Patrick J. Duffy
About Patrick J. Duffy
Patrick J. Duffy (age 53) is Chairperson of the Board of Guild Holdings Company and has served as a director since August 2020. He is President and Managing Partner of McCarthy Partners Management, LLC (“McCarthy Capital”), which he joined in 2007; he holds a B.S. from USC’s Marshall School of Business and a J.D. from Creighton University School of Law . He is the non‑executive Chair (CEO and Chair roles are separated) and is not classified as an independent director under NYSE standards in the Board’s independence determinations .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| McCarthy Partners Management, LLC (McCarthy Capital) | President & Managing Partner | 2007–present | Leads private investment activities; strategic oversight |
| Guild Mortgage Company (pre‑IPO) | Director | 2018–Oct 2020 | Board service prior to GHLD IPO |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| First National of Nebraska, Inc. | Director | Current | Bank holding company board seat |
| Altair Global Services, LLC | Director | Current | McCarthy Capital portfolio company |
| Boundless Enterprises (Scooter’s Coffee) | Director | Current | McCarthy Capital portfolio company |
| Life Care Companies, LLC | Director | Current | McCarthy Capital portfolio company |
| Omaha Steaks | Director | Current | McCarthy Capital portfolio company |
| ReAlign Insurance Holdings, LLC (and subs) | Director | Current | McCarthy Capital portfolio company |
Board Governance
- Role/structure: Duffy serves as independent, non‑executive Chair; CEO and Chair roles are separated to enhance oversight and accountability .
- Independence: The Board determined Bryant, Marcon, Messinger, and Meyer are independent; Duffy is not listed as independent .
- Committees: Standing committees (Audit, Compensation, Nominating & Corporate Governance) are fully independent; Duffy is not shown as a member of these committees .
- Executive sessions: Non‑management directors met in executive session four times in 2024; Duffy presided over non‑management sessions; independent‑only sessions were presided over by the Nominating & Governance Chair (Bryant) .
- Attendance: Board met four times in 2024; each incumbent director attended at least 75% of Board and applicable committee meetings; all directors attended the 2024 Annual Meeting .
Fixed Compensation
| Component | 2023 | 2024 | Details |
|---|---|---|---|
| Cash – Fees earned/paid | $82,500 | $82,500 | Base cash retainer $50,000; Chair retainer +$25,000; (committee cash fees schedule disclosed; Duffy’s total as reported) |
| Equity – RSU grant date fair value | $150,000 | $160,007 | Annual RSU retainer; Chair receives larger grant |
| All other compensation (DEUs on special dividend, etc.) | $7,813 | $5,670 | DEUs credited on outstanding RSUs from special cash dividend |
| Total | $240,313 | $248,177 |
- 2024 equity details: Non‑employee directors received RSUs on May 8, 2024; Duffy (Chair) received 11,340 RSUs; grants generally vest on the date of the next Annual Meeting (May 27, 2025) and accelerate on change in control, subject to continued service .
- Policy/structure: 2024 director cash retainers: $50,000 base; Chair +$25,000; Audit Chair +$25,000 (members +$10,000); Compensation Chair +$15,000 (members +$7,500); Nominating Chair +$10,000 (members +$5,000) .
Performance Compensation
- Directors do not receive performance‑based pay; equity awards are time‑vested RSUs (not options/PSUs) that vest at the next Annual Meeting; no options were outstanding for directors at year‑end 2024 .
Other Directorships & Interlocks
- Duffy is President & Managing Partner of McCarthy Partners Management, LLC (McCarthy Capital) and serves on multiple McCarthy Capital portfolio company boards; he also sits on the board of First National of Nebraska, Inc. .
- Control relationship: Entities associated with McCarthy Partners, LLC (including MCMI) hold 100% of GHLD’s Class B shares; Duffy, as President of McCarthy Partners, LLC, may be deemed to exercise voting and dispositive control over these Class B shares, creating a controlling stockholder relationship .
Expertise & Qualifications
- Finance, investing, and corporate governance experience from senior leadership at McCarthy Capital and directorships across multiple industries; legal training (J.D.) complements financial background (B.S., USC Marshall) .
Equity Ownership
| Metric | As of Mar 18, 2024 | As of Mar 28, 2025 | Notes |
|---|---|---|---|
| Class A shares beneficially owned | 64,009 | 77,691 | |
| Class B shares beneficially owned | 40,333,019 (100% of Class B) | 40,333,019 (100% of Class B) | Held by MCMI; McCarthy Partners, LLC exercises voting/dispositive control; Duffy may be deemed to control |
| Combined voting power | 95.1% | 94.9% | Dual‑class structure concentrates control |
| RSUs due to vest within 60 days (director) | 16,320 | 11,697 | RSUs include DEUs credited on special dividends |
| Options outstanding | 0 | 0 | Company disclosed no director stock options outstanding |
- Stock ownership guidelines: Non‑executive directors are expected to hold stock equal to 5x the annual cash retainer; guidelines prohibit counting unearned performance awards and unexercised options; measurement annually (April 1), with compliance due by March 31, 2027 for incumbents as of guideline adoption .
- Hedging/pledging: Company policy prohibits short sales, derivatives on GHLD, and holding/pledging GHLD securities in margin accounts (enhances alignment/limits risk) .
- Section 16(a): Company reported one‑day late Forms 4 for certain NEOs in 2024; no late filings were attributed to directors in that disclosure .
Governance Assessment
- Strengths and alignments:
- Separation of Chair and CEO roles; committees entirely independent; robust executive sessions; annual Board/committee self‑assessments .
- Strong anti‑hedging/anti‑pledging policy; director stock ownership guidelines promote alignment .
- No related‑party transactions involving directors/officers (>$120k) disclosed for 2024 (other than CEO’s family pay, reviewed under policy) .
- Shareholder support signals: Say‑on‑pay approvals in 2024 and 2025 were overwhelmingly “For.” 2024: For 416,030,684; Against 322,482; Abstain 2,346; BNV 1,206,836 . 2025: For 407,474,071; Against 2,599; Abstain 1,433,104; BNV 3,242,126 .
- Risks and potential conflicts (monitoring items):
- Controlling stockholder: Through MCMI and McCarthy Partners, LLC, Duffy may be deemed to control 100% of Class B (≈95% voting power), which can limit minority shareholder influence; Duffy is not board‑independent .
- Charter exculpation expansion for officers: In 2025, stockholders approved a charter amendment extending DGCL §102(b)(7) exculpation to certain officers, reducing potential monetary liability for duty‑of‑care claims in direct suits; may be viewed by some investors as lessening officer accountability, though consistent with market practice post‑DGCL amendment .
- Attendance/engagement: Meets standard; all directors ≥75% attendance in 2024; executive sessions and annual meeting attendance maintained .
SAY-ON-PAY & SHAREHOLDER FEEDBACK
| Year | Proposal | For | Against | Abstain | Broker Non‑Votes |
|---|---|---|---|---|---|
| 2024 | Say‑on‑Pay | 416,030,684 | 322,482 | 2,346 | 1,206,836 |
| 2025 | Say‑on‑Pay | 407,474,071 | 2,599 | 1,433,104 | 3,242,126 |
Related-Party Transactions
- Policy & 2024 disclosure: Audit Committee pre‑approves and reviews related‑party transactions; no transactions involving directors/officers (> $120k) were disclosed for 2024, except compensation to the CEO’s son (~$142,700) (loan officer commissions) .
Director Compensation Notes (Structure)
- 2024 practice: Annual RSU grant at 2024 meeting (May 8, 2024); vests at 2025 meeting (May 27, 2025); change‑in‑control acceleration; Chair equity retainer $160,000; base director equity $110,000 .
- RSU dividend equivalents: Special cash dividend ($0.50 per share) on June 6, 2024 credited DEUs to outstanding RSUs, increasing RSU counts; “All other compensation” reflects DEU value .
Committee Assignments (2024)
| Committee | Members | Chair |
|---|---|---|
| Audit | Bryant, Marcon, Messinger, Meyer | Marcon (Audit Committee Financial Expert) |
| Compensation | Bryant, Messinger, Meyer | Meyer |
| Nominating & Corporate Governance | Bryant, Marcon, Meyer | Bryant |
Voting/Control Snapshot
- Beneficial ownership (as of Mar 28, 2025): Duffy beneficially owns 77,691 Class A shares and, through entities associated with McCarthy Partners (MCMI), 40,333,019 Class B shares (100% of Class B), for 94.9% combined voting power; RSUs vesting within 60 days: 11,697; no options outstanding .
RED FLAGS to monitor:
- Controlling stockholder status (≈95% vote) and non‑independent Chair could limit minority shareholder recourse and influence on strategic/control matters .
- 2025 officer exculpation amendment (market‑norm but lowers potential liability in certain direct suits) .
- Dual‑class structure entrenchment risk (Class B 10 votes/share) .
Positive signals:
- Independent composition of all standing committees and use of executive sessions (non‑management and independent‑only) .
- Anti‑hedging/anti‑pledging policy; stock ownership guidelines (5x retainer for directors) .
- Strong Say‑on‑Pay support in 2024–2025 .
- No director/officer related‑party transactions disclosed for 2024 (>$120k), aside from noted family compensation for CEO’s son, subject to policy oversight .