Ellen Taaffe
About Ellen C. Taaffe
Independent director since July 2015; age 63. Clinical Professor of Management & Organizations at Northwestern University’s Kellogg School of Management (since 2016), with prior senior brand roles at Whirlpool, Royal Caribbean, and PepsiCo, and President of Ravel (formerly Smith-Dahmer Associates) from 2010–2015. Serves on HOFT’s Audit, Compensation, and Nominating & Corporate Governance (NCG) Committees; previously chaired NCG (2017–2023). NACD Certified Corporate Director; deemed independent under NASDAQ standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ravel (formerly Smith-Dahmer Associates LLC) | President | 2010–2015 | Brand & product strategy leadership |
| Whirlpool; Royal Caribbean; PepsiCo | Senior brand management executive | Not disclosed | Consumer durables and travel/leisure brand leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| John B. Sanfilippo & Son, Inc. (JBSS) | Lead Independent Director | Since 2011 | Chair, Compensation & Human Resources; member, Audit and Nominating & Governance |
| AARP Services, Inc. | Board Chair | Since 2018 | Past Chair, Nominating & Governance; member, Compensation & Talent Management and Health Products Quality |
| Northwestern Kellogg School | Clinical Professor | Since 2016 | Academic leadership; executive coaching |
Board Governance
- Committee assignments: Audit (member), Compensation (member), NCG (member); prior NCG Chair (2017–2023).
- Independence: Board and NCG determined Taaffe is independent under NASDAQ listing standards.
- Attendance & engagement: Board met 4 times in fiscal 2025; Audit 4; Compensation 4; NCG 5. Each incumbent director attended at least 75% of Board and committee meetings; all directors attended last year’s annual meeting. Independent directors hold executive sessions at each Board meeting.
- Board leadership: Independent Board Chair; “committees of the whole” approach for independent directors promotes comprehensive oversight.
- Related-party oversight: Audit Committee reviews and approves related party transactions; none in fiscal 2025.
Fixed Compensation (Director)
| Component | Amount | Notes |
|---|---|---|
| Annual Board cash retainer | $55,000 | Paid June 2024 for 2024–2025 service year |
| Committee Chair fee(s) | $0 | Not a current chair; chair fees: Audit $15,000, Compensation $10,000, NCG $10,000 |
| Board Chair stipend | $0 | Board Chair receives $30,000 (not applicable to Taaffe) |
| Meeting fees | Not disclosed | Compensation components unchanged for 2024–2025 service year |
| Total cash fees (FY2025 disclosure) | $55,000 | HOFT director compensation table |
Performance Compensation (Director Equity)
| Grant Date | Shares | Grant-Date Fair Value ($) | Vesting Condition | Vest Date/Trigger |
|---|---|---|---|---|
| June 7, 2024 (annual director award) | 4,707 (unvested as of Feb 2, 2025) | $70,000 | Vest at next annual meeting if still serving; earlier upon death/disability/change in control; deferral election allowed; anti-hedging/pledging policy applies | Next annual meeting date following grant; or earlier on specified triggers |
- Directors may defer receipt of shares beyond vest date to a specified date/age or termination; deferred awards remain unsecured Company obligations until delivery. Hedging (including zero-cost collars/forwards), derivatives, margin, and pledging of shares are prohibited.
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Compensation Committee interlocks | None; no executive officer served on a compensation committee or board employing HOFT Committee members. |
| Related-party transactions | None in fiscal 2025. |
Expertise & Qualifications
- Board matrix skills: Industry experience (Home Durables), Corporate Governance, Marketing/Product Development, M&A, Retail/Consumer, Strategic Planning; Public Company Executive Experience.
- Governance credentials: NACD Certified Corporate Director.
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership (Apr 7, 2025) | 23,833 shares; sole voting power over 23,833; sole disposition power over 19,126 |
| Ownership as % of shares outstanding | <1% (star in proxy table) |
| Unvested restricted stock (director award) | 4,707 shares (as of Feb 2, 2025) |
| Pledged or hedged shares | Prohibited by policy; no pledging disclosed |
| Director ownership guidelines | Required to hold shares equal to 3x annual cash compensation; 6-year window; all directors ≥6 years met guidelines (Taaffe qualifies) |
Insider Trading Compliance
| Item | Status |
|---|---|
| Section 16(a) filings (FY2025) | All directors/officers timely; no delinquent reports noted |
Governance Assessment
- Strengths: Long-tenured, independent director (since 2015) with deep consumer/brand experience and governance leadership (prior NCG Chair at HOFT; LID and comp chair at JBSS). Active on all key committees at HOFT with documented attendance and participation; independent executive sessions enhance oversight. Strong alignment via equity retainer with robust anti-hedging/pledging policy and director ownership guidelines met. No related-party transactions; compensation committee interlocks absent; Section 16 compliance clean.
- Potential watch items: Ownership is <1% of outstanding shares (typical for directors); ensure continued equity-based alignment through annual grants and adherence to 3x cash retainer guideline. Monitor time commitments across external roles for potential bandwidth constraints—no conflicts disclosed, but ongoing vigilance warranted.
- Broader signals: 2024 say-on-pay support was >98%, indicating investor confidence in HOFT’s compensation governance framework; independent consultant (Pearl Meyer) evaluated with no conflicts enhances credibility of pay design.
Appendix: Board Activity Snapshot (Fiscal 2025)
| Body | Meetings Held | Notes |
|---|---|---|
| Board of Directors | 4 | All directors ≥75% attendance; independent executive sessions each meeting |
| Audit Committee | 4 | Independent; Henson Chair; RPT oversight; cybersecurity risk oversight |
| Compensation Committee | 4 | Independent; Duey Chair; uses independent consultant; no interlocks |
| NCG Committee | 5 | Independent; Jackson Chair; succession planning; board composition; annual self-assessment |