Diane Gherson
Kraft HeinzAbout Diane Gherson
Independent director at The Kraft Heinz Company; age 68 in 2025; joined the Board in November 2022. Former Senior Vice President and Chief Human Resources Officer at IBM, with deep expertise in human capital, compensation, corporate transformations, and operations. No current public-company directorships; identified skills include Global Business, Enterprise Leadership, Sustainability & Human Capital, Risk Management, Strategic Transactions, and Digital & Technology . The Board has determined she is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| IBM | SVP & CHRO; SVP HR; Senior leadership roles in HR, talent, compensation & benefits | 2002–Aug 2020 (various roles); CHRO 2017–Aug 2020; SVP & Special Advisor to CEO Sep–Dec 2020 | Led global HR strategy; compensation oversight; corporate transformation experience |
| Harvard Business School | Senior Lecturer | Jul 2021–Jun 2023 | Academic leadership in human capital topics |
| Boston Consulting Group | Senior Advisor | Since Jul 2023 | Advises on strategy and human capital |
| Willis Towers Watson | Principal; Global Practice Leader | 1994–2002 | HR consulting leadership; compensation expertise |
External Roles
| Organization | Role | Tenure | Type/Status |
|---|---|---|---|
| Centivo | Board/Advisor | Since Jan 2022 | Private healthcare (benefits/HR) |
| National Academy of Human Resources | Fellow/Board | Since Jan 2019 | Professional body (non-profit) |
| Ping Identity Holding Corp. | Director | Feb 2021–Oct 2022 | Now private (formerly public) |
| TechWolf | Advisor/Board | Since Nov 2023 | Private HR tech |
Board Governance
| Item | 2023 | 2024 |
|---|---|---|
| Independence status | Independent director | Independent director |
| Board & Committee meetings | 31 meetings; each incumbent director attended ≥91%; average 96% | 22 meetings; each incumbent director attended 100%; average 100% |
| Committee memberships | Human Capital & Compensation Committee member | Human Capital & Compensation Committee member |
| Committee chair roles | None disclosed for Gherson | None disclosed for Gherson |
| Lead Independent Director context | Lead Director: John C. Pope; 100% meeting attendance in 2023; executive sessions at all Board meetings | Executive sessions at all Board meetings; Lead Director chairs these sessions |
Human Capital & Compensation Committee (HCCC) Details
- Composition: 100% independent; 6 meetings in 2023; 4 meetings in 2024; chaired by Timothy Kenesey; members include Diane Gherson, Elio Leoni Sceti, James Park, John C. Pope .
- Responsibilities: Oversees HR policies (belonging/culture, pay equity, talent), executive compensation program design and governance, CEO goals/compensation, succession planning, equity awards, non-employee director pay, and stockholder feedback integration (say-on-pay) .
- Interlocks/Conflicts: No related person transactions requiring disclosure among HCCC members; no executive officer served on another company’s board/comp committee that interlocked with KHC during the year .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Cash retainer ($) | 110,000 | 100,000 |
| Stock award ($) | 125,011 (grant-date fair value) | 185,032 (grant-date fair value) |
| Total director compensation ($) | 235,011 | 285,032 |
| Additional chair/member fees | Committee chair fees only (Audit $20k; Comp $20k; Governance $10k) | Committee chair fees only (Audit $25k; Comp $20k; Governance $20k) |
| Program notes | Deferred stock awards; no meeting fees; option to defer cash retainer into deferred shares; DEUs accrue on dividends | Deferred stock awards; no meeting fees; quarterly cash payments; option to elect equity in lieu of cash; DEUs accrue |
- 2024 program change: Stock award $185,000 and cash retainer $100,000 for non-employee directors; Chair of the Board receives $60,000 cash + $120,000 stock; Lead Director $30,000 cash; Committee chair retainers per above; first material director pay changes since the Kraft Heinz Merger .
- Director stock ownership guidelines: 6x annual cash retainer, to be met within 5 years; all current directors are in compliance .
Performance Compensation
- KHC does not use performance-based pay for non-employee directors (no PSU/option performance metrics disclosed); director comp consists of cash retainer and deferred stock with dividend equivalents; no meeting fees .
Other Directorships & Interlocks
| Company | Role | Overlap/Interlock | Notes |
|---|---|---|---|
| Current public boards | None | N/A | No current public-company directorships |
| Ping Identity Holding Corp. | Director (prior) | None at KHC | Service ended Oct 2022; company now private |
| Berkshire Hathaway context | N/A for Gherson | Board assessed affiliations for certain directors; compliant with conflict policies | Independence determinations noted; not applicable to Gherson’s affiliations |
Expertise & Qualifications
| Skill Area | Evidence |
|---|---|
| Human capital & compensation | Former IBM CHRO; extensive HR/comp oversight experience |
| Corporate transformations & operations | IBM senior leadership; transformation experience |
| Risk management & strategic transactions | Listed Board skill disclosures |
| Digital & technology | IBM tenure; skill explicitly cited |
| Sustainability & inclusion | Oversight of diversity/inclusion and sustainability skills |
Equity Ownership
| As of | Shares Owned | Shares Acquirable within 60 Days | Deferred Stock (incl. DEUs) | Total | % of Shares Outstanding |
|---|---|---|---|---|---|
| Mar 10, 2025 | — | — | 8,547 | 8,547 | <1% (1,193,398,368 shares outstanding) |
- No stock options disclosed for Gherson; options table lists grants only for John T. Cahill .
- Pledging/Hedging: No pledging by Gherson disclosed; directors are subject to ownership guidelines (RSUs, deferred stock, DEUs count; unexercised options do not) .
Governance Assessment
- Board effectiveness: Gherson strengthens HCCC with CHRO-level experience; Committee responsibilities cover CEO compensation, succession, pay-for-performance design, and HR risk oversight; Committee was 100% independent with robust meeting cadence (6 in 2023; 4 in 2024) .
- Engagement: 100% attendance in 2024 across Board and relevant Committees; strong engagement signals for investors; 2023 attendance ≥91% with 96% average .
- Alignment: Director pay mix shifted toward equity in 2024 and ownership guidelines elevated to 6x cash retainer; Gherson’s beneficial holding consists of deferred stock, aligning with shareholder outcomes over tenure .
- Conflicts/interlocks: No related-person transactions among HCCC members; no compensation committee interlocks; independence reaffirmed by Board .
- RED FLAGS: None observed specific to Gherson—no low attendance, no related-party transactions, no pledging disclosed, no director option repricing; continued monitoring warranted on external advisory roles for potential time-commitment conflicts, though the Governance Committee assesses commitments and independence as part of nominations .