Josh McCarter
CompassAbout Josh McCarter
Independent director at Compass, Inc. (COMP) since April 2022; age 52. McCarter is a technology operator currently serving as Chief Executive Officer of EverPro (a division of EverCommerce) since September 2024, with prior CEO roles at ShipMonk (June 2023–May 2024) and Mindbody (2020–2022). He holds a B.A. in Political Science and Business from UCLA and an MBA from USC. He is independent under NYSE rules and serves on the Nominating & Corporate Governance Committee; his current board term expires in 2027.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| EverPro (EverCommerce) | Chief Executive Officer | Sep 2024–Present | — |
| ShipMonk, Inc. | Chief Executive Officer & Director | Jun 2023–May 2024 | — |
| Mindbody, Inc. | CEO; President; Chief Strategy Officer; Director | 2018–2023 (CEO 2020–2022; Director 2020–2023) | — |
| Booker Software, Inc. | Chief Executive Officer & Director | 2010–2018 | — |
| Arbitech, LLC | President | 2003–2010 | — |
| SpaFinder, Inc. | Chief Operating Officer; Director | 2000–2002; Director 2001–2016 | — |
| Autobytel (n/k/a Autoweb) | VP, Business & International Development | 1996–2000 | — |
External Roles
| Organization | Capacity | Tenure/Status |
|---|---|---|
| Other public company boards | None | Current: None |
| Young Presidents’ Organization | Board member | As disclosed in 2024 proxy |
| Juvenile Diabetes Research Foundation | Board member | As disclosed in 2024 proxy |
Board Governance
- Structure and independence
- Independent director; all directors except the CEO are independent under NYSE rules.
- Class III director; current term expires 2027.
- Lead Independent Director: Charles Phillips.
- Committee assignments and engagement
- Nominating & Corporate Governance Committee: Member (Chair: Charles Phillips). Committee held 4 meetings in 2024.
- Attendance: All directors attended at least 75% of aggregate Board and committee meetings in 2024; Board met 8 times.
- Governance practices
- Regular executive sessions of independent directors; annual Board/committee self-evaluations; stock ownership requirements; hedging prohibited and pledging restricted.
Fixed Compensation (Director)
| Item | Policy/Amount | 2024 Actual (McCarter) |
|---|---|---|
| Board annual cash retainer | $50,000 | — (included below) |
| Nominating & Corporate Governance member fee | $5,000 | — (included below) |
| Total cash fees earned | — | $55,000 |
Notes: Fee schedule from Compass’s non-employee director policy; McCarter’s 2024 cash total reflects Board retainer plus Nominating & Corporate Governance membership fee.
Performance Compensation (Director Equity)
| Component | Value/Grant | Vesting/Performance | 2024 Actual (McCarter) |
|---|---|---|---|
| Annual Director RSU Award | Target $225,000 | Time-based; fully vests at next annual meeting or one year from grant | Grant-date fair value $212,620 |
| Performance metrics | N/A | None (director awards are time-based, not performance-based) | N/A |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company directorships | None |
| Prior public company directorships | None disclosed |
| Interlocks/shared directorships with COMP competitors/suppliers/customers | None disclosed |
Expertise & Qualifications
- Senior leadership/operator across software, platforms, and payments (Booker, Mindbody, ShipMonk, EverPro).
- Board skills matrix flags experience in Finance; Digital/Innovation/Technology/Cybersecurity; Human Capital Management; and Public Company Governance.
- Education: B.A. UCLA; MBA USC.
Equity Ownership
| Item | Amount | Date/Notes |
|---|---|---|
| Class A shares beneficially owned | 124,849 (<1%) | As of Mar 24, 2025 |
| Class C shares beneficially owned | 0 | As of Mar 24, 2025 |
| Unvested director stock awards outstanding | 57,310 RSUs | As of Dec 31, 2024 |
| Unexercised option awards outstanding | None | As of Dec 31, 2024 |
| Ownership guidelines | Directors must hold 5x annual Board retainer; all non-employee directors satisfied requirement as of Dec 31, 2024 | Policy and compliance status |
| Hedging/pledging | Hedging prohibited; pledging restricted and requires pre-approval under guidelines | Company policy |
Historical reference: As of Mar 31, 2024, McCarter beneficially owned 62,387 Class A shares (plus 3,716 RSUs vesting within 60 days).
Governance Assessment
- Alignment and independence: Independent director with relevant operating and technology expertise; no other public boards reduces interlock risk; no related-party transactions requiring disclosure since the beginning of fiscal 2024.
- Committee fit: Placement on Nominating & Corporate Governance aligns with background in leadership/talent and governance; committee met 4x in 2024; Board attendance threshold met by all directors.
- Incentive alignment: Director pay mix emphasizes equity via annual time-based RSUs, plus modest cash retainers; stock ownership guidelines and prohibition on hedging (with restricted pledging) support alignment with shareholders.
- Signals from shareholder votes: 2024 say-on-pay support ~93%, suggesting general investor comfort with compensation governance (company-wide context).
- RED FLAGS: None disclosed—no related-party transactions, no option repricings/modifications for directors, and no attendance or independence concerns identified.