Heather Ostis
About Heather C. Ostis
Heather C. Ostis, age 46, joined Taylor Morrison’s Board in March 2025 as an independent director. She is Chief Procurement Officer, Global Supply Chain at Starbucks (since January 2024), with prior senior supply chain roles at Delta Air Lines, Aramark, and Wyndham Worldwide; she holds a B.S. in finance (Indiana University) and an MBA (George Mason University) . The Board has affirmatively determined Ms. Ostis is independent under NYSE rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Delta Air Lines | Vice President, Supply Chain Management | Aug 2018 – Jan 2024 | Led airline supply chain management |
| Aramark | Vice President, Global Procurement & Supply Chain | Not disclosed (prior to Delta) | Procurement and supply chain leadership |
| Wyndham Worldwide | Led global consolidation of supply chain | Not disclosed (prior to Aramark) | Global supply chain consolidation |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Starbucks | Chief Procurement Officer, Global Supply Chain | Jan 2024 – present | Global supply chain leadership |
| Other public company directorships | None disclosed | — | — |
Board Governance
- Board composition: nine directors; eight independent (CEO not independent) .
- Independence: Board determined Ms. Ostis is independent under NYSE rules .
- Committee memberships: As of the 2025 proxy, Audit (Merritt, Chair; Mariucci; Warren), Compensation (Mariucci, Chair; Lane; Owen), Nominating & Governance (Lane, Chair; Merritt; Yip); Ms. Ostis was not listed on standing committees at that time .
- Attendance: In 2024, no incumbent director was below 75% attendance; executive sessions of independent directors occur generally at each regular meeting .
- Lead Independent Director: Peter Lane .
- Stockholder support: At the May 22, 2025 Annual Meeting, Ostis received 84,115,601 votes “For,” 33,331 “Against,” 37,861 “Abstentions,” and 5,060,031 broker non-votes .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $85,000 | Paid quarterly in arrears |
| Lead Independent Director fee | $40,000 | Applies to lead director only |
| Committee chair fees | Audit: $40,000; Compensation: $30,000; Nominating & Governance: $20,000 | Annual amounts |
| Committee member fees | Audit: $12,000; Compensation: $12,000; Nominating & Governance: $10,000 | Annual amounts |
| Meeting fees | Not disclosed | Company reimburses reasonable travel expenses |
Additional director compensation confirmation for Ms. Ostis at appointment: $85,000 annual cash retainer and participation in the standard program .
Performance Compensation
| Equity Type | Grant Date Fair Value | Vesting Schedule | Deferral Options |
|---|---|---|---|
| Annual RSUs or DSUs | $175,000 per year | Vests in full on earlier of 1-year from grant or next Annual Meeting, subject to service | Directors may elect DSUs and defer equity/cash under Non-Employee Director Deferred Compensation Plan; DSUs for deferred equity vest on same schedule as RSUs; cash DSUs fully vested on grant and settle upon separation or change-in-control |
Appointment terms for Ms. Ostis include eligibility for an annual equity award with grant date fair value of $175,000 in RSUs and participation in the Director Deferred Compensation Plan .
Other Directorships & Interlocks
| Company | Role | Committee Roles |
|---|---|---|
| None disclosed | — | — |
Board-level governance and independence safeguards:
- Majority independent Board; all standing committees fully independent .
- Majority voting in uncontested elections with resignation policy if a director fails to receive a majority .
- Independent directors meet at least quarterly without management .
Expertise & Qualifications
- Global procurement and supply chain leadership (Starbucks; previously Delta, Aramark, Wyndham) .
- Director skills matrix indicates experience in risk management, sustainability, finance/accounting, regulated industry environments, and marketing/sales .
- Education: B.S. finance (Indiana University), MBA (George Mason University) .
Equity Ownership
| Holder | Beneficial Shares | % of Outstanding | Record Date |
|---|---|---|---|
| Heather C. Ostis | — (none reported) | <1% | March 31, 2025 |
Alignment policies:
- Director stock retention guideline: minimum ownership equal to 5x annual base cash retainer within 5 years of election .
- Securities trading policy prohibits hedging, margin purchases, calls/similar options, and short sales; enhances alignment and reduces conflict risk .
Governance Assessment
- Independence and investor support: Formal NYSE independence determination; strong stockholder support in 2025 vote (99.96% “For” vs. “Against” for Ostis) bolsters legitimacy and investor confidence .
- Committee influence: Not assigned to standing committees as of the 2025 proxy; near-term board influence may be through full Board rather than committee leadership .
- Compensation alignment: Balanced mix of fixed cash and equity with time-based vesting; director ownership guideline (5x retainer) should increase skin-in-the-game over the next five years .
- Conflicts/related-party risk: Company maintains a formal Related Person Transaction Policy overseen by the Audit Committee; no specific related transactions disclosed in the proxy for Ostis; securities trading policy prohibits hedging/margin/short sales .
- RED FLAGS: None disclosed regarding attendance shortfalls, related-party transactions, pledging, or delinquent Section 16 filings for Ms. Ostis (late filings noted for other individuals; Ostis not cited) .
Implications: Ostis brings deep supply chain expertise relevant to cost management and operational resilience. The absence of committee roles suggests monitoring for future appointments (Audit, Compensation, or Nominating) that could enhance oversight impact. Initial lack of beneficial ownership at record date should transition as annual equity grants vest and ownership guidelines are pursued, improving alignment over time .