Linda H. Filler
Carlyle GroupAbout Linda H. Filler
Independent director of The Carlyle Group Inc. (CG), age 65, serving since April 1, 2022, with prior senior operating roles at Walgreens (President of Retail Products, Chief Marketing Officer, Chief Merchandising Officer), Walmart (EVP), Kraft Foods (EVP), and Hanesbrands (Group CEO roles of largest branded apparel businesses). She holds an MBA from Harvard Business School and an MS from the University of North Texas. At CG, she serves on the Nominating and Corporate Governance Committee and is designated by the Board as the Sustainability Lead, reflecting expertise in branding, corporate strategy, and senior governance.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Walgreen Co. | President of Retail Products; Chief Marketing Officer; Chief Merchandising Officer | Retired in 2017 | Not disclosed |
| Walmart | Executive Vice President | Not disclosed | Not disclosed |
| Kraft Foods | Executive Vice President | Not disclosed | Not disclosed |
| Hanesbrands | Group CEO roles of largest branded apparel businesses | Not disclosed | Not disclosed |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Danaher Corporation | Lead Independent Director; Director since 2004 | Since 2004 | Chair, Nominating & Governance; Member, Science & Technology |
| Veralto Corporation | Chair | Not disclosed | Member, Compensation Committee |
| Chicago Public Library Foundation | Chair, Development Committee; Executive Committee member | Not disclosed | Governance/Development oversight |
Board Governance
- Committee membership: Nominating and Corporate Governance Committee; current membership includes Chair Lawton W. Fitt and members Linda H. Filler, Mark S. Ordan (appointed April 7, 2025), and Anthony Welters.
- Sustainability Lead: Appointed by the Nominating & Corporate Governance Committee to provide Board-level oversight of sustainability strategy and reporting.
- Independence: Board affirmatively determined Ms. Filler is independent under Nasdaq, SEC, and CG Governance Policy (alongside other independent directors).
- Attendance/engagement: In 2024, Board met 7 times; Audit 10, Compensation 6, Nominating & Corporate Governance 3; each incumbent director attended at least 75% of Board and relevant committee meetings; all directors attended the 2024 Annual Meeting except one due to a preexisting conflict.
- Executive sessions: Independent directors meet in executive session regularly without management; Lead Independent Director presides.
- Board declassification: Board is being declassified on a phased-in basis and will be fully declassified by the 2026 Annual Meeting.
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Cash-based annual retainer (non-employee directors) | $140,000 | Increased by $10,000 in Feb 2024; same rates apply in 2025 |
| RSU-based annual retainer (grant-date fair value) | $205,000 | Increased by $15,000 in Feb 2024; granted May 1, 2024; vests May 1, 2025 |
| Additional cash retainer – Lead Independent Director | $65,000 | N/A to Ms. Filler (not LID) |
| Additional cash retainer – Audit Committee Chair | $40,000 | N/A to Ms. Filler |
| Additional cash retainer – Compensation Committee Chair | $25,000 | N/A to Ms. Filler |
| Additional cash retainer – Nominating & Corporate Governance Chair | $25,000 | N/A to Ms. Filler |
| Director | Fees Earned or Paid in Cash (2024) | Stock Awards (2024 grant-date FV) | Total (2024) |
|---|---|---|---|
| Linda H. Filler | $140,000 | $198,859 | $338,859 |
- Director Deferral Program: Effective October 2024, non-employee directors may elect to defer RSU settlement and/or receive cash fees as fully vested shares or deferred RSUs, settled on retirement or a date certain; deferred RSUs receive dividend equivalents.
Performance Compensation
| Equity Award Detail | 2024 | Notes |
|---|---|---|
| RSU grant date | May 1, 2024 | Annual RSU component of retainer |
| Number of RSUs unvested at Dec 31, 2024 | 5,004 units | Market value $252,652 at $50.49/share |
| Grant-date fair value (2024 RSU award) | $198,859 | Reported in 2024 Director Compensation Table |
| Vesting | Vests May 1, 2025 | Time-based vesting |
| Performance conditions | None disclosed for director RSU retainer; time-based RSUs only | No director PSUs disclosed |
Other Directorships & Interlocks
- Public boards: Danaher (LID; committees), Veralto (Chair; Compensation committee). Potential interlocks are not identified by CG; Board confirms independence for Ms. Filler.
- Related party transactions: CG’s “Certain Relationships and Related Transactions” section lists transactions for other directors/executives; Ms. Filler is not named in those disclosures.
Expertise & Qualifications
- Skills matrix: Accounting & Finance; Branding & Marketing; Global Perspective; Senior Executive & Corporate Governance; Succession Planning & Human Capital Management; Sustainability.
- Board Sustainability oversight: Formal lead role for sustainability strategy and investment implications.
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Beneficial ownership (shares) | 16,478 shares | Less than 1% of outstanding shares |
| RSUs vesting within 60 days of April 4, 2025 | 5,004 shares | Included as “will vest within 60 days” per table note |
| Unvested RSUs (as of Dec 31, 2024) | 5,004 units | Market value $252,652 at $50.49/share |
| Pledged shares | None; pledging prohibited absent prior approval; only Mr. Rubenstein has approved pledge; “No other Board member” has pledged shares. | |
| Hedging/short positions | Prohibited under CG Insider Trading Policy. | |
| Stock ownership guidelines | 5x base annual cash retainer; compliance counts unvested time-based RSUs and deferred RSUs as “owned.” | |
| Compliance status | In compliance (despite appointment within last five years). |
Governance Assessment
- Strengths: Independence affirmed; service on Nominating & Corporate Governance Committee; Board-appointed Sustainability Lead—demonstrates expertise in oversight of ESG strategy and governance processes.
- Alignment: Mix of director pay emphasizes equity via RSU retainer and optional deferral into equity; Ms. Filler meets stock ownership guidelines, supporting skin-in-the-game.
- Engagement: Board/committee workload and attendance thresholds met across the Board; strong executive session practices enhance independent oversight.
- Shareholder signals: Say-on-pay support improved to 81% in 2024, reflecting investor alignment with compensation governance; Board engaged 51% of shares outstanding with 63% of meetings including Board participation.
- Conflicts and related-party exposure: No related-party transactions naming Ms. Filler; pledging/hedging prohibitions apply and no pledges by directors other than Co-Founder Rubenstein (approved).
- Watch items: Significant external board responsibilities (Danaher LID; Veralto Chair) warrant routine monitoring for time commitments; CG’s independence determination currently supports no impairment of judgment.
RED FLAGS: None disclosed for Ms. Filler—no related-party transactions identified, no pledging, independence affirmed; director equity is time-based RSUs rather than performance-vesting awards.