Meghan Henson
About Meghan Henson
Independent director of Mama’s Creations, Inc. (MAMA); age 56 in the 2025 proxy (55 in 2024); joined the Board in 2023. She is an experienced CHRO with prior senior HR leadership at Agilent Technologies (current), Aetna/CVS Health, Avantor, XPO Logistics, and Chubb; earlier roles at PepsiCo, Deloitte Consulting, and Towers Perrin. Education: MBA (Organizational Behavior), University of Michigan; BA, University of Wisconsin–Madison (elected Student Body President) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Aetna (CVS Health) | Senior Vice President, Chief People Officer | 2023–2024 | Led enterprise HR; relevant for compensation oversight and talent strategy . |
| Avantor | Executive VP, Chief Human Resources Officer | 2020–2023 | Enterprise HR leadership; compensation program design . |
| XPO Logistics | Chief Human Resources Officer | 2016–2020 | Large-scale HR transformation; incentive design . |
| Chubb Insurance | Executive VP, CHRO | 2013–2016 | Global HR governance . |
| PepsiCo | Various HR leadership roles | 2004–2013 | Talent and performance management in F&B sector . |
| Deloitte Consulting | Senior Manager, Human Capital | 2001–2004 | HR strategy and change management consulting . |
| Towers Perrin (Willis Towers Watson) | Manager, HR & Change Management | 1997–2001 | Compensation and HR systems design . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Agilent Technologies | Chief Human Resources Officer | Current (as of 2025 proxy) | Current external employment; no disclosed related-party ties to MAMA . |
Board Governance
- Independence: Board determined Henson is independent under Nasdaq and SEC (including Rule 10A-3 for audit committee eligibility) .
- Committee assignments: Chair, People & Compensation Committee; Member, Audit Committee; Member, Nominating & Corporate Governance Committee .
- Attendance: FY2025—Board met 6 times; all directors attended >75% of Board/committee meetings and all attended the July 2024 annual meeting. FY2024—Board met 4 times; no director attended less than 75% .
- Lead Independent Director: Lynn Blake (appointed May 2024) organizes executive sessions; Henson participates as independent director .
- Governance policies: Hedging/pledging prohibited without pre-approval; compensation clawback policy adopted consistent with SEC/Nasdaq rules; committee charters publicly available .
Fixed Compensation
| Metric | FY 2024 (year ended Jan 31, 2024) | FY 2025 (year ended Jan 31, 2025) |
|---|---|---|
| Annual cash retainer ($) | $40,000 | $40,000 |
| Committee/meeting fees | Not disclosed (none indicated) | Not disclosed (none indicated) |
Performance Compensation
| Grant Type | Grant Date | Shares/Units | Grant-Date Fair Value ($) | Vesting | Notes |
|---|---|---|---|---|---|
| RSUs (service-based) | Oct 18, 2023 | 11,299 | $40,000 (director stock awards for FY2024) | One-year cliff (vest 1 year after grant) | Time-vested RSUs; no performance metrics tied to director awards . |
| RSUs (service-based) | Jul 3, 2024 | 5,340 | $40,000 (director stock awards for FY2025) | Quarterly vest over four subsequent fiscal quarters; eligible to vest in full pre-Annual Meeting if still serving | As of Jan 31, 2025, 2,670 unvested RSUs remained . |
The People & Compensation Committee chaired by Henson oversees executive incentives; Company PSUs for executives are tied to stock price CAGR and pre-tax profit per share targets (threshold at 20% CAGR), reinforcing pay-for-performance governance .
Other Directorships & Interlocks
| Person | Other Public Company Boards | Interlocks/Conflicts |
|---|---|---|
| Meghan Henson | None disclosed | No related-party transactions or conflicts disclosed for Henson . |
| Note | Shirley Romig serves on Lovesac (Nasdaq: LOVE) and chairs its Nominating & Governance Committee; no shared interlock with Henson . |
Expertise & Qualifications
- Deep CHRO experience across healthcare, industrial, logistics, insurance, and consumer sectors; relevant to compensation governance, succession, and culture oversight .
- Board skill matrix flags Henson for financial statement literacy and talent management/HR; >$500M revenue corporate experience; international exposure .
Equity Ownership
| As-of Date | Shares Beneficially Owned | % of Outstanding Shares | Notes |
|---|---|---|---|
| May 6, 2024 | 11,299 | <1% | Includes RSUs vesting within 60 days . |
| May 6, 2025 | 16,639 | <1% | Beneficial ownership as disclosed in 2025 proxy . |
| Jan 31, 2025 | 2,670 unvested RSUs | n/a | Residual unvested from July 2024 grant . |
Insider Trades (Form 4)
| Filing Date | Transaction Date | Type | Shares Transacted | Price ($) | Post-Transaction Ownership | SEC Link |
|---|---|---|---|---|---|---|
| 2024-07-08 | 2024-07-03 | A (Award/Grant) | 5,340 | 0.00 | 16,639 | https://www.sec.gov/Archives/edgar/data/1520358/000149315224026543/0001493152-24-026543-index.htm |
| 2025-07-09 | 2025-07-07 | A (Award/Grant) | 4,500 | 0.00 | 21,139 | https://www.sec.gov/Archives/edgar/data/1520358/000141588925019592/0001415889-25-019592-index.htm |
| [Insider-trades tool output] |
Governance Assessment
- Board effectiveness: Henson chairs a key committee and serves on Audit and Nominating, with independence affirmed and strong attendance—positive signals for governance quality and investor confidence .
- Alignment: Director compensation is a balanced cash/equity mix with time-based RSUs; hedging/pledging prohibitions and clawback policy strengthen alignment and risk control .
- Conflicts/related parties: No related-party transactions disclosed for Henson. Historic settlement addressed improperly granted legacy options to other directors (cash $112,500 + 16,918 shares each), reviewed under Audit Committee policy—monitoring improved controls is prudent (RED FLAG mitigated) .
- Oversight signals: Committee disclosures note the People & Compensation Committee does not time awards around MNPI and administers clawbacks; say-on-pay approval >85% in 2024 suggests shareholder support for compensation oversight under Henson’s chairmanship .
Overall, Henson’s HR leadership pedigree, independent status, and active committee roles support board effectiveness; absence of personal conflicts and clear alignment mechanisms are positives for investor confidence .