Amity Millhiser
COCA COLAAbout Amity Millhiser
Amity Millhiser (age 61) is an independent director of The Coca-Cola Company and has served on the Board since 2023; she was appointed Chair of the Audit Committee effective August 1, 2024 . A certified public accountant, she spent more than 35 years at PwC, including roles as Vice Chair, Chief Clients Officer, and Silicon Valley Market Managing Partner, with extensive global, audit, M&A, and risk oversight experience, including 17 years based in Switzerland . The Board has determined she is independent under NYSE standards and Company guidelines .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PricewaterhouseCoopers LLP (PwC) | Vice Chair | 2015–June 2023 | Led Trust and Consulting practice development; senior leadership on major clients; risk/crisis management, regulatory and governance engagement |
| PwC | Chief Clients Officer; Member, U.S. Leadership Team | 2015–2020 | Responsible for markets, sectors and key clients across U.S.; launched cross‑functional services (cloud, digital, transformation, cybersecurity risk) |
| PwC | Market Managing Partner, Silicon Valley Practice | 2011–2015 | Worked with leading tech companies on scaling and capital raising; innovation leadership |
| PwC | Partner (joined PwC in Assurance in 1985) | 1995–June 2023 (joined 1985) | Senior leader engaging boards/audit committees on financial reporting, auditing, regulatory and governance matters |
| PwC Global Network Strategy Group | Member | Not specified | Helped define PwC’s global strategy for 2020; global strategic perspective |
| PwC (Switzerland) | Founder, Switzerland-based Transaction Services Practice (Center of Excellence for U.S./EU cross‑border deals) | 17 years based in Switzerland (years not separately listed) | Acquisition support, diligence, integration, carve‑outs, divestitures, spin‑offs, capital markets and IPOs across tech, pharma, consumer, industrials |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Current public company boards | None | — | — |
| Prior public company boards (past five years) | None | — | — |
Board Governance
- Committee assignments (current): Audit Committee (Chair); designated by the Board as an “Audit Committee financial expert” in 2024 .
- Independence: The Board determined she is independent; all Audit, Compensation, and Governance Committee members meet enhanced independence standards .
- Attendance and engagement: In 2024, the Board held 5 meetings and committees held 25; overall director attendance ~98%, and each director attended at least 75% of applicable meetings .
- Executive sessions: Non‑employee directors meet in executive session at each regularly scheduled Board meeting, chaired by the Lead Independent Director .
- Audit Committee scope: Oversees financial statements, internal controls, internal audit, independent auditors, legal and ethical compliance, quality/food safety, workplace/distribution safety, cybersecurity, and certain sustainability disclosure processes; also oversees ERM .
Fixed Compensation (Director)
| Component | 2024 Amount/Terms | Notes |
|---|---|---|
| Annual cash retainer | $90,000 | Standard non‑employee director cash retainer |
| Audit Committee Chair fee | $30,000 (annual rate); $12,000 prorated paid in 2024 | She became Chair effective Aug 1, 2024; prorated $12,000 recognized in 2024 |
| Meeting fees | $0 | No fees for Board/committee meeting attendance |
| 2024 Fees earned/paid in cash (reported) | $102,000 | Sum of base retainer plus prorated chair fee |
| All Other Compensation (reported) | $3,679 | Includes Company matching charitable gifts; her matched gifts totaled $2,500 in 2024 |
Performance Compensation (Director equity and deferrals)
| Item | 2024 Detail | Terms/Notes |
|---|---|---|
| Annual equity retainer (deferred share units) | $200,000 grant‑date fair value | Credited in deferred share units each April 1 (or preceding business day); units mirror $200,000 value at grant |
| Grant date convention | April 1, 2024 (plan schedule) | Plan specifies April 1 (or preceding business day) for annual equity crediting |
| Vehicle | Deferred Share Units (DSUs) | No voting rights; credited with hypothetical dividends reinvested into additional units |
| Vesting/holding | Payable only after leaving Board | Units paid in cash after departure; directors thus hold equity-linked value through tenure |
| Ownership alignment policy | After 3 years, DSU holdings equate to ≥5× cash retainer | Program design: equity emphasis, long‑term focus; stock holding requirements |
| Options/PSUs | None | No option or PSU awards for non‑employee directors |
| 2024 elective deferral of cash into DSUs | 1,672 units | She elected to defer a portion of 2024 cash fees into share units (valued at April 1, 2024 pricing) |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None |
| Prior public company boards (past five years) | None |
| Potential interlocks/conflicts | Company’s independent auditor is EY (not PwC), reducing any perceived conflict given her PwC background |
Expertise & Qualifications
- Financial reporting and audit: CPA with extensive experience advising boards and audit committees on financial reporting, auditing, regulatory and governance matters; designated Audit Committee financial expert at KO in 2024 .
- Risk oversight: Crisis, reputational, financial, and regulatory risk management across U.S. geographies; ERM oversight as Audit Chair; cybersecurity oversight within Audit Committee remit .
- Technology/digital: Launched cross‑functional services in cloud, digital, transformation, and cybersecurity risk; led Silicon Valley practice working with tech companies as they innovated, scaled, and raised capital .
- International/M&A: 17 years in Switzerland; founded PwC Switzerland Transaction Services COE for U.S./EU cross‑border deals; deep M&A execution across sectors .
Equity Ownership
| Item | Amount/Status | Notes |
|---|---|---|
| Beneficial ownership (common shares) | 400 shares | Held by a living trust for which she is sole trustee; <1% of outstanding shares |
| Outstanding DSUs (as of 12/31/2024) | 7,140 units | Deferred share units under Directors’ Plan; paid in cash after Board service |
| 2024 cash deferral into DSUs | 1,672 units | Director‑elected cash fee deferral into share units |
| Hedging/pledging | Prohibited for directors | Company policy bans hedging, short sales, and pledging by directors |
Governance Assessment
- Strengths for investor confidence: Appointment as Audit Committee Chair in 2024 and designation as an Audit Committee financial expert underscore strong financial oversight credentials and Board trust in her leadership . Independence affirmed by the Board; no related‑party transactions involving directors/officers since January 1, 2024; robust insider trading, hedging, and pledging prohibitions apply to directors .
- Engagement/attendance: Board and committee activity was active (30 total meetings including joint session), with ~98% overall attendance and every director meeting at least 75%, indicating strong engagement; non‑employee director executive sessions occur each regular meeting .
- Compensation alignment: Director pay emphasizes equity via DSUs, is long‑term in design (paid post‑service), and unchanged since 2020; her 2024 compensation totaled $305,679 (cash $102,000; equity $200,000; other $3,679), with optional cash deferral increasing equity linkage .
- Conflicts/interlocks: No current public company directorships reduces overboarding risk; independent auditor is EY (not PwC), limiting any perceived auditor‑related conflict given her PwC tenure; related‑party reviews found no transactions .
- Considerations: Direct share ownership is modest (400 shares), but directors hold DSUs that track share price and are retained through Board service; program guidelines target ≥5× cash retainer after three years of service .
- Shareholder signals: Company notes strong say‑on‑pay support over the last two years; the Audit Committee also oversees significant external sustainability disclosures and cybersecurity, aligning oversight with investor priorities .
RED FLAGS: None apparent from disclosures. No related‑party transactions, no hedging/pledging, no overboarding, and independence affirmed .
Positive signal: Elevation to Audit Chair and “financial expert” status; comprehensive risk and disclosure oversight mandate aligns with best practices for a large‑cap consumer staples issuer .