UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section
14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
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Filed by a party other
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Preliminary Proxy Statement |
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Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2)) |
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Definitive Proxy Statement |
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Definitive Additional Materials |
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Soliciting Material under §240.14a-12 |
The Kraft Heinz Company
(Name of Registrant as Specified In Its
Charter)
(Name of Person(s) Filing Proxy
Statement, if other than the Registrant)
| PAYMENT OF FILING FEE (CHECK ALL BOXES THAT APPLY): |
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No fee required |
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Fee paid previously with preliminary materials |
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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
Table of Contents
Table of Contents
Table of Contents
TABLE OF
CONTENTS
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2025 Proxy Statement  |
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Table of Contents
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Websites
Links
to websites included in this Proxy Statement are provided solely for convenience. Information contained on websites, including
on our website, is not, and will not be deemed to be, a part of this Proxy Statement or incorporated by reference into
any of our other filings with the Securities and Exchange Commission (the “SEC”).
Forward-Looking
Statements
This
Proxy Statement contains information that may constitute forward-looking statements, as defined under U.S. federal securities
laws. Words such as “aim,” “anticipate,” “aspire,” “believe,” “could,”
“estimate,” “expect,” “intend,” “may,” “might,” “plan,”
“seek,” “will, “would,” and variations of such words and similar future or conditional expressions
are intended to identify forward-looking statements. However, the absence of these words or similar expressions does not
mean that a statement is not forward-looking. All statements regarding performance, events, developments, or achievements
that we expect or anticipate will occur in the future, including statements expressing general views about future operating
results or our targeted achievement of sustainability and other goals, are forward-looking statements. Management believes
that these forward-looking statements are reasonable as and when made. However, caution should be taken not to place undue
reliance on any such forward-looking statements as such statements speak only as of the date made. In addition, forward-looking
statements are subject to certain risks and uncertainties that could cause our actual results to differ materially from
historical experience and our present expectations or projections. These risks and uncertainties include, but are not
limited to, those described in Item 1A, Risk Factors, in our Annual Report on Form 10-K for the year ended December 28,
2024 and those set forth in our future filings with the SEC. We disclaim and do not undertake any obligation to update,
revise, or withdraw any forward-looking statements, whether as a result of new information, future events, or otherwise,
except as required by applicable law or regulation.
Forward-looking
and other statements in this document may also address our environmental, social, and governance progress, plans, and
goals. The inclusion of such statements is not an indication that these are material to the Company, investors, or other
stakeholders or required to be disclosed in the Company’s filings under the U.S. securities laws or any other laws
or requirements applicable to the Company. In addition, historical, current, and forward-looking environmental and social-related
statements may be based on standards for measuring progress that are still developing, internal controls and processes
that continue to evolve, and assumptions that are subject to change in the future. |
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NOTICE OF 2025 ANNUAL
MEETING
OF STOCKHOLDERS
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To elect the 12 director nominees named in this Proxy Statement to one-year terms expiring in 2026 |
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FOR
all nominees
SEE PAGE 19 |
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To approve, on an advisory basis, the Company’s executive compensation |
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FOR
SEE PAGE 49 |
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To ratify the selection of PricewaterhouseCoopers LLP as our independent auditors for 2025 |
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FOR
SEE PAGE 90 |
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To vote on three stockholder proposals, if properly presented |
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AGAINST
SEE PAGE 94 |
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To transact any other business properly presented at the Annual Meeting |
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YOUR VOTE IS
IMPORTANT. Make sure to have your Notice of Internet Availability of Proxy Materials (“Notice”), proxy card,
or voting instruction form with control number available and follow the instructions. For additional information, see Question
4 on page 106.
By Order of the Board of Directors,
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HEIDI MILLER
Corporate Secretary &
Deputy General Counsel, Corporate Governance & Securities
Chicago, Illinois
March 28, 2025 |
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IMPORTANT
NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 8, 2025
The Kraft
Heinz Company’s Proxy Statement and Annual Report to Stockholders for the year ended December 28, 2024 are
available at ir.kraftheinzcompany.com/financials/annual-reports |
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DATE
Thursday, May 8, 2025 |
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TIME
11:00 a.m. Eastern Time |
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LOCATION―VIRTUAL MEETING
Live via webcast at
www.virtualshareholdermeeting.com/
KHC2025
Access will open 15 minutes prior to start. |
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RECORD DATE
March 10, 2025
Only stockholders
of record at the close of business on the Record
Date are entitled to receive notice of, and to vote at, the Annual Meeting.
We mailed the Notice, our Proxy Statement, our Annual Report to Stockholders
for the year ended December 28, 2024, and the proxy card on or about March 28, 2025. |
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| HOW TO VOTE |
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BY
PHONE
Call the phone
number listed on your proxy card, Notice, or voting instruction
form |
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ONLINE
Visit the
website listed on your proxy card, Notice, or voting instruction form |
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BY
MAIL
Complete,
sign, date, and return your proxy card in the envelope enclosed with
the physical copy of your proxy materials |
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Table of Contents
LETTER
FROM OUR
INDEPENDENT LEAD DIRECTOR
On
behalf of the Board of Directors, I thank you for your continued support of Kraft Heinz. In the past few years, the Company
has faced a range of challenges and external headwinds – but we have continued executing our long-term strategy
and building momentum for the future. We have remained committed to unlocking efficiencies, reinvesting in the business,
and evolving and growing our brands – working very hard to continue to meet and exceed the expectations of
consumers, customers, and stockholders around the world. The strategic investments we’re making – from
our innovation pipeline to global marketing, from developing our people to strengthening our digital capabilities –
position us well to support top-line improvement and deliver long-term sustainable growth. And we’re doing it while
embracing our six Company Values and driving toward our collective Dream: To be the leader in elevating and creating food
that makes you feel good.
STEADFAST
BOARD FOCUS ON EXECUTION
A
very important priority of the Board is overseeing the execution of Kraft Heinz’s long-term strategy. We also continue
to play a critical role in the Company’s risk management, providing key strategic governance and oversight to our
CEO and the Executive Leadership Team. The Board and Executive Leadership Team remain fully aligned and focused on driving
results and delivering a solid return on your investment. Strong accountability between the Board and management maximizes
stockholder value and helps the Company to remain well positioned to move with agility and efficiency during periods of
challenge and uncertainty.
STRENGTHENED
BOARD EXPERTISE
We
believe the broad and varied perspectives and experiences of our directors allow the Board to provide valuable input into
strategic decisions across the Company’s business. This is essential as we work to deliver the long-term strategy
in an ever-changing, often volatile world and shifting consumer landscape. Our Board is comprised of highly qualified
and dedicated directors who exhibit the balance of skill and experience necessary to oversee our evolving business and
strategic global market priorities. We believe this allows us to best represent your interests as stockholders. In 2024,
we continued to expand our Board expertise and experience, appointing Debby Soo as a director in October. Debby is the
CEO at OpenTable, Inc. and brings to the Board extensive experience in technology innovation and trends, as well as leadership
in global, consumer-focused industries.
COMMITMENT
TO STOCKHOLDER ENGAGEMENT
We
as a Board never take for granted the relationship we have with you, our stockholders, and we value your feedback. In
the fall of 2024, we held calls with 14 of our top 30 largest investors, representing approximately 55% of our shares
outstanding, to solicit feedback on a range of issues critical to the business. The Board and management regularly consider
the feedback you share with us – and it directly informs decisions we make. This ongoing engagement is designed
to ensure that our programs, practices, and policies enhance the long-term value of your investment.
As
always, your vote is extremely important – and I encourage you to review the materials and submit your vote on the
items in this year’s Proxy Statement as soon as possible. Voting takes only a few minutes, and it will ensure that
your shares are represented at this year’s Annual Meeting of Stockholders. On behalf of the Board of Directors,
thank you for the trust and confidence you place in Kraft Heinz. |
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Strong accountability between
the Board and management maximizes stockholder value and helps the Company to remain well positioned to move with agility and efficiency
during periods of challenge and uncertainty. 
Sincerely,
JOHN C. POPE
Lead Director
March 28, 2025 |
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COMPANY
OVERVIEW
The
Kraft Heinz Company (“Kraft Heinz,” “we,” “our,” “us,” or the “Company”) is
a global food company with a delicious heritage and a Dream: To be the leader in elevating and creating food that makes
you feel good. This dream is our North Star pointing our way forward. With iconic and emerging food and beverage brands
around the world, we strive to deliver the best taste, fun, and quality to every table we touch. Around the world, our people
are connected by a spirit of ownership, agility, and endless curiosity. We also believe in being good humans who are working to
improve our Company, communities, and planet. We’re proud of where we’ve been — and even more thrilled about
where we’re headed — as we work to nourish the world and lead the future of food.
OUR
CULTURE
At
Kraft Heinz, we define our shared culture by six core Values that make up our common language and reflect the Company we’re
working to become each day. Each of our six Values starts with We — a commitment our people make to each other,
to stakeholders and partners, and to consumers around the world.
We
are consumer obsessed reflects that we are a company of food
lovers who are passionate about bringing the best taste, fun, and quality to every meal, every snack, and everyone.
We
dare to do better every day reflects the curiosity and creativity
we bring to work each day to make our products better and our business more efficient.
We
champion great people reflects our desire to be a place where
great people can soar as high — and as far — as their ambition takes them, because our people make the difference.
We
demand diversity reflects our belief that different backgrounds
and perspectives energize us, making us stronger, more interesting, and more creative — and that drives better results for
our Company.
We
do the right thing reflects how we lead with honesty and integrity
and strive to always do right by our customers, partners, suppliers, consumers, and communities.
We
own it reflects how we are empowered and accountable, treating
the business as if it were our own — the mindset that most defines us and sets us apart.
OUR PEOPLE
| ~36K |
40 |
70 |
| employees globally |
countries in which
we have employees |
manufacturing and processing
facilities operated globally |
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As of December 28, 2024.
We
champion great people each day by investing in attracting, developing, and retaining world-class talent across the globe. Our
people are at the heart of who we are at Kraft Heinz. We drive growth through high accountability, development and career opportunities,
empowerment, and autonomy. We recognize and reward outstanding and differentiated performance at every level, creating a true
spirit of ownership, ambition, and meritocracy. We strive to channel our employees’ passion, curiosity, and attitude to
make an impact on our future and our legacy by leading as learners, acting as owners, and being change agents.
We
conduct a global engagement survey annually to provide employees with an opportunity to share anonymous feedback across a variety
of topic areas. The results are reviewed by human resources, managers, senior leadership, and the Board of Directors (the “Board”).In
November 2024, we
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reached our highest scores yet
for global employee engagement and are proud that we achieved our aspiration to rank in the top-quartile on the Inclusion Index,
which measures employees’ sense of belonging, inclusive leadership, and feeling like their opinions count.
We are driven by our Purpose—Let’s
make life delicious, our Company Dream—To be the leader in elevating and creating food that makes you feel good, and
our Values and Leadership Principles. Those elements represent the foundation upon which our culture is built. They represent
the expectations we have for ourselves and the environment we aspire to create for our Company. We recognize that our ownership-centric
culture is vital to our overall success and a key competitive advantage.
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OUR ENVIRONMENTAL AND SUSTAINABILITY
EFFORTS
In support of our Dream, To be the leader in elevating
and creating food that makes you feel good, and our Value, We do the right thing, we are committed to helping protect
our planet, driving responsible practices across our global supply chain, and supporting the communities where we live and work.
The Kraft Heinz ESG strategy prioritizes the issues that matter most to the Company and stakeholders, focusing on areas that have
the greatest impact. We center our enterprise-wide Environmental Social Governance (“ESG”) efforts around three Pillars:
Healthy Living & Community Support, Environmental Stewardship, and Responsible Sourcing. Our ESG initiatives are integrated
into our long-term business strategy, whether we are sustainably sourcing tomatoes for our beloved Heinz Tomato Ketchup, supporting
the communities where we work and live, improving product health and nutrition, or procuring electricity from renewable sources.
We focus our efforts on the priority areas where we believe we can make the greatest impact on our business and the planet.
To align our ESG commitments with our strategy, we
will evaluate our current progress and future goals through the lens of our long-term strategy, with a focus on topics we can
directly influence and that are important to business resilience.
We center our enterprise-wide ESG efforts around these
three Pillars.
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HEALTHY
LIVING &
COMMUNITY
SUPPORT
Ongoing improvements to our product
nutrition, transparent and responsible marketing and communications,
alignment with credible science and public
health goals, and our commitment to help fight global
hunger. |
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ENVIRONMENTAL
STEWARDSHIP
Reductions in our operational environmental
footprint through active efforts to conserve
water and energy, reduce emissions, minimize waste,
and make our packaging sustainable. |
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RESPONSIBLE
SOURCING
Work throughout our value chain
dedicated to continually improving social and environmental
factors, including human rights, deforestation,
sustainable agriculture, and animal
welfare. |
In addition, we have established key ESG governance
aspirations to guide our efforts:
●
ACCOUNTABILITY. We
maintain ESG oversight by the Board. Our Chief Executive Officer (“CEO”), key leaders, and their respective
team members lead and support our ESG initiatives and have key performance metrics linked to our ESG goals. |
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MARKET OUR PRODUCTS RESPONSIBLY.
We aim to market and advertise our products in a responsible
and suitable manner to all audiences. |
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COMMUNICATE TRANSPARENTLY
AND AUTHENTICALLY. We publish annual ESG Reports, with
reference to industry-best reporting frameworks. We also report climate, forests, and water information on an annual basis
to CDP and engage with stakeholders on key ESG matters. |
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OPERATE ETHICALLY. We
strive to conduct business in an ethical manner with an unwavering commitment to integrity and transparency. |
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PROMOTE WORKPLACE HEALTH
AND SAFETY. We aim to provide a healthy, safe, and secure
workplace. |
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PROMOTE BELONGING. We
are intentional about creating a culture where everyone can do their best work, own their career, and feel they belong. |
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Our ESG work
is intentionally cross-functional, and we have embedded ESG principles and practices across our business and value chain.
For 2024, we established ESG-related key performance indicators (KPIs) for executives and employees throughout the business,
including our CEO and Global Chief Procurement and Sustainability Officer.
| In December 2024, we released our 2024 ESG Report,
which shares our latest goals and our progress through the end of 2023. Our 2024 ESG Report was prepared with reference to
the Global Reporting Initiative (GRI) Sustainability Standard and aligned to the general principles of the Sustainability
Accounting Standards Board (SASB) for food and beverage companies, as well as the recommendations of the Task Force on Climate-related
Financial Disclosure (TCFD). |
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We aim to set ambitious environmental goals, source
sustainably, improve the nutrition of our products we sell, and make impactful advancements in communities where we live and work
― all with a commitment to transparency. In addition to our annual ESG Reports, we provide information on our ESG strategy
and progress and related policies and principles on our website at www.kraftheinzcompany.com/esg.
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OUR BUSINESS
We are driving transformation at Kraft Heinz and consumers
are the center of everything we do. We are committed to growing our iconic and emerging food and beverage brands on a global scale.
Below are a few of our brands that our consumers enjoy around the world:
We’re on a mission to disrupt not only our own
business, but the global food industry. A consumer obsession fuels this disruption as we drive innovation across our Company.
2024 PERFORMANCE HIGHLIGHTS
At Kraft Heinz, we are uniquely positioned to be the
leader in elevating and creating food that makes you feel good. Our iconic brands are the bedrock of our business, and we play
in attractive spaces where we have the right to win. As we continue to mature in our strategy, we are unlocking efficiencies and
positioning ourselves for a virtuous cycle of profitable growth. While 2024 was a challenging year for the industry and for Kraft
Heinz, we remained committed to our strategy, operating our business in a disciplined manner with a focus on driving sustainable
growth.
We are prioritizing investments in our three strategic
pillars: North America Retail ACCELERATE platforms; Global Away From Home; and Emerging Markets, to drive accelerated profitable
growth. For fiscal year 2024, we had the following results:
| SALES |
INCOME |
CASH FLOW |
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| NET SALES |
OPERATING INCOME |
NET CASH PROVIDED BY OPERATING ACTIVITIES |
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| -3.0% |
$1.7B |
$4.2B |
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| year-over-year decrease |
 63.2% year-over-year decrease |
 5.2%
year-over-year increase |
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| ORGANIC NET SALES* |
ADJUSTED OPERATING INCOME* |
FREE CASH FLOW* |
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| -2.1% |
$5.4B |
$3.2B |
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| year-over-year decrease |
1.2% year-over-year increase |
6.6% year-over-year increase |
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Non-GAAP financial measure. For more information, including reconciliations of our non-GAAP measures
to the comparable GAAP measures, see Appendix A to this Proxy Statement. |
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We manage our operating results through four operating
segments. We have two reportable segments defined by geographic region: North America and International Developed Markets. Our
remaining operating segments, consisting of West and East Emerging Markets and Asia Emerging Markets, are combined and disclosed
as Emerging Markets. For fiscal year 2024, we had the following results:
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Net Sales
by Segment |
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Segment
Adjusted Operating Income |
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(Millions) |
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We continue to execute our long-term strategy and build
momentum for the future. By leveraging a combination of marketing, innovation, and renovation, we are improving our competitiveness
in the marketplace. In 2024, we:
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Invested for Growth |
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Rightsized investments in marketing, and further
increased investments in research and development and technology. |
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Deployed our new global Brand Growth System by launching a Center
of Excellence to support our brand teams, training over 800 cross-functional employees, and piloting the system across flagship
brands, including Heinz and Philadelphia. |
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Experienced a banner year for our Heinz brand, with full
year global organic net sales growth of approximately 2% and our first ever Grand Prix Award at the Cannes Lions International
Festival of Creativity for Creative Effectiveness. |
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Launched Meaningful Innovation |
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Gained momentum on the innovation front, increasing
our innovation* as a percentage of Organic Net Sales** to 2.9% in 2024, up from 1.8% in 2023. |
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Launched successful consumer-driven innovation, including in our
Mexican food portfolio in partnership with Taco Bell. |
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Received external accolades for our efforts, including being named
one of Fast Company Magazine’s ‘Most Innovative Companies’ for our Heinz Remix Machine. |
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Maintained Financial Flexibility |
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Generated gross efficiencies of approximately
$750 million, remaining on track to reach our target of $2.5 billion by 2027. |
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Delivered strong cash flow, with a 4.0 percentage point increase
in Free Cash Flow Conversion** versus the prior year, while increasing investment in capital expenditures to 4% of net sales. |
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Maintained Net Leverage** target of 2.9x. |
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Does not include renovation. |
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Non-GAAP financial measure. For more information, including reconciliations of our non-GAAP
measures to the comparable GAAP measures, see Appendix A to this Proxy Statement. |
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VOTING
ROADMAP
This is intended to provide an overview of voting
matters and recommendations. It may not contain all information important to you. Please review this entire Proxy Statement and
our 2024 Annual Report prior to voting.
PROPOSAL
1 |
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ELECTION OF DIRECTORS
Elect the following 12 directors to hold office until
the Company’s 2026 Annual Meeting.
THE BOARD RECOMMENDS
A VOTE FOR EACH OF THE DIRECTOR NOMINEES.
 MORE
ON PAGE 19
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The Board believes that the nominees possess the appropriate
mix of skills, qualifications, and expertise to effectively guide, oversee, and challenge management in the execution of our strategy.
DIRECTOR NOMINEES AT A GLANCE
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PROPOSAL
2 |
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ADVISORY
VOTE TO APPROVE COMPENSATION OF
OUR NAMED EXECUTIVE OFFICERS
Approve, on an advisory (non-binding) basis,
the compensation of our Named Executive Officers (“NEOs”), as described in the Compensation Discussion and
Analysis and Executive Compensation Tables in this Proxy Statement.
THE BOARD
RECOMMENDS A VOTE FOR
PROPOSAL 2.
MORE
ON PAGE 49
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The cornerstone of our compensation program is our
pay-for-performance philosophy that is designed to link a significant portion of each NEO’s compensation to their individual
performance and Kraft Heinz’s performance, including ambitious performance targets set in alignment with our strategic plan
and above market expectations. Our compensation elements are designed to work together to recognize above median performance,
continue to drive value creation, and align our employee’s interests with those of our stockholders.
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The Human Capital and Compensation Committee
(“Compensation Committee”) designs our compensation program to be aligned with our long-term growth strategy and
stockholders’ interests, with executive compensation significantly weighted to be at-risk and performance-driven. |
| Performance-
Driven to Align with Stockholder Interests |
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CASH |
Base salary provides a stable
source of income designed to be market competitive.
Performance Bonus Plan awards, motivates, and rewards performance
in line with our strategic plan. |
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EQUITY |
Performance
Share Units (“PSUs”) incentivize total shareholder return (“TSR”)
and reward achievement against long-term Company financial performance targets and long-term
performance of our common stock.
Restricted Stock Units (“RSUs”) incentivize retention and ownership and reward achievement with
long-term performance of our common stock. |
| Equity
Mix Weighted to Performance Share Units |
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For 2024, our annual equity award mix includes 70% PSUs and 30% RSUs. Our 2024 PSUs feature a three-year performance period and are based 40% on three-year average annual Company TSR performance relative to the peer group, with TSR achievement capped at target in the event the Company has a negative TSR; 30% on three-year Organic Net Sales compound annual growth rate (CAGR); and 30% on three-year cumulative Free Cash Flow. |
| Ambitious
Targets |
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We value meritocracy and our performance-based compensation opportunity is designed to be highly market competitive and includes individual and business targets designed to be ambitious but attainable. |
| Responsive
to Stockholders |
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At our 2024 Annual Meeting, stockholders supported the compensation of our NEOs with approval by approximately 96% of the votes cast. In the fall of 2024, we solicited feedback regarding the design and effectiveness of our executive compensation program from a number of our largest stockholders as part of our 2024 stockholder engagement program. Taking into consideration the strong support in 2024 and the feedback received during our fall stockholder engagement meetings, the Compensation Committee has maintained the general design of our compensation program for 2025. The Compensation Committee is committed to continual review and refinement of our compensation program, taking into consideration stockholder feedback and the evolution of our business. For additional information regarding the substantive actions we have taken, informed by our stockholder engagement, see Executive Compensation—Compensation Discussion and Analysis— Compensation Structure and Goals—Year-Round Executive Compensation-Setting Process—Consideration of Say-On-Pay Vote. |
| Peer Benchmarked |
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We use objective criteria to establish our peer company group and evaluate executive compensation versus our peer group median and in light of individual contribution and performance. |
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PROPOSAL
3 |
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RATIFICATION
OF SELECTION OF INDEPENDENT AUDITORS
Ratify the selection of PricewaterhouseCoopers
LLP (“PwC”) as our independent auditors for the fiscal year ending on December 27, 2025.
THE
BOARD RECOMMENDS A VOTE FOR
PROPOSAL 3.
MORE ON PAGE 90
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Taking into consideration the quality of services
provided by PwC and the factors described in the Audit Matters section of this Proxy Statement, the Audit Committee and
the Board have determined that the retention of PwC as our independent auditors continues to be in the best interests of the Company
and our stockholders. The Audit Committee believes that PwC’s tenure as the Company’s auditor lends PwC valuable experience
with the Company and knowledge of our business that are a benefit to the quality and effectiveness of PwC’s audit. This experience
enables PwC to develop and implement efficient and innovative audit processes with respect to Kraft Heinz, focus on the risks that
are significant to the Company and its industry, and provide services for fees the Audit Committee considers competitive.
PROPOSAL
4 |
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STOCKHOLDER
PROPOSAL — REPORT ON
RECYCLABILITY CLAIMS
A stockholder proposal requesting
the Company to issue a report by December 2025 providing the factual basis for legitimacy of all recyclable claims made on
plastic packaging.
THE BOARD RECOMMENDS A VOTE AGAINST PROPOSAL 4.
MORE ON PAGE 94
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The Board believes our current efforts meet the aims
of the proposal and have a significant impact on improving and reducing our packaging while reducing risk for the Company. We
are committed to recycling and to providing consumers with clear information to help increase recycling rates as much as possible,
while also continuing to evolve with a dynamic and rapidly-evolving recycling and regulatory landscape. We have stringent internal
measures designed to provide that on-pack claims are not misleading to consumers, and our on-pack recycling labeling is reviewed
utilizing industry guidance. The Board believes the report requested by the proponent would divert management’s time and
Kraft Heinz resources without providing meaningful benefit to the Company or our stockholders.
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PROPOSAL
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STOCKHOLDER PROPOSAL —
REPORT ON PLASTIC
PACKAGING
A stockholder proposal requesting the Company
to issue a report describing how the Company could address flexible plastic packaging in alignment with the findings of the
Pew Charitable Trusts’ study, Breaking the Plastic Wave, or other authoritative sources, to reduce its contribution
to plastic pollution.
THE BOARD RECOMMENDS A VOTE AGAINST PROPOSAL 5.
MORE
ON PAGE 97
|
The Board believes that, in light of our current initiatives
to mitigate the environmental concerns associated with flexible plastic packaging, the adoption of the stockholder proposal would
divert management’s time and Kraft Heinz resources without providing meaningful benefit to the Company or our stockholders.
PROPOSAL
6 |
|
STOCKHOLDER PROPOSAL
— ADOPT POLICY ON
INDEPENDENT BOARD CHAIR
A stockholder proposal requesting
the Board to adopt a policy, and amend the Company’s By-Laws as necessary, to require the Board Chair position be held
by an independent director.
THE BOARD
RECOMMENDS A VOTE AGAINST PROPOSAL
6.
MORE
ON PAGE 102
|
The Board believes that it is in the best interests
of the Company and our stockholders to allow the Board to retain the flexibility to select the leadership structure that is best
suited to meet the needs of the Company and its stockholders at any given time, including determining, from time to time, whether
it is appropriate for the same individual to serve as CEO and Chair. Adopting a rigid policy as requested by this proposal would
impair the Board’s ability to structure its leadership in the manner it believes most effectively serves the Company and
stockholders’ interests.
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| 2025 Proxy Statement |
15 |
Table of Contents
STOCKHOLDER
ENGAGEMENT
We believe it is important to engage with investors
to better understand their priorities. We developed a robust year-round stockholder engagement program. Each year we engage with
a significant and diverse group of stockholders on topics important to our stockholders as well as the Company. The stockholder
engagement program also informs and improves our decision-making with respect to our strategies, programs, policies, and practices,
and helps create long-term value for Kraft Heinz and our stockholders.
 |
|
| 2024 BY THE NUMBERS |
| BROAD OUTREACH, DEEP ENGAGEMENT |
| |
| ~55% |
~47% |
12 |
45+ |
Common Stock
Outstanding Contacted |
Common Stock
Outstanding Engaged |
Investor Conferences and
Non-Deal Roadshows |
ESG Stakeholder
Engagements |
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YEAR-ROUND ENGAGEMENT
We meet with institutional stockholders throughout
the year to share and respond to questions regarding our performance, significant corporate governance matters, executive compensation,
environmental and sustainability efforts, and changes in our Board and Executive Leadership Team. Our comprehensive engagement
efforts also include year-round outreach by: our Investor Relations team through investor conferences, non-deal roadshows, and
regular meetings with stockholders and sell-side analysts; our Corporate Secretary and Compensation teams with proxy advisory
firms; our ESG team with ESG rating firms and stakeholders; and our Treasury team with rating agencies and firms. Generally, webcasts
of management’s presentations at industry or investor conferences are publicly accessible on our Investor Relations website
at ir.kraftheinzcompany.com/news-events/events.
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| SPRING |
SUMMER |
FALL |
WINTER |
●
We publish our proxy statement and our annual report
●
We hold engagement calls with our largest stockholders in advance of their votes at our Annual Meeting
●
We hold our Annual Meeting |
●
We assess how our stockholders voted on the proposals at our Annual Meeting
●
Our Board and Committees approve the self-evaluation process |
●
We hold engagement calls with our largest stockholders
●
Our Board and Committees conduct annual self-evaluations |
●
We assess outcomes from our fall stockholder engagement calls and governance best practices
●
We review policy updates by our stockholders and stakeholders
●
We update our annual governance framework and policies, taking into account our stockholder engagements and
Board self-evaluations |
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| 16 |
2025 Proxy Statement |
Table of Contents
2024 ENGAGEMENT HIGHLIGHTS
THIRD-PARTY
CONSULTANT
●
We engage the services of Sodali & Co to assist with and expand our stockholder outreach
efforts |
KEY TOPICS FOR 2024 |
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OTHER KEY RESOURCES |
●
Business strategy and current business conditions
●
Financial performance
●
ESG strategy and initiatives
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Corporate governance practices, including Board skills
●
Executive compensation
●
CEO transition
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Human capital management and company culture |
●
Our investor relations website at ir.kraftheinzcompany.com
●
Our annual ESG Report and information at www.kraftheinzcompany.com/esg
●
Our ESG reporting framework disclosures, including
TCFD, at https://www.kraftheinzcompany.com/ esg/verifications.html |
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Throughout 2024, we actively engaged with current
and prospective stockholders at investor conferences and Kraft Heinz events, including:
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| 2025 Proxy Statement |
17 |
Table of Contents
INFORMED GOVERNANCE PRACTICES
We regularly share stockholder feedback with management,
the Board, and Committees of the Board. In addition, the Nominating and Corporate Governance Committee (“Governance Committee”)
considers corporate governance trends and best practices, as well as our peer and other large company practices, including with
respect to our stockholder engagement program and annual meetings, and reviews the voting results of our annual meetings. The
Compensation Committee considers compensation trends and best practices, as well as our peer and other large company practices
and reviews the say-on-pay voting results of annual meetings.
MEANINGFUL, RESPONSIVE ACTION
Informed by our ongoing engagement with the corporate
governance, investment stewardship, and portfolio management teams of our stockholders and other stakeholders throughout the year,
we have made a number of enhancements and refinements to our corporate governance, compensation, and environmental sustainability
programs and practices. Key actions in recent years include:
CORPORATE GOVERNANCE
 |
Enhanced disclosure regarding the skills of members of the Board, including more detailed disclosure
of how the Board defines such skills. |
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Continued focus from the Board on refreshment, with a balance of tenures and strong independent representation. |
COMPENSATION
|
Increased the percentage of PSUs in our annual equity award mix, lengthened vesting periods for PSUs
and RSUs, added Company-specific metrics to PSUs, and aligned CEO compensation structure to that of our other NEOs. |
|
Engaged an independent third-party compensation consultant to advise the Compensation Committee regarding executive compensation
matters. |
ENVIRONMENTAL SUSTAINABILITY
|
Began providing a user-friendly appendix in our annual ESG Reports that shows annual achievement across
various metrics and tracks to Global Reporting Initiative (GRI) Sustainability Standard and aligned to the general principles
of the Sustainability Accounting Standards Board (SASB) for food and beverage companies, as well as the recommendations of
the Task Force on Climate-related Financial Disclosure (TCFD). |
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Announced goal to reduce use of virgin plastic globally by 20% by 2030. |
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Announced goal to achieve net zero GHG emissions across our operational footprint (Scope 1 and Scope 2) and entire global
supply chain (Scope 3) by 2050. |
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| 18 |
2025 Proxy Statement |
Table of Contents
OUR
BOARD
PROPOSAL
1 |
|
ELECTION OF DIRECTORS
Elect the following 12 directors to hold office until
the Company’s 2026 Annual Meeting.
THE BOARD RECOMMENDS
A VOTE FOR EACH OF THE DIRECTOR NOMINEES NAMED FOR ELECTION IN THIS PROXY STATEMENT.
|
At the recommendation of the Governance Committee,
the Board has nominated the 12 directors named in this Proxy Statement for election at the Annual Meeting. If elected, the directors
will serve for a one-year term expiring at the 2026 Annual Meeting of Stockholders and until their successors have been duly elected
and qualified or until their earlier death, resignation, disqualification, or removal.
The Board believes the director nominees are highly
qualified and collectively have the appropriate mix of attributes, perspectives, experience, and expertise to provide strong leadership,
counsel, and oversight to the Company and management to advance our long-term strategy and deliver value to stockholders. Each
nominee has consented to being named as a nominee and has accepted the nomination and agreed to serve as a director if elected.
All of the director nominees are current directors. Eleven of the directors were elected by stockholders at our 2024 Annual Meeting
and the Board appointed Ms. Soo, effective October 24, 2024.
The Board believes that each nominee will be able
and willing to serve if elected. However, if any nominee becomes unable or unwilling to serve between the date of this Proxy Statement
and the Annual Meeting, the Board may designate a new nominee, and the persons named as proxy holders may vote for the substitute
nominee. Alternatively, the Board may reduce the size of the Board.
OUR 2025 DIRECTOR NOMINEES
The nominees represent diverse backgrounds, experiences,
and skills, coupled with strong independence, judgment, and integrity, and embody the qualifications relevant to Kraft Heinz’s
global operations and long-term strategic vision. Among the nominees, four identify as women, eight identify as men, six identify
as People of Color, and six identify as White.
DIRECTOR NOMINEE QUALIFICATIONS
DIRECTOR NOMINEE QUALIFICATION
HIGHLIGHTS
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| 2025 Proxy Statement |
19 |
Table of Contents
DIRECTOR NOMINEE SKILLS AND EXPERTISE
The following highlights the key skills and expertise
that, together with other factors, led the Governance Committee and the Board to recommend the director nominees for election.
The matrix is intended to depict notable areas of experience and expertise for each director nominee. The lack of a mark does
not mean that the nominee does not possess that qualification or skill.
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FINANCIAL
AND ACCOUNTING
Experience in and an understanding of accounting and financial reporting processes, capital structure, and complex
financial transactions is critical to oversight of our performance and compliance with our reporting obligations as a
U.S. publicly traded company. |
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GLOBAL
BUSINESS AND EMERGING MARKETS
Experience in global business, markets, and supply chains or emerging markets, or familiarity with culture, trends,
and issues outside of the United States supports our key strategic initiatives for growth as a global company. |
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CPG
OR RELATED INDUSTRY
Experience in the consumer packaged goods or similar consumer-focused industry provides important insight into trends
and best practices in manufacturing, marketing, and selling food and beverage products. |
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ENTERPRISE
LEADERSHIP
Experience in oversight and operations as a chief executive officer, chief operating officer, or other senior-level
officer, particularly in a public company or other complex global organization, provides a range of practical insights
into the operation of large organizations like ours. |
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SUSTAINABILITY
AND HUMAN CAPITAL
Experience in environmental stewardship, sustainability, nutrition and wellness, and social responsibility or human
capital management strengthens the Board’s oversight of long-term value creation through a responsible and sustainable
business model. |
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REGULATORY
AND PUBLIC POLICY
Experience in a highly regulated industry or public policy in the United States or globally provides valuable insight
as our business operates in a continuously evolving global regulatory landscape. |
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RISK
MANAGEMENT
Experience with oversight and management of various strategic, financial, operational, and commercial risks facing
the Company enables robust oversight of our efforts to mitigate risk and promote compliance. |
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STRATEGIC
TRANSACTIONS
Experience in complex strategic acquisitions, divestitures, or other transactions provides perspective with respect
to our transformation and long-term strategy. |
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BRAND
BUILDING
Experience in strategic portfolio management and brand strategy, marketing, and sales supports our ambitious innovation
strategy in identifying new product areas, platforms, and technologies. |
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DIGITAL
AND TECHNOLOGY
Experience in technological innovation, trends, and implementation and oversight of cybersecurity risk provides insight
for oversight of our navigation of emerging technologies to reach modern consumers. |
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| 20 |
2025 Proxy Statement |
Table of Contents
DIRECTOR
NOMINEE BIOGRAPHIES
The director nominee biographies that follow summarize the key
experience and expertise the director nominees bring to the Board.
 |
Miguel
Patricio
CHAIR
Non-Executive |
| |
|
Age: 58
Director Since:
May 2021
Chair Since:
May 2022
Committees:
None
Other Current
Public Company Boards: None
Key Skills
• Global
Business and Emerging Markets
• CPG
or Related Industry
• Enterprise
Leadership
• Risk
Management
• Strategic
Transactions
• Brand
Building |
Key
Qualifications
Mr. Patricio brings to the Board deep
consumer goods industry and leadership experience as well as valuable perspective as our former CEO.
Career
Highlights |
• Kraft
Heinz
– Chair of the Board (since May 2022) Chief Executive Officer (June 2019 to December
2023)
• Anheuser-Busch
InBev SA/NV (“AB InBev”), a multinational drink and brewing holdings company
– Chief
of Special Global Projects – Marketing (January to June 2019)
– Various
zone president and marketing leadership positions (2008 to 2018)
• InBev
SA, a multinational brewing company and predecessor of AB InBev
– Various
zone president and marketing leadership positions (2004 to 2008) |
• Companhia
de Bebidas das Americas S.A. (“Ambev”), a Brazilian brewing company and
predecessor of AB InBev
– Chief
Marketing Officer (1999 to 2004)
• Philip
Morris Companies Inc., an international tobacco company
– Vice
President, Marketing (1997 to 1999)
• The
Coca-Cola Company, a global beverage company
– Global
Marketing Director (1996 to 1997)
• Johnson
& Johnson, a pharmaceutical and medical device company
– Global
Marketing Director (1989 to 1995) |
 |
John T. Cahill
VICE CHAIR
 Independent
|
| |
|
Age:
67
Director and
Vice Chair Since: July 2015
Committees:
Other Current
Public Company Boards:
• Colgate-Palmolive
Company (since 2005)
• American
Airlines Group (since 2013)
• Autodesk,
Inc. (since December 2024)
Key
Skills
• Financial
and Accounting
• Global
Business and Emerging Markets
• CPG
or Related Industry
• Enterprise
Leadership
• Risk
Management
• Strategic
Transactions |
Key
Qualifications
Mr. Cahill brings to the Board extensive
experience in the food and beverage industry, business finance and financial statements, global markets, and executive
leadership of public companies.
|
Career
Highlights
• Kraft
Foods Group, Inc. (“Kraft”), one of our predecessor companies
– Chief
Executive Officer (2014 to 2015)
– Executive
Chairman (2012 to 2014)
• Mondelēz
International, Inc. (“Mondelēz”), a food and beverage company and former parent of Kraft
– Executive
Chairman Designate, North American Grocery (2012)
• Ripplewood
Holdings LLC, a private equity firm
– Industrial
Partner (2008 to 2011)
• PepsiCo,
Inc., a global food and beverage company, and affiliates
– Various
executive and senior financial positions (1989 to 2007) |
Other
Boards and Experiences
• Kraft
Foods Group, Inc. (2012 to 2015)
• Legg
Mason, Inc., a financial services holding company (2010 to 2014) |
 |
Audit
Committee |
|
 |
Compensation
Committee |
|
 |
Governance
Committee |
|
 |
Chair |
| |
|
| 2025 Proxy Statement |
21 |
Table of Contents
 |
John C. Pope
LEAD DIRECTOR
Independent |
| |
|
Age:
75
Director Since:
July 2015
Lead Director
Since: January 2021
Committees:
Other Current
Public Company Boards:
• Talgo
S.A. (since 2015)
Key
Skills
• Financial
and Accounting
• Global
Business and Emerging Markets
• CPG
or Related Industry
• Enterprise
Leadership
• Regulatory
and Public Policy
• Risk
Management
• Strategic
Transactions |
Key
Qualifications
Mr.
Pope brings to the Board extensive accounting and financial expertise, as well as valuable leadership, operating, marketing,
and international experience. |
Career Highlights
• PFI
Group LLC, a financial management firm
– Chairman
and Chief Executive Officer (since 1994)
• United
Airlines, a U.S.-based airline, and its parent, UAL Corporation
– Various
executive positions in operations, finance, and marketing (1988 to 1994) |
Other Boards and Experiences
• Waste
Management, Inc. (1997 to May 2024)
• R.
R. Donnelley & Sons Company (1996 to February 2022)
• Kraft
Foods Group, Inc. (2012 to 2015)
• Kraft
Foods Inc. (now Mondelēz) (2001 to 2012)
• Con-way,
Inc. (2003 to 2015)
• Dollar
Thrifty Automotive Group, Inc. (1997 to 2012) |
 |
Carlos Abrams-Rivera
Kraft Heinz CEO |
Age:
57
Director Since:
December 2023
Committees:
None
Other Current
Public Company Boards: None
Key
Skills
• Global
Business and Emerging Markets
• CPG
or Related Industry
• Enterprise
Leadership
• Strategic
Transactions
• Brand
Building
• Digital
and Technology |
Key
Qualifications
Mr.
Abrams-Rivera brings to the Board deep consumer packaged goods and brand-building expertise, strong experience in global
and emerging markets, and unique insight as our CEO. |
Career
Highlights
• Kraft
Heinz
– Chief
Executive Officer (since December 2023)
– President,
Kraft Heinz (August to December 2023)
– Executive
Vice President and President, North America (December 2021 to August 2023)
– U.S.
Zone President (February 2020 to December 2021)
• Campbell
Soup Company, a global food and beverage company
– Executive
Vice President and President, Campbell Snacks (May 2019 to February 2020)
– President,
Campbell Snacks (2018 to May 2019)
– President,
Pepperidge Farm (2015 to 2018) |
• Mondelēz
– Various
marketing and leadership positions (2011 to 2015)
• Kraft
Foods Group, Inc., one of our predecessor companies
– Various
positions (1998 to 2010)
Other
Boards and Experiences
• Energizer
Holdings, Inc. (January 2020 to January 2024) |
|
Audit
Committee |
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Compensation
Committee |
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Governance
Committee |
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Chair |
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| 22 |
2025 Proxy Statement |
Table of Contents
 |
Humberto P. Alfonso
Independent |
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|
Age:
67
Director Since:
May 2023
Committees:
Other Current Public
Company Boards:
• Eastman
Chemical Company (since 2011)
Key
Skills
• Financial
and Accounting
• Global
Business and Emerging Markets
• CPG
or Related Industry
• Enterprise
Leadership
• Risk
Management
• Strategic
Transactions |
Key
Qualifications
Mr.
Alfonso brings to the Board deep financial management and public company accounting experience, as well as valuable experience
in the CPG industry, public company leadership, and strategy. |
Career
Highlights
• Information
Services Group, Inc., a global technology research and advisory firm
– Executive
Vice President and Chief Financial Officer (June 2021 to August 2023)
• Yowie
Group Ltd. (“Yowie Group”), a global brand licensing company specializing in children’s consumer
products
– Chief
Executive Officer, Global (2016 to 2018)
• The
Hershey Company, a global confectionery and snack products company
– President,
International (2013 to 2015)
– Executive
Vice President and Chief Financial Officer (2007 to 2013)
– Vice
President, Finance North America (2006 to 2007)
• Cadbury
Schweppes PLC, a multinational confectionery company
– Various
senior and executive financial positions (2003 to 2006) |
• Pfizer,
Inc., a global pharmaceutical company
– Vice
President and Chief Financial Officer Adams Brands (2000 to 2003)
• Warner-Lambert
Company, a pharmaceutical company (acquired by Pfizer, Inc. in 2000)
– Various
financial positions (1983 to 2000)
Other Boards and Experiences
• Yowie
Group (2017 to 2018) |
 |
Lori Dickerson
Fouché
Independent |
Age:
55
Director Since:
May 2021
Committees:
Other Current
Public Company Boards:
• Hippo
Holdings Inc. (since May 2021)
Key
Skills
• Financial
and Accounting
• Enterprise
Leadership
• Regulatory
and Public Policy
• Risk
Management
• Brand
Building |
Key
Qualifications
Ms.
Fouché brings to the Board seasoned financial expertise, deep experience in the financial services industry, and
valuable leadership, operating, and marketing experience. |
Career
Highlights
• TIAA,
a financial services firm
– Senior
Executive Vice President and Advisor to the Chief Executive Officer (June to December 2020)
– Senior
Executive Vice President and Chief Executive Officer, TIAA Financial Solutions (2018 to June 2020)
• Prudential
Financial, Inc. (“Prudential”), a financial services firm
– Group
Head of Individual Solutions (2017 to 2018)
– President
of Prudential Annuities (2015 to 2017)
– Chief
Executive Officer, Prudential Group Insurance (2014 to 2015) |
Other
Boards and Experiences
• Gusto
Inc., a private payroll, benefits, and human resource management software provider (since October 2021)
• Princeton
University Board of Trustees (since September 2021 and 2015 to June 2019) |
|
Audit
Committee |
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Compensation
Committee |
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Governance
Committee |
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Chair |
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| 2025 Proxy Statement |
23 |
Table of Contents
 |
Diane Gherson
Independent |
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|
Age:
68
Director Since:
November 2022
Committees:
Other Current
Public Company Boards: None
Key
Skills
• Global
Business and Emerging Markets
• Enterprise
Leadership
• Sustainability
and Human Capital
• Risk
Management
• Strategic
Transactions
• Digital
and Technology |
Key
Qualifications
Ms.
Gherson brings to the Board extensive expertise in human resources, compensation, and oversight of diversity and inclusion,
as well as valuable experience in corporate transformations and operations. |
Career
Highlights
• Boston
Consulting Group, Inc., a management consulting firm
– Senior
Advisor (since July 2023)
• Harvard
Business School
– Senior
Lecturer (July 2021 to June 2023)
• International
Business Machines Corporation (IBM), a global technology company
– Senior
Vice President and Special Advisor to the Chief Executive Officer (September to December 2020)
– Senior
Vice President and Chief Human Resources Officer (2017 to August 2020)
– Senior
Vice President, Human Resources (2013 to 2017)
– Various
senior leadership positions in human resources, talent, and compensation and benefits (2002 to 2013)
|
• Willis
Towers Watson, a global professional services and human resources consulting company
– Principal
and Global Practice Leader (1997 to 2002)
– Principal
(1994 to 1997)
Other
Boards and Experiences
• Centivo
(since January 2022)
• National
Academy of Human Resources (since January 2019)
• Ping
Identity Holding Corp. (now private) (February 2021 to October 2022)
• TechWolf
(November 2023) |
 |
Timothy Kenesey
Independent |
Age:
57
Director Since:
January 2020
Committees:
Other Current
Public Company Boards: None
Key
Skills
• Financial
and Accounting
• Global
Business and Emerging Markets
• Enterprise
Leadership
• Sustainability
and Human Capital
• Regulatory
and Public Policy
• Risk
Management
• Strategic
Transactions |
Key
Qualifications
Mr.
Kenesey brings to the Board important insights into creating long-term profitable growth, operations, mergers and acquisitions,
risk management, and financial reporting. |
Career
Highlights
• MedPro
Group Inc., a healthcare liability insurance company and subsidiary of Berkshire Hathaway Inc.
– President
and Chief Executive Officer and Director (since 2001)
• General
Electric Company, an industrial technology company
– Senior
Vice President of GE Insurance (2000)
– Global
Business Development Manager of GE Healthcare (1998 to 1999)
• Sidley
Austin LLP, a global law firm
– Attorney
focused on mergers and acquisitions and corporate finance (1993 to 1997)
• KPMG
LLP, an accounting firm
– Audit
and Tax Accountant (1989 to 1990) |
Other
Boards and Experiences
• Fort4Fitness
(since 2007)
• Various
other smaller insurance subsidiaries of Berkshire Hathaway Inc. (since 2001) |
|
Audit
Committee |
|
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Compensation
Committee |
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Governance
Committee |
|
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Chair |
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| 24 |
2025 Proxy Statement |
Table of Contents
 |
Alicia Knapp
Independent |
| |
|
Age:
46
Director Since:
May 2022
Committees:
Other
Current Public Company Boards: None
Key
Skills
• Enterprise
Leadership
• Sustainability
and Human Capital
• Regulatory
and Public Policy
• Risk
Management |
Key
Qualifications
Ms.
Knapp brings to the Board deep experience as a strategic leader, particularly in renewable energy and sustainability,
and significant operational, risk management, and financial acumen. |
Career
Highlights
• BHE
Renewables, LLC (“BHE Renewables”), a renewable energy company and subsidiary of Berkshire Hathaway Inc.
– President
and Chief Executive Officer (since December 2020)
• MidAmerican
Energy Company
(“MidAmerican
Energy”), an energy company providing electric and natural gas service and subsidiary of Berkshire Hathaway Inc.
– Vice
President, Renewable Generation (May to December 2020)
– Vice
President, Gas Delivery (2018 to May 2020)
– General
Manager, Gas Operations (2018) |
• BHE
Renewables
– General
Manager (2017 to 2018)
– Project
Manager (2012 to 2017)
• MidAmerican
Energy
– Project
Manager, Nuclear (2010 to 2012)
– Various
positions in risk management and energy trading (2001 to 2010) |
 |
Elio Leoni Sceti
Independent |
Age:
59
Director Since:
May 2020
Committees:
Other
Current Public Company Boards: None
Key
Skills
• Financial
and Accounting
• Global
Business and Emerging Markets
• CPG
or Related Industry
• Enterprise
Leadership
• Sustainability
and Human Capital
• Strategic
Transactions
• Brand
Building |
Key
Qualifications
Mr.
Leoni Sceti brings to the Board deep experience in the consumer goods sector, operations, marketing, product development,
and disruptive innovation. |
Career Highlights
• The
Craftory, a global investment house for purpose-driven CPG challenger brands
– Co-Founder,
Chief Crafter, and Chairman (since 2018)
• Active
investor in and advisor to early-stage tech companies (since 2010)
• Iglo
Group, a frozen food company whose brands include Birds Eye, Findus, and Iglo
– Chief
Executive Officer (2013 to 2015)
• EMI
Group, a global music company
– Chief
Executive Officer (2008 to 2010)
• Reckitt
Benckiser Group plc, a home, health, and personal care products company
– Various
marketing and management positions (1992 to 2008)
• Procter
& Gamble Company, a CPG company
– Various
marketing positions (1988 to 1992) |
Other Boards and Experiences
• AB
InBev (2014 to April 2023)
• Barry
Callebaut AG (2017 to December 2023)
• LSG
Holdings Limited (since 2011)
• Various
portfolio companies of The Craftory (since 2018)
• Room
to Read, UK Board (since April 2019)
• One
Young World, Board of Trustees (since 2011) |
|
Audit
Committee |
|
|
Compensation
Committee |
|
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Governance
Committee |
|
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Chair |
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Table of Contents
 |
James Park
Independent |
Age:
48
Director Since:
May 2022
Committees:
Other Current
Public Company Boards: None
Key
Skills
• Enterprise
Leadership
• Risk
Management
• Strategic
Transactions
• Brand
Building
• Digital
and Technology |
Key
Qualifications
Mr.
Park brings to the Board deep expertise in technology and digital capabilities, as well as valuable experience in mergers
and acquisitions and public company leadership. |
Career Highlights
• Google
LLC (“Google”), a subsidiary of Alphabet Inc., a global technology company
– Vice
President, Alphabet (January 2024 to April 2024)
– Vice
President and General Manager, Wearables and Health (August 2023 to January 2024)
– Vice
President and General Manager, Fitbit (February 2021 to August 2023)
• Fitbit,
Inc., a connected health and fitness company (acquired by Google in January 2021)
– Chairman
(2015 to January 2021)
– Co-Founder,
President, Chief Executive Officer, and Director (2007 to January 2021) |
• CNET
Networks, Inc. (“CNET”), an online media company
– Director
of Product Development (2005 to 2007)
• Wind-Up
Labs, Inc., an online photo sharing company (acquired by CNET in 2005)
– President
and Co-Founder (2002 to 2005)
Other Boards and Experiences
• Fitbit,
Inc. (2007 to January 2021) |
 |
Debby Soo
Independent |
Age:
44
Director Since:
October 2024
Committees:
Other Current
Public Company Boards: None
Key
Skills
• Financial
and Accounting
• Global
Business and Emerging Markets
• Enterprise
Leadership
• Strategic
Transactions
• Brand
Building
• Digital
and Technology |
Key
Qualifications
Ms.
Soo brings to the Board robust experience in technological innovation and trends as well as deep experience in global,
consumer-focused industries. |
Career Highlights
• OpenTable,
Inc., restaurant technology company and subsidiary of Booking Holdings Inc. (“Booking Holdings”)
– Chief
Executive Officer (August 2020 to present)
• KAYAK
Software Corporation, a travel meta-search service and subsidiary of Booking Holdings
– Chief
Commercial Officer (2017 to July 2020)
– Senior
Vice President of Business Development (2017)
– Various
marketing and senior leadership roles (2010 to 2017) |
Other Boards and Experiences
• EverCommerce
Inc. (March 2021 to October 2024)
• Lesson
Nine GmbH (December 2020 to March 2021) |
|
Audit
Committee |
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Compensation
Committee |
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Governance
Committee |
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Chair |
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BOARD QUALIFICATIONS
AND REFRESHMENT
BOARD MEMBERSHIP
CRITERIA
The selection of qualified directors is key to
ensuring that the Board provides robust and effective oversight of the Company in the execution of our long-term strategy. The
Governance Committee strives to maintain an independent Board with broad and diverse experience and judgment to represent the
interests of our stockholders. The Governance Committee and Board consider a range of factors they view as essential for Board
excellence and effectiveness when recruiting and recommending directors for election.
SKILLS, EXPERTISE,
AND EXPERIENCE
|
|
The Governance Committee seeks director nominees
with integrity, sound judgment, and the mix of professional expertise and educational backgrounds to establish and maintain
a Board strong in its collective knowledge. As part of this, the Governance Committee seeks to identify individuals whose
particular backgrounds, skills, and expertise, when taken together, provide the Board with the key qualifications and skills
that can best perpetuate Kraft Heinz’s success. |
RANGE OF VIEWS
AND EXPERTISE
|
|
The Board and Governance Committee believe that a range of views
and expertise offers a significant benefit to the Board and Kraft Heinz, as varying viewpoints contribute to a more informed
and effective decision-making process. Additionally, the Board and Governance Committee seek out candidates reflective
of the communities in which the Company operates. The Governance Committee reviews its effectiveness in balancing these considerations
when assessing the composition of the Board. |
COMMITMENT
|
|
The Governance Committee considers a director nominee’s ability
to devote sufficient time and effort to fulfill their Kraft Heinz responsibilities, taking into account the individual’s
other commitments. In addition, in determining whether to recommend a director for re-election, the Governance Committee considers
the director’s attendance at Board and Committee meetings and participation in, and contributions to, Board and Committee
activities. |
INDEPENDENCE
|
|
The Board considers whether a nominee meets various independence
requirements, including whether a nominee’s service on boards and committees of other organizations is consistent with
our conflicts of interest policy. |
TENURE AND REFRESHMENT
|
|
The Board considers the mix of experience on the Board to balance
leadership continuity and a sound understanding of our business and strategy with new perspectives that challenge us and push
our continual growth. |
DIRECTOR INDEPENDENCE
Our Corporate Governance Guidelines require that
a majority of our directors meet the independence requirements of Nasdaq. For a director to be considered independent, the Board
must affirmatively determine, after reviewing all relevant information, that a director has no direct or indirect material relationship
with Kraft Heinz that would interfere with their exercise of independent judgment in carrying out their responsibilities as a
director. The Board determined that, under Nasdaq rules, the following director nominees are independent:
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 |
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● Mr.
Alfonso
● Mr. Cahill |
|
● Ms. Fouché
● Ms. Gherson |
|
● Mr.
Kenesey
● Ms. Knapp |
|
● Mr.
Leoni Sceti
● Mr. Park |
|
● Mr.
Pope
● Ms. Soo |
|
Gregory E. Abel and Susan Mulder, who decided not
to stand for re-election at our 2024 Annual Meeting of Stockholders, were also determined to be independent during the periods
in which they served. In conducting its evaluations of Mr. Abel, Mr. Kenesey, and Ms. Knapp, the Board considered each individual’s
affiliation with Berkshire Hathaway Inc. (together with its affiliates, “Berkshire Hathaway”), which held approximately
27.3% of our outstanding common stock as of March 10, 2025, and its subsidiaries. The Board found that such affiliations and directorships
were in compliance with our conflict of interest policies.
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Table of Contents
DIRECTOR
SELECTION PROCESS
Our Governance Committee, with the full Board,
is responsible for establishing Board membership criteria and evaluating the qualifications of Board nominees.
 |
SUCCESSION PLANNING |
| |
The Governance Committee analyzes Board composition and structure
on an ongoing basis to support our long-term strategy, taking into consideration skills and experiences, past contributions
by current directors, and the results of stockholder votes. |
|
IDENTIFICATION OF CANDIDATES |
| |
The Governance Committee identifies qualified candidates and accepts
nominee suggestions from directors, stockholders, management, and others, and may retain third-party search firms to
assist in identifying, evaluating, and conducting due diligence on potential director candidates. Ms. Soo was identified and
presented to the Governance Committee for consideration by an independent third-party search firm retained by the Governance
Committee. |
|
EVALUATION OF CANDIDATES |
| |
The Governance Committee evaluates potential candidates on the criteria
described above and set forth in our Corporate Governance Guidelines. Qualified candidates are generally interviewed by the
Governance Committee Chair, Lead Director, and other members of the Governance Committee, the Board, and management,
as appropriate. |
|
DECISION AND NOMINATION |
| |
Upon recommendation by the Governance Committee that a director
nominee will serve in the best interests of Kraft Heinz and our stockholders, the full Board evaluates and approves
director candidates for appointment and election. |
|
ELECTION BY STOCKHOLDERS |
| |
Our stockholders consider and annually elect by majority vote all
director nominees to serve one-year terms. |
The Governance Committee will consider any candidate
a stockholder properly presents for election to the Board in accordance with the procedures set forth in our By-Laws. The
Governance Committee uses the same criteria to evaluate a candidate suggested by a stockholder as it uses to evaluate a candidate
that the Governance Committee identifies. After the Board’s consideration, our Corporate Secretary will notify that stockholder
whether or not the Board decided to appoint or nominate the candidate. For a description of how stockholders may nominate
a candidate for the Governance Committee’s consideration for election to the Board at an annual meeting, see Other Information—Stockholder Proposals.
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GOVERNANCE
CORPORATE GOVERNANCE HIGHLIGHTS
We are committed to strong corporate governance,
which is critical to promote the long-term interests of our stockholders. The Board believes our governance practices provide
a framework that strengthens our Board and management accountability, allows the Board to set objectives and monitor performance,
helps ensure efficient use of corporate resources, and fosters trust in Kraft Heinz.
BOARD COMPOSITION AND
LEADERSHIP
Continuous Refreshment
emphasizing a diversity of views and experiences and
sound judgment to best perpetuate our success and stockholder interests
Robust Independence,
with 10 of 12 director nominees independent
Strong Independent Lead
Director, elected by independent directors, separate
Chair and Chief Executive Officer roles, and independent Vice Chair
100% Independent Committees
of the Board
Executive Sessions (including
sessions without management present and sessions of the independent directors) at each Board meeting
Director Time Commitments
Policy limits service on the boards of other public companies
to three or, for chief executive officers of public companies, one (each in addition to Kraft Heinz)
Annual Performance Evaluations
for the Board and all Committees of the Board
Robust Director Selection
Process
Active Oversight of
Risks related to the Company’s business, including
ESG risks
Special Meetings of
the Board may be called by our CEO, Chair, a majority
of directors, or our Vice Chair or any Committee Chair with the support of at least two other directors
|
|
STOCKHOLDER RIGHTS
Proactive Year-Round
Engagement with stockholders and incorporation of stockholder
input in our strategies and programs
Annual Election of Directors
with Majority Voting Standard in uncontested elections
Annual Say-on-Pay Votes
Stockholder Right to
Call Special Meetings for stockholders of record of at
least 20% of the voting power of our outstanding stock
No “Poison Pill”
Stockholder Action by
Written Consent
OTHER BEST PRACTICES
Rigorous Stock Ownership
Requirements to align directors’ and executive
officers’ interests with those of stockholders
Robust Clawback Policy
Insider Trading Policy,
including Anti-Hedging and Pledging Policies
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Table of Contents
BOARD STRUCTURE
AND OPERATIONS
5
BOARD
MEETINGS IN 2024
|
|
KEY RESPONSIBILITIES IN 2024
● Development
of and progress on our long-term strategic plan
● Capital
structure and capital allocation strategy
● Risk
oversight
● Succession
planning
MANAGEMENT ATTENDANCE AT BOARD MEETINGS
Key members of management regularly attend
and participate in Board and Committee meetings. Regular attendees include our CEO, CFO, Global General Counsel and Corporate
Affairs Officer, and other members of the Executive Leadership Team. Other senior leaders attend as meeting topics warrant.
|
BOARD LEADERSHIP
STRUCTURE
Our governance framework provides the Board with
the flexibility to select the appropriate leadership structure to allow the Board to effectively carry out its responsibilities,
serve the long-term interests of Kraft Heinz, and best represent our stockholders’ interests. The Board evaluates its leadership
structure based upon our best interests and particular circumstances at the time, taking into consideration the composition of
the Board, including the tenure and skill sets of the individual directors and the Board as a whole, our specific business and
long-term strategic needs, our operating and financial performance, industry conditions, the economic and regulatory environment,
annual Board evaluations, the advantages and disadvantages of alternative leadership structures, and our corporate governance
practices generally.
| ● |
In 2021, as part of its periodic evaluation of
its leadership structure, the Board appointed Mr. Pope as independent Lead Director, taking into consideration his deep understanding
of our business and industry, and determined that Mr. Pope is well positioned to provide constructive, independent, and informed
guidance and oversight to management. |
| ● |
In 2022, following the retirement of our then Chair, the Board combined
the roles of Chair and CEO and appointed Mr. Patricio to the role, effective in May 2022. The Board thoroughly considered
a range of factors, including our strategic priorities, the complexity and global nature of our business, the various capabilities
of our directors, the highly independent composition of the Board, the meaningful responsibilities of the independent Lead
Director, and the current environment of our industry. The Board concluded that a combined role, together with the strong
independent leadership provided by our Lead Director, Vice Chair, and each of the three standing Board Committees, which consist
solely of, and are chaired by, independent directors, provides an appropriate balance between effective independent oversight
and strong, consistent leadership to drive execution of our enterprise strategy. |
| ● |
In 2023, in connection with the transition of our CEO from Mr. Patricio
to Mr. Abrams-Rivera, the Board separated the roles of Chair and CEO. The Board believes that this structure supports
a smooth transition and enables the Board and Company to best leverage Mr. Patricio’s and Mr. Abrams-Rivera’s strongest talents to promote the continued growth of our business. As CEO, Mr. Abrams-Rivera is
responsible for developing and overseeing the execution of our business strategy and leading and managing the day-to-day operations
of the Company. As non-executive Chair, Mr. Patricio focuses on Board leadership and governance and serves as a liaison
between the Board and management, working closely with our independent Lead Director and CEO. The Board believes this structure
serves the best interests of Kraft Heinz and our stockholders at this time and has not established a specific transition period
or term for Mr. Patricio’s role as non-executive Chair. |
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Table of Contents
From time to time, the Board may also determine
that it is appropriate to nominate members of management to the Board, including the CEO. Our current CEO was initially appointed
to serve as a director in December 2023 and is nominated for re-election at the Annual Meeting. Our previous CEO and current Chair
of the Board was initially elected at our 2021 Annual Meeting of Stockholders and is nominated for re-election at the Annual Meeting.
CURRENT BOARD
LEADERSHIP AND RESPONSIBILITIES
| |
|
MIGUEL
PATRICIO
Since:
May 2022
|
CHAIR
Non-Executive
● Presides
at all meetings of the Board
● With
the Lead Director, reviews and establishes Board meeting agendas and schedules to ensure sufficient time for discussion of all agenda items
● Serves
as a Board representative for consultation and direct communication with major stockholders, as appropriate
● Actively
participates in CEO succession planning
● Provides
feedback to the Compensation Committee on the performance of the CEO
● Performs
such other duties as the Board may from time-to-time request
|
| Mr. Patricio served as our CEO from June 2019 to December
2023 and has served as a director since May 2021 and as Chair since May 2022. In appointing him as Chair, the Board considered
Mr. Patricio’s deep knowledge of our industry, his awareness of key issues facing Kraft Heinz, and his ability to serve
as a highly effective bridge between the Board and management and work closely and transparently with our independent directors. |
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|
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|
JOHN T. CAHILL
Since: July 2015
|
VICE CHAIR
●  Independent
● Assists
the Chair
● Serves
as meeting chair when the Chair and Lead Director are unable to attend
● Performs
other duties as the Board may from time-to-time request
|
| |
| Mr. Cahill has served on our Board as Vice Chair since
July 2015, prior to which he served as Chairman and CEO of Kraft Foods Group, Inc. (“Kraft”), one of our predecessor
companies from 2014 to 2015. He previously served as Kraft’s Executive Chairman from 2012 to 2014. In appointing him
as Vice Chair, the Board considered Mr. Cahill’s strong track record of executive leadership, his extensive experience
in the consumer goods industry, and his ability to provide valuable strategic insight. |
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Table of Contents
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|
JOHN
C. POPE
Since:
January 2021
|
LEAD DIRECTOR
Independent
● Presides
at meetings of the Board at which the Chair is not present, including sessions of the independent directors
● Has
the authority to call meetings (including executive sessions) of the independent directors and directors unaffiliated
with Berkshire Hathaway
● Reviews
and approves Board meeting agendas and schedules to ensure sufficient time for discussion of all agenda items
● Serves
as a Board representative for consultation and direct communication with major stockholders, as appropriate
● Provides
oversight of CEO and Chair succession planning
● Monitors
and evaluates, along with the Compensation Committee and the other independent directors, the performance of the CEO
● Performs
other duties as the Board or independent directors may from time-to-time request
|
| |
|
Mr. Pope has served as a director since
July 2015 and was a director of our predecessor companies from 2001 to 2015. He has served on the Kraft Heinz Audit, Compensation,
and Governance Committees. During his tenure, he has developed an expansive knowledge of Kraft Heinz through significant
strategic advances, transformational, operational and organizational changes, and an evolving external environment. Mr.
Pope also has deep operational and leadership experience as a public company executive and director.
In appointing Mr. Pope as Lead Director,
the independent directors took into consideration Mr. Pope’s experience and knowledge, integrity, and commitment
to the Board. The Board and the independent directors considered Mr. Pope’s other commitments and noted his high
engagement with the Board and Kraft Heinz management, his history of attendance at Board and Committee meetings, and the
additional responsibilities he was undertaking prior to his appointment as Lead Director. The Board determined that Mr.
Pope could serve effectively. The Governance Committee, the Board, and the independent directors believe that Mr. Pope
continues to dedicate significant time, effort, and attention to his Kraft Heinz Board responsibilities.
|
COMMITTEES
OF THE BOARD
The Board has three standing Committees: Audit,
Human Capital and Compensation, and Nominating and Corporate Governance. Each Committee consists exclusively of independent directors,
including, with respect to members of the Audit Committee and Human Capital and Compensation Committee, the heightened independence
standards under Nasdaq and SEC rules applicable to such committee service. The Chair of each Committee reports to the Board on
the topics discussed and actions taken by the Committee at each Board meeting. Each Committee has a charter that sets forth the
Committee’s roles and responsibilities and is reviewed annually by the Committee, with any proposed changes required to
be approved by the Board. Each Committee has the authority to retain and terminate independent counsel or other advisors without
approval from, or consultation with, management and approve fees and other terms of the engagement.
The Board designates Committee members and Chairs
based on the Governance Committee’s recommendations. The Governance Committee and the Board believe that the size of the
Board allows for effective Committee organization and facilitates efficient meetings and decision making.
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AUDIT COMMITTEE |
JOHN C. POPE Chair
HUMBERTO P. ALFONSO
JOHN T. CAHILL
LORI DICKERSON FOUCHÉ
DEBBY SOO
|
|
KEY RESPONSIBILITIES
●
Oversees our financial matters and strategy, the integrity of our financial statements, our accounting and financial
reporting processes, our systems of internal control over financial reporting, and the safeguarding of our assets
●
Oversees our compliance with applicable legal and regulatory requirements, including our ethics and compliance
programs, codes of conduct, and actual or alleged violations of the codes of conduct
●
Oversees our enterprise risk management program, including risk assessment and risk management guidelines, policies,
and processes by which we manage risk, such as those related to major financial risk exposures, information technology,
and cybersecurity
●
Oversees our independent auditors’ qualifications, independence, and performance, the performance of our
internal audit function, our audit procedures, and our audit plan
RECENT COMMITTEE FOCUS AREAS
In 2024, the Committee’s oversight focused on, among other things:
●
Key financial reporting and disclosure matters
●
Internal audits
●
Tax and litigation matters
●
Ethical and legal compliance
●
Enterprise risk management
●
Information Technology, Operations Technology, and Cybersecurity
QUALIFICATIONS
●
All members meet the “financial sophistication” standards of the Nasdaq rules.
●
The Board has determined that Mr. Pope, Mr. Alfonso, and Mr. Cahill each qualify as an “audit committee
financial expert” within the meaning of SEC rules.
●
No Audit Committee member received any payments from us in 2024 other than compensation for service as a director.
ETHICS AND COMPLIANCE HELPLINE
The Audit Committee has established procedures for the receipt, retention, and treatment, on a confidential basis, of any
complaints we receive. We encourage employees and third-party individuals and organizations to report concerns about our
accounting controls, auditing, ethics, or compliance matters, or anything else that appears to involve financial or other
wrongdoing. To report online or find a local phone number to report by phone, including anonymously, visit www.KraftHeinzEthics.com.
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 |
HUMAN CAPITAL AND COMPENSATION COMMITTEE |
TIMOTHY KENESEY Chair
DIANE GHERSON
ELIO LEONI SCETI
JAMES PARK
JOHN C. POPE
|
|
KEY RESPONSIBILITIES
●
Oversees our strategies and policies related to key human resources policies and practices, including belonging,
workplace environment and culture, engagement, pay equity, and talent development and retention
●
Approves peer group used to benchmark executive pay levels and plan design practices
●
Establishes, reviews, and administers our compensation and benefits policies, including incentive-compensation and equity-based plans
●
Oversees our executive compensation programs and succession planning
●
Reviews our compensation policies and practices for employees as they relate to risk management and mitigation
●
Evaluates and approves our CEO’s goals and objectives, performance, and elements and amounts of compensation,
and reviews and approves the compensation of our other executive officers and Section 16 reporting officers
●
Approves equity and other long-term incentive awards granted under our plans
●
Assesses the compensation of non-employee directors
●
Reviews and considers stockholder viewpoints on compensation, including our say-on-pay voting results
RECENT COMMITTEE FOCUS AREAS
In 2024, the Committee’s oversight focused on, among other things:
●
Compensation program strategy and design, including:
–
pay-for-performance components to reinforce a pay-for-performance culture
–
plan modifications to improve overall alignment with the business strategy and market practice
●
CEO succession
●
Human capital plans to deliver talent required for our long-term plan, including:
–
organization human capital plans
–
recruitment, retention, and engagement strategies
DELEGATION
Under its charter, the Committee may delegate any of its responsibilities to the Chair, another Compensation Committee
member, or a subcommittee of Compensation Committee members, unless prohibited by law, regulation, or Nasdaq rule.
INTERLOCKS
The Board has determined that all of the directors who served on the Compensation Committee during our 2024 fiscal
year were independent within the meaning of Nasdaq rules. During our 2024 fiscal year, no member of the Compensation Committee
had a relationship that must be described under SEC rules relating to disclosure of related person transactions. During
our 2024 fiscal year, none of our executive officers served on the board of directors or compensation committee of any
entity that had one or more of its executive officers serving on the Board or the Compensation Committee.
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NOMINATING AND CORPORATE GOVERNANCE COMMITTEE |
JOHN T. CAHILL Chair
LORI DICKERSON FOUCHÉ
ALICIA KNAPP
JOHN C. POPE
|
|
KEY RESPONSIBILITIES
●
Considers and makes recommendations to the Board regarding candidates for director, incumbent directors’ performance,
director independence, and the structure and composition of the Board and its Committees, as well as director succession planning
●
Oversees policies and procedures related to related person transactions, including reviewing transactions and making
recommendations to the Board
●
Develops and oversees an annual self-evaluation process for the Board and its Committees
●
Advises the Board on corporate governance matters, including developing and reviewing the Corporate Governance Guidelines
●
Oversees our stockholder engagement program and considers stockholder viewpoints on corporate governance
RECENT COMMITTEE FOCUS AREAS
In 2024, the Committee’s oversight focused on, among other things:
●
Director succession planning and recommendations to the Board regarding candidates for director
●
Board composition and disclosure
●
Board, committee, and individual director performance
●
Investor outreach and feedback
|
DIRECTOR ENGAGEMENT
MEETING ATTENDANCE
22
BOARD AND COMMITTEE
MEETINGS IN 2024
100%
AVERAGE ATTENDANCE OF
DIRECTORS AT BOARD AND
COMMITTEE MEETINGS
IN 2024
|
|
BOARD
AND COMMITTEE MEETING ATTENDANCE
We expect directors to attend all Board meetings and meetings of the Committees on which they serve. During 2024 each incumbent
director attended 100% of the Board and the Committees on which, and during the period that, they served.
EXECUTIVE SESSIONS
The Board believes that a key element of effective independent oversight is regular meetings of the independent directors
in executive session without management present. In 2024, independent directors met in executive session at all Board meetings.
These sessions are chaired by the Lead Director, who reports key actions to be taken to the Chair, CEO, and Corporate Secretary.
ANNUAL MEETING ATTENDANCE
Directors are encouraged, but are not required, to attend our Annual Meeting of Stockholders. All of our current directors
nominated for election at such meeting attended our 2024 Annual Meeting of Stockholders.
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DIRECTOR TIME COMMITMENTS POLICY
The Board believes that service on the boards of
other public companies provides directors with knowledge and experience in governance and leadership that is valuable to Kraft
Heinz. The Board also recognizes that public board service requires significant time and effort and that it is critical to the
success of the Company that directors have the ability to dedicate sufficient time and attention to their Kraft Heinz Board responsibilities.
The Board’s policy, which is included in our Corporate Governance Guidelines:
●
Limits directors’ service on the boards
of other public companies to three or, for directors who are chief executive officers of public companies, one (each in addition
to Kraft Heinz)
●
Requires that the Board determine whether simultaneous service on more
than two other public company audit committees (in addition to Kraft Heinz) impairs a director’s ability to serve effectively
on our Audit Committee
●
Establishes an expectation that directors consult with the Chair, the Lead Director,
and the Chair of the Governance Committee before accepting an offer to serve on another public company board or as a member of
the audit committee of another public company
●
Requires the Governance Committee to take into account the nature and extent of a
director’s other commitments when determining whether it is appropriate to nominate that director for re-election
●
Requires directors’ service on the boards and committees of other organizations
to be consistent with our conflict of interest policies
|
|
DIRECTOR
maximum of 3 other
public company boards
|
| |
PUBLIC COMPANY CEO
Maximum of 1 other
public company board
|
| |
AUDIT COMMITTEE
Maximum of 2 other
public company audit committees
|
Mr. Cahill currently serves on the audit committee
of three other public companies and the Board has determined that such simultaneous service does not impair his ability to effectively
serve on the Company’s Audit Committee. In making this determination, the Board considered Mr. Cahill’s exceptional
Committee and Board attendance record, his valued contributions to the Audit Committee, and his professional background and significant
financial experience as the former CEO of Kraft Foods Group, Inc. and CFO of The Pepsi Bottling Group, Inc. As of March 10, 2025,
all directors and director nominees are in compliance with the policy. The Governance Committee reviews our director time commitments
policy as part of its annual review of our Corporate Governance Guidelines. We also review the policies of our institutional investors
on an ongoing basis and discuss such policies during our investor engagement calls.
DIRECTOR ORIENTATION AND EDUCATION
We engage each new director in an orientation program
to familiarize them with our business, strategy, and policies and provide an opportunity to directly engage with senior leaders
throughout the business. Orientation is conducted as soon as reasonably practicable after the meeting at which the director is
first elected. It includes presentations on our business and strategic plans, financial position and practices, significant issues
and risks, governance and corporate responsibility practices, executive compensation, Company culture, and key environmental and
sustainability efforts, as well as a site visit to one of our manufacturing and processing facilities.
Throughout the year, management and outside experts
regularly provide presentations to the Board and Committees on Kraft Heinz’s strategic and business plans, financial performance,
legal and regulatory matters, compliance programs, recent developments and current events that relate to our strategy and business,
and other topics of interest to directors, including artificial intelligence. Directors are welcome to attend meetings of Committees
of which they are not a member. Directors also have unrestricted access to management and are encouraged to meet with management
to enhance their understanding of our strategy and business. Periodically, the Board also visits Kraft Heinz’s facilities
to deepen their understanding of our business.
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ANNUAL BOARD AND COMMITTEE EVALUATIONS
The Board believes director evaluations are a critical
component of its effectiveness and continuous improvement and an essential practice of good corporate governance. The Board
conducts an evaluation of its performance and effectiveness, as well as that of its three standing Committees, on an annual
basis. The purpose of the evaluations is to identify ways to enhance the overall effectiveness of the Board and its Committees
and to track progress. The Governance Committee is responsible for developing, recommending to the Board, and overseeing the annual
self-evaluation process of the Board and each of its Committees.
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BOARD’S OVERSIGHT ROLE
STRATEGY OVERSIGHT
The Board takes an active role in oversight of
management’s creation and execution of our long-term strategy and our capital allocation plan for long-term value creation.
The full Board oversees our short- and long-term strategic plans, the status of key strategic initiatives, and the principal strategic
opportunities and risks that face our business through robust engagement with management, taking into consideration our key priorities,
global trends impacting our business, regulatory developments, and emerging innovation. The Board periodically, and at least annually,
devotes significant time to in-depth, long-term strategic reviews with our executive and senior business leaders. During these
reviews, management provides the Board with its view of key commercial and strategic risks and opportunities faced by our business.
The Board brings its collective, independent judgment to provide robust feedback on management’s identification of key strategic
risks and opportunities and appropriate actions to mitigate risk. At subsequent meetings, the Board continues to review the Company’s
progress against our long-term strategy and capital allocation plan. In addition, specific areas of strategic risk and opportunity
are identified for Board or Committee discussion as specific risks arise or as requested by management or individual directors.
The Board’s oversight of strategy is also prominent in our merger, acquisition, divestiture, and corporate development activities.
Additionally, the Board annually considers and approves our budget and capital allocation plans, which are linked to our long-term
strategic plans and priorities. In 2024, the Board received updates on our operating plan and considered our long-term strategic
plan as well as capital allocation plan, discussed our strategic ambitions, and evaluated near-term strategic focus areas at multiple
meetings.
RISK OVERSIGHT
ENTERPRISE RISK MANAGEMENT
Our Strategic Enterprise Risk Management (“SERM”)
approach is an ongoing process effected at all levels of our operations and across business units and functions to identify, assess,
monitor, manage, and mitigate risk over the short, intermediate, and long term. As part of this process, the Company:
| ● |
identifies material risks, including operational, strategic, and financial
risks |
| ● |
assesses and prioritizes risks taking into account various factors such as the potential
impact, likelihood of occurrence, and effectiveness of current mitigation strategies |
| ● |
develops plans to monitor, manage, and mitigate material risks |
Our SERM process is designed to facilitate open
communication between management and the Board to advance the Board’s and Committees’ understanding of our risk management
process, how it is functioning, the participants in the process, key risks to our business and performance, and the information
gathered through the approach. The Board and Committees may also receive reports from external advisors such as outside counsel
and industry experts to further understand critical risk areas. These risks inform Board and Committee discussion topics throughout
the year.
The Audit Committee oversees the SERM process and
is responsible for allocating responsibility for overseeing the review and assessment of key risk exposures to appropriate Committees.
The Audit Committee routinely meets privately with representatives from PwC, our independent auditors, as well as our Global Head
of Internal Audit, Chief Global Ethics and Compliance Officer, and Global General Counsel and Corporate Affairs Officer. Our Enterprise
Risk Committee, which consists of cross-functional members of management, helps identify, evaluate, and implement risk management
controls and methodologies to address identified risks and functionally reports directly to the Executive Leadership Team.
ROLE OF THE BOARD AND COMMITTEES
We face various risks to our business, including
strategic, financial, legal, regulatory, operational, accounting, and reputational risks. Identifying, managing, and mitigating
our exposure to these risks and effectively overseeing the risk-management process are critical to our operational decision-making
and annual planning processes.
While management has primary responsibility for
managing risk, the Board is responsible for risk oversight with specific areas delegated to appropriate Committees that report
on their deliberations to the Board.
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For more information about the risks facing the
Company, see the factors described in Item 1A, Risk Factors in our Annual Report on Form 10-K for the year ended December
28, 2024 (the “2024 Annual Report”) and those set forth in our future filings with the SEC. The risks described in
the 2024 Annual Report and subsequent filings with the SEC are not the only risks facing us. Additional risks and uncertainties
not currently known or that may currently be deemed to be immaterial based on the information known to us may also materially
adversely affect our business, financial condition, or results of operations.
COMPENSATION OVERSIGHT
The Compensation Committee, in reliance on analysis
provided by an outside consultant engaged by the Company, annually evaluates the risk profile of our executive and broad-based
employee compensation programs. In its evaluation for our 2024 fiscal year, the Compensation Committee reviewed our executive
compensation structure to determine whether our compensation policies and practices encourage our executive officers or employees
to take unnecessary or excessive risks and whether these policies and practices properly mitigate risk. Based on management’s
assessment of our current programs, including analysis provided by an outside consultant, the Compensation Committee concluded
that our 2024 executive compensation plans were designed in a manner to:
| ● |
achieve a balance of
short- and long-term performance aligned with key stakeholder interests |
| ● |
discourage executives from taking
unnecessary or excessive risks that would threaten the reputation and sustainability of Kraft Heinz |
| ● |
encourage appropriate assumption
of risk to the extent necessary for competitive advantage purposes |
CYBERSECURITY OVERSIGHT
The Audit Committee is responsible for oversight
of the Company’s information technology and cybersecurity risks. To fulfill its oversight responsibilities, the Committee
receives updates from our Global Chief Information Officer and Chief Information Security Officer on a regular basis, which cover
topics related to information security, privacy, and cyber risks and risk management processes, including the status of significant
cybersecurity incidences, the emerging threat landscape, and the status of projects to strengthen the Company’s information
security posture. We have also adopted a cyber incident response plan, under which the Audit Committee is informed of any cybersecurity
incidents with the potential to materially adversely impact the Company or our information systems. The Audit Committee regularly
reports to the Board on information technology, cybersecurity, and privacy matters. For more information regarding our cybersecurity
risk management efforts, see Item 1C, Cybersecurity in our 2024 Annual Report.
HUMAN CAPITAL OVERSIGHT
The Board is actively engaged in overseeing development
and succession of the Company’s senior management and the Company’s key human resources strategies. The Compensation
Committee oversees the Company’s compensation and benefits plans, policies, and programs, long-term incentive programs,
and succession plans for the CEO and other senior executive positions as well as strategies, policies, and outcomes related to
belonging, workplace environment and culture, pay equity, and talent development and retention. To fulfill its oversight responsibilities,
the Committee receives updates from our Global Chief People Officer at least once a year, which cover topics related to engagement
and attrition, culture, leadership development, and performance management. The Compensation Committee regularly reports to the
Board on human capital management, culture, employee engagement, and performance matters.
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ESG OVERSIGHT
Our ESG governance starts with oversight of our
ESG strategy, risks, goals, policies, practices, and disclosures by the Board, as set forth in our Corporate Governance Guidelines.
We believe the full Board’s responsibility for consideration and oversight of critical ESG issues enhances our sustainability
efforts, which are an integral component of our enterprise strategy. To fulfill its oversight responsibilities, the Board receives
regular updates on priority ESG issues from our Chief Procurement and Sustainability Officer, as well as other team leaders throughout
the business, which cover topics related to policy and program development, actions taken to protect the Company from the negative
impacts of climate change on our operations and value chain, and progress toward achieving our ESG goals.
ESG GOVERNANCE
We pursue our ESG goals through a cross-functional
approach across the Company and throughout our value chain, centered on continuous improvement. Our ESG governance structure is
designed to enable us to live our Dream and Values and embed ESG throughout the Company.
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OTHER GOVERNANCE POLICIES AND PRACTICES
GOVERNANCE DOCUMENTS
CORPORATE GOVERNANCE GUIDELINES
The Board is committed to corporate governance
practices that promote and protect the long-term interest of our stockholders. Our Corporate Governance Guidelines provide a robust
framework for the Board in performing its fiduciary duties and promoting trust in the Company. Our Corporate Governance Guidelines
define our governance philosophy, practices, and policies across key areas, including the Board’s role, responsibilities,
composition, membership criteria, and structure, as well CEO and Board performance evaluations. The Governance Committee periodically
reviews these guidelines and recommends any changes to the Board for consideration.
CODES OF CONDUCT
We have a Code of Business Conduct and Ethics for
Non-Employee Directors applicable to our non-employee directors and a Code of Conduct applicable to our employees (including our
NEOs) and contingent and contract workers (together, the “Codes of Conduct”). The Codes of Conduct reflect our values
and are designed to deter wrongdoing and to promote honest and ethical conduct, compliance with applicable laws, rules, and regulations,
confidentiality of our proprietary information, and accountability. Our directors, employees, contingent and contract workers,
partners, suppliers, and customers, as well as consumers can ask questions about our Codes of Conduct and other ethics and compliance
issues, or report potential violations, through our Ethics Helpline, online or by phone, which is operated by an independent and
multilingual third-party reporting specialist.
In the event we amend or waive any of the provisions
of the Codes of Conduct applicable to our directors, principal executive officer, principal financial officer, principal accounting
officer, or controller, we also intend to disclose such actions, as required, on our website.
RELATED PERSON TRANSACTIONS POLICY
The Board has adopted a written policy regarding
the review and, where appropriate, approval and ratification of any transaction in which Kraft Heinz is a participant, the amount
involved exceeds $120,000, and any related person had, has, or will have a direct or indirect material interest. In general, related
persons include our directors, executive officers, and holders of 5% or more of our common stock and their immediate family members.
The Governance Committee, in the course of its
review and approval or ratification of a related person transaction under this policy, considers, among other things:
| ● |
the commercial reasonableness of the transaction |
| ● |
the materiality of the related person’s direct or indirect interest in the transaction |
| ● |
whether the transaction may involve an actual conflict of interest or the appearance of
a conflict of interest |
| ● |
the impact of the transaction on the related person’s independence (as defined in
our Corporate Governance Guidelines and under Nasdaq rules) |
| ● |
whether the transaction would violate any provision of our Codes of Conduct |
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The Governance Committee approves or ratifies only
those related person transactions that are fair and reasonable to Kraft Heinz and in our and our stockholders’ best interests,
with any member of the Governance Committee who is a related person with respect to a transaction under review recusing themself
from the deliberations or decisions regarding the transaction. The Chair of the Governance Committee (or the Chair of the Audit
Committee if the Chair of the Governance Committee is a related person with respect to the transaction under review) will review
and approve or ratify potential related person transactions when it is not practicable or desirable to delay review of a transaction
until a Governance Committee meeting and will report to the Governance Committee any transaction so approved or ratified.
CORPORATE GOVERNANCE MATERIALS AVAILABLE ON
OUR WEBSITE
Our Corporate Governance Guidelines, Committee
charters, and Codes of Conduct can be found on our website by visiting ir.kraftheinzcompany.com
and clicking on the “Corporate Governance” tab. The information on our website is not, and will not be
deemed to be, a part of this Proxy Statement or incorporated by reference into any of our other filings with the SEC. In addition,
we will promptly deliver free of charge, upon request, a copy of our Corporate Governance Guidelines, Committee charters, or Codes
of Conduct to any stockholder requesting a copy.
REGISTRATION RIGHTS AGREEMENT
Pursuant to a registration rights agreement (the
“Registration Rights Agreement”) entered into in connection with the merger of Kraft Foods Group, Inc. with and into
a wholly owned subsidiary of H.J. Heinz Holding Corporation in July 2015 (the “Kraft Heinz Merger”), we have granted
Berkshire Hathaway registration rights with respect to the shares of Kraft Heinz common stock held by Berkshire Hathaway as of
the date of the closing of the Kraft Heinz Merger. The registrable shares represent shares of Kraft Heinz common stock acquired
from Heinz in connection with the Kraft Heinz Merger and/or immediately prior to the Kraft Heinz Merger pursuant to a warrant.
Registration rights do not apply to shares of Kraft Heinz common stock subsequently acquired by Berkshire Hathaway or any other
party to the Registration Rights Agreement. These rights include demand registration rights, shelf registration rights, and “piggyback”
registration rights, as well as customary indemnification. The rights are subject to certain holdback and suspension periods.
We generally will bear all fees, costs, and expenses related to registrations, other than underwriting discounts and commissions
attributable to the sale of shares of Kraft Heinz common stock by Berkshire Hathaway, as applicable.
INSIDER TRADING POLICY, INCLUDING ANTI-HEDGING
AND ANTI-PLEDGING POLICIES
We have adopted insider trading policies and procedures
governing the purchase, sale, and other disposition of Kraft Heinz securities by our directors, executive officers, and employees
and other covered persons, as well as the Company itself, that we believe are reasonably designed to promote compliance with insider
trading laws, rules, and regulations and the Nasdaq listing standards. Our Insider Trading Policy limits the timing and types
of transactions in Kraft Heinz securities by employees (including executive officers) and directors. Among other restrictions,
the policy prohibits holding Kraft Heinz securities in a margin account or pledging Kraft Heinz securities as collateral for a
loan, as well as short-selling Kraft Heinz securities, transacting in puts, calls, or other derivatives on Kraft Heinz securities,
or hedging transactions on Kraft Heinz securities. A copy of our Insider Trading Policy is filed as Exhibit 19.1 to our 2024 Annual
Report.
COMMUNICATIONS WITH THE BOARD
Information for stockholders and other parties
interested in communicating with our Chair, Lead Director, full Board, or our independent directors, individually or as a group,
is included in our Corporate Governance Guidelines, which are available on our website at ir.kraftheinzcompany.com
under the “Corporate Governance” tab. Our Corporate Secretary forwards communications relating to matters
within the Board’s purview to the independent directors; communications relating to matters within a Committee’s area
of responsibility to the Chair of the appropriate Committee; and communications relating to ordinary business matters, such as
suggestions, inquiries, and consumer complaints, to the appropriate Kraft Heinz executive or employee. Our Corporate Secretary
does not forward solicitations, junk mail, or obviously frivolous or inappropriate communications.
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DIRECTOR
COMPENSATION
DIRECTOR COMPENSATION PROGRAM
Our director compensation program includes a combination
of cash compensation and an annual grant of deferred stock. The Compensation Committee reviews our director compensation program regularly
and recommends changes, if any, to the Board for its approval. For our 2024 fiscal year, our non-employee directors received:
2024 DIRECTOR COMPENSATION
| 2024 Annual Compensation |
|
2024 Additional Retainers |
 |
|
Chair of the Board |
$60,000 |
CASH* |
| |
|
$120,000 |
STOCK |
| |
Lead Director |
$30,000 |
CASH |
| |
Committee Chairs: |
|
|
| |
Audit |
$25,000 |
CASH |
| |
Compensation |
$20,000 |
CASH |
| |
Governance |
$20,000 |
CASH |
| |
If a director serves as Chair of multiple Committees, the director
will only receive one additional cash retainer.
Directors do not receive meeting fees.
* The Chair may elect to receive this cash retainer as equity.
|
Cash retainers are paid on a quarterly basis. In lieu of
the annual cash retainer, pursuant to the Amended and Restated Deferred Compensation Plan for Non-Management Directors, directors may
elect to receive shares of deferred stock annually payable in arrears.
Deferred stock awards are granted effective immediately following
each annual meeting of stockholders. Shares of deferred stock are eligible to receive dividends that are accrued at the dividend payment
date in the form of dividend equivalent units (“DEUs”). When dividends are paid on our common stock, we accrue the value
of the dividend and issue a number of DEUs equal to the accrued dividend value. DEUs are subject to the same terms as the original grant
of the underlying deferred stock. All deferred stock awards and DEUs accrued are distributed to a director in the form of shares of common
stock six months following the date they cease to serve on the Board.
Mr. Abrams-Rivera, who is our CEO, did not receive payment for
his service as a director in 2024.
DIRECTOR STOCK OWNERSHIP GUIDELINES
To strengthen alignment of directors’ interests with
those of our stockholders, effective beginning in fiscal year 2024, our stock ownership guidelines require directors that receive compensation
for service as directors to hold shares of our common stock in an amount equal to a specified multiple of their annual cash retainer,
as follows. All of our current directors are in compliance with the ownership guidelines.
| |
|
|
|
|
 |
|
 |
|
 |
| POSITION |
|
STOCK OWNERSHIP REQUIREMENT |
|
COMPLIANCE PERIOD |
| Non-employee directors |
|
 6x ANNUAL CASH RETAINER |
|
5 years from joining the Board |
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RSUs, shares of deferred stock, DEUs accrued on RSUs and
shares of deferred stock, stock equivalents in savings plans or deferred compensation plans, and shares held in a trust for the benefit
of immediate family members count toward satisfying this ownership requirement. Unexercised stock options do not count toward satisfying
this ownership requirement.
As our CEO, Mr. Abrams-Rivera is subject to stock ownership
guidelines applicable for our officers. Our CEO requirement is six times annual base salary. Mr. Abrams-Rivera is in compliance with
the ownership guidelines. For additional information, see Executive Compensation—Compensation Discussion and Analysis—Other
Compensation Policies and Practices—Officer Stock Ownership Guidelines.
For more details on the stock ownership of our directors
and officers, see Beneficial Ownership of Stock—Directors and Officers.
2024 DIRECTOR COMPENSATION TABLE
The table below summarizes the compensation and stock awards
paid or granted to our non-employee directors. Mr. Abrams-Rivera, who was our CEO during our 2024 fiscal year, did not receive payment
for his service as a director in 2024.
| Name |
|
Fees Earned
or
Paid in Cash(1)
($) |
|
Stock Awards(2)
($) |
|
All Other
Compensation
($) |
|
Total
($) |
| Gregory E. Abel(3) |
|
116,035 |
|
— |
|
— |
|
116,035 |
| Humberto P. Alfonso |
|
97,235 |
|
185,032 |
|
— |
|
282,267 |
| John T. Cahill |
|
120,000 |
|
185,032 |
|
— |
|
305,032 |
| Lori Dickerson Fouché |
|
100,000 |
|
185,032 |
|
— |
|
285,032 |
| Diane Gherson |
|
100,000 |
|
185,032 |
|
— |
|
285,032 |
| Timothy Kenesey |
|
127,529 |
|
185,032 |
|
— |
|
312,561 |
| Alicia Knapp |
|
100,000 |
|
185,032 |
|
— |
|
285,032 |
| Elio Leoni Sceti |
|
107,516 |
|
185,032 |
|
— |
|
292,548 |
| Susan Mulder(3) |
|
33,516 |
|
— |
|
— |
|
33,516 |
| James Park |
|
100,000 |
|
185,032 |
|
— |
|
285,032 |
| Miguel Patricio |
|
160,000 |
|
305,033 |
|
— |
|
465,033 |
| John C. Pope |
|
155,000 |
|
185,032 |
|
— |
|
340,032 |
| Debby Soo |
|
18,478 |
|
— |
|
— |
|
18,478 |
| (1) |
Includes
the value of retainers earned or paid in cash for 2024, including the value of cash retainers for 2023 deferred to equity pursuant
to the Kraft Heinz Deferred Compensation Plan for Non-Management Directors. |
| (2) |
The amounts shown in
this column represent the full grant date fair value of the deferred stock awards granted in 2024, excluding any retainer fees deferred
in exchange for shares, as computed in accordance with Financial Accounting Standards Board Accounting Standards Codification (“ASC”)
Topic 718 based on the closing price of Kraft Heinz common stock on the grant date ($36.72 on May 2, 2024). The following table summarizes
the stock options held by non-employee directors as of December 28, 2024: |
| |
Name |
|
Grant Date |
|
Number of Securities
Underlying Unexercised
Options Exercisable
(#) |
|
Number of Securities
Underlying Unexercised
Options Unexercisable
(#) |
|
Option
Exercise
Price
($) |
|
Option
Expiration
Date |
| |
John T. Cahill |
|
8/16/2019 |
|
500,000 |
|
— |
|
25.41 |
|
8/16/2029 |
| |
|
|
2/26/2015 |
|
176,423(a) |
|
— |
|
52.70 |
|
2/26/2025 |
| |
(a) |
Granted as an employee award during
his prior employment with Kraft Foods Group, Inc., one of our predecessor companies. |
| (3) |
Mr. Abel and Ms. Mulder stepped
down from the Board effective May 2, 2024. |
| |
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Table of Contents
BENEFICIAL
OWNERSHIP
OF STOCK
DIRECTORS AND OFFICERS
The following table shows the number of shares of our common
stock beneficially owned as of March 10, 2025 by each current director, director nominee, and NEO, as well as by all of our current directors
and executive officers as a group. There were 1,193,398,368 shares of our common stock issued and outstanding as of March 10, 2025. Unless
otherwise indicated, each of the named individuals has, to Kraft Heinz’s knowledge, sole voting and investment power with respect
to the shares.
| Name
of Beneficial Owner |
|
Shares
Owned |
|
Shares
Acquirable
within 60 Days(1) |
|
Deferred
Stock(2) |
|
Total |
|
Percentage
of
Common Stock |
| Current Directors |
|
|
|
|
|
|
|
|
|
|
| Carlos Abrams-Rivera |
|
434,844 |
|
92,747 |
|
— |
|
527,591 |
|
* |
| Humberto P. Alfonso |
|
— |
|
— |
|
11,293 |
|
11,293 |
|
* |
| John T. Cahill |
|
152,178(3) |
|
500,000 |
|
45,397 |
|
697,575 |
|
* |
| Lori Dickerson Fouché |
|
— |
|
— |
|
17,134 |
|
17,134 |
|
* |
| Diane Gherson |
|
— |
|
— |
|
8,547 |
|
8,547 |
|
* |
| Timothy Kenesey |
|
— |
|
— |
|
35,819 |
|
35,819 |
|
* |
| Alicia Knapp |
|
— |
|
— |
|
11,824 |
|
11,824 |
|
* |
| Elio Leoni Sceti |
|
90,000(4) |
|
— |
|
32,168 |
|
122,168 |
|
* |
| Miguel Patricio |
|
1,383,795(5) |
|
— |
|
8,616 |
|
1,392,411 |
|
* |
| James Park |
|
596 |
|
— |
|
11,824 |
|
12,240 |
|
* |
| John C. Pope |
|
10,098 |
|
— |
|
50,185 |
|
60,283 |
|
* |
| Debby Soo |
|
— |
|
— |
|
— |
|
— |
|
* |
| Named Executive Officers (NEOs) |
|
|
|
|
|
|
|
|
|
|
| Carlos Abrams-Rivera |
|
------------------------------see above------------------------------ |
| Andre Maciel |
|
224,278 |
|
90,758 |
|
— |
|
315,036 |
|
* |
| Marcos Eloi Lima |
|
138,442 |
|
43,768 |
|
— |
|
182,210 |
|
* |
| Pedro Navio |
|
93,107 |
|
119,874 |
|
— |
|
212,981 |
|
* |
| Cory Onell |
|
58,423 |
|
3,503 |
|
— |
|
61,926 |
|
* |
| Rashida La Lande |
|
— |
|
— |
|
— |
|
— |
|
* |
| Current
directors and executive officers(6) as of March 10, 2025 as a group (20 persons) |
|
2,996,543 |
|
922,735 |
|
232,807 |
|
4,152,085 |
|
* |
| (1) |
Includes
shares issuable upon settlement of RSUs, including related DEUs accrued, that will vest within 60 days of March 10, 2025 and pursuant
to stock options exercisable within 60 days of March 10, 2025. |
| (2) |
Includes related DEUs
accrued. For a description of our deferred stock, see Director Compensation—Director Compensation Program. |
| (3) |
Includes 37,735 shares
held indirectly in an irrevocable trust for the benefit of Mr. Cahill’s children, of which Mr. Cahill’s spouse serves
as a trustee. |
| (4) |
Includes 90,000 shares
owned directly by Elma Investments Ltd., which is wholly owned by Elma Trust. Mr. Leoni Sceti is a beneficiary of Elma Trust. |
| (5) |
Includes 811,817 shares
held indirectly in a revocable trust, of which Mr. Patricio and his spouse are co-trustees and Mr. Patricio, his spouse, and his
children are beneficiaries and 558,488 shares held in a grantor retained trust. |
| (6) |
Pursuant to Item 403
of Regulation S-K, excludes Ms. La Lande, who ceased to be an executive officer effective August 2, 2024, but who was an NEO for
fiscal year 2024. |
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PRINCIPAL STOCKHOLDERS
The following table displays information about persons we
know were the beneficial owners of more than 5% of our issued and outstanding common stock as of March 10, 2025.
| Name and Address of Beneficial Owner |
|
Amount and Nature of
Beneficial Ownership |
|
Percentage of
Common Stock(1) |
| Berkshire Hathaway(2) |
|
|
|
|
| 3555 Farnam Street |
|
|
|
|
| Omaha, Nebraska 68131 |
|
325,442,152 |
|
27.3% |
| BlackRock(3) |
|
|
|
|
| 50 Hudson Yards |
|
|
|
|
| New York, New York 10001 |
|
90,645,567 |
|
7.6% |
| The Vanguard Group(4) |
|
|
|
|
| 100 Vanguard Blvd. |
|
|
|
|
| Malvern, Pennsylvania 19355 |
|
90,498,374 |
|
7.6% |
| (1) |
Calculated
based on 1,193,398,368 shares of our issued and outstanding common stock as of March 10, 2025. |
| (2) |
Based on the Schedule
13G/A filed on February 14, 2024 by Berkshire Hathaway, reporting beneficial ownership by Warren E. Buffett, Berkshire Hathaway,
and Benjamin Moore & Co. Retirement Income Plan. Benjamin Moore & Co. is a subsidiary of Berkshire Hathaway, and Mr. Buffett
may be deemed to control Berkshire Hathaway. Berkshire Hathaway and Mr. Buffett share dispositive power over 325,442,152 shares.
Benjamin Moore & Co. Retirement Income Plan shares voting and dispositive power over 192,666 shares. |
| (3) |
Based
on the Schedule 13G filed on January 26, 2024 by BlackRock, Inc. (“BlackRock”). BlackRock reports sole voting
power with respect to 83,527,544 shares, shared voting power with respect to 0 shares, sole dispositive power with
respect to 90,645,567 shares, and shared dispositive power with respect to 0 shares. |
| (4) |
Based on the Schedule
13G/A filed on January 30, 2025, by The Vanguard Group, Inc. (the “Vanguard Group”). The Vanguard Group reports sole
voting power with respect to 0 shares, shared voting power with respect to 1,113,642 shares, sole dispositive power with respect
to 86,282,608 shares, and shared dispositive power with respect to 4,215,766 shares. |
DELINQUENT SECTION 16(A) REPORTS
Section 16(a) of the Securities and Exchange Act of 1934
(the “Exchange Act”) requires our executive officers and directors, and persons who beneficially own more than 10% of our
common stock (collectively, the “Reporting Persons”), to file reports of ownership and changes in ownership with the SEC.
Based solely upon a review of Forms 3, 4, and 5 and amendments thereto filed electronically with the SEC by the Reporting Persons with
respect to the fiscal year ended December 28, 2024, we believe that all filing requirements were complied with in a timely manner.
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Table of Contents
EXECUTIVE
COMPENSATION
2024 COMPENSATION HIGHLIGHTS
Our executive compensation program is designed to attract,
engage, and incentivize highly skilled and performance-oriented talent, including our NEOs, who are critical to our success. We believe
that our compensation program effectively rewards superior financial and operational performance, reflects a continued focus on variable,
at-risk compensation paid over the long-term, and aligns the interests of our employees with those of stockholders.
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● MAJORITY
OF NEO PAY IS PERFORMANCE- AND EQUITY-BASED. In 2024, approximately 75% of our NEOs’ compensation was performance-based
and at-risk and approximately 65% was equity-based (including Matching RSUs granted through the Bonus Investment Plan).
● EQUITY
AWARDS HEAVILY WEIGHTED TO PERFORMANCE. The weighting of performance-based equity in our annual award mix is 70% PSUs and 30% RSUs,
with vesting periods of 75% on the third anniversary and 25% on the fourth anniversary.
● PROGRAM
GROUNDED IN BEST PRACTICES. Our compensation program features strong stock ownership guidelines for executives and directors,
long-standing clawback terms, and no tax gross ups, enhanced benefit plans for executives, excessive risk taking, hedging,
or pledging.
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● ANNUAL
CASH INCENTIVES REFLECT ACHIEVEMENT ON RIGOROUS PERFORMANCE TARGETS. In 2024, annual cash incentive payouts under our Performance
Bonus Plan were based on achievement of ambitious financial performance goals, market share, or risk management excellence, and individual
achievement of strategic, ESG, and employee engagement targets. Payouts to our NEOs were 26% to 43% of targeted amounts.
● PSUs
INCLUDE COMPANY-SPECIFIC MEASURES AND TSR, WITH CAP. For 2024, PSUs included performance metrics of three-year Organic
Net Sales compound annual growth rate (CAGR) (30%), three-year cumulative Free Cash Flow (30%), and three-year average annual TSR
(40%), aligned with our long-term growth targets, with TSR achievement capped at target in the event of a negative TSR result at
the end of the performance period.
● ENHANCED
STOCK OWNERSHIP GUIDELINES IN 2024. Increased requirements for our CEO to 6x base salary.
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PROPOSAL
2 |
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ADVISORY VOTE TO APPROVE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS
Approve, on an advisory (non-binding)
basis, the compensation of our Named Executive Officers (“NEOs”), as described in the Compensation Discussion and
Analysis and Executive Compensation Tables in this Proxy Statement.
THE BOARD RECOMMENDS A VOTE FOR PROPOSAL 2.
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We are asking stockholders to vote to approve, on
an advisory basis, the compensation of our NEOs as reported in this Proxy Statement. Your vote is not intended to address any specific
item of compensation, but rather our overall approach to the compensation of our NEOs.
Before voting, we recommend that you read the information
regarding our compensation program, policies, and decisions for our NEOs discussed in the Compensation Discussion and Analysis and
Executive Compensation Tables that follow.
The Board and Compensation Committee believe that our pay-for-performance
compensation philosophy has resulted in compensation for our NEOs that closely aligns to our financial results and the other performance
factors described in the Compensation Discussion and Analysis. In 2024, stockholders showed strong support of our executive
compensation program, with approximately 96% of votes cast in favor of our say-on-pay proposal
at our 2024 Annual Meeting. As such, the Compensation Committee did not make any changes to the executive compensation program for
2024 as a result of the say-on-pay vote.
In accordance with Section 14A of the Exchange Act and as
a matter of good corporate governance, we are asking stockholders to approve the following advisory resolution at our 2025 Annual Meeting:
RESOLVED, that the stockholders of The Kraft Heinz Company
approve, on an advisory basis, the compensation paid to Kraft Heinz’s named executive officers, as disclosed in the Company’s
Proxy Statement for the 2025 Annual Meeting of Stockholders, pursuant to the Securities and Exchange Commission’s compensation
disclosure rules, including the Compensation Discussion and Analysis, the Executive Compensation Tables, and related narrative disclosure.
This vote on NEO compensation is advisory and therefore will
not be binding on Kraft Heinz, our Compensation Committee, or our Board. However, our Board and Compensation Committee value our stockholders’
opinions and will evaluate the results of this vote.
We currently conduct this non-binding vote to approve executive
compensation annually, and, unless the Board modifies its policy on the frequency of holding the non-binding vote to approve executive
compensation, the next non-binding vote to approve executive compensation will take place at the 2026 Annual Meeting of Stockholders.
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COMPENSATION DISCUSSION AND ANALYSIS
COMPENSATION DISCUSSION AND ANALYSIS
CONTENTS
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OUR
NEOS
Our executive
compensation program is designed to complement our strategy and values, attract and engage qualified, world-class talent to lead
our business, create sustainable growth, and drive long-term value for our stockholders. This Compensation Discussion and Analysis
outlines our compensation philosophy and program and focuses on our NEOs for our 2024 fiscal year.
For our
2024 fiscal year, our NEOs were:
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CARLOS
ABRAMS-RIVERA |
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ANDRE
MACIEL |
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MARCOS
ELOI LIMA |
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PEDRO
NAVIO |
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CORY
ONELL |
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RASHIDA
LA LANDE |
Chief
Executive
Officer and
Member of the
Board |
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Executive
Vice
President and
Global Chief
Financial Officer |
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Executive
Vice
President and Chief
Procurement and
Sustainability
Officer |
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Executive
Vice
President and
President, North
America |
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Executive
Vice
President and Chief
Omnichannel Sales
and Asian
Emerging Markets
Officer |
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Former
Executive
Vice President and
Chief Legal and
Corporate Affairs
Officer* |
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| * |
Ms. La Lande stepped down as
Executive Vice President and Chief Legal and Corporate Affairs Officer effective August 2, 2024. |
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Table of Contents
COMPENSATION
STRUCTURE AND GOALS
COMPENSATION
GOVERNANCE BEST PRACTICES
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WHAT
WE DO |
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WHAT WE DO NOT DO |
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Proactive year-round engagement
with stockholders on executive compensation |
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No excessive risk taking
that would threaten the reputation or sustainability of Kraft Heinz |
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Strong alignment
between pay and performance |
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No excise tax gross ups |
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Base pay increases
on merit and market alignment |
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No guaranteed salary
increases or bonuses |
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Rigorous stock
ownership requirements to align executives’ interests with stockholders |
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No single-trigger change
in control provisions |
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Maintain a robust clawback
policy |
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No hedging transactions,
short-selling, or transacting in puts, calls, or other derivatives on Kraft Heinz securities |
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Use double-trigger
change in control provisions |
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No pledging or
holding Kraft Heinz securities in a margin account as collateral for a loan |
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Compensation Committee engages an independent
compensation consultant, who performs no other work for the Company, to advise on executive compensation
matters |
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No non-qualified
deferred compensation programs for executives |
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Retain independent consultant to perform
risk assessment of executive and broad-based annual compensation programs |
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No enhanced benefit programs
for executives |
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TOTAL
REWARDS PHILOSOPHY AND OBJECTIVES
Our Total
Rewards philosophy is designed to provide a meaningful and flexible spectrum of programs that support our workforce and their
families, and complement Kraft Heinz’ strategy and values. We aim to grow the best people through meritocracy and pay for
performance. Our rewards strategy includes compensation elements of base pay and incentives, healthcare, savings and insurance
plans, wellbeing plans, employee recognition programs, and other voluntary elected benefits. We believe in ownership and meritocracy,
recognizing and rewarding our people on their achievements and impact as they grow their careers with us, and that Kraft Heinz
is a great place for those who dare to win in a challenging, ambitious, and engaging environment. We aim for global consistency
while respecting local market practices and employee preferences. The plans are designed to be market competitive and data-driven
to promote our high-performance and results-oriented growth culture and realize our Purpose to Make Life Delicious for employees
and their families.
Our core
principles are:
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PAY FOR
PERFORMANCE |
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Approximately three-quarters of our executive compensation is at-risk and performance-driven with metrics aligned to our long-term growth strategy and reflecting our strong pay-for-performance philosophy. Kraft Heinz performance is evaluated by: |
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(1) |
Our performance, including results against short- and long-term growth targets, as approved by the Compensation Committee |
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(2) |
Total return to our stockholders relative to our peers |
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CEO
2024*
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Other NEOs 2024
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Charts illustrate mix of performance-driven, at-risk compensation as a percent of target total direct compensation. We consider the Bonus Investment Plan Matching RSUs performance-driven because the match amount is determined based on achievement under the Performance Bonus Plan and at-risk because they remain subject to vesting and their value is subject to the long-term performance of our common stock. |
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Reflects 2024 compensation for Mr. Abrams-Rivera. For 2024, Mr. Abrams-Rivera’s compensation as CEO reflects a change in compensation philosophy by the Compensation Committee moving away from front-loaded multi-year equity grants. |
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ALIGN WITH
STOCKHOLDER
INTERESTS |
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Our compensation programs are designed to align our executives’ interests with those of our stockholders. |
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Approximately three-quarters of our executive compensation is tied to Kraft Heinz performance. |
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Our stock ownership guidelines strengthen alignment of our executive officers’ interests with those of our stockholders. |
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DRIVE LONG-
TERM
PROFITABLE
GROWTH |
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We are driven by our Values We dare to do better every day, We own it, and We champion great people. |
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We reward and invest in attracting, engaging, and retaining world-class talent with the highest potential to drive sustainable, long-term growth and profitability. |
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RECOGNIZE
INDIVIDUAL
PERFORMANCE |
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Individual performance consistent with our Values and leadership principles is also taken into consideration. |
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We recognize and reward demonstrated skills while supporting continued development. |
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We see non-financial performance metrics, such as our sustainability targets, as a key element of the long-term success of our business and reflective of our external responsibility as global leaders, and we believe they add value for our stockholders and other stakeholders. |
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Table of Contents
YEAR-ROUND
EXECUTIVE COMPENSATION-SETTING PROCESS
We have
a robust annual cycle to plan, review, and execute executive compensation, with changes generally effective on the first day of
our fiscal year. Highlights from our 2024 agenda include:
JANUARY
TO MARCH
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Evaluated and finalized previous year business
performance and individual contributions |
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Evaluated performance and future potential of executives in order
to make individual compensation decisions |
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Finalized performance measures and targets for performance cycles
of 2024 PSU awards and Performance Bonus Plan, aligned with our annual operating plan and long-term strategy |
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Reviewed stock ownership guidelines and NEO compliance |
APRIL
TO JUNE
| ● |
Annual Meeting of Stockholders |
JULY
TO SEPTEMBER
| ● |
Reviewed talent, leadership, and culture strategy,
and progress against talent engagement goals |
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Reviewed results of say-on-pay vote of stockholders |
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Reviewed Committee Charter |
OCTOBER
TO DECEMBER
| ● |
Completed risk assessment of compensation programs |
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Evaluated and set compensation and performance peer groups for the
following year |
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Benchmarked compensation programs and pay opportunities versus the
compensation and performance peer groups |
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Reviewed and approved Committee advisor and independence assessment |
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Reviewed progress against talent, leadership, and culture strategies |
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Reviewed performance measures for inclusion in compensation program
design for 2025 |
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Discussed stockholder engagement efforts and feedback |
The Compensation
Committee oversees our executive compensation program and plans to align them with our strategy, goals, and stockholder interests.
In making 2024 compensation decisions, the Compensation Committee considered a number of factors, including:
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| Compensation programs at peer companies |
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Kraft Heinz’s performance over the last three years |
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Our financial plan as part of our growth strategy and long-term
outlook |
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Realized pay from our historical compensation programs |
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Methods of aligning executive compensation with stockholder returns |
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Individual responsibilities and performance,
leadership, years of experience, and long-term growth potential |
ROLE
OF INDEPENDENT CONSULTANT
Since
2022, the Compensation Committee has engaged Meridian Compensation Partners LLC (“Meridian”) as its independent compensation
consultant. Meridian is hired by and reports directly to the Compensation Committee. Meridian attends meetings and executive sessions
of the Committee at which compensation matters are considered and advises and provides guidance and analysis to the Compensation
Committee on matters pertaining to executive and non-employee director compensation, including CEO and executive compensation
plans and design, executive compensation-related regulatory matters and governance best practices, and competitive market studies.
Meridian provides guidance and performs various analyses for the Compensation Committee, including peer group benchmarking and
analyses regarding pay and performance alignment, incentive plan performance measures and TSR correlation, and the rigor of performance
goals.
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Meridian does not provide
any other services to Kraft Heinz or any of our affiliates and may not be engaged to provide any other services to us without
the approval of the Compensation Committee.
The Compensation Committee reviews Meridian’s
performance periodically and reviews Meridian’s independence under SEC Nasdaq rules for compensation consultants. The Compensation
Committee has concluded that Meridian is independent and has no conflicts of interest relating to its engagement by the Committee.
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Table of Contents
ROLE
OF PEER GROUPS
We continuously
review and assess our compensation programs to create alignment with our strategies and philosophy. We believe it is important
to understand the compensation programs and practices of companies with which we compete for talent, consumers, and investors.
The Compensation Committee uses two peer groups: the compensation peer group is used to benchmark executive compensation and compensation
design, and the performance peer group is used to measure our relative performance, including for determining relative performance
in our PSU awards.
We review
the selection criteria and companies in both peer groups regularly. For 2024, the Compensation Committee did not make any changes
to the peer groups indicated below.
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Archer-Daniels-Midland
Company |
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Colgate-Palmolive Company |
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Kimberly-Clark
Corporation |
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The Procter & Gamble
Company |
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Campbell
Soup Company
Conagra Brands, Inc.
General Mills, Inc.
Hormel Foods Corporation |
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Kellanova
Keurig Dr Pepper Inc.
McCormick & Company,
Incorporated |
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Mondelēz
International, Inc.
PepsiCo, Inc.
The Coca-Cola Company |
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The
Hershey Company
The J. M. Smucker Company
Tyson Foods, Inc. |
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COMPENSATION
PEER GROUP
The Compensation
Committee, in consultation with the compensation consultant, reviews compensation data from the compensation peer group of companies
as a reference point to benchmark and evaluate the compensation of our NEOs, including our CEO, and compensation plan designs.
The compensation
peer group is based on publicly traded, U.S.-based organizations in the Consumer Staples Industry (under the Global Industry Classification
Standard (GICS)) with revenue and market capitalization of approximately half to double Kraft Heinz’s net sales. We consider
the organizations in this industry to be peers in competition for talent, consumers, and investors.
PERFORMANCE
PEER GROUP
We established
the performance peer group in 2021 with the introduction of our TSR performance metric to compare our long-term incentive compensation
to the delivery of results relative to the performance peers, which we consider our performance peer group.
We selected
a subset of 13 Fast-moving Consumer Goods (FMCG) and Consumer Goods (CG) peers from our compensation peer group for the performance
peer group. We view these companies particularly to be impacted by similar external and market factors and to similar degrees
as us. We believe measuring our results relative to this performance peer group supports our pay-for-performance philosophy and
aligns with stockholder interests.
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CONSIDERATION
OF SAY-ON-PAY VOTE
The Compensation
Committee and full Board take the outcome of stockholders’ annual advisory votes on compensation seriously and are focused
on continuing to solicit, understand, and respond to stockholders’ feedback through these annual votes and our stockholder
engagement efforts.
Through
our ongoing engagement with stockholders, we seek to elicit and consider a broad range of stockholder perspectives regarding our
executive compensation program and structure.
For 2024,
the Compensation Committee reviewed stockholder feedback, identified key themes across the broad range of stockholder perspectives
shared, and implemented changes designed to respond to each. At our 2024 Annual Meeting, stockholders showed strong support of
our executive compensation program, with approximately 96% of votes cast in favor of our say-on-pay proposal. During our spring
and fall 2024 stockholder engagement meetings, stockholders provided positive feedback on the enhancements made.
As part
of our continual review and assessment of our compensation programs and in consideration of stockholder feedback, for 2024, we
implemented the following changes to our PBP program:
| WHAT WE HEARD |
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WHAT WE DID |
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Define Company financial multiplier to better align with market
practice, create enhanced transparency, and real-time visibility to KPIs. |
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Weighted average of three measures: PBP Adjusted Operating Income
(60%), PBP Organic Net Sales (30%), and PBP Free Cash Flow Conversion (10%) from one measure of 100% PBP EBITDA. |
| ● |
Increase weight of total Company performance for Executive Leadership
Team to drive progress against our long-term strategies and deliver enterprise value. |
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Global performance increased to 100% from 30%, with zone performance
removed. |
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Increase weight of total Company performance for individuals within
our geographic zones to drive progress against our long-term strategies and reinforce collaboration. |
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Global performance increased to 40% from 30%, with zone performance
decreased from 70% to 60%. |
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Table of Contents
2024
EXECUTIVE COMPENSATION PROGRAM
We believe
that our compensation programs should preserve our culture of pay for performance through ownership, ambition, and meritocracy.
We aim to grow the best people through meritocracy and pay for performance.
Our compensation
program has been designed to take into consideration fixed elements (base salary, benefits, and limited perquisites) and variable
elements (short-term incentives (annual bonus) and long-term incentives (equity awards)), with a view toward linking a significant
portion of each NEO’s compensation opportunity to Kraft Heinz’s performance and their individual performance. Our
compensation elements are designed to work together to recognize achieved performance, continue to drive value creation, and align
our employees’ interests with those of our stockholders.
When
assessing our compensation program and determining the total compensation we offer to our NEOs, we take into consideration the
overall rewards opportunity for each individual, including benefits and perquisites, against market position and expected / actual
achieved performance relative to our peers. In line with our pay-for-performance philosophy, we generally do not offer enhanced
benefits or significant perquisites to our NEOs. While our method of delivering total compensation may vary from our peers, our
approach to determining target and assessing total compensation opportunity is in line with peer practice. Total cash and total
direct compensation potential are designed to reflect above market median only when strong relative performance is achieved, aligning
with our performance-based pay philosophy.
Our Performance
Bonus Plan (PBP) financial measure maximum opportunity is limited to 120% of target and our PSU maximum opportunity is limited
to 150% of target. Our maximum payout opportunity is designed to be below market practice (which peer and broader market practice
generally provides for payout up to 200% of target), and to take into consideration the ambitious targets set for the plans.
Our voluntary,
annual bonus investment plan (“Bonus Investment Plan”) plays an important role in aligning our employees’ goals
with our stockholders, and, through the equity match feature for re-invested compensation, tying short-term compensation with
our long-term growth and strategy. It also operates as an employee retention tool since participants must hold their purchased
shares for the vesting period of the matching shares. Since the investment opportunity is tied to the level of PBP achievement,
participation provides the potential for above median total compensation when relative performance is achieved.
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For 2024, the primary elements and objectives
of our compensation program for our executive officers, including our NEOs, are:
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Performance Metric |
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Description |
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Strategy Alignment |
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Base Salary |
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― |
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Ongoing base cash compensation based on the executive officer’s role and responsibilities, individual job performance,
experience, and market. |
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Recruitment and
retention
Market competitive |
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Performance
Bonus Plan
(PBP) |
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PBP Adjusted Operating Income (60%)
PBP Organic Net Sales (30%)
PBP Free Cash Flow Conversion (10%) |
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Annual cash incentive with actual cash payouts linked to achievement of key annual Kraft Heinz performance targets and individual
performance targets, with equity investment opportunity under our Bonus Investment Plan. |
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Drive top-tier
performance
Incentivize and reward
performance
With Bonus Investment
Plan, tie short-term compensation with our long-term strategy and stockholders’ interests |
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Bonus
Investment
Plan |
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― |
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RSUs awarded to match an employee’s investment of 35% of their PBP payout in Kraft Heinz stock in lieu of cash and vest
based upon continued employment. Matching RSUs vest 100% on the third anniversary based upon continued employment. |
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Recruitment and
retention
Drive top-tier performance
Align with stockholders’
interests
Long-term value
creation |
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PSUs |
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Three-year relative TSR (40%), three-year Organic Net Sales compound annual growth rate (CAGR) (30%), and three-year
cumulative Free Cash Flow (30%) |
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Linked to achievement of long-term profitability goals, vest subject to continued employment and the achievement of the performance
metrics, and may be awarded through an annual award or performance award. |
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Recruitment and
retention
Drive top-tier performance
Align with stockholders’
interests
Long-term value
creation
Incentivize achievement of specific performance goals and long-term strategy
Drive long-term
profitable growth |
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RSUs |
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Vest 75% on the third anniversary and 25% on the fourth anniversary based upon continued employment and may be awarded through
an annual award or performance award. |
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Recruitment and
retention
Drive top-tier performance
Align with stockholders’
interests
Long-term value
creation |
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Stock
Options |
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We view stock options to be performance-based as their value is tied to Kraft Heinz performance and our stock price. |
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Generally vest in full after three years based on continued employment and may be awarded through a performance award. |
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Recruitment and
retention
Drive top-tier performance
Align with stockholders’
interests
Link realized value
entirely to stock appreciation
Drive long-term
profitable growth |
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Benefits and
Perquisites |
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― |
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We do not offer enhanced benefits or significant perquisites to our NEOs. Limited types of non-wage compensation provided
in addition to base salary, short-term incentives, and long-term incentives. |
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Market competitive |
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Table of Contents
2024
NEO COMPENSATION SNAPSHOTS
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CARLOS
ABRAMS-RIVERA
CEO AND MEMBER OF THE
BOARD
As CEO, Mr. Abrams-Rivera was responsible
for managing execution of the Company’s long-term strategy, driving key new business opportunity developments and financial
performance, and setting the tone for Company culture, ethics, and compliance. |
TARGET |
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BASE
SALARY |
PERFORMANCE
BONUS PLAN |
BONUS
INVESTMENT
PLAN MATCH |
ANNUAL
EQUITY AWARD |
| ACTUAL |
$1,100,000 |
$1,340,495 |
$1,580,147 |
$3,937,500 PSUs |
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$1,687,500 RSUs |
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2024 CHANGES
In connection with Mr. Abrams-Rivera
becoming CEO, the Compensation Committee approved an increase in his annual base salary from $800,000 to $1.1 million and target
award opportunity for the annual cash bonus from 225% to 300%, effective December 31, 2023, the first day of our 2024 fiscal year. |
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ANDRE MACIEL
EVP AND GLOBAL CHIEF
FINANCIAL OFFICER
Mr. Maciel has primary
responsibility for management of our financial
condition, capital allocation, system of internal
controls, financial reporting, investor relations,
acquisitions and divestitures, capital market
transactions, and information technology. |
TARGET |
|
| |
BASE
SALARY |
PERFORMANCE
BONUS PLAN |
BONUS
INVESTMENT
PLAN MATCH |
ANNUAL
EQUITY AWARD |
| ACTUAL |
$725,000 |
$602,783 |
$1,026,850 |
$2,559,375 PSUs |
| |
|
|
|
$1,096,875 RSUs |
| |
|
|
|
|
|
2024 CHANGES
No compensation changes for Mr. Maciel were made for 2024. |
| |
|
|
|
MARCOS ELOI LIMA
EVP AND CHIEF
PROCUREMENT AND
SUSTAINABILITY OFFICER
As EVP and Chief Procurement and Sustainability
Officer, Mr. Lima leads the Company’s
procurement and sustainability
organizations globally. |
TARGET |
|
| |
BASE
SALARY |
PERFORMANCE
BONUS PLAN |
BONUS
INVESTMENT
PLAN MATCH |
ANNUAL
EQUITY AWARD |
| ACTUAL |
$585,000 |
$377,295 |
$656,369 |
$1,182,125 PSUs |
| |
|
|
|
$506,625 RSUs |
| |
|
|
|
|
|
2024 CHANGES
No compensation changes for Mr. Lima were made for 2024. |
| |
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| |
|
|
|
PEDRO NAVIO
EVP AND PRESIDENT, NORTH
AMERICA
Mr. Navio is responsible for
leading the Company’s U.S. and Canadian
operations, driving business growth through
consumer-first marketing, innovation, and
people development. |
TARGET |
|
| |
BASE
SALARY |
PERFORMANCE
BONUS PLAN |
BONUS
INVESTMENT
PLAN MATCH |
ANNUAL
EQUITY AWARD |
| ACTUAL |
$650,000 |
$335,064 |
$626,122 |
$2,318,750 PSUs |
| |
|
|
|
$993,750 RSUs |
| |
|
|
|
|
|
2024 CHANGES
In connection with Mr. Navio becoming EVP and President, North America, the Compensation Committee approved an increase in his
annual base salary from $525,000 to $650,000 and target award opportunity for the annual cash bonus from 150% to 175%, effective
December 31, 2023, the first day of our 2024 fiscal year. |
| |
|
|
|
CORY ONELL
EVP AND CHIEF
OMNICHANNEL SALES AND
ASIAN EMERGING MARKETS
OFFICER
Mr. Onell is responsible for unlocking growth
through distribution channels, as well as leading
the Company’s Asia emerging markets strategy,
including the Company’s Asia businesses outside
of Japan and South Korea. |
TARGET |
|
| |
BASE
SALARY |
PERFORMANCE
BONUS PLAN |
BONUS
INVESTMENT
PLAN MATCH |
ANNUAL
EQUITY AWARD |
| ACTUAL |
$575,000 |
$227,424 |
$548,590 |
$1,277,500 PSUs |
| |
|
|
|
$547,500 RSUs |
| |
|
|
|
|
|
2024 CHANGES
In connection with Mr. Onell becoming EVP and Chief Omnichannel Sales and Asian Emerging Markets Officer, the Compensation
Committee approved an increase in his annual base salary from $517,000 to $575,000 and target award opportunity for the annual cash
bonus from 140% to 150%, effective December 31, 2023, the first day of our 2024 fiscal year. |
| |
|
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| |
|
|
|
RASHIDA LA LANDE*
FORMER EVP AND CHIEF
LEGAL AND CORPORATE
AFFAIRS OFFICER
Ms. La Lande led the Company’s
legal function, including corporate governance
and securities, transactions, regulatory,
intellectual property, litigation, labor and
employment, and government and corporate
affairs. |
TARGET |
|
| |
BASE
SALARY |
PERFORMANCE
BONUS PLAN |
BONUS
INVESTMENT
PLAN MATCH |
ANNUAL
EQUITY AWARD |
| ACTUAL |
$430,769 |
$290,999 |
— |
$2,065,054 PSUs |
| |
|
|
|
$885,023 RSUs |
| |
|
|
|
|
|
CHANGES IN 2024
No compensation changes for Ms. La Lande were made for 2024. |
| * |
Ms. La Lande stepped
down from her role as EVP and Chief Legal and Corporate Affairs Officer effective August 2, 2024. |
BASE
SALARY
Base salary is the principal “fixed”
element of our executive compensation. The Compensation Committee believes that it is important that each NEO receives a market-competitive
base salary that provides an appropriate balance between fixed and “at risk” compensation. The initial base salary of each
NEO is established in connection with their hiring. In establishing base salaries, we review and consider market-based survey and peer
proxy data for informational purposes and generally target market median.
The annualized base salary for each NEO
as of December 28, 2024 was:
| NEO |
|
2023
Base Salary
($) |
|
2024
Base Salary
($) |
|
Change |
| Mr. Abrams-Rivera(a) |
|
800,000 |
|
1,100,000 |
|
37.50% |
| Mr. Maciel |
|
725,000 |
|
725,000 |
|
— |
| Mr. Lima |
|
585,000 |
|
585,000 |
|
— |
| Mr. Navio(a) |
|
525,000 |
|
650,000 |
|
23.81% |
| Mr. Onell(a) |
|
516,810 |
|
575,000 |
|
11.26% |
| Ms. La Lande(b) |
|
700,000 |
|
— |
|
— |
| (a) |
In connection with Mr. Abrams-Rivera being elevated to Chief Executive Officer, Mr. Navio being elevated to EVP and President, North America, and Mr.
Onell being elevated to EVP and Chief Omnichannel Sales and Asian Emerging Markets Officer, each received a base salary increase effective December
31, 2023, the first day of our 2024 fiscal year. |
| (b) |
Ms. La Lande stepped down from her role as EVP and Chief Legal and Corporate Affairs Officer effective August 2, 2024. |
The Compensation Committee has sole responsibility
for the review of our CEO’s compensation. Our CEO has primary responsibility for the review of the compensation of his direct reports,
including the other NEOs, and provides salary recommendations to the Compensation Committee.
We believe that the base salary review
process serves our pay-for-performance philosophy because base pay increases are not provided to all NEOs on an annual basis. Increases
are performance-based and dependent on the NEO’s success and achievement in their role or for market parity.
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ANNUAL CASH-BASED PERFORMANCE
BONUS PLAN (PBP)
The PBP is designed to motivate and reward employees
who contribute positively toward our near-term business strategy and achieve their annual individual performance objectives. The
formula for determining a PBP participant’s annual bonus payout is:
BASE SALARY
For purposes of PBP payout, we calculate base salary
by averaging an employee’s annual salary as of the 15th day of each month. For any new hires or changes in salary during
the fiscal year, we prorate the base salary amount based upon the duration of the individual’s service or timing of changes.
TARGET AWARD OPPORTUNITY
We establish a target award opportunity for each NEO
prior to the beginning of each year, or upon their hire or establishment of increased responsibilities or changes in role, set
as a percentage of the NEO’s annual base salary. When establishing the target award opportunity, we consider the overall
design of the PBP plan compared to peers, including the ambitious nature of the performance targets set versus the strategic plan,
the maximum payout opportunity available under the plan, and the balance of the compensation components in the NEO’s total
direct compensation relative to market.
The target award opportunity for each of our NEOs
as of December 28, 2024 was:
| NEO |
|
2023
Target Award
Opportunity |
|
2024
Target Award
Opportunity |
|
Change |
| Mr.
Abrams-Rivera(a) |
|
225% |
|
300% |
|
33.33% |
| Mr.
Maciel |
|
200% |
|
200% |
|
— |
| Mr.
Lima |
|
150% |
|
150% |
|
— |
| Mr.
Navio(a) |
|
150% |
|
175% |
|
16.67% |
| Mr.
Onell(a) |
|
140% |
|
150% |
|
7.14% |
| Ms.
La Lande |
|
150% |
|
— |
|
— |
| (a) |
In connection
with Mr. Abrams-Rivera being elevated to Chief Executive Officer, Mr. Navio being elevated to EVP and President, North America,
and Mr. Onell being elevated to EVP and Chief Omnichannel Sales and Asian Emerging Markets Officer, each received target award
increases effective December 31, 2023, the first day of our 2024 fiscal year. |
| (b) |
Ms. La Lande stepped
down as EVP and Chief Legal and Corporate Affairs Officer effective August 2, 2024. In recognition of her actual performance
for 2024, Ms. La Lande received a pro-rata payment of her annual bonus with a target award opportunity of 150% under the Company’s
Performance Bonus Plan. |
COMPANY FINANCIAL MULTIPLIER
The financial multiplier is a percentage multiplier
based upon achievement of the threshold, target, or maximum level of the applicable global, zone, or business unit financial performance
metrics for each executive, including our NEOs. We continue to evolve our performance management and Performance Bonus Plan approach
to drive profitable growth by creating a stronger link to enterprise value creation and emphasizing greater collaboration.
For our 2024 fiscal year, the Compensation Committee
chose to move from one financial performance metric, PBP EBITDA, to a weighted average of three metrics (PBP Adjusted Operating
Income (60%), PBP Organic Net Sales (30%), and PBP Free Cash Flow Conversion (10%)) for our global financial performance as well
as each zone or business unit. We believe these changes better align with industry best practices, while providing a more balanced
view of performance beyond just profitability. The financial performance multiplier ranges from 50% at threshold, to 100% at target,
and 120% at maximum based on achievement against the established financial performance targets. Our maximum payout opportunity
of 120% is designed to be below market practice (which market practice generally provides for payout up to 200% of target).
We believe PBP Adjusted Operating Income, PBP Organic
Net Sales, and PBP Free Cash Flow Conversion more clearly reflect key aspects of our performance, including revenue growth, expense
control, and efficient use of capital. The Compensation Committee believes these three metrics appropriately reflect our focus
on successful management of our core operations—growing our business and driving sustained increases in profit—in
turn, aligning the interests of our NEOs with those of our stockholders. PBP Adjusted Operating Income, PBP Organic Net Sales,
and PBP Free Cash Flow Conversation are defined below under Financial Measures.
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For 2024, the Compensation Committee approved the
financial multiplier for performance achieved as follows:
| |
|
PBP Adjusted Operating
Income |
|
PBP Organic Net Sales |
|
PBP Free Cash Flow Conversion |
| |
|
($
millions) |
|
(%) |
|
($
millions) |
|
(%) |
|
(%) |
|
(%) |
| Threshold |
|
5,306 |
|
50% |
|
26,626 |
|
50% |
|
78% |
|
50% |
| Target |
|
5,622 |
|
100% |
|
26,970 |
|
100% |
|
84% |
|
100% |
| Maximum |
|
5,793 |
|
120% |
|
27,156 |
|
120% |
|
85% |
|
120% |
| ACHIEVED |
|
5,371 |
|
60% |
|
25,961 |
|
0% |
|
85% |
|
113% |
Leaning into our value, We Own It, for our
Executive Leadership Team, the 2024 financial multiplier was calculated based on our global performance. The 2024 financial multiplier
was calculated based upon a weighed average of PBP Adjusted Operating Income (60%), PBP Organic Net Sales (30%), and PBP Free
Cash Flow Conversion (10%). The Compensation Committee approved the financial multiplier performance achieved as illustrated above,
based on performance against targets.
The following table shows the global financial multiplier
achievement from 2019 through 2024. The Committee believes that these results are consistent with how the Company performed against
its ambitious targets during these years and reflect the pay-for-performance objectives of our executive compensation program.
| GLOBAL
FINANCIAL MULTIPLIER ACHIEVEMENT: 2019 THROUGH 2024 |
| 2024 Achieved |
2023 Achieved |
2022 Achieved |
2021 Achieved |
2020 Achieved |
2019 Achieved |
| 48% |
120% |
96% |
94% |
120% |
48% |
FINANCIAL MEASURES
PBP Adjusted Operating Income is defined as
net income/(loss)before interest expense, other expense/(income), provision for/(benefit from) income taxes; in addition to these
adjustments, we exclude, when they occur, the impact of foreign currency fluctuations by maintaining the exchange rates established
in our Annual Operating Plan (“AOP”), restructuring activities, deal costs, unrealized gains/(losses) on commodity
hedges, impairment losses, and certain non-ordinary course legal and regulatory matters. In cases where zone achievement is 100%
or lower, we adjust for higher or lower incentive compensation compared with what we established in our AOP.
PBP Organic Net Sales is defined as total external
revenue minus discounts and allowances. It also excludes, when they occur, the impact of foreign currency fluctuations by maintaining
the exchange rates established in our AOP.
PBP Free Cash Flow Conversion is defined as
Free Cash Flow divided by Adjusted Net Income/(Loss). Free Cash Flow is defined as net cash provided by/(used for) operating activities
less capital expenditures. It excludes, where they occur, the impact of foreign currency employee goals throughout the organization.
We may adjust the threshold, target, and maximum metrics
to incorporate the impact of acquisitions and divestitures. In 2024, we adjusted the threshold, target, and maximum for the divestiture
of a business in Russia.
INDIVIDUAL PERFORMANCE SCORE
The foundation of each employee’s individual
performance score is our Management by Objectives (“MBO”) process. At the beginning of each year, the Compensation
Committee establishes a series of individual performance goals, or MBOs, that are based upon our corporate strategy, which are
then cascaded throughout the organization. First, the Compensation Committee establishes MBOs for our CEO. Then, in consultation
with the Compensation Committee, the CEO establishes corresponding MBOs for each of his direct reports, including the NEOs, which
are further cascaded down throughout the organization. This cascading process enables us to drive initiatives by aligning individual
employee goals throughout the organization.
Each NEO has an MBO comprised of multiple goals or
objectives. For each goal, there are one or more key performance indicators (KPIs), which are the quantitative or qualitative
metrics used to track achievement of the goal. The individual performance multiplier ranges from 10% at threshold, to 100% at
target, and 110% at maximum based on the level of achievement against the established individual performance targets.
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For 2024, the MBO goals for each of the NEOs and the
overall performance ascribed by the Compensation Committee for each NEO based on their performance were:
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PBP PAYOUT EARNED
In our 2024 fiscal year, the Compensation Committee
approved the following PBP payouts earned for each of our NEOs:
| Name |
|
Base
Salary for
PBP Calculation
($) |
|
Target
Award
Opportunity
(%) |
|
Financial
Multiplier
(%) |
|
Individual
Performance Score
(%) |
|
PBP
Payout
Earned(a)
($) |
| Mr.
Abrams-Rivera |
|
1,100,000 |
|
300% |
|
48% |
|
85% |
|
1,340,495 |
| Mr.
Maciel |
|
725,000 |
|
200% |
|
48% |
|
87% |
|
602,783 |
| Mr.
Lima |
|
585,000 |
|
150% |
|
48% |
|
90% |
|
377,295 |
| Mr.
Navio |
|
650,000 |
|
175% |
|
48% |
|
62% |
|
335,064 |
| Mr.
Onell |
|
575,000 |
|
150% |
|
48% |
|
55% |
|
227,424 |
| Ms.
La Lande(b) |
|
408,330 |
|
150% |
|
48% |
|
100% |
|
290,999 |
| (a) |
Payout calculations are interpolated
between minimum, target, and maximum. |
| (b) |
For purposes of PBP payout earned, we calculated
Ms. La Lande’s base salary by averaging her annual salary as of the 15th day of each month prior to her stepping down
from her role as EVP and Chief Legal and Corporate Affairs Officer effective August 2, 2024. |
BONUS INVESTMENT PLAN
As part of our commitment to fostering an ownership
mentality and to align employees’ interests with stockholders’ interests and drive stockholder value, we offer certain
employees, including our NEOs, the opportunity to participate in our voluntary, annual Bonus Investment Plan. Our Bonus Investment
Plan plays an important role in aligning our employees’ goals with our stockholders, and, through the equity match feature
for re-invested compensation, tying short-term compensation with our long-term growth and strategy. It also operates as an employee
retention tool since participants must hold their purchased shares for the three-year vesting period of the matching shares. Since
the investment opportunity is tied to the level of PBP achievement, participation provides the potential for above median total
compensation when relative performance is achieved.
This unique program is designed to drive performance
and aligns with our belief in meritocracy and commitment to offering competitive compensation. Under the plan, eligible employees
can invest a portion of their earned annual PBP bonus toward the purchase of shares of Company stock (“Investment Shares”).
The Company will then grant a matching contribution in the form of Restricted Stock Units (“Matching RSUs”) based
on a contribution formula. The Matching RSUs will cliff vest three years from the grant date, subject to the employee’s
continued employment with Kraft Heinz and the retention of the Investment Shares as described below.
To participate in the plan, eligible employees elect
to invest 35% of their calculated net bonus, which is the employee’s PBP payout earned less an amount based on a normalized
tax rate (based on country of residence), to purchase Investment Shares. The Matching RSUs are calculated as a multiple based
on a level of 35% of the gross PBP payout earned.
The number of Investment Shares purchased is calculated
as the product of the participant’s calculated net bonus and the participant’s election percentage, divided by
the closing price of our stock on the plan effective date:
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The number of Matching RSUs a participant receives
is calculated as the product of the participant’s gross PBP payout earned, the participant’s election percentage,
and a multiplier that is associated with the participant’s level in the organization, divided by the closing price of our
stock on the plan effective date:
Matching RSUs are eligible to receive dividends that
are accrued at the dividend payment date in the form of DEUs. When dividends are paid on our common stock, we accrue the value
of the dividend and issue a number of DEUs equal to the accrued dividend value. DEUs are subject to the same terms as the original
grant of the underlying Matching RSUs.
If a participant sells or otherwise transfers Investment
Shares before the related Matching RSUs are vested, he, she, or they will immediately forfeit:
| ● |
if 50% or less of the Investment
Shares are sold or transferred, an amount of Matching RSUs and accrued DEUs equal to two times the percentage of Investment
Shares sold or transferred |
| ● |
if more than 50% of the Investment Shares are
sold or transferred, 100% of the Matching RSUs and accrued DEUs |
In 2024, our eligible NEOs participated in the Bonus
Investment Plan as follows, based on 2023 PBP payouts earned:
| Name |
|
Investment
Amount
($) |
|
Investment
Shares
(#) |
|
Matching
RSUs
(#) |
| Mr.
Abrams-Rivera |
|
474,049 |
|
13,495 |
|
44,980 |
| Mr.
Maciel |
|
308,065 |
|
8,770 |
|
29,230 |
| Mr.
Lima |
|
196,916 |
|
5,606 |
|
18,684 |
| Mr.
Navio |
|
187,840 |
|
5,347 |
|
17,823 |
| Mr.
Onell |
|
164,586 |
|
4,686 |
|
15,616 |
| Ms.
La Lande |
|
— |
|
— |
|
— |
The Compensation Committee believes that the Bonus
Investment Plan as a whole, and the forfeitability of the Matching RSUs, in particular, fosters employee retention and strongly
motivates eligible employees to hold Kraft Heinz common stock for the long-term, further emphasizing a long-term view in creating
stockholder value.
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ANNUAL EQUITY AWARDS
Our long-term incentive programs, including annual equity awards and
the Bonus Investment Plan, play an important role in our total reward and recognition strategy enabling our pay-for-performance
philosophy and our ownership and meritocracy culture. The Compensation Committee believes that PSUs and RSUs incentivize long-term
performance and provide additional alignment between the NEOs interests and those of our stockholders, while also providing a
significant retention incentive, because the underlying value of the awards is tied to our stock price and the performance of
the Company.
In March 2024, in order to further retain, engage, and motivate top talent
and align the interests of management with those of our stockholders, we issued PSUs and RSUs to employees at the Director level
and above, including each of our NEOs. The baseline equity award was granted using a mix of 70% PSUs and 30% RSUs, which vest
75% on the third anniversary and 25% on the fourth anniversary of the grant date. To define the size of the individual annual
equity award we take into consideration individual performance, market data, and the baseline equity award, which is determined
by the NEOs job level and their annual base salary. We also take into consideration the Bonus Investment Plan Matching RSU opportunity,
assuming that the NEO will elect to participate in the program.
| Name |
|
PSU
Award Target
($) |
|
RSU
Award Target
($) |
|
Total Annual
Award Target
($) |
| Mr.
Abrams-Rivera |
|
3,937,500 |
|
1,687,500 |
|
5,625,000 |
| Mr.
Maciel |
|
2,559,375 |
|
1,096,875 |
|
3,656,250 |
| Mr.
Lima |
|
1,182,125 |
|
506,625 |
|
1,688,750 |
| Mr.
Navio |
|
2,318,750 |
|
993,750 |
|
3,312,500 |
| Mr.
Onell |
|
1,277,500 |
|
547,500 |
|
1,825,000 |
| Ms.
La Lande |
|
2,065,054 |
|
885,023 |
|
2,950,077 |
PSUs
The number of PSUs that will vest will be based on a performance period
from December 31, 2023, the first day of our 2024 fiscal year, through December 26, 2026, the last day of our 2026 fiscal year,
for achievement against the below metrics:
| Weight |
Measure |
Payout |
| 40% |
3-year average annual Company Total Shareholder Return (TSR) performance relative to the performance peer group |
Threshold: 25%
Target: 100%
Maximum: 150% |
| 30% |
3-year Organic Net Sales compound annual growth rate (CAGR) |
Threshold: 25%
Target: 100%
Maximum: 150% |
| 30% |
3-year Cumulative Free Cash Flow |
Threshold: 25%
Target: 100%
Maximum: 150% |
Our maximum performance opportunity of 150% is designed to be below market
practice (which market practice generally provides for payout up to 200% of target) in recognition of the notional values of the
PSU award and the ambitious target set above market median.
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The Company will compare achieved TSR over that period versus the companies
identified in the performance peer group described above using the following calculation. We calculate TSR using average stock
price and dividends paid in (i) the last three fiscal months at end of the assessed period and (ii) three fiscal months in the
period immediately preceding the beginning of assessed period.
The achieved performance and the number of PSUs earned is based upon
the Company’s relative rank among the peer companies at the end of the performance period, calculated on a linear basis.
| Relative Rank |
80th Percentile |
60th Percentile(a) |
25th Percentile |
Below 25th Percentile |
| Percent of Granted PSUs Earned |
150% |
100% |
25% |
0% |
| (a) |
TSR achievement capped at target in the event
of a negative TSR result at the end of the performance period. |
RSUs
RSUs are eligible to receive dividends that are accrued at the dividend
payment date in the form of DEUs. When dividends are paid on our common stock, we accrue the value of the dividend and issue a
number of DEUs equal to the accrued dividend value. DEUs are subject to the same terms as the original grant of the underlying
RSUs.
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PSU
PERFORMANCE
2022 PSU PERFORMANCE CONDITIONS CERTIFIED
As described in our 2023 and 2024 Proxy Statements, the number of PSUs
earned under the grants made on March 1, 2022 (the “2022 PSUs”) were based on achievement of a relative TSR target
over a three-year performance period. The Company compared achieved TSR over the performance period versus the 10 companies identified
in the performance peer group. In March 2025, the Compensation Committee certified that the performance conditions for the 2022
PSUs had been met as follows. The 2022 annual PSUs earned vested 100% on March 1, 2025, and the 2022 merit PSUs earned vested
75% on March 1, 2025, and will vest 25% on March 1, 2026, subject to continued service through such date.
| Performance Indicator |
Target |
Achieved |
PSUs Earned |
| TSR relative rank versus 2022 performance peer group |
Third Quartile |
Second Quartile |
50% |
2023 AND 2024 PSU PERFORMANCE STATUS
The number of PSUs earned under the grants made on March 1, 2023 (the
“2023 PSUs”) and March 1, 2024 (the “2024 PSUs”) will be based on achievement of relative TSR (40%), Organic
Net Sales CAGR (30%), and Cumulative Free Cash Flow (30%) targets over a three-year performance period. The Company will compare
achieved TSR over the performance period versus the 13 companies identified in the performance peer group.
The levels of TSR performance for the awards, calculated based upon an
ending date of December 28, 2024, were:
Achievement below the 25th percentile results in no earned PSUs. The
percent of PSUs earned for achievement above the 80th percentile is capped at 150%.
The Kellogg Company has been a part of the TSR performance peer group
since 2021. In 2023, Kellogg Company split into two publicly traded companies: Kellanova and WK Kellogg Co. In connection with
the split, the Compensation Committee approved the following treatment for the current and any future TSR performance assessment
related to PSUs as follows:
| ● |
2022 and 2023 awards: We will maintain the original
start price calculation based on Kellogg Company and determine the end price based on a combined index of Kellanova and WK
Kellogg Co stock, according to the terms of the split (4:1). |
| ● |
2024 and future awards: We plan to only include Kellanova. |
TIMING
OF EQUITY AWARDS
The Company has a practice of granting annual equity awards to eligible
employees, including NEOs, which may include PSUs, stock options and time-based RSUs, typically in the first quarter of each year.
Interim equity grants, such as grants made to new hires, are generally made at the time of the next annual grant, although these
practices may in the future be varied. During 2024, the Compensation Committee did not consider material nonpublic information
when determining the timing or terms of equity awards for the NEOs, and the Company did not time the disclosure of material nonpublic
information for the purpose of affecting the value of executive compensation. The Compensation Committee did not grant stock options
to any NEO in 2024.
| |
|
| 2025 Proxy Statement |
71 |
Table of Contents
BENEFITS AND PERQUISITES
We strive to be equitable in our application of benefits and perquisites
across our employee population and specific to particular business situations. We do not provide bespoke executive plans. In addition
to base salary, our Performance Bonus Plan, and long-term incentive equity grants, we provide certain benefit programs to our
NEOs, including retirement plan contributions, health and welfare insurance benefits, and certain other limited perquisite benefits.
In support of our meritocracy and pay for performance culture, our perquisites are by design below market compared to peers.
We maintain defined contribution retirement plans to allow employees
to save for retirement in a tax-efficient manner. Our eligibility guidelines and contribution levels are the same for all employees,
including the NEOs. For 2024, none of our NEOs participated in any defined benefit pension plans, non-qualified deferred compensation
plans, or supplemental retirement or executive savings plans.
We also provide health and welfare insurance benefits to employees, including
our NEOs, which include life, disability, and health insurance benefit plans. The eligibility guidelines and rates for these plans,
and our contribution levels, do not favor our NEOs or other members of senior management over our other employees. In general,
we do not offer enhanced benefits or significant perquisites to our NEOs. However, from time to time, we provide limited perquisite
benefits, which include, for example, limited tax advisory services, immigration benefits, and reimbursement of certain housing
and relocation expenses for business reasons.
2025 COMPENSATION CHANGES
ADDITIONAL 2025 PROGRAM CHANGES
We continue to evolve our performance management and Performance Bonus
Plan (PBP) approach to drive profitable growth by creating a stronger link to enterprise value creation and emphasizing greater
collaboration, including through the following changes effective for our 2025 fiscal year:
| ● |
Updated Company financial multiplier weighting
to increase focus on the role capital allocation plays in our long-term strategy. |
|
► |
Modified weighted average of three financial
metrics: PBP Adjusted Operating Income (50%), PBP Organic Net Sales (30%), and PBP Free Cash Flow Conversion (20%). |
| ● |
Evolved PBP formula to better balance and recognize company performance,
entity performance, and individual performance. |
|
► |
PBP formula updated to a scorecard methodology to better reflect
actual achievement. The scorecard will keep the same elements and ambitious targets of current MBO. |
| ● |
Updated Bonus Investment Plan vesting schedule to better align with
market practice. |
|
► |
The Matching RSUs will vest 50% on the second anniversary and the remaining 50% will vest on the third anniversary
of the grant. |
OTHER
COMPENSATION POLICIES AND PRACTICES
OFFICER STOCK OWNERSHIP GUIDELINES
To strengthen alignment of our NEOs’ interests with those of our
stockholders, our stock ownership guidelines require our NEOs to hold shares of our common stock in an amount equal to a specified
multiple of the NEO’s annual base salary, as follows. All of our current NEOs, including our CEO, are in compliance with
the ownership guidelines.
 |
 |
|
 |
| Role |
Minimum
Ownership |
|
Compliance
Period |
| CEO |
 |
6x BASE SALARY |
5 years from appointment to a position subject to the guidelines |
| Other NEOs |
 |
3x BASE SALARY |
| |
|
| 72 |
2025 Proxy Statement |
Table of Contents
RSUs, DEUs accrued on RSUs (including Matching RSUs), stock equivalents
in savings plans or deferred compensation plans, and shares held in a trust for the benefit of immediate family members count
toward satisfying this ownership requirement. Unearned PSUs and unexercised stock options do not count toward satisfying this
ownership requirement. Our CEO stock ownership guidelines increased from five times base salary in 2023 to six times base salary
beginning in 2024. For more details on the stock ownership of our NEOs, see Beneficial Ownership of Stock—Directors and
Officers.
CHANGE IN CONTROL SEVERANCE PLAN
Effective January 1, 2023, the Board approved the adoption of The Kraft
Heinz Company Change in Control Severance Plan (the “CIC Plan”) to better align the Company’s benefits plans
to be more consistent with peers and market practice.
Under the CIC Plan, executive officers, including the CEO, and certain
other senior-level employees who experience a qualifying termination in connection with a change in control, as defined under
the CIC Plan, in the three months prior to, or the 24 months following, a change in control will be eligible to receive severance
payments and benefits as follows:
| ● |
Severance pay equal to two times the sum of annual
base salary and target PBP payout for the CEO and one-and-a-half times the sum of annual base salary and target PBP payout
for the other executive officers and certain other senior-level employees; |
| ● |
PBP payout for the current year at target and prorated for service; |
| ● |
Health and welfare benefits continued for 24 months following the
qualifying termination for the CEO and 18 months following the qualifying termination for our other executive officers and
certain other senior-level employees, as defined by the CIC Plan; |
| ● |
Outplacement services to assist covered employees with their transition
to new employment; and |
| ● |
Vesting (including acceleration of vesting) of outstanding equity
awards in accordance with the applicable award agreement and plan. |
Change in control is defined under the CIC Plan as (i) any change in
beneficial ownership of more than 50% of the combined voting power of the Company’s outstanding stock is acquired by a person
or company, directly or indirectly, (ii) as result of a merger or consolidation, (iii) a change in the majority of the Board over
a defined period, or (iv) sale or transfer of substantially all assets, or complete liquidation of the company.
In order to receive severance payments and benefits under the CIC Plan,
recipients must agree to a non-revocable release of claims and continued compliance with restrictive covenants including non-competition
and non-solicitation obligations that run for a number of months following termination of employment equal to the number of months
used in the calculation of severance pay.
CLAWBACK POLICY
We maintain a clawback policy that applies to our employees (including
our NEOs and other executive officers). Effective October 2, 2023, the clawback policy was updated to include mandatory recoupment
of excess incentive-based compensation received by a covered executive (including the NEOs) on or after October 2, 2023 in the
event of a restatement of the Company’s financial statements due to material non-compliance with any financial reporting
requirement under federal securities laws, as required by Nasdaq listing standards implementing Exchange Act Rule 10D-1. In addition,
under the policy, in certain circumstances, including misconduct, stock options, PSUs, RSUs (including Matching RSUs), payments
under the PBP and similar short-term incentive bonus plans, and any proceeds or other benefits an NEO may receive may be subject
to forfeiture and/or repayment to us at the discretion of the Compensation Committee or to the extent required by applicable laws
or rules. Further, if an NEO receives any amount in excess of what he, she, or they should have received under the terms of any
award for any reason (including without limitation by reason of a financial restatement, mistake in calculations, or administrative
error), all as determined by the Compensation Committee, then such NEO may be required to promptly repay any such excess amount
to us, at the discretion of the Compensation Committee.
IMPACT OF TAX AND ACCOUNTING POLICIES
When determining total direct compensation packages, the Compensation
Committee considers all factors that may have an impact on our financial performance, including tax and accounting rules and regulations
under Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Tax Code”). Section 162(m) of the Tax
Code generally limits our ability to deduct compensation paid to “covered employees” (as defined in the Tax Code)
to the extent such compensation exceeds $1 million to such employee in any fiscal year.
| |
|
| 2025 Proxy Statement |
73 |
Table of Contents
HUMAN CAPITAL AND COMPENSATION COMMITTEE REPORT
The Compensation Committee oversees our compensation programs on behalf
of the Board. In fulfilling its oversight responsibilities, the Compensation Committee reviewed and discussed with management
the Compensation Discussion and Analysis included in this Proxy Statement. In reliance on that review and discussion, the Compensation
Committee recommended to the Board that the Compensation Discussion and Analysis be included in our Proxy Statement to be filed
with the SEC in connection with our Annual Meeting and incorporated by reference in our Annual Report on Form 10-K for the year
ended December 28, 2024, which was filed with the SEC on February 13, 2025.
HUMAN CAPITAL AND COMPENSATION COMMITTEE
 |
 |
 |
 |
 |
Timothy Kenesey
Chair |
Diane Gherson |
Elio Leoni Sceti |
James Park |
John C. Pope |
| |
|
| 74 |
2025 Proxy Statement |
Table of Contents
EXECUTIVE COMPENSATION
TABLES
SUMMARY COMPENSATION
TABLE
Name
and
Principal Position |
|
Year |
|
Salary
($) |
|
Bonus
($) |
|
Stock
Awards(1)(2)
($) |
|
Option
Awards(1)
($) |
|
Non-Equity
Incentive Plan
Compensation(3)
($) |
|
Change
in
Pension Value
and Nonqualified
Deferred
Compensation
Earnings
($) |
|
All Other
Compensation(6)
($) |
|
Total
Compensation
($) |
Carlos
Abrams-Rivera
Chief Executive Officer |
|
2024 |
|
1,100,000 |
|
— |
|
6,533,365 |
|
— |
|
1,340,495 |
|
— |
|
25,524 |
|
8,999,384 |
| |
2023 |
|
800,000 |
|
— |
|
5,155,982 |
|
— |
|
2,257,373 |
|
— |
|
488,026 |
|
8,701,381 |
| |
2022 |
|
800,000 |
|
— |
|
6,545,766 |
|
33,422 |
|
1,530,952 |
|
— |
|
677,209 |
|
9,587,349 |
Andre
Maciel
EVP and Global Chief Financial Officer |
|
2024 |
|
725,000 |
|
— |
|
4,246,487 |
|
— |
|
602,783 |
|
— |
|
87,281 |
|
5,661,551 |
| |
2023 |
|
713,462 |
|
— |
|
3,736,930 |
|
— |
|
1,466,974 |
|
— |
|
363,103 |
|
6,280,469 |
| |
2022 |
|
621,124 |
|
— |
|
3,325,720 |
|
16,714 |
|
921,848 |
|
— |
|
345,449 |
|
5,230,855 |
Marcos
Eloi Lima
EVP and Global Chief Procurement and Sustainability Officer |
|
2024 |
|
585,000 |
|
— |
|
2,143,469 |
|
— |
|
377,295 |
|
— |
|
24,943 |
|
3,130,707 |
Pedro
Navio
EVP and President, North America |
|
2024 |
|
647,596 |
|
80,000(4) |
|
3,543,036 |
|
— |
|
335,064 |
|
— |
|
364,983 |
|
4,970,679 |
Cory
Onell
EVP and Chief Omnichannel Sales and Asian Emerging Markets Officer |
|
2024 |
|
573,881 |
|
— |
|
2,155,686 |
|
— |
|
227,424 |
|
— |
|
24,930 |
|
2,981,921 |
Rashida
La Lande(5)
Former EVP and Chief Legal and Corporate Affairs Officer |
|
2024 |
|
430,769 |
|
— |
|
2,597,732 |
|
— |
|
290,999 |
|
— |
|
43,720 |
|
3,363,220 |
| |
2023 |
|
700,000 |
|
— |
|
3,088,012 |
|
— |
|
1,122,660 |
|
— |
|
268,596 |
|
5,179,268 |
| |
2022 |
|
700,000 |
|
— |
|
4,316,584 |
|
23,398 |
|
910,602 |
|
— |
|
406,234 |
|
6,356,818 |
| (1) |
The amounts shown in this column include the aggregate grant date fair value, computed in accordance with
ASC Topic 718, of Matching RSUs, PSUs, RSUs (all Stock Awards), and stock options (Option Awards), as applicable. For a discussion
of the assumptions made in the valuation of these awards, see Note 10, Employees’ Stock Incentive Plans, under Item 8,
Notes to Consolidated Financial Statements in our 2024 Annual Report. For a discussion of the terms applicable to the Matching
RSUs, PSUs, RSUs, and stock options, as well as vesting, forfeiture, and other terms, see above under — Compensation Discussion
and Analysis—2024 Executive Compensation Program. |
| (2) |
The amounts reported for stock awards represent the aggregate grant date fair value of stock awards in accordance with the accounting
guidance on share-based payments. For a discussion of the assumptions and methodologies used in calculating the grant date
fair value of these awards, see Note 10, Employees’ Stock Incentive Plans, under Item 8, Notes to Consolidated
Financial Statements in our 2024 Annual Report. For 2024, the amounts reported in this column represent the grant date
fair value of PSU awards. The maximum grant recipients may earn is up to 150% of the target number of PSUs granted. The maximum for
Mr. Abrams-Rivera is $4,898,519; for Mr. Maciel is $3,184,055; for Mr. Lima is $1,470,683; for Mr. Navio is $2,884,683; for
Mr. Onell is $1,589,340; for Ms. La Lande is $2,569,052. |
| (3) |
The 2024 amounts shown in this column reflect compensation earned for 2024 performance under our PBP. The bonuses were paid to
each NEO in the first quarter of 2025 in cash or shares of stock pursuant to our Bonus Investment Plan. |
| (4) |
In connection with Mr. Navio’s elevation to Business Unit President, U.S. Zone in January 2022, he received a bonus
to be paid in three installments. The amount shown in this column reflects the final payment. |
| (5) |
Ms. La Lande stepped down as EVP and Chief Legal and Corporate Affairs Officer effective August 2, 2024. The amounts reported
reflect earned compensation. |
| |
|
| 2025 Proxy Statement |
75 |
Table of Contents
| (6) |
The following table sets forth a detailed breakdown of the items that comprise “All Other Compensation”
for 2024: |
| |
Name |
|
Matching Contribution
to Kraft Heinz 401(k)
($) |
|
Insurance
Coverage(a)
($) |
|
Accrued
Vacation
Payout(b)
($) |
|
Commuting
Expenses
($) |
|
Tax Support and
Payments
($) |
|
Total
($) |
| |
Mr. Abrams-Rivera |
|
24,150 |
|
1,374 |
|
— |
|
— |
|
— |
|
25,524 |
| |
Mr. Maciel |
|
24,150 |
|
983 |
|
— |
|
— |
|
62,148 |
|
87,281 |
| |
Mr. Lima |
|
24,150 |
|
793 |
|
— |
|
— |
|
— |
|
24,943 |
| |
Mr. Navio |
|
11,254 |
|
881 |
|
— |
|
— |
|
352,848 |
|
364,983 |
| |
Mr. Onell |
|
24,150 |
|
780 |
|
— |
|
— |
|
— |
|
24,930 |
| |
Ms. La Lande |
|
13,654 |
|
897 |
|
13,462 |
|
15,707 |
|
— |
|
43,720 |
| |
(a) |
Reflects basic life and accidental death and dismemberment insurance coverages. |
| |
(b) |
Reflects the payout of accrued, unused vacation time. Per Company policy, any U.S. employee separating from the Company in good
standing receives a payout of accrued, unused vacation time. |
| |
|
| 76 |
2025 Proxy
Statement |
Table of Contents
GRANTS OF PLAN-BASED
AWARDS
The following table sets forth information
regarding the grant of plan-based awards for each of the NEOs in our 2024 fiscal year.
| |
|
|
|
|
|
Estimated Future Payouts Under
Non-Equity Incentive Plan Awards |
|
Estimated Future Payouts Under
Equity Incentive Plan Awards |
|
All Other
Stock
Awards:
Number
of Shares
of Stock
or Units
(#) |
|
All Other
Option
Awards:
Number
of
Securities
Underlying
Options
(#) |
|
Exercise
Price of
Option
Awards
($/Share) |
|
Grant
Date Fair
Value of
Stock and
Option
Awards
($) |
| Name |
|
Grant
Date |
|
Grant
Type |
|
Threshold
($) |
|
Target
($) |
|
Maximum
($) |
|
Threshold
(#) |
|
Target
(#) |
|
Maximum
(#) |
|
|
|
|
| Mr. Abrams Rivera |
|
|
|
PBP(1) |
|
165,000 |
|
3,300,000 |
|
3,960,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
3/01/2024 |
|
Matching RSUs |
|
|
|
|
|
|
|
|
|
|
|
|
|
44,980 |
|
|
|
|
|
1,580,147 |
| |
|
3/01/2024 |
|
PSUs(2) |
|
|
|
|
|
|
|
28,021 |
|
112,084 |
|
168,126 |
|
|
|
|
|
|
|
3,265,678 |
| |
|
3/01/2024 |
|
RSUs |
|
|
|
|
|
|
|
|
|
|
|
|
|
48,037 |
|
|
|
|
|
1,687,540 |
| Mr. Maciel |
|
|
|
PBP(1) |
|
72,500 |
|
1,450,000 |
|
1,740,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
3/01/2024 |
|
Matching RSUs |
|
|
|
|
|
|
|
|
|
|
|
|
|
29,230 |
|
|
|
|
|
1,026,850 |
| |
|
3/01/2024 |
|
PSUs(2) |
|
|
|
|
|
|
|
18,214 |
|
72,855 |
|
109,283 |
|
|
|
|
|
|
|
2,122,703 |
| |
|
3/01/2024 |
|
RSUs |
|
|
|
|
|
|
|
|
|
|
|
|
|
31,225 |
|
|
|
|
|
1,096,934 |
| Mr. Lima |
|
|
|
PBP(1) |
|
43,875 |
|
877,500 |
|
1,053,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
3/01/2024 |
|
Matching RSUs |
|
|
|
|
|
|
|
|
|
|
|
|
|
18,684 |
|
|
|
|
|
656,369 |
| |
|
3/01/2024 |
|
PSUs(2) |
|
|
|
|
|
|
|
8,413 |
|
33,651 |
|
50,477 |
|
|
|
|
|
|
|
980,456 |
| |
|
3/01/2024 |
|
RSUs |
|
|
|
|
|
|
|
|
|
|
|
|
|
14,422 |
|
|
|
|
|
506,645 |
| Mr. Navio |
|
|
|
PBP(1) |
|
56,875 |
|
1,137,500 |
|
1,365,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
3/01/2024 |
|
Matching RSUs |
|
|
|
|
|
|
|
|
|
|
|
|
|
17,823 |
|
|
|
|
|
626,122 |
| |
|
3/01/2024 |
|
PSUs(2) |
|
|
|
|
|
|
|
16,501 |
|
66,005 |
|
99,008 |
|
|
|
|
|
|
|
1,923,122 |
| |
|
3/01/2024 |
|
RSUs |
|
|
|
|
|
|
|
|
|
|
|
|
|
28,289 |
|
|
|
|
|
993,793 |
| Mr. Onell |
|
|
|
PBP(1) |
|
43,125 |
|
862,500 |
|
1,035,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
3/01/2024 |
|
Matching RSUs |
|
|
|
|
|
|
|
|
|
|
|
|
|
15,616 |
|
|
|
|
|
548,590 |
| |
|
3/01/2024 |
|
PSUs(2) |
|
|
|
|
|
|
|
9,092 |
|
36,366 |
|
54,549 |
|
|
|
|
|
|
|
1,059,560 |
| |
|
3/01/2024 |
|
RSUs |
|
|
|
|
|
|
|
|
|
|
|
|
|
15,586 |
|
|
|
|
|
547,536 |
| Ms. La Lande |
|
|
|
PBP(1) |
|
45,000 |
|
900,000 |
|
1,080,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
3/01/2024 |
|
PSUs(2) |
|
|
|
|
|
|
|
14,696 |
|
58,783 |
|
88,175 |
|
|
|
|
|
|
|
1,712,701 |
| |
|
3/01/2024 |
|
RSUs |
|
|
|
|
|
|
|
|
|
|
|
|
|
25,193 |
|
|
|
|
|
885,030 |
| (1) |
Payments are based on achievement of individual and financial performance goals. The financial multiplier was calculated based upon PBP Adjusted Operating Income, PBP Organic Net Sales, and
PBP Free Cash Flow Conversion for 2024 PBP awards, which has a Threshold payout level of 50%, and Maximum payout level of 120%. Threshold
amounts also reflect a minimum individual performance score of 10%, while Target amounts reflect an individual performance score
of 100%, and Maximum amounts reflect an individual performance score of 100%. Annual incentive award payments were made in cash to
each NEO after the end of 2024 based on actual results achieved. Actual amounts earned are reflected in the Summary Compensation
Table. |
| (2) |
Granted under the 2020 Omnibus Incentive Plan. The performance metric was approved by the Compensation Committee on February
4, 2024. The Target number of shares shown in the table reflects the number of shares of common stock that will be earned
if each of the performance metrics are achieved at target levels by December 26, 2026. Actual shares awarded will vest 75%
on the third anniversary of the grant date and the final 25% will vest on the fourth anniversary of the grant date. The performance target is based on achievement of relative TSR (40%), Organic Net Sales CAGR (30%), and Cumulative Free Cash
Flow (30%) targets over a three-year performance period. The Company will compare achieved TSR over the performance period
versus the 13 companies identified in the performance peer group. Dividends are not earned on the PSUs. |
| |
|
| 2025 Proxy Statement |
77 |
Table of Contents
OUTSTANDING EQUITY AWARDS
AT FISCAL YEAR END
The following table sets forth each NEO’s
outstanding equity awards as of the end of our 2024 fiscal year.
| |
|
|
|
|
|
Option Awards |
|
Stock Awards |
| Name |
|
Grant
Date |
|
Grant Type |
|
Number of
Securities
Underlying
Unexercised
Options
Exercisable
(#) |
|
Number of
Securities
Underlying
Unexercised
Options
Unexercisable
(#) |
|
Option
Exercise
Price
($) |
|
Option
Expiration
Date |
|
Number of
Shares or
Units of
Stock That
Have Not
Vested
(#) |
|
Market
Value of
Shares or
Units of
Stock That
Have Not
Vested(1)
($) |
|
Equity
Incentive
Plan Awards:
Number of
Unearned
Shares, Units
or Other
Rights That
Have Not
Vested
(#) |
|
Equity
Incentive
Plan Awards:
Market or
Payout Value
of Unearned
Shares, Units
or Other
Rights That
Have Not
Vested(1)
($) |
| Mr. Abrams-Rivera |
|
3/1/2024 |
|
Matching RSUs |
|
|
|
|
|
|
|
|
|
47,160(2) |
|
1,446,869 |
|
|
|
|
|
|
3/1/2024 |
|
PSUs |
|
|
|
|
|
|
|
|
|
|
|
|
|
112,084(3) |
|
3,438,737 |
| |
|
3/1/2024 |
|
RSUs |
|
|
|
|
|
|
|
|
|
50,365(4) |
|
1,545,198 |
|
|
|
|
| |
|
3/1/2023 |
|
Matching RSUs |
|
|
|
|
|
|
|
|
|
30,579(2) |
|
938,164 |
|
|
|
|
| |
|
3/1/2023 |
|
PSUs |
|
|
|
|
|
|
|
|
|
|
|
|
|
82,033(5) |
|
2,516,772 |
| |
|
3/1/2023 |
|
RSUs |
|
|
|
|
|
|
|
|
|
38,521(6) |
|
1,181,824 |
|
|
|
|
| |
|
3/1/2022 |
|
Matching RSUs |
|
|
|
|
|
|
|
|
|
27,139(2) |
|
832,625 |
|
|
|
|
| |
|
3/1/2022 |
|
PSUs (annual) |
|
|
|
|
|
|
|
|
|
|
|
|
|
10,342(7) |
|
317,293 |
| |
|
3/1/2022 |
|
PSUs (merit/
retention) |
|
|
|
|
|
|
|
|
|
|
|
|
|
62,048(8) |
|
1,903,633 |
| |
|
3/1/2022 |
|
RSUs (annual) |
|
|
|
|
|
|
|
|
|
11,817(9) |
|
362,546 |
|
|
|
|
| |
|
3/1/2022 |
|
RSUs (merit/
retention) |
|
|
|
|
|
|
|
|
|
47,268(10) |
|
1,450,182 |
|
|
|
|
| |
|
3/1/2022 |
|
Stock Options |
|
|
|
5,171(11) |
|
38.68 |
|
3/1/2032 |
|
|
|
|
|
|
|
|
| |
|
3/1/2021 |
|
PSUs (annual) |
|
|
|
|
|
|
|
|
|
|
|
|
|
10,111(12) |
|
310,205 |
| |
|
3/1/2021 |
|
RSUs (annual) |
|
|
|
|
|
|
|
|
|
8,118(13) |
|
249,060 |
|
|
|
|
| |
|
3/1/2021 |
|
Stock Options |
|
5,393 |
|
|
|
37.09 |
|
3/1/2031 |
|
|
|
|
|
|
|
|
| |
|
6/1/2020 |
|
Stock Options |
|
82,183 |
|
|
|
30.42 |
|
6/1/2030 |
|
|
|
|
|
|
|
|
| Mr. Maciel |
|
3/1/2024 |
|
Matching RSUs |
|
|
|
|
|
|
|
|
|
30,646(2) |
|
940,219 |
|
|
|
|
| |
|
3/1/2024 |
|
PSUs |
|
|
|
|
|
|
|
|
|
|
|
|
|
72,855(3) |
|
2,235,191 |
| |
|
3/1/2024 |
|
RSUs |
|
|
|
|
|
|
|
|
|
32,737(4) |
|
1,004,371 |
|
|
|
|
| |
|
3/1/2023 |
|
Matching RSUs |
|
|
|
|
|
|
|
|
|
18,411(2) |
|
564,849 |
|
|
|
|
| |
|
3/1/2023 |
|
PSUs |
|
|
|
|
|
|
|
|
|
|
|
|
|
62,094(5) |
|
1,905,044 |
| |
|
3/1/2023 |
|
RSUs |
|
|
|
|
|
|
|
|
|
29,159(6) |
|
894,598 |
|
|
|
|
| |
|
3/1/2022 |
|
Matching RSUs |
|
|
|
|
|
|
|
|
|
15,129(2) |
|
464,158 |
|
|
|
|
| |
|
3/1/2022 |
|
PSUs (annual) |
|
|
|
|
|
|
|
|
|
|
|
|
|
5,171(7) |
|
158,646 |
| |
|
3/1/2022 |
|
PSUs (merit/
retention) |
|
|
|
|
|
|
|
|
|
|
|
|
|
31,024(8) |
|
951,816 |
| |
|
3/1/2022 |
|
RSUs (annual) |
|
|
|
|
|
|
|
|
|
5,908(9) |
|
181,257 |
|
|
|
|
| |
|
3/1/2022 |
|
RSUs (merit/
retention) |
|
|
|
|
|
|
|
|
|
23,634(10) |
|
725,091 |
|
|
|
|
| |
|
3/1/2022 |
|
Stock Options
(annual) |
|
|
|
2,586(11) |
|
$38.68 |
|
3/1/2032 |
|
|
|
|
|
|
|
|
| |
|
3/1/2021 |
|
PSUs (merit/
retention) |
|
|
|
|
|
|
|
|
|
|
|
|
|
4,044(12) |
|
124,070 |
| |
|
3/1/2021 |
|
RSUs (merit/
retention) |
|
|
|
|
|
|
|
|
|
3,250(13) |
|
99,710 |
|
|
|
|
| |
|
3/1/2021 |
|
Stock Options
(annual) |
|
2,562 |
|
|
|
$37.09 |
|
3/1/2031 |
|
|
|
|
|
|
|
|
| |
|
8/16/2019 |
|
Stock Options |
|
39,355 |
|
|
|
$25.41 |
|
8/16/2029 |
|
|
|
|
|
|
|
|
| |
|
3/1/2016 |
|
Stock Options |
|
19,315 |
|
|
|
$77.66 |
|
3/1/2026 |
|
|
|
|
|
|
|
|
| |
|
8/20/2015 |
|
Stock Options |
|
26,937 |
|
|
|
$74.25 |
|
8/20/2025 |
|
|
|
|
|
|
|
|
| |
|
| 78 |
2025 Proxy Statement |
Table of Contents
| |
|
|
|
|
|
Option Awards |
|
Stock Awards |
| Name |
|
Grant
Date |
|
Grant Type |
|
Number of
Securities
Underlying
Unexercised
Options
Exercisable
(#) |
|
Number of
Securities
Underlying
Unexercised
Options
Unexercisable
(#) |
|
Option
Exercise
Price
($) |
|
Option
Expiration
Date |
|
Number of
Shares or
Units of
Stock That
Have Not
Vested
(#) |
|
Market
Value of
Shares or
Units of
Stock That
Have Not
Vested(1)
($) |
|
Equity
Incentive
Plan Awards:
Number of
Unearned
Shares, Units
or Other
Rights That
Have Not
Vested
(#) |
|
Equity
Incentive
Plan Awards:
Market or
Payout Value
of Unearned
Shares, Units
or Other
Rights That
Have Not
Vested(1)
($) |
| Mr. Lima |
|
3/1/2024 |
|
Matching RSUs |
|
|
|
|
|
|
|
|
|
19,589(2) |
|
600,991 |
|
|
|
|
| |
|
3/1/2024 |
|
PSUs |
|
|
|
|
|
|
|
|
|
|
|
|
|
33,651(3) |
|
1,032,413 |
| |
|
3/1/2024 |
|
RSUs |
|
|
|
|
|
|
|
|
|
15,121(4) |
|
463,912 |
|
|
|
|
| |
|
3/1/2023 |
|
Matching RSUs |
|
|
|
|
|
|
|
|
|
14,479(2) |
|
444,216 |
|
|
|
|
| |
|
3/1/2023 |
|
PSUs |
|
|
|
|
|
|
|
|
|
|
|
|
|
26,229(5) |
|
804,706 |
| |
|
3/1/2023 |
|
RSUs |
|
|
|
|
|
|
|
|
|
12,317(6) |
|
377,886 |
|
|
|
|
| |
|
3/1/2022 |
|
Matching RSUs |
|
|
|
|
|
|
|
|
|
10,054(2) |
|
308,457 |
|
|
|
|
| |
|
3/1/2022 |
|
PSUs (annual) |
|
|
|
|
|
|
|
|
|
|
|
|
|
4,538(7) |
|
139,226 |
| |
|
3/1/2022 |
|
PSUs (merit/
retention) |
|
|
|
|
|
|
|
|
|
|
|
|
|
15,512(8) |
|
475,908 |
| |
|
3/1/2022 |
|
RSUs (annual) |
|
|
|
|
|
|
|
|
|
5,185(9) |
|
159,076 |
|
|
|
|
| |
|
3/1/2022 |
|
RSUs (merit/
retention) |
|
|
|
|
|
|
|
|
|
11,817(10) |
|
362,546 |
|
|
|
|
| |
|
3/1/2022 |
|
Stock Options
(annual) |
|
|
|
2,269(11) |
|
38.68 |
|
3/1/2032 |
|
|
|
|
|
|
|
|
| |
|
3/1/2021 |
|
PSUs (merit/
retention) |
|
|
|
|
|
|
|
|
|
|
|
|
|
6,066(12) |
|
186,105 |
| |
|
3/1/2021 |
|
RSUs (merit/
retention) |
|
|
|
|
|
|
|
|
|
4,871(13) |
|
149,442 |
|
|
|
|
| |
|
3/1/2021 |
|
Options (annual) |
|
2,144 |
|
|
|
37.09 |
|
3/1/2031 |
|
|
|
|
|
|
|
|
| |
|
8/16/2019 |
|
Stock Options |
|
39,355 |
|
|
|
25.41 |
|
8/16/2029 |
|
|
|
|
|
|
|
|
| Mr. Navio |
|
3/1/2024 |
|
Matching RSUs |
|
|
|
|
|
|
|
|
|
18,686(2) |
|
573,286 |
|
|
|
|
| |
|
3/1/2024 |
|
PSUs |
|
|
|
|
|
|
|
|
|
|
|
|
|
66,005(3) |
|
2,025,033 |
| |
|
3/1/2024 |
|
RSUs |
|
|
|
|
|
|
|
|
|
29,660(4) |
|
909,969 |
|
|
|
|
| |
|
3/1/2023 |
|
Matching RSUs |
|
|
|
|
|
|
|
|
|
11,192(2) |
|
343,371 |
|
|
|
|
| |
|
3/1/2023 |
|
PSUs |
|
|
|
|
|
|
|
|
|
|
|
|
|
34,180(5) |
|
1,048,642 |
| |
|
3/1/2023 |
|
RSUs |
|
|
|
|
|
|
|
|
|
16,052(6) |
|
492,475 |
|
|
|
|
| |
|
3/1/2022 |
|
PSUs (annual) |
|
|
|
|
|
|
|
|
|
|
|
|
|
3,878(7) |
|
118,977 |
| |
|
3/1/2022 |
|
PSUs (merit/
retention) |
|
|
|
|
|
|
|
|
|
|
|
|
|
23,268(8) |
|
713,862 |
| |
|
3/1/2022 |
|
RSUs (annual) |
|
|
|
|
|
|
|
|
|
4,431(9) |
|
135,943 |
|
|
|
|
| |
|
3/1/2022 |
|
RSUs (merit/
retention) |
|
|
|
|
|
|
|
|
|
17,724(10) |
|
543,772 |
|
|
|
|
| |
|
3/1/2022 |
|
Stock Options
(annual) |
|
|
|
1,939(11) |
|
38.68 |
|
3/1/2032 |
|
|
|
|
|
|
|
|
| |
|
3/1/2022 |
|
Stock Options
(merit/ retention) |
|
|
|
64,633(11) |
|
38.68 |
|
3/1/2032 |
|
|
|
|
|
|
|
|
| |
|
3/1/2021 |
|
PSUs (merit/
retention) |
|
|
|
|
|
|
|
|
|
|
|
|
|
3,033(12) |
|
93,052 |
| |
|
3/1/2021 |
|
RSUs (merit/
retention) |
|
|
|
|
|
|
|
|
|
2,435(13) |
|
74,706 |
|
|
|
|
| |
|
3/1/2021 |
|
Stock Options
(annual) |
|
977 |
|
|
|
37.09 |
|
3/1/2031 |
|
|
|
|
|
|
|
|
| |
|
3/1/2018 |
|
Stock Options |
|
52,325 |
|
|
|
66.89 |
|
3/1/2028 |
|
|
|
|
|
|
|
|
| |
|
| 2025 Proxy Statement |
79 |
Table of Contents
| |
|
|
|
|
|
Option Awards |
|
Stock Awards |
| Name |
|
Grant
Date |
|
Grant Type |
|
Number of
Securities
Underlying
Unexercised
Options
Exercisable
(#) |
|
Number of
Securities
Underlying
Unexercised
Options
Unexercisable
(#) |
|
Option
Exercise
Price
($) |
|
Option
Expiration
Date |
|
Number of
Shares or
Units of
Stock That
Have Not
Vested
(#) |
|
Market
Value of
Shares or
Units of
Stock That
Have Not
Vested(1)
($) |
|
Equity
Incentive
Plan Awards:
Number of
Unearned
Shares, Units
or Other
Rights That
Have Not
Vested
(#) |
|
Equity
Incentive
Plan Awards:
Market or
Payout Value
of Unearned
Shares, Units
or Other
Rights That
Have Not
Vested(1)
($) |
| Mr. Onell |
|
3/1/2024 |
|
Matching RSUs |
|
|
|
|
|
|
|
|
|
16,373(2) |
|
502,324 |
|
|
|
|
| |
|
3/1/2024 |
|
PSUs |
|
|
|
|
|
|
|
|
|
|
|
|
|
36,366(3) |
|
1,115,709 |
| |
|
3/1/2024 |
|
RSUs |
|
|
|
|
|
|
|
|
|
16,341(4) |
|
501,342 |
|
|
|
|
| |
|
3/1/2023 |
|
Matching RSUs |
|
|
|
|
|
|
|
|
|
11,110(2) |
|
340,855 |
|
|
|
|
| |
|
3/1/2023 |
|
PSUs |
|
|
|
|
|
|
|
|
|
|
|
|
|
33,948(5) |
|
1,041,525 |
| |
|
3/1/2023 |
|
RSUs |
|
|
|
|
|
|
|
|
|
15,944(6) |
|
489,162 |
|
|
|
|
| |
|
3/1/2022 |
|
Matching RSUs |
|
|
|
|
|
|
|
|
|
13,199(2) |
|
404,945 |
|
|
|
|
| |
|
3/1/2022 |
|
PSUs (annual) |
|
|
|
|
|
|
|
|
|
|
|
|
|
3,568(7) |
|
109,466 |
| |
|
3/1/2022 |
|
PSUs (merit/
retention) |
|
|
|
|
|
|
|
|
|
|
|
|
|
23,268(8) |
|
713,862 |
| |
|
3/1/2022 |
|
RSUs (annual) |
|
|
|
|
|
|
|
|
|
4,075(9) |
|
125,021 |
|
|
|
|
| |
|
3/1/2022 |
|
RSUs (merit/
retention) |
|
|
|
|
|
|
|
|
|
17,724(10) |
|
543,772 |
|
|
|
|
| |
|
3/1/2022 |
|
Stock Options
(annual) |
|
|
|
1,784(11) |
|
38.68 |
|
3/1/2032 |
|
|
|
|
|
|
|
|
| |
|
3/1/2021 |
|
PSUs (merit/
retention) |
|
|
|
|
|
|
|
|
|
|
|
|
|
4,044(12) |
|
124,070 |
| |
|
3/1/2021 |
|
RSUs (merit/
retention) |
|
|
|
|
|
|
|
|
|
3,250(13) |
|
99,710 |
|
|
|
|
| |
|
3/1/2021 |
|
RSUs (merit/
retention) |
|
|
|
|
|
|
|
|
|
8,059(13) |
|
247,250 |
|
|
|
|
| |
|
3/1/2021 |
|
Stock Options
(annual) |
|
1,719 |
|
|
|
37.09 |
|
3/1/2031 |
|
|
|
|
|
|
|
|
| Ms. La Lande(14) |
|
―
|
|
―
|
|
―
|
|
―
|
|
―
|
|
―
|
|
―
|
|
―
|
|
―
|
|
―
|
| (1) |
The market value of the shares that have not vested is based on the closing price of $30.68 for
Kraft Heinz common stock on December 27, 2024, the last trading day of our fiscal year. |
| (2) |
Total includes DEUs that are subject to the same terms as the original grant. The Matching RSUs vested or are scheduled
to vest on: March 1, 2025 for awards granted on March 1, 2022; March 1, 2026 for awards granted on March 1, 2023; and
March 1, 2027 for awards granted on March 1, 2024. |
| (3) |
These awards are scheduled to vest 75% on March 1, 2027 and 25% on March 1, 2028 based upon achievement of performance
conditions for the 2024 PSUs. |
| (4) |
Total includes DEUs that are subject to the same terms as the original grant. These awards are scheduled to vest 75% on
March 1, 2027 and 25% on March 1, 2028. |
| (5) |
These awards are scheduled to vest 75% on March 1, 2026 and 25% on March 1, 2027 based upon achievement of performance
conditions for the 2023 PSUs. |
| (6) |
Total includes DEUs that are subject to the same terms as the original grant. These awards are scheduled to vest 75% on
March 1, 2026 and 25% on March 1, 2027. |
| (7) |
These awards are scheduled to vest on March 1, 2025 with a performance metric based on a three-year average TSR
performance relative to the performance peer group. |
| (8) |
These awards are scheduled to vest 75% on March 1, 2025 and 25% on March 1, 2026 based upon achievement of performance
conditions for the 2022 PSUs. |
| (9) |
Total includes DEUs that are subject to the same terms as the original grant. These awards are scheduled to vest 100%
on March 1, 2025. |
| (10) |
Total includes DEUs that are subject to the same terms as the original grant. These awards are scheduled to vest 75% on
March 1, 2025 and 25% on March 1, 2026. |
| (11) |
These awards are scheduled to vest 100% on March 1, 2025. |
| (12) |
The Compensation Committee has certified that the achievement of the performance conditions for these awards has been
met. The outstanding portion of these awards is scheduled to vest on March 1, 2025. |
| (13) |
Total includes DEUs that are subject to the same terms as the original grant. The outstanding portion of these awards
is scheduled to vest on March 1, 2025. |
| (14) |
Ms. La Lande stepped down from the Company effective August 2, 2024 and received prorated matching restricted stock units
(“RSUs”) from participating in the Company’s Bonus Investment Plan granted on March 1, 2022 and March 1
2023, and dividend equivalent units accrued on such RSUs, which would otherwise vest three years after grant. All other outstanding
awards forfeited on the date of separation. |
| |
|
| 80 |
2025 Proxy Statement |
Table of Contents
OPTION EXERCISES AND
STOCK VESTED
The following table sets forth option exercises
and stock vested for each of our NEOs as of the end of our 2024 fiscal year.
| |
|
Option Awards |
|
Stock Awards(1) |
| Name |
|
Number of Shares
Acquired on Exercise
(#) |
|
Value Realized on
Exercise
($) |
|
Number of Shares Acquired
on Vesting
(#) |
|
Value Realized on
Vesting
($) |
| Mr. Abrams-Rivera |
|
― |
|
― |
|
227,561 |
|
7,994,218 |
| Mr. Maciel |
|
― |
|
― |
|
69,140 |
|
2,433,193 |
| Mr. Lima |
|
― |
|
― |
|
83,976 |
|
2,955,457 |
| Mr. Navio |
|
― |
|
― |
|
33,817 |
|
1,191,273 |
| Mr. Onell |
|
― |
|
― |
|
70,371 |
|
2,472,133 |
| Ms. La Lande |
|
― |
|
― |
|
74,142 |
|
2,627,456 |
| (1) |
The following table provides details of the stock awards that vested and value realized: |
| |
Name |
|
Grant Date |
|
Vesting Date |
|
Number of
Shares |
|
Stock
Price on
Vesting
Date
($)(2) |
|
Value
Realized
on Vesting
($) |
|
Description |
| |
Mr. Abrams-Rivera |
|
3/2/2020 |
|
3/2/2024 |
|
47,948 |
|
35.13 |
|
1,684,413 |
|
Shares underlying an award of PSUs, the remaining 25% vested |
| |
|
|
3/1/2020 |
|
3/1/2024 |
|
56,893 |
|
35.13 |
|
1,998,651 |
|
Shares underlying an award of RSUs, including DEUs accrued, the remaining
25% vested |
| |
|
|
3/1/2021 |
|
3/1/2024 |
|
10,785 |
|
35.13 |
|
378,877 |
|
Shares underlying an award of PSUs, 100% of which vested |
| |
|
|
3/1/2021 |
|
3/1/2024 |
|
30,332 |
|
35.13 |
|
1,065,563 |
|
Shares underlying an award of PSUs, of which 75% vested |
| |
|
|
3/1/2021 |
|
3/1/2024 |
|
12,257 |
|
35.13 |
|
430,588 |
|
Shares underlying an award of RSUs, including DEUs accrued, 100% of which
vested |
| |
|
|
3/1/2021 |
|
3/1/2024 |
|
46,449 |
|
35.13 |
|
1,631,753 |
|
Shares underlying an award of RSUs, including DEUs accrued, 100% of which
vested |
| |
|
|
3/1/2021 |
|
3/1/2024 |
|
22,897 |
|
35.13 |
|
804,372 |
|
Shares underlying an award of RSUs, including DEUs accrued, 75% of which
vested |
| |
Mr. Maciel |
|
6/1/2020 |
|
6/1/2024 |
|
8,218 |
|
35.37 |
|
290,671 |
|
Shares underlying an award of PSUs, the remaining 25% vested |
| |
|
|
6/1/2020 |
|
6/1/2024 |
|
9,719 |
|
35.37 |
|
343,761 |
|
Shares underlying an award of RSUs, including DEUs accrued, the remaining
25% vested |
| |
|
|
3/1/2021 |
|
3/1/2024 |
|
5,123 |
|
35.13 |
|
179,971 |
|
Shares underlying an award of PSUs, 100% of which vested |
| |
|
|
3/1/2021 |
|
3/1/2024 |
|
12,133 |
|
35.13 |
|
426,232 |
|
Shares underlying an award of PSUs, of which 75% vested |
| |
|
|
3/1/2021 |
|
3/1/2024 |
|
5,822 |
|
35.13 |
|
204,527 |
|
Shares underlying an award of RSUs, including DEUs accrued, 100% of which
vested |
| |
|
|
3/1/2021 |
|
3/1/2024 |
|
18,967 |
|
35.13 |
|
666,311 |
|
Shares underlying an award of RSUs, including DEUs accrued, 100% of which
vested |
| |
|
|
3/1/2021 |
|
3/1/2024 |
|
9,158 |
|
35.13 |
|
321,721 |
|
Shares underlying an award of RSUs, including DEUs accrued, 75% of which
vested |
| |
Mr. Lima |
|
6/1/2020 |
|
6/1/2024 |
|
10,273 |
|
35.37 |
|
363,356 |
|
Shares underlying an award of PSUs, the remaining 25% vested |
| |
|
|
6/1/2020 |
|
6/1/2024 |
|
12,146 |
|
35.37 |
|
429,604 |
|
Shares underlying an award of RSUs, including DEUs accrued, the remaining
25% vested |
| |
|
|
3/1/2021 |
|
3/1/2024 |
|
4,287 |
|
35.13 |
|
150,602 |
|
Shares underlying an award of PSUs, 100% of which vested |
| |
|
|
3/1/2021 |
|
3/1/2024 |
|
18,200 |
|
35.13 |
|
639,366 |
|
Shares underlying an award of PSUs, of which 75% vested |
| |
|
|
3/1/2021 |
|
3/1/2024 |
|
4,871 |
|
35.13 |
|
171,118 |
|
Shares underlying an award of RSUs, including DEUs accrued, 75% of which
vested |
| |
|
|
3/1/2021 |
|
3/1/2024 |
|
20,461 |
|
35.13 |
|
718,795 |
|
Shares underlying an award of RSUs, including DEUs accrued, 100% of which
vested |
| |
|
|
3/1/2021 |
|
3/1/2024 |
|
13,738 |
|
35.13 |
|
482,616 |
|
Shares underlying an award of RSUs, including DEUs accrued, 75% of which
vested |
| |
Mr. Navio |
|
6/1/2020 |
|
6/1/2024 |
|
4,931 |
|
35.37 |
|
174,409 |
|
Shares underlying an award of PSUs, the remaining 25% vested |
| |
|
|
6/1/2020 |
|
6/1/2024 |
|
8,744 |
|
35.37 |
|
309,275 |
|
Shares underlying an award of RSUs, including DEUs accrued, the remaining
25% vested |
| |
|
|
3/1/2021 |
|
3/1/2024 |
|
1,953 |
|
35.13 |
|
68,609 |
|
Shares underlying an award of PSUs, 100% of which vested |
| |
|
|
3/1/2021 |
|
3/1/2024 |
|
9,100 |
|
35.13 |
|
319,683 |
|
Shares underlying an award of PSUs, of which 75% vested |
| |
|
|
3/1/2021 |
|
3/1/2024 |
|
2,220 |
|
35.13 |
|
77,989 |
|
Shares underlying an award of RSUs, including DEUs accrued, 100% of which
vested |
| |
|
|
3/1/2021 |
|
3/1/2024 |
|
6,869 |
|
35.13 |
|
241,308 |
|
Shares underlying an award of RSUs, including DEUs accrued, 75% of which
vested |
| |
Mr. Onell |
|
3/1/2021 |
|
3/1/2024 |
|
26,962 |
|
35.13 |
|
947,175 |
|
Shares underlying an award of PSUs, 100% of which vested |
| |
|
|
3/1/2021 |
|
3/1/2024 |
|
3,438 |
|
35.13 |
|
120,777 |
|
Shares underlying an award of PSUs, 100% of which vested |
| |
|
|
3/1/2021 |
|
3/1/2024 |
|
12,133 |
|
35.13 |
|
426,232 |
|
Shares underlying an award of PSUs, of which 75% vested |
| |
|
|
3/1/2021 |
|
3/1/2024 |
|
3,907 |
|
35.13 |
|
137,253 |
|
Shares underlying an award of RSUs, including DEUs accrued, 100% of which
vested |
| |
|
|
3/1/2021 |
|
3/1/2024 |
|
7,081 |
|
35.13 |
|
248,756 |
|
Shares underlying an award of RSUs, including DEUs accrued, 100% of which
vested |
| |
|
|
3/1/2021 |
|
3/1/2024 |
|
7,692 |
|
35.13 |
|
270,220 |
|
Shares underlying an award of RSUs, including DEUs accrued, 25% of which
vested |
| |
|
|
3/1/2021 |
|
3/1/2024 |
|
9,158 |
|
35.13 |
|
321,721 |
|
Shares underlying an award of RSUs, including DEUs accrued, 25% of which
vested |
| |
|
| |
|
| 2025 Proxy Statement |
81 |
Table of Contents
| |
Name |
|
Grant
Date |
|
Vesting
Date |
|
Number
of
Shares |
|
Stock
Price on
Vesting
Date
($)(2) |
|
Value
Realized
on Vesting
($) |
|
Description |
| |
Ms.
La Lande |
|
6/1/2020 |
|
6/1/2024 |
|
8,218 |
|
35.37 |
|
290,671 |
|
Shares underlying an award of PSUs, the remaining 25% vested |
| |
|
|
6/1/2020 |
|
6/1/2024 |
|
9,719 |
|
35.37 |
|
343,761 |
|
Shares underlying an award of RSUs, including DEUs accrued, the remaining 25% vested |
| |
|
|
3/1/2021 |
|
3/1/2024 |
|
7,010 |
|
35.13 |
|
246,261 |
|
Shares underlying an award of PSUs, 100% of which vested |
| |
|
|
3/1/2021 |
|
3/1/2024 |
|
12,133 |
|
35.13 |
|
426,232 |
|
Shares underlying an award of PSUs, of which 75% vested |
| |
|
|
3/1/2021 |
|
3/1/2024 |
|
7,966 |
|
35.13 |
|
279,846 |
|
Shares underlying an award of RSUs, including DEUs accrued, 100% of which vested |
| |
|
|
3/1/2021 |
|
3/1/2024 |
|
9,158 |
|
35.13 |
|
321,721 |
|
Shares underlying an award of RSUs, including DEUs accrued, 75% of which vested |
| |
|
|
3/1/2022 |
|
8/2/2024 |
|
14,021 |
|
36.06 |
|
505,597 |
|
Shares underlying an award of RSUs, including DEUs accrued, 66% of which vested |
| |
|
|
3/1/2023 |
|
8/2/2024 |
|
5,917 |
|
36.06 |
|
213,367 |
|
Shares underlying an award of RSUs, including DEUs accrued, 33% of which vested |
| (2) |
Represents the closing price of Kraft Heinz common stock on the applicable vesting date. |
PENSION BENEFITS
None of our NEOs participate in any defined
benefit pension arrangements.
NONQUALIFIED DEFERRED
COMPENSATION
None of our NEOs participate in any nonqualified
deferred compensation arrangements.
POTENTIAL PAYMENTS UPON
TERMINATION OR CHANGE IN CONTROL
The table, footnotes, and narratives below
reflect the assumption that a hypothetical termination of employment and/or change in control occurred on the last business day of our
2024 fiscal year.
| Name |
|
Element |
|
Involuntary Termination
without Cause(1)
($) |
|
Termination upon
Change in Control(2)
($) |
|
Termination due to
Death or Disability(3)
($) |
|
Termination due to
Retirement(4)
($) |
| Mr. Abrams-Rivera |
|
Salary |
|
2,200,000 |
|
2,200,000 |
|
— |
|
— |
| |
|
Bonus |
|
— |
|
6,600,000 |
|
1,340,495 |
|
1,340,495 |
| |
|
Intrinsic Value of
Accelerated Equity |
|
3,401,601 |
|
3,401,601 |
|
16,651,754 |
|
8,770,768 |
| |
|
Health and Wellness
Benefits(5) |
|
42,882 |
|
42,882 |
|
— |
|
— |
| |
|
Outplacement
Assistance |
|
4,000 |
|
4,000 |
|
— |
|
— |
| |
|
TOTAL |
|
5,648,483 |
|
12,248,483 |
|
17,992,249 |
|
10,111,263 |
| Mr. Maciel |
|
Salary |
|
1,087,500 |
|
1,087,500 |
|
— |
|
— |
| |
|
Bonus |
|
— |
|
2,175,000 |
|
602,783 |
|
602,783 |
| |
|
Intrinsic Value of
Accelerated Equity |
|
1,840,382 |
|
1,840,382 |
|
10,328,361 |
|
5,423,488 |
| |
|
Health and Wellness
Benefits(5) |
|
32,161 |
|
32,161 |
|
— |
|
— |
| |
|
Outplacement
Assistance |
|
4,000 |
|
4,000 |
|
— |
|
— |
| |
|
TOTAL |
|
2,964,043 |
|
5,139,043 |
|
10,931,144 |
|
6,026,271 |
| Mr. Lima |
|
Salary |
|
877,500 |
|
877,500 |
|
— |
|
— |
| |
|
Bonus |
|
— |
|
1,316,250 |
|
377,295 |
|
377,295 |
| |
|
Intrinsic Value of
Accelerated Equity |
|
1,113,458 |
|
1,113,458 |
|
5,574,495 |
|
3,114,634 |
| |
|
Health and Wellness
Benefits(5) |
|
32,161 |
|
32,161 |
|
— |
|
— |
| |
|
Outplacement
Assistance |
|
4,000 |
|
4,000 |
|
— |
|
— |
| |
|
TOTAL |
|
2,027,119 |
|
3,343,369 |
|
5,951,790 |
|
3,491,929 |
| |
|
| 82 |
2025 Proxy Statement |
Table of Contents
| Name |
|
Element |
|
Involuntary Termination
without Cause(1)
($) |
|
Termination upon
Change in Control(2)
($) |
|
Termination due to
Death or Disability(3)
($) |
|
Termination due to
Retirement(4)
($) |
| Mr. Navio |
|
Salary |
|
971,394 |
|
971,394 |
|
— |
|
— |
| |
|
Bonus |
|
— |
|
1,706,250 |
|
335,064 |
|
335,064 |
| |
|
Intrinsic Value of
Accelerated Equity |
|
2,404,472 |
|
2,404,472 |
|
9,115,519 |
|
5,063,458 |
| |
|
Health and Wellness
Benefits(5) |
|
32,161 |
|
32,161 |
|
— |
|
— |
| |
|
Outplacement
Assistance |
|
4,000 |
|
4,000 |
|
— |
|
— |
| |
|
TOTAL |
|
3,412,027 |
|
5,118,277 |
|
9,450,583 |
|
5,398,522 |
| Mr. Onell |
|
Salary |
|
860,822 |
|
860,822 |
|
— |
|
— |
| |
|
Bonus |
|
— |
|
1,293,750 |
|
227,424 |
|
227,424 |
| |
|
Intrinsic Value of
Accelerated Equity |
|
1,328,681 |
|
1,328,681 |
|
6,413,746 |
|
3,750,599 |
| |
|
Health and Wellness
Benefits(5) |
|
32,161 |
|
32,161 |
|
— |
|
— |
| |
|
Outplacement
Assistance |
|
4,000 |
|
4,000 |
|
— |
|
— |
| |
|
TOTAL |
|
2,225,664 |
|
3,519,414 |
|
6,641,170 |
|
3,978,023 |
| Ms. La Lande(6) |
|
|
|
— |
|
— |
|
— |
|
— |
| (1) |
As of the last day of our 2024 fiscal year, in the event of a termination by the Company other than for cause (as defined in the Severance Plan, which is described below), our Severance Plan generally provides for vesting (including acceleration of vesting) of outstanding equity awards or eligible equity awards in accordance with the applicable award agreement and plan, 24 months of base salary for the CEO and 18 months of base salary for senior executives, payable in a lump sum as soon as possible after termination, and Company-paid COBRA for U.S.-based employees for the severance period and outplacement services, for senior executives with a signed and not revoked release of claims who comply with any applicable post-employment obligations. |
| |
‒ |
2022 RSUs (including Matching RSUs) vest 66.66%; 2022 PSUs vest 66.66%; 2022 merit PSUs
vest 50%; 2022 merit RSUs vest 50%; 2023 Matching RSUs vest 33.33%; 2023 RSUs vest 25%; 2022 stock options vest 66.66%;
and |
| |
‒ |
2021 merit RSUs, 2021 merit PSUs, 2022 PSUs and merit PSUs, 2023 PSUs and merit PSUs, 2024 RSUs (including Matching RSUs),
and 2024 PSUs are forfeited. |
| |
Amounts reflect the intrinsic value of shares underlying options that would vest, calculated as the difference between $30.68, the closing price of Kraft Heinz common stock on December 27, 2024 (the last trading day of our fiscal year), and the exercise price of the options. |
| (2) |
As of the last day of our 2024 fiscal year, in the event of a qualifying termination during the change in control period (as defined in the CIC Plan), our CIC Plan generally provides for vesting (including acceleration of vesting) of outstanding equity awards in accordance with the applicable award agreement and plan and a payment equal to (i) 1.5 times the sum (for NEOs other than the CEO) and two times the sum (for the CEO) of annual rate of regular pay and target PBP bonus, payable in a lump sum as soon as possible after the change in control, (ii) a pro-rated PBP bonus for the year of termination at target level of achievement, payable at the same time as other performance bonuses are paid, and (iii) Company-paid COBRA for U.S.-based employees for the severance period and outplacement services, for NEOs (including the CEO) with a signed and not revoked release and restrictive covenant agreement. |
| |
‒ |
2022 RSUs (including Matching RSUs) vest 66.66%; 2022 PSUs vest 66.66%; 2022 merit PSUs
vest 50%; 2022 merit RSUs vest 50%; 2023 Matching RSUs vest 33.33%; 2023 RSUs vest 25%; 2022 stock options vest 66.66%;
and |
| |
‒ |
2021 merit RSUs, 2021 merit PSUs, 2022 PSUs and merit PSUs, 2023 PSUs and merit PSUs, 2024 RSUs (including Matching RSUs),
and 2024 PSUs are forfeited. |
| |
Amounts reflect the intrinsic value of shares underlying options that would vest, calculated as the difference between $30.68, the closing price of Kraft Heinz common stock on December 27, 2024 (the last trading day of our fiscal year), and the exercise price of the options. |
| (3) |
As of the last day of our 2024 fiscal year, in the event of a death or disability: |
| |
‒ |
2022, 2023, 2024 RSUs (including Matching RSUs); 2021, 2022 merit RSUs; and 2021, 2022
merit PSUs; 2022, 2023, 2024 PSUS; and 2022 stock options fully vest. |
| |
Amounts reflect the intrinsic value of shares underlying options that would vest, calculated as the difference between $30.68, the closing price of Kraft Heinz common stock on December 27, 2024 (the last trading day of our fiscal year), and the exercise price of the options. |
| (4) |
As of the last day of our 2024 fiscal year, in the event of a termination due to retirement: |
| |
‒ |
2022, 2023 RSUs (including Matching RSUs); 2023 merit RSUs; and 2021, 2022 merit PSUs; 2022, 2023 PSUS; and 2022 stock options fully vest; and |
| |
‒ |
2022 merit RSUs; 2024 PSUs; and 2024 RSUs (including Matching RSUs) are forfeited. |
| |
Amounts reflect the intrinsic value of shares underlying options that would vest, calculated as the difference between $30.68, the closing price of Kraft Heinz common stock on December 27, 2024 (the last trading day of our fiscal year), and the exercise price of the options. |
| (5) |
Amount reflects medical and dental benefit coverage continuation under COBRA, less the executive premium contribution. |
| (6) |
As disclosed in our Current Report on Form 8-K filed on August 5, 2024, Ms. La Lande stepped down as EVP and Chief Legal and Corporate Affairs Officer effective August 2, 2024. In 2024, she received a base salary of $430,769, health and welfare benefits of $14,530, accrued vacation payout of $13,462, and in recognition of her actual performance for 2024 and in consideration for her remaining as an advisor and agreeing to restrictive covenants pursuant to a separation agreement, Ms. La Lande received a pro-rata payment of her annual bonus in the amount of $290,999 under the Company’s Performance Bonus Plan. In addition, matching restricted stock units (“RSUs”) that Ms. La Lande received from participating in the Company’s Bonus Investment Plan and dividend equivalent units accrued on such RSUs, which would otherwise vest three years after grant, vested pro rata at 33% for her 2023 grant and 66% for her 2022 grant in the amount of $718,964. |
| |
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Table of Contents
SEVERANCE PAY PLAN
Effective January 1, 2023, the Board approved
The Kraft Heinz Company Amended & Restated Severance Pay Plan for Salaried Employees (the “Severance Plan”). Under the
Severance Plan, salaried employees, including the CEO and the other NEOs, who experience a qualifying termination will be eligible to
receive severance payments and benefits as follows:
| ● |
Severance pay equal to 24 months of base salary for the CEO and 18 months of base salary for senior
executives, as defined in the plan; |
| ● |
Health and welfare benefits continued for 24 months following the qualifying termination for the CEO and 18 months following
the qualifying termination for senior executives, as defined in the Severance Plan; |
| ● |
Outplacement services to assist covered employees with their transition to new employment; and |
| ● |
Vesting (including acceleration of vesting) of outstanding equity awards in accordance with the terms of the applicable
award agreement and plan. |
In order to receive severance payments
and benefits under the Severance Plan, recipients must agree to a non-revocable release of claims and continued compliance with
restrictive covenants, including non-competition and non-solicitation obligations.
CHANGE IN CONTROL SEVERANCE
PLAN
For more information regarding the CIC
Plan, see above under —Compensation Discussion and Analysis—Other Compensation Policies and Practices—Change in
Control Severance Plan.
EQUITY AWARDS
The Compensation Committee approved the terms of award agreements
for equity awards (options, PSUs, Matching RSUs, and RSUs) granted under the 2020 Omnibus Incentive Plan. For all awards issued
under these agreements, the award recipient’s termination due to death or disability would result in such awards being fully
vested and exercisable, in the case of PSUs to the extent the performance conditions had been satisfied.
| |
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PAY RATIO DISCLOSURE
In accordance with SEC rules, we
disclose the annual total compensation of Mr. Abrams-Rivera, our CEO for our 2024 fiscal year, and our median employee, as well
as the ratio of the annual total compensation of Mr. Abrams-Rivera relative to the annual total compensation of our median employee.
For our 2024 fiscal year:
| |
|
Annual
Total Compensation ($) |
|
Pay
Ratio Estimate |
| CEO |
|
8,999,384 |
|
140:1 |
| Our median employee |
|
64,383 |
|
METHODOLOGY
Under SEC rules, we select a methodology
for identifying our median employee most appropriate based on our size, organizational structure, and compensation plans, policies,
and procedures using our best judgment. As permitted under SEC rules, we determined that there have not been any changes to our
employee population and compensation arrangements from fiscal year 2024 that we believe would result in a significant change to
our pay ratio disclosure. As a result, for 2024, we used the same median employee that was identified for fiscal year 2023.
Our median employee as of December
1, 2023 was a full-time hourly U.S. factory employee. To identify our median employee, we examined 2023 base salaries plus target
incentive bonuses for our employee population, excluding our Chief Executive Officer, as of December 1, 2023. We believe the use
of base salaries plus target incentive bonus for all employees is a consistently applied compensation measure because we do not
widely distribute annual equity awards to employees and because we believe that this measure reasonably reflects the total annual
compensation of our employees. In accordance with SEC rules, we include all full-time, part-time, temporary, and seasonal employees
worldwide. We exclude independent contractors, student interns, and individuals who became employees as the result of acquisitions
for the fiscal year in which the transaction became effective. In 2024, we did not have any employees omitted related to acquisitions.
We calculated annual total compensation
in accordance with the disclosure rules and requirements for our NEOs under the Summary Compensation Table.
As SEC rules allow companies to
adopt a variety of methodologies for identifying a median employee and calculating the pay ratio, to apply certain exclusions,
and to make reasonable estimates and assumptions that reflect their individual employee populations and compensation practices,
the pay ratio reported by other companies, including companies in our compensation peer group, may not be comparable to our pay
ratio.
| |
|
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Table of Contents
PAY VERSUS PERFORMANCE DISCLOSURE
As required by Section 953(a) of
the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following
information about the relationship between executive compensation actually paid (“CAP”) and certain financial performance
of the Company. Unless the context requires otherwise, references to years below mean our fiscal years.
PAY VERSUS PERFORMANCE TABLE
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| | |
Summary | |
| |
Average
SCT | |
| |
Value
of Initial Fixed $100
Investment Based On: | |
| |
|
| Year | |
Compensation
Table (SCT) Total
for CEO(1)
($) | |
Compensation
Actually Paid
(CAP) to CEO(2)
($) | |
Total
for
Non-CEO
NEOs(3)
($) | |
Average
CAP to
Non-CEO
NEOs(4) ($) | |
Total
Shareholder
Return (TSR)(5)
($) | |
Peer
Group
TSR(6)
($) | |
Net
Income(7)
($
in millions) | |
Adjusted
Operating
Income(8)
($ in millions) |
| 2024 | |
8,999,384 | |
4,758,413 | |
4,021,616 | |
3,099,815 | |
122.27 | |
$125.01 | |
2,746 | |
5,360 |
| 2023 | |
11,359,250 | |
8,155,888 | |
6,765,828 | |
5,379,052 | |
140.65 | |
$126.06 | |
2,846 | |
5,297 |
| 2022 | |
7,098,246 | |
11,036,341 | |
5,609,580 | |
9,451,924 | |
148.13 | |
$132.48 | |
2,368 | |
4,989 |
| 2021 | |
8,605,599 | |
6,901,200 | |
6,259,577 | |
7,248,556 | |
123.00 | |
$119.88 | |
1,024 | |
5,268 |
| 2020 | |
6,140,131 | |
13,126,331 | |
9,160,325 | |
15,041,961 | |
117.05 | |
$105.53 | |
361 | |
5,558 |
| (1) |
The dollar amounts reported
are the amounts of Total Compensation reported in the Summary Compensation Table for each corresponding fiscal year. |
| (2) |
The dollar amounts reported represent the amount
of CAP calculated in accordance with SEC rules. The amounts do not reflect the actual amount of compensation earned by, or
paid during, the applicable year. To calculate CAP, the following amounts were deducted from and added to Total Compensation
reflected in the Summary Compensation Table: |
RECONCILIATION
OF SCT TOTAL FOR CEO TO CAP TO CEO:
| |
|
|
|
|
|
|
|
|
|
|
|
| |
CAP to
CEO |
|
2024 |
|
2023 |
|
2022 |
|
2021 |
|
2020 |
| |
Summary Compensation Table (SCT) Total(i) |
|
8,999,384 |
|
11,359,250 |
|
7,098,246 |
|
8,605,599 |
|
6,140,131 |
| |
(Less), value of Stock Awards and Option Awards reported in SCT(ii) |
|
6,533,365 |
|
6,264,792 |
|
2,875,162 |
|
3,743,976 |
|
360,783 |
| |
Plus, year-end fair value of outstanding and unvested equity awards granted in the year(iii) |
|
5,388,537 |
|
6,295,041 |
|
3,026,056 |
|
3,558,241 |
|
484,088 |
| |
Plus, fair value as of vesting date of equity awards granted and vested in the year(iv) |
|
— |
|
— |
|
— |
|
— |
|
— |
| |
Plus (less), year over year change in fair value of outstanding and unvested equity awards granted in prior years(iii) |
|
(3,116,715) |
|
(730,077) |
|
2,843,969 |
|
(4,612,721) |
|
6,862,895 |
| |
Plus (less), change in fair value from the prior year-end through the vesting date of equity awards granted in prior years that vested in the year(iii) |
|
(384,603) |
|
(2,503,534) |
|
1,654,310 |
|
3,094,057 |
|
— |
| |
Less, prior year-end fair value for any equity awards forfeited in the year(iii) |
|
— |
|
— |
|
(711,078) |
|
— |
|
— |
| |
CAP to CEO(a)(b)(c) |
|
4,758,413 |
|
8,155,888 |
|
11,036,341 |
|
6,901,200 |
|
13,126,331 |
| |
(i) |
In
2024 Mr. Abrams-Rivera did not receive a cash bonus other than his PBP payout reflected in Non-Equity Incentive Compensation.
In 2020, 2021, 2022 and 2023, Mr. Patricio did not receive a cash bonus other than his PBP payout reflected in Non-Equity
Incentive Compensation. |
| |
(ii) |
Deductions include
the total grant date fair value of awards as reported in the Summary Compensation Table for each applicable fiscal year. |
| |
(iii) |
Additions include
the aggregate sum of: increase by fair value of awards granted during the applicable year that remain unvested as of the applicable
fiscal year end, determined at the applicable fiscal year end; increase or decrease by change in fair value of outstanding
unvested prior year awards that remain unvested at the applicable fiscal year end as compared to the fair value as of the
prior fiscal year end; increase or decrease by the change in fair value of prior fiscal awards that vested during the applicable
year as of the vesting date as compared to the fair value as of the prior fiscal year end; deduction of fair value of the
prior year awards as of the prior fiscal year end that were forfeited during the applicable year; increase by the amount of
dividends paid on unvested awards during the applicable year prior to the vesting date; increase by incremental fair value
of stock options modified during the applicable year. |
| |
(iv) |
In 2020, 2021, 2022,
2023, and 2024 we did not grant any awards that vested in the same year they were granted. |
| |
(v) |
In 2019, Mr. Patricio
was granted new hire awards of PSUs and RSUs in the aggregate amount of $35 million, conditioned on his investment of $20
million to purchase shares of the Company stock, with a four-year holding requirement. He was not eligible to receive additional
equity awards in 2020, 2021, and 2022, other than matching RSUs that may be granted to Mr. Patricio through his participation
in our Bonus Investment Plan. |
| |
(vi) |
Mr. Patricio was
also granted a new hire award of PSUs based on the achievement of certain Company stock price targets. As of fiscal year-end
2022, the target had not been met. |
| |
(vii) |
In 2023, Mr. Patricio
became eligible to receive equity awards. |
| (3) |
The dollar amounts reported represent
the average of the amounts reported for the Company’s NEOs as a group (excluding our CEO) under Total Compensation column
of the Summary Compensation Table in each applicable year. Our non-CEO NEOs included for purposes of calculating the
average amounts in each applicable year: |
| |
– |
2024: Mr. Maciel, Mr. Lima,
Mr. Navio, Mr. Onell, and Ms. La Lande; |
| |
– |
2023: Mr. Maciel, Mr. Abrams-Rivera, Ms. La
Lande, and Mr. Oliveira; |
| |
– |
2022: Mr. Basilio, Mr. Maciel, Mr. Abrams-Rivera,
Ms. La Lande, and Mr. Oliveira; |
| |
– |
2021: Mr. Basilio, Mr. Abrams-Rivera, Ms. La
Lande, and Mr. Oliveira; and |
| |
– |
2020: Mr. Basilio, Mr. Abrams-Rivera, Mr. Oliveira,
and Flavio Torres. |
| |
|
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| |
Mr. Oliveira’s compensation
was paid in British pounds (£) and Mr. Torres’ compensation was paid in Brazilian real (R$). The amounts used
for the NEO Average SCT Total Compensation for Other NEOs are based on the 12-month average exchange rate for the calendar
year as reported in the Summary Compensation Table for the applicable year. For Mr. Oliveira, the applicable exchange
rates were $1 to £0.80 for 2023, $1 to £0.85 for 2022, $1 to £0.73 for 2021, and $1 to £0.777 for
2020. For Mr. Torres, the applicable exchange rate was $1 to R$5.4 for 2020. |
| (4) |
The dollar amounts reported represent the average
amount of CAP to the NEOs as a group (excluding our CEO), as computed in accordance with SEC rules. The dollar amounts do
not reflect the actual average amount of compensation earned by or paid to the NEOs as a group (excluding our CEO) during
the applicable fiscal year. In accordance with the SEC rules, the following adjustments were made to average total compensation
for the NEOs as a group (excluding our CEO) for each year to determine the CAP, using the same methodology described above
in Note 2. To calculate the CAP, the following amounts were deducted from and added to the Summary Compensation Table total
compensation: |
RECONCILIATION
OF AVERAGE SCT FOR NON-CEO NEOS TO AVERAGE CAP TO NON-CEO NEOS:
| |
|
|
|
|
|
|
|
|
|
|
|
| |
CAP to
Non-CEO NEOs |
|
2024 |
|
2023 |
|
2022 |
|
2021 |
|
2020 |
| |
Summary Compensation Table (SCT) Total(i)(ii) |
|
4,021,616 |
|
6,765,828 |
|
5,609,580 |
|
6,259,577 |
|
9,160,325 |
| |
Less, value of Stock Awards and Option Awards reported in SCT(iii) |
|
1,351,927 |
|
3,057,950 |
|
2,479,584 |
|
1,902,553 |
|
10,181,443 |
| |
Plus, year-end fair value of outstanding and
unvested equity awards granted in the year(iv) |
|
1,867,990 |
|
3,127,635 |
|
2,666,378 |
|
1,616,112 |
|
13,273,785 |
| |
Plus, fair value as of vesting date of equity
awards granted and vested in the year(v) |
|
— |
|
— |
|
— |
|
— |
|
— |
| |
Plus (less), year over year change in fair value
of outstanding and unvested equity awards granted in prior years(iv) |
|
(1,478,651) |
|
(681,776) |
|
3,238,765 |
|
712,113 |
|
2,789,294 |
| |
Plus (less) change in fair value from the prior
year-end through the vesting date of equity awards granted in prior years that vested in the year(iv) |
|
(124,758) |
|
(774,685) |
|
416,784 |
|
619,857 |
|
— |
| |
Less, prior year-end fair value for any equity
awards forfeited in the year(iv) |
|
— |
|
— |
|
— |
|
(56,550) |
|
— |
| |
CAP to Non-CEO NEOs(a)(b)(c) |
|
3,099,815 |
|
5,379,052 |
|
9,451,924 |
|
7,248,556 |
|
15,041,961 |
| |
(i) |
In 2020, the summary compensation
table average is impacted by new hire bonuses and new hire awards. |
| |
(ii) |
In 2021, 2022, and 2023, no non-CEO NEOs received
a cash bonus other than their PBP payout reflected in Non-Equity Incentive Compensation. In 2024, Mr. Navio received the third
and final installment of a cash bonus in connection with his elevation to Business Unit President, U.S. Zone in January 2022. |
| |
(iii) |
Deductions include the total grant date fair
value of awards as reported in the Summary Compensation Table for each applicable year. |
| |
(iv) |
Additions include the aggregate sum of: increase
by fair value of awards granted during the applicable fiscal year that remain unvested as of the applicable fiscal year end,
determined at the applicable fiscal year end; increase or decrease by change in fair value of outstanding unvested prior fiscal
year awards that remain unvested at the applicable fiscal year end as compared to the fair value as of the prior fiscal year
end; increase or decrease by the change in fair value of prior fiscal year awards that vested during the applicable fiscal
year as of the vesting date as compared to the fair value as of the prior fiscal year end; deduction of fair value of the
prior fiscal year awards as of the prior fiscal year end that were forfeited during the applicable fiscal year; increase by
the amount of dividends paid on unvested awards during the applicable fiscal year prior to the vesting date; increase by incremental
fair value of Options modified during the applicable fiscal year. |
| |
(v) |
In 2020, 2021, 2022, 2023 and 2024 we did not
grant any awards that vested in the same year they were granted. |
| |
|
(a) |
For the valuation of stock
options, we used the Hull-White I lattice model, under which vested options are expected to be exercised once the stock-to-strike
ratio has been achieved, based on a settlement assumption that was derived from the grant-date valuation of the options. All
other assumptions were estimated using the same methodology as used to determine the grant date fair value of the options,
as disclosed in our 2024 Annual Report. |
| |
|
(b) |
The estimated fair values of the Company’s
unvested relative TSR PSU awards were valued using a Monte Carlo simulation as of each relevant measurement date for fiscal
years 2021 to 2024. |
| |
|
(c) |
The Non-dividend Protected PSU fair value was
estimated by discounting the fair value of the PSUs based on the dividend yield. Dividend yield was estimated using the quarterly
dividend divided by the three-month average stock price, annualized and continuously compounded. The grant date fair value
of PSUs is amortized to expense on a straight-line basis over the requisite service period for each separately vesting portion
of the awards. We adjust the expense based on the likelihood of future achievement of performance metrics. |
| (5) |
Based on an initial fixed
investment of $100 on December 26, 2020, the last day of our 2020 fiscal year. |
| (6) |
Represents the S&P Consumer Staples Food
and Soft Drink Products, which we consider to be our peer group under Regulation S-K Item 201(e), as presented in our 2024
Annual Report. Based on an initial fixed investment of $100 on December 26, 2020, the last day of our 2020 fiscal year. TSR
is weighted according to each peer company’s stock market capitalization at the beginning of each period for which a
return is indicated. |
| (7) |
The dollar amounts reported represent the amount
of net income reflected in the Company’s financial statements for the applicable year. |
| (8) |
Our Company selected measure changed from PBP
EBITDA to Adjusted Operating Income. This adjustment was made due to the change in our financial multiplier from one metric
to three. PBP EBITDA is no longer a financial metric included in our incentive plans for 2024, therefore we selected Adjusted
Operating Income which translates to our highest weighted PBP financial measure, PBP Adjusted Operating Income. Our 2024 financial
metrics are defined above under —Compensation Discussion and Analysis —2024 Executive Compensation Program—Annual
Cash-Based Performance Bonus Plan (PBP)—Financial Measure. |
| |
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87 |
Table of Contents
LIST OF FINANCIAL PERFORMANCE
MEASURES
The following represent the most
important metrics we used to determine CAP for 2024, as further detailed in the Compensation Discussion and Analysis in
this Proxy Statement:
| ● |
Adjusted Operating Income |
| ● |
PBP Adjusted Operating Income |
| ● |
PBP Organic Net Sales |
| ● |
PBP Free Cash Flow conversion |
| ● |
PBP Adjusted Gross Profit Margin |
| ● |
Market share |
CUMULATIVE TSR
PEER GROUP
The TSR peer group includes S&P
Consumer Staples Good and Soft Drink Products companies, as also disclosed in our 2024 Annual Report. Companies included in the
S&P Consumer Staples Food and Soft Drink Products index change periodically and are presented on the basis of the index as
it is comprised on December 28, 2024. The peer group used for this pay versus performance disclosure differ from the peer groups
we use for compensation and the TSR performance measure in our PSU awards. For additional information on our compensation and
performance peer groups, see above under —Compensation Discussion and Analysis—Compensation Structure and Goals—Year-Round
Executive Compensation-Setting Process—Role of Peer Groups.
TSR COMPARISON
We consider the S&P Consumer
Staples Food and Soft Drink Products our peer group under Regulation S-K Item 201(e), as presented in our 2024 Annual Report.
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COMPENSATION ACTUALLY PAID
CAP VERSUS COMPANY CUMULATIVE
TSR
CAP to our CEO and other NEOs is
aligned with the Company’s TSR. This is due primarily to the Company’s compensation philosophy of meritocracy and
the significance of equity-based compensation in our compensation program, which aligns equity to the Company’s financial
performance.
CAP VERSUS NET INCOME
Net income and the CEO and other
NEOs’ CAP has fluctuated each year. This is due primarily to the fact that we do not use net income to determine compensation
levels or incentive plan payouts.
CAP VERSUS FIVE-YEAR CUMULATIVE
ADJUSTED OPERATING INCOME
The CEO and NEOs’ CAP has
fluctuated each year versus Adjusted Operating Income results primarily due to our philosophy of meritocracy and the fact that
Adjusted Operating Income represents one of the metrics we use to determine incentive plan payouts.
| |
|
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89 |
Table of Contents
AUDIT
MATTERS
PROPOSAL
3 |
|
RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS
Ratify the selection of PricewaterhouseCoopers LLP (“PwC”) as our independent auditors for the fiscal year ending on December 27, 2025.
THE BOARD AND AUDIT COMMITTEE RECOMMEND A VOTE FOR THE RATIFICATION OF THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS KRAFT HEINZ’S INDEPENDENT AUDITORS FOR 2025.
|
The Audit Committee and the Board
are requesting, as a matter of good corporate governance, that stockholders ratify the selection of PwC as our independent auditors
for our fiscal year ended December 27, 2025. PwC has served as our independent auditors since 2015 and served as independent auditors
to Heinz and its predecessors prior to the Kraft Heinz Merger since 1979.
Following its review, the Audit
Committee and the Board believe that the continued retention of PwC to serve as the Company’s independent auditors is in
the best interests of Kraft Heinz and its stockholders for the following reasons:
| Experience
and Effectiveness |
|
Strong
Independence Controls |
| Valuable Expertise and Experience. PwC’s
experience with the Company has given PwC valuable knowledge of our business and operations, accounting policies and practices,
and internal control over financial reporting that has enhanced the audit quality. |
|
Robust Pre-Approval Policies and Limits on
Non-Audit Services. The Audit Committee must pre-approve all audit and non-audit services performed by PwC,
including the types of services to be provided and the estimated fees relating to those services. |
| Audit Effectiveness and Fee Efficiency. PwC’s
knowledge of our business and control framework enables it to design effective audit plans that cover key risk areas while
capturing cost efficiencies in audit scope and internal control testing. |
|
Thorough Audit Committee Oversight. The
Audit Committee believes that its oversight, which includes ongoing engagement with PwC and a comprehensive annual review
process, mitigates any concerns with PwC’s tenure. |
| Maintaining Continuity Avoids Disruption. Bringing
on a new auditor, without reasonable cause, would require extensive education and a significant period of time for the new
auditor to reach a comparable level of knowledge and familiarity with our business and control framework. |
|
PwC’s Strong Internal Independence Procedures
and Regulatory Framework. PwC conducts periodic internal quality reviews of its audit work and rotates lead partners
at least every five years. PwC is also subject to PCAOB inspections, peer reviews, and PCAOB and SEC oversight. |
The Audit Committee has the sole
authority to appoint our independent auditors, and the Audit Committee and the Board are not required to take any action as a
result of the outcome of the vote on this proposal. However, if our stockholders do not ratify the selection, the Audit Committee
may investigate the reasons for our stockholders’ rejection and consider whether to retain PwC or appoint another independent
auditor. Furthermore, even if the selection is ratified, the Audit Committee may appoint a different independent auditor if, in
its discretion, it determines that such a change would be in our and our stockholders’ best interests.
We expect that representatives of
PwC will be present at the Annual Meeting. They will have an opportunity to make a statement if they desire to do so and to respond
to appropriate questions from stockholders. For additional information about our independent auditors, including our pre-approval
policies and PwC’s aggregate fees for 2024 and 2023, see Selection of Independent Auditors, Independent Auditors’
Fees and Services, and Pre-Approval Policy below.
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SELECTION OF INDEPENDENT
AUDITORS
The Audit Committee is responsible
for the appointment, compensation, oversight, retention, and termination of our independent auditors. Pursuant to its charter,
the Audit Committee has authority to approve all audit engagement fees to be paid to the independent auditors. The Audit Committee
selected PwC, a registered public accounting firm, as our independent auditors for 2025.
INDEPENDENT AUDITORS’
FEES AND SERVICES
Aggregate fees for professional
services rendered by our independent auditors, PwC, for fiscal years 2024 and 2023 are set forth in the table below. All fees
include out-of-pocket expenses.
| |
|
Fiscal Year Ended |
| |
|
December 28, 2024 |
|
December 30, 2023 |
| PwC Fees |
|
($ thousands) |
| Audit fees(1) |
|
13,406 |
|
11,619 |
| Audit-related fees(2) |
|
236 |
|
117 |
| Tax fees(3) |
|
2,399 |
|
2,745 |
| All other fees(4) |
|
303 |
|
2 |
| TOTAL |
|
16,344 |
|
14,483 |
| (1) |
Audit fees include
(a) the audit of our consolidated financial statements, including statutory audits of the financial statements of certain
of our affiliates, (b) the reviews of our unaudited condensed consolidated interim financial statements (quarterly financial
statements), and (c) the reimbursement of legal fees related to litigation subpoenas. |
| (2) |
Audit-related fees include professional
services in connection with accounting consultations and procedures related to various other audit and special reports. |
| (3) |
Tax fees include professional services
in connection with tax compliance and advice. |
| (4) |
All other fees consist principally of
cost benchmarking consulting, software license fees related to research and reporting tools, and services to support regulatory
requirements. |
PRE-APPROVAL POLICY
The Audit Committee’s policy
is to pre-approve all audit and non-audit services provided by the independent auditors. These services may include audit services,
audit-related services, tax services, and other permissible non-audit services. The pre-approval authority details the particular
service or category of service that the independent auditors will perform. The Audit Committee’s policy also requires management
to report at Audit Committee meetings throughout the year on the actual fees charged by the independent auditors for each category
of service. The Audit Committee reviews this policy annually.
During the year, circumstances may
arise when it may be necessary to engage the independent auditors for additional services not contemplated in the original pre-approval
authority. In those instances, the Audit Committee approves the services before we engage the independent auditors. If pre-approval
is needed before a scheduled Audit Committee meeting, the Audit Committee delegated pre-approval authority to its Chair. The Chair
must report on such pre-approval decisions at the Committee’s next regular meeting.
During our 2024 fiscal year, the
Audit Committee pre-approved all audit and non-audit services provided by the independent auditors.
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AUDIT COMMITTEE REPORT FOR
THE FISCAL YEAR ENDED DECEMBER 28, 2024
To our Stockholders:
Management has primary responsibility
for Kraft Heinz’s financial statements and the reporting process, including the systems of internal control over financial
reporting. The role of the Audit Committee of the Kraft Heinz Board of Directors is to oversee Kraft Heinz’s accounting
and financial reporting processes and audits of its financial statements. In addition, we assist the Board in its oversight of:
| |
● |
The integrity of Kraft Heinz’s
financial statements and Kraft Heinz’s accounting and financial reporting processes and systems of internal control
over financial reporting and safeguarding the Company’s assets; |
| |
● |
Kraft Heinz’s compliance with applicable
legal and regulatory requirements; |
| |
● |
Kraft Heinz’s independent auditors’
qualifications, independence, and performance; |
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● |
The performance of Kraft Heinz’s internal
auditors and the internal audit function; |
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● |
Kraft Heinz’s financial matters and financial
strategy; and |
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● |
Kraft Heinz’s guidelines and policies with
respect to risk assessment and risk management. |
Our duties include overseeing Kraft
Heinz’s management, the internal audit department, and the independent auditors in their performance of the following functions,
for which they are responsible.
MANAGEMENT
| |
● |
Preparing Kraft Heinz’s
consolidated financial statements in accordance with accounting principles generally accepted in the United States of America
(“GAAP”); |
| |
● |
Establishing and assessing effective financial
reporting systems and internal controls and procedures; and |
| |
● |
Reporting on the effectiveness of Kraft Heinz’s
internal control over financial reporting. |
INTERNAL AUDIT DEPARTMENT
| |
● |
Independently assessing management’s
system of internal controls and procedures; and |
| |
● |
Reporting on the effectiveness of that system. |
INDEPENDENT AUDITORS
| |
● |
Auditing Kraft Heinz’s
financial statements; |
| |
● |
Issuing an opinion about whether the financial
statements conform with GAAP; and |
| |
● |
Auditing the effectiveness of Kraft Heinz’s
internal control over financial reporting. |
Periodically, we meet, both independently
and collectively, with management, the internal auditors, and the independent auditors, among other things, to:
| |
● |
Discuss the quality of Kraft
Heinz’s accounting and financial reporting processes and the adequacy and effectiveness of its internal controls and
procedures; |
| |
● |
Review significant audit findings prepared by
each of the independent auditors and internal audit department, together with management’s responses; and |
| |
● |
Review the overall scope and plans for the current
audits by the internal audit department and the independent auditors. |
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Prior to Kraft Heinz’s filing
of its Annual Report on Form 10-K for the year ended December 28, 2024 with the SEC, we also:
| |
● |
Reviewed and discussed the
audited financial statements with management; |
| |
● |
Discussed with the independent auditors the matters
required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”)
and the SEC; |
| |
● |
Discussed with the independent auditors their
evaluation of the accounting principles, practices, and judgments applied by management; |
| |
● |
Discussed all other items the independent auditors
are required to communicate to the Audit Committee in accordance with applicable requirements of the PCAOB regarding the independent
auditors’ communications with the Audit Committee concerning independence; |
| |
● |
Received from the independent auditors the written
disclosures and the letter required by the PCAOB describing any relationships with Kraft Heinz that may bear on the independent
auditors’ independence; and |
| |
● |
Discussed with the independent auditors their
independence from Kraft Heinz, including reviewing non-audit services and fees to assure compliance with (i) regulations prohibiting
the independent auditors from performing specified services that could impair their independence and (ii) Kraft Heinz’s
and the Audit Committee’s policies. |
Based upon the reports and discussions
described in this report and without other independent verification, and subject to the limitations of our role and responsibilities
outlined in this report and in our written charter, we recommended to the Board, and the Board approved, that the audited consolidated
financial statements be included in Kraft Heinz’s Annual Report on Form 10-K for the year ended December 28, 2024, which
was filed with the SEC on February 13, 2025.
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AUDIT COMMITTEE |
|
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|
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John C. Pope
Chair |
Humberto P.
Alfonso |
John T. Cahill |
Lori Dickerson
Fouché |
Debby Soo |
|
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STOCKHOLDER
PROPOSALS
PROPOSAL
4 |
|
STOCKHOLDER PROPOSAL
— REPORT ON RECYCLABILITY CLAIMS
A stockholder proposal, if properly presented at the
Annual Meeting, requesting the Company issue a report by December 2025 providing the factual basis for legitimacy of all recyclable
claims made on plastic packaging.
THE BOARD
RECOMMENDS A VOTE AGAINST PROPOSAL
4.
|
Janet Dell from The Last Beach Cleanup,
24551 Del Prado, #4201, Dana Point, CA 92629, the beneficial owner of at least $2,000 of Kraft Heinz’s common stock, is the proponent
of the following stockholder proposal and has advised that she intends to present this proposal for consideration at the Annual Meeting.
We are not responsible for the accuracy or content of the proposal or supporting statement, which are presented as received from the
proponent in accordance with SEC rules.
STOCKHOLDER PROPOSAL
WHEREAS: Plastic waste and pollution
are increasingly important environmental, social, and public policy issues.
The United States Securities and Exchange
Commission, California State Attorney General, public and private lawsuits, and media investigations are challenging the legitimacy of
product companies’ recyclable labels and mass balance circular content claims related to plastic packaging. In a lawsuit against
ExxonMobil filed September 2024, the California State Attorney General alleged that the ISCC certification scheme is a false and misleading
marketing scheme. Kraft Heinz is currently employing several types of recyclable labels on plastic packaging that are being legally challenged:
“Store Dropoff,” “Check Locally,” and “Remove Label for Recycling.” Other major brands have stopped
using such labels on their products. Kraft Heinz has promoted ISCC mass balance certificates to give the appearance of circularity for
its plastic packaging.
Store Dropoff: In September 2023, Bloomberg used trackers
to prove that Nature Valley Granola Bars are not being recycled through “store drop off” but are being landfilled, incinerated,
or exported. In May 2023, an ABC News Investigation garnered significant national negative media attention on the failure of store drop
off schemes to recycle plastic bags and argued consumers were misled. The CA Recycling Commission’s 2021 letter stating California’s
existing laws should be enforced and the “recyclable” word and symbol should be removed from plastic bags and films was cited.
Check Locally: 2022 detailed assessments of plastic
recycling by Greenpeace established that most plastic packaging, including packaging employed by Kraft Heinz, has very low acceptance
rates for recycling (0 to 6% of U.S. population). It is deceptive to consumers and harmful to recycling systems to label such unwanted
plastics as recyclable. Check Locally labels are banned by California’s Truth in Labeling Law.
We believe Kraft Heinz should be truthful
with consumers and not incorrectly label products that contribute to plastic contamination in curbside recycling systems and could incur
potential legal liability due to deceptive advertising.
BE IT RESOLVED: In the best interest
of the company, shareholders request the board of directors issue a report by December 2025 including the factual basis for legitimacy
of all recyclability and recycled content claims made on plastic packaging. The report should be prepared at reasonable cost, omitting
confidential information.
SUPPORTING STATEMENT: Proponents
recommend the report be led by independent legal and technical experts who have no financial conflicts caused by working for the plastics
or plastics recycling industry and include an assessment of the reputational, financial, and operational risks associated with continuing
to make deceptive claims on recycled content of plastic products.
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KRAFT HEINZ’S STATEMENT IN OPPOSITION
The Board recommends that stockholders
vote AGAINST this proposal for the reasons explained below.
At Kraft Heinz, a critical part of our
food packaging development process is finding recyclable, compostable, and reusable options for consumers. We’re also committed
to providing consumers with clear information to help increase recycling rates as much as possible. We are also evaluating and will remove
label statements that are not supported by or may be problematic under state laws governing recycling information on product labels.
While we encourage recycling among consumers,
we also recognize and strive to continuously maintain pace with the complex and rapidly evolving recycling landscape. We believe our
current efforts are designed to meet the objectives of the proposal and have a significant impact on improving and reducing our packaging,
while reducing risk for the Company and for the environment.
We have stringent internal measures in place, designed to
help provide that our on-pack claims are not misleading to consumers. Our on-pack recycling labels are reviewed by our Recyclable, Reusable,
and Compostable Committee, which is made up of internal experts from research & development (R&D), legal, and labeling. This
cross-functional committee works to substantiate packaging claims or statements across various dimensions of recyclability, including
relevant laws, collections/access rates, sortation capabilities, end market value, and consumer communication. The committee references
the Federal Trade Commission’s Green Guides and reviews packages against industry protocols, like the Association of Plastic Recyclers
APR Design® Guide to validate technical performance.
We also carefully monitor updates in legislation,
including California’s environmental marketing claims law, and take steps designed to comply with all other laws that are applicable
to our business. We aim to continue to innovate and advance the recyclability landscape at large while aligning with applicable regulatory
requirements. In 2023, we became a founding member of the Circular Action Alliance (CAA), a 501(c)(3) nonprofit Producer Responsibility
Organization (PRO) dedicated to improving recycling by implementing extended producer responsibility laws. CAA has been selected as the
responsible PRO in California and Colorado and is expected to play a critical role in advancing the recycling landscape.
OUR AMBITIOUS SUSTAINABLE
PACKAGING STRATEGY
Our comprehensive approach to packaging
seeks to meet extensive packaging regulations, cut waste, conserve natural resources, ensure food safety and quality, and satisfy consumers
of our beloved brands. Our team of experts collaborates with suppliers and external packaging specialists to design better packaging
that incorporates more recycled and recyclable materials into each design. We partner with a variety of leading organizations and coalitions
to explore technical, end-of-life, and infrastructure solutions. We have also partnered with environmental consultancy group Lorax EPI
to better understand how much of our packaging is recyclable, reusable, and compostable.
Most of our packaging is made from recyclable
materials, including paper, glass, rigid plastic, and metal. However, a portion of our packaging consists of multi-material plastics,
such as film and flexible materials. These formats are essential in food packaging, as they protect our products throughout their shelf
life, maintain quality, prevent food waste, and meet our customer and consumer expectations.
While these materials offer significant
functionality, we recognize that the recycling infrastructure in many countries where we sell our products is not yet advanced enough
to efficiently collect, recycle and convert these materials into viable end products at scale. We are actively working to address these
challenges by collaborating with stakeholders and exploring innovative solutions to improve the recyclability of these materials and
support the development of more advanced recycling systems globally.
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We are strengthening our recyclability
efforts by continually transforming our portfolio through a reduction in total packaging and the introduction of more sustainable packaging.
In 2023, we announced a goal to reduce the use of virgin plastic in our global portfolio by 20% by 2030, equating to over 100 million
pounds. This target involves using less plastic in our packaging, incorporating more recycled content, and exploring alternatives to
plastic, thus directly addressing many of the primary concerns related to flexible plastic packaging. For example, we have already made
significant progress towards this goal with the transition of Kraft Real Mayo, NotMayo, and Miracle Whip to 100% recycled content bottles
and jars in the U.S. in 2024. This transition is expected to eliminate approximately 14 million pounds of virgin plastic and reduce greenhouse
gas emissions of these bottles and jars by 36% to 43%, depending on the size of packaging.
While we are proud of the progress we have
made, we also realize we have significant work remaining to convert the rest of our portfolio to be recyclable, reusable, or compostable.
We are continuing to evaluate our sustainable packaging strategy, next-generation packaging goals, and design principles for innovations
to align with our company strategy and net zero ambitions, and we are investing in external consortiums and initiatives to drive recycling
and composting materials and infrastructure.
WE ARE COLLABORATING
TO HELP CREATE A MORE CIRCULAR ECONOMY
We play a leadership role within various
industry packaging associations aimed at improving key aspects of sustainable packaging and the circular economy around the globe, including:
| ● |
Association of Plastic Recyclers (APR) – APR is an international non-profit organization focused exclusively
on improving recycling for plastics. Kraft Heinz technical experts sit on the Film Technical Committee and PET Technical Committee. |
| ● |
Sustainable Packaging Coalition – The Sustainable Packaging Coalition convenes all sides of the packaging value chain around
the education, collaboration, and action needed to advance a circular packaging economy. Kraft Heinz is an active member across multiple
collaboratives. |
| ● |
The Recycling Partnership – The Recycling Partnership has a mission to build a better recycling system, one that delivers
the economic and environmental benefits our communities and the hundreds of thousands of people who work throughout the recycling
industry deserve. Kraft Heinz is a member and sits on the Film & Flexibles Recycling Coalition Steering Committee. |
| ● |
U.S. Plastics Pact – The U.S. Plastics Pact brings together businesses, nonprofits, trade organizations, government agencies,
and research institutions working to ensure plastics never become waste. Kraft Heinz is a U.S. Pact Activator, member of the Advisory
Council, and participant in multiple working groups. |
A more extensive list of our packaging
industry partnerships is listed in our 2024 ESG Report.
WE ARE INVESTING IN
CONSUMER EDUCATION
We believe in investing in education to
help provide consumers with the information they need to do their part in creating a more sustainable world. We have been a member of
the How2Recycle label program since 2017, using its standardized on-pack recycling guide to inform consumers on packaging recycling.
We believe How2Recycle’s labeling program presents one of the best available recycling standards, as it is based on nationally
harmonized data and provides consistent and transparent on-package disposal instructions for consumers in the U.S. and Canada. Additionally,
we continue to explore alternative solutions to address this dynamic space.
Given our current practices and our ongoing
efforts to improve and reduce plastic packaging, the Board believes the Company is addressing the concerns raised in the proposal and
the requested report would not provide stockholders with any more meaningful information, particularly considering the cost of such report,
and would divert time and resources from our current efforts.
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PROPOSAL
5 |
|
STOCKHOLDER PROPOSAL
— REPORT ON PLASTIC PACKAGING
A
stockholder proposal, if properly presented at the Annual Meeting, requesting the Company issue a report describing how the Company
could address flexible plastic packaging in alignment with the findings of the Pew Charitable Trusts’ study, Breaking
the Plastic Wave, or other authoritative sources, to reduce its contribution to plastic pollution.
THE BOARD
RECOMMENDS A VOTE AGAINST PROPOSAL
5.
|
As You Sow, on behalf of Helen de Freitas
Irrev FBO Roger de Freitas, 2020 Milvia St., Suite 500, Berkeley, CA 94704, the beneficial owner of at least $2,000 of Kraft Heinz’s
common stock, and a co-filer, have submitted and intend to present the following proposal for consideration at the Annual Meeting. We
are not responsible for the accuracy or content of the proposal or supporting statement, which are presented as received from the proponents
in accordance with SEC rules.
STOCKHOLDER PROPOSAL
WHEREAS: Without immediate and sustained
new commitments throughout the plastics value chain, annual flows of plastics into oceans could nearly triple by 2040.1
The growing plastic pollution crisis poses increasing risks
to The Kraft Heinz Company (KHC). Corporations could face an annual financial risk of approximately $100 billion should governments require
them to cover the waste management costs of packaging they produce.2 Governments around the world are increasingly enacting
such policies, including five new state laws that impose fees on corporations for single-use plastic (SUP) packaging.3 The
European Union has banned ten common SUP pollutants and imposed a tax on non-recycled plastic packaging waste.4 A French law
requires 10% of packaging to be reusable by 2027 and Portugal requires 30% reusable packaging by 2030.5 Additionally, consumer
demand for sustainable packaging is increasing.6
Pew Charitable Trusts’ groundbreaking
study, Breaking the Plastic Wave (“Pew Report”), concluded that improved recycling alone is insufficient to address
plastic pollution—instead, recycling must be coupled with reductions in use, materials redesign, and substitution.7
The Pew Report finds that the greatest opportunity to reduce or eliminate plastic lies with flexible packaging, often used for chips,
sweets, and condiments among other uses, and virtually unrecyclable in America. With innovation, redesign, and substitution, 26 million
metric tons of plastic flexible packaging can be avoided globally.8
KHC acknowledges that flexible packaging makes up the majority
of the 13% of its packaging that is unrecyclable but has not committed to action to meet its goal for 100% recyclable packaging by 2025.9
In the absence of immediate action to eliminate flexibles by robustly engaging in research and development of reusable packaging,
KHC is on track to fail to meet its 100% recyclable packaging goal.
The Pew Report finds that reducing plastic use is the most
viable solution from environmental, economic, and social perspectives, yet broad corporate and stakeholder alignment on flexible packaging
solutions is lacking.10 Our Company could avoid regulatory, environmental, and competitive risks by adopting a comprehensive
approach to addressing flexible plastic packaging use at scale.
BE IT RESOLVED: Shareholders request
that the Board issue a report, at reasonable expense and excluding proprietary information, describing how Kraft Heinz could address
flexible plastic packaging in alignment with the findings of the Pew Report, or other authoritative sources, to reduce its contribution
to plastic pollution.
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SUPPORTING STATEMENT: The report
should, at Board discretion:
| ● |
Assess the reputational, financial, and operational risks associated with continuing to use non-recyclable
plastic packaging while plastic pollution grows; |
| ● |
Evaluate actions to achieve fully recyclable packaging including elimination and accelerated research into innovative reusable
substitution; and |
| ● |
Describe opportunities to pre-competitively work with peers to research and develop reusable packaging as an alternative to single-use
packaging. |
| 1 |
https://www.pewtrusts.org/-/media/assets/2020/10/breakingtheplasticwave_mainreport.pdf, p.4 |
| 2 |
https://www.pewtrusts.org/-/media/assets/2020/10/breakingtheplasticwave_mainreport.pdf, p.9 |
| 3 |
https://www.packworld.com/sustainable-packaging/recycling/article/22922253/ameripen-shares-key-lessons-from-early-epr-adopters |
| 4 |
https://environment.ec.europa.eu/topics/plastics/single-use-plastics_en |
| 5 |
https://www.greenpeace.org/international/story/51843/plastics-reuse-and-refill-laws |
| 6 |
https://www.shorr.com/resources/blog/the-2022-sustainable-packaging-consumer-report/ |
| 7 |
https://www.pewtrusts.org/-/media/assets/2020/10/breakingtheplasticwave_mainreport.pdf, p.9 |
| 8 |
https://www.pewtrusts.org/-/media/assets/2020/10/breakingtheplasticwave_mainreport.pdf, p.51;
https://www.pewtrusts.org/-/media/assets/2020/10/breakingtheplasticwave_mainreport.pdf, p.51 |
| 9 |
https://www.kraftheinzcompany.com/esg/pdf/KraftHeinz-2023-ESG-Report.pdf, p.52 |
| 10 |
https://www.pewtrusts.org/-/media/assets/2020/10/breakingtheplasticwave_mainreport.pdf, p.10; https://emf.thirdlight.com/link/pqm3hmtgpwtn-dwj3yc, p.22 |
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KRAFT HEINZ’S
STATEMENT IN OPPOSITION
The Board recommends that stockholders
vote AGAINST this proposal for the reasons explained below.
COMPREHENSIVE APPROACH
TO SUSTAINABLE PACKAGING
At Kraft Heinz, we are deeply committed
to environmental stewardship, including efforts to reduce our operational footprint and have a positive impact on the environment. We
acknowledge the environmental concerns associated with flexible plastic packaging and are actively engaged in initiatives to mitigate
these impacts.
Our comprehensive approach includes:
| ● |
Setting reduction goals: In 2023, we announced a goal to reduce the use of virgin plastic in our global portfolio
by 20% by 2030, over 100 million pounds. This goal involves using less plastic in our packaging, incorporating more recycled content,
and exploring alternatives to plastic, thus directly addressing concerns related to flexible plastic packaging. As described in more
detail below, we have already made significant progress towards this goal with the transition of Kraft Real Mayo, NotMayo, and Miracle
Whip to 100% recycled content of our bottles and jars in the U.S. in 2024. This transition is expected to eliminate approximately
14 million pounds of virgin plastic and reduce greenhouse gas emissions of these bottles and jars by 36% to 43%, depending on the
size of packaging. |
| ● |
Research and development: We invest in the development of recyclable, compostable, and reusable packing solutions. Our ongoing
efforts include designing packaging that aligns with industry guidelines, such as those from Association of Plastic Recyclers (APR)
and Circular Economy for Flexible Packaging (CEFLEX). As of the end of 2023, 87% of our global packaging portfolio was recyclable,
reusable, or compostable. |
Further to our packaging priorities, we
are investing in the recycling infrastructure needed for films and flexible packaging. While most of our packaging is made from recyclable
materials, including paper, glass, rigid plastic, and metal, a portion of our packaging consists of multi-material plastics, such as
film and flexible materials. These formats are essential in food packaging, as they protect our products throughout their shelf life,
maintain quality, prevent food waste, and meet our customer and consumer expectations.
While these materials offer significant
functionality, we recognize that the recycling infrastructure in many countries where we sell our products is not yet advanced enough
to efficiently collect, recycle and convert these materials into viable end products at scale. We are actively working to address these
challenges by collaborating with stakeholders and exploring innovative solutions to improve the recyclability of these materials and
support the development of more advanced recycling systems.
DESIGNING FOR FUTURE
RECYCLABILITY
Our strategy for driving improvement in
this space focuses on two key pillars: Design and Infrastructure. We are confident that for materials to be recycled at scale, they must
be purposefully designed to integrate with the infrastructure that collects, sorts, and converts them into new raw materials.
As part of our commitment to sustainability,
we are designing our packaging to meet or exceed existing and future industry standards. For instance, we are working to make our film
and flexible portfolio ‘Designed for the Future of Recycling’ (DFR), aligning with global guidelines such as APR and CEFLEX.
We have adopted five of the Consumer Goods Forum’s Golden Design Rules, including Design Rule #6, which focuses especially on flexible
plastic packaging. To promote accountability, we began separately reporting in 2024 on our flexible plastic packaging that is designed
for the future of recycling in full alignment with the key design rule.
In addition, we are heavily investing in
and partnering with a broad range of organizations to enhance and develop the critical recycling and composting infrastructure necessary
for DFR.
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ADVANCEMENT IN RECYCLABLE
AND COMPOSTABLE PACKAGING
Further, we are actively exploring alternative
materials to plastic in support of our goal to reduce the use of virgin plastic across our portfolio by 20% by 2030 (announced in 2023).
We are taking three key actions to drive this ambition: (1) reducing the use of virgin plastic in our packaging, (2) increasing the use
of recycled content, and (3) exploring alternatives to plastic.
This builds on our work with U.S., Canada,
and U.K. Plastic Pacts to increase recycled content in our packaging as we aim to replace 15% of our U.S. PET rigid plastic packing portfolio
with post-consumer recycled content by the end of 2025.
Below are examples of our recent initiatives:
| ● |
Shake N’ Bake: We removed the plastic ’shaker’ bag from the signature packaging to eliminate
900,000 pounds of plastic waste annually. |
| ● |
Crystal Light: We transitioned our multi-serve Crystal Light packaging from plastic containers to paperboard. The new paperboard
packaging is widely recyclable and is anticipated to reduce plastic use by approximately 3 million pounds each year. |
| ● |
Heinz Beans and Soup: The plastic overwrap on multipack has been converted from film to carton resulting in 500 pounds of plastic
saved annually. |
| ● |
Kraft Real Mayo, NotMayo, and Miracle Whip: As detailed above, we launched Kraft Real Mayo, NotMayo, Miracle Whip in the U.S.
with 100% recycled content in our bottles and jars in select sizes, expecting to eliminate 14 million pounds of virgin plastic and
reduce carbon emissions. |
| ● |
Heinz Sauces: The entire Heinz sauce portfolio packaging in the European Union has included 30% rPET, eliminating 11 million
pounds of virgin plastic on an annual basis. Additionally, we have removed disruptive additives and components from the bottle and
cap to increase the quality of recycled content available for food packaging. |
We continue to explore ways to reduce single
use plastic by implementing reusable systems, while maintaining the convenience of our products, such as our Heinz Ketchup and sauce
dispensing systems.
While we have less control over the recycling
infrastructure in the communities where we sell our products, we realize its importance and that it is an industry wide challenge that
we must all do our part to address. We have been an active member of The Recycling Partnership’s (TRP) Film and Flexibles Recycling
Coalition since 2020, where we play a key role on the steering committee. This coalition provides grant funding to communities across
North America to enhance the collection, sorting, and end-market development for film and flexible packaging. Additionally, Kraft Heinz
is a supporting partner of the Composting Consortium, an industry collaboration led by the Center for the Circular Economy at Closed
Loop Partners (CLP), laying the groundwork for a more robust, resilient composting system that can keep organics and compostable packaging
in circulation.
In addition to investments through groups
like TRP and CLP, we have been proponents of well-designed Extended Producer Responsibility (EPR) programs that provide funding to build
the infrastructure needed to recycle a variety of materials after use.
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COLLABORATIVE EFFORTS
TO ENHANCE RECYCLING
In 2023, we became a founding member of
the CAA, a 501(c)(3) nonprofit Producer Responsibility Organization (PRO) approved to implement EPR laws for paper and packaging in California
and Colorado.
We view our ongoing effort as a natural
continuation of the work we have been doing in this space. Our local teams are working diligently to enable us to meet and refine recyclability
and recycled content goals in line with the regulatory requirements.
Finally, as endorsers of the Business Coalition
for a Global Plastic Treaty, Kraft Heinz strongly supports the development and implementation of a treaty to address the plastic pollution
crisis in a globally coordinated manner. We see the treaty as a critical policy mechanism to accelerate progress in three key areas:
reducing plastic production and use through a circular economy approach, increasing the circulation of necessary plastics, and preventing
and remediating the leakage of hard-to-abate micro- and macro-plastic leakage into the environment.
Given our current efforts, our Board believes
that the adoption of the stockholder proposal would divert management’s time and Kraft Heinz resources without providing meaningful
benefit to the Company or our stockholder.
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PROPOSAL
6 |
|
STOCKHOLDER PROPOSAL
— ADOPT POLICY ON INDEPENDENT BOARD CHAIR
A stockholder proposal, if properly presented at the Annual Meeting, requesting the Board to adopt a policy, and amend the Company’s By-Laws as necessary, to require the Board Chair position be held by an independent director.
THE BOARD
RECOMMENDS A VOTE AGAINST PROPOSAL
6.
|
The Accountability Board, Inc., 401 Edgewater
Place, #600, Wakefield, MA 01880, the beneficial owner of at least $15,000 of Kraft Heinz stock, has submitted and intends to present
the following proposal for consideration at the Annual Meeting. We are not responsible for the accuracy or content of the proposal or
supporting statement, which are presented as received from the proponent in accordance with SEC rules.
STOCKHOLDER PROPOSAL
Dear fellow shareholders,
We believe well-defined and stable Board
leadership is fundamental to strong governance. Thus, it’s highly concerning that Kraft Heinz’s (KHC) practices and policies
with respect to Board leadership—especially director independence—keep shifting.
Here’s the background:
The “Key Corporate Governance Practices”
sections of KHC’s 2016 through 2020 proxy statements touted that “we have adopted a number of corporate governance practices
to promote and enhance the Board’s independent leadership, accountability, and oversight” including that “we have an
independent Chairman” and that “no member of our management serves on the Board.”
But in the 2021 proxy statement, the provision
about management not serving on the Board disappeared, and the company’s CEO, Miguel Patricio, became a director that year.
At least, however, KHC still had an independent
Chair. In fact, a new “Corporate Governance Strengths” section in the 2021 proxy statement listed that as a “strength.”
But in the 2022 proxy statement, that too was
gone, with Mr. Patricio set to become both CEO and Board Chair following the annual meeting. And the next year, its 2023 proxy
statement emphasized that, “We have a combined Chair and Chief Executive Officer” as a key practice.
[Emphasis added.]
That didn’t last long either though:
in a quick reversal, KHC’s 2024 proxy statement touted its “refreshed” Board, noting “the Board decided to separate
the CEO and Chair.”
Although the Board can’t seem to make
up its mind, we believe KHC was right all those years it said having an independent Chair enhances “independent leadership,
accountability, and oversight” and is a “governance strength.” And after all its recent flip-flopping,
we think a policy to require one should be adopted.
KHC is clear that it only believes the
CEO and Chair should be separate “at this time.” And while the Board may favor the ability to change its mind (without adequate
explanation) year after year, we believe the best corporate governance structure results from stability and a firewall of independence
between the Board and management.
Plus, with the roles currently separated,
now may be a particularly opportune time to adopt a policy.
This would bring greater stability to the
Board leadership structure and ensure oversight of the company continues being led by someone free from the insurmountable conflict of
overseeing oneself.
As Institutional Shareholder Services (ISS)
says: “The chair of the board should ideally be an independent director, to help provide appropriate counterbalance to executive
management.”
RESOLVED: Shareholders ask the Board
to adopt a policy, and amend the bylaws as necessary, to require the Board Chair position be held by an independent director. The policy
may provide that (i) if a Chair ceases to be independent, the Board shall replace the Chair with a new, independent, Chair; (ii) compliance
with this policy is waived if no independent director is available and willing to serve as Chair; and (iii) that the policy shall apply
prospectively so as not to violate any legal obligation existing at its adoption.
Thank you.
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KRAFT HEINZ’S
STATEMENT IN OPPOSITION
The Board recommends that stockholders
vote AGAINST this proposal for the reasons explained below.
THE BOARD’S ROLE
IN EVALUATING GOVERNANCE AND STRUCTURE
Our Board has a fiduciary duty to act in
the best interests of the Company and its stockholders. This includes determining the Board leadership structure that best serves those
interests. The Board has not adopted a formal policy regarding the need to separate or combine the roles of Chair of the Board and CEO.
The Board believes that its decision on leadership structure should be based on the composition of the Board and the needs and opportunities
of Kraft Heinz over time. Imposing a rigid, one-size-fits-all approach to Board leadership would hamper the Board’s ability to
effectively promote the Company’s and stockholder’s interests and long-term goals. Additionally, this proposal seeks to permanently
have an independent director as the Chair, limiting the Board’s flexibility to decide who is the best suited director to serve
as Chair. The Board believes this approach is unnecessarily restrictive and would not serve the Company’s and stockholders’
interests over time.
Under our Corporate Governance Guidelines, the Board conducts
an annual evaluation of its structure, considering the best interests of the Company and its stockholders. This evaluation includes factors
such as the Company’s current circumstances, the tenure and skill sets of individual directors, and other relevant factors. At
least annually, the Board appoints a Chair, Vice Chair, Board Committee members, and Committee Chairs. In the event that the Chair is
not an independent director, or if the Board otherwise deems it beneficial to help ensure robust independent leadership of the Board,
the Board selects an independent Lead Director with substantive duties and responsibilities. For example, as discussed above under Governance—Board
Structure and Operations—Board Leadership Structure, in 2022, following the retirement of our then Chair, the Board combined the
roles of Chair and CEO and appointed Mr. Patricio to the role, effective May 2022. Then, in 2023, in connection with the transition of
our CEO from Mr. Patricio to Mr. Abrams-Rivera, the Board separated the roles of Chair and CEO, with Mr. Patricio continuing as non-executive
Chair. Each of these changes in our Board leadership structure followed a thorough review by the Board, after considering a range of
factors, and removing this flexibility would restrict the Board’s ability to adapt to circumstances and select a leadership structure
that it believes to be in the best interests of the Company and its stockholders at the time. Furthermore, we believe this is in line
with market practice, as the 2024 Spencer Stuart Board Index provides that only 39% of S&P 500 companies have a chair who meets the
independence rules of the applicable stock exchange.1 Additionally, according to a 2023 survey published by The Conference
Board, 76% of S&P companies provide that the board of directors has the flexibility to determine its leadership structure on a case-by-case
basis and do not require the chair to be an independent director.2
OUR STRONG LEAD INDEPENDENT
DIRECTOR PROVIDES AN EFFECTIVE BALANCE AND CONTRIBUTES TO ROBUST GOVERNANCE
Our independent directors have elected John C. Pope as the current Lead Director of the Board. In appointing Mr. Pope as Lead Director, the independent directors took into
consideration Mr. Pope’s experience and knowledge, integrity, and time commitment to the Board. Mr. Pope has served as a Kraft
Heinz director since July 2015 and served as a director of our predecessor companies from 2001 to 2015. With Kraft Heinz, Mr. Pope has
served on the Audit, Compensation, and Governance Committees. During his tenure, he has developed an expansive knowledge of Kraft Heinz
through significant strategic advances, transformational, operational and organizational changes, and an evolving external environment.
| |
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| 2025 Proxy Statement |
103 |
Table of Contents
The independent Lead Director’s duties
and responsibilities are formalized in our Corporate Governance Guidelines and promote strong management oversight and accountability.
The duties and responsibilities of the Lead Director include:
| ● |
Presiding at all meetings of the Board at which the Chair is not present, including executive sessions of
the independent directors;. |
| ● |
Having the authority to call meetings of (i) the independent directors and (ii) directors unaffiliated with Berkshire Hathaway
Inc.; |
| ● |
Reviewing and approving Board agendas, meeting schedules, and other information sent to the Board; |
| ● |
Serving as a Board representative for consultation and communication with our stockholders, as appropriate; |
| ● |
Participating in CEO succession planning; |
| ● |
Monitoring and evaluating, along with the Compensation Committee and the other independent directors, the performance of the
CEO; and |
| ● |
Performing such other duties as the Board or independent directors may from time-to-time request. |
OUR CORPORATE GOVERNANCE
PRACTICES ARE CONSISTENT WITH BEST PRACTICES AND PROMOTE EFFECTIVE OVERSIGHT
Our corporate governance practices reinforce
the Board’s alignment with, and accountability to, stockholders and promote effective Board oversight of management. In addition
to the independent oversight and leadership provided by our Lead Director, our Board and the Company maintain strong corporate governance
practices, including:
| ● |
At each regularly scheduled Board meeting, our directors meet without our CEO or any
other members of management present to discuss issues important to Kraft Heinz, including any matters regarding management. |
| ● |
The Governance Committee develops and oversees an annual evaluation process for the Board and all
Committees of the Board. |
| ● |
Our stockholders vote to elect all directors annually and our By-Laws provide that in uncontested
elections director nominees must be elected by a majority of the votes cast. |
| ● |
We have three standing Board Committees, which consist solely of, and are chaired by, independent
directors. |
| ● |
Our stockholders have access to strong stockholder rights, including the right to call a special
meeting of stockholders and the right to take stockholder action by written consent. |
| ● |
We reach out to our largest stockholders for engagement in the fall, in advance of our annual review of governance best practices,
and in the spring, in advance of our Annual Meeting. In addition, we engage with investors and other stakeholders on an ongoing basis
regarding various matters, including ESG. |
In summary, our Board should retain the
flexibility to select the leadership structure that is best suited to meet the needs of the Company and its stockholders at any given
time. Adopting a rigid policy as requested by this proposal would impair the Board’s ability to structure its leadership in the
manner it believes most effectively serves Company and stockholders’ interests. The proposal is unnecessary due to our strong governance
practices, including our robust and independent Lead Director role.
| 1 |
2024 U.S. Spencer Stuart Board Index (2024) p. 41, available at https://www.spencerstuart.com/research-and-insight/us-board-index |
| 2 |
Board Leadership and Structure: Spotlight on Flexibility and Transparency (Nov. 21, 2023) p. 4, available
at https://www.conference-board.org/publications/board-leadership-and-structure-spotlight-on-flexibility-and-transparency |
| |
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Table of Contents
OTHER
INFORMATION
INFORMATION
REGARDING THE ANNUAL MEETING
| 1 |
WHEN AND WHERE IS THE ANNUAL
MEETING? |
 |
|
 |
|
 |
| WHEN |
|
WHERE |
|
ONLINE
ACCESS |
Thursday, May
8, 2025
11:00 a.m. Eastern Time |
|
Live via webcast
at
www.virtualshareholdermeeting.com/KHC2025 |
|
Online access
will open
15 minutes prior to the start of the
Annual Meeting |
| 2 |
WHO IS ENTITLED TO VOTE AT
THE ANNUAL MEETING? |
The Board established March 10, 2025 as the record
date for the Annual Meeting (the “Record Date”). Stockholders holding shares of our common stock at the close of business
on the Record Date are entitled to:
| ● |
receive Notice |
| ● |
attend the Annual Meeting |
| ● |
vote on all matters that properly come before the Annual Meeting |
As of the close of business on the Record Date,
there were 1,193,398,368 shares of our common stock outstanding and entitled to vote. Each share is entitled to one vote on each
matter to be voted upon at the Annual Meeting.
| 3 |
WHAT ARE THE PROPOSALS TO
BE VOTED ON AT THE ANNUAL MEETING, AND HOW DOES THE BOARD RECOMMEND I VOTE? |
| Proposal |
|
Board
Recommendation |
|
More
Information |
|
| |
1 |
|
Election of Directors |
|
 |
FOR all
nominees |
|
Page 19 |
|
| |
2 |
|
Advisory Vote to Approve Executive
Compensation |
|
|
FOR |
|
Page 49 |
|
| |
3 |
|
Ratification
of the Selection of PricewaterhouseCoopers LLP as Our
Independent Auditors for 2025 |
|
|
FOR |
|
Page 90 |
|
| |
4 |
|
Stockholder Proposal – Report
on Recyclability Claims |
|
 |
AGAINST |
|
Page 94 |
|
| |
5 |
|
Stockholder Proposal – Report
on Plastic Packaging |
|
|
AGAINST |
|
Page 97 |
|
| |
6 |
|
Stockholder Proposal – Adopt
a Policy on Independent Board Chair |
|
|
AGAINST |
|
Page 102 |
|
| |
|
| 2025 Proxy Statement |
105 |
Table of Contents
| 4 |
HOW DO I VOTE MY SHARES? |
Your vote is important. Even
if you plan to attend the live webcast of the Annual Meeting, we encourage you to vote as soon as possible using one of the following
methods. Make sure to have your Notice, proxy card, or voting instruction form available and follow the instructions. For additional
information on the difference between registered holders and beneficial holders, see Question 6.
| |
|
 |
|
 |
|
 |
|
 |
| |
|
Internet |
|
Telephone |
|
Mail |
|
During
the Virtual Meeting |
| |
|
|
|
|
|
|
|
|
| |
|
11:59 p.m.
Eastern
Time on
May 7, 2025 |
|
11:59 p.m.
Eastern
Time on
May 7, 2025 |
|
|
|
Before the polls
close at the Annual Meeting on
Thursday,
May 8, 2025 |
| Registered Holders |
|
www.proxyvote.com |
|
Within the United States and Canada,
1-800-690-6903
(toll-free) |
|
Return a properly executed proxy
card received before the polls close at the Annual Meeting on Thursday, May 8, 2025 |
|
Attend the Annual Meeting at www.virtualshareholdermeeting.com/KHC2025
as provided in Question 17, and follow the instructions provided during the Annual Meeting |
| Beneficial Holders
(holders in street name)* |
|
www.proxyvote.com |
|
Within the United States and Canada,
1-800-454-8683
(toll-free) |
|
Return a properly executed voting
instruction form by mail, depending upon the method(s) your broker, bank, or other nominee makes available |
|
Attend the Annual Meeting at www.virtualshareholdermeeting.com/KHC2025
as provided in Question 17, and follow the instructions provided during the Annual Meeting |
| * |
The availability of Internet and telephone
voting may depend on the voting procedures of the organization that holds your shares. |
FREQUENTLY ASKED QUESTIONS ABOUT
THE ANNUAL MEETING AND VOTING
| 5 |
WHY AM I RECEIVING THESE PROXY
MATERIALS? |
You have received the proxy materials
because, as of the Record Date, you directly held, and had the right to vote, shares of Kraft Heinz common stock. In
connection with our Board’s solicitation of proxies to be voted at the Annual Meeting, we are providing stockholders
entitled to vote at the Annual Meeting with this Proxy Statement, our 2024 Annual Report, and a voting ballot (in the form of
a proxy card, voting instruction form, or a unique control number that allows you to vote via the Internet or by phone). We
refer to these materials collectively as the “proxy materials.” The proxy materials provide important information
about Kraft Heinz and describe the voting procedures and the matters to be voted on at the Annual Meeting.
| |
IMPORTANT
NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 8, 2025 |
|
The Proxy Statement and 2024
Annual Report are available at ir.kraftheinzcompany.com/ financials/annual-reports |
| |
|
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2025 Proxy Statement |
Table of Contents
| 6 |
WHAT IS THE DIFFERENCE BETWEEN
REGISTERED HOLDERS AND BENEFICIAL HOLDERS? |
To attend, vote electronically, and submit questions
during the meeting, visit the website referenced above and enter the control number included on your Notice, proxy card, or the
instructions that accompany your proxy materials. To locate your control number:
VOTING INFORMATION
| Registered holder |
|
the control number included on your Notice or proxy card |
| Beneficial holder
whose Notice or voting instruction form indicates that you may vote those shares at www.proxyvote.com |
|
the control number included on your
Notice or instruction form |
| Other beneficial holder |
|
contact your bank, broker, or other nominee (ideally no less than
five days before the Annual Meeting) to obtain a legal proxy |
| |
|
How
You Hold Your Shares |
|
How
You Receive
the Proxy Materials |
|
How
Your Vote Works |
| Registered Holders |
|
Shares held directly with our transfer agent,
Equiniti Trust Company, LLC. |
|
From Broadridge Financial Solutions, Inc. |
|
Instructs the proxies how to vote your shares. |
| Beneficial Holders (holders
in street name) |
|
Shares held indirectly through an account
with an institutional or nominee holder of our stock such as a broker or bank who is the record holder of the stock. |
|
From your broker, bank, or other nominee. |
|
Instructs your nominee how to vote your
shares, and that nominee in turn instructs the proxies how to vote your shares.
If you hold your shares in an employee benefit
plan, see Question 7. |
| 7 |
I AM A CURRENT OR FORMER KRAFT
OR KRAFT HEINZ EMPLOYEE AND HAVE INVESTMENTS IN CERTAIN RETIREMENT PLAN ACCOUNTS RELATED TO KRAFT OR KRAFT HEINZ. CAN I VOTE?
IF SO, HOW DO I VOTE? |
If you are a current or former Kraft or Kraft Heinz
employee and have investments in the Kraft Heinz Stock Fund(s) of the Kraft Heinz Savings/Kraft Heinz Union Savings Plans and/or
the Kraft Heinz Canada ULC Retirement Savings Plan or you are a participant in the Philip Morris International Deferred Profit-Sharing
Plan or the Molson Coors LLC Employees’ Retirement & Savings Plan, you are entitled to vote. Your vote directs the plan(s)
trustee(s) how to vote the shares allocated to your account(s). Your proxy card, or control number for voting electronically,
includes all shares allocated to these account(s).
In order to direct the trustee(s) how to vote the
shares held in your account(s), you must vote these plan shares (whether by Internet, telephone, or mailed proxy card) by 11:59 p.m.
Eastern Time on May 5, 2025. If your voting instructions or proxy card are not received by that time, the trustee(s) will
vote the shares allocated to your account(s) in the same proportion as the respective plan shares for which voting instructions
have been timely received, unless contrary to the Employee Retirement Income Security Act of 1974 (ERISA). Please follow the instructions
for registered holders described in Question 4 to cast your vote. Note, however, that although you may listen to the Annual Meeting
via the live webcast, you may not vote any shares you hold in these retirement plan account(s) during the Annual Meeting.
| 8 |
HOW IS KRAFT HEINZ DISTRIBUTING
PROXY MATERIALS? |
We are furnishing proxy materials to our stockholders
primarily via “Notice and Access” delivery. On or about March 28, 2025, we mailed to our stockholders (other than
those who previously requested email or paper delivery) a Notice containing instructions on how to access the proxy materials
via the Internet.
If you receive a Notice by mail, you will not receive
a printed copy of the proxy materials. Instead, the Notice instructs you on how to access the proxy materials and vote via a secure
website. If you received a Notice by mail and would like to receive paper copies of our proxy materials in the mail on a one-time
or ongoing basis, free of charge, you may follow the instructions in the Notice for making this request. On or about March
28, 2025, we also emailed and mailed printed copies of our proxy materials to those of our stockholders who previously requested
email and paper delivery, respectively.
| |
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| 2025 Proxy Statement |
107 |
Table of Contents
| HELP
SUPPORT OUR SUSTAINABILITY EFFORTS — CHOOSE ELECTRONIC DELIVERY |
| |
| We encourage our stockholders to elect to receive
future proxy statements, annual reports, and other materials online to help support our sustainability efforts.
Electronic delivery limits paper waste and reduces our overall impact on the environment. |
| |
|
| Registered Holders |
Beneficial Holders |
| |
|
| By Internet — www.proxyvote.com |
Contact your bank, broker, or other nominee |
| By Phone — 1-800-579-1639 |
|
| By Email — sendmaterial@proxyvote.com |
|
| Send a blank email with your control number in the subject line |
|
| 9 |
WHAT IS THE QUORUM REQUIREMENT? |
A quorum will be present if a majority of the outstanding
shares of our common stock entitled to vote as of the Record Date is represented at the Annual Meeting, either in person or by
proxy. Shares of common stock represented in person or by proxy, including abstentions and broker non-votes, will be counted as
present for purposes of establishing a quorum. As of the close of business on the Record Date, there were 1,193,398,368 shares
of our common stock outstanding and entitled to vote.
| 10 |
WHAT VOTE IS NEEDED TO APPROVE
EACH OF THE PROPOSALS? |
| Proposal |
|
Vote
Requirement* |
|
Abstentions |
|
Broker
Non-Votes+ |
| |
1 |
Election of Directors |
|
Majority♦ |
|
No
effect |
|
No
effect |
| |
2 |
Advisory Vote to Approve Executive
Compensation |
|
Majority |
|
No effect |
|
No effect |
| |
3 |
Ratification of the Selection of
PricewaterhouseCoopers LLP as Our Independent Auditors for 2025 |
|
Majority |
|
No effect |
|
None |
| |
4 |
Stockholder Proposal – Report
on Recyclability Claims |
|
Majority |
|
No effect |
|
No effect |
| |
5 |
Stockholder Proposal – Report
on Plastic Packaging |
|
Majority |
|
No effect |
|
No effect |
| |
6 |
Stockholder Proposal – Adopt
a Policy on Independent Board Chair |
|
Majority |
|
No effect |
|
No effect |
| * |
Of votes cast by stockholders entitled to vote
thereon who are present in person or represented by proxy at the Annual Meeting. |
| + |
Broker Non-Votes. As described in Question 6, if
you are a beneficial holder (hold your shares in street name), your vote instructs your broker, bank, or other nominee, as
the holder of record, how to vote your shares. If you do not provide voting instructions to your broker, bank, or other nominee,
your nominee will have discretion to vote your shares on routine matters; however, your shares will not be voted on the other
(non-routine) matters on the Annual Meeting agenda, resulting in “broker non-votes” with respect to those other
(non-routine) matters. Proposal 3. Ratification of the Selection of PricewaterhouseCoopers LLP as our Independent Auditors
for 2025 is expected to be the only item on the agenda for the Annual Meeting that is considered routine. These shares will
be counted for purposes of establishing a quorum at the Annual Meeting. Whether a proposal is considered routine or non-routine
is subject to stock exchange rules and final determination by the stock exchange. Even with respect to routine matters, some
brokers are choosing not to exercise discretionary voting authority. As a result, we urge you to direct your broker, bank,
or other nominee how to vote your shares on all proposals to ensure that your vote is counted. |
| ♦ |
Director Elections. Our By-Laws provide that, to be elected
at this Annual Meeting, a director nominee must receive more votes FOR than votes AGAINST. Abstentions and broker non-votes
are not considered as votes FOR or votes AGAINST the nominees and will have no effect on the election of directors. |
In an uncontested election, our Corporate Governance
Guidelines provide if an incumbent director nominated for re-election receives a greater number of votes AGAINST election than
votes FOR election, the director must tender their resignation offer to the Governance Committee for its consideration. The Governance
Committee then recommends to the Board whether to accept the resignation offer. The director will continue to serve until the
Board decides whether to accept the resignation offer but will not participate in the Governance Committee’s recommendation
or the Board’s action regarding whether to accept the resignation offer. The Board will publicly disclose its decision and
rationale within 90 days after certification of the election results.
In contested elections, the voting standard is
a plurality of votes cast.
If any director nominee becomes unable or unwilling
to serve as a director between the date of this Proxy Statement and the Annual Meeting, which we do not anticipate, the Board
may designate a new nominee, and the persons named as proxy holders may vote for the substitute nominee. Alternatively, the Board
may reduce the size of the Board.
| |
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2025 Proxy Statement |
Table of Contents
| 11 |
MAY I CHANGE OR REVOKE MY VOTE? |
| Registered Holders |
|
Any subsequent vote you cast will replace your
earlier vote. This applies whether you vote by Internet, telephone, mailing a proxy card, or voting electronically during
the Annual Meeting. |
|
Alternatively, you may revoke your proxy
by submitting a written revocation to:
The Kraft Heinz Company
Attention: Corporate Secretary
200 East Randolph Street
Suite 7600
Chicago, Illinois 60601
|
| Beneficial Holders (holders in street name) |
|
You must
contact your broker, bank, or other nominee for specific instructions on how to change or revoke your vote. |
| 12 |
WHO BEARS THE COST OF SOLICITING
VOTES FOR THE ANNUAL MEETING? |
This solicitation is made by the Board on behalf
of Kraft Heinz. Kraft Heinz bears the cost of soliciting your vote. Our directors, officers, or employees may solicit proxies
or votes in person, by telephone, or by electronic communication. They will not receive any additional compensation for these
solicitation activities. We have hired Sodali & Co, 333 Ludlow Street, 5th Floor, South Tower, Stamford, Connecticut 06902,
to distribute and solicit proxies. We will pay Sodali & Co a fee of $17,500, plus reasonable expenses, for these services.
We may also enlist the help of banks, brokers, and other nominee holders in soliciting proxies for the Annual Meeting from their
customers (i.e., beneficial holders) and reimburse those firms for related out-of-pocket expenses.
| 13 |
WHAT IS “HOUSEHOLDING”? |
Unless you advised otherwise, if you are a beneficial
holder and other residents at your mailing address share the same last name and also own shares of Kraft Heinz common stock in
an account at the same broker, bank, or other nominee, your nominee delivered a single Notice or set of proxy materials to your
address. This method of delivery is known as householding. Householding reduces the number of mailings you receive, saves on printing
and postage costs, and helps the environment. Stockholders who participate in householding continue to receive separate voting
instruction cards and control numbers for voting electronically.
If you wish to receive a separate copy of the Notice
or proxy materials, now or in the future, you should submit a request as follows and the materials will be delivered promptly:
| |
|
|
|
|
|
|
| |
|
Broadridge Financial Solutions, Inc.
Householding Department
51
Mercedes Way
Edgewood, New York 11717
|
|
|
1-866-540-7095 |
|
| |
|
|
|
|
|
|
Beneficial holders sharing an address who are receiving
multiple copies of the proxy materials and wish to receive a single copy of these materials in the future should contact their
broker, bank, or other nominee to make this request.
| 14 |
ARE MY VOTES CONFIDENTIAL? |
Yes. Your votes will not be disclosed to our directors,
officers, or employees, except:
| ● |
as necessary to meet applicable
legal requirements and to assert or defend claims for or against us; |
| ● |
in the case of a contested proxy
solicitation; |
| ● |
if you provide a comment with your proxy
or otherwise communicate your vote to us outside of the normal procedures; or |
| ● |
as necessary to allow the
inspector of election to certify the results. |
Broadridge Financial Solutions, Inc. will receive
and tabulate the proxies, and a representative of Broadridge Financial Solutions, Inc. will act as the inspector of election and
certify the results.
| |
|
| 2025 Proxy Statement |
109 |
Table of Contents
| 16 |
HOW DO I FIND OUT THE VOTING
RESULTS? |
We will disclose the final voting results in a
Current Report on Form 8-K to be filed with the SEC on or before May 14, 2025. It will be available on our website at ir.kraftheinzcompany.com/financials/sec-filings
and on the SEC’s website at www.sec.gov.
| 17 |
HOW CAN I ATTEND THE ANNUAL
MEETING? |
 |
|
To Attend the Annual Meeting |
|
●
Visit the meeting login
page at www.virtualshareholdermeeting.com/KHC2025.
●
Enter
the control number included on your Notice, proxy card, or voting instruction form, or otherwise provide provided by your
bank, broker, or other nominee as described below.
Registered Holders: Use the control
number included on the Notice or proxy card.
Beneficial Holders (hold your shares
in street name):
‒
If
your Notice or voting instruction form indicates that you may vote your shares at www.proxyvote.com,
you will use the control number indicated on
your Notice or instruction form.
‒
Otherwise,
you should contact your bank, broker, or other nominee (ideally no less than five days before the Annual Meeting) to obtain
a legal proxy.
If you have any questions about your control
number or how to obtain one, please contact your bank, broker, or other nominee.
Online access will open 15 minutes prior
to the start of the Annual Meeting.
You may vote during the Annual Meeting by following the instructions available on
the meeting website during the meeting.
|
 |
|
To Listen to the Annual Meeting (without a control number or
legal proxy) |
|
● Visit
www.virtualshareholdermeeting.com/KHC2025
and register as a guest. You will not be able
to vote or ask questions during the Annual Meeting. |
 |
|
For Help with Difficulties Accessing the Annual Meeting |
|
● Call
1-844-986-0822 (United States) or 1-303-562-9302 (International) for assistance. The technical support phone lines will be
available beginning approximately 15 minutes before the Annual Meeting. |
| 18 |
HOW CAN I SUBMIT QUESTIONS? |
 |
|
During the Annual Meeting |
|
●
Visit
www.virtualshareholdermeeting.com/KHC2025.
● Enter
the control number included on your Notice, proxy card, or voting instruction form, or
otherwise provided by your bank, broker, or other nominee (as described in Question 17).
● Type
your question into the “Ask a Question” field and click “Submit.” |
Only stockholders with a valid control number
will be allowed to ask questions. We will try to answer as many stockholder questions as time permits. We reserve the right to
edit profanity or other inappropriate language and to exclude questions regarding topics that are not pertinent to Annual Meeting
matters or Company business. If we receive substantially similar questions, we may group such questions together and provide a
single response to avoid repetition.
| |
|
| 110 |
2025 Proxy Statement |
Table of Contents
STOCKHOLDER PROPOSALS
We presently anticipate that the 2026 Annual Meeting
of Stockholders will be held on or about May 14, 2026.
Stockholder
Proposals |
|
Description |
|
Deadline
Date and time by which Kraft Heinz must receive written notice of the
nomination or proposal |
|
Additional
Requirements |
| To include a proposal in our 2026 Proxy Statement |
|
Under SEC Rule 14a-8, a stockholder may submit a proposal for possible inclusion in the
proxy statement for our 2026 Annual Meeting of Stockholders by delivering written notice to Kraft Heinz at the address below |
|
By the close of business on November 28, 2025 |
|
The information required by Rule 14a-8 |
| To nominate a candidate for election as a director
or submit a proposal for consideration at our 2026 Annual Meeting of Stockholders |
|
Under our By-Laws, a stockholder may nominate a candidate
for election as a director or propose business for consideration at our 2026 Annual Meeting of Stockholders by delivering written
notice to Kraft Heinz at the address below |
|
Between the close of business on December 9, 2025 and
the close of business on January 8, 2026 We generally must receive written notice no later than 120 days, and no earlier than 150
days, before the first anniversary of the preceding year’s annual meeting. If we change the date of an annual meeting by more
than 30 days before or more than 60 days after the date of the previous year’s annual meeting, then we must receive this written
notice no later than 120 days, and no earlier than 150 days, before the date of that annual meeting or, if the first public announcement
of the date of an annual meeting is less than 120 days prior to the date of such annual meeting, then we must receive this written
notice no later than the 10th day following the day on which public announcement of the date of such annual meeting is first made
by us. |
|
The information required by our By-Laws, Article II,
Section 6(c) and Rule 14a-19 (for nominees to be included on our proxy card) |
| MAIL TO: |
| |
|
The
Kraft Heinz Company |
| |
Attention: Corporate Secretary |
| |
200 East Randolph Street |
| |
Suite 7600 |
| |
|
Chicago, Illinois 60601 |
Our By-Laws are available on our website as provided
under Governance—Other Governance Policies and Practices—Governance Documents —Corporate Governance Materials
Available on Our Website. You may also obtain a copy of our By-Laws from our Corporate Secretary by written request to the
above address.
OTHER MATTERS
We do not know of any matters, other than those
described in this Proxy Statement, that may be presented for action at the Annual Meeting. If any other matters properly come
before the Annual Meeting, your proxy gives authority to the persons designated as proxies to vote in accordance with their best
judgment. The Chair of the Annual Meeting may refuse to allow the presentation of a proposal or a nomination for the Board at
the Annual Meeting if it is not properly submitted.
| |
|
| 2025 Proxy Statement |
111 |
Table of Contents
APPENDIX A. NON-GAAP
FINANCIAL MEASURES
We report our financial results in accordance with
accounting principles generally accepted in the United States of America (“GAAP”). In addition, management uses certain
non-GAAP financial measures to assist in comparing the Company’s performance on a consistent basis for purposes of business
decision making by removing the impact of certain items that management believes do not directly reflect the Company’s underlying
operations.
The non-GAAP financial measures provided in this
Proxy Statement should be viewed in addition to, and not as an alternative for, results prepared in accordance with GAAP. The
non-GAAP financial measures presented may differ from similarly titled non-GAAP financial measures presented by other companies,
and other companies may not define these non-GAAP financial measures in the same way. These measures are not substitutes for their
comparable GAAP financial measures.
The following information for Organic Net Sales,
Adjusted Operating Income, Adjusted Net Income, Adjusted EPS, Free Cash Flow, Free Cash Flow Conversion, and Net Leverage is
provided to reconcile these non-GAAP financial measures, which are disclosed in this Proxy Statement, to their most comparable
GAAP measures. The Company believes:
| ● |
Organic Net Sales, Adjusted Operating
Income, Adjusted Net Income, and Adjusted EPS provide important comparability of underlying operating results,
allowing investors and management to assess the Company’s operating performance on a consistent basis; and |
| ● |
Free Cash Flow, Free Cash Flow Conversion, and Net
Leverage provide measures of the Company’s core operating performance, the cash-generating capabilities of the Company’s
business operations, and are factors used in determining the Company’s borrowing capacity and the amount of cash available
for debt repayments, dividends, acquisitions, share repurchases, and other corporate purposes. |
Management believes that presenting the Company’s
non-GAAP financial measures is useful to investors because it (i) provides investors with meaningful supplemental information
regarding financial performance by excluding certain items, (ii) permits investors to view performance using the same tools that
management uses to budget, make operating and strategic decisions, and evaluate historical performance, and (iii) otherwise provides
supplemental information that may be useful to investors in evaluating the Company’s results. The Company believes that
the presentation of these non-GAAP financial measures, when considered together with the corresponding GAAP financial measures
and the reconciliations to those measures, provides investors with additional understanding of the factors and trends affecting
the Company’s business than could be obtained absent these disclosures.
ORGANIC NET SALES
Organic Net Sales is defined as net sales excluding,
when they occur, the impact of currency, acquisitions and divestitures, and a 53rd week of shipments. The Company calculates the
impact of currency on net sales by holding exchange rates constant at the previous year’s exchange rate, with the exception
of highly inflationary subsidiaries, for which the Company calculates the previous year’s results using the current year’s
exchange rate.
Reconciliation of Net
Sales to Organic Net Sales for the Year Ended
(dollars in millions)
(Unaudited) |
| |
Net Sales |
|
Currency |
|
Acquisitions
and
Divestitures |
|
Organic
Net Sales |
| December 28, 2024 |
$25,846 |
|
$(115) |
|
$12 |
|
$25,949 |
| December 30, 2023 |
$26,640 |
|
$77 |
|
$67 |
|
$26,496 |
| Year-over-year change |
(3.0%) |
|
|
|
|
|
(2.1%) |
| |
|
| 112 |
2025 Proxy Statement |
Table of Contents
ADJUSTED OPERATING INCOME
Adjusted Operating Income is defined as operating
income/(loss) excluding, when they occur, the impacts of restructuring activities, deal costs, unrealized gains/(losses) on commodity
hedges (the unrealized gains and losses are recorded in general corporate expenses until realized; once realized, the gains and
losses are recorded in the applicable segment’s operating results), impairment losses, and certain non-ordinary course legal
and regulatory matters.
Reconciliation of Operating
Income/(Loss) to Adjusted Operating Income
(dollars in millions)
(Unaudited) |
| For
the Year Ended
|
| |
December
28, 2024 |
December
30, 2023 |
December
31, 2022 |
December
25, 2021 |
December
26, 2020 |
| Operating
income/(loss) |
1,683 |
4,572 |
3,634 |
3,460 |
2,128 |
| Restructuring activities |
27 |
60 |
74 |
84 |
15 |
| Deal costs |
— |
— |
9 |
11 |
8 |
| Unrealized losses/(gains) on commodity
hedges |
(19) |
1 |
63 |
17 |
(6) |
| Impairment losses |
3,669 |
662 |
999 |
1,634 |
3,413 |
| Certain non-ordinary course legal and
regulatory matters |
— |
2 |
210 |
62 |
— |
| Adjusted
Operating Income |
$5,360 |
$5,297 |
$4,989 |
$5,268 |
$5,558 |
| |
|
| 2025 Proxy Statement |
113 |
Table of Contents
ADJUSTED EPS/ADJUSTED NET INCOME
Adjusted EPS and Adjusted Net Income/(Loss) are
defined as gross profit, net income/(loss), and diluted earnings per share, respectively, excluding, when they occur, the impacts
of restructuring activities, deal costs, unrealized losses/(gains) on commodity hedges, impairment losses, certain non-ordinary
course legal and regulatory matters, losses/(gains) on the sale of a business, other losses/(gains) related to acquisitions and
divestitures (e.g., tax and hedging impacts), nonmonetary currency devaluation (e.g., remeasurement gains and losses), debt prepayment
and extinguishment (benefit)/costs, and certain significant discrete income tax items, and including when they occur, adjustments
to reflect preferred stock dividend payments on an accrual basis.
Reconciliation of GAAP Results
to Non-GAAP Results
(dollars in millions)
(Unaudited) |
| For
the Year Ended |
| December 28, 2024 |
| | |
Gross
profit | |
Selling,
general and
administrative
expenses | |
Operating
income/
(loss) | |
Interest
expense | |
Other
expense/
(income) | |
Income/
(loss)
before
income
taxes | |
Provision
for/
(benefit
from)
income
taxes | |
Net
income/
(loss) | |
Net
income/
(loss)
attributable
to
noncontrolling
interest | |
Net income/
(loss)
attributable
to common
shareholders | |
Diluted
EPS |
| GAAP Results | |
$ 8,968 | |
$ 7,285 | |
$ 1,683 | |
$ 912 | |
$ (85) | |
$ 856 | |
$ (1,890) | |
$ 2,746 | |
$ 2 | |
$ 2,744 | |
$ 2.26 |
| Items Affecting Comparability | |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
|
| Restructuring activities | |
8 | |
(19) | |
27 | |
— | |
7 | |
20 | |
2 | |
18 | |
— | |
18 | |
0.01 |
| Unrealized losses/(gains) on commodity hedges | |
(19) | |
— | |
(19) | |
— | |
— | |
(19) | |
(4) | |
(15) | |
— | |
(15) | |
(0.01) |
| Impairment losses | |
— | |
(3,669) | |
3,669 | |
— | |
— | |
3,669 | |
533 | |
3,136 | |
— | |
3,136 | |
2.58 |
| Losses/(gains) on sale of business | |
— | |
— | |
— | |
— | |
(81) | |
81 | |
21 | |
60 | |
— | |
60 | |
0.05 |
| Nonmonetary currency devaluation | |
— | |
— | |
— | |
— | |
(16) | |
16 | |
— | |
16 | |
— | |
16 | |
0.01 |
| Certain significant discrete income tax items | |
— | |
— | |
— | |
— | |
— | |
— | |
2,239 | |
(2,239) | |
— | |
(2,239) | |
(1.84) |
| Adjusted Non-GAAP Results | |
$8,957 | |
| |
$5,360 | |
| |
| |
| |
| |
$3,722 | |
| |
| |
$3.06 |
| |
|
| 114 |
2025 Proxy Statement |
Table of Contents
FREE CASH FLOW/FREE CASH FLOW
CONVERSION
Free Cash Flow is defined as net cash provided
by/(used for) operating activities less capital expenditures. Free Cash Flow Conversion is defined as Free Cash Flow divided by
Adjusted Net Income/(Loss). The use of these non-GAAP measure does not imply or represent the residual cash flow for discretionary
expenditures since the Company has certain non-discretionary obligations such as debt service that are not deducted from the measure.
Reconciliation of Net
Cash Provided By/(Used for) Operating Activities to Free Cash Flow for the Year Ended
(in millions)
(Unaudited) |
| |
December
28,
2024 |
December 30,
2023 |
|
| Net Cash Provided by/(used for) Operating Activities |
$4,184 |
$3,976 |
|
| Capital expenditures |
(1,024) |
(1,013) |
|
| |
|
|
|
| Free Cash Flow |
$3,160 |
$2,963 |
|
| |
|
|
|
| Adjusted Net Income/(Loss) |
$3,722 |
$3,676 |
|
| Free Cash Flow Conversion |
85% |
81% |
|
| |
|
| 2025 Proxy Statement |
115 |
Table of Contents
NET LEVERAGE
Net Leverage is defined as debt less cash, cash
equivalents and short-term investments divided by Adjusted EBITDA. Adjusted EBITDA is defined as net income/(loss) from continuing
operations before interest expense, other expense/(income), provision for/(benefit from) income taxes, and depreciation and amortization
(excluding restructuring activities); in addition to these adjustments, the Company excludes, when they occur, the impacts of
divestiture-related license income, restructuring activities, deal costs, unrealized losses/(gains) on commodity hedges, impairment
losses, certain non-ordinary course legal and regulatory matters, and equity award compensation expense (excluding restructuring
activities).
Reconciliation of Net
Income/(Loss) to Adjusted EBITDA for the 12 Months Ended
December 28, 2024
(in millions)
(Unaudited) |
| Net income/(loss) |
$ 2,746 |
| Interest expense |
912 |
| Other expense/(income) |
(85) |
| Provision for/(benefit from) income taxes |
(1,890) |
| Operating income/(loss) |
1,683 |
| Depreciation and amortization (excluding restructuring activities) |
948 |
| Divestiture-related license income |
(54) |
| Restructuring activities |
27 |
| Unrealized losses/(gains) on commodity hedges |
(19) |
| Impairment losses |
3,669 |
| Equity award compensation expense |
109 |
| Adjusted EBITDA |
$ 6,363 |
| |
|
| Current portion of long-term debt |
654 |
| Long-term debt |
19,215 |
| Less: Cash and cash equivalents |
(1,334) |
| |
$ 18,535 |
| |
|
| Net Leverage |
2.9 |
| |
|
| 116 |
2025 Proxy Statement |
Table of Contents
Table of Contents
THE KRAFT HEINZ COMPANY
200 EAST RANDOLPH ST.
SUITE 7600
CHICAGO, IL 60601
 |
|
SCAN TO
VIEW MATERIALS & VOTE |
|
 |
VOTE
BY INTERNET
Before The Meeting - Go to www.proxyvote.com or scan the QR Barcode above
Use the Internet to transmit your voting instructions and for electronic delivery of information. Vote by 11:59 p.m.
Eastern Time on May 7, 2025 (other than participants in Kraft Heinz retirement plan accounts). Have your proxy
card in hand and follow the instructions to obtain your records and create an electronic voting instruction form.
During The Annual Meeting - Go to www.virtualshareholdermeeting.com/KHC2025
You may attend and vote during the Annual Meeting via the Internet. Have your proxy card in hand and follow
the instructions.
VOTE
BY PHONE - 1-800-690-6903
Use any touch-tone telephone to transmit your voting instructions. Vote by 11:59 p.m. Eastern Time on
May 7, 2025 (other than participants in Kraft Heinz retirement plan accounts). Have your proxy card in
hand when you call and follow the instructions.
VOTE
BY MAIL
Mark, sign, and date your proxy card and return it in the postage-paid envelope we have provided or to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.
KRAFT HEINZ RETIREMENT PLAN ACCOUNTS
All votes by participants in the Kraft Heinz Stock Fund(s) of the Kraft Heinz Savings/Kraft Heinz Union Savings Plans and/or the Kraft Heinz Canada ULC Retirement Savings Plan, or the Philip Morris International Deferred Profit-Sharing Plan or the MillerCoors LLC Employees’ Retirement & Savings Plan must be submitted by Internet, phone, or mail and received by 11:59 p.m. Eastern Time on May 5, 2025.
| TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: |
|
| V65317-P22094-Z89021 |
KEEP THIS PORTION FOR YOUR RECORDS |
|
| DETACH AND RETURN THIS PORTION ONLY |
| THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. |
THE KRAFT HEINZ COMPANY
| Company Proposals |
| The Board of Directors recommends a vote FOR each of the director nominees listed
in Proposal 1. |
| |
|
|
|
|
|
| 1. |
Election of Directors: |
For |
Against |
Abstain |
|
| |
|
|
|
|
|
|
| 1a. |
Carlos Abrams-Rivera |
☐ |
☐ |
☐ |
|
|
|
| |
|
| |
|
| 1b. |
Humberto P. Alfonso |
☐ |
☐ |
☐ |
|
|
|
| |
|
| |
|
| 1c. |
John T. Cahill |
☐ |
☐ |
☐ |
|
|
|
| |
|
| |
|
| 1d. |
Lori Dickerson Fouché |
☐ |
☐ |
☐ |
|
|
|
| |
|
| |
|
| 1e. |
Diane Gherson |
☐ |
☐ |
☐ |
|
|
|
| |
|
| |
|
| 1f. |
Timothy Kenesey |
☐ |
☐ |
☐ |
|
|
|
| |
|
| |
|
| 1g. |
Alicia Knapp |
☐ |
☐ |
☐ |
|
|
|
| |
|
| |
|
| 1h. |
Elio Leoni Sceti |
☐ |
☐ |
☐ |
|
|
|
| |
|
| |
|
| 1i. |
James Park |
☐ |
☐ |
☐ |
|
|
|
| |
|
| |
|
| 1j. |
Miguel Patricio |
☐ |
☐ |
☐ |
|
|
|
| |
|
| |
|
| 1k. |
John C. Pope |
☐ |
☐ |
☐ |
|
| | |
|
|
|
|
|
| | 1l. |
Debby Soo |
☐ |
☐ |
☐ |
|
| |
|
|
|
|
|
| |
| |
| The Board of Directors recommends a vote FOR Proposals
2 and 3. |
For |
Against |
Abstain |
| |
|
|
|
|
| 2. |
Advisory vote to approve executive compensation. |
☐ |
☐ |
☐ |
| |
| 3. |
Ratification of the selection of PricewaterhouseCoopers LLP
as our independent auditors for 2025. |
☐ |
☐ |
☐ |
| |
| Stockholder Proposals |
| |
| The Board of Directors recommends a vote AGAINST Proposals 4-6. |
For |
Against |
Abstain |
| |
| 4. |
Stockholder Proposal – Report on recyclability claims, if
properly presented. |
☐ |
☐ |
☐ |
| |
|
|
|
|
| 5. |
Stockholder Proposal – Report on plastic packaging, if
properly presented. |
☐ |
☐ |
☐ |
| |
|
|
|
|
| 6. |
Stockholder Proposal – Adopt policy on independent
board chair, if properly presented. |
☐ |
☐ |
☐ |
| |
|
|
|
|
| The proxies are authorized to vote, in their discretion, on any other matters that may come
before the Annual Meeting or any adjournment or postponement thereof. |
| |
|
|
|
|
| Support our sustainability efforts by signing up for electronic
delivery of future proxy materials at www.proxyvote.com. |
| |
| |
| Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint
owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. |
|
| |
|
|
|
|
|
| |
|
|
|
|
|
|
| Signature [PLEASE SIGN WITHIN BOX] |
Date |
| Signature (Joint Owners) |
Date |
|
Table of Contents
THE KRAFT HEINZ COMPANY
ANNUAL MEETING OF STOCKHOLDERS
Thursday,
May 8, 2025
11:00 a.m. Eastern Time
www.virtualshareholdermeeting.com/KHC2025
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of
Stockholders to be Held on May 8,
2025:
The Notice
of Annual Meeting, 2025 Proxy Statement, and 2024 Annual Report are available at
ir.kraftheinzcompany.com/proxy.
THE KRAFT HEINZ COMPANY
Annual Meeting of Stockholders
May 8, 2025 11:00 a.m. Eastern Time
This proxy is solicited by the Board of Directors
This proxy is solicited by the Board of Directors for use at the Annual Meeting of Stockholders on May 8, 2025 (the “Annual Meeting”).
The shares of stock held in your account or in a dividend reinvestment account will be voted as you specify on the reverse side.
This proxy, when properly signed, will be voted in the manner specified in this proxy card. However, if this proxy is signed but no choice is specified, this proxy will be voted FOR each of the director nominees listed in Proposal 1; FOR Proposals 2 and 3; and AGAINST Proposals 4, 5, and 6.
By signing this proxy, you revoke all prior proxies and appoint Heidi Miller and Anna Oliveira and each of them, with full power of substitution, to vote the shares on the matters shown on the reverse side of this card and any other matters that may come before the Annual Meeting or any adjournment or postponement thereof. Furthermore, this proxy will be voted in the discretion of the proxies upon such other business or matters as may properly come before the Annual Meeting or any adjournment or postponement thereof (including, if applicable, on any matter that the Board of Directors did not know would be presented at the Annual Meeting by a reasonable time before this proxy solicitation was made or for the election of a person to the Board of Directors if any nominee named in Proposal 1 becomes unable to serve or for good cause will not serve). In addition, if you are a current or former Kraft or Kraft Heinz employee and have investments in the Kraft Heinz Stock Fund(s)
of the Kraft Heinz Savings/Kraft Heinz Union Savings Plans and/or the Kraft Heinz Canada ULC Retirement Savings Plan, or you are a participant in the Philip Morris International Deferred Profit-Sharing Plan or the Molson Coors LLC Employees Retirement & Savings Plan, your vote directs the plan(s) trustee(s) how to vote the shares allocated to your account(s). If your voting instructions are not received by 11:59 p.m. Eastern Time
on May 5, 2025, the trustee(s) will vote the shares allocated to your account(s) in the same proportion as the respective plan shares for which voting instructions have been timely received, unless contrary to the Employee Retirement Income Security Act of 1974 (ERISA).
Continued and to be signed on reverse side
