Mary McBride
Intrepid PotashAbout Mary E. McBride
Mary E. McBride, age 69, is an independent director of Intrepid Potash, Inc. (IPI) who has served on the Board since May 2020; she currently chairs the Audit Committee and serves on the Compensation Committee, and is designated an “audit committee financial expert.” She is a senior banking executive and former President of CoBank (2013–2016), with 30+ years in commercial banking; her education includes a B.A. (Wellesley), an M.Sc. (LSE), and an M.S. in Management (MIT Sloan). The Board has determined she is independent under NYSE and SEC rules; the Board met 33 times in 2024, and all directors other than a director on medical leave attended at least 75% of Board and committee meetings, and attended the 2024 Annual Meeting.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CoBank, ACB | President | 2013–2016 | Led a Farm Credit System bank serving rural industries, bringing financial and industry insights to IPI’s markets (potash, water, oilfield products) |
| CoBank, ACB | Chief Banking Officer; Chief Operating Officer; EVP, Communications & Energy Banking; SVP & Manager roles (Operations, Corporate Finance, Loan Policy & Syndications) | 1993–2013 | Broad leadership across banking operations, credit, and industry verticals |
| First Interstate Bank of Denver, N.A. | SVP & Manager, Commercial Lending | 1985–1993 | Commercial lending leadership |
| First National Bank of Boston | Assistant Vice President, Energy & Utilities | 1980–1985 | Energy/utilities lending expertise |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Ellington Residential Mortgage REIT (Nasdaq: EARN) | Independent Director | Since 2021 | Audit; Compensation; Nominating & Governance |
Board Governance
- Committees and chair roles: Audit (Chair); Compensation (member). In March 2025, IPI reorganized committee assignments; McBride remains Audit Chair and on Compensation.
- Financial expert: The Board designated McBride an “audit committee financial expert.”
- Independence: Board deems McBride independent under NYSE/SEC standards.
- Attendance and engagement: Board held 33 meetings in 2024; all directors other than a director on medical leave attended at least 75% of Board/committee meetings and attended the 2024 Annual Meeting. The independent directors meet in regular executive session.
- Leadership structure: Independent Chair (Barth E. Whitham) separate from CEO; Board emphasizes independent oversight.
Fixed Compensation
| Component | Policy/Structure | McBride 2024 Cash ($) |
|---|---|---|
| Annual cash retainer | $90,000 per nonemployee director | 90,000 (implied within total) |
| Audit Committee Chair retainer | $15,000 | 15,000 (implied within total) |
| Compensation Committee Chair retainer | $10,000 (not applicable to McBride) | — |
| Nominating & Corporate Governance/EHSS Chair retainer | $7,500; increased to $10,000 effective 1/1/2025 (not applicable to McBride) | — |
| Board Chair retainer | $75,000 (not applicable to McBride) | — |
| Meeting fees | Not disclosed; not part of policy table | — |
| McBride – Fees earned or paid in cash (reported) | — | 105,000 |
Notes:
- In September 2024, given extraordinary workload during a CEO medical leave, the Board approved a one-time additional equity grant for all nonemployee directors; this did not change the cash structure.
Performance Compensation
| Equity Element | Structure | Value/Details |
|---|---|---|
| Annual equity grant | Restricted stock, one-year vesting; granted post-Annual Meeting | $85,000 policy value |
| One-time 2024 equity grant | Restricted stock for additional director workload during CEO medical leave | $24,992 per director; vests by May 25, 2025 or earlier termination; also vests on death/disability/change in control |
| McBride – Stock awards (reported 2024) | Aggregate grant date fair value | $109,979 |
| Restricted stock held at 12/31/2024 (McBride) | Outstanding unvested RS | 4,437 shares |
Vesting schedules:
- Director annual restricted stock: one-year vesting; one-time 2024 equity as above.
Other Directorships & Interlocks
| Company | Sector | Role | Potential Interlocks/Conflicts |
|---|---|---|---|
| Ellington Residential Mortgage REIT (EARN) | Mortgage REIT | Director; member of Audit, Compensation, Nominating & Governance | No IPI-related related-party transactions disclosed; industry distinct from IPI’s potash/water/oilfield markets |
- Related-party scan: IPI’s 2025 proxy discloses several related-party items (e.g., termination of aircraft lease with a former executive’s entity; termination of a director designation agreement) but none involve McBride.
Expertise & Qualifications
- Senior banking executive; former President of CoBank; deep credit, risk, and industry vertical experience relevant to IPI’s end-markets.
- Audit committee financial expert designation; strengthens financial reporting oversight.
- Education: B.A. Wellesley; M.Sc. LSE; M.S. Management MIT Sloan.
Equity Ownership
| Holder | Total Beneficial Ownership | % Outstanding | Restricted Included | Pledged Shares | Ownership Guidelines |
|---|---|---|---|---|---|
| Mary E. McBride | 21,587 shares (includes 4,437 RS) | <1% | Yes, 4,437 RS | None (company reports no pledging by officers/directors) | Directors: 4x annual cash retainer; all directors in compliance or within phase-in period |
Additional compliance signals:
- Section 16(a) filings: The company reported one late Form 4 by a 10% holder/former CEO in 2024; no delinquent filings were disclosed for McBride.
Governance Assessment
- Strengths: Independent director; Audit Chair; designated financial expert; serves on Compensation Committee; Board confirms independence; robust stock ownership guidelines; no pledging; insider trading policy restricts hedging/short sales; clawback policy adopted in 2023. These factors support credible oversight of financial reporting and pay practices.
- Engagement: Board met 33 times in 2024; directors (other than a director on medical leave) attended ≥75% of meetings. A one-time 2024 equity grant compensated extraordinary workload during the CEO transition, signaling high engagement but modestly increases director equity for the year.
- Shareholder sentiment: Say-on-pay support of 86% in 2024 indicates generally favorable investor view of compensation oversight.
- Conflicts/related-party exposure: No McBride-related related-party transactions disclosed; notable governance clean-up in 2024 included ending a related-party aircraft lease and a director designation/voting agreement tied to a former executive.
- Watch items: Dual service as Audit Chair and Compensation Committee member concentrates oversight responsibilities but is not uncommon for smaller boards; continued monitoring of workload and independence is prudent.
Insider Filings & Trades (Summary)
| Item (2024) | Status |
|---|---|
| Late Section 16(a) filings for McBride | None disclosed; only one late Form 4 noted for a former CEO/10% holder |
| Shares pledged by McBride | None (company states no officer/director has pledged company securities) |
Director Compensation (McBride – Reported 2024)
| Component | Amount ($) |
|---|---|
| Fees earned or paid in cash | 105,000 |
| Stock awards (grant-date fair value) | 109,979 |
| Total | 214,979 |
Policy reference points:
- Standard annual nonemployee director cash retainer $90,000; Audit Chair $15,000; annual restricted stock $85,000 (one-year vesting); one-time 2024 restricted stock $24,992 for added workload.
Committee Assignments (Current)
| Committee | Role |
|---|---|
| Audit | Chair |
| Compensation | Member |
Education
- B.A., Political Science, Wellesley College; M.Sc., European Studies, London School of Economics; M.S., Management, MIT Sloan.