Morgan H. Everett

About Morgan H. Everett

Vice Chair of the Board of Coca‑Cola Consolidated since May 2020 and director since 2011; age 43. Career has spanned operations and community relations inside the Company; she chairs two operating subsidiaries (Red Classic Services, LLC and Data Ventures, Inc.) and holds a B.A. in Communications from Southern Methodist University (2003). She is a member of the Company’s founding family and the daughter of Chairman & CEO J. Frank Harrison, III. The Board’s independence disclosure does not list her among independent directors (Company is a “controlled company”).

Past Roles

External Roles

Board Governance

• Independence: Not listed among independent directors; Board qualifies for “controlled company” exemptions (majority voting power controlled by CEO). Independent directors: Decker, Helvey, Hickey, Jones, Morgan, Wicker, Williams.
• Leadership: Chairman & CEO roles combined (Harrison); Lead Independent Director is Dennis A. Wicker (reappointed Mar 2025) with duties to lead executive sessions and act as liaison.
• Committees (FY2024 composition):
  • Executive Committee: Member (Everett)
  • Audit Committee: Not a member
  • Compensation Committee: Not a member
• Meetings and attendance: Board met 5 times in FY2024; each incumbent director attended ≥75% of Board and committee meetings; 11 of 12 directors participated in the 2024 annual meeting.

Committee Assignments (FY2024)

Fixed Compensation

• Employee-director policy: Directors who are employees (including Everett) receive no additional Board compensation.
• Non‑employee director pay structure (for context): Base annual retainer $190,000; Audit Chair +$20,000; Compensation Chair +$15,000; Lead Independent Director +$20,000; $1,600 per Audit/Comp/Executive Committee meeting.

Note: Breakdown of Everett’s employee compensation (base salary, bonus, equity, benefits) is not provided; she is not a named executive officer in the proxy tables.

Performance Compensation

• Ms. Everett’s individual performance metrics and incentive design are not disclosed (not an NEO).
• Context (Company executive plan metrics used for NEOs): Annual Bonus Plan for FY2024 weighted EBIT (40%), Free Cash Flow (40%), Revenue (20%); overall goal achievement factor 139.5% (after adjustments). These data are for NEOs and may not reflect Ms. Everett’s plan.

Other Directorships & Interlocks

• Public company directorships: None disclosed for Everett in the proxy.
• Interlocks/Relationships:
  • Familial: Daughter of Chairman & CEO J. Frank Harrison, III.
  • Related‑party lease: Minority stockholder of Beacon Investment Corporation (Company’s HQ lessor); FY2024 lease payments $4.0 million; lease balance $19.3 million at 12/31/2024; approved by Audit Committee and a special committee.
  • Related employees: Everett (employee) total compensation $1,990,197 in FY2024; CEO’s son‑in‑law (Ellison C. Glenn) total compensation $690,339; Compensation Committee (independent) reviewed and approved.

Expertise & Qualifications

• Operations and leadership experience across Company roles since 2004; chairs two operating subsidiaries.
• Governance experience on industry/non‑profit boards (ABA, Coca‑Cola Scholars Foundation, Chambliss Center).
• Education: B.A. in Communications, Southern Methodist University (2003).

Equity Ownership

• Footnotes/indirect interests: Excludes (i) 535,178 Class B shares held by JFH Family Limited Partnership—FH1; (ii) 78,596 Class B shares held by a trust where Everett is a beneficiary; and (iii) four Common shares held by spouse as custodian for a child. Everett has a pecuniary interest but no voting or investment power; disclaims beneficial ownership except to the extent of her pecuniary interest.
• Hedging/pledging policy: Company prohibits hedging and short selling by directors/officers; also prohibits directors/officers and certain finance roles from using Company securities as collateral in a margin account.

Shareholder Support (Director Elections)

Observation: Relative to several peers on the slate, Everett receives notably higher withhold votes (consistent with controlled‑company dynamics and familial/employee status).

Governance Assessment

• Strengths

  • Clear disclosure of related‑party transactions; HQ lease reviewed by Audit and special committees.
  • Majority of Board seats are held by independent directors; independent directors meet in executive session; Lead Independent Director role in place.
  • Robust insider trading policy restricting hedging/short selling and margin pledging for directors/officers.
  • Good attendance: ≥75% for all incumbents; high annual meeting participation.

• Risks / RED FLAGS

  • Not independent; familial relationship with controlling stockholder/CEO (father–daughter).
  • Related‑party HQ lease with entity where she is a minority owner; material annual payments ($4.0m) and lease balance ($19.3m).
  • Employee‑director status (no board fees, but significant employee compensation not itemized for investors).
  • Elevated withhold votes vs. several peers in both 2024 and 2025.

• Additional context

  • Company is a “controlled company” under Nasdaq rules and utilizes exemptions (e.g., no stand‑alone nominating committee).

Overall signal: For investors sensitive to independence and related‑party exposure, Everett’s profile presents governance risks typical of controlled companies. Mitigants include independent committee oversight of related‑party matters, strong attendance, and formal independent leadership via the Lead Independent Director.