DEF 14A of Coca Cola Co

Filed Mar 8, 2018 · FY20170001308179-18-000022

Open on EDGAR

TABLE OF CONTENTS
| Director Compensation | 35 |
TABLE OF CONTENTS
| Payments on Termination or Change in Control | 76 |
TABLE OF CONTENTS
| Pay Ratio Disclosure | 83 |
DIRECTOR NOMINEES
DIRECTOR NOMINEES
DIRECTOR NOMINEES
| SNAPSHOT OF 2018 DIRECTOR NOMINEES | | | | | | | All Director nominees exhibit: | | | | | | | | High integrity | | A commitment to sustainability and social issues | | A proven record of success | | | An appreciation of multiple cultures | | Innovative thinking | | Knowledge of corporate governance requirements and practices | | Our Director nominees exhibit an effective mix of skills, experience, diversity and fresh perspective | | | | | | | | | | | | |
DIRECTOR NOMINEES
High integrity An appreciation of multiple cultures A commitment to sustainability and social issues Innovative thinking A proven record of success Knowledge of corporate governance requirements and practices Our Director nominees exhibit an effective mix of skills, experience, diversity and fresh perspective 31% 0-2 years 19% 3-5 years 25% 6-10 years 25% Average Tenure 9.9 years Average Age 64.6 years Gender Diversity 31% women High Level of Financial Experience Diversity Innovation/Technology Experience Relevant Senior Leadership/Chief Executive Officer Experience Extensive Knowledge of the Company's Business and/or Industry Governmental or Geopolitical Expertise Broad International Exposure/Emerging Market Experience Marketing Experience Risk Oversight/Management Expertise
DIRECTOR NOMINEES
| Name | Age | Director Since | Primary Occupation | Committee Memberships(1) | | | | | | | Other Boards(2) | | | | | | A | C | DCG | E | F | MD | PIDR | | | Herbert A. Allen | 78 | 1982 | President, Chief Executive Officer and Director, Allen & Company Incorporated | | | | | | | | 0 | | Ronald W. Allen* | 76 | 1991 | Former Chairman of the Board, President and Chief Executive Officer, Aaron’s Inc. | | | | | | | | 2 | | Marc Bolland* | 58 | 2015 | Head of European Portfolio Operations, Blackstone Group L.P. | | | | | | | | 2 | | Ana Botín* | 57 | 2013 | Executive Chair, Banco Santander, S.A. | | | | | | | | 2 | | Richard M. Daley* | 75 | 2011 | Executive Chairman, Tur Partners LLC; Of Counsel, Katten Muchin Rosenman LLP | | | | | | | | 0 | | Christopher C. Davis* | 52 | Nominee | Chairman, Davis Selected Advisers–NY, Inc. | | (3) | | | | | | 4 | | Barry Diller* | 76 | 2002 | Chairman of the Board and Senior Executive, IAC/InterActiveCorp and Expedia, Inc. | | | | | | | | 2 | | Helene D. Gayle* | 62 | 2013 | Chief Executive Officer, The Chicago Community Trust | | | | | | | | 1 | | Alexis M. Herman* | 70 | 2007 | Chair and Chief Executive Officer, New Ventures LLC | | | | | | | | 3 | | Muhtar Kent | 65 | 2008 | Chairman of the Board, The Coca-Cola Company | | | | | | | | 1 | | Robert A. Kotick* | 55 | 2012 | Chief Executive Officer and Director, Activision Blizzard, Inc. | | | | | | | | 1 | | Maria Elena Lagomasino* | 68 | 2008 | Chief Executive Officer and Managing Partner, WE Family Offices | | | | | | | | 1 | | Sam Nunn* | 79 | 1997 | Co-Chairman, Nuclear Threat Initiative | | | | | | | | 0 | | James Quincey | 53 | 2017 | President and Chief Executive Officer, The Coca-Cola Company | | | | | | | | 0 | | Caroline J. Tsay* | 36 | Nominee | Chief Executive Officer, Compute Software, Inc. | (4) | | | | | | | 2 | | David B. Weinberg* | 66 | 2015 | Chairman and Chief Executive Officer, Judd Enterprises, Inc. | | | | | | | | 0 |
DIRECTOR NOMINEES
| * Independent Director | | Chair | | Member | | 1 A = Audit Committee; C = Compensation Committee; DCG = Committee on Directors and Corporate Governance; E = Executive Committee; F = Finance Committee; MD = Management Development Committee; PIDR = Public Issues and Diversity Review Committee 2 Other public company boards. For Mr. Davis, includes investment company directorships in Selected Funds, Davis Funds and Clipper Funds Trust, three fund complexes which are advised by Davis Selected Advisers, L.P. and other entities controlled by Davis Selected Advisers, L.P. 3 Mr. Davis will be appointed to the Compensation Committee if elected. 4 Ms. Tsay will be appointed to the Audit Committee if elected. | | | | |
DIRECTOR NOMINEES
| | 2018 Proxy Statement | 8 |
2017 COMPENSATION
| Name and Principal Position | Salary ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Non- qualified Deferred Compensation Earnings(1)($) | All Other Compensation ($) | Total ($) | Total Without Change in Pension Value(2) ($) | | Muhtar Kent(3) Chairman of the Board and Former Chief Executive Officer | $1,200,000 | $6,813,726 | $1,920,772 | $1,800,000 | $2,368,071 | $689,870 | $14,792,439 | $12,424,368 | | James Quincey(4) President and Chief Executive Officer | 1,177,167 | 4,769,612 | 1,344,540 | 2,368,493 | 392,126 | 530,292 | 10,582,230 | 10,190,104 | | Kathy N. Waller(5) Executive Vice President, Chief Financial Officer and President, Enabling Services | 818,287 | 2,205,955 | 621,851 | 956,250 | 1,760,981 | 81,162 | 6,444,486 | 4,683,505 | | Marcos de Quinto(6) Former Executive Vice President and Chief Marketing Officer | 784,088 | 2,416,038 | 681,074 | 573,566 | 504,246 | 1,629,411 | 6,588,423 | 6,084,177 | | J. Alexander M. Douglas, Jr.(7) Executive Vice President and President, Coca-Cola North America | 723,445 | 1,873,768 | 528,214 | 723,445 | 845,431 | 79,997 | 4,774,300 | 3,928,869 | | Irial Finan(8) Executive Vice President and President, Bottling Investments Group | 914,769 | 2,697,124 | 760,303 | 1,097,723 | 463,763 | 84,819 | 6,018,501 | 5,554,738 | | Brian J. Smith President, Europe, Middle East and Africa Group | 650,000 | 1,873,768 | 528,214 | 731,250 | 445,128 | 153,550 | 4,381,910 | 3,936,782 | | 1 Pension values may fluctuate significantly from year to year depending on a number of factors, including age, years of service, average annual earnings and the assumptions used to determine the present value, such as the discount rate. For 2017, the discount rate assumption used to determine the actuarial present value of accumulated pension benefits, as required by SEC rules, was lower than in 2016. For Mr. Kent, this lower discount rate assumption was a significant reason for the increase in pension value. 2 Total Without Change in Pension Value represents total compensation, as determined under applicable SEC rules, minus the change in pension value reported in the Change in Pension Value and Nonqualified Deferred Compensation Earnings column (but including the nonqualified deferred compensation earnings reported in that column, if any). 3 In addition to serving as Chairman of the Board, Mr. Kent served as Chief Executive Officer through April 30, 2017. 4 Mr. Quincey served as President and Chief Operating Officer through April 30, 2017. Mr. Quincey succeeded Mr. Kent as Chief Executive Officer effective May 1, 2017. 5 In addition to serving as Executive Vice President and Chief Financial Officer, Ms. Waller assumed the role of President, Enabling Services effective May 1, 2017. 6 Mr. de Quinto will be retiring from the Company on August 31, 2018. Mr. de Quinto served as Executive Vice President and Chief Marketing Officer through April 30, 2017, when he transitioned to Senior Creative Advisor. 7 Mr. Douglas retired from the Company on March 1, 2018. 8 Mr. Finan will be retiring from the Company on March 31, 2018. | | | | | | | | |
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS ✹
Director Nominee Selection Process
Director Nominee Selection Process The Committee on Directors and Corporate Governance is responsible for recommending to the Board a slate of nominees for election at each Annual Meeting of Shareowners. Nominees may be suggested by Directors, members of management, shareowners or, in some cases, by a third-party firm. The Committee on Directors and Corporate Governance considers a wide range of factors when assessing potential Director nominees. This assessment includes a review of the potential nominee’s judgment, experience, independence, understanding of the Company’s business or other related industries and such other factors as the Committee concludes are pertinent in light of the current needs of the Board. A potential nominee’s qualifications are considered to determine whether they meet the qualifications required of all Directors and the key qualifications and experience to be represented on the Board, as described above. Further, the Committee on Directors and Corporate Governance assesses how each potential nominee would impact the skills and experience represented on the Board as a whole in the context of the Board’s overall composition and the Company’s current and future needs.
2018 Director Nominees
2018 Director Nominees Our By-Laws provide that the number of Directors shall be determined by the Board, which has set the number at 16. Upon the recommendation of the Committee on Directors and Corporate Governance, the Board has nominated each of Herbert A. Allen, Ronald W. Allen, Marc Bolland, Ana Botín, Richard M. Daley, Christopher C. Davis, Barry Diller, Helene D. Gayle, Alexis M. Herman, Muhtar Kent, Robert A. Kotick, Maria Elena Lagomasino, Sam Nunn, James Quincey, Caroline J. Tsay and David B. Weinberg for election as a Director. All of the nominees are independent under New York Stock Exchange (“NYSE”) corporate governance rules, except Herbert A. Allen, Muhtar Kent and James Quincey. See Director Independence and Related Person Transactions beginning on page 38. Each of the Director nominees currently serves on the Board and was elected by the shareowners at the 2017 Annual Meeting of Shareowners, except for Ms. Tsay and Mr. Davis, each of whom was nominated by the Board in February 2018 to stand for election at the 2018 Annual Meeting of Shareowners. Ms. Tsay and Mr. Davis were identified as potential Directors by the Committee on Directors and Corporate Governance, who determined that each was qualified under the Committee’s criteria. If elected, each nominee will hold office until the 2019 Annual Meeting of Shareowners and until his or her successor is elected and qualified. We have no reason to believe that any of the nominees will be unable or unwilling to serve if elected. However, if any nominee should become unable for any reason or unwilling for good cause to serve, proxies may be voted for another person nominated as a substitute by the Board, or the Board may reduce the number of Directors. Included in each Director nominee’s biography below is a description of select key qualifications and experience of such nominee based on the qualifications described above. The Board and the Committee on Directors and Corporate Governance believe that the combination of the various qualifications and experiences of the Director nominees would contribute to an effective and well-functioning Board and that, individually and as a whole, the Director nominees possess the necessary qualifications to provide effective oversight of the business and quality advice and counsel to the Company’s management. The Board of Directors recommends a vote FOR the election of each of the Director nominees.
2018 Director Nominees
| SNAPSHOT OF 2018 DIRECTOR NOMINEES | | | | | | | All Director nominees exhibit: | | | | | | | | High integrity | | A commitment to sustainability and social issues | | A proven record of success | | | An appreciation of multiple cultures | | Innovative thinking | | Knowledge of corporate governance requirements and practices | | Our Director nominees exhibit an effective mix of skills, experience, diversity and fresh perspective | | | | | | | | | | | | |
2018 Director Nominees
High integrity An appreciation of multiple cultures A commitment to sustainability and social issues Innovative thinking A proven record of success Knowledge of corporate governance requirements and practices Our Director nominees exhibit an effective mix of skills, experience, diversity and fresh perspective 31% 0-2 years 19% 3-5 years 25% 6-10 years 25% Average Tenure 9.9 years Average Age 64.6 years Gender Diversity 31% women High Level of Financial Experience Diversity Innovation/Technology Experience Relevant Senior Leadership/Chief Executive Officer Experience Extensive Knowledge of the Company's Business and/or Industry Governmental or Geopolitical Expertise Broad International Exposure/Emerging Market Experience Marketing Experience Risk Oversight/Management Expertise
2018 Director Nominees
| | 2018 Proxy Statement | 18 |
2018 Director Nominees
| Herbert A. Allen | | | | | Mr. Allen is President, Chief Executive Officer and a Director of Allen & Company Incorporated, a privately held investment firm, and has held these positions for more than the past five years. He previously served as a Director of Convera Corporation from 2000 to 2010. | Director since 1982 Age: 78 Board Committees: Executive, Finance, Management Development (Chair) Other Public Company Boards: None |
2018 Director Nominees
| Key Qualifications and Experience: | | | | High Level of Financial Experience Extensive experience in venture capital, underwriting, mergers and acquisitions, private placements and money management services at Allen & Company Incorporated. Supervises Allen & Company Incorporated’s principal financial and accounting officers on all matters related to the firm’s financial position and results of operations and the presentation of its financial statements. | | | Relevant Senior Leadership/Chief Executive Officer Experience President and Chief Executive Officer of Allen & Company Incorporated, a preeminent investment firm focused on the media, entertainment and technology industries. | | | Extensive Knowledge of the Company’s Business and/or Industry Director of the Company since 1982 and through Allen & Company Incorporated, has served as financial advisor to the Company and its bottling partners on numerous transactions. | | | Marketing Experience Significant marketing experience through ownership of a controlling interest and management of Columbia Pictures, a film production and distribution studio, from 1973 to 1982, and through a ten-year public company directorship at Convera Corporation, a company that used technology to help clients build an online community and increase their Internet advertising revenues. | | | Risk Oversight/Management Expertise Extensive experience managing risk as President and Chief Executive Officer of Allen & Company Incorporated, including overseeing and advising on principal investments, public and private capital markets transactions and merger and acquisition transactions. |
2018 Director Nominees
| Ronald W. Allen | | | | | Mr. Allen served as Chief Executive Officer of Aaron’s, Inc. from February 2012 until his retirement in August 2014. Mr. Allen served as a Director of Aaron’s, Inc. from 1997 until August 2014. Mr. Allen also served as President of Aaron’s, Inc. from February 2012 to April 2014 and as Chairman of the Board of Aaron’s, Inc. from November 2012 until April 2014. Mr. Allen served as interim President and Chief Executive Officer of Aaron’s, Inc. from November 2011 to February 2012. Mr. Allen retired as the Chairman of the Board, President and Chief Executive Officer of Delta Air Lines, Inc. (“Delta”), one of the world’s largest global airlines, in July 1997. From July 1997 through July 2005, Mr. Allen was a consultant to and Advisory Director of Delta. He previously served as a Director of Guided Therapeutics Inc. from 2008 to January 2014. | Director since 1991 Age: 76 Board Committees: Audit (Chair), Finance Other Public Company Boards: Aircastle Limited (since 2006) and Forward Air Corporation (2011-2013 and since 2014) |
2018 Director Nominees
| Key Qualifications and Experience: | | | | High Level of Financial Experience Oversaw financial matters in his role as Chairman of the Board, President and Chief Executive Officer of Aaron’s, Inc., a leader in the sales and lease ownership and specialty retailing of residential furniture, consumer electronics, home appliances and accessories, and also served on its Audit Committee prior to becoming interim President and Chief Executive Officer. Serves on the Audit Committee of Aircastle Limited, a global company that acquires, leases and sells commercial jet aircraft to customers throughout the world. Served on the Investment Committee of Interstate Hotels & Resorts, Inc., a large independent hotel management company of major global brands. | | | Relevant Senior Leadership/Chief Executive Officer Experience Served as Chief Executive Officer of Aaron’s, Inc. from February 2012 to August 2014 and as its President from February 2012 to April 2014. Served as Chief Executive Officer and President of Delta from 1987 to 1997. During his tenure at Delta, he managed the company through very difficult times, brought it back to sustained profitability, established a program to lower the airline’s cost structure and grew the business through expansion into foreign markets. | | | Broad International Exposure/Emerging Market Experience Former Chairman and Chief Executive Officer of Delta, a global carrier with service to countries on six continents. Serves as a Director at Aircastle Limited and served as a Director at Interstate Hotels & Resorts, Inc. from 2006 to 2010, each of which has international operations. | | | Extensive Knowledge of the Company’s Business and/or Industry Director of the Company since 1991. Significant manufacturing experience as a senior executive at Aaron’s, Inc., whose business includes a furniture manufacturing division. | | | Risk Oversight/Management Expertise Extensive risk oversight and management experience as Chief Executive Officer of both Delta and Aaron’s, Inc., and experience overseeing risk as a member of the Audit Committee of Aircastle Limited. |
2018 Director Nominees
| | 2018 Proxy Statement | 19 |
2018 Director Nominees
| Marc Bolland | | | | | Mr. Bolland is the Head of European Portfolio Operations of The Blackstone Group L.P.’s private equity businesses and has held this position since September 2016. Mr. Bolland served as Chief Executive Officer and a Director of Marks & Spencer Group p.l.c. (“Marks & Spencer”), an international, multi-channel retailer, from May 2010 to April 2016. He served as Chief Executive Officer and a Director of WM Morrison Supermarkets PLC, a leading supermarket chain in the UK, from September 2006 to April 2010. He served as Chief Operating Officer of Heineken N.V., one of the world’s largest brewers, from 2005 to July 2006, and as an executive board member of Heineken N.V. from 2001 to July 2006. Mr. Bolland started his career at Heineken N.V. in the Netherlands in 1987, serving in several international management positions including Managing Director of Heineken Export Group Worldwide, a subsidiary of Heineken N.V., from 1999 to 2001, and Managing Director of Heineken Slovensko, a subsidiary of Heineken N.V., from 1995 to 1998. He previously served as a Director of ManpowerGroup Inc. from 2004 to February 2015. | Director since 2015 Age: 58 Board Committees: Audit Other Public Company Boards: International Consolidated Airlines Group, S.A. (since 2016) and Exor N.V. (since 2016) |
2018 Director Nominees
| Key Qualifications and Experience: | | | | High Level of Financial Experience Extensive operational and financial experience as Chief Executive Officer of Marks & Spencer, Chief Executive Officer of WM Morrison Supermarkets PLC and Chief Operating Officer of Heineken N.V., all public companies, and as head of European Portfolio Operations, The Blackstone Group L.P. | | | Relevant Senior Leadership/Chief Executive Officer Experience From 2010 to 2016, served as Chief Executive Officer of Marks & Spencer, an international, multi-channel retailer based in the UK. From 2006 to 2010, served as Chief Executive Officer of WM Morrison Supermarkets PLC where he successfully led the development and implementation of its long-term strategy, turning around the business. | | | Broad International Exposure/Emerging Market Experience Appointed a UK Business Ambassador by the British Prime Minister to promote the UK in overseas markets and highlight trade and investment opportunities. Led international expansion of Marks & Spencer, which has stores in the UK and international locations. In addition, while at Heineken N.V., he was Managing Director in Slovakia, Managing Director for Heineken Export Worldwide and had responsibility for Western Europe, the U.S., Latin America, Northern Africa and Global Marketing. | | | Marketing Expertise Extensive marketing and retail expertise as Chief Executive Officer of Marks & Spencer and WM Morrison Supermarkets PLC, as well as serving as Chief Operating Officer and head of Global Marketing for Heineken N.V., where he was responsible for brand and marketing strategies. | | | Risk Oversight/Management Expertise Extensive experience overseeing risk as Chief Executive Officer of Marks & Spencer and WM Morrison Supermarkets PLC, and as Chief Operating Officer of Heineken N.V. Additional risk management experience as head of The Blackstone Group L.P.’s European Portfolio Operations and as Director and Safety Committee member of International Consolidated Airlines Group, S.A., one of the world’s largest airline groups. |
2018 Director Nominees
| Ana Botín | | | | | Ms. Botín is Executive Chair of Banco Santander, S.A., the parent bank of Grupo Santander, and has held this position since September 2014. She has served as a Director of Banco Santander, S.A. since 1989. Ms. Botín served as Chief Executive Officer of Santander UK plc, a leading financial services provider in the UK and subsidiary of Banco Santander, S.A., from December 2010 to September 2014. She has served as a Director of Santander UK plc since December 2010. Ms. Botín served as Executive Chair of Banco Español de Crédito, S.A., also a subsidiary of Banco Santander, S.A., from 2002 to 2010. She started her 35-year career in the banking industry at JP Morgan in New York in 1981 and in 1988 joined Banco Santander, S.A., where she established and led its international corporate banking business in Latin America in the 1990s. She previously served as a Director of Assicurazioni Generali S.p.A., a global insurance company based in Italy, from 2004 to 2011. | Director since 2013 Age: 57 Board Committees: Directors and Corporate Governance Other Public Company Boards: Banco Santander, S.A. (since 1989) and Santander UK plc (since 2010) |
2018 Director Nominees
| Key Qualifications and Experience: | | | | High Level of Financial Experience Internationally recognized expert in the investment banking industry with knowledge of global macroeconomic issues. Over 37 years of experience in investment and commercial banking. Has served as Executive Chair of Banco Santander, S.A. since September 2014 and a member of Banco Santander, S.A.’s Board and Executive Committee since 1989 and of its Management Committee since 1994. Began career at JP Morgan in New York in 1981 where she worked in its investment banking and treasury service areas until 1988. Joined Banco Santander, S.A. in 1988, and subsequently served as Executive Chair of Banco Español de Crédito, S.A. from 2002 to 2010 and as Chief Executive Officer of Santander UK plc from 2010 to September 2014. | | | Relevant Senior Leadership/Chief Executive Officer Experience Executive Chair of Banco Santander, S.A. since September 2014. Also served as Chief Executive Officer of Santander UK plc from 2010 to September 2014. | | | Broad International Exposure/Emerging Market Experience Executive Chair of Banco Santander, S.A., a global financial institution with operations in Europe, North America, Latin America and Asia. Board member of the Institute of International Finance, a global association of the financial industry. Founder and Vice Chair of Fundación Empresa y Crecimiento, which finances small and medium sized companies in Latin America, and founder and Chair of CyD Foundation, a nonprofit organization that supports and promotes the contribution of Spanish universities to the country’s economic and social development. Co-founder and Chair of Fundación Empieza Por Educar, the Spanish member of the global Teach For All network. | | | Diversity Spanish national; female. | | | Risk Oversight/Management Expertise Extensive experience in the oversight and management of risks associated with retail and commercial banking activities as Executive Chair of Banco Santander, S.A., Chief Executive Officer of Santander UK plc and Executive Chair of Banco Español de Crédito, S.A. |
2018 Director Nominees
| | 2018 Proxy Statement | 20 |
2018 Director Nominees
| Richard M. Daley | | | | | Mr. Daley was the Mayor of Chicago from 1989 to 2011. Mr. Daley is the Executive Chairman of Tur Partners LLC, an investment and advisory firm focusing on sustainable solutions within the urban environment, and has held this position since May 2011. He is an Of Counsel at Katten Muchin Rosenman LLP, a full-service law firm with attorneys in locations across the U.S. and in London and Shanghai, and has held this position since June 2011. Mr. Daley also has been a distinguished senior fellow at the University of Chicago Harris School of Public Policy since May 2011. From October 2011 to October 2016, he served as a senior advisor to JPMorgan Chase & Co., where he chaired the Global Cities Initiative, a joint project of JPMorgan Chase & Co. and the Brookings Institution to help cities identify and leverage their greatest economic development resources. He previously served as a Director of Diamond Resorts International, Inc. from July 2013 to September 2016. | Director since 2011 Age: 75 Board Committees: Audit, Directors and Corporate Governance Other Public Company Boards: None |
2018 Director Nominees
| Key Qualifications and Experience: | | | | High Level of Financial Experience Significant financial experience as Executive Chairman of Tur Partners LLC, a North American principal investment firm, Executive Chairman of DaleyTang, LLC, an international strategic advisory and investment management firm, and as Mayor of Chicago, where he managed the city’s budget. | | | Relevant Senior Leadership/Chief Executive Officer Experience As Mayor of Chicago, managed all aspects of a complex governmental organization, including its multi-billion dollar budget and over 30 departments with over 35,000 employees. Serves as Executive Chairman of Tur Partners LLC. | | | Broad International Exposure/Emerging Market Experience As Mayor, helped Chicago become a prominent player in the global economy. Particular focus on developing relationships in China through efforts such as the Chicago-China Friendship Initiative Campaign. Ongoing international exposure with policymakers from around the world as distinguished senior fellow at the University of Chicago Harris School of Public Policy. | | | Governmental or Geopolitical Expertise Over a 42-year career in public service. Mayor of Chicago for 22 years and the longest serving Mayor in Chicago’s history. As Mayor, earned a reputation for improving Chicago’s quality of life, public school system and infrastructure, strengthening the economy and helping Chicago become among the most environmentally friendly cities in the world. | | | Risk Oversight/Management Expertise Significant expertise in managing and overseeing risks as Mayor of Chicago, including emergency and crisis management and oversight of governmental, economic, environmental, human resources and social risks. |
2018 Director Nominees
| Christopher C. Davis | | | | | Mr. Davis is Chairman of Davis Selected Advisers-NY, Inc., a registered investment advisory firm, and has held this position since 1997. He joined Davis Selected Advisers, L.P. (“Davis Advisors”) in 1989 as a financial analyst and in 1995, became a portfolio manager of the firm’s flagship funds, Davis New York Venture Fund and Selected American Shares. Mr. Davis is also a Director and officer of a number of mutual funds advised by Davis Advisors, as well as other entities controlled by Davis Advisors. | Director Nominee Age: 52 Board Committees: Compensation (if elected) Other Public Company Boards: Graham Holdings Company (since 2006), Selected Funds (consisting of two portfolios) (since 1998), Davis Funds (consisting of 13 portfolios) (since 1997) and Clipper Funds Trust (consisting of one portfolio) (Trustee since 2014) |
2018 Director Nominees
| Key Qualifications and Experience: | | | | High Level of Financial Experience More than 28 years of experience in investment management and securities research at Davis Advisors, an investment counseling firm that oversees approximately $30 billion of client assets, including ETFs, mutual funds, variable annuities and institutional separate accounts. Also serves as a portfolio manager for the Davis Large Cap Value Portfolios and a member of the research team for other portfolios. | | | Relevant Senior Leadership/Executive Officer Experience Has served as Chairman of Davis Selected Advisers–NY, Inc. since 1997, and as a Director and officer of a number of mutual funds advised by Davis Advisors, as well as other entities controlled by Davis Advisors. | | | Broad International Exposure/Emerging Market Experience With about half of the world’s market capitalization outside the U.S., Davis Advisors, under the leadership of Mr. Davis, seeks investment growth opportunities and diversification potential that international companies in both developed and developing markets provide. | | | Marketing Experience Under the leadership of Mr. Davis, Davis Advisors is widely recognized as a premier investment manager serving individual investors worldwide, identifying investment opportunities both within and outside the U.S. in developed and developing markets and providing investors access to these investment opportunities. | | | Risk Oversight/Management Expertise Extensive experience evaluating strategic investments and transactions and managing risk against the volatility of equity markets during his 28-year career at Davis Advisors. |
2018 Director Nominees
| | 2018 Proxy Statement | 21 |
2018 Director Nominees
| Barry Diller | | | | | Mr. Diller has served as Chairman and Senior Executive of IAC/InterActiveCorp, a leading media and Internet company, since December 2010. Prior to that time, Mr. Diller held the positions of Chairman and Chief Executive Officer of IAC/InterActiveCorp (and its predecessor companies) since August 1995 and ceased serving as Chief Executive Officer in December 2010. Mr. Diller has served as Chairman and Senior Executive of Expedia, Inc., an online travel company, since August 2005. Mr. Diller has also served as Special Advisor to TripAdvisor, Inc., an online travel company, since April 2013, and served as its Chairman and Senior Executive from December 2011, when it was spun off from Expedia, Inc., until December 2012, and was a member of its Board until April 2013. Mr. Diller also served as the non-executive Chairman of Live Nation Entertainment, Inc. from January 2010 to October 2010 and was a member of its Board until January 2011. He previously served as a Director of Graham Holdings Company from September 2000 to January 2017. | Director since 2002 Age: 76 Board Committees: Directors and Corporate Governance, Executive, Finance (Chair), Management Development Other Public Company Boards: Expedia, Inc. (since 2005) and IAC/InterActiveCorp (since 1995) |
2018 Director Nominees
| Key Qualifications and Experience: | | | | High Level of Financial Experience Extensive experience in financings, mergers, acquisitions, investments and strategic transactions, including transactions with Silver King Broadcasting, QVC, Inc., Ticketmaster Entertainment, Inc. and Home Shopping Network, Inc. Served on the Finance Committee of Graham Holdings Company, a diversified education and media company. | | | Relevant Senior Leadership/Chief Executive Officer Experience Served as Chief Executive Officer of IAC/InterActiveCorp (and its predecessors) from 1995 to 2010. Beginning with QVC, Inc. in 1992, served as chief executive for a number of predecessor companies engaged in media and interactivity prior to the formation of IAC/InterActiveCorp. Previously served as Chief Executive Officer of Fox, Inc. (“Fox”) from 1984 to 1992 and was responsible for the creation of Fox Broadcasting Company, in addition to Fox’s motion picture operations. Prior to joining Fox, served for ten years as Chief Executive Officer of Paramount Pictures Corporation. | | | Broad International Exposure/Emerging Market Experience Chairman of the Board and Senior Executive of IAC/InterActiveCorp, a leading media and Internet company focused on the areas of search and applications, dating, education and fitness businesses, media and e-commerce, whose family of websites is one of the largest in the world. Chairman of the Board and Senior Executive of Expedia, Inc., one of the world’s leading online travel companies. Served as Chairman of the Board and Senior Executive of TripAdvisor, Inc., the world’s largest travel site. Served as a member of the Council on Foreign Relations. | | | Marketing Experience Chairman and Senior Executive of IAC/InterActiveCorp, a leading media and Internet company comprised of widely known consumer brands, such as HomeAdvisor, Vimeo, Dictionary.com, The Daily Beast, Investopedia, and Match Group’s online dating portfolio. Chairman and Senior Executive of Expedia, Inc., an online travel company which markets a variety of leisure and business travel products. | | | Innovation/Technology Experience Extensive experience and leadership roles in the media and Internet sectors, including experience at IAC/InterActiveCorp, with businesses in the marketing and technology industries, with brands such as Ask.com, About.com, Match, HomeAdvisor, DailyBurn and Vimeo, at Expedia, Inc., an online travel company, which empowers business and leisure travelers through technology with tools to efficiently research, plan, book and experience travel, and at TripAdvisor, Inc., which operates the flagship TripAdvisor-branded websites and numerous other travel brands. |
2018 Director Nominees
| Helene D. Gayle | | | | | Dr. Gayle is Chief Executive Officer of The Chicago Community Trust, a community foundation dedicated to improving the Chicago region through strategic grant making, civic engagement and inspiring philanthropy, and has held this position since October 2017. Dr. Gayle held the position of Chief Executive Officer of McKinsey Social Initiative, an independent nonprofit organization founded by McKinsey & Company, which brings together expert problem solvers to develop innovative approaches to complex social challenges, from July 2015 to September 2017. She held the positions of President and Chief Executive Officer of CARE USA, a leading international humanitarian organization, from 2006 to 2015. From 2001 to 2006, she served as program director in the Global Health Program at the Bill & Melinda Gates Foundation. Dr. Gayle started her career in public health at the U.S. Centers for Disease Control and Prevention (“CDC”) in 1984 where she served for 20 years, holding various positions, ultimately becoming the director of the CDC’s National Center for HIV, STD and TB Prevention in 1995. | Director since 2013 Age: 62 Board Committees: Compensation, Public Issues and Diversity Review Other Public Company Boards: Colgate-Palmolive Company (since 2010) |
2018 Director Nominees
| Key Qualifications and Experience: | | | | Relevant Senior Leadership/Chief Executive Officer Experience Chief Executive Officer of The Chicago Community Trust, a community foundation with assets of $2.8 billion, and former Chief Executive Officer of McKinsey Social Initiative, a nonprofit focused on developing innovative approaches to complex social challenges. Former President and Chief Executive Officer of CARE USA, a leading humanitarian organization fighting global poverty, with operating support and revenues exceeding $500 million per year. | | | Broad International Exposure/Emerging Market Experience Implemented the McKinsey Social Initiative’s Generation program, which is aimed at fighting unemployment globally, including an initial goal of connecting one million young people across five countries with skills and jobs by 2020. Experience managing international operations at CARE USA, which has long-term programs in 94 countries around the world, primarily in emerging markets. Helped develop global health initiatives in leadership roles at the CDC and the Bill & Melinda Gates Foundation. Serves on the Board of Trustees of the Center for Strategic and International Studies, the Brookings Institution and the Rockefeller Foundation. Member of the Council on Foreign Relations. | | | Diversity African-American; female. | | | Innovation/Technology Experience As former Chief Executive Officer of McKinsey Social Initiative, significant experience using innovative approaches and initiatives to solve complex social challenges. As former Chief Executive Officer of CARE USA, extensive experience working to find innovative and sustainable solutions to challenging development problems. At the CDC and the Bill & Melinda Gates Foundation, led initiatives aimed at developing innovative technologies for disease prevention and control. Former Chair of the Presidential Advisory Council on HIV/AIDS, advising the Secretary of Health and Human Services on innovative solutions, policies and programs to combat HIV/AIDS. Member of the National Academy of Medicine, an organization which works to address critical issues in health, medicine and related policy through its domestic and global initiatives. | | | Governmental or Geopolitical Expertise Extensive leadership experience in the global public health field through service at the CDC and through a leadership position with the Bill & Melinda Gates Foundation, directing programs on HIV/AIDS and other global health issues. Member of the U.S. Department of State’s Advisory Committee on International Economic Policy and the Secretary of State’s Advisory Committee on Public-Private Partnerships, and served on the President’s Commission on White House Fellowships. Achieved the rank of Assistant Surgeon General and Rear Admiral in the U.S. Public Health Service. Serves on the Board of Trustees of the Brookings Institution, a think tank whose mission is to improve governance at the local, national, regional and global levels. Also serves as a Director of New America Foundation, a nonpartisan public policy institute and think tank, and ONE, an international, nonpartisan advocacy and campaigning organization that fights extreme poverty and preventable disease, particularly in Africa. Member of the Board of Trustees of the Center for Strategic and International Studies, a preeminent international policy institution. |
2018 Director Nominees
| | 2018 Proxy Statement | 22 |
2018 Director Nominees
| Alexis M. Herman | | | | | Ms. Herman is Chair and Chief Executive Officer of New Ventures LLC, a risk management consulting firm, and has held these positions since 2001. She served as Chair of the Business Advisory Board of Sodexo, Inc., an integrated food and facilities management services company, through 2013 and serves as a member of Toyota Motor Corporation’s Diversity Advisory Board and Global Advisory Board. As Chair of the Company’s Human Resources Task Force from 2001 to 2006, Ms. Herman worked with the Company to identify ways to improve its human resources policies and practices following the November 2000 settlement of an employment lawsuit. From 1997 to 2001, she served as U.S. Secretary of Labor. | Director since 2007 Age: 70 Board Committees: Compensation, Public Issues and Diversity Review (Chair) Other Public Company Boards: Cummins Inc. (since 2001), Entergy Corporation (since 2003) and MGM Resorts International (since 2002) |
2018 Director Nominees
| Key Qualifications and Experience: | | | | Relevant Senior Leadership/Chief Executive Officer Experience Chief Executive Officer of New Ventures LLC, a risk management consulting firm. Former U.S. Secretary of Labor from 1997 to 2001. | | | Broad International Exposure/Emerging Market Experience Director of Cummins Inc., a global power leader that designs, manufactures, distributes and services diesel and natural gas engines and related technologies and serves customers in more than 190 countries and territories. Serves as Chair on Toyota’s Diversity Advisory Board. Served as Chair of the Working Party for the Role of Women in the Economy for the Organisation for Economic Co-operation and Development (“OECD”), an intergovernmental economic organization helping governments improve the economic and social well-being of people around the world. | | | Diversity African-American; female. | | | Governmental or Geopolitical Expertise Former U.S. Secretary of Labor from 1997 to 2001. Former White House Assistant to President Clinton and Director of the White House Office of Public Liaison. Served as Director of the Labor Department’s Women’s Bureau under President Jimmy Carter. Former Chief of Staff and former Vice Chair of the Democratic National Committee. Served as a Trustee of the Clinton Bush Haiti Fund, and as Chair of the Working Party for the Role of Women in the Economy for OECD. Serves as Chair of the Corporate Social Responsibility Committee for MGM Resorts International, a global hospitality company. | | | Risk Oversight/Management Expertise Significant expertise in management and oversight of labor and human relations risks, including handling the United Parcel Service workers’ strike in 1997 while U.S. Secretary of Labor. Chair of the Company’s Human Resources Task Force following the November 2000 settlement of an employment lawsuit. Serves as Lead Director and Chair of the Governance and Nominating Committee of Cummins Inc. Served as Chair of the Business Advisory Board at Sodexo, Inc. and member of the Audit Committee of MGM Resorts International. |
2018 Director Nominees
| Muhtar Kent | | | | | Mr. Kent is Chairman of the Board of the Company. He has held the position of Chairman of the Board since April 2009 and served as Chief Executive Officer from July 2008 through April 30, 2017. Mr. Kent served as President of the Company from December 2006 through August 2015 and as Chief Operating Officer of the Company from December 2006 through June 2008. From January 2006 through December 2006, Mr. Kent served as President of Coca-Cola International and was elected Executive Vice President of the Company in February 2006. From May 2005 through January 2006, he was President and Chief Operating Officer of the Company’s North Asia, Eurasia and Middle East Group, an organization serving a broad and diverse region that included China, Japan and Russia. Mr. Kent originally joined the Company in 1978 and held a variety of marketing and operations roles until 1995, when he became Managing Director of Coca-Cola Amatil Limited-Europe covering bottling operations in 12 countries. From 1999 until his return to the Company in May 2005, he served as President and Chief Executive Officer of Efes Beverage Group, a diversified beverage company with Coca-Cola and beer operations across Southeast Europe, Turkey and Central Asia. | Director since 2008 Age: 65 Board Committees: Executive (Chair) Other Public Company Boards: 3M Company (since 2013) |
2018 Director Nominees
| Key Qualifications and Experience: | | | | High Level of Financial Experience Substantial financial experience gained in roles as Chief Executive Officer and President of the Company and Efes Beverage Group, both multi-national companies. Oversight of complex financial transactions and profit and loss responsibility during prior operations and leadership roles with the Company. Serves on the Compensation Committee and as Chair of the Finance Committee of the Board of Directors of 3M Company. | | | Relevant Senior Leadership/Chief Executive Officer Experience In addition to serving as the Company’s Chief Executive Officer, served as President and Chief Executive Officer of Efes Beverage Group. | | | Broad International Exposure/Emerging Market Experience Over 37 years of Coca-Cola system experience including extensive experience in international markets. Director of 3M Company, a diversified technology company with a global presence. Member of the Board of Trustees of the United States Council for International Business and member of the Board of Directors of the Special Olympics. Member of the Chairman’s Council of the World Economic Forum and former Chairman of the International Business Council of the World Economic Forum. Former member of the Board of Directors of the National Committee on United States-China Relations, former member of the Board of Directors and past Chairman of the United States-China Business Council and former member of the Board of Directors and past Co-Chair of The Consumer Goods Forum. Former member of the Board of Trustees of the Center for Strategic and International Studies. | | | Extensive Knowledge of the Company’s Business and/or Industry Chairman of the Board (since 2009), Chief Executive Officer (2008 through April 30, 2017), Chief Operating Officer (December 2006 to 2008) and President (December 2006 to 2015) of the Company. Joined the Company in 1978, holding a variety of marketing and operations leadership positions over the course of his career in the Coca-Cola system. | | | Governmental or Geopolitical Expertise Serves as Director of the American Turkish Society whose mission is to enhance business, economic, political and cultural ties between the U.S. and Turkey, and as a member of the Concordia Leadership Council whose vision aims to create a global community where challenges are solved collaboratively and inclusively. Served as Trustee for the Center for Strategic and International Studies, a preeminent international policy institution, and served as a Director of the National Committee on United States-China Relations. Also serves as a Director of Special Olympics International, the Hellenic Initiative and Suu Foundation, and as Advisory Board Member of Tsinghua University School of Economics and Management. |
2018 Director Nominees
| | 2018 Proxy Statement | 23 |
2018 Director Nominees
| Robert A. Kotick | | | | | Mr. Kotick is Chief Executive Officer and a Director of Activision Blizzard, Inc., a leading global developer and publisher of interactive entertainment, positions he has held since 2008. Mr. Kotick served as Chairman and Chief Executive Officer of Activision, Inc., the predecessor to Activision Blizzard, Inc., from 1991 to 2008. Mr. Kotick is the co-founder of the Call of Duty Endowment, a nonprofit, public benefit corporation that seeks to help organizations that provide job placement and training services for veterans. | Director since 2012 Age: 55 Board Committees: Finance, Management Development Other Public Company Boards: Activision Blizzard, Inc. (since 1991) |
2018 Director Nominees
| Key Qualifications and Experience: | | | | High Level of Financial Experience Over 26 years of experience as Chief Executive Officer of Activision Blizzard, Inc. and its predecessor, including managing complex international operations and financial transactions. | | | Relevant Senior Leadership/Chief Executive Officer Experience Served as Chief Executive Officer of Activision Blizzard, Inc.’s predecessor for over 17 years and has served as Chief Executive Officer of Activision Blizzard, Inc. since 2008. | | | Marketing Experience Significant marketing experience with Activision Blizzard, Inc. and its predecessor, bringing extensive insight about key demographic groups and utilization of technology and social media in marketing. | | | Innovation/Technology Experience As Chief Executive Officer of Activision Blizzard, Inc., a worldwide leader in the development, publishing and distribution of high-quality interactive entertainment content and services and other media, is responsible for some of the most successful entertainment franchises, including Call of Duty®, Candy Crush™, Destiny®, Hearthstone®, Overwatch®, Skylanders® and World of Warcraft®. | | | Risk Oversight/Management Expertise Extensive experience overseeing risk as Chief Executive Officer of Activision Blizzard, Inc., including developing new intellectual properties and investments in complementary business opportunities. |
2018 Director Nominees
| Maria Elena Lagomasino | | | | | Ms. Lagomasino is Chief Executive Officer and Managing Partner of WE Family Offices, a global family office serving high net worth families, and has held these positions since March 2013. Ms. Lagomasino served as Chief Executive Officer of GenSpring Family Offices, LLC, an affiliate of SunTrust Banks, Inc., from November 2005 through October 2012. From 2001 to 2005, Ms. Lagomasino was Chairman and Chief Executive Officer of JPMorgan Private Bank, a division of JPMorgan Chase & Co., a global financial services firm. Prior to assuming this position, she was Managing Director of The Chase Manhattan Bank in charge of its Global Private Banking Group. Ms. Lagomasino had been with The Chase Manhattan Bank since 1983 in various positions in private banking. She served as a Director of the Company from April 2003 to April 2006. She previously served as a Director of Avon Products, Inc. from October 2000 to March 2016. | Director since 2008 Age: 68 Board Committees: Compensation (Chair), Directors and Corporate Governance, Management Development Other Public Company Boards: The Walt Disney Company (since 2015) |
2018 Director Nominees
| Key Qualifications and Experience: | | | | High Level of Financial Experience Over 35 years of experience in the financial industry and a recognized leader in the wealth management industry. Chief Executive Officer and Managing Partner of WE Family Offices, a global family office serving high net worth families. Former Chief Executive Officer of GenSpring Family Offices, LLC, a wealth management firm. Founding member of the Institute for the Fiduciary Standard, a nonprofit formed in 2011 to provide research, education and advocacy of the fiduciary standard’s importance to investors receiving investment and financial advice. | | | Relevant Senior Leadership/Chief Executive Officer Experience Serves as Chief Executive Officer of WE Family Offices and served as Chief Executive Officer of GenSpring Family Offices, LLC and JPMorgan Private Bank. | | | Broad International Exposure/Emerging Market Experience Significant international experience as Chief Executive Officer of GenSpring Family Offices, LLC and Chairman and Chief Executive Officer of JPMorgan Private Bank. During tenure with The Chase Manhattan Bank, served as Managing Director of the Global Private Banking Group, Vice President of private banking in the Latin America region and head of private banking for the western hemisphere. Over 40 years of experience working with Latin America. Exposure to international issues as a former Board member of the Americas Society and the Cuba Study Group, as a former Trustee of the National Geographic Society and as a member of the Council on Foreign Relations. | | | Diversity Hispanic; female. | | | Risk Oversight/Management Expertise Extensive oversight of risk associated with wealth management and investment strategies as Chief Executive Officer and Managing Partner of WE Family Offices, and as Chief Executive Officer of GenSpring Family Offices, LLC and JPMorgan Private Bank. |
2018 Director Nominees
| | 2018 Proxy Statement | 24 |
2018 Director Nominees
| Sam Nunn | | | | | Mr. Nunn is Co-Chairman of Nuclear Threat Initiative, a position he has held since 2001. He served as Chief Executive Officer of the Nuclear Threat Initiative from 2001 to June 2017. The Nuclear Threat Initiative is a nonprofit organization working to reduce the global threats from nuclear, biological and chemical weapons. He is Chairman Emeritus of the Board of Trustees of the Center for Strategic and International Studies. He served as a member of the U.S. Senate from 1972 through 1996. He previously served as a Director of Chevron Corporation from 1997 to 2011, Dell Inc. from 1999 to 2011 where he served as Lead Director, General Electric Company from 1997 to April 2013 and Hess Corporation from 2012 to May 2013. | Director since 1997; Lead Independent Director since 2014 Age: 79 Board Committees: Directors and Corporate Governance (Chair), Finance, Public Issues and Diversity Review Other Public Company Boards: None |
2018 Director Nominees
| Key Qualifications and Experience: | | | | High Level of Financial Experience Has served on the Company’s Finance Committee for over 20 years. Served on the Finance Committee of Dell Inc. and the Audit Committees of Dell Inc. and Scientific-Atlanta, Inc. | | | Relevant Senior Leadership/Chief Executive Officer Experience Serves as Co-Chairman of the Nuclear Threat Initiative, where he served as Chief Executive Officer from 2001 to June 2017, and served as Chairman of the Board of Trustees of the Center for Strategic and International Studies from 1999 to 2015. Former Senior Partner of King & Spalding LLP, a global law firm. Served as a U.S. Senator from Georgia from 1972 to 1996. | | | Broad International Exposure/Emerging Market Experience 16-year public company directorship at General Electric Company, a global digital industrial company which serves customers in approximately 180 countries. 14-year public company directorship at Chevron Corporation, which has U.S. and international subsidiaries that engage in fully integrated petroleum operations, chemicals operations, mining activities, power generation and energy services. 12-year public company directorship at Dell Inc., a global information technology company. Also served as a Director of Hess Corporation, a global independent energy company. Chairman Emeritus of the Board of Trustees of the Center for Strategic and International Studies, a preeminent international policy institution, where he served as Chairman from 1999 to November 2015. Foreign policy and global military experience as a member and chairman of the U.S. Senate Committee on Armed Services during his 24-year tenure in the U.S. Senate. | | | Marketing Experience Regular exposure to marketing and marketing-related technology through directorships at Dell Inc., a global information technology company, General Electric Company, a global digital industrial company, and Chevron Corporation, one of the world’s leading integrated energy companies. Over 30 years of experience with grassroots public relations interface. | | | Governmental or Geopolitical Expertise Recognized leader in the U.S. on national security and foreign policy. Extensive experience in government, public and social policy and international affairs as a result of his 24 years of service as a U.S. Senator for Georgia and since 2001 as Co-Chairman, and previously as Chief Executive Officer, of the Nuclear Threat Initiative. During his tenure in the U.S. Senate, chaired the Senate Committee on Armed Services and the Permanent Subcommittee on Investigations. Also served on the Senate Intelligence and Small Business Committees. Continues his service in the public policy arena as Distinguished Professor in the Sam Nunn School of International Affairs at Georgia Institute of Technology. Served as Chair of the Public Responsibilities Committee at General Electric Company and served as Chair of the Public Policy Committee at Chevron Corporation. |
2018 Director Nominees
| James Quincey | | | | | Mr. Quincey is President and Chief Executive Officer of the Company. He held the position of President and Chief Operating Officer of the Company from August 2015 through April 30, 2017 and succeeded Muhtar Kent as Chief Executive Officer of the Company on May 1, 2017. Mr. Quincey served as President of the Company’s Europe Group from January 2013 to August 2015, and as President of the Northwest Europe and Nordics business unit from October 2008 to January 2013. From December 2005 to October 2008, he served as President of the Mexico Division, and from December 2003 to December 2005, he served as President of the South Latin Division. Mr. Quincey joined the Company in 1996 as Director, Learning Strategy for the Latin America Group, and went on to serve in a series of operational roles of increasing responsibility in Latin America, leading to his appointment as President of the South Latin Division in 2003. | Director since 2017 Age: 53 Board Committees: N/A Other Public Company Boards: None |
2018 Director Nominees
| Key Qualifications and Experience: | | | | High Level of Financial Experience Extensive financial experience as President and Chief Executive Officer and in other leadership positions in the Company, including Chief Operating Officer, managing complex financial transactions, mergers and acquisitions, business strategy and international operations. | | | Relevant Senior Leadership/Chief Executive Officer Experience President and Chief Executive Officer of the Company since May 1, 2017. He also served as President and Chief Operating Officer of the Company from August 2015 through April 30, 2017 and as President of the Europe Group from January 2013 to August 2015. | | | Broad International Exposure/Emerging Market Experience Over 21 years of Coca-Cola system experience including extensive experience in international markets, such as Latin America and Europe. Responsibility for all of the Company’s operating units worldwide as President and Chief Operating Officer and currently as President and Chief Executive Officer. Member of the Board of Directors of the United States-China Business Council, the Consumer Goods Forum and the U.S.-UK Business Council. | | | Extensive Knowledge of the Company’s Business and/or Industry President and Chief Executive Officer (since May 1, 2017), President and Chief Operating Officer (2015 through April 30, 2017), President of the Europe Group (2013 to 2015), President of the Northwest Europe and Nordics business unit (2008 to 2013), and President of the Mexico Division (2005 to 2008) of the Company. Joined the Company in 1996 as Director, Learning Strategy for the Latin America Group and held various operational roles within the Coca-Cola system. | | | Innovation/Technology Experience Extensive innovation experience at the Company. As President and Chief Operating Officer, Mr. Quincey was responsible for the Company’s information technology function. In addition, as President of the Europe Group, Mr. Quincey implemented innovative strategies to improve the Company’s execution and brand portfolio. As President of the Northwest Europe and Nordics business unit, he oversaw the Company’s acquisition of innocent juice in 2009. During his tenure in Latin America, Mr. Quincey was instrumental in developing and executing a successful brand, pack, price and channel strategy, which has now been replicated in various forms throughout the Company’s global system, and in creating the Company’s current juice platform in Mexico under the Del Valle trademark through joint ventures with the Company’s bottling partners. |
2018 Director Nominees
| | 2018 Proxy Statement | 25 |
2018 Director Nominees
| Caroline J. Tsay | | | | | Ms. Tsay is Chief Executive Officer of Compute Software, Inc., an enterprise cloud infrastructure software company, and has held this position since January 2017. From March 2013 to December 2016, she served as Vice President and General Manager of Software at Hewlett Packard Enterprise Company (“HPE”), an information technology company. From April 2007 to March 2013, Ms. Tsay held several product leadership positions across the consumer search, e-commerce and advertising businesses at Yahoo! Inc., a digital media company. She previously served as a Director of Travelzoo Inc. from August 2015 to May 2017. | Director Nominee Age: 36 Board Committees: Audit (if elected) Other Public Company Boards: Rosetta Stone Inc. (since 2014) and Morningstar, Inc. (since 2017) |
2018 Director Nominees
| Key Qualifications and Experience: | | | | Relevant Senior Leadership/Executive Officer Experience Has served as Chief Executive Officer of Compute Software, Inc. since January 2017. Served as Vice President and General Manager of Software at HPE from March 2013 to December 2016. | | | Marketing Experience At Compute Software, Inc. is responsible for developing an enterprise software platform for customers running in the cloud. At HPE, was responsible for engaging customers and partners through several new digital experiences, digital marketing, and specialized sales models to drive growth in new customers and revenue. At Yahoo! Inc., held leadership positions across the consumer search, e-commerce and advertising businesses. Advisory board member of AdRoll, a marketing technology company that provides performance advertising and prospecting solutions to advertisers worldwide. | | | Innovation/Technology Experience As Chief Executive Officer and Co-Founder of Compute Software, Inc., responsible for developing the artificial intelligence and decision sciences-based software platform that dynamically optimizes cloud resource decisions and maximizes business value for companies running in the cloud. At HPE, created a new business and platform for offering customers enterprise software, including DevOps, Cybersecurity, Big Data and Application Development software. At Yahoo! Inc., was Senior Director of Product Management for Yahoo! Search and E-Commerce where she launched consumer internet innovations that drove 500 million daily visits and $3.5 billion in revenue. Prior to Yahoo! Inc., spent three years at International Business Machines Corporation as a senior consultant focused on providing supply chain solutions to clients in the retail, high tech, and travel industries. Recognized as one of The National Diversity Council’s 2015 Top 50 Most Powerful Women in Technology. | | | Diversity Asian; female. | | | Risk Oversight/Management Expertise Extensive experience overseeing risk associated with the development and growth of enterprise software and consumer internet businesses as Chief Executive Officer and Co-Founder of Compute Software, Inc., and in her product leadership roles with HPE and Yahoo! Inc. Serves on the Audit Committee of Morningstar, Inc. and is Chair of the Business Advisory Committee at Rosetta Stone Inc. |
2018 Director Nominees
| David B. Weinberg | | | | | Mr. Weinberg is Chairman of the Board and Chief Executive Officer of Judd Enterprises, Inc., a private, investment-management office with diverse interests in a variety of asset classes, and President of Digital BandWidth LLC, its private, early-stage technology investing affiliate, and has held these positions since 1996. From September 1989 to June 1996, Mr. Weinberg was a partner in the corporate, securities and investment-management practice of Mayer, Brown & Platt, a leading international law firm. | Director since 2015 Age: 66 Board Committees: Audit Other Public Company Boards: None |
2018 Director Nominees
| Key Qualifications and Experience: | | | | High Level of Financial Experience In his position as Chairman and Chief Executive Officer of Judd Enterprises, Inc., oversees substantial assets in a wide variety of asset classes. Significant experience in reviewing financial statements as an investor, and as a securities lawyer when structuring transactions. Previously served on the Audit Committee and currently serves on the Executive, Finance and Investment Committees of Northwestern University. | | | Relevant Senior Leadership/Chief Executive Officer Experience Since 1996, has served as Chairman and Chief Executive Officer of Judd Enterprises, Inc., a private, investment-management office, and President of Digital BandWidth LLC, its private early-stage technology investing affiliate. | | | Broad International Exposure/Emerging Market Experience As Chief Executive Officer of Judd Enterprises, Inc., oversees international investments. As a partner in the corporate, securities and investment management practice of the Mayer, Brown & Platt law firm, structured cross-border investment management transactions. Serves on the Board of Trustees of the Brookings Institution, a think tank whose mission includes improving governance at the global level. Also serves on the Investment Committee of Northwestern University, overseeing substantial exposure to emerging markets. Exposure to international issues as a member of the Council on Foreign Relations and the International Council of the Belfer Center for Science and International Affairs of the Kennedy School of Government at Harvard University. | | | Innovation/Technology Experience Extensive entrepreneurial experience as President of Digital Bandwidth LLC, overseeing investments in early stage companies focusing on technologies, including wireless networks, speech recognition, cybersecurity and radio frequency identification tags. | | | Risk Oversight/Management Expertise Extensive risk oversight and management experience overseeing a private investment management office as Chief Executive Officer of Judd Enterprises, Inc. As a partner in the corporate, securities and investment-management practice of the Mayer, Brown & Platt law firm, advised clients on a broad range of regulatory and transactional matters. Additional risk oversight experience through former service on the Audit Committee and current service on the Executive, Finance and Investment Committees of Northwestern University. |
2018 Director Nominees
| | 2018 Proxy Statement | 26 |
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION The Committee on Directors and Corporate Governance is responsible for reviewing and making recommendations to the Board regarding all matters pertaining to compensation paid to Directors for Board, committee and committee chair services. Under the Committee on Directors and Corporate Governance’s charter, the Committee is authorized to engage consultants or advisors in connection with its review and analysis of Director compensation, although it did not engage any consultants or advisors in 2017. Directors who also serve as employees of the Company do not receive payment for service as Directors. In making non-employee Director compensation recommendations, the Committee on Directors and Corporate Governance takes various factors into consideration, including, but not limited to, the responsibilities of Directors generally, as well as committee chairs, and the form and amount of compensation paid to Directors by comparable companies. The Board reviews the recommendations of the Committee on Directors and Corporate Governance and determines the form and amount of Director compensation. Director compensation is provided under The Coca-Cola Company Directors’ Plan effective January 1, 2013 (the “Directors’ Plan”), which is described further below. The Committee on Directors and Corporate Governance and the Board believe that the Directors’ Plan: ✹ ties the majority of Directors’ compensation to shareowner interests because the value of share units fluctuates up or down depending on the stock price; ✹ focuses on the long term, since the share units are not paid until after the Director leaves the Board; and ✹ is equitable based on the work required of Directors serving an entity of the Company’s size and scope.
2017 Director Compensation Table
2017 Director Compensation Table
2017 Director Compensation Table
| Name(1) (a) | Fees Earned or Paid in Cash ($) (b) | Stock Awards ($) (c) | Option Awards ($) (d) | Non-Equity Incentive Plan Compensation ($) (e) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) (f) | All Other Compensation ($) (g) | Total ($) (h) | | Herbert A. Allen | $70,000 | $200,000 | $0 | $0 | $0 | $281 | $270,281 | | Ronald W. Allen | 70,000 | 200,000 | 0 | 0 | 0 | 3,167 | 273,167 | | Marc Bolland | 50,000 | 200,000 | 0 | 0 | 0 | 198 | 250,198 | | Ana Botín | 50,000 | 200,000 | 0 | 0 | 0 | 198 | 250,198 | | Howard G. Buffett(2) | 25,000 | 40,000 | 0 | 0 | 0 | 5,949 | 70,949 | | Richard M. Daley | 50,000 | 200,000 | 0 | 0 | 0 | 1,145 | 251,145 | | Barry Diller | 70,000 | 200,000 | 0 | 0 | 0 | 3,027 | 273,027 | | Helene D. Gayle | 50,000 | 200,000 | 0 | 0 | 0 | 198 | 250,198 | | Alexis M. Herman | 70,000 | 200,000 | 0 | 0 | 0 | 8,882 | 278,882 | | Robert A. Kotick | 50,000 | 200,000 | 0 | 0 | 0 | 198 | 250,198 | | Maria Elena Lagomasino | 70,000 | 200,000 | 0 | 0 | 0 | 13,213 | 283,213 | | Sam Nunn | 70,000 | 200,000 | 0 | 0 | 0 | 41,887 | 311,887 | | David B. Weinberg | 50,000 | 200,000 | 0 | 0 | 0 | 1,046 | 251,046 | | 1 James Quincey and Muhtar Kent are Company employees and therefore receive no compensation under the Directors’ Plan. 2 Mr. Buffett did not stand for election at the 2017 Annual Meeting of Shareowners. Therefore, the information above reflects his service on the Board through April 25, 2017. | | | | | | | |
Directors and Executive Officers
Directors and Executive Officers The following table sets forth information regarding beneficial ownership of Common Stock by each Director, each Director nominee, each individual named in the 2017 Summary Compensation Table on page 65, and our Directors, Director nominees and executive officers as a group, all as of February 26, 2018. Unless otherwise noted, voting power and investment power in Common Stock are exercisable solely by the named person.
Directors and Executive Officers
| Name | Aggregate Number of Shares Beneficially Owned | Percent of Outstanding Shares(1) | Additional Information | | Herbert A. Allen | 18,098,576 | * | Includes 6,000,000 shares held by ACI, 31,045 shares held by 12 trusts of which Mr. Allen, in each case, is one of three to five trustees, and 30,000 shares held by a foundation of which he is one of six directors. Mr. Allen disclaims beneficial ownership of the 30,000 shares held by the foundation. Also includes 37,531 shares held by a family member over which Mr. Allen has disclaimed beneficial ownership. Does not include 87,662 share units deferred under the Directors’ Plan, which are settled in cash. | | Ronald W. Allen | 24,000 | * | Includes 4,000 shares held by a family member over which Mr. Allen has disclaimed beneficial ownership. Does not include 88,984 share units deferred under the Directors’ Plan, which are settled in cash. | | Marc Bolland | 10,000 | * | Does not include 14,889 share units deferred under the Directors’ Plan, which are settled in cash. | | Ana Botín | 2,500 | * | Shares held by a Spanish limited company of which Ms. Botín and her husband are the indirect beneficial owners. Does not include 27,921 share units deferred under the Directors’ Plan, which are settled in cash. | | Richard M. Daley | 6,500 | * | Shares held by a trust of which Mr. Daley is sole trustee and beneficiary. Does not include 39,107 share units deferred under the Directors’ Plan, which are settled in cash. | | Christopher C. Davis | 20,000 | * | | | Barry Diller | 6,000,000 | * | Includes 4,000,000 shares held by a trust of which Mr. Diller is sole trustee and beneficiary and 2,000,000 shares that may be acquired by this trust upon the exercise of call options, purchased from an unrelated third party, which are presently exercisable. Does not include 123,999 share units deferred under the Directors’ Plan, which are settled in cash. | | Helene D. Gayle | 3,000 | * | Does not include 25,372 share units deferred under the Directors’ Plan, which are settled in cash. | | Alexis M. Herman | 2,000 | * | Does not include 48,404 share units deferred under the Directors’ Plan, which are settled in cash. | | Robert A. Kotick | 70,018 | * | Includes 18 shares held by a family member through the Uniform Transfers to Minors Act. Does not include 37,270 share units deferred under the Directors’ Plan, which are settled in cash. | | Maria Elena Lagomasino | 23,631 | * | Does not include 53,615 share units deferred under the Directors’ Plan, which are settled in cash. | | Sam Nunn | 2,000 | * | Does not include 151,344 share units deferred under the Directors’ Plan, which are settled in cash. | | Caroline J. Tsay | 1,000 | * | |
Directors and Executive Officers
| | 2018 Proxy Statement | 42 |
Directors and Executive Officers
| Name | Aggregate Number of Shares Beneficially Owned | Percent of Outstanding Shares(1) | Additional Information | | David B. Weinberg | 11,419,285 | * | Includes 776,930 shares held by family members over which Mr. Weinberg has sole dispositive power and 1,152,930 shares held by a family member’s living trust, of which Mr. Weinberg is one of three trustees and is a contingent remainder beneficiary but over which he also has sole dispositive power. Also includes 2,466,558 shares held by a family member’s marital grantor trust, of which Mr. Weinberg is one of three trustees and contingent remainder beneficiaries but over which he also has sole dispositive power, and 3,000,000 shares held by three family trusts, of which Mr. Weinberg is a current or contingent remainder beneficiary and one of three trustees but over which he also has sole dispositive power. Also includes 39,700 shares held by two family trusts, of which Mr. Weinberg is neither a trustee nor a beneficiary but over which he has sole dispositive power. Also includes 3,540,000 shares held by two family limited partnerships, over which Mr. Weinberg has sole investment control and shares beneficial ownership interest. Also includes 48,888 shares held by two foundations, over which Mr. Weinberg shares investment power with other family members but over which he also has sole dispositive power, and 39,065 shares held by two foundations, over which other family members have investment power but over which Mr. Weinberg also has sole dispositive power. Does not include 17,252 share units deferred under the Directors’ Plan, which are settled in cash. | | Muhtar Kent | 13,433,358 | * | Includes 281,300 shares held by a foundation, of which Mr. Kent, his wife and children are trustees, 129,000 shares held by a trust of which Mr. Kent’s wife and his children are beneficiaries and an independent trust company is trustee and 134,000 shares held by a trust of which Mr. Kent and his children are beneficiaries and an independent trust company is trustee. Also includes 85,444 shares credited to Mr. Kent under The Coca-Cola Company 401(k) Plan (the “401(k) Plan”) and 12,093,878 shares that may be acquired upon the exercise of options which are presently exercisable or that will become exercisable on or before April 27, 2018. Does not include 71,474 share units credited under The Coca-Cola Company Supplemental 401(k) Plan (the “Supplemental 401(k) Plan”) which are settled in cash post employment. Also does not include 168,893 unvested performance share units, which will be settled in shares upon vesting. | | James Quincey | 1,088,472 | * | Includes 44,678 shares held by a family member, 2,156 shares credited to Mr. Quincey under the 401(k) Plan, 200 shares of restricted stock and 989,702 shares that may be acquired upon the exercise of options which are presently exercisable or that will become exercisable on or before April 27, 2018. Does not include 500 share units credited under the Supplemental 401(k) Plan, which are settled in cash post employment. Also does not include 38,316 unvested performance share units and 72,838 unvested restricted stock units, which will be settled in shares upon vesting. | | Kathy N. Waller | 1,148,144 | * | Includes 16,702 shares credited to Ms. Waller under the 401(k) Plan, 200 shares of restricted stock and 1,041,978 shares that may be acquired upon the exercise of options, which are presently exercisable or that will become exercisable on or before April 27, 2018. Does not include 8,547 share units credited under the Supplemental 401(k) Plan, which are settled in cash post employment. Also does not include 65,331 unvested performance share units, which will be settled in shares upon vesting. | | Marcos de Quinto | 1,060,464 | * | Includes 200 shares of restricted stock and 868,103 shares that may be acquired upon the exercise of options, which are presently exercisable or that will become exercisable on or before April 27, 2018. Does not include 62,491 unvested performance share units, which will be settled in shares upon vesting. | | J. Alexander M. Douglas, Jr. | 1,660,913 | * | Includes 2,800 shares held by a family member, 12,005 shares credited to Mr. Douglas under the 401(k) Plan and 1,428,956 shares that may be acquired upon the exercise of options, which are presently exercisable or that will become exercisable on or before April 27, 2018. Does not include 26,936 share units credited under the Supplemental 401(k) Plan, which are settled in cash post employment. Also does not include 62,195 unvested performance share units, which will be settled in shares upon vesting. | | Irial Finan | 3,716,637 | * | Includes 2,322 shares credited to Mr. Finan under the 401(k) Plan and 3,329,667 shares that may be acquired upon the exercise of options, which are presently exercisable or that will become exercisable on or before April 27, 2018. Does not include 3,684 share units credited under the Supplemental 401(k) Plan, which are settled in cash post employment. Also does not include 61,533 unvested performance share units, which will be settled in shares upon vesting. | | All Directors and executive officers as a group (31 persons) | 63,571,631 | 1.48% | Includes 204,733 shares credited under the 401(k) Plan, 1,400 shares of restricted stock and 27,091,864 shares that may be acquired upon the exercise of options, which are presently exercisable or that will become exercisable on or before April 27, 2018. Does not include 157,241 share units credited under the Supplemental 401(k) Plan and 715,819 share units deferred under the Directors’ Plan, all of which will be settled in cash. Also does not include 622,787 unvested performance share units and 82,616 unvested restricted stock units, which will be settled in shares upon vesting. | | * Less than 1% of outstanding shares of Common Stock. 1 Share units credited under the Directors’ Plan and the Supplemental 401(k) Plan are not included as outstanding shares in calculating these percentages. Unvested performance share units and restricted stock units, which will be settled in shares upon vesting, also are not included. | | | |
Directors and Executive Officers
| | 2018 Proxy Statement | 43 |
Message from the Compensation Committee
| 2017 was a pivotal year for our Company, and we look different today than we did just one year ago. In addition to completing the refranchising of our bottling operations in the U.S. and China, we executed our leadership succession plan and transitioned to a new Chief Executive Officer, James Quincey, who announced his vision for the Company, as we continue to evolve to a total beverage company. Our growth strategy centers around a new operating model: where increased responsibility is placed on our local business units to accelerate performance; where we leverage new technologies to digitize our enterprise, externally—with customers and consumers—and internally to increase efficiency and productivity; where our corporate center is leaner and more agile, with our focus reoriented to key strategic initiatives, policy and governance; where we unlock the power of our people to drive growth; and where we deepen our enabling services to improve employee engagement. We also strengthened our long-standing link between the sustainability of our business and the sustainability of the communities we serve. This new operating model is designed to enable an accountable, performance-driven growth culture—one with fewer employees, who are externally focused, empowered, fast and willing to take informed risks that will result in greater return for our shareowners. In short, we are focused on accelerating our transformation to a high-performing growth business. Because the Company’s talent, incentive and reward programs are integral to achieving our growth strategy, in 2017 we undertook a comprehensive review of our compensation programs to ensure a continued focus on driving business growth and our desired high-performance culture. During the year-long review process, the Company asked for feedback from over 1,100 employees around the world, listened to feedback from you, our shareowners, reviewed external market data and researched the correlation between performance metrics and shareowner return over the past six years. As a result, three key focus areas for our compensation design emerged as we looked to refine our compensation and talent strategy for 2018 and future years: | | | | Growth: Motivate and reward growth; | | | Differentiation and segmentation: Invest in our top contributors and those with the greatest potential to drive future growth, giving everyone the opportunity to contribute and reach their full potential, while balancing our ability to attract and retain key talent; and | | | Simplicity and transparency: Provide simplicity and a better line of sight for employees while also focusing on key growth metrics and driving long-term shareowner value. | | Consequently, beginning in 2018, annual incentive plan performance metrics will be divided equally between net operating revenue and operating income, and the long-term incentive plan performance metrics will be divided equally among net operating revenue, earnings per share and free cash flow. All participants in the annual and long-term incentive plans will be measured in part against the performance of the total Company, rather than just their operating unit or function, to ensure that everyone is invested in the total growth of the Company and is focused on its long-term success. We believe these metrics have a strong correlation to shareowner value, are easy to understand and will drive and reward growth behaviors and actions. We will continue to have a standing meeting each year dedicated to test the robustness and rigor of our incentive metrics and to drive our programs to adhere to our equity stewardship guidelines. Progress toward non-financial goals that are critical to our business and reflect our commitment to sustainability also adds value for our shareowners and other stakeholders. However, we listened to shareowners regarding the level of discretion that was exercised in the executive annual incentive plan in past years and developed scorecards for our most senior executives that identify the categories on which they will be assessed for the 2018 performance year and thereafter. We will continue to develop more rigor around setting and assessing non-financial goals. We also reduced the maximum payout, and added a minimum threshold of performance that must be achieved before any payout is earned, under the executive annual incentive plan for 2018 and thereafter. You will see in the rest of this Compensation Discussion and Analysis the details of our compensation programs, including the specific decisions we made for the 2017 Named Executive Officers and the rationale for them. We remain committed to listening to your feedback as we continue to evaluate and refine the Company’s compensation programs. | |
Compensation Program Enhancements for 2018
Compensation Program Enhancements for 2018 We continue to make important enhancements to our compensation programs in order to further strengthen the link between compensation and the Company’s growth and talent strategies as well as the long-term interests of our shareowners. Over the last year, the Company focused on designing refreshed compensation programs for 2018 and thereafter. We: Revised the annual incentive plan so that a percentage of all participants' awards will be based on total Company results. Reduced the maximum payout for the executive annual incentive plan from 250% to 200% for 2018 and thereafter. Retained the relative total shareowner return modifier to performance-based equity compensation awards for executives to further tie awards to long-term shareowner value. Refined performance metrics for performance-based equity compensation, focusing on net operating revenue, earnings per share and free cash flow. Refined performance metrics for the annual incentive plan to better align with our growth strategy, focusing on net operating revenue and operating income and no longer including unit case volume. Introduced scorecards for our most senior leaders that identify the categories on which they will be assessed. Added minimum threshold amounts to performance metrics that must be achieved in order for an executive to receive a payout from the annual incentive plan.
Return to Shareowners
Return to Shareowners TOTAL SHAREOWNER RETURN1 103% 10 yr 2008-2017 48% 5 yr 2013-2017 20% 3 yr 2015-2017 14% 1 yr 2017 Comparison of Five-Year Cumulative Total Shareowner Return3 In $ 50 100 150 200 250 $148 $208 $168 12/2012 12/2013 12/2014 12/2015 12/2016 12/2017 The Coca-Cola Company (KO) Comparator Group S&P 500 Index in Net Share Repurchases in Dividends 2017 $6.3B $8.3 billion RETURNED TO SHAREOWNERS $2.0B2 1 Cumulative stock price appreciation plus dividends, with dividends reinvested quarterly. 2 Net share repurchases is a non-GAAP financial measure that reflects the net amount of purchases of stock for treasury after considering proceeds from the issuances of stock, the net change in stock issuance receivables (related to employee stock options exercised but not settled prior to the end of the year) and the net change in treasury stock payables (for treasury shares repurchased but not settled prior to the end of the year). See Annex C for a reconciliation of non-GAAP financial measures to our results as reported under GAAP. Source: FactSet Research Systems Inc. This chart shows how a $100 investment in the Company’s Common Stock on December 31, 2012, would have grown to $148 on December 31, 2017, with dividends reinvested quarterly. The chart also compares the total shareowner return on the Company’s Common Stock to the same investment in the S&P 500 Index and the Company’s 2017 compensation comparator group (see page 61) over the same period, with dividends reinvested quarterly. Includes the Company’s 2017 compensation comparator group for the five-year period whether or not a company was included in the group for the entire period. For foreign companies included in the comparator group, market value has been converted to U.S. dollars and excludes the impact of currency. Market returns are weighted by relative market capitalization and are adjusted for spin-offs and special dividends.
Our Compensation Philosophy
| 1. | Pay for Performance. The great majority of pay for executives should be at-risk and performance-based with metrics aligned to the Company’s short-term and long-term financial results and business strategy and with a clear connection to each employee’s individual contribution and to increased value for our shareowners. | | 2. | Maintain programs that will attract, engage and retain critical talent and drive future growth. Our compensation programs should be designed to invest in and reward talent with the greatest potential to drive the long-term growth of our Company, while holding employees accountable to the Company’s strategy and values. |
KEY ACCOMPLISHMENTS
| | Annual Incentive: $2,368,493, comprised of $1,994,520 from applying the Company Performance Factor (80% for 2017) under the plan formula and $373,973 for individual performance (see page 56). The individual performance amount was determined based on the 2017 performance highlights described above. |
KEY ACCOMPLISHMENTS
| | Long-Term Incentive: Mr. Quincey received a long-term incentive grant in February 2017 valued at $6,114,152, split into 2/3 performance share units and 1/3 stock options. |
Muhtar Kent
| | Annual Incentive: $1,800,000, comprised of $1,600,000 from applying the Company Performance Factor (80% for 2017) under the plan formula and $200,000 for individual performance (see page 56). The individual performance amount was determined based on the 2017 performance highlights described above. |
Muhtar Kent
| | Long-Term Incentive: Mr. Kent received a long-term incentive grant in February 2017 valued at $8,734,498, split into 2/3 performance share units and 1/3 stock options. |
Kathy N. Waller
| | Annual Incentive: $956,250, comprised of $850,000 from applying the Company Performance Factor (80% for 2017) under the plan formula and $106,250 for individual performance (see page 56). The individual performance amount was determined based on the 2017 performance highlights described above. |
Kathy N. Waller
| | Long-Term Incentive: Ms. Waller received a long-term incentive grant in February 2017 valued at $2,827,806, split into 2/3 performance share units and 1/3 stock options. |
Marcos de Quinto
| | Annual Incentive: $573,566, determined by applying the Company Performance Factor (80% for 2017) under the plan formula (see page 56). |
Marcos de Quinto
| | Long-Term Incentive: Mr. de Quinto received a long-term incentive grant in February 2017 valued at $3,097,112, split into 2/3 performance share units and 1/3 stock options. |
Marcos de Quinto
| | Annual Incentive: $723,445, determined by applying the Company Performance Factor (80% for 2017) under the plan formula (see page 56). |
Marcos de Quinto
| | Long-Term Incentive: Mr. Douglas received a long-term incentive grant in February 2017 valued at $2,401,982, split into 2/3 performance share units and 1/3 stock options. |
Irial Finan
| | Annual Incentive: $1,097,723, determined by applying the Company Performance Factor (80% for 2017) under the plan formula (see page 56). |
Irial Finan
| | Long-Term Incentive: Mr. Finan received a long-term incentive grant in February 2017 valued at $3,457,427, split into 2/3 performance share units and 1/3 stock options. |
Brian J. Smith
| | Annual Incentive: $731,250, comprised of $650,000 from applying the Company Performance Factor (80% for 2017) under the plan formula and $81,250 for individual performance (see page 56). The individual performance amount was determined based on the 2017 performance highlights described above. |
Brian J. Smith
| | Long-Term Incentive: Mr. Smith received a long-term incentive grant in February 2017 valued at $2,401,982, split into 2/3 performance share units and 1/3 stock options. |
Annual and Long-Term Incentives
Annual and Long-Term Incentives
Annual and Long-Term Incentives
| IMPORTANT FACTS ABOUT OUR INCENTIVE TARGETS | | | Choice of Incentive Metrics | Rigor of Incentive Metrics | | The key financial metrics in our incentive plans for 2017 (net operating revenue, profit before tax, unit case volume and economic profit growth) drive long-term value creation. During the 2017 review of our compensation programs, we further refined the performance metrics for 2018 to align with our new growth strategy, focusing solely on net operating revenue and operating income for the annual incentive plan and net operating revenue, earnings per share and free cash flow for long-term performance-based awards. We make certain adjustments when calculating results, such as for the impact of foreign currency exchange rates, changes in financial accounting reporting regulations and costs and other financial implications associated with corporate transactions. Our targets are currency neutral because incentive targets should measure the underlying results of the business, and business leaders should be encouraged to make decisions that drive long-term sustainable growth rather than to address short-term currency fluctuations or items impacting comparability. This philosophy has been in place for several years, and we review this issue regularly, as it is an important concern for global companies like ours with significant exposure to foreign currency exchange rate fluctuations. | In 2017, we continued to enhance the target-setting process to test the robustness of our already strong incentive targets and performance curve setting. The setting of our performance payout curves considered the following: – Performance levels necessary to achieve our long-term goals and deliver superior shareowner returns. – The likelihood of achieving various levels of performance based on historical results over a ten-year period. – Metrics, program designs and results at companies in our comparator group. – Performance relative to our comparator companies. The Compensation Committee continues to have an additional standing meeting each year to devote more time to this important process. |
Annual and Long-Term Incentives
| | 2018 Proxy Statement | 55 |
Annual Incentive Compensation
Annual Incentive Compensation
Overview
Overview Annual incentives are determined under the Performance Incentive Plan of The Coca-Cola Company (the “Performance Incentive Plan”). In 2017, approximately 14,000 employees participated in the Performance Incentive Plan. Awards for executive officers are determined based on a formula with predetermined financial measures aligned with the Company’s long-term growth metrics (“Company Performance Factor”), as well as the executive’s individual performance (“Individual Performance Amount”). For 2017, the financial measures were profit before tax, net operating revenue and unit case volume. See 2017 Compensation Decisions for Named Executive Officers beginning on page 50 for details of the 2017 annual incentives paid to the Named Executive Officers.
2017 Annual Incentive Formula
2017 Annual Incentive Formula
2017 Annual Incentive Formula
| Base SalaryX | Target PercentageX | Company Performance Factor | + | Individual Performance Amount | = | Annual Incentive Amount* |
2017 Annual Incentive Formula
* The annual incentive plan includes a pool funding feature intended to allow the awards to Named Executive Officers to meet the requirements for tax deductibility under Section 162(m) of the Tax Code for 2017. The maximum pool that can be used to pay annual incentives to Named Executive Officers is 0.40% of the Company’s comparable income before income taxes, and there is an additional cap of 0.15% of comparable income before income taxes for the Chief Executive Officer. The Compensation Committee does not expect to award the full amount authorized by this pool funding, and the amounts awarded for 2017 are well below these maximums.
2017 Annual Incentive Formula
| 2017 Named Executive Officer Target Annual Incentive | | | | | Name | Base Salary (12/31/2017) | Target (%) | Target Annual Incentive ($) | | Mr. Kent | $1,000,000 | 200% | $2,000,000 | | Mr. Quincey* | $1,300,000 | 192% | $2,493,150 | | Ms. Waller | $850,000 | 125% | $1,062,500 | | Mr. de Quinto* | $784,088 | 91% | $716,958 | | Mr. Douglas | $723,445 | 125% | $904,306 | | Mr. Finan | $914,769 | 150% | $1,372,154 | | Mr. Smith | $650,000 | 125% | $812,500 |
2017 Annual Incentive Formula
* The targets for Mr. Quincey and Mr. de Quinto are prorated based on the time spent in their respective positions though April 30, 2017, and the time spent in their respective positions through December 31, 2017. Mr. Quincey’s target was 175% through April 30, 2017, and 200% thereafter. Mr. de Quinto’s target was 125% through April 30, 2017, and 75% thereafter.
Long-Term Incentive Compensation
Long-Term Incentive Compensation
Overview
Overview The Company grants long-term incentive compensation to reward performance over the longer term and align the interests of employees with shareowners. The majority of these awards are performance-based. In 2017, annual long-term incentive awards were equity-based for Named Executive Officers and other senior executives and leaders, and cash-based for other eligible employees. In 2017, approximately 6,600 employees received long-term incentive compensation during the annual grant in February, of which approximately 650 employees received equity awards. Annual long-term incentive awards are made in February of each year. A limited number of other awards may be granted throughout the year in exceptional cases. See 2017 Compensation Decisions for Named Executive Officers beginning on page 50 for details of the 2017 long-term equity awards granted to Named Executive Officers. All equity awards are subject to our Equity Stewardship Guidelines implemented in 2014. An update regarding our 2017 progress against these guidelines is included below under Equity Stewardship Guidelines and Scorecard.
Long-Term Incentive Annual Awards: Amounts and Performance Measures
Long-Term Incentive Annual Awards: Amounts and Performance Measures The Compensation Committee sets award ranges for long-term incentive compensation for each job grade at the senior executive levels. In 2017, the ranges were informed by surveys of our comparator group’s and similar companies’ pay practices. The Compensation Committee does not target a specific percentile ranking against our comparator group and may grant long-term incentive awards at the higher end of the range for a variety of factors, including individual performance and potential and to reflect support of the larger Coca-Cola system. In 2017, the actual grant value of long-term incentive compensation awarded within such ranges was individually determined at the discretion of the Compensation Committee. Consideration was given to the individual’s skills, experience and future potential, as well as the individual’s and Company’s performance in the prior year. Once the value of the long-term incentive award is determined, the Compensation Committee grants a portion of the award in stock options and a portion in PSUs. When determining the number of stock options awarded, a Black-Scholes value is first calculated and a floor and ceiling are applied based on a 30-day average stock price. This stock option “guardrail” increases predictability, helps manage the burn rate commitment and is intended to mitigate against excessively high and low Black-Scholes values. For stock option grants in 2017, the low end of our guardrail was used, which valued options at 20% of the 30-day average stock price. This resulted in fewer stock options being granted than the pure Black-Scholes model would have suggested. PSUs are valued based on a 30-day average stock price for purposes of determining target award values. Due to the rules for how the grant date fair value of long-term incentive awards must be calculated for accounting purposes, the 2017 Summary Compensation Table may not reflect the same stock option and PSU values described above.
How PSU Targets Were Determined
How PSU Targets Were Determined For 2017, performance measures for the annual PSU awards were growth in economic profit and growth in net operating revenue. Economic profit is net operating profit after tax less the cost of capital used in the business, after adjusting for the impact of structural changes that are significant to the Company as a whole, accounting changes and certain other items impacting comparability. Performance targets for growth in these metrics were derived from the three-year business plan and then set by the Compensation Committee after a detailed review, which included conducting probability analyses, benchmarking performance and evaluating the practices of comparator companies. Participants receive 35% of the award at the threshold level of achievement, 100% of the award at the target level and 150% of the award at the maximum level, prior to application of the total shareowner return multiplier. With the total shareowner return multiplier, payouts can range from 0% to 187.5%.
How PSU Targets Were Determined
| | 2018 Proxy Statement | 57 |
Performance Share Units: Relative Total Shareowner Return Modifier and Status of Programs
Performance Share Units: Relative Total Shareowner Return Modifier and Status of Programs
Relative Total Shareowner Return Modifier
Relative Total Shareowner Return Modifier PSU awards include a total shareowner return modifier to further link awards to shareowner value creation. The number of shares earned from PSU awards will be reduced or increased if total shareowner return over the three-year performance period relative to our compensation comparator group (see page 61) falls outside of a defined range. Specifically, after the performance results are certified, the award will be modified up or down as follows:
Relative Total Shareowner Return Modifier
| If total shareowner return over the three-year performance period is: | Then: | | At or above the 75th percentile of the comparator group | The award will be increased 25% | | At or above the 25th and below the 75th percentile of our comparator group | No change to the award | | Below the 25th percentile of our comparator group | The award will be decreased 25% |
Status of Annual PSU Programs
Status of Annual PSU Programs
Status of Annual PSU Programs
| Performance Period | Performance Measure | Threshold, Target and Maximum Performance Levels | Status | | 2014-2016(1)(3) | Compound annual growth in economic profit | Threshold = 6.9% Target = 8.9% Maximum = 10.9% | Results were certified in February 2017. Economic profit growth was at the maximum level, and the relative total shareowner return modifier was not triggered up or down, as total shareowner return was above the 25th percentile and below the 75th percentile. Final payout was certified at 150%, which was driven by effective management of currency neutral operating results and capital. The shares earned were subject to an additional holding period through February 2018. | | 2015-2017(2)(3) | 70% compound annual growth in economic profit 30% net operating revenue growth(4) | Threshold = 4.5% Target = 7.1% Maximum = 9.1% Threshold = 1.1% Target = 4.0% Maximum = 5.9% | Results were certified in February 2018. Economic profit growth was at the maximum level, and net operating revenue growth was below the target level for total company performance. The relative total shareowner return modifier was not triggered up or down, as total shareowner return was above the 25th percentile and below the 75th percentile. Final payout was certified at 131% for total company performance, which was primarily driven by effective management of currency neutral operating profit results and capital. The shares earned are subject to an additional holding period through February 2019. | | 2016-2018(2)(3) | 70% compound annual growth in economic profit 30% compound annual growth in net operating revenue(4) | Threshold = 3.9% Target = 7.9% Maximum = 11.9% Threshold = 3.0% Target = 5.0% Maximum = 7.0% | Through December 31, 2017, payout is projected near the target level. Company performance over the remaining year of the performance period will determine the number of shares earned, if any. Results will be certified in February 2019, including applying the relative total shareowner return modifier, and any shares earned will be subject to an additional holding period through February 2020. | | 2017-2019(2)(3) | 70% compound annual growth in economic profit 30% compound annual growth in net operating revenue(4) | Threshold = 5.0% Target = 8.4% Maximum = 11.8% Threshold = 2.0% Target = 4.0% Maximum = 6.0% | Through December 31, 2017, payout is projected near the target level. Company performance over the remaining years of the performance period will determine the number of shares earned, if any. Results will be certified in February 2020, including applying the relative total shareowner return modifier, and any shares earned will be subject to an additional holding period through February 2021. | | 1 Participants receive 50% of the award at the threshold level, 100% of the award at the target level and 150% of the award at the maximum level. Results are rounded and the number of shares is extrapolated on a linear basis between performance levels. 2 Participants receive 35% of the award at the threshold level, 100% of the award at the target level and 150% of the award at the maximum level. Results are rounded and the number of shares is extrapolated on a linear basis between performance levels. 3 The calculation of economic profit growth for the 2014-2016 and 2015-2017 periods was adjusted, and the 2016-2018 and 2017-2019 periods will be adjusted, to exclude items impacting comparability and to exclude structural items that are significant to the Company as a whole including the refranchising of bottling territories in North America. For all of these periods, economic profit growth is calculated on a currency neutral basis. 4 The 2015-2017 PSU program provides for net operating revenue growth to be based on three one-year comparable currency neutral net operating revenue growth targets tied to total Company or group/business unit results, as applicable. The net operating revenue growth target for the 2015-2017 PSU program included in the table above is the one-year 2017 total Company target. The 2016-2018 and 2017-2019 PSU programs provide for comparable currency neutral net operating revenue growth to be based on a three-year compound annual growth target tied to total Company results. This measure differs from net operating revenue growth reported under GAAP, primarily due to the impact of currency and items impacting comparability. In addition, the calculation of comparable currency neutral net operating revenue growth for the 2015, 2016 and 2017 periods was adjusted, and the 2016-2018 and 2017-2019 periods will be adjusted, to exclude structural items that are significant to the Company as a whole including the refranchising of bottling territories in North America. | | | |
Status of Annual PSU Programs
| | 2018 Proxy Statement | 58 |
Other Long-Term Incentive Awards
Other Long-Term Incentive Awards The vast majority of equity awards are made as part of the annual long-term incentive grants in February of each year. During the year, a limited number of additional equity awards may be granted, either as time-based restricted stock units or performance-based awards. For 2017, time-based restricted stock units were typically used for critical retention situations, make-whole awards for newly hired employees who forfeited equity awards at a prior employer, awards when employees return to the Company from bottlers, special recognition, promotions or when other forms of awards are not available for legal or tax reasons. From time to time, we establish additional performance-based programs related to specific performance goals to motivate and reward for specific initiatives. No Named Executive Officer received such awards in 2017.
Equity Stewardship Guidelines and Scorecard
| EQUITY SCORECARD | | | | | | | Description | | 2017 | | | Burn Rate Commitment | Maximum burn rate of 0.8% in 2015 and a maximum average burn rate of 0.4% for the remaining life of the 2014 Equity Plan. | | 0.40% | | | Actual Burn Rate | The total number of shares underlying equity awards granted in the year, as a percentage of Common Stock outstanding. | | 0.35% | | | Overhang | The total number of shares underlying equity awards already granted plus those available for future grants, as a percentage of Common Stock outstanding. | Prior Plans | 2014 Equity Plan | Total | | | With Equity Stewardship Guidelines(1) | 3.66% | 4.70% | 8.36% | | Actual Dilution | A measure of how much the equity issued to employees reduces the value of existing shares.(2) | | 0.38% | | | 1 With the burn rate commitment, over the 2014 Equity Plan’s ten-year term, the maximum number of shares estimated to be used is 200 million (based on Common Stock outstanding decreasing by 1% each year). 2 Calculated by dividing the number of net shares issued to employees during the year by the average number of shares of Common Stock outstanding. The number of net shares issued represents the difference between the total number of shares issued and the number of shares repurchased solely using proceeds from employee stock option exercises. Does not include additional share repurchases which further mitigate dilution. | | | | |
Shareowner Engagement and Results of 2017 Advisory Vote on Executive Compensation
Shareowner Engagement and Results of 2017 Advisory Vote on Executive Compensation The Company has a long-standing shareowner outreach program and routinely interacts with shareowners on a number of matters (see page 33). At the 2017 Annual Meeting of Shareowners, approximately 75% of the votes cast were in favor of the advisory vote to approve executive compensation. This is not the result that the Company was striving for. The Company recognized that it needed to take a critical look at some of its programs and, as a result, conducted an exhaustive review of its programs and listened to feedback received from shareowners. The 2018 plan design changes include adjustments to address the primary shareowner concern—the level of discretion exercised in the executive annual incentive plan in past years—through the introduction of scorecards for our most senior executives that identify the categories on which they will be evaluated for the 2018 performance year and in future years. At the 2018 Annual Meeting of Shareowners, we are again holding an advisory vote to approve executive compensation (see page 45) and will continue to consider the results of the advisory vote and engage with our shareowners.
Compensation Comparator Group
Compensation Comparator Group We use a comparator group of companies when making certain compensation decisions. The comparator group is used as a reference point, but compensation paid at other companies is not the primary factor in the decision-making process. As noted above, our employees operate in the much larger Coca-Cola system but, when comparing size with comparator companies, we utilize only the net operating revenue and market capitalization of The Coca-Cola Company. We routinely review the selection criteria and companies in our comparator group. In 2015, our Compensation Committee approved changes effective for 2016 and 2017 on criteria as well as updates to the companies. We will review the comparator group again in 2018. The table below shows our criteria on how the comparator group was chosen and how it is used.
Compensation Comparator Group
| How the Comparator Group Was Chosen |
Compensation Comparator Group
| | Comparable size based on net operating revenue and market capitalization. | | | Major global presence with sales and operations outside of the U.S. | | | Large consumer products business. | | | Market-leading brands or category positions as defined by Interbrand. | | | Financially strong companies. | | | Available compensation data. |
Compensation Comparator Group
| How We Use the Comparator Group* |
Compensation Comparator Group
| | As an input in developing base salary ranges, annual incentive targets and long-term incentive award ranges. | | | To evaluate share utilization by reviewing overhang levels and annual run rate. | | | To benchmark the form and mix of equity awarded to employees. | | | To benchmark share ownership guidelines. | | | To assess the competitiveness of total direct compensation awarded to senior executives. | | | To assess talent and recruitment practices. | | | To compare Company performance and validate whether executive compensation programs are aligned with Company performance. | | | As an input in designing compensation plans, benefits and perquisites. |
Compensation Comparator Group
* Since some of the comparator group companies are not U.S.-based, a subgroup of the companies may be used for some of these purposes when data is not publicly available for the foreign companies.
Compensation Comparator Group
| | 2018 Proxy Statement | 60 |
Compensation Comparator Group
The comparator group for 2017 was:
Compensation Comparator Group
| AT&T Inc. | Nestlé S.A. | | Colgate-Palmolive Company | NIKE, Inc. | | Danone | PepsiCo, Inc. | | General Mills, Inc. | Philip Morris International Inc. | | International Business Machines Corporation | Pfizer, Inc. | | Johnson & Johnson | The Procter & Gamble Company | | Kimberly-Clark Corporation | Unilever PLC | | McDonald’s Corporation | Wal-Mart Stores, Inc. | | Mondelēz International, Inc. | |
Role of the Compensation Consultant
Role of the Compensation Consultant In 2017, the Compensation Committee engaged Meridian Compensation Partners, LLC (“Meridian”) as its compensation consultant. The Compensation Committee did not engage any other advisor in 2017. Meridian provided research, data analyses, survey information and design expertise in developing compensation programs for executives and incentive programs for eligible employees. Meridian kept the Compensation Committee apprised of regulatory developments and market trends related to executive compensation practices. Meridian does not determine or recommend the exact amount or form of executive compensation for any of the Named Executive Officers. A representative of Meridian attended meetings of the Compensation Committee. In accordance with the Compensation Committee’s Independent Compensation Consultant Policy, prior to the retention of a compensation consultant (or any other external advisor), and annually thereafter, the Compensation Committee assesses the independence of the compensation consultant. Under the Independent Compensation Consultant Policy, a consultant is considered independent if: – The individual consultant and any consulting firm or organization that employs the consultant is independent of the Company; – The individual consultant does not provide services or products of any kind to the Company or its affiliates or to their management, other than in its capacity as the Compensation Committee’s advisor; and – The consulting firm may not provide any other services to the Company without the prior written consent of the Compensation Committee Chair. The Compensation Committee assessed Meridian’s independence under the Independent Compensation Consultant Policy, including considering the following factors specified in the NYSE listing standards: (i) the provision of other services by the consulting firm to the Company; (ii) the amount of fees paid as a percentage of the total revenue of the consulting firm; (iii) the policies and procedures of the consulting firm that are designed to prevent conflicts of interest; (iv) any business or personal relationship of the consultant with a member of the Compensation Committee; (v) any stock of the Company owned by the consultant; and (vi) any business or personal relationship of the consultant or consulting firm with an executive officer of the Company. Meridian provided the Compensation Committee with confirmation of its independent status under the Independent Compensation Consultant Policy. The Compensation Committee believes that Meridian is independent and there is no conflict of interest between Meridian and the Compensation Committee.
Share Retention Policy
Share Retention Policy In 2013, we adopted a Share Retention Policy requiring executive officers to retain 50% of the shares (after paying taxes) obtained from option exercises or from the release of performance shares or restricted stock awards until the earlier of one year after exercise/release of shares or separation from the Company. This policy was in addition to existing share ownership guidelines. In 2017, we reviewed our stock ownership guidelines and share retention policy and noted that in the external market the most common retention practice is to apply a hold only until the stock ownership requirement is met. In addition, the Company has had no issues with executive officers meeting their stock ownership objectives. Many of our executives retain more shares than are required under the stock ownership program. Therefore, beginning with equity awards granted in October 2017, and in addition to the share ownership guidelines described above, executive officers who have not yet met their stock ownership objective must retain 50% of the shares (after paying taxes) obtained from option exercises or from the release of performance shares or restricted stock awards until the earlier of the date on which the stock ownership objective is met or separation from the Company. Limited exceptions apply for donations of stock to charities, educational institutions or family foundations and for sales or divisions of property in the case of divorce, disability or death. The Compensation Committee is authorized to grant waivers in exceptional circumstances.
Change in Control
Change in Control The Company has change in control provisions in its annual Performance Incentive Plan, its equity plans and some of its retirement plans in which the Named Executive Officers participate. As described beginning on page 78, equity plans include “double-trigger” change in control provisions. Change in control provisions apply equally to all plan participants. We have no special change in control agreements or arrangements with any of the Named Executive Officers and we do not provide a tax gross-up for any change in control situation. The change in control provisions are intended to address the concern that, in the event the Company is considering a change in control transaction, the employees involved in considering the transaction might otherwise be motivated to act in their own interests rather than the interests of the shareowners. For a more detailed discussion of change in control provisions, see the Payments on Termination or Change in Control section beginning on page 76.
Tax and Accounting Implications of Compensation
excess of $1 million will not be deductible unless it qualifies for transition relief applicable to certain arrangements in place as of November 2, 2017. In 2017, all annual incentive payments to the Named Executive Officers were deducted. Despite the Compensation Committee’s efforts to structure the Company’s annual and long-term incentive plans in a manner intended to be exempt from Section 162(m) and therefore not subject to its deduction limits, because of ambiguities and uncertainties as to the application and interpretation of Section 162(m) and the regulations issued thereunder, including the uncertain scope of the transition relief under the legislation, no assurance can be given that compensation intended to satisfy the requirements for exemption from Section 162(m) in fact will. Generally under GAAP, compensation is expensed as earned. Equity compensation is expensed in accordance with ASC Topic 718, which is generally over the vesting period.
2017 Summary Compensation Table
2017 Summary Compensation Table
2017 Summary Compensation Table
| Name and Principal Position (a) | Year (b) | Salary ($) (c) | Stock Awards ($) (e) | Option Awards ($) (f) | Non-Equity Incentive Plan Compensation ($) (g) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) (h) | All Other Compensation ($) (i) | Total ($) (j) | Total Without Change in Pension Value ($)(1) | | Muhtar Kent(2) Chairman of the Board and Former Chief Executive Officer | 2017 | $1,200,000 | $6,813,726 | $1,920,772 | $1,800,000 | $2,368,071 | $689,870 | $14,792,439 | $12,424,368 | | | 2016 | 1,600,000 | 7,552,779 | 1,983,748 | 4,100,000 | 1,523,003 | 792,414 | 17,551,944 | 16,028,941 | | | 2015 | 1,600,000 | 4,904,848 | 2,830,597 | 4,600,000 | 0 | 655,126 | 14,590,571 | 14,590,571 | | James Quincey(3) President and Chief Executive Officer | 2017 | 1,177,167 | 4,769,612 | 1,344,540 | 2,368,493 | 392,126 | 530,292 | 10,582,230 | 10,190,104 | | | 2016 | 923,625 | 4,229,542 | 1,110,901 | 2,021,355 | 321,839 | 96,448 | 8,703,710 | 8,381,871 | | | 2015 | 700,972 | 3,727,920 | 636,243 | 1,523,032 | 59,071 | 199,713 | 6,846,951 | 6,787,880 | | Kathy N. Waller(4) Executive Vice President, Chief Financial Officer and President, Enabling Services | 2017 | 818,287 | 2,205,955 | 621,851 | 956,250 | 1,760,981 | 81,162 | 6,444,486 | 4,683,505 | | | 2016 | 749,365 | 2,794,510 | 733,987 | 1,056,805 | 1,601,929 | 82,826 | 7,019,422 | 5,417,493 | | | 2015 | 728,406 | 1,897,287 | 1,094,927 | 1,200,083 | 751,588 | 59,755 | 5,732,046 | 4,980,458 | | Marcos de Quinto(5)(8) Former Executive Vice President and Chief Marketing Officer | 2017 | 784,088 | 2,416,038 | 681,074 | 573,566 | 504,246 | 1,629,411 | 6,588,423 | 6,084,177 | | | 2016 | 778,379 | 3,143,858 | 825,735 | 1,156,530 | 459,734 | 1,270,819 | 7,635,055 | 7,175,321 | | J. Alexander M. Douglas, Jr.(6) Executive Vice President and President, Coca-Cola North America | 2017 | 723,445 | 1,873,768 | 528,214 | 723,445 | 845,431 | 79,997 | 4,774,300 | 3,928,869 | | | 2016 | 718,177 | 2,492,408 | 654,636 | 1,148,469 | 727,275 | 91,636 | 5,832,601 | 5,105,326 | | | 2015 | 698,091 | 4,377,783 | 1,019,016 | 1,237,934 | 73,198 | 63,682 | 7,469,704 | 7,396,506 | | Irial Finan(7) Executive Vice President and President, Bottling Investments Group | 2017 | 914,769 | 2,697,124 | 760,303 | 1,097,723 | 463,763 | 84,819 | 6,018,501 | 5,554,738 | | | 2016 | 908,108 | 3,146,995 | 826,561 | 1,358,432 | 368,701 | 170,489 | 6,779,286 | 6,410,585 | | | 2015 | 884,844 | 2,229,487 | 1,286,634 | 1,611,947 | 1,639,329 | 1,542,463 | 9,194,704 | 7,555,375 | | Brian J. Smith(8) President, Europe, Middle East and Africa Group | 2017 | 650,000 | 1,873,768 | 528,214 | 731,250 | 445,128 | 153,550 | 4,381,910 | 3,936,782 | | 1 In order to show the effect that the year-over-year change in pension value had on total compensation, as determined under applicable SEC rules, we have included an additional column to show total compensation minus the change in pension value. The amounts reported in the Total Without Change in Pension Value column may differ substantially from the amounts reported in the Total column required under SEC rules and are not a substitute for total compensation. Total Without Change in Pension Value represents total compensation, as determined under applicable SEC rules, minus the change in pension value reported in the Change in Pension Value and Nonqualified Deferred Compensation Earnings column (but including the nonqualified deferred compensation earnings reported in that column, if any). The change in pension value is subject to many external variables, such as interest rates, that are not related to Company performance. Therefore, we do not believe a year-over-year change in pension value is helpful in evaluating compensation for comparative purposes and instead, believe shareowners may find the accumulated pension benefits in the 2017 Pension Benefits table on page 74 a more useful calculation of the pension benefits provided to the Named Executive Officers. 2 In addition to serving as Chairman of the Board, Mr. Kent served as Chief Executive Officer through April 30, 2017. | | | | | | | | | |
2017 Summary Compensation Table
| | 2018 Proxy Statement | 65 |
2017 Summary Compensation Table
| 3 Mr. Quincey was appointed President and Chief Operating Officer effective August 13, 2015 and served in this role through April 30, 2017. Prior to becoming President and Chief Operating Officer, compensation for Mr. Quincey was delivered in British pounds. In calculating the dollar equivalent for items that are not denominated in U.S. dollars, the Company converts each payment into dollars based on an average exchange rate. Mr. Quincey succeeded Mr. Kent as Chief Executive Officer effective May 1, 2017. 4 In addition to serving as Executive Vice President and Chief Financial Officer, Ms. Waller assumed the role of President, Enabling Services effective May 1, 2017. 5 Mr. de Quinto will be retiring from the Company on August 31, 2018. Mr. de Quinto served as Executive Vice President and Chief Marketing Officer through April 30, 2017, when he transitioned to Senior Creative Advisor. 6 Mr. Douglas retired from the Company on March 1, 2018. 7 Mr. Finan will be retiring from the Company on March 31, 2018. 8 Compensation for Mr. de Quinto is provided only for 2017 and 2016 because he was not a Named Executive Officer for 2015. Compensation for Mr. Smith is provided only for 2017 because he was not a Named Executive Officer for 2016 or 2015. |
Change in Pension Value and Nonqualified Deferred Compensation Earnings (Column (h))
Change in Pension Value and Nonqualified Deferred Compensation Earnings (Column (h)) The amounts reported for each year in the Change in Pension Value and Nonqualified Deferred Compensation Earnings column are comprised of changes in the actuarial present value of the accumulated pension benefits of each of the Named Executive Officers under the applicable pension plan during such year. Pension values may fluctuate significantly from year to year depending on a number of factors, including age, years of service, average annual earnings and the assumptions used to determine the present value, such as the discount rate. The assumptions used by the Company in calculating the change in pension value are described on page 74. For 2017, the discount rate assumption used to determine the actuarial present value of accumulated pension benefits was lower than in 2016. For Mr. Kent, this lower discount rate
Change in Pension Value and Nonqualified Deferred Compensation Earnings (Column (h))
| | 2018 Proxy Statement | 66 |
Change in Pension Value and Nonqualified Deferred Compensation Earnings (Column (h))
assumption was a significant reason for the increase in pension value in 2017. For 2015, $0 was reported because there was a decrease of $520,561 in the pension value. The Company cautions that the values reported in the Change in Pension Value and Nonqualified Deferred Compensation Earnings column are theoretical as those amounts are calculated pursuant to SEC requirements and are based on assumptions used in preparing the Company’s audited financial statements for the applicable fiscal years. The Company’s retirement plans utilize a different method of calculating actuarial present value for the purpose of determining a lump sum payment, if any. The change in pension value from year to year as reported in the table is subject to market volatility and may not represent the value that a Named Executive Officer will actually accrue or receive under the Company’s retirement plans during any given year. None of the Named Executive Officers received above-market or preferential earnings (as these terms are defined by the SEC) on their nonqualified deferred compensation accounts. The material provisions of the Company’s retirement plans and deferred compensation plans in which the Named Executive Officers participate are described in the Summary of Plans in Annex B beginning on page 98.
2017 Grants of Plan-Based Awards
2017 Grants of Plan-Based Awards
2017 Grants of Plan-Based Awards
| | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Option Awards: Number of Securities Underlying Options (#) (j) | Exercise or Base Price of Option Awards ($/Sh) (k) | Closing Price on Grant Date ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($) (l) | | Name (a) | Grant Date (b) | Threshold ($) (c) | Target ($) (d) | Maximum ($) (e) | Threshold (#) (f) | Target (#) (g) | Maximum (#) (h) | | | | | | Muhtar Kent | 02/16/2017 | $0 | $2,000,000 | $5,000,000 | | | | | | | | | | 02/16/2017 | | | | 67,576 | 193,077 | 289,615 | | | | $6,813,726 | | | 02/16/2017 | | | | | | | 482,606 | $40.89 | $41.20 | 1,920,772 | | James Quincey | 02/16/2017 | 0 | 2,493,150 | 6,232,875 | | | | | | | | | | 02/16/2017 | | | | 47,303 | 135,154 | 202,731 | | | | 4,769,612 | | | 02/16/2017 | | | | | | | 337,824 | 40.89 | 41.20 | 1,344,540 | | Kathy N. Waller | 02/16/2017 | 0 | 1,062,500 | 2,656,250 | | | | | | | | | | 02/16/2017 | | | | 21,878 | 62,509 | 93,763 | | | | 2,205,955 | | | 02/16/2017 | | | | | | | 156,244 | 40.89 | 41.20 | 621,851 | | Marcos de Quinto | 02/16/2017 | 0 | 716,958 | 1,792,395 | | | | | | | | | | 02/16/2017 | | | | 23,961 | 68,462 | 102,693 | | | | 2,416,038 | | | 02/16/2017 | | | | | | | 171,124 | 40.89 | 41.20 | 681,074 | | J. Alexander M. Douglas, Jr. | 02/16/2017 | 0 | 904,306 | 2,260,765 | | | | | | | | | | 02/16/2017 | | | | 18,583 | 53,096 | 79,644 | | | | 1,873,768 | | | 02/16/2017 | | | | | | | 132,717 | 40.89 | 41.20 | 528,214 | | Irial Finan | 02/16/2017 | 0 | 1,372,154 | 3,430,385 | | | | | | | | | | 02/16/2017 | | | | 26,749 | 76,427 | 114,640 | | | | 2,697,124 | | | 02/16/2017 | | | | | | | 191,031 | 40.89 | 41.20 | 760,303 | | Brian J. Smith | 02/16/2017 | 0 | 812,500 | 2,031,250 | | | | | | | | | | 02/16/2017 | | | | 18,583 | 53,096 | 79,644 | | | | 1,873,768 | | | 02/16/2017 | | | | | | | 132,717 | 40.89 | 41.20 | 528,214 |
2017 Outstanding Equity Awards at Fiscal Year-End
2017 Outstanding Equity Awards at Fiscal Year-End
2017 Outstanding Equity Awards at Fiscal Year-End
| | Option Awards | | | | Stock Awards | | | | | Name (a) | Number of Securities Underlying Unexercised Options (#) Exercisable (b) | Number of Securities Underlying Unexercised Options (#) Unexercisable (c) | Option Exercise Price ($) (e) | Option Expiration Date (f) | Number of Shares or Units of Stock That Have Not Vested (#) (g) | Market Value of Shares or Units of Stock That Have Not Vested ($) (h)* | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) (i) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) (j)* | | Muhtar Kent | 1,265,822(1) | | $25.26500 | 07/16/2018 | 469,833(13) | $21,555,938 | 383,308(14) | $17,586,171 | | | 578,704(2) | | 29.05475 | 07/16/2018 | | | | | | | 2,334,000(3) | | 21.60000 | 02/18/2019 | | | | | | | 1,211,400(4) | | 27.76750 | 02/17/2020 | | | | | | | 1,603,200(5) | | 31.99750 | 02/16/2021 | | | | | | | 1,808,696(6) | | 34.35250 | 02/15/2022 | | | | | | | 1,912,351(7) | | 37.61000 | 02/20/2023 | | | | | | | 1,786,600(8) | 595,534(8) | 37.20500 | 02/19/2024 | | | | | | | 322,391(9) | 322,392(9) | 41.88500 | 02/18/2025 | | | | | | | 118,929(10) | 356,790(10) | 43.51500 | 02/17/2026 | | | | | | | | 482,606(11) | 40.89000 | 02/15/2027 | | | | | | James Quincey | 38,260(6) | | 34.35250 | 02/15/2022 | 157,658(15) | 7,233,349 | 241,683(16) | 11,088,416 | | | 256,972(7) | | 37.61000 | 02/20/2023 | | | | | | | 276,086(8) | 92,028(8) | 37.20500 | 02/19/2024 | | | | | | | 72,465(9) | 72,465(9) | 41.88500 | 02/18/2025 | | | | | | | 66,601(10) | 199,802(10) | 43.51500 | 02/17/2026 | | | | | | | | 337,824(11) | 40.89000 | 02/15/2027 | | | | | | Kathy N. Waller | 23,240(12) | | 29.07250 | 02/20/2018 | 94,204(17) | 4,322,080 | 132,894(18) | 6,097,177 | | | 68,230(3) | | 21.60000 | 02/18/2019 | | | | | | | 88,400(4) | | 27.76750 | 02/17/2020 | | | | | | | 104,200(5) | | 31.99750 | 02/16/2021 | | | | | | | 118,588(6) | | 34.35250 | 02/15/2022 | | | | | | | 119,880(7) | | 37.61000 | 02/20/2023 | | | | | | | 171,414(8) | 57,137(8) | 37.20500 | 02/19/2024 | | | | | | | 124,707(9) | 124,707(9) | 41.88500 | 02/18/2025 | | | | | | | 44,004(10) | 132,012(10) | 43.51500 | 02/17/2026 | | | | | | | | 156,244(11) | 40.89000 | 02/15/2027 | | | | | | Marcos de Quinto | 122,450(5) | | 31.99750 | 02/16/2021 | 85,061(19) | 3,902,599 | 147,646(20) | 6,773,998 | | | 106,435(6) | | 34.35250 | 02/15/2022 | | | | | | | 139,840(7) | | 37.61000 | 02/20/2023 | | | | | | | 133,995(8) | 44,665(8) | 37.20500 | 02/19/2024 | | | | | | | 119,285(9) | 119,285(9) | 41.88500 | 02/18/2025 | | | | | | | 49,505(10) | 148,513(10) | 43.51500 | 02/17/2026 | | | | | | | | 171,124(11) | 40.89000 | 02/15/2027 | | | | | | J. Alexander M. Douglas, Jr. | 22,577(3) | | 21.60000 | 02/18/2019 | 175,924(21) | 8,071,393 | 115,872(22) | 5,316,207 | | | 39,520(4) | | 27.76750 | 02/17/2020 | | | | | | | 50,912(5) | | 31.99750 | 02/16/2021 | | | | | | | 55,870(6) | | 34.35250 | 02/15/2022 | | | | | | | 433,865(7) | | 37.61000 | 02/20/2023 | | | | | | | 405,336(8) | 135,111(8) | 37.20500 | 02/19/2024 | | | | | | | 116,061(9) | 116,061(9) | 41.88500 | 02/18/2025 | | | | | | | 39,247(10) | 117,740(10) | 43.51500 | 02/17/2026 | | | | | | | | 132,717(11) | 40.89000 | 02/15/2027 | | | | |
2017 Outstanding Equity Awards at Fiscal Year-End
| | 2018 Proxy Statement | 71 |
2017 Outstanding Equity Awards at Fiscal Year-End
| | Option Awards | | | | Stock Awards | | | | | Name (a) | Number of Securities Underlying Unexercised Options (#) Exercisable (b) | Number of Securities Underlying Unexercised Options (#) Unexercisable (c) | Option Exercise Price ($) (e) | Option Expiration Date (f) | Number of Shares or Units of Stock That Have Not Vested (#) (g) | Market Value of Shares or Units of Stock That Have Not Vested ($) (h)* | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) (i) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) (j)* | | Irial Finan | 672,268(3) | | 21.60000 | 02/18/2019 | 160,279(23) | 7,353,601 | 155,690(24) | 7,143,057 | | | 341,600(4) | | 27.76750 | 02/17/2020 | | | | | | | 374,200(5) | | 31.99750 | 02/16/2021 | | | | | | | 374,956(6) | | 34.35250 | 02/15/2022 | | | | | | | 418,327(7) | | 37.61000 | 02/20/2023 | | | | | | | 586,229(8) | 195,409(8) | 37.20500 | 02/19/2024 | | | | | | | 146,542(9) | 146,541(9) | 41.88500 | 02/18/2025 | | | | | | | 49,554(10) | 148,662(10) | 43.51500 | 02/17/2026 | | | | | | | | 191,031(11) | 40.89000 | 02/15/2027 | | | | | | Brian J. Smith | 43,000(5) | | 31.99750 | 02/16/2021 | 75,043(25) | 3,442,973 | 90,587(26) | 4,156,132 | | | 177,808(6) | | 34.35250 | 02/15/2022 | | | | | | | 256,972(7) | | 37.61000 | 02/20/2023 | | | | | | | 240,075(8) | 80,024(8) | 37.20500 | 02/19/2024 | | | | | | | 63,013(9) | 63,013(9) | 41.88500 | 02/18/2025 | | | | | | | 23,439(10) | 70,317(10) | 43.51500 | 02/17/2026 | | | | | | | | 132,717(11) | 40.89000 | 02/15/2027 | | | | | | * Market value in columns (h) and (j) was determined by multiplying the number of shares of stock or units, as applicable, by $45.88, the closing price of Common Stock on December 29, 2017, the last trading day of the year. 1 These options were granted on July 17, 2008. The options vested 25% on the first, second, third and fourth anniversaries of the grant date. 2 These options were granted on July 17, 2008. The options vested 100% on the fourth anniversary of the grant date. 3 These options were granted on February 19, 2009. The options vested 25% on the first, second, third and fourth anniversaries of the grant date. 4 These options were granted on February 18, 2010. The options vested 25% on the first, second, third and fourth anniversaries of the grant date. 5 These options were granted on February 17, 2011. The options vested 25% on the first, second, third and fourth anniversaries of the grant date. 6 These options were granted on February 16, 2012. The options vested 25% on the first, second, third and fourth anniversaries of the grant date. 7 These options were granted on February 21, 2013. The options vested 25% on the first, second, third and fourth anniversaries of the grant date. 8 These options were granted on February 20, 2014. The options vest 25% on the first, second, third and fourth anniversaries of the grant date. 9 These options were granted on February 19, 2015. The options vest 25% on the first, second, third and fourth anniversaries of the grant date. 10 These options were granted on February 18, 2016. The options vest 25% on the first, second, third and fourth anniversaries of the grant date. 11 These options were granted on February 16, 2017. The options vest 25% on the first, second, third and fourth anniversaries of the grant date. 12 These options were granted on February 21, 2008. The options vested 25% on the first, second, third and fourth anniversaries of the grant date. 13 Reflects 300,940 restricted stock units issued upon satisfaction of the performance measures under the 2014-2016 PSU program and 168,893 restricted stock units issued upon satisfaction of the performance measures under the 2015-2017 PSU program. 14 Reflects 190,231 PSUs for the 2016-2018 PSU program at the target award level and 193,077 PSUs for the 2017-2019 PSU program at the target award level. 15 Reflects 72,838 restricted stock units that will vest 50% on August 12, 2018 and 50% on August 12, 2019; 46,504 restricted stock units issued upon satisfaction of the performance measures under the 2014-2016 PSU program and 38,316 restricted stock units issued upon satisfaction of the performance measures under the 2015-2017 PSU program. 16 Reflects 106,529 PSUs for the 2016-2018 PSU program at the target award level and 135,154 PSUs for the 2017-2019 PSU program at the target award level. 17 Reflects 28,873 restricted stock units issued upon satisfaction of the performance measures under the 2014-2016 PSU program and 65,331 restricted stock units issued upon satisfaction of the performance measures under the 2015-2017 PSU program. 18 Reflects 70,385 PSUs for the 2016-2018 PSU program at the target award level and 62,509 PSUs for the 2017-2019 PSU program at the target award level. 19 Reflects 22,570 restricted stock units issued upon satisfaction of the performance measures under the 2014-2016 PSU program and 62,491 restricted stock units issued upon satisfaction of the performance measures under the 2015-2017 PSU program. 20 Reflects 79,184 PSUs for the 2016-2018 PSU program at the target award level and 68,462 PSUs for the 2017-2019 PSU program at the target award level. 21 Reflects 12,539 restricted stock units issued upon satisfaction of the 2014 performance measure, 15,047 restricted stock units issued upon the satisfaction of the 2015 performance measure and 17,868 restricted stock units issued upon satisfaction of the 2016 performance measure under a 2014-2016 performance-based award; 68,275 restricted stock units issued upon satisfaction of the performance measures under the 2014-2016 PSU program and 62,195 restricted stock units issued upon satisfaction of the performance measures under the 2015-2017 PSU program. 22 Reflects 62,776 PSUs for the 2016-2018 PSU program at the target award level and 53,096 PSUs for the 2017-2019 PSU program at the target award level. 23 Reflects 98,746 restricted stock units issued upon satisfaction of the performance measures under the 2014-2016 PSU program and 61,533 restricted stock units issued upon satisfaction of the performance measures under the 2015-2017 PSU program. 24 Reflects 79,263 PSUs for the 2016-2018 PSU program at the target award level and 76,427 PSUs for the 2017-2019 PSU program at the target award level. 25 Reflects 40,438 restricted stock units issued upon satisfaction of the performance measures under the 2014-2016 PSU program and 34,605 restricted stock units issued upon satisfaction of the performance measures under the 2015-2017 PSU program. 26 Reflects 37,491 PSUs for the 2016-2018 PSU program at the target award level and 53,096 PSUs for the 2017-2019 PSU program at the target award level. | | | | | | | | |
2017 Outstanding Equity Awards at Fiscal Year-End
| | 2018 Proxy Statement | 72 |
2017 Option Exercises and Stock Vested
2017 Option Exercises and Stock Vested
2017 Option Exercises and Stock Vested
| | Option Awards | | Stock Awards | | | Name (a) | Number of Shares Acquired on Exercise (#) (b) | Value Realized on Exercise ($) (c) | Number of Shares Acquired on Vesting (#) (d) | Value Realized on Vesting ($) (e) | | Muhtar Kent | 731,706 | $12,100,588 | 0 | $0 | | James Quincey | 0 | 0 | 0 | 0 | | Kathy N. Waller | 12,632 | 296,126 | 0 | 0 | | Marcos de Quinto | 197,802 | 4,195,874 | 0 | 0 | | J. Alexander M. Douglas, Jr. | 555,747 | 7,484,245 | 66,667 | 3,062,432 | | Irial Finan | 354,146 | 5,640,975 | 0 | 0 | | Brian J. Smith | 187,800 | 2,785,880 | 0 | 0 |
2017 Pension Benefits
2017 Pension Benefits
2017 Pension Benefits
| Name (a) | Plan Name (b) | Number of Years Credited Service (#) (c) | Present Value of Accumulated Benefit ($) (d) | Payments During Last Fiscal Year ($) (e) | | Muhtar Kent | TCCC Pension Plan | 29.9 | $1,504,450 | $0 | | | TCCC Supplemental Pension Plan | —(1) | 42,527,529 | 0 | | James Quincey | Mobile Plan | 11.1(2) | 1,939,305 | 10,792 | | | TCCC Pension Plan | 3.6 | 95,903 | 0 | | | TCCC Supplemental Pension Plan | —(1) | 330,692 | 0 | | Kathy N. Waller | TCCC Pension Plan | 30.3 | 1,270,749 | 0 | | | TCCC Supplemental Pension Plan | —(1) | 6,274,830 | 0 | | Marcos de Quinto | Mobile Plan | 17.3 | 5,512,649 | 15,149 | | J. Alexander M. Douglas, Jr. | TCCC Pension Plan | 30.0 | 1,050,615 | 0 | | | TCCC Supplemental Pension Plan | —(1) | 7,178,778 | 0 | | Irial Finan | Mobile Plan | 10.9(3) | 7,253,913 | 15,098 | | | TCCC Pension Plan | 2.5 | 66,447 | 0 | | | TCCC Supplemental Pension Plan | —(1) | 362,950 | 0 | | Brian J. Smith | TCCC Pension Plan | 20.8 | 588,597 | 0 | | | TCCC Supplemental Pension Plan | —(1) | 2,883,453 | 0 | | 1 For each person, the same years of service apply to both the TCCC Pension Plan and the TCCC Supplemental Pension Plan, which work in tandem. 2 In May 2017, Mr. Quincey stopped participating in an international service program and localized to the U.S. As a result, Mr. Quincey began participating again in the TCCC Pension Plan and TCCC Supplemental Pension Plan, and stopped accruing benefits in the Mobile Plan. 3 In July 2015, Mr. Finan stopped participating in an international service program. As a result, Mr. Finan began participating in the TCCC Pension Plan and TCCC Supplemental Pension Plan, and stopped accruing benefits under the Mobile Plan. | | | | |
2017 Pension Benefits
The Company provides retirement benefits from various plans to its employees, including the Named Executive Officers. Due to the Company’s global operations, it maintains different plans to address different market conditions, various legal and tax requirements and different groups of employees. In 2017, all Named Executive Officers except Mr. de Quinto participated in or had a benefit under The Coca-Cola Company Pension Plan (the “TCCC Pension Plan”) and The Coca-Cola Company Supplemental Pension Plan (the “TCCC Supplemental Pension Plan”). In 2017, Messrs. Quincey and de Quinto participated in the Mobile Employees Retirement Plan (the “Mobile Plan”). Mr. Finan has a benefit under the Mobile Plan for the period he was covered under an international service program. Additional details of these plans are described in the Summary of Plans in Annex B beginning on page 98. The table above reflects the present value of benefits accrued by each of the Named Executive Officers from the applicable plans. Compensation used for determining pension benefits under the TCCC Pension Plan, the TCCC Supplemental Pension Plan and the Mobile Plan generally includes only salary and short-term cash incentives. The amounts reflected for each plan represent the present value of the maximum benefit payable under the applicable plan. In some cases, the payments may be reduced for early retirement or by benefits paid by other Company-sponsored retirement plans, statutory payments or Social Security. The Company generally does not grant additional years of benefit service, and no Named Executive Officer has been credited with additional years of benefit service. The discount rate assumption used by the Company in calculating the present value of accumulated benefits was 3.63% for the TCCC Pension Plan and 3.60% for the TCCC Supplemental Pension Plan. Additional assumptions used by the Company in calculating the present value of accumulated benefits are incorporated herein by reference to Note 13 to the Company’s consolidated financial statements in the Form 10-K. The calculations assume that the Named Executive Officer continues to live at least until the earliest age at which an unreduced benefit is payable. The Company’s retirement plans utilize a different method of calculating actuarial present value for the purpose of determining a lump sum payment, if any. The traditional pension benefit under the TCCC Supplemental Pension Plan is paid in the form of an annuity if the employee has reached at least age 55 with ten years of service at the time of his or her separation from the Company. Therefore, Ms. Waller and Messrs. Kent, Douglas and Smith are required to take the traditional pension benefit portion of their TCCC Supplemental Pension Plan benefit in the form of an annuity.
2017 Pension Benefits
| | 2018 Proxy Statement | 74 |
2017 Nonqualified Deferred Compensation
2017 Nonqualified Deferred Compensation The following table provides information on the Named Executive Officers’ participation in The Coca-Cola Company Deferred Compensation Plan (the “Deferred Compensation Plan”) and the Supplemental 401(k) Plan, as applicable. These plans either allow eligible employees to defer part of their salary and annual incentive on a voluntary basis or make employees whole when the Company matching contribution is limited under the tax-qualified plan. The Company matching contribution under the Supplemental 401(k) Plan was provided at the same rate as the match in the 401(k) Plan. The Company does not match any additional voluntary deferrals. Additional details of the Deferred Compensation Plan and the Supplemental 401(k) Plan are described in the Summary of Plans in Annex B beginning on page 98.
2017 Nonqualified Deferred Compensation
| Name (a) | Plan Name | Executive Contributions in Last FY ($) (b) | Registrant Contributions in Last FY ($) (c) | Aggregate Earnings in Last FY ($) (d) | Aggregate Withdrawals/ Distributions ($) (e) | Aggregate Balance at Last FYE ($) (f) | | Muhtar Kent | Deferred Compensation Plan | N/A | N/A | N/A | N/A | N/A | | | Supplemental 401(k) Plan | N/A | $176,050 | $408,537 | $0 | $3,282,096 | | James Quincey | Deferred Compensation Plan | N/A | N/A | N/A | N/A | N/A | | | Supplemental 401(k) Plan | N/A | 20,883 | 447 | 0 | 22,974 | | Kathy N. Waller | Deferred Compensation Plan | $158,521 | 0 | 98,547 | 0 | 645,517 | | | Supplemental 401(k) Plan | N/A | 56,178 | 46,535 | 0 | 392,509 | | Marcos de Quinto | Deferred Compensation Plan | N/A | N/A | N/A | N/A | N/A | | J. Alexander M. Douglas, Jr. | Deferred Compensation Plan | 0 | 0 | 411,300 | 0 | 2,899,638 | | | Supplemental 401(k) Plan | N/A | 56,067 | 153,524 | 0 | 1,236,908 | | Irial Finan | Deferred Compensation Plan | N/A | N/A | N/A | N/A | N/A | | | Supplemental 401(k) Plan | N/A | 70,112 | 17,830 | 0 | 169,188 | | Brian J. Smith | Deferred Compensation Plan | 162,500 | 0 | 42,164 | 0 | 374,586 | | | Supplemental 401(k) Plan | N/A | 41,443 | 71,315 | 0 | 582,350 |
PAYMENTS ON TERMINATION OR CHANGE IN CONTROL
PAYMENTS ON TERMINATION OR CHANGE IN CONTROL
Termination
Termination The treatment of equity upon termination of employment depends on the reason for the termination and the employee’s age and length of service at termination. The chart below details the termination provisions of the various equity award types.
Termination
| Award Type | Separation Prior to Meeting Age/Service Requirement(1) | Separation After Meeting Age/Service Requirement(1) | | Stock Options | Employees have six months to exercise vested options. Unvested options are forfeited. | All options held at least 12 months vest. Employees have the full remaining term to exercise the options. | | Restricted Stock/ Restricted Stock Units | Shares are forfeited unless held until the time specified in the grant and performance measures, if any, are met. | Shares are forfeited unless held until the time specified in the grant and performance measures, if any, are met. Some grants vest upon meeting age and service requirements. | | PSUs | All PSUs are forfeited if separation occurs prior to satisfaction of performance measures and holding requirements. | For grants held at least 12 months, the employee receives the same number of earned shares as active employees after the results are certified. | | 1 The age and service requirement is generally age 60 with at least ten years of service. In 2012, the Compensation Committee approved a special equity program for employees who are at least age 50 with at least ten years of service and are involuntarily terminated. This program provides that (i) outstanding stock options held at least 12 months will not be forfeited and continue to vest for up to four years and (ii) outstanding PSUs held at least 12 months will not be forfeited and a prorated amount will be released after the results are certified. Executive officers are not eligible for this program without specific approval by the Compensation Committee. No Named Executive Officer has been made eligible for the program. Equity plans and award agreements were amended in February 2013 to apply these provisions to all grants beginning in 2013 for all eligible employees. | | |
Quantification of Payments upon Termination or Change in Control
Quantification of Payments upon Termination or Change in Control The following table and footnotes describe the potential payments to the Named Executive Officers upon termination of employment or a change in control of the Company as of December 31, 2017. While Mr. Douglas retired on March 1, 2018, and Messrs. de Quinto and Finan will be retiring later in 2018, this section assumes the applicable triggering event occurred on December 31, 2017. The table does not include: ✹ compensation or benefits previously earned by the Named Executive Officers or equity awards that are fully vested; ✹ the value of pension benefits that are disclosed in the 2017 Pension Benefits table beginning on page 74, except for any pension enhancement triggered by the event, if applicable; ✹ the amounts payable under deferred compensation plans that are disclosed in the 2017 Nonqualified Deferred Compensation table on page 75; or the value of any benefits (such as retiree health coverage, life insurance and disability coverage) provided on the same basis to substantially all other employees in the country in which the Named Executive Officer works.
Quantification of Payments upon Termination or Change in Control
| | 2018 Proxy Statement | 79 |
Quantification of Payments upon Termination or Change in Control
| | Voluntary Separation $ (a) | Involuntary Separation $ (b) | Death $ (c) | Disability $ (d) | Change in Control $ (e) | | Mr. Kent | | | | | | | Severance Payments | $0 | $2,000,000 | $0 | $0 | $0 | | Annual Incentive(1) | 0 | 0 | 0 | 0 | 2,000,000 | | Stock Options(2) | 7,298,022 | 7,298,022 | 9,706,226 | 9,706,226 | 9,706,226 | | PSUs and Restricted Stock Units(3) | 13,807,127 | 13,807,127 | 37,308,423 | 13,807,127 | 31,451,153 | | Pension Enhancement | 0 | 0 | 0 | 0 | 0 | | TOTAL | 21,105,149 | 23,105,149 | 47,014,649 | 23,513,353 | 43,157,379 | | Mr. Quincey | | | | | | | Severance Payments | 0 | 2,600,000 | 0 | 0 | 0 | | Annual Incentive(1) | 0 | 0 | 0 | 0 | 2,493,150 | | Stock Options(2) | 0 | 1,560,372 | 3,246,114 | 3,246,114 | 3,246,114 | | PSUs and Restricted Stock Units(3) | 0 | 2,133,604 | 17,893,384 | 5,475,411 | 12,795,060 | | Pension Enhancement(4) | 0 | 0 | 0 | 0 | 92,418 | | TOTAL | 0 | 6,293,976 | 21,139,498 | 8,721,525 | 18,626,742 | | Ms. Waller | | | | | | | Severance Payments | 0 | 1,700,000 | 0 | 0 | 0 | | Annual Incentive(1) | 0 | 0 | 0 | 0 | 1,062,500 | | Stock Options(2) | 0 | 1,306,076 | 2,085,734 | 2,085,734 | 2,085,734 | | PSUs and Restricted Stock Units(3) | 0 | 1,324,693 | 9,709,951 | 1,324,693 | 7,865,621 | | Pension Enhancement | 0 | 0 | 0 | 0 | 0 | | TOTAL | 0 | 4,330,769 | 11,795,685 | 3,410,427 | 11,013,855 | | Mr. de Quinto | | | | | | | Severance Payments | 0 | 68,176 | 0 | 0 | 0 | | Annual Incentive(1) | 0 | 0 | 0 | 0 | 716,958 | | Stock Options(2) | 0 | 1,215,246 | 2,069,154 | 2,069,154 | 2,069,154 | | PSUs and Restricted Stock Units(3) | 0 | 1,035,512 | 9,998,124 | 1,035,512 | 7,787,442 | | Pension Enhancement | 0 | 0 | 0 | 0 | 0 | | TOTAL | 0 | 2,318,934 | 12,067,278 | 3,104,666 | 10,573,554 | | Mr. Douglas | | | | | | | Severance Payments | 0 | 1,446,890 | 0 | 0 | 0 | | Annual Incentive(1) | 0 | 0 | 0 | 0 | 904,306 | | Stock Options(2) | 0 | 1,914,207 | 2,576,465 | 2,576,465 | 2,576,465 | | PSUs and Restricted Stock Units(3) | 0 | 3,132,457 | 12,663,568 | 5,217,887 | 11,144,252 | | Pension Enhancement | 0 | 0 | 0 | 0 | 0 | | TOTAL | 0 | 6,493,554 | 15,240,033 | 7,794,352 | 14,625,023 | | Mr. Finan | | | | | | | Severance Payments | 0 | 1,829,538 | 0 | 0 | 0 | | Annual Incentive(1) | 0 | 0 | 0 | 0 | 1,372,154 | | Stock Options(2) | 2,632,190 | 2,632,190 | 3,585,435 | 3,585,435 | 3,585,435 | | PSUs and Restricted Stock Units(3) | 4,530,466 | 4,530,466 | 14,362,229 | 4,530,466 | 12,156,778 | | Pension Enhancement | 0 | 0 | 0 | 0 | 0 | | TOTAL | 7,162,656 | 8,992,194 | 17,947,664 | 8,115,901 | 17,114,367 | | Mr. Smith | | | | | | | Severance Payments | 0 | 1,300,000 | 0 | 0 | 0 | | Annual Incentive(1) | 0 | 0 | 0 | 0 | 812,500 | | Stock Options(2) | 1,112,245 | 1,112,245 | 1,774,503 | 1,774,503 | 1,774,503 | | PSUs and Restricted Stock Units(3) | 1,855,295 | 1,855,295 | 7,167,557 | 1,855,295 | 5,548,268 | | Pension Enhancement | 0 | 0 | 0 | 0 | 0 | | TOTAL | 2,967,540 | 4,267,540 | 8,942,060 | 3,629,798 | 8,135,271 |
Quantification of Payments upon Termination or Change in Control
| | 2018 Proxy Statement | 80 |
Quantification of Payments upon Termination or Change in Control
| 1 Except upon a change in control, no amounts are included for the Performance Incentive Plan because the Named Executive Officers would be entitled to the same payment regardless of whether the event occurred. Upon a change in control, the target annual incentive amount is guaranteed (subject to proration if the participant leaves before the end of the year). 2 Represents the intrinsic value of the acceleration of vesting of any stock options that vest upon the event. Intrinsic value is the difference between the exercise price of the stock option and the closing price of Common Stock, which was $45.88 on December 29, 2017, the last trading day of the year. 3 No amounts are included for the 2015-2017, 2016-2018 and 2017-2019 PSU programs for Voluntary Separation, Involuntary Separation and Disability because the PSUs remain subject to performance requirements even after the event. See page 58 for the status of these PSU programs. 4 For Mr. Quincey, represents the value of a more favorable early retirement subsidy in the event of a change in control and subsequent termination. No other Named Executive Officer would receive a pension enhancement upon a change in control. |
PAY RATIO DISCLOSURE
PAY RATIO DISCLOSURE Under Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(u) of Regulation S-K, the Company is required to provide the ratio of the annual total compensation of Mr. Quincey, who has served as the Company’s Chief Executive Officer since May 1, 2017, to the annual total compensation of the median employee of the Company (the “Pay Ratio Disclosure”). For 2017, the median annual total compensation of all employees of the Company and its consolidated subsidiaries (other than the Chief Executive Officer) was $47,312. Mr. Quincey’s annual total compensation for 2017 for purposes of the Pay Ratio Disclosure was $10,874,694. Based on this information, for 2017, the ratio of the compensation of the Chief Executive Officer to the median annual total compensation of all other employees was estimated to be 230 to 1. To identify, and to determine the annual total compensation of, the median employee, we used the following methodology: ✹ We collected the payroll data of all employees globally, whether employed on a full-time, part-time, temporary or seasonal basis as of October 1, 2017. ✹ We annualized the compensation of all permanent full-time and part-time employees who were hired by the Company and its consolidated subsidiaries between January 1 and October 1, 2017. We applied an exchange rate as of October 1, 2017, to convert all international currencies into U.S. dollars. ✹ We used total base pay as of October 1, 2017, as our consistently applied compensation measure. We identified all employees within 5% of the median, and from this group used statistical sampling to select an employee as a reasonable representative of our median employee. Using this methodology, we determined that the median employee was a non-exempt, full-time employee located in the U.S. with an annual total compensation of $47,312 for 2017, calculated in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, which includes base pay, overtime pay and the Company’s matching contribution to that employee’s 401(k) plan, as well as the change in pension value during 2017 under the TCCC Pension Plan. Mr. Quincey served as Chief Executive Officer on October 1, 2017, the determination date of the median employee. Because Mr. Quincey did not serve as the Chief Executive Officer for the entirety of 2017, we elected to annualize the following components of his compensation for purposes of the Pay Ratio Disclosure as if he were the Chief Executive Officer for the full year ending December 31, 2017: base salary, annual incentive and aircraft usage, as well as the Company’s matching contributions to Mr. Quincey in the 401(k) Plan and the Supplemental 401(k) Plan. No other adjustments were made to the remaining components of Mr. Quincey’s annual total compensation as reported in the 2017 Summary Compensation Table. As a result of these annualizing adjustments, for purposes of the Pay Ratio Disclosure, Mr. Quincey’s annual total compensation of $10,874,694 for 2017 differs from the amount of $10,582,230 reported for Mr. Quincey in the 2017 Summary Compensation Table (see page 65). The Pay Ratio Disclosure presented above is a reasonable estimate. Because the SEC rules for identifying the median employee and calculating the pay ratio allow companies to use different methodologies, exemptions, estimates and assumptions, the Pay Ratio Disclosure may not be comparable to the pay ratio reported by other companies.
PAY RATIO DISCLOSURE
| | 2018 Proxy Statement | 83 |
COMPANY DOCUMENTS, COMMUNICATIONS, SHAREOWNER PROPOSALS AND DIRECTOR NOMINEES
COMPANY DOCUMENTS, COMMUNICATIONS, SHAREOWNER PROPOSALS AND DIRECTOR NOMINEES

DEF 14A of Coca Cola Co

TABLE OF CONTENTS

TABLE OF CONTENTS

TABLE OF CONTENTS

DIRECTOR NOMINEES

DIRECTOR NOMINEES

DIRECTOR NOMINEES

DIRECTOR NOMINEES

DIRECTOR NOMINEES

DIRECTOR NOMINEES

2017 COMPENSATION

ELECTION OF DIRECTORS

Director Nominee Selection Process

2018 Director Nominees

2018 Director Nominees

2018 Director Nominees

2018 Director Nominees

2018 Director Nominees

2018 Director Nominees

2018 Director Nominees

2018 Director Nominees

2018 Director Nominees

2018 Director Nominees

2018 Director Nominees

2018 Director Nominees

2018 Director Nominees

2018 Director Nominees

2018 Director Nominees

2018 Director Nominees

2018 Director Nominees

2018 Director Nominees

2018 Director Nominees

2018 Director Nominees

2018 Director Nominees

2018 Director Nominees

2018 Director Nominees

2018 Director Nominees

2018 Director Nominees

2018 Director Nominees

2018 Director Nominees

2018 Director Nominees

2018 Director Nominees

2018 Director Nominees

2018 Director Nominees

2018 Director Nominees

2018 Director Nominees

2018 Director Nominees

2018 Director Nominees

2018 Director Nominees

2018 Director Nominees

2018 Director Nominees

2018 Director Nominees

2018 Director Nominees

2018 Director Nominees

2018 Director Nominees

2018 Director Nominees

2018 Director Nominees

DIRECTOR COMPENSATION

2017 Director Compensation Table

2017 Director Compensation Table

Directors and Executive Officers

Directors and Executive Officers

Directors and Executive Officers

Directors and Executive Officers

Directors and Executive Officers

Message from the Compensation Committee

Compensation Program Enhancements for 2018

Return to Shareowners

Our Compensation Philosophy

KEY ACCOMPLISHMENTS

KEY ACCOMPLISHMENTS

Muhtar Kent

Muhtar Kent

Kathy N. Waller

Kathy N. Waller

Marcos de Quinto

Marcos de Quinto

Marcos de Quinto

Marcos de Quinto

Irial Finan