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TABLE OF CONTENTS
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.    )
Filed by the Registrant ☒
Filed 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 Pursuant to §240.14a-12
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The Kraft Heinz Company
(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.

Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1)
Title of each class of securities to which transaction applies:
(2)
Aggregate number of securities to which transaction applies:
(3)
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
(4)
Proposed maximum aggregate value of transaction:
(5)
Total fee paid:

Fee paid previously with preliminary materials.

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
(1)
Amount Previously Paid:
(2)
Form, Schedule or Registration Statement No.:
(3)
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(4)
Date Filed:

TABLE OF CONTENTS
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Notice of 2021 Annual Meeting of Stockholders
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When
Thursday, May 6, 2021
11:00 a.m. Eastern Time
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Where
Live webcast at
www.virtualshareholdermeeting.com/KHC2021
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Record Date
Stockholders of record as of the close of business on March 8, 2021 are entitled to receive notice of, and to attend and vote at, the 2021 Annual Meeting of Stockholders of The Kraft Heinz Company (the “Annual Meeting”).
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How to Access the Meeting
To access the live webcast Annual Meeting, visit
www.virtualshareholdermeeting.com/KHC2021.
To participate in the Annual Meeting, vote your shares electronically, and submit questions, you will need:

registered holder: the 16-digit control number included on your Notice or proxy card

beneficial holder whose Notice or voting instruction form indicates that you may vote your shares at www.proxyvote.com: the 16-digit control number indicated on your Notice or instruction form

other beneficial holder: contact your bank, broker, or other nominee (ideally no less than five days before the Annual Meeting) to obtain a legal proxy
For additional information, see Question 17 on page 75.
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Date of Distribution
We mailed our Notice of Internet Availability of our proxy materials as well as our Proxy Statement, our Annual Report to Stockholders for the year ended December 26, 2020 (the “2020 Annual Report”), as applicable, and the proxy card on or about March 26, 2021.
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Items of Business
1
To elect 11 director nominees named in the Proxy Statement to one-year terms expiring in 2022
2
To approve The Kraft Heinz Company’s executive compensation
3
To ratify the selection of PricewaterhouseCoopers LLP as our independent auditors for 2021
4
To transact any other business properly presented at the Annual Meeting
[MISSING IMAGE: tm213761d1-icon_votepn.gif]   How to Vote
Your vote is important. Even if you plan to attend the live webcast of the Annual Meeting, we encourage you to vote as soon as possible using one of the following methods. Make sure to have your Notice of Internet Availability of Proxy Materials (“Notice”), proxy card, or voting instruction form available, and follow the instructions.
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By Internet
By Telephone
By Mail
Visit the website listed on your proxy card, Notice, or voting instruction form.
Call the telephone number listed on your proxy card, Notice, or voting instruction form.
Complete, sign, date, and return your proxy card in the envelope enclosed with the physical copies of your proxy materials.
For additional information, see Question 4 on page 71.
By Order of the Board of Directors,
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Rashida La Lande
Senior Vice President, Global General Counsel, and Head of ESG and Government Affairs; Corporate Secretary
Chicago, Illinois
March 26, 2021
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to Be Held on May 6, 2021
The Kraft Heinz Company’s Proxy Statement and 2020 Annual Report are available at ir.kraftheinzcompany.com/proxy

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Table of Contents
1 Proxy Statement Summary
1 About The Kraft Heinz Company
3 2020 Performance Highlights
4 2021 Annual Meeting
5 Board of Directors
7 Corporate Governance Strengths
7 Executive Compensation Highlights
9 Auditors
10
Proposal 1 – Election of Directors
10 Director Qualifications
12 Director Nominees
16 Corporate Governance and Board Matters
16 Corporate Governance Guidelines
16 Codes of Conduct
17 Corporate Governance Materials Available on Our Website
18 Key Corporate Governance Practices
19 Board Leadership Structure
20 Annual Board and Committee Evaluations
20 Independence
20 Director Service on Other Public Company Boards
21 Related Person Transactions
22 Anti-Hedging and Anti-Pledging Policies
23 Oversight of Risk Management
24 Responding in Times of Crisis
25 Environmental Social Governance
28 Investor Engagement
30 Communications with the Board
31 Board Committees and Membership
31 Meeting Attendance
31 Committee Structure and Membership
32 Audit Committee
33 Compensation Committee
35 Governance Committee
36 Operations and Strategy Committee
37 Director Compensation
37 Director Compensation Program
37 Stock Ownership Guidelines
38 2020 Director Compensation Table
39 Beneficial Ownership of Kraft Heinz Stock
39 Directors and Officers
40 Principal Stockholders
40 Delinquent Section 16(a) Reports
41
Proposal 2 – Advisory Vote to Approve Executive Compensation
42 Compensation Discussion and Analysis
42 Compensation Discussion and Analysis Contents
42 2020 Highlights
44 Compensation Structure and Goals
46 Key Compensation Changes For 2021
46 CEO Compensation
47
55 Benefits and Perquisites
55 Stock Ownership Guidelines
56 Clawback, Anti-Hedging, and Anti-Pledging Policies
56 Impact of Tax and Accounting Policies
57 Compensation Committee Report
58 Executive Compensation Tables
58 Summary Compensation Table
59 Grants of Plan-Based Awards
60 Outstanding Equity Awards at Fiscal Year End
62 Option Exercises and Stock Vested
62 Pension Benefits
62 Nonqualified Deferred Compensation
63 Potential Payments Upon Termination or Change in Control
65 Pay Ratio Disclosure
65 Methodology
66
Proposal 3 – Ratification of the Selection of Independent Auditors
67 Selection of Independent Auditors
67 Independent Auditors’ Fees and Services
67 Pre-Approval Policy
68 Audit Committee Report for the Fiscal Year Ended December 26, 2020
70 Other Information
70 Information Regarding the Annual Meeting
77 Stockholder Proposals
78 Other Matters

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Proxy Statement Summary
This summary highlights information contained elsewhere in this Proxy Statement. This is not a complete description, and you should read the entire Proxy Statement carefully before voting.
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About The Kraft Heinz Company
At The Kraft Heinz Company (“Kraft Heinz,” “we,” “our,” “us,” or the “Company”), we are committed to growing our iconic and emerging food and beverage brands on a global scale, inspired by our Purpose, Let’s Make Life Delicious.
Our People
We are driven by our Vision, To sustainably grow by delighting more consumers globally. We recognize that a strong company culture is vital to our success and to fulfilling our Vision. Our Values are We are consumer obsessed, We dare to do better every day, We champion great people, We demand diversity, We do the right thing, and We own it, and they are the foundation upon which our culture is built. They represent the expectations we have for ourselves and the environment we aspire to create for our Company.
We invest in attracting, developing, and retaining diverse, world-class talent and creating an engaging and inclusive culture that embodies our Purpose, Vision, and Values. In 2020:
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We had approximately 38,000 employees globally, as of December 26, 2020
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We were named to Forbes’ World’s Best Employers 2020 list
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We achieved a perfect score on the Corporate Equality Index, which rates corporate policies and practices for LGBTQ inclusion
We have committed to posting our consolidated EEO-1 report on our website within 120 days of our submission in 2021 and within 60 days of submission in future years.
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Proxy Statement Summary
Our Consumer-Driven Product Platform Strategy
We leverage our scale and agility to unleash the full power of Kraft Heinz across a portfolio of six consumer-driven product platforms to drive growth.
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Our Commitment to Sustainable Growth
As global citizens, we are dedicated to making a sustainable, ethical impact while helping feed the world in healthy, responsible ways. In support of our Vision, To sustainably grow by delighting more consumers globally, we are committed to responsible, sustainable practices extending to each facet of our business. Our Environmental Social Governance (“ESG”) strategy prioritizes the issues that matter most to our business, our stockholders, and other stakeholders, through three key pillars:
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Environmental Stewardship
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Responsible Sourcing
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Healthy Living and Community Support
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Reduce our operational environmental footprint through water conservation, energy use, and waste reduction across our manufacturing facilities
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Incorporate sustainable packaging into our products—we aim to make 100% recyclable, reusable, or compostable packaging by 2025
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Expand our solar footprint globally, including procuring a majority of electricity for our operations from renewable sources by 2025
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Promote responsible sourcing with a focus on areas such as human rights, deforestation, animal welfare, and sustainable agriculture
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Purchase 100% cage-free eggs globally by 2025, building on our achievement of 100% free-range eggs purchased in Europe by 2020
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Procure 100% sustainable and traceable palm oil to the mill by 2022, building on our achievement of 100% certified sustainable palm oil sourced from direct suppliers
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Identify and meet nutrient targets, with a focus on limiting sugar, sodium, artificial flavors, colors, preservatives, saturated fat, and calories while offering alternative ingredient choices
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Expand global nutrition guidelines focused on improving health and wellness attributes
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Further our philanthropic mission to fight global hunger, including through the Kraft Heinz Micronutrient Campaign and our commitment to provide 1.5 billion meals to those in need by 2025
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Proxy Statement Summary
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SUPPORT OUR SUSTAINABILITY EFFORTS
— CHOOSE ELECTRONIC DELIVERY
We encourage our stockholders to elect to receive future proxy materials electronically by e-mail to support our sustainability efforts. To enroll, use one of the methods at right, and make sure to have your Notice, proxy card, or voting instruction form available.
Registered Holders
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By Internet
www.proxyvote.com
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By
Phone
1-800-579-1639
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By
Email
sendmaterial@proxyvote.com
Send a blank e-mail with your control number in the subject line.
Beneficial Holders
Contact your bank, broker, or other nominee.
2020 Performance Highlights
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*
Non-GAAP financial measure. These measures are not substitutes for their comparable financial measures prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and should be viewed in addition to, and not as an alternative for, GAAP results.
For a more detailed discussion of our financial performance, including reconciliations of our non-GAAP measures to the comparable GAAP measures, see pages 41-43 of our Annual Report on Form 10-K for the year ended December 26, 2020 (the “2020 Annual Report”).
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Proxy Statement Summary
2021 Annual Meeting
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When
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Voting
11:00 a.m. Eastern Time on
Thursday, May 6, 2021
Stockholders as of the Record Date are entitled to one vote per share on each matter to be voted upon at the 2021 Annual Meeting of Stockholders (the “Annual Meeting”)
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Where
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Access
Live webcast at www.virtualshareholdermeeting.com/KHC2021
To access the live webcast Annual Meeting, visit
www.virtualshareholdermeeting.com/KHC2021. To participate in the Annual Meeting, vote your shares electronically, and submit questions, you will need the control number included on your Notice of Internet Availability of Proxy Materials (“Notice”), proxy card, or the instructions that accompanied your proxy materials, or otherwise provided by your bank, broker, or other nominee. For additional information, see Question 17 on page 75.
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Record Date
March 8, 2021 (the “Record Date”)
Voting Matters and Vote Recommendations
Proposal
Board Recommendation
More Information
1
Election of Directors
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FOR all nominees
Page 10
2
Advisory Vote to Approve Executive Compensation
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FOR
Page 41
3
Ratification of the Selection of PricewaterhouseCoopers LLP
as Our Independent Auditors for 2021
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FOR
Page 66
How to Vote
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Internet
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Telephone
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Mail
Visit the website listed on your proxy card, Notice, or voting instruction form.
Call the telephone number listed on your proxy card, Notice, or voting instruction form.
Complete, sign, date, and return your proxy card in the envelope enclosed with the physical copy of your proxy materials.
For additional information, see Question 4 on page 71.
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Proxy Statement Summary
Board of Directors
You are being asked to vote on the following 11 nominees for director. The Board believes that the 2021 nominees possess the appropriate mix of skills, qualifications, and expertise to effectively guide, oversee, and challenge management in the execution of our strategy. Collectively, the nominees represent diverse views, experiences, and backgrounds. The following tables provide summary information regarding our director nominees. For more detailed information, see Proposal 1 – Election of Directors beginning on page 10.
Name and
Current Position
Age
Director
Since
Other Current
Public
Company
Boards
Independent
Kraft Heinz Committee Membership
Audit
Compensation
Governance
Ops &
Strategy
Alexandre Behring
Chairman
Founding Partner, Managing Partner, and Board Member, 3G Capital
54
2015
1
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John T. Cahill
Vice Chairman
Former Chairman and Chief Executive Officer, Kraft Foods Group, Inc.
63
2015
2
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John C. Pope
Lead Director
Chairman, PFI Group, LLC
71
2015
3
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Gregory E. Abel
Vice Chairman, Non-Insurance Business Operations and Director, Berkshire Hathaway Inc.
58
2015
1
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João M. Castro-Neves
Partner, 3G Capital
53
2019
1
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Lori Dickerson Fouché
Former Senior Executive Vice President and Chief Executive Officer of TIAA Financial Solutions, TIAA
51
Nominee
None
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Timothy Kenesey
President and Chief Executive
Officer, MedPro Group, Inc.
53
2020
None
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Elio Leoni Sceti
Co-Founder, Chief Crafter, and Chairman, The Craftory
55
2020
2
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Susan Mulder
Chief Executive Officer, Nic &
Zoe Co.
50
2020
1
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Miguel Patricio
Chief Executive Officer, Kraft Heinz
54
Nominee
None
Alexandre Van Damme
Former Executive Officer,
Anheuser-Busch InBev
59
2018
1
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The Kraft Heinz Company 2021 Proxy Statement|5

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Proxy Statement Summary
Diverse Representation and Balanced Age and Tenure
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Broad Range of Skills, Expertise, and Experience
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For more information, including a skills matrix for our director nominees, see Proposal 1 – Election of Directors—Director Qualifications beginning on page 10.
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Proxy Statement Summary
Corporate Governance Strengths
Independence
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9 of 11 independent director nominees
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Independent Board Chairman
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Independent Lead Director
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Regular executive sessions of independent directors
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Three fully independent Board committees: Audit, Compensation, and Nominating and Corporate Governance
Accountability
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Annual election of directors
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Simple majority voting standard in uncontested elections
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One class of voting stock
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Special meetings of the Board can be called by the Chief Executive Officer, Chairman, Vice Chairman, majority of directors, or Chair of any Committee with the support of at least two other directors
Evaluation and Effectiveness
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Annual Board and Committee self-evaluations
Refreshment and Diversity
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36% of director nominees identify as racially or ethnically diverse and 18% identify as gender diverse
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Average age of director nominees is 56 years
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Balance of new and experienced directors, with 3 new directors added in 2020, 2 new director nominees for election at the Annual Meeting, and average tenure of 2.7 years for director nominees
Engagement
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Our current directors attended an average of 99% of Board and Committee meetings in 2020
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Overboarding policy helps ensure Board members can devote sufficient time to Kraft Heinz
Alignment with Stockholder Interests
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Executive officer and independent director stock ownership requirements
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Double-trigger cash severance
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Proactive year-round engagement with stockholders
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No poison pill
Compensation Policies
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Clawback policy
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Anti-hedging policy
Stockholder Rights
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Annual say-on-pay advisory votes
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Call a special meeting at a 20% threshold
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Act by written consent
Executive Compensation Highlights
We ask our stockholders annually to vote to approve, on an advisory (non-binding) basis, the compensation of our Named Executive Officers (“NEOs”). Our Board of Directors (“Board”), primarily through the Compensation Committee, defines and oversees our executive compensation program, which is based on a pay-for-performance philosophy and designed to accomplish the following goals:
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As described in further detail in the CD&A below, consistent with these goals, our compensation program has been designed with a view toward linking a significant portion of each NEO’s compensation to his or her individual performance and Kraft Heinz’s performance over both short- and long-term periods. Please read Compensation Discussion and Analysis beginning on page 42 and the related Executive Compensation Tables beginning on page 58 for additional details about our executive compensation program, including information about our NEOs’ compensation for our 2020 fiscal year.
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Proxy Statement Summary
2020 Target Compensation Mix
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(1)
Equity award values for Mr. Patricio reflect the pro-rata 2020 value of his sign-on new hire awards granted in August 2019 and annualized over the vesting period of each award (three or four years).
(2)
Equity award values for Mr. Abrams-Rivera reflect the pro-rata 2020 value of his sign-on new hire awards granted in March 2020 and annualized over four years.
Compensation Program Best Practices
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What We Do
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What We Do NOT Do
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Link what we pay our NEOs to our short- and long-term performance
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Base pay increases on merit
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Maintain stock ownership requirements to align executives’ interests with those of stockholders
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Maintain a clawback policy covering both cash and equity
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Use double-trigger change in control provisions
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Compensation Committee comprised of 100% independent directors
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Engage an outside consultant for risk assessment of our executive and broad-based annual compensation programs
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Proactively engage with stockholders year-round regarding executive compensation
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No excessive risk taking that would threaten the reputation or sustainability of Kraft Heinz
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No excise tax gross-ups
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No guaranteed salary increases or bonuses
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No single-trigger change in control provisions
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No short-selling Kraft Heinz securities, transacting in puts, calls, or other derivatives on Kraft Heinz securities or hedging transactions on Kraft Heinz securities without prior approval from the Corporate Secretary
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No holding Kraft Heinz securities in a margin account or pledging Kraft Heinz securities as collateral for a loan without advance written notice to the Corporate Secretary
For more detailed information, see Compensation Discussion and Analysis beginning on page 42.
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Proxy Statement Summary
Recent Compensation Program Changes in Response to Stockholder Feedback
The Compensation Committee continually evaluates our executive compensation programs and structure to enable us to attract, retain, and incentivize our NEOs and align compensation with individual and Company performance, consistent with our strategy and culture of meritocracy. In 2020, we refined our compensation programs, to be effective in 2021.
Key Theme
of Stockholder
Feedback
Action Taken
Equity Mix
Increased representation of performance shares

Increased percentage of Performance Share Units (“PSUs”) for annual and merit/​retention awards
o
Annual Awards
Changed from 100% Restricted Stock Units (“RSUs”) to 40% PSUs, 40% RSUs, and 20% stock options
o
Merit/Retention Awards
Changed from 50% PSUs and 50% RSUs to 60% PSUs and 40% RSUs
Vesting
Three-year vesting period

Lengthened vesting periods for all equity awards
o
Annual Awards
Changed from 50% vesting on second anniversary and 50% on third anniversary to 100% on third anniversary
o
Merit/Retention Awards
Changed from 50% vesting on second anniversary, 25% on third anniversary, and 25% on fourth anniversary to 75% on third anniversary and 25% on fourth anniversary
PSU Metrics
Use/inclusion of relative total stockholder return (“TSR”)

Added TSR element for annual and merit/retention awards
o
Annual Awards
PSUs added in the annual award mix, with three-year relative TSR
o
Merit/Retention Awards
Changed performance metric to three-year relative TSR
PSU Performance
Period
Three-year
performance period

Added three-year performance period for annual and merit/retention awards
o
Annual Awards
PSUs added in the annual award mix, with three-year performance period
o
Merit/Retention Awards
Changed from two-year to three-year performance period
Auditors
PricewaterhouseCoopers LLP (“PwC”) has served as our independent auditors since 2015 and served as independent auditors to Heinz and its predecessors prior to the Kraft Heinz Merger since 1979. We are asking our stockholders to ratify the selection of PwC as our independent auditors for the fiscal year ending December 25, 2021. For additional information, see Proposal 3 – Ratification of the Selection of Independent Auditors beginning on page 66.
The Kraft Heinz Company 2021 Proxy Statement|9

TABLE OF CONTENTS
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Proposal 1 – Election of Directors
At the recommendation of the Nominating and Corporate Governance Committee (the “Governance Committee”), the Board has nominated the following 11 directors for election at the Annual Meeting. If elected, the directors will serve for a one-year term expiring at the 2022 Annual Meeting of Stockholders or until their successors have been duly elected and qualified or until their earlier death, resignation, disqualification, or removal. Nine of the director nominees are current directors, elected by Kraft Heinz stockholders at our 2020 Annual Meeting of Stockholders. The Board is also nominating two new director nominees for election at the Annual Meeting: Lori Dickerson Fouché and Miguel Patricio, our Chief Executive Officer. Jorge Paulo Lemann and George Zoghbi are not standing for re-election at the Annual Meeting, and as a result, will step down from the Board effective upon the election of directors at the Annual Meeting.
Each of the director nominees included in this Proxy Statement has consented to being named as a nominee and has accepted the nomination and agreed to serve as a director if elected by our stockholders. The Board believes that each nominee will be able and willing to serve if elected as a director. However, if any nominee becomes unable or unwilling to serve between the date of this Proxy Statement and the Annual Meeting, the Board may designate a new nominee, and the persons named as proxy holders may vote for the substitute nominee. Alternatively, the Board may reduce the size of the Board.
Director Qualifications
The Governance Committee works with the Board to determine the appropriate mix of characteristics, skills, and experience for the Board as a whole and for individual directors, including to help meet specific Board needs. The Governance Committee takes into account many factors with the objective of recruiting and recommending a slate of directors that can best perpetuate Kraft Heinz’s success and represent stockholder interests through the exercise of sound judgment, using its diversity of experience. These factors include:
Factors
Considerations
Skills, Expertise,
and Experience

The Governance Committee seeks director nominees with a mix of professional expertise and educational backgrounds to establish and maintain a Board that is strong in its collective knowledge. The Governance Committee considers nominees’ general understanding of the varied disciplines relevant to the success of a large, publicly traded company in today’s business environment, including:
o
manufacturing
o
marketing
o
technology
o
finance
o
accounting
o
understanding of Kraft Heinz’s businesses and markets
Diversity

Although the Board does not have a specific diversity policy, the Governance Committee believes that diversity offers a significant benefit to the Board and Kraft Heinz, as varying viewpoints contribute to a more informed and effective decision-making process. The Governance Committee actively seeks to achieve a diversity of occupational and personal backgrounds on the Board, including diversity with respect to gender, race, ethnic and national background, geography, age, and sexual orientation, and evaluates each individual nominee and director in the context of the Board as a whole.

This year, 36% of our director nominees identify as racially or ethnically diverse, 18% identify as gender diverse, and the average age of our director nominees is 56 years.
Commitment

The Governance Committee considers a director nominee’s ability to devote sufficient time and effort to fulfill his or her Board responsibilities, taking into account the individual’s other commitments.

In addition, in determining whether to recommend a director for re-election, the Governance Committee considers the director’s attendance at Board and Committee meetings and participation in, and contributions to, Board and Committee activities.

Our 2021 director nominees currently sit on an average of approximately 1.09 other public company boards. And, our current directors attended an average of 99% of Board and Committee meetings in 2020.
Independence

The Board considers whether a nominee meets various independence requirements applicable to our directors, including whether a nominee’s service on boards and committees of other organizations is consistent with our conflicts of interest policy. Nine of our 11 director nominees are independent.
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TABLE OF CONTENTS
Proposal 1 – Election of Directors
Factors
Considerations
Tenure and Refreshment

The Board considers the mix of experience on the Board to balance leadership continuity and a sound understanding of our business and strategy with new perspectives that challenge us and push our continual growth.

We have added six new directors to our Board since 2018, including three in 2020, and the Board has nominated two new directors for election at the Annual Meeting.

The average tenure of our director nominees is 2.7 years.
The Board has carefully considered whether the slate of director nominees, individually and as a whole, fulfills these objectives for Board composition. All the director nominees satisfy the criteria set forth in our Corporate Governance Guidelines. The director nominees collectively have the key skills, expertise, and experience set forth in the matrix below.
Additionally, the director nominee biographies that follow summarize the key experience and expertise each director nominee brings to the Kraft Heinz Board. The Board believes the director nominees are highly qualified and collectively have a mix of skills and qualifications to provide leadership, counsel, and oversight to the Company and management to advance our strategy and growth and deliver long-term value to our stockholders.
Skills and Experience
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Director Nominees
Audit
CPG
Disruptive /
Digital
Financial
International
Legal /
Regulatory
Marketing /
Sales
Operations
Public
Company
Leadership
Strategic /
M&A
Alexandre Behring
Chairman
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John T. Cahill
Vice Chairman
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John C. Pope
Lead Director
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Gregory E. Abel
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João M. Castro-Neves
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Lori Dickerson Fouché
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Timothy Kenesey
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Elio Leoni Sceti
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Susan Mulder
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Miguel Patricio
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Alexandre Van Damme
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Number of
Directors
7 8 3 9 8 4 5 9 7 11
% of Board
64% 73% 27% 82% 73% 36% 46% 82% 64% 100%
For additional information regarding certain voting arrangements with respect to certain director nominees affiliated with Berkshire Hathaway Inc. (“Berkshire Hathaway”) and 3G Global Food Holdings, LP (“3G Global Food Holdings” and, together with its affiliates, “3G Capital”), see below under Corporate Governance and Board Matters—Related Person Transactions—Shareholders’ Agreement beginning on page 21.
The Kraft Heinz Company 2021 Proxy Statement|11

TABLE OF CONTENTS
Proposal 1 – Election of Directors
Director Nominees
ALEXANDRE BEHRING
Chairman
Mr. Behring’s extensive leadership experience in developing and operating both public and private companies brings an important perspective and ability to lead and motivate. His particular qualifications and operational, financial, logistics, and strategic skills strengthen the Board’s collective knowledge and capabilities.
Experience
Mr. Behring has served on our Board as Chairman since July 2015 and previously served as Chairman of the Heinz board from June 2013 to July 2015. He is a Founding Partner and has been Managing Partner and a board member of 3G Capital, a global investment firm, since 2004. Mr. Behring also has served as the Chairman of the board of Restaurant Brands International Inc. (“RBI”), the parent company of Burger King, Popeyes, and Tim Hortons, quick service restaurant companies, since December 2014. Previously, he served on the Board of Directors of Burger King Worldwide, Inc. and its predecessor as Chairman from October 2010 until December 2014. Mr. Behring also served as a director of Anheuser-Busch InBev SA/NV (“AB InBev”), a multinational drink and brewing holdings company, from April 2014 to April 2019. Previously, Mr. Behring spent 10 years at GP Investments, including eight years as a partner and member of the firm’s Investment Committee. He served for seven years, from 1998 through 2004, as Chief Executive Officer of America Latina Logistica (“ALL”), one of Latin America’s largest railroad and logistics companies. He served as a director of ALL until December 2011. From July 2008 to May 2011, Mr. Behring served as a director of CSX Corporation, a U.S. rail-based transportation company.
[MISSING IMAGE: tm213761d1-icon_tickblupn.gif]Independent
Age 54
Director since 2015
Committees
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Compensation
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Governance (Chair)
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Operations and Strategy
Other Current Public Company Boards 1
JOHN T. CAHILL
Vice-Chairman
Mr. Cahill has extensive experience in the food and beverage industry, having served as Chairman and Chief Executive Officer of Kraft and in various key roles at other food and beverage companies. He brings global leadership, operating, marketing and product development experience, as well as insight into corporate governance, accounting, and financial subjects.
Experience
Mr. Cahill has served on our Board as Vice Chairman since July 2015, prior to which he served as Chairman and Chief Executive Officer of Kraft since December 2014. He previously served as Kraft’s non-executive Chairman from March 2014 to December 2014. Prior to that, Mr. Cahill served as Kraft’s Executive Chairman since October 2012. Mr. Cahill joined Mondelēz International, Inc. (“Mondelēz International”), a food and beverage company and Kraft’s former parent, in January 2012 as the Executive Chairman Designate, North American Grocery, and served in that capacity until the spin-off of Kraft from Mondelēz International in October 2012. Prior to that, he served as an Industrial Partner at Ripplewood Holdings LLC, a private equity firm, from 2008 to 2011. Mr. Cahill spent nine years with The Pepsi Bottling Group, Inc., a beverage manufacturing company, most recently as Chairman and Chief Executive Officer from 2003 to 2006 and Executive Chairman until 2007. Mr. Cahill previously spent nine years with PepsiCo, Inc., a food and beverage company, in a variety of leadership positions. He currently serves as lead independent director of American Airlines Group and is also a director at Colgate-Palmolive Company and a former director of Kraft and Legg Mason, Inc.
Age 63
Director since 2015
Committees
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Operations and Strategy (Chair)
Other Current Public Company Boards 2
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TABLE OF CONTENTS
Proposal 1 – Election of Directors
JOHN C. POPE
Lead Director
Mr. Pope has served as Chairman of a financial management firm and in several key leadership roles at global companies, including as Chief Financial Officer. Combined with his experience as an audit committee member of several public companies, Mr. Pope brings accounting and financial expertise, as well as leadership, operating, marketing, and international experience.
Experience
Mr. Pope has served on our Board since July 2015 and as Lead Director since January 2021. He previously served on the Kraft Board of Directors from August 2012 to July 2015. He has served as Chairman of PFI Group, LLC, a financial management firm, since 1994. Mr. Pope also has served as Chairman of the board of R. R. Donnelley & Sons Company, a marketing and business communication company, since May 2014, and from November 2004 to December 2011, he served as Chairman of the board of Waste Management, Inc., a provider of comprehensive waste management services. Mr. Pope also served as Chairman of the board of MotivePower Industries, Inc., a manufacturer and remanufacturer of locomotives and locomotive components, from December 1995 to November 1999. Prior to joining MotivePower Industries, Inc., Mr. Pope also served in various capacities at United Airlines, a U.S.-based airline, and its parent, UAL Corporation, including as Director, Vice Chairman, President, Chief Operating Officer, Chief Financial Officer, and Executive Vice President, Marketing and Finance. Mr. Pope is currently Chairman of the board of R. R. Donnelley & Sons Company and a director of Talgo S.A., a railcar manufacturer, and Waste Management, Inc. Mr. Pope was formerly a director of Con-way, Inc., Dollar Thrifty Automotive Group, Inc., Kraft, Mondelēz International, and Navistar International Corporation.
[MISSING IMAGE: tm213761d1-icon_tickblupn.gif]Independent
Age 71
Director since 2015
Committees
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Audit (Chair)
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Compensation
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Governance
Other Current Public Company Boards 3
GREGORY E. ABEL
Mr. Abel has experience as chief executive officer and director of multiple energy companies. Due to his service as a director in a highly regulated industry and his management experience, he provides the Board with strong regulatory and operational skills, including international experience.
Experience
Mr. Abel has served on our Board since July 2015 and previously served on the Heinz board from June 2013 to July 2015. Since January 2018, he has served as Vice Chairman, Non-Insurance Operations and Director of Berkshire Hathaway Inc., a diversified holding company. Mr. Abel is Chairman of the board of Berkshire Hathaway Energy Company. He previously served as Chief Executive Officer and President since 2008 and 1998, respectively. Berkshire Hathaway Energy Company is a diversified global holding company that owns subsidiaries principally engaged in energy businesses in the United States, Canada, Great Britain, and the Philippines. Mr. Abel serves as Director and Vice Chairman of Associated Electric & Gas Insurance Services, Inc., a managing general agent for a mutual insurance company, and as a director for AEGIS London, which operated AEGIS’ Syndicate 1225 at Lloyd’s of London.
[MISSING IMAGE: tm213761d1-icon_tickblupn.gif]Independent
Age 58
Director since 2015
Committees
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Operations and Strategy
Other Current Public Company Boards 1
JOÃO M. CASTRO−NEVES
The Board elected Mr. Castro-Neves because of his extensive experience in the consumer goods industry in his various positions with AB InBev as well as his public company directorship experience at RBI. In addition, when electing him, the Board considered his knowledge of strategy, finance, operations, mergers and acquisitions, and business development.
Experience
Mr. Castro-Neves has served on our Board since June 2019. He has been a partner with 3G Capital since July 2018. Previously, Mr. Castro-Neves served as Chief Executive Officer of Anheuser-Busch, the North American unit of AB InBev, and Zone President, North America of AB InBev from January 2015 until December 2017. Mr. Castro-Neves joined Companhia de Bebidas das Americas S.A. (“Ambev”), a predecessor of AB InBev, in 1996 and served in positions of increasing responsibility, including Chief Financial Officer from January 2005 until December 2006 and Chief Executive Officer from January 2009 until December 2014. He also served as Chief Executive Officer of Quilmes Industrial S.A., a subsidiary of Ambev based in Argentina, from January 2007 until December 2008. Mr. Castro-Neves is also a director of RBI.
[MISSING IMAGE: tm213761d1-icon_tickblupn.gif]Independent
Age 53
Director since 2019
Committees
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Compensation (Chair)
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Governance
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Operations and Strategy
Other Current Public Company Boards 1
The Kraft Heinz Company 2021 Proxy Statement|13

TABLE OF CONTENTS
Proposal 1 – Election of Directors
LORI DICKERSON FOUCHÉ
Ms. Fouché has more than 25 years of experience in the financial services industry, including multiple executive roles. The Board believes she brings seasoned financial expertise as well as valuable leadership, operating, and marketing experience.
Experience
Ms. Fouché served as Senior Executive Vice President and Advisor to the Chief Executive Officer for TIAA, a financial services firm, from June 2020 to December 2020. Prior to that role, she served at TIAA as Senior Executive Vice President and Chief Executive Officer of TIAA Financial Solutions from August 2018 to June 2020. From 2013 to August 2018, Ms. Fouché held various roles at Prudential Financial, Inc. (“Prudential”), a financial services firm, including most recently as Group Head of Individual Solutions, responsible for Annuities, Individual Life Insurance, and Prudential Advisors from July 2017 to August 2018, President of Prudential Annuities from February 2015 to July 2017, and Chief Executive Officer of Prudential Group Insurance from February 2014 to February 2015. Prior to her roles at Prudential, she was President and Chief Executive Officer of Fireman’s Fund Insurance Company (“Fireman’s Fund”), held various other senior roles with Fireman’s Fund and Chubb & Son, Inc. (now Chubb Ltd.), an insurance company, and was a principal at The Parthenon Group LLC (now EY-Parthenon), a strategy consulting firm.
[MISSING IMAGE: tm213761d1-icon_tickblupn.gif]Independent
Age 51
New director nominee
Committees
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Audit*
*
If elected, the Board expects to appoint Ms. Fouché to the Committee.
Other Current Public Company Boards None
TIMOTHY KENESEY
Mr. Kenesey has experience as a chief executive officer and a director of multiple companies. He brings important insights into creating long-term profitable growth, operational excellence, mergers and acquisitions, and risk management. As a former attorney and CPA, he also brings legal, regulatory, and financial reporting insights to our Board.
Experience
Mr. Kenesey has served on our Board since January 2020. He is President and Chief Executive Officer of Berkshire Hathaway’s MedPro Group, the nation’s largest healthcare liability insurance company, where he has served since 2001. Mr. Kenesey has also served as the Chairman of Fechheimer Brothers, a Berkshire Hathaway public safety uniform and apparel company, since 2007, and the chairman of other smaller Berkshire Hathaway insurance subsidiaries. Mr. Kenesey previously held leadership roles at General Electric Company, including Senior Vice President at GE Insurance during 2000 and Manager Global Business Development at GE Healthcare from 1998 to 1999. Prior to that, Mr. Kenesey was a Mergers & Acquisitions attorney at Sidley Austin from 1993 to 1997 and an accountant at KPMG from 1989 to 1990.
[MISSING IMAGE: tm213761d1-icon_tickblupn.gif]Independent
Age 53
Director since 2020
Committees
[MISSING IMAGE: tm213761d1-icon_compenpn.gif]
Compensation
Other Current Public Company Boards None
ELIO LEONI SCETI
Mr. Leoni Sceti has over 30 years of experience in the consumer goods and media sectors coupled with extensive global leadership experience in operations, marketing, product development, and disruptive and digital areas. In addition, when nominating him, the Board considered his knowledge of corporate governance, finance, and mergers and acquisitions.
Experience
Mr. Leoni Sceti has served on our Board since May 2020. He is the Co-Founder, Chief Crafter and Chairman of The Craftory, a global investment house for purpose-driven CPG challenger brands, a role he has held since May 2018. From May 2015 to May 2018, Mr. Leoni Sceti was an active investor and advisor in early stage tech companies. Previous to that, he served as CEO of Iglo Group, a frozen food company whose brands include Birds Eye, Findus, and Iglo from May 2013 until May 2015, when the company was sold to Nomad Foods. Prior to that, Mr. Leoni Sceti was CEO of EMI Music from 2008 to 2010 and previous to that he held senior leadership roles at Procter & Gamble and then at Reckitt Benckiser, where he served as CMO, Global Head of Innovation and then Head of the European operations. Mr. Leoni Sceti is also a Trustee and a Counsellor of One Young World, a forum for young leaders from over 190 countries, and chairman of the UK Board of Room to Read, a charity promoting education and gender equality. Mr. Leoni Sceti serves as Chairman of LSG Holdings Limited and currently serves as a director of Barry Callebaut AG and AB InBev.
[MISSING IMAGE: tm213761d1-icon_tickblupn.gif]Independent
Age 55
Director since 2020
Committees
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Audit
[MISSING IMAGE: tm213761d1-icon_horsepn.gif]
Operations and Strategy
Other Current Public Company Boards 2
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TABLE OF CONTENTS
Proposal 1 – Election of Directors
SUSAN MULDER
Ms. Mulder has over 20 years of experience in the consumer goods and retail sectors as well as direct-to-consumer e-commerce leadership experience. When nominating her, the Board considered her knowledge of corporate governance and finance.
Experience
Ms. Mulder has served on our Board since May 2020. She is the Chief Executive Officer of Nic & Zoe Co., a privately held woman’s apparel company, a role she has held since April 2012. Ms. Mulder is also a director of Nic & Zoe Co. Prior to joining Nic & Zoe Co., Ms. Mulder was a Senior Partner with McKinsey & Company where she was a leader in the retail and consumer practice for over 10 years specializing in marketing and organization. Ms. Mulder is also a member of the Board of Overseers of Boston Children’s Hospital. Ms. Mulder currently serves as a director of Sally Beauty Holdings, Inc.
[MISSING IMAGE: tm213761d1-icon_tickblupn.gif]Independent
Age 50
Director since 2020
Committees
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Audit
[MISSING IMAGE: tm213761d1-icon_governpn.gif]
Governance
Other Current Public Company Boards 1
MIGUEL PATRICIO
Mr. Patricio is a proven business leader with a distinguished track record of building consumer brands. He has over 25 years of consumer goods experience and was selected to serve on the Board because of the unique perspective and experience he brings as our Chief Executive Officer.
Experience
Miguel Patricio has been our Chief Executive Officer since June 2019. Mr. Patricio previously served as Chief of Special Global Projects-Marketing at AB InBev from January 2019 to June 2019. Prior to that, he served as the Chief Marketing Officer at AB InBev since 2012. Prior to his role as Chief Marketing Officer, Mr. Patricio served in various roles for AB InBev and its predecessor Ambev since joining Ambev in 1998, including as AB InBev’s Zone President Asia Pacific, Zone President North America, Vice President Marketing of North America, and Vice President Marketing. Mr. Patricio has also previously held several senior positions across the Americas at Philip Morris, The Coca-Cola Company, and Johnson & Johnson.
Age 54
New director nominee
Committees
None
Other Current Public Company Boards None
ALEXANDRE VAN DAMME
Mr. Van Damme’s long-term leadership at a large brewing company that is a major consumer brand gives him valuable expertise in business development, supply chain management, marketing, finance, risk assessment, and strategy.
Experience
Mr. Van Damme has served on our Board since April 2018 and has served as a member of the board of RBI since December 2014 and until April 2020. He previously served on the board of Burger King Worldwide, Inc. and its predecessor from December 2011 to December 2014. Mr. Van Damme has served as a member of the board of AB InBev since 1992. He held various operational positions within Interbrew, a large Belgian-based brewing company until 1991. Mr. Van Damme was also a board member of Jacobs Douwe Egberts B.V., a global coffee and tea company, and Keurig Green Mountain through May 2018.
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Independent
Age 59
Director since 2018
Committees
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Governance
Other Current Public Company Boards 1
Recommendation
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The Board recommends that stockholders vote FOR each of the director nominees named for election in this Proxy Statement.
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Corporate Governance and Board Matters
The Board is responsible for fostering our long-term success consistent with its responsibility to Kraft Heinz and our stockholders. The Board believes that strong corporate governance is essential to our success and the Board’s fulfillment of its responsibilities of oversight and guidance. We have adopted a number of corporate governance practices to promote and enhance the Board’s independent leadership, accountability, and oversight.
Corporate Governance Guidelines
The Board has adopted Corporate Governance Guidelines (the “Corporate Governance Guidelines”) that articulate our governance philosophy, practices, and key policies, including:

the Board’s role, responsibilities, and structure

the establishment and responsibilities of the Committees of the Board

executive and director performance evaluations

succession planning

environmental, social, and governance
The Governance Committee reviews the Corporate Governance Guidelines annually and recommends any changes to the Board.
Codes of Conduct
Code of Business Conduct and Ethics for Non-Employee Directors
We have a Code of Business Conduct and Ethics for Non-Employee Directors (the “Director Code of Conduct”) that is designed to deter wrongdoing and to promote:

honest and ethical conduct

due care, diligence, and loyalty

confidentiality of our proprietary information

compliance with applicable laws, rules, and regulations, including insider trading compliance

accountability for adherence to the Director Code of Conduct

prompt internal reporting of violations
Annually, each non-employee director acknowledges in writing that he or she received, reviewed, and understands the Director Code of Conduct. Our Director Code of Conduct is available on our website as provided under Corporate Governance Materials Available on Our Website on page 17. We will also disclose amendments to, and waivers granted to directors in accordance with, our Director Code of Conduct, as required, on our website.
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Employee Code of Conduct
We have an Employee Code of Conduct (the “Employee Code of Conduct”) that reflects our values and:

includes employee policies regarding ethical and legal practices relevant to our business

contains important rules our employees must follow when conducting business to promote compliance and integrity

encourages reporting of wrongdoing by offering anonymous reporting options and a non-retaliation policy

is part of our global compliance and integrity program that provides support and training throughout Kraft Heinz
Our Employee Code of Conduct is available on our website as provided under Corporate Governance Materials Available on Our Website below. We will also disclose amendments to, and waivers granted to executive officers in accordance with, our Employee Code of Conduct, as required, on our website.
Corporate Governance Materials Available on Our Website
The following policies and Committee charters can be found on our website:

Corporate Governance Guidelines

Committee Charters

Director Code of Conduct

Employee Code of Conduct
To view these documents, visit ir.kraftheinzcompany.com and click on “Corporate Governance” tab.
In addition, we will promptly deliver free of charge, upon request, a copy of the Corporate Governance Guidelines, Committee Charters, Director Code of Conduct, or Employee Code of Conduct to any stockholder requesting a copy.
Requests should be directed to:
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The Kraft Heinz Company
Attention: Corporate Secretary
200 East Randolph Street
Suite 7600
Chicago, Illinois 60601
The information on our website is not, and will not be deemed to be, a part of this Proxy Statement or incorporated by reference into any of our other filings with the Securities and Exchange Commission (the “SEC”).
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Key Corporate Governance Practices
Leadership
Stockholder Interests
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Leadership Structure
We have an independent Chairman of the Board, separate from our Chief Executive Officer, as well as an independent Lead Director, unaffiliated with our significant stockholders.
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Executive Sessions
At each Board meeting, our directors meet without the Chief Executive Officer or any other members of management present to discuss issues important to Kraft Heinz, including any matters regarding management.
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Special Meetings of the Board
Our Amended and Restated By-Laws (“By-Laws”) allow the Chief Executive Officer, Chairman, Vice Chairman, majority of directors, or Chair of any Committee with the support of at least two other directors to call special meetings of the Board.
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Annual Performance Evaluations
The Governance Committee develops and oversees an annual evaluation process for the Board and all Committees of the Board.
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Director Time Commitment
We maintain a policy to help ensure Board members can devote sufficient time and energy to Kraft Heinz.
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Majority Voting in Director Elections
Our By-Laws provide that in uncontested elections director nominees must be elected by a majority of the votes cast.
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Annual Election of Directors
Our stockholders vote to elect all directors annually.
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Stock Ownership Requirements
Our stock ownership requirements are designed to align executive officers’ and directors’ interests with those of stockholders.
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Annual Say-on-Pay Votes
We solicit stockholders advisory vote on executive compensation annually.
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Proactive Year-Round Engagement with
Stockholders
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Special Meetings of Stockholders
Our By-Laws allow stockholders of record of at least 20% of the voting power of our outstanding stock to call a special meeting of stockholders.
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Stockholder Action by Written Consent
Our Second Amended and Restated Certificate of Incorporation allows stockholder action by written consent if signed by holders of not less than the minimum number of shares necessary to authorize such action at a meeting at which all shares of capital stock entitled to vote thereon were present and voted.
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Board Leadership Structure
The Board’s current leadership structure consists of a Chairman, Vice Chairman, and Lead Director.
[MISSING IMAGE: tm213761d1-icon_tickblupn.gif] INDEPENDENT CHAIRMAN
VICE CHAIRMAN
Alexandre Behring
John T. Cahill
The Chairman of the Board is responsible for facilitating a highly functioning and effective Board, providing overall leadership, and encouraging open communications.
The Vice Chairman of the Board assists the Chairman and serves at meetings at which the Chairman is not in attendance or is unable to participate in a motion.
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John C. Pope
The Lead Director:

Approves Board meeting agendas, meeting schedules, and other information sent to the Board, including to assure that there is sufficient time for discussion of all agenda items

Presides at all meetings at which the Chairman is not present, including executive sessions of the independent directors, and, as appropriate, informs the Chairman of the issues considered and decisions reached

Serves as a Board representative for consultation and direct communication with our major stockholders, as appropriate

Serves as liaison between the Chairman and the independent directors

Has the authority to call meetings of  (i) the independent directors and (ii) the directors unaffiliated with Berkshire Hathaway and 3G Capital

Is an ex officio member of all Board Committees of which he or she is not a member

Performs such other duties as the Board may from time-to-time delegate
The Board periodically evaluates our leadership structure based upon our best interests and particular circumstances at the time. The Board believes that its decision on leadership structure should be based on the particular composition of the Board, including the tenure and skill sets of the individual directors and the Board as a whole, and the needs and opportunities of Kraft Heinz over time. When determining the leadership structure that will allow the Board to effectively carry out its responsibilities and best represent our stockholders’ interests, the Board considers various factors, including our specific business and long-term strategic needs, our operating and financial performance, industry conditions, the economic and regulatory environment, Board annual self-evaluations, advantages and disadvantages of alternative leadership structures, and our corporate governance practices generally.
Effective January 2021, as part of its periodic evaluation of our leadership structure, the Board appointed Mr. Pope as independent Lead Director to help ensure continued robust independent leadership of the Board. The independent Lead Director provides an important point of contact for principal stockholders to raise issues and concerns, as well as an alternative communication channel for Board members. In nominating Mr. Pope as our independent Lead Director, the Board considered his deep understanding of our business and industry.
The Board believes the current leadership structure provides an appropriate and effective balance between deep Company and industry knowledge and strong independent oversight and serves the best interests of all our stockholders.
The Board has not adopted a formal policy regarding the need to separate or combine the offices of Chairman of the Board and Chief Executive Officer. From time to time, the Board may determine that it is appropriate to nominate members of management to the Board, including the Chief Executive Officer. Our current Chief Executive Officer is being nominated for election as a director at the Annual Meeting.
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Annual Board and Committee Evaluations
The Board believes director evaluations are a critical component of its effectiveness and continuous improvement and an essential practice of good corporate governance. The Board conducts an evaluation of its performance and effectiveness, as well as that of its four standing Committees, on an annual basis. The purpose of the evaluations is to identify ways to enhance the overall effectiveness of the Board and its Committees and to track progress. The Governance Committee is responsible for developing, recommending to the Board, and overseeing the annual self-evaluation process of the Board and each of its Committees. Each director completes an individual written assessment for the Board and each Committee on which he or she serves. The results are summarized and reported, along with any of the Governance Committee’s related recommendations, to the Board.
Independence
The Corporate Governance Guidelines require that a majority of our directors meet the independence requirements of the Nasdaq listing standards. For a director to be considered independent, the Board must affirmatively determine, after reviewing all relevant information, that a director has no direct or indirect material relationship with Kraft Heinz that would interfere with his or her exercise of independent judgment in carrying out his or her responsibilities as a director. The Board determined that, under the Nasdaq listing standards, the following director nominees are independent:

Mr. Abel

Mr. Behring

Mr. Castro-Neves

Ms. Fouché

Mr. Kenesey

Mr. Leoni Sceti

Ms. Mulder

Mr. Pope

Mr. Van Damme
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Jorge Paulo Lemann, who is not standing for re-election at the Annual Meeting; Tracy Britt Cool, who stepped down from the Board effective January 23, 2020; and Feroz Dewan and Jeanne P. Jackson, who decided not to stand for re-election at our 2020 Annual Meeting of Stockholders, were also determined to be independent during the periods they served. Mr. Cahill, the former Chief Executive Officer of Kraft and former consultant to Kraft Heinz; Mr. Patricio, our Chief Executive Officer; and Mr. Zoghbi, our former Chief Operating Officer of the U.S. Commercial business and current Advisor to Kraft Heinz’s Chief Executive Officer, who is not standing for re-election at the Annual Meeting, are not independent.
In conducting its evaluations of Mr. Abel and Mr. Kenesey, the Board considered each individual’s affiliation with Berkshire Hathaway, which held approximately 26.6% of our outstanding common stock as of March 8, 2021, and its subsidiaries. In conducting its evaluations of Mr. Behring, Mr. Castro-Neves, and Mr. Lemann, the Board considered each individual’s affiliation with 3G Capital, which held approximately 17.7% of our outstanding common stock as of March 8, 2021, and its subsidiaries. For Mr. Van Damme, the Board considered his beneficial ownership of investments in certain 3G Capital funds. Additionally, in conducting its evaluations of Mr. Behring, Mr. Castro-Neves, and Mr. Van Damme, the Board considered each individual’s service on the board of directors of RBI, a company in which 3G Capital invests and the parent company of Burger King, Popeyes, and Tim Hortons, quick service restaurant companies that purchase certain of our products and conduct certain brand sponsorship and marketing activities for us. The Board found that such affiliations and directorships were in compliance with our conflict of interest policies.
In addition, Mr. Patricio, who is being nominated for election at the Annual Meeting, invests in the 3G Special Situation Fund III (the “Fund”), which is affiliated with 3G Capital. His investment represents less than 1% of the Fund’s assets.
Director Service on Other Public Company Boards
The Board believes that service on the boards of other public companies provides directors with knowledge and experience in governance and leadership that is valuable to Kraft Heinz. The Board also recognizes that public board service requires significant time and energy and that it is critical to the success of the Company that directors have the
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ability to dedicate sufficient time and attention to their Kraft Heinz Board responsibilities. Therefore, our Corporate Governance Guidelines:

Limit directors’ service on the boards of other public companies to a number that helps enable directors to responsibly perform their duties to Kraft Heinz

Limit the number of other companies’ audit committees on which members of our Audit Committee may serve

Establish an expectation that directors consult with the Chairman and the Chair of the Governance Committee before accepting an offer to serve on another public company board or as a member of the audit committee of another public company

Require the Governance Committee to take into account the nature and extent of a director’s other commitments when determining whether it is appropriate to nominate that director for re-election

Require directors’ service on the boards and committees of other organizations to be consistent with our conflict of interest policies
As of March 8, 2021, all directors are in compliance with this policy. Our 2021 director nominees currently sit on an average of approximately 1.09 other public company boards.
Related Person Transactions
Review of Transactions with Related Persons
The Board has adopted a written policy regarding the review and, where appropriate, approval and ratification of any transaction in which Kraft Heinz is a participant, the amount involved exceeds $120,000, and any related person had, has, or will have a direct or indirect material interest. In general, related persons include our directors, executive officers, and 5% stockholders and their immediate family members.
The Governance Committee, in the course of its review and approval or ratification of a related person transaction under this policy, considers, among other things:

the commercial reasonableness of the transaction

the materiality of the related person’s direct or indirect interest in the transaction

whether the transaction may involve an actual conflict of interest or the appearance of a conflict of interest

the impact of the transaction on the related person’s independence (as defined in the Corporate Governance Guidelines and the Nasdaq listing standards)

whether the transaction would violate any provision of our Director Code of Conduct or Employee Code of Conduct
The Governance Committee approves or ratifies only those related person transactions that are fair and reasonable to Kraft Heinz and in our and our stockholders’ best interests, with any member of the Governance Committee who is a related person with respect to a transaction under review recusing himself or herself from the deliberations or decisions regarding the transaction. The Chair of the Governance Committee (or the Chair of the Audit Committee if the Chair of the Governance Committee is a related person with respect to the transaction under review) will review and approve or ratify potential related person transactions when it is not practicable or desirable to delay review of a transaction until a Governance Committee meeting and will report to the Governance Committee any transaction so approved or ratified.
Shareholders’ Agreement
In July 2015, through a series of transactions, we consummated the merger (the “Kraft Heinz Merger”) of Kraft Foods Group, Inc. (“Kraft”) with and into a wholly owned subsidiary of H.J. Heinz Holding Corporation (“Heinz”). In connection with the Kraft Heinz Merger, 3G Global Food Holdings and Berkshire Hathaway entered into a shareholders’ agreement (the “Shareholders’ Agreement”) that governs how each party and its affiliates will vote the shares of Kraft Heinz
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common stock held by them as of the date of closing of the Kraft Heinz Merger with respect to supporting certain directors that are designated by either 3G Global Food Holdings or Berkshire Hathaway.
Pursuant to the Shareholders’ Agreement, 3G Global Food Holdings agrees that for so long as Berkshire Hathaway and its affiliates collectively own shares representing at least 66% of the shares owned by them as of the consummation of the Kraft Heinz Merger (as a percentage of the voting power in the election of directors), 3G Global Food Holdings and its affiliates will vote their shares of Kraft Heinz common stock in favor of the three Kraft Heinz board nominees designated by Berkshire Hathaway (two board nominees if they own less than 66% but at least 33% of the voting power and one board nominee if they own less than 33% but at least 15% of the voting power) and will not take any action to remove such designees without Berkshire Hathaway’s consent. Similarly, Berkshire Hathaway agrees that for so long as 3G Global Food Holdings and its affiliates collectively own shares representing at least 66% of the shares owned by them as of the consummation of the Kraft Heinz Merger (based on the percentage of the voting power in the election of directors), Berkshire Hathaway and its affiliates will vote their shares of Kraft Heinz common stock in favor of the three Kraft Heinz board nominees designated by 3G Global Food Holdings (two board nominees if they own less than 66% but at least 33% of the voting power and one board nominee if they own less than 33% but at least 15% of the voting power) and will not take any action to remove such designees without 3G Global Food Holdings’ consent.
Berkshire Hathaway and 3G Capital continue to hold a significant portion of our outstanding shares. See Beneficial Ownership of Kraft Heinz Stock beginning on page 39 for further information about beneficial ownership of our stock by Berkshire Hathaway and 3G Capital.
Registration Rights Agreement
In connection with the Kraft Heinz Merger, we entered into a registration rights agreement with 3G Global Food Holdings and Berkshire Hathaway (the “Registration Rights Agreement”). Pursuant to the Registration Rights Agreement, we granted 3G Global Food Holdings and Berkshire Hathaway registration rights with respect to the shares of Kraft Heinz common stock held by them as of the date of the closing of the Kraft Heinz Merger, representing shares of Kraft Heinz common stock acquired from Heinz in connection with the Kraft Heinz Merger and/or immediately prior to the Kraft Heinz Merger pursuant to a warrant. The registration rights do not apply to shares of Kraft Heinz common stock subsequently acquired by either party. These rights include demand registration rights, shelf registration rights, and “piggyback” registration rights, as well as customary indemnification. The rights are subject to certain holdback and suspension periods. We generally will bear all fees, costs, and expenses related to registrations, other than underwriting discounts and commissions attributable to the sale of shares of Kraft Heinz common stock by 3G Global Food Holdings and Berkshire Hathaway, as applicable.
Compensation Arrangement
On September 6, 2019, the Company entered into an offer letter with Mr. Zoghbi in connection with his role as Advisor to Kraft Heinz’s Chief Executive Officer. Effective July 1, 2019, Mr. Zoghbi’s base salary was reduced from $850,000 to $400,000, and he received a one-time grant of 200,000 stock options. Mr. Zoghbi is currently eligible to receive compensation for his services as a director, including an annual stock award valued at $125,000 and an annual cash retainer of  $110,000.
Anti-Hedging and Anti-Pledging Policies
Our Insider Trading Policy limits the timing and types of transactions in Kraft Heinz securities by employees (including executive officers) and directors. Among other restrictions, the policy prohibits holding Kraft Heinz securities in a margin account or pledging Kraft Heinz securities as collateral for a loan without advance written notice to the Corporate Secretary. In addition, the policy prohibits short-selling Kraft Heinz securities, transacting in puts, calls, or other derivatives on Kraft Heinz securities, or hedging transactions on Kraft Heinz securities without prior approval from the Corporate Secretary.
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Oversight of Risk Management
We face various risks to our business, including strategic, financial, legal, regulatory, operational, accounting, and reputational risks. Identifying, managing, and mitigating our exposure to these risks and effectively overseeing the risk management process are critical to our operational decision-making and annual planning processes.
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Responding in Times of Crisis
Board Oversight in Response to COVID-19
As the COVID-19 pandemic and government and consumer responses have developed and continue to evolve, the Board has been actively engaged with management regarding the impacts on Kraft Heinz and our response and plans. The Board has received frequent updates on impacts to our employees, operations, customers, and partners and has reviewed with management the measures we have taken to protect the health, safety, and wellbeing of our employees, suppliers, and partners and maintain continuity of our operations as consumers have relied on us to provide essential food products.
To help ensure robust oversight of the rapidly changing crisis, we have also established a cross-functional crisis management response team, which includes representatives from our human resources, legal, communications, risk management, operations, and quality teams under the oversight of our Chief Executive Officer. The crisis management response team was established with the early emergence of COVID-19 in China, met daily in the initial stages of the pandemic, and has evolved to its current schedule of bi-weekly meetings. Subgroups of the crisis management team also meet bi-weekly to address critical issues, including financial, supply chain, and human resources management. In addition, we have transitioned our in-person Board meetings to virtual format to ensure continued effective functioning of the Board during the pandemic.
Building Communities and Providing Relief
As communities around the globe have struggled with the ongoing and continuously evolving impacts of the COVID-19 pandemic, our mission and responsibility to continue providing the world with food and nourishment has never been clearer. As a business, we prioritized the health, safety, and wellbeing of our employees to help ensure our ability to respond to increased and sustained consumer demands. As global citizens, we accelerated and expanded our commitments and contributions toward ending world hunger, providing more than $35 million in combined financial and product donations in 2020, including:

$12 million to help ensure access to food, including $6.6 million in cash and product donations to Feeding America, the largest domestic hunger relief organization in the United States, $1.5 million worth of product donations to impacted people in Australia and New Zealand, and additional financial and product donations in Italy, Spain, and the Netherlands

12 million breakfasts to hungry and malnourished children in disadvantaged areas in the United Kingdom, in partnership with Magic Breakfast

$1 million to support food programs and social justice organizations serving Black and African American communities most affected by COVID-19 in the United States

1 million meals and personal protective equipment (PPE) for those working on the front lines of Canadian food banks

More than 4,000 cases of Heinz infant food to families in five Chinese provinces most severely affected by COVID-19, in partnership with Babytree, one of the largest parenting websites in China
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Environmental Social Governance
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OUR VISION
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OUR VALUES
To sustainably grow by delighting
more consumers globally

We are consumer obsessed

We dare to do better every day

We champion great people

We demand diversity

We do the right thing

We own it
While we are a global company, we see ourselves as global citizens first and believe in helping to create a healthier and more sustainable environment for all of us. Guided by our Vision, To sustainably grow by delighting more consumers globally, we are actively working each day to create a company and high-quality products, made responsibly, that make us, our stockholders, and the world proud. In pursuit of our Vision and inspired by our Value We do the right thing, we strive to incorporate strong ESG approaches in every aspect of our business. In September 2020, we issued our 2020 Environmental Social Governance Report, which further details our ESG strategy, goals, and performance. For additional information, see Learn More about Kraft Heinz ESG on page 27.
Strategy and Oversight
We take a cross-functional approach to ESG that centers on continuous improvement in each part of our business. Our governance structure is designed to enable us to live our Vision and Values.
Responsibilities
Board of Directors — 
Operations and Strategy Committee

Oversees our global ESG strategy and objectives, including our activities and opportunities

Reviews all significant policies, processes, and commitments through, at minimum, an annual ESG update from management
Chief Executive Officer

Collaborates with members of the Executive Leadership Team on oversight and executional leadership on strategies

Has an annual performance goal that tracks our ESG performance
Senior Vice President, Global General Counsel, and Head of ESG and Government Affairs; Corporate Secretary

Oversees global ESG strategy, reports to the Chief Executive Officer, and collaborates with our ESG Team to establish and lead plan implementation

Has an annual performance goal that tracks our ESG performance
ESG Steering Group

Provides cross-functional, upper-level management input on ESG practices and policies

Includes representatives from our operations, manufacturing, procurement, research and development, communications, legal, government affairs, and corporate affairs teams
ESG Subcommittees

Provide high-touch engagement, track emergent issues, and drive collaboration, transparency, and continuous improvement toward initiatives

Hold monthly meetings in:
o
Product Health
o
Sustainable Agriculture
o
Responsible Sourcing
o
Sustainable Manufacturing
o
Sustainable Packaging
o
Animal Welfare
o
Corporate and Government Affairs
o
Communications
ESG Team

Enterprise-wide, cross-functional team from all levels of management

Provides input on forward-looking strategy
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Our Pillars and Framework
Our ESG strategy prioritizes the issues that matter most to our business and stakeholders and focuses on the areas where we can have the greatest impact, from responsible ingredient sourcing to expanded nutrition guidelines. Our efforts and integrated initiatives are organized under three key pillars:
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Environmental Stewardship
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Responsible Sourcing
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Healthy Living and Community Support
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Reducing our operational environmental footprint through water conservation, energy use, and waste reduction across our manufacturing facilities, as well as addressing sustainable packaging.
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Promoting sustainable sourcing methods, including areas of focus such as human rights, sustainable agriculture, deforestation, and animal welfare.
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Identifying and meeting nutrient targets for our products, with a focus on limiting sugar, sodium, saturated fat, and calories, while offering alternative ingredient choices, such as organics and plant-based ingredients, along with our philanthropic mission to fight global hunger.
To inform our ESG strategy and goal-setting, we conduct a comprehensive materiality assessment every three to five years. This assessment allows us to identify and prioritize the issues that are of greatest concern to our stakeholders and that impact the success of our business. We reevaluate these results on an ongoing basis to reflect any changes in standing on these priority issues and allow for the inclusion of new or emerging issues. Our ESG framework also reflects our ambition and work toward further integration of risk, financial, and ESG disclosures.
Key Achievements and Goals
Now
And Beyond
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Environmental Stewardship
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Installed solar systems to generate 2.6 million kilowatt hours of clean energy per year across three manufacturing sites in China
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Established circular water systems to reduce water use by 86 million gallons per year at our manufacturing site in Newberry, South Carolina
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Achieved zero-waste-to-landfill status at about 10% of Kraft Heinz global manufacturing facilities, as of the end of 2019
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Obtain majority of our procured electricity (for all facilities globally) from renewable sources by 2025
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Decrease water use by 20% at our manufacturing facilities in high-risk water areas and by 15% across all manufacturing facilities by 2025
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Decrease waste by 20% across all our manufacturing facilities by 2025
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Responsible Sourcing
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Procured 100% free-range eggs in Europe
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Achieved 100% certified sustainable palm oil sourced from direct suppliers and 99.3% traceable to the mill
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Sourced 100% fair trade certified organic and traceable coffee through our Ethical Bean brand
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Sustainably source 100% of Heinz Ketchup tomatoes by 2025 in accordance with our Sustainable Agriculture Practices
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Procure 100% sustainable and traceable palm oil, to the mill, by 2022
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Procure 100% cage-free eggs globally by 2025
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Now
And Beyond
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Healthy Living and Community Support
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Reached 76% compliance with Kraft Heinz Global Nutrition Targets, exceeding our target by 6% four years early
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Provided more than $35 million in combined financial and product donations to communities in need
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Provided 40,000 units of personal protective equipment (PPE) to hospitals and heroes on the front lines
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Achieve 85% compliance with Kraft Heinz Global Nutrition Targets by 2025
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Reduce total sugar in our products by more than 60 million pounds across our global portfolio by 2025
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Provide 1.5 billion meals to people in need by 2025
Learn More About Kraft Heinz ESG
Additional information on our ESG strategy and goals is available on our website at:
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www.kraftheinzcompany.com/esg
The information on our website is not, and will not be deemed to be, a part of this Proxy Statement or incorporated by reference into any of our other filings with the SEC.
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Corporate Governance and Board Matters
Investor Engagement
We view our relationship with stockholders as a critical component of our success. Since our 2020 Annual Meeting of Stockholders, we reached out to key investors and invited them to engage to provide their feedback and discuss their views on key issues impacting our stockholders.
Engagement Topics

Our business strategy and execution

Our COVID-19 pandemic response and crisis management

Board composition, diversity, and refreshment

Changes to our executive compensation program in response to feedback received from stockholders in connection with the 2020 say-on-pay vote

Our ESG strategy and initiatives
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*
Not including shares held by 3G Capital or Berkshire Hathaway.
Stockholder engagement informs and improves our decision-making, creating long-term value. We are committed to maintaining regular investor engagement and to incorporating stockholder input in our strategies and programs, including our executive compensation program.
2021 Executive Compensation Changes
We believe our compensation approach aligns with our strategy for creating sustainable long-term growth for the Company, consistent with sound corporate governance principles. The results on our advisory say-on-pay votes prior to 2020 demonstrated historically strong stockholder support for our executive compensation program, with support averaging over 95% from 2016 to 2018. However, in response to the lower level of support from stockholders on our 2020 advisory say-on-pay vote, executive compensation has been a critical component of our investor outreach since our 2020 Annual Meeting of Stockholders. This outreach focused on:

better understanding the concerns and perspectives of our stockholders

providing clarity on our executive compensation program in the prior year

sharing design changes for our 2021 compensation program that we believe address stockholder concerns
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Corporate Governance and Board Matters
2021 PROGRAM CHANGES
Key Theme
of Stockholder
Feedback
Action Taken
Equity Mix
Increased representation of performance shares

Increased percentage of PSUs for annual and merit/retention awards
o
Annual Awards
Changed from 100% RSUs to 40% PSUs, 40% RSUs, and 20% stock options
o
Merit/Retention Awards
Changed from 50% PSUs and 50% RSUs to 60% PSUs and 40% RSUs
Vesting
Three-year vesting period

Lengthened vesting periods for all equity awards
o
Annual Awards
Changed from 50% vesting on second anniversary and 50% on third anniversary to 100% on third anniversary
o
Merit/Retention Awards
Changed from 50% vesting on second anniversary, 25% on third anniversary, and 25% on fourth anniversary to 75% on third anniversary and 25% on fourth anniversary
PSU Metrics
Use/inclusion of relative TSR

Added TSR element for annual and merit/retention awards
o
Annual Awards
PSUs added in the annual award mix, with three-year relative TSR
o
Merit/Retention Awards
Changed performance metric to three-year relative TSR
PSU Performance
Period
Three-year performance period

Added three-year performance period for annual and merit/retention awards
o
Annual Awards
PSUs added in the annual award mix, with three-year performance period
o
Merit/Retention Awards
Changed from two-year to three-year performance period
2021 Engagement Highlights
Investors provided positive feedback regarding our COVID-19 pandemic response and new operational strategy. In addition, investors expressed agreement with our overall compensation plan rationale and alignment of the Chief Executive Officer’s interests with those of stockholders.
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Corporate Governance and Board Matters
2020 PROGRAM NOTES
Overall Rationale
and Plan Design
Key Facets of CEO Compensation
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Compensation program for executive officers is structured around pay for performance and meritocracy
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This is reflected in the pay mix with the focus on incentive and performance-based compensation

Not eligible to receive additional equity awards until 2023 other than matching RSUs granted through participation in Kraft Heinz’s Bonus Swap Program

Financial interests strongly aligned with stockholders’ interests in two ways:
o
Significant personal investment reflecting his long-term investment in the Company—personally purchased $20 million in shares of common stock at market price, agreed to hold until August 2023
o
New hire inducement equity awards heavily weighted on at-risk, performance-based elements (63% of awards), linking potential realized compensation to the Company’s culture of meritocracy and aspirational performance goals

Two-thirds of 2020 target annualized compensation is performance-based and only realized upon achievement of established performance goals and, in certain cases, additional vesting requirements
Communications with the Board
Information for stockholders and other parties interested in communicating with our Chairman, Lead Director, full Board, or our independent directors, individually or as a group, is included in the Corporate Governance Guidelines, which are available on our website at ir.kraftheinzcompany.com under the Corporate Governance tab. Our Corporate Secretary forwards communications relating to matters within the Board’s purview to the independent directors; communications relating to matters within a Committee’s area of responsibility to the Chair of the appropriate Committee; and communications relating to ordinary business matters, such as suggestions, inquiries, and consumer complaints, to the appropriate Kraft Heinz executive or employee. Our Corporate Secretary does not forward solicitations, junk mail, and obviously frivolous or inappropriate communications.
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Board Committees and Membership
The Board has four standing Committees:
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Each Committee has a charter that sets forth the Committee’s roles and responsibilities and is reviewed annually by the Committee, with any proposed changes approved by the Board. These charters are available on our website as provided under Corporate Governance and Board Matters—Corporate Governance Materials Available on Our Website on page 17.
Meeting Attendance
We expect directors to attend all Board meetings and meetings of the Committees on which they serve. We understand, however, that occasionally a director may be unable to attend a meeting. The Board held 8 meetings in our 2020 fiscal year, and the Committees of the Board held a total of 24 meetings. In 2020, each incumbent director attended 91% or more of the aggregate of all meetings of the Board and the Committees on which, and during the period that, he or she served. Directors are encouraged, but are not required, to attend our Annual Meeting of Stockholders. Seven of our current directors attended our 2020 Annual Meeting of Stockholders.
Committee Structure and Membership
Our Board designates Committee members and Chairs based on the Governance Committee’s recommendations. The Governance Committee and the Board believe that the current size of the Board allows for effective Committee organization and facilitates efficient meetings and decision making. The following table lists the current Committee membership and the number of meetings held by each Committee in 2020:
Committee Memberships
Directors
Independent
Audit
Compensation
Governance
Ops & Strategy
Alexandre Behring, Chairman
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John T. Cahill, Vice Chairman
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John C. Pope, Lead Director
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Gregory E. Abel
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João M. Castro-Neves
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Timothy Kenesey
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Jorge Paulo Lemann
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Elio Leoni Sceti
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Susan Mulder
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Alexandre Van Damme
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George Zoghbi
Meetings in 2020
8 Board
9
4
4
7
[MISSING IMAGE: tm213761d1-icon_chairpn.gif] Committee Chair[MISSING IMAGE: tm213761d1-icon_memberbw.gif] Committee Member[MISSING IMAGE: tm213761d1-icon_expertbwlr.gif] Audit Committee Financial Expert
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Board Committees and Membership
Audit Committee
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AUDIT COMMITTEE
Principal Responsibilities

Appoints and oversees our independent auditors, including review of their qualifications, independence, and performance

Oversees the integrity of our financial statements, our accounting and financial reporting processes, and our systems of internal control over financial reporting and safeguarding of our assets

Oversees our compliance with applicable legal and regulatory requirements

Oversees our independent auditors’ retention, termination, qualifications, independence, and performance

Oversees the performance of our internal auditors and internal audit function

Oversees our financial matters and financial strategy

Oversees our guidelines and policies that govern the process by which we assess and manage risk

Reviews and discusses with our independent auditors their audit procedures, including the audit plan and its scope with respect to our consolidated financial statements, as well as annually reviews their independence and performance

Meets regularly with the independent auditors without management present at their in-person meetings (including virtual meetings during the COVID-19 pandemic)

Selects the lead audit engagement partner and considers regular rotation of the independent auditors and lead partner(s) as required by law or otherwise appropriate
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Ethics and Compliance Hotline
The Audit Committee has established procedures for the receipt, retention, and treatment, on a confidential basis, of any complaints we receive. We encourage employees and third-party individuals and organizations to report concerns about our accounting controls, auditing matters, or anything else that appears to involve financial or other wrongdoing. To report such matters, including anonymously, please contact us at www.KraftHeinzEthics.com.
Members

John C. Pope, Chair[MISSING IMAGE: tm213761d1-icon_expertbwlr.gif]

Elio Leoni Sceti

Susan Mulder
[MISSING IMAGE: tm213761d1-icon_expertbwlr.gif] Audit Committee Financial Expert
Meetings in 2020: 9
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The Audit Committee consists entirely of independent directors, and each director meets the independence requirements set forth in the Nasdaq listing standards, Rule 10A-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Audit Committee Charter

The Board has determined that each Audit Committee member is able to read and understand fundamental financial statements

No Audit Committee member received any payments in 2020 from us other than compensation for service as a director
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Board Committees and Membership
Compensation Committee
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COMPENSATION COMMITTEE
Principal Responsibilities

Establishes, reviews, approves, and administers our compensation and benefits policies generally (subject to stockholder approval, if required by applicable law, stock exchange requirements, or our charter documents), including establishing, reviewing, and making recommendations with respect to any incentive-compensation and equity-based plans of the Company that are subject to Board approval

Assesses the appropriateness and competitiveness of our executive compensation programs

Reviews and approves our Chief Executive Officer’s goals and objectives, evaluates his performance in light of these goals and objectives and, based upon this evaluation, determines both the elements and amounts of his compensation, including perquisites

Reviews management’s recommendations for, and determines and approves the compensation of, our executive officers (other than our Chief Executive Officer) and other officers subject to Section 16(a) of the Exchange Act

Determines annual incentive compensation, equity awards, and other long-term incentive awards granted under our equity and long-term incentive plans to eligible participants

Makes recommendations to the Board with respect to incentive plans requiring stockholder approval, and approves eligibility for and the design of executive compensation programs implemented under stockholder-approved plans

Reviews our compensation policies and practices for employees, including executive and non-executive officers, as they relate to our risk management practices and risk-taking incentives

Oversees and reviews the development of executive succession plans, evaluates and makes recommendations to the Board regarding potential Chief Executive Officer candidates, and reviews candidates to fulfill other senior executive positions

Monitors executive officers’ compliance with stock ownership guidelines

Assesses the appropriateness of, and advises our Board regarding, the compensation of non-employee directors for service on our Board and its Committees

Reviews and discusses with management our say-on-pay voting results (including recommending to the Board any action Kraft Heinz should take in response to the results of such advisory vote) and CD&A, as well as prepares and approves the Committee’s report to stockholders for inclusion in our annual report and proxy statement

Oversees our strategies and policies related to key human resources policies and practices including with respect to matters such as diversity and inclusion, workplace environment and culture, and talent development and retention

Reviews and approves the implementation and execution of clawback policies that allow Kraft Heinz to recoup compensation paid to executive officers and other employees
Members

João M. Castro-Neves, Chair

Alexandre Behring

Timothy Kenesey

Jorge Paulo Lemann

John C. Pope
Meetings in 2020: 4
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The Compensation Committee consists entirely of independent directors, and each director meets the independence requirements set forth in the Nasdaq listing standards
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Board Committees and Membership
Delegation
Under the Compensation Committee’s charter, it may delegate any of its responsibilities to the Chair, another Compensation Committee member or a subcommittee of Compensation Committee members, unless prohibited by law, regulation, or Nasdaq listing standard.
Compensation Consultant to the Committee
Under the Compensation Committee’s charter, it is authorized to retain and terminate any consultant, as well as to approve the consultant’s fees and other terms of the engagement. The Compensation Committee also has the authority to obtain advice and assistance from internal or external legal, accounting, or other advisors. The Compensation Committee does not currently, and did not in our 2020 fiscal year, retain a consultant or other advisor.
Compensation Committee Interlocks and Insider Participation
The Board has determined that all of the directors who served on the Compensation Committee during our 2020 fiscal year, which includes Alexandre Behring, João M. Castro-Neves, Timothy Kenesey, Jorge Paulo Lemann, John C. Pope, and Tracy Britt Cool (until her resignation from the Board effective January 23, 2020) were independent within the meaning of the Nasdaq listing standards. No member of the Compensation Committee currently is, or during our 2020 fiscal year was, an officer or employee of Kraft Heinz or any of its subsidiaries. During our 2020 fiscal year, no member of the Compensation Committee had a relationship that must be described under SEC rules relating to disclosure of related person transactions. For a description of our policy on related person transactions, see Corporate Governance and Board Matters—Related Person Transactions beginning on page 21. During our 2020 fiscal year, none of our executive officers served on the board of directors or compensation committee of any entity that had one or more of its executive officers serving on the Board or the Compensation Committee.
Analysis of Risk in the Compensation Architecture
The Compensation Committee, in reliance on analysis provided by an outside consultant engaged by the Company, annually evaluates the risk profile of our executive and broad-based employee compensation programs. In its evaluation for our 2020 fiscal year, the Compensation Committee reviewed our executive compensation structure to determine whether our compensation policies and practices encourage our executive officers or employees to take unnecessary or excessive risks and whether these policies and practices properly mitigate risk. Based on management’s assessment of our current programs, including analysis provided by an outside consultant, the Compensation Committee concluded that the 2020 executive compensation plans were designed in a manner to:

achieve a balance of short- and long-term performance aligned with key stakeholder interests

discourage executives from taking unnecessary or excessive risks that would threaten the reputation and sustainability of Kraft Heinz

encourage appropriate assumption of risk to the extent necessary for competitive advantage purposes
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Board Committees and Membership
Governance Committee
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GOVERNANCE COMMITTEE
Principal Responsibilities

Identifies qualified individuals for Board membership consistent with Board-approved criteria, including reviewing the qualifications of candidates for director suggested by Board members, stockholders, management, and others in accordance with such criteria

Considers incumbent directors’ performance and suitability in determining whether to recommend that our Board nominate them for re-election

Makes recommendations to our Board as to nominees for election or re-election to the Board, candidates to be appointed to the Board as necessary to fill vacancies and newly created directorships, and directors’ independence

Establishes policies and procedures for the review, approval, and ratification of related person transactions, as defined in applicable SEC rules, and reviews related person transactions and makes recommendations to the Board as to the Committee’s determination regarding such related party transactions

Recommends to our Board the appropriate size, function, needs, structure, and composition of our Board and its Committees, including regarding the frequency and content of Board meetings

Recommends to our Board directors to serve as members of each Committee and candidates to fill committee vacancies

Evaluates any Compensation Committee interlocks among Board members and executive officers

Advises our Board on corporate governance matters, including developing and recommending to our Board corporate governance guidelines

Monitors directors’ compliance with our stock ownership guidelines

Develops, recommends to our Board, and oversees an annual self-evaluation process for our Board and its Committees

Oversees Kraft Heinz’s stockholder engagement program and makes recommendations to our Board regarding its involvement in stockholder engagement

Administers and reviews the Director Code of Conduct and recommends changes to the Board
Members

Alexandre Behring, Chair

João M. Castro-Neves

Jorge Paulo Lemann

Susan Mulder

John C. Pope

Alexandre Van Damme
Meetings in 2020: 4
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The Governance Committee consists entirely of independent directors, and each director meets the independence requirements set forth in the Nasdaq listing standards
Director Nominations
The Governance Committee relies on nominee suggestions from the directors, stockholders, management, and others. From time to time, the Governance Committee may retain executive search and board advisory firms to assist in identifying and evaluating potential nominees. The Board has nominated Lori Dickerson Fouché and Miguel Patricio, our Chief Executive Officer, for election at the Annual Meeting. Ms. Fouché was identified by one of our current directors.
The Governance Committee will consider any candidate a stockholder properly presents for election to the Board in accordance with the procedures set forth in our By-Laws. The Governance Committee uses the same criteria to evaluate a candidate suggested by a stockholder as the Governance Committee uses to evaluate a candidate it identifies, which are described above under Proposal 1 – Election of Directors—Director Qualifications beginning on page 10, and makes a recommendation to the Board regarding the candidate’s appointment or nomination for election to the Board. After the Board’s consideration of the candidate suggested by a stockholder, our Corporate Secretary will notify that stockholder whether or not the Board decided to appoint or nominate the candidate.
For a description of how stockholders may nominate a candidate for the Governance Committee to consider for election to the Board at an annual meeting, see Other Information—Stockholder Proposals beginning on page 77.
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Board Committees and Membership
Operations and Strategy Committee
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OPERATIONS AND STRATEGY COMMITTEE
Principal Responsibilities

Assists the Board in overseeing and facilitating the development and implementation of our ongoing operations and corporate strategy

Meets with management regularly to discuss, review, and evaluate the development and implementation of our operational objectives and corporate strategy

Shares with management the Board’s expectations for the operations of the Company and strategic planning process based on the Committee’s review, makes recommendations to management on areas of improvement, and provides other feedback and guidance to management on behalf of the Board

Oversees and makes recommendations to our Board regarding ESG matters relevant to our business, including company policies, activities, and opportunities

Reviews and makes recommendations to the Board regarding:
o
our corporate strategy, performance, and annual capital plan, as well as certain individual capital projects
o
the impact of external developments and factors, such as any changes in economic and market conditions, competition in the industry, environmental and safety regulations, federal, state and local regulations and technology, on our corporate strategy and its execution
o
identification of prospects and opportunities for corporate developments and growth initiatives, including acquisitions, divestitures, joint ventures, and strategic alliances
o
implementation of our corporate strategy through corporate developments and growth initiatives, including acquisitions, divestitures, joint ventures, and strategic alliances
Members

John T. Cahill, Chair

Gregory E. Abel

Alexandre Behring

João M. Castro-Neves

Elio Leoni Sceti
Meetings in 2020: 7
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Director Compensation
Director Compensation Program
Our director compensation program includes a combination of cash compensation and an annual grant of deferred stock. For our 2020 fiscal year, our directors received:
Annual Compensation
Additional Cash Retainers
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Chairman of the Board
$ 140,000
Committee Chairs:
Audit
$ 20,000
Compensation
$ 20,000
Governance
$ 10,000
Operations and Strategy
$ 20,000
If a director serves as Chair of multiple Committees, the director will only receive one additional cash retainer.
Directors do not receive meeting fees.
Cash retainers are paid on a quarterly basis. In lieu of cash, directors may elect to:

defer up to 100% of their cash retainers in 25% increments into accounts that mirror certain funds in the Kraft Heinz 401(k) Plan pursuant to the Deferred Compensation Plan for Non-Management Directors, or

receive deferred shares annually in lieu of their cash retainer payable in arrears
Deferred stock awards are granted effective immediately following each annual meeting of stockholders. When dividends are paid on our common stock, we accrue the value of the dividend and issue each director a number of shares equal to the accrued dividend value. All deferred stock awards and dividend equivalent shares accrued are distributed to a director six months following the date he or she ceases to serve on the Board.
Beginning in 2019, Mr. Zoghbi received compensation for his services as a director, including the annual cash retainer and annual deferred stock award described above. For additional information regarding the compensation arrangement with Mr. Zoghbi, see Corporate Governance and Board Matters—Related Person Transactions—Compensation Arrangement beginning on page 22.
The Compensation Committee reviews our director compensation program regularly and recommends changes, if any, to the Board for its approval. We did not make any changes to the compensation program for our directors effective in 2020. However, the Board has established an additional retainer fee of  $25,000 for our Lead Director, in connection with the Board’s appointment of a Lead Director, effective January 1, 2021.
Stock Ownership Guidelines
Position
Stock Ownership Requirement
Compliance Period
Non-employee directors
   5x annual cash retainer
 5 years from joining the Board
To strengthen alignment of directors’ interests with those of our stockholders, our stock ownership guidelines require directors that receive compensation for service as directors to hold shares of our common stock in an amount equal to five times the annual Board retainer (equivalent to $550,000). Directors have five years from their appointment to meet the stock ownership requirement. Vested options, RSUs, and shares held in the director’s deferred compensation account, or in a trust for the benefit of immediate family members, count toward satisfying this ownership requirement.
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Director Compensation
2020 Director Compensation Table
The table below presents information regarding the compensation and stock awards that we paid or granted to our directors.
Name
Fees Earned or
Paid in Cash(1)
($)
Stock Awards(2)
($)
All Other
Compensation
($)
Total
($)
Gregory E. Abel 110,015 125,007 235,022
Alexandre Behring 260,000 125,007 385,007
John T. Cahill 130,000 125,007 255,007
João M. Castro-Neves 130,023 125,007 255,030
Tracy Britt Cool 6,951 6,951
Feroz Dewan 38,690 38,690
Jeanne P. Jackson 38,690 38,690
Timothy Kenesey 103,356 125,007 228,363
Jorge Paulo Lemann 110,015 125,007 235,022
Elio Leoni Sceti 71,643 125,007 196,650
Susan Mulder 71,621 125,007 196,628
John C. Pope 130,000 125,007 255,007
Alexandre Van Damme 110,015 125,007 235,022
George Zoghbi(3) 110,000 125,007 235,007
(1)
Includes the value of retainer fees paid in cash or deferred to equity pursuant to the Kraft Heinz Deferred Compensation Plan for Non-Management Directors. Directors do not receive meeting fees.
(2)
The amounts shown in this column represent the full grant date fair value of the deferred stock awards granted in 2020, excluding any retainer fees deferred in exchange for shares, as computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718 based on the closing price of Kraft Heinz shares on the grant date ($28.83 on May 7, 2020).
(3)
As noted above under Director Compensation Program, Mr. Zoghbi is an employee of Kraft Heinz and serves as Advisor to Kraft Heinz’s Chief Executive Officer. Beginning in 2019, he received compensation for his services as a director. For additional information regarding the compensation arrangement with Mr. Zoghbi, see Corporate Governance and Board Matters—Related Person Transactions—Compensation Arrangement beginning on page 22.
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Beneficial Ownership of Kraft Heinz Stock
Directors and Officers
The following table shows the number of shares of our common stock beneficially owned as of March 8, 2021 by each current director, director nominee, and NEO of the Company, as well as the number of shares beneficially owned by all of our current directors and executive officers as a group. There were 1,223,116,465 shares of our common stock issued and outstanding as of March 8, 2021. Unless otherwise indicated, each of the named individuals has, to Kraft Heinz’s knowledge, sole voting and investment power with respect to the shares shown.
Name of Beneficial Owner
Shares Owned
Shares Acquirable
within 60 Days(1)
Total
Percentage of
Common Stock
Current Directors
Gregory E. Abel 40,036 22,166 62,202 *
Alexandre Behring 42,562 44,333 86,895 *
John T. Cahill 174,869 633,017 807,886 *
João M. Castro-Neves 12,452 12,452 *
Timothy Kenesey 6,550 6,550 *
Jorge Paulo Lemann 3,536,539 22,166 3,558,705 *
Elio Leoni Sceti(2) 94,502 94,502 *
Susan Mulder 4,502 4,502 *
John C. Pope 39,410 39,410 *
Alexandre Van Damme(3) 14,124,924 14,124,924 1.2
George Zoghbi 113,724 180,799 294,523 *
Director Nominees
Lori Dickerson Fouché
Miguel Patricio 871,763 871,763 *