Benno Dorer
GENERAL MILLSAbout Benno O. Dorer
Benno O. Dorer (age 61) is an independent director of General Mills, Inc., serving since 2024, and sits on the Audit Committee (designated an “audit committee financial expert”) and the Corporate Governance Committee . He is the former Chairman and CEO of The Clorox Company (CEO 2014–Sept 2020; Chairman 2016–Sept 2020; Executive Chairman Sept 2020–Feb 2021) and previously held senior roles at Procter & Gamble; he also served as Executive Advisor at KKR (2021–July 2022), interim President & CEO at VF Corporation (Dec 2022–July 2023), and director at Origin Materials (2021–May 2023) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Clorox Company | Chairman & CEO; Executive Chairman | CEO 2014–Sep 2020; Chairman 2016–Sep 2020; Exec Chair Sep 2020–Feb 2021 | Led portfolio shaping, strategic planning, and operating execution; brings governance and global operating expertise |
| Procter & Gamble | Marketing & sales roles (U.S./Europe) | Prior to Clorox (years not specified) | Global consumer/retail experience, brand building and customer partnerships |
| KKR & Co. Inc. | Executive Advisor | 2021–July 2022 | Strategic advisory exposure to varied industries and capital markets |
| VF Corporation | Interim President & CEO | Dec 2022–July 2023 | Crisis/transition leadership; governance and board engagement |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| VF Corporation | Director; Lead Independent Director | Director 2017–2024; Lead Independent Director 2021–2022; Interim CEO Dec 2022–July 2023 | Board leadership; operational oversight during interim CEO period |
| Origin Materials | Director | 2021–May 2023 | Materials/innovation exposure |
| The Clorox Company | Director (as CEO/Chairman) | 2014–2021 | Public company governance and consumer CPG expertise |
| William & Flora Hewlett Foundation | Trustee | Since 2014 | Non-profit governance (philanthropy, civic impact) |
Board Governance
| Item | Details |
|---|---|
| Committee assignments | Audit Committee (member; financial expert), Corporate Governance Committee (member) |
| Committee chairs | None (Audit Committee chaired by Eric D. Sprunk; Corporate Governance chaired by Maria A. Sastre) |
| Committee meeting cadence (FY2025) | Audit Committee: 7 meetings; Corporate Governance Committee: 4 meetings |
| Board meeting cadence (FY2025) | Board met 8 times; committees met 22 times in total |
| Attendance & engagement | All directors attended at least 75% of aggregate board/committee meetings; all then-serving directors attended the 2024 Annual Meeting |
| Independence | Board affirmatively determined all non-employee directors are independent under NYSE standards (includes Dorer); Audit Committee members met SEC/NYSE independence standards |
| Executive sessions | Independent directors meet in executive session at each board meeting, led by the Independent Lead Director |
| Audit Committee financial expert | Dorer designated “audit committee financial expert”; financially literate per NYSE |
Fixed Compensation
| Component (FY2025) | Amount | Notes |
|---|---|---|
| Annual board retainer (cash) | $100,000 | Standard for independent directors; payable in cash or stock |
| Audit Committee member fee | $5,000 | Additional fee for non-chair audit members |
| Total cash fees (FY2025) | $105,000 | As reported for Dorer |
| Meeting fees | Not disclosed | No separate per-meeting fees disclosed |
Performance Compensation
| Equity Award Detail (FY2025) | Value/Units | Key Terms |
|---|---|---|
| RSUs grant (reelection 2024) | 2,441 RSUs; grant-date fair value $180,073 | Granted Sept 24, 2024 at $73.77/share; generally vest at next annual meeting; dividend equivalents accrue, payable only if RSUs vest |
| Unvested RSUs at FY-end | 2,441 | Each independent director had 2,441 unvested RSUs at fiscal year-end |
| Deferral elections | Permitted | Directors may defer retainers and RSUs; deferred values track chosen funds (including a fund tied to GIS stock); earnings not above-market |
- Performance metrics tied to director compensation: none disclosed; director pay is retainers + RSUs for alignment, not performance-conditioned .
Other Directorships & Interlocks
| Potential Interlock/Conflict | Assessment |
|---|---|
| Transactions with related parties | Corporate Governance Committee reviews and approves related-person transactions; only disclosed related-person case involved an executive’s spouse (not Dorer) in FY2025; no Dorer-related transactions disclosed |
| Overboarding risk | GIS policy caps at ≤4 total public boards; audit members ≤3 total audit committees; board reviewed nominees’ commitments and determined capacity to serve effectively (applies to Dorer) |
| Shared directorships with customers/suppliers/competitors | Not disclosed in proxy for Dorer; VF/Clorox/Origin Materials do not present explicit related-party transactions with GIS |
Expertise & Qualifications
- Skills matrix highlights for Dorer: senior executive leadership, industry focus, accounting/financial expertise, global experience, governance expertise, marketing/e-commerce, innovation, health & wellness, and government/public policy perspectives .
- Biography contributions emphasize strategic planning, governance, portfolio shaping, global consumer/retail experience, product launch and brand building .
Equity Ownership
| Ownership (as of July 31, 2025) | Shares/Units | Notes |
|---|---|---|
| Common shares beneficially owned | 2,929 | No exercisable options; <1% of class |
| Exercisable options | — | None |
| Unvested RSUs | 2,441 | Director grant from Sept 24, 2024 |
| Hedging/pledging | Prohibited for directors and officers | No hedging or pledging of company stock permitted |
| Stock ownership guideline | 5x annual retainer | Independent directors must retain shares until meeting 5x-retainer guideline |
| Guideline compliance status | Not yet met (new in 2024) | All independent directors met/exceeded guidelines except Dorer, who joined the board in 2024 |
Governance Assessment
- Board effectiveness: Dorer strengthens GIS’s audit oversight (financial expert), risk oversight (ERM/cybersecurity under Audit Committee), and governance via Corporate Governance Committee, with proven CEO/Chair experience at Clorox and interim CEO service at VF enhancing operational rigor and succession perspectives .
- Independence and attendance: Independence affirmed; attendance threshold met; executive sessions each meeting support robust oversight—factors that bolster investor confidence .
- Alignment and incentives: Cash retainer plus RSUs with annual vesting, dividend equivalents, and strict ownership/anti-hedging policies foster alignment; Dorer is progressing toward 5x retainer ownership given 2024 start date .
- Conflicts and red flags: No related-party transactions disclosed involving Dorer; audit fee pre-approval and independence controls in place; no pledging allowed—overall low conflict risk signals .
Overall, Dorer’s audit financial expert designation, operational CEO background, and governance committee role indicate strong board effectiveness with low conflict risk, while equity alignment policies and ownership progress (new director in 2024) support long-term shareholder alignment .