Desirée Rogers

About Desirée Rogers

Desirée Rogers (age 65) has served as an independent director of Stagwell Inc. since April 26, 2018. She chairs the Human Resources & Compensation Committee and sits on the Nominating & Corporate Governance Committee. Rogers is CEO and co-owner of Black Opal, LLC (brands: Black Opal and Fashion Fair Cosmetics) since June 2019; previously CEO of Johnson Publishing (2010–2017), Chairman of Choose Chicago (2013–2019), and Special Assistant to the President and White House Social Secretary (2009–2010). She currently serves on the board of Inspired Entertainment, Inc., and on the boards of The American Cancer Society and Northwestern Memorial Foundation; she formerly served on the board of Pinnacle Entertainment, Inc.

Past Roles

External Roles

Board Governance

• Committee assignments: Chair, Human Resources & Compensation; Member, Nominating & Corporate Governance
• Independence: Board determined all current directors except CEO/Chair Mark Penn are independent under Nasdaq rules
• Attendance: Board met 8 times in 2024; committees met Audit (7), HR&Comp (6), Nominating (3). Each incumbent director attended ≥75% of aggregate Board and committee meetings; all directors attended the 2024 annual meeting
• Executive sessions: Non-employee directors meet in executive sessions alongside each regular Board meeting; Lead Independent Director (Irwin Simon) presides
• Committee membership details: HR&Comp currently: Rogers (Chair), Bradley Gross, Irwin Simon. Nominating & Governance currently: Rodney Slater (Chair), Rogers, Simon
• Governance policies: Majority voting policy for director elections; charters, Code of Conduct, and Insider Trading Policy publicly available

Fixed Compensation

• Policy details: No meeting fees; directors may elect cash in fully vested common stock; Lead Independent Director retainer is $75,000 (not applicable to Rogers)

Performance Compensation

• Plan safeguards: Minimum 1-year vesting for new incentive awards; independent directors’ annual awards capped at $250,000 market value; no substitution or repricing without stockholder approval; no cash dividends on unvested awards; change-in-control does not trigger automatic full vesting absent qualifying termination; performance-based awards adjusted pro-rata as determined by HR&Comp
• Executive pay metrics overseen by HR&Comp (Rogers as Chair): principal measures are Adjusted EBITDA and individual key performance criteria for NEO incentives ; 2024 say‑on‑pay received >99% support

Other Directorships & Interlocks

• Public company directorship: Inspired Entertainment, Inc.
• No disclosed interlocks or related-party dealings involving Rogers; 2025 proxy related-party section lists transactions tied to CEO/Chair Mark Penn, President Jay Leveton’s spouse, Goldman Sachs/Bradley Gross affiliations, Stagwell Media LP affiliates, and a Goldman share repurchase, but does not identify Rogers in any transaction

Expertise & Qualifications

• Results-oriented business leader with digital marketing expertise; strong operational, collaborative, and diplomatic skills
• Consumer/beauty sector operator (Black Opal/Fashion Fair), media/publishing leadership (Johnson Publishing), public-sector experience (White House), and destination marketing governance (Choose Chicago)

Equity Ownership

• Hedging/pledging: Company prohibits hedging; pledging limited to 40% of a person’s common stock with approval; as of proxy, no stock is hedged or pledged by any officers or directors

Insider Trades (Form 4)

Governance Assessment

• Strengths

  • Independent director with robust operating experience; chairs HR&Comp and is engaged across governance (Nominating)
  • Strong engagement: ≥75% meeting attendance and annual meeting participation
  • Pay-for-performance oversight: NEO incentives tied to Adjusted EBITDA and KPIs; robust plan safeguards (no repricing, ≥1-year vesting, no dividends on unvested)
  • Shareholder alignment: director compensation mix ~61% equity ($150,002 RSUs) and ~39% cash ($95,000) in 2024; ongoing Form 4 award and open-market purchase show alignment
  • Risk controls: Clawback policy for executives; prohibition on hedging and limited pledging with no current pledges; majority voting for directors; regular executive sessions led by LID

• Watch items / potential red flags

  • Combined CEO/Chair structure, albeit with Lead Independent Director in place
  • HR&Comp did not retain a compensation consultant in 2023–2024 (Mercer engaged in 2022 and assessed as independent), which could limit external benchmarking rigor unless supplemented by market data
  • Related-party transactions exist (Penn affiliations; Goldman Sachs-related services and share repurchase; Leveton spouse arrangements; Stagwell Media LP affiliate), though none involve Rogers specifically; continued Audit Committee oversight remains important

• Overall: Rogers’ committee leadership, independence, and demonstrated engagement support board effectiveness. Compensation design and equity-heavy director pay support alignment; governance safeguards and executive session practices further bolster investor confidence, while oversight attention should remain on combined Chair/CEO structure and ongoing related-party transactions (not tied to Rogers).