Mark A. Clouse
About Mark A. Clouse
Independent director since 2022 (age 57). Currently President of the Washington Commanders (since February 2025); previously President & CEO of Campbell Soup (2019–January 2025), and senior executive at Mondelēz International and Pinnacle Foods. Expertise in corporate strategy, global marketing/sales, R&D/quality, and value creation via acquisitions, as cited by BF-A’s board in nominating him. Committee service: Compensation Committee member. Independence status: Independent under NYSE rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Washington Commanders | President | Since Feb 2025 | — |
| Campbell Soup Company | President & CEO | 2019–Jan 2025 | Director 2019–Jan 2025 |
| Pinnacle Foods Inc. | Chief Executive Officer | 2016–2018 | — |
| Mondelēz International, Inc. | Chief Commercial Officer | Jan–May 2016 | Strategy/marketing/sales/R&D expertise |
| Mondelēz International, Inc. | Chief Growth Officer | 2014–2016 | — |
| Mondelēz International, Inc. | EVP North America | 2012–2014 | — |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| Campbell Soup Company (NYSE: CPB) | Director | 2019–Jan 2025 | Ended upon departure as CEO |
Board Governance
- Committee memberships: Compensation Committee member; committee met 6 times in fiscal 2025; chaired by Jan E. Singer; members are all independent directors (heightened NYSE standards).
- Independence: Board determined Clouse is independent; independent directors count is 6/11.
- Attendance: Board held five regular meetings in fiscal 2025; all current directors attended ≥89% of aggregate Board/committee meetings; all attended the 2024 annual meeting.
- Lead Independent Director: Michael A. Todman since 2023; at least one executive session attended only by independent directors in fiscal 2025.
- Controlled company context: BF-A voluntarily maintains a majority of independent directors and a fully independent compensation committee; nominating/governance committee not fully independent.
| Governance Metric | Fact |
|---|---|
| Board meetings held (FY25) | 5 |
| Compensation Committee meetings (FY25) | 6 |
| Executive sessions (independent directors) | At least one in FY25 |
| Independence status (Clouse) | Independent |
| Committee chair roles (Clouse) | None (member, Compensation) |
Fixed Compensation
- Director compensation structure: Annual Board retainer $235,000 ($80,000 cash; $155,000 equity in DSUs), plus meeting fees and committee retainers ($20,000 for Compensation Committee members; chair retainers $20,000; Lead Independent Director $45,000; Non-Employee Chair $490,000). Meeting fees only paid after certain thresholds (Board >8; Audit >10; Comp/CG&N >6).
- Stock ownership guidelines: Non-employee directors must own stock equal to 5× annual Board retainer ($1,175,000 for the 2025 Board Year); DSUs count toward compliance.
| Element | Amount | Notes |
|---|---|---|
| Annual Board Retainer (total) | $235,000 | $80,000 cash + $155,000 equity (DSUs) |
| Compensation Committee member retainer | $20,000 | Paid in six installments |
| Meeting fees (Board) | $5,000 per meeting; $2,500 virtual | Only if >8 meetings attended |
| Meeting fees (Audit/Comp/CG&N) | $2,500 per meeting; $1,250 virtual | Only if >10 Audit or >6 Comp/CG&N meetings |
| Director stock ownership guideline | 5× retainer = $1,175,000 | DSUs included; unexercised SSARs excluded |
Clouse’s FY2025 director compensation:
| Component | Amount (USD) |
|---|---|
| Fees earned/paid in cash | $45,000 |
| DSU awards (grant-date value) | $215,000 |
| All other compensation | $17,208 |
| Total | $277,208 |
Performance Compensation
As a Compensation Committee member, Clouse oversees BF-A’s executive pay-for-performance program. Key FY2025 metrics and outcomes:
| Short-Term Incentive Metric | Threshold | Target | Maximum | Actual FY2025 | Payout Mapping |
|---|---|---|---|---|---|
| Underlying net sales YoY | -3% (0%) | 2% (100%) | 7% (200%) | -2% | 14% payout for this metric contributed to a 7% overall Company payout after 50/50 weighting with operating income |
| Underlying operating income YoY | -3% (0%) | 4% (100%) | 11% (200%) | -3% | 0% payout for this metric |
| Long-Term Incentive (PBRSUs) | Metric | Weight | FY2023–2025 Outcome | Payout |
|---|---|---|---|---|
| Relative TSR vs. S&P 500 Consumer Staples | 50% | 3-year | 11th percentile | 50% of target |
| Adjusted Operating Income CAGR vs. S&P 500 Consumer Staples | 50% | 3-year | Not separately disclosed; combined design | Total PBRSU payout 50% |
Committee process: Independent consultant (WTW) advises; Committee composed solely of independent directors; recoupment (clawback) policy complies with SEC/NYSE rules; no single-trigger CIC; hedging/derivatives prohibited.
Other Directorships & Interlocks
| Company | Role | Overlap/Interlock | Notes |
|---|---|---|---|
| Campbell Soup Company | Director | None disclosed with BF-A committees | Ended Jan 2025; no compensation committee interlocks reported for FY25 |
No related-person transactions disclosed involving Clouse; Compensation Committee interlocks: none.
Expertise & Qualifications
- Executive leadership across global consumer brands; strategy, marketing, sales, R&D/quality; M&A value creation.
- Independent director with consumer staples operating background; complements BF-A’s brand portfolio governance needs.
Equity Ownership
| Instrument | Quantity | Class | As-of Date |
|---|---|---|---|
| Beneficial common shares (A/B) | 0 | A/B | April 30, 2025 |
| DSUs outstanding | 9,431 | Class A | April 30, 2025 |
| SSARs | 0 | — | April 30, 2025 |
Stock ownership guideline: 5× annual Board retainer ($1,175,000) applies; DSUs count toward compliance. Compliance status not disclosed.
Governance Assessment
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Strengths
- Independent director on a fully independent Compensation Committee with robust processes, independent advisor (WTW), and a formal clawback policy aligned with SEC/NYSE rules.
- High engagement environment: Board met five times; Compensation Committee met six times; executive sessions of independent directors occurred.
- Pay-for-performance oversight: Short-term metrics (underlying net sales and operating income) and long-term PBRSUs linked to relative TSR and adjusted operating income vs. S&P Consumer Staples; FY2025 outcomes reduced incentive payouts (7% short-term Company payout; 50% PBRSU payout), demonstrating discipline.
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Watch items
- Controlled-company governance: Nominating/Governance Committee not fully independent; Board composition includes Brown family directors, requiring sustained attention to independent oversight balance.
- Equity ownership alignment: Clouse held DSUs but no disclosed beneficial share ownership as of April 30, 2025; guideline compliance not disclosed; monitoring recommended until confirmed.
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RED FLAGS
- None disclosed specific to Clouse: No related-party transactions, no hedging/derivatives allowed under policy, no committee interlocks reported.