Heather Anfang
GRACOAbout Heather Anfang
Heather L. Anfang, 52, is an independent director of Graco Inc., serving since May 2023; she is President, Dairy Foods, and Executive Vice President at Land O’Lakes, Inc. (appointed February 2024), bringing multi‑industry experience in marketing, sales, ecommerce, operations, and P&L leadership over a multibillion‑dollar business. Prior roles include senior and vice president posts across U.S. Dairy Foods, ecommerce/ebusiness, and marketing; she also previously held marketing, sales, and client services roles at The Pillsbury Company and Information Resources, Inc. She serves on the boards of the Innovation Center for U.S. Dairy (also as an executive officer) and Milkweed Editions (non‑profit), reflecting external stakeholder engagement and industry connectivity .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Land O’Lakes, Inc. | President, Dairy Foods; Executive Vice President | Feb 2024–present | Oversees multibillion‑dollar business; operational and strategic leadership |
| Land O’Lakes, Inc. | SVP & GM, U.S. Dairy Foods | 2019–Feb 2024 | General management over U.S. Dairy Foods P&L |
| Land O’Lakes, Inc. | VP, Ecommerce/Ebusiness | 2017–2019 | Digital commercialization and ecommerce capability build |
| Land O’Lakes, Inc. | VP, Marketing, Land O’Lakes SUSTAIN | 2017 | Sustainability‑related marketing leadership |
| Land O’Lakes, Inc. | VP, Marketing & GM, U.S. Dairy Foods | 2014–2016 | Category leadership and GM responsibilities |
| Land O’Lakes, Inc. | Director, Marketing & GM, Retail Foods | 2013 | Retail GM oversight |
| Land O’Lakes, Inc. | Director, Marketing, Retail Foods Butter & Spreads | 2010–2013 | Brand/category marketing |
| Land O’Lakes, Inc. | Director, Sales & Marketing, Ingredients Solutions | 2008–2010 | Ingredients commercial leadership |
| Land O’Lakes, Inc. | Manager, Marketing, Ingredient Solutions | 2005–2008 | Product/segment marketing |
| Land O’Lakes, Inc. | Manager, Marketing, Retail Cheese | 2003–2005 | Retail portfolio marketing |
| Land O’Lakes, Inc. | Assistant Manager, Marketing, Retail Butter | 1999–2003 | Brand management |
| The Pillsbury Company; Information Resources, Inc. | Marketing, Sales & Client Services roles | Prior to 1999 | Early career commercial roles |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Innovation Center for U.S. Dairy | Director; Executive Officer | Current | Industry volunteer organization; sector stewardship |
| Milkweed Editions | Director | Current | Non‑profit literary publisher; community engagement |
Board Governance
- Committee assignments: Audit Committee member; Management Organization & Compensation Committee (MOCC) member; not on Governance Committee .
- Chair roles: Not a committee chair; current chairs—Audit: Jody H. Feragen; MOCC: Martha A. Morfitt; Governance: J. Kevin Gilligan .
- Independence: Board determined Ms. Anfang meets NYSE independence standards; no material business relationship with Graco beyond service as director and shareholder .
- Attendance: Board met five times in 2024; average attendance 97.8%; all directors attended ≥75% of aggregate Board and committee meetings; all attended the 2024 Annual Meeting .
- Board leadership: Independent Chair (J. Kevin Gilligan) since Feb 2024; CEO and Chair roles separated; executive sessions at each regular meeting .
- Hedging/Pledging policy: Directors prohibited from hedging or pledging Company stock; no shares were hedged or pledged by directors or executive officers during 2024 .
- Director ownership guideline: Minimum ≈5× total value of annual retainers in Company stock; includes deferred stock, excludes options; compliance window five years; all directors serving ≥5 years exceed guideline .
Fixed Compensation
| 2024 Non‑Employee Director Retainers | Amount ($) |
|---|---|
| Annual Board Retainer | 80,000 |
| Annual Chair Retainer | 30,000 |
| Committee Membership Retainer – Audit | 12,500 |
| Committee Membership Retainer – MOCC | 7,500 |
| Committee Membership Retainer – Governance | 6,000 |
| Committee Chair Retainer – Audit | 20,000 |
| Committee Chair Retainer – MOCC | 12,500 |
| Committee Chair Retainer – Governance | 10,000 |
| Heather Anfang – FY2024 Director Compensation | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | — |
| Stock Awards | 100,000 |
| Option Awards (grant date fair value) | 139,877 |
| Change in Pension Value/Deferred Comp Earnings | — |
| Total | 239,877 |
| Deferred Stock Account Balance (FY2024 year‑end, shares) | 1,675 |
- Election mix: All non‑employee directors other than those explicitly noted elected to receive retainers in deferred stock rather than cash; Ms. Anfang elected to defer retainers (cash column shows “—”) .
Performance Compensation
| Equity and Options for Non‑Employee Directors | 2024 | 2025 |
|---|---|---|
| Annual Option Grant (shares) | 4,830 | 4,980 |
| Black‑Scholes Value per Share (grant sizing) | $28.96 | $28.06 |
| Economic Value Target (approx.) | $140,000 | $140,000 |
| Option Term | 10 years | 10 years |
| Vesting | 25% annually over 4 years beginning 1st anniversary | 25% annually over 4 years beginning 1st anniversary |
| Exercise Price (per Form 4 for Ms. Anfang) | — | $86.06; Exp. 02/14/2035; 4,980 options |
- Plan terms: Options issued under Graco Inc. Amended & Restated 2019 Stock Incentive Plan; exercise price equals fair market value on grant date; non‑statutory; four‑year pro‑rata vest; no repricing provision .
Other Directorships & Interlocks
| Company/Organization | Type | Role | Interlock/Conflict Considerations |
|---|---|---|---|
| Innovation Center for U.S. Dairy | Industry non‑profit | Director; Executive Officer | Board determined no material relationship affecting independence |
| Milkweed Editions | Non‑profit | Director | No disclosed related‑party transactions; independence affirmed |
| Public company boards (current) | — | — | None disclosed; no public company interlocks noted |
Expertise & Qualifications
- Marketing, sales, ecommerce, operational and leadership skills built over 25+ years at Land O’Lakes; current responsibility for a multibillion‑dollar business unit .
- Adds diversity of experience and perspective; enhances leadership and strategic capabilities of the Board .
Equity Ownership
| Ownership Detail (as of dates noted) | Amount |
|---|---|
| Beneficial Ownership (as of Feb 24, 2025; includes shares acquirable within 60 days via vested options) | 2,692 shares; less than 1% |
| Deferred Stock (as of Feb 24, 2025; excluded from beneficial ownership) | 1,972 shares |
| Options – Exercisable (FY2024 year‑end) | 1,485 shares |
| Options – Unvested (FY2024 year‑end) | 9,285 shares |
| Shares Pledged/Hedged | None in 2024 (policy prohibits pledging/hedging) |
| Director Ownership Guideline | ≈5× annual retainers in Company stock; 5‑year compliance window; options excluded; deferred stock included |
Insider Trades
| Date | Transaction | Security | Quantity/Value | Terms | Notes/Source |
|---|---|---|---|---|---|
| 02/14/2025 (filed 02/18/2025) | Grant | Non‑qualified Stock Option | 4,980 options | Exercise price $86.06; Exp. 02/14/2035; vests 25% annually starting 02/14/2026 | Granted under 2019 Plan; Rule 16b‑3 exempt |
| 10/01/2025 (filed 10/02/2025) | Acquisition (deferred stock in lieu of retainers) | Deferred Stock (to be settled in common shares upon separation) | Notional accrual for quarterly retainers | Credited under deferred stock plan; includes DRIP credits | Rule 16a‑11 DRIP; director elected deferral |
Governance Assessment
- Board effectiveness: Dual committee service (Audit, MOCC) signals active engagement in financial oversight and pay governance; Audit held 8 meetings and MOCC 3 in FY2024; Board attendance averaged 97.8% with all directors meeting ≥75% threshold—constructive for investor confidence .
- Alignment and incentives: Director pay structure blends cash retainers (elected into deferred stock by Ms. Anfang) and annual stock options sized at ≈$140k with 10‑year term and four‑year vesting; deferral into stock plus options create equity linkage without short‑term metrics, promoting long‑term alignment .
- Independence and conflicts: Board affirmatively determined independence under NYSE rules; no material relationships; strict prohibition on hedging/pledging with no such activity in 2024—reduces conflict and alignment risks .
- Ownership posture: Beneficial ownership 2,692 shares as of Feb 24, 2025 plus 1,972 deferred stock shares; options outstanding and vesting schedule provide increasing exposure over time; guideline requires ≈5× retainer within five years—reasonable pathway given deferral elections .
- Compensation benchmarking: Governance Committee benchmarked director compensation to peers (median retainer; equity ≈ median in 2025 after prior 75th percentile), indicating disciplined pay governance and avoidance of pay inflation risk .
RED FLAGS: None disclosed—no related‑party transactions, no hedging/pledging, and independence confirmed; monitor cumulative equity concentration and option overhang, but current program targets median retainer and disciplined equity sizing .