John Cahill
COLGATE PALMOLIVEAbout John T. Cahill
Independent director at Colgate-Palmolive since 2005 (20 years of tenure), age 67. Audit Committee Chair and Finance Committee member, recognized for deep finance, enterprise leadership, and consumer staples industry experience; previously Chairman/CEO of Kraft Foods Group and Chairman/CEO of The Pepsi Bottling Group with multiple CFO roles across PepsiCo businesses. Current outside boards include American Airlines Group Inc. (since 2013), Autodesk, Inc. (since 2024), and The Kraft Heinz Company (Vice Chair since 2015) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Kraft Heinz Company | Vice Chair | Since 2015 | Senior leadership role at large global staples company |
| Kraft Foods Group, Inc. | Chairman & CEO | 2014–2015 | Led pre-merger Kraft; stewarded strategic transition |
| Kraft Foods Group, Inc. | Executive Chair; Non-Executive Chair | 2012–2014 | Oversaw governance and strategy following spin-off |
| Ripplewood Holdings LLC | Industrial Partner | 2008–2011 | Private equity operating/finance expertise |
| The Pepsi Bottling Group, Inc. (PBG) | Chairman & CEO; previously CFO | Various | Enterprise leadership and finance oversight in beverages |
| PepsiCo businesses (KFC, Pepsi-Cola North America) | Chief Financial Officer | Various | CFO roles; Treasurer of PepsiCo; M&A/integration experience |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| American Airlines Group Inc. | Director | 2013 | Large-cap, complex operations oversight |
| Autodesk, Inc. | Director | 2024 | Technology governance exposure |
| The Kraft Heinz Company | Vice Chair | 2015 | Global consumer staples leadership |
Board Governance
| Dimension | Detail |
|---|---|
| Independence | Board determined all non-employee directors (including Cahill) are independent; committees are 100% independent . |
| Committee assignments | Audit Committee Chair; Finance Committee member . |
| Committee activity | 2024 meetings: Audit 7; Finance 6; NGCR 4; P&O 4 . |
| Audit Committee expertise | All Audit members are “audit committee financial experts” per SEC; meet NYSE independence and literacy requirements . |
| Attendance | Board reported 99% average attendance; Cahill attended 100% of Board and committee meetings in 2023 and 2024 . |
| Lead Independent Director | Lorrie M. Norrington; executive sessions at every regular Board meeting . |
| Overboarding policy | Directors limited to ≤3 other public company boards; Audit members generally limited to ≤2 other audit committees unless Board approves . |
| Exception management | Board approved Cahill serving on 3 other audit committees (Jan 2025), citing his 100% attendance and significant finance experience . |
| Stockholder engagement | Board enhanced Lead Director duties; robust engagement program; independent chair proposal received 33.8% support in 2024 . |
Fixed Compensation
| Component | CL Program Terms (2024) | Cahill Actual (2024) |
|---|---|---|
| Annual Retainer (Cash) | $75,000 | $85,000 (includes $10,000 Audit Chair retainer) |
| Committee Chair Retainer | $10,000 per chair | Included in above |
| Lead Director Retainer | $20,000 (if applicable) | N/A |
| Expenses/Benefits | Travel reimbursement; life and travel/accident insurance; charitable matching (up to $8,000) | $8,715 “All Other Compensation” includes insurance and matching gifts |
Performance Compensation
| Equity Component | Grant Value/Terms | Cahill (2024) |
|---|---|---|
| Annual Share Grant | $180,000 fixed-value in CL common stock; grant-date fair value $94.46/share | $179,946 stock awards |
| Stock Options | $45,000 fixed-value; exercise price = closing price at grant; 8-year term; vest in equal annual installments over 3 years; grant-date fair value $20.44/option | $44,988 option awards |
| Deferral Elections | Directors may defer stock and/or cash into stock unit accounts (no interest; paid in CL shares) | Not disclosed for Cahill in footnotes |
| Compensation Mix | ~71% of non-employee director compensation paid in CL equity (on average) | Equity-heavy alignment; specific mix reflected above |
Note: Non-employee director equity is fixed-value and time-based; no performance metrics (e.g., PBRSU hurdles) apply to director awards. Options vest per schedule; no backdating/repricing permitted .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public boards | American Airlines Group Inc.; Autodesk, Inc.; The Kraft Heinz Company . |
| Compensation committee interlocks | None disclosed for Cahill; P&O Committee members listed exclude Cahill; no interlocks or insider participation disclosed for 2024 . |
| Related person transactions | None in 2024 under CL’s related person policy (>$120,000 threshold with direct/indirect material interest) . |
| Overboarding risk management | CL reviewed director time commitments annually; approved Cahill’s 3 other audit committees based on effectiveness and attendance . |
Expertise & Qualifications
- Finance: Former CFO roles (PBG, KFC, Pepsi-Cola North America; SVP & Treasurer of PepsiCo), extensive M&A/integration experience .
- Enterprise leadership: Chairman/CEO at Kraft Foods Group and PBG; Vice Chair at Kraft Heinz .
- Industry: Deep consumer staples background (PepsiCo, Kraft, PBG) .
- Risk management/cybersecurity oversight: Significant ERM oversight experience as CFO .
- International: Managed international operations at PBG .
- Corporate governance: Service on multiple U.S. public company boards .
Equity Ownership
| Holder | Directly Owned | Exercisable Options (≤60 days) | Common Stock Units | Ownership % of Outstanding | Notes |
|---|---|---|---|---|---|
| John T. Cahill | 34,338 | 16,019 | 25,524 | <0.25% (each person) | Shares include 34,338 held by the John Tobin Cahill Revocable Trust . |
| Policy & compliance | Directors must own ≥5× annual share grant; 5-year compliance window; all directors compliant . Anti-hedging and anti-pledging policies apply to directors . |
Governance Assessment
- Strengths
- Independent director with robust finance and enterprise leadership credentials; Audit Chair role aligns with expertise .
- 100% attendance in 2023–2024; strong engagement with seven Audit and six Finance meetings in 2024; Board-wide 99% attendance .
- Equity-heavy director pay mix (~71%) and stringent 5× ownership guideline; anti-hedging/anti-pledging—strong alignment with shareholders .
- No related person transactions; committees fully independent; clawback framework for executives and strong governance practices across Board .
- Watch items / potential red flags
- Overboarding: Service on three other public company audit committees exceeds general policy; Board granted exception and cited his effectiveness and attendance. Monitor time demands and potential bandwidth risks in volatile operating environments .
- Long tenure (20 years) may raise refreshment/independence optics for some investors despite CL’s strict independence standards and regular refreshment elsewhere (44% independent directors refreshed since 2020) .
- Stockholder sentiment: 33.8% support for independent chair proposal in 2024 indicates a governance cohort advocating stronger separation of roles; CL enhanced Lead Director duties in response, which partially mitigates concerns .
Implication: Cahill’s profile and committee leadership bolster Board effectiveness in financial oversight; exception-managed overboarding and long tenure should be monitored but are currently mitigated by attendance, expertise, and CL’s governance structures .