Maureen Usifer
About Maureen Usifer
Independent director of Charlotte’s Web Holdings (CWBHF) since June 13, 2024; age 65; resides in Hilton Head, SC. She is Audit Committee Chair and a member of the Compensation and Corporate Governance & Nominating Committees. Background: over 30 years in consumer products leadership; former CFO of Seventh Generation; senior finance and IR roles at Church & Dwight. Education: B.S. in business (St. Michael’s College) and MBA in Finance (Clarkson University). Designated an audit committee financial expert; Board has determined she is independent under Nasdaq and NI 52-110 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Seventh Generation Inc. | Chief Financial Officer | 2012–2016 | Led finance for household/personal care brand |
| Church & Dwight Co., Inc. | VP Investor Relations; Senior Finance Director; Divisional CFO; Controller | 1996–2012 | Multi-year finance leadership across divisions |
| Green Mountain Care Board (Vermont) | Board Member (Governor-appointed regulator) | May 2017–Sep 2021 | Approved hospital budgets, insurance rates, capital projects |
External Roles
| Company | Listing | Role | Committees |
|---|---|---|---|
| BlackRock TCP Capital Corp. | Nasdaq | Director | Audit Chair; Governance Committee member |
| Liberty All-Star Funds | NYSE | Director | Audit Chair; Governance Committee member |
| BlackRock Capital Investment Corporation | Nasdaq | Prior Director | — |
| BlackRock Private Credit Fund | Private | Director | — |
| BlackRock Direct Lending Corp. | Private | Director | — |
| PC Construction | Private | Director | — |
Board Governance
- Independence: Independent under Nasdaq and NI 52-110 .
- Committee assignments:
- Audit Committee Chair (members: Usifer, McElwee, McCarthy; all independent; Usifer qualifies as audit committee financial expert) .
- Compensation Committee member (Chair: McCarthy) .
- Corporate Governance & Nominating Committee member (Chair: McElwee) .
- Attendance (2024):
- Board: 12 meetings; Usifer attended 100% during her service; only McElwee and McCarthy missed one meeting each .
- Audit Committee: 7 meetings; current members attended 100% except McElwee missed one; Usifer 100% .
- CG&N Committee: 6 meetings; current members attended 100%; Usifer 100% .
- Compensation Committee: 8 meetings; current members attended 100%; Usifer 100% .
- Majority voting policy in effect for director elections .
Fixed Compensation
| Component | Amount/Policy | Notes |
|---|---|---|
| Annual Board Cash Retainer (non-employee director) | $130,000/year | Reviewed annually by Compensation Committee |
| Additional Chair Retainer | $38,000/year (Board Chair) | Not applicable to Usifer |
| Committee Chair Fees | Audit $20,000; Compensation $10,000; Governance $10,000 per year | Usifer earns Audit Chair fee |
| Committee Member Fee | $5,000/year per committee | Applies for each membership |
| 2024 Actual (Usifer) | Cash fees: $40,000; Stock awards: $15,000; Total: $55,000 | Pro-rated due to mid-year appointment |
Performance Compensation
| Equity Type | Grant Policy | Vesting | 2024 Actual (Usifer) |
|---|---|---|---|
| RSUs (Directors) | 75,000 RSUs per year; 85,000 for Board Chair | 100% on first anniversary of grant (annual at AGM; pro-rated for new appointees) | Stock awards fair value $15,000; valuation uses $0.20 FMV per RSU in 2024 |
- Metrics tied to director compensation: None disclosed; director RSUs are time-based, not performance-based .
- Clawback/Hedging: Company has an executive clawback policy; Insider Trading Policy prohibits hedging and short sales for directors and employees .
Other Directorships & Interlocks
| Relationship Type | Detail | Governance Implication |
|---|---|---|
| External audit chair roles | Audit Chair at BlackRock TCP Capital Corp. and Liberty All-Star Funds | Strengthens financial oversight credentials (audit committee financial expert) |
| Related parties at CWBHF | No related-party transactions disclosed involving Usifer; indebtedness section shows none for directors | Low conflict risk based on disclosures |
| Investor designee on CWBHF board | BT DE Investments (BAT subsidiary) has nomination rights; Atwood is designee (not independent) | Board balance: 3 independent of 6 directors |
Expertise & Qualifications
- Significant accounting and financial expertise; audit committee financial expert designation .
- 20+ years in senior finance roles (CFO, IR, divisional CFO) across consumer products .
- Education: B.S. (St. Michael’s College); MBA in Finance (Clarkson University) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Maureen Usifer | — | — | No shares reported; none pledged |
- Shares outstanding: 158,617,767 Common Shares as of April 15, 2025 .
- Ownership Guidelines: Directors must own Company shares worth ≥3x annual retainer; new directors have 5 years to comply (policy established May 24, 2021) .
- Observation: As a 2024 appointee, Usifer’s current disclosed ownership is zero; guideline compliance window applies .
Governance Assessment
-
Strengths:
- Independent director with audit committee financial expert credentials; currently Audit Chair at CWBHF and external investment companies, indicating deep oversight capability .
- Strong engagement: 100% attendance across Board and committee meetings during 2024 service .
- Clear policies: Majority voting, anti-hedging, committee charters, and robust audit oversight processes .
-
Watch items / potential red flags:
- Ownership alignment: No beneficial ownership disclosed for Usifer as of April 15, 2025; while policy grants 5 years to meet 3x retainer, zero ownership is a near-term alignment gap for an audit chair. Monitor accumulation toward guideline compliance .
- Board independence mix: Only half the board is independent; presence of investor designee (BAT) and management directors may influence dynamics—heightens importance of independent committee chairs (including Usifer) .
-
Compensation signals:
- Director pay structure balanced with cash and time-based RSUs; no performance conditions on director equity grants (typical, but limits pay-for-performance signaling at the director level) .
- 2024 director compensation for Usifer appears pro-rated; RSU values consistent with standard 75,000-unit policy at 2024 FMV, supporting uniformity and predictability in board pay .
-
Conflicts:
- No related-party transactions or indebtedness involving Usifer disclosed; company highlights processes for conflict management and audit committee oversight of related parties .
Implication: Usifer’s profile supports investor confidence in financial oversight and audit quality; near-term focus should be on monitoring equity accumulation under ownership guidelines to reinforce alignment. Committee leadership and attendance mitigate board independence mix concerns, but external investor rights (BAT) warrant continued scrutiny of committee rigor and executive sessions practices .