John Pope
Kraft HeinzAbout John C. Pope
Independent Lead Director at The Kraft Heinz Company; age 75; director since July 2015; Lead Director since January 2021. Pope is Audit Committee Chair and serves on the Human Capital & Compensation and Nominating & Corporate Governance Committees. Background includes CEO/Chairman at PFI Group LLC (since 1994) and executive roles at United Airlines/UAL Corporation; he is viewed by KHC as providing deep financial, operating, and global experience and strong board leadership .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PFI Group LLC | Chairman & CEO | Since 1994 | Financial leadership; strategic oversight |
| United Airlines / UAL Corp. | Executive roles in operations, finance, marketing | 1988–1994 | Operating and marketing expertise |
| Waste Management, Inc. | Director | 1997–May 2024 | Governance oversight at large-cap industrial |
| R.R. Donnelley & Sons Company | Director | 1996–Feb 2022 | Governance oversight |
| Kraft Foods Group, Inc. | Director | 2012–2015 | Predecessor board; consumer staples experience |
| Kraft Foods Inc. (now Mondelēz) | Director | 2001–2012 | Global CPG board experience |
| Con-way, Inc. | Director | 2003–2015 | Logistics sector oversight |
| Dollar Thrifty Automotive Group, Inc. | Director | 1997–2012 | Consumer services oversight |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Talgo S.A. | Director | Since 2015 | Current public company board; rail manufacturer; limited overlap with KHC’s value chain |
Board Governance
- Independence: The Board affirmatively determined Pope is independent under Nasdaq rules; all three standing committees are 100% independent, with heightened standards for Audit and Compensation .
- Lead Independent Director responsibilities: Presides over executive sessions; can call meetings of independent directors and those unaffiliated with Berkshire Hathaway; reviews/approves agendas and schedules; engages major stockholders; participates in CEO succession planning; monitors CEO performance .
- Committee assignments and 2024 engagement:
- Audit Committee: Chair; 9 meetings; determined an “audit committee financial expert” alongside Alfonso and Cahill; focused on financial reporting, ERM, IT/OT/cybersecurity; no payments to members other than director compensation .
- Human Capital & Compensation Committee: Member; 4 meetings; oversees executive and director pay policies, peer groups, and CEO succession; no interlocks or related person issues disclosed in 2024 .
- Nominating & Corporate Governance Committee: Member; 4 meetings; oversees board composition, independence, related person transactions policy, and annual evaluations .
- Attendance: 22 combined Board and committee meetings in 2024; each incumbent director attended 100% of meetings on which they served; executive sessions of independent directors at all Board meetings .
- Board meetings: 5 in 2024; priorities included long-term strategy, capital allocation, risk oversight, and succession planning .
Fixed Compensation
| Component | Amount (USD) | Notes |
|---|---|---|
| Fees earned or paid in cash (2024) | $155,000 | Includes annual director cash retainer plus Lead Director and Audit Chair retainers per program; KHC does not pay meeting fees |
| Additional retainer policy – Lead Director | $30,000 cash | Program terms (applies to role holders) |
| Additional retainer policy – Audit Chair | $25,000 cash | Program terms (applies to role holders) |
| Stock ownership guideline | 6x annual cash retainer; 5-year compliance period | All current directors in compliance |
Directors may elect to receive cash retainers as equity under the Amended and Restated Deferred Compensation Plan for Non-Management Directors; no meeting fees are paid .
Performance Compensation
| Element | Grant Date | Fair Value (USD) | Structure | Metrics | Vesting/Distribution |
|---|---|---|---|---|---|
| Deferred stock award (2024 annual) | May 2, 2024 | $185,032 | Deferred stock; eligible for dividend equivalent units (DEUs) | None (non-employee director awards are not performance-based) | Distributed as common shares 6 months after service ends; DEUs accrue on dividends |
| Valuation reference | May 2, 2024 | Closing price $36.72 | Basis for ASC 718 fair value | — | — |
Other Directorships & Interlocks
| Entity | Relationship to KHC | Interlock/Conflict Notes |
|---|---|---|
| Talgo S.A. (current) | Unrelated industry (rail) | No supplier/customer overlap disclosed with KHC; low conflict risk |
| Past large-cap boards (Waste Management, RRD, Con-way, etc.) | Potential ecosystem adjacency (e.g., waste services) | No related person transactions disclosed involving Pope; governance committee oversees related person transactions policy |
Expertise & Qualifications
- Skills matrix: Financial & accounting; global/emerging markets; CPG/consumer; enterprise leadership; regulatory/public policy; risk management; strategic transactions .
- Board rationale: Independent directors cited Pope’s experience, knowledge, integrity, high engagement, attendance history, and capacity to undertake additional responsibilities when appointing him Lead Director .
Equity Ownership
| Holder | Shares Owned | Deferred Stock | Shares Acquirable within 60 Days | Total Beneficial Ownership | % of Outstanding Shares |
|---|---|---|---|---|---|
| John C. Pope | 10,098 | 50,185 | — | 60,283 | 0.005% (60,283 / 1,193,398,368) |
| Shares outstanding (as of Mar 10, 2025) | — | — | — | 1,193,398,368 | — |
- Anti-hedging and anti-pledging: Company insider trading policy prohibits hedging, short-selling, derivatives on KHC securities, margin accounts, and pledging; a copy is filed with the 2024 Form 10-K .
- Section 16 compliance: KHC believes all Reporting Persons complied timely with Section 16(a) filing requirements for fiscal 2024 .
Governance Assessment
- Strengths
- Clear independent leadership: Robust Lead Director role with specific powers (e.g., executive sessions, agenda approval, stockholder engagement), providing a counterweight to management and large shareholders .
- Financial oversight: Audit Chair status with “audit committee financial expert” designation and extensive focus on ERM and cybersecurity; high meeting cadence (9 in 2024) indicates active risk oversight .
- Engagement/attendance: 100% attendance; service across three independent committees plus Lead Director duties signals strong time commitment and board effectiveness .
- Ownership alignment: Mandatory 6x cash retainer guideline; deferred stock structure with DEUs; all directors in compliance .
- Pay practices: No meeting fees; transparent additional retainer structure; director cash retainer optional equity deferral .
- Potential risks/considerations
- Large shareholder context: Berkshire Hathaway holds ~27.3% of KHC; governance mitigant includes Lead Director authority to convene directors unaffiliated with Berkshire, and independence affirmed for Berkshire-affiliated directors (Abel, Kenesey, Knapp) per policy review .
- Interlocks/related parties: Governance Committee oversees and screens related person transactions; none disclosed involving Pope; continued monitoring recommended .
- Workload: Multiple leadership roles (Lead Director + Audit Chair + two committee memberships) demand significant bandwidth; current disclosures note high engagement and effective service .
Signal to investors: Pope’s independent leadership and audit expertise, combined with full attendance and strong ownership alignment, support confidence in board oversight of strategy, risk, and capital allocation; no director-specific conflicts or related-party transactions are disclosed .