Mark Schiller
About Mark Schiller
Independent director at Kontoor Brands since May 2021; age 63. Former President and CEO of The Hain Celestial Group (Nov 2018–Dec 2022) and interim CEO of Mid America Pet Food (Feb–Jul 2024). Holds a BA in sociology from Tulane University and an MBA from Columbia University. Serves on KTB’s Audit Committee and Nominating & Governance Committee; classified by the Board as independent.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Hain Celestial Group, Inc. | President & CEO | Nov 2018–Dec 2022 | Led an organic and natural products company; board director experience |
| Mid America Pet Food | Interim CEO | Feb–Jul 2024 | Continues to serve on the MAPF board |
| Pinnacle Foods, Inc. | EVP & Chief Commercial Officer; leadership across Retail, Birds Eye Frozen, Duncan Hines Grocery | 8 years | Led grocery and frozen segments; key commercial functions |
| PepsiCo, Inc. | SVP Frito-Lay New Ventures; President Quaker Foods & Snacks NA; SVP/GM Frito-Lay Convenience Foods Division | 8 years | Senior leadership across major CPG divisions |
| Tutor Time Learning Systems; Valley Recreation Products; Quaker Oats Company | Senior roles; began career at Quaker Oats | Not stated | Early operating and management experience |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Mid America Pet Food | Director | Current | Interim CEO Feb–Jul 2024 |
| Stonewall Kitchen | Executive Chairman & Board Member | Current | Specialty food, home goods, personal care producer |
| The Hain Celestial Group, Inc. | Director | Prior | Public company board experience |
Board Governance
- Committee assignments: Audit Committee member; Nominating & Governance Committee member. Audit Committee held 6 meetings in 2024; Nominating & Governance held 4 meetings in 2024.
- Audit Committee financial expert: Board determined Schiller qualifies as an “audit committee financial expert,” financially literate, with accounting/financial management expertise.
- Independence: Board determined Schiller is independent under NYSE standards and company categorical standards.
- Attendance: Board held 5 meetings in 2024; each director attended >85% of Board and committee meetings; all eight attended the 2024 annual meeting.
- Executive sessions: Non‑management directors met in executive session 4 times in 2024; sessions regularly presided over by the Lead Independent Director (Robert K. Shearer).
- Board composition snapshot: 7 of 8 independent; skills and experience matrix covers executive management, finance, governance, supply chain, etc.
Fixed Compensation
| Element | Amount/Policy | Mark Schiller – 2024 |
|---|---|---|
| Annual cash retainer | $85,000 paid quarterly in arrears | $85,000 |
| Committee membership fees | None | None |
| Committee chair fees | Audit $30,000; T&C $25,000; N&G $20,000 | Not applicable (not a chair) |
| Lead Independent Director retainer | $100,000 (75% cash, 25% RSUs) for Lead Director | Not applicable |
| Meeting fees (>10/year) | $1,500 per meeting | Board held 5 meetings in 2024 (no excess) |
Performance Compensation
| Award Type | Grant Details | Vesting/Settlement | Value/Quantity | Notes |
|---|---|---|---|---|
| RSUs (annual equity retainer) | Granted Apr 1, 2024; calculated using 30‑day average | Fully vested/non‑forfeitable at grant; settled one year later on Apr 1, 2025 | $160,000 grant-date fair value; 2,652 RSUs; $60.34 per RSU | Earns dividend equivalents; standard director grant in 2024 |
| Options | None | N/A | N/A | No non‑employee director options outstanding as of Dec 28, 2024 |
| Deferred compensation | Directors may elect to defer cash retainers into stock equivalent units | Payable in cash upon termination (lump sum or installments) | Election optional | In 2024, Shearer and Lynch deferred all cash; no deferral for Schiller disclosed |
| Performance conditions | None for director RSUs | N/A | N/A | RSU awards are time-based and fully vested at grant |
Compensation structure uses fixed cash plus fully vested RSUs; no performance metrics or options, consistent with typical non‑employee director pay practices. Independent compensation consultants (CAP until Aug 2024; FW Cook thereafter) advise on peer-aligned director pay.
Other Directorships & Interlocks
| Company | Relationship to KTB | Potential Interlock/Transaction |
|---|---|---|
| Mid America Pet Food | External board service | None disclosed in proxy; Board affirmed Schiller’s independence after reviewing relationships. |
| Stonewall Kitchen | External board/executive chairman | None disclosed in proxy; Board affirmed independence. |
| Hain Celestial | Prior board service | Prior affiliation noted; no current KTB transaction disclosed; independence affirmed. |
Expertise & Qualifications
- Consumer packaged goods leadership: CEO experience at Hain; senior commercial roles at Pinnacle and PepsiCo; competencies in sales, marketing strategy, supply chain, innovation, product development, package design, commercialization, productivity, consumer insights, and shopper marketing.
- Financial oversight: Designated audit committee financial expert; experience overseeing principal finance/accounting functions at public companies.
- Governance/ESG: Member of Nominating & Governance Committee; Board oversight of ESG strategies and governance practices.
- Skills matrix coverage includes executive management, finance, governance, sustainability, supply chain, and international experience.
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (Feb 13, 2025) | 12,725 shares; less than 1% of 55,322,973 shares outstanding |
| Shares outstanding (for % calc basis) | 55,322,973 (as of Feb 13, 2025) |
| Director stock awards held (RSUs and phantom units) as of Dec 28, 2024 | 8,459 units |
| Options | None (no director options outstanding) |
| Ownership guidelines | 5x annual cash retainer; directors must retain 100% of net shares from RSU vesting until guideline met |
| Guideline compliance | Schiller exceeds director ownership target |
Governance Assessment
- Board effectiveness: Active on Audit and Nominating & Governance; audit financial expert designation strengthens oversight of reporting, controls, and cybersecurity risk. Attendance >85% and participation in 2024 executive sessions support engagement.
- Alignment: Exceeds stock ownership guidelines (5x retainer), holds beneficial shares and RSU/phantom units; equity retainer with dividend equivalents promotes alignment.
- Independence and conflicts: Board conducted independence review and determined Schiller is independent; no specific related‑party transactions involving Schiller disclosed.
- Compensation structure: Balanced cash ($85k) plus equity ($160k) without performance conditions or option risk; no committee chair fees suggests limited incremental pay; external advisors (CAP, FW Cook) used.
- RED FLAGS: None disclosed specific to Schiller (no pledging/hedging policy noted for directors; executives prohibited from hedging/pledging; no option repricing; high say‑on‑pay support at 95% indicates broad investor approval of compensation governance).
Implications: Schiller’s deep CPG operating background and audit expertise likely add value in supply chain, brand, and financial oversight. Independence, attendance, and ownership guideline compliance bolster investor confidence; absence of chair roles limits direct compensation committee influence but maintains balanced workload.