Christopher Davis
About Christopher C. Davis
Independent director of The Coca‑Cola Company since 2018; age 59. Chair of the Finance Committee and a member of the Audit and Executive Committees. Chairman of Davis Selected Advisers, L.P. (Davis Advisors), an independent investment manager overseeing ~$23 billion AUM; portfolio manager since 1995. Designated by KO’s Board as an Audit Committee financial expert.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Davis Selected Advisers, L.P. (Davis Advisors) | Chairman; Portfolio Manager (Davis New York Venture Fund, Selected American Shares) | Chairman since 1997; PM since 1995 | Leads research/PM across large-cap value mandates; extensive risk oversight through multiple market cycles; Davis Advisors oversees ~$23B AUM across ETFs, mutual funds, variable annuities, SMAs. |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Berkshire Hathaway Inc. | Director | Since 2021 | Audit Committee member. Berkshire is a 9.29% KO shareholder, creating a governance-relevant interlock. |
| Graham Holdings Company | Director; Lead Independent Director | Director since 2006 | Audit Committee member; shared directorship with KO director Thomas S. Gayner (interlock). |
| Selected Funds (2 portfolios) | Director/Trustee (’40 Act funds) | Since 1998 | Registered investment company boards advised by Davis Advisors. |
| Davis Funds (13 portfolios) | Director/Trustee (’40 Act funds) | Since 1997 | Registered investment company boards advised by Davis Advisors. |
| Clipper Funds Trust (1 portfolio) | Trustee (’40 Act fund) | Since 2014 | Registered investment company board advised by Davis Advisors. |
Board Governance
- Committee assignments: Finance (Chair); Audit (member); Executive (member). In 2024: Finance Committee met 5x; Audit Committee met 10x; Executive Committee met 0x. Overall 2024 Board/committee attendance was ~98%, and each director attended ≥75% of meetings.
- Independence: Board affirmatively determined Christopher C. Davis is independent under NYSE and KO guidelines; all Audit and Talent & Compensation Committee members meet enhanced independence standards.
- Financial expertise: Board designated Davis an “Audit Committee financial expert” during 2024.
- Executive sessions and leadership: Non‑employee directors meet in regular executive sessions led by the Lead Independent Director; KO maintains robust board evaluation and refreshment practices.
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $98,000 | Includes base director cash retainer and a prorated Finance Chair fee (program chair fee level $20,000; 2024 prorated $8,000 for Davis). |
| Stock Awards (Deferred Share Units) | $200,000 | Annual equity retainer credited in deferred share units (DSUs) each April; no meeting fees. |
| All Other Compensation | $11,118 | Charitable match/programs, insurance, company products, and incidental gifts/aircraft use (if any). Davis participated in the products program. |
| Total | $309,118 | Sum of components above. |
Program structure (for context):
- Annual cash retainer: $90,000; Committee Chair fees: Audit $30,000; Talent & Comp $25,000; other committees $20,000; Lead Independent Director $30,000. No meeting fees.
- Equity retainer: $200,000 in DSUs, paid in cash after board service ends; directors may elect to defer cash retainers into DSUs.
Performance Compensation
| Performance-Linked Component | Metrics | Vesting/Notes |
|---|---|---|
| None for non‑employee directors | N/A | KO directors do not receive performance‑conditioned bonuses or PSUs; equity is an annual DSU retainer aligned to share price, settled post‑service. |
Other Directorships & Interlocks
| Counterparty | Nature | Relevance/Risk Consideration |
|---|---|---|
| Berkshire Hathaway Inc. | Davis is a director; Berkshire owns 9.29% of KO | Significant investor interlock; may enhance alignment/perspective but can raise perceived influence dynamics. KO nevertheless determined Davis is independent. |
| Graham Holdings Company | Davis director/lead independent director; KO director Thomas S. Gayner also a director | Shared external board (“interlock”) with another KO director; independence determinations and overboarding limits apply. |
| Davis‑advised registered funds | Davis serves on multiple fund boards advised by Davis Advisors | Not a KO conflict per se; KO reports no related‑person transactions since Jan 1, 2024. |
Expertise & Qualifications
- Strategic/financial and risk oversight: 30+ years in investment management and securities research; extensive evaluation of strategic investments and transactions; Audit Committee roles at Berkshire and Graham.
- Capital allocation/markets: Chairman of Davis Advisors; portfolio manager for flagship large‑cap value strategies.
- Audit/controls: Designated KO Audit Committee financial expert; active Audit Committee member.
- International exposure: Leads global research and investing, pursuing opportunities in developed and developing markets.
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Shares Beneficially Owned | 20,000 | Direct ownership; excludes DSUs. |
| Deferred Share Units Outstanding | 40,139 | DSUs under Directors’ Plan; settled in cash after board service. |
| Ownership as % of Shares Outstanding | <1% | Each director’s stake is under 1% of KO shares. |
| 2024 Cash Retainer Deferred into DSUs | 1,607 units | Davis elected to defer cash retainer portion into DSUs. |
| Hedging/Pledging | Prohibited | KO policy prohibits directors from hedging/shorting/pledging KO shares. |
| Director Stock Ownership/Retention | Hold DSUs until after service; ≥5x cash retainer after 3 years | Structure enforces long‑term alignment via mandatory deferral and effective ownership multiple. |
Governance Assessment
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Positives
- Finance Committee Chair with direct oversight of dividends, capital structure, M&A, derivatives policy; adds deep capital allocation expertise to KO’s board.
- Audit Committee member and financial expert designation strengthen financial reporting, ERM, and cybersecurity oversight capabilities.
- Strong alignment mechanisms: all‑DSU equity retainer, mandatory post‑service payout, hedging/pledging ban, and ownership/retention structure.
- Independence affirmed; no related‑person transactions for directors since Jan 1, 2024.
- Board/committee attendance robust at the aggregate level (~98% overall; each director ≥75%).
-
Watch items / potential conflicts
- Berkshire interlock: Davis sits on Berkshire’s board while Berkshire owns 9.29% of KO; independence is affirmed, but investors often monitor influence/perceived alignment and information flow.
- External interlock with KO director Gayner at Graham Holdings; monitor for any cross‑board influence, though KO’s independence and overboarding policies are in place.
-
Compensation/engagement signals
- Director pay program unchanged since 2020; mix emphasizes equity DSUs and eschews meeting fees, supporting alignment without encouraging short‑termism.
- Prorated chair fees reflect 2024 committee refresh; Davis received $98k cash and $200k DSUs, plus $11,118 other comp; also elected to defer cash into DSUs (1,607 units).
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Policy safeguards
- KO maintains a clawback policy for incentive comp, robust insider trading policy (hedging/pledging ban), and majority voting with resignation policy; annual board/committee evaluations.