Marissa Mayer
STARBUCKSAbout Marissa Mayer
Marissa Mayer was elected as a non-employee director of Starbucks on June 25, 2025, bringing more than 20 years of consumer technology leadership, including CEO roles and product leadership at Yahoo and Google; tenure on the Starbucks board began June 25, 2025, with committee assignments to be determined at a later date . She is currently CEO and Founder of Sunshine AI; age and formal education details were not disclosed in Starbucks filings; independence determinations are made annually by the board, and there are no related-party transactions requiring disclosure with Ms. Mayer as of appointment .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Yahoo! Inc. | Chief Executive Officer, President, Director | Prior to 2017 (years not specified in filing) | Led corporate transformation; consumer tech expertise cited by Starbucks |
| Google Inc. | Product leadership; 13 years at Google | Prior to Yahoo role; 13 years | Built and scaled consumer product platforms; digital innovation background |
External Roles
| Organization | Role | Status | Committees/Notes |
|---|---|---|---|
| Walmart Inc. | Director | Current per Starbucks press release | Committee roles not disclosed by Starbucks; disclosed as current board seat |
| AT&T | Director | Current per Starbucks press release | Committee roles not disclosed; disclosed as current board seat |
| Hilton Hotels & Resorts | Director | Current per Starbucks press release | Committee roles not disclosed; disclosed as current board seat |
| Nextdoor | Director | Prior board service | Former directorship noted |
Board Governance
- Board structure includes combined Chair/CEO (Brian Niccol), a Lead Independent Director (Jørgen Vig Knudstorp effective upon reelection at the March 2025 Annual Meeting), and four standing committees led by independent directors: Audit and Compliance, Compensation and Management Development, Environmental, Partner, and Community Impact (“Impact”), and Nominating and Corporate Governance .
- Committee meeting cadence in FY 2024: Audit (10), Compensation (5), Impact (6), Nominating/Governance (7) .
- Attendance: In FY 2024 each incumbent director attended at least 75% of board and applicable committee meetings; Ms. Mayer was appointed in June 2025, post-FY 2024, so attendance for FY 2024 does not apply .
- Independence: The board determines independence annually under Nasdaq rules; independent committee composition is maintained, and related-party transactions are overseen by the Audit Committee per policy. For Ms. Mayer, the Form 8-K states no related-party transactions requiring disclosure at appointment .
- Committee assignments for Ms. Mayer: board expects to appoint her to one or more committees at a later date; none disclosed as of June 26, 2025 .
Fixed Compensation
| Component | Amount | Form of Payment | Notes |
|---|---|---|---|
| Annual retainer | $130,000 | Cash lump sum or fully-vested RSUs (director’s election) | Standard non-employee director program |
| Annual equity grant | $180,000 | Fully-vested RSUs | Fixed value; vests immediately |
| Lead Independent Director retainer | $185,000 | Cash or RSUs | Applies to the Lead Independent Director |
| Audit Committee Chair | $30,000 | Cash or RSUs | Chair-only retainer |
| Compensation/Impact/Nominating Chairs | $20,000 | Cash or RSUs | Chair-only retainers |
| Perquisites | $0 | N/A | Non-employee directors do not receive perquisites |
- Proration: Ms. Mayer will receive a prorated portion of the non-employee director compensation for her partial Plan Year beginning June 25, 2025 .
Performance Compensation
- Directors do not receive performance-based equity awards; the director equity is fully-vested RSUs granted annually with fixed value (no PRSU metrics for directors) .
Other Directorships & Interlocks
- Current public company boards disclosed by Starbucks: Walmart, AT&T, Hilton Hotels & Resorts; prior service at Nextdoor .
- Related-party screening: Starbucks’ Audit Committee policy governs approval of related-person transactions; at appointment, no related-party transactions with Ms. Mayer required disclosure .
- Governance note: The Nominating/Governance Committee annually reviews director compensation and board composition; committee assignments are reviewed at or prior to the first board meeting following the Annual Meeting .
Expertise & Qualifications
- Technology and digital product expertise (consumer-facing platforms, AI/ML, product leadership), corporate innovation and growth, brand and marketing experience; cited by Starbucks as areas critical to its future transformation and “Back to Starbucks” strategy .
- Board-level experience across large-cap consumer, telecom, and hospitality sectors .
Equity Ownership
| Date | Filing | Transaction/Status | Shares/Units |
|---|---|---|---|
| July 3, 2025 | Form 3 (Initial) | Initial statement of beneficial ownership at appointment | Filed; see SEC Form 3 |
| July 3, 2025 | Form 4 | Equity transaction reported (director grant/holding update) | 2,326 shares reported (per SEC Form 4 index and aggregator) |
- Stock ownership guidelines: Non-employee directors must hold Starbucks stock worth at least five times the annual retainer ($650,000) within five years; deferred stock units count toward compliance. All current non-employee directors are in compliance or on track; Ms. Mayer will be subject to the same five-year timeline from appointment .
- Hedging and pledging: Starbucks prohibits hedging, short sales, and derivative transactions in company stock for directors; no dividend payments on unvested awards .
Governance Assessment
- Alignment: Director pay emphasizes equity and immediate vesting RSUs, coupled with robust stock ownership requirements, supporting skin-in-the-game and alignment with shareholder outcomes .
- Independence and conflicts: No related-party transactions disclosed at appointment; Audit Committee policy requires pre-approval of related person transactions and periodic review to preserve independence (mitigates conflict risk from Ms. Mayer’s external board roles) .
- Committee fit and effectiveness: With deep technology and digital product experience, Ms. Mayer is likely to add value to data privacy/cyber oversight (Impact/Audit) and strategic brand/digital initiatives; formal committee assignment pending. Note: committee compositions and responsibilities are well-defined and active (FY 2024 meeting counts, charters), providing established governance frameworks into which new directors integrate .
- RED FLAGS: None disclosed. Attendance not yet applicable (post-FY 2024 appointment); no perquisites; no tax gross-ups; no related-party transactions; hedging prohibited—all investor-friendly signals .
- Signal for investors: Starbucks’ addition of Ms. Mayer and Dr. Moyo expanded the board to 11 members and reinforces board refresh toward technology and global affairs expertise aligned with the “Back to Starbucks” strategy .