|
$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
|
|
| |
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.
![]() |
|
|
![]() |
| | | |
| | | |||
|
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.
![]()
— Miguel Patricio, Chair of the Board and Chief Executive Officer
|
|
|
![]() |
|
|
JOHN C. POPE
Lead Director |
|
|
![]() |
| |
Notice of 2023 Annual Meeting of Stockholders
|
| ||||||
| | | |||||||||
| | | | | | | | |
|
![]() |
| |
![]() |
| |
![]() |
|
|
Thursday, May 4, 2023
|
| |
11:00 a.m. Eastern Time
|
| |
Live via webcast at
www.virtualshareholdermeeting.com/KHC2023 |
|
|
![]() |
| |
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
|
| |
![]() |
| |
FOR all nominees
|
| |
Page 14
|
|
|
2
|
| |
To approve the Company’s executive compensation
|
| |
![]() |
| |
FOR
|
| |
Page 58
|
|
|
3
|
| |
To ratify the selection of PricewaterhouseCoopers LLP as our independent auditors for 2023
|
| |
![]() |
| |
FOR
|
| |
Page 106
|
|
|
4-6
|
| |
To vote on three stockholder proposals, if properly presented
|
| |
![]() |
| |
AGAINST
|
| |
Page 110
|
|
|
7
|
| |
To transact any other business properly presented at the Annual Meeting
|
| | | | | | | | | |
|
![]() |
| ||||||||
| | | | | | | | | | |
|
![]() |
| | |
![]() |
| | |
![]() |
|
|
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.
|
|
|
![]() |
| |
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.
|
|
|
![]() |
| |
By Order of the Board of Directors,
![]()
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
|
| |
|
![]() |
| |
Table of Contents
|
| ||||||
| | | |||||||||
| | | | | | | | |
|
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.
|
|
|
![]() |
| |
Proxy Statement Summary
|
| ||||||
| | | |||||||||
| | | | | | | | |
|
AT KRAFT HEINZ, WE GROW OUR PEOPLE TO GROW OUR BUSINESS
|
|
| | 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
|
| |
| 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
|
| ||||||||||||||||||
|
![]() |
| |
1.7% year-
over-year increase |
| | |
![]() |
| |
9.8% year-
over-year increase |
| | |
![]() |
| |
131.3% year-
over-year increase |
| | |
![]() |
| |
5.8% year-
over-year decrease |
| | |
![]() |
| |
54.0% year-
over-year decrease |
| | |
![]() |
| |
65.2% year-
over-year decrease |
|
|
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. | |
|
•
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
|
|
|
![]() |
| |
![]() |
| |
![]() |
| |
![]() |
| |
![]() |
|
|
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 |
|
|
Proposal
|
| |
Board
Recommendation |
| |
More Information
|
| ||||||
|
1
|
| |
Election of Directors
|
| |
![]() |
| |
FOR all nominees
|
| |
Page 14
|
|
|
2
|
| |
Advisory Vote to Approve Executive Compensation
|
| |
![]() |
| |
FOR
|
| |
Page 58
|
|
|
3
|
| |
Ratification of the Selection of PricewaterhouseCoopers LLP as Our Independent Auditors for 2023
|
| |
![]() |
| |
FOR
|
| |
Page 106
|
|
|
4
|
| |
Stockholder Proposal – Simple Majority Vote
|
| |
![]() |
| |
AGAINST
|
| |
Page 110
|
|
|
5
|
| |
Stockholder Proposal – Water Risk
|
| |
![]() |
| |
AGAINST
|
| |
Page 113
|
|
|
6
|
| |
Stockholder Proposal – Civil Rights
|
| |
![]() |
| |
AGAINST
|
| |
Page 117
|
|
|
7
|
| |
To transact any other business properly presented at the Annual Meeting
|
| | | | | | | | | |
|
![]()
Internet
|
| |
![]()
By Telephone
|
| |
![]()
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.
|
|
![]() |
| |
When
|
| |
![]() |
| |
Where
|
|
11:00 a.m. Eastern Time on
Thursday, May 4, 2023 |
| | Live webcast at www.virtualshareholdermeeting.com/KHC2023 | | ||||||
![]() |
| |
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.
|
|
|
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
|
| |
![]() |
| |
![]() |
| | | | |
![]() |
|
|
John C. Pope
Lead Director
Chairman and Chief Executive Officer, PFI Group LLC
|
| |
73
|
| |
2015
|
| |
2
|
| |
![]() |
| |
![]() |
| |
![]() |
| |
![]() |
|
|
Gregory E. Abel
Vice Chair, Non-Insurance Operations and Director, Berkshire Hathaway Inc.
|
| |
60
|
| |
2015
|
| |
1
|
| |
![]() |
| | | | | | | | | |
|
Humberto P. Alfonso
Executive Vice President and Chief Financial Officer, Information Services Group, Inc.
|
| |
65
|
| |
Nominee
|
| |
1
|
| |
![]() |
| |
![]() |
| | | | | | |
|
Lori Dickerson Fouché
Former Senior Executive Vice President and Chief Executive Officer, TIAA Financial Solutions, TIAA
|
| |
53
|
| |
2021
|
| |
1
|
| |
![]() |
| |
![]() |
| | | | |
![]() |
|
|
Diane Gherson
Former Senior Vice President and
Chief Human Resources Officer, International Business Machines Corporation (IBM) |
| |
66
|
| |
2022
|
| |
None
|
| |
![]() |
| | | | |
![]() |
| | | |
|
Timothy Kenesey
President and Chief Executive Officer, MedPro Group Inc.
|
| |
55
|
| |
2020
|
| |
None
|
| |
![]() |
| | | | |
![]() |
| | | |
|
Alicia Knapp
President and Chief Executive Officer,
BHE Renewables, LLC |
| |
44
|
| |
2022
|
| |
None
|
| |
![]() |
| | | | | | | |
![]() |
|
|
Elio Leoni Sceti
Co-Founder, Chief Crafter, and Chairman, The Craftory
|
| |
57
|
| |
2020
|
| |
2
|
| |
![]() |
| | | | |
![]() |
| | | |
|
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
|
| |
![]() |
| |
![]() |
| | | | |
![]() |
|
|
James Park
Vice President and General Manager,
Fitbit Business Unit, Alphabet, Inc. |
| |
46
|
| |
2022
|
| |
None
|
| |
![]() |
| | | | |
![]() |
| | | |
|
![]() |
| |
![]() |
| |
(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.
|
|
|
Independence
|
| |
![]()
11 of 12 independent directors
![]()
Independent Lead Director
![]()
Regular executive sessions of independent directors
![]()
Fully independent Board Committees
|
|
|
Accountability
|
| |
![]()
Annual election of all directors
![]()
Simple majority voting standard in uncontested elections
![]()
One class of voting stock
![]()
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
|
| |
![]()
Annual Board and Committee self-evaluations
|
|
|
Refreshment and Diversity
|
| |
![]()
33% of director nominees self-identify as people of color and 33% self-identify as women
![]()
Average age of director nominees is 58 years
![]()
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
|
|
|
Active Board Oversight and Engagement
|
| |
![]()
Robust oversight of risks related to the Company’s business, including ESG risks
![]()
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
![]()
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 |
| |
![]()
Executive officer and independent director stock ownership requirements
![]()
Double-trigger cash severance
![]()
No poison pill
|
|
|
Compensation Policies
|
| |
![]()
Clawback policy
![]()
Anti-hedging policy
![]()
Anti-pledging policy
|
|
|
Stockholder Rights
|
| |
![]()
Annual say-on-pay advisory votes
![]()
Call a special meeting at a 20% threshold
![]()
Act by written consent
|
|
|
Robust Stockholder Engagement Program
|
| |
![]()
Proactive year-round engagement with stockholders
![]()
Incorporation of stockholder input in our strategies and programs, including our executive
compensation program
|
|
|
![]() |
| |
Proposal 1. Election of Directors
|
| ||||||
| | | |||||||||
| | | | | | | | |
|
Factors
|
| |
Considerations
|
| | | | ||||||
|
![]()
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
|
| | |||||
|
![]()
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:
![]()
For the Nasdaq Board Diversity Matrix, see Other Information—Diversity Quick Summary beginning on page 129.
|
| |
|
Factors
|
| |
Considerations
|
| |||
|
![]()
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.
|
| |
![]() |
| |||
|
![]()
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.
|
| |
![]() |
|
|
![]()
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.
|
| |
![]() |
|
| | | |
Skills, Expertise, and Experience
|
| |||||||||||||||||||||||||||
| | | |
![]() |
| |
![]() |
| |
![]() |
| |
![]() |
| |
![]() |
| |
![]() |
| |
![]() |
| |
![]() |
| |
![]() |
| |
![]() |
|
|
Directors
|
| |
Audit
|
| |
CPG
|
| |
Disruptive/
Digital |
| |
Financial
|
| |
International
|
| |
Legal/
Regulatory |
| |
Marketing/
Sales |
| |
Operations
|
| |
Public
Company Leadership |
| |
Strategic/
M&A |
|
|
Miguel Patricio
Chair and CEO |
| | | | |
![]() |
| |
![]() |
| | | | |
![]() |
| | | | |
![]() |
| |
![]() |
| |
![]() |
| |
![]() |
|
|
John T. Cahill
Vice Chair |
| |
![]() |
| |
![]() |
| | | | |
![]() |
| |
![]() |
| | | | | | | |
![]() |
| |
![]() |
| |
![]() |
|
|
John C. Pope
Lead Director |
| |
![]() |
| |
![]() |
| | | | |
![]() |
| |
![]() |
| |
![]() |
| | | | |
![]() |
| |
![]() |
| |
![]() |
|
|
Gregory E. Abel
|
| |
![]() |
| | | | | | | |
![]() |
| |
![]() |
| |
![]() |
| | | | |
![]() |
| |
![]() |
| |
![]() |
|
|
Humberto P. Alfonso
|
| |
![]() |
| |
![]() |
| | | | |
![]() |
| |
![]() |
| | | | |
![]() |
| | | | |
![]() |
| |
![]() |
|
|
Lori Dickerson Fouché
|
| |
![]() |
| | | | | | | |
![]() |
| | | | |
![]() |
| |
![]() |
| |
![]() |
| | | | |
![]() |
|
|
Diane Gherson
|
| | | | | | | |
![]() |
| | | | |
![]() |
| | | | | | | |
![]() |
| |
![]() |
| |
![]() |
|
|
Timothy Kenesey
|
| |
![]() |
| | | | | | | |
![]() |
| |
![]() |
| |
![]() |
| | | | |
![]() |
| | | | |
![]() |
|
|
Alicia Knapp
|
| | | | | | | | | | |
![]() |
| |
![]() |
| |
![]() |
| |
![]() |
| |
![]() |
| | | | |
![]() |
|
|
Elio Leoni Sceti
|
| |
![]() |
| |
![]() |
| |
![]() |
| | | | |
![]() |
| | | | |
![]() |
| |
![]() |
| |
![]() |
| |
![]() |
|
|
Susan Mulder
|
| |
![]() |
| |
![]() |
| |
![]() |
| |
![]() |
| | | | | | | |
![]() |
| |
![]() |
| | | | |
![]() |
|
|
James Park
|
| | | | | | | |
![]() |
| |
![]() |
| |
![]() |
| | | | |
![]() |
| |
![]() |
| |
![]() |
| |
![]() |
|
|
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%
|
|
|
![]()
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
|
| |
|
![]()
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)
|
|
|
![]()
Age 65
Director and Vice-Chair since July 2015
Committees
![]()
Audit
![]()
Governance
Other Current Public Company Boards 2
|
| |
|
![]()
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)
|
|
|
![]()
Age 73
Director since July 2015
Lead Director since January 2021
Committees
![]()
Audit (Chair)
![]()
Compensation
![]()
Governance (Chair)
Other Current Public Company Boards 2
|
| |
|
![]()
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)
|
|
|
![]()
Age 60
Director since July 2015
Committees
None
Other Current Public Company Boards 1
|
| |
|
![]()
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)
|
|
|
![]()
Age 65
New director nominee
Committees
![]()
Audit*
Other Current Public Company Boards 1
* If elected, the Board expects to
appoint Mr. Alfonso to the Committee. |
| |
|
![]()
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)
|
|
|
![]()
Age 53
Director since May 2021
Committees
![]()
Audit
![]()
Governance*
Other Current Public
Company Boards 1 * If re-elected, the Board
expects to appoint Ms. Fouché to the Committee. |
| |
|
![]()
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)
|
|
|
![]()
Age 66
Director since November 2022
Committees
![]()
Compensation
Other Current Public Company
Boards None |
| |
|
![]()
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.
|
|
|
![]()
Age 55
Director since January 2020
Committees
![]()
Compensation (Chair)
Other Current Public Company Boards None
|
| |
|
![]()
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
|
|
|
![]()
Age 44
Director since May 2022
Committees
![]()
Governance
Other Current Public Company
Boards None |
| |
|
![]()
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)
|
|
|
![]()
Age 57
Director since May 2020
Committees
![]()
Compensation
Other Current Public Company
Boards 2 |
| |
|
![]()
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)
|
|
|
![]()
Age 52
Director since May 2020
Committees
![]()
Audit*
![]()
Governance
Other Current Public Company
Boards None *If re-elected, the Board expects
Ms. Mulder to step down from the Committee. |
| |
|
![]()
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)
|
|
|
![]()
Age 46
Director since May 2022
Committees
![]()
Compensation
Other Current Public Company
Boards None |
| |
| |
![]() |
| |
The Board recommends that stockholders vote FOR each of the director nominees named for election in this Proxy Statement.
|
| |
|
![]() |
| |
Corporate Governance and Board Matters
|
| ||||||
| | | |||||||||
| | | | | | | | |
| |
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:
|
| | |||
|
![]() |
| |
The Kraft Heinz Company
Attention: Corporate Secretary 200 East Randolph Street Suite 7600 Chicago, Illinois 60601 |
| |
Leadership
|
| |
Stockholder Interests
|
|
![]()
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.
![]()
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.
![]()
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.
![]()
The Governance Committee develops and oversees an annual evaluation process for the Board and all Committees of the Board.
![]()
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)
|
| |
![]()
Our By-Laws provide that in uncontested elections director nominees must be elected by a majority of the votes cast.
![]()
Our stockholders vote to elect all directors annually.
![]()
Our stock ownership requirements are designed to align executive officers’ and directors’ interests with those of stockholders.
![]()
We solicit stockholders’ advisory vote on executive compensation annually.
![]() 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.
![]()
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.
![]()
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.
|
|
| | | | | | | | |
|
CHAIR AND CEO
|
| | | | |
![]() |
|
| 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.
|
|
| | | ||||||
|
![]() |
| ||||||
| 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
|
|
|
•
Mr. Abel
•
Mr. Alfonso
•
Mr. Cahill
|
| |
•
Ms. Fouché
•
Ms. Gherson
•
Mr. Kenesey
|
| |
•
Ms. Knapp
•
Mr. Leoni Sceti
•
Ms. Mulder
|
| |
•
Mr. Park
•
Mr. Pope
|
| |
![]() |
|
|
•
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) |
|
|
![]() |
| |
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.
|
|
|
![]() |
| |
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.
|
|
|
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.
|
| ||||||
| | | |
![]() |
| | | |
| | | | | | |||
|
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.
|
| ||||||
| | | |
![]() |
| | | |
| | | | | | |||
|
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.
|
| ||||||
| | | |
![]() |
| | | |
| | | | | | |||
|
Quarterly Business Reviews
• Quarterly Business Review meetings with members of the Executive Leadership Team.
|
| ||||||
| | | |
![]() |
| | | |
| | | | | | |||
|
ESG Steering Committee
• Provides cross-functional, upper-level management input on ESG practices and policies.
|
| ||||||
| | | |
![]() |
| | | |
| | | | | | |||
|
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
|
| |||
| | | |
![]() |
| | | |
| | | | | | |||
|
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.
|
|
|
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:
|
| |
![]() |
|
| | | | | | |
| 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 | | | |