Kathy N. Waller
BEYOND MEATAbout Kathy N. Waller
Lead Independent Director of Beyond Meat since 2018, age 67 as of October 16, 2025. Former Executive Vice President, CFO and President, Enabling Services at The Coca-Cola Company (retired March 2019) with more than 30 years in accounting and finance; designated an Audit Committee Financial Expert and determined independent under SEC/Nasdaq rules. Education: BA, University of Rochester; MBA (Accounting & Finance), Simon Business School at University of Rochester. Current external public boards include Delta Air Lines (Audit Chair) and CGI Inc. (Audit & Risk Chair) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Coca-Cola Company | EVP, CFO; President, Enabling Services | CFO Apr 2014–May 2017; EVP through Mar 2019; President, Enabling Services from May 1, 2017 | Led finance, treasury, tax; prior Chief of Internal Audit (2004–2009), Controller (2009), VP Finance & Controller (2013) |
| The Coca-Cola Company | Chief of Internal Audit | Jul 2004–Aug 2009 | Oversight of internal audit, controls |
| The Coca-Cola Company | Controller; VP Finance & Controller | Aug 2009–Apr 2014 | Corporate finance capabilities, treasury, tax |
External Roles
| Organization | Ticker | Role | Committees |
|---|---|---|---|
| Delta Air Lines, Inc. | DAL | Director | Chair, Audit; Member, Corporate Governance; Personnel & Compensation |
| CGI Inc. | GIB | Director | Chair, Audit & Risk Management |
| Prior public boards | CADE; KOF; MNST | Director | Prior service on Cadence Bank, Coca-Cola FEMSA, Monster Beverage |
| ExCo Group | — | Executive Mentor (since 2021) | — |
| University of Rochester; Spelman College; Woodruff Arts Center; Atlanta History Center; Girl Scouts of Greater Atlanta | — | Trustee/Director roles | Treasurer & Finance Committee Chair at Woodruff Arts Center |
| Atlanta Committee for Progress | — | Executive Director (Feb 2022) | Public/private partnership leadership |
Board Governance
- Roles: Lead Independent Director; Chair, Audit Committee; Member, Human Capital Management & Compensation (HCMC) Committee .
- Independence: Board determined she is independent under SEC/Nasdaq and additional independence criteria .
- Audit Committee meetings: 4 in 2024; HCMC: 5; Risk Committee: 4 (Waller not listed as risk committee member) .
- Executive sessions: Independent directors meet no less than twice a year; Lead Independent Director presides and has authority to call meetings, liaise with Chair/CEO, and engage consultants .
- Attendance: In 2024, each director attended ≥75% of aggregate board/committee meetings, except one director; implies Waller met attendance expectations .
Fixed Compensation
| Component | Member Annual Cash Retainer ($) | Chair Annual Cash Retainer ($) | Lead Independent Director Retainer ($) |
|---|---|---|---|
| Board of Directors | 40,000 | 67,500 | 48,000 |
| Audit Committee | 7,500 | 17,500 | — |
| Human Capital Mgmt & Compensation Committee | 5,000 | 10,000 | — |
| Nominating & Corporate Governance Committee | 3,000 | 8,000 | — |
| Risk Committee | 3,000 | 8,000 | — |
| Transaction Committee (est. Jan 1, 2025; disbanded Oct 15, 2025) | 37,500 | 50,000 | — |
| Waller – 2024 Director Compensation | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 70,500 |
| Stock Awards (grant-date fair value) | 107,244 |
| Total | 177,744 |
Performance Compensation
| Equity Program Element (Directors) | Design/Value | Vesting | Notes |
|---|---|---|---|
| Initial RSU grant (for newly appointed directors) | $250,000 RSU value | Monthly over 3 years | Time-based; subject to continued service |
| Initial RSU grant #2 (prorated) | $105,000 RSU value, prorated to next AGM | Monthly until next AGM | Time-based |
| Annual RSU grant | $105,000 RSU value | Monthly over 12 months | Time-based; RSU value uses 30-day avg price |
| Change-in-control vesting | Full acceleration immediately prior to change-in-control | Contingent upon service through event | All outstanding director RSUs vested on Early Settlement Date (Oct 15, 2025) |
| 2025 equity grants | Suspended (May & Sept 2025) for non-employee directors | — | No RSUs at 2025 AGM |
| Waller – Outstanding/Unvested Equity (as of Dec 31, 2024) | Count |
|---|---|
| Unvested RSUs | 6,242 |
| Unexercised Stock Options | 16,734 |
No performance metrics (e.g., TSR, EBITDA) apply to director equity awards; director equity is exclusively time-based, with plan-level director award caps of $650,000 per year ($900,000 in first year) .
Other Directorships & Interlocks
| Company | Relationship to BYND | Potential Interlocks/Conflicts |
|---|---|---|
| Delta Air Lines, CGI Inc. | Independent external boards where Waller serves; standard governance roles | Board determined directors (including Waller) are independent; HCMC members (including Waller) had no Item 404 related-party relationships in last fiscal year |
Expertise & Qualifications
- Audit/accounting leadership spanning 30+ years; former CFO of Coca-Cola; serves as Audit Chair at DAL and Audit & Risk Chair at GIB; designated Audit Committee Financial Expert at BYND .
- Independence affirmed; no family relationships among directors/executives; robust governance participation including risk oversight and code-of-conduct monitoring via Audit and Risk committees .
- Education: BA (History), University of Rochester; MBA (Accounting & Finance), Simon Business School (U. Rochester) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding |
|---|---|---|
| Kathy N. Waller | 45,187 | <1% (denoted “*” by company) |
- Stock ownership guidelines for outside directors: 5× annual cash retainer within five years from Oct 22, 2024 or date of becoming outside director; directors were compliant or on track as of Dec 31, 2024 .
- Hedging/pledging of company securities by directors/officers prohibited (governance strengths) .
Governance Assessment
- Board effectiveness: Waller’s dual role as Lead Independent Director and Audit Chair supports independent oversight, finance discipline, and risk monitoring; Audit Committee members (including Waller) are all designated financial experts, with defined responsibilities for auditor oversight, internal controls, related-party review, whistleblower procedures, and disclosure control coordination .
- Alignment: 2024 compensation mix (≈40% cash / 60% equity by grant-date value) and stock ownership guidelines promote alignment; she held 45,187 shares and had RSUs/options outstanding pre-transaction; all director RSUs vested at Early Settlement Date (Oct 15, 2025) due to change-in-control mechanics .
- Shareholder signals: Say-on-Pay received 85% support in 2024 and 87% in 2025, indicating broad investor acceptance of compensation governance; HCMC uses independent consultant WTW, with conflict controls and target ranges, and maintains an executive clawback policy aligned with SEC/Nasdaq rules .
- Conflicts/related party: Compensation committee interlocks disclose no Item 404 related-party issues for members (including Waller); board-wide independence and conflict-of-interest policies are active .
- RED FLAGS:
- Accelerated vesting of director RSUs upon change-in-control and broad equity program changes in 2025 (suspension of director equity grants) may reduce forward-looking equity alignment and increase reliance on cash retainers; however, stock ownership guidelines remain in place .
- Significant company-level dilution dynamics in 2025 related to exchange offer and new notes are material governance context, though not director-specific; continued oversight of equity plan limits and authorization levels is critical .