Francis Hondal

About Francis A. Hondal

Independent director of Bath & Body Works, Inc. since 2021; age 60. Former President of Loyalty & Engagement at Mastercard (2018–2022) and 17 years at American Express in general management, marketing and finance; holds a B.A. in Finance & International Business and an MBA from Florida International University. Core credentials: consumer marketing, finance, loyalty, and international general management; member of Mastercard’s management committee during her tenure. Committee assignments: Audit Committee member and Chair of the Human Capital & Compensation (HCC) Committee.

Past Roles

External Roles

Board Governance

• Independence: Identified as an independent director in BBWI’s proxy; Board has 9 of 10 independent nominees and independent Board Chair.
• Committees: Audit Committee member; HCC Committee Chair in fiscal 2024.
• Audit expertise: Board determined each Audit Committee member (including Hondal) qualifies as an “audit committee financial expert.”
• Attendance: Board held six meetings in fiscal 2024; all then-current directors attended 75%+ of Board and committee meetings on which they served; nearly all attended the 2024 annual meeting (exceptions: Bellinger and Morris).
• Committee activity: Audit (8 meetings), HCC (7), Nominating & Governance (4) in fiscal 2024.
• Leadership structure: Separate Chair and CEO; independent executive sessions at every regular Board meeting; no Lead Independent Director needed given independent Chair.
• Shareholder-friendly mechanics: Annual elections by majority vote; proxy access; no supermajority; no poison pill.

Fixed Compensation

• Director fee structure in fiscal 2024: Annual cash retainer $100,000 (non-Chair), plus $25,000 for Audit/HCC membership and $20,000 for Nominating & Governance membership; Chairs receive an additional $25,000 (Audit/HCC) or $20,000 (N&G). Annual stock retainer $150,000 for directors (non-Chair) granted as RSUs under the 2020 Plan; vests one year following grant, generally contingent on continued service.

Performance Compensation

• Director equity grants are time-based RSUs; no performance metrics (e.g., revenue/EBITDA/TSR) apply to director compensation; minimum vesting of at least one year under equity plan design.

• Compensation governance signals: Robust clawback policies (Dodd-Frank recoupment for excess performance-based pay and supplemental recoupment for cause), independent compensation consultant oversight, prohibition on hedging/short-selling, and no pledging without advance approval (none pledged by NEOs or Board members).

Other Directorships & Interlocks

Expertise & Qualifications

• Consumer marketing and loyalty: Deep domain expertise in loyalty/rewards, personalized marketing, and data/technology-enabled services spanning financial institutions, retail/commerce, hospitality and fintech.
• Finance and governance: Audit committee financial expert; experience in risk oversight and compliance through Audit Committee service.
• Education: B.A. in Finance & International Business and MBA (FIU).
• International general management: Significant global leadership roles at Mastercard and American Express.

Equity Ownership

• Director ownership guidelines: Directors must own BBWI common stock equal to 6x annual cash retainer by October 2028; all are in compliance or on track.

Shareholder Voting Support (Signal)

• Say-on-Pay approval: 98.77% of shares voting supported NEO compensation, reflecting strong investor confidence in HCC oversight under Hondal’s chairmanship.

Governance Assessment

• Strengths

  • Independent director with dual governance roles: Audit Committee member and HCC Committee Chair, signaling deep involvement in financial oversight and pay governance.
  • Audit committee financial expert designation enhances board effectiveness on controls, compliance, and risk oversight.
  • Strong attendance and committee engagement (Board: 6 meetings; Audit: 8; HCC: 7), plus executive sessions at every regular Board meeting.
  • High shareholder support for both her election and the compensation program (near 99% say-on-pay approval), indicating confidence in compensation oversight and governance.
  • No related person transactions in fiscal 2024; prohibitions on hedging and pledging; clawback frameworks in place—reducing conflict and risk.
  • Ownership alignment via 6x retainer stock ownership guideline and disclosed personal holdings (8,726 shares; none pledged).

• Watch Items

  • External board at Equitable Holdings presents general time-commitment considerations, but BBWI’s overboarding policy limits are respected (≤4 public boards; she is within limits) and no compensation committee interlocks disclosed.
  • Director equity grants are time-based RSUs (no performance conditions); while standard for directors, it places emphasis on service-based alignment rather than explicit performance metrics.

• RED FLAGS

  • None identified: no pledging, no related-party transactions, no interlock conflicts, and robust governance controls disclosed.