Diana Frost
WayfairAbout Diana Frost
Diana Frost, age 42, was appointed as an independent director of Wayfair in February 2025. She is the Global Chief Growth Officer of The Kraft Heinz Company (NASDAQ: KHC) since December 2023, with prior leadership roles across Kraft Heinz and nearly 13 years at Mars, plus early brand roles at PepsiCo. She holds an Honours Business Administration degree from the Ivey School of Business, University of Western Ontario, and brings deep global brand strategy and marketing leadership in retail and consumer sectors .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Mars, Incorporated | Head of Portfolio Transformation, Mars Wrigley US | Jan 2019 – Sep 2020 | Led portfolio transformation initiatives in U.S. confectionery |
| Mars, Incorporated | VP Marketing, Mars Wrigley Canada | 2017 – 2018 | Senior marketing leadership in Canadian confectionery |
| Mars, Incorporated | VP Marketing, Chocolate | 2016 – 2017 | Oversaw chocolate category marketing |
| Mars, Incorporated | Brand Director, Mars Pet Nutrition | 2011 – 2016 | Directed brand strategy in pet nutrition |
| Mars, Incorporated | Senior Brand Manager, Mars Chocolate | 2007 – 2011 | Brand management in chocolate segment |
| PepsiCo | Assistant Brand Manager / Associate Brand Manager | 2005 – 2007 | Early career brand roles |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| The Kraft Heinz Company (KHC) | Global Chief Growth Officer | Dec 2023 – present | Previously CGO, North America (Aug 2022–Dec 2023); Head of North America Disruption & Canada CMO (Jan–Aug 2022); CGO, Canada (Sep 2020–Dec 2021) |
| Public Company Boards | None | — | No other current public company directorships |
Board Governance
- Independence: The Board determined all non-employee directors (including Frost) are independent under NYSE rules; it found no relationships that impair independence and noted no family relationships among directors/executives .
- Committee assignments: None currently for Frost. Audit Committee: Naylor (Chair), King, Sneed; Compensation Committee: Kumin, Sneed, Jung; Nominating & Corporate Governance: Jung, King, Kumin .
- Attendance: Board met four times in 2024; all incumbent directors attended ≥75% of aggregate Board meetings; Frost joined February 2025 (no 2024 attendance applicable) .
- Shareholder vote: At the May 20, 2025 annual meeting, Frost received 326,840,840 votes “For” and 221,731 abstentions; broker non-votes were 14,153,533 .
- Lead Independent Director: Michael Kumin serves as Lead Independent Director .
Fixed Compensation
| Component | Amount/Terms | Notes |
|---|---|---|
| Cash retainer | $0 | Non-employee directors do not receive cash payments or retainers |
| Initial equity grant (RSUs) | $250,000 grant-date value | Granted upon joining Board; one-year vesting period; valued using closing price day before Board approval |
| Annual follow-on equity (RSUs) | $250,000 grant-date value | One-year vesting period; valued using closing price day before Board approval |
| Committee fees | None disclosed | No separate committee membership/chair fees disclosed |
| Meeting fees | None disclosed | No meeting fees disclosed |
| Perquisites | None | Company states it does not provide retirement benefits or perquisites to non-employee directors; reimburses reasonable travel expenses |
Performance Compensation
| Item | Disclosure | Details |
|---|---|---|
| Performance-conditioned awards | None disclosed for directors | Director compensation consists of RSUs with one-year time-based vesting; no performance metrics (e.g., TSR, revenue) tied to director equity are disclosed |
| Vesting metrics | Time-based | One-year vesting for initial and annual RSU awards |
Other Directorships & Interlocks
| Company | Relationship | Potential Interlock/Conflict | Notes |
|---|---|---|---|
| Kraft Heinz (KHC) | Senior executive (Global CGO) | None disclosed | Board independence review identified no relationships impairing independence; no related-party transactions cited in independence determination |
Expertise & Qualifications
- Global brand strategy and marketing leadership across consumer packaged goods and retail; senior roles in growth, disruption, and portfolio transformation .
- Education: Honours Business Administration, Ivey School of Business, University of Western Ontario .
- Industry experience: E-commerce retail adjacency via consumer brands; international leadership exposure (Canada/US) .
Equity Ownership
| Holder | Class A Shares Beneficially Owned | % Class A Outstanding | Class B Shares | % Class B Outstanding | Notes |
|---|---|---|---|---|---|
| Diana Frost | 1,824 | <1% | — | — | Consists of RSUs that will convert into 1,824 Class A shares within 60 days of March 24, 2025 |
| Shares outstanding (reference) | 102,290,399 | — | 24,658,295 | — | Shares outstanding basis for ownership calculation as of March 24, 2025 |
- Hedging/Pledging: Company prohibits hedging and pledging of Wayfair securities; compensation committee may permit pledging only in limited circumstances; no requests made by NEOs or Board members in FY 2024 .
Governance Assessment
- Alignment and independence: Equity-only director pay (RSUs), no cash retainers or perqs, plus anti-hedging/anti-pledging policies, support investor-aligned governance; Board affirms Frost’s independence under NYSE rules .
- Ownership skin-in-the-game: Frost holds RSUs converting into 1,824 shares (<1%); early-tenure ownership is modest, with RSU policy expected to build alignment over time .
- Board effectiveness signals: Strong shareholder support in 2025 director election (326.8M votes “For”); structured committees with independent membership; annual Board evaluations and explicit risk oversight across committees .
- Watch items: No committee assignments yet for Frost (new director), which may limit near-term committee-level influence; monitor future committee placements and incremental equity ownership progression .
- Say-on-pay context: 2023 advisory vote approval was 91.9%; next say-on-pay at 2026 meeting—reflects favorable shareholder sentiment toward compensation governance .