Andrea Turner
About Andrea Turner
Independent director at The Honest Company (HNST) since December 2023; age 61. Turner is a seasoned global operations and supply chain executive, most recently SVP, Global Customer Service & Logistics at Mondelēz International (2020–2023), with prior leadership at General Mills (2008–2020) and Merck (1998–2009). She holds a Bachelor of Industrial Engineering from Georgia Tech and a B.S. in Mathematics from Spelman College .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Mondelēz International | SVP, Global Customer Service & Logistics | 2020–2023 | Led logistics during COVID-19 for $25B supply chain across ~80 countries |
| General Mills | Supply chain leadership | 2008–2020 | Drove productivity and accelerated growth; led complex operations teams |
| Merck & Co. | Supply chain leadership | 1998–2009 | Delivered improved productivity; problem-solving in regulated environments |
External Roles
| Organization | Type | Role | Tenure |
|---|---|---|---|
| GS1 | Standards/non-profit | Director | Current |
| People Serving People | Non-profit | Director | Current |
| Mainstreet School of the Arts | Non-profit | Director | Current |
| Minneapolis MLK Celebration | Non-profit | Event Chair | 2016 |
| Public company boards (other than HNST) | Public | — | None disclosed in biography |
Board Governance
- Independence: Board determined Turner is independent under Nasdaq standards (only CEO Carla Vernón and former CCO Jessica Alba are non‑independent) .
- Attendance: The Board met four times in 2024; each director attended at least 75% of aggregate Board and relevant committee meetings .
- Executive sessions: Independent Chair leads executive sessions at every regularly scheduled Board meeting; each committee also holds executive sessions .
- Risk oversight: Audit Committee reviews major financial, compliance, cybersecurity risks and related‑party transactions; Nominating & Governance oversees ESG and conflicts; Compensation monitors compensation risk .
| Committee | Member | Chair |
|---|---|---|
| Audit | Yes | No (Chair: Susan Gentile) |
| Compensation | Yes | No (Chair: Katherine Bayne in 2024; Jack Hartung to chair post‑2025 AGM) |
| Nominating & Corporate Governance | No | — |
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Cash fees | $59,103 | Pro‑rated based on service; standard annual retainers detailed below |
| Annual director cash retainer (policy) | $50,000 | Payable quarterly; pro‑rated for partial service |
| Audit Committee member retainer (policy) | $15,000 | Member fee (Chair additional $20,000) |
| Compensation Committee member retainer (policy) | $7,500 | Member fee (Chair additional $15,000) |
Performance Compensation
Directors do not receive performance‑based incentives; equity grants are time‑based RSUs under the Non‑Employee Director Compensation Policy.
| Equity Grant | Grant Date | Units | Vesting Terms | Value |
|---|---|---|---|---|
| Annual RSU | 5/22/2024 | 60,569 | 100% on earlier of date prior to next AGM or 5/22/2025, subject to service | $166,565 grant date fair value |
| Policy baseline (Annual/Initial grants) | Policy | Formula | Annual = $185,000 ÷ 30‑day avg price; Initial = $185,000 ÷ 30‑day avg price; vest per policy | — |
Additional policy features:
- Directors may elect to receive retainers in RSUs (“Retainer Grants”) and to defer RSU settlement under the policy .
- RSUs fully vest upon death, disability, or immediately prior to a Change in Control .
- Aggregate director compensation cap: $750,000/year; $1,500,000 if first year or Board Chair .
Other Directorships & Interlocks
| Entity | Relationship to HNST | Potential Interlock/Conflict |
|---|---|---|
| GS1 (Director) | Standards body | No Honest‑specific transactions disclosed; Audit Committee reviews related‑party transactions |
| People Serving People (Director) | Non-profit | No related‑party transactions disclosed |
| Mainstreet School of the Arts (Director) | Non-profit | No related‑party transactions disclosed |
| Public company boards | None disclosed | No public interlocks cited |
Compensation Committee interlocks: none; no executive officers serving on other entities’ boards with reciprocal executive overlap .
Expertise & Qualifications
- Global supply chain and logistics leadership across consumer packaged goods and healthcare (Mondelēz, General Mills, Merck) .
- Engineering and quantitative background (Industrial Engineering, Mathematics) aligned to operational rigor .
- Crisis logistics during COVID‑19 across a large multinational footprint (80 countries; $25B supply chain) .
Equity Ownership
| Metric | Amount | Detail |
|---|---|---|
| Total beneficial ownership | 127,284 shares (<1%) | 66,715 common + 60,569 RSUs vesting within 60 days of 3/31/2025 |
| Ownership % of outstanding | Less than 1% | 110,229,634 shares outstanding on 3/31/2025 |
| RSUs outstanding (12/31/2024) | 135,841 units | Unvested RSUs at year‑end |
| Options outstanding | None (director) | Options outstanding table shows none for Turner |
| Hedging/pledging | Prohibited by Insider Trading Policy (short sales, margin, pledging, derivatives) | Company‑wide policy covers directors, officers, employees |
Insider Trades & Section 16 Compliance
| Item | Status |
|---|---|
| Section 16(a) compliance (2024–2025) | Company states all required filings complied; no delinquent reports since 1/1/2024 |
| Proxy disclosure of Form 4 transactions | No specific transaction details disclosed in proxy |
Governance Assessment
- Committee assignments: Turner sits on Audit and Compensation—key oversight roles for financial reporting, related‑party review, compensation risk, and human capital strategy .
- Independence and engagement: Independent under Nasdaq rules; attended at least 75% of Board/committee meetings; participates in annual Board/committee self‑assessments .
- Pay and alignment: Mix heavily weighted to equity (2024: $166,565 RSUs vs $59,103 cash), service‑based vesting, with accelerated vesting only upon death/disability/Change in Control per policy; hedging/pledging prohibited—supports alignment .
- Conflicts/related parties: No related‑party transactions disclosed involving Turner; Audit Committee pre‑approves related‑party transactions; Compensation Committee engaged independent consultant Semler Brossy; no compensation committee interlocks .
- Signals: Supply chain expertise strengthens operational risk oversight amid manufacturing/distribution complexity; equity ownership and RSU structure provide skin‑in‑the‑game, though absence of performance‑conditioned director equity is standard for small‑cap peers.
RED FLAGS: None disclosed specific to Turner. Company prohibits hedging/pledging; no related‑party transactions involving Turner; no attendance concerns (≥75%) .
Note: As an emerging growth company, Honest is not required to hold say‑on‑pay votes currently .