Shari Ballard
Director at ECL
Board
About Shari L. Ballard
Independent director of Ecolab Inc. since 2018; age 58. Current role: CEO of Minnesota United FC (2021–present). Prior senior executive roles at Best Buy spanning U.S. retail leadership, e-commerce, human resources, and international operations across Canada, China, Europe, and Mexico. Education: BA, University of Michigan–Flint. Core credentials: CEO experience, human capital management, digital/e-commerce, public company governance, and M&A oversight .
Past Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Best Buy Co., Inc. | Senior Executive Vice President & President, Multi-Channel Retail (responsibility for U.S. stores, e-commerce, call centers, Best Buy Mexico, real estate) | 2017–2018 | Led large-scale, geographically dispersed operations and transformation . |
| Best Buy Co., Inc. | President, U.S. Retail | 2014–2017 | Directed U.S. retail performance and brand management . |
| Best Buy Co., Inc. | Chief Human Resources Officer | 2013–2016 | Oversaw talent, HR strategy at global scale . |
| Best Buy Co., Inc. | President—Americas | 2010–2012 | Led business in U.S. and Mexico . |
| Best Buy Co., Inc. | President—International | 2002–2014 | Led business in Canada, China, Europe, Mexico; transformation experience . |
| Best Buy Co., Inc. | Advisor | 2018–2019 | Strategic advisory role post-operator tenure . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Minnesota United FC (professional soccer team) | Chief Executive Officer | 2021–present | CEO experience, large-team leadership, brand-building . |
| Public company boards (current) | None | N/A | No current public company directorships . |
| Public company boards (past 5 years) | None | N/A | No past 5-year public boards . |
Board Governance
- Committee memberships: Audit; Safety, Health & Environment (SH&E) .
- Independence: Board affirmatively determined all non-management nominees (including Ballard) are independent per NYSE and Ecolab standards; Audit and Compensation committee members meet heightened independence requirements .
- Attendance: Six Board meetings in 2024; all directors attended 100% of Board and committee meetings on which they served .
- Committee activity context: Audit met 6x (cybersecurity, controls, compliance); SH&E met 4x (sustainability, safety, environmental oversight) in 2024 .
- Executive sessions: Independent directors meet in executive session at each Board and committee meeting; robust Lead Independent Director role supports oversight and investor engagement .
Fixed Compensation (Director – 2024)
| Component | Amount ($) | Notes |
|---|---|---|
| Cash retainer | 125,000 | Standard annual director cash retainer . |
| Audit Committee member fee | 10,000 | Supplemental fee for Audit Committee membership . |
| Total cash fees | 135,000 | Ballard 2024 cash fees earned . |
Program parameters (context):
- Base annual director compensation program targeted at ~$315,000 excluding lead director and committee retainers, benchmarked to a 21-company peer group also used for executive compensation .
- Additional supplemental retainers: Lead Independent Director $40,000; Committee Chair fees ($20,000–$25,000); Audit Committee member $10,000 .
Performance Compensation (Director Equity – 2024)
| Component | Amount ($) | Grant/Terms | Vesting | Notes |
|---|---|---|---|---|
| Deferred stock units (DSUs) | 135,000 | Credited quarterly to DSU account | Paid in shares after Board service per election | Dividend equivalents paid as additional DSUs; prorated for partial quarters . |
| Stock options | 60,000 | Annual grant (May 6, 2024) | 25% vest at 3, 6, 9, 12 months; 10-year term | Lattice-model valuation; 2024 director grant assumptions: risk-free 4.43%, expected life 6.11 years, vol 22.51%, div yield 1.00% . |
Note: Director equity is not performance-conditioned; DSUs settle post-service, and options deliver value via stock appreciation. No strike price disclosed for director grants in proxy; options use average of high/low market price as exercise price methodology .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None . |
| Past 5-year public company boards | None . |
| Shared directorships or interlocks with Ecolab peers/customers | No director interlocks disclosed for Ballard; Governance Committee reported no related person transactions >$120,000 since 2004 . |
Expertise & Qualifications
- CEO experience and brand-building; led large dispersed organizations and digital/e-commerce operations .
- Human capital management; prior CHRO; deep talent development at scale .
- Digital/cybersecurity exposure through e-commerce leadership; public company governance proficiency; M&A oversight experience .
Equity Ownership
| Measure | Amount | Notes |
|---|---|---|
| Beneficial ownership (shares) | 16,111 | Includes options exercisable within 60 days and DSUs as per SEC rules; less than 1% of shares outstanding (denoted “*”) . |
| Options exercisable within 60 days | 8,116 | Included in beneficial ownership . |
| Deferred stock units (DSUs) | 7,995 | Included in beneficial ownership; not votable/transferable; paid in stock after Board service . |
| Aggregate director options held (as of 12/31/2024) | 8,116 | Director option count for Ballard . |
| Ownership guidelines | 5x annual retainer | Directors must hold stock equal to at least five times annual retainer; until compliant, retain 100% of net shares from option exercises . |
| Guideline compliance and risk policies | Compliant via meeting guideline or retention; no pledging or hedging permitted for directors . |
Governance Assessment
- Board effectiveness: Active Audit and SH&E roles align with Ballard’s operational/HR/digital background; independent status and 100% attendance support robust oversight .
- Alignment and incentives: Balanced director pay mix (cash + DSUs + options); DSU and ownership guidelines strengthen long-term alignment; prohibition on pledging/hedging mitigates misalignment risk .
- Conflicts/related-party exposure: No related-person transactions identified; no public-company interlocks; current CEO role at Minnesota United FC poses low conflict risk given absence of disclosed transactions with Ecolab .
- Red flags: None observed in proxy (no hedging/pledging; full attendance; independent; no related-party transactions). Continued monitoring advisable for any future transactions with Minnesota United FC or affiliates, but none are disclosed .
Overall signal: Strong independence and attendance, relevant committee assignments, and ownership discipline support investor confidence in governance quality and oversight rigor .
Director Compensation Summary (Ballard – 2024)
| Component | Amount ($) |
|---|---|
| Fees earned or paid in cash | 135,000 |
| Stock awards (DSUs) | 135,000 |
| Option awards | 60,000 |
| Total | 330,000 |
Committees and Meetings (Context, 2024)
| Committee | Membership | Meetings | Key Oversight Areas |
|---|---|---|---|
| Audit | Member | 6 | Financial reporting, internal controls, cybersecurity, compliance . |
| Safety, Health & Environment | Member | 4 | Safety, sustainability, climate/water oversight, product impacts . |
Attendance
| Metric | 2024 |
|---|---|
| Board/Committee attendance | 100% for all directors, including Ballard . |
Independence
| Determination | Detail |
|---|---|
| Director independence | Non-management directors (including Ballard) deemed independent; Audit Committee meets heightened independence standards . |
Stock Ownership Policy (Directors)
| Requirement | Status/Restrictions |
|---|---|
| 5x annual retainer; retain 100% of net shares until met | All directors compliant via holdings or retention; no pledging/hedging allowed . |