Carlos Abrams-Rivera
Kraft HeinzAbout Carlos Abrams-Rivera
Carlos Abrams-Rivera is Chief Executive Officer of The Kraft Heinz Company and a member of the Board, appointed CEO effective January 1, 2024 and initially appointed as a director in December 2023 . He previously led Kraft Heinz’s North America Zone and served in senior roles at Campbell Soup and Mondelēz; his background emphasizes brand-building and global/emerging markets . In 2024, Kraft Heinz net sales declined 3.0%, adjusted operating income was $5.4B (+1.2%), and free cash flow was $3.2B (+6.6%), while say‑on‑pay support was ~96% . Pay-for-performance is grounded in company KPIs (Adjusted Operating Income, Organic Net Sales, Free Cash Flow Conversion) and three-year PSU metrics (TSR relative to peers, Organic Net Sales CAGR, cumulative FCF) with TSR capped at target if negative .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Kraft Heinz | CEO; Director | CEO effective Jan 1, 2024; Director since Dec 2023 | Drives long-term strategy, culture, profitability and growth; separation of Chair/CEO enables independent oversight |
| Kraft Heinz | President, Kraft Heinz; EVP & President, North America; U.S. Zone President | 2023; 2021–2023; 2020–2021 | Led largest zone (U.S./Canada), accelerated innovation, omnichannel and Away From Home growth |
| Campbell Soup Company | EVP & President, Campbell Snacks; President, Campbell Snacks; President, Pepperidge Farm | 2018–2020 | Drove growth in snacks portfolio and brand execution |
| Mondelēz International | President, Gum & Candy – Latin America; President, Mondelēz Mexico; SVP Global Beverages; SVP Marketing & Strategy | 2011–2015 | Led emerging markets, category leadership, and global marketing |
| Kraft Foods Group, Inc. | Various positions | 1998–2010 | Foundational CPG and brand-building experience |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Energizer Holdings, Inc. | Director | Jan 2020–Jan 2024 | Public company board service prior to CEO appointment |
Fixed Compensation
| Element | 2024 CEO Terms | Detail |
|---|---|---|
| Base Salary | $1,100,000 | Effective Dec 31, 2023 (first day of FY 2024) |
| Target Bonus % | 300% of base salary | Performance Bonus Plan (PBP) structure; max 120% of target |
| Actual Bonus Paid (PBP) | $1,340,495 | Based on 48% financial multiplier and 85% individual score |
| Annual Equity Award Target | $3,937,500 PSUs; $1,687,500 RSUs | Baseline mix 70% PSUs / 30% RSUs; 75% vests at year 3, 25% at year 4 |
| Bonus Investment Plan | Elected; 35% of net bonus reinvested | Matching RSUs vest 3 years; 2025 program update to 50% at year 2 and 50% at year 3 |
Performance Compensation
| Metric | Weighting | Target | Actual (2024) | Payout Driver | Vesting |
|---|---|---|---|---|---|
| PBP Adjusted Operating Income | 60% | $5,622M | $5,371M | Contributed to 48% financial multiplier (below target) | N/A |
| PBP Organic Net Sales | 30% | $26,970M | $25,961M | Contributed to 48% financial multiplier (below target) | N/A |
| PBP Free Cash Flow Conversion | 10% | 84% | 85% | Above target within weighted average | N/A |
| Individual MBO score (CEO) | — | 100% | 85% | Annual cash PBP payout = base × target% × financial multiplier × individual score | N/A |
| PSUs (3-year) | 40% TSR (relative); 30% Org Net Sales CAGR; 30% cumulative FCF | Threshold 25% / Target 100% / Max 150% | Performance tracked through FY 2026 | TSR capped at target if negative TSR result | 75% at 3rd anniv; 25% at 4th anniv |
| RSUs | — | — | — | Retention and alignment | 75% at 3rd anniv; 25% at 4th anniv |
Equity Ownership & Alignment
| Ownership Detail | Amount |
|---|---|
| Beneficial ownership (direct shares) | 434,844 |
| Shares acquirable within 60 days (RSUs/options) | 92,747 |
| Total beneficial (incl. acquirable) | 527,591; less than 1% of outstanding |
| RSUs not vested (selected grants) | 50,365 (2024 RSUs); 38,521 (2023 RSUs); 47,268 (2022 merit RSUs) |
| PSUs unearned/not vested (selected grants) | 112,084 (2024 PSUs); 82,033 (2023 PSUs); 62,048 (2022 merit PSUs) |
| Stock options (exercisable/unexercisable) | 5,171 (2022 grant, $38.68 strike); plus earlier grants |
| Stock ownership guidelines | CEO 6x base salary; Abrams-Rivera in compliance |
| Anti-hedging/pledging | Prohibited by Insider Trading Policy |
Matching RSUs forfeiture if Investment Shares sold before vest (up to full forfeiture if >50% sold), supporting retention .
Employment Terms
- Severance Plan: If terminated without cause, CEO receives 24 months base salary, continued health benefits for 24 months, outplacement, and vesting treatment per award agreements .
- Change-in-Control Severance Plan (double trigger): If qualifying termination within 3 months prior to or 24 months after a change-in-control, CEO receives 2x (base salary + target PBP), pro‑rated PBP at target, health benefits continuation, outplacement, and equity vesting per award terms .
- Restrictive covenants: Non-compete and non-solicit obligations run for months equal to severance pay period; clawback policy updated Oct 2, 2023 to comply with Nasdaq Rule 10D‑1 and permits discretionary recoupment for misconduct/errors .
- No excise tax gross-ups; no single-trigger CIC; limited perquisites; no enhanced executive benefits .
Board Governance
- Board Service: Director since Dec 2023; not independent (CEO) .
- Committee roles: None (all standing committees 100% independent) –.
- Structure: Separated Chair (Miguel Patricio, non‑executive) and CEO; strong Lead Independent Director; independent Vice Chair –.
- Attendance: 100% average director attendance across 22 Board and Committee meetings in 2024; independent executive sessions at all Board meetings .
- Director compensation: CEO receives no director fees ; director ownership guidelines 6x annual cash retainer (non‑employee directors) .
Director Compensation (for completeness)
- CEO does not receive director pay .
- Non‑employee director annual cash/stock retainers and chair/lead retainers disclosed; e.g., Chair $60,000 cash + $120,000 stock, Lead Director $30,000 cash; annual deferred stock grants .
Other Directorships & Interlocks
- External public board: Energizer Holdings, Inc. (Director, Jan 2020–Jan 2024) .
- No disclosed related party transactions or interlocks affecting Compensation Committee independence .
Insider Transactions, Vesting Calendar, and Selling Pressure
- Form 4 (filed Mar 4, 2025): Award grants and a tax‑related disposition around Mar 1, 2025; includes an F‑code sale of 53,641 shares at ~$30.71 for tax withholding and awards of multiple share amounts on grant/vesting dates (indicative of PSU/RSU events) .
- 2024 Bonus Investment Plan: CEO invested $474,049 (net) acquiring 13,495 Investment Shares; received 44,980 Matching RSUs (vest at year 3), reinforcing holding discipline .
- Upcoming vesting triggers:
- 2023 awards: 75% vest Mar 1, 2026; 25% vest Mar 1, 2027 (subject to PSU performance for PSUs) .
- 2024 awards: 75% vest Mar 1, 2027; 25% vest Mar 1, 2028; Matching RSUs vest Mar 1, 2027 (pre‑2025 schedule) .
- Policy mitigants: Anti‑hedging/pledging ; forfeiture mechanics on Matching RSUs ; clawback .
Compensation Peer Group and Say‑on‑Pay
- Peer benchmarking: Consumer Staples peers used for compensation and a 13‑company performance peer group for TSR PSUs; program targeted around peer median with independent consultant Meridian .
- Say‑on‑pay: ~96% approval at 2024 Annual Meeting; program maintained with refinements aligned to stockholder feedback .
Performance & Track Record
- Company highlights (FY 2024): Net sales −3.0%; Adjusted Operating Income $5.4B (+1.2%); Free Cash Flow $3.2B (+6.6%); gross efficiencies ~$750M, net leverage target ~2.9x; accelerated capex to 4% of net sales .
- Pay vs performance table indicates alignment of compensation actually paid with TSR and Adjusted Operating Income trends; 2024 TSR value of fixed $100 investment = 122.27 (vs peer group $125.01) .
- Strategic initiatives: Brand Growth System, innovation, packaging sustainability targets (e.g., 20% virgin plastic reduction by 2030), marketing and technology investments –.
Financial Context (Revenues and EBITDA)
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Revenues (USD) | $26,640,000,000 | $25,846,000,000 |
| EBITDA (USD) | $6,204,000,000 | $6,467,000,000* |
Values retrieved from S&P Global.*
Risk Indicators & Red Flags
- No pledging permitted; anti‑hedging policy in place .
- Clawback covers restatements and misconduct; discretionary recovery for errors .
- No single-trigger CIC; no excise tax gross-ups .
- Committees fully independent; robust engagement program; 100% attendance – .
Compensation Structure Analysis
- Increased weighting to PSUs (70%) and inclusion of company‑specific metrics signals stronger long-term alignment; TSR capped at target if negative TSR reduces windfall risk .
- 2025 refinements: PBP weighting shifts to emphasize Free Cash Flow Conversion (20%), and Bonus Investment Plan vesting made more front‑loaded (50%/50%)—could marginally increase near‑term liquidity but maintains multi‑year hold .
- Program caps (PBP max 120%, PSU max 150%) below market norms (often up to 200%) reinforce rigor .
Investment Implications
- Alignment: High equity mix (PSUs/RSUs), strict anti‑hedging/pledging, and ownership guideline compliance reduce misalignment risk; TSR cap mitigates payout on negative returns .
- Retention vs selling pressure: Significant upcoming vesting events (2026–2028) and Bonus Investment Plan forfeiture rules incentivize holding; recent Form 4 indicates tax‑related disposition rather than discretionary selling .
- Governance: Separate Chair/CEO, Lead Independent Director, independent committees, and strong attendance improve oversight—mitigating dual‑role concerns from CEO serving as director – .
- Pay-for-performance: 2024 PBP multiplier at 48% and CEO MBO 85% leading to below-target annual cash payout, consistent with financial underperformance vs targets—supports compensation discipline .