Caroline Tsay
COCA COLAAbout Caroline J. Tsay
Age 43. Independent Director at The Coca-Cola Company since 2018; currently serves on the Audit Committee. Former technology CEO and product executive with deep expertise in enterprise software, cloud optimization, AI/decision science, and digital go‑to‑market, plus risk oversight experience through public board service.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Compute Software, Inc. | Chief Executive Officer and Director | 2017–2022 | Built AI and decision‑sciences platform to optimize cloud resource decisions for enterprise customers |
| Hewlett Packard Enterprise (HPE) | Vice President & General Manager, Software | 2013–2016 | Created new enterprise software platform (DevOps, Cybersecurity, Big Data, App Dev); led digital marketing and specialized sales models |
| Yahoo! Inc. | Senior Director of Product Management; other product leadership roles | 2007–2013 | Led across consumer Search, E‑commerce, and Advertising businesses |
| IBM | Senior Consultant | Approx. 3 years (pre‑Yahoo) | Delivered supply‑chain solutions for retail, high tech, and travel industries |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Morningstar, Inc. (public) | Director | Since 2017 | Audit Committee member; risk oversight experience |
| Technology companies / Venture funds | Advisor; Limited Partner | Since Dec 2022 | Assesses risk as LP; advises tech companies |
| Rosetta Stone Inc. | Chair, Business Advisory Committee | Not disclosed | Additional risk oversight experience |
Board Governance
- Current KO committee assignment: Audit Committee (member; not Chair). Audit met 10 times in 2024; all members independent and financially literate; designated Audit Committee financial experts during 2024 were Amity Millhiser (Chair), David B. Weinberg, and Christopher C. Davis (Tsay not designated) .
- Independence: Board determined Tsay is independent under NYSE and KO guidelines; all nominees except the CEO are independent .
- Attendance and engagement: In 2024 the Board held 5 meetings; committees held 25; overall attendance ~98%; each Director attended ≥75% of aggregate Board and committee meetings during their service .
- Executive sessions: Non‑employee Directors meet in executive session at each regular Board meeting, chaired by the Lead Independent Director .
- Risk oversight linkage: As an Audit Committee member, scope includes oversight of financial reporting, internal controls, legal/compliance, quality & food safety, workplace/distribution safety, significant external sustainability disclosures, cybersecurity, and ERM program interfaces .
Fixed Compensation
| Component (Non‑Employee Director) | 2024 Amount (USD) | Notes |
|---|---|---|
| Annual cash retainer | $90,000 | Fees earned/paid in cash for 2024 |
| Equity retainer (Deferred Share Units) | $200,000 | DSUs credited annually (on/around April 1) and paid in cash after leaving the Board; DSUs accrue dividend equivalents; no meeting fees; non‑chair committee service has no extra pay |
| Committee Chair fees | $0 | Not applicable (not a chair); chair fees are $30k (Audit), $25k (Talent & Compensation), $20k (other committees) |
| All Other Compensation | $6,312 | Includes Company matching gifts ($4,130) and perquisites such as Company products and Director gifts (participated in products program) |
| Total 2024 Compensation | $296,312 | Sum of components above |
Program structure: Director compensation provided under The Coca‑Cola Company Directors’ Plan; no fees for meeting attendance; cash retainers may be deferred into share units; DSUs are paid only after Board service ends, promoting long‑term alignment .
Performance Compensation
Non‑employee Directors do not receive performance‑based incentives (e.g., no annual bonus or PSUs with performance metrics). Annual director equity is delivered as deferred share units without performance conditions and settles in cash post‑service .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlocks/Counterparty Notes |
|---|---|---|---|
| Morningstar, Inc. | Director (since 2017) | Audit Committee | No KO‑disclosed related‑party transactions or conflicts involving Tsay; Board affirmed her independence |
Expertise & Qualifications
- High‑level strategic and financial experience (P&L leadership as CEO; enterprise software growth at HPE) .
- Senior leadership/CEO experience (Compute Software CEO; HPE VP/GM) .
- Innovation/digital/technology (cloud optimization, AI/decision‑science platform; enterprise software; Yahoo consumer platforms) .
- Marketing/go‑to‑market (digital customer engagement and specialized sales models at HPE; Yahoo consumer products) .
- Risk oversight/management (Audit Committee service at KO and Morningstar; advisory/LP roles) .
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Shares beneficially owned (as of Mar 3, 2025) | 1,104 | Held via a living trust where Tsay is sole trustee; “*” indicates <1% of outstanding |
| Deferred Share Units outstanding (as of Dec 31, 2024) | 30,271 | DSUs under Directors’ Plan; settle in cash post‑service and are not counted as outstanding shares |
| Hedging/short sales/pledging | Prohibited | KO Insider Trading Policy prohibits Directors from hedging, shorting, or pledging Company stock |
| Ownership guidelines | ≥5x annual cash retainer after ~3 years | DSUs not paid until after service; structure results in at least 5x cash retainer after ~3 years for all Directors |
Governance Assessment
- Board effectiveness: Active Audit Committee role in financial reporting, cybersecurity, quality/safety, and ERM oversight aligns Tsay’s technology and risk background with KO’s key risk domains—constructive for investor confidence .
- Independence and conflicts: Board affirmed independence; no related person transactions involving Tsay since Jan 1, 2024; robust related‑party review policy administered by the Governance & Sustainability Committee .
- Alignment and incentives: Director pay mix emphasizes equity via DSUs deferred until after service; no meeting fees; stock ownership/retention structure promotes long‑term alignment; hedging/pledging prohibited .
- Attendance and engagement: Strong overall Board/committee attendance (~98%) with each Director ≥75%; regular executive sessions enhance independent oversight .
- Watch items: Not designated an “Audit Committee financial expert” (committee has three designated experts), but Tsay adds differentiated digital/AI and cloud expertise valuable for audit/cyber oversight .
RED FLAGS: None disclosed. No pledging/hedging; no related‑party transactions; no director‑specific attendance or compensation anomalies reported for Tsay .