Mary Bear
About Mary E. G. (“Meg”) Bear
Independent director at Heidrick & Struggles (HSII) since 2021; age 53 (2025). Bear is a technology product leader and former President & Chief Product Officer of SAP SuccessFactors (2021–2023), with prior senior roles at Juvo, Imperva, and Oracle spanning product, engineering, data, cloud services, and HCM development. She serves on the Human Resources & Compensation Committee (HRCC) and is affirmed independent under HSII’s Director Independence Standards and Nasdaq rules. No current or prior public company board service is disclosed for Bear in HSII’s proxy materials.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| SAP SuccessFactors | President & Chief Product Officer | 2021–2023 | Led global product strategy and execution |
| SAP SuccessFactors | Product & Engineering Leader | 2019–2021 | Technology-driven growth initiatives |
| Juvo Mobile Inc. | SVP, Product, Data & Engineering | 2018–2019 | Data and product leadership at a mobile analytics firm |
| Meg Bear Advisory | Consultant | 2017–2018 | Digital transformation and startup advisory |
| Imperva, Inc. | SVP & GM, Cloud Services | 2015–2016 | Cloud services business leadership |
| Oracle Corporation | Group VP, Social Cloud | 2012–2015 | Social cloud products |
| Oracle Corporation | VP, HCM Development | 2005–2012 | Human capital management development |
External Roles
| Category | Organization | Role | Tenure |
|---|---|---|---|
| Current public company boards | None | — | — |
| Prior public company boards | None | — | — |
Board Governance
- Committee assignments (2024 activity): HRCC member; not a committee chair. Board committees met AFC: 6, HRCC: 8, NGC: 5 in 2024.
- Independence: The Board determined Bear is independent under HSII’s standards and Nasdaq rules.
- Attendance: The Board held six meetings in 2024; each director attended at least 75% of Board and committee meetings during tenure, and all directors attended the 2024 annual meeting. HSII reports directors attended 99% of meetings.
- Board leadership: Independent Chair (Adam Warby) structure with regular executive sessions for independent directors.
Fixed Compensation (Non-Employee Director Program; 2024)
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (program benchmark) | $90,000 | Increased from $85,000 effective May 23, 2024 |
| Fees earned or paid in cash (Bear, 2024) | $88,036 | 25% deferred under Voluntary Deferred Compensation (VDC) Plan |
| Committee chair fee (HRCC chair) | $30,000 | Not applicable to Bear; applies to HRCC chair |
| Committee chair fee (AFC chair) | $30,000 | Not applicable to Bear |
| Committee chair fee (NGC chair) | $20,000 | Not applicable to Bear |
| Board Chair annual cash retainer | $125,000 | Not applicable to Bear (independent Chair compensation level) |
| Meeting fees | None disclosed | Program emphasizes retainers and equity |
Performance Compensation (Equity; 2024)
| Award Type | Grant Date | Shares/Units | Grant-Date Fair Value | Vesting | Share Price Basis | Notes |
|---|---|---|---|---|---|---|
| RSUs | May 23, 2024 | 4,188 | $149,972 | RSUs vest upon retirement from the Board | $35.81 closing price | Directors elect common stock or RSUs; program value increased from $135k to $150k in 2024 |
No options or performance share (PSU) awards are disclosed for non-employee directors; equity awards are time-based RSUs or common stock with director-elected form, not tied to operating metrics.
Other Directorships & Interlocks
| Type | Company | Relationship/Notes |
|---|---|---|
| Public company interlocks | None disclosed | No current or prior public boards disclosed for Bear |
Expertise & Qualifications
- Strategic and operational leadership across product management, engineering, and technology-driven growth; experience scaling global tech solutions at SAP, Oracle, Imperva, and Juvo.
- Roles span business strategy, product development, M&A, and market acceleration; described as patent holder, keynote speaker, TEDx host, startup advisor/investor.
- Fits HSII Board skills focus areas in human capital and technology/digital per biographies; serves on HRCC aligned with talent and compensation oversight.
Equity Ownership
| Metric | Mar 30, 2023 | Mar 28, 2024 | Mar 27, 2025 |
|---|---|---|---|
| Beneficial ownership (shares incl. eligible RSUs) | 3,950 | 12,188 | 16,376 |
| Ownership % of outstanding | <1% (*) | <1% (*) | <1% (*) |
| RSU status | RSUs counted per proxy methodology | RSUs counted per proxy methodology | RSUs counted per proxy methodology |
| Hedging/pledging | Prohibited by HSII policy for directors/officers/employees | Prohibited | Prohibited |
(*) Represents holdings of less than 1% per proxy tables.
Stock ownership guidelines for directors: required to own five times annual cash retainer within three years of joining; as of March 27, 2025, all non-employee directors have satisfied or are on track to meet guidelines.
Governance Assessment
- Independence and conflicts: Bear is affirmed independent; HSII reports no related party transactions requiring approval since Jan 1, 2024; conflicts are overseen by NGC and AFC with formal policies.
- Attendance and engagement: Board met six times in 2024; directors collectively attended 99% of meetings; each director met at least 75% attendance; Bear serves on HRCC, a high-engagement committee overseeing compensation, talent management, and succession planning.
- Compensation alignment: Director pay mix balances cash retainer and equity; Bear elected RSUs, which vest only upon retirement, reinforcing long-term alignment; VDC Plan allows deferral (Bear deferred 25%).
- Risk indicators and policies: HSII maintains robust clawback policies (Dodd-Frank compliant and misconduct), prohibits hedging and pledging, and utilizes an independent compensation consultant (Semler Brossy) for director pay benchmarking—positive governance signals.
RED FLAGS
- None identified in proxy disclosures specific to Bear: no related party transactions, no disclosed hedging/pledging, no attendance shortfalls reported. Continued monitoring warranted given board refresh dynamics and M&A context at HSII.