Marc B. Lautenbach
CAMPBELL'SAbout Marc B. Lautenbach
Marc B. Lautenbach, age 64, is an independent director of The Campbell’s Company, serving since 2014; he is Chair of the Compensation and Organization Committee and a member of the Finance and Corporate Development Committee . He previously served as President and CEO of Pitney Bowes Inc. from December 2012 to October 2023, and spent 27 years at IBM, most recently as Managing Partner, North America, IBM Global Business Services; he holds a BA from Denison University (magna cum laude, Phi Beta Kappa) and an MBA in finance from Northwestern’s Kellogg School .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pitney Bowes Inc. | President & Chief Executive Officer | Dec 2012 – Oct 2023 | Led global shipping/mailing technology, logistics and financial services business |
| IBM (International Business Machines) | Senior leadership roles; Managing Partner, North America, IBM Global Business Services | 27 years | Operational leadership in technology services; marketing, sales, product development; significant international experience |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| Pitney Bowes Inc. | Director | 2012 – 2023 | Listed under “Other Public Company Boards” in CPB proxy |
Board Governance
- Committee assignments: Chair, Compensation & Organization; Member, Finance & Corporate Development .
- Committee activity: C&O met 6 times in fiscal 2025; responsibilities include approving ST/LT incentives and performance goals, CEO evaluation, succession planning, benefit plan design, and clawback policies; no interlocks or insider participation disclosed . Finance & Corporate Development met 5 times; responsibilities include capital structure, financing plan, dividend policy, capital budget, M&A/joint ventures, and financial risk oversight .
- Independence: Board determined all directors except the employee-director are independent; all members of Audit, C&O, Finance & Corporate Development, and Governance Committees are independent under Nasdaq and CPB standards .
- Attendance: In fiscal 2025, the Board held six regular and one special meeting; all directors attended at least 85% of Board and committee meetings .
- Board leadership: Independent Board Chair structure maintained; committee chairs are independent .
Fixed Compensation
| Component (Calendar 2025) | Amount |
|---|---|
| Annual Cash Retainer | $119,000 |
| Annual Stock Retainer | $167,000 |
| Committee Chair Retainer – Compensation & Organization | $25,000 (delivered 50% cash, 50% stock) |
| Committee Member Retainer – Audit (excl. Chair) | $7,500 (not applicable to Lautenbach) |
| Board Chair Annual Retainer | $350,000 (not applicable to Lautenbach) |
| Payment cadence | Quarterly, paid around Mar 31, Jun 30, Sep 30, Dec 31 |
| Marc B. Lautenbach – Fiscal 2025 Director Compensation | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 131,500 |
| Stock Awards (grant-date fair value) | 174,500 |
| Total | 306,000 |
| Deferral elections (2025) | Deferred value of stock awards into Supplemental Retirement Plan, indexed to Campbell Stock Fund |
Notes: Additional retainers for chairs and Audit members are delivered 50% in cash and 50% in shares, with a director option to elect shares in lieu of cash; no individual meeting fees; no director retirement plan or benefits; business travel and accident insurance provided .
Performance Compensation
- Structure: Non-employee director pay consists of cash and fully vested stock awards at grant; directors’ stock awards are granted at fair value under ASC 718; no unvested director stock awards outstanding at fiscal year-end .
- Equity timing policy: CPB avoids timing equity grants around MNPI; stock options were eliminated from executive LTI program in 2020; restrictions do not apply to RSUs/DSUs without exercise prices (context for executives; directors receive stock retainers) .
- Clawbacks: Robust executive incentive compensation clawback policies; director retainers not described as performance-based; clawbacks apply to executives (committee oversight relevance) .
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Other public company boards (current/past 5 years) | Pitney Bowes Inc., 2012–2023 |
| Compensation Committee interlocks | None; no member has been an officer/employee of Campbell; no reciprocal executive interlocks disclosed |
Expertise & Qualifications
- Executive leadership (former CEO), operations in technology/logistics, marketing, sales, product development; significant international experience .
- Board skills matrix categories aligned: finance/capital allocation, information technology/security, corporate governance experience, sustainability/human capital management (as highlighted by CPB for nominees) .
Equity Ownership
| Holder | Shares Owned | Shares Acquirable within 60 Days | Total Beneficial | % of Class | Phantom Units (Deferred) |
|---|---|---|---|---|---|
| Marc B. Lautenbach | 1,433 | 0 | 1,433 | <1% | 39,771 |
| CPB shares outstanding (context) | 297,703,053 | — | — | — | — |
| Notes: Directors must own stock or deferred units equal to 5x the cash retainer within 5 years; CPB reports each director has met or is on track . Hedging is prohibited for directors; pledging of shares by directors is prohibited (no existing pledge agreements) . |
Governance Assessment
- Committee leadership: As C&O Chair, Lautenbach oversees pay-for-performance architecture, CEO evaluation, succession and clawbacks; CPB employs independent consultant FW Cook for director and executive comp benchmarking, and maintains best-practice features (double-trigger CIC for NEOs, no tax gross-ups, anti-hedging/anti-pledging) supporting investor confidence .
- Independence & attendance: Independent status affirmed; all directors ≥85% attendance; four fully independent committees; independent Board Chair enhances oversight .
- Ownership alignment: Director equity retainers, stock ownership guidelines (5x cash retainer), and Lautenbach’s deferral of stock awards into the Supplemental Retirement Plan align interests; no pledging/hedging permitted .
- Shareholder feedback: 2024 Say-on-Pay support at 96% indicates broad investor endorsement of compensation oversight (committee chaired by Lautenbach) .
- Related-party & conflicts: Governance Committee reported no related person transactions during the period; independence determinations disclosed; Compensation Committee interlocks explicitly “none” .
- Information security & ERM: Structured risk oversight across committees; Audit oversees information security with regular reports, third-party audits and NIST framework alignment—supports board effectiveness in risk areas adjacent to Lautenbach’s technology background .
RED FLAGS: None identified for Lautenbach—no related-party transactions, no pledging, no hedging, attendance above threshold, and strong shareholder support for compensation oversight .
Appendix: Committee Snapshot (for Lautenbach)
| Committee | Role | Meetings FY2025 | Select Responsibilities |
|---|---|---|---|
| Compensation & Organization | Chair | 6 | ST/LT incentives, performance goals, CEO evaluation, succession, benefits/clawbacks, advisor independence |
| Finance & Corporate Development | Member | 5 | Capital structure, financing, dividend policy, capital budget, M&A/JVs, financial risks |