Howard M. Averill
CAMPBELL'SAbout Howard M. Averill
Independent director at The Campbell’s Company since 2017; age 61. Former EVP & CFO of Time Warner Inc. (2014–2018) and Time Inc. (2007–2013) with prior finance roles at NBC Universal and strategic planning at PepsiCo; MBA (finance) from UNC Kenan‑Flagler and BA (economics) from University of Vermont. Recognized Audit Committee Financial Expert; currently Audit Committee Chair and member of the Finance & Corporate Development Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Time Warner Inc. | EVP & Chief Financial Officer | 2014–2018 | Finance, accounting, M&A, strategic planning leadership |
| Time Inc. | EVP & Chief Financial Officer | 2007–2013 | Corporate finance and reporting leadership |
| NBC Universal | Various financial roles | ~10 years | Finance roles across business units |
| PepsiCo, Inc. | Strategic planning | Earlier career | Corporate strategy exposure |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| — | — | — | No other public company boards in past 5 years |
Board Governance
- Independence: Board has affirmatively determined all directors (other than the CEO) are independent; all Audit, Compensation & Organization, Finance & Corporate Development, and Governance Committees are fully independent .
- Committee assignments: Audit (Chair); Finance & Corporate Development (member). Audit Committee met 9 times in FY2025; Finance & Corporate Development met 5 times .
- Attendance: Board held 6 regular and 1 special meeting; all directors attended at least 85% of Board and committee meetings in FY2025 .
- Board leadership: Independent Board Chair; independent directors meet in executive session .
- Audit oversight: Audit Committee oversees external auditor appointment (PwC re‑appointed), financial reporting, internal controls, risk management and information security .
Fixed Compensation
- Program design (non‑employee directors, CY2025):
- Annual cash retainer $119,000; annual stock retainer $167,000
- Committee Chair retainers: Audit $30,000; Compensation & Organization $25,000; Finance & Corp Dev $20,000; Governance $20,000
- Audit Committee member retainer (excluding chair) $7,500; Board Chair annual retainer $350,000
- Pay delivered 50% cash / 50% stock for chair/member retainers; directors may elect stock in lieu of cash; no meeting fees .
- FY2025 actual for Howard M. Averill (paid quarterly in arrears):
- Cash fees $134,000; Stock awards $177,000; Total $311,000. He elected to defer both cash and stock awards into the Supplemental Retirement Plan; deferred stock indexed to CPB Stock Fund .
| Component | FY2025 Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 134,000 |
| Stock Awards (grant‑date fair value) | 177,000 |
| Total | 311,000 |
| Deferral Elections | Cash & stock deferred to Supplemental Retirement Plan; stock deferrals indexed to Campbell Stock Fund |
- Ownership guideline: Directors must hold CPB stock or deferred stock units equal to 5× the annual cash retainer within five years; all directors have met or are on track .
- Hedging/pledging: Prohibited for directors; no existing pledge agreements among directors/officers .
Performance Compensation
- Not applicable. Campbell does not use performance‑conditioned equity or bonuses for non‑employee director pay; stock retainers vest at grant and there are no meeting fees or pay‑for‑performance elements for directors .
Other Directorships & Interlocks
- Other public company boards: None in past five years (reduces overboarding/interlock risk) .
- Committee interlocks: Company discloses no Compensation Committee interlocks; no insider participation on the Compensation & Organization Committee .
- “Overboarding” policy: Audit members may serve on ≤2 other public company audit committees; other directors on ≤4 boards; all directors in compliance .
Expertise & Qualifications
- Audit Committee Financial Expert designation; all Audit Committee members financially literate per Nasdaq standards .
- Deep finance, accounting, capital allocation, M&A and strategic planning experience; digital/media and IT/security exposure from Time Warner/NBC Universal tenure .
- Education: BA (Economics), University of Vermont; MBA (Finance), UNC Kenan‑Flagler .
Equity Ownership
| Holder | Shares Owned | Phantom/Deferred Units | Total Beneficial Ownership | % of Class |
|---|---|---|---|---|
| Howard M. Averill | 437 | 30,685 | 437 shares; deferred units have pecuniary interest but no voting rights | <1% (*) |
- Directors’ deferred units count toward ownership guidelines; phantom units do not carry voting rights .
- Anti‑hedging/anti‑pledging policies in force; directors prohibited from hedging or pledging company stock .
Governance Assessment
- Strengths: Independent director with CFO pedigree; Audit Committee Chair and financial expert; strong committee independence; robust anti‑hedging/pledging and stock ownership guidelines; solid attendance record; no related‑party transactions disclosed .
- Alignment: Mix of cash and stock retainers; deferral into Campbell Stock Fund enhances alignment with shareholders; compliance/on‑track with 5× retainer ownership guideline .
- Watch items: Direct share ownership is modest (<1%), though meaningful deferred stock units mitigate alignment concerns; continue to monitor Audit Committee oversight quality and auditor independence (PwC re‑appointed, fees disclosed) .
RED FLAGS: None disclosed specific to Averill. No related‑party transactions; no pledging/hedging; independence affirmed; attendance ≥85% .