Mary Ann McGarry
About Mary Ann McGarry
Mary Ann McGarry, age 66, is a Class I director of Guild Holdings Company (GHLD) who joined the board in 2020 after a nearly four-decade career at Guild Mortgage, including serving as CEO from December 2007 through June 30, 2023 . She previously held President, CFO, and COO roles at Guild and began in internal audit after prior experience at Peat, Marwick, Mitchell & Co.; she holds a BBA in accounting with a minor in computer science from the University of San Diego . Her executive tenure provides deep operating, finance, and industry expertise relevant to GHLD’s strategy .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Guild Holdings Company / Guild Mortgage Company | Chief Executive Officer | Dec 2007 – Jun 30, 2023 | Led executive transition; informed incentive design history |
| Guild Mortgage Company | President; Chief Financial Officer; Chief Operating Officer; Controller; Internal Audit Supervisor | 1984–2007 (roles spanning 1985–2007) | Built finance, compliance, and operations foundations |
| Peat, Marwick, Mitchell & Co. | Accountant | Pre-1984 | Early public accounting experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Mortgage Bankers Association | Director (industry association) | Prior service (dates not specified) | Provides sector network and policy exposure |
| Guild Giving Foundation | Director (non-profit) | Prior/current service (dates not specified) | Community engagement and philanthropy |
| Fannie Mae Advisory Council | Member | Prior service (dates not specified) | Access to secondary market insights |
Board Governance
- Board structure: 7 members; separate Chair (Patrick Duffy) and CEO (Terry Schmidt), supporting oversight independence .
- Independence: GHLD annually evaluates independence; current independent directors are Bryant, Marcon, Messinger, and Meyer. McGarry is not classified as independent given her recent CEO role .
- Committee assignments: 2024 membership shows Audit (Marcon—Chair; Bryant; Messinger; Meyer), Compensation (Meyer—Chair; Bryant; Messinger), Nominating & Corporate Governance (Bryant—Chair; Marcon; Meyer). McGarry is not a member of any standing committee .
- Attendance: The Board met four times in 2024; each incumbent director attended at least 75% of Board and relevant committee meetings and attended the 2024 Annual Meeting .
- Executive sessions: Non-management directors met in executive session four times in 2024 (Chair Duffy presiding); independent directors’ executive sessions are chaired by Bryant (NCG Chair) .
Fixed Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Annual Director Cash Retainer | $25,000 (prorated post-retirement) | $50,000 |
| Committee/Chair Fees | N/A for McGarry (not on committees) | N/A for McGarry (not on committees) |
| Total Cash Fees | $25,000 | $50,000 |
Performance Compensation
| Equity Item | Grant Date | Grant Value | Vesting | Notes |
|---|---|---|---|---|
| Annual RSU Grant (Non-Employee Director) | May 3, 2023 | Not granted to McGarry in 2023 (cash retainer prorated) | N/A | 2023 director grants for other directors $100k ($150k Chair) vest at next annual meeting |
| Annual RSU Grant (Non-Employee Director) | May 8, 2024 | $110,002 | Vests at the 2025 Annual Meeting (service-based) | Chair receives $160,007; directors receive $110,002 |
| Dividend Equivalent Units (DEUs) on RSUs | Jun 6, 2024 special dividend | $103,423 credited to McGarry | DEUs vest with underlying RSUs | Special dividend $0.50/share drove DEU accrual mechanics |
GHLD ties executive (NEO) annual bonuses to performance metrics (50% adjusted ROAE and 50% strategic objective). For 2024, AROAE was 7.4% and strategic objective exceeded maximum, producing a 159.4% weighted payout; director compensation is not performance-conditioned (service-based vesting only) .
Other Directorships & Interlocks
| Company | Public Company? | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Mortgage Bankers Association | No (industry association) | Director | None disclosed |
| Guild Giving Foundation | No (non-profit) | Director | None disclosed |
| Fannie Mae Advisory Council | No (advisory council) | Member | None disclosed |
No other public company directorships are disclosed for McGarry .
Expertise & Qualifications
- Extensive leadership in mortgage banking, finance, and operations; prior CFO and COO roles bolster audit, risk, and capital markets literacy .
- Accounting training and BBA in accounting; former public accounting experience enhances financial reporting oversight .
- Sector networks via MBA and Fannie Mae advisory council inform market and regulatory context .
Equity Ownership
| Holder | Class A Shares | % of Class A | Class B Shares | % of Class B | Combined Voting Power |
|---|---|---|---|---|---|
| Mary Ann McGarry (incl. LLC) | 4,710,816 | 21.8% | — | — | 1.1% |
| Through McGarry Strategic Enterprises, LLC (99% owned; Manager) | 4,380,740 (subset of above) | — | — | — | Voting/investment control retained |
| RSUs vesting within 60 days of record date | 86,482 | — | — | — | Included in beneficial calculation under SEC rules |
| Aggregate RSUs outstanding (incl. DEUs) as of 12/31/2024 | 135,909 | — | — | — | No stock options outstanding |
- Ownership guidelines: Non-executive directors must hold stock equal to 5x the cash retainer; GHLD measures annually and restricts sales until compliant. McGarry’s disclosed 4.71M shares substantially exceed the 5x ($250k) threshold, indicating strong alignment .
- Hedging/pledging: GHLD prohibits short sales, derivatives, margin accounts, and pledging of company stock, reinforcing alignment and risk controls .
Compensation Committee Analysis
- Composition: Independent directors Mike Meyer (Chair), Junior Bryant, and Gioia Messinger .
- Consultant: Meridian Compensation Partners engaged; committee assessed independence and found no conflicts .
- Peer Group: Includes mortgage/financial peers (e.g., PennyMac, Mr. Cooper, Radian, MGIC); peer set used for executive and director compensation benchmarking .
Say-on-Pay & Shareholder Feedback
| Item | Votes For | Votes Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| 2024 Say-on-Pay | 416,030,684 | 322,482 | 2,346 | 1,206,836 |
Director election outcomes (May 8, 2024):
- McGarry re-elected Class I director: For 416,063,880; Withheld 291,632; Broker non-votes 1,206,836 .
Related Party Transactions & Risk Indicators
- Related party transactions: None involving McGarry disclosed for 2023 or 2024; GHLD’s Audit Committee pre-approves and oversees any such transactions per policy .
- Section 16 compliance: Company noted one-day late Form 4s for certain executives due to administrative oversight; no late filings noted for McGarry .
- Clawback: Incentive Compensation Recoupment Policy adopted Nov 2, 2023 per SEC/NYSE rules (mandatory recovery for restatements) .
Governance Assessment
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Positives:
- Very high equity ownership (~21.8% of Class A) through controlled LLC indicates strong skin-in-the-game and alignment with shareholder outcomes .
- Not seated on key committees, mitigating potential management influence over audit, pay, and nominations processes .
- Robust governance architecture (separate Chair/CEO; anti-hedging/pledging; clawback; independent comp consultant) supports investor confidence .
-
Watch items / RED FLAGS:
- Independence: McGarry is not classified as independent, reflecting recent CEO tenure; board should continue to balance executive insight with independent oversight .
- Voting power dynamics: Class B stock (100% held by entities associated with McCarthy Partners) concentrates voting control; McGarry’s 21.8% Class A stake translates to only ~1.1% combined voting power, limiting direct influence despite ownership .
- Director equity grants are time-based, not performance-conditioned; while common for directors, investors should rely on overall board effectiveness metrics (attendance, oversight, committee independence) rather than incentive design for directors .
-
Attendance/engagement: Meets policy thresholds; participated in Annual Meeting; executive sessions conducted regularly, enabling independent oversight .
Overall, McGarry brings significant institutional memory and operational depth to GHLD’s board, with strong ownership alignment and limited committee influence reducing conflict risk, while her non-independent status warrants continued emphasis on independent committee leadership and executive-session rigor .