Ana Botín
COCA COLAAbout Ana Botín
Ana Patricia Botín (age 64) has served as an independent Director of The Coca‑Cola Company since 2013. She is Executive Chair of Banco Santander, S.A. (since September 2014), and brings over 40 years of global banking experience with deep expertise in strategy, risk, regulation, and international markets. At Coca‑Cola, she serves on the Corporate Governance & Sustainability Committee and the Finance Committee; the Board affirms her independence under NYSE rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| J.P. Morgan | Banking roles (New York) | 1981–1988 | Early career in investment banking |
| Banco Español de Crédito, S.A. (Santander subsidiary) | Executive Chair | 2002–2010 | Led retail/commercial banking activities; significant risk oversight |
| Santander UK plc | Chief Executive Officer | Dec 2010–Sep 2014 | Led UK retail/commercial bank; regulatory and operational leadership |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| Banco Santander, S.A. | Executive Chair; Director | Exec Chair since 2014; Director since 1989 | Global retail/commercial bank |
| Santander Holdings USA, Inc. (wholly owned subsidiary) | Director | 2019 | U.S. subsidiary board |
| Institute of International Finance | Board member (since 2015); Chair | Chair since Jan 2023 | Global industry association |
| European Banking Federation | President | 2021–Feb 2023 | EU banking policy leadership |
| World Business Council for Sustainable Development | Vice Chair, Executive Committee | 2020–2022 | Sustainability leadership |
| Open Bank, S.A. | Chair | Since May 2023 | One of Europe’s largest digital banks |
| Open Digital Services, S.L. | Chair | Since May 2023 | Cloud software for financial industry |
| PagoNxt, S.L. | Chair | Since 2020 | Global payments businesses |
| Assicurazioni Generali S.p.A. | Director | 2004–2011 | Insurance industry board experience |
Board Governance
| Topic | Detail |
|---|---|
| KO Committees | Corporate Governance & Sustainability; Finance (not Chair of either) |
| Committee activity (2024) | CG&S: 6 meetings (incl. 1 joint with Audit); all members independent. Finance: 5 meetings; all members independent |
| Independence | Board determined Botín is independent; reviewed banking relationships and found no material relationship |
| Related‑party/Interlocks | KO maintains ordinary‑course banking/investment activities with Banco Santander (time deposits, fees/underwriting); amounts <1% of Santander revenues and part of diversified cash management. Independence preserved |
| Attendance | In 2024, Board held 5 meetings and committees held 25; overall attendance ~98%. Each Director attended ≥75% of aggregate meetings during their service period |
| Overboarding policy | Max 4 public boards (or 3 if an active public‑company executive); exceptions rare. Evaluated case‑by‑case by CG&S Committee |
| Hedging/pledging policy | Directors are prohibited from hedging, short sales, and pledging of Company securities; no tax gross‑ups for such activities |
| Related person transactions | No transactions since Jan 1, 2024 in which any Related Person had a direct/indirect material interest >$120,000 |
Fixed Compensation (KO Director Pay – 2024)
| Component | Amount |
|---|---|
| Annual cash retainer | $90,000 |
| Committee membership fees | $0 (no extra pay for membership) |
| Committee chair fees | $0 (not a chair) |
| Meeting fees | $0 (no meeting fees) |
| All Other Compensation | $1,054 (matching gifts, insurance, product, limited aircraft use program; amounts vary by director) |
Notes on program design:
- Director pay delivered under Directors’ Plan; cash paid quarterly; optional cash deferral into share units .
- Director fees unchanged since 2020 .
Performance Compensation (KO Director Equity – 2024)
| Element | Design | Amount/Mechanics |
|---|---|---|
| Annual equity retainer | Deferred share units (DSUs) | $200,000 annual equity, credited as DSUs on/around April 1; DSUs mirror stock price; paid in cash after Board service; dividends credited as additional units; no voting rights |
| Performance metrics | None for Directors | Value aligned to KO stock price; no performance conditions |
2024 individual equity values:
- Stock awards (grant-date fair value): $200,000 .
Other Directorships & Interlocks
| Company/Entity | Public? | Role/Committee | Interlock/Transaction Consideration |
|---|---|---|---|
| Banco Santander, S.A. | Public | Executive Chair; Director | KO’s deposits/fees/underwriting with Santander deemed immaterial by KO Board; independence intact |
| Santander Holdings USA, Inc. | Private (subsidiary) | Director | Subsidiary of Banco Santander; no material KO conflict disclosed |
| Assicurazioni Generali S.p.A. (past) | Public | Director (2004–2011) | Historical; no current KO conflicts |
Expertise & Qualifications
- Strategic/financial expertise: 40+ years in investment and commercial banking; macroeconomic perspective .
- Senior leadership: Executive Chair of a global financial institution; former CEO of Santander UK .
- International exposure: Europe, North America, Latin America, Asia; leadership across digital banking and payments .
- Regulatory/geopolitical expertise: Led banking industry bodies (EBF, IIF) and sustainability councils; deep knowledge of global regulatory frameworks .
- Risk oversight: Extensive risk management from banking roles and as Chair of Open Bank, Open Digital Services, and PagoNxt .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (KO common) | 2,500 shares (held via a Spanish limited company of which she and her husband are indirect beneficial owners) |
| Deferred share units (outstanding) | 74,472 DSUs as of 12/31/2024 (settled in cash post‑service) |
| 2024 elective deferral (cash → DSUs) | 1,107 DSUs from 2024 cash fee deferral |
| Ownership as % of shares outstanding | Less than 1% (Company footnote; DSUs not included as outstanding shares) |
| Hedging/pledging | Company policy prohibits hedging and pledging by Directors |
| Director stock ownership framework | DSUs paid only after leaving Board; after ~3 years, all Directors effectively hold ≥5x the annual cash retainer through deferred equity |
Recent insider transactions:
- Not disclosed in the DEF 14A; Form 4 filings (if any) are outside the proxy statement’s scope .
Governance Assessment
Strengths
- Deep risk, regulatory, and global banking expertise directly relevant to KO’s Finance and Corporate Governance & Sustainability committee mandates .
- Independence affirmed after specific review of KO’s ordinary‑course banking relationship with Banco Santander; transactions deemed immaterial under categorical standards .
- Strong ownership alignment via substantial outstanding deferred share units; director compensation emphasizes long‑term equity and deferral to post‑service .
- Robust Board process on risk oversight, sustainability, and human capital; high attendance across Board/committees in 2024 .
Watch items
- External commitments are significant (Executive Chair of Santander; leadership roles across digital banking/payment subsidiaries). KO’s overboarding policy and annual independence/conflict reviews partially mitigate this risk .
- Banking interlock risk: while currently immaterial, continued monitoring of KO’s exposure to Santander and related services remains prudent .
DIRECTOR COMPENSATION DETAIL (Reference)
- 2024: Fees Earned/Paid in Cash $90,000; Stock Awards $200,000; All Other Compensation $1,054; Total $291,054 .