Marla Gottschalk
About Marla C. Gottschalk
Marla C. Gottschalk (age 64) has served on the UL Solutions Inc. Board since 2012, bringing CEO and finance leadership experience from The Pampered Chef and Kraft Foods; she chairs the Nominating and Corporate Governance Committee and serves on the Human Capital and Compensation (HCC) Committee . Her education includes a B.S. in Accounting from Indiana University and an M.M. in Finance from Northwestern University’s Kellogg School; she also holds a certificate in Cyber Risk & Strategy from the Diligent Institute . Board tenure is 13 years as of March 26, 2025, per the Board’s skills matrix .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Pampered Chef, Ltd. | Chief Executive Officer; President | CEO 2006–2013; President 2003–2006 | Led consumer products operations; strategic and financial oversight |
| Kraft Foods Inc. | Senior VP Financial Planning & Investor Relations; EVP & GM, Post Cereal | 14 years | Finance leadership, P&L, investor relations |
External Roles
| Company | Role | Tenure | Committees/Impact |
|---|---|---|---|
| US Foods Holding Corp. (NYSE: USFD) | Director | Since 2022 | Audit Committee Chair; Nominating & Corporate Governance Committee; Executive Committee |
| Reynolds Consumer Products Inc. (Nasdaq: REYN) | Director | Since 2020 | Audit Committee Chairperson |
| Big Lots, Inc. (NYSE: BIG) | Director (former) | 2015–2024 | Board service concluded in 2024 |
| Potbelly Corporation (Nasdaq: PBPB) | Director (former) | 2009–2022 | Board service concluded in 2022 |
Board Governance
- Independence: The Board affirmed Gottschalk qualifies as an independent director under NYSE rules .
- Committee leadership: Chair, Nominating Committee; member, HCC Committee .
- Executive sessions: As Nominating Committee Chair, she presides over executive sessions of non-UL Standards & Engagement (ULSE) designee directors; independent directors meet without management .
- Attendance: In 2024, the Board met 12 times; all directors attended at least 75% of Board and applicable committee meetings .
- Controlled company context: ULSE beneficially owns ~95.7% of voting power; ULSE has board designation and committee representation rights until the “Sunset Date” (earlier of April 16, 2031 or a specified Class B threshold) .
| Governance Attribute | Detail |
|---|---|
| Independence status | Independent (NYSE) |
| Committees | Nominating (Chair), HCC (Member) |
| Executive sessions | Presides over non-ULSE executive sessions |
| 2024 attendance | ≥75% of meetings; Board met 12 times |
| ULSE controlled status | ULSE ~95.7% voting power; designation rights through Sunset Date |
Fixed Compensation (Director)
| Component | 2024 Amount | Notes |
|---|---|---|
| Cash fees | $147,500 | Includes $85,000 base retainer (post-IPO) and committee chair/member fees; pro-rated across pre-IPO and post-IPO rates |
| Equity (RSUs grant date fair value) | $169,998 | Annual RSUs for non-employee directors under 2024 LTIP; grant date May 1, 2024; vest on earlier of one-year anniversary or next annual meeting |
| Total | $317,498 | Sum of cash fees and RSUs fair value |
Program terms for non-employee directors (post-IPO):
- Base annual cash retainer: $85,000; RSUs with $170,000 grant date fair value; additional committee chair/member retainers (e.g., Nominating Chair $12,500; HCC member $7,500) .
- Director Deferred Compensation Plan: elective deferral of cash and RSUs to stock units; settled in Class A shares after chosen deferral period; dividend equivalents accrue during vesting .
Performance Compensation
- Non-employee director equity vests time-based; no performance-conditioned director awards reported. Annual RSU terms: vest on earlier of one-year anniversary or next annual meeting; dividend equivalents credited during vesting and vest with units .
| Equity Award Type | Vesting | Settlement | Notes |
|---|---|---|---|
| RSUs (Director) | Time-based; ~1-year cadence | Class A common stock | Dividend equivalents accrue and vest with RSUs |
Other Directorships & Interlocks
| Company | Overlap/Interlock | Potential Conflict Considerations |
|---|---|---|
| US Foods; Reynolds Consumer Products | External boards only | No related-party transactions disclosed involving Gottschalk; Audit Committee reviews related-party transactions per policy |
Expertise & Qualifications
- CEO and operating leadership in consumer products (Pampered Chef; Kraft); finance and investor relations expertise .
- Audit committee leadership at multiple public companies; governance and nomination oversight at ULS .
- Cyber risk credential (Diligent Institute) supporting oversight of cybersecurity and governance matters .
Equity Ownership
| Holder | Class A Shares Beneficially Owned | RSUs Vesting Within 60 Days | Ownership % of Class A | Notes |
|---|---|---|---|---|
| Marla C. Gottschalk | 76,355 | 4,927 | <1% | RSUs vesting within 60 days included in beneficial ownership; all directors subject to hedging/pledging prohibitions |
Director stock ownership guidelines:
- Minimum beneficial ownership equal to 5x annual cash retainer; until met, 100% of net shares from equity awards must be retained; as of Dec 31, 2024, all non-employee directors either met or were in compliance via retention ratio .
Hedging and pledging:
- Prohibited for directors, Section 16 officers, employees, household members, and controlled entities; no short sales or derivatives; no margin purchases or pledging allowed .
Governance Assessment
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Strengths:
- Independent status; chairs Nominating Committee and presides over key executive sessions without management and ULSE designees, enhancing governance autonomy .
- Robust engagement: ≥75% meeting attendance in 2024; clear committee mandates; HCC oversight of director pay with independent consultant support .
- Ownership alignment: Director equity grants with retention requirements; 5x retainer ownership guideline; hedging/pledging bans reduce misalignment risks .
-
Watch items:
- Controlled company status and ULSE consent/committee representation rights may constrain board discretion on major actions; continued vigilance needed by Nominating Chair to manage independence and conflicts .
- Multiple external board commitments require ongoing evaluation of time availability, though Board’s selection criteria include time commitment and independence review .
Shareholder signals: 2025 Say-on-Pay received strong support (For: 1,438,546,235; Against: 374,149; Abstain: 117,415), and annual frequency preference (“1 Year”) was overwhelmingly supported (1,438,773,011 votes) .
Appendix: Committee Role Definitions at ULS
- HCC Committee: Oversees non-employee director compensation, CEO/NEO pay, incentive plans, ownership guidelines; uses FW Cook as independent consultant; all members independent .
- Nominating Committee: Leads director selection, annual Board/committee effectiveness evaluations, governance guidelines, conflict reviews; chaired by Gottschalk .