Tony Palmer
Kraft HeinzAbout Tony Palmer
Independent director appointed to The Kraft Heinz Company Board on October 22, 2025; brings deep consumer packaged goods leadership across marketing, innovation, and international operations, with prior senior roles at Kimberly‑Clark, Kellogg, and The Coca‑Cola Company. Currently an Operating Partner at One Rock Capital Partners; also serves on the board of Brambles and previously spent 14 years as a director at The Hershey Company . No securities beneficially owned at appointment per Form 3 filed October 30, 2025 . Committee assignments were not disclosed at appointment; he will be compensated under Kraft Heinz’s non‑employee director program .
Past Roles
| Organization | Role | Committees/Impact |
|---|---|---|
| Kimberly‑Clark | President, Global Brands & Innovation; Chief Marketing Officer | Led brand growth, product innovation |
| Kellogg Company | Managing Director, UK & Ireland Cereal & Healthy Snacks; President, Natural & Frozen Foods; President, Warehouse Club; Vice President, Innovation | Drove international growth and category innovation |
| The Coca‑Cola Company | Vice President & Managing Director, Kids Beverages and Minute Maid; Regional Director, Australasia for Coca‑Cola Amatil | Global operating leadership and brand stewardship |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| One Rock Capital Partners LLC | Operating Partner | Current | Strategic initiatives and growth expertise |
| Brambles | Director | Current | Supply chain logistics experience applicable to KHC |
| The Hershey Company | Director | 14 years (prior) | Consumer goods board experience; long-tenured governance perspective |
Board Governance
- Independence status: Appointed as an independent director; the company characterized the three new directors as “New Independent Directors” . Item 5.02 disclosed no related‑party transactions requiring disclosure at appointment .
- Committees: Kraft Heinz has three 100% independent standing committees (Audit; Human Capital & Compensation; Nominating & Corporate Governance). 2024 meeting activity: Audit (9), Compensation (4), Governance (4). 2024 attendance: directors averaged 100% attendance; independent directors met in executive session at all Board meetings .
- Board policies: Robust director time‑commitments policy; anti‑hedging and anti‑pledging insider trading policy; related‑person transactions reviewed by Governance Committee .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual board retainer (cash) | $100,000 | Payable quarterly; directors may elect to receive equity in lieu of cash |
| Annual equity grant (deferred stock) | Standard annual grant; 2024 grant fair value example $185,032 per non‑employee director | Granted after annual meeting; accrues dividend equivalent units; delivered 6 months post service end |
| Chair of the Board – additional retainer (cash) | $60,000 | Chair may elect to receive as equity |
| Chair of the Board – additional retainer (stock) | $120,000 | Provided in stock; separate from cash retainer |
| Lead Independent Director – additional retainer (cash) | $30,000 | — |
| Committee Chair – Audit (cash) | $25,000 | One chair fee if chair multiple committees |
| Committee Chair – Compensation (cash) | $20,000 | — |
| Committee Chair – Governance (cash) | $20,000 | — |
| Meeting fees | $0 | No meeting fees |
| Director stock ownership guideline | 6x annual cash retainer; compliance within 5 years | RSUs, deferred stock, DEUs, and stock equivalents count; options do not |
Performance Compensation
| Performance‑linked director compensation elements | Status | Notes |
|---|---|---|
| Variable performance metrics (e.g., PSUs, TSR targets) | Not part of non‑employee director program | Director equity is granted as deferred stock units; program does not include performance‑conditioned awards for directors |
Other Directorships & Interlocks
| Company | Role | Sector link to KHC | Potential interlock/conflict notes |
|---|---|---|---|
| Brambles | Director | Logistics/supply chain | No related‑party transactions disclosed at appointment |
| The Hershey Company | Former Director (14 years) | Packaged food (confectionery) | Prior competitor governance experience; historical role only |
Expertise & Qualifications
- CPG leadership: Accelerating growth and profitability across leading consumer brands; product innovation and global marketing .
- International operations: Managed businesses in UK & Ireland and Australasia; regional leadership roles .
- Transformation: Strategic initiatives and organizational growth from private equity operating partner experience .
- E‑commerce/retail ecosystem exposure: Complementary to newly appointed peers focused on separation execution (Board refresh context) .
Equity Ownership
| Item | Detail | Source |
|---|---|---|
| Initial beneficial ownership at appointment | 0 shares; no securities beneficially owned (Form 3) | Filed Oct 30, 2025 |
| Ownership guideline | 6x annual cash retainer; 5‑year compliance window | Counts RSUs/deferred stock/DEUs/stock equivalents; options excluded |
| Anti‑hedging/pledging | Company policy prohibits hedging and pledging | Insider Trading Policy |
Governance Assessment
- Independence and conflicts: Independent status and no Item 404(a) related‑party transactions at appointment support investor confidence . Ongoing monitoring of One Rock and Brambles relationships advisable under the company’s Related Person Transactions Policy .
- Ownership alignment: Starting at zero shares puts focus on building alignment; the 6x retainer ownership guideline with a five‑year compliance period provides a structured path to “skin‑in‑the‑game” .
- Board effectiveness signals: Strong committee independence, rigorous attendance norms (100% average in 2024), and executive sessions every Board meeting indicate robust oversight environment into which Palmer enters .
- RED FLAGS: None disclosed regarding pledging/hedging, related‑party transactions, or attendance at appointment; continued surveillance warranted as committee assignments and holdings evolve .