Jack Hartung

About Jack Hartung

John R. (Jack) Hartung, age 67, has served on The Honest Company’s board since May 2022 and is nominated as a Class I director for a new term ending at the 2028 annual meeting . He is President and Chief Strategy Officer of Chipotle Mexican Grill, Inc. since October 2024 (previously CFO 2002–2022; Chief Financial & Administrative Officer Aug 2022–Oct 2024), with 18 prior years at McDonald’s culminating as VP and CFO of Partner Brands Group . He holds a B.S. in accounting and economics and an MBA from Illinois State University .

Past Roles

External Roles

Board Governance

• Independence: Board determined Hartung is independent under Nasdaq rules; only CEO Carla Vernón and founder Jessica Alba are non-independent .
• Committee assignments (FY2024): Audit Committee member (also designated an “audit committee financial expert”); Nominating & Corporate Governance Committee member . Post-2025 Annual Meeting: Hartung will become Chair and member of the Compensation Committee; Bayne will replace him on Nominating (and chair it) .
• Attendance: Board met 4 times in FY2024; each director attended at least 75% of board and committee meetings during their service. Audit, Compensation, and Nominating committees each met 4 times .
• Board leadership and executive sessions: Independent chair (James D. White) leads executive sessions at every regularly scheduled board meeting; executive sessions also held by each committee at each regularly scheduled meeting .
• Risk oversight: Audit oversees financial, legal/regulatory compliance and cybersecurity reporting; Nominating oversees governance and ESG; Compensation monitors risk in pay programs .
• Policies: Hedging and pledging of company stock prohibited for directors; margin accounts and derivatives also prohibited . Company maintains a Dodd-Frank/Rule 10D-1/Nasdaq-compliant clawback policy effective Oct 2, 2023 .

Fixed Compensation

• Policy structure (for context): Annual director cash retainer $50,000; Audit member $15,000 (chair +$20,000); Compensation member $7,500 (chair +$15,000); Nominating member $5,000 (chair +$10,000); Chair of the Board $125,000; Lead Independent Director $70,000 .
• Retainer election: Hartung elected to receive cash fees as RSUs equivalent to $70,000 in 2024; he received 28,292 fully vested RSUs for that retainer amount .

Performance Compensation

• Settlement deferral: Hartung elected to defer settlement of vested RSUs until the earlier of a change in control or within 60 days after his separation or death .
• Options: No director stock options outstanding; Hartung’s outstanding director equity is RSUs (76,774 units as of YE2024) .
• Performance metrics: Director equity awards are time-based under the Non-Employee Director Compensation Policy; no performance conditions disclosed .

Other Directorships & Interlocks

Expertise & Qualifications

• Audit committee financial expert designation by Honest’s board based on formal education and executive finance experience .
• Degrees: B.S. in accounting and economics; MBA—Illinois State University .
• Deep public-company finance leadership (CFO, CF&AO; strategy executive) with oversight of reporting functions .

Equity Ownership

• Hedging/pledging: Prohibited for directors under the Insider Trading Policy (no hedging, short sales, margin accounts, or pledging) .
• Stock ownership guidelines: Not disclosed for directors in the proxy.

Governance Assessment

• Strengths

  • Independent director with “audit committee financial expert” status, bolstering financial oversight .
  • Will chair the Compensation Committee post-2025 annual meeting—direct influence over executive and director pay design; committee uses external consultant and independence factors in adviser selection .
  • Prohibitions on hedging/pledging and a compliant clawback policy improve alignment and accountability .
  • RSU settlement deferral elected, increasing long-term alignment and potential tax-efficient holding .
  • Attendance at least 75% and regular executive sessions support board effectiveness .

• Watch items / potential conflicts

  • Concurrent senior executive role at Chipotle and service on Honest and Portillos boards indicates significant time commitments; monitor meeting attendance and engagement trends over time .
  • No related-party transactions involving Hartung disclosed; Audit Committee reviews and must pre-approve any such items under policy—continue monitoring .

• Shareholder rights considerations

  • Honest is an “emerging growth company” and is not required to hold say-on-pay votes; investors have limited direct input on pay matters despite Compensation Committee oversight .

• Compensation structure signals

  • Directors can elect equity in lieu of cash retainers; Hartung did so in 2024 (28,292 RSUs), which increases equity emphasis and alignment .
  • Annual director RSUs are time-based and vest by the next annual meeting; no performance-conditioned director equity is disclosed .

RED FLAGS: None disclosed specific to Hartung regarding related-party transactions, hedging/pledging, low attendance, or option repricing. Continue monitoring for overboarding/time-commitment risk given concurrent Chipotle executive duties and multiple board roles .