Michael C. Meyer
About Michael C. Meyer
Michael (“Mike”) C. Meyer, age 66, has served as an independent director of Guild Holdings Company since August 2020. He is a former Operating Partner/Portfolio Director at McCarthy Capital (2013–Dec 2020), held finance and operational leadership roles at Tenaska, Inc. (1995–2014), and earlier was a National Bank Examiner at the U.S. Treasury’s Office of the Comptroller of the Currency (1987–1995). Meyer holds a BS in Business Administration and an MBA from Creighton University and, since December 2023, provides strategic advice through his firm McCabe Mullin Consulting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| McCabe Mullin Consulting | Strategic advisor (founder) | Dec 2023–present | Strategic advisory practice |
| McCarthy Capital | Operating Partner; Portfolio Director | 2013–Dec 2020 | Private equity operating/portfolio oversight |
| Tenaska, Inc. | Finance and operational management executive roles | 1995–2014 | Energy industry operating/finance leadership |
| U.S. Treasury, OCC | National Bank Examiner | 1987–1995 | Bank supervision and regulation |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Bridges Holding Company | Director | Not disclosed | Private investment advisory firm board service |
| Bridges Trust Company | Director | Not disclosed | Nebraska-based trust services provider |
| Bridges Investment Fund | Chairperson/Lead Independent Director (prior) | Prior service | General equity fund; prior board leadership |
Board Governance
- Independence: The Board affirmatively determined Meyer is independent under NYSE standards .
- Board attendance: The Board met 4 times in 2024; each incumbent director attended ≥75% of Board and committee meetings; all directors attended the 2024 Annual Meeting .
- Executive sessions: Non-management directors met in executive session four times in 2024 (presided over by the Board Chair); independent director sessions were presided over by the Nominating & Governance Chair .
- Risk oversight: Audit oversees financial reporting, internal controls, and cybersecurity; Nominating & Governance oversees ESG and governance; Compensation monitors compensation risk .
- Clawback: Incentive Compensation Recoupment Policy adopted Nov 2, 2023, compliant with SEC/NYSE rules .
| Committee | Role | Source |
|---|---|---|
| Compensation Committee | Chair | |
| Audit Committee | Member | |
| Nominating & Corporate Governance Committee | Member |
Fixed Compensation (Non-Employee Director)
| Component | 2024 Amount | Notes |
|---|---|---|
| Base annual cash retainer | $50,000 | Standard for all non-employee directors |
| Audit Committee: Chair / Member | $25,000 / $10,000 | Additional annual cash retainer |
| Compensation Committee: Chair / Member | $15,000 / $7,500 | Additional annual cash retainer |
| Nominating & Gov: Chair / Member | $10,000 / $5,000 | Additional annual cash retainer |
| Director (2024) | Cash Fees | Stock Awards (Grant-date FV) | All Other | Total |
|---|---|---|---|---|
| Michael C. Meyer | $80,000 | $110,002 | $3,898 | $193,900 |
YoY policy change in equity retainer:
| Component | 2023 | 2024 |
|---|---|---|
| Annual RSU grant (non-chair) | $100,000 | $110,000 |
| Annual RSU grant (Board Chair) | $150,000 | $160,000 |
Performance Compensation
| Equity Award (Director) | Grant Date | Units/Description | Vesting | Grant-date FV |
|---|---|---|---|---|
| Annual RSU retainer (Meyer) | May 8, 2024 | 7,796 RSUs | Vests on the date of the 2025 Annual Meeting (service-based) | $110,002 |
GHLD’s director equity is time-based RSUs; no director performance metrics are disclosed for equity vesting .
Other Directorships & Interlocks
- Current public company directorships: None disclosed for Meyer .
- Compensation Committee interlocks: None; no member (including Meyer) is/was an officer; no interlocks disclosed .
Expertise & Qualifications
- Finance, banking, and operational management background; former OCC National Bank Examiner .
- Committee leadership (Compensation Chair) and cross-committee experience (Audit; Nominating & Governance) .
- Audit Committee financial expert designation resides with director Martha E. Marcon, not Meyer .
Equity Ownership
| Holder | Class A Shares Beneficially Owned | % of Class A | Notes |
|---|---|---|---|
| Michael C. Meyer | 55,792 | <1% | Includes 8,042 shares issuable upon RSUs vesting within 60 days |
| RSUs Outstanding (incl. DEUs) at 12/31/24 | — | — | Aggregate 8,042 RSUs (no options outstanding) |
- Hedging/pledging: Directors are prohibited from short sales, derivatives, short-term trading, holding in margin accounts, or pledging company securities as loan collateral .
- Stock ownership guidelines: Non-executive directors target ownership equal to 5x the cash retainer; measurement annually (initial guidelines effective Nov 24, 2021; compliance expected by Mar 31, 2027 for then-directors) .
Say-on-Pay & Shareholder Voting Signals
| Item | 2024 Result | 2025 Result |
|---|---|---|
| Say-on-Pay (For / Against / Abstain / Broker Non-Votes) | 416,030,684 / 322,482 / 2,346 / 1,206,836 | 407,474,071 / 2,599 / 1,433,104 / 3,242,126 |
Director election performance (Meyer):
| Annual Meeting | For | Withheld | Broker Non-Votes |
|---|---|---|---|
| 2024 (elected Class I director through 2027) | 415,382,872 | 972,640 | 1,206,836 |
Related-Party Transactions and Conflicts
- No related-party transactions involving directors/officers were disclosed for 2024–2025, except compensation to the CEO’s son as a non-executive employee (~$142,700), reviewed under policy; no mention of Meyer .
- Board annual independence review found Meyer independent; no material/disqualifying relationships identified .
- Section 16 compliance: Company noted certain one-day late Form 4s for three executives due to administrative oversight; no director delinquencies noted .
Governance Assessment
-
Strengths:
- Independent director with deep finance, banking, and operating experience; chairs the Compensation Committee and serves on Audit and Nominating & Governance, signaling broad governance engagement .
- Strong shareholder support: Meyer’s 2024 election received 415.38M For vs. 0.97M Withheld; Say-on-Pay support was very high in both 2024 and 2025 .
- Formal clawback policy in place; robust prohibitions on hedging and pledging align incentives with shareholders .
- Attendance above the 75% threshold and participation in executive sessions reflects engagement .
- No related-party transactions involving Meyer disclosed .
-
Watch items:
- Capital structure concentrates ~94.9% combined voting power in Class B held by entities associated with McCarthy Partners, potentially diminishing minority influence over director elections (Meyer previously worked at McCarthy Capital through 2020, though independence has been affirmed) .
- Director equity retainer increased year-over-year ($100k→$110k; Chair $150k→$160k); reasonable but worth monitoring for pay inflation vs. performance context .
Overall, Meyer’s committee leadership, independence, high shareholder support, and compliance with strong governance policies support investor confidence; the dual-class voting concentration remains an overarching structural consideration .