Gail Moody-Byrd
About Gail Moody-Byrd
Gail Moody-Byrd (age 67) has served as an independent director of Grocery Outlet Holding Corp. since January 2021. She brings 35+ years of B2B technology marketing and retail/wholesale experience, and currently serves as Vice President, Marketing, LinkedIn Sales Solutions (Microsoft) since March 2022. She holds a BA in Economics from Spelman College and an MBA from Harvard Business School.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| LinkedIn (Microsoft) | VP, Marketing, LinkedIn Sales Solutions | Mar 2022–present | Strategic planning involvement; executive management participation |
| Noodle.ai | Chief Marketing Officer | Nov 2018–Feb 2022 | Drove brand awareness/revenue for AI supply chain software targeting CPG |
| SAP SE | VP, Head of Web Marketing; Senior Director, Growth Strategies, Digital/Social | Jan 2018–Oct 2018; May 2017–Dec 2017; broader SAP roles 2007–2018 | Led digital marketing for SAP Community Network (2M+ customers undergoing digital transformations) |
| Palm | Marketing & Corporate Development roles | Feb 2001–Aug 2007 | Technology product marketing/BD experience |
| Federated Dept Stores; Target; Levi Strauss | Retail industry roles | Prior years | Merchandising, buying, brand management |
| McKinsey & Company; Walker K. Levy Associates | Retail consultant roles | Prior years | Retail/wholesale industry consulting |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Juma Ventures (non-profit) | Director | ~7 years | Focused on breaking cycle of poverty for underserved youth |
| Public company boards | None | — | No current or prior public company directorships disclosed |
Board Governance
- Committee assignments: Audit and Risk Committee member (since Jan 2021) .
- Independence: Board determined all directors are independent except Chairman Eric Lindberg and CEO Jason Potter; all committee members (including Audit and Risk) meet SEC/Nasdaq independence rules .
- Attendance: In FY2024, Board held 6 meetings; Audit & Risk 10; Compensation 6; Nominating & Corporate Governance 4. Each current director attended at least 75% of aggregate Board/committee meetings; nine of ten directors attended the 2024 annual meeting .
- Audit & Risk Committee scope: Oversees financial reporting integrity, external auditor appointment/oversight, internal audit, legal/compliance, enterprise risk (including cybersecurity), related-party transaction review, and insurance . Current members: Jeb Bachman (Chair), Thomas Herman, Gail Moody-Byrd, Jeffrey York; Bachman, Herman and York are audit committee financial experts .
- Governance practices: No hedging or pledging; majority voting for directors; declassification effective 2026; regular executive sessions led by Lead Independent Director; annual Board/committee self-evaluations .
Fixed Compensation
| Component (FY2024) | Amount ($) | Notes |
|---|---|---|
| Annual Board cash retainer | 75,000 | Non-employee directors retainer |
| Audit & Risk Committee (member) | 15,000 | Member fee (non-Chair) |
| Committee chair fees | — | Not applicable (not a chair) |
| Meeting fees | — | Company does not pay separate meeting fees |
| Total cash earned (FY2024) | 90,000 | As reported for Gail Moody-Byrd |
Director stock ownership guidelines require holdings equal to 5x annual cash retainer ($375,000) within five years; directors must hold 50% net shares until compliant. As of Dec 28, 2024, all non-employee directors were either compliant or within the compliance period and making appropriate progress .
Performance Compensation
Directors receive time-vesting RSUs (no performance metrics), typically vesting in full on the earlier of 12 months from grant or the anniversary of the prior annual meeting; RSUs vest in full upon a change in control .
| Grant Date | Shares | Grant Fair Value ($) | Vesting Terms |
|---|---|---|---|
| Mar 3, 2022 | 3,448 | Not disclosed in proxy; Form 4 confirms grant | Annual RSU; standard director vest terms |
| Jun 22, 2023 (grant disclosed) | 5,837 | Not disclosed in proxy; Form 4 confirms grant | Annual RSU; standard director vest terms |
| Jun 3, 2024 | 6,803 | 150,006 | Annual RSU; vests on earlier of 12 months or next annual meeting |
| Jun 3, 2025 | 6,803 | Not disclosed in proxy; Form 4 confirms grant | Annual RSU; scheduled to vest on earlier of next annual meeting or 12 months |
Note: The company increased the annual director RSU grant value from $125,000 to $150,000 effective June 3, 2024 .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None |
| Prior public company boards | None disclosed |
| Private/non-profit boards | Juma Ventures (non-profit) director (~7 years) |
| Interlocks/potential conflicts | No related-person transactions disclosed involving Ms. Moody-Byrd; Audit & Risk Committee reviews and must approve any related-person transactions per policy |
Expertise & Qualifications
- Deep marketing and brand management expertise in B2B technology and retail/wholesale; demand generation leadership and data-driven consumer marketing .
- Early retail industry experience (merchandiser, buyer, brand manager) and consulting for national/global brands .
- Executive experience at LinkedIn and Noodle.ai; board-level presentation experience and strategic planning involvement .
- Led digital community marketing at SAP for >2 million customers undergoing digital transformations (customer journey familiarity) .
Equity Ownership
| As of | Direct Shares | RSUs Vesting ≤60 Days | Total Beneficial Ownership | % of Shares Outstanding |
|---|---|---|---|---|
| Apr 8, 2025 | 12,811 | 6,803 | 19,614 | <1% |
- Pledging/hedging: Company policy prohibits hedging and pledging for directors .
- Deferral program: Directors may defer cash and/or RSU settlements into DSUs, settled post-service or at elected times, including change in control or death .
Insider Trades
| Transaction Date | Type | Shares | Notes |
|---|---|---|---|
| Mar 3, 2022 | RSU grant (A—Award) | 3,448 | Annual director RSU |
| Jun 22, 2023 | RSU grant | 5,837 | Annual director RSU |
| Jun 3, 2025 | RSU grant | 6,803 | Annual director RSU; vests on earlier of next annual meeting or 12 months |
Governance Assessment
- Board effectiveness: Independent director on Audit & Risk Committee with robust oversight remit (financial reporting, ERM, cybersecurity, compliance), aligning with risk-aware governance; committee members are independent and include multiple financial experts .
- Independence & attendance: Affirmed independent; meets attendance threshold; Board holds majority voting, executive sessions, and annual evaluations—positive governance signals .
- Compensation alignment: Director pay mix balanced between fixed cash ($90k in FY2024) and time-vested equity ($150k RSU)—no meeting fees; ownership guidelines at 5x cash retainer with required net share holding promote alignment .
- Conflicts/related party exposure: No related-person transactions disclosed for Ms. Moody-Byrd; related-party leases involve Chairman Lindberg (not Moody-Byrd), overseen under policy—no direct conflict noted for her .
- RED FLAGS: None observed regarding hedging/pledging, meeting fees, or attendance; no other public company boards (low overboarding risk) .