Statement

At Kellogg Company, we operate under corporate governance principles and practices 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 Board continues to build upon and enhance our strong corporate governance practices.

Governance Documents

Title Document
Corporate Governance Guidelines
Board of Directors Code of Conduct
Nominating and Governance Committee Charter
Audit Committee Charter
Compensation and Talent Management Committee Charter
Global Code of Ethics
Corporate Political Expenditures for 2015 (Jan-June)
Corporate Political Expenditures for 2014
Corporate Political Expenditures for 2013
Corporate Political Expenditures for 2012
Corporate Political Expenditures for 2011
Related Person Transaction Policy

Board of Directors

John A. Bryant Chairman of the Board, Chief Executive Officer, Kellogg Company

John Bryant has been Chairman of the Board of Kellogg Company since July 1, 2014. In this role, he also chairs the Executive Committee of the Board. Mr. Bryant was named President and Chief Executive Officer in January 2011. He has been a member of Kellogg Company’s Board of Directors since July 2010.

Mr. Bryant joined Kellogg Company in 1998 and has held a variety of roles including Chief Financial Officer; President, North America; President, International; and Chief Operating Officer before becoming Chief Executive Officer.

Mr. Bryant received a degree from the Australian National University and an MBA from the Wharton School of the University of Pennsylvania.

Mr. Bryant serves as a Trustee of the W.K. Kellogg Foundation Trust. He also serves on the Board of Directors of Catalyst, The Consumer Goods Forum, and Macy’s, Inc

Stephanie Burns Member, Board of Directors, Kellogg Company

Stephanie Burns, Ph.D., has served as a member of Kellogg Company’s Board of Directors since February 2014. Dr. Burns serves on the Audit, Nominating & Governance, and Manufacturing Committees.

Dr. Burns served as Chairman, President, and Chief Executive Officer of Dow Corning Corporation until her retirement in 2011.

Dr. Burns has significant business insight and experience in global innovation as a result of her long-standing career in scientific research and management. She was instrumental in spearheading Dow Corning’s investments in emerging markets, including China, India, Russia, Turkey, and Vietnam.

Dr. Burns served as Dow Corning’s first Director of Women’s Health and is the former Chairman of the American Chemical Council. She served on President Obama’s President’s Export Council, and has been on the Forbes magazine 100 Most Powerful Women list for several years.

John T. Dillon Member, Board of Directors, Kellogg Company

John Dillon has served as a member of Kellogg Company's Board of Directors since July 2000.

Mr. Dillon chairs the Compensation Committee. He also serves on the Executive Committee, the Audit Committee, the Nominating & Governance Committee, and the Manufacturing Committee.

Mr. Dillon is a Senior Advisor to Evercore Partners.

He is the retired Chairman and Chief Executive Officer of International Paper Company, the world’s largest paper and forest products company, headquartered in Memphis, Tennessee.

Mr. Dillon joined International Paper in 1965. In 1982, he was elected Vice President and Group Executive for the Land and Timber Group, assuming additional responsibilities for wood products in 1986. In 1987, he became an Executive Vice President responsible for the company’s packaging sector.

He was elected to International Paper’s Board of Directors in 1991. Mr. Dillon was named President in 1995 and Chairman and Chief Executive Officer in 1996.

Mr. Dillon is currently a Director of Progressive Waste Management. He is a retired Director of E.I. duPont de Nemours & Co and of Caterpillar Inc., has served as Chairman of the Business Roundtable, the American Forest and Paper Association, and as Chairman of the Board of Governors of the National Council for Air and Stream Improvement. Mr. Dillon was a member of the President’s Advisory Council on Trade Policy and Negotiations. He also served as Chairman of the Board of Directors of the National Council on Economic Education.

Zachary Gund Member, Board of Directors, Kellogg Company

G. Zachary Gund has served as a member of Kellogg Company’s Board of Directors since December 2014.

Mr. Gund serves on the Audit and Manufacturing committees.

Mr. Gund is a Managing Partner of Coppermine Capital, LLC, a firm he founded in 2001. His work has spanned both the manufacturing and service industries, including food manufacturing. He is Chairman of Coppermine Bakery Holdings, which supplies wholesale fresh baked goods to the convenience store market under the Bake Fresh name.

In addition, Mr. Gund is Chairman of CC/CPG Hold Company, which owns two health care services firms; and Chairman of Swan Dyeing and Printing, which services the indoor/outdoor furniture textile market. He is also a Board member for Agile Magnetics, a manufacturer of customer transformers and inductors. His previous experience includes business development for Ucentric Systems, a home networking company later acquired by Motorola.

James (Jim) M. Jenness Member, Board of Directors, Kellogg Company

James (Jim) Jenness has been a member of Kellogg Company's Board of Directors since July 2000. He served as Chairman of the Board from February 2005 until July 2014.

Mr. Jenness also served as the company’s Chief Executive Officer from February 2005 until December 31, 2006.

As a member of the Board of Directors, Mr. Jenness is a member of the Manufacturing Committee and Social Responsibility & Public Policy Committee.

Before this role, Mr. Jenness served as Chief Executive Officer of Integrated Merchandising Systems, LLC. Prior to that, he served as Vice Chairman and Chief Operating Officer of Leo Burnett Company. He also served as a member of its Board of Directors and Executive Committee.

Mr. Jenness earned a Bachelor's degree in marketing and a Master of Business Administration from DePaul University in Chicago, Illinois, where, in 2006, he was awarded a Doctor of Humane Letters degree. He serves on the DePaul College of Commerce Advisory Council and as a member of DePaul’s Board of Trustees.

Mr. Jenness is the Lead Director of the Board of Directors of Kimberly-Clark Corporation, and he serves as a member of Prestige Brand Holdings Board of Directors. He is also Senior Director of Children’s Memorial Hospital and Director of Mercy Home for Boys and Girls.

Donald R. Knauss Member, Board of Directors, Kellogg Company

Donald Knauss has served as a member of Kellogg Company’s Board of Directors since November 2007. Mr. Knauss chairs the Manufacturing Committee. He also serves on the Executive Committee, Audit Committee and Nominating & Governance Committee.

Mr. Knauss retired as Executive Chairman of the Board of The Clorox Company, effective July 1, 2015. He had served as Chairman and Chief Executive Officer from 2006 to 2014.

Prior to joining Clorox, Mr. Knauss spent 12 years with The Coca-Cola Company. He joined the company in 1994 as Senior Vice President of Marketing for The Minute Maid Company, and, in 1996, was promoted to Senior Vice President and General Manager for Minute Maid's U.S. retail operations. Beginning in 1998, he served nearly two years managing Coca-Cola's businesses in 10 countries of Southern Africa. In 2000, he was named President and Chief Executive Officer of The Minute Maid Company. He became President and Chief Operating Officer of Coca-Cola North America in 2004.

Mr. Knauss previously held a variety of positions in marketing and sales with the Frito-Lay and Tropicana divisions of PepsiCo, Inc. He began his business career as a brand manager in the paper products division at Procter & Gamble. Prior to that, he served as an officer of the United States Marine Corps. Mr. Knauss sits on the Board of Directors of McKesson Corporation and on the Economic Advisory Council of the Federal Reserve Bank of San Francisco.

Mr. Knauss has a long-standing commitment to promoting workplace equality and embracing diversity. In 2006, he received The Jackie Robinson Foundation's ROBIE Award for industry achievement.

Mr. Knauss also serves on the Morehouse College (Atlanta) Board of Trustees and the Marine Corps University Foundation Board of Trustees. In 2007, Mr. Knauss and his wife Ellie launched the Knauss Scholars Program. The program provides 15 children of Clorox employees with tuition awards toward a four-year program at an accredited college, university, vocational or technical school program.

Mr. Knauss holds a Bachelor's degree in history from Indiana University.

Mary Laschinger Member, Board of Directors, Kellogg Company

Mary Laschinger has been a member of Kellogg Company’s Board of Directors since 2012.

Ms. Laschinger serves on the Nominating & Governance Committee, Manufacturing Committee, and Audit Committee.

Ms. Laschinger is Chairman and Chief Executive Officer of Veritiv Corporation, a leading North American distribution solutions company.

Previously, Ms. Laschinger was Senior Vice President at International Paper and President of xpedx, International Paper’s former distribution division, a position she held for four years.

During her career at International Paper, Ms. Laschinger held other leadership positions including Senior Vice President and President of International Paper Europe, Middle East, Africa and Russia; Vice President and General Manager of Wood Products; Vice President of Pulp businesses, as well as other senior leadership roles in sales, marketing, manufacturing, and supply chain.

Prior to joining International Paper in 1992, Ms. Laschinger held various positions in product management and distribution at James River Corporation and Kimberly-Clark Corporation.

Ms. Laschinger serves on the Board of Directors of the Metro Atlanta Chamber of Commerce, and is a former Lead Director of Ilim Group, Russia’s largest pulp and paper company.

Ms. Laschinger holds a Bachelor's degree in business from the University of Wisconsin and a Master of Business Administration degree from the University of Connecticut. Ms. Laschinger also completed postgraduate studies in executive management at the Kellogg School of Management at Northwestern University.

Cynthia H. Milligan Member, Board of Directors, Kellogg Company

Cynthia Milligan has served as a member of Kellogg Company’s Board of Directors since February 2013. Ms. Milligan serves on the Compensation and Social Responsibility & Public Policy Committees.

Ms. Milligan is the Dean Emeritus of the College of Business Administration at University of Nebraska-Lincoln. Prior to her tenure with the University of Nebraska at Lincoln, Ms. Milligan was President and Chief Executive Officer of Cynthia Milligan & Associates, a consulting group to financial institutions. Prior to that, she served as Director of Banking and Finance for the State of Nebraska. She was also a Senior Partner in the law firm of Rembolt, Ludtke, Parker, Milligan & Berger, and an Adjunct Professor at Georgetown University Law Center and the University of Nebraska College of Law, specializing in taxation and banking law.

Ms. Milligan also practiced law in Washington, D.C. for Arent, Fox, Kintner, Plotkin & Kahn for seven years after graduating from law school. In addition, she previously served as a Director of the Kansas City Federal Reserve Omaha Branch.

Ms. Milligan is a Trustee and former Chairman of the W.K. Kellogg Foundation. She serves on the boards of Wells Fargo Company, Gallup Inc., Calvert Funds and Raven Industries.

Ms. Milligan graduated Phi Beta Kappa from the University of Kansas, where she received her Bachelor’s degree. She was awarded her Juris Doctorate with Honors from George Washington University National Law Center.

Rogelio M. Rebolledo Member, Board of Directors, Kellogg Company

Rogelio Rebolledo has served as a member of Kellogg Company’s Board of Directors since July 2008. Mr. Rebolledo is Chair of the Audit Committee. He also serves on the Executive Committee and the Compensation Committee.

Mr. Rebolledo retired in 2004 from his position as President and Chief Executive Officer of Frito-Lay International. During his 27-year tenure with PepsiCo Inc., he held a number of key positions. First, as Chief Executive Officer of the Mexican operations Sabritas and Gamesa, and subsequently as President of Frito-Lay Latin America and Asia Pacific, where he played a key role in their growth and expansion. Upon his promotion to President and Chief Executive Officer of Frito-Lay International Division in 2000, Mr. Rebolledo also assumed responsibilities for the European, Middle East and South Africa markets.

After his retirement from Frito-Lay, Mr. Rebolledo served as Chief Executive Officer and Chairman of the Pepsi Cola Bottling Group in Mexico from 2004 to mid-2007.

Mr. Rebolledo currently serves on the Board of Directors of Clorox Company and Jose Cuervo International.

Mr. Rebolledo holds a Bachelor’s degree in chemical engineering from the Universidad Nacional Autonoma de Mexico and a Master of Business Administration degree from the University of Iowa.

La June Montgomery Tabron Member, Board of Directors, Kellogg Company

La June Montgomery Tabron is the President and Chief Executive Officer of the W.K. Kellogg Foundation. She joined the Kellogg Company’s Board of Directors in February 2014. Ms. Montgomery serves on the Manufacturing and Social Responsibility & Public Policy Committees.

At the W.K Kellogg Foundation, Ms. Montgomery Tabron oversees the organization’s work ensuring optimal child development by focusing on educated and healthy kids, and secure families, as well as its commitments to community and civic engagements, and racial equality. During her 28-year career with the Foundation, she has been involved in all aspects of its operations, most recently as Executive Vice President for Operations and Chief Financial Officer.

Ms. Montgomery Tabron serves as a Director on the Detroit Workforce Development Board and the Alumni Association of the University of Michigan. She serves as a board member for many community organizations, including Battle Creek Community Health Partners, Bronson Methodist Hospital and the Mississippi Center for Education Innovation.

She is a Certified Public Accountant and Certified Management Accountant.

Carolyn Tastad Member, Board of Directors, Kellogg Company

Carolyn Tastad has served as a member of Kellogg Company's Board of Directors since December 2015.

Ms. Tastad is Group President, Procter & Gamble North America and is responsible for the company's business in the U.S., Canada and Puerto Rico. Ms. Tastad's 30+ year career at Procter & Gamble has included roles in acquisition integration, sales and general management. She has held responsibilities at both global and regional levels, living in the U.S., Canada and Switzerland.

Ms. Tastad serves on the boards of the Grocery Manufacturers Association and Cincinnati Museum Center. She previously served on the Wella AG corporate board in Germany and chaired the Board of Directors for INROADS Canada.

Ms. Tastad received a Bachelor's degree in Commerce from the University of Saskatchewan in Canada.

Noel Wallace Member, Board of Directors, Kellogg Company

Noel Wallace has served as a member of Kellogg Company’s Board of Directors since October 2015.

Mr. Wallace is currently President, Colgate-Palmolive Latin America. He began his consumer products career at Colgate-Palmolive in 1987, and has nearly 30 years of experience building, growing and transforming businesses within the company and in emerging markets including Turkey, Russia, Poland, Mexico, South Africa, Puerto Rico and Uruguay.

Mr. Wallace serves on the nonprofit board of Project Sunshine, and previously served on the boards of American Cleaning Institute, Personal Care Product Council, and American Chamber of Commerce in Poland and Mexico.

Mr. Wallace received a Bachelor of Business Administration degree in Finance from Texas A & M University, College Station, Texas.

BOD Committees

Chairperson Chairperson Member Member
Name Audit Committee Compensation Committee Executive Committee Manufacturing Committee Nominating and Governance Committee Social Responsibility and Public Policy Committee
Rogelio M. Rebolledo Chairperson Member Member Chairperson
John T. Dillon Member Chairperson Member Member Member
Zachary Gund Member Member
Donald R. Knauss Member Member Member
Mary A. Laschinger Member Member Member
Stephanie A. Burns Member Member Member
N.R. Wallace Member
J.M. Jenness Member Member
C.H. Milligan Member Member
L. Montgomery Tabron Member Member
J.A. Bryant Chairperson
C.M. Tastad Member

Insider Transactions