Jessica Alba
About Jessica Alba
Jessica Alba, age 43, is a founder of The Honest Company and is currently a Class II director; she previously served as Chief Creative Officer (July 2011–April 2024) and as Chair of the Board (May 2018–May 2021) . She is recognized as a business leader and entrepreneur with deep consumer/brand experience; the Board explicitly states she is not independent due to her former executive role at Honest . External boards include Baby2Baby (charitable), LA28 (Los Angeles Olympics board), and Yahoo! Inc. (media) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Honest Company, Inc. | Chief Creative Officer | Jul 2011 – Apr 9, 2024 | Founder, brand development and consumer expertise |
| The Honest Company, Inc. | Chair of the Board | May 2018 – May 2021 | Board leadership |
External Roles
| Organization | Role | Type | Notes |
|---|---|---|---|
| Baby2Baby | Director | Non-profit | Provides necessities to children in poverty |
| LA28 (Los Angeles Olympics) | Director | Non-profit/public organizing body | LA28 Board member |
| Yahoo! Inc. | Director | Media company | Board member |
Board Governance
- Independence: The Board determined Jessica Alba is not independent under Nasdaq standards due to being Honest’s former Chief Creative Officer .
- Committee assignments: 2024 membership lists do not include Alba; Audit (Bayne, Gentile, Hartung, Lynch, Turner), Compensation (Barkley, Bayne, Gentile, Turner; Hartung to chair post-2025 AGM), Nominating & Corporate Governance (Barkley, Hartung, Lynch, White; Bayne to chair post-AGM) .
- Attendance: The Board met 4 times in 2024; each director attended at least 75% of Board and applicable committee meetings .
- Board leadership: Independent Chair James D. White; executive sessions occur at every regularly scheduled Board and committee meeting .
- Risk oversight: Audit reviews financial/cyber risks and related-party transactions; NCG oversees governance/ESG/succession; Compensation monitors risk in pay programs .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $700,000 | $193,846 (partial year to separation) |
| Director Cash Fees ($) | — | $23,764 (post-separation non-employee director cash retainer) |
| Other Fixed Cash ($) | — | $511,539 severance per Separation Agreement |
Director Fee Policy: Standard annual cash retainers — Director $50,000; Board Chair $125,000; Lead Independent $70,000; Audit member $15,000/chair $20,000; Compensation member $7,500/chair $15,000; NCG member $5,000/chair $10,000 .
Performance Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Non-Equity Incentive Plan ($) | $484,610 | $199,103 (prorated) |
| Stock Awards ($) | $1,381,579 (RSUs) | $2,986,831 (RSUs; includes full vesting at separation) |
| Option Awards ($) | — | — |
2024 Short-Term Incentive (STI) Metrics and Outcomes
| 2024 STI Metrics | Weight | Outcome | Payout Impact |
|---|---|---|---|
| Net revenue & adjusted EBITDA (financial results) | 50% | Achieved maximum payout | Max on financial component |
| Operating priorities: retail distribution, operational efficiency, innovation pipeline, organizational effectiveness | 50% | 3 achieved; retail distribution partially achieved | Total STI payout = 121.9% of target (prorated for Alba) |
Target bonus percentage: Under her 2021 employment agreement, Alba’s target bonus increased to 70% of base salary starting Jan 1, 2022 .
Equity Award Structure and Vesting
- RSUs (director policy): Annual grant sized at ~$185,000, vests fully by next AGM; retainer-fee RSU election allowed; RSUs accelerate on death/disability or change in control .
- RSU vesting acceleration: Separation Agreement provided vesting of all outstanding, unvested RSUs as of Apr 9, 2024 .
- Clawback: Company adopted a Dodd-Frank compliant clawback policy effective Oct 2, 2023 .
Outstanding Options (as of Dec 31, 2024)
| Grant Date | Exercisable (#) | Exercise Price ($) | Expiration |
|---|---|---|---|
| 3/24/2015 | 550,000 | 5.125 (repriced 1/22/2018) | 3/24/2025 |
| 2/7/2018 | 300,000 | 5.13 | 2/7/2028 |
| 9/12/2018 | 100,000 | 5.75 | 9/12/2028 |
| 9/12/2018 | 100,000 | 5.75 | 9/12/2028 |
| 9/12/2018 | 200,000 | 5.75 | 9/12/2028 |
Option vesting schedules: early grants vest monthly; certain 2018 grants vested at IPO liquidity event; see footnotes for specific vesting mechanics .
Other Directorships & Interlocks
| Company/Org | Industry/Type | Role | Potential Interlock/Conflict Notes |
|---|---|---|---|
| Baby2Baby | Non-profit | Director | Charitable; no apparent Honest business conflict |
| LA28 | Non-profit/public organizing body | Director | Event organizing; no direct Honest supply/customer overlap disclosed |
| Yahoo! Inc. | Media | Director | Media/marketing adjacency; no related transactions disclosed |
Expertise & Qualifications
- Founder of Honest with extensive consumer/brand development experience and industry/consumer insight; Board cites her knowledge from founding and developing the Company as core qualification .
- Noted public profile and advocacy; supports consumer engagement and brand strategies .
Equity Ownership
| Category | Shares | Notes |
|---|---|---|
| Total Beneficial Ownership | 6,123,094 (5.5% of outstanding) | 110,229,634 shares outstanding on record date |
| Trust holdings | 4,253,036 | Warren Trust; shared voting/investment power with Cash Warren |
| Direct holdings | 1,109,489 | Shares held by Alba |
| Options exercisable ≤60 days | 700,000 | Included in beneficial ownership |
| RSUs vesting ≤60 days | 60,569 | Included in beneficial ownership (director grant 5/22/2024) |
| Shares pledged as collateral | None disclosed; hedging/pledging prohibited by policy |
Employment & Contracts (Separation)
- Separation Agreement (Apr 8, 2024; effective Apr 9, 2024): 12 months of base salary; payment equal to target 2023 bonus and prorated 2024 bonus; full vesting of all outstanding, unvested RSUs; mutual release; termination of Name & Likeness Agreement with removal of Alba likeness from company assets and packaging .
- Prior agreements (2018 stockholder agreements and registration rights): terminated at IPO except registration rights (time-limited) .
Director Compensation (2024 Snapshot)
- Director equity grant: RSUs grant date fair value $166,565; 60,569 RSUs granted on 5/22/2024 (vesting by next AGM) .
- Director cash fees: $23,764 (post-separation service in 2024) .
- Policy benchmarking: Compensation targeted at peer group median; Semler Brossy engaged for compensation program and peer benchmarking; no interlocks or insider participation in Compensation Committee .
Related-Party Transactions and Conflicts
- Name & Likeness Agreement: Licensed Alba’s likeness since 2011; terminated at separation (Apr 2024) with removal obligations for licensed property; previously a related-person arrangement .
- 5% stockholder status: Alba is a >5% holder; Audit Committee reviews and approves related-party transactions under formal policy; director must recuse where interested .
- Hedging/pledging: Prohibited for directors and employees, reducing alignment risk concerns .
- Section 16(a) compliance: Company reports all insiders complied for 2024 .
Say-on-Pay & Shareholder Feedback
- As an emerging growth company, Honest is exempt from say‑on‑pay and say‑on‑frequency advisory votes; thus no historical say‑on‑pay percentages are disclosed .
Governance Assessment
- Independence and committee roles: Alba is not independent and holds no committee seats—appropriate given recent executive status, but it limits committee-level oversight influence; Board maintains strong independent leadership with an independent Chair and fully independent committees .
- Attendance and engagement: Minimum 75% attendance threshold met; executive sessions at every meeting support candid oversight without management present .
- Alignment vs conflicts: Significant equity ownership (5.5%) aligns incentives with shareholders; termination of the long-running Name & Likeness Agreement reduces related‑party optics; Audit Committee oversees and vets related-party dealings under policy .
- Pay-for-performance signals: STI tied to net revenue and adjusted EBITDA plus operating priorities; 2024 payout at 121.9% indicates strong operational performance, though RSU acceleration at separation may draw scrutiny on performance conditioning; clawback policy in place mitigates risk of windfalls from restatements .
- RED FLAGS: Not independent; historical related‑party license (now terminated); full RSU acceleration on separation; substantial individual influence as founder and 5% holder—ongoing monitoring warranted for any new related‑party exposure .
- Mitigants: Independent Chair, independent committees, prohibition on hedging/pledging, formal related‑party review process, use of independent comp consultant; Section 16 compliance reported .