Debby Soo
Kraft HeinzAbout Debby Soo
Debby Soo (age 44) is an independent director of The Kraft Heinz Company, appointed effective October 24, 2024. She is CEO of OpenTable, Inc. and brings technology innovation, digital, brand-building, and enterprise leadership experience. The Board affirmed her independence under Nasdaq rules; she has no current public company directorships. In 2024, directors maintained 100% attendance during the periods they served, and Ms. Soo is a member of the Audit Committee.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| KAYAK Software Corporation (Booking Holdings subsidiary) | Chief Commercial Officer | 2017–Jul 2020 | Senior commercial leadership in global consumer tech |
| KAYAK Software Corporation | SVP Business Development | 2017 | Strategic partnerships and growth |
| KAYAK Software Corporation | Various marketing and senior leadership roles | 2010–2017 | Digital marketing and global expansion |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| OpenTable, Inc. (Booking Holdings subsidiary) | Chief Executive Officer | Aug 2020–present | Leads restaurant technology platform; consumer tech expertise |
| EverCommerce Inc. | Director | Mar 2021–Oct 2024 | Board service at public SaaS; stepped down Oct 2024 |
| Lesson Nine GmbH (Babbel) | Director | Dec 2020–Mar 2021 | Board service at private edtech |
Board Governance
- Independence: The Board determined Ms. Soo is independent under Nasdaq rules.
- Committee memberships: Audit Committee member (Audit is 100% independent; 9 meetings in 2024).
- Attendance and engagement: In 2024 there were 22 Board and Committee meetings; each incumbent director attended 100% of meetings during their service period. Directors meet in executive session at all Board meetings.
- Appointment and refreshment: Ms. Soo was identified via an independent search firm and appointed to expand board technology/digital expertise; her appointment was highlighted by the Lead Director.
| Committee | Membership | Chair Role | 2024 Meetings | Notes |
|---|---|---|---|---|
| Audit | Member | None | 9 | Oversees financial reporting, ERM, IT/cyber; all members financially sophisticated; no payments beyond director comp |
| Human Capital & Compensation | Not listed | N/A | 4 | Oversees exec pay, succession; no interlocks or related-person relationships disclosed for 2024 members |
| Nominating & Corporate Governance | Not listed | N/A | 4 | Oversees director succession, related-person transactions policy |
Fixed Compensation
- KHC director compensation comprises cash retainers and an annual deferred stock grant; directors do not receive meeting fees. Additional cash retainers are paid to the Chair, Lead Director, and committee chairs. Deferred stock grants accrue dividend equivalent units and are distributed six months after Board service ends.
| Item (2024) | Amount | Details |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $18,478 | Pro-rated for 2024 service starting Oct 24, 2024 |
| Stock Awards ($) | $0 | No 2024 annual grant due to appointment after May 2, 2024 grant date |
| Meeting Fees | $0 | Directors do not receive meeting fees |
| 2024 Additional Retainers | Cash ($) | Stock ($) | Notes |
|---|---|---|---|
| Chair of the Board | 60,000 | 120,000 | Chair may elect to receive cash retainer as equity |
| Lead Director | 30,000 | — | — |
| Audit Committee Chair | 25,000 | — | One chair retainer if chair multiple committees |
| Compensation Committee Chair | 20,000 | — | — |
| Governance Committee Chair | 20,000 | — | — |
| 2024 Deferred Stock Grants (Peers for context) | Grant Date | Grant-date Fair Value ($) | Basis |
|---|---|---|---|
| Non-employee director annual grant | May 2, 2024 | 185,032 | Based on $36.72 closing price; most directors received this grant |
Performance Compensation
- Directors: KHC directors receive deferred stock; there are no disclosed director-specific performance metrics tied to equity grants. Deferred stock accrues DEUs and is distributed post-service.
- Company executive PSU metrics (for pay-for-performance context):
| PSU Metric | Weight | Measurement Window | Notes |
|---|---|---|---|
| Relative TSR | 40% | 3-year average annual | TSR capped at target if negative TSR |
| Organic Net Sales CAGR | 30% | 3-year | Aligns with long-term growth targets |
| Cumulative Free Cash Flow | 30% | 3-year | Cash generation discipline |
| PSU Maximum Payout | — | — | 150% of target (below common 200% peer max) |
Other Directorships & Interlocks
- Current public boards: None.
- Past boards: EverCommerce (public; stepped down Oct 2024), Lesson Nine GmbH (private).
- Compensation Committee interlocks: None; no related-person relationships for 2024 Compensation Committee members.
- Time commitments: Directors limited to three other public boards; public-company CEOs limited to one; the Board reports all directors are in compliance as of March 10, 2025.
Expertise & Qualifications
- Skills matrix: Financial/accounting, global business/emerging markets, enterprise leadership, strategic transactions, brand building, digital/technology.
- The Lead Director highlighted her appointment to strengthen board expertise in technology and consumer-focused industries.
Equity Ownership
- Stock ownership guidelines: Non-employee directors must hold shares equal to 6x annual cash retainer within 5 years of joining the Board; all current directors are in compliance with guidelines overall.
- Anti-hedging and anti-pledging: Company policy prohibits hedging, short selling, derivatives, and pledging/margin accounts.
| As of March 10, 2025 | Shares Owned | Shares Acquirable within 60 Days | Deferred Stock | Total | % of Shares Outstanding |
|---|---|---|---|---|---|
| Debby Soo | 0 | — | — | — | <1% |
Governance Assessment
- Strengths: Independence affirmed; Audit Committee membership adds financial reporting and cyber/IT oversight exposure; perfect attendance during her 2024 service period; board refreshment via independent search process; strong anti-hedging/pledging policy; robust related-person transaction oversight. These support investor confidence in board effectiveness and risk governance.
- Alignment: Director equity is delivered via deferred stock with ownership guidelines (6x cash retainer within 5 years), promoting long-term alignment; absence of meeting fees and use of DEUs maintain simplicity and shareholder-friendly design.
- Potential watch items: As a new appointee, Ms. Soo had no KHC share ownership as of March 10, 2025 and did not receive the May 2024 annual deferred stock grant due to timing; monitor accumulation toward ownership guideline over the compliance window.
- Conflicts/red flags: No related-party transactions or committee interlocks involving Ms. Soo disclosed; anti-pledging policy reduces alignment risk; no red flags observed specific to Ms. Soo in the proxy.
Overall signal: Technology and digital expertise plus audit oversight are positive for board effectiveness; clean independence profile and formal ownership requirements bolster governance quality. Continuous monitoring of ownership accumulation will be key to assessing long-term alignment.