Betsy D. Holden
Western UnionAbout Betsy D. Holden
Independent director of The Western Union Company; age 69; director since 2006 (19 years of Board tenure). Former Co‑CEO of Kraft Foods Inc. and Senior Advisor to McKinsey & Company with deep experience in marketing, governance, and operating in regulated industries. Currently chairs Western Union’s Corporate Governance, ESG, and Public Policy Committee and serves on the Compensation and Benefits Committee; the Board has affirmed her independence under NYSE and company guidelines .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Kraft Foods Inc. | Co‑CEO; President & CEO, Kraft Foods North America; President, Global Marketing & Category Development | Co‑CEO 2001–2003; President & CEO NA 2000–2003; President Global Marketing 2004–2005 | Led global growth strategies and marketing in highly regulated consumer sectors |
| McKinsey & Company | Senior Advisor | 2007–2020 | Led strategy, marketing, and board effectiveness initiatives across consumer, healthcare, and financial services |
| General Foods | Various marketing/line roles | Began 1982 | Product management and marketing leadership foundations |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Dentsply Sirona Inc. | Director | Current | Not disclosed in proxy |
| NNN REIT, Inc. (formerly National Retail Properties, Inc.) | Director | Current | Not disclosed in proxy |
| Kenvue Inc. | Director | Current | Not disclosed in proxy |
| Paine Schwartz Partners | Food Chain Advisory Board member; private portfolio company boards | Current | Advisory to sustainable agriculture/food portfolio |
| Northwestern Univ. Kellogg School of Management | Global Advisory Board | 2000–present | Governance/strategy advisory |
| Duke University | Trustee; Executive Committee | Trustee 2011–2023; Exec Committee 2015–2023 | University governance |
| Prior public boards | Diageo plc; Time Inc.; Catamaran Corporation | Diageo 2009–2018; Time 2014–2018; Catamaran 2012–2015 | Board experience across global CPG, media, and healthcare PBM |
Board Governance
- Committee assignments: Chair, Corporate Governance, ESG, and Public Policy Committee; Member, Compensation and Benefits Committee .
- Independence: The Board determined Ms. Holden is independent under company categorical standards and NYSE rules .
- Board/committee activity: Board met 6 times in 2024; each director attended at least 75% of aggregate Board and committee meetings; all directors attended the 2024 Annual Meeting of Stockholders .
- Committee activity (2024 meetings): Audit (8); Compensation and Benefits (5); Compliance (4); Corporate Governance, ESG, and Public Policy (4) .
- Governance remit (as CG/ESG chair): Board composition, nominations, evaluations, governance guidelines, ESG/public policy oversight, political expenditures, and related‑person transactions policy and reviews .
- Retirement policy: Directors retire at the annual meeting following age 74, with a possible one‑year Board waiver if in the Company’s best interests .
- Leadership structure: Independent Non‑Executive Chair; independent Board committees; regular executive sessions of non‑management directors .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual Board retainer (cash) | $120,000 | Comprises $85,000 Board retainer, plus $25,000 chair fee (CG/ESG), plus $10,000 non‑chair committee member fee; Ms. Holden elected to receive annual retainer fees in equity per program elections |
| Equity grant – Options | $200,000 | Director annual equity value for 2024; one‑year vesting; directors may elect mix between options and RSUs |
| All other compensation | $35,000 | Company matching of charitable contributions and Western Union Foundation matches per program |
| Total | $355,000 | Sum of components above |
Program structure details (Board‐wide):
- 2024 director cash retainers: Board $85,000; chair fees—Audit $35,000 (up from $30,000 in 2023), Compliance $30,000, Compensation and CG/ESG $25,000; Audit committee member retainer $20,000 (up from $15,000 in 2023); other committee members $10,000 .
- 2024 director equity grant: $200,000 value (up from $160,000 in 2023); one‑year vesting; choice of all options, all RSUs, or a specified mix .
- Non‑Executive Chair compensation: $125,000 retainer; $360,000 annual equity grant; one‑year vesting .
Performance Compensation
- Outside director equity awards vest based on continued service and are not tied to performance metrics; annual grants are time‑based RSUs and/or stock options with one‑year vesting for directors .
- No director‑specific performance metric table is disclosed in the proxy; performance metrics in the proxy apply to executive officers, not directors .
Other Directorships & Interlocks
| Company | Relationship to WU | Potential interlock/conflict |
|---|---|---|
| Dentsply Sirona Inc. | Unrelated sector (medical/dental devices) | None disclosed; Board monitors related‑person transactions; none in 2024 |
| NNN REIT, Inc. | Unrelated sector (net‑lease REIT) | None disclosed; Board reviews related‑person transactions |
| Kenvue Inc. | Unrelated sector (consumer health) | None disclosed; Board reviews related‑person transactions |
| Paine Schwartz Partners | Private equity advisory (ag/food) | None disclosed; not a WU counterparty; policy governs related‑person reviews |
Expertise & Qualifications
- CEO experience and global operational leadership at Kraft Foods; substantial governance experience across multiple industries; familiar with regulated environments .
- Extensive marketing and product management background; board effectiveness expertise from McKinsey & Company advisory role .
- Skills matrix attributes include CEO experience, financial literacy, regulated industry/government, emerging markets, and global operational experience .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficially owned WU shares | 251,908 |
| % of shares outstanding | 0.075% (251,908 ÷ 334,838,525 ) |
| Stock units outstanding (incl. fully vested deferred units) | 118,545 |
| Stock options outstanding | 23,130 |
| Pledging/Hedging status | Company policy prohibits pledging and hedging by directors |
| Director ownership guideline | 5× annual cash retainer; all outside directors have met or are expected to meet within five years |
Governance Assessment
- Independence and engagement: Independent director; chairs CG/ESG/Public Policy Committee overseeing Board composition and ESG strategy/reporting; member Compensation and Benefits Committee; Board met six times with ≥75% attendance by all directors; all attended 2024 Annual Meeting—signals stable governance participation .
- Alignment: Elected to receive annual retainer as equity and took the annual equity grant (options), increasing pay‑at‑risk and ownership alignment; director ownership guidelines at 5× retainer; pledging and hedging prohibited .
- Conflicts/related‑party exposure: Corporate policy requires CG/ESG/Public Policy Committee review and approval of related‑person transactions; none reported in 2024—reduces conflict risk .
- Shareholder sentiment: Say‑on‑pay support ~91% at 2024 Annual Meeting (five‑year average ~91%), indicating strong investor support for the Company’s compensation governance framework (contextual, applies to executives) .
RED FLAGS: None disclosed specific to Ms. Holden (no pledging/hedging, no related‑party transactions, independent status affirmed). Board monitors outside commitments; Ms. Holden currently serves on three other public company boards; the committee reviews outside commitments to ensure effectiveness .