Maria Elena Lagomasino
COCA COLAAbout Maria Elena Lagomasino
Maria Elena Lagomasino is 75 and has served as an independent director of The Coca-Cola Company since 2008. She currently sits on the Talent and Compensation Committee and the Corporate Governance and Sustainability Committee. Her background spans over 40 years in wealth management and private banking, including CEO roles at WE Family Offices and J.P. Morgan Private Bank, with extensive Latin America experience and fiduciary leadership credentials .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| J.P. Morgan Private Bank | Chairman & CEO | 2001–2005 | Led global private banking; regulatory exposure in Latin America |
| The Chase Manhattan Bank | Managing Director, Global Private Banking; VP Private Banking Latin America; Head of Private Banking Western Hemisphere | 1983–2001 | Built international private banking capabilities; Latin America focus |
| GenSpring Family Offices (SunTrust affiliate) | Chief Executive Officer | 2005–2012 | Oversaw wealth management for HNW families |
| The Coca-Cola Company | Director (prior service) | 2003–2006 | Prior KO board experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| WE Family Offices | CEO & Managing Partner | Since Mar 2013 | Global family office serving HNW families |
| The Walt Disney Company | Director (Public Company) | Since 2015 | Current public board service |
| Institute for the Fiduciary Standard | Founding Member | Since 2011 | Research/advocacy for fiduciary standards |
| Americas Society; Cuba Study Group | Former Board Member | N/A | Geopolitical exposure |
| National Geographic Society | Former Trustee | N/A | Non-profit governance |
| Council on Foreign Relations | Member | N/A | Policy and global affairs network |
Board Governance
- Independence: KO classifies Lagomasino as independent under NYSE and KO guidelines; all members of Audit, Talent & Compensation, and Corporate Governance committees meet enhanced independence standards .
- Committee assignments (2024): Talent & Compensation; Corporate Governance & Sustainability; she served part of 2024 as Lead Independent Director and as Chair of Corporate Governance & Sustainability prior to August 1, 2024 (chairs refreshed mid-year) .
- Attendance: Board held five meetings and committees held 25; overall attendance ~98%; all directors attended ≥75% of meetings during their service period in 2024 .
- Board refreshment: In 2024, KO appointed four new committee chairs and a new Lead Independent Director; periodic rotation emphasized .
- Age policy: Directors reaching age 74 submit resignation letters annually; directors who reach 76 after proxy filing are generally not nominated absent Board waiver. The Governance Committee reviewed 74+ nominees and recommended reelection based on qualifications .
- Lead Independent Director framework: Robust, clearly defined responsibilities (agenda/material approvals, CEO evaluation, executive sessions, stakeholder liaison), preserving independence under combined Chair/CEO structure .
- Shareowner engagement: KO conducted year-round engagement across a majority of common stock, covering governance, compensation, strategy, sustainability, and culture .
- Hedging/pledging bans: KO’s insider trading policy prohibits directors from hedging, short sales, and pledging KO stock; holding requirements apply .
- Say-on-pay signal: 2024 say‑on‑pay received ~89% support; 2024 Equity Plan and GESPP received ~96% and ~99% support, respectively—supportive of KO’s pay-for-performance posture .
- Related-party transactions: KO reports no related-person transactions >$120,000 since Jan 1, 2024; Corporate Governance & Sustainability Committee oversees related-party policy and determinations .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $90,000 | Paid quarterly; optional deferral into share units |
| Additional fees | $30,000 LID; $30,000 Audit Chair; $25,000 T&C Chair; $20,000 other chairs | Schedule of chair/LID retainers (not all apply simultaneously) |
| Lagomasino 2024 cash fees | $120,000 | Includes prorated $18,000 for partial-year Lead Independent Director; $12,000 for partial-year Corporate Governance & Sustainability Chair |
| Annual equity retainer (deferred share units) | $200,000 | Granted as share units credited April 1; dividends reinvested; paid in cash after board service |
| Meeting fees | $0 | KO pays no meeting fees; reimburses reasonable expenses |
| All other compensation (Lagomasino) | $14,256 | Matching gifts, insurance, product gifts, aircraft spousal usage nominal amounts; program details disclosed |
| 2024 total (Lagomasino) | $334,256 | Sum of cash, equity grant-date value, other compensation |
No changes to the Director compensation program since 2020; emphasis on equity, long-term focus, and stock holding requirements (≥5x cash retainer after 3 years) .
Performance Compensation
| Element | Metrics | Vesting/Terms | 2024 Grant |
|---|---|---|---|
| Director equity retainer (deferred share units) | None (non‑performance based) | Held as share units; paid in cash post‑service; dividends reinvested | $200,000 grant‑date fair value |
KO does not use performance-based equity or options for non-employee directors; there are no TSR, revenue, or ESG performance metrics tied to director pay .
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Exposure |
|---|---|---|
| The Walt Disney Company | Director | KO highlighted partnership with Marvel in 2024 marketing; Marvel is Disney-owned, indicating a potential information-flow interlock. No related-person transaction was disclosed, and Lagomasino is not an executive officer at Disney . |
Expertise & Qualifications
- Strategic/financial: 40+ years in wealth management/private banking; CEO experience at WE Family Offices, GenSpring, and J.P. Morgan Private Bank .
- International/Latin America: Led private banking operations across Latin America and global private banking for Chase/J.P. Morgan .
- Governance and fiduciary: Founding member, Institute for the Fiduciary Standard; service on non-profit boards and CFR membership .
- KO familiarity: Prior KO board service (2003–2006) in addition to current tenure since 2008 .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Deferred Share Units Outstanding | 2024 Cash Deferral into Share Units |
|---|---|---|---|---|
| Maria Elena Lagomasino | 23,631 | <1% (asterisk per KO table) | 115,775 | 1,968 units from elective cash deferral |
- Stock ownership guidelines: Directors hold annual equity retainers until after service; after ~3 years, all directors maintain equity levels ≥5x annual cash retainer .
- Hedging/pledging: Prohibited for directors under KO insider trading policy .
Governance Assessment
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Strengths
- Deep financial and international expertise aligns with KO’s governance needs and risk oversight demands; active on Talent & Compensation and Corporate Governance committees .
- Alignment mechanisms: material equity in deferred share units, strict stock holding requirements, and prohibition on hedging/pledging support investor alignment .
- Board refreshment and LID framework: independent, robust LID responsibilities; periodic chair/LID rotation enhances board effectiveness .
- Attendance/engagement: strong overall board/committee attendance and proactive shareowner engagement; say-on-pay support indicates investor confidence in pay governance .
-
Watch items / potential conflicts
- Dual board service at Disney while KO engages in marketing partnerships with Marvel (Disney-owned). No related-person transactions were reported, and categorical independence standards deem non-executive directorships immaterial, but interlocks warrant routine monitoring for conflicts and information flow .
- Age policy proximity: At 75, continued renomination requires annual board consideration under KO’s age policy; the Governance Committee reviewed and recommended 74+ nominees for reelection based on skills and performance, but future nominations may require waivers after 76 post-filing .
Overall, disclosed independence, committee engagement, alignment-focused director pay structure, and KO’s governance practices (clawbacks, ownership guidelines, and insider policy) support board effectiveness and investor confidence. The Disney linkage and age-policy dynamics should be monitored, but current disclosures show no material conflicts or related-person transactions .