Thomas Gayner
COCA COLAAbout Thomas S. Gayner
Thomas S. Gayner (age 63) is an independent director of The Coca-Cola Company since 2023 and serves on the Finance Committee. He is Chief Executive Officer of Markel Group Inc. (since January 2023), with prior senior roles including Co‑CEO (2016–2022), President & Chief Investment Officer (2010–2015), and Chief Investment Officer (2001–2010). His background includes prior service as a certified public accountant at PricewaterhouseCoopers LLP and Vice President at Davenport & Company LLC, with deep expertise in public company financial reporting, capital allocation, global risk oversight, and audit/finance committee leadership at Graham Holdings Company.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Markel Group Inc. | Chief Executive Officer | Jan 2023–Present | Senior leadership of global specialty insurance and investment businesses; extensive risk oversight and capital allocation experience. |
| Markel Group Inc. | Co‑Chief Executive Officer | Jan 2016–Dec 2022 | Strategy, portfolio investments, and global operations leadership. |
| Markel Group Inc. | President & Chief Investment Officer | May 2010–Dec 2015 | Led investment strategy; financial control experience. |
| Markel Group Inc. | Chief Investment Officer | Jan 2001–May 2010 | Oversaw investment portfolio and risk management. |
| PricewaterhouseCoopers LLP | Certified Public Accountant | Not disclosed | Foundation in accounting and financial controls. |
| Davenport & Company LLC | Vice President | Not disclosed | Wealth management and advisory; financial analysis. |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Markel Group Inc. | Director | 2016–Present | Public company board service. |
| Graham Holdings Company | Director | 2007–Present | Chairman of the Audit Committee; member, Finance Committee. |
| Cable One, Inc. | Director | 2015–2023 | Prior public company board. |
| Colfax Corporation | Director | 2008–2022 | Prior public company board; former Audit Committee service. |
| Davis Funds (13 portfolios) | Trustee/Director | 2004–2025 | Registered investment company boards. |
| Virginia Retirement System | Investment Advisory Committee Member | Not disclosed | Asset allocation and investment oversight. |
Board Governance
- Committee memberships: Finance Committee member; the Finance Committee met 5 times in 2024 and is fully independent (5 of 5). Primary responsibilities include oversight of dividend policy, capital expenditures, financings, major strategic investments/transactions, and risk management policies (hedging, swaps, derivatives). Chair: Christopher C. Davis.
- Independence: The Board determined Mr. Gayner is independent under NYSE and SEC standards and Company guidelines; no material relationships outside categorical standards.
- Attendance: In 2024, the Board held 5 meetings and Board committees held 25; overall attendance ~98%, and each Director attended at least 75% of aggregate Board/committee meetings during their service period.
- Tenure on KO Board: Independent director since 2023.
Fixed Compensation (KO Director Pay – 2024)
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $90,000 | Standard non‑employee director cash fee; no meeting fees. |
| Committee chair fees | $0 | Not a committee chair; chair fees are $20,000 for non‑Audit/Talent committees. |
| Lead Independent Director fee | $0 | Only applicable to the Lead Independent Director. |
| Annual equity retainer (deferred share units) | $200,000 | Credited as share units; paid in cash post‑Board service; hypothetical dividends reinvested. |
| Elective deferral of cash into share units | 1,476 units | 2024 elective deferral into units; units priced using average high/low on April 1, 2024. |
| All other compensation | $4,279 | Includes matching gifts, insurance premiums, perquisites (e.g., company products, gifts, limited aircraft use). |
| Total 2024 compensation | $294,279 | Sum of cash, equity grant date fair value, and other comp; no options or non‑equity incentive pay. |
Director program features: No meeting fees; Directors may defer cash retainers; equity retainer is fully deferred until after Board service ends; no changes to Director compensation program since 2020.
Performance Compensation
| Metric | 2024 Status | Notes |
|---|---|---|
| Non‑Equity Incentive Compensation | $0 | No performance cash incentive for non‑employee directors. |
| Option Awards | $0 | No options granted to non‑employee directors. |
| Performance‑linked metrics (e.g., TSR, EBITDA) | Not applicable | KO’s non‑employee director pay is fixed cash + deferred equity units; no PSUs/metrics disclosed for directors. |
Other Directorships & Interlocks
| Relationship | Description | Materiality/Board View |
|---|---|---|
| Markel Group Inc. (Supplier) | KO purchases insurance coverage from Markel, where Gayner is CEO and a Director. | Board determined immaterial: amount paid by KO for insurance < $1 million; relationship predates Gayner’s KO service; ordinary course insurance coverage. |
| Graham Holdings Company | Audit Chair/Finance Committee member at GHC; not a KO interlock. | Governance expertise supports KO Finance oversight; no KO transactional relationship disclosed. |
Expertise & Qualifications
- High‑level strategic and financial experience in public company reporting, accounting, controls, and capital allocation from Markel leadership since 1990; prior CPA and advisory roles.
- Senior leadership/CEO experience with global operations and investment management; risk oversight across specialty insurance underwriting.
- Audit/Finance Committee leadership at Graham Holdings; prior Audit Committee service at Colfax; Investment Advisory Committee role for Virginia Retirement System.
- International exposure through global underwriting and investment activities.
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Beneficially owned KO shares | 5,200 | Direct/indirect beneficial ownership as of March 3, 2025; excludes director share units. |
| Deferred share units outstanding | 6,925 | As of December 31, 2024; settled in cash post‑Board service. |
| Elective deferral units (2024) | 1,476 | Portion of 2024 cash deferred into share units. |
| Ownership as % of shares outstanding | Not disclosed | Proxy table presents beneficial shares; percent not specified for individual directors. |
| Pledged shares | Not disclosed | No pledging disclosure specific to Gayner. |
| Stock ownership requirements | Implied 5× cash retainer after 3 years | Directors hold annual equity retainers until post‑service; after 3 years, equity ownership level at least 5× annual cash retainer. |
| Compliance status vs guidelines | Not disclosed | No individual compliance status disclosed. |
Governance Assessment
- Board effectiveness: Finance Committee service aligns with Gayner’s capital allocation and risk expertise; committee oversight covers dividends, capex, financings, and derivative risk management—areas material to KO’s capital discipline and shareholder returns.
- Independence and attendance: Formally independent; Board‑wide attendance ~98% in 2024 and all directors met the 75% threshold—supports engagement and oversight quality.
- Compensation and alignment: Balanced mix of fixed cash ($90k) and deferred equity ($200k) paid only after Board service ends; no meeting fees; structure emphasizes long‑term alignment and discourages short‑termism.
- Potential conflicts: Insurance purchases from Markel (<$1m) flagged and reviewed under categorical standards; Board deemed immaterial and longstanding—monitor but low risk for influence.
- Signals for investor confidence: Independent status, relevant financial governance experience, and equity‑deferred pay structure bolster alignment; no director performance pay or options reduces risk of misaligned incentives; no disclosed pledging.
RED FLAGS
- Related‑party transaction: KO’s insurance relationship with Markel (CEO: Gayner) exists, but amount < $1m and determined immaterial by the Board; continue monitoring for changes in scope/terms.
- No individual attendance detail: Only aggregate/threshold disclosure (overall 98%; ≥75% for all directors) limits granularity, though threshold was met.