumstances reflected in the forward-looking statements may not be achieved or occur. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results. We assume no obligation to update any of these forward-looking statements after the date of this proxy statement, except as may be required by law. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.
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To Our Shareholders
Over the years and throughout our years of joint service on the board, we have returned often to the origin story of 1912 Pike Place, our first and still-beloved storefront in the heart of Seattle. When you step inside the front doors of this tiny space, you are transported into another world. This is a place where on either side of the well-worn wood counters, visitors and baristas converse like old friends and celebrate the craft and care that goes into every cup of Starbucks coffee. There’s an enduring energy and spirit in the air that inspires us and reminds us of the extraordinary journey Starbucks has traveled over five decades.
We’ve grown from just four stores to nearly 36,000; from serving a few hundred customers a day to now more than 100 million customer occasions daily around the world.
At the heart of it all is the Starbucks secret sauce – our people and their ability to create magic through coffee and connection.
Reinvention
Last summer, we set off in a new direction. Together with our partners, we have co-created a Reinvention plan that touches every aspect of the Starbucks Experience. For our customers, we are using technology to make their visits to our stores personalized and effortless, while also freeing up store partners to focus on creating more moments of connection. We are meeting them where they are, whether that’s a Cold Brew on the go from a Pick-Up store, a quiet moment with a cappuccino inside one of our cafés, or a deep-dive into coffee education with a workshop at our new Starbucks Reserve location at the Empire State Building. For our partners, we are equipping them with better tools and training and have committed more than $1 billion in partner and store experience investments. We are bringing coffee excellence, coffee craft, and joy and a little bit of love back into being a Starbucks barista.
Over the past year, we have seen that the demand for Starbucks is greater than ever. In fiscal 2022, global revenues grew 13 percent* over the prior year to a record $32.3 billion, driven by phenomenal 8 percent global growth in comparable store sales. Starbucks International continues to drive growth for the company, and we expect two-thirds of global retail growth over the next three years to come from our international business. As we continue to navigate the COVID pandemic and its impacts in China, we are focused on supporting our partners and leaders in the market and look forward to a bright future ahead.
Our impact at Starbucks ripples on a global scale. We take this responsibility seriously and strive to make a positive difference in the lives of the people we serve and the planet we share. We believe that every partner and every customer should have a sense of belonging at Starbucks, and should be able to be their authentic selves every day. We are dedicated to advancing racial and social equity, and we are committed to furthering that work with intention, transparency, and accountability. We are striving to be a resource-positive company, to give back more of the planet’s resources than we consume. To help us get there, we have clear and ambitious sustainability targets to reduce our carbon, water, and waste footprints in half by 2030. Additionally, we are integrating sustainability throughout our Reinvention efforts, working to ensure we are considering the impacts to sustainability with each one of our strategies.
Onward
The new fiscal year also marks a new chapter with incoming ceo, Laxman Narasimhan. Since joining the company in October, he has been traveling around the world and immersing in our company and culture. Each day we have together, including time in Origin with our extended leadership team this Fall in Hacienda Alcasia, Costa Rica, we are reminded he is an extraordinary global citizen and servant leader who is embracing the vision of Starbucks in his own way.
We are both so proud of the company Starbucks is today and will be tomorrow, and profoundly grateful to the more than 400,000 Starbucks partners who are a part of this great odyssey. We would also like to extend our appreciation to the Starbucks Board of Directors for their leadership and support during this time of reinvention and renewal. We are laying the foundation for the future of a Starbucks even more true to our shared mission: To inspire and nurture the human spirit – one person, one cup and one neighborhood at a time.
With respect and gratitude,
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Howard Schultz
chief executive officer
Mellody Hobson
independent chair of the board
*Growth rate is based on a 52-week basis. Please refer to Appendix A for Reconciliation of Extra Week.
2023 PROXY STATEMENT
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Fiscal 2022 Business Highlights
Starbucks is the premier roaster, marketer, and retailer of specialty coffee globally, with a presence in 83 markets worldwide. Since 1971 we have been committed to ethically sourcing and roasting high-quality arabica coffee. Through over 35,000 specialty retail stores and a growing presence in consumer packaged goods, we strive to bring the unique Starbucks Experience to life for every customer in every cup.
In fiscal 2022, we saw accelerating demand for Starbucks coffee around the world. Our performance underscores the relevance of the Starbucks brand and deep relationships with our partners and customers amid today’s challenging operating environment, including the global economic uncertainties and COVID-19 related disruptions. We also announced our plan in the U.S. market to increase efficiency while elevating the partner and customer experience, which we refer to as “Reinvention.” Through Reinvention, Starbucks is poised to embark on a new next era of growth through co-creation with our green apron partners.
 
Our strong performance in fiscal 2022, despite unprecedented global economic uncertainties, underscores the relevance of the Starbucks brand and deep relationships with our partners and customers globally.
 
   
Business Highlights
Strong Demand and Diverse Portfolio
Global comparable store sales increased 8%, driven by a 5% increase in average ticket and a 2% increase in comparable transactions
Record global revenue with highest levels of U.S. average ticket, food attach, cold beverage sales and unique customer count; beverage modifier sales exceeded $1 billion in the U.S.
China market opened its 6,000th store and achieved record customer connection scores despite COVID-19 related headwinds
Channel Development continued to amplify our brand, with Starbucks remaining a market leader in both the total U.S. at-home coffee and ready-to-drink categories

Prioritizing Partners
Approximately $1 billion in investments to uplift the U.S. retail partner experience, including:
Wage floor increase ($15/hour minimum)
Enhanced wages for tenured partners
Doubled training hours for new barista and shift supervisors; additional training for existing partners with focus on coffee, craft, and connection
Coffee Master, Black Apron program, and Origin trip relaunches
A new partner app pilot launch, designed to create one digital community
Announced new financial benefits, including My Starbucks Savings and a Student Loan Management Benefit, designed to help partners manage student loan repayments and achieve greater financial stability
Experiential Convenience
More than 58 million Starbucks Rewards members around the world; in the U.S., approximately one in 10 adults is a Starbucks Rewards member
Elevated our seamless digital experience across stores, with nearly 25% of our U.S. licensed portfolio live with Starbucks Connect
Unveiled Starbucks Odyssey powered by Web3 technology, which will offer U.S. Starbucks Rewards members the opportunity to earn and purchase digital collectible assets, unlocking access to new benefits and immersive coffee experiences
Completed the deployment of Starbucks Cold Brewer in the U.S. and rolled out Mastrena II espresso machines to nearly all stores across the U.S.; additional throughput-enhancing initiatives underway

   
Reinvention
The Company shared a set of principles and a new partnership for the reinvention of the next chapter of the Company. Starbucks Reinvention, co-created in partnership with our partners, will touch and elevate every aspect of our Starbucks partner, customer, and store experience. The Reinvention includes five major strategic shifts:
Mission

Re-envision how we bring our mission to life
Partner

Renew the well-being of retail partners by radically improving their experience
Customer

Reconnect with our customers by delivering memorable and personalized moments
Store

Reimagine our store experience for greater connection, ease and a planet positive impact
Together

Redesign partnership by creating new ways to thrive together
 
Through Reinvention, we believe Starbucks is positioned for sustainable profitable
growth, setting the stage for another year of record performance.
 
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FISCAL 2022 BUSINESS HIGHLIGHTS
Fiscal 2022 Results
Fiscal 2022 results reflect record revenue underpinned by strong demand in nearly all major markets across the globe, as well as significant investments, including enhanced store partner wages and new partner training, coupled with inflationary headwinds.
Total Consolidated Revenues
(+13% year-over-year)
$32.3 Billion
U.S. 90-day active Starbucks® Rewards members grew 16% year-over-year to
28.7 Million
Operating Margin
(-250 basis points year-over-year)
14.3%
Total Consolidated EPS
(-20.1% year-over-year)
$2.83
Expanded global retail store base 6% to
35,711 Stores
Non-GAAP Operating Margin
(-290 basis points year-over-year,)
15.1%*
Total Consolidated non-GAAP EPS
(-7.5% year-over-year, or -5% on a 52 week basis)
$2.96*
*    Appendix A includes a reconciliation of non-GAAP operating margin and non-GAAP EPS to the most directly comparable measure reported under accounting principles generally accepted in the United States (“GAAP”). Year over year growth is based on a 52-week basis. For the annual revenue growth, please refer to Appendix A, Reconciliation of Extra Week.
   
Shareholder Returns
Starbucks returned $6.3 billion of capital to shareholders in fiscal 2022. In April 2022, Starbucks suspended its share repurchase program for the balance of the fiscal year to allow us to enhance our investments in our partners and stores. In September 2022, Starbucks announced it expects to return approximately $20 billion to shareholders in the next three years through dividends and share repurchases and subsequently resumed its share repurchase program in November 2022. Five-year cumulative total shareholder return (“TSR”) was 74% as of October 2, 2022.
2023 PROXY STATEMENT
7


Proxy Summary
This summary highlights information contained in the proxy statement. This summary does not contain all the information that you should consider, and you should read the entire proxy statement before voting.
BOARD HIGHLIGHTS
Director Nominees
The following tables provide summary information about our director nominees. Directors are elected annually by a majority of votes cast. Your board of directors recommends that you vote “FOR” the election of each of the eight nominees. Please see page 18 in this proxy statement for this proposal.
Committee Memberships
Name & Principal OccupationAgeDirector
Since
IndependentAudit and
Compliance
Committee
Compensation
and Management
Development
Committee
Nominating
and Corporate
Governance
Committee
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Richard E. Allison, Jr.
Retired Chief Executive Officer and Director of Domino’s Pizza, Inc.
552019
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Andrew Campion
Chief Operating Officer of
NIKE, Inc.
512019
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Beth Ford
Chief Executive Officer of
Land O'Lakes
58
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Mellody Hobson
Co-Chief Executive Officer, President, and Director of Ariel Investments, LLC
532005
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Jørgen Vig Knudstorp
Executive Chairman of
LEGO Brand Group
542017
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Satya Nadella
Chief Executive Officer and Director of
Microsoft Corporation
552017
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Laxman Narasimhan
chief executive officer-elect of Starbucks Corporation
55
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Howard Schultz
interim chief executive officer of Starbucks Corporation
692022
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Member
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Chair of the Board
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Committee Chair
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Audit Committee Financial Expert
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PROXY SUMMARY
Board Nominees Snapshot
INDEPENDENCEDIRECTOR TENUREAGE DISTRIBUTIONDIVERSITY
Independent60-4 years4<50 years0Female25%
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Not-Independent25-9 years250-60 years7National Diversity25%
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10-14 years061-75 years1Ethnic Diversity38%
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15+ years* 2
Average Age: 56.3
Director Self-Identification of
Race/Ethnicity:
2 Asian
1 Black
0 Hispanic or Latinx
5 White
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Average Director Tenure:
8.4 years*
*This figure includes Howard Schultz prior tenure on the board of directors.
EXPERIENCE/QUALIFICATIONS/SKILLS/ATTRIBUTES
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Industry Experience
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Governmental & Public Policy Experience
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2/8
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3/8
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Financial/Capital Allocation Experience
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Technology Experience
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4/8
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4/8
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Gender, Ethnic or National Diversity
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Human Capital Management Experience
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5/8
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5/8
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Corporate Social Responsibility
Experience
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Environmental/Climate Change
Experience
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6/8
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5/8
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Brand Marketing Experience
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Public Company Board Experience
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6/8
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8/8
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International Operations &
Distribution Experience
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Senior Leadership Experience
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7/8
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8/8
2023 PROXY STATEMENT
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PROXY SUMMARY
BOARD INDEPENDENCEBOARD AND COMMITTEE
MEETINGS IN FISCAL 2022
DIRECTOR ELECTIONS
Independent Board Committees: All
6Independent
Director-Only Sessions
ANNUAL
Frequency of Board Elections
MAJORITY
Voting Standard for Uncontested Elections
Independent Director Nominees
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Audit and Compliance (“ACC”)
8
Compensation and
Management Development (“CMDC”)
75Mandatory
Retirement Age
4
Nominating and
Corporate Governance (“NCGC”)
Independent Chair of the Board:
Mellody Hobson
6 FULL BOARD MEETINGS
Proxy Access for Director Nominations
3years
 
Holding Period
3%Ownership
Threshold
Nominees
Greater of 2 or 20% of board
Group Formation
Up to 20 shareholders
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PROXY SUMMARY
SHAREHOLDER ENGAGEMENT
Starbucks has a history of actively engaging with our shareholders. We believe that strong corporate governance includes year-round engagement with our shareholders.
We have a long-standing, robust shareholder outreach program in which we solicit feedback on our corporate governance, executive compensation program, and disclosure practices, as well as environmental and social impact programs and goals. Additionally, shareholder feedback is shared with our board of directors on an ongoing basis.
Corporate Governance Cycle
Throughout the year, highlights of our shareholder engagement include:
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Publish Annual Report and proxy statement
Conduct active outreach with top investors to discuss items to be considered at the Annual Meeting
Hold the Annual Meeting of Shareholders

Review vote results from our most recent Annual Meeting and incorporate insights into Starbucks shareholder engagement program
Publish Global Environmental and Social Impact Report: Informs stakeholders, including shareholders, about recent developments relating to environmental, social, and governance (“ESG”) topics
Evaluate proxy season trends, corporate governance best practices, and regulatory developments to inform our current practices, policies, and disclosures
Conduct active outreach with top shareholders to understand their priorities

2022 Outreach
 
Engagement
As part of our regular shareholder outreach, we engaged with our top shareholders, representing nearly 30% of our total shares outstanding. We also engaged with certain proponents who submitted shareholder proposals included in this proxy statement to better understand the rationale and requests of their proposals.
Participants
Outreach was conducted by a cross-functional team including:
Selected Key Topics
Key areas of discussion included:
Global Coffee, Sustainability and Social Impact
Inclusion and Diversity
Investor Relations
Law & Corporate Affairs
Partner Resources Organization
Public Affairs

Additionally, our ceo, cfo and the board of directors engage in meaningful dialogue with our shareholders through our quarterly earnings calls and investor-related outreach events.
Animal Welfare
Brand/Public Affairs
Company Policy
Corporate Governance
Executive Compensation
Financial Performance
Human Capital Management
Human Rights
Inclusion and Diversity
Long-term Growth Strategy
Risk Management
Succession Planning
Supply Chain
Sustainability Programs
2023 PROXY STATEMENT
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PROXY SUMMARY
EXECUTIVE COMPENSATION ADVISORY VOTE
Our board of directors recommends that shareholders vote to approve, on a nonbinding, advisory basis, (1) the compensation paid to the Company’s named executive officers (“NEOs”), and (2) an annual frequency of future executive compensation voting, as described in this proxy statement. Please see pages 39 and 72 of this proxy statement for these proposals.
Pay Delivery Aligned with Performance
Based on effective program design and best practices, and consistent with our pay-for-performance philosophy, our executive compensation is aligned with Company performance. The vast majority of our NEOs’ target total direct compensation is in the form of compensation that is variable or “at-risk” based on our financial, operating, and ESG performance and the value of our stock price.
FORMER CEO Compensation Mix*
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Other NEOs** Compensation Mix
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*    The chart above does not include Mr. Schultz, who, in connection with his appointment as interim chief executive officer, received a base salary of only $1, and was not eligible to earn an annual cash incentive award under the Annual Incentive Bonus Plan, and did not receive any equity award grants.
**    This chart also does not include Mr. Narasimhan, who did not commence employment with the Company until October 1, 2022, the day immediately preceding the end of fiscal 2022.
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PROXY SUMMARY
Strong Governance Standards and Best Practices
The Compensation and Management Development Committee (“Compensation Committee”) of our board of directors is fully engaged to respond to the dynamic business environment in which we operate. As discussed in the Compensation Discussion and Analysis section of this proxy statement, the Compensation Committee acts to:
Conduct an annual say-on-pay advisory vote and regularly engage with shareholders on executive compensation
Adapt our compensation program to match the needs of our business
Attract and retain top talent in a dynamic and challenging business environment
Foster shareholder value creation and pay-for-performance alignment by creating meaningful cash and equity incentives linked to rigorous financial objectives
Mitigate compensation-related risk to the organization

Effective Program Design
Competitive total rewards package benchmarked against comparable peers
Vast majority of executive pay is at risk and/or based on performance, primarily in the form of stock-based compensation
Combination of absolute and relative performance metrics in incentive programs
Promotion of retention through multi-year vesting of stock awards
Stock ownership policy, including rigorous share ownership requirements
Clawback policy that covers cash and equity
No fixed-term or evergreen employment agreements; No severance agreements
Incorporation of ESG goals into our short-term and long-term incentive plans (including inclusion and diversity goals)
Double-trigger equity acceleration upon a change-in-control
Our insider trading policy prohibits short sales and derivative transactions in Starbucks stock
No tax gross-ups upon a change-in-control or on perquisites or benefits
No excessive executive perquisites
No executive pension plans or supplemental executive retirement plans
2023 PROXY STATEMENT
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PROXY SUMMARY
GLOBAL ENVIRONMENTAL AND SOCIAL IMPACT
INTRODUCTION
When Starbucks opened in 1971, our vision for success included becoming a different kind of company with a mission to inspire and nurture the human spirit—one person, one cup and one neighborhood at a time.
Starting in fiscal 2022, we embarked on an ambitious journey to reinvent ourselves, building on more than 50 years of global impact with our partners and coffee at the core of our business. This journey includes making key investments in ESG strategies that help us uplift our partners and customers, give back more than we take from our planet, create responsible growth for our company, and operate in a manner that supports the resilience of our business.
We work to improve our communities and our planet and advance our ESG strategies with the same creativity and consistency our partners bring to their work every day. Three priorities guide our ongoing efforts to evolve the way we sustainably operate, grow, and enhance our business: (1) Investing in our Partners, (2) Building a More Sustainable, Equitable, and Resilient Future for Coffee and our Communities and Planet, and (3) Leadership and Governance.1
PRIORITY 1: INVESTING IN OUR PARTNERS
At Starbucks, we are working side-by-side with partners to create meaningful change. Our shared vision2 is a better future for each other, our customers and the communities we serve. We invest in our partners because we know that when we put them first—and work to exceed their expectations—the result is a great experience for our customers and communities. Our world-class benefits are designed to meet the needs of our partners in our different markets and are generally available to full- and part-time partners. In the U.S., those benefits include comprehensive health coverage, mental health benefits, retirement plans with company match, Bean Stock, our equity reward program, 100 percent tuition coverage for a first-time bachelor’s degree and more.3
Starbucks took significant action in fiscal 2022 to improve our partners’ experience through increased wages, additional training, and comprehensive benefits. Our wage increases and training program expansion for U.S. retail partners in fiscal 2022 totaled $1 billion, and we updated our family expansion reimbursement benefit, while also introducing access to financial well-being tools and the opportunity to accrue sick time at a faster rate.
Starbucks effort to improve our partners’ experience is founded on a deep commitment to advance inclusion, diversity, and equity—and the belief that we are at our best when we create inclusive and welcoming environments, where we uplift one another with dignity, respect, and kindness. We are committed to hiring from communities that may face barriers to employment, including people of color, Veterans and military spouses; people who are in LGBTQIA+ communities; and those who are disabled. Starbucks aims to achieve and maintain gender pay equity in all global company-operated markets annually, in addition to racial pay equity in the United States. We commit to transparent data collection and reporting on our hiring practices, partner demographics, and partner support initiatives to hold us accountable as we continue to build a diverse and inclusive company. For example, Starbucks began publishing regular Civil Rights Assessments4 in 2019 to address our progress and present recommendations for reaching new heights in our work to develop and sustain an inclusive, diverse workforce.
PRIORITY 2: BUILDING A MORE SUSTAINABLE, EQUITABLE, AND RESILIENT FUTURE FOR COFFEE AND OUR COMMUNITIES AND PLANET
We are building a more sustainable, equitable, and resilient future for coffee and our communities and planet. We will create that future with a deep commitment to global human rights and responsible and ethical sourcing, community leadership from our partners, and a focus on giving more than we take from the planet.
Starbucks takes seriously our commitment to responsible and ethical sourcing led by Coffee and Farmer Equity (“C.A.F.E.”)5 Practices, the company’s third-party verification program, and the cornerstone of our approach to ethical sourcing. We believe in investing in the health and well-being of the nearly 500,000 farmers who grow high-quality arabica coffee from diverse regions around the world as we work together to ensure a sustainable future of coffee for all.
For example, the Starbucks Global Farmer Fund was created to improve supply chain resiliency and ensure a long-term supply of coffee by addressing the unmet business financing needs of farmers. Starbucks is also working to deliver 100 million disease-resistant coffee trees to farmers globally. Together, we help farmers increase their productivity, quality of life, and profitability by driving solutions that support our communities globally and support a healthy planet.
Starbucks global commitment to fundamental human rights is a core component of how we live our mission and values wherever we do business around the world.6 We respect the inherent dignity of all people and seek to enable partners to do their best work by embracing and valuing the unique combination of talents, experiences, and perspectives they each bring to our work. Our goal is to be one of the most inclusive companies globally, working toward full equity, inclusion, and accessibility for those whose lives we touch.
Starbucks strives to give back more than we take from our planet. This priority includes a commitment to operating our business in a way that is environmentally sustainable. Starbucks is working to cut our carbon, water, and waste footprints by half by 2030. We can only achieve these ambitious goals by working together with our stakeholders—every partner, supplier, farmer, and customer is part of our journey.
Our work to uplift one another extends beyond our partners to the communities we serve around the world. With our partners, we are strengthening our communities and co-creating a more resilient future. From Neighborhood Grants nominated by partners who know their neighbors and communities best, to our commitment to farmers around the globe, to championing their communities, Starbucks partners are deeply invested in their communities.
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PROXY SUMMARY
And our commitment to build a more equitable, sustainable, and resilient future includes a commitment to the environment. Starbucks strives to give more than we take from the planet and to cut our carbon, water, and waste footprints by half by 2030. We can only achieve these ambitious goals by working together with our stakeholders—every partner, supplier, farmer, and customer is part of our journey.
PRIORITY 3: LEADERSHIP AND GOVERNANCE
Starbucks strives to lead by example. Our commitment to transparency, intentionality, and accountability underpins all our efforts to share extensive data on our progress against our ambitious ESG goals, business practices, work in sustainability, and our commitment to the communities we serve. As part of that commitment, since 2001, Starbucks has proactively published the Global Environmental & Social Impact report, an annual fiscal year update on key ESG programs and progress.
We promote ethical leadership and business practices to deliver our very best in all we do, while holding ourselves accountable for results. Our board and its committees are responsible for overseeing the effectiveness of our global environmental and social impact strategy. We govern our sustainability commitments through the Global Environmental Council, which is comprised of senior leaders across Starbucks whose compensation is tied to performance against our goals. We continue to implement an executive compensation program that includes benchmarks for achieving sustainability goals and building inclusive and diverse teams. All Starbucks partners are governed by internal policies addressing ethics and human rights issues, including Anti-Harassment, Anti-Discrimination, Conflicts of Interest, Gifts & Entertainment, Anti-Bribery, and Equal Employment Opportunity. And, we practice rigorous data collection, including third-party data verification, to ensure our reporting is accurate and representative of the great strides we are making to support our partners, customers, communities, and planet.
Starbucks is also committed to being a force for global good by advancing equity and civic engagement so our partners can share their vision for stronger communities. In the U.S., we provide tools and resources for partners to ensure their voice is heard in each and every election. Globally, we work with partners, licensees, and business partners to advocate for policies that support our partners, the health of our business and the communities we serve through the lens of our Mission and Values.
Starbucks is building on over 50 years of great business through the lens of humanity to a future of exceptional service—service to our partners, service to our customers, and service to our planet. We believe this focus will support the success of our business and drive value for our shareholders as we continue to pursue our strategic priorities.
1    Additional programmatic updates and performance against these priorities and publicly stated goals will be shared in Starbucks forthcoming FY22 Global Environmental and Social Impact Report.
2    Starbucks. (2022, November 21). One.Starbucks. https://one.starbucks.com/
3    Starbucks. (2022, November 22). Benefits and Perks. https://www.starbucks.com/careers/working-at-starbucks/benefits-and-perks/
4    Starbucks. (2022, November 21). Starbucks Civil Rights Assessments. https://stories.starbucks.com/stories/civil-rights-assessments/
5    Starbucks. (2022, November 22). Coffee. https://www.starbucks.com/responsibility/sourcing/coffee/
6    Starbucks. (2020, November 17). Global Human Rights Statement. https://stories.starbucks.com/press/2020/global-human-rights-statement/
2023 PROXY STATEMENT
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Proxy Statement
We are making this proxy statement available to you on January 27, 2023, in connection with the solicitation of proxies by our board of directors for the Starbucks Corporation 2023 Annual Meeting of Shareholders. At Starbucks and in this proxy statement, we refer to our employees as “partners.” Also in this proxy statement, we sometimes refer to Starbucks as the “Company,” “we,” or “us,” and to the 2023 Annual Meeting of Shareholders as the “Annual Meeting.” When we refer to the Company’s fiscal year, we mean the annual period ending on the Sunday closest to September 30 of the stated year. Information in this proxy statement for 2022 generally refers to our 2022 fiscal year, which was from October 4, 2021, through October 2, 2022 (“fiscal 2022”).
VOTING INFORMATION
Record Date. The record date for the Annual Meeting is January 13, 2023. On the record date, there were 1,148,558,716 shares of our common stock outstanding and there were no outstanding shares of any other class of stock.
Voting Your Proxy. Holders of shares of common stock are entitled to cast one vote per share on all matters. Proxies will be voted as instructed by the shareholder or shareholders granting the proxy. Unless contrary instructions are specified, if the proxy is completed and submitted (and not revoked) prior to the Annual Meeting, the shares of our common stock represented by the proxy will be voted as shown in the table below and in accordance with the best judgment of the named proxies on any other matters properly brought before the Annual Meeting.
Proposal No.
Vote
Board
Recommendation
Broker Non-vote
Vote Required
for Approval
Advisory
Proposal?
Effect of
Abstentions
and Broker
Non-votes
1
Election of each of the eight director nominees.
FOR
This matter is non-routine, thus if you hold your shares in street name, your broker may not vote your shares for you.
Majority of votes cast
No
No effect
2
Approval, on a nonbinding, advisory basis, of the compensation paid to our named executive officers.
FOR
This matter is non-routine, thus if you hold your shares in street name, your broker may not vote your shares for you.
Majority of votes cast
Yes
No effect
3
Approval, on a nonbinding, advisory basis, of the frequency of future advisory votes on executive compensation.
FOR EVERY YEAR
This matter is non-routine, thus if you hold your shares in street name, your broker may not vote your shares for you.
Majority of votes cast
Yes
No effect
4
Ratification of the selection of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending October 1, 2023.
FOR
This matter is routine, thus if you hold your shares in street name, your broker may vote your shares for you absent any other instructions from you.
Majority of votes cast
Yes
Abstention has no effect and broker has discretion to vote
5
Shareholder proposal regarding a report on plant-based milk pricing.
AGAINST
This matter is non-routine, thus if you hold your shares in street name, your broker may not vote your shares for you.
Majority of votes cast
Yes
No effect
6Shareholder proposal regarding ceo succession planning policy amendment.
AGAINST
This matter is non-routine, thus if you hold your shares in street name, your broker may not vote your shares for you.
Majority of votes cast
Yes
No effect
7Shareholder proposal regarding annual report on company operations in China.
AGAINST
This matter is non-routine, thus if you hold your shares in street name, your broker may not vote your shares for you.
Majority of votes cast
Yes
No effect
8Shareholder proposal regarding assessment of worker rights commitments.
AGAINST
This matter is non-routine, thus if you hold your shares in street name, your broker may not vote your shares for you.
Majority of votes cast
Yes
No effect
9Shareholder proposal regarding creation of Board committee on corporate sustainability.
AGAINST
This matter is non-routine, thus if you hold your shares in street name, your broker may not vote your shares for you.
Majority of votes cast
Yes
No effect
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PROXY STATEMENT
Revoking Your Proxy. If you are a registered shareholder (meaning a shareholder who holds shares issued in their name and therefore appears on the Company’s share register) and have executed a proxy, you may revoke or change your proxy at any time before it is exercised by: (i) executing and delivering a later-dated proxy card to our corporate secretary prior to the Annual Meeting; (ii) delivering written notice of revocation of the proxy to our corporate secretary prior to the Annual Meeting; or (iii) attending and voting at the Annual Meeting. Attendance at the Annual Meeting, in and of itself, will not constitute a revocation of a proxy. If you voted by telephone or the Internet and wish to change your vote, you may call the toll-free number or go to the website provided on the next page, as may be applicable in the case of your earlier vote, and follow the directions for revoking or changing your vote. If your shares are held in the name of a broker, bank, or other holder of record, you should follow the voting instructions you receive from the holder of record to revoke your proxy or change your vote.
Vote Required. The presence, in person or by proxy, of holders of a majority of the outstanding shares of our capital stock is required to constitute a quorum for the transaction of business at the Annual Meeting. Abstentions and “broker non-votes” (shares held by a broker or nominee that does not have discretionary authority to vote on a particular matter and has not received voting instructions from its client on that matter but are deemed to be present at the Annual Meeting) are counted for purposes of determining the presence or absence of a quorum for the transaction of business at the Annual Meeting.
We have majority voting procedures for the election of directors in uncontested elections. If a quorum is present, a nominee for election to a position on the board of directors will be elected as a director if the votes cast for the nominee exceed the votes cast against the nominee. The term of any incumbent director who does not receive a majority of votes cast in an election held under the majority voting standard terminates on the earliest to occur of: (i) 90 days from the date on which the voting results of the election are certified; (ii) the date the board of directors fills the position; or (iii) the date the director resigns. If a quorum is present, the approval of the nonbinding, advisory vote on the compensation paid to our named executive officers, the approval of the nonbinding, advisory vote on the frequency of advisory votes on executive compensation, the ratification of the selection of Deloitte & Touche LLP as our independent registered public accounting firm, and the approval of any shareholder proposal, and any other matters that properly come before the meeting, require that the votes cast in favor of such actions exceed the votes cast against such actions.
Unless you provide voting instructions to any broker holding shares on your behalf, your broker may not use discretionary authority to vote your shares on any of the matters to be considered at the Annual Meeting other than the ratification of our independent registered public accounting firm. Please vote your proxy so your vote can be counted. Proxies and ballots will be received and tabulated by a representative of Broadridge Financial Solutions, Inc., our inspector of elections for the Annual Meeting.
Please cast your vote as soon as possible. Make sure to have your proxy card or VIF in hand:
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By internet
go to www.proxyvote.com;
By toll-free telephone
from the United States, U.S. territories, and Canada: call 1-800-690-6903;
By mail (if you received a paper copy of the proxy materials by mail): mark, sign, date, and promptly mail the enclosed proxy card in the postage-paid envelope; or
By scanning the QR code using your mobile device.
2023 PROXY STATEMENT
17


PROPOSAL 1
ELECTION OF DIRECTORS
Our board of directors regularly reviews and assesses its composition to evaluate the right mix of experience, qualifications, skills, tenure, and diversity. The Nominating and Corporate Governance Committee believes that board refreshment is critical as the Company transitions its leadership to a new chief executive officer, continues the implementation of its Reinvention Plan, and navigates a key inflection point in the emergence from the COVID-19 pandemic. In furtherance of ongoing board refreshment, the Nominating and Corporate Governance Committee is currently engaged in an ongoing recruitment process, with Beth Ford, the chief executive officer of Land O Lakes, being nominated to stand for election as a director at the 2023 annual meeting of shareholders. The board is committed to ensuring that it remains composed of directors who are equipped to oversee the success of the business, striving to maintain an appropriate balance of diversity, skills, and tenure in its composition, and intends to increase its gender diversity over the next few years.
Our board of directors currently has nine members. The board of directors has nominated six of the existing nine directors for election at the Annual Meeting, to serve until the 2024 Annual Meeting of Shareholders or until their respective successors have been elected and qualified. Mr. Narasimhan and Ms. Ford are first-time nominees to our board of directors. Mr. Narasimhan’s offer letter setting forth the terms of his employment provides that he will be nominated for election as a director at each annual meeting of shareholders following his appointment as chief executive officer. Assuming the election of each of our director nominees, our board of directors will have eight members following the Annual Meeting. Isabel Ge Mahe, Clara Shih, and Joshua Cooper Ramo have not been renominated and their service on our board will end at the 2023 Annual Meeting of Shareholders. Ms. Ge Mahe, Ms. Shih, and Mr. Ramo have been valuable members of the Board since 2019, 2011, and 2011, respectively, and our board and Starbucks wish them the best in their future endeavors. Starbucks and their fellow directors sincerely appreciate the thoughtful leadership and insight and the perspectives that they brought to the board.
Unless otherwise directed, the persons named in the proxy as proxyholders intend to vote all proxies FOR the election of the nominees, as listed below, each of whom has consented to serve as a director if elected. If, at the time of the Annual Meeting, any nominee is unable or declines to serve as a director, the discretionary authority provided in the enclosed proxy will be exercised to vote for a substitute candidate designated by the board of directors, unless the board chooses to reduce its own size. The board of directors has no reason to believe that any of the nominees will be unable or will decline to serve if elected. Proxies cannot be voted for more than eight persons since that is the total number of nominees.
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PROPOSAL 1 – ELECTION OF DIRECTORS
STARBUCKS BOARD OF DIRECTORS
We believe that our directors should satisfy a number of qualifications, including demonstrated integrity, a record of personal accomplishments, a commitment to participation in board activities, and other attributes discussed below in Our Director Nominations Process section on page 33. We also endeavor to have a board that represents a range of qualifications, skills, and depth of experience in areas that are relevant to and contribute to the board’s oversight of the Company’s global activities. Following the biographical information for each director nominee, we describe the key experiences, qualifications, skills, and attributes the director nominee brings to the board that, for reasons discussed in the chart below, are important to Starbucks businesses and structure. The board considered these key experiences, qualifications, skills, attributes, and the nominees’ other qualifications in determining to recommend that they be nominated for election.
Experience/Qualifications/Skills/Attributes
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Industry ExperienceAs the premier roaster, marketer, and retailer of specialty coffee in the world, we seek directors who have knowledge of and experience in the consumer products, retail, food, and beverage industries, which is useful in understanding our product development, retail, and licensing operations.
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Financial/Capital Allocation ExperienceAs a large public company, Starbucks is committed to strong financial discipline, effective allocation of capital, an appropriate capital structure, risk management, legal, and regulatory compliance, and accurate disclosure practices. We believe that directors who have senior financial leadership experience at large global organizations and financial institutions, and directors who are experienced allocators of capital are instrumental to Starbucks success.
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Gender, Ethnic, or National DiversityWe value representation of gender, ethnic, geographic, cultural, and other perspectives that expand the board’s understanding of the needs and viewpoints of our customers, partners, governments, and other stakeholders worldwide.
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Brand Marketing ExperienceWe seek directors with brand marketing experience because of the importance of image and reputation in the specialty coffee business, and our objective to maintain Starbucks standing as one of the most recognized and respected brands in the world.
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International Operations & Distribution ExperienceStarbucks has a strong global presence. The Company has a presence in over 35,000 stores in 83 markets around the globe. Accordingly, we value international operations and distribution experience, especially as we continue to expand globally and develop new channels of distribution.
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Governmental & Public Policy ExperienceWe seek directors with domestic and international experience in corporate responsibility, sustainability, and public policy to help us address significant public policy issues, adapt to different business and regulatory environments, and facilitate our work with various governmental entities and non-governmental organizations all over the world. This experience is particularly relevant during times of increased volatility in global politics and economics.
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Technology ExperienceOur business has become increasingly complex as we have enhanced our offerings, expanded our global footprint, and increased online customer ordering capabilities. This increased complexity requires a sophisticated level of technology resources and infrastructure as well as technological expertise. And, as a consumer retail company, we seek directors who have digital and social media experience, which can provide insight and perspective with respect to our various business functions.
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Human Capital Management ExperienceAt Starbucks, our people are one of our most valuable assets. We seek to live our values through the culture we develop with our partners and our customers. We value directors with experience managing and developing values and culture in a large global workforce so that we can continue to live our mission to inspire and nurture the human spirit—one person, one cup, and one neighborhood at a time.
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Corporate Social Responsibility Experience
We believe that directors who have experience in advocating for gender and racial equality, human rights, and effective corporate citizenship ensure that the Company remains at the forefront of advancing social justice, diversity, and inclusivity.
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Environmental/Climate Change Experience
We value directors with experience in environmental and climate change topics strengthens the board’s oversight and assures that strategic business imperatives and long-term value creation for shareholders are achieved within a responsible and sustainable business model.
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Public Company Board ExperienceDirectors who have served on other public company boards can offer advice and perspective with respect to board dynamics and operations, relations between the board and Starbucks management, and other matters, including corporate governance, executive compensation, risk management and oversight of strategic, operational, compliance-related matters, and relations with shareholders.
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Senior Leadership ExperienceWe believe that it is important for our directors to have served in senior leadership roles at other organizations, which demonstrates strong abilities to motivate and manage others, to identify and develop leadership qualities in others, and to manage organizations. Starbucks global scale and complexity requires aligning multiple areas of operations, including marketing, merchandising, supply chain, human resources, real estate, and technology. Directors with senior leadership experience are uniquely positioned to contribute practical insight into business strategy and operations, and support the achievement of strategic priorities and objectives.
2023 PROXY STATEMENT
19

PROPOSAL 1 – ELECTION OF DIRECTORS
Board Nominee Skills Matrix
The table below summarizes the key experience, qualifications, and attributes for each director nominee and highlights the balanced mix of experience, qualifications, and attributes of the board as a whole. This high-level summary is not intended to be an exhaustive list of each director nominee’s skills or contributions to the board. No individual experience, qualification, or attribute is solely dispositive of becoming a member of our board.
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Industry
Experience
Financial/
Capital
Allocation
Experience
Gender,
Ethnic, or
National
Diversity
Brand
Marketing
Experience
International
Operations &
Distribution
Experience
Governmental
& Public
Policy
Experience
Technology
Experience
Human
Capital
Management
Experience
Corporate
Social
Responsibility
 Experience
Environmental/
Climate
Change
Experience
Public
Company
Board
Experience
Senior
Leadership
Experience
Richard E. Allison, Jr.
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Andrew Campion
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Beth Ford
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Mellody Hobson
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Jørgen Vig Knudstorp
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Satya Nadella
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Laxman Narasimhan
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Howard Schultz
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PROPOSAL 1 – ELECTION OF DIRECTORS
 
Board Recommendation
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The board of directors recommends that shareholders vote FOR the election of each of the nominees to the board of directors described below.
Nominees
Set forth below is certain information furnished to us by the director nominees. There are no family relationships among any of our current directors or executive officers. None of the corporations or other organizations referenced in the biographical information below is a parent, subsidiary, or other affiliate of Starbucks.
 
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RICHARD E. ALLISON, JR.   Independent
Age: 55
Director Since: 2019
Committees:
CMDC (chair), NCGC
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Flat White
RICHARD E. ALLISON, JR. has been a Starbucks director since September 2019. He served as Chief Executive Officer and a member of the board of directors of Domino’s Pizza, Inc., the largest pizza company in the world based on global retail sales, from July 2018 until April 30, 2022, then served as a senior advisor until his retirement in July 2022. He joined Domino’s in March 2011 as Executive Vice President of International and then served as President, Domino’s International from October 2014 to July 2018. During the period that Mr. Allison led the international division and served as Chief Executive Officer, Domino’s expanded by more than 20 countries and grew by more than 8,000 stores. Prior to joining Domino’s, Mr. Allison worked at Bain & Company, Inc. for more than 13 years, serving as a Partner from 2004 to 2010, and as co-leader of Bain’s restaurant practice.
DIRECTOR QUALIFICATIONS
Throughout Mr. Allison’s extensive experience in the restaurant industry, particularly his years spent at Domino’s, he has cultivated a deep understanding of large- and small-scale operations, strategic planning initiatives, market development objectives, packaging and recycling initiatives, and other critical elements of steering a global restaurant chain. The growth of Domino’s global brand under Mr. Allison’s direction highlights his strong leadership capabilities and dedication to excellence, qualities that he brings to his role as director.
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ANDREW CAMPION   Independent
Age: 51
Director Since: 2019
Committees:
ACC (chair), CMDC
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Brown Sugar Oatmilk Latte
ANDREW CAMPION has been a Starbucks director since September 2019. He has served as the Chief Operating Officer of NIKE, Inc., a multinational athletic footwear, apparel, equipment, and services corporation, since March 2020. Previously, Mr. Campion served as Executive Vice President and Chief Financial Officer of NIKE, Inc. from 2015 to 2020. From 2014 to 2015, he served as Senior Vice President, Strategy, Finance, and Investor Relations for NIKE, Inc., which he assumed in addition to his prior role as Chief Financial Officer of the NIKE Brand, to which he was appointed in 2010. Mr. Campion joined NIKE, Inc. in 2007, leading Global Strategic Planning, Global Financial Planning, and Market Intelligence. From 1996 to 2007, he held leadership roles in strategic planning, mergers and acquisitions, financial planning and analysis, operations planning, investor relations, and tax at The Walt Disney Company, a multinational mass media and entertainment corporation. Mr. Campion also currently serves on the Board of Directors of The Springhill Company, the Board of Directors of the Los Angeles 2028 Olympic and Paralympic Games, and the Board of Advisors of the UCLA Anderson Graduate School of Management.
DIRECTOR QUALIFICATIONS
As a chief operating officer and former chief financial officer of a large multinational company, Mr. Campion has a broad range of leadership experience in the public company sector, including overseeing global brand and business growth strategies, operational excellence, environmental sustainability efforts, talent and team development, and enterprise financial management. His background in finance and law enables him to provide unique macro- and micro-level insights into business decisions and their potential impact on the Company’s strategic objectives. Mr. Campion brings his deep knowledge of investor relations, among his other skills and passions, to his role as director.
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2023 PROXY STATEMENT
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PROPOSAL 1 – ELECTION OF DIRECTORS
 
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BETH FORD Independent 
Age: 58
Director Nominee
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Vanilla Red Eye With Whole Milk
BETH FORD serves as president and chief executive officer of Land O’Lakes, Inc., a Fortune 200 food production and agribusiness company that is also a century-old farmer-owned cooperative. Land O’ Lakes operates Land O’Lakes Dairy Foods, Purina Animal Nutrition, WinField United and Truterra and operates in more than 60 countries. Ms. Ford joined Land O’ Lakes in 2011 and held a variety of roles across all businesses before becoming chief executive officer in 2018. She is a passionate advocate on behalf of farmers and rural America with the goal of connecting people, particularly in urban areas, to the farmers and rural communities who grow their food. In addition, she is the convener of The American Connection Project to help bridge the digital divide. Beth's 36-year career spans six industries at seven companies. Ms Ford serves on the board of directors of PACCAR, Inc. and previously served on the boards of directors of Blackrock, Inc. and Clearwater Paper, where she was chairperson. She also serves on the board of directors for the Business Roundtable and the Columbia University Business School – Deming Center Board of Advisors. She recently was inducted into the Supply Chain Hall of Fame by the Council of Supply Chain Management Professionals (CSCMP) and received a Doctor of Humane Letters honorary degree from Iowa State University in 2022.
DIRECTOR QUALIFICATIONS
Ms. Ford brings to the board extensive leadership experience in food and agribusiness, as well as 35 plus years in supply chain operations across multiple industries. As the chief executive officer of a farmer-owned cooperative, she knows the challenges that small and large farmers face, including those related to climate change. Ms. Ford also brings experience in operating multiple consumer-facing brands, managing a complex, multinational enterprise, and overseeing extensive supply chain operations. Her service on other publicly traded companies’ boards of directors will enable her to contribute valuable insights into corporate governance and other ESG considerations. As a member of the board of directors of the Business Roundtable, she has well-developed acumen in a wide variety of public policy issues linked to business and the economy.
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MELLODY HOBSON   Independent, chair of the board
Age: 53
Director Since: 2005
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MELLODY HOBSON has served as chair of the board since March 17, 2021. She served as vice chair of the board from June 2018 to March 2021 and has been a Starbucks director since February 2005. Ms. Hobson has served as Co-CEO, President, and Director of Ariel Investments, LLC, an investment management firm, since 2019. She previously served as President of Ariel Investments, LLC from 2000 to 2019. In addition, she serves as the President and Chairman of the Board of Trustees of the Ariel Investment Trust, a registered investment company advised by Ariel Investments. She previously served as Senior Vice President and Director of Marketing at Ariel Capital Management, Inc. from 1994 to 2000, and as Vice President of Marketing at Ariel Capital Management, Inc. from 1991 to 1994. Ms. Hobson works with a variety of civic and professional institutions, including serving as Co-Chair of the Lucas Museum of Narrative Arts and as Chairman of After School Matters, which provides Chicago teens with high quality out-of-school time programs. Additionally, she is on the Board of Governors’ Executive Committee of the Investment Company Institute. Ms. Hobson also serves on the Board of Directors of JPMorgan Chase & Co., and, she previously served on the Board of Directors of DreamWorks Animation SKG, Inc. and The Estée Lauder Companies Inc.
DIRECTOR QUALIFICATIONS
As the president, Co-CEO, and a director of a large investment company, Ms. Hobson brings significant leadership, operational, investment, and financial expertise to the board of directors. She brings a strong investor perspective to the boardroom and infuses discussions with insights from a shareholder, capital markets, and capital allocation lens. Ms. Hobson’s prior experience as an on-air CBS news contributor and analyst on finance and the economy provides insight into media, communications, and public relations considerations. Ms. Hobson also brings to the board of directors valuable knowledge of corporate governance and similar issues from her service on other publicly traded companies’ boards of directors as well as her service on the Investment Company Institute’s Board of Governors’ Executive Committee and her prior service on the Securities and Exchange Commission (“SEC”) Investment Advisory Committee. In addition, Ms. Hobson has brand marketing experience through her past service on the Board of Directors of The Estée Lauder Companies Inc. and DreamWorks Animation SKG prior to its acquisition by Comcast Corporation.
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*Pike Place is a registered trademark of The Pike Place Market PDA, used under license.
22
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PROPOSAL 1 – ELECTION OF DIRECTORS
 
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JØRGEN VIG KNUDSTORP   Independent
Age: 54
Director Since: 2017
Committees:
ACC, NCGC (chair)
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JØRGEN VIG KNUDSTORP has been a Starbucks director since March 2017. Since January 2017, Mr. Knudstorp has served as Executive Chairman of LEGO Brand Group, owner of the LEGO brand and part of the controlling company of the LEGO Group, a leading manufacturer of construction toys. From October 2004 to December 2016, he served as President and Chief Executive Officer of the LEGO Group. He previously held various leadership positions at the LEGO Group from 2001 to 2004, including Senior Vice President, Corporate Affairs from 2003 to 2004; Vice President, Strategic Development in 2003; Senior Director, Global Strategic Development & Alliance Management from 2002 to 2003; and Director, Strategic Development from 2001 to 2002. Prior to joining the LEGO Group, Mr. Knudstorp served as a Management Consultant at McKinsey & Company, a management consulting firm, from 1998 to 2001.
DIRECTOR QUALIFICATIONS
Mr. Knudstorp brings to the board his top executive leadership experiences at one of the world’s most renowned toy manufacturers, which has a highly recognizable brand and a record of innovation. His extensive global leadership experience provides the board with unique insights and knowledge of brand and digital marketing, strategy, consumer products, development and nurturing of human capital and organizational culture and values, environmental impact, finance, capital allocation, international operations and distribution, and formation and management of strategic alliances. The LEGO Brand is ranked as the world’s best reputed by RepTrak, and Mr. Knudstorp brings experience in building an authentic brand across ESG considerations in addition to product and employee experiences.
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SATYA NADELLA   Independent
Age: 55
Director Since: 2017
Committees:
NCGC
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SATYA NADELLA has been a Starbucks director since March 2017. Mr. Nadella has served as Chief Executive Officer and a member of the Board of Directors of Microsoft Corporation, a global technology provider, since February 2014. He has held various leadership positions at Microsoft Corporation since joining in 1992, and most recently, Mr. Nadella was executive vice president of Microsoft Corporation’s Cloud and Enterprise group. In this role, he led the transformation to the cloud infrastructure and services business. Previously, Nadella led research and development for the Online Services Division and was vice president of the Microsoft Business Division. Before joining Microsoft Corporation, Nadella was a member of the technology staff at Sun Microsystems. Mr. Nadella currently serves on the University of Chicago Board of Trustees, and previously served on the Board of Trustees of Fred Hutchinson Cancer Research Center.
DIRECTOR QUALIFICATIONS
Mr. Nadella brings to the board of directors global business leadership experience, extensive experience in the technology industry, and an understanding of how technology will be used and experienced around the world, in addition to deep expertise in allocating capital and optimizing productivity. He also provides the board with invaluable insights as Starbucks continues its focus on innovative ways to use technology to elevate its brand and grow its business. His experience in leading a multinational, complex enterprise, aligning teams, motivating employees, addressing corporate and environmental responsibility, developing human capital and talent, fostering a robust culture, and his strategic and operational expertise have facilitated important contributions to board discussions and oversight. Mr. Nadella also brings insight and knowledge in international operations and distribution gained from his service as Chief Executive Officer and other senior leadership positions at one of the world’s largest public technology companies.
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2023 PROXY STATEMENT
23

PROPOSAL 1 – ELECTION OF DIRECTORS
 
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LAXMAN NARASIMHAN chief executive officer-elect
Age: 55
Director Nominee
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LAXMAN NARASIMHAN joined Starbucks as its chief executive officer-elect on October 1, 2022. Prior to joining Starbucks, Mr. Narasimhan served as Chief Executive Officer of Reckitt Benckiser Group Plc (“Reckitt”), a FTSE 12 listed British multinational consumer health, hygiene, and nutrition company, since September 2019. Prior to joining Reckitt, Mr. Narasimhan held various roles at PepsiCo from 2012 to 2019. He served as PepsiCo’s Group Chief Commercial Officer until July 2019, and prior to that, beginning in 2012, he served as Chief Executive Officer - Latin America, Europe, and Sub-Saharan Africa, Chief Executive Officer - Latin America, and Chief Financial Officer of PepsiCo Americas Foods. Prior to joining PepsiCo, Mr. Narasimhan spent 19 years at McKinsey & Company, where he focused on its consumer, retail, and technology practices in the U.S., Asia, and India. Mr. Narasimhan is a trustee of the Brookings Institution and a member of the Council on Foreign Relations.
DIRECTOR QUALIFICATIONS
Mr. Narasimhan brings to the board extensive experience in beverage, food, retail, and consumer businesses. Through his previous chief executive officer roles, he has substantial experience operating multinational, consumer-facing businesses. As a trustee of the Brookings Institute and a member of the Council on Foreign Relations, Mr. Narasimhan would also bring to the board a unique understanding of numerous public policy matters. As a member of the Verizon board of directors and its Corporate Governance and Policy Committee, he has experience with myriad issues--including those related to ESG--facing public companies.
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HOWARD SCHULTZ   interim chief executive officer
Age: 69
Director Since: 2022
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HOWARD SCHULTZ is the founder of Starbucks Corporation and has served as interim chief executive officer and a member of the Starbucks board since April 2022. Mr. Schultz previously served as chairman of the board of directors of Starbucks since its inception in 1985 and until June 2018, and since 2018 has held the role of founder and chairman emeritus of Starbucks. He also previously served as chief executive officer from January 2008 to April 2017 and from November 1985 to June 2000, and as president from January 2008 until March 2015 and from November 1985 to June 1994. From June 2000 to February 2005, Mr. Schultz also held the title of chief global strategist. Mr. Schultz also held leadership and director roles with Il Giornale Coffee Company and Starbucks Coffee Company, which were predecessors to Starbucks.
DIRECTOR QUALIFICATIONS
As the founder of Starbucks, Mr. Schultz has demonstrated a record of innovation, achievement, and leadership. This experience provides the board of directors with a unique perspective into the operations and vision for Starbucks. Through his prior experience as the chairman and chief executive officer, Mr. Schultz is also able to provide the board of directors with insight and information regarding Starbucks strategy, operations, and business. In addition, Mr. Schultz brings to the board more than 35 years of experience with Starbucks and extensive experience in the food and beverage industry, brand marketing, and international distribution and operations.
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24
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Corporate Governance
BOARD STRUCTURE AND RESPONSIBILITIES
BOARD OF DIRECTORS
Audit and Compliance Committee
(“Audit Committee”)
Oversees the accounting and financial reporting processes and the internal and external audit processes, and reviews the financial information that will be provided to shareholders, the systems of internal control, risk management practices, and compliance with the Company’s standards of business conduct and laws and regulations.
Compensation and Management Development Committee
(“Compensation Committee”)
Oversees compensation practices and determines compensation and other benefits for officers. Also oversees the development and implementation of human capital development plans and succession planning practices to foster sufficient management depth at the Company to support its continued growth and the talent needed to execute long-term strategies.
Nominating and Corporate Governance Committee
(“Nominating/Governance Committee”)
Oversees corporate governance, advises and makes recommendations to the board regarding candidates for election as directors of the Company, reviews and makes recommendations regarding the Company’s non-employee director compensation policy, oversees ESG policies and practices, and addresses any related matters.
Board Leadership
The board of directors is responsible for overseeing the exercise of corporate power and ensuring that Starbucks business and affairs are managed to meet the Company’s stated goals and objectives and that the long-term interests of the shareholders and stakeholders are served. Our Governance Principles and Practices for the Board of Directors (“Governance Principles”) require the Nominating/Governance Committee to recommend to the board on a biennial basis, a board member who should be appointed to serve as the chair of the board. The board believes that it should maintain flexibility to select Starbucks chair of the board and board leadership structures. It believes that a two-year term for the chair provides continuity for the board.
Our ceo is the principal executive officer of the Company and has general charge and supervision of the business and strategic direction of the Company. Our independent chair of the board facilitates the board’s oversight of management and the Company’s long-range strategy and business initiatives and serves as a liaison between management and independent directors.
The duties of the chair of the board include the following:
Preside over and manage the meetings of the board;
Support a strong board culture by fostering an environment of open dialogue, ensuring effective information flow and constructive feedback among the members of the board and senior management, facilitating communication among the chair, the board as a whole, board committees, and senior management, and encouraging director participation in discussions;
Approve the scheduling of meetings of the board, lead the preparation of the agenda for each meeting, and approve the agenda and materials for each meeting;
Serve as liaison between management and independent directors;
Represent the board at annual meetings of shareholders and be available, when appropriate, for consultations with shareholders;
Act as an advisor to the ceo on strategic aspects of the business; and
Such other duties as prescribed by the board.
Independent Chair of the Board
Ms. Hobson, an independent, non-employee board member, has served as the chair of the board since March 2021. Our board believes that its leadership structure is appropriate because it effectively allocates authority, responsibility, and oversight between management and the independent members of our board and supports the independence of our non-management directors.
2023 PROXY STATEMENT
25

CORPORATE GOVERNANCE
Board Meeting Annual Calendar
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Fiscal Year in Review
Management and Financial Update
Strategic Plan and Brand
Social Impact Agenda
Management and Financial Update
Talent and Succession Planning (Inclusion and Diversity Update)
Management and Financial Update
Annual Financial Plan
Management and Financial Update
BOARD OVERSIGHT OF STRATEGY
The board is deeply engaged and involved in overseeing the Company’s long-range strategy, including evaluating key market opportunities, consumer trends, and competitive developments. This also includes aspects of our sustainability initiatives and social impact agenda that relate to our strategy. The board’s oversight of risk is another integral component of the board’s oversight and engagement on strategic matters. Strategy-related matters are regularly discussed at board meetings and, when relevant, at committee meetings. We also dedicate at least one board meeting every year to an even more intensive review and discussion of the Company’s strategic plan. Matters of strategy also inform committee-level discussions of many issues, including business risk. Engagement of the board on these issues and other matters of strategic importance continues in between meetings, including through updates to the board on significant items and discussions by the ceo with the independent chair of the board on a periodic basis. Each director is expected to and does bring to bear their own talents, insights, and experiences to these strategy discussions.
BEYOND THE BOARDROOM
In order to increase each director’s engagement with and understanding of our strategy, each director participates in an extensive orientation program upon joining the board, including meeting with members of our executive leadership team and other key leaders of the Company to gain a deeper understanding of Starbucks businesses and operations, attending cultural immersion programs, and visiting our stores to engage with store partners and customers first-hand. Periodic briefing sessions are also provided to members of the board on subjects that would assist them in discharging their duties. Our directors also have the opportunity through our periodic investor day presentations to understand and assess how we are communicating our strategy to our investors and other important stakeholders.
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CORPORATE GOVERNANCE
Risk Oversight
Board of Directors
The board of directors has overall responsibility for risk oversight. A fundamental part of risk oversight is not only understanding the material risks a company faces and the steps management is taking to manage those risks, but also understanding what level of risk is appropriate for that company. The involvement of the board in reviewing Starbucks business strategy is an integral aspect of the board’s assessment of management’s tolerance for risk and also its determination of what constitutes an appropriate level of risk for the Company.
While the full board has overall responsibility for risk oversight, the board has delegated oversight responsibility related to certain risks to the Audit Committee, the Compensation Committee, and the Nominating/Governance Committee.
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Audit
Committee
Compensation
Committee
Nominating/Governance
Committee
   
Responsible for reviewing and overseeing the Company’s major and emerging risk exposures, including financial, operational, legal, and regulatory risks; discussing the steps the Company is taking to monitor and control such exposures; and overseeing the Company’s risk assessment and risk management policies, including with respect to data privacy and cybersecurity risk exposures.
Receives regular reports from management including from our chief financial officer, vice president of Internal Audit, general counsel, and chief ethics and compliance officer on risks facing the Company at its regularly scheduled meetings and other reports as requested by the Audit Committee.
Responsible for reviewing and overseeing the management of any potential material risks related to Starbucks compensation policies and practices, including as they relate to the workforce generally.
Oversees the development, implementation, and effectiveness of the Company’s practices, policies, and strategies relating to human capital management regarding recruiting, selection, talent development, progression, and regression, and diversity, equity, and inclusion.
Reviews a summary and assessment of such risks annually and in connection with discussions of various compensation elements and benefits throughout the year.
Oversees risks associated with shareholder concerns, board governance and composition, political contributions, and ESG matters, including compliance matters relating to emerging political, environmental, and global citizenship trends.
Starbucks also maintains the Risk Management Committee, a management-level committee, which is co-managed by Starbucks chief financial officer and general counsel and reports to senior leadership.
The board believes that its leadership structure, coupled with the structure and work of the various committees referenced here, is appropriate and effective in facilitating board-level risk oversight.
Board and Committee Evaluations
Our board is committed to continual corporate governance improvement, and the board and each committee annually conduct a self-evaluation to review and assess the overall effectiveness of the board and each committee, including with respect to strategic oversight, board structure and operation, interactions with and evaluation of management, governance policies, and committee structure and composition. Committee self-assessments of performance are shared with the full board. The Nominating/Governance Committee also reviews the Governance Principles each year in light of changing conditions and shareholders’ interests and recommends appropriate changes to the board for consideration and approval. Matters with respect to board composition, the nomination of directors, board processes, and topics addressed at board and committee sessions are also considered part of our self-assessment process. As appropriate, these assessments result in updates or changes to our practices as well as commitments to continue existing practices that our directors believe contribute positively to the effective functioning of our board and its committees. There is an independent external review process, which is ordinarily conducted every three years, in addition to pre-existing annual board and committee evaluations.
2023 PROXY STATEMENT
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CORPORATE GOVERNANCE
Affirmative Determinations Regarding Director Independence and Other Matters
Our board conducts an annual review of the independence of our directors. Our board has determined that each of the members of our board who served in fiscal 2022 (which includes each of non-employee directors whose names are disclosed in the Fiscal 2022 Non-Employee Director Compensation Table) and each director nominee, other than Mr. Schultz, and Mr. Narasimhan, and Mr. Kevin Johnson prior to his retirement from the Company and our board, is “independent” as that term is defined under the rules of The Nasdaq Stock Market (“Nasdaq”). Our board has also determined that all directors and director nominees who served, or will serve upon election at this Annual meeting, on each of our Audit Committee, Compensation Committee, and Nominating/Governance Committee are independent and satisfy the relevant SEC and Nasdaq independence requirements for such committees. In assessing independence, our board determined that none of the members of our board, other than Mr. Schultz and Mr. Narasimhan has a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director, as Mr. Schultz and Mr. Narasimhan are executive officers, and in the case of Mr. Schultz, the founder of Starbucks.
In determining that Ms. Ge Mahe is independent, the board considered payments in the ordinary course of business in fiscal 2022 between Starbucks and the public company in which she serves as an officer, which were for amounts representing less than 2% of the annual revenues of the company receiving the payments and did not constitute a related party transaction under SEC rules. The board determined that these transactions would not interfere with Ms. Ge Mahe’s exercise of independent judgment in carrying out her responsibilities as a director. Also, in determining that Mr. Nadella is independent, the board considered payments in the ordinary course of business in fiscal 2022 between Starbucks and the public company in which he serves as an executive officer and as a director, which were for amounts representing less than 2% of the annual revenues of the company receiving the payments and did not constitute a related party transaction under SEC rules. The board determined that these transactions would not interfere with Mr. Nadella’s exercise of independent judgment in carrying out his responsibilities as a director. Lastly, in determining that Ms. Shih is independent, the board considered payments in the ordinary course of business in fiscal 2022 between Starbucks and the public company in which she serves as an officer, which were for amounts representing less than 2% of the annual revenues of the company receiving the payments and did not constitute a related party transaction under SEC rules. The board determined that these transactions would not interfere with Ms. Shih’s independent judgement in carrying out her responsibilities as a director.
Succession Planning and Talent Management Oversight
Management Succession Planning
In light of the critical importance of executive leadership to Starbucks success, we have an annual succession planning process. This process is enterprise-wide for managers up to and including our ceo.
Our board’s involvement in our annual succession planning process is outlined in our Governance Principles. The Governance Principles provide that our Compensation Committee has general oversight responsibility for management development and succession planning practices and strategy. Our Compensation Committee, pursuant to its charter, annually reviews and discusses with the independent directors of the board the performance of certain senior officers of the Company and the succession plans for each such officer’s position including
recommendations and evaluations of potential successors to fill these positions. The Compensation Committee also conducts a periodic review of, and provides approval for, our management development and succession planning practices and strategies, including the review and oversight of risks and exposures associated with the succession planning practices and strategies.
ceo Succession Planning
As discussed in the board’s recommendation on Proposal 6 - Regarding ceo Succession Planning Policy Amendment, which is set forth on page 77, the board recently amended the Governance Principles to expand on ceo succession planning. A primary responsibility of the board is planning for ceo succession. The chair of our Nominating/Governance Committee, together with the chair of the board (or, if the chair of the board is not independent, the lead independent director), the chair of the Compensation Committee, and the ceo (collectively, the “succession planning team”) will annually evaluate and update as appropriate the skills, experience, and attributes that the board believes are important to be an effective ceo in light of our business strategy. The succession planning team will also annually review with the board, our ceo succession planning process, including the identification, development, and progress of internal candidates and how candidates have been assessed. Chief executive officer succession planning should be an ongoing process, with the goal of providing sufficient lead time before an expected transition while also being prepared for and responsive to unexpected developments.
Oversight of ESG
Our board is highly engaged in ESG matters given that our global social impact, sustainability goals, and human capital are intricately linked to our strategic direction. Our board considers these matters at least annually in connection with the strategic plan. In addition, except where explicitly delegated to other board committees or retained by the board, our Nominating/Governance Committee is tasked with the responsibility of overseeing the effectiveness of our environmental, social, and corporate governance strategies, policies, practices, goals, and programs, including review of our annual Global Environmental and Social Impact Report. Further, our Compensation Committee is responsible for overseeing the development and implementation of human capital development plans and succession planning practices to foster sufficient management depth at the Company to support its continued growth and the talent needed to execute long-term strategies, while our Audit Committee is tasked with overseeing the Company’s risk management, including with respect to certain ESG topics.
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CORPORATE GOVERNANCE
Board
Our board is responsible for ensuring ESG risks and opportunities are integrated into Starbucks long-term strategy.
Nominating/Governance Committee
Oversees, reviews, and assesses the effectiveness of Starbucks ESG strategies, policies, practices, goals, and programs; annually reviews Starbucks corporate political contributions and expenditures to ensure alignment with Starbucks policies and values.
Compensation Committee
Audit Committee
Oversees the development, implementation, and effectiveness of Starbucks practices, policies, and strategies relating to human capital management as they relate to Starbucks workforce generally.
Oversees certain ESG risks, as part of overall risk management, and also reviews ESG disclosures in SEC filings.
Data Privacy and Cybersecurity Risk Oversight
We maintain comprehensive technologies and programs to ensure our systems are effective and prepared for data privacy and cybersecurity risks, including regular oversight of our programs for security monitoring for internal and external threats to ensure the confidentiality, availability, and integrity of our information assets. We regularly perform evaluations of our security program and continue to invest in our capabilities to keep our customers, partners, and information assets safe. Our chief information security officer is ultimately responsible for our cybersecurity program, which includes the implementation of controls aligned with industry guidelines and applicable statutes and regulations to identify threats, detect attacks, and protect these information assets. We have implemented security monitoring capabilities designed to alert us to suspicious activity and developed an incident response program that includes periodic testing and is designed to restore business operations as quickly and as orderly as possible in the event of a breach. In addition, partners participate in ongoing mandatory annual trainings and receive communications regarding the cybersecurity environment to increase awareness throughout the Company. Our Audit Committee, which oversees data privacy and cybersecurity risk matters, is comprised entirely of independent directors, one of whom has significant work experience related to information security issues and oversight. Management will report security instances to the Audit Committee as they occur, if material, and will also provide a summary multiple times per year to the Audit Committee. Additionally, our chief information security officer meets at least twice annually with the board of directors or the Audit Committee to brief them on technology and information security matters. We carry insurance that provides protection against the potential losses arising from a cybersecurity incident. In the last three years, the expenses we have incurred from information security breach incidences were immaterial. This includes penalties and settlements, of which there were none.
Shareholder Engagement
We have a year-round shareholder outreach program through which we solicit feedback on diverse business areas, ranging from our executive compensation program and corporate governance practices to disclosure practices and environmental and social impact programs and goals. We share feedback we receive with our board of directors, as well as other board committees such as the Compensation Committee and the Nominating/Governance Committee, as appropriate. Our board considers feedback received from shareholders throughout the year, and such input influences changes to our compensation program and the adoption of new governance practices. Every year, our outreach effort is conducted by a cross-functional team including: Investor Relations, Law & Corporate Affairs, Inclusion and Diversity, Public Affairs, Global Coffee, Sustainability and Social Impact, and Partner Resources Organization. Additionally, our ceo and cfo are engaged in meaningful dialogue with our shareholders through our quarterly earnings calls and investor-related outreach events. For more information about our shareholder engagement, see page 11.
ROLE OF OUR BOARD COMMITTEES
During fiscal 2022, our board of directors had three standing committees: the Audit Committee, the Compensation Committee, and the Nominating/Governance Committee. The board of directors, upon recommendation of the Nominating/Governance Committee, makes committee and committee chair assignments annually at its meeting immediately preceding the annual meeting of shareholders, and makes changes to committee assignments as deemed appropriate by the board. The committees operate pursuant to written charters, which are available on our website at www.starbucks.com/about-us/company-information/corporate-governance.
ATTENDANCE AT BOARD
AND COMMITTEE MEETINGS,
ANNUAL MEETING
During fiscal 2022, each director attended at least 75% of all meetings of the board and board committees on which they served (held during the period that such director served). In fiscal 2022, our board held six meetings. Our Governance Principles require each board member to attend our annual meeting of shareholders except for absences due to causes beyond the reasonable control of the director. All of the directors who then served on the board attended our 2022 Annual Meeting of Shareholders.
2023 PROXY STATEMENT
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CORPORATE GOVERNANCE
AUDIT AND COMPLIANCE COMMITTEE
 
Current Committee Members:
Number of meetings in fiscal 2022: 9
  
Andrew Campion (Chair)
Jørgen Vig Knudstorp
Isabel Ge Mahe
Joshua Cooper Ramo
Report:
page 74
 
The Audit Committee annually reviews and reassesses the adequacy of its charter and recommends any proposed changes to the charter to the board for approval. As more fully described in its charter, the primary responsibilities of the Audit Committee are to:
oversee our accounting and financial reporting processes, including focused review of higher-risk areas
appoint the independent registered public accounting firm and oversee the relationship
review the annual audit and quarterly review processes with management and the independent registered public accounting firm
review the Company’s quarterly and annual financial statements with
management and the independent registered public accounting firm
review management’s assessment of the effectiveness of the Company’s internal control over financial reporting and the independent registered public accounting firm’s related attestation
oversee the Company’s internal audit function
discuss any material weakness or significant deficiency and any steps taken to resolve the issue
review any significant findings and recommendations from internal audit
review and approve or ratify all transactions with related persons and potential conflicts of interests that are required to be disclosed in the proxy statement
review periodically, discuss with management, and regularly report to the board major and emerging risk exposures, risk assessment, and risk management policies
Each of Mr. Campion, Ms. Ge Mahe, Mr. Knudstorp, Mr. Ramo, and Mr. Teruel served on the Audit Committee during fiscal 2022. In October 2022, Mr. Teruel resigned from the Board and stepped down from the Committee, and Mr. Campion was appointed Chair of the Audit Committee. Currently, each of Mr. Campion, Ms. Ge Mahe, Mr. Knudstorp, and Mr. Ramo: (i) meets the independence criteria prescribed by applicable law and the rules of the SEC for audit committee membership and is an “independent director” as defined by Nasdaq rules, and (ii) meets Nasdaq’s financial knowledge and sophistication requirements. Each of Mr. Campion and Mr. Knudstorp has been determined by the board of directors to be an “audit committee financial expert” under SEC rules. The Audit Committee Report describes in more detail the Audit Committee’s responsibilities with regard to our financial statements and its interactions with our independent auditor, Deloitte & Touche LLP. Following the election of directors at the Annual Meeting, the board intends to refresh committee assignments as deemed appropriate by the board.
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CORPORATE GOVERNANCE
COMPENSATION AND MANAGEMENT DEVELOPMENT COMMITTEE
 
Current Committee Members:
Number of meetings in fiscal 2022: 8
  
Richard E. Allison, Jr. (Chair)
Andrew Campion
Clara Shih
Report:
page 63
 
The Compensation Committee annually reviews and reassesses the adequacy of its charter and recommends any proposed changes to the charter to the board for approval. As more fully described in its charter, the primary responsibilities of the Compensation Committee are to:
oversee, review, and approve as appropriate, the Company’s overall compensation policies, structure, and programs (including with respect to wages, salaries, bonuses, equity plans, employee benefit plans, and other benefits) for partners and officers
conduct an annual review of, and recommend to the independent directors of the board, the compensation package for the ceo
conduct an annual review and approve the compensation packages for executive officers and senior officers
annually review and approve performance measures and targets for all executive officers and senior officers participating in the annual incentive bonus plan and long-term incentive plans, and certify achievement of such measures and targets
approve, modify, and administer partner-based equity plans, the Executive Management Bonus Plan, and deferred compensation plans
annually establish the evaluation process for reviewing the ceo’s performance
periodically review and approve our management development and succession planning practices
review and approve the Company’s peer group companies and review market data
oversee the development, implementation, and effectiveness of the Company’s practices, policies, and strategies relating to human capital management as they relate to the Company’s workforce generally, including policies and strategies regarding recruiting, selection, talent development, progression and retention, and diversity, equity, and inclusion

provide recommendations to the board on compensation-related proposals to be considered at the Company’s annual meeting
determine stock ownership guidelines and periodically review ownership levels
annually review a report regarding potential material risks, if any, created by the Company’s compensation policies and practices and inform the board of any necessary actions
The charter allows the Compensation Committee to form and delegate any or all of its responsibilities to a subcommittee or subcommittees of the Compensation Committee, as may be necessary or appropriate, and within certain limits. At least annually, the Compensation Committee reviews and approves our executive compensation strategy and principles to confirm that they are aligned with our business strategy and objectives, shareholder interests, desired behaviors, and corporate culture.
Each of Mr. Allison, Mr. Campion, Ms. Dillon, Ms. Shih, and Mr. Teruel served on the Compensation Committee during fiscal 2022. Ms. Dillon and Mr. Teruel resigned from the Board in September and October 2022, respectively and stepped down from the Compensation Committee. Mr. Allison was appointed Chair of the Compensation Committee in September 2022. Following the election of directors at the Annual Meeting, the board intends to refresh committee assignments as deemed appropriate by the board.
Compensation Committee Interlocks and Insider Participation
As referenced above, each of Mr. Allison, Mr. Campion, Ms. Dillon, Ms. Shih, and Mr. Teruel served on the Compensation Committee during fiscal 2022. No member of the Compensation Committee was, at any time during fiscal 2022 or at any other time, an officer or employee of Starbucks, and no member of this committee had any relationship with Starbucks requiring disclosure under Item 404 of Regulation S-K under the Exchange Act. No executive officer of Starbucks has served on the board of directors or compensation committee of any other entity that has or has had one or more executive officers who served as a member of the Compensation Committee during fiscal 2022.
2023 PROXY STATEMENT
31

CORPORATE GOVERNANCE
NOMINATING AND CORPORATE GOVERNANCE COMMITTEE
 
Current Committee Members:
Number of meetings in fiscal 2022: 4
  
Jørgen Vig Knudstorp (chair)
Richard E. Allison, Jr.
Isabel Ge Mahe
Satya Nadella
Joshua Cooper Ramo
 
The Nominating/Governance Committee annually reviews and reassesses the adequacy of its charter and recommends any proposed changes to the charter to the board for approval. As more fully described in its charter, the primary responsibilities of the Nominating/Governance Committee are to:
make recommendations to the board regarding board leadership and membership and chairs of the board’s committees
make recommendations to the board about our corporate governance processes
assist in identifying and screening board candidates, administer the Policy on Director Nominations, and consider shareholder nominations to the board
annually assess the evaluation process for the effective performance of the governance responsibilities of the board and its committees and recommend any changes to that process to the board
annually review board compensation for independent directors
annually review corporate political contributions and expenditures
provide recommendations to the board on shareholder proposals to be considered at the Company’s annual meeting
annually review and assess the effectiveness of the Company’s ESG strategies, policies, practices, goals, and programs and make recommendations as appropriate
Mr. Allison, Ms. Dillon, Ms. Ge Mahe, Mr. Knudstorp, Mr. Nadella, and Mr. Ramo served on the Nominating/Governance Committee during fiscal 2022. In September 2022, Ms. Dillon resigned from the Board and stepped down from the Nominating/Governance Committee. Following the election of directors at the Annual Meeting, the board intends to refresh committee assignments as deemed appropriate by the board.
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CORPORATE GOVERNANCE
OUR DIRECTOR
NOMINATIONS PROCESS
Our Policy on Director Nominations is available at www.starbucks.com/about-us/company-information/corporate-governance. The purpose of the nominations policy is to describe the process by which candidates are identified and assessed for possible inclusion in our recommended slate of director nominees (the “candidates”). The nominations policy is administered by the Nominating/Governance Committee.
Minimum Criteria for Board Members
Each candidate must possess at least the following specific minimum qualifications:
each candidate shall be prepared to represent the best interests of all shareholders and not just one particular constituency or any entity with which the candidate may be affiliated;
each candidate shall be an individual who has demonstrated integrity and ethics in their personal and professional life and has established a record of professional accomplishment in their chosen field;
no candidate, or family member (as defined in Nasdaq rules), affiliate, or associate (as defined under federal securities laws) of a candidate, shall have any material personal, financial, or professional interest in any present or potential competitor of Starbucks;
each candidate shall be prepared to participate fully in board activities, including active membership on at least one board committee and attendance at, and active participation in, meetings of the board and the committee(s) of which they are a member, and not have other personal or professional commitments that would, in the Nominating/Governance Committee’s sole judgment, interfere with or limit their ability to do so;
each candidate shall intend to serve as a director at least until the next annual meeting of shareholders or until a successor has been qualified and preferably would intend to make a long-term commitment to serve on the board if re-nominated;
each candidate shall acknowledge and comply with the Company’s confidentiality, corporate governance, and other policies and guidelines applicable to directors;
each candidate shall be willing to make, and financially capable of making, the required investment in our stock in the amount and within the time frame specified in the director stock ownership guidelines described in this proxy statement;
each candidate shall not have made any commitments or assurance to any person as to how the candidate would vote or act on any issue or question that has not been disclosed to the Company (with the understanding that the existence of any such commitment or assurance to a third party is likely to be deemed disqualifying by the Nominating/Governance Committee) nor any such commitments or assurances that could limit or interfere with the candidate’s ability to comply with their fiduciary duties; and
each candidate will not be a party to any compensation or incentive arrangements with any person or entity other than the Company with respect to service or action as a director that has not been disclosed to the Company (with the understanding that the existence of any such arrangement is likely to be deemed disqualifying by the Nominating/Governance Committee in light of the conflicts that may result).
Desirable Qualities and Skills
In addition, the Nominating/Governance Committee also considers it desirable that candidates possess the following qualities or skills:
each candidate should contribute to the board of directors’ overall diversity - diversity being broadly construed to mean a variety of identities, perspectives, and personal and professional experiences and backgrounds. This can be represented in both visible and non-visible characteristics that include but are not limited to race, ethnicity, national origin, gender, and sexual orientation. In addition, each candidate should affirm a commitment to furthering inclusion and diversity;
each candidate should contribute positively to the existing chemistry and collaborative culture among board members; and
each candidate should possess professional and personal experiences and expertise relevant to our goal of being one of the world’s leading consumer brands. At this stage of our development, relevant experiences might include, among other qualifications or experience as the Nominating/Governance Committee deems appropriate: sitting chief executive officer of a large global company; large-company chief executive officer experience; international chief executive officer experience; senior-level international experience; senior-level consumer products, food, food service, and beverage industry experience; multi-unit small box retail or restaurant experience; technology expertise; and relevant senior-level expertise in one or more of the following areas: finance, accounting, branding, sales and marketing, organizational development, international or large-scale operations, logistics and distribution, information technology, social media, public relations, corporate social responsibility, sustainability, and public policy. Public company board experience is also valued.
The Nominating/Governance Committee is responsible for reviewing the appropriate skills and characteristics required of directors in the context of prevailing business conditions and existing competencies on the board, and for making recommendations regarding the size and composition of the board, with the objective of having a board that brings to Starbucks a variety of perspectives and skills derived from high quality business and professional experience. The Nominating/Governance Committee’s review of the skills and experience it seeks in the board as a whole, and in individual directors, in connection with its review of the board’s composition, enables it to assess the effectiveness of its goal of achieving a board with a diversity of experiences. The Nominating/Governance Committee considers these criteria when evaluating director nominees.
2023 PROXY STATEMENT
33

CORPORATE GOVERNANCE
Internal Process for Identifying Candidates
The Nominating/Governance Committee has two primary methods for identifying candidates (other than those proposed by shareholders, as discussed later).
 
1     The Nominating/Governance Committee may use its authority under its charter to retain at our expense one or more search firms to identify candidates (and to approve such firms’ fees and other retention terms), to assist in the identification of possible candidates to serve on our board who meet the minimum and desired qualifications being sought in candidates, interview and screen such candidates (including conducting reference checks), and assist in scheduling candidate interviews with board members. To reflect the Company’s commitment to diversity, in connection with the use of any search firm to identify potential candidates, the Nominating/Governance Committee will require the search firm to include in its initial list of candidates qualified candidates who reflect diverse backgrounds, including, but not limited to, diversity of race, ethnicity, national origin, gender, and sexual orientation.
 
 
 
2On a periodic basis, the Nominating/Governance Committee solicits ideas for possible candidates from a number of sources: members of the board; senior-level Starbucks executives; advisors to the Company (including the board); individuals personally known to the members of the board; and research, including database and Internet searches.
 
Board Diversity Matrix as of January 27, 2023
The table below summarizes certain self-identified demographic attributes of our current directors, to the extent disclosed to us by such directors.
African American or BlackAlaskan Native or American IndianAsianHispanic or LatinxNative Hawaiian or Pacific IslanderWhiteTwo or More Races or EthnicitiesLGBTQ+
Male
FemaleNon-Binary
Richard E. Allison, Jr.



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Andrew Campion



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Isabel Ge Mahe
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Mellody Hobson
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Jørgen Vig Knudstorp




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Satya Nadella
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Joshua Cooper Ramo

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Howard Schultz



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Clara Shih
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Shareholder Nominations
The nominations policy divides the process for candidates proposed by shareholders into the general nomination right of all shareholders and proposals by “qualified shareholders” (as described below).
General Nomination Right of All Shareholders
Any registered shareholder may nominate one or more persons for election as a director at an annual meeting of shareholders if the shareholder complies with the advance notice, information, and consent provisions contained in our bylaws. See our Proposals of Shareholders section on page 89 for more information.
The procedures described in “Director Recommendations by Qualified Shareholders” below are meant to establish an additional means by which certain shareholders can contribute to our process for identifying and evaluating candidates and is not meant to replace or limit shareholders’ general nomination rights in any way.
Director Recommendations by Qualified Shareholders
In addition to those candidates identified through its own internal processes, in accordance with the nominations policy, the Nominating/Governance Committee will evaluate a candidate proposed by any single shareholder or group of shareholders that has beneficially owned more than 5% of our common stock for at least one year (and
will hold the required number of shares through the annual meeting of shareholders) and that satisfies the notice, information, and consent provisions in the nominations policy (a “qualified shareholder”). Any candidate proposed by a qualified shareholder must be independent of the qualified shareholder in all respects as determined by the Nominating/Governance Committee and by applicable law. Any candidate submitted by a qualified shareholder must also meet the definition of an “independent director” under Nasdaq rules.
In order to be considered by the Nominating/Governance Committee for an upcoming annual meeting of shareholders, notice from a qualified shareholder regarding a potential candidate must be received by the Nominating/Governance Committee not less than 120 calendar days before the anniversary of the date of our proxy statement released to shareholders in connection with the previous year’s annual meeting.
Proxy Access
In addition, our bylaws permit a shareholder, or a group of up to 20 shareholders, owning at least 3% of the Company’s outstanding shares of common stock continuously for at least three years, to nominate and include in our annual meeting proxy materials director nominees constituting up to the greater of two nominees or 20% of the board, subject to the requirements specified in our bylaws.
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CORPORATE GOVERNANCE
Evaluation of Candidates
The Nominating/Governance Committee will consider and evaluate all candidates identified through the processes described above, including incumbents and candidates proposed by qualified shareholders, based on the same criteria.
Future Revisions to the Policy on Director Nominations
The Policy on Director Nominations is intended to provide a set of flexible guidelines for the effective functioning of our director nominations process. The Nominating/Governance Committee reviews the nominations policy at least annually and makes modifications as our needs and circumstances evolve, and as applicable legal or listing standards change. The Nominating/Governance Committee may amend the nominations policy at any time, in which case the most current version will be available on our website.
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS
Review and Approval of Related
Person Transactions
Under the Audit Committee’s charter, and consistent with Nasdaq rules, any material potential or actual conflict of interest or transaction between Starbucks and any “related person” of Starbucks must be reviewed and approved or ratified by the Audit Committee. SEC rules define a “related person” of Starbucks as any Starbucks director (or nominee), executive officer, 5%-or-greater shareholder, or an immediate family member of any of these persons.
Our board of directors has adopted a written Policy for the Review and Approval of Related Person Transactions Required to Be Disclosed in Proxy Statements, which states that it is generally the policy of Starbucks not to participate in “related person” transactions. In select circumstances, if the transaction provides Starbucks with a demonstrable and significant strategic benefit that is in the best interests of Starbucks and its shareholders and has terms that are competitive with terms available from unaffiliated third parties, then the Audit Committee may approve the transaction. The policy also provides that any “related person” as defined above must notify the chair of the Audit Committee before becoming a party to, or engaging in, a potential related person transaction that may require disclosure in our proxy statement under SEC rules, or if prior approval is not practicable, as soon as possible after engaging in the transaction. Based on current SEC rules, transactions covered by the policy include:
any individual or series of related transactions, arrangements, or relationships (including, but not limited to, indebtedness or guarantees of indebtedness), whether actual or proposed;
in which Starbucks was or is to be a participant;
the amount of which exceeds $120,000; and
in which the related person has or will have a direct or indirect material interest. Whether the related person has a direct or indirect material interest depends on the significance to investors of knowing the information in light of all the circumstances of a particular case. The importance to the person having the interest, the relationship of the parties to the transaction with each other, and the amount involved in the transaction are among the factors to be considered in determining the significance of the information to investors.



The chair of the Audit Committee has the discretion to determine whether a transaction is or may be covered by the policy. If the chair determines that the transaction is covered by the policy, then the transaction is subject to full Audit Committee review and approval. The Audit Committee’s decision is final and binding. Additionally, the chair of the Audit Committee has discretion to approve, disapprove, or seek full Audit Committee review of any immaterial transaction involving a related person (i.e. a transaction not otherwise required to be disclosed in the proxy statement).
In considering potential related person transactions, the Audit Committee looks to SEC and Nasdaq rules, including the impact of a transaction on the independence of any director. Once the Audit Committee has determined that (i) the potential related person transaction will provide Starbucks with a demonstrable and significant strategic benefit that is in the best interests of Starbucks and its shareholders and (ii) that the terms of the potential related person transaction are competitive with terms available from unaffiliated third parties, the Audit Committee may consider other factors such as:
whether the transaction is likely to have any significant negative effect on Starbucks, the related person, or any Starbucks partner;
whether the transaction can be effectively managed by Starbucks despite the related person’s interest in it;
whether the transaction would be in the ordinary course of our business; and
the availability of alternative products or services at comparable prices.
Related Person Transactions Since the Beginning of Fiscal 2022
In fiscal 2022, the following are the only transactions or series of similar transactions to which we were or will be a party in which the amount involved exceeds $120,000 and in which any director, nominee for director, executive officer, beneficial holder of more than 5% of our capital stock, or any member of their immediate family or any entity affiliated with any of the foregoing persons had or will have a direct or indirect material interest, other than equity and other compensation, termination, change of control. and other arrangements, which are described under “Executive Compensation.”
Starbucks and entities owned by Mr. Schultz previously entered into a management services agreement and a hangar space lease for Mr. Schultz’s aircraft. Pursuant to the management services agreement, an entity owned by Mr. Schultz operates his aircraft using services provided by Starbucks and pays Starbucks fees for such services, the amounts of which were set at market rates. Under the terms of the hangar space lease, an entity owned by Mr. Schultz pays Starbucks rent based on its pro-rata portion of the maintenance, utilities and other expenses paid by Starbucks for the hangar. In fiscal 2022, Mr. Schultz’s entities paid Starbucks approximately $579,000 in fees and approximately $745,000 in rent.
2023 PROXY STATEMENT
35

CORPORATE GOVERNANCE
CORPORATE GOVERNANCE MATERIALS AVAILABLE ON THE STARBUCKS WEBSITE
Our Governance Principles are intended to provide a set of flexible guidelines for the effective functioning of the board of directors and are reviewed regularly and revised as necessary or appropriate in response to changing regulatory requirements, evolving best practices, and other considerations. They are posted on the Corporate Governance section of our website at www.starbucks.com/about-us/company-information/corporate-governance.
In addition to our Governance Principles, other information relating to corporate governance at Starbucks is available on the Corporate Governance section of our website, including:
Restated Articles of Incorporation
Amended and Restated Bylaws
Audit and Compliance Committee Charter
Compensation and Management Development Committee Charter
Nominating and Corporate Governance Committee Charter
Policy on Director Nominations
Standards of Business Conduct (applicable to directors, officers, and partners)
Code of Ethics for CEO, COO, CFO, and Finance Leaders
Procedure for Communicating Complaints and Concerns
Audit and Compliance Committee Policy for Pre-Approval of Independent Auditor Services
You may obtain print copies of these materials, free of charge, by sending a written request to: Starbucks Corporation, 2401 Utah Avenue South, Mail Stop S-LA1, Seattle, Washington 98134, Attention: corporate secretary. Please specify which documents you would like to receive.

CONTACTING THE BOARD OF DIRECTORS
The Procedure for Communicating Complaints and Concerns describes the manner in which interested persons can send communications to our board of directors, the committees of the board, and to individual directors, and describes our process for determining which communications will be relayed to board members. Interested persons may telephone their feedback by calling the Starbucks Audit line at 1-800-300-3205 or sending written communications to the board, committees of the board, and individual directors by mailing those communications to our third-party service provider for receiving these communications at:
Starbucks Corporation
P.O. Box 34507
Seattle, Washington 98124
Shareholders may address their communications to an individual director, to the board of directors, or to one of our board committees.
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Compensation of Directors
FISCAL 2022 COMPENSATION PROGRAM FOR NON-EMPLOYEE DIRECTORS
Under its charter, the Nominating/Governance Committee annually reviews and recommends the type and amount of board compensation for non-employee directors. Compensation decisions for non-employee directors are made by the Nominating/Governance Committee for each “Plan Year,” as defined in the Deferred Compensation Plan for Non-Employee Directors, which begins after the annual meeting of shareholders and concludes immediately before the following annual meeting of shareholders.
Non-Employee Director Compensation Highlights
Additional fees for board chair and committee chairs to differentiate individual pay based on workload.
Emphasis on equity in the overall compensation mix.
Equity grants under a fixed-value annual grant policy with immediate vesting.
No performance-based equity awards.
A robust stock ownership guideline set at five times the portion of the annual retainer that can be paid in cash to support shareholder alignment.
Deferred stock unit program to facilitate stock ownership.
2022 Plan Year Compensation (March 2022 – March 2023)
Our non-employee director compensation for the 2022 Plan year was $310,000, representing a $15,000 increase from the prior year, and was paid at the election of the director as follows: (i) $130,000 either entirely in cash (in one lump sum) or entirely in fully-vested restricted stock units (“RSUs”), and (ii) $180,000 entirely in fully-vested RSUs. For the 2022 Plan year, stock options were eliminated as an equity alternative. Additional compensation for the non-executive chair of the board and chairs of the board’s committees remained unchanged at $185,000 (board chair), $25,000 (Audit Committee chair) and $20,000 (Nominating/Governance and Compensation Committee chairs) respectively, payable entirely in cash or entirely in fully-vested RSUs, at the election of the director. For the 2023 Plan year, the additional compensation to be paid to the Audit Committee chair will increase to $30,000 given the duties and responsibilities associated with this role and to remain competitive with peer compensation. A single board member who occupies both the non-executive chair of the board role and a chair of a committee role shall receive only the additional compensation specified for their role as non-executive board chair.
When considering and ultimately recommending changes to the compensation program for our non-employee directors, the Nominating/Governance Committee considers peer data, analysis, and recommendations provided by an independent compensation consulting firm.
Terms of Non-Employee Director Equity
Stock options, granted under prior plan years, have an exercise price equal to the closing market price of our common stock on the grant date and have a 10-year term from the date of grant. Directors generally have 36 months to exercise their stock options after ceasing to be a board member. RSUs granted to non-employee directors in Plan Year 2022 vested immediately.
With respect to RSUs, elective deferral will continue to be available for “in-service” or “separation” as described on the next page. Non-employee directors are expected to satisfy stock ownership guidelines of five times the maximum portion of annual compensation that can be paid in cash, not including cash payable as additional retainer for serving as chair of the board or for serving as a committee chair, as discussed below under the caption “Director Stock Ownership Guidelines.”
2023 PROXY STATEMENT
37

COMPENSATION OF DIRECTORS
FISCAL 2022 NON-EMPLOYEE DIRECTOR COMPENSATION TABLE
The following table shows fiscal 2022 compensation for non-employee directors.
Name(1)
Fees Earned or
Paid in Cash
($)
Stock
Awards ($)
(2)
Option
Awards
($)
(3)
Total
($)
Richard E. Allison, Jr.$309,956$309,946
Andrew Campion$309,956$309,956
Mary N. Dillon(4)
$329,973$329,973
Isabel Ge Mahe$309,956$309,956
Mellody Hobson
$494,915$494,915
Jørgen Vig Knudstorp$329,573$329,573
Satya Nadella$309,956$309,956
Joshua Cooper Ramo$309,956$309,956
Clara Shih$309,956$309,956
Javier G. Teruel(5)
$334,955$334,955
(1)Mr. Schultz does not participate in the compensation program for non-employee directors. Information on compensation paid to Mr. Schultz in this role as interim ceo in fiscal 2022 is described in the CD&A section and the executive compensation tables of this proxy statement.
(2)The amounts shown in this column represent the grant date fair values of the RSU awards granted to each of the non-employee directors on March 16, 2022. The grant date fair values have been determined based on the assumptions and methodologies set forth in the Company’s fiscal 2022 Annual Report (Note 1: Summary of Significant Accounting Policies & Estimates).
(3)As of October 2, 2022, the aggregate number of shares of Starbucks common stock underlying outstanding option awards for each non-employee director were: Mr. Allison, 0; Mr. Campion, 0; Ms. Ge Mahe, 0; Ms. Hobson, 0; Mr. Knudstorp, 49,289; Mr. Nadella, 6,876; Mr. Ramo, 0; Ms. Shih, 5,166; and Mr. Teruel, 87,635. As of the date of her departure from the Board, Ms. Dillon held 32,108 shares of Starbucks common stock underlying outstanding option awards.
(4)Ms. Dillon resigned from the board on September 1, 2022.
(5)Mr. Teruel resigned from the board on October 5, 2022.
Deferred Compensation Plan
Under the Deferred Compensation Plan for Non-Employee Directors, a non-employee director may irrevocably elect to defer receipt of shares of common stock the director would have received upon vesting of RSUs until (1) the earlier of three years from the vesting of the RSU and separation from the board or (2) separation from the board. The purpose of the plan is to enhance the Company’s ability to attract and retain non-employee directors by providing individual financial and tax planning flexibility.
Non-Employee Director Stock Ownership Guidelines
The minimum Company stock ownership guideline for non-employee directors is five times the maximum portion of annual compensation that can be paid in cash, not including cash payable as additional
retainer for serving as chair of the board or for serving as a committee chair. The guidelines serve to align the interests of our non-employee directors to those of our shareholders. Under this formula, the current ownership requirement is $650,000 (5 x $130,000) of Company stock. Directors have a period of five years to comply with this requirement.
Deferred stock units resulting from deferrals under the deferred compensation plan for non-employee directors described above are counted toward meeting the guidelines. Each director is expected to continue to meet the ownership requirement for as long as they serve as a non-employee director of the board. All current non-employee directors are in compliance with these guidelines as of the date of this proxy statement.
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PROPOSAL 2
ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION
We are asking shareholders to approve, on a nonbinding, advisory basis, the compensation paid to our named executive officers as reported in this proxy statement (commonly referred to as a “say-on-pay”).
We encourage shareholders to read the Compensation Discussion and Analysis section of this proxy statement, which describes how our executive compensation policies and procedures operate and are designed to achieve our compensation objectives, as well as the Summary Compensation Table and other related compensation tables and narrative, which provide detailed information on the compensation of our named executive officers. The Compensation Committee and the board of directors believe that the policies and procedures articulated in the Compensation Discussion and Analysis are effective in achieving our goals and that the compensation of our named executive officers reported in this proxy statement has contributed to the Company’s long-term success.
The board has adopted a policy providing for an annual say-on-pay advisory vote. In accordance with this policy and Section 14A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and as a matter of good corporate governance, we are asking shareholders to approve, on a nonbinding, advisory basis, the following resolution at the Annual Meeting:
RESOLVED, that the shareholders of Starbucks Corporation approve, on a nonbinding, advisory basis, the compensation of the Company’s named executive officers disclosed in the Compensation Discussion and Analysis, the Summary Compensation Table, and the related compensation tables, notes, and narrative in the proxy statement for the Company’s 2023 Annual Meeting of Shareholders.
This advisory say-on-pay resolution is non-binding on the board of directors. Although non-binding, the board and the Compensation Committee will review and consider the voting results when making future decisions regarding our executive compensation program. Unless the board modifies its policy on the frequency of future say-on-pay advisory votes, the next say-on-pay advisory vote will be held at the 2024 Annual Meeting of Shareholders.
 
Board Recommendation
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The board of directors recommends a vote FOR approval, on a nonbinding, advisory basis, of the compensation paid to our named executive officers.
2023 PROXY STATEMENT
39


Executive Compensation
Compensation Discussion and Analysis
This Compensation Discussion and Analysis (“CD&A”) provides information on our executive compensation program including Starbucks global compensation philosophy, which focuses on rewarding partners for their central role in our growth. While the principles underlying this philosophy extend to all levels of the organization, this CD&A primarily covers the compensation of our named executive officers (“NEOs”). For fiscal 2022, our NEOs are the current executive officers and former executive officers named below. We use “Compensation Committee” or “Committee” in the CD&A to refer to the Compensation and Management Development Committee of the Starbucks board of directors. We refer to all our employees as “partners,” including throughout this proxy statement, to reflect the significant role they play in our success.
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Howard SchultzLaxman Narasimhan Rachel RuggeriMichael Conway
interim chief executive officerchief executive officer-electexecutive vice president
and chief financial officer
group president,
International and Channel
Development
John Culver*Kevin Johnson**Rachel A. Gonzalez***
former group president and chief operating officer former president and chief executive officer former executive vice president,
general counsel
*    Effective October 1, 2022, we eliminated the chief operating officer role, and following the elimination of that role, Mr. Culver remained employed with the Company in a senior advisor role through January 1, 2023. Due to there no longer being an equivalent role for Mr. Culver, his employment was involuntarily terminated on January 2, 2023.
**     Mr. Johnson retired as president and chief executive officer, effective April 4, 2022, and remained employed with the Company in a senior advisor role through October 2, 2022.
***    Ms. Gonzalez's employment as executive vice president, general counsel was involuntarily terminated effective April 4, 2022, in connection with changes in executive leadership, and Ms. Gonzalez remained employed with the Company in a senior advisor role through May 20, 2022.
EXECUTIVE SUMMARY
Business Highlights
In fiscal 2022, our executive leadership team experienced significant changes, commencing with the retirement of Kevin R. Johnson as president and chief executive officer, and the appointment of Starbucks founder, Howard Schultz, as interim chief executive officer in April 2022. Our board of directors selected Mr. Schultz based on his role in building Starbucks into one of the world’s most recognized and respected businesses, a company focused on delivering best-in-class financial performance, through exceeding the expectations of our people and our customers. Under his leadership, Starbucks grew from 11 stores with 100 partners to more than 28,000 stores in 77 countries, and he pioneered programs like comprehensive healthcare, stock ownership, and free college tuition for full and part-time partners.
Additional leadership and organizational changes followed in fiscal 2022, which concluded with the appointment of Laxman Narasimhan, as chief executive officer-elect in October 2022. Mr. Narasimhan is expected to be appointed as our permanent chief executive officer in April 2023. Mr. Narasimhan brings nearly 30 years of experience leading and advising global consumer-facing brands. Known for his considerable operational expertise, he has a proven track record in developing purpose-led brands, and building on companies’ histories, he has succeeded in rallying talent to deliver on future ambitions by driving consumer-centric and digital innovations.
Guided by Mr. Schultz and our partners, in fiscal 2022, we began to implement our Reinvention Plan, an inspired roadmap to build the future of Starbucks, while staying true to our mission of uplifting communities through a shared love for coffee and further extending our coffee leadership and innovation. Starbucks partners are at the core of the Reinvention Plan, and we are committed to investing in our partner base through recruiting, training, and onboarding initiatives. As part of the Reinvention Plan, we also are continuing to unlock the intersection of convenience and connection by introducing enhancements to the customer experience across the retail and digital realms. Finally, we are seeking to continue to accelerate our leadership position in international markets through the strength of our licensing model, the digital Starbucks Experience, and purpose-driven growth in China.
In fiscal 2022, we continued to manage the business through global economic uncertainties, inflationary pressures, a resurgence of COVID-19 in China, and lower government subsidies. In fiscal 2022, we grew global revenues 13%* year-over-year to a record $32.3 billion, driven by 8% comparable stores sales growth globally and 12% comparable stores sales growth in North America as we saw meaningful growth in our global customer base. In the U.S., we grew our unique customers 9% year-over-year, and we saw a 16%* increase in U.S. Starbucks Rewards membership year-over-year to nearly 29 million members. However, international comparable store sales decreased 9%, primarily attributable to COVID-19 related restrictions in China, and our operating income and operating margin for the International segment decreased, driven primarily by lower sales related to COVID-19 restrictions in China, investments in our partners, and lower government subsidies.
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EXECUTIVE COMPENSATION
Despite such challenges, we remain confident in our long-term strategy as we continue to execute on our Reinvention Plan, which we believe will touch, and elevate our Starbucks partner, customer and store experiences, and position Starbucks to deliver sustainable, long-term, profitable growth, and value creation.
*Growth rate is based on a 52-week basis. Please refer to Appendix A for Reconciliation of Extra Week.
Total Consolidated Revenues
(+13% year-over-year)
$32.3 Billion
U.S. 90-day active Starbucks® Rewards members grew 16% year-over-year to
28.7 Million
Operating Margin
(-250 basis points year-over-year)
14.3%
Total Consolidated EPS
(-20.1% year-over-year)
$2.83
Expanded global retail store base 6% to
35,711 Stores
Non-GAAP Operating Margin
(-290 basis points year-over-year,)
15.1%*
Total Consolidated non-GAAP EPS
(-7.5% year-over-year, or -5% on a 52 week basis)
$2.96*
*    Appendix A includes a reconciliation of non-GAAP operating margin and non-GAAP EPS to the most directly comparable measure reported under GAAP. Year over year growth is based on a 52-week basis. For the annual revenue growth, please refer to Appendix A, Reconciliation of Extra Week.
Fiscal 2022 Executive Compensation Payouts
Our fiscal 2022 executive program payouts are aligned with our business performance. Each of our NEOs who was eligible to earn an annual cash incentive award under the annual Executive Management Bonus Plan (“Annual Incentive Bonus Plan”) would have earned an award based on our financial and operational results, progress against our ESG initiatives, and their individual performance. However, given our overall financial and operational performance in fiscal 2022 and given that transformation efforts under our Reinvention Plan remain ongoing, our Compensation Committee elected not to pay any such awards for fiscal 2022. Our fiscal 2020 PRSUs (awarded in November 2019) paid out at only 61.25% due to our inability to achieve the rigorous earnings targets and our total shareholder return performance compared to the S&P 500 during the last three fiscal years. Further, Mr. Johnson’s long-term cash performance-based award that was originally granted in December 2019 did not pay out given the challenging relative total shareholder return targets that were set for such award were not achieved.
Listening to Our Shareholders and Changes to Fiscal 2023 Compensation
Every year, Starbucks provides shareholders with the opportunity to approve its executive compensation program on an advisory basis. At our 2022 Annual Meeting of Shareholders, approximately 92.4% of our shareholders who cast votes supported our advisory vote on executive compensation. In addition, every year, we engage with shareholders representing a significant portion of our outstanding shares on a variety of topics, including our executive compensation program. During 2022, as part of our regular shareholder outreach, we engaged with our top shareholders, representing nearly 30% of our total shares outstanding. The shareholders with whom we engaged generally expressed support for our executive compensation program, and were also supportive of the meaningful enhancements that we made to our program in fiscal 2022, which included, among other things, clarifying that the non-financial individual performance factor portion of our Annual Incentive Bonus Plan would be weighted at 30% in the aggregate, and providing for more formulaic payout metrics for ESG goals.
In evaluating our compensation practices for fiscal 2023, the Compensation Committee was mindful of the feedback provided by shareholders and continued to refine our Annual Incentive Bonus Plan to more closely align compensation with company financial performance and further demonstrate our commitment to value creation for shareholders, including an increased focus on sales and earnings given the effects of COVID-19, supply chain and materials costs, potential difficulties in China, and the Company’s transformation in connection with our Reinvention Plan. Beginning with the fiscal 2023 Annual Incentive Bonus Plan, 70% of each participant’s target incentive opportunity will be earned based on adjusted net revenue and adjusted operating income financial metrics, increased from 50%, and the remaining 30% will be earned based on ESG metrics (15% increased from 10% in fiscal 2022) and individual performance (15% decreased from 30% in fiscal 2022). Profit specific goals, which included operating margin, comparable store sales, and net new stores, were eliminated from the Annual Incentive Bonus Plan as the Compensation Committee determined that performance against these metrics was largely reflected in the adjusted net revenue and adjusted operating income metrics and wanted to focus and simplify the plan, as described in more detail below in the section entitled “2023 Executive Compensation.”
2023 PROXY STATEMENT
41

EXECUTIVE COMPENSATION
Fiscal 2022 Target Total Direct Compensation
The vast majority of our NEOs’ target total direct compensation is in the form of compensation that is variable or “at-risk” based on our financial, operating, and ESG performance and the value of our stock price. The at-risk elements of our fiscal 2022 program include (i) our Annual Incentive Bonus Plan, an annual cash incentive award program, and (ii) our Leadership Stock Plan, through which PRSUs and RSUs were granted as long-term incentive awards.
FORMER CEO Compensation Mix*
barchart_compensationmixx1.jpg
Other NEOs** Compensation Mix
barchart_cmixx2a.jpg
*    The chart above does not include Mr. Schultz, who, in connection with his appointment as interim chief executive officer, received a base salary of only $1, was not eligible to earn an annual cash incentive award under the Annual Incentive Bonus Plan, and did not receive any equity award grants.
**    This chart also does not include Mr. Narasimhan, who did not commence employment with the Company until October 1, 2022, the day immediately preceding the end of fiscal 2022.
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EXECUTIVE COMPENSATION
Rigorous Goal Setting
Our management and the Committee worked collaboratively to set targets reflective of our ambitious performance goals and to drive long-term value creation for our shareholders.
2022 Annual Incentive Bonus Plan Leadership Stock Plan
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piechart_lsplana.jpg
*      The three radial slices shown here are not meant to be representative of their categorical value.
Annual Incentive Bonus Plan
We set our fiscal 2022 performance target above our fiscal 2021 performance consistent with our challenging strategic growth plans and our rigorous goal setting philosophy. For fiscal 2022, the types of goals and the weightings of such goals were unchanged from fiscal 2021. However, the Compensation Committee elected to refine the Annual Incentive Bonus Plan for fiscal 2022 by clarifying that the Individual Performance Factor (“IPF”) portion of our Annual Incentive Bonus Plan for fiscal 2022 would be weighted at 30% in the aggregate. The IPF portion was limited to Mission and Values and strategic and operational goals specific to each individual participant (20% overall weighting), and inclusion and diversity goals whose achievement will vary by participant (10% overall weighting), while our planet- and profit-positive goals for fiscal 2022 were separate and distinct factors, with each having a 10% weighting and more formulaic payout metrics. Our planet-positive and profit-positive goals were applied consistently across the executive officer team.
The Annual Incentive Bonus Plan and the results of our fiscal 2022 performance are described in detail starting on page 47. While each of our NEOs who was eligible to earn an annual cash incentive award would have earned an award based on certain financial results and their individual performance, our Compensation Committee made a determination not to pay any such awards for fiscal 2022, given our overall earnings performance in fiscal 2022 and given that transformation efforts under our Reinvention Plan remain ongoing.
Leadership Stock Plan
Given the positive feedback received from shareholders in respect of our fiscal 2021 executive compensation program, the Compensation Committee did not make any changes to the Leadership Stock Plan for fiscal 2022. For fiscal 2022, long-term incentives were awarded in the form of: (1) PRSUs, where the number of shares earned is based on three-year EPS performance against pre-established annual targets, subject to a downward or upward adjustment of 25% based on relative TSR performance and an additional downward or upward adjustment of up to 10% based on achievement of inclusion and diversity goals and (2) time-based RSUs. The Leadership Stock Plan and the results of our fiscal 2022 performance are described in detail starting on page 52.
2023 PROXY STATEMENT
43

EXECUTIVE COMPENSATION
Compensation Policy Highlights
image_01.jpg
      
image_110.jpg
 
 
WHAT WE DO
image_7.jpg Pay-for-Performance Philosophy with Large Majority of Pay at Risk
image_7.jpg Combination of Absolute and Relative Performance Metrics in Incentive Programs
image_7.jpg Incorporate ESG Goals into our Long-term and Short-term Incentive Plans (including Inclusion and Diversity Goals)
image_7.jpg Stock Ownership Policy, including Rigorous Share Ownership Requirements
image_7.jpg Double-Trigger Change in Control Benefits
image_7.jpg Independent Executive Compensation Consultant
image_7.jpg Annual Assessment of Risk and Risk Mitigation Practices
image_7.jpg Regular Review of Share Utilization, Dilution, and Cost
image_102a.jpg Robust Engagement with Shareholders on Governance and Compensation
image_112.jpg Long-term Incentive Awards Denominated and Settled in Equity and Not in Cash
image_102a.jpg Clawback Policy Covering Cash and Equity
WHAT WE DON’T DO
image_15.jpg Excise Tax Gross-Ups Upon a Change in Control
image_15.jpg Excessive Executive Perquisites
image_15.jpg Tax Gross-Ups on Perquisites or Benefits
image_15.jpg Repricing or Cash-out of Underwater Stock Options Without Shareholder Approval
image_15.jpg Stock Option Grants Below 100% of Fair Market Value
image_15.jpg Fixed Term or Evergreen Employment Agreements; No Severance Agreements
image_15.jpg Hedging, Short Sales, or Derivative Transactions in Company Stock
image_15.jpg Same Change in Control Equity Award Benefits as all Employees
image_15.jpg Executive Pension Plans or Supplemental Executive Retirement Plans
INTERIM CEO COMPENSATION
In connection with his appointment as interim chief executive officer, Mr. Schultz received a base salary of only $1, was not eligible to earn an annual cash incentive award under the Annual Incentive Bonus Plan and did not receive any equity award grants. Mr. Schultz was entitled to receive benefits on the same basis as similarly situated partners, including with respect to personal security as described in more detail below.
CEO-ELECT NEW HIRE PACKAGE
In connection with Mr. Narasimhan’s appointment as ceo-elect, we entered into an offer letter with Mr. Narasimhan, which provides for, among things, his compensation and employment terms. The Compensation Committee spent significant time reviewing Mr. Narasimhan’s compensation terms with its independent compensation consultant, and in approving the final terms, considered the importance of his role and responsibilities and aligning his compensation with the median compensation of our peer group. The rationale for each of the elements of Mr. Narasimhan’s compensation and how each element aligns with our compensation philosophy is summarized in the table below.
Compensation ElementDescriptionRationale
Base Salary$1,300,000Provides executives with a predictable level of income; reflects role and responsibilities as well as market competitiveness.
Annual Incentive Bonus200% of base salaryReflects role and responsibilities as well as market competitiveness and internal equity considerations. Ties additional upside earning opportunity to Company and individual performance results.
Annual Equity IncentivesAnnual equity awards with a target value of $13,600,000Reflects role and responsibilities as well as market competitiveness and internal equity considerations
Replacement Equity Grants
Replacement equity grant with a target value of $9,250,000:
60% in PRSUs, which vest based on performance, and 40% in RSUs, which vest annually over three years
Awards are forfeited if Mr. Narasimhan’s employment terminates within twelve months of his start date, except in certain limited circumstances as described below under Employment Agreements and Termination Arrangements
The replacement equity grants were made in respect of certain outstanding equity awards that Mr. Narasimhan forfeited when he left his previous employer to join Starbucks, consistent with market practice
To provide alignment with the other members of the Company’s leadership team, 50% of the PRSUs provide for participation in the Company’s            in-progress FY2021-2023 PRSU cycle, 25% of the PRSUs provide for participation in the Company’s in-progress FY2022-2024 PRSU cycle, and 25% of the PRSUs provide for participation in the Company’s FY2023-2025 PRSU cycle, in the latter case for awards granted in November.
Perquisites and Other Executive BenefitsReimbursement for relocation expenses (including tax reimbursements) and up to $50,000 in legal fees
Supports our objective of attracting and retaining top executive talent; consistent with market practice and the Company’s relocation policy.
Mr. Narasimhan’s relocation benefits are provided for pursuant to the Company’s international relocation policy, which applies to all partners at the vice president level and above.
Signing Bonus
$1,600,000
Awards are forfeited if Mr. Narasimhan’s employment terminates within twelve months of his start date, except in certain limited circumstances as described below under Employment Agreements and Termination Arrangements
In consideration of Mr. Narasimhan’s cash incentive opportunity that was forfeited from his previous employer; consistent with market practice
Severance BenefitsCash severance and equity vesting benefits in the event of termination without misconduct or resignation for good reason, conditioned on a release of claims against the Company; will be entitled to participate in the Starbucks Severance and CIC Plan upon becoming permanent ceo, which is expected to occur on or before April 1, 2023Supports our objective of attracting and retaining top executive talent; consistent with market practice. Please see Executive Compensation Agreements and Arrangements below for more information
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EXECUTIVE COMPENSATION
2022 EXECUTIVE COMPENSATION PROGRAM
Fiscal 2022 Executive Compensation Overview
The following table provides information regarding the elements of our fiscal 2022 executive compensation program.
ElementFormObjectives and Basis
Base SalaryCash
image_6.jpg    Attract and retain highly qualified executives to drive our success
Annual Incentive BonusCash
image_6.jpg    Drive short-term Company performance and promote our financial goals and our people-, planet-, and profit-positive initiatives
image_6.jpg    Actual payout based on financial performance against pre-established net revenue and operating income targets and company planet- and profit-positive goals and an individual performance factor.
Long-term IncentivePRSUs and time-based RSUs
image_6.jpg    Drive long-term Company performance, align interests of executives with those of shareholders, promote our people-positive initiatives, retain executives through long-term vesting, and provide potential wealth accumulation
image_6.jpg    Delivered 60% in PRSUs and 40% in time-based RSUs
image_6.jpg    PRSUs are earned based on three-year EPS performance against pre-established annual targets, subject to downward or upward adjustment of 25% based on our relative TSR performance and downward or upward adjustment of up to 10% based on achievement of three-year inclusion and diversity goals; shares are only able to vest after the full three-year performance period
image_6.jpg    RSUs vest over a four-year period, subject to continued service with the Company, and become more valuable as our stock price increases, which benefits all of our shareholders
Perquisites and Other
Executive Benefits
Limited enhanced benefits (See “Other Compensation Policies - Perquisites and Other Executive Benefits”)
image_6.jpg   Provide for the safety and wellness of our executives and support our objective of attracting and retaining top executive talent
Deferred Compensation401(k) plan and non-qualified Management Deferred Compensation Plan
image_6.jpg    Provide methods for general savings, including for retirement and benefits generally consistent with our peer group
General BenefitsHealth and welfare plans, stock purchase plan, and other broad-based partner benefits
image_6.jpg    Offer competitive benefits package that generally includes benefits offered to all partners
2023 PROXY STATEMENT
45

EXECUTIVE COMPENSATION
Financial Results Under Performance Goals
In determining the design of our fiscal 2022 Annual Incentive Bonus Plan and the PRSUs granted under the Leadership Stock Plan, we considered prior year incentive plan targets and results as well as our financial and operating performance in fiscal 2021, with the targets for fiscal 2022 financial goals set at a level significantly above the prior year’s results.
CONSOLIDATED ADJUSTED NET REVENUE(1)
(IN MILLIONS)
CONSOLIDATED ADJUSTED OPERATING INCOME(2)
(IN MILLIONS)
pg46_barchart-netreva.jpg 
pg46_barchart-operatinginca.jpg 
ADJUSTED EARNINGS PER SHARE(3)
TOTAL SHAREHOLDER RETURN
pg46_barchart-adjustedearna.jpg 
pg46_barchart-tsra.jpg
(1)Adjusted net revenue is a non-GAAP measure. The fiscal 2022 consolidated adjusted net revenue result excludes foreign currency fluctuations. The fiscal 2021 consolidated adjusted net revenue result excludes foreign currency fluctuations and the impact of the 53rd week. The fiscal 2020 consolidated adjusted net revenue result excludes foreign currency fluctuations; Channel Development transition impacts; accounting changes and other items.
(2)Adjusted operating income is a non-GAAP measure. The fiscal 2022 consolidated adjusted operating income result excludes foreign currency fluctuations. The fiscal 2021 consolidated adjusted operating income result excludes foreign currency fluctuations and the impact of the 53rd week. The fiscal 2020 consolidated adjusted operating income result excludes foreign currency fluctuations; Channel Development transition impacts; accounting changes and other items.
(3)Adjusted earnings per share is a non-GAAP measure. The fiscal 2022 adjusted earnings per share result excludes foreign currency fluctuations. The fiscal 2021 adjusted earnings per share result excludes foreign currency fluctuations, effects of tax law changes, and the 53rd week. The fiscal 2020 adjusted earnings per share result excludes foreign currency fluctuations and the Channel Development transition impact.
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EXECUTIVE COMPENSATION
Elements of Fiscal 2022 Executive Compensation
Base Salary
The Compensation Committee generally reviews and approves base salaries annually at its November meeting, and makes periodic adjustments in connection with promotions, changes in roles and/or responsibilities, or to reward individual performance and promote market competitiveness. In making any such adjustments, the Compensation Committee will also consider the breadth, scope, and complexity of the NEO’s role, internal equity, and whether the NEO’s base salary is appropriately positioned relative to similarly situated executives in our peer group. For fiscal 2022, the Committee reviewed and approved the base salaries shown below (and with respect to Mr. Johnson in his role as our president and ceo, the Committee recommended, and the independent directors approved, his base salary). In fiscal 2022, Ms. Ruggeri and Ms. Gonzalez each received base salary increases based on their performance and market competitiveness and internal equity considerations, which became effective on November 29, 2021.
In connection with his appointment as interim chief executive officer, Mr. Schultz received a base salary of only $1. Mr. Narasimhan did not receive a base salary in fiscal 2022 as his employment did not commence until October 1, 2022, the day immediately preceding the end of fiscal 2022.
 
Base Salary
(Annualized Rate)
Named Executive OfficerFiscal 2022Fiscal 2021% Change
Howard Schultz$1N/AN/A
Rachel Ruggeri$840,000$800,000%
Michael Conway$925,000$925,000%
Kevin R. Johnson*$1,550,000$1,550,000%
John Culver$1,000,000$1,000,000%
Rachel A. Gonzalez**$761,250$725,000%
*    Mr. Johnson retired as president and chief executive officer, effective April 4, 2022, and remained employed with the Company in a senior advisor role through October 2, 2022. During his time in a senior advisor role, Mr. Johnson’s base salary was reduced by 50%.
**    Ms. Gonzalez’s employment as executive vice president, general counsel was involuntarily terminated effective April 4, 2022, in connection with changes in executive leadership, and Ms. Gonzalez remained employed with the Company in a senior advisor role through May 20, 2022. During Ms. Gonzalez’s time in a senior advisor role, Ms. Gonzalez’s base salary was reduced by 50%.
Annual Incentive Bonus Plan
Starbucks annual cash incentive awards for NEOs are paid pursuant to our Annual Incentive Bonus Plan. The Annual Incentive Bonus Plan is designed to ensure that awards are differentiated based on individual performance and align compensation with the execution of strategic initiatives that drive long-term performance. Fifty percent (50%) of the overall Annual Incentive Bonus Plan payout would have been based on adjusted net revenue and adjusted operating income goals on a consolidated Company basis, with a payout between 0-200% of target, depending on performance. The remaining 50% of the overall Annual Incentive Bonus Plan payout would have been based on profit-positive (10% overall weighting), planet-positive (10% overall weighting), and IPF goals (30% overall weighting) with a payout between 0-200% of target for each component, depending on performance. As described in detail starting on page 51, the IPF is composed of goals that were specific to each individual participant related to our Mission and Values, strategic and operational goals and diversity and inclusion metrics, with a 10% overall weighting assigned to diversity and inclusion and a 20% overall weighting assigned to the remaining IPF goals. The graphic below illustrates the weighting of the performance goals and the calculation of the financial performance goals and individual performance factor components of the annual cash incentive awards for fiscal 2022.
FY22 DesignBASE ($)
xa.jpg
TARGET ANNUAL INCENTIVE OPPORTUNITY (%)
xa.jpg

PERFORMANCE FACTORS (Illustrated Below)
PERFORMANCE FACTORS
pg48_table-performancefacta.jpg
2023 PROXY STATEMENT
47

EXECUTIVE COMPENSATION
No Fiscal 2022 Annual Incentive Bonus Plan Payouts
As discussed above, each of our NEOs who was eligible to earn an annual cash incentive award would have earned an award based on our financial results and people positive, profit positive, and planet positive goals. However, after considering the recommendations of our interim chief executive officer, the Committee exercised its discretion to adjust all payouts under the Annual Incentive Bonus Plan to $0 for fiscal 2022, given our overall financial performance in fiscal 2022, and where we are currently in our Reinvention Plan (except with respect to Ms. Gonzalez, who received a prorated payout, pursuant to the terms of her separation agreement).
Target Opportunities
The target opportunities as a percentage of base salary for fiscal 2022 for our NEOs other than Mr. Schultz and Mr. Narasimhan are shown below. Neither Mr. Schultz nor Mr. Narasimhan were eligible to participate in the Annual Incentive Bonus Plan for fiscal 2022.
Such target opportunities were determined by the Compensation Committee after considering a number of factors, including the executive’s role and responsibilities, whether the target annual incentive is competitive with similarly situated executives in our peer group, and our recent and projected financial performance.
 
Bonus Targets
Percentage of Base Salary
Named Executive OfficerFiscal 2022Fiscal 2021% Change
Rachel Ruggeri125%120%5%
Michael Conway150%150%0%
Kevin R. Johnson*200%200%0%
John Culver150%150%0%
Rachel A. Gonzalez**100%100%0%
*    Mr. Johnson retired as president and chief executive officer, effective April 4, 2022, and remained employed with the Company in a senior advisor role through October 2, 2022. During Mr. Johnson’s time in a senior advisor role, Mr. Johnson’s annual bonus opportunity was reduced by 50%.
**    Ms. Gonzalez received a prorated target bonus payout for fiscal 2022 in connection with her departure from the Company on May 20, 2022.
Financial, Planet Positive, and Profit Positive Performance Measures
For fiscal 2022, the portion of the annual cash incentive award derived from financial performance goals was based on the achievement of adjusted net revenue and adjusted operating income measures on a Company consolidated basis. We chose these measures because we believed they would motivate our executives to drive Company growth and profitability consistent with our board-approved annual financial and long-term strategic plans.
To reflect performance above or below targets, adjusted net revenue and adjusted operating income have sliding scales that would have provided for annual cash incentive award payouts greater than the target bonus if results were greater than target (up to a maximum 200% payout) or less than the target bonus if results were lower than the target (down to a threshold of 25% of target payout, below which the result would be 0% payout).
Financial Performance Goals
Adjusted Net Revenue
For the NEOs, 40% of the financial performance goals was based on adjusted net revenue. The payout for each component ranges from 0% to 200%. The threshold, target, and maximum criteria and actual results for adjusted net revenue for fiscal 2022 were as follows:
ADJUSTED NET REVENUE(1)
Threshold
(Millions U.S.$)
25% Payout
Target
(Millions U.S.$)
100% Payout
Maximum
(Millions U.S.$)
200% Payout
Payout
Percentage
Consolidated
pg49_barchart-netreva.jpg
piechart_adjustednetrevenuea.jpg
(1)The performance measures under the Annual Incentive Bonus Plan that were approved at the beginning of the performance period provided for certain non-GAAP adjustments so that the performance measures would more consistently reflect underlying business operations than the comparable GAAP measures. The fiscal 2022 consolidated net revenue result excludes foreign currency fluctuations.
Adjusted Operating Income
For the NEOs, 60% of the financial performance goals, was based on adjusted operating income goals. In fiscal 2022, consolidated adjusted operating income equaled the total of all business units’ operating income less total unallocated corporate expenses.
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EXECUTIVE COMPENSATION
ADJUSTED OPERATING INCOME(1)
Threshold
(Millions U.S.$)
25% Payout
Target
(Millions U.S.$)
100% Payout
Maximum
(Millions U.S.$)
200% Payout
Payout
Percentage
Consolidated
pg49_barchartxoperatinginca.jpg
piechart_adjustedoperatinga.jpg
(1)The performance measures under the Annual Incentive Bonus Plan that were approved at the beginning of the performance period provided for certain non-GAAP adjustments so that the performance measures would more consistently reflect underlying business operations than the comparable GAAP measures. The fiscal 2022 consolidated operating income result excludes foreign currency fluctuations.
Planet Positive Performance Goals
We believe giving back more than we take from the planet contributes to our primary objective of maintaining Starbucks standing as one of the most recognized and respected brands in the world. Further, we believe sustainability of our raw materials, especially coffee, is paramount to our business operations. As a result, our coffee, dairy, and waste goals for fiscal 2022 would have accounted for 10% of the overall fiscal 2022 Annual Incentive Bonus Plan payout, with equal weighting amongst such goals.
The graphic below sets forth additional details regarding our coffee, dairy, and waste goals, as well as the relative weighting of each component.
Planet Positive Sustainability
pg10_graphicxsmallcirclex1a.jpg
Coffee: Accelerate sustainable on-farm coffee solutions, complete coffee technology and tool roadmap, launch Nestle partnership
pg10_graphicxsmallcirclex2a.jpg
Dairy: Global sustainable dairy standard, verification program and on-farm program; global standard aligned to by all regions
pg10_graphicxsmallcirclex3a.jpg
Waste: All regions establish targets, plans, and capabilities to enable activation towards global waste strategy in FY23
pg10_graphicxbigcirclex1a.jpg
pg10_graphicxbigcirclex2a.jpg
pg10_graphicxbigcirclex3a.jpg
Coffee (33% weighting)Dairy (33% weighting)Waste (33%)
PayoutOn-Farm Coffee
Solutions
Coffee Technology and
Tool Roadmap
Nestle PartnershipGlobal StandardPilots Beyond
Baseline of 20
Target, plans and
capabilities established
200%50% ImplementationYr 1 CompletedSynergies realized40 farms and/or additional progress toward implementing on farm changes beyond pilot assessmentsYr 1 Completed
150%35% Implementation50% of Yr 1 Completed30 farms and/or additional progress toward implementing on-farm changes beyond pilot assessment50% of Yr 1 Completed
100%25% ImplementationRoadmap CompletedLaunchedAligned by all regions20 farm pilots globallyExecuted in all regions
90%90% of regions
75%75% of regions
50%15% implementationPiloted only50% of regions
25%25% of regions
0%0% achievement for category if any area is not started
2023 PROXY STATEMENT
49

EXECUTIVE COMPENSATION
Profit Positive Performance Goals
The profit-positive element of our annual cash incentive program reflected purely quantitative measures. As a result, our total Company comparable sales, total Company net new stores, and total Company operating margin goals would have accounted for 10% of the overall fiscal 2022 Annual Incentive Bonus Plan payout, with equal weighting of such goals.
The graphic below sets forth additional details regarding our total Company comparable sales, total Company net new stores, and total Company operating margin goals, as well as the relative weight of each component.
Profit Positive: Targets for Earnings Growth Drivers
pg10_graphicxsmallcirclex1a.jpg
FY22 Total Company Comp10.7%
pg10_graphicxsmallcirclex2a.jpg
FY22 Total Company Net New Stores2.037
pg10_graphicxsmallcirclex3a.jpg
FY22 Total Company Operating Margin17.0%
pg10_graphicxbigcirclex1a.jpg
pg10_graphicxbigcirclex2a.jpg
pg10_graphicxbigcirclex3a.jpg
PayoutCompNet New StoresOp Margin
Profit Positive: Earnings Growth Drivers
FY22 Total Company Comp (33% weighting)
Scale based on business performance revenue scales, adjusted for specific retail market FY22 Financial Plan Comp Factor (Current year comp sales adjusted by revenue range of 92% to 104%), allowing for twice the downside protection.
FY22 Total Company Net New Stores (33% weighting)
Proposed range of +/- 20% net new stores
FY22 Total Company Operating Margin (33% weighting)
Scale based on business performance operating income scale range (86% to 107.5%, with assumed 50% flow-through), allowing for twice the downside protection.
200%> +4ppt> +400 stores> +80bps
150% +2ppt to +4ppt +201 to +400 stores +40bps to +80bps
110% +1ppt to +2ppt +101 to +200 stores +10bps to +40bps
100% -2ppt to +1ppt +/-100 stores -40bps to +10bps
90% -2ppt to -6ppt -101 to -200 stores -40bps to +120bps
50% -6ppt to -8ppt -201 to -400 stores -120bps to +160bps
0%< -8ppt< -400 stores< -160bps
Financial, Planet Positive, and Profit Positive Performance Measures - Results
The table below shows the fiscal 2022 actual achievement results for each of the financial, planet-positive, and people-positive components of the Annual Incentive Bonus Plan.
($ in millions)
Performance MeasureWeightingFY22 TargetFY22 Result
FY22 Achievement Factor(2)
Business Performance(1)
Total Company Consolidated52.0%
Corporate Revenue40%$33,435$32,77485.0%
Corporate OI60%$5,681$4,94530.0%
Planet Results95.8%
Coffee33%Varies100.0%
Dairy33%Varies87.5%
Waste33%Varies100.0%
Profit Results60.0%
FY22 Total Company Comp33%10.7%7.6%
FY22 Total Company Net New Stores33%2,0371,878
FY22 Total Company Operating Margin33%17.0%15.1%
(1)The performance measures under the Annual Incentive Bonus Plan that were approved at the beginning of the performance period provided for certain non-GAAP adjustments so that the performance measures would more consistently reflect underlying business operations than the comparable GAAP measures. The fiscal 2022 consolidated net revenue result and consolidated operating income result excludes foreign currency fluctuations.
As noted in the table above, consolidated Company adjusted net revenue and adjusted operating income goals were achieved at 95% and 87% of target, respectively, resulting in weighted achievement factors of 85% and 30%, respectively, and a weighted achievement factor of 52% for all consolidated Company financial performance goals.
Our planet-positive goals related to coffee, dairy, and waste were achieved with a weighted achievement factor of 95.8% for all planet-positive goals, and our profit-positive goals related to total Company comparable sales, net new stores, and operating margin were achieved at 71%, 92%, and 89% of target, respectively, resulting in a weighted achievement factor of 60% for all profit-positive goals.
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EXECUTIVE COMPENSATION
Individual Performance Factor (“IPF”)
The IPF was weighted at 30% of the total payout under the fiscal 2022 Annual Incentive Bonus Plan and was composed of the elements set forth in the table below, which vary by individual.
ElementWeightPayout
Range
GoalsRationale
People
(Common goals shared by all NEOs with performance results varying by individual)
10%0-200%
BIPOC Retention Rate*: >90%
Mentorship Program: Serve as a mentor to BIPOC mentees with a meaningful time commitment demonstrated through monthly group meetings with all mentees and monthly individual meetings with each mentee
Inclusive Leadership Survey linked to Mentorship Program: Average score >4.5 on scale of 1-5
Executive Champion or Two Other Elective Activities: Serve as an executive sponsor for a Starbucks Partner Network or demonstrate leadership in at least two other elective activities that builds inclusive leadership capability such as designing an experiential activity, engaging with professional organizations related to an action plan, or joining experiences that build inclusive leadership capacity
Our people-positive vision is to cultivate an inclusive environment where everyone belongs. We believe the strength, diversity, and inclusiveness of our workforce are significant contributors to our success as a global brand.
Living Our Mission and Values/Helping Others Succeed
(Goals vary by individual)
20%



0-200%



Varies by individual, but focused on:
Creating a culture of warmth and belonging, where everyone is welcome.
Delivering our very best in all we do, holding ourselves accountable for results.
Acting with courage, challenging the status quo, and finding new ways to grow our company and each other.
Being present, connecting with transparency, dignity, and respect.
Living our Mission and Values enables our partners to deliver an elevated Starbucks Experience to our customers every day.
Strategic and Operational Goals
(Goals vary by individual) 
Varies by individual, tied to the NEO’s primary areas of responsibility
Individual strategic and operational goals directly tied to the NEO’s primary areas of responsibility are important to driving sustainable growth and value creation.
*    BIPOC refers to Black, Indigenous, and People of Color. BIPOC retention is measured using a fiscal year-to-date retention metric and monitors the retention of BIPOC partners who were under an NEO’s functional hierarchy (reporting up through an NEO’s organization) at the beginning of the fiscal year and who remained employed with Starbucks throughout the fiscal year. A partner does not need to report to an NEO’s organization at the end of the fiscal year to be counted as retained, so long as they are still an active Starbucks partner.
With respect to Mr. Johnson’s IPF, his individual strategic and operational performance goals for fiscal 2022 were set in October 2021 in collaboration with the independent members of the board.
Fiscal 2022 Individual Performance
While the Committee did not determine IPF payout factors or overall payouts, at the Committee’s November 2022 meeting, Mr. Schultz evaluated the performance of the other NEOs and presented the results of those evaluations to the Committee for consideration as the Committee believed that such individual performance results would be useful in determining compensation targets and amounts for continuing NEOs in fiscal 2023. Such individual performance results are summarized below. Due to Mr. Johnson’s retirement and the decision to eliminate Mr. Culver’s position and not pay awards under the Annual Incentive Bonus Plan, the Compensation Committee did not assess their individual performance for fiscal 2022.
Rachel Ruggeri
Ms. Ruggeri achieved her Mission and Values and strategic and operational goals, as she helped to create increased spans for partners to support development; drove continued leadership development, with three bench directors promoted to vice president and one vice president promotion to senior vice president; and prioritized a team of dedicated resources to transform Financial Planning, creating efficiency in the process. In addition, she facilitated partners in all disciplines and across functions to come together to design, develop, and provide leadership support and input on one of our most anticipated Investor Days in our history, which focused on our Reinvention Plan. While the BIPOC retention rate of Ms. Ruggeri’s reporting hierarchy fell just short of her ≥ 90% goal with an 89.5% retention rate, Ms. Ruggeri achieved her other People goals as she served as the executive sponsor of the Starbucks Partners for Sustainability Network, received a 4.5 employee feedback score, and successfully mentored BIPOC partners through monthly mentoring circles.
2023 PROXY STATEMENT
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EXECUTIVE COMPENSATION
Michael Conway
Mr. Conway achieved his Mission and Values and strategic and operational goals, as he executed our first-ever in person International Forum, with 30+ licensee leaders in attendance; aligned our International and Channel Development financial plan to our new service standards, ensuring cross-channel coordination, and gained increased visibility to Starbucks locations; and fostered strong results across our digital and financial platforms. In addition, he bridged our human capital strategies to international markets and business partners through locally relevant programs, aligning international regions to enterprise goals, implemented a Store Experience Assessment across regions to ensure a consistent Starbucks Experience, and developed funding and organizational structures in support of Starbucks Digital Services. Mr. Conway’s BIPOC retention rate of his reporting hierarchy also fell just short of his ≥ 90% goal with an 89.7% retention rate, however he achieved his other People goals having successfully mentored BIPOC partners through monthly mentoring circles, served as executive sponsor of the Starbucks Black Partner Network, and achieved a 4.67 employee feedback score.
Leadership Stock Plan
 
Fiscal 2022
Design
ANNUAL EPS PERFORMANCE
TARGETS AVERAGED OVER 3 YEARS
graphic_crossxwithbga.jpg
3-YR RELATIVE TSR vs S&P 500
(upward or downward modifier of +/-25%)
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ACHIEVEMENT OF INCLUSION & DIVERSITY GOALS
(upward or downward modifier of +/-10%)
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TIME-BASED RSUs
  
 60% PRSUs40% TIME-BASED RSUs
Overview
In fiscal 2022, the Committee granted each of our NEOs who was employed by the Company prior to the beginning of the year long-term performance-based compensation in the form of PRSUs and time-based RSUs. PRSUs are earned only to the extent pre-established performance goals are met. Time-based RSUs vest annually in equal installments of 25%, commencing on the first anniversary of the grant date. Both PRSUs and time-based RSUs include dividend equivalent rights payable at the same time as the underlying shares are earned.
The values of the long-term incentive awards reflected in the table below were designed to be competitive to market, recognize the personal performance of each executive in the fiscal year prior to the November grant date (as applicable), and to further increase the percentage of total pay that is variable and at-risk based on Starbucks financial, shareholder return, and inclusion and diversity performance. The table below reflects the value of annual long-term incentive awards approved by the Committee for our NEOs in each of the last two fiscal years under the Leadership Stock Plan, other than Mr. Schultz who did not receive any equity grants in fiscal 2022 or Mr. Narasimhan who did not receive any annual long-term incentive awards in fiscal 2022 but instead received the replacement grants described above in “ceo-Elect New Hire Package.” We determined the number of PRSUs to be delivered by dividing 60% of the value approved by the Committee by the closing price of our stock on the grant date. For time-based RSUs, we divided 40% of the value by the closing price of our stock on the grant date. Because the value approved by the Committee is approved in advance of the awards being granted and may use different assumptions than are applied to the awards for accounting purposes, the value of awards approved by the Committee may be different from the grant date fair value of equity awards as disclosed in the Summary Compensation Table.
Value of Annual Long-Term Incentive Compensation Awards
Named Executive Officer
Granted in
Fiscal 2022
Granted in
Fiscal 2021
% Change
Howard SchultzN/AN/A
Rachel Ruggeri$4,500,000
(1)
$875,000414.3 %
Michael Conway$4,500,000
(1)
$3,500,00028.6 %
Kevin R. Johnson$15,500,000$14,500,0006.9 %
John Culver$6,000,000$6,000,000%
Rachel A. Gonzalez$3,500,000$3,500,000%
(1)   In November 2021, the Compensation Committee approved a $3,625,000 increase in the target value of Ms. Ruggeri’s annual awards under the Leadership Stock Plan to reflect her elevation to the role of executive vice president and chief financial officer in January 2021. Mr. Conway also received an increase of $1,000,000 in the target value of his annual awards under the Leadership Stock Plan in consideration of his prior performance, the significance of his role with the Company, and market considerations.
Fiscal 2022 PRSUs
Consistent with the feedback that we have received from shareholders and our focus on strategic performance that will drive longer‑term shareholder returns, the EPS metric is measured over a three-year period, and at the end of the three years, a relative TSR modifier can impact payout of PRSUs upward or downward by 25%. In addition, consistent with our practice beginning with the fiscal 2021 PRSUs, we are holding our senior leaders collectively accountable for meeting a three-year inclusion and diversity goal for the fiscal 2022 PRSUs, which focuses on improvement in Black, Indigenous, and LatinX representation at the manager level and above by 5% or more by 2024. The representation metric will operate as a modifier to the payout of the fiscal 2022 PRSU award.
Annual EPS performance targets are set each year and then averaged at the conclusion of the three-year performance period to determine baseline payouts from 0-200%, and three-year relative TSR performance is measured against the S&P 500. The PRSUs granted in fiscal 2022 reflect this structure and represent 60% of target long-term award value for fiscal 2022.
The extent to which PRSUs are earned is based on our achievement of annual adjusted EPS, relative TSR goals measured over a three-year period following the grant date, and, with respect to fiscal 2022 PRSUs, achievement of inclusion and diversity goals. Annual EPS targets are measured and certified by the Compensation Committee each year. To reflect performance above or below target, adjusted EPS has a sliding scale that provides for payouts greater than the target number of PRSUs if performance results are greater than target (up to a maximum 200% of payout) or less than the target number if performance results are lower than target (down to a 25% payout for threshold performance, below which
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EXECUTIVE COMPENSATION
the payout would be 0%). If the threshold EPS goal under the PRSUs is not met, then the awards will pay out at zero. Linear interpolation will be applied to performance that falls between EPS goals.
To the extent the performance targets are met, earned PRSUs generally vest 100% on the third anniversary of the grant date, with a possible adjustment upward or downward of 25% based on achievement of predetermined relative TSR goals and, with respect to fiscal 2022 PRSUs, a possible adjustment upward or downward of up to 10% based on achievement of predetermined inclusion and diversity goals.
The TSR metric will modify the fiscal 2022 PRSUs (as well our other outstanding PRSU grants) as follows: (i) upwards to a maximum of 125% if Starbucks TSR ranking is equal to or exceeds the 75th percentile, and (ii) downwards to a threshold of 75% if the Starbucks TSR ranking is equal to or below the 25th percentile, with linear interpolation to be applied if Starbucks TSR ranking is between the 25th and 75th percentile and above and below the 50th percentile.
RELATIVE TSR MODIFIER
≤ 25th Percentile
50th Percentile
≥ 75th Percentile
75%100%125%
The representation metric will modify the fiscal 2022 PRSUs as follows: (i) upwards to a maximum of 110% if the inclusion and diversity goal of 5% representation growth is met or exceeded; (ii) reducing the number of PRSUs earned by 5% if the inclusion and diversity goal is not achieved but growth is positive and below 5%; and (iii) reducing the number of PRSUs earned by 10% if representation falls over the three-year performance period.
REPRESENTATION MODIFIER(1)
<0%
≥0% and <5%
≥5%
90%95%110%
(1)For improvement of representation of Black, Indigenous, and Latinx partners at the manager level and above.
The threshold, target, and maximum number of PRSUs that could have been earned by the NEOs are disclosed in the Fiscal 2022 Grants of Plan-Based Awards Table on page 65.
2023 PROXY STATEMENT
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EXECUTIVE COMPENSATION
PRSU EPS Targets and Performance Through the End of Fiscal Year 2022
As noted in the table below, the EPS goal for fiscal year 2022 and actual EPS results apply to the third year of the three-year performance period for the PRSUs awarded to our NEOs in November 2019, the second year of the three-year performance period for the PRSUs awarded to our NEOs in November 2020, and the first year of the three-year performance period for the PRSUs awarded to our NEOs in November 2021.
The table below sets forth the EPS goals for each of the last three fiscal years and the application of the TSR modifier to the payout of PRSUs awarded to our NEOs in November 2019.
FY20FY21FY22
PRSU Granted 11/13/2019MinTargetMaxMinTargetMaxMinTargetMaxNovember 2019 PRSU Payout
EPS: Goals by Year$2.891$3.043$3.196$2.205$2.594$2.801$2.906$3.419$3.692Avg EPS Payout Result81.67%
EPS Result
$1.154(1)
$3.002(1)
$3.010(1)
3-yr TSR Modifier75.00%
Result as a % of Target38%116%88%Nov 2019 PRSU Payout61.25%
Payout Result0%200%45%
TSR Result
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FY21FY22FY23
PRSU Granted 11/11/2020MinTargetMaxMinTargetMaxMinTargetMax
EPS: Goals by Year$2.205$2.594$2.801$2.906$3.419$3.692
EPS Result
$3.002(1)
$3.010(1)
Result as a % of Target 116%88%
Payout Result 200%45%
TSR Result
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FY22FY23FY24
PRSU Granted 11/10/2021MinTargetMaxMinTargetMaxMinTargetMax
EPS: Goals by Year$2.906$3.419$3.692
EPS Result
$3.010(1)
Result as a % of Target 88%
Payout Result 45%
TSR Result
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(1)Adjusted EPS is a non-GAAP measure. The fiscal 2022 adjusted EPS result excludes foreign currency fluctuations. The fiscal 2021 adjusted EPS result excludes foreign currency fluctuations, effects of tax law changes, and the 53rd week. The fiscal 2020 adjusted EPS result excludes foreign currency fluctuations and the Channel Development transition impact.
The table below sets forth the number of fiscal 2020 PRSUs held by our NEOs that vested and were settled in shares in November 2022.
Named Executive OfficerNumber of Fiscal 2020 PRSUs Vested
Rachel Ruggeri(1)
N/A
Michael Conway16,170
Kevin R. Johnson62,372
John Culver24,257
Rachel A. Gonzalez(2)
N/A
(1)Ms. Ruggeri did not receive a fiscal 2020 PRSU grant, as she did not serve in an executive leadership role before her appointment as chief financial officer in February 2021.
(2)In connection with her departure from the Company on May 20, 2022, Ms. Gonzalez’s fiscal 2020 PRSUs were pro-rated based on her service during the performance period (assuming target performance) and settled in cash pursuant to her separation agreement.
Fiscal 2022 Time-Based RSUs
Time-based RSUs represented 40% of the total award under the Leadership Stock Plan, designed to support executives’ stock ownership and encourage retention. Time-based RSUs were granted to our NEOs on November 10, 2021, and represent 40% of the value shown above for fiscal 2022. Time-based RSUs vest annually in equal installments of 25%, commencing on the first anniversary of the grant date. RSUs are an important tool for us to retain and incentivize our highly sought after NEOs since the value of the awards will be delivered to our NEOs over a four-year period, subject to continued service with us, and become more valuable as our stock price increases, which benefits all of our shareholders. The time-based RSUs granted to the NEOs in fiscal 2022 are disclosed in the Fiscal 2022 Grants of Plan-Based Awards Table on page 65.
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EXECUTIVE COMPENSATION
Long-Term Cash Performance Award
In December 2019, the board desired to recognize and retain Mr. Johnson’s high-caliber leadership and awarded him a long‑term cash performance-based award that reflected the board’s commitment to furthering the Company’s leadership continuity. The award was designed to retain Mr. Johnson in his role as president and ceo by providing compelling upside reward opportunity beyond the Company’s regular executive compensation program for achieving exceptional shareholder returns. The award had a target value of $25 million but a payout under the award could only be earned if our relative TSR performance meaningfully outperformed the S&P 500 during the period beginning October 1, 2019, to September 30, 2022. Specifically, the award would have paid out at 100% of target if the Company’s TSR performance relative to the companies comprising the S&P 500 index was at the 65th percentile, zero if performance was at the 40th percentile, and 200% of target if performance was at the 80th percentile, with linear interpolation between these points. At the end of fiscal 2022, Starbucks relative TSR was at the 25th percentile, resulting in no payout of the award.
Severance and CIC Plan
In August 2022, the Compensation Committee adopted the Executive Severance and Change in Control Plan (“Severance and CIC Plan”) to facilitate the transformation and evolution of our executive leadership team and to align our executive compensation program more closely with market practices. Prior to adoption of the Severance and CIC Plan, we would from time-to-time offer severance benefit arrangements for terminated or separated executives as part of a negotiated termination of employment in exchange for a release of claims against the Company and other restrictive covenants. The Severance and CIC Plan was also adopted to provide uniformity and internal equity with respect to severance benefits among similarly situated executives and avoid protracted negotiations with departing executives.
The table below describes the material features of the Severance and CIC Plan and the Committee’s rationale for the design of the Plan.
Severance and CIC PlanMaterial FeaturesRationale for Design
Termination without Cause Outside of CIC Period(1)
Limited cash severance (1.5x sum of base and target bonus, and a payment equal to 18 months of COBRA premiums), continued vesting of outstanding equity awards (pro-rated based on length of service during vesting period), pro-rated bonus earned based on actual financial performance, and outplacement service benefits
Provides for benefits comparable to those offered by members of our peer group
Requires a departing executive to sign a release of claims acceptable to us and comply with restrictive covenant obligations as a condition to receiving these severance benefits
Provides reasonable compensation to executives who leave the Company under certain non-change in control related circumstances to facilitate their transition to new employment
Consistent with market practice; helps us attract and retain talented executives
Avoids protracted negotiations with individual executives outside of CIC context
Release of claims align interests with shareholders by mitigating any potential employer liability and avoiding future disputes or litigation
Restrictive covenants protect the Company by prohibiting competition, solicitation of, or interference with, our partners, other service providers, clients, customers, suppliers, and other third parties, and disparagement of our products, partners, officers, directors, consultants, and joint venture partners
Termination without Cause or Resignation for Good Reason During CIC Period
“Double-trigger” provisions providing for limited cash severance (2x sum of base and target bonus, and a payment equal to 18 months of COBRA premiums), accelerated vesting of outstanding equity awards (with performance-based awards vesting at target), pro-rated bonus earned based on the greater of target and actual financial performance, and outplacement service benefits
Provides for benefits comparable to those offered by members of our peer group
Requires a departing executive to sign a release of claims acceptable to us and comply with restrictive covenant obligations as a condition to receiving these severance benefits
Preserves morale and productivity and encourages executives to maintain the stability of our business during the potentially volatile period accompanying a change in control and to pursue transactions that are in the best interests of our shareholders regardless of whether those transactions may result in their own job loss
Double-trigger acceleration protects against the loss of retention power following a change in control of the Company and to avoid windfalls, both of which could occur if vesting accelerated automatically as a result of the transaction
Consistent with market practice; helps us attract and retain talented executives
Avoids protracted negotiations with individual executives during the CIC context
Aligns interests with shareholders by mitigating any potential employer liability and avoiding future disputes or litigation
Restrictive covenants protect the Company by prohibiting competition, solicitation of, or interference with, our partners, other service providers, clients, customers, suppliers, and other third parties, and disparagement of our products, partners, officers, directors, consultants, and joint venture partners
(1)For purposes of the Severance and CIC Plan, the “CIC Period” refers to the period commencing 89 days prior to, and ending 24 months following, a change in control of the Company.
For additional information regarding the key elements of the Severance and CIC Plan, please refer to the section entitled “Executive Compensation Agreements and Arrangements” below.
2023 PROXY STATEMENT
55

EXECUTIVE COMPENSATION
Our Executive Compensation Process
Target total direct compensation for our NEOs is composed of base salary, target annual cash incentive award, and target value of long‑term equity incentives. Target total direct compensation is designed to be competitive with peer companies and market data, as explained below under Peer Group Companies and Benchmarking.
The Compensation Committee typically reviews target total direct compensation and approves the target value of annual cash incentive awards (as a percentage of base salary) annually at its November meeting following the conclusion of the fiscal year. Base salaries, annual cash incentive payments (for performance in the prior fiscal year), performance goals for annual cash incentive awards, and long-term equity grants are approved after the end of each fiscal year at the Committee’s November meeting. This process allows the Compensation Committee to consider comprehensive information, including the performance of each NEO during the prior fiscal year, when making final compensation decisions.
Management’s Role in the Executive Compensation Process
Our ceo, along with key members of our human resources function (“Partner Resources”) and our Law & Corporate Affairs Department each help support the Compensation Committee’s executive compensation process and regularly attend portions of the Committee’s meetings. As part of the executive compensation process, our ceo provides his perspective to the Compensation Committee regarding the performance of his executive leadership team, which includes all our executive officers and certain other senior officers of the Company. Members of the Partner Resources team present recommendations to the Compensation Committee on the full range of annual executive compensation decisions, including (i) annual and long-term incentive compensation plans, (ii) target competitive positioning of executive compensation, and (iii) target total direct compensation for each executive officer. These recommendations are developed in consultation with our ceo (except with regard to his own compensation) and are supported by market data.
The Role of Consultants in the Executive Compensation Process
Beginning in September 2021, the Compensation Committee engaged Pay Governance as its outside independent compensation consultant. The Compensation Committee’s consultant regularly attends committee meetings and attends executive sessions as requested by the Compensation Committee’s chair. During fiscal 2022, Pay Governance did not perform any services for Starbucks other than advising on executive compensation and non-employee director compensation under its engagement by the Compensation Committee. Pay Governance’s tasks also included reviewing, validating, and providing input on information, programs, and recommendations made by management.
At-Risk Compensation
A core principle of our executive compensation program is that a large majority of compensation awarded to our NEOs, especially to our ceo, be variable, performance-based or “at-risk.” This type of compensation is primarily dependent on the financial success of our Company and the performance of Starbucks common stock. This means that our executives are rewarded when they produce value for our shareholders and our partners. Elements of our fiscal 2022 program that fall within this category include annual cash incentive awards, PRSUs, and RSUs.
Internal Pay Equity
The Compensation Committee considers internal pay equity, among other factors, when making compensation decisions. However, the Compensation Committee does not use a fixed ratio or formula when comparing compensation among executive officers. The Compensation Committee believes that a failure to maintain an appropriate balance in the pay levels among members of our executive leadership team creates inappropriate business risks.
Peer Group Companies and Benchmarking
The Compensation Committee reviews compensation levels and design at peer companies as part of its decision-making process so it can set total compensation levels and practices that it believes are competitive and aligned with Starbucks’ scale and performance. The Compensation Committee generally sets target total direct compensation for our executives to be competitive with peer companies and other market data and takes into consideration scope of job responsibilities, individual performance of the executive, and other factors. The Compensation Committee’s executive compensation determinations are based on its review of such factors and are informed by the experiences of the members of the Compensation Committee as well as input from, and peer group data provided by, the Compensation Committee’s independent compensation consultant.
The market data considered by the Committee as part of the annual pay-setting process reflects compensation levels and practices for executives holding comparable positions at peer group companies and includes broader compensation survey data.
The Compensation Committee, with assistance from its independent compensation consultant, annually reviews the composition of our peer group. As part of such reviews, the Committee considers specific criteria and recommendations regarding companies to add or remove from the peer group. The industries from which we select our peer group companies consist of consumer staples, consumer discretionary, and information technology-software and services companies. From those industries, the Committee selected a peer group that includes global companies with complex management needs and strong brand profiles. For fiscal 2022, the Committee modified the 2021 peer group by removing The Home Depot, Inc. and Yum! Brands, Inc., and adding Kimberly-Clark Corporation and Mondelez International, Inc.
The Compensation Committee and independent directors considered the peer group in connection with their fiscal 2022 target total direct compensation decisions. The table below lists the companies that were considered for fiscal 2022.
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Starbucks Fiscal 2022 Executive Compensation Peer Group Companies
Consumer Staples
The Coca-Cola Company
Colgate-Palmolive Company
General Mills, Inc.
The Kraft Heinz Company
PepsiCo, Inc.
The Procter & Gamble Company
Kimberly-Clark Corporation
Mondelez International, Inc.
Consumer Discretionary
The Estée Lauder Companies Inc.
Marriott International, Inc.
McDonald’s Corporation
NIKE, Inc.
Target Corporation
V.F. Corporation
IT-Software and Services
PayPal Holdings, Inc.
Visa Inc.

Peer Group Determining Criteria for Fiscal 2022
CategoryCriteria
General
Publicly traded (not a subsidiary)
U.S. based (not a foreign issuer)
Comprehensive disclosure (recent initial public offerings may be excluded due to limited disclosure information)
Industry/Business Focus
Consumer Discretionary and Consumer Staples
IT & Software Services - limited to companies focused on digital transactions and payment processing
Size
0.25x to 4.0x Starbucks revenue
0.25x to 4.0x Starbucks 12 month average market cap value
Other
Commonly identified peer of continuing peer companies
Brand recognition (based on Forbes 100 most valuable brands)
Competitor for executive talent
Growth profile
Revenues as of each company’s most recent four quarters ended on 10/02/2022 (in millions)Market capitalization as of
 09/30/2022 (in millions)
Employees as of most recent fiscal year
25th Percentile$19,171$45,48335,030
Median $27,053$77,09579,000
Starbucks$32,250$96,680402,000
75th Percentile $42,343$169,759120,000
Other Compensation Policies
2023 Executive Compensation
In evaluating our compensation practices in fiscal 2023, the Compensation Committee was mindful of the feedback provided by shareholders and continued to refine our Annual Incentive Bonus Plan to more closely align compensation with company financial performance and further demonstrate our commitment to value creation for shareholders, including an increased focus on sales and earnings given the effects of COVID-19, supply chain and materials costs, potential difficulties in China, and the Company’s transformation in connection with our Reinvention Plan. As such, for fiscal 2023, financial performance results will represent 70% of the overall Annual Incentive Bonus Plan payout (compared to 50% for fiscal 2022), with 30% and 40% weighting for total Company revenue and operating income goals, respectively (compared to 20% and 30% for fiscal 2022). The chart on the next page sets forth the updated components of the Annual Incentive Bonus Plan for fiscal 2023 and their relative weights as compared to the plan design for fiscal 2022. In addition, financial revenue and operating income performance metrics for all participants in the Annual Incentive Bonus Plan, regardless of position, will be aligned to total Company financial performance for fiscal 2023, which will ensure more uniformity and consistency in the way that total Company financial performance goals apply to all participants and will further align the invaluable efforts of our partners with the overall success of the Company.
2023 PROXY STATEMENT
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EXECUTIVE COMPENSATION
FY22 EMBP DesignFY23 EMBP Design
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Revenue (20%)
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Total Company Revenue (30%)
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Operating Income (30%)
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Total Company OI (40%)
++
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Planet Positive (10%)
Profit Positive (10%)
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ESG: I&D and Sustainability (15%)
++
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People Positive (10%)Living Our Mission and Values / Helping Others Succeed & Individual Annual Performance Goals (20%)
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Living Our Mission and Values / Helping Others Succeed & Individual Annual Performance Goals (15%)
Regarding the non-financial components of the Annual Incentive Bonus Plan for fiscal 2023, ESG performance results will represent 15% of the overall Annual Incentive Bonus Plan payout (compared to 10% for each of the planet- and profit-positive results for fiscal 2022). The ESG performance goals will comprise Inclusion & Diversity goals as well as sustainability goals, which will continue to be objective and quantitative to ensure clear, rigorous goal-setting with respect to our ESG strategies and objectives. The Committee also updated our Inclusion & Diversity metrics for fiscal 2023 to both remove complexity and provide more relevancy to our Inclusion & Diversity goals, providing a clearer and more impactful path for participants to drive our progress in our people-positive efforts. Further, the profit-positive goals that applied for fiscal 2022, which included operating margin, comparable store sales, and net new stores, were eliminated for fiscal 2023 as the Compensation Committee determined that the outcome of such metrics was largely reflected in the adjusted net revenue and adjusted operating income metrics and ultimately duplicative of the financial performance metrics under the Annual Incentive Bonus Plan.
The IPF component of the Annual Incentive Bonus Plan for fiscal 2023 will represent 15% of the overall Annual Incentive Bonus Plan payout (from 30% for fiscal 2022). The IPF component will continue to be comprised of goals which are specific to each individual participant related to our Mission and Values, strategic and operational goals.
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EXECUTIVE COMPENSATION
Retirement of Kevin R. Johnson
Mr. Johnson retired from his position as president and chief executive officer and as a member of the board, effective April 4, 2022. To ensure an effective and smooth transition, Mr. Johnson continued to provide executive transition services through the end of fiscal 2022, and his base salary and annual bonus opportunity were reduced by 50%, effective June 1, 2022, in proportion to the level of services he was expected to provide. Because Mr. Johnson was retirement eligible, his PRSUs and RSUs continued to vest under the terms of his existing award agreements. As discussed above, Mr. Johnson did not earn a cash incentive award, and he received the same payout of his fiscal 2019 PRSUs as other employees. In addition, Mr. Johnson’s long-term cash performance-based award, which he was granted in December 2019, did not pay out as described above.
Separation of John Culver
Effective October 1, 2022, we eliminated the chief operating officer role and Mr. Culver remained employed with the Company in a senior advisor role through January 1, 2023. Due to there no longer being an equivalent role for Mr. Culver, his employment was involuntarily terminated on January 2, 2023. Mr. Culver has executed a Separation Agreement and Release, which provided for the severance benefits set forth in our Executive Severance and Change in Control Plan in consideration for a release of claims in favor of Starbucks, and compliance with restrictive covenants, which included, among other provisions, compliance with non-solicitation, non-competition, and non-disparagement requirements.
Separation of Rachel Gonzalez
Ms. Gonzalez’s employment as executive vice president, general counsel was involuntarily terminated effective April 4, 2022, in connection with changes in executive leadership, and Ms. Gonzalez remained employed with the Company in a senior advisor role through May 20, 2022 at 50% of her prior base salary.
Because this separation occurred prior to the Company’s adoption of the Executive Severance and Change-in-Control Plan in connection with this transition and following negotiations with Ms. Gonzalez, Starbucks entered into a Separation Agreement and Release with Ms. Gonzalez in March 2022, which provided for cash severance payments, a pro-rated bonus, payments which were intended to cover COBRA benefits and attorney fees, and outplacement services. In addition, pursuant to the Separation Agreement and Release, Ms. Gonzalez’s unvested PRSU awards and time-based RSU awards were pro-rated based on her service from the vesting commencement date of each applicable award through the date of her termination, and assuming target performance in case of the PRSUs. These pro-rated awards were settled in cash for an amount equal to the number of shares subject to such awards multiplied by our average February 2022 stock price. The payments and benefits to Ms. Gonzalez under the Separation Agreement were subject to her executing and not revoking a reaffirmation of a release of claims and other commitments and obligations, which included reaffirming her duties and responsibilities of her Confidentiality, Non-Solicitation, Non-Competition and Inventions Agreement. Please see the section entitled “Potential Payments Upon Termination or Change in Control” for more information.
Following the adoption of Starbucks Executive Severance and Change in Control Plan, all executive officer severance benefits are expected to be paid pursuant to the terms of this plan.
Perquisites and Other Executive Benefits
Our executive compensation program includes limited executive perquisites and other benefits. The aggregate incremental cost of providing these perquisites and other benefits to our NEOs is detailed in the “Fiscal 2022 All Other Compensation Table” on page 65. We believe the perquisites and other executive benefits we provide are