Brendan Sheehey
About Brendan Sheehey
Brendan Sheehey is Senior Vice President, General Counsel & Corporate Secretary of The Honest Company (HNST). He has served as General Counsel since June 2020 and was listed as age 47 as of March 31, 2025 . He holds a B.A. in Geography (UC Santa Barbara), an M.A. in Geography (University of South Carolina), and a J.D. (University of California College of the Law, San Francisco) . During 2025, Honest reported improving profitability with Q1 2025 net income of $3.3M on $97.3M revenue (net income margin 3.3%, adjusted EBITDA margin 7.1%) and Q3 2025 adjusted EBITDA of $3.5M on $92.6M revenue (adjusted EBITDA margin 3.8%), reflecting execution progress under the current leadership team .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| The Honest Company, Inc. | SVP, General Counsel & Corporate Secretary | 2020–present | Leads legal strategy and oversight across product, regulatory, commercial, international expansion, privacy, IP, policy and compliance . |
| Targus International LLC | General Counsel & Corporate Secretary | 2018–2020 | Led legal department and corporate governance for mobile computing accessories company . |
| Arbonne International LLC | Associate General Counsel | 2016–2018 | Supported product development/marketing, international expansion, commercial contracts, M&A . |
| Sidley Austin LLP | Counsel | 2015–2016 | Represented clients in FTC regulatory matters . |
| Corinthian Colleges | Corporate Counsel | 2011–2015 | Litigation and insurance matters . |
| Sidley Austin LLP | Associate | 2006–2011 | Associate attorney roles . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No public company directorships or external board roles disclosed for Sheehey . |
Fixed Compensation
- Not disclosed. Brendan Sheehey was not a Named Executive Officer (NEO) in the 2024–2025 proxy statements; HNST as an emerging growth company (EGC) discloses detailed compensation for NEOs only .
Performance Compensation
- Not disclosed for Sheehey individually. The company’s executive annual bonus design (applies to NEOs) is provided below to illustrate incentive levers.
Annual Bonus Design and Outcomes (Company Executive Program)
| Year | Financial metrics | Strategic/operational metrics | Outcome (as % of target) |
|---|---|---|---|
| 2023 | Net revenue, gross margin, free cash flow (50% weight) | 11 equally-weighted “Transformation Initiative” goals: pricing, demand creation, SKU optimization, international exits, operations, supply terms, product costs, shipping/logistics, SG&A, trade spend, working capital (50% weight) | 98.9% of target |
| 2024 | Net revenue and adjusted EBITDA (50% weight); both achieved maximum | Four equally weighted operating priorities: expand retail distribution (partially achieved), increase operational efficiency (achieved), build innovation pipeline (achieved), develop organizational effectiveness (achieved) (50% weight) | 121.9% of target |
- Long-term incentives: HNST uses RSUs (post-IPO) that vest over multiple years; for NEO grants, typical structure is 25% at first anniversary then quarterly installments thereafter under the 2021 Plan . Sheehey’s specific grants/vests are not disclosed.
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 580,647 HNST shares as of May 21, 2025 (third-party compilation of SEC Form 4s) . |
| Ownership % of shares outstanding | ~0.53% (580,647 / 110,229,634 shares outstanding as of Mar 31, 2025) . |
| Vested vs. unvested breakdown | Not disclosed. |
| Options (exercisable/unexercisable) | Not disclosed. |
| Shares pledged as collateral | Prohibited by company policy; employees and executives are prohibited from pledging or establishing margin accounts in company stock . |
| Hedging | Prohibited (short sales, puts/calls, hedging transactions) . |
| Stock ownership guidelines | Not disclosed in proxy for executives beyond general alignment language . |
| Clawback policy | Adopted Oct 2, 2023 to comply with Dodd-Frank Rule 10D-1/Nasdaq 5608 . |
Insider Trading Activity (Form 4 pattern)
| Metric | Value | Source |
|---|---|---|
| Total Form 4 transactions (5 years) | 21 transactions | |
| Buys vs. sells (5 years) | 0 buys, 21 sells | |
| Latest reported ownership | 580,647 shares (May 21, 2025) |
Employment Terms
- Individual employment agreement, severance and change-of-control (CoC) terms for Sheehey are not disclosed in the 2024–2025 proxies. The company details severance/CoC for NEOs (e.g., CEO/CFO) but not for other executives; Sheehey’s specific economics are not provided .
- Indemnification: HNST provides indemnification for officers and has entered into indemnity agreements with certain officers and directors .
- Insider trading/hedging/pledging: Comprehensive prohibitions as noted above .
- EGC status: HNST, as an EGC, is exempt from certain compensation disclosures and advisory votes (say-on-pay) .
Performance & Track Record (Company KPIs during current tenure)
| Metric | Q1 2025 | Q3 2025 |
|---|---|---|
| Revenue ($USD thousands) | $97,250 | $92,571 |
| Net income (loss) ($USD thousands) | $3,254 | $758 |
| Net income margin | 3.3% | 0.8% |
| Adjusted EBITDA ($USD thousands) | $6,929 | $3,523 |
| Adjusted EBITDA margin | 7.1% | 3.8% |
| 9M 2025 Adjusted EBITDA vs. 9M 2024 | $18,068 vs. $17,317 ($USD thousands) | — |
Notes: Figures are company-level results; included to contextualize the operating backdrop during Sheehey’s tenure as chief legal officer overseeing risk, compliance, and governance .
Governance, Compliance, and Risk Indicators
- Section 16(a) filings: Company reported full compliance for 2024–2025; however, the 2024 proxy noted one late Form 4 report for Sheehey during 2023 due to administrative oversight .
- Litigation/SEC matters: Company reported “securities litigation expense” in 2024–2025 periods (company-level disclosure) .
- Say-on-Pay: As an EGC, HNST has not been required to hold say-on-pay or say-on-frequency votes .
- Compensation consultant and process: Semler Brossy engaged by the compensation committee for executive compensation strategy and benchmarking .
Investment Implications
- Alignment: Ownership of ~0.53% supports alignment, and company policy prohibits hedging and pledging—mitigating misalignment risks .
- Selling pressure: Third-party Form 4 aggregation indicates 21 sells and 0 buys in the past five years; monitor vesting calendars and 10b5-1 plans for potential post-vest liquidity events that could create incremental supply, though individual vesting data for Sheehey is not disclosed .
- Retention: Tenure since 2020 and a standard RSU-based equity program (multi-year vesting) suggest retention incentives are in place, but specific severance/CoC protections for Sheehey are not publicly disclosed—introducing some uncertainty versus NEO peers whose severance terms are explicit .
- Performance linkage: Annual bonus structures emphasize revenue and profitability (adjusted EBITDA) plus operational execution; 2024 payouts at 121.9% for NEOs indicate strong enterprise performance against goals—supportive for broader executive team incentives even if Sheehey’s individual targets/payouts are undisclosed .
References:
- 2025 DEF 14A (Apr 17, 2025), executive officers, beneficial ownership, insider trading/hedging policy, executive compensation structures, clawback, indemnification .
- 2024 DEF 14A (Apr 10, 2024), executive officers, Section 16(a) delinquencies, 2023 bonus metric design .
- 8-K and press release (May 7, 2025; Jun 3, 2025) and 8-K Nov 5, 2025 for operating KPIs; 8-K signature block confirms Sheehey’s title .
- Company profile page for Sheehey (investor site) .
- Third-party Form 4 aggregation (GuruFocus) for share count and trading summary .