Sheila Bonini
Director at PG
Board
About Sheila Bonini
Sheila Bonini is Senior Vice President of Private Sector Engagement at World Wildlife Fund (WWF), a role she has held since 2016; previously she served as CEO of The Sustainability Consortium (2014–2016) and spent more than fifteen years at McKinsey & Company in sustainability and strategy roles; she holds a degree in Applied Mathematics from Harvard and an MBA from Stanford GSB . She is an independent director of P&G and serves on the Governance & Public Responsibility (G&PR) and Innovation & Technology (I&T) Committees; incumbent directors averaged ~98% attendance in FY 2024-25 with none below 75% . P&G requires non-employee directors to own Company stock/RSUs equal to six times the annual retainer, and all directors either meet or are on track within five years .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| World Wildlife Fund (WWF-US) | SVP, Private Sector Engagement | 2016–present | Oversees global corporate partnerships focused on climate, nature, and people in supply chains and consumer behavior . |
| The Sustainability Consortium | Chief Executive Officer | 2014–2016 | Led strategies to transform consumer goods across product lifecycles . |
| McKinsey & Company | Senior Expert Consultant; Co-leader, Sustainability Transformation; Senior Expert, Strategy | >15 years | Sustainability, resource productivity, regulatory, and “Business in Society” advisory across U.S., Europe, South America . |
| Goldman Sachs; Merrill Lynch | Investment banking | Early career | Finance experience underpinning value-focused sustainability insight . |
External Roles
| Organization | Role | Type | Notes |
|---|---|---|---|
| The Sustainability Consortium | Board member | Non-profit | Governance role aligned with sustainability expertise . |
| High Meadows Institute | Board member | Non-profit | Policy institute on business leadership for a sustainable society . |
| Public company boards | — | — | No current public company directorships disclosed for Ms. Bonini in P&G’s proxy . |
Board Governance
- Committee assignments (FY 2024-25): Governance & Public Responsibility; Innovation & Technology; not a committee chair .
- Committee meeting cadence FY 2024-25: G&PR (6); I&T (2); Board held 6 meetings; average incumbent attendance ~98%; none <75% .
- Independence: The Board determined all nominees other than the two employee directors (Moeller, Jejurikar) are independent; all committee members are independent .
- Outside board limits: Non-employee directors may sit on no more than three additional public company boards; P&G confirms compliance for all nominees .
- Executive sessions: Independent directors hold executive sessions at each regular Board meeting .
- Hedging/pledging: Insider Trading Policy prohibits directors from hedging, short sales, and pledging of Company stock .
Fixed Compensation (Director)
| Component | Detail | FY 2024-25 Amount |
|---|---|---|
| Annual cash retainer | Paid quarterly; directors can elect cash/RSUs/unrestricted stock | $120,000 (Bonini took cash; no chair fees) . |
| Committee chair/Lead Director fees | Only for designated chairs/Lead Director | Not applicable to Bonini . |
| Annual RSU grant | Granted post-election; earns dividend equivalents; vests after 1 year; delivery at least 1 year after leaving the Board (Oct 2025 grants settle at one-year service date with optional deferral) | $220,000 . |
| Total FY 2024-25 | Fees + Stock Awards | $340,000 ($120,000 cash fees + $220,000 stock awards) . |
Vesting/delivery mechanics (directors): 2024 grants vest after one year; RSUs settle in shares at least one year post-board service; from October 2025, RSU settlement occurs on the one-year service date with optional deferral beyond board service .
Performance Compensation (Director)
- Directors do not receive performance-based incentives; compensation consists of cash retainers and time-based RSUs (no performance metrics tied to director pay disclosed) .
Other Directorships & Interlocks
- Public company directorships: None disclosed for Ms. Bonini in the proxy .
- Compensation committee interlocks: P&G discloses no compensation committee interlocks in FY 2024-25 .
Expertise & Qualifications
- The Board cites Ms. Bonini’s deep environmental sustainability expertise and ability to link sustainability to value creation, plus marketing and regulatory insights from WWF, The Sustainability Consortium, and her McKinsey work; she brings leadership, strategy, and risk management skills and finance-related education supporting value-driven oversight .
- Her placement on G&PR and I&T aligns with oversight of corporate responsibility, sustainability, and innovation/technology risk and opportunity .
Equity Ownership
| Ownership Item | Amount/Status |
|---|---|
| Direct common shares (incl. PST) | 0 (no direct or “right to acquire” holdings listed) . |
| RSUs (director awards; not yet delivered) | 2,920 RSUs . |
| Unvested RSUs outstanding | 1,334 RSUs from Oct 8, 2024 grant (plus dividend equivalents), with pro‑rata retention if leaving early; Mr. Arnold’s lower count noted separately; applies broadly to directors . |
| Ownership as % of outstanding | Less than 0.036% for any one director/NEO (including Ms. Bonini) . |
| Pledging/hedging | Prohibited by policy for directors . |
| Director ownership guideline | 6x annual retainer; all non‑employee directors either meet or are on track within five years . |
Governance Assessment
- Board effectiveness and independence: Ms. Bonini is independent and serves on G&PR and I&T, committees central to sustainability, public responsibility, and innovation oversight; P&G reports strong attendance (~98% average) and fully independent committees .
- Pay alignment and structure: Director pay is balanced (cash retainer + equity), with RSUs vesting after one year and delivery generally deferred, enhancing long-term alignment; 2024–25 comp totaled $340,000 for Ms. Bonini .
- Ownership alignment: RSU-based equity with six-times-retainer guideline and prohibition on hedging/pledging supports alignment and reduces risk of misalignment or leverage .
- Conflicts/related-party exposure: P&G discloses no related person transactions involving directors beyond one executive-related item unrelated to Ms. Bonini; the policy requires Audit Committee review of any such transactions .
- Shareholder sentiment: Say‑on‑Pay received 90.65% support at the 2024 annual meeting, indicating broad investor support for compensation governance (company‑wide signal) .
- RED FLAGS: None identified in the proxy for Ms. Bonini—no attendance concerns, no related‑party transactions, no hedging/pledging, and no compensation committee interlocks .