Michael Barkley
About Michael Barkley
Michael Barkley, age 58, has served as an independent director of The Honest Company, Inc. (HNST) since December 2023. He is a former CEO of KIND LLC (2018–2021) and previously held senior roles at Boulder Brands (President) and Pinnacle Foods (Chief Marketing Officer). He earned a B.S. in Commerce from the University of Virginia and an MBA from the University of North Carolina . The Board has determined he is independent under Nasdaq standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| KIND LLC | Chief Executive Officer | 2018–2021 | Led consumer-packaged goods expansion |
| Boulder Brands | President | Not disclosed | Senior operating leadership |
| Pinnacle Foods, Inc. | Chief Marketing Officer | Not disclosed | Brand and marketing leadership |
| MJB Advisory LLC | Independent PE Advisor | Since May 2023 | Advises high-growth food & beverage brands |
External Roles
| Organization | Role | Type | Tenure |
|---|---|---|---|
| Ignatian Solidarity Network | Board Member | Non-profit | Current |
Board Governance
- Committee memberships (FY 2024): Compensation Committee (member) and Nominating & Corporate Governance Committee (member) .
- Chairs: Not a chair. Audit Committee chaired by Susan Gentile; Compensation chaired by Katherine Bayne (transition to Jack Hartung as chair post-2025 AGM); Nominating & Corporate Governance chaired by James D. White (transition to Katherine Bayne post-2025 AGM) .
- Independence: Independent director (Nasdaq definition) .
- Attendance: Board met 4 times in FY 2024; each member attended ≥75% of Board and committee meetings; each committee met 4 times .
- Board leadership: Independent Chair (James D. White); executive sessions at every regularly scheduled Board and committee meeting .
- Risk oversight: Audit reviews financial/compliance/cyber risks and related party transactions; Nominating & Corporate Governance oversees governance/succession/ESG; Compensation monitors risk in pay plans .
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | 4,076 | 50,951 |
| Stock Awards ($) | 408,126 | 166,565 |
| Total ($) | 412,202 | 217,516 |
- Non-Employee Director Compensation Policy cash retainers (structure): Director $50,000; Audit member $15,000 / chair $20,000; Compensation member $7,500 / chair $15,000; Nominating & Corporate Governance member $5,000 / chair $10,000; Board Chair $125,000; Lead Independent Director $70,000 .
Performance Compensation
- Equity awards are time-based RSUs; non-employee directors do not have performance-vesting awards or incentive metrics tied to TSR/EBITDA (RSUs vest on time and accelerate upon certain events) .
| RSU Grant (Director) | Grant Date | Shares (#) | Grant Date Fair Value ($) | Vesting |
|---|---|---|---|---|
| Annual Grant | 2024 | 60,569 | 166,565 | Fully vests by next AGM or 1-year anniversary |
| Initial + Annual Grants | 2023 | 51,659; 112,908 | 128,114; 280,012 | Initial: 3 annual tranches; Annual: fully vests by next AGM or 1-year anniversary |
- Change-in-control provisions (director RSUs): All unvested RSUs fully vest upon death/disability or immediately prior to a change in control (single-trigger for directors) .
Executive annual bonus metrics (for context on pay-for-performance governance): FY 2024 STIP = 50% net revenue & adjusted EBITDA; 50% four operating priorities (retail distribution, operational efficiency, innovation pipeline, organizational effectiveness); payout achieved 121.9% of target for NEOs (directors do not participate) .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None disclosed for Barkley |
| Compensation Committee interlocks | None; no member served as an executive officer of HNST; no reciprocal interlocks disclosed |
| Related-party interlocks | None disclosed involving Barkley |
Expertise & Qualifications
- Consumer-packaged goods executive leadership (KIND CEO; Boulder Brands President; Pinnacle CMO) .
- Education: B.S. Commerce (University of Virginia); MBA (University of North Carolina) .
- Governance: Active on Compensation and Nominating & Corporate Governance Committees; independence affirmed .
Equity Ownership
| Ownership Snapshot (Record Date: Mar 31, 2025) | Shares | Notes |
|---|---|---|
| Common stock (direct/indirect) | 89,295 | Direct holdings |
| RSUs vesting within 60 days | 60,569 | Short-term vesting |
| Total beneficial ownership | 149,864 | <1% of outstanding |
| Shares outstanding (HNST) | 110,229,634 | Reference denominator |
| Stock Awards Outstanding at Year End | FY 2023 | FY 2024 |
|---|---|---|
| RSUs outstanding (unvested) | 164,567 | 135,841 |
- Insider trading policy: Prohibits short sales, margin accounts, pledging, and derivatives/hedging in company stock .
- Section 16 compliance: No delinquent filings reported for Barkley; all Section 16(a) requirements complied since Jan 1, 2024 (company-wide) and Barkley not listed among delinquencies in 2023 .
Governance Assessment
- Board effectiveness: Independent chair; strong committee structure; annual self-assessments; executive sessions; clear risk oversight allocation — all positive signals for governance quality .
- Independence & engagement: Barkley is independent and served on two key committees; Board and committees met regularly with ≥75% attendance standard met across directors in FY 2024 .
- Compensation oversight: Use of independent compensation consultant (Semler Brossy) and structured pay metrics for executives; non-employee director pay is modest and primarily equity-based, aligning directors with long-term shareholder value .
- Ownership alignment: Barkley holds 149,864 shares/RSUs in aggregate (<1%); director RSUs time-based and accelerate on CoC only for directors, which is standard; hedging/pledging prohibited (alignment safeguard) .
- Related-party risk: No related-party transactions disclosed involving Barkley; Audit Committee reviews RPTs .
- Say-on-Pay context: As an emerging growth company, HNST is exempt from say-on-pay/say-on-frequency votes, reducing shareholder advisory feedback on pay — not a red flag but noteworthy .
Red Flags
- None identified specific to Barkley: no attendance issues, no interlocks, no related-party transactions, and compliance with insider reporting noted .