David Weinberg
COCA COLAAbout David B. Weinberg
David B. Weinberg (age 73) is Lead Independent Director of The Coca-Cola Company and has served on KO’s Board since 2015. He brings deep strategic, financial, and risk oversight expertise from leading Judd Enterprises and early‑stage technology investments, and is designated an Audit Committee financial expert. He currently serves on the Audit, Corporate Governance & Sustainability, and Executive Committees, and has been Lead Independent Director since 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Mayer, Brown & Platt (now Mayer Brown) | Partner, corporate, securities, investment management | 1989–1996 | Structured cross‑border investment transactions; broad regulatory and transactional advisory experience |
| Brookings Institution | Trustee | 8 years (prior) | Governance thought leadership; global policy exposure |
External Roles
| Organization | Role | Tenure | Focus/Impact |
|---|---|---|---|
| Judd Enterprises, Inc. | Chairman & CEO | Since 1996 | Oversees substantial assets across asset classes; strategic and financial oversight |
| Digital Bandwidth LLC | President | Since 1996 | Early-stage tech investing (wireless, speech recognition, cybersecurity, RFID) |
| Northwestern University (Board of Trustees) | Investment Committee member | Current | Oversees substantial exposure including emerging markets; investment governance |
| Council on Foreign Relations | Member | Current | Geopolitical perspective |
| Harvard Kennedy School Belfer Center (International Council) | Member | Current | Global governance and risk perspective |
Board Governance
- Independence: The Board determined Weinberg is independent under NYSE and KO standards .
- Lead Independent Director: Appointed in 2024; authority includes approving agendas/materials, presiding executive sessions, leading CEO/Chair evaluations, succession involvement, and serving as investor point of contact, enhancing checks on combined Chair/CEO structure .
- Committee assignments and expertise:
- Audit Committee member; designated Audit Committee financial expert in 2024 .
- Corporate Governance & Sustainability Committee member .
- Executive Committee member (added August 1, 2024) .
- Attendance: Board held 5 meetings and committees 25 in 2024; overall attendance ~98%, and each Director attended ≥75% of aggregate meetings while serving .
Fixed Compensation
| Component (2024) | Amount ($) | Notes |
|---|---|---|
| Cash fees | 120,000 | Base annual cash fee is $90,000; Weinberg received prorated additional fees for partial‑year service as Audit Chair ($18,000) and as Lead Independent Director ($12,000) |
| Equity retainer (deferred share units) | 200,000 | Annual Director equity retainer credited in DSUs under Directors’ Plan; set at $200,000 |
| Non‑equity incentive plan comp | 0 | Directors do not receive performance cash incentives |
| Option awards | 0 | No stock options granted to Directors |
| Deferred comp earnings | 0 | |
| All other compensation | 1,994 | Includes perquisites (products/gifts/limited aircraft spousal travel) and matching gifts/insurance as applicable |
| Total | 321,994 |
Cash Fee Breakdown (2024)
| Cash Fee Element | Amount ($) |
|---|---|
| Base annual cash fee | 90,000 |
| Prorated Audit Chair fee | 18,000 |
| Prorated Lead Independent Director fee | 12,000 |
| Total cash fees | 120,000 |
Program Design (Directors’ Plan)
- Additional annual fees: Lead Independent Director ($30,000), Audit Chair ($30,000), Talent & Compensation Chair ($25,000), other committee chairs ($20,000) .
- No meeting fees; DSUs have dividend equivalents and are paid in cash post‑service; Directors may defer cash retainer into share units; stock holding requirements effectively ≥5x cash retainer after three years .
- 2024 elective deferral: Weinberg deferred cash compensation into 1,968 share units on April 1, 2024 pricing basis .
Performance Compensation
| Metric (Directors) | 2024 Result |
|---|---|
| Non‑Equity Incentive Plan Compensation ($) | 0 |
| Option Awards ($) | 0 |
KO does not use performance‑conditioned pay for non‑employee Directors; pay comprises fixed cash + DSUs with long‑term holding until post‑Board service, aligning Director interests with shareowners .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None |
| Prior public company boards (past five years) | None |
| Related party or interlock exposure | None of the “related person transactions” (> $120k) since Jan 1, 2024; CG&S Committee administers policy; none proposed |
Expertise & Qualifications
- Strategic/financial oversight: Leads a private investment office managing diverse asset classes; significant financial statement review experience as investor/securities lawyer .
- Audit/financial expert: Designated Audit Committee financial expert; deep risk oversight experience .
- International/cross‑border investments: Oversight of international investments; structured cross‑border transactions; emerging markets exposure via Northwestern University investments .
- Governance leadership: Former trustee at Brookings; active in CFR/Belfer Center, supporting governance and geopolitical insight .
Equity Ownership
| Ownership Item | Amount |
|---|---|
| Beneficially owned KO shares | 9,283,373 (less than 1% of outstanding) |
| DSUs outstanding (12/31/2024) | 66,904 |
| 2024 elective deferral share units | 1,968 |
| Pledging/hedging | Prohibited for Directors under KO’s Insider Trading Policy; also no short sales |
Ownership breakdown includes shares held across family members, family trusts, limited partnerships, and foundations where Weinberg has dispositive or investment control, reinforcing alignment but governed by KO’s independence and related‑party policies .
Governance Assessment
- Board effectiveness: Weinberg’s role as Lead Independent Director centralizes independent oversight of agendas, materials, executive sessions, CEO/Chair evaluations, and succession, strengthening checks on combined Chair/CEO structure .
- Financial rigor: Audit Committee financial expert designation and committee service indicate robust financial control, ERM, cybersecurity, quality/food safety, and compliance oversight .
- Independence & conflicts: Board affirmed independence; CG&S policy found no related person transactions; KO prohibits pledging/hedging of company stock by Directors, reducing alignment risks .
- Attendance/engagement: High overall attendance (~98%) and ≥75% threshold met by each Director; Weinberg served partially as Audit Chair in 2024 (before succession to Millhiser), then as Lead Independent Director, signaling active engagement and orderly committee succession .
- Compensation alignment: No performance cash/options for Directors; fixed cash + DSUs paid post‑service, long‑term alignment; strong say‑on‑pay results noted for executives in recent years, indicating investor confidence in KO’s compensation governance framework .
- Watch items (not material red flags per disclosure):
- Personal aircraft spousal travel occurred (minimal incremental cost, no tax gross‑up); total Director personal/spousal aircraft use in 2024 was $18,295; included Weinberg’s spouse travel, with income imputed and no tax reimbursement .
- Significant family‑related beneficial holdings necessitate ongoing monitoring under KO’s independence standards and related‑party policy; current determination remains independent with no material related transactions .
Overall signal: Weinberg’s governance roles, financial expertise, and independence, combined with KO’s rigorous policies (no hedging/pledging; robust related‑party review; long‑term DSU holding), support investor confidence in board oversight. Committee succession and high attendance further reinforce board effectiveness .