DEF 14A of Coca-Cola Consolidated, Inc.
Filed Mar 24, 20250001193125-25-061365
Election of Directors
Election of Directors The Board of Directors currently consists of 12 members and has no vacancies. On the recommendation of the Executive Committee, the Board has nominated the 12 persons listed below for election as directors at the Annual Meeting. If elected, each nominee will serve until his or her term expires at the 2026 Annual Meeting of Stockholders or until his or her successor is duly elected and qualified. All of the nominees are currently serving as directors and were elected to the Board at the 2024 Annual Meeting of Stockholders. Each nominee has agreed to be named in this Proxy Statement and to serve if elected. Although the Company knows of no reason why any of the nominees would not be able to serve, if any nominee is unavailable for election, the proxy holders intend to vote your shares for any substitute nominee proposed by the Board. The Board of Directors unanimously recommends that you vote “FOR” the election of each of the 12 nominees listed below. Unless otherwise specified, proxies will be voted “FOR” the election of each of the 12 nominees listed below.
Director Nominees
Director Nominees Listed below are the 12 persons nominated for election to the Board of Directors. The following paragraphs include information about each director nominee’s business background, as furnished to the Company by the nominee, and additional experience, qualifications, attributes or skills that led the Board of Directors to conclude that the nominee should serve on the Board.
Director Nominees
| Name | Age | Principal Occupation | Director Since | | J. Frank Harrison, III | 70 | Chairman of the Board and Chief Executive Officer of Coca-Cola Consolidated | 1986 | | Elaine Bowers Coventry | 56 | President, Europe East Operations, The Coca-Cola Company | 2023 | | Sharon A. Decker | 68 | President, Tryon Equestrian Partners, Carolina Operations | 2001 | | Morgan H. Everett | 43 | Vice Chair of the Board of Coca-Cola Consolidated | 2011 | | James R. Helvey, III | 66 | Managing Partner, Cassia Capital Partners, LLC | 2016 | | Jason D. (J.D.) Hickey | 53 | President and Chief Executive Officer, BlueCross BlueShield of Tennessee, Inc. | 2024 | | William H. Jones | 69 | President, Columbia International University | 2011 | | Umesh M. Kasbekar | 67 | Non-Executive Vice Chairman of the Board of Coca-Cola Consolidated | 2016 | | David M. Katz | 56 | President and Chief Operating Officer of Coca-Cola Consolidated | 2018 | | James H. Morgan | 77 | Chairman, Covenant Capital LLC | 2008 | | Dennis A. Wicker | 72 | Partner, Nelson Mullins Riley & Scarborough LLP (Retired) | 2001 | | Richard T. Williams | 71 | Vice President of Corporate Community Affairs, Duke Energy Corporation (Retired) | 2017 |
Director Compensation
Director Compensation The table below sets forth the compensation paid to each non-employee director who served on the Board of Directors in fiscal 2024. Directors who are also employees of Coca-Cola Consolidated (in fiscal 2024, Messrs. J. Frank Harrison, III and David M. Katz and Ms. Morgan H. Everett) do not receive compensation (other than their compensation as employees of the Company) for their service on the Board.
2024 Director Compensation Table
2024 Director Compensation Table
2024 Director Compensation Table
| Name | Fees Earned or Paid in Cash ($)(1) | All Other Compensation ($) | Total ($) | | Elaine Bowers Coventry | 190,000 | — | 190,000 | | Sharon A. Decker | 196,400 | — | 196,400 | | James R. Helvey, III | 196,400 | — | 196,400 | | Jason D. (J.D.) Hickey(2) | 120,055 | — | 120,055 | | William H. Jones | 196,400 | — | 196,400 | | Umesh M. Kasbekar(3) | 190,000 | 355,000 | 545,000 | | James H. Morgan | 221,200 | — | 221,200 | | Dennis A. Wicker | 236,200 | — | 236,200 | | Richard T. Williams | 193,200 | — | 193,200 |
2024 Director Compensation Table
| (1) The amounts shown in this column represent the aggregate amounts of all fees earned or paid in cash for services as a director in fiscal 2024. |
2024 Director Compensation Table
| (2) Mr. Hickey was elected to the Board of Directors on May 14, 2024. |
2024 Director Compensation Table
| (3) Mr. Kasbekar also serves as a consultant to the Company. The amount shown in the “All Other Compensation” column represents the fees Mr. Kasbekar earned for the advisory and consulting services he provided to the Company in fiscal 2024. |
2024 Director Compensation Table
The elements of compensation for the Company’s non-employee directors are as follows:
2024 Director Compensation Table
| Base Annual Retainer for Non-Employee Directors | $190,000 | | Supplemental Annual Retainer for Chairman of the Audit Committee | 20,000 | | Supplemental Annual Retainer for Chairman of the Compensation Committee | 15,000 | | Supplemental Annual Retainer for Lead Independent Director | 20,000 | | Fee for Each Audit, Compensation and Executive Committee Meeting Attended | 1,600 |
2024 Director Compensation Table
The Compensation Committee reviews and approves the compensation of the members of the Board. In approving annual director compensation, the Compensation Committee considers recommendations of management and approves the recommendations with such modifications as the committee deems appropriate. Under the Company’s Director Deferral Plan, non-employee directors may defer payment of all or a portion of their annual retainer and meeting fees. Deferred fees are deemed to be invested in mutual funds selected by the directors from a predetermined list of funds. For fees deferred after 2013, a director may elect to receive a lump sum payment or installment payments as of a designated date or after the director retires or resigns, provided that if the director attains age 79, the lump sum payment or installment payments will be paid when the director attains age 79. The amount of each installment payment is based on the return on the selected investment fund(s) during the installment payment period. Fees deferred prior to 2014 are paid in a lump sum payment if the director’s service on the Board terminates prior to age 65. If the director retires at or after age 65, the director may elect to receive a lump sum payment or installment payments of fees deferred prior to 2014, with the amount of each installment payment based on an assumed return of 8% during the installment payment period.
Executive Summary
| • | designed to motivate the executive officers to achieve the Company’s annual and long-term strategic and financial goals and to reward performance based on the attainment of those goals; |
Executive Summary
| • | reasonably balanced across types and purposes of compensation, particularly with respect to fixed compensation objectives, short-term and long-term performance-based objectives and retention and retirement objectives; |
Executive Summary
| • | sensitive to, but not exclusively reliant upon, market benchmarks; and |
Role of Compensation Consultants and Market Analysis
Role of Compensation Consultants and Market Analysis Management retained Korn Ferry to assist with an overall review of the executive compensation program and to provide general advice and counsel regarding various executive and director compensation matters. During the first quarter of fiscal 2024, Korn Ferry completed a comparative study of the Company’s executive compensation program relative to peer companies and survey data, which was considered by the Committee in connection with its decisions regarding compensation for fiscal 2024 (the “2024 Executive Compensation Review”). In fiscal 2024, a Korn Ferry representative attended the Committee’s meetings and also met in executive session with the Committee. The 13 peer group companies used for the 2024 Executive Compensation Review were all publicly traded companies similar in size to the Company and in the food and beverage industry. The peer group consisted of the following companies:
Role of Compensation Consultants and Market Analysis
| Company Name | 2023 Net Reported Revenues ($ in billions) | | Brown-Forman Corporation | $4.228 | | Campbell Soup Company | 9.357 | | Constellation Brands, Inc. | 9.453 | | Flowers Foods, Inc. | 5.091 | | Keurig Dr Pepper Inc. | 14.814 | | Lancaster Colony Corporation | 1.823 | | McCormick & Company, Incorporated | 6.662 | | Molson Coors Beverage Company | 11.702 | | Monster Beverage Corporation | 7.140 | | Post Holdings, Inc. | 6.991 | | Primo Water Corporation | 1.772 | | The Hain Celestial Group, Inc. | 1.797 | | TreeHouse Foods, Inc. | 3.432 | | Coca-Cola Consolidated, Inc. | 6.654 | | Median | 6.662 | | Average | 6.482 |
Role of Compensation Consultants and Market Analysis
Management and the Committee used the Korn Ferry study and other publicly available compensation surveys and data as a point of reference to assess whether the compensation for each of the executive officers was within a reasonably competitive range between the 50th and 75th percentiles of companies of similar size and whether any variation above or below the range was appropriate.
Annual Bonus Plan
Annual Bonus Plan All of the named executive officers participate in the Company’s Annual Bonus Plan. The Company’s Annual Bonus Plan provides each executive officer the opportunity to receive an annual cash award based on the achievement of corporate performance goals and individual performance. The formula for computing annual bonus payouts is as follows:
Annual Bonus Plan
| Base Salaryx | Target Bonus Percentage (% of Base Salary)x | Overall Goal Achievement Factor (%)x | Individual Performance Factor | = | Bonus Award Earned |
Target Bonus Percentage
Target Bonus Percentage In the first quarter of each fiscal year, the Committee approves a target bonus percentage for each executive officer, expressed as a percentage of base salary. Target bonus percentages are determined based on the position and level of responsibility of each executive officer, historical grant practices of the Company and market benchmark data provided by Korn Ferry. The target bonus percentages for the named executive officers for fiscal 2024 were as follows:
Target Bonus Percentage
| Name | 2024 Target Bonus Percentage (% of Base Salary) | | Mr. Harrison | 100% | | Mr. Anthony | 75% | | Mr. Katz | 100% | | Mr. Chambless | 75% | | Mr. Fisher | 75% |
Target Bonus Percentage
The target bonus percentages for the named executive officers remained unchanged from fiscal 2023 as a percentage of base salary.
Overall Goal Achievement Factor
| | | Performance Goals | | | | Performance Measure | Weight | Threshold | Target | Maximum | | EBIT | 40% | $797.0 million | $877.0 million | $917.0 million | | Free Cash Flow | 40% | $360.0 million | $400.0 million | $440.0 million | | Revenue | 20% | $6.339 billion | $6.519 billion | $6.579 billion |
Overall Goal Achievement Factor
| • | “Free Cash Flow”(1) means the change in long-term debt and obligations under financing leases (both current and noncurrent), net of cash and cash equivalents; and |
Overall Goal Achievement Factor
| (1) “EBIT,” “Free Cash Flow” and “Revenue” are non-GAAP financial performance measures used solely for evaluating the Company’s performance in connection with the determination of the amount of incentive compensation earned under the Annual Bonus Plan for fiscal 2024 (the “2024 Annual Bonus Plan”). Non-GAAP financial measures are not an alternative for the Company’s reported results prepared in accordance with GAAP. See Appendix A for a reconciliation to GAAP financial measures. |
Overall Goal Achievement Factor
The Committee also approved the threshold, target and maximum performance goals for each performance measure under the 2024 Annual Bonus Plan. If the threshold goal is not achieved for a given measure, there will be no payout on that measure. Increasingly larger payouts will be awarded for levels of achievement between the threshold and maximum performance goals. The following table summarizes the payout range for each performance goal:
Overall Goal Achievement Factor
| Performance Goal Achievement | Payout Percentage | | Less than threshold | 0% | | Threshold to target | 50% - 99% | | Target to maximum | 100% - 149% | | Maximum and greater | 150% |
Overall Goal Achievement Factor
| Performance Measure | Weight | Target Performance Goal | Adjusted Goal Achievement(1) | Payout Percentage | Weighted Payout Percentage | | EBIT | 40% | $877.0 million | $921.6 million | 150.0% | 60.0% | | Free Cash Flow | 40% | $400.0 million | $440.1 million | 150.0% | 60.0% | | Revenue | 20% | $6.519 billion | $6.510 billion | 97.6% | 19.5% | | Overall Goal Achievement Factor | | | | | 139.5% |
Overall Goal Achievement Factor
| (1) “EBIT,” “Free Cash Flow” and “Revenue” are non-GAAP financial performance measures. See Appendix A for a reconciliation to GAAP financial measures. |
Annual Bonus Calculation
Annual Bonus Calculation Based on the Committee’s determinations as described above, the bonus amounts paid to the named executive officers for fiscal 2024 were calculated as follows:
Annual Bonus Calculation
| Name | Base Salaryx | Target Bonus Percentage (% of Base Salary)x | Overall Goal Achievement Factorx | Individual Performance Factor | = | Bonus Award Earned | | Mr. Harrison | $1,374,645x | 100%x | 139.5%x | 1.43 | = | $2,742,211 | | Mr. Anthony | $620,279x | 75%x | 139.5%x | 1.43 | = | $928,023 | | Mr. Katz | $1,038,848x | 100%x | 139.5%x | 1.43 | = | $2,072,345 | | Mr. Chambless | $742,608x | 75%x | 139.5%x | 1.43 | = | $1,111,043 | | Mr. Fisher | $671,774x | 75%x | 139.5%x | 1.43 | = | $1,005,067 |
Long-Term Performance Plan
Long-Term Performance Plan The Long-Term Performance Plan delivers a targeted percentage of base salary to each participant based on the achievement of long-term strategic and financial goals of the Company. The Long-Term Performance Plan is offered to the executive officers and other key employees. A three-year performance cycle is generally established each fiscal year for determining compensation under the Long-Term Performance Plan. The Committee approved the Long-Term Performance Plan to promote retention of executive officers and other key employees, to increase the proportion of their total performance-based compensation and to provide an incentive to achieve the Company’s long-term strategic and financial goals. The general formula for computing awards under the Long-Term Performance Plan is as follows:
Long-Term Performance Plan
| Target Awardx | Long-Term Performance Factor (%) | = | Award Earned |
2024 Long-Term Performance Plan
2024 Long-Term Performance Plan In the first quarter of fiscal 2024, the Committee established the Long-Term Performance Plan for the fiscal 2024—fiscal 2026 three-year performance period (the “2024 Long-Term Performance Plan”). The Committee approved target awards under the 2024 Long-Term Performance Plan based on its consideration of the base salary, position and level of responsibility of each executive officer, succession planning considerations, historical grant practices of the Company and market benchmark data provided by Korn Ferry. Payouts with respect to the target awards will be made in early fiscal 2027 depending on the Company’s achievement of specified corporate performance goals during the three-year performance period. The following table reflects the target awards granted to the following participating named executive officers under the 2024 Long-Term Performance Plan:
2024 Long-Term Performance Plan
| | 2024 Long-Term Performance Plan Target Awards | | | Name | % of Base Salary | $ Amount | | Mr. Anthony | 75% | $465,210 | | Mr. Katz | 150% | $1,558,272 | | Mr. Chambless | 75% | $556,956 | | Mr. Fisher | 75% | $503,831 |
2024 Long-Term Performance Plan
The target award percentages for the above named executive officers remained unchanged from fiscal 2023 as a percentage of base salary. The long-term performance factor is calculated based on the Company’s achievement of corporate performance goals during the three-year performance period. The following table summarizes the corporate performance measures and weights approved by the Committee for the 2024 Long-Term Performance Plan:
2024 Long-Term Performance Plan
| Performance Measure | Weight | | Free Cash Flow | 30% | | EBIT | 50% | | EBIT Margin | 20% |
2024 Long-Term Performance Plan
The 2024 Long-Term Performance Plan includes three-year aggregate Free Cash Flow, three-year aggregate EBIT and three-year average EBIT Margin (each, as defined below) weighted 30%, 50% and 20%, respectively, as performance measures. The Committee included Free Cash Flow as a performance measure to encourage senior management to focus on the Company’s operating efficiency, cash generation and working capital management. The Committee believes the EBIT and EBIT Margin performance measures focus senior management on enhancing the efficiency and quality of earnings along with the profitability from operations. The Committee believes the achievement of goals with respect to all of these measures is consistent with the long-term interests of the Company’s stockholders. The three-year performance measures are determined based on the three calendar years in the performance period and are defined as follows:
2024 Long-Term Performance Plan
| • | “Free Cash Flow”(1) has the meaning as defined in the above description of the Annual Bonus Plan beginning on page 35; |
2024 Long-Term Performance Plan
| • | “EBIT”(1) has the meaning as defined in the above description of the Annual Bonus Plan beginning on page 35; and |
2024 Long-Term Performance Plan
| • | “EBIT Margin”(1) means the percentage determined by dividing EBIT by Revenue (each measure as defined in the above description of the Annual Bonus Plan beginning on page 35). |
2024 Long-Term Performance Plan
| (1) “Free Cash Flow,” “EBIT” and “EBIT Margin” are non-GAAP financial performance measures used solely for evaluating the Company’s performance in connection with the determination of the amount of incentive compensation earned under the 2024 Long-Term Performance Plan. Non-GAAP financial measures are not an alternative for the Company’s reported results prepared in accordance with GAAP. See Appendix A for a reconciliation to GAAP financial measures. |
2024 Long-Term Performance Plan
The Committee approved the threshold, target and maximum performance goals for each performance measure under the 2024 Long-Term Performance Plan. The target performance goals are set at a level believed by management to be reasonably achievable. The economic and business environment facing the Company remains challenging and therefore the Company’s ability to achieve the target goals under the 2024 Long-Term Performance Plan is uncertain. If the threshold goal is not achieved for a given measure, there will be no payout on that measure. Increasingly larger payouts will be awarded for levels of achievement between the threshold and maximum performance goals. The following table summarizes the payout range for each performance goal:
2024 Long-Term Performance Plan
| Performance Goal Achievement | Payout Percentage | | Less than threshold | 0% | | Threshold to target | 50% - 99% | | Target to maximum | 100% - 149% | | Maximum and greater | 150% |
2024 Long-Term Performance Plan
In accordance with the terms of the Long-Term Performance Plan, in determining the long-term performance factor, the Committee may make adjustments to the actual levels of achievement under each corporate performance measure to ensure that each corporate performance measure reflects the Company’s normalized operating performance in the ordinary course of business. In general, these potential adjustments relate to unplanned or unanticipated events and nonrecurring items. Examples of such adjustments would be mark-to-market adjustments required on the Company’s hedges for certain commodities such as fuel and aluminum, costs related to supply chain optimization efforts and facility purchases and impacts from changes in capital structure from share repurchases, dividend levels and debt issuances. Awards, if any, under the 2024 Long-Term Performance Plan will be paid in early fiscal 2027 based on the Company’s audited consolidated financial results for fiscal 2024 through fiscal 2026 and any adjustments made by the Committee. Consistent with the Company’s historical practice of compensating executive officers (other than the CEO) in cash, the awards will be paid in cash instead of equity due to the limited number of shares of Coca-Cola Consolidated stock held by stockholders who are not affiliates of the Company and the limited trading volume of Common Stock.
2022 Long-Term Performance Plan
2022 Long-Term Performance Plan In the first quarter of fiscal 2022, the Committee established the Long-Term Performance Plan for the fiscal 2022—fiscal 2024 three-year performance period (the “2022 Long-Term Performance Plan”). Awards under the 2022 Long-Term Performance Plan were paid in early fiscal 2025 based on the Company’s audited consolidated financial results for fiscal 2022 through fiscal 2024 and the adjustments made by the Committee described below. The awards were calculated as follows:
2022 Long-Term Performance Plan
| Name | 2022 Long-Term Performance Plan Target Awardsx | Long-Term Performance Factor | = | Award Earned | | Mr. Anthony | $426,094x | 150.0% | = | $639,141 | | Mr. Katz | $1,336,425x | 150.0% | = | $2,004,638 | | Mr. Chambless | $519,936x | 150.0% | = | $779,904 | | Mr. Fisher | $465,863x | 150.0% | = | $698,795 |
2022 Long-Term Performance Plan
The following table reflects the calculation of the long-term performance factor under the 2022 Long-Term Performance Plan:
2022 Long-Term Performance Plan
| Performance Measure(1) | Weight | Target Performance Goal | Adjusted Goal Achievement(2) | Payout Percentage | Weighted Payout Percentage | | EBIT | 50% | $1,467.4 million | $2,403.0 million | 150.0% | 75.0% | | Free Cash Flow | 30% | $575.0 million | $1,220.2 million | 150.0% | 45.0% | | EBIT Margin | 20% | 7.74% | 12.11% | 150.0% | 30.0% | | Long-Term Performance Factor | | | | | 150.0% |
2022 Long-Term Performance Plan
| (1) “EBIT,” “Free Cash Flow” and “EBIT Margin” are defined as described in the “2022 Long-Term Performance Plan” section beginning on page 38 of our definitive proxy statement filed with the SEC in connection with our 2023 Annual Meeting of Stockholders. The EBIT performance measure is a cumulative total over the three-year performance period, the Free Cash Flow performance measure is the total change over the three-year performance period and the EBIT Margin performance measure is based on a three-year average. |
2022 Long-Term Performance Plan
| (2) “EBIT,” “Free Cash Flow” and “EBIT Margin” are non-GAAP financial performance measures used solely for evaluating the Company’s performance in connection with the determination of the amount of incentive compensation earned under the 2022 Long-Term Performance Plan. Non-GAAP financial measures are not an alternative for the Company’s reported results prepared in accordance with GAAP. See Appendix A for a reconciliation to GAAP financial measures. |
2022 Long-Term Performance Plan
In accordance with the terms of the Long-Term Performance Plan, in determining the long-term performance factor, the Committee made adjustments to the actual levels of achievement under each corporate performance measure to ensure that each corporate performance measure over the three-year performance period reflected the Company’s normalized operating performance in the ordinary course of business. See Appendix A for detail on the adjustments made.
Long-Term Performance Equity Plan
Long-Term Performance Equity Plan Mr. Harrison, our Chief Executive Officer, participates in the Long-Term Performance Equity Plan. The Long-Term Performance Equity Plan permits the Committee to design and award incentive compensation to Mr. Harrison based on the Company’s achievement of performance goals that are reflective of the Company’s long-term strategic and financial goals. Awards granted to Mr. Harrison under the Long-Term Performance Equity Plan are earned based on the Company’s attainment of performance measures specified by the Committee during a performance period. Mr. Harrison may elect to have awards earned under the Long-Term Performance Equity Plan settled in cash, shares of Class B Common Stock or a combination of cash and shares of Class B Common Stock. In February 2024, the Committee approved an incentive award to Mr. Harrison under the Long-Term Performance Equity Plan with a target value of $7,150,000 for the fiscal 2024—fiscal 2026 three-year performance period (the “2024 Long-Term Performance Equity Plan”). The performance measures and threshold, target and maximum levels of performance and weightings for the award under the 2024 Long-Term Performance Equity Plan are identical to the performance measures and threshold, target and maximum levels of performance and weightings for the awards under the 2024 Long-Term Performance Plan described above. The amount of the incentive award earned will be determined by the Committee and paid to Mr. Harrison in early fiscal 2027 based on the Company’s audited consolidated financial results for fiscal 2024 through fiscal 2026 and any adjustments made by the Committee. In the first quarter of fiscal 2022, the Committee approved an incentive award to Mr. Harrison under the Long-Term Performance Equity Plan for the fiscal 2022—fiscal 2024 three-year performance period (the “2022 Long-Term Performance Equity Plan”). The performance measures and threshold, target and maximum levels of performance and weightings for the award under the 2022 Long-Term Performance Equity Plan were identical to the performance measures and threshold, target and maximum levels of performance and weightings for the awards under the 2022 Long-Term Performance Plan described above. The amount of the incentive award earned by Mr. Harrison under the 2022 Long-Term Performance Equity Plan was calculated as shown in the table below. Mr. Harrison elected to receive the incentive award in cash.
Long-Term Performance Equity Plan
| Name | 2022 Long-Term Performance Equity Plan Awardx | Long-Term Performance Factor | = | Bonus Award Earned | | Mr. Harrison | $6,850,000x | 150.0% | = | $10,275,000 |
Officer Retention and Long-Term Retention Plans
Officer Retention and Long-Term Retention Plans Historically, the Committee has emphasized retention as a key objective of the Company’s executive compensation program. The Company maintains two supplemental retirement plans—the Officer Retention Plan (the “ORP”) and the Long-Term Retention Plan (the “LTRP”)—for the purpose of attracting and retaining executive talent until retirement and promoting a long-term perspective. These plans are also provided in light of the Company’s historical practice of not using equity as a significant component of executive total compensation (except for the CEO). The material terms of the ORP and the LTRP are described beginning on pages 48 and 50, respectively. Mr. Harrison ceased accruing supplemental retirement benefits under the ORP when he attained age 60. For participants who continue employment past age 60, the ORP does not provide for any interest or actuarial increase of the participant’s fully accrued retirement benefit during the period they continue employment past age 60.
Supplemental Savings Incentive Plan
Supplemental Savings Incentive Plan The Supplemental Savings Incentive Plan (the “SSIP”) allows the executive officers to defer a portion of their annual salary and awards under the Annual Bonus Plan, the Long-Term Performance Plan and the Long-Term Performance Equity Plan. The Company currently matches up to 50% of the first 6% of base salary deferred into the SSIP. The Company may also make additional discretionary contributions to participants’ SSIP accounts. In connection with his recruitment by the Company and in lieu of any awards under the ORP or the LTRP, the Committee approved annual discretionary contributions to the SSIP account of Mr. Anthony of $100,000 for each of fiscal 2019 through fiscal 2023. In fiscal 2020, the Committee approved additional annual discretionary contributions to the SSIP account of Mr. Anthony of $50,000 for each of fiscal 2020 through fiscal 2023. In fiscal 2023, the Committee approved an annual discretionary contribution to the SSIP account of Mr. Anthony of $250,000 for fiscal 2024. The annual discretionary contributions were subject to his continued employment with the Company. Prior to 2006, participants could elect to receive a fixed annual return of up to 13% on their account balances. This election provided participants with an above-market rate of return and resulted in a long-term fixed liability for the Company that was not contingent on its corporate performance. For these reasons, the Committee eliminated the option to receive a fixed rate of return for all deferrals and Company contributions made on or after January 1, 2006. The fixed rate of return option was not eliminated for deferrals and Company contributions made before January 1, 2006. The material terms of the SSIP are described beginning on page 49.
Severance and Change in Control
Severance and Change in Control The Company’s executive officers, including the named executive officers, do not have employment agreements, but they are entitled to certain payments under the various plans described in this section in connection with a termination of employment or a change in control of the Company. With respect to termination of employment, each executive officer is entitled to certain payments upon termination without cause, voluntary resignation or termination due to death or disability. The terms of the severance provisions are described beginning on page 52. Change in control benefits are provided to ensure that, in the event of a friendly or hostile change in control, the Company’s executive officers will be able to advise the Board about the potential transaction without being unduly influenced by personal considerations, such as fear of losing their jobs as a result of a change in control. The Committee does not consider the change in control provisions in determining the forms or amounts of other compensation. The terms of the change in control provisions are described beginning on page 52.
I. 2024 Summary Compensation Table
| Name and Principal Position (a) | Year (b) | Salary ($) (c) | Bonus ($) (d) | Non-Equity Incentive Plan Compensation ($) (e) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) (f) | All Other Compensation ($) (g) | Total ($) (h) | | J. Frank Harrison, III | 2024 | 1,365,406 | 4,250,000 | 13,017,211 | 45,756 | 355,019 | 19,033,392 | | Chairman of the Board and Chief Executive Officer | 2023 | 1,319,941 | 4,250,000 | 12,729,829 | 1,089,198 | 392,033 | 19,781,001 | | | 2022 | 1,263,042 | — | 12,814,543 | 57,692 | 553,849 | 14,689,126 | | F. Scott Anthony | 2024 | 616,110 | 350,000 | 1,567,164 | — | 317,571 | 2,850,845 | | Executive Vice President and Chief Financial Officer | 2023 | 594,347 | 350,000 | 1,527,437 | — | 214,815 | 2,686,599 | | | 2022 | 564,544 | — | 1,532,145 | — | 209,466 | 2,306,155 | | David M. Katz | 2024 | 1,025,278 | 1,000,000 | 4,076,983 | 140,297 | 764,504 | 7,007,062 | | President and Chief Operating Officer | 2023 | 959,485 | 1,000,000 | 3,914,134 | 235,061 | 639,551 | 6,748,231 | | | 2022 | 885,333 | — | 3,092,816 | — | 635,330 | 4,613,479 | | Robert G. Chambless | 2024 | 737,616 | 350,000 | 1,890,947 | 262,589 | 225,234 | 3,466,386 | | Executive Vice President, Franchise Beverage Operations | 2023 | 714,579 | 350,000 | 1,842,956 | 512,491 | 204,985 | 3,638,719 | | | 2022 | 688,878 | — | 1,869,581 | 22,013 | 212,231 | 2,792,703 | | E. Beauregarde Fisher III | 2024 | 667,259 | 350,000 | 1,703,862 | — | 370,250 | 3,091,371 | | Executive Vice President, General Counsel and Secretary | 2023 | 645,041 | 350,000 | 1,660,643 | — | 321,438 | 2,977,122 | | | 2022 | 617,235 | — | 1,675,147 | — | 316,306 | 2,608,688 |
Bonus (Column (d))
Bonus (Column (d)) The amounts shown in the “Bonus” column include the achievement recognition award paid to the named executive officers as a discretionary bonus.
Non-Equity Incentive Plan Compensation (Column (e))
Non-Equity Incentive Plan Compensation (Column (e)) The amounts shown in the “Non-Equity Incentive Plan Compensation” column represent (i) for Mr. Harrison, the performance-based cash awards earned under the 2024 Annual Bonus Plan and the 2022 Long-Term Performance Equity Plan and (ii) for the other named executive officers, the performance-based cash awards earned under the 2024 Annual Bonus Plan and the 2022 Long-Term Performance Plan, as follows:
Non-Equity Incentive Plan Compensation (Column (e))
| Name | 2024 Annual Bonus Plan ($) | 2022 Long-Term Performance Equity Plan ($) | 2022 Long-Term Performance Plan ($) | Total ($) | | Mr. Harrison | 2,742,211 | 10,275,000 | — | 13,017,211 | | Mr. Anthony | 928,023 | — | 639,141 | 1,567,164 | | Mr. Katz | 2,072,345 | — | 2,004,638 | 4,076,983 | | Mr. Chambless | 1,111,043 | — | 779,904 | 1,890,947 | | Mr. Fisher | 1,005,067 | — | 698,795 | 1,703,862 |
Change in Pension Value and Nonqualified Deferred Compensation Earnings (Column (f))
Change in Pension Value and Nonqualified Deferred Compensation Earnings (Column (f)) The following table breaks out the amounts shown in the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column for fiscal 2024:
Change in Pension Value and Nonqualified Deferred Compensation Earnings (Column (f))
| Name | Officer Retention Plan ($)(1) | Nonqualified Deferred Compensation Earnings ($)(2) | Total ($) | | Mr. Harrison | — | 45,756 | 45,756 | | Mr. Anthony | — | — | — | | Mr. Katz | 140,297 | — | 140,297 | | Mr. Chambless | 235,284 | 27,305 | 262,589 | | Mr. Fisher | — | — | — |
Change in Pension Value and Nonqualified Deferred Compensation Earnings (Column (f))
| (1) The amounts shown in this column reflect the aggregate increase in the present value of each named executive officer’s benefit under the ORP from the beginning of the fiscal year to the end of the fiscal year. For fiscal 2024, the present value of Mr. Harrison’s ORP benefits decreased $463,185 (primarily due to an increase in the interest rate used to determine such present value). Additional information regarding each named executive officer’s accumulated benefits under the ORP is presented beginning on page 48. |
Change in Pension Value and Nonqualified Deferred Compensation Earnings (Column (f))
| (2) The amounts shown in this column reflect the portion of annual earnings on Messrs. Harrison’s and Chambless’ principal balance under the SSIP that is deemed to be “above-market interest” under the SEC rules. Additional information regarding the SSIP is presented beginning on page 49. The SSIP was amended in 2005 to eliminate the payment of above-market interest on salary deferrals and contributions made after 2005. |
II. 2024 Grants of Plan-Based Awards
II. 2024 Grants of Plan-Based Awards The following table shows grants of plan-based awards made to the named executive officers in February 2024:
II. 2024 Grants of Plan-Based Awards
| | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards | | | | Name | Plan(1) | Threshold ($)(2) | Target ($)(3) | Maximum ($)(4) | | Mr. Harrison | ABP LTPEP | 137,465 715,000 | 1,374,645 7,150,000 | 3,092,952 10,725,000 | | Mr. Anthony | ABP LTPP | 46,521 46,521 | 465,210 465,210 | 1,046,721 697,814 | | Mr. Katz | ABP LTPP | 103,885 155,827 | 1,038,848 1,558,272 | 2,337,407 2,337,407 | | Mr. Chambless | ABP LTPP | 55,696 55,696 | 556,956 556,956 | 1,253,150 835,434 | | Mr. Fisher | ABP LTPP | 50,383 50,383 | 503,831 503,831 | 1,133,619 755,746 |
II. 2024 Grants of Plan-Based Awards
| (1) Incentive award opportunities were granted under the following plans in fiscal 2024: |
II. 2024 Grants of Plan-Based Awards
| ABP | 2024 Annual Bonus Plan |
II. 2024 Grants of Plan-Based Awards
| LTPEP | 2024 Long-Term Performance Equity Plan |
II. 2024 Grants of Plan-Based Awards
| LTPP | 2024 Long-Term Performance Plan |
II. 2024 Grants of Plan-Based Awards
The material terms of each plan are described in the “Compensation Discussion and Analysis” section beginning on page 31.
II. 2024 Grants of Plan-Based Awards
| (2) The threshold award amounts shown for the ABP, the LTPEP and the LTPP are equal to 50% of the lowest weighted performance measure. The lowest weighted performance measure under the ABP, the LTPEP and the LTPP was 20%. |
II. 2024 Grants of Plan-Based Awards
| (3) The target award amounts shown for the ABP were computed using an individual performance factor of 1.0. |
II. 2024 Grants of Plan-Based Awards
| (4) The maximum award amounts shown for the ABP were computed using an individual performance factor of 1.5 and an overall goal achievement factor of 150.0%. The maximum award amounts shown for the LTPP were computed using a long-term performance factor of 150.0%. |
Officer Retention Plan
Officer Retention Plan The Company maintains the ORP, which is a supplemental nonqualified defined benefit plan, to provide some of the Company’s key executives, including certain of the named executive officers, with retirement benefits in excess of Internal Revenue Code limitations as well as additional supplemental retirement benefits. In March 2014, the Company stopped granting new awards of supplemental retirement benefits under the ORP. Under the ORP, the named executive officers are entitled to the full amount of their accrued benefit under the plan upon reaching age 60, the normal retirement age under the plan. The amount of each participant’s normal retirement benefit is determined based on the participant’s position and level of responsibility, performance and job tenure, and is specified in the participant’s individual agreement under the ORP. Participants who terminate employment prior to normal retirement age are eligible to receive a benefit based on their accrued retirement benefit if their employment is terminated due to death or total disability or their vested accrued retirement benefit if their employment is terminated other than due to death or total disability. Participants are also eligible to receive a benefit based on the benefit they would have accrued through age 60 if they are employed upon a change in control. The benefits payable upon death, total disability, severance or a change in control are described beginning on page 52. Generally, plan benefits are paid in the form of equal monthly installments over a period of 10, 15 or 20 years, as elected by the participant upon joining the plan. The monthly installment amounts are computed using an 8% discount rate using simple interest compounded monthly. However, in the event of death, the benefits are payable in a lump sum, and, in the event of a change in control, the benefits become payable in either a lump sum or in equal monthly installments over a period of five, 10 or 15 years, at the election of the participant. As of December 31, 2024, the estimated annual retirement benefit payable at retirement for each of the named executive officers was as follows:
IV. 2024 Nonqualified Deferred Compensation
IV. 2024 Nonqualified Deferred Compensation
Supplemental Savings Incentive Plan
Supplemental Savings Incentive Plan The Company maintains the SSIP, a supplemental nonqualified deferred compensation plan, for its key executives, including the named executive officers. The following table provides information regarding the named executive officers’ accounts and benefits under the SSIP for fiscal 2024:
Supplemental Savings Incentive Plan
| Name | Executive Contributions in Fiscal 2024 ($)(1) | Company Contributions in Fiscal 2024 ($)(2) | Aggregate Earnings in Fiscal 2024 ($)(3) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at December 31, 2024 ($)(4) | | Mr. Harrison | 81,924 | 40,962 | 2,311,683 | — | 17,890,310 | | Mr. Anthony | 61,611 | 268,483 | 246,520 | — | 1,776,871 | | Mr. Katz | 61,517 | 30,758 | 88,970 | — | 993,017 | | Mr. Chambless | 88,514 | 22,128 | 1,258,425 | — | 5,527,231 | | Mr. Fisher | 175,724 | 20,018 | 185,462 | — | 1,436,595 |
Supplemental Savings Incentive Plan
| (1) All amounts shown in this column are also reported in the “Salary” or “Non-Equity Incentive Plan Compensation” columns of the 2024 Summary Compensation Table. |
Supplemental Savings Incentive Plan
| (2) All amounts shown in this column are also reported in the “All Other Compensation” column of the 2024 Summary Compensation Table. |
Supplemental Savings Incentive Plan
| (3) Of the amounts shown in this column, the following amounts are reported as above-market earnings on deferred compensation in the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column of the 2024 Summary Compensation Table: Mr. Harrison—$45,756, Mr. Anthony—$0, Mr. Katz—$0, Mr. Chambless—$27,305 and Mr. Fisher—$0. |
Supplemental Savings Incentive Plan
| (4) Of the amounts shown in this column, the following amounts were reported in the Summary Compensation Tables of the Company’s proxy statements for previous years: Mr. Harrison—$10,249,450, Mr. Anthony—$994,491, Mr. Katz—$651,010, Mr. Chambless—$1,734,918 and Mr. Fisher—$822,718. |
Supplemental Savings Incentive Plan
The Company currently matches up to 50% of the first 6% of base salary deferred into the SSIP. The Company may also make additional discretionary contributions to participants’ SSIP accounts. Participants are immediately vested in all amounts of base salary and bonus deferred by them. The Company’s contributions to participants’ accounts, other than transition contributions, vest in 20% annual increments and become fully vested upon the completion of five years of service. The transition contributions vested in 20% annual increments from December 31, 2006 to December 31, 2010. All contributions made by the Company become fully vested upon retirement, death or a change in control. Amounts deferred by participants and contributions made by the Company before January 1, 2006 are deemed invested in either a “fixed benefit account” or a “pre-2006 supplemental account,” at the election of the participant. Balances in fixed benefit accounts earn interest at an annual rate of up to 13% (depending on the event requiring distribution and the participant’s age, years of service and initial year of participation in the SSIP). Mr. Harrison’s balance has earned interest at an annual rate of 6% since the year in which he attained age 60. For Mr. Chambless (the only other named executive officer with a fixed benefit account), the amounts reported in the above table under “Aggregate Earnings in Fiscal 2024” and “Aggregate Balance at December 31, 2024” were calculated assuming the maximum annual return of 13%. Amounts deferred by participants and contributions made by the Company on or after January 1, 2006 are deemed invested in a “post-2005 supplemental account.” Balances in pre-2006 supplemental accounts and post-2005 supplemental accounts are deemed invested by participants in investment choices that are made available by the Company, which are similar to the choices available under the 401(k) Savings Plan. Balances in fixed benefit accounts and pre-2006 supplemental accounts become payable, as elected by a participant, either upon “termination of employment” or on a date designated by the participant between the year the participant turns 55 and the year the participant turns 70. Balances in post-2005 supplemental accounts may be distributed, as elected by a participant, either upon “termination of employment” or on a date designated by the participant that is at least two years after the year that a salary deferral or other contribution was made and not later than the year the participant turns 70. A “termination of employment” occurs upon the later of (i) a participant’s severance, retirement or attainment of age 55 while totally disabled and, (ii) at the election of the plan administrator, the date when the participant is no longer receiving severance benefits. Balances in fixed benefit accounts are payable in equal monthly installments over a period of 10 or 15 years, at the election of the participant. The monthly payment amount for a fixed benefit account is calculated using a discount rate that is equal to the applicable rate of interest on the account, as described above. Balances in pre-2006 supplemental accounts are payable in equal monthly installments over a period of 10 or 15 years, at the election of the participant. The monthly payment amount for a pre-2006 supplemental account is calculated by dividing the vested account balance by the number of remaining monthly payments. Balances in post-2005 supplemental accounts are payable in either a lump sum or in equal monthly installments over a period of five, 10 or 15 years, at the election of the participant. The monthly payment amount for a post-2005 supplemental account is calculated by dividing the vested account balance by the number of remaining monthly payments. In the event of death or a change in control, all account balances become payable in either a lump sum or in equal monthly installments over a period of five, 10 or 15 years, at the election of the participant. In each case, the account balances and monthly payments are generally computed in the same manner as described above, except participants are deemed fully vested in their account balances, and, in the case of a change in control, the account balances and monthly payments for fixed benefit accounts are computed using the maximum 13% rate of return and 13% discount rate, respectively. Additional information regarding amounts payable to each of the named executive officers upon a termination of employment, death or a change in control is provided in the following section.
Long-Term Retention Plan
Long-Term Retention Plan The LTRP is a supplemental nonqualified defined contribution plan that provides supplemental retirement benefits to the Company’s key executives. The LTRP was adopted in March 2014 and all new awards of supplemental retirement benefits since that date have been made under the LTRP and not the ORP. A participant in the LTRP earns a Company contribution to a supplemental benefits account for each year of employment with the Company through age 60, the normal retirement age under the plan. The amount of the Company contribution for each participant is determined based on the participant’s position and level of responsibility, performance, job tenure and future potential, and is specified in the participant’s individual agreement under the LTRP. The amount contributed to a participant’s supplemental benefits account is invested in investment choices that are similar to the choices available under the 401(k) Savings Plan. The balance of a participant’s supplemental benefits account is 50% vested through a participant’s attainment of age 51 while employed by the Company and becomes vested ratably for each year of continued employment thereafter through age 60. The balance of a participant’s supplemental benefits account also becomes vested in the event of the participant’s death or disability or a change in control of the Company. The vested balance of a participant’s supplemental benefits account is payable following termination of employment in either a lump sum or in equal monthly installments over a period of 10, 15 or 20 years, at the election of the participant. The following table provides information regarding the named executive officers with accounts and benefits under the LTRP for fiscal 2024:
Long-Term Retention Plan
| Name | Company Contributions in Fiscal 2024 ($)(1) | Aggregate Earnings in Fiscal 2024 ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at December 31, 2024 ($) | | Mr. Katz | 639,630 | 293,747 | — | 3,551,057 | | Mr. Chambless | 109,984 | 407,360 | — | 1,793,099 | | Mr. Fisher | 303,795 | 303,714 | — | 2,592,661 |
Long-Term Retention Plan
| (1) All amounts shown in this column are also reported in the “All Other Compensation” column of the 2024 Summary Compensation Table. |
V. 2024 Potential Payments Upon Termination or Change in Control
V. 2024 Potential Payments Upon Termination or Change in Control The table below shows the estimated benefits payable to each named executive officer in the event of the named executive officer’s termination of employment under various scenarios or a change in control of the Company. The amounts shown assume termination of employment or a change in control on December 31, 2024. The amounts do not include payments or benefits provided under insurance or other plans that are generally available to all salaried employees.
V. 2024 Potential Payments Upon Termination or Change in Control
| Name and Plans | Voluntary Resignation or Termination Without Cause ($) | Termination for Cause ($) | Death ($) | Disability ($) | Retirement ($)(1) | Change in Control ($) | | Mr. Harrison | | | | | | | | Officer Retention Plan(2) | 14,411,990 | — | 14,411,990 | 14,411,990 | 14,411,990 | 14,411,990 | | Supplemental Savings Incentive Plan(2) | 17,890,310 | 17,890,310 | 17,890,310 | 17,890,310 | 17,890,310 | 17,890,310 | | Annual Bonus Plan(3) | 2,742,211 | — | 2,742,211 | 2,742,211 | 2,742,211 | 2,742,211 | | Long-Term Performance Equity Plan(4) | 16,950,000 | — | 16,950,000 | 16,950,000 | 16,950,000 | 16,950,000 | | Total | 51,994,511 | 17,890,310 | 51,994,511 | 51,994,511 | 51,994,511 | 51,994,511 | | Mr. Anthony | | | | | | | | Supplemental Savings Incentive Plan(2) | 1,200,257 | 1,200,257 | 1,776,871 | 1,776,871 | 1,776,871 | 1,776,871 | | Annual Bonus Plan(3) | 928,023 | — | 928,023 | 928,023 | 928,023 | 928,023 | | Long-Term Performance Plan(4) | 1,055,141 | — | 1,055,141 | 1,055,141 | 1,055,141 | 1,055,141 | | Total | 3,183,421 | 1,200,257 | 3,760,035 | 3,760,035 | 3,760,035 | 3,760,035 | | Mr. Katz | | | | | | | | Officer Retention Plan(2) | 1,289,063 | — | 1,718,750 | 1,718,750 | — | 2,500,000 | | Long-Term Retention Plan | 1,963,260 | — | 3,551,057 | 3,551,057 | — | 3,551,057 | | Supplemental Savings Incentive Plan(2) | 993,017 | 993,017 | 993,017 | 993,017 | — | 993,017 | | Annual Bonus Plan(3) | 2,072,345 | — | 2,072,345 | 2,072,345 | — | 2,072,345 | | Long-Term Performance Plan(4) | 2,004,638 | — | 3,327,223 | 3,327,223 | — | 3,327,223 | | Total | 8,322,323 | 993,017 | 11,662,392 | 11,662,392 | — | 12,443,642 | | Mr. Chambless | | | | | | | | Officer Retention Plan(2) | 2,368,929 | — | 2,632,143 | 2,632,143 | — | 3,000,000 | | Long-Term Retention Plan | 1,148,179 | — | 1,793,099 | 1,793,099 | 1,148,179 | 1,793,099 | | Supplemental Savings Incentive Plan(2) | 5,527,231 | 5,527,231 | 5,527,231 | 5,527,231 | 5,527,231 | 5,527,231 | | Annual Bonus Plan(3) | 1,111,043 | — | 1,111,043 | 1,111,043 | 1,111,043 | 1,111,043 | | Long-Term Performance Plan(4) | 1,284,057 | — | 1,284,057 | 1,284,057 | 1,284,057 | 1,284,057 | | Total | 11,439,439 | 5,527,231 | 12,347,573 | 12,347,573 | 9,070,510 | 12,715,430 | | Mr. Fisher | | | | | | | | Long-Term Retention Plan | 1,389,606 | — | 2,592,661 | 2,592,661 | — | 2,592,661 | | Supplemental Savings Incentive Plan(2) | 1,436,595 | 1,436,595 | 1,436,595 | 1,436,595 | — | 1,436,595 | | Annual Bonus Plan(3) | 1,005,067 | — | 1,005,067 | 1,005,067 | — | 1,005,067 | | Long-Term Performance Plan(4) | 698,795 | — | 1,152,068 | 1,152,068 | — | 1,152,068 | | Total | 4,530,063 | 1,436,595 | 6,186,391 | 6,186,391 | — | 6,186,391 |
V. 2024 Potential Payments Upon Termination or Change in Control
| (1) Messrs. Harrison, Anthony and Chambless are the only named executive officers who have satisfied the age and/or service eligibility requirements for retirement under the plans. |
V. 2024 Potential Payments Upon Termination or Change in Control
| (2) Amounts shown for the ORP and the SSIP for the named executive officers assume payment as a lump sum as of December 31, 2024. Participants in the ORP and the SSIP may elect to receive payments in equal monthly installments over a period of 10, 15 or 20 years. The amounts of the installments are based on the discount rates |
V. 2024 Potential Payments Upon Termination or Change in Control
| specified in the plans. Messrs. Katz and Chambless did not meet the definition of retirement under the ORP, but would receive the amounts shown under the “Voluntary Resignation or Termination Without Cause” column. |
V. 2024 Potential Payments Upon Termination or Change in Control
| (3) Amounts shown for the Annual Bonus Plan were calculated using the actual level of achievement of the performance goals for fiscal 2024. |
V. 2024 Potential Payments Upon Termination or Change in Control
| (4) Amounts shown in all of the columns for the Long-Term Performance Equity Plan and the Long-Term Performance Plan were calculated using the actual level of achievement of the performance goals for the fiscal 2022 - fiscal 2024 performance period and assuming the achievement of target performance goals for the three-year performance periods ending in fiscal 2025 and fiscal 2026. The amounts for the three-year performance periods ending in fiscal 2025 and fiscal 2026 were prorated, when applicable, for the portion of the performance periods the executive was employed prior to the date of the triggering event. |
V. 2024 Potential Payments Upon Termination or Change in Control
None of the Company’s executive officers, including the named executive officers, has any special employment or severance agreements. The executive officers are entitled, however, to certain payments (as illustrated in the above table) under the terms of the Company’s existing compensation and benefit plans in connection with the termination of their employment or a change in control of the Company. The following narrative describes the terms of those plans as they relate to a termination of employment or a change in control.
Officer Retention Plan
Officer Retention Plan The ORP, the material terms of which are described beginning on page 48, contains special provisions for severance, death, total disability or a change in control. In the event of death or total disability, each participant becomes fully vested in the amount of the participant’s accrued benefit under the ORP. Upon termination without cause or voluntary resignation, each participant’s accrued benefit is 50% vested until age 51, with the vesting percentage increasing by 5% each year beginning at age 51 until fully vested at age 60. All rights to any benefits under the ORP are forfeited if a participant is terminated for cause. In the event of a “change in control” of the Company, each participant is entitled to an amount equal to the normal retirement benefit otherwise payable to the participant at age 60 under the ORP. A “change in control” occurs under the ORP:
Officer Retention Plan
The death benefit under the ORP is payable in a lump sum. The other severance and change in control benefits are payable in equal monthly installments over a period of 10, 15 or 20 years, as elected by the participant. The amount of each monthly installment is computed using an 8% discount rate using simple interest compounded annually. The change in control benefit is also payable in a lump sum, at the election of the participant. Under the ORP, each participant has generally agreed not to compete with the Company for three years after termination from employment for any reason. The non-compete provision does not apply to actions occurring after both a termination of employment and a change in control of the Company.
Supplemental Savings Incentive Plan and Long-Term Retention Plan
Supplemental Savings Incentive Plan and Long-Term Retention Plan The SSIP and the LTRP also provide for the payment of the named executive officers’ vested account balances upon termination of employment, death or a change in control. A “termination of employment” occurs under the SSIP upon a participant’s severance, retirement or attainment of age 55 while totally disabled. A “termination of employment” occurs under the LTRP upon a participant’s severance other than for cause, retirement or total disability. The definition of a “change in control” is the same definition used for the ORP, as described above. The material terms of the SSIP and the LTRP, including when account balances become vested and the options to receive lump sum or installment payments, are described beginning on pages 49 and 50, respectively.
Annual Bonus Plan
Annual Bonus Plan The Annual Bonus Plan, the material terms of which are described beginning on page 35, provides for certain payments to the named executive officers in the event of a termination of their employment or a change in control of the Company. In the event of the total disability, retirement or death of a participant during any fiscal year, the participant (or the participant’s estate) is entitled to a pro-rata bonus based on the portion of the fiscal year completed by the participant and the actual overall goal achievement factor attained for that year. In the event of a “change in control,” each participant is entitled to a pro-rata portion of the participant’s target award under the Annual Bonus Plan, based on the portion of the fiscal year completed. The term “retirement” is defined in the Annual Bonus Plan as a participant’s termination of employment other than on account of death and (i) after attaining age 60, (ii) after attaining age 55 and completing 20 years of service or (iii) as the result of total disability. The definition of a “change in control” is the same definition used for the ORP, as described above.
Long-Term Performance Plan
Long-Term Performance Plan The Long-Term Performance Plan, the material terms of which are described beginning on page 37, also provides for certain payments to the named executive officers in the event of a termination of their employment or a change in control of the Company. In the event of the total disability, retirement or death of a participant after the completion of the first year of a performance period but prior to the end of a performance period, and in the event of the subsequent attainment of the performance goals applicable to such participant, the participant (or the participant’s estate) is entitled to a pro-rata award based on the portion of the performance period completed by the participant. In the event of a “change in control,” each participant is entitled to a pro-rata portion of the participant’s target award for the performance period, based on the portion of the performance period completed. The definition of “retirement” is the same definition used for the Annual Bonus Plan, as described above. The definition of a “change in control” is the same definition used for the ORP, as described above.
Long-Term Performance Equity Plan
Long-Term Performance Equity Plan The Long-Term Performance Equity Plan, the material terms of which are described beginning on page 40, also provides for certain payments to Mr. Harrison in the event of a termination of his employment or a change in control of the Company. In the event of Mr. Harrison’s total disability, retirement or death after the completion of the first year of a performance period but prior to the end of a performance period, and in the event of the subsequent attainment of the performance goals applicable to him, Mr. Harrison (or his estate) is entitled to a pro-rata award based on the portion of the performance period completed by him. In the event of a “change in control,” Mr. Harrison is entitled to a pro-rata portion of his target award for the performance period, based on the portion of the performance period completed. The definition of “retirement” is the same definition used for the Annual Bonus Plan, as described above. The definition of a “change in control” is the same definition used for the ORP, as described above.
VI. Pay Ratio Disclosure
VI. Pay Ratio Disclosure The SEC rules require the Company to disclose annually (i) the median annual total compensation of all employees of the Company (excluding Mr. Harrison, the Company’s principal executive officer); (ii) the annual total compensation of Mr. Harrison; and (iii) the ratio of Mr. Harrison’s annual total compensation to the median annual total compensation of all employees of the Company (excluding Mr. Harrison). Based on the methodology and material assumptions described below, the Company has estimated these amounts to be as follows:
VI. Pay Ratio Disclosure
| Median annual total compensation of all employees (excluding Mr. Harrison) | $58,839 | | Annual total compensation of Mr. Harrison | $19,033,392 | | Ratio of Mr. Harrison’s annual total compensation to the median annual total compensation of all other employees | 323:1 |
VI. Pay Ratio Disclosure
The SEC rules permit a company to identify the median paid employee once every three years as long as there has been no change in the company’s employee population or compensation arrangements that would result in a significant change to its pay ratio disclosure. Because the Company has not had any changes in its employee population or compensation arrangements that the Company believes would significantly affect its pay ratio disclosure, the Company used the same median employee identified in fiscal 2023 to determine the median annual total compensation of all employees (excluding Mr. Harrison) for fiscal 2024. To determine the median employee in fiscal 2023, the Company compiled a list of all employees (excluding Mr. Harrison) as of December 31, 2023, sorted the list of employees by their taxable compensation for federal income tax purposes from the Company’s payroll records for the 12-month period ended December 31, 2023 and selected the employee with the median taxable compensation amount. The Company annualized the taxable compensation of any full-time or part-time employees on the list who were not employed for the full year and did not include the value of non-taxable Company-provided benefits such as retirement plan contributions and medical and life insurance benefits. As of December 31, 2024, the Company had approximately 17,000 employees. The annual total compensation of Mr. Harrison is the total amount of his compensation presented in the 2024 Summary Compensation Table on page 44. The Company determined the annual total compensation of the median employee shown above using the same rules applicable to the completion of the 2024 Summary Compensation Table for Mr. Harrison and the other named executive officers.
VII. Pay Versus Performance
VII. Pay Versus Performance
VII. Pay Versus Performance
| | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Year (a) | Summary Compensation Table Total for PEO ($) (b) | Compensation Actually Paid to PEO ($) (c) | Average Summary Compensation Table Total for Non-PEO Named Executive Officers ($) (d) | Average Compensation Actually Paid to Non-PEO Named Executive Officers ($) (e) | Total Shareholder Return ($) (f) | Peer Group Shareholder Return ($) (g) | Net Income (in thousands) ($) (h) | Income from Operations (in thousands) ($) (i) | | 2024 | 19,033,392 | 19,033,392 | 4,103,916 | 4,142,222 | 447.02 | 129.61 | 633,125 | 920,350 | | 2023 | 19,781,002 | 18,691,804 | 4,012,668 | 3,945,318 | 322.05 | 128.64 | 408,375 | 834,451 | | 2022 | 14,689,127 | 14,689,127 | 3,080,257 | 3,219,288 | 176.08 | 133.81 | 430,158 | 641,047 | | 2021 | 13,545,136 | 13,512,275 | 2,937,130 | 2,982,161 | 212.36 | 124.18 | 189,580 | 439,171 | | 2020 | 12,467,192 | 12,280,332 | 2,398,616 | 2,400,346 | 91.05 | 107.23 | 172,493 | 313,378 |
Compensation Actually Paid to PEO (Column (c))
Compensation Actually Paid to PEO (Column (c)) The amount reported for each year in column (c) is equal to (i) the amount reported in column (b) for J. Frank Harrison, III, Coca-Cola Consolidated’s principal executive officer (“PEO”) for each of the covered years, minus (ii) the aggregate change in the present value of Mr. Harrison’s benefits under the ORP during the covered year plus (iii) the aggregate value of Mr. Harrison’s benefits under the ORP attributable to his service during the covered year. Mr. Harrison fully accrued his benefit under the ORP prior to 2020 and benefit accruals under the Company’s traditional, tax-qualified defined benefit pension plan (which was terminated effective May 31, 2022) were frozen in 2006. Therefore, there were no service costs for benefit accruals by Mr. Harrison under the ORP during the covered years. Mr. Harrison did not receive any stock or option awards during the covered years. The following table provides information regarding the calculation for the Compensation Actually Paid (“CAP”) to Mr. Harrison for fiscal years 2024, 2023, 2022, 2021 and 2020:
Compensation Actually Paid to PEO (Column (c))
| Year | Summary Compensation Table Total for PEO ($) | Deduct Aggregate Change in Actual Present Value in ORP ($) | Add Service Costs & Prior Service Costs for ORP ($) | Compensation Actually Paid to PEO ($) | | 2024 | 19,033,392 | — | — | 19,033,392 | | 2023 | 19,781,002 | 1,089,198 | — | 18,691,804 | | 2022 | 14,689,127 | — | — | 14,689,127 | | 2021 | 13,545,136 | 32,861 | — | 13,512,275 | | 2020 | 12,467,192 | 186,860 | — | 12,280,332 |
Average Compensation Actually Paid to
Average Compensation Actually Paid to
Peer Group Shareholder Return (Column (g))
Peer Group Shareholder Return (Column (g)) The amounts shown in column (g) assume $100 was invested on December 27, 2019 in each of the companies in a peer group composed of Keurig Dr Pepper Inc., National Beverage Corp., The Coca-Cola Company and PepsiCo, Inc., and that all dividends were reinvested on a quarterly basis. The returns for the companies included in the peer group have been weighted on the basis of the total market capitalization for each company. The previous peer group was composed of Keurig Dr Pepper Inc., National Beverage Corp., The Coca-Cola Company, Primo Water Corporation (f/k/a Cott Corporation) and PepsiCo, Inc. Primo Water Corporation is no longer in the peer group due to its merger with BlueTriton Brands, Inc. effective November 11, 2024, which resulted in the formation of a new company, Primo Brands Corporation.
Pay Versus Performance Descriptive Disclosure
Pay Versus Performance Descriptive Disclosure
Relationship between Compensation Actually Paid and Total Shareholder Return
Relationship between Compensation Actually Paid and Total Shareholder Return The graph below reflects the relationship between t h e PEO and average non-PEO named executive officer CAP and the Company’s cumulative indexed total shareholder return (TSR) (assuming an initial fixed investment of $100 on December 27, 2019) for fiscal years 2020, 2021, 2022, 2023 and 2024:
Relationship between Compensation Actually Paid and Net Income
Relationship between Compensation Actually Paid and Net Income The graph below reflects the relationship between the PEO and average non-PEO named executive officer CAP and the Company’s net income for fiscal years 2020, 2021, 2022, 2023 and 2024:
Relationship between Compensation Actually Paid and Income from Operations
Relationship between Compensation Actually Paid and Income from Operations The graph below reflects the relationship between the PEO and average non-PEO named executive officer CAP and the Company’s income from operations for fiscal years 2020, 2021, 2022, 2023 and 2024:
Tabular List of Financial Performance Measures
Tabular List of Financial Performance Measures The following table pr esents the financial performance measures that the Company considers to have been the most important in linking PEO and non-PEO named executive officer CAP in fiscal 2024 to Company performance. The financial performance measures in this table are not ranked.
Most Important Financial Performance Measures
Most Important Financial Performance Measures
Most Important Financial Performance Measures
| 1 | Income from Operations | | 2 | EBIT (1) | | 3 | EBIT Margin (1) | | 4 | Free Cash Flow (1) | | 5 | Revenue (1) |
Most Important Financial Performance Measures
| (1) “EBIT,” “EBIT Margin,” “Free Cash Flow” and “Revenue” are non-GAAP financial performance measures. See Appendix A for a reconciliation to GAAP financial measures. |
Most Important Financial Performance Measures
| VIII. | Policies and Practices Related to the Grants of Certain Equity Awards Close in Time to the Release of Material Non-Public Information |
Most Important Financial Performance Measures
Our compensation has not included awards of stock options, stock appreciation rights, or similar option-like instruments as a component of our Long-Term Performance Plan or our Long-Term Performance Equity Plan. If in the future we anticipate granting such types of awards, we will adopt a policy regarding how the Board will determine when to grant such awards and how the Committee and the Board will take material non-public information into account when determining the timing of the grants and the terms of the awards.
Equity Compensation Plan Information
Equity Compensation Plan Information The following table provides information as of December 31, 2024, concerning the Company’s outstanding equity compensation arrangements as of that date:
Equity Compensation Plan Information
| Plan Category | Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (#) (a) | Weighted- Average Exercise Price of Outstanding Options, Warrants and Rights ($) (b) | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) (#) (c) | | Equity compensation plans approved by security holders | — | — | 300,000(1) | | Equity compensation plans not approved by security holders | — | — | — | | Total | — | — | 300,000(1) |
Equity Compensation Plan Information
| (1) Represents 300,000 shares of Class B Common Stock reserved for issuance pursuant to awards that may be made in the future under the Long-Term Performance Equity Plan. |
Consideration of Risk Related to Compensation Programs
| • | Motivating the executive officers to achieve Coca-Cola Consolidated’s annual and long-term strategic and financial goals and rewarding performance based on the attainment of those goals; |
Consideration of Risk Related to Compensation Programs
| • | Being reasonably balanced across types and purposes of compensation, particularly with respect to fixed compensation objectives, short-term and long-term performance-based objectives and retention and retirement objectives. |
Consideration of Risk Related to Compensation Programs
| • | While Coca-Cola Consolidated does not engage in compensation benchmarking, the Company does retain a compensation consultant to conduct comparative studies of the Company’s executive compensation relative to peer companies and survey data; |
Consideration of Risk Related to Compensation Programs
| • | The Annual Bonus Plan, the Long-Term Performance Plan and the Long-Term Performance Equity Plan provide for payouts based on the achievement of key financial goals under Coca-Cola Consolidated’s annual and long-range strategic plan and provide for increased payout as financial performance increases and less or no payout as financial performance decreases. Awards under these plans do not provide for payouts based on individual transactions that could transfer liability to Coca-Cola Consolidated beyond the award date; |
Consideration of Risk Related to Compensation Programs
| • | The specific corporate performance goals for the Annual Bonus Plan, the Long-Term Performance Plan and the Long-Term Performance Equity Plan are initially developed based on the Company’s annual budget. The Executive Vice President and Chief Financial Officer and the Executive Vice President, General Counsel and Secretary of Coca-Cola Consolidated then use financial models to determine the appropriate award criteria and target goals for each plan. The financial models and plan goals are reviewed with and approved by the Chairman and Chief Executive Officer and the President and Chief Operating Officer of Coca-Cola Consolidated before being presented to, reviewed with and approved by the Compensation Committee; |
Consideration of Risk Related to Compensation Programs
| • | Performance goals are generally based on corporate and individual performance and are not based on other goals that may create increased risk such as the performance of individual business units or the accomplishment of particular tasks where the income and risk from the tasks extend over a significantly longer period of time; and |
Reconciliation of Non-GAAP Financial Performance Measures
Reconciliation of Non-GAAP Financial Performance Measures This proxy statement includes non-GAAP financial measures, including “EBIT,” “EBIT Margin,” “Free Cash Flow” and “Revenue” that are defined in the “Compensation Discussion and Analysis” section beginning on page 31 and are adjusted for the purpose of determining incentive compensation for our executive officers. The following tables reconcile reported results (GAAP) to adjusted results (non-GAAP) related to our 2022 Long-Term Performance Plan and our 2022 Long-Term Performance Equity Plan:
Reconciliation of Non-GAAP Financial Performance Measures
| | EBIT | | | | Description of Adjustment (in thousands) | Fiscal 2022 | Fiscal 2023 | Fiscal 2024 | | Income from Operations | $641,047 | $834,451 | $920,350 | | Fair value adjustments for commodity derivative instruments | $2,906 | $1,061 | $1,275 | | Supply chain and asset optimization expenses | $606 | $1,296 | $— | | Total Impact of Adjustments | $3,512 | $2,357 | $1,275 | | Adjusted EBIT Results | $644,559 | $836,808 | $921,625 | | Three-Year Cumulative EBIT | $2,402,992 | | |
Reconciliation of Non-GAAP Financial Performance Measures
| | EBIT Margin | | | | Description of Adjustment (in thousands) | Fiscal 2022 | Fiscal 2023 | Fiscal 2024 | | Net Sales | $6,200,957 | $6,653,858 | $6,899,716 | | Adjusted EBIT | $644,559 | $836,808 | $921,625 | | Adjusted EBIT Margin | 10.39 % | 12.58 % | 13.36 % | | Three-Year Average EBIT Margin | 12.11 % | | |
Reconciliation of Non-GAAP Financial Performance Measures
| | Three-Year Free Cash Flow | | | | Description of Adjustment (in thousands) | December 31, 2021 | December 31, 2024 | Cash Inflow/(Outflow) | | Current portion of Debt and Long-term debt | $723,443 | $1,786,348 | $(1,062,905) | | Cash & Cash Equivalents and Short-term investments | $142,314 | $1,437,034 | $1,294,720 | | Three-Year Free Cash Flow | | | $231,815 | | Adjustments to Three-Year Free Cash Flow: | | | | | The Coca-Cola Company Share Repurchase (July 2024) | | | $553,723 | | Special Dividend paid in 2024 ($16/share) | | | $150,000 | | Purchase of Snyder Production Center (March 2022) | | | $60,000 | | Nashville Production Plant Purchase (September 2024) | | | $56,000 | | Open Market Share Repurchases (November 2024) | | | $51,645 | | Interest paid on 2024 Bonds (December 2024) | | | $32,356 | | Special Dividend paid in 2023 ($3/share) | | | $28,121 | | Increase in Quarterly Regular Dividend (from $0.25 to $0.50) | | | $18,742 | | Increase in Quarterly Regular Dividend (from $0.50 to $2.50) | | | $17,529 | | Dutch Auction Tender Offer Share Repurchase (June 2024) | | | $13,312 | | Share Repurchase Transaction Costs (2024) | | | $6,974 | | Total Free Cash Flow Adjustments | | | $988,402 | | Adjusted Three-Year Free Cash Flow | | | $1,220,217 |
Reconciliation of Non-GAAP Financial Performance Measures
The following tables reconcile reported results (GAAP) to adjusted results (non-GAAP) related to our Annual Bonus Plan:
Reconciliation of Non-GAAP Financial Performance Measures
| | Net Sales | | Description of Adjustment (in thousands) | Fiscal 2024 | | Net Sales | $6,899,716 | | Non-trade sales in 2024 (excluded from ABP) | $(345,586) | | External transportation sales (excluded from ABP) | $(43,926) | | Total Impact of Adjustments | $(389,512) | | Adjusted Revenue Results | $6,510,204 |
Reconciliation of Non-GAAP Financial Performance Measures
| | Fiscal 2024 Free Cash Flow | | | | Description of Adjustment (in thousands) | December 31, 2023 | December 31, 2024 | Cash Inflow/(Outflow) | | Current portion of Debt and Long-term debt | $599,159 | $1,786,348 | $(1,187,189) | | Cash & Cash Equivalents and Short-term investments | $635,269 | $1,437,034 | $801,765 | | Fiscal 2024 Free Cash Flow | | | $(385,424) | | Adjustments to Free Cash Flow: | | | | | The Coca-Cola Company Share Repurchase | | | $553,723 | | Special Dividends & Increase to Regular Dividend | | | $167,529 | | Open Market Share Repurchases | | | $51,645 | | Interest paid on 2024 Bonds | | | $32,356 | | Dutch Auction Tender Offer Share Repurchase | | | $13,312 | | Share Repurchase Transaction Costs | | | $6,974 | | Total Free Cash Flow Adjustments | | | $825,539 | | Adjusted Fiscal 2024 Free Cash Flow | | | $440,115 |
Reconciliation of Non-GAAP Financial Performance Measures
COCA-COLA CONSOLIDATED, INC. 4100 COCA-COLA PLAZA CHARLOTTE, NC 28211-3481 SCAN TO VIEW MATERIALS & VOTE VOTE BY INTERNET Before The Meeting - Go to www.proxyvote.com or scan the QR Barcode above Use the internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m., Eastern Time, on May 12, 2025. Have your proxy card in hand when you access the website and then follow the instructions to obtain your records and to create an electronic voting instruction form. During The Meeting - Go to www.virtualshareholdermeeting.com/COKE2025 You may attend the meeting via the internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and then follow the instructions. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m., Eastern Time, on May 12, 2025. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS If you would like to reduce the costs incurred by Coca-Cola Consolidated, Inc. in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via email or the internet. To sign up for electronic delivery, please follow the instructions above to vote using the internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: V62478-P24987 KEEP THIS PORTION FOR YOUR RECORDS THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY COCA-COLA CONSOLIDATED, INC. Coca-Cola Consolidated’s Board of Directors recommends that you vote “FOR ALL” of the nominees named in Proposal 1: 1. Election of Directors Nominees: 01) J. Frank Harrison, III 02) Elaine Bowers Coventry 03) Sharon A. Decker 04) Morgan H. Everett 05) James R. Helvey, III 06) Jason D. (J.D.) Hickey 07) William H. Jones 08) Umesh M. Kasbekar 09) David M. Katz 10) James H. Morgan 11) Dennis A. Wicker 12) Richard T. Williams For All Withhold All Except For All To withhold authority to vote for any individual nominee(s), number(s) of mark the nominee(s) “For All Except” on the and line write below. the Coca-Cola Consolidated’s Board of Directors recommends that you vote “FOR” Proposals 2 and 3: 2. Ratification of the appointment of PricewaterhouseCoopers LLP to serve as Coca-Cola Consolidated’s independent registered public accounting firm for fiscal 2025. 3. Approval of the amendment to Coca-Cola Consolidated’s Restated Certificate of Incorporation to effect a 10-for-1 forward stock split of Coca-Cola Consolidated Common Stock and Class B Common Stock and to proportionately increase the number of authorized shares of Coca-Cola Consolidated Common Stock and Class B Common Stock. NOTE: In their discretion, the proxy holders are authorized to vote on such other business as may properly come before the meeting or any adjournment or postponement thereof. EACH OF PROPOSALS 1, 2 AND 3 HAS BEEN PROPOSED BY COCA-COLA CONSOLIDATED, INC. Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice of Annual Meeting and Proxy Statement and the 2024 Annual Report to Stockholders are available at www.proxyvote.com. V62479-P24987 COCA-COLA CONSOLIDATED, INC. 2025 Annual Meeting of Stockholders May 13, 2025 This proxy is solicited on behalf of Coca-Cola Consolidated’s Board of Directors. The undersigned hereby appoint(s) J. Frank Harrison, III, David M. Katz and E. Beauregarde Fisher III, and each of them, as attorneys-in-fact, each with the power to appoint his substitute, and hereby authorize(s) each of them to represent and to vote, as designated on the reverse side of this proxy card, all of the shares of Common Stock and Class B Common Stock of Coca-Cola Consolidated, Inc. that the undersigned is/are entitled to vote at the 2025 Annual Meeting of Stockholders to be held at 9:00 a.m., Eastern Time, on Tuesday, May 13, 2025 via live audio webcast at www.virtualshareholdermeeting.com/COKE2025, and any adjournment or postponement thereof. The proxy holders are authorized to vote on such other business as may properly come before the meeting or any adjournment or postponement thereof, exercising their discretion as set forth in the Notice of Annual Meeting and Proxy Statement. THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED BY THE UNDERSIGNED. IF NO SUCH DIRECTIONS ARE MADE, THIS PROXY WILL BE VOTED “FOR ALL” OF THE NOMINEES NAMED IN PROPOSAL 1, “FOR” PROPOSALS 2 AND 3, AND IN THE DISCRETION OF THE PROXY HOLDERS WITH RESPECT TO SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT OR POSTPONEMENT THEREOF. PLEASE MARK, SIGN AND DATE ON THE REVERSE SIDE, AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED REPLY ENVELOPE, OR FOLLOW THE INSTRUCTIONS TO VOTE BY INTERNET OR PHONE. Continued and to be signed on reverse side