Debra Lee
About Debra Lee
Debra L. Lee is an independent director of Procter & Gamble with a governance and consumer-media background; she holds a J.D. from Harvard Law School and previously served as Chairman and CEO of BET Networks (2006–2018) after leadership roles at BET dating back to 1986 . As of the 2024 proxy summary, she was age 70 with 4 years of Board tenure at PG, serving on the Compensation & Leadership Development (C&LD) and Governance & Public Responsibility (G&PR) Committees . The Board has determined she is independent under NYSE standards and PG’s Independence Guidelines; all committee members are independent .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BET Networks (Viacom subsidiary) | Chairman & CEO | 2006–2018 | Led strategy, risk management, and governance; long-tenured media leadership |
| BET Networks | President & CEO | 2005–2006 | Executive oversight; corporate governance acumen |
| BET Networks | President & COO | 1995–2005 | Operations leadership and strategy |
| BET Networks | EVP & General Counsel | 1986–1995 | Legal leadership; governance foundations |
External Roles
| Organization | Role | Since/Through | Notes |
|---|---|---|---|
| Leading Women Defined Foundation | Chair; Founder | Founded 2009 | Nonprofit education/advocacy; diversity leadership |
| Monarchs Collective | Founder | 2020 | Board/exec placement of diverse talent |
| American Film Institute | Board of Trustees | n/a | Civic board leadership |
| Paley Center for Media | Board of Trustees | n/a | Civic board leadership |
| Alvin Ailey Dance Theater | President Emeritus | n/a | Civic leadership |
| Brown University | Trustee Emeritus | n/a | Academic governance |
Board Governance
- Committee assignments: Compensation & Leadership Development and Governance & Public Responsibility .
- Committee meeting frequency FY 2024–25: C&LD (5), G&PR (6); Board held 6 meetings; average attendance ~98%, and no incumbent director was below 75% of Board/Committee meetings .
- Independence: All director nominees except the employee directors were independent; all committees fully independent under NYSE standards and PG’s Independence Guidelines .
- Executive sessions: Independent directors hold executive sessions at every regular Board meeting .
- Compensation committee interlocks: None; all C&LD members were independent and not current/former PG officers .
- C&LD practices: Retains an independent compensation consultant; oversees executive and director compensation, succession planning, pay equity reviews, and talent management .
Fixed Compensation
| Component | FY 2024–25 Amount | Notes |
|---|---|---|
| Annual Retainer (cash) | $120,000 | Paid quarterly; directors may elect cash, RSUs, or unrestricted stock for fees; Lee’s total cash fees shown at $120,000 |
| Committee Chair/Lead Director Fees | $0 | Not a chair or Lead Director |
| Total Fees Earned or Paid in Cash | $120,000 | As reported |
| Annual RSU Grant (equity) | $220,000 | RSUs granted post-election; earn dividend equivalents; settle in shares at least one year after leaving the Board; beginning Oct 2025, settlement on one-year service date with deferral option |
| Total Director Compensation | $340,000 | Fees + RSU grant; All Other Compensation reported as “—” |
| Perquisites | Policy only; no payments | Accidental death insurance ($750,000 coverage); aircraft travel privileges without incremental cost; charitable awards program for certain legacy participants; no payments in FY 2024–25 |
Performance Compensation
| Metric Category | Applies to Non-Employee Directors | Details |
|---|---|---|
| Performance-based metrics (e.g., revenue, EBITDA, TSR) | No | Director pay comprises cash retainers and time-based RSUs; no performance metrics are disclosed for director compensation |
| Clawbacks / Recoupment | N/A to directors | Recoupment policies apply to executives; director pay framework does not disclose performance-based clawbacks |
Other Directorships & Interlocks
| Company | Role | Since/Through |
|---|---|---|
| Warner Bros. Discovery | Director | Since 2022 |
| Marriott International, Inc. | Director | Since 2004 |
| Burberry Group plc | Director | 2019–2024 |
| AT&T, Inc. | Director | 2019–2022 |
| Twitter, Inc. | Director | 2016–2019 |
- Related-person transactions: PG disclosed none requiring Audit Committee approval other than an executive spousal employment matter unrelated to Lee; no director-related transactions >$120,000 involving Lee were disclosed .
- Compensation committee interlocks: None reported involving PG and other entities; Lee’s C&LD membership did not create interlocks .
Expertise & Qualifications
- Leadership and strategy: Decades of CEO/Chair experience in media with governance oversight at BET .
- Corporate governance: Recognized for governance perspective and accountability focus; service on multiple public company boards .
- Marketing and consumer industry: Extensive consumer-facing and media strategy expertise valuable to PG’s brand and media evolution .
- Diversity and inclusion advocacy: Noted advocacy for gender/racial equality and human rights .
- Education: Juris Doctor (Harvard Law School) .
Equity Ownership
| Item | As of | Amount | Notes |
|---|---|---|---|
| Common stock beneficially owned | 06/30/2025 | 0 shares | No direct common shares listed; “—” in direct, right-to-acquire, trusteeships columns |
| RSUs outstanding (total) | 06/30/2025 | 7,743 RSUs | RSUs not “beneficially owned” until delivered; earn dividend equivalents |
| Unvested RSUs (current-year grant) | 06/30/2025 | 1,334 RSUs | Reflects Oct 8, 2024 grant plus dividend equivalents; pro rata policy applies if departure <1 year |
| Prior-year RSUs | 06/30/2024 | 6,254 RSUs | For historical context |
| Ownership guideline | Ongoing | 6x annual retainer | Directors must hold stock/RSUs worth six times retainer |
| Guideline compliance | 06/30/2025 | Meets/on track | All non-employee directors meet or are on track within five years |
| Hedging/pledging | Policy | Prohibited | Insider trading policy prohibits hedging, short sales, and pledging |
| Percent of class | 06/30/2025 | <0.036% | Footnote indicates <.036% for any one director or NEO |
Governance Assessment
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Board effectiveness: Lee’s dual committee membership (C&LD, G&PR) positions her at the core of compensation oversight, succession/talent, governance trends, and sustainability/public responsibility; strong attendance practices and regular executive sessions support board rigor .
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Independence and conflicts: Independent status; no compensation committee interlocks; no related-party transactions involving Lee disclosed; strong related-person policy and prohibitions on hedging/pledging reduce conflict risk .
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Alignment and incentives: Director compensation is balanced between cash ($120,000) and deferred RSUs ($220,000) with long deferral and ownership guidelines (6x retainer), promoting long-term alignment; lack of performance metrics is typical for directors and not a red flag .
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Time commitment and external boards: Multiple current/prior public boards (Marriott, WBD) create network benefits and governance expertise; attendance and independence standards mitigate overboarding concerns, with average Board-level attendance ~98% .
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RED FLAGS: None disclosed specific to Lee (no related-party transactions, no interlocks, no hedging/pledging, attendance thresholds met) .