Marc Allen
Director at PG
Board
About Marc Allen
Independent director at Procter & Gamble; CEO of Electra.aero since August 2024, and former President, Boeing International and Chief Strategy Officer at Boeing (Executive Council 2015–2023). Age 51 and board tenure 3 years as disclosed in the 2024 proxy; currently serves on the Audit and Compensation & Leadership Development (C&LD) Committees and is deemed independent under NYSE standards and P&G’s Independence Guidelines . Strong shareholder support: elected October 14, 2025 with 1,641,593,836 votes for, 30,733,501 against, 6,052,004 abstentions .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Boeing Company | Chief Strategy Officer; SVP Strategy & Corporate Development | 2020–2023 | Strategy, corporate development, risk management |
| The Boeing Company | President, Embraer Partnership & Group Operations | 2019–2020 | Oversight of strategic partnership execution |
| The Boeing Company | President, Boeing International | 2015–2019 | Led global operations; government/regulatory engagement |
| Boeing Capital Corporation | President | 2007–2015 | Oversaw customer finance unit operational/financial performance |
| Boeing (China) Co., Ltd. | Chairman & President | 2007–2015 | Led China business |
| Boeing International | VP Global Law Affairs; International General Counsel | 2007–2015 | Built international legal practice; trade/regulatory |
| U.S. Supreme Court | Law Clerk to Justice Anthony M. Kennedy | Prior to Boeing | Legal credentials and governance insight |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Electra.aero | Chief Executive Officer | Aug 2024–present | Aerospace innovation, entrepreneurial disruption |
| International Justice Mission | Board Chairman (nonprofit) | Many years | Anti-trafficking/forced labor advocacy |
| Council on Foreign Relations | Member | Ongoing | Global policy network |
| Aspen Institute | Henry Crown Fellow | Ongoing | Leadership fellowship |
Board Governance
- Independence: Board determined all nominees except Moeller and Jejurikar are independent; all Audit and C&LD Committee members are compliant with enhanced SEC independence requirements .
- Committees: Audit; Compensation & Leadership Development .
- Attendance: FY 2024–25 Board held 6 meetings; Committees 21; no incumbent director attended <75%; average attendance ~98% .
- Executive sessions: Non‑employee directors met 8 times in executive session in FY 2024–25 led by the Lead Director .
- Ownership/Conduct: Directors must own stock/RSUs equal to six times annual retainer; insider trading policy prohibits pledging, short sales, hedging, collars, and similar derivatives .
- Compensation committee process: C&LD uses an independent consultant (Meridian) and concluded programs are not reasonably likely to have a material adverse effect; no C&LD interlocks disclosed .
- Shareholder votes (2025 Annual Meeting): Marc Allen elected; Say‑on‑Pay approved; 2025 Stock & Incentive Plan approved .
Fixed Compensation
| Component | Amount | Detail |
|---|---|---|
| Annual cash retainer | $120,000 | Paid quarterly; directors may elect cash, RSUs, or stock |
| Committee chair/Lead Director fees | $0 | Not a chair/Lead Director; chair fees: Audit $30k, C&LD $25k, G&PR/I&T $20k; Lead Director $50k |
| Annual RSU grant | $220,000 | Granted after Oct 8, 2024 election; earns dividend equivalents; vests after one year; settlement in shares at least one year after leaving the Board (starting Oct 2025, settlement on one‑year service date with option to defer) |
| Total FY 2024–25 compensation | $340,000 | Fees + stock awards |
| Fees taken as RSUs | $60,000 (grant date FV $60,196) | Optional election to receive retainer in RSUs |
Performance Compensation
P&G does not use performance-based equity (e.g., PSUs) for non‑employee directors. Annual director equity is time‑based RSUs with dividend equivalents and one‑year vesting; RSUs settle in shares as specified by policy.
| Equity Award | Grant Value | Vesting | Settlement | Unvested RSUs Outstanding (as of 6/30/25) |
|---|---|---|---|---|
| RSUs (annual director grant) | $220,000 | One year (pro‑rata if departure on good terms) | At least one year after Board departure; beginning Oct 2025, on one‑year service date with option to defer | 1,334 RSUs (each director other than Mr. Arnold) |
Other Directorships & Interlocks
| Company | Role | Committee Roles |
|---|---|---|
| None disclosed | — | — |
| No compensation committee interlocks were disclosed for C&LD members in FY 2024–25 . |
Expertise & Qualifications
- Global leadership (Boeing International), government/regulatory/public policy, corporate governance, and financial oversight; digital/technology/innovation exposure via Electra.aero .
- Strategic planning, risk management, and sustainability engagement aligned with P&G priorities .
Equity Ownership
| Holder | Common (Direct + PST + Trusteeships) | Right to Acquire (60 days) | RSUs (not beneficially owned) | % of Class |
|---|---|---|---|---|
| B. Marc Allen | — | — | 9,399 RSUs | Less than 0.036% for any one director or NEO |
- Stock ownership guidelines: Directors must own stock/RSUs equal to 6× annual retainer; all non‑employee directors meet or are on track within 5 years .
- Hedging/pledging: Prohibited for directors under Insider Trading Policy .
- Pledging or hedging of P&G stock: No such activity disclosed for directors .
Governance Assessment
- Strengths: Independent director; dual committee service (Audit, C&LD) supports oversight of financial integrity and pay practices; excellent attendance; robust shareholder support in 2025 election; adherence to strict director ownership and anti‑hedging policies .
- Potential watchpoints: Minimal direct common stock ownership (economic exposure primarily via RSUs); ongoing CEO role at Electra.aero entails external time commitments (P&G annually reviews director outside commitments and caps boards to ensure adequate engagement) . No related‑party transactions involving Marc Allen disclosed; no compensation committee interlocks; policy framework (recoupment, governance best practices) reduces risk of pay or conduct misalignment .