Grant H. Hill
CAMPBELL'SAbout Grant H. Hill
Grant H. Hill (age 53) has served as an independent director of The Campbell’s Company (CPB) since 2021. He is Vice Chairman and co‑owner of the Atlanta Hawks (since 2015), Managing Director of the USA Men’s Basketball Team (since 2021), co‑founder and Managing Partner of Penta Mezzanine Fund (since 2011), and founder/Chairman of Hill Ventures, Inc. He holds a BA in History from Duke University and is a Naismith Memorial Basketball Hall of Fame inductee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Atlanta Hawks (NBA) | Vice Chairman and co‑owner | 2015–present | Executive leadership/brand, consumer engagement |
| USA Men’s Basketball Team | Managing Director | 2021–present | Elite program management/operations |
| Penta Mezzanine Fund | Co‑founder, Managing Partner | 2011–present | Private investing; lower‑middle‑market growth capital |
| Hill Ventures, Inc. | Founder, Chairman | Not disclosed | Commercial real estate development leadership |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| Empire State Realty Trust, Inc. | Director | 2020–present | Real estate; no CPB‑related party transactions disclosed |
Board Governance
- Independence and roles: Independent director; member of the Compensation & Organization Committee and Governance Committee. Not a chair .
- Committee meeting cadence (FY2025): Compensation & Organization (6); Governance (5). All committee members are independent .
- Attendance: All directors attended at least 85% of Board and committee meetings in FY2025; at least 80% in FY2024 .
- Overboarding limits: CPB policy allows up to four other public boards (one if serving as CEO elsewhere). All directors comply; Hill serves on one other public board (ESRT) .
- Ownership alignment: Directors must hold stock valued at 5× the cash retainer within five years; directors have met or are on track. Hedging and pledging of CPB stock are prohibited .
- Board leadership: Independent Board Chair; independent directors meet in executive session .
Fixed Compensation
Director compensation structure and Hill’s actual compensation:
| Component | Calendar 2024 | Calendar 2025 |
|---|---|---|
| Annual Cash Retainer (standard) | $119,000 | $119,000 |
| Annual Stock Retainer (standard) | $157,000 | $167,000 |
| Committee Chair Retainers | Audit $30,000; Comp & Org $25,000; Finance $20,000; Governance $20,000 | Audit $30,000; Comp & Org $25,000; Finance $20,000; Governance $20,000 |
| Audit Committee Member Retainer | $7,500 | $7,500 |
| Board Chair Retainer | $350,000 | $350,000 |
| Grant H. Hill | FY2024 | FY2025 |
|---|---|---|
| Fees Earned/Paid in Cash | $119,000 (elected paid in CPB stock) | $119,000 (elected paid in CPB stock) |
| Stock Awards (grant‑date fair value) | $154,500 | $162,000 |
| Total | $273,500 | $281,000 |
Additional notes:
- Directors receive no meeting fees; stock/cash retainers are paid quarterly; stock grants to directors are fully vested at grant .
- CPB increased the equity portion of director retainers by $5,000 in 2024 and $10,000 in 2025 to align with peer medians .
Performance Compensation
| Item | Status |
|---|---|
| Options granted to directors | None (program simplified; no director options) |
| Performance‑based equity for directors (PSUs/TSR/EPS) | Not applicable to directors; director stock awards are retainer‑based and fully vested at grant |
| Meeting fees/discretionary bonuses | None |
| Clawbacks specific to directors | Corporate clawbacks apply broadly; performance share award agreements include clawback for breach of duty of loyalty (relevant to executive PSUs; directors do not receive PSUs) |
Other Directorships & Interlocks
| Board | Role | Potential Interlock Risk |
|---|---|---|
| Empire State Realty Trust, Inc. | Director | No CPB related‑party transactions disclosed for FY2024–FY2025 |
Expertise & Qualifications
- Executive leadership, consumer branding, digital media/e‑commerce, and technology experience applicable to CPB’s portfolio and go‑to‑market strategy .
- Public company board experience (ESRT) and private investing background (Penta Mezzanine Fund) support capital allocation and growth oversight .
- Sports management leadership (Atlanta Hawks; USA Basketball) reinforces operational discipline and stakeholder engagement .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (shares) | 26,448 |
| Shares acquirable within 60 days | 0 |
| Phantom units in deferred compensation | 0 |
| Shares outstanding (denominator) | 297,703,053 |
| Ownership as % of outstanding | ~0.0089% (computed from 26,448 ÷ 297,703,053) |
| Hedging/pledging of CPB stock | Prohibited by policy |
| Director stock ownership guideline | 5× annual cash retainer within 5 years; directors have met or are on track |
| Unvested vs. vested | Director stock awards are fully vested at grant |
Governance Assessment
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Positive signals:
- Independent director with relevant marketing/e‑commerce and leadership expertise; sits on Compensation & Organization and Governance committees (core oversight areas) .
- Strong engagement/attendance culture (≥85% in FY2025; ≥80% in FY2024); independent committees; independent Board Chair; executive sessions held .
- Ownership alignment: elected to receive cash retainer in CPB stock (FY2024–FY2025); robust director ownership guidelines; anti‑hedging/pledging policies .
- No related‑party transactions disclosed in FY2024–FY2025; no Section 16(a) delinquencies reported for Hill .
-
Watch‑items:
- Multiple external roles (Atlanta Hawks, USA Basketball, ESRT, private funds/real estate) could raise time‑commitment concerns in some contexts; however, CPB’s overboarding policy and attendance thresholds were met, and Hill remains within limits (one other public board) .
- Director pay is fixed retainer based (cash/stock) with no explicit performance metrics; alignment relies on stock retainer and ownership guidelines rather than pay‑for‑performance constructs for non‑employee directors .
-
Context on compensation governance:
- No Compensation Committee interlocks; independent consultant (FW Cook) used for executive and director pay benchmarking; clawback policies enhanced in 2025 to allow recovery for misconduct even without restatement .
- Strong shareholder support on Say‑on‑Pay (96% approval in 2025; 95% in 2023), indicating broader confidence in CPB’s compensation governance framework .