Maria Teresa (Tessa) Hilado

About Maria Teresa (Tessa) Hilado

Maria Teresa (Tessa) Hilado, age 61, has served as an independent director of The Campbell’s Company (CPB) since 2018 and is designated as an Audit Committee Financial Expert; she currently chairs the Finance and Corporate Development Committee and serves on the Audit Committee . She holds a bachelor’s degree in management engineering from Ateneo de Manila University and an MBA from the Darden School of Business at the University of Virginia . Her professional background spans more than three decades in senior finance roles across automotive, consumer packaged goods, and healthcare, including CFO of Allergan and treasury leadership roles at PepsiCo and Schering‑Plough .

Past Roles

External Roles

Board Governance

• Committee assignments: Audit Committee (member) and Finance & Corporate Development Committee (Chair) .
• Committee activity (FY2025): Audit Committee held 9 meetings; Finance & Corporate Development held 5 meetings .
• Audit Committee Financial Expert: The Board determined Ms. Hilado meets SEC Audit Committee Financial Expert criteria; all Audit members are financially literate under Nasdaq standards .
• Independence and engagement: 11 of 12 nominees are independent, including the Board Chair; all directors attended at least 85% of Board and Committee meetings in FY2025 .
• Governance Committee scope (context): Oversees director compensation design, stock ownership guidelines, board/committee evaluations, and reviews any related person transactions .

Fixed Compensation

• Payment cadence: Non‑employee director compensation is paid in arrears in four equal quarterly installments around Mar 31, Jun 30, Sep 30, and Dec 31 .
• Retainer structure (calendar 2025): Annual cash retainer $119,000; annual stock retainer $167,000; Committee Chair retainers—Audit $30,000, Compensation $25,000, Finance & Corporate Development $20,000, Governance $20,000; Audit Committee member retainer $7,500; Board Chair $350,000 .
• Delivery mix and elections: Additional retainers for chairs/Audit members/Board Chair are delivered 50% cash, 50% stock; directors may elect to receive shares in lieu of cash .

Performance Compensation

Other Directorships & Interlocks

• Current public company boards: Zimmer Biomet Holdings, Inc.; Galderma, S.A. .
• Prior boards: PPD, Inc.; H.B. Fuller Company .
• Compensation Committee interlocks: None; no members are former officers/employees of Campbell, and no executive officer of Campbell served on another company’s compensation committee/board where any CPB director is an executive .
• Governance constraints: Corporate Governance Standards limit director service on other public company boards; reinforces engagement capacity and oversight quality .

Expertise & Qualifications

• Financial leadership: 30+ years across Allergan, PepsiCo, Schering‑Plough, and GM/GMAC, with deep expertise in global finance, treasury, M&A, and business development .
• Audit committee credentials: Designated Audit Committee Financial Expert; financially literate under Nasdaq standards .
• Industry breadth: Experience spanning automotive, consumer packaged goods, and healthcare .

Equity Ownership

• Ownership guidelines: Directors must own stock or hold deferred stock units equal to 5x the annual cash retainer within five years of joining; as of the proxy date, each director has met or is on track to meet this guideline .
• Hedging/pledging: Prohibited for directors and officers; strengthens alignment and discourages risk‑offsetting practices .
• Voting rights: Phantom units do not carry voting rights, though directors have a pecuniary interest in these units .

Governance Assessment

• Board effectiveness signals:
  • Chair, Finance & Corporate Development Committee, with remit over capital structure, financing plan, dividend policy, capital budget, and strategic transactions—core levers of value creation and risk oversight .
  • Audit Committee Financial Expert status enhances financial reporting oversight; Audit Committee held 9 meetings in FY2025, indicating active engagement .
  • Independence and attendance confirmed at the Board level (≥85% attendance for all directors in FY2025) .
  • External pay benchmarking by FW Cook led to a modest increase in equity retainers ($10,000) to maintain median positioning and emphasize equity alignment .
  • Robust ownership guidelines, anti‑hedging/anti‑pledging policies, and clawback frameworks support shareholder‑friendly governance .
• Compensation & incentives alignment:
  • Director pay mix is heavily retainer‑based with fully vested stock grants; Ms. Hilado’s deferrals into the Campbell Stock Fund increase economic exposure to CPB equity despite phantom units lacking voting rights .
• Conflicts and related‑party exposure:
  • Compensation committee interlocks: None disclosed; membership independent .
  • Governance Committee oversees related person transactions; no issues surfaced in the provided sections for Ms. Hilado .
• Considerations / potential red flags:
  • Direct share ownership is modest (4,330 shares), though offset by deferred stock units exposure; phantom units lack voting rights, slightly tempering governance voice via ownership .
  • Family directors hold significant ownership and influence at CPB, but Ms. Hilado is independent with finance leadership roles and committee chair responsibilities that counterbalance governance risks .

Overall, Ms. Hilado presents as a high‑credibility finance operator and governance contributor—independent, engaged, and financially expert—with strategic oversight through Finance & Corporate Development and rigorous audit literacy; her compensation deferral choices further tie her economic outcomes to CPB equity, bolstering alignment with shareholder interests .