Mary Kay Haben
About Mary Kay Haben
Independent director at Grocery Outlet Holding Corp. since November 2019; age 68; current Chair of the Nominating and Corporate Governance Committee and former Audit and Risk Committee member (2019–2021). Prior executive roles include President, North America at Wm. Wrigley Jr. Company (Oct 2008–Feb 2011) and senior leadership positions over a 27-year career at Kraft Foods (SVP Open Innovation; SVP Global Snack; Group VP & President, Cheese/Enhancers/Meals). Education: BS, University of Illinois; MBA (Marketing), University of Michigan Ross. She brings extensive consumer-packaged goods, M&A, brand, digital, supply chain, governance, compensation, finance and ERM oversight experience; long-tenured board member at Hershey and Equity Residential with multiple committee chair roles.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Wm. Wrigley Jr. Company | President, North America; Group VP & Managing Director, North America | Oct 2008–Feb 2011; Apr 2007–Oct 2008 | Led North America operations in confectionery; governance experience through public-to-private transition under Mars |
| Kraft Foods, Inc. | SVP Open Innovation; SVP Global Snack Sector; Group VP & President, Cheese/Enhancers/Meals | 2001–2007 (multiple roles) | Led multi-billion divisions; deep brand, innovation, product strategy; oversight of sales, R&D, supply chain |
External Roles
| Company | Listing | Role | Tenure | Committees |
|---|---|---|---|---|
| The Hershey Company | NYSE: HSY | Director | Since Aug 2013 | Compensation & Human Capital (Chair since Jun 2024; member since May 2018); Finance & Risk Management (2018 and since 2023); Governance (Chair 2018–2022; member 2016–2022); Executive (2018–2022 and since Jun 2024) |
| Equity Residential | NYSE: EQR | Director | Since Jul 2011 | Compensation Committee (Chair since 2016; member since 2013); Audit (2011–2013); Corporate Governance Committee (since 2012) |
| Bob Evans Farms, Inc. (prior) | Nasdaq: BOBE | Director, various leadership roles | Aug 2012–Jan 2018 | Lead Independent Director (Aug 2015–Jan 2018); Non‑Exec Chair (Oct 2014–Aug 2015); Compensation (2015–2018); Nominating & Governance (2016–2018); Audit (2012–2014); Finance (2012–2014) |
Board Governance
- Committee assignments: Chair, Nominating and Corporate Governance; prior member, Audit and Risk (2019–2021) .
- Independence: Board determined all directors are independent except Mr. Lindberg and Mr. Potter; committee members (including Nominating and Corporate Governance) meet Nasdaq and SEC independence standards .
- Attendance: In FY 2024, Board held 6 meetings; Audit and Risk 10; Compensation 6; Nominating and Corporate Governance 4; each current director attended at least 75% of meetings; nine of ten directors attended the 2024 annual meeting .
- Board leadership and executive sessions: Lead Independent Director role with regular executive sessions of independent directors; fully independent committees; majority voting standard .
- Committee mandates: Nominating and Corporate Governance oversees governance policies, director nominations/succession, independence, annual evaluations, ESG oversight, securities trading policy .
Fixed Compensation
Director cash retainer policy (FY 2024):
| Component | Amount ($) |
|---|---|
| Annual Board cash retainer (non‑employee directors) | 75,000 |
| Chairman (additional) | 150,000 |
| Lead Independent Director (additional) | 50,000 |
| Audit & Risk Chair | 25,000 |
| Audit & Risk Member | 15,000 |
| Compensation Chair | 25,000 (increased from $20k effective Jun 3, 2024) |
| Compensation Member | 10,000 |
| Nominating & Corporate Governance Chair | 20,000 |
| Nominating & Corporate Governance Member | 10,000 |
Mary Kay Haben – Director compensation (actual):
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Fees Earned or Paid in Cash ($) | 83,750 | 93,778 | 95,000 |
| Stock Awards ($) | 125,061 | 163,027 | 150,006 |
| Total ($) | 208,811 | 256,805 | 245,006 |
Performance Compensation
Annual director equity awards (policy and Mary’s grants):
| Item | FY 2024 Detail |
|---|---|
| Annual RSU grant value | $150,000 |
| RSU shares (Mary; grant date) | 6,803 RSUs; granted June 3, 2024 |
| Vesting | Annual RSUs vest in full upon 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 | RSUs may be deferred under director deferral plan; no meeting fees paid; travel expenses reimbursed |
Note: Director equity is time‑based; no performance metrics (e.g., revenue, EBITDA, TSR) are tied to director compensation. Governance mitigants include stock ownership and clawback policies applicable to executives and directors .
Other Directorships & Interlocks
| Potential Interlock | Assessment |
|---|---|
| HSY (supplier‑side CPG; GO sells confectionery) | Potential commercial proximity; Board affirmatively determined independence and no material relationships affecting judgment; related‑party transactions subject to Audit & Risk Committee policy review . |
| EQR (REIT – multifamily) | No apparent direct conflict with GO’s operations; independence maintained . |
Expertise & Qualifications
- Substantial M&A, operating, digital, marketing and brand management experience; record of value creation via innovation and product strategy; oversight of sales, R&D and supply chain as executive .
- Governance, compensation, finance, digital transformation/AI, supply chain strategy, ESG and enterprise risk management oversight across public boards; multiple committee chair roles .
- Provides critical insights partnering with management; deep board leadership and executive management experience .
Equity Ownership
| Metric | 2021 | 2023 | 2024 | 2025 |
|---|---|---|---|---|
| Shares Beneficially Owned (#) | 3,061 | 10,035 | 15,872 | 15,872 |
| % Beneficially Owned | * (<1%) | * (<1%) | * (<1%) | * (<1%) |
| Unvested RSUs Held (#) | — | — | 6,803 | — |
Director stock ownership guidelines: 5× annual cash Board retainer ($75,000) required; directors must hold 50% net shares until guideline met; as of Dec 28, 2024 all non‑employee directors were either compliant or within the 5‑year compliance period . Hedging/pledging prohibited by policy; “No hedging or pledging” listed among governance principles .
Governance Assessment
- Board effectiveness: Chair of Nominating & Corporate Governance with responsibility for director succession and ESG oversight; combined public board/committee leadership experience strengthens governance rigor .
- Independence and conflicts: Formal independence determination; no subjective concerns; related‑party transactions policy under Audit & Risk oversight reduces conflict risk. Potential interlock with HSY (supplier‑side CPG) appears managed under policies and independence determinations.
- Engagement and attendance: Meets ≥75% attendance requirement; regular executive sessions of independent directors; robust committee cadence in FY 2024—signals active oversight during a challenging operating year .
- Pay alignment: Cash retainer plus time‑based RSUs; ownership guidelines at 5× retainer; clawbacks and share‑holding requirements support alignment; 2024 adjustments increased RSU value to $150k, consistent with market and to strengthen alignment .
- RED FLAGS: None observed in filings—no pledging/hedging; no related‑party transactions disclosed involving Haben; compensation is standard for directors with no discretionary or guaranteed bonuses; independence affirmed. Monitor potential supplier interlocks (HSY) and continued compliance with ownership guidelines.