tm2230899-1_nonfiling - none - 38.1563132s
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 all boxes that apply):

No fee required

Fee paid previously with preliminary materials

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

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2022 AT A GLANCE
$26.5B
Net sales
$2.4B
Net income
+9.8%
Organic Net Sales*
versus full year 2021
$6.0B
Adjusted EBITDA*
31.3%
Adjusted Gross
Profit Margin*
3.2x
Year-end Net Leverage*
~37K
Employees globally
78
Manufacturing and processing facilities operated globally
*
Non-GAAP financial measures. For more information, including reconciliations of our non-GAAP measures to the comparable GAAP measures, see Appendix A to this Proxy Statement.
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Kraft Heinz is a global food company with a delicious heritage. With nearly 200 iconic and emerging food and beverage brands around the world, we aspire to deliver the best taste, fun, and quality to every meal table we touch. We’re on a mission to disrupt not only our own business, but the global food industry. A consumer obsession and unexpected partnerships fuel this disruption as we drive innovation across our Company.
Around the world, our people are connected by a culture of ownership, agility, and endless curiosity. We also believe in being good humans who are working to improve our Company, communities, and planet. We’re proud of where we’ve been — and even more thrilled about where we’re headed — as we nourish the world and lead the future of food.
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We at Kraft Heinz are committed to making life delicious for consumers — especially during dynamic and challenging times like these. It’s a privilege and an honor to lead the nearly 37,000 incredible people who bring our Company to life each day through their passion, hard work and dedication as we help to feed the world. [MISSING IMAGE: ic_quotesmall-bw.jpg]
— Miguel Patricio, Chair of the Board and Chief Executive Officer

Dear Fellow Stockholders,
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JOHN C. POPE
Lead Director
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Kraft Heinz as a Company is continuing its move toward greatness, leveraging its scale and
agility to deliver strong
performance
for our

stockholders. [MISSING IMAGE: ic_quotesmall-bw.jpg]
It’s often said that the only constant in life is change. Coming off two of the most challenging years any of us have ever experienced, 2022 proved to be yet another one of dramatic transformation for Kraft Heinz. Even through a host of headwinds — sky-high inflation, labor and supply chain challenges, war in Eastern Europe, global food supply issues, among others — Kraft Heinz’s dedicated team around the world continued to fuel the Company’s success, achieving another year of strong results. It’s all about meeting the moment by turning challenge into opportunity.
To be sure, 2023 is expected to bring its own set of macro-economic challenges to the industry and to the world. But, the Board is confident that Kraft Heinz as a Company is continuing its move toward greatness, leveraging its scale and agility to deliver strong performance for our stockholders.
Building a Bridge Between the Board and Management
Following the retirement of former Board Chair Alex Behring in May 2022, the Board determined to combine the Company’s CEO and Board Chair roles. We could not be more pleased with the progress Kraft Heinz has made under Miguel’s leadership. We see his election as Chair as a natural progression of the steady, consistent leadership he has already shown. In this new role, in addition to providing the Board with firsthand insight and knowledge about the Executive Leadership Team’s strategy and execution, he is best able to serve as an effective bridge between the Board and management. We believe that Miguel is the right leader to drive the business forward with unmatched agility during a time of constant challenge and change.
Strengthening Board Independence and Expertise
A Company is only as strong as its leadership, and an engaged, independent Board of Directors is a key pillar of its strength. Our independent leadership is stronger than it’s ever been, with 11 of 12 independent director nominees and 9 of 12 who are unaffiliated with our Company’s largest stockholders.
We’re continuing to expand our Board expertise and experience, appointing Diane Gherson as a director and member of the Human Capital and Compensation Committee in November 2022 and nominating Bert Alfonso for election as a director at the 2023 Annual Meeting. Diane brings to the Board extensive experience in human resources and compensation as former Chief Human Resources Officer at IBM. Bert brings to the Board extensive experience in finance and consumer packaged goods companies as Chief Financial Officer for several companies, including The Hershey Company and the Americas Beverages division of Cadbury Schweppes PLC.
In addition, at last year’s Annual Meeting, we elected two outstanding new members to the Board — renewable energy executive Alicia Knapp and technology entrepreneur James Park. These four recent director nominees demonstrate our commitment to the breadth and depth of our Board talent.

Continuously Refining Compensation
At Kraft Heinz, our compensation program philosophy supports our long-term strategy and the interests of our long-term stockholders. Our executive compensation program is heavily weighted toward performance, with a majority of the equity grants consisting of performance share units. The Human Capital and Compensation Committee carefully considers all compensation elements when evaluating our compensation vis-à-vis the market and peers.
The Board values stockholder feedback. In the fall of 2022, we held calls with 13 of our top 30 largest investors, representing approximately 49.0% of our shares outstanding, to solicit feedback on a range of topics, including our compensation program, and we regularly engage with our top two largest investors.
Kraft Heinz and the Human Capital and Compensation Committee are committed to continuously evaluating and refining the Company’s compensation programs based on investor feedback. The Human Capital and Compensation Committee also engaged Meridian Compensation Partners in August 2022 to help guide our next steps. We are also pleased with the addition of Diane to the Board and Human Capital and Compensation Committee, as she brings a wealth of compensation expertise to the table.
We evaluated our program taking into consideration feedback received from our investor engagements and have implemented enhancements for our 2023 program to further strengthen alignment with our strategy and performance. We invite you to read more about our compensation program philosophy as well as recent changes in this Proxy Statement.
Integrating ESG Initiatives Across Our Business
ESG is critical to the Board as it is essential to how Kraft Heinz operates as a Company and to the success of the Company’s long-term business strategy. Kraft Heinz believes in growing good food, good nutrition, and good communities, and we believe this is a competitive business advantage. As a Company, ESG efforts and priorities are woven throughout the business, with Board oversight of strategy, objectives, and risks. The Board receives regular updates on key ESG issues from Kraft Heinz’s Chief Sustainability and Corporate Affairs Officer and insight into ESG considerations throughout the business as the Board receives updates from team leaders in a range of functions. These include the Company’s policy and program development, actions with respect to climate change and its impacts on the Company and its value chain, and progress toward achieving Kraft Heinz’s ESG goals.
As always, we are grateful for the confidence you place in Kraft Heinz. As members of the Board, we strive to reward your valued investment by adapting quickly to challenges as we position the Company for long-term, sustainable growth. You can be sure that each of us will continue to work day in and out to earn your ongoing support and trust. It is our goal to continue driving significant value as we deliver for YOU, our stockholders.
Sincerely,
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JOHN C. POPE
Lead Director
March 24, 2023

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Notice of 2023 Annual Meeting of Stockholders
[MISSING IMAGE: ic_date-pn.jpg]   Date
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[MISSING IMAGE: ic_where-pn.jpg]   Location—Virtual Meeting
Thursday, May 4, 2023
11:00 a.m. Eastern Time
Live via webcast at
www.virtualshareholdermeeting.com/KHC2023
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Items of Business
Board
Recommendation
More
Information
1
To elect the twelve director nominees named in the Proxy Statement to one-year terms expiring in 2024
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FOR all nominees
Page 14
2
To approve the Company’s executive compensation
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FOR
Page 58
3
To ratify the selection of PricewaterhouseCoopers LLP as our independent auditors for 2023
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FOR
Page 106
4-6
To vote on three stockholder proposals, if properly presented
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AGAINST
Page 110
7
To transact any other business properly presented at the Annual Meeting
[MISSING IMAGE: ic_vote-pn.jpg]   How to Vote
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Visit the website listed on your proxy card, Notice, or voting instruction form
Call the phone 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
Your vote is important. Make sure to have your Notice of Internet Availability of Proxy Materials (“Notice”), proxy card, or voting instruction form with control number available and follow the instructions.
For additional information, see Question 4 on page 122.
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Record Date
March 6, 2023
Only stockholders of record at the close of business on the Record Date are entitled to receive notice of, and to vote at, the Annual Meeting.
We mailed the Notice of Internet Availability of our proxy materials as well as our Proxy Statement, our Annual Report to Stockholders for the year ended December 31, 2022, as applicable, and the proxy card on or about March 24, 2023.
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By Order of the Board of Directors,
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HEIDI MILLER
Corporate Secretary & Deputy General Counsel, Corporate Governance & Securities
Chicago, Illinois
March 24, 2023
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 4, 2023
The Kraft Heinz Company’s Proxy Statement and Annual Report to Stockholders for the year ended December 31, 2022 are available at ir.kraftheinzcompany.com/proxy

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Table of Contents
Proxy Statement Summary
1
About The Kraft Heinz Company
4
2022 Performance Highlights
4
Our Commitment to Sustainable Growth
5
Spotlight on Diversity, Equity, Inclusion, and Belonging
7
2023 Voting Roadmap
8
Board of Directors
10
Corporate Governance Strengths
11
Executive Compensation Highlights
13
Auditors
14
14
Director Qualifications
17
Director Nominee Biographies
27
27
Corporate Governance Guidelines
27
Codes of Conduct
28
29
Key Corporate Governance Practices
30
Board Leadership Structure
32
Annual Board and Committee Evaluations
33
Director Orientation
33
Independence
33
Director Service on Other Public Company Boards
34
Related Person Transactions
35
Anti-Hedging and Anti-Pledging Policies
36
Oversight of Risk Management
39
Environmental Social Governance
43
Stockholder Engagement
48
Communications with the Board
49
49
Meeting Attendance
49
Committee Structure and Membership
50
Audit Committee
51
Human Capital and Compensation Committee
52
Nominating and Corporate Governance Committee
53
53
Director Compensation Program
54
Stock Ownership Guidelines
54
2022 Director Compensation Table
56
56
Directors and Officers
57
Principal Stockholders
57
Delinquent Section 16(a) Reports
58
59
59
Compensation Discussion and Analysis Contents
60
Our NEOs
60
2022 Company Performance
62
Compensation Structure and Goals
66 2022 Executive Compensation Program
77 PSU Performance
79 2023 Executive Compensation Changes
81 Benefits and Perquisites
81 Stock Ownership Guidelines
81 Change in Control Severance Plan Effective in 2023
82 Clawback, Anti-Hedging, and Anti-Pledging Policies
82 Impact of Tax and Accounting Policies
83 Human Capital and Compensation Committee Report
84
84 Summary Compensation Table
86 Grants of Plan-Based Awards
88 Outstanding Equity Awards at Fiscal Year End
91 Option Exercises and Stock Vested
93 Pension Benefits
93 Nonqualified Deferred Compensation
94 Potential Payments Upon Termination or Change in Control
97
97 Methodology
98
98 Pay Versus Performance Table
101 List of Financial Performance Measures
101 Cumulative TSR
103 Compensation Actually Paid
106
107 Selection of Independent Auditors
107 Independent Auditors’ Fees and Services
107 Pre-Approval Policy
108
110
110 Stockholder Proposal
111 Kraft Heinz’s Statement in Opposition to Proposal 4
113
113 Stockholder Proposal
114 Kraft Heinz’s Statement in Opposition to Proposal 5
117
117 Stockholder Proposal
118 Kraft Heinz’s Statement in Opposition to Proposal 6
121
121 Information Regarding the Annual Meeting
128 Stockholder Proposals
129 Diversity Quick Summary
130 Other Matters
A-1

Websites
Links to websites included in this Proxy Statement are provided solely for convenience. Information contained on websites, including 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”).
Note about Forward-Looking Statements
This Proxy Statement contains information that may constitute forward-looking statements, as defined under U.S. federal securities laws. Words such as “aim,” “anticipate,” “aspire,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “predict,” “project,” “seek,” “will, “would,” and variations of such words and similar future or conditional expressions are intended to identify forward-looking statements. However, the absence of these words or similar expressions does not mean that a statement is not forward-looking. All statements regarding performance, events, developments, or achievements that we expect or anticipate will occur in the future, including statements expressing general views about future operating results or our targeted achievement of sustainability and other goals, are forward-looking statements. Management believes that these forward-looking statements are reasonable as and when made. However, caution should be taken not to place undue reliance on any such forward-looking statements as such statements speak only as of the date made. In addition, forward-looking statements are subject to certain risks and uncertainties that could cause our actual results to differ materially from historical experience and our present expectations or projections. These risks and uncertainties include, but are not limited to, those described in Item 1A, Risk Factors, in our Annual Report on Form 10-K for the year ended December 31, 2022 and those set forth in our future filings with the SEC. We disclaim and do not undertake any obligation to update, revise, or withdraw any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by applicable law or regulation.
Forward-looking and other statements in this document may also address our environmental, social, and governance (ESG) and diversity, equity, inclusion, and belonging progress, plans, and goals. The inclusion of such statements is not an indication that these are material to investors or required to be disclosed in the Company’s filings with the SEC. In addition, historical, current, and forward-looking environmental, diversity, and social-related statements may be based on standards for measuring progress that are still developing, internal controls and processes that continue to evolve, and assumptions that are subject to change in the future.

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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”), our Purpose is Let’s Make Life Delicious. Consumers are at the center of everything we do, and this commitment is reflected in our Vision To sustainably grow by delighting more consumers globally. We’re passionate about making the best food that is savored by the world. We believe in making tangible improvements to our Company, communities, and planet. We’re committed to championing diversity and building the best people and careers.
Our Culture and People
Our employee-value-proposition is our promise to our people, current and future, that we are in it together—and we are ready to grow! It’s why someone should join Kraft Heinz and stay at Kraft Heinz. We nurture our employees to lead as learners, operate as owners, and thrive as agents of change. We channel their passion, curiosity, and go-getter attitude into doing better every day. In return, we offer unique development opportunities, a chance to own their career and the invitation to make an impact on our future and our legacy. It’s a partnership that grows for the better—together.
AT KRAFT HEINZ, WE GROW OUR PEOPLE TO GROW OUR BUSINESS
Here at Kraft Heinz, we are encouraged to be our authentic selves and grow in our own unique ways. The strength of our diversity has allowed us to remain one of the most recognizable employers in the world and our rich mixture of people, places, and cultures make it an incredible place to work.
Everything we do is driven by our Purpose, our Vision, our Values, and our Leadership Principles—the cornerstones of our company culture. Our approximately 37,000 employees are in charge of our evolution journey, daring to do better every day and showing ownership at every level.
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The Kraft Heinz Company 2023 Proxy Statement|1

Proxy Statement Summary
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Our Board of Directors (“Board”) and Committees engage in regular and robust review of our global enterprise strategy. One of the strategy’s five key elements—and its most foundational—is People with Purpose, as we believe it’s essential to continue building and strengthening a diverse talent base around the world. The Human Capital and Compensation Committee (“Compensation Committee”) of the Board oversees our human resources strategy and key policies. As part of its oversight, the Committee evaluates whether we have the right people, incentives, and structure to execute our enterprise strategy. The Committee also supports our long-term succession planning by overseeing management’s development of talent to continue to fill key roles in the future. Our directors have full access to management and employees to address questions or concerns. Our directors may arrange meetings with employees independently and without management present. In addition, the Board and Committees have the authority to hire independent counsel or other advisors without approval from, or consultation with, management.
Our people are at the heart of everything we do as a Company. We champion great people is one of our six Company Values, and we’re working to embody it each day by investing in attracting, developing, and retaining diverse, world-class talent. We also are committed to fostering an engaging, inclusive culture that brings our company culture to life. For 2022, we established key performance indicators (KPIs) related to improvement in our retention and employee engagement scores for more than 250 executives and employees throughout the business, including our Chief Executive Officer and our Executive Vice Presidents. As of December 31, 2022:
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At Kraft Heinz, bringing people together at the table is what we’re all about. Each day, we’re working to create a healthier, more equitable global workplace and world. We do it by appreciating the impact that our people’s diverse backgrounds and perspectives bring to our Company and communities—and actively reflecting the faces and experiences of consumers across the globe. That’s why our diversity, equity, inclusion, and belonging strategy is a critical part of the People with Purpose element of our global enterprise strategy.
2|ir.kraftheinzcompany.com

Proxy Statement Summary
We live our Company Value of We demand diversity by focusing on three strategic areas: hiring and growing talent from diverse backgrounds and perspectives, developing inclusive leaders, and tracking and reporting our progress. As of December 31, 2022, our employee and leader population included the following:
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We provide our consolidated Equal Employment Opportunity (EEO-1) reports and additional information on our diversity, equity, inclusion, and belonging strategy and progress on our website:
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Our Platform Strategy and Brands
We continue to leverage our global scale, agility, and the power of our brands across a portfolio of six consumer-driven product platforms. We’re uniquely positioned and committed to providing solutions to consumers around the world, delivering on value, convenience, and quality at a time when they need it most. Our platforms are:
TASTE ELEVATION EASY MEALS MADE BETTER REAL FOOD SNACKING
Enhancing the taste, flavor, and texture of food
Convenient foods that minimize trade-offs at mealtime
Nutrition-rich, tasty, convenient clean food experiences
FAST FRESH MEALS EASY INDULGENT DESSERTS FLAVORFUL HYDRATION
Help consumers make fresh, easy prepared or assembled meals
Sweet and indulgent treats that bring simple joy to every day
Hydration across kids’ beverages and beverage mixes
We have prioritized investment in our Grow platforms, in particular Taste Elevation and Easy Meals Made Better, to drive accelerated profitable growth. Our broad portfolio includes iconic and emerging food and beverage brands popular in markets around the world. Some of the best-known ones that make life delicious for consumers include:
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The Kraft Heinz Company 2023 Proxy Statement|3

Proxy Statement Summary
2022 Performance Highlights
 SALES  INCOME  CASH FLOW
NET SALES
ORGANIC NET SALES*
NET INCOME
ADJUSTED
EBITDA*
NET CASH
PROVIDED BY
OPERATING
ACTIVITIES
FREE CASH
FLOW*
$26.5B
$26.2B
$2.4B
$6.0B
$2.5B
$1.6B
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1.7% year-
over-year
increase
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9.8% year-
over-year
increase
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131.3% year-
over-year
increase
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5.8% year-
over-year
decrease
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54.0% year-
over-year
decrease
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65.2% year-
over-year
decrease
*
Non-GAAP financial measure. For more information, including reconciliations of our non-GAAP measures to the comparable GAAP measures, see Appendix A to this Proxy Statement.
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 Company. Our Environmental Social Governance (“ESG”) strategy prioritizes the key ESG issues for our business through three pillars:
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We aim to set ambitious environmental goals, source sustainably, improve the products we sell, and make impactful advancements in communities where we live and work—all with a commitment to transparency. As detailed in our most
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recent ESG Report, released in October 2022, and highlighted under Corporate Governance and Board Matters—Environmental Social Governance beginning on page 39, we made progress and remain on track to achieve our ESG goals. In addition, we are proud to have received a 2022 rating of A (on a scale of AAA to CCC) in the MSCI ESG Ratings assessment, which reflects a steady progression from a rating of BB in 2020.
MSCI names and logos are trademarks or service marks of MSCI. The use by Kraft Heinz of any MSCI ESG Research LLC or its affiliates (“MSCI”) data, and the use of MSCI logos, trademarks, service marks, or index names herein, do not constitute a sponsorship, endorsement, recommendation, or promotion of Kraft Heinz by MSCI. MSCI services and data are the property of MSCI or its information providers and are provided “as-is” and without warranty.
4|ir.kraftheinzcompany.com

Proxy Statement Summary
Spotlight on Diversity, Equity, Inclusion, and Belonging
Driven by our Company Values We demand diversity, We champion great people, and We do the right thing, we welcome everyone to our table. We believe that diverse backgrounds and perspectives represent consumers and make us stronger, more thoughtful, and more innovative and that our diversity, equity, inclusion, and belonging efforts will make a lasting impact for our employees and the marketplace for generations to come.
Our commitments to diversity, equity, inclusion, and belonging have been continuously expanding as part of our multi-year strategy and are focused on four key aims:
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In 2022, we built on this strategy by focusing on three priority pillars:
Action
Allyship
Storytelling
We action our strategy by focusing on the areas of our business with the most opportunity to enhance representation. Our company culture is grounded in a deep personal commitment to diversity, equity, inclusion, and belonging. In solidarity and partnership, colleagues of all backgrounds and at every level are expected to lead and act with empathy, humility, and trust. We communicate our impact, both within our Company and in the diverse communities where we live and work, learning along the way.
Global Inclusion Council
Our Global Inclusion Council drives strategic accountability for results and provides governance, oversight, and reporting on diversity efforts and initiatives. The Council is a critical driver in fostering real organizational change, establishing priorities, and managing integrated and cross-functional initiatives. Council members are:

Miguel Patricio, Council Chair, Chief Executive Officer and Chair of the Board

Carlos Abrams-Rivera, Executive Vice President and President, North America

Pamay Bassey, Chief Learning and Diversity Officer

Tim Kenesey, Director

Alicia Knapp, Director

Rashida La Lande, Executive Vice President, Global General Counsel, and Chief Sustainability and Corporate Affairs Officer

Elio Leoni Sceti, Director

Rafael Oliveira, Executive Vice President and President, International Markets

Melissa Werneck, Executive Vice President and Global Chief People Officer
The Kraft Heinz Company 2023 Proxy Statement|5

Proxy Statement Summary
Awards and Recognition
As a Company, we are on a journey to make representation and inclusion real. As we continue holding ourselves to a higher standard, to demanding justice and equality, and to helping create a fairer world for all of us, we also are proud of the external recognition we and our people have received for the progress we’ve made. Recent highlights include:
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Bloomberg Gender-
Equality Index

2022 and 2023
Forbes 2022 The Best
Employers for Women
America’s Greatest
Workplaces for
Diversity 2023 from
Newsweek
Forbes 2022 The
Best Employers
for Veterans
100 score on Human
Rights Campaign
Corporate Equality Index
2025  Aspirations
Our 2025 aspirations are a starting point in a long journey ahead. We want the voices within our Company to reflect and represent the communities in which we operate as we create our products, design our marketing, and partner with customers and suppliers. By 2025, we are aiming for:
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We provide additional information on our diversity, equity, inclusion, and belonging strategy and progress on our website:
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6|ir.kraftheinzcompany.com

Proxy Statement Summary
2023 Voting Roadmap
Voting Matters and Vote Recommendations
Proposal
Board
Recommendation
More Information
1
Election of Directors
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FOR all nominees
Page 14
2
Advisory Vote to Approve Executive Compensation
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FOR
Page 58
3
Ratification of the Selection of PricewaterhouseCoopers LLP as Our Independent Auditors for 2023
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FOR
Page 106
4
Stockholder Proposal – Simple Majority Vote
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AGAINST
Page 110
5
Stockholder Proposal – Water Risk
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AGAINST
Page 113
6
Stockholder Proposal – Civil Rights
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AGAINST
Page 117
7
To transact any other business properly presented at the Annual Meeting
Vote in Advance
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Internet
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By Telephone
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By Mail
Visit the website listed on your proxy card, Notice, or voting instruction form.
Call the phone 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.
Vote at the Annual Meeting
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When
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Where
11:00 a.m. Eastern Time on
Thursday, May 4, 2023
Live webcast at www.virtualshareholdermeeting.com/KHC2023
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Access
To access the live webcast Annual Meeting, visit www.virtualshareholdermeeting.com/KHC2023. 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 127.
For additional information about voting, see Question 4 on page 122.
The Kraft Heinz Company 2023 Proxy Statement|7

Proxy Statement Summary
Board of Directors
You are being asked to vote on the following 12 nominees for director. The Board believes that the 2023 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 14.
Name and
Current Position
Age
Director
Since
Other Current
Public
Company
Boards
Independent
Kraft Heinz Committee Membership
Audit
Compensation
Governance
Miguel Patricio
Chair and Chief Executive Officer
Kraft Heinz
56
2021
None
John T. Cahill
Vice Chair
Former Chief Executive Officer and
Executive Chairman, Kraft Foods Group, Inc.
65
2015
2
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John C. Pope
Lead Director
Chairman and Chief Executive Officer, PFI Group LLC
73
2015
2
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Gregory E. Abel
Vice Chair, Non-Insurance Operations and Director, Berkshire Hathaway Inc.
60
2015
1
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Humberto P. Alfonso
Executive Vice President and Chief Financial Officer, Information Services Group, Inc.
65
Nominee
1
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Lori Dickerson Fouché
Former Senior Executive Vice President and Chief Executive Officer, TIAA Financial Solutions, TIAA
53
2021
1
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Diane Gherson
Former Senior Vice President and
Chief Human Resources Officer,
International Business Machines
Corporation (IBM)
66
2022
None
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Timothy Kenesey
President and Chief Executive Officer, MedPro Group Inc.
55
2020
None
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Alicia Knapp
President and Chief Executive Officer,
BHE Renewables, LLC
44
2022
None
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Elio Leoni Sceti
Co-Founder, Chief Crafter, and Chairman, The Craftory
57
2020
2
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Proxy Statement Summary
Name and
Current Position
Age
Director
Since
Other Current
Public
Company
Boards
Independent
Kraft Heinz Committee
Membership
Audit
Compensation
Governance
Susan Mulder
Global Brand President, Timberland, a subsidiary of VF Corporation
52
2020
None
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[MISSING IMAGE: ic_commitmember-bw.jpg]
James Park
Vice President and General Manager,
Fitbit Business Unit, Alphabet, Inc.
46
2022
None
[MISSING IMAGE: ic_tickmarkblu-pn.gif]
[MISSING IMAGE: ic_commitmember-bw.gif]
[MISSING IMAGE: ic_committee-pn.jpg] Committee Chair
[MISSING IMAGE: ic_commitmember-bw.jpg] Committee Member
(1)
If elected or re-elected, the Board expects to make such Committee appointment.
(2)
If re-elected, the Board expects Ms. Mulder to step down from the Committee following the Annual Meeting.
Diversity and Independence
We believe the director nominees reflect the importance that the Board places on diversity and independence. The attributes of the director nominees to be elected at the Annual Meeting are:
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For the Nasdaq Board Diversity Matrix, see Other Information—Diversity Quick Summary beginning on page 129.
Skills, Expertise, and Experience
We believe the director nominees reflect an appropriate mix of professional expertise and educational backgrounds to establish and maintain a Board that is strong in its collective knowledge. The skills, expertise, and experience of the director nominees to be elected at the Annual Meeting are:
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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 14.
The Kraft Heinz Company 2023 Proxy Statement|9

Proxy Statement Summary
Tenure and Refreshment
We believe the director nominees reflect a level 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.
The Nominating and Corporate Governance Committee (the “Governance Committee”) engages in a year-round process to identify and evaluate director candidates along with its regular review of Board and Committee composition. The Board regularly engages in succession planning. Since 2020, we have added eight new directors to the Board. The average tenure of the director nominees to be elected at the Annual Meeting and a history of our Board refreshment are:
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Corporate Governance Strengths
Independence
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    11 of 12 independent directors
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    Independent Lead Director
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    Regular executive sessions of independent directors
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    Fully independent Board Committees
Accountability
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    Annual election of all 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 can be called by the Chief Executive Officer, Chair, Vice Chair, 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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    33% of director nominees self-identify as people of color and 33% self-identify as women
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    Average age of director nominees is 58 years
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    Balance of new and experienced directors, with three new directors added in 2022, one new
director nominee for election at the Annual Meeting, and average tenure of 3.1 years for director nominees
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Proxy Statement Summary
Active Board Oversight and Engagement
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    Robust oversight of risks related to the Company’s business, including ESG risks
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    Directors attended an average of 97% of Board and Committee meetings in 2022; Chair, Vice
Chair, and Lead Director attended 100% of Board and Committee Meetings in 2022
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    Our policy regarding director time commitments limits directors’ service on the boards of other
public companies to three or, for directors who are chief executive officers of public companies, one (each in addition 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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    No poison pill
Compensation Policies
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    Clawback policy
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    Anti-hedging policy
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    Anti-pledging 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
Robust Stockholder Engagement Program
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    Proactive year-round engagement with stockholders
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    Incorporation of stockholder input in our strategies and programs, including our executive
compensation program
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, 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 through ownership, ambition, and meritocracy:
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Consistent with these goals, our compensation program has been designed to take into consideration fixed elements (base salary, benefits, and limited perquisites) and variable elements (short-term incentives (annual bonus) and long-term incentives (equity awards)). The framework is designed to link a significant portion of each NEO’s compensation to their individual performance and Kraft Heinz’s performance, including the ambitious nature of the performance targets set versus the strategic plan and above market expectations. Our compensation elements are designed to work together to recognize above median performance, continue to drive value creation, and align our employee’s interests with those of our stockholders.
When assessing our compensation program and determining the total compensation we offer to our NEOs, we take into consideration the overall rewards opportunity for each individual, including benefits and perquisites, against market position and expected/actual achieved performance relative to our peers. In line with our pay-for-performance
The Kraft Heinz Company 2023 Proxy Statement|11

Proxy Statement Summary
philosophy, we generally do not offer enhanced benefits or significant perquisites to our NEOs. While our method of delivering total compensation may vary from our peers, our approach to determining target and actual total compensation is in line with peer practice.
Please see Compensation Discussion and Analysis beginning on page 59 and the related Executive Compensation Tables beginning on page 84 for additional details about our executive compensation program, including information about our NEOs’ compensation for our 2022 fiscal year.
2022 Target Compensation Mix
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(1)
Equity award values for Mr. Patricio reflect the pro-rata 2022 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 2022 value of his sign-on new hire awards granted in March 2020 and annualized over four years.
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, engage, and incentivize our NEOs and align compensation with individual and Company performance, consistent with our strategy and culture of meritocracy. We met with our 13 largest stockholders to share perspective and receive feedback on key areas of interest and concern. In 2022 and 2023, we refined our compensation programs in direct response to feedback from stockholders and made the following changes effective in 2023:
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Proxy Statement Summary
For additional information on our stockholder engagement efforts and our responses to recent stockholder feedback, see Corporate Governance and Board Matters—Stockholder Engagement beginning on page 43. For additional information on changes to our compensation program for 2023, see Compensation Discussion and Analysis—2023 Executive Compensation Changes beginning on page 79.
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 (defined on page 35) since 1979. We are asking our stockholders to ratify the selection of PwC as our independent auditors for the fiscal year ending December 30, 2023. For additional information, see Proposal 3. Ratification of the Selection of Independent Auditors beginning on page 106.
The Kraft Heinz Company 2023 Proxy Statement|13

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Proposal 1. Election of Directors
At the recommendation of the Governance Committee, the Board has nominated the 12 directors listed below for election at the Annual Meeting. If elected, the directors will serve for a one-year term expiring at the 2024 Annual Meeting of Stockholders or until their successors have been duly elected and qualified or until their earlier death, resignation, disqualification, or removal. Eleven of the director nominees are current directors. Ten of the directors were elected by Kraft Heinz stockholders at our 2022 Annual Meeting of Stockholders. The Board appointed Ms. Gherson, effective November 3, 2022, following the departure of João M. Castro-Neves effective July 15, 2022, as previously disclosed. The Board is also nominating one new director nominee for election at the Annual Meeting: Humberto P. Alfonso.
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
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Skills, Expertise, and Experience

The Governance Committee seeks director nominees with the 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 the areas of:
o
disruptive/digital
o
manufacturing
o
marketing
o
technology
o
understanding of
our businesses and markets
o
accounting
o
finance
o
compensation/human capital
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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. The Board also evaluates its diversity as part of its annual self-evaluation process.

We believe the composition of the Board reflects those efforts and the importance of diversity to the Board. This year, the attributes of our director nominees include:
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For the Nasdaq Board Diversity Matrix, see Other Information—Diversity Quick Summary beginning on page 129.
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Proposal 1. Election of Directors
Factors
Considerations
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Commitment

The Governance Committee considers a director nominee’s ability to devote sufficient time and effort to fulfill their Kraft Heinz responsibilities, taking into account the individual’s other commitments. Our policy regarding director time commitments limits directors’ service on the boards of other public companies to three or, for directors who are chief executive officers of public companies, one (each in addition to Kraft Heinz).

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.

All of our director nominees are in compliance with our policy regarding director time commitments. In 2022, our directors attended an average of 97% of Board and Committee meetings, and our Chair, Vice Chair, and Lead Director attended 100% of Board and Committee Meetings.
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Independence

The Board considers whether a nominee meets various independence requirements applicable to Kraft Heinz directors, including whether a nominee’s service on boards and committees of other organizations is consistent with our conflicts of interest policy. Eleven of our 12 director nominees are independent.
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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 eight current directors to our Board since 2020, including three in 2022, and the Board has nominated one new director for election at the Annual Meeting.

The average tenure of our director nominees is 3.1 years.
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The Kraft Heinz Company 2023 Proxy Statement|15

Proposal 1. Election of Directors
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.
Skills, Expertise, and Experience
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Directors
Audit
CPG
Disruptive/
Digital
Financial
International
Legal/
Regulatory
Marketing/
Sales
Operations
Public
Company
Leadership
Strategic/
M&A
Miguel Patricio
Chair and CEO
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John T. Cahill
Vice Chair
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John C. Pope
Lead Director
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Gregory E. Abel
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Humberto P. Alfonso
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Lori Dickerson Fouché
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Diane Gherson
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Timothy Kenesey
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Alicia Knapp
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Elio Leoni Sceti
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Susan Mulder
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James Park
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Number of
Directors
8
6
5
9
10
5
7
11
8
12
% of Board
67%
50%
42%
75%
83%
42%
58%
92%
67%
100%
For additional information regarding voting arrangements with respect to certain director nominees affiliated with Berkshire Hathaway Inc. (“Berkshire Hathaway”), see under Corporate Governance and Board Matters—Related Person Transactions—Shareholders’ Agreement beginning on page 35.
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Proposal 1. Election of Directors
Director Nominee Biographies
The director nominee biographies that follow summarize the key experience and expertise the director nominees bring 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 deliver value to stockholders.
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.
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MIGUEL PATRICIO
Chair and Chief Executive
Officer
Key Qualifications
Mr. Patricio brings to the Board deep consumer goods industry and leadership experience as well as his unique perspective as our Chief Executive Officer.
Career Highlights

Kraft Heinz
o
Chief Executive Officer (June 2019 to present)
o
Chair of the Board (May 2022 to present)

Anheuser-Busch InBev SA/NV (“AB InBev”), a multinational drink and brewing holdings company
o
Chief of Special Global Projects – Marketing (January 2019 to June 2019)
o
Chief Marketing Officer (2012 to December 2018)
o
Various zone president and marketing leadership positions (2005 to 2012)

Companhia de Bebidas das Americas S.A. (“Ambev”), a Brazilian brewing company and predecessor of AB InBev
o
Chief Marketing Officer (1999 to 2004)

Philip Morris Companies Inc., an international tobacco company
o
Vice President, Marketing (1997 to 1999)

The Coca-Cola Company, a global beverage company
o
Global Marketing Director (1996 to 1997)

Johnson & Johnson, a pharmaceutical and medical device company
o
Global Marketing Director (1989 to 1995)
Other Current Public Company Boards

None
Other Current and Prior Boards

None
Age 56
Director since May 2021
Committees
None
Other Current Public Company Boards None
The Kraft Heinz Company 2023 Proxy Statement|17

Proposal 1. Election of Directors
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JOHN T. CAHILL
Vice Chair
Key Qualifications
Mr. Cahill brings to the Board extensive experience in the food and beverage industry, global leadership, operating, marketing, and product development experience.
Career Highlights

Kraft Foods Group, Inc., one of our predecessor companies
o
Chief Executive Officer (2014 to 2015)
o
Executive Chairman (2012 to 2014)

Mondelēz International, Inc. (“Mondelēz”), a food and beverage company and former parent of Kraft Foods Group, Inc.
o
Executive Chairman Designate, North American Grocery (2012)

Ripplewood Holdings LLC, a private equity firm
o
Industrial Partner (2008 to 2011)

PepsiCo, Inc., a global food and beverage company, and affiliates
o
Various executive and senior financial positions (1989 to 2007)
Other Current Public Company Boards

Colgate-Palmolive Company, a global consumer products company
o
Director (2005 to present)

American Airlines Group, an airline holding company
o
Lead Independent Director (2013 to present)
Other Current and Prior Boards

Kraft Foods Group, Inc. (2012 to 2015)

Legg Mason, Inc., a financial services holding company (2010 to 2014)
[MISSING IMAGE: ic_tickmarkblu-pn.jpg]Independent
Age 65
Director and Vice-Chair since July 2015
Committees
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Audit
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Governance
Other Current Public Company Boards 2
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Proposal 1. Election of Directors
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JOHN C. POPE
Lead Director
Key Qualifications
Mr. Pope brings to the Board extensive accounting and financial expertise, as well as valuable leadership, operating, marketing, and international experience.
Career Highlights

PFI Group LLC, a financial management firm
o
Chairman and Chief Executive Officer (1994 to present)

United Airlines, a U.S.-based airline, and its parent, UAL Corporation
o
Various executive positions in operations, finance, and marketing (1988 to 1994)
Other Current Public Company Boards

Waste Management, Inc., a provider of comprehensive waste management services
o
Director (1997 to present); Chairman of the Board (2004 to 2011)

Talgo S.A., a railcar manufacturer
o
Director (2015 to present)
Other Current and Prior Boards

R. R. Donnelley & Sons Company, a marketing and business communication company (1996 to February 2022)

Kraft Foods Group, Inc. (2012 to 2015)

Kraft Foods Inc. (now Mondelēz) (2001 to 2012)

Con-way, Inc., multinational freight transportation and logistics company (2003 to 2015)

Dollar Thrifty Automotive Group, Inc., a car rental company (1997 to 2012)
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Age 73
Director since July 2015
Lead Director since January 2021
Committees
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Audit (Chair)
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Compensation
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Governance (Chair)
Other Current Public Company Boards 2
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GREGORY E. ABEL
Key Qualifications
Mr. Abel brings to the Board extensive experience in regulated industries and mergers and acquisitions, as well as valuable leadership, operational, financial, and international experience.
Career Highlights

Berkshire Hathaway Inc., a diversified global holding company
o
Vice Chair, Non-Insurance Operations (January 2018 to present)

Berkshire Hathaway Energy Company, a global holding company that owns diversified businesses engaged primarily in the energy industry
o
Chief Executive Officer (2008 to January 2018)
o
President (1998 to January 2018)
Other Current Public Company Boards

Berkshire Hathaway Inc.
o
Director (January 2018 to present)
Other Current and Prior Boards

Berkshire Hathaway Energy Company (2011 to present)

H.J. Heinz Holding Corporation, one of our predecessor companies (2013 to 2015)

HomeServices of America Inc., a residential real estate services company and subsidiary of Berkshire Hathaway Inc. (previously Homeservices.com Inc.) (1999 to October 2020)
[MISSING IMAGE: ic_tickmarkblu-pn.jpg]Independent
Age 60
Director since July 2015
Committees
None
Other Current Public Company Boards 1
The Kraft Heinz Company 2023 Proxy Statement|19

Proposal 1. Election of Directors
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HUMBERTO P. ALFONSO
Key Qualifications
Mr. Alfonso brings to the Board deep financial management and public company accounting experience, as well as valuable experience in the CPG industry, public company leadership, and strategy.
Career Highlights

Information Services Group, Inc., a global technology research and advisory firm
o
Executive Vice President and Chief Financial Officer (June 2021 to present)

Yowie Group Ltd. (“Yowie Group”), a global brand licensing company specializing in children’s consumer products
o
Chief Executive Officer, Global (2016 to January 2018)

The Hershey Company, a global confectionary and snack products company
o
President, International (2013 to 2015)
o
Executive Vice President, Chief Financial Officer and Chief Administrative Officer (2011 to 2013)
o
Senior Vice President, Chief Financial Officer (2007 to 2011)
o
Vice President, Finance and Planning, North American Commercial Group (2006 to 2007)
o
Vice President, Finance and Planning, U.S. Commercial Group (2006)

Cadbury Schweppes PLC, a multinational confectionary company
o
Executive Vice President and Chief Financial Officer of Cadbury Schweppes Americas Beverages (2005 to 2006)
o
Vice President Finance, Global Supply Chain of Cadbury Schweppes (London, UK) (2003 to 2005)

Pfizer, Inc., a global pharmaceutical company
o
Vice President and Chief Financial Officer (2000 to 2003)

Warner-Lambert Company, a pharmaceutical company (acquired by Pfizer, Inc. in 2000)
o
Various financial positions (1983 to 2000)
Other Current Public Company Boards

Eastman Chemical Company, a specialty chemical company
o
Director (2011 to present)
Other Current and Prior Boards

Yowie Group (2017 to 2018)
[MISSING IMAGE: ic_tickmarkblu-pn.jpg]Independent
Age 65
New director nominee
Committees
[MISSING IMAGE: ic_auditcom-pn.jpg]
Audit*
Other Current Public Company Boards 1
* If elected, the Board expects to
appoint Mr. Alfonso to the
Committee.
20|ir.kraftheinzcompany.com

Proposal 1. Election of Directors
[MISSING IMAGE: ph_loridickersonfouche-4c.gif]
LORI DICKERSON FOUCHÉ
Qualifications
Ms. Fouché brings to the Board seasoned financial expertise, deep experience in the financial services industry, and valuable leadership, operating, and marketing experience.
Career Highlights

TIAA, a financial services firm
o
Senior Executive Vice President and Advisor to the Chief Executive Officer (June 2020 to December 2020)
o
Senior Executive Vice President and Chief Executive Officer, TIAA Financial Solutions (August 2018 to June 2020)

Prudential Financial, Inc. (“Prudential”), a financial services firm
o
Group Head of Individual Solutions (July 2017 to August 2018)
o
President of Prudential Annuities (2015 to July 2017)
o
Chief Executive Officer, Prudential Group Insurance (2014 to 2015)
Other Current Public Company Boards

Hippo Holdings Inc., and its predecessor Hippo Enterprises Inc., a property insurance company
o
Director (May 2021 to present)
Other Current and Prior Boards

Gusto Inc., a private payroll, benefits, and human resource management software provider (October 2021 to present)

Princeton University Board of Trustees (September 2021 to present; 2015 to June 2019)
[MISSING IMAGE: ic_tickmarkblu-pn.jpg]Independent
Age 53
Director since May 2021
Committees
[MISSING IMAGE: ic_auditcom-pn.jpg]
Audit
[MISSING IMAGE: ic_governance-pn.jpg]
Governance*
Other Current Public
Company Boards
1
* If re-elected, the Board
expects to appoint Ms. Fouché
to the Committee.
The Kraft Heinz Company 2023 Proxy Statement|21

Proposal 1. Election of Directors
[MISSING IMAGE: ph_dianegherson-4c.gif]
DIANE GHERSON
Key Qualifications
Ms. Gherson brings to the Board extensive expertise in human resources, compensation, and oversight of diversity and inclusion, as well as valuable experience in corporate transformations and operations.
Career Highlights

Harvard Business School
o
Senior Lecturer (July 2021 to present)

International Business Machines Corporation (“IBM”), a global technology company
o
Senior Vice President and Special Advisor to the Chief Executive Officer (September 2020 to December 2020)
o
Senior Vice President and Chief Human Resources Officer (2017 to August 2020)
o
Senior Vice President, Human Resources (2013 to 2017)
o
Various senior leadership positions in human resources, talent, and compensation and benefits (2002 to 2013)

Willis Towers Watson
o
Principal and Global Practice Leader (1997 to 2002)
o
Principal (1994 to 1997)
Other Current Public Company Boards

None
Other Current and Prior Boards

National Academy of Human Resources (January 2019 to present)

Ping Identity Holding Corp., a provider of enterprise intelligent identity solutions (February 2021 to October 2022, when it was acquired and taken private by Thoma Bravo)
[MISSING IMAGE: ic_tickmarkblu-pn.jpg] Independent
Age 66
Director since November 2022
Committees
[MISSING IMAGE: ic_compensation-pn.jpg]
Compensation
Other Current Public Company
Boards
None
[MISSING IMAGE: ph_timothykenesey-4c.gif]
TIMOTHY KENESEY
Key Qualifications
Mr. Kenesey brings to the Board important insights into creating long-term profitable growth, operations, mergers and acquisitions, risk management, and financial reporting.
Career Highlights

MedPro Group Inc., a healthcare liability insurance company and subsidiary of Berkshire Hathaway Inc.
o
President and Chief Executive Officer, (2001 to present)

General Electric Company, an industrial technology company
o
Senior Vice President of GE Insurance (2000)
o
Global Business Development Manager of GE Healthcare (1998 to 1999)

Sidley Austin LLP, a global law firm
o
Attorney focused on mergers and acquisitions and corporate finance (1993 to 1997)

KPMG LLP, an accounting firm
o
Audit and Tax Accountant (1989 to 1990)
Other Current Public Company Boards

None
Other Current and Prior Boards

Fechheimer Brothers, a public safety uniform and apparel company and subsidiary of Berkshire Hathaway Inc. (2007 to present)

Various other smaller insurance subsidiaries of Berkshire Hathaway Inc.
[MISSING IMAGE: ic_tickmarkblu-pn.jpg]Independent
Age 55
Director since January 2020
Committees
[MISSING IMAGE: ic_compensation-pn.jpg]
Compensation (Chair)
Other Current Public Company Boards None
22|ir.kraftheinzcompany.com

Proposal 1. Election of Directors
[MISSING IMAGE: ph_aliciaknapp-4c.gif]
ALICIA KNAPP
Key Qualifications
Ms. Knapp brings to the Board deep experience as a strategic leader, particularly in renewable energy and sustainability, and significant operational, risk management, and financial acumen.
Career Highlights

BHE Renewables, LLC (“BHE Renewables”), a renewable energy company and subsidiary of Berkshire Hathaway Inc.
o
President and Chief Executive Officer (December 2020 to present)

MidAmerican Energy Company (“MidAmerican Energy”), an energy company providing electric and natural gas service and subsidiary of Berkshire Hathaway Inc.
o
Vice President, Renewable Generation (May 2020 to December 2020)
o
Vice President, Gas Delivery (October 2018 to May 2020)
o
General Manager, Gas Operations (January 2018 to October 2018)

BHE Renewables
o
General Manager (August 2017 to January 2018)
o
Project Manager (2012 to August 2017)

MidAmerican Energy
o
Project Manager, Nuclear (2010 to 2012)
o
Various positions in risk management and energy trading (2001 to 2010)
Other Current Public Company Boards

None
Other Current and Prior Boards

None
[MISSING IMAGE: ic_tickmarkblu-pn.jpg] Independent
Age 44
Director since May 2022
Committees
[MISSING IMAGE: ic_governance-pn.jpg]
Governance
Other Current Public Company
Boards
None
The Kraft Heinz Company 2023 Proxy Statement|23

Proposal 1. Election of Directors
[MISSING IMAGE: ph_elioleonisceti-4c.gif]
ELIO LEONI SCETI
Key Qualifications
Mr. Leoni Sceti brings to the Board deep experience in the consumer goods sector, operations, marketing, product development, and disruptive and digital areas.
Career Highlights

The Craftory, a global investment house for purpose-driven CPG challenger brands
o
Co-Founder, Chief Crafter, and Chairman (May 2018 to present)

Active investor in and advisor to early-stage tech companies (2010 to present)

Iglo Group, a frozen food company whose brands include Birds Eye, Findus, and Iglo
o
Chief Executive Officer (2013 to 2015)

EMI Group, a global music company
o
Chief Executive Officer (2008 to 2010)

Reckitt Benckiser Group plc, a home, health and personal care products company
o
Executive Vice President and Head of the European Operations (2006 to 2008)
o
Executive Vice President and Chief Marketing Officer, Global Head of Innovation (2001 to 2005)
o
Various marketing and management positions (1992 to 2001)

Procter & Gamble Company, a CPG company
o
Various marketing positions (1988 to 1992)
Other Current Public Company Boards

Barry Callebaut AG, a global chocolate and cocoa products manufacturer
o
Director (December 2017 to present)

AB InBev
o
Independent Director (2014 to present)
Other Current and Prior Boards

LSG Holdings Limited, an investment management company (2011 to present)

Various portfolio companies of The Craftory

Room to Read, UK Board, a charitable organization promoting education and gender equality (April 2019 to present)

One Young World, Board of Trustees, a global forum for young leaders from over 190 countries (2011 to present)
[MISSING IMAGE: ic_tickmarkblu-pn.jpg] Independent
Age 57
Director since May 2020
Committees
[MISSING IMAGE: ic_compensation-pn.jpg]
Compensation
Other Current Public Company
Boards
2
24|ir.kraftheinzcompany.com

Proposal 1. Election of Directors
[MISSING IMAGE: ph_susanmulder-4c.gif]
SUSAN MULDER
Key Qualifications
Ms. Mulder brings to the Board extensive experience in the consumer goods and retail sectors and direct-to-consumer e-commerce as well as knowledge of corporate governance and finance.
Career Highlights

Timberland, an outdoor lifestyle brand and subsidiary of VF Corporation
o
Global Brand President (April 2021 to present)

Equality Asset Management, a private equity firm
o
Advisor (July 2018 to November 2022)

Nic & Zoe Co., a women’s apparel company
o
Chief Executive Officer and Director (2012 to April 2021)

McKinsey & Company, a global management consulting firm
o
Senior Partner, specializing in marketing and organization (1996 to 2012)
Other Current Public Company Boards

None
Other Current and Prior Boards

Sally Beauty Holdings, Inc. (2014 to January 2022)

Boston Children’s Hospital Philanthropic Board of Advisors (2005 to December 2021)
[MISSING IMAGE: ic_tickmarkblu-pn.jpg]Independent
Age 52
Director since May 2020
Committees
[MISSING IMAGE: ic_auditcom-pn.jpg]
Audit*
[MISSING IMAGE: ic_governance-pn.jpg]
Governance
Other Current Public Company
Boards
None
*If re-elected, the Board expects
Ms. Mulder to step down from
the Committee.
The Kraft Heinz Company 2023 Proxy Statement|25

Proposal 1. Election of Directors
[MISSING IMAGE: ph_jamespark-4c.gif]
JAMES PARK
Key Qualifications
Mr. Park brings to the Board deep expertise in technology and digital capabilities, as well as valuable experience in mergers and acquisitions and public company leadership.
Career Highlights

Google LLC (“Google”), a subsidiary of Alphabet Inc., a global technology company
o
Vice President and General Manager, Fitbit (February 2021 to present)

Fitbit, Inc., a connected health and fitness company (acquired by Google in January 2021)
o
Chairman (2015 to January 2021)
o
Co-Founder, President, Chief Executive Officer, and Director (2007 to January 2021)

CNET Networks, Inc. (“CNET”), an online media company
o
Director of Product Development (2005 to 2007)

Wind-Up Labs, Inc., an online photo sharing company (acquired by CNET in 2005)
o
President and Co-Founder (2002 to 2005)
Other Current Public Company Boards

None
Other Current and Prior Boards

Fitbit, Inc. (2007 to January 2021)
[MISSING IMAGE: ic_tickmarkblu-pn.jpg]Independent
Age 46
Director since May 2022
Committees
[MISSING IMAGE: ic_compensation-pn.jpg]
Compensation
Other Current Public Company
Boards
None
Recommendation
[MISSING IMAGE: ic_tickbox-pn.gif]
The Board recommends that stockholders vote FOR each of the director nominees named for election in this Proxy Statement.
26|ir.kraftheinzcompany.com

[MISSING IMAGE: aw_lunchables-4c.jpg]
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 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
We have a Code of Business Conduct and Ethics for Non-Employee Directors applicable to our non-employee directors and a Code of Conduct applicable to our employees (including our NEOs) and contingent and contract workers (together, the “Codes of Conduct”). The Codes of Conduct reflect our values and are designed to deter wrongdoing and to promote honest and ethical conduct, compliance with applicable laws, rules, and regulations, confidentiality of our proprietary information, and accountability. Our directors, employees, contingent and contract workers, partners, suppliers, and customers, as well as consumers can ask questions about our Codes of Conduct and other ethics and compliance issues, or report potential violations, through our Ethics Helpline, online or by phone, which is operated by an independent and multilingual third-party reporting specialist.
The Codes of Conduct are available on our website as provided under Corporate Governance Materials Available on Our Website on page 28. In the event we amend or waive any of the provisions of the Codes of Conduct applicable to our directors, principal executive officer, principal financial officer, principal accounting officer, or controller, we also intend to disclose such actions, as required, on our website.
The Kraft Heinz Company 2023 Proxy Statement|27

Corporate Governance and Board Matters
Corporate Governance Materials Available on Our Website
The following policies and Committee charters can be found on our website:

Corporate Governance Guidelines

Committee Charters

Codes of Conduct
To view these documents, visit ir.kraftheinzcompany.com and click on “Corporate Governance” tab. 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.
In addition, we will promptly deliver free of charge, upon request, a copy of the Corporate Governance Guidelines, Committee Charters, or Codes of Conduct to any stockholder requesting a copy.
Requests should be directed to:
[MISSING IMAGE: ic_mail-pn.jpg]
The Kraft Heinz Company
Attention: Corporate Secretary
200 East Randolph Street
Suite 7600
Chicago, Illinois 60601
28|ir.kraftheinzcompany.com

Corporate Governance and Board Matters
Key Corporate Governance Practices
Leadership
Stockholder Interests
[MISSING IMAGE: ic_tickhigh-pn.jpg]   Leadership Structure
We have a combined Chair and Chief Executive Officer role as well as a Vice Chair and Lead Director who are each independent, unaffiliated with our significant stockholders, and have clearly defined and robust responsibilities.
[MISSING IMAGE: ic_tickhigh-pn.jpg]   Executive Sessions
At each Board meeting, our directors meet without our Chief Executive Officer or any other members of management present to discuss issues important to Kraft Heinz, including any matters regarding management.
[MISSING IMAGE: ic_tickhigh-pn.jpg]   Special Meetings of the Board
Our Amended and Restated By-Laws (“By-Laws”) allow our Chief Executive Officer, Chair, Vice Chair, majority of directors, or Chair of any Committee with the support of at least two other directors to call special meetings of the Board.
[MISSING IMAGE: ic_tickhigh-pn.jpg]   Annual Performance Evaluations
The Governance Committee develops and oversees an annual evaluation process for the Board and all Committees of the Board.
[MISSING IMAGE: ic_tickhigh-pn.jpg]   Director Time Commitments
We maintain a policy that limits directors’ service on the boards of other public companies to three or, for directors who are chief executive officers of public companies, one (each in addition to Kraft Heinz)
[MISSING IMAGE: ic_tickhigh-pn.jpg]   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.
[MISSING IMAGE: ic_tickhigh-pn.jpg]   Annual Election of Directors
Our stockholders vote to elect all directors annually.
[MISSING IMAGE: ic_tickhigh-pn.jpg]   Stock Ownership Requirements
Our stock ownership requirements are designed to align executive officers’ and directors’ interests with those of stockholders.
[MISSING IMAGE: ic_tickhigh-pn.jpg]   Annual Say-on-Pay Votes
We solicit stockholders’ advisory vote on executive compensation annually.
[MISSING IMAGE: ic_tickhigh-pn.jpg]   Proactive Year-Round Engagement with
Stockholders
We reach out to our largest stockholders for engagement in the fall, in advance of our annual review of governance best practices, and in the spring, in advance of our Annual Meeting. In addition, we engage with investors and other stakeholders on an ongoing basis regarding various matters, including ESG.
[MISSING IMAGE: ic_tickhigh-pn.jpg]   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.
[MISSING IMAGE: ic_tickhigh-pn.jpg]   Stockholder Action by Written Consent
Our 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.
The Kraft Heinz Company 2023 Proxy Statement|29

Corporate Governance and Board Matters
Board Leadership Structure
The Board’s current leadership structure consists of a Chair, Vice Chair, and Lead Director.
CHAIR AND CEO
[MISSING IMAGE: ic_tickmarkblu-pn.gif] INDEPENDENT VICE CHAIR
Miguel Patricio
John T. Cahill
The Chair of the Board is responsible for facilitating a highly functioning and effective Board, providing overall leadership, and encouraging open communications.
The Vice Chair of the Board assists the Chair, serves as chair when the Chair and Lead Director are unable to attend a meeting, and approves Board meeting agendas.
[MISSING IMAGE: ic_tickmarkblu-pn.gif]INDEPENDENT LEAD DIRECTOR
John C. Pope
The Lead Director:

Approves Board meeting agendas, meeting schedules, and other information sent to the Board

Presides at all meetings at which the Chair is not present, including executive sessions of the independent directors at each regularly scheduled Board meeting, and, as appropriate, informs the Chair of the issues considered and decisions reached

Serves as a Board representative for communication with our stockholders, as appropriate

Serves as liaison between the Chair and the independent directors

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

Serves as an ex officio member of all Board Committees of which the Lead Director is not otherwise 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.
In 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. In nominating Mr. Pope as our independent Lead Director, the Board considered his deep understanding of our business and industry and determined that Mr. Pope is well positioned to provide constructive, independent, and informed guidance and oversight to management.
In 2022, following the retirement of our then Chair, the Board decided to combine the roles of Chair and Chief Executive Officer and appoint Mr. Patricio to the role, effective May 2022. The Board thoroughly considered a range of factors, including, among others, our strategic priorities, the complexity and global nature of our business, Mr. Patricio’s knowledge of the industry, the various capabilities of our directors, the highly independent composition of the Board, the meaningful responsibilities of the independent Lead Director, and the current environment of our industry. The Board has a high level of confidence in Mr. Patricio’s leadership and ability to work closely and transparently with our independent directors. Moreover, the Board believes that, in the role of Chair and Chief Executive Officer, Mr. Patricio is best positioned to be aware of key issues facing Kraft Heinz and to serve as a highly effective bridge between the Board and management. The Board concluded that a combined Chair and Chief Executive Officer role together with the strong independent leadership provided by our Lead Director, Vice Chair, and each of the three standing Board Committees, which consist solely of, and are chaired by, independent directors, provides an appropriate balance
30|ir.kraftheinzcompany.com

Corporate Governance and Board Matters
between effective independent oversight and strong, consistent leadership to drive execution of our enterprise strategy. Accordingly, the Board believes this structure serves the best interests of Kraft Heinz and our stockholders at this time.
The Board has not adopted a formal policy regarding the need to separate or combine the offices of Chair of the Board and Chief Executive Officer. We continue to believe it is important that the Board retains the discretion to determine the leadership structure that best serves the long-term interests of Kraft Heinz in the future, including separating the Chair and Chief Executive Officer roles as the Board deems appropriate. 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 was initially elected to serve as a director at our 2021 Annual Meeting of Stockholders and is nominated for re-election at the Annual Meeting.
The Kraft Heinz Company 2023 Proxy Statement|31

Corporate Governance and Board Matters
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 three 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.
[MISSING IMAGE: fc_annualboard-pn.jpg]
1 PROCESS REVIEW The process,including the methodof evaluation, isreviewed by theGovernanceCommittee, withrecommendationsfrom the CorporateSecretary’s team,annually. Updates aremade as appropriateand consistent withthe current Boardstructure andresponsibilities,Company strategyand processes, andbest practices. 2 EVALUATION Directors are asked tocomplete an individualevaluation for theBoard and eachCommittee on whichthey serve. Theevaluations aredesigned to addresssignificantresponsibilities andprocesses key toBoard effectivenessand include openendedquestions andspace for candidcommentary TOPICS COVERED IN 2022 Board efficiency and overall effectivenessBoard and Committee structure and compositionSatisfaction with the performance of the Board andCommittee ChairsBoard member access to members of seniormanagementQuality of discussionQuality and clarity of materials presented to directorsSatisfaction with the frequency and format of meetingsand time allocationsBoard dynamics and cultureSkills and qualifications of individual directorsIndividual director performance and engagementOversight of key strategy and risks 3 SUMMARY OFEVALUATIONS Evaluation responsesand feedback areaggregated, withfeedback anonymizedand commentsincluded verbatim.Reports summarizingfeedback, includingresponses andhighlights of keythemes, are producedfor the Board andeach Committee. 4 REVIEW ANDDISCUSSION The results of theevaluations areshared with the fullBoard and eachCommittee for reviewand discussion. TheGovernanceCommittee reviewsthe results of theevaluations for allCommittees and thefull Board andconsidersrecommendations forchanges and areas ofimprovement. 5 FEEDBACKINCORPORATED The Chair of theGovernanceCommittee sharesresults of theCommittee’s reviewand recommendationswith the full Board foraction.
32|ir.kraftheinzcompany.com

Corporate Governance and Board Matters
Director Orientation
We engage each new director in an orientation program that includes:

Background on Kraft Heinz, including financial position and strategic plans

Briefing on key issues and risks facing the Company and industry

Meetings with senior management

Overviews of significant financial, accounting, and risk management policies, as appropriate, and Codes of Conduct
In addition, directors are welcome to attend meetings of Committees of which they are not a member. Directors also have unrestricted access to management and are encouraged to meet with management to enhance their understanding of our strategy and business.
Independence
The Corporate Governance Guidelines require that a majority of our directors meet the independence requirements of The Nasdaq Stock Market LLC (“Nasdaq”). 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 their exercise of independent judgment in carrying out their responsibilities as a director. The Board determined that, under Nasdaq rules, the following director nominees are independent:

Mr. Abel

Mr. Alfonso

Mr. Cahill

Ms. Fouché

Ms. Gherson

Mr. Kenesey

Ms. Knapp

Mr. Leoni Sceti

Ms. Mulder

Mr. Park

Mr. Pope
[MISSING IMAGE: pc_independ-pn.gif]
Alexandre Behring and Alexandre Van Damme, who decided not to stand for re-election at our 2022 Annual Meeting of Stockholders, and João M. Castro-Neves, who stepped down effective July 15, 2022, were also determined to be independent during the periods in which they served. Mr. Cahill, the former Chief Executive Officer of Kraft and former consultant to Kraft Heinz, was determined to be independent effective August 17, 2022. In assessing Mr. Cahill’s independence in 2022, the Board took into account that Mr. Cahill stepped down as Chief Executive Officer of Kraft, one of our predecessor companies, in 2015, last provided consulting services to Kraft Heinz in July 2019, and received a grant of stock options in August 2019 in connection with the termination of his consulting agreement. Mr. Patricio, our Chief Executive Officer, is not independent.
In conducting its evaluations of Mr. Abel, Mr. Kenesey, and Ms. Knapp, the Board considered each individual’s affiliation with Berkshire Hathaway, which held approximately 26.5% of our outstanding common stock as of March 6, 2023, and its subsidiaries. The Board found that such affiliations and directorships were in compliance with our conflict of interest policies.
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 effort and that it is critical to the success of the Company that directors have the ability to dedicate sufficient time and attention to their Kraft Heinz Board responsibilities. In 2022, the Board reviewed its policy regarding director time commitments, taking into consideration the policies of our largest stockholders, and
The Kraft Heinz Company 2023 Proxy Statement|33

Corporate Governance and Board Matters
amended our Corporate Governance Guidelines to reduce the number of boards on which a director or public company CEO can serve. Our Corporate Governance Guidelines:

Limit directors’ service on the boards of other public companies to three or, for directors who are chief executive officers of public companies, one (each in addition to Kraft Heinz)

Require that the Board determine whether simultaneous service on more than three public company audit committees (including Kraft Heinz) impairs a director’s ability to serve effectively on our Audit Committee

Establish an expectation that directors consult with the Chair, the Lead Director, 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
DIRECTOR
maximum of 3 other
public company boards
PUBLIC COMPANY CEO
Maximum of 1 other
public company board
AUDIT COMMITTEE
Maximum of 3 public
company audit
committees (including
Kraft Heinz)
As of March 6, 2023, all directors and director nominees are in compliance with this policy. In 2022, our directors attended an average of 97% of Board and Committee meetings, and our Chair, Vice Chair, and Lead Director attended 100% of Board and Committee Meetings.
In appointing Mr. Pope as Lead Director and Chair of the Audit and Governance Committees, the Board, and the independent directors, considered Mr. Pope’s time commitments, including his roles at PFI Group, Waste Management, and Talgo. The Board noted Mr. Pope’s high engagement with the Board and Kraft Heinz management, his history of attendance at Board and Committee meetings, and the additional responsibilities he was undertaking prior to his appointment as Lead Director and Chair of the Governance Committee. The Board determined that Mr. Pope could serve effectively in all roles under the circumstances. The Governance Committee, the Board, and the independent directors believe that Mr. Pope continues to dedicate significant time, effort, and attention to his Kraft Heinz Board responsibilities.
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 holders of 5% or more of our common stock 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 Nasdaq rules)

whether the transaction would violate any provision of our Codes 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
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related person with respect to a transaction under review recusing himself, herself, or themself 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. with and into a wholly owned subsidiary of H.J. Heinz Holding Corporation. In connection with the Kraft Heinz Merger, 3G Global Food Holdings, LP (“3G Global Food Holdings” and, together with its affiliates, “3G Capital”) 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 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 has agreed 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 has agreed that for so long as 3G Global Food Holdings and its affiliates collectively own shares representing at least 33% but less than 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 two Kraft Heinz board nominees designated by 3G Global Food Holdings (three board nominees if they own at least 66% 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 56 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.
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, as well as short-selling Kraft Heinz securities, transacting in puts, calls, or other derivatives on Kraft Heinz securities, or hedging transactions on Kraft Heinz securities.
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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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FULL BOARD Has ultimate responsibility for risk oversight, including related to our ESG risksHas delegated primary responsibility for overseeing risk assessment and management to the Audit Committeeand receives regular updates from the Audit CommitteeReviews (full Board or via Committees) risks related to our business and operations throughout the yearDirectors regularly discuss the risk management process directly with members of management AUDITCOMMITTEECOMPENSATIONCOMMITTEEGOVERNANCECOMMITTEEReviews guidelines and policies governingthe process by which management managesrisk, including related to major financial riskexposures, information technology, andcybersecurityReviews risk assessment and riskmanagement guidelines, policies, andprocesses used in our Strategic EnterpriseRisk Management (“SERM”) approachReviews the SERM approach and the resultsof the annual SERM assessmentAllocates responsibility for overseeing thereview and assessment of key riskexposures and management’s response tothose exposuresOversees evaluation ofour compensationstructure’s impact on risktaking and risk mitigationOversees humanresources strategy andkey policies, includingdiversity and inclusion andworkplace environmentand culture, as well assuccession planningReviews risks related toour business andoperationsOversees ourgovernance practicesand Boardcomposition,refreshment, andleadership structureReviews related partytransactions and theGuidelinesReviews andassesses risksrelated to ourbusiness andoperations Each Committee reports key risk discussions to the Board following its meetings. MANAGEMENTResponsible for the day-to-day management and mitigation of riskRegularly provides reports to the Board, the Audit Committee, and any other appropriate Committee regardingkey risks and the actions management has taken to monitor, control, and mitigate risksDiscusses and provides updates on management’s reports at Board and Committee meetings
For additional information regarding the Committees of the Board and Committee membership and responsibilities, see below under Board Committees and Membership beginning on page 49. To learn more about risks facing the Company, see the factors described in Item 1A, Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2022 (the “2022 Annual Report”) and those set forth in our future filings with the SEC. The risks described in the 2022 Annual Report and subsequent filings with the SEC are not the only risks facing us. Additional risks and
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uncertainties not currently known or that may currently be deemed to be immaterial based on the information known to us may also materially adversely affect our business, financial condition, or results of operations.
Our Strategic Enterprise Risk Management (SERM) Approach
Our SERM approach is an ongoing process effected at all levels of our operations and across business units and functions to identify, assess, monitor, manage, and mitigate risk over the short-, intermediate-, and long-term. As part of this process, the Company:

identifies material risks, including operational, strategic, and financial risks

assesses and prioritizes risks taking into account various factors such as the potential impact, likelihood of occurrence, and effectiveness of current mitigation strategies

develops plans to monitor, manage, and mitigate material risks
Our SERM process is designed to facilitate open communication between management and the Board to advance the Board’s and Committees’ understanding of our risk management process, how it is functioning, the participants in the process, key risks to our business and performance, and the information gathered through the approach. The Board and Committees may also receive reports from external advisors such as outside counsel and industry experts to further understand critical risk areas.
The Audit Committee oversees the SERM process and reviews key business risks with the Global Head of Internal Audit. These risks inform Board and Audit Committee discussion topics throughout the year. The Audit Committee routinely meets privately with representatives from PwC, our independent auditors, as well as our Global Head of Internal Audit, Chief Global Ethics and Compliance Officer, and Global General Counsel. Our Corporate Risk Committee helps identify, evaluate, and implement risk management controls and methodologies to address identified risks and functionally reports directly to the Executive Leadership Team.
Oversight of Cybersecurity
The Audit Committee is responsible for oversight of the Company’s information technology and cybersecurity risks. To fulfill its oversight responsibilities, the Committee receives updates from our Global Chief Information Officer and Chief Information Security Officer at least twice a year, which cover topics related to information security, privacy, and cyber risks and risk management processes, including the status of significant cybersecurity incidences, the emerging threat landscape, and the status of projects to strengthen the Company’s information security posture. We have also adopted a cyber incident response plan, under which the Audit Committee is informed of any cybersecurity incidents with the potential to materially adversely impact the Company or our information systems. The Audit Committee regularly reports to the Board on information technology, cybersecurity, and privacy matters.
Our Chief Information Security Officer oversees the team responsible for leading enterprise-wide information security strategy, policy, standards, architecture, and processes. The information security team works in partnership with the Company’s internal audit team to review information technology-related internal controls with our external auditor as part of our overall internal controls process. We currently maintain a cyber insurance policy that provides coverage for security incidents.
Our cybersecurity risk management program is designed to employ best practices, including ongoing enhancement of governance, risk, and compliance management, continuous updates to our response planning and protocols, security policy and standards maintenance, and new technology implementation to proactively monitor vulnerabilities and reduce risk. The program includes:

Annual third-party audits, including penetration testing and review of program maturity based on the National Institute of Standards and Technology (NIST) cybersecurity framework;

Regular phishing, social engineering, and cyber hygiene training for employees with Company email and access to connected devices;
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Regular consulting with external advisors and specialists regarding opportunities and enhancements to strengthen our cyber practices and policies;

Continuous security event monitoring, management, and incident response;

Annual performance of a minimum of two tabletop exercises to educate and train our response capabilities and inform adjustments to our controls and response;

Continuous enhancements to security capabilities based on evolving threats;

Due diligence of third-party vendors’ information security programs; and

Regular testing of incident response procedures.
Oversight of ESG
Our ESG governance starts with oversight of our ESG strategy by the Board. We believe the full Board’s responsibility for consideration and oversight of critical ESG issues enhances our sustainability efforts, which are a critical component of our overall enterprise strategy. To fulfill its oversight responsibilities, the Board receives regular updates on priority ESG issues from our Global General Counsel and Chief Sustainability and Corporate Affairs Officer, as well as other team leaders throughout the business, which cover topics related to policy and program development, actions taken to protect the Company from the negative impacts of climate change on our operations and value chain, and progress toward achieving our ESG goals. For additional information regarding our ESG governance framework, see Corporate Governance and Board Matters—Environmental Social Governance—ESG Governance on page 41.
Oversight of Human Capital Management
The Board is actively engaged in overseeing development and succession of the Company’s senior management and the Company’s key human resources strategies. The Compensation Committee oversees the Company’s compensation and benefits plans, policies, and programs, long-term incentive programs, and succession plans for the Chief Executive Officer and other senior executive positions as well as strategies, policies, and outcomes related to diversity and inclusion, workplace environment and culture, pay equity, and talent development and retention. To fulfill its oversight responsibilities, the Committee receives updates from our Global Chief People Officer at least once a year, which cover topics related to engagement and attrition, diversity and inclusion, culture, leadership development, and performance management. The Compensation Committee regularly reports to the Board on human capital management, culture, employee engagement, and performance matters.
The Global Inclusion Council, which is chaired by our Chief Executive Officer and Chair of the Board and includes three of our other directors and several members of our Executive Leadership Team, provides oversight of the Company’s diversity efforts and initiatives, including progress on the Company’s diversity, equity, inclusion, and belonging goals and efforts. For additional information regarding the Global Inclusion Council, see Proxy Statement Summary—Spotlight on Diversity, Equity, Inclusion, and Belonging—Global Inclusion Council beginning on page 5.
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Environmental Social Governance
We believe in helping to create a healthier and more sustainable environment for all of us. Each day, we are actively working 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 Company Value We do the right thing, we’re working to incorporate strong ESG approaches into each aspect of our global business.
Our Strategy and Approach
OUR PILLARS
Our ESG strategy prioritizes the key ESG issues for our business and stakeholders and focuses on the areas where we can have the greatest impact—from responsible ingredient sourcing to expanded nutrition guidelines and environmental impact. Our efforts and integrated initiatives are organized under three key pillars:
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EnvironmentalStewardshipHealthy Living Responsible Sourcing& Community SupportOngoing improvements to ourproduct nutrition, transparentand responsible marketing andcommunications, alignment withcredible science and publichealth goals, and ourcommitment to fight globalhunger.Reductions in our operationalenvironmental footprint throughactive efforts to conserve waterand energy, reduce emissions,minimize waste, and make ourpackaging sustainable.Work throughout our valuechain dedicated to responsiblesourcing and related impacts,including human rights,deforestation, sustainableagriculture, and animal welfare.
STAKEHOLDER ENGAGEMENT
To inform and continuously improve our ESG strategy, we engage a variety of stakeholders. We believe our stakeholder engagement strengthens our understanding of important environmental, social, and governance issues, which helps us set priorities. Our global stakeholder network consists of internal and external people and parties whose support is critical to the long-term success of our business or who are materially impacted by our business operations, including:
stockholders | customers | employees | nongovernmental organizations (NGOs)
industry associations | governmental and regulatory entities | consumers | suppliers
ESG MATERIALITY ASSESSMENT
We conduct a comprehensive ESG materiality assessment every three to five years. Our ESG materiality assessment enables us to identify and prioritize the issues that are of greatest concern to our stakeholders and that are relevant to our business. We re-evaluate these results on an ongoing basis to reflect any changes in standing on these priority issues and to allow for the inclusion of new or emerging issues. We completed our most recent comprehensive materiality assessment in 2022, with the addition of artificial intelligence to help further inform potential strategic impacts related to various regulatory and reputational risks.
MATRIXED APPROACH
We have imbedded ESG principles throughout our business. This includes, within our commercial and procurement efforts, creating a matrixed approach that we believe establishes a strong foundation for the achievement of our ESG goals while driving results for the Company. In addition, for 2022, we have established ESG-related key performance indicators (KPIs) for more than 1,500 executives and employees throughout the business, including our Chief Executive
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Officer; Executive Vice President, Global General Counsel and Chief Sustainability and Corporate Affairs Officer; Executive Vice President and Global Chief Procurement Officer; and Executive Vice President and Global Chief Supply Chain Officer.
Key Progress and Achievements
In October 2022, we released our 2022 ESG Report, which shares our latest goals and our progress through the end of 2021. In a landscape of multiple global challenges, including the COVID-19 pandemic, war, inflation and supply chain challenges, and worldwide demands for social justice and racial equality, we believe we made significant progress against our ESG goals through the end of 2021, including:
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Healthy Living& CommunitySupportAchieved 67.7%compliance withKraft HeinzGlobal NutritionTargets.Provided*more than440 million mealsto people in needin 2021. EnvironmentalStewardship84% of ourpackaging isrecyclable,reusable, orcompostable.Reduced wasteto landfillintensity by14.7% acrossourmanufacturingfacilities.** ResponsibleSourcingPurchased100% traceablepalm oil to themill.Strengthenedour SupplierGuiding Principlesand rolled out ourAudits and DueDiligenceProgram. * Through a combination of financial support and product donations.** Per metric ton of product made.
Looking to the Future
Collaborations are essential to our ESG efforts. As we move forward, we’re committed to continuing to engage our stakeholders together at the table to help meet our global sustainability goals. As reflected in our Company Value We dare to do better every day, we aim to hold ourselves to a higher standard, boldly addressing the challenges ahead, including in the following areas important to us and our stakeholders:
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Recognizing the ongoing threat of climate change, we continue to address our environmental footprint across our value chain. We aim to set a science-based target for greenhouse gas emissions, in line with the Science Based Targets initiative’s (SBTi) 1.5º Celsius climate change trajectory by 2023, and to be carbon neutral by 2050. As part of these goals, we have also publicly disclosed the entirety of our value chain’s greenhouse gas emissions, as verified by a third-party consulting firm.
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We are also committed to working with our key agricultural commodity growers to help both mitigate and adapt to the impacts of climate change, while also promoting more sustainable practices. We’ve initially launched this work with our tomato growers in the United States and Spain with the launch of our Sustainable Agricultural Practices Manual, certified by Sustainable Agriculture Initiative’s Farm Sustainability Assessment at a Silver Level—the first of any program to achieve this level of certification. More information on our progress in this area will be published in future ESG Reports.
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ESG Governance
We pursue our ESG goals through a cross-functional approach across the Company and throughout our value chain, centered on continuous improvement. Our ESG governance structure is designed to enable us to live our Vision and Values and imbed ESG throughout the Company.
Board of Directors
PROVIDES OVERSIGHT
 Oversees our global ESG strategy and objectives, including our activities and opportunities, as well as related risks.
 Engages at least annually with management to review all significant policies, processes, and commitments, with additional updates and engagement as necessary.
For additional information, see Corporate Governance and Board Matters—Oversight of Risk Management—Oversight of ESG beginning on page 38.
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Chief Executive Officer
PROVIDES EXECUTIVE SUPPORT
 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.
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Executive Vice President, Global General Counsel, and Chief Sustainability and Corporate Affairs Officer
 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.
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Quarterly Business Reviews
 Quarterly Business Review meetings with members of the Executive Leadership Team.
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ESG Steering Committee
 Provides cross-functional, upper-level management input on ESG practices and policies.
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ESG Steering Committee Subcommittees
 Provide high-touch engagement, track emergent issues, and drive collaboration, transparency, and continuous improvement toward initiatives.
 Hold monthly work groups 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
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ESG Team
 Directs the design, development, execution, and continuous improvement of our global ESG strategy, goals, and initiatives.
 Engages with key stakeholders and leads the ESG Steering Committee.
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Our Commitment to Transparency
We are committed to providing transparency regarding our sustainability initiatives and progress to our stockholders and other stakeholders, including through our annual ESG Reports.
Our 2022 ESG Report was prepared with reference the Global Reporting Initiative (GRI) Sustainability Standard and aligned to the general principles of the Sustainability Accounting Standards Board (SASB) for food and beverage companies, as well as the recommendations of the Task Force on Climate-related Financial Disclosure (TCFD).
In addition to our annual ESG Reports, we provide information on our ESG strategy and progress and related policies and principles on our website:
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Stockholder Engagement
We view our relationship with stockholders and stakeholders as a critical component of our success. Our engagement program is designed to provide management’s and the Board’s perspective, respond to questions and concerns, seek stockholder input, and, as appropriate, incorporate feedback on our strategies, programs, policies, and practices. We believe this engagement informs and improves our decision-making, creating long-term value for Kraft Heinz and our stockholders.
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Who We EngageInstitutional investorsSell-side analystsProxy advisory firmsRatingagencies/firmsESG rating firmsKey TopicsOverall business strategy andexecutionCurrent business conditionsFinancial updatesSustainability, corporatecitizenship and social impact,including ESG strategy andinitiativesCorporate governancepractices, including boardcomposition, diversity, andrefreshmentExecutive compensation,including changes tocompensation program inresponse to feedback receivedfrom stockholdersBusiness continuity, actionsthrough the pandemic, andcrisis managementHuman capital managementand company cultureKey ResourcesOur investor relationswebsite at ir.kraftheinzcompany.comQuarterly earningsAnnual Proxy StatementAnnual ESG Report andinformation on ourwebsite atwww.kraftheinzcompany.com/esgAnnual MeetingPublic events andpresentationsAnnual and QuarterlyReports and other filingswith the SECDiversity, equity,inclusion, and belonginginformation atwww.kraftheinzcompany.com/diversity-inclusionDisclosures to variousratings assessorsENGAGINGIN 2022 How We EngageOne-on-one andgroup meetingsQuarterly earningscallsIndustry and sell-sidepresentations andconferencesCompany-hostedevents andpresentationsWritten andelectroniccommunicationsThird-PartyConsultantWe engage theservices ofMorrow Sodalito assist withand expand ourstockholderoutreach efforts
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Our Year-Round Stockholder Engagement Program
We engage with our stockholders and stakeholders through a year-round engagement program led by management and overseen by the Board.
Investor Relations Team Corporate Secretary’s Team
Our investor relations team and members of our Executive Leadership Team communicate and engage with stockholders throughout the year to provide stockholders opportunities to share feedback with our Board and management, including through:

Conferences and events

 One-on-one meetings

 Group meetings
To learn more, visit our Investor Relations website at
ir.kraftheinzcompany.com.
Members of management and our corporate governance, executive compensation, ESG, and investor relations teams engage with our largest stockholders during and outside of proxy season. They share perspective and receive input on our business performance, governance practices, executive compensation program and practices, our ESG strategy and framework, and stockholder’s voting policies and decisions at prior Annual Meetings.
ESG Team Board Oversight
Members of our ESG team engage with stockholders and other stakeholders throughout the year to share perspective and receive feedback on our environmental and sustainability strategy, initiatives, goals, and progress, including through:

 One-on-one meetings

 Group meetings
To learn more, visit our ESG website at
www.kraftheinzcompany.com/esg.
We share extensive feedback with the Governance Committee and Compensation Committee of the Board regarding our stockholder engagement strategy and efforts and stockholder feedback received during meetings.
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Select highlights of our 2022 communication and engagement efforts include:
February

Fourth Quarter and Full Year 2021 Earnings

Consumer Analyst Group of New York (CAGNY) Conference
April

First Quarter 2022 Earnings
May

Barclays/Stifel Food Field Trip
June

Bernstein’s 38th Annual Strategic Decisions Conference

Deutsche Bank Annual dbAccess Global Consumer Conference

Jefferies 2022 Consumer Conference

Barclays High Grade Consumer/Retail Conference
July

Second Quarter 2022 Earnings
September

2022 Barclays Global Consumer Staples Conference

Stifel London ESG Roadshow

Barclays Europe Bondholder Roadshow
October

Third Quarter 2022 Earnings
November

Evercore ISI Roadshow

BMO Canadian Roadshow
December

JP Morgan Field Trip
Our Annual Meeting Engagement Program
We reach out to our largest stockholders for governance and compensation engagement in the fall, in advance of our annual review of our compensation programs and governance best practices, and in the spring, in advance of our Annual Meeting.
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SPRING SUMMERWe publish our proxy statement andour annual reportWe engage with our largeststockholders in advance of theirvotes at our annual meetingWe conduct our annual meeting ofstockholdersWe assess how our stockholdersvoted on our proposals at our annualmeetingWINTER FALLWe assess outcomes from our fallstockholder engagement meetingsand governance best practicesWe review policy updates fromstakeholdersWe update our annual governanceframework and policiesThe Board and Committees approvethe self-evaluation process, whichincludes considerations from thestockholder engagement processWe conduct our annual engagementwith our largest stockholdersThe Board and Committees conductthe annual self-evaluations AnnualStockholderEngagementCycle
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