Martha Morfitt
GRACOAbout Martha A. Morfitt
Martha A. Morfitt, 67, is President and Chief Executive Officer of River Rock Partners, Inc. (since 2008) and has served on Graco’s Board since 1995; she is Chair of Graco’s Management Organization and Compensation Committee and a member of the Governance Committee . She previously served as CEO of Airborne, Inc. (2009–2012) and CNS, Inc. (2001–2007), and earlier was a Vice President at Pillsbury Company, bringing global marketing and leadership expertise to Graco . The Board has determined Ms. Morfitt is independent under NYSE rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| River Rock Partners, Inc. | President & CEO | 2008–present | Business and cultural transformation consulting; strategic guidance |
| Airborne, Inc. | CEO | 2009–2012 (left post-acquisition by Schiff Nutrition Group) | Led dietary supplements business through sale |
| CNS, Inc. | President & CEO | 2001–2007 (left post-acquisition by GSK) | Consumer products strategy and exit execution |
| Pillsbury Company | Vice President | Not disclosed (prior role) | Marketing leadership experience leveraged at Graco |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| lululemon athletica inc. | Chair of the Board | Current | Board leadership; governance oversight |
| Olaplex Holdings, Inc. | Director | Current | Consumer brand experience |
| Mercer International, Inc. | Director | 2017–2020 | Public company governance |
| Life Time Fitness, Inc. | Director | 2008–2015 | Growth and operations oversight |
| CNS, Inc. | Director | 1998–2007 | Pre-CEO governance role |
| Intrawest Corporation | Director | 2005–2006 | Board service |
| Solta Medical, Inc. (Thermage, Inc.) | Director | 2007–2010 | Medical devices governance |
Board Governance
- Committee leadership and membership:
- Chair, Management Organization and Compensation Committee (MOCC)
- Member, Governance Committee
- FY2024 meeting cadence: Audit Committee 8; Governance Committee 3; MOCC 3
- Independence: Board determined Ms. Morfitt is independent; no material business relationship with Graco or affiliates
- Board effectiveness and engagement:
- Board met 5 times in 2024; average attendance 97.8%; all directors attended ≥75% and attended the 2024 Annual Meeting; executive sessions held at each regular meeting led by the independent Chair
- Director commitments policy: non-CEO directors may serve on no more than three other public company boards without Governance Committee approval; directors are to notify prior to accepting other board roles
Fixed Compensation
| 2024 Non‑Employee Director Program | Amount ($) |
|---|---|
| Annual Board Retainer | 80,000 |
| Annual Equity Grant (approx. economic value) | 140,000 |
| Additional Retainers – Committee Membership: Audit | 12,500 |
| Additional Retainers – Committee Membership: MOCC | 7,500 |
| Additional Retainers – Committee Membership: Governance | 6,000 |
| Committee Chair Retainer: Audit | 20,000 |
| Committee Chair Retainer: MOCC | 12,500 |
| Committee Chair Retainer: Governance | 10,000 |
| Martha A. Morfitt – FY2024 Director Pay | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 104,420 |
| Stock Awards | — (elected 100% cash retainers) |
| Option Awards (grant‑date fair value) | 139,877 |
| Change in Pension Value & Nonqualified Deferred Comp Earnings | 1,000 |
| Total | 245,297 |
Election choices: Ms. Morfitt elected to receive 100% of her retainers in cash; most other directors elected deferred stock .
Performance Compensation
| Grant Date | Option Shares Granted | Black‑Scholes per Share ($) | Economic Value ($) | Term | Vesting |
|---|---|---|---|---|---|
| Feb 16, 2024 | 4,830 | 28.96 | ~140,000 (aggregate program value) | 10 years | Equal installments over 4 years beginning 1st anniversary |
| Feb 13, 2025 | 4,980 | 28.06 | ~140,000 (aggregate program value) | 10 years | Equal installments over 4 years beginning 1st anniversary |
Options issued under Graco Inc. 2019 Stock Incentive Plan; exercise price = fair market value (closing price day prior) .
Other Directorships & Interlocks
| Topic | Detail |
|---|---|
| Current public boards | lululemon (Chair); Olaplex (Director) |
| Interlocks / conflicts | Board states no material business relationship exists with any independent director or their affiliated entities |
| Director commitments | Policy limit for non‑CEO directors: ≤3 other public boards without approval; Ms. Morfitt currently serves on two other public boards |
Expertise & Qualifications
- CEO experience at River Rock Partners, Airborne, and CNS; prior VP at Pillsbury; brings global marketing and leadership skills, strategic and product marketing guidance; long service provides deep knowledge of Graco’s business .
Equity Ownership
| Ownership Measure (as of dates noted) | Shares | Notes |
|---|---|---|
| Beneficial Ownership (Feb 24, 2025) | 302,374 | Includes 96,367 shares acquirable via vested options; includes 3,300 shares in a trust; <1% of outstanding |
| Deferred Stock Account Balance (FY2024 year‑end) | 111,350 | Deferred stock credited; no voting rights; paid in Graco shares upon retirement in lump sum or installments |
| Options Outstanding (FY2024 year‑end) – Exercisable | 90,052 | Per year‑end disclosure |
| Options Outstanding (FY2024 year‑end) – Unvested | 14,768 | Per year‑end disclosure |
| Right to Acquire via Vested Options (Apr 25, 2025) | 96,367 | Count used in beneficial ownership calculation |
- Ownership guidelines: minimum ≈5× annual retainers; includes direct/beneficial and deferred stock (excludes options). Directors serving ≥5 years exceed this requirement .
- Pledging/hedging: No pledging disclosed for Ms. Morfitt; Board periodically reviews insider trading policies .
Governance Assessment
- Independence and board effectiveness: Independent director; chairs MOCC and sits on Governance; strong board‑wide attendance and executive sessions signal active oversight .
- Pay‑for‑performance alignment for directors: Program emphasizes at‑risk equity via annual stock options (targeted at ~75th percentile of market) while retainers are set near median; Morfitt elected cash retainers, but receives standard option grants with 4‑year vesting, linking compensation to stock performance .
- Ownership alignment: Significant beneficial stake and large deferred stock balance; meets/exceeds 5× retainer guideline given long tenure .
- Potential conflicts/red flags:
- Legacy director retirement benefit (for those with ≥5 years service pre‑2001) remains in effect for Ms. Morfitt upon retirement—an uncommon feature in modern governance and a potential investor sensitivity point, though payments equal non‑Chair annual retainer over five years and were closed for others in 2001 .
- Multiple outside boards within policy limits; Board affirms no material relationships with Graco .
- Related‑party oversight: Company maintains a Related Person Transaction Approval Policy (section present in proxy) .
Overall signal: Independent MOCC leadership with robust equity linkage via options, high engagement, and strong ownership, offset by a legacy director retirement benefit that investors may monitor for alignment.