Miguel Patricio
Kraft HeinzAbout Miguel Patricio
Miguel Patricio is Non-Executive Chair of The Kraft Heinz Company; he has served as a director since May 2021 and as Chair since May 2022, after serving as CEO from June 2019 to December 2023. He is 58 and brings deep global consumer goods leadership, brand-building, and transaction experience from prior senior roles at AB InBev, Ambev, Philip Morris, Coca-Cola, and Johnson & Johnson .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Kraft Heinz Company | Chair of the Board (Non-Executive) | May 2022–present | Presides over Board meetings; co-sets agendas with Lead Director; liaison with major stockholders; active in CEO succession and performance feedback . |
| The Kraft Heinz Company | Chief Executive Officer | Jun 2019–Dec 2023 | Led strategy execution and transformation initiatives . |
| AB InBev SA/NV | Chief of Special Global Projects – Marketing; various zone president/marketing leadership | 2004–2019 | Global marketing and operating leadership across zones . |
| Ambev (predecessor of AB InBev) | Chief Marketing Officer | 1999–2004 | Built consumer/brand platforms in LATAM . |
| Philip Morris Companies Inc. | Vice President, Marketing | 1997–1999 | Consumer marketing leadership . |
| The Coca-Cola Company | Global Marketing Director | 1996–1997 | Global brand management . |
| Johnson & Johnson | Global Marketing Director | 1989–1995 | Healthcare brand leadership . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| None (current public company boards) | — | — | KHC proxy lists “Other Current Public Company Boards: None” for Mr. Patricio . |
Board Governance
- Role/committees: Non-Executive Chair; not a member of standing committees; committee assignments “None” in director bio .
- Independence: Not identified as independent in the Board’s independence determination (list of independent nominees excludes Mr. Patricio) .
- Attendance: Directors averaged 100% attendance across 22 Board/Committee meetings in 2024; each incumbent director attended 100% of the meetings of the Board and their committees during their service period . The Board held 5 formal Board meetings in 2024 .
- Engagement: Independent directors met in executive session at all Board meetings; the Lead Director chairs these sessions and reports key actions to Chair/CEO .
- Leadership structure and checks: Board maintains separate Chair and CEO roles; Chair responsibilities include presiding meetings, co-setting agendas with Lead Director, stockholder liaison, and succession oversight; strong Lead Director authority (can call executive sessions, approve agendas/schedules, oversee CEO evaluation); all three standing committees are 100% independent and chaired by independent directors .
Fixed Compensation
| Element (2024) | Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $160,000 | Director compensation table (includes retainers and any deferred-to-equity amounts) . |
| Stock Awards (deferred stock) | $305,033 | Grant date fair value under ASC 718; based on $36.72 closing price on May 2, 2024 . |
| Total | $465,033 | 2024 non-employee director compensation . |
| Director Program Element (Policy) | Cash Retainer | Stock Retainer | Notes |
|---|---|---|---|
| Chair of the Board (additional) | $60,000 | $120,000 | Chair may elect to receive cash retainer as equity; no meeting fees . |
| Lead Director (additional) | $30,000 | — | No meeting fees . |
| Committee Chairs (additional) | Audit $25,000; Comp $20,000; Gov $20,000 | — | Only one chair retainer if chairing multiple committees; no meeting fees . |
- Director stock ownership guidelines: Non-employee directors must hold shares equal to 6x annual cash retainer within 5 years; all current directors are in compliance .
Performance Compensation
| Component | Metrics | Grant Date / Terms | Payout/Performance Features |
|---|---|---|---|
| Deferred Stock (annual director grant) | None (time-based director equity) | 2024 grant date May 2, 2024; fair value $305,033; dividends accrue as DEUs; distribution in shares 6 months after Board service ends | Not performance-based; aligns directors with shareholders via equity holding and DEUs; no meeting fees . |
Note: KHC’s PSU metrics (TSR relative to peers 40%, 3-year Organic Net Sales CAGR 30%, 3-year cumulative Free Cash Flow 30%) apply to executives, not directors .
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Current public company directorships | None (for Mr. Patricio) . |
| Compensation committee interlocks | Company disclosed no compensation committee interlocks in 2024; all Compensation Committee members were independent and none of KHC’s executive officers served on the board/comp committee of any entity with reciprocal service at KHC . |
Expertise & Qualifications
- Key skills identified by the Board for Mr. Patricio: Global Business & Emerging Markets; CPG/Related Industry; Enterprise Leadership; Risk Management; Strategic Transactions; Brand Building .
- Board selected him as Chair given deep industry knowledge, awareness of key issues facing KHC, and ability to act as an effective bridge between Board and management .
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Shares Owned | 1,383,795 | Includes 811,817 in a revocable trust (Mr. and spouse co-trustees/beneficiaries) and 558,488 in a grantor retained trust . |
| Shares Acquirable within 60 Days | — | None reported for Mr. Patricio . |
| Deferred Stock | 8,616 | Includes related DEUs accrued . |
| Total Beneficial Ownership | 1,392,411 | Less than 1% of outstanding common stock . |
| Anti-pledging/hedging | Prohibited by KHC insider trading policy (no pledging, margin, hedging, or derivatives) . |
Governance Assessment
- Strengths for investor confidence
- Experienced non-executive Chair with deep CPG and global marketing background; strong brand-building and transaction experience .
- Structural checks: separate Chair/CEO roles, empowered Lead Director, 100% independent committees, and robust executive sessions at every Board meeting .
- High director engagement (100% attendance) and codified director time-commitment limits (max 3 other public boards; additional audit committee limits) .
- Alignment mechanisms: meaningful director equity grants, strict ownership guidelines (6x retainer), and prohibition on hedging/pledging .
- Shareholder support signal: 96% Say‑on‑Pay approval in 2024 and active engagement with large holders .
- Risk considerations and mitigants
- Non-independent Chair (former CEO), which can raise oversight concerns; mitigated by strong Lead Director authority, fully independent committees, and routine executive sessions without management .
- Concentrated ownership: Berkshire Hathaway holds ~27.3% of common stock; Board states independence/compliance determinations regarding Berkshire-affiliated directors and applies a formal related-person transactions policy overseen by the Governance Committee .
No meeting fees, tax gross-ups, or hedging/pledging are permitted under KHC policies; a robust clawback framework is in place companywide, further aligning governance and risk management with shareholder interests .