Stacey Rauch
About Stacey Rauch
Stacey Rauch, 67, has served on Heidrick & Struggles’ Board since 2019 and is an independent director. A former McKinsey Senior Partner and Head of the North American Retail & Apparel Practice, she brings strategic leadership and deep governance experience; at HSII she chairs the Nominating and Board Governance Committee and serves on the Audit & Finance Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| McKinsey & Company | Senior Partner Emeritus | 2010–present | Strategic leadership and consulting expertise |
| McKinsey & Company | Senior Partner | 1998–2010 | Led major client engagements |
| McKinsey & Company | Head, North American Retail & Apparel Practice | 2001–2008 | Sector leadership; retail domain expertise |
| McKinsey & Company | Partner | 1993–1998 | Client service and practice development |
| McKinsey & Company | Associate | 1986–1993 | Early consulting career foundation |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Carter’s Inc. (NYSE: CRI) | Director | 2022–present | Current public board service |
| Fiesta Restaurant Group (Nasdaq: FRGI) | Director; Chair | 2012–2023; Chair 2017–2023 | Past board leadership |
| Land Securities Group PLC (LSE: LAND.L) | Director | 2012–2021 | Past public board service |
| Ascena Retail Group, Inc. (Nasdaq: ASNA) | Director | 2017–2021 | Past public board service |
| CEB, Inc. (NYSE: CEB) | Director | 2014–2017 | Past public board service |
| Ann, Inc. (NYSE: ANN) | Director | 2011–2015 | Past public board service |
Board Governance
- Committee assignments: Audit & Finance Committee (member); Nominating and Board Governance Committee (Chair) .
- 2024 committee meeting counts: AFC 6; HRCC 8; NGC 5 .
- Independence: Board determined Ms. Rauch and other non-employee directors are independent under HSII’s standards and Nasdaq rules .
- Attendance: Board held six meetings in 2024; each director attended at least 75% of aggregate Board and committee meetings during tenure; proxy summary notes directors attended 99% of meetings overall .
- Risk oversight: AFC oversees financial reporting, compliance, internal controls and reviews related party transactions; NGC oversees governance effectiveness, succession, director compensation, and sustainability oversight .
- Executive sessions: Regular executive sessions for independent directors are part of governance framework .
Fixed Compensation
| Period | Cash Retainer ($) | Committee Chair Fee ($) | Notes |
|---|---|---|---|
| FY 2024 | $108,036 | $20,000 (NGC Chair) | Disclosed cash fees include chair retainer; standard director cash retainer increased from $85,000 to $90,000 effective May 23, 2024 . |
Performance Compensation
| Period | Stock Award Type | Grant Date | Shares/Units | Fair Value ($) | Vesting/Terms |
|---|---|---|---|---|---|
| FY 2024 | Shares (elected vs RSUs) | May 23, 2024 | 4,188 shares | $149,972 | Standard director equity increased from $135,000 to $150,000 in 2024; directors can elect RSUs (unvested until retirement) or common shares; Ms. Rauch elected shares . |
Director equity awards are not tied to performance metrics; RSUs vest upon retirement from the Board, whereas common stock grants are delivered as shares. No director performance metrics are disclosed for non-employee director awards .
Other Directorships & Interlocks
| Company | Relationship to HSII | Potential Interlock/Conflict Indicator |
|---|---|---|
| Carter’s Inc. (CRI) | External public company directorship | No HSII-related party transactions disclosed; NGC reviews other board memberships and limits . |
| Fiesta Restaurant Group; Land Securities; Ascena; CEB; Ann, Inc. | Prior public company boards | Historical roles; no HSII related-party transactions requiring approval in 2024 . |
Expertise & Qualifications
- Strategic leadership and public company governance experience; international business leader background .
- Audit & Finance Committee service supports financial oversight and risk governance; AFC members are independent and financially sophisticated under Nasdaq rules .
- Board composition matrix emphasizes skills across technology/digital, human capital, financial literacy; NGC updated board skill matrix aligned with strategy .
Equity Ownership
| As of Date | Beneficial Ownership (Shares) | % of Shares Outstanding | Ownership Guidelines | Hedging/Pledging Policy |
|---|---|---|---|---|
| March 27, 2025 | 24,764 | <1% (*) | Directors must own 5x annual cash retainer within 3 years; as of March 27, 2025, each non-employee director has either satisfied or is on track to comply . | Hedging and pledging of Heidrick stock prohibited since 2013; margin accounts and collateral pledges are banned . |
(*) Represents holdings of less than 1% .
Governance Assessment
- Positive signals: Independent status; NGC Chair role and AFC membership enhance board effectiveness and oversight; strong governance frameworks (clawbacks, stock ownership guidelines, prohibitions on hedging/pledging); no related party transactions requiring approval in 2024 .
- Engagement: Board met six times in 2024; directors attended 99% of meetings overall; committees met regularly (AFC 6; NGC 5) indicating active oversight .
- Alignment: 2024 director pay mix combines cash and equity; Ms. Rauch elected common shares (4,188) with fair value $149,972 alongside cash fees of $108,036 including NGC chair fee, supporting equity alignment with shareholders .
- Potential conflicts/RED FLAGS: None disclosed—no related party transactions; NGC/AF C policies cover conflict review and resolution; hedging/pledging prohibited. Continued monitoring of other public board service is appropriate but no conflicts are identified in HSII disclosures .