Jerri DeVard
About Jerri DeVard
Jerri DeVard (age 66) is an independent Class II director of Root, Inc., serving since October 2020; she was re‑elected at the June 4, 2025 annual meeting. She is the Founder of the Black Executive CMO Alliance (BECA) and previously held senior marketing and customer leadership roles at Office Depot (EVP, Chief Customer Officer), ADT (SVP/CMO), Nokia, Verizon, Citibank, Revlon, Harrah’s Entertainment, the Minnesota Vikings, and Pillsbury. She holds degrees from Spelman College and Clark Atlanta University Graduate School of Business . Root’s board has affirmatively determined she is independent under Nasdaq standards . At the 2025 meeting, DeVard received 29,029,141 votes “For,” 1,556,216 “Against,” and 103,235 “Abstentions” .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Office Depot, Inc. | EVP, Chief Customer Officer | Jan 2018 – Mar 2020 | Led customer, marketing, and experience initiatives |
| Office Depot, Inc. | EVP, Chief Marketing Officer | Sep 2017 – Dec 2017 | Oversaw marketing transition |
| The ADT Corporation | SVP & Chief Marketing Officer | Mar 2014 – May 2016 | Led brand and demand generation |
| Nokia; Verizon; Citibank; Revlon; Harrah’s; Minnesota Vikings; Pillsbury | Senior marketing roles | N/A | Broad Fortune 500 brand, product, and growth experience |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| Under Armour, Inc. (NYSE: UA) | Director | Current | Public company directorship |
| Cars.com (NYSE: CARS) | Director | Current | Public company directorship |
| Dow Inc. (NYSE: DOW) | Director | Current | Public company directorship |
| Black Executive CMO Alliance (BECA) | Founder | Current | Champions corporate diversity, builds next‑gen C‑suite marketers |
Board Governance
- Independence: Board determined Ms. DeVard is independent under Nasdaq listing standards .
- Tenure and class: Director since 2020; Class II; re‑elected in 2025 to serve until 2028 .
- Committee assignments and leadership:
- Nominating & Governance Committee: Member; committee met 4 times in 2024 .
- Strategy Committee: Chair; committee met 3 times in 2024 .
- Board/committee activity and attendance:
- Board met 4x; Audit Risk & Finance 4x; Compensation 5x; Nominating & Governance 4x in 2024; each director attended ≥75% of aggregate board and applicable committee meetings .
- Shareholder voting signals (2025):
- Director election (DeVard): For 29,029,141; Against 1,556,216; Abstain 103,235; Broker non‑votes 3,574,162 .
- Say‑on‑Pay: Approved (For 28,243,200; Against 2,313,897; Abstain 131,495; Broker non‑votes 3,574,162) .
- 2024 Say‑on‑Pay approval previously ~97% (advisory) .
Fixed Compensation
| Year | Component | Amount ($) | Notes |
|---|---|---|---|
| 2024 | Cash fees (total) | 105,000 | Actual fees earned or paid in cash |
| Policy | Board annual retainer | 85,000 | Non‑employee director policy |
| Policy | Nominating & Governance member | 5,000 | Annual cash retainer |
| Policy | Strategy Committee chair | 10,000 | Annual cash retainer |
| Policy | Lead Independent Director (not applicable to DeVard) | 20,000 | Additional to base board retainer |
Performance Compensation
| Year | Instrument | Grant Value ($) | Grant mechanics and vesting | Outstanding at 12/31/24 |
|---|---|---|---|---|
| 2024 | RSUs (annual director grant) | 118,684 | 2024 grant approx $118k; vests at 2025 Annual Meeting under 2023 Policy | 6,201 RSUs outstanding at year‑end |
| Prior | Stock options (legacy) | N/A | Legacy option awards outstanding; standard director equity | 774 options outstanding at year‑end |
- Change‑in‑control: Director RSUs vest in full immediately prior to a change in control if service continues until that time .
- Plan limits: Aggregate director comp cap $650k per calendar year ($900k if first appointed that year) .
Other Directorships & Interlocks
| Type | Detail |
|---|---|
| Current public boards | Under Armour; Cars.com; Dow Inc. |
| Interlocks/related parties | Company reports no Item 404 related‑person transactions involving Ms. DeVard; related‑party section discusses Carvana agreements/rights without reference to DeVard . |
| Independence reaffirmation | Board independence determination includes DeVard . |
Expertise & Qualifications
- Core skills: C‑suite leadership, brand/marketing, innovation; public company board experience .
- Education: Spelman College (undergraduate); Clark Atlanta University Graduate School of Business .
- Board skills matrix: Brand Marketing; Innovation; Public Company Board; C‑Suite experience highlighted for DeVard cohort .
Equity Ownership
| Holder | Class A Owned | RSUs Vesting ≤60 Days | Options Exercisable ≤60 Days | Total Beneficial Ownership | % Outstanding | Notes |
|---|---|---|---|---|---|---|
| Jerri DeVard | 13,107 | 6,201 | 258 | 19,566 | <1% | As of April 7, 2025 record date |
| Awards outstanding (12/31/24) | — | 6,201 RSUs | 774 options | — | — | Outstanding equity awards detail |
- Hedging/pledging: Hedging and short sales prohibited; pledging prohibited except with prior approval; none of the non‑employee directors have pledged Root equity as of the proxy date .
Governance Assessment
-
Strengths
- Independent director with deep marketing and customer expertise; chairs Strategy Committee directly aligned with Root’s brand and distribution priorities .
- Strong shareholder mandate in 2025 re‑election; overall governance support reflected in high Say‑on‑Pay approvals (97% in 2024; 2025 approved) .
- Attendance at/above threshold alongside active committee service; board maintains lead independent director structure and robust risk oversight .
- Director compensation balanced: cash retainer plus time‑based RSUs with change‑in‑control protection customary for market; within disclosed director pay limits .
-
Monitoring items
- Multiple external public company boards increase time commitments; however, Root discloses each director met ≥75% attendance in 2024 .
- No related‑party transactions involving DeVard disclosed; continue to monitor for any future potential interlocks with Root’s partners/customers; current related‑party disclosures (e.g., Carvana) show no connection to DeVard .
RED FLAGS: None disclosed specific to Ms. DeVard (no Item 404 related‑party transactions; no pledging; independence affirmed; attendance ≥75%) .