Maria Henry
GENERAL MILLSAbout Maria Henry
Maria G. Henry, age 58, is General Mills’ Independent Lead Director, serving in that role since September 2023 and as an independent director since 2016 . She currently sits on the Corporate Governance and Public Responsibility Committees . Henry was Executive Vice President and CFO of Kimberly-Clark (2015–Apr 2022), EVP/CFO of Hillshire Brands (2012–2014), CFO of Sara Lee’s North American Retail & Foodservice (2011–2012), held senior finance roles at Clayton, Dubilier & Rice portfolio companies (notably CFO of Culligan International), and began her career at General Electric .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Kimberly-Clark Corporation | Executive Vice President & Chief Financial Officer | 2015–April 2022 | Capital markets and governance expertise; global finance leadership |
| Hillshire Brands (formerly Sara Lee Corp.) | EVP & CFO | 2012–2014 | Portfolio shaping, consumer products background |
| Sara Lee – North American Retail & Foodservice | Chief Financial Officer | 2011–2012 | Consumer products finance leadership |
| Culligan International (CD&R portfolio company) | EVP & CFO | Prior to 2011 | Senior finance role; private equity-backed operating rigor |
| General Electric | Early career finance roles | Not disclosed | Foundational finance/operations experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| NIKE, Inc. | Director | Current | Board expertise enhances oversight at GIS |
| NextEra Energy, Inc. | Director | Current | Board expertise enhances oversight at GIS |
Board Governance
- Independence: The board has determined all non-employee directors are independent under NYSE standards; Henry is an independent director .
- Leadership: Independent Lead Director since Sept 2023, elected to a three-year term (ratified annually) through the 2026 annual meeting; responsibilities include agenda approval, leading executive sessions, liaising with the Chair/CEO, overseeing evaluations, and investor engagement .
- Committees: Corporate Governance (functions include nominations, board evaluations, related person transaction reviews) and Public Responsibility (oversees sustainability, climate, safety, public policy) .
- Meetings & attendance: FY25 board met 8 times; committees met 22 times; all directors attended at least 75% of aggregate board/committee meetings, and all attended the 2024 annual meeting .
- Skills: Henry’s top five skills include Senior Executive Leadership, Industry Focus, Accounting & Financial Expertise, Global Experience, and Governance Expertise .
Fixed Compensation
| Element | FY2025 Amount | Notes |
|---|---|---|
| Annual Director Retainer (cash or stock) | $100,000 | Directors may elect cash or common stock |
| Independent Lead Director Additional Retainer | $35,000 | FY2025 lead director premium |
| Committee Chair Fees | $25,000 (Audit/Comp), $20,000 (Other) | Henry was not a committee chair in FY25 |
| Audit Committee Member Fee | $5,000 | Not applicable to Henry in FY25 |
| Henry – Fees Earned/Paid in Cash (FY25) | $135,000 | Henry elected to receive entire retainer in common stock (2,218 shares) |
Performance Compensation
| Grant | Grant Date | Number of RSUs | Grant Date Fair Value | Vesting | Dividend Equivalents | Performance Metrics |
|---|---|---|---|---|---|---|
| FY2025 Annual Director RSU (reelection grant) | 2024-09-24 | 2,441 | $180,073 | Generally vests at next annual meeting; forfeited if director leaves before vesting | Earn dividend equivalents; payable only if RSUs vest | None (time-based RSUs; no performance metrics) |
Other Directorships & Interlocks
| Company | Nature of Relationship to GIS | Potential Conflict Commentary |
|---|---|---|
| NIKE, Inc. | Unrelated CPG/apparel | No disclosed related-party transactions; GIS policy reviews related-person transactions via Corporate Governance Committee |
| NextEra Energy, Inc. | Utility | No disclosed related-party transactions; the board limits directors to ≤4 public company boards; Henry within limit |
Expertise & Qualifications
- Financial leadership: Former CFO of global consumer products company; capital markets and financial reporting expertise .
- Governance: Prior Audit Committee Chair; current Independent Lead Director with defined oversight mandate .
- Industry experience: Consumer products and retail, portfolio shaping, and innovation perspectives .
- Global experience: International management and board exposure .
- Risk oversight: Committee roles aligned to sustainability/public responsibility and governance .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial Ownership (7/31/2025) | 43,157 shares |
| Independent Director Stock Ownership Policy | Minimum 5x annual cash retainer; all independent directors met/exceeded as of 7/31/2025 (except a 2024 addition not yet compliant) |
| Hedging/Pledging Policy | Directors/officers prohibited from hedging or pledging company stock |
| Deferred Stock & RSUs | Directors may defer retainers/RSUs; deferred values track fund returns or GIS stock; not above-market |
Governance Assessment
- Role effectiveness: Henry’s elevation to Independent Lead Director with explicit authorities strengthens independent oversight, agenda control, executive sessions, and investor engagement—key for board effectiveness in a combined Chair/CEO structure .
- Committee alignment: Placement on Corporate Governance and Public Responsibility aligns with oversight of nominations, board evaluations, related-person transactions, sustainability/climate/human safety—core governance and stakeholder areas .
- Shareholder support signals:
- Say-on-Pay (2025): For 358,082,566; Against 22,852,942; Abstain 2,404,224; Broker Non-Votes 78,260,607—indicative of strong support for compensation governance .
- Director Election (2025): Henry received 376,146,701 For; 5,913,383 Against; 1,279,648 Abstain; 78,260,607 Broker Non-Votes—robust investor backing .
- Attendance/engagement: Board/committee meeting cadence and ≥75% attendance threshold met by all directors; Independent director executive sessions at each board meeting, led by Henry .
RED FLAGS & Conflicts
- Related-party transactions: None disclosed involving Henry; corporate governance committee reviewed and disclosed a separate related-person transaction unrelated to Henry (former Chief Sustainability & Global Impact Officer, spouse of an executive) .
- Stock practices: Hedging/pledging prohibited—reduces alignment risk; independent director ownership requirements enforced—strengthens skin-in-the-game .
- Board service capacity: Policy caps at ≤4 boards; Henry serves on two external boards (Nike, NextEra) and GIS—no capacity red flag disclosed .
Committee and Meeting Details
| Committee | FY2025 Members (selected) | FY2025 Meetings | Key Functions |
|---|---|---|---|
| Corporate Governance | Chair: Maria A. Sastre; Members: Benno O. Dorer, Maria G. Henry, Jo Ann Jenkins, Eric D. Sprunk | 4 | Board composition, nominations, evaluations, related-person transaction approvals |
| Public Responsibility | Chair: Jorge A. Uribe; Members: Maria G. Henry, Jo Ann Jenkins, Diane L. Neal, Steve Odland | 3 | Sustainability, environmental/climate strategy, safety, public policy oversight |
| Board | — | 8 | Strategy oversight, risk management, executive sessions led by Independent Lead Director |
Director Compensation Summary (FY2025)
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Maria Henry | 135,000 | 180,073 | 315,073 |
Shareholder Voting (2025 Annual Meeting)
| Proposal | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Election of Directors – Maria G. Henry | 376,146,701 | 5,913,383 | 1,279,648 | 78,260,607 |
| Say-on-Pay | 358,082,566 | 22,852,942 | 2,404,224 | 78,260,607 |
Notes on Compensation Structure (Directors)
- Annual cash retainer set at $100,000; Independent Lead Director receives an additional $35,000; committee chair/member fees as applicable (Audit/Comp: $25,000 chairs; other chairs: $20,000; Audit members: $5,000) .
- RSUs of approximately $180,000 at reelection/first meeting; FY2025 grant was 2,441 RSUs at $73.77 on 9/24/2024; vest at next annual meeting; dividend equivalents accrue and are paid only if vesting occurs .
Board Leadership Structure Context
- The independent directors annually review and affirm leadership structure; combined Chair/CEO with strong Independent Lead Director currently deemed optimal; Henry’s lead role supports independent oversight and accountability .
Director Stock Ownership Policy Compliance
- Independent directors must hold shares equal to ≥5x annual retainer; as of 7/31/2025, all independent directors met/exceeded (except a 2024 addition not yet compliant); hedging/pledging prohibited—enhances alignment and reduces risk .