Heinz Director and Named Executive Officer Compensation Disclosure for Fiscal Year 2005

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Summary

This document outlines the compensation structure for directors and named executive officers of Heinz for fiscal year 2005. The Independent Director receives an annual fee and expense reimbursement, while executive officers are listed with their respective salaries and bonuses. It also details a long-term incentive program, where performance awards are granted based on achieving specific financial goals over a two-year period. Awards are paid in cash and stock, subject to certain conditions and performance targets set by the compensation committee. Stock payouts for most executives are deferred until retirement or termination.

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EX-10.E.XXVIII 3 j1304701exv10wewxxviii.txt EXHIBIT 10(E)(XXVIII) Exhibit 10(e)(xxviii) DIRECTOR AND NAMED EXECUTIVE OFFICER COMPENSATION DIRECTORS We do not pay fees to our directors other than the Independent Director, who is entitled to receive annual compensation of $3,500 plus reimbursement of expenses for attendance at each meeting of the Board of Directors. NAMED EXECUTIVE OFFICERS - ------------------------------------------------------------------------------- Name and Principal Position Annual Salary FY05 Bonus ($) ($) - ------------------------------------------------------------------------------- L.A. Cullo 225,000 86,069 Vice President - Treasurer of Heinz, President of Heinz Finance - ------------------------------------------------------------------------------- W.R. Johnson 1,050,000 1,900,000 Chairman, President and CEO of Heinz - ------------------------------------------------------------------------------- J.P. Berger 525,000 224,625(1) EVP - Global Foodservice of Heinz - ------------------------------------------------------------------------------- D.C. Moran 475,000 469,488 SVP - President Heinz Consumer Products of Heinz - ------------------------------------------------------------------------------- J. Jimenez 550,000 298,314 EVP - Europe of Heinz - ------------------------------------------------------------------------------- A.B. Winkleblack 525,000 332,688 EVP and CFO of Heinz, Vice President and CFO of Heinz Finance - ------------------------------------------------------------------------------- (1) In Fiscal Year 2005, Mr. Berger also received a grant of $1,000,000 in restricted stock units in lieu of a portion of his cash bonus. This award vested on June 3, 2005, upon achieving specific predetermined financial objectives. LONG-TERM INCENTIVE PROGRAM PERFORMANCE UNIT AWARDS (1)
Number of Performance or Estimated Future Payouts At End of Shares, Other Period 2-Year Performance Period Units, or Until Name and Principal Position Other Rights Maturation or (#) Payout Threshold Target ($) Maximum ($) ($) L.A. Cullo, 1 2 years -0- 124,800 280,800 Vice President - Treasurer of Heinz, President of Heinz Finance W.R. Johnson 1 2 years -0- 5,760,000 12,960,000 Chairman, President and CEO of Heinz J.P. Berger 1 2 years -0- 925,000 2,081,250 EVP - Global Foodservice of Heinz D. Moran 1 2 years -0- 750,000 1,687,500 SVP - President Heinz Consumer Products of Heinz J. Jimenez 1 2 years -0- 1,150,000 2,587,500 EVP - Europe of Heinz A.B. Winkleblack 1 2 years -0- 1,075,000 2,418,750 EVP and CFO of Heinz; Vice President and CFO of Heinz Finance
(1) Performance Unit Awards Under Long-Term Incentive Program. In order to further link the compensation of executives with the interests of shareholders, in fiscal year 2005, Heinz granted performance awards as permitted in the Fiscal Year 2003 Stock Incentive Plan, subject to achievement of performance goals, restrictions and conditions specified in advance by the Management Development and Compensation Committee (the "Committee"). These new performance awards are tied to Heinz financial measures and are expected to replace a large portion of stock options and restricted stock units beginning in Fiscal Year 2005. For the performance period from April 29, 2004 through May 3, 2006, the measures are established by the Committee based on the compound annual growth rate of net income ("NI") and sales growth amounts. Awards are payable at the end of the 2-year performance period based upon Heinz's achieving the NI and sales growth targets. Once the minimum NI goal is met, the amount of any award is dependent upon the level of sales growth of Heinz for the performance period. If Heinz meets or exceeds the peer group median in NI over the performance period and generates at least flat sales, the Committee may, in its discretion, authorize payments up to 50% of any target award to participants excluding the Chief Executive Officer. In addition, if Heinz does not remain in or above the third quartile when comparing its performance to that of its peer companies on a relative total shareholder return basis, the Committee will exercise its discretion to reduce payouts for named executive officers. If earned, 50% of the payout on the performance award will be made in cash and 50% will be made in stock valued at the fair market value of Heinz common stock as of the date of the payout. However, if the executive has met applicable stock ownership guidelines, the performance award may be paid in cash. Mr. Johnson has met the applicable stock ownership guideline as published by the Committee. Nevertheless, the Committee determined on the grant date of the award that Mr. Johnson's performance award, if earned, will be paid half in cash and half in stock. For the executive officers named in the Summary Compensation Table, including Mr. Johnson but excluding Mr. Cullo, any stock received as partial payout on the performance award will be deferred until retirement or termination of employment or until the executive is longer a named executive officer of Heinz.