Lori Fouché
Kraft HeinzAbout Lori Dickerson Fouché
Independent director of The Kraft Heinz Company; age 55; joined the Board in May 2021. Former senior executive in financial services (TIAA and Prudential), bringing seasoned financial expertise, risk management, regulatory/public policy, enterprise leadership, and brand-building experience; designated independent under Nasdaq rules. Serves on the Audit Committee and Nominating & Corporate Governance Committee; 100% attendance at Board and committee meetings in 2024.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| TIAA | Senior Executive Vice President & Advisor to the CEO | Jun–Dec 2020 | — |
| TIAA Financial Solutions | Senior Executive Vice President & CEO | 2018–Jun 2020 | — |
| Prudential Financial | Group Head of Individual Solutions | 2017–2018 | — |
| Prudential Financial | President, Prudential Annuities | 2015–2017 | — |
| Prudential Financial | CEO, Prudential Group Insurance | 2014–2015 | — |
External Roles
| Organization | Role | Tenure | Type |
|---|---|---|---|
| Hippo Holdings Inc. | Director | Since May 2021 | Public company board |
| Gusto Inc. | Board member | Since Oct 2021 | Private company |
| Princeton University | Board of Trustees | Since Sep 2021; prior 2015–Jun 2019 | Academic/non-profit |
Board Governance
- Independence: Affirmatively determined independent by the Board (Nasdaq requirements).
- Committee assignments:
- Audit Committee member; 9 meetings in 2024. Focus on financial reporting integrity, internal controls, compliance, ERM, and cybersecurity; all members financially sophisticated; no Audit Committee member received payments other than director compensation in 2024.
- Nominating & Corporate Governance Committee member; 4 meetings in 2024. Focus on director recruitment, independence, Board/committee self-evaluations, related-person transactions policy, and shareholder engagement.
- Attendance and engagement:
- 22 Board/committee meetings held in 2024; each incumbent director attended 100% of Board and committee meetings during service; independent directors met in executive session at all Board meetings.
- Board structure and leadership: Separate Chair and CEO; strong Lead Independent Director; 10 of 12 director nominees independent; 5 Board meetings in 2024.
- Time commitments policy: Directors limited to max 3 other public boards (1 for sitting public-company CEOs) and constraints on audit committee memberships; all directors in compliance as of March 10, 2025.
Fixed Compensation
| Component | Amount ($) | Notes |
|---|---|---|
| Fees earned or paid in cash (2024) | 100,000 | Annual cash retainer; directors do not receive meeting fees. |
| Stock awards (2024) | 185,032 | Deferred stock award; grant date fair value based on closing price $36.72 on May 2, 2024; dividend equivalent units accrue. |
| Total (2024) | 285,032 | Sum of cash and stock awards. |
Additional program features:
- Deferred stock granted immediately following annual meeting; DEUs accrue on dividends; distribution occurs six months after a director leaves the Board.
- Director stock ownership guideline: 6x annual cash retainer; five-year compliance period; all current directors in compliance.
Performance Compensation
| Element | Metric(s) | Design Details |
|---|---|---|
| Director equity | — | Annual deferred stock; not performance-conditioned; DEUs accrue; distributed six months post‑service. |
Note: Kraft Heinz’s performance-based equity metrics (PSUs) apply to executives, not non-employee directors.
Other Directorships & Interlocks
| Area | Detail |
|---|---|
| Current public boards | Hippo Holdings Inc. (Director). |
| Interlocks | Compensation Committee interlocks: none in 2024 (no reciprocal board/comp committee relationships with KHC executives); Lori Fouché is not a member of the Compensation Committee. |
| Related‑party transactions | Governance Committee oversees policy/review; no payments to Audit Committee members other than director compensation; no related-person transactions disclosed involving Fouché. |
Expertise & Qualifications
- Financial and accounting, enterprise leadership, regulatory/public policy, risk management, brand building; deep background in financial services (TIAA, Prudential).
Equity Ownership
| Holder | Shares Owned | Shares Acquirable within 60 Days | Deferred Stock (including DEUs) | Total | % of Outstanding |
|---|---|---|---|---|---|
| Lori Dickerson Fouché (as of Mar 10, 2025) | — | — | 17,134 | 17,134 | * (<1%) |
Policy constraints:
- Anti-hedging and anti-pledging: Company insider trading policy prohibits pledging and hedging (short sales, derivatives) by directors and employees.
Governance Assessment
- Board effectiveness: Active roles on Audit and Governance place Fouché at the center of financial integrity, compliance, risk oversight, director recruitment, and shareholder engagement; attendance and independence are strong signals of engagement.
- Alignment: Standard director pay mix (cash + deferred stock), DEUs, and ownership guidelines (6x retainer) support alignment; beneficial ownership reflects accumulating deferred stock units.
- Conflicts: No related‑party transactions disclosed for Fouché; Audit Committee members received no payments beyond director compensation; firm-wide policy prohibits hedging/pledging.
- Investor confidence context: Company’s say‑on‑pay approval ~96% in 2024 indicates broad shareholder support for compensation governance and pay‑for‑performance design (executive program), reinforcing overall governance credibility.
RED FLAGS: None evident specific to Fouché based on disclosed independence, attendance, committee service, compensation, and related‑party review processes.