| (2) | The amounts shown in this column represent the full grant date fair value of the deferred stock awards granted in 2023, excluding any retainer fees deferred in exchange for shares, as computed in accordance with Financial Accounting Standards Board Accounting Standards Codification (“ASC”) Topic 718 based on the closing price of Kraft Heinz shares on the grant date ($43.12 on May 6, 2021). None of our non-management directors held any outstanding option or unvested stock awards as of the last day of our 2021 fiscal year.
(3)
During our 2021 fiscal year, Mr. Zoghbi also received compensation for his role as Advisor to Kraft Heinz’s Chief Executive Officer, an employee position. For additional information, see Corporate Governance and Board Matters—Related Person Transactions—Compensation Arrangement beginning on page 29.
The Kraft Heinz Company 2022 Proxy Statement|45
| | | | Beneficial Ownership of Kraft Heinz Stockcommon stock on the grant date ($40.84 on May 4, 2023). The following table summarizes the stock options held by current and former directors as of December 31, 2023: |
| Name | | Grant Date | | Number of Securities
Underlying Unexercised
Options Exercisable
(#) | | Number of Securities
Underlying Unexercised
Options Unexercisable
(#) | | Option
Exercise
Price
($) | | Option
Expiration
Date | | John T. Cahill | | 8/16/2019 | | 500,000 | | — | | 25.41 | | 8/16/2029 | | | | 2/26/2015 | | 176,423(a) | | — | | 52.70 | | 2/26/2025 | | | | 2/27/2014 | | 43,191(a) | | — | | 45.59 | | 2/27/2024 |
| (a) | Granted as an employee award during his prior employment with Kraft Foods Group, Inc., one of our predecessor companies. |
| (3) | Mr. Alfonso was elected to the Board effective May 4, 2023. |
| | 2024 Proxy Statement  | | | | | | | | | | | 54 |
BENEFICIAL OWNERSHIP OF STOCKDIRECTORS AND OFFICERSThe following table shows the number of shares of our common stock beneficially owned as of March 7, 20224, 2024 by each current director, director nominee, and NEO, of the Company, as well as the number of shares beneficially owned by all of our current directors and executive officers as a group. There were 1,224,894,1421,215,638,048 shares of our common stock issued and outstanding as of March 7, 2022.4, 2024. Unless otherwise indicated, each of the named individuals has, to Kraft Heinz’s knowledge, sole voting and investment power with respect to the shares shown. | | Name of Beneficial Owner | | | Shares
Owned | | | Shares
Acquirable
within
60 Days(1) | | | Deferred
Stock(2) | | | Total | | | Percentage
of Common
Stock | | | | Current Directors | | | | Gregory E. Abel | | | | | — | | | | | | 22,166 | | | | | | 47,378 | | | | | | 69,544 | | | | | | * | | | | | Alexandre Behring | | | | | 0 | | | | | | 44,333 | | | | | | 47,348 | | | | | | 91,681 | | | | | | * | | | | | John T. Cahill | | | | | 148,321 | | | | | | 633,017 | | | | | | 30,345 | | | | | | 811,683 | | | | | | * | | | | | João M. Castro-Neves | | | | | — | | | | | | — | | | | | | 19,091 | | | | | | 19,091 | | | | | | * | | | | | Lori Dickerson Fouché | | | | | — | | | | | | — | | | | | | 2,993 | | | | | | 2,993 | | | | | | * | | | | | Timothy Kenesey | | | | | — | | | | | | — | | | | | | 12,458 | | | | | | 12,458 | | | | | | * | | | | | Elio Leoni Sceti(3) | | | | | 90,000 | | | | | | — | | | | | | 10,061 | | | | | | 100,061 | | | | | | * | | | | | Susan Mulder | | | | | — | | | | | | — | | | | | | 7,688 | | | | | | 7,688 | | | | | | * | | | | | Miguel Patricio | | | | | 1,230,077 | | | | | | — | | | | | | — | | | | | | 1,230,077 | | | | | | * | | | | | John C. Pope | | | | | 10,098 | | | | | | — | | | | | | 33,560 | | | | | | 43,658 | | | | | | * | | | | | Alexandre Van Damme(4) | | | | | 14,105,315 | | | | | | — | | | | | | 26,076 | | | | | | 14,131,391 | | | | | | 1.2 | | | | | Director Nominees | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Alicia Knapp | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | James Park(5) | | | | | 596 | | | | | | — | | | | | | — | | | | | | 596 | | | | | | * | | | | | Named Executive Officers (NEOs) | | | | Miguel Patricio | | | see above | | | | Paulo Basilio | | | | | 8,796 | | | | | | 176,058 | | | | | | — | | | | | | 185,034 | | | | | | * | | | | | Carlos Abrams-Rivera | | | | | 131,608 | | | | | | — | | | | | | — | | | | | | 131,608 | | | | | | * | | | | | Rashida La Lande | | | | | 13,057 | | | | | | — | | | | | | — | | | | | | 13,057 | | | | | | * | | | | | Rafael Oliveira | | | | | 142,583 | | | | | | 191,280 | | | | | | — | | | | | | 333,863 | | | | | | * | | | | | Current directors and executive officers(6) as of March 7, 2022 as a group (21 persons) | | | | | 16,012,801 | | | | | | 1,145,298 | | | | | | 236,998 | | | | | | 17,395,097 | | | | | | 1.4 | | |
| Name of Beneficial Owner | | Shares Owned | | Shares Acquirable
within 60 Days(1) | | Deferred
Stock(2) | | Total | | Percentage of
Common Stock | | Current Directors | | | | | | | | | | | | Gregory E. Abel | | 7,886 | | — | | 63,480 | | 71,366 | | * | | Carlos Abrams-Rivera | | 358,240 | | 87,576 | | — | | 445,816 | | * | | Humberto P. Alfonso | | — | | — | | 3,166 | | 3,166 | | * | | John T. Cahill | | 152,178(3) | | 719,614 | | 38,672 | | 910,464 | | * | | Lori Dickerson Fouché | | — | | — | | 11,356 | | 11,356 | | * | | Diane Gherson | | — | | — | | 3,166 | | 3,166 | | * | | Timothy Kenesey | | — | | — | | 25,742 | | 25,742 | | * | | Alicia Knapp | | — | | — | | 6,292 | | 6,292 | | * | | Elio Leoni Sceti | | 90,000(4) | | — | | 22,799 | | 112,799 | | * | | Susan Mulder | | — | | — | | 14,675 | | 14,675 | | * | | Miguel Patricio | | 1,333,630(5) | | — | | — | | 1,333,630 | | * | | James Park | | 596 | | — | | 5,959 | | 6,292 | | * | | John C. Pope | | 10,098 | | — | | 42,878 | | 52,976 | | * | | Named Executive Officers (NEOs) | | | | | | | | | | | | Miguel Patricio | | ------------------------------see above------------------------------ | | Andre Maciel | | 174,656 | | 87,576 | | — | | 262,828 | | * | | Carlos Abrams-Rivera | | ------------------------------see above------------------------------ | | Rashida La Lande | | 18,466 | | 55,830 | | — | | 74,296 | | * | | Rafael Oliveira | | 334,142 | | 85,588 | | — | | 419,730 | | * | | Current directors and executive officers(6) as of March 4, 2024 as a group (22 persons) | | 3,033,449 | | 1,198,898 | | 238,518 | | 4,470,865 | | * |
| * | Less than 1%. | | (1) | Includes shares issuable upon settlement of RSUs, including related DEUs accrued, that will vest within 60 days of March 4, 2024 and pursuant to stock options exercisable within 60 days of March 4, 2024. | | (2) | Includes related DEUs accrued. For a description of our deferred stock, see Director Compensation—Director Compensation Program. | | (3) | Includes 37,735 shares held indirectly in an irrevocable trust for the benefit of Mr. Cahill’s children, of which Mr. Cahill’s spouse serves as a trustee. | | (4) | Includes 90,000 shares owned directly by Elma Investments Ltd., which is wholly owned by Elma Trust. Mr. Leoni Sceti is a beneficiary of Elma Trust. | | (5) | Includes 992,049 shares held indirectly in a revocable trust, of which Mr. Patricio and his spouse are co-trustees and Mr. Patricio, his spouse, and his children are beneficiaries. | | (6) | Pursuant to Item 403 of Regulation S-K, includes Mr. Oliveira, who ceased to be an executive officer effective December 31, 2023, but who was an NEO for fiscal year/2023. |
| | | 2024 Proxy Statement | 55 |
Less than 1%.
(1)
Includes shares issuable upon settlement of RSUs, including related DEUs accrued, that will vest within 60 days of March 7, 2022 and pursuant to stock options exercisable within 60 days of March 7, 2022.
(2)
Includes related DEUs accrued. For a description of our deferred stock, see Director Compensation—Director Compensation Program beginning on page 44.
(3)
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.
46|ir.kraftheinzcompany.com
Beneficial Ownership of Kraft Heinz Stock
(4)
Includes 14,099,315 shares owned directly by Legacy Participations S.a.r.l. (“Legacy”), a subsidiary of Societe Familiale d’Investissements S.A. (“SFI”), 7,700,000 of which are pledged to banks as collateral for loans held by SFI for the benefit of Mr. Van Damme. Mr. Van Damme is an indirect beneficial owner of equity interests in Legacy and SFI.
(5)
Includes 596 shares held in a margin account.
(6)
Pursuant to Item 403 of Regulation S-K, includes Mr. Basilio, who ceased to be an executive officer effective March 2, 2022, but who was an NEO for fiscal year 2021.
Principal Stockholders
PRINCIPAL STOCKHOLDERSThe 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 7, 2022. | | 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 | | | | | | 26.6% | | | | | 3G Funds(3)
c/o 3G Capital, Inc.
600 Third Avenue, 37th Floor
New York, New York 10016 | | | | | 185,262,701 | | | | | | 15.1% | | |
(1)
Calculated based on 1,224,894,142 shares of our issued and outstanding common stock as of March 7, 2022.
(2)
Based on the Schedule 13G/A filed on February 14, 2022 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. As a result of the relationships described under Corporate Governance and Board Matters—Related Person Transactions—Shareholders’ Agreement beginning on page 29, Berkshire Hathaway and the 3G Funds may be deemed to be a group for purposes of Section 13(d) of the Exchange Act and therefore may be deemed to hold 510,704,853 shares of Kraft Heinz common stock.
(3)
Based on the Schedule 13G/A filed on February 14, 2022 by (i) 3G Global Food Holdings LP, a Cayman Islands limited partnership, (ii) 3G Global Food Holdings GP LP, a Cayman Islands limited partnership (“3G Global Food Holdings GP”), (iii) 3G Capital Partners II LP, a Cayman Islands limited partnership (“3G Capital Partners II”), (iv) 3G Capital Partners Ltd., a Cayman Islands exempted company (“3G Capital Partners Ltd”), and (v) 3G Capital Partners LP, a Cayman Islands limited partnership (“3G Capital Partners LP” and, together with 3G Global Food Holdings, 3G Global Food Holdings GP, 3G Capital Partners II and 3G Capital Partners LP, the “3G Funds”). The 3G Funds share dispositive power over 215,859,166 shares. As a result of the relationships described under Corporate Governance and Board Matters—Related Person Transactions—Shareholders’ Agreement beginning on page 29, Berkshire Hathaway and the 3G Funds may be deemed to be a group for purposes of Section 13(d) of the Exchange Act and therefore may be deemed to hold 510,704,853 shares of Kraft Heinz common stock.
Delinquent Section 16(a) Reports
4, 2024. | 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 | | 26.8% | | BlackRock(3) | | | | | | 50 Hudson Yards | | | | | | New York, New York 10001 | | 90,645,567 | | 7.5% | | The Vanguard Group(4) | | | | | | 100 Vanguard Blvd. | | | | | | Malvern, Pennsylvania 19355 | | 70,388,203 | | 5.8% |
| (1) | Calculated based on 1,215,638,048 shares of our issued and outstanding common stock as of March 4, 2024. | | (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 February 13, 2024 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 1,048,315 shares, sole dispositive power with respect to 66,797,202 shares, and shared dispositive power with respect to 3,591,001 shares. |
DELINQUENT SECTION 16(A) REPORTSSection 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 25, 2021,30, 2023, we believe that all filing requirements were complied with in a timely manner, with the exception of onefour transfers of common stock by Mr. Patricio to a revocable trust, of which Mr. Patricio and his spouse are co-trustees and Mr. Patricio, his spouse, and his children are beneficiaries, between 2019 and 2022, and the sale of shares of common stock by the revocable trust, which were incorrectly reported as sold directly by Mr. Patricio. These transactions were reported on Form 4 for Mr. Abrams-Rivera reporting performance conditions met for a PSU award. | | | 2024 Proxy Statement | 56 |
The Kraft Heinz Company 2022 Proxy Statement|47
Back to Contents | | | | Proposal 2. Advisory Vote to Approve Executive Compensation
| | | | | | | | | | | | | |
As required by Section 14A of the Exchange Act, we are asking our stockholders to vote to approve, on an advisory (non-binding) basis, the compensation of our NEOs as disclosed in this Proxy Statement. 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
EXECUTIVE COMPENSATION2023 Annual Meeting of Stockholders.As described in detail in the Compensation Discussion and Analysis, ourCOMPENSATION HIGHLIGHTSOur executive compensation programs are designed to attract, retain,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 aligns the interests of employees and stockholders and rewards superior financial and operational performance. Please read Compensation Discussionperformance, reflects a continued focus on variable, at-risk compensation paid over the long-term, and Analysis beginningaligns the interests of our employees with those of stockholders. | | | ●MAJORITY OF NEO PAY PERFORMANCE-AND EQUITY-BASED. In 2023, approximately 75% of our NEOs’ compensation was performance-based and at-risk and approximately 66% was equity-based (including Matching RSUs granted through the Bonus Investment Plan). ●EQUITY AWARDS HEAVILY WEIGHTED TO PERFORMANCE. Effective in 2023, we enhanced the weighting of performance-based equity in our annual award mix to 70% PSUs and 30% RSUs, with vesting periods lengthened to 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. | | ●ANNUAL CASH INCENTIVES REFLECT ACHIEVEMENT ON RIGOROUS PERFORMANCE TARGETS. In 2023, 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 objectives. Payouts to our NEOs were 102% to 107% of targeted amounts. ●PSUs INCLUDE COMPANY-SPECIFIC MEASURES AND TSR, WITH CAP. For 2023, 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. |
| | | 2024 Proxy Statement | 57 |
PROPOSAL 2. ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATIONWe are asking stockholders to vote to approve, on page 50 and Executive Compensation Tables beginning on page 70 for specific details aboutan advisory basis, the compensation of our executive compensation programs.NEOs as reported in this Proxy Statement. Your vote is not intended to address any specific item of our compensation, program, but rather to address 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 thisthe Compensation Discussion and Analysis. In 2023, stockholders showed strong support of our executive compensation programs, with approximately 97% of votes cast in favor of our say-on-pay proposal at our 2023 Annual Meeting. As such, the Compensation Committee did not make any changes to the executive compensation program for 2023 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 2024 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. Statement for the 2024 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. At our 2021 Annual Meeting of Stockholders, the compensation of our NEOs was approved by approximately 84% of the votes cast. Effective in 2021, we made changesWe currently conduct this non-binding vote to ourapprove executive compensation program to, among other things, add a three-year relative TSR metric for PSU awards, increaseannually, and, unless the percentage of performance-based awards in the total mix of awards, and extend vesting periods to three years. For additional information on these changes, see Corporate Governance and Board Matters—Investor Engagement—2021 Executive Compensation Changes beginning on page 38. Based on this vote as well as input from and discussions with our stockholders, we believe our stockholders support our overall compensation principles, programs, and practices.We are asking our stockholders to indicate their support for the compensation of our NEOs as described in this Proxy Statement by voting in favor of the following resolution:
“RESOLVED, that Kraft Heinz’s stockholders 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 2022 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 discussion.”
Recommendation
| | | | | The Board recommends a voteFORthe approval of our NEO compensation as disclosed in this Proxy Statement.
| | |
48|ir.kraftheinzcompany.com
| | | | Proposal 3. Advisory Vote on the Frequency of Holding an Advisory Vote to Approve Executive Compensation
| | | | | | | | | | | | | |
Section 14A of the Exchange Act requires that we provide our stockholders with the opportunity to vote, on a non-binding, advisory basis, whether future advisory votes on the compensation of our NEOs should occur every one, two, or three years. We are required to conduct this non-binding, advisory votemodifies its policy on the frequency of such future advisory votes on NEOholding the non-binding vote to approve executive compensation, the next non-binding vote to approve executive compensation will take place at least once every six years. Our prior say-on-frequency vote occurred at our 2016the 2025 Annual Meeting of Stockholders. At that meeting, our stockholders agreed with the Board’s recommendation and voted in favor of holding advisory votes to approve executive compensation every year.
After careful consideration of the benefits and consequences of each alternative, our Board recommends that the advisory vote on the compensation of our NEOs continue to be submitted to stockholders every year. In making its recommendation, our Board considered that we make compensation decisions and review compensation policies and practices annually and determined that an annual advisory vote on executive compensation is most appropriate to provide more frequent stockholder input on our compensation philosophy, policies, and practices. In addition, an annual advisory vote on executive compensation is consistent with our policy of seeking input from, and engaging in discussions with, our stockholders on corporate governance matters and our executive compensation program.
This vote is advisory, which means that the vote is not binding on us, our Board, or the Compensation Committee. While our Board and the Compensation Committee look forward to hearing from our stockholders on this proposal and will consider the outcome of the vote carefully, they may decide that it is in the best interests of our stockholders and Kraft Heinz to hold an advisory vote on executive compensation more or less frequently than the frequency approved by our stockholders.
In voting on this proposal, you should be aware that you are not voting “for” or “against” the Board’s recommendation to vote for a frequency of one year for holding future advisory votes on NEO compensation. Rather, you are voting on your preferred voting frequency by choosing the option of one year, two years, or three years, or you may abstain from voting on this proposal.
Recommendation
 |
| THE BOARD RECOMMENDS A VOTE FOR THE APPROVAL OF OUR NEO COMPENSATION AS DISCLOSED IN THIS PROXY STATEMENT. |
| | | 2024 Proxy Statement | 58 |
| | | The Board recommends a vote for a ONE YEAR interval for the advisory vote on NEO compensation.
| | |
The Kraft Heinz Company 2022 Proxy Statement|49
COMPENSATION DISCUSSION AND ANALYSIS
Compensation Discussion and Analysis Contents
| |
2024 Proxy Statement | 59 |
Our executive compensation program is designed to complement our strategy and values, attract and retainengage qualified, world-class talent to lead our business, create sustainable growth, and drive long-term value for our stockholders. This CD&ACompensation Discussion and Analysis outlines our compensation philosophy and program and focuses on our NEOs for our 20212023 fiscal year:
| | | | | | | |
|
Miguel Patricio
| | | |
Paulo Basilio
| | | |
Carlos Abrams-Rivera
| | | |
Rashida La Lande
| | | |
Rafael Oliveira
| |
| Chief Executive
Officer
| | | | Executive Vice
President and Global
Chief Financial Officer*
| | | | Executive Vice
President and
President, North
America
| | | | Executive Vice
President, Global
General Counsel, and
Chief Sustainability
and Corporate Affairs
Officer; Corporate
Secretary
| | | | Executive Vice
President and
President, International
Markets
| |
| | | | | | | |
* In January 2022, we announcedyear.Effective December 30, 2023, the last day of our 2023 fiscal year, Mr. Basilio would stepPatricio stepped down as Global Chief Financial Officer. Effective March 2, 2022,
our CEO and became non-executive Chair of the Board and Mr. Basilio became Strategic Advisor and Andre Maciel becameOliveira stepped down as Executive Vice President and Global Chief Financial Officer.
50|ir.kraftheinzcompany.com
Compensation Discussion and Analysis
2021 Company Performance
Financial Highlights
Whether tackling challenges resulting from a once-in-a-century pandemic or finding creative ways to address rising inflation, in 2021, we leveragedPresident, International Markets. Effective December 31, 2023, the first day of our scale and increased our agility to succeed in an ever-shifting marketplace. For2024 fiscal year, 2021, we reported:Mr. Abrams-Rivera became our CEO. For our 2023 fiscal year, our NEOs were:
| | | | |
| | | | |
 |  |  |  |  |
MIGUEL
PATRICIO | ANDRE
MACIEL | CARLOS
ABRAMS-RIVERA | RASHIDA
LA LANDE | RAFAEL
OLIVEIRA |
Chief Executive Officer
and Chair of the Board | Executive Vice
President and Global
Chief Financial Officer | President, Kraft Heinz* | Executive Vice
President, Global
General Counsel, and
Chief Sustainability and
Corporate Affairs
Officer** | Executive Vice
President and
President,
International Markets† |
| * | Mr. Abrams-Rivera served as Executive Vice President and President, North America through August 7, 2023, and as President, Kraft Heinz from August 8, 2023 through December 30, 2023. He became our CEO effective December 31, 2023. For additional information on our 2023 CEO Transition, see Company Overview—Our Business—CEO Transition. For additional information on Mr. Abrams-Rivera’s 2024 CEO compensation, see below under —2024 Compensation Changes—CEO Compensation Changes. |
| ** | Ms. La Lande’s title changed to Executive Vice President and Chief Legal and Corporate Affairs Officer effective December 31, 2023. |
| † | Mr. Oliveira stepped down as Executive Vice President and President, International Markets effective December 30, 2023 and served as Advisor to the CEO from December 31, 2023 to March 8, 2024. |
| |
| 2024 Proxy Statement | 60 |
*
Non-GAAP financial measure. These measures are not substitutes for their comparable financial measures prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and should be viewed in addition to, and not as an alternative for, the GAAP results. For a more detailed discussion of our financial performance, including reconciliations of our non-GAAP measures to the comparable GAAP measures, see pages 40 to 44 of our 2021 Annual Report and Appendix A to this Proxy Statement.
The Kraft Heinz Company 2022 Proxy Statement|51
Compensation Discussion and Analysis
Business Highlights
We are now more than two years into our transformation and continuing to advance our strategic plan announced in September 2020. We believe our performance demonstrates the strength of our operating model, the value of our investments, and proof that our approach of combining scale and agility can yield better results. In 2021, we:
| | | | IMPROVED OUR AGILITY | | | Continued to execute business investments in our strategic plan
Maintained strong gross margin
| |
| | | | REJUVENATED OUR ICONIC BRANDS | | | Won more than 120 marketing, product, and innovation awards
Increased brand renovation projects in the United States versus 2019*
Increased our advertising spend by approximately 6.5% globally versus 2019*
| |
| | | | OPTIMIZED PRODUCT PORTFOLIO | | | Announced acquisitions and investments aimed at building our global Taste Elevation platform
Closed divestitures designed to reduced exposure to private label and commodities
Continued to take actions to expand our plant-based portfolio
| |
| | | | IMPROVED FINANCIAL FLEXIBILITY | | | Reduced net leverage to 2.9x as of December 25, 2021
Increased weighted average long-term debt maturity to approximately 15 years from approximately 14 years in 2020 and approximately 13 years in 2019
| |
| | | | ADVANCED STRATEGIC TRANSFORMATION FOR THE LONG-TERM | | | Brought in talent to strengthen culture and fill in the gap for critical skill sets
Strengthened data-driven product innovation and data analytics capabilities with investment in Just Spices
Completed global rollout of our internal creative agency, The Kitchen
| |
* Kraft Heinz views comparison to the 2019 period to be more meaningful than the comparable 2020 period
given exceptional, COVID-19-related consumer demand changes experienced in the 2020 period.
Response to COVID-19
During 2021, we continued to face challenges as a result of the COVID-19 pandemic and government and consumer responses. In response to the emergence of COVID-19 in early 2020, we implemented additional workplace safety programs and processes in all our manufacturing facilities and provided enhanced benefits to employees, many of which have continued through 2021. In 2021, we also began a limited return to office for our global office populations with heightened in-office health and safety protocols that followed local regulations. As the circumstances and impacts of COVID-19 continue to evolve, we regularly evaluate our response to adapt and protect the health and safety of our employees, while supporting consumers and our communities.
The expertise of our leadership team, the active engagement of our Board, and the efficiency and other initiatives we began to implement under our strategy prior to the pandemic empowered us to continue to respond with agility to the shifting needs of consumers and sustained product demand. As a result, for our 2021 fiscal year, we delivered financial results that met our most recent financial outlook, provided in October 2021. We did not make any adjustments to the PBP metrics or results established under our 2021 compensation program related to the COVID-19 pandemic. For additional information, see 2021 Executive Compensation Program—Annual Cash-Based Performance Bonus Plan (PBP)—Financial Multiplier beginning on page 60.52|ir.kraftheinzcompany.com
Compensation Discussion and Analysis
Compensation Structure and Goals
Compensation Governance Best Practices
| WHAT WE DO | | | What We Do | | | | | | | | | What We DoWHAT WE DO NOT Do | DO |
 | Significant alignment between pay and performance
Base pay increases on merit and market alignment
Rigorous stock ownership requirements to align executives’ interests with stockholders
Maintain a clawback policy covering both cash and equity
Use double-trigger change in control provisions
Compensation Committee comprised of 100% independent directors
Retain independent consultant for risk assessment of executive and broad-based annual compensation programs
Proactive year-round engagement with stockholders on executive compensation
|  | | | | | No excessive risk taking that would threaten the reputation or sustainability of Kraft Heinz
|
| | | |
| Strong alignment between pay and performance | | No excise tax gross ups
|
| | | |
| Base pay increases on merit and market alignment | | No guaranteed salary increases or bonuses
|
| | | |
| Rigorous stock ownership requirements to align executives’ interests with stockholders | | No single-trigger single-trigger change in control provisions
|
| | | |
| Maintain a robust clawback policy | | No hedging transactions, short-selling, Kraft Heinz securities,or transacting in puts, calls, or other derivatives on Kraft Heinz securities |
| | | |
| Use double-trigger change in control provisions | | No pledging or hedging transactions on Kraft Heinz securities without prior approval from the Corporate Secretary
No holding Kraft Heinz securities in a margin account or pledging Kraft Heinz securities as collateral for a loan without advance written notice
|
| | | |
| Compensation Committee engages an independent compensation consultant, who performs no other work for the Company, to the Corporate Secretary
advise on executive compensation matters | | No non-qualified deferred compensation programs for executives |
| | | |
| Retain independent consultant to perform risk assessment of executive and broad-based annual compensation programs | | No enhanced benefit programs for executives |
| | | |
| ESG-related KPIs for nearly 800 executives and employees | | |
| | | |
| |
| 2024 Proxy Statement | 61 |
Total Rewards Philosophy and Core Principles
ObjectivesOur Total Rewards philosophy is designed to provide an array ofa meaningful and flexible spectrum of programs forthat support our diverse workforce.workforce and their families. We aim to grow the best people through meritocracy and pay for performance. Our compensationrewards strategies (compensation, benefits, recognition, and rewardwellbeing) aim to help our employees help themselves to LiveWell. Our global LiveWell program focuses on four wellbeing pillars-physical, emotional, financial, and social health and provides specific programs complementand resources to support our strategyemployees and Values and enable ustheir families within each of these areas. LiveWell represents our total rewards offerings that are designed to attract and retain highly-skilledengage highly skilled talent, meet individual and performance-oriented talent. Our programs are data-driven to be market competitivefamily needs, and preserveinspire, celebrate, and engage our high-performancepeople and results-oriented culture.
teams through enhanced interactions in moments that matter in an environment where employees feel productive, trusted and empowered. Our core principles are:
 | | | | PAY FOR
PERFORMANCE | |  | Two-thirdsApproximately three-quarters of our executive compensation is at-risk and performance-basedperformance-driven with metrics aligned to our long-term growth strategy. Kraft Heinz performance is evaluated by:
1
|
| | (1) | Our performance, including results against short- andshort-and long-term growth targets,
2
as approved by the Compensation Committee |
| | (2) | Total return to our stockholders relative to our peers
| |
| | |  |  CEO 2023* 9% 30% 28% 13% CEO Base Salary PSUs Performance Bonus Plan at Target 20% Matching RSUs RSUs 78% Performance-Based and/or at Risk Other NEOs 2023** 10% 20% Performance Bonus Plan at Target 14% Matching RSUs 37% 71% 19% Base Salary PSUs RSUs Performance-Based and/or at Risk |
| | | Charts illustrate mix of performance-driven, at-risk compensation as a percent of target total direct compensation. We consider the Bonus Investment Plan Matching RSUs performance-driven because the match amount is determined based on achievement under the Performance Bonus Plan and at-risk because they remain subject to vesting and their value is subject to the long-term performance of our common stock. |
| | * | Reflects 2023 compensation for Mr. Patricio. For 2024, Mr. Abrams-Rivera’s compensation as CEO reflects a change in compensation philosophy by the Compensation Committee moving away from front-loaded multi-year equity grants. For additional information on Mr. Abrams-Rivera’s 2024 compensation as our CEO, see below under —2024 Compensation Changes—CEO Compensation Changes. |
| | ** | Equity award values for Mr. Abrams-Rivera reflect the pro-rata 2023 value of his sign-on new hire awards granted in March 2020 and annualized over four years. |
 | ALIGN WITH
STOCKHOLDER
INTERESTS | | | Our compensation programs are designed to align our executives’ interests with those of our stockholders.
Two-thirds
|
| | Approximately three-quarters of our executive compensation is tied to Kraft Heinz performance.
|
| | Our stock ownership guidelines strengthen alignment of our executive officers’ interests with those of our stockholders.
|
 | |
The Kraft Heinz Company 2022 Proxy Statement|53
Compensation Discussion and Analysis
DRIVE LONG-
TERM
PROFITABLE
GROWTH | | | | DRIVE LONG-TERM PROFITABLE GROWTH | | | We are driven by our Values We dare to do better every day, We own it, and We champion great people.
|
| | We reward and invest in attracting, engaging, and retaining world-class talent with the highest potential to drive sustainable, long-term growth and profitability.
| |
 | RECOGNIZE
INDIVIDUAL
PERFORMANCE | | | RECOGNIZE INDIVIDUAL PERFORMANCEIndividual performance consistent with our Values and leadership principles is also taken into consideration. |
| | We recognize and reward demonstrated skills while supporting continued development. |
| | We see non-financial performance metrics, such as our ESG targets, as critical to the long-term success of our business and reflective of our external responsibility as global leaders, and we believe they add value for our stockholders and other stakeholders. |
| | | | | | |
| |
| 2024 Proxy Statement | 62 |
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IndividualYear-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 2023 agenda include:
JANUARY TO MARCH
| ● | Evaluated and finalized previous year business performance consistentand individual contributions |
| ● | Evaluated performance and future potential of executives in order to make individual compensation decisions |
| ● | Finalized performance measures and targets for performance cycles of 2023 PSU awards and Performance Bonus Plan, aligned with our Valuesannual operating plan and long-term strategy |
| ● | Reviewed stock ownership guidelines and NEO compliance |
APRIL TO JUNE
| ● | Annual Meeting of Stockholders |
JULY TO SEPTEMBER
| ● | Reviewed talent, leadership, skills are also taken into consideration.
We recognize and reward demonstrated skills while supporting continued development.
culture strategy, and progress against talent engagement goals |
| ● | Discussed stockholder engagement efforts and feedback |
| ● | Reviewed results of say-on-pay vote of stockholders |
OCTOBER TO DECEMBER
| ● | Completed risk assessment of compensation programs |
| ● | Evaluated and set compensation and performance peer groups for the following year |
| ● | Benchmarked compensation programs and pay opportunities versus the compensation and performance peer groups |
| ● | Reviewed and approved Committee advisor and independence assessment |
| ● | Reviewed Committee Charter |
| ● | Reviewed progress against talent, leadership, culture, and DEI&B strategy |
| ● | Reviewed performance measures for inclusion in compensation program design for 2024 |
| |
The Compensation Committee oversees our executive compensation program and plans to align them with our strategy, goals, and stockholder interests. In making 2023 compensation decisions, the Compensation Committee considered a number of factors, including:
 | |  | |  | |  | |  | |  |
| Compensation programs at peer companies | | Kraft Heinz’s performance over the last three years | | Our financial plan for 2020 to 2024, as part of our growth strategy and long-term outlook | | Realized pay from our historical compensation programs | | Methods of aligning executive compensation with stockholder returns | | Individual responsibilities and performance, leadership, years of experience, and long-term growth potential |
Role of Independent Consultant
Since 2022, the Compensation Committee has engaged Meridian Compensation Partners LLC (“Meridian”) as its independent compensation consultant. Meridian is hired by and reports directly to the Compensation Committee. Meridian attends meetings and executive sessions of the Committee at which compensation matters are considered and advises and provides guidance and analysis to the Compensation Committee on matters pertaining to executive and non-employee director compensation, including CEO and executive compensation plans and design, executive compensation-related regulatory matters and governance best practices, and competitive market studies. Meridian provides guidance and performs various analyses for the Compensation Committee, including peer group benchmarking and analyses regarding pay and performance alignment, incentive plan performance measures and TSR correlation, and the rigor of performance goals. Meridian does not provide any other services to Kraft Heinz or any of our affiliates and may not be engaged to provide any other services to us without the approval of the Compensation Committee.
| |
| 2024 Proxy Statement | 63 |
The Compensation Committee reviews Meridian’s performance periodically and Payreviews Meridian’s independence under SEC Nasdaq rules for Performance
Our compensation programconsultants. The Compensation Committee has been designedconcluded that Meridian is independent and has no conflicts of interest relating to accomplishits engagement by the following overall goals:
We believe compensation for our executives should be tied to the success of Kraft Heinz to align executives’ interests with the long-term interests of our stockholders. Accordingly, a majority of our NEO compensation is designed to be “at risk” and dependent on achieving quantitative performance goals over both short- and long-term periods. The following charts show the compensation mix for our Chief Executive Officer (“CEO”) and other NEOs, including base salary, annual incentive compensation under the Performance Bonus Plan, and the grant date fair value of equity awards, for 2021.
(1)
Equity award values for Mr. Patricio reflect the pro-rata 2021 value of his sign-on new hire awards granted in August 2019 and annualized over the vesting period of each award (three or four years).
(2)
Equity award values for Mr. Abrams-Rivera reflect the pro-rata 2021 value of his sign-on new hire awards granted in March 2020 and annualized over four years.
54|ir.kraftheinzcompany.com
Compensation Discussion and Analysis
Committee.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 of companiesgroups: the compensation peer group is used to benchmark executive compensation and compensation design, and the performance peer group is used to assessmeasure our relative performance, relativeincluding for calculating PSU payouts.
We review the selection criteria and companies in both peer groups regularly. For 2023, the Compensation Committee approved changes to market practices.
SURVEYthe peer groups indicated below. | | | | | | | | | | ADDITIONS EFFECTIVE FOR 2023 | | | | |
 | | | | | | | | | | | | | | |
| | Archer-Daniels-Midland Company
Colgate-Palmolive Company | | Kimberly-Clark Corporation The Procter & Gamble Company | | | | | The J. M. Smucker Company* | | | | |
 | | | | | | | | | | | | | |
| Campbell Soup Company
Conagra Brands, Inc. General Mills, Inc. Hormel Foods Corporation | | The J. M. Smucker Company* Kellanova** Mondelēz International, Inc. PepsiCo, Inc. | | The Coca-Cola Company
Tyson Foods, Inc. WK Kellogg Co** | | | Keurig Dr Pepper Inc. The Hershey Company
McCormick & Company, Incorporated | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| * | The J. M. Smucker Company was previously included in the performance peer group and was added to the compensation peer group in 2023. |
| ** | In 2023, Kellogg Company split into two publicly traded companies: Kellanova and WK Kellogg Co. Kellanova will remain in the peer group for 2024 and WK Kellogg Co will be removed. |
COMPENSATION PEER GROUP
The Compensation Committee, in consultation with the compensation consultant, reviews compensation data from the following surveycompensation peer group of companies as a reference point in evaluatingto benchmark and evaluate the compensation forof our NEOs, including our CEO, and benchmarking compensation plan designs. In addition, the Compensation Committee considers individual responsibilities and performance, leadership, years of experience, Kraft Heinz performance, and long-term growth potential.
| •
Archer-Daniels-Midland Company
•
Campbell Soup Company
•
Colgate-Palmolive Company
•
Conagra Brands, Inc.
•
General Mills, Inc.
| | | •
Hormel Foods Corporation
•
Kellogg Company
•
Kimberly-Clark Corporation
•
Mondelēz International, Inc.
•
PepsiCo, Inc.
| | | •
The Coca-Cola Company
•
The Procter & Gamble Company
•
Tyson Foods, Inc.
| |
As of our most recent analysis conducted in January 2022, our percentile rank against thisThe compensation peer group was approximately 57% for both net sales and market capitalization.
The survey peer group was established in 2016is based on publicly traded, U.S.-based organizations in the Consumer Staples Industry (under the Global Industry Classification Standard (GICS)) with revenue of approximately half to double Kraft Heinz’s net sales projected at the time of establishment of the group.sales. We consider the organizations in this industry to be peers in competition for talent, consumers, and investors. We routinely review the selection criteria and companies in the survey peer group. In early 2021, the Compensation Committee confirmed all companies were still meeting the original criteria for selection and did not make any changes to the survey peer group.
We established the following 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 followingperformance peers, which we consider our performance peer group.
| •
Campbell Soup Company
•
Conagra Brands, Inc.
•
General Mills, Inc.
•
Hormel Foods Corporation
| | | •
J.M. Smucker Company
•
Kellogg Company
•
Mondelēz International, Inc.
•
PepsiCo, Inc.
| | | •
The Coca-Cola Company
•
Tyson Foods, Inc.
| |
We selected a narrowersubset of 13 Fast-moving Consumer Goods (FMCG) and Consumer Goods (CG) peers from our compensation peer group of peers for the performance peer group based on the use of agroup. We view these companies particularly to be impacted by similar relative performance metric, in additionexternal and market factors and to the survey peer group criteria described above.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. We will review the selection criteria and companies in the performance peer group regularly.
| |
| 2024 Proxy Statement | 64 |
The Kraft Heinz Company 2022 Proxy Statement|55
Compensation Discussion and Analysis
Oversight and 2021 Compensation Decisions
Consideration of Say-On-Pay Vote
The Compensation Committee overseesand 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 plans to align them with our strategy, goals, and stockholder interests. In making 2021 compensation decisions,structure.
For 2023, the Compensation Committee considered a numberreviewed stockholder feedback, identified key themes across the broad range of factors, including:
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Taking into account these factors,stockholder perspectives shared, and implemented changes designed to respond to each. At our 2023 Annual Meeting, stockholders showed strong support of our executive compensation programs, with approximately 97% of votes cast in favor of our say-on-pay proposal. During our spring and fall 2023 stockholder engagement meetings, stockholders provided positive feedback on the enhancements made. In response to stockholder feedback, for 2023, we took the following actionskey compensation actions:
| ● | Appointed Ms. Gherson, who brings significant experience in compensation and people management, to the Board and Compensation Committee |
| ● | Engaged Meridian as an independent third-party compensation consultant |
| ● | Enhanced disclosures relating to the structure of our compensation program; our compensation metrics, peer groups, performance targets, and related achievement; and how equity awards are used within our compensation program to support our pay-for-performance philosophy |
| ● | Implemented the following changes to our executive compensation program: |
| WHAT WE HEARD | |  | WHAT WE DID |
| ● Evaluate the weight of performance-based equity in equity mix | |  Increased percentage of PSUs. Changed annual equity award mix to 70% PSUs and 30% RSUs, further enhancing the weight of performance-based equity in our award mix following increases made for 2021. |
| ● Lengthen vesting periods for annual equity awards | |  Lengthened vesting periods. Changed to 75% on the third anniversary and 25% on the fourth anniversary from 100% vesting on third anniversary for annual awards, further enhancing the vesting provisions of our annual equity awards following changes made for 2021. |
| ● Consider Company specific financial performance metric or metrics in addition to TSR for PSUs | | Added Company-specific financial metrics to PSUs. Added three-year Organic Net Sales compound annual growth rate (CAGR) (30%) and three-year cumulative Free Cash Flow (30%) as performance metrics in addition to three-year average annual TSR (40%), to align with our long-term growth targets, further enhancing the performance metrics for our PSUs following the introduction of TSR in 2021. |
| ● Consider negative TSR for PSU awards | | Introduced negative TSR cap. TSR achievement capped at target in the event the Company has a negative TSR result at the end of the performance period. |
| ● Consider aligning CEO pay structure with other NEOs | | Aligned CEO compensation structure. Aligned CEO compensation structure with our other NEOs, including awarding our CEO annual equity awards consistent with our other NEOs and offering the same bonus investment opportunity. CEO target total direct compensation is designed to be in the range of peer median. |
| |
| 2024 Proxy Statement | 65 |
2023 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 2021 fiscal year:
•
reassessed annualemployees’ 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 (“PBP”Bonus Investment Plan”) financial targets to help ensure a challenging, yet achievable, plan that alignsplays an important role in aligning our employees’ goals with Kraft Heinz’sour stockholders, and, stockholders’ interests
•
aligned performance targetsthrough the equity match feature for 2021 performance grantsre-invested compensation, tying short-term compensation with Kraft Heinz’s total rewards philosophy,our long-term strategy,growth and operating goals
We did not make any changes to our 2021 compensation program in responsestrategy. 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 COVID-19 pandemic.
level of PBP achievement, participation provides the potential for top quartile total compensation when top quartile relative performance is achieved. | |
| 2024 Proxy Statement | 66 |
56|ir.kraftheinzcompany.com
Compensation Discussion and Analysis
2021 Executive Compensation Program
Elements and Objectives at a Glance
TheFor 2023, the primary elements and objectives of our compensation program for our executive officers, including our NEOs, are:
| | Element | | | | | | | Element | | | Performance Metric | | Description | Description | | | Strategy Alignment | | | Target Pay | |
 PERFORMANCE-BASED AND VARIABLE FIXED Long-Term Short-Term OTHER | FIXED | | | | SHORT-TERM | | | | Base Salary | | | — | | | | | | Ongoing base cash compensation based on the executive officer’s role and responsibilities, individual job performance, experience, and market.
| | | Recruitment and retention
Market competitive
| | | — | |
| VARIABLE | | | | Performance Bonus Plan (PBP) | | | PBP EBITDA
(100%) | | | | | | Annual cash incentive with actual cash payouts linked to achievement of key annual Kraft Heinz performance targets and individual performance targets.targets, with equity investment opportunity under our Bonus Investment Plan. | | | Drive top-tier performance
Incentivize and reward performance  | | | 150-300% of annual base salary | With Bonus Investment Plan, tie short-term compensation with our long-term strategy and stockholders’ interests |
| LONG-TERMBonus Investment Plan | | — | | PSUsRSUs awarded to match an employee’s investment of 35% of their PBP payout in Kraft Heinz stock in lieu of cash and vest based upon continued employment. Matching RSUs vest 100% on the third anniversary based upon continued employment. | | Recruitment and retention Drive top-tier performance Align with stockholders’ interests Long-term value creation |
| PSUs | | Three-year relative TSR (100%(40%), three-year Organic Net Sales compound annual growth rate (CAGR) (30%), and three-year cumulative Free Cash Flow (30%) | | | | | | Linked to achievement of long-term profitability goals, and vest subject to continued employment and the achievement of relative TSR over a three-yearthe performance period.metrics, and may be awarded through an annual award or performance award. | | | Recruitment and retention
Drive top-tier performance
Align with stockholders’ interests
Long-term value creation
Incentivize achievement of specific performance goals and long-term strategy
Drive long-term profitable growth
| | | 40% of annual award target | |
| RSUs | | | — | | | | | | Vest 75% on the third anniversary and 25% on the fourth anniversary based upon continued employment and may be awarded onthrough an annual basis, a standalone basis for merit/retention,award or under our Bonus Swap Program as Matching RSUs.performance award. | | | Recruitment and retention
Drive top-tier performance
Align with stockholders’ interests
Long-term value creation
| | | 40% of annual award target | |
| Stock Options | | | We view stock options to be performance-based as their value is tied to Kraft Heinz performance and our stock price. | | | Generally vest in full after three years based on continued employment.employment and may be awarded through a performance award. | | | Recruitment and retention
Drive top-tier performance
Align with stockholders’ interests
Link realized value entirely to stock appreciation
Drive long-term profitable growth |
| Benefits and Perquisites | | — | | Limited types of non-wage compensation provided in addition to base salary, short-term incentives, and long-term incentives. | | Market competitive |
| |
| 2024 Proxy Statement | 20% of annual award target | 67 |
The Compensation Committee reviews the elements of our compensation program for our NEOs on an annual basis and generally makes changes effective January 1. As part of its review, the Compensation Committee considers market benchmark data, peer practice, scope and responsibility of the NEO’s role, and individual performance.
The Kraft Heinz Company 2022 Proxy Statement|57
Compensation Discussion and Analysis
Key Changes for 2021
We believe the strong link between pay and individual and Company performance is consistent with our strategy and culture of meritocracy and an important part of Kraft Heinz’s long-term success and driving value for our stockholders. Our long-term incentive plans reflect our commitment to our compensation program objectives and provide opportunities for our employees to build greater long-term wealth that can grow as our Company grows.
In 2020, we approved changes to our compensation plan that became effective in 2021, taking into consideration market practices, alignment with our new enterprise strategy, and feedback we received through investor engagement. These changes include:2023 NEO Compensation Snapshots
| | | |
MIGUEL
PATRICIO CEO* AND CHAIR OF THE BOARD
As CEO, Mr. Patricio was responsible for managing execution of the Company’s long-term strategy, driving key new business opportunity developments and financial performance, and setting the tone for Company culture, ethics, and compliance. | TARGET |  9% 28% 13% Base Salary Performance Bonus Plan at Target 20% Matching RSUs RSUs 30% PSUs |
| | BASE
SALARY | PERFORMANCE
BONUS PLAN | ANNUAL EQUITY
AWARD |
| ACTUAL | $1,100,000 | $3,367,980 | $3,500,006 PSUs |
| | | | $1,500,019 RSUs |
| | | | | |
CHANGES IN 2023 In connection with the Compensation Committee’s annual review process, and in consultation with the compensation consultant, the Committee completed an analysis of Mr. Patricio’s total direct compensation package and approved an increase in his annual base salary from $1 million to $1.1 million, an annual equity award consistent with our other NEOs, and revised the Bonus Investment opportunity from 50% to 35%, which is the same as other eligible employees, effective January 1, 2023, the first day of our 2023 fiscal year. |
| * | Mr. Patricio stepped down as Chief Executive Officer effective December 30, 2023, the last day of PSUs in annualour 2023 fiscal year, and merit/retention long-term incentive awardsbecame non-executive Chair of the Board. |
| | | | | | | Enhanced vesting schedules to align with longer-term focus of long-term incentive plans
| |
2024 Proxy Statement | 68 |
| | | |
ANDRE MACIEL EVP AND GLOBAL CHIEF FINANCIAL OFFICER
Mr. Maciel has primary responsibility for management of our financial condition, capital allocation, system of internal controls, financial reporting, investor relations, acquisitions and divestitures, capital market transactions, and information technology. | TARGET |  11% 22% 16% Base Salary Performance Bonus Plan at Target 15% Matching RSUs RSUs 36% PSUs |
| | BASE
SALARY | PERFORMANCE
BONUS PLAN | ANNUAL EQUITY
AWARD |
| ACTUAL | $725,000 | $1,466,974 | $2,384,410 PSUs |
| | | | $1,021,939 RSUs |
| | | | | |
CHANGES IN 2023 In connection with the Compensation Committee’s annual review process, and in consultation with the compensation consultant and our CEO, the Committee approved an increase in Mr. Maciel’s annual base salary from $650,000 to $725,000 and target award opportunity for the annual cash bonus from 175% to 200%, effective February 19, 2023. In making its decision to increase Mr. Maciel’s base salary and PBP target award opportunity, the Compensation Committee assessed Mr. Maciel’s performance, knowledge, and skills and the breadth and impact his accountabilities and duties as Executive Vice President and Global Chief Financial Officer and considered related market data provided by the Compensation Consultant and management. |
| | | |
CARLOS
ABRAMS-RIVERA PRESIDENT, KRAFT HEINZ*
As President, Kraft Heinz, Mr. Abrams-Rivera was responsible for leading the Company’s U.S. and Canadian operations, driving business growth through consumer-first marketing, innovation, and people development, as well as oversight over all global business functions other than finance and legal. | TARGET |  7% 17% 24% Base Salary Performance Bonus Plan at Target 12% Matching RSUs RSUs 40% PSUs |
| | BASE
SALARY | PERFORMANCE
BONUS PLAN | ANNUAL EQUITY
AWARD |
| ACTUAL | $800,000 | $2,257,373 | $3,150,067 PSUs |
| | | | $1,350,029 RSUs |
| | | | | |
CHANGES IN 2023 In connection with Mr. Abrams-Rivera becoming President, Kraft Heinz in August 2023, Mr. Abrams-Rivera was entitled to receive a special bonus payable in March 2024, equal to 20% of his 2023 actual bonus. His compensation otherwise remained unchanged. |
| * | Mr. Abrams-Rivera, who was previously our Executive Vice President and 20% Stock Options from 100% RSUs
President, North America, became President, Kraft Heinz effective August 8, 2023 and Chief Executive Officer effective December 31, 2023, the first day of our 2024 fiscal year. |
| | | Merit/Retention Awards:
Changed to 60% PSUs and 40% RSUs from 50% PSUs and 50% RSUs
| | | | Annual Awards:
Changed to 100% on third anniversary from 50% vesting on second anniversary and 50% on third anniversary
| | | Merit/Retention Awards:
Changed to 75% on third anniversary and 25% on fourth anniversary from 50% vesting on second anniversary, 25% on third anniversary, and 25% on fourth anniversary
| |
2024 Proxy Statement | 69 |
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| | | |
RASHIDA LA
LANDE EVP, GLOBAL GENERAL COUNSEL, AND CHIEF SUSTAINABILITY AND CORPORATE AFFAIRS OFFICER
Ms. La Lande leads the Company’s legal function, including corporate governance and securities, transactions, regulatory, intellectual property, litigation, labor and employment, sustainability and ESG oversight, government and corporate affairs. | TARGET |  13% 20% 16% Base Salary Performance Bonus Plan at Target 14% Matching RSUs RSUs 37% PSUs |
| | BASE
SALARY | PERFORMANCE
BONUS PLAN | ANNUAL EQUITY
AWARD |
| ACTUAL | $700,000 | $1,122,660 | $1,890,048 PSUs |
| | | | $810,010 RSUs |
| | | | | |
CHANGES IN 2023 No compensation changes for Ms. La Lande were made for 2023. |
| | |
RAFAEL OLIVEIRA EVP AND PRESIDENT, INTERNATIONAL MARKETS* As EVP and President, International Markets, Mr. Oliveira led the Company’s International operations, including growth, sustainability, and innovation. | Annual Awards:
TARGET
|  10% 24% 15% Base Salary Performance Bonus Plan at Target 17% Matching RSUs RSUs 34% PSUs added |
| BASE
SALARY | PERFORMANCE
BONUS PLAN | ANNUAL EQUITY
AWARD |
| ACTUAL | $721,250** | $1,667,099 | $2,344,742PSUs |
| | | $1,004,928 RSUs |
| | | | |
CHANGES IN 2023 No compensation changes for Mr. Oliveira were made for 2023. |
| * | Mr. Oliveira stepped down as Executive Vice President and President, International Markets effective December 30, 2023, the last day of our 2023 fiscal year, and served as Advisor to the CEO from December 31, 2023 to March 8, 2024. |
| ** | Mr. Oliveira is located in the annual award mix, with three-year performance period
U.K. and paid in British pounds (£). The amount shown is expressed in U.S. dollars using an exchange rate, which is the 12-month average exchange rate for the calendar year rounded to the nearest £0.01. The exchange rate used is $1 to £0.80 for 2023. |
| |
| 2024 Proxy Statement | | Merit/Retention Awards:
Changed to three-year performance period from two-year performance period
| | | | Annual Awards:
PSUs added in the annual award mix, with three-year relative TSR performance metric
| | | Merit/Retention Awards:
Changed performance metric to three-year relative TSR
| 70 |
For additional information on these changes and our investor engagement program, see Corporate Governance and Board Matters—Investor Engagement beginning on page 37.At our 2021 Annual Meeting of Stockholders, the compensation of our NEOs was approved by approximately 84% of the votes cast. Based on this vote as well as input from and discussions with our stockholders, we believe our stockholders support our overall compensation principles, programs, and practices and did not make any additional changes to our compensation program as a result of this vote.CEO Compensation
There were no changes to Mr. Patricio’s compensation package from 2019. Mr. Patricio’s compensation remains heavily weighted toward performance-based elements, reflecting the Compensation Committee’s belief that the majority of Mr. Patricio’s compensation should be at risk and tied to his individual performance and Kraft Heinz’s performance. For 2021, Mr. Patricio’s base salary remained $1,000,000 and his bonus target award opportunity remained at 300% of his base salary.
In light of Mr. Patricio’s personal commitment and as an additional material inducement to his agreement to be employed by Kraft Heinz, in August 2019, Mr. Patricio received three one-time equity compensation awards. For additional information regarding Mr. Patricio’s personal commitment and these awards, see the Compensation Discussion and
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Compensation Discussion and Analysis
Analysis section of our 2019 proxy statement. Mr. Patricio is not eligible to receive additional equity awards until 2023, other than matching RSUs that may be granted to Mr. Patricio through his participation in our Bonus Swap Program. For additional information regarding our Bonus Swap Program, see below under Bonus Swap Program beginning on page 64.Base salary is the principal “fixed” element of our executive compensation. The Compensation Committee believes that it is important that each NEO receives a market-competitive base salary that provides an appropriate balance between fixed and “at risk” compensation. The initial base salary of each NEO is established in connection with their hiring. While we do not formally benchmark compensation or target compensation levels at any particular percentile, inIn establishing base salaries, we review and consider market-based survey and peer proxy data for informational purposes.
purposes and generally target market median.The annualized base salary for each NEO as of December 31 was:
| NEO | 2022 Base Salary
($) | 2023 Base Salary
($) | Change |
| Mr. Patricio | 1,000,000 | 1,100,000 | 10.00% |
| Mr. Maciel(a) | 650,000 | 725,000 | 11.60% |
| Mr. Abrams-Rivera | 800,000 | 800,000 | — |
| Ms. La Lande | 700,000 | 700,000 | — |
| Mr. Oliveira(b) | 678,824 | 721,250 | — |
| (a) | In making its decision to increase Mr. Maciel’s base salary, the Compensation Committee assessed Mr. Maciel’s performance, knowledge, and skills and the breadth and impact his accountabilities and his duties as Executive Vice President and Global Chief Financial Officer and considered related market data provided by the Compensation Consultant and management. |
| (b) | Mr. Oliveira is located in the U.K. and paid in British pounds (£). The amounts shown is expressed in U.S. dollars using an exchange rate, which is the 12-month average exchange rate for the calendar year rounded to the nearest £0.01. The exchange rates used are $1 to £0.85 for 2022 and $1 to £0.80 for 2023. Mr. Oliveira’s base salary was not changed for 2023. |
The Compensation Committee has sole responsibility for the review of Mr. Patricio’sour CEO’s compensation. Mr. PatricioOur CEO has primary responsibility for the review of the compensation of his direct reports, including the other NEOs, and provides salary recommendations to the Compensation Committee.
The annualized base salary for each NEO as of December 25, 2021 was:
| NEO | | | Base Salary
($)
| |
| Mr. Patricio | | | | | 1,000,000 | | |
| Mr. Basilio | | | | | 750,000 | | |
| Mr. Abrams-Rivera | | | | | 800,000 | | |
| Ms. La Lande | | | | | 650,000 | | |
| Mr. Oliveira | | | | | 790,411(a) | | |
(a)
Mr. Oliveira is paid in British pounds (£). The amount shown is calculated using an exchange rate of $1 to £0.73, which is the 12-month average exchange rate for the 2021 calendar year rounded to the nearest £0.01.
We believe that the base salary review process serves our pay-for-performance philosophy, because base pay increases are merit-basednot 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. In addition, each NEO’s target annual incentive award opportunity is based on a percentage of their base salary. Therefore, as NEOs earn merit-based salary increases, their annual incentive award opportunities increase proportionately. For additional information regarding target annual incentive award opportunities, see below under
Annual Cash-Based Performance Bonus Plan—Target Award Opportunity on page 60. | |
| 2024 Proxy Statement | 71 |
Annual Cash-Based Performance Bonus Plan (PBP)
The PBP is designed to motivate and reward employees who contribute positively toward our near-term business strategy and achieve their annual individual performance objectives. The formula for determining a PBP participant’s annual bonus payout is:
BASE SALARY
FOR PBP PAYOUT X TARGET AWARD OPPORTUNITY X COMPANY FINANCIAL MULTIPLIER X INDIVIDUAL PERFORMANCE SCORE = PBP PAYOUT EARNEDBase 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
The Kraft Heinz Company 2022 Proxy Statement|59
Compensation Discussion and Analysis
upon the duration of the individual’s service or timing of changes. For additional information regarding our NEOs’ base salaries, see above under Base Salary beginning on page 59. TARGET AWARD OPPORTUNITY
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. For 2021,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 31 was:
| NEO | 2022 Target Award
Opportunity | 2023 Target Award
Opportunity | Change |
| Mr. Patricio | 300% | 300% | — |
| Mr. Maciel(a) | 175% | 200% | 14.30% |
| Mr. Abrams-Rivera | 225% | 225% | — |
| Ms. La Lande | 150% | 150% | — |
| Mr. Oliveira | 225% | 225% | — |
(a) | NEO | | | Target Award Opportunity | |
| In making its decision to increase Mr. Patricio | | | | | 300% | | |
| Maciel’s PBP target award opportunity, the Compensation Committee assessed Mr. Basilio | | | | | 250% | | |
| Mr. Abrams-Rivera | | | | | 200% | | |
| Ms. La Lande | | | | | 150% | | |
| Mr. Oliveira | | | | | 225% | | Maciel’s performance, knowledge, and skills and the breadth and impact his accountabilities and his duties as Executive Vice President and Global Chief Financial Officer and considered related market data provided by the Compensation Consultant and management. |
FINANCIAL MULTIPLIER
Company Financial Multiplier
The financial multiplier is a percentage multiplier based upon achievement of the threshold, target, or maximum level of the applicable global, zone, or business unit financial performance metric for each executive, including our NEOs. For our 20212023 fiscal year, the Compensation Committee chose a single metric, PBP EBITDA, for our global financial performance as well as each zone and business unit. In establishing our 2021 Annual Operating Plan (“AOP”), the Compensation Committee considered uncertainties relatingThe financial performance multiplier ranges from 50% at threshold, to the COVID-19 pandemic and potential positive and negative impacts on our industry and business. At that time, the Committee established threshold,100% at target, and 120% at maximum based on achievement levels that accountedagainst the established financial performance targets. Our maximum payout opportunity of 120% is designed to be below market practice (which market practice generally provides for variations in consumption year over year in the United States, Canada, and United Kingdom relatedpayout up to the COVID-19 pandemic. Once established, we did not make any adjustments to the PBP metrics or results related to the COVID-19 pandemic.
200% of target).We believe that PBP EBITDA reflects key aspects of our performance, including revenue growth, expense control, and efficient use of capital, while maintaining simplicity in the design and execution of our annual cash-based performance bonus plan. The Compensation Committee believes PBP EBITDA appropriately reflects our focus on successful management of our core operations—growing our business and driving sustained increases in profit—in turn, aligning the interests of our NEOs with those of our stockholders. PBP EBITDA is defined below under
Financial Measure on page 61. | |
| 2024 Proxy Statement | 72 |
Global Performance: Patricio, Basilio, La LandeFor 2023, the Compensation Committee approved the financial multiplier for performance achieved as follows:
| | GLOBAL | | NORTH AMERICA ZONE | | INTERNATIONAL ZONE |
| | Patricio, Maciel, La Lande | | Abrams-Rivera | | Oliveira |
| | PBP EBITDA
($ millions) | Financial
Multiplier | | PBP EBITDA
($ millions) | Financial
Multiplier | | PBP EBITDA
($ millions) | Financial
Multiplier |
| | | (%) | | | (%) | | | (%) |
| Threshold | 5,610 | 50% | | 5,018 | 50% | | 938 | 50% |
| Target | 6,036 | 100% | | 5,378 | 100% | | 1,053 | 100% |
| Maximum | 6,221 | 120% | | 5,518 | 120% | | 1,098 | 120% |
| ACHIEVED | 6,289 | 120% | | 5,600 | 120% | | 1,077 | 110% |
For employees evaluated based upon our global performance, which includes Mr. Patricio, Mr. Basilio, and Ms. La Lande, the 20212023 financial multiplier was calculated based upon our global PBP EBITDA.
| | | | | Global PBP EBITDA
($ millions) | | | Financial Multiplier
(%) | |
| | Threshold | | | | | 5,904 | | | | | | 50 | | |
| | Target | | | | | 6,300 | | | | | | 100 | | |
| | Maximum | | | | | 6,579 | | | | | | 120 | | |
| | Achieved | | | | | 6,277 | | | | | | 94 | | |
Based on performance achieved against targets, the Compensation Committee approved a financial multiplier with respect to global performance of 94% for 2021.
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Compensation Discussion and Analysis
U.S. Zone Performance: Abrams-Rivera
For employees evaluated based upon our U.S.North America Zone or International Zone performance, which includes Mr. Abrams-Rivera, the total 20212023 financial multiplier was calculated based upon a weighted average of 30% of the global PBP EBITDA financial multiplier (as provided above) and 70% of the U.S. Zoneapplicable zone PBP EBITDA financial multiplier.
| | | | | U.S. Zone PBP EBITDA
($ millions) | | | Financial Multiplier
(%) | |
| | Threshold | | | | | 4,868 | | | | | | 50 | | |
| | Target | | | | | 5,156 | | | | | | 100 | | |
| | Maximum | | | | | 5,349 | | | | | | 120 | | |
| | Achieved | | | | | 5,157 | | | | | | 100 | | |
Based on performance achieved against targets, the Compensation Committee approved athe financial multiplier with respect to U.S.global, North America Zone, performance of 100% for 2021, for a total weighted average financial multiplier of 98%.
International Zone Performance: Oliveira
For employees evaluated based upon ourand International Zone performance which includes Mr. Oliveira, the total 2021 financial multiplier was calculated based upon a weighted average of 30% of the global PBP EBITDA financial multiplier (as provided above) and 70% of the International Zone PBP EBITDA financial multiplier.
| | | | | International Zone PBP EBITDA
(in $ millions) | | | Financial Multiplier
(%) | |
| | Threshold | | | | | 938 | | | | | | 50 | | |
| | Target | | | | | 1,018 | | | | | | 100 | | |
| | Maximum | | | | | 1,068 | | | | | | 120 | | |
| | Achieved | | | | | 1,002 | | | | | | 95* | | |
*
Actual Achievement was 90%. The Compensation Committee approved an adjusted financial multiplier of 95%, taking into consideration non-recurring severance expenses related to restructuring and a non-recurring gain from an asset sale, both of which impacted PBP EBITDA.
Based on performance achieved against targets, the Compensation Committee approved a financial multiplier with respect to International Zone performance of 95% for 2021, for a total weighted average financial multiplier of 95%.
FINANCIAL MEASURE
achieved.Financial Measure
PBP EBITDA is defined as net income/(loss) from continuing operations before interest expense, other expense/
(income), provision for/(benefit from) income taxes, and depreciation and amortization (excluding restructuring activities); in addition to these adjustments, we exclude, when they occur, the impacts of foreign currency fluctuations by maintaining the exchange rates established in our AOP, the impacts ofAnnual Operating Plan (“AOP”), restructuring activities, deal costs, unrealized losses/(gains) on commodity hedges, impairment losses, equity award compensation expense (excluding restructuring activities), higher or lower incentive compensation compared with what we established in our AOP, the impacts of divestiture-related license income, (e.g., income related to the sale of licenses in connection with the sale of certain assets in our global cheese business),and certain non-ordinary course legal and regulatory matters, and, due to the highly inflationary environment, the impacts of our Venezuelan subsidiary.matters. We alsomay adjust the threshold, target, and maximum metrics to incorporate the impact of divestitures, including, in 2021,acquisitions and divestitures. We did not adjust the sale of certain assets in our global nuts businessthreshold, target, and global cheese businesses. INDIVIDUAL PERFORMANCE SCORE
maximum for 2023.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
The Kraft Heinz Company 2022 Proxy Statement|61
Compensation Discussion and Analysis
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”)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.
| |
| 2024 Proxy Statement | 73 |
For 2021,2023, 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:
| | NEO | | | MBO Goals | | | Evaluation Criteria | | | Weight
(%) | | | Individual
Performance Score | |
| | Mr. Patricio | | | •
Deliver Kraft Heinz
Financial Results | | | o
Achievement in global Organic Net Sales | | | | | 30 | | | | 102% | |
| | o
Achievement in global cash conversion | | | | | 20 | | |
| | •
Deliver New Projects to Improve the Business | | | o
Progress on U.S. digital revolution | | | | | 15 | | |
| | o
Progress on global portfolio transformation | | | | | 10 | | |
| | o
Progress on global ESG goals | | | | | 10 | | |
| | •
Attract and Retain Kraft Heinz Talent | | | o
Improvement in global engagement score and reduction in global turnover | | | | | 15 | | |
| | Mr. Basilio | | | •
Deliver Kraft Heinz Financial Results | | | o
Achievement in global cash conversion | | | | | 20 | | | | 90% | |
| | o
Achievement in global adjusted net income | | | | | 20 | | |
| | •
Increase Kraft Heinz’s Financial Efficiency | | | o
Progress on portfolio and capital structure objectives | | | | | 20 | | |
| | o
Progress on finance transformation | | | | | 15 | | |
| | o
Achievement of compliance and internal controls objectives | | | | | 10 | | |
| | •
Attract and Retain Kraft Heinz Talent | | | o
Improvement in global finance engagement score and reduction in global finance turnover | | | | | 15 | | |
| | Mr. Abrams-Rivera | | | •
Deliver Kraft Heinz U.S. Financial Results | | | o
Achievement in U.S. zone Organic Net Sales | | | | | 20 | | | | 84% | |
| | o
Achievement in U.S. zone cash conversion | | | | | 15 | | |
| | o
Achievement on service levels in on-time, in-full performance | | | | | 10 | | |
| | •
Deliver New Projects to Improve the Business | | | o
Progress on U.S. digital revolution | | | | | 20 | | |
| | o
Progress on U.S. portfolio transformation | | | | | 20 | | |
| | •
Attract and Retain Kraft Heinz Talent | | | o
Improvement in U.S. zone engagement score and reduction in U.S. zone turnover | | | | | 15 | | |
| | Ms. La Lande | | | •
Deliver Effective and Efficient Legal Services | | | o
Success on key legal matters | | | | | 20 | | | | 95% | |
| | o
Achievement of special projects targets | | | | | 20 | | |
| | o
Achievement of zero-based budget targets | | | | | 10 | | |
| | •
Protect and Promote the Company and its Brands | | | o
Progress on ESG and The Kraft Heinz Foundation goals | | | | | 20 | | |
| | o
Achievement of ethics and compliance targets | | | | | 20 | | |
| | •
Attract and Retain Kraft Heinz Talent | | | o
Improvement in global legal engagement score and reduction in global legal turnover | | | | | 10 | | |
| |
| 2024 Proxy Statement | 74 |
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Compensation Discussion and Analysis
NEO
To align the PBP payouts earned by the other NEOs (not including the CEO) with our compensation program goals as set forth above, upon recommendation of the CEO, the Compensation Committee may approve a one-time increase or decrease of up to 20% of the NEO’s PBP payout earned, taking into account special circumstances or performance in the applicable year.
Payout EarnedIn our 20212023 fiscal year, the Compensation Committee approved the following PBP payouts earned for each of our NEOs:
| | Name | | | Base Salary for
PBP
Calculation
($) | | | Target Award
Opportunity
(%) | | | Financial
Multiplier
(%) | | | Individual
Performance
Score
(%) | | | PBP Payout
Earned
($) | |
| | Mr. Patricio | | | | | 1,000,000 | | | | | | 300 | | | | | | 94 | | | | | | 102 | | | | | | 2,875,193 | | |
| | Mr. Basilio | | | | | 750,000 | | | | | | 250 | | | | | | 94 | | | | | | 90 | | | | | | 1,582,917 | | |
| | Mr. Abrams-Rivera | | | | | 800,000 | | | | | | 200 | | | | | | 98 | | | | | | 84 | | | | | | 1,312,407 | | |
| | Ms. La Lande | | | | | 650,000 | | | | | | 150 | | | | | | 94 | | | | | | 95 | | | | | | 1,041,920(a) | | |
| | Mr. Oliveira(b) | | | | | 780,100 | | | | | | 225 | | | | | | 95 | | | | | | 94 | | | | | | 1,742,725(c) | | |
(a)
The Compensation Committee approved a one-time increase of 20% to Ms. La Lande’s PBP payout earned to reward her for her efforts related to significant legal matters.
(b)
Mr. Oliveira’s base salary and cash bonus are paid in British pounds (£). The figures in this table reflect the U.S. dollar equivalent of the base salary and PBP payout earned for Mr. Oliveira at the time PBP payout amounts are approved by the Compensation Committee in January 2022.
(c)
The Compensation Committee approved a one-time increase of 10% to Mr. Oliveira’s PBP payout earned to reward him for his efforts related to evolution of the people engagement strategy and improvement in engagement survey results in the International zone.
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Compensation Discussion and Analysis
| | Base Salary for | Target Award | Financial | Individual | PBP Payout |
| | PBP Calculation | Opportunity | Multiplier | Performance Score | Earned(a) |
| Name | ($) | (%) | (%) | (%) | ($) |
| Mr. Patricio | 1,100,000 | 300 | 120 | 85 | 3,367,980 |
| Mr. Maciel(b) | 712,500 | 196.2 | 120 | 87 | 1,466,974 |
| Mr. Abrams-Rivera | 800,000 | 225 | 120 | 87 | 2,257,373 |
| Ms. La Lande | 700,000 | 150 | 120 | 89 | 1,122,660 |
| Mr. Oliveira(c) | 721,250 | 225 | 113.20 | 91 | 1,667,099 |
| (a) | Payout calculations are interpolated between minimum, target, and maximum. |
| (b) | Mr. Maciel’s base salary and target award opportunity for PBP calculation are prorated due to the timing of his compensation changes in February 2023. |
| (c) | Mr. Oliveira’s base salary and cash bonus are paid in British pounds (£). The figures in this table reflect the U.S. dollar equivalent of the base salary and PBP payout earned for Mr. Oliveira at the time PBP payout amounts are approved by the Compensation Committee in February 2024 using an exchange rate of $1 to £0.80. |
Bonus Swap Program
Investment PlanAs part of our commitment to fostering an ownership mentality and driving long-term wealth creation for our employees, and to align employees’ interests with stockholders’ interests and drive stockholder value, we offer certain employees, including our NEOs, the opportunity to participate in aour voluntary, annual bonus swapBonus Investment Plan. Our Bonus Investment Plan plays an important role in aligning our employees’ goals with our stockholders, and, through the equity match feature for re-invested compensation, tying short-term compensation with our long-term growth and strategy. It also operates as an employee retention tool since participants must hold their purchased shares for the three-year vesting period of the matching shares. Since the investment opportunity is tied to the level of PBP achievement, participation provides the potential for top quartile total compensation when top quartile relative performance is achieved.
This unique program (the “Bonus Swap Program”).is designed to drive performance and aligns with our belief in meritocracy and commitment to offering competitive compensation. Under the Bonus Swap Program,plan, eligible employees can elect to invest a portion of their earned annual PBP payout earned inbonus toward the purchase of shares of our commonCompany stock (“Investment Shares”) and leverage that investment through. The Company will then grant a matching contribution in the issuanceform of matching grants of RSUsRestricted Stock Units (“Matching RSUs”). based on a contribution formula. The Matching RSUs will cliff vest in full 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 Bonus Swap Program,plan, eligible employees can 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. In 2021, Mr. Patricio could electThe Matching RSUs are calculated as a swap election percentagemultiple based on a level of 25% or 50%. Mr. Patricio’s investment options are grandfathered to historic investment levels to maintain35% of the 50% investment option for him as our CEO. Mr. Patricio’s participation in the Bonus Swap Program increases his total investment in Kraft Heinz and reinforces Kraft Heinz’s compensation program objectives and philosophy, further aligning Mr. Patricio’s interests with those of our stockholders and driving long-term growth.
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 bonus swap election percentage, divided by the closing price of our stock on the bonus swapplan effective date:
CALCULATED NET BONUS X 35% = NUMBER OF INVESTMENT SHARES CLOSING STOCK PRICE
| |
| 2024 Proxy Statement | 75 |
The number of Matching RSUs a participant receives is calculated as the product of the participant’s gross PBP payout earned, the participant’s bonus swap 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 bonus swapplan effective date:
PBP PAYOUT EARNED X 35% X MULTIPLIER ASSOCIATED WITH LEVEL = NUMBER OF MATCHING RSUs CLOSING STOCK PRICE
Matching RSUs are eligible to receive dividends that are accrued at the dividend payment date in the form of DEUs. When dividends are paid on our common stock, we accrue the value of the dividend and issue a number of DEUs equal to the accrued dividend value. DEUs are subject to the same terms as the original grant of the underlying Matching RSUs.
If a participant sells or otherwise transfers Investment Shares before the related Matching RSUs are vested, he, she, or they will immediately forfeit:
•
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
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Compensation Discussion and Analysis
| ● | 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 2021,2023, our eligible NEOs participated in the Bonus Swap ProgramInvestment Plan as follows, based on 20202022 PBP payouts earned:
| | Name | | | Investment Amount
($) | | | Investment Shares
(#) | | | Matching RSUs
(#) | |
| | Mr. Patricio | | | | | 1,123,200 | | | | | | 30,284 | | | | | | 100,943 | | |
| | Mr. Abrams-Rivera | | | | | 454,793 | | | | | | 12,262 | | | | | | 40,872 | | |
| | Mr. Oliveira | | | | | 426,631 | | | | | | 11,503 | | | | | | 41,827 | | |
| | Investment Amount | Investment Shares | Matching RSUs |
| Name | ($) | (#) | (#) |
| Mr. Patricio | 518,011 | 13,490 | 44,966 |
| Mr. Maciel | 193,588 | 5,042 | 16,804 |
| Mr. Abrams-Rivera | 321,500 | 8,373 | 27,907 |
| Ms. La Lande | 191,226 | 4,980 | 16,599 |
| Mr. Oliveira | 264,698 | 6,894 | 25,066 |
The Compensation Committee believes that the Bonus Swap ProgramInvestment 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 valuevalue.
| |
| 2024 Proxy Statement | 76 |
Annual Equity Awards
Our long-term incentive programs, including annual equity awards and aligning 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 of employees withand those of our stockholders.
Equity Awards
ANNUAL AWARDS
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 2021,2023, in order to further retain, engage, and motivate top talent and align the interests of management with those of our stockholders, we issued PSUs RSUs, and stock optionsRSUs to employees at the Director level and above, including alleach of our NEOs except Mr. Patricio.NEOs. The Compensation Committee believes thatbaseline equity award was granted using a mix of 70% PSUs and 30% RSUs, and stock options provide a significant retention incentive because the underlying value of the award is tied to our stock price and the performance of the Company, which also incentivizes long-term performance and provides additional alignment between the NEOs’ interests and those of our stockholders.
The PSUs, RSUs, and stock options will vest 100%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. | | PSU | RSU | |
| | Award Target | Award Target | Total Annual Award Target |
| Name | ($) | ($) | ($) |
| Mr. Patricio | 3,500,000 | 1,500,000 | 5,000,000 |
| Mr. Maciel | 2,384,000 | 1,022,000 | 3,406,000 |
| Mr. Abrams-Rivera | 3,150,000 | 1,350,000 | 4,500,000 |
| Ms. La Lande | 1,890,000 | 810,000 | 2,700,000 |
| Mr. Oliveira | 2,345,000 | 1,005,000 | 3,350,000 |
| | | | |
PSUs
The number of PSUs that will vest will be based on achievement of a relative TSR target over a performance period from January 1, 20212023, the first day of our 2023 fiscal year, through December 31, 2023 and ranges from 0%27, 2025, the last day of our 2025 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 150%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 award. set above market median.
| |
| 2024 Proxy Statement | 77 |
The Company will compare achieved TSR over that period versus the companies identified in the 2023 performance peer group described above using the following calculation. Achievement is calculated on a linear basis. We calculate TSR using average stock price and dividends paid in (i) the last three fiscal months at end of the assessed period and (ii) three fiscal months in the period immediately preceding the beginning of assessed period.
ENDING TSR PRICE - STARTING TSR PRICE + REINVESTED DIVIDENDS = TSR STARTING TSR PRICE
The achieved performance and the number of PSUs earned is based upon the Company’s relative rank among the peer companies at the end of the performance period.
| 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.
| |
| 2024 Proxy Statement | 78 |
| | Name | | | Annual PSU
Award Target
($) | | | Annual RSU
Award Target
($) | | | Annual Stock
Option
Award Target
($) | | | Total Annual
Award Target
($) | |
| | Mr. Patricio | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | Mr. Basilio | | | | | 375,000 | | | | | | 375,000 | | | | | | 187,500 | | | | | | 937,500 | | |
| | Mr. Abrams-Rivera | | | | | 400,000 | | | | | | 400,000 | | | | | | 200,000 | | | | | | 1,000,000 | | |
| | Ms. La Lande | | | | | 260,000 | | | | | | 260,000 | | | | | | 130,000 | | | | | | 650,000 | | |
| | Mr. Oliveira | | | | | 381,300 | | | | | | 381,300 | | | | | | 190,700 | | | | | | 953,300 | | |
Additional information about the annual PSUs, RSUs,PSU Performance
2021 PSU PERFORMANCE CONDITIONS CERTIFIED
As described in our 2022 and stock option awards is provided in Executive Compensation Tables—Grants of Plan-Based Awards on page 71 and Executive Compensation Tables—Outstanding Equity Awards at Fiscal Year End beginning on page 73.
MERIT/RETENTION AWARDS
We may grant certain equity awards to employees to reward individual performance, promote retention, and further align2023 Proxy Statements, the employee’s interests with those of stockholders. These awards are given to employees who have shown the highest level of performance and potential for growth, proven delivery of results, and act as owners. In March 2021, we issued PSUs and RSUs to a limited number of employees deemed key to achievement of our long-term goals, including all of our NEOs except Mr. Patricio, in order to place a significant portion of their compensation at risk if performance goals are not achieved.
The Kraft Heinz Company 2022 Proxy Statement|65
Compensation Discussion and Analysis
The PSUs and RSUs will vest 75% on the third anniversary of the grant date and 25% on the fourth anniversary of the grant date. The number of PSUs earned under the grants made on March 1, 2021 (the “2021 PSUs”) were based on achievement of a relative TSR target over a three-year performance period. The Company compared achieved TSR over the performance period versus the 10 companies identified in the performance peer group. In March 2024, the Compensation Committee certified that the performance conditions the 2021 PSUs had been met as follows. The 2021 annual PSUs earned vested 100% on March 1, 2024, and the 2021 merit PSUs earned vested 75% on March 1, 2024, and will vest 25% on March 1, 2025, subject to continued service through such date.| Performance Indicator | Target | Achieved | PSUs Earned |
| TSR relative rank versus 2021 performance peer group | Third Quartile | Third Quartile | 100% |
2022 AND 2023 PSU PERFORMANCE STATUS
As described in our 2023 Proxy Statement, the number of PSUs earned under the grants made on March 1, 2022 (the “2022 PSUs”) will be based on achievement of a relative TSR target (100%) over a three-year performance period from January 1, 2021 through December 31, 2023. 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.
| | Name | | | Merit/Retention
PSU
Award Target
($) | | | Merit/Retention
RSU
Award Target
($) | | | Total
Merit/Retention
Award Target
($) | |
| | Mr. Patricio | | | | | — | | | | | | — | | | | | | | | |
| | Mr. Basilio | | | | | 900,000 | | | | | | 600,000 | | | | | | 1,500,000 | | |
| | Mr. Abrams-Rivera | | | | | 1,500,000 | | | | | | 1,000,000 | | | | | | 2,500,000 | | |
| | Ms. La Lande | | | | | 600,000 | | | | | | 400,000 | | | | | | 1,000,000 | | |
| | Mr. Oliveira | | | | | 600,000 | | | | | | 400,000 | | | | | | 1,000,000 | | |
Additional information about the merit/retention PSUs and RSUs is provided in Executive Compensation Tables—Grants of Plan-Based Awards on page 71 and Executive Compensation Tables—Outstanding Equity Awards at Fiscal Year End beginning on page 73.2021 PSU Actions
2017 and 2018 PSU Forfeitures
In December 2021,period. The Company will compare achieved TSR over the performance period forversus the 10 companies identified in the performance peer group.As described above, the number of PSUs grantedearned under the grants made on March 1, 20172023 (the “2017“2023 PSUs”) will be based on achievement of relative TSR (40%), Organic Net Sales CAGR (30%), and March 1, 2018 (the “2018 PSUs”Cumulative Free Cash Flow (30%) ended without the establishedtargets over a three-year performance thresholds having been met. As a result, all PSUs granted under these awards were forfeited.
In January 2017, the Compensation Committee established fiscal year 2019 PBP EBITDA as the performance indicator for the 2017 PSU awards. In March 2018, the Committee amended the 2017 PSU awards to extendperiod. The Company will compare achieved TSR over the performance period and provideversus the 13 companies identified in the performance peer group.The levels of TSR performance for partial payoutthe awards, calculated based upon an ending date of December 30, 2023, were:
Relative Rank Percent PSUs earned Top Quartile 150% Third Quartile 100% Second Quartile 50% Bottom Quartile 0% 2022 PSUs Performance Period: January 2022 - December 2024 KHC Relative Rank Percent PSUs earned 80th Percentile 150% 60th Percentile 100% 25th Percentile 25% Below 25th Percentile 0% 2023 PSUs Performance Period: January 2023 - December 2025 KHC
The Kellogg Company has been a part of the PSU awards for threshold PBP EBITDA growth achievement in fiscal years 2020 orTSR performance peer group since 2021. For threshold achievement in fiscal year 2020, the PSU awards would pay out with a 35% penalty to the original grant amount; for threshold achievement in fiscal year 2021, the PSU awards would pay out with a 40% penalty to the original grant amount. Because achievement was below threshold, all PSU awards were forfeited.
In January 2018, the Compensation Committee established fiscal year 2020 PBP EBITDA as the performance indicator for the 2018 PSU awards. In addition, in the event the threshold was not met by the end of the 2020 performance period, the awards provided for the target2023, Kellogg Company split into two publicly traded companies: Kellanova and threshold to roll over to fiscal year 2021. For threshold achievement in fiscal year 2021, the PSU awards would pay out with a 20% penalty to the original grant amount. Because achievement was below threshold, all PSU awards were forfeited.
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Compensation Discussion and Analysis
2019 PSU Performance Conditions Certified
The performance periods for the PSUs granted on August 16, 2019 and, for Mr. Abrams-Rivera, on March 2, 2020 (the “2019 PSUs”) ended with achievement as follows:
| | Portion of
Award | | | Performance Period | | | Performance
Indicator | | | Target | | | Actual | | | Achievement Score | |
| | By Indicator | | | Total | |
| | 50% | | | July 2019 to June 2020 | | | 65% PBP EBITDA | | | $5.700 billion | | | $6.242 billion | | | 100.0% | | | 100% | |
| | | | | | | | 35% cash conversion | | | 70% | | | 88% | | | 100.0% | |
| | 50% | | | July 2020 to June 2021 | | | 65% PBP EBITDA | | | $5.700 billion | | | $6.664 billion | | | 100.0% | | | 100% | |
| | | | | | | | 35% cash conversion | | | 70% | | | 79% | | | 100.0% | |
In December 2019, the Compensation Committee established performance indicators of 65% PBP EBITDA and 35% cash conversion. The performance indicators were based 50% each on performance periods of (i) July 2019 to June 2020 and (ii) July 2020 to June 2021.
In August 2021, the Compensation Committee certified that the performance conditions of the 2019 PSUs had been met for both performance periods. The 2019 PSUs vested 50% on August 16, 2021 for executive officers other than Mr. Abrams-Rivera and 50% on March 2, 2022 for Mr. Abrams-Rivera. The unvested units under the 2019 PSUs will vest 50% on August 16, 2022 and 50% on August 16, 2023, except for Mr. Abrams-Rivera, whose unvested units will vest 50% on March 2, 2023 and 50% on March 2, 2024, subject to continued service through the applicable dates.
2020 PSU Performance Conditions Certified
The first performance period for the PSUs granted on June 1, 2020 (the “2020 PSUs”) ended with achievement of 92.1% as follows:
| | Portion of
Award | | | Performance Period | | | Performance
Indicator | | | Target | | | Actual | | | Achievement Score | |
| | By Indicator | | | Total | |
| | 50% | | | Fiscal year ended
December 25, 2021 | | | 80% PBP EBITDA | | | $6.335 billion | | | $6.277 billion | | | 90.1% | | | 92.1% | |
| | Two fiscal years ended
December 25, 2021 | | | 20% cash conversion | | | 70% | | | 83% | | | 100.0% | |
In December 2020, the Compensation Committee established a performance indicator of 80% PBP EBITDA and 20% cash conversion for a performance period of the fiscal year ended December 25, 2021 for 50% of the 2020 PSUs. The Committee established a second performance period for the 2020 PSUs of July 2021 to June 2022.
As described above, in setting our 2021 AOP, the Committee established threshold, target, and maximum achievement levels that accounted for variations in consumption year over year in the United States, Canada, and United Kingdom related to the COVID-19 pandemic. Based upon consumption levels in our 2021 fiscal year, for the first performance period under the 2020 PSUs, the PBP EBITDA target was $6.335 billion.
In March 2022, the Compensation Committee certified that the amended performance conditions of the 2020 PSUs had been met at 92.1% for the first performance period. The 2020 PSUs vest 50% on June 1, 2022, 25% on June 1, 2023, and 25% on June 1, 2024, subject to continued service through the applicable dates.
The Kraft Heinz Company 2022 Proxy Statement|67
Compensation Discussion and Analysis
2022 Executive Compensation Changes
WK Kellogg Co. In connection with the Compensation Committee’s annual compensation review process, in December 2021, the Committee approved an increase in Ms. La Lande’s annual base salary from $650,000 to $700,000 and Mr. Abrams-Rivera’s PBP target award opportunity from 200% to 225%, each effective December 27, 2021, the first business day of our 2022 fiscal year.
In making its decision to increase Ms. La Lande’s base salary,split, the Compensation Committee assessed Ms. La Lande’sapproved the following treatment for the current and any future TSR performance dutiesassessment related to PSUs as Executive Vice President, Global General Counsel, Chief Sustainability and Corporate Affairs Officer, and Corporate Secretary and considered related market data provided by management. In making its decision to increase Mr. Abrams-Rivera’s PBP target award opportunity, the Compensation Committee assessed Mr. Abrams-Rivera’s performance, increase in duties as Executive Vice President and President, North America and considered related market data provided by management. No other compensation changes for our NEOs have been made for 2022.follows:| ● | 2021, 2022, and 2023 awards: We will maintain the original start price calculation based on Kellogg Company and determine the end price based on a combined index of Kellanova and WK Kellogg Co stock, according to the terms of the split (4:1). |
| ● | Future awards: We plan to only include Kellanova. |
| |
| 2024 Proxy Statement | 79 |
Benefits and Perquisites
In addition to base salary, our PBP, and long-term incentive equity grants, we provide certain executive benefit programs to our NEOs, including retirement plan contributions, health and welfare insurance benefits, and certain other limited perquisite benefits.
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 2021,2023, 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.
From 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.2024 Compensation Changes
CEO Compensation Changes
As described above, effective December 31, 2023, the first day of our 2024 fiscal year, Mr. Abrams-Rivera became our CEO. In structuring Mr. Abrams-Rivera’s CEO compensation, the Compensation Committee took into consideration feedback received from stockholders regarding Mr. Patricio’s CEO compensation when he joined the Company in 2019. Among other things, Mr. Abrams-Rivera did not receive any front-loaded equity awards, special enhanced equity grants, or other special incentives related to his elevation to CEO.
The Compensation Committee, in consultation with the compensation consultant, completed an analysis of Mr. Abrams-Rivera’s total direct compensation package and approved the following for 2024. Mr. Abrams-Rivera’s target total compensation is designed to be in the range of peer median:
| Element | 2024 |
| Base Salary | $1,100,000 |
| PBP Target Award Opportunity | 300% |
| Bonus Investment Plan Match | 35% match
2x multiplier |
| Target Equity Award Opportunity | $5,625,000 |
| TARGET TOTAL COMPENSATION(a) | $12,335,000 |
| (a) | Target Total Compensation assumes Mr. Abrams-Rivera participates in the Bonus Investment Plan. |
| |
| 2024 Proxy Statement | 80 |
For additional information regarding perquisite benefitsAdditional 2024 Program Changes
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, including through the following changes effective for our NEOs, see 2024 fiscal year:
| ● | Define Company financial multiplier to better align with market practice and create enhanced transparency and real-time visibility to KPIs. |
| ● | Increase weight of total Company performance for Executive Leadership Team to drive progress against our long-term strategies and deliver enterprise value. |
| ● | Increase weight of total Company performance for individuals within our geographic zones to drive progress against our long-term strategies and reinforce collaboration. |
| ► | Weighted average of three measures: PBP Adjusted Operating Income (60%), PBP Organic Net Sales (30%), and PBP Free Cash Flow Conversion (10%). |
| ► | Global performance increased to 100% from 30%, with zone performance removed. |
| ► | Global performance increased to 40% from 30%, with zone performance decreased from 70% to 60%. |
Other Compensation Tables—Summary Compensation Table on page 70.
Policies and PracticesOfficer 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:
 | Role
 | | | Minimum Ownership
| | | Compliance Period
|  |
Role | CEOMinimum Ownership | | Compliance Period |
| CEO | •••••llllll | 6x BASE SALARY | | 5x Base Salary
| | | 5 years from appointment to a
|
| Other NEOs | lll | 3x BASE SALARY | position subject to the
guidelines | |
| Other NEOs | | | ••• | | | 3x Base Salary
| |
NEOs have five years from the date of their appointment to a position subject to the guidelines to meet the stock ownership requirement. All of our current NEOs have met their ownership requirements. RSUs, DEUs accrued on RSUs (including Matching RSUs), stock equivalents in savings plans or deferred compensation plans, and shares held
68|ir.kraftheinzcompany.com
Compensation Discussion and Analysis
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 Kraft Heinz Stock—Directors and Officers beginning on page 46.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; |
| |
| 2024 Proxy Statement | 81 |
| ● | 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 Anti-Hedging, and Anti-Pledging Policies
PolicyWe maintain a clawback policy that applies to our employees (including our NEOs and other executive officers). UnderEffective 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 at the discretion of the Compensation Committee, be subject to forfeiture and/or repayment to us at the discretion of the Compensation Committee or to the extent required to comply with any requirements imposed underby 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.
Our Insider Trading Policy also limits the timing and types of transactions in Kraft Heinz securities by our employees (including our NEOs and other executive officers). Among other restrictions, the policy prohibits holding Kraft Heinz securities in a margin account or pledging Kraft Heinz securities as collateral for a loan without advance written notice to the Corporate Secretary. In addition, the policy prohibits short-selling Kraft Heinz securities, transacting in puts, calls, or other derivatives on Kraft Heinz securities, or hedging transactions on Kraft Heinz securities without prior approval from the Corporate Secretary.
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”). Following the enactment of the Tax Cuts and Jobs Act of 2017 in December 2017, Section 162(m) of the Tax Code generally limits our ability to deduct compensation paid to “covered employees” (as(as defined in the Tax Code) to the extent such compensation exceeds $1 million to such employee in any fiscal year.
yearHuman Capital and Compensation Committee Report
The Compensation Committee oversees our compensation programs on behalf of the Board. In fulfilling its oversight responsibilities, the Compensation Committee reviewed and discussed with management the Compensation Discussion and Analysis included in this Proxy Statement. In reliance on that review and discussion, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in our Proxy Statement to be filed with the SEC in connection with our Annual Meeting and incorporated by reference in our Annual Report on Form 10-K for the year ended December 25, 2021,30, 2023, which was filed with the SEC on February 17, 2022.
| HUMAN CAPITAL AND COMPENSATION COMMITTEE | | |
| |  |  |  |  |  |
| | Timothy Kenesey
Chair | Diane Gherson | Elio Leoni Sceti | James Park | John C. Pope |
| |
| 2024 Proxy Statement | 82 |
COMPENSATION COMMITTEE
João M. Castro-Neves, Chair
Alexandre Behring
Timothy Kenesey
Elio Leoni Sceti
John C. Pope
The Kraft Heinz Company 2022 Proxy Statement|69
EXECUTIVE COMPENSATION TABLES
Summary Compensation Table
Name and
Principal Position | | Year | | Salary
($) | | Bonus
($) | | Stock
Awards(1)(2)
($) | | Option
Awards(1)
($) | | Non-Equity
Incentive Plan
Compensation(3)
($) | | Change in
Pension Value
and Nonqualified
Deferred
Compensation
Earnings
($) | | All Other
Compensation(5)
($) | | Total
Compensation
($) |
Miguel Patricio
Chief Executive Officer | | 2023 | | 1,100,000 | | — | | 6,264,792 | | — | | 3,367,980 | | — | | 626,478 | | 11,359,250 |
| | 2022 | | 1,000,000 | | — | | 2,875,162 | | — | | 2,466,720 | | — | | 756,364 | | 7,098,246 |
| | 2021 | | 1,000,000 | | — | | 3,743,976 | | — | | 2,875,193 | | — | | 986,430 | | 8,605,599 |
Andre Maciel
Executive Vice President and Global Chief Financial Officer | | 2023 | | 713,462 | | — | | 3,736,930 | | — | | 1,466,974 | | — | | 363,103 | | 6,280,469 |
| | 2022 | | 621,124 | | — | | 3,325,720 | | 16,714 | | 921,848 | | — | | 345,449 | | 5,230,855 |
| | | | | | | | | | | | | | | | | | |
Carlos Abrams-Rivera
President, Kraft Heinz | | 2023 | | 800,000 | | — | | 5,155,982 | | — | | 2,257,373(4) | | — | | 488,026 | | 8,701,381 |
| | 2022 | | 800,000 | | — | | 6,545,766 | | 33,422 | | 1,530,952 | | — | | 677,209 | | 9,587,349 |
| | 2021 | | 800,000 | | — | | 5,600,717 | | 35,917 | | 1,312,407 | | — | | 616,217 | | 8,365,258 |
Rashida La Lande
Executive Vice President,
Global General Counsel, and Chief Sustainability and Corporate Affairs Officer | | 2023 | | 700,000 | | — | | 3,088,012 | | — | | 1,122,660 | | — | | 268,596 | | 5,179,268 |
| | 2022 | | 700,000 | | — | | 4,316,584 | | 23,398 | | 910,602 | | — | | 406,234 | | 6,356,818 |
| | 2021 | | 650,000 | | — | | 1,876,533 | | 23,343 | | 1,041,920 | | — | | 396,782 | | 3,988,578 |
Rafael Oliveira
Executive Vice President and President, International Markets(6) | | 2023 | | 721,250 | | — | | 4,002,748 | | — | | 1,667,099 | | — | | 511,098 | | 6,902,195 |
| | 2022 | | 678,824 | | — | | 3,772,982 | | 32,757 | | 1,340,213 | | — | | 624,477 | | 6,449,253 |
| | 2021 | | 790,411 | | — | | 3,722,360 | | 34,239 | | 1,742,725 | | — | | 665,752 | | 6,955,487 |
| (1) | The amounts shown in this column include the aggregate grant date fair value, computed in accordance with ASC Topic 718, of Matching RSUs, PSUs, RSUs (all Stock Awards), and stock options (Option Awards), as applicable. For a discussion of the assumptions made in the valuation of these awards, see Note 10, Employees’ Stock Incentive Plans, under Item 8, Notes to Consolidated Financial Statements in our 2023 Annual Report. For a discussion of the terms applicable to the Matching RSUs, PSUs, RSUs, and stock options, as well as vesting, forfeiture, and other terms, see above under—Compensation Discussion and Analysis—2023 Executive Compensation Tables | Program. |
(2) | | The amounts reported for stock awards represent the aggregate grant date fair value of stock awards in accordance with the accounting guidance on share-based payments. For a discussion of the assumptions and methodologies used in calculating the grant date fair value of these awards, see see Note 10, Employees’ Stock Incentive Plans, under Item 8, Notes to Consolidated Financial Statements in our 2023 Annual Report. For 2023, the amounts reported in this column represent the grant date fair value of PSU awards. The maximum grant recipients may earn is up to 150% of the target number of PSUs granted. The maximum for Mr. Patricio is 4,557,118; for Mr. Maciel is 3,104,576; for Mr. Abrams-Rivera 4,101,486; for Ms. La Lande is 2,460,902; for Mr. Oliveira is 3,052,928. |
(3) | The 2023 amounts shown in this column reflect compensation earned for 2023 performance under our PBP. The bonuses were paid to each NEO in the first quarter of 2024 in cash or shares of stock pursuant to our Bonus Investment Plan. |
| (4) | In connection with Mr. Abrams-Rivera’s elevation to President, Kraft Heinz in August 2023, the Compensation Committee approved a special bonus equal to 20% of Mr. Abrams-Rivera’s 2023 actual bonus, which was paid to him in March 2024. |
| (5) | The following table sets forth a detailed breakdown of the items that compromise “All Other Compensation” for 2023: |
| |
| 2024 Proxy Statement | | | | 83 |
Summary Compensation Table
| | Name and Principal Position | | | Year | | | Salary
($) | | | Bonus
($) | | | Stock
Awards(1)
($) | | | Option
Awards
($) | | | Non-Equity
Incentive Plan
Compensation(2)
($) | | | Change in
Pension Value
and Nonqualified
Deferred
Compensation
Earnings
($) | | | All Other
Compensation(3)
($) | | | Total
Compensation
($) | |
| | Miguel Patricio
Chief Executive Officer | | | | | 2021 | | | | | | 1,000,000 | | | | | | — | | | | | | 3,743,976 | | | | | | — | | | | | | 2,875,193 | | | | | | — | | | | | | 986,430 | | | | | | 8,605,599 | | |
| | | | 2020 | | | | | | 1,000,000 | | | | | | — | | | | | | 360,783 | | | | | | — | | | | | | 3,744,000 | | | | | | — | | | | | | 1,035,348 | | | | | | 6,140,131 | | |
| | | | 2019 | | | | | | 500,000 | | | | | | 1,000,000 | | | | | | 40,746,195 | | | | | | — | | | | | | 360,807 | | | | | | — | | | | | | 690,478 | | | | | | 43,297,480 | | |
| | Paulo Basilio
Executive Vice President and
Global Chief Financial Officer *Strategic Advisor as of
March 2, 2022 | | | | | 2021 | | | | | | 750,000 | | | | | | — | | | | | | 2,778,450 | | | | | | 33,673 | | | | | | 1,582,917 | | | | | | — | | | | | | 583,944 | | | | | | 5,728,984 | | |
| | | | 2020 | | | | | | 750,000 | | | | | | 750,000 | | | | | | 2,107,510 | | | | | | — | | | | | | 2,165,625 | | | | | | — | | | | | | 622,817 | | | | | | 6,395,952 | | |
| | | | 2019 | | | | | | 750,000 | | | | | | — | | | | | | 13,556,182 | | | | | | — | | | | | | 780,000 | | | | | | — | | | | | | 283,212 | | | | | | 15,369,394 | | |
| | Carlos Abrams-Rivera
Executive Vice President and
President, North America | | | | | 2021 | | | | | | 800,000 | | | | | | — | | | | | | 5,600,717 | | | | | | 35,917 | | | | | | 1,312,407 | | | | | | — | | | | | | 616,217 | | | | | | 8,365,258 | | |
| | | | 2020 | | | | | | 723,077 | | | | | | 1,000,000 | | | | | | 10,326,872 | | | | | | 382,151 | | | | | | 2,165,680 | | | | | | — | | | | | | 427,331 | | | | | | 15,025,111 | | |
| | Rashida La Lande
Executive Vice President, Global General Counsel, and Chief Sustainability and Corporate Affairs Officer; Corporate Secretary | | | | | 2021 | | | | | | 650,000 | | | | | | — | | | | | | 1,876,533 | | | | | | 23,343 | | | | | | 1,041,920 | | | | | | — | | | | | | 396,782 | | | | | | 3,988,578 | | |
| | | | 2020 | | | | | | 650,000 | | | | | | 650,000 | | | | | | 2,612,592 | | | | | | — | | | | | | 1,146,600 | | | | | | — | | | | | | 444,630 | | | | | | 5,503,822 | | |
| | | | 2019 | | | | | | 650,000 | | | | | | — | | | | | | 5,907,815 | | | | | | — | | | | | | 590,000 | | | | | | — | | | | | | 233,925 | | | | | | 7,381,740 | | |
| | Rafael Oliveira
Executive Vice President and
President, International
Markets(4) | | | | | 2021 | | | | | | 790,411 | | | | | | — | | | | | | 3,722,360 | | | | | | 34,239 | | | | | | 1,742,725 | | | | | | — | | | | | | 665,752 | | | | | | 6,955,487 | | |
| | | | 2020 | | | | | | 734,572 | | | | | | 587,516 | | | | | | 3,473,873 | | | | | | — | | | | | | 1,989,892 | | | | | | — | | | | | | 556,372 | | | | | | 7,342,225 | | |
| | | | 2019 | | | | | | 611,467 | | | | | | — | | | | | | 9,836,855 | | | | | | — | | | | | | 389,401 | | | | | | — | | | | | | 251,917 | | | | | | 11,089,640 | | |
| Name | | Matching
Contribution to
Kraft Heinz 401(k)
($) | | DEUs Accrued
on All Dividend
Eligible RSUs
($) | | Insurance
Coverage(a)
($) | | Relocation
Expenses
($) | | Housing
Stipend and
Expenses
($) | | Commuting
Expenses
($) | | Tax Support
and
Payments
($) | | Total
($) |
| |
| |
| |
| Mr. Patricio | | 23,100 | | 581,170 | | 1,631 | | — | | — | | 20,577 | | — | | 626,478 |
| Mr. Maciel | | 23,100 | | 239,068 | | 1,168 | | — | | — | | — | | 99,767 | | 363,103 |
| Mr. Abrams-Rivera | | 11,650 | | 465,485 | | 1,631 | | 9,261(b) | | — | | — | | — | | 488,026 |
| Ms. La Lande | | 13,200 | | 227,657 | | 1,128 | | — | | — | | 26,612 | | — | | 268,596 |
| Mr. Oliveira | | 50,488(c) | | 420,841 | | 14,735 | | — | | — | | — | | 25,034 | | 511,098 |
| (a) | Reflects basic life and accidental death and dismemberment insurance coverages. |
| (b) | Reflects taxable and non-taxable reimbursement of costs associated with relocation expenses. |
| (c) | Reflects a matching contribution to the U.K. contribution scheme, paid in British pounds (£) and converted to U.S. dollars ($) as described below. |
| (6) | Mr. Oliveira’s base salary, bonus, contributions to the U.K. contribution scheme, and life insurance coverage are paid in British pounds (£). The amounts shown are calculated using an exchange rate of $1 to £0.80, which is the 12-month average exchange rate for the 2023 calendar year rounded to the nearest £0.01. |
| |
| 2024 Proxy Statement | 84 |
The amounts shown in this column include the aggregate grant date fair value, computed in accordance with ASC Topic 718, of Matching RSUs, PSUs, RSUs, and stock options. For a discussion of the assumptions made in the valuation of these awards, see Note 11, Employees’ Stock Incentive Plans, of the Notes to Consolidated Financial Statements in Item 8 to our Annual Report on Form 10-K for the year ended December 25, 2021. For a discussion of the terms applicable to the Matching RSUs, PSUs, and RSUs as well as vesting, forfeiture, and other terms, see Compensation Discussion and Analysis—2021 Executive Compensation Program beginning on page 57.
(2)
The 2021 amounts shown in this column reflect compensation earned for 2021 performance under our PBP. The bonuses were paid to each NEO after the end of 2021 in cash or shares of stock pursuant to our Bonus Swap program.
(3)
The following table sets forth a detailed breakdown of the items which compromise “All Other Compensation” for 2021:
| | Name | | | Matching
Contribution to
Kraft Heinz
401(k)
($) | | | DEUs
Accrued on
All Dividend
Eligible
RSUs
($) | | | Basic Life
Insurance
Coverage
($) | | | Housing
Stipend and
Expenses
($) | | | Commuting
Expenses
($) | | | Tax
Support
and
Payments
($) | | | Total
($) | |
| | Mr. Patricio | | | | | 20,300 | | | | | | 964,714 | | | | | | 1,416 | | | | | | — | | | | | | — | | | | | | — | | | | | | 986,430 | | |
| | Mr. Basilio | | | | | 20,300 | | | | | | 562,582 | | | | | | 1,062 | | | | | | — | | | | | | — | | | | | | — | | | | | | 583,944 | | |
| | Mr. Abrams-Rivera | | | | | 16,536 | | | | | | 511,660 | | | | | | 1,133 | | | | | | 77,993(a) | | | | | | 8,895 | | | | | | — | | | | | | 616,217 | | |
| | Ms. La Lande | | | | | 4,000 | | | | | | 282,791 | | | | | | 920 | | | | | | 109,071(b) | | | | | | — | | | | | | | | | | | | 396,782 | | |
| | Mr. Oliveira | | | | | 55,329(c) | | | | | | 558,385 | | | | | | 14,016 | | | | | | — | | | | | | — | | | | | | 38,022 | | | | | | 665,752 | | |
(a)
Reflects taxable reimbursement of costs associated with a housing stipend.
(b)
Reflects taxable reimbursement of costs associated with a household goods move ($6,450) and a housing stipend ($102,621).
(c)
Reflects a matching contribution to the U.K. contribution scheme, paid in British pounds (£).
(4)
Mr. Oliveira’s base salary, bonus, contributions to the U.K. contribution scheme, and life insurance coverage are paid in British pounds (£). The amounts shown are calculated using an exchange rate of $1 to £0.73, which is the 12-month average exchange rate for the 2021 calendar year rounded to the nearest £0.01.
70|ir.kraftheinzcompany.com
Executive Compensation Tables
Grants of Plan-Based Awards
The following table sets forth information regarding the grant of plan-based awards for each of the NEOs in our 20212023 fiscal year.
| | | | | | | | | | | Estimated Future Payouts Under
Non-Equity Incentive Plan Awards | | | Estimated Future Payouts
Under Equity Incentive Plan
Awards | | | All Other
Stock
Awards:
Number of
Shares of
Stock or
Units
(#) | | | All Other
Option Awards:
Number of
Securities
Underlying
Options
(#) | | | Exercise
Price of
Option
Awards
($/Share) | | | Grant Date
Fair Value
of Stock
and Option
Awards
($) | |
| | Name | | | Grant Date | | | Grant Type | | | Threshold
($) | | | Target
($) | | | Maximum
($) | | | Threshold
($) | | | Target
($) | | | Maximum
($) | |
| | Mr. Patricio | | | | | | PBP(1) | | | | | 105,000 | | | | | | 3,000,000 | | | | | | 4,140,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 3/1/2021 | | | Matching
RSUs | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 100,943 | | | | | | | | | | | | | | | | | | 3,743,976 | | |
| | Mr. Basilio | | | | | | PBP(1) | | | | | 65,625 | | | | | | 1,875,000 | | | | | | 2,587,500 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 3/1/2021 | | | PSUs(4)
(annual) | | | | | | | | | | | | | | | | | | | | | | | 5,056 | | | | | | 10,111 | | | | | | 15,167 | | | | | | | | | | | | | | | | | | | | | | | | 356,615 | | |
| | 3/1/2021 | | | PSUs(4)
(merit/
retention) | | | | | | | | | | | | | | | | | | | | | | | 12,133 | | | | | | 24,266 | | | | | | 36,399 | | | | | | | | | | | | | | | | | | | | | | | | 845,670 | | |
| | 3/1/2021 | | | Options
(annual) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 5,056 | | | | | | 37.09 | | | | | | 33,673 | | |
| | 3/1/2021 | | | RSUs
(annual) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 10,111 | | | | | | | | | | | | | | | | | | 375,017 | | |
| | 3/1/2021 | | | RSUs
(merit/
retention) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 16,177 | | | | | | | | | | | | | | | | | | 600,005 | | |
| | Mr. Abrams-Rivera | | | | | | PBP(2) | | | | | 16,800 | | | | | | 1,600,000 | | | | | | 2,208,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 3/1/2021 | | | Matching
RSUs | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 40,872 | | | | | | | | | | | | | | | | | | 1,515,942 | | |
| | 3/1/2021 | | | PSUs(4)
(annual) | | | | | | | | | | | | | | | | | | | | | | | 5,393 | | | | | | 10,785 | | | | | | 16,178 | | | | | | | | | | | | | | | | | | | | | | | | 380,387 | | |
| | 3/1/2021 | | | PSUs(4)
(merit/
retention) | | | | | | | | | | | | | | | | | | | | | | | 20,222 | | | | | | 40,443 | | | | | | 60,665 | | | | | | | | | | | | | | | | | | | | | | | | 1,409,439 | | |
| | 3/1/2021 | | | Options
(annual) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 5,393 | | | | | | 37.09 | | | | | | 35,917 | | |
| | 3/1/2021 | | | RSUs
(annual) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 10,785 | | | | | | | | | | | | | | | | | | 400,016 | | |
| | 3/1/2021 | | | RSUs
(merit/
retention) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 26,962 | | | | | | | | | | | | | | | | | | 1,000,021 | | |
| | Ms. La Lande | | | | | | PBP(1) | | | | | 73,125 | | | | | | 975,000 | | | | | | 1,345,500 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 3/1/2021 | | | PSUs (4)
(annual) | | | | | | | | | | | | | | | | | | | | | | | 3,505 | | | | | | 7,010 | | | | | | 10,515 | | | | | | | | | | | | | | | | | | | | | | | | 247,243 | | |
| | 3/1/2021 | | | PSUs(4)
(merit/
retention) | | | | | | | | | | | | | | | | | | | | | | | 8,089 | | | | | | 16,177 | | | | | | 24,266 | | | | | | | | | | | | | | | | | | | | | | | | 563,768 | | |
| | 3/1/2021 | | | Options
(annual) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 3,505 | | | | | | 37.09 | | | | | | 23,343 | | |
| | 3/1/2021 | | | RSUs
(annual) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 7,010 | | | | | | | | | | | | | | | | | | 260,001 | | |
| | 3/1/2021 | | | RSUs
(merit/
retention) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 10,785 | | | | | | | | | | | | | | | | | | 400,016 | | |
| | Mr. Oliveira | | | | | | PBP(3) | | | | | 18,673 | | | | | | 1,778,425 | | | | | | 2,454,226 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 3/1/2021 | | | Matching
RSUs | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 41,827 | | | | | | | | | | | | | | | | | | 1,551,363 | | |
| | 3/1/2021 | | | PSUs(4)
(annual) | | | | | | | | | | | | | | | | | | | | | | | 5,141 | | | | | | 10,282 | | | | | | 15,423 | | | | | | | | | | | | | | | | | | | | | | | | 362,646 | | |
| | 3/1/2021 | | | PSUs(4)
(merit/
retention) | | | | | | | | | | | | | | | | | | | | | | | 8,089 | | | | | | 16,177 | | | | | | 24,266 | | | | | | | | | | | | | | | | | | | | | | | | 563,768 | | |
| | 3/1/2021 | | | Options
(annual) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 5,141 | | | | | | 37.09 | | | | | | 34,239 | | |
| | 3/1/2021 | | | RSUs
(annual) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 10,282 | | | | | | | | | | | | | | | | | | 381,359 | | |
| | 3/1/2021 | | | RSUs
(merit/
retention) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 10,785 | | | | | | | | | | | | | | | | | | 400,016 | | |
| Name | | Grant
Date | | Estimated Future Payouts Under
Non-Equity Incentive Plan Awards | | Estimated Future Payouts Under
Equity Incentive Plan Awards | | All Other
Stock
Awards:
Number
of Shares
of Stock
or Units
(#) | | All Other
Option
Awards:
Number
of
Securities
Underlying
Options
(#) | | Exercise
Price of
Option
Awards
($/Share) | | Grant
Date Fair
Value of
Stock and
Option
Awards
($) |
| | | Grant
Type | | Threshold
($) | | Target
($) | | Maximum
($) | | Threshold
($) | | Target
($) | | Maximum
($) | | | | |
| Mr. Patricio | | | | PBP(1) | | 165,000 | | 3,300,000 | | 4,356,000 | | | | | | | | | | | | | | |
| | | 3/01/2023 | | Matching RSUs | | | | | | | | | | | | | | 44,966 | | | | | | 1,726,694 |
| | | 3/01/2023 | | PSUs(4) | | | | | | | | 22,787 | | 91,146 | | 136,719 | | | | | | | | 3,038,078 |
| | | 3/01/2023 | | RSUs | | | | | | | | | | | | | | 39,063 | | | | | | 1,500,019 |
| Mr. Maciel | | | | PBP(1) | | 72,500 | | 1,450,000 | | 1,914,000 | | | | | | | | | | | | | | |
| | | 3/01/2023 | | Matching RSUs | | | | | | | | | | | | | | 16,804 | | | | | | 645,274 |
| | | 3/01/2023 | | PSUs(4) | | | | | | | | 15,524 | | 62,094 | | 93,141 | | | | | | | | 2,069,717 |
| | | 3/01/2023 | | RSUs | | | | | | | | | | | | | | 26,613 | | | | | | 1,021,939 |
| Mr. Abrams-Rivera | | | | PBP(2) | | 27,000 | | 1,800,000 | | 2,376,000 | | | | | | | | | | | | | | |
| | 3/01/2023 | | Matching RSUs | | | | | | | | | | | | | | | | | | | | |
| | 3/01/2023 | | PSUs(4) | | | | | | | | | | | | | | 27,907 | | | | | | 1,071,629 |
| | | 3/01/2023 | | RSUs | | | | | | | | 20,508 | | 82,033 | | 123,050 | | | | | | | | 2,734,324 |
| | | | | | | | | | | | | | | | | | | 35,157 | | | | | | 1,350,029 |
| Ms. La Lande | | | | PBP(1) | | 52,500 | | 1,050,000 | | 1,386,000 | | | | | | | | | | | | | | |
| | | 3/01/2023 | | Matching RSUs | | | | | | | | | | | | | | | | | | | | |
| | | 3/01/2023 | | PSUs(4) | | | | | | | | | | | | | | 16,599 | | | | | | 637,402 |
| | | 3/01/2023 | | RSUs | | | | | | | | 12,305 | | 49,220 | | 73,830 | | | | | | | | 1,640,601 |
| | | | | | | | | | | | | | | | | | | 21,094 | | | | | | 810,010 |
| Mr. Oliveira | | | | PBP(3) | | 24,342 | | 1,622,813 | | 2,142,113 | | | | | | | | | | | | | | |
| | | 3/01/2023 | | Matching RSUs | | | | | | | | | | | | | | | | | | | | |
| | | 3/01/2023 | | PSUs(4) | | | | | | | | | | | | | | 25,066 | | | | | | 962,534 |
| | | 3/01/2023 | | RSUs | | | | | | | | 15,265 | | 61,061 | | 91,592 | | | | | | | | 2,035,285 |
| | | | | | | | | | | | | | | | | | | 26,170 | | | | | | 1,004,928 |
| (1) | Payments are based on achievement of individual and financial performance goals. For Mr. Patricio, Mr. Maciel, and Ms. La Lande, the financial multiplier was calculated based upon Global PBP EBITDA, which has a Threshold payout level of 50%, and Maximum payout level of 120%. Threshold amounts also reflect a minimum individual performance score of 10%, while Target amounts reflect an individual performance score of 100%, and Maximum amounts reflect an individual performance score of 110%. Annual incentive award payments were made in cash to each NEO after the end of 2023 based on actual results achieved. Actual amounts earned are reflected in the Summary Compensation Table. |
| (2) | Payment is based on achievement of individual and financial performance goals and will receive a weighted average on financial performance of 70% of the North America Zone metrics plus 30% of the global metrics as described above. For Mr. Abrams-Rivera, the North America Zone PBP financial performance goal is based on North America Zone PBP EBITDA, which has a Threshold payout level of 50% and Maximum payout level of 120%. Threshold amounts reflect a minimum financial multiplier of 15% and minimum individual performance score of 10%, while Target amounts reflect an individual performance score of 100%, and Maximum amounts reflect an individual performance score of 110%. Annual incentive award payments were made in cash to each NEO after the end of 2023 based on actual results achieved. Actual amounts earned are reflected in the Summary Compensation Table. |
| (3) | Payment is based on achievement of individual and financial performance goals and will receive a weighted average on financial performance of 70% of the International Zone metrics plus 30% of the global metrics as described above. For Mr. Oliveira, the International Zone PBP financial performance goal is based on International Zone PBP EBITDA, which has a Threshold payout level of 50% and Maximum payout level of 120%. Threshold amounts reflect a minimum financial multiplier of 15% and minimum individual performance score of 10%, while Target amounts reflect an individual performance score of 100%, and Maximum amounts reflect an individual performance score of 110%. Annual incentive award payments were made in cash to each NEO after the end of 2023 based on actual results achieved. Actual amounts earned are reflected in the Summary Compensation Table. |
| (4) | Granted under the 2020 Omnibus Incentive Plan. The performance metric was approved by the Compensation Committee on February 9, 2023. The Target number of shares shown in the table reflects the number of shares of common stock that will be earned if each of the performance metrics are achieved at target levels by December 27, 2025. Actual shares awarded will vest 75% on the third anniversary of the grant date and the final 25% will vest on the fourth anniversary of the grant date. The performance target is three-year average TSR performance relative to the performance peer group. Dividends are not earned on the PSUs. |
| |
| 2024 Proxy Statement | 85 |
The Kraft Heinz Company 2022 Proxy Statement|71
Executive Compensation Tables
(1)
Payments are based on achievement of individual and financial performance goals. For Mr. Patricio, Mr. Basilio, and Ms. La Lande, the financial multiplier was calculated based upon Global PBP EBITDA, which has a Threshold payout level of 50%, and Maximum payout level of 120%. Threshold amounts also reflect a minimum individual performance score of 7%, while Target amounts reflect an individual performance score of 100%, and Maximum amounts reflect an individual performance score of 115%. Annual incentive award payments were made in cash to each NEO after the end of 2021 based on actual results achieved. Actual amounts earned are reflected in the Summary Compensation Table on page 70.
(2)
Payment is based on achievement of individual and financial performance goals and will receive a weighted average on financial performance of 70% of the U.S. Zone metrics plus 30% of the global metrics as described above. For Mr. Abrams-Rivera, the U.S. Zone PBP financial performance goal is based on U.S. Zone PBP EBITDA, which has a Threshold payout level of 50% and Maximum payout level of 120%. Threshold amounts reflect a minimum financial multiplier of 15% and minimum individual performance score of 7%, while Target amounts reflect an individual performance score of 100%, and Maximum amounts reflect an individual performance score of 115%. Annual incentive award payments were made in cash to each NEO after the end of 2021 based on actual results achieved. Actual amounts earned are reflected in the Summary Compensation Table on page 70.
(3)
Payment is based on achievement of individual and financial performance goals and will receive a weighted average on financial performance of 70% of the International Zone metrics plus 30% of the global metrics as described above. For Mr. Oliveira, the International Zone PBP financial performance goal is based on International Zone PBP EBITDA, which has a Threshold payout level of 50% and Maximum payout level of 120%. Threshold amounts reflect a minimum financial multiplier of 15% and minimum individual performance score of 7%, while Target amounts reflect an individual performance score of 100%, and Maximum amounts reflect an individual performance score of 115%. Annual incentive award payments were made in cash to each NEO after the end of 2021 based on actual results achieved. Actual amounts earned are reflected in the Summary Compensation Table on page 70.
(4)
Granted under the 2020 Omnibus Incentive Plan. The performance metric was approved by the Compensation Committee on January 20, 2021. 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 31, 2023. Actual shares awarded will vest 100% on the third anniversary of the grant date. The performance target is three-year average TSR performance relative to the performance peer group. Dividends are not earned on the PSUs.
72|ir.kraftheinzcompany.com
Executive Compensation Tables
Outstanding Equity Awards at Fiscal Year End
The following table sets forth each NEO’s outstanding equity awards as of the end of our 20212023 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. Patricio | | | 3/1/2021 | | | Matching RSUs | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 105,258(2) | | | | | | 3,710,345 | | | | | | | | | | | | | | |
| | 3/2/2020 | | | Matching RSUs | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 15,235(2) | | | | | | 537,034 | | | | | | | | | | | | | | |
| | 8/16/2019 | | | PSUs | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 333,564(3) | | | | | | 11,758,131 | | | | | | | | | | | | | | |
| | 8/16/2019 | | | PSUs | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 200,000(4) | | | | | | 7,050,000 | | |
| | 8/16/2019 | | | RSUs | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 333,564(5) | | | | | | 11,758,131 | | | | | | | | | | | | | | |
| | Mr. Basilio | | | 3/1/2021 | | | PSUs | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 10,111(6) | | | | | | 356,413 | | |
| | 3/1/2021 | | | PSUs | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 24,266(7) | | | | | | 855,377 | | |
| | 3/1/2021 | | | RSUs | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 10,543(8) | | | | | | 371,641 | | | | | | | | | | | | | | |
| | 3/1/2021 | | | RSUs | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 16,868(9) | | | | | | 594,597 | | | | | | | | | | | | | | |
| | 3/1/2021 | | | Stock Options | | | | | | | | | | | 5,056(10) | | | | | | 37.09 | | | | | | 3/1/2031 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 6/1/2020 | | | RSUs | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 32,952(11) | | | | | | 1,161,558 | | | | | | | | | | | | | | |
| | 3/2/2020 | | | Matching RSUs | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 49,408(2) | | | | | | 1,741,632 | | | | | | | | | | | | | | |
| | 8/16/2019 | | | PSUs | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 118,964(3) | | | | | | 4,161,756 | | | | | | | | | | | | | | |
| | 8/16/2019 | | | RSUs | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 20,846(12) | | | | | | 734,822 | | | | | | | | | | | | | | |
| | 8/16/2019 | | | RSUs | | | | | | | | | | | | | | | | | | | | | | | | | | | �� | | 133,432(5) | | | | | | 4,703,161 | | | | | | | | | | | | | | |
| | 3/1/2018 | | | RSUs | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 74,700(13) | | | | | | 2,633,175 | | | | | | | | | | | | | | |
| | 3/1/2017 | | | Matching RSUs | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 20,452(2) | | | | | | 720,933 | | | | | | | | | | | | | | |
| | 8/20/2015 | | | Stock Options | | | | | 134,681 | | | | | | | | | | | | 74.25 | | | | | | 8/20/2025 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 2/12/2015 | | | Matching
Options | | | | | 41,377(14) | | | | | | | | | | | | 30.46 | | | | | | 2/12/2025 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 2/14/2014 | | | Matching
Options | | | | | 38,257(14) | | | | | | | | | | | | 22.56 | | | | | | 2/14/2024 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 10/16/2013 | | | Stock Options | | | | | 531,998(14) | | | | | | | | | | | | 22.56 | | | | | | 7/1/2023 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Mr. Abrams-Rivera | | | 3/1/2021 | | | Matching RSUs | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 42,619(2) | | | | | | 1,502,320 | | | | | | | | | | | | | | |
| | 3/1/2021 | | | PSUs | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 10,785(6) | | | | | | 380,171 | | |
| | 3/1/2021 | | | PSUs | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 40,443(7) | | | | | | 1,425,616 | | |
| | 3/1/2021 | | | RSUs | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 11,246(8) | | | | | | 396,422 | | | | | | | | | | | | | | |
| | 3/1/2021 | | | RSUs | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 28,114(9) | | | | | | 991,019 | | | | | | | | | | | | | | |
| | 3/1/2021 | | | Stock Options | | | | | | | | | | | 5,393(10) | | | | | | 37.09 | | | | | | 3/1/2031 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 6/1/2020 | | | RSUs | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 35,149(11) | | | | | | 1,239,002 | | | | | | | | | | | | | | |
| | 6/1/2020 | | | Stock Options | | | | | | | | | | | 82,183(15) | | | | | | 30.42 | | | | | | 6/1/2030 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 3/2/2020 | | | PSUs | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 191,792(16) | | | | | | 6,760,668 | | | | | | | | | | | | | | |
| | 3/2/2020 | | | RSUs | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 211,151(17) | | | | | | 7,443,073 | | | | | | | | | | | | | | |
| | Ms. La Lande | | | 3/1/2021 | | | PSUs | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 7,010(6) | | | | | | 247,103 | | |
| | 3/1/2021 | | | PSUs | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 16,177(7) | | | | | | 570,239 | | |
| | 3/1/2021 | | | RSUs | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 7,309(8) | | | | | | 257,642 | | | | | | | | | | | | | | |
| | 3/1/2021 | | | RSUs | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 11,246(9) | | | | | | 396,422 | | | | | | | | | | | | | | |
| | 3/1/2021 | | | Stock Options | | | | | | | | | | | 3,505(10) | | | | | | 37.09 | | | | | | 3/1/2031 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 6/1/2020 | | | PSUs | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 32,874(18) | | | | | | 1,158,809 | | |
| | 6/1/2020 | | | RSUs | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 22,847(11) | | | | | | 805,357 | | | | | | | | | | | | | | |
| | 6/1/2020 | | | RSUs | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 35,149(19) | | | | | | 1,239,002 | | | | | | | | | | | | | | |
| | 8/16/2019 | | | PSUs | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 49,194(3) | | | | | | 1,734,089 | | | | | | | | | | | | | | |
| | 8/16/2019 | | | RSUs | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 14,453(12) | | | | | | 509,468 | | | | | | | | | | | | | | |
| | 8/16/2019 | | | RSUs | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 55,591(5) | | | | | | 1,959,583 | | | | | | | | | | | | | | |
| | 3/1/2018 | | | RSUs | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 26,163(20) | | | | | | 922,246 | | | | | | | | | | | | | | |
| | 3/1/2018 | | | Stock Options | | | | | | | | | | | 52,325(21) | | | | | | 66.89 | | | | | | 3/1/2028 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | Option Awards | | Stock Awards |
| Name | | Grant
Date | | Grant Type | | Number of
Securities
Underlying
Unexercised
Options
Exercisable
(#) | | Number of
Securities
Underlying
Unexercised
Options
Unexercisable
(#) | | Option
Exercise
Price
($) | | Option
Expiration
Date | | Number of
Shares or
Units of
Stock That
Have Not
Vested
(#) | | Market
Value of
Shares or
Units of
Stock That
Have Not
Vested(1)
($) | | Equity
Incentive
Plan Awards:
Number of
Unearned
Shares, Units
or Other
Rights That
Have Not
Vested
(#) | | Equity
Incentive
Plan Awards:
Market or
Payout Value
of Unearned
Shares, Units
or Other
Rights That
Have Not
Vested(1)
($) |
| Mr. Patricio | | 3/01/2023 | | Matching RSUs | | | | | | | | | | 46,992(2) | | 1,737,764 | | | | |
| | | 3/01/2023 | | PSUs | | | | | | | | | | | | | | 91,146(3) | | 3,370,579 |
| | | 3/01/2023 | | RSUs | | | | | | | | | | 40,824(4) | | 1,509,672 | | | | |
| | | 3/01/2022 | | Matching RSUs | | | | | | | | | | 81,012(2) | | 2,995,824 | | | | |
| | | 3/01/2021 | | Matching RSUs | | | | | | | | | | 114,719(2) | | 4,242,309 | | | | |
| Mr. Maciel | | 3/01/2023 | | Matching RSUs | | | | | | | | | | 17,561(2) | | 649,406 | | | | |
| | | 3/01/2023 | | PSUs | | | | | | | | | | | | | | 62,094(3) | | 2,296,236 |
| | | 3/01/2023 | | RSUs | | | | | | | | | | 27,812(4) | | 1,028,488 | | | | |
| | | 3/01/2022 | | Matching RSUs | | | | | | | | | | 14,430(2) | | 533,621 | | | | |
| | | 3/01/2022 | | PSUs (annual) | | | | | | | | | | | | | | 5,171(5) | | 191,224 |
| | | 3/01/2022 | | PSUs (merit/ retention) | | | | | | | | | | | | | | 31,024(6) | | 1,147,268 |
| | | 3/01/2022 | | RSUs (annual) | | | | | | | | | | 5,635(7) | | 208,382 | | | | |
| | | 3/01/2022 | | RSUs (merit/ retention) | | | | | | | | | | 22,542(8) | | 833,603 | | | | |
| | | 3/01/2022 | | Stock Options (annual) | | | | 2,586(9) | | 38.68 | | 3/01/2032 | | | | | | | | |
| | | 3/01/2021 | | Matching RSUs | | | | | | | | | | 18,967(2) | | 701,400 | | | | |
| | | 3/01/2021 | | PSUs (annual) | | | | | | | | | | | | | | 5,123(10) | | 189,449 |
| | | 3/01/2021 | | PSUs (merit/ retention) | | | | | | | | | | | | | | 16,177(11) | | 598,225 |
| | | 3/01/2021 | | RSUs (annual) | | | | | | | | | | 5,822(12) | | 215,298 | | | | |
| | | 3/01/2021 | | RSUs (merit/ retention) | | | | | | | | | | 12,257(13) | | 453,264 | | | | |
| | | 3/01/2021 | | Stock Options (annual) | | | | 2,562(14) | | 37.09 | | 3/01/2031 | | | | | | | | |
| | | 6/01/2020 | | PSUs (merit/ retention) | | | | | | | | | | 8,218(15) | | 303,902 | | | | |
| | | 6/01/2020 | | RSUs (merit/ retention) | | | | | | | | | | 9,615(16) | | 355,563 | | | | |
| | | 8/16/2019 | | Stock Options | | 39,355 | | | | 25.41 | | 8/16/2029 | | | | | | | | |
| | | 3/01/2016 | | Stock Options | | 19,315 | | | | 77.66 | | 3/01/2026 | | | | | | | | |
| | | 8/20/2015 | | Stock Options | | 26,937 | | | | 74.25 | | 8/20/2025 | | | | | | | | |
| |
| 2024 Proxy Statement | 86 |
| | | | | | | Option Awards | | Stock Awards |
| Name | | Grant
Date | | Grant Type | | Number of
Securities
Underlying
Unexercised
Options
Exercisable
(#) | | Number of
Securities
Underlying
Unexercised
Options
Unexercisable
(#) | | Option
Exercise
Price
($) | | Option
Expiration
Date | | Number of
Shares or
Units of
Stock That
Have Not
Vested
(#) | | Market
Value of
Shares or
Units of
Stock That
Have Not
Vested(1)
($) | | Equity
Incentive
Plan Awards:
Number of
Unearned
Shares, Units
or Other
Rights That
Have Not
Vested
(#) | | Equity
Incentive
Plan Awards:
Market or
Payout Value
of Unearned
Shares, Units
or Other
Rights That
Have Not
Vested(1)
($) |
| Mr. Abrams-Rivera | | 3/01/2023 | | Matching RSUs | | | | | | | | | | 29,165(2) | | 1,078,522 | | | | |
| | 3/01/2023 | | PSUs | | | | | | | | | | | | | | 82,033(3) | | 3,033,580 |
| | 3/01/2023 | | RSUs | | | | | | | | | | 36,741(4) | | 1,358,682 | | | | |
| | | 3/01/2022 | | Matching RSUs | | | | | | | | | | 25,884(2) | | 957,190 | | | | |
| | | 3/01/2022 | | PSUs (annual) | | | | | | | | | | | | | | 10,342(5) | | 382,447 |
| | | 3/01/2022 | | PSUs (merit/retention) | | | | | | | | | | | | | | 62,048(6) | | 2,294,535 |
| | | 3/01/2022 | | RSUs (annual) | | | | | | | | | | 11,272(7) | | 416,839 | | | | |
| | | 3/01/2022 | | RSUs (merit/ retention) | | | | | | | | | | 45,083(8) | | 1,667,169 | | | | |
| | | 3/01/2022 | | Stock Options (annual) | | | | 5,171(9) | | 38.68 | | 3/01/2032 | | | | | | | | |
| | | 3/01/2021 | | Matching RSUs | | | | | | | | | | 46,449(2) | | 1,717,684 | | | | |
| | | 3/01/2021 | | PSUs (annual) | | | | | | | | | | | | | | 10,785(10) | | 398,829 |
| | | 3/01/2021 | | PSUs (merit/ retention) | | | | | | | | | | | | | | 40,443(11) | | 1,495,582 |
| | | 3/01/2021 | | RSUs (annual) | | | | | | | | | | 12,257(12) | | 453,264 | | | | |
| | | 3/01/2021 | | RSUs (merit/ retention) | | | | | | | | | | 30,640(13) | | 1,133,067 | | | | |
| | | 3/01/2021 | | Options (annual) | | | | 5,393(14) | | 37.09 | | 3/01/2031 | | | | | | | | |
| | | 3/02/2020 | | PSUs (merit/ retention) | | | | | | | | | | | | | | 47,948(17) | | 1,773,117 |
| | | 3/02/2020 | | RSUs (merit/ retention) | | | | | | | | | | 56,893(18) | | 2,103,903 | | | | |
| | | 6/01/2020 | | Stock Options | | 82,183 | | | | 30.42 | | 6/01/2030 | | | | | | | | |
| Ms. La Lande | | 3/01/2023 | | Matching RSUs | | | | | | | | | | 17,348(2) | | 641,529 | | | | |
| | | 3/01/2023 | | PSUs | | | | | | | | | | | | | | 49,220(3) | | 1,820,156 |
| | | 3/01/2023 | | RSUs | | | | | | | | | | 22,044(4) | | 815,187 | | | | |
| | | 3/01/2022 | | Matching RSUs | | | | | | | | | | 20,549(2) | | 759,902 | | | | |
| | | 3/01/2022 | | PSUs (annual) | | | | | | | | | | | | | | 7,239(5) | | 267,698 |
| | | 3/01/2022 | | PSUs (merit/ retention) | | | | | | | | | | | | | | 38,780(6) | | 1,434,084 |
| | | 3/01/2022 | | RSUs (annual) | | | | | | | | | | 7,889(7) | | 291,735 | | | | |
| | | 3/01/2022 | | RSUs (merit/ retention) | | | | | | | | | | 28,178(8) | | 1,042,022 | | | | |
| | | 3/01/2022 | | Stock Options (annual) | | | | 3,620(9) | | 38.68 | | 3/01/2032 | | | | | | | | |
| | | 3/01/2021 | | PSUs (annual) | | | | | | | | | | | | | | 7,010(10) | | 259,230 |
| | | 3/01/2021 | | PSUs (merit/ retention) | | | | | | | | | | | | | | 16,177(11) | | 598,225 |
| | | 3/01/2021 | | RSUs (annual) | | | | | | | | | | 7,966(12) | | 294,583 | | | | |
| | | 3/01/2021 | | RSUs (merit/ retention) | | | | | | | | | | 12,257(13) | | 453,264 | | | | |
| | | 3/01/2021 | | Stock Options (annual) | | | | 3,505(14) | | 37.09 | | 3/01/2031 | | | | | | | | |
| | | 6/01/2020 | | PSUs (merit/ retention) | | | | | | | | | | 8,218(15) | | 303,902 | | | | |
| | | 6/01/2020 | | RSUs (merit/ retention) | | | | | | | | | | 9,615(16) | | 355,563 | | | | |
| | | 3/01/2018 | | Stock Options | | 52,325 | | | | 66.89 | | 3/01/2028 | | | | | | | | |
| |
| 2024 Proxy Statement | 87 |
The Kraft Heinz Company 2022 Proxy Statement|73
| | | | | | | Option Awards | | Stock Awards |
| Name | | Grant
Date | | Grant Type | | Number of
Securities
Underlying
Unexercised
Options
Exercisable
(#) | | Number of
Securities
Underlying
Unexercised
Options
Unexercisable
(#) | | Option
Exercise
Price
($) | | Option
Expiration
Date | | Number of
Shares or
Units of
Stock That
Have Not
Vested
(#) | | Market
Value of
Shares or
Units of
Stock That
Have Not
Vested(1)
($) | | Equity
Incentive
Plan Awards:
Number of
Unearned
Shares, Units
or Other
Rights That
Have Not
Vested
(#) | | Equity
Incentive
Plan Awards:
Market or
Payout Value
of Unearned
Shares, Units
or Other
Rights That
Have Not
Vested(1)
($) |
| Mr. Oliveira | | 3/01/2023 | | Matching RSUs | | | | | | | | | | 26,195(2) | | 968,691 | | | | |
| | | 3/01/2023 | | PSUs | | | | | | | | | | | | | | 61,061(3) | | 2,258,036 |
| | | 3/01/2023 | | RSUs | | | | | | | | | | 27,350(4) | | 1,011,403 | | | | |
| | | 3/01/2022 | | Matching RSUs | | | | | | | | | | 33,600(2) | | 1,242,528 | | | | |
| | | 3/01/2022 | | PSUs (annual) | | | | | | | | | | | | | | 10,135(5) | | 374,792 |
| | | 3/01/2022 | | PSUs (merit/retention) | | | | | | | | | | | | | | 38,780(6) | | 1,434,084 |
| | | 3/01/2022 | | RSUs (annual) | | | | | | | | | | 11,044(7) | | 408,407 | | | | |
| | | 3/01/2022 | | RSUs (merit/retention) | | | | | | | | | | 28,178(8) | | 1,042,022 | | | | |
| | | 3/01/2022 | | Stock Options (annual) | | | | 5,068(9) | | 38.68 | | 3/01/2032 | | | | | | | | |
| | | 3/01/2021 | | Matching RSUs | | | | | | | | | | 47,535(2) | | 1,757,844 | | | | |
| | | 3/01/2021 | | PSUs (annual) | | | | | | | | | | | | | | 10,282(10) | | 380,228 |
| | | 3/01/2021 | | PSUs (merit/retention) | | | | | | | | | | | | | | 16,177(11) | | 598,225 |
| | | 3/01/2021 | | RSUs (annual) | | | | | | | | | | 11,685(12) | | 432,111 | | | | |
| | | 3/01/2021 | | RSUs (merit/retention) | | | | | | | | | | 12,257(13) | | 453,264 | | | | |
| | | 3/01/2021 | | Stock Options (annual) | | | | 5,141(14) | | 37.09 | | 3/01/2031 | | | | | | | | |
| | | 6/01/2020 | | PSUs (merit/retention) | | | | | | | | | | 8,218(15) | | 303,902 | | | | |
| | | 6/01/2020 | | RSUs (merit/retention) | | | | | | | | | | 9,615(16) | | 355,563 | | | | |
| | | 8/16/2019 | | Matching RSUs | | | | | | | | | | 32,252(2) | | 1,192,679 | | | | |
| | | 3/01/2017 | | Stock Options | | 27,344 | | | | 91.43 | | 3/01/2027 | | | | | | | | |
| | | 3/01/2016 | | Stock Options | | 32,192 | | | | 77.66 | | 3/01/2026 | | | | | | | | |
| | | 2/12/2015 | | Matching Options | | 16,419(19) | | | | 30.46 | | 2/12/2025 | | | | | | | | |
| | | 2/12/2015 | | Stock Options | | 4,492(19) | | | | 30.46 | | 2/12/2025 | | | | | | | | |
| | | 5/21/2014 | | Stock Options | | 110,833(19) | | | | 22.56 | | 5/21/2024 | | | | | | | | |
| (1) | The market value of the shares that have not vested is based on the closing price of $36.98 for Kraft Heinz common stock on December 29, 2023, the last trading day of our fiscal year. |
| (2) | Total includes DEUs that are subject to the same terms as the original grant. The Matching RSUs vested or are scheduled to vest on: March 1, 2024 for awards granted on August 16, 2019; March 1, 2024 for awards granted on March 1, 2021; March 1, 2025 for awards granted on March 1, 2022; and March 1, 2026 for awards granted on March 1, 2023. |
| (3) | These awards are scheduled to vest 75% on March 1, 2026 and 25% on March 1, 2027 based upon achievement of performance conditions for the 2023 PSUs. |
| (4) | Total includes DEUs that are subject to the same terms as the original grant. These awards are scheduled to vest 75% on March 1, 2026 and 25% on March 1, 2027. |
| (5) | These awards are scheduled to vest on March 1, 2025 with a performance metric based on a three-year average TSR performance relative to the performance peer group. |
| (6) | These awards are scheduled to vest 75% on March 1, 2025 and 25% on March 1, 2026 based upon achievement of performance conditions for the 2022 PSUs. |
| (7) | Total includes DEUs that are subject to the same terms as the original grant. These awards are scheduled to vest 100% on March 1, 2025. |
| (8) | Total includes DEUs that are subject to the same terms as the original grant. These awards are scheduled to vest 75% on March 1, 2025 and 25% on March 1, 2026. |
| (9) | These awards are scheduled to vest 100% on March 1, 2025. |
| (10) | These awards are scheduled to vest on March 1, 2024 with a performance metric based on a three-year average TSR performance relative to the performance peer group. |
| (11) | These awards are scheduled to vest 75% on March 1, 2024 and 25% on March 1, 2025 with a performance metric based on a three-year average TSR performance relative to the performance peer group. |
| |
| 2024 Proxy Statement | 88 |
| (12) | Total includes DEUs that are subject to the same terms as the original grant. These awards are scheduled to vest 100% on March 1, 2024. |
| (13) | Total includes DEUs that are subject to the same terms as the original grant. These awards are scheduled to vest 75% on March 1, 2024 and 25% on March 1, 2025. |
| (14) | These awards are scheduled to vest 100% on March 1, 2024. |
| (15) | The Compensation Committee has certified that achievement of the performance conditions for these awards has been met. The outstanding portion of these awards is scheduled to vest on June 1, 2024. |
| (16) | Total includes DEUs that are subject to the same terms as the original grant. The outstanding portion of these awards is scheduled to vest on June 1, 2024. |
| (17) | The Compensation Committee has certified that the achievement of the performance conditions for these awards has been met. The outstanding portion of these awards is scheduled to vest on March 2, 2024. |
| (18) | Total includes DEUs that are subject to the same terms as the original grant. The outstanding portion of these awards is scheduled to vest on March 2, 2024. |
| (19) | Total and exercise price reflect conversion in connection with the Kraft Heinz Merger. |
| |
| 2024 Proxy Statement | 89 |
Executive Compensation Tables| | | | | | | | | | | Option Awards | | | Stock Awards | |
| | Name | | | Grant Date | | | Grant Type | | | Number of
Securities
Underlying
Unexercised
Options
Exercisable
(#) | | | Number of
Securities
Underlying
Unexercised
Options
Unexercisable
(#) | | | Option
Exercise
Price
($) | | | Option
Expiration
Date | | | Number of
Shares or
Units of Stock
That Have Not
Vested
(#) | | | Market Value
of Shares or
Units of
Stock That
Have Not
Vested(1)
($) | | | Equity
Incentive Plan
Awards:
Number of
Unearned
Shares, Units
or Other Rights
That Have Not
Vested
(#) | | | Equity Incentive
Plan Awards:
Market or Payout
Value of
Unearned
Shares, Units or
Other Rights
That Have Not
Vested(1)
($) | |
| | Mr. Oliveira | | | 3/1/2021 | | | Matching RSUs | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 43,614(2) | | | | | | 1,537,394 | | | | | | | | | | | | | | |
| | 3/1/2021 | | | PSUs | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 10,282(6) | | | | | | 362,441 | | |
| | 3/1/2021 | | | PSUs | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 16,177(7) | | | | | | 570,239 | | |
| | 3/1/2021 | | | RSUs | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 10,721(8) | | | | | | 377,915 | | | | | | | | | | | | | | |
| | 3/1/2021 | | | RSUs | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 11,246(9) | | | | | | 396,422 | | | | | | | | | | | | | | |
| | 3/1/2021 | | | Stock Options | | | | | | | | | | | 5,141(10) | | | | | | 37.09 | | | | | | 3/1/2031 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 6/1/2020 | | | PSUs | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 32,874(18) | | | | | | 1,158,809 | | |
| | 6/1/2020 | | | RSUs | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 32,441(11) | | | | | | 1,143,545 | | | | | | | | | | | | | | |
| | 6/1/2020 | | | RSUs | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 35,149(19) | | | | | | 1,239,002 | | | | | | | | | | | | | | |
| | 3/2/2020 | | | Matching RSUs | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 24,844(2) | | | | | | 875,751 | | | | | | | | | | | | | | |
| | 8/16/2019 | | | Matching RSUs | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 29,593(2) | | | | | | 1,043,153 | | | | | | | | | | | | | | |
| | 8/16/2019 | | | PSUs | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 78,710(3) | | | | | | 2,774,528 | | | | | | | | | | | | | | |
| | 8/16/2019 | | | RSUs | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 16,876(12) | | | | | | 594,879 | | | | | | | | | | | | | | |
| | 8/16/2019 | | | RSUs | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 88,950(5) | | | | | | 3,135,488 | | | | | | | | | | | | | | |
| | 3/1/2018 | | | RSUs | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 44,850(20) | | | | | | 1,580,963 | | | | | | | | | | | | | | |
| | 3/1/2018 | | | Matching RSUs | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 8,022(2) | | | | | | 282,776 | | | | | | | | | | | | | | |
| | 3/1/2017 | | | Matching RSUs | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 4,135(2) | | | | | | 145,759 | | | | | | | | | | | | | | |
| | 3/1/2017 | | | Stock Options | | | | | | | | | | | 27,344(22) | | | | | | 91.43 | | | | | | 3/1/2027 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 3/1/2016 | | | Stock Options | | | | | 32,192 | | | | | | | | | | | | 77.66 | | | | | | 3/1/2026 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 2/12/2015 | | | Matching
Options | | | | | 4,492(14) | | | | | | | | | | | | 30.46 | | | | | | 2/12/2025 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 2/12/2015 | | | Stock Options | | | | | 16,419(14) | | | | | | | | | | | | 30.46 | | | | | | 2/12/2025 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 5/21/2014 | | | Stock Options | | | | | 110,833(14) | | | | | | | | | | | | 22.56 | | | | | | 5/21/2024 | | | | | | | | | | | | | | | | | | | | | | | | | | |
(1)
The market value of the shares that have not vested is based on the closing price of $35.25 for Kraft Heinz common stock on December 23, 2021, 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 are scheduled to vest on: March 1, 2022 for awards granted on March 1, 2017; March 1, 2023 for awards granted on March 1, 2018; March 1, 2024 for awards granted on August 16, 2019; March 2, 2023 for awards granted on March 2, 2020; and March 1, 2024 for awards granted on March 1, 2021.
(3)
In August 2021, the Compensation Committee certified that the performance conditions of these awards had been met for both performance periods. The outstanding portion of these awards is scheduled to vest 50% on August 16, 2022 and 50% on August 16, 2023.
(4)
These awards are scheduled to vest on August 16, 2022 with a performance metric based on the Company’s stock appreciation target from August 2019 to August 2022. Using the highest average closing price over 30 consecutive trading days, the number of shares to be awarded upon vesting is: (i) 200,000 shares if the stock price is between $45 per share and $49.99 per share; (ii) 400,000 shares if the stock price is between $50 per share and $54.99 per share; and (iii) 600,000 shares if the stock price is above $55 per share.
(5)
Total includes DEUs that are subject to the same terms as the original grant. The outstanding portion of these awards is scheduled to vest 50% on August 16, 2022 and 50% on August 16, 2023.
(6)
These awards are scheduled to vest on March 1, 2024 with a performance metric based on a three-year average TSR performance relative to the performance peer group.
(7)
These awards are scheduled to vest 75% on March 1, 2024 and 25% on March 1, 2025 with a performance metric based on a three-year average TSR performance relative to the performance peer group.
(8)
Total includes DEUs that are subject to the same terms as the original grant. These awards are scheduled to vest 100% on March 1, 2024.
(9)
Total includes DEUs that are subject to the same terms as the original grant. These awards are scheduled to vest 75% on March 1, 2024 and 25% on March 1, 2025.
(10)
These awards are scheduled to vest 100% on March 1, 2024.
(11)
Total includes DEUs that are subject to the same terms as the original grant. These awards are scheduled to vest 50% on June 1, 2022 and 50% on June 1, 2023.
(12)
Total includes DEUs that are subject to the same terms as the original grant. The outstanding portion of these awards is scheduled to vest 100% on August 16, 2022.
(13)
Total reflects a voluntary forfeiture of 15,000 RSUs by Mr. Basilio in October 2021. This award is scheduled to vest 100% on March 1, 2023.
74|ir.kraftheinzcompany.com
Executive Compensation Tables
(14)
Total and exercise price reflect conversion in connection with the Kraft Heinz Merger.
(15)
This award is scheduled to vest 100% on June 1, 2023.
(16)
In August 2021, the Compensation Committee certified that the performance conditions of these awards had been met for both performance periods. These awards are scheduled to vest 50% on March 2, 2022, 25% on March 2, 2023, and 25% on March 2, 2024.
(17)
Total includes DEUs that are subject to the same terms as the original grant. These awards are scheduled to vest 50% on March 2, 2022, 25% on March 2, 2023, and 25% on March 2, 2024.
(18)
These awards are scheduled to vest 50% on June 1, 2022, 25% on June 1, 2023, and 25% on June 1, 2024 with a performance metric based on (i) 50% on PBP EBITDA and cash conversion for fiscal year 2021 and (ii) 50% on PBP EBITDA and cash conversion from July 2021 to June 2022.
(19)
Total includes DEUs that are subject to the same terms as the original grant. These awards are scheduled to vest 50% on June 1, 2022, 25% on June 1, 2023, and 25% on June 1, 2024.
(20)
This award is scheduled to vest 100% on March 1, 2023.
(21)
This award is scheduled to vest 100% on March 1, 2023.
(22)
This award is scheduled to vest 100% on March 1, 2022.
The Kraft Heinz Company 2022 Proxy Statement|75
Executive Compensation Tables
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 20212023 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
($) | |
| | Mr. Patricio | | | | | — | | | | | | — | | | | | | 719,812 | | | | | | 27,360,054 | | |
| | Mr. Basilio | | | | | — | | | | | | — | | | | | | 278,458 | | | | | | 10,575,456 | | |
| | Mr. Abrams-Rivera | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | Ms. La Lande | | | | | — | | | | | | — | | | | | | 117,714 | | | | | | 4,474,309 | | |
| | Mr. Oliveira | | | | | — | | | | | | — | | | | | | 189,921 | | | | | | 7,211,817 | | |
| | | Option Awards | | Stock Awards(1) |
| Name | | Number of Shares
Acquired on Exercise
(#) | | Value Realized on
Exercise
($) | | Number of Shares Acquired
on Vesting
(#) | | Value Realized on
Vesting
($) |
| Mr. Patricio | | — | | — | | 390,374 | | 13,181,980 |
| Mr. Maciel | | — | | — | | 107,966 | | 3,932,817 |
| Mr. Abrams-Rivera | | — | | — | | 122,124 | | 4,712,612 |
| Ms. La Lande | | — | | — | | 109,919 | | 3,952,295 |
| Mr. Oliveira | | — | | — | | 200,465 | | 7,277,491 |
| (1) | The following table provides details of the stock awards that vested and value realized: |
| Name | | Grant
Date | | Vesting Date | | Number of
Shares | | Stock Price
on Vesting
Date
($)(2) | | Value
Realized
on Vesting
($) | |
Description |
| Mr. Patricio | | 8/16/2019 | | 8/16/2023 | | 196,773 | | 33.56 | | 6,603,702 | | Shares underlying an award of PSUs, the remaining 25% vested |
| | | 8/16/2019 | | 8/16/2023 | | 177,713 | | 33.56 | | 5,964,048 | | Shares underlying an award of RSUs, including DEUs accrued, the remaining 25% vested |
| | | 3/02/2020 | | 3/02/2023 | | 15,888 | | 38.66 | | 614,230 | | Shares underlying an award of RSUs, including DEUs accrued, 100% of which vested |
| Mr. Maciel | | 3/02/2020 | | 3/02/2023 | | 24,033 | | 38.66 | | 929,116 | | Shares underlying an award of RSUs, including DEUs accrued, 100% of which vested |
| | | 6/01/2020 | | 6/01/2023 | | 8,219 | | 38.19 | | 313,884 | | Shares underlying an award of PSUs, an additional 25% of which vested |
| | | 6/01/2020 | | 6/01/2023 | | 8,795 | | 38.19 | | 335,881 | | Shares underlying an award of RSUs, including DEUs accrued, the remaining 50% vested |
| | | 6/01/2020 | | 6/01/2023 | | 9,290 | | 38.19 | | 354,785 | | Shares underlying an award of RSUs, including DEUs accrued, an additional 25% of which vested |
| | | 8/16/2019 | | 8/16/2023 | | 15,742 | | 33.56 | | 528,302 | | Shares underlying an award of PSUs, the remaining 25% vested |
| | | 8/16/2019 | | 8/16/2023 | | 28,432 | | 33.56 | | 954,178 | | Shares underlying an award of RSUs, including DEUs accrued, the remaining 25% vested |
| | | 3/01/2018 | | 3/01/2023 | | 13,455 | | 38.40 | | 516,672 | | Shares underlying an award of RSUs, including DEUs accrued, 100% of which vested |
Mr. Abrams-
Rivera | | 3/02/2020 | | 3/02/2023 | | 47,948 | | 38.66 | | 1,853,670 | | Shares underlying an award of PSUs, an additional 25% of which vested |
| | 3/02/2020 | | 3/02/2023 | | 55,661 | | 38.66 | | 2,151,854 | | Shares underlying an award of RSUs, including DEUs accrued, an additional 25% of which vested |
| | | 6/01/2020 | | 6/01/2023 | | 18,515 | | 38.19 | | 707,088 | | Shares underlying an award of RSUs, including DEUs accrued, 50% of which vested |
| Ms. La Lande | | 6/01/2020 | | 6/01/2023 | | 8,219 | | 38.19 | | 313,884 | | Shares underlying an award of PSUs, an additional 25% of which vested |
| | | 6/01/2020 | | 6/01/2023 | | 12,034 | | 38.19 | | 459,578 | | Shares underlying an award of RSUs, including DEUs accrued, the remaining 50% vested |
| | | 6/01/2020 | | 6/01/2023 | | 9,290 | | 38.19 | | 354,785 | | Shares underlying an award of RSUs, including DEUs accrued, an additional 25% of which vested |
| | | 8/16/2019 | | 8/16/2023 | | 24,597 | | 33.56 | | 825,475 | | Shares underlying an award of PSUs, the remaining 25% vested |
| | | 8/16/2019 | | 8/16/2023 | | 29,616 | | 33.56 | | 993,913 | | Shares underlying an award of RSUs, including DEUs accrued, the remaining 25% vested |
| | | 3/01/2018 | | 3/01/2023 | | 26,163 | | 38.40 | | 1,004,659 | | Shares underlying an award of RSUs, including DEUs accrued, 100% of which vested |
| Mr. Oliveira | | 3/02/2020 | | 3/02/2023 | | 25,909 | | 38.66 | | 1,001,642 | | Shares underlying an award of RSUs, including DEUs accrued, 100% of which vested |
| | | 6/01/2020 | | 6/01/2023 | | 8,219 | | 38.19 | | 313,884 | | Shares underlying an award of PSUs, an additional 25% of which vested |
| | | 6/01/2020 | | 6/01/2023 | | 17,089 | | 38.19 | | 652,629 | | Shares underlying an award of RSUs, including DEUs accrued, the remaining 50% vested |
| | | 6/01/2020 | | 6/01/2023 | | 9,290 | | 38.19 | | 354,785 | | Shares underlying an award of RSUs, including DEUs accrued, an additional 25% of which vested |
| | | 8/16/2019 | | 8/16/2023 | | 39,355 | | 33.56 | | 1,320,754 | | Shares underlying an award of PSUs, the remaining 25% vested |
| | | 8/16/2019 | | 8/16/2023 | | 47,388 | | 33.56 | | 1,590,341 | | Shares underlying an award of RSUs, including DEUs accrued, the remaining 25% vested |
| | | 3/01/2018 | | 3/01/2023 | | 8,365 | | 38.40 | | 321,216 | | Shares underlying an award of RSUs, including DEUs accrued, 100% of which vested |
| | | 3/01/2018 | | 3/01/2023 | | 44,850 | | 38.40 | | 1,722,240 | | Shares underlying an award of RSUs, including DEUs accrued, 100% of which vested |
| (2) | Represents the closing price of Kraft Heinz common stock on the applicable vesting date. |
| |
| 2024 Proxy Statement | 90 |
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. Patricio | | | | | 8/16/2019 | | | | | | 8/16/2021 | | | | | | 393,546 | | | | | | 38.01 | | | | | | 14,958,683 | | | | Shares underlying an award of PSUs, 50% of which vested | |
| | | | 8/16/2019 | | | | | | 8/16/2021 | | | | | | 326,266 | | | | | | 38.01 | | | | | | 12,401,371 | | | | Shares underlying an award of RSUs, including DEUs accrued, 50% of which vested | |
| | Mr. Basilio | | | | | 8/16/2019 | | | | | | 8/16/2021 | | | | | | 118,064 | | | | | | 38.01 | | | | | | 4,487,613 | | | | Shares underlying an award of PSUs, 50% of which vested | |
| | | | 8/16/2019 | | | | | | 8/16/2021 | | | | | | 130,509 | | | | | | 38.01 | | | | | | 4,960,647 | | | | Shares underlying an award of RSUs, including DEUs accrued, 50% of which vested | |
| | | | 8/16/2019 | | | | | | 8/16/2021 | | | | | | 20,393 | | | | | | 38.01 | | | | | | 775,138 | | | | Shares underlying an award of RSUs, including DEUs accrued, 50% of which vested | |
| | | | 3/1/2016 | | | | | | 3/1/2021 | | | | | | 9,492 | | | | | | 37.09 | | | | | | 352,058 | | | | Shares underlying an award of Matching RSUs, including DEUs accrued, 100% of which vested | |
| | Ms. La Lande | | | | | 8/16/2019 | | | | | | 8/16/2021 | | | | | | 49,193 | | | | | | 38.01 | | | | | | 1,869,826 | | | | Shares underlying an award of PSUs, 50% of which vested | |
| | | | 8/16/2019 | | | | | | 8/16/2021 | | | | | | 54,381 | | | | | | 38.01 | | | | | | 2,067,022 | | | | Shares underlying an award of RSUs, including DEUs accrued, 50% of which vested | |
| | | | 8/16/2019 | | | | | | 8/16/2021 | | | | | | 14,140 | | | | | | 38.01 | | | | | | 537,461 | | | | Shares underlying an award of RSUs, including DEUs accrued, 50% of which vested | |
| | Mr. Oliveira | | | | | 8/16/2019 | | | | | | 8/16/2021 | | | | | | 78,709 | | | | | | 38.01 | | | | | | 2,991,729 | | | | Shares underlying an award of PSUs, 50% of which vested | |
| | | | 8/16/2019 | | | | | | 8/16/2021 | | | | | | 87,005 | | | | | | 38.01 | | | | | | 3,307,060 | | | | Shares underlying an award of RSUs, including DEUs accrued, 50% of which vested | |
| | | | 8/16/2019 | | | | | | 8/16/2021 | | | | | | 16,511 | | | | | | 38.01 | | | | | | 627,583 | | | | Shares underlying an award of RSUs, including DEUs accrued, 50% of which vested | |
| | | | 3/1/2016 | | | | | | 3/1/2021 | | | | | | 7,696 | | | | | | 37.09 | | | | | | 285,445 | | | | Shares underlying an award of Matching RSUs, including DEUs accrued, 100% of which vested | |
(2)
Represents the closing price of Kraft Heinz common stock on the applicable vesting date.
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Executive Compensation Tables
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.
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| 2024 Proxy Statement | 91 |
The Kraft Heinz Company 2022 Proxy Statement|77
Executive Compensation Tables
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 20212023 fiscal year.
| | Name | | | Element | | | Involuntary Termination without
Cause(1) or Termination
Upon Change in Control
($) | | | Termination
due to Death
or Disability(2)
($) | | | Termination
due to
Retirement(3)
($) | |
| | Mr. Patricio | | | Salary | | | | | 1,000,000 | | | | | | — | | | | | | — | | |
| | Bonus | | | | | — | | | | | | 2,875,193 | | | | | | 2,875,193 | | |
| | Intrinsic Value of Accelerated Equity | | | | | — | | | | | | 29,878,006 | | | | | | — | | |
| | Health and Wellness Benefits(4) | | | | | 15,004 | | | | | | — | | | | | | — | | |
| | Outplacement Assistance | | | | | 4,000 | | | | | | — | | | | | | — | | |
| | Total | | | | | 1,019,004 | | | | | | 32,753,199 | | | | | | 2,875,193 | | |
| | Mr. Basilio | | | Salary | | | | | 750,000 | | | | | | — | | | | | | — | | |
| | Bonus | | | | | — | | | | | | 1,582,917 | | | | | | 1,582,917 | | |
| | Intrinsic Value of Accelerated Equity | | | | | — | | | | | | 16,823,274 | | | | | | 14,695,478 | | |
| | Health and Wellness Benefits(4) | | | | | 15,004 | | | | | | — | | | | | | — | | |
| | Outplacement Assistance | | | | | 4,000 | | | | | | — | | | | | | — | | |
| | Total | | | | | 769,004 | | | | | | 18,406,191 | | | | | | 16,278,395 | | |
| | Mr. Abrams-Rivera | | | Salary | | | | | 800,000 | | | | | | — | | | | | | — | | |
| | Bonus | | | | | — | | | | | | 1,312,407 | | | | | | 1,312,407 | | |
| | Intrinsic Value of Accelerated Equity | | | | | — | | | | | | 18,729,447 | | | | | | 14,600,685 | | |
| | Health and Wellness Benefits(4) | | | | | 13,754 | | | | | | — | | | | | | — | | |
| | Outplacement Assistance | | | | | 4,000 | | | | | | — | | | | | | — | | |
| | Total | | | | | 817,754 | | | | | | 20,041,854 | | | | | | 15,913,092 | | |
| | Ms. La Lande | | | Salary | | | | | 650,000 | | | | | | — | | | | | | — | | |
| | Bonus | | | | | — | | | | | | 1,041,920 | | | | | | 1,041,920 | | |
| | Intrinsic Value of Accelerated Equity | | | | | — | | | | | | 7,823,808 | | | | | | 5,125,385 | | |
| | Health and Wellness Benefits(4) | | | | | 15,577 | | | | | | — | | | | | | — | | |
| | Outplacement Assistance | | | | | 4,000 | | | | | | — | | | | | | — | | |
| | Total | | | | | 669,577 | | | | | | 8,865,728 | | | | | | 6,167,305 | | |
| | Mr. Oliveira | | | Salary | | | | | 790,411 | | | | | | — | | | | | | — | | |
| | Bonus | | | | | — | | | | | | 1,742,725 | | | | | | 1,742,725 | | |
| | Intrinsic Value of Accelerated Equity | | | | | 1,396,760 | | | | | | 15,127,573 | | | | | | 10,433,295 | | |
| | Health and Wellness Benefits(4) | | | | | 1,470 | | | | | | — | | | | | | — | | |
| | Outplacement Assistance | | | | | 5,342 | | | | | | — | | | | | | — | | |
| | Total | | | | | 2,193,983 | | | | | | 16,870,298 | | | | | | 12,176,020 | | |
| Name | | Element | | Involuntary Termination
without Cause(1)
($) | | Termination upon
Change in Control(2)
($) | | Termination due to
Death or Disability(3)
($) | | Termination due to
Retirement(4)
($) |
| Mr. Patricio | | Salary | | 2,200,000 | | 2,200,000 | | — | | — |
| | | Bonus | | — | | 6,600,000 | | 3,367,980 | | 3,367,980 |
| | | Intrinsic Value of
Accelerated Equity | | 3,826,855 | | 3,826,855 | | 13,856,147 | | 7,238,132 |
| | | Health and Wellness
Benefits(5) | | 37,356 | | 37,356 | | — | | — |
| | | Outplacement
Assistance | | 3,200 | | 3,200 | | — | | — |
| | | TOTAL | | 6,067,411 | | 12,667,411 | | 17,224,127 | | 10,606,112 |
| Mr. Maciel | | Salary | | 1,087,500 | | 1,087,500 | | — | | — |
| | | Bonus | | — | | 2,175,000 | | 1,466,974 | | 1,466,974 |
| | | Intrinsic Value of
Accelerated Equity | | 2,174,260 | | 2,174,260 | | 10,160,664 | | 4,848,044 |
| | | Health and Wellness
Benefits(5) | | 28,017 | | 28,017 | | — | | — |
| | | Outplacement
Assistance | | 3,200 | | 3,200 | | — | | — |
| | | TOTAL | | 3,292,977 | | 5,467,977 | | 11,627,638 | | 6,315,017 |
| Mr. Abrams-Rivera | | Salary | | 1,200,000 | | 1,200,000 | | — | | — |
| | | Bonus | | — | | 2,700,000 | | 2,257,373 | | 2,257,373 |
| | | Intrinsic Value of
Accelerated Equity | | 4,441,472 | | 4,441,472 | | 20,803,532 | | 12,655,765 |
| | | Health and Wellness
Benefits(5) | | 28,017 | | 28,017 | | — | | — |
| | | Outplacement
Assistance | | 3,200 | | 3,200 | | — | | — |
| | | TOTAL | | 5,672,689 | | 8,372,689 | | 23,060,905 | | 14,913,138 |
| Ms. La Lande | | Salary | | 1,050,000 | | 1,050,000 | | — | | — |
| | | Bonus | | — | | 1,575,000 | | 1,122,660 | | 1,122,660 |
| | | Intrinsic Value of
Accelerated Equity | | 1,505,988 | | 1,505,988 | | 9,337,080 | | 4,358,426 |
| | | Health and Wellness
Benefits(5) | | 28,017 | | 28,017 | | — | | — |
| | | Outplacement
Assistance | | 3,200 | | 3,200 | | — | | — |
| | | TOTAL | | 2,587,205 | | 4,162,205 | | 10,459,740 | | 5,481,086 |
| Mr. Oliveira(5) | | Salary | | 1,081,875 | | 1,081,875 | | — | | — |
| | | Bonus | | — | | 2,434,219 | | 1,667,099 | | 1,667,099 |
| | | Intrinsic Value of
Accelerated Equity | | 5,738,743 | | 5,738,743 | | 15,948,332 | | 9,901,326 |
| | | Health and Wellness
Benefits(5) | | 1,835 | | 1,835 | | — | | — |
| | | Outplacement
Assistance | | 7,350 | | 7,350 | | — | | — |
| | | TOTAL | | 6,829,804 | | 9,264,022 | | 17,615,431 | | 11,568,425 |
| (1) | As of the last day of our 2023 fiscal year, in the event of a termination by the Company other than for cause (as defined in the Severance Plan, which is described below), our Severance Plan generally provides for vesting (including acceleration of vesting) of outstanding equity awards or eligible equity awards in accordance with the applicable award agreement and plan, 24 months of base salary for the CEO and 18 months of base salary for senior executives, payable in a lump sum as soon as possible after termination, and Company-paid COBRA for U.S.-based employees for the severance period and outplacement services, for senior executives with a signed and not revoked release of claims who comply with any applicable post-employment obligations. |
| – | 2019 Matching RSUs vest 80%; 2021 Matching RSUs vest 66.66%; 2022 Matching RSUs vest 33.33% ; and 2021 RSUs vest 66.66%, 2022 RSUs vest 33.33%; and 2021 merit RSUs vest 50%; and 2022 merit RSUs vest 25%; 2021 PSUs vest 66.66%; and 2021 merit PSUs vest 50%; 2021 stock options vest 66.66%; 2022 stock options vest 33.33%; and |
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| 2024 Proxy Statement | 92 |
No enhanced severance is provided on a termination in connection with a change in control. | – | 2020 merit RSUs, merit PSUs forfeit 25%; and 2023 RSUs (including Matching RSUs); 2022, 2023 PSUs and merit PSUs are forfeited. |
| Amounts reflect the intrinsic value of shares underlying options that would vest, calculated as the difference between $38.96, the closing price of Kraft Heinz common stock on December 29, 2023 (the last trading day of our fiscal year), and the exercise price of the options. |
| (2) | As of the last day of our 2023 fiscal year, in the event of a qualifying termination during the change in control period (as defined in the CIC Plan), our CIC Plan generally provides for vesting (including acceleration of vesting) of outstanding equity awards in accordance with the applicable award agreement and plan and a payment equal to (i) 1.5 times the sum (for NEOs other than the CEO) and 2 times the sum (for the CEO) of annual rate of regular pay and target PBP bonus, payable in a lump sum as soon as possible after the change in control, (ii) a pro-rated PBP bonus for the year of termination at target level of achievement, payable at the same time as other performance bonuses are paid, and (iii) Company-paid COBRA for U.S.-based employees for the severance period and outplacement services, for NEOs (including the CEO) with a signed and not revoked release and restrictive covenant agreement. |
| – | 2019 Matching RSUs vest 80%; 2021 Matching RSUs vest 66.66%; 2022 Matching RSUs vest 33.33% ; and 2021 RSUs vest 66.66%, 2022 RSUs vest 33.33%; and 2021 merit RSUs vest 50%; and 2022 merit RSUs vest 25%; 2021 PSUs vest 66.66%; and 2021 merit PSUs vest 50%; 2021 stock options vest 66.66%; 2022 stock options vest 33.33%; and |
| – | 2020 merit RSUs, merit PSUs forfeit 25%; and 2023 RSUs (including Matching RSUs); 2022, 2023 PSUs and merit PSUs are forfeited. |
| Amounts reflect the intrinsic value of shares underlying options that would vest, calculated as the difference between $38.96, the closing price of Kraft Heinz common stock on December 29, 2023 (the last trading day of our fiscal year), and the exercise price of the options. |
| (3) | As of the last day of our 2023 fiscal year, in the event of a death or disability |
| – | 2019 Matching RSUs; and 2020, 2021, 2022 RSUs and merit RSUs (including Matching RSUs); and 2020, 2021, 2022 PSUs and merit PSUs; and 2023 RSUs (including Matching RSUs); and 2023 PSUs; 2021, 2022 stock options fully vest. |
| Amounts reflect the intrinsic value of shares underlying options that would vest, calculated as the difference between $38.96, the closing price of Kraft Heinz common stock on December 29, 2023 (the last trading day of our fiscal year), and the exercise price of the options. |
| (4) | As of the last day of our 2023 fiscal year, in the event of a termination due to retirement: |
| – | 2019 Matching RSUs, 2020 merit RSUs, 2021, 2022 RSUs and merit RSUs (including Matching RSUs); and 2020, 2021 merit PSUs; and 2021 PSUs; and 2021, 2022 stock options fully vest; and |
| – | 2022 PSUs and merit PSUs; and 2023 RSUs (including Matching RSUs); and 2023 PSUs are forfeited. |
| Amounts reflect the intrinsic value of shares underlying options that would vest, calculated as the difference between $36.98, the closing price of Kraft Heinz common stock on December 29, 2023 (the last trading day of our fiscal year), and the exercise price of the options. |
| (5) | Amount reflects 12 months of medical and dental benefit coverage continuation under COBRA, less the executive premium contribution. |
| (6) | As disclosed in our Current Report on Form 8-K filed on November 1, 2023, Mr. Oliveira stepped down as President, International Markets effective December 30, 2023, the last day of our 2023 fiscal year. Mr. Oliveira served as an Advisor to the CEO from December 31, 2023 to March 8, 2024. |
Severance Pay Plan
Effective January 1, 2023, the Board approved The Kraft Heinz does not have a specified Change in Control Plan for executives, and treatment is determined by the plan agreements and local regulations applicable to each employee. OurCompany Amended & Restated Severance Pay Plan generally provides for 12 months of base salary with a signed release of claims. TheSalaried Employees (the “Severance Plan”). Under the Severance Pay Plan, would also include Company-paid COBRA for U.S.-based employees for the severance period and outplacement services.
(2)
As of the last day of our 2021 fiscal year, in the event of a death or disability:
•
2017 and 2018 Matching RSUs and stock options; and 2019, 2020, and 2021 RSUs (including Matching RSUs) and stock options fully vest; and
•
2018 RSUs (excluding Matching RSUs); and 2019, 2020, and 2021 PSUs are forfeited.
Amounts reflect the intrinsic value of shares underlying options that would vest, calculated as the difference between $35.25, the closing price of Kraft Heinz common stock on December 23, 2021 (the last trading day of our fiscal year), and the exercise price of the options.
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Executive Compensation Tables
(3)
As of the last day of our 2021 fiscal year, in the event of a termination due to retirement:
•
2017 Matching RSUs and stock options; 2018 RSUs (including Matching RSUs) and stock options; 2019 RSUs (including Matching RSUs) and stock options; and 2020 Matching RSUs and stock options fully vest; and
•
2019 PSUs; 2020 PSUs and RSUs (excluding Matching RSUs); and 2021 PSUs, RSUs (including Matching RSUs), and stock options are forfeited.
Amounts reflect the intrinsic value of shares underlying options that would vest, calculated as the difference between $35.25, the closing price of Kraft Heinz common stock on December 23, 2021 (the last trading day of our fiscal year), and the exercise price of the options.
(4)
Amount reflects 12 months of medical and dental benefit coverage continuation under COBRA, less the executive premium contribution.
Severance Pay Plan
Generally, we provide for severance benefits to our U.S.-based salaried employees, including our U.S.-basedthe CEO and the other NEOs, pursuant to the terms of our U.S. Severance Pay Plan. The severance benefits for non-U.S.-based salaried employees are made pursuant to the local laws and regulations governing the jurisdiction in which the employee works, subject to adjustment at our discretion for employees at certain organizational levels (such benefits, together with our U.S. Severance Pay Plan, our “Severance Pay Plan”).
NEOs are eligible for severance benefits under our Severance Pay Plan upon an involuntarywho experience a qualifying termination of employment, such as job elimination, location closing, or reduction in workforce. NEOs must be willing to provide satisfactory transitional assistance in order to be eligible for severance benefits.
Pursuant to our U.S. Severance Pay Plan, Mr. Patricio, Mr. Basilio, Mr. Abrams-Rivera, and Ms. La Lande would generallywill 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 severance payment equal to 12 months of base salary upon the execution of anon-revocable release of claims against Kraft Heinz. In addition,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 Committee may,Discussion and Analysis—Other Compensation Policies and Practices—Change in its sole discretion, authorize payment of additional severance in respect of an employee’s annual bonus opportunity. Although Mr. Oliveira is not based in the U.S. and not otherwise covered by our U.S.Control Severance Pay Plan the Company has determined that he is eligible to receive the same benefits as our U.S.-based NEOs. Severance payments are generally made in a cash lump sum, but may occasionally be made in periodic payments at Kraft Heinz’s discretion, as soon as administratively feasible after the termination of employment and after the former NEO’s executed release has become irrevocable.
In April 2020, theThe 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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| 2024 Proxy Statement | 93 |
The Kraft Heinz Company 2022 Proxy Statement|79
PAY RATIO DISCLOSURE
In accordance with SEC rules, we disclose the annual total compensation of Mr. Patricio, our Chief Executive Officer,CEO for our 2023 fiscal year, and our median employee, as well as the ratio of the annual total compensation of Mr. Patricio relative to the annual total compensation of our median employee. For our 20212023 fiscal year:
| | | | Annual Total Compensation
($) | | | Pay Ratio
Estimate | |
| Mr. Patricio, our Chief Executive OfficerCEO for our 2023 fiscal year | | 11,359,250 | | | 8,605,599 | | | | | | 190:151:1 | | |
| Our median employee | | 75,128 | | | 45,260 | | |
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 2020 that we believe would result in a significant change to our pay ratio disclosure. As a result, for 2021, we used the same median employee that was identified for fiscal year 2020.
Our median employee as of December 1, 20202023 was a full-time hourly non-U.S.U.S. factory employee. To identify our median employee, we examined 20202023 base salaries plus target incentive bonuses for our employee population, excluding our Chief Executive Officer, as of December 1, 2020. In accordance with SEC rules, we included all full-time, part-time, temporary, and seasonal employees worldwide. We excluded independent contractors and student interns.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 2023, 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 on page 70. 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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| 2024 Proxy Statement | 94 |
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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
| | | | | | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | |
| Year | | Summary
Compensation Table
(SCT) Total for
CEO(1)
($) | | Compensation
Actually Paid
(CAP) to CEO(2)
($) | | Average SCT
Total for
Non-CEO NEOs(3)
($) | | Average CAP to
Non-CEO NEOs(4)
($) | | Total
Shareholder
Return (TSR)(5)
($) | | Peer Group
TSR(6)
($) | | Net Income(7)
($ in millions) | | PBP EBITDA(8)
($ in millions) |
| 2023 | | 11,359,250 | | 8,155,888 | | 6,765,828 | | 5,379,052 | | 140.65 | | 126.06 | | 2,846 | | 6,298 |
| 2022 | | 7,098,246 | | 11,036,341 | | 5,609,580 | | 9,451,924 | | 148.13 | | 132.48 | | 2,368 | | 6,031 |
| 2021 | | 8,605,599 | | 6,901,200 | | 6,259,577 | | 7,248,556 | | 123.00 | | 119.88 | | 1,024 | | 6,277 |
| 2020 | | 6,140,131 | | 13,126,331 | | 9,160,325 | | 15,041,961 | | 117.05 | | 105.53 | | 361 | | 6,797 |
| (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: |
| (3) | The dollar amounts reported represent the average of the Selectionamounts reported for the Company’s NEOs as a group (excluding our CEO) under Total Compensation column of Independent Auditors | the Summary Compensation Table in each applicable year. Our non-CEO NEOs included for purposes of calculating the average amounts in each applicable year: 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. |
| | Mr. Oliveira’s compensation is 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: |
| (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 2023 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) | PBP EBITDA is defined above under —Compensation Discussion and Analysis —2023 Executive Compensation Program—Annual Cash-Based Performance Bonus Plan (PBP)—Financial Measure. |
| (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: |
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| 2024 Proxy Statement | 95 |
Reconciliation of SCT Total for CEO to CAP to CEO:
| CAP to CEO | | 2023 | | 2022 | | 2021 | | 2020 |
| Summary Compensation Table (SCT) Total(i) | | 11,359,250 | | 7,098,246 | | 8,605,599 | | 6,140,131 |
| Less, value of Stock Awards and Option Awards reported in SCT(ii) | | 6,264,792 | | 2,875,162 | | 3,743,976 | | 360,783 |
| Plus, year-end fair value of outstanding and unvested equity awards granted in the year(iii) | | 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) | | (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) | | (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) | | 8,155,888 | | 11,036,341 | | 6,901,200 | | 13,126,331 |
| (i) | 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, and 2023 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. |
| (i) | 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, and 2023 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 $20 million to purchase shares of the Company stock, with a four-year holding requirement. He was not eligible to receive additional equity awards in 2020, 2021, and 2022, other than matching RSUs that may be granted to Mr. Patricio through his participation in our Bonus Investment Plan. |
| (vi) | Mr. Patricio was also granted a new hire award of PSUs based on the achievement of certain Company stock price targets. As of fiscal year-end 2022 the target had not been met. |
| (vii) | In 2023, Mr. Patricio became eligible to receive equity awards. |
| (3) | The dollar amounts reported represent the average of the amounts reported for the Company’s NEOs as a group (excluding our CEO) under Total Compensation column of the Summary Compensation Table in each applicable year. Our non-CEO NEOs included for purposes of calculating the average amounts in each applicable year: |
| – | 2023: Mr. Maciel, Mr. Abrams-Rivera, Ms. La Lande, and Mr. Oliveira; |
| – | 2022: Mr. Basilio, Mr. Maciel, Mr. Abrams-Rivera, Ms. La Lande, and Mr. Oliveira; |
| – | 2021: Mr. Basilio, Mr. Abrams-Rivera, Ms. La Lande, and Mr. Oliveira; and |
| – | 2020: Mr. Basilio, Mr. Abrams-Rivera, Mr. Oliveira, and Flavio Torres. |
| Mr. Oliveira’s compensation is paid in British pounds (£) and Mr. Torres’ compensation was paid in Brazilian real (R$). 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: |
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Reconciliation of Average SCT for Non-CEO NEOs to Average CAP to Non-CEO NEOs:
| CAP to Non-CEO NEOs | | 2023 | | 2022 | | 2021 | | 2020 |
| Summary Compensation Table (SCT) Total(i)(ii) | | 6,765,828 | | 5,609,580 | | 6,259,577 | | 9,160,325 |
| Less, value of Stock Awards and Option Awards reported in SCT(iii) | | 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) | | 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) | | (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) | | (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) | | 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. |
| (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 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, and 2023 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 2023 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 2023. |
| (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. |
| (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. |
| (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 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, and 2023 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 2023 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 2023. |
| (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 2023 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) | PBP EBITDA is defined above under —Compensation Discussion and Analysis —2023 Executive Compensation Program—Annual Cash-Based Performance Bonus Plan (PBP)—Financial Measure. |
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List of Financial Performance Measures
The following represent the most important metrics we used to determine CAP for 2023, as further detailed in the Compensation Discussion and Analysis in this Proxy Statement:
| ● | PBP EBITDA |
| ● | Organic Net Sales |
| ● | Cash conversion |
| ● | Market share |
| ● | PBP Adjusted Gross Profit Margin |
Cumulative TSR
Peer Group
The TSR peer group includes S&P Consumer Staples Good and Soft Drink Products companies, as also disclosed in our 2023 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 30, 2023. 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
December 27, 2019 December 24, 2020 December 23, 2021 December 30, 2022 December 30, 2023 Kraft Heinz S&P Consumer Staples Packaged Food & Soft Drinks $0 $20 $40 $60 $80 $100 $120 $140 $160
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 2023 Annual Report.
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Compensation Actually Paid
CAP versus Company Cumulative TSR
Compensation Actually Paid CAP versus Company Cumulative TSR Compensation Actually Paid (CAP) $ in millions Total Shareholder Return (TSR) Value of Initial Fixed $100 Investment CAP to CEO Average CAP to Non-CEO Company TSR $140.65 $8.16 $0 $2 $4 $6 $8 $10 $12 $14 $16 $0 $25 $50 $75 $100 $125 $150 $175 $200 2020 2021 2022 2023 $117.05 $123.00 $15.04 $13.13 $6.90 $7.25 $11.04 $9.45 $148.13 $5.38
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
CAP versus Net Income Compensation Actually Paid (CAP) $ in millions Net Income $ in millions CAP to CEO Average CAP to Non-CEO Net Income $8.16 $0 $2 $4 $6 $8 $10 $12 $14 $16 $0 $400 $800 $1,200 $1,600 $2,000 $2,400 $2,800 $3,200 2020 2021 2022 2023 $15.04 $13.13 $6.90 $7.25 $11.04 $9.45 $5.38 $361 $1,024 $2,368 $2,846
Net income has steadily increased while 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 Four-Year Cumulative PBP EBITDA
CAP versus Four-Year Cumulative PBP EBITDA Compensation Actually Paid (CAP) $ in millions 4-Year Cumulative PBP $ in millions CAP to CEO Average CAP to Non-CEO 4-Year Cumulative PBP $8.16 $0 $2 $4 $6 $8 $10 $12 $14 $16 $0 $1,000 $2,000 $3,000 $4,000 $5,000 $6,000 $7,000 $8,000 2020 2021 2022 2023 $15.04 $13.13 $6.90 $7.25 $9.45 $5.38 $6,277 $6,031 $6,797 $6,289 $11.04
There is a positive correlation between the CAP to our CEO and other NEOs and PBP EBITDA, our Company-selected financial measure, primarily due to the fact that we use PBP EBITDA to determine incentive plan payouts. The reduction of PBP EBITDA over the three-year period from 2020 to 2022 is primarily due to the impact of divestitures in 2021 and 2022, including the sale of certain assets in our global nuts business and global cheese businesses, and higher COVID-19-related at home consumption during 2020.
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AUDIT MATTERS
PROPOSAL 3. RATIFICATION OF THE SELECTION OF INDEPENDENT AUDITORS
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 31, 2022.28, 2024. 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. The
Following its review, the Audit Committee and the Board of Directors 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.
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 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 20212023 and 2020,2022, see
Selection of Independent Auditors, Independent Auditors’ Fees and Services, and Pre-ApprovalPre-Approval Policy on page 82.Recommendation
below.
THE BOARD AND AUDIT COMMMITTEE RECOMMEND A VOTE FORTHE RATIFICATION OF THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS KRAFT HEINZ’S INDEPENDENT AUDITORS FOR 2024.
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| | The Board and Audit Committee recommend a vote FOR the ratification of the selection of PricewaterhouseCoopers LLP as Kraft Heinz’s independent auditors for 2022.
| | |
The Kraft Heinz Company 2022 Proxy Statement|81
Proposal 4. Ratification of the Selection of Independent Auditors
Selection of Independent Auditors
INDEPENDENT AUDITORSThe 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 2022.
Independent Auditors’ Fees and Services
2024.INDEPENDENT AUDITORS’ FEES AND SERVICES
Aggregate fees for professional services rendered by our independent auditors, PwC, for fiscal years 20212023 and 20202022 are set forth in the table below. All fees include out-of-pocket expenses.
| | | | | Fiscal Year Ended | |
| | | | | December 25, 2021 | | | December 26, 2020 | |
| | PwC Fees | | | ($ thousands) | |
| | Audit fees(1) | | | | | 11,269 | | | | | | 12,617 | | |
| | Audit-related fees(2) | | | | | 4,107 | | | | | | 1,443 | | |
| | Tax fees(3) | | | | | 2,462 | | | | | | 1,538 | | |
| | All other fees(4) | | | | | 41 | | | | | | 41 | | |
| | Total | | | | | 17,879 | | | | | | 15,639 | | |
(1)
Audit fees include (a) the audit of our consolidated financial statements, including statutory audits of the financial statements of certain of our affiliates, and (b) the reviews of our unaudited condensed consolidated interim financial statements (quarterly financial statements).
(2)
Audit-related fees include professional services in connection with divestiture activity, accounting consultations, and procedures related to various other audit and special reports. The increase from 2020 to 2021 was driven by divestiture activity.
(3)
Tax fees include professional services in connection with tax compliance and advice.
(4)
All other fees consist principally of software license fees related to research and benchmarking as well as services to support regulatory requirements.
Pre-Approval Policy
| | | Fiscal Year Ended |
| | | December 30, 2023 | | December 31, 2022 |
| PwC Fees | | ($ thousands) |
| Audit fees(1) | | 11,619 | | 12,434 |
| Audit-related fees(2) | | 117 | | 210 |
| Tax fees(3) | | 2,745 | | 1,903 |
| All other fees(4) | | 2 | | 460 |
| TOTAL | | 14,483 | | 15,007 |
| (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 20212023 fiscal year, the Audit Committee pre-approved all audit and non-audit services provided by the independent auditors.
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82|ir.kraftheinzcompany.com
Proposal 4. Ratification of the Selection of Independent Auditors
Audit Committee Report for the Fiscal Year Ended December 25, 2021
AUDIT COMMITTEE REPORT FOR THE FISCAL YEAR ENDED DECEMBER 30, 2023
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;
•
The performance of Kraft Heinz’s internal auditors and the internal audit function;
•
Kraft Heinz’s financial matters and financial strategy; and
•
Kraft Heinz’s guidelines and policies with respect to risk assessment and risk management.
| ● | 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; |
| ● | The performance of Kraft Heinz’s internal auditors and the internal audit function; |
| ● | Kraft Heinz’s financial matters and financial strategy; and |
| ● | 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:
•
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.
| ● | 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.
| ● | 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.
| ● | 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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| 2024 Proxy Statement | 102 |
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.
The Kraft Heinz Company 2022 Proxy Statement|83
Proposal 4. Ratification of the Selection of Independent Auditors
Prior to Kraft Heinz’s filing of its Annual Report on Form 10-K for the year ended December 25, 202130, 2023 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.
| ● | 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 25, 2021,30, 2023, which was filed with the SEC on February 17, 2022.
| AUDIT COMMITTEE | | | | |
|  |  |  |  | |
| John C. Pope
Chair | Humberto P.
Alfonso | John T. Cahill | Lori Dickerson
Fouché | |
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AUDIT COMMITTEE
John C. Pope, Chair
Lori Dickerson Fouché
Elio Leoni Sceti
Susan Mulder
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We have been notified that a group
STOCKHOLDER PROPOSALS
PROPOSAL 4. STOCKHOLDER PROPOSAL –REPORT ON RECYCLABILITY CLAIMS
Janet Jensen Dell of stockholder co-proponentsThe Last Beach Cleanup, 24551 Del Prado, #4201, Dana Point, CA 92629, the owner of at least $2,000 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 proponentsproponent in accordance with SEC rules. We will provide the name, address, and number of shares held by the proponents promptly upon oral or written request by a stockholder.
If properly presented at the Annual Meeting by or on behalf of the proponents,proponent, the Board recommends that you vote
AGAINSTthis proposal for the reasons set forth in Kraft Heinz’s Statement in Opposition, which directly follows the proposal.Stockholder ProposalWHEREAS: The California State Attorney General and public lawsuits are challenging the legitimacy of product companies’ recycling labels and claims on plastic packaging. Comprehensive reports established that only some types of plastic bottles and jugs are recyclable in the U.S. Kraft is currently employing three types of recyclable labels on other types of plastic packaging that are being legally challenged: “Store Dropoff,” “Check Locally,” and “Remove Label.” Other major brands have announced they will stop using such labels on their products. Store Dropoff: In 2022, the CA State AG announced an investigation into the use of recyclable labels on plastic bags in California, warning bag manufacturers with multimillion dollar fines. This has direct impact on Kraft since the company uses the same type of “Store Dropoff” recycle symbol label on plastic film packaging. Three lawsuits were also filed in California alleging the use of the recycle symbol with the words “Store Dropoff” on plastic bags and films is not legal. CA State AG and lawsuits cited 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. The Commission’s motivation was to stop consumer confusion that causes high disposal of plastic bags and films in curbside recycling bins, causing hazards to workers and contamination of valuable paper bales. Check Locally: 2022 detailed assessments of plastic recycling by Greenpeace established that, other than some types of plastic bottles/jugs, most plastic packaging 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, worthless plastics as recyclable. Kraft should be truthful with consumers and not mislabel products that could contribute to plastic contamination in curbside recycling systems and incur potential legal liability due to deceptive advertising. Ultimately, instead of using unrecyclable plastic packaging, Kraft should redesign product packaging to be truly recyclable or compostable through existing curbside programs and local processing that are easily accessed by all consumers. BE IT RESOLVED: Shareholders request the board of directors issue a report by December 2024 providing the factual basis for legitimacy of all recyclable claims made on plastic packaging. Report should include substantiation required by California law (Cal. Bus. & Prof. Code §17580) that must be made available to the public on request, including that plastic packaging labeled as recyclable meets all of the criteria for statewide recyclability pursuant to subdivision (d) of Section 42355.51 of the Public Resources Code. The report should be prepared by independent legal and technical experts who have no financial conflicts caused by working for the plastics or plastics recycling industry. SUPPORTING STATEMENT: Proponents note the report should be prepared at reasonable cost, omitting confidential information, and include an assessment of the reputational, financial, and operational risks associated with continuing to use recyclable labels on plastic products that are not actually recycled. |
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PROPOSAL 4 Kraft Heinz’s Statement in Opposition At Kraft Heinz, we are committed to recycling and to providing consumers with clear information to help increase recycling rates as much as possible. While we aim to encourage recycling among consumers, we also recognize that the recycling landscape is dynamic and rapidly evolving, and we strive to continue to evolve with it. We believe our current efforts are designed to meet the objectives of the proposal and to have a significant impact on improving and reducing our packaging while reducing risk for the Company. We have stringent internal measures in place designed to provide that on-pack claims are not misleading to consumers. Our on-pack recycling labels are reviewed by our Recyclable, Reusable, and Compostable Committee. Represented by internal experts from 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 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 (a “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 StrategyOur 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. 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. The majority of our packaging is paper-based, glass, or metal materials that are recyclable. The remaining portion of our packaging is largely made up of flexible plastic films or rigid plastic containers that are challenging to recycle in the existing recycling infrastructure. We are also strengthening our packaging efforts by continuing to transition our portfolio toward reducing our packaging and introducing more sustainable packaging alternatives. In 2023, we also announced our aim to reduce our use of virgin plastic by 20% by 2030 (versus 2021). While we are proud of our accomplishments, we are also cognizant of the road ahead to convert the remaining part of our portfolio to be recyclable, reusable, and/or compostable. At this time, the portion of our portfolio that is not yet widely recyclable is made up of films and flexible materials, which are critical for consumer convenience, cost, food safety, and prevention of food waste. We are evaluating this part of the portfolio for alignment with “design for recycling” guidelines and working closely with industry groups to collectively improve recycling infrastructure and explore alternatives. We are also evaluating and will remove label statements that are not supported or may be problematic under state laws governing recycling information on product labels. |  |
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We are Collaborating to Help Create a More Circular EconomyWe play an active and leadership role within various industry packaging associations aimed at improving key aspects of sustainable packaging and the circular economy around the globe, including: ● The Association of Plastic Recyclers (“APR”), an international trade association representing the plastics recycling industry, as a member of the APR film reclamation and PET technical committees. ● The Sustainable Packaging Coalition, a membership-based collaborative in the U.S. that believes in the power of industry to make packaging more sustainable. ● The Recycling Partnership, a U.S. organization focused on improving recycling and driving measurable sustainability, as a member of the film and flexibles recycling coalition steering committee and the PET recycling coalition. ● The U.S. Plastics Pact, which aims to create a circular economy for plastics in the U.S., as a member of the post-consumer recycling, design for recyclability, and film and flexibles workstreams and the Advisory Council. A more extensive list of our packaging industry partnerships is listed in our 2023 ESG Report. We are Investing in Consumer EducationWe 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 2016, using its standardized on-pack recycling guide to inform consumers on packaging recycling. We believe How2Recycle’s labeling program is the best available recycling standard, as it is based on nationally harmonized data and provides consistent and transparent on-package disposal instructions for consumers in the US and Canada. Given our current practices and our ongoing efforts with respect to improving and reducing 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 in light of the cost of such report. We believe the report requested by the proponent would divert time and expenses from our current efforts and reporting without adding value for stockholders or other stakeholders. |
THE BOARD RECOMMENDS A VOTEAGAINSTTHE STOCKHOLDER PROPOSAL.
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Water is a vital resource for communities, ecosystems, and companies. Yet, poor water management and climate change are contributing to water shortages and water pollution nationwide and globally. Competition for water, weak regulation, growing demands, aging infrastructure, water scarcity and water contamination are all sourcesPROPOSAL 5. STOCKHOLDER PROPOSAL –REPORT ON GROUP-HOUSED PORK
The Accountability Board, Inc., 401 Edgewater Place, #600, Wakefield, MA 01880, the owner of material financial risks for companies.
Climate change exacerbates these risks. According to the Intergovernmental Panel on Climate Change August 2021 report, climate change is intensifying the water cycle, resulting in more intense droughts and rainfall linked to flooding. The TCFD recommends water risk disclosure saying: “Organizations’ financial performance may also be affected by changes in water availability, sourcing, and quality; food security…”
To identify water risk and reduce costs, many companies - including Conagra Brands, General Mills, Kellogg Company, Nestlé, and Unilever - conduct water risk assessments for both operations and supply chains. However,at least $25,000 of Kraft Heinz conducts a water risk assessment onlystock, has submitted and intends to present the following proposal for direct operations. The company claims in its 2020 ESG Report that it is “committed to water stewardship in every facet of our business, from our quality controls toconsideration at the relationships we have with our growers and suppliers.” Despite ranking “Water Use & Conservation” as oneAnnual Meeting. We are not responsible for the accuracy or content of the top issuesproposal or supporting statement, which are presented as received from the proponent in its materiality assessment, Kraft Heinz entirely fails to accountaccordance with SEC rules. If properly presented at the Annual Meeting by or on behalf of the proponent, the Board recommends that you vote AGAINST this proposal for the water footprint of its agricultural supply chain, which for food companies often represents a major source of water risk.
Kraft Heinz conducted a supply chain risk assessment for human rights but has not disclosed conducting similar assessments for water. Yet Kraft Heinz clearly recognizes the materiality of water to its business, notingreasons set forth in its 2020 Sustainability Report, “As a food and beverage company, having access to sufficient amounts of quality fresh water, both now and in the future, is critical to our business. Water is used in many areas of our value chain. It is a vital input for growing various agricultural ingredients we use in our products.”
Without a full value chain water risk assessment and disclosure of quantitative performance metrics and best practice strategies for water management targeted to the areas of water stress, investors cannot gauge whether Kraft Heinz is adequately managing its water risk.
Resolved: Shareholders request that Kraft Heinz report to shareholders, using quantitative indicators where available, an assessment to identify, considering the growing pressures on water supply quality and quantity posed by climate change, its total water risk exposure, and policies and practices to reduce this risk and prepare for water supply uncertainties associated with climate change.
Supporting Statement:
Proponents request the report disclose, at management’s discretion:
•
Results of comprehensive water risk assessments for operations and supply chain
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Water scarcity planning, including identifying at risk facilities and supply chains
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Targets to reduce water withdrawals, water discharges, and replenish water resources
The Kraft Heinz Company 2022 Proxy Statement|85
Proposal 5. Stockholder Proposal – Water Risk
•
Any monitoring of water resources
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Any integration of water management into governance mechanisms
•
Any water-related engagement with value chain partners
Kraft Heinz’s Statement in Opposition, which directly follows the proposal.Stockholder Proposal
Dear fellow shareholders, The 2023 “Transparency Trends” report from FMI (an industry trade group with a Kraft Heinz officer on its Board) found it’s “extremely important” to the vast majority of shoppers “that brands or manufacturers…are transparent,” with 74% saying that specifically means providing “values-based information such as [about] animal welfare.” This proposal seeks such transparency. As background: In 2012, Kraft Foods announced Oscar Mayer would move away from gestation stalls by 2022. These cages lock pregnant pigs into solitary confinement, keeping them from even turning around, whereas alternatives use group housing. Then, a shareholder proposal praising that commitment won 80% of the vote. Since then, Kraft Heinz (KHC) has been promoting its own pledge. ● Its 2017 ESG report and 2018 proxy statement touted the “elimination of gestation stalls globally by 2025” and a 2018 “Post-Integration Update” referenced “100% gestation stall-free housing” by 2025. ● Elsewhere, from 2017 to 2021, KHC claimed it was working with suppliers in North America, giving preference to those that could help achieve its goal. ● And its 2023 ESG Report assures shareholders it’s “phasing out the purchase of pork from suppliers who use gestation stalls.” Doing so would make sense, since (in addition to the substantial ethical implications) animal welfare poses material risks that can jeopardize the delivery of durable financial returns. Since 2016, KHC’s even been doing animal welfare “risk assessments.” Its 2021 proxy statement called animal welfare one of the ESG “issues that matter most” to its business and stockholders. And “animal welfare” appears 30 times in its 2017 ESG report, nearly 50 in the 2020 report, almost 70 in the 2021 report, and nearly 100 in the 2022 and 2023 reports. |
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But when examining KHC’s progress reporting, concerns arise. ● From 2017 to 2021, KHC touted: “In Europe, our supply has already met [our group housing] goal.” And its 2023 ESG Report boasts 98% compliance in Europe and 24% globally. ● What KHC doesn’t mention is that since 2013, E.U. law has mandatedgroup housing; it also doesn’t disclose what portion of its global 24% is from the E.U. ● Further, no measurable progress whatsoever is disclosed for any othergeographic operating region—including North America (despite KHC’s yearslong purchasing preference there). This raises questions about KHC’s actual progress. In particular, how much (if any) group-housed pork is it using outside of where group housing is legally required? RESOLVED: Shareholders ask KHC to disclose its percent of group-housed pork in each main geographic region and establish measurable targets for “phasing out the purchase of pork from suppliers who use gestation stalls.” Since it’s fair to infer that knowing the globalpercentage (which KHC reports) would require knowing the requested data, this strikes us as exceedingly straightforward. And given a decade of promises from Kraft/KHC, reestablishing targets seems reasonable. Thank you. Contact: KHC@TABholdings.org 
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PROPOSAL 5 Kraft Heinz’s Statement in Opposition At Kraft Heinz, we believe that animals deserve a good quality of life and to be treated fairly. Although we neither own nor manage farms, we are committed to the care of animals in our supply chain and require our suppliers to treat animals with care, understanding, and respect. We believe that good animal welfare, environmental sustainability, and healthy people form an interconnected system and well-managed farms reduce waste and provide a safe, nutritious food supply. Knowing this, we integrate science and societal ethics in our animal welfare decisions. Our Global Animal Welfare Policy and Supplier Implementation Guide, which set forth our policies and expectations for our suppliers with respect to the treatment of animals, among other things, are available on our Supplier Hub at www.kraftheinzcompany.com/supplier-hub. We Focus our ESG Efforts on Areas of Greatest Impact while Maintaining an Accessible Product PortfolioAs one of the largest food and beverage companies in the world, we believe that it is our responsibility to be good stewards of the planet and care for our people, including consumers. As such, we strive to balance our ESG priorities, while recognizing the financial impact of ESG efforts on consumers. In doing so, we believe we can reduce our impact on the planet and drive the industry forward while still creating value for consumers. As a global company with a broad and diverse footprint, Kraft Heinz’s ESG strategy is designed to prioritize the issues that matter most to the Company’s business and stakeholders. Our strategy includes three key pillars: Healthy Living & Community Support, Environmental Stewardship, and Responsible Sourcing. Our ESG strategy is underpinned by our ESG materiality assessment that drives our critical areas of focus including health and nutrition, product safety and quality, climate change, and sustainable agriculture. We Continue Evaluating the Purchase of Pork from Suppliers Who Use Gestation Stalls, Minding Availability and CostsAs we mature in our ESG journey, we believe it is critical that we make challenging decisions on our ESG priorities based on our ability to create the greatest impact possible. These considerations and decisions are multi-faceted and challenging. We continue to strive to balance them and to be transparent with our stakeholders. We do not own farms, produce, or supply pork and purchase a limited amount. In 2022, we purchased approximately 1% of U.S.-produced pork and a significantly smaller proportion of globally-produced pork. As such, while animal welfare is not identified as a critical area within our ESG materiality assessment, we continue to drive progress alongside our suppliers. When it comes to open pen gestation, we continue to evaluate the purchase of pork from suppliers who use gestation stalls where possible, taking into consideration supplier availability and costs, including the cost to consumers and our business, as well as the impact on stockholder value. In 2022, approximately 24% of our global and approximately 98% of our European pork supply came from sows housed in group pen gestation. | |
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We Work Closely with Our Suppliers to Uphold a Zero-Tolerance Policy for Animal WelfareWe require our suppliers to have a zero-tolerance policy for animal abuse and neglect and to train all individuals working with or around live animals accordingly. We request suppliers of animal and animal-derived products to complete an annual animal welfare risk self-assessment. We publish the results of this assessment in our annual ESG Report. The assessment was developed by a cross-functional internal panel of animal welfare, procurement, and quality team members and reviewed by an external team of animal welfare scientists. The assessments review suppliers’ strengths and weaknesses on animal welfare policies, personnel training, transportation, stunning methods, and auditing. Kraft Heinz’s animal welfare team works with lower-performing suppliers, which make up a small percentage of our total supply chain, to create action plans to develop policies and procedures that improve animal welfare. Low-performing suppliers that are unwilling or unable to improve animal welfare may jeopardize their status as Kraft Heinz suppliers. When we find evidence of non-compliance, we take appropriate action, which may include suspending the supplier until corrective actions have been implemented or termination of our relationship. We Aim for Transparency and to Comply with Regulatory RequirementsKraft Heinz products are designed to comply with applicable laws in the country of manufacture and marketing. For example, in compliance with new regulations in California and Massachusetts, we are shipping products to those markets from pigs housed in open pens as required. In addition, we monitor and evaluate suppliers’ compliance with our policies and local laws through our due diligence processes and audits, which are embedded in our supplier selection and contracting procedures. We expect suppliers to raise animals in accordance with the laws and ordinances where they do business. Finally, we are committed to being transparent about group-housed pork purchases in our ESG Reports and other disclosures. Given our current ESG efforts, including the policies and practices established with respect to animal welfare and the progress the Company is making on the ESG topics the Company has determined are most significant for Kraft Heinz, as well as the transparency of our annual reporting, the Board believes that the adoption of the stockholder’s proposal would divert management’s time and Kraft Heinz resources without providing meaningful benefit to the Company or our stockholders. |
THE BOARD RECOMMENDS A VOTEAGAINSTTHE STOCKHOLDER PROPOSAL.
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PROPOSAL 6. STOCKHOLDER PROPOSAL –REPORT ON GREENHOUSE GAS GOALS
The National Center for Public Policy Research, 2005 Massachusetts Avenue NW, Washington, DC 20036, the owner of at least $2,000 of Kraft Heinz stock, has submitted and intends to Proposal 5
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. If properly presented at the Annual Meeting by or on behalf of the proponent, the Board recommends that you vote AGAINST this proposal for the reasons set forth in Kraft Heinz’s Statement in Opposition, which directly follows the proposal.
Stockholder ProposalWHEREAS: Shareholders must protect our assets against potentially unfulfillable Company ESG promises, including the extent to which the Company can reduce Scope 1, 2, and 3 greenhouse gas (GHG) emissions. The Securities and Exchange Commission (SEC) has taken enforcement actions related to Environmental, Social, Governance (ESG) issues or statements by companies who misrepresent or engage in fraud related to ESG efforts.1 In 2021, the SEC created the Climate and ESG Task Force in its Division of Enforcement.2 The focus of the Task Force is “to identify any material gaps or misstatements” in disclosure of climate risks and analyze “compliance issues relating to investment advisers’ and funds’ ESG strategies.”3 The Task Force has taken numerous enforcement actions including charging Goldman Sachs for policies and procedures failures related to ESG investments, resulting in a $4 million penalty,4 and charging DWS Investment Management Americas Inc. in part for misstatements regarding its ESG investment process that resulted in an overall $25 million in penalties.5 The SEC has proposed to require companies to disclose information about their Scope 1 and 2 emissions, and to require them to disclose Scope 3 emissions “if material or if the registrant has set a GHG emissions target or goal that includes Scope 3 emissions.”6 The Environmental Protection Agency defines Scope 3 emissions as, “the result of activities from assets not owned or controlled by the reporting organization, but that the organization indirectly affects in Its value chain.”7 Put differently, “Scope 3 emissions for one organization are the scope 1 and 2 emissions of another organization.” 8 This means that Scope 3 emissions are already counted as another entity’s emissions, and are external to the reporting company, such as product use and how employees commute.9 Voluntary carbon-reduction commitments create risk of SEC enforcement without providing clear benefit to the climate or other values. In August 2023, the Global Climate Intelligence Group asserted, “There is no climate emergency.”10 The declaration includes 1,609 signatories and “oppose[s] the harmful and unrealistic net-zero CO2 policy proposed for 2050.”11 A June 2023 study by the Energy Policy Research Foundation found that net zero advocates have misconstrued the International Energy Agency’s position on new oil and gas investment and that it has made questionable assumptions and milestones for NZE about government policies, energy and carbon prices, behavioral changes, economic growth, and technology maturity.12 |
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SUPPORTING STATEMENT: Kraft Heinz has voluntarily committed to halving GHG emissions by 2030 and being a net-zero company by 2050.13 This promise includes commensurate reductions in Scope 3 emissions, despite the fact the Company has no real control over Scope 3 emissions and has failed to report on our goals and progress with respect to water risk, as well as our other sustainability efforts. In light of our current reporting, we do not believe that producing the additional report requested by the proponents would add value for our stockholders, particularly given the significant amount of management time, effort, and expense such additional report would require. Accordingly, we do not believe the report requested by this proposal would add meaningfully to our ongoing efforts or be in the best interests of our stockholders.
As underscored by the proponents, as a food and beverage company, we view having access to sufficient amounts of quality fresh water as critical to our business. Making high-quality products requires that we begin with high-quality ingredients of which fresh quality water is a key input, including as a direct ingredient in many of our products and a key resource in our manufacturing, cleaning, and sanitation processes, as well as for the agricultural ingredients we use in our products.
We believe our current and planned policies and practices are designed to address the proponents’ concerns by reducing the most critical water-related risks in our business and promoting transparency for our stockholders. We have undertaken a wide range of initiatives to bolster water stewardship throughout our value chain, including related to our agricultural practices and the farmers from which we source. Each of our core ESG Steering Group’s subcommittees, including in Sustainable Manufacturing, Responsible Sourcing, Sustainable Agriculture, Animal Welfare, Sustainable Packaging, Product Health, and Corporate and Government Affairs, is involved in designing initiatives relating to our water stewardship.
We Regularly Report on Our Sustainability Goals, Efforts, and Progress
We report on our sustainability efforts, including our goals and progress with respect to water risk and the impacts of climate change annually in our ESG Report. Our ESG Report is prepared utilizing the GRI Sustainability Standard and aligned to the general principlesits evaluation of the SASB industry standards for foodtechnological or financial feasibility of such commitments. Given the SEC’s climate and beverage companies and the TCFD recommendations, all of which have water components addressed in the information we make publicly available. For more information, see Corporate Governance and Board Matters—Environmental Social Governance beginning on page 32.In addition, in 2020, we became a signatory to the CEO Water Mandate, which mobilizes business leaders to address global water challenges through corporate water stewardship, in partnership with the United Nations, governments, civil society organizations, and other stakeholders. As a signatory, we have committed to taking action across six key commitment areas and reporting annually on our progress. As part of this commitment, we expect to identify and reduce critical water risks to our business, seize water-related opportunities, and contribute to water security and the United Nations Sustainable Development Goals. We also report our water management and performance efforts to CDP, formerly the Carbon Disclosure Project, a non-profit that operates an international disclosure system for investors, companies, cities, states, and regions to manage their environmental impacts, through CDP’s annual water questionnaire.
We are Making Progress on Reducing Water Risk within Our Direct Operations
We continue to prioritize and invest in the most needed water risk areas and have set quantitative goals for reduction in our water use in our direct operations.
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Proposal 5. Stockholder Proposal – Water Risk
In 2020, we updated our water risk assessment of our global manufacturing operations with Antea Group, a leading third-party global sustainability consulting firm and provider of water resource expertise to the food and beverage sector, which is certified by CDP. As disclosed in our 2021 ESG Report, following the 2020 assessment, we developed a plan that focuses on 19 high-risk water areas to drive improvements and mitigate risks, and to provide updates into our risk evaluation on an ongoing basis.
We also continue to make progress against our previously disclosed 2025 goals to reduce water use intensity by 20 percent per metric ton of product made in high-risk watershed areas and by 15% per metric ton of product made across our manufacturing facilities, each measured against a 2019 baseline. As reported in our 2021 ESG Report, we achieved 5.2 percent reduction in high-risk watershed areas and 2.8 percent reduction across our manufacturing facilities as of the end of 2020, on track to meet our goals. Moreover, through a continued partnership with Ecolab Inc., a third-party provider of services, technology, and systems that specialize in water treatment, purification, cleaning, and hygiene, in 2020, we identified 32 projects across our manufacturing sites with a combined annual water savings of more than 94 million gallons, with a total annual cost reduction of approximately $2.6 million.
We are Targeting Water Risk Across Our Value Chain
While we see good water stewardship within our direct operations as a critical area for direct and more immediate impact, our approach to water stewardship spans throughout our value chain.
We have incorporated water stewardship as a key tenet in our Sustainable Agriculture Practices Manual and our Supplier Guiding Principles, which include specific requirements and expectations around good water stewardship and disclosure. Our Sustainable Agriculture Practices Manual has been audited by SureHarvest, a third-party agricultural consulting, information technology, and certification firm, against the Sustainable Agricultural Initiative’s Farm Sustainability Assessment. In addition, in 2021, we launched a due diligence and audit program with our suppliers, which includes environmental performance reporting and monitoring related to water use.
Our cross-functional and collaborative approach to sustainability takes into consideration water risk reduction in other areas of our efforts, including human rights, sustainable sourcing, and carbon emissions. For example:
•
In 2019, we conducted a global human rights risk assessment with Elevate Limited, a third-party provider of data-driven sustainability and supply chain assessment, which included wastewater management and other water-related environmental policies and practices.
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In 2020, we continued to make progress toward our goal to source tomatoes for Heinz tomato ketchup 100 percent sustainably, which will also increase water efficiency. We expect to further report on this goal later this year.
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In 2021, we reaffirmed our aim to set a Science Based Target for greenhouse gas emissions, aligned with the Science Based Targets initiative’s (SBTi) 1.5-degree Celsius target and new Net-Zero Standard. We also announced a goal to be carbon neutral by 2050. We expect these efforts to help mitigate potential negative water impacts throughout our value chain that would otherwise be exacerbated by climate change.
Finally, we expect to release a Global Water Policy by 2023 to provide a holistic picture of our governance and water stewardship targets and initiatives, which are underway.
Given our current policies and practices and our ongoing efforts with respect to water conservation and stewardship, the Board of Directors believesenforcement actions, the Company is addressingmust exercise caution and provide transparency about such commitments.RESOLVED: Shareholders request the concerns raised in the proposal andCompany produce a report would not provide stockholders with any more meaningful information, particularly in light ofanalyzing the cost of such report.
Recommendation
risks arising from voluntary carbon-reduction commitments.1 | https://www.sec.gov/securities-topics/enforcement-task-force-focused-climate-esg-issues |
| 2 | https://www.sec.gov/news/press-release/2021-42 |
| 3 | https://www.sec.gov/news/press-release/2021-42; https://www.sec.gov/securities-topics/enforcement-task-force-focused-climate-esg-issues |
| 4 | https://www.sec.gov/news/press-release/2022-209 |
| 5 | The Board recommends a vote AGAINST the stockholder proposal.
https://www.sec.gov/news/press-release/2023-194 |
| 6 | https://www.sec.gov/news/press-release/2022-46 |
| 7 | https://www.epa.gov/climateleadership/scope-3-inventory-guidance |
| 8 | https://www.epa.gov/climateleadership/scope-3-inventory-guidance |
| 9 | https://www.epa.gov/climateleadership/scope-3-inventory-guidance |
| 10 | https://clintel.org/wp-content/uploads/2023/08/WCD-version-081423.pdf |
| 11 | https://clintel.org/wp-content/uploads/2023/08/WCD-version-081423.pdf |
| 12 | https://assets.realclear.com/files/2023/06/2205_a_critical_assessment_of_the_ieas_net_zero_scenario_esg_and_the_cessation_of_ investment_in_new_oil_and_gas_fields.pdf |
| 13 | https://news.kraftheinzcompany.com/press-releases-details/2021/Kraft-Heinz-Cements-Climate-Ambition-Commits-to-Carbon-Neutrality-by -2050/default.aspx |
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| 2024 Proxy Statement | 112 |
PROPOSAL 6 Kraft Heinz’s Statement in Opposition As one of the world’s largest food and beverage companies, we take seriously our responsibility to reduce our environmental impact in the face of climate change. We believe that corporations have a significant role to play in curbing global GHG emissions, whether it be through our direct operations or within our value chain. Food production is extremely vulnerable to the threat of unexpected climate variances, and it is critical that the industry prioritize both climate mitigation and adapt initiatives to help provide a stable and affordable food supply for the global community. Prioritizing Climate Change and Science Based TargetsAs a global company with a broad and diverse footprint, our Kraft Heinz ESG strategy is designed to prioritize the issues that matter most to the Company’s business, our stockholders, and stakeholders, focusing on areas that have the greatest potential for impact. Our strategy includes three key pillars: Healthy Living & Community Support, Environmental Stewardship, and Responsible Sourcing. We have a variety of goals within each pillar that help guide us toward improving our environmental and social footprint. Climate change and topics directly related to climate change such as sustainable agriculture and sustainable packaging are some of our most critical ESG material topics. We prioritize our efforts and resources on these areas in an effort to drive lasting impact. Furthermore, we have engaged with many stockholders who share this priority. Given the importance of climate change in our ESG materiality assessment, we have pledged to achieve net zero GHG emissions across our operational footprint (Scope 1 and Scope 2) and global value chain (Scope 3) by 2050 and will also set interim 2030 targets, establishing our major commitment to contribute to global efforts to reduce the ongoing threat of climate change. We are currently in the process of verifying these targets with the Science Based Targets initiative and plan to disclose our Net Zero roadmaps in future ESG reporting. Accounting for and Managing Greenhouse Gases in our Value ChainWe conduct an annual assessment of our total value chain emissions, including verifying all three scope emissions by an independent third-party. We strive to be as transparent as possible in our GHG reporting and deploy internal and external resources to better understand our GHG footprint and improve data quality each year based on the best science available. Our current accounting is in line with the GHG Protocol, the leading international standard for corporate accounting and reporting emissions. We also seek to align our climate reporting with leading global frameworks such as the Global Reporting Initiative (GRI), the Taskforce for Climate-Related Financial Disclosures (TCFD) and the Sustainability Accounting Standards Board (SASB). Our Scope 3 emissions account for approximately 95% of our total emissions, and thus will be a primary focus of the Company’s reduction efforts. Managing emissions beyond our organizational boundary is challenging however, we believe that cooperation across value chain actors is essential in driving the industry forward towards more climate friendly practices whether it be through co-funding innovative pilots or demand pressure for more sustainable alternatives. | |
| |
| 2024 Proxy Statement | 113 |
The Kraft Heinz Company 2022 Proxy Statement|87
Key focus areas of our net zero program include: ● Reducing the impact of livestock emissions by partnering to scale methane inhibitors and anaerobic digesters for meat and dairy ingredients. ● Revising sourcing specifications for key commodities including regenerative agriculture, deforestation and conversion-free commitments and localization of sourcing. ● Transitioning to more circular and lower carbon packaging. The stockholder requests that we produce a report analyzing the risks arising from voluntary carbon-reduction commitments. We believe that clearer information on our GHG footprint can help us make climate smart business decisions which in turn helps manage climate risk and can bring value for stockholders. Furthermore, the stockholder’s request appears to directly contradict with impending climate legislation such as the EU Corporate Sustainability Reporting Directive (EU CSR-D) that requires organizations to disclose impacts, risks and opportunities related to climate change and other material ESG issues. Given our current ESG efforts and focus on climate, our Board believes that the adoption of the stockholder’s proposal would divert management’s time and Kraft Heinz resources without providing meaningful benefit to the Company or our stockholders. |
THE BOARD RECOMMENDS A VOTEAGAINSTTHE STOCKHOLDER PROPOSAL.
| |
2024 Proxy Statement | 114 |
OTHER INFORMATION
INFORMATION REGARDING THE ANNUAL MEETING
| 1 | WHEN AND WHERE IS THE ANNUAL MEETING? |
 WHEN | |  WHERE | |  ONLINE ACCESS |
| | | | | | | | |
Information Regarding the Annual Meeting
1
When and where is the Annual Meeting?
| ![[MISSING IMAGE: tm2134352d2-icon_whenpn.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-22-037838/tm2134352d2-icon_whenpn.jpg) When | | | | ![[MISSING IMAGE: tm2134352d2-icon_wherepn.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-22-037838/tm2134352d2-icon_wherepn.jpg) Where | | | | ![[MISSING IMAGE: tm213761d1-icon_onlinepn.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-22-037838/tm213761d1-icon_onlinepn.jpg) Online Access | |
| Thursday, May 5, 2022
2, 2024
11:00 a.m. Eastern Time | | | | Live via webcast at
www.virtualshareholdermeeting.com/KHC2022KHC2024 | | | | Online access will open
15 minutes prior to the start of the
Annual Meeting. | Meeting |
We will hold the Annual Meeting on Thursday, May 5, 2022 at 11:00 a.m. Eastern Time via live webcast at www.virtualshareholdermeeting.com/KHC2022. To attend, vote electronically, and submit questions during the meeting, visit
www.virtualshareholdermeeting.com/KHC2022the website referenced above and enter the control number included on your Notice, proxy card, or the instructions that accompaniedaccompany your proxy materials. To locate your control number: | 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 indicatedincluded 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 |
2 | WHO IS ENTITLED TO VOTE AT THE ANNUAL MEETING? |
Online access will open 15 minutes prior to the start of the Annual Meeting. For additional information about attending the virtual meeting, see Question 17 on page 94.2
Who is entitled to vote at the Annual Meeting?
The Board established March 7, 20224, 2024 as the Record Daterecord date for the Annual Meeting.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
| ● | 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 1,224,894,1421,215,638,048 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.
| |
| 2024 Proxy Statement | 115 |
88|ir.kraftheinzcompany.com
3
What are the proposals to be voted on at the Annual Meeting, and how does the Board recommend I vote?
| 3 | WHAT ARE THE PROPOSALS TO BE VOTED ON AT THE ANNUAL MEETING, AND HOW DOES THE BOARD RECOMMEND I VOTE? |
4
How do I vote my shares?
| 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 on page 90. | |  Internet | | 
Telephone | Internet
|  Mail | | Telephone
| | | Mail
| | |  During the Virtual Meeting | |
| | | | | 11:59 p.m.
Eastern Time on
May 4, 20221, 2024 | | | 11:59 p.m.
Eastern Time on
May 4, 20221, 2024 | | | | | | Before the polls close at
the Annual Meeting on
Thursday, May 5, 2022 | 2, 2024 |
| Registered Holders | | www.proxyvote.com | | 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 5, 20222, 2024 | | | Attend the Annual Meeting at www.virtualshareholdermeeting.com/KHC2022KHC2024 as provided in Question 17, on page 94, and follow the instructions provided during the Annual Meeting | |
| Beneficial Holders
(holders (holders in street name)* | | www.proxyvote.com | | 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/KHC2022KHC2024 as provided in Question 17, on page 94, 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. |
| |
| 2024 Proxy Statement | 116 |
The availability of Internet and telephone voting may depend on the voting procedures of the organization that holds your shares.
5
Why am I receiving these proxy materials?
| 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 20212023 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 5, 2022 | | | The Proxy Statement and 20212023 Annual Report are available at ir.kraftheinzcompany.com/proxy | | |
The Kraft Heinz Company 2022 Proxy Statement|89
6
What is the difference between registered holders and beneficial holders?
6 | WHAT IS THE DIFFERENCE BETWEEN REGISTERED HOLDERS AND BENEFICIAL HOLDERS? |
| | | | 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.Company, LLC. | | From Broadridge Financial Solutions, Inc. | From our transfer agent. | | | Instructs the proxies how to vote your shares. | |
| Beneficial Holders
(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 below. | 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?
| 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 Altria Deferred Profit-Sharing Plan for Hourly Employees, the Altria Deferred Profit-Sharing Plan for Salaried Employees, 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 2, 2022April 29, 2024. 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 on page 89to 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?
| 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 25, 2022,22, 2024, 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-timeone-time or ongoing basis, free of charge, you may follow the instructions in the Notice for making this request.90|ir.kraftheinzcompany.com
On or about March 25, 2022,22, 2024, we also emailed and mailed printed copies of our proxy materials to those of our stockholders who previously requested email and paper delivery, respectively. | |
| 2024 Proxy Statement | 117 |
What is the quorum requirement?
| 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 1,224,894,1421,215,638,048 shares of our common stock outstanding and entitled to vote.
The Kraft Heinz Company 2022 Proxy Statement|91
10
What vote is needed to approve each of the proposals?
10 | Proposal | | | Vote Requirement* | | | Abstentions | | | Broker Non-Votes+
| WHAT VOTE IS NEEDED TO APPROVE EACH OF THE PROPOSALS? |
| |
| Proposal | | Vote Requirement* | | Abstentions | | Broker Non-Votes+ |
1
| Election of Directors
| | Majority | Majority♦
| | | No effect | | | No effect | |
2 | 2
Advisory Vote to Approve Executive Compensation
| | Majority | Majority | | | No effect | | | No effect | |
3 | 3
Advisory Vote on the Frequency of Holding an Advisory Vote to Approve Executive Compensation
| | | Majority ![[MISSING IMAGE: tm2134352d1-ico_majoritybw.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-22-037838/tm2134352d1-ico_majoritybw.jpg) | | | No effect | | | No effect | |
| 4
Ratification of the Selection of PricewaterhouseCoopers LLP
as Our Independent Auditors for 2022
2024 | | Majority | Majority | | | No effect | | | None | |
4 | 5
Stockholder Proposal − Water Risk
– Report on Recyclability Claims | | Majority | Majority | | | No effect | | | No effect |
| 5 | Stockholder Proposal – Report on Group-Housed Pork | | Majority | | No effect | | No effect |
| 6 | Stockholder Proposal – Report on Greenhouse Gas Goals | | 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 on page 90, 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 4. Ratification of the Selection of PricewaterhouseCoopers LLP as our Independent Auditors for 2022 is 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.
♦
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 the event no option receives a majority of the votes cast, the option that receives the most votes will be considered the frequency that is preferred by our stockholders.
| * | 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 2024 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.
| |
| 2024 Proxy Statement | 118 |
92|ir.kraftheinzcompany.com
11
May I change or revoke my vote?
| 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 MeetingMeeting. | | | 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?
| 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 Morrow Sodali LLC, 333 Ludlow Street, 5th Floor, South Tower, Stamford, Connecticut 06902, to distribute and solicit proxies. We will pay Morrow Sodali LLC a fee of $15,000, 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”?
| 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?
| 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.
The Kraft Heinz Company 2022 Proxy Statement|93
15
Who counts the votes?
| ● | 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.
| |
| 2024 Proxy Statement | 119 |
How do I find out the voting results?
| 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 11, 2022.8, 2024. It will be available on our website at
ir.kraftheinzcompany.com/sec-filingssec-filings and on the SEC’s website at www.sec.gov.17
How can I attend the Annual Meeting?
17 | HOW CAN I ATTEND THE ANNUAL MEETING? |
 | | | To Attend the Annual Meeting | | | •
● Visit the meeting login page at www.virtualshareholdermeeting.com/KHC2022
•
KHC2024.● 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
below.Registered Holders : Use the control number included on the Notice or proxy card card.Beneficial Holders (hold your shares in street name): o
– 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
o
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
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. The list of stockholders will be available for inspection by stockholders of record during the Annual Meeting at www.virtualshareholdermeeting.com/KHC2022.
| |
 | | | | To Listen to the Annual Meeting(without a control number or legal proxy) | | | ● Visit www.virtualshareholdermeeting.com/KHC2022KHC2024 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. | |
94|ir.kraftheinzcompany.com
18
How can I submit questions?
18 | HOW CAN I SUBMIT QUESTIONS? |
 | | | During the Annual Meeting | | | •
● Visit www.virtualshareholdermeeting.com/KHC2022
•
KHC2024.● 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 on page 94)
•
17).● Type your question into the “Ask a Question” field and click “Submit”
| “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.
| |
| 2024 Proxy Statement | 120 |
How can I view the list of stockholders?
Stockholders may examine a list of registered stockholders as of the Record Date for any purpose germane to the Annual Meeting for 10 days prior to the Annual Meeting. To inspect the stockholder list before the Annual Meeting, contact our Investor Relations department at ir@kraftheinzcompany.com. The stockholder list will also be available to stockholders of record for examination during the Annual Meeting at www.virtualshareholdermeeting.com/KHC2022.
The Kraft Heinz Company 2022 Proxy Statement|95
Stockholder Proposals
STOCKHOLDER PROPOSALS
We presently anticipate that the 20232025 Annual Meeting of Stockholders will be held on or about May 4, 2023.
Stockholder
Proposals | Stockholder
Proposals | Description | | 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 20232025 Proxy Statement | | | Under SEC Rule 14a-8, a stockholder may submit a proposal for possible inclusion in the proxy statement for our 20232025 Annual Meeting of Stockholders by delivering written notice to Kraft Heinz at the address below | | | By the close of business on November 25, 202222, 2024 | | | The information required by Rule 14a-8 | |
| To nominate a candidate for election as a director or submit a proposal for consideration at our 20232025 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 20232025 Annual Meeting of Stockholders by delivering written notice to Kraft Heinz at the address below | | | Between the close of business on December 6, 20223, 2024 and the close of business on January 5, 2023 2, 2025 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. In addition, beginning with our 2023 Annual Meeting of Stockholders, we will be required under SEC Rule 14a-19 to include on our proxy card all nominees for director for which we have received notice under the rule. Such notice must be received by Kraft Heinz no less than 60 calendar days prior to the anniversary of the previous year’s annual meeting, which is March 6, 2023 for our 2023 Annual Meeting of Stockholders. This notice requirement is in addition to the applicable notice requirements under the advance notice provisions of our By-Laws described above.
| | | 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: | | 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
CorporateGovernance—Other Governance Policies and Board Matters—CorporatePractices—Governance Documents —Corporate Governance Materials Available on Our Website on page 24. You may also obtain a copy of our By-Laws from our Corporate Secretary by written request to the above address. | |
| 2024 Proxy Statement | 121 |
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Diversity Quick Summary
DIVERSITY QUICK SUMMARY
We provide the following information about our directors and officers for purposes of our compliance with Nasdaq rules and participation in various third-party surveys and raters. We ask our directors, director nominees, and employees to indicate their self-identification with respect to race/ethnicity, gender, gender identity, and sexual orientation, subject to applicable laws.
| | Directors | | | As of Fiscal Year End
(December 25, 2021) | | | As of the Record Date*
(March 7, 2022) | |
| | Number of directors | | | 11 | | | 11 | |
| | Directors that identify as women | | | 2 (18%) | | | 3 (27%) | |
| | Directors that identify as people of color | | | 3 (27%) | | | 4 (36%) | |
*
Reflects director nominees standing for election at the Annual Meeting. Does not include current directors that are not standing for re-election at the Annual Meeting, if any.
| | Officers | | | As of Fiscal Year End
(December 25, 2021) | | | For the Fiscal Year*
(2021) | |
| | Number of Executive Leadership Team (“ELT”) members | | | 10 | | | 10 | |
| | ELT members that identify as women | | | 3 (30%) | | | 3 (30%) | |
| | ELT members that identify as people of color | | | 8 (80%) | | | 8 (80%) | |
*
We define this as individuals who were members of the ELT as of fiscal year end, as provided above, plus any individuals who were members of the ELT for 9 months or more of the fiscal year.
| | Nasdaq Board Diversity Matrix
(as of March 7, 2022) | |
| | Total Number of Directors* | | | 11 | |
| | | | | Female | | | Male | | | Non-Binary | | | Gender
Undisclosed | |
| | Gender | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Directors | | | | | 3 | | | | | | 8 | | | | | | – | | | | | | – | | |
| | Self-Identified Demographic Background | | | | | | | | | | | | | | | | | | | | | | | | | |
| | African American or Black | | | | | 2 | | | | | | – | | | | | | – | | | | | | – | | |
| | Alaskan Native or American Indian | | | | | – | | | | | | – | | | | | | – | | | | | | – | | |
| | Asian | | | | | – | | | | | | 1 | | | | | | – | | | | | | – | | |
| | Hispanic or Latinx | | | | | – | | | | | | 1 | | | | | | – | | | | | | – | | |
| | Native Hawaiian or Pacific Islander | | | | | – | | | | | | – | | | | | | – | | | | | | – | | |
| | White | | | | | 1 | | | | | | 6 | | | | | | – | | | | | | – | | |
| | Two or More Races or Ethnicities | | | | | – | | | | | | – | | | | | | – | | | | | | – | | |
| | LGBTQ+ | | | | | – | | | | | | – | | | | | | – | | | | | | – | | |
| | Undisclosed | | | | | – | | | | | | – | | | | | | – | | | | | | – | | |
*
Reflects director nominees standing for election at the Annual Meeting. Does not include current directors that are not standing for re-election at the Annual Meeting, if any.
The Kraft Heinz Company 2022 Proxy Statement|97
Other Matters
| Directors | As of Fiscal Year End
(December 30, 2023) | | As of the Record Date*
(March 4, 2024) |
| Number of directors | 12 | | 11 |
| Directors that identify as women | 4 (31%) | | 3 (27%)† |
| Directors that identify as people of color | 4 (31%) | | 5 (45%) |
| * | Reflects director nominees standing for election at the Annual Meeting. Does not include current directors that are not standing for re-election at the Annual Meeting, if any. |
| † | Reflects Ms. Mulder’s retirement from the Board, effective as of the 2024 Annual Meeting. Since November 2022, our Board has included 4 women, or 31% to 33% of the Board. The Board is committed to maintaining gender diversity at or above 30% by the 2025 Annual Meeting. |
| Officers | As of Fiscal Year End
(December 30, 2023) | | For the Fiscal Year*
(2023) |
| Number of Executive Leadership Team (“ELT”) members | 9 | | 9 |
| ELT members that identify as women | 3 (33%) | | 3 (33%) |
| ELT members that identify as people of color | 7 (78%) | | 7 (78%) |
| * | We define this as individuals who were members of the ELT as of fiscal year end, as provided above, plus any individuals who were members of the ELT for 9 months or more of the fiscal year. |
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.
| |
| 2024 Proxy Statement | 122 |
98|ir.kraftheinzcompany.com
APPENDIX A. NON-GAAP FINANCIAL MEASURES
We report our financial results in accordance with GAAP.accounting principles generally accepted in the United States of America (“GAAP”). In addition, management uses certain non-GAAP financial measures to assist in comparing ourthe Company’s performance on a consistent basis for purposes of business decision making. We believemaking 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 EBITDA, Adjusted Gross Profit Margin, Free Cash Flow, 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 EBITDA, Adjusted Gross Profit, and Adjusted Gross Profit Margin 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 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 our business. Non-GAAP financial measures shouldthe Company’s business than could be viewedobtained 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 | | 53rd Week | | ORGANIC NET SALES |
| December 30, 2023 | | $26,640 | | $(168) | | $34 | | — | | $26,774 |
| December 31, 2022 | | $26,485 | | $82 | | $60 | | $454 | | $25,889 |
| Year-over-year change | | 0.6% | | | | | | | | 3.4% |
| |
| 2024 Proxy Statement | 123 |
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 notregulatory matters, and equity award compensation expense (excluding restructuring activities).
Reconciliation of Net Income/(Loss) to Adjusted EBITDA for the Year Ended
(dollars in millions)
(Unaudited) |
| |
| | | December 30,
2023 | | December 31,
2022 | | Year-over-year
change |
| NET INCOME/(LOSS) | | $2,846 | | $2,368 | | 20.2% |
| Interest expense | | 912 | | 921 | | |
| Other expense/(income) | | 27 | | (253) | | |
| Provision for/(benefit from) income taxes | | 787 | | 598 | | |
| Operating income/(loss) | | 4,572 | | 3,634 | | |
| Depreciation and amortization (excluding restructuring activities) | | 923 | | 922 | | |
| Divestiture-related license income | | (54) | | (56) | | |
| Restructuring activities | | 60 | | 74 | | |
| Deal costs | | — | | 9 | | |
| Unrealized losses/(gains) on commodity hedges | | 1 | | 63 | | |
| Impairment losses | | 662 | | 999 | | |
| Certain non-ordinary course legal and regulatory matters | | 2 | | 210 | | |
| Equity award compensation expense | | 141 | | 148 | | |
| ADJUSTED EBITDA | | $6,307 | | $6,003 | | 5.1% |
| | | | | | | |
| SEGMENT ADJUSTED EBITDA: | | | | | | |
| North America | | $5,603 | | $5,284 | | |
| International | | 1,094 | | 1,017 | | |
| General corporate expenses | | (390) | | (298) | | |
| ADJUSTED EBITDA | | $6,307 | | $6,003 | | |
| |
| 2024 Proxy Statement | 124 |
ADJUSTED GROSS PROFIT MARGIN
Adjusted Gross Profit is defined as gross profit 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 (e.g., U.S. and non-U.S. tax reform), and including when they occur, adjustments to reflect preferred stock dividend payments on an alternative for, results prepared in accordance with GAAP.accrual basis. Adjusted Gross Profit Margin is defined as Adjusted Gross Profit divided by net sales.
Reconciliation of Gross Profit to Adjusted Gross Profit for the Year Ended December 30, 2023
(dollars in millions)
(Unaudited) |
| | |
| GROSS PROFIT | | $8,926 |
| Items Affecting Comparability | | |
| Restructuring activities | | 57 |
| Unrealized losses/(gains) on commodity hedges | | 1 |
| ADJUSTED GROSS PROFIT | | $8,984 |
Adjusted Gross Profit Margin for the Year Ended December 30, 2023
(in millions)
(Unaudited) |
| | |
| Adjusted Gross Profit | | $8,984 |
| Net sales | | 26,640 |
| ADJUSTED GROSS PROFIT MARGIN | | 33.7% |
| |
| 2024 Proxy Statement | 125 |
The following information for Free Cash Flow is provided to reconcile this non-GAAP financial measure, which is disclosed in this Proxy Statement, to its most comparable GAAP measure. For additional information, including reconciliations of Organic Net Sales and Adjusted EBITDA, see pages 40 to 44 of our 2021 Annual Report and pages 7 to 26 of our fourth quarter and full year 2021 earnings release, which is furnished as Exhibit 99.1 to our Current Report on Form 8-K filed on February 16, 2022.FREE CASH FLOW
Free Cash Flow is defined as net cash provided by/(used for) operating activities less capital expenditures. We believe Free Cash Flow provides a measure of our core operating performance, the cash-generating capabilities of our business operations, and is one factor used in determining the amount of cash available for debt repayments, dividends, acquisitions, share repurchases, and other corporate purposes. The use of this non-GAAP measure does not imply or represent the residual cash flow for discretionary expenditures since we havethe Company has certain non-discretionary obligations such as debt service that are not deducted from the measure.
| | | | | For the Year Ended | |
| | | | | December 25, 2021 | | | December 26, 2020 | |
| | Net cash provided by/(used for) operating activities | | | | $ | 5,364 | | | | | $ | 4,929 | | |
| | Capital expenditures | | | | | (905) | | | | | | (596) | | |
| | Free Cash Flow | | | | $ | 4,459 | | | | | $ | 4,333 | | |
Reconciliation of Net Cash Provided By/(Used for) Operating Activities to Free Cash Flow for the Year Ended
(in millions)
(Unaudited) |
| | | | | | | |
| | | December 30,
2023 | | December 31,
2022 | | Year-over-year
change |
| NET CASH PROVIDED BY/(USED FOR) OPERATING ACTIVITIES | | $3,976 | | $2,469 | | 61.0% |
| Capital expenditures | | (1,013) | | (916) | | |
| FREE CASH FLOW | | $2,963 | | $1,553 | | 90.7% |
| |
| 2024 Proxy Statement | 126 |
NET LEVERAGE
Net Leverage is defined as debt less cash, cash equivalents and short-term investments divided by Adjusted EBITDA.
Reconciliation of Net Income/(Loss) to Adjusted EBITDA for the 12 Months Ended December 30, 2023
(in millions)
(Unaudited) |
| | |
| NET INCOME/(LOSS) | | $ 2,846 |
| Interest expense | | 912 |
| Other expense/(income) | | 27 |
| Provision for/(benefit from) income taxes | | 787 |
| Operating income/(loss) | | 4,572 |
| Depreciation and amortization (excluding restructuring activities) | | 923 |
| Divestiture-related license income | | (54) |
| Restructuring activities | | 60 |
| Deal costs | | — |
| Unrealized losses/(gains) on commodity hedges | | 1 |
| Impairment losses | | 662 |
| Certain non-ordinary course legal and regulatory matters | | 2 |
| Equity award compensation expense | | 141 |
| ADJUSTED EBITDA | | $ 6,307 |
| | |
| Commercial paper and other short-term debt | | $ — |
| Current portion of long-term debt | | 638 |
| Long-term debt | | 19,394 |
| Less: Cash and cash equivalents | | (1,400) |
| | $18,632 |
| | |
| NET LEVERAGE | | 3.0 |
| |
| 2024 Proxy Statement | 127 |
The Kraft Heinz Company 2022 Proxy Statement|A-1
THE KRAFT HEINZ COMPANY
200 EAST RANDOLPH ST.
SUITE 7600CHICAGO,7600
CHICAGO, IL 60601 SCAN TO VIEW MATERIALS & VOTEVOTE
 | | SCAN TO
VIEW MATERIALS & VOTE | |  |
VOTE BY INTERNETBeforeINTERNET
Before The Meeting - Go to www.proxyvote.com or scan the QR Barcode aboveUseabove
Use the Internet to transmit your voting instructions and for electronic delivery of information. Vote by 11:59 p.m. Eastern Time on May 4, 20221, 2024 (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.Duringform.
During The Annual Meeting - Go to www.virtualshareholdermeeting.com/KHC2022YouKHC2024
You may attend and vote during the Annual Meeting via the Internet. Have your proxy card in hand and follow the instructions.VOTEinstructions.
VOTE BY PHONE - 1-800-690-6903Use1-800-690-6903
Use any touch-tone telephone to transmit your voting instructions. Vote by 11:59 p.m. Eastern Time on May 4, 20221, 2024 (other than participants in Kraft Heinz retirement plan accounts). Have your proxy card in hand when you call and follow the instructions.VOTEinstructions.
VOTE BY MAILMark,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.KRAFT11717.
KRAFT HEINZ RETIREMENT PLAN ACCOUNTSAllACCOUNTS
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 Altria Deferred Profit Sharing Plan for Hourly Employees, the Altria Deferred Profit-Sharing Plan for Salaried Employees, the Philip Morris International Deferred Profit- SharingProfit-Sharing Plan or the MillerCoors LLC Employees'Employees’ Retirement & Savings Plan must be submitted by Internet, phone, or mail and received by 11:59 p.m. Eastern Time on May 2, 2022. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:D70338-P66399-Z81799THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.THEApril 29, 2024.
| TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: | |
| V31099-P04958-Z86888 | 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 ProposalsThe Board of Directors recommends a vote FOR each of the director nominees listed in Proposal 1. KEEP THIS PORTION FOR YOUR RECORDSDETACH AND RETURN THIS PORTION ONLY 1.Election of Directors:1a.Gregory E. Abel1b.John T. Cahill1c.João M. Castro-Neves1d.Lori Dickerson Fouché For Against Abstain! ! !! ! !! ! !! ! ! The Board of Directors recommends a vote FOR ProposalsForAgainstAbstain2 and 4 and for 1 YEAR on Proposal 3.2.Advisory vote to approve executive compensation.!!!1 Year2 Years3 YearsAbstain3.Advisory vote on the frequency of holding an !!!!advisory vote to approve executive compensation. 1e.Timothy Kenesey1f.Alicia Knapp1g.Elio Leoni Sceti1h.Susan Mulder1i.James Park ! ! !! ! !! ! !! ! !! ! ! 4.Ratification of the selection of PricewaterhouseCoopers LLP as our independent auditors for 2022. Stockholder ProposalThe Board of Directors recommends a vote AGAINST Proposal 5.5.Stockholder Proposal – Report on water risk, if properly presented. For Against Abstain! ! !For Against Abstain! ! ! 1j.Miguel Patricio1k.John C. Pope ! ! !! ! ! 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]DateSignature (Joint Owners)Date
Company Proposals
The Board of Directors recommends a vote FOR each of the director nominees listed in Proposal 1. |
| | For | Against | Abstain | |
| 1. | Election of Directors: | | | | |
| | | | | |
| 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 | ☐ | ☐ | ☐ | |
| | | | | |
|
|
| 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 2024. | ☐ | ☐ | ☐ |
|
| 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 group-housed pork, if properly presented. | ☐ | ☐ | ☐ |
| | | | |
| 6. | Stockholder Proposal - Report on greenhouse gas goals, 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 | |
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THE KRAFT HEINZ COMPANYANNUALCOMPANY
ANNUAL MEETING OF STOCKHOLDERSThursday,STOCKHOLDERS
Thursday, May 5, 2022 2, 2024
11:00 a.m. Eastern Timewww.virtualshareholdermeeting.com/KHC2022ImportantTime
www.virtualshareholdermeeting.com/KHC2024
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of
Stockholders to be Held on May 5, 2022:2, 2024:
The Notice of Annual Meeting, 20222024 Proxy Statement, and 20212023 Annual Report on Form 10-K are available at
ir.kraftheinzcompany.com/proxy.D70339-P66399-Z81799THEproxy.
THE KRAFT HEINZ COMPANYAnnualCOMPANY
Annual Meeting of StockholdersMay 5, 2022Stockholders
May 2, 2024 11:00 a.m. Eastern TimeThisTime
This proxy is solicited by the Board of DirectorsThisDirectors
This proxy is solicited by the Board of Directors for use at the Annual Meeting of Stockholders on May 5, 20222, 2024 (the "Annual Meeting"“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.Theside.
This proxy, when properly signed, will be voted in the manner specified in thethis proxy card. However, if thethis proxy is signed but no choice is specified, thethis proxy will be voted FOR each of the director nominees listed in Proposal 1; FOR Proposals 2 and 4; for 1 YEAR on Proposal 3; and AGAINST Proposal 5.ByProposals 4, 5, and 6.
By signing thethis proxy, you revoke all prior proxies and appoint Rashida La LandeHeidi Miller and Heidi Miller,Nicole Fritz 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 thethis 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 Altria Deferred Profit-Sharing Plan for Hourly Employees, the Altria Deferred Profit-Sharing Plan for Salaried Employees, 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 2, 2022,April 29, 2024, 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.
Continued and to be signed on reverse side
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Chair
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