Kraft Heinz Co 8-K, filed Dec 16, 2025
Kraft Heinz Co (KHC)
About this 8-K
Kraft Heinz Co filed this 8-K on December 16, 2025, reporting on events of December 15, 2025.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
CURRENT REPORT
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Executive Leadership Changes
On December 15, 2025, the Board of Directors (the “Board”) of The Kraft Heinz Company (the “Company”) appointed Steve Cahillane to serve as the Company’s Chief Executive Officer and as a member of the Board, in either case, effective as of January 1, 2026.
Mr. Cahillane Bio
Steve Cahillane, 60, served as President and Chief Executive Officer of Kellanova, previously Kellogg Company, from October 2017 to December 2025 and as Chairman of the board from March 2018 to December 2025.
Prior to Kellogg, in 2014, Mr. Cahillane assumed the role of President and Chief Executive Officer at The Nature’s Bounty Co., the largest global pure-play manufacturer, marketer and specialty retailer of health and wellness products.
Prior to Nature’s Bounty, Mr. Cahillane spent seven years with The Coca-Cola Company, most recently as President of Coca-Cola Americas, the global beverage maker’s largest business with $25 billion in sales. Prior to Coca-Cola, Mr. Cahillane spent eight years with AB lnBev, the world’s largest brewing company, in various senior leadership roles including Chief Commercial Officer, in which he led commercial strategy, global marketing, sponsorships, innovation and research following the 2004 merger of lnterbrew and AmBev.
Mr. Cahillane serves on the Northwestern University Board of Trustees, the Smithsonian National Board, the Colgate-Palmolive Board of Directors and as co-trustee of the W.K. Kellogg Foundation Trust.
Mr. Cahillane holds a Bachelor of Arts degree in Political Science from Northwestern University and a Master of Business Administration degree from Harvard University.
Offer Letter Agreement with Mr. Cahillane
In connection with his appointment, Mr. Cahillane and the Company entered into an Offer Letter of Employment, dated December 15, 2025 (the “CEO Offer Letter”) pursuant to which he will receive an annual base salary of $1,400,000 and a target annual bonus opportunity under the Company’s Performance Bonus Plan of 225% of base salary with a maximum bonus opportunity equal to 120% of the target bonus opportunity.
The CEO Offer Letter provides that Mr. Cahillane will be eligible to receive annual equity awards under the Company’s 2020 Omnibus Incentive Plan. His annual equity award target will be $9,000,000, subject to the approval of the Board. The annual equity award will be granted at the same time, same vesting conditions and generally in the same equity mix as all other Company executives. Commencing in 2027, Mr. Cahillane will also be eligible to participate in the Company’s Bonus Investment Plan, which would allow Mr. Cahillane to invest 35% of his earned annual net bonus towards the purchase of shares of the Company’s common stock and receive a matching award of restricted stock units equal to 70% of the gross earned bonus, on terms and conditions determined by the Board. In addition, Mr. Cahillane will be eligible to receive an annual personal plane usage allowance of up to $200,000, less applicable taxes and deductions and to be used in accordance with Company policy and guidelines.
The CEO Offer Letter further provides that Mr. Cahillane will receive a special one-time equity award with a target value of $11,000,000 (the “Sign-on Award”), which will be granted on or about January 30, 2026, subject to the approval of the Board. The Sign-on Award will be comprised of a mix of 50% restricted stock units, which will vest in substantially equal amounts on each of the first three anniversaries of the grant date subject to Mr. Cahillane’s continued employment through the applicable vesting date, and 50% performance share units, which will vest on the third anniversary of the grant date subject to the achievement and certification of performance goals and Mr. Cahillane’s continued employment through the vesting date. Subject to the execution of a release in favor of the Company and continued compliance with any restrictive covenants, if Mr. Cahillane is terminated by the Company without cause, the then-unvested portion of the Sign-on Award will vest in full with the performance share units vesting at the actual level of performance at the end of the performance period.
Mr. Cahillane will be eligible to receive the benefits provided by The Kraft Heinz Company Amended and Restated Severance Pay Plan for Salaried Employees (the “Severance Pay Plan”) or The Kraft Heinz Company Change in Control Severance Plan in accordance with the terms of the plans.
The foregoing description of the CEO Offer Letter does not purport to be complete and is qualified in its entirety by reference to the full text of the CEO Offer Letter, which is attached as Exhibit 10.2 to this Current Report on Form 8-K, and incorporated by reference herein.
No arrangement or understanding exists between Mr. Cahillane and any other person pursuant to which Mr. Cahillane was selected to serve as Chief Executive Officer. There have been no related party transactions between the Company or any of its subsidiaries and Mr. Cahillane reportable under Item 404(a) of Regulation S-K. Mr. Cahillane has no family relationships with any of the Company’s directors or executive officers.
Separation Agreement with Mr. Abrams-Rivera
On December 16, 2025, the Company announced that Carlos Abrams-Rivera will no longer serve as the Chief Executive Officer of the Company effective as of January 1, 2026 (the “Transition Date”) and that he will remain employed by the Company as a senior advisor until March 6, 2026 (the “Separation Date”).
On December 16, 2025, Mr. Abrams-Rivera and the Company entered into a Severance Separation Agreement and General Release (the “Separation Agreement”). The Separation Agreement provides that, effective as of the Transition Date, Mr. Abrams-Rivera will no longer serve as the Chief Executive Officer of the Company or as a member of the Board. During the period commencing on the Transition Date and ending on the Separation Date (the “Transition Period”), Mr. Abrams-Rivera will assist in transitioning his duties to the new Chief Executive Officer and provide such other services and duties as the Board reasonably requests.
The Separation Agreement provides that Mr. Abrams-Rivera will continue to receive his base salary and he will continue to be eligible to participate in the Company’s employee benefit plans during the Transition Period, but he will not be eligible to receive any further bonuses, commissions, cash-based incentive compensation or equity grants.
The Separation Agreement further provides that, subject to the execution and non-revocation of a release of claims in favor of the Company, Mr. Abrams-Rivera will receive severance pay and benefits in accordance with the terms of the Severance Pay Plan.
The foregoing description of the Separation Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Separation Agreement, which is attached as Exhibit 10.1 to this Current Report on Form 8-K, and incorporated by reference herein.
Board Changes
On December 16, 2025, the Company announced that, effective as of January 1, 2026, Miguel Patricio will resign from employment with the Company and step down from his position as Executive Chair of the Board. Mr. Patricio will remain on the Board as a non-employee director. The Board appointed John Cahill, the Vice Chair of the Board, as the Chair of the Board effective as of the same date.
Item 7.01. Regulation FD Disclosure.
On December 16, 2025, the Company issued a press release announcing the executive leadership and Board changes. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
The information furnished pursuant to this Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of, or otherwise regarded as filed under, the Exchange Act, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or in the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) The following exhibits are furnished with this Current Report on Form 8-K.
| Exhibit |
Description | |
| 99.1 | The Kraft Heinz Company Press Release, dated December 16, 2025. | |
| 10.1 | Severance Separation Agreement and General Release, by and between the Company and Carlos Abrams-Rivera, dated December 16, 2025. | |
| 10.2 | Offer Letter of Employment, by and between the Company and Steve Cahillane, dated December 15, 2025. | |
| 104 | The cover page of The Kraft Heinz Company’s Current Report on Form 8-K dated December 15, 2025, formatted in iXBRL. | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| The Kraft Heinz Company | ||||||
| Date: December 16, 2025 | By: | /s/ Angel Willis | ||||
| Angel Willis | ||||||
| Executive Vice President, Global General Counsel and Corporate Affairs Officer | ||||||
Exhibit 10.1
SEVERANCE SEPARATION AGREEMENT AND GENERAL RELEASE (this “Agreement”)
Carlos Abrams-Rivera (“Executive”) has been employed by Kraft Heinz Foods Company (“Kraft Heinz” or “the Company”) as its Chief Executive Officer (“CEO”), located in Chicago, Illinois, USA. Whereas Executive’s employment is being terminated, Kraft Heinz has offered Executive benefits pursuant to the Kraft Heinz Foods Company Severance Pay Plan for Salaried Employees and as set forth in this Agreement, certain of which benefits are greater than what Executive is entitled to receive, and Executive has decided to accept Kraft Heinz’s offer. In accordance with the foregoing, Executive and Kraft Heinz both agree and promise as follows:
1. Executive’s last day of work as the CEO of Kraft Heinz will be December 31, 2025 (the “Transition Date”) (provided, however, that the Company may relieve Executive of his duties sooner in its discretion). As of the Transition Date, Executive will no longer serve as an officer or member of the Board or any other board of directors or managers, as applicable, of another member of the Company Group. Executive agrees to execute and deliver to the Company any additional documents required by the Company Group to effectuate this arrangement. Provided that the Effective Date occurs in accordance with Section 14 below, from January 1, 2026 until March 6, 2026 (the “Transition Period”), Executive will continue to be employed by the Company in a non-officer position and will serve as a Senior Advisor and will assist the Company and its direct or indirect subsidiaries (collectively, the “Company Group”) as requested by the Board of Directors of the Company (the “Board”) from time to time consistent with Executive’s position, to facilitate an orderly transition of the role of CEO to the successor CEO and performing such transition-related assistance as may be reasonably requested by the Board. Executive’s last day of employment with the Company will be March 6, 2026, at which time his employment will end (“Termination Date”). Executive agrees to continue to utilize his reasonable best efforts in the performance of his duties during the Transition Period, and will continue to be subject to all applicable Company Group policies and procedures during such time.
2. Whether or not Executive signs this Agreement, Executive will receive payment for (i) any earned but unpaid base salary through his last day of employment with the Company, less all applicable withholdings and deductions, in accordance with the Company’s normal payroll practices, (ii) any business expenses previously incurred by Executive and submitted to the Company, in each case, in accordance with the Company’s expense reimbursement policies and which remain unreimbursed (if any) pursuant to the terms of the Company’s applicable policies, and (iii) payment of any accrued but unused paid time off owed to Executive through his last day of employment with the Company in accordance with and subject to applicable Company policies. In addition, whether or not Executive signs this Agreement, Executive’s participation in any Company-sponsored employee benefit plans shall end as of his last day of employment with the Company. At the appropriate time Executive will receive, under separate cover, information concerning Executive’s right to continue Executive’s health insurance coverage under the Company’s group healthcare plan at his and/or his dependent(s)’ own expense in accordance with the provisions of the Consolidated Omnibus Budget Reconciliation Act of 1986 (“COBRA”) and any similar state law.
3. Subject to (i) Executive complying with this Agreement in all material respects (after written notice and a 10-day opportunity to reasonably cure), and (ii) Executive’s timely execution, delivery and non-revocation of this Agreement pursuant to Section 14, Executive will remain employed by the Company in a non-officer position and receive a base salary rate at the annual rate of $1,100,000 USD (one million and one hundred thousand US dollars) during the Transition Period, and shall continue to be eligible to participate in any Company-sponsored employee benefit plans in effect through the Termination Date. Executive acknowledges and agrees that the Company’s agreement to continue to provide Executive (and if applicable, Executive’s dependent(s)) with the compensation and benefits in effect prior to the Transition Period during the Transition Period under the same terms and conditions (collectively, the “Transition Benefits”) constitute additional benefits to which Executive would not be entitled had he not entered into this Agreement and constitutes sufficient consideration for Executive’s entry into this Agreement; provided, however, that during the Transition Period, Executive shall not be eligible for, and shall not earn or receive, any further bonuses, commissions, or cash-based incentive compensation, or any grants or awards of PSUs, RSU, equity, or other equity-related compensation, provided, however, any grants or awards of PSUs, RSUs, and equity and other equity-related compensation will continue to vest according to their terms.
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4. Subject to (i) Executive complying with this Agreement in all material respects (after written notice and a 10-day opportunity to reasonably cure), (ii) his timely execution, delivery and non-revocation of this Agreement pursuant to Section 14, and (iii) following the Termination Date, his timely execution, delivery and non-revocation of the Supplemental Waiver and Release Agreement attached as Exhibit A hereto (the “Supplemental Agreement”), Executive will be entitled to receive the following separation benefits:
| a. | Kraft Heinz will pay Executive 24 (twenty-four) months of severance pay at his current monthly base salary, in a lump sum in cash in the amount of $2,200,000 USD (two million and two hundred thousand US dollars), less applicable withholdings and deductions. This payment will be made following the Supplemental Release Effective Date (as defined in the Supplemental Agreement) and within sixty (60) days after the Termination Date. |
| b. | Beginning with the first day following the Termination Date, Executive may elect to continue coverage for himself and his enrolled dependents for up to 24 (twenty-four) months through COBRA. Beginning with the first day following the Termination Date, Kraft Heinz will provide 24 (twenty-four) months of Company-paid COBRA (i.e., medical/RX drug and dental coverage) for Executive and his enrolled dependents; provided, that no such monthly premium payments will be made by the Company until the first payroll date following the Supplemental Release Effective Date (and the initial payment will include any payment(s) that otherwise would have been made during the period between the Termination Date and such payroll date). “Company-paid” is defined as the employer’s portion of the premium for such coverage including the COBRA administration fee. Executive will continue to pay his current premium charged for such coverage. Be advised that Vision is excluded from Company-paid COBRA coverage as it is not a company-subsidized plan. Executive will have the opportunity to elect vision coverage and pay for it at his expense. If Executive becomes eligible for other group coverage during the 24-month Company subsidized COBRA period, Executive will need to notify the Kraft Heinz Benefits Center as he will no longer be eligible for the subsidy. |
| c. | As of the Termination Date, the Kraft Heinz Stock Option Award granted to Executive on March 1, 2022 for 5,171 options with an exercise price of $38.68 per share will remain vested. Executive will have 36 months after the Termination Date to exercise the vested shares. The Kraft Heinz Stock Option Award granted to Executive on March 1, 2021 for 5,393 options with an exercise price of $37.09 per share will remain vested. Executive will have 36 months after the Termination Date to exercise the vested shares. The Kraft Heinz Stock Option Award granted to Executive on June 1, 2020 for 82,183 options with an exercise price of $30.42 per share will remain vested. Executive will have 36 months after the Termination Date to exercise the vested shares. |
| d. | By participating in Kraft Heinz’s 2024 and 2025 Bonus Investment Plans, Executive was granted Matching Restricted Stock Units and dividend accrual units from the Company pursuant to the applicable Matching Restricted Stock Unit Award Agreement (the “Matching RSUs”). As of the Termination Date, the Matching RSUs granted to Executive on March 1, 2024 for 44,980 shares and respective dividend units (4,295 to date) will vest at 66.67% for 29,988 shares and respective dividends (2,863 to date). The Matching RSUs granted to Executive on March 1, 2025 for 30,555 shares and respective dividend units (1,371 to date) will vest at 33.33% for 10,184 shares and respective dividends (457 to date). |
| e. | As of the Termination Date, the Annual Equity Kraft Heinz Restricted Stock Unit (“RSU”) Award granted to Executive on March 1, 2024 for 48,037 shares and respective dividend units (4,587 to date) will vest at 50% for 24,019 shares and respective dividends. (2,294 to date) The Annual Equity Kraft Heinz Restricted Stock Unit (“RSU”) Award granted to Executive on March 1, 2025 for 83,036 shares and respective dividend units (3,724 to date) will vest at 25% for 20,759 shares and respective dividends (931 to date). |
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| f. | As of the Termination Date, the Annual Equity Kraft Heinz Performance Share Unit (“PSU”) Award granted to Executive on March 1, 2024 for 112,084 shares will vest at 50% for 56,042 shares. The measurement and distribution of these shares will be based on the actual performance metric achievement ending December 2026 and subject to certification by the Board of Directors in January 2027. Distribution of these shares will be in March 1, 2027. As of the Termination Date, the Annual Equity Kraft Heinz Performance Share Unit (“PSU”) Award granted to Executive on March 1, 2025 for 193,749 shares will forfeit in its entirety due to a termination in under two years from the grant date (the waiting period according to the plan conditions). |
| g. | The Company represents that the equity treatment outlined in the Sections above is offered pursuant to the applicable Omnibus Incentive Plans and Award Agreements and has been approved by the Human Capital & Compensation Committee of the Kraft Heinz Board of Directors. The administrative time it takes to complete these transactions may be up to 8 weeks from the Termination Date and any transactions related to shares or options will be handled through Fidelity Stock Plan Services. Please contact LTI@kraftheinz.com with any questions or concerns. |
| h. | Kraft Heinz will provide nine (9) months of outplacement services to Executive, by a firm selected and paid for by the Company, to be initiated by Executive within six (6) months from the Termination Date. |
| i. | Kraft Heinz shall use reasonable best efforts to continue Executive’s global services status at United Airlines for calendar year 2026, and shall use reasonable best efforts to provide Executive with the continued support of the executive coach at the cost of Kraft Heinz through December 31, 2026. |
| j. | Kraft Heinz shall pay Executive an annual bonus for the 2025 calendar year, calculated on a basis no less favorable than that generally applicable to other active senior executives of the Company (the “2025 Bonus”). The 2025 Bonus shall be paid in a lump sum in cash on the date annual bonuses for the 2025 calendar year are generally paid to active senior executives of the Company, without regard to whether Executive is employed on such date. |
| k. | Notwithstanding any provision of this Agreement to the contrary, no payments or benefits shall be paid or provided to Executive pursuant to this Section 4 unless the Supplemental Agreement has become fully effective and irrevocable in accordance with Section 2 thereof by the twenty-eighth (28th) day following the Termination Date. |
| l. | All grants or awards of PSUs, RSUs, and other equity or other equity-related compensation will shall be treated in accordance with their terms and, for determination of the level of vesting applicable to PSUs, no less favorably than those PSUs held by senior executives of Kraft Heinz. To the extent that Kraft Heinz consummates a separation transaction, but subject to applicable securities laws, Kraft Heinz shall use commercially reasonable efforts to provide that Executive shall receive no less favorable treatment of Executive’s then-outstanding equity and equity-related compensation than as applicable to equity and equity-related compensation held by Kraft Heinz executives allocated to “remainco.” |
5. Executive agrees to return all company property in his possession, including documents (manuals, notes, handbooks), Company-provided laptops, computers, cell phones, wireless devices and or other equipment or property he has used during his employment with Kraft Heinz, promptly upon the Company’s request and no later than the Termination Date.
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6. Executive acknowledges that the services he has rendered to Kraft Heinz are of a special character having a unique value to Kraft Heinz, and that he has received specialized training and been given access to, or has been responsible for the development of (i) some of Kraft Heinz’s most sensitive and valuable confidential information, (ii) Kraft Heinz’s business habits, needs, pricing policies, purchasing policies, profit structures, and margins, (iii) Kraft Heinz’s relationship with its customers, their buying habits, special needs, and purchasing policies, (iv) Kraft Heinz’s relationship with its suppliers, licensees, licensors, vendors, consultants, and independent contractors, their pricing habits, and purchasing policies, (v) Kraft Heinz’s pricing policies, purchasing policies, profit structures, and margin needs, (vi) the skills, capabilities and other employment-related information relating to Kraft Heinz’s Executives, and/or (vii) other matters of which Executive would not otherwise know and that is not otherwise readily available.
Executive acknowledges and agrees that, notwithstanding anything in this Agreement to the contrary, the non-competition, non-solicitation and non-interference provisions contained in the Award Agreements applicable to the non-forfeited RSU and PSU Awards referenced herein (collectively, the “Restrictive Covenants Agreements”) remain in full force and effect, that he remains bound by the Restrictive Covenants Agreements and that they are hereby incorporated by reference. Executive acknowledges and agrees that the benefits described in this Agreement, among other additional professional and financial benefits, constitute adequate consideration for purposes of the Illinois Freedom to Work Act, 820 ILCS 90.
In addition, as consideration for the benefits provided for in this Agreement, Executive acknowledges that (i) Executive performed services of a unique nature for the Company that are irreplaceable, and that Executive’s performance of such services to a competing business will result in irreparable harm to the Company, (ii) Executive has had access to Confidential Information which, if disclosed, would unfairly and inappropriately assist in competition against the Company, (iii) in the course of Executive’s employment by or service to a competitor, Executive would inevitably use or disclose such confidential information, (iv) the Company has substantial relationships with its customers and Executive has had access to these customers, (v) Executive has received specialized training from the Company, and (vi) Executive has generated goodwill for the Company in the course of Executive’s service with and employment by the Company. Accordingly, for twelve (12) months following January 1, 2026 (the “Restricted Period”), Executive will not engage in any business activities, directly or indirectly (whether as an employee, consultant, officer, director, partner, joint venturer, manager, member, principal, agent, or independent contractor, individually, in concert with others, or in any other manner) within the same line or lines of business for which the Executive performed services for the Company and in a capacity that is similar to the capacity in which the Executive was employed by the Company with any person or entity that competes with the Company in the consumer packaged food and beverage industry (“Competitive Business”) anywhere within the same geographic territory(ies) for which the Executive performed services for the Company (the “Restricted Territory”) without the written consent of Kraft Heinz’s Human Capital and Compensation Committee Chair or designee, such consent not unreasonably be withheld. Notwithstanding the foregoing, nothing herein shall prohibit Executive from being a passive owner of not more than three percent (3%) of the equity securities of a publicly traded corporation engaged in a business that is in competition with the Company, so long as Executive has no active participation in the business of such corporation. Further, during the Restricted Period, Executive agrees that Executive shall not directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, in any way request, suggest or advise any such customer to withdraw or cancel any of their business or refuse to continue to do business with the Company; provided, that this restriction shall apply to customers or potential customers who, during the two (2) years immediately preceding the Executive’s termination, had been assigned to the Executive by the Company, or with which the Executive had contact on behalf of the Company while an Executive of the Company, or about which the Executive had access to Confidential Information by virtue of Executive’s employment with the Company. Further, during the Restricted Period, Executive agrees that Executive shall not directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, (A) solicit, aid or induce any employee, representative or agent of the Company to leave such employment or retention or to accept employment with or render services to or with any other person, firm, corporation or other entity unaffiliated with the Company or hire or retain any such employee, representative or agent, or take any action to materially assist or aid any other person,
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firm, corporation or other entity in identifying, hiring or soliciting any such employee, representative or agent, or (B) interfere, or aid or induce any other person or entity in interfering, with the relationship between the Company and its vendors, suppliers or customers. As used herein, the term “solicit, aid or induce” includes, but is not limited to, (i) initiating communications with a Company employee relating to possible employment, (ii) offering bonuses or other compensation to encourage a Company employee to terminate his or her employment with the Company and accept employment with any entity, (iii) recommending a Company employee to any entity, and (iv) aiding an entity in recruitment of a Company employee. An employee, representative or agent shall be deemed covered by this Section 6 while so employed or retained and for a period of six (6) months thereafter. The conduct prohibited by this paragraph of Section 6 constitutes “Prohibited Conduct.”
Nothing contained in this Section 6 shall preclude Executive from: (i) providing services as a consultant, employee, advisor, or otherwise to any entity that is a Competitive Business but also has other non-competitive lines of business, so long as, in addition to honoring all other obligations under this Agreement, Executive’s service relationship is restricted solely to one or more distinct portions of the operations and businesses of such entity that does not engage, and is not preparing to engage, in a Competitive Business, and Executive undertakes not to, and does not, have any discussions with, or participate in, the governance, management or operations of such entity or any business segments thereof that engage in a Competitive Business; or (ii) being employed by, or providing services to, a private equity firm, venture capital firm, hedge fund, investment bank, or other financial institution, so long as, in addition to honoring all other obligations under this Agreement, Executive’s service relationship is restricted solely to one or more distinct portions of the operations and businesses of such entity that does not engage, and is not preparing to engage, in a Competitive Business, and Executive undertakes not to, and does not, have any discussions with, or participate in, the governance, management or operations of such entity or any business segments thereof that engage in a Competitive Business.
Should Executive engage in Prohibited Conduct or materially breach his obligations under Sections 5, 6, 7, 9, or 10 of this Agreement at any time (after written notice and a 10 day opportunity to reasonably cure), he will be obligated to pay back to Kraft Heinz all but $1,000 of any payments received pursuant to Section 4 of this Agreement, and Kraft Heinz will have no obligation to pay Executive any payments that may be remaining due under this Agreement. This will be in addition to any other remedy that Kraft Heinz may have in respect of such Prohibited Conduct. Kraft Heinz and Executive acknowledge and agree that Kraft Heinz will or would suffer irreparable injury in the event of a breach or violation or threatened breach or violation of the provisions set forth in Sections 5, 6, 7, 9, or 10 and agree that in the event such provisions are violated or breached, Kraft Heinz will be entitled to injunctive relief prohibiting any such violation or breach, and that such right to injunctive relief will be in addition to any other remedy which Kraft Heinz may be entitled. The parties hereto expressly agree that in the event of a breach or threatened breach of this Agreement, the non-breaching party or its successors or assigns may, in addition to other rights and remedies existing in its favor, apply to any court of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce or prevent any violations of the provisions set forth in Sections 5, 6, 7, 9 or 10 hereof (without posting a bond or other security) and each party hereby agrees to waive the defense in any suit that the other party has an adequate remedy at law and to interpose no opposition, legal or otherwise, as to the propriety of an injunction or specific performance as a remedy, and hereby agrees to waive any requirement to post any bond in connection with obtaining such relief.
7. Executive acknowledges that during the course of his employment with Kraft Heinz, he received “Confidential Information”, with Confidential Information meaning information that was: (i) disclosed to or known by Executive as a consequence of or through his employment with Kraft Heinz; (ii) not publicly available and/or not generally known outside of Kraft Heinz; and (iii) that relates to the business and development of Kraft Heinz. Without in any way limiting the foregoing and by way of example, Confidential Information includes: all non-public information or trade secrets of Kraft Heinz or its affiliates that gives Kraft Heinz or its affiliates a competitive business advantage, the opportunity of obtaining such advantage or disclosure of which might be detrimental to the interests of Kraft Heinz or its affiliates; information regarding Kraft Heinz’s or its affiliates’ business operations, such as financial and sales data (including budgets, forecasts and historical financial data), operational information, plans and strategies; business and marketing strategies and plans for various products and services; information regarding suppliers, consultants, employees, and contractors; technical information
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concerning products, equipment, services, and processes; procurement procedures; pricing and pricing techniques; information concerning past, current and prospective customers, investors and business affiliates; plans or strategies for expansion or acquisitions; budgets; research; trading methodologies and terms; communications information; evaluations, opinions, and interpretations of information and data; marketing and merchandising techniques; electronic databases; models; specifications; computer programs; contracts; bids or proposals; technologies and methods; training methods and processes; organizational structure; personnel information; payments or rates paid to consultants or other service providers; and Kraft Heinz files, physical or electronic documents, equipment, and proprietary data or material in whatever form including all copies of all such materials. Confidential Information does not include any of Executive’s expertise, experience, and knowledge gained throughout his career that falls outside of the three-pronged definition in the first sentence above. Executive agrees that he will not communicate or disclose any Confidential Information to any third party, or use it for his own account, without the written consent of Kraft Heinz, other than communications with his attorneys, spouse and financial advisors.
8. Nothing in this Agreement or any other agreement Executive has with the Company will prohibit or restrict Executive from (i) voluntarily communicating with an attorney retained by Executive, (ii) voluntarily communicating, including for the purpose of filing a charge or complaint, with any law enforcement, government agency (including the Securities and Exchange Commission (“SEC”), the Equal Employment Opportunity Commission (the “EEOC”)), Illinois Human Rights Commission, or any other state or local commission on human rights, or self-regulatory organization, or otherwise initiating, assisting with, or participating in any manner with an investigation conducted by such government agency, in each case, regarding possible violations of law and without advance notice to the Company, (iii) recovering a SEC whistleblower award as provided under Section 21F of the Securities Exchange Act of 1934, (iv) disclosing any information (including, without limitation, confidential information) to a court or other administrative or legislative body in response to a subpoena, court order or written request, provided that (to the extent legally permissible) Executive first promptly notifies and provides the Company with the opportunity to seek, and join in its efforts at the sole expense of the Company, to challenge the subpoena or obtain a protective order limiting its disclosure, or other appropriate remedy, or (v) reporting any good faith allegations of unlawful conduct to federal, state or local officials for investigation, including, but not limited to, criminal conduct or unlawful employment practices or engaging in concerted activity to address work-related issues. Pursuant to 18 U.S.C. § 1833(b), Executive understands that Executive will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret of the Company that (i) is made (A) in confidence to a federal, state, or local government official, either directly or indirectly, or Executive’s attorney and (B) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. Executive understands that if Executive files a lawsuit for retaliation by the Company for reporting a suspected violation of law, Executive may disclose the trade secret to Executive’s attorney and use the trade secret information in the court proceeding if Executive (x) files any document containing the trade secret under seal, and (y) do not disclose the trade secret, except pursuant to court order. Nothing in this Agreement, or any other agreement that Executive has with the Company or any of its affiliates, is intended to conflict with 18 U.S.C. § 1833(b) or create liability for disclosures of trade secrets that are expressly allowed by such section. The communications, statements, and activities permitted under this Section 8 are referred to collectively as “Protected Activities.”
9. Subject to Section 8, Executive agrees that he will not make or otherwise communicate any malicious, disparaging, or defamatory remarks about Kraft Heinz or its affiliate companies, including, but not limited to, comments about Executive’s employment with or cessation of employment with Kraft Heinz, or any of its products, services, business or employment practices in effect as of the date of the Agreement. Further, Executive agrees that he will not make or authorize to be made any written or oral statement that may disparage or damage the reputation of Kraft Heinz. This Section 9 equally applies to statements made by Executive under any other identifier he may use for electronic/web-based communications and postings (e.g., email, Facebook, blogs, JobVent, etc.). This Section 9 does not prohibit Executive from engaging in any Protected Activities.
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10. Kraft Heinz agrees that it will not authorize any executive, manager or representative of Kraft Heinz to make any written or oral statement that may disparage or damage the reputation of Executive, including without limitation, any electronic or print news media or other publications that would disparage the reputation, image, good will or commercial interests of Executive. This Paragraph does not prohibit Kraft Heinz executives, managers and/or representatives from making truthful statements while cooperating with a governmental investigation, communicating with a government agency or otherwise testifying under oath.
11. Executive agrees to fully cooperate with Kraft Heinz and its affiliated and parent companies, at Kraft Heinz’s expense, in any inquiry, audit, regulatory proceeding, investigation, litigation or potential litigation arising out of any matter in which he was involved during his employment. Executive will make himself reasonably available to provide support in such matters, including but not limited to by meeting with and providing information to Kraft Heinz’s counsel, preparing to testify, testifying at deposition, trial or hearing, providing testimony to regulators, and performing other similar services in connection with such matters as required by Kraft Heinz or its affiliated and parent companies or their counsel, subject to and scheduled in accordance with Executive’s other commitments. Kraft Heinz will reimburse Executive for reasonable and appropriate business expenses incurred by Executive in connection with such cooperation,. Such cooperation shall be scheduled at times mutually convenient to the parties and shall not unreasonably interfere with Executive’s personal or professional commitments (including any future employment). For any cooperation services provided by Executive in excess of five (5) hours in any calendar month, Kraft Heinz shall pay Executive an hourly fee according to his Base Salary at the Termination Date. Kraft Heinz shall indemnify and provide expense advancement to Executive with respect to any cooperation hereunder as if Executive were an officer of Kraft Heinz.
12. In the event either Executive or Kraft Heinz contests the interpretation or application of any of the terms of this Agreement or any asserted breach of this Agreement, the complaining party shall notify the other in writing of the provision that is being contested. If the parties cannot satisfactorily resolve the dispute within thirty (30) days, the matter will be submitted to arbitration. An arbitrator will be chosen pursuant to the American Arbitration Association’s (“AAA”) Employment Arbitration Rules and Mediation Procedures from a panel submitted by the AAA and the hearing shall be held in Chicago, Illinois. The arbitrator’s fees, expenses, and filing fees shall be borne equally by Executive and Kraft Heinz. The arbitrator shall issue a written award which shall be final and binding upon the parties. Notwithstanding the foregoing, Executive and Kraft Heinz understand and agree that nothing shall prevent the Company from seeking and obtaining injunctive relief in federal or state court in the event of a breach or threatened breach of the restrictive covenants and confidentiality obligations set forth in this Agreement. Notwithstanding the foregoing, (x) the following disputes and claims are not covered by this arbitration provision and shall therefore be resolved in any appropriate forum as required by the laws then in effect: claims for workers’ compensation benefits, unemployment insurance, or state or federal disability insurance; and any other dispute or claim that has been expressly excluded from arbitration by statute and (y) Executive may, but is not required to, arbitrate claims for sexual harassment or assault to the extent applicable law renders a pre-dispute arbitration agreement covering such claims invalid or unenforceable.
13. This Agreement and the benefits paid pursuant to its terms are intended to be exempt from or compliant with the provisions of Code Section 409A, to the extent that the payments and benefits due under this Agreement are subject to Code Section 409A, and the terms of this Agreement shall be interpreted, administered and construed consistent therewith. In the event that any compensation or benefits provided for by this Agreement or any related plans may result in penalties or accelerated recognition of taxable income under Code Section 409A, Kraft Heinz will, in agreement with Executive, modify the Agreement in the least restrictive manner necessary in order, where applicable, (i) to exclude such compensation from the definition of “deferred compensation” within the meaning of Code Section 409A, or (ii) to comply with the provisions of Code Section 409A, other applicable provision(s) of the Code, and/or any rules, regulations or other regulatory guidance issued under such statutory provisions and to make such modifications, in each case, without any diminution in the value of the payments to be paid or benefits to be provided to Executive pursuant to this Agreement or plans to which this Agreement refers. To the extent Executive would otherwise be entitled to any payment that under this Agreement, or any plan or arrangement of the Company or its affiliates, constitutes “deferred compensation” subject to Section 409A, and that
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if paid during the six months beginning on the Termination Date would be subject to the Section 409A additional tax because Executive is a “specified employee” (within the meaning of Section 409A and as determined by the Company), the payment, together with any earnings on it, will be paid to Executive on the earlier of the six-month anniversary of the Termination Date or Executive’s death. In addition, any payment or benefit due upon a termination of Executive’s employment that represents “deferred compensation” subject to Section 409A shall be paid or provided to Executive only upon a “separation from service” as defined in Treas. Reg. § 1.409A-1(h). Each payment under this Agreement shall be deemed to be a separate payment for purposes of Section 409A.
14. Executive is aware of his legal rights concerning his employment with and termination from Kraft Heinz. Executive represents that he has not filed any complaints of any kind whatsoever with any local, state, federal, or governmental agency or court against Kraft Heinz based upon, or in any way related to, his employment with or separation from Kraft Heinz. Executive further represents that he understands that the monetary payments and other benefits provided for in this Agreement constitutes a full and complete satisfaction of any claims, asserted or unasserted, knowing or unknown, that he has or may have against Kraft Heinz or an affiliate. Accordingly, in exchange for the monetary payments and other benefits provided for in this Agreement, which Executive acknowledges is greater than any payments and benefits that he would be entitled to receive absent this Agreement, Executive individually and on behalf of his spouse/partner, heirs, successors, legal representatives and assigns hereby unconditionally releases, dismisses, and forever discharges The Kraft Heinz Company (formerly known as H.J. Heinz Holding Corporation) and Kraft Heinz Foods Company (formerly known as the H.J. Heinz Company and the successor to Kraft Foods Group, Inc.), and each of their respective predecessors, successors, parents, subsidiaries, affiliated corporations, limited liability companies and partnerships, and all of their past and present shareholders, employee benefit plans and their administrators, officers, directors, fiduciaries, employees, assigns, representatives, agents, and counsel (collectively the “Released Parties”) from any and all claims, demands, liabilities, obligations, agreements, damages, debts, and causes of action arising out of, or in any way connected with, Executive’s employment with or separation from Kraft Heinz or any of the Released Parties. This waiver and release includes, but is not limited to, all claims and causes of action arising under or related to Title VII of the Civil Rights Act of 1964; the Civil Rights Act of 1991; the Civil Rights Act of 1866; the Age Discrimination in Employment Act of 1967, as amended by the Older Workers Benefit Protection Act of 1990 (the “ADEA”); the Americans with Disabilities Act; the Employee Retirement Income Security Act of 1974; the Sarbanes-Oxley Act of 2002; the Worker Adjustment and Retraining Notification Act; the Family and Medical Leave Act; the National Labor Relations Act; the Fair Credit and Reporting Act; the Genetic Information Nondiscrimination Act; the Immigration Reform and Control Act; the Equal Pay Act; the Federal Rehabilitation Act; the Illinois Human Rights Act; the Illinois Right to Privacy in the Workplace Act; the Illinois Worker Adjustment and Retraining Notification Act; the Illinois One Day Rest in Seven Act; the Illinois Union Employee Health and Benefits Protection Act; the Illinois Employment Contract Act; the Illinois Labor Dispute Act; the Illinois Victims’ Economic Security and Safety Act; the Illinois Whistleblower Act; the Illinois Equal Pay Act; the Illinois Gender Violence Act; the Illinois Biometric Information Privacy Act; the Illinois Constitution; the Cook County Human Rights Ordinance; and the Chicago Human Rights Ordinance (including all amendments to the foregoing statutes and including each of their respective implementing regulations); all state and federal statutes and regulations; any other federal, state or local law; all oral or written contract rights, including any rights under any Kraft Heinz incentive plan, program, or labor agreement; and all claims arising under common law including breach of contract, retaliation, defamation, intentional or negligent infliction of emotional distress, breach of public policy, negligence, tort, or for personal injury of any sort, or any other legal theory, whether legal or equitable (excepting those claims that cannot be waived by law (such as any right Executive may have to unemployment benefits, workers’ compensation and disability benefits) and rights to indemnification and expense advancement rights under any agreement, under applicable corporate law, under the by-laws or certificate of incorporation of any Released Party or as an insured under any director’s and officer’s liability insurance policy now or previously in force). It is understood that nothing in this general release is to be construed as an admission on behalf of the Released Parties of any wrongdoing with respect to Executive, any such wrongdoing being expressly denied.
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Nothing in this Agreement is intended to interfere with the protected right to file a charge, report unlawful employment practices or criminal conduct, or participate in an investigation or proceeding conducted by the EEOC, the National Labor Relations Board, or other governmental or administrative agency or engaging in Protected Activities under Section 8 above. Executive acknowledges, however, that he is waiving his right to any monetary recovery or relief in connection with any charge or to file an individual or class action lawsuit against the Released Parties individually and collectively. Notwithstanding anything herein to the contrary, nothing in this Agreement prohibits Executive from seeking and obtaining a whistleblower award from the Securities and Exchange Commission pursuant to Section 21F of the Exchange Act. Moreover, nothing in this Agreement limits Executive’s right to receive a statutory award for information provided to the Securities and Exchange Commission Further, nothing in this Agreement shall be construed to waive any right that is not subject to waiver by private agreement under federal, state, or local employment or other laws.
15. The Company hereby advises Executive to consult with an attorney of Executive’s choosing prior to signing this Agreement. Executive represents that Executive has had the opportunity to review this Agreement and, specifically, the restrictive covenants in Section 6 and the release in Section 13 with an attorney of Executive’s choice.
| a. | Illinois Freedom to Work Act. Executive also agrees and acknowledges that Executive is receiving benefits and payments to which Executive would not otherwise be entitled unless Executive signs this Agreement. Specifically, Executive acknowledges and agrees that the arrangements and benefits described herein, among other additional professional and financial benefits, constitute adequate and independent consideration for purposes of the Illinois Freedom to Work Act, 820 Ill. Comp. Stat. Ann 90 et seq. if and to the extent applicable. Pursuant to 820 Ill. Comp. Stat. Ann. 90/20, Executive understands that Executive has been given at least fourteen (14) calendar days to review and consider this Agreement; however, Executive may sign this Agreement sooner if Executive wishes to do so. In the event that Executive signs this Agreement before the expiration of the fourteen (14)-day review period given to Executive pursuant to 820 Ill. Comp. Stat. Ann. 90/20, Executive acknowledges and agrees that such decision was entirely voluntary and that Executive had the opportunity to consider this Agreement for the entire fourteen (14)-day period. |
| b. | ADEA Review and Revocation Periods. Executive agrees and acknowledges that this Agreement includes, but is not limited to, a waiver of claims of age discrimination (if any) that Executive may assert under the ADEA, and that this Agreement does not release claims under the ADEA that may arise after the date on which Executive signs this Agreement. By signing below, Executive acknowledges that he has thoroughly read this Agreement and that he has full understanding and knowledge of its terms and conditions, and that Executive has voluntarily consented to the release set forth in Section 13 of this Agreement and has entered into this Agreement freely, knowingly and voluntarily. Executive also acknowledges that he has been provided twenty (21) calendar days to consider the terms of this Agreement. However, Executive may sign and return this Agreement sooner if Executive wishes. Executive agrees that changes to this Agreement, whether material or immaterial, do not restart the running of the twenty-one (21)-day period. Executive understands that if he signs this Agreement, he may revoke this Agreement within seven (7) calendar days after he signs it, and in the event of such revocation this Agreement will not go into effect and Executive will not receive the payments or benefits that are being provided by this Agreement. Executive also understands that if he does not revoke this Agreement within seven (7) calendar days after he signs it, this Agreement will become complete, final and binding on Executive and Kraft Heinz on the eighth (8th) calendar day after the date Executive has signed and not timely revoked it, which will be the “Effective Date” of this Agreement. Executive will not be entitled to the payments and benefits set forth in Sections 3 or 4 above until Executive signs this Agreement and returns the signed document to the Company, and the revocation period has expired and the Effective Date has occurred. If Executive does not sign this Agreement within such twenty-one (21) calendar day period, or signs this Agreement and revokes Executive’s consent within such seven (7) calendar day period following his signature, the Company’s offer of the payments and benefits set forth in Sections 3 and 4 above shall be null and void. |
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16. Executive’s entitlement to the severance benefits set forth in Section 4 of this Agreement are subject to Executive’s execution and non-revocation of the separate and final Supplemental Agreement on or subsequent to the Termination Date, in the form attached hereto as Exhibit A, which Supplemental Agreement must become fully effective and irrevocable in accordance with Section 2 thereof by the twenty-eighth (28th) day following the Termination Date.
17. This Agreement sets forth the entire agreement between Kraft Heinz and Executive and fully supersedes any and all prior agreements and understandings between them pertaining to the subject matter of this Agreement; provided, however, that nothing herein shall replace, extinguish, or reduce Executive’s continuing obligations pursuant to the Restrictive Covenants Agreements, all of which obligations shall survive this Agreement and continue in full force and effect in accordance with their terms. Kraft Heinz and Executive agree that no change to or modification of this Agreement shall be valid or binding unless it is in writing and executed by them.
18. If any provision of this Agreement is held by a court of competent jurisdiction or arbitrator to be invalid, illegal or unenforceable for any such reason, such invalidity, illegality or unenforceability shall not affect the remaining provisions of the Agreement. On the contrary, such court or arbitrator shall have the power to modify the provision to render it enforceable (including by reforming, modifying, adding words or phrases to, or deleting words or phrases from, such provision) to the extent necessary to make it enforceable, and this Agreement in its reduced form shall be valid and enforceable to the fullest extent permitted by law. The provisions of this Agreement are severable and the invalidity of any one or more provisions shall not affect the validity of any other provision. This Agreement is governed by the laws of the State of Illinois without giving effect to its conflicts of laws principles.
19. Executive acknowledges and agrees that, except as set forth in this Agreement, Executive has received all payments and benefits to which Executive is entitled from the Company Group, and Executive is not entitled to any other compensation, benefits, or payments from the Company Group or any other Released Parties. Except as expressly provided in Sections 2, 3 and 4 of this Agreement, Executive will not be eligible to participate or continue to participate in any employee benefit plans or compensation arrangements of the Company Group subsequent to the Termination Date.
20. Notice. All notices and other communications hereunder shall be in writing; shall be delivered by hand delivery to the other party or mailed by registered or certified mail, return receipt requested, postage prepaid or by a nationally recognized courier service; shall be deemed delivered upon actual receipt; and shall be addressed as follows:
If to Kraft Heinz:
Kraft Heinz Company
200 E Randolph Street
Chicago, IL 60601
Attention: Office of the General Counsel
Email: Angel.Willis@kraftheinz.com
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With a copy (which shall not constitute notice) to:
Skadden, Arps, Slate, Meagher & Flom LLP
One Manhattan West
New York, NY 10001
Attention: Brandon Van Dyke, Esq.
Email: Brandon.VanDyke@skadden.com
If to the Executive: at the last address that Employer has in its personnel records for the Executive, with a copy (which shall not constitute notice) to:
Sterlington, PLLC
530 Fifth Avenue, Suite 804, New York, NY 10036
Attention: Jeremy L. Goldstein
Email: Jeremy.Goldstein@sterlingtonlaw.com; notices@sterlingtonlaw.com.
21. Legal Fees. Kraft Heinz shall pay or reimburse the Executive for the Executive’s legal fees and expenses incurred in negotiating, drafting, and reviewing this Agreement and related agreements, up to a maximum aggregate amount of $25,000.
22. Executive understands and agrees that (i) this Agreement is executed by Kraft Heinz on its own behalf and on behalf of each of its parents, subsidiaries, affiliates, successors, or assignees, (ii) that Executive’s obligations under this Agreement shall apply equally to Kraft Heinz and each of its parents, subsidiaries, affiliates, successors, or assignees, and (iii) that such entities may enforce this Agreement in their own name as if they were parties to this Agreement. Executive understands and agrees that this Agreement will be binding upon his heirs, executors, assigns, administrators, agents, and other legal representatives, and is made and will be for the benefit of Kraft Heinz, its parents, subsidiaries, affiliates, successors, and assignees. Without limiting the foregoing, Executive hereby agrees that the Company may assign this Agreement and its rights and obligations under this Agreement, without the need to obtain any further agreement on Executive’s part, to any successor to any of the Company’s assets or interests, whether by assignment, merger, consolidation, reorganization, reincorporation, sale of assets or stock, or otherwise. Without limiting the foregoing, it is the parties’ intention that each of the Released Parties are third party beneficiaries to this Agreement and that each of the Released Parties can legally enforce this Agreement.
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| /s/ Carlos Abrams-Rivera | Date: December 16, 2025 | |||
| Carlos Abrams-Rivera |
ACCEPTED FOR THE KRAFT HEINZ COMPANY
| By: | /s/ Miguel Patricio | |
| Title: | Executive Chairman | |
| Date: | December 15, 2025 | |
I received the Severance Separation Agreement and General Release on December 16, 2025.
Initials: CAR
EXHIBIT A
SUPPLEMENTAL WAIVER AND RELEASE AGREEMENT (this “Supplemental Agreement”)
[Not to be signed prior to the Termination Date]
Carlos Abrams-Rivera (“Executive”) and Kraft Heinz Foods Company (“Kraft Heinz”), the parties to the Severance Separation Agreement and General Release (“Original Agreement”) entered into on December , 2025 hereby agree to supplement the Original Agreement as follows:
1. Executive is aware of his legal rights concerning his employment with and termination from Kraft Heinz. Executive represents that he has not filed any complaints of any kind whatsoever with any local, state, federal, or governmental agency or court against Kraft Heinz based upon, or in any way related to, his employment with or separation from Kraft Heinz. Executive further represents that he understands that the monetary payments and other benefits provided for in the Original Agreement constitute a full and complete satisfaction of any claims, asserted or unasserted, knowing or unknown, that he has or may have against Kraft Heinz or an affiliate. Accordingly, in exchange for the monetary payments and other benefits provided for in the Original Agreement, which Executive acknowledges is greater than any payments and benefits that he would be entitled to receive absent the Original Agreement, Executive individually and on behalf of his spouse/partner, heirs, successors, legal representatives and assigns hereby unconditionally releases, dismisses, and forever discharges The Kraft Heinz Company (formerly known as H.J. Heinz Holding Corporation) and Kraft Heinz Foods Company (formerly known as the H.J. Heinz Company and the successor to Kraft Foods Group, Inc.), and each of their respective predecessors, successors, parents, subsidiaries, affiliated corporations, limited liability companies and partnerships, and all of their past and present shareholders, employee benefit plans and their administrators, officers, directors, fiduciaries, employees, assigns, representatives, agents, and counsel (collectively the “Released Parties”) from any and all claims, demands, liabilities, obligations, agreements, damages, debts, and causes of action arising out of, or in any way connected with, Executive’s employment with or separation from Kraft Heinz or any of the Released Parties. This waiver and release includes, but is not limited to, all claims and causes of action arising under or related to Title VII of the Civil Rights Act of 1964; the Civil Rights Act of 1991; the Civil Rights Act of 1866; the Age Discrimination in Employment Act of 1967, as amended by the Older Workers Benefit Protection Act of 1990 (the “ADEA”); the Americans with Disabilities Act; the Employee Retirement Income Security Act of 1974; the Sarbanes-Oxley Act of 2002; the Worker Adjustment and Retraining Notification Act; the Family and Medical Leave Act; the National Labor Relations Act; the Fair Credit and Reporting Act; the Genetic Information Nondiscrimination Act; the Immigration Reform and Control Act; the Equal Pay Act; the Federal Rehabilitation Act; the Illinois Human Rights Act; the Illinois Right to Privacy in the Workplace Act; the Illinois Worker Adjustment and Retraining Notification Act; the Illinois One Day Rest in Seven Act; the Illinois Union Employee Health and Benefits Protection Act; the Illinois Employment Contract Act; the Illinois Labor Dispute Act; the Illinois Victims’ Economic Security and Safety Act; the Illinois Whistleblower Act; the Illinois Equal Pay Act; the Illinois Gender Violence Act; the Illinois Biometric Information Privacy Act; the Illinois Constitution; the Cook County Human Rights Ordinance; and the Chicago Human Rights Ordinance (including all amendments to the foregoing statutes and including each of their respective implementing regulations); all state and federal statutes and regulations; any other federal, state or local law; all oral or written contract rights, including any rights under any Kraft Heinz incentive plan, program, or labor agreement; and all claims arising under common law including breach of contract, retaliation, defamation, intentional or negligent infliction of emotional distress, breach of public policy, negligence, tort, or for personal injury of any sort, or any other legal theory, whether legal or equitable (excepting those claims that cannot be waived by law (such as any right Executive may have to unemployment benefits, workers’ compensation and disability benefits) and rights to indemnification and expense advancement rights under any agreement, under applicable corporate law, under the by-laws or certificate of incorporation of any Released Party or as an insured under any director’s and officer’s liability insurance policy now or previously in force). It is understood that nothing in this general release is to be construed as an admission on behalf of the Released Parties of any wrongdoing with respect to Executive, any such wrongdoing being expressly denied.
Nothing in this Agreement is intended to interfere with the protected right to file a charge, report unlawful employment practices or criminal conduct, or participate in an investigation or proceeding conducted by the EEOC, the National Labor Relations Board, or other governmental or administrative agency or engaging in Protected Activities under Section 8 of the Original Agreement. Executive acknowledges, however, that he is waiving his right to any monetary recovery or relief in connection with any charge or to file an individual or class action lawsuit against the Released Parties individually and collectively. Notwithstanding anything herein to the contrary, nothing in this Agreement prohibits Executive from seeking and obtaining a whistleblower award from the Securities and Exchange Commission pursuant to Section 21F of the Exchange Act. Moreover, nothing in this Agreement limits Executive’s right to receive a statutory award for information provided to the Securities and Exchange Commission Further, nothing in this Agreement shall be construed to waive any right that is not subject to waiver by private agreement under federal, state, or local employment or other laws.
2. By signing below, Executive acknowledges that he has thoroughly read this Supplemental Agreement and that he has full understanding and knowledge of its terms and conditions. Executive also acknowledges that he has been advised to consult an attorney of Executive’s choosing prior to executing this Supplemental Agreement and that Executive is receiving benefits and payments to which he would not otherwise be entitled unless Executive signs this Supplemental Agreement. Executive agrees and acknowledges that this Supplemental Agreement includes, but is not limited to, a waiver of claims of age discrimination (if any) that Executive may assert under the ADEA and that this Supplemental Agreement does not release claims under the ADEA that may arise after the date on which Executive signs this Supplemental Agreement. By signing below, Executive acknowledges that he has thoroughly read this Supplemental Agreement and that he has full understanding and knowledge of its terms and conditions, and that Executive has voluntarily consented to the release set forth in Section 1 of this Supplemental Agreement and has entered into this Agreement freely, knowingly and voluntarily. Executive also acknowledges that he has been provided twenty (21) calendar days to consider the terms of this Supplemental Agreement. However, Executive may sign and return this Supplemental Agreement sooner if Executive wishes. Executive agrees that changes to this Supplemental Agreement, whether material or immaterial, do not restart the running of the twenty-one (21)-day period. Executive understands that if he signs this Supplemental Agreement, he may revoke this Supplemental Agreement within seven (7) calendar days after he signs it, and in the event of such revocation this Supplemental Agreement will not go into effect and Executive will not receive the payments or benefits that are being provided under Section 4 of the Original Agreement. Executive also understands that if he does not revoke this Supplemental Agreement within seven (7) calendar days after he signs it, this Supplemental Agreement will become complete, final and binding on Executive and Kraft Heinz on the eighth (8th) calendar day after the date Executive has signed and not timely revoked it, which will be the “Supplemental Release Effective Date” of this Supplemental Agreement. Executive will not be entitled to the payments and benefits set forth in Section 4 of the Original Agreement until Executive signs this Supplemental Agreement and returns the signed document to the Company, and the revocation period has expired and the Supplemental Release Effective Date has occurred. If Executive does not sign this Supplemental Agreement within such twenty-one (21) calendar day period, or signs this Supplemental Agreement and revokes Executive’s consent within such seven (7) calendar day period following his signature, the Company’s offer of the payments and benefits set forth in Section 4 of the Original Agreement shall be null and void; provided, however, that Executive’s release set forth in Section 13 of the Original Agreement shall remain in full force and effect.
3. The provisions of this Supplemental Agreement append and are in addition to the terms and conditions of the Original Agreement. This Supplemental Agreement shall not modify any portion of the Original Agreement and shall not amount to a material change in the terms and conditions of the Original Agreement or releases contained therein. Capitalized terms used but not defined in this Supplemental Agreement shall have the meanings ascribed to them in the Original Agreement.
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| Carlos Abrams-Rivera | Date |
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Exhibit 10.2
STEVE CAHILLANE
Dear Mr. Cahillane,
I am pleased to share our offer with you on the opportunity to join The Kraft Heinz Company (the “Company”) leadership team. We are confident that you, your skills and experience will be a terrific addition to the team. The purpose of this letter is to briefly summarize the details of our offer.
| Position: | CEO | |
| Location: | Chicago, Illinois | |
| Start Date: | Jan 1st, 2026 | |
Annual Base Salary: USD $1,400,000 (one million and four hundred thousand US dollars) gross prior to applicable taxes and deductions, payable over 26 bi-weekly periods. This position is exempt from the overtime provisions of the Fair Labor Standard Act.
Performance Bonus Plan (PBP)
You will be eligible to participate in the Performance Bonus Plan as provided by the plan terms and governing documents. This bonus opportunity is based on your base salary and attainment of specific key financial goals and team/individual performance objectives. The bonus target for your position is 225% (two hundred and twenty five percent) of your actual base salary.
Payment of a bonus in one year does not guarantee payment of a bonus in future years. Depending on results, your actual payout, if any, may be higher or lower and can reach a maximum of 270% of your base salary.
Bonus Investment Plan (BIP)
You will be eligible to participate in the voluntary Bonus Investment Plan (“BIP”) commencing in 2027 contingent upon the approval of the BIP by the Kraft Heinz Board of Directors. The BIP allows eligible employees to invest 35% of their earned annual net PBP bonus towards the purchase of shares of Company stock. The Company will then grant a matching award of 70% of the gross earned bonus, in the form of Restricted Stock Units (“Matching RSUs”). Under the current BIP rules these matching RSUs vest 50% on the 2nd anniversary of the grant date, and the remaining 50% will vest on the 3rd anniversary of the grant date, subject to your continued employment through the applicable vesting date. The exact number of units granted, and other details will be included in the award agreement which you will receive at the time of the grant. The grant date will be generally at the same time as when the LTI award is granted, following approval by the Kraft Heinz Board of Directors, which typically occurs in the first quarter annually.
Long-Term Incentive Plan (LTI)
You will be eligible to participate in the annual Long-Term Incentives Plan (the “LTI Plan”) as provided by the LTI Plan terms and governing documents, contingent upon the approval of the LTI Plan by the Kraft Heinz Board of Directors. This opportunity is based on the attainment of specific 3-year performance goals and time-based milestones. Your LTI notional annual target award is USD $9,000,000 (nine million US dollars) and it will be granted at the same time, same vesting conditions and generally in the same mix of PSUs and RSUs as all other Company executives.
Your first grant will be made in 2026, subject to approval of the LTI Plan by the Kraft Heinz Board of Directors, and the grant will be delivered in the form of 50% Performance Share Units (PSUs) and 50% Restricted Stock Units (RSUs). The grant date will be based on the first LTI award date following Board approval which typically occurs in the first quarter annually. The exact number of PSUs and RSUs granted and other details will be included in the award agreement which you will receive at such time that the award is granted. The award will vest 75% on the 3rd anniversary of the grant date, and the remaining 25% will vest on the 4th anniversary of the grant date, subject to your continued employment through the applicable vesting date. The PSU metrics and targets for 2026 will be approved by the Human Capital and Compensation Committee of the Kraft Heinz Board of Directors in the first quarter of 2026.
Long Term Incentive – One-Time Award
As an incentive to join the Company, you will receive a special one-time equity award as outlined in Addendum A of this document.
| Page 1 of 2 | MP SC (initial) |
Company Benefits & Perquisites
Effective on your start date, you will be eligible to participate in the Kraft Heinz Benefit Package for U.S. salaried employees. You will be provided with additional information on your start date.
You will also be eligible for an annual personal plane usage allowance of up to USD 200,000 (two hundred thousand dollars), less applicable taxes and deductions and to be used in accordance with Company policy and guidelines.
Paid Time Off (PTO) Entitlement
You will be eligible to receive twenty-eight (28) days of PTO per calendar year, as provided by the Company’s PTO policy. Under the Company’s PTO policy, you accrue PTO days throughout the calendar year. You will earn PTO days as the year passes based on your PTO allotment. Our PTO policy allows you the flexibility to schedule and take PTO days before they are accrued based on an agreement that those days will be paid back to the Company should you leave the Company before accruing the days taken.
Company Holidays
The Company observes eleven (11) standard holidays, plus one (1) floating holiday to be used on any day of your choosing within the calendar year.
Separation
If you are terminated by the Company not for Cause (as defined in the Severance Plan), your severance entitlements will be governed by the Kraft Heinz Company Amended & Restated Severance Pay Plan for Salaried Employees (the “Severance Plan”). If you experience a qualifying termination in connection with a Change in Control, your severance entitlements will be governed by The Kraft Heinz Company Change in Control Severance Plan (the “CIC Plan”).
Response Date
Please formally accept this offer of employment by December 15th, 2025 by initialing each page, signing below and returning the entire document to rodolfo.camacho@kraftheinz.com.
This offer also is made contingent upon your completion of a satisfactory background check, including your criminal history as well as verification of your employment history, education and social security number and your authorization to lawfully work for the Company in the position and location offered above. You acknowledge and understand that the Company may revoke this offer, notwithstanding that you may have already accepted the offer by signing below and without liability or further obligations to you, in the event that the results of any of the foregoing components of your background check are not satisfactory or for any other reason in the Company’s sole discretion.
The above describes in part our current policies, plans, programs, and perquisites. The Company reserves the right to amend, modify or delete such policies, programs, and perquisites at any time. In addition, this letter is not intended to be and should not be construed to be a contract or offer of employment for any specific term. The Company reserves the right to adjust its compensation programs, including the Performance Bonus Plan, the Bonus Investment Plan, and equity awards plan design, and are operated at the discretion of the Employer. By signing below you acknowledge and agree that your employment with the Company is and at all times shall be “at will,” meaning that it may be terminated by either you or the Company at any time, with or without cause or notice.
We look forward to you joining us in this new capacity at Kraft Heinz.
Best regards,
| /s/ Miguel Patricio |
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| Miguel Patricio | ||||
| Executive Chairman | ||||
| /s/ Steve Cahillane |
December 15, 2025 | |||
| Steve Cahillane | Date | |||
| Page 2 of 2 | MP SC (initial) |
Addendum A
STEVE CAHILLANE
Dear Mr. Cahillane,
Special Long-Term Incentive Award
As an incentive to join the Company, you will receive a special one-time equity award with a target value of USD $11,000,000 (eleven million US dollars), composed of 50% Performance Share Units (PSUs) and 50% Restricted Share Units (RSUs). The award will be granted on Jan 30, 2026, subject to the approval of the Kraft Heinz Board of Directors. The exact number of PSUs and RSUs granted, which will be determined based on the closing price on the grant date, and other details will be included in the award agreement which you will receive at such time that the award is granted. This opportunity is subject to the attainment of specific 3-year performance goals and time-based milestones.
The Special Long-Term Incentive Award will be subject to a specific vesting schedule:
| • | The RSUs will vest in substantially equal amounts on each of the first three anniversaries of the grant date, subject to your continued employment through the applicable vesting date. |
| • | The PSUs will vest on the third anniversary of the grant date, subject to the achievement and certification of the performance goals and your continued employment through the vesting date. |
PSU Performance Conditions:
| • | The PSUs certification will be based on Relative TSR (rTSR) for the performance period starting 1/1/2026 and ending 12/31/2028. |
| • | Relative TSR will be measured against constituent companies in the S&P 500 Consumer Staples Index. |
| • | TSR calculation will consider average stock price and dividends in the last three fiscal months at the end of the assessed period (ending period = Q4 2028) and three fiscal months in the period immediately preceding the beginning of assessed period (starting period = Q4 2025) |
| • | If rTSR is below the 25th percentile, the PSU payout will be zero. At the 25th percentile, the PSU payout will be 25% of target. At the 50th percentile, the payout will be 100% of target. At or above the 75th percentile, the payout will be 150% of target. Payout for achievement between points will be interpolated. |
| • | Payments are capped at 100% of target if absolute TSR is negative for the 3-year period. |
If you are terminated by the Company not for Cause (as defined in the Severance Plan), subject to your execution of a general release of claims in the form provided by the Company and continued compliance with any restrictive covenants, the unvested RSUs from the special long-term incentive award will vest in full with no waiting period and unvested PSUs from the special long-term incentive award will vest in full, subject to completion of the performance period. The measurement and distribution of the PSUs will be based on the actual performance metric achievement ending December 2028 and subject to certification by the Board of Directors in January 2029.
I hereby accept the offer and terms and conditions:
| /s/ Steve Cahillane |
December 15, 2025 | |||
| Steve Cahillane | Date |
Exhibit 99.1
The Kraft Heinz Company Names Steve Cahillane Chief Executive Officer
| • | Steve Cahillane will join Kraft Heinz as CEO on January 1, 2026 |
| • | Following the Company’s planned separation into two independent, publicly traded companies, Cahillane will serve as CEO of Global Taste Elevation Co. |
| • | Carlos Abrams-Rivera will serve as an advisor through March 6, 2026; Board will initiate a CEO search for North American Grocery Co. |
| • | John T. Cahill will succeed Miguel Patricio as Board Chair as part of the transition |
PITTSBURGH & CHICAGO – December 16, 2025 – The Kraft Heinz Company (Nasdaq: KHC) (“Kraft Heinz” or the “Company”) today announced that it has named Steve Cahillane as Chief Executive Officer of the Company, effective January 1, 2026. He will also join the Company’s Board of Directors and serve as CEO of Global Taste Elevation Co. following Kraft Heinz’s planned separation into two independent, publicly traded companies. Carlos Abrams-Rivera will step down January 1 and serve as an advisor to the Company until March 6, 2026, to ensure a seamless leadership transition.
“I am honored to be joining Kraft Heinz as CEO at such a pivotal and exciting time,” said Cahillane. “Like millions of people around the world, I have a deeply personal connection to the Kraft Heinz brands, dating back to my childhood. I’ve devoted my entire career to building brands, and the opportunity to do the same with Kraft Heinz’s iconic portfolio is a dream come true. I’m confident the planned separation will accelerate the Company’s ability to compete and win in today’s environment and unlock the immense opportunity in front of us. I’m looking forward to working with the team to write this exciting next chapter together.”
Cahillane brings a wealth of industry experience to Kraft Heinz, having most recently served as Chairman, President and CEO of Kellanova until its recent acquisition by Mars, Incorporated. During his time at the helm of Kellanova, Cahillane led the company through a period of transformative growth, overseeing the expansion of the company’s iconic global brand portfolio, including Pringles®, Cheez-It®, Pop-Tarts®, Kellogg’s® (International) and other beloved household staples. He also led Kellogg Company through the successful separation of its North American cereal business and the launch of Kellanova, a global snacking powerhouse. Over the course of his thirty-plus-year career, Cahillane has held senior executive roles at The Nature’s Bounty Co., The Coca-Cola Company and AB InBev.
“Steve is uniquely qualified to lead this organization into the future, and we are delighted he will be taking on the role of CEO. His track record and experience in the industry are unparalleled and will be invaluable as we embark on this next chapter,” said Miguel Patricio, Chair of the Board, Kraft Heinz. “On behalf of the Board and everyone at Kraft Heinz, we are incredibly grateful to Carlos for his many contributions to the Company, serving not only as CEO but in other critical leadership roles. Carlos helped transform the Company into a more agile and innovative organization and laid the groundwork for the upcoming separation. We are excited about the road ahead for Kraft Heinz.”
As part of the leadership transition, John T. Cahill, Vice Chair of Kraft Heinz’s Board, who previously served as CEO of Kraft prior to the combination with Heinz, will become Board Chair. Cahill will continue to lead the Board’s Separation Committee, which he has led since its formation earlier this year. Miguel Patricio will continue to serve as a Board Member of Kraft Heinz. The Board will also initiate a global search for a CEO to lead North American Grocery Co.
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“I want to express the Board’s deep gratitude to Miguel for stepping in to help prepare the Company and leadership team for the proposed separation. With this transition, he will now be able to focus on his many other commitments, while continuing to serve on the Board of Kraft Heinz,” said John T. Cahill, Vice Chair of the Board, Kraft Heinz. “I look forward to taking on the role of Chair as we usher in an exciting new era for the Company, with Steve Cahillane at the helm.”
About Steve Cahillane
Steve Cahillane served as CEO of Kellanova, previously Kellogg Company, from October 2017 until it was acquired by Mars, Incorporated in December 2025. Prior to Kellogg, in 2014, Cahillane assumed the role of President and Chief Executive Officer at The Nature’s Bounty Co., the largest global pure-play manufacturer, marketer and specialty retailer of health and wellness products. Prior to Nature’s Bounty, Cahillane spent seven years with The Coca-Cola Company, most recently as President of Coca-Cola Americas, the global beverage maker’s largest business with $25 billion in sales. Prior to Coca-Cola, he spent eight years with AB InBev.
Cahillane serves on the Northwestern University Board of Trustees, the Smithsonian National Board, and the Colgate-Palmolive Board of Directors. He holds a Bachelor of Arts degree in Political Science from Northwestern University and a Master of Business Administration degree from Harvard University.
About the Planned Separation
Following a thorough evaluation of potential strategic transactions, Kraft Heinz announced in September of 2025 that it was separating into two standalone companies, Global Taste Elevation Co. and North American Grocery Co. Both companies, which will be named later, will have greater strategic and operational focus to serve customers, delight consumers and accelerate performance. The separation is designed to maximize Kraft Heinz’s capabilities and brands while reducing complexity, allowing both new companies to more effectively deploy resources toward their distinct strategic priorities. The proposed separation is intended to be tax-free for Kraft Heinz and its shareholders. Kraft Heinz currently expects the transaction to close in the second half of 2026. The transaction will follow the satisfaction of customary conditions, including final approval by the Kraft Heinz Board of Directors, receipt of a tax opinion with respect to the tax-free nature of the separation and effectiveness of appropriate filings with the U.S. Securities and Exchange Commission.
ABOUT THE KRAFT HEINZ COMPANY
We are driving transformation at The Kraft Heinz Company (Nasdaq: KHC), inspired by our Purpose, Let’s Make Life Delicious. Consumers are at the center of everything we do. With 2024 net sales of approximately $26 billion, we are committed to growing our iconic and emerging food and beverage brands on a global scale. We leverage our scale and agility to unleash the full power of Kraft Heinz across a portfolio of eight consumer-driven product platforms. As global citizens, we’re dedicated to making a sustainable, ethical impact while helping feed the world in healthy, responsible ways. Learn more about our journey by visiting www.kraftheinzcompany.com or following us on LinkedIn.
Forward-Looking Statements
This press release contains a number of forward-looking statements as defined under U.S. federal securities laws, including, but not limited to, statements relating to the proposed separation of Kraft Heinz into two companies, including the timing and structure of such separation, the characteristics of the separated businesses and the expected benefits of the separation, future operating and financial performance and long-term strategy. Words such as “aim,” “anticipate,” “aspire,” “believe,” “commit,” “could,” “estimate,” “expect,” “guidance,” “intend,” ”may,” “might,” “outlook,” “plan,” “predict,” “project,” “seek,” “will,” “would,” and variations of such words and similar future or conditional expressions are intended to identify forward-looking statements. These statements are based on management’s beliefs, expectations, estimates, and projections at the time they are made and are not guarantees of future performance. There can be no guarantees with respect to whether the proposed separation will be completed on the proposed timetable or at all. Such statements are subject to a number of risks and uncertainties, many of which are difficult to predict and beyond our control, which could cause actual results to differ materially from those indicated in the forward-looking statements. Important factors that may cause actual results to differ materially from those in the forward-looking statements include, but are not limited to, the ability to effect the separation and to meet the conditions related thereto; the ability of the separated companies to each succeed as a standalone publicly traded company; negative effects of the announcement or pendency of the spin-off transaction on the market price of Kraft Heinz’s securities and/or on Kraft Heinz’s financial performance; the possibility that the separation will not be completed within the anticipated time period or at all; the possibility that the separation will not achieve its intended benefits; the possibility of disruption, including disputes, litigation or unanticipated costs in connection with the separation; the impact of the separation on Kraft Heinz’s businesses and the risk that the separation may be more difficult, time-consuming or costly than expected, including the impact on Kraft Heinz’s resources, systems, procedures and controls, diversion of management’s attention and the impact and possible disruption of existing relationships with regulators, customers, suppliers, employees and other business counterparties; the ability to achieve anticipated capital structures in connection with the separation, including the future availability of credit and factors that may affect such availability; the ability to achieve anticipated credit ratings in connection with the separation; the ability to achieve anticipated tax treatments in connection with the separation and future, if any, divestitures, mergers, acquisitions and other portfolio changes and the impact of changes in relevant tax and other laws and regulations; the uncertainty of obtaining regulatory approvals in connection with the separation; evolving legal and regulatory regimes; and changes in general economic and/or industry specific conditions; as well as other factors described in the risk factors set forth in the Company’s filings with the U.S. Securities and Exchange Commission, including our most recently filed Annual Report on Form 10-K and subsequent reports on Forms 10-Q and 8-K. The Company disclaims and does not undertake any obligation to update, revise, or withdraw any forward-looking statement in this press release, except as required by applicable law or regulation.
Media Contact:
Jayne Rosefield / Dave Carlson
KraftHeinz@brunswickgroup.com
media@kraftheinz.com
Investor Contact:
ir@kraftheinz.com
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