Kate Barton
About Kate Barton
Kate Barton, age 41, is Chief Growth Officer at The Honest Company (HNST) since May 8, 2023, after prior leadership roles at Magnolia, Estée Lauder’s Aveda, Johnson & Johnson, and General Mills; she holds a B.B.A. in Marketing from Baylor University and an M.B.A. from Harvard Business School . During her tenure (2023–present), HNST has delivered profitability improvement with nine‑month 2025 net income of $7.9M vs a $5.3M loss in 2024 and Adjusted EBITDA of $18.1M vs $17.3M, on revenue growth of 1.7% (nine months ended Sept 30) . She leads distribution expansion and brand maximization; in a January 2025 strategy session she highlighted Honest’s underpenetration (≈45,000 doors vs ~2x for a leading competitor) and ACV whitespace in hero SKUs as key growth levers .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Magnolia (Chip & Joanna Gaines) | Chief Brand Officer | Aug 2020 – May 2023 | Led brand strategy, omnichannel content, DTC programming, and launch of Magnolia Network |
| Estée Lauder (Aveda) | Executive Director of Marketing | Dec 2017 – Jul 2020 | Drove YoY share growth across North American B2B/B2C channels |
| Johnson & Johnson | Senior Brand Manager | Jan 2015 – Jul 2016 | Managed Clean & Clear global campaigns; led Neutrogena global anti‑aging innovation pipeline |
| General Mills | Sr Brand Manager (Nature Valley); earlier Marketing roles | Sep 2016 – Dec 2017; Aug 2013 – Sep 2016 | Managed leading food brands, driving growth initiatives across multiple categories |
External Roles
- None disclosed for Barton in company filings .
Fixed Compensation
| Component | Policy/Grant Terms | Actual (2023) |
|---|---|---|
| Base Salary | $350,000 annual base per employment agreement (effective May 8, 2023) | $228,846 (partial‑year paid) |
| Target Bonus | 55% of base salary | $126,922 earned under 2023 STI (98.9% payout of target) |
| Sign‑On Bonus | $75,000 sign‑on (2023) | $75,000 |
| Other/Perqs | 401(k) match; life insurance; legal fees; $50,000 relocation (2023) | $61,521 total other comp (2023) |
Performance Compensation
Program design and outcomes (Barton participated as an executive officer):
- 2023 Short‑Term Incentive (STI) Structure: 50% based on net revenue, gross margin, and free cash flow; 50% based on 11 Transformation Initiative goals (pricing, demand creation, SKU optimization, international exits, operations, supply terms, product costs, shipping/logistics, SG&A, trade spend, working capital). Company payout: 98.9% of target .
- 2024 STI Structure (executive program): 50% based on net revenue and Adjusted EBITDA; 50% based on operating priorities (expand retail distribution, increase operational efficiency, build innovation pipeline, develop organizational effectiveness). Company payout: 121.9% of target .
| Metric (Year) | Weighting | Target Framework | Actual Result | Payout |
|---|---|---|---|---|
| Net Revenue (2023) | Part of 50% financial | Pre‑established company target | Achieved (met target) | Included in 98.9% overall payout |
| Gross Margin (2023) | Part of 50% financial | Pre‑established target | Partially achieved | Included in 98.9% overall payout |
| Free Cash Flow (2023) | Part of 50% financial | Pre‑established target | Achieved (met target) | Included in 98.9% overall payout |
| 11 Transformation Goals (2023) | 50% | Pricing, demand creation, SKU optimization, international exits, operations, supply terms, product costs, shipping/logistics, SG&A, trade spend, working capital | Achieved all except partial on SG&A | Included in 98.9% overall payout |
| Net Revenue (2024) | Part of 50% financial | Pre‑established target | Achieved max payout for financial goals | Contributed to 121.9% payout |
| Adjusted EBITDA (2024) | Part of 50% financial | Pre‑established target | Achieved max payout for financial goals | Contributed to 121.9% payout |
| Operating Priorities (2024) | 50% (4 equally weighted) | Retail distribution, operational efficiency, innovation pipeline, org effectiveness | Achieved 3; partially achieved retail distribution | Contributed to 121.9% payout |
Equity incentives:
- Initial RSU grant value $1,500,000; vests 25% at first anniversary, then 1/12 quarterly thereafter .
- Outstanding at 12/31/2023: 843,565 unvested RSUs (market value $2,783,765) with vesting per schedule above .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (as of Mar 25, 2024) | 210,892 shares issuable upon RSU vesting within 60 days (no direct shares reported) |
| Shares Outstanding Reference | 97,032,787 shares outstanding on Mar 25, 2024 |
| Ownership % (approx.) | ~0.22% of shares outstanding (210,892/97,032,787) |
| Unvested RSUs (12/31/2023) | 843,565 units; $2,783,765 market value |
| Vesting Schedule | 25% on first anniversary of grant, then 1/12 quarterly thereafter (time‑based) |
| Options | None disclosed for Barton; equity is in RSUs |
| Hedging/Pledging | Company policy prohibits hedging and pledging by employees and executives |
Insider selling setup:
- Rule 10b5‑1 Plan adopted May 12, 2025 authorizing sales of up to 55,671 net shares (sell‑to‑cover driven %) through May 29, 2026; plan sells a percentage of net RSU after-tax shares, with maximum shown as 55,671 .
Employment Terms
| Term | Barton Agreement |
|---|---|
| Employment Start | Effective May 8, 2023 |
| Base Salary | $350,000 |
| Target Bonus | 55% of base |
| Initial Equity | RSUs valued at $1,500,000; number determined by 30‑day trailing average price at grant; 25%/1‑yr then quarterly vest |
| Severance (no CoC) | If terminated without cause or resigns for good reason: 6 months base salary + pro‑rata target bonus (based on corporate goal achievement) paid over regular payroll |
| COBRA | Up to 6 months paid |
| Definitions | Cause and Good Reason as specified (material breach, injurious conduct, refusal to follow lawful instructions; material reduction of duties/title/pay, relocation >25 miles, uncured company breach) |
| Clawback | Company adopted Dodd‑Frank compliant clawback Oct 2, 2023 |
Performance & Track Record
| Company KPI | 3M/Q3 2025 | 3M/Q3 2024 | 9M 2025 | 9M 2024 |
|---|---|---|---|---|
| Revenue ($000s) | 92,571 | 99,237 | 283,280 | 278,503 |
| Net Income ($000s) | 758 | 165 | 7,883 | (5,314) |
| Adjusted EBITDA ($000s) | 3,523 | 7,079 | 18,068 | 17,317 |
- Strategic execution under Transformation Pillars (Brand Maximization, Margin Enhancement, Operating Discipline) cited by management, with full‑year 2025 organic revenue outlook of $292–$298M (4–6%) after exits; no debt outstanding referenced in August 2025 press release .
- Growth levers articulated by Barton focus on distribution breadth and depth (door count, aisle presence, facings) and category share gains, highlighting ~45,000 doors and significant ACV opportunity in hero SKUs as of Jan 2025 .
Compensation Structure Analysis
- Mix shifting to RSUs (vs options) post‑IPO increases retention and reduces risk; Barton’s equity is time‑based RSUs with multi‑year vesting .
- Company‑wide STI metrics emphasize profitability and operational execution; 2023 payout at 98.9% suggests balanced target rigor; 2024 payout at 121.9% (max for financials) indicates strong financial over‑achievement with partial miss on distribution, aligning incentives to core value drivers .
- Independent consultant (Semler Brossy) supports pay design market alignment and risk oversight .
- Clawback policy in place; hedging/pledging prohibited—a positive alignment signal .
Risk Indicators & Red Flags
- 10b5‑1 plan could create intermittent selling pressure around RSU vesting dates (up to 55,671 net shares through May 2026) .
- No pledging allowed by policy; no related‑party transactions for Barton disclosed; no legal proceedings disclosed .
- Section 16 compliance reported as timely in 2024/2025 filings .
Compensation & Ownership Tables
2023 Summary Compensation (Kate Barton)
| Year | Salary ($) | Bonus ($) | Stock Awards ($) | Non‑Equity Incentive ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2023 | 228,846 | 75,000 | 1,476,239 | 126,922 | 61,521 | 1,968,527 |
Outstanding Equity (12/31/2023)
| Award Type | Units/Options | Vesting | Market Value |
|---|---|---|---|
| RSUs (time‑based) | 843,565 | 25% at 1‑yr then 1/12 quarterly | $2,783,765 |
Beneficial Ownership (as of Mar 25, 2024)
| Holder | Shares/Units | Notes |
|---|---|---|
| Kate Barton | 210,892 | RSUs vesting within 60 days of record date |
| Shares Outstanding | 97,032,787 | Record date shares outstanding |
Rule 10b5‑1 Trading Arrangement
| Name | Action | Adoption Date | Type | Max Net Shares to be Sold | Expiration |
|---|---|---|---|---|---|
| Kate Barton | Adopt | 05/12/2025 | Rule 10b5‑1 | Up to 55,671 | 05/29/2026 |
Employment Terms Summary (Kate Barton)
| Provision | Term |
|---|---|
| Base/Bonus | $350,000 base; 55% target bonus |
| Severance (no CoC) | 6 months base + pro‑rata target bonus; up to 6 months COBRA |
| Cause/Good Reason | As defined; includes material duty/pay/title changes and relocation >25 miles |
| Clawback | Dodd‑Frank compliant (effective Oct 2, 2023) |
Investment Implications
- Alignment: Barton’s compensation is predominantly at‑risk via multi‑year, time‑vested RSUs, directly tying retention and value realization to sustained share price performance; hedging/pledging prohibitions and a formal clawback strengthen alignment and governance .
- Execution incentives: STI metrics tightly couple pay to revenue, EBITDA, and distribution/operational execution—core levers for Honest’s profitability push; 2024 company payout of 121.9% underscores momentum but also signals potentially elevated variable pay expense in strong years .
- Selling pressure: A 10b5‑1 plan enables controlled liquidity from RSU vesting through May 2026 (max 55,671 shares), suggesting episodic supply but at a scale modest relative to her unvested equity base .
- Retention risk: Severance is comparatively modest (6 months base + pro‑rata bonus) with no explicit change‑of‑control multiple—acceptable for a growth leader but less protective than CEO/CFO packages, modestly elevating retention sensitivity if external opportunities arise .
- Performance backdrop: Company profitability inflection (nine‑month 2025 net income positive, Adjusted EBITDA up) provides a constructive context for growth initiatives Barton oversees; sustained distribution and hero‑SKU ACV gains would be key catalysts for continued pay‑for‑performance alignment and potential upside .