Anna Catalano
About Anna Catalano
Independent director at Frontdoor, Inc. since 2018; age 65; former Group Vice President, Global Marketing at BP p.l.c. with significant international operating experience (including as President of Amoco Orient Oil Company) . She serves as Chair of FTDR’s Compensation Committee and is classified independent under Nasdaq rules . 2024 board attendance: 94% (Board held 10 meetings) . Current external public boards: Ecovyst (Chair, Nominating & Corporate Governance) and HF Sinclair (Compensation; Nominating, Governance & Social Responsibility) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BP p.l.c. / Amoco | Group Vice President, Global Marketing; President, Amoco Orient Oil Company | 1979–2003 | Led global marketing; extensive international leadership (Beijing assignment) |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Ecovyst, Inc. | Independent Director; Chair, Nominating & Corporate Governance | Since Jul 2022 | Nominating & Corporate Governance (Chair) |
| HF Sinclair Corporation | Independent Director | Since Mar 2022 | Compensation; Nominating, Governance & Social Responsibility |
| Prior: Kraton Corporation | Independent Director | 2011–2022 (acquired) | — |
| Prior: Willis Towers Watson p.l.c. | Independent Director | 2016–2022 | — |
Board Governance
- Committee memberships: Compensation Committee (Chair) ; Compensation Committee members: Catalano (Chair), Cella, Pelletier .
- Independence: Board determined Catalano is independent .
- Attendance and engagement: Board met 10 times in fiscal 2024; Catalano attended 94% of Board/committee meetings; all other directors attended 100% .
- Lead Independent Director: Brian P. McAndrews; presides over executive sessions; Board holds regular executive sessions of independent directors .
- Compensation Committee interlocks: None; no related person transactions requiring disclosure among Compensation Committee members in 2024 .
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Cash fees (annual) | $105,000 | $110,000 |
| Stock awards (fully vested common stock) | $159,998 | $160,015 |
| Total | $264,998 | $270,015 |
| Role-based retainers (program terms) | Base retainer $250,000 = $90,000 cash + $160,000 stock; Comp Committee Chair retainer $20,000 cash; Lead Director $25,000; Audit Chair $25,000; Nom/Gov Chair $10,000 | No change to non-employee director compensation in 2024; same retainer structure |
Notes: Directors receive fully vested common stock; may elect to defer into fully vested deferred share equivalents (DSEs) . Reimbursement of reasonable meeting and director education expenses .
Performance Compensation
| Element | Status | Metrics / Structure |
|---|---|---|
| Director equity awards | Not performance-based | Annual grants are fully vested common stock; optional DSE deferral; no PSU/option performance metrics for directors |
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public boards | Ecovyst; HF Sinclair |
| Potential interlocks/conflicts | FTDR’s Compensation Committee affirmed no related person transactions with its members in 2024 . Ecovyst (specialty catalysts) and HF Sinclair (energy) have no disclosed customer/supplier ties to FTDR’s home services; FTDR prohibits pledging, hedging, short sales by directors . |
| Independence safeguards | Annual independence assessment; only independent directors on Board committees . |
Expertise & Qualifications
- Core credentials: Executive leadership; public company board experience; strategy/M&A; marketing and communications; governance and compensation expertise .
- Skills matrix highlights: Catalano shows substantial experience in Executive Leadership, Public Company Boards, Strategy & M&A; tenure 6.5 years; independent non-employee director .
Equity Ownership
| Metric | 2019 | 2020 | 2021 | 2023 |
|---|---|---|---|---|
| Beneficial ownership (shares) | 1,770 | 5,209 | 8,056 | 25,783 |
| % of shares outstanding | <1% in each year | |||
| Pledging/hedging status | None pledged; pledging/hedging prohibited by policy |
Stock ownership guidelines: Non-employee directors expected to own 5× annual cash retainer; must retain 100% of shares acquired until guideline met; no fixed compliance deadline stated .
Governance Assessment
- Board effectiveness: Catalano’s chair role on the Compensation Committee and broad governance credentials strengthen oversight of pay design and talent strategy; committee is independent and uses an independent consultant (Meridian) .
- Pay structure signals: Director pay is balanced between cash ($90k base recurring) and fully vested equity ($160k), plus $20k chair retainer; director program was raised in April 2023 and then held steady in 2024, reflecting disciplined governance and market benchmarking .
- Ownership alignment: Rising beneficial ownership over time, coupled with retention and anti-hedging/pledging policies, supports alignment with shareholders .
- Shareholder support: Say-on-pay passed with 68.29M For vs 2.91M Against and 0.10M Abstentions; majority favored annual frequency. Proxy notes “over 95%” approval in 2024, indicating strong investor confidence in compensation governance .
- RED FLAGS: 2024 attendance below 100% (94% for Catalano versus 100% for peers) — minor but noteworthy for engagement monitoring . No disclosed related-party transactions involving Compensation Committee members, and hedging/pledging are prohibited, reducing conflict risk .