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UNITED STATES

 

SECURITIES AND EXCHANGE COMMISSION

 

Washington, DC 20549

 

SCHEDULE 14A

 

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 under §240.14a-12

 

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.
 

 

 

 

OUR
Purpose
   
   
OUR
Dream
To be the leader in elevating and creating food that makes you feel good.
   
   
OUR
Values
 
2023
At a Glance
 
+0.6%   Net sales vs. fiscal
year 2022
+3.4%   Organic Net Sales* vs.
fiscal year 2022
33.5%   Gross profit margin
33.7%   Adjusted Gross
Profit Margin*
~36K   Employees globally
     
*  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.
 

 

 2023 was yet another year of continued transformation for Kraft Heinz. Not only did we drive profitable growth, but we’re improving productivity across our value chain and increasing our investments in marketing, research and development, and technology. These investments are a key part of our strategy as we build our business – all with consumers at the center of everything we do. I couldn’t be prouder of what our people and teams have delivered – or more excited about what’s ahead for us in 2024 and beyond.

 

CARLOS
ABRAMS-RIVERA,

Chief Executive Officer and
Member of the Board of Directors


 

TABLE OF CONTENTS

 

NOTICE Notice of 2024 Annual Meeting of Stockholders 3
BOARD LETTER Letter from Our Independent Lead Director 4
COMPANY OVERVIEW Our Culture 6
Our Business 11
2023 Performance Highlights 12
ROADMAP Voting Roadmap for 2024 Annual Meeting Proposals 14
STOCKHOLDER ENGAGEMENT Year-Round Engagement 20
Informed Governance Practices 22
Meaningful, Responsive Action 22
     
OUR BOARD 23
  Our 2024 Director Nominees 24
GOVERNANCE Corporate Governance Highlights 35
  Board Structure and Operations 36
  Committees of the Board 39
  Director Engagement 43
  Board’s Oversight Role 46
  Other Governance Policies and Practices 50
DIRECTOR COMPENSATION Director Compensation Program 52
Director Stock Ownership Guidelines 53
2023 Director Compensation Table 54
BENEFICIAL OWNERSHIP OF STOCK Directors and Officers 55
Principal Stockholders 56
Delinquent Section 16(a) Reports 56
EXECUTIVE COMPENSATION 2023 Compensation Highlights 57
     
  58
  Compensation Discussion and Analysis 59
  Executive Compensation Tables 83
  Pay Ratio Disclosure 94
  Pay Versus Performance Disclosure 95
     
AUDIT MATTERS 100
  Selection of Independent Auditors 101
  Independent Auditors’ Fees and Services 101
  Pre-Approval Policy 101
  Audit Committee Report for the Fiscal Year Ended December 30, 2023 102

 

   
2024 Proxy Statement     1
 
STOCKHOLDER PROPOSALS 104
   
107
     
  111
     
OTHER INFORMATION Information Regarding the Annual Meeting 115
Stockholder Proposals 121
Diversity Quick Summary 122
Other Matters 122
APPENDIX A Non-GAAP Financial Measures 123
 
 

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”).

 

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,” “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 30, 2023 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.

 

   
2024 Proxy Statement     2
 

NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS

 

AGENDA AND RECOMMENDATIONS
To elect the 11 director nominees named in this Proxy Statement to one-year terms expiring in 2025  

FOR all nominees

 

SEE PAGE 23

         
To approve, on an advisory basis, the Company’s executive compensation  

FOR

 

SEE PAGE 58

         
To ratify the selection of PricewaterhouseCoopers LLP as our independent auditors for 2024  

FOR

 

SEE PAGE 100

         
To vote on three stockholder proposals, if properly presented  

AGAINST

 

SEE PAGE 104

         
To transact any other business properly presented at the Annual Meeting      

 

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 116. 

 

By Order of the Board of Directors,

 

HEIDI MILLER
Corporate Secretary & Deputy General Counsel,
Corporate Governance & Securities

 

Chicago, Illinois

 

March 22, 2024

 

   
 

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 2, 2024

The Kraft Heinz Company’s Proxy Statement and Annual Report to Stockholders for the   year ended December 30, 2023 are available at ir.kraftheinzcompany.com/proxy  

   
 
 
DETAILS
   
DATE
Thursday, May 2, 2024
   
TIME
11:00 a.m. Eastern Time
   
LOCATION
VIRTUAL MEETING

Live via webcast at
www.virtualshareholdermeeting.com/ KHC2024
Access will open 15 minutes prior to start.

 

RECORD DATE

 

March 4, 2024

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, our Proxy Statement, our Annual Report to Stockholders for the year ended December 30, 2023, and the proxy card on or about March 22, 2024.

 

 
 
 
HOW TO VOTE
 
BY PHONE
Call the phone number listed on your proxy card, Notice, or voting instruction form
   
ONLINE
Visit the website listed on your proxy card, Notice, or voting instruction form
   
BY MAIL
Complete, sign, date, and return your proxy card in the envelope enclosed with the physical copy of your proxy materials


 

 

   
2024 Proxy Statement     3
 

Dear Fellow Stockholders,

 

On behalf of the Board of Directors, we thank you for your continued confidence and  investment in Kraft Heinz. 2023 was another in a series of important years for the Company as it continued its transformation. While the year brought challenges to the consumer goods industry, to our planet, and to Kraft Heinz, it also brought exciting new opportunities that the Board believes will position our iconic Company well for the future. The Board is confident in the Company’s progress on its journey to leverage its scale, agility, and dynamic new leadership. The Board and Executive Leadership Team remain committed to strengthening the Company’s business and continuing to deliver a strong return on your investment.

 

SEAMLESS CEO TRANSITION

Succession planning is a key element of the Board’s ongoing agenda, as demonstrated by the Board’s thoughtful and robust CEO succession process that has enabled a seamless leadership transition between Miguel Patricio and Carlos Abrams-Rivera. As the Company progresses in its long-term strategy, the Board believes that Carlos is the ideal person to lead Kraft Heinz in its next phase. Since joining Kraft Heinz in 2020, Carlos has helped rebuild the Company’s culture and demonstrated a strategic and innovative mindset that has been instrumental to Kraft Heinz’s transformation. The Board believes his experience in both developed and emerging markets is a strong complement to the Company’s ambition for growth.

 

The Board is grateful for Miguel’s impressive leadership through an unprecedented pandemic and the important initial stages of the Company’s transformation. The Board is pleased to continue to leverage his passion, long-developed knowledge of the industry, and deep insight as the Company’s former CEO as he continues on the Board, serving as non-executive Chair.

 

COMMITTED ENGAGEMENT AND RESPONSIVENESS

As a Board, we value the relationships built with our stockholders. We continue to enhance the engagement program we launched in 2019. In 2023, we solicited input on topics including our CEO succession; governance policies and practices; executive compensation program; ESG efforts; and diversity, equity, inclusion, and belonging practices, including Board diversity.

 

The Board and management regularly consider the feedback received, which directly informs decision-making on a variety of important topics. As a result of our ongoing engagement, we have enhanced and refined our programs, practices, and policies — all with the goal of continually strengthening the long-term value of your investment.

 

EFFECTIVE AND REFRESHED BOARD

In 2023, as part of our continuous assessment of the Board’s structure and in connection with the CEO transition, the Board decided to separate the CEO and Chair roles. The Board believes this structure serves the best interests of Kraft Heinz and our

 

 

The Board and Executive Leadership Team remain committed to strengthening the Company’s business and continuing to deliver a strong return on your investment. 

 

   
2024 Proxy Statement     4
 

stockholders at this time. This structure promotes a seamless executive transition and enables the Board to continue to maximize Miguel’s skills and talents, balanced by the robust oversight provided by our independent directors — including fully independent Committees, an independent Vice Chair, and an independent Lead Director role with substantive duties and responsibilities.

 

In December 2023, the Board added Carlos Abrams-Rivera to the Board and named John Cahill as Chair of the Nominating and Corporate Governance Committee. The Board believes Carlos brings deep consumer goods, brand building, and global markets experience and valuable insight as the Company’s CEO. The Board believes John’s deep governance experience gained from years as a public company executive and board member make him a valuable asset as Chair of the Governance Committee. John has been on the Kraft Heinz Board and served as Vice Chair since 2015.

 

In February of this year, the Company announced that, due to their other business commitments, Greg Abel and Susie Mulder have each decided to retire from the Board effective at the Annual Meeting. On behalf of the Board and the Company, we are grateful to both for their years of service to Kraft Heinz.

 

ROBUST OVERSIGHT AND SKILLS

The Board continues to play an integral role in Kraft Heinz’s risk management, strategy, and growth, providing key strategic governance and oversight to advise and challenge the Executive Leadership Team. The Board spends significant time engaging with leadership, considering potential risks facing the Company, and guiding Kraft Heinz to be well-positioned to succeed in the future.

 

As the Board considered the Company’s long-term strategy in the latter half of 2023, we took a particularly close look at our Board skills, including refining the Board’s definition of certain skills to meet the Company’s current and future needs and assessing the key skills each director brings to the Board. New this year, we have added disclosure in this Proxy Statement about the Board’s view of the value each skill brings to the Board and Kraft Heinz.

 

The Board also believes that having diverse backgrounds and views at the Board table contributes greatly to the success of the Board and Kraft Heinz. In support of its commitment to diversity, in October 2023, the Board updated our Corporate Governance Guidelines to include a policy to actively seek out Board candidates that reflect the diversity of communities in which the Company operates.

 

 

As a Board, we never take for granted the confidence and trust you place in the Company. Along with the Executive Leadership Team and the approximately 36,000 Kraft Heinz employees worldwide, we work each day to make Kraft Heinz worthy of your investment by continuing to drive long-term, sustainable growth. We thank you for your continued support.

 

Sincerely,

 

 

JOHN C. POPE

Lead Director

 

March 22, 2024

 

 

   
2024 Proxy Statement     5
 

COMPANY OVERVIEW

 

The Kraft Heinz Company (“Kraft Heinz,” “we,” “our,” “us,” or the “Company”) is a global food company with a delicious heritage. Consumers are at the center of everything we do. With iconic and emerging food and beverage brands around the world, we strive to deliver the best taste, fun, and quality to every meal table we touch. Around the world, our people are connected by a spirit 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 work to nourish the world and lead the future of food. 

 

OUR CULTURE

 

We define our shared culture by six core Values that make up our common language and reflect the Company we’re working to become each day. Each of our six Values starts with We — a commitment our people make to each other and to consumers around the world.

 

We are consumer obsessed reflects that we are a company of food lovers who are passionate about bringing the best taste, fun, and quality to every meal, every snack, and everyone.

 

We dare to do better every day reflects the curiosity and creativity we bring to work each day to make our products better and our business more efficient.

 

We champion great people reflects our desire to be a place where great people can soar as high — and as far — as their ambition takes them, because our people make the difference.

 

We demand diversity reflects our belief that diversity energizes us, making us stronger, more interesting, and more creative —and that drives better results.

 

We do the right thing reflects how we lead with honesty and integrity and strive to always do right by our customers, partners, suppliers, consumers, and communities.

 

We own it reflects how we are empowered and accountable, treating the business as if it were our own — the mindset that most defines us and sets us apart.

 

Our People

 

     
~36K 40 75
employees globally countries in which
we have employees
manufacturing and processing
facilities operated globally
     

 

As of December 30, 2023.

 

We champion great people each day by investing in attracting, developing, and retaining diverse, world-class talent. We are working to drive growth by providing development opportunities, expecting career ownership, and encouraging autonomy. We recognize and reward outstanding performance at every level to create a true spirit of meritocracy. 

 

We conduct a global engagement survey annually to provide employees with an opportunity to share anonymous feedback across a variety of topic areas. The results are reviewed by human resources, managers, senior leadership, and the Board of Directors (the “Board”). For 2023, we established key performance indicators (KPIs) related to improvement in our employee retention and engagement scores for more than 1,850 executives and employees throughout the business, including our Chief Executive Officer (“CEO”) and the other members of our Executive Leadership Team.

 

   
2024 Proxy Statement     6
 
Company Overview     Voting
Roadmap
Stockholder
Engagement
Our
Board
Governance Director
Compensation
Beneficial
Ownership
Executive
Compensation
Audit
Matters
Stockholder
Proposals
Other
Information
Appendix A.
Non-GAAP

 

We demand diversity by pursuing our diversity, equity, inclusion, and belonging (“DEI&B”) vision to harness our collective power across all dimensions of diversity, to disrupt the status quo, and provide innovations that better serve our people, business, and communities. We focus on three strategic pillars:

 

PEOPLE

 

We are consumer obsessed. Our gender, race/ethnicity, and inclusion aspirations are designed to mirror the demographics of consumers of our products.

 

Our leaders and managers are expected to learn, practice, and model inclusive leadership and own our DEI&B strategy and its execution.

 

We welcome everyone to our table where they can be their authentic selves and fully contribute their unique perspectives to drive business results.

BUSINESS

 

Our iconic and emerging food and beverage brands are designed to reflect the rich diversity of our customers and consumers of our products.

 

We aim to choose suppliers, partners, and vendors to help drive toward our supplier diversity aspirations and make our business stronger.

 

We strive for consumers of our products to see their needs represented in our brands, marketing campaigns, and media we choose.

COMMUNITY

 

We are recognized as a DEI&B leader in and outside the food and beverage industry.

 

We collaborate with customers, consumers, partners, and suppliers to enrich the communities in which we operate.

 

We provide learning opportunities to drive understanding between people from different backgrounds, harnessing the power of food.  

 

We believe that diverse backgrounds and perspectives reflect our diverse consumer base and make us stronger, more thoughtful, and more innovative. We also believe that our DEI&B efforts will make a lasting impact for our employees and the marketplace. Our commitments to DEI&B have been continuously expanding as part of our multi-year strategy. Each day, we are working to create a healthier, more equitable global workplace and world. As of December 30, 2023, our employee and leader population included:

 

Women People of Color Global Management Roles Executive Leadership Team U.S. Salaried Employees Executive Leadership Team 43% 33% Women 78% People of Color 29%

 

 

   
2024 Proxy Statement     7
 
Company Overview     Voting
Roadmap
Stockholder
Engagement
Our
Board
Governance Director
Compensation
Beneficial
Ownership
Executive
Compensation
Audit
Matters
Stockholder
Proposals
Other
Information
Appendix A.
Non-GAAP

 

We have established 2025 engagement and DEI&B aspirations, which include:

 

top quartile 30% 50%
global employee engagement survey results related to DEI&B of our salaried U.S. employee population identifying as
people of color
of our global management
positions filled by women
 
 
17% 40%
of our salaried U.K. employee
population identifying as ethnic minorities
of our salaried Brazil employee
population identifying as Pretos e Pardos

 

We provide additional information on our DEI&B strategy and progress and our consolidated Equal Employment Opportunity (“EEO-1”) reports on our website at www.kraftheinzcompany.com/diversity-inclusion.

 

2023 Notable Awards and Recognition
100 score on Human Rights Campaign Corporate Equality Index Bloomberg Gender Equality Index 2023 Forbes 2023 List of America’s Best Employers for Diversity One of Eight Companies Shortlisted for the I&D Impact Award at the 2023 World 50 I&D Impact Awards Pamay Bassey, Chief Learning and Diversity Officer, Named to Diversity Woman Magazine Elite 100 Class of 2023 2023 LATINO Equity 100, recognizing the “Best Places to work for Latinos”

 

   
2024 Proxy Statement     8
 
Company Overview     Voting
Roadmap
Stockholder
Engagement
Our
Board
Governance Director
Compensation
Beneficial
Ownership
Executive
Compensation
Audit
Matters
Stockholder
Proposals
Other
Information
Appendix A.
Non-GAAP

 

Our Environmental and Sustainability Efforts

 

We believe in making an ethical impact and helping create a sustainable environment while helping feed the world in healthy, responsible ways. Our Environmental Social Governance (“ESG”) strategy prioritizes the key ESG issues for our business. We conduct a comprehensive ESG materiality assessment every three to five years to identify and prioritize the issues that are of greatest concern to our stakeholders and relevant to our business, and we re-evaluate these on an ongoing basis to reflect changes in priority or new and emerging issues.

 

ESG principles are important to how we do business and are integrated into our long-term strategy. Our efforts and integrated initiatives are organized under three key pillars:

 

HEALTHY LIVING &
COMMUNITY
SUPPORT

Ongoing improvements to our product nutrition, transparent and responsible marketing and communications, alignment with credible science and public health goals, and our commitment to fight global hunger.

 

ENVIRONMENTAL
STEWARDSHIP

Reductions in our operational environmental footprint through active efforts to conserve water and energy, reduce emissions, minimize waste, and make our packaging sustainable.

 

RESPONSIBLE
SOURCING

Work throughout our value chain dedicated to responsible sourcing and related impacts, including human rights, deforestation, sustainable agriculture, and animal welfare.

 

In addition, we have established key ESG governance aspirations to guide our efforts:

 

  ACCOUNTABILITY. We maintain ESG oversight by the Board. Our CEO, key leaders, and their respective team members lead and support our ESG initiatives and have key performance metrics linked to our ESG goals.     MARKET OUR PRODUCTS RESPONSIBLY. We aim to market and advertise our products in a responsible and suitable manner to all audiences.
  COMMUNICATE TRANSPARENTLY AND AUTHENTICALLY. We publish annual, third-party verified ESG Reports, aligned to industry-best reporting frameworks. We plan to report climate, forests, and water information on an annual basis to CDP and engage with stakeholders on key ESG matters.     OPERATE ETHICALLY. We strive to conduct business in an ethical manner with an unwavering commitment to integrity and transparency.
  PROMOTE WORKPLACE HEALTH AND SAFETY. We aim to provide a healthy, safe, and secure workplace.     PROMOTE DEI&B. We demand and promote DEI&B in all aspects of our Company.

 

Our ESG work is intentionally cross-functional, and we have imbedded ESG principles and practices across our business and value chain. For 2023, we established ESG-related key performance indicators (KPIs) for nearly 800 executives and employees throughout the business, including our CEO, Chief Legal and Corporate Affairs Officer, and Global Chief Procurement and Sustainability Officer.

 

In October 2023, we released our 2023 ESG Report, which shares our latest goals and our progress through the end of 2022. Our 2023 ESG Report was prepared with reference to 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).  

 

   
2024 Proxy Statement     9
 
Company Overview     Voting
Roadmap
Stockholder
Engagement
Our
Board
Governance Director
Compensation
Beneficial
Ownership
Executive
Compensation
Audit
Matters
Stockholder
Proposals
Other
Information
Appendix A.
Non-GAAP

 

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 2023 ESG Report, we made progress and remain on track to achieve our ESG goals. In addition, we are proud to have shared the following highlights for 2022 in our 2023 ESG Report:

 

HEALTHY LIVING
& COMMUNITY
SUPPORT

Provided ~334 million meals to
people in need.

2025 GOAL: Provide 1.5 billion meals to people in need.

 

72% of our portfolio was in
compliance with Kraft Heinz Global
Nutrition Guidelines.

2025 GOAL: Achieve 85% compliance with our Global Nutrition Guidelines.

 

Removed ~47 million pounds of sugar across our global portfolio.

2025 GOAL: Reduce total sugar by more than 60 million pounds across our global portfolio.

 

ENVIRONMENTAL
STEWARDSHIP

Procured 14.21% of electricity from renewable sources.

2025 GOAL: Procure the majority of electricity from renewable sources.

 

87% of our packaging was recyclable, reusable or compostable.

2025 GOAL: Make 100% recyclable, reusable, or compostable packaging.

 

Developed roadmaps for net zero GHG emissions by 2050.

 

RESPONSIBLE
SOURCING

Purchased 75% sustainably- sourced Heinz ketchup tomatoes.

2025 GOAL: Purchase 100% sustainably-sourced Heinz  ketchup tomatoes.

 

Sourced 67% of eggs globally from cage-free or better* hens.

2025 GOAL: Source 100% of eggs globally from cage-free or better* hens.

 

Purchased 100%
sustainable palm oil.

 

* Sourced from laying hens that come from cage-free, free-range, pasture-raised, or similar natural or open housing settings.

 

In addition to our annual ESG Reports, we provide information on our ESG strategy and progress and related policies and principles on our website at www.kraftheinzcompany.com/esg.

 

HELP SUPPORT OUR SUSTAINABILITY EFFORTS — CHOOSE ELECTRONIC DELIVERY

 

We encourage our stockholders to elect to receive future proxy statements, annual reports, and other materials online to help support our sustainability efforts. Electronic delivery limits paper waste and reduces our overall impact on the environment.

 

Registered Holders Beneficial Holders
   
By Internet — www.proxyvote.com Contact your bank, broker, or other nominee
By Phone — 1-800-579-1639  
By Email — sendmaterial@proxyvote.com  
Send a blank email with your control number in the subject line  

 

   
2024 Proxy Statement     10
 
Company Overview     Voting
Roadmap
Stockholder
Engagement
Our
Board
Governance Director
Compensation
Beneficial
Ownership
Executive
Compensation
Audit
Matters
Stockholder
Proposals
Other
Information
Appendix A.
Non-GAAP

 

OUR BUSINESS

 

At Kraft Heinz, consumers are at the heart of everything we do. With iconic and emerging food and beverage brands around the world, we live into our Company Purpose, Let’s Make Life Delicious, each day. Some of our best-known brands include:

 

 

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. We continue to leverage our global scale, agility, and the power of our brands across a portfolio of six consumer-driven product platforms:

 

TASTE ELEVATION Enhancing the taste, flavor, and texture of food HYDRATION Hydration across kids' beverages and beverage mixes EASY READY MEALS Convenient foods that minimize trade-offs at mealtime DESSERTS Sweet and indulgent treats that bring simple joy to every day SUBSTANTIAL SNACKING Nutrition-rich, tasty, convenient clean food experiences MEATS, CHEESE, AND COFFEE

 

We have prioritized, and plan to continue prioritizing, investment in our Accelerate platforms, previously called our Grow platforms, in particular Taste Elevation and Easy Ready Meals, to drive accelerated profitable growth. 

 

CEO Transition

 

On December 31, 2023, the first day of our 2024 fiscal year, Carlos Abrams-Rivera began serving as our CEO and as a member of the Board, following a robust succession planning process by the Board. Since joining Kraft Heinz in 2020, Mr. Abrams-Rivera has helped to rebuild Company culture with a steadfast focus on empowering and developing people and leaders. He has consistently delivered strong results in North America. Bringing strong experience in developed and emerging markets while leaning into agility, disruptive innovation, and growth-driving partnerships, Mr. Abrams-Rivera has a consumer-first mindset that has been instrumental to our transformation and evolution of our strategic plan. The Board is confident in Mr. Abrams-Rivera’s ability to continue to propel Kraft Heinz forward and continue to drive value for our stockholders and other stakeholders. As planned, upon Mr. Abrams-Rivera’s succession as CEO, Miguel Patricio stepped down as CEO and became the non-executive Chair of the Board.

 

   
2024 Proxy Statement     11
 
Company Overview     Voting
Roadmap
Stockholder
Engagement
Our
Board
Governance Director
Compensation
Beneficial
Ownership
Executive
Compensation
Audit
Matters
Stockholder
Proposals
Other
Information
Appendix A.
Non-GAAP

 

2023 PERFORMANCE HIGHLIGHTS

 

In 2023, we delivered strong results, driven by our ambition to better serve our customers and consumers and lead the future of food. We achieved these results driven by our three pillars of growth — Foodservice, Emerging Markets, and U.S. Retail Grow platforms — and accelerated profitability, leveraging our agility and navigating an ever-changing environment and headwinds, including ongoing inflation and a reduction in SNAP food assistance benefits in the United States. For fiscal year 2023, we had:

 

SALES INCOME CASH FLOW NET SALES NET INCOME NET CASH PROVIDED BY OPERATING ACTIVITIES +0.6% $2.8B $4.0B year-over-year increase 20.2% year-over-year increase 61.0% year-over-year increase ORGANIC NET SALES* ADJUSTED EBITDA* FREE CASH FLOW* +3.4% $6.3B $3.0B year-over-year increase 5.1% year-over-year increase 90.7% year-over-year increase ZONE PERFORMANCE Net Sales ($ in millions) Segment Adjusted EBITDA ($ in millions) $0 $10,000 $20,000 $30,000 North America International $0 $2,000 $4,000 $6,000 $8,000 North America International

 

* 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.

 

   
2024 Proxy Statement     12
 
Company Overview     Voting
Roadmap
Stockholder
Engagement
Our
Board
Governance Director
Compensation
Beneficial
Ownership
Executive
Compensation
Audit
Matters
Stockholder
Proposals
Other
Information
Appendix A.
Non-GAAP

 

We are continuing to execute our long-term strategy, delivering strong results in 2023 and building momentum for the future. To bring our strategy to life, in the second half of 2023, we announced changes to our Executive Leadership Team — including the appointment of our new CEO, Carlos Abrams-Rivera — and an evolved organizational structure to support accelerated profitable growth. We’re also continuing to unlock efficiencies that we expect to allow us to reinvest in our business, positioning us to lead the future of food. In 2023, we:

 

Fueled Growth Through our Three Pillars  
 
  Grew net sales and Organic Net Sales* year-over-year, fueled by growth in each of our three strategic pillars
  Prioritized high grow spaces in Foodservice by expanding across attractive channels such as non-commercial, with higher growth and higher margins
  Expanded our data-driven, repeatable go-to-market Emerging Markets model to more than 90% of markets, driving distribution and capturing opportunities by targeting the right product in the right market
     
Reinvested Back Into the Business  
 
  Increased each of our marketing spend, technology spend, and research and development spend by double-digit percentages versus fiscal year 2022
  Launched first ever global Heinz campaign, designed to embrace a holistic and sustainable approach to marketing
  Won 21 awards — 3 gold, 5 silver, and 13 bronze — at the 2023 Cannes Lions International Festival of Creativity, following investments in marketing to drive brand love and future growth
  Built digital-first solutions to power us to obtain better insights faster
  Leveraged proprietary artificial intelligence (“AI”) to-powered platform to drive efficiencies across our supply chain
     
Launched Innovation Enabled by our Agile Innovation Engine  
 
  Created patented technology for a disruptive new platform, 360CRISP™ – and debut product, Lunchables Grilled Cheesies
  Received recognition on TIME’s list of The Best Inventions of 2023 for Heinz Remix and 360CRISP™ — the only large food company honored and the only company with multiple inventions in the Food & Drink category
  Named to Fast Company’s prestigious annual list of the World’s Most Innovative Companies for 2023 — the #2 most innovative company in the Consumer Goods category — particularly for the work done through our joint venture with NotCo, where we are leveraging AI to elevate plant-based food by developing great-tasting products quicker than ever before
     
Improved Financial Flexibility  
 
  Continued to strengthen our balance sheet, reaching our targeted Net Leverage* ratio
  Generated strong Free Cash Flow Conversion*, while increasing investments in capital expenditures by approximately $97 million
  Generated gross efficiencies of approximately $700 million, remaining on track to reach our target of $2.5 billion in gross efficiencies by 2027
     
* 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.

 

   
2024 Proxy Statement     13
 

VOTING ROADMAP

 

This is intended to provide an overview of voting matters and recommendations. It may not contain all information important to you. Please review this entire Proxy Statement and our 2023 Annual Report prior to voting.

 

PROPOSAL 1

ELECTION OF DIRECTORS

Elect the following 11 directors to hold office until the Company’s 2025 Annual Meeting.

 

THE BOARD RECOMMENDS A VOTE FOR EACH OF THE DIRECTOR NOMINEES. More on Page 23

 

The Board believes that the nominees possess the appropriate mix of skills, qualifications, and expertise to effectively guide, oversee, and challenge management in the execution of our strategy and collectively represent diverse views, experiences, and backgrounds.

 

45% 27%* 82% 9
People of Color Women Independent Directors added since 2020
       

 

* Reflects Ms. Mulder’s retirement from the Board, effective as of the 2024 Annual Meeting. Since November 2022, our Board has included 4 women, or 31% to 33% of the Board. The Board is committed to maintaining gender diversity at or above 30% by the 2025 Annual Meeting.

 

   
2024 Proxy Statement     14
 
Company Overview Voting
Roadmap
    Stockholder
Engagement
Our
Board
Governance Director
Compensation
Beneficial
Ownership
Executive
Compensation
Audit
Matters
Stockholder
Proposals
Other
Information
Appendix A.
Non-GAAP

 

Director Nominees at a Glance

 

ALICIA KNAPP, Independent President and Chief Executive Officer, BHE Renewables, LLC Director Since: 2022 Other Current Public Company Boards: None JOHN T. CAHILL, VICE CHAIR Independent Former Chief Executive Officer and Executive Chairman, Kraft Foods Group, Inc. Director Since: 2015 Other Current Public Company Boards: 2 LORI DICKERSON FOUCHÉ, Independent Former Senior Executive Vice President and Chief Executive Officer, TIAA Financial Solutions, TIAA Director Since: 2021 Other Current Public Company Boards: 1 2023 , CARLOS ABRAMSRIVERA Chief Executive Officer, Kraft Heinz Director Since: Other Current Public Company Boards: None INDEPENDENCE 9 of 11 Directors MIGUEL PATRICIO, CHAIR Non-Executive Former Chief Executive Officer, Kraft Heinz Director Since: 2021 Other Current Public Company Boards: None Audit Committee Compensation Committee Governance Committee Chair TIMOTHY KENESEY, Independent President and Chief Executive Officer, MedPro Group Inc. Director Since: 2020 ELIO LEONI SCETI, Independent Co-Founder, Chief Crafter, and Chairman, The Craftory Director Since: 2020 Other Current Public Company Boards: None HUMBERTO P. ALFONSO, Independent Former Executive Vice President and Chief Financial Officer, Information Services Group, Inc. Director Since: 2023 Other Current Public Company Boards: 1 JOHN C. POPE, LEAD DIRECTOR Independent Chairman and Chief Executive Officer, PFI Group LLC Director Since: 2015 Other Current Public Company Boards: 2 JAMES PARK, Independent Vice President, Alphabet, Google LLC DIANE GHERSON, Independent Former Senior Vice President and Chief Human Resources Officer, International Business Machines Corporation (IBM) Director Since: 2022 Other Current Public Company Boards: None Director Since: 2022 Other Current Public Company Boards: None Other Current Public Company Boards: None

 

   
2024 Proxy Statement     15
 
Company Overview Voting
Roadmap
    Stockholder
Engagement
Our
Board
Governance Director
Compensation
Beneficial
Ownership
Executive
Compensation
Audit
Matters
Stockholder
Proposals
Other
Information
Appendix A.
Non-GAAP

 

PROPOSAL 2

ADVISORY VOTE TO APPROVE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

Approve, on an advisory (non-binding) basis, the compensation of our Named Executive Officers (“NEOs”), as described in the Compensation Discussion and Analysis and Executive Compensation Tables in this Proxy Statement.

 

THE BOARD RECOMMENDS A VOTE FOR PROPOSAL 2. More on Page 58

 

The cornerstone of our compensation program is our pay-for-performance philosophy that is designed to link a significant portion of each NEO’s compensation to their individual performance and Kraft Heinz’s performance, including ambitious performance targets set in alignment with our 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.

 

   
  The Human Capital and Compensation Committee (“Compensation Committee”) designs our compensation program to be aligned with our long-term growth strategy and stockholders’ interests, with executive compensation significantly weighted to be at-risk and performance-driven.
   
  CASH Base salary provides a stable source of income designed to be market competitive
Performance Bonus Plan awards motivate and reward performance in line with our strategic plan
     
  EQUITY Performance Share Units (“PSUs”) incentivize total shareholder return (“TSR”) and reward  achievement against long-term Company financial performance targets and long-term performance of our common stock
Restricted Stock Units (“RSUs”)
incentivize retention and ownership and reward achievement with long-term performance of our common stock
     
Performance-Driven to Align with Stockholder Interests

CEO 2023* Other NEOs 2023** 9% 30% 28% 13% CEO Base Salary PSUs Performance Bonus Plan at Target 20% Matching RSUs RSUs 78% Performance-Based and/or at Risk 10% 20% Performance Bonus Plan at Target 14% Matching RSUs 37% 71% 19% Base Salary PSUs RSUs Performance-Based and/or at Risk Other NEOs

 

Charts illustrate the mix of performance-driven, at-risk compensation as a percent of target total direct compensation. We consider the Matching RSUs awarded under the Bonus Investment Plan to be performance-driven because the match amount is determined based on achievement under the Performance Bonus Plan and at-risk because they remain subject to vesting and their value is subject to the long-term performance of our common stock.

*    Reflects 2023 compensation for Mr. Patricio. For 2024, Mr. Abrams-Rivera’s compensation as CEO reflects a change in compensation philosophy by the Compensation Committee moving away from front-loaded multi-year equity grants. For additional information on Mr. Abrams-Rivera’s 2024 compensation as our CEO, see Executive Compensation—Compensation Discussion and Analysis—2024 Compensation Changes—CEO Compensation Changes.

**   Equity award values for Mr. Abrams-Rivera reflect the pro-rata 2023 value of his sign-on new hire awards granted in March 2020 and annualized over four years.

   

 

   
2024 Proxy Statement     16
 
Company Overview Voting
Roadmap
    Stockholder
Engagement
Our
Board
Governance Director
Compensation
Beneficial
Ownership
Executive
Compensation
Audit
Matters
Stockholder
Proposals
Other
Information
Appendix A.
Non-GAAP

 

Equity Mix Weighted to Performance Share Units

Beginning with the equity awards granted in 2023, our annual equity award mix includes 70% PSUs and 30% RSUs.

 

Our 2023 PSUs feature a 3-year performance period and are based 40% on three-year average annual Company TSR performance relative to the peer group, with TSR achievement capped at target in the event the Company has a negative TSR; 30% on three-year Organic Net Sales compound annual growth rate (CAGR); and 30% on three-year  cumulative Free Cash Flow.

 

30% 3-Year TSR 3-Year Organic Net Sales CAGR 70% PSUs RSUs 21% 3-Year Cumulative Free Cash Flow 28% 21%

Ambitious Targets We value meritocracy and our performance-based compensation opportunity is designed to be highly market   competitive and includes individual and business targets designed to be ambitious but attainable.
Responsive to Stockholders At our 2023 Annual Meeting, stockholders supported the compensation of our NEOs with approval by approximately 97% of the votes cast. In the fall of 2023, we solicited feedback regarding the design and effectiveness of our executive compensation program from a number of our largest stockholders as part of our 2023 stockholder engagement program. Taking into consideration the strong support in 2023 and the feedback received during our fall stockholder engagement meetings, the Compensation Committee has maintained the general design of our compensation program for 2024. The Compensation Committee is committed to continual review and refinement of our compensation program, taking into consideration stockholder feedback and the evolution of our business. For additional information regarding the substantive actions we have taken, informed by our stockholder engagement, see Executive Compensation—Compensation Discussion and Analysis—Compensation Structure and Goals—Year-Round Executive Compensation-Setting Process—Consideration of   Say-On-Pay Vote.
Peer Benchmarked We use objective criteria to establish our peer company group and evaluate executive compensation versus our   peer group median and in light of individual contribution and performance.
   

 

PROPOSAL 3

RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS

Ratify the selection of PricewaterhouseCoopers LLP (“PwC”) as our independent auditors for the fiscal year ending on December 28, 2024.

 

THE BOARD RECOMMENDS A VOTE FOR PROPOSAL 3. More on Page 100

 

Taking into consideration the quality of services provided by PwC and the factors described in the Audit Matters section of this Proxy Statement, the Audit Committee and the Board have determined that the retention of PwC as our independent auditors continues to be in the best interests of the Company and our stockholders. The Audit Committee believes that PwC’s tenure as the Company’s auditor lends PwC valuable experience with the Company and knowledge of our business that are a benefit to the quality and effectiveness of PwC’s audit. This experience enables PwC to develop and implement efficient and innovative audit processes with respect to Kraft Heinz, focus on the risks that are significant to the Company and its industry, and provide services for fees the Audit Committee considers competitive.

 

   
2024 Proxy Statement     17
 
Company Overview Voting
Roadmap
    Stockholder
Engagement
Our
Board
Governance Director
Compensation
Beneficial
Ownership
Executive
Compensation
Audit
Matters
Stockholder
Proposals
Other
Information
Appendix A.
Non-GAAP

 

PROPOSAL 4

STOCKHOLDER PROPOSAL — REPORT ON RECYCLABILITY CLAIMS

A stockholder proposal, if properly presented at the Annual Meeting, requesting the Company issue a report by December 2024 providing the factual basis for legitimacy of all recyclable claims made on plastic packaging.

 

THE BOARD RECOMMENDS A VOTE AGAINST PROPOSAL 4. More on Page 104

 

The Board believes our current efforts meet the aims of the proposal and have a significant impact on improving and reducing our packaging while reducing risk for the Company. We are committed to recycling and to providing consumers with clear information to help increase recycling rates as much as possible, while also continuing to evolve with a dynamic and rapidly-evolving recycling and regulatory landscape. We have stringent internal measures designed to provide that on-pack claims are not misleading to consumers, and our on-pack recycling labeling is reviewed utilizing industry guidance. The Board believes the report requested by the proponent would divert time and expenses from our current efforts and reporting without adding value for stockholders or other stakeholders.

 

PROPOSAL 5

STOCKHOLDER PROPOSAL — REPORT ON GROUP-HOUSED PORK

A stockholder proposal, if properly presented at the Annual Meeting, requesting the Company disclose the percentage of group-housed pork in each of its main geographic regions and establish measurable targets for “phasing out the purchase of pork from suppliers who use gestation stalls.”

 

THE BOARD RECOMMENDS A VOTE AGAINST PROPOSAL 5. More on Page 107

 

The Board believes that, in light of our current policies and practices with respect to animal welfare and the progress the Company is making on the ESG topics the Company has determined are most significant for Kraft Heinz, as disclosed in our annual ESG Reports, the adoption of the stockholder’s proposal would divert management’s time and Kraft Heinz resources without providing meaningful benefit to the Company or our stockholders. Although we neither own nor manage farms, we require our suppliers to comply with our Global Animal Welfare Policy and Supplier Implementation Guide, which set forth our policies and expectations for our suppliers with respect to the treatment of animals, and the laws and ordinances where they do business, and we continuously monitor and evaluate suppliers’ compliance with our policies and local laws through our due diligence processes and audits.

 

   
2024 Proxy Statement     18
 
Company Overview Voting
Roadmap
    Stockholder
Engagement
Our
Board
Governance Director
Compensation
Beneficial
Ownership
Executive
Compensation
Audit
Matters
Stockholder
Proposals
Other
Information
Appendix A.
Non-GAAP

 

PROPOSAL 6

STOCKHOLDER PROPOSAL — REPORT ON GREENHOUSE GAS GOALS

A stockholder proposal, if properly presented at the Annual Meeting, claiming carbon-reduction commitments create risk of SEC enforcement without providing clear benefit to the climate or other values and requesting the Company produce a report analyzing the risks arising from voluntary carbon-reduction commitments.

 

THE BOARD RECOMMENDS A VOTE AGAINST PROPOSAL 6. More on Page 111

 

We fundamentally disagree with the proponent’s position that voluntary carbon-reduction commitments and reporting on the Company’s efforts with respect to greenhouse gas (“GHG”) emissions will create unreasonable risk for the Company. Rather, the proponent’s request appears to create additional cost and risk for the Company by contradicting pending climate regulations, which will require us to disclose the impacts, risks, and opportunities of climate change on our business. We believe that our aspirations with respect to GHG emissions, and the disclosure we provide on our progress toward those aspirations, help us make climate-smart business decisions that help us manage climate risk. Furthermore, we believe these efforts are consistent with the expectations of the majority of our stockholders and other stakeholders and provide value to the Company and our stockholders. For these reasons, the Board believes that the adoption of the stockholder’s proposal would unnecessarily divert management’s time and Kraft Heinz resources without providing meaningful benefit to the Company or our stockholders. 

 

   
2024 Proxy Statement     19
 

 

STOCKHOLDER ENGAGEMENT

 

We view fostering relationships and trust with stockholders and stakeholders as a critical component of good governance and our long-term success. We are committed to year-round engagement with stockholders, including portfolio managers and investment stewardship teams, and our Corporate Governance Guidelines codify the Board’s commitment to oversight of our engagement efforts. Engagement informs and improves our decision-making with respect to our strategies, programs, policies, and practices, and helps create long-term value for Kraft Heinz and our stockholders.

 

 
2023 BY THE NUMBERS
BROAD OUTREACH, DEEP ENGAGEMENT
 
~57% ~49% 12 40+
Common Stock
Outstanding Contacted
Common Stock
Outstanding Engaged
Investor Conferences and
Non-Deal Roadshows
ESG Stakeholder
Engagements
       

 

YEAR-ROUND ENGAGEMENT

 

Our Investor Relations and Corporate Secretary teams meet with institutional stockholders throughout the year to share and respond to questions regarding our performance, significant corporate governance matters, executive compensation, environmental and sustainability efforts, and changes in our Board and Executive Leadership Team. Our comprehensive engagement efforts also include year-round outreach by: our Investor Relations team through investor conferences, non-deal roadshows, and regular meetings with stockholders and sell-side analysts; our Corporate Secretary and Compensation teams with proxy advisory firms; our ESG team with ESG rating firms and stakeholders; and our Treasury team with rating agencies and firms. Generally, webcasts of management’s presentations at industry or investor conferences are publicly accessible on our Investor Relations website at ir.kraftheinzcompany.com/events-and-webcasts.

 

       
SPRING SUMMER FALL WINTER

  We publish our proxy statement and our annual report

  We hold engagement calls with our largest stockholders in advance of their votes at our Annual Meeting

  We hold our Annual Meeting

 

  We assess how our stockholders voted on the proposals at our Annual Meeting

  Our Board and Committees approve the self-evaluation process

 

  We hold engagement calls with our largest stockholders

  Our Board and Committees conduct annual self-evaluations

 

  We assess outcomes from our fall stockholder engagement calls and governance best practices

  We review policy updates by our stockholders and stakeholders

  We update our annual governance framework and policies, taking into account our stockholder engagements and Board self-evaluations

 

   
2024 Proxy Statement     20
 
Company Overview Voting
Roadmap
Stockholder
Engagement
    Our
Board
Governance Director
Compensation
Beneficial
Ownership
Executive
Compensation
Audit
Matters
Stockholder
Proposals
Other
Information
Appendix A.
Non-GAAP

 

2023 Engagement Highlights

 

THIRD-PARTY CONSULTANT

  We engage the services of Morrow Sodali to assist with and expand our stockholder outreach efforts

 

 

 

 

 

 

 

KEY TOPICS FOR 2023
OTHER KEY RESOURCES

  Business strategy and current business conditions

  Financial performance

  ESG strategy and initiatives

  Corporate governance practices, including Board skills and diversity

  Executive compensation changes

  CEO transition

  Human capital management and company culture

  Our investor relations website at ir.kraftheinzcompany.com

  Our annual ESG Report and information at www.kraftheinzcompany.com/esg

  Our DEI&B information at www.kraftheinzcompany.com/diversity-inclusion

  Our ESG reporting framework disclosures, including TCFD, at www.kraftheinz company.com/esg/verifications

 

Throughout 2023, we actively engaged with current and prospective stockholders at investor conferences and Kraft Heinz events, including:

 

FEBRUARY JUNE Fourth Quarter and Full Year 2022 Earnings Consumer Analyst Group of New York (CAGNY) Conference NOVEMBER Third Quarter 2023 Earnings UBS Pre-Thanksgiving Virtual Consumer Call Series JP Morgan Chicago Food Field MARCH Trip Bank of America New York Non-Deal Roadshow MAY First Quarter 2023 Earnings 2023 Annual Meeting of Stockholders Barclays Chicago Food Field Trip AUGUST Second Quarter 2023 Earnings SEPTEMBER 2023 Barclays Global Consumer Staples Conference Stifel London ESG Non-Deal Roadshow Bernstein's 39th Annual Strategic Decisions Conference Deutsche Bank Annual dbAccess Global Consumer Conference 2023 Sell-Side Analyst Day Third Annual Evercore ISI Consumer and Retail Conference Bank of America Toronto Non-Deal Roadshow DECEMBER

 

   
2024 Proxy Statement     21
 
Company Overview Voting
Roadmap
Stockholder
Engagement
    Our
Board
Governance Director
Compensation
Beneficial
Ownership
Executive
Compensation
Audit
Matters
Stockholder
Proposals
Other
Information
Appendix A.
Non-GAAP

 

INFORMED GOVERNANCE PRACTICES

 

We regularly share stockholder feedback with management, the Board, and Committees of the Board. In addition, the Nominating and Corporate Governance Committee (“Governance Committee”) considers corporate governance trends and best practices, as well as our peer and other large company practices, including with respect to our stockholder engagement program and annual meetings, and reviews the voting results of our annual meetings. The Compensation Committee considers compensation trends and best practices, as well as our peer and other large company practices and reviews the say-on-pay voting results of annual meetings.

 

MEANINGFUL, RESPONSIVE ACTION

 

Informed by our ongoing engagement with the corporate governance, investment stewardship, and portfolio management teams of our stockholders and other stakeholders throughout the year, we have made a number of enhancements and refinements to our corporate governance, compensation, environmental sustainability, and DEI&B programs and practices. Key actions in recent years include:

 

CORPORATE GOVERNANCE

 

Enhanced disclosure regarding the skills of members of the Board, including new, more detailed disclosure of how the Board defines such skills in this Proxy Statement.
Continued focus from the Board on diversity, including enhanced Corporate Governance Guidelines to codify the Board’s commitment to diverse membership.
Continued focus from the Board on refreshment, with a balance of tenures and strong independent representation. 

 

COMPENSATION

 

Made several enhancements to 2023 compensation as further disclosed in this Proxy Statement, including increasing the percentage of PSUs in our annual equity award mix, lengthening vesting periods for PSUs and RSUs, adding Company-specific metrics to PSUs, and aligning CEO compensation structure to that of our other NEOs.
Enhanced the depth of expertise for the Compensation Committee by appointing Diane Gherson, who brings significant experience in compensation and people management as former Chief Human Resources Officer at IBM, to the Board and Compensation Committee.
Engaged an independent third-party compensation consultant to advise the Compensation Committee regarding executive compensation matters.

 

ENVIRONMENTAL SUSTAINABILITY

 

Began providing a user-friendly appendix in our annual ESG Reports that shows annual achievement across various metrics and tracks to 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).
Announced goal to reduce use of virgin plastic globally by 20% by 2030.
Released Global Deforestation- and Conversion-Free Policy.
Announced goal to achieve net zero GHG emissions across our operational footprint (Scope 1 and Scope 2) and entire global supply chain (Scope 3) by 2050.

 

DIVERSITY

 

Enhanced disclosures in our Proxy Statement regarding diversity of our Board and Executive Leadership Team.
Continued to strengthen our DEI&B initiatives, resources, and leadership, including establishment of our Global Inclusion Council consisting of senior leaders across our business and members of the Board to drive and oversee our efforts.
Published our consolidated EEO-1 reports on our website.

 

   
2024 Proxy Statement     22
 

 

OUR BOARD

 

PROPOSAL 1. ELECTION OF DIRECTORS

 

At the recommendation of the Governance Committee, the Board has nominated the 11 directors named in this Proxy Statement for election at the Annual Meeting. If elected, the directors will serve for a one-year term expiring at the 2025 Annual Meeting of Stockholders and until their successors have been duly elected and qualified or until their earlier death, resignation, disqualification, or removal. Gregory E. Abel and Susan Mulder are not standing for re-election at the Annual Meeting and, as a result, will step down from the Board effective upon the election of directors at the Annual Meeting.

 

The Board believes the director nominees are highly qualified and collectively have the appropriate mix of attributes, perspectives, experience, and expertise to provide strong leadership, counsel, and oversight to the Company and management to advance our long-term strategy and deliver value to stockholders. Each nominee has consented to being named as a nominee and has accepted the nomination and agreed to serve as a director if elected. All of the director nominees are current directors. Ten of the directors were elected by stockholders at our 2023 Annual Meeting. The Board appointed Mr. Abrams-Rivera, effective December 31, 2023, in connection with his selection by the Board to succeed Mr. Patricio as the Company’s CEO, as previously disclosed.

 

The Board believes that each nominee will be able and willing to serve if elected. 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.

 

 

THE BOARD RECOMMENDS A VOTE FOR EACH OF THE DIRECTOR NOMINEES NAMED FOR ELECTION IN THIS PROXY STATEMENT.

 

   
2024 Proxy Statement     23
 
Company Overview Voting
Roadmap
Stockholder
Engagement
Our
Board
    Governance Director
Compensation
Beneficial
Ownership
Executive
Compensation
Audit
Matters
Stockholder
Proposals
Other
Information
Appendix A.
Non-GAAP

 

OUR 2024 DIRECTOR NOMINEES

 

The nominees represent diverse backgrounds, experiences, and skills, coupled with strong independence, judgement, and integrity, and embody the qualifications relevant to Kraft Heinz’s global operations and long-term strategic vision. We believe advancing diversity creates a competitive advantage that differentiates and elevates everything we do — and that commitment starts at the top.

 

Director Nominee Qualifications

 

Director Nominee Qualification Highlights

 

45% 50s TENURE AGE ENGAGEMENT 82% INDEPENDENT AVERAGE YEARS 3.32 82% 0-4 YEARS 18% 5-9 YEARS 18% UNDER 50 27% 60s 9% 70s AVERAGE YEARS 59 45% PEOPLE OF COLOR 96% AVERAGE ATTENDANCE OF DIRECTORS AT BOARD AND COMMITTEE MEETINGS IN 2023 WOMEN

 

* Reflects Ms. Mulder’s retirement from the Board, effective as of the 2024 Annual Meeting. Since November 2022, our Board has included 4 women, or 31% to 33% of the Board. The Board is committed to maintaining gender diversity at or above 30% by the 2025 Annual Meeting.

 

   
2024 Proxy Statement     24
 
Company Overview Voting
Roadmap
Stockholder
Engagement
Our
Board
    Governance Director
Compensation
Beneficial
Ownership
Executive
Compensation
Audit
Matters
Stockholder
Proposals
Other
Information
Appendix A.
Non-GAAP

 

Director Nominee Skills and Expertise

 

The following highlights the key skills and expertise that, together with other factors, led the Governance Committee and the Board to recommend the director nominees for election. The matrix is intended to depict notable areas of experience and expertise for each director nominee. The lack of a mark does not mean that the nominee does not possess that qualification or skill.

 

   
FINANCIAL AND ACCOUNTING
Experience in and an understanding of accounting and financial reporting processes, capital structure, and complex financial transactions is critical to oversight of our performance and compliance with our reporting obligations as a U.S. publicly traded company.
         
GLOBAL BUSINESS AND EMERGING MARKETS
Experience in global business, markets, and supply chains or emerging markets, or familiarity with culture, trends, and issues outside of the United States supports our key strategic initiatives for growth as a global company.
     
CPG OR RELATED INDUSTRY
Experience in the consumer packaged goods or similar consumer-focused industry provides important insight into trends and best practices in manufacturing, marketing, and selling food and beverage products.
         
ENTERPRISE LEADERSHIP
Experience in oversight and operations as a chief executive officer, chief operating officer, or other senior-level officer, particularly in a public company or other complex global organization, provides a range of practical insights into the operation of large organizations like ours.
SUSTAINABILITY AND HUMAN CAPITAL
Experience in environmental stewardship, sustainability, nutrition and wellness, and social responsibility or human capital management strengthens the Board’s oversight of long-term value creation through a responsible and sustainable business model.
             
REGULATORY AND PUBLIC POLICY
Experience in a highly regulated industry or public policy in the United States or globally provides valuable insight as our business operates in a continuously evolving global regulatory landscape.
             
RISK MANAGEMENT
Experience with oversight and management of various strategic, financial, operational, and commercial risks facing the Company enables robust oversight of our efforts to mitigate risk and promote compliance.
   
STRATEGIC TRANSACTIONS
Experience in complex strategic acquisitions, divestitures, or other transactions provides perspective with respect to our transformation and long-term strategy.
     
BRAND BUILDING
Experience in strategic portfolio management and brand strategy, marketing, and sales supports our ambitious innovation strategy in identifying new product areas, platforms, and technologies.
           
DIGITAL AND TECHNOLOGY
Experience in technological innovation, trends, and implementation and oversight of cybersecurity risk provides insight for oversight of our navigation of emerging technologies to reach modern consumers.
                 

 

   
2024 Proxy Statement     25
 
Company Overview Voting
Roadmap
Stockholder
Engagement
Our
Board
    Governance Director
Compensation
Beneficial
Ownership
Executive
Compensation
Audit
Matters
Stockholder
Proposals
Other
Information
Appendix A.
Non-GAAP

 

Director Diversity

 

We believe that diversity creates a competitive advantage that makes us more thoughtful and stronger. Our commitment to diversity starts at the top. The Board seeks to reflect a wide range of attributes across directors. We provide the following information for purposes of our compliance with the requirements of The Nasdaq Stock Market LLC (“Nasdaq”).

 

Nasdaq Board Diversity Matrix
(as of March 4, 2024)
   
TOTAL NUMBER OF DIRECTORS*   11
    Female   Male   Non-Binary   Gender
Undisclosed
GENDER                
Directors   3   8    
SELF-IDENTIFIED DEMOGRAPHIC BACKGROUND                
African American or Black   2      
Alaskan Native or American Indian        
Asian     1    
Hispanic or Latinx     2    
Native Hawaiian or Pacific Islander        
White   1   5    
Two or More Races or Ethnicities        
LGBTQ+        
Undisclosed        

 

* Reflects director nominees standing for election at the Annual Meeting. Does not include current directors that are not standing for re-election at the Annual Meeting, if any.
Reflects Ms. Mulder’s retirement from the Board, effective as of the 2024 Annual Meeting. Since November 2022, our Board has included 4 women, or 31% to 33% of the Board. The Board is committed to maintaining gender diversity at or above 30% by the 2025 Annual Meeting.

 

   
2024 Proxy Statement     26
 
Company Overview Voting
Roadmap
Stockholder
Engagement
Our
Board
    Governance Director
Compensation
Beneficial
Ownership
Executive
Compensation
Audit
Matters
Stockholder
Proposals
Other
Information
Appendix A.
Non-GAAP

 

Director Nominee Biographies

 

The director nominee biographies that follow summarize the key experience and expertise the director nominees bring to the Board.

 

 

Miguel Patricio

CHAIR

 

Non-Executive

Age: 57

Director Since: May 2021

Chair Since: May 2022

Committees: None

Other Current Public Company Boards: None

 

Key Skills

  Global Business and Emerging Markets

  CPG or Related Industry

  Enterprise Leadership

  Risk Management

  Strategic Transactions

  Brand Building

Key Qualifications

Mr. Patricio brings to the Board deep consumer goods industry and leadership experience as well as valuable perspective as our former CEO.

Career Highlights

  Kraft Heinz

–  Chair of the Board (since May 2022)

–  Chief Executive Officer (June 2019 to December 2023)

●  Anheuser-Busch InBev SA/NV (“AB InBev”), a multinational drink and brewing holdings company

–  Chief of Special Global Projects – Marketing (January to June 2019)

–  Various zone president and marketing leadership positions (2008 to 2018)

●  InBev SA, a multinational brewing company and predecessor of AB InBev

–  Various zone president and marketing leadership positions (2004 to 2008)

 

  Companhia de Bebidas das Americas S.A. (“Ambev”), a Brazilian brewing company and predecessor of AB InBev

–  Chief Marketing Officer (1999 to 2004)

  Philip Morris Companies Inc., an international tobacco company

–  Vice President, Marketing (1997 to 1999)

  The Coca-Cola Company, a global beverage company

–  Global Marketing Director (1996 to 1997)

  Johnson & Johnson, a pharmaceutical and medical device company

–  Global Marketing Director (1989 to 1995)


 

 

John T. Cahill

VICE CHAIR

 

  Independent

Age: 66

Director and Vice Chair Since: July 2015

Committees:

Other Current Public Company Boards:

  Colgate-Palmolive Company (since 2005)

  American Airlines Group (since 2013)

 

Key Skills

  Financial and Accounting

  Global Business and Emerging Markets

  CPG or Related Industry

  Enterprise Leadership

  Risk Management

  Strategic Transactions

Key Qualifications

Mr. Cahill brings to the Board extensive experience in the food and beverage industry, business finance and financial statements, global markets, and executive leadership of public companies.

Career Highlights

  Kraft Foods Group, Inc. (“Kraft”), one of our predecessor companies

–  Chief Executive Officer (2014 to 2015)

–  Executive Chairman (2012 to 2014)

  Mondelēz International, Inc. (“Mondelēz”), a food and beverage company and former parent of Kraft

–  Executive Chairman Designate, North American Grocery (2012)

  Ripplewood Holdings LLC, a private equity firm

–  Industrial Partner (2008 to 2011)

  PepsiCo, Inc., a global food and beverage company, and affiliates

–  Various executive and senior financial positions (1989 to 2007)

 

Other Boards and Experiences

  Kraft Foods Group, Inc. (2012 to 2015)

  Legg Mason, Inc., a financial services holding company (2010 to 2014)

 

    Audit Committee     Compensation Committee     Governance Committee     Chair


 

2024 Proxy Statement     27
 
Company Overview Voting
Roadmap
Stockholder
Engagement
Our
Board
    Governance Director
Compensation
Beneficial
Ownership
Executive
Compensation
Audit
Matters
Stockholder
Proposals
Other
Information
Appendix A.
Non-GAAP

 

 

John C. Pope

LEAD DIRECTOR

 

  Independent

 

Age: 74

Director Since: July 2015

Lead Director Since: January 2021

Committees:

 

Other Current Public Company Boards:

  Waste Management, Inc. (since 1997)

  Talgo S.A. (since 2015)

 

Key Skills

  Financial and Accounting

  Global Business and Emerging Markets

  CPG or Related Industry

  Enterprise Leadership

  Regulatory and Public Policy

  Risk Management

  Strategic Transactions

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

–  Chairman and Chief Executive Officer (since 1994)

  United Airlines, a U.S.-based airline, and its parent, UAL Corporation

–  Various executive positions in operations, finance, and marketing (1988 to 1994)

 

Other Boards and Experiences

  R. R. Donnelley & Sons Company (1996 to February 2022)

  Kraft Foods Group, Inc. (2012 to 2015)

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

  Con-way, Inc. (2003 to 2015)

  Dollar Thrifty Automotive Group, Inc. (1997 to 2012)

     
     
     
     
     
     
     


 

 

Carlos
Abrams-Rivera

 

Kraft Heinz CEO

 

Age: 56

Director Since: December 2023

Committees: None

Other Current Public Company Boards: None

 

Key Skills

  Global Business and Emerging Markets

  CPG or Related Industry

  Enterprise Leadership

  Strategic Transactions

  Brand Building

  Digital and Technology

Key Qualifications

Mr. Abrams-Rivera brings to the Board deep consumer packaged goods and brand building expertise, strong experience in global and emerging markets, and unique insight as our CEO.

Career Highlights

  Kraft Heinz

–  Chief Executive Officer (since December 2023)

–  President, Kraft Heinz (August to December 2023)

–  Executive Vice President and President, North America (December 2021 to August 2023)

–  U.S. Zone President (February 2020 to December 2021)

  Campbell Soup Company, a global food and beverage company

–  Executive Vice President and President, Campbell Snacks (May 2019 to February 2020)

–  President, Campbell Snacks (2018 to May 2019)

–  President, Pepperidge Farm (2015 to 2018)

 

 

  Mondelēz

–  Various marketing and leadership positions (2011 to 2015)

  Kraft Foods Group, Inc., one of our predecessor companies

–  Various positions (1998 to 2010)

 

Other Boards and Experiences

  Energizer Holdings, Inc. (January 2020 to January 2024)

 

    Audit Committee     Compensation Committee     Governance Committee     Chair


 

2024 Proxy Statement     28
 
Company Overview Voting
Roadmap
Stockholder
Engagement
Our
Board
    Governance Director
Compensation
Beneficial
Ownership
Executive
Compensation
Audit
Matters
Stockholder
Proposals
Other
Information
Appendix A.
Non-GAAP

 

 

Humberto P. Alfonso

  Independent

 

 

Age: 66

Director Since: May 2023

Committees:

Other Current Public Company Boards:

  Eastman Chemical Company (since 2011)

 

Key Skills

  Financial and Accounting

  Global Business and Emerging Markets

  CPG or Related Industry

  Enterprise Leadership

  Risk Management

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

–  Executive Vice President and Chief Financial Officer (June 2021 to August 2023)

  Yowie Group Ltd. (“Yowie Group”), a global brand licensing company specializing in children’s consumer products

–  Chief Executive Officer, Global (2016 to 2018)

  The Hershey Company, a global confectionary and snack products company

–  President, International (2013 to 2015)

–  Various senior and executive financial positions (2006 to 2013)

  Cadbury Schweppes PLC, a multinational confectionary company

–  Various senior and executive financial positions (2003 to 2006)

 

 

  Pfizer, Inc., a global pharmaceutical company

–  Vice President and Chief Financial Officer (2000 to 2003)

  Warner-Lambert Company, a pharmaceutical company (acquired by Pfizer, Inc. in 2000)

–  Various financial positions (1983 to 2000)

Other Boards and Experiences

  Yowie Group (2017 to 2018)


 

 

Lori Dickerson Fouché

  Independent

 

 

Age: 54

Director Since: May 2021

Committees:  

Other Current Public Company Boards:

  Hippo Holdings Inc. (since May 2021)

 

Key Skills

  Financial and Accounting

  Enterprise Leadership

  Regulatory and Public Policy

  Risk Management

  Brand Building

Key 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

–  Senior Executive Vice President and Advisor to the Chief Executive Officer (June to December 2020)

–  Senior Executive Vice President and Chief Executive Officer, TIAA Financial Solutions (2018 to June 2020)

  Prudential Financial, Inc. (“Prudential”), a financial services firm

–  Group Head of Individual Solutions (2017 to 2018)

–  President of Prudential Annuities (2015 to 2017)

–  Chief Executive Officer, Prudential Group Insurance (2014 to 2015)

 

 

Other Boards and Experiences

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

  Princeton University Board of Trustees (since September 2021 and 2015 to June 2019)

 

    Audit Committee     Compensation Committee     Governance Committee     Chair


 

2024 Proxy Statement     29
 
Company Overview Voting
Roadmap
Stockholder
Engagement
Our
Board
    Governance Director
Compensation
Beneficial
Ownership
Executive
Compensation
Audit
Matters
Stockholder
Proposals
Other
Information
Appendix A.
Non-GAAP

 

 

Diane Gherson

  Independent

 

 

Age: 67

Director Since: November 2022

Committees: 

Other Current Public Company Boards: None

 

Key Skills

  Global Business and Emerging Markets

  Enterprise Leadership

  Sustainability and Human Capital

  Risk Management

  Strategic Transactions

  Digital and Technology

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

  Boston Consulting Group, Inc., a management consulting firm

–  Senior Advisor (since July 2023)

  Harvard Business School

–  Senior Lecturer (July 2021 to June 2023)

  International Business Machines Corporation (IBM), a global technology company

–  Senior Vice President and Special Advisor to the Chief Executive Officer (September to December 2020)

–  Senior Vice President and Chief Human Resources Officer (2017 to August 2020)

–  Senior Vice President, Human Resources (2013 to 2017)

–  Various senior leadership positions in human resources, talent, and compensation and benefits (2002 to 2013)

 

 

  Willis Towers Watson, a global professional services and human resources consulting company

–  Principal and Global Practice Leader (1997 to 2002)

–  Principal (1994 to 1997)

 

Other Boards and Experiences

  National Academy of Human Resources (since January 2019)

  Ping Identity Holding Corp. (February 2021 to October 2022)


 

 

 

Timothy Kenesey

  Independent

 

 

Age: 56

Director Since: January 2020

Committees: 

Other Current Public Company Boards: None

 

Key Skills

  Financial and Accounting

  Global Business and Emerging Markets

  Enterprise Leadership

  Sustainability and Human Capital

  Regulatory and Public Policy

  Risk Management

  Strategic Transactions

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.

–  President and Chief Executive Officer (since 2001)

  General Electric Company, an industrial technology company

–  Senior Vice President of GE Insurance (2000)

–  Global Business Development Manager of GE Healthcare (1998 to 1999)

  Sidley Austin LLP, a global law firm

–  Attorney focused on mergers and acquisitions and corporate finance (1993 to 1997)

  KPMG LLP, an accounting firm

–  Audit and Tax Accountant (1989 to 1990)

 

Other Boards and Experiences

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

  Various other smaller insurance subsidiaries of Berkshire Hathaway Inc. (since 2001)

 

    Audit Committee     Compensation Committee     Governance Committee     Chair


 

2024 Proxy Statement     30
 
Company Overview Voting
Roadmap
Stockholder
Engagement
Our
Board
    Governance Director
Compensation
Beneficial
Ownership
Executive
Compensation
Audit
Matters
Stockholder
Proposals
Other
Information
Appendix A.
Non-GAAP

 

 

Alicia Knapp

  Independent

 

 

Age: 45

Director Since: May 2022

Committees: 

Other Current Public Company Boards: None

 

Key Skills

  Enterprise Leadership

  Sustainability and Human Capital

  Regulatory and Public Policy

  Risk Management

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.

–  President and Chief Executive Officer (since December 2020)

  MidAmerican Energy Company (“MidAmerican Energy”), an energy company providing electric and natural gas service and subsidiary of Berkshire Hathaway Inc.

–  Vice President, Renewable Generation (May to December 2020)

–  Vice President, Gas Delivery (2018 to May 2020)

–  General Manager, Gas Operations (2018)

 

 

  BHE Renewables

–  General Manager (2017 to 2018)

–  Project Manager (2012 to 2017)

  MidAmerican Energy

–  Project Manager, Nuclear (2010 to 2012)

–  Various positions in risk management and energy trading (2001 to 2010)


 

 

Elio Leoni Sceti

  Independent

 

 

Age: 58

Director Since: May 2020

Committees: 

Other Current Public Company Boards: None

 

Key Skills

  Financial and Accounting

  Global Business and Emerging Markets

  CPG or Related Industry

  Enterprise Leadership

  Sustainability and Human Capital

  Strategic Transactions

  Brand Building

Key Qualifications

Mr. Leoni Sceti brings to the Board deep experience in the consumer goods sector, operations, marketing, product development, and disruptive innovation.

Career Highlights

  The Craftory, a global investment house for purpose-driven CPG challenger brands

–  Co-Founder, Chief Crafter, and Chairman (since 2018)

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

  Iglo Group, a frozen food company whose brands include Birds Eye, Findus, and Iglo

–  Chief Executive Officer (2013 to 2015)

  EMI Group, a global music company

–  Chief Executive Officer (2008 to 2010)

  Reckitt Benckiser Group plc, a home, health, and personal care products company

–  Various marketing and management positions (1992 to 2008)

  Procter & Gamble Company, a CPG company

–  Various marketing positions (1988 to 1992)

 

Other Boards and Experiences

  AB InBev (2014 to April 2023)

  Barry Callebaut AG (2017 to December 2023)

  LSG Holdings Limited (since 2011)

  Various portfolio companies of The Craftory (since 2018)

  Room to Read, UK Board (since April 2019)

  One Young World, Board of Trustees (since 2011)

 

    Audit Committee     Compensation Committee     Governance Committee     Chair


 

2024 Proxy Statement     31
 
Company Overview Voting
Roadmap
Stockholder
Engagement
Our
Board
    Governance Director
Compensation
Beneficial
Ownership
Executive
Compensation
Audit
Matters
Stockholder
Proposals
Other
Information
Appendix A.
Non-GAAP

 

 

James Park

  Independent

 

 

Age: 47

Director Since: May 2022

Committees:

Other Current Public Company Boards: None

 

Key Skills

  Enterprise Leadership

  Risk Management

  Strategic Transactions

  Brand Building

  Digital and Technology

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

–  Vice President, Alphabet (since January 2024)

–  Vice President and General Manager, Wearables and Health (August 2023 to January 2024)

–  Vice President and General Manager, Fitbit (February 2021 to August 2023)

  Fitbit, Inc., a connected health and fitness company (acquired by Google in January 2021)

–  Chairman (2015 to January 2021)

–  Co-Founder, President, Chief Executive Officer, and Director (2007 to January 2021)

 

 

  CNET Networks, Inc. (“CNET”), an online media company

–  Director of Product Development (2005 to 2007)

  Wind-Up Labs, Inc., an online photo sharing company (acquired by CNET in 2005)

–  President and Co-Founder (2002 to 2005)

Other Boards and Experiences

  Fitbit, Inc. (2007 to January 2021)

 

    Audit Committee     Compensation Committee     Governance Committee     Chair


 

2024 Proxy Statement     32
 
Company Overview Voting
Roadmap
Stockholder
Engagement
Our
Board
    Governance Director
Compensation
Beneficial
Ownership
Executive
Compensation
Audit
Matters
Stockholder
Proposals
Other
Information
Appendix A.
Non-GAAP

 

Board Qualifications and Refreshment

 

Board Membership Criteria

 

The selection of qualified directors is key to ensuring that the Board provides robust and effective oversight of the Company in the execution of our long-term strategy. The Governance Committee strives to maintain an independent Board with broad and diverse experience and judgment to represent the interests of our stockholders. The Governance Committee and Board consider a range of factors they view as essential for Board excellence and effectiveness when recruiting and recommending directors for election.

 

 

SKILLS, EXPERTISE, AND EXPERIENCE

  The Governance Committee seeks director nominees with integrity, sound judgment, and the mix of professional expertise and educational backgrounds to establish and maintain a Board strong in its collective knowledge. As part of this, the Governance Committee seeks to identify individuals whose particular backgrounds, skills, and expertise, when taken together, provide the Board with the key qualifications and skills that can best perpetuate Kraft Heinz’s success.

DIVERSITY

  The Board and the Governance Committee are committed to actively seeking out diverse candidates reflective of the diversity of the communities in which the Company operates, including with respect to gender, gender identity, race, ethnic and national background, sexual orientation, cultural background, and age. The Governance Committee reviews its effectiveness in balancing these considerations when assessing the composition of the Board.

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. 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.

INDEPENDENCE

  The Board considers whether a nominee meets various independence requirements, including whether a nominee’s service on boards and committees of other organizations is consistent with our conflicts of interest policy.

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.

 

Director Independence

 

Our Corporate Governance Guidelines require that a majority of our directors meet the independence requirements of 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. Alfonso   Ms. Gherson   Mr. Leoni Sceti  
    Mr. Cahill   Mr. Kenesey   Mr. Park
    Ms. Fouché   Ms. Knapp   Mr. Pope

 

 

Gregory E. Abel and Susan Mulder, who decided not to stand for re-election at our 2024 Annual Meeting of Stockholders, were also determined to be independent during the periods in which they served. In conducting its evaluations of Mr. Abel, Mr. Kenesey, and Ms. Knapp, the Board considered each individual’s affiliation with Berkshire Hathaway Inc. (together with its affiliates, “Berkshire Hathaway”), which held approximately 26.8% of our outstanding common stock as of March 4, 2024, and its subsidiaries. The Board found that such affiliations and directorships were in compliance with our conflict of interest policies.

 

   
2024 Proxy Statement     33
 
Company Overview Voting
Roadmap
Stockholder
Engagement
Our
Board
    Governance Director
Compensation
Beneficial
Ownership
Executive
Compensation
Audit
Matters
Stockholder
Proposals
Other
Information
Appendix A.
Non-GAAP

 

Director Selection Process

 

Our Governance Committee, with the full Board, is responsible for establishing Board membership criteria and evaluating the qualifications of Board nominees.

 

SUCCESSION PLANNING
  The Governance Committee analyzes Board composition and structure on an ongoing basis to support our long-term strategy, taking   into consideration skills, experiences, and diversity, past contributions by current directors, and the results of stockholder votes.
IDENTIFICATION OF CANDIDATES  
  The Governance Committee identifies qualified director candidates. The Governance Committee accepts nominee suggestions from directors, stockholders, management, and others, and may retain third-party search firms to assist in identifying, evaluating, and   conducting due diligence on potential director candidates.
EVALUATION OF CANDIDATES
  The Governance Committee evaluates potential candidates on the criteria described above and set forth in our Corporate Governance Guidelines. Qualified candidates are generally interviewed by the Governance Committee Chair, Lead Director, and other members of the Governance Committee, the Board, and management, as appropriate.
DECISION AND NOMINATION
  Upon recommendation by the Governance Committee that a director nominee will serve in the best interests of Kraft Heinz and our   stockholders, the full Board evaluates and approves director candidates for appointment and election.
ELECTION BY STOCKHOLDERS
  Our stockholders consider and annually elect by majority vote all director nominees to serve one-year terms. 

 

The Governance Committee will consider any candidate a stockholder properly presents for election to the Board in accordance with the procedures set forth in our By-Laws. The Governance Committee uses the same criteria to evaluate a candidate suggested by a stockholder as it uses to evaluate a candidate that the Governance Committee identifies. After the Board’s consideration, our Corporate Secretary will notify that stockholder whether or not the Board decided to appoint or nominate the candidate. For a description of how stockholders may nominate a candidate for the Governance Committee’s consideration for election to the Board at an annual meeting, see Other Information—Stockholder Proposals.

 

   
2024 Proxy Statement     34
 

 

GOVERNANCE

 

CORPORATE GOVERNANCE HIGHLIGHTS

 

We are committed to strong corporate governance, which is critical to promote the long-term interests of our stockholders. The Board believes our governance practices provide a framework that strengthens our Board and management accountability, allows the Board to set objectives and monitor performance, helps ensure efficient use of corporate resources, and fosters trust in Kraft Heinz.

 

 

BOARD COMPOSITION AND LEADERSHIP

 

Continuous Refreshment emphasizing a diversity of views and experiences and sound judgment to best perpetuate our success and stockholder interests

 

Robust Independence, with 9 of 11 director nominees independent

 

Strong Independent Lead Director, elected by independent directors, separate Chair and Chief Executive Officer roles, and independent Vice Chair

 

100% Independent Committees of the Board

 

Executive Sessions (without management present) at each Board meeting

 

Director Time Commitments Policy limits service on the boards of other public companies to three or, for chief executive officers of public companies, one (each in addition to Kraft Heinz)

 

Annual Performance Evaluations for the Board and all Committees of the Board

 

Robust Director Selection Process with Diversity Policy

 

Active Oversight of Risks related to the Company’s business, including ESG risks

 

Special Meetings of the Board may be called by our CEO, Chair, a majority of directors, or our Vice Chair or any Committee Chair with the support of at least two other directors

 

STOCKHOLDER RIGHTS

 

Proactive Year-Round Engagement with stockholders and incorporation of stockholder input in our strategies and programs

 

Annual Election of Directors with Majority Voting Standard in uncontested elections

 

Annual Say-on-Pay Votes

 

Stockholder Right to Call Special Meetings for stockholders of record of at least 20% of the voting power of our outstanding stock

 

No “Poison Pill”

 

Stockholder Action by Written Consent

 

   
 

OTHER BEST PRACTICES

 

Rigorous Stock Ownership Requirements to align directors’ and executive officers’ interests with those of stockholders

 

Robust Clawback Policy

 

Anti-Hedging and Pledging Policies

 

   
2024 Proxy Statement     35
 
Company Overview Voting
Roadmap
Stockholder
Engagement
Our
Board
Governance     Director
Compensation
Beneficial
Ownership
Executive
Compensation
Audit
Matters
Stockholder
Proposals
Other
Information
Appendix A.
Non-GAAP

 

BOARD STRUCTURE AND OPERATIONS

 

11

 

BOARD MEETINGS IN 2023

KEY RESPONSIBILITIES IN 2023

  Development of and progress on our long-term strategic plan

  Our ESG strategy and progress, including climate strategy

  Succession planning

  Capital structure and capital allocation strategy

MANAGEMENT ATTENDANCE AT BOARD MEETINGS

Key members of management regularly attend and participate in Board and Committee meetings. Regular attendees include our CEO, CFO, Chief Legal and Corporate Affairs Officer, and other members of the Executive Leadership Team. Other senior leaders attend as meeting topics warrant.

 

Board Leadership Structure

 

Our governance framework provides the Board with the flexibility to select the appropriate leadership structure to allow the Board to effectively carry out its responsibilities, serve the long-term interests of Kraft Heinz, and best represent our stockholders’ interests. The Board evaluates its leadership structure based upon our best interests and particular circumstances at the time, taking into consideration the composition of the Board, including the tenure and skill sets of the individual directors and the Board as a whole, our specific business and long-term strategic needs, our operating and financial performance, industry conditions, the economic and regulatory environment, annual Board evaluations, the advantages and disadvantages of alternative leadership structures, and our corporate governance practices generally.

 

JANUARY MAY DECEMBER Appointed independent Lead Director to help ensure continued robust independent leadership of the Board Combined the roles of Chair and Chief Executive Officer , following the retirement of our then Chair Separated the roles of Chair and Chief Executive Officer , in connection with our CEO succession 2021 2022 2023 Development of and progress on our long-term strategic plan Our ESG strategy and progress, including climate strategy Succession planning Capital structure and capital allocation strategy

 

In 2021, as part of its periodic evaluation of its leadership structure, the Board appointed Mr. Pope as independent Lead Director, taking into consideration 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 combined the roles of Chair and CEO and appointed Mr. Patricio to the role, effective in May 2022. The Board thoroughly considered a range of factors, including our strategic priorities, the complexity and global nature of our business, 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 concluded that a combined 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 between effective independent oversight and strong, consistent leadership to drive execution of our enterprise strategy. 
In 2023, in connection with the transition of our CEO from Mr. Patricio to Mr. Abrams-Rivera, the Board separated the roles of Chair and CEO. The Board believes that this structure supports a smooth transition and enables the Board and Company to best leverage Mr. Patricio’s and Mr. Abrams-Rivera’s strongest talents to promote the continued growth of our business. As CEO, Mr. Abrams-Rivera is responsible for developing and overseeing the execution of our business strategy and leading and managing the day-to-day operations of the Company. As non-executive Chair, Mr. Patricio focuses on Board leadership and governance and serves as a liaison between the Board and management, working closely with our independent Lead Director and CEO. The Board believes this structure serves the best

 

   
2024 Proxy Statement     36
 
Company Overview Voting
Roadmap
Stockholder
Engagement
Our
Board
Governance     Director
Compensation
Beneficial
Ownership
Executive
Compensation
Audit
Matters
Stockholder
Proposals
Other
Information
Appendix A.
Non-GAAP

 

interests of Kraft Heinz and our stockholders at this time and has not established a specific transition period or term for Mr. Patricio’s role as non-executive Chair.

 

From time to time, the Board may also determine that it is appropriate to nominate members of management to the Board, including the CEO. Our current CEO was initially appointed to serve as a director in December 2023 and is nominated for election at the Annual Meeting. Our previous CEO and current Chair of the Board was initially elected at our 2021 Annual Meeting of Stockholders and is nominated for re-election at the Annual Meeting.

 

Current Leadership and Responsibilities

 

 

MIGUEL PATRICIO

Since: May 2022

CHAIR

Non-Executive

  Presides at all meetings of the Board

  With the Lead Director, reviews and establishes Board meeting agendas and schedules to ensure sufficient time for discussion of all agenda items

  With the Lead Director, reviews information sent to the Board

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

  Actively participates in CEO succession planning

  Provides feedback to the Compensation Committee on the performance of the CEO

  Performs such other duties as the Board may from time-to-time request

Mr. Patricio served as our CEO from June 2019 to December 2023 and has served as a director since May 2021 and as Chair since May 2022. In appointing him as Chair, the Board considered Mr. Patricio’s deep knowledge of our industry, his awareness of key issues facing Kraft Heinz, and his ability to serve as a highly effective bridge between the Board and management and work closely and transparently with our independent directors.
   

 

JOHN T. CAHILL

Since: July 2015

VICE CHAIR

  Independent

  Assists the Chair

  Serves as meeting chair when the Chair and Lead Director are unable to attend

  Performs other duties as the Board may from time-to-time request

 

   
2024 Proxy Statement     37
 
Company Overview Voting
Roadmap
Stockholder
Engagement
Our
Board
Governance     Director
Compensation
Beneficial
Ownership
Executive
Compensation
Audit
Matters
Stockholder
Proposals
Other
Information
Appendix A.
Non-GAAP

 

 

JOHN C. POPE

Since: January 2021

LEAD DIRECTOR

  Independent

  Presides at meetings of the Board at which the Chair is not present, including sessions of the independent directors

  Has the authority to call meetings (including executive sessions) of the independent directors and directors unaffiliated with Berkshire Hathaway

  Reviews and approves Board meeting agendas and schedules to ensure sufficient time for discussion of all agenda items

  Reviews and approves information sent to the Board

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

  Provides oversight of CEO and Chair succession planning

  Monitors and evaluates, along with the Compensation Committee and the other independent directors, the performance of the CEO

  Performs other duties as the Board or independent directors may from time-to-time request

Mr. Pope has served as a director since July 2015 and was a director of our predecessor companies from 2001 to 2015. He has served on the Kraft Heinz Audit, Compensation, and Governance Committees. During his tenure, he has developed an expansive knowledge of Kraft Heinz through significant strategic advances, transformational, operational and organizational changes, and an evolving external environment. Mr. Pope also has deep operational and leadership experience as a public company executive and director. 

 

In appointing Mr. Pope as Lead Director, the independent directors took into consideration Mr. Pope’s experience and knowledge, integrity, and commitment to the Board. The Board and the independent directors considered Mr. Pope’s other commitments and noted his 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. The Board determined that Mr. Pope could serve effectively. 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. In 2023, Mr. Pope attended 100% of Board and Committee Meetings.

 

   
2024 Proxy Statement     38
 
Company Overview Voting
Roadmap
Stockholder
Engagement
Our
Board
Governance     Director
Compensation
Beneficial
Ownership
Executive
Compensation
Audit
Matters
Stockholder
Proposals
Other
Information
Appendix A.
Non-GAAP

 

COMMITTEES OF THE BOARD

 

The Board has three standing Committees: Audit, Human Capital and Compensation, and Nominating and Corporate Governance. Each Committee consists exclusively of independent directors, including, with respect to members of the Audit Committee and Human Capital and Compensation Committee, the heightened independence standards under Nasdaq and SEC rules applicable to such committee service. The Chair of each Committee reports to the Board on the topics discussed and actions taken at each Board meeting. Each Committee has a charter that sets forth the Committee’s roles and responsibilities and is reviewed annually by the Committee, with any proposed changes approved by the Board. Each Committee has the authority to retain and terminate independent counsel or other advisors without approval from, or consultation with, management and approve fees and other terms of the engagement.

 

The Board designates Committee members and Chairs based on the Governance Committee’s recommendations. The Governance Committee and the Board believe that the size of the Board allows for effective Committee organization and facilitates efficient meetings and decision making.

 

   
2024 Proxy Statement     39
 
Company Overview Voting
Roadmap
Stockholder
Engagement
Our
Board
Governance     Director
Compensation
Beneficial
Ownership
Executive
Compensation
Audit
Matters
Stockholder
Proposals
Other
Information
Appendix A.
Non-GAAP

 

 Audit Committee

 

JOHN C. POPE

Chair

 

HUMBERTO P. ALFONSO

 

 

JOHN T. CAHILL

 

 

LORI DICKERSON FOUCHÉ

 

 

KEY RESPONSIBILITIES

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

  Oversees our compliance with applicable legal and regulatory requirements, including our ethics and compliance programs, codes of conduct, and actual or alleged violations of the codes of conduct

  Oversees our enterprise risk management program, including risk assessment and risk management guidelines, policies, and processes by which we manage risk, such as those related to major financial risk exposures, information technology, and cybersecurity

  Oversees our independent auditors’ qualifications, independence, and performance, the performance of our internal audit function, our audit procedures, and our audit plan

 

RECENT COMMITTEE FOCUS AREAS

In 2023, the Committee’s oversight focused on, among other things:

 

  key financial reporting and disclosure matters

  internal audits

  tax and litigation matters

  ethical and legal compliance

  enterprise risk management

  cybersecurity


 

QUALIFICATIONS

 

  All members meet the “financial sophistication” standards of the Nasdaq rules.

  The Board has determined that Mr. Pope, Mr. Alfonso, and Mr. Cahill each qualify as an “audit committee financial expert” within the meaning of SEC rules.

  No Audit Committee member received any payments from us in 2023 other than compensation for service as a director.

 

ETHICS AND COMPLIANCE HELPLINE

 

The Audit Committee has established procedures for the receipt, retention, and treatment, on a confidential basis, of any complaints we receive. We encourage employees and third-party individuals and organizations to report concerns about our accounting controls, auditing, ethics, or compliance matters, or anything else that appears to involve financial or other wrongdoing. To report online or find a local phone number to report by phone, including anonymously, visit www.KraftHeinzEthics.com.

 

100%

INDEPENDENT

9

MEETINGS IN 2023


 

   
2024 Proxy Statement     40
 
Company Overview Voting
Roadmap
Stockholder
Engagement
Our
Board
Governance     Director
Compensation
Beneficial
Ownership
Executive
Compensation
Audit
Matters
Stockholder
Proposals
Other
Information
Appendix A.
Non-GAAP

 

 Human Capital and Compensation Committee

 

TIMOTHY KENESEY

 

Chair

 

DIANE GHERSON

 

ELIO LEONI SCETI

 

JAMES PARK

 

 

JOHN C. POPE

 

 

KEY RESPONSIBILITIES

 

  Oversees our strategies and policies related to key human resources policies and practices, including diversity and inclusion, workplace environment and culture, pay equity, and talent development and retention

  Establishes, reviews, and administers our compensation and benefits policies, including incentive-compensation and equity-based plans

  Oversees our executive compensation programs and succession planning, and reviews our compensation policies and practices for employees as they relate to risk management

  Evaluates and approves our CEO’s goals and objectives, performance, and elements and amounts of compensation, and reviews and approves the compensation of our other executive officers and Section 16 reporting officers

  Approves equity and other long-term incentive awards granted under our plans

  Assesses the compensation of non-employee directors

  Reviews and considers stockholder viewpoints on compensation, including our say-on-pay voting results

 

RECENT COMMITTEE FOCUS AREAS

 

In 2023, the Committee’s oversight focused on, among other things:

 

  compensation program strategy and design, including:

  pay-for-performance components to reinforce a pay-for-performance culture

  enhancements in response to stockholder feedback

  updating peer groups

  CEO succession

  non-employee director compensation

  human capital plans to deliver talent required for our long-term plan, including:

  organization human capital plans

  recruitment, retention, and engagement strategies


 

DELEGATION

 

Under its charter, the Committee may delegate any of its responsibilities to the Chair, another Compensation Committee member, or a subcommittee of Compensation Committee members, unless prohibited by law, regulation, or Nasdaq rule. 

 

INTERLOCKS

 

The Board has determined that all of the directors who served on the Compensation Committee during our 2023 fiscal year were independent within the meaning of Nasdaq rules. During our 2023 fiscal year, no member of the Compensation Committee had a relationship that must be described under SEC rules relating to disclosure of related person transactions. During our 2023 fiscal year, none of our executive officers served on the board of directors or compensation committee of any entity that had one or more of its executive officers serving on the Board or the Compensation Committee.

 

100%

 

INDEPENDENT

6

 

MEETINGS IN 2023


 

 

 

   
2024 Proxy Statement     42
 
Company Overview Voting
Roadmap
Stockholder
Engagement
Our
Board
Governance     Director
Compensation
Beneficial
Ownership
Executive
Compensation
Audit
Matters
Stockholder
Proposals
Other
Information
Appendix A.
Non-GAAP

 

 Nominating and Corporate Governance Committee

 

 

JOHN T. CAHILL

 

Chair

 

LORI DICKERSON
FOUCHÉ

 

ALICIA KNAPP

 

SUSAN MULDER

 

JOHN C. POPE

 

 

KEY RESPONSIBILITIES

 

  Considers and makes recommendations to the Board regarding candidates for director, incumbent directors’ performance, director independence, and the structure and composition of the Board and its Committees, as well as director succession planning

  Oversees policies and procedures related to related person transactions, including reviewing transactions and making recommendations to the Board

  Develops and oversees an annual self-evaluation process for the Board and its Committees

  Advises the Board on corporate governance matters, including developing and reviewing the Corporate Governance Guidelines

  Oversees our stockholder engagement program and considers stockholder viewpoints on corporate governance

 

RECENT COMMITTEE FOCUS AREAS

 

In 2023, the Committee’s oversight focused on, among other things:

  director succession planning and recommendations to the Board regarding candidates for director

  Board composition and disclosure, including:

  refreshment of the Board skill areas and public disclosure of skill values

  adoption of a Board diversity policy

  Board, committee, and individual director performance, including engaging a third party consultant to conduct individual director interviews

  Investor outreach and feedback


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

100%

INDEPENDENT

 

5

MEETINGS IN 2023


 

 

   
2024 Proxy Statement     42
 
Company Overview Voting
Roadmap
Stockholder
Engagement
Our
Board
Governance     Director
Compensation
Beneficial
Ownership
Executive
Compensation
Audit
Matters
Stockholder
Proposals
Other
Information
Appendix A.
Non-GAAP

 

DIRECTOR ENGAGEMENT

 

Meeting Attendance

 

31

 

BOARD AND COMMITTEE
MEETINGS IN 2023

 

96%

 

AVERAGE ATTENDANCE OF
DIRECTORS AT BOARD AND
COMMITTEE MEETINGS IN 2023

BOARD AND COMMITTEE MEETING ATTENDANCE

We expect directors to attend all Board meetings and meetings of the Committees on which they serve. During 2023, each incumbent director attended 91% or more of all meetings of the Board and the Committees on which, and during the period that, they served.

 

EXECUTIVE SESSIONS

The Board believes that a key element of effective independent oversight is regular meetings of the independent directors in executive session without management present. In 2023, independent directors met in executive session at all Board meetings. These sessions are chaired by the Lead Director, who reports key actions to be taken to the Chair, CEO, and Corporate Secretary.

 

ANNUAL MEETING ATTENDANCE

Directors are encouraged, but are not required, to attend our Annual Meeting of Stockholders. Ten of our current directors attended our 2023 Annual Meeting of Stockholders.

 

Director Time Commitments Policy

 

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. The Board’s policy, which is included in our Corporate Governance Guidelines:  

 

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)
Requires that the Board determine whether simultaneous service on more than two other public company audit committees (in addition to Kraft Heinz) impairs a director’s ability to serve effectively on our Audit Committee
Establishes 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
Requires 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
Requires 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 2 other public company audit committees

 


 

As of March 4, 2024, all directors and director nominees are in compliance with the policy. The Governance Committee reviews our director time commitments policy as part of its annual review of our Corporate Governance Guidelines. We also review the policies of our institutional investors on an ongoing basis and discuss such policies during our investor engagement calls.

 

   
2024 Proxy Statement     43
 
Company Overview Voting
Roadmap
Stockholder
Engagement
Our
Board
Governance     Director
Compensation
Beneficial
Ownership
Executive
Compensation
Audit
Matters
Stockholder
Proposals
Other
Information
Appendix A.
Non-GAAP

 

Director Orientation and Education

 

We engage each new director in an orientation program to familiarize them with our business, strategy, and policies and provide an opportunity to directly engage with senior leaders throughout the business. Orientation is conducted as soon as reasonably practicable after the meeting at which the director is first elected. It includes presentations on our business and strategic plans, financial position and practices, significant issues and risks, governance and corporate responsibility practices, executive compensation, Company culture, and key environmental and sustainability efforts, as well as a site visit to one of our manufacturing and processing facilities.

 

Throughout the year, management and outside experts regularly provide presentations to the Board and Committees on Kraft Heinz’s strategic and business plans, financial performance, legal and regulatory matters, compliance programs, recent developments and current events that relate to our strategy and business, and other topics of interest to directors. 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. Periodically, the Board also visits Kraft Heinz’s facilities. 

 

   
2024 Proxy Statement     44
 
Company Overview Voting
Roadmap
Stockholder
Engagement
Our
Board
Governance     Director
Compensation
Beneficial
Ownership
Executive
Compensation
Audit
Matters
Stockholder
Proposals
Other
Information
Appendix A.
Non-GAAP

 

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. 

 

1 2 Process Review Evaluation TOPICS COVERED IN 2023 The process, including the method of evaluation, is reviewed by the Governance Committee, with recommendations from the Corporate Secretary's team, annually. Updates are made as appropriate and consistent with the current Board structure and responsibilities, Company strategy and processes, and best practices. Directors complete an individual evaluation for the Board and each Committee on which they serve. The evaluations are designed to address significant responsibilities and processes key to Board effectiveness and include open-ended questions and space for candid commentary. Periodically, the Board also engages a consultant to conduct one-on-one discussions to solicit additional feedback. Board efficiency and overall effectiveness Board and Committee structure and composition Satisfaction with the performance of the Board and Committee Chairs Board member access to members of senior management Quality of discussion Quality and clarity of materials presented to directors Satisfaction with the frequency and format of meetings and time allocations Board dynamics and culture Skills and qualifications of individual directors Individual director performance and engagement Oversight of key strategy and risks 5 4 3 FEEDBACK INCORPORATED REVIEW AND DISCUSSION SUMMARY OF EVALUATIONS The Chair of the Governance Committee shares results of the Committee's review and recommendations with the full Board for action. The results of the evaluations are shared with the full Board and each Committee for review and discussion. The Governance Committee reviews the results of the evaluations for all Committees and the full Board and considers recommendations for changes and areas of improvement. Evaluation responses and feedback are aggregated, with feedback anonymized and comments included verbatim. Reports summarizing feedback, including responses and highlights of key themes, are produced for the Board and each Committee. ACTIONS TAKEN The Board took the following recent actions in response to the self-evaluations: Appointed new directors with compensation and audit expertise Enhanced the Board evaluation process to include one-on-one discussions with an independent consultant Assessed and updated director skills

 

   
2024 Proxy Statement     45
 
Company Overview Voting
Roadmap
Stockholder
Engagement
Our
Board
Governance     Director
Compensation
Beneficial
Ownership
Executive
Compensation
Audit
Matters
Stockholder
Proposals
Other
Information
Appendix A.
Non-GAAP

 

BOARD’S OVERSIGHT ROLE

 

Strategy Oversight

 

The Board takes an active role in oversight of management’s creation and execution of our long-term strategy and our capital allocation plan for long-term value creation. The full Board oversees our short- and long-term strategic plans, the status of key strategic initiatives, and the principal strategic opportunities and risks that face our business through robust engagement with management, taking into consideration our key priorities, global trends impacting our business, regulatory developments, and emerging innovation. The Board periodically, and at least annually, devotes significant time to in-depth, long-term strategic reviews with our executive and senior business leaders. During these reviews, management provides the Board with its view of key commercial and strategic risks and opportunities faced by our business. The Board brings its collective, independent judgment to provide robust feedback on management’s identification of key strategic risks and opportunities and appropriate actions to mitigate risk. At subsequent meetings, the Board continues to review the Company’s progress against our long-term strategy and capital allocation plan. In addition, specific areas of strategic risk and opportunity are identified for Board or Committee discussion as specific risks arise or as requested by management or individual directors. The Board’s oversight of strategy is also prominent in our merger, acquisition, divestiture, and corporate development activities. Additionally, the Board annually considers and approves our budget and capital allocation plans, which are linked to our long-term strategic plans and priorities. In 2023, the Board received updates on our operating plan and considered our long-term strategic plan, assessed the realignment of our corporate structure, discussed our strategic ambitions, and evaluated near-term strategic focus areas at multiple meetings.

 

Risk Oversight

 

Enterprise Risk Management

 

Our Strategic Enterprise Risk Management (“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. These risks inform Board and Committee discussion topics throughout the year. 

 

The Audit Committee oversees the SERM process. 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 Chief Legal and Corporate Affairs Officer. Our Enterprise Risk Committee, which consists of cross-functional members of management, helps identify, evaluate, and implement risk management controls and methodologies to address identified risks and functionally reports directly to the Executive Leadership Team.

 

   
2024 Proxy Statement     46
 
Company Overview Voting
Roadmap
Stockholder
Engagement
Our
Board
Governance     Director
Compensation
Beneficial
Ownership
Executive
Compensation
Audit
Matters
Stockholder
Proposals
Other
Information
Appendix A.
Non-GAAP

 

Role of the Board and Committees

 

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. While management has primary responsibility for managing risk, the Board is responsible for risk oversight with specific areas delegated to appropriate Committees that report on their deliberations to the Board.

 

Has ultimate responsibility for risk oversight, including related to our ESG risks Has delegated primary responsibility for overseeing risk assessment and management to the Audit Committee and receives regular updates from the Audit Committee Reviews (full Board or via Committees) risks related to our business and operations throughout the year Directors regularly discuss the risk management process directly with members of management FULL BOARD AUDIT COMMITTEE COMPENSATION COMMITTEE GOVERNANCE COMMITTEE Reviews guidelines and policies governing the process by which management manages risk, including related to major financial risk exposures, information technology, and cybersecurity Reviews risk assessment and risk management guidelines, policies, and processes used in our SERM approach Reviews the SERM approach and the results of the annual SERM assessment Allocates responsibility for overseeing the review and assessment of key risk exposures and management's response to those exposures Oversees evaluation of our compensation structure's impact on risk taking and risk mitigation Oversees human resources strategy and key policies, including diversity and inclusion and workplace environment and culture, as well as succession planning Oversees our governance practices and Board composition, refreshment, and leadership structure Reviews related party transactions and our Corporate Governance Guidelines Each Committee reports key risk discussions to the Board following its meetings. MANAGEMENT Responsible for the day-to-day management and mitigation of risk Regularly provides reports to the Board, the Audit Committee, and any other appropriate Committee regarding key risks and the actions management has taken to monitor, control, and mitigate risks Discusses and provides updates on management's reports at Board and Committee meetings

 

   
2024 Proxy Statement     47
 
Company Overview Voting
Roadmap
Stockholder
Engagement
Our
Board
Governance     Director
Compensation
Beneficial
Ownership
Executive
Compensation
Audit
Matters
Stockholder
Proposals
Other
Information
Appendix A.
Non-GAAP

 

For more information about the 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 30, 2023 (the “2023 Annual Report”) and those set forth in our future filings with the SEC. The risks described in the 2023 Annual Report and subsequent filings with the SEC are not the only risks facing us. Additional risks and 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.

 

Compensation Oversight

 

The Compensation Committee, in reliance on analysis provided by an outside consultant engaged by the Company, annually evaluates the risk profile of our executive and broad-based employee compensation programs. In its evaluation for our 2023 fiscal year, the Compensation Committee reviewed our executive compensation structure to determine whether our compensation policies and practices encourage our executive officers or employees to take unnecessary or excessive risks and whether these policies and practices properly mitigate risk. Based on management’s assessment of our current programs, including analysis provided by an outside consultant, the Compensation Committee concluded that our 2023 executive compensation plans were designed in a manner to:

 

achieve a balance of short- and long-term performance aligned with key stakeholder interests
discourage executives from taking unnecessary or excessive risks that would threaten the reputation and sustainability of Kraft Heinz
encourage appropriate assumption of risk to the extent necessary for competitive advantage purposes

 

Cybersecurity Oversight

 

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. For more information regarding our cybersecurity risk management efforts, see Item 1C, Cybersecurity in our 2023 Annual Report.

 

Human Capital Oversight

 

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 CEO 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, DEI&B, culture, leadership development, and performance management. The Compensation Committee regularly reports to the Board on human capital management, culture, employee engagement, and performance matters. 

 

Our Global Inclusion Council drives strategic accountability for results and provides oversight of our DEI&B efforts and initiatives, including progress on our DEI&B aspirations. The Council is a critical driver in fostering real organizational change, establishing priorities, and managing integrated and cross-functional initiatives. Council members are:

 

   Carlos Abrams-Rivera, Chair, Chief Executive Officer and Director

   Miguel Patricio, Chair Emeritus, Chair of the Board

   Pamay Bassey, Chief Learning and Diversity Officer

   Willem Brandt, Zone President, Europe and Pacific Developed Markets

   Tim Kenesey, Director

   Alicia Knapp, Director

   Rashida La Lande, Executive Vice President and Chief Legal and Corporate Affairs Officer

   Pedro Navio, Executive Vice President and President, North America

   Elio Leoni Sceti, Director

   Melissa Werneck, Executive Vice President and Global Chief People Officer

 

   
2024 Proxy Statement     48
 
Company Overview Voting
Roadmap
Stockholder
Engagement
Our
Board
Governance     Director
Compensation
Beneficial
Ownership
Executive
Compensation
Audit
Matters
Stockholder
Proposals
Other
Information
Appendix A.
Non-GAAP

 

ESG Oversight

 

Our ESG governance starts with oversight of our ESG strategy, risks, goals, policies, practices, and disclosures by the Board, as set forth in our Corporate Governance Guidelines. We believe the full Board’s responsibility for consideration and oversight of critical ESG issues enhances our sustainability efforts, which are an integral component of our enterprise strategy. To fulfill its oversight responsibilities, the Board receives regular updates on priority ESG issues from our Chief Legal 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.

 

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 Oversees our ESG strategy, risks, goals, policies, practices, and disclosures and engages regularly with management regarding our ESG efforts, including reviewing significant policies, processes, and commitments at least annually. Oversees global ESG strategy, reports to the CEO, collaborates with the ESG Team to establish and lead plan implementation, and has an annual performance goal that tracks our ESG performance. CHIEF PROCUREMENT AND SUSTAINABILITY OFFICER 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. ESG TEAM CHIEF EXECUTIVE OFFICER Collaborates with members of the Executive Leadership Team on oversight and executional leadership on strategies and has an annual performance goal that tracks our ESG performance. ESG STEERING COMMITTEE Provides cross-functional, upper-level management input on ESG practices and policies and holds Quarterly Business Review meetings with members of the Executive Leadership Team. ESG STEERING COMMITTEE SUBCOMMITTEES Provide high-touch engagement, track emergent issues, and drive collaboration, transparency, and continuous improvement toward initiatives, and hold monthly work groups in: Product Health, Sustainable Agriculture, Responsible Sourcing, Sustainable Manufacturing, Sustainable Packaging, Animal Welfare, Corporate and Government Affairs, and Communications.

 

   
2024 Proxy Statement     49
 
Company Overview Voting
Roadmap
Stockholder
Engagement
Our
Board
Governance     Director
Compensation
Beneficial
Ownership
Executive
Compensation
Audit
Matters
Stockholder
Proposals
Other
Information
Appendix A.
Non-GAAP

 

OTHER GOVERNANCE POLICIES AND PRACTICES

 

Governance Documents

 

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
ESG

 

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 below. 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. 

 

Related Person Transactions Policy

 

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 our Corporate Governance Guidelines and under Nasdaq rules)
whether the transaction would violate any provision of our Codes of Conduct

 

   
2024 Proxy Statement     50
 
Company Overview Voting
Roadmap
Stockholder
Engagement
Our
Board
Governance     Director
Compensation
Beneficial
Ownership
Executive
Compensation
Audit
Matters
Stockholder
Proposals
Other
Information
Appendix A.
Non-GAAP

 

The Governance Committee approves or ratifies only those related person transactions that are fair and reasonable to Kraft Heinz and in our and our stockholders’ best interests, with any member of the Governance Committee who is a related person with respect to a transaction under review recusing 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. 

 

Corporate Governance Materials Available on Our Website

 

Our Corporate Governance Guidelines, Committee charters, and Codes of Conduct can be found on our website by visiting ir.kraftheinzcompany.com and clicking on the “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 our Corporate Governance Guidelines, Committee charters, or Codes of Conduct to any stockholder requesting a copy.

 

Registration Rights Agreement

 

Pursuant to a registration rights agreement (the “Registration Rights Agreement”) entered into in connection with the merger of Kraft Foods Group, Inc. with and into a wholly owned subsidiary of H.J. Heinz Holding Corporation in July 2015 (the “Kraft Heinz Merger”), we have granted Berkshire Hathaway registration rights with respect to the shares of Kraft Heinz common stock held by Berkshire Hathaway as of the date of the closing of the Kraft Heinz Merger. The registrable shares represent 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. Registration rights do not apply to shares of Kraft Heinz common stock subsequently acquired by Berkshire Hathaway or any other party to the Registration Rights Agreement. 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 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.

 

Communications with the Board

 

Information for stockholders and other parties interested in communicating with our Chair, Lead Director, full Board, or our independent directors, individually or as a group, is included in our Corporate Governance Guidelines, which are available on our website at ir.kraftheinzcompany.com under the “Corporate Governance” tab. Our Corporate Secretary forwards communications relating to matters within the Board’s purview to the independent directors; communications relating to matters within a Committee’s area of responsibility to the Chair of the appropriate Committee; and communications relating to ordinary business matters, such as suggestions, inquiries, and consumer complaints, to the appropriate Kraft Heinz executive or employee. Our Corporate Secretary does not forward solicitations, junk mail, or obviously frivolous or inappropriate communications.

 

   
2024 Proxy Statement     51
 

 

DIRECTOR COMPENSATION

 

DIRECTOR COMPENSATION PROGRAM

 

Our director compensation program includes a combination of cash compensation and an annual grant of deferred stock. The Compensation Committee reviews our director compensation program regularly and recommends changes, if any, to the Board for its approval. No changes were made to our director compensation program for 2023. For 2024, the independent compensation consultant provided director compensation benchmarking information on market compensation plans and practices for our peers. The Compensation Committee reviewed market alignment of our director compensation program, and the Board approved the program changes described below. These were the first material changes made to our director compensation program since the Kraft Heinz Merger.

 

2023 Director Compensation

 

For our 2023 fiscal year, our non-employee directors received:

 

2023 Annual Compensation   2023 Additional Cash Retainers

Deferred Stock Award Cash Retainer $125,000 $110,000

  Chair of the Board $140,000
  Lead Director $25,000
  Committee Chairs:  
  Audit $20,000
  Compensation $20,000
  Governance $10,000
 

Mr. Patricio, who is our Chair and former CEO, did not receive payment for his service as a director in 2023.

If a director serves as Chair of multiple Committees, the director will only receive one additional cash retainer.

Directors do not receive meeting fees.

 

Cash retainers are paid on a quarterly basis. In lieu of the cash retainer, pursuant to the Deferred Compensation Plan for Non-Management Directors, directors may elect to:

 

defer up to 100% in 25% increments into accounts that mirror certain funds in the Kraft Heinz 401(k) Plan, or
receive deferred shares annually payable in arrears.

 

Deferred stock awards are granted effective immediately following each annual meeting of stockholders. Shares of deferred stock are eligible to receive dividends that are accrued at the dividend payment date in the form of dividend equivalent units (“DEUs”). When dividends are paid on our common stock, we accrue the value of the dividend and issue a number of DEUs equal to the accrued dividend value. DEUs are subject to the same terms as the original grant of the underlying deferred stock. All deferred stock awards and DEUs accrued are distributed to a director as shares of common stock six months following the date they cease to serve on the Board. 

 

Mr. Patricio, who is our Chair and former CEO, did not receive payment for his service as a director or Chair through December 30, 2023, the last day of our 2023 fiscal year, during which time he was our CEO. Beginning December 31, 2023, Mr. Patricio serves as non-executive Chair of the Board and will only receive compensation for his service on the Board, as detailed below.

 

   
2024 Proxy Statement     52
 
Company Overview Voting
Roadmap
Stockholder
Engagement
Our
Board
Governance Director
Compensation
    Beneficial
Ownership
Executive
Compensation
Audit
Matters
Stockholder
Proposals
Other
Information
Appendix A.
Non-GAAP

 

2024 Changes to Director Compensation

 

Effective for our 2024 fiscal year, our non-employee directors will receive:

 

2024 Annual Compensation   2024 Additional Retainers

Stock Award Cash Retainer $185,000 $100,000

  Chair of the Board   $60,000   CASH*
      $120,000   STOCK
  Lead Director   $30,000   CASH
  Committee Chairs:        
  Audit   $25,000   CASH
  Compensation   $20,000   CASH
  Governance   $20,000   CASH
 

If a director serves as Chair of multiple Committees, the director will only receive one additional cash retainer.

Directors do not receive meeting fees.

*  The Chair may elect to receive this cash retainer as equity.

 

Cash retainers are paid on a quarterly basis. In lieu of the annual cash retainer, pursuant to the Amended and Restated Deferred Compensation Plan for Non-Management Directors, directors may elect to receive shares of deferred stock annually payable in arrears.

 

Deferred stock awards are granted effective immediately following each annual meeting of stockholders. Shares of deferred stock are eligible to receive dividends and are distributed as described above under —2023 Director Compensation.

 

DIRECTOR STOCK OWNERSHIP GUIDELINES

 

To strengthen alignment of directors’ interests with those of our stockholders, effective beginning in fiscal year 2024, our stock ownership guidelines require directors that receive compensation for service as directors to hold shares of our common stock in an amount equal to a specified multiple of their annual cash retainer, as follows. All of our current directors are in compliance with the ownership guidelines.

 

         
   
POSITION   STOCK OWNERSHIP REQUIREMENT   COMPLIANCE PERIOD
Non-employee directors    6x ANNUAL CASH RETAINER   5 years from joining the Board

 

RSUs, shares of deferred stock, DEUs accrued on RSUs and shares of deferred stock, stock equivalents in savings plans or deferred compensation plans, and shares held in a trust for the benefit of immediate family members count toward satisfying this ownership requirement. Unexercised stock options do not count toward satisfying this ownership requirement.

 

As our CEO, Mr. Abrams-Rivera is subject to stock ownership guidelines applicable for our officers. Our CEO requirement is six times annual base salary. Mr. Abrams-Rivera is in compliance with the ownership guidelines. For additional information, see Executive Compensation—Compensation Discussion and Analysis—Other Compensation Policies and Practices—Officer Stock Ownership Guidelines.

 

For more details on the stock ownership of our directors and officers, see Beneficial Ownership of Stock—Directors and Officers.

 

   
2024 Proxy Statement     53
 
Company Overview Voting
Roadmap
Stockholder
Engagement
Our
Board
Governance Director
Compensation
    Beneficial
Ownership
Executive
Compensation
Audit
Matters
Stockholder
Proposals
Other
Information
Appendix A.
Non-GAAP

 

2023 DIRECTOR COMPENSATION TABLE

 

The table below summarizes the compensation and stock awards paid or granted to our non-employee directors. Mr. Patricio, who was our CEO during our 2023 fiscal year, did not receive payment for his service as a director in 2023.

 

Name   Fees Earned or
Paid in Cash(1)
($)
  Stock Awards(2)
($)
  All Other
Compensation
($)
  Total
($)
Gregory E. Abel   110,023   125,011     235,034
Humberto P. Alfonso(3)     125,011     125,011
John T. Cahill   110,000   125,011     235,011
Lori Dickerson Fouché   110,000   125,011     235,011
Diane Gherson   110,000   125,011     235,011
Timothy Kenesey   123,133   125,011     248,144
Alicia Knapp   110,000   125,011     235,011
Elio Leoni Sceti   110,023   125,011     235,034
Susan Mulder   110,000   125,011     235,011
James Park   110,000   125,011     235,011
John C. Pope   155,000   125,011     280,011
(1) Includes the value of retainers earned or paid in cash for 2023, including the value of cash retainers for 2022 deferred to equity pursuant to the Kraft Heinz Deferred Compensation Plan for Non-Management Directors.
(2) The amounts shown in this column represent the full grant date fair value of the deferred stock awards granted in 2023, excluding any retainer fees deferred in exchange for shares, as computed in accordance with Financial Accounting Standards Board Accounting Standards Codification (“ASC”) Topic 718 based on the closing price of Kraft Heinz common stock on the grant date ($40.84 on May 4, 2023). The following table summarizes the stock options held by current and former directors as of December 31, 2023:

 

Name   Grant Date   Number of Securities
Underlying Unexercised
Options Exercisable
(#)
  Number of Securities
Underlying Unexercised
Options Unexercisable
(#)
  Option
Exercise
Price
($)
  Option
Expiration
Date
John T. Cahill   8/16/2019   500,000     25.41   8/16/2029
    2/26/2015   176,423(a)     52.70   2/26/2025
    2/27/2014   43,191(a)     45.59   2/27/2024

 

(a) Granted as an employee award during his prior employment with Kraft Foods Group, Inc., one of our predecessor companies.
(3) Mr. Alfonso was elected to the Board effective May 4, 2023.

 

   
2024 Proxy Statement     54
 

 

BENEFICIAL OWNERSHIP OF STOCK

 

DIRECTORS AND OFFICERS

 

The following table shows the number of shares of our common stock beneficially owned as of March 4, 2024 by each current director, director nominee, and NEO, as well as by all of our current directors and executive officers as a group. There were 1,215,638,048 shares of our common stock issued and outstanding as of March 4, 2024. Unless otherwise indicated, each of the named individuals has, to Kraft Heinz’s knowledge, sole voting and investment power with respect to the shares.

 

Name of Beneficial Owner   Shares Owned   Shares Acquirable
within 60 Days(1)
  Deferred
Stock(2)
  Total   Percentage of
Common Stock
Current Directors                    
Gregory E. Abel   7,886     63,480   71,366   *
Carlos Abrams-Rivera   358,240   87,576     445,816   *
Humberto P. Alfonso       3,166   3,166   *
John T. Cahill   152,178(3)   719,614   38,672   910,464   *
Lori Dickerson Fouché       11,356   11,356   *
Diane Gherson       3,166   3,166   *
Timothy Kenesey       25,742   25,742   *
Alicia Knapp       6,292   6,292   *
Elio Leoni Sceti   90,000(4)     22,799   112,799   *
Susan Mulder       14,675   14,675   *
Miguel Patricio   1,333,630(5)       1,333,630   *
James Park   596     5,959   6,292   *
John C. Pope   10,098     42,878   52,976   *
Named Executive Officers (NEOs)                    
Miguel Patricio   ------------------------------see above------------------------------
Andre Maciel   174,656   87,576     262,828   *
Carlos Abrams-Rivera   ------------------------------see above------------------------------
Rashida La Lande   18,466   55,830     74,296   *
Rafael Oliveira   334,142   85,588     419,730   *
Current directors and executive officers(6) as of March 4, 2024 as a group (22 persons)   3,033,449   1,198,898   238,518   4,470,865   *
* Less than 1%.
(1) Includes shares issuable upon settlement of RSUs, including related DEUs accrued, that will vest within 60 days of March 4, 2024 and pursuant to stock options exercisable within 60 days of March 4, 2024. 
(2) Includes related DEUs accrued. For a description of our deferred stock, see Director Compensation—Director Compensation Program.
(3) Includes 37,735 shares held indirectly in an irrevocable trust for the benefit of Mr. Cahill’s children, of which Mr. Cahill’s spouse serves as a trustee.
(4) Includes 90,000 shares owned directly by Elma Investments Ltd., which is wholly owned by Elma Trust. Mr. Leoni Sceti is a beneficiary of Elma Trust.
(5) Includes 992,049 shares held indirectly in a revocable trust, of which Mr. Patricio and his spouse are co-trustees and Mr. Patricio, his spouse, and his children are beneficiaries.
(6) Pursuant to Item 403 of Regulation S-K, includes Mr. Oliveira, who ceased to be an executive officer effective December 31, 2023, but who was an NEO for fiscal year/2023.

 

   
2024 Proxy Statement     55
 
Company Overview Voting
Roadmap
Stockholder
Engagement
Our
Board
Governance Director
Compensation
Beneficial
Ownership
    Executive
Compensation
Audit
Matters
Stockholder
Proposals
Other
Information
Appendix A.
Non-GAAP

 

PRINCIPAL STOCKHOLDERS

 

The following table displays information about persons we know were the beneficial owners of more than 5% of our issued and outstanding common stock as of March 4, 2024. 

 

Name and Address of Beneficial Owner   Amount and Nature of
Beneficial Ownership
  Percentage of
Common Stock(1)
Berkshire Hathaway(2)        
3555 Farnam Street        
Omaha, Nebraska 68131   325,442,152   26.8%
BlackRock(3)        
50 Hudson Yards        
New York, New York 10001   90,645,567   7.5%
The Vanguard Group(4)        
100 Vanguard Blvd.        
Malvern, Pennsylvania 19355   70,388,203   5.8%
(1) Calculated based on 1,215,638,048 shares of our issued and outstanding common stock as of March 4, 2024. 
(2) Based on the Schedule 13G/A filed on February 14, 2024 by Berkshire Hathaway, reporting beneficial ownership by Warren E. Buffett, Berkshire Hathaway, and Benjamin Moore & Co. Retirement Income Plan. Benjamin Moore & Co. is a subsidiary of Berkshire Hathaway, and Mr. Buffett may be deemed to control Berkshire Hathaway. Berkshire Hathaway and Mr. Buffett share dispositive power over 325,442,152 shares. Benjamin Moore & Co. Retirement Income Plan shares voting and dispositive power over 192,666 shares.
(3) Based on the Schedule 13G filed on January 26, 2024 by BlackRock, Inc. (“BlackRock”). BlackRock reports sole voting power with respect to 83,527,544 shares, shared voting power with respect to 0 shares, sole dispositive power with respect to 90,645,567 shares, and shared dispositive power with respect to 0 shares. 
(4) Based on the Schedule 13G/A filed on February 13, 2024 by The Vanguard Group, Inc. (the “Vanguard Group”). The Vanguard Group reports sole voting power with respect to 0 shares, shared voting power with respect to 1,048,315 shares, sole dispositive power with respect to 66,797,202 shares, and shared dispositive power with respect to 3,591,001 shares.

 

DELINQUENT SECTION 16(A) REPORTS

 

Section 16(a) of the Securities and Exchange Act of 1934 (the “Exchange Act”) requires our executive officers and directors, and persons who beneficially own more than 10% of our common stock (collectively, the “Reporting Persons”), to file reports of ownership and changes in ownership with the SEC. Based solely upon a review of Forms 3, 4, and 5 and amendments thereto filed electronically with the SEC by the Reporting Persons with respect to the fiscal year ended December 30, 2023, we believe that all filing requirements were complied with in a timely manner, with the exception of four transfers of common stock by Mr. Patricio to a revocable trust, of which Mr. Patricio and his spouse are co-trustees and Mr. Patricio, his spouse, and his children are beneficiaries, between 2019 and 2022, and the sale of shares of common stock by the revocable trust, which were incorrectly reported as sold directly by Mr. Patricio. These transactions were reported on Form 4 on August 18, 2023.

 

   
2024 Proxy Statement     56
 

 

EXECUTIVE COMPENSATION

 

2023 COMPENSATION HIGHLIGHTS

 

Our executive compensation programs are designed to attract, engage, and incentivize highly skilled and performance-oriented talent, including our NEOs, who are critical to our success. We believe that our compensation program effectively rewards superior financial and operational performance, reflects a continued focus on variable, at-risk compensation paid over the long-term, and aligns the interests of our employees with those of stockholders.

 

     

  MAJORITY OF NEO PAY PERFORMANCE-AND EQUITY-BASED. In 2023, approximately 75% of our NEOs’ compensation was performance-based and at-risk and approximately 66% was equity-based (including Matching RSUs granted through the Bonus Investment Plan).

  EQUITY AWARDS HEAVILY WEIGHTED TO PERFORMANCE. Effective in 2023, we enhanced the weighting of performance-based equity in our annual award mix to 70% PSUs and 30% RSUs, with vesting periods lengthened to 75% on the third anniversary and 25% on the fourth anniversary.

  PROGRAM GROUNDED IN BEST PRACTICES. Our compensation program features strong stock ownership guidelines for executives and directors, long-standing clawback terms, and no tax gross ups, enhanced benefit plans for executives, excessive risk taking, hedging, or pledging.

 

  ANNUAL CASH INCENTIVES REFLECT ACHIEVEMENT ON RIGOROUS PERFORMANCE TARGETS. In 2023, annual cash incentive payouts under our Performance Bonus Plan were based on achievement of ambitious financial performance goals, market share, or risk management excellence, and individual achievement of strategic, ESG, and employee engagement objectives. Payouts to our NEOs were 102% to 107% of targeted amounts.

  PSUs INCLUDE COMPANY-SPECIFIC MEASURES AND TSR, WITH CAP. For 2023, PSUs included performance metrics of three-year Organic Net Sales compound annual growth rate (CAGR) (30%), three-year cumulative Free Cash Flow (30%), and three-year average annual TSR (40%), aligned with our long-term growth targets, with TSR achievement capped at target in the event of a negative TSR result at the end of the performance period. 

  ENHANCED STOCK OWNERSHIP GUIDELINES IN 2024. Increased requirements for our CEO to 6x base salary.

 

   
2024 Proxy Statement     57
 
Company Overview Voting
Roadmap
Stockholder
Engagement
Our
Board
Governance Director
Compensation
Beneficial
Ownership
Executive
Compensation
    Audit
Matters
Stockholder
Proposals
Other
Information
Appendix A.
Non-GAAP

 

PROPOSAL 2. ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION

 

We are asking stockholders to vote to approve, on an advisory basis, the compensation of our NEOs as reported in this Proxy Statement. Your vote is not intended to address any specific item of compensation, but rather our overall approach to the compensation of our NEOs.

 

Before voting, we recommend that you read the information regarding our compensation program, policies, and decisions for our NEOs discussed in the Compensation Discussion and Analysis and Executive Compensation Tables that follow.

 

The Board and Compensation Committee believe that our pay-for-performance compensation philosophy has resulted in compensation for our NEOs that closely aligns to our financial results and the other performance factors described in the Compensation Discussion and Analysis. In 2023, stockholders showed strong support of our executive compensation programs, with approximately 97% of votes cast in favor of our say-on-pay proposal at our 2023 Annual Meeting. As such, the Compensation Committee did not make any changes to the executive compensation program for 2023 as a result of the say-on-pay vote.

 

In accordance with Section 14A of the Exchange Act and as a matter of good corporate governance, we are asking stockholders to approve the following advisory resolution at our 2024 Annual Meeting:

 

RESOLVED, that the stockholders of The Kraft Heinz Company approve, on an advisory basis, the compensation paid to Kraft Heinz’s named executive officers, as disclosed in the Company’s Proxy Statement for the 2024 Annual Meeting of Stockholders, pursuant to the Securities and Exchange Commission’s compensation disclosure rules, including the Compensation Discussion and Analysis, the Executive Compensation Tables, and related narrative disclosure.

 

This vote on NEO compensation is advisory and therefore will not be binding on Kraft Heinz, our Compensation Committee, or our Board. However, our Board and Compensation Committee value our stockholders’ opinions and will evaluate the results of this vote. 

 

We currently conduct this non-binding vote to approve executive compensation annually, and, unless the Board modifies its policy on the frequency of holding the non-binding vote to approve executive compensation, the next non-binding vote to approve executive compensation will take place at the 2025 Annual Meeting of Stockholders.

 

 

THE BOARD RECOMMENDS A VOTE FOR THE APPROVAL OF OUR NEO COMPENSATION AS DISCLOSED IN THIS PROXY STATEMENT.

 

   
2024 Proxy Statement     58
 
Company Overview Voting
Roadmap
Stockholder
Engagement
Our
Board
Governance Director
Compensation
Beneficial
Ownership
Executive
Compensation
    Audit
Matters
Stockholder
Proposals
Other
Information
Appendix A.
Non-GAAP

 

COMPENSATION DISCUSSION AND ANALYSIS

 

Compensation Discussion and Analysis Contents

 

60 Our NEOs
61 Compensation Structure and Goals
61 Compensation Governance Best Practices
62 Total Rewards Philosophy and Objectives
63 Year-Round Executive Compensation-Setting Process
66 2023 Executive Compensation Program
68 2023 NEO Compensation Snapshots
71 Base Salary
72 Annual Cash-Based Performance Bonus Plan (PBP)
75 Bonus Investment Plan
77 Annual Equity Awards
80 Benefits and Perquisites
80 2024 Compensation Changes
80 CEO Compensation Changes
81 Additional 2024 Program Changes
81 Other Compensation Policies and Practices
81 Officer Stock Ownership Guidelines
81 Change in Control Severance Plan
82 Clawback Policy
82 Impact of Tax and Accounting Policies
82 Human Capital and Compensation Committee Report