Lynn Blake
About Lynn S. Blake
Independent director since May 2022 (age 60), Audit Committee Chair and Compensation Committee member. Former Executive Vice President and Global CIO of Equity Indexing, Factor-Based and ESG strategies at State Street Global Advisors (SSGA) with oversight of ESG data, research and asset stewardship; independent consultant since October 2021. Education: B.S. (Boston College); MBA in Finance (Northeastern University); Chartered Financial Analyst; NACD Directorship Certification and NACD Certificate in Cyber-Risk Oversight .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| State Street Global Advisors (SSGA) | EVP & Global CIO, Equity Indexing, Factor-Based & ESG; Oversaw ESG stewardship | Jan 2011 – Sep 2021 | Member at times of SSGA Global Fiduciary & Conduct Committee, Investment Committee, Executive Management Group; State Street Conduct Risk Committee |
| SSGA | Head of Non‑US Equity Indexing & Smart Beta | 1999 – 2010 | Led smart beta product leadership |
| SSGA | Senior Portfolio Manager | 1990 – 1999 | Institutional portfolio management |
| SSGA Trust Company (governing board for SSGA Institutional Products and SPDR SPY & DIA ETFs) | Director | Jan 2018 – Sep 2021 | Governance of institutional products and flagship ETFs |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| United Natural Foods, Inc. (NYSE: UNFI) | Director | Current | Public company directorship |
| The Posse Foundation | Advisory Board Member | Dec 2016 – Jul 2023 | College access & leadership program |
| Ira M. Millstein Center (Columbia Law) | Advisory Board Member | Sep 2020 – Oct 2021 | Governance research institution |
| SASB Investor Advisory Group | Member | 2016 – Sep 2021 | Sustainability standards engagement |
Board Governance
- Independence: Board determined all directors except CEO are independent; Blake is independent .
- Committees: Audit Committee (Chair; designated “audit committee financial expert”), Compensation Committee (Member). Audit Committee members: Blake (Chair), Bossone, Naidoo, Pankopf; Comp Committee members: Delorier (Chair), Blake, Bossone, Conjeevaram, Neuger .
- Attendance: Board held 13 meetings in 2024; each director attended ≥75% of Board and relevant committee meetings; aggregate Board/committee attendance 99% in 2024 .
- Oversight Emphasis: Audit Committee oversees cybersecurity risk management and reports to the Board; Nominating & Governance oversees corporate responsibility .
- Board refresh and chair rotation: All standing committees chaired by directors who joined within past four years .
- Governance limits: Without specific Board approval, a director may not serve on >4 public company boards; Audit Committee members may not serve on >3 public company audit committees; Chair approval required before accepting other public boards .
Fixed Compensation
| Component | Amount/Detail | Source |
|---|---|---|
| Annual Board cash retainer | $100,000 | |
| Committee cash retainers | Audit Chair: $25,000; Compensation Member: $15,000; Nominating & Governance Member: $7,500; Annual Meeting Committee: Chair $12,500 / Member $7,500; Technology Strategy: Chair $15,000 / Member $7,500 (no Tech payments in 2024) | |
| Equity grant (2024) | $100,000 grant value in restricted stock or DRSUs; granted at first Board meeting after annual meeting, vests one year from grant date | |
| Lynn Blake – 2024 Director pay (actual) | Cash fees: $154,002; Stock awards (grant-date fair value): $99,997; Total: $253,999 | |
| Lynn Blake – 2024 DRSU grant | 10,152 DRSUs awarded on June 12, 2024; unvested as of Dec 31, 2024 |
Performance Compensation
| Performance-Based Element | Detail | Source |
|---|---|---|
| Performance equity for directors | None disclosed; director equity awards are time-vested restricted stock/DRSUs | |
| Stock options | Company disclosed no stock options granted in 2024 |
No director-specific performance metrics (e.g., TSR hurdles for directors) are disclosed; annual director equity awards vest with time, aligning with service rather than performance .
Other Directorships & Interlocks
| Category | Detail | Source |
|---|---|---|
| Current public boards | United Natural Foods, Inc. (NYSE: UNFI) | |
| Compensation Committee interlocks | None: 2024 Compensation Committee members were independent; none were officers or had related-person transactions requiring disclosure |
Expertise & Qualifications
- Financial services/asset management, accounting/financial reporting, risk management, IT/cybersecurity oversight, ETF expertise; Board’s skills matrix marks Blake across these categories .
- CFA charterholder; MBA (Finance) Northeastern; NACD Directorship Certification; NACD Certificate in Cyber-Risk Oversight .
- Designated as an SEC “audit committee financial expert” .
Equity Ownership
| Item | Amount/Status | Source |
|---|---|---|
| Beneficial ownership | 45,649 shares; less than 0.1% of outstanding | |
| Unvested DRSUs | 10,152 (granted June 12, 2024) | |
| Ownership guidelines | Non‑employee directors must hold 5× base retainer; measurement annually on Nov 30 | |
| Compliance status (Nov 30, 2024) | Not yet met (along with other newer directors), due to recent Board appointments; restrictions on selling apply until in compliance, subject to limited exceptions | |
| Hedging/pledging | Strictly prohibited: short sales, derivatives, hedging, and pledging; margin accounts require prior Audit Committee approval . |
Governance Assessment
-
Positives:
- Audit Committee Chair with “financial expert” designation strengthens oversight of financial reporting, internal controls, and cybersecurity risk management .
- Strong attendance (Board 13 meetings; each director ≥75%; aggregate 99%) supports engagement and effectiveness .
- Independent director; committees are fully independent and chairs rotated to newer directors, signaling ongoing refresh and accountability .
- Clear director compensation structure (balanced cash/equity; standardized annual equity vesting) and strict insider trading/hedging/pledging prohibitions reduce alignment and reputational risk .
-
Watch items / RED FLAGS:
- Ownership guideline shortfall as of Nov 30, 2024 for Blake and several recently-added directors; while typical for newer directors, it is an alignment risk until compliance is achieved. Directors restricted from selling until next measurement and compliance .
- No performance-tied elements in director pay; equity is time-vested, which is standard but offers limited pay-for-performance signaling for directors .
- Ensure continued adherence to board service limits (≤4 public boards; ≤3 audit committees) given her external board at UNFI and audit chair role at WT; governance guidelines require Chair approval for new board seats .
-
Related-party/Interlocks:
- Compensation Committee interlocks/related-person transactions: none requiring disclosure in 2024 for Compensation Committee members .
- Audit Committee reviews and approves related-person transactions, providing an avenue to monitor conflicts .