Katherine Bayne
About Katherine Bayne
Independent director of The Honest Company since October 2018; age 58. Senior Advisor at Guggenheim Securities (since Feb 2019) and Founder/President of Bayne Advisors (since Mar 2018). Former Coca‑Cola executive (President, North America Brands; Senior Vice President, Global Center) with deep consumer strategy and brand management credentials. Education: B.A. Psychology and M.B.A., Duke University (Fuqua) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Coca‑Cola Company | President, North America Brands | 2013–2015 | Consumer strategy/brand management leadership |
| The Coca‑Cola Company | Senior Vice President, Global Center | 2015–2018 | Global consumer marketing/retail marketing |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Guggenheim Securities | Senior Advisor | Feb 2019–present | Investment banking/advisory; potential related‑party exposure monitored via Audit Committee policy |
| Bayne Advisors | Founder & President | Mar 2018–present | Brand strategy advisory |
| Duke University, Fuqua School of Business | Board of Visitors | Current | Governance/academia involvement |
| SMU Cox School of Business | Board of Directors | Current | Governance/academia involvement |
| Ascena Retail Group, Inc. | Director (prior) | Prior | Former public company board |
| Ann Inc. | Director (prior) | Prior | Former public company board |
| Beazer Homes USA Inc. | Director (prior) | Prior | Former public company board |
| Acreage Holdings, Inc. | Director (prior) | Prior | Former public company board |
| Eargo, Inc. | Director (prior) | Prior | Former public company board |
Board Governance
- Independence: Independent under Nasdaq listing standards; only CEO and former CCO are non‑independent .
- Board attendance: Board met 4 times in FY2024; each director attended ≥75% of Board and committee meetings .
- Annual meeting attendance: All directors except Ms. Bayne attended the 2024 Annual Meeting (virtual format), a minor engagement flag .
- Board leadership: Independent Chair (James D. White), with executive sessions at every regularly scheduled Board and committee meeting .
- Committee assignments and chair roles (FY2024 and transitions):
- Audit Committee: Member (Bayne); Audit met 4 times; Chair: Susan Gentile; financial experts designated: Gentile and Hartung .
- Compensation Committee: Chair (Bayne) in FY2024; met 4 times; after 2025 Annual Meeting, Jack Hartung will replace Bayne as Chair and member .
- Nominating & Corporate Governance Committee: Post‑Annual Meeting, Bayne will join and serve as Chair; committee met 4 times in FY2024 .
- ESG oversight: Nominating & Corporate Governance oversees ESG; improvements disclosed on IR site and SASB/TCFD tear sheet .
| Committee | FY2024 Membership | Chair | Meetings (FY2024) |
|---|---|---|---|
| Audit | Bayne; Gentile; Hartung; Lynch; Turner | Gentile | 4 |
| Compensation | Barkley; Bayne; Gentile; Turner | Bayne (FY2024) → Hartung post‑AM | 4 |
| Nominating & Corporate Governance | Barkley; Hartung; Lynch; White | White (FY2024) → Bayne post‑AM | 4 |
Fixed Compensation
| Component (Policy) | Amount (USD) | Notes |
|---|---|---|
| Annual Director Cash Retainer | $50,000 | Paid quarterly, pro‑rated |
| Audit Committee Member | $15,000 | |
| Audit Committee Chair | $20,000 | |
| Compensation Committee Member | $7,500 | |
| Compensation Committee Chair | $15,000 | |
| Nominating & Governance Member | $5,000 | |
| Nominating & Governance Chair | $10,000 |
| Bayne – Director Compensation (FY2024) | Cash Fees ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Reported | — | 273,267 | 273,267 |
| Cash fees elected as RSUs | $80,000 equivalent (32,334 RSUs) | — | — |
| Annual grant | — | 60,569 RSUs ($166,565) | — |
Bayne elected to receive 2024 cash fees as RSUs ($80,000; 32,334 RSUs), and received the standard annual RSU grant (60,569 RSUs; $166,565). Time‑based vesting applies; Annual Grants vest by the next Annual Meeting or one‑year anniversary; Retainer RSUs vest in equal quarterly installments .
Performance Compensation
| Item | Details |
|---|---|
| Director performance‑based metrics | Not applicable; non‑employee director equity is time‑based RSUs; no TSR/financial hurdles disclosed for directors |
Other Directorships & Interlocks
| Company | Overlap/Interlock | Potential Conflict |
|---|---|---|
| Prior public boards (Ascena, Ann Inc., Beazer Homes, Acreage, Eargo) | Historical only; no current interlock disclosed | None disclosed |
| Guggenheim Securities (Senior Advisor) | Investment banking/advisory | No related‑party transactions disclosed; Audit Committee reviews/approves any related person transactions per policy |
Expertise & Qualifications
- Consumer strategy, retail and consumer marketing, and brand management from Coca‑Cola leadership roles .
- Governance leadership: Chaired Compensation Committee (FY2024); slated to chair Nominating & Corporate Governance post‑2025 Annual Meeting, overseeing ESG and succession .
- Academic governance roles at Duke Fuqua and SMU Cox .
Equity Ownership
| Holder | Shares Owned | Breakdown | % of Outstanding |
|---|---|---|---|
| Katherine Bayne | 419,997 | 239,428 common; 120,000 options exercisable within 60 days; 60,569 RSUs vesting within 60 days | 0.38% (419,997 / 110,229,634) |
| Year‑end awards outstanding | — | 120,000 options; 60,569 stock awards outstanding (unvested RSUs) | — |
- Hedging/pledging: Company policy prohibits hedging and pledging of company stock for directors and employees .
- Section 16 compliance: All required ownership reports filed since Jan 1, 2024 (no delinquencies) .
Governance Assessment
- Independence and committee leadership: Strong governance credentials (independent, chaired Compensation; moving to chair Nominating/ESG), with broad consumer expertise; Audit membership adds financial oversight exposure, though not designated as “financial expert” (designation held by Gentile and Hartung) .
- Engagement: Board/committee attendance met thresholds; however, absence from 2024 Annual Meeting is a minor engagement concern; monitor future annual meeting attendance as a signal of shareholder‑facing engagement .
- Pay and alignment: Director compensation skewed to equity via retainer election; time‑based RSUs and no hedging/pledging enhance alignment; cash fee totalability ($80k) consistent with policy (Director retainer $50k + Audit member $15k + Compensation chair $15k) .
- Conflicts/related party: No related‑party transactions disclosed involving Bayne; Audit Committee maintains a robust related‑person transaction policy and pre‑approval procedures; continued oversight appropriate given external advisory role at Guggenheim Securities .
- Compensation governance quality: Compensation Committee engaged independent consultant (Semler Brossy), reviewed peer benchmarks and risk; no interlocks or insider participation; chair transition to Hartung may shift compensation oversight emphasis, while Bayne’s move to Nominating/ESG signals prioritization of governance and succession .
- EGC status: No say‑on‑pay votes required; maintain investor engagement via transparent director pay and ownership disclosures .
RED FLAGS: Missed attendance at 2024 Annual Meeting . No other conflicts, pledging, or related‑party exposures disclosed for Bayne; Section 16 compliance clean .