Elizabeth Axelrod
About Elizabeth L. Axelrod
Elizabeth L. Axelrod (age 62) is an independent director of Heidrick & Struggles International, Inc. (HSII) since 2016, serving as Chair of the Human Resources and Compensation Committee (HRCC) and a member of the Nominating and Board Governance Committee (NGC) . She is a seasoned human capital executive with senior leadership roles at Airbnb, eBay, WPP, and McKinsey, and brings a data-driven talent management and digital mindset to HSII’s board . The board held six meetings in 2024, directors attended the annual meeting, and overall board/committee attendance was high (directors attended 99% of meetings) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Airbnb, Inc. | Global Head of Employee Experience | 2017–2021 | Led employee experience at a scaled digital platform; relevant to talent and culture oversight |
| eBay, Inc. | Senior Vice President, Human Resources | 2005–2015 | Enterprise HR leadership; analytics-driven talent management |
| WPP plc | Chief Talent Officer | 2002–2005 | Global talent strategy in professional services context |
| McKinsey & Company | Partner | 1989–2002 | Professional services leadership; advisory skill set |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| YETI Holdings, Inc. (NYSE: YETI) | Director | 2023–present | Current public company board service |
| WPP plc | Director (Past Public Board Service) | 2002–2005 | Past public board service |
Board Governance
- Independence: Board determined Axelrod is independent under Company standards and Nasdaq rules .
- Committee assignments: HRCC Chair; NGC member .
- Attendance and engagement: Board held 6 meetings in 2024; each director attended at least 75% of meetings during tenure; all directors attended the 2024 annual meeting; aggregate attendance was 99% .
- Board leadership: HSII has an independent Chair (Adam Warby), regular executive sessions, and annual board/committee self-assessments and peer evaluations .
| Committee | Role | Meetings in 2024 |
|---|---|---|
| Human Resources & Compensation (HRCC) | Chair | 8 |
| Nominating & Board Governance (NGC) | Member | 5 |
Fixed Compensation
| Component | Amount/Detail | 2024 Value |
|---|---|---|
| Annual cash retainer (directors) | Increased from $85,000 to $90,000 effective May 23, 2024 | Policy detail |
| Committee chair fee (HRCC) | $30,000 | $30,000 |
| Cash fees actually earned (Axelrod) | Annual retainer plus HRCC chair fee (reflects pro-ration across increase dates) | $118,036 |
| Annual equity grant (directors) | Directors elect common stock or RSUs; RSUs unvested until director retires | Program description |
| Equity grant detail (Axelrod 2024) | 4,188 shares of common stock at $35.81 (grant on May 23, 2024) | $149,972 |
| Total 2024 director compensation (Axelrod) | Cash + equity | $268,008 |
| Deferral elections | Directors may defer up to 100% of cash under VDC Plan; no deferral noted for Axelrod | Program detail |
Performance Compensation
Directors do not have performance-based compensation; equity is delivered as common stock or RSUs (RSUs vest upon retirement) and no director performance metrics are applied to pay .
| Performance Metric | Applies to Director Compensation? | Notes |
|---|---|---|
| TSR, EBITDA, revenue, ESG | No | Director equity is time/retirement-based, not performance-based |
Other Directorships & Interlocks
| Company | Relationship | Potential Interlock/Notes |
|---|---|---|
| Airbnb, Inc. | Prior employer (Global Head of Employee Experience) | Current HSII director Vijaya Kaza is Airbnb CSO & VP Engineering (since 2019), indicating shared prior affiliation; no related-party transactions disclosed |
| YETI Holdings, Inc. | Current public company board | No HSII-related transaction exposure disclosed |
Expertise & Qualifications
- Human capital and professional services expertise; data analytics in talent management; digital/product mindset from eBay and Airbnb experience .
- Governance acumen as HRCC Chair; oversight of executive compensation, clawbacks, consultant independence, and stock ownership guidelines .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Notes |
|---|---|---|---|
| Elizabeth L. Axelrod | 38,859 | <1% | Beneficial ownership includes certain RSUs/shares as defined; directors must own 5x cash retainer within three years; all directors satisfied or on track as of Mar 27, 2025 |
Governance Assessment
- Committee leadership: As HRCC Chair, Axelrod oversees CEO compensation, executive incentive plans, clawback policies, and pay risk assessments; HRCC uses independent consultant Semler Brossy (affirmed independent, no conflicts) .
- Pay structure and alignment: Director pay blends cash and equity; annual equity typically $150,000 with election of RSUs or common stock; RSUs vest upon retirement, reinforcing longer-term alignment without short-term performance gaming .
- Independence & conflicts: Board affirmed Axelrod’s independence; HSII reported no related party transactions since January 1, 2024; policies cover conflicts review through NGC and AFC .
- Stock ownership & conduct: Directors have 5x retainer ownership guidelines; all directors satisfied/on track; HSII prohibits hedging/pledging for directors/officers/employees, supporting alignment and risk control .
- Board effectiveness signals: High attendance (99% overall), independent Chair, regular executive sessions, annual self-assessments and peer evaluations; committee charters with clear oversight of strategy, risk, audit, governance, human capital .
RED FLAGS
- None disclosed: No related-party transactions; no hedging/pledging; no excise tax gross-ups; director pay lacks discretionary performance-linked elements that could mask misalignment .