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Mary Alice D. Malone, Jr.

Director at CAMPBELL'SCAMPBELL'S
Board

About Mary Alice D. Malone, Jr.

Mary Alice D. Malone, Jr. is an independent director at The Campbell’s Company (CPB), age 42, appointed to the Board on July 17, 2025. She is an entrepreneur in luxury footwear, founder and Chief Brand Director of Malone Souliers, and serves as Executive Chair of Duo Boots. She brings brand-building and global retail experience, and is a descendant of the company’s founder with significant share ownership and long-term orientation .

Past Roles

OrganizationRoleTenureCommittees/Impact
Malone SouliersFounder; Chief Brand DirectorEstablished 2014; ongoingBuilt international luxury footwear brand with global distribution
Duo BootsExecutive ChairAcquired 2020; ongoingAcquired out of bankruptcy; led relaunch via operational improvements and product innovation

External Roles

OrganizationRoleTenurePublic Company?
Other public company boardsNone in the past 5 years

Board Governance

ItemDetail
Director sinceJuly 17, 2025 (appointed by the Board)
Age42
IndependenceIndependent director
CommitteesCompensation and Organization; Finance and Corporate Development
Chair rolesNone (committee chairs are others as shown)
AttendanceBoard held 6 regular and 1 special meeting in FY2025; all directors attended at least 85% of Board and committee meetings (Ms. Malone, Jr. joined late in FY2025)
Board/Director evaluationsGovernance Committee uses annual evaluations and engaged a third-party firm in FY2025; individual feedback discussed with each director (except Ms. Malone, Jr. due to her recent July 2025 appointment)
Related-party oversightGovernance Committee reviews transactions with related persons; all four standing committees are fully independent

Fixed Compensation

Component (Calendar 2025)Amount
Annual cash retainer$119,000
Annual stock retainer$167,000
Committee chair retainersAudit: $30,000; Compensation & Organization: $25,000; Finance & Corp. Dev.: $20,000; Governance: $20,000
Audit Committee member retainer (excl. Chair)$7,500
Board Chair annual retainer$350,000
Payment cadence and formPaid quarterly; additional retainers 50% cash/50% shares; directors may elect shares in lieu of cash
FY2025 Actual (Ms. Malone, Jr.)Amount
Fees earned or paid in cash$0 (joined July 17, 2025; FY2026 pro-rated payment)
Stock awards$0 (first pro-rated payment in FY2026)
Total FY2025$0

Notes: The Governance Committee, advised by FW Cook, increased the 2025 equity portion of non-employee director retainers by $10,000 to maintain median competitiveness and emphasize alignment in stock .

Performance Compensation

ElementTerms
Director stock retainerNot performance-based; stock awards are fully vested at grant; no unvested stock awards at FY2025 year-end
Clawback/hedgingRobust clawback policies; directors, officers, and employees are prohibited from hedging; pledging of Campbell stock is prospectively prohibited

Other Directorships & Interlocks

CategoryDetail
Current public boardsNone (past 5 years)
Internal interlocks (CPB Board)Family directors include Bennett Dorrance, Jr. (independent director; cousin of Ms. Malone, Jr.) and Archbold D. van Beuren (independent director; Governance Chair)
Principal shareholders (family)The Mary Alice Dorrance Malone Revocable Trust: 39,960,337 shares (13.42%); Ms. Malone, Jr. is co-beneficiary and co-trustee; trust had one late Form 3 filing post the death of Mary Alice D. Malone (elder)
Principal shareholders (family)Bennett Dorrance: 44,905,684 shares (15.08%); uncle of Ms. Malone, Jr.
Item 404(a) related-party transactionsNone with Ms. Malone, Jr. at appointment; no arrangements/understandings for her selection

Expertise & Qualifications

  • Founder/brand builder; entrepreneur with global retail and brand management experience .
  • Significant/long-term shareholder perspective as a descendant of the founder .
  • Committee service on Compensation & Organization and Finance & Corporate Development supports oversight of incentives and capital allocation .

Equity Ownership

Holder/VehicleShares
Total beneficial ownership (Ms. Malone, Jr.)53,766,486 shares (18.06% of class)
The Mary Alice Dorrance Malone Revocable Trust (co-beneficiary/co-trustee)39,960,337
Trust for benefit of Ms. Malone, Jr. (co-trustee)14,554
Trust for her sister (Ms. Malone, Jr. co-trustee; remainder beneficiary)14,554
Mary Alice Malone, Jr. Management Trust (beneficiary and co-trustee)78,018
GRAT 9 Follow-On Trust (co-trustee)467,147
Hera Management LLC (co-manager)1,333
Contango Limited, LP (general partner: Hera Management LLC)13,230,543

Additional alignment policies:

  • Director ownership guideline: hold stock equal to 5x the cash retainer within five years; as of the proxy date, each director has met or is on track to meet this guideline .
  • Anti-hedging and prospective anti-pledging policy for directors and officers .

Governance Assessment

  • Strengths

    • Independent status with immediate committee assignments enhances board oversight in pay and capital allocation; all four key committees are fully independent .
    • Significant beneficial ownership (18.06%) supports long-term alignment; robust anti-hedging/pledging policies and ownership guidelines further align directors and shareholders .
    • Governance processes include independent Board Chair, annual third‑party facilitated evaluations, and Governance Committee oversight of related‑party transactions .
    • No Item 404(a) related‑party transactions disclosed for Ms. Malone, Jr. at appointment .
  • Risk indicators and potential red flags

    • Concentrated family ownership and presence of multiple family directors (including Ms. Malone, Jr., Bennett Dorrance, Jr., and Archbold D. van Beuren) can raise entrenchment/related‑party perception risk, though mitigated by independent committee structure and oversight processes .
    • Administrative compliance note: one late Form 3 filing by The Mary Alice Dorrance Malone Revocable Trust following the death of Mary Alice D. Malone (elder) (board disclosed under Section 16(a)); not directly attributable to Ms. Malone, Jr. but relevant to governance optics around family trusts .
  • Director compensation and incentives

    • Non‑employee director pay emphasizes equity (2025 equity retainer increased by $10,000 after FW Cook benchmarking), aligning with shareholder interests; Ms. Malone, Jr. received no FY2025 payments due to timing of appointment, with pro‑rated compensation commencing in FY2026 .
    • Director stock awards vest immediately and are not performance‑conditioned; clawback policies apply to incentive compensation broadly and hedging is prohibited .