Sir Dave Lewis

About Sir Dave J. Lewis

Independent director since 2020; age 60. Former Group CEO of Tesco PLC (2014–2020) and long-tenured Unilever PLC executive (1987–2014) across global leadership roles in Personal Care, the Americas, and UK & Ireland. Currently Chair of Haleon plc and Chairman of Xlinks, with deep consumer, retail, operations and sustainability credentials; knighted in 2021 for contributions to business and the food industry .

Past Roles

Organization	Role	Tenure	Committees/Impact
Tesco PLC	Group Chief Executive Officer	2014–2020	Led turnaround and strategy execution in multinational retail
Unilever PLC	President, Personal Care	2011–2014	Global category leadership, brand management
Unilever PLC	President, Americas	2010–2011	Regional P&L, consumer and retail operations
Unilever PLC	Chairman, UK & Ireland	2007–2010	Market leadership, customer development

External Roles

Organization	Role	Tenure	Notes
Haleon plc	Chair	Current	UK-based consumer healthcare company (public)
Xlinks	Chairman	Current	Energy infrastructure initiative (private)
WWF UK	Chair	Current	Sustainability and societal impact focus
The Royal Foundation	Trustee	Current	Philanthropy and social impact
Clayton, Dubilier & Rice	Operating Advisor	Current	Private equity advisory
Champions 12.3 (UN SDG 12.3)	Chair (former)	Past	Food waste reduction advocacy

Board Governance

Committee assignments: Member, Sustainability and Public Policy (SPP) Committee; the SPP Committee met four times in 2024 and is comprised entirely of independent directors .
Chair roles: None; SPP is chaired by Darren Walker .
Independence status: The Board affirmatively determined all non-management director nominees, including Sir Dave Lewis, are independent under SEC and Nasdaq rules .
Attendance and engagement: In 2024, the Board held 5 meetings and Committees held 19 in aggregate; no incumbent director attended fewer than 75% of applicable meetings, and all 15 directors attended the 2024 Annual Meeting .

Fixed Compensation

Component	Amount / Units	Dates / Terms	Notes
Annual cash retainer	$120,000	2024	Standard non-employee director retainer; no meeting fees
Committee chair fees	$0	2024	Not a chair; chair fees: $40k (Audit/Comp), $30k (NCG/SPP), $50k Presiding Director
Annual equity retainer (phantom units)	$200,000 (1,167 units)	Granted 10/1/2024 at $171.38	Immediately vested phantom units payable after board service; dividend equivalents reinvested
Cash deferral election	718 phantom units	June 1, 2024 ($171.23) and Dec 1, 2024 ($163.05)	Deferred entire $120,000 retainer into phantom units
Initial share grant at appointment	1,000 shares	Upon joining Board	Immediately vested; must be held until leaving the Board

Performance Compensation

Non-employee directors do not receive performance-based incentives (no annual/long-term performance metrics, PSUs or options for directors) . | Metric Type | Applicability | Terms | |---|---|---| | Annual incentive (cash) | Not applicable | Directors receive retainers only | | Long-term PSU metrics | Not applicable | Equity retainer in phantom units; no performance hurdles | | Options | Not applicable | No option awards disclosed for directors |

Other Directorships & Interlocks

Company	Type	Role	Committee Roles
Haleon plc	Public	Chair	Not disclosed in PEP proxy
Tesco PLC	Public (former)	Former Group CEO; former director	Former roles only

No related person transactions disclosed for Sir Dave Lewis; the proxy’s related-party review discusses transactions tied to another director (Robert C. Pohlad), not Sir Dave .

Expertise & Qualifications

Global consumer/retail operations, brand management, supply chain, customer development from Unilever and Tesco leadership .
Sustainability and public policy experience (WWF UK chair; Champions 12.3; Royal Foundation trustee) aligned to SPP oversight .
Board-level governance: service as independent director; SPP committee member; Board committees are 100% independent .

Equity Ownership

Holder	Shares Beneficially Owned	Phantom Units in Deferral Programs	Pledged?
Sir Dave J. Lewis	1,265	7,252	None (company states none of officers/directors’ shares are pledged)
Directors & officers as a group (24)	1,937,105	291,639	Group beneficial ownership <1% of outstanding

Stock ownership guidelines: Non-employee directors must hold at least $600,000 of PEP stock (5x cash retainer); five-year compliance window; all directors have met or are on track; hedging and pledging are prohibited by policy .

Governance Assessment

Strengths:
- Clear independence and active committee engagement (SPP), with Board practices emphasizing executive sessions and independent oversight; all committees are fully independent .
- Strong ownership alignment: guidelines at 5x cash retainer; immediate vesting phantom units payable post-service; no pledging/hedging allowed .
- Attendance and engagement signals: Board and Committees met regularly in 2024; incumbents met minimum attendance thresholds; full Annual Meeting attendance .
Potential Risks/Conflicts:
- Multiple external leadership roles (Haleon Chair, Xlinks Chairman, WWF UK Chair, CD&R advisor) increase time-commitment considerations, but Board conducts annual review of director commitments per updated Governance Guidelines .
- No related-party transactions or pledging disclosed for Sir Dave Lewis; no compensation anomalies (retainers maintained; standard phantom equity) .

Overall signal: Governance alignment appears strong—independent status, sustainability committee engagement, adherence to ownership and clawback policies, and transparent director compensation—support investor confidence, with low conflict risk disclosed for Sir Dave Lewis .