Amanda Baldwin
About Amanda Baldwin
Amanda Baldwin, age 46, is an independent director of Ibotta, Inc. (IBTA) serving since August 2021; she chairs the Compensation Committee and is nominated to continue as a Class I director through 2028 . She is CEO and a director of Olaplex Holdings (since December 2023) and formerly CEO of Supergoop (2016–2023), with prior senior roles at L Catterton, Dior Beauty North America (LVMH), and Clinique; she holds an MBA from Wharton and an AB from Harvard . Her core credentials center on marketing and management, with board skills spanning CEO experience, operational expertise, marketing/digital media, product/adtech, public company, finance/accounting, and human capital .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Supergoop LLC | Chief Executive Officer | Aug 2016–Nov 2023 | Led brand growth; consumer marketing expertise |
| L Catterton | Senior Vice President | Prior to 2016 | Investor/operator collaboration; beauty sector focus |
| Dior Beauty North America (LVMH) | Led omnichannel marketing strategy | Prior to L Catterton | Omnichannel execution; brand strategy |
| Clinique (Estée Lauder) | Various positions | Prior | Consumer marketing and brand management |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Olaplex Holdings (NASDAQ: OLPX) | Chief Executive Officer and Director | Since Dec 2023 | Public company board service |
| KIPP NYC | Director | Current | Charter school network governance |
Board Governance
- Committee assignments: Compensation Committee Chair; other members include Stephen Bailey and Thomas D. Lehrman (Lehrman appointed March 2025; Sheppard resigned upon becoming Interim CFO) .
- Independence: Board determined Baldwin (and a majority of directors) meet NYSE independence standards; IBTA is a “controlled company” (Class B majority voting held by CEO Bryan Leach) but does not currently rely on governance exemptions .
- Attendance: Board held 10 meetings in 2024; each current director attended at least 75% of Board and applicable committee meetings; Audit Committee held 7, Compensation 6, NCGC 1 .
- Board leadership: Combined Chair/CEO (Bryan Leach) with a Lead Independent Director (Amit Doshi since March 2025); independent directors meet regularly in executive session .
- Voting structure: Class A = 1 vote/share; Class B = 20 votes/share; Class B fully beneficially held by Bryan Leach/affiliates .
Fixed Compensation
| Component | Policy / Actual | Amount | Notes |
|---|---|---|---|
| Annual Board/Committee cash retainer (outside directors) | Policy retainer | $40,000 | Paid quarterly in arrears, subject to proration |
| Compensation Committee Chair fee | Policy | $15,000 | Chair receives chair fee only (not member fee) |
| Compensation Committee member fee | Policy | $7,500 | Non-chair member fee |
| Audit Committee Chair/member | Policy | $20,000 / $10,000 | Chair/member annual retainers |
| Nominating & Governance Chair/member | Policy | $10,000 / $5,000 | Chair/member annual retainers |
| Lead Independent Director | Policy | $25,000 | Annual retainer |
| Baldwin – Cash fees (2024) | Actual | $38,653 | Total cash earned in FY2024 |
Performance Compensation
| Component | Grant Basis / Vesting | Amount / Shares | Notes |
|---|---|---|---|
| Initial RSU grant (post-IPO) | $400,000 value; vests 1/3 annually over 3 years, subject to service | N/A (shares determined by IPO pricing) | Granted immediately after IPO completion |
| Annual director RSU grant | $200,000 value; 100% vests on earlier of 1 year or day prior to next annual meeting, subject to service | N/A (shares rounded to nearest whole share) | Granted on date of each annual shareholder meeting |
| Change-in-control (director awards) | 100% vesting; performance awards deemed at 100% target unless specified otherwise | Policy provision | Applies to director equity awards |
| Baldwin – Stock awards (2024) | Aggregate grant-date fair value | $460,863 | ASC 718 fair value of 2024 grants |
| Baldwin – Outstanding stock awards (12/31/2024) | Unvested stock awards | 4,545 shares | As of FY2024 year-end |
| Baldwin – Options outstanding (12/31/2024) | Options (exercisable/unexercisable aggregate) | 40,810 | As of FY2024 year-end; strike/expiry not disclosed in director table |
| Annual director comp cap | Maximum combined cash+equity per fiscal year | $750,000 (or $1,000,000 in first year) | Policy cap based on grant-date fair value |
No director-specific performance metrics (e.g., EBITDA/TSR) are tied to outside director compensation; equity awards are time-based under the Outside Director Compensation Policy .
Other Directorships & Interlocks
| Company | Relationship to IBTA | Interlock/Transactions |
|---|---|---|
| Olaplex Holdings | No IBTA-related party transaction disclosed | None disclosed involving Baldwin |
| KIPP NYC | Non-profit; no IBTA transaction | None disclosed |
Expertise & Qualifications
- Education: MBA (Wharton), AB (Harvard) .
- Domain expertise: Marketing, brand-building, omnichannel digital strategy; CEO/operator background; finance/accounting literacy; human capital .
- Board skills matrix: CEO Experience; Operational Expertise; Marketing & Digital Media; Product & AdTech; Public Company; Financial & Accounting; Human Capital & Talent Development .
Equity Ownership
| Holder | Class A Shares | Class B Shares | Derivatives (within 60 days) | Ownership % |
|---|---|---|---|---|
| Amanda Baldwin | 1,515 RSUs scheduled to vest/settle within 60 days; 31,385 options exercisable within 60 days | — | 31,385 options; 1,515 RSUs | <1% (denoted “*”) |
| Baldwin – Unexercised/Unvested (12/31/2024) | 4,545 stock awards unvested; 40,810 options outstanding | — | — | — |
- Shares pledged/hedging: IBTA’s Insider Trading Policy prohibits short sales, hedging, pledging, and margin accounts for directors, officers, and employees .
- Ownership guidelines: Director stock ownership guidelines not disclosed in the proxy; RSU program supports equity alignment .
Governance Assessment
- Independence and role: Baldwin is an independent director and serves as Compensation Committee Chair, a critical governance position overseeing executive pay, with meetings held six times in 2024 .
- Use of independent advisers: Compensation Committee engaged Compensia; Committee assessed consultant independence and no conflicts of interest, aligning with best practice .
- Attendance/engagement: Board met 10 times in 2024; all directors met at least 75% attendance across Board/committees, signaling engagement amidst controlled company dynamics .
- Controlled company risk: Majority voting power resides with CEO via Class B shares; IBTA currently does not rely on NYSE controlled-company exemptions, but the status can limit minority shareholder influence over director elections and key transactions .
- Equity alignment and guardrails: Outside Director RSU grants ($400k initial; $200k annual) and a policy cap ($750k/$1,000k first year) provide material equity exposure while capping pay inflation; change-in-control provisions accelerate director awards, which investors should monitor for potential misalignment in event-driven scenarios .
- Conflicts/related parties: No related-party transactions disclosed involving Baldwin; IBTA’s Audit Committee reviews RPTs under a formal policy, with disclosed relationships primarily involving other directors or large holders (e.g., Wilson Sonsini, Walmart warrant) .
- Risk controls: Prohibitions on hedging/pledging enhance alignment; regular executive sessions and a Lead Independent Director structure provide oversight within a combined Chair/CEO context .