Wendy P. Davidson
FIRST HORIZONAbout Wendy P. Davidson
Independent director of First Horizon Corporation (FHN) since 2019; age 55. President and CEO (and director) of The Hain Celestial Group, Inc. since January 1, 2023; prior senior roles at Glanbia plc (2020–2022), Kellogg Company (2013–2020), McCormick & Company (2010–2013), and Tyson Foods (1993–2009). Audit Committee Financial Expert designation; education includes BA from Luther College and Harvard Business School executive education in strategic financial analysis and general management.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Tyson Foods, Inc. | Senior Vice President & General Manager – Prepared Foods; Group VP – Foodservice | 1993–2009 | General management across sales/operations/supply chain |
| McCormick & Company, Inc. | Vice President, Custom Flavor Solutions (U.S. & Latin America) | 2010–2013 | Senior roles spanning innovation and commercial execution |
| Kellogg Company | President, Away From Home | 2013–2020 | Led channel strategy, growth, and operations |
| Glanbia plc (Performance Nutrition – Americas) | President – Americas | Nov 2020–Dec 2022 | P&L and strategic leadership in CPG nutrition |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| The Hain Celestial Group, Inc. | President & CEO; Director | Since 2023 | CEO oversight includes CFO and financial statements; quarterly auditor discussions; SOX certifications |
| Non-profit boards | Director | Various | Serves on several non-profit boards (not enumerated) |
Board Governance
- Independence: Board determined Davidson is independent under NYSE listing standards; Audit, Compensation, and Nominating committees are composed entirely of independent directors.
- Committees: Audit (member; Audit Committee Financial Expert); Compensation (member). Moved from Information Technology to Compensation Committee on April 22, 2024. Not a chair.
- Attendance and engagement: Incumbent director average attendance >96% across 4 board and 45 committee meetings in 2024; no incumbent <75%. Executive sessions held generally at each regular board meeting, presided by the Lead Director.
- Lead independent director and structure: Combined CEO/Chair with strong Lead Director (Colin Reed) balancing governance; reasons for structure reviewed annually.
Fixed Compensation
| Item | Amount | Notes |
|---|---|---|
| Base Retainer – Cash | $90,000 | Paid quarterly; directors may elect RSUs in lieu of cash |
| Base Retainer – RSU | $140,000 | Granted late April/early May following annual meeting |
| Additional Retainers – Lead Director | $50,000 | Cash |
| Additional Retainers – Outside Chair | $125,000 | Cash |
| Committee Chair – Audit | $40,000 | Cash |
| Committee Chair – Other | $35,000 | Cash |
| Non-Chair Service – Audit/Exec/Risk | $15,000 | Cash; single retainer if serving on both Exec and Risk |
| Non-Chair Service – Comp/NCG/IT | $10,000 | Cash |
| Regional board meeting fees | Up to $500 per meeting | Additional Board compensation |
| Perquisites | Various | No-fee banking products; event tickets up to $5,000; charitable match up to $25,000/year |
| Davidson – 2024 Director Compensation | Fees Earned (Cash) | Stock Awards (Grant-date FV) | Option Awards | Non-Equity Incentive | Deferred Comp Earnings | All Other | Total |
|---|---|---|---|---|---|---|---|
| Wendy P. Davidson | — | $254,991 | — | — | — | — | $254,991 |
Performance Compensation
- Non-employee directors do not receive cash incentives; RSUs are service-vested and not tied to performance metrics.
- Clawback features apply to most stock awards for misconduct and erroneous financial data; look-back 2 years post-vesting (policy-level disclosure).
| Performance Metrics Applied to Director Pay | Description |
|---|---|
| None disclosed for directors (service-vested RSUs only) | Non-employee directors have no performance-based pay components |
| Davidson – 2024 Equity Activity | Units Vested | Value Realized |
|---|---|---|
| RSUs vested during 2024 | 12,086 | $187,454 |
| Outstanding Director Equity Awards (Year-end 2024) | Unvested RSUs (#) | Market Value @ $20.14 |
|---|---|---|
| Wendy P. Davidson | 17,148 | $345,361 |
- RSUs vest April 22, 2025.
Other Directorships & Interlocks
- Current public board: Hain Celestial (since 2023). No disclosed compensation committee interlocks; Compensation Committee reported no interlocking relationships in 2024.
- Related-party transaction screening: Audit Committee procedures require approval/ratification; immaterial categories include ordinary-course fees to organizations affiliated with directors (e.g., sponsorship fees and membership dues involving Davidson) on market terms.
- Routine banking relationships: Ordinary-course services are considered immaterial; deposit accounts noted for most independent directors (excludes Davidson), signaling limited direct client relationships.
Expertise & Qualifications
- Audit Committee Financial Expert; 30-year operating track record; BA Luther College; HBS executive programs; actively supervises CFO and engages auditors (EY) at Hain Celestial; signs SOX certifications and management representation letters.
- Skills matrix: finance/accounting, strategic planning/leadership, IT/cyber, risk management, human capital, marketing/retail distribution; public company leadership and governance.
Equity Ownership
| Metric | Value | As-of/Notes |
|---|---|---|
| Total beneficial ownership (common shares) | 82,620 shares | As of Jan 31, 2025 |
| Ownership % of common shares | <1% (individual director threshold) | As of Jan 31, 2025 |
| Unvested RSUs outstanding | 17,148 units | Year-end 2024 |
| Market value of unvested RSUs | $345,361 | Based on $20.14/share |
| Hedging/short transactions | Prohibited for directors absent CEO/GC approval; none approved to date | Policy-level |
| Pledging of shares | Not disclosed | No pledging noted in beneficial ownership table |
| Ownership/retention guideline | Directors must retain 50% of net after-tax shares from awards; rises to 75% if minimum ownership multiples unmet | Company guidelines apply to directors |
Governance Assessment
- Board effectiveness: Davidson strengthens Audit and Compensation oversight; designated Audit Committee Financial Expert; independence affirmed; high attendance levels across the board and committees bolster investor confidence.
- Alignment: Director pay mix emphasizes equity (election to receive retainer in RSUs), no cash incentives; RSUs vest on service, reinforcing long-term alignment; clawbacks in equity plans add discipline.
- Conflicts: Only ordinary-course sponsorship/membership payments to affiliated organizations disclosed and treated under categorical immateriality standards; no interlocks; related-party approvals governed by Audit Committee procedures.
- Time commitments: Company limits directors to ≤4 public boards; Davidson holds one other public board (Hain Celestial) plus CEO role—monitorable but within policy.
- Shareholder signals: Say-on-pay approval was 97% in 2024, indicating strong support for compensation governance environment around the board.
RED FLAGS
- None material disclosed. Minor routine transactions (sponsorships/membership dues) were ordinary-course and on market terms, and independence was affirmed. No hedging approvals and no pledging disclosed.