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Notice of 2021 Annual Meeting of Stockholders
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When
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Thursday, May 6, 2021
11:00 a.m. Eastern Time |
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Where
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| Live webcast at www.virtualshareholdermeeting.com/KHC2021 |
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Record Date
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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
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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:
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registered holder: the 16-digit control number included on your Notice or proxy card
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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
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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
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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
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1
To elect 11 director nominees named in the Proxy Statement to one-year terms expiring in 2022
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2
To approve The Kraft Heinz Company’s executive compensation
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To ratify the selection of PricewaterhouseCoopers LLP as our independent auditors for 2021
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To transact any other business properly presented at the Annual Meeting
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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
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By Telephone
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By Mail
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Visit the website listed on your proxy card, Notice, or voting instruction form.
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Call the telephone number listed on your proxy card, Notice, or voting instruction form.
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Complete, sign, date, and return your proxy card in the envelope enclosed with the physical copies of your proxy materials.
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For additional information, see Question 4 on page 71.
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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 |
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| | 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
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Proxy Statement Summary
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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
![]() We achieved a perfect score on the Corporate Equality Index, which rates corporate policies and practices for LGBTQ inclusion
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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
![]() Incorporate sustainable packaging into our products—we aim to make 100% recyclable, reusable, or compostable packaging by 2025
![]() 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
![]() Purchase 100% cage-free eggs globally by 2025, building on our achievement of 100% free-range eggs purchased in Europe by 2020
![]() 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
![]() Expand global nutrition guidelines focused on improving health and wellness attributes
![]() 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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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.
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Registered Holders
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By Internet
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www.proxyvote.com
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By
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1-800-579-1639
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By
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sendmaterial@proxyvote.com
Send a blank e-mail with your control number in the subject line. |
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Beneficial Holders
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Contact your bank, broker, or other nominee.
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When
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Voting
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11:00 a.m. Eastern Time on
Thursday, May 6, 2021 |
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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
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Live webcast at www.virtualshareholdermeeting.com/KHC2021
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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
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March 8, 2021 (the “Record Date”) | |
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Proposal
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Board Recommendation
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More Information
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1
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Election of Directors
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FOR all nominees
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Page 10
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2
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Advisory Vote to Approve Executive Compensation
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FOR
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Page 41
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3
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Ratification of the Selection of PricewaterhouseCoopers LLP
as Our Independent Auditors for 2021 |
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FOR
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Page 66
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![]() Internet
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![]() Telephone |
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![]() Mail
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Visit the website listed on your proxy card, Notice, or voting instruction form.
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Call the telephone number listed on your proxy card, Notice, or voting instruction form.
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Complete, sign, date, and return your proxy card in the envelope enclosed with the physical copy of your proxy materials.
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Name and
Current Position |
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Age
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Director
Since |
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Other Current
Public Company Boards |
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Independent
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Kraft Heinz Committee Membership
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Audit
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Compensation
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Governance
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Ops &
Strategy |
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Alexandre Behring
Chairman Founding Partner, Managing Partner, and Board Member, 3G Capital
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54
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2015
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1
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John T. Cahill
Vice Chairman Former Chairman and Chief Executive Officer, Kraft Foods Group, Inc.
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2015
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2
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John C. Pope
Lead Director Chairman, PFI Group, LLC
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71
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2015
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3
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Gregory E. Abel
Vice Chairman, Non-Insurance Business Operations and Director, Berkshire Hathaway Inc.
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58
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2015
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1
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João M. Castro-Neves
Partner, 3G Capital
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53
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2019
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1
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Lori Dickerson Fouché
Former Senior Executive Vice President and Chief Executive Officer of TIAA Financial Solutions, TIAA
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51
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Nominee
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None
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Timothy Kenesey
President and Chief Executive
Officer, MedPro Group, Inc. |
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53
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2020
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None
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Elio Leoni Sceti
Co-Founder, Chief Crafter, and Chairman, The Craftory
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55
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2020
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2
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Susan Mulder
Chief Executive Officer, Nic &
Zoe Co. |
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50
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2020
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1
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Miguel Patricio
Chief Executive Officer, Kraft Heinz
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54
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Nominee
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None
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Alexandre Van Damme
Former Executive Officer,
Anheuser-Busch InBev |
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59
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2018
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1
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Independence
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![]() 9 of 11 independent director nominees
![]() Independent Board Chairman
![]() Independent Lead Director
![]() Regular executive sessions of independent directors
![]() Three fully independent Board committees: Audit, Compensation, and Nominating and Corporate Governance
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Accountability
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![]() Annual election of directors
![]() Simple majority voting standard in uncontested elections
![]() One class of voting stock
![]() 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
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Evaluation and Effectiveness
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![]() Annual Board and Committee self-evaluations
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Refreshment and Diversity
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![]() 36% of director nominees identify as racially or ethnically diverse and 18% identify as gender diverse
![]() Average age of director nominees is 56 years
![]() 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
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Engagement
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![]() Our current directors attended an average of 99% of Board and Committee meetings in 2020
![]() Overboarding policy helps ensure Board members can devote sufficient time to Kraft Heinz
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Alignment with Stockholder Interests
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![]() Executive officer and independent director stock ownership requirements
![]() Double-trigger cash severance
![]() Proactive year-round engagement with stockholders
![]() No poison pill
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Compensation Policies
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![]() Clawback policy
![]() Anti-hedging policy
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Stockholder Rights
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![]() Annual say-on-pay advisory votes
![]() Call a special meeting at a 20% threshold
![]() Act by written consent
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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
![]() Base pay increases on merit
![]() Maintain stock ownership requirements to align executives’ interests with those of stockholders
![]() Maintain a clawback policy covering both cash and equity
![]() Use double-trigger change in control provisions
![]() Compensation Committee comprised of 100% independent directors
![]() Engage an outside consultant for risk assessment of our executive and broad-based annual compensation programs
![]() 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
![]() No excise tax gross-ups
![]() No guaranteed salary increases or bonuses
![]() No single-trigger change in control provisions
![]() 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
![]() 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
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Key Theme
of Stockholder Feedback |
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→ Action Taken
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Equity Mix
Increased representation of performance shares
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Increased percentage of Performance Share Units (“PSUs”) for annual and merit/retention awards
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Annual Awards
Changed from 100% Restricted Stock Units (“RSUs”) to 40% PSUs, 40% RSUs, and 20% stock options
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Merit/Retention Awards
Changed from 50% PSUs and 50% RSUs to 60% PSUs and 40% RSUs
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Vesting
Three-year vesting period
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Lengthened vesting periods for all equity awards
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Annual Awards
Changed from 50% vesting on second anniversary and 50% on third anniversary to 100% on third anniversary
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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
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PSU Metrics
Use/inclusion of relative total stockholder return (“TSR”)
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Added TSR element for annual and merit/retention awards
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Annual Awards
PSUs added in the annual award mix, with three-year relative TSR
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Merit/Retention Awards
Changed performance metric to three-year relative TSR
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PSU Performance
Period Three-year
performance period |
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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
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Merit/Retention Awards
Changed from two-year to three-year performance period
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Proposal 1 – Election of Directors
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Factors
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Considerations
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Skills, Expertise,
and Experience |
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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:
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manufacturing
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marketing
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technology
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finance
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accounting
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understanding of Kraft Heinz’s businesses and markets
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Diversity
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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.
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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.
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Commitment
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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.
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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.
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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.
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Independence
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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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Factors
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Considerations
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Tenure and Refreshment
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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.
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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.
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The average tenure of our director nominees is 2.7 years.
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Skills and Experience
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Director Nominees
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Audit
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CPG
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Disruptive /
Digital |
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Financial
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International
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Legal /
Regulatory |
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Marketing /
Sales |
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Operations
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Public
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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 | | |
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% of Board
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| | | | 64% | | | | | | 73% | | | | | | 27% | | | | | | 82% | | | | | | 73% | | | | | | 36% | | | | | | 46% | | | | | | 82% | | | | | | 64% | | | | | | 100% | | |
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ALEXANDRE BEHRING
Chairman
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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.
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![]() Age 54
Director since 2015
Committees
![]() Compensation
![]() Governance (Chair)
![]() Operations and Strategy
Other Current Public Company Boards 1
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JOHN T. CAHILL
Vice-Chairman
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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.
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Age 63
Director since 2015
Committees
![]() Operations and Strategy (Chair)
Other Current Public Company Boards 2
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JOHN C. POPE
Lead Director
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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.
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![]() Age 71
Director since 2015
Committees
![]() Audit (Chair)
![]() Compensation
![]() Governance
Other Current Public Company Boards 3
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GREGORY E. ABEL
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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.
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![]() Age 58
Director since 2015
Committees
![]() Operations and Strategy
Other Current Public Company Boards 1
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JOÃO M. CASTRO−NEVES
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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.
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![]() Age 53
Director since 2019
Committees
![]() Compensation (Chair)
![]() Governance
![]() Operations and Strategy
Other Current Public Company Boards 1
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LORI DICKERSON FOUCHÉ
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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.
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![]() Age 51
New director nominee
Committees
![]() Audit*
*
If elected, the Board expects to appoint Ms. Fouché to the Committee.
Other Current Public Company Boards None
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TIMOTHY KENESEY
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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.
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![]() Age 53
Director since 2020
Committees
![]() Compensation
Other Current Public Company Boards None
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ELIO LEONI SCETI
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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.
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![]() Age 55
Director since 2020
Committees
![]() Audit
![]() Operations and Strategy
Other Current Public Company Boards 2
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SUSAN MULDER
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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.
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![]() Age 50
Director since 2020
Committees
![]() Audit
![]() Governance
Other Current Public Company Boards 1
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MIGUEL PATRICIO
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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.
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Age 54
New director nominee
Committees
None
Other Current Public Company Boards None
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ALEXANDRE VAN DAMME
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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
![]() Governance
Other Current Public Company Boards 1
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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
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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.
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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 |
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Leadership
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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 ![]()
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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VICE CHAIRMAN
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| Alexandre Behring | | | | | |
John T. Cahill
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The Chairman of the Board is responsible for facilitating a highly functioning and effective Board, providing overall leadership, and encouraging open communications.
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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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The Lead Director:
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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
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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
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Serves as a Board representative for consultation and direct communication with our major stockholders, as appropriate
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Serves as liaison between the Chairman and the independent directors
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Has the authority to call meetings of (i) the independent directors and (ii) the directors unaffiliated with Berkshire Hathaway and 3G Capital
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Is an ex officio member of all Board Committees of which he or she is not a member
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Performs such other duties as the Board may from time-to-time delegate
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Mr. Abel
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Mr. Behring
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Mr. Castro-Neves
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Ms. Fouché
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Mr. Kenesey
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Mr. Leoni Sceti
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Ms. Mulder
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Mr. Pope
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Mr. Van Damme
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![]() OUR VISION
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![]() OUR VALUES
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To sustainably grow by delighting
more consumers globally |
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We are consumer obsessed
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We dare to do better every day
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We champion great people
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We demand diversity
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We do the right thing
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We own it
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Responsibilities
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Board of Directors —
Operations and Strategy Committee |
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Oversees our global ESG strategy and objectives, including our activities and opportunities
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Reviews all significant policies, processes, and commitments through, at minimum, an annual ESG update from management
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Chief Executive Officer
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Collaborates with members of the Executive Leadership Team on oversight and executional leadership on strategies
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Has an annual performance goal that tracks our ESG performance
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Senior Vice President, Global General Counsel, and Head of ESG and Government Affairs; Corporate Secretary
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Oversees global ESG strategy, reports to the Chief Executive Officer, and collaborates with our ESG Team to establish and lead plan implementation
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Has an annual performance goal that tracks our ESG performance
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ESG Steering Group
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Provides cross-functional, upper-level management input on ESG practices and policies
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Includes representatives from our operations, manufacturing, procurement, research and development, communications, legal, government affairs, and corporate affairs teams
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ESG Subcommittees
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Provide high-touch engagement, track emergent issues, and drive collaboration, transparency, and continuous improvement toward initiatives
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Hold monthly meetings in:
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Product Health
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Sustainable Agriculture
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Responsible Sourcing
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Sustainable Manufacturing
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Sustainable Packaging
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Animal Welfare
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Corporate and Government Affairs
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Communications
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ESG Team
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Enterprise-wide, cross-functional team from all levels of management
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Provides input on forward-looking strategy
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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.
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Now
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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
![]() Established circular water systems to reduce water use by 86 million gallons per year at our manufacturing site in Newberry, South Carolina
![]() 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
![]() Decrease water use by 20% at our manufacturing facilities in high-risk water areas and by 15% across all manufacturing facilities by 2025
![]() 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
![]() Achieved 100% certified sustainable palm oil sourced from direct suppliers and 99.3% traceable to the mill
![]() 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
![]() Procure 100% sustainable and traceable palm oil, to the mill, by 2022
![]() Procure 100% cage-free eggs globally by 2025
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Now
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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
![]() Provided more than $35 million in combined financial and product donations to communities in need
![]() 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
![]() Reduce total sugar in our products by more than 60 million pounds across our global portfolio by 2025
![]() Provide 1.5 billion meals to people in need by 2025
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www.kraftheinzcompany.com/esg
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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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Engagement Topics
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Our business strategy and execution
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Our COVID-19 pandemic response and crisis management
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Board composition, diversity, and refreshment
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Changes to our executive compensation program in response to feedback received from stockholders in connection with the 2020 say-on-pay vote
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Our ESG strategy and initiatives
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Key Theme
of Stockholder Feedback |
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→ Action Taken
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Equity Mix
Increased representation of performance shares
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Increased percentage of PSUs for annual and merit/retention awards
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Annual Awards
Changed from 100% RSUs to 40% PSUs, 40% RSUs, and 20% stock options
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Merit/Retention Awards
Changed from 50% PSUs and 50% RSUs to 60% PSUs and 40% RSUs
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Vesting
Three-year vesting period
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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
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PSU Metrics
Use/inclusion of relative TSR
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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
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PSU Performance
Period Three-year performance period
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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
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Overall Rationale
and Plan Design |
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Key Facets of CEO Compensation
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![]() Compensation program for executive officers is structured around pay for performance and meritocracy
![]() This is reflected in the pay mix with the focus on incentive and performance-based compensation
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Not eligible to receive additional equity awards until 2023 other than matching RSUs granted through participation in Kraft Heinz’s Bonus Swap Program
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Financial interests strongly aligned with stockholders’ interests in two ways:
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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
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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
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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
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Board Committees and Membership
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Committee Memberships
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Directors
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Independent
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Audit
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Compensation
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Governance
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Ops & Strategy
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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
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9
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4
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7
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AUDIT COMMITTEE
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Principal Responsibilities
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Appoints and oversees our independent auditors, including review of their qualifications, independence, and performance
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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
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Oversees our compliance with applicable legal and regulatory requirements
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Oversees our independent auditors’ retention, termination, qualifications, independence, and performance
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Oversees the performance of our internal auditors and internal audit function
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Oversees our financial matters and financial strategy
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Oversees our guidelines and policies that govern the process by which we assess and manage risk
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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
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Meets regularly with the independent auditors without management present at their in-person meetings (including virtual meetings during the COVID-19 pandemic)
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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
![]() 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.
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Members
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John C. Pope, Chair
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Elio Leoni Sceti
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Susan Mulder
![]() Meetings in 2020: 9
![]() 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
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The Board has determined that each Audit Committee member is able to read and understand fundamental financial statements
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No Audit Committee member received any payments in 2020 from us other than compensation for service as a director
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COMPENSATION COMMITTEE
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Principal Responsibilities
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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
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Assesses the appropriateness and competitiveness of our executive compensation programs
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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
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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
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Determines annual incentive compensation, equity awards, and other long-term incentive awards granted under our equity and long-term incentive plans to eligible participants
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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
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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
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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
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Monitors executive officers’ compliance with stock ownership guidelines
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Assesses the appropriateness of, and advises our Board regarding, the compensation of non-employee directors for service on our Board and its Committees
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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
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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
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Reviews and approves the implementation and execution of clawback policies that allow Kraft Heinz to recoup compensation paid to executive officers and other employees
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Members
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João M. Castro-Neves, Chair
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Alexandre Behring
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Timothy Kenesey
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Jorge Paulo Lemann
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John C. Pope
Meetings in 2020: 4
![]() 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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GOVERNANCE COMMITTEE
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Principal Responsibilities
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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
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Considers incumbent directors’ performance and suitability in determining whether to recommend that our Board nominate them for re-election
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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
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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
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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
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Recommends to our Board directors to serve as members of each Committee and candidates to fill committee vacancies
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Evaluates any Compensation Committee interlocks among Board members and executive officers
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Advises our Board on corporate governance matters, including developing and recommending to our Board corporate governance guidelines
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Monitors directors’ compliance with our stock ownership guidelines
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Develops, recommends to our Board, and oversees an annual self-evaluation process for our Board and its Committees
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Oversees Kraft Heinz’s stockholder engagement program and makes recommendations to our Board regarding its involvement in stockholder engagement
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Administers and reviews the Director Code of Conduct and recommends changes to the Board
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Members
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Alexandre Behring, Chair
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João M. Castro-Neves
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Jorge Paulo Lemann
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Susan Mulder
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John C. Pope
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Alexandre Van Damme
Meetings in 2020: 4
![]() The Governance Committee consists entirely of independent directors, and each director meets the independence requirements set forth in the Nasdaq listing standards
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OPERATIONS AND STRATEGY COMMITTEE
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Principal Responsibilities
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Assists the Board in overseeing and facilitating the development and implementation of our ongoing operations and corporate strategy
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Meets with management regularly to discuss, review, and evaluate the development and implementation of our operational objectives and corporate strategy
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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
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Oversees and makes recommendations to our Board regarding ESG matters relevant to our business, including company policies, activities, and opportunities
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Reviews and makes recommendations to the Board regarding:
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our corporate strategy, performance, and annual capital plan, as well as certain individual capital projects
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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
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identification of prospects and opportunities for corporate developments and growth initiatives, including acquisitions, divestitures, joint ventures, and strategic alliances
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implementation of our corporate strategy through corporate developments and growth initiatives, including acquisitions, divestitures, joint ventures, and strategic alliances
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Members
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John T. Cahill, Chair
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Gregory E. Abel
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Alexandre Behring
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João M. Castro-Neves
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Elio Leoni Sceti
Meetings in 2020: 7
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Director Compensation
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Annual Compensation
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Additional Cash Retainers
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Chairman of the Board
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| | | $ | 140,000 | | |
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Committee Chairs:
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Audit
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| | | $ | 20,000 | | | ||||
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Compensation
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| | | $ | 20,000 | | | ||||
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Governance
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| | | $ | 10,000 | | | ||||
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Operations and Strategy
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| | | $ | 20,000 | | | ||||
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If a director serves as Chair of multiple Committees, the director will only receive one additional cash retainer.
Directors do not receive meeting fees.
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Position
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Stock Ownership Requirement
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Compliance Period
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Non-employee directors
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• • • • • 5x annual cash retainer
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5 years from joining the Board
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Name
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Fees Earned or
Paid in Cash(1) ($) |
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Stock Awards(2)
($) |
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All Other
Compensation ($) |
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Total
($) |
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| 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 | | |
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Beneficial Ownership of Kraft Heinz Stock
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Name of Beneficial Owner
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Shares Owned
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Shares Acquirable
within 60 Days(1) |
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Total
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Percentage of
Common Stock |
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| 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 | | | | | | — | | | | |