Julie Kunkel
About Julie Kunkel
Independent director since 2022; Audit Committee Chair. Former Senior Partner in Ernst & Young LLP’s Financial Accounting Advisory Services with nearly 40 years in audit/assurance across consumer and retail sectors; BA in Accounting and Business Management (University of St. Thomas); Certified Public Accountant. Age 62; independence affirmed under NASDAQ standards; designated an “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ernst & Young LLP | Senior Partner, Financial Accounting Advisory Services | 2015–2021 | Advised on finance, accounting, reporting impacts of M&A, dispositions and IT transformations; ESG assessments and governance frameworks |
| Ernst & Young LLP | Various audit and assurance positions; including Managing Partner, Columbus office | 1984–2015 | Led consumer sector market-facing leadership; oversight of client engagement, quality reviews, staffing/training; deep accounting/auditing standards expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No other public company directorships disclosed in biography |
Board Governance
| Attribute | 2024 | 2025 (as of proxy date) |
|---|---|---|
| Board meetings held | 9 | 9 (FY2024 disclosed) |
| Attendance | Each incumbent ≥75% of Board + committees; all directors attended 2024 annual meeting | Same disclosure covers FY2024 |
| Independence status | Independent director | Independent director |
| Audit Committee | Member | Chair; Audit Committee held 8 meetings in FY2024 |
| Audit financial expert designation | Yes (Audit Committee financial expert) | Yes (Audit Committee financial expert) |
| Other committees | — | — |
| Board leadership | Independent Chairman (R. Michael Mohan); regular executive sessions | Independent Chairman (R. Michael Mohan) |
- The Audit Committee oversees financial reporting integrity, internal control effectiveness, auditor independence/quality, enterprise risk (including cybersecurity), and internal audit performance .
- Audit Committee report signed by Julie Kunkel (Chair) for FY2024 audited financials; PwC independence reviewed; recommendations to include audited statements in 10-K .
Fixed Compensation
| Component | Structure (policy) | Julie Kunkel – FY2024 Actual |
|---|---|---|
| Annual cash retainer | $95,000 | $120,343 (includes committee chair retainer) |
| Committee chair fees | Audit Chair: $30,000; Compensation Chair: $30,000; Nominating Chair: $30,000; Operating Chair: $30,000 | Audit Chair (applicable in 2024/2025) |
| Committee member fees | Audit: $15,000; Compensation: $12,500; Nominating: $10,000; Operating: $10,000 | Member fees if applicable in 2024 |
| Meeting fees | Not disclosed (plan lists retainers only) | Not disclosed |
- Non‑Executive Chair retainer: $85,000 and RSU grant $240,000 (increased in 2024 to maintain competitiveness) .
- Stock ownership guidelines for directors: 5x annual retainer; met or on track for all non‑employee directors .
Performance Compensation
| Equity Type | Grant value | Grant date convention | Vesting schedule | Outstanding (as of 12/29/2024) |
|---|---|---|---|---|
| RSUs (annual director grant) | $155,000 grant date fair value | On date of annual meeting | Vest in full at first annual meeting following grant (≈ one-year term alignment) | 5,881 unvested RSUs |
- No performance-linked metrics for director RSUs; RSUs are time-based and align with one-year director terms .
Other Directorships & Interlocks
| Company | Role | Committee roles | Potential interlocks/conflicts |
|---|---|---|---|
| — | — | — | None disclosed; no related party transactions tied to Julie Kunkel reported |
Expertise & Qualifications
- Finance, accounting and auditing: Significant experience as EY lead audit partner and FAAS senior partner; deep standards expertise .
- Risk management and compliance: Advised multiple public companies; ESG reporting and governance frameworks; audit of transformations .
- Consumer and retail sector specialization: 40 years across consumer products and retail clients .
- Designated Audit Committee financial expert under Item 407 of Regulation S-K .
- Education/credentials: BA Accounting & Business Management (University of St. Thomas); CPA .
Equity Ownership
| Metric | As of Feb 13, 2024 | As of Feb 12, 2025 |
|---|---|---|
| Total beneficial ownership (common) | 5,142 shares | 12,715 shares |
| RSUs not vesting within 60 days | 6,508 shares | 5,881 shares |
| Shares held in IRA | 1,000 shares | 2,065 shares |
| Shares outstanding (for % context) | 86,588,803 | 84,855,311 |
- Hedging/pledging: Prohibited for directors and executives; no shares may be held in margin accounts or pledged as collateral .
- Ownership guideline: Directors must hold 5x annual retainer; all non-employee directors have met or are on track .
Governance Assessment
- Board effectiveness: Elevation from Audit Committee member (2024) to Audit Committee Chair (2025) signals confidence in her technical oversight; Audit Committee met 8 times in FY2024; Kunkel signed the Audit Committee report affirming PwC independence and recommending inclusion of audited statements in 10-K .
- Independence and engagement: Independence affirmed; FY2024 attendance ≥75% with full annual meeting attendance; Audit financial expert designation enhances credibility in financial oversight .
- Compensation alignment: Standard director pay mix—cash retainer plus time-based RSUs vesting at next annual meeting; ownership guidelines (5x retainer) and anti‑hedging/pledging policy support alignment with shareholders .
- Conflicts/related party exposure: No related party transactions involving Kunkel; the proxy’s related party section highlights only the Brazil transaction and executive involved (not Kunkel) .
- Shareholder sentiment: Recent say‑on‑pay approval at 97.4% indicates broad support for compensation governance overall (context for board oversight) .
RED FLAGS
- None identified: No attendance shortfalls, no pledging/hedging, no related-party transactions tied to Kunkel, and independence affirmed .