Martha E. Marcon
About Martha E. Marcon
Independent director (age 76), serving on GHLD’s Board since 2020. Former KPMG LLP partner; served as National Resource Partner for the Insurance Industry and Western Region Insurance Industry Leader. Current outside board roles include Mercury General Corporation (chairs Audit and Nominating/Corporate Governance committees), Nonprofits Insurance Alliance; previously a director at Foresters Financial until 2021. Bachelor of Science, summa cum laude, in economics and business administration from Lehigh University.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| KPMG LLP | Partner; National Resource Partner, Insurance Industry; Western Region Insurance Industry Leader | Until retirement in 2006 | Insurance accounting/financial reporting expertise; leadership roles |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Mercury General Corporation | Director; Chair of Audit; Chair of Nominating/Corporate Governance | Since 2008 | Leads audit oversight and governance at a public insurer |
| Nonprofits Insurance Alliance | Director | Not disclosed | Board member at insurance-focused nonprofit alliance |
| Foresters Financial | Director | Until retirement in 2021 | Board service at international insurance/financial services firm |
Board Governance
- Independence: Board determined Ms. Marcon is independent under NYSE standards; also all Audit Committee members are independent, and she qualifies as an “audit committee financial expert” (SEC definition).
- Committee assignments (2024):
- Audit Committee: Chair; Audit Committee Financial Expert
- Nominating & Corporate Governance Committee: Member
- Compensation Committee: Not a member
- Attendance & engagement:
- Board met 4 times in 2024; each incumbent director attended at least 75% of Board and applicable committee meetings; all directors attended the 2024 Annual Meeting.
- Non-management directors met in executive session 4 times; independent-director executive sessions were presided over by the Nominating & Governance Chair (Bryant).
- Hedging/pledging prohibition: Directors are prohibited from short sales, derivatives trading in company securities, holding in margin accounts, and pledging company stock as collateral.
- Stock ownership guidelines: Non-executive directors are expected to hold 5x their annual cash retainer, measured annually. Initial compliance window for incumbents runs through March 31, 2027.
Committee Memberships (2024)
| Director | Audit Committee | Compensation Committee | Nominating & Corporate Governance Committee |
|---|---|---|---|
| Martha E. Marcon | Chair; Financial Expert | — | Member |
Attendance & Engagement (2024)
| Metric | Value |
|---|---|
| Board meetings held | 4 |
| Director attendance threshold met | ≥75% (all incumbents) |
| Annual Meeting attendance | All directors attended (2024) |
| Non-management exec sessions | 4 |
Fixed Compensation
- Non-employee director cash retainers (2024):
- Base retainer: $50,000
- Board Chair additional retainer: $25,000
- Audit Committee: Chair $25,000; Member $10,000
- Compensation Committee: Chair $15,000; Member $7,500
- Nominating & Corporate Governance Committee: Chair $10,000; Member $5,000
2024 Director Compensation – Martha E. Marcon
| Component | Amount (USD) |
|---|---|
| Fees earned or paid in cash | $80,000 |
| Stock awards (grant-date fair value) | $110,002 |
| All other compensation (DEUs from special dividend) | $3,898 |
| Total | $193,900 |
RSU Grant Details (2024)
| Detail | Value |
|---|---|
| Annual RSU retainer grant value | $110,000 (standard for non-employee directors) |
| Grant date | May 8, 2024 |
| RSUs granted (Marcon) | 7,796 RSUs |
| Vesting | Generally vests at next Annual Meeting (May 27, 2025) subject to continued service |
| Change-in-control | RSUs become immediately vested upon CIC, subject to continued service to date |
| DEUs accrued on RSUs from special dividend | Paid as additional RSUs; included in “All other compensation” |
Performance Compensation
- Directors at GHLD do not receive performance-based pay; equity is time-based (RSUs). No options were granted to directors; policy emphasizes scheduled grant timing and does not coordinate with MNPI.
- Stock ownership guidelines (alignment metric): Non-executive director guideline is 5x cash retainer; compliance assessed annually; individual compliance status not disclosed.
Other Directorships & Interlocks
| Company | Role | Committee Positions | Potential Interlock/Conflict with GHLD |
|---|---|---|---|
| Mercury General Corporation | Director | Chair of Audit; Chair of Nominating/Corporate Governance | None disclosed; no related-party transactions noted for Marcon |
| Nonprofits Insurance Alliance | Director | Not disclosed | None disclosed |
| Foresters Financial | Former Director | Not disclosed | None disclosed |
- Related-party transactions: Proxy discloses no transactions >$120,000 involving directors in 2024; one item relates to CEO’s son compensation, not to Marcon.
Expertise & Qualifications
- Audit and financial reporting expertise; designated Audit Committee Financial Expert.
- Deep insurance industry experience from KPMG leadership roles.
- Governance leadership experience as chair of audit and nominating/governance at Mercury General.
- Education: B.S., summa cum laude, economics & business administration, Lehigh University.
Equity Ownership
| Item | Value |
|---|---|
| Beneficial ownership – Class A common | 64,378 shares (<1% of class) |
| RSUs outstanding (incl. DEUs) at 12/31/2024 | 8,042 RSUs |
| RSUs vesting within 60 days of 3/28/2025 | 8,042 shares issuable upon vesting |
| Ownership as % of combined voting power | <1% (asterisk indicates less than 1%) |
| Hedging/pledging | Prohibited by policy (no pledging; no margin; no short sales/derivatives) |
| Stock ownership guideline (non-exec director) | 5x annual cash retainer; compliance assessed annually (status not disclosed) |
Governance Assessment
-
Strengths:
- Independent director with audit chair responsibilities and audit financial expert designation; strong fit for a mortgage lender’s risk, controls, and financial reporting oversight.
- High engagement indicators (≥75% attendance; executive sessions regularly held); leadership across governance structures.
- Clear alignment mechanisms: director RSU program; 5x retainer stock ownership guideline; prohibitions on hedging/pledging reduce misalignment risks.
- No related-party transactions involving Marcon; Audit Committee oversees related-party approvals.
-
Watch items:
- Personal equity stake is relatively small (<1% of Class A), typical for outside directors but modest “skin-in-the-game”; individual guideline compliance not disclosed.
- RSUs immediately vest upon a change-in-control, standard but can be viewed as a potential entrenchment/perceived windfall feature; balanced by time-based vesting and market-standard practice.
-
Net view:
- Marcon’s profile supports investor confidence in financial reporting quality and risk oversight; independence, insurance-sector depth, and audit leadership are positives. No conflicts or attendance issues identified.