Atif Rafiq
About Atif Rafiq
Independent director of Mister Car Wash (MCW) since February 8, 2024; currently serves on the Nominating & Corporate Governance Committee. Age 51; prior senior operating roles span digital transformation, CIO/CDO, and commercial leadership. Education: MBA, University of Chicago; BA in Mathematics-Economics, Wesleyan University. Class III director with current term ending at the 2027 annual meeting; Board has determined he is independent under NASDAQ rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MGM Resorts International | President of Customers, Commercial, and Growth | 2019–2021 | Led portfolio across marketing, sales, revenue management |
| Volvo Car AB | Global Chief Information Officer and Chief Digital Officer | — | Technology and information systems leadership |
| McDonald’s Corporation | Senior roles | — | Digital/commercial leadership experience |
| Amazon.com Inc. | Senior roles | — | Digital/commercial leadership experience |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| Flutter Entertainment plc | Director | — | Public company directorship |
| CXApp Inc. | Director | — | Public company directorship |
| KINS Technology Group, Inc. | Director | 2020–2023 | Public company directorship |
| Ritual (private) | CEO & Co‑Founder | Current | Workflow/AI company |
Board Governance
- Committee assignments: Nominating & Corporate Governance Committee member; committee chaired by Jonathan Seiffer. Not on Audit or Compensation committees .
- Independence: Board determined Rafiq is independent under NASDAQ rules; Nominating & Corporate Governance Committee composed entirely of independent directors .
- Board structure: Classified board (three classes), 10 directors; Rafiq is Class III with term expiring 2027 .
- Attendance and engagement: In 2024, Board met 4x; Audit 8x; Compensation 4x; Nominating & Governance 4x. Each director attended at least 75% of applicable meetings; all directors attended the 2024 annual meeting .
- Executive sessions: Independent directors meet in regular executive sessions; presiding director rotates alphabetically—no permanent Lead Independent Director .
- Controlled company: LGP controls >50% voting power; company qualifies for NASDAQ “controlled company” exemptions but currently complies with independence requirements .
- Policies: Clawback, anti‑hedging, anti‑short sale, and anti‑pledging policies; related‑party transactions require independent approval .
Fixed Compensation
| Component | Amount | Detail |
|---|---|---|
| 2024 Cash fees | $73,558 | Prorated as new director for 105 days in 2024 |
| Policy: annual cash retainer | $75,000 | Paid quarterly in arrears |
| Policy: committee chair retainer | $25,000 | Audit/Comp/Nominating chairs each |
| Policy: multi‑committee member retainer | $10,000 | Additional annual retainer |
Performance Compensation
| Grant/Value | Shares/Type | Grant/Vesting Terms | Notes |
|---|---|---|---|
| 2024 Stock awards (fair value) | $128,761 | Additional grant in Feb 2024 for installation as new board member (105 days) | ASC 718 grant-date fair value |
| 2024 Unvested at 12/31/24 | 14,684 RSUs | Director RSUs vest in full on earlier of next annual meeting or first anniversary, subject to service | Standard policy applies |
| Policy: Initial equity award | $100,000 RSUs | Upon election; vests by next meeting/1 year | Subject to continued service |
| Policy: Annual equity award | $100,000 RSUs | Vests by next meeting/1 year | Subject to continued service |
Performance metrics: Director equity is time‑based RSUs; no performance (TSR/EBITDA/ESG) metrics apply to non‑employee director equity awards .
Other Directorships & Interlocks
| Company | Overlap/Interlock Risk |
|---|---|
| Flutter Entertainment plc; CXApp Inc.; prior KINS Technology Group, Inc. | No disclosed supplier/customer/competitor interlock with MCW; independence affirmed by Board . |
Expertise & Qualifications
- Core expertise: Digital strategy, customer experience, AI/workflow, technology leadership; CIO/CDO background at Volvo; commercial leadership at MGM; senior roles at McDonald’s and Amazon .
- Education: MBA (University of Chicago); BA Mathematics‑Economics (Wesleyan University) .
- Board qualifications cited: Leadership experience, business acumen, technology and information systems experience .
Equity Ownership
| Holder | Beneficial Ownership | % Outstanding | Notes |
|---|---|---|---|
| Atif Rafiq | 17,887 shares | <1% | As of March 31, 2025 |
| Unvested RSUs (12/31/24) | 14,684 | — | Unvested director RSUs outstanding |
- Stock ownership guidelines: Directors must hold 5x annual cash retainer (i.e., 5 × $75,000), to be achieved within five years of later of IPO (June 24, 2021) or appointment; applies to non‑employee directors not affiliated with LGP .
- Hedging/pledging: Prohibited for directors under Insider Trading Policy and governance guidelines .
Insider Trades (Forms 3/4)
| Filing/Txn Date | Type | Security | Shares | Post-Ownership | Source |
|---|---|---|---|---|---|
| 2024‑02‑12 (Form 3/4); 2024‑02‑08 txn | A (award) | RSU | 3,203 | 3,203 | https://www.sec.gov/Archives/edgar/data/1853513/000095017024014043/0000950170-24-014043-index.htm; https://www.sec.gov/Archives/edgar/data/1853513/000095017024014038/0000950170-24-014038-index.htm |
| 2024‑05‑24 (Form 4); 2024‑05‑23 txn | A (award) | RSU | 14,684 | 14,684 | https://www.sec.gov/Archives/edgar/data/1853513/000095017024064722/0000950170-24-064722-index.htm |
| 2024‑05‑24 (Form 4); 2024‑05‑22 txn | M (exempt) | Common (from RSU) | 3,203 | 3,203 | https://www.sec.gov/Archives/edgar/data/1853513/000095017024064722/0000950170-24-064722-index.htm |
| 2025‑05‑23 (Form 4); 2025‑05‑22 txn | A (award) | RSU | 14,144 | 14,144 | https://www.sec.gov/Archives/edgar/data/1853513/000095017025077042/0000950170-25-077042-index.htm |
| 2025‑05‑23 (Form 4); 2025‑05‑21 txn | M (exempt) | Common (from RSU) | 14,684 | 17,887 | https://www.sec.gov/Archives/edgar/data/1853513/000095017025077042/0000950170-25-077042-index.htm |
Note: “M (exempt)” entries reflect RSU conversions/settlements consistent with time-based vesting; post-transaction ownership reported in Form 4 [insider-trades output above].
Fixed Director Compensation (2024 Detail)
| Metric | Amount |
|---|---|
| Fees Earned or Paid in Cash | $73,558 (prorated) |
| Stock Awards (grant-date fair value) | $128,761 (additional installation grant) |
| Total | $202,319 |
Board Governance Signals
- Independence and committee role: Rafiq is an independent director and serves on the Nominating & Corporate Governance Committee, which oversees director qualifications, governance guidelines, and annual Board/committee evaluations—supportive of board effectiveness .
- Attendance: Met the 75%+ attendance threshold; Board/committees met regularly in 2024; all directors attended the 2024 annual meeting—positive engagement signal .
- Compensation structure: Director pay is a cash retainer plus time-based RSUs that vest by the next annual meeting or one year; no options or performance metrics for directors—standard alignment structure .
- Ownership alignment: Beneficial ownership of 17,887 shares (<1%); unvested RSUs outstanding; subject to 5× retainer ownership guideline within five years; hedging/pledging prohibited .
- Shareholder sentiment: Say‑on‑pay received 95.2% support in prior cycle—indicates broad investor comfort with compensation practices (context for overall governance climate) .
Potential Conflicts & Related-Party Exposure
- Appointment disclosures: No arrangements or understandings pursuant to which he was elected; no family relationships with any director or executive officer at appointment .
- Related‑party policy: Any related‑party transactions require approval by independent, disinterested directors; audit committee reviews such matters .
- Controlled company context: LGP maintains board designation rights and majority voting power, but Rafiq is not identified as an LGP designee; Board currently complies with independence standards .
Governance Assessment
- Positives: Independent status; active Nominating & Governance role; strong digital/technology background relevant to MCW’s membership/digital initiatives; solid attendance; standard, equity‑weighted director compensation; robust anti‑hedging/pledging and clawback policies; ownership guidelines in place .
- Watch items: MCW’s controlled company status concentrates voting power with LGP and can reduce board independence over time if exemptions are adopted; absence of a fixed Lead Independent Director (rotating presider) may dilute independent oversight continuity .
- No red flags identified specific to Rafiq: No related‑party arrangements/family ties at appointment; no disclosed delinquent Section 16 filings for him; committee assignment avoids compensation interlocks .
Overall, Rafiq strengthens board effectiveness on governance and digital strategy without apparent conflicts, with standard director pay and improving ownership alignment via recurring RSU grants .