Maria Eugenia Casar
About Maria Eugenia Casar
Independent director at Ethan Allen Interiors (ETD) since 2022; age 66. Former United Nations Under‑Secretary‑General (2014–2016), UN CFO/Controller (2011–2014), with prior senior roles in Mexico’s government (National Treasurer; Executive Director for International Cooperation, 2006–2009) and BANSEFI. Holds an MBA and a degree in public accounting (with honors) from ITAM; multilingual in Spanish, English, French, and Italian. Casar serves on ETD’s Audit and Corporate Governance, Nominations & Sustainability Committees, bringing strategic financial, risk management, sustainability, and HR leadership expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| United Nations | Under‑Secretary‑General | 2014–2016 | Senior leadership; enterprise risk and governance experience |
| United Nations | CFO and Controller | 2011–2014 | Financial stewardship, internal control, reporting |
| UN Development Programme | Associate Administrator | Not disclosed | Strategy and program governance |
| World Food Programme | Deputy Executive Director | Not disclosed | Operational leadership, transformation |
| Government of Mexico | National Treasurer | 2006–2009 | Treasury management, public finance |
| Government of Mexico | Executive Director, Mexican Agency for International Cooperation | 2006–2009 | International programs, governance |
| BANSEFI | Leadership roles | Not disclosed | Financial institution management |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Grupo Bimbo | Director | Current | Public company directorship; governance expertise |
| Save the Children Mexico | Director | Current | Non‑profit board; social impact |
| Sigma Alimentos | Advisory Board | Prior | Food industry advisory role |
| Global Future Council on International Governance & Sustainable Development | Member | 2015–2018 | Thought leadership on governance & sustainability |
Board Governance
- Independence: Board determined Casar is independent under NYSE rules; five of six nominees are independent .
- Committee assignments: Audit; Corporate Governance, Nominations & Sustainability .
- Meeting attendance: 100% attendance at 5 Board meetings and 100% for standing committee meetings in FY2025; independent directors held 5 executive sessions chaired by the Lead Independent Director .
- Board tenure: 3 years (as of 2025); skills include CEO/senior executive, risk management, international, operating, finance, sustainability/governance .
- Lead Independent Director: John J. Dooner, Jr. (since 2021), with clearly delineated duties; Board combines Chair/CEO roles with empowered LID .
- Related‑party transactions: None requiring approval or disclosure since FY2025 start through proxy filing .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $60,000 | Standard non‑employee director retainer |
| Committee chair fees | $0 | Chairs receive quarterly fees (Audit $4,000; Comp $2,000; CGNS $2,000); Casar is not a chair |
| Lead Independent Director fee | $0 | $2,000/quarter applies only to LID; not applicable to Casar |
| Meeting fees | $0 | Only paid if >4 stand‑alone committee meetings; none paid in FY2025 |
| Total cash FY2025 | $60,000 | As disclosed |
Performance Compensation
ETD compensates non‑employee directors with stock options that vest based on service (no performance metrics).
| Equity Type | Grant Date | Units/Value | Vesting | Terms |
|---|---|---|---|---|
| Stock options | Aug 7, 2024 | 3,330 options; grant date fair value $24,476 | Vest in 3 equal annual installments commencing first anniversary | Exercise price = fair market value on grant date; 10‑year term |
| FY2025 equity total | — | $24,476 | — | Included in total director compensation $84,476 |
Option grant sizing policy: Each non‑employee director receives options equal to $100,000 divided by the closing price on grant date; options vest over three years; 10‑year term .
Other Directorships & Interlocks
- Current public board: Grupo Bimbo .
- Non‑profit board: Save the Children Mexico .
- Advisory/affiliation: Sigma Alimentos (prior); Global Future Council (2015–2018) .
- Interlocks/conflicts with ETD: None disclosed; ETD reports no related‑party transactions requiring Item 404 disclosure in FY2025 .
Expertise & Qualifications
- Core credentials: Strategic finance, risk management, sustainability/governance, HR leadership; transformation expertise .
- Education: MBA and public accounting (with honors), ITAM .
- Languages: Spanish, English, French, Italian .
Equity Ownership
| Ownership Metric | Value | Notes |
|---|---|---|
| Shares owned directly/indirectly | 0 | As of Sept 12, 2025 |
| Rights to acquire within 60 days | 7,015 | Vested/exercisable options |
| Total beneficial ownership | 7,015 | As of Sept 12, 2025 |
| Outstanding options (total) | 10,191 | As of Jun 30, 2025 |
| Vested/exercisable within 60 days | 7,015 | As of Jun 30, 2025 |
| Unvested options | 3,176 | Derived from outstanding minus exercisable |
| Shares outstanding (company) | 25,446,339 | As of Sept 12, 2025 |
| Ownership as % of outstanding | ~0.028% | 7,015 / 25,446,339 (derived from cited values) |
Stock ownership guidelines: Directors must acquire over five years and maintain ownership equal to 3× annual cash compensation; one‑year holding period; pledged shares excluded; unearned performance awards and unvested options excluded from compliance calculation . Compliance status by director is not disclosed.
Insider trading, hedging, pledging: ETD prohibits hedging, pledging, short sales, options trading, and margin purchases; pre‑clearance required and trading limited to open windows .
Governance Assessment
- Independence and committee roles: Casar meets NYSE independence standards and serves on Audit and CGNS committees—positions central to financial oversight, governance policy, clawback/insider trading oversight, and sustainability reporting .
- Attendance and engagement: 100% Board and committee attendance; robust executive session practice under LID—positive for board effectiveness .
- Director pay and alignment: Compensation is modest in cash ($60k) with equity via stock options (service‑vesting; 10‑year term). Casar’s beneficial ownership is entirely from exercisable options (7,015 shares), with no reported direct share holdings—alignment via options rather than RSUs or outright shares; ownership guideline exists but individual compliance not disclosed .
- Conflicts/related parties: No related‑party transactions disclosed; external directorships in food/non‑profit sectors show no apparent ETD interlock risk .
- Policy infrastructure: Strong governance toolkit—clawback policy, anti‑hedging/pledging, proxy access, board evaluation, and stockholder engagement (44 investor/analyst meetings in FY2025); say‑on‑pay support high at 98.1% (signals shareholder confidence in compensation governance broadly) .
Red flags
- Limited direct share ownership (beneficial holdings fully via exercisable options) may indicate weaker immediate “skin‑in‑the‑game” versus outright share ownership or RSUs; compliance against director ownership guidelines is not disclosed, representing a monitoring gap for alignment assessment .
- No specific performance metrics apply to director equity (options are service‑vested), which is common but offers less pay‑for‑performance linkage than PSU structures; nonetheless, ETD’s director program emphasizes time‑based vesting and long option duration .
Contextual compensation governance (for completeness)
- Compensation Committee is authorized to retain independent consultants; did not engage one in FY2025; peer group used for NEO benchmarking includes home furnishings peers (e.g., Arhaus, La‑Z‑Boy, Steelcase) but not used for directors’ pay .
- Say‑on‑pay approval: 98.1% at 2024 annual meeting .
SECURITY OWNERSHIP DETAIL (as referenced above)
| Name | Shares Owned Directly/Indirectly | Rights to Acquire (60 days) | Total Beneficial Ownership |
|---|---|---|---|
| Maria Eugenia Casar | — | 7,015 | 7,015 |
DIRECTOR COMPENSATION DETAIL (FY2025)
| Name | Cash Fees | Option Awards (Grant‑date FV) | Total |
|---|---|---|---|
| Maria Eugenia Casar | $60,000 | $24,476 | $84,476 |
DIRECTOR OPTION GRANT AND OUTSTANDING
| Item | Value | Notes |
|---|---|---|
| FY2025 grant | 3,330 options (Aug 7, 2024) | Vest 1/3 annually; 10‑year term; exercise price = FMV |
| Options outstanding (6/30/2025) | 10,191 | 7,015 vested/exercisable within 60 days |
Board and Committee Meetings (FY2025)
| Body | Meetings Held | Attendance |
|---|---|---|
| Board of Directors | 5 | 100% by each director |
| Audit Committee | 4 | 100% by members |
| Compensation Committee | 4 | 100% by members |
| Executive sessions (independent directors) | 5 | Chaired by LID |