ROLE OF THE BOARD
The Board is elected by the shareowners to oversee their interests in the long-term health and overall success of the Company’s business and financial strength. The Board serves as the ultimate decision-making body of the Company, except for those matters reserved for or shared with the shareowners. The Board oversees the proper safeguarding of the assets of the Company, the maintenance of appropriate financial and other internal controls, and the Company’s compliance with applicable laws and regulations and proper governance. The Board selects the Chief Executive Officer (“CEO”) and oversees the members of senior management, who are charged by the Board with conducting the business of the Company.
KEY RESPONSIBILITIES OF THE BOARD
OVERSIGHT OF BUSINESS STRATEGY
✓The Board oversees and monitors strategic planning.
✓Business strategy is a key focus at the Board level and embedded in the work of Board committees.
✓Company management is charged with executing business strategy and provides regular performance updates to the Board.
OVERSIGHT OF RISK
✓The Board oversees risk management.
✓Board committees, which meet regularly and report back to the full Board, play significant roles in carrying out the risk oversight function.
✓Company management is charged with managing risk through robust internal processes and effective internal controls.
SUCCESSION PLANNING
✓The Board oversees succession planning and talent development for senior executive positions.
✓The Committee on Directors and Corporate Governance, which meets regularly and reports back to the Board, has primary responsibility for developing succession plans for the CEO position.
✓The CEO is charged with preparing, and reviewing with the Committee on Directors and Corporate Governance, talent development plans for senior executives and their potential successors.
Oversight of Business Strategy
Oversight of the Company’s business strategy and strategic planning is a key responsibility of the Board. The Board believes that overseeing and monitoring strategy is a continuous process and takes a multilayered approach in exercising its duties.
While the Board and its committees oversee strategic planning, Company management is charged with executing the business strategy. To monitor performance against the Company’s strategic goals, the Board receives regular updates and actively engages in dialogue with our Company’s senior leaders. These boardroom discussions are enhanced with “hands-on” experiences, such as market visits, which provide Directors an opportunity to see execution of the business strategy first hand.
The Board’s oversight and management’s execution of business strategy are viewed with a long-term mindset and a focus on assessing both opportunities for and potential risks to the Company.
Compensation Comparator Group
We use a comparator group of companies when making certain compensation decisions. The comparator group is used as a reference point, but compensation paid at other companies is only one factor in the decision-making process. As noted above, our employees operate in the much larger Coca-Cola system but, when comparing size with comparator companies, we utilize only the net operating revenues and market capitalization of The Coca-Cola Company. We routinely review the selection criteria and companies in our comparator group. There were no changes to our comparator group in 2021.
The table below shows our criteria on how the comparator group was chosen and how it is used.
How the Comparator Group Was Chosen How We Use the Comparator Group* 2021 Comparator Group
●Comparable size based on net operating revenues and market capitalization
●Major global presence with sales and operations outside of the United States
●Large consumer products business
●Market-leading brands or category positions as defined by Interbrand
●Financially strong companies
●Available compensation data
●As an input in developing base salary ranges, annual incentive targets and long-term incentive award ranges
●To evaluate share utilization by reviewing overhang levels and annual burn rate
●To benchmark the form and mix of equity awarded to employees
●To benchmark share ownership guidelines
●To assess the competitiveness of total direct compensation awarded to senior executives
●To assess talent and recruitment practices
●To compare Company performance and validate whether executive compensation programs are aligned with Company performance
●As an input in designing compensation plans, benefits and perquisites
AT&T Inc.
Colgate-Palmolive Company
Danone S.A.
General Mills, Inc.
International Business Machines
Corporation
Johnson & Johnson
Kimberly-Clark Corporation
McDonald’s Corporation
Mondelēz International, Inc.
Nestlé S.A.
NIKE, Inc.
PepsiCo, Inc.
Pfizer, Inc.
Philip Morris International Inc.
The Procter & Gamble Company
Starbucks Corporation
Unilever PLC
Walmart Inc.
* Since some of the comparator group companies are not U.S.-based, a subgroup of the companies may be used for some of these purposes when data is not publicly available for the foreign companies.
Table of Contents
Notice of 2022
Annual Meeting
of Shareowners Letter From Our
Chairman and Chief
Executive Officer Refresh The
World. Make
A Difference. Voting
Roadmap Governance Share
Ownership Compensation Audit
Matters Shareowner
Proposals Annexes 63
Role of the Compensation Consultant
COMPENSATION CONSULTANT INDEPENDENCE
The Committee is authorized by its charter to employ independent compensation consultants and other advisors. In 2021, the Committee engaged Meridian Compensation Partners, LLC (“Meridian”) to serve as its independent consultant. Meridian reports directly to the Committee.
In accordance with the Committee’s Independent Compensation Consultant Policy, prior to the retention of a compensation consultant (or any other external advisor), and annually thereafter, the Committee assesses the independence of the compensation consultant. Under the Independent Compensation Consultant Policy, a consultant is considered independent if:
● The individual consultant and any consulting firm or organization that employs the consultant is independent of the Company;
● The individual consultant does not provide services or products of any kind to the Company or its affiliates or to their management, other than in its capacity as the Committee’s advisor; and
● The consulting firm may not provide any other services to the Company without the prior written consent of the Committee Chair.
The Committee assessed Meridian’s independence under the Independent Compensation Consultant Policy, including considering the following factors specified in the NYSE listing standards: (i) the provision of other services by the consulting firm to the Company; (ii) the amount of fees paid as a percentage of the total revenue of the consulting firm; (iii) the policies and procedures of the consulting firm that are designed to prevent conflicts of interest; (iv) any business or personal relationship of the consultant with a member of the Committee; (v) any stock of the Company owned by the consultant; and (vi) any business or personal relationship of the consultant or consulting firm with an executive officer of the Company. Meridian provided the Committee with confirmation of its independent status under the Independent Compensation Consultant Policy. Based on this evaluation, the Committee has determined that Meridian met the criteria for independence.