J. Kristofer Galashan
About J. Kristofer Galashan
Independent Class II director of Mister Car Wash since August 2014; age 47. Partner at Leonard Green & Partners (LGP), which he joined as an associate in 2002. Education: B.A. in Honors Business Administration from the Richard Ivey School of Business, University of Western Ontario. He is currently determined independent under NASDAQ rules and board guidelines .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Leonard Green & Partners, L.P. | Partner (joined as associate) | 2002–present | Private equity investor; sponsor-designated director at MCW |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Container Store Group, Inc. | Director | Aug 2007–present | Not disclosed in MCW proxy |
| Life Time Group Holdings, Inc. | Director | Jun 2015–present | Not disclosed in MCW proxy |
| USHG Acquisition Corp. | Director (former) | Feb 2021–Dec 2022 | Not disclosed in MCW proxy |
| BJ’s Wholesale Club Holdings, Inc. | Director (former) | 2011–2019 | Not disclosed in MCW proxy |
Board Governance
- Board classification: Class II; current term expires at the 2026 annual meeting .
- Committee assignments: Compensation Committee member; Nominating & Corporate Governance Committee member; not a chair .
- Independence: Board determined he is independent under NASDAQ rules (9 of 10 directors are independent) .
- Attendance: In 2024, each director attended at least 75% of Board and applicable committee meetings; all directors attended the 2024 annual meeting .
- LGP designee: One of four LGP-designated directors under the Stockholders Agreement (with Danhakl, Seiffer, Suer) .
- Controlled company: MCW is a “controlled company” under NASDAQ rules because LGP controls >50% of voting power; the Board currently complies with non-controlled standards but may rely on exemptions while controlled .
- Executive sessions: Independent directors meet regularly in executive session with a rotating presiding director .
Fixed Compensation (Director)
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $0 | Non-employee directors affiliated with LGP are not compensated for director responsibilities . |
| Committee chair fees | $0 | Not a chair; LGP-affiliated directors not compensated . |
| Committee membership fees | $0 | LGP-affiliated directors not compensated . |
| Meeting fees | $0 | Policy is retainer + RSUs for eligible directors; LGP-affiliated excluded . |
Performance Compensation (Director)
| Equity/Performance Component | Grant Value | Vesting | Performance Metrics |
|---|---|---|---|
| RSUs (annual grant) | Not applicable | Not applicable | Not applicable |
| Options/PSUs | Not applicable | Not applicable | Not applicable |
Non-employee directors affiliated with LGP are excluded from director compensation (including RSUs) under MCW’s non-employee director compensation policy .
Other Directorships & Interlocks
- LGP representation: Multiple LGP designees on MCW’s Board (Danhakl, Seiffer, Suer, Galashan), increasing sponsor influence and information flow .
- Industry connections: Jodi Taylor (MCW director) previously served as an executive officer at Container Store Group, where Galashan is a current director; indicates network familiarity, not necessarily a conflict .
Expertise & Qualifications
- Private equity sponsor experience with market-leading consumer businesses and governance of public companies .
- Finance and board experience across multi-year tenures at Life Time and Container Store .
- Business degree with honors from Ivey Business School, supporting financial oversight skills .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| J. Kristofer Galashan | — | <1% | Individual entry lists “—”; LGP-affiliated designee . |
| LGP funds (GEI VI, GEI Side VI, Associates VI-A/B) | 219,213,079 | 66.1% | LGP controls the company; detailed fund structure per 13G . |
- Insider policies: Anti-hedging and anti-pledging policies for directors; clawback policy adopted per SEC/NYSE requirements .
Governance Assessment
-
Positives:
- Independent director with deep finance/sponsor experience; active on key governance and compensation committees .
- Meets attendance requirements; participates in executive sessions; annual meeting attendance in 2024 .
- Audit Committee (independent) reviews related party transactions; controlled company still complying with non-controlled governance standards at present .
- Strong shareholder support for executive pay (95.2% Say-on-Pay in prior year), signaling investor confidence in compensation oversight .
-
Risks/RED FLAGS:
- Controlled company status with LGP holding 66.1% and nomination rights; four LGP designees on the Board (including Galashan) may constrain minority shareholder influence and independence in practice .
- Director compensation and stock ownership guidelines exclude LGP-affiliated directors, reducing personal “skin-in-the-game” alignment (no retainer/RSUs; guidelines apply to non-LGP directors and executive officers) .
- Stockholders Agreement grants registration rights and board composition rights to LGP; ongoing related-party governance considerations require vigilant committee oversight .
- Personal beneficial ownership for Galashan is reported as “—” (less than 1%), reinforcing alignment primarily via sponsor rather than individual holdings .
-
Mitigations:
- Formal related party transaction policy with approval by independent, disinterested directors; Audit Committee financial sophistication and designated financial experts .
- Anti-hedging/anti-pledging and clawback policies apply to directors and executives .
Overall signal: Effective committee participation and independence designation, but sponsor-controlled governance and lack of director-level compensation/ownership for LGP-affiliated directors are notable alignment and control risks that investors should monitor, especially around board composition, committee leadership, and any transactions involving LGP or portfolio companies .