DEF 14A of Kraft Heinz Co
Filed Mar 28, 2025 · FY20240001308179-25-000266
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 |
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 |
2024 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 |
2024 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 |
DIRECTOR NOMINEES AT A GLANCE
DIRECTOR NOMINEES AT A GLANCE
DIRECTOR NOMINEES AT A GLANCE
| 12 | 2025 Proxy Statement |
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. THE BOARD RECOMMENDS A VOTE FOR PROPOSAL 2. MORE ON PAGE 49 |
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. | | | Performance- Driven to Align with Stockholder Interests | CASH | Base salary provides a stable source of income designed to be market competitive. Performance Bonus Plan awards, motivates, and rewards 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. | | Equity Mix Weighted to Performance Share Units | For 2024, our annual equity award mix includes 70% PSUs and 30% RSUs. Our 2024 PSUs feature a three-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. | | | 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 2024 Annual Meeting, stockholders supported the compensation of our NEOs with approval by approximately 96% of the votes cast. In the fall of 2024, we solicited feedback regarding the design and effectiveness of our executive compensation program from a number of our largest stockholders as part of our 2024 stockholder engagement program. Taking into consideration the strong support in 2024 and the feedback received during our fall stockholder engagement meetings, the Compensation Committee has maintained the general design of our compensation program for 2025. 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
| 2025 Proxy Statement | 13 |
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 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 27, 2025. THE BOARD RECOMMENDS A VOTE FOR PROPOSAL 3. MORE ON PAGE 90 |
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
| PROPOSAL 4 | STOCKHOLDER PROPOSAL — REPORT ON RECYCLABILITY CLAIMS A stockholder proposal requesting the Company to issue a report by December 2025 providing the factual basis for legitimacy of all recyclable claims made on plastic packaging. THE BOARD RECOMMENDS A VOTE AGAINST PROPOSAL 4. MORE ON PAGE 94 |
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 management’s time and Kraft Heinz resources without providing meaningful benefit to the Company or our stockholders.
DIRECTOR NOMINEES AT A GLANCE
| 14 | 2025 Proxy Statement |
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 5 | STOCKHOLDER PROPOSAL — REPORT ON PLASTIC PACKAGING A stockholder proposal requesting the Company to issue a report describing how the Company could address flexible plastic packaging in alignment with the findings of the Pew Charitable Trusts’ study, Breaking the Plastic Wave, or other authoritative sources, to reduce its contribution to plastic pollution. THE BOARD RECOMMENDS A VOTE AGAINST PROPOSAL 5. MORE ON PAGE 97 |
DIRECTOR NOMINEES AT A GLANCE
The Board believes that, in light of our current initiatives to mitigate the environmental concerns associated with flexible plastic packaging, the adoption of the stockholder proposal would divert management’s time and Kraft Heinz resources without providing meaningful benefit to the Company or our stockholders.
DIRECTOR NOMINEES AT A GLANCE
| PROPOSAL 6 | STOCKHOLDER PROPOSAL — ADOPT POLICY ON INDEPENDENT BOARD CHAIR A stockholder proposal requesting the Board to adopt a policy, and amend the Company’s By-Laws as necessary, to require the Board Chair position be held by an independent director. THE BOARD RECOMMENDS A VOTE AGAINST PROPOSAL 6. MORE ON PAGE 102 |
DIRECTOR NOMINEES AT A GLANCE
The Board believes that it is in the best interests of the Company and our stockholders to allow the Board to retain the flexibility to select the leadership structure that is best suited to meet the needs of the Company and its stockholders at any given time, including determining, from time to time, whether it is appropriate for the same individual to serve as CEO and Chair. Adopting a rigid policy as requested by this proposal would impair the Board’s ability to structure its leadership in the manner it believes most effectively serves the Company and stockholders’ interests.
DIRECTOR NOMINEES AT A GLANCE
| 2025 Proxy Statement | 15 |
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 |
2024 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 2025 DIRECTOR NOMINEES
OUR 2025 DIRECTOR NOMINEES The nominees represent diverse backgrounds, experiences, and skills, coupled with strong independence, judgment, and integrity, and embody the qualifications relevant to Kraft Heinz’s global operations and long-term strategic vision. Among the nominees, four identify as women, eight identify as men, six identify as People of Color, and six identify as White.
DIRECTOR NOMINEE QUALIFICATIONS
DIRECTOR NOMINEE QUALIFICATIONS
DIRECTOR NOMINEE QUALIFICATION HIGHLIGHTS
DIRECTOR NOMINEE QUALIFICATION HIGHLIGHTS
DIRECTOR NOMINEE QUALIFICATION HIGHLIGHTS
| 2025 Proxy Statement | 19 |
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
| 20 | 2025 Proxy Statement |
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 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 | | Age: 58 Director Since: May 2021 Chair Since: May 2022 Committees: None Other Current Public Company Boards: None Key Skills • Global Business and Emerging Markets • CPG or Related Industry • Enterprise Leadership • Risk Management • Strategic Transactions • Brand Building | |
DIRECTOR NOMINEE BIOGRAPHIES
| 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) |
DIRECTOR NOMINEE BIOGRAPHIES
| | John T. Cahill VICE CHAIR Independent | | Age: 67 Director and Vice Chair Since: July 2015 Committees: Other Current Public Company Boards: • Colgate-Palmolive Company (since 2005) • American Airlines Group (since 2013) • Autodesk, Inc. (since December 2024) Key Skills • Financial and Accounting • Global Business and Emerging Markets • CPG or Related Industry • Enterprise Leadership • Risk Management • Strategic Transactions | |
DIRECTOR NOMINEE BIOGRAPHIES
| Key Qualifications Mr. Cahill brings to the Board extensive experience in the food and beverage industry, business finance and financial statements, global markets, and executive leadership of public companies. | | | Career Highlights • Kraft Foods Group, Inc. (“Kraft”), one of our predecessor companies – Chief Executive Officer (2014 to 2015) – Executive Chairman (2012 to 2014) • Mondelēz International, Inc. (“Mondelēz”), a food and beverage company and former parent of Kraft – Executive Chairman Designate, North American Grocery (2012) • Ripplewood Holdings LLC, a private equity firm – Industrial Partner (2008 to 2011) • PepsiCo, Inc., a global food and beverage company, and affiliates – Various executive and senior financial positions (1989 to 2007) | Other Boards and Experiences • Kraft Foods Group, Inc. (2012 to 2015) • Legg Mason, Inc., a financial services holding company (2010 to 2014) |
DIRECTOR NOMINEE BIOGRAPHIES
| | Audit Committee | | Compensation Committee | | Governance Committee | | Chair |
DIRECTOR NOMINEE BIOGRAPHIES
| 2025 Proxy Statement | 21 |
DIRECTOR NOMINEE BIOGRAPHIES
| 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
| | John C. Pope LEAD DIRECTOR Independent | | Age: 75 Director Since: July 2015 Lead Director Since: January 2021 Committees: Other Current Public Company Boards: • Talgo S.A. (since 2015) Key Skills • Financial and Accounting • Global Business and Emerging Markets • CPG or Related Industry • Enterprise Leadership • Regulatory and Public Policy • Risk Management • Strategic Transactions | |
DIRECTOR NOMINEE BIOGRAPHIES
| 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 • Waste Management, Inc. (1997 to May 2024) • 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) |
DIRECTOR NOMINEE BIOGRAPHIES
| | Carlos Abrams-Rivera Kraft Heinz CEO | | Age: 57 Director Since: December 2023 Committees: None Other Current Public Company Boards: None Key Skills • Global Business and Emerging Markets • CPG or Related Industry • Enterprise Leadership • Strategic Transactions • Brand Building • Digital and Technology | |
DIRECTOR NOMINEE BIOGRAPHIES
| Key Qualifications Mr. Abrams-Rivera brings to the Board deep consumer packaged goods and brand-building expertise, strong experience in global and emerging markets, and unique insight as our CEO. | | | Career Highlights • Kraft Heinz – Chief Executive Officer (since December 2023) – President, Kraft Heinz (August to December 2023) – Executive Vice President and President, North America (December 2021 to August 2023) – U.S. Zone President (February 2020 to December 2021) • Campbell Soup Company, a global food and beverage company – Executive Vice President and President, Campbell Snacks (May 2019 to February 2020) – President, Campbell Snacks (2018 to May 2019) – President, Pepperidge Farm (2015 to 2018) | • Mondelēz – Various marketing and leadership positions (2011 to 2015) • Kraft Foods Group, Inc., one of our predecessor companies – Various positions (1998 to 2010) Other Boards and Experiences • Energizer Holdings, Inc. (January 2020 to January 2024) |
DIRECTOR NOMINEE BIOGRAPHIES
| | Audit Committee | | Compensation Committee | | Governance Committee | | Chair |
DIRECTOR NOMINEE BIOGRAPHIES
| 22 | 2025 Proxy Statement |
DIRECTOR NOMINEE BIOGRAPHIES
| 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
| | Humberto P. Alfonso Independent | | Age: 67 Director Since: May 2023 Committees: Other Current Public Company Boards: • Eastman Chemical Company (since 2011) Key Skills • Financial and Accounting • Global Business and Emerging Markets • CPG or Related Industry • Enterprise Leadership • Risk Management • Strategic Transactions | |
DIRECTOR NOMINEE BIOGRAPHIES
| 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 confectionery and snack products company – President, International (2013 to 2015) – Executive Vice President and Chief Financial Officer (2007 to 2013) – Vice President, Finance North America (2006 to 2007) • Cadbury Schweppes PLC, a multinational confectionery company – Various senior and executive financial positions (2003 to 2006) | • Pfizer, Inc., a global pharmaceutical company – Vice President and Chief Financial Officer Adams Brands (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) |
DIRECTOR NOMINEE BIOGRAPHIES
| | Lori Dickerson Fouché Independent | | Age: 55 Director Since: May 2021 Committees: Other Current Public Company Boards: • Hippo Holdings Inc. (since May 2021) Key Skills • Financial and Accounting • Enterprise Leadership • Regulatory and Public Policy • Risk Management • Brand Building | |
DIRECTOR NOMINEE BIOGRAPHIES
| Key Qualifications Ms. Fouché brings to the Board seasoned financial expertise, deep experience in the financial services industry, and valuable leadership, operating, and marketing experience. | | | Career Highlights • TIAA, a financial services firm – Senior Executive Vice President and Advisor to the Chief Executive Officer (June to December 2020) – Senior Executive Vice President and Chief Executive Officer, TIAA Financial Solutions (2018 to June 2020) • Prudential Financial, Inc. (“Prudential”), a financial services firm – Group Head of Individual Solutions (2017 to 2018) – President of Prudential Annuities (2015 to 2017) – Chief Executive Officer, Prudential Group Insurance (2014 to 2015) | Other Boards and Experiences • Gusto Inc., a private payroll, benefits, and human resource management software provider (since October 2021) • Princeton University Board of Trustees (since September 2021 and 2015 to June 2019) |
DIRECTOR NOMINEE BIOGRAPHIES
| | Audit Committee | | Compensation Committee | | Governance Committee | | Chair |
DIRECTOR NOMINEE BIOGRAPHIES
| 2025 Proxy Statement | 23 |
DIRECTOR NOMINEE BIOGRAPHIES
| 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
| | Diane Gherson Independent | | Age: 68 Director Since: November 2022 Committees: Other Current Public Company Boards: None Key Skills • Global Business and Emerging Markets • Enterprise Leadership • Sustainability and Human Capital • Risk Management • Strategic Transactions • Digital and Technology | |
DIRECTOR NOMINEE BIOGRAPHIES
| 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 • Centivo (since January 2022) • National Academy of Human Resources (since January 2019) • Ping Identity Holding Corp. (now private) (February 2021 to October 2022) • TechWolf (November 2023) |
DIRECTOR NOMINEE BIOGRAPHIES
| | Timothy Kenesey Independent | | Age: 57 Director Since: January 2020 Committees: Other Current Public Company Boards: None Key Skills • Financial and Accounting • Global Business and Emerging Markets • Enterprise Leadership • Sustainability and Human Capital • Regulatory and Public Policy • Risk Management • Strategic Transactions | |
DIRECTOR NOMINEE BIOGRAPHIES
| Key Qualifications Mr. Kenesey brings to the Board important insights into creating long-term profitable growth, operations, mergers and acquisitions, risk management, and financial reporting. | | | Career Highlights • MedPro Group Inc., a healthcare liability insurance company and subsidiary of Berkshire Hathaway Inc. – President and Chief Executive Officer and Director (since 2001) • General Electric Company, an industrial technology company – Senior Vice President of GE Insurance (2000) – Global Business Development Manager of GE Healthcare (1998 to 1999) • Sidley Austin LLP, a global law firm – Attorney focused on mergers and acquisitions and corporate finance (1993 to 1997) • KPMG LLP, an accounting firm – Audit and Tax Accountant (1989 to 1990) | Other Boards and Experiences • Fort4Fitness (since 2007) • Various other smaller insurance subsidiaries of Berkshire Hathaway Inc. (since 2001) |
DIRECTOR NOMINEE BIOGRAPHIES
| | Audit Committee | | Compensation Committee | | Governance Committee | | Chair |
DIRECTOR NOMINEE BIOGRAPHIES
| 24 | 2025 Proxy Statement |
DIRECTOR NOMINEE BIOGRAPHIES
| 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
| | Alicia Knapp Independent | | Age: 46 Director Since: May 2022 Committees: Other Current Public Company Boards: None Key Skills • Enterprise Leadership • Sustainability and Human Capital • Regulatory and Public Policy • Risk Management | |
DIRECTOR NOMINEE BIOGRAPHIES
| 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) |
DIRECTOR NOMINEE BIOGRAPHIES
| | Elio Leoni Sceti Independent | | Age: 59 Director Since: May 2020 Committees: Other Current Public Company Boards: None Key Skills • Financial and Accounting • Global Business and Emerging Markets • CPG or Related Industry • Enterprise Leadership • Sustainability and Human Capital • Strategic Transactions • Brand Building | |
DIRECTOR NOMINEE BIOGRAPHIES
| Key Qualifications Mr. Leoni Sceti brings to the Board deep experience in the consumer goods sector, operations, marketing, product development, and disruptive innovation. | | | Career Highlights • The Craftory, a global investment house for purpose-driven CPG challenger brands – Co-Founder, Chief Crafter, and Chairman (since 2018) • Active investor in and advisor to early-stage tech companies (since 2010) • Iglo Group, a frozen food company whose brands include Birds Eye, Findus, and Iglo – Chief Executive Officer (2013 to 2015) • EMI Group, a global music company – Chief Executive Officer (2008 to 2010) • Reckitt Benckiser Group plc, a home, health, and personal care products company – Various marketing and management positions (1992 to 2008) • Procter & Gamble Company, a CPG company – Various marketing positions (1988 to 1992) | Other Boards and Experiences • AB InBev (2014 to April 2023) • Barry Callebaut AG (2017 to December 2023) • LSG Holdings Limited (since 2011) • Various portfolio companies of The Craftory (since 2018) • Room to Read, UK Board (since April 2019) • One Young World, Board of Trustees (since 2011) |
DIRECTOR NOMINEE BIOGRAPHIES
| | Audit Committee | | Compensation Committee | | Governance Committee | | Chair |
DIRECTOR NOMINEE BIOGRAPHIES
| 2025 Proxy Statement | 25 |
DIRECTOR NOMINEE BIOGRAPHIES
| 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
| | James Park Independent | | Age: 48 Director Since: May 2022 Committees: Other Current Public Company Boards: None Key Skills • Enterprise Leadership • Risk Management • Strategic Transactions • Brand Building • Digital and Technology | |
DIRECTOR NOMINEE BIOGRAPHIES
| Key Qualifications Mr. Park brings to the Board deep expertise in technology and digital capabilities, as well as valuable experience in mergers and acquisitions and public company leadership. | | | Career Highlights • Google LLC (“Google”), a subsidiary of Alphabet Inc., a global technology company – Vice President, Alphabet (January 2024 to April 2024) – Vice President and General Manager, Wearables and Health (August 2023 to January 2024) – Vice President and General Manager, Fitbit (February 2021 to August 2023) • Fitbit, Inc., a connected health and fitness company (acquired by Google in January 2021) – Chairman (2015 to January 2021) – Co-Founder, President, Chief Executive Officer, and Director (2007 to January 2021) | • CNET Networks, Inc. (“CNET”), an online media company – Director of Product Development (2005 to 2007) • Wind-Up Labs, Inc., an online photo sharing company (acquired by CNET in 2005) – President and Co-Founder (2002 to 2005) Other Boards and Experiences • Fitbit, Inc. (2007 to January 2021) |
DIRECTOR NOMINEE BIOGRAPHIES
| | Debby Soo Independent | | Age: 44 Director Since: October 2024 Committees: Other Current Public Company Boards: None Key Skills • Financial and Accounting • Global Business and Emerging Markets • Enterprise Leadership • Strategic Transactions • Brand Building • Digital and Technology | |
DIRECTOR NOMINEE BIOGRAPHIES
| Key Qualifications Ms. Soo brings to the Board robust experience in technological innovation and trends as well as deep experience in global, consumer-focused industries. | | | Career Highlights • OpenTable, Inc., restaurant technology company and subsidiary of Booking Holdings Inc. (“Booking Holdings”) – Chief Executive Officer (August 2020 to present) • KAYAK Software Corporation, a travel meta-search service and subsidiary of Booking Holdings – Chief Commercial Officer (2017 to July 2020) – Senior Vice President of Business Development (2017) – Various marketing and senior leadership roles (2010 to 2017) | Other Boards and Experiences • EverCommerce Inc. (March 2021 to October 2024) • Lesson Nine GmbH (December 2020 to March 2021) |
DIRECTOR NOMINEE BIOGRAPHIES
| | Audit Committee | | Compensation Committee | | Governance Committee | | Chair |
DIRECTOR NOMINEE BIOGRAPHIES
| 26 | 2025 Proxy Statement |
DIRECTOR NOMINEE BIOGRAPHIES
| 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 BOARD 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 |
MEETING ATTENDANCE
| 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 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
Mr. Cahill currently serves on the audit committee of three other public companies and the Board has determined that such simultaneous service does not impair his ability to effectively serve on the Company’s Audit Committee. In making this determination, the Board considered Mr. Cahill’s exceptional Committee and Board attendance record, his valued contributions to the Audit Committee, and his professional background and significant financial experience as the former CEO of Kraft Foods Group, Inc. and CFO of The Pepsi Bottling Group, Inc. As of March 10, 2025, 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 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 |
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 |
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 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. For our 2024 fiscal year, our non-employee directors received:
2024 DIRECTOR COMPENSATION
2024 DIRECTOR COMPENSATION
2024 DIRECTOR COMPENSATION
| 2024 Annual Compensation | 2024 Additional Retainers | | | | | 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 | $20,000 | CASH | | | If a director serves as Chair of multiple Committees, the director will only receive one additional cash retainer. Directors do not receive meeting fees. * The Chair may elect to receive this cash retainer as equity. | | |
2024 DIRECTOR COMPENSATION
Cash retainers are paid on a quarterly basis. In lieu of the annual cash retainer, pursuant to the Amended and Restated Deferred Compensation Plan for Non-Management Directors, directors may elect to receive shares of deferred stock annually payable in arrears. Deferred stock awards are granted effective immediately following each annual meeting of stockholders. Shares of deferred stock are eligible to receive dividends that are accrued at the dividend payment date in the form of dividend equivalent units (“DEUs”). When dividends are paid on our common stock, we accrue the value of the dividend and issue a number of DEUs equal to the accrued dividend value. DEUs are subject to the same terms as the original grant of the underlying deferred stock. All deferred stock awards and DEUs accrued are distributed to a director in the form of shares of common stock six months following the date they cease to serve on the Board. Mr. Abrams-Rivera, who is our CEO, did not receive payment for his service as a director in 2024.
DIRECTOR STOCK OWNERSHIP GUIDELINES
| Company Overview | Voting Roadmap | Stockholder Engagement | Our Board | Governance | Director Compensation | Beneficial Ownership | Executive Compensation | Audit Matters | Stockholder Proposals | Other Information | Appendix A. Non-GAAP |
2024 DIRECTOR COMPENSATION TABLE
2024 DIRECTOR COMPENSATION TABLE The table below summarizes the compensation and stock awards paid or granted to our non-employee directors. Mr. Abrams-Rivera, who was our CEO during our 2024 fiscal year, did not receive payment for his service as a director in 2024.
2024 DIRECTOR COMPENSATION TABLE
| Name | Fees Earned or Paid in Cash(1) ($) | Stock Awards(2) ($) | All Other Compensation ($) | Total ($) | | Gregory E. Abel(3) | 116,035 | — | — | 116,035 | | Humberto P. Alfonso | 97,235 | 185,032 | — | 282,267 | | John T. Cahill | 120,000 | 185,032 | — | 305,032 | | Lori Dickerson Fouché | 100,000 | 185,032 | — | 285,032 | | Diane Gherson | 100,000 | 185,032 | — | 285,032 | | Timothy Kenesey | 127,529 | 185,032 | — | 312,561 | | Alicia Knapp | 100,000 | 185,032 | — | 285,032 | | Elio Leoni Sceti | 107,516 | 185,032 | — | 292,548 | | Susan Mulder(3) | 33,516 | — | — | 33,516 | | James Park | 100,000 | 185,032 | — | 285,032 | | Miguel Patricio | 160,000 | 305,033 | — | 465,033 | | John C. Pope | 155,000 | 185,032 | — | 340,032 | | Debby Soo | 18,478 | — | — | 18,478 |
2024 DIRECTOR COMPENSATION TABLE
| (1) Includes the value of retainers earned or paid in cash for 2024, including the value of cash retainers for 2023 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 2024, 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 ($36.72 on May 2, 2024). The following table summarizes the stock options held by non-employee directors as of December 28, 2024: |
2024 DIRECTOR COMPENSATION TABLE
| Name | Grant Date | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | 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 |
2024 DIRECTOR COMPENSATION TABLE
| (a) Granted as an employee award during his prior employment with Kraft Foods Group, Inc., one of our predecessor companies. |
2024 DIRECTOR COMPENSATION TABLE
| (3) Mr. Abel and Ms. Mulder stepped down from the Board effective May 2, 2024. |
2024 DIRECTOR COMPENSATION TABLE
| 2025 Proxy Statement | 45 |
DIRECTORS AND OFFICERS
DIRECTORS AND OFFICERS The following table shows the number of shares of our common stock beneficially owned as of March 10, 2025 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 1,193,398,368 shares of our common stock issued and outstanding as of March 10, 2025. 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 | | | | | | | Carlos Abrams-Rivera | 434,844 | 92,747 | — | 527,591 | * | | Humberto P. Alfonso | — | — | 11,293 | 11,293 | * | | John T. Cahill | 152,178(3) | 500,000 | 45,397 | 697,575 | * | | Lori Dickerson Fouché | — | — | 17,134 | 17,134 | * | | Diane Gherson | — | — | 8,547 | 8,547 | * | | Timothy Kenesey | — | — | 35,819 | 35,819 | * | | Alicia Knapp | — | — | 11,824 | 11,824 | * | | Elio Leoni Sceti | 90,000(4) | — | 32,168 | 122,168 | * | | Miguel Patricio | 1,383,795(5) | — | 8,616 | 1,392,411 | * | | James Park | 596 | — | 11,824 | 12,240 | * | | John C. Pope | 10,098 | — | 50,185 | 60,283 | * | | Debby Soo | — | — | — | — | * | | Named Executive Officers (NEOs) | | | | | | | Carlos Abrams-Rivera | ------------------------------see above------------------------------ | | | | | | Andre Maciel | 224,278 | 90,758 | — | 315,036 | * | | Marcos Eloi Lima | 138,442 | 43,768 | — | 182,210 | * | | Pedro Navio | 93,107 | 119,874 | — | 212,981 | * | | Cory Onell | 58,423 | 3,503 | — | 61,926 | * | | Rashida La Lande | — | — | — | — | * | | Current directors and executive officers(6) as of March 10, 2025 as a group (20 persons) | 2,996,543 | 922,735 | 232,807 | 4,152,085 | * |
DIRECTORS AND OFFICERS
| * Less than 1%. |
DIRECTORS AND OFFICERS
| (1) Includes shares issuable upon settlement of RSUs, including related DEUs accrued, that will vest within 60 days of March 10, 2025 and pursuant to stock options exercisable within 60 days of March 10, 2025. | | (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 811,817 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 and 558,488 shares held in a grantor retained trust. | | (6) Pursuant to Item 403 of Regulation S-K, excludes Ms. La Lande, who ceased to be an executive officer effective August 2, 2024, but who was an NEO for fiscal year 2024. |
DIRECTORS AND OFFICERS
| 46 | 2025 Proxy Statement |
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 |
2024 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 |
2024 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 |
COMPENSATION DISCUSSION AND ANALYSIS CONTENTS
| 51 | Our NEOs | | 52 | Compensation Structure and Goals | | 52 | Compensation Governance Best Practices | | 53 | Total Rewards Philosophy and Objectives | | 54 | Year-Round Executive Compensation-Setting Process | | 58 | 2024 Executive Compensation Program | | 60 | 2024 NEO Compensation Snapshots | | 63 | Base Salary | | 64 | Annual Cash-Based Performance Bonus Plan (PBP) | | 67 | Bonus Investment Plan | | 69 | Annual Equity Awards | | 72 | Benefits and Perquisites | | 72 | 2025 Compensation Changes | | 72 | Additional 2025 Program Changes | | 72 | Other Compensation Policies and Practices | | 72 | Officer Stock Ownership Guidelines | | 73 | Change in Control Severance Plan | | 73 | Clawback Policy | | 73 | Impact of Tax and Accounting Policies | | 74 | 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 |
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 and reflecting our strong pay-for-performance philosophy. 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 2024* | Other NEOs 2024 | | | | | 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 2024 compensation for Mr. Abrams-Rivera. 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. | | | | 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 sustainability targets, as a key element of 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 progress against talent, leadership, and culture strategies | | ● | Reviewed performance measures for inclusion in compensation program design for 2025 | | ● | Discussed stockholder engagement efforts and feedback |
OCTOBER TO DECEMBER
| | | | | | | | Compensation programs at peer companies | Kraft Heinz’s performance over the last three years | Our financial plan 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.
ROLE OF INDEPENDENT CONSULTANT
| 54 | 2025 Proxy Statement |
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
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. 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 INDEPENDENT CONSULTANT
| 2025 Proxy Statement | 55 |
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 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 determining relative performance in our PSU awards. We review the selection criteria and companies in both peer groups regularly. For 2024, the Compensation Committee did not make any changes to the peer groups indicated below.
ROLE OF PEER GROUPS
| | | | | | | | | | Archer-Daniels-Midland Company | Colgate-Palmolive Company | Kimberly-Clark Corporation | The Procter & Gamble Company | | | | | | | | | | | Campbell Soup Company Conagra Brands, Inc. General Mills, Inc. Hormel Foods Corporation | Kellanova Keurig Dr Pepper Inc. McCormick & Company, Incorporated | Mondelēz International, Inc. PepsiCo, Inc. The Coca-Cola Company | The Hershey Company The J. M. Smucker Company Tyson Foods, Inc. |
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 and market capitalization 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
| 56 | 2025 Proxy Statement |
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
| 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 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 |
2024 EXECUTIVE COMPENSATION PROGRAM
| | | Element | Performance Metric | Description | Strategy Alignment | | | | 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 Adjusted Operating Income (60%) PBP Organic Net Sales (30%) PBP Free Cash Flow Conversion (10%) | 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 | ― | We do not offer enhanced benefits or significant perquisites to our NEOs. Limited types of non-wage compensation provided in addition to base salary, short-term incentives, and long-term incentives. | Market competitive |
2024 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 |
2024 NEO COMPENSATION SNAPSHOTS
| CARLOS ABRAMS-RIVERA CEO AND MEMBER OF THE BOARD As CEO, Mr. Abrams-Rivera 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 | | | | | | | | BASE SALARY | PERFORMANCE BONUS PLAN | BONUS INVESTMENT PLAN MATCH | ANNUAL EQUITY AWARD | | | ACTUAL | $1,100,000 | $1,340,495 | $1,580,147 | $3,937,500 PSUs | | | | | | | $1,687,500 RSUs | | 2024 CHANGES In connection with Mr. Abrams-Rivera becoming CEO, the Compensation Committee approved an increase in his annual base salary from $800,000 to $1.1 million and target award opportunity for the annual cash bonus from 225% to 300%, effective December 31, 2023, the first day of our 2024 fiscal year. | | | | | |
2024 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 |
2024 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 | | | | | | | | BASE SALARY | PERFORMANCE BONUS PLAN | BONUS INVESTMENT PLAN MATCH | ANNUAL EQUITY AWARD | | | ACTUAL | $725,000 | $602,783 | $1,026,850 | $2,559,375 PSUs | | | | | | | $1,096,875 RSUs | | 2024 CHANGES No compensation changes for Mr. Maciel were made for 2024. | | | | | |
2024 NEO COMPENSATION SNAPSHOTS
| MARCOS ELOI LIMA EVP AND CHIEF PROCUREMENT AND SUSTAINABILITY OFFICER As EVP and Chief Procurement and Sustainability Officer, Mr. Lima leads the Company’s procurement and sustainability organizations globally. | TARGET | | | | | | | | BASE SALARY | PERFORMANCE BONUS PLAN | BONUS INVESTMENT PLAN MATCH | ANNUAL EQUITY AWARD | | | ACTUAL | $585,000 | $377,295 | $656,369 | $1,182,125 PSUs | | | | | | | $506,625 RSUs | | 2024 CHANGES No compensation changes for Mr. Lima were made for 2024. | | | | | |
2024 NEO COMPENSATION SNAPSHOTS
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2024 NEO COMPENSATION SNAPSHOTS
| PEDRO NAVIO EVP AND PRESIDENT, NORTH AMERICA Mr. Navio is responsible for leading the Company’s U.S. and Canadian operations, driving business growth through consumer-first marketing, innovation, and people development. | TARGET | | | | | | | | BASE SALARY | PERFORMANCE BONUS PLAN | BONUS INVESTMENT PLAN MATCH | ANNUAL EQUITY AWARD | | | ACTUAL | $650,000 | $335,064 | $626,122 | $2,318,750 PSUs | | | | | | | $993,750 RSUs | | 2024 CHANGES In connection with Mr. Navio becoming EVP and President, North America, the Compensation Committee approved an increase in his annual base salary from $525,000 to $650,000 and target award opportunity for the annual cash bonus from 150% to 175%, effective December 31, 2023, the first day of our 2024 fiscal year. | | | | | |
2024 NEO COMPENSATION SNAPSHOTS
| CORY ONELL EVP AND CHIEF OMNICHANNEL SALES AND ASIAN EMERGING MARKETS OFFICER Mr. Onell is responsible for unlocking growth through distribution channels, as well as leading the Company’s Asia emerging markets strategy, including the Company’s Asia businesses outside of Japan and South Korea. | TARGET | | | | | | | | BASE SALARY | PERFORMANCE BONUS PLAN | BONUS INVESTMENT PLAN MATCH | ANNUAL EQUITY AWARD | | | ACTUAL | $575,000 | $227,424 | $548,590 | $1,277,500 PSUs | | | | | | | $547,500 RSUs | | 2024 CHANGES In connection with Mr. Onell becoming EVP and Chief Omnichannel Sales and Asian Emerging Markets Officer, the Compensation Committee approved an increase in his annual base salary from $517,000 to $575,000 and target award opportunity for the annual cash bonus from 140% to 150%, effective December 31, 2023, the first day of our 2024 fiscal year. | | | | | |
2024 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 |
2024 NEO COMPENSATION SNAPSHOTS
| RASHIDA LA LANDE* FORMER EVP AND CHIEF LEGAL AND CORPORATE AFFAIRS OFFICER Ms. La Lande led the Company’s legal function, including corporate governance and securities, transactions, regulatory, intellectual property, litigation, labor and employment, and government and corporate affairs. | TARGET | | | | | | | | BASE SALARY | PERFORMANCE BONUS PLAN | BONUS INVESTMENT PLAN MATCH | ANNUAL EQUITY AWARD | | | ACTUAL | $430,769 | $290,999 | — | $2,065,054 PSUs | | | | | | | $885,023 RSUs | | CHANGES IN 2024 No compensation changes for Ms. La Lande were made for 2024. | | | | | |
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:
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 metrics for each executive, including our NEOs. We continue to evolve our performance management and Performance Bonus Plan approach to drive profitable growth by creating a stronger link to enterprise value creation and emphasizing greater collaboration. For our 2024 fiscal year, the Compensation Committee chose to move from one financial performance metric, PBP EBITDA, to a weighted average of three metrics (PBP Adjusted Operating Income (60%), PBP Organic Net Sales (30%), and PBP Free Cash Flow Conversion (10%)) for our global financial performance as well as each zone or business unit. We believe these changes better align with industry best practices, while providing a more balanced view of performance beyond just profitability. 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 PBP Adjusted Operating Income, PBP Organic Net Sales, and PBP Free Cash Flow Conversion more clearly reflect key aspects of our performance, including revenue growth, expense control, and efficient use of capital. The Compensation Committee believes these three metrics appropriately reflect 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 Adjusted Operating Income, PBP Organic Net Sales, and PBP Free Cash Flow Conversation are defined below under Financial Measures.
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 MEASURES
FINANCIAL MEASURES PBP Adjusted Operating Income is defined as net income/(loss)before interest expense, other expense/(income), provision for/(benefit from) income taxes; in addition to these adjustments, we exclude, when they occur, the impact of foreign currency fluctuations by maintaining the exchange rates established in our Annual Operating Plan (“AOP”), restructuring activities, deal costs, unrealized gains/(losses) on commodity hedges, impairment losses, and certain non-ordinary course legal and regulatory matters. In cases where zone achievement is 100% or lower, we adjust for higher or lower incentive compensation compared with what we established in our AOP. PBP Organic Net Sales is defined as total external revenue minus discounts and allowances. It also excludes, when they occur, the impact of foreign currency fluctuations by maintaining the exchange rates established in our AOP. PBP Free Cash Flow Conversion is defined as Free Cash Flow divided by Adjusted Net Income/(Loss). Free Cash Flow is defined as net cash provided by/(used for) operating activities less capital expenditures. It excludes, where they occur, the impact of foreign currency employee goals throughout the organization. We may adjust the threshold, target, and maximum metrics to incorporate the impact of acquisitions and divestitures. In 2024, we adjusted the threshold, target, and maximum for the divestiture of a business in Russia.
INDIVIDUAL PERFORMANCE SCORE
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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 2024 fiscal year, the Compensation Committee approved the following PBP payouts earned for each of our NEOs:
PBP PAYOUT EARNED
| Name | Base Salary for PBP Calculation ($) | Target Award Opportunity (%) | Financial Multiplier (%) | Individual Performance Score (%) | PBP Payout Earned(a) ($) | | Mr. Abrams-Rivera | 1,100,000 | 300% | 48% | 85% | 1,340,495 | | Mr. Maciel | 725,000 | 200% | 48% | 87% | 602,783 | | Mr. Lima | 585,000 | 150% | 48% | 90% | 377,295 | | Mr. Navio | 650,000 | 175% | 48% | 62% | 335,064 | | Mr. Onell | 575,000 | 150% | 48% | 55% | 227,424 | | Ms. La Lande(b) | 408,330 | 150% | 48% | 100% | 290,999 |
PBP PAYOUT EARNED
| (a) Payout calculations are interpolated between minimum, target, and maximum. | | (b) For purposes of PBP payout earned, we calculated Ms. La Lande’s base salary by averaging her annual salary as of the 15th day of each month prior to her stepping down from her role as EVP and Chief Legal and Corporate Affairs Officer effective August 2, 2024. |
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 above median total compensation when 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:
BONUS INVESTMENT PLAN
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BONUS INVESTMENT PLAN
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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: 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 2024, our eligible NEOs participated in the Bonus Investment Plan as follows, based on 2023 PBP payouts earned:
BONUS INVESTMENT PLAN
| Name | Investment Amount ($) | Investment Shares (#) | Matching RSUs (#) | | Mr. Abrams-Rivera | 474,049 | 13,495 | 44,980 | | Mr. Maciel | 308,065 | 8,770 | 29,230 | | Mr. Lima | 196,916 | 5,606 | 18,684 | | Mr. Navio | 187,840 | 5,347 | 17,823 | | Mr. Onell | 164,586 | 4,686 | 15,616 | | Ms. La Lande | — | — | — |
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
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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 2024, 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
| Name | PSU Award Target ($) | RSU Award Target ($) | Total Annual Award Target ($) | | Mr. Abrams-Rivera | 3,937,500 | 1,687,500 | 5,625,000 | | Mr. Maciel | 2,559,375 | 1,096,875 | 3,656,250 | | Mr. Lima | 1,182,125 | 506,625 | 1,688,750 | | Mr. Navio | 2,318,750 | 993,750 | 3,312,500 | | Mr. Onell | 1,277,500 | 547,500 | 1,825,000 | | Ms. La Lande | 2,065,054 | 885,023 | 2,950,077 |
PSUs
PSUs The number of PSUs that will vest will be based on a performance period from December 31, 2023, the first day of our 2024 fiscal year, through December 26, 2026, the last day of our 2026 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
| 2025 Proxy Statement | 69 |
PSUs
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PSUs
The Company will compare achieved TSR over that period versus the companies identified in the performance peer group described above using the following calculation. 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. 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, calculated on a linear basis.
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
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RSUs
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PSU PERFORMANCE
PSU PERFORMANCE
2022 PSU PERFORMANCE CONDITIONS CERTIFIED
2022 PSU PERFORMANCE CONDITIONS CERTIFIED As described in our 2023 and 2024 Proxy Statements, the number of PSUs earned under the grants made on March 1, 2022 (the “2022 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 2025, the Compensation Committee certified that the performance conditions for the 2022 PSUs had been met as follows. The 2022 annual PSUs earned vested 100% on March 1, 2025, and the 2022 merit PSUs earned vested 75% on March 1, 2025, and will vest 25% on March 1, 2026, subject to continued service through such date.
2022 PSU PERFORMANCE CONDITIONS CERTIFIED
| Performance Indicator | Target | Achieved | PSUs Earned | | TSR relative rank versus 2022 performance peer group | Third Quartile | Second Quartile | 50% |
2023 AND 2024 PSU PERFORMANCE STATUS
2023 AND 2024 PSU PERFORMANCE STATUS The number of PSUs earned under the grants made on March 1, 2023 (the “2023 PSUs”) and March 1, 2024 (the “2024 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 28, 2024, were: Achievement below the 25th percentile results in no earned PSUs. The percent of PSUs earned for achievement above the 80th percentile is capped at 150%. 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:
2023 AND 2024 PSU PERFORMANCE STATUS
| ● | 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). | | ● | 2024 and future awards: We plan to only include Kellanova. |
TIMING OF EQUITY AWARDS
TIMING OF EQUITY AWARDS The Company has a practice of granting annual equity awards to eligible employees, including NEOs, which may include PSUs, stock options and time-based RSUs, typically in the first quarter of each year. Interim equity grants, such as grants made to new hires, are generally made at the time of the next annual grant, although these practices may in the future be varied. During 2024, the Compensation Committee did not consider material nonpublic information when determining the timing or terms of equity awards for the NEOs, and the Company did not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. The Compensation Committee did not grant stock options to any NEO in 2024.
TIMING OF EQUITY AWARDS
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TIMING OF EQUITY 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 |
ADDITIONAL 2025 PROGRAM CHANGES
| ● | Updated Company financial multiplier weighting to increase focus on the role capital allocation plays in our long-term strategy. | ► | Modified weighted average of three financial metrics: PBP Adjusted Operating Income (50%), PBP Organic Net Sales (30%), and PBP Free Cash Flow Conversion (20%). | | ● | Evolved PBP formula to better balance and recognize company performance, entity performance, and individual performance. | ► | PBP formula updated to a scorecard methodology to better reflect actual achievement. The scorecard will keep the same elements and ambitious targets of current MBO. | | ● | Updated Bonus Investment Plan vesting schedule to better align with market practice. | ► | The Matching RSUs will vest 50% on the second anniversary and the remaining 50% will vest on the third anniversary of the grant. |
OFFICER 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 |
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; | | ● | 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.
IMPACT OF TAX AND ACCOUNTING POLICIES
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HUMAN CAPITAL AND COMPENSATION COMMITTEE
| 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 ($) | All Other Compensation(6) ($) | Total Compensation ($) | | Carlos Abrams-Rivera Chief Executive Officer | 2024 | 1,100,000 | — | 6,533,365 | — | 1,340,495 | — | 25,524 | 8,999,384 | | | 2023 | 800,000 | — | 5,155,982 | — | 2,257,373 | — | 488,026 | 8,701,381 | | | 2022 | 800,000 | — | 6,545,766 | 33,422 | 1,530,952 | — | 677,209 | 9,587,349 | | Andre Maciel EVP and Global Chief Financial Officer | 2024 | 725,000 | — | 4,246,487 | — | 602,783 | — | 87,281 | 5,661,551 | | | 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 | | Marcos Eloi Lima EVP and Global Chief Procurement and Sustainability Officer | 2024 | 585,000 | — | 2,143,469 | — | 377,295 | — | 24,943 | 3,130,707 | | Pedro Navio EVP and President, North America | 2024 | 647,596 | 80,000(4) | 3,543,036 | — | 335,064 | — | 364,983 | 4,970,679 | | Cory Onell EVP and Chief Omnichannel Sales and Asian Emerging Markets Officer | 2024 | 573,881 | — | 2,155,686 | — | 227,424 | — | 24,930 | 2,981,921 | | Rashida La Lande(5) Former EVP and Chief Legal and Corporate Affairs Officer | 2024 | 430,769 | — | 2,597,732 | — | 290,999 | — | 43,720 | 3,363,220 | | | 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 |
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 2024 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—2024 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 Note 10, Employees’ Stock Incentive Plans, under Item 8, Notes to Consolidated Financial Statements in our 2024 Annual Report. For 2024, 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. Abrams-Rivera is $4,898,519; for Mr. Maciel is $3,184,055; for Mr. Lima is $1,470,683; for Mr. Navio is $2,884,683; for Mr. Onell is $1,589,340; for Ms. La Lande is $2,569,052. | | (3) The 2024 amounts shown in this column reflect compensation earned for 2024 performance under our PBP. The bonuses were paid to each NEO in the first quarter of 2025 in cash or shares of stock pursuant to our Bonus Investment Plan. | | (4) In connection with Mr. Navio’s elevation to Business Unit President, U.S. Zone in January 2022, he received a bonus to be paid in three installments. The amount shown in this column reflects the final payment. | | (5) Ms. La Lande stepped down as EVP and Chief Legal and Corporate Affairs Officer effective August 2, 2024. The amounts reported reflect earned compensation. |
SUMMARY COMPENSATION TABLE
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SUMMARY COMPENSATION TABLE
| Company Overview | Voting Roadmap | Stockholder Engagement | Our Board | Governance | Director Compensation | Beneficial Ownership | Executive Compensation | Audit Matters | Stockholder Proposals | Other Information | Appendix A. Non-GAAP |
SUMMARY COMPENSATION TABLE
| (6) The following table sets forth a detailed breakdown of the items that comprise “All Other Compensation” for 2024: |
SUMMARY COMPENSATION TABLE
| Name | Matching Contribution to Kraft Heinz 401(k) ($) | Insurance Coverage(a) ($) | Accrued Vacation Payout(b) ($) | Commuting Expenses ($) | Tax Support and Payments ($) | Total ($) | | Mr. Abrams-Rivera | 24,150 | 1,374 | — | — | — | 25,524 | | Mr. Maciel | 24,150 | 983 | — | — | 62,148 | 87,281 | | Mr. Lima | 24,150 | 793 | — | — | — | 24,943 | | Mr. Navio | 11,254 | 881 | — | — | 352,848 | 364,983 | | Mr. Onell | 24,150 | 780 | — | — | — | 24,930 | | Ms. La Lande | 13,654 | 897 | 13,462 | 15,707 | — | 43,720 |
SUMMARY COMPENSATION TABLE
| (a) Reflects basic life and accidental death and dismemberment insurance coverages. | | (b) Reflects the payout of accrued, unused vacation time. Per Company policy, any U.S. employee separating from the Company in good standing receives a payout of accrued, unused vacation time. |
SUMMARY COMPENSATION TABLE
| 76 | 2025 Proxy Statement |
SUMMARY COMPENSATION TABLE
| Company Overview | Voting Roadmap | Stockholder Engagement | Our Board | Governance | Director Compensation | Beneficial Ownership | Executive Compensation | Audit Matters | Stockholder Proposals | Other Information | Appendix A. Non-GAAP |
GRANTS OF PLAN-BASED AWARDS
GRANTS OF PLAN-BASED AWARDS The following table sets forth information regarding the grant of plan-based awards for each of the NEOs in our 2024 fiscal year.
GRANTS OF PLAN-BASED AWARDS
| | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise Price of Option Awards ($/Share) | Grant Date Fair Value of Stock and Option Awards ($) | | Name | Grant Date | Grant Type | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Mr. Abrams Rivera | | PBP(1) | 165,000 | 3,300,000 | 3,960,000 | | | | | | | | | | 3/01/2024 | Matching RSUs | | | | | | | 44,980 | | | 1,580,147 | | | 3/01/2024 | PSUs(2) | | | | 28,021 | 112,084 | 168,126 | | | | 3,265,678 | | | 3/01/2024 | RSUs | | | | | | | 48,037 | | | 1,687,540 | | Mr. Maciel | | PBP(1) | 72,500 | 1,450,000 | 1,740,000 | | | | | | | | | | 3/01/2024 | Matching RSUs | | | | | | | 29,230 | | | 1,026,850 | | | 3/01/2024 | PSUs(2) | | | | 18,214 | 72,855 | 109,283 | | | | 2,122,703 | | | 3/01/2024 | RSUs | | | | | | | 31,225 | | | 1,096,934 | | Mr. Lima | | PBP(1) | 43,875 | 877,500 | 1,053,000 | | | | | | | | | | 3/01/2024 | Matching RSUs | | | | | | | 18,684 | | | 656,369 | | | 3/01/2024 | PSUs(2) | | | | 8,413 | 33,651 | 50,477 | | | | 980,456 | | | 3/01/2024 | RSUs | | | | | | | 14,422 | | | 506,645 | | Mr. Navio | | PBP(1) | 56,875 | 1,137,500 | 1,365,000 | | | | | | | | | | 3/01/2024 | Matching RSUs | | | | | | | 17,823 | | | 626,122 | | | 3/01/2024 | PSUs(2) | | | | 16,501 | 66,005 | 99,008 | | | | 1,923,122 | | | 3/01/2024 | RSUs | | | | | | | 28,289 | | | 993,793 | | Mr. Onell | | PBP(1) | 43,125 | 862,500 | 1,035,000 | | | | | | | | | | 3/01/2024 | Matching RSUs | | | | | | | 15,616 | | | 548,590 | | | 3/01/2024 | PSUs(2) | | | | 9,092 | 36,366 | 54,549 | | | | 1,059,560 | | | 3/01/2024 | RSUs | | | | | | | 15,586 | | | 547,536 | | Ms. La Lande | | PBP(1) | 45,000 | 900,000 | 1,080,000 | | | | | | | | | | 3/01/2024 | PSUs(2) | | | | 14,696 | 58,783 | 88,175 | | | | 1,712,701 | | | 3/01/2024 | RSUs | | | | | | | 25,193 | | | 885,030 |
GRANTS OF PLAN-BASED AWARDS
| (1) Payments are based on achievement of individual and financial performance goals. The financial multiplier was calculated based upon PBP Adjusted Operating Income, PBP Organic Net Sales, and PBP Free Cash Flow Conversion for 2024 PBP awards, 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 100%. Annual incentive award payments were made in cash to each NEO after the end of 2024 based on actual results achieved. Actual amounts earned are reflected in the Summary Compensation Table. | | (2) Granted under the 2020 Omnibus Incentive Plan. The performance metric was approved by the Compensation Committee on February 4, 2024. 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 26, 2026. 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 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. Dividends are not earned on the PSUs. |
GRANTS OF PLAN-BASED AWARDS
| 2025 Proxy Statement | 77 |
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 2024 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. Abrams-Rivera | 3/1/2024 | Matching RSUs | | | | | 47,160(2) | 1,446,869 | | | | | 3/1/2024 | PSUs | | | | | | | 112,084(3) | 3,438,737 | | | 3/1/2024 | RSUs | | | | | 50,365(4) | 1,545,198 | | | | | 3/1/2023 | Matching RSUs | | | | | 30,579(2) | 938,164 | | | | | 3/1/2023 | PSUs | | | | | | | 82,033(5) | 2,516,772 | | | 3/1/2023 | RSUs | | | | | 38,521(6) | 1,181,824 | | | | | 3/1/2022 | Matching RSUs | | | | | 27,139(2) | 832,625 | | | | | 3/1/2022 | PSUs (annual) | | | | | | | 10,342(7) | 317,293 | | | 3/1/2022 | PSUs (merit/ retention) | | | | | | | 62,048(8) | 1,903,633 | | | 3/1/2022 | RSUs (annual) | | | | | 11,817(9) | 362,546 | | | | | 3/1/2022 | RSUs (merit/ retention) | | | | | 47,268(10) | 1,450,182 | | | | | 3/1/2022 | Stock Options | | 5,171(11) | 38.68 | 3/1/2032 | | | | | | | 3/1/2021 | PSUs (annual) | | | | | | | 10,111(12) | 310,205 | | | 3/1/2021 | RSUs (annual) | | | | | 8,118(13) | 249,060 | | | | | 3/1/2021 | Stock Options | 5,393 | | 37.09 | 3/1/2031 | | | | | | | 6/1/2020 | Stock Options | 82,183 | | 30.42 | 6/1/2030 | | | | | | Mr. Maciel | 3/1/2024 | Matching RSUs | | | | | 30,646(2) | 940,219 | | | | | 3/1/2024 | PSUs | | | | | | | 72,855(3) | 2,235,191 | | | 3/1/2024 | RSUs | | | | | 32,737(4) | 1,004,371 | | | | | 3/1/2023 | Matching RSUs | | | | | 18,411(2) | 564,849 | | | | | 3/1/2023 | PSUs | | | | | | | 62,094(5) | 1,905,044 | | | 3/1/2023 | RSUs | | | | | 29,159(6) | 894,598 | | | | | 3/1/2022 | Matching RSUs | | | | | 15,129(2) | 464,158 | | | | | 3/1/2022 | PSUs (annual) | | | | | | | 5,171(7) | 158,646 | | | 3/1/2022 | PSUs (merit/ retention) | | | | | | | 31,024(8) | 951,816 | | | 3/1/2022 | RSUs (annual) | | | | | 5,908(9) | 181,257 | | | | | 3/1/2022 | RSUs (merit/ retention) | | | | | 23,634(10) | 725,091 | | | | | 3/1/2022 | Stock Options (annual) | | 2,586(11) | $38.68 | 3/1/2032 | | | | | | | 3/1/2021 | PSUs (merit/ retention) | | | | | | | 4,044(12) | 124,070 | | | 3/1/2021 | RSUs (merit/ retention) | | | | | 3,250(13) | 99,710 | | | | | 3/1/2021 | Stock Options (annual) | 2,562 | | $37.09 | 3/1/2031 | | | | | | | 8/16/2019 | Stock Options | 39,355 | | $25.41 | 8/16/2029 | | | | | | | 3/1/2016 | Stock Options | 19,315 | | $77.66 | 3/1/2026 | | | | | | | 8/20/2015 | Stock Options | 26,937 | | $74.25 | 8/20/2025 | | | | |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END
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OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END
| Company Overview | Voting Roadmap | Stockholder Engagement | Our Board | Governance | Director Compensation | Beneficial Ownership | Executive Compensation | Audit Matters | Stockholder Proposals | Other Information | Appendix A. Non-GAAP |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END
| | | | Option Awards | | | | Stock Awards | | | | | Name | Grant Date | Grant Type | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | 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. Lima | 3/1/2024 | Matching RSUs | | | | | 19,589(2) | 600,991 | | | | | 3/1/2024 | PSUs | | | | | | | 33,651(3) | 1,032,413 | | | 3/1/2024 | RSUs | | | | | 15,121(4) | 463,912 | | | | | 3/1/2023 | Matching RSUs | | | | | 14,479(2) | 444,216 | | | | | 3/1/2023 | PSUs | | | | | | | 26,229(5) | 804,706 | | | 3/1/2023 | RSUs | | | | | 12,317(6) | 377,886 | | | | | 3/1/2022 | Matching RSUs | | | | | 10,054(2) | 308,457 | | | | | 3/1/2022 | PSUs (annual) | | | | | | | 4,538(7) | 139,226 | | | 3/1/2022 | PSUs (merit/ retention) | | | | | | | 15,512(8) | 475,908 | | | 3/1/2022 | RSUs (annual) | | | | | 5,185(9) | 159,076 | | | | | 3/1/2022 | RSUs (merit/ retention) | | | | | 11,817(10) | 362,546 | | | | | 3/1/2022 | Stock Options (annual) | | 2,269(11) | 38.68 | 3/1/2032 | | | | | | | 3/1/2021 | PSUs (merit/ retention) | | | | | | | 6,066(12) | 186,105 | | | 3/1/2021 | RSUs (merit/ retention) | | | | | 4,871(13) | 149,442 | | | | | 3/1/2021 | Options (annual) | 2,144 | | 37.09 | 3/1/2031 | | | | | | | 8/16/2019 | Stock Options | 39,355 | | 25.41 | 8/16/2029 | | | | | | Mr. Navio | 3/1/2024 | Matching RSUs | | | | | 18,686(2) | 573,286 | | | | | 3/1/2024 | PSUs | | | | | | | 66,005(3) | 2,025,033 | | | 3/1/2024 | RSUs | | | | | 29,660(4) | 909,969 | | | | | 3/1/2023 | Matching RSUs | | | | | 11,192(2) | 343,371 | | | | | 3/1/2023 | PSUs | | | | | | | 34,180(5) | 1,048,642 | | | 3/1/2023 | RSUs | | | | | 16,052(6) | 492,475 | | | | | 3/1/2022 | PSUs (annual) | | | | | | | 3,878(7) | 118,977 | | | 3/1/2022 | PSUs (merit/ retention) | | | | | | | 23,268(8) | 713,862 | | | 3/1/2022 | RSUs (annual) | | | | | 4,431(9) | 135,943 | | | | | 3/1/2022 | RSUs (merit/ retention) | | | | | 17,724(10) | 543,772 | | | | | 3/1/2022 | Stock Options (annual) | | 1,939(11) | 38.68 | 3/1/2032 | | | | | | | 3/1/2022 | Stock Options (merit/ retention) | | 64,633(11) | 38.68 | 3/1/2032 | | | | | | | 3/1/2021 | PSUs (merit/ retention) | | | | | | | 3,033(12) | 93,052 | | | 3/1/2021 | RSUs (merit/ retention) | | | | | 2,435(13) | 74,706 | | | | | 3/1/2021 | Stock Options (annual) | 977 | | 37.09 | 3/1/2031 | | | | | | | 3/1/2018 | Stock Options | 52,325 | | 66.89 | 3/1/2028 | | | | |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END
| 2025 Proxy Statement | 79 |
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. Onell | 3/1/2024 | Matching RSUs | | | | | 16,373(2) | 502,324 | | | | | 3/1/2024 | PSUs | | | | | | | 36,366(3) | 1,115,709 | | | 3/1/2024 | RSUs | | | | | 16,341(4) | 501,342 | | | | | 3/1/2023 | Matching RSUs | | | | | 11,110(2) | 340,855 | | | | | 3/1/2023 | PSUs | | | | | | | 33,948(5) | 1,041,525 | | | 3/1/2023 | RSUs | | | | | 15,944(6) | 489,162 | | | | | 3/1/2022 | Matching RSUs | | | | | 13,199(2) | 404,945 | | | | | 3/1/2022 | PSUs (annual) | | | | | | | 3,568(7) | 109,466 | | | 3/1/2022 | PSUs (merit/ retention) | | | | | | | 23,268(8) | 713,862 | | | 3/1/2022 | RSUs (annual) | | | | | 4,075(9) | 125,021 | | | | | 3/1/2022 | RSUs (merit/ retention) | | | | | 17,724(10) | 543,772 | | | | | 3/1/2022 | Stock Options (annual) | | 1,784(11) | 38.68 | 3/1/2032 | | | | | | | 3/1/2021 | PSUs (merit/ retention) | | | | | | | 4,044(12) | 124,070 | | | 3/1/2021 | RSUs (merit/ retention) | | | | | 3,250(13) | 99,710 | | | | | 3/1/2021 | RSUs (merit/ retention) | | | | | 8,059(13) | 247,250 | | | | | 3/1/2021 | Stock Options (annual) | 1,719 | | 37.09 | 3/1/2031 | | | | | | Ms. La Lande(14) | ― | ― | ― | ― | ― | ― | ― | ― | ― | ― |
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 $30.68 for Kraft Heinz common stock on December 27, 2024, 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, 2025 for awards granted on March 1, 2022; March 1, 2026 for awards granted on March 1, 2023; and March 1, 2027 for awards granted on March 1, 2024. | | (3) These awards are scheduled to vest 75% on March 1, 2027 and 25% on March 1, 2028 based upon achievement of performance conditions for the 2024 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, 2027 and 25% on March 1, 2028. | | (5) 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. | | (6) 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. | | (7) 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. | | (8) 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. | | (9) 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. | | (10) 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. | | (11) These awards are scheduled to vest 100% on March 1, 2025. | | (12) 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 1, 2025. | | (13) 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 1, 2025. | | (14) Ms. La Lande stepped down from the Company effective August 2, 2024 and received prorated matching restricted stock units (“RSUs”) from participating in the Company’s Bonus Investment Plan granted on March 1, 2022 and March 1 2023, and dividend equivalent units accrued on such RSUs, which would otherwise vest three years after grant. All other outstanding awards forfeited on the date of separation. |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END
| 80 | 2025 Proxy Statement |
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 2024 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 ($) | | Mr. Abrams-Rivera | ― | ― | 227,561 | 7,994,218 | | Mr. Maciel | ― | ― | 69,140 | 2,433,193 | | Mr. Lima | ― | ― | 83,976 | 2,955,457 | | Mr. Navio | ― | ― | 33,817 | 1,191,273 | | Mr. Onell | ― | ― | 70,371 | 2,472,133 | | Ms. La Lande | ― | ― | 74,142 | 2,627,456 |
OPTION EXERCISES AND STOCK VESTED
| (1) The following table provides details of the stock awards that vested and value realized: |
OPTION EXERCISES AND STOCK VESTED
| Name | Grant Date | Vesting Date | Number of Shares | Stock Price on Vesting Date ($)(2) | Value Realized on Vesting ($) | Description | | Mr. Abrams-Rivera | 3/2/2020 | 3/2/2024 | 47,948 | 35.13 | 1,684,413 | Shares underlying an award of PSUs, the remaining 25% vested | | | 3/1/2020 | 3/1/2024 | 56,893 | 35.13 | 1,998,651 | Shares underlying an award of RSUs, including DEUs accrued, the remaining 25% vested | | | 3/1/2021 | 3/1/2024 | 10,785 | 35.13 | 378,877 | Shares underlying an award of PSUs, 100% of which vested | | | 3/1/2021 | 3/1/2024 | 30,332 | 35.13 | 1,065,563 | Shares underlying an award of PSUs, of which 75% vested | | | 3/1/2021 | 3/1/2024 | 12,257 | 35.13 | 430,588 | Shares underlying an award of RSUs, including DEUs accrued, 100% of which vested | | | 3/1/2021 | 3/1/2024 | 46,449 | 35.13 | 1,631,753 | Shares underlying an award of RSUs, including DEUs accrued, 100% of which vested | | | 3/1/2021 | 3/1/2024 | 22,897 | 35.13 | 804,372 | Shares underlying an award of RSUs, including DEUs accrued, 75% of which vested | | Mr. Maciel | 6/1/2020 | 6/1/2024 | 8,218 | 35.37 | 290,671 | Shares underlying an award of PSUs, the remaining 25% vested | | | 6/1/2020 | 6/1/2024 | 9,719 | 35.37 | 343,761 | Shares underlying an award of RSUs, including DEUs accrued, the remaining 25% vested | | | 3/1/2021 | 3/1/2024 | 5,123 | 35.13 | 179,971 | Shares underlying an award of PSUs, 100% of which vested | | | 3/1/2021 | 3/1/2024 | 12,133 | 35.13 | 426,232 | Shares underlying an award of PSUs, of which 75% vested | | | 3/1/2021 | 3/1/2024 | 5,822 | 35.13 | 204,527 | Shares underlying an award of RSUs, including DEUs accrued, 100% of which vested | | | 3/1/2021 | 3/1/2024 | 18,967 | 35.13 | 666,311 | Shares underlying an award of RSUs, including DEUs accrued, 100% of which vested | | | 3/1/2021 | 3/1/2024 | 9,158 | 35.13 | 321,721 | Shares underlying an award of RSUs, including DEUs accrued, 75% of which vested | | Mr. Lima | 6/1/2020 | 6/1/2024 | 10,273 | 35.37 | 363,356 | Shares underlying an award of PSUs, the remaining 25% vested | | | 6/1/2020 | 6/1/2024 | 12,146 | 35.37 | 429,604 | Shares underlying an award of RSUs, including DEUs accrued, the remaining 25% vested | | | 3/1/2021 | 3/1/2024 | 4,287 | 35.13 | 150,602 | Shares underlying an award of PSUs, 100% of which vested | | | 3/1/2021 | 3/1/2024 | 18,200 | 35.13 | 639,366 | Shares underlying an award of PSUs, of which 75% vested | | | 3/1/2021 | 3/1/2024 | 4,871 | 35.13 | 171,118 | Shares underlying an award of RSUs, including DEUs accrued, 75% of which vested | | | 3/1/2021 | 3/1/2024 | 20,461 | 35.13 | 718,795 | Shares underlying an award of RSUs, including DEUs accrued, 100% of which vested | | | 3/1/2021 | 3/1/2024 | 13,738 | 35.13 | 482,616 | Shares underlying an award of RSUs, including DEUs accrued, 75% of which vested | | Mr. Navio | 6/1/2020 | 6/1/2024 | 4,931 | 35.37 | 174,409 | Shares underlying an award of PSUs, the remaining 25% vested | | | 6/1/2020 | 6/1/2024 | 8,744 | 35.37 | 309,275 | Shares underlying an award of RSUs, including DEUs accrued, the remaining 25% vested | | | 3/1/2021 | 3/1/2024 | 1,953 | 35.13 | 68,609 | Shares underlying an award of PSUs, 100% of which vested | | | 3/1/2021 | 3/1/2024 | 9,100 | 35.13 | 319,683 | Shares underlying an award of PSUs, of which 75% vested | | | 3/1/2021 | 3/1/2024 | 2,220 | 35.13 | 77,989 | Shares underlying an award of RSUs, including DEUs accrued, 100% of which vested | | | 3/1/2021 | 3/1/2024 | 6,869 | 35.13 | 241,308 | Shares underlying an award of RSUs, including DEUs accrued, 75% of which vested | | Mr. Onell | 3/1/2021 | 3/1/2024 | 26,962 | 35.13 | 947,175 | Shares underlying an award of PSUs, 100% of which vested | | | 3/1/2021 | 3/1/2024 | 3,438 | 35.13 | 120,777 | Shares underlying an award of PSUs, 100% of which vested | | | 3/1/2021 | 3/1/2024 | 12,133 | 35.13 | 426,232 | Shares underlying an award of PSUs, of which 75% vested | | | 3/1/2021 | 3/1/2024 | 3,907 | 35.13 | 137,253 | Shares underlying an award of RSUs, including DEUs accrued, 100% of which vested | | | 3/1/2021 | 3/1/2024 | 7,081 | 35.13 | 248,756 | Shares underlying an award of RSUs, including DEUs accrued, 100% of which vested | | | 3/1/2021 | 3/1/2024 | 7,692 | 35.13 | 270,220 | Shares underlying an award of RSUs, including DEUs accrued, 25% of which vested | | | 3/1/2021 | 3/1/2024 | 9,158 | 35.13 | 321,721 | Shares underlying an award of RSUs, including DEUs accrued, 25% of which vested |
OPTION EXERCISES AND STOCK VESTED
| 2025 Proxy Statement | 81 |
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 |
OPTION EXERCISES AND STOCK VESTED
| Name | Grant Date | Vesting Date | Number of Shares | Stock Price on Vesting Date ($)(2) | Value Realized on Vesting ($) | Description | | Ms. La Lande | 6/1/2020 | 6/1/2024 | 8,218 | 35.37 | 290,671 | Shares underlying an award of PSUs, the remaining 25% vested | | | 6/1/2020 | 6/1/2024 | 9,719 | 35.37 | 343,761 | Shares underlying an award of RSUs, including DEUs accrued, the remaining 25% vested | | | 3/1/2021 | 3/1/2024 | 7,010 | 35.13 | 246,261 | Shares underlying an award of PSUs, 100% of which vested | | | 3/1/2021 | 3/1/2024 | 12,133 | 35.13 | 426,232 | Shares underlying an award of PSUs, of which 75% vested | | | 3/1/2021 | 3/1/2024 | 7,966 | 35.13 | 279,846 | Shares underlying an award of RSUs, including DEUs accrued, 100% of which vested | | | 3/1/2021 | 3/1/2024 | 9,158 | 35.13 | 321,721 | Shares underlying an award of RSUs, including DEUs accrued, 75% of which vested | | | 3/1/2022 | 8/2/2024 | 14,021 | 36.06 | 505,597 | Shares underlying an award of RSUs, including DEUs accrued, 66% of which vested | | | 3/1/2023 | 8/2/2024 | 5,917 | 36.06 | 213,367 | Shares underlying an award of RSUs, including DEUs accrued, 33% of which vested |
OPTION EXERCISES AND STOCK VESTED
| (2) Represents the closing price of Kraft Heinz common stock on the applicable vesting date. |
PENSION BENEFITS
PENSION BENEFITS None of our NEOs participate in any defined benefit pension arrangements.
NONQUALIFIED DEFERRED COMPENSATION
NONQUALIFIED DEFERRED COMPENSATION None of our NEOs participate in any nonqualified deferred compensation arrangements.
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL The table, footnotes, and narratives below reflect the assumption that a hypothetical termination of employment and/or change in control occurred on the last business day of our 2024 fiscal year.
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
| Name | Element | Involuntary Termination without Cause(1) ($) | Termination upon Change in Control(2) ($) | Termination due to Death or Disability(3) ($) | Termination due to Retirement(4) ($) | | Mr. Abrams-Rivera | Salary | 2,200,000 | 2,200,000 | — | — | | | Bonus | — | 6,600,000 | 1,340,495 | 1,340,495 | | | Intrinsic Value of Accelerated Equity | 3,401,601 | 3,401,601 | 16,651,754 | 8,770,768 | | | Health and Wellness Benefits(5) | 42,882 | 42,882 | — | — | | | Outplacement Assistance | 4,000 | 4,000 | — | — | | | TOTAL | 5,648,483 | 12,248,483 | 17,992,249 | 10,111,263 | | Mr. Maciel | Salary | 1,087,500 | 1,087,500 | — | — | | | Bonus | — | 2,175,000 | 602,783 | 602,783 | | | Intrinsic Value of Accelerated Equity | 1,840,382 | 1,840,382 | 10,328,361 | 5,423,488 | | | Health and Wellness Benefits(5) | 32,161 | 32,161 | — | — | | | Outplacement Assistance | 4,000 | 4,000 | — | — | | | TOTAL | 2,964,043 | 5,139,043 | 10,931,144 | 6,026,271 | | Mr. Lima | Salary | 877,500 | 877,500 | — | — | | | Bonus | — | 1,316,250 | 377,295 | 377,295 | | | Intrinsic Value of Accelerated Equity | 1,113,458 | 1,113,458 | 5,574,495 | 3,114,634 | | | Health and Wellness Benefits(5) | 32,161 | 32,161 | — | — | | | Outplacement Assistance | 4,000 | 4,000 | — | — | | | TOTAL | 2,027,119 | 3,343,369 | 5,951,790 | 3,491,929 |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
| 82 | 2025 Proxy Statement |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
| Company Overview | Voting Roadmap | Stockholder Engagement | Our Board | Governance | Director Compensation | Beneficial Ownership | Executive Compensation | Audit Matters | Stockholder Proposals | Other Information | Appendix A. Non-GAAP |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
| Name | Element | Involuntary Termination without Cause(1) ($) | Termination upon Change in Control(2) ($) | Termination due to Death or Disability(3) ($) | Termination due to Retirement(4) ($) | | Mr. Navio | Salary | 971,394 | 971,394 | — | — | | | Bonus | — | 1,706,250 | 335,064 | 335,064 | | | Intrinsic Value of Accelerated Equity | 2,404,472 | 2,404,472 | 9,115,519 | 5,063,458 | | | Health and Wellness Benefits(5) | 32,161 | 32,161 | — | — | | | Outplacement Assistance | 4,000 | 4,000 | — | — | | | TOTAL | 3,412,027 | 5,118,277 | 9,450,583 | 5,398,522 | | Mr. Onell | Salary | 860,822 | 860,822 | — | — | | | Bonus | — | 1,293,750 | 227,424 | 227,424 | | | Intrinsic Value of Accelerated Equity | 1,328,681 | 1,328,681 | 6,413,746 | 3,750,599 | | | Health and Wellness Benefits(5) | 32,161 | 32,161 | — | — | | | Outplacement Assistance | 4,000 | 4,000 | — | — | | | TOTAL | 2,225,664 | 3,519,414 | 6,641,170 | 3,978,023 | | Ms. La Lande(6) | | — | — | — | — |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
| (1) As of the last day of our 2024 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. | | | ‒ | 2022 RSUs (including Matching RSUs) vest 66.66%; 2022 PSUs vest 66.66%; 2022 merit PSUs vest 50%; 2022 merit RSUs vest 50%; 2023 Matching RSUs vest 33.33%; 2023 RSUs vest 25%; 2022 stock options vest 66.66%; and | | ‒ | 2021 merit RSUs, 2021 merit PSUs, 2022 PSUs and merit PSUs, 2023 PSUs and merit PSUs, 2024 RSUs (including Matching RSUs), and 2024 PSUs are forfeited. | | Amounts reflect the intrinsic value of shares underlying options that would vest, calculated as the difference between $30.68, the closing price of Kraft Heinz common stock on December 27, 2024 (the last trading day of our fiscal year), and the exercise price of the options. | | | (2) As of the last day of our 2024 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 two 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. | | | ‒ | 2022 RSUs (including Matching RSUs) vest 66.66%; 2022 PSUs vest 66.66%; 2022 merit PSUs vest 50%; 2022 merit RSUs vest 50%; 2023 Matching RSUs vest 33.33%; 2023 RSUs vest 25%; 2022 stock options vest 66.66%; and | | ‒ | 2021 merit RSUs, 2021 merit PSUs, 2022 PSUs and merit PSUs, 2023 PSUs and merit PSUs, 2024 RSUs (including Matching RSUs), and 2024 PSUs are forfeited. | | Amounts reflect the intrinsic value of shares underlying options that would vest, calculated as the difference between $30.68, the closing price of Kraft Heinz common stock on December 27, 2024 (the last trading day of our fiscal year), and the exercise price of the options. | | | (3) As of the last day of our 2024 fiscal year, in the event of a death or disability: | | | ‒ | 2022, 2023, 2024 RSUs (including Matching RSUs); 2021, 2022 merit RSUs; and 2021, 2022 merit PSUs; 2022, 2023, 2024 PSUS; and 2022 stock options fully vest. | | Amounts reflect the intrinsic value of shares underlying options that would vest, calculated as the difference between $30.68, the closing price of Kraft Heinz common stock on December 27, 2024 (the last trading day of our fiscal year), and the exercise price of the options. | | | (4) As of the last day of our 2024 fiscal year, in the event of a termination due to retirement: | | | ‒ | 2022, 2023 RSUs (including Matching RSUs); 2023 merit RSUs; and 2021, 2022 merit PSUs; 2022, 2023 PSUS; and 2022 stock options fully vest; and | | ‒ | 2022 merit RSUs; 2024 PSUs; and 2024 RSUs (including Matching RSUs) are forfeited. | | Amounts reflect the intrinsic value of shares underlying options that would vest, calculated as the difference between $30.68, the closing price of Kraft Heinz common stock on December 27, 2024 (the last trading day of our fiscal year), and the exercise price of the options. | | | (5) Amount reflects 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 August 5, 2024, Ms. La Lande stepped down as EVP and Chief Legal and Corporate Affairs Officer effective August 2, 2024. In 2024, she received a base salary of $430,769, health and welfare benefits of $14,530, accrued vacation payout of $13,462, and in recognition of her actual performance for 2024 and in consideration for her remaining as an advisor and agreeing to restrictive covenants pursuant to a separation agreement, Ms. La Lande received a pro-rata payment of her annual bonus in the amount of $290,999 under the Company’s Performance Bonus Plan. In addition, matching restricted stock units (“RSUs”) that Ms. La Lande received from participating in the Company’s Bonus Investment Plan and dividend equivalent units accrued on such RSUs, which would otherwise vest three years after grant, vested pro rata at 33% for her 2023 grant and 66% for her 2022 grant in the amount of $718,964. | |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
| 2025 Proxy Statement | 83 |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
| Company Overview | Voting Roadmap | Stockholder Engagement | Our Board | Governance | Director Compensation | Beneficial Ownership | Executive Compensation | Audit Matters | Stockholder Proposals | Other Information | Appendix A. Non-GAAP |
EQUITY AWARDS
| Company Overview | Voting Roadmap | Stockholder Engagement | Our Board | Governance | Director Compensation | Beneficial Ownership | Executive Compensation | Audit Matters | Stockholder Proposals | Other Information | Appendix A. Non-GAAP |
PAY RATIO DISCLOSURE
PAY RATIO DISCLOSURE In accordance with SEC rules, we disclose the annual total compensation of Mr. Abrams-Rivera, our CEO for our 2024 fiscal year, and our median employee, as well as the ratio of the annual total compensation of Mr. Abrams-Rivera relative to the annual total compensation of our median employee. For our 2024 fiscal year:
PAY RATIO DISCLOSURE
| | Annual Total Compensation ($) | Pay Ratio Estimate | | CEO | 8,999,384 | 140:1 | | Our median employee | 64,383 | |
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
| | Summary | | Average SCT | | Value of Initial Fixed $100 Investment Based On: | | | | | Year | Compensation Table (SCT) Total for CEO(1) ($) | Compensation Actually Paid (CAP) to CEO(2) ($) | Total for Non-CEO NEOs(3) ($) | Average CAP to Non-CEO NEOs(4) ($) | Total Shareholder Return (TSR)(5) ($) | Peer Group TSR(6) ($) | Net Income(7) ($ in millions) | Adjusted Operating Income(8) ($ in millions) | | 2024 | 8,999,384 | 4,758,413 | 4,021,616 | 3,099,815 | 122.27 | $125.01 | 2,746 | 5,360 | | 2023 | 11,359,250 | 8,155,888 | 6,765,828 | 5,379,052 | 140.65 | $126.06 | 2,846 | 5,297 | | 2022 | 7,098,246 | 11,036,341 | 5,609,580 | 9,451,924 | 148.13 | $132.48 | 2,368 | 4,989 | | 2021 | 8,605,599 | 6,901,200 | 6,259,577 | 7,248,556 | 123.00 | $119.88 | 1,024 | 5,268 | | 2020 | 6,140,131 | 13,126,331 | 9,160,325 | 15,041,961 | 117.05 | $105.53 | 361 | 5,558 |
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. | | (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
RECONCILIATION OF SCT TOTAL FOR CEO TO CAP TO CEO:
PAY VERSUS PERFORMANCE TABLE
| CAP to CEO | 2024 | 2023 | 2022 | 2021 | 2020 | | Summary Compensation Table (SCT) Total(i) | 8,999,384 | 11,359,250 | 7,098,246 | 8,605,599 | 6,140,131 | | (Less), value of Stock Awards and Option Awards reported in SCT(ii) | 6,533,365 | 6,264,792 | 2,875,162 | 3,743,976 | 360,783 | | Plus, year-end fair value of outstanding and unvested equity awards granted in the year(iii) | 5,388,537 | 6,295,041 | 3,026,056 | 3,558,241 | 484,088 | | Plus, fair value as of vesting date of equity awards granted and vested in the year(iv) | — | — | — | — | — | | Plus (less), year over year change in fair value of outstanding and unvested equity awards granted in prior years(iii) | (3,116,715) | (730,077) | 2,843,969 | (4,612,721) | 6,862,895 | | Plus (less), change in fair value from the prior year-end through the vesting date of equity awards granted in prior years that vested in the year(iii) | (384,603) | (2,503,534) | 1,654,310 | 3,094,057 | — | | Less, prior year-end fair value for any equity awards forfeited in the year(iii) | — | — | (711,078) | — | — | | CAP to CEO(a)(b)(c) | 4,758,413 | 8,155,888 | 11,036,341 | 6,901,200 | 13,126,331 |
PAY VERSUS PERFORMANCE TABLE
| (i) In 2024 Mr. Abrams-Rivera did not receive a cash bonus other than his PBP payout reflected in Non-Equity Incentive Compensation. In 2020, 2021, 2022 and 2023, Mr. Patricio did not receive a cash bonus other than his PBP payout reflected in Non-Equity Incentive Compensation. |
PAY VERSUS PERFORMANCE TABLE
| (ii) | Deductions include the total grant date fair value of awards as reported in the Summary Compensation Table for each applicable fiscal year. | | (iii) | Additions include the aggregate sum of: increase by fair value of awards granted during the applicable year that remain unvested as of the applicable fiscal year end, determined at the applicable fiscal year end; increase or decrease by change in fair value of outstanding unvested prior year awards that remain unvested at the applicable fiscal year end as compared to the fair value as of the prior fiscal year end; increase or decrease by the change in fair value of prior fiscal awards that vested during the applicable year as of the vesting date as compared to the fair value as of the prior fiscal year end; deduction of fair value of the prior year awards as of the prior fiscal year end that were forfeited during the applicable year; increase by the amount of dividends paid on unvested awards during the applicable year prior to the vesting date; increase by incremental fair value of stock options modified during the applicable year. | | (iv) | In 2020, 2021, 2022, 2023, and 2024 we did not grant any awards that vested in the same year they were granted. | | (v) | In 2019, Mr. Patricio was granted new hire awards of PSUs and RSUs in the aggregate amount of $35 million, conditioned on his investment of $20 million to purchase shares of the Company stock, with a four-year holding requirement. He was not eligible to receive additional equity awards in 2020, 2021, and 2022, other than matching RSUs that may be granted to Mr. Patricio through his participation in our Bonus Investment Plan. | | (vi) | Mr. Patricio was also granted a new hire award of PSUs based on the achievement of certain Company stock price targets. As of fiscal year-end 2022, the target had not been met. | | (vii) | In 2023, Mr. Patricio became eligible to receive equity awards. |
PAY VERSUS PERFORMANCE TABLE
| (3) The dollar amounts reported represent the average of the amounts reported for the Company’s NEOs as a group (excluding our CEO) under Total Compensation column of the Summary Compensation Table in each applicable year. Our non-CEO NEOs included for purposes of calculating the average amounts in each applicable year: |
PAY VERSUS PERFORMANCE TABLE
| – | 2024: Mr. Maciel, Mr. Lima, Mr. Navio, Mr. Onell, and Ms. La Lande; | | – | 2023: Mr. Maciel, Mr. Abrams-Rivera, Ms. La Lande, and Mr. Oliveira; | | – | 2022: Mr. Basilio, Mr. Maciel, Mr. Abrams-Rivera, Ms. La Lande, and Mr. Oliveira; | | – | 2021: Mr. Basilio, Mr. Abrams-Rivera, Ms. La Lande, and Mr. Oliveira; and | | – | 2020: Mr. Basilio, Mr. Abrams-Rivera, Mr. Oliveira, and Flavio Torres. |
PAY VERSUS PERFORMANCE TABLE
| 86 | 2025 Proxy Statement |
PAY VERSUS PERFORMANCE TABLE
| Company Overview | Voting Roadmap | Stockholder Engagement | Our Board | Governance | Director Compensation | Beneficial Ownership | Executive Compensation | Audit Matters | Stockholder Proposals | Other Information | Appendix A. Non-GAAP |
PAY VERSUS PERFORMANCE TABLE
| Mr. Oliveira’s compensation was paid in British pounds (£) and Mr. Torres’ compensation was paid in Brazilian real (R$). The amounts used for the NEO Average SCT Total Compensation for Other NEOs are based on the 12-month average exchange rate for the calendar year as reported in the Summary Compensation Table for the applicable year. For Mr. Oliveira, the applicable exchange rates were $1 to £0.80 for 2023, $1 to £0.85 for 2022, $1 to £0.73 for 2021, and $1 to £0.777 for 2020. For Mr. Torres, the applicable exchange rate was $1 to R$5.4 for 2020. | | (4) The dollar amounts reported represent the average amount of CAP to the NEOs as a group (excluding our CEO), as computed in accordance with SEC rules. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group (excluding our CEO) during the applicable fiscal year. In accordance with the SEC rules, the following adjustments were made to average total compensation for the NEOs as a group (excluding our CEO) for each year to determine the CAP, using the same methodology described above in Note 2. To calculate the CAP, the following amounts were deducted from and added to the Summary Compensation Table total compensation: |
PAY VERSUS PERFORMANCE TABLE
RECONCILIATION OF AVERAGE SCT FOR NON-CEO NEOS TO AVERAGE CAP TO NON-CEO NEOS:
PAY VERSUS PERFORMANCE TABLE
| CAP to Non-CEO NEOs | 2024 | 2023 | 2022 | 2021 | 2020 | | Summary Compensation Table (SCT) Total(i)(ii) | 4,021,616 | 6,765,828 | 5,609,580 | 6,259,577 | 9,160,325 | | Less, value of Stock Awards and Option Awards reported in SCT(iii) | 1,351,927 | 3,057,950 | 2,479,584 | 1,902,553 | 10,181,443 | | Plus, year-end fair value of outstanding and unvested equity awards granted in the year(iv) | 1,867,990 | 3,127,635 | 2,666,378 | 1,616,112 | 13,273,785 | | Plus, fair value as of vesting date of equity awards granted and vested in the year(v) | — | — | — | — | — | | Plus (less), year over year change in fair value of outstanding and unvested equity awards granted in prior years(iv) | (1,478,651) | (681,776) | 3,238,765 | 712,113 | 2,789,294 | | Plus (less) change in fair value from the prior year-end through the vesting date of equity awards granted in prior years that vested in the year(iv) | (124,758) | (774,685) | 416,784 | 619,857 | — | | Less, prior year-end fair value for any equity awards forfeited in the year(iv) | — | — | — | (56,550) | — | | CAP to Non-CEO NEOs(a)(b)(c) | 3,099,815 | 5,379,052 | 9,451,924 | 7,248,556 | 15,041,961 |
PAY VERSUS PERFORMANCE TABLE
| (i) | In 2020, the summary compensation table average is impacted by new hire bonuses and new hire awards. | | (ii) | In 2021, 2022, and 2023, no non-CEO NEOs received a cash bonus other than their PBP payout reflected in Non-Equity Incentive Compensation. In 2024, Mr. Navio received the third and final installment of a cash bonus in connection with his elevation to Business Unit President, U.S. Zone in January 2022. | | (iii) | Deductions include the total grant date fair value of awards as reported in the Summary Compensation Table for each applicable year. | | (iv) | Additions include the aggregate sum of: increase by fair value of awards granted during the applicable fiscal year that remain unvested as of the applicable fiscal year end, determined at the applicable fiscal year end; increase or decrease by change in fair value of outstanding unvested prior fiscal year awards that remain unvested at the applicable fiscal year end as compared to the fair value as of the prior fiscal year end; increase or decrease by the change in fair value of prior fiscal year awards that vested during the applicable fiscal year as of the vesting date as compared to the fair value as of the prior fiscal year end; deduction of fair value of the prior fiscal year awards as of the prior fiscal year end that were forfeited during the applicable fiscal year; increase by the amount of dividends paid on unvested awards during the applicable fiscal year prior to the vesting date; increase by incremental fair value of Options modified during the applicable fiscal year. | | (v) | In 2020, 2021, 2022, 2023 and 2024 we did not grant any awards that vested in the same year they were granted. |
PAY VERSUS PERFORMANCE TABLE
| (a) For the valuation of stock options, we used the Hull-White I lattice model, under which vested options are expected to be exercised once the stock-to-strike ratio has been achieved, based on a settlement assumption that was derived from the grant-date valuation of the options. All other assumptions were estimated using the same methodology as used to determine the grant date fair value of the options, as disclosed in our 2024 Annual Report. | | (b) The estimated fair values of the Company’s unvested relative TSR PSU awards were valued using a Monte Carlo simulation as of each relevant measurement date for fiscal years 2021 to 2024. | | (c) The Non-dividend Protected PSU fair value was estimated by discounting the fair value of the PSUs based on the dividend yield. Dividend yield was estimated using the quarterly dividend divided by the three-month average stock price, annualized and continuously compounded. The grant date fair value of PSUs is amortized to expense on a straight-line basis over the requisite service period for each separately vesting portion of the awards. We adjust the expense based on the likelihood of future achievement of performance metrics. |
PAY VERSUS PERFORMANCE TABLE
| (5) Based on an initial fixed investment of $100 on December 26, 2020, the last day of our 2020 fiscal year. |
PAY VERSUS PERFORMANCE TABLE
| (6) Represents the S&P Consumer Staples Food and Soft Drink Products, which we consider to be our peer group under Regulation S-K Item 201(e), as presented in our 2024 Annual Report. Based on an initial fixed investment of $100 on December 26, 2020, the last day of our 2020 fiscal year. TSR is weighted according to each peer company’s stock market capitalization at the beginning of each period for which a return is indicated. |
PAY VERSUS PERFORMANCE TABLE
| (7) The dollar amounts reported represent the amount of net income reflected in the Company’s financial statements for the applicable year. |
PAY VERSUS PERFORMANCE TABLE
| (8) Our Company selected measure changed from PBP EBITDA to Adjusted Operating Income. This adjustment was made due to the change in our financial multiplier from one metric to three. PBP EBITDA is no longer a financial metric included in our incentive plans for 2024, therefore we selected Adjusted Operating Income which translates to our highest weighted PBP financial measure, PBP Adjusted Operating Income. Our 2024 financial metrics are defined above under —Compensation Discussion and Analysis —2024 Executive Compensation Program—Annual Cash-Based Performance Bonus Plan (PBP)—Financial Measure. |
PAY VERSUS PERFORMANCE TABLE
| 2025 Proxy Statement | 87 |
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 |
TSR COMPARISON
| 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 ACTUALLY PAID
COMPENSATION ACTUALLY PAID
MATTERS
| 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 |
PRE-APPROVAL 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 |
INDEPENDENT AUDITORS
| 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 PROPOSAL
| 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 AMBITIOUS SUSTAINABLE PACKAGING STRATEGY
| Company Overview | Voting Roadmap | Stockholder Engagement | Our Board | Governance | Director Compensation | Beneficial Ownership | Executive Compensation | Audit Matters | Stockholder Proposals | Other Information | Appendix A. Non-GAAP |
WE ARE INVESTING IN CONSUMER 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 |
STOCKHOLDER PROPOSAL
| 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 PROPOSAL
| 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 |
DESIGNING FOR FUTURE RECYCLABILITY
| 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 |
ADVANCEMENT IN RECYCLABLE AND COMPOSTABLE PACKAGING
| 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 |
COLLABORATIVE EFFORTS TO ENHANCE RECYCLING
| 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 PROPOSAL
| 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 STRONG LEAD INDEPENDENT DIRECTOR PROVIDES AN EFFECTIVE BALANCE AND CONTRIBUTES TO ROBUST 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 |
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 |
FREQUENTLY ASKED QUESTIONS ABOUT THE ANNUAL MEETING AND VOTING
| 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 INFORMATION
| 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 INFORMATION
| 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 INFORMATION
| 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 INFORMATION
| 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
| 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 |
ADJUSTED OPERATING INCOME
| 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 |
ADJUSTED EPS/ADJUSTED NET INCOME
| 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 |
FREE CASH FLOW/FREE CASH FLOW CONVERSION
| 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 |