James D. White
About James D. White
James D. White, age 64, is the independent Chair of The Honest Company’s Board since May 2021. He is a former Chair, President and CEO of Jamba, Inc. (2008–2016), with earlier senior roles at Safeway (SVP/GM, 2005–2008) and management positions at The Gillette Company, Nestlé S.A., and The Coca‑Cola Company (1983–2005). He holds a B.S. in Marketing from the University of Missouri, an MBA from Fontbonne University, completed Cornell’s Food Executive Program, and was a Stanford Distinguished Careers Institute Fellow (2018). He is currently a director at The Simply Good Foods Company and CAVA Group, Inc., and serves on the board of Schnucks Markets, Inc. .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Jamba, Inc. | Chair, President & CEO | 2008–2016 | Led public company; prior Chair experience supports risk oversight effectiveness |
| Safeway, Inc. | SVP & General Manager | 2005–2008 | Senior operating role in U.S. supermarket chain |
| The Gillette Company, Nestlé S.A., The Coca‑Cola Company | Management roles | 1983–2005 | Consumer products operating and brand management background |
External Roles
| Organization | Role | Tenure/Status | Committees/Impact |
|---|---|---|---|
| The Simply Good Foods Company | Director (public) | Current | Public company board experience |
| CAVA Group, Inc. | Director (public) | Current | Public company board experience |
| Schnucks Markets, Inc. | Director (private) | Current | Retail/food channel insights |
| Affirm Holdings, Inc. | Lead Independent Director (public) | Prior | Lead independent oversight experience cited by HNST |
| Medallia, Adtalem Global Education, Panera Bread, Callidus Software, Hillshire Brands | Director (public) | Prior | Broad public board track record |
| Directors Academy | Founding member & Chair | Current | Governance leadership |
| CECP (Chief Executives for Corporate Purpose) | Director | Current | ESG and stakeholder oversight |
| Fair Trade USA | Chair (prior) | Prior | ESG/ethical sourcing lens |
| Nasdaq Entrepreneurial Center, The Organic Center, Network of Executive Women | Director (prior) | Prior | Non-profit governance experience |
| Culture Design Lab, Inc. | Co‑Founder & CEO | Current | Board/management culture and performance advisory |
Board Governance
- Independence: Board determined Mr. White (and all non‑employee directors) to be independent under Nasdaq rules; only the CEO (Carla Vernón) and founder/former CCO (Jessica Alba) are non‑independent .
- Board Leadership: Independent Chair with authority to set agendas, preside over meetings, and lead executive sessions at every regularly scheduled Board meeting; committees also hold executive sessions .
- Committees: Chair of Nominating & Corporate Governance Committee (NCGC); not on Audit or Compensation. After the 2025 Annual Meeting, the NCGC chair role transitions to Katherine Bayne .
- Attendance: Board met 4 times in FY2024; each director attended at least 75% of Board and committee meetings on which they served .
- Risk Oversight: Board and committees administer risk oversight; Audit reviews financial, legal/regulatory, cybersecurity risks and related-party transactions; NCGC oversees governance, conflicts of interest, succession, ESG; Compensation monitors compensation-related risk .
Committee assignments and meetings (FY2024):
| Committee | Membership | Chair | Meetings |
|---|---|---|---|
| Audit | Bayne, Gentile, Hartung, Lynch, Turner | Gentile | 4 |
| Compensation | Barkley, Bayne, Gentile, Turner | Bayne (Hartung will become Chair post‑AM) | 4 |
| Nominating & Corporate Governance | Barkley, Hartung, Lynch, White | White (Bayne will become Chair post‑AM) | 4 |
Fixed Compensation
2024 non‑employee director compensation (grant‑date fair value basis):
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| James D. White | 101,250 | 166,565 | 267,815 |
Policy components (non‑employee directors):
- Cash retainers: Board $50,000; Non‑executive Chair $125,000; Lead Independent Director $70,000; Audit member $15,000 / Chair $20,000; Compensation member $7,500 / Chair $15,000; NCGC member $5,000 / Chair $10,000. Payable quarterly, prorated as applicable .
- Equity: Annual RSU grant sized at ~$185,000 fair value, fully vests by the next Annual Meeting or 1‑year, whichever earlier; initial and prorated grants for off‑cycle appointments; directors may elect RSUs in lieu of cash retainers (Retainer Grant) vesting quarterly .
Performance Compensation
- Structure: Director equity is time‑based RSUs; no disclosed performance‑conditioned PSUs or option awards for directors; RSUs accelerate upon death, disability, or immediately prior to a change in control .
- 2024 RSU details (James D. White): | Grant Type | Units | Grant Date | Vesting | Change‑in‑Control / Acceleration | |---|---:|---|---|---| | Annual RSU | 60,569 | 2024 (Annual Meeting grant cycle) | Fully vests by next Annual Meeting or 1‑year | Full vest upon death/disability or immediately prior to change in control |
Other Directorships & Interlocks
| Company | Market Type | Role | Notes |
|---|---|---|---|
| The Simply Good Foods Company | Public | Director | Current |
| CAVA Group, Inc. | Public | Director | Current |
| Schnucks Markets, Inc. | Private | Director | Current |
| Affirm Holdings, Inc. | Public | Lead Independent Director | Prior; cited in HNST Board leadership rationale |
| Medallia, Adtalem, Panera Bread, Callidus Software, Hillshire Brands | Public | Director | Prior service |
Expertise & Qualifications
- Consumer products and retail leadership (Jamba CEO; Safeway SVP; Gillette/Nestlé/Coca‑Cola management) .
- Governance and culture design (Culture Design Lab CEO; Directors Academy founding Chair; multiple public board roles) .
- Education: B.S. Marketing (University of Missouri); MBA (Fontbonne); Cornell Food Executive Program; Stanford DCI Fellow (2018) .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Total | Breakdown |
|---|---|---|---|
| James D. White | 275,818 | <1% | 215,249 shares owned; 60,569 RSUs vesting within 60 days of Mar 31, 2025 |
Director RSU awards outstanding at 12/31/2024:
| Name | Options Outstanding | Stock Awards Outstanding |
|---|---|---|
| James D. White | — | 60,569 |
Policies impacting alignment:
- Hedging/Pledging: Prohibited for directors (short sales, margins, pledging, derivatives) .
- Clawback: Dodd‑Frank/SEC/Nasdaq‑compliant clawback policy effective Oct 2, 2023 .
Governance Assessment
- Board effectiveness: Independent Chair with routine executive sessions and separation from CEO supports objective oversight; NCGC chair role underscores governance leadership (transitioning to Bayne post‑AM indicates active refresh) .
- Independence and conflicts: Board affirmatively designated Mr. White independent; no related‑party transactions disclosed involving him; Audit Committee reviews and approves any related‑party transactions .
- Attendance/engagement: Board and committees met four times each; all directors met at least 75% attendance (adequate engagement disclosed) .
- Compensation mix and alignment: 2024 mix tilted to equity RSUs ($166,565) alongside cash retainers ($101,250); RSUs subject to time‑based vesting with change‑in‑control acceleration; no performance metrics tied to director pay (typical, but limits direct pay‑for‑performance linkage) .
- Ownership “skin in the game”: Beneficial ownership <1% (275,818 shares/RSUs), consistent with many mid‑cap boards but not a large stake; pledge/hedge bans and clawback strengthen alignment safeguards .
- RED FLAGS to monitor:
- Multiple outside public boards (Simply Good Foods, CAVA) and private board roles increase time commitments; monitor workload/overboarding risk and attendance sustainability as company complexity evolves .
- Director equity accelerates on change in control, which is standard but can create perception of entrenchment incentives; ensure transaction committees and process rigor mitigate conflicts .
Overall, disclosed independence, leadership structure, anti‑hedging/pledging policy, and absence of related‑party issues support investor confidence; watch committee chair transitions and multi‑board load for potential impact on bandwidth and continuity .