John J. Dooner, Jr.
About John J. Dooner, Jr.
Lead Independent Director of ETD since 2021; independent director since 2011; age 77. Founder of The Dooner Group (2012) and Chairman Emeritus of McCann Worldgroup, which he formed and led as CEO until 2011; previously CEO of McCann Erickson Worldwide since 1992. Recognitions include American Advertising Federation Hall of Fame (April 2019) and honorary doctorate from St. Thomas University (May 2019). Brings executive leadership, financial acumen, and advertising/branding expertise.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| McCann Worldgroup | Chief Executive Officer; later Chairman Emeritus | CEO through 2011; Chairman Emeritus thereafter | Built one of the largest global marketing communications organizations across 125+ countries |
| McCann Erickson Worldwide | Chief Executive Officer | 1992 onward (pre-Worldgroup role) | Led global operations and brand portfolio growth |
External Roles
| Organization | Role | Tenure/Notes | Impact |
|---|---|---|---|
| The Dooner Group | Founder (marketing communications consultancy) | Founded 2012 | Strategic advisory in marketing/branding |
| St. Thomas University (Miami, FL) | Chairman | Noted current role | Higher ed governance leadership |
| United Way Worldwide | Past Chairman, Board of Trustees; Past Brand Platform Chairman | Prior service | Global non-profit leadership and brand stewardship |
Board Governance
- Independence and leadership: Independent director (all directors except CEO are independent); Lead Independent Director since 2021 with clearly delineated duties (organizes/chairs independent director sessions and interfaces with CEO).
- Committee assignments and chair roles (FY2025): Compensation (Chair), Audit (Member), Corporate Governance, Nominations & Sustainability (Member).
- Attendance and engagement (FY2025): Board met 5 times; 100% attendance by each director; committees held 4 regular meetings each with 100% attendance; independent directors met 5 times in executive session chaired by the Lead Independent Director.
- Audit committee financial expertise: The Board determined all Audit Committee members, including John J. Dooner, Jr., qualify as “audit committee financial expert.”
FY2025 Board & Committee Participation
| Metric | Value |
|---|---|
| Board meetings held | 5 |
| Director board attendance | 100% |
| Committee meetings held (Audit/Comp/CGNS) | 4 each |
| Committee attendance | 100% |
| Independent director executive sessions | 5 (chaired by LID) |
Fixed Compensation (Director)
| Component | Amount | Period/Terms | Notes |
|---|---|---|---|
| Annual cash retainer | $60,000 | FY2025 | Standard non-employee director retainer |
| Lead Independent Director fee | $2,000 per quarter ($8,000 annually) | FY2025 | Additional LID cash fee |
| Compensation Committee Chair fee | $2,000 per quarter ($8,000 annually) | FY2025 | Additional chair cash fee |
| Total fees earned (cash) | $76,000 | FY2025 | Reported for John J. Dooner, Jr. |
| Meeting fees | $0 | FY2025 | None paid; only if >4 standalone committee meetings |
| Expense reimbursement | Actuals reimbursed | Ongoing | Travel/lodging reasonable expenses |
Performance Compensation (Director Equity)
| Grant Type | Grant Date | Quantity | Grant-Date Fair Value | Vesting | Exercise Price & Term |
|---|---|---|---|---|---|
| Stock Options | Aug 7, 2024 | 3,330 | $24,476 | 3 equal annual installments commencing on first anniversary (Aug 7, 2025/2026/2027) | Exercise price = FMV on grant date; up to 10-year term |
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Options outstanding (as of June 30, 2025): 40,164; of which 33,507 were vested/exercisable within 60 days.
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Director compensation mix: Cash plus time-vested stock options; no director RSUs or PSUs disclosed; no performance metrics apply to director equity awards.
Other Directorships & Interlocks
| Company | Role | Committee Positions | Interlock/Conflict Notes |
|---|---|---|---|
| None disclosed (public companies) | — | — | No public company directorships disclosed for Mr. Dooner in the proxy biography |
Expertise & Qualifications
- Executive leadership at global marketing firms; deep advertising/branding expertise.
- Financial acumen; audit committee financial expert designation.
- International, risk management, and governance experience per Board matrix.
Equity Ownership
| Metric | Value |
|---|---|
| Shares owned directly/indirectly | 11,100 |
| Options vested/exercisable within 60 days | 33,507 |
| Total beneficial ownership (shares + near-term rights) | 44,607 |
| Total options outstanding | 40,164 |
| Unvested/unexercisable options (calc) | 6,657 (40,164−33,507) |
| Shares outstanding (reference) | 25,446,339 |
| Ownership as % of shares outstanding (calc) | ~0.18% (44,607 ÷ 25,446,339) |
- Stock ownership guidelines: Directors should acquire over 5 years and maintain ownership equal to 3× annual cash compensation; anti-hedging and anti-pledging policies apply; unearned PSUs and unvested options excluded from guideline calculations. Compliance by director is not individually disclosed.
Governance Assessment
- Board effectiveness: As Lead Independent Director and Compensation Committee Chair, Dooner provides independent leadership, organizes executive sessions, and influences pay design—positive governance signals alongside full FY2025 attendance and audit financial expertise.
- Compensation oversight: Compensation Committee has authority to retain independent consultants (did not engage one in FY2025), and uses multi-metric, long-term performance design for NEOs (net sales, ROE, TSR), with clawback policy—supportive of pay-for-performance. 2024 say‑on‑pay approval was 98.1%, indicating strong shareholder support.
- Conflicts and related-party exposure: Audit Committee reviews related-party transactions; none requiring disclosure since the beginning of FY2025; company enforces strict insider trading, anti-hedging, and anti-pledging policies.
- Alignment: Director equity consists of time-vested options with a 3-year vest and 10-year term; cash retainer plus modest leadership/chair fees. Ownership includes 11,100 shares and 33,507 vested options—meaningful alignment, though guideline compliance is not disclosed individually.
RED FLAGS: None disclosed related-party transactions; no attendance issues; however, absence of an external compensation consultant in FY2025 could be viewed by some investors as a process risk, albeit mitigated by strong say-on-pay support and multi-metric incentive design.