DEF 14A of Coca Cola Co
Filed Mar 17, 2025 · FY20240001558370-25-003056
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS
| The Board of Directors recommends a vote FOR each nominee | WHAT AM I VOTING ON? The Board of Directors, upon the recommendation of the Corporate Governance and Sustainability Committee, has nominated the following 11 individuals for election to the Board for a one-year term. If elected, each Director nominee will hold office until the 2026 Annual Meeting of Shareowners and until his or her successor is elected and qualified. · Herb Allen · Bela Bajaria · Ana Botín · Christopher C. Davis · Carolyn Everson · Thomas S. Gayner · Maria Elena Lagomasino · Amity Millhiser · James Quincey · Caroline J. Tsay · David B. Weinberg |
ELECTION OF DIRECTORS
All nominees are independent under the New York Stock Exchange (“NYSE”) corporate governance rules, except for James Quincey, our Chairman and Chief Executive Officer (see Director Independence and Related Person Transactions beginning on page 41). Each of the Director nominees was elected by shareowners at the 2024 Annual Meeting of Shareowners, other than Ms. Bajaria. Ms. Bajaria was identified as a potential Director by the Corporate Governance and Sustainability Committee, which determined that she was qualified under the Committee’s criteria, and joined the Board effective October 17, 2024. We have no reason to believe that any of the nominees will be unable or unwilling to serve if elected. However, if any nominee should become unable for any reason or unwilling for good cause to serve, proxies may be voted for another person nominated as a substitute by the Board or the Board may reduce the number of Directors.
ELECTION OF DIRECTORS
| The Coca-Cola Company | 8 | 2025 Proxy Statement |
ELECTION OF DIRECTORS
| Company Overview | Voting Roadmap | Governance | Share Ownership | Compensation | Audit Matters | Shareowner Proposals | Annexes |
OUR 2025 DIRECTOR NOMINEES
OUR 2025 DIRECTOR NOMINEES
OUR 2025 DIRECTOR NOMINEES
| (1) Consists of Banco Santander, S.A. and its wholly owned subsidiary, Santander Holdings USA, Inc. |
OUR 2025 DIRECTOR NOMINEES
| (2) Includes investment company directorships in Selected Funds, Davis Funds and Clipper Funds Trust, three fund complexes which are advised by Davis Selected Advisers, L.P. and other entities controlled by Davis Selected Advisers, L.P. |
OUR 2025 DIRECTOR NOMINEES
| The Coca-Cola Company | 9 | 2025 Proxy Statement |
OUR 2025 DIRECTOR NOMINEES
| Company Overview | Voting Roadmap | Governance | Share Ownership | Compensation | Audit Matters | Shareowner Proposals | Annexes |
SNAPSHOT OF 2025 DIRECTOR NOMINEES
SNAPSHOT OF 2025 DIRECTOR NOMINEES
BIOGRAPHICAL INFORMATION ABOUT OUR DIRECTOR NOMINEES
BIOGRAPHICAL INFORMATION ABOUT OUR DIRECTOR NOMINEES Included in each Director nominee’s biography that follows is a description of five key qualifications and experiences of such nominee. Many of our Director nominees have more than five qualifications, and the aggregate number for all Director nominees is reflected on page 10. The Board and the Corporate Governance and Sustainability Committee believe that the combination of the various qualifications and experiences of the Director nominees would contribute to an effective and well-functioning Board and that, individually and as a whole, the Director nominees possess the necessary qualifications to provide effective oversight of the business and quality advice and counsel to the Company’s management.
BIOGRAPHICAL INFORMATION ABOUT OUR DIRECTOR NOMINEES
| | HERB ALLEN AGE: 57 | INDEPENDENT DIRECTOR SINCE: 2021 COMMITTEES: Corporate Governance and Sustainability (Chair); Finance |
BIOGRAPHICAL INFORMATION ABOUT OUR DIRECTOR NOMINEES
| CAREER HIGHLIGHTS | KEY QUALIFICATIONS AND EXPERIENCES | | Allen & Company LLC, a private investment banking firm focused on media, entertainment, technology and other innovative industries ● President (since 2002) ● Executive Vice President and Managing Director of Allen & Company Incorporated, the predecessor to the investment banking business of Allen & Company LLC (1993 to 2002) PUBLIC BOARD MEMBERSHIPS Current Public Company Boards: ● Grupo Televisa, S.A.B. (Alternate) (since 2002) Previous Public Company Boards (Past Five Years): ● Coca-Cola FEMSA, S.A.B. de C.V. (Alternate) (2000 to 2022) | High Level of Strategic and Financial Experience Extensive experience supervising business operations, including providing strategic and financial advisory and investment banking services to public and private companies at Allen & Company LLC. Supervises Allen & Company LLC’s principal financial and accounting officers on all matters related to the firm’s financial position and results of operations as well as the presentation of its financial statements. Relevant Senior Leadership/Chief Executive Officer Experience President of Allen & Company LLC, a privately held investment banking firm, and its affiliate, Allen Investment Management LLC, a privately held investment advisory firm, since 2002. Innovation/Digital and Technology Experience Extensive entrepreneurial experience overseeing investments by Allen & Company LLC into early-stage companies, focusing on technologies, including e-commerce, data analytics, cybersecurity, artificial intelligence, biotechnology and SaaS technologies. Broad International Exposure/Emerging Market Experience Considerable international experience as President of Allen & Company LLC, working with international clients on mergers and acquisitions, capital markets and other advisory assignments with a focus on European and Latin American clients. Risk Oversight/Management Expertise Extensive risk and management experience as President of Allen & Company LLC, including overseeing and assessing the performance of companies and public accountants with respect to matters related to the preparation, audit and evaluation of financial statements. |
BIOGRAPHICAL INFORMATION ABOUT OUR DIRECTOR NOMINEES
| The Coca-Cola Company | 15 | 2025 Proxy Statement |
BIOGRAPHICAL INFORMATION ABOUT OUR DIRECTOR NOMINEES
| Company Overview | Voting Roadmap | Governance | Share Ownership | Compensation | Audit Matters | Shareowner Proposals | Annexes |
BIOGRAPHICAL INFORMATION ABOUT OUR DIRECTOR NOMINEES
| | BELA BAJARIA AGE: 54 | INDEPENDENT DIRECTOR SINCE: 2024 COMMITTEES: Talent and Compensation |
BIOGRAPHICAL INFORMATION ABOUT OUR DIRECTOR NOMINEES
| CAREER HIGHLIGHTS | KEY QUALIFICATIONS AND EXPERIENCES | | Netflix, Inc. (“Netflix”), one of the world’s leading entertainment services ● Chief Content Officer (since January 2023) ● Head of Global TV (October 2020 to January 2023) ● Vice President of Content (November 2016 to October 2020) Universal Television LLC (“Universal Television”), a U.S. television production company ● President (June 2015 to May 2016) ● Executive Vice President (August 2011 to June 2015) PUBLIC BOARD MEMBERSHIPS Current Public Company Boards: ● None Previous Public Company Boards (Past Five Years): ● None | High Level of Strategic and Financial Experience As Chief Content Officer of Netflix, one of the world’s leading entertainment services with approximately 302 million paid memberships in over 190 countries, oversees an annual content budget of $17 billion and sits on Netflix’s 11-person leadership team, which is responsible for strategy. Prior to joining Netflix in 2016, President of Universal Television, which she rebuilt into a major studio. Senior Vice President, Cable Programming for CBS TV Studios, and Senior Vice President of Movies and Miniseries for the CBS Network prior to Universal Television. Broad International Exposure/Emerging Market Experience Oversees the creation and production of Netflix’s scripted and unscripted series around the world, including coverage of NFL, boxing matches and WWE, and opened 27 country offices to launch a new strategy for local language originals. Served as Head of Global TV at Netflix from October 2020 to January 2023. Marketing Experience Extensive experience storytelling – understanding audiences and connecting with them, understanding pop culture, and creating content that resonates with consumers. At Netflix, responsible for producing engaging content, including the series Stranger Things, Squid Game, Bridgerton and Heeramandi, live-action anime, unscripted dating and reality TV shows, streaming live sports and events and films. At Universal Television, shepherded creative programming including Chicago Fire, The Mindy Project and Unbreakable Kimmy Schmidt. Named one of TIME’s 100 Most Influential People in 2022. Risk Oversight/Management Expertise As Chief Content Officer of Netflix, responsible for the development and management of TV series and films across a wide variety of genres and languages in the 27 countries where Netflix operates. Extensive experience managing economic, reputational, regulatory, political and other risks arising from Netflix’s productions both in the U.S. and around the world. Innovation/Digital and Technology Experience As Chief Content Officer of Netflix, responsible for the implementation and distribution of content on digital platforms and the creation of anime adaptations. |
BIOGRAPHICAL INFORMATION ABOUT OUR DIRECTOR NOMINEES
| The Coca-Cola Company | 16 | 2025 Proxy Statement |
BIOGRAPHICAL INFORMATION ABOUT OUR DIRECTOR NOMINEES
| Company Overview | Voting Roadmap | Governance | Share Ownership | Compensation | Audit Matters | Shareowner Proposals | Annexes |
BIOGRAPHICAL INFORMATION ABOUT OUR DIRECTOR NOMINEES
| | ANA BOTÍN AGE: 64 | INDEPENDENT DIRECTOR SINCE: 2013 COMMITTEES: Corporate Governance and Sustainability; Finance |
BIOGRAPHICAL INFORMATION ABOUT OUR DIRECTOR NOMINEES
| CAREER HIGHLIGHTS | KEY QUALIFICATIONS AND EXPERIENCES | | Banco Santander, S.A., a leading retail and commercial bank with a global presence based in Spain ● Executive Chair (since September 2014) ● Chief Executive Officer of subsidiary Santander UK plc, a large retail and commercial bank based in the U.K. (December 2010 to September 2014) ● Executive Chair of subsidiary Banco Español de Crédito, S.A. (2002 to 2010) ● Joined Banco Santander, S.A. in 1988 J.P. Morgan, a financial services firm with operations worldwide ● Started her career in the banking industry at J.P. Morgan in New York (1981 to 1988) PUBLIC BOARD MEMBERSHIPS Current Public Company Boards: ● Banco Santander, S.A. (since 1989) ● Santander Holdings USA, Inc., a wholly owned subsidiary of Banco Santander, S.A. (since 2019) Previous Public Company Boards (Past Five Years): ● Santander UK plc (2010 to 2021) ● Santander UK Group Holdings plc (2014 to 2021) | High Level of Strategic and Financial Experience Internationally recognized expert in the investment banking industry with knowledge of global macroeconomic issues. Over 40 years of experience in investment and commercial banking. Relevant Senior Leadership/Chief Executive Officer Experience Executive Chair of Banco Santander, S.A. since 2014 and Chief Executive Officer of Santander UK plc from 2010 to 2014. Broad International Exposure/Emerging Market Experience Executive Chair of Banco Santander, S.A., a global financial institution with operations in Europe, North America, Latin America and Asia. Board member of the Institute of International Finance, a global association of the financial industry, since 2015 and Chair since January 2023. Co-founder and Chair of Fundación Empresa y Crecimiento, which finances small and medium-sized companies in Latin America. Founder and President of Fundación Empieza Por Educar, the Spanish member of the global Teach for All network. Governmental or Geopolitical Expertise Extensive experience with the regulatory framework applicable to banking institutions throughout the globe. President of the European Banking Federation from 2021 to February 2023. From 2020 to 2022, Vice Chair of the Executive Committee of the World Business Council of Sustainable Development, a CEO-led community of over 200 of the world’s leading sustainable businesses that works closely with a number of non-governmental organizations. Risk Oversight/Management Expertise Extensive experience from her work with Banco Santander, S.A., Santander UK plc and Banco Español de Crédito, S.A. in the oversight and management of risk associated with retail and commercial banking activities. Since May 2023, Chair of Open Bank, S.A., one of Europe’s largest digital banks, and Open Digital Services, S.L., offering cloud-based software solutions for the financial industry. Since 2020, Chair of PagoNxt, S.L., a standalone subsidiary of Banco Santander, S.A. that manages its global payment businesses. Experience with the regulated insurance industry as director of Assicurazioni Generali S.p.A., a global insurance company based in Italy, from 2004 to 2011. |
BIOGRAPHICAL INFORMATION ABOUT OUR DIRECTOR NOMINEES
| The Coca-Cola Company | 17 | 2025 Proxy Statement |
BIOGRAPHICAL INFORMATION ABOUT OUR DIRECTOR NOMINEES
| Company Overview | Voting Roadmap | Governance | Share Ownership | Compensation | Audit Matters | Shareowner Proposals | Annexes |
BIOGRAPHICAL INFORMATION ABOUT OUR DIRECTOR NOMINEES
| | CHRISTOPHER C. DAVIS AGE: 59 | INDEPENDENT DIRECTOR SINCE: 2018 COMMITTEES: Audit; Finance (Chair); Executive |
BIOGRAPHICAL INFORMATION ABOUT OUR DIRECTOR NOMINEES
| CAREER HIGHLIGHTS | KEY QUALIFICATIONS AND EXPERIENCES | | Davis Selected Advisers, L.P. (referred to jointly with Davis Selected Advisers–NY, Inc., its registered investment advisory subsidiary, as “Davis Advisors”), an independent investment management firm that oversees approximately $23 billion in assets, including exchange-traded funds (ETFs), mutual funds, variable annuities and separately managed accounts ● Chairman (since 1997) ● Portfolio manager of the firm’s flagship funds, Davis New York Venture Fund and Selected American Shares (since 1995) PUBLIC BOARD MEMBERSHIPS Current Public Company Boards: ● Berkshire Hathaway Inc. (since 2021) ● Graham Holdings Company (since 2006) Current Boards for Registered Companies (Investment Company Act of 1940): ● Selected Funds (consisting of two portfolios) (since 1998) ● Davis Funds (consisting of 13 portfolios) (since 1997) ● Trustee of Clipper Funds Trust (consisting of one portfolio) (since 2014) Previous Public Company Boards (Past Five Years): ● None | High Level of Strategic and Financial Experience More than 30 years of experience in investment management and securities research at Davis Advisors. Also serves as a portfolio manager for the Davis Large Cap Value Portfolios and a member of the research team for other portfolios. Relevant Senior Leadership/Chief Executive Officer Experience Serves as Chairman of Davis Advisors and as a director and officer of several mutual funds advised by Davis Advisors as well as other entities controlled by Davis Advisors. Marketing Experience Under the leadership of Mr. Davis, Davis Advisors is widely recognized as a premier investment manager serving individual investors worldwide, identifying investment opportunities both within and outside the United States in developed and developing markets and providing investors access to these investment opportunities. Broad International Exposure/Emerging Market Experience Under the leadership of Mr. Davis, Davis Advisors seeks investment growth opportunities and diversification potential that international companies in both developed and developing markets provide. Risk Oversight/Management Expertise Extensive experience evaluating strategic investments and transactions and managing risk against the volatility of equity markets during his more-than-30-year career at Davis Advisors. Serves on the Audit Committee and as lead independent director of Graham Holdings Company and serves on the Audit Committee of Berkshire Hathaway Inc. |
BIOGRAPHICAL INFORMATION ABOUT OUR DIRECTOR NOMINEES
| The Coca-Cola Company | 18 | 2025 Proxy Statement |
BIOGRAPHICAL INFORMATION ABOUT OUR DIRECTOR NOMINEES
| Company Overview | Voting Roadmap | Governance | Share Ownership | Compensation | Audit Matters | Shareowner Proposals | Annexes |
BIOGRAPHICAL INFORMATION ABOUT OUR DIRECTOR NOMINEES
| | CAROLYN EVERSON AGE: 53 | INDEPENDENT DIRECTOR SINCE: 2022 COMMITTEES: Talent and Compensation (Chair); Finance |
BIOGRAPHICAL INFORMATION ABOUT OUR DIRECTOR NOMINEES
| CAREER HIGHLIGHTS | KEY QUALIFICATIONS AND EXPERIENCES | | Permira, a global investment firm ● Senior Advisor (since January 2023) Boston Consulting Group (“BCG”), a global consulting firm ● Senior Advisor (since September 2023) Instacart, a leading grocery technology company in North America ● President (September 2021 to December 2021) Facebook, Inc. (now Meta Platforms, Inc.) (“Facebook”), a social media and social networking service ● Vice President, Global Business Solutions (2011 to 2021) Microsoft Corporation (“Microsoft”), a multinational technology company ● Vice President, Global Advertising Sales, Strategy and Marketing (2010 to 2011) MTV Networks Company (“MTV Networks”), a television programming services company ● Executive Vice President and Chief Operating Officer for U.S. Ad Sales (2004 to 2010) Primedia Inc., a national TV media agency ● Vice President and General Manager of several digital businesses (2001 to 2003) PUBLIC BOARD MEMBERSHIPS Current Public Company Boards: ● Under Armour, Inc. (since 2023) ● The Walt Disney Company (since 2022) Previous Public Company Boards (Past Five Years): ● None | Marketing Experience Extensive experience and understanding of marketing and innovation strategies, including with consumer packaged goods companies. At Instacart, oversaw its Retail, Business Development and Advertising businesses. At Facebook, led the global marketing solutions team focused on top strategic accounts and global agencies and oversaw media strategy, advertising sales and account management. At Microsoft, led the advertising business across Bing, MSN, Windows Live, Mobile, Gaming Atlas and the Microsoft Media Network. At MTV Networks, oversaw strategic planning, operations and finance for its U.S. Ad Sales. Serves as a Board member of The Walt Disney Company and Under Armour, Inc. Former director of Creative Artists Agency. Innovation/Digital and Technology Experience Extensive experience in senior operating roles in consumer-facing technology and media companies. At Facebook, led the company’s relationships with top marketers and agencies for its family of apps and oversaw the Creative Shop, offering creative guidance on mobile marketing. At MTV Networks, oversaw strategic planning and was responsible for its Direct Response businesses and for Generator, a cross-platform, cross-brand strategic sales and marketing group. Senior Advisor in the technology, media and telecom practice areas at BCG. Serves as a director of Unitary Ltd., a U.K.-based company building multimodal artificial intelligence to understand content in context, accurately and at scale, and as a director at Viam, Inc., a company that uses an engineering platform to leverage data, the cloud and artificial intelligence to help companies build solutions across all industries. Also serves as a director of Squarespace, Inc., a website building and hosting company. Broad International Exposure/Emerging Market Experience Extensive experience leading at-scale, global consumer technology teams with a focus on growing global partnerships, global agencies and industry-leading business development. Member of the Council on Foreign Relations and member of the 2017 Class of Henry Crown Fellows within the Aspen Global Leadership Network at the Aspen Institute. Risk Oversight/Management Expertise Senior Advisor at Permira, a global investment firm focused on the technology, consumer, healthcare and services sectors. Extensive experience overseeing risk associated with leading the development of business, marketing and innovation strategies at Facebook, Microsoft and MTV Networks. Serves on the Audit Committee of Under Armour, Inc. Sustainability Experience Served as Chair of We Day, New York, which encourages and supports young people who are creating transformational social change. At Facebook, oversaw the development of an employee program that prioritized overall well-being to improve employee engagement and performance. |
BIOGRAPHICAL INFORMATION ABOUT OUR DIRECTOR NOMINEES
| The Coca-Cola Company | 19 | 2025 Proxy Statement |
BIOGRAPHICAL INFORMATION ABOUT OUR DIRECTOR NOMINEES
| Company Overview | Voting Roadmap | Governance | Share Ownership | Compensation | Audit Matters | Shareowner Proposals | Annexes |
BIOGRAPHICAL INFORMATION ABOUT OUR DIRECTOR NOMINEES
| | THOMAS S. GAYNER AGE: 63 | INDEPENDENT DIRECTOR SINCE: 2023 COMMITTEES: Finance |
BIOGRAPHICAL INFORMATION ABOUT OUR DIRECTOR NOMINEES
| CAREER HIGHLIGHTS | KEY QUALIFICATIONS AND EXPERIENCES | | Markel Group Inc. (“Markel”), a holding company comprised of diverse businesses, including specialty insurance, and investments ● Chief Executive Officer (since January 2023) ● Co-Chief Executive Officer (January 2016 to December 2022) ● President and Chief Investment Officer (May 2010 to December 2015) ● Chief Investment Officer (January 2001 to May 2010) PUBLIC BOARD MEMBERSHIPS Current Public Company Boards: ● Markel Group Inc. (since 2016) ● Graham Holdings Company (since 2007) Previous Public Company Boards (Past Five Years): ● Cable One, Inc. (2015 to 2023) ● Colfax Corporation (2008 to 2022) Previous Boards for Registered Companies (Investment Company Act of 1940): ● Davis Funds (consisting of 13 portfolios) (2004 to 2025) | High Level of Strategic and Financial Experience Extensive experience in public company financial reporting, accounting and financial control matters and analysis and implementation of strategic investment initiatives, including allocation of capital, acquired in his various roles with Markel since 1990. Prior to joining Markel, served as a certified public accountant at PricewaterhouseCoopers LLP and as Vice President of Davenport & Company LLC of Virginia, a wealth management and financial advisory services firm. Serves as Chairman of the Audit Committee and is on the Finance Committee of Graham Holdings Company. Relevant Senior Leadership/Chief Executive Officer Experience Significant senior leadership experience at Markel, including as Chief Executive Officer and previously as Co-Chief Executive Officer, President and Chief Investment Officer. Marketing Experience Oversaw the evolution of Markel to a global Fortune 500 family of companies and investments that provide diverse income streams and access to a wide range of investment opportunities. Broad International Exposure/Emerging Market Experience Under the leadership of Mr. Gayner, Markel markets and underwrites specialty insurance products on a global basis. Risk Oversight/Management Expertise Over 30 years of risk oversight and management experience at Markel, which markets and underwrites specialty insurance products on a risk-bearing basis. Director of Markel from 1998 to 2004, and since August 2016. Member of the Investment Advisory Committee of the Virginia Retirement System, an independent state agency, which is responsible for monitoring investments and investment opportunities and making asset allocation recommendations. Additional risk oversight experience as Chairman of the Audit Committee and member of the Finance Committee of Graham Holdings Company, and through former service on the Audit Committee of Colfax Corporation. |
BIOGRAPHICAL INFORMATION ABOUT OUR DIRECTOR NOMINEES
| The Coca-Cola Company | 20 | 2025 Proxy Statement |
BIOGRAPHICAL INFORMATION ABOUT OUR DIRECTOR NOMINEES
| Company Overview | Voting Roadmap | Governance | Share Ownership | Compensation | Audit Matters | Shareowner Proposals | Annexes |
BIOGRAPHICAL INFORMATION ABOUT OUR DIRECTOR NOMINEES
| | MARIA ELENA LAGOMASINO AGE: 75 | INDEPENDENT DIRECTOR SINCE: 2008 COMMITTEES: Talent and Compensation; Corporate Governance and Sustainability |
BIOGRAPHICAL INFORMATION ABOUT OUR DIRECTOR NOMINEES
| CAREER HIGHLIGHTS | KEY QUALIFICATIONS AND EXPERIENCES | | WE Family Offices, a global family office serving high-net-worth families ● Chief Executive Officer and Managing Partner (since March 2013) GenSpring Family Offices, LLC, a wealth management firm and an affiliate of SunTrust Banks, Inc. ● Chief Executive Officer (2005 to 2012) J.P. Morgan Private Bank, a division of JPMorgan Chase & Co., a global financial services firm ● Chairman and Chief Executive Officer (2001 to 2005) ● Various positions in private banking with The Chase Manhattan Bank, including as Managing Director in charge of its Global Private Banking Group (1983 to 2001) The Coca-Cola Company ● Prior service as Director (2003 to 2006) PUBLIC BOARD MEMBERSHIPS Current Public Company Boards: ● The Walt Disney Company (since 2015) Previous Public Company Boards (Past Five Years): ● None | High Level of Strategic and Financial Experience Over 40 years of experience in the financial industry and a recognized leader in the wealth management industry. Chief Executive Officer and Managing Partner of WE Family Offices. Former Chief Executive Officer of GenSpring Family Offices, LLC. Founding member of the Institute for the Fiduciary Standard, a nonprofit formed in 2011 to provide research, education and advocacy regarding the fiduciary standard’s importance to investors receiving investment and financial advice. Relevant Senior Leadership/Chief Executive Officer Experience Serves as Chief Executive Officer of WE Family Offices and served as Chief Executive Officer of GenSpring Family Offices, LLC and J.P. Morgan Private Bank. Broad International Exposure/Emerging Market Experience Significant international experience in GenSpring Family Offices, LLC and J.P. Morgan Private Bank. During her tenure with The Chase Manhattan Bank, served as Managing Director of the Global Private Banking Group, Vice President of private banking in the Latin America region and head of private banking for the western hemisphere. Over 40 years of experience working with Latin America. Governmental or Geopolitical Expertise Experience with the regulatory framework applicable to banking institutions in Latin America during her tenure with The Chase Manhattan Bank and as Chief Executive Officer of J.P. Morgan Private Bank. Exposure to international geopolitical issues as a former board member of the Americas Society and the Cuba Study Group, as a former trustee of the National Geographic Society, and as a member of the Council on Foreign Relations. Risk Oversight/Management Expertise Extensive oversight of risk associated with wealth management and investment strategies in WE Family Offices, GenSpring Family Offices, LLC and J.P. Morgan Private Bank. |
BIOGRAPHICAL INFORMATION ABOUT OUR DIRECTOR NOMINEES
| The Coca-Cola Company | 21 | 2025 Proxy Statement |
BIOGRAPHICAL INFORMATION ABOUT OUR DIRECTOR NOMINEES
| Company Overview | Voting Roadmap | Governance | Share Ownership | Compensation | Audit Matters | Shareowner Proposals | Annexes |
BIOGRAPHICAL INFORMATION ABOUT OUR DIRECTOR NOMINEES
| | AMITY MILLHISER AGE: 61 | INDEPENDENT DIRECTOR SINCE: 2023 COMMITTEES: Audit (Chair) |
BIOGRAPHICAL INFORMATION ABOUT OUR DIRECTOR NOMINEES
| CAREER HIGHLIGHTS | KEY QUALIFICATIONS AND EXPERIENCES | | PricewaterhouseCoopers LLP (“PwC”), an international professional services firm operating under the PwC brand ● Vice Chair (2015 to June 2023) ● Chief Clients Officer and Member of U.S. Leadership Team (2015 to 2020) ● Market Managing Partner of Silicon Valley Practice (2011 to 2015) ● Partner (1995 to June 2023) PUBLIC BOARD MEMBERSHIPS Current Public Company Boards: ● None Previous Public Company Boards (Past Five Years): ● None | High Level of Strategic and Financial Experience Extensive experience as a certified public accountant. Joined PwC in 1985 in Assurance and was a partner from 1995 to June 2023. As a senior leader for over 15 years on many of PwC’s most significant clients across diverse industries, regularly engaged with members of company management, boards and audit committees on strategic, financial reporting, auditing, and regulatory and governance matters. Relevant Senior Leadership/Chief Executive Officer Experience As Vice Chair at PwC from 2015 to June 2023, led Trust and Consulting practice development and service delivery for clients ranging from high-growth startups to market-leading multinationals. As Chief Clients Officer and member of PwC’s U.S. Leadership Team from 2015 to 2020, was responsible for markets, sectors and key clients across the U.S. firm. Market Managing Partner of PwC’s Silicon Valley practice from 2011 to 2015. Innovation/Digital and Technology Experience As Chief Clients Officer at PwC, launched cross-functional services including cloud and digital, transformation and cybersecurity risk. While leading PwC’s Silicon Valley practice, worked with leading technology companies as they innovated, scaled and raised capital. Broad International Exposure/Emerging Market Experience Served on PwC’s Global Network Strategy Group, which defined PwC’s global strategy for 2020. While based in Switzerland for 17 years, founded PwC’s Switzerland-based Transaction Services Practice, a Center of Excellence for U.S./European cross-border deals, and worked with companies and their advisors on acquisition support, deal structuring, diligence execution, integration, complex carve-outs, divestitures, spin-offs, capital markets transactions and initial public offerings in the technology, pharmaceuticals, consumer and industrial products industries. Risk Oversight/Management Expertise Extensive risk oversight and management experience associated with various leadership roles during more than 35 years of experience at PwC, including client risk management; risk/crisis management across U.S. geographies; and reputational, financial and regulatory risk management. |
BIOGRAPHICAL INFORMATION ABOUT OUR DIRECTOR NOMINEES
| The Coca-Cola Company | 22 | 2025 Proxy Statement |
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| Company Overview | Voting Roadmap | Governance | Share Ownership | Compensation | Audit Matters | Shareowner Proposals | Annexes |
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| | JAMES QUINCEY AGE: 60 | CHAIRMAN DIRECTOR SINCE: 2017 CHAIRMAN SINCE: 2019 COMMITTEES: Executive (Chair) |
BIOGRAPHICAL INFORMATION ABOUT OUR DIRECTOR NOMINEES
| CAREER HIGHLIGHTS | KEY QUALIFICATIONS AND EXPERIENCES | | The Coca-Cola Company ● Chief Executive Officer (since May 2017) ● President (August 2015 to December 2018) ● Chief Operating Officer (August 2015 to April 2017) ● President of the Europe Group (January 2013 to August 2015) ● President of the Northwest Europe and Nordics business unit (October 2008 to January 2013) ● President of the Mexico Division (December 2005 to October 2008) ● President of the South Latin Division (December 2003 to December 2005) ● Joined the Company as Director, Learning Strategy for the Latin America Group, and went on to serve in a series of operational roles of increasing responsibility in Latin America (1996) PUBLIC BOARD MEMBERSHIPS Current Public Company Boards: ● Pfizer Inc. (since 2020) Previous Public Company Boards (Past Five Years): ● None | High Level of Strategic and Financial Experience Extensive strategic and financial experience acquired through various leadership positions in the Company, managing complex financial transactions, mergers and acquisitions, business strategy and international operations. Relevant Senior Leadership/Chief Executive Officer Experience Chief Executive Officer of the Company since May 2017 and Chairman of the Board since April 2019. Previously served as President and Chief Operating Officer of the Company and as President of the Company’s Europe Group. Innovation/Digital and Technology Experience As CEO, has overseen the deployment of generative artificial intelligence technologies to supplement how the Company’s products are developed and brought to market and to help drive the Company’s marketing and digital transformation. As President of the Europe Group, implemented innovative strategies to improve the Company’s execution and brand portfolio. During his tenure in Latin America, was instrumental in developing and executing a successful brand, pack, price and channel strategy, which has now been replicated in various forms throughout the Company’s global system. Broad International Exposure/Emerging Market Experience Over 25 years of Coca-Cola system experience, including extensive experience in international markets, such as Latin America and Europe. Member of the Board of Directors of the Special Olympics, the US-China Business Council, the Consumer Goods Forum and Pfizer Inc. Extensive Knowledge of the Company’s Business and/or Industry Since joining the Company in 1996, has held a multitude of operational roles within the Coca-Cola system, including as Chairman of the Board, Chief Executive Officer, President, and Chief Operating Officer. |
BIOGRAPHICAL INFORMATION ABOUT OUR DIRECTOR NOMINEES
| The Coca-Cola Company | 23 | 2025 Proxy Statement |
BIOGRAPHICAL INFORMATION ABOUT OUR DIRECTOR NOMINEES
| Company Overview | Voting Roadmap | Governance | Share Ownership | Compensation | Audit Matters | Shareowner Proposals | Annexes |
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| | CAROLINE J. TSAY AGE: 43 | INDEPENDENT DIRECTOR SINCE: 2018 COMMITTEES: Audit |
BIOGRAPHICAL INFORMATION ABOUT OUR DIRECTOR NOMINEES
| CAREER HIGHLIGHTS | KEY QUALIFICATIONS AND EXPERIENCES | | Technology Company Advisor/Limited Partner of Venture Capital Funds (since December 2022) Compute Software, Inc., an enterprise cloud optimization software company ● Chief Executive Officer and Director (2017 to 2022) Hewlett Packard Enterprise Company (“HPE”), an information technology company ● Vice President and General Manager of Software (2013 to 2016) Yahoo! Inc., a digital media company ● Held several product leadership positions across the consumer search, e-commerce and advertising businesses (2007 to 2013) PUBLIC BOARD MEMBERSHIPS Current Public Company Boards: ● Morningstar, Inc. (since 2017) Previous Public Company Boards (Past Five Years): ● None | High Level of Strategic and Financial Experience Provided strategic direction and managed profit and loss as Chief Executive Officer of Compute Software, Inc. and, in her position at HPE, was responsible for growing enterprise software sales. Relevant Senior Leadership/Chief Executive Officer Experience Served as Chief Executive Officer of Compute Software, Inc. and served as Vice President and General Manager of Software at HPE. Marketing Experience At Compute Software, Inc., was responsible for developing an enterprise software platform for customers running on the cloud. At HPE, was responsible for engaging customers and partners through several new digital experiences, digital marketing and specialized sales models to drive growth in new customers and revenue. At Yahoo! Inc., held leadership positions across the consumer search, e-commerce and advertising businesses. Innovation/Digital and Technology Experience Advises technology companies. At Compute Software, Inc., was responsible for developing the artificial intelligence and decision-sciences-based software platform that dynamically optimizes cloud resource decisions and maximizes business value for companies running on the cloud. At HPE, created a new business and platform for offering customers enterprise software, including DevOps, Cybersecurity, Big Data and Application Development software. At Yahoo! Inc., was Senior Director of Product Management for Yahoo! Search and E-Commerce. Prior to Yahoo! Inc., spent three years at International Business Machines Corporation as a senior consultant focused on providing supply chain solutions to clients in the retail, high tech, and travel industries. Risk Oversight/Management Expertise Extensive experience overseeing risk associated with the development and growth of enterprise software and consumer Internet businesses at Compute Software, Inc., and in her product leadership roles with HPE and Yahoo! Inc. Risk oversight experience through service on the Audit Committee of Morningstar, Inc. and as Chair of the Business Advisory Committee at Rosetta Stone Inc. Assesses risk as a limited partner of venture capital funds. |
BIOGRAPHICAL INFORMATION ABOUT OUR DIRECTOR NOMINEES
| The Coca-Cola Company | 24 | 2025 Proxy Statement |
BIOGRAPHICAL INFORMATION ABOUT OUR DIRECTOR NOMINEES
| Company Overview | Voting Roadmap | Governance | Share Ownership | Compensation | Audit Matters | Shareowner Proposals | Annexes |
BIOGRAPHICAL INFORMATION ABOUT OUR DIRECTOR NOMINEES
| | DAVID B. WEINBERG AGE: 73 | INDEPENDENT DIRECTOR SINCE: 2015 COMMITTEES: Audit; Corporate Governance and Sustainability; Executive LEAD INDEPENDENT DIRECTOR SINCE: 2024 |
BIOGRAPHICAL INFORMATION ABOUT OUR DIRECTOR NOMINEES
| CAREER HIGHLIGHTS | KEY QUALIFICATIONS AND EXPERIENCES | | Judd Enterprises, Inc., a private, investment management office with diverse interests in a variety of asset classes ● Chairman and Chief Executive Officer (since 1996) Digital Bandwidth LLC, a private, early-stage technology investing affiliate of Judd Enterprises, Inc. ● President (since 1996) Mayer, Brown & Platt (now Mayer Brown), a leading international law firm ● Partner in the corporate, securities and investment management practice (1989 to 1996) PUBLIC BOARD MEMBERSHIPS Current Public Company Boards: ● None Previous Public Company Boards (Past Five Years): ● None | High Level of Strategic and Financial Experience In his position at Judd Enterprises, Inc., oversees substantial assets in a wide variety of asset classes. Significant experience in reviewing financial statements as an investor and as a securities lawyer when structuring transactions. Serves on the Investment Committee of the Board of Trustees of Northwestern University. Relevant Senior Leadership/Chief Executive Officer Experience Since 1996, has served as Chairman and Chief Executive Officer of Judd Enterprises, Inc. and President of Digital Bandwidth LLC. Innovation/Digital and Technology Experience Extensive entrepreneurial experience at Digital Bandwidth LLC, overseeing investments in early-stage companies focusing on technologies, including wireless networks, speech recognition, cybersecurity and radio frequency identification tags. Broad International Exposure/Emerging Market Experience At Judd Enterprises, Inc., oversees international investments. As a partner of the Mayer, Brown & Platt law firm, structured cross-border investment management transactions. Serves on the Investment Committee of the Board of Trustees of Northwestern University, overseeing substantial exposure to emerging markets. Exposure to international issues as a member of the Council on Foreign Relations and the International Council of the Belfer Center for Science and International Affairs of the Kennedy School of Government at Harvard University. Served for eight years on the Board of Trustees of the Brookings Institution, a think tank whose mission includes improving governance at the global level. Risk Oversight/Management Expertise Extensive risk oversight and management experience overseeing a private investment management office at Judd Enterprises, Inc. As a partner of the Mayer, Brown & Platt law firm, advised clients on a broad range of regulatory and transactional matters. Additional risk oversight experience through former service on the Executive, Audit and Finance Committees and current service on the Investment Committee of the Board of Trustees of Northwestern University. |
BIOGRAPHICAL INFORMATION ABOUT OUR DIRECTOR NOMINEES
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BIOGRAPHICAL INFORMATION ABOUT OUR DIRECTOR NOMINEES
| Company Overview | Voting Roadmap | Governance | Share Ownership | Compensation | Audit Matters | Shareowner Proposals | Annexes |
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION The Corporate Governance and Sustainability Committee is responsible for reviewing and making recommendations to the Board regarding all matters pertaining to compensation paid to Directors for Board, Lead Independent Director, committee and committee chair service. Director compensation is provided under The Coca-Cola Company Directors’ Plan (the “Directors’ Plan”). Directors who also serve as employees of the Company do not receive payment for service as Directors. In making non-employee Director compensation recommendations, the Corporate Governance and Sustainability Committee takes various factors into consideration, including, but not limited to, the responsibilities of Directors generally and committee chairs specifically and the form and amount of compensation paid by comparable companies to their directors. The Corporate Governance and Sustainability Committee’s charter also authorizes the Committee to engage consultants or advisors, if and when it deems appropriate, in connection with its review and analysis of Director compensation. The Board reviews the recommendations of the Corporate Governance and Sustainability Committee and determines the form and amount of Director compensation. In 2024, the Corporate Governance and Sustainability Committee reviewed the Director compensation program but did not recommend any adjustments to the Board. No changes have been made to Director compensation since 2020.
DIRECTOR COMPENSATION
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DIRECTOR COMPENSATION
| Company Overview | Voting Roadmap | Governance | Share Ownership | Compensation | Audit Matters | Shareowner Proposals | Annexes |
2024 Annual Director Compensation
2024 Annual Director Compensation
2024 Annual Director Compensation
| Annual Retainers Additional Compensation $30,000 Lead Independent Director $30,000 Chair of Audit Committee $25,000 Chair of Talent and Compensation Committee $20,000 Chairs of all other Committees | Cash retainers are paid on a quarterly basis. Under the Directors’ Plan, non-employee Directors have the option of deferring all or a portion of their cash compensation into share units that are paid out in cash after leaving the Board. The $200,000 annual equity retainer is credited in deferred share units. The number of share units awarded is equal to the number of shares of Common Stock that could be purchased on the open market for $200,000, or a prorated portion thereof, on April 1 (or the immediately preceding business day if April 1 is not a business day). Share units do not have voting rights but are credited with hypothetical dividends that are reinvested in additional units to the extent dividends on Common Stock are received by shareowners. Share units are paid out in cash on the later of (i) January 15 of the year following the year in which the Director leaves the Board or (ii) six months after the Director leaves the Board. Directors may elect to take their payout in a lump sum or in up to five annual installments. Directors do not receive fees for attending Board or committee meetings. Directors who serve on committees (other than as chair) do not receive additional compensation for committee service. Non-employee Directors are reimbursed for reasonable expenses incurred in connection with Board-related activities. |
2024 Annual Director Compensation
| Highlights of Director Compensation Program ● Emphasis on Equity: Aligns the majority of Directors’ compensation with shareowner interests because the value of share units fluctuates up or down depending on the price of our Common Stock. ● Long-Term Focus: Focuses on the long term because share units are not paid until after the Director leaves the Board. ● Market Competitive: In line with peers and equitable based on the work required of directors serving at an entity of the Company’s size and scope. ● No Fees: No fees are paid for Board or committee meeting attendance. ● Stock Ownership Requirements: Since share units are not paid out until after the Director leaves the Board, all Directors hold their annual equity retainers until after retirement from Board service. As a result, after only three years of service, all Directors maintain an equity ownership level of at least five times the annual cash retainer. |
2024 Annual Director Compensation
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2024 Annual Director Compensation
| Company Overview | Voting Roadmap | Governance | Share Ownership | Compensation | Audit Matters | Shareowner Proposals | Annexes |
2024 Annual Director Compensation
The following table details the total compensation of the Company’s non-employee Directors for the year ended December 31, 2024.
2024 Director Compensation Table
2024 Director Compensation Table
2024 Director Compensation Table
| | | | | | Change in | | | | | | | | | Pension Value | | | | | | | | | and Nonqualified | | | | | Fees | | | Non-Equity | Deferred | | | | | Earned or | Stock | Option | Incentive Plan | Compensation | All Other | | | | Paid in Cash | Awards | Awards | Compensation | Earnings | Compensation | Total | | Name(1) | ($) | ($) | ($) | ($) | ($) | ($) | ($) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | | Herb Allen | $98,000 | $200,000 | $0 | $0 | $0 | $1,054 | $299,054 | | Bela Bajaria(2) | 36,000 | 80,000 | 0 | 0 | 0 | 613 | 116,613 | | Marc Bolland(3) | 54,000 | 120,000 | 0 | 0 | 0 | 10,600 | 184,600 | | Ana Botín | 90,000 | 200,000 | 0 | 0 | 0 | 1,054 | 291,054 | | Christopher C. Davis | 98,000 | 200,000 | 0 | 0 | 0 | 11,118 | 309,118 | | Barry Diller(3) | 66,000 | 120,000 | 0 | 0 | 0 | 3,682 | 189,682 | | Carolyn Everson | 100,000 | 200,000 | 0 | 0 | 0 | 21,719 | 321,719 | | Helene D. Gayle(3) | 105,000 | 200,000 | 0 | 0 | 0 | 17,949 | 322,949 | | Thomas S. Gayner | 90,000 | 200,000 | 0 | 0 | 0 | 4,279 | 294,279 | | Alexis M. Herman(3) | 54,000 | 120,000 | 0 | 0 | 0 | 29,197 | 203,197 | | Maria Elena Lagomasino | 120,000 | 200,000 | 0 | 0 | 0 | 14,256 | 334,256 | | Amity Millhiser | 102,000 | 200,000 | 0 | 0 | 0 | 3,679 | 305,679 | | Caroline J. Tsay | 90,000 | 200,000 | 0 | 0 | 0 | 6,312 | 296,312 | | David B. Weinberg | 120,000 | 200,000 | 0 | 0 | 0 | 1,994 | 321,994 |
2024 Director Compensation Table
| (1) Mr. Quincey is a Company employee and therefore receives no compensation under the Directors’ Plan. |
2024 Director Compensation Table
| (2) Ms. Bajaria joined the Board on October 17, 2024. Therefore, the information reflects her service on the Board following such appointment. |
2024 Director Compensation Table
| (3) Ms. Herman and Messrs. Bolland and Diller retired from the Board effective August 1, 2024. Ms. Gayle retired from the Board effective December 13, 2024. Therefore, the information reflects their service on the Board through their retirement date. |
DIRECTORS AND EXECUTIVE OFFICERS
DIRECTORS AND EXECUTIVE OFFICERS The following table sets forth information regarding beneficial ownership of Common Stock by each Director, each individual named in the 2024 Summary Compensation Table on page 64, and our Directors and executive officers as a group, all as of March 3, 2025. Unless otherwise noted, voting power and investment power in Common Stock are exercisable solely by the named person.
DIRECTORS AND EXECUTIVE OFFICERS
| | Aggregate | Percent of | | | | Number of Shares | Outstanding | | | Name | Beneficially Owned | Shares(1) | Additional Information | | Herb Allen | 19,282,444 | * | Includes 99,054 shares held by Allen & Company LLC, 6,000,000 shares held by Allen & Company Incorporated over which Mr. Allen has sole voting power, 13,000,000 shares held by two family members over which Mr. Allen has sole voting power, 780 shares held by a family trust of which Mr. Allen is one of two trustees and 20,000 shares held by a foundation of which Mr. Allen is one of two directors. Does not include 13,498 share units deferred under the Directors’ Plan, which are settled in cash. | | Bela Bajaria | 2,100 | * | Shares held by family trust of which Ms. Bajaria is one of two trustees. Does not include 1,322 share units deferred under the Directors’ Plan, which are settled in cash. | | Ana Botín | 2,500 | * | Shares held by a Spanish limited company of which Ms. Botín and her husband are the indirect beneficial owners. Does not include 74,472 share units deferred under the Directors’ Plan, which are settled in cash. | | Christopher C. Davis | 20,000 | * | Does not include 40,139 share units deferred under the Directors’ Plan, which are settled in cash. | | Carolyn Everson | 1,582 | * | Does not include 8,874 share units deferred under the Directors’ Plan, which are settled in cash. | | Thomas S. Gayner | 5,200 | * | Does not include 6,925 share units deferred under the Directors’ Plan, which are settled in cash. | | Maria Elena Lagomasino | 23,631 | * | Does not include 115,775 share units deferred under the Directors’ Plan, which are settled in cash. | | Amity Millhiser | 400 | * | Shares held by a living trust of which Ms. Millhiser is sole trustee. Does not include 7,140 share units deferred under the Directors’ Plan, which are settled in cash. | | Caroline J. Tsay | 1,104 | * | Shares held by a living trust of which Ms. Tsay is sole trustee. Does not include 30,271 share units deferred under the Directors’ Plan, which are settled in cash. | | David B. Weinberg | 9,283,373 | * | Includes 1,716,710 shares held by family members over which Mr. Weinberg has sole dispositive power. Also includes 3,000,000 shares held by three family trusts, of which Mr. Weinberg is a current or contingent remainder beneficiary and one of three trustees but over which he also has sole dispositive power. Also includes 12,000 shares held by a family trust, of which Mr. Weinberg is neither a trustee nor a beneficiary but over which he has sole dispositive power. Also includes 3,540,000 shares held by two family limited partnerships, over which Mr. Weinberg has sole investment control and shares beneficial ownership interest. Also includes 115,852 shares held by two foundations, over which Mr. Weinberg shares investment power with other family members but over which he also has sole dispositive power, and 170,909 shares held by two foundations, over which other family members have investment power but over which Mr. Weinberg also has sole dispositive power. Does not include 66,904 share units deferred under the Directors’ Plan, which are settled in cash. | | James Quincey | 4,099,518 | * | Includes 44,678 shares held by a family member, 200 shares of restricted stock, 8,065 shares credited to Mr. Quincey under The Coca-Cola Company 401(k) Plan (the “401(k) Plan”) and 3,704,229 shares that may be acquired upon the exercise of options, which are presently exercisable or that will become exercisable on or before May 2, 2025. Does not include 30,582 share units credited under The Coca-Cola Company Supplemental 401(k) Plan (the “Supplemental 401(k) Plan”), which are settled in cash post employment. | | John Murphy | 1,578,254 | * | Includes 107,400 shares held in a trust, 2,407 shares held by a family member, 200 shares of restricted stock, 921 shares credited to Mr. Murphy under the 401(k) Plan and 1,212,108 shares that may be acquired upon the exercise of options, which are presently exercisable or that will become exercisable on or before May 2, 2025. Does not include 6,713 share units credited under the Supplemental 401(k) Plan, which are settled in cash post employment. | | Manuel Arroyo | 848,310 | * | Includes 650,554 shares that may be acquired upon the exercise of options, which are presently exercisable or that will become exercisable on or before May 2, 2025. | | Henrique Braun | 519,529 | * | Includes 12,931 shares credited to Mr. Braun under the 401(k) Plan and 428,855 shares that may be acquired upon the exercise of options, which are presently exercisable or that will become exercisable on or before May 2, 2025. Does not include 7,440 share units credited under the Supplemental 401(k) Plan, which are settled in cash post employment. | | Jennifer Mann | 525,029 | * | Includes 7,919 shares credited to Ms. Mann under the 401(k) Plan and 339,846 shares that may be acquired upon the exercise of options, which are presently exercisable or that will become exercisable on or before May 2, 2025. Does not include 7,408 share units credited under the Supplemental 401(k) Plan, which are settled in cash post employment. | | All Directors and executive officers as a group (21 persons) | 38,672,662 | * | Includes 600 shares of restricted stock, 69,907 shares credited under the 401(k) Plan and 7,937,030 shares that may be acquired upon the exercise of options, which are presently exercisable or that will become exercisable on or before May 2, 2025. Does not include 81,373 share units credited under the Supplemental 401(k) Plan and 365,320 share units deferred under the Directors’ Plan, all of which will be settled in cash. |
DIRECTORS AND EXECUTIVE OFFICERS
| * Less than 1% of outstanding shares of Common Stock. |
DIRECTORS AND EXECUTIVE OFFICERS
| (1) Share units credited under the Directors’ Plan and the Supplemental 401(k) Plan are not included as outstanding shares in calculating these percentages. |
DIRECTORS AND EXECUTIVE OFFICERS
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DIRECTORS AND EXECUTIVE OFFICERS
| Company Overview | Voting Roadmap | Governance | Share Ownership | Compensation | Audit Matters | Shareowner Proposals | Annexes |
2024 Pay for Performance
2024 Pay for Performance Historically, our philosophy in determining appropriate annual incentive targets has been to set targets at the midpoint of the Company’s publicly stated long-term growth plan, to create alignment between what we have committed to our shareowners and what we expect our executives to deliver. In February 2024, given the anticipated inflationary environment, the Committee reviewed the midpoint and range of the long-term growth plan and determined to set annual incentive targets above that range. As shown in the charts below, performance as measured under our annual incentive program exceeded our long-term growth plan and the targets we set, which accordingly resulted in above-target annual incentive payouts for our executives. *Organic revenues is a non-GAAP financial measure that excludes or has otherwise been adjusted for the impact of acquisitions, divestitures and structural changes, as applicable, and the impact of fluctuations in foreign currency exchange rates. Organic revenue (non-GAAP) growth is referred to as “net operating revenue growth” in our annual incentive program. Comparable currency neutral operating income is a non-GAAP financial measure that excludes or has otherwise been adjusted for items impacting comparability and the impact of fluctuations in foreign currency exchange rates. Comparable currency neutral operating income (non-GAAP) growth, further adjusted for structural changes, is referred to as “operating income growth” in our annual incentive program. These further structural adjustments to comparable currency neutral operating income (non-GAAP) growth resulted in 18% growth as measured under the annual incentive program for “operating income growth.” See Annex C on page 113 for reconciliations of non-GAAP financial measures to our results as reported under GAAP. For more information on the non-GAAP financial measures chosen by the Committee for our Named Executive Officers’ compensation programs, see page 52.
2024 Pay for Performance
| With respect to our long-term incentives, performance as measured under our 2022-2024 PSU program reflects the momentum the Company has been building over the past several years. The financial measures in the PSU program all performed above the maximum performance level, partially offset by performance of our sustainability measures. Accordingly, the 2022-2024 PSU program resulted in an above-target payout. |
2024 Pay for Performance
| Returns to Shareowners | | The Company remains focused on achieving long-term earnings per share growth. In 2024, EPS reached $2.46, representing an increase of approximately 19% compared to the 2019 EPS of $2.07. In February 2025, we announced a 5.2% increase in our dividend per share of Common Stock, which is the Company’s 63rd consecutive annual increase. As shown below, we have accelerated dividend growth over the past several years. |
2024 Pay for Performance
| 2024 Compensation Outcomes | | | The Committee is accountable for making decisions about executive compensation that are in the best long-term interests of our shareowners. We strive to achieve this through adherence to the Company’s compensation philosophy and core principles and by carefully considering feedback received from shareowners to continually enhance our compensation programs. In 2024, 94% of our CEO’s total direct compensation and 87% of the other Named Executive Officers’ total direct compensation, on average, was performance-based. The adjacent charts show the breakdown of the elements of total direct compensation for our Named Executive Officers in 2024. | |
Talent and Compensation Committee Year-Round Process
| · | Annual incentive awards reported for 2024 were decided in February 2025 and reflect performance throughout 2024 against targets and goals set in February 2024; and |
Talent and Compensation Committee Year-Round Process
| · | Long-term incentive awards reported for 2024 were granted in February 2024, with vesting over a three- to four-year period, and are designed to incentivize and reward the individual’s potential to drive future growth for the Company. |
Annual Incentive Compensation
Annual Incentive Compensation Annual cash incentives are determined under the Annual Incentive Plan and are designed to reward annual performance and individual contributions that support business results and strategy. Awards for our Named Executive Officers are determined based on a formula with predefined financial and non-financial measures (such measures, together, the “Business Performance Factor”), aligned with the Company’s long-term growth strategy, as well as each executive’s individual performance (“Individual Performance Amount”).
Business Performance Factor
Business Performance Factor Actual awards under the Annual Incentive Plan for the Named Executive Officers are primarily driven by the Business Performance Factor, which follows a formulaic calculation utilizing financial performance targets and non-financial goals determined at the outset of the performance period. The Committee selects financial performance measures and targets that it believes are consistent with the Company’s strategic goals and which are designed to be challenging but achievable. For 2024, the Committee selected net operating revenue growth and operating income growth as the financial performance measures for the Business Performance Factor. Historically, our philosophy in determining appropriate annual incentive targets has been to set targets at the midpoint of the Company’s publicly stated long-term growth plan of 4% to 6% for organic revenue (non-GAAP) growth and 6% to 8% for comparable currency neutral operating income (non-GAAP) growth. This aligns our compensation programs to our investors’ growth and value creation expectations. The Committee set annual incentive targets above the Company’s long-term growth plan in light of the impact of the expected 2024 inflationary environment. Throughout the year, the Committee monitored the impact of inflation and other external influences to help ensure our annual incentive results reflected the results of our business and remained aligned to the value delivered to our shareowners. After review, the Committee determined the annual incentive targets set at the beginning of 2024 were appropriate and no adjustments were necessary. The Committee also determined to include certain non-financial goals in the Business Performance Factor for our executive officers, including the Named Executive Officers, to incentivize their inclusion-focused efforts. These non-financial goals accounted for 10% of the Business Performance Factor and were based on predefined qualitative and quantitative components (the “Inclusion Components”). These Inclusion Components were designed to foster the design and implementation of sustainable inclusion-focused strategies and to support efforts toward the Company’s talent aspirations.
Business Performance Factor
| ** Net operating revenue growth, as outlined in our annual incentive program, is organic, which is a non-GAAP financial measure that excludes or has otherwise been adjusted for the impact of acquisitions, divestitures and structural changes, as applicable, and the impact of fluctuations in foreign currency exchange rates. Operating income growth, as outlined in our annual incentive program, is comparable currency neutral (adjusted for structural changes), which is a non-GAAP financial measure that excludes or has otherwise been adjusted to account for items impacting comparability, the impact of fluctuations in foreign currency exchange rates, and the impact of structural changes, as applicable. Items impacting comparability include asset impairments, transaction gains/losses, restructuring, other items, and certain tax matters. Structural changes generally refer to acquisitions and divestitures of bottling operations, including the impact of intercompany transactions among our operating segments. Operating income growth of 18%, as measured under our annual incentive program, differs from comparable currency neutral operating income (non-GAAP) growth of 16% (see page 47) due to adjustments for these structural changes. Using these adjusted measures of net operating revenue growth and operating income growth is appropriate because they provide a more consistent comparison against the prior year. |
Individual Performance Amount
Individual Performance Amount For the Individual Performance Amount, the Committee considers each Named Executive Officer’s individual contributions to overall Company results and operational measures, achievement of key strategic objectives and contributions toward evolving the Company’s organization and culture. An Individual Performance Amount may be awarded based on an assessment of an executive’s individual performance throughout the year, as guided by the individual’s scorecard. The scorecard provides a framework to clearly define specific action items in support of the Company’s key objectives: win more consumers; gain market share; maintain strong system economics; strengthen stakeholder impact; and equip the organization to win. The maximum percentage of an individual’s target award that could have been awarded for individual performance in 2024 was 30%. In 2024, the Committee determined to award an Individual Performance Amount of 10% to both Mr. Braun and Ms. Mann to recognize their exceptional contributions throughout the year. Contributions that resulted in the 10% individual performance amount for Mr. Braun included driving growth in volume, revenue, market share and transactions across critical markets; leading initiatives to create strategic alignment with Coca-Cola system partners; driving digital scale across the operating units; and championing the Company’s talent agenda through franchise leadership priorities. Contributions that resulted in the 10% individual performance amount for Ms. Mann included delivering strong business results for the NAOU while maintaining a focus on sustainable growth and gaining market share; accelerating system alignment with key bottlers, which led to improvements in execution and customer experience; and driving a culture of continuous learning by delivering capability solutions across the NAOU. Other than Mr. Braun and Ms. Mann, no other Named Executive Officer received an Individual Performance Amount for 2024.
Long-Term Incentive Compensation
Long-Term Incentive Compensation The Company’s long-term incentive compensation programs are designed to reward performance over the longer term and align the interests of employees with those of shareowners. The vast majority of these awards are performance-based. In 2024, all long-term incentive awards were equity-based for our Named Executive Officers.
Long-Term Incentive Awards: Amounts and Performance Measures
Long-Term Incentive Awards: Amounts and Performance Measures The Committee sets award ranges for long-term incentive compensation at the executive officer level. In 2024, the ranges were informed by surveys and the pay practices of our compensation comparator group. The Committee does not target a specific percentile ranking against our compensation comparator group and may grant long-term incentive awards at the higher end of the range for a variety of factors, including individual performance and to reflect support of the larger Coca-Cola system. Once the value of the 2024 long-term incentive award was determined, the Committee granted the long-term incentive award to our executive officers as a combination of PSUs, with a three-year performance and vesting period, and stock options, with a four-year pro rata vesting period. The Committee determined that PSUs and stock options, rather than RSUs, were the most appropriate equity vehicles for our executive officers, as they put a greater portion of total compensation at risk if the Company does not deliver growth to its shareowners. Due to the rules governing how the grant date fair value of long-term incentive awards must be calculated for GAAP purposes, the 2024 Summary Compensation Table may not reflect the same PSU and stock option values described below.
How PSU Amounts and Targets Were Determined
How PSU Amounts and Targets Were Determined
How PSU Amounts and Targets Were Determined
| ● | To determine the number of PSUs awarded, the target dollar value of the grant was divided by a 30-day average closing stock price. |
How PSU Amounts and Targets Were Determined
| ● | For PSU awards granted in 2024, performance measures were weighted 30% for net operating revenue growth, 30% for EPS growth, 30% for free cash flow and 10% for achievement of certain environmental sustainability measures. |
How PSU Amounts and Targets Were Determined
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How PSU Amounts and Targets Were Determined
| Company Overview | Voting Roadmap | Governance | Share Ownership | Compensation | Audit Matters | Shareowner Proposals | Annexes |
How PSU Amounts and Targets Were Determined
| ● | The financial performance targets were derived from our long-term growth plan and were set by the Committee after a detailed review, which included benchmarking performance and evaluating the practices of compensation comparator companies. |
How PSU Amounts and Targets Were Determined
| ● | The environmental sustainability component of the 2024 PSU awards was equally weighted based upon the achievement of predefined goals related to the Company’s packaging strategy (global rPET usage rate) and its water security strategy (watershed leadership locations replenishment rate) in place at the time of grant. |
How PSU Amounts and Targets Were Determined
| ● | For PSU awards granted in 2024, participants would receive 50% of the award at the threshold level of performance per measure, 100% of the award at the target level of performance per measure and 200% of the award at the maximum level of performance per measure, prior to application of the relative TSR modifier. |
PSU Relative TSR Modifier
PSU Relative TSR Modifier
PSU Relative TSR Modifier
| ● | The number of shares earned from PSU awards will be reduced or increased if TSR over the performance period, relative to a predefined TSR comparator group, falls outside of a predefined range. Specifically, after the performance results are certified, the award will be modified up or down as shown in the table below, if applicable. |
PSU Relative TSR Modifier
| ● | For awards granted prior to 2023, the TSR comparator group was aligned with our compensation comparator group. For awards granted in 2023 and after, the TSR comparator group is comprised of the companies listed in the S&P 500 Consumer Staples Index. |
PSU Relative TSR Modifier
| ● | If there is no change to the PSU payout because the relative TSR modifier is not applicable, PSU payouts can range from 0% to 200%. If the threshold level or greater is achieved for each of the performance measures, and if the relative TSR modifier is applicable, PSU payouts can range from 38% to 250%. |
How Stock Option Award Amounts Were Determined
How Stock Option Award Amounts Were Determined
How Stock Option Award Amounts Were Determined
| ● | When determining the number of stock options awarded, a Black-Scholes value is calculated, and floor and ceiling “guardrails” are then calculated based on a 30-day average closing stock price. These guardrails help manage our burn rate and mitigate against excessively high or low Black-Scholes values. |
How Stock Option Award Amounts Were Determined
| ● | For stock option grants in 2024, our floor guardrail, which valued options at 20% of the 30-day average closing stock price, was used to determine the number of stock options to grant by dividing the target dollar value for the grant by this guardrail value. This resulted in significantly fewer stock options being granted than would have been granted using a pure Black-Scholes model. |
2024 Long-Term Incentive Awards
2024 Long-Term Incentive Awards The Committee approved the following long-term incentive awards for the Named Executive Officers in February 2024. For Messrs. Quincey and Murphy, the Committee allocated the value of the long-term incentive awards equally between PSUs and stock options. All other employees eligible for long-term incentive awards, including Messrs. Arroyo and Braun and Ms. Mann, were given the opportunity to elect the allocation of their long-term incentive award within predefined parameters. In line with their respective elections, the Committee allocated the value of the long-term incentive awards for Mr. Arroyo as 2/3 PSUs and 1/3 stock options, and equally between PSUs and stock options for Mr. Braun and Ms. Mann.
2024 Long-Term Incentive Awards
| | | 2024‑2026 | | | | 2024 Long-Term | Performance | | | | Incentive Award | Share Units | Options | | Name | ($) | (#) | (#) | | Mr. Quincey | $18,137,304 | 167,087 | 835,436 | | Mr. Murphy | 5,894,611 | 54,303 | 271,517 | | Mr. Arroyo | 3,230,044 | 38,983 | 97,487 | | Mr. Braun | 3,174,012 | 29,240 | 146,201 | | Ms. Mann | 2,493,848 | 22,974 | 114,872 |
2024 Long-Term Incentive Awards
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2024 Long-Term Incentive Awards
| Company Overview | Voting Roadmap | Governance | Share Ownership | Compensation | Audit Matters | Shareowner Proposals | Annexes |
Status of PSU Programs
Status of PSU Programs
2022-2024 PSUs (1) (2) (3) (4) (5)
2022-2024 PSUs (1) (2) (3) (4) (5)
2022-2024 PSUs (1) (2) (3) (4) (5)
| Weighting | Measure | Threshold (50% earned) | Target (100% earned) | Maximum (200% earned) | Status (as of December 31, 2024) | | | Compound Annual Growth in Net Operating Revenues | 3.0% | 5.0% | 7.0% | ● Net operating revenue compound annual growth, EPS compound annual growth and cumulative free cash flow were each above the maximum performance level. ● Packaging was below the threshold performance level. Water was above the maximum performance level. ● The relative TSR modifier was not triggered up or down, as total shareowner return was above the 25th percentile but below the 75th percentile. ● Final payout was certified in February 2025 at 190% based on Company performance. | | 30% | | | | | | | | Compound Annual Growth in EPS | 6.0% | 8.0% | 10.0% | | | 30% | | | | | | | | Cumulative Free Cash Flow (in billions) | $26.6 | $30.6 | $34.6 | | | 30% | | | | | | | | Packaging: Global rPET Usage Rate | 21.0% | 25.0% | 30.0% | | | 5% | | | | | | | | Water: Watershed Leadership Locations Replenishment Rate | 65.0% | 70.0% | 76.0% | | | 5% | | | | | |
2023-2025 PSUs
2023-2025 PSUs (1) (2) (3) (4) (5)
2023-2025 PSUs
| Weighting | Measure | Threshold (50% earned) | Target (100% earned) | Maximum (200% earned) | Status (as of December 31, 2024) | | | Compound Annual Growth in Net Operating Revenues | 3.0% | 5.0% | 7.0% | ● Payout is projected to be above target. ● Company performance over the remaning year of the performance period will determine the number of shares earned, if any. ● Results will be certified in February 2026, including applying the relative TSR modifier, if applicable. | | 30% | | | | | | | | Compound Annual Growth in EPS | 6.0% | 8.0% | 10.0% | | | 30% | | | | | | | | Cumulative Free Cash Flow (in billions) | $26.2 | $30.2 | $34.2 | | | 30% | | | | | | | | Packaging: Global rPET Usage Rate | 22.5% | 26.5% | 31.0% | | | 5% | | | | | | | | Water: Watershed Leadership Locations Replenishment Rate | 89.1% | 95.0% | 105.1% | | | 5% | | | | | |
2023-2025 PSUs
| The Coca-Cola Company | 56 | 2025 Proxy Statement |
2023-2025 PSUs
| Company Overview | Voting Roadmap | Governance | Share Ownership | Compensation | Audit Matters | Shareowner Proposals | Annexes |
2024-2026 PSUs
2024-2026 PSUs (1) (2) (3) (4) (5)
2024-2026 PSUs
| Weighting | Measure | Threshold (50% earned) | Target (100% earned) | Maximum (200% earned) | Status (as of December 31, 2024) | | | Compound Annual Growth in Net Operating Revenues | 3.0% | 5.0% | 7.0% | ● Payout is projected to be above target. ● Company performance over the remaining two years of the performance period will determine the number of shares earned, if any. ● Results will be certified in February 2027, including applying the relative TSR modifier, if applicable. | | 30% | | | | | | | | Compound Annual Growth in EPS | 6.0% | 8.0% | 10.0% | | | 30% | | | | | | | | Cumulative Free Cash Flow (in billions) | $28.9 | $32.9 | $36.9 | | | 30% | | | | | | | | Packaging: Global rPET Usage Rate | 23.5% | 27.5% | 32.0% | | | 5% | | | | | | | | Water: Watershed Leadership Locations Replenishment Rate | 100.0% | 110.0% | 115.1% | | | 5% | | | | | |
2024-2026 PSUs
| (1) Participants receive 50% of the award at the threshold level of performance per measure, 100% of the award at the target level of performance per measure and 200% of the award at the maximum level of performance per measure before the application of the TSR modifier. Results are rounded, and the number of shares is extrapolated on a linear basis between performance levels for the net operating revenue growth, EPS growth and cumulative free cash flow performance measures. For the environmental sustainability performance measures, results are rounded, and the number of shares is not extrapolated between performance levels. |
2024-2026 PSUs
| (2) The PSU program provides for comparable currency neutral net operating revenue (non-GAAP) growth to be based on a three-year compound annual growth target tied to Company performance. This measure differs from net operating revenue growth reported under GAAP, primarily due to the impact of currency and items impacting comparability. The calculation of comparable currency neutral net operating revenue (non-GAAP) growth for the 2022-2024 period was adjusted, and the 2023-2025 and 2024-2026 periods will be adjusted, to exclude acquisitions, divestitures and structural changes that are significant to the Company as a whole, if applicable. The 2023-2025 and 2024-2026 periods will also be adjusted to exclude the impact of accounting changes, if applicable, and for any unusual items that are significant to the Company as a whole that are approved by the Committee, if applicable. |
2024-2026 PSUs
| (3) The PSU program provides for comparable currency neutral EPS (non-GAAP) growth to be based on a three-year compound annual growth target tied to Company performance. This measure differs from EPS reported under GAAP, primarily due to the impact of currency and items impacting comparability. The calculation of comparable currency neutral EPS (non-GAAP) growth for the 2022-2024 period was adjusted, and the 2023-2025 and 2024-2026 periods will be adjusted, to exclude acquisitions, divestitures and structural changes that are significant to the Company as a whole and impacts resulting from the application of the tax court rulings and/or settlements arising from the Statutory Notice of Deficiency from the IRS received on September 17, 2015 (the “2015 Notice of Deficiency”), if applicable. The 2023-2025 and 2024-2026 periods will also be adjusted to exclude the impact of accounting changes, if applicable, and for any unusual items that are significant to the Company as a whole that are approved by the Committee, if applicable. |
2024-2026 PSUs
| (4) The PSU program provides for free cash flow (non-GAAP) to be based on a cumulative three-year absolute target amount tied to Company performance. Free cash flow is a non-GAAP financial measure that represents net cash provided by operating activities less purchases of property, plant and equipment. The net income component of net cash provided by operating activities for the 2022-2024 period was adjusted, and the 2023-2025 and 2024-2026 periods will be adjusted, for the impact of currency. Free cash flow (non-GAAP) for the 2022-2024 period was adjusted, and the 2023-2025 and 2024-2026 periods will be adjusted, to exclude acquisitions, divestitures and structural changes that are significant to the Company as a whole and impacts resulting from the application of the tax court rulings and/or settlements arising from the 2015 Notice of Deficiency, if applicable. The 2023-2025 and 2024-2026 periods will be adjusted for the impact of accounting changes and certain cash payments for pension plan contributions, if applicable, and for any unusual items that are significant to the Company as a whole that are approved by the Committee, if applicable. The free cash flow (non-GAAP) target for the 2023-2025 period reflects the impact of significantly higher annual transition tax payments required by the 2017 Tax Cuts and Jobs Act as compared to the annual transition tax payments included in the targets for the 2022-2024 and 2024-2026 periods. See Part II, “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Note 15 to the Company’s consolidated financial statements in the Form 10-K for more information. |
2024-2026 PSUs
| (5) The PSU program provides for the environmental sustainability performance measure to be equally weighted based on the achievement of predefined goals related to the Company’s water security strategy (watershed leadership locations replenishment rate) and its packaging strategy (global rPET usage rate), both of which strategies were in place for the 2022-2024 period and are expected to be in place for the remainder of the 2023-2025 and 2024-2026 periods. “Watershed leadership locations replenishment rate” is the ratio of replenish project volumetric benefits (located within “leadership locations” minors basins and/or their water supply watersheds) divided by the replenishment required in the “leadership locations” (its total water use less its beneficial wastewater discharge). “Leadership locations” or “high-risk locations” is a Company designation for locations of Coca-Cola system manufacturing facilities that satisfy the criteria of a water risk assessment. “Global rPET usage rate” is defined as the percent of rPET (recycled polyethylene terephthalate) procured for use in our global primary consumer PET packaging (non-refillable PET bottles and refillable PET bottles). The environmental sustainability calculations for the 2022-2024 period were adjusted, and the 2023-2025 and 2024-2026 periods will be adjusted, to exclude acquisitions, divestitures and structural changes that are significant to the Company as a whole, if applicable. The 2023-2025 and 2024-2026 periods will also be adjusted for any unusual items that are significant to the Company as a whole that are approved by the Committee, if applicable. |
2024-2026 PSUs
| The Coca-Cola Company | 57 | 2025 Proxy Statement |
2024-2026 PSUs
| Company Overview | Voting Roadmap | Governance | Share Ownership | Compensation | Audit Matters | Shareowner Proposals | Annexes |
Other Long-Term Incentive Awards
Other Long-Term Incentive Awards The vast majority of equity awards are granted as part of the long-term incentive awards in February of each year; however, the Committee may, during the course of the year, determine to grant additional equity awards, which typically have been limited and in the form of time-based RSUs or performance-based awards. From time to time, we establish additional performance-based programs related to specific performance goals to motivate and reward for specific initiatives. No Named Executive Officer received such an award in 2024.
Policies and Practices Related to the Grant of Certain Equity Awards
Policies and Practices Related to the Grant of Certain Equity Awards The Company grants equity awards, including stock options. Neither the Board of Directors nor the Talent and Compensation Committee takes material nonpublic information into account when determining the timing or terms of equity awards, nor does the Company time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.
2024 Equity Scorecard
| Category | 2024 | | Actual Burn Rate The total number of shares underlying equity awards granted in the year, as a percentage of Common Stock outstanding. | 0.13% | | Actual Dilution A measure of how much the equity issued to employees reduces the value of existing shares.(1) | 0.14% | | Overhang The total number of shares underlying equity awards already granted from the 2024 Equity Plan and other plans in place prior to adoption of the 2024 Equity Plan, plus those available for future grants, on a fully diluted basis. | 6.10% |
Compensation Comparator Group
Compensation Comparator Group We use a comparator group of companies when making certain compensation decisions. This comparator group is used as a reference point, but compensation paid at other companies is only one factor in the decision-making process. As noted above, our employees operate in the much larger Coca-Cola system, but when comparing size with comparator companies, we utilize only the net operating revenues and market capitalization of the Company. We routinely review the selection criteria and companies in our comparator group. For 2024, in collaboration with the Committee’s compensation consultant, Meridian Compensation Partners, LLC (“Meridian”), the Committee concluded that no adjustments were necessary to the comparator group. The table below shows our criteria for choosing the compensation comparator group and how such group is used.
Compensation Comparator Group
| HOW WE CHOSE THE COMPENSATION COMPARATOR GROUP | HOW WE USE THE COMPENSATION COMPARATOR GROUP* | 2024 COMPENSATION COMPARATOR GROUP | | ● Comparable size to the Company based on net operating revenues and market capitalization ● Major global presence with sales and operations outside of the United States ● Large consumer products business ● Market-leading brands or category positions as defined by Interbrand ● Financially strong companies ● Available compensation data | ● As an input in developing base salary ranges, annual incentive targets and long-term incentive award ranges ● To evaluate share utilization by reviewing overhang levels and annual burn rate ● To benchmark the form, mix and design of equity incentives awarded to employees ● To benchmark share ownership guidelines ● To assess the competitiveness of total direct compensation awarded to executive officers ● To assess talent and recruitment practices ● To compare Company performance and validate whether executive compensation programs are aligned with Company performance ● As an input in designing compensation plans, benefits and perquisites | ● Abbott Laboratories ● Archer-Daniels-Midland Company ● Colgate-Palmolive Company ● Danone S.A. ● Intel Corporation ● Johnson & Johnson ● Kimberly-Clark Corporation ● The Kraft Heinz Company ● McDonald’s Corporation ● Mondelēz International, Inc. ● Nestlé S.A. ● NIKE, Inc. ● PepsiCo, Inc. ● Pfizer Inc. ● Philip Morris International Inc. ● The Procter & Gamble Company ● Starbucks Corporation ● Unilever PLC |
Compensation Comparator Group
| * Since some of the comparator group companies are not U.S.-based, a subgroup of the companies may be used for some purposes when data is not publicly available for the non-U.S.-based companies. |
Role of the Compensation Consultant
Role of the Compensation Consultant
Compensation Consultant Independence
Compensation Consultant Independence The Committee is authorized by its charter to employ independent compensation consultants and other advisors. In 2024, the Committee engaged Meridian to serve as its independent consultant with respect to executive compensation programs. Meridian reports directly to the Committee. In accordance with the Committee’s Independent Compensation Consultant Policy (the “ICC Policy”), prior to the retention of a compensation consultant (or any other external advisor), and annually thereafter, the Committee assesses the independence of the compensation consultant. Under the ICC Policy, a consultant is considered independent if:
Compensation Consultant Independence
| ● | The individual consultant and any consulting firm or organization that employs the consultant are independent of the Company; |
Compensation Consultant Independence
| ● | The individual consultant does not provide services or products of any kind to the Company or its affiliates or to their management, other than in its capacity as an advisor to the Board and its committees; and |
Compensation Consultant Independence
| ● | The consulting firm or individual consultant does not provide any other services to the Company without the prior written consent of the Committee. |
Compensation Consultant Independence
| The Coca-Cola Company | 60 | 2025 Proxy Statement |
Compensation Consultant Independence
| Company Overview | Voting Roadmap | Governance | Share Ownership | Compensation | Audit Matters | Shareowner Proposals | Annexes |
Compensation Consultant Independence
The Committee assessed Meridian’s independence under the ICC Policy, including considering the following factors specified in the NYSE listing standards: (i) the provision of other services by the consulting firm to the Company; (ii) the amount of fees paid as a percentage of the total revenue of the consulting firm; (iii) the policies and procedures of the consulting firm that are designed to prevent conflicts of interest; (iv) any business or personal relationship of the consultant with a member of the Committee; (v) any stock of the Company owned by the consultant; and (vi) any business or personal relationship of the consultant or consulting firm with an executive officer of the Company. Meridian provided the Committee with confirmation of its independent status under the ICC Policy. Based on this evaluation, the Committee has determined that Meridian met the criteria for independence.
Compensation Consultant Independence
| Compensation Consultant Duties ● Reports directly to the Committee with regular interface with the Committee Chair ● Attends all meetings of the Committee, including executive sessions without management present ● Reviews the Company’s executive compensation strategy and programs to ensure appropriateness and market competitiveness ● Provides research, data analyses, survey information and design expertise in developing compensation programs for executives and incentive programs for eligible employees ● Regularly updates the Committee on market trends, changing practices, and legislation pertaining to executive compensation and benefits ● Advises the Committee on the appropriate comparator group for compensation and benefit programs |
Risk Considerations
| ● | The Company’s incentive compensation programs contain appropriate risk mitigation features, including award caps, multiple performance measures, clawback features and ranges of awards. In addition, the share ownership and retention guidelines mitigate risk. |
Risk Considerations
| ● | In 2024, the Company conducted, and both the compensation consultant and the Committee reviewed, a global risk assessment of our compensation programs. The risk assessment included conducting a global inventory of incentive plans and programs and considered factors such as the plan measures, number of participants, maximum payments and risk mitigation factors. Management and the Committee do not believe that any of the Company’s compensation programs create risks that are reasonably likely to have a material adverse impact on the Company. As such, the Company did not make any material adjustments to its compensation policies and practices as a result of the global risk assessment. |
Share Retention Policy
| ● | Executive officers who have not yet met their share ownership objective must retain 50% of the shares (after paying taxes) obtained from option exercises or from the release of performance shares or restricted stock awards until the earlier of the date on which the share ownership objective is met or separation from the Company. |
Clawback Policy
| ● | In addition, under certain other circumstances, the Company’s incentive compensation, including equity compensation, is subject to recoupment. These clawback provisions apply while an individual is employed and, if an employee separates from employment, until the later of one year from separation and payment of the applicable compensation. These clawback provisions allow the Company to recoup payments if an employee or former employee engages in certain prohibited activities, which include violation of any Company policy (including the Company’s Code of Business Conduct), actions that result in reputational harm to the Company, disclosure of confidential information or trade secrets, acceptance of employment with competitors or solicitation of Company employees. These provisions apply regardless of whether these actions result in an accounting restatement. |
Change in Control
Change in Control
Change in Control
| ● | The Company has change in control provisions in its annual and long-term incentive plans and some of its retirement plans in which the Named Executive Officers participate. Equity plans include “double-trigger” change in control provisions. |
Change in Control
| ● | Change in control provisions apply equally to all plan participants. There are no special change in control agreements or arrangements with any of the Named Executive Officers, and we do not provide a tax gross-up for any change in control situation. |
Change in Control
| ● | The change in control provisions are intended to address the concern that, in the event the Company is considering a change in control transaction, the employees involved in considering the transaction might otherwise be motivated to act in their own interests rather than the interests of the shareowners. |
Change in Control
| ● | For a more detailed discussion of change in control provisions, see the Payments on Termination or Change in Control section beginning on page 72. |
2024 Summary Compensation Table
2024 Summary Compensation Table
2024 Summary Compensation Table
| | | | | | | | Change in | | | | | | | | | | | Pension | | | | | | | | | | | Value and | | | | | | | | | | Non-Equity | Nonqualified | | | | | | | | | | Incentive | Deferred | | | | | | | | Stock | Option | Plan | Compensation | All Other | | | | | Salary | Bonus | Awards | Awards | Compensation | Earnings | Compensation | Total | | Name and Principal Position(1) | Year | ($) | ($) | ($) | ($) | ($) | ($) | ($) | ($) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | | James Quincey | 2024 | $1,656,250 | $0 | $9,549,022 | $8,588,282 | $6,365,000 | $996,674 | $847,056 | $28,002,284 | | Chairman of the Board and | 2023 | 1,600,000 | 0 | 8,299,550 | 7,217,020 | 6,080,000 | 921,282 | 625,056 | 24,742,908 | | Chief Executive Officer | 2022 | 1,600,000 | 0 | 8,517,245 | 5,616,094 | 6,080,000 | 490,035 | 519,145 | 22,822,519 | | John Murphy | 2024 | 1,097,980 | 0 | 3,103,416 | 2,791,195 | 3,159,624 | 818,601 | 232,001 | 11,202,817 | | President and | 2023 | 1,055,750 | 0 | 3,227,606 | 2,806,614 | 3,038,100 | 725,785 | 272,290 | 11,126,145 | | Chief Financial Officer | 2022 | 961,062 | 0 | 2,839,082 | 1,872,029 | 2,556,094 | 640,083 | 187,962 | 9,056,312 | | Manuel Arroyo | 2024 | 717,168 | 0 | 2,227,878 | 1,002,166 | 1,719,809 | 299,775 | 7,117,056 | 13,083,852 | | Executive Vice President and | 2023 | 689,585 | 0 | 1,844,338 | 1,603,782 | 1,653,665 | 276,429 | 587,344 | 6,655,143 | | Global Chief Marketing Officer | 2022 | 664,625 | 0 | 3,096,885 | 1,021,310 | 1,590,063 | 264,214 | 714,076 | 7,351,173 | | Henrique Braun(2) | 2024 | 726,250 | 0 | 1,671,066 | 1,502,946 | 1,837,500 | 297,443 | 324,601 | 6,359,806 | | Executive Vice President and | 2023 | 700,000 | 0 | 1,613,831 | 1,403,312 | 1,662,500 | 321,024 | 1,246,446 | 6,947,113 | | President, International Development | | | | | | | | | | | Jennifer Mann(3) | 2024 | 723,060 | 0 | 1,312,964 | 1,180,884 | 1,460,160 | 183,736 | 110,252 | 4,971,056 | | Executive Vice President and | 2023 | 695,250 | 0 | 1,152,704 | 1,002,361 | 1,333,800 | 264,308 | 65,504 | 4,513,927 | | President, North America operating unit | | | | | | | | | |
2024 Summary Compensation Table
| (1) Principal position reflects position held as of December 31, 2024. |
2024 Summary Compensation Table
| (2) Effective January 1, 2025, Mr. Braun was promoted to the position of Executive Vice President and Chief Operating Officer. Compensation for Mr. Braun is provided only for 2024 and 2023 because he was not a Named Executive Officer for 2022. |
2024 Summary Compensation Table
| (3) Compensation for Ms. Mann is provided only for 2024 and 2023 because she was not a Named Executive Officer for 2022. |
Change in Pension Value and Nonqualified Deferred Compensation Earnings (Column (h))
Change in Pension Value and Nonqualified Deferred Compensation Earnings (Column (h)) The amounts reported for each year in the Change in Pension Value and Nonqualified Deferred Compensation Earnings column are comprised of changes in the actuarial present value of the accumulated pension benefits of each of the Named Executive Officers under the applicable pension plan during such year. Pension values may fluctuate significantly from year to year depending on a number of factors, including age, years of service, average annual earnings and the assumptions used to determine the present value, such as the discount rate. The assumptions used by the Company in calculating the change in pension value are described on page 71. The Company cautions that the values reported in the Change in Pension Value and Nonqualified Deferred Compensation Earnings column are theoretical, as those amounts are calculated pursuant to SEC requirements and are based on assumptions used in preparing the Company’s audited financial statements for the applicable fiscal years. The Company’s retirement plans utilize a different method of calculating actuarial present value for the purpose of determining a lump sum payment, if any. The change in pension value from year to year as reported in the table is subject to market volatility and may not represent the value that a Named Executive Officer will actually accrue or receive under the Company’s retirement plans during any given year. None of the Named Executive Officers received above-market or preferential earnings (as these terms are defined by the SEC) on their nonqualified deferred compensation accounts. The material provisions of the Company’s retirement plans and deferred compensation plans in which the Named Executive Officers participate are described in the Summary of Plans in Annex B beginning on page 110.
2024 Grants of Plan-Based Awards
2024 Grants of Plan-Based Awards
2024 Grants of Plan-Based Awards
| | | | | | | | | | Exercise | Closing | Grant Date | | | | | | | | | | All Other Option | or | Price | Fair | | | | Estimated Future Payouts Under | | | Estimated Future Payouts Under | | | Awards: Number | Base Price | on | Value of Stock | | | | Non-Equity Incentive Plan Awards | | | Equity Incentive Plan Awards | | | of Securities | of Option | Grant | and Option | | | | Threshold | Target | Maximum | Threshold | Target | Maximum | Underlying Options | Awards | Date | Awards | | Name | Grant Date | ($) | ($) | ($) | (#) | (#) | (#) | (#) | ($/Sh) | ($/Sh) | ($) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (j) | (k) | | (l) | | James Quincey | — | $0 | $3,350,000 | $6,700,000 | | | | | | | | | | 2/28/2024 | | | | 83,543 | 167,087 | 334,174 | | | | $9,549,022 | | | 2/28/2024 | | | | | | | 835,436 | $60.28 | $60.40 | 8,588,282 | | John Murphy | — | 0 | 1,662,960 | 3,325,920 | | | | | | | | | | 2/28/2024 | | | | 27,151 | 54,303 | 108,606 | | | | 3,103,416 | | | 2/28/2024 | | | | | | | 271,517 | 60.28 | 60.40 | 2,791,195 | | Manuel Arroyo | — | 0 | 905,163 | 1,810,326 | | | | | | | | | | 2/28/2024 | | | | 19,491 | 38,983 | 77,966 | | | | 2,227,878 | | | 2/28/2024 | | | | | | | 97,487 | 60.28 | 60.40 | 1,002,166 | | Henrique Braun | — | 0 | 918,750 | 1,837,500 | | | | | | | | | | 2/28/2024 | | | | 14,620 | 29,240 | 58,480 | | | | 1,671,066 | | | 2/28/2024 | | | | | | | 146,201 | 60.28 | 60.40 | 1,502,946 | | Jennifer Mann | — | 0 | 730,080 | 1,460,160 | | | | | | | | | | 2/28/2024 | | | | 11,487 | 22,974 | 45,948 | | | | 1,312,964 | | | 2/28/2024 | | | | | | | 114,872 | 60.28 | 60.40 | 1,180,884 |
2024 Outstanding Equity Awards at Fiscal Year-End
2024 Outstanding Equity Awards at Fiscal Year-End
2024 Outstanding Equity Awards at Fiscal Year-End
| | Option Awards | | | | Stock Awards | | | | | | | | | | | | Equity Incentive | Equity Incentive | | | | | | | | | Plan Awards: | Plan Awards: | | | Number of | Number of | | | Number of | Market Value | Number of | Market or Payout | | | Securities | Securities | | | Shares or | of Shares or | Unearned Shares, | Value of Unearned | | | Underlying | Underlying | Option | | Units of Stock | Units of Stock | Units or Other | Shares, Units or | | | Unexercised | Unexercised | Exercise | Option | That Have Not | That Have Not | Rights That Have | Other Rights That | | | Options (#) | Options (#) | Price | Expiration | Vested | Vested | Not Vested | Have Not Vested | | Name | Exercisable | Unexercisable | ($) | Date | (#) | ($) | (#) | ($) | | (a) | (b) | (c) | (e) | (f) | (g) | (h)* | (i) | (j)* | | James Quincey | 266,403(1) | | $43.5150 | 2/17/2026 | 259,310(10) | $16,144,641 | 627,548(11) | $39,071,138 | | | 337,824(2) | | 40.8900 | 2/15/2027 | | | | | | | 444,296(3) | | 44.4750 | 2/15/2028 | | | | | | | 527,087(4) | | 45.4350 | 2/21/2029 | | | | | | | 486,651(5) | | 59.4850 | 2/20/2030 | | | | | | | 415,947(6) | 138,650(6) | 50.4383 | 2/18/2031 | | | | | | | 341,196(7) | 341,197(7) | 61.3400 | 2/17/2032 | | | | | | | 183,359(8) | 550,078(8) | 60.0200 | 2/25/2033 | | | | | | | | 835,436(9) | 60.2750 | 2/28/2034 | | | | | | John Murphy | 38,751(1) | | 43.5150 | 2/17/2026 | 86,436(12) | 5,381,505 | 222,696(13) | 13,865,053 | | | 99,437(2) | | 40.8900 | 2/15/2027 | | | | | | | 152,483(3) | | 44.4750 | 2/15/2028 | | | | | | | 193,265(4) | | 45.4350 | 2/21/2029 | | | | | | | 162,217(5) | | 59.4850 | 2/20/2030 | | | | | | | 138,649(6) | 46,217(6) | 50.4383 | 2/18/2031 | | | | | | | 113,732(7) | 113,732(7) | 61.3400 | 2/17/2032 | | | | | | | 71,306(8) | 213,919(8) | 60.0200 | 2/25/2033 | | | | | | | | 271,517(9) | 60.2750 | 2/28/2034 | | | | | | Manuel Arroyo | 57,581(3) | | 44.4750 | 2/15/2028 | 94,285(14) | 5,870,184 | 143,160(15) | 8,913,142 | | | 115,959(4) | | 45.4350 | 2/21/2029 | | | | | | | 126,824(5) | | 59.4850 | 2/20/2030 | | | | | | | 113,440(6) | 37,814(6) | 50.4383 | 2/18/2031 | | | | | | | 62,048(7) | 62,048(7) | 61.3400 | 2/17/2032 | | | | | | | 40,746(8) | 122,240(8) | 60.0200 | 2/25/2033 | | | | | | | | 97,487(9) | 60.2750 | 2/28/2034 | | | | | | Henrique Braun | 50,545(1) | | 43.5150 | 2/17/2026 | 41,904(16) | 2,608,943 | 115,526(17) | 7,192,649 | | | 55,500(2) | | 40.8900 | 2/15/2027 | | | | | | | 38,387(3) | | 44.4750 | 2/15/2028 | | | | | | | 43,081(4) | | 45.4350 | 2/21/2029 | | | | | | | 38,342(5) | | 59.4850 | 2/20/2030 | | | | | | | 40,334(6) | 13,445(6) | 50.4383 | 2/18/2031 | | | | | | | 27,577(7) | 27,577(7) | 61.3400 | 2/17/2032 | | | | | | | 35,653(8) | 106,960(8) | 60.0200 | 2/25/2033 | | | | | | | | 146,201(9) | 60.2750 | 2/28/2034 | | | | | | Jennifer Mann | 80,820(4) | | 45.4350 | 2/21/2029 | 41,904(18) | 2,608,943 | 86,694(19) | 5,397,568 | | | 70,786(5) | | 59.4850 | 2/20/2030 | | | | | | | 50,418(6) | 16,806(6) | 50.4383 | 2/18/2031 | | | | | | | 27,577(7) | 27,577(7) | 61.3400 | 2/17/2032 | | | | | | | 25,466(8) | 76,400(8) | 60.0200 | 2/25/2033 | | | | | | | | 114,872(9) | 60.2750 | 2/28/2034 | | | | |
2024 Outstanding Equity Awards at Fiscal Year-End
| * Market values in columns (h) and (j) were determined by multiplying the number of shares of stock or units, as applicable, by $62.26, the closing price of Common Stock on December 31, 2024, the last trading day of the year. |
2024 Outstanding Equity Awards at Fiscal Year-End
| (1) These options were granted on February 18, 2016. The options vested 25% on the first, second, third and fourth anniversaries of the grant date. |
2024 Outstanding Equity Awards at Fiscal Year-End
| (2) These options were granted on February 16, 2017. The options vested 25% on the first, second, third and fourth anniversaries of the grant date. |
2024 Outstanding Equity Awards at Fiscal Year-End
| (3) These options were granted on February 15, 2018. The options vested 25% on the first, second, third and fourth anniversaries of the grant date. |
2024 Outstanding Equity Awards at Fiscal Year-End
| (4) These options were granted on February 21, 2019. The options vested 25% on the first, second, third and fourth anniversaries of the grant date. |
2024 Outstanding Equity Awards at Fiscal Year-End
| (5) These options were granted on February 20, 2020. The options vest 25% on the first, second, third and fourth anniversaries of the grant date. |
2024 Outstanding Equity Awards at Fiscal Year-End
| (6) These options were granted on February 18, 2021. The options vest 25% on the first, second, third and fourth anniversaries of the grant date. |
2024 Outstanding Equity Awards at Fiscal Year-End
| (7) These options were granted on February 17, 2022. The options vest 25% on the first, second, third and fourth anniversaries of the grant date. |
2024 Outstanding Equity Awards at Fiscal Year-End
| (8) These options were granted on February 27, 2023. The options vest 25% on February 29, 2024, February 28, 2025, February 27, 2026 and February 26, 2027. |
2024 Outstanding Equity Awards at Fiscal Year-End
| (9) These options were granted on February 28, 2024. The options vest 25% on February 28, 2025, February 27, 2026, February 26, 2027 and February 29, 2028. |
2024 Outstanding Equity Awards at Fiscal Year-End
| (10) Reflects 259,310 PSUs earned upon satisfaction of the performance measures under the 2022-2024 PSU program. |
2024 Outstanding Equity Awards at Fiscal Year-End
| (11) Reflects 293,374 PSUs for the 2023-2025 PSU program at the maximum award level and 334,174 PSUs for the 2024-2026 PSU program at the maximum award level. |
2024 Outstanding Equity Awards at Fiscal Year-End
| (12) Reflects 86,436 PSUs earned upon satisfaction of the performance measures under the 2022-2024 PSU program. |
2024 Outstanding Equity Awards at Fiscal Year-End
| (13) Reflects 114,090 PSUs for the 2023-2025 PSU program at the maximum award level and 108,606 PSUs for the 2024-2026 PSU program at the maximum award level. |
2024 Outstanding Equity Awards at Fiscal Year-End
| (14) Reflects 94,285 PSUs earned upon satisfaction of the performance measures under the 2022-2024 PSU program. |
2024 Outstanding Equity Awards at Fiscal Year-End
| The Coca-Cola Company | 69 | 2025 Proxy Statement |
2024 Outstanding Equity Awards at Fiscal Year-End
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2024 Outstanding Equity Awards at Fiscal Year-End
| (15) Reflects 65,194 PSUs for the 2023-2025 PSU program at the maximum award level and 77,966 PSUs for the 2024-2026 PSU program at the maximum award level. |
2024 Outstanding Equity Awards at Fiscal Year-End
| (16) Reflects 41,904 PSUs earned upon satisfaction of the performance measures under the 2022-2024 PSU program. |
2024 Outstanding Equity Awards at Fiscal Year-End
| (17) Reflects 57,046 PSUs for the 2023-2025 PSU program at the maximum award level and 58,480 PSUs for the 2024-2026 PSU program at the maximum award level. |
2024 Outstanding Equity Awards at Fiscal Year-End
| (18) Reflects 41,904 PSUs earned upon satisfaction of the performance measures under the 2022-2024 PSU program. |
2024 Outstanding Equity Awards at Fiscal Year-End
| (19) Reflects 40,746 PSUs for the 2023-2025 PSU program at the maximum award level and 45,948 PSUs for the 2024-2026 PSU program at the maximum award level. |
2024 Option Exercises and Stock Vested
2024 Option Exercises and Stock Vested
2024 Option Exercises and Stock Vested
| | Option Awards | | Stock Awards | | | | Number of Shares | Value Realized | Number of Shares | Value Realized | | | Acquired on Exercise | on Exercise | Acquired on Vesting | on Vesting | | Name | (#) | ($) | (#) | ($) | | (a) | (b) | (c) | (d) | (e) | | James Quincey | 144,930 | $4,077,817 | 443,544 | $26,297,724 | | John Murphy | 57,298 | 1,204,753 | 147,848 | 8,765,908 | | Manuel Arroyo | 7,038 | 195,832 | 120,966 | 7,172,074 | | Henrique Braun | 57,298 | 1,214,311 | 43,010 | 2,550,063 | | Jennifer Mann | 129,268 | 3,370,630 | 53,762 | 3,187,549 |
2024 Pension Benefits
2024 Pension Benefits
2024 Pension Benefits
| | | Number of | | | | | | Years Credited | Present Value of | Payments During | | | | Service | Accumulated Benefit | Last Fiscal Year | | Name | Plan Name | (#) | ($) | ($) | | (a) | (b) | (c) | (d) | (e) | | James Quincey | Mobile Plan | 11.1(1) | $2,655,804 | $0 | | | TCCC Pension Plan | 10.6 | 306,798 | 0 | | | TCCC Supplemental Pension Plan | —(2) | 3,871,157 | 0 | | John Murphy | Mobile Plan | 32.5(3) | 8,828,931 | 0 | | | TCCC Pension Plan | 4.0 | 113,942 | 0 | | | TCCC Supplemental Pension Plan | —(2) | 958,882 | 0 | | Manuel Arroyo | Mobile Plan | 7.4(4) | 1,382,627 | 0 | | Henrique Braun | TCCC Pension Plan | 28.8 | 753,354 | 0 | | | TCCC Supplemental Pension Plan | —(2) | 1,508,004 | 0 | | Jennifer Mann | TCCC Pension Plan | 27.2 | 595,479 | 0 | | | TCCC Supplemental Pension Plan | —(2) | 1,313,593 | 0 |
2024 Pension Benefits
| (1) In May 2017, Mr. Quincey stopped participating in an international service program and localized to the United States. As a result, he began participating again in the TCCC Pension Plan and the TCCC Supplemental Pension Plan and stopped accruing benefits in the Mobile Plan. Mr. Quincey’s total years of service with the Company is 28.3 years. He participated in the Coca-Cola UK Stakeholder Pension Plan (the “UK Savings Plan”) for a portion of this time. |
2024 Pension Benefits
| (2) The same years of service apply to both the TCCC Pension Plan and the TCCC Supplemental Pension Plan, as these plans work in tandem. |
2024 Pension Benefits
| (3) In January 2021, Mr. Murphy stopped participating in an international service program and localized to the United States. As a result, he began participating in the TCCC Pension Plan and the TCCC Supplemental Pension Plan and stopped accruing benefits in the Mobile Plan. |
2024 Pension Benefits
| (4) Mr. Arroyo had a prior period of employment with the Company for which his benefits in the Mobile Plan were fully distributed. The service shown reflects service from 2017 when he rejoined the Company and began participating again in the Mobile Plan. Mr. Arroyo’s total years of service with the Company is 26.9 years. He participated in a savings plan in Spain (the “Spanish Savings Plan”) for a portion of this time. |
2024 Pension Benefits
The Company provides retirement benefits from various plans to its employees, including the Named Executive Officers. Due to the Company’s global operations, it maintains different plans to address different market conditions, various legal and tax requirements, and different groups of employees. In 2024, all of the Named Executive Officers except for Mr. Arroyo participated in or had a benefit under The Coca-Cola Company Pension Plan (the “TCCC Pension Plan”) and The Coca-Cola Company Supplemental Pension Plan (the “TCCC Supplemental Pension Plan”). In 2024, Mr. Arroyo participated in the Mobile Plan. Messrs. Quincey and Murphy have a benefit under the Mobile Plan for the period they were covered under an international service program. Additional details of these plans are described in the Summary of Plans in Annex B beginning on page 110. The table above reflects the present value of accumulated benefits for each of the Named Executive Officers under the applicable plans. Compensation used for determining pension benefits under the TCCC Pension Plan, the TCCC Supplemental Pension Plan and the Mobile Plan generally includes only base salary and annual cash incentives. The amounts reflected for each plan represent the present value of the maximum benefit payable under the applicable plans. In some cases, the payments may be reduced for early retirement or by benefits paid by other Company-sponsored retirement plans, statutory payments or Social Security. The Company generally does not grant additional years of benefit service, and no Named Executive Officer has been credited with additional years of benefit service. The discount rate assumption used by the Company in calculating the present value of accumulated benefits was 5.56% for the TCCC Pension Plan and 5.59% for the TCCC Supplemental Pension Plan. For information on additional assumptions used by the Company in calculating the present value of accumulated benefits, see Note 14 to the Company’s consolidated financial statements in the Form 10-K. The calculations assume that the Named Executive Officer continues to live at least until the earliest age at which an unreduced benefit is payable. The Company’s retirement plans utilize a different method of calculating actuarial present value for the purpose of determining a lump sum payment, if any. The traditional pension benefit under the TCCC Supplemental Pension Plan is paid in the form of an annuity if the employee has reached at least age 55 with 10 years of service (or reached at least age 60 with any amount of service) at the time of his or her separation from the Company. Therefore, Messrs. Quincey and Braun are required to take the traditional pension benefit portion of their TCCC Supplemental Pension Plan benefit in the form of an annuity.
2024 Nonqualified Deferred Compensation
2024 Nonqualified Deferred Compensation The following table provides information on the Named Executive Officers’ participation in The Coca-Cola Company Deferred Compensation Plan (the “Deferred Compensation Plan”) and the Supplemental 401(k) Plan, as applicable. These plans either allow
2024 Nonqualified Deferred Compensation
| The Coca-Cola Company | 71 | 2025 Proxy Statement |
2024 Nonqualified Deferred Compensation
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2024 Nonqualified Deferred Compensation
eligible employees to defer part of their base salary and annual incentive on a voluntary basis or make employees whole when the Company matching contribution is limited under the tax-qualified plan. The Company matching contribution under the Supplemental 401(k) Plan is provided at the same rate as the Company matching contribution under the 401(k) Plan. The Company does not match any additional voluntary deferrals. Additional details of the Deferred Compensation Plan and the Supplemental 401(k) Plan are described in the Summary of Plans in Annex B beginning on page 110.
2024 Nonqualified Deferred Compensation
| | | Executive | Registrant | Aggregate | Aggregate | Aggregate | | | | Contributions | Contributions | Earnings | Withdrawals/ | Balance | | | | in Last FY | in Last FY | in Last FY | Distributions | at Last FYE | | Name | Plan Name | ($) | ($) | ($) | ($) | ($) | | (a) | | (b) | (c) | (d) | (e) | (f) | | James Quincey | Deferred Compensation Plan | N/A | N/A | N/A | N/A | N/A | | | Supplemental 401(k) Plan | N/A | $258,694 | $145,272 | $0 | $1,904,026 | | John Murphy | Deferred Compensation Plan | N/A | N/A | N/A | N/A | N/A | | | Supplemental 401(k) Plan | N/A | 132,688 | 28,404 | 0 | 417,930 | | Manuel Arroyo | Deferred Compensation Plan | N/A | N/A | N/A | N/A | N/A | | Henrique Braun | Deferred Compensation Plan | N/A | N/A | N/A | N/A | N/A | | | Supplemental 401(k) Plan | N/A | 71,531 | 34,395 | 0 | 463,235 | | Jennifer Mann | Deferred Compensation Plan | N/A | N/A | N/A | N/A | N/A | | | Supplemental 401(k) Plan | N/A | 59,915 | 34,517 | 0 | 461,222 |
PAYMENTS ON TERMINATION OR CHANGE IN CONTROL
PAYMENTS ON TERMINATION OR CHANGE IN CONTROL
Quantification of Payments Upon Termination or Change in Control
Quantification of Payments Upon Termination or Change in Control The following table and footnotes describe the potential payments to the Named Executive Officers upon termination of employment or a change in control of the Company as of December 31, 2024. The table does not include the following:
Quantification of Payments Upon Termination or Change in Control
| ● | compensation or benefits previously earned by the Named Executive Officers or equity awards that are fully vested; |
Quantification of Payments Upon Termination or Change in Control
| ● | the value of pension benefits that are disclosed in the 2024 Pension Benefits table beginning on page 71, except for any pension enhancement triggered by the event, if applicable; |
Quantification of Payments Upon Termination or Change in Control
| ● | the amounts payable under deferred compensation plans that are disclosed in the 2024 Nonqualified Deferred Compensation table on page 72; or |
Quantification of Payments Upon Termination or Change in Control
| ● | the value of any benefits (such as retiree health coverage, life insurance and disability coverage) provided on the same basis to substantially all other employees in the country in which the relevant Named Executive Officer works. |
Quantification of Payments Upon Termination or Change in Control
| | Voluntary | Involuntary | | | Change in | | | Separation | Termination | Death | Disability | Control | | | ($) | ($) | ($) | ($) | ($) | | | (a) | (b) | (c) | (d) | (e) | | Mr. Quincey | | | | | | | Severance Payments | $0 | $3,350,000 | $0 | $0 | $0 | | Annual Incentive(1) | 0 | 0 | 0 | 0 | 3,350,000 | | Stock Options(2) | 0 | 1,639,079 | 4,843,495 | 4,843,495 | 4,843,495 | | PSUs and Restricted Stock Units(3) | 0 | 259,310 | 28,032,752 | 0 | 31,789,147 | | Pension Enhancement | 0 | 0 | 0 | 0 | 0 | | TOTAL | 0 | 5,248,389 | 32,876,247 | 4,843,495 | 39,982,642 | | Mr. Murphy | | | | | | | Severance Payments | 0 | 2,217,280 | 0 | 0 | 0 | | Annual Incentive(1) | 0 | 0 | 0 | 0 | 1,662,960 | | Stock Options(2) | 1,130,176 | 1,130,176 | 1,669,137 | 1,669,137 | 1,669,137 | | PSUs and Restricted Stock Units(3) | 0 | 86,436 | 9,764,921 | 0 | 11,243,969 | | Pension Enhancement | 0 | 0 | 0 | 0 | 0 | | TOTAL | 1,130,176 | 3,433,892 | 11,434,058 | 1,669,137 | 14,576,066 | | Mr. Arroyo | | | | | | | Severance Payments | 0 | 1,448,260 | 0 | 0 | 0 | | Annual Incentive(1) | 0 | 0 | 0 | 0 | 905,163 | | Stock Options(2) | 0 | 447,026 | 971,439 | 971,439 | 971,439 | | PSUs and Restricted Stock Units(3) | 0 | 94,285 | 7,546,161 | 0 | 9,385,135 | | Pension Enhancement | 0 | 0 | 0 | 0 | 0 | | TOTAL | 0 | 1,989,571 | 8,517,600 | 971,439 | 11,261,737 | | Mr. Braun | | | | | | | Severance Payments | 0 | 1,470,000 | 0 | 0 | 0 | | Annual Incentive(1) | 0 | 0 | 0 | 0 | 918,750 | | Stock Options(2) | 0 | 158,943 | 714,113 | 714,113 | 714,113 | | PSUs and Restricted Stock Units(3) | 0 | 41,904 | 4,969,469 | 0 | 5,583,477 | | Pension Enhancement | 0 | 0 | 0 | 0 | 0 | | TOTAL | 0 | 1,670,847 | 5,683,582 | 714,113 | 7,216,340 | | Ms. Mann | | | | | | | Severance Payments | 0 | 1,460,160 | 0 | 0 | 0 | | Annual Incentive(1) | 0 | 0 | 0 | 0 | 730,080 | | Stock Options(2) | 0 | 198,675 | 623,203 | 623,203 | 623,203 | | PSUs and Restricted Stock Units(3) | 0 | 41,904 | 4,071,929 | 0 | 4,776,961 | | Pension Enhancement | 0 | 0 | 0 | 0 | 563,516 | | TOTAL | 0 | 1,700,739 | 4,695,132 | 623,203 | 6,693,760 |
Quantification of Payments Upon Termination or Change in Control
| (1) Except upon a change in control, no amounts are included for the Annual Incentive Plan because the Named Executive Officers would be entitled to the same payment regardless of whether the event occurred. Upon a change in control, the target annual incentive amount is guaranteed (subject to proration if the participant leaves before the end of the year). |
Quantification of Payments Upon Termination or Change in Control
| (2) Represents the intrinsic value of the acceleration of vesting of any stock options that vest upon the event. Intrinsic value is the difference between the exercise price of the stock option and the closing price of Common Stock, which was $62.26 on December 31, 2024, the last trading day of the year. |
Quantification of Payments Upon Termination or Change in Control
| (3) No amounts are included for the 2022-2024, 2023-2025, or 2024-2026 PSU programs for Voluntary Separation, Involuntary Termination and Disability because the PSUs remain subject to performance requirements even after the event. See page 56 for the status of these PSU programs. |
Quantification of Payments Upon Termination or Change in Control
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Quantification of Payments Upon Termination or Change in Control
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PAY RATIO DISCLOSURE
PAY RATIO DISCLOSURE As required by SEC rules, we are providing the information below to explain the relationship between the annual total compensation of Mr. Quincey, who served as the Company’s Chief Executive Officer in 2024, and the annual total compensation of the median employee of the Company, excluding our CEO. We identified the median employee using our employee population as of October 1, 2024. The median annual total compensation disclosed below is based on the Company’s global workforce and is not designed to capture the median compensation of the Company’s U.S. employees. In addition, employees in flexible, part-time roles, such as certain employees at retail stores operated by Costa Limited, our coffee business, lower the annual total compensation for our median employee. Our compensation philosophy is to pay competitively to market and provide fair compensation regardless of the locale. The compensation approach used to determine compensation for our broader workforce is the same approach we use when setting CEO pay, including consideration of pay competitiveness and the use of performance-based incentives that reward exceptional business performance in each jurisdiction consistent with market practice. For more information regarding our compensation philosophy, see page 49. For 2024, the median annual total compensation of all employees (other than the CEO) of the Company and its consolidated subsidiaries was $14,144. Mr. Quincey’s annual total compensation for 2024, as reported under the “Total” column (column (j)) in the 2024 Summary Compensation Table, was $28,002,284. Based on this information, for 2024, the ratio of the compensation of the CEO to the median annual total compensation of all other employees was estimated to be 1,980 to 1. To identify, and to determine the annual total compensation of, the median employee, we used the following methodology:
PAY RATIO DISCLOSURE
| ● | We collected the payroll data of all employees globally, whether employed on a full-time, part-time, temporary or seasonal basis as of October 1, 2024. We did not make any cost-of-living adjustments to compensation. |
PAY RATIO DISCLOSURE
| ● | We annualized the compensation of all permanent full-time and part-time employees who were hired by the Company and its consolidated subsidiaries between January 1 and October 1, 2024. |
PAY RATIO DISCLOSURE
| ● | We applied an exchange rate as of October 1, 2024 to convert all foreign currencies into U.S. dollars. |
PAY RATIO DISCLOSURE
| ● | We used total base pay as of October 1, 2024 as our consistently applied compensation measure. We identified all employees within 5% of the median and, from this group, used statistical sampling to select an employee as a reasonable representative of our median employee. |
PAY RATIO DISCLOSURE
Using this methodology, we determined that our median employee was a part-time, hourly barista employed in the United Kingdom by Costa Limited, with an annual total compensation of $14,144 for 2024, calculated in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K. This calculation includes base pay and an employer retirement contribution. We believe our pay ratio presented above is a reasonable estimate. The SEC rules for identifying the median employee and calculating the pay ratio allow companies to use different methodologies, exemptions, estimates and assumptions that reflect their employee populations and compensation practices. As a result, our pay ratio may not be comparable to the pay ratio reported by other companies.
PAY RATIO DISCLOSURE
| The Coca-Cola Company | 78 | 2025 Proxy Statement |
PAY RATIO DISCLOSURE
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PAY VERSUS PERFORMANCE DISCLOSURE
PAY VERSUS PERFORMANCE DISCLOSURE This disclosure has been prepared in accordance with the SEC’s pay versus performance rules in Item 402(v) of Regulation S-K under the 1934 Act (“Item 402(v)”) and does not necessarily reflect value actually realized by the Named Executive Officers or the Talent and Compensation Committee’s methods for evaluating compensation decisions in light of Company or individual performance. For discussion of how the Talent and Compensation Committee seeks to align pay with performance when making compensation decisions, please review the Compensation Discussion and Analysis beginning on page 47. The following tables and related disclosures provide information about (i) the total compensation (“SCT Total”) of our principal executive officer (“PEO”) and our non-PEO Named Executive Officers (such non-PEO Named Executive Officers, collectively, the “Other NEOs”) as presented in the Summary Compensation Table on page 64, (ii) the “compensation actually paid” (“CAP”) to our PEO and our Other NEOs, as calculated pursuant to Item 402(v), (iii) certain financial performance measures, and (iv) the relationship of CAP to those financial performance measures.
PAY VERSUS PERFORMANCE DISCLOSURE
| | | | Average | | | | | | | | | | Summary | Average | | | | | | | | | Compensation | Compensation | | | | | | | | | Table Total | Actually Paid | Value of Initial Fixed $100 | | | | | | Summary | | for non-PEO | to non-PEO | Investment on | | | | | | Compensation | Compensation | Named | Named | 12/31/2019 Based on | | Net | | | | Table Total for | Actually Paid to | Executive | Executive | Total | Peer Group Total | Income | Organic | | | PEO | PEO | Officers | Officers | Shareholder | Shareholder | ($) | Revenue Growth | | Year | ($) | ($) | ($) | ($) | Return | Return | (millions) | (non-GAAP) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2024 | $28,002,284 | $40,592,982 | $8,904,383 | $11,638,291 | $131 | $121 | $10,649 | 12.0% | | 2023 | 24,742,908 | 19,275,773 | 7,310,582 | 7,294,876 | 121 | 126 | 10,703 | 11.5% | | 2022 | 22,822,519 | 54,495,284 | 7,731,933 | 16,456,021 | 126 | 132 | 9,571 | 16.0% | | 2021 | 24,883,878 | 60,511,538 | 8,668,505 | 15,571,959 | 114 | 123 | 9,804 | 15.5% | | 2020 | 18,383,474 | 2,270,190 | 6,153,532 | 2,584,955 | 102 | 108 | 7,768 | (9.0)% |
Adjustments to Calculate Compensation Actually Paid to PEO (Column (c)) and Average Compensation Actually Paid to Other NEOs (Column (e))
Adjustments to Calculate Compensation Actually Paid to PEO (Column (c)) and Average Compensation Actually Paid to Other NEOs (Column (e)) The table below describes the adjustments, each of which is required by SEC rules, to calculate CAP from the SCT Total of our PEO (column (b)) and our Other NEOs (column (d)). The SCT Total and CAP do not reflect the actual amount of compensation earned by or paid to our executives during the applicable years, but rather are amounts determined in accordance with Item 402(v).
Adjustments to Calculate Compensation Actually Paid to PEO (Column (c)) and Average Compensation Actually Paid to Other NEOs (Column (e))
| | 2024 | | 2023 | | 2022 | | 2021 | | 2020 | | | Adjustments | PEO | Other NEOs* | PEO | Other NEOs* | PEO | Other NEOs* | PEO | Other NEOs* | PEO | Other NEOs* | | SCT Total | $28,002,284 | $8,904,383 | $24,742,908 | $7,310,582 | $22,822,519 | $7,731,933 | $24,883,878 | $8,668,505 | $18,383,474 | $6,153,532 | | Adjustments for defined benefit pension plans | | | | | | | | | | | | (Deduct): Aggregate change in actuarial present value included in SCT Total for the covered fiscal year | (996,674) | (399,889) | (921,282) | (396,887) | (490,035) | (405,368) | (293,215) | (170,695) | (759,678) | (415,224) | | Add: Service cost for the covered fiscal year | 397,604 | 147,204 | 375,082 | 117,939 | 221,266 | 101,864 | 214,384 | 186,283 | 157,615 | 200,307 | | Add: Prior service cost for the covered fiscal year | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | | Adjustments for stock awards and option awards** | | | | | | | | | | | | (Deduct): Aggregate value for stock awards and option awards included in SCT Total for the covered fiscal year | (18,137,304) | (3,698,129) | (15,516,570) | (3,663,637) | (14,133,339) | (4,064,153) | (16,472,735) | (3,982,125) | (14,591,093) | (4,358,086) | | Add: Fair value at year end of awards granted during the covered fiscal year that were outstanding and unvested at the covered fiscal year end | 31,822,084 | 6,597,859 | 21,893,789 | 5,169,372 | 24,679,920 | 7,158,191 | 39,672,363 | 8,896,040 | 7,155,518 | 2,761,885 | | Add (Deduct): Year-over-year change in fair value at covered fiscal year end of awards granted in any prior fiscal year that were outstanding and unvested at the covered fiscal year end | (1,032,728) | (25,576) | (7,851,512) | (1,141,326) | 19,902,921 | 5,525,189 | 15,006,128 | 3,307,124 | (10,157,329) | (2,119,809) | | Add: Vesting date fair value of awards granted and vested during the covered fiscal year | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | | Add (Deduct): Change as of the vesting date (from the end of the prior fiscal year) in fair value of awards granted in any prior fiscal year for which vesting conditions were satisfied during the covered fiscal year | 537,716 | 112,439 | (3,446,642) | (101,167) | 1,492,032 | 408,365 | (2,499,265) | (494,044) | 2,081,683 | 362,350 | | (Deduct): Fair value at end of prior fiscal year of awards granted in any prior fiscal year that failed to meet the applicable vesting conditions during the covered fiscal year | 0 | 0 | 0 | 0 | 0 | 0 | 0 | (839,129) | 0 | 0 | | Add: Dividends or other earnings paid on awards in the covered fiscal year prior to vesting if not otherwise included in the SCT Total for the covered fiscal year | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | | CAP Amounts (as calculated) | $40,592,982 | $11,638,291 | $19,275,773 | $7,294,876 | $54,495,284 | $16,456,021 | $60,511,538 | $15,571,959 | $2,270,190 | $2,584,955 |
Adjustments to Calculate Compensation Actually Paid to PEO (Column (c)) and Average Compensation Actually Paid to Other NEOs (Column (e))
| * Amounts presented are averages for the entire group of Other NEOs in each respective year. |
Adjustments to Calculate Compensation Actually Paid to PEO (Column (c)) and Average Compensation Actually Paid to Other NEOs (Column (e))
| ** To determine the value of stock options included in CAP, the lattice valuation model was used, which differs from the Black-Scholes valuation model that was used at grant date. The lattice valuation model was deemed most appropriate because it is better able to value stock options at varying levels of stock price relative to the option exercise price and is consistent with valuation methodologies permitted under GAAP. |
Relationship Between Compensation Actually Paid and Performance
Relationship Between Compensation Actually Paid and Performance The graphs below show the relationship of CAP to our PEO and Other NEOs to (i) the Company’s organic revenue (non-GAAP) growth, (ii) the Company’s consolidated net income and (iii) TSR of both the Company and the Dow Jones U.S. Food & Beverage Total Return Index (“Peer Group TSR”). CAP, as calculated in accordance with Item 402(v), reflects, among other items, adjustments to the fair value of equity awards during the years presented. Factors impacting the fair value of equity awards include the price of our Common Stock at year end, as well as the projected and actual achievement of performance goals. These adjustments contributed to the change in CAP reported year-over-year.
Relationship Between Compensation Actually Paid and Performance
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Relationship Between Compensation Actually Paid and Performance
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