Thom Lachman
About Thom Lachman
Age 62; elected as an independent director of Howard Hughes Holdings Inc. (HHH) at the 2025 Annual Meeting on September 30, 2025, receiving 24,009,429 votes “For” vs. 43,693 “Against” and 39,143 abstentions . Chairman & CEO of Duracell (a Berkshire Hathaway company); previously led the North America transition after Duracell’s purchase from Procter & Gamble (P&G), where he spent 33 years across general management, brand management, marketing, sales, acquisition integration, and plant operations, including leadership as President of P&G Canada . The Board determined he is independent under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Procter & Gamble | Various roles; last assignment: President of P&G Canada | 33 years | Deep experience in general management, brand, marketing, sales, acquisition integration, plant operations; worked on Gillette, Tide, Old Spice, Pampers, Cover Girl |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Duracell (Berkshire Hathaway) | Chairman & CEO | 2018–present | Leading global disposable battery brand in 90+ countries |
| Duracell (Berkshire Hathaway) | North America President; leader of transition post-acquisition | 2016–2018 | Led transition after P&G sale to Berkshire Hathaway |
Board Governance
- Committee assignments: None listed for Mr. Lachman at nomination/election; all four standing committees (Audit, Compensation, Nominating & Corporate Governance, Technology) are comprised entirely of independent directors .
- Independence: Board determined Mr. Lachman is independent under NYSE standards .
- Board activity and attendance context: The Board held 10 meetings in 2024; all directors attended ≥75% of Board and committee meetings and the 2024 annual meeting; non‑management directors meet in executive session at least four times per year .
- Election outcome signal: Strong shareholder support at the 2025 Annual Meeting (see votes above) .
Fixed Compensation
HHH’s non‑employee director compensation program (2024 framework; Risk Committee dissolved in June 2025):
| Component | Amount | Structure / Notes |
|---|---|---|
| Annual Board retainer | $220,000 | $145,000 restricted stock + $75,000 cash; cash retainer optionally taken in restricted stock; RS vests at earlier of next annual meeting or June 1 following grant |
| Board Chair retainer | $150,000 | $100,000 in restricted stock; $50,000 cash or restricted stock at Chair’s option |
| Presiding Director retainer | $50,000 | Cash |
| Audit Committee – Chair | $30,000 | Cash |
| Audit Committee – Member | $15,000 | Cash |
| Compensation Committee – Chair | $20,000 | Increased from $15,000 beginning Q3 2024 |
| Compensation Committee – Member | $10,000 | Increased from $5,000 beginning Q3 2024 |
| Nominating & Corporate Governance – Chair | $15,000 | Increased from $12,500 beginning Q3 2024 |
| Nominating & Corporate Governance – Member | $10,000 | Increased from $5,000 beginning Q3 2024 |
| Technology – Chair | $15,000 | Increased from $12,500 beginning Q3 2024 |
| Technology – Member | $10,000 | Increased from $5,000 beginning Q3 2024 |
| Education/training reimbursement | Up to $10,000/year | Reimbursement for director education/training expenses |
| Director award limit | $950,000/year | Aggregate cash fees + grant‑date fair value of equity for any non‑employee director; minimum director vesting requirement applies |
Plan mechanics and protections:
- Minimum vesting requirement: Awards vest no earlier than one year, except non‑employee director awards may vest at the earlier of one year or next annual meeting (but not less than 50 weeks) .
- Dividends on equity awards accrue only if the underlying award vests; no dividends on options/SARs .
- No option/SAR repricing; options/SARs must be granted at ≥ fair market value .
Performance Compensation
HHH does not use performance‑conditioned pay for non‑employee directors; equity grants are time‑based restricted stock (subject to the plan’s minimum vesting and director award limits). Key plan features:
| Performance Feature | Details |
|---|---|
| Performance metrics applied to director equity | None disclosed; director grants are restricted stock with time‑based vesting |
| Dividends/dividend equivalents | Payable only if the underlying award vests; none on options/SARs |
| Repricing prohibition | No option/SAR repricing without stockholder approval |
| Minimum vesting | ≥1 year for awards; for directors, earlier of one year or next annual meeting (≥50 weeks) |
| Director award limit | $950,000 aggregate cash + equity grant‑date fair value per calendar year |
Other Directorships & Interlocks
| Category | Status |
|---|---|
| Other current public company boards | None |
| Private/other roles | Duracell Chairman & CEO; North America President (prior) |
| Potential interlocks/conflicts | Related‑party transactions in HHH proxy focus on Pershing Square agreements; no transactions disclosed involving Mr. Lachman or Berkshire/Duracell |
Expertise & Qualifications
HHH’s skills matrix attributes for Mr. Lachman:
| Skill Area | Summary |
|---|---|
| Operations | ✓ Extensive CEO/GM experience |
| Capital Markets | ✓ Senior leadership exposure; CEO role oversight |
| Marketing | ✓ Led global consumer brands at P&G; Duracell marketing |
| Technology/AI | ✓ Board matrix indicates coverage; contextual oversight via Technology Committee framework |
| Audit/Financial Statements | ✓ Board matrix indicates coverage; CEO financial oversight |
| Social/Corporate Governance | ✓ Board matrix indicates coverage |
Equity Ownership
| Item | Status / Amount |
|---|---|
| Beneficial ownership (Aug 4, 2025) | “–” (no shares reported for Mr. Lachman) |
| Shares outstanding basis (Aug 4, 2025) | 59,398,914 shares |
| Stock ownership guidelines (directors) | Required to own shares equal to 5× the May 14, 2013 annual retainer ($165,000) within five years of appointment; directors were compliant and/or within initial grace period as of Aug 4, 2025 |
| Hedging/pledging prohibition | Prohibition against short sales, publicly traded options, hedging, pledging, margin accounts, and limit orders involving Company securities |
| Fair market value context | FMV per share $68.31 as of May 30, 2025 (plan reference) |
Governance Assessment
- Board effectiveness: Mr. Lachman brings CEO‑level operating discipline from a global consumer brand to a Board with independent committees and regular executive sessions, supporting strong oversight processes .
- Alignment and incentives: Director pay mix is equity‑heavy ($145,000 restricted stock annually) with minimum vesting and strict plan safeguards (no repricing; dividends vest only with awards; director award cap) that promote shareholder alignment while limiting risk .
- Independence and conflicts: Independence affirmed; no related‑party transactions disclosed involving Mr. Lachman; compensation and governance safeguards include an Executive Compensation Recoupment Policy and securities trading prohibitions applicable to directors .
- Investor confidence signals: Strong election support; advisory say‑on‑pay for NEOs passed (23,394,881 “For”; 566,168 “Against”; 131,216 abstentions), and the 2025 Equity Incentive Plan approved (23,607,854 “For”; 373,731 “Against”; 110,680 abstentions) .
- Watch items: As a newly elected director with no reported holdings as of August 4, 2025, initial “skin‑in‑the‑game” is expected to build via annual RS grants and compliance with 5‑year ownership guidelines; monitor committee assignment changes post‑election for optimal utilization of his operating expertise .