Mary Lou Kelley
Kraft HeinzAbout Mary Lou Kelley
Independent director appointed to the Kraft Heinz board on October 22, 2025, bringing 25+ years of retail, e‑commerce, and brand marketing leadership, including senior roles at Best Buy, Chico’s FAS, and L.L. Bean. The company describes her as a “New Independent Director,” with no related‑party transactions reportable under Item 404(a), and she will be compensated under KHC’s standard non‑employee director program. Age and education were not disclosed in filings. Tenure at KHC begins October 22, 2025.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Best Buy Co., Inc. | President, E‑Commerce; led online business and digital/technology strategy and execution | 2014–2017 | Drove digital strategy and execution for online business |
| Chico’s FAS | Senior Vice President, E‑Commerce (for three apparel brands) | Not disclosed | Led company‑wide e‑commerce function |
| L.L. Bean | Various leadership roles; ultimately Vice President, Retail Real Estate and Marketing | Not disclosed | Led retail real estate and marketing |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Yeti | Director | Current (as of Oct 22, 2025) | Outdoor products company; consumer brand experience |
| Finning International | Director | Current (as of Oct 22, 2025) | Industrial equipment; governance experience |
Board Governance
- Appointment: Joined KHC Board effective Oct 22, 2025; not selected pursuant to any arrangement; no Item 404(a) related‑party transactions at appointment.
- Independence: Announced as a “New Independent Director.”
- Committee assignments: Not disclosed for Kelley as of the Oct 22, 2025 8‑K. Existing KHC committees (Audit, Human Capital & Compensation, Nominating & Corporate Governance) are 100% independent with defined responsibilities.
- Attendance context: KHC held 22 Board and committee meetings in 2024 with 100% average attendance; Kelley joined in 2025, so no attendance record yet.
- Executive sessions: Independent directors met in executive session at all Board meetings in 2024.
Fixed Compensation
| Component | Amount/Terms | Timing | Notes |
|---|---|---|---|
| Cash retainer (non‑employee directors) | Paid quarterly; amount not explicitly stated in program section | Ongoing | Directors may elect shares of deferred stock in lieu of cash under the Amended and Restated Deferred Compensation Plan for Non‑Management Directors |
| Additional retainer – Chair of the Board | $60,000 cash; $120,000 stock | Annual | Chair may elect cash retainer as equity |
| Additional retainer – Lead Director | $30,000 cash | Annual | No meeting fees; single chair retainer if chair multiple committees |
| Additional retainer – Audit Chair | $25,000 cash | Annual | 100% independent; financial expertise required |
| Additional retainer – Compensation Chair | $20,000 cash | Annual | 100% independent; uses independent consultant |
| Additional retainer – Governance Chair | $20,000 cash | Annual | 100% independent; oversees related party transactions policy |
| Annual equity grant (deferred stock) | Granted immediately after annual meeting; dividends accrue as DEUs; distributed six months after service ends | Annual | 2024 grant fair value for most non‑employee directors: $185,032 (based on $36.72 stock price on May 2, 2024) |
Kelley will be compensated according to KHC’s non‑employee director program (pro‑rated from her Oct 22, 2025 start), per 8‑K.
Performance Compensation
- Not applicable for directors. KHC director pay is a mix of cash retainers and deferred stock; no performance‑conditioned metrics apply to director compensation.
Other Directorships & Interlocks
| External Company | Sector | Potential Interlock/Conflict with KHC |
|---|---|---|
| Yeti | Consumer products | No KHC‑disclosed related party transactions; no direct supplier/customer interlock disclosed |
| Finning International | Industrial equipment | No KHC‑disclosed related party transactions; governance experience beneficial for transformation |
Expertise & Qualifications
- E‑commerce, digital strategy, and technology implementation from Best Buy leadership (president of e‑commerce).
- Omni‑channel retail and brand marketing from Chico’s FAS and L.L. Bean senior roles.
- Public board experience at Yeti and Finning International, supporting governance efficacy during KHC’s planned separation.
Equity Ownership
| Date | Filing | Reported Beneficial Ownership | Notes |
|---|---|---|---|
| Oct 30, 2025 | SEC Form 3 | No securities beneficially owned | Initial statement; filed with POA; address of record included |
| Policy | Insider Trading Policy | Anti‑hedging and anti‑pledging; prohibits margin accounts and derivatives | Governance materials on IR site; Insider Trading Policy filed as Exhibit 19.1 to 2024 10‑K |
| Ownership Guidelines | 6x annual cash retainer within 5 years | Applies to non‑employee directors | RSUs, deferred stock, DEUs, stock equivalents count; options do not |
Governance Assessment
- Positives: Independent appointment with no Item 404 related‑party transactions, expertise tightly aligned to KHC’s strategic priorities (digital, e‑commerce) during a complex separation; strong board‑level policies (independent committees, executive sessions, anti‑hedging/pledging, stock ownership guidelines).
- Alignment: Initial Form 3 shows no holdings; guidelines require building material ownership (6x cash retainer within 5 years), supporting long‑term alignment.
- Potential risks/monitoring: Committee assignments not yet disclosed; monitor workload across external boards relative to KHC’s director time‑commitment policy and future committee roles; confirm timely progress toward ownership guideline compliance; watch for any related‑party exposures per KHC policy.
Overall signal: Kelley’s digital and e‑commerce background is additive for board effectiveness amid KHC’s separation plan, with independence and clean related‑party profile supporting investor confidence; ownership alignment will build over time per guidelines.