Martha Morfitt
About Martha Morfitt
Martha (Marti) Morfitt, 67, has served as an independent Class II director of Olaplex Holdings, Inc. since August 2021. She is principal of River Rock Partners, Inc. (since 2008), former CEO of Airborne, Inc. (2009–2012), and former President/CEO and COO of CNS, Inc. (1998–2007), following earlier leadership roles at The Pillsbury Company starting in 1982. She holds an H.B.A. from the Richard Ivey School of Business and an M.B.A. from the Schulich School of Business, and currently chairs the Audit Committee and serves on the Audit Committee’s Information Security Subcommittee; the Board has designated her as an “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| River Rock Partners, Inc. | Principal | 2008–present | Business and cultural transformation advisory |
| Airborne, Inc. | Chief Executive Officer | 2009–2012 | CEO leadership |
| CNS, Inc. | President & CEO; COO | CEO 2001–2007; COO 1998–2001 | Led consumer health products business |
| The Pillsbury Company | Marketing/Leadership roles | Began 1982 | Progressive leadership track |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| lululemon athletica inc. | Chair of the Board | Current | Interlocks with OLPX directors David Mussafer and Emily White (both serve at lululemon) |
| Graco Inc. | Director | Current | Public company board experience |
| Mercer International, Inc. | Director | 2017–2020 | Prior public board |
Board Governance
- Independence: Audit Committee fully independent under Exchange Act Rule 10A‑3 and Nasdaq; Morfitt serves as chair, and is designated an “audit committee financial expert” . OLPX is a “controlled company” under Nasdaq (Advent-affiliated funds hold ~75% voting power), relying on independence exemptions for Compensation and Nominating committees; audit committee independence is maintained .
- Committee assignments: Audit Committee (Chair); member of the Information Security Subcommittee (2 meetings in FY2024) .
- Attendance: Board held 4 meetings in FY2024; no director attended fewer than 75% of Board and applicable committee meetings; Audit Committee held 5 meetings .
- Executive sessions: Non‑employee directors meet in executive session periodically without management .
- Board skills: Morfitt’s skills matrix ticks retail industry, service on other public boards, international markets, strategy, marketing/brand, senior leadership, and finance/accounting .
Fixed Compensation
| Component (FY2024) | Amount ($) |
|---|---|
| Cash fees | 130,000 |
| Stock awards (RSUs grant-date fair value) | 150,000 |
| Total | 280,000 |
- Policy context: Standard annual cash retainer $100,000; Audit Committee chair $30,000; annual RSU grant ~$150,000 to non‑employee directors (vest on first anniversary) .
Performance Compensation
| Award | Grant date | Units/Detail | Vesting | Change of Control |
|---|---|---|---|---|
| Annual Director RSUs | FY2024 | 76,142 units | Eligible to vest in full on July 16, 2025, subject to continued service | Not specified for director RSUs in proxy; standard policy notes time‑based vesting |
| Stock options | Legacy options total 376,110 | 260,280 vested as of Dec 31, 2024; 115,830 vest in equal installments on Apr 20, 2025 and Apr 20, 2026 | As scheduled above | Options vest in full upon change of control, subject to continued service through the event |
No performance‑based equity (PSUs) for directors disclosed; director equity is time‑vesting .
Other Directorships & Interlocks
| Company | Shared OLPX Director(s) | Interlock Note |
|---|---|---|
| lululemon athletica inc. | David Mussafer; Emily White | Morfitt chairs the lululemon board; information channels across boards may be enhanced; monitor for potential conflicts as three OLPX directors serve at lululemon |
Expertise & Qualifications
- Financial oversight and audit literacy; designated audit committee financial expert .
- Extensive consumer/retail and strategy leadership (CNS Inc., Airborne; Pillsbury background) .
- Public board experience and international markets exposure; chair experience at lululemon .
Equity Ownership
| Metric | As of Dec 31, 2024 | As of Apr 9, 2025 |
|---|---|---|
| Common shares directly owned | 216,397 | 216,397 |
| Indirect (spouse) | 9,000 (disclaimed; beneficially deemed) | 9,000 (disclaimed) |
| Options exercisable within 60 days | — | 318,195 |
| RSUs outstanding (director grant) | 76,142 (eligible to vest July 16, 2025) | — |
| Total beneficial ownership (SEC definition) | — | 543,592; less than 1% |
- Stock ownership guidelines: Outside Directors must hold vested equity equal to 5× the annual cash retainer; all incumbent Outside Directors have achieved or are expected to achieve within the required timeframe. Retention requirement: until guideline met, must retain 67% of shares net of taxes/exercise costs .
- Hedging/pledging: Company policy prohibits hedging and pledging of Company stock .
Insider Trades (Form 4)
| Transaction date | Filing date | Type | Shares acquired | Post-transaction holdings | Link |
|---|---|---|---|---|---|
| 2024-08-08 | 2024-08-09 | A (Award) | 76,142 | 292,539 | |
| 2025-08-12 | 2025-08-14 | A (Award) | 110,294 | 402,833 |
Governance Assessment
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Strengths
- Independent audit chair with formal audit committee financial expert designation; strong finance/accounting skill coverage supports oversight of reporting, controls, and related‑party review .
- Active engagement: Audit Committee met 5× in FY2024; Information Security Subcommittee met 2×; Board reported at least 75% attendance by all members .
- Ownership alignment: Annual equity awards; stock ownership guidelines with 5× retainer target and 67% retention rule; anti‑hedging/pledging policies .
- Director pay mix balances cash ($130k) and equity ($150k) with straightforward, time‑based vesting, limiting pay complexity and performance gaming risk .
-
Risks/Watch‑items
- Controlled company status: Advent‑affiliated funds own ~75% and the Board relies on Nasdaq exemptions for Compensation and Nominating committees. While Audit remains independent, overall board independence and minority shareholder influence are structurally constrained. Monitor committee decision‑making and related‑party oversight rigor .
- Interlocks: Morfitt chairs lululemon where two OLPX directors (Mussafer, Emily White) also serve, increasing network density. Not a disclosed related‑party transaction, but raises potential information flow and influence dynamics; ensure robust recusal and independence where counterparties overlap .
- Change‑of‑control vesting: Director options accelerate on change of control; while common in market, acceleration can reduce retention leverage in pivotal transactions; ensure balanced practices in future awards .
- Related‑party exposure (company‑level): Payments to Pacvue, an Advent‑affiliated entity ($0.3M in 2024), emphasize need for strict arm’s‑length oversight by the audit committee (which Morfitt chairs) .
-
Shareholder signals
- Say‑on‑pay support: Prior year support >91% (FY2023 vote), indicating broad investor endorsement of compensation approach; continued monitoring advised as leadership transitions evolve .
RED FLAGS: Controlled company exemptions (Comp/Nominating not fully independent) ; multi‑board interlocks at lululemon (Morfitt, Mussafer, Emily White) ; change‑of‑control equity acceleration for directors . Counter‑balancing: independent, expert‑led Audit Committee chaired by Morfitt and explicit related‑party policy with audit oversight .