Lynn Blake
UNITED NATURAL FOODSAbout Lynn S. Blake
Independent director at United Natural Foods, Inc. since September 2023; age 60 as of October 22, 2025; serves on the Audit Committee and the Nominating & Governance Committee. Former Executive Vice President and Chief Investment Officer of Global Equity Beta Solutions at State Street Global Advisors, with leadership over Corporate Governance & Asset Stewardship, ESG research/data; NACD Directorship Certified and holds an NACD Certificate in Cyber-Risk Oversight .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| State Street Global Advisors (SSGA) | Executive Vice President & CIO, Global Equity Beta Solutions; led Corporate Governance & Asset Stewardship, ESG Research & ESG Data | 1987–2021 | Investor stewardship and ESG integration leadership |
| Sustainability Accounting Standards Board (SASB) Investment Advisory Group | Member | 2016–2021 | Supported investor perspectives on sustainability metrics |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| WisdomTree, Inc. | Director; Audit Committee Chair; Compensation Committee Member | Current | Audit Chair; Compensation member |
Board Governance
- Committee assignments: Audit Committee member; Nominating & Governance Committee member .
- Independence: Board determined Lynn Blake is independent; nine of ten UNFI directors are independent .
- Audit Committee expertise: Board determined all Audit Committee members (including Blake) are “audit committee financial experts” per SEC rules .
- Attendance: Board met eight times in fiscal 2025; all directors attended at least 75% of Board/committee meetings; independent director executive sessions followed quarterly meetings .
- Executive sessions and risk oversight: Regular executive sessions at Board and committee level; robust ERM and cybersecurity oversight with quarterly updates to Audit Committee .
- Limits on other boards: Independent directors may serve on up to four public company boards (including UNFI) .
- Anti-hedging/pledging: Company prohibits hedging and pledging of UNFI stock by directors; strong insider trading preclearance policies .
Fixed Compensation
- Structure: Annual cash retainer $110,000 for directors; Independent Chair $150,000; committee chair fees: Audit $30,000, Compensation $20,000, Nominating & Governance $20,000; annual equity grant RSUs $175,000 value vesting in one year; expenses reimbursed .
- Fiscal 2025 actuals for Blake:
| Fiscal Year | Cash Fees ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| FY2025 | 108,750 | 170,000 | 278,750 |
Notes: Equity grant fair value under ASC 718; non-employee directors held 6,486 unvested RSUs as of August 2, 2025 .
Performance Compensation
- Non-employee director equity is time-based RSUs; no performance-tied director awards disclosed (PSUs apply to executives, not directors) .
- Vesting terms:
| Grant Type | Grant Value | Vesting Schedule | Performance Metrics |
|---|---|---|---|
| RSUs (Director annual grant) | $175,000 (value at grant date) | Vests 1 year from grant | None (time-based only) |
Other Directorships & Interlocks
- Public company: WisdomTree, Inc.—Audit Chair and Compensation Committee member .
- Interlocks/conflicts: No related-party transactions involving Blake disclosed; related-party review is overseen by Nominating & Governance Committee with $120,000 threshold and materiality tests .
Expertise & Qualifications
- Institutional investor and capital allocation expertise from 30+ years at SSGA; governance and ESG domain knowledge; NACD certifications including cyber-risk oversight .
- Audit committee financial expertise designation at UNFI .
Equity Ownership
| Holder | Beneficial Shares | Unvested RSUs | Ownership % |
|---|---|---|---|
| Lynn S. Blake | 19,378 | 6,486 (as of Aug 2, 2025) | <1% |
Stock ownership guidelines: Non-employee directors must hold 5× annual cash retainer (excludes chair fees) within five years; due to sustained stock price decline, accumulation periods reset in fiscal 2025; directors are in compliance or on track and hedging is prohibited .
Insider Trades
| Date | SEC Form | Summary | Source |
|---|---|---|---|
| Oct 6, 2023 | Form 3 | Initial beneficial ownership filed upon joining Board | |
| Dec 20, 2024 | Form 4 | Reported changes in beneficial ownership (director grant filing) |
Appointment context: UNFI announced Blake’s addition to the Board on Sept 26, 2023 as part of a transformation plan and cooperation agreement with JCP Investment Management .
Governance Assessment
- Positive signals:
- Independent director with audit financial expert status and deep investor stewardship/ESG experience; serves on Audit and Nominating & Governance Committees .
- Strong attendance culture (≥75%) and regular executive sessions; robust ERM/cyber oversight documented .
- Alignment mechanisms: Stock ownership guidelines (5× retainer), anti-hedging/pledging, and time-based RSU grants to align director interests; directors in compliance/on track .
- Watch items:
- Equity plan dilution is a board-level topic; management disclosed practices to mitigate burn/dilution and annual share requests; continued oversight advisable (not Blake-specific) .
- Multiple board service limits exist (max four); continued monitoring of outside commitments for workload balance (Blake currently within limits) .
All information above is sourced from UNFI’s DEF 14A (Nov 5, 2025) and SEC/IR press releases as cited.