Mary Steele Guilfoile
C. H. ROBINSON WORLDWIDEAbout Mary J. Steele Guilfoile
Independent director at C.H. Robinson since October 2012 (age 71). Former Executive Vice President and Corporate Treasurer of JPMorgan Chase, and long-time finance/M&A executive with prior roles at The Beacon Group and Coopers & Lybrand; CPA with an MBA from Columbia and B.S. in Accounting from Boston College . She serves as Chair of the Talent & Compensation Committee and is a member of the Governance Committee; the Board is majority independent and each director attended at least 75% of 2024 Board/committee meetings .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| JPMorgan Chase (and predecessors) | Executive Vice President, Corporate Treasurer; prior CAO/Strategic Planning roles in the investment bank | 2000–2002 (EVP/Treasurer); 1986–1996 (various leadership roles) | Led finance/treasury and M&A integration; deep capital markets expertise |
| MG Advisors, Inc. | Chair | 2002–Present | M&A advisory and consulting leadership |
| The Beacon Group, LP | Partner | 1998–Present | Private equity investment partnership |
| The Beacon Group, LLC | Former Partner, CFO, COO | Prior | Operations/finance leadership in PE/M&A/wealth management |
| Booz Allen Hamilton | Former Consultant | Prior | Strategy consulting |
| Coopers & Lybrand (PwC) | Former Manager, Audit Services | Prior | Public accounting; CPA foundation |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| The Interpublic Group (NYSE: IPG) | Director | 2007–Present | Audit Committee Chair; Corporate Governance & Social Responsibility Committee member |
| AVOLTA AG (SIX: AVOL) | Director | 2020–Present | Audit Committee Chair; Nomination Committee member |
| Pitney Bowes (NYSE: PBI) | Former Chair of the Board; Director | 2018–2024 | Finance Committee; Audit Committee |
Board Governance
- Independence and roles: Independent director; Chair, Talent & Compensation Committee; Member, Governance Committee .
- Board structure: Independent Chair separates from CEO; executive sessions of independent directors at each regularly scheduled Board meeting .
- Meetings/attendance: 2024 Board meetings held: 5; all directors attended ≥75% of Board/committee meetings; TCC met 9 times; Governance Committee met 5 times .
- Committee oversight (TCC): Oversees CEO/NEO compensation, human capital strategy, succession, and shareholder Say‑on‑Pay process .
Fixed Compensation
| Element | Amount/Detail |
|---|---|
| 2024 Fees Earned or Paid in Cash (Mary S. Guilfoile) | $137,500 |
| 2024 Stock Awards (RSUs, grant-date fair value) | $175,000; fully vested RSUs, delivered after Board service ends |
| 2024 Total Director Compensation (Mary S. Guilfoile) | $312,500 |
| Committee fee schedule (chairs/members) | Audit: $30,000 / $12,500; Governance: $20,000 / $7,500; Talent & Compensation: $20,000 / $7,500 |
| Independent Chair additional cash retainer (2024 → 2025) | $100,000 in 2024; increased to $150,000 for 2025 |
| Annual cash retainer and equity (policy level) | Cash retainer $110,000; annual equity award $175,000 (unchanged for 2025; RSU timing moves to annual grant at Annual Meeting) |
Notes: Directors may elect to receive retainers in cash, taxable shares, or immediately vested RSUs payable after Board service; expenses for Board duties and director education reimbursed .
Performance Compensation
| Feature | Detail |
|---|---|
| Performance-conditioned pay | Not applicable to non-employee directors; equity is time-based RSUs, fully vested at grant with deferred settlement until service ends |
| Options/PSUs for directors | No option awards disclosed for directors; program is RSU-based |
Other Directorships & Interlocks
- Current public boards: IPG (Audit Chair), AVOLTA AG (Audit Chair; Nomination member) .
- Prior boards: Pitney Bowes (former Board Chair) .
- Interlocks/related-party: The Board deemed all nominees except the CEO independent; independence review cited ordinary-course relationships for several directors (Broadridge, PPG, Grainger) but did not cite any for Guilfoile; Audit Committee oversees related-party transactions under formal policy .
Expertise & Qualifications
- Finance/M&A integration, corporate treasury, capital markets (JPMorgan leadership roles) .
- Audit/risk oversight (Audit Chair roles at IPG and AVOLTA; CPA) .
- Governance and compensation oversight (TCC Chair at CHRW; board leadership at Pitney Bowes) .
- Education: MBA (Columbia), B.S. Accounting (Boston College), CPA .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (shares) | 22,291 shares; 0.02% of outstanding |
| Deferred/vested RSUs outstanding (12/31/2024) | 19,193 RSUs (fully vested; settle after service ends) |
| Ownership guidelines | Minimum 5x annual cash retainer; all directors with ≥5 years on Board are in compliance (Guilfoile joined 2012) |
| Hedging/pledging | Prohibited by policy for directors/officers; awards subject to clawback policies; restated equity plan maintains prohibitions and governance features |
Governance Assessment
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Strengths and signals:
- Deep finance/audit credentials; multi-board audit chair experience directly supports TCC chair role overseeing pay, succession, and culture .
- Strong engagement: Board held 5 meetings and executive sessions each meeting; TCC met 9x; all directors met ≥75% attendance—supports oversight cadence .
- Alignment: Director pay mix balanced with cash retainer and annual RSUs; ownership guideline of 5x retainer with compliance for long-tenured directors; hedging/pledging prohibitions reduce misalignment risk .
- Shareholder support: 86% Say‑on‑Pay approval at 2024 meeting—moderately strong endorsement of pay practices overseen by TCC .
- Policy enhancements: Supplemental clawback adopted in 2025; no repricing, no evergreen, minimum one‑year vesting, no single‑trigger CIC vesting under the equity plan .
-
Watch items:
- Board capacity: CHRW limits directors to four public company boards (others to notify Governance Chair); her current CHRW/IPG/AVOLTA service appears within policy limits .
- Related-party/independence: No Guilfoile-specific related-party transactions disclosed; independence affirmed for all nominees except the CEO .
Overall: Guilfoile’s finance and audit leadership, combined with her TCC chair role and robust governance structures (clawbacks, ownership guidelines, hedging/pledging bans), support investor confidence. No disclosed conflicts or attendance issues; Say‑on‑Pay support and program updates indicate responsiveness to shareholders .