Mary Beth Laughton
About Mary Beth Laughton
Independent Class I director at Maplebear Inc. (Instacart), age 48, appointed August 16, 2024; current term expires at the 2027 annual meeting. She is affirmed independent under Nasdaq standards. Laughton is President and CEO of Recreational Equipment, Inc. (REI) since January 2025; previously Head of Nike Global Direct to Consumer (Aug 2023–Jan 2025), CEO of Athleta (Oct 2019–Mar 2023), and EVP Omnichannel Retail at Sephora (2012–2019). She holds a B.S. in Accounting and Finance from Indiana University and an MBA from Harvard Business School .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Nike, Inc. | Head of Nike Global Direct to Consumer | Aug 2023–Jan 2025 | Led global DTC channel strategy and execution . |
| Athleta LLC (Gap Inc.) | President & CEO | Oct 2019–Mar 2023 | Drove brand growth and omnichannel expansion . |
| Sephora USA Inc. | EVP, Omnichannel Retail | 2012–2019 | Led omnichannel initiatives; e-commerce and retail integration . |
| Nike (earlier career) | Strategy, merchandising, e-commerce roles | Pre-2012 | Built DTC/e-commerce capabilities . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Recreational Equipment, Inc. (REI) | President & CEO | Jan 2025–present | Outdoor gear/apparel company; private entity . |
Board Governance
- Class I director; term expires at the 2027 annual meeting .
- Independence: Board affirmed Laughton is independent under Nasdaq standards .
- Committee assignments: Not listed on Audit, Compensation, or Nominating & Corporate Governance committees (members are Dolan/Levien/Moritz for Audit; Gupta/Levien/Sarafan/Sundheim for Compensation; Moritz/Gupta/Sarafan for Nominating) .
- Board/committee activity: Board met 5x in FY2024; Audit 5x, Compensation 5x, Nominating 3x; each director attended ≥75% of applicable meetings .
- Board leadership: CEO Fidji Simo is Chair; Lead Independent Director is Lily Sarafan, who presides over independent director sessions .
Fixed Compensation
| Component | Amount | Effective | Notes |
|---|---|---|---|
| Annual cash retainer (Board member) | $50,000 | Jan 1, 2025 | Payable quarterly, pro-rated for partial service . |
| Lead Independent Director retainer | $30,000 | Jan 1, 2025 | Not applicable to Laughton . |
| Audit Committee member / chair | $15,000 / $25,000 | Jan 1, 2025 | Not applicable (not a member) . |
| Compensation Committee member / chair | $10,000 / $20,000 | Jan 1, 2025 | Not applicable (not a member) . |
| Nominating Committee member / chair | $7,500 / $15,000 | Jan 1, 2025 | Not applicable (not a member) . |
| Director Compensation (FY2024) | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Mary Beth Laughton | $18,750 | $416,730 | $435,480 |
Performance Compensation
| Instrument | Grant/Status | Amount/Units | Vesting & Terms |
|---|---|---|---|
| Initial RSU grant (upon appointment) | Granted Aug 2024 | Included in 2024 stock awards fair value $416,730 | Initial director RSU grants have $250,000 grant date fair value; vest in equal annual installments over 3 years, subject to service; accelerates in full upon change in control . |
| Pro-rated annual RSU (for off-cycle appointment) | In lieu of annual grant | Formula-based; vests at earlier of one-year anniversary of appointment or day prior to next annual meeting; subject to service; accelerates in full on change in control . | |
| Annual RSU grant (directors) | Each annual meeting | $250,000 grant date fair value | Vests at next annual meeting or one-year anniversary; subject to service . |
| Unvested RSUs outstanding (12/31/2024) | Balance as of year-end | 12,954 shares | Represents unvested director RSUs at FY-end . |
No performance-based metrics apply to director equity (RSUs are service-based). Director equity fully accelerates on change-of-control per policy .
Other Directorships & Interlocks
- Public company directorships: None disclosed beyond Instacart .
- Interlocks: None disclosed; Laughton is not on the Compensation Committee; committee interlocks disclosed do not involve her .
Expertise & Qualifications
- Deep DTC/omnichannel leadership across Nike, Athleta, Sephora; CEO experience at REI .
- Financial/strategic training: B.S. (Accounting & Finance) and MBA (Harvard), relevant for oversight of consumer brand/e-commerce strategy .
- Board independence and governance familiarity; standard indemnification agreement entered upon appointment .
Equity Ownership
| Measure | Value |
|---|---|
| Beneficial ownership (as of 3/15/2025) | “—”, less than 1% of outstanding shares . |
| Unvested director RSUs (12/31/2024) | 12,954 shares . |
- Hedging/pledging of company stock is prohibited by Insider Trading Policy; applies to directors .
- Beneficial ownership reflects RSUs vesting within 60 days of the measurement date; absence of reportable shares likely due to service-based schedules .
Insider Trades
| Date | Filing | Transaction | Shares | Price | Notes |
|---|---|---|---|---|---|
| 2025-05-22 | Form 4 filed 05/27/2025 | Disposition (Code F – tax withholding on vesting) | 12,755 | $41.05 | RSU vesting tax withholding; routine director equity settlement . |
| 2024-08-16 | Form 8-K | Appointment as director; compensated under Non-Employee Director Compensation Policy | — | — | Initial director RSU grant expected under policy; see compensation section . |
Governance Assessment
- Alignment: Heavy equity mix (2024 stock awards $416,730 vs. cash $18,750) promotes ownership orientation; hedging/pledging prohibited, and change-in-control acceleration standard for directors .
- Independence & conflicts: Board-designated independent; appointment 8-K discloses no related-party transactions under Item 404(a). No public company interlocks or disclosed conflicts; this supports investor confidence .
- Board effectiveness: Brings high-caliber consumer/DTC and omnichannel expertise directly relevant to Instacart’s marketplace and retail technology strategy; however, absence from core committees (Audit/Compensation/Nominating) limits direct influence on oversight levers. Attendance across the board met expectations (≥75%) for FY2024, which supports engagement .
- Signals: Shareholder support for compensation program was strong in 2024 (Say-on-Pay >99%), indicating constructive governance environment; not specific to directors but supportive of overall board credibility .
Red flags: None disclosed related-party transactions or pledging; no legal proceedings noted. Monitor time commitments given concurrent REI CEO role against Corporate Governance Guidelines on board service limits; currently no excess service disclosed and no additional public boards reported .