DEF 14A of Kraft Heinz Co
Filed Mar 22, 2024 · FY20230001308179-24-000234
Our People
| Company Overview | Voting Roadmap | Stockholder Engagement | Our Board | Governance | Director Compensation | Beneficial Ownership | Executive Compensation | Audit Matters | Stockholder Proposals | Other Information | Appendix A. Non-GAAP |
Our People
| Company Overview | Voting Roadmap | Stockholder Engagement | Our Board | Governance | Director Compensation | Beneficial Ownership | Executive Compensation | Audit Matters | Stockholder Proposals | Other Information | Appendix A. Non-GAAP |
Our People
| Company Overview | Voting Roadmap | Stockholder Engagement | Our Board | Governance | Director Compensation | Beneficial Ownership | Executive Compensation | Audit Matters | Stockholder Proposals | Other Information | Appendix A. Non-GAAP |
Our Environmental and Sustainability Efforts
| Company Overview | Voting Roadmap | Stockholder Engagement | Our Board | Governance | Director Compensation | Beneficial Ownership | Executive Compensation | Audit Matters | Stockholder Proposals | Other Information | Appendix A. Non-GAAP |
HELP SUPPORT OUR SUSTAINABILITY EFFORTS — CHOOSE ELECTRONIC DELIVERY
| Company Overview | Voting Roadmap | Stockholder Engagement | Our Board | Governance | Director Compensation | Beneficial Ownership | Executive Compensation | Audit Matters | Stockholder Proposals | Other Information | Appendix A. Non-GAAP |
CEO Transition
| Company Overview | Voting Roadmap | Stockholder Engagement | Our Board | Governance | Director Compensation | Beneficial Ownership | Executive Compensation | Audit Matters | Stockholder Proposals | Other Information | Appendix A. Non-GAAP |
2023 PERFORMANCE HIGHLIGHTS
| Company Overview | Voting Roadmap | Stockholder Engagement | Our Board | Governance | Director Compensation | Beneficial Ownership | Executive Compensation | Audit Matters | Stockholder Proposals | Other Information | Appendix A. Non-GAAP |
VOTING ROADMAP
| Company Overview | Voting Roadmap | Stockholder Engagement | Our Board | Governance | Director Compensation | Beneficial Ownership | Executive Compensation | Audit Matters | Stockholder Proposals | Other Information | Appendix A. Non-GAAP |
Director Nominees at a Glance
Director Nominees at a Glance ALICIA KNAPP, Independent President and Chief Executive Officer, BHE Renewables, LLC Director Since: 2022 Other Current Public Company Boards: None JOHN T. CAHILL, VICE CHAIR Independent Former Chief Executive Officer and Executive Chairman, Kraft Foods Group, Inc. Director Since: 2015 Other Current Public Company Boards: 2 LORI DICKERSON FOUCHÉ, Independent Former Senior Executive Vice President and Chief Executive Officer, TIAA Financial Solutions, TIAA Director Since: 2021 Other Current Public Company Boards: 1 2023 , CARLOS ABRAMSRIVERA Chief Executive Officer, Kraft Heinz Director Since: Other Current Public Company Boards: None INDEPENDENCE 9 of 11 Directors MIGUEL PATRICIO, CHAIR Non-Executive Former Chief Executive Officer, Kraft Heinz Director Since: 2021 Other Current Public Company Boards: None Audit Committee Compensation Committee Governance Committee Chair TIMOTHY KENESEY, Independent President and Chief Executive Officer, MedPro Group Inc. Director Since: 2020 ELIO LEONI SCETI, Independent Co-Founder, Chief Crafter, and Chairman, The Craftory Director Since: 2020 Other Current Public Company Boards: None HUMBERTO P. ALFONSO, Independent Former Executive Vice President and Chief Financial Officer, Information Services Group, Inc. Director Since: 2023 Other Current Public Company Boards: 1 JOHN C. POPE, LEAD DIRECTOR Independent Chairman and Chief Executive Officer, PFI Group LLC Director Since: 2015 Other Current Public Company Boards: 2 JAMES PARK, Independent Vice President, Alphabet, Google LLC DIANE GHERSON, Independent Former Senior Vice President and Chief Human Resources Officer, International Business Machines Corporation (IBM) Director Since: 2022 Other Current Public Company Boards: None Director Since: 2022 Other Current Public Company Boards: None Other Current Public Company Boards: None
Director Nominees at a Glance
| 2024 Proxy Statement | 15 |
Director Nominees at a Glance
| Company Overview | Voting Roadmap | Stockholder Engagement | Our Board | Governance | Director Compensation | Beneficial Ownership | Executive Compensation | Audit Matters | Stockholder Proposals | Other Information | Appendix A. Non-GAAP |
Director Nominees at a Glance
| PROPOSAL 2 | | | ADVISORY VOTE TO APPROVE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS | | | Approve, on an advisory (non-binding) basis, the compensation of our Named Executive Officers (“NEOs”), as described in the Compensation Discussion and Analysis and Executive Compensation Tables in this Proxy Statement. | | | | |
Director Nominees at a Glance
| THE BOARD RECOMMENDS A VOTE FOR PROPOSAL 2. | More on Page 58 |
Director Nominees at a Glance
The cornerstone of our compensation program is our pay-for-performance philosophy that is designed to link a significant portion of each NEO’s compensation to their individual performance and Kraft Heinz’s performance, including ambitious performance targets set in alignment with our strategic plan and above market expectations. Our compensation elements are designed to work together to recognize above median performance, continue to drive value creation, and align our employee’s interests with those of our stockholders.
Director Nominees at a Glance
| | The Human Capital and Compensation Committee (“Compensation Committee”) designs our compensation program to be aligned with our long-term growth strategy and stockholders’ interests, with executive compensation significantly weighted to be at-risk and performance-driven. | | | | CASH | Base salary provides a stable source of income designed to be market competitive Performance Bonus Plan awards motivate and reward performance in line with our strategic plan | | | EQUITY | Performance Share Units (“PSUs”) incentivize total shareholder return (“TSR”) and reward achievement against long-term Company financial performance targets and long-term performance of our common stock Restricted Stock Units (“RSUs”) incentivize retention and ownership and reward achievement with long-term performance of our common stock | | Performance-Driven to Align with Stockholder Interests | CEO 2023* Other NEOs 2023** 9% 30% 28% 13% CEO Base Salary PSUs Performance Bonus Plan at Target 20% Matching RSUs RSUs 78% Performance-Based and/or at Risk 10% 20% Performance Bonus Plan at Target 14% Matching RSUs 37% 71% 19% Base Salary PSUs RSUs Performance-Based and/or at Risk Other NEOs | | | | Charts illustrate the mix of performance-driven, at-risk compensation as a percent of target total direct compensation. We consider the Matching RSUs awarded under the Bonus Investment Plan to be performance-driven because the match amount is determined based on achievement under the Performance Bonus Plan and at-risk because they remain subject to vesting and their value is subject to the long-term performance of our common stock. * Reflects 2023 compensation for Mr. Patricio. For 2024, Mr. Abrams-Rivera’s compensation as CEO reflects a change in compensation philosophy by the Compensation Committee moving away from front-loaded multi-year equity grants. For additional information on Mr. Abrams-Rivera’s 2024 compensation as our CEO, see Executive Compensation—Compensation Discussion and Analysis—2024 Compensation Changes—CEO Compensation Changes. ** Equity award values for Mr. Abrams-Rivera reflect the pro-rata 2023 value of his sign-on new hire awards granted in March 2020 and annualized over four years. | |
Director Nominees at a Glance
| 2024 Proxy Statement | 16 |
Director Nominees at a Glance
| Company Overview | Voting Roadmap | Stockholder Engagement | Our Board | Governance | Director Compensation | Beneficial Ownership | Executive Compensation | Audit Matters | Stockholder Proposals | Other Information | Appendix A. Non-GAAP |
Director Nominees at a Glance
| Equity Mix Weighted to Performance Share Units | Beginning with the equity awards granted in 2023, our annual equity award mix includes 70% PSUs and 30% RSUs. Our 2023 PSUs feature a 3-year performance period and are based 40% on three-year average annual Company TSR performance relative to the peer group, with TSR achievement capped at target in the event the Company has a negative TSR; 30% on three-year Organic Net Sales compound annual growth rate (CAGR); and 30% on three-year cumulative Free Cash Flow. | 30% 3-Year TSR 3-Year Organic Net Sales CAGR 70% PSUs RSUs 21% 3-Year Cumulative Free Cash Flow 28% 21% |
Director Nominees at a Glance
| Ambitious Targets | We value meritocracy and our performance-based compensation opportunity is designed to be highly market competitive and includes individual and business targets designed to be ambitious but attainable. | | Responsive to Stockholders | At our 2023 Annual Meeting, stockholders supported the compensation of our NEOs with approval by approximately 97% of the votes cast. In the fall of 2023, we solicited feedback regarding the design and effectiveness of our executive compensation program from a number of our largest stockholders as part of our 2023 stockholder engagement program. Taking into consideration the strong support in 2023 and the feedback received during our fall stockholder engagement meetings, the Compensation Committee has maintained the general design of our compensation program for 2024. The Compensation Committee is committed to continual review and refinement of our compensation program, taking into consideration stockholder feedback and the evolution of our business. For additional information regarding the substantive actions we have taken, informed by our stockholder engagement, see Executive Compensation—Compensation Discussion and Analysis—Compensation Structure and Goals—Year-Round Executive Compensation-Setting Process—Consideration of Say-On-Pay Vote. | | Peer Benchmarked | We use objective criteria to establish our peer company group and evaluate executive compensation versus our peer group median and in light of individual contribution and performance. |
Director Nominees at a Glance
| PROPOSAL 3 | | | RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS | | | Ratify the selection of PricewaterhouseCoopers LLP (“PwC”) as our independent auditors for the fiscal year ending on December 28, 2024. | | | | |
Director Nominees at a Glance
| THE BOARD RECOMMENDS A VOTE FOR PROPOSAL 3. | More on Page 100 |
Director Nominees at a Glance
Taking into consideration the quality of services provided by PwC and the factors described in the Audit Matters section of this Proxy Statement, the Audit Committee and the Board have determined that the retention of PwC as our independent auditors continues to be in the best interests of the Company and our stockholders. The Audit Committee believes that PwC’s tenure as the Company’s auditor lends PwC valuable experience with the Company and knowledge of our business that are a benefit to the quality and effectiveness of PwC’s audit. This experience enables PwC to develop and implement efficient and innovative audit processes with respect to Kraft Heinz, focus on the risks that are significant to the Company and its industry, and provide services for fees the Audit Committee considers competitive.
Director Nominees at a Glance
| 2024 Proxy Statement | 17 |
Director Nominees at a Glance
| Company Overview | Voting Roadmap | Stockholder Engagement | Our Board | Governance | Director Compensation | Beneficial Ownership | Executive Compensation | Audit Matters | Stockholder Proposals | Other Information | Appendix A. Non-GAAP |
Director Nominees at a Glance
| PROPOSAL 4 | | | STOCKHOLDER PROPOSAL — REPORT ON RECYCLABILITY CLAIMS | | | A stockholder proposal, if properly presented at the Annual Meeting, requesting the Company issue a report by December 2024 providing the factual basis for legitimacy of all recyclable claims made on plastic packaging. | | | | |
Director Nominees at a Glance
| THE BOARD RECOMMENDS A VOTE AGAINST PROPOSAL 4. | More on Page 104 |
Director Nominees at a Glance
The Board believes our current efforts meet the aims of the proposal and have a significant impact on improving and reducing our packaging while reducing risk for the Company. We are committed to recycling and to providing consumers with clear information to help increase recycling rates as much as possible, while also continuing to evolve with a dynamic and rapidly-evolving recycling and regulatory landscape. We have stringent internal measures designed to provide that on-pack claims are not misleading to consumers, and our on-pack recycling labeling is reviewed utilizing industry guidance. The Board believes the report requested by the proponent would divert time and expenses from our current efforts and reporting without adding value for stockholders or other stakeholders.
Director Nominees at a Glance
| PROPOSAL 5 | | | STOCKHOLDER PROPOSAL — REPORT ON GROUP-HOUSED PORK | | | A stockholder proposal, if properly presented at the Annual Meeting, requesting the Company disclose the percentage of group-housed pork in each of its main geographic regions and establish measurable targets for “phasing out the purchase of pork from suppliers who use gestation stalls.” | | | | |
Director Nominees at a Glance
| THE BOARD RECOMMENDS A VOTE AGAINST PROPOSAL 5. | More on Page 107 |
Director Nominees at a Glance
The Board believes that, in light of our current policies and practices with respect to animal welfare and the progress the Company is making on the ESG topics the Company has determined are most significant for Kraft Heinz, as disclosed in our annual ESG Reports, the adoption of the stockholder’s proposal would divert management’s time and Kraft Heinz resources without providing meaningful benefit to the Company or our stockholders. Although we neither own nor manage farms, we require our suppliers to comply with our Global Animal Welfare Policy and Supplier Implementation Guide, which set forth our policies and expectations for our suppliers with respect to the treatment of animals, and the laws and ordinances where they do business, and we continuously monitor and evaluate suppliers’ compliance with our policies and local laws through our due diligence processes and audits.
Director Nominees at a Glance
| 2024 Proxy Statement | 18 |
Director Nominees at a Glance
| Company Overview | Voting Roadmap | Stockholder Engagement | Our Board | Governance | Director Compensation | Beneficial Ownership | Executive Compensation | Audit Matters | Stockholder Proposals | Other Information | Appendix A. Non-GAAP |
Director Nominees at a Glance
| PROPOSAL 6 | | | STOCKHOLDER PROPOSAL — REPORT ON GREENHOUSE GAS GOALS | | | A stockholder proposal, if properly presented at the Annual Meeting, claiming carbon-reduction commitments create risk of SEC enforcement without providing clear benefit to the climate or other values and requesting the Company produce a report analyzing the risks arising from voluntary carbon-reduction commitments. | | | | |
Director Nominees at a Glance
| THE BOARD RECOMMENDS A VOTE AGAINST PROPOSAL 6. | More on Page 111 |
Director Nominees at a Glance
We fundamentally disagree with the proponent’s position that voluntary carbon-reduction commitments and reporting on the Company’s efforts with respect to greenhouse gas (“GHG”) emissions will create unreasonable risk for the Company. Rather, the proponent’s request appears to create additional cost and risk for the Company by contradicting pending climate regulations, which will require us to disclose the impacts, risks, and opportunities of climate change on our business. We believe that our aspirations with respect to GHG emissions, and the disclosure we provide on our progress toward those aspirations, help us make climate-smart business decisions that help us manage climate risk. Furthermore, we believe these efforts are consistent with the expectations of the majority of our stockholders and other stakeholders and provide value to the Company and our stockholders. For these reasons, the Board believes that the adoption of the stockholder’s proposal would unnecessarily divert management’s time and Kraft Heinz resources without providing meaningful benefit to the Company or our stockholders.
Director Nominees at a Glance
| 2024 Proxy Statement | 19 |
YEAR-ROUND ENGAGEMENT
| Company Overview | Voting Roadmap | Stockholder Engagement | Our Board | Governance | Director Compensation | Beneficial Ownership | Executive Compensation | Audit Matters | Stockholder Proposals | Other Information | Appendix A. Non-GAAP |
2023 Engagement Highlights
| Company Overview | Voting Roadmap | Stockholder Engagement | Our Board | Governance | Director Compensation | Beneficial Ownership | Executive Compensation | Audit Matters | Stockholder Proposals | Other Information | Appendix A. Non-GAAP |
OUR BOARD
OUR BOARD
PROPOSAL 1. ELECTION OF DIRECTORS
PROPOSAL 1. ELECTION OF DIRECTORS At the recommendation of the Governance Committee, the Board has nominated the 11 directors named in this Proxy Statement for election at the Annual Meeting. If elected, the directors will serve for a one-year term expiring at the 2025 Annual Meeting of Stockholders and until their successors have been duly elected and qualified or until their earlier death, resignation, disqualification, or removal. Gregory E. Abel and Susan Mulder are not standing for re-election at the Annual Meeting and, as a result, will step down from the Board effective upon the election of directors at the Annual Meeting. The Board believes the director nominees are highly qualified and collectively have the appropriate mix of attributes, perspectives, experience, and expertise to provide strong leadership, counsel, and oversight to the Company and management to advance our long-term strategy and deliver value to stockholders. Each nominee has consented to being named as a nominee and has accepted the nomination and agreed to serve as a director if elected. All of the director nominees are current directors. Ten of the directors were elected by stockholders at our 2023 Annual Meeting. The Board appointed Mr. Abrams-Rivera, effective December 31, 2023, in connection with his selection by the Board to succeed Mr. Patricio as the Company’s CEO, as previously disclosed. The Board believes that each nominee will be able and willing to serve if elected. However, if any nominee becomes unable or unwilling to serve between the date of this Proxy Statement and the Annual Meeting, the Board may designate a new nominee, and the persons named as proxy holders may vote for the substitute nominee. Alternatively, the Board may reduce the size of the Board.
PROPOSAL 1. ELECTION OF DIRECTORS
| THE BOARD RECOMMENDS A VOTE FOR EACH OF THE DIRECTOR NOMINEES NAMED FOR ELECTION IN THIS PROXY STATEMENT. |
PROPOSAL 1. ELECTION OF DIRECTORS
| 2024 Proxy Statement | 23 |
PROPOSAL 1. ELECTION OF DIRECTORS
| Company Overview | Voting Roadmap | Stockholder Engagement | Our Board | Governance | Director Compensation | Beneficial Ownership | Executive Compensation | Audit Matters | Stockholder Proposals | Other Information | Appendix A. Non-GAAP |
OUR 2024 DIRECTOR NOMINEES
OUR 2024 DIRECTOR NOMINEES The nominees represent diverse backgrounds, experiences, and skills, coupled with strong independence, judgement, and integrity, and embody the qualifications relevant to Kraft Heinz’s global operations and long-term strategic vision. We believe advancing diversity creates a competitive advantage that differentiates and elevates everything we do — and that commitment starts at the top.
Director Nominee Qualifications
Director Nominee Qualifications
Director Nominee Qualification Highlights
Director Nominee Qualification Highlights 45% 50s TENURE AGE ENGAGEMENT 82% INDEPENDENT AVERAGE YEARS 3.32 82% 0-4 YEARS 18% 5-9 YEARS 18% UNDER 50 27% 60s 9% 70s AVERAGE YEARS 59 45% PEOPLE OF COLOR 96% AVERAGE ATTENDANCE OF DIRECTORS AT BOARD AND COMMITTEE MEETINGS IN 2023 WOMEN
Director Nominee Qualification Highlights
| * Reflects Ms. Mulder’s retirement from the Board, effective as of the 2024 Annual Meeting. Since November 2022, our Board has included 4 women, or 31% to 33% of the Board. The Board is committed to maintaining gender diversity at or above 30% by the 2025 Annual Meeting. |
Director Nominee Qualification Highlights
| 2024 Proxy Statement | 24 |
Director Nominee Qualification Highlights
| Company Overview | Voting Roadmap | Stockholder Engagement | Our Board | Governance | Director Compensation | Beneficial Ownership | Executive Compensation | Audit Matters | Stockholder Proposals | Other Information | Appendix A. Non-GAAP |
Director Nominee Skills and Expertise
Director Nominee Skills and Expertise The following highlights the key skills and expertise that, together with other factors, led the Governance Committee and the Board to recommend the director nominees for election. The matrix is intended to depict notable areas of experience and expertise for each director nominee. The lack of a mark does not mean that the nominee does not possess that qualification or skill.
Director Nominee Skills and Expertise
| | | | | | | | | | | | | | | | FINANCIAL AND ACCOUNTING Experience in and an understanding of accounting and financial reporting processes, capital structure, and complex financial transactions is critical to oversight of our performance and compliance with our reporting obligations as a U.S. publicly traded company. | | | | | | | | | | | | | | GLOBAL BUSINESS AND EMERGING MARKETS Experience in global business, markets, and supply chains or emerging markets, or familiarity with culture, trends, and issues outside of the United States supports our key strategic initiatives for growth as a global company. | | | | | | | | | | | | | | CPG OR RELATED INDUSTRY Experience in the consumer packaged goods or similar consumer-focused industry provides important insight into trends and best practices in manufacturing, marketing, and selling food and beverage products. | | | | | | | | | | | | | | ENTERPRISE LEADERSHIP Experience in oversight and operations as a chief executive officer, chief operating officer, or other senior-level officer, particularly in a public company or other complex global organization, provides a range of practical insights into the operation of large organizations like ours. | | | | | | | | | | | | | | SUSTAINABILITY AND HUMAN CAPITAL Experience in environmental stewardship, sustainability, nutrition and wellness, and social responsibility or human capital management strengthens the Board’s oversight of long-term value creation through a responsible and sustainable business model. | | | | | | | | | | | | | | REGULATORY AND PUBLIC POLICY Experience in a highly regulated industry or public policy in the United States or globally provides valuable insight as our business operates in a continuously evolving global regulatory landscape. | | | | | | | | | | | | | | RISK MANAGEMENT Experience with oversight and management of various strategic, financial, operational, and commercial risks facing the Company enables robust oversight of our efforts to mitigate risk and promote compliance. | | | | | | | | | | | | | | STRATEGIC TRANSACTIONS Experience in complex strategic acquisitions, divestitures, or other transactions provides perspective with respect to our transformation and long-term strategy. | | | | | | | | | | | | | | BRAND BUILDING Experience in strategic portfolio management and brand strategy, marketing, and sales supports our ambitious innovation strategy in identifying new product areas, platforms, and technologies. | | | | | | | | | | | | | | DIGITAL AND TECHNOLOGY Experience in technological innovation, trends, and implementation and oversight of cybersecurity risk provides insight for oversight of our navigation of emerging technologies to reach modern consumers. | | | | | | | | | | | |
Director Nominee Skills and Expertise
| 2024 Proxy Statement | 25 |
Director Nominee Skills and Expertise
| Company Overview | Voting Roadmap | Stockholder Engagement | Our Board | Governance | Director Compensation | Beneficial Ownership | Executive Compensation | Audit Matters | Stockholder Proposals | Other Information | Appendix A. Non-GAAP |
Director Diversity
| Company Overview | Voting Roadmap | Stockholder Engagement | Our Board | Governance | Director Compensation | Beneficial Ownership | Executive Compensation | Audit Matters | Stockholder Proposals | Other Information | Appendix A. Non-GAAP |
Director Nominee Biographies
Director Nominee Biographies The director nominee biographies that follow summarize the key experience and expertise the director nominees bring to the Board.
Director Nominee Biographies
| | Miguel Patricio CHAIR Non-Executive |
Director Nominee Biographies
Age: 57 Director Since: May 2021 Chair Since: May 2022 Committees: None Other Current Public Company Boards: None
Key Skills
Key Skills
● Global Business and Emerging Markets
● Global Business and Emerging Markets
● CPG or Related Industry
● CPG or Related Industry
● Enterprise Leadership
● Enterprise Leadership
● Risk Management
● Risk Management
● Strategic Transactions
● Strategic Transactions
● Brand Building
● Brand Building
● Brand Building
| Key Qualifications Mr. Patricio brings to the Board deep consumer goods industry and leadership experience as well as valuable perspective as our former CEO. | | | Career Highlights ● Kraft Heinz – Chair of the Board (since May 2022) – Chief Executive Officer (June 2019 to December 2023) ● Anheuser-Busch InBev SA/NV (“AB InBev”), a multinational drink and brewing holdings company – Chief of Special Global Projects – Marketing (January to June 2019) – Various zone president and marketing leadership positions (2008 to 2018) ● InBev SA, a multinational brewing company and predecessor of AB InBev – Various zone president and marketing leadership positions (2004 to 2008) | ● Companhia de Bebidas das Americas S.A. (“Ambev”), a Brazilian brewing company and predecessor of AB InBev – Chief Marketing Officer (1999 to 2004) ● Philip Morris Companies Inc., an international tobacco company – Vice President, Marketing (1997 to 1999) ● The Coca-Cola Company, a global beverage company – Global Marketing Director (1996 to 1997) ● Johnson & Johnson, a pharmaceutical and medical device company – Global Marketing Director (1989 to 1995) |
● Brand Building
| | John T. Cahill VICE CHAIR Independent |
● Brand Building
Age: 66 Director and Vice Chair Since: July 2015 Committees: Other Current Public Company Boards:
● Strategic Transactions
| Company Overview | Voting Roadmap | Stockholder Engagement | Our Board | Governance | Director Compensation | Beneficial Ownership | Executive Compensation | Audit Matters | Stockholder Proposals | Other Information | Appendix A. Non-GAAP |
● Strategic Transactions
| | John C. Pope LEAD DIRECTOR Independent |
● Strategic Transactions
Age: 74 Director Since: July 2015 Lead Director Since: January 2021 Committees: Other Current Public Company Boards:
● Strategic Transactions
● Strategic Transactions
● Strategic Transactions
| Key Qualifications Mr. Pope brings to the Board extensive accounting and financial expertise, as well as valuable leadership, operating, marketing, and international experience. | | | Career Highlights ● PFI Group LLC, a financial management firm – Chairman and Chief Executive Officer (since 1994) ● United Airlines, a U.S.-based airline, and its parent, UAL Corporation – Various executive positions in operations, finance, and marketing (1988 to 1994) | Other Boards and Experiences ● R. R. Donnelley & Sons Company (1996 to February 2022) ● Kraft Foods Group, Inc. (2012 to 2015) ● Kraft Foods Inc. (now Mondelēz) (2001 to 2012) ● Con-way, Inc. (2003 to 2015) ● Dollar Thrifty Automotive Group, Inc. (1997 to 2012) |
● Strategic Transactions
| | Carlos Abrams-Rivera Kraft Heinz CEO |
● Strategic Transactions
Age: 56 Director Since: December 2023 Committees: None Other Current Public Company Boards: None
● Digital and Technology
| Company Overview | Voting Roadmap | Stockholder Engagement | Our Board | Governance | Director Compensation | Beneficial Ownership | Executive Compensation | Audit Matters | Stockholder Proposals | Other Information | Appendix A. Non-GAAP |
● Digital and Technology
| | Humberto P. Alfonso Independent |
● Digital and Technology
Age: 66 Director Since: May 2023 Committees: Other Current Public Company Boards:
● Eastman Chemical Company (since 2011)
● Eastman Chemical Company (since 2011)
Key Skills
Key Skills
● Financial and Accounting
● Financial and Accounting
● Global Business and Emerging Markets
● Global Business and Emerging Markets
● CPG or Related Industry
● CPG or Related Industry
● Enterprise Leadership
● Enterprise Leadership
● Risk Management
● Risk Management
● Risk Management
| Key Qualifications Mr. Alfonso brings to the Board deep financial management and public company accounting experience, as well as valuable experience in the CPG industry, public company leadership, and strategy. | | | Career Highlights ● Information Services Group, Inc., a global technology research and advisory firm – Executive Vice President and Chief Financial Officer (June 2021 to August 2023) ● Yowie Group Ltd. (“Yowie Group”), a global brand licensing company specializing in children’s consumer products – Chief Executive Officer, Global (2016 to 2018) ● The Hershey Company, a global confectionary and snack products company – President, International (2013 to 2015) – Various senior and executive financial positions (2006 to 2013) ● Cadbury Schweppes PLC, a multinational confectionary company – Various senior and executive financial positions (2003 to 2006) | ● Pfizer, Inc., a global pharmaceutical company – Vice President and Chief Financial Officer (2000 to 2003) ● Warner-Lambert Company, a pharmaceutical company (acquired by Pfizer, Inc. in 2000) – Various financial positions (1983 to 2000) Other Boards and Experiences ● Yowie Group (2017 to 2018) |
● Risk Management
| | Lori Dickerson Fouché Independent |
● Risk Management
Age: 54 Director Since: May 2021 Committees: Other Current Public Company Boards:
● Brand Building
| Company Overview | Voting Roadmap | Stockholder Engagement | Our Board | Governance | Director Compensation | Beneficial Ownership | Executive Compensation | Audit Matters | Stockholder Proposals | Other Information | Appendix A. Non-GAAP |
● Brand Building
| | Diane Gherson Independent |
● Brand Building
Age: 67 Director Since: November 2022 Committees: Other Current Public Company Boards: None
● Digital and Technology
● Digital and Technology
● Digital and Technology
| Key Qualifications Ms. Gherson brings to the Board extensive expertise in human resources, compensation, and oversight of diversity and inclusion, as well as valuable experience in corporate transformations and operations. | | | Career Highlights ● Boston Consulting Group, Inc., a management consulting firm – Senior Advisor (since July 2023) ● Harvard Business School – Senior Lecturer (July 2021 to June 2023) ● International Business Machines Corporation (IBM), a global technology company – Senior Vice President and Special Advisor to the Chief Executive Officer (September to December 2020) – Senior Vice President and Chief Human Resources Officer (2017 to August 2020) – Senior Vice President, Human Resources (2013 to 2017) – Various senior leadership positions in human resources, talent, and compensation and benefits (2002 to 2013) | ● Willis Towers Watson, a global professional services and human resources consulting company – Principal and Global Practice Leader (1997 to 2002) – Principal (1994 to 1997) Other Boards and Experiences ● National Academy of Human Resources (since January 2019) ● Ping Identity Holding Corp. (February 2021 to October 2022) |
● Digital and Technology
| | Timothy Kenesey Independent |
● Digital and Technology
Age: 56 Director Since: January 2020 Committees: Other Current Public Company Boards: None
● Strategic Transactions
| Company Overview | Voting Roadmap | Stockholder Engagement | Our Board | Governance | Director Compensation | Beneficial Ownership | Executive Compensation | Audit Matters | Stockholder Proposals | Other Information | Appendix A. Non-GAAP |
● Strategic Transactions
| | Alicia Knapp Independent |
● Strategic Transactions
Age: 45 Director Since: May 2022 Committees: Other Current Public Company Boards: None
● Risk Management
● Risk Management
● Risk Management
| Key Qualifications Ms. Knapp brings to the Board deep experience as a strategic leader, particularly in renewable energy and sustainability, and significant operational, risk management, and financial acumen. | | | Career Highlights ● BHE Renewables, LLC (“BHE Renewables”), a renewable energy company and subsidiary of Berkshire Hathaway Inc. – President and Chief Executive Officer (since December 2020) ● MidAmerican Energy Company (“MidAmerican Energy”), an energy company providing electric and natural gas service and subsidiary of Berkshire Hathaway Inc. – Vice President, Renewable Generation (May to December 2020) – Vice President, Gas Delivery (2018 to May 2020) – General Manager, Gas Operations (2018) | ● BHE Renewables – General Manager (2017 to 2018) – Project Manager (2012 to 2017) ● MidAmerican Energy – Project Manager, Nuclear (2010 to 2012) – Various positions in risk management and energy trading (2001 to 2010) |
● Risk Management
| | Elio Leoni Sceti Independent |
● Risk Management
Age: 58 Director Since: May 2020 Committees: Other Current Public Company Boards: None
● Brand Building
| Company Overview | Voting Roadmap | Stockholder Engagement | Our Board | Governance | Director Compensation | Beneficial Ownership | Executive Compensation | Audit Matters | Stockholder Proposals | Other Information | Appendix A. Non-GAAP |
● Brand Building
| | James Park Independent |
● Brand Building
Age: 47 Director Since: May 2022 Committees: Other Current Public Company Boards: None
● Digital and Technology
| Company Overview | Voting Roadmap | Stockholder Engagement | Our Board | Governance | Director Compensation | Beneficial Ownership | Executive Compensation | Audit Matters | Stockholder Proposals | Other Information | Appendix A. Non-GAAP |
Director Independence
| Company Overview | Voting Roadmap | Stockholder Engagement | Our Board | Governance | Director Compensation | Beneficial Ownership | Executive Compensation | Audit Matters | Stockholder Proposals | Other Information | Appendix A. Non-GAAP |
CORPORATE GOVERNANCE HIGHLIGHTS
| Company Overview | Voting Roadmap | Stockholder Engagement | Our Board | Governance | Director Compensation | Beneficial Ownership | Executive Compensation | Audit Matters | Stockholder Proposals | Other Information | Appendix A. Non-GAAP |
Board Leadership Structure
| Company Overview | Voting Roadmap | Stockholder Engagement | Our Board | Governance | Director Compensation | Beneficial Ownership | Executive Compensation | Audit Matters | Stockholder Proposals | Other Information | Appendix A. Non-GAAP |
Current Leadership and Responsibilities
| Company Overview | Voting Roadmap | Stockholder Engagement | Our Board | Governance | Director Compensation | Beneficial Ownership | Executive Compensation | Audit Matters | Stockholder Proposals | Other Information | Appendix A. Non-GAAP |
Current Leadership and Responsibilities
| Company Overview | Voting Roadmap | Stockholder Engagement | Our Board | Governance | Director Compensation | Beneficial Ownership | Executive Compensation | Audit Matters | Stockholder Proposals | Other Information | Appendix A. Non-GAAP |
COMMITTEES OF THE BOARD
| Company Overview | Voting Roadmap | Stockholder Engagement | Our Board | Governance | Director Compensation | Beneficial Ownership | Executive Compensation | Audit Matters | Stockholder Proposals | Other Information | Appendix A. Non-GAAP |
COMMITTEES OF THE BOARD
| Company Overview | Voting Roadmap | Stockholder Engagement | Our Board | Governance | Director Compensation | Beneficial Ownership | Executive Compensation | Audit Matters | Stockholder Proposals | Other Information | Appendix A. Non-GAAP |
COMMITTEES OF THE BOARD
| Company Overview | Voting Roadmap | Stockholder Engagement | Our Board | Governance | Director Compensation | Beneficial Ownership | Executive Compensation | Audit Matters | Stockholder Proposals | Other Information | Appendix A. Non-GAAP |
COMMITTEES OF THE BOARD
| Company Overview | Voting Roadmap | Stockholder Engagement | Our Board | Governance | Director Compensation | Beneficial Ownership | Executive Compensation | Audit Matters | Stockholder Proposals | Other Information | Appendix A. Non-GAAP |
Director Time Commitments Policy
Director Time Commitments Policy The Board believes that service on the boards of other public companies provides directors with knowledge and experience in governance and leadership that is valuable to Kraft Heinz. The Board also recognizes that public board service requires significant time and effort and that it is critical to the success of the Company that directors have the ability to dedicate sufficient time and attention to their Kraft Heinz Board responsibilities. The Board’s policy, which is included in our Corporate Governance Guidelines:
Director Time Commitments Policy
| ● | Limits directors’ service on the boards of other public companies to three or, for directors who are chief executive officers of public companies, one (each in addition to Kraft Heinz) | | ● | Requires that the Board determine whether simultaneous service on more than two other public company audit committees (in addition to Kraft Heinz) impairs a director’s ability to serve effectively on our Audit Committee | | ● | Establishes an expectation that directors consult with the Chair, the Lead Director, and the Chair of the Governance Committee before accepting an offer to serve on another public company board or as a member of the audit committee of another public company | | ● | Requires the Governance Committee to take into account the nature and extent of a director’s other commitments when determining whether it is appropriate to nominate that director for re-election | | ● | Requires directors’ service on the boards and committees of other organizations to be consistent with our conflict of interest policies |
Director Time Commitments Policy
| DIRECTOR maximum of 3 other public company boards | | PUBLIC COMPANY CEO Maximum of 1 other public company board | | AUDIT COMMITTEE Maximum of 2 other public company audit committees |
Director Time Commitments Policy
As of March 4, 2024, all directors and director nominees are in compliance with the policy. The Governance Committee reviews our director time commitments policy as part of its annual review of our Corporate Governance Guidelines. We also review the policies of our institutional investors on an ongoing basis and discuss such policies during our investor engagement calls.
Director Time Commitments Policy
| 2024 Proxy Statement | 43 |
Director Time Commitments Policy
| Company Overview | Voting Roadmap | Stockholder Engagement | Our Board | Governance | Director Compensation | Beneficial Ownership | Executive Compensation | Audit Matters | Stockholder Proposals | Other Information | Appendix A. Non-GAAP |
Director Orientation and Education
| Company Overview | Voting Roadmap | Stockholder Engagement | Our Board | Governance | Director Compensation | Beneficial Ownership | Executive Compensation | Audit Matters | Stockholder Proposals | Other Information | Appendix A. Non-GAAP |
Annual Board and Committee Evaluations
| Company Overview | Voting Roadmap | Stockholder Engagement | Our Board | Governance | Director Compensation | Beneficial Ownership | Executive Compensation | Audit Matters | Stockholder Proposals | Other Information | Appendix A. Non-GAAP |
Enterprise Risk Management
| Company Overview | Voting Roadmap | Stockholder Engagement | Our Board | Governance | Director Compensation | Beneficial Ownership | Executive Compensation | Audit Matters | Stockholder Proposals | Other Information | Appendix A. Non-GAAP |
Role of the Board and Committees
| Company Overview | Voting Roadmap | Stockholder Engagement | Our Board | Governance | Director Compensation | Beneficial Ownership | Executive Compensation | Audit Matters | Stockholder Proposals | Other Information | Appendix A. Non-GAAP |
Human Capital Oversight
| Company Overview | Voting Roadmap | Stockholder Engagement | Our Board | Governance | Director Compensation | Beneficial Ownership | Executive Compensation | Audit Matters | Stockholder Proposals | Other Information | Appendix A. Non-GAAP |
ESG Governance
| Company Overview | Voting Roadmap | Stockholder Engagement | Our Board | Governance | Director Compensation | Beneficial Ownership | Executive Compensation | Audit Matters | Stockholder Proposals | Other Information | Appendix A. Non-GAAP |
Related Person Transactions Policy
| Company Overview | Voting Roadmap | Stockholder Engagement | Our Board | Governance | Director Compensation | Beneficial Ownership | Executive Compensation | Audit Matters | Stockholder Proposals | Other Information | Appendix A. Non-GAAP |
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION PROGRAM
DIRECTOR COMPENSATION PROGRAM Our director compensation program includes a combination of cash compensation and an annual grant of deferred stock. The Compensation Committee reviews our director compensation program regularly and recommends changes, if any, to the Board for its approval. No changes were made to our director compensation program for 2023. For 2024, the independent compensation consultant provided director compensation benchmarking information on market compensation plans and practices for our peers. The Compensation Committee reviewed market alignment of our director compensation program, and the Board approved the program changes described below. These were the first material changes made to our director compensation program since the Kraft Heinz Merger.
2023 Director Compensation
2023 Director Compensation For our 2023 fiscal year, our non-employee directors received:
2023 Director Compensation
| 2023 Annual Compensation | 2023 Additional Cash Retainers | | | Deferred Stock Award Cash Retainer $125,000 $110,000 | Chair of the Board | $140,000 | | | Lead Director | $25,000 | | | Committee Chairs: | | | | Audit | $20,000 | | | Compensation | $20,000 | | | Governance | $10,000 | | | Mr. Patricio, who is our Chair and former CEO, did not receive payment for his service as a director in 2023. If a director serves as Chair of multiple Committees, the director will only receive one additional cash retainer. Directors do not receive meeting fees. | |
2023 Director Compensation
Cash retainers are paid on a quarterly basis. In lieu of the cash retainer, pursuant to the Deferred Compensation Plan for Non-Management Directors, directors may elect to:
2023 Director Compensation
| ● | defer up to 100% in 25% increments into accounts that mirror certain funds in the Kraft Heinz 401(k) Plan, or | | ● | receive deferred shares annually payable in arrears. |
2023 Director Compensation
Deferred stock awards are granted effective immediately following each annual meeting of stockholders. Shares of deferred stock are eligible to receive dividends that are accrued at the dividend payment date in the form of dividend equivalent units (“DEUs”). When dividends are paid on our common stock, we accrue the value of the dividend and issue a number of DEUs equal to the accrued dividend value. DEUs are subject to the same terms as the original grant of the underlying deferred stock. All deferred stock awards and DEUs accrued are distributed to a director as shares of common stock six months following the date they cease to serve on the Board. Mr. Patricio, who is our Chair and former CEO, did not receive payment for his service as a director or Chair through December 30, 2023, the last day of our 2023 fiscal year, during which time he was our CEO. Beginning December 31, 2023, Mr. Patricio serves as non-executive Chair of the Board and will only receive compensation for his service on the Board, as detailed below.
2023 Director Compensation
| 2024 Proxy Statement | 52 |
2023 Director Compensation
| Company Overview | Voting Roadmap | Stockholder Engagement | Our Board | Governance | Director Compensation | Beneficial Ownership | Executive Compensation | Audit Matters | Stockholder Proposals | Other Information | Appendix A. Non-GAAP |
2024 Changes to Director Compensation
2024 Changes to Director Compensation Effective for our 2024 fiscal year, our non-employee directors will receive:
2024 Changes to Director Compensation
| 2024 Annual Compensation | 2024 Additional Retainers | | | | Stock Award Cash Retainer $185,000 $100,000 | Chair of the Board | $60,000 | CASH* | | | | $120,000 | STOCK | | | Lead Director | $30,000 | CASH | | | Committee Chairs: | | | | | Audit | $25,000 | CASH | | | Compensation | $20,000 | CASH | | | Governance | $20,000 | CASH | | | If a director serves as Chair of multiple Committees, the director will only receive one additional cash retainer. Directors do not receive meeting fees. * The Chair may elect to receive this cash retainer as equity. | | |
2024 Changes to Director Compensation
Cash retainers are paid on a quarterly basis. In lieu of the annual cash retainer, pursuant to the Amended and Restated Deferred Compensation Plan for Non-Management Directors, directors may elect to receive shares of deferred stock annually payable in arrears. Deferred stock awards are granted effective immediately following each annual meeting of stockholders. Shares of deferred stock are eligible to receive dividends and are distributed as described above under —2023 Director Compensation.
DIRECTOR STOCK OWNERSHIP GUIDELINES
| Company Overview | Voting Roadmap | Stockholder Engagement | Our Board | Governance | Director Compensation | Beneficial Ownership | Executive Compensation | Audit Matters | Stockholder Proposals | Other Information | Appendix A. Non-GAAP |
2023 DIRECTOR COMPENSATION TABLE
2023 DIRECTOR COMPENSATION TABLE The table below summarizes the compensation and stock awards paid or granted to our non-employee directors. Mr. Patricio, who was our CEO during our 2023 fiscal year, did not receive payment for his service as a director in 2023.
2023 DIRECTOR COMPENSATION TABLE
| Name | Fees Earned or Paid in Cash(1) ($) | Stock Awards(2) ($) | All Other Compensation ($) | Total ($) | | Gregory E. Abel | 110,023 | 125,011 | — | 235,034 | | Humberto P. Alfonso(3) | — | 125,011 | — | 125,011 | | John T. Cahill | 110,000 | 125,011 | — | 235,011 | | Lori Dickerson Fouché | 110,000 | 125,011 | — | 235,011 | | Diane Gherson | 110,000 | 125,011 | — | 235,011 | | Timothy Kenesey | 123,133 | 125,011 | — | 248,144 | | Alicia Knapp | 110,000 | 125,011 | — | 235,011 | | Elio Leoni Sceti | 110,023 | 125,011 | — | 235,034 | | Susan Mulder | 110,000 | 125,011 | — | 235,011 | | James Park | 110,000 | 125,011 | — | 235,011 | | John C. Pope | 155,000 | 125,011 | — | 280,011 |
2023 DIRECTOR COMPENSATION TABLE
| (1) Includes the value of retainers earned or paid in cash for 2023, including the value of cash retainers for 2022 deferred to equity pursuant to the Kraft Heinz Deferred Compensation Plan for Non-Management Directors. | | (2) The amounts shown in this column represent the full grant date fair value of the deferred stock awards granted in 2023, excluding any retainer fees deferred in exchange for shares, as computed in accordance with Financial Accounting Standards Board Accounting Standards Codification (“ASC”) Topic 718 based on the closing price of Kraft Heinz common stock on the grant date ($40.84 on May 4, 2023). The following table summarizes the stock options held by current and former directors as of December 31, 2023: |
2023 DIRECTOR COMPENSATION TABLE
| Name | Grant Date | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | | John T. Cahill | 8/16/2019 | 500,000 | — | 25.41 | 8/16/2029 | | | 2/26/2015 | 176,423(a) | — | 52.70 | 2/26/2025 | | | 2/27/2014 | 43,191(a) | — | 45.59 | 2/27/2024 |
2023 DIRECTOR COMPENSATION TABLE
| (a) Granted as an employee award during his prior employment with Kraft Foods Group, Inc., one of our predecessor companies. |
2023 DIRECTOR COMPENSATION TABLE
| (3) Mr. Alfonso was elected to the Board effective May 4, 2023. |
2023 DIRECTOR COMPENSATION TABLE
| 2024 Proxy Statement | 54 |
DIRECTORS AND OFFICERS
DIRECTORS AND OFFICERS The following table shows the number of shares of our common stock beneficially owned as of March 4, 2024 by each current director, director nominee, and NEO, as well as by all of our current directors and executive officers as a group. There were 1,215,638,048 shares of our common stock issued and outstanding as of March 4, 2024. Unless otherwise indicated, each of the named individuals has, to Kraft Heinz’s knowledge, sole voting and investment power with respect to the shares.
DIRECTORS AND OFFICERS
| Name of Beneficial Owner | Shares Owned | Shares Acquirable within 60 Days(1) | Deferred Stock(2) | Total | Percentage of Common Stock | | Current Directors | | | | | | | Gregory E. Abel | 7,886 | — | 63,480 | 71,366 | * | | Carlos Abrams-Rivera | 358,240 | 87,576 | — | 445,816 | * | | Humberto P. Alfonso | — | — | 3,166 | 3,166 | * | | John T. Cahill | 152,178(3) | 719,614 | 38,672 | 910,464 | * | | Lori Dickerson Fouché | — | — | 11,356 | 11,356 | * | | Diane Gherson | — | — | 3,166 | 3,166 | * | | Timothy Kenesey | — | — | 25,742 | 25,742 | * | | Alicia Knapp | — | — | 6,292 | 6,292 | * | | Elio Leoni Sceti | 90,000(4) | — | 22,799 | 112,799 | * | | Susan Mulder | — | — | 14,675 | 14,675 | * | | Miguel Patricio | 1,333,630(5) | — | — | 1,333,630 | * | | James Park | 596 | — | 5,959 | 6,292 | * | | John C. Pope | 10,098 | — | 42,878 | 52,976 | * | | Named Executive Officers (NEOs) | | | | | | | Miguel Patricio | ------------------------------see above------------------------------ | | | | | | Andre Maciel | 174,656 | 87,576 | — | 262,828 | * | | Carlos Abrams-Rivera | ------------------------------see above------------------------------ | | | | | | Rashida La Lande | 18,466 | 55,830 | — | 74,296 | * | | Rafael Oliveira | 334,142 | 85,588 | — | 419,730 | * | | Current directors and executive officers(6) as of March 4, 2024 as a group (22 persons) | 3,033,449 | 1,198,898 | 238,518 | 4,470,865 | * |
DIRECTORS AND OFFICERS
| * Less than 1%. | | (1) Includes shares issuable upon settlement of RSUs, including related DEUs accrued, that will vest within 60 days of March 4, 2024 and pursuant to stock options exercisable within 60 days of March 4, 2024. | | (2) Includes related DEUs accrued. For a description of our deferred stock, see Director Compensation—Director Compensation Program. | | (3) Includes 37,735 shares held indirectly in an irrevocable trust for the benefit of Mr. Cahill’s children, of which Mr. Cahill’s spouse serves as a trustee. | | (4) Includes 90,000 shares owned directly by Elma Investments Ltd., which is wholly owned by Elma Trust. Mr. Leoni Sceti is a beneficiary of Elma Trust. | | (5) Includes 992,049 shares held indirectly in a revocable trust, of which Mr. Patricio and his spouse are co-trustees and Mr. Patricio, his spouse, and his children are beneficiaries. | | (6) Pursuant to Item 403 of Regulation S-K, includes Mr. Oliveira, who ceased to be an executive officer effective December 31, 2023, but who was an NEO for fiscal year/2023. |
DIRECTORS AND OFFICERS
| 2024 Proxy Statement | 55 |
DIRECTORS AND OFFICERS
| Company Overview | Voting Roadmap | Stockholder Engagement | Our Board | Governance | Director Compensation | Beneficial Ownership | Executive Compensation | Audit Matters | Stockholder Proposals | Other Information | Appendix A. Non-GAAP |
2023 COMPENSATION HIGHLIGHTS
| Company Overview | Voting Roadmap | Stockholder Engagement | Our Board | Governance | Director Compensation | Beneficial Ownership | Executive Compensation | Audit Matters | Stockholder Proposals | Other Information | Appendix A. Non-GAAP |
PROPOSAL 2. ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION
| Company Overview | Voting Roadmap | Stockholder Engagement | Our Board | Governance | Director Compensation | Beneficial Ownership | Executive Compensation | Audit Matters | Stockholder Proposals | Other Information | Appendix A. Non-GAAP |
Compensation Discussion and Analysis Contents
| 60 | Our NEOs | | 61 | Compensation Structure and Goals | | 61 | Compensation Governance Best Practices | | 62 | Total Rewards Philosophy and Objectives | | 63 | Year-Round Executive Compensation-Setting Process | | 66 | 2023 Executive Compensation Program | | 68 | 2023 NEO Compensation Snapshots | | 71 | Base Salary | | 72 | Annual Cash-Based Performance Bonus Plan (PBP) | | 75 | Bonus Investment Plan | | 77 | Annual Equity Awards | | 80 | Benefits and Perquisites | | 80 | 2024 Compensation Changes | | 80 | CEO Compensation Changes | | 81 | Additional 2024 Program Changes | | 81 | Other Compensation Policies and Practices | | 81 | Officer Stock Ownership Guidelines | | 81 | Change in Control Severance Plan | | 82 | Clawback Policy | | 82 | Impact of Tax and Accounting Policies | | 82 | Human Capital and Compensation Committee Report |
Compensation Discussion and Analysis Contents
| Company Overview | Voting Roadmap | Stockholder Engagement | Our Board | Governance | Director Compensation | Beneficial Ownership | Executive Compensation | Audit Matters | Stockholder Proposals | Other Information | Appendix A. Non-GAAP |
Our NEOs
| Company Overview | Voting Roadmap | Stockholder Engagement | Our Board | Governance | Director Compensation | Beneficial Ownership | Executive Compensation | Audit Matters | Stockholder Proposals | Other Information | Appendix A. Non-GAAP |
Compensation Governance Best Practices
| | WHAT WE DO | | WHAT WE DO NOT DO | | | Proactive year-round engagement with stockholders on executive compensation | | No excessive risk taking that would threaten the reputation or sustainability of Kraft Heinz | | | Strong alignment between pay and performance | | No excise tax gross ups | | | Base pay increases on merit and market alignment | | No guaranteed salary increases or bonuses | | | Rigorous stock ownership requirements to align executives’ interests with stockholders | | No single-trigger change in control provisions | | | Maintain a robust clawback policy | | No hedging transactions, short-selling, or transacting in puts, calls, or other derivatives on Kraft Heinz securities | | | Use double-trigger change in control provisions | | No pledging or holding Kraft Heinz securities in a margin account as collateral for a loan | | | Compensation Committee engages an independent compensation consultant, who performs no other work for the Company, to advise on executive compensation matters | | No non-qualified deferred compensation programs for executives | | | Retain independent consultant to perform risk assessment of executive and broad-based annual compensation programs | | No enhanced benefit programs for executives | | | ESG-related KPIs for nearly 800 executives and employees | | |
Compensation Governance Best Practices
| Company Overview | Voting Roadmap | Stockholder Engagement | Our Board | Governance | Director Compensation | Beneficial Ownership | Executive Compensation | Audit Matters | Stockholder Proposals | Other Information | Appendix A. Non-GAAP |
Total Rewards Philosophy and Objectives
| | PAY FOR PERFORMANCE | | Approximately three-quarters of our executive compensation is at-risk and performance-driven with metrics aligned to our long-term growth strategy. Kraft Heinz performance is evaluated by: | | | | | (1) | Our performance, including results against short-and long-term growth targets, as approved by the Compensation Committee | | | | | (2) | Total return to our stockholders relative to our peers | | | | | | | CEO 2023* 9% 30% 28% 13% CEO Base Salary PSUs Performance Bonus Plan at Target 20% Matching RSUs RSUs 78% Performance-Based and/or at Risk Other NEOs 2023** 10% 20% Performance Bonus Plan at Target 14% Matching RSUs 37% 71% 19% Base Salary PSUs RSUs Performance-Based and/or at Risk | | | | | Charts illustrate mix of performance-driven, at-risk compensation as a percent of target total direct compensation. We consider the Bonus Investment Plan Matching RSUs performance-driven because the match amount is determined based on achievement under the Performance Bonus Plan and at-risk because they remain subject to vesting and their value is subject to the long-term performance of our common stock. | | | | | * | Reflects 2023 compensation for Mr. Patricio. For 2024, Mr. Abrams-Rivera’s compensation as CEO reflects a change in compensation philosophy by the Compensation Committee moving away from front-loaded multi-year equity grants. For additional information on Mr. Abrams-Rivera’s 2024 compensation as our CEO, see below under —2024 Compensation Changes—CEO Compensation Changes. | | | | | ** | Equity award values for Mr. Abrams-Rivera reflect the pro-rata 2023 value of his sign-on new hire awards granted in March 2020 and annualized over four years. | | | | ALIGN WITH STOCKHOLDER INTERESTS | | Our compensation programs are designed to align our executives’ interests with those of our stockholders. | | | | | | Approximately three-quarters of our executive compensation is tied to Kraft Heinz performance. | | | | | | Our stock ownership guidelines strengthen alignment of our executive officers’ interests with those of our stockholders. | | | | DRIVE LONG- TERM PROFITABLE GROWTH | | We are driven by our Values We dare to do better every day, We own it, and We champion great people. | | | | | | We reward and invest in attracting, engaging, and retaining world-class talent with the highest potential to drive sustainable, long-term growth and profitability. | | | | RECOGNIZE INDIVIDUAL PERFORMANCE | | Individual performance consistent with our Values and leadership principles is also taken into consideration. | | | | | | We recognize and reward demonstrated skills while supporting continued development. | | | | | | We see non-financial performance metrics, such as our ESG targets, as critical to the long-term success of our business and reflective of our external responsibility as global leaders, and we believe they add value for our stockholders and other stakeholders. | |
Total Rewards Philosophy and Objectives
| Company Overview | Voting Roadmap | Stockholder Engagement | Our Board | Governance | Director Compensation | Beneficial Ownership | Executive Compensation | Audit Matters | Stockholder Proposals | Other Information | Appendix A. Non-GAAP |
OCTOBER TO DECEMBER
| ● | Completed risk assessment of compensation programs | | ● | Evaluated and set compensation and performance peer groups for the following year | | ● | Benchmarked compensation programs and pay opportunities versus the compensation and performance peer groups | | ● | Reviewed and approved Committee advisor and independence assessment | | ● | Reviewed Committee Charter | | ● | Reviewed progress against talent, leadership, culture, and DEI&B strategy | | ● | Reviewed performance measures for inclusion in compensation program design for 2024 |
OCTOBER TO DECEMBER
| | | | | | | | Compensation programs at peer companies | Kraft Heinz’s performance over the last three years | Our financial plan for 2020 to 2024, as part of our growth strategy and long-term outlook | Realized pay from our historical compensation programs | Methods of aligning executive compensation with stockholder returns | Individual responsibilities and performance, leadership, years of experience, and long-term growth potential |
Role of Independent Consultant
Role of Independent Consultant Since 2022, the Compensation Committee has engaged Meridian Compensation Partners LLC (“Meridian”) as its independent compensation consultant. Meridian is hired by and reports directly to the Compensation Committee. Meridian attends meetings and executive sessions of the Committee at which compensation matters are considered and advises and provides guidance and analysis to the Compensation Committee on matters pertaining to executive and non-employee director compensation, including CEO and executive compensation plans and design, executive compensation-related regulatory matters and governance best practices, and competitive market studies. Meridian provides guidance and performs various analyses for the Compensation Committee, including peer group benchmarking and analyses regarding pay and performance alignment, incentive plan performance measures and TSR correlation, and the rigor of performance goals. Meridian does not provide any other services to Kraft Heinz or any of our affiliates and may not be engaged to provide any other services to us without the approval of the Compensation Committee.
Role of Independent Consultant
| 2024 Proxy Statement | 63 |
Role of Independent Consultant
| Company Overview | Voting Roadmap | Stockholder Engagement | Our Board | Governance | Director Compensation | Beneficial Ownership | Executive Compensation | Audit Matters | Stockholder Proposals | Other Information | Appendix A. Non-GAAP |
Role of Independent Consultant
The Compensation Committee reviews Meridian’s performance periodically and reviews Meridian’s independence under SEC Nasdaq rules for compensation consultants. The Compensation Committee has concluded that Meridian is independent and has no conflicts of interest relating to its engagement by the Committee.
Role of Peer Groups
Role of Peer Groups We continuously review and assess our compensation programs to create alignment with our strategies and philosophy. We believe it is important to understand the compensation programs and practices of companies with which we compete for talent, consumers, and investors. The Compensation Committee uses two peer groups: the compensation peer group is used to benchmark executive compensation and compensation design, and the performance peer group is used to measure our relative performance, including for calculating PSU payouts. We review the selection criteria and companies in both peer groups regularly. For 2023, the Compensation Committee approved changes to the peer groups indicated below.
Role of Peer Groups
| | | | | | ADDITIONS EFFECTIVE FOR 2023 | | | | | | | | | | | Archer-Daniels-Midland Company Colgate-Palmolive Company | Kimberly-Clark Corporation The Procter & Gamble Company | | The J. M. Smucker Company* | | | | | | | | | | | Campbell Soup Company Conagra Brands, Inc. General Mills, Inc. Hormel Foods Corporation | The J. M. Smucker Company* Kellanova** Mondelēz International, Inc. PepsiCo, Inc. | The Coca-Cola Company Tyson Foods, Inc. WK Kellogg Co** | Keurig Dr Pepper Inc. The Hershey Company McCormick & Company, Incorporated |
Role of Peer Groups
| * The J. M. Smucker Company was previously included in the performance peer group and was added to the compensation peer group in 2023. | | ** In 2023, Kellogg Company split into two publicly traded companies: Kellanova and WK Kellogg Co. Kellanova will remain in the peer group for 2024 and WK Kellogg Co will be removed. |
COMPENSATION PEER GROUP
COMPENSATION PEER GROUP The Compensation Committee, in consultation with the compensation consultant, reviews compensation data from the compensation peer group of companies as a reference point to benchmark and evaluate the compensation of our NEOs, including our CEO, and compensation plan designs. The compensation peer group is based on publicly traded, U.S.-based organizations in the Consumer Staples Industry (under the Global Industry Classification Standard (GICS)) with revenue of approximately half to double Kraft Heinz’s net sales. We consider the organizations in this industry to be peers in competition for talent, consumers, and investors.
PERFORMANCE PEER GROUP
PERFORMANCE PEER GROUP We established the performance peer group in 2021 with the introduction of our TSR performance metric to compare our long-term incentive compensation to the delivery of results relative to the performance peers, which we consider our performance peer group. We selected a subset of 13 Fast-moving Consumer Goods (FMCG) and Consumer Goods (CG) peers from our compensation peer group for the performance peer group. We view these companies particularly to be impacted by similar external and market factors and to similar degrees as us. We believe measuring our results relative to this performance peer group supports our pay-for-performance philosophy and aligns with stockholder interests.
PERFORMANCE PEER GROUP
| 2024 Proxy Statement | 64 |
PERFORMANCE PEER GROUP
| Company Overview | Voting Roadmap | Stockholder Engagement | Our Board | Governance | Director Compensation | Beneficial Ownership | Executive Compensation | Audit Matters | Stockholder Proposals | Other Information | Appendix A. Non-GAAP |
Consideration of Say-On-Pay Vote
| WHAT WE HEARD | | WHAT WE DID | | ● Evaluate the weight of performance-based equity in equity mix | Increased percentage of PSUs. Changed annual equity award mix to 70% PSUs and 30% RSUs, further enhancing the weight of performance-based equity in our award mix following increases made for 2021. | | | ● Lengthen vesting periods for annual equity awards | Lengthened vesting periods. Changed to 75% on the third anniversary and 25% on the fourth anniversary from 100% vesting on third anniversary for annual awards, further enhancing the vesting provisions of our annual equity awards following changes made for 2021. | | | ● Consider Company specific financial performance metric or metrics in addition to TSR for PSUs | Added Company-specific financial metrics to PSUs. Added three-year Organic Net Sales compound annual growth rate (CAGR) (30%) and three-year cumulative Free Cash Flow (30%) as performance metrics in addition to three-year average annual TSR (40%), to align with our long-term growth targets, further enhancing the performance metrics for our PSUs following the introduction of TSR in 2021. | | | ● Consider negative TSR for PSU awards | Introduced negative TSR cap. TSR achievement capped at target in the event the Company has a negative TSR result at the end of the performance period. | | | ● Consider aligning CEO pay structure with other NEOs | Aligned CEO compensation structure. Aligned CEO compensation structure with our other NEOs, including awarding our CEO annual equity awards consistent with our other NEOs and offering the same bonus investment opportunity. CEO target total direct compensation is designed to be in the range of peer median. | |
Consideration of Say-On-Pay Vote
| Company Overview | Voting Roadmap | Stockholder Engagement | Our Board | Governance | Director Compensation | Beneficial Ownership | Executive Compensation | Audit Matters | Stockholder Proposals | Other Information | Appendix A. Non-GAAP |
2023 Executive Compensation Program
| Company Overview | Voting Roadmap | Stockholder Engagement | Our Board | Governance | Director Compensation | Beneficial Ownership | Executive Compensation | Audit Matters | Stockholder Proposals | Other Information | Appendix A. Non-GAAP |
2023 Executive Compensation Program
| | Element | Performance Metric | Description | Strategy Alignment | | PERFORMANCE-BASED AND VARIABLE FIXED Long-Term Short-Term OTHER | Base Salary | — | Ongoing base cash compensation based on the executive officer’s role and responsibilities, individual job performance, experience, and market. | Recruitment and retention Market competitive | | | Performance Bonus Plan (PBP) | PBP EBITDA (100%) | Annual cash incentive with actual cash payouts linked to achievement of key annual Kraft Heinz performance targets and individual performance targets, with equity investment opportunity under our Bonus Investment Plan. | Drive top-tier performance Incentivize and reward performance With Bonus Investment Plan, tie short-term compensation with our long-term strategy and stockholders’ interests | | | Bonus Investment Plan | — | RSUs awarded to match an employee’s investment of 35% of their PBP payout in Kraft Heinz stock in lieu of cash and vest based upon continued employment. Matching RSUs vest 100% on the third anniversary based upon continued employment. | Recruitment and retention Drive top-tier performance Align with stockholders’ interests Long-term value creation | | | PSUs | Three-year relative TSR (40%), three-year Organic Net Sales compound annual growth rate (CAGR) (30%), and three-year cumulative Free Cash Flow (30%) | Linked to achievement of long-term profitability goals, vest subject to continued employment and the achievement of the performance metrics, and may be awarded through an annual award or performance award. | Recruitment and retention Drive top-tier performance Align with stockholders’ interests Long-term value creation Incentivize achievement of specific performance goals and long-term strategy Drive long-term profitable growth | | | RSUs | — | Vest 75% on the third anniversary and 25% on the fourth anniversary based upon continued employment and may be awarded through an annual award or performance award. | Recruitment and retention Drive top-tier performance Align with stockholders’ interests Long-term value creation | | | Stock Options | We view stock options to be performance-based as their value is tied to Kraft Heinz performance and our stock price. | Generally vest in full after three years based on continued employment and may be awarded through a performance award. | Recruitment and retention Drive top-tier performance Align with stockholders’ interests Link realized value entirely to stock appreciation Drive long-term profitable growth | | | Benefits and Perquisites | — | Limited types of non-wage compensation provided in addition to base salary, short-term incentives, and long-term incentives. | Market competitive |
2023 Executive Compensation Program
| Company Overview | Voting Roadmap | Stockholder Engagement | Our Board | Governance | Director Compensation | Beneficial Ownership | Executive Compensation | Audit Matters | Stockholder Proposals | Other Information | Appendix A. Non-GAAP |
2023 NEO Compensation Snapshots
| MIGUEL PATRICIO CEO* AND CHAIR OF THE BOARD As CEO, Mr. Patricio was responsible for managing execution of the Company’s long-term strategy, driving key new business opportunity developments and financial performance, and setting the tone for Company culture, ethics, and compliance. | TARGET | 9% 28% 13% Base Salary Performance Bonus Plan at Target 20% Matching RSUs RSUs 30% PSUs | | | | | | BASE SALARY | PERFORMANCE BONUS PLAN | ANNUAL EQUITY AWARD | | | ACTUAL | $1,100,000 | $3,367,980 | $3,500,006 PSUs | | | | | | $1,500,019 RSUs | | CHANGES IN 2023 In connection with the Compensation Committee’s annual review process, and in consultation with the compensation consultant, the Committee completed an analysis of Mr. Patricio’s total direct compensation package and approved an increase in his annual base salary from $1 million to $1.1 million, an annual equity award consistent with our other NEOs, and revised the Bonus Investment opportunity from 50% to 35%, which is the same as other eligible employees, effective January 1, 2023, the first day of our 2023 fiscal year. | | | | |
2023 NEO Compensation Snapshots
| Company Overview | Voting Roadmap | Stockholder Engagement | Our Board | Governance | Director Compensation | Beneficial Ownership | Executive Compensation | Audit Matters | Stockholder Proposals | Other Information | Appendix A. Non-GAAP |
2023 NEO Compensation Snapshots
| ANDRE MACIEL EVP AND GLOBAL CHIEF FINANCIAL OFFICER Mr. Maciel has primary responsibility for management of our financial condition, capital allocation, system of internal controls, financial reporting, investor relations, acquisitions and divestitures, capital market transactions, and information technology. | TARGET | 11% 22% 16% Base Salary Performance Bonus Plan at Target 15% Matching RSUs RSUs 36% PSUs | | | | | | BASE SALARY | PERFORMANCE BONUS PLAN | ANNUAL EQUITY AWARD | | | ACTUAL | $725,000 | $1,466,974 | $2,384,410 PSUs | | | | | | $1,021,939 RSUs | | CHANGES IN 2023 In connection with the Compensation Committee’s annual review process, and in consultation with the compensation consultant and our CEO, the Committee approved an increase in Mr. Maciel’s annual base salary from $650,000 to $725,000 and target award opportunity for the annual cash bonus from 175% to 200%, effective February 19, 2023. In making its decision to increase Mr. Maciel’s base salary and PBP target award opportunity, the Compensation Committee assessed Mr. Maciel’s performance, knowledge, and skills and the breadth and impact his accountabilities and duties as Executive Vice President and Global Chief Financial Officer and considered related market data provided by the Compensation Consultant and management. | | | | |
2023 NEO Compensation Snapshots
| CARLOS ABRAMS-RIVERA PRESIDENT, KRAFT HEINZ* As President, Kraft Heinz, Mr. Abrams-Rivera was responsible for leading the Company’s U.S. and Canadian operations, driving business growth through consumer-first marketing, innovation, and people development, as well as oversight over all global business functions other than finance and legal. | TARGET | 7% 17% 24% Base Salary Performance Bonus Plan at Target 12% Matching RSUs RSUs 40% PSUs | | | | | | BASE SALARY | PERFORMANCE BONUS PLAN | ANNUAL EQUITY AWARD | | | ACTUAL | $800,000 | $2,257,373 | $3,150,067 PSUs | | | | | | $1,350,029 RSUs | | CHANGES IN 2023 In connection with Mr. Abrams-Rivera becoming President, Kraft Heinz in August 2023, Mr. Abrams-Rivera was entitled to receive a special bonus payable in March 2024, equal to 20% of his 2023 actual bonus. His compensation otherwise remained unchanged. | | | | |
2023 NEO Compensation Snapshots
| Company Overview | Voting Roadmap | Stockholder Engagement | Our Board | Governance | Director Compensation | Beneficial Ownership | Executive Compensation | Audit Matters | Stockholder Proposals | Other Information | Appendix A. Non-GAAP |
2023 NEO Compensation Snapshots
| RASHIDA LA LANDE EVP, GLOBAL GENERAL COUNSEL, AND CHIEF SUSTAINABILITY AND CORPORATE AFFAIRS OFFICER Ms. La Lande leads the Company’s legal function, including corporate governance and securities, transactions, regulatory, intellectual property, litigation, labor and employment, sustainability and ESG oversight, government and corporate affairs. | TARGET | 13% 20% 16% Base Salary Performance Bonus Plan at Target 14% Matching RSUs RSUs 37% PSUs | | | | | | BASE SALARY | PERFORMANCE BONUS PLAN | ANNUAL EQUITY AWARD | | | ACTUAL | $700,000 | $1,122,660 | $1,890,048 PSUs | | | | | | $810,010 RSUs | | CHANGES IN 2023 No compensation changes for Ms. La Lande were made for 2023. | | | | |
2023 NEO Compensation Snapshots
| RAFAEL OLIVEIRA EVP AND PRESIDENT, INTERNATIONAL MARKETS* As EVP and President, International Markets, Mr. Oliveira led the Company’s International operations, including growth, sustainability, and innovation. | TARGET | 10% 24% 15% Base Salary Performance Bonus Plan at Target 17% Matching RSUs RSUs 34% PSUs | | | | | | BASE SALARY | PERFORMANCE BONUS PLAN | ANNUAL EQUITY AWARD | | | ACTUAL | $721,250** | $1,667,099 | $2,344,742PSUs | | | | | | $1,004,928 RSUs | | CHANGES IN 2023 No compensation changes for Mr. Oliveira were made for 2023. | | | | |
2023 NEO Compensation Snapshots
| Company Overview | Voting Roadmap | Stockholder Engagement | Our Board | Governance | Director Compensation | Beneficial Ownership | Executive Compensation | Audit Matters | Stockholder Proposals | Other Information | Appendix A. Non-GAAP |
Base Salary
| Company Overview | Voting Roadmap | Stockholder Engagement | Our Board | Governance | Director Compensation | Beneficial Ownership | Executive Compensation | Audit Matters | Stockholder Proposals | Other Information | Appendix A. Non-GAAP |
Annual Cash-Based Performance Bonus Plan (PBP)
Annual Cash-Based Performance Bonus Plan (PBP) The PBP is designed to motivate and reward employees who contribute positively toward our near-term business strategy and achieve their annual individual performance objectives. The formula for determining a PBP participant’s annual bonus payout is: BASE SALARY FOR PBP PAYOUT X TARGET AWARD OPPORTUNITY X COMPANY FINANCIAL MULTIPLIER X INDIVIDUAL PERFORMANCE SCORE = PBP PAYOUT EARNED
Company Financial Multiplier
Company Financial Multiplier The financial multiplier is a percentage multiplier based upon achievement of the threshold, target, or maximum level of the applicable global, zone, or business unit financial performance metric for each executive, including our NEOs. For our 2023 fiscal year, the Compensation Committee chose a single metric, PBP EBITDA, for our global financial performance as well as each zone and business unit. The financial performance multiplier ranges from 50% at threshold, to 100% at target, and 120% at maximum based on achievement against the established financial performance targets. Our maximum payout opportunity of 120% is designed to be below market practice (which market practice generally provides for payout up to 200% of target). We believe that PBP EBITDA reflects key aspects of our performance, including revenue growth, expense control, and efficient use of capital, while maintaining simplicity in the design and execution of our annual cash-based performance bonus plan. The Compensation Committee believes PBP EBITDA appropriately reflects our focus on successful management of our core operations—growing our business and driving sustained increases in profit—in turn, aligning the interests of our NEOs with those of our stockholders. PBP EBITDA is defined below under Financial Measure.
Company Financial Multiplier
| Company Overview | Voting Roadmap | Stockholder Engagement | Our Board | Governance | Director Compensation | Beneficial Ownership | Executive Compensation | Audit Matters | Stockholder Proposals | Other Information | Appendix A. Non-GAAP |
Financial Measure
Financial Measure PBP EBITDA is defined as net income/(loss) from continuing operations before interest expense, other expense/(income), provision for/(benefit from) income taxes, and depreciation and amortization (excluding restructuring activities); in addition to these adjustments, we exclude, when they occur, the impacts of foreign currency fluctuations by maintaining the exchange rates established in our Annual Operating Plan (“AOP”), restructuring activities, deal costs, unrealized losses/(gains) on commodity hedges, impairment losses, equity award compensation expense (excluding restructuring activities), higher or lower incentive compensation compared with what we established in our AOP, the impacts of divestiture-related license income, and certain non-ordinary course legal and regulatory matters. We may adjust the threshold, target, and maximum metrics to incorporate the impact of acquisitions and divestitures. We did not adjust the threshold, target, and maximum for 2023.
Individual Performance Score
| Company Overview | Voting Roadmap | Stockholder Engagement | Our Board | Governance | Director Compensation | Beneficial Ownership | Executive Compensation | Audit Matters | Stockholder Proposals | Other Information | Appendix A. Non-GAAP |
Individual Performance Score
| Company Overview | Voting Roadmap | Stockholder Engagement | Our Board | Governance | Director Compensation | Beneficial Ownership | Executive Compensation | Audit Matters | Stockholder Proposals | Other Information | Appendix A. Non-GAAP |
PBP Payout Earned
PBP Payout Earned In our 2023 fiscal year, the Compensation Committee approved the following PBP payouts earned for each of our NEOs:
PBP Payout Earned
| | Base Salary for | Target Award | Financial | Individual | PBP Payout | | | PBP Calculation | Opportunity | Multiplier | Performance Score | Earned(a) | | Name | ($) | (%) | (%) | (%) | ($) | | Mr. Patricio | 1,100,000 | 300 | 120 | 85 | 3,367,980 | | Mr. Maciel(b) | 712,500 | 196.2 | 120 | 87 | 1,466,974 | | Mr. Abrams-Rivera | 800,000 | 225 | 120 | 87 | 2,257,373 | | Ms. La Lande | 700,000 | 150 | 120 | 89 | 1,122,660 | | Mr. Oliveira(c) | 721,250 | 225 | 113.20 | 91 | 1,667,099 |
PBP Payout Earned
| (a) Payout calculations are interpolated between minimum, target, and maximum. | | (b) Mr. Maciel’s base salary and target award opportunity for PBP calculation are prorated due to the timing of his compensation changes in February 2023. | | (c) Mr. Oliveira’s base salary and cash bonus are paid in British pounds (£). The figures in this table reflect the U.S. dollar equivalent of the base salary and PBP payout earned for Mr. Oliveira at the time PBP payout amounts are approved by the Compensation Committee in February 2024 using an exchange rate of $1 to £0.80. |
Bonus Investment Plan
Bonus Investment Plan As part of our commitment to fostering an ownership mentality and to align employees’ interests with stockholders’ interests and drive stockholder value, we offer certain employees, including our NEOs, the opportunity to participate in our voluntary, annual Bonus Investment Plan. Our Bonus Investment Plan plays an important role in aligning our employees’ goals with our stockholders, and, through the equity match feature for re-invested compensation, tying short-term compensation with our long-term growth and strategy. It also operates as an employee retention tool since participants must hold their purchased shares for the three-year vesting period of the matching shares. Since the investment opportunity is tied to the level of PBP achievement, participation provides the potential for top quartile total compensation when top quartile relative performance is achieved. This unique program is designed to drive performance and aligns with our belief in meritocracy and commitment to offering competitive compensation. Under the plan, eligible employees can invest a portion of their earned annual PBP bonus toward the purchase of shares of Company stock (“Investment Shares”). The Company will then grant a matching contribution in the form of Restricted Stock Units (“Matching RSUs”) based on a contribution formula. The Matching RSUs will cliff vest three years from the grant date, subject to the employee’s continued employment with Kraft Heinz and the retention of the Investment Shares as described below. To participate in the plan, eligible employees elect to invest 35% of their calculated net bonus, which is the employee’s PBP payout earned less an amount based on a normalized tax rate (based on country of residence), to purchase Investment Shares. The Matching RSUs are calculated as a multiple based on a level of 35% of the gross PBP payout earned. The number of Investment Shares purchased is calculated as the product of the participant’s calculated net bonus and the participant’s election percentage, divided by the closing price of our stock on the plan effective date: CALCULATED NET BONUS X 35% = NUMBER OF INVESTMENT SHARES CLOSING STOCK PRICE
Bonus Investment Plan
| 2024 Proxy Statement | 75 |
Bonus Investment Plan
| Company Overview | Voting Roadmap | Stockholder Engagement | Our Board | Governance | Director Compensation | Beneficial Ownership | Executive Compensation | Audit Matters | Stockholder Proposals | Other Information | Appendix A. Non-GAAP |
Bonus Investment Plan
The number of Matching RSUs a participant receives is calculated as the product of the participant’s gross PBP payout earned, the participant’s election percentage, and a multiplier that is associated with the participant’s level in the organization, divided by the closing price of our stock on the plan effective date: PBP PAYOUT EARNED X 35% X MULTIPLIER ASSOCIATED WITH LEVEL = NUMBER OF MATCHING RSUs CLOSING STOCK PRICE Matching RSUs are eligible to receive dividends that are accrued at the dividend payment date in the form of DEUs. When dividends are paid on our common stock, we accrue the value of the dividend and issue a number of DEUs equal to the accrued dividend value. DEUs are subject to the same terms as the original grant of the underlying Matching RSUs. If a participant sells or otherwise transfers Investment Shares before the related Matching RSUs are vested, he, she, or they will immediately forfeit:
Bonus Investment Plan
| ● | if 50% or less of the Investment Shares are sold or transferred, an amount of Matching RSUs and accrued DEUs equal to two times the percentage of Investment Shares sold or transferred | | ● | if more than 50% of the Investment Shares are sold or transferred, 100% of the Matching RSUs and accrued DEUs |
Bonus Investment Plan
In 2023, our eligible NEOs participated in the Bonus Investment Plan as follows, based on 2022 PBP payouts earned:
Bonus Investment Plan
| | Investment Amount | Investment Shares | Matching RSUs | | Name | ($) | (#) | (#) | | Mr. Patricio | 518,011 | 13,490 | 44,966 | | Mr. Maciel | 193,588 | 5,042 | 16,804 | | Mr. Abrams-Rivera | 321,500 | 8,373 | 27,907 | | Ms. La Lande | 191,226 | 4,980 | 16,599 | | Mr. Oliveira | 264,698 | 6,894 | 25,066 |
Bonus Investment Plan
The Compensation Committee believes that the Bonus Investment Plan as a whole, and the forfeitability of the Matching RSUs, in particular, fosters employee retention and strongly motivates eligible employees to hold Kraft Heinz common stock for the long-term, further emphasizing a long-term view in creating stockholder value.
Bonus Investment Plan
| 2024 Proxy Statement | 76 |
Bonus Investment Plan
| Company Overview | Voting Roadmap | Stockholder Engagement | Our Board | Governance | Director Compensation | Beneficial Ownership | Executive Compensation | Audit Matters | Stockholder Proposals | Other Information | Appendix A. Non-GAAP |
Annual Equity Awards
Annual Equity Awards Our long-term incentive programs, including annual equity awards and the Bonus Investment Plan, play an important role in our total reward and recognition strategy enabling our pay-for-performance philosophy and our ownership and meritocracy culture. The Compensation Committee believes that PSUs and RSUs incentivize long-term performance and provide additional alignment between the NEOs interests and those of our stockholders, while also providing a significant retention incentive, because the underlying value of the awards is tied to our stock price and the performance of the Company. In March 2023, in order to further retain, engage, and motivate top talent and align the interests of management with those of our stockholders, we issued PSUs and RSUs to employees at the Director level and above, including each of our NEOs. The baseline equity award was granted using a mix of 70% PSUs and 30% RSUs, which vest 75% on the third anniversary and 25% on the fourth anniversary of the grant date. To define the size of the individual annual equity award we take into consideration individual performance, market data, and the baseline equity award, which is determined by the NEOs job level and their annual base salary. We also take into consideration the Bonus Investment Plan Matching RSU opportunity, assuming that the NEO will elect to participate in the program.
Annual Equity Awards
| | PSU | RSU | | | | Award Target | Award Target | Total Annual Award Target | | Name | ($) | ($) | ($) | | Mr. Patricio | 3,500,000 | 1,500,000 | 5,000,000 | | Mr. Maciel | 2,384,000 | 1,022,000 | 3,406,000 | | Mr. Abrams-Rivera | 3,150,000 | 1,350,000 | 4,500,000 | | Ms. La Lande | 1,890,000 | 810,000 | 2,700,000 | | Mr. Oliveira | 2,345,000 | 1,005,000 | 3,350,000 |
PSUs
PSUs The number of PSUs that will vest will be based on a performance period from January 1, 2023, the first day of our 2023 fiscal year, through December 27, 2025, the last day of our 2025 fiscal year, for achievement against the below metrics:
PSUs
| Weight | Measure | Payout | | 40% | 3-year average annual Company Total Shareholder Return (TSR) performance relative to the performance peer group | Threshold: 25% Target: 100% Maximum: 150% | | 30% | 3-year Organic Net Sales compound annual growth rate (CAGR) | Threshold: 25% Target: 100% Maximum: 150% | | 30% | 3-year Cumulative Free Cash Flow | Threshold: 25% Target: 100% Maximum: 150% |
PSUs
Our maximum performance opportunity of 150% is designed to be below market practice (which market practice generally provides for payout up to 200% of target) in recognition of the notional values of the PSU award and the ambitious target set above market median.
PSUs
| 2024 Proxy Statement | 77 |
PSUs
| Company Overview | Voting Roadmap | Stockholder Engagement | Our Board | Governance | Director Compensation | Beneficial Ownership | Executive Compensation | Audit Matters | Stockholder Proposals | Other Information | Appendix A. Non-GAAP |
PSUs
The Company will compare achieved TSR over that period versus the companies identified in the 2023 performance peer group described above using the following calculation. Achievement is calculated on a linear basis. We calculate TSR using average stock price and dividends paid in (i) the last three fiscal months at end of the assessed period and (ii) three fiscal months in the period immediately preceding the beginning of assessed period. ENDING TSR PRICE - STARTING TSR PRICE + REINVESTED DIVIDENDS = TSR STARTING TSR PRICE The achieved performance and the number of PSUs earned is based upon the Company’s relative rank among the peer companies at the end of the performance period.
PSUs
| Relative Rank | 80th Percentile | 60th Percentile(a) | 25th Percentile | Below 25th Percentile | | Percent of Granted PSUs Earned | 150% | 100% | 25% | 0% |
PSUs
| (a) TSR achievement capped at target in the event of a negative TSR result at the end of the performance period. |
RSUs
RSUs RSUs are eligible to receive dividends that are accrued at the dividend payment date in the form of DEUs. When dividends are paid on our common stock, we accrue the value of the dividend and issue a number of DEUs equal to the accrued dividend value. DEUs are subject to the same terms as the original grant of the underlying RSUs.
RSUs
| 2024 Proxy Statement | 78 |
RSUs
| Company Overview | Voting Roadmap | Stockholder Engagement | Our Board | Governance | Director Compensation | Beneficial Ownership | Executive Compensation | Audit Matters | Stockholder Proposals | Other Information | Appendix A. Non-GAAP |
PSU Performance
PSU Performance
2021 PSU PERFORMANCE CONDITIONS CERTIFIED
2021 PSU PERFORMANCE CONDITIONS CERTIFIED As described in our 2022 and 2023 Proxy Statements, the number of PSUs earned under the grants made on March 1, 2021 (the “2021 PSUs”) were based on achievement of a relative TSR target over a three-year performance period. The Company compared achieved TSR over the performance period versus the 10 companies identified in the performance peer group. In March 2024, the Compensation Committee certified that the performance conditions the 2021 PSUs had been met as follows. The 2021 annual PSUs earned vested 100% on March 1, 2024, and the 2021 merit PSUs earned vested 75% on March 1, 2024, and will vest 25% on March 1, 2025, subject to continued service through such date.
2021 PSU PERFORMANCE CONDITIONS CERTIFIED
| Performance Indicator | Target | Achieved | PSUs Earned | | TSR relative rank versus 2021 performance peer group | Third Quartile | Third Quartile | 100% |
2022 AND 2023 PSU PERFORMANCE STATUS
2022 AND 2023 PSU PERFORMANCE STATUS As described in our 2023 Proxy Statement, the number of PSUs earned under the grants made on March 1, 2022 (the “2022 PSUs”) will be based on achievement of a relative TSR target (100%) over a three-year performance period. The Company will compare achieved TSR over the performance period versus the 10 companies identified in the performance peer group. As described above, the number of PSUs earned under the grants made on March 1, 2023 (the “2023 PSUs”) will be based on achievement of relative TSR (40%), Organic Net Sales CAGR (30%), and Cumulative Free Cash Flow (30%) targets over a three-year performance period. The Company will compare achieved TSR over the performance period versus the 13 companies identified in the performance peer group. The levels of TSR performance for the awards, calculated based upon an ending date of December 30, 2023, were: Relative Rank Percent PSUs earned Top Quartile 150% Third Quartile 100% Second Quartile 50% Bottom Quartile 0% 2022 PSUs Performance Period: January 2022 - December 2024 KHC Relative Rank Percent PSUs earned 80th Percentile 150% 60th Percentile 100% 25th Percentile 25% Below 25th Percentile 0% 2023 PSUs Performance Period: January 2023 - December 2025 KHC The Kellogg Company has been a part of the TSR performance peer group since 2021. In 2023, Kellogg Company split into two publicly traded companies: Kellanova and WK Kellogg Co. In connection with the split, the Compensation Committee approved the following treatment for the current and any future TSR performance assessment related to PSUs as follows:
2022 AND 2023 PSU PERFORMANCE STATUS
| ● | 2021, 2022, and 2023 awards: We will maintain the original start price calculation based on Kellogg Company and determine the end price based on a combined index of Kellanova and WK Kellogg Co stock, according to the terms of the split (4:1). | | ● | Future awards: We plan to only include Kellanova. |
2022 AND 2023 PSU PERFORMANCE STATUS
| 2024 Proxy Statement | 79 |
2022 AND 2023 PSU PERFORMANCE STATUS
| Company Overview | Voting Roadmap | Stockholder Engagement | Our Board | Governance | Director Compensation | Beneficial Ownership | Executive Compensation | Audit Matters | Stockholder Proposals | Other Information | Appendix A. Non-GAAP |
CEO Compensation Changes
| Element | 2024 | | Base Salary | $1,100,000 | | PBP Target Award Opportunity | 300% | | Bonus Investment Plan Match | 35% match 2x multiplier | | Target Equity Award Opportunity | $5,625,000 | | TARGET TOTAL COMPENSATION(a) | $12,335,000 |
CEO Compensation Changes
| (a) Target Total Compensation assumes Mr. Abrams-Rivera participates in the Bonus Investment Plan. |
CEO Compensation Changes
| Company Overview | Voting Roadmap | Stockholder Engagement | Our Board | Governance | Director Compensation | Beneficial Ownership | Executive Compensation | Audit Matters | Stockholder Proposals | Other Information | Appendix A. Non-GAAP |
Change in Control Severance Plan
Change in Control Severance Plan Effective January 1, 2023, the Board approved the adoption of The Kraft Heinz Company Change in Control Severance Plan (the “CIC Plan”) to better align the Company’s benefits plans to be more consistent with peers and market practice. Under the CIC Plan, executive officers, including the CEO, and certain other senior-level employees who experience a qualifying termination in connection with a change in control, as defined under the CIC Plan, in the three months prior to, or the 24 months following, a change in control will be eligible to receive severance payments and benefits as follows:
Change in Control Severance Plan
| ● | Severance pay equal to two times the sum of annual base salary and target PBP payout for the CEO and one-and-a-half times the sum of annual base salary and target PBP payout for the other executive officers and certain other senior-level employees; | | ● | PBP payout for the current year at target and prorated for service; |
Change in Control Severance Plan
| 2024 Proxy Statement | 81 |
Change in Control Severance Plan
| Company Overview | Voting Roadmap | Stockholder Engagement | Our Board | Governance | Director Compensation | Beneficial Ownership | Executive Compensation | Audit Matters | Stockholder Proposals | Other Information | Appendix A. Non-GAAP |
Change in Control Severance Plan
| ● | Health and welfare benefits continued for 24 months following the qualifying termination for the CEO and 18 months following the qualifying termination for our other executive officers and certain other senior-level employees, as defined by the CIC Plan; | | ● | Outplacement services to assist covered employees with their transition to new employment; and | | ● | Vesting (including acceleration of vesting) of outstanding equity awards in accordance with the applicable award agreement and plan. |
Change in Control Severance Plan
Change in control is defined under the CIC Plan as (i) any change in beneficial ownership of more than 50% of the combined voting power of the Company’s outstanding stock is acquired by a person or company, directly or indirectly, (ii) as result of a merger or consolidation, (iii) a change in the majority of the Board over a defined period, or (iv) sale or transfer of substantially all assets, or complete liquidation of the company. In order to receive severance payments and benefits under the CIC Plan, recipients must agree to a non-revocable release of claims and continued compliance with restrictive covenants including non-competition and non-solicitation obligations that run for a number of months following termination of employment equal to the number of months used in the calculation of severance pay.
Clawback Policy
Clawback Policy We maintain a clawback policy that applies to our employees (including our NEOs and other executive officers). Effective October 2, 2023, the clawback policy was updated to include mandatory recoupment of excess incentive-based compensation received by a covered executive (including the NEOs) on or after October 2, 2023 in the event of a restatement of the Company’s financial statements due to material non-compliance with any financial reporting requirement under federal securities laws, as required by Nasdaq listing standards implementing Exchange Act Rule 10D-1. In addition, under the policy, in certain circumstances, including misconduct, stock options, PSUs, RSUs (including Matching RSUs), payments under the PBP and similar short-term incentive bonus plans, and any proceeds or other benefits an NEO may receive may be subject to forfeiture and/or repayment to us at the discretion of the Compensation Committee or to the extent required by applicable laws or rules. Further, if an NEO receives any amount in excess of what he, she, or they should have received under the terms of any award for any reason (including without limitation by reason of a financial restatement, mistake in calculations, or administrative error), all as determined by the Compensation Committee, then such NEO may be required to promptly repay any such excess amount to us, at the discretion of the Compensation Committee.
Human Capital and Compensation Committee Report
| Company Overview | Voting Roadmap | Stockholder Engagement | Our Board | Governance | Director Compensation | Beneficial Ownership | Executive Compensation | Audit Matters | Stockholder Proposals | Other Information | Appendix A. Non-GAAP |
Summary Compensation Table
Summary Compensation Table
Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards(1)(2) ($) | Option Awards(1) ($) | Non-Equity Incentive Plan Compensation(3) ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | All Other Compensation(5) ($) | Total Compensation ($) | | Miguel Patricio Chief Executive Officer | 2023 | 1,100,000 | — | 6,264,792 | — | 3,367,980 | — | 626,478 | 11,359,250 | | | 2022 | 1,000,000 | — | 2,875,162 | — | 2,466,720 | — | 756,364 | 7,098,246 | | | 2021 | 1,000,000 | — | 3,743,976 | — | 2,875,193 | — | 986,430 | 8,605,599 | | Andre Maciel Executive Vice President and Global Chief Financial Officer | 2023 | 713,462 | — | 3,736,930 | — | 1,466,974 | — | 363,103 | 6,280,469 | | | 2022 | 621,124 | — | 3,325,720 | 16,714 | 921,848 | — | 345,449 | 5,230,855 | | Carlos Abrams-Rivera President, Kraft Heinz | 2023 | 800,000 | — | 5,155,982 | — | 2,257,373(4) | — | 488,026 | 8,701,381 | | | 2022 | 800,000 | — | 6,545,766 | 33,422 | 1,530,952 | — | 677,209 | 9,587,349 | | | 2021 | 800,000 | — | 5,600,717 | 35,917 | 1,312,407 | — | 616,217 | 8,365,258 | | Rashida La Lande Executive Vice President, Global General Counsel, and Chief Sustainability and Corporate Affairs Officer | 2023 | 700,000 | — | 3,088,012 | — | 1,122,660 | — | 268,596 | 5,179,268 | | | 2022 | 700,000 | — | 4,316,584 | 23,398 | 910,602 | — | 406,234 | 6,356,818 | | | 2021 | 650,000 | — | 1,876,533 | 23,343 | 1,041,920 | — | 396,782 | 3,988,578 | | Rafael Oliveira Executive Vice President and President, International Markets(6) | 2023 | 721,250 | — | 4,002,748 | — | 1,667,099 | — | 511,098 | 6,902,195 | | | 2022 | 678,824 | — | 3,772,982 | 32,757 | 1,340,213 | — | 624,477 | 6,449,253 | | | 2021 | 790,411 | — | 3,722,360 | 34,239 | 1,742,725 | — | 665,752 | 6,955,487 |
Summary Compensation Table
| (1) The amounts shown in this column include the aggregate grant date fair value, computed in accordance with ASC Topic 718, of Matching RSUs, PSUs, RSUs (all Stock Awards), and stock options (Option Awards), as applicable. For a discussion of the assumptions made in the valuation of these awards, see Note 10, Employees’ Stock Incentive Plans, under Item 8, Notes to Consolidated Financial Statements in our 2023 Annual Report. For a discussion of the terms applicable to the Matching RSUs, PSUs, RSUs, and stock options, as well as vesting, forfeiture, and other terms, see above under—Compensation Discussion and Analysis—2023 Executive Compensation Program. | | (2) The amounts reported for stock awards represent the aggregate grant date fair value of stock awards in accordance with the accounting guidance on share-based payments. For a discussion of the assumptions and methodologies used in calculating the grant date fair value of these awards, see see Note 10, Employees’ Stock Incentive Plans, under Item 8, Notes to Consolidated Financial Statements in our 2023 Annual Report. For 2023, the amounts reported in this column represent the grant date fair value of PSU awards. The maximum grant recipients may earn is up to 150% of the target number of PSUs granted. The maximum for Mr. Patricio is 4,557,118; for Mr. Maciel is 3,104,576; for Mr. Abrams-Rivera 4,101,486; for Ms. La Lande is 2,460,902; for Mr. Oliveira is 3,052,928. | | (3) The 2023 amounts shown in this column reflect compensation earned for 2023 performance under our PBP. The bonuses were paid to each NEO in the first quarter of 2024 in cash or shares of stock pursuant to our Bonus Investment Plan. | | (4) In connection with Mr. Abrams-Rivera’s elevation to President, Kraft Heinz in August 2023, the Compensation Committee approved a special bonus equal to 20% of Mr. Abrams-Rivera’s 2023 actual bonus, which was paid to him in March 2024. | | (5) The following table sets forth a detailed breakdown of the items that compromise “All Other Compensation” for 2023: |
Summary Compensation Table
| 2024 Proxy Statement | 83 |
Summary Compensation Table
| Company Overview | Voting Roadmap | Stockholder Engagement | Our Board | Governance | Director Compensation | Beneficial Ownership | Executive Compensation | Audit Matters | Stockholder Proposals | Other Information | Appendix A. Non-GAAP |
Summary Compensation Table
| Name | Matching Contribution to Kraft Heinz 401(k) ($) | DEUs Accrued on All Dividend Eligible RSUs ($) | Insurance Coverage(a) ($) | Relocation Expenses ($) | Housing Stipend and Expenses ($) | Commuting Expenses ($) | Tax Support and Payments ($) | Total ($) | | Mr. Patricio | 23,100 | 581,170 | 1,631 | — | — | 20,577 | — | 626,478 | | Mr. Maciel | 23,100 | 239,068 | 1,168 | — | — | — | 99,767 | 363,103 | | Mr. Abrams-Rivera | 11,650 | 465,485 | 1,631 | 9,261(b) | — | — | — | 488,026 | | Ms. La Lande | 13,200 | 227,657 | 1,128 | — | — | 26,612 | — | 268,596 | | Mr. Oliveira | 50,488(c) | 420,841 | 14,735 | — | — | — | 25,034 | 511,098 |
Summary Compensation Table
| (a) Reflects basic life and accidental death and dismemberment insurance coverages. | | (b) Reflects taxable and non-taxable reimbursement of costs associated with relocation expenses. | | (c) Reflects a matching contribution to the U.K. contribution scheme, paid in British pounds (£) and converted to U.S. dollars ($) as described below. | | (6) Mr. Oliveira’s base salary, bonus, contributions to the U.K. contribution scheme, and life insurance coverage are paid in British pounds (£). The amounts shown are calculated using an exchange rate of $1 to £0.80, which is the 12-month average exchange rate for the 2023 calendar year rounded to the nearest £0.01. |
Summary Compensation Table
| 2024 Proxy Statement | 84 |
Summary Compensation Table
| Company Overview | Voting Roadmap | Stockholder Engagement | Our Board | Governance | Director Compensation | Beneficial Ownership | Executive Compensation | Audit Matters | Stockholder Proposals | Other Information | Appendix A. Non-GAAP |
Grants of Plan-Based Awards
Grants of Plan-Based Awards The following table sets forth information regarding the grant of plan-based awards for each of the NEOs in our 2023 fiscal year.
Grants of Plan-Based Awards
| Name | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise Price of Option Awards ($/Share) | Grant Date Fair Value of Stock and Option Awards ($) | | | | Grant Type | Threshold ($) | Target ($) | Maximum ($) | Threshold ($) | Target ($) | Maximum ($) | | | | | | Mr. Patricio | | PBP(1) | 165,000 | 3,300,000 | 4,356,000 | | | | | | | | | | 3/01/2023 | Matching RSUs | | | | | | | 44,966 | | | 1,726,694 | | | 3/01/2023 | PSUs(4) | | | | 22,787 | 91,146 | 136,719 | | | | 3,038,078 | | | 3/01/2023 | RSUs | | | | | | | 39,063 | | | 1,500,019 | | Mr. Maciel | | PBP(1) | 72,500 | 1,450,000 | 1,914,000 | | | | | | | | | | 3/01/2023 | Matching RSUs | | | | | | | 16,804 | | | 645,274 | | | 3/01/2023 | PSUs(4) | | | | 15,524 | 62,094 | 93,141 | | | | 2,069,717 | | | 3/01/2023 | RSUs | | | | | | | 26,613 | | | 1,021,939 | | Mr. Abrams-Rivera | | PBP(2) | 27,000 | 1,800,000 | 2,376,000 | | | | | | | | | | 3/01/2023 | Matching RSUs | | | | | | | | | | | | | 3/01/2023 | PSUs(4) | | | | | | | 27,907 | | | 1,071,629 | | | 3/01/2023 | RSUs | | | | 20,508 | 82,033 | 123,050 | | | | 2,734,324 | | | | | | | | | | | 35,157 | | | 1,350,029 | | Ms. La Lande | | PBP(1) | 52,500 | 1,050,000 | 1,386,000 | | | | | | | | | | 3/01/2023 | Matching RSUs | | | | | | | | | | | | | 3/01/2023 | PSUs(4) | | | | | | | 16,599 | | | 637,402 | | | 3/01/2023 | RSUs | | | | 12,305 | 49,220 | 73,830 | | | | 1,640,601 | | | | | | | | | | | 21,094 | | | 810,010 | | Mr. Oliveira | | PBP(3) | 24,342 | 1,622,813 | 2,142,113 | | | | | | | | | | 3/01/2023 | Matching RSUs | | | | | | | | | | | | | 3/01/2023 | PSUs(4) | | | | | | | 25,066 | | | 962,534 | | | 3/01/2023 | RSUs | | | | 15,265 | 61,061 | 91,592 | | | | 2,035,285 | | | | | | | | | | | 26,170 | | | 1,004,928 |
Grants of Plan-Based Awards
| (1) Payments are based on achievement of individual and financial performance goals. For Mr. Patricio, Mr. Maciel, and Ms. La Lande, the financial multiplier was calculated based upon Global PBP EBITDA, which has a Threshold payout level of 50%, and Maximum payout level of 120%. Threshold amounts also reflect a minimum individual performance score of 10%, while Target amounts reflect an individual performance score of 100%, and Maximum amounts reflect an individual performance score of 110%. Annual incentive award payments were made in cash to each NEO after the end of 2023 based on actual results achieved. Actual amounts earned are reflected in the Summary Compensation Table. | | (2) Payment is based on achievement of individual and financial performance goals and will receive a weighted average on financial performance of 70% of the North America Zone metrics plus 30% of the global metrics as described above. For Mr. Abrams-Rivera, the North America Zone PBP financial performance goal is based on North America Zone PBP EBITDA, which has a Threshold payout level of 50% and Maximum payout level of 120%. Threshold amounts reflect a minimum financial multiplier of 15% and minimum individual performance score of 10%, while Target amounts reflect an individual performance score of 100%, and Maximum amounts reflect an individual performance score of 110%. Annual incentive award payments were made in cash to each NEO after the end of 2023 based on actual results achieved. Actual amounts earned are reflected in the Summary Compensation Table. | | (3) Payment is based on achievement of individual and financial performance goals and will receive a weighted average on financial performance of 70% of the International Zone metrics plus 30% of the global metrics as described above. For Mr. Oliveira, the International Zone PBP financial performance goal is based on International Zone PBP EBITDA, which has a Threshold payout level of 50% and Maximum payout level of 120%. Threshold amounts reflect a minimum financial multiplier of 15% and minimum individual performance score of 10%, while Target amounts reflect an individual performance score of 100%, and Maximum amounts reflect an individual performance score of 110%. Annual incentive award payments were made in cash to each NEO after the end of 2023 based on actual results achieved. Actual amounts earned are reflected in the Summary Compensation Table. | | (4) Granted under the 2020 Omnibus Incentive Plan. The performance metric was approved by the Compensation Committee on February 9, 2023. The Target number of shares shown in the table reflects the number of shares of common stock that will be earned if each of the performance metrics are achieved at target levels by December 27, 2025. Actual shares awarded will vest 75% on the third anniversary of the grant date and the final 25% will vest on the fourth anniversary of the grant date. The performance target is three-year average TSR performance relative to the performance peer group. Dividends are not earned on the PSUs. |
Grants of Plan-Based Awards
| 2024 Proxy Statement | 85 |
Grants of Plan-Based Awards
| Company Overview | Voting Roadmap | Stockholder Engagement | Our Board | Governance | Director Compensation | Beneficial Ownership | Executive Compensation | Audit Matters | Stockholder Proposals | Other Information | Appendix A. Non-GAAP |
Outstanding Equity Awards at Fiscal Year End
Outstanding Equity Awards at Fiscal Year End The following table sets forth each NEO’s outstanding equity awards as of the end of our 2023 fiscal year.
Outstanding Equity Awards at Fiscal Year End
| | | | Option Awards | | | | Stock Awards | | | | | Name | Grant Date | Grant Type | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested(1) ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(1) ($) | | Mr. Patricio | 3/01/2023 | Matching RSUs | | | | | 46,992(2) | 1,737,764 | | | | | 3/01/2023 | PSUs | | | | | | | 91,146(3) | 3,370,579 | | | 3/01/2023 | RSUs | | | | | 40,824(4) | 1,509,672 | | | | | 3/01/2022 | Matching RSUs | | | | | 81,012(2) | 2,995,824 | | | | | 3/01/2021 | Matching RSUs | | | | | 114,719(2) | 4,242,309 | | | | Mr. Maciel | 3/01/2023 | Matching RSUs | | | | | 17,561(2) | 649,406 | | | | | 3/01/2023 | PSUs | | | | | | | 62,094(3) | 2,296,236 | | | 3/01/2023 | RSUs | | | | | 27,812(4) | 1,028,488 | | | | | 3/01/2022 | Matching RSUs | | | | | 14,430(2) | 533,621 | | | | | 3/01/2022 | PSUs (annual) | | | | | | | 5,171(5) | 191,224 | | | 3/01/2022 | PSUs (merit/ retention) | | | | | | | 31,024(6) | 1,147,268 | | | 3/01/2022 | RSUs (annual) | | | | | 5,635(7) | 208,382 | | | | | 3/01/2022 | RSUs (merit/ retention) | | | | | 22,542(8) | 833,603 | | | | | 3/01/2022 | Stock Options (annual) | | 2,586(9) | 38.68 | 3/01/2032 | | | | | | | 3/01/2021 | Matching RSUs | | | | | 18,967(2) | 701,400 | | | | | 3/01/2021 | PSUs (annual) | | | | | | | 5,123(10) | 189,449 | | | 3/01/2021 | PSUs (merit/ retention) | | | | | | | 16,177(11) | 598,225 | | | 3/01/2021 | RSUs (annual) | | | | | 5,822(12) | 215,298 | | | | | 3/01/2021 | RSUs (merit/ retention) | | | | | 12,257(13) | 453,264 | | | | | 3/01/2021 | Stock Options (annual) | | 2,562(14) | 37.09 | 3/01/2031 | | | | | | | 6/01/2020 | PSUs (merit/ retention) | | | | | 8,218(15) | 303,902 | | | | | 6/01/2020 | RSUs (merit/ retention) | | | | | 9,615(16) | 355,563 | | | | | 8/16/2019 | Stock Options | 39,355 | | 25.41 | 8/16/2029 | | | | | | | 3/01/2016 | Stock Options | 19,315 | | 77.66 | 3/01/2026 | | | | | | | 8/20/2015 | Stock Options | 26,937 | | 74.25 | 8/20/2025 | | | | |
Outstanding Equity Awards at Fiscal Year End
| 2024 Proxy Statement | 86 |
Outstanding Equity Awards at Fiscal Year End
| Company Overview | Voting Roadmap | Stockholder Engagement | Our Board | Governance | Director Compensation | Beneficial Ownership | Executive Compensation | Audit Matters | Stockholder Proposals | Other Information | Appendix A. Non-GAAP |
Outstanding Equity Awards at Fiscal Year End
| | | | Option Awards | | | | Stock Awards | | | | | Name | Grant Date | Grant Type | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested(1) ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(1) ($) | | Mr. Abrams-Rivera | 3/01/2023 | Matching RSUs | | | | | 29,165(2) | 1,078,522 | | | | | 3/01/2023 | PSUs | | | | | | | 82,033(3) | 3,033,580 | | | 3/01/2023 | RSUs | | | | | 36,741(4) | 1,358,682 | | | | | 3/01/2022 | Matching RSUs | | | | | 25,884(2) | 957,190 | | | | | 3/01/2022 | PSUs (annual) | | | | | | | 10,342(5) | 382,447 | | | 3/01/2022 | PSUs (merit/retention) | | | | | | | 62,048(6) | 2,294,535 | | | 3/01/2022 | RSUs (annual) | | | | | 11,272(7) | 416,839 | | | | | 3/01/2022 | RSUs (merit/ retention) | | | | | 45,083(8) | 1,667,169 | | | | | 3/01/2022 | Stock Options (annual) | | 5,171(9) | 38.68 | 3/01/2032 | | | | | | | 3/01/2021 | Matching RSUs | | | | | 46,449(2) | 1,717,684 | | | | | 3/01/2021 | PSUs (annual) | | | | | | | 10,785(10) | 398,829 | | | 3/01/2021 | PSUs (merit/ retention) | | | | | | | 40,443(11) | 1,495,582 | | | 3/01/2021 | RSUs (annual) | | | | | 12,257(12) | 453,264 | | | | | 3/01/2021 | RSUs (merit/ retention) | | | | | 30,640(13) | 1,133,067 | | | | | 3/01/2021 | Options (annual) | | 5,393(14) | 37.09 | 3/01/2031 | | | | | | | 3/02/2020 | PSUs (merit/ retention) | | | | | | | 47,948(17) | 1,773,117 | | | 3/02/2020 | RSUs (merit/ retention) | | | | | 56,893(18) | 2,103,903 | | | | | 6/01/2020 | Stock Options | 82,183 | | 30.42 | 6/01/2030 | | | | | | Ms. La Lande | 3/01/2023 | Matching RSUs | | | | | 17,348(2) | 641,529 | | | | | 3/01/2023 | PSUs | | | | | | | 49,220(3) | 1,820,156 | | | 3/01/2023 | RSUs | | | | | 22,044(4) | 815,187 | | | | | 3/01/2022 | Matching RSUs | | | | | 20,549(2) | 759,902 | | | | | 3/01/2022 | PSUs (annual) | | | | | | | 7,239(5) | 267,698 | | | 3/01/2022 | PSUs (merit/ retention) | | | | | | | 38,780(6) | 1,434,084 | | | 3/01/2022 | RSUs (annual) | | | | | 7,889(7) | 291,735 | | | | | 3/01/2022 | RSUs (merit/ retention) | | | | | 28,178(8) | 1,042,022 | | | | | 3/01/2022 | Stock Options (annual) | | 3,620(9) | 38.68 | 3/01/2032 | | | | | | | 3/01/2021 | PSUs (annual) | | | | | | | 7,010(10) | 259,230 | | | 3/01/2021 | PSUs (merit/ retention) | | | | | | | 16,177(11) | 598,225 | | | 3/01/2021 | RSUs (annual) | | | | | 7,966(12) | 294,583 | | | | | 3/01/2021 | RSUs (merit/ retention) | | | | | 12,257(13) | 453,264 | | | | | 3/01/2021 | Stock Options (annual) | | 3,505(14) | 37.09 | 3/01/2031 | | | | | | | 6/01/2020 | PSUs (merit/ retention) | | | | | 8,218(15) | 303,902 | | | | | 6/01/2020 | RSUs (merit/ retention) | | | | | 9,615(16) | 355,563 | | | | | 3/01/2018 | Stock Options | 52,325 | | 66.89 | 3/01/2028 | | | | |
Outstanding Equity Awards at Fiscal Year End
| 2024 Proxy Statement | 87 |
Outstanding Equity Awards at Fiscal Year End
| Company Overview | Voting Roadmap | Stockholder Engagement | Our Board | Governance | Director Compensation | Beneficial Ownership | Executive Compensation | Audit Matters | Stockholder Proposals | Other Information | Appendix A. Non-GAAP |
Outstanding Equity Awards at Fiscal Year End
| | | | Option Awards | | | | Stock Awards | | | | | Name | Grant Date | Grant Type | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested(1) ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(1) ($) | | Mr. Oliveira | 3/01/2023 | Matching RSUs | | | | | 26,195(2) | 968,691 | | | | | 3/01/2023 | PSUs | | | | | | | 61,061(3) | 2,258,036 | | | 3/01/2023 | RSUs | | | | | 27,350(4) | 1,011,403 | | | | | 3/01/2022 | Matching RSUs | | | | | 33,600(2) | 1,242,528 | | | | | 3/01/2022 | PSUs (annual) | | | | | | | 10,135(5) | 374,792 | | | 3/01/2022 | PSUs (merit/retention) | | | | | | | 38,780(6) | 1,434,084 | | | 3/01/2022 | RSUs (annual) | | | | | 11,044(7) | 408,407 | | | | | 3/01/2022 | RSUs (merit/retention) | | | | | 28,178(8) | 1,042,022 | | | | | 3/01/2022 | Stock Options (annual) | | 5,068(9) | 38.68 | 3/01/2032 | | | | | | | 3/01/2021 | Matching RSUs | | | | | 47,535(2) | 1,757,844 | | | | | 3/01/2021 | PSUs (annual) | | | | | | | 10,282(10) | 380,228 | | | 3/01/2021 | PSUs (merit/retention) | | | | | | | 16,177(11) | 598,225 | | | 3/01/2021 | RSUs (annual) | | | | | 11,685(12) | 432,111 | | | | | 3/01/2021 | RSUs (merit/retention) | | | | | 12,257(13) | 453,264 | | | | | 3/01/2021 | Stock Options (annual) | | 5,141(14) | 37.09 | 3/01/2031 | | | | | | | 6/01/2020 | PSUs (merit/retention) | | | | | 8,218(15) | 303,902 | | | | | 6/01/2020 | RSUs (merit/retention) | | | | | 9,615(16) | 355,563 | | | | | 8/16/2019 | Matching RSUs | | | | | 32,252(2) | 1,192,679 | | | | | 3/01/2017 | Stock Options | 27,344 | | 91.43 | 3/01/2027 | | | | | | | 3/01/2016 | Stock Options | 32,192 | | 77.66 | 3/01/2026 | | | | | | | 2/12/2015 | Matching Options | 16,419(19) | | 30.46 | 2/12/2025 | | | | | | | 2/12/2015 | Stock Options | 4,492(19) | | 30.46 | 2/12/2025 | | | | | | | 5/21/2014 | Stock Options | 110,833(19) | | 22.56 | 5/21/2024 | | | | |
Outstanding Equity Awards at Fiscal Year End
| (1) The market value of the shares that have not vested is based on the closing price of $36.98 for Kraft Heinz common stock on December 29, 2023, the last trading day of our fiscal year. | | (2) Total includes DEUs that are subject to the same terms as the original grant. The Matching RSUs vested or are scheduled to vest on: March 1, 2024 for awards granted on August 16, 2019; March 1, 2024 for awards granted on March 1, 2021; March 1, 2025 for awards granted on March 1, 2022; and March 1, 2026 for awards granted on March 1, 2023. | | (3) These awards are scheduled to vest 75% on March 1, 2026 and 25% on March 1, 2027 based upon achievement of performance conditions for the 2023 PSUs. | | (4) Total includes DEUs that are subject to the same terms as the original grant. These awards are scheduled to vest 75% on March 1, 2026 and 25% on March 1, 2027. | | (5) These awards are scheduled to vest on March 1, 2025 with a performance metric based on a three-year average TSR performance relative to the performance peer group. | | (6) These awards are scheduled to vest 75% on March 1, 2025 and 25% on March 1, 2026 based upon achievement of performance conditions for the 2022 PSUs. | | (7) Total includes DEUs that are subject to the same terms as the original grant. These awards are scheduled to vest 100% on March 1, 2025. | | (8) Total includes DEUs that are subject to the same terms as the original grant. These awards are scheduled to vest 75% on March 1, 2025 and 25% on March 1, 2026. | | (9) These awards are scheduled to vest 100% on March 1, 2025. | | (10) These awards are scheduled to vest on March 1, 2024 with a performance metric based on a three-year average TSR performance relative to the performance peer group. | | (11) These awards are scheduled to vest 75% on March 1, 2024 and 25% on March 1, 2025 with a performance metric based on a three-year average TSR performance relative to the performance peer group. |
Outstanding Equity Awards at Fiscal Year End
| 2024 Proxy Statement | 88 |
Outstanding Equity Awards at Fiscal Year End
| Company Overview | Voting Roadmap | Stockholder Engagement | Our Board | Governance | Director Compensation | Beneficial Ownership | Executive Compensation | Audit Matters | Stockholder Proposals | Other Information | Appendix A. Non-GAAP |
Outstanding Equity Awards at Fiscal Year End
| (12) Total includes DEUs that are subject to the same terms as the original grant. These awards are scheduled to vest 100% on March 1, 2024. | | (13) Total includes DEUs that are subject to the same terms as the original grant. These awards are scheduled to vest 75% on March 1, 2024 and 25% on March 1, 2025. | | (14) These awards are scheduled to vest 100% on March 1, 2024. | | (15) The Compensation Committee has certified that achievement of the performance conditions for these awards has been met. The outstanding portion of these awards is scheduled to vest on June 1, 2024. | | (16) Total includes DEUs that are subject to the same terms as the original grant. The outstanding portion of these awards is scheduled to vest on June 1, 2024. | | (17) The Compensation Committee has certified that the achievement of the performance conditions for these awards has been met. The outstanding portion of these awards is scheduled to vest on March 2, 2024. | | (18) Total includes DEUs that are subject to the same terms as the original grant. The outstanding portion of these awards is scheduled to vest on March 2, 2024. | | (19) Total and exercise price reflect conversion in connection with the Kraft Heinz Merger. |
Outstanding Equity Awards at Fiscal Year End
| 2024 Proxy Statement | 89 |
Outstanding Equity Awards at Fiscal Year End
| Company Overview | Voting Roadmap | Stockholder Engagement | Our Board | Governance | Director Compensation | Beneficial Ownership | Executive Compensation | Audit Matters | Stockholder Proposals | Other Information | Appendix A. Non-GAAP |
Option Exercises and Stock Vested
Option Exercises and Stock Vested The following table sets forth option exercises and stock vested for each of our NEOs as of the end of our 2023 fiscal year.
Option Exercises and Stock Vested
| | Option Awards | | Stock Awards(1) | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Mr. Patricio | — | — | 390,374 | 13,181,980 | | Mr. Maciel | — | — | 107,966 | 3,932,817 | | Mr. Abrams-Rivera | — | — | 122,124 | 4,712,612 | | Ms. La Lande | — | — | 109,919 | 3,952,295 | | Mr. Oliveira | — | — | 200,465 | 7,277,491 |
Option Exercises and Stock Vested
| (1) The following table provides details of the stock awards that vested and value realized: |
Option Exercises and Stock Vested
| Name | Grant Date | Vesting Date | Number of Shares | Stock Price on Vesting Date ($)(2) | Value Realized on Vesting ($) | Description | | Mr. Patricio | 8/16/2019 | 8/16/2023 | 196,773 | 33.56 | 6,603,702 | Shares underlying an award of PSUs, the remaining 25% vested | | | 8/16/2019 | 8/16/2023 | 177,713 | 33.56 | 5,964,048 | Shares underlying an award of RSUs, including DEUs accrued, the remaining 25% vested | | | 3/02/2020 | 3/02/2023 | 15,888 | 38.66 | 614,230 | Shares underlying an award of RSUs, including DEUs accrued, 100% of which vested | | Mr. Maciel | 3/02/2020 | 3/02/2023 | 24,033 | 38.66 | 929,116 | Shares underlying an award of RSUs, including DEUs accrued, 100% of which vested | | | 6/01/2020 | 6/01/2023 | 8,219 | 38.19 | 313,884 | Shares underlying an award of PSUs, an additional 25% of which vested | | | 6/01/2020 | 6/01/2023 | 8,795 | 38.19 | 335,881 | Shares underlying an award of RSUs, including DEUs accrued, the remaining 50% vested | | | 6/01/2020 | 6/01/2023 | 9,290 | 38.19 | 354,785 | Shares underlying an award of RSUs, including DEUs accrued, an additional 25% of which vested | | | 8/16/2019 | 8/16/2023 | 15,742 | 33.56 | 528,302 | Shares underlying an award of PSUs, the remaining 25% vested | | | 8/16/2019 | 8/16/2023 | 28,432 | 33.56 | 954,178 | Shares underlying an award of RSUs, including DEUs accrued, the remaining 25% vested | | | 3/01/2018 | 3/01/2023 | 13,455 | 38.40 | 516,672 | Shares underlying an award of RSUs, including DEUs accrued, 100% of which vested | | Mr. Abrams- Rivera | 3/02/2020 | 3/02/2023 | 47,948 | 38.66 | 1,853,670 | Shares underlying an award of PSUs, an additional 25% of which vested | | | 3/02/2020 | 3/02/2023 | 55,661 | 38.66 | 2,151,854 | Shares underlying an award of RSUs, including DEUs accrued, an additional 25% of which vested | | | 6/01/2020 | 6/01/2023 | 18,515 | 38.19 | 707,088 | Shares underlying an award of RSUs, including DEUs accrued, 50% of which vested | | Ms. La Lande | 6/01/2020 | 6/01/2023 | 8,219 | 38.19 | 313,884 | Shares underlying an award of PSUs, an additional 25% of which vested | | | 6/01/2020 | 6/01/2023 | 12,034 | 38.19 | 459,578 | Shares underlying an award of RSUs, including DEUs accrued, the remaining 50% vested | | | 6/01/2020 | 6/01/2023 | 9,290 | 38.19 | 354,785 | Shares underlying an award of RSUs, including DEUs accrued, an additional 25% of which vested | | | 8/16/2019 | 8/16/2023 | 24,597 | 33.56 | 825,475 | Shares underlying an award of PSUs, the remaining 25% vested | | | 8/16/2019 | 8/16/2023 | 29,616 | 33.56 | 993,913 | Shares underlying an award of RSUs, including DEUs accrued, the remaining 25% vested | | | 3/01/2018 | 3/01/2023 | 26,163 | 38.40 | 1,004,659 | Shares underlying an award of RSUs, including DEUs accrued, 100% of which vested | | Mr. Oliveira | 3/02/2020 | 3/02/2023 | 25,909 | 38.66 | 1,001,642 | Shares underlying an award of RSUs, including DEUs accrued, 100% of which vested | | | 6/01/2020 | 6/01/2023 | 8,219 | 38.19 | 313,884 | Shares underlying an award of PSUs, an additional 25% of which vested | | | 6/01/2020 | 6/01/2023 | 17,089 | 38.19 | 652,629 | Shares underlying an award of RSUs, including DEUs accrued, the remaining 50% vested | | | 6/01/2020 | 6/01/2023 | 9,290 | 38.19 | 354,785 | Shares underlying an award of RSUs, including DEUs accrued, an additional 25% of which vested | | | 8/16/2019 | 8/16/2023 | 39,355 | 33.56 | 1,320,754 | Shares underlying an award of PSUs, the remaining 25% vested | | | 8/16/2019 | 8/16/2023 | 47,388 | 33.56 | 1,590,341 | Shares underlying an award of RSUs, including DEUs accrued, the remaining 25% vested | | | 3/01/2018 | 3/01/2023 | 8,365 | 38.40 | 321,216 | Shares underlying an award of RSUs, including DEUs accrued, 100% of which vested | | | 3/01/2018 | 3/01/2023 | 44,850 | 38.40 | 1,722,240 | Shares underlying an award of RSUs, including DEUs accrued, 100% of which vested |
Option Exercises and Stock Vested
| (2) Represents the closing price of Kraft Heinz common stock on the applicable vesting date. |
Option Exercises and Stock Vested
| 2024 Proxy Statement | 90 |
Option Exercises and Stock Vested
| Company Overview | Voting Roadmap | Stockholder Engagement | Our Board | Governance | Director Compensation | Beneficial Ownership | Executive Compensation | Audit Matters | Stockholder Proposals | Other Information | Appendix A. Non-GAAP |
Pension Benefits
Pension Benefits None of our NEOs participate in any defined benefit pension arrangements.
Nonqualified Deferred Compensation
Nonqualified Deferred Compensation None of our NEOs participate in any nonqualified deferred compensation arrangements.
Nonqualified Deferred Compensation
| 2024 Proxy Statement | 91 |
Nonqualified Deferred Compensation
| Company Overview | Voting Roadmap | Stockholder Engagement | Our Board | Governance | Director Compensation | Beneficial Ownership | Executive Compensation | Audit Matters | Stockholder Proposals | Other Information | Appendix A. Non-GAAP |
Potential Payments Upon Termination or Change in Control
Potential Payments Upon Termination or Change in Control The table, footnotes, and narratives below reflect the assumption that a hypothetical termination of employment and/or change in control occurred on the last business day of our 2023 fiscal year.
Potential Payments Upon Termination or Change in Control
| Name | Element | Involuntary Termination without Cause(1) ($) | Termination upon Change in Control(2) ($) | Termination due to Death or Disability(3) ($) | Termination due to Retirement(4) ($) | | Mr. Patricio | Salary | 2,200,000 | 2,200,000 | — | — | | | Bonus | — | 6,600,000 | 3,367,980 | 3,367,980 | | | Intrinsic Value of Accelerated Equity | 3,826,855 | 3,826,855 | 13,856,147 | 7,238,132 | | | Health and Wellness Benefits(5) | 37,356 | 37,356 | — | — | | | Outplacement Assistance | 3,200 | 3,200 | — | — | | | TOTAL | 6,067,411 | 12,667,411 | 17,224,127 | 10,606,112 | | Mr. Maciel | Salary | 1,087,500 | 1,087,500 | — | — | | | Bonus | — | 2,175,000 | 1,466,974 | 1,466,974 | | | Intrinsic Value of Accelerated Equity | 2,174,260 | 2,174,260 | 10,160,664 | 4,848,044 | | | Health and Wellness Benefits(5) | 28,017 | 28,017 | — | — | | | Outplacement Assistance | 3,200 | 3,200 | — | — | | | TOTAL | 3,292,977 | 5,467,977 | 11,627,638 | 6,315,017 | | Mr. Abrams-Rivera | Salary | 1,200,000 | 1,200,000 | — | — | | | Bonus | — | 2,700,000 | 2,257,373 | 2,257,373 | | | Intrinsic Value of Accelerated Equity | 4,441,472 | 4,441,472 | 20,803,532 | 12,655,765 | | | Health and Wellness Benefits(5) | 28,017 | 28,017 | — | — | | | Outplacement Assistance | 3,200 | 3,200 | — | — | | | TOTAL | 5,672,689 | 8,372,689 | 23,060,905 | 14,913,138 | | Ms. La Lande | Salary | 1,050,000 | 1,050,000 | — | — | | | Bonus | — | 1,575,000 | 1,122,660 | 1,122,660 | | | Intrinsic Value of Accelerated Equity | 1,505,988 | 1,505,988 | 9,337,080 | 4,358,426 | | | Health and Wellness Benefits(5) | 28,017 | 28,017 | — | — | | | Outplacement Assistance | 3,200 | 3,200 | — | — | | | TOTAL | 2,587,205 | 4,162,205 | 10,459,740 | 5,481,086 | | Mr. Oliveira(5) | Salary | 1,081,875 | 1,081,875 | — | — | | | Bonus | — | 2,434,219 | 1,667,099 | 1,667,099 | | | Intrinsic Value of Accelerated Equity | 5,738,743 | 5,738,743 | 15,948,332 | 9,901,326 | | | Health and Wellness Benefits(5) | 1,835 | 1,835 | — | — | | | Outplacement Assistance | 7,350 | 7,350 | — | — | | | TOTAL | 6,829,804 | 9,264,022 | 17,615,431 | 11,568,425 |
Potential Payments Upon Termination or Change in Control
| (1) As of the last day of our 2023 fiscal year, in the event of a termination by the Company other than for cause (as defined in the Severance Plan, which is described below), our Severance Plan generally provides for vesting (including acceleration of vesting) of outstanding equity awards or eligible equity awards in accordance with the applicable award agreement and plan, 24 months of base salary for the CEO and 18 months of base salary for senior executives, payable in a lump sum as soon as possible after termination, and Company-paid COBRA for U.S.-based employees for the severance period and outplacement services, for senior executives with a signed and not revoked release of claims who comply with any applicable post-employment obligations. | | | – | 2019 Matching RSUs vest 80%; 2021 Matching RSUs vest 66.66%; 2022 Matching RSUs vest 33.33% ; and 2021 RSUs vest 66.66%, 2022 RSUs vest 33.33%; and 2021 merit RSUs vest 50%; and 2022 merit RSUs vest 25%; 2021 PSUs vest 66.66%; and 2021 merit PSUs vest 50%; 2021 stock options vest 66.66%; 2022 stock options vest 33.33%; and |
Potential Payments Upon Termination or Change in Control
| 2024 Proxy Statement | 92 |
Potential Payments Upon Termination or Change in Control
| Company Overview | Voting Roadmap | Stockholder Engagement | Our Board | Governance | Director Compensation | Beneficial Ownership | Executive Compensation | Audit Matters | Stockholder Proposals | Other Information | Appendix A. Non-GAAP |
Potential Payments Upon Termination or Change in Control
| – | 2020 merit RSUs, merit PSUs forfeit 25%; and 2023 RSUs (including Matching RSUs); 2022, 2023 PSUs and merit PSUs are forfeited. | | Amounts reflect the intrinsic value of shares underlying options that would vest, calculated as the difference between $38.96, the closing price of Kraft Heinz common stock on December 29, 2023 (the last trading day of our fiscal year), and the exercise price of the options. | | | (2) As of the last day of our 2023 fiscal year, in the event of a qualifying termination during the change in control period (as defined in the CIC Plan), our CIC Plan generally provides for vesting (including acceleration of vesting) of outstanding equity awards in accordance with the applicable award agreement and plan and a payment equal to (i) 1.5 times the sum (for NEOs other than the CEO) and 2 times the sum (for the CEO) of annual rate of regular pay and target PBP bonus, payable in a lump sum as soon as possible after the change in control, (ii) a pro-rated PBP bonus for the year of termination at target level of achievement, payable at the same time as other performance bonuses are paid, and (iii) Company-paid COBRA for U.S.-based employees for the severance period and outplacement services, for NEOs (including the CEO) with a signed and not revoked release and restrictive covenant agreement. | | | – | 2019 Matching RSUs vest 80%; 2021 Matching RSUs vest 66.66%; 2022 Matching RSUs vest 33.33% ; and 2021 RSUs vest 66.66%, 2022 RSUs vest 33.33%; and 2021 merit RSUs vest 50%; and 2022 merit RSUs vest 25%; 2021 PSUs vest 66.66%; and 2021 merit PSUs vest 50%; 2021 stock options vest 66.66%; 2022 stock options vest 33.33%; and | | – | 2020 merit RSUs, merit PSUs forfeit 25%; and 2023 RSUs (including Matching RSUs); 2022, 2023 PSUs and merit PSUs are forfeited. | | Amounts reflect the intrinsic value of shares underlying options that would vest, calculated as the difference between $38.96, the closing price of Kraft Heinz common stock on December 29, 2023 (the last trading day of our fiscal year), and the exercise price of the options. | | | (3) As of the last day of our 2023 fiscal year, in the event of a death or disability | | | – | 2019 Matching RSUs; and 2020, 2021, 2022 RSUs and merit RSUs (including Matching RSUs); and 2020, 2021, 2022 PSUs and merit PSUs; and 2023 RSUs (including Matching RSUs); and 2023 PSUs; 2021, 2022 stock options fully vest. | | Amounts reflect the intrinsic value of shares underlying options that would vest, calculated as the difference between $38.96, the closing price of Kraft Heinz common stock on December 29, 2023 (the last trading day of our fiscal year), and the exercise price of the options. | | | (4) As of the last day of our 2023 fiscal year, in the event of a termination due to retirement: | | | – | 2019 Matching RSUs, 2020 merit RSUs, 2021, 2022 RSUs and merit RSUs (including Matching RSUs); and 2020, 2021 merit PSUs; and 2021 PSUs; and 2021, 2022 stock options fully vest; and | | – | 2022 PSUs and merit PSUs; and 2023 RSUs (including Matching RSUs); and 2023 PSUs are forfeited. | | Amounts reflect the intrinsic value of shares underlying options that would vest, calculated as the difference between $36.98, the closing price of Kraft Heinz common stock on December 29, 2023 (the last trading day of our fiscal year), and the exercise price of the options. | | | (5) Amount reflects 12 months of medical and dental benefit coverage continuation under COBRA, less the executive premium contribution. | | | (6) As disclosed in our Current Report on Form 8-K filed on November 1, 2023, Mr. Oliveira stepped down as President, International Markets effective December 30, 2023, the last day of our 2023 fiscal year. Mr. Oliveira served as an Advisor to the CEO from December 31, 2023 to March 8, 2024. | |
Equity Awards
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PAY RATIO DISCLOSURE
PAY RATIO DISCLOSURE In accordance with SEC rules, we disclose the annual total compensation of Mr. Patricio, our CEO for our 2023 fiscal year, and our median employee, as well as the ratio of the annual total compensation of Mr. Patricio relative to the annual total compensation of our median employee. For our 2023 fiscal year:
PAY RATIO DISCLOSURE
| | Annual Total Compensation ($) | Pay Ratio Estimate | | Mr. Patricio, our CEO for our 2023 fiscal year | 11,359,250 | 151:1 | | Our median employee | 75,128 | |
Methodology
| Company Overview | Voting Roadmap | Stockholder Engagement | Our Board | Governance | Director Compensation | Beneficial Ownership | Executive Compensation | Audit Matters | Stockholder Proposals | Other Information | Appendix A. Non-GAAP |
PAY VERSUS PERFORMANCE DISCLOSURE
PAY VERSUS PERFORMANCE DISCLOSURE As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid (“CAP”) and certain financial performance of the Company. Unless the context requires otherwise, references to years below mean our fiscal years.
Pay Versus Performance Table
Pay Versus Performance Table
Pay Versus Performance Table
| | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Year | Summary Compensation Table (SCT) Total for CEO(1) ($) | Compensation Actually Paid (CAP) to CEO(2) ($) | Average SCT Total for Non-CEO NEOs(3) ($) | Average CAP to Non-CEO NEOs(4) ($) | Total Shareholder Return (TSR)(5) ($) | Peer Group TSR(6) ($) | Net Income(7) ($ in millions) | PBP EBITDA(8) ($ in millions) | | 2023 | 11,359,250 | 8,155,888 | 6,765,828 | 5,379,052 | 140.65 | 126.06 | 2,846 | 6,298 | | 2022 | 7,098,246 | 11,036,341 | 5,609,580 | 9,451,924 | 148.13 | 132.48 | 2,368 | 6,031 | | 2021 | 8,605,599 | 6,901,200 | 6,259,577 | 7,248,556 | 123.00 | 119.88 | 1,024 | 6,277 | | 2020 | 6,140,131 | 13,126,331 | 9,160,325 | 15,041,961 | 117.05 | 105.53 | 361 | 6,797 |
Pay Versus Performance Table
| (1) The dollar amounts reported are the amounts of Total Compensation reported in the Summary Compensation Table for each corresponding fiscal year. |
Pay Versus Performance Table
| (2) The dollar amounts reported represent the amount of CAP calculated in accordance with SEC rules. The amounts do not reflect the actual amount of compensation earned by, or paid during, the applicable year. To calculate CAP, the following amounts were deducted from and added to Total Compensation reflected in the Summary Compensation Table: |
Pay Versus Performance Table
| 2024 Proxy Statement | 95 |
Pay Versus Performance Table
| Company Overview | Voting Roadmap | Stockholder Engagement | Our Board | Governance | Director Compensation | Beneficial Ownership | Executive Compensation | Audit Matters | Stockholder Proposals | Other Information | Appendix A. Non-GAAP |
Reconciliation of SCT Total for CEO to CAP to CEO:
| Company Overview | Voting Roadmap | Stockholder Engagement | Our Board | Governance | Director Compensation | Beneficial Ownership | Executive Compensation | Audit Matters | Stockholder Proposals | Other Information | Appendix A. Non-GAAP |
Reconciliation of Average SCT for Non-CEO NEOs to Average CAP to Non-CEO NEOs:
| Company Overview | Voting Roadmap | Stockholder Engagement | Our Board | Governance | Director Compensation | Beneficial Ownership | Executive Compensation | Audit Matters | Stockholder Proposals | Other Information | Appendix A. Non-GAAP |
TSR Comparison
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Compensation Actually Paid
Compensation Actually Paid
PROPOSAL 3. RATIFICATION OF THE SELECTION OF INDEPENDENT AUDITORS
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PRE-APPROVAL POLICY
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INDEPENDENT AUDITORS
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PROPOSAL 4. STOCKHOLDER PROPOSAL –REPORT ON RECYCLABILITY CLAIMS
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PROPOSAL 4. STOCKHOLDER PROPOSAL –REPORT ON RECYCLABILITY CLAIMS
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PROPOSAL 4. STOCKHOLDER PROPOSAL –REPORT ON RECYCLABILITY CLAIMS
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PROPOSAL 5. STOCKHOLDER PROPOSAL –REPORT ON GROUP-HOUSED PORK
| Company Overview | Voting Roadmap | Stockholder Engagement | Our Board | Governance | Director Compensation | Beneficial Ownership | Executive Compensation | Audit Matters | Stockholder Proposals | Other Information | Appendix A. Non-GAAP |
PROPOSAL 5. STOCKHOLDER PROPOSAL –REPORT ON GROUP-HOUSED PORK
| Company Overview | Voting Roadmap | Stockholder Engagement | Our Board | Governance | Director Compensation | Beneficial Ownership | Executive Compensation | Audit Matters | Stockholder Proposals | Other Information | Appendix A. Non-GAAP |
PROPOSAL 5. STOCKHOLDER PROPOSAL –REPORT ON GROUP-HOUSED PORK
| Company Overview | Voting Roadmap | Stockholder Engagement | Our Board | Governance | Director Compensation | Beneficial Ownership | Executive Compensation | Audit Matters | Stockholder Proposals | Other Information | Appendix A. Non-GAAP |
PROPOSAL 5. STOCKHOLDER PROPOSAL –REPORT ON GROUP-HOUSED PORK
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PROPOSAL 6. STOCKHOLDER PROPOSAL –REPORT ON GREENHOUSE GAS GOALS
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PROPOSAL 6. STOCKHOLDER PROPOSAL –REPORT ON GREENHOUSE GAS GOALS
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PROPOSAL 6. STOCKHOLDER PROPOSAL –REPORT ON GREENHOUSE GAS GOALS
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INFORMATION REGARDING THE ANNUAL MEETING
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INFORMATION REGARDING THE ANNUAL MEETING
| Company Overview | Voting Roadmap | Stockholder Engagement | Our Board | Governance | Director Compensation | Beneficial Ownership | Executive Compensation | Audit Matters | Stockholder Proposals | Other Information | Appendix A. Non-GAAP |
INFORMATION REGARDING THE ANNUAL MEETING
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INFORMATION REGARDING THE ANNUAL MEETING
| Company Overview | Voting Roadmap | Stockholder Engagement | Our Board | Governance | Director Compensation | Beneficial Ownership | Executive Compensation | Audit Matters | Stockholder Proposals | Other Information | Appendix A. Non-GAAP |
INFORMATION REGARDING THE ANNUAL MEETING
| Company Overview | Voting Roadmap | Stockholder Engagement | Our Board | Governance | Director Compensation | Beneficial Ownership | Executive Compensation | Audit Matters | Stockholder Proposals | Other Information | Appendix A. Non-GAAP |
INFORMATION REGARDING THE ANNUAL MEETING
| Company Overview | Voting Roadmap | Stockholder Engagement | Our Board | Governance | Director Compensation | Beneficial Ownership | Executive Compensation | Audit Matters | Stockholder Proposals | Other Information | Appendix A. Non-GAAP |
STOCKHOLDER PROPOSALS
| Company Overview | Voting Roadmap | Stockholder Engagement | Our Board | Governance | Director Compensation | Beneficial Ownership | Executive Compensation | Audit Matters | Stockholder Proposals | Other Information | Appendix A. Non-GAAP |
ORGANIC NET SALES
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ADJUSTED EBITDA
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ADJUSTED GROSS PROFIT MARGIN
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FREE CASH FLOW
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