Valarie Sheppard
About Valarie Sheppard
Valarie Sheppard, age 61, is a continuing director of Ibotta (IBTA) since August 2021 and has served as Interim Chief Financial Officer (CFO) since March 14, 2025. She previously served as Lead Independent Director until her CFO appointment, and before Ibotta spent 35 years at Procter & Gamble (P&G) in senior finance roles. She holds a Bachelor’s in Accounting and a Master’s in Industrial Administration from Purdue University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Procter & Gamble (P&G) | Treasurer, Controller, EVP Company Transition Leader | Apr 2019 – Mar 2021 | Led Corporate Finance, Accounting, Treasury; external reporting, planning, global biz dev; operations in 70+ countries with >$65B sales; led global implementation of major reorganization |
| Procter & Gamble (P&G) | Senior VP, Treasurer & Comptroller | Oct 2013 – Apr 2019 | Led finance functions; corporate oversight |
| Procter & Gamble (P&G) | Various finance roles | Jul 1986 – Oct 2013 | Progressive leadership in finance |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| McCormick & Company, Inc. | Director | Since Jun 2024 | Global flavor/seasonings leader |
| KDC-One | Director | Since Apr 2021 | Package design and manufacturing solutions provider |
Board Governance
- Independence: Sheppard was independent until appointed Interim CFO on Mar 14, 2025; currently not independent .
- Lead Independent Director: Served as Lead Independent Director until Mar 14, 2025; role now held by Amit N. Doshi .
- Committee assignments:
- Audit Committee: Former Chair; resigned in Mar 2025 upon CFO appointment. Current members: Doshi (Chair), Bailey, Lehrman; Doshi and Lehrman designated “financial experts” .
- Compensation Committee: Former member; resigned in Mar 2025 upon CFO appointment. Current members: Baldwin (Chair), Bailey, Lehrman .
- Nominating & Corporate Governance Committee (NCGC): Current members Doshi (Chair) and Sonsini; Stephen Bailey stepped off in Mar 2025 in connection with governance reshuffle. Sheppard is not listed as a current NCGC member .
- Attendance and engagement: Board held 10 meetings in 2024; each current director attended at least 75% of aggregate Board/committee meetings for which they served. Audit Committee held 7 meetings; Compensation Committee 6; NCGC 1 .
- Board skills: Sheppard’s matrix includes Operational Expertise, Public Company, Financial & Accounting, Risk Management & Corporate Governance, Human Capital & Talent Development .
Fixed Compensation
| Item | Amount/Terms | Period | Notes |
|---|---|---|---|
| Fees paid or earned in cash (Director) | $65,007 | FY 2024 | Director cash retainer/committee fees |
| Stock awards (Director) | $460,863 (grant-date fair value, ASC 718) | FY 2024 | RSUs; actual grant-date FV higher than IPO grant value |
| Total director compensation | $525,870 | FY 2024 | Cash + stock |
| Outside Director Cash Retainers | $40,000 annual director retainer; $25,000 Chair of Board; $25,000 Lead Independent Director; Audit Chair $20,000 / member $10,000; Compensation Chair $15,000 / member $7,500; NCGC Chair $10,000 / member $5,000 | Policy (effective IPO) | Paid quarterly; chair receives chair fee only for that committee |
Performance Compensation
| Director Equity Program | Grant Value | Vesting | Notes |
|---|---|---|---|
| Initial RSU grant upon becoming non-employee director | $400,000 (rounded to nearest share) | 1/3 annually over 3 years, service-based | Initial grants were issued at IPO for outside directors |
| Annual RSU grant at each AGM | $200,000 (rounded) | 100% on earlier of 1-year anniversary or day prior to next AGM, service-based | Requires 6 months continuous service pre-AGM |
| Change-in-control treatment (non-employee directors) | Full vest; performance goals deemed achieved at 100% | Immediate upon change in control | Applies to director awards, unless otherwise specified |
| Intended RSU grant to Sheppard at 2025 AGM (for Board service) | $200,000 | Same terms as non-employee directors | Despite Interim CFO status, Company intends to grant for Board service |
Note: Non-employee director awards are time-based; no performance metrics are tied to director compensation .
Company 2024 executive bonus plan performance metrics (context for pay-for-performance design):
| Metric | Weight | Outcome/Payout | Period |
|---|---|---|---|
| Adjusted EBITDA | 50% | 97% of target bonus paid (for those employed at year-end) | FY 2024 |
| Revenue | 50% | 97% of target bonus paid (for those employed at year-end) | FY 2024 |
Other Directorships & Interlocks
| Entity | Overlap/Interlock | Potential Conflict Status |
|---|---|---|
| McCormick & Company, Inc. | CPG brand; Ibotta works with 2,600+ CPG brands | No related-party transactions disclosed with McCormick; none noted in proxy – |
| KDC-One | Packaging/manufacturing | No related-party transactions disclosed with KDC-One; none noted in proxy – |
Expertise & Qualifications
- Senior finance leadership at P&G, overseeing corporate finance, accounting, treasury, external reporting, planning, and global business development across 70+ countries with >$65B annual sales; led significant organizational restructuring .
- Public company board experience (McCormick) and manufacturing sector experience (KDC-One) .
- Education: Bachelor’s in Accounting; Master’s in Industrial Administration (Purdue University) .
- Board skills: Financial & Accounting; Risk & Corporate Governance; Operational Expertise; Public Company; Human Capital & Talent Development .
Equity Ownership
| Component | Amount | As of/Period | Notes |
|---|---|---|---|
| Beneficial ownership (Class A) | 32,900 shares (*) | Mar 15, 2025 | “*” denotes less than 1% ownership/voting power |
| Options exercisable within 60 days | 31,385 shares | Mar 15, 2025 | Included in beneficial ownership calc |
| RSUs vesting/settling within 60 days | 1,515 shares | Mar 15, 2025 | Included in beneficial ownership calc |
| Outstanding options (unexercised) | 40,810 shares | Dec 31, 2024 | Director table of outstanding awards |
| Outstanding stock awards (unvested RSUs) | 4,545 shares | Dec 31, 2024 | Director table of outstanding awards |
| Hedging/pledging policy | Prohibited (short sales, options, derivatives, pledging, margin accounts) | Policy | Applies to directors/officers/employees |
Governance Assessment
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Strengths:
- Deep finance and governance expertise from P&G; adds financial rigor to Board oversight .
- Prior service as Lead Independent Director and Audit Committee Chair enhances credibility on controls/cyber/risk oversight .
- Strong alignment via meaningful director equity; majority of 2024 director pay was equity-based ($460,863 stock awards vs. $65,007 cash) supporting shareholder alignment .
- Robust governance policies: clawback policy; insider trading prohibitions; active committee oversight; use of independent comp consultant (Compensia) with no conflicts identified .
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Watch items / RED FLAGS:
- Independence compromised: Appointment as Interim CFO (Mar 14, 2025) means Sheppard is no longer independent; resigned from committees accordingly. Role duality (officer + director) reduces independent oversight until a permanent CFO is appointed .
- Controlled company with dual-class voting: Founder/CEO holds majority voting power via Class B, limiting shareholder influence on elections and governance outcomes. While IBTA does not currently rely on controlled-company exemptions, the status elevates governance risk if the exemption is used later .
- Potential interlocks: McCormick is within Ibotta’s CPG ecosystem. No related-party transactions disclosed with McCormick/KDC-One, but continued monitoring is warranted for conflicts if commercial relationships emerge –.
-
Engagement:
- Attendance met Company’s threshold (≥75% for all directors in 2024); committee activity was substantive (Audit 7 meetings, Compensation 6, NCGC 1) .
-
Compensation structure:
- Director pay predominantly equity; annual RSU grants time-based with change-in-control full vesting at 100% of target. No performance metrics tied to director awards, consistent with typical outside director programs .
- Company-level incentive design (for executives) linked to revenue and Adjusted EBITDA, with 2024 payout at 97% of target—supports broader pay-for-performance culture, though not directly applicable to director pay .
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Compliance/insider reporting:
- Late Section 16 filings noted for other insiders and entities; none specifically cited for Sheppard in FY2024 disclosures .