Martina Hund-Mejean
COLGATE PALMOLIVEAbout Martina Hund-Mejean
Independent director of Colgate-Palmolive since 2020; age 64. Former Chief Financial Officer of Mastercard (2007–2019) with deep finance, risk oversight, and cybersecurity exposure; native of Germany with extensive international leadership experience across global corporations. Serves on Colgate’s Audit Committee and chairs the Finance Committee; independence affirmed under Colgate’s stricter standards (Board is 90% independent; committees 100% independent). Average Board/committee attendance was 99% in 2024; executive sessions are held at every regularly scheduled Board meeting under the Lead Independent Director structure .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Mastercard Incorporated | Chief Financial Officer | 2007–2019 | Led enterprise finance, ERM, and cybersecurity oversight as CFO . |
| Tyco International Ltd. | Senior Vice President & Treasurer | 2002–2007 | Global treasury, capital markets, risk management . |
| Lucent Technologies Inc. | Senior Vice President & Treasurer | 2000–2002 | Corporate treasury and financial strategy . |
| General Motors Company | Finance roles (progressive responsibility) | 1988–2000 | Global finance leadership; international experience . |
| Dow Chemical (Germany) | Credit Analyst | Early career | Credit risk and analysis foundation . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Prudential Financial, Inc. | Director | Since 2010 | Current public company directorship . |
| GE Vernova Inc. | Director | Since 2024 | Current public company directorship . |
| Shell plc | Director | Until 2023 | Former public board; headquartered outside U.S. . |
Board Governance
| Committee | Role | Meetings in 2024 | Key Responsibilities |
|---|---|---|---|
| Finance Committee | Chair | 6 | Oversees financial policies and practices, budgets, capital structure, strategic transactions, productivity initiatives; financial risk management including derivatives and insurance . |
| Audit Committee | Member | 7 | Financial reporting, internal controls, independent auditor oversight, Internal Audit and Ethics & Compliance, enterprise risk including cybersecurity . |
- Independence: All non-employee directors (including Hund-Mejean) meet Colgate’s stricter independence standards; Board committees are 100% independent .
- Attendance and engagement: Board met 7 times in 2024; average attendance 99%; no director <75%; independent directors meet in executive session at every regularly scheduled Board meeting .
- Lead Independent Director: Robust role with expanded duties; ensures independent board leadership alongside combined Chair/CEO structure .
- Related-party transactions: None identified in 2024 under Colgate’s policy and review procedures .
- Overboarding controls: Directors limited to ≤3 other public boards; audit committee service limits monitored; all directors compliant .
Fixed Compensation (Director Pay)
| Component | 2024 Amount | Terms |
|---|---|---|
| Annual Retainer (cash) | $75,000 | Paid to all non-employee directors. |
| Committee Chair Retainer | $10,000 | Additional for each committee chair; applies to Finance Chair role. |
| Annual Share Grant | $180,000 | Fixed-value in Common Stock; grant-date fair value per share $94.46 . |
| Stock Option Grant | $45,000 | Options fair value $20.44 per option; 8-year term; vest in equal annual installments over 3 years; exercise price equals closing price on grant date . |
| Lead Director Retainer | $20,000 | Not applicable to Hund-Mejean. |
| Expenses/Benefits | Life and travel/accident insurance; charitable matching up to $8,000/year . |
| Director | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Option Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|---|
| Martina Hund-Mejean | 85,000 | 179,946 | 44,988 | 8,450 | 318,384 |
Notes: Hund-Mejean elected to defer the 2024 share grant under Colgate’s deferral plans . On average, 71% of non-employee director compensation was paid in Colgate equity in 2024 .
Performance Compensation (Director Equity Structure)
| Instrument | Performance Condition | Vesting | Key Terms |
|---|---|---|---|
| Annual Share Grant | None (fixed-value equity) | As granted; may be deferred into stock units | Aligns director interests with shareholders; value tracks CL stock . |
| Stock Options | None (time-based) | 3-year ratable vesting | 8-year term; strike at grant-date close; no backdating/springloading/repricing permitted . |
Colgate prohibits director hedging and pledging, enhancing alignment; robust clawbacks apply to executives, and directors are subject to anti-hedging/anti-pledging policies; all directors were in compliance in 2024 .
Other Directorships & Interlocks
| Company | Sector | Potential Interlock/Conflict with CL | Comment |
|---|---|---|---|
| Prudential Financial, Inc. | Financial Services | None disclosed | No related-party transactions in 2024; independence standards flag interlocking compensation committees as disqualifying; Board confirmed independence . |
| GE Vernova Inc. | Industrials/Energy | None disclosed | No related-party transactions in 2024 . |
| Shell plc (former) | Energy | None disclosed | Former role; no 2024 related-party transactions . |
Expertise & Qualifications
- Finance leadership: Former CFO of Mastercard; prior treasurer roles at Tyco and Lucent; significant M&A and integration experience .
- Risk management & cybersecurity oversight: Experience overseeing ERM and cybersecurity as CFO at Mastercard .
- Digital/technology familiarity: CFO experience in global payments technology; data and IT exposure .
- International experience: Managed global functions and lived/worked abroad; native of Germany .
- Corporate governance: Seasoned public company director across multiple boards .
Equity Ownership
| Holder | Directly Owned Shares | Exercisable Options (within 60 days) | Common Stock Units | Ownership as % Outstanding |
|---|---|---|---|---|
| Martina Hund-Mejean | 2,771 | 7,694 | 9,084 | <0.25% (each director); group of directors/executives 0.41% |
- Director stock ownership guideline: Independent directors must own stock equal to ≥5x annual share grant; directors have 5 years to comply; all directors compliant; anti-hedging and anti-pledging rules enforced .
- Outstanding options held by Hund-Mejean as of 12/31/2024: 11,818 (aggregate) .
Governance Assessment
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Strengths:
- Finance Committee chaired by a former Fortune 100 CFO enhances oversight of budgets, capital allocation, and strategic transactions; Audit Committee membership adds rigor to financial reporting and cyber risk oversight .
- Strict independence framework and zero related-party transactions in 2024 support investor confidence .
- High attendance and regular executive sessions under a robust Lead Independent Director structure indicate strong board engagement and challenge of management .
- Majority of director compensation paid in equity, fixed-value grant structure, deferral elections, and anti-hedging/pledging policies align incentives with long-term TSR .
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Potential risk indicators and mitigation:
- Overboarding: Policy caps other public boards at ≤3; she holds two current external boards—within limits and subject to annual time-commitment review .
- Audit committee load: Colgate restricts simultaneous audit committee service; Board actively monitors exceptions; overall attendance and independence maintained .
- Combined Chair/CEO: Mitigated by enhanced Lead Independent Director authority and independent committees .
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RED FLAGS:
- None disclosed specific to Hund-Mejean (no related-party transactions; compliance with ownership, anti-hedging/pledging; independence affirmed) .
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Shareholder sentiment context:
- Independent chair proposal received 33.8% support in 2024; Board enhanced Lead Director duties following investor feedback, sustaining independent oversight while maintaining combined Chair/CEO .