Rebecca O'Grady
LA-Z-BOYAbout Rebecca L. O’Grady
Rebecca L. O’Grady, 56, has served as an independent director of La‑Z‑Boy Incorporated since 2019 and is Chair of the Compensation and Talent Oversight Committee. She is CEO of Ripple Foods (private) and formerly President, Global Häagen‑Dazs and CMO for International Marketing, e‑Commerce & Consumer Insights at General Mills; her core credentials include consumer marketing, retail, e‑commerce, global operations, and human capital management .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| General Mills, Inc. | President, Global Häagen‑Dazs; Chief Marketing Officer, International Marketing, e‑Commerce & Consumer Insights | 2014–2016 | Led global brand, digital and consumer insights initiatives . |
| General Mills, Inc. (Yoplait USA) | President, Yoplait USA | 2009–2014 | Ran a major General Mills division (P&L leadership) . |
| General Mills, Inc. | Various leadership roles (Cheerios, Progresso, Betty Crocker) | Joined 1990 | Brand leadership and consumer marketing across multiple iconic franchises . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Ripple Foods (private) | Chief Executive Officer | 2025–present | Plant‑based dairy alternative producer . |
| Tropicale Foods, Inc. (private) | Director | Not disclosed | Frozen novelty manufacturer and distributor . |
| HALO Branded Solutions, Inc. (private) | Director | Not disclosed | Promotional marketing products . |
| Public company boards | — | — | None disclosed for O’Grady . |
Board Governance
- Independence: The Board determined all directors other than the CEO are independent; this includes O’Grady .
- Committee assignments: Chair, Compensation & Talent Oversight; independent members only. Committee met 4 times in FY2025 and uses FW Cook as independent consultant with no conflicts identified .
- Attendance and engagement: The Board met 5 times in FY2025; each director attended at least 75% of Board and committee meetings during their service period. Independent directors hold executive sessions at every Board meeting .
- Lead independent director: Michael T. Lawton serves as Lead Director (CEO is Chair) .
- Anti‑hedging/pledging: Company prohibits hedging and pledging by directors and officers .
- Related-party transactions: None requiring disclosure since the beginning of FY2025 .
- Say‑on‑pay signal: ~97% approval at 2024 meeting; shareholders engaged on compensation and governance topics .
Fixed Compensation (Director)
| Component | FY2025 Amount |
|---|---|
| Annual cash retainer | $105,000 . |
| Committee chair fee (Compensation & Talent Oversight) | $15,000 . |
| Total fees earned (cash) | $120,000 . |
| All other (dividend equivalents on RSUs) | $10,843 . |
| Total director compensation | $265,858 . |
Notes:
- Non‑employee director annual equity grant: 3,372 RSUs granted Aug 29, 2024; grant‑date fair value $135,015; one‑year vest; dividend equivalents accrue until vesting .
- There are no meeting fees; the program is structured as cash retainer plus equity RSUs .
Performance Compensation
Directors do not receive performance‑conditioned pay; equity is delivered as time‑based RSUs with one‑year vesting to align with shareholders . As Compensation Committee Chair, O’Grady oversees management’s performance‑based plans; the FY2025 metrics and results were:
FY2025 Annual Cash Incentive (MIP) – Companywide metrics
| Metric | Threshold | Target | Maximum | Actual (as adjusted) | Weight | Metric Payout (% of Target) | Overall Payout |
|---|---|---|---|---|---|---|---|
| Sales ($ millions) | 1,839 | 2,089 | 2,239 | 2,109 | 50% | 114% | |
| Operating Margin (%) | 5.1 | 8.1 | 9.6 | 7.6 | 50% | 92% | 103% |
FY2025–FY2027 Long‑Term Performance Units – Design and Year‑1 results
| Metric (Total Weight) | FY2025 Weight | FY2026 Weight | FY2027 Weight | FY2025 Target | FY2025 Result | FY2025 Payout |
|---|---|---|---|---|---|---|
| Sales Growth (25%) | 8.33% | 8.33% | 8.33% | $2,089M | $2,109M | 114% |
| Operating Cash Flow (25%) | 8.33% | 8.33% | 8.33% | $183.6M | $189.6M | 118% |
| rTSR vs S&P 600 Consumer Durables & Apparel (50%) | 50% | 50% | 50% | 50th percentile target | Three‑year metric | Earned at cycle end |
Historical LTIP payout (FY2023 award cycle FY23–FY25) paid at 133% of target; MIP five‑year average ~124% of target (range 92%–150%), indicating rigor and variability of outcomes .
Other Directorships & Interlocks
| Area | Details |
|---|---|
| Current public company boards | None disclosed for O’Grady . |
| Private company boards | Ripple Foods (CEO), Tropicale Foods (Director), HALO Branded Solutions (Director) . |
| Interlocks / related parties | Company reports no related person transactions requiring disclosure since start of FY2025 . |
Expertise & Qualifications
- Leadership, Finance, Retail, Consumer Marketing, Global Perspective, Sourcing/Manufacturing, Human Capital Management, Risk Management – all identified by the Board’s skills matrix for O’Grady .
- Her background in e‑commerce and consumer insights is cited as Board‑relevant expertise .
Equity Ownership
| Item | Amount/Status |
|---|---|
| Shares owned directly/indirectly | 8,472 . |
| RSUs held (non‑employee director) | 12,785 (settle in shares; post‑Aug 30, 2022 grants vest and settle at 1‑year) . |
| Total beneficial ownership | 21,257 (<1% of outstanding; only CEO ≥1%) . |
| Shares pledged | None; company prohibits pledging and hedging . |
| Director ownership guideline | 5x annual cash retainer; directors with ≥5 years service met guidelines as of April 26, 2025 (O’Grady joined 2019) . |
Insider transactions (Form 4)
| Filing Date | Transaction Date | Type | Shares | Post-Transaction Ownership | Link |
|---|---|---|---|---|---|
| 2025‑08‑29 | 2025‑08‑28 | A – Award (RSUs/stock) | 3,653 | 15,497 | https://www.sec.gov/Archives/edgar/data/57131/000178672825000006/0001786728-25-000006-index.htm |
| 2024‑09‑03 | 2024‑08‑29 | A – Award (RSUs/stock) | 3,372 | 11,844 | https://www.sec.gov/Archives/edgar/data/57131/000005713124000096/0000057131-24-000096-index.htm |
| 2023‑09‑05 | 2023‑09‑01 | M – Exempt (settlement) | 4,582 | 8,472 | https://www.sec.gov/Archives/edgar/data/57131/000005713123000140/0000057131-23-000140-index.htm |
| 2023‑09‑05 | 2023‑08‑31 | A – Award (RSUs/stock) | 3,890 | 3,890 | https://www.sec.gov/Archives/edgar/data/57131/000005713123000140/0000057131-23-000140-index.htm |
Data source: insider-trades skill (Form 4). Records show annual equity awards and resulting beneficial ownership changes.
Governance Assessment
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Strengths for investor confidence
- Independent director; Chair of Compensation & Talent Oversight with strong consumer, digital, and human capital credentials .
- Committee uses independent consultant (FW Cook) with annual independence review; no conflicts; demonstrates robust process .
- Clear pay‑for‑performance design for executives (balanced revenue, margin/cash flow, and rTSR), with demonstrated variability (FY2025 MIP 103%; FY23–25 LTIP 133%) .
- Strong guardrails: clawback policy; anti‑hedging/pledging; stock ownership guidelines (directors: 5x retainer); FY2024 say‑on‑pay ~97% support .
- Attendance threshold met; independent executive sessions each meeting; committee met regularly (4x) .
-
Potential risks/considerations
- Time commitments: O’Grady is CEO of a private company and holds private board roles; however, overboarding policy restricts public‑company NEOs specifically and Board monitors overboarding annually .
- No related‑party transactions disclosed; continue monitoring for any business ties between La‑Z‑Boy and entities where O’Grady holds roles. Company reports none requiring disclosure since FY2025 began .
-
Current red flags
- None disclosed: no pledging/hedging, no related‑party transactions, and strong shareholder support on say‑on‑pay. If circumstances change (e.g., intercompany dealings with Ripple Foods/Tropicale/HALO), reassess .
Overall, O’Grady’s profile reflects strong governance alignment: independent oversight of compensation and talent, disciplined pay processes with an independent consultant, and clear ownership alignment through RSUs and stock ownership guidelines .