Carolyn Everson
COCA COLAAbout Carolyn Everson
Carolyn Everson, age 53, has served as an independent director of The Coca‑Cola Company since 2022. She is Chair of the Talent and Compensation Committee and a member of the Finance Committee; her chair appointment and Finance Committee membership became effective August 1, 2024 . Everson’s background spans senior leadership roles in global marketing, media, and technology, including Meta (Facebook), Microsoft, MTV Networks, Instacart, and advisory roles with Permira and BCG .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Permira | Senior Advisor | Since Jan 2023 | Advises across tech, consumer, healthcare, services; risk oversight perspective from private equity |
| Boston Consulting Group | Senior Advisor | Since Sep 2023 | Senior advisor in TMT practice; innovation/digital insights |
| Instacart | President | Sep–Dec 2021 | Led Retail, Business Development, Advertising businesses |
| Meta Platforms (Facebook) | VP, Global Business Solutions | 2011–2021 | Oversaw global agency and top marketer relationships; media strategy, advertising sales; led Creative Shop |
| Microsoft | VP, Global Advertising Sales, Strategy & Marketing | 2010–2011 | Led advertising across Bing, MSN, Windows Live, Mobile, Gaming Atlas, Microsoft Media Network |
| MTV Networks | EVP & COO, U.S. Ad Sales | 2004–2010 | Oversaw strategic planning, operations, finance for U.S. Ad Sales |
| Primedia | VP & GM (digital businesses) | 2001–2003 | Digital operating leadership |
External Roles
| Organization | Position | Since | Committee/Notes |
|---|---|---|---|
| The Walt Disney Company | Director | 2022 | Not specified in KO proxy |
| Under Armour, Inc. | Director | 2023 | Serves on Under Armour’s Audit Committee |
| Squarespace, Inc. | Director | Not dated in KO proxy | Board service noted in bio |
| Unitary Ltd. (U.K.) | Director | Not dated in KO proxy | AI content understanding; governance/tech expertise |
| Viam, Inc. | Director | Not dated in KO proxy | AI/data/cloud engineering platform |
Board Governance
- Independence: The Board affirmed Everson’s independence under NYSE and KO guidelines; 10 of 11 nominees were independent, excluding the CEO .
- Committees: Talent & Compensation (Chair); Finance (member) .
- Attendance: In 2024 the Board held 5 meetings and committees held 25; overall attendance was ~98%, and each Director attended at least 75% of applicable meetings .
- Lead Independent Director: David B. Weinberg (since 2024), with robust duties including executive sessions each regularly scheduled Board meeting .
- Governance practices: Annual director elections with majority voting, executive sessions of non‑employee directors, clawback policy, prohibitions on hedging/short sales/pledging for directors, proxy access, and stock ownership/holding requirements for directors .
Fixed Compensation
| Component (2024) | Amount ($) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | 100,000 | Includes prorated $10,000 for partial-year service as Talent & Compensation Chair |
| Stock Awards (Deferred Share Units) | 200,000 | Annual equity retainer credited in deferred share units; paid in cash after leaving Board |
| All Other Compensation | 21,719 | Includes participation in matching gifts ($15,000) and spousal aircraft travel occurred in 2024 (amounts for individuals not itemized) |
| Total | 321,719 | — |
Program features:
- Annual cash retainer $90,000; committee chair fees: $25,000 for Talent & Compensation Chair; no meeting fees; directors reimbursed for reasonable expenses .
- Equity retainer $200,000 in deferred share units; DSUs accrue hypothetical dividends; paid out in cash post‑service (lump sum or up to five annual installments) .
- Ownership/holding: Directors hold annual equity retainers until after retirement; after three years, all directors maintain equity ownership of at least five times the annual cash retainer .
Performance Compensation
Everson, as Talent & Compensation Committee Chair, oversees KO’s executive incentive design (not her own director pay). For 2025 the Committee set:
| Program | Metric | Weight | Notes |
|---|---|---|---|
| Annual Incentive (AIP) | Net Operating Revenue Growth | 50% | Organic revenue (non‑GAAP) growth; equally weighted with operating income growth |
| Annual Incentive (AIP) | Operating Income Growth | 50% | Comparable currency neutral OI (non‑GAAP) growth |
| PSU 2025–2027 | Net Operating Revenue Growth | 33.3% | Equal weighting across three financial metrics |
| PSU 2025–2027 | EPS Growth | 33.3% | — |
| PSU 2025–2027 | Free Cash Flow | 33.3% | — |
| PSU 2025–2027 | TSR Modifier | ± (modifier) | Adjusts payout based on relative TSR vs predefined comparator group |
2024 incentive context (for executives): Business Performance Factor used net operating revenue growth and operating income growth; company results reached 190% of target (Net rev +12% at 200% payout; OI +18% at 200%; inclusion components achieved at 100%) .
Other Directorships & Interlocks
- Public boards: Disney; Under Armour (Audit Committee); Squarespace .
- Overboarding: KO guideline limits service to ≤4 public company boards (including KO). Everson’s public board service (KO, Disney, Under Armour, Squarespace) is within guideline; exceptions may be granted sparingly by the Governance Committee .
- Related-party transactions: None for Related Persons since January 1, 2024 above $120,000; the Board’s Corporate Governance and Sustainability Committee administers a robust related‑party policy .
Expertise & Qualifications
- Marketing leadership across tech/media; deep understanding of brand, advertising, and consumer engagement; senior operator roles at Meta, Microsoft, MTV Networks, Instacart .
- Innovation/digital/technology: Led global marketer relations at Meta; oversight of creative guidance, mobile marketing; director roles at AI/data companies (Unitary, Viam); Squarespace board service .
- Risk oversight/management: Senior advisor at Permira; audit committee service at Under Armour; manages risk tradeoffs in incentive design as T&C Chair .
- International exposure: Global teams, agencies, partnerships; CFR member; Aspen Institute Henry Crown Fellow .
Equity Ownership
| Ownership Element | Amount | Notes |
|---|---|---|
| Shares Beneficially Owned (as of Mar 3, 2025) | 1,582 | Does not include DSUs settled in cash |
| Deferred Share Units (Outstanding as of Dec 31, 2024) | 8,874 | Directors’ Plan DSUs, paid in cash post‑service |
| Ownership as % of Shares Outstanding | Less than 1% | DSUs not counted as outstanding in % calc |
| Hedging/Short/Pledging | Prohibited for directors | Global Insider Trading Compliance Policy |
Governance Assessment
- Committee leadership and engagement: As Chair, Everson executed enhancements to incentive design for 2025 (simplified equal weighting of financial metrics; retained TSR modifier), aligning pay programs with strategy and investor expectations. Strong say‑on‑pay results over the last two years support program credibility .
- Independence and conflicts: Board affirmed Everson’s independence; no material related‑party transactions involving Everson; robust categorical standards and annual independence assessment in place .
- Attendance and effectiveness: Board/committee attendance metrics were high in 2024 (~98% overall; each Director ≥75%). Executive sessions at each regularly scheduled Board meeting and active Lead Independent Director role bolster oversight .
- Alignment and incentives: Director compensation emphasizes long‑term, equity‑linked DSUs held until post‑service; stock holding requirements and prohibitions on hedging/pledging reinforce alignment with shareholders .
- Overboarding risk: Everson’s public board count appears at the KO guideline ceiling (four including KO), but still compliant; ongoing monitoring is prudent given potential workload and committee responsibilities across boards .
RED FLAGS to monitor:
- Overboarding proximity: At guideline maximum if Squarespace is counted; watch for additional appointments or heightened committee loads .
- Perquisites optics: Spousal aircraft travel occurred in 2024 (companywide incremental cost minimal); ensure transparency and restraint to avoid perception risks .