E. Beauregarde Fisher III
Coca-Cola ConsolidatedAbout E. Beauregarde Fisher III
E. Beauregarde “Beau” Fisher III is Executive Vice President, General Counsel and Secretary of Coca-Cola Consolidated (COKE). He has served as EVP and General Counsel since February 2017 and as Secretary since May 2017; prior to joining the Company he was a partner at Moore & Van Allen, chairing its business law practice and serving on the firm’s management committee, with a focus on M&A and corporate governance, and acted as COKE’s outside corporate counsel from 2011–2017 . He is 56 years old as of the FY2024 10-K . During his tenure, the Company’s operating performance and shareholder returns have been strong: income from operations increased from $439.2 million in 2021 to $920.4 million in 2024, and cumulative TSR rose from a $100 base in 2019 to $447.02 by 2024; 2024 net income was $633.1 million .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Coca-Cola Consolidated | EVP & General Counsel | Feb 2017–present | Oversees legal, governance, and compensation plan design inputs; with the CFO, uses financial models to set ABP/LTPP goals before Committee approval . |
| Coca-Cola Consolidated | Secretary | May 2017–present | Corporate secretary responsibilities and governance processes . |
| Moore & Van Allen PLLC | Partner; Chair, Business Law Practice; Management Committee member | 1998–2017 | Led M&A and corporate governance practice; COKE outside corporate counsel (2011–2017) providing continuity into GC role . |
| Coca-Cola Consolidated (as outside counsel) | Outside Corporate Counsel | 2011–2017 | Advised on corporate and transactional matters before joining as GC . |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Moore & Van Allen PLLC | Management Committee member; Chair, Business Law Practice | 1998–2017 | Practice leadership and governance expertise relevant to COKE’s transaction execution and oversight . |
Fixed Compensation
Multi-year cash and fixed elements (SEC-reported totals):
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 617,235 | 645,041 | 667,259 |
| Target Bonus (% of Salary) | 75% | 75% | 75% |
| Achievement Recognition Award ($) | — | 350,000 | 350,000 |
| All Other Compensation ($) | 316,306 | 321,438 | 370,250 |
2024 perquisites and other benefits detail:
| Component (2024) | Amount ($) |
|---|---|
| Company contributions to defined contribution plans | 340,912 |
| Life insurance | 6,867 |
| Tax gross-ups | 2,886 |
| Executive allowance | 15,000 |
| Personal use of corporate aircraft | — |
| Other (disability premiums, physical, etc.) | 4,585 |
| Total | 370,250 |
Clawback: The Company adopted an Incentive-Based Compensation Recovery Policy effective Aug 1, 2023, compliant with Exchange Act Section 10D and Nasdaq Rule 5608 .
Performance Compensation
Annual Bonus Plan (ABP) – 2024 design and outcomes
Performance metrics, weights, goals, and results:
| Metric | Weight | Threshold | Target | Maximum | Adjusted Achievement | Payout % | Weighted Payout % |
|---|---|---|---|---|---|---|---|
| EBIT ($mm) | 40% | 797.0 | 877.0 | 917.0 | 921.6 | 150.0% | 60.0% |
| Free Cash Flow ($mm) | 40% | 360.0 | 400.0 | 440.0 | 440.1 | 150.0% | 60.0% |
| Revenue ($bn) | 20% | 6.339 | 6.519 | 6.579 | 6.510 | 97.6% | 19.5% |
| Overall Goal Achievement Factor | — | — | — | — | — | — | 139.5% |
Individual Performance Factor for NEOs in 2024: 1.43 (above-target, uniform across NEOs) .
Fisher’s ABP calculation (2024):
| Component | Value |
|---|---|
| Base Salary ($) | 671,774 |
| Target Bonus (% of Base) | 75% |
| Overall Goal Achievement Factor | 139.5% |
| Individual Performance Factor | 1.43 |
| Bonus Award Earned ($) | 1,005,067 |
Notes: Non-GAAP definitions and reconciliations for EBIT, FCF, and Revenue used solely for incentive purposes are provided in Appendix A of the proxy .
Long-Term Performance Plan (LTPP) – cash plan (non-CEO executives)
Active cycle targets (2024–2026; paid early 2027):
| Item | Fisher |
|---|---|
| Target Award (% of base salary) | 75% |
| Target Award ($) | 503,831 |
| Metrics and weights | EBIT 50%, Free Cash Flow 30%, EBIT Margin 20% |
Completed cycle payout (2022–2024; paid early 2025):
| Item | Value |
|---|---|
| Long-Term Performance Factor | 150.0% |
| Fisher Target ($) | 465,863 |
| Fisher Award Earned ($) | 698,795 |
Metric outcomes (2022–2024 adjusted): 3-year cumulative EBIT $2,403.0mm; 3-year FCF (adjusted) $1,220.2mm; 3-year average EBIT Margin 12.11% .
Compensation benchmarking
- Consultant: Korn Ferry; review targeted NEO pay between 50th–75th percentile of peers/survey data .
- 2024 peer group includes Brown‑Forman, Campbell Soup, Constellation Brands, Flowers Foods, Keurig Dr Pepper, Lancaster Colony, McCormick, Molson Coors, Monster Beverage, Post Holdings, Primo Water, Hain Celestial, TreeHouse Foods, and COKE (context/median) .
Equity Ownership & Alignment
| Item | Fisher |
|---|---|
| Beneficial ownership – Common Stock (Mar 17, 2025) | 0 shares; <1% of class |
| Stock options/PSUs/RSUs | None for NEOs (Company does not grant options as part of LTPP; CEO has separate LTPEP) . |
| SSIP balance (12/31/2024) | $1,436,595; 2024 deferral $175,724; Company contribution $20,018; 2024 earnings $185,462 |
| SSIP vesting | Company contributions vest 20% per year; fully vested upon retirement, death, or change in control |
| Hedging/Pledging | Hedging prohibited; directors/officers (and certain finance/audit staff) prohibited from pledging COKE securities as margin collateral |
Context: Executive stock ownership guidelines are not disclosed for NEOs in the proxy sections reviewed. The Company’s equity plan reserve is primarily for CEO LTPEP with 300,000 Class B shares available; NEO LTPP pays in cash to reduce share usage given limited public float/liquidity .
Employment Terms
- Employment agreements: None (for NEOs generally); benefits arise from ABP, LTPP, SSIP, and LTRP (for applicable executives) .
- Start date / tenure: EVP & GC (Feb 2017); Secretary (May 2017) → ~8 years in role through FY2024 .
- Change-in-control and termination economics (estimated as of 12/31/2024):
| Scenario | Long-Term Retention Plan ($) | SSIP ($) | ABP ($) | LTPP ($) | Total ($) |
|---|---|---|---|---|---|
| Voluntary resignation or termination without cause | 1,389,606 | 1,436,595 | 1,005,067 | 698,795 | 4,530,063 |
| Termination for cause | — | 1,436,595 | — | — | 1,436,595 |
| Death | 2,592,661 | 1,436,595 | 1,005,067 | 1,152,068 | 6,186,391 |
| Disability | 2,592,661 | 1,436,595 | 1,005,067 | 1,152,068 | 6,186,391 |
| Change in control | 2,592,661 | 1,436,595 | 1,005,067 | 1,152,068 | 6,186,391 |
Notes: ABP and LTPP provide pro‑rata payments upon change in control (as defined in the plans); death/disability/retirement provisions provide pro‑rata and/or subsequent performance-based payouts as applicable . Clawback policy applies to incentive-based compensation .
Compensation Structure Analysis
- Cash-heavy, performance-weighted mix: Salary modest (2024: $667k) with significant variable compensation from ABP and LTPP tied to EBIT, Free Cash Flow, Revenue, and EBIT Margin; no ongoing equity awards for NEOs (reduces dilution/stock usage) .
- Above-target payouts reflect strong operating performance: 2024 ABP factor at 139.5% with 1.43 individual multiplier; Fisher’s ABP paid ~$1.01M; 2022–2024 LTPP paid at 150% ($699k) on superior 3-year EBIT/FCF/margin results .
- Discretionary awards used: 2024 “Achievement Recognition Award” of $350k recognizes multi-year value creation (operating income nearly doubled 2021–2024 and material dividends/shareholder returns) .
- Governance and risk controls: GC (Fisher) and CFO co-develop incentive models prior to Committee approval; Company has a Dodd-Frank-compliant clawback; hedging/pledging bans in place .
Related Party Transactions and Oversight
- GC’s role: The General Counsel reviews proposed related person transactions and presents material facts to the Audit Committee; Board also uses independent special committees for certain related-party matters .
- No Fisher-specific related party transactions were disclosed in the sections reviewed.
Performance & Track Record
- Company TSR and fundamentals during the relevant period were strong: 2024 TSR index at 447.02 (vs. 2019 base=100); 2024 net income $633.1mm; 2024 income from operations $920.4mm, up from $439.2mm in 2021 .
- Pay-versus-performance tables emphasize Income from Operations, EBIT, EBIT Margin, Free Cash Flow, and Revenue as the most important links to NEO compensation .
Equity Ownership & Alignment Considerations
- Fisher holds no COKE common shares and has no options/RSUs/PSUs; alignment is achieved through performance cash plans and significant deferred compensation (SSIP/LTRP) with vesting and CIC provisions; hedging and pledging are prohibited .
- Limited insider selling pressure: absence of equity grants and the use of deferred cash reduce potential stock sale overhang from vesting events.
Investment Implications
- Alignment: Fisher’s incentives emphasize EBIT, EBIT Margin, and Free Cash Flow, directly supporting operating quality and cash generation—factors that contributed to substantial TSR improvement (447 vs. 100 base since 2019) .
- Retention risk appears moderate: material deferred balances (SSIP/LTRP) and change‑in‑control protection (~$6.2M) support retention; absence of equity grants reduces equity-driven turnover but also limits direct stock ownership alignment .
- Governance/trading signals: The clawback policy and hedging/pledging prohibitions reduce risk; watch for 8‑K Item 5.02 disclosures indicating any changes in Fisher’s compensation terms, plan metrics, or role transitions, and monitor future ABP/LTPP target setting—currently co‑modeled by CFO and GC before Committee approval .