Sarah Hofstetter
CAMPBELL'SAbout Sarah Hofstetter
Independent director at The Campbell’s Company (CPB) since 2018; age 51 as of the 2025 proxy. Background spans leadership in e-commerce analytics (Profitero), digital media measurement (ComScore), and advertising/brand strategy (360i), with a BA in sociology and journalism from Queens College, CUNY . She currently serves on CPB’s Compensation & Organization and Governance Committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Profitero, Ltd. | Chairwoman; previously President | Chairwoman current; President Apr 2020–May 2025 | Led e-commerce analytics scale-up; expertise in digital marketing and e-commerce |
| ComScore, Inc. | President | Oct 2018–Mar 2019 | Led audience and ad measurement across media platforms |
| 360i (Dentsu) | Chairwoman; CEO; SVP, Emerging Media & Brand Strategy | Chairwoman Apr–Oct 2018; CEO 2013–Apr 2018; SVP 2006–2010 | Ran digital advertising agency; brand modernization and digital growth campaigns |
| Kayak Communications | President & Founder | Not specified | Brand strategy for new media brands |
| Net2Phone | Senior leadership roles | 10 years | Early VoIP technology commercialization experience |
External Roles
| Organization | Role | Tenure |
|---|---|---|
| Kenvue Inc. | Director | 2025–present |
Board Governance
| Attribute | Details |
|---|---|
| Independence | Independent director; Board affirmed independence under Nasdaq and company Independence Standards |
| CPB Committees | Compensation & Organization (member); Governance (member) |
| Committee meetings (FY25) | Compensation & Organization: 6; Governance: 5 |
| Attendance | All directors attended at least 85% of Board and committee meetings in FY25; ≥80% in FY24 |
| Board leadership | Not a committee chair; Board Chair is Keith R. McLoughlin (independent) |
Fixed Compensation
| Component | 2024 | 2025 |
|---|---|---|
| Annual Cash Retainer (program design) | $119,000 | $119,000 |
| Annual Stock Retainer (program design) | $157,000 | $167,000 |
| Committee Chair Retainers (program design) | 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 Annual Retainer | $350,000 | $350,000 |
| Director Compensation (Sarah Hofstetter) | 2024 | 2025 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $120,549 | $119,000 |
| Stock Awards ($) | $156,049 | $162,000 |
| Total ($) | $276,598 | $281,000 |
| Vesting of Director Stock Awards | Fully vested at grant; no unvested awards at FY-end | |
| Deferral Elections (if any) | Deferred stock awards value into Supplemental Retirement Plan; indexed to CPB stock fund | Deferred stock awards value into Supplemental Retirement Plan; indexed to CPB stock fund |
Performance Compensation
Directors at CPB do not receive performance-based pay; equity is granted as retainers to align with shareholders. As a member of the Compensation & Organization Committee, Hofstetter helps oversee executive pay metrics. FY25 executive AIP metrics and outcomes:
| Metric (Weight) | Threshold | Target Range | Over-Achievement | Exceptional | FY25 Actual | Score |
|---|---|---|---|---|---|---|
| Net Sales (40%) ($mm) | $9,986 | $10,459–$10,564 | $11,247 | $11,457 | $10,253 | 81% |
| Adjusted EBIT (40%) ($mm) | $1,429 | $1,556–$1,619 | $1,714 | $1,746 | $1,487 | 75% |
| Free Cash Flow (20%) ($mm) | $610 | $704–$732 | $826 | $862 | $652 | 58% |
| Total Company Performance Score | — | — | — | — | — | 74% of target |
Additional oversight signals: FY25 performance qualifiers (composite market share and sustainability/community goals) evaluated neutrally; no discretionary adjustment applied . FY24 Say‑on‑Pay approval was 96%, indicating strong shareholder support for the program .
Other Directorships & Interlocks
| Item | Details |
|---|---|
| Public company boards | Kenvue Inc. (2025–present) |
| Related party/Interlocks context | Profitero (where Hofstetter is Chairwoman) is owned by Publicis Groupe; CPB engages ordinary-course advertising/marketing services with Publicis and subsidiaries; transactions were substantially equivalent to market terms and below independence thresholds; Board affirmed Hofstetter’s independence . |
| Overboarding policy compliance | Directors limited to max 4 other boards; Audit members limited to 2 other audit committees; all directors comply . |
Expertise & Qualifications
- Marketing, brand building, e-commerce, digital marketing, and social media expertise applicable to CPB’s consumer brands .
- Prior leadership in analytics (ComScore) and digital agencies (360i), plus e-commerce SaaS (Profitero), supports oversight of digital growth and consumer engagement .
- Education: BA in sociology and journalism (Queens College, CUNY) .
Equity Ownership
| Metric | Amount |
|---|---|
| Shares beneficially owned (as of Sep 24, 2025) | 277 |
| Shares acquirable within 60 days | 0 |
| Total beneficially owned | 277 |
| Percent of class | <1% |
| Phantom units in deferred compensation account | 26,021 |
| Shares outstanding (record date for 2025 meeting) | 297,703,053 |
| Stock ownership guideline | Directors required to hold 5x cash retainer within 5 years |
| Guideline compliance | Each director has met or is on track |
| Hedging/Pledging | Prohibited for all directors; anti‑hedging and anti‑pledging policies in place |
Governance Assessment
- Committee roles and engagement: Active member of Compensation & Organization (6 meetings) and Governance (5 meetings), indicating direct involvement in executive pay design, succession, director compensation, and ESG oversight .
- Independence and conflicts: Board affirmed independence despite Publicis relationship; related transactions were ordinary-course, market-equivalent, and below material thresholds—mitigating conflict risk .
- Attendance and engagement: Meets attendance expectations (≥85% in FY25; ≥80% in FY24), supporting board effectiveness .
- Director pay alignment: Mix favors equity; stock retainer increased in 2025 to maintain market median and reinforce alignment; Hofstetter defers stock awards into CPB‑indexed plan, enhancing long‑term alignment .
- Shareholder sentiment: 96% Say‑on‑Pay support in 2024 suggests investor confidence in compensation governance overseen by the committee she serves on .
- Policies and safeguards: Robust clawback framework for incentive compensation, plus strict anti‑hedging and anti‑pledging policies; strong ownership guidelines for directors (5x cash retainer) .
- Related-party transactions: None involving directors/executives reported in the period (FY25 proxy coverage), reducing governance red‑flag exposure .
RED FLAGS: None identified specific to Hofstetter in CPB disclosures; independence maintained; attendance adequate; no pledging/hedging; no material related‑party exposure reported .
Note: Form 4 insider transaction data could not be retrieved due to API access issues; ownership analysis relies on CPB’s beneficial ownership table and director deferred compensation disclosures in the latest proxy .