Maile Naylor
About Maile Naylor
Independent director of Laird Superfood, Inc. since 2020; age 51; CFA charterholder with a B.S. in Finance from Boston University; 25 years in investment management analyzing global consumer discretionary companies at MFS Investment Management (2005–2018), Scudder Kemper, and Wellington Management . Board biography confirms tenure, age, education, and investment credentials; other public boards include BJ’s Wholesale Club and Leslie’s, Inc. .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MFS Investment Management | Investment Officer | 2005–2018 | Buy-side analyst covering consumer discretionary |
| Scudder Kemper Investments | Investment professional | Prior to 2005 | Investment analysis roles |
| Wellington Management | Investment professional | Prior to 2005 | Investment analysis roles |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BJ’s Wholesale Club (NYSE: BJ) | Director | Since 2019 | Audit Committee; Nominating & Corporate Governance; Audit Committee Financial Expert designation |
| Leslie’s, Inc. (NASDAQ: LESL) | Director | Since May 15, 2024 | Audit Committee; Compensation Committee |
| Boston Ballet | Board of Overseers / Board of Advisors | Current | Advisory role |
Board Governance (LSF)
- Independent director; LSF’s board has a majority of independent directors; independence affirmed under SEC and NYSE American rules .
- Committees: Audit (member; designated “audit committee financial expert”); Compensation (member); Nominating & Corporate Governance (Chair) .
- Attendance: Each director attended at least 75% of Board and committee meetings in 2024 (Board: 11; Audit: 4; Compensation: 4; Nominating & Governance: 3) .
| Committee | Membership | Chair | Notes |
|---|---|---|---|
| Audit | Barker; Graves; LaMontagne; Naylor | Graves | Naylor qualifies as “audit committee financial expert” |
| Compensation | Gaston; Graves; Naylor | Gaston | Uses independent consultant FW Cook; independence reviewed annually |
| Nominating & Corporate Governance | Graves; LaMontagne; Naylor | Naylor | Oversees governance policies and board composition |
Fixed Compensation (LSF – Non‑Employee Director Program)
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $45,000 | Independent Chair of Board receives +$25,000 (not applicable to Naylor) |
| Audit Committee member | $7,000 | Chair receives 2× member amount |
| Compensation Committee member | $5,000 | Chair receives 2× member amount |
| Nominating & Corporate Governance Committee chair | $8,000 | 2× the $4,000 member fee |
| Per‑meeting fees | None | Expenses reimbursed |
| 2024 Fees earned (Naylor) | $62,500 | Actual cash paid in FY 2024 |
Performance Compensation (LSF – Non‑Employee Director Equity)
- Annual equity awards under the 2020 Omnibus Incentive Plan; director can elect stock options, RSUs, or 50/50 split; awards vest after one year .
- No performance metrics (e.g., TSR, EBITDA) disclosed for director equity; vesting is time‑based .
| Metric | FY 2024 Value | Vesting | Outstanding at 12/31/2024 |
|---|---|---|---|
| Stock awards (grant-date fair value) – Naylor | $95,800 | One‑year vest | RSUs: 20,000; Options: 4,000 |
Other Directorships & Interlocks
| Company | Sector | Role | Governance Notes |
|---|---|---|---|
| BJ’s Wholesale Club (NYSE: BJ) | Retail warehouse clubs | Director; Audit; Nominating & Corporate Governance | Audit committee financial expert; board independence matrix affirms independence |
| Leslie’s, Inc. (NASDAQ: LESL) | Pool & spa care retail | Director; Audit; Compensation | Appointed May 15, 2024; standard non‑employee director compensation program applies |
Potential conflicts: No LSF‑disclosed related party transactions involving Naylor; LSF’s audit committee reviews related party transactions, and 2022–2025 disclosures report none for directors other than compensation; notable related‑party engagement was a paid influencer agreement with Gabrielle Reece (spouse of LSF’s Chief Innovator) overseen through related‑party processes ($251,061 in FY 2024), demonstrating committee oversight of conflicts .
Expertise & Qualifications
- Deep buy‑side experience in consumer sectors; financial reporting and accounting expertise; designated audit committee financial expert at LSF and BJ’s .
- CFA charterholder; finance degree from Boston University .
Equity Ownership (LSF)
| Metric | FY 2022 | FY 2024 | FY 2025 |
|---|---|---|---|
| Outstanding shares beneficially owned (#) | 24,957 | 42,957 | 82,957 |
| Shares exercisable within 60 days (#) | 18,000 | 44,000 | 24,000 |
| Total beneficial ownership (#) | 42,957 | 86,957 | 106,957; 1.0% of class |
Policies affecting alignment:
- Anti‑hedging and anti‑pledging: directors, officers, employees prohibited from hedging or pledging company securities absent pre‑approval; margin accounts prohibited without Audit Committee pre‑approval .
- Compensation recoupment (clawback): recovery of excess incentive compensation after restatements per NYSE/SEC rules; applies broadly to executives; reinforces governance discipline .
Insider Trades (Selected Filings)
| Filing Date | Form | Security | Amount/Terms | Details |
|---|---|---|---|---|
| 2020-09-23 | Form 3 | Series A‑1 Preferred (convertible) | 24,000 shares; 1:2 into common | Auto‑converts at IPO; no expiration |
| 2019-05-01 (granted) | Form 3 (derivative table) | Stock Option (right to buy) | 4,000 shares; $12.315 strike; exp. 04/30/2029 | 50% vest on each of first two anniversaries |
Governance Assessment
- Strengths: Independent status; multi‑company board experience; audit committee financial expertise; chairing Nominating & Governance at LSF; consistent attendance; clear anti‑hedging/pledging and clawback frameworks .
- Alignment: Material equity ownership at LSF (106,957 shares; ~1.0%); annual equity grants; cash retainer + committee fees commensurate with responsibilities .
- Conflicts/Red Flags: No Naylor‑specific related party transactions disclosed; oversight of a spouse‑related influencer agreement tied to another insider (Mr. Hamilton) evidences functioning conflict review; no pledging/hedging noted given policy constraints .
- Committee effectiveness: Use of independent compensation consultant FW Cook; annual independence review; robust audit scope including related‑party oversight and internal controls .
Investor implications: Naylor’s finance and buy‑side background, coupled with audit committee expertise and governance leadership, support board effectiveness at LSF. Cross‑board roles at BJ’s and Leslie’s increase exposure to retail operations and compensation governance, with minimal competitive conflict to LSF’s food/beverage focus .