Umesh M. Kasbekar
Coca-Cola ConsolidatedAbout Umesh M. Kasbekar
Non-Executive Vice Chairman of the Board of Coca-Cola Consolidated (COKE); age 67; director since 2016. Former Executive Vice Chairman (2016–July 2020, retired) and long-tenured Company executive across accounting, finance, distribution, manufacturing, corporate planning, and administration; currently serves as a paid consultant to COKE following retirement . Not identified as an independent director under Nasdaq standards (COKE is a “controlled company”) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Coca-Cola Consolidated, Inc. | Non-Executive Vice Chairman of the Board | July 2020–present | Governance continuity; institutional knowledge |
| Coca-Cola Consolidated, Inc. | Executive Vice Chairman of the Board | Jan 2016–Jul 2020 | Senior board leadership |
| Coca-Cola Consolidated, Inc. | Secretary | Aug 2012–May 2017 | Corporate secretary responsibilities |
| Coca-Cola Consolidated, Inc. | SVP, Planning & Administration | Jun 2005–Dec 2015 | Led planning/admin functions; cross-functional oversight |
| Coca-Cola Consolidated, Inc. | VP, Planning | Dec 1988–Jun 2005 | Strategic planning leadership |
External Roles
No external public-company directorships or committee roles disclosed for Mr. Kasbekar in the latest proxy .
Board Governance
- Independence: Not listed among independent directors; seven of twelve directors are independent; COKE qualifies as a “controlled company” under Nasdaq (controlling stockholder J. Frank Harrison, III) .
- Board leadership: Chairman/CEO roles combined (J. Frank Harrison, III); Lead Independent Director is Dennis A. Wicker (reappointed March 2025) .
- Committees: Kasbekar is not a member of the Audit, Compensation, or Executive Committees .
- Attendance: Board met 5 times in FY2024; each incumbent director attended at least 75% of Board/committee meetings; 11 of 12 directors attended the 2024 annual meeting .
| Committee | Member? | Chair? |
|---|---|---|
| Audit Committee | No | — |
| Compensation Committee | No | — |
| Executive Committee | No | — |
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash (Director) | $190,000 | Base annual retainer and meeting fees aggregated |
| All Other Compensation (Consulting Fees) | $355,000 | Advisory and consulting services to COKE |
| Total (FY2024) | $545,000 | Sum of director fees and consulting fees |
Director compensation structure (non-employee directors):
| Element | FY2024 Amount |
|---|---|
| Base Annual Retainer | $190,000 |
| Audit Chair Supplemental Retainer | $20,000 |
| Compensation Chair Supplemental Retainer | $15,000 |
| Lead Independent Director Supplemental Retainer | $20,000 |
| Fee per Committee Meeting (Audit/Comp/Exec) | $1,600 |
- Deferral: Directors may defer retainers/fees under the Director Deferral Plan; investment options are in mutual funds; distributions per plan specifics .
Performance Compensation
No performance-based or equity-linked director compensation disclosed for non-employee directors (comp is cash retainers/meeting fees; equity elements not listed for directors) .
Other Directorships & Interlocks
| Company/Organization | Role | Notes |
|---|---|---|
| — | — | No external public-company boards disclosed for Mr. Kasbekar |
Expertise & Qualifications
- Over 35 years at COKE across accounting, finance, distribution, manufacturing, planning, and administration; deep operational and industry knowledge .
- Board-level leadership (Executive Vice Chair, Non-Executive Vice Chair) providing continuity and institutional memory .
Equity Ownership
| Class | Shares Beneficially Owned | % of Class |
|---|---|---|
| Common Stock | — (none reported) | <1% |
- Hedging/Pledging: Directors are prohibited from hedging or short selling COKE securities; policy also prohibits using COKE securities as collateral in margin accounts for directors/officers and specified finance roles .
Governance Assessment
- Board effectiveness: Kasbekar brings extensive company-specific expertise; however, he is not on key oversight committees (Audit/Compensation), limiting direct engagement in those functions .
- Independence and conflicts: Not independent; receives consulting fees while serving as a director, which presents potential conflict of interest and alignment concerns for investors evaluating board independence and objectivity .
- Ownership alignment: No reported beneficial ownership of Common Stock, reducing “skin-in-the-game” alignment for a non-employee director .
- Controlled-company dynamics: COKE’s controlled status concentrates governance power with the controlling stockholder; Executive Committee drives nominations subject to controlling stockholder approval, which may constrain broader shareholder influence on board composition and refreshment .
- Risk controls: Prohibitions on hedging/short selling and margin pledging mitigate certain misalignment risks .
- Attendance: Meets minimum attendance expectations; Board-wide 75%+ attendance and high annual meeting participation support baseline engagement .
RED FLAGS
- Consulting fees paid to a sitting director ($355,000 in FY2024) — potential conflict and independence risk from dual roles (advisor and director) .
- Not independent; combined Chair/CEO roles; controlled-company exemptions reduce independent oversight influence .
- No disclosed director equity ownership — weak direct alignment with public shareholders .
Contextual Related-Party Environment (Company-level)
- Extensive, routine transactions with The Coca-Cola Company and affiliates due to bottling agreements, pricing, and capital requirements; headquarters lease with entity controlled by Chair/CEO and Vice Chair (not Kasbekar) approved by Audit Committee and special committee .