PRE 14A 1 a2021proxy.htm PRE 14A Document

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

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ýPreliminary Proxy Statement
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¨Definitive Proxy Statement
¨Definitive Additional Materials
¨Soliciting Material Pursuant to § 240.14a-11(c) or §240.14a-12

KELLOGG COMPANY
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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In accordance with Rule 14a-6(d) under Regulation 14A of the Securities Exchange Act of 1934, as amended, please be advised that Kellogg Company intends to release definitive copies of the proxy statement to shareowners on or about March 10, 2021.
Message from the Chairman and
Chief Executive Officer
KELLOGG COMPANY,
BATTLE CREEK,
MICHIGAN 49017-3534
Dear Shareowner:
On behalf of the Board of Directors, it is our pleasure to invite you to attend the 2021 Annual Meeting of Shareowners of Kellogg Company. The meeting will be held at 1:00 p.m. Eastern Time on April 30, 2021. Due to concerns relating to the coronavirus (COVID-19) pandemic, and to support the health and well-being of our Shareowners and employees, this year’s Annual Meeting will be virtual and will be held entirely online via live webcast at www.virtualshareholdermeeting.com/K2021. There will not be an option to attend the meeting in person.
The following pages contain the formal Notice of the Annual Meeting and the Proxy Statement. Please review this material for information concerning the business to be conducted at the meeting and the nominees for election as Directors.
We are pleased to take advantage of the Securities and Exchange Commission rules that allow companies to furnish proxy materials to their shareowners on the Internet. We believe these rules allow us to provide our Shareowners with the information they need, while lowering the costs of delivery and reducing the environmental impact of our Annual Meeting.
While you will not be able to attend the Annual Meeting at a physical location, we have designed the virtual Annual Meeting to ensure that our Shareowners are given the same rights and opportunities to actively participate in the Annual Meeting as they would at an in-person meeting, using online tools to facilitate Shareowner access and participation. Attendance at the Annual Meeting will be limited to Shareowners only. You are entitled to participate in the Annual Meeting if you were a Shareowner as of the close of business on March 2, 2021, the record date, or hold a legal proxy for the meeting provided by your bank, broker, or nominee. To be admitted to the Annual Meeting at www.virtualshareholdermeeting.com/K2021 (the “Annual Meeting Website”), you must enter the 16-digit control number found on your proxy card, voting instruction form or notice. You may vote your shares and submit your questions during the Annual Meeting by following the instructions available on the Annual Meeting Website during the meeting. If you do not have access to the Internet and are interested in attending, please contact Kellogg Investor Relations at (269) 961-2800, or (844) 986-0822 (US) or (303) 562-9302 (International).
If any Shareowner needs special assistance at the meeting, please contact Shareowner Services at (269) 961-2800 or by email at investor.relations@kellogg.com.
Your vote is important. Whether or not you plan to attend the meeting, we urge you to vote your shares, and to do so as soon as possible. You may vote your shares via a toll-free telephone number or over the Internet. If you received a paper copy of the proxy or voting instruction card by mail, you may sign, date and mail the card in the envelope provided.
Sincerely,
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Steve Cahillane
Chairman and Chief Executive Officer
March , 2021
2021 Proxy Statement
1


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One Kellogg Square
Battle Creek, Michigan 49017-3534
Notice of the Annual Meeting of Shareowners
Background
 
Date and TimeVirtual MeetingRecord Date
 
 
April 30, 2021
at 1:00 p.m. Eastern Time
Live webcast at
www.virtualshareholdermeeting.com/K2021
Only Shareowners of record at the close of business on March 2, 2021 will receive notice of and be entitled to vote at the meeting or any adjournments.
 
Voting Items
ProposalBoard Voting Recommendation
1.To elect four Directors for a three-year term to expire at the 2024 Annual Meeting of Shareowners
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FOR each director nominee
2.To vote on an advisory resolution to approve executive compensation
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FOR
3.To ratify the Audit Committee’s appointment of PricewaterhouseCoopers LLP for our 2021 fiscal year
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FOR
4.To consider and act upon a management proposal to reduce supermajority vote requirements
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FOR
5.To consider and act upon a Shareowner proposal to adopt shareowner right to call a special meeting, if properly presented at the meeting 

No Recommendation
Shareowners will also take action upon any other matters that may properly come before the meeting, or any adjournments thereof.
Due to concerns relating to the coronavirus (COVID-19) pandemic, and to support the health and well-being of our Shareowners and employees, this year’s Annual Meeting will be virtual and will be held entirely online via live webcast at www.virtualshareholdermeeting.com/K2021. There will not be an option to attend the meeting in person.
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be held on April 30, 2021: the Proxy Statement and 2020 Annual Report are available at https://investor.kelloggs.com/financials/sec-filings.
We look forward to seeing you there.
By Order of the Board of Directors,
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Gary Pilnick
Vice Chairman and Secretary
March , 2021
2
Kellogg Company


About Kellogg Company
  
Over 1,000 products marketed
in 180 Countries
2020 Sales:
~ $13.8B
World’s Leading
cereal company
                                                                                                                                                                                                                                                      
   
World’s 2nd Largest
savory snack company
A leading global plant-based
foods company
Leading North American frozen
foods company
   
MANUFACTURING OPERATIONS ACROSS THE GLOBE:
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2021 Proxy Statement
3

About Kellogg Company
 
 “I'll invest my money in people.”
W.K. Kellogg – Founder of Kellogg Company
 
We Live Our Values
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Our values are part of our DNA. They guide us, and we live them every day as we work with our customers, consumers, and business partners, in our communities and with each other.
We Act with Integrity and
Show Respect
We are All AccountableWe Are Passionate About
What We Do
 
 
We Have the Humility and
Hunger to Learn
We Strive for SimplicityWe Love Success
 
Our Business Employee Resource Groups
With eight established Business Employee Resource Groups (BERGs), we continue to be a workplace focused on inclusion at all levels.
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KVETS & SUPPORTERSKELLOGG
MULTINATIONAL
EMPLOYEE RESOURCE
GROUP (KMERG)
KELLOGG’S YOUNG
PROFESSIONALS (YP)
KELLOGG AFRICAN
AMERICAN RESOURCE
GROUP (KAARG)
  
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WOMEN OF
KELLOGG (WOK)
HOLA (OUR LATINO RESOURCE GROUP)KPride & Allies (KPA) (OUR BERG FOR LBGTQ+ AND THEIR ALLIES)KAPABLE (OUR BERG FOR
PEOPLE WITH DISABILITIES
AND THEIR SUPPORTERS)
Select 2020 Recognition
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AMERICA’S MOST
TRUSTED BRANDS
(MORNING CONSULT)
DIVERSITY INC. -
TOP 50 COMPANIES
FOR DIVERSITY
FORBES - AMERICA’S
BEST EMPLOYERS FOR
DIVERSITY (TOP 500)
ETHISPHERE INSTITUTE -
WORLD'S MOST ETHICAL
COMPANIES (2020)
FORBES - WORLD'S
BEST EMPLOYERS (2020)
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logo_baron1.jpg
logo_dowjones1.jpg
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FORTUNE - WORLD'S
MOST ADMIRED
COMPANIES (2020)
BARRON'S-TOP 100
"MOST SUSTAINABLE
COMPANIES" (2020)
DOW JONES
SUSTAINABILITY
INDICES (2020)
FTSE4GOOD (2020)INTERBRAND'S, "BEST
GLOBAL BRANDS" (2020)
4
Kellogg Company


Proxy Voting Roadmap
You have received these proxy materials because our Board of Directors is soliciting your proxy to vote your shares at the 2021 Annual Meeting of Shareowners of Kellogg to be held at 1:00 p.m. Eastern Time on Friday, April 30, 2021 or any adjournments thereof. This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information that you should consider, and you should read the entire Proxy Statement carefully before voting. Page references are supplied to help you find further information in this proxy statement.
PROPOSAL 1
Election of Directors to Our Board
See further information beginning on page 9
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The Board recommends a vote FOR Carter Cast, Zack Gund, Don Knauss and Mike Schlotman.
Board Demographics Following 2021 Annual Meeting
 
Diversity
~ 42% of our Directors are women; ~ 58% of our Directors are men
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Tenure
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Independence
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Designated Lead Director serves a variety of roles (see page 18)
Audit, Compensation and Talent Management, and Nominating and Governance Committees are composed solely of independent Directors, each with a different Director serving as Committee chair
 
Age
61 years average age
 
2020 Activity
Held 8 Board meetings and 20 Board Committee meetings in 2020
100% attendance rate at Board and Board Committee meetings

2021 Proxy Statement
5

Proxy Voting Roadmap
PROPOSAL 2
Advisory Resolution to Approve
Executive Compensation
See further information beginning on page 31
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The Board recommends a vote FOR the resolution approving the compensation of the Company's Named Executive Officers.
Core Principles
The core principles that underpin our executive compensation program include the following:
Pay for Performance
Shareowner Alignment
Values-Based
Mitigating Risk
Our Pay is Closely Linked to Performance
As set forth in our core principles, Kellogg's compensation program is designed to have a significant portion of an NEO’s compensation linked to our performance. We accomplish this by utilizing “performance-based” pay programs like our annual incentive plan, stock option plan and three-year executive performance plan, and by limiting perquisites.
CEO
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Other NEOs
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Kellogg Company

Proxy Voting Roadmap
PROPOSAL 3
Ratification of PricewaterhouseCoopers LLP as Our Independent Registered Public Accounting Firm
See further information beginning on page 61
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The Board recommends a vote FOR the ratification of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm.
PricewaterhouseCoopers LLP is an independent registered public accounting firm with an extensive familiarity with the Company.
PROPOSAL 4
Management Proposal to Reduce Supermajority Vote Requirements
See further information beginning on page 64
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The Board recommends a vote FOR the proposed amendments to the Certificate of Incorporation and bylaws to reduce supermajority Shareowner vote requirements.
After considering a variety of topics, including the results of the shareowner proposal in 2020, the Board has determined that it would be in the best interests of the Company and our Shareowners to amend Kellogg’s Certificate of Incorporation and bylaws to replace each voting requirement that calls for approval by two-thirds of outstanding shares with a majority of outstanding shares.
PROPOSAL 5
Shareowner Proposal to Adopt Shareowner Right to Call A Special Meeting
See further information beginning on page 65
The Board makes no recommendation on this Proposal.
The Board believes there are a variety of valid perspectives with respect to the right of shareowners to call special meetings. As such, the Board has determined to use this proposal to provide the opportunity for Shareowners to express their views on this topic, and the Board will respond accordingly.
2021 Proxy Statement
7


Contents
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Board Voting Recommendation
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Kellogg Company


Board and Corporate Governance
PROPOSAL 1
Election of Directors
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The Board recommends a vote FOR each director nominee.
For more than 110 years, consumers have counted on Kellogg for great-tasting, high-quality and nutritious foods. These foods include snacks, such as crackers, savory snacks, toaster pastries, cereal bars and bites; and convenience foods, such as, ready-to-eat cereals, frozen waffles, veggie foods and noodles. Kellogg products are manufactured and marketed globally. As such, we believe that in order for our Board to effectively guide Kellogg to long-term sustainable, dependable performance, it should be composed of individuals with sophistication and experience in the many disciplines that impact our business. In order to best serve Kellogg and our Shareowners, we seek to have a Board, as a whole, that is competent in key corporate disciplines, including accounting and financial acumen, business judgment, crisis management, governance, leadership, people management, risk management, social responsibility and reputational issues, strategy and strategic planning. In addition, the Board desires to have specific knowledge related to Kellogg’s industry, such as expertise in branded consumer products and consumer dynamics, health and nutrition, innovation / research and development, international markets, manufacturing and supply chain, marketing, regulatory and government affairs, the retail environment, and sales and distribution.
The Nominating and Governance ("N&G") Committee believes that all Directors must, at a minimum, meet the criteria set forth in the Board’s Code of Conduct and the Corporate Governance Guidelines, which specify, among other things, that the N&G Committee will consider criteria such as independence, diversity, age, skills and experience in the context of the needs of the Board. In addressing issues of diversity in particular, the N&G Committee considers a nominee’s differences in viewpoint, professional experience, background, education, skill, age, race, gender and national origin. The N&G Committee believes that diversity of backgrounds and viewpoints is a key attribute for a director nominee. The Committee seeks a diverse Board that is representative of our global business, Shareowners, consumers, customers, and employees. While the N&G Committee carefully considers diversity when determining Board composition, it has not established a formal policy regarding diversity. The N&G Committee also will consider a combination of factors for each director, including whether the nominee (1) has the ability to represent all Shareowners without a conflict of interest; (2) has the ability to work in and promote a productive environment; (3) has sufficient time and willingness to fulfill the substantial duties and responsibilities of a Director; (4) has demonstrated the high level of character and integrity that we expect; (5) possesses the broad professional and leadership experience and skills necessary to effectively respond to the complex issues encountered by a multi-national, publicly-traded company; (6) has the ability to apply sound and independent business judgment; and (7) the diverse attributes of the nominee, such as differences in background, qualifications and personal characteristics.
The N&G Committee has determined that all of our Directors meet the criteria and qualifications set forth in the Board’s Code of Conduct, the Corporate Governance Guidelines and the criteria set forth above for director nominees. Moreover, each Director possesses the following critical personal qualities and attributes that we believe are essential for the proper functioning of the Board to allow it to fulfill its duties for our Shareowners: accountability, ethical leadership, governance, integrity, risk management, and sound business judgment. In addition, our Directors have the mature confidence to assess and challenge the way things are done and recommend alternative solutions, a keen awareness of the business and social realities of the global environment in which Kellogg operates, the independence and high performance standards necessary to fulfill the Board’s oversight function, and the humility, professional maturity, and style to interface openly and constructively with other Directors. Finally, the Director biographies below include a non-exclusive list of other key experiences and qualifications that further qualify the individual to serve on the Board. These collective qualities, skills, experiences and attributes are essential to our Board’s ability to exercise its oversight function for Kellogg and its Shareowners, and guide the long-term sustainable, dependable performance of Kellogg.
Our Amended Restated Certificate of Incorporation (the “Certificate of Incorporation”) and bylaws provide that the Board shall be composed of not less than seven and no more than fifteen Directors divided into three classes as nearly equal in number as possible, and that each Director shall be elected for a term of three years with the term of one class expiring each year. The Board prefers approximately twelve members, and expands the Board in order to add outstanding candidates or to prepare for an orderly transition with respect to departures of Directors.

2021 Proxy Statement
9

Board and Corporate Governance
Four Directors have been nominated for re-election at the 2021 Annual Meeting to serve for a term ending at the 2024 Annual Meeting of Shareowners, and the proxies cannot be voted for a greater number of persons than the number of nominees named. There are currently thirteen members of the Board. In 2020, the N&G Committee identified potential candidates that resulted in Mr. Schlotman joining the Board as a new member. Mr. Jenness is not standing for re-election and will retire from the Board in connection with the 2021 Annual Meeting. At such time, the size of the Board will be reduced to twelve members.
The Board recommends that the Shareowners vote “FOR” the following nominees: Carter Cast, Zack Gund, Don Knauss and Mike Schlotman. Each nominee was recommended for re-election by the N&G Committee for consideration by the Board and proposal to the Shareowners. If, before the Annual Meeting, any nominee becomes unable to serve, or chooses not to serve, the Board may nominate a substitute. If that happens, the persons named as proxies on the proxy card will vote for the substitute. Alternatively, the Board may either let the vacancy stay unfilled until an appropriate candidate is identified or reduce the size of the Board to eliminate the unfilled seat.
We have a balanced Board which individually possesses the leadership and character commensurate with the role of director, and which collectively possesses the mix of skills necessary to provide appropriate oversight of a company the size and complexity of Kellogg. In addition, the Board possesses a strong mix of experienced and newer Directors. The following skills have been identified by the Board as core competencies:
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Accounting and
Financial Acumen
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Branded Consumer
Products / Consumer
Dynamics
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Crisis Management
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Health and Nutrition
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Innovation /
Research and
Development
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International and
Emerging Markets
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People Management
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Manufacturing and
Supply Chain
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Marketing / Brand
Building
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Regulatory /
Government
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Retail Environment
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Risk Management
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Sales and
Distribution
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Social Responsibility
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Strategy / Strategic
Planning
Each of our Directors possesses many of these competencies. For purposes of this Proxy Statement, the Director biographies highlight at least five of these competencies that each Director possesses.

10
Kellogg Company

Board and Corporate Governance
Nominees for Election for a Three-Year Term Expiring at the 2024 Annual Meeting
 
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CARTER CAST | 57
Venture Partner at Pritzker Group Venture Capital
Mr. Cast is currently a venture partner at Pritzker Group Venture Capital, a senior advisor at Pritzker Group Private Capital and is on faculty at Northwestern University’s Kellogg School of Management, where he is a clinical professor teaching entrepreneurship, innovation and marketing. Mr. Cast served as CEO of the online retail company, Hayneedle, Inc., from September 2007 until June 2011. Mr. Cast brings vast experience in the digital arena, previously helping to build and then lead Walmart.com, as its CEO. Prior to 2000, he led the launch of the Blue Nile brand, the leading online jewelry retailer and also served as the Chief Marketing Officer at eBay. He also has previously served as the Vice President of Product Marketing and Marketing Communications at Electronic Arts. Mr. Cast has significant leadership experience as well at other Fortune 500 companies, including PepsiCo where he was a marketing executive, and Frito-Lay where he managed its $1.5 billion tortilla chip category.
Director since
June 2017
Committees
Audit
Social Responsibility
and Public Policy

Core Competencies
As a result of these professional and other experiences, Mr. Cast possesses particular knowledge and experience in a variety of the identified core competencies and other areas that strengthens the Board’s collective knowledge, capabilities and experience, including (but not limited to) accounting and financial acumen, branded consumer products and consumer dynamics, retail environment (including the e-commerce channel / business model), risk management and social responsibility.
 
 
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ZACK GUND | 50
Managing Partner of Coppermine Capital, LLC
Mr. Zack Gund is currently a Managing Partner of Coppermine Capital, LLC, a private investment firm he founded in 2001. Mr. Gund makes investment decisions and oversees several portfolio companies across many different sectors. His work has spanned both the manufacturing and service industries, including food manufacturing.
Core Competencies
As a result of these professional and other experiences, Mr. Gund possesses particular knowledge and experience in a variety of the identified core competencies and other areas that strengthens the Board’s collective knowledge, capabilities and experience, including (but not limited to) accounting and financial acumen, crisis management, manufacturing and supply chain, strategy/strategic planning, and retail environment. He also has a unique sense of shareowner perspectives. Mr. Zack Gund is the son of Mr. Gordon Gund.
Director since
December 2014
Committees
Manufacturing (Chair)
Compensation and
Talent Management
Nominating and
Governance
Executive


2021 Proxy Statement
11

Board and Corporate Governance
 
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DON KNAUSS | LEAD DIRECTOR | 70
Former Chairman and CEO of The Clorox Company
Mr. Knauss retired as Executive Chairman of the Board of The Clorox Company in July 2015. He had served as Chairman and CEO of The Clorox Company from 2006 to 2014. He was Executive Vice President of The Coca-Cola Company and President and COO for Coca-Cola North America from February 2004 until September 2006. Previously, he was President of the Retail Division of Coca-Cola North America from January 2003 through February 2004 and President and CEO of The Minute Maid Company, a division of The Coca-Cola Company, from January 2000 until January 2003 and President of Coca-Cola Southern Africa from March 1998 until January 2000. Prior to that, he held various positions in marketing and sales with PepsiCo, Inc. and Procter & Gamble, and served as an officer in the United States Marine Corps. In addition, Mr. Knauss is a director of McKesson Corporation and Target Corporation.
Director since
December 2007
Committees
Nominating and
Governance (Chair)
Audit
Compensation and
Talent Management
Executive
Core Competencies
As a result of these professional and other experiences, Mr. Knauss has been determined to be an “Audit Committee Financial Expert” under the SEC’s rules and regulations, and possesses particular knowledge and experience in a variety of the identified core competencies and other areas that strengthens the Board’s collective knowledge, capabilities and experience, including (but not limited to) accounting and financial acumen, crisis management, people management, retail environment, and branded consumer products/consumer dynamics. In addition, Mr. Knauss has significant public company board experience (including specific experience in auditing, manufacturing, and marketing oversight), which strongly positions him to serve as the Lead Director of Kellogg.
 
 
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MIKE SCHLOTMAN | 63
Former Executive Vice President and Chief Financial Officer of Kroger
Mr. Schlotman was the Executive Vice President and Chief Financial Officer of Kroger from September 2015 through December 2019. Before that, he was elected Senior Vice President and Chief Financial Officer in June 2003, and Group Vice President and Chief Financial Officer in January 2000. Prior to that he was elected Vice President and Corporate Controller in 1995, and served in various positions in corporate accounting since joining Kroger in 1985.
Director since
October 2020
Committees
Audit
Social Responsibility and Public Policy
Core Competencies
As a result of these professional and other experiences, Mr. Schlotman possesses particular knowledge and experience in a variety of the identified core competencies and other areas that strengthens the Board’s collective knowledge, capabilities and experience, including (but not limited to) in accounting and financial acumen, crisis management, retail, regulatory and government, risk management and strategy and strategic planning.


12
Kellogg Company

Board and Corporate Governance
Continuing Directors to Serve Until the 2022 Annual Meeting
 
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ROD GILLUM | 70
Principal in the Detroit law office of Jackson Lewis P.C.
Mr. Gillum has served as a member of the Board of Trustees of the W.K. Kellogg Foundation since December 2006. He also served as board chair in 2012-2013 and co-trustee of the W.K. Kellogg Foundation Trust from March 2017 to February 2019. Mr. Gillum is a Principal in the Detroit law office of Jackson Lewis P.C. and co-leads the Firm’s Automotive Industry Team. His practice concentrates on corporate strategies related to crisis management, labor relations and legal risk avoidance. Prior to joining Jackson Lewis, Mr. Gillum was a senior leader at General Motors (GM), where he rose to become Secretary to the GM board of directors, and later Vice President, Corporate Responsibility & Diversity. As a co-leader of the Public Policy Center, based in North America, Europe, Asia, and Latin America, Mr. Gillum developed and coordinated global policy positions on safety, trade and government relations. He also chaired the General Motors Foundation.
Director since
February 2019
Committees
Manufacturing
Social Responsibility
and Public Policy

Core Competencies
As a result of these and other experiences, Mr. Gillum possesses particular knowledge and experience in a variety of the identified core competencies and other areas that strengthens the Board’s collective knowledge, capabilities and experience, including (but not limited to) crisis management, regulatory and government, risk management, social responsibility and strategy and strategic management.
 
 
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MARY LASCHINGER | 60
Former Chairman of the Board and CEO of Veritiv Corporation
Ms. Laschinger was the Chairman of the Board and CEO of Veritiv Corporation from July 2014 to September 2020. Previously, Ms. Laschinger served as Senior Vice President of International Paper Company from 2007 to June 2014, and as President of the xpedx, International Paper’s former distribution business, from January 2010 to June 2014. Mary Laschinger became CEO of the Company in June 2014. She also served as President of the Europe, Middle East, Africa and Russia business at International Paper, Vice President and General Manager of International Paper’s Wood Products and Pulp businesses, as well as in other senior management roles in sales, marketing, manufacturing and supply chain at International Paper. Within the past five years, she has also served as a director of Veritiv Corporation.
Director since
October 2012
Committees
Compensation and
Talent Management
(Chair)
Nominating and
Governance
Executive
Core Competencies
As a result of these professional and other experiences, Ms. Laschinger possesses particular knowledge and experience in a variety of the identified core competencies and other areas that strengthens the Board’s collective knowledge, capabilities and experience, including (but not limited to) branded consumer products and consumer dynamics, crisis management, international and emerging markets, people management and sales and distribution. In addition, Ms. Laschinger has significant public company board experience.

2021 Proxy Statement
13

Board and Corporate Governance
 
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ERICA MANN | 62
Former President Consumer Health of Bayer Healthcare LLC
Ms. Mann previously served as a member of the Board of Management of Bayer AG from January 2016 to March 2018, and Bayer AG CH from January 2016 to March 2018. She was also President Consumer Health, Bayer Healthcare LLC from March 2011 to December 2015. Before joining Bayer HealthCare, Ms. Mann was President and General Manager of Pfizer Nutritional Health, a global business unit with operations in more than 80 countries, and served as a member of the Pfizer Senior Management Team from 2008 to 2011. Ms. Mann joined Pfizer upon its acquisition of Wyeth, where as Senior Vice President of Nutrition, she helped establish the shape and strategic direction of the new nutrition business unit. She also has significant experience at other Fortune 500 companies, including Ely Lilly & Company and Johnson & Johnson, and has held leadership positions in South Africa, Australia, New Zealand, Germany, Switzerland and the United States. Ms. Mann is a director of Perrigo Company plc and DSM, a global Nutrition, Health and Sustainable Living company.
Director since
February 2019
Committees
Audit
Social Responsibility and Public Policy
Core Competencies
As a result of these and other experiences, Ms. Mann possesses particular knowledge and experience in a variety of the identified core competencies and other areas that strengthens the Board’s collective knowledge, capabilities and experience, including (but not limited to) accounting and financial acumen, health and nutrition, international and emerging markets, risk management, social responsibility and strategy and strategic planning.
 
 
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CAROLYN TASTAD | 59
Group President of Procter & Gamble, North America
Ms. Tastad is currently Group President, Procter & Gamble, North America. Ms. Tastad has worked at Procter & Gamble (“P&G”) since 1983, and has significant acquisition integration experience and business model reinvention. She has led large multi-category regional businesses and smaller entrepreneurial global businesses, including responsibility for leading P&G’s selling organization across all sectors and all regions. Ms. Tastad is executive sponsor of P&G’s Gender Equality citizenship effort and leads P&G’s Corporate Women’s Leadership Team. Ms. Tastad previously served in executive roles in the U.S., Canada, and Switzerland.
Director since
December 2015
Committees
Compensation and
Talent Management
Manufacturing
Nominating and
Governance
Core Competencies
As a result of these professional and other experiences, Ms. Tastad possesses particular knowledge and experience in a variety of the identified core competencies and other areas that strengthens the Board’s collective knowledge, capabilities and experience, including (but not limited to) branded consumer products and consumer dynamics, international and emerging markets, marketing / brand building, people management, sales and distribution.

14
Kellogg Company

Board and Corporate Governance
Continuing Directors to Serve Until the 2023 Annual Meeting
 
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STEPHANIE BURNS, Ph.D. | 66
Former Chief Executive Officer of Dow Corning Corporation
Dr. Burns served as Chief Executive Officer of Dow Corning Corporation from 2004 to 2011 and its Chairman from 2006 through 2011. She began her career with Dow Corning in 1983 and later became Dow Corning’s first director of women’s health. Dr. Burns was elected to the Dow Corning Board of Directors in 2001 and elected as President in 2003. Dr. Burns is a director of Corning Incorporated and HP Inc., and within the past five years, Dr. Burns has also served as a director of GlaxoSmithKline plc.
Director since
February 2014
Committees
Audit (Chair)
Nominating and Governance
Executive
Core Competencies
As a result of these professional and other experiences, Dr. Burns has been determined to be an “Audit Committee Financial Expert” under the SEC’s rules and regulations, and possesses particular knowledge and experience in a variety of the identified core competencies and other areas that strengthens the Board’s collective knowledge, capabilities and experience, including (but not limited to) accounting and financial acumen, crisis management, innovation / research and development, regulatory and government affairs and risk management. In addition, Dr. Burns has significant public company board experience (including specific experience in compensation, corporate relations, manufacturing, and social responsibility oversight).

 
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STEVE CAHILLANE | 55
Chairman of the Board, President and Chief Executive Officer of Kellogg Company
Mr. Cahillane has been Chairman of the Board of Kellogg Company since March 2018, and President and Chief Executive Officer since October 2017. He has also served as a Kellogg Director since October 2017. Prior to joining Kellogg, Mr. Cahillane served as Chief Executive Officer and President, and as a member of the board of directors, of Alphabet Holding Company, Inc., and its wholly-owned operating subsidiary, The Nature’s Bounty Co. from September 2014. Prior to that, Mr. Cahillane served as Executive Vice President of The Coca-Cola Company from February 2013 to February 2014 and President of Coca-Cola Americas, the global beverage maker’s largest business, with $25 billion in annual sales at that time, from January 2013 to February 2014. Mr. Cahillane served as President of various Coca-Cola operating groups from 2007 to 2012. He has also been a trustee of the W. K. Kellogg Foundation Trust since 2018.
Director since
October 2017
Committees
Executive (Chair)
Core Competencies
As a result of these professional and other experiences, Mr. Cahillane possesses particular knowledge and experience in a variety of the identified core competencies and other areas that strengthens the Board’s collective knowledge, capabilities and experience, including (but not limited to) branded consumer products and consumer dynamics, health and nutrition, innovation / research and development, international and emerging markets, marketing / brand building, sales and distribution and strategy and strategic planning.

2021 Proxy Statement
15

Board and Corporate Governance
 
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RICK DREILING | 67
Former Chief Executive Officer of Dollar General Corporation
Mr. Dreiling is Chairman of the Board of Lowe’s Companies Inc. He previously served as Chief Executive Officer of Dollar General Corporation until his retirement in June 2015. He was also Chairman of Dollar General from December 2008 to January 2016, and served as Senior Advisor from June 2015 to January 2016. Mr. Dreiling has more than 40 years of diverse retail industry experience in consumer discount, drug store and grocery sectors. He spent 34 years with Safeway, Inc. in roles spanning marketing, manufacturing, distribution, merchandising and retail operations. Mr. Dreiling is also a director of Aramark and PulteGroup Inc.
Director since
June 2016
Committees
Audit
Compensation and Talent Management

Core Competencies
As a result of these and other experiences, Mr. Dreiling possesses particular knowledge and experience in a variety of the identified core competencies and other areas that strengthens the Board’s collective knowledge, capabilities and experience, including (but not limited to) accounting and financial acumen, people management, retail environment, risk management and strategy and strategic planning. In addition, Mr. Dreiling has significant public company board experience.

 
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LA JUNE MONTGOMERY TABRON | 58
President and CEO of the W.K. Kellogg Foundation
Ms. Montgomery Tabron was elected President and CEO of the W.K. Kellogg Foundation effective January 2014. She is also a member of the Board of Trustees of the W.K. Kellogg Foundation since January 2014. During her 32 years with the W.K. Kellogg Foundation, she held various positions in finance, including Executive Vice President of Operations and Treasurer from March 2012 to December 2013, COO and Treasurer from January 2010 to February 2012, Vice President of Finance and Treasurer from September 2000 to December 2009, Assistant Vice President of Finance and Assistant Treasurer from September 1997 to September 2000, and Controller from May 1987 to September 1997. Ms. Montgomery Tabron has also been a trustee of the W.K. Kellogg Foundation Trust since 2014.
Director since
February 2014
Committees
Social Responsibility and Public Policy (Chair)
Manufacturing
Executive

Core Competencies
As a result of these professional and other experiences, Ms. Montgomery Tabron possesses particular knowledge and experience in a variety of the identified core competencies and other areas that strengthens the Board’s collective knowledge, capabilities and experience, including (but not limited to) crisis management, health and nutrition, regulatory and government, social responsibility and strategy and strategic planning. In addition, Ms. Montgomery Tabron has significant private company board experience (including specific experience in social responsibility oversight). She also has a unique sense of shareowner perspectives.
16
Kellogg Company

Board and Corporate Governance
Corporate Governance
Board-Adopted Corporate Governance Guidelines
We operate under corporate governance principles and practices (the “Corporate Governance Guidelines”) that are designed to maximize long-term Shareowner value, align the interests of the Board and management with those of our Shareowners and promote high ethical conduct among our Directors and employees. The Corporate Governance Guidelines include the following:
Board Independence
A majority of the Directors, and all of the members of the Audit Committee, Compensation and Talent Management ("C&T") Committee, and N&G Committee, are required to meet the independence requirements of the New York Stock Exchange and the SEC.
One of the Directors is designated a Lead Director, who chairs and may call executive session meetings of the independent, non-employee Directors, approves proposed meeting agendas and schedules, and establishes a method for Shareowners and other interested parties to communicate with the Board.
The Board and each Board Committee have the power to hire independent legal, financial or other advisors as they may deem necessary, at the Company's expense.
The Corporate Governance Guidelines provide that non-employee Directors meet in executive session at least three times annually. As a general practice, the non-employee Directors meet in executive session at Board and Committee meetings.
No Director shall serve as a director, officer or employee of a competitor.
Strategic Oversight
Directors review the Company's strategy periodically during the year and dedicate at least one meeting per year to focus on a strategic review, including the key elements of the Company's strategy.
Directors have direct and regular access to officers, employees, facilities, books and records of the Company and can initiate contact or meetings directly or through the CEO or Secretary.
Performance Assessments
The Board and Board Committees conduct annual performance evaluations to assess whether the Board, its Committees, and the Directors are functioning effectively.
The independent members of the Board use the recommendations from the N&G Committee and C&T Committee to conduct an annual review of the CEO’s performance and determine the CEO’s compensation.
Succession Planning
The Board reviews CEO succession planning at least once per year.
Restrictions and Rules
Non-employee Directors who change their principal responsibility or occupation from that held when they were elected shall offer their resignation for the Board to consider the continued appropriateness of Board membership under the circumstances.
No Director may be nominated for a new term if he or she would attain the age limit of seventy-two or older at the time of election, unless the Board determines that it is in the best interest of Kellogg to re-nominate the independent Director for additional terms due to his or her unique capabilities or special circumstances.
No Director should serve on more than four other public company boards, in addition to Kellogg.
All Directors are expected to comply with stock ownership guidelines for Directors, under which they are generally expected to hold at least five times their annual cash retainer in stock and stock equivalents.
Continuing education is provided to Directors consistent with our Board education policy.
Board Leadership Structure; Communication with the Board
The mix of experienced independent and management Directors that make up our Board, along with the independent role of our Lead Director and our independent Board Committee composition, benefits Kellogg and its Shareowners. The following section describes Kellogg’s Board leadership structure, the reasons why the structure is in place at this time, the roles of various positions, and related key governance practices.

2021 Proxy Statement
17

Board and Corporate Governance
Independence; Board Mix
Our Board has an effective mix of independent and management Directors. It is composed of eleven independent Directors, Mr. Cahillane, our CEO, and Mr. Jenness (who was our Chairman until June 2014). Mr. Jenness will be retiring at our 2021 Annual Meeting of Shareowners, at which point the Board is expected to be composed of eleven independent Directors and Mr. Cahillane, our CEO.
Independence and Committee Structure After 2021 Annual Meeting
In 2020, the Board had six standing Committees: (i) Audit, (ii) C&T, (iii) N&G, (iv) Manufacturing, (v) Social Responsibility and Public Policy ("SRPP"), and (vi) Executive. The Audit, C&T, and N&G Committees are composed solely of independent Directors, each with a different independent Director serving as Committee chair.
Board IndependenceDiversityTenure
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Board Leadership Structure
The Board believes that it is beneficial to Kellogg and its Shareowners to designate one of the Directors as a Lead Director. With respect to the roles of Chairman and CEO, the Corporate Governance Guidelines provide that the roles may be separated or combined, and the Board exercises its discretion in combining or separating these positions as it deems appropriate in light of prevailing circumstances. Upon Mr. Cahillane’s appointment as CEO on October 2, 2017, and John Bryant’s continuation of the role of Chairman, the roles were separated. Upon Mr. Bryant’s retirement from the Board on March 15, 2018, and Mr. Cahillane’s succession to the role of Chairman, the roles were again combined. At this time, the Board believes that combining the roles of Chairman and CEO, together with the separate, independent role of our Lead Director, is the most effective leadership structure for Kellogg for many reasons. In particular, the Board believes the combined role is appropriate because of:
Mr. Cahillane’s extensive knowledge and experience in a variety of areas, including strategy and strategic planning, branded consumer products and consumer dynamics, and innovation and research and development acquired as a result of his professional and other experiences, gives him the insight necessary to combine the responsibilities of strategic development and execution along with management of day-to-day operations, and
Mr. Cahillane’s knowledge of Kellogg's business, operations and risks acquired in his role as CEO gives him the insight necessary to combine the responsibilities of strategic development along with management of day-to-day operations and execution.
We believe Don Knauss, as the Company's Lead Director, provides the necessary independent voice on issues facing the company and ensures that key issues are brought to the Board's attention and that proper corporate governance is maintained. As stated in the Corporate Governance Guidelines, the Board believes that the combination or separation of these offices should continue to be considered as part of the succession planning process.
LEAD DIRECTOR
Don Knauss, an independent Director and the Chairman of the N&G Committee, is currently our Lead Director. Mr. Knauss is an effective Lead Director for Kellogg due to, among other things:
independence;
board leadership experience as CEO, Chairman and Executive Chairman of The Clorox Company;
strong strategic and financial acumen;
commitment to ethics;
extensive knowledge of the retail environment and branded consumer products; and
deep understanding of Kellogg and its business obtained while serving as a Kellogg Director.
The independent Lead Director serves a variety of roles, including:
for every meeting , reviewing and approving Board agendas, meeting materials and schedules to confirm the appropriate Board and Committee topics are reviewed and sufficient time is allocated to each;
liaising between the Chairman and CEO and non-management Directors if and when necessary and appropriate (that said, each Director has direct and regular access to the Chairman and CEO);
presiding at the executive sessions of independent Directors and at all other meetings of the Board of Directors at which the Chairman of the Board is not present;
calling an executive session of independent Directors at every meeting consistent with the Corporate Governance Guidelines;
responsibility for leading the Board's annual evaluation process; and
facilitating succession planning for the Board, including by having the N&G Committee and the independent Directors regularly discuss and evaluate CEO succession plans.
Mr. Knauss may be contacted at donald.knauss@kellogg.com. Any communications which Shareowners or interested parties may wish to send to the Board may be directly sent to Mr. Knauss at this e-mail address.
Our Corporate Governance Guidelines provide the flexibility for our Board to modify our leadership structure as appropriate. We believe that Kellogg, like many U.S.-based companies, has been well-served by this flexible leadership structure.
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Kellogg Company

Board and Corporate Governance
Self Evaluation
Our Lead Director leads our annual process whereby the Board conducts an annual performance evaluation to assess the performance of the Board, its Committees, and the Directors, and to determine how to make the Board even more effective. The process includes detailed written survey materials as well as individual, private meetings between each Director and the Lead Director.
BOARD SELF-EVALUATION / CONTINUOUS IMPROVEMENT PROGRAM
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Company Strategy
Strategic planning and oversight of the Company’s business strategy is a key responsibility of the Board, and the Board has deep experience and expertise in the areas of strategy and strategic development. The Board believes that overseeing and monitoring strategy is a continuous process and takes a multi-step approach in exercising its responsibilities. Our entire Board discusses the strategic priorities of the Company, taking into consideration global economic, consumer and other significant trends, as well as changes in the food industry and regulatory initiatives. The Board reviews the Company’s strategy periodically during the year, and dedicates at least one meeting each year to focus on a strategic review, including key elements of our strategy. Relevant strategic topics are also embedded in the work of Committees.
While the Board and its Committees oversee strategy and strategic planning, management is charged with executing the business strategy. To monitor performance against the Company’s strategic goals, the Board receives regular updates and actively engages in dialogue with our Company’s senior leaders. The Board’s discussions are enhanced with first-hand experiences, such as visits to specific markets and interaction with key retailers, which provide Directors an opportunity to experience strategy execution.
The Board’s oversight and management’s execution of business strategy are intended to help promote the creation of long-term shareowner value in a sustainable manner, with a focus on assessing both opportunities available to us and risks that we may encounter.
2021 Proxy Statement
19

Board and Corporate Governance
Board Oversight of Enterprise Risk
The Board utilizes our Enterprise Risk Management (“ERM”) process to assist in fulfilling its oversight of the Company's risks. While risk oversight is a full Board responsibility, the responsibility for monitoring the ERM process has been delegated to the Audit Committee. As such, one of the leaders of the ERM process is the Vice President, Internal Audit, who reports to the Chair of the Audit Committee.
Due to the dynamic nature of risk and the business environment generally, at every Audit Committee meeting, the Company provides a status report on key enterprise risks, and regularly provides in-depth reviews on select topics. ERM topics are also discussed in other Committee meetings. In addition, Board and Committee agendas are updated throughout the year so that enterprise risks are reviewed at the relevant times. This process facilitates the Board’s ability to fulfill its oversight responsibilities of Kellogg’s risks in a timely and effective manner.
BOARD OF DIRECTORS
During regularly scheduled meetings, the full Board and Audit Committee receive an update on the key enterprise risks, including current status and action items
The full Board reviews the results of the annual risk assessment
Oversight responsibility for each risk is allocated among the full Board and its Committees, and specific Board and Committee agendas are developed accordingly:
      
RISK ASSESSMENT
The risk assessment process is global in nature and has been developed to identify and assess Kellogg’s current and emerging risks, including the nature of the risk, as well as to identify steps to mitigate and manage each risk (including how ERM is integrated into the Company’s internal audit plan). Many of our key business leaders, functional heads and other managers from across the globe provide perspective and input in a targeted and strategic manner to develop the Company’s holistic views on enterprise risks.
The centerpiece of the assessment is the distillation of this review into key enterprise risks which includes the potential magnitude, likelihood and velocity of each risk. As part of the process for assessing each risk, management identifies the following:
the nature of the risk
the senior executive responsible for managing the risk
the potential impact of the risk
management’s approach to manage the risk
Board or Committee updates
The results of the risk assessment are then integrated into the Board’s processes.
AUDIT COMMITTEE
Responsible for monitoring the ERM process
Coordinates with the Vice President, Internal Audit, who reports to the Chair of the Committee
Receives updates on the key enterprise risks
Reviews the results of the annual risk assessment
ALL COMMITTEES
Each Committee chair works directly with Kellogg’s key senior executive responsible for the matters allocated to the Committee to develop agenda topics, review materials to be discussed with the Committee, and otherwise discuss those key enterprise risks relating to the particular Committee.
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MANAGEMENT
Conducts a formal risk assessment of Kellogg's business annually
Evaluates the completeness of the Enterprise Risks universe
Key risks are reviewed and mitigation plans developed by designated senior leaders responsible for day-to-day risk management
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20
Kellogg Company

Board and Corporate Governance
Majority Voting for Directors; Director Resignation Policy
Our bylaws contain a majority voting standard for the election of Directors in an uncontested election (that is, an election where the number of nominees is equal to the number of seats open). In an uncontested election, each nominee must be elected by the vote of a majority of the votes cast. A “majority of the votes cast” means the number of votes cast “for” a director’s election must exceed the number of votes cast “against” (excluding abstentions). No Director will be nominated for election or otherwise be eligible for service on the Board unless and until such candidate has delivered an irrevocable resignation to the N&G Committee that would be effective upon (i) such Director’s failure to receive the required vote in an election of Directors and (ii) the Board’s acceptance of the resignation. If a Director fails to achieve the required vote in an uncontested election, the N&G Committee would promptly consider the resignation and recommend to the Board the action to be taken on the offered resignation. The Board would act on the N&G Committee’s recommendation no later than 90 days following the date of the Shareowners’ meeting where the election occurred. The Director whose resignation is under consideration shall not participate in the recommendation of the N&G Committee or deliberations of the Board with respect to his or her nomination. Following the Board’s decision, Kellogg would promptly disclose in a current report on Form 8-K the decision whether to accept the resignation as tendered. To the extent that a resignation is accepted, the N&G Committee would recommend to the Board whether to fill such vacancy or vacancies or to reduce the size of the Board.
Director Independence
The Board has determined that all current Directors (other than Mr. Cahillane and Mr. Jenness) are independent based on the following standards: (a) no entity (other than a charitable entity) of which such a Director is an employee in any position or any immediate family member (as defined) is an executive officer, made payments to, or received payments from, Kellogg and its subsidiaries in any of the 2020, 2019, or 2018 fiscal years in excess of the greater of (1) $1,000,000 or (2) two percent of that entity’s annual consolidated gross revenues; (b) no such Director, or any immediate family member employed as an executive officer of Kellogg or its subsidiaries, received in any twelve month period within the last three years more than $120,000 per year in direct compensation from Kellogg or its subsidiaries, other than Director and Committee fees and pension or other forms of deferred compensation for prior service not contingent in any way on continued service; (c) Kellogg did not employ such Director in any position, or any immediate family member as an executive officer, during the past three years; (d) no such Director was a current partner or employee of a firm that is Kellogg’s internal or external auditor (“Auditor”), no immediate family member of such Director was a current partner of the Auditor or an employee of the Auditor who personally worked on our audit, and no Director or immediate family member of such Director was during the past three years a partner or employee of the Auditor and personally worked on our audit within that time; (e) no such Director or immediate family member served as an executive officer of another company during the past three years at the same time as a current executive officer of Kellogg served on the compensation committee of such company; and (f) no other material relationship exists between any such Director and Kellogg or our subsidiaries.
The Board also considers from time to time commercial ordinary-course transactions as it assesses independence status, including transactions relating to selling product and marketing arrangements. The Board has concluded that these transactions did not impair Director independence for a variety of reasons including that the amounts in question were considerably under the thresholds set forth in our independence standards and the relationships were not deemed material.
Related Person Transactions
The Board has adopted a written policy relating to the N&G Committee’s review and approval of transactions with related persons that are required to be disclosed in proxy statements by SEC regulations, which are commonly referred to as “related person transactions.” A “related person” is defined under the applicable SEC regulation and includes our Directors, executive officers and 5% or more beneficial owners of our common stock. The Secretary administers procedures adopted by the Board with respect to related person transactions and the N&G Committee reviews and approves all such transactions. At times, it may be advisable to initiate a transaction before the N&G Committee has evaluated it or a transaction may begin before discovery of a related person’s participation. In such instances, management consults with the Chair of the N&G Committee to determine the appropriate course of action. Approval of a related person transaction requires the affirmative vote of the majority of disinterested Directors on the N&G Committee. In approving any related person transaction, the N&G Committee must determine that the transaction is fair and reasonable to Kellogg. The N&G Committee periodically reports on its activities to the Board. The written policy relating to the N&G Committee’s review and approval of related person transactions is available on our website under the “Investor Relations” tab, at the “Governance” link.
There were no related person transactions in 2020 that require reporting under the SEC disclosure rules.


2021 Proxy Statement
21

Board and Corporate Governance
Shareowner Recommendations for Director Nominees
The N&G Committee will consider Shareowner nominations for membership on the Board. For the 2022 Annual Meeting of Shareowners, nominations may be submitted to the Office of the Secretary, Kellogg Company, One Kellogg Square, Battle Creek, Michigan 49017-3534, which will forward them to the Chairman of the N&G Committee. Recommendations must be in writing and we must receive the recommendation not earlier than November 10, 2021 and not later than December 10, 2021. Recommendations must also include certain other requirements specified in our bylaws.
When filling a vacancy on the Board, the N&G Committee identifies the desired skills and experience of a new Director and nominates individuals who it believes can strengthen the Board’s capabilities and further diversify the collective experience represented by the then-current Directors. The N&G Committee may, as it has done in the past, engage third parties to assist in the search and provide recommendations. Also, Directors are generally asked to recommend candidates for the position. The candidates would be evaluated based on the process outlined in the Corporate Governance Guidelines and the N&G Committee charter, and the same process would be used for all candidates, including candidates recommended by Shareowners. For more information, see “Board and Committee Membership-Nominating and Governance Committee.”
Shareowner Nomination of Director Candidates for Inclusion in Proxy Statement for Annual Meeting
Our bylaws permit a Shareowner, or a group of up to 20 Shareowners, owning 3% or more of the Company’s outstanding common stock continuously for at least three years to nominate and include in our proxy materials director candidates constituting up to the greater of two individuals or 20% of the Board, provided that the Shareowner(s) and the nominee(s) satisfy the requirements specified in the bylaws. For the 2022 Annual Meeting of Shareowners, nominations may be submitted to the Office of the Secretary, Kellogg Company, One Kellogg Square, Battle Creek, Michigan 49017-3534. Any such nomination must be received by us not earlier than October 11, 2021 and not later than November 10, 2021. Any such nomination must meet the other requirements set forth in our bylaws.
Attendance at Annual Meetings
All incumbent Directors are expected to attend the Annual Meeting of Shareowners. All of our Directors attended the 2020 Annual Meeting of Shareowners.
Code of Conduct/Ethics
We have adopted the Code of Conduct for Kellogg Company Directors and Global Code of Ethics for Kellogg Company employees (including the CEO, CFO, other named executive officers, and Corporate Controller). Any amendments to, or waivers of, the Global Code of Ethics applicable to our CEO, CFO or Corporate Controller will be posted on www.kelloggcompany.com. There were no amendments to or waivers of the Global Code of Ethics in 2020.
Availability of Corporate Governance Documents
Copies of the Corporate Governance Guidelines, the Charters of the Audit, C&T, and N&G Committees of the Board, the Code of Conduct for Kellogg Company Directors, and Global Code of Ethics for Kellogg Company employees can be found on the Kellogg Company website at www.kelloggcompany.com under “Investor Relations,” then “Corporate Governance.” Shareowners may also request a free copy of these documents from: Kellogg Company Consumer Affairs, P.O. Box CAMB, Battle Creek, Michigan 49016 (phone: (800) 962-1413), the Investor Relations Department at that same address (phone: (269) 961-2800) or investor.relations@kellogg.com.
22
Kellogg Company

Board and Corporate Governance
Board and Committee Membership
The Board routinely reviews Board composition to ensure that it has the right balance of skills to fulfill its oversight obligations for Shareowners. As part of that process, the N&G Committee and the Board consider current tenure and potential retirements.
The Board had the following standing Committees in 2020: (i) Audit; (ii) C&T; (iii) N&G; (iv) Manufacturing; (v) SRPP; and (vi) Executive.
The Board held eight meetings in 2020. All of the incumbent Directors attended at least 75% of the total number of meetings of the Board and of all Board Committees of which the Directors were members during 2020 that were held while such Directors were on the Board.
The table below provides 2020 membership and meeting information for each Board Committee as of January 2, 2021 (the last day of fiscal year 2020):
Name(3)
AuditCompensation
and Talent
Management
Nominating and
Governance
ManufacturingSocial
Responsibility and
Public Policy
Stephanie BurnsChair
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Steve Cahillane(1)
Carter Cast
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Rick Dreiling
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Rod Gillum
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Zack Gund
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Chair
Jim Jenness(2)
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Don Knauss
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Chair
Mary LaschingerChair
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Erica Mann
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La June Montgomery Tabron
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Chair
Mike Schlotman(3)
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Carolyn Tastad
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2020 Meetings Held65432
(1)Mr. Cahillane is not a formal member of any Committee (other than Executive) and attends meetings for each Committee.
(2)Mr. Jenness is not standing for re-election and will retire from the Board in connection with the 2021 Annual Meeting.
(3)Mr. Schlotman was elected as Director and his initial term commenced on October 23, 2020.
In addition, the Board also has an Executive Committee made up of the CEO and Committee Chairs which held no meetings in 2020.
Each of the Company's Committees may form and delegate authority to subcommittees when appropriate.

2021 Proxy Statement
23

Board and Corporate Governance
Audit Committee
  
Stephanie Burns (Chair)
Carter Cast
Rick Dreiling
Don Knauss
Erica Mann
Mike Schlotman
2020 Meetings Held: 6
Pursuant to a written charter, the Audit Committee’s responsibilities include the following.
The Committee assists the Board in monitoring the following:
the integrity of the financial statements of the Company;
the independence and performance of the Company’s independent registered public accounting firm;
the performance of the Company’s internal audit function;
the Company’s ERM process and key risks;
compliance by the Company with legal and regulatory requirements; and
other related matters.
The Committee, or its Chair, pre-approves all audit, audit-related, internal control-related and permitted non-audit engagements and services by the independent registered public accounting firm and their affiliates.
The Committee discusses and/or reviews specified matters with, and receives specified information or assurances from, Kellogg management and the independent registered public accounting firm.
The Committee has the sole authority to appoint, subject to Shareowner ratification, or replace the independent registered public accounting firm, which directly reports to the Committee, and is directly responsible for the compensation and oversight of the independent registered public accounting firm.
As part of the annual auditor engagement process, the Committee considers whether to rotate the independent registered public accounting firm. PricewaterhouseCoopers LLP rotates its lead audit engagement partner every five years and the Committee had direct and meaningful involvement in the selection of the lead engagement partner.
Ms. Burns, the Chair of the Committee, and Mr. Knauss have each been determined by the Board to be an “audit committee financial expert,” as that term is defined in Item 407(d)(5) of SEC Regulation S-K.
The Committee also has the authority, to the extent it deems necessary or appropriate to carry out its duties, to retain, approve the services, determine the fees and other retention terms and terminate outside advisors and counsel.
The Board has determined that each member of the Committee meets the definition of independence under our Corporate Governance Guidelines..

24
Kellogg Company

Board and Corporate Governance
Compensation and Talent Management Committee
  
Mary Laschinger (Chair)
Rick Dreiling
Zack Gund
Don Knauss
Carolyn Tastad
2020 Meetings Held: 5
Pursuant to a written charter, the C&T Committee’s responsibilities include the following:
reviewing and approving the compensation philosophy and principles for senior executives;
reviewing and making recommendations for the compensation of senior management personnel and monitoring overall compensation for senior executives, including reviewing risks arising from Kellogg’s compensation policies and practices;
reviewing and recommending the compensation of the CEO;
sole authority to retain or terminate any compensation consultant or other advisor used to evaluate senior executive compensation;
overseeing and administering employee benefit plans to the extent provided in those plans;
reviewing with management employment and employment-related matters and employment programs;
reviewing trends in management compensation;
reviewing talent development;
setting the composition of the peer company group used for market comparison for executive compensation;
determining applicable stock ownership guidelines for certain executives and monitoring compliance with guidelines;
reviewing the Company’s diversity and inclusion programs and policies; and
overseeing the review and assessment of risks arising from Kellogg’s compensation policies and practices, which includes the annual review of our compensation program for design features considered to encourage excessive risk taking and Kellogg’s approach to those features.
For information about the Committee’s processes for establishing and overseeing executive compensation, including with respect to its retention and use of a compensation consultant, refer to “Compensation Discussion and Analysis — Compensation Approach.”
The Committee also has the authority to obtain advice and assistance from internal or external legal, accounting or other advisors. Prior to retaining any such consultant, or other advisor, the Committee considers whether the work of such consultant or other advisor would raise an conflict of interest according to the independence factors enumerated by the New York Stock Exchange, as well as any other factors the Committee determines to be relevant.
The Board has determined that each member of the Committee meets the definition of independence under our Corporate Governance Guidelines and the requirements of the New York Stock Exchange and further qualifies as a non-employee Director for purposes of Rule 16b-3 under the Securities Exchange Act of 1934. The members of the Committee are not current or former employees of Kellogg, are not eligible to participate in any of our executive compensation programs, do not receive compensation that would impair their ability to make independent judgments about executive compensation, and are not “affiliates” of the Company, as defined under Rule 10c-1 under the Securities Exchange Act of 1934.

2021 Proxy Statement
25

Board and Corporate Governance
Nominating and Governance Committee
  
Don Knauss (Chair)
Stephanie Burns
Zack Gund
Mary Laschinger
Carolyn Tastad
2020 Meetings Held: 4
Pursuant to a written charter, the N&G Committee’s responsibilities include the following.
The Committee assists the Board by:
identifying and reviewing the qualifications of candidates for Director and in determining the criteria for new Directors;
recommending nominees for Director to the Board;
recommending Committee assignments;
reviewing annually the Board’s compliance with the Corporate Governance Guidelines;
reviewing annually the Corporate Governance Guidelines and recommending changes to the Board;
monitoring the performance of Directors and conducting performance evaluations of each Director before the Director’s re-nomination to the Board;
administering the annual evaluation of the Board;
providing annually an evaluation of CEO performance used by the independent members of the Board in their annual review of CEO performance;
considering and evaluating potential waivers of the Code of Conduct for Directors and Global Code of Ethics for senior officers (for which there were none in 2020);
making a report to the Board on CEO succession planning at least annually;
providing an annual review of the independence of Directors to the Board;
reviewing and recommending to the Board responses to Shareowner proposals; and
overseeing governance-related engagement with stockholders and proxy advisory firms, and review proxy advisory firm policies and voting recommendations.
reviewing, approving and overseeing any transaction between the Company and any related person (as defined in Item 404 Regulation S-K) on an ongoing basis, in accordance with the Company’s related party transactions policies; and
reviewing Director compensation.
The Chair of the Committee, as Lead Director, also presides at executive sessions of independent Directors of the Board.
The Committee also has the authority to obtain advice and assistance from internal or external legal, accounting or other advisors. Prior to retaining any such consultant, or other advisor, the Committee considers whether the work of such consultant or other advisor would raise an conflict of interest according to the independence factors enumerated by the New York Stock Exchange, as well as any other factors the Committee determines to be relevant.
As noted above, the Board has determined that each member of the Committee meets the definition of independence under our Corporate Governance Guidelines.
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Kellogg Company

Board and Corporate Governance
Manufacturing Committee
  
Zack Gund (Chair)
Rod Gillum
Jim Jenness
La June Montgomery Tabron
Carolyn Tastad
2020 Meetings Held: 3
Pursuant to a written charter, the Manufacturing Committee’s responsibilities include the following.
The Committee assists the Board in discharging its oversight responsibilities, with the primary focus on Kellogg’s food quality and safety, manufacturing facility operations, and people and labor strategies.
As it deems appropriate, the Committee reviews policies, programs and practices, and provide strategic advice and counsel concerning the matters set forth above including, but not limited to
food safety;
employee health and safety;
capacity utilization and planning;
contingency planning;
productivity programs;
commodity purchasing and hedging programs; and
people utilization and union and non-union strategies.
The Committee also regularly reviews global food safety and people safety performance reports, including results of regulatory audits, as well as supply chain financial performance.
The Committee also has authority and resources to retain outside, independent counsel or other advisors as it deems necessary to discharge its responsibilities.
Social Responsibility and Public Policy Committee
  
La June Montgomery Tabron (Chair)
Carter Cast
Rod Gillum
Jim Jenness
Erica Mann
Mike Schlotman
2020 Meetings Held: 2
Pursuant to a written charter, the SRPP Committee’s responsibilities include the following:
The Committee assists the Board in discharging its oversight responsibilities with respect to corporate responsibility and reputation, and certain environmental, social and public policy issues.
The Committee also reviews the Company’s policies, programs, practices and disclosures concerning:
public policy;
government relations;
regulatory matters;
philanthropic activities/charitable contributions;
sustainability;
food security;
conservation of natural resources;
responsible sourcing; and
other related topics.
The Committee is particularly focused on the intersection of philanthropy, public policy, and the Company’s goals.
The Committee also oversees the Company’s sustainability efforts and climate policy.
The Committee oversees the Company's corporate responsibility strategy. Our Senior Vice President (SVP) of Global Corporate Affairs, who reports to the Chairman and CEO, is responsible for successfully implementing the strategy and regularly updating the CEO and the Committee. Our Chief Sustainability Officer reports to the SVP of Global Corporate Affairs. Additionally, numerous leaders are accountable for achieving specific corporate responsibility commitments, based on their roles. This work is aligned with and included in parallel work streams within internal audit and our Audit Committee. Policies and strategies overseen by the Committee are also aligned with our lobbying, advocacy, and membership efforts.
The Committee also has authority and resources to retain outside, independent counsel or other advisors as it deems necessary to discharge its responsibilities.
2021 Proxy Statement
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Board and Corporate Governance
Executive Committee
  
Steve Cahillane (Chair)
Stephanie Burns
Zack Gund
Don Knauss
Mary Laschinger
La June Montgomery Tabron
2020 Meetings Held: 0
Pursuant to a written charter, the Executive Committee is generally empowered to act on behalf of the Board between meetings of the Board, with some exceptions. The Executive Committee is made up of the CEO and Committee Chairs and held no meetings in 2020.
2020 Director Compensation and Benefits
Only non-employee Directors receive compensation for their services as Directors. For information about the compensation of Mr. Cahillane, refer to “Executive Compensation” beginning on page 45.
Our 2020 compensation for non-employee Directors was comprised of an annual cash retainer and equity-based grants. The annual pay is designed to attract and retain diverse, highly-qualified, seasoned, and independent professionals to represent all of our Shareowners, and is targeted against the median of our Compensation Peer Group. Refer to “Compensation Discussion and Analysis — Compensation Approach” for a description of the companies that make up our Compensation Peer Group. The N&G Committee reviews our Director compensation program on an annual basis with the Company's independent compensation consultant. The independent compensation consultant provides counsel to the Committee in a variety of ways, including an in-depth study that reports and analyzes the director compensation programs in the Compensation Peer Group in an effort to ensure that our program is competitive, consistent with market practice, and designed to attract qualified directors. Although the N&G Committee conducts this review on an annual basis, it generally considers adjustments to Director compensation every other year. No changes were recommended for 2020.
Our compensation is designed to create alignment between our non-employee Directors and our Shareowners through the use of equity-based grants. In 2020, approximately 60% of non-employee Director pay was in equity and approximately 40% was in cash, excluding the Lead Director and Committee Chair retainers.
Compensation as of January 2, 2021 (the end of fiscal year 2020), for non-employee Directors consisted of the following:
Annual Retainer
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There is an additional cash retainer of $30,000 for the Lead Director, $20,000 for the Chairs of the Audit, C&T, and N&G Committees, and $15,000 for the Chairs of the SRPP and Manufacturing Committees.
Actual annual pay varies somewhat among non-employee Directors based primarily on Lead Director and Committee chair responsibilities. To the extent the dollar value of the Annual Stock Awards Retainer exceeds $155,000 at the time of the grant, the excess amount is deducted from the Annual Cash Retainer payments.
Stock Awards
Stock awards are granted in early May and for non-employee Directors are automatically deferred pursuant to the Kellogg Company Grantor Trust for Non-Employee Directors. Under the terms of the Grantor Trust, shares are available to a Director only upon termination of service on the Board.
Business Expenses
Kellogg pays for the business expenses related to Directors attending Kellogg meetings, including room, meals and transportation to and from Board and Committee meetings. Directors are also eligible to be reimbursed for attendance at qualified Director education programs.
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Kellogg Company

Board and Corporate Governance
Director and Officer Liability Insurance and Travel Accident Insurance
Director and officer liability insurance (“D&O Insurance”) insures our Directors and officers against certain losses that they are legally required to pay as a result of their actions while performing duties on our behalf. Our D&O Insurance policy does not identify the premium for Directors versus officers and, therefore, a dollar amount cannot be assigned for individual Directors. Travel accident insurance provides benefits to each Director in the event of death or disability (permanent and total) during travel on Kellogg chartered and/or commercial aircraft. Our travel accident insurance policy also covers employees and others while traveling on Kellogg chartered and/or commercial aircraft and, therefore, a dollar amount cannot be assigned for individual Directors.
Deferral Program
Under the Deferred Compensation Plan for Non-Employee Directors, non-employee Directors may each year irrevocably elect to defer all or a portion of their Board annual cash retainer payable for the following year. The amount deferred is credited to an account in the form of units equivalent to the fair market value of our common stock. If the Board declares dividends, a fractional unit representing the dividend is credited to the account of each participating Director. A participant’s account balance is paid in stock upon termination of service as a Director. The balance is paid in a lump sum or in up to ten annual installments at the election of the Director. In the case of annual installments, dividend equivalents are earned and credited to the participant’s unpaid balance on the date earned until the account is distributed in full.
Minimum Stock Ownership Requirement
All non-employee Directors are expected to comply with stock ownership guidelines, under which they are expected to hold at least five times the annual cash retainer ($525,000 — five times the $105,000 cash retainer) in stock or stock equivalents, subject to a five-year phase-in period for newly-elected Directors. As of January 2, 2021, all of the non-employee Directors exceeded or were on track to meet this requirement. Mr. Cahillane is expected to comply with the stock ownership guidelines described in “Compensation Discussion and Analysis — Compensation Policies — Executive Stock Ownership Guidelines,” which is at least six times annual base salary. Mr. Cahillane is on track to meet this requirement.
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Board and Corporate Governance
Directors’ Compensation Table
The individual components of the total compensation calculation reflected in the table below are as follows:
Fees and Retainers
The amounts shown under the heading “Fees Earned or Paid in Cash” consist of annual retainers earned by or paid in cash to our non-employee Directors in 2020.
The amounts disclosed under the heading “Stock Awards” consist of the annual grant of deferred shares of common stock, which are placed in the Kellogg Company Grantor Trust for Non-Employee Directors. The dollar amounts for the awards represent the grant-date fair value calculated in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718 (Compensation — Stock Compensation).
Name
Fees
Earned
or Paid
in Cash
($)(1)
Stock
Awards
($)(2)
Option
Awards
($)(3)
Change in
Pension Value and
Nonqualified Deferred
Compensation Earnings
($)(4)
All Other
Compensation
($)
Total
($)
Stephanie A. Burns 124,939155,061— — — 280,000
Carter Cast104,939155,061— — — 260,000
Rick Dreiling104,939155,061— — — 260,000
Rod Gillum104,939155,061— — — 260,000
Zack Gund119,939155,061— — — 275,000
Jim Jenness104,939155,061— — — 260,000
Donald Knauss154,939155,061— — — 310,000
Mary Laschinger124,939155,061— — — 280,000
Erica Mann104,939155,061— — — 260,000
La June Montgomery Tabron119,939155,061— — — 275,000
Mike Schlotman (5)26,250— — — 26,250
Carolyn Tastad104,939155,061— — — 260,000
(1)The amount reflects the aggregate dollar amount of all fees earned or paid in cash for services as a non-employee Director. Differences reflect time on the Board during 2020, timing of quarterly payments, and cash retainers paid to Committee Chairs and the Lead Director.
(2)The amount reflects the grant-date fair value calculated in accordance with FASB ASC Topic 718 for the annual grant of 2,435 deferred shares of common stock. Refer to Notes 1 and 9 to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended January 2, 2021. The grant-date fair value of the stock-based awards will likely vary from the actual value the Director receives. The actual value the Director receives will depend on the number of shares and the price of our common stock when the shares or their cash equivalent are distributed. The number of shares of common stock held by each of our Directors is shown under “Security Ownership — Officer and Director Stock Ownership” on page 68 of this proxy statement.
(3)Kellogg does not grant stock options to non-employee Directors.
(4)Kellogg does not have a pension plan for non-employee Directors and does not pay above-market or preferential rates on non-qualified deferred compensation for non-employee Directors.
(5)Mr. Schlotman began his initial term on October 23, 2020, which was after the annual grant to non-employee Directors. In May 2021, Mr. Schlotman will receive a prorated portion of the 2020 stock awards for his service as Director prior to the 2021 Annual Meeting of Shareowners.

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Kellogg Company


Compensation
PROPOSAL 2
Advisory Resolution to Approve
Executive Compensation
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The Board recommends a vote FOR the resolution approving the compensation of our Named Executive Officers, as disclosed in this proxy statement pursuant to the compensation disclosure rules of the SEC.
Compensation and Talent Management Committee Report
As detailed in its charter, the Compensation and Talent Management ("C&T") Committee oversees our compensation program on behalf of the Board. In the performance of its oversight function, the Committee, among other things, reviewed and discussed with management the Compensation Discussion and Analysis set forth in this proxy statement. Based upon these reviews and discussions, the Committee recommended to the Board that the Compensation Discussion and Analysis be included in our Annual Report on Form 10-K for the fiscal year ended January 2, 2021 and our proxy statement to be filed in connection with our 2021 Annual Meeting of Shareowners, each of which will be filed with the SEC.
COMPENSATION AND TALENT MANAGEMENT COMMITTEE
Mary Laschinger, Chair
Rick Dreiling
Zack Gund
Don Knauss
Carolyn Tastad
Our Shareowners may vote, on an advisory (non-binding) basis, for a resolution to approve the compensation of our NEOs as disclosed in this proxy statement. At our 2018 Annual Meeting, a majority of Shareowners voted, consistent with the recommendation of Kellogg’s Board of Directors, to hold an annual shareowner advisory vote on a resolution to approve the compensation of Kellogg’s named executive officers. The annual vote will continue until the next required vote on the frequency of shareowner votes on the compensation of Kellogg’s named executive officers as required pursuant to Section 14(A) of the Securities and Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, which we expect will take place at our 2024 Annual Meeting of Shareowners. The Board of Directors believes that the annual advisory votes on a resolution to approve executive compensation allow our Shareowners to provide us with their regular, direct input on our compensation philosophy, policies and practices as disclosed in the proxy statement, and is consistent with our policy of seeking input from, and engaging in discussions with, our Shareowners on corporate governance matters and our executive compensation philosophy, policies and practices.
This executive summary highlights core principles of our compensation program and the approach followed by the C&T Committee.
Core Principles
We operate in a robust and challenging industry, where competitive compensation is central to business performance. We believe that our executive compensation program for our NEOs should be designed to
provide a competitive level of total compensation necessary to attract and retain key talent to help deliver successful business performance;
appropriately motivate our NEOs to contribute to our near-and long-term success; and
help drive long-term total return for our Shareowners.

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Compensation
Accordingly, the Core Principles that underpin our executive compensation program include Pay for Performance, Shareowner Alignment, Values-Based and Risk Mitigation. A detailed description of these principles is included in the CD&A, and the following is a brief overview of each.
 
Pay for
Performance
Our compensation program is designed to have a significant portion of an NEO’s compensation linked to Kellogg’s actual performance. We accomplish this by utilizing “performance-based” pay programs like our annual incentive plan, stock option plan and three-year executive performance plan, and by limiting perquisites.
 
 
Shareowner
Alignment
We align the interest of our NEOs with Shareowners by encouraging our NEOs to have a meaningful personal financial stake in Kellogg. We gain this alignment by maintaining stock ownership guidelines, having stock-based programs represent a significant portion of an NEO’s target compensation and using compensation plan goals that are tied to key financial metrics of Kellogg. In addition, our C&T Committee uses verification tools such as ‘total shareowner return’ as a key financial metric when reviewing performance to verify our pay for performance connection.
 
 
Values-BasedOur NEOs are evaluated on the behaviors they exhibit as they drive results. The compensation program links the “what” each NEO contributes as well as “how” an NEO makes those contributions.
 
 
Risk MitigationOur compensation program is designed to mitigate risks relating to our business. The program accomplishes this by balancing short-term and rolling three-year incentives, which uses various financial metrics to ensure the business grows in a balanced, sustainable manner. In addition, we use clawback provisions to mitigate risk by creating appropriate remedies under certain circumstances.
 
Compensation Approach
Our compensation approach is based on (a) driving independent decision-making, (b) utilizing Compensation Peer Group data to appropriately benchmark compensation, (c) following a consistent, rigorous compensation target setting process, and (d) using verification tools to ensure appropriate decisions are being made.
2020 Performance/Payouts
AIP Payouts (Pay for Performance)
For our 2020 AIP, the payout for Corporate and the North America business (which is a component of Mr. Hood’s AIP) is 160% and 155%, respectively, of target. Our NEOs (other than Mr. Hood) received a payout of 160% of target and Mr. Hood received a payout of 156% of target, before consideration for individual performance. As further described below, all of the NEOs' payments (other than Mr. Hood's) are based on overall company performance. The AIP for Mr. Hood is based partially on the Corporate AIP financial targets and partially on the performance of the North American region he leads as president. In exercising its judgment-based methodology to ensure pay is consistent with the Company’s performance, the C&T Committee considered a number of factors for Corporate employees, including: (i) working differently and managing effectively through the crisis, resulting in keeping our employees safe, supplying our markets with food, aiding our communities, and preserving financial flexibility; (ii) actual performance that was significantly above the 2020 AIP financial targets for net sales, operating profit growth, and cash flow; (iii) returning to balanced growth, featuring the Company’s highest organic net sales growth in many years with growth in each region of the business, as well as improved gross profit margin and increased cash flow as a percent of net income; and (v) investment for the future, including expansion of capacity and increased brand investment.
EPP Payouts (Pay for Performance)
The Company’s Executive Performance Plan (“EPP”) is a stock-based, pay for performance, three-year incentive plan. The actual percent of the EPP target paid to our NEOs each year can range from 0% to 200% of the target opportunity. The payout for the 2018-2020 EPP is 100% of target.
The goals for the 2018-2020 EPP were tied to adjusted net sales growth ("EPP Net Sales") and relative total shareowner return (“TSR”) during the three-year performance period. During the performance period, the Company delivered EPP Net Sales of 2.9%, which is significantly above the 0-1% target range. For this particular EPP plan, net sales are adjusted to exclude certain elements not contemplated on the grant date. The Company’s relative TSR performance during the period was at the 29th percentile of the TSR Peer Group, slightly below the 33rd–67th percentile target range. The TSR Peer Group consists of the S&P 500 "Food, Beverage, & Tobacco" excluding Tobacco, as previously disclosed in our Proxy relating to our 2018 fiscal year, using companies that comprise the comparison group at the start of the performance period with subsequent entrants to the group disregarded and companies that are removed are no longer included. Under the Plan, this performance results in a payout of up to 100% of the share target amount. The Committee determined that our NEOs should receive a payout of 100% of share target amount, which was appropriate for the Company’s performance during this period after considering the financial performance as well as (i) organic net sales growth above our peer group median; (ii) historical benchmarking data relating to the performance and commensurate payout of our peer groups; and (iii) successful execution of Deploy for Growth Strategy, which was launched in 2018 with the goal of restoring top-line growth.
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Kellogg Company

Compensation
For the reasons discussed above, we are asking our Shareowners to indicate their support for our NEO compensation as described in this proxy statement by voting “FOR” the following resolution. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our NEOs and the philosophy, policies and practices described in this proxy statement.
“RESOLVED, that Kellogg Company’s Shareowners approve, on an advisory basis, the compensation of the named executive officers, as disclosed in Kellogg Company’s Proxy Statement for the 2021 Annual Meeting of Shareowners pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the Summary Compensation Table and the other related tables and disclosure.”
This resolution is advisory, and therefore not binding on Kellogg, the Board or the C&T Committee. The Board and the C&T Committee value the opinions of Kellogg’s Shareowners and, to the extent there is any significant vote against the NEO compensation as disclosed in the proxy statement, we will consider such Shareowners’ concerns and the Committee will evaluate whether any actions are necessary to address those concerns.
Compensation Discussion and Analysis
In order to present Kellogg’s executive compensation program in a simple and understandable manner, the Compensation Discussion and Analysis (“CD&A”) has been organized into the following sections:
A.Key Decisions Summary – an overview of compensation decisions and program updates.
B.Core Principles – the fundamental tenets upon which our compensation program is built, such as “pay for performance.”
C.Compensation Approach – the process used to develop plan design, set compensation, and verify that actual pay is consistent with our Core Principles.
D.Compensation Plans and Design – the specific elements of the compensation program and 2020 pay.
E.Compensation Policies – key policies that govern the operation of the plans.
It is important to read this section in conjunction with the detailed tables and narrative descriptions under “Executive Compensation” beginning on page 45 of this proxy statement.
In this proxy statement, we refer to our CEO, CFO, and the other three individuals as our “named executive officers” or “NEOs.”
A. Key Decisions Summary / Core Principles / Approach / Plans and Design / Policies
The C&T Committee took the following key actions:
Program Updates
The C&T Committee regularly reviews the design and effectiveness of the Company’s compensation program. This includes engaging with a variety of stakeholders to gain feedback and input on the Company's compensation programs, including the Company’s discussions with Shareowners and on-going reviews with the Company’s independent compensation consultant. Based on this input and C&T Committee deliberation, the following program updates were made to the Company’s executive program for 2020:
AIP Performance Metric Weights (Pay for Performance). In 2020, AIP Cash Flow was added as a financial metric for the AIP program, which resulted in a focus on both cash flow and balanced sales and profit. The 2020 financial metric weights were 40% AIP Net Sales, 40% AIP Operating Profit and 20% AIP Cash Flow, as such terms are defined below.
2020-2022 EPP Metrics (Shareowner Alignment). The C&T Committee updated the metrics for the 2020-2022 EPP awards to measure aggregate operating cash flow in addition to Net Sales. The 2019-2021 EPP program measured net sales and relative TSR. That said, the Committee will continue to assess relative TSR performance in determining appropriate payouts at the end of the performance period. The update is designed to enhance the focus on our financial flexibility while maintaining the focus on net sales growth.
LTI vehicle mix (Shareowner Alignment). In 2020, the LTI vehicle mix for NEOs (other than our CEO) was updated. Consistent with evolving market practices and to promote share ownership, the Committee decreased the weighting on stock options from 40% to 25% and increased the weighting on RSUs from 10% to 25%. In both years, EPP was 50% of the mix.
2020 Annual Incentive Plan (“AIP”) Payouts (Pay for Performance)
2020 AIP Payout 160% of target
For our 2020 AIP, the payout for Corporate and the North America business (which is a component of Mr. Hood’s AIP) is 160% and 155%, respectively, of target. Our NEOs (other than Mr. Hood) received a payout of 160% of target and Mr. Hood received a payout of 156% of target, before consideration for individual performance. For more information about the AIP and actual payouts for each NEO, see “Annual Incentives” beginning on page 39 of this proxy statement.
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Compensation
2018-2020 Executive Performance Plan (“EPP”) Payouts (Pay for Performance)
2018-2020 EPP Payout 100% of target
For the 2018-2020 EPP, the Company delivered EPP Net Sales growth of 2.9%, which is significantly above the 0-1% target range. With respect to relative TSR, the Company was at the 29th percentile of the TSR Peer Group, slightly below the 33rd–67th percentile target range. Under the Plan, this performance results in a payout of up to 100% of the share target amount. The Committee determined that our NEOs should receive a payout of 100% of share target amount which was appropriate for the Company’s performance during this period. For more information about the 2018-2020 and actual payouts for each NEO, see “Long Term Incentives” beginning on page 42 of this proxy statement.
B. Key Decisions Summary / Core Principles / Approach / Plans and Design / Policies
We operate in a robust and challenging industry, where competitive compensation is central to business performance. We believe that our executive compensation program for our NEOs should be designed to
Provide a competitive level of total compensation necessary to attract and retain key talent to help deliver successful business performance;
Appropriately motivate our NEOs to contribute to our near-and long-term success; and
Help drive long-term total return for our Shareowners.
Accordingly, our compensation program is based on the following core principles — each of which is more fully described below.
Pay for Performance,
Shareowner Alignment,
Values-Based, and
Mitigating Risk.
In addition to our executive compensation programs, for our broad employee population, we regularly review our compensation practices for compliance and fairness.
Pay for Performance
The fundamental principle underlying our compensation programs is pay for performance. That is, linking the amount of actual pay to the performance of Kellogg and each NEO. We accomplish this in several ways, including ensuring that target pay levels are market based, utilizing “performance-based” pay, and limiting perquisites (each of which is more fully described below).
Market Driven Compensation
All components of our executive compensation package are targeted at the median of the market of our Compensation Peer Group to ensure that our executives are appropriately compensated, and we are able to recruit and retain the right talent for the organization. Compensation opportunities vary based on time in position, criticality of retention, and sustained performance, as well as other factors. Annual incentive compensation targets may be above or below the median of our Compensation Peer Group based on a variety of factors, including experience and tenure in the role. Actual incentive compensation payouts are based on performance against pre-determined goals that are designed to drive sustainable results and increase Shareowner value.
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Kellogg Company

Compensation
Performance-Based Compensation
A significant portion of our senior executive’s target compensation is “performance-based” pay, tied to both short-term performance (AIP awards) and long-term performance (EPP awards and stock options). The annual compensation package for our CEO, Mr. Cahillane, has approximately 89% of target annual compensation (salary, annual incentives and long-term incentives) linked to performance-based incentives. The annual compensation package for our other NEOs averaged approximately 64% of target annual compensation linked to performance-based incentives.
Limited Perquisites
To further ensure pay for performance, executives receive limited perquisites, as shown on page 46. For additional information about perquisites, refer to “Executive Compensation — Summary Compensation Table — footnote ‘6’.”
Shareowner Alignment
Aligning the interests of our executives with Shareowners is an important way to drive behaviors that will generate long-term Shareowner value. We align these interests by using equity awards that have a longer-term focus and by maintaining robust stock ownership guidelines (each of which is more fully described below). Equity-based incentives are an effective method of facilitating stock ownership and further aligning the interests of executives with those of our Shareowners. Consequently, a significant portion of our NEO’s total target compensation is comprised of equity-based incentives (approximately 70% of our CEO’s annual target compensation, and an average of 56% of our other NEO’s annual target compensation).
At the 2020 Annual Meeting of Shareowners, our Shareowners expressed strong support for the Company’s compensation program with approximately 97% of votes cast in favor of Kellogg’s “Say-on-Pay” proposal. In addition, during the course of 2020, the Company continued regularly engaging with our Shareowners about various corporate governance topics, including executive compensation. When setting compensation, and in determining compensation policies and practices like changing long-term incentives mix and the performance metrics, the C&T Committee took into account feedback from Shareowners received through the Company’s Shareowner outreach program, as well as the results of the 2020 Shareowner advisory resolution to approve executive compensation.
Longer-Term Focus
Our EPP is a stock-based, pay for performance, multi-year incentive plan intended to focus senior management on achieving critical goals over three-year periods. This approach provides the right balance of focusing senior management on important operational and financial goals and providing a direct link to shareowner interests. Specifically, for the 2018-2020 EPP, these goals were tied to adjusted net sales growth and TSR. For the 2020-2022 EPP, the metrics are organic net sales growth and aggregate cash flow. Restricted stock units granted in 2020 are subject to three-year cliff vesting. Similarly, stock options granted vest in three equal annual installments in 2021, 2022, and 2023 and have a 10-year term.
Stock Ownership Guidelines
Kellogg has established robust share ownership guidelines to strengthen the ongoing and continued link between the interests of NEOs and Shareowners. The CEO is expected to own shares equal to at least six times his base salary. The other NEOs are expected to own shares equal to at least three times their base salary. The Company has a policy such that there is a holding period which requires that all of our NEOs hold all shares received from option or stock awards until their respective ownership guideline is met. Our NEOs currently exceed or are on track to meet their ownership guidelines.
Values-Based
Kellogg’s compensation program is designed to reward an executive’s performance and contribution to Kellogg’s objectives. Each NEO is evaluated on their specific contributions (the “what”), as well as the behaviors they exhibit as they drive results (the “how”). The shared behaviors (what we call our “K Values”) that Kellogg expects and believes are essential to achieving long-term dependable and sustainable growth and increased value for Shareowners are as follows:
acting with integrity and showing respect;
being accountable for our actions and results;
being passionate about our business, our brands and our food;
having the humility and hunger to learn;
striving for simplicity; and
loving success.

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Compensation
Mitigating Risk
The compensation program is designed so that it does not encourage taking unreasonable risks relating to our business. Kellogg’s compensation programs mitigate risk by balancing short-term and rolling multi-year incentives which use various financial metrics to encourage the business to grow in a balanced, sustainable manner. In addition, the use of clawback provisions further drives risk mitigation by creating appropriate remedies under certain circumstances.
In 2020, the Board of Directors and the C&T Committee reviewed our compensation program to identify any design features that could reasonably be considered to encourage excessive risk taking and Kellogg’s approach to those features. As a result of this review, and together with input from the independent compensation consultant, the Board of Directors and the C&T Committee determined that the risks arising from Kellogg’s compensation policies and practices for our employees are not reasonably likely to have a material adverse effect on Kellogg.
Clawback Policies
We maintain clawback provisions in each of our AIP, stock options, restricted stock units, and EPP programs which give the Company the ability to recover (“clawback”) previously granted payments. The provisions allow Kellogg to recoup performance-based gains by executive officers (and other program participants) for fraud or misconduct causing a financial restatement. Beginning in 2018, we expanded our provisions in all equity awards to require clawback after vesting or exercise (and forfeiture of awards before vesting) if an executive violates the non-compete or non-solicitation provisions of the awards or an executive engages in any activity that is contrary or harmful to Kellogg’s interest.
C. Key Decisions Summary / Core Principles / Approach / Plans and Design / Policies
Our compensation approach is based on (a) driving independent decision-making, (b) utilizing Compensation Peer Group data to appropriately benchmark compensation, (c) following a consistent, rigorous compensation target setting process, and (d) utilizing verification tools to ensure appropriate decisions are being made. Each is described more fully below.
Independent Decision Making
Our C&T Committee is responsible for administering the compensation program for executive officers of Kellogg. The members of the Committee are fully independent, none of the Committee members are current or former employees of Kellogg, and they are not eligible to participate in any of our executive compensation programs. For more information, see “Board and Committee Membership — Compensation and Talent Management Committee.” In addition, the Committee has utilized an independent compensation consultant for many years. FW Cook served in this capacity until July 2020 at which time Semler Brossy was appointed.
FW Cook worked and Semler Brossy works directly for the C&T Committee, and, pursuant to Company policy, are prohibited from providing any consulting or other services to Kellogg or our executive officers other than the work performed on behalf of the Committee or the Board. The Committee has considered the independence of FW Cook and Semler Brossy in light of SEC rules and NYSE listing standards. In connection with this process, the Committee has reviewed, among other items, a letter from FW Cook and Semler Brossy addressing the independence of FW Cook and Semler Brossy and the members of the consulting team serving the Committee, including the following factors: (i) services provided to Kellogg by FW Cook and by Semler Brossy, (ii) fees paid by Kellogg as a percentage of FW Cook's and Semler Brossy’s total revenues, (iii) policies or procedures of FW Cook and Semler Brossy that are designed to prevent conflicts of interest, (iv) any business or personal relationships between the senior advisor of the consulting team with a member of the Committee, (v) any Company stock owned by the senior advisor or any member of his immediate family, and (vi) any business or personal relationships between our executive officers and the senior advisor. The Committee discussed these considerations and concluded that the work performed by FW Cook and Semler Brossy and its senior advisors involved in the engagement did not raise any conflict of interest.
Peer Groups and Competitive Positioning
We use peer groups to benchmark our compensation against comparable companies and for different components of our overall compensation program to ensure they are competitive and delivering compensation in line with performance:
Peer GroupOverview/Selection CriteriaPrimary Purpose
Compensation Peer Group
Consists of companies which we generally compete with for talent, including both food companies and companies in other relevant industries. This group is reviewed on a periodic basis for appropriateness.
Establish target compensation (Base Salary, AIP and LTI).
Performance Peer Group
Generally consists of the food companies in the broader Compensation Peer Group. This group is reviewed on a periodic basis for appropriateness.
Assess relative company performance and assess incentive payouts
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The “Compensation Peer Group” is used to ensure that our executive officer compensation is competitive in the marketplace. Consequently, we benchmark our executive compensation to that of the Compensation Peer Group. The C&T Committee uses peer group data to benchmark base salary, target annual and long-term incentives and total compensation.
The Committee reviews at least annually the Compensation Peer Group to confirm that it continues to be an appropriate benchmark. The Committee determines the Compensation Peer Group, taking into account input from the independent compensation consultant whose viewpoints are based on objective screening criteria for a variety of factors and considers a variety of criteria, including companies that (i) are in the same or similar lines of business, (ii) compete for the same customers with similar products and services, (iii) have comparable financial characteristics that investors view similarly, (iv) consider Kellogg a peer, (v) proxy advisory firms consider Kellogg’s peers, and (vi) are within a reasonable range in terms of percentile rank of Kellogg for key financial metrics such as revenue, pre-tax income, total assets, total equity, total employees, market capitalization, and composite percentile rank.
While we believe that our Compensation Peer Group is representative of the market in which we compete for talent, the composition of our Compensation Peer Group has changed over time based on market events such as mergers and divestitures.
The “Performance Peer Group” is used to assess our incentive plan payouts and performance relative to the performance of these direct competitors. This group includes many of the food companies in the broader Compensation Peer Group. The Performance Peer Group companies were chosen because they most closely compete with Kellogg in the consumer marketplace and for investors’ dollars, and face similar business dynamics and challenges. Annual incentive compensation payouts will depend largely upon Kellogg’s performance versus our operating plan budgets and in part upon our performance relative to our Performance Peer Group.
For 2020, Post Holdings was added to the Compensation Peer Group and Performance Peer Group due to their comparability in business and size and Nestle and Unilever were removed from the Performance Peer Group due to their different geographic and business mix.
As expected, there is meaningful overlap and differences between the Compensation Peer Group and Performance Peer Group. For 2020, our Compensation Peer Group and Performance Peer Group are comprised of the following companies:
COMPENSATION PEER GROUP
PERFORMANCE PEER GROUP
The Clorox Company
Colgate-Palmolive Co.
The Estee Lauder Cos., Inc.
Hormel Foods Corporation
Keurig Dr. Pepper Inc.
Kimberly-Clark Corporation
Mattel, Inc.
McDonald’s Corporation
Nike, Inc.
Whirlpool Corporation
YUM! Brands, Inc.
Campbell Soup Co.
ConAgra Brands, Inc.
The Hershey Company
General Mills, Inc.
The J.M. Smucker Company
The Kraft Heinz Company
McCormick & Company, Inc.
Mondelēz International, Inc.
Post Holdings
PepsiCo Inc.
Our total compensation package is targeted at the median of our Compensation Peer Group. Actual incentive compensation payouts will depend largely upon Kellogg’s performance versus our operating plan budgets and in part upon our performance relative to our Performance Peer Group. Again, the design drives pay for performance. We believe this approach allows Kellogg to recruit the best talent for the organization and pay for performance.
Consistent, Rigorous Process
Each year, the C&T Committee follows a consistent, rigorous process to determine compensation for the NEOs:
The independent compensation consultant presents the Committee with relevant compensation information such as a market assessment, Compensation Peer Group benchmarking data, information about other relevant market practices, and emerging trends.
This compensation information provides detailed information for both CEO compensation and the compensation for the other NEOs.
The independent consultant makes recommendations to the Committee regarding target levels for each pay element for the CEO and the other NEOs, and the CEO makes recommendations to the Committee regarding the performance and compensation for each NEO (other than himself).
Based on its review of performance versus our operating plan, performance against the Performance Peer Group, individual performance, input from the independent compensation consultant and other factors, the Committee makes recommendations to the independent members of the Board regarding the compensation for the CEO and the other NEOs.
The independent members of the Board determine the compensation of the CEO and the other NEOs.
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Compensation
Verification Tools
The C&T Committee utilizes several tools to help verify that the design of our program is consistent with our Core Principles and that the amount of compensation is within appropriate competitive parameters. For example, each year, the Committee reviews “pay tallies,” which include a detailed analysis of each NEO’s target and actual annual cash compensation, equity awards, retirement benefits, perquisites, change-in-control and severance payments, and wealth accumulation. In connection with this review, no unintended consequences or other concerns of the compensation program design were discovered. In addition, the Committee concluded that the total compensation of the NEOs aligns pay with performance and is appropriate and reasonable. Our Committee also uses a key financial metric, TSR, as an additional verification tool to verify our pay for performance connection.
D. Key Decisions Summary / Core Principles / Approach / Plans and Design / Policies
NEO compensation includes a combination of annual cash and long-term incentive compensation. Annual cash compensation for NEOs is comprised of base salary and the AIP. Long-term incentives consist of stock option grants, three-year EPP awards and restricted stock units (except for the CEO, who does not receive any restricted stock units).
Total Compensation
Key elements of our 2020 NEO compensation program are as follows.
Element
Performance /
Vesting Period (yrs.)
Purpose
Characteristics
FixedBase Salaries
Compensates executives for their level of responsibility and sustained individual performance. Also, helps attract and retain strong talent.
Fixed component; evaluated annually.
Performance - Based
Annual Incentives
(AIP)
One year
Promotes achieving our annual corporate and business unit financial goals, as well as non-financial objectives such as people safety, food safety and diversity and inclusion.
Performance-based cash opportunity; amount varies based on Company and business results, and individual performance.
Long-Term Incentives
(Executive Performance Plan and Stock Options)
Three years
Promotes (a) achieving our long-term corporate financial goals through the 3-year EPP program and (b) stock price appreciation through stock options.
Performance-based equity opportunity; amounts earned/ realized will vary from the targeted grant-date fair value based on actual financial and stock price
Stock OwnershipLong-Term Incentives (RSUs)Three years
Creates a balanced long-term incentive program, helping to manage equity utilization while aligning to market practice.
Cliff vesting provides meaningful retention value; improved stock price performance enhances overall value of awards.
OtherPost-Termination Compensation
Facilitates attracting and retaining high caliber executives in a competitive labor market in which formal severance plans are common.
Contingent component; only payable if the executive’s employment is terminated under certain circumstances.
Retirement PlansLong-Term
We provide both matching and fixed Company contributions based on employee deferrals and years of service, respectively.
Fixed component; however, contributions vary based on employee elections.

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Base Salaries
The C&T Committee considers a number of factors when determining NEO base salaries including experience, proficiency, individual contributions, job market conditions, sustained performance in role, and the individual’s current base salary compared with those of persons in similar positions at other companies in the Compensation Peer Group. Annually, the C&T Committee evaluates whether to award base salary increases, including considering changes in an NEO’s role and/or responsibility. In 2020, the NEOs received base salary increases that, in the Committee’s view, correctly positioned each NEO’s salary appropriately to the market.
Annual Incentives
Annual incentive plan (“AIP”) awards to the NEOs are paid under the terms of the Kellogg Company 2017 Long-Term Incentive Plan (“LTIP”), which was approved by the Shareowners and is administered by the C&T Committee.
At the beginning of fiscal 2020, the Committee established annual incentive opportunities for each NEO as a percentage of the executive’s base salary (“AIP Target”). Each year, the Committee sets performance ranges (which we refer to as “bandwidths”) centered on both financial and non-financial performance targets. Our NEOs’ AIP Target consisted of (a) financial metrics (90% weighting) consisting of net sales (“AIP Net Sales”), operating profit (“AIP Operating Profit”), and cash flow (“AIP Cash Flow”) which are weighted at 40%, 40%, and 20% respectively and (b) non-financial metrics (10% weighting) consisting of People Safety, Food Safety/Quality and Diversity & Inclusion. For NEOs (other than Mr. Hood), the financial and non-financial metrics are based on Corporate targets. For our regional presidents, including Mr. Hood, the 90% financial metrics are based on 70% regional targets and 20% Corporate targets, and non-financial metrics are based on regional targets.
piechart_aiptrgtxpg411.jpg
 Financial MetricsNon-Financial Metrics
NEOs (other than Regional Presidents)
Based on Corporate target (90%)
Based on Corporate target (10%)
Regional Presidents
Based on regional target (70%) and Corporate target (20%)
Based on regional target (10%)
The C&T Committee and management believe that by using the financial metrics of AIP Net Sales, AIP Operating Profit, and AIP Cash Flow, Kellogg is encouraging top-line growth, as well as profitable growth and cash generation for Shareowners. The Committee and management further believe that the financial metrics should measure comparable operating performance, as those measures provide a clearer view into the Company’s underlying performance. Consequently, the AIP Net Sales excludes the impact of acquisitions, divestitures, foreign currency and differences in shipping days, including the 53rd week (as discussed on page 45 hereof). AIP Operating Profit excludes the effect of restructuring programs, mark-to-market adjustments for commodities and certain foreign currency contracts, multi-employer pension plan withdrawal liabilities, other costs impacting comparability, and foreign currency. We measure AIP Cash Flow as net cash provided by operating activities reduced by capital expenditures. While Corporate AIP Cash Flow reflects Kellogg Company consolidated results, North America AIP Cash Flow does not include allocated cash flows for interest, income taxes, and other activities included in our Corporate reportable segment.


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Compensation
As a result of the budgeted assumptions, performance reported in our financial statements may differ from performance against our AIP performance targets. AIP Net Sales, AIP Operating Profit, and AIP Cash Flow are non-GAAP measures, which will differ from the GAAP measures of net sales growth, operating profit growth and cash provided by operating activities.
The financial targets and bandwidths are based on our operating plan for the fiscal year and are designed to achieve our business objectives. Targets are then compared with the forecasted performance of the Performance Peer Group to ensure that our operating plan targets are reasonable and challenging. Operating plan targets generally fall within the median range of forecasted performance for the Performance Peer Group. The actual percent of the AIP Target paid to our NEOs each year can range from 0% to 200% of the target opportunity.
In addition to operating results, each NEO is held accountable for achieving annual goals set at the start of the fiscal year relating to driving the successful achievement of the Company’s strategy and related business priorities. Consistent with our commitment to a balanced approach between individual performance and adherence to our Core Principles, the NEOs are assessed both against their level of individual achievement against these agreed upon goals and the alignment of their behavior in achieving those goals with our core values.
2020 AIP Payouts
For our 2020 AIP, the payout for Corporate and the North America business (which is a component of Mr. Hood’s AIP) is 160% and 155%, respectively, of target. Our NEOs (other than Mr. Hood) received a payout of 160% of target and Mr. Hood received a payout of 156% of target, before consideration for individual performance. All of the NEOs' payments (other than Mr. Hood's) are based on overall company performance. The AIP for Mr. Hood is based partially on the Corporate AIP financial targets and partially on the performance of the North American region he leads as president.
For 2020, the target performance goals and performance against those goals for Corporate were Corporate AIP Net Sales growth of 6.0% against a target of 1.9%, Corporate AIP Operating Profit growth of 3.5% against a target of (4.0)% (which target included the negative impact of businesses divested in 2019), and Corporate AIP Cash Flow of $1,481 million against a target of $950 million. The target performance goals and performance against those goals for North America in 2020 were North America AIP Net Sales growth of 5.1% against a target of 2.4%, North America AIP Operating Profit growth of 3.1% against a target of (0.1)%, and North America AIP Cash Flow of $1,653 million against a target of $1,444 million. Overall, the AIP Net Sales, AIP Operating Profit, and AIP Cash Flow for Corporate and North America were significantly above expectations, resulting in an AIP formulaic payout factor for the financial metrics of 200% of target for Corporate and 175% of target for North America.
Since the onset of the COVID-19 pandemic in 2020, the Company executed well against our priorities of keeping employees safe, supplying food to the marketplace, aiding our communities, and preserving financial flexibility. From a financial performance standpoint in 2020, Kellogg finished the year with results that were significantly better than its original financial guidance, and achieved balanced growth between sales, margin expansion, earnings, and cash flow conversion.
After considering the Company’s financial performance, individual performance adjustments to recognize the contributions of many employees across the organization, and our objective during a unique year to preserve an appropriate portion of the operating profit above target performance for our shareowners, the AIP financial performance payout factors were adjusted. In addition, the payout factors were adjusted to reflect the formulaic impact of the non-financial performance of 130% for Corporate and 125% for North America. These adjustments resulted in payout factors of 160% of target for Corporate and 155% of target for North America.
For the non-financial metrics, objective and challenging performance targets were set at the beginning of the fiscal year for:
Food safety and quality measures. The Company continues to drive strong programs across the network, and was above target for Corporate and North America, with strong improvement in year over year percentage of foreign materials and a reduction in consumer complaints.
Diversity and inclusion. The Company continues its focus on diversity and inclusion as an important enabler to its business. In 2020, the Company was above target for Corporate and North America, based on its results on hiring, promotions and turnover.
People safety. The Company was above target for Corporate and at target for North America on its people safety metrics, by decreasing actual results in total recordable incidents, decreasing the lost time incident rate, and decreasing number of hand injuries.
In determining the appropriate AIP payout for the Company’s performance, the C&T Committee considered a number of factors, including:
working differently and managing effectively through the crisis, resulting in keeping our employees safe, supplying our markets with food, aiding our communities, and preserving financial flexibility;
actual performance that was significantly above the 2020 AIP financial targets for net sales growth, operating profit growth, and cash flow;
returning to balanced growth, featuring the Company's highest organic net sales growth in many years with growth in each region of the business, as well as improved gross profit margin and increased cash flow as a percent of net income; and
investment for the future, including expansion of capacity and increased brand investment.
In exercising its judgment-based methodology to ensure appropriate pay for the Company’s performance, the C&T Committee determined that our NEOs should receive the payout factors described above. That payout is 160% of target for our NEOs (other than Mr. Hood) and 156% of target for Mr. Hood, before consideration for individual performance.
The C&T Committee did not make any individual performance adjustments to NEO AIP payouts for 2020.
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The chart below includes information about the 2020 AIP for each NEO.
AIP Target(1)
AIP Maximum
2020 AIP Payout
(Paid in March 2021) 
Name% of Base
Salary
Amount
($)
Amount
($)
% of AIP
Target
Amount
($)
Steve Cahillane160 %2,080,000 4,160,000 160 %3,328,000 
Amit Banati100 %775,000 1,550,000 160 %1,240,000 
Chris Hood110 %874,500 1,749,000 156 %1,364,220 
Gary Pilnick95 %745,750 1,491,500 160 %1,193,200 
Alistair Hirst90 %612,000 1,224,000 160 %979,200 
(1)For AIP purposes, incentive opportunities are based on executives’ salary levels at the last day of the calendar year.
Long-Term Incentives
Long-term incentives are provided to our executives under the 2017 Long-Term Incentive Plan (“LTIP”), which was approved by our Shareowners. These incentives are intended to promote achieving our long-term Corporate financial goals and earnings growth. The LTIP allows for grants of stock options, stock appreciation rights, restricted shares and units and performance shares and units (such as EPP awards).
All of the 2020 long-term incentive opportunity for the NEOs was provided through stock-based awards, which the C&T Committee believes best achieves several of the Core Principles, including Pay for Performance and Shareowner Alignment. Long-term incentive awards for our NEOs are determined on a position-by-position basis using proxy and survey data for corresponding positions in our Compensation Peer Group. For 2020, the Committee determined that the NEOs, other than the CEO, would receive approximately 50% of their long-term incentive opportunity in performance shares (granted under the EPP), 25% in stock options, and 25% in Restricted Stock Units (“RSUs”). Consistent with evolving market practices and to promote share ownership, the Committee increased the weighting on RSUs from 10% to 25% and decreased the weighting on Options from 40% to 25%. The Committee determined that the CEO would receive approximately 60% of the long-term incentive opportunity in performance shares (granted under the EPP) and the remaining 40% in stock options. The CEO did not receive RSUs in 2020.
Individual awards at grant may vary from target levels based on the individual’s performance, ability to impact financial performance and future potential.
Executive Performance Plan
The EPP is a stock-based, pay for performance, three-year incentive plan` intended to focus senior management on achieving critical three-year operational goals. The actual percent of the EPP target paid to our NEOs each year can range from 0% to 200% of the target opportunity. The performance levels are based on our long-range operating plan to be challenging and drive sustainable growth. The EPP contemplates the use of various metrics, as determined by the C&T Committee from time to time.
2018-2020 EPP. The payout for the 2018-2020 EPP is 100% of target. Vested EPP awards are paid in Kellogg common stock. The 2018-2020 EPP performance period ended on January 2, 2021 (the last day of fiscal 2020). In February 2021, after Kellogg’s 2020 annual audited financial statements were completed, the C&T Committee reviewed our performance and used a judgment-based methodology in exercising its discretion to determine the actual payout for the NEOs.
The goals for the 2018-2020 EPP were tied to adjusted net sales growth ("EPP Net Sales") and relative total shareowner return (“TSR”) during the three-year performance period. These metrics were chosen to drive key business goals and increase Shareowner value. During the performance period, the Company delivered EPP Net Sales of 2.9%, which is significantly above the 0-1% target range. For this particular EPP plan, net sales are adjusted to exclude certain elements not contemplated on the grant date. Specifically, EPP Net Sales excludes Multipro acquired in 2018 and the divested cookie, fruit snacks, pie crusts and ice-cream cone businesses. In addition, EPP Net Sales also excludes fiscal year 2020’s 53rd week and foreign currency translation. The Company’s relative TSR performance during the period was at the 29th percentile of the TSR Peer Group, slightly below the 33rd–67th percentile target range. The TSR Peer Group consists of the S&P 500 "Food, Beverage, & Tobacco" excluding Tobacco, as previously disclosed in our Proxy relating to our 2018 fiscal year, using companies that comprise the comparison group at the start of the performance period with subsequent entrants to the group disregarded and companies that are removed are no longer included. Under the Plan, this performance results in a payout of up to 100% of the share target amount. The Committee determined that our NEOs should receive a payout of 100% of share target amount, which was appropriate for the Company’s performance during this period after considering the financial performance as well as (i) organic net sales growth above our peer group median; (ii) historical benchmarking data relating to the performance and commensurate payout of our peer groups; and (iii) successful execution of Deploy for Growth Strategy, which was launched in 2018 with the goal of restoring top-line growth.
2020-2022 EPP. The C&T Committee reviews the EPP metrics annually and receives input on the metrics from the Company's independent compensation consultant and through the Company’s Shareowner outreach program. For the 2020-2022 EPP, the metrics are organic net sales growth and aggregate operating cash flow.
In 2020, the Committee also set each individual’s EPP target at 50% of their total long-term incentive opportunity (60% for the CEO). Participants in the EPP have the opportunity to earn between 0% and 200% of their EPP target. Dividend equivalents accrue and vest
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in accordance with the underlying EPP award. For the 2020-2022 EPP, the performance targets are organic net sales growth (excluding acquisitions and divestitures during the performance period and foreign currency) and aggregate net cash provided by operating activities reduced by capital expenditures. The 2020-2022 EPP cycle began on December 29, 2019 (first day of fiscal 2020) and concludes on December 31, 2022 (last day of fiscal 2022). The 2020-2022 EPP award opportunities, presented in number of potential shares that can be earned, are included in the Grant of Plan-Based Awards Table on page 48 of this proxy statement.
The chart below includes information about 2018-2020 EPP opportunities and actual payouts:
2018-2020 EPP Payout
(Paid in February 2021)
NameEPP Target
Share Amount
(#)
EPP Maximum
Share Amount
(#)
% of EPP
Target
Share
Amount
(#)
Pre-tax Value
Realized
($)(1)
Steve Cahillane61,800 123,600 100 %61,800 3,578,838 
Amit Banati8,800 17,600 100 %8,800 509,608 
Chris Hood10,800 21,600 100 %10,800 625,428 
Gary Pilnick13,600 27,200 100 %13,600 787,576 
Alistair Hirst11,300 22,600 100 %11,300 654,383 
(1)The payout is calculated by multiplying the earned shares by the closing price of our common stock on February 19, 2021, which was $57.91 per share.
Stock Options
The C&T Committee believes stock options align NEOs with Shareowners and are a strong pay for performance vehicle because the options provide value to the NEO only if our stock price increases after the grants are made. The exercise price for the options is set at the closing trading price on the date of grant. The vesting period for stock option awards to our NEOs is three equal annual installments. Stock options are exercisable for ten years after grant, which further drives Shareowner alignment by encouraging a focus on long-term growth and stock performance. The per-share exercise price for options granted in 2020 is $65.52.
Restricted Stock Units
In 2020, the Company granted RSUs as part of the annual long-term incentive awards for NEOs, other than the CEO. We also award RSUs from time to time to select employees for a variety of reasons including performance, recruiting and retention. The vesting period for Restricted Stock Units to our NEOs is three years.
Other Compensation Elements
Post-Termination Compensation. The NEOs are covered by arrangements which specify payments in the event the executive’s employment is terminated. These severance benefits, which are competitive with the Compensation Peer Group and general industry practices, are payable if and only if the executive’s employment is terminated by the Company under certain circumstances, including that the termination was without cause. The Kellogg Severance Benefit Plan and the Change of Control Policy have been established primarily to attract and retain talented and experienced executives and further motivate them to contribute to our short- and long-term success for the benefit of our Shareowners. Kellogg’s severance program is consistent with market practices, and cash severance for our NEOs is payable in the amount of two times the current annual salary. The Change in Control Policy is also consistent with market practices, and cash compensation following a change in control for the continuing NEOs is payable in the amount of two times the current annual salary and the current target annual incentive award. For more information, please refer to “Potential Post-Employment Payments,” which begins on page 55 of this proxy statement.
Retirement Plans. All NEOs are eligible to participate in the Kellogg-provided defined contribution plan alongside substantially all other U.S. employees, which provides for both matching and fixed Company contributions based on employee deferrals and years of service, respectively. Amounts earned under long-term incentive programs are not included when determining retirement benefits for any plan participants. In addition, we do not pay above-market interest rates on amounts deferred under either our qualified or non-qualified savings and investment plans. For more information, please refer to “Retirement and Non-Qualified Defined Contribution and Deferred Compensation Plans,” which begins on page 52 of this proxy statement. Prior to 2019, Mr. Hood participated in a separate Kellogg-provided defined contribution plan established for new employees of the Company due to the Pringles acquisition. The plan provided fixed Company contributions based on years of service and base salary to those salaried employees. As of December 31, 2018, benefits were no longer provided in this plan to salaried employees and covered employees began participating in the same defined contribution plans as all other salaried employees.
Prior to 2019, Mr. Pilnick and Mr. Hirst were eligible to participate in Kellogg-provided defined benefit pension plans which provided benefits based on years of service and pay (salary plus annual incentive only) to a broad base of eligible employees. In September 2017, the Company amended salaried defined benefit pension plans in the U.S. and Canada to freeze the compensation and service periods used to calculate benefits. As of December 31, 2018, employees covered by those plans began participating in the same defined contribution plans as all other salaried employees.

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Perquisites. The Company provides limited perquisites to the NEOs. The Summary Compensation Table beginning on page 45 of this proxy statement contains itemized disclosure of all perquisites to our NEOs, regardless of amount.
Employee Stock Purchase Plan. We have a tax-qualified employee stock purchase plan that is made available to substantially all U.S. employees, which allows participants to acquire Kellogg stock at a discounted price. The purpose of the plan is to encourage employees at all levels to purchase stock and become Shareowners. The plan allowed participants to buy Kellogg stock at a 5% discount to the market price. Beginning with the Q4 2020 purchase, the plan allows participants to buy Kellogg stock at a 15% discount to the market price. Under applicable tax law, a plan participant may purchase up to $25,000 in market value, as defined in the plan, of Kellogg stock in any calendar year.
E. Key Decisions Summary / Core Principles / Approach / Plans and Design / Policies
Executive Stock Ownership Guidelines
In order to preserve the linkage between the interests of senior executives and those of Shareowners, senior executives are expected to establish and maintain a significant level of direct stock ownership. This can be achieved in a variety of ways, including by retaining stock received upon exercise of options or the vesting of stock awards (including EPP awards), participating in the Employee Stock Purchase Plan and purchasing stock in the open market. Our current stock ownership guidelines (minimum requirements) are as follows:
Chief Executive Officer6x annual base salary
Other Named Executive Officers3x annual base salary
These executives have five years from the date they first become subject to a particular level of the guidelines or from the date of a material increase in their base salary to meet them. For purposes of complying with our guidelines, stock considered owned includes shares owned outright, shares acquired through the employee stock purchase plan, and 60% of unvested restricted stock and restricted stock units.
The Company has a policy such that there is a holding period which requires that all of our NEOs hold all shares received (net of tax) from option or stock awards (including EPP awards) until their respective ownership guideline is met. All of our NEOs currently meet or are on track to meet their ownership guideline. The C&T Committee reviews compliance with the guidelines on an annual basis.
Practices Regarding the Grant of Equity Awards
The C&T Committee has generally followed a practice of making all option grants to executive officers on a single date each year. The Committee reviews and approves an overall stock option pool for all participating employees and recommendations for individual option grants to executives.
The Board grants these annual awards at its regularly-scheduled meeting in February. The February meeting usually occurs within a few weeks following our final earnings release for the previous fiscal year. We believe it is appropriate for annual awards to be made shortly after the time when material information regarding our performance for the preceding year has been disclosed. We do not otherwise have any program, plan or practice to time annual option grants to our executives in coordination with the release of material non-public information. EPP and annual RSU awards are granted at the same time as options.
While most of our option awards to NEOs have historically been made pursuant to our annual grant program, the Committee and Board retain the discretion to make additional awards of options or restricted stock to executives at other times for recruiting or retention purposes. We do not have any program, plan or practice to time “off-cycle” awards in coordination with the release of material non-public information.
All option awards made to our NEOs, or any of our other employees, are made pursuant to our LTIP. The exercise price of options under the LTIP is set at the closing trading price on the date of grant. We do not have any program, plan or practice of awarding options and setting the exercise price based on the closing stock price on a date other than the grant date, and we do not have a practice of determining the exercise price of option grants by using average prices (or lowest prices) of our common stock in a period preceding, surrounding or following the grant date. All grants to NEOs are made by the Board itself and not pursuant to delegated authority.
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Securities Trading Policy
Our securities trading policy prohibits our Directors, executives and other employees from engaging in any transaction in which they may profit from short-term speculative swings in the value of our securities. This includes “short sales” (selling borrowed securities which the seller hopes can be purchased at a lower price in the future) or “short sales against the box” (selling owned, but not delivered securities), “put” and “call” options (publicly available rights to sell or buy securities within a certain period of time at a specified price or the like) and hedging transactions, such as zero-cost collars and forward sale contracts. Our NEOs and other officers may not pledge shares or enter into any risk hedging arrangements with respect to Kellogg stock. NEOs may not hold Kellogg stock in a margin account or pledge Kellogg stock as collateral for a loan. In addition, this policy is designed to ensure compliance with relevant SEC regulations, including insider trading rules.
Clawback Policies
We maintain clawback provisions relating to stock options, and AIP, RSU and EPP awards. Under the clawback provisions for stock options, if an executive voluntarily leaves our employment to work for a competitor within one year after any option exercise, then the executive would be required to repay to Kellogg any gains realized from such exercise (but reduced by any tax withholding or tax obligations). In the event of fraud or misconduct causing a financial restatement, any gains realized from the exercise of stock options are subject to recoupment depending on the facts and circumstances of the event. Similarly, under our AIP, RSU and EPP terms and conditions, in the event of fraud or misconduct causing a financial restatement, the AIP, RSU or EPP awards for the plan year of the restatement are subject to recoupment depending on the facts and circumstances of the event. Beginning in 2018, we expanded our provisions in all equity awards to require forfeiture of awards before vesting and clawback after vesting or exercise if an executive violates the non-compete or non-solicitation provisions of the awards or an executive engages in any activity that is contrary or harmful to Kellogg’s interest.
Deductibility of Compensation and Other Related Issues
Section 162(m) of the Internal Revenue Code generally imposes a $1 million limit on the Company’s deductions for compensation paid to specified officers, including our NEOs.
While we consider tax deductibility as a factor in making compensation decisions, the C&T Committee retains the flexibility to provide compensation that is consistent with the objectives of our executive compensation program, even if such compensation is not tax deductible. Further, the C&T Committee reserves the right to modify compensation that was initially intended to be exempt from Section 162(m) if it determines that such modifications are consistent with the objectives of Kellogg and of our executive compensation program.
In 2020, we required any executive base salary above $950,000 (after pre-tax deductions for benefits and similar items) to be deferred into deferred stock units under our Executive Deferral Program. The deferred amounts are credited to an account in the form of units that are equivalent to the fair market value of our common stock. The units are payable in stock upon the executive’s end of employment. The only NEO affected by this policy in 2020 was Mr. Cahillane, who deferred $304,854 of his salary. Given other programs available to our executives to defer compensation, the Program was sunset at the end of fiscal year 2020.
The C&T Committee also reviews projections of the estimated accounting (pro forma expense) and tax impact of all material elements of the executive compensation program. Generally, accounting expense is accrued over the requisite service period of the particular pay element (generally equal to the performance period) and Kellogg realizes a tax deduction upon the approval of the payout or payment to the executive.
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Kellogg Company

Compensation
Executive Compensation
Summary Compensation Table

Summary Compensation Table
The table below presents compensation information for individuals who served as our CEO and CFO during fiscal 2020 and for each of the other three most highly-compensated individuals who were serving as executive officers at the end of fiscal 2020. It is important to note that the information required by the Summary Compensation Table does not necessarily reflect the target or actual compensation for our NEOs in 2020, 2019 and 2018.
Name and
Principal Position 
Year 
Salary
($)(1)
Bonus
($)
Stock
Awards
($)(2)(3) 
Option
Awards
($)(4) 
Non-Equity
Incentive Plan
Compensation
($) 
Change in
 Pension Value
and Non-
Qualified
Deferred
Compensation
Earnings
($)(5) 
All Other
Compensation
($)(6)
Total
($) 
Steve Cahillane20201,318,750 — 4,800,650 1,832,100 3,328,000 — 384,352 11,663,852 
Chairman and Chief Executive Officer20191,268,742 — 4,524,120 1,778,350 1,938,000 — 185,492 9,694,704 
20181,250,002 — 4,477,410 2,384,096 1,725,000 — 153,484 9,989,992 
Amit Banati2020783,654 — 1,733,004 330,675 1,240,000 — 293,728 4,381,061 
Senior Vice President and Chief Financial Officer2019688,172 — 2,467,783 382,661 892,190 — 943,136 5,373,942 
Chris Hood2020801,538 — 1,980,670 377,925 1,364,220 — 580,566 5,104,919 
Senior Vice President, President, Kellogg North America2019755,008 — 1,364,712 539,678 845,880 — 482,313 3,987,591 
2018666,567 — 922,446 500,160 664,200 — 1,216,132 3,969,505 
Gary Pilnick2020796,971 — 1,567,894 299,175 1,193,200 912,000 146,876 4,916,116 
Vice Chairman, Corporate Development and Chief Legal Officer2019766,883 — 1,296,704 512,674 880,650 1,003,000 139,300 4,599,211 
2018744,998 — 1,157,121 631,452 833,625 24,000 82,400 3,473,596 
Alistair Hirst2020689,327 — 1,050,941 200,400 979,200 630,000 139,722 3,689,590 
Senior Vice President, Global Supply Chain2019658,749 — 955,526 377,789 568,575 1,374,000 143,111 4,077,750 
2018632,989 — 965,034 524,126 673,920 — 
(7)
72,633 2,868,702 
(1)For fiscal year 2020, salary includes 53 weeks of pay. The Company’s fiscal year normally ends on the Saturday closest to December 31 and as a result, a 53rd week is added approximately every sixth year. The Company’s 2018 and 2019 fiscal years each contained 52 weeks. The Company’s 2020 fiscal year ended on January 2, 2021, and included a 53rd week. Amounts for 2018 and 2019 differ from previously reported salaries due to minor errors in calculating the historically reported amounts.
2021 Proxy Statement
45

Compensation
(2)Reflects the aggregate grant-date fair value of stock awards calculated in accordance with FASB ASC Topic 718 for each NEO. Refer to Notes 1 and 9 to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended January 2, 2021 for a discussion of the relevant assumptions used in calculating the fair value. The table below presents separately the grant-date fair value for our EPP awards and restricted stock unit awards:
NameYearEPP ($)RSU ($)Total ($)
Steve Cahillane20204,800,650 — 4,800,650 
20194,524,120 — 4,524,120 
20184,477,410 — 4,477,410 
Amit Banati20201,155,118 577,886 1,733,004 
2019811,250 1,656,533 2,467,783 
Chris Hood20201,320,228 660,442 1,980,670 
20191,144,600 220,112 1,364,712 
2018782,460 139,986 922,446 
Gary Pilnick20201,045,044 522,850 1,567,894 
20191,087,370 209,334 1,296,704 
2018985,320 171,801 1,157,121 
Alistair Hirst2020700,409 350,532 1,050,941 
2019801,220 154,306 955,526 
2018818,685 146,349 965,034 
(3)The actual EPP payout can range from 0% to 200% of the target. If the highest level of performance conditions are achieved, then the grant-date fair value of the stock awards for each NEO is as follows, Mr. Cahillane $9,601,300, $9,048,240 and $8,954,820, for 2020, 2019 and 2018 respectively; Mr. Banati: $2,310,236 and $1,622,500 for 2020 and 2019 respectively; Mr. Hood: $2,640,456, $2,289,200, and $1,564,920, for 2020, 2019, and 2018 respectively; Mr. Pilnick: $2,090,088, $2,174,740, and $1,970,640, for 2020, 2019, and 2018, respectively; and Mr. Hirst: $1,400,818, $1,602,440 and $1,637,370, for 2020, 2019, and 2018 respectively.
(4)Represents the grant-date fair value calculated in accordance with FASB ASC Topic 718 for each NEO for stock option grants. Refer to Notes 1 and 9 to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended January 2, 2021 for a discussion of the relevant assumptions used in calculating the grant-date fair value.
(5)Represents the actuarial increase during 2020, 2019 and 2018 in the pension value provided under the U.S. Pension Plans for each NEO as we do not pay above-market or preferential earnings on non-qualified deferred compensation. As of December 31, 2018, the Company’s defined benefit pension plans were frozen so that impacted employees accrue no additional benefits under these plans after December 31, 2018. The calculation of actuarial present value is generally consistent with the methodology and assumptions outlined in our audited financial statements, except that benefits are reflected as payable as of the date the executive is first entitled to full unreduced benefits (as opposed to the assumed retirement date) and without consideration of pre-retirement mortality. A variety of factors impact the actuarial increase in present value (pension value). In 2020, the primary factors impacting the pension value is changes in age, mortality assumption, and discount rate. Mr. Cahillane, Mr. Hood, and Mr. Banati are not participants in the defined benefit pension plans.
(6)The table below presents an itemized account of “All Other Compensation” provided in 2020 to the NEOs. Consistent with our emphasis on performance-based pay, perquisites and other compensation are limited in scope and in 2020 were comprised of domestic and international relocation, Company retirement benefit contributions, and the cost of death benefits. On certain occasions, an NEO's spouse or other family member fly on chartered aircraft as additional passengers. An NEO must fully reimburse the Company for any incremental cost of additional passengers.
NameKellogg Contributions to
S&I and Restoration Plans
(a)($)
Company Paid
Death Benefit
(b)($)
Financial Planning
Assistance
(c)($)
Physical
Exams
(d)($)
Relocation and
Assignment
(e)($)
Severance
Benefit
(f)($)
Total
($)
Steve Cahillane171,343 4,930 6,000 7,192 194,887 — 384,352 
Amit Banati91,861 2,939 3,599 4,295 191,034 — 293,728 
Chris Hood126,389 3,015 5,922 5,513 439,727 — 580,566 
Gary Pilnick117,751 23,125 6,000 — — — 146,876 
Alistair Hirst104,727 28,995 6,000 — — — 139,722 
(a)For information about our Savings & Investment Plan and Restoration Plan and the Pringles Savings & Investment Plan, refer to “Retirement and Non-Qualified Defined Contribution and Deferred Compensation Plans — Defined Contribution Plans” beginning on page 52.
(b)Annual cost for Kellogg-paid life insurance, Kellogg-paid accidental death and dismemberment, and Executive Survivor Income Plan (Kellogg funded death benefit provided to executive employees).
(c)Reflects reimbursement for financial and tax planning assistance.
(d)Actual cost of a physical health exam.
(e)As a global organization, senior executives are located in key business centers around the world. To facilitate the assignment of experienced employees to support the business, we provide for the reimbursement of certain expenses incurred as a result of their international relocation and assignment. The objective of this program is to manage through disruption and ensure that the employees not be financially disadvantaged or advantaged in a meaningful way as a result of the relocation.
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Kellogg Company

Compensation
The payment of the following expenses to Mr. Cahillane are pursuant to our reimbursement policy on domestic relocation: relocation-related payments ($193,729) to relocate Mr. Cahillane; and payments of ($1,158) to offset individual income taxes due by Mr. Cahillane for expenses incurred with his relocation.
The payment of the following expenses to Mr. Banati are pursuant to our reimbursement policy on international relocation: relocation-related payments ($85,524) to relocate Mr. Banati to the United States and finalize ongoing expatriate costs associated with his assignment in Singapore; and tax equalization payments ($105,510) to ensure that Mr. Banati’s tax burden for his service in Singapore prior to becoming our Chief Financial Officer was comparable to the amount of taxes he would have incurred if he did not relocate to the United States.
The payments related to Mr. Hood are pursuant to our reimbursement policy on relocation and temporary international assignment, applicable to eligible employees who relocate at the request of Kellogg. The payment of the following expenses are pursuant to our reimbursement policy on relocation and temporary international assignment: relocation related payments ($9,559) to relocate Mr. Hood back to the United States and finalize ongoing expatriate costs associated with assignment in Switzerland; and tax equalization and other payments ($430,168) to ensure that Mr. Hood bears a tax burden that would be comparable to his U.S. tax burden on income that is not related to the international relocation and temporary assignment. Mr. Hood remains financially responsible for the amount of taxes he would have incurred if he had continued to live and work in the U.S.
In addition to the foregoing compensation, the NEOs also participated in health and welfare benefit programs, including vacation and medical, dental, prescription drug and disability coverage. These programs are generally available and comparable to those programs provided to all U.S. salaried employees.
(7)The actuarial value of pension for Mr. Hirst decreased by $77,000 for 2018 as a result of his continuing active employment despite his eligibility for an unreduced benefit.
Grant of Plan-Based Awards Table
During 2020, we granted the following plan-based awards to our NEOs:
Stock Options;
2020 AIP grants (annual cash performance-based awards) paid in March 2021;
2020-2022 EPP grants (multi-year stock performance-based awards); and
Restricted stock unit grants.
Information with respect to each of these awards on a grant-by-grant basis is set forth in the table below. For a detailed discussion of each of these awards and their material terms, refer to “Executive Compensation — Summary Compensation Table” and “Compensation Discussion and Analysis — Compensation Plans and Design” above.
2021 Proxy Statement
47

Compensation
NameGrant Date
Estimated Possible Payouts Under
 Non-Equity 
Incentive Plan Awards(1)
Estimated Future
Payouts Under Equity
Incentive Plan Awards
All Other Stock Awards: Number of Shares of Stock or Units
(#)
All Other Option Awards: Number of Securities Underlying Options
(#)
Exercise or Base Price of Option Awards
($/Sh)
Grant-date
Fair Value
of Stock
and Option Awards
($)
Threshold
($)
Target
($)
Maximum
($)
Threshold
(#)
Target
(#)
Maximum
(#)
Steve Cahillane
Stock options2/21/2020244,280 65.52 1,832,100 
(2)
2020 AIP — 2,080,000 4,160,000 
2020-22 EPP2/21/2020— 73,270 146,540 4,800,650 
(3)
Amit Banati
Stock options2/21/202044,090 65.52 330,675 
(2)
2020 AIP— 775,000 1,550,000 
2020-22 EPP2/21/2020— 17,630 35,260 1,155,118 
(3)
2020 RSU(4)
2/21/20208,820 577,886 
(5)
Chris Hood
Stock options2/21/202050,390 65.52 377,925 
(2)
2020 AIP— 874,500 1,749,000 
2020-22 EPP2/21/2020— 20,150 40,300 1,320,228 
(3)
2020 RSU(4)
2/21/202010,080 660,442 
(5)
Gary Pilnick
Stock options2/21/202039,890 65.52 299,175 
(2)
2020 AIP— 745,750 1,491,500 
2020-22 EPP2/21/2020— 15,950 31,900 1,045,044 
(3)
2020 RSU(4)
2/21/20207,980 522,850 
(5)
Alistair Hirst
Stock options2/21/202026,720 65.52 200,400 
(2)
2020 AIP— 612,000 1,224,000 
2020-22 EPP2/21/2020— 10,690 21,380 700,409 
(3)
2020 RSU(4)
2/21/20205,350 350,532 
(5)
(1)Represents estimated possible payouts on the grant date for annual performance cash awards granted in 2020 under the 2020 AIP for each of our NEOs. The actual amount of AIP paid can range from 0% to 200% of the target. The AIP is an annual cash incentive opportunity and, therefore, these awards are earned in the year of grant. See the column captioned “Non-Equity Incentive Plan Compensation” in the Summary Compensation Table for the actual payout amounts related to the 2020 AIP. See also “Compensation Discussion and Analysis — Compensation Plans and Design — Annual Incentives” for additional information about the 2020 AIP.
(2)Represents the grant-date fair value calculated in accordance with FASB ASC Topic 718. Refer to Notes 1 and 9 to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended January 2, 2021. The grant-date fair value of the stock option awards will likely vary from the actual value the NEO receives, which will depend on the number of shares exercised and the price of our common stock on the date exercised.
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Kellogg Company

Compensation
(3)Represents the grant-date fair value calculated in accordance with FASB ASC Topic 718. Refer to Notes 1 and 9 to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended January 2, 2021. This grant-date fair value assumes that each participant earns the target EPP award (i.e., 100% of EPP target). The actual value the NEO receives will depend on the number of shares earned and the price of our common stock when the shares vest.
(4)The restricted stock units will vest in full on February 21, 2023, the third anniversary of the grant date.
(5)Represents the grant-date fair value calculated in accordance with FASB ASC Topic 718. Refer to Notes 1 and 9 to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended January 2, 2021. The grant-date fair value of the restricted stock units will likely vary from the actual value the NEO receives, which will depend on the value of the shares upon vesting.
Outstanding Equity Awards at Fiscal Year-End Table
The following equity awards granted to our NEOs were outstanding as of the end of fiscal 2020:
Option AwardsStock Awards
Name
Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable(1)
Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable(2)
Equity
Incentive
Plan Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options
(#)(3)
Option
Exercise
Price
($)(4)
Option
Expiration
Date(5)
Number
of Shares
or Units of
Stock That
Have Not
Vested
(#)(6)
Market
Value of
Shares or
Units of
Stock That
Have Not
Vested
($)(7)
Equity
Incentive
Plan Awards:
Number of
Unearned
Shares, Units
or Other
Rights That
Have Not
Vested
(#)(8)
Equity
Incentive
Plan Awards:
Market or
Payout Value
of Unearned
Shares, Units
or Other Rights
That Have Not
Vested
($)(9)
Steve Cahillane
Stock Options152,534 76,266 
(10)
69.66 2/16/2028
85,170 170,340 
(11)
56.73 2/22/2029
— 244,280 
(12)
65.52 2/21/2030
2018-20 EPP(13)
123,600 7,691,628 
2019-21 EPP165,020 10,269,195 
2020-22 EPP151,858 9,450,123 
Amit Banati
Stock Options8,967 — 59.95 2/21/2024
19,500 — 64.09 2/20/2025
30,600 — 75.52 2/19/2026
29,200 — 72.90 2/17/2027
26,134 13,066 
(10)
69.66 2/16/2028
18,326 36,654 
(11)
56.73 2/22/2029
— 44,090 
(12)
65.52 2/21/2030
RSU(14)
13,899 864,935 
RSU(15)
25,627 1,594,768 
2018-20 EPP(13)
17,600 1,095,248 
2019-21 EPP29,590 1,841,386 
2020-22 EPP36,540 2,273,884 
Chris Hood
Stock Options41,100 — 60.01 2/22/2023
39,200 — 59.95 2/21/2024
34,300 — 64.09 2/20/2025
49,000 — 75.52 2/19/2026
42,800 — 72.90 2/17/2027
32,000 16,000 
(10)
69.66 2/16/2028
25,846 51,694 
(11)
56.73 2/22/2029
— 50,390 
(12)
65.52 2/21/2030
RSU(16)
16,821 1,046,771 
2018-20 EPP(13)
21,600 1,344,168 
2019-21 EPP41,750 2,598,103 
2020-22 EPP41,762 2,598,849 
2021 Proxy Statement
49

Compensation
Option AwardsStock Awards
Name
Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable(1)
Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable(2)
Equity
Incentive
Plan Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options
(#)(3)
Option
Exercise
Price
($)(4)
Option
Expiration
Date(5)
Number
of Shares
or Units of
Stock That
Have Not
Vested
(#)(6)
Market
Value of
Shares or
Units of
Stock That
Have Not
Vested
($)(7)
Equity
Incentive
Plan Awards:
Number of
Unearned
Shares, Units
or Other
Rights That
Have Not
Vested
(#)(8)
Equity
Incentive
Plan Awards:
Market or
Payout Value
of Unearned
Shares, Units
or Other Rights
That Have Not
Vested
($)(9)
Gary Pilnick
Stock Options50,200 — 60.01 2/22/2023
64,800 — 59.95 2/21/2024
49,300 — 64.09 2/20/2025
62,200 — 75.52 2/19/2026
54,100 — 

72.90 2/17/2027
40,400 20,200 
(10)
69.66 2/16/2028
24,553 49,107 
(11)
56.73 2/22/2029
— 39,890 
(12)
65.52 2/21/2030
RSU(17)
14,940 929,716 
2018-20 EPP(13)
27,200 1,692,656 
2019-21 EPP39,662 2,468,166 
2020-22 EPP33,058 2,057,199 
Alistair Hirst
Stock Options36,700 — 60.01 2/22/2023
57,700 — 59.95 2/21/2024
41,800 — 64.09 2/20/2025
41,100 — 75.52 2/19/2026
36,000 — 72.90 2/17/2027
33,534 16,766 
(10)
69.66 2/16/2028
18,093 36,187 
(11)
56.73 2/22/2029
— 26,720 
(12)
65.52 2/21/2030
RSU(18)
10,771 670,279 
2018-20 EPP (13)
22,600 1,406,398 
2019-21 EPP29,224 1,818,610 
2020-22 EPP22,156 1,378,768 
(1)On an award-by-award basis, the number of securities underlying unexercised options that are exercisable and that are not reported in Column 3 — “Number of Securities Underlying Unexercised Unearned Options.”
(2)On an award-by-award basis, the number of securities underlying unexercised options that are unexercisable and that are not reported in Column 3 — “Number of Securities Underlying Unexercised Unearned Options.”
(3)On an award-by-award basis, there were no shares underlying unexercised options awarded under any equity incentive plan that have not been earned.
(4)The exercise price for each option reported in Columns 1 and 2 — “Number of Securities Underlying Unexercised Options” and Column 3 — “Number of Securities Underlying Unexercised Unearned Options.”
(5)The expiration date for each option reported in Columns 1 and 2 — “Number of Securities Underlying Unexercised Options” and Column 3 — “Number of Securities Underlying Unexercised Unearned Options.”

50
Kellogg Company

Compensation
(6)The total number of shares of stock that have not vested and that are not reported in Column 8 — “Number of Unearned Shares, Units or Other Rights That Have Not Vested.”
(7)Represents the number of shares of stock that have not vested and that are not reported in Column 9 - “Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested” multiplied by the closing price of our common stock on December 31, 2020 (the last trading day of fiscal 2020).
(8)Represents the “maximum” number of shares that could be earned under outstanding EPP awards, including dividend equivalent units accrued as of January 2, 2021. The ultimate number of shares issued under the EPP awards will depend on the number of shares earned and the price of our common stock on the actual vesting date. For additional information with respect to these awards, refer to “Executive Compensation — Summary Compensation Table” and “Compensation Discussion and Analysis — Compensation Plans and Design.”
(9)Represents the “maximum” number of shares that could be earned under outstanding EPP awards multiplied by the closing price of our common stock on December 31, 2020 (the last trading day of fiscal 2020). The ultimate value of the EPP awards will depend on the number of shares earned and the price of our common stock on the actual vesting date.
(10)One-third of these options vested on February 16, 2019; one-third vested on February 16, 2020; and one-third vested on February 16, 2021.
(11)One-third of these options vested on February 22, 2020, one-third vested on February 22, 2021 and one-third will vest on February 22, 2022
(12)One-third of these options vested on February 21, 2021; one-third will vest on February 21, 2022; and one-third will vest on February 21, 2023.
(13)Vested on February 19, 2021; for actual payout amounts see the 2018-2020 EPP table on page 42.
(14)These RSUs will vest on February 16, 2021 (1,800 units), February 22, 2022 (2,959 units), and February 21, 2023 (9,140 units). February 22, 2019 and February 21, 2020 awards outstanding include accrued dividend equivalent units.
(15)These RSUs will vest on August 5, 2022 (25,627 units) and include accrued dividend equivalent units.
(16)These RSUs will vest on February 16, 2021 (2,200 units), February 22, 2022 (4,175 units), and February 21, 2023 (10,446 units). February 22, 2019 and February 21, 2020 awards outstanding include accrued dividend equivalent units.
(17)These RSUs will vest on February 16, 2021 (2,700 units), February 22, 2022 (3,971 units), and February 21, 2023 (8,270 units). February 22, 2019 and February 21, 2020 awards outstanding include accrued dividend equivalents.
(18)These RSUs will vest on February 16, 2021 (2,300 units), February 22, 2022 (2,927 units), and February 21, 2023 (5,544 units). February 22, 2019 and February 21, 2020 awards outstanding includes accrued dividend equivalents.
Option Exercises and Stock Vested Table
With respect to our NEOs, this table shows the stock options exercised by such officers during 2020 (disclosed under the “Option Awards” columns). The dollar value reflects the total pre-tax value realized by such officers (Kellogg stock price at exercise minus the option’s exercise price), not the grant-date fair value disclosed elsewhere in this proxy statement. The table represents value realized on options that have been granted to the NEOs since 2008.
The 2017-2019 EPP cycle began on January 1, 2017 (first day of fiscal 2017) and concluded on December 28, 2019 (last day of fiscal 2019). Although the performance period ended on December 28, 2019, each NEO had to be actively employed by Kellogg on the date the awards vested (February 21, 2020) in order to be eligible to receive a payout.
Option Awards
Stock Awards(1)
Name
Number of Shares
Acquired on Exercise
(#)
Value Realized on
Exercise
($)
Number of Shares
Acquired on Vesting
(#)