Elaine Bowers Coventry
Coca-Cola ConsolidatedAbout Elaine Bowers Coventry
Elaine Bowers Coventry (age 56) is President, Europe East Operations at The Coca-Cola Company (TCCC) since January 2024; she joined the COKE board in May 2023 as TCCC’s designated director under a stock rights and restrictions agreement. Her prior roles at TCCC include Chief Customer and Commercial Officer (2019–2023), multiple VP roles in commercial leadership and strategy (2014–2019), and earlier sales leadership at Kellogg Company (1991–1997). The proxy emphasizes her expertise in strategy, marketing, operations, sales, retail design, innovation, and sustainability/social responsibility .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Coca-Cola Company | President, Europe East Operations | Jan 2024–present | Oversees operations; knowledge of Coca-Cola system cited as key qualification |
| The Coca-Cola Company | Chief Customer & Commercial Officer | Jul 2019–Dec 2023 | Customer/commercial leadership; strategy and execution |
| The Coca-Cola Company | VP & Director of Commercial Leadership, Western Europe | May 2017–Jul 2019 | Commercial leadership in Western Europe |
| The Coca-Cola Company | VP, Commercial Strategy & Transformation | Apr 2016–Apr 2017 | Strategy/transformation initiatives |
| The Coca-Cola Company | VP, Global Commercial Strategy; Europe GM for TCCC/Keurig JV | Oct 2014–Apr 2016 | JV general management; global strategy |
| Kellogg Company | Sales and Sales Management (including US foodservice broker network responsibility) | 1991–1997 | Sales leadership across broker network |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| LEAD (Leading Executives Advancing Diversity) Network | Advisory Board Member | Current | Focus on advancing women in retail/consumer goods |
| Enactus | Board Member | 2019–2023 | Social/environmental impact through business |
| World Economic Forum | Co-Chair, Future of Consumption Council | 2016–2018 | Global consumer-focused council leadership |
Board Governance
- Independence: COKE qualifies as a Nasdaq “controlled company”; the board determined seven directors are independent, and Coventry is not listed among the independent directors. She is TCCC’s designee on the board since May 2023 under the Amended and Restated Stock Rights and Restrictions Agreement, which gives TCCC the right to designate one director nominee while the Controlling Stockholder agrees to vote in favor of the designee .
- Committee assignments: Coventry is not a member of the Audit, Compensation, or Executive Committees (no chair roles) .
- Attendance: The board met five times in fiscal 2024; each incumbent director attended or participated in ≥75% of aggregate board and applicable committee meetings. Eleven of 12 incumbent directors participated in the 2024 annual meeting .
- Independent executive sessions: Independent directors meet at least twice per year in executive session .
| Governance Element | Detail |
|---|---|
| Board Meetings (FY 2024) | 5 meetings; ≥75% attendance by each incumbent director |
| Independent Directors | 7 named independent directors; Coventry not included |
| Committee Membership | Audit: No; Compensation: No; Executive: No |
| Controlled Company Status | More than 50% voting power controlled by Controlling Stockholder; Nasdaq exemptions apply |
| TCCC Designation | TCCC holds right to designate one nominee; Coventry designated since May 2023 |
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Fees Earned/Paid in Cash (FY 2024) | $190,000 | Coventry’s total director compensation was entirely cash |
| Base Annual Retainer (Non-Employee Directors) | $190,000 | Standard retainer |
| Supplemental Retainer – Audit Chair | $20,000 | Not applicable to Coventry (not chair) |
| Supplemental Retainer – Compensation Chair | $15,000 | Not applicable |
| Supplemental Retainer – Lead Independent Director | $20,000 | Not applicable |
| Committee Meeting Fee (per meeting) | $1,600 | Not applicable; Coventry sits on no committees |
| Director Deferral Plan | Available | Directors may defer retainers/fees into selected mutual funds; payout terms specified by age/elections |
Performance Compensation
| Instrument | Grant Date | Shares/Units | Fair Value | Performance Metrics | Vesting |
|---|---|---|---|---|---|
| Equity Awards (RSUs/PSUs) | — | — | — | — | No director equity awards disclosed; compensation shown only as cash fees |
| Options | — | — | — | — | — |
No performance-based components (TSR, EBITDA, ESG, etc.) were disclosed for non-employee director compensation; compensation structure consists of cash retainers and meeting/chair fees (where applicable) .
Other Directorships & Interlocks
| Company/Entity | Role | Committee Roles | Interlock/Relationship |
|---|---|---|---|
| The Coca-Cola Company | Executive (President, Europe East Operations) | — | TCCC is party to a stock rights and restrictions agreement granting it a board designee right; Coventry has served as its designee since May 2023 |
No other public company directorships for Coventry are disclosed in the proxy .
Expertise & Qualifications
- Extensive experience in strategy, marketing, operations, sales, retail design, innovation, and nonalcoholic beverage industry knowledge—considered a key qualification for COKE’s board .
- Commitment to sustainability and social responsibility highlighted by leadership roles and external board service .
Equity Ownership
| As of Date | Class | Shares Beneficially Owned | % of Class |
|---|---|---|---|
| Mar 17, 2025 | Common Stock | — | <1% (“*”) |
| Capital Structure Context | Common Stock Outstanding | 7,713,088 | — |
| Capital Structure Context | Class B Common Stock Outstanding | 1,004,696 | — |
No disclosure of vested/unvested shares, options, or pledged shares for Coventry; table indicates no beneficial ownership of COKE common stock .
Governance Assessment
- Independence and conflicts: Coventry is not independent and serves as TCCC’s designated director pursuant to a rights agreement; COKE is a controlled company under Nasdaq rules. This structure concentrates influence with the Controlling Stockholder and TCCC, introducing potential conflict-of-interest risk, particularly given Coventry’s active executive role at TCCC .
- Committee effectiveness: Coventry holds no committee seats (Audit, Compensation, Executive), limiting her direct involvement in oversight of financial reporting, compensation, and director nominations—likely a byproduct of independence requirements but reduces her formal oversight footprint .
- Alignment and incentives: Coventry received an all-cash retainer ($190,000) with no equity awards disclosed and has no reported share ownership. The absence of equity-based director pay and ownership may weaken alignment with shareholder outcomes versus peers that emphasize equity retainer components .
- Engagement/attendance: The board met five times in FY 2024; all incumbent directors met the ≥75% attendance threshold. Independent directors meet at least twice annually in executive session—positive for independent oversight culture, though Coventry is not part of the independent cohort .
- Board process and risk oversight: The Executive Committee (not independent) handles director nominations subject to Controlling Stockholder approval, and the Audit/Compensation Committees manage risk oversight in their domains. Coventry’s non-membership in these committees limits her role in risk and compensation oversight .
Key RED FLAGS
- Not independent; designated by TCCC under a rights agreement .
- No committee membership; limited oversight leverage .
- No equity compensation and no beneficial ownership—weak pay-for-performance alignment for a director .
- Controlled company structure with concentrated voting power; nomination process subject to Controlling Stockholder approval .
Overall: Coventry brings valuable operating and commercial expertise from TCCC, but her non-independent status, lack of equity alignment, and absence from key board committees are governance risk factors that investors should monitor in the context of COKE’s controlled-company framework .