Diane Neal
GENERAL MILLSAbout Diane L. Neal
Independent director at General Mills since 2018; age 69 as of the latest proxy. Former CEO of Sur La Table and Bath & Body Works with more than 20 years of executive experience at Target/Gap; currently chairs the Finance Committee and serves on the Public Responsibility Committee. Identified skills include senior executive leadership, industry focus, innovation, governance expertise, and marketing/e-commerce experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sur La Table, Inc. | Chief Executive Officer | 2014–Jan 2017 | Led consumer retail operations; senior executive perspective on evolving consumer needs . |
| L Brands, Inc. | Advisor | 2012–2014 | Strategic retail advisory; parent of Bath & Body Works . |
| Bath & Body Works | Chief Executive Officer | 2007–2011 | Consumer/marketing-focused leadership; governance and financial expertise contribution . |
| Bath & Body Works | President & COO | 2006 | Operational leadership preceding CEO role . |
| Gap Inc. | President, Outlet Division; SVP Merchandising, Outlet | 2004–2006 | Outlet merchandising and division leadership . |
| Target Corporation | Various executive roles; President of Mervyn’s | ~1980s–2004 (20+ years); Mervyn’s 2001–2004 | Long-tenured retail operator; brings consumer-facing insights . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Fossil Group, Inc. | Director (public company) | 2012–2022 | Only public directorship disclosed; no committee roles noted in GIS proxy . |
Board Governance
- Independence: The GIS board’s committees are composed entirely of independent directors; Neal is designated an independent director .
- Committee assignments: Finance Committee (Chair) and Public Responsibility Committee (Member). Meetings held in FY2025: Finance (4), Public Responsibility (3) .
- Committee mandates: Finance oversees capital allocation/dividend policy, capital structure changes, major investments/M&A, annual plan financing, and financial risk management; Public Responsibility oversees food/human safety, public policy, sustainability/climate strategy, stakeholder relations, political contributions, and charitable programs .
- Attendance: Board met 8 times in FY2025 and committees 22 times; all directors attended at least 75% of aggregate meetings and the 2024 Annual Meeting of Shareholders .
- Executive sessions: Independent directors hold executive sessions at each board meeting, led by the Independent Lead Director .
- Election support (2025 Annual Meeting): For 377,387,081; Against 4,910,517; Abstain 1,042,134; Broker non-votes 78,260,607 .
Fixed Compensation
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Annual retainer (standard for independent directors) | $100,000 (raised from $90,000 in FY2023) | $100,000 |
| Committee chair fee (Finance) | $0 (member only) | $20,000 |
| Audit committee member fee (if applicable) | $0 (not a member) | $0 (not a member) |
| Fees Earned or Paid in Cash (Neal) | $97,500 | $115,000 |
| Notes on retainer form | Paid in cash (exceptions named; Neal not listed) | Paid in cash (exceptions named; Neal not listed) |
Performance Compensation
| RSU Grant Detail | FY 2024 | FY 2025 |
|---|---|---|
| RSUs granted (count) | 2,760 RSUs to each reelected director at 2023 meeting | 2,441 RSUs to each reelected director at 2024 meeting |
| Grant date | Sept 26, 2023 | Sept 24, 2024 |
| Grant-date closing price (per share) | $65.22 | $73.77 |
| Grant-date fair value (Neal) | $180,007 | $180,073 |
| Vesting | Generally at next annual meeting; forfeiture if leaving before vesting; full vest on death | Generally at next annual meeting; forfeiture if leaving before vesting; full vest on death |
| Dividend equivalents | Accrue; payable only to extent underlying RSUs vest | Accrue; payable only to extent underlying RSUs vest |
| Options/PSUs | None disclosed for directors | None disclosed for directors |
| Deferred compensation elections | Directors may defer retainers and RSUs; earnings track selected funds (incl. a GIS stock fund); no above-market/preferential earnings | Same; no above‑market/preferential earnings |
Other Directorships & Interlocks
| Entity | Relationship to GIS | Interlock/Conflict Notes |
|---|---|---|
| Fossil Group, Inc. (2012–2022) | Unrelated consumer accessories company | No GIS supplier/customer relationship disclosed in proxy; no related-party transactions disclosed for Neal . |
Expertise & Qualifications
- Top skills: Senior Executive Leadership; Industry Focus; Innovation; Governance Expertise; Marketing/E-commerce Experience .
- Finance chair signal: Assigned oversight of capital allocation, capital structure, major investments, and financial risk, indicating board confidence in her financial and portfolio-shaping competence .
Equity Ownership
| Ownership Metric | As of July 26, 2024 | As of July 31, 2025 |
|---|---|---|
| Beneficially owned shares (per proxy table) | 20,329 shares | 21,097 shares |
| Deferred stock units included (no voting/investment power) | 17,569 units | 21,097 units |
| RSUs unvested at fiscal year-end | 2,760 (reelected 2023) | 2,441 (reelected 2024) |
| Exercisable options | None listed | None listed |
| Ownership as % of class | <1% (denoted “*”) | <1% (denoted “*”) |
| Director stock ownership guideline | 5× annual cash retainer; all independent directors met/exceeded as of 7/31/2025 except Benno Dorer (joined 2024) | 5× annual cash retainer; Neal in compliance |
| Hedging/Pledging policy | Prohibited for executive officers and directors | Prohibited for executive officers and directors |
Governance Assessment
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Strengths and positive signals
- Independence, high engagement, and committee leadership: Neal chairs Finance and serves on Public Responsibility, aligning with oversight of capital allocation, risk management, and ESG/public policy—core investor concerns .
- Shareholder support: Strong re-election vote totals at 2025 Annual Meeting; say-on-pay received 358,082,566 votes “for” vs. 22,852,942 “against,” suggesting broad support for compensation governance .
- Ownership alignment: Director guideline of 5× retainer met; prohibitions on hedging/pledging mitigate misalignment risk .
- Compensation structure: Mix emphasizes time-based RSUs vesting annually, with ability to take retainers in stock—alignment with shareholder returns; no options or PSUs for directors; no above-market deferred comp earnings .
- Oversight rigor: Board/committee evaluation processes and executive sessions at each meeting reinforce effective governance .
-
Potential risks/RED FLAGS
- Related-party transactions: Corporate Governance Committee reviews and approves any such transactions; none disclosed for Neal—no current red flag identified .
- Attendance: Company discloses aggregate compliance (≥75%) and meeting counts, not individual rates; no specific concern flagged for Neal .
- Chair/CEO separation proposal: Majority of shareholders voted against separation in 2025 (For 137,222,367; Against 243,664,163), indicating tolerance for combined roles but continued monitoring warranted for independent oversight effectiveness .
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Compensation peer group and process
- The Compensation & Talent Committee uses a CPG peer group (e.g., KO, PEP, PG, KMB, MDLZ, HSY, CPB, K, CLX, CL, CAG, KHC, SJM, KDP, etc.) for benchmarking; no changes in FY2025; governance includes clawback provisions and director compensation recommendations .
Overall, Neal’s finance chairmanship, deep consumer/retail operator background, and stock ownership compliance support investor confidence in capital allocation oversight and stakeholder stewardship; absence of disclosed conflicts, hedging/pledging, or option repricings further reduces governance risk .