Victoria Dolan
Director at CART
Board
About Victoria Dolan
Independent director (age 65) serving on Instacart’s Board since April 2024; currently Chair of the Audit Committee and designated “financially sophisticated” and an “audit committee financial expert” under SEC rules. She holds a B.A. in Economics and an M.B.A. from UCLA Anderson, and previously served as CFO of Revlon, Inc.; Colgate-Palmolive Corporate Controller/PAO and Chief Transformation Officer; and finance leadership roles at Marriott Vacation Club International and The Coca-Cola Company. Her Class I director term runs to the 2027 annual meeting; independence affirmed under Nasdaq listing standards. Notably, Revlon filed Chapter 11 on June 15, 2022 while she was CFO, a background factor for risk awareness.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Revlon, Inc. | Chief Financial Officer | Mar 2018–Sep 2022; Revlon filed voluntary Chapter 11 on Jun 15, 2022 | Led finance through restructuring dynamics |
| Colgate-Palmolive | Chief Transformation Officer; Corporate Controller & Principal Accounting Officer; VP Finance & Strategic Planning (Europe & South Pacific) | CTO: 2016–2018; Controller/PAO: 2011–2017; VP Finance: 2008–2011 | Oversaw complex financial reporting and transformation initiatives |
| Marriott International / Marriott Vacation Club International | Executive Vice President & CFO (MVCI) | Prior to Colgate (dates not specified) | Finance leadership in hospitality operations |
| The Coca-Cola Company | Management roles | Prior to Marriott (dates not specified) | Consumer products finance/operations exposure |
External Roles
| Organization | Role | Public/Private | Tenure | Notes |
|---|---|---|---|---|
| Ranpak Holdings Corp. | Director | Public | Current | Sustainable paper packaging; no CART-related transaction disclosed |
| Ideal Industries, Inc. | Director | Private | Current | Appliances/electrical/electronics manufacturer |
| Stericycle, Inc. | Director (prior) | Public | May 2023–Nov 2024 (acquired by Waste Management) | Ended upon acquisition |
Board Governance
- Independence: Board determined Dolan is independent under Nasdaq standards; Audit Committee members meet Rule 10A-3 independence; Dolan is audit committee financial expert.
- Committee assignments:
- Audit Committee: Chair (members: Victoria Dolan, Meredith Kopit Levien, Michael Moritz). Responsibilities include financial reporting oversight, internal controls, audit firm independence, related-party transaction review, cybersecurity/data privacy risk oversight.
- Attendance: Board met 5 times in FY2024; Audit Committee 5; Compensation 5; Nominating/Governance 3; each director attended at least 75% of applicable meetings; 6 of 8 directors attended the 2024 annual meeting.
- Shareholder voting signals:
- 2024 election (Class I): Dolan elected with 146,778,438 For; 72,250 Withheld; 36,766,348 broker non-votes—strong support.
- 2025 say‑on‑pay: 98,904,648 For; 80,342,478 Against; 81,529 Abstain; broker non‑votes 25,443,324—lower support vs 2024, a governance sentiment data point.
Fixed Compensation
| Component | FY2024 Amount (Dolan) | Policy Effective Jan 1, 2025 (All Non‑Employee Directors) |
|---|---|---|
| Board cash retainer | $52,692 (pro‑rated) | $50,000 annual retainer |
| Lead Independent Director cash retainer | N/A | $30,000 (policy; applies to Lead Independent Director) |
| Audit Committee | Included above; role noted | $15,000 member; $25,000 Chair (in lieu of member retainer) |
| Compensation Committee | N/A | $10,000 member; $20,000 Chair |
| Nominating & Corporate Governance | N/A | $7,500 member; $15,000 Chair |
Notes:
- Cash amounts are paid quarterly, pro‑rated for partial quarters.
Performance Compensation
| Equity Component | FY2024 (Dolan) | Vesting/Terms |
|---|---|---|
| Stock awards (grant‑date fair value) | $475,702 | RSUs generally vest either on one‑year (annual RSU) or three‑year (initial RSU) schedules; annual RSU ~$250,000 grant value each annual meeting; initial RSU ~$250,000 on appointment; full acceleration upon Change in Control (subject to service through CoC date). |
| Unvested RSUs outstanding (12/31/2024) | 13,828 shares | Continues per grant schedule; subject to director Continuous Service. |
Other Directorships & Interlocks
| Entity | Relationship to CART | Interlock/Transaction Risk |
|---|---|---|
| Ranpak Holdings Corp. | No disclosed transactions with CART | Low; packaging provider not identified as CART supplier in proxy |
| Ideal Industries, Inc. | No disclosed transactions with CART | Low; private industrial firm |
| Stericycle, Inc. (prior) | No CART transaction disclosed | None; tenure ended in 2024 |
Related‑party oversight example:
- D1 share repurchase: Audit Committee formed a subcommittee (Dolan and Moritz) to approve repurchase from an entity affiliated with director Daniel Sundheim, per Rule 16b‑3—positive governance process discipline.
Expertise & Qualifications
- Audit committee financial expert; financially sophisticated under Nasdaq rules.
- Deep financial reporting, transformation, and multinational consumer products experience (Revlon CFO; Colgate Controller/PAO & CTO).
- Prior hospitality and beverage sector finance roles (Marriott Vacation Club; Coca‑Cola).
- Education: B.A. Economics; M.B.A. UCLA Anderson.
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership (as of 3/15/2025) | 2,328 shares (RSUs scheduled to vest within 60 days) |
| Ownership % of outstanding shares | <1% (asterisk per proxy table) |
| Unvested RSUs (12/31/2024) | 13,828 shares |
| Pledged shares | None disclosed; pledging prohibited by Insider Trading Policy |
| Hedging policy | Hedging/derivatives prohibited |
Fixed vs Performance Compensation Mix (FY2024)
| Type | Amount | Notes |
|---|---|---|
| Cash fees | $52,692 | Pro‑rated from appointment date |
| Equity (RSUs) | $475,702 | ASC 718 fair value at grant |
| Total | $528,394 | 90% equity, aligning director pay with shareholder outcomes |
Governance Assessment
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Strengths:
- Independent director and Audit Chair; designated audit committee financial expert, enhancing financial oversight.
- Active related‑party oversight (subcommittee approving D1 repurchase), robust independence controls.
- Strong election mandate in 2024; director equity grants and CoC acceleration standard for market norms.
- Board policies prohibit hedging and pledging; comprehensive cybersecurity and AI risk oversight embedded in Audit Committee charter.
-
Potential red flags / watch items:
- Historical association with Revlon’s Chapter 11 may prompt investor scrutiny on risk management (contextual, not a CART conflict).
- 2025 say‑on‑pay approval weaker (~55% For), signaling broader governance sentiment headwinds for CART; monitor director engagement with shareholders.
- Multiple external roles: presently Ranpak (public) and Ideal Industries (private); within CART guideline caps but monitor workload/attendance (proxy discloses ≥75% attendance board‑wide).
-
Compensation structure signals:
- 2025 policy increased Lead Independent Director retainer to $30k; RSU‑centric director pay (annual $250k) emphasizes long‑term alignment; no meeting fees disclosed; clear CoC acceleration terms.
Overall, Dolan’s audit leadership, technical financial expertise, and independence bolster board effectiveness; no Dolan‑specific related‑party transactions are disclosed. Continued oversight of compensation vote outcomes and external time commitments recommended.