James H. Morgan
Coca-Cola ConsolidatedAbout James H. Morgan
James H. Morgan, 77, is an independent director of Coca‑Cola Consolidated (COKE) serving since 2008. He is Chairman of Covenant Capital LLC and formerly chaired and led Krispy Kreme, with prior senior roles at Wachovia Securities and Interstate/Johnson Lane. The Board has designated him an “audit committee financial expert,” reflecting deep finance and operating acumen .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Covenant Capital LLC | Chairman | Feb 2015–present; previously 2001–2008 | Investment management leadership |
| Krispy Kreme (Krispy Kreme, Inc.) | Chairman; CEO; President; Vice Chairman | Chairman 2005–2016; CEO 2008–2014; President 2008–2011 and 2012–2014; Vice Chair 2004–2005 | Led turnaround/operations at a major consumer brand |
| Wachovia Securities, Inc. | Chairman & CEO; Consultant | Chairman & CEO Apr–Dec 1999; Consultant Jan 2000–May 2001 | Oversaw securities and investment banking operations |
| Interstate/Johnson Lane | Chairman & CEO | 1990–1999 | Ran investment banking/brokerage firm |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Lowe’s Companies, Inc. | Director | 2015–2020 | Public company board experience (home improvement retail) |
| Krispy Kreme, Inc. | Director | 2000–2017 | Longstanding board role at consumer brand |
Board Governance
- Independence: Board determined Morgan is independent under Nasdaq standards; he is one of seven independent directors and meets Audit Committee independence requirements .
- Committee assignments: Audit Committee Chair; member, Compensation Committee; member, Executive Committee. The Board recognizes him as an “audit committee financial expert” .
- Attendance: Board met five times in fiscal 2024; each director attended ≥75% of Board and committee meetings. Eleven of 12 incumbent directors participated in the 2024 annual meeting held virtually .
- Lead Independent Director: Dennis A. Wicker serves as Lead Independent Director; independent directors meet at least twice per year in executive session .
- Nomination process: As a controlled company, COKE delegates director candidate identification to the Executive Committee subject to controlling stockholder approval; there is no standalone independent nominating committee .
Fixed Compensation
| Component | Amount/Terms | Notes |
|---|---|---|
| Base annual retainer (non‑employee directors) | $190,000 | Standard director cash retainer |
| Audit Committee Chair retainer | $20,000 | Paid to committee chair (Morgan) |
| Committee meeting fees | $1,600 per Audit/Comp/Exec meeting | Applies per meeting attended |
| Fiscal 2024 meetings (by committee) | Audit: 4; Compensation: 2; Executive: 1 | Meeting counts used to derive fees |
| James H. Morgan – Fiscal 2024 total | $221,200 | $190,000 base + $20,000 chair + $6,400 audit mtg + $3,200 comp mtg + $1,600 exec mtg = $221,200 |
| Director Deferral Plan | Directors may defer retainer/fees into mutual funds; payout elections include lump sum/installments, with payments at/after age 79 for post‑2013 deferrals | Structure and timing as disclosed |
Performance Compensation
| Component | Terms | Metrics/Triggers |
|---|---|---|
| None disclosed for directors | Director compensation is cash‑based (retainers/meeting fees). No RSUs/PSUs/options or performance‑linked equity grants reported for non‑employee directors in fiscal 2024. | N/A |
Other Directorships & Interlocks
| Company/Entity | Relationship to COKE (supplier/customer/competitor) | Interlock/Conflict Noted |
|---|---|---|
| Lowe’s Companies, Inc. | Unrelated retail | None disclosed |
| Krispy Kreme, Inc. | Consumer brand; no disclosed COKE related‑party linkage | None disclosed |
- Compensation Committee interlocks: The Compensation Committee (Wicker—Chair; Decker; Morgan; Williams) had no interlocks or insider participation in fiscal 2024; none of COKE’s executives served on other companies’ compensation committees that overlap here .
Expertise & Qualifications
- Financial and operational leadership across consumer and financial services sectors; audit committee financial expert designation underscores technical proficiency in financial reporting and internal controls .
- Extensive CEO/Chair experience, relevant to risk oversight and capital allocation .
Equity Ownership
| Holder | Class | Shares Beneficially Owned (as of Mar 17, 2025) | % of Class |
|---|---|---|---|
| James H. Morgan | Common Stock | — | <1% (asterisked by company) |
- Company policy prohibits hedging, short selling, and use of COKE securities as collateral in margin accounts by directors/officers; enhances alignment and mitigates risk of misaligned incentives .
Governance Assessment
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Strengths:
- Audit Committee Chair and designated “audit committee financial expert,” supporting robust oversight of financial reporting, internal controls, cybersecurity, and related‑party review .
- Independent status with broad executive background; participation across key committees (Audit, Compensation, Executive) suggests high engagement .
- Board/committee attendance ≥75%; strong general engagement norms; independent directors hold executive sessions at least twice yearly .
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Watch items / RED FLAGS:
- Controlled company structure: Director nominations are subject to controlling stockholder approval; no independent nominating committee. This concentration of influence can constrain board independence and investor voice in director selection .
- Ownership alignment: No reported common stock holdings for Morgan; combined with cash‑only director pay and absence of equity grants, this limits direct “skin in the game” alignment with shareholders .
- Related‑party context: Significant ongoing transactions with The Coca‑Cola Company (franchise/inputs), and a headquarters lease with an entity controlled by the CEO and a director (Everett). While Morgan is not party to these, as Audit Chair he oversees related‑party policy adherence; continued vigilance warranted given scale and structural dependencies .
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Compensation committee quality:
- Committee comprised of independent directors; no interlocks; uses market data and external consultant (Korn Ferry) for executive pay benchmarking. Indicates process rigor; Morgan’s role on the committee adds experienced oversight .
Overall, Morgan’s finance and operating expertise, plus his Audit Chair role and independent status, are positives for board effectiveness. The controlled company governance model and lack of director equity ownership are the main alignment concerns investors should monitor .