Steve Odland
GENERAL MILLSAbout Steve Odland
Independent director at General Mills since 2004; age 66. Current roles include President & CEO of The Conference Board and CNBC contributor, with prior CEO roles at Office Depot, AutoZone, and Tops Markets, and senior leadership at Quaker Oats and Sara Lee Bakery, bringing deep retail, operations, and marketing expertise to GIS’s board . The board classifies all non‑employee directors (including Odland) as independent under NYSE standards . Former Independent Lead Director prior to Maria Henry’s appointment in September 2023 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Office Depot, Inc. | Chairman & CEO | 2005–2010 | Retail leadership, strategy, operating background |
| AutoZone, Inc. | Chairman & CEO | 2001–2005 | Retail operations and brand-building |
| Tops Markets, Inc. | President & CEO | 1998–2000 | Food retail expertise |
| Sara Lee Bakery (Foodservice Division) | President | 1997–1998 | Foodservice leadership |
| The Quaker Oats Company | Various roles | 1981–1996 | Consumer products marketing; international management |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| The Conference Board | President & CEO | Current | Public policy, governance expertise |
| O’Reilly Automotive, Inc. | Director | Current | Public company board service |
| Kalera plc | Director | 2021–2023 | Prior public company board service |
| Solomon Partners | Senior Advisor; Advisory Board member | Current | Advisory capacity (finance/strategy) |
| CNBC | Contributor | Current | Public policy/economic commentary |
Board Governance
| Item | Details |
|---|---|
| Independence | Independent director per NYSE guidelines |
| Years of service | Director since 2004 |
| Committee memberships (FY2025) | Finance Committee (member; 4 meetings) ; Public Responsibility Committee (member; 3 meetings) |
| Chair roles | None (Finance chaired by Diane L. Neal; Public Responsibility chaired by Jorge A. Uribe) |
| Attendance | Board met 8 times; committees met 22; all directors attended ≥75% of aggregate meetings (FY2025) |
| Prior board leadership | Former Independent Lead Director before Sep 2023 succession to Maria Henry |
| 2025 election support | For: 374,225,829; Against: 7,967,740; Abstain: 1,146,163; Broker non‑votes: 78,260,607 |
Fixed Compensation
| Component (FY2025) | Amount | Notes |
|---|---|---|
| Annual cash retainer | $100,000 | Paid quarterly; choice of cash or stock |
| Committee chair fees | $20,000 (Finance), $20,000 (Public Responsibility) | Chairs only; Odland not a chair |
| Audit committee member fee | $5,000 | Not applicable to Odland |
| RSUs (annual/election grant) | ~$180,000 | RSUs granted at reelection; generally vest at next annual meeting |
| Director Compensation (FY2025) | Fees Earned ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Steve Odland | 100,000 | 180,073 | 280,073 |
Additional RSU detail: 2,441 unvested RSUs per director at FY2025 year‑end, grant date fair value based on $73.77/share at Sept 24, 2024 .
Performance Compensation
- No performance‑based components for non‑employee directors; RSUs are time‑based and vest at the next annual meeting; dividend equivalents accrue only to the extent RSUs vest .
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Conflict |
|---|---|---|
| O’Reilly Automotive, Inc. | Director | No GIS‑disclosed interlocks with O’Reilly among current GIS directors – |
| Kalera plc | Director (2021–2023) | No GIS‑disclosed interlocks – |
Expertise & Qualifications
- Senior Executive Leadership; Industry Focus; Global Expertise; Governance Expertise; Marketing/E‑commerce Experience (ascribed board skill profile) .
- Public policy and economics expertise via The Conference Board leadership and CNBC role .
Equity Ownership
| Measure | Amount | Notes |
|---|---|---|
| Total beneficial ownership (shares) | 177,793 | As of July 31, 2025 |
| Deferred stock units (vested & deferred) | 82,942 units | No voting/investment power |
| Unvested RSUs (FY2025 year‑end) | 2,441 units | Standard director grant |
| % of shares outstanding | ~0.033% | 177,793 ÷ 534,685,865 shares outstanding (record date Aug 4, 2025) |
| Ownership guideline compliance | Meets/exceeds 5× annual retainer requirement (all independents met; exception noted for Dorer) | |
| Hedging/pledging | Prohibited for directors/officers |
Say‑on‑Pay & Shareholder Feedback
| Proposal (2025 AGM) | For | Against | Abstain | Broker Non‑Votes |
|---|---|---|---|---|
| Advisory vote on executive compensation | 358,082,566 | 22,852,942 | 2,404,224 | 78,260,607 |
Management reports a robust shareholder engagement program with board‑level participation; directors (led by the Lead Independent Director) meet in executive session each board meeting –.
Governance Assessment
- Strengths: Long tenure and prior board leadership (former Lead Independent Director) support board effectiveness; active service on Finance and Public Responsibility committees aligns with financial oversight and ESG governance mandates . Strong election support in 2025 reinforces investor confidence in his stewardship . Ownership alignment is solid, with significant beneficial holdings and compliance with director ownership policy; hedging/pledging prohibited .
- Risks/Conflicts: No related‑party transactions disclosed involving Odland; general related‑party monitoring overseen by the Corporate Governance Committee . External roles (O’Reilly Automotive board; The Conference Board) present limited direct commercial conflict with GIS based on disclosed information . No red flags disclosed regarding legal proceedings, pledging, or attendance shortfalls; all directors met ≥75% attendance in FY2025 .
- Compensation signals: Director pay structure is balanced (cash retainer + equity RSUs) with no meeting fees and no audit member fee applicable to Odland; RSUs vest annually, creating ongoing alignment without performance metrics—typical for board pay . Year‑over‑year, retainers increased to market in FY2024 and held flat in FY2025, indicating disciplined governance of board compensation .
Overall, Odland’s governance profile—independence, committee service in finance/ESG, prior Lead Independent Director role, strong shareholder support, and meaningful stock ownership—supports board effectiveness and investor alignment, with no disclosed conflicts or red flags in the latest proxies and AGM results .