Ronald Kirk
About Ronald Kirk
Ronald Kirk, age 70, has served as an independent director of Mister Car Wash, Inc. since October 2021; he is Senior Of Counsel at Gibson, Dunn & Crutcher LLP and previously served as U.S. Trade Representative (2009–2013) under President Obama, bringing government, legal, and international trade expertise to the board; he holds a B.A. (Austin College) and a J.D. (University of Texas School of Law) . The Board has determined he is independent under NASDAQ rules, and he serves on the Audit Committee and the Nominating and Corporate Governance Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Office of the U.S. Trade Representative | U.S. Trade Representative | 2009–2013 | Led U.S. trade policy and IP enforcement initiatives |
| Gibson, Dunn & Crutcher LLP | Senior Of Counsel | April 2013–present | Legal counsel; governance and regulatory expertise |
| Vinson & Elkins LLP | Partner | 2005–2009 | Corporate legal practice; prior to USTR appointment |
| Gardere Wynne & Sewell LLP | Partner, Corporate Securities Practice | 1994–2005 | Corporate/securities expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Texas Instruments Incorporated | Director | Current | Public company board; committee roles not disclosed here |
| Macquarie Infrastructure Holdings, LLC | Director | Prior | Former public company directorship |
| Gibson, Dunn & Crutcher LLP | Senior Of Counsel | April 2013–present | Ongoing legal role |
Board Governance
- Class II director; current term expires at the 2026 annual meeting .
- Committee assignments: Audit Committee member; Nominating and Corporate Governance Committee member; not a chair of either .
- Independence: Board determined Ronald Kirk is independent under NASDAQ rules (nine of ten directors independent) .
- Attendance: In 2024, each director attended at least 75% of Board and applicable committee meetings; all directors attended the 2024 annual meeting .
- Controlled company: LGP controls >50% of voting power; MCW currently complies with non-controlled governance standards but may rely on exemptions in the future .
- Executive sessions: Independent directors hold regular executive sessions with a rotating presiding director; no fixed Lead Independent Director .
Fixed Compensation
| Component | Amount (2024) |
|---|---|
| Annual cash retainer | $75,000 |
| Additional cash for multiple committee memberships | $10,000 |
| Total cash fees | $85,000 |
Policy reference: Non-employee director cash compensation comprises a $75,000 annual retainer; committee chairs receive $25,000; members of multiple committees receive an additional $10,000; fees paid quarterly in arrears .
Performance Compensation
| Equity Detail | 2024 |
|---|---|
| Stock awards (grant-date fair value) | $99,998 |
| Unvested RSUs outstanding at FYE | 14,684 |
| Vesting schedule (policy) | RSUs vest in full on the earlier of the next annual meeting or first anniversary of grant, subject to continued service |
Note: Director equity grants are time-based RSUs; no performance metrics are tied to director equity awards in the proxy .
Other Directorships & Interlocks
| Company | Relationship to MCW | Potential Interlock/Conflict |
|---|---|---|
| Texas Instruments Incorporated | Unrelated semiconductor company | No MCW customer/supplier interlock disclosed |
| Macquarie Infrastructure Holdings, LLC (prior) | Unrelated infrastructure holdings | No MCW interlock disclosed |
No related-party transactions disclosed involving Ronald Kirk; Audit Committee oversees related-person transactions under board policy .
Expertise & Qualifications
- Government and trade: Former U.S. Trade Representative; regulatory and IP enforcement expertise .
- Legal: Senior Of Counsel at Gibson Dunn; extensive corporate and securities practice background .
- Public company governance: Current TI director; prior Macquarie Infrastructure director .
- Education: B.A., Austin College; J.D., University of Texas School of Law .
Equity Ownership
| Ownership Metric | Amount |
|---|---|
| Total beneficial ownership (shares) | 39,335 |
| Ownership as % of shares outstanding | <1% |
| Breakdown: Common shares | 24,651 |
| Breakdown: RSUs vesting within 60 days | 14,684 |
| Hedging/pledging status | Company policy prohibits hedging and pledging by directors |
| Director stock ownership guideline | 5x annual cash retainer (applies to non-employee directors not affiliated with LGP) |
Compliance with individual ownership guidelines is not disclosed; only policy parameters are provided .
Governance Assessment
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Strengths:
- Independent director on key oversight committees (Audit; Nominating & Corporate Governance), supporting financial reporting rigor and board refresh processes .
- Strong attendance and annual meeting participation; regular independent executive sessions bolster oversight .
- Anti-hedging and anti-pledging policy for directors; related-party transactions reviewed by independent committee; robust governance documentation (charters, guidelines) .
- Director compensation mix balanced (cash + time-based equity); no performance metric gaming risk for director pay .
-
Risks/Red Flags to monitor:
- Controlled company status (LGP 66.1% ownership) and LGP director designation rights could concentrate influence; continued adherence to independence standards mitigates but does not eliminate risk .
- No disclosed conflicts for Ronald Kirk, but external legal role (Gibson Dunn) warrants periodic review for potential engagements with MCW or its affiliates; none disclosed in proxy .
- Say-on-pay context: Company reports strong support (95.2% in prior year), but this pertains to executive compensation and overall governance environment rather than director-specific pay .