Eileen P. McCarthy

About Eileen P. McCarthy

Independent director at Chemed (CHE) since 2023; age 58. McCarthy is General Counsel and Corporate Secretary at JetBlue Airways (rejoined 2024), previously part of JetBlue’s legal leadership from 2006–2021 (most recently VP, Associate General Counsel). She served at UiPath (NYSE: PATH) as SVP & Deputy General Counsel beginning April 2022 and earlier practiced corporate and securities law in New York (1997–2006). Her core credentials center on legal, ethics, compliance, and board governance interface experience .

Past Roles

Organization	Role	Tenure	Committees/Impact
UiPath, Inc. (NYSE: PATH)	Senior Vice President & Deputy General Counsel	From Apr 2022 until rejoining JetBlue in 2024	Legal leadership at a public automation software company
JetBlue Airways (NASDAQ: JBLU)	Legal leadership; most recently VP, Associate General Counsel	2006–2021	Led legal, ethics, compliance functions; board interface
Law practice (NYC)	Corporate & securities attorney	1997–2006	Capital markets and corporate governance exposure

External Roles

Organization	Role	Start	Notes
JetBlue Airways (NASDAQ: JBLU)	General Counsel & Corporate Secretary	2024	Responsible for legal, ethics, compliance; manages relationship with JetBlue’s board

Board Governance

Independence: The Board affirmatively determined McCarthy is independent under NYSE standards .
Committee assignments (2024): Compensation Committee member (not chair) .
Committee chairs: Audit—P.P. Grace (Chair); Compensation—G.J. Walsh III (Chair); Nominating—P.P. Grace (Chair) .
Meetings/attendance: Board held 5 meetings in 2024; Audit 7, Compensation 3, Nominating 1; all directors attended at least 80% of Board and applicable committee meetings .
Executive sessions: Board also meets in executive session during its meetings .
Majority voting: Directors in uncontested elections must receive a majority of votes cast; incumbent nominees have irrevocable resignation letters if they fail to gain a majority and the Board accepts the resignation .
Leadership structure: CEO and Chair roles are separated; Walsh serves as non-CEO Chair .

Fixed Compensation

Component (Non-Employee Director, 2024)	Amount
Annual cash retainer	$80,000
Board meeting fee (per meeting)	$3,000
Committee membership annual fees	Audit: $15,000; Compensation: $12,000; Nominating: $10,000
Committee chair annual fees	Audit Chair: $30,000; Compensation Chair: $20,000; Nominating Chair: $15,000
Committee meeting fee	$1,000 per meeting; $500 if same day as Board meeting
Director deferred compensation plan credit	$6,000/year (purchased in Company stock; dividends reinvested)
Health/office benefits	May participate in health plans at COBRA rates; may use non-exclusive space in NY office

McCarthy – 2024 Director Compensation Detail	Amount ($)
Fees Earned or Paid in Cash	110,000
Stock Awards (fully vested)	166,273
All Other Compensation	—
Total	276,273
Note: Includes $6,000 stock contribution via Director Deferred Compensation Plan	Yes

2024 Equity Granted (All non-employee directors including McCarthy)	Detail
Annual equity (May 2024)	284 fully vested shares; grant value approximately $160,273

Performance Compensation

Director equity is granted as fully vested stock (no performance metrics for directors) .
Company policies:
- Clawback policy aligned with NYSE rules (2024 Recovery Policy; separate misconduct-based recovery over prior 3 years) .
- Anti-hedging policy prohibits directors and officers from hedging Company stock .
- 2025 Stock Incentive Plan (subject to approval) includes double-trigger change-in-control protections for awards that are assumed/replaced, no option repricing, and 3-year vesting standards on time-based awards (not specific to directors; plan eligibility includes non-employee directors) .

Other Directorships & Interlocks

Compensation Committee interlocks: None—Company discloses no interlocks or insider participation for the Compensation Committee (members: Walsh, Heaney, Lindell, McCarthy) .

Expertise & Qualifications

Legal/governance: Extensive background as GC/Corporate Secretary (JetBlue) with responsibility for legal, ethics, compliance, and board relations .
Industry exposure: Aviation (JetBlue) and enterprise software/automation (UiPath) .
Corporate/securities law experience from private practice (1997–2006) .

Equity Ownership

Metric	Value
Beneficial ownership (12/31/2024)	578 shares
Options exercisable (within 60 days of 12/31/2024)	0
Ownership as % of class	Below 1% (not shown where <1%)
Director stock ownership guideline	5× annual board retainer = $400,000 required holdings
Compliance statement (directors broadly)	All directors have met guidelines or are pursuing plans within allotted timeframe
Deferred compensation plan contribution (2024)	$6,000 credited in stock (dividends reinvested)

Governance Assessment

Board effectiveness and independence: McCarthy is an independent director with relevant governance and legal expertise; she serves on the Compensation Committee, which is composed entirely of independent directors and had no interlocks in 2024—supportive of pay governance integrity .
Engagement and attendance: The Board and committees met regularly in 2024; all directors met at least the 80% attendance threshold, and the Board holds executive sessions, indicating baseline engagement and independence in oversight .
Alignment and incentives: Director pay blends cash and fully vested stock; McCarthy’s 2024 mix was $110,000 cash and $166,273 equity, alongside a $6,000 deferred stock contribution, aligned with an ownership guideline of $400,000 for directors and anti-hedging protections .
Shareholder signals: Say-on-pay approval of 82.70% in 2024 suggests generally supportive investor sentiment toward compensation practices overseen by the Committee on which McCarthy serves .
Conflicts and related-party risk: The proxy’s disclosed related-person transactions do not indicate a specific item involving McCarthy in the cited disclosures; Compensation Committee interlocks were expressly noted as none in 2024 .

RED FLAGS: None specifically cited regarding McCarthy. Notably, the Company prohibits hedging (positive), uses majority voting with resignation policy (positive), and reports no Compensation Committee interlocks (positive) .

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