Dennis A. Wicker
Coca-Cola ConsolidatedAbout Dennis A. Wicker
Dennis A. Wicker, age 72, is an independent director of Coca‑Cola Consolidated (COKE) serving since 2001. He is the reappointed Lead Independent Director as of March 2025 and a retired partner of Nelson Mullins Riley & Scarborough LLP; he previously served as Lt. Governor of North Carolina (1993–2001) and chaired the State Board of Community Colleges and North Carolina’s Technology Council .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| State of North Carolina | Lt. Governor | 1993–2001 | Statewide executive leadership; policy oversight |
| State Board of Community Colleges | Chairman | — (not disclosed) | Oversight of community college system |
| North Carolina Technology Council | Chairman | — (not disclosed) | Technology policy and economic development |
| Nelson Mullins Riley & Scarborough LLP | Partner (retired Sept 2022) | 2009–2022 | Legal practice; business and public policy expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| First Bancorp | Director | Current | Public bank holding company |
| Air T, Inc. | Director | 2004–2013 | Air transportation services |
| Campbell Law School | Board of Visitors Member | Current | Academic advisory role |
Board Governance
- Independence: Board determined Wicker independent under Nasdaq standards; he is one of seven independent directors .
- Lead Independent Director: Reappointed March 2025; responsibilities include presiding over executive sessions, liaison with Chair/CEO, calling independent director meetings, and serving as contact point for stockholder communications .
- Committee assignments: Wicker chairs the Compensation Committee and serves on the Audit and Executive Committees .
- Attendance and engagement: Board met five times in fiscal 2024; each incumbent director attended ≥75% of Board and committee meetings on which they served; 11 of 12 directors attended the 2024 Annual Meeting (virtual) .
- Independent sessions: Independent directors meet at least twice per year in executive session .
| Committee | Role | 2024 Meetings |
|---|---|---|
| Compensation Committee | Chair | 2 |
| Audit Committee | Member | 4 |
| Executive Committee | Member | 1 |
Fixed Compensation
| Component | Amount (USD) | Basis |
|---|---|---|
| Total director cash fees (2024) | 236,200 | Reported total fees earned |
| Base annual retainer | 190,000 | Standard for non‑employee directors |
| Lead Independent Director supplemental retainer | 20,000 | Role‑based supplemental |
| Compensation Committee Chair supplemental retainer | 15,000 | Role‑based supplemental |
| Committee meeting fees | 11,200 | $1,600 per meeting × 7 meetings (Audit: 4; Compensation: 2; Executive: 1) |
Director deferral plan available; non‑employee directors may defer retainers and meeting fees into notional mutual fund investments; payout elections per plan provisions .
Performance Compensation
| Component | 2024 Treatment |
|---|---|
| Equity awards (RSUs/PSUs/Options) | None disclosed for non‑employee directors; director compensation comprised of cash retainers and meeting fees |
| Performance metrics tied to director pay | None; director pay is fixed cash plus role/meeting fees |
Other Directorships & Interlocks
- Current public company board: First Bancorp (bank holding company) .
- Prior public company board: Air T, Inc. (2004–2013) .
- No related‑person transactions disclosed involving Wicker; Board independence review considered relationships, with Wicker determined independent .
- The Coca‑Cola Company maintains significant commercial and governance relationships with COKE (distribution/manufacturing agreements; stock rights; designee on Board), but no interlock is indicated for Wicker specifically .
Expertise & Qualifications
- Legal and public policy leadership: Former Lt. Governor of NC; chaired major state boards; senior law firm partner .
- Governance leadership: Lead Independent Director; chair of Compensation Committee .
- Community and academic engagement: Campbell Law School Board of Visitors .
Equity Ownership
| Security | Beneficial Ownership | % of Class |
|---|---|---|
| Common Stock | — (none disclosed) | <1% (star indicates less than 1%) |
- Hedging/short selling: Prohibited for directors under Insider Trading Policy .
- Pledging: Directors and certain officers prohibited from using company securities as collateral in a margin account .
- Stock ownership guidelines: Not disclosed for directors in the proxy sections reviewed.
- Vested vs. unvested shares, options: Not disclosed; director comp did not include equity in 2024 .
Governance Assessment
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Strengths:
- Independent status with elevated governance role: Lead Independent Director plus chair of Compensation Committee strengthens independent oversight of pay and Board processes .
- High engagement: Attendance thresholds met; structured committee work across audit, compensation, and executive matters .
- Alignment safeguards: Prohibitions on hedging/short selling and margin pledging mitigate misalignment risk .
- Transparent, cash‑based director pay: Clear fee schedule, role‑based supplements; deferral optionality supports long‑term focus .
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Risks/Considerations (Board‑level context):
- Controlled company structure: Not required to maintain majority independent Board or a standalone nominating committee; Executive Committee (subject to controlling stockholder approval) drives director nominations, potentially concentrating influence. Wicker’s Lead Independent role is important in balancing this dynamic .
- Significant related‑party ecosystem with The Coca‑Cola Company and Harrison family (leases, stock rights, distribution/manufacturing agreements), raising structural governance sensitivities. No Wicker‑specific conflicts disclosed, but continued vigilance is warranted in Compensation and Audit oversight .
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Signals for investors:
- Wicker’s leadership across independent director functions and compensation oversight is a positive governance signal in a controlled company setting .
- Lack of director equity and minimal personal share ownership limit “skin‑in‑the‑game” optics, though hedging/pledging restrictions and deferral mechanisms provide partial alignment .
Stockholder communications to the independent directors (and specifically to the Lead Independent Director) may be directed to Wicker via the Company Secretary, reinforcing his accessibility and engagement mandate .