Kevin Cox
Kraft HeinzAbout Kevin Cox
L. Kevin Cox served as an independent director of The Kraft Heinz Company following the 2015 Kraft–Heinz merger; he joined the initial combined board and did not stand for re-election at the 2016 annual meeting. He was 51 in 2015, with a BA from Marshall University and a Master of Labor & Industrial Relations from Michigan State University, and served as Chief Human Resources Officer of American Express since 2005 after 16 years at PepsiCo and The Pepsi Bottling Group .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Kraft Heinz Company | Independent Director | Jul 2015–Apr 2016 | Initial committee assignments (Audit; Compensation; Nominating & Corporate Governance) at merger close; active on Audit and Compensation through 2015 |
| American Express Company | Chief Human Resources Officer | Apr 2005– (as disclosed) | Global HR leadership; relevant expertise for human capital oversight |
| PepsiCo, Inc. and The Pepsi Bottling Group | Various leadership roles (strategy, business development, technology, HR) | ~1989–2005 (16 years) | Consumer goods operating experience supporting board oversight |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| The Corporate Executive Board Company | Director | Current as of S-4 filing (2015) | Public company board experience |
| The Chefs’ Warehouse, Inc. | Former Director | Prior to 2015 | Prior public board service |
Board Governance
- Independence: Board determined Cox was independent under Nasdaq standards .
- Committee assignments: Audit (member), Compensation (member); initially also Governance at merger closing; no chair roles .
- Attendance: Each director attended at least 75% of Board and committee meetings in 2015; Audit (5 mtgs), Compensation (2), Governance (1), Operations & Strategy (2) .
- Tenure on KHC board: Elected at merger closing July 2015; notified he would not stand for re-election on Feb 11, 2016; stepped down at April 2016 annual meeting .
Fixed Compensation
| Year | Cash Fees ($) | Equity Grants ($) | Program Elements (Retainers) |
|---|---|---|---|
| 2015 | 54,402 | — | Board retainer $110,000; Audit Chair $20,000; Compensation Chair $20,000; Governance Chair $10,000; Ops & Strategy Chair $20,000; stock grant value $125,000 (pro-rated in 2015 post-merger) |
- KHC director compensation comprises cash retainers plus annual deferred stock; directors may defer cash retainers into accounts or elect deferred shares; no meeting fees .
Performance Compensation
- Non-employee director compensation at KHC was not tied to performance metrics (deferred stock, not PSUs); no bonus or TSR-linked awards disclosed for directors during Cox’s tenure .
Other Directorships & Interlocks
| Entity | Nature of Relationship | Potential Interlock/Conflict Consideration |
|---|---|---|
| American Express (CHRO) | Executive role | No related-person transactions disclosed; Board’s related-party policy and independence determinations noted |
| Corporate Executive Board (Director) | Outside directorship | No compensation committee interlocks or related transactions disclosed for 2015 |
| The Chefs’ Warehouse (Former Director) | Prior outside role | No conflicts disclosed |
Expertise & Qualifications
- Human capital and compensation leadership; enterprise leadership; consumer goods operating background from PepsiCo/PBG; governance experience via multiple public boards .
Equity Ownership
| As of | Shares Owned | Deferred Stock/Units | Total Interests | Pledged/Hedged |
|---|---|---|---|---|
| Feb 22, 2016 | 133 | 10,270 | 10,403 | None pledged; KHC insider trading policy prohibits pledging/hedging |
- 2015 director program did not include a fixed ownership guideline; directors received equity predominantly as deferred stock; guidelines were enhanced in later years (post-Cox tenure) .
Governance Assessment
- Committee Work and Effectiveness: Cox brought senior HR and consumer staples operating expertise to Audit and Compensation, aligning with KHC’s needs during post-merger integration in 2015. No chair roles; independence affirmed; attendance met expectations .
- Alignment and Pay: Modest cash fees in 2015 (pro-rated) and deferred equity structure supported alignment; absence of performance-linked director equity reduces “pay-for-performance” signaling but aligns with common governance practice .
- Conflicts/Red Flags: No related-party transactions disclosed; no pledging or hedging; no compensation committee interlocks issues; he exited the board in April 2016 following notice not to stand for re-election. No legal proceedings noted .
- Investor Confidence Signals: Independence, attendance, and human capital expertise support board effectiveness during a transformative period; limited tenure reduces long-term influence but mitigates entrenchment risk .