Andre Maciel
Kraft HeinzAbout Andre Maciel
Executive Vice President and Global Chief Financial Officer of The Kraft Heinz Company. Responsibilities include financial condition, capital allocation, internal controls, financial reporting, investor relations, M&A, capital markets, and IT . Served as principal financial officer and co-certified the FY2024 Form 10-K and Section 906 certifications, underscoring accountability for controls and reporting . Company performance context in FY2024: net sales decreased 3.0% YoY, operating income was $1.7B (−63.2% YoY), and net cash from operations was $4.2B (+5.2% YoY); non-GAAP organic net sales −2.1%, adjusted operating income $5.4B (+1.2%), and free cash flow $3.2B (+6.6%) .
Past Roles
KHC filings reviewed do not provide a biographical history beyond current CFO responsibilities. Current role is noted below .
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| The Kraft Heinz Company | EVP & Global Chief Financial Officer | — | Lead finance, capital allocation, reporting, IR, M&A, capital markets, IT |
External Roles
No external board or officer roles are disclosed for Andre Maciel in the reviewed filings. —
Fixed Compensation
Multi‑year compensation and key fixed elements for Andre Maciel:
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 621,124 | 713,462 | 725,000 |
| Target Bonus (% of Salary) | 175% | 200% (raised Feb 19, 2023) | 200% (target award) |
| Actual Annual Bonus ($) | 921,848 | 1,466,974 | 602,783 |
| All Other Compensation ($) | 345,449 | 363,103 | 87,281 |
| Total Compensation ($) | 5,230,855 | 6,280,469 | 5,661,551 |
Notes:
- 2023 salary increased from $650,000 to $725,000; PBP target increased from 175% to 200% effective 2/19/2023 .
- 2024 annual bonus determined by a financial multiplier and individual score (see Performance Compensation) .
Performance Compensation
Annual Cash Incentive (PBP) – 2024
| Component | Weighting/Score | Target/Payout Mechanics | 2024 Result for Maciel |
|---|---|---|---|
| Financial multiplier (weighted average) | PBP Adjusted Operating Income 60%; PBP Organic Net Sales 30%; PBP Free Cash Flow Conversion 10% | Threshold 50%; Target 100%; Max 120% | 48% multiplier |
| Individual performance score | — | KPI score applied to PBP calculation | 87% |
| PBP payout earned | — | Base Salary × Target% × Financial Multiplier × Individual Score | $602,783 |
Maciel’s 2024 individual KPIs included adjusted net income delivery, portfolio transformation, and progress on digital/AI expansion and engagement scores .
Equity Awards – 2024 design and grants
Annual equity mix: 70% PSUs, 30% RSUs; PSUs performance period 3 years; vesting 75% at 3rd anniversary, 25% at 4th (TSR component capped at target if negative TSR) .
| Grant (3/01/2024) | Performance Metric | Target/Terms | Shares/Value | Vesting |
|---|---|---|---|---|
| PSUs | 3-yr avg relative TSR 40%; 3-yr Organic Net Sales CAGR 30%; 3-yr cumulative Free Cash Flow 30% | Threshold 25%; Target 100%; Max 150% | 72,855 target shares; grant date FV $2,122,703 | 75% at 3rd anniv., 25% at 4th anniv. (subject to performance) |
| RSUs | — | Time-based | 31,225 shares; grant date FV $1,096,934 | 75% at 3rd anniv., 25% at 4th anniv. |
| Bonus Investment Plan – Matching RSUs | — | Employee invests 35% of net bonus in stock; company grants matching RSUs; forfeiture if investment shares sold/transferred before vest | 29,230 matching RSUs; grant date FV $1,026,850 | Cliff vest at 3rd anniversary |
PSU award targets (baseline, used to size grants): PSUs $2,559,375; RSUs $1,096,875 .
Stock vested in 2024 (realized)
| Vesting Date | Shares | Value Realized ($) | Description |
|---|---|---|---|
| 3/1/2024 | 5,123 | 179,971 | PSUs (100% vested tranche) |
| 3/1/2024 | 12,133 | 426,232 | PSUs (75% vested tranche) |
| 3/1/2024 | 5,822 | 204,527 | RSUs (100% vested tranche, incl. DEUs) |
| 3/1/2024 | 18,967 | 666,311 | RSUs (100% vested tranche, incl. DEUs) |
| 3/1/2024 | 9,158 | 321,721 | RSUs (75% vested tranche, incl. DEUs) |
| 6/1/2024 | 8,218 | 290,671 | PSUs (remaining 25% vested) |
| 6/1/2024 | 9,719 | 343,761 | RSUs (remaining 25% vested, incl. DEUs) |
| 2024 total (stock awards) | 69,140 | 2,433,193 | Aggregate stock awards vested |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (3/10/2025) | 224,278 shares owned; 90,758 shares acquirable within 60 days; total 315,036; <1% of outstanding (315,036 of 1,193,398,368) |
| 2024 outstanding awards (selected) | Matching RSUs (2024): 30,646; RSUs (2024): 32,737; PSUs (2024 unearned): 72,855 |
| Stock ownership guidelines | Other NEOs: minimum 3× base salary; compliance stated for all current NEOs |
| Anti-hedging/pledging | Policy prohibits short sales, derivatives, hedging, and pledging/margin accounts |
Employment Terms
| Provision | Terms |
|---|---|
| Change‑in‑Control (CIC) Plan | Double‑trigger: if terminated without cause in 3 months before or 24 months after a CIC; severance of 1.5× (salary + target PBP) for executive officers; prorated target PBP; health benefits for 18 months; outplacement; equity vesting per award agreements; restrictive covenants (non‑compete/non‑solicit) for the severance months |
| Clawback policy | Robust clawback policy applicable to executives |
| Potential payments (illustrative at 12/28/2024) | Involuntary termination without cause: $2,964,043 total; Termination upon CIC: $5,139,043; Death/Disability: $10,931,144; Retirement: $6,026,271 (includes intrinsic value of accelerated equity) |
| Insider trading / 10b5‑1 | Preclearance, blackout windows, cooling‑off periods for plans; prohibits standing orders beyond 3 days, and concurrent multiple trading plans |
Compensation Structure & Governance
- Equity mix and vesting: Annual awards weighted 70% PSUs and 30% RSUs; PSUs include Company‑specific metrics (Organic Net Sales CAGR, Free Cash Flow) and relative TSR with a cap if TSR is negative; RSUs vest 75%/25% at 3rd/4th anniversary .
- Peer benchmarking: Compensation peer group includes consumer staples peers (ADM, Campbell Soup, Conagra, General Mills, Hormel, Keurig Dr Pepper, Kimberly‑Clark, Kellanova, McCormick, Mondelēz, PepsiCo, Coca‑Cola, Hershey, J.M. Smucker, Tyson, WK Kellogg Co) .
- Say‑on‑pay support: ~97% approval at 2023 annual meeting ; ~96% approval at 2024 annual meeting .
Performance & Track Record
| Area | Signals (from filings) |
|---|---|
| KHC 2024 performance | Net sales −3.0% YoY; operating income $1.7B (−63.2% YoY); organic net sales −2.1% YoY; adjusted operating income $5.4B (+1.2%); FCF $3.2B (+6.6%) |
| PSU metrics alignment | 3‑yr relative TSR (40%), Organic Net Sales CAGR (30%), and cumulative Free Cash Flow (30%) align equity with strategic outcomes; TSR capped at target if negative |
| Individual KPI score | Maciel 2024 individual KPI score 87% reflecting delivery on adjusted net income, portfolio transformation, digital/AI progress, and engagement |
Compensation & Incentives Detail
| Element | Metric | Weight | Target | Actual/Payout | Vesting |
|---|---|---|---|---|---|
| PBP – Financial Multiplier | AOI | 60% | 50/100/120% | 48% overall multiplier | — |
| PBP – Financial Multiplier | Organic Net Sales | 30% | 50/100/120% | 48% overall multiplier | — |
| PBP – Financial Multiplier | FCF Conversion | 10% | 50/100/120% | 48% overall multiplier | — |
| PBP – Individual Score | KPI score | — | — | 87% | — |
| PBP – Payout | Cash | — | Target 200% of salary | $602,783 | — |
| PSUs (2024 grant) | 3‑yr TSR | 40% | Threshold 25%; Target 100%; Max 150% | 72,855 target shares | 75%/25% at 3rd/4th anniversary (subject to perf.) |
| PSUs (2024 grant) | Organic Net Sales CAGR | 30% | Threshold 25%; Target 100%; Max 150% | Included in 72,855 target | As above |
| PSUs (2024 grant) | Cumulative Free Cash Flow | 30% | Threshold 25%; Target 100%; Max 150% | Included in 72,855 target | As above |
| RSUs (2024 grant) | Time-based | — | — | 31,225 shares | 75% at 3rd, 25% at 4th anniversary |
| Matching RSUs (2024) | Bonus Investment Plan | — | — | 29,230 shares | 100% at 3rd anniversary; forfeiture if investment shares sold |
Equity & Options Outstanding (selected)
| Grant | Type | Unvested/Unearned (#) | Exercise Price/Notes | Expiration/Vesting |
|---|---|---|---|---|
| 3/01/2024 | PSUs | 72,855 | Performance-based | 75%/25% at 3rd/4th anniversary |
| 3/01/2024 | RSUs | 32,737 | Time-based | 75%/25% at 3rd/4th anniversary |
| 3/01/2024 | Matching RSUs | 30,646 | Bonus Investment Plan | Cliff at 3rd anniversary |
| Various prior grants | Stock options (exercisable) | 39,355 (8/16/2019); 19,315 (3/1/2016); 26,937 (8/20/2015); 2,562 (3/1/2021); 2,586 (3/1/2022) | $25.41; $77.66; $74.25; $37.09; $38.68 | 2025–2032 per line items |
Governance & Committees relevant to compensation
- Human Capital & Compensation Committee oversees executive compensation programs, peer groups, risk review, and succession; fully independent .
- Stock ownership guidelines: Officers have minimum ownership multiples; anti‑hedging and anti‑pledging policy formalized in Insider Trading Policy and proxy .
- Say‑on‑pay feedback drives program refinements (PSU weight/metrics, vesting schedule, TSR cap) .
Investment Implications
- Pay-for-performance alignment: Annual bonus tied to enterprise AOI/organic growth/FCF conversion and individual KPIs; equity mix heavily PSUs with 3-year TSR and cash generation metrics, capping TSR payout if negative—reduces windfall risk while emphasizing multi-year value creation .
- Retention and insider overhang: Significant unvested RSUs/PSUs and Matching RSUs with multi-year schedules support retention; 2024 vestings totaled 69,140 shares and $2.43M realized—monitor future vesting calendars and any 10b5‑1 sales for potential supply pressure .
- Ownership/pledging risk: Beneficial ownership is modest (<0.1%); company prohibits hedging/pledging, mitigating alignment concerns from collateralization/derivative strategies .
- CIC economics and protections: Double‑trigger CIC terms with 1.5× salary+target bonus and equity treatment provide continuity but limit single‑trigger windfalls; restrictive covenants and clawback add risk controls .
- Shareholder support: High say‑on‑pay approval (~96% in 2024; ~97% in 2023) suggests investor confidence in program structure, reducing near‑term governance risk around compensation .