Summery Compensation Table

home BACK THE DETAILED COCA-COLA DIRECTORS PAGE

EXECUTIVE COMPENSATION

Compensation paid in 1995 and the two prior fiscal years to the Company's Chief Executive Officer and the Company's four other most highly compensated executive officers.

                           SUMMARY COMPENSATION TABLE
 
      
 
                                                               LONG-TERM COMPENSATION
                                                        -------------------------------------
                                                                      SECURITIES
                                          UNDERLYING                  ALL
ANNUAL COMPENSATION         RESTRICTED     OPTIONS/                  OTHER
 NAME AND PRINCIPAL    ------------------------------     STOCK          SAR          LTIP      COMPEN-
      POSITION         YEAR     SALARY       BONUS      AWARDS(9)     AWARDS(#)    PAYOUTS(11)  SATION(12)
---------------------  ----   ----------   ----------   ----------    ----------   ----------   --------
                                                                                   
Roberto C. Goizueta    1995   $1,680,000(5) $3,200,000(7) $        0   1,000,000   $1,463,616   $176,446
  Chairman of the      1994    1,548,167(5)  2,823,000(7)          0           0    1,463,616    150,522
  Board and Chief      1993    1,454,000(5)  2,200,000(8)          0           0    1,380,816    138,724
  Executive Officer
M. Douglas Ivester(1)  1995      646,250     1,000,000(7)          0     250,000      574,560     67,287
  President            1994      567,500       600,000(7)          0     250,000      522,288     50,337
  and Chief            1993      520,000       270,000(8)          0     320,000      492,696     47,613
  Operating Officer
John Hunter(2)         1995      530,000       350,000(7)          0      30,000      574,560     39,331
  Executive Vice       1994      512,500       350,000(7)          0      80,000      574,560     31,460
  President            1993      486,250       240,000(8)    654,375(10) 245,000      361,920     25,740
Jack L. Stahl(3)       1995      401,583       290,000(7)          0      60,000      522,288     49,302
  Senior Vice          1994      400,140(6)    260,000(7)          0      60,000      522,288     36,527
  President            1993      379,282(6)    180,000(8)    654,375(10)  30,000      492,696     33,737
Sergio S. Zyman(4)     1995      370,000       270,000(7)  1,435,000(10)  50,000      338,976     43,087
  Senior Vice          1994      348,333       235,000(7)    759,375(10)  75,000      332,640     24,857
  President            1993      116,233        76,000(8)  1,308,750(10)  51,000           --     15,215

(1) Compensation for the last 8 1/2 months of 1993 and the first 6 ½ months of 1994 reflects service in position as Principal Operating Officer of the Company's North America Business Sector. Compensation for the last 5 ½ months of 1994 reflects service in new position as President and Chief Operating Officer.
(2) Mr. Hunter retired from the Company on February 29, 1996. Compensation for 1993 reflects 8 1/2 months of service in new position as Principal Operating Officer of the Company's former International Business Sector.
(3) Compensation for 1994 reflects 5 1/2 months of service in new position as President of the Company's Coca-Cola USA Division.
(4) Compensation for 1993 reflects 4 1/2 months of service in new position as Chief Marketing Officer.
(5) Includes $180,000 in deferred compensation. The Company credits $15,000 monthly to a deferred account for Mr. Goizueta on the Company's books. Amounts credited to the account plus interest thereon will be paid to him in ten annual installments, commencing one year after termination of his employment with the Company. In the event of Mr. Goizueta's disability or death prior to payment of all amounts deferred under this agreement, the balance will be paid to Mr. Goizueta or his beneficiary.
(6) Includes fees paid to Mr. Stahl in 1993 and 1994 by Coca-Cola Amatil Limited, in which the Company then held a temporary majority interest, for service as a director as follows: approximately U.S.$24,282 for 1993, and approximately U.S.$13,140 for 1994. The Company played no role in the determination or authorization of such fees.
(7) Under the Executive Performance Incentive Plan approved by the share owners of the Company in 1994, cash awards are made to participants based upon the individual's contributions to the improvement of operating results, growth, profitability and efficient operation of the Company. Awards are paid to participants annually during the year following the Executive Performance Incentive Plan year after certification of performance goals. In the event of a change in control, participants earn the right to receive awards equal to the target percentage of their annual salaries as if their performance goals had been met, pro-rated to reflect the number of months a participant was employed in the plan year. Under this Plan, awards for 1995 were made as follows: $2,800,000 to Mr. Goizueta, $533,000 to Mr. Ivester, $295,000 to Mr. Hunter, $258,000 to Mr. Stahl and $233,000 to Mr. Zyman. In consideration of the contributions of each executive officer, the Compensation Committee also granted discretionary awards for 1995 as follows: $400,000 to Mr. Goizueta, $467,000 to Mr. Ivester, $55,000 to Mr. Hunter, $32,000 to Mr. Stahl and $37,000 to Mr. Zyman.
(8) Under the Annual Performance Incentive Plan, cash awards are made to participants based upon the individual's contribution to the attainment of overall Company objectives and individual goals. Awards are paid to participants annually during the year following the Annual Performance Incentive Plan year.In the event of a change in control, participants earn the right to receive awards equal to the target percentage of their annual salaries as if their performance goals had been met, pro-rated to reflect the number of months a participant was employed in the plan year.
(9) Share owners should be aware that the Company's restriction periods are significantly longer than those customarily found in restricted stock award plans. For example, restrictions on one named executive officer's first award under the 1983 Restricted Stock Award Plan will not lapse, assuming he does not die or become disabled and that no change in control occurs, for a minimum of 22 years and a maximum of 32 years from the date of grant.
Under the 1983 Restricted Stock Award Plan, restrictions on awards granted prior to 1991 lapse when the recipient retires, becomes disabled or dies, or upon a change in control. Currently, restrictions on awards granted in and after 1991 pursuant to the 1983 Restricted Stock Award Plan and awards granted pursuant to the 1989 Restricted Stock Award Plan lapse when the participant retires at or after age 62 on a date which is at least five years from the award date, becomes disabled or dies, or upon a change in control.
Restrictions on the award granted under the 1982 Restricted Stock Award Agreement between the Company and Mr. Goizueta lapse when the recipient retires, becomes disabled or dies, or upon a change in control. The aggregate restricted stock holdings at the end of 1995 for Mr. Goizueta were 5,616,000 shares (value at year end equaled $416,988,000, which is 472% of the value at grant dates); for Mr. Ivester, 700,000 shares (value at year end equaled $51,975,000, which is 766% of the value at grant dates); for Mr. Hunter, 265,000 shares (value at year end equaled $19,676,250, which is 305% of the value at grant dates); for Mr. Stahl, 183,000 shares (value at year end equaled $13,587,750, which is 326% of the value at grant dates); and for Mr. Zyman, 65,000 shares (value at year end equaled $4,826,250, which is 138% of the value at grant dates). The restricted stock was awarded pursuant to the 1982 Restricted Stock Award Agreement, the 1983 Restricted Stock Award Plan and the 1989 Restricted Stock Award Plan.
Dividends on all stock awards are paid at the same rate as paid to all share owners. The 1983 Restricted Stock Award Plan and the 1982 Restricted Stock Award Agreement provide for the Company to make cash payments to recipients of awards made pursuant to these plans in amounts equal to the recipients' income tax liability on these awards when the restrictions lapse. Receipt of these cash payments also causes recipients to incur income tax liability, but no cash payments are made to the recipients to offset this liability. No cash payments for reimbursement of any income tax liability are provided under the 1989 Restricted Stock Award Plan.
The shares awarded under these plans have been adjusted, as necessary, to reflect the 2-for-1 stock split that occurred on May 1, 1992, the 2-for-1 stock split that occurred on May 1, 1990, and the 3-for-1 stock split that occurred on June 16, 1986.
(10) These restricted stock awards were made pursuant to the 1989 Restricted Stock Award Plan. Thus, as was discussed in footnote 9, all income taxes resulting from these awards are the responsibility of the recipient.
(11) Includes the entire amounts of the awards for the three-year periods ending December 31, 1995, 1994 and 1993, respectively, although one-half of each such amount is subject to forfeiture if the recipient leaves the employ of the Company prior to December 31, 1997, and December 31, 1996, respectively, except by reason of retirement, death or disability or unless pursuant to a change in control. Mr. Zyman's awards for 1994 and 1995 reflect theoretical participation and are meant to reimburse him for loss of income incurred upon joining the Company.
(12) For 1995, includes: for Mr. Goizueta: $4,500 contributed by the Company to The Coca-Cola Company Thrift Plan (the "Thrift Plan", described below), $166,502 accrued under The Coca-Cola Company Supplemental Benefit Plan (the "Supplemental Plan", described below), and $5,444 in above-market interest credited on amounts deferred under the Company's 1986 Compensation Deferral and Investment Program (the "CDIP", described below); for Mr. Ivester: $4,500 contributed by the Company to the Thrift Plan, $47,829 accrued under the Supplemental Plan, and $14,958 in above-market interest credited on amounts deferred under the CDIP; for Mr. Hunter: $4,500 contributed by the Company to the Thrift Plan and $34,831 accrued under the Supplemental Plan; for Mr. Stahl: $4,500 contributed by the Company to the Thrift Plan, $29,844 accrued under the Supplemental Plan, and $14,958 in above-market interest credited on amounts deferred under the CDIP; and for Mr. Zyman: $4,500 contributed by the Company to the Thrift Plan, $23,629 accrued under the Supplemental Plan, and $14,958 in above-market interest credited on amounts deferred under the CDIP.
The Thrift Plan is a tax-qualified defined contribution plan intended to satisfy the requirements of Section 401(k) of the Internal Revenue Code. The Company contributes to each participant's account maintained under the Thrift Plan an amount of Company stock equal to 100% of the participant's contributions to the Thrift Plan but not more than 3% of (a) the participant's earnings or (b) $150,000 for 1995, whichever is lower.
The Supplemental Plan provides a benefit to any eligible individual for whom the 3% matching contribution would otherwise be in excess of the maximum permitted under the Thrift Plan. The difference between the theoretical Company matching contribution under the Thrift Plan for each participant, without regard to the legally imposed maximum, and the maximum contribution permitted under the law is used to determine the number of theoretical shares of Common Stock of the Company which would have been purchased for the participant's account in the absence of the IRS limitation on participant earnings of $150,000 for 1995. The value of the accumulated theoretical shares, including dividends, is paid in cash to the individual at termination of employment. A participant will forfeit all rights to future benefits under the Supplemental Plan if the participant engages in competition with the Company following termination of employment.
The CDIP, as amended, permitted salaried employees of the Company and certain of its subsidiaries whose base annual salary was at least $50,000, to defer, on a one-time basis, up to $50,000 of the compensation earned between May, 1986 and April, 1987. Amounts deferred are expected to be credited with annual compound interest at a variable annual rate of at least 16%. The rate for the period from May, 1995 through April, 1996 is 16.52%. At enrollment, each participant elected a method of distribution either (a) as a level annuity payable from the date of retirement until attainment of age 80, or (b) split between pre-retirement payments commencing no earlier than 1993 and a level annuity payable from the date of retirement until attainment of age 80.Participants are allowed to make a one-time election to defer the commencement of monthly annuity payments until the earlier of age 65 or death. This election is, generally, only effective if the participant terminates employment at least one year after making the election and after reaching early retirement age under the Company's pension plan. If a participant terminates employment prior to early retirement age, the amounts credited, generally, will be paid out in a lump sum in cash when the participant no longer is an employee of the Company or participating subsidiaries.

home BACK THE DETAILED COCA-COLA DIRECTORS PAGE