Matthew McCarthy
About Matthew McCarthy
Independent director of Charlotte’s Web Holdings, Inc. since February 6, 2024; Chair of the Compensation Committee and member of the Audit and Corporate Governance & Nominating Committees. Former CEO of Ben & Jerry’s (2018–2023) with a 26-year Unilever career; currently CEO of Critical Mass Jams, LLC (founded May 2023). Education: MBA in Marketing (Hofstra University) and BA in Political Science (University of Massachusetts). Determined independent under Nasdaq and NI 52‑110; attended 11 of 12 Board meetings in 2024 (missed one) and had perfect attendance at Compensation and Audit committees in 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ben & Jerry’s Homemade | Chief Executive Officer; Director | Jul 2018 – Apr 2023 | Led growth to #1 U.S. ice cream market share and operations in 30+ markets . |
| Unilever | Senior executive roles (VP & GM Foods North America; Sr. Director & GM US Deodorants & Men’s Grooming) | ~1997 – 2023 | Grew revenue, market share; brand building and sustainability initiatives . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Critical Mass Jams, LLC | Chief Executive Officer (founder) | May 2023 – present | Private entity founded by McCarthy . |
Board Governance
- Committee assignments: Chair, Compensation Committee; member, Audit Committee; member, Corporate Governance & Nominating Committee .
- Independence: Board determined McCarthy is independent under Nasdaq and NI 52‑110 .
- Attendance: Board met 12 times in 2024; McCarthy absent from one meeting. Audit Committee met seven times in 2024; McCarthy attended 100%. Compensation Committee met eight times in 2024; McCarthy attended 100% .
- Committee leadership transitions: McCarthy joined Audit and Compensation on Feb 6, 2024; assumed Compensation Chair on Jun 13, 2024 .
| Committee | 2024 Meetings | McCarthy Attendance | Chair Status |
|---|---|---|---|
| Board of Directors | 12 | 11 | N/A |
| Audit Committee | 7 | 7 | Member |
| Compensation Committee | 8 | 8 | Chair (as of Jun 13, 2024) |
Fixed Compensation
- Program structure (non‑employee directors): Annual board retainer $130,000; Chair additional retainer $38,000; Committee retainers: Audit Chair $20,000; Compensation Chair $10,000; Governance Chair $10,000; Committee member $5,000 .
- McCarthy actual 2024 cash fees: $98,675 (reflects partial-year and role timing) .
| Item | Amount | Notes |
|---|---|---|
| Board retainer (program) | $130,000/year | Applies to non‑employee directors |
| Chair additional retainer (program) | $38,000/year | Board Chair; committee chair fees separate |
| Audit Committee Chair (program) | $20,000/year | |
| Compensation Committee Chair (program) | $10,000/year | |
| Governance & Nominating Chair (program) | $10,000/year | |
| Committee member (program) | $5,000/year | Per committee |
| McCarthy – Fees Earned (2024 actual) | $98,675 | As reported |
Performance Compensation
- Equity type and vesting: Director RSUs vest 100% on the first anniversary of the grant date, which occurs annually on the scheduled AGM; newly appointed directors receive pro‑rated RSUs upon appointment. No stock options granted to directors in 2024 .
- McCarthy 2024 stock awards: $15,000 RSU grant value; proxy assumptions use $0.20 fair value per share for 2024 RSUs, implying ~75,000 RSUs for 2024 ($15,000 ÷ $0.20) .
| Metric | 2024 Value | Vesting/Terms |
|---|---|---|
| RSU grant value (McCarthy) | $15,000 | Vests 100% at 1-year from grant; appointment grants pro‑rated |
| Implied RSUs (McCarthy) | ~75,000 | Based on $0.20 fair value disclosed |
| Options granted (directors 2024) | $0 | None in 2024 |
No director-specific performance metrics (e.g., TSR, EBITDA) are disclosed for RSU vesting; RSUs for directors appear time‑based under the LTIP. The LTIP permits performance awards generally, but none are specified for directors in 2024 .
Other Directorships & Interlocks
- No other public company directorships for McCarthy are disclosed in the proxy or 8‑K appointment; his prior Ben & Jerry’s board role was at a subsidiary of Unilever, not a separate public company board .
- BAT designee (Atwood) serves on the board under an investor rights agreement; not an interlock attributable to McCarthy but relevant to overall board independence dynamics .
Expertise & Qualifications
- Strategic consumer brand leadership, market share growth, and international operations from Unilever and Ben & Jerry’s .
- Financial literacy affirmed for Audit Committee membership; Audit Committee composition lists McCarthy as financially literate .
- Governance experience: Chairing Compensation Committee; charter provides authority over executive/director pay policies, incentives, and equity plans .
Equity Ownership
- Beneficial ownership: McCarthy reported no common shares as of April 15, 2025; “—” percent of class .
- Ownership guidelines: Directors must own common shares valued at least 3x annual retainer; new directors have five years to comply (policy established May 24, 2021). Hedging (short sales, puts, calls) is prohibited under Insider Trading & Reporting Policy .
| Holder | Shares Beneficially Owned | % of Class |
|---|---|---|
| Matthew E. McCarthy | 0 | — |
Alignment note: McCarthy appears below the 3x retainer guideline currently, but remains within the five‑year window to achieve compliance as a director appointed in 2024 .
Governance Assessment
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Strengths:
- Independent status with strong committee engagement; perfect 2024 attendance in Audit and Compensation; assumed Compensation Chair within months of joining, indicating active oversight of pay practices .
- No related‑party transactions reportable under Item 404(a) at appointment; no director options granted in 2024, limiting risk of option repricing .
- Board policies include anti‑hedging and director ownership guidelines, and a formal LTIP with clear plan limits; clawback policy implemented for executive officers .
-
Watch items / potential red flags:
- Zero reported share ownership as of April 15, 2025; while RSUs were granted and vesting is time‑based, absence of direct shareholdings until vesting may limit near‑term “skin‑in‑the‑game.” Mitigated by five‑year compliance window and annual RSU program .
- Overall board independence is constrained; only half of directors considered independent, with an investor‑designated director (BAT). Not a McCarthy‑specific conflict, but relevant to Compensation Committee independence and broader board effectiveness .
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Signals affecting investor confidence:
- Proactive leadership on Compensation Committee with full attendance and responsibility for equity grant policies under new SEC 402(x) disclosure, supportive of disciplined pay governance .
- Audit Committee participation and financial literacy enhance credibility in financial oversight; committee recommended inclusion of 2024 audited financials in 10‑K .
Overall: McCarthy’s governance profile is positive—independent, engaged, financially literate, and active in pay oversight. The main alignment gap is current zero share ownership pending RSU vesting and guideline compliance, which should be monitored. No personal conflicts or related‑party exposures are disclosed at appointment .