John Cahill
Kraft HeinzAbout John T. Cahill
Independent Vice Chair of the Board at The Kraft Heinz Company (KHC). Age 67; director and Vice Chair since July 2015. Former CEO and Executive Chairman of Kraft Foods Group; extensive financial, global CPG, and enterprise leadership experience, with current board roles at Colgate-Palmolive, American Airlines Group, and Autodesk . KHC classifies him as independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Kraft Foods Group, Inc. | Chief Executive Officer | 2014–2015 | Led company through pre-merger period; brings legacy operational and financial oversight to KHC |
| Kraft Foods Group, Inc. | Executive Chairman | 2012–2014 | Strategic oversight; board leadership |
| Mondelēz International, Inc. | Executive Chairman Designate, North American Grocery | 2012 | Transition leadership in CPG portfolio |
| Ripplewood Holdings LLC | Industrial Partner | 2008–2011 | Private equity operational/strategic experience |
| PepsiCo, Inc. & affiliates | Various executive and senior financial positions | 1989–2007 | Deep financial and operating expertise |
| Legg Mason, Inc. | Director | 2010–2014 | Financial services board experience |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| Colgate-Palmolive Company | Director | Since 2005 | Serves on audit committees of three other public companies; Board has determined no impairment to KHC Audit Committee service |
| American Airlines Group | Director | Since 2013 | As above on audit committee load |
| Autodesk, Inc. | Director | Since Dec 2024 | As above on audit committee load |
Board Governance
- Board roles: Independent Vice Chair; Chair of the Nominating & Corporate Governance Committee; member of the Audit Committee .
- Vice Chair responsibilities include assisting the Chair, serving as meeting chair if needed, and other duties as requested by the Board .
- Independence: Board determined Cahill meets Nasdaq independence requirements .
- Attendance and engagement: KHC held 5 Board meetings and 22 total Board/Committee meetings in 2024; each incumbent director attended 100% of Board and Committee meetings; independent directors held executive sessions at all Board meetings .
- Committee activity: Audit Committee met 9 times; Governance Committee met 4 times in 2024 .
- Time commitments: Policy limits other public boards to three; audit committee service on >2 requires specific Board determination. Cahill serves on three other public company audit committees; Board determined this does not impair his effectiveness on KHC’s Audit Committee based on attendance and qualifications .
Fixed Compensation
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual Cash Retainer | $100,000 | Standard non-employee director cash retainer; no meeting fees |
| Committee Chair Retainer (Governance) | $20,000 | Additional cash retainer for Governance Committee Chair |
| Total Cash Fees Earned (2024) | $120,000 | As reported in Director Compensation Table |
| Annual Deferred Stock Award (Fair Value) | $185,032 | Granted effective after 2024 Annual Meeting; fair value based on $36.72 closing price on May 2, 2024 |
| Chair/Vice Chair program context | — | No meeting fees; Chair may elect to receive cash retainer as equity |
| Director Stock Ownership Guideline | 6x annual cash retainer | Compliance period 5 years; all current directors in compliance |
Performance Compensation
| Item | Detail |
|---|---|
| Performance-linked metrics | None disclosed for director compensation; program is cash retainer plus annual deferred stock; no PSUs or performance targets for directors |
| Deferred stock terms | Deferred stock accrues dividend equivalent units (DEUs); distributed six months after ceasing Board service |
Note: KHC’s performance-based pay metrics (TSR, Organic Net Sales CAGR, Free Cash Flow) apply to executives, not directors .
Other Directorships & Interlocks
| Aspect | Details |
|---|---|
| Compensation Committee interlocks | None; no relationships requiring related person transaction disclosure for Compensation Committee members in 2024 |
| Audit committee load | Serves on audit committees of three other public companies; Board concluded no impairment to KHC Audit Committee service |
| Independence/conflict vetting | Governance Committee oversees related person transactions; independence affirmed for director slate |
Expertise & Qualifications
- Skills: Financial and Accounting; Global Business and Emerging Markets; CPG/consumer industry; Enterprise Leadership; Risk Management; Strategic Transactions .
- Role fit: Governance Chair role leverages independence and oversight of board composition, performance, and stockholder engagement .
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Shares Owned | 152,178 | Includes 37,735 shares held indirectly in an irrevocable trust for his children |
| Shares Acquirable within 60 Days | 500,000 | Via exercisable stock options |
| Deferred Stock Units (incl. DEUs) | 45,397 | Deferred director stock and accrued DEUs |
| Total Beneficial Ownership | 697,575 | Less than 1% of outstanding shares |
| Options (Exercisable) | 500,000 | Grant date 8/16/2019; strike $25.41; expiration 8/16/2029 |
| Options (Employee legacy) | 176,423 | Grant date 2/26/2015; strike $52.70; expiration 2/26/2025 |
| Anti-pledging policy | Prohibits pledging or margin accounts for KHC securities |
Governance Assessment
- Committee leadership and independence: As Governance Chair and Audit member, Cahill’s portfolio directly impacts board effectiveness in director selection, evaluations, and risk oversight. Independence affirmed; committees are 100% independent with heightened standards applied .
- Attendance and engagement: 100% director attendance in 2024, with regular executive sessions—positive signal for oversight rigor .
- Ownership alignment: Meaningful exposure via options and deferred stock, plus compliance with enhanced 2024 director ownership guidelines (6x cash retainer)—alignment with stockholders .
- Time commitments risk: Three external audit committee seats can be a workload risk; KHC Board specifically reviewed and found no impairment to his KHC Audit effectiveness, citing attendance and financial expertise—mitigates concern .
- Related party/conflicts: No related person transactions disclosed for him; Governance Committee policy provides structured review of any such matters .
- Broader compensation governance signal: Strong say-on-pay support (≈96% in 2024) suggests investor confidence in KHC’s compensation governance generally, though primarily focused on executives .
RED FLAGS
- High external audit committee load (three other public companies) could present bandwidth risk in stressed periods; KHC’s Board determination and his attendance/expertise mitigate, but monitor for any future performance issues or missed meetings .
- Legacy large option exposure may create short-term price sensitivity; however, options align with shareholder value creation and are standard for prior executives .
Overall: Cahill’s governance profile reflects strong independence, committee leadership, and full attendance, with robust ownership alignment and formal mitigation of time-commitment concerns—all supportive of investor confidence in KHC’s board oversight .