Joan Chow
Spectrum Brands HoldingsAbout Joan Chow
Joan Chow, age 64, has served as an independent director of Spectrum Brands Holdings, Inc. (SPB) since April 2021 and is a member of the Audit Committee; the Board has determined she is independent under NYSE rules and qualifies as an “audit committee financial expert.” Her background includes executive marketing leadership roles at ConAgra Foods and Sears, and she holds an MBA from the Wharton School and a B.A. from Cornell University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Greater Chicago Food Depository | Chief Marketing Officer | Feb 2016 – Oct 2021 | Led marketing for major nonprofit food bank |
| ConAgra Foods (now Conagra Brands) | EVP & Chief Marketing Officer | 2007 – Aug 2015 | Senior CPG brand and marketing leadership |
| Sears Holdings Corporation | Various marketing roles; SVP/CMO of Sears Retail immediately prior to 2007 | 9 years (immediately prior to 2007) | Retail marketing leadership |
| Information Resources Inc. | Executive roles | Not disclosed | Marketing/insights experience |
| Johnson & Johnson Consumer Products | Executive roles | Not disclosed | Consumer products expertise |
External Roles
| Company | Role | Committees |
|---|---|---|
| Energy Recovery, Inc. | Director | Audit Committee member; Compensation Committee Chair |
| High Liner Foods | Director | Audit Committee Chair |
| Prior: Welbilt Inc. | Director | Compensation Committee Chair; Governance Committee member |
| Prior: The Manitowoc Company | Director | Not disclosed |
| Prior: RC2 Corporation | Director | Not disclosed |
| Prior: Feeding America | Director | Not disclosed |
Board Governance
- Independence and financial expertise: Independent director; Audit Committee member; Audit Committee deemed all members (including Ms. Chow) “audit committee financial experts.”
- Committee assignments: Audit Committee (members: Gautam Patel—Chair, Leslie L. Campbell, Hugh R. Rovit, and Joan Chow).
- Attendance: In Fiscal 2024, the Board held 4 meetings; Audit Committee held 4; the Compensation Committee held 6; the NCG Committee held 5; all directors attended 100% of Board and committee meetings.
- Executive sessions: The Company generally holds executive sessions at each Board and committee meeting; the Lead Independent Director presides over Board executive sessions.
- Board structure: Seven directors; majority independent; fully declassified as of August 2024.
Fixed Compensation
| Component | FY2024 Detail | Notes |
|---|---|---|
| Annual cash retainer | $105,000 | Standard non-employee director cash retainer; directors may elect to receive in stock; Ms. Chow received in cash. |
| Annual equity (RSUs) | $124,976 grant-date fair value | Annual grant equals $125,000 value of RSUs; FY2024 grants on Nov 24, 2023 vested Oct 1, 2024. |
| Committee chair retainers | Audit Chair $20,000; Comp Chair $15,000; NCG Chair $15,000 | Member fees not disclosed; Ms. Chow is not a chair at SPB. |
| Lead Independent Director premium | +$40,000 cash; +$20,000 equity (for LID) | Applies to LID (Mr. Polistina), not Ms. Chow. |
| FY2024 actual reported | Cash fees: $105,000; Stock awards: $124,976; All other comp (dividend equivalents): $5,819; Total: $235,795 | Per Director Compensation Table. |
Additional grant specifics:
- RSU grant price reference: $66.23 (closing price on Nov 24, 2023).
- RSU count: 1,887 for annual grant; vested Oct 1, 2024.
Performance Compensation
- Directors do not receive performance-based cash bonuses or PSUs; annual equity is time-based RSUs with a single-year vesting cadence (FY2024 grants vested Oct 1, 2024).
Other Directorships & Interlocks
- Current public boards: Energy Recovery, Inc. (Audit member; Compensation Chair); High Liner Foods (Audit Chair).
- Prior public boards: Welbilt Inc. (Compensation Chair; Governance member); The Manitowoc Company; RC2 Corporation.
- Nonprofit: Feeding America (prior director).
- Related-party transactions: The Company disclosed “None” for related-person transactions, and maintains a related-person transactions policy.
Expertise & Qualifications
- Audit/financial expertise (designated Audit Committee financial expert), corporate governance, consumer products marketing/branding, digital/social marketing, HR/compensation, international business experience.
- Education: MBA, Wharton School, University of Pennsylvania; B.A. with distinction, Cornell University.
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (as of June 17, 2025) | 8,359 shares; less than 1% of outstanding. |
| Unvested RSUs (as of Sept 30, 2024) | 1,887 unvested RSUs (FY2024 grant; vested Oct 1, 2024). |
| Hedging/pledging | Company prohibits hedging and pledging by directors under robust policies. |
| Ownership guidelines | Directors must own stock equal to 5x annual cash retainer within 5 years; 50% net after-tax retention until met. |
| Section 16 compliance | All Section 16(a) filings for directors and officers were timely during Fiscal 2024. |
Governance Assessment
- Strengths: Independent status, Audit Committee service with “financial expert” designation, and 100% meeting attendance support effective oversight; alignment reinforced by stock ownership guidelines and prohibitions on hedging/pledging; no related-party transactions disclosed; and strong 2024 Say-on-Pay support (~97%) indicates broad shareholder confidence in compensation governance.
- Considerations: Ms. Chow’s multiple external committee chair roles bring relevant governance and compensation oversight experience; SPB discloses executive sessions at each meeting and maintains a Lead Independent Director, which mitigates combined CEO/Chair structure. No red flags disclosed regarding attendance, conflicts, hedging/pledging, or related-party exposure.