Helena Foulkes
About Helena B. Foulkes
Helena B. Foulkes (age 60) is an independent director of Skillsoft Corp. (SKIL) since June 2021 and currently serves on the Audit Committee, the Nominating & Governance Committee, and is Chair of the Talent & Compensation Committee. She is a seasoned retail and healthcare executive and public-company director, with an AB from Harvard College and an MBA from Harvard Business School . The Board classifies her as independent under NYSE rules, and she was designated an “audit committee financial expert” by the Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hudson’s Bay Company (HBC) | Chief Executive Officer and Director | Feb 2018 – Mar 2020 | Led multinational retailer |
| Home Depot, Inc. | Director | Sep 2013 – Oct 2021 | Public company board service |
| CVS Health / CVS Pharmacy | EVP, President CVS Pharmacy; EVP & Chief Health Care Strategy & Marketing Officer; EVP & CMO; SVP roles | 20+ years, incl. 2014–2018 (EVP/President) | Senior operating and strategy leadership in healthcare retail |
External Roles
| Organization | Role | Since | Committees/Notes |
|---|---|---|---|
| Costco Wholesale Corporation (Nasdaq: COST) | Director | Aug 2023 | Audit Committee member |
| PM Pediatrics | Executive Chair | 2023 | Private company leadership |
| Follett Higher Education Group | Executive Chair of the Board | 2022 | Private company leadership |
| Harry’s, Inc. | Director | 2000 | Private CPG company board |
Board Governance
- Committee assignments and chair roles (FY2025): Audit (member); Talent & Compensation (Chair); Nominating & Governance (member) .
- Audit Committee financial expertise: Board determined that Foulkes qualifies as an “audit committee financial expert” .
- Independence: Determined independent under NYSE standards (along with other non-employee directors except Messrs. Klein and Dr. Schmitt) .
- Attendance and engagement: In FY2025, the Board met 13 times; Audit 5; Compensation 6; Nominating & Governance 3. Each incumbent director attended at least 75% of their meetings, except Dr. Summers; this implies Foulkes met the ≥75% expectation .
- Executive sessions: At least four sessions of non-executive directors and at least one of independent directors were held in FY2025 .
- Board leadership context: Combined Chair/CEO structure with a Lead Independent Director (Lawrence H. Summers) appointed Aug 2024 to enhance independent oversight .
Fixed Compensation
| Component (FY2025) | Amount (USD) | Detail |
|---|---|---|
| Annual Retainer (pro-rated) | $25,000 | General $50k retainer pro-rated pre–Aug 1, 2024; Board waived general annual retainer from Aug 1, 2024 to Aug 1, 2025 |
| Committee Chair Fee (Compensation) | $18,758 | Pro-rated Chair retainer |
| Audit Committee Member Fee | $10,000 | Annual committee member retainer |
| Nominating & Governance Member Fee | $4,239 | Pro-rated member retainer |
| Total Cash Fees | $57,997 | Sum of the above |
Notes: The standard non-employee director program includes a $50,000 annual cash retainer (waived 8/1/24–8/1/25), $25,000 annual retainer for each committee chair, and $10,000 per committee membership; additional $25,000 for Lead Director and $50,000 for Board Chair (if applicable) .
Performance Compensation
| Equity Element (FY2025 grant) | Quantity/Value | Vesting/Terms |
|---|---|---|
| RSUs (annual grant) | 20,306 units; grant-date fair value approx. $336,064 for July 2024 grants | Vest on earlier of first anniversary of grant or next annual meeting; directors may elect to defer receipt of 100% of shares until separation or change in control under the 2020 Plan . As of Jan 31, 2025, each non-employee director (other than MIH nominees) held 20,306 unvested RSUs outstanding . |
- Director equity is time-based (RSUs), not performance-based; no director options or PSUs disclosed for non-employee directors in FY2025 .
Other Directorships & Interlocks
| Area | Observation |
|---|---|
| Public company boards | Costco (Audit Committee member) |
| Private/Non-public roles | Executive Chair at PM Pediatrics and Follett Higher Education; Director at Harry’s, Inc. |
| Significant shareholders’ influence | Prosus Group (via MIH) is ~41.8% holder with designation rights; MIH-affiliated directors (Beg, Peake) receive no director compensation . |
| Related party transactions | Company provides off-the-shelf products to Prosus-affiliated companies under Audit Committee–approved related-party policy; no related-party transactions disclosed for Foulkes . |
Expertise & Qualifications
- Board skills matrix indicates Foulkes brings Human Capital Management, Corporate Governance, Marketing/Sales, Executive Leadership, Global Business, Strategy, and ESG expertise to SKIL’s board .
- The Board also independently determined she qualifies as an Audit Committee financial expert .
Equity Ownership
| Metric | Amount/Status |
|---|---|
| Beneficial ownership | 13,750 shares; less than 1% of outstanding |
| Unvested RSUs excluded from ownership count | 20,306 RSUs (annual director grant) |
| Deferred vested RSUs | 2,850 shares underlying vested RSUs, with receipt irrevocably deferred at director’s election |
| Pledging/Hedging | Insider Trading Policy prohibits pledging and hedging; as of May 19, 2025, no directors/officers had shares pledged |
Governance Assessment
- Strengths: Independent director; Chair of Compensation Committee; Audit Committee member and designated financial expert; consistent engagement (≥75% attendance threshold met in FY2025); equity-heavy director pay with time-based RSUs and option to defer, and the Board’s temporary waiver of the general cash retainer (8/1/24–8/1/25) signals cost discipline and alignment .
- Alignment: Holds SKIL equity and defers a portion of vested RSUs; hedging/pledging prohibited and no pledges outstanding, supporting alignment with long-term holders .
- Potential conflicts: No related-person transactions disclosed for Foulkes; broader board context includes significant Prosus influence (MIH ~41.8% ownership, board designation rights) and related-party commercial agreements overseen by the Audit Committee—areas to monitor for governance balance, though not directly attributable to Foulkes .
- Overall: Foulkes’s operating and public board background (retail/healthcare), combined with committee leadership and financial expertise, support board effectiveness; no attendance or compensation anomalies or red flags disclosed specific to her in FY2025 .