Jodi Taylor
About Jodi Taylor
Independent director (since June 2021), age 62, and current Audit Committee Chair at Mister Car Wash (MCW). Former public-company CFO and CAO at The Container Store with 30+ years of retail finance leadership; CPA since 1984 (inactive since 2021). External audit leadership includes Audit Committee Chair roles at The J.M. Smucker Company (since 2020) and Wella Company (since March 2023). Designated an “audit committee financial expert” by MCW’s Board. These credentials position her for effective oversight of financial reporting, controls, and related-party review.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Container Store Group, Inc. | CFO; Secretary; Chief Administrative Officer | CFO 12/2007–8/2020; Secretary 10/2013–3/2021; CAO 7/2016–3/2021 | Led public-company finance, reporting, admin functions |
| Harold’s Stores, Inc. | CFO and Secretary | ~9 years (prior to TCS) | Regional specialty retailer; senior finance leadership |
| Baby Superstore, Inc. | CFO, Secretary & Treasurer | 1994–1997 | Senior finance leadership in retail |
| Deloitte & Touche LLP | Accountant | Early career | Foundation in audit/accounting; CPA since 1984 (inactive since 2021) |
External Roles
| Organization | Role | Start | Committee Roles |
|---|---|---|---|
| The J.M. Smucker Company | Director | 2020 | Audit Committee Chair |
| Wella Company | Director | March 2023 | Audit Committee Chair |
Board Governance
- Independence: Board determined Ms. Taylor is independent under NASDAQ rules (MCW is a controlled company but currently complies with Nasdaq rules applicable to non-controlled companies).
- Committee assignments (MCW): Audit Committee (Chair); not on Compensation or Nominating & Corporate Governance.
- Audit Committee composition and designation: Taylor (Chair), Dorvin Lively, Ronald Kirk; all financially sophisticated; Taylor and Lively designated “audit committee financial experts.”
- Meetings and attendance (2024): Board 4; Audit 8; Compensation 4; Nominating & Corporate Governance 4; each director attended at least 75% of applicable meetings; all directors attended the 2024 annual meeting.
- Independent director executive sessions: Regular sessions without management; presiding director rotates among independents.
- Board leadership/structure: CEO also serves as Chair; Board periodically reviews structure.
- Controlled company status: LGP controls >50%; MCW may rely on certain governance exemptions while currently in compliance.
MCW Committee Matrix (2025 Proxy)
| Director | Audit | Compensation | Nominating & Corporate Governance |
|---|---|---|---|
| Jodi Taylor | CHAIR |
Fixed Compensation (Director)
| Component | Amount/Policy | 2024 Amount for J. Taylor |
|---|---|---|
| Annual cash retainer (non-employee directors) | $75,000 policy | $75,000 (implied in total) |
| Audit Committee Chair retainer | +$25,000 policy | $25,000 (implied in total) |
| Committee membership retainer | +$10,000 for members of multiple committees (policy) | N/A (not applicable; not shown for Taylor) |
| Meeting fees | Not specified (no per-meeting fees disclosed) | — |
| Total cash (2024) | Policy-driven retainer + chair fee | $100,000 |
Policy references: Director compensation policy provides $75,000 cash retainer, $25,000 chair retainers, and annual RSU grants (see Performance Compensation).
Performance Compensation (Director)
| Item | Detail | 2024 Amount/Units |
|---|---|---|
| Annual RSU grant (policy) | $100,000 grant-date value; vests fully at next annual meeting or first anniversary, subject to service | $99,998 RSU grant-date fair value |
| Unvested director stock awards at 12/31/2024 | Aggregate unvested RSUs | 14,684 units |
| Option awards | Not disclosed for directors | — |
| Performance metrics on director equity | None (time-based RSUs) | Time-based vesting per policy |
| Clawback/anti-hedging/anti-pledging | Company maintains clawback and prohibits hedging, short sales, and pledging for directors | Policy applies to directors |
Other Directorships & Interlocks
| Entity | Type | Relevance |
|---|---|---|
| The J.M. Smucker Company | Public company board; Audit Chair | External governance leadership; financial oversight expertise |
| Wella Company | Company board; Audit Chair | External governance leadership; financial oversight expertise |
| Network tie with Container Store | Another MCW director (J. Kristofer Galashan) serves on Container Store’s board; Taylor is former TCS executive | Potential information-network linkage; not a disclosed conflict |
Expertise & Qualifications
- Public-company CFO/CAO track record and CPA since 1984 (inactive since 2021), including Deloitte foundation.
- Audit Committee Chair and designated “audit committee financial expert” at MCW; Audit Chair at two external boards (JMS, Wella).
- Board-confirmed independence under NASDAQ rules.
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| Jodi Taylor | 42,137 | <1% | As of March 31, 2025; address c/o MCW |
Additional alignment context:
- Director stock ownership guidelines: Directors should hold 5x annual cash retainer; five-year compliance period from later of IPO (June 24, 2021) or appointment. For directors, that implies a $375,000 threshold (5 × $75,000).
- Anti-hedging and anti-pledging policies apply to directors (alignment-friendly).
- Unvested director RSUs at FYE 2024: 14,684.
- Approximate value indicator: Using the proxy’s disclosed 12/31/2024 closing price of $7.29, 42,137 shares ≈ $307,000; the formal guideline threshold is ~$375,000; compliance window likely extends to mid‑2026 given June 2021 appointment. This is a directional estimate, not an official compliance determination.
Governance Assessment
- Strengths: Independent director; Audit Committee Chair; designated “audit committee financial expert”; Audit Committee oversees related-person transaction approvals, risk management, and auditor independence—supporting investor confidence in reporting integrity. Attendance met minimum thresholds; all directors attended the 2024 annual meeting.
- Alignment: Director pay structure is balanced (~$100k cash + ~$100k RSUs), with stock ownership guidelines and prohibitions on hedging/pledging. Unvested RSUs further align incentives.
- Potential risks/considerations: MCW is a controlled company (LGP >50% voting power) and combines CEO/Chair roles; while currently following Nasdaq standards, controlled status can reduce governance minority protections. Audit Chair role and independence help mitigate, but investors should monitor independence in practice.
- Interlocks: Network tie via another MCW director’s board seat at Taylor’s former employer (Container Store) is an information-flow linkage rather than a disclosed conflict; Audit Committee’s related-party oversight provides a safeguard.
Director Compensation (2024 detail)
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) (grant-date fair value) | Total ($) |
|---|---|---|---|
| Jodi Taylor | 100,000 | 99,998 | 199,998 |
Policy summary for non-employee directors: $75,000 annual cash retainer; $25,000 chair retainers (Audit/Comp/Nom&Gov); $10,000 additional for members of multiple committees; $100,000 annual RSU grant vesting by next annual meeting/first anniversary.
Board Meeting Activity (2024)
| Body | Meetings Held | Attendance Disclosure |
|---|---|---|
| Board of Directors | 4 | Each director attended ≥75% of applicable meetings; all directors attended 2024 annual meeting. |
| Audit Committee | 8 | See attendance disclosure above. |
| Compensation Committee | 4 | See attendance disclosure above. |
| Nominating & Corporate Governance Committee | 4 | See attendance disclosure above. |
Related-Party and Risk Oversight
- The Audit Committee (chaired by Taylor) must review/approve related-person transactions, oversee risk management, and pre-approve auditor services; it recommended inclusion of 2024 audited financials in the 10‑K after required PCAOB/SEC discussions with Deloitte.
Compensation Committee Process (context)
- Independent consultant (Exequity) engaged by the Compensation Committee; 2024 evaluation found no conflicts of interest. Taylor is not a member of the Compensation Committee.
Other Notes
- Class III director with term expiring at the 2027 annual meeting.