Mary Porter
About Mary Porter
Mary Porter, 54, is Chief People Officer at Mister Car Wash (MCW) since April 2023; she previously spent 27 years at Nordstrom culminating as Vice President of Human Resources (2018–2023). She holds a Bachelor of Arts from the University of Washington . Company performance context for her incentives: 2024 adjusted EBITDA grew 12% year-over-year and comparable store sales rose 3% ; adjusted EBITDAR achieved $446.4 million vs a $434.7 million plan (102.69% of plan), driving a 126.94% of target bonus payout for NEOs . Pay-versus-performance shows 2024 TSR value of $36 on a $100 initial investment versus peer group TSR of $134; 2024 GAAP net income was $70 million and adjusted EBITDAR $446 million .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Nordstrom | Vice President of Human Resources | 2018–2023 | Led HR across Nordstrom and Nordstrom Rack locations in U.S. and Canada; broad experience spanning HR compliance, Talent Acquisition, and strategic business support |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| None disclosed in MCW’s 2025 proxy for Mary Porter | — | — | No public company directorships or external board roles disclosed for Mary Porter in the executive officers section |
Fixed Compensation
| Metric ($) | 2023 | 2024 |
|---|---|---|
| Salary | 252,404 | 391,154 |
| Bonus (sign-on/one-time) | 62,000 | — |
| Stock Awards (Grant-date fair value) | 249,996 | 124,993 |
| Option Awards (Grant-date fair value) | 249,998 | 124,999 |
| Non-Equity Incentive Plan Compensation (Annual bonus payout) | 80,052 | 199,013 |
| All Other Compensation | 75,330 | 10,142 |
| Total Compensation | 969,780 | 850,301 |
- 2024 base salary rate as of 12/31/2024: $395,000 .
- 2024 target bonus: 40% of base salary; target schedule also disclosed as Threshold $79,000, Target $158,000, Maximum $316,000 .
Performance Compensation
| Component | Metric | Weighting | Target | Actual | Payout | Vesting/Timing |
|---|---|---|---|---|---|---|
| 2024 Annual Bonus | Adjusted EBITDAR to plan | 100% | $434.7m (100% plan) | $446.4m (102.69% of plan) | 126.94% of target for NEOs; Committee did not exercise discretion | Cash incentive; payouts per 2024 Executive Bonus Program |
Bonus curve (selected points): threshold 94.0% → 50% payout; target 100.0% → 100%; maximum 110%+ → 200% (linear interpolation between nodes) .
2024 Equity Grants (Long-Term Incentives)
| Grant Date | Type | Shares | Exercise Price | Vesting |
|---|---|---|---|---|
| 6/1/2024 | Stock Options | 35,211 | $7.03 | Three equal annual installments on each anniversary of grant date, subject to continued service |
| 6/1/2024 | RSUs | 17,780 | — | Three equal annual installments on each anniversary of grant date, subject to continued service |
Target annual grant value for Mary Porter: $250,000 .
Equity Ownership & Alignment
- Stock ownership guidelines: Other executive officers must hold 3x annual base salary, to be met within five years of the later of IPO (June 24, 2021) or appointment; applies to Mary Porter (appointed April 2023) .
- Hedging and pledging prohibition: Company policy prohibits hedging and pledging of Company securities, including margin accounts .
Beneficial Ownership (as of March 31, 2025)
| Holder | Shares Beneficially Owned | % Outstanding | Footnote Detail |
|---|---|---|---|
| Mary Porter | 32,533 | <1% | 11,221 shares; 21,312 options exercisable within 60 days; no RSUs vesting within 60 days |
Outstanding Equity Awards at FYE 2024 (12/31/2024)
| Grant Date | Options Exercisable (#) | Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration | Unvested RSUs (#) | Market Value of Unvested RSUs ($) |
|---|---|---|---|---|---|---|
| 6/1/2023 | 21,312 | 42,626 | 8.14 | 6/1/2033 | 20,475 | 149,263 (at $7.29 close) |
| 6/1/2024 | — | 35,211 | 7.03 | 6/1/2034 | 17,780 | 129,616 (at $7.29 close) |
- 2024 vesting realized: 10,237 RSUs vested; no option exercises by Mary Porter in 2024 .
Employment Terms
| Term | Detail |
|---|---|
| Offer Letter Date | March 1, 2023 |
| Role | Chief People Officer |
| Initial Base Salary | $375,000 |
| Target Bonus | 40% of base salary |
| Initial Equity | RSUs and Stock Options, aggregate grant value $500,000 |
| Relocation | Executive relocation benefits, including $15,000 net lump sum for incidentals |
| Sign-On Bonus | One-time $62,000; subject to repayment in full if employment terminated before one-year anniversary |
| Clawback | Company adopted SEC/NYSE-compliant clawback policy effective Dec 1, 2023 (3-year recovery of excess incentive compensation tied to financial reporting measures) |
Severance and Change-of-Control Economics (as of 12/31/2024, illustrative maximums)
| Scenario | Cash | Equity Acceleration | Healthcare Continuation | Total |
|---|---|---|---|---|
| Termination without Cause or for Good Reason (outside protection period) | $395,000 (12 months continued salary) | — | $22,309 (12 months premiums) | $417,309 |
| Change in Control (no termination) | — | $288,034 (options/RSUs per methodology) | — | $288,034 |
| Termination without Cause or for Good Reason During Protection Period (i.e., CIC qualifying termination) | $987,500 (1.5x salary + target bonus; plus prorated bonus at 100%) | $288,034 | $33,464 (18 months premiums) | $1,308,998 |
| Death or Disability | — | $288,034 | — | $288,034 |
Notes:
- Equity acceleration methodology: options include only positive spread; RSUs valued at closing price ($7.29 on 12/31/2024) .
- Company does not provide excise tax gross-ups on change-in-control .
Compensation Structure Analysis
- Cash vs equity mix: 2024 equity grants for Mary Porter were $124,993 RSUs and $124,999 options; cash bonus paid $199,013; salary $391,154—mix remains balanced with meaningful at-risk equity and performance-based cash .
- Shift in LTI design: Awards consist of both options and RSUs with standardized three-year ratable vesting; no off-cycle grants; no repricing observed for NEOs in 2024 .
- Performance metric simplicity: 2024 annual bonus was a single metric (adjusted EBITDAR to plan), emphasizing profitability regardless of sale-leaseback timing; payout at 126.94% of target based on 102.69% attainment .
- Governance protections: Robust clawback, prohibition on hedging/pledging, stock ownership guidelines at 3x salary for executive officers .
Compensation Peer Group (2024 decisions)
| Peer Companies |
|---|
| Bright Horizons Family Solutions; Dave & Buster’s; Dine Brands; Driven Brands; First Watch; Grocery Outlet; Leslie’s; National Vision; Ollie’s; Papa John’s; Petco; Planet Fitness; Shake Shack; Valvoline |
Say-on-Pay & Shareholder Feedback
- 2024 Say-on-Pay support: 95.2% .
- Board recommends annual Say-on-Pay votes going forward based on 2023 frequency outcome .
Investment Implications
- Alignment: Mary Porter’s incentives (40% target bonus, dual RSU/option LTI with 3-year ratable vesting) are tightly linked to profitability via adjusted EBITDAR and long-term value creation; hedging/pledging prohibitions and ownership guidelines (3x salary) support shareholder alignment .
- Retention risk: Severance design provides 12 months salary outside CIC and 1.5x salary+target bonus in CIC termination, with healthcare continuation and equity acceleration per plan—moderate protection that encourages retention through transactions without excessive guarantees (no CIC gross-ups) .
- Trading signals/overhang: 2024 grants vest over three years; Mary had no option exercises in 2024 and modest RSU vesting (10,237 shares), suggesting limited near-term selling pressure from exercises, though routine RSU vesting could create episodic settlement-related flow around anniversary dates .
- Pay-for-performance: With adjusted EBITDAR exceeding plan (102.69%) and the payout at 126.94% of target, bonus outcomes were performance-driven; company TSR underperformance vs peer TSR in 2024 (36 vs 134) indicates equity-linked compensation may not fully monetize without improved market performance .