Laura Shapira Karet
About Laura Shapira Karet
Independent director since June 7, 2023; age 56. Former CEO of Giant Eagle (2012–2023), with 30+ years in grocery and consumer products. Education: BA in English, Amherst College. Current founder/CEO of Who Brew, LLC (a 7 Brew franchisee). Noted for building GetGo convenience stores to ~275 locations and applying AI/robotics to retail operations and supply chains.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Giant Eagle | Chief Executive Officer and Chair | 2012–2023 | Led merchandising, store ops, convenience, pharmacy, strategy; scaled GetGo to ~275 stores; drove AI/robotics adoption in retail and e‑commerce |
| Giant Eagle | Senior executive roles (merchandising, store ops, convenience, pharmacy, strategy) | 2000–2012 | Built GetGo brand; enhanced manufacturing/fresh food capabilities |
| Sara Lee Corporation | Marketing executive | 1997–2000 | Consumer brand management |
| Procter & Gamble | Brand manager (Secret, Folgers, Crisco) | 1990–1997 | P&L and brand leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Who Brew, LLC (7 Brew franchisee) | Chief Executive Officer & Founder | Current | Beverage retail operations |
| Crane | Director | Current | Board service; company unspecified in proxy |
| Brookings Institution | Trustee | Current | Policy/think-tank governance |
| Committee for Economic Development | Trustee | Current | Business/public policy governance |
| Council on Foreign Relations | Member | Current | Policy network membership |
Board Governance
- Independence: Board affirmatively determined Ms. Karet is independent under Nasdaq rules.
- Committees: Audit Committee member; Nominating & Corporate Governance Committee member. Not a chair.
- Meeting attendance: Each director attended at least 75% of Board and committee meetings in 2024; Board held 13 meetings; committee meetings held—Audit: 7; Compensation: 13; Nominating: 6.
- Lead Independent Director: Andrew R. Heyer (not Karet).
- Cybersecurity oversight: Audit Committee now houses Cybersecurity Subcommittee; receives periodic reports; oversight of annual cybersecurity assessment.
- Diversity: Board notes one female director (Karet) and one member with racial diversity.
Fixed Compensation
| Element | Amount | Notes |
|---|---|---|
| Annual cash retainer | $75,000 | Directors may elect RSUs instead; paid quarterly |
| Annual equity retainer (RSUs) | $125,000 | Delivered as RSUs; immediately vested; settled upon departure or change-of-control |
| Committee member retainers | Audit: $15,000; Compensation: $10,000; Nominating: $10,000 | Cash or RSUs at election; paid quarterly |
| Leadership retainers | Audit Chair: $25,000; Compensation Chair: $20,000; Nominating Chair: $15,000; Lead Independent Director: $25,000 | Cash or RSUs at election |
| 2024 compensation—Laura Shapira Karet | Fees: $100,008; Stock awards: $174,992; Total: $275,000 | Fractional RSU rounding paid in cash for fees; grant FV per-share dates: $8.25 (Jan), $5.77 (Apr/Jul), $6.18 (Jun), $6.90 (Oct) |
- Director stock ownership policy: 5× cash retainer within five years from election.
Performance Compensation
| Metric | Description | Payout Mechanics |
|---|---|---|
| None disclosed for directors | Director RSUs are time-based (immediately vested) and not tied to performance metrics | Settled in common stock upon director’s departure or change-of-control |
Other Directorships & Interlocks
| Counterparty | Nature | Governance/Conflict Commentary |
|---|---|---|
| Crane (board) | External board seat | No ARKO-related party transaction disclosed with Crane; independence affirmed |
| Giant Eagle (prior CEO) | Prior executive role | Network tie to ARKO CFO (Robb Giammatteo, Giant Eagle CFO 2019–2023); potential information flow benefit; not a related-party transaction |
| Who Brew, LLC (7 Brew) | Founder/CEO | Beverage/drive-thru coffee; broadly adjacent to convenience retail; Board independence affirmed; no related-party transaction disclosed |
Expertise & Qualifications
- Deep grocery/convenience leadership, merchandising, store operations, pharmacy, strategy; founder of GetGo convenience brand (~275 stores).
- Technology in retail: applied AI, robotics, automation across retail, e‑commerce, supply chain.
- Consumer brand management at Sara Lee and P&G.
- Governance credentials via trusteeships (Brookings, CED) and CFR membership.
Equity Ownership
| Holder | Shares beneficially owned | % of outstanding | Composition | Settlement Terms |
|---|---|---|---|---|
| Laura Shapira Karet | 38,896 | <1% | Vested RSUs issued to director (deferred settlement) [fn 10] | Settled on board departure or earlier change-of-control |
- RSUs outstanding across non‑employee directors at 12/31/2024: 472,152.
- No pledging: As of 12/31/2024, no shares were pledged by directors or executive officers. Anti‑hedging policy prohibits hedging, short sales, publicly traded options, and margin.
Governance Assessment
- Committee coverage and engagement: Audit and Nominating memberships position Karet at the core of financial reporting, controls, cybersecurity, board refreshment, and ESG oversight; 2024 director attendance at least 75%, with robust meeting cadence (Board: 13; Audit: 7; Nominating: 6). Strong signal of engagement.
- Independence affirmed: Board determined Karet independent under Nasdaq rules; no related‑party transactions disclosed involving her; anti‑hedging and pledging restrictions in place. Supports investor alignment.
- Ownership alignment: Director RSUs immediately vest but settle only upon departure/change‑of‑control; stock ownership guideline of 5× cash retainer. 2024 mix for Karet ($100,008 cash; $174,992 equity) indicates majority equity pay and deferred settlement, improving alignment.
- Expertise fit: Proven operator in convenience/grocery and technology deployment (AI/automation), directly relevant to ARKO’s retail footprint and cost/merchandising levers.
- Potential conflicts/RED FLAGS to monitor:
- External operating role (Who Brew/7 Brew) in adjacent beverage retail; independence affirmed and no related‑party exposure disclosed, but adjacency warrants periodic review for competitive or transaction overlaps.
- Board family relationship exists (Heyer brothers) on ARKO’s board—not tied to Karet but an overall board independence optics consideration.
- Shareholder sentiment: Say‑on‑pay approval at the 2024 annual meeting exceeded 80%, indicating broad support for compensation governance; majority‑vote proposal for director elections on the 2025 ballot reflects ongoing governance modernization.
Overall, Laura Shapira Karet brings aligned retail and technology expertise, sits on financially material committees, maintains independence, and exhibits equity‑heavy, deferred‑settlement compensation with clear ownership guidelines—supportive of investor confidence. Continued monitoring of her external operating role in beverage retail and board‑level interlocks is prudent, though no specific conflicts are disclosed.