Carey F. Jaros
About Carey F. Jaros
Carey F. Jaros (age 47) is an independent director of Grocery Outlet Holding Corp. (GO) since September 2020; she currently serves on the Compensation Committee and previously served on the Audit & Risk Committee, where the Board designated her an audit committee financial expert. She is President & CEO of GOJO Industries (maker of PURELL) since January 2020 and a GOJO director since February 2019; she holds a BA in Law & Public Policy from Brown University and an MBA from Harvard Business School .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| GOJO Industries, Inc. | President & CEO | Jan 2020–present | Led post‑COVID supply chain redesign to more than double global production; oversees brand/consumer marketing |
| GOJO Industries, Inc. | COO | Jul 2018–Jan 2020 | Operations leadership |
| GOJO Industries, Inc. | Chief Strategy Officer | May 2016–Jul 2018 | Strategy leadership |
| GOJO Industries, Inc. | Board Director | Feb 2019–present | Member of GOJO’s Audit & Risk, People & Culture, and Finance committees |
| Walnut Ridge Strategic Management Co. (GOJO family office) | President; Board Director for portfolio companies | Oct 2014–Apr 2016 | Governance/compensation/strategic oversight |
| Dealer Tire | VP, OEM Programs | Feb 2014–Oct 2014 | OEM program leadership |
| Dealer Tire | VP, Strategy, BD & Finance | Apr 2011–Feb 2014 | Strategy/finance leadership |
| Bain & Company | Senior Manager; various roles | Jun 2000–Apr 2011 | Led retail/consumer consulting projects |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| GOJO Industries, Inc. | Board Director | Feb 2019–present | Member of Audit & Risk, People & Culture, and Finance committees |
| ACRT Services Inc. (ESOP) | Past Board Member | Not disclosed | Private company board service |
| WISR Inc. (edtech) | Board Member/Advisor | Not disclosed | Private company role |
| Aunt Flow (personal care) | Board Member/Advisor | Not disclosed | Private company role |
| Additional private companies | Board/Advisor | Not disclosed | “More than a half‑dozen” private companies |
Board Governance
- Independence: The Board determined Ms. Jaros is independent .
- Committee assignments: Compensation Committee member since July 2022; Audit & Risk Committee member from Sept 2020 to July 2022 .
- Financial expertise: Previously determined by the Board to be an audit committee financial expert during her Audit & Risk service .
- Attendance: In FY2024, the Board met 6 times; Audit & Risk 10; Compensation 6; Nominating & Corporate Governance 4. Each current director attended at least 75% of aggregate Board and applicable committee meetings; nine of ten directors attended the 2024 annual meeting .
- Executive sessions: Independent directors (chaired by the Lead Independent Director) and fully independent committees meet in regular executive session .
- Committee responsibilities: Compensation Committee is independent, oversees executive and non‑employee director compensation, peer groups, risk review, stock ownership guidelines, clawback policies, and engages Korn Ferry as independent consultant; Korn Ferry also provided executive search to management ($362,295) with conflicts evaluated and deemed none by the Committee .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| FY2024 Fees Earned in Cash | $85,000 | Jaros (Comp Committee member) |
| FY2024 Stock Awards (RSUs) | $150,006 | Grant date fair value |
| FY2024 Total | $235,006 | Sum of cash + RSUs |
| Non‑Employee Director Cash Compensation (FY2024 policy) | $ |
|---|---|
| Annual cash retainer (Board service) | $75,000 |
| Chairman premium | $150,000 |
| Lead Independent Director premium | $50,000 |
| Audit & Risk Chair | $25,000 |
| Audit & Risk Member | $15,000 |
| Compensation Chair | $25,000 (increased from $20,000 effective Jun 3, 2024) |
| Compensation Member | $10,000 |
| Nominating & Corporate Governance Chair | $20,000 |
| Nominating & Corporate Governance Member | $10,000 |
| Meeting fees | None; no per‑meeting compensation |
Performance Compensation
| Metric/Feature | Detail |
|---|---|
| Annual RSU grant value | $150,000 (increased from $125,000 effective Jun 3, 2024) |
| 2024 RSU shares granted | 6,803 shares (June 3, 2024 grant) |
| Vesting | Time‑based; earlier of 12 months from grant or anniversary of prior annual meeting; full vest on change in control; settled within 30 days of vest |
| Deferral program | Directors may elect to defer cash fees and/or RSU settlements into DSUs; DSUs credited based on fair market value on payment date; settlement at chosen date, termination, change in control, or death |
| Performance metrics | None disclosed for director equity (RSUs are time‑based) |
Other Directorships & Interlocks
- Public company boards: None disclosed for Ms. Jaros .
- Private boards/advisory roles: ACRT Services Inc. (past), WISR Inc., Aunt Flow, plus additional private companies .
- GOJO governance roles: Member of Audit & Risk, People & Culture, and Finance committees .
- Board‑level related party context: GO disclosed lease arrangements with entities in which the Chairman or his family had interests (aggregate lease payments $7.4M in FY2024; $1.9M in 13 weeks ended Mar 29, 2025) overseen under the Related Person Policy (Audit & Risk review) .
Expertise & Qualifications
- Executive leadership and operations: Corporate strategy, senior team development, sustainability, optimizing operations; led large supply chain redesign and automation post‑COVID to drive high growth across North America and Europe .
- Brand and consumer marketing: Oversight of brand/consumer marketing since 2016 at GOJO; retail/consumer advisory experience at Bain .
- Financial/accounting: Developed financial and accounting expertise through executive roles; designated audit committee financial expert during prior Audit & Risk service .
- Education: BA, Brown University (Law & Public Policy); MBA, Harvard Business School .
Equity Ownership
| Holder | Shares Beneficially Owned | Composition | % Outstanding |
|---|---|---|---|
| Carey F. Jaros | 25,374 | 18,571 shares directly held; 6,803 RSUs vesting within 60 days of Apr 8, 2025 | * (<1%) |
- Shares outstanding at record date (Apr 8, 2025): 98,005,068 .
- Director stock ownership guidelines: Expected to hold equity equal to 5x annual cash retainer ($75,000 → $375,000); 5‑year initial compliance period; must hold 50% of “net shares” from equity awards until guidelines met; as of Dec 28, 2024, all non‑employee directors were either compliant or within the compliance period making appropriate progress .
Governance Assessment
- Strengths: Independent status; prior Audit & Risk service and designation as audit committee financial expert; consistent attendance (≥75% threshold); equity ownership and deferral framework align directors with shareholders; clear director ownership guidelines with holding requirements; robust Related Person Policy with Audit & Risk review; regular executive sessions chaired by Lead Independent Director .
- Compensation structure: Balanced cash retainer plus time‑based RSUs; no meeting fees; RSU grant value increased to remain competitive; transparent committee fees and vesting/change‑in‑control terms .
- Consultant independence: Korn Ferry engaged by Compensation Committee; other services to management (executive search) reviewed for conflicts; Committee concluded no conflicts with compensation advice .
- Potential watch‑items: Jaros is an active CEO and director at GOJO, a consumer products manufacturer; while no related‑party transactions involving her are disclosed, ongoing monitoring is prudent given potential industry adjacency. Board‑level related party leases with entities linked to the Chairman underscore the importance of sustained Audit & Risk oversight and adherence to the Related Person Policy .
- Shareholder input: Company continues annual Say‑on‑Pay; Compensation Committee considered 2024 feedback and made no material changes directly due to those results .
Notes: All facts and figures derive from Grocery Outlet’s 2025 DEF 14A proxy statement as cited above.