Martha Marcon
MERCURY GENERALAbout Martha E. Marcon
Independent director at Mercury General Corporation (MCY) since 2008; age 76. Former KPMG LLP partner for 20+ years (retired January 2006), where she served as National Resource Partner – Insurance Industry and Western Region Insurance Industry Leader; 28 years as a certified public accountant focused on insurance. Serves as MCY’s Lead Independent Director, bringing deep audit and insurance expertise to the board.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| KPMG LLP | Partner; National Resource Partner – Insurance Industry; Western Region Insurance Industry Leader | More than 20 years prior to January 2006 | Led insurance audit and advisory practice; extensive financial reporting and controls expertise |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Guild Holdings Company (public) | Director; Audit Committee Chair; Governance Committee member | Since IPO in 2020 – present | Chairs audit; member of governance |
| Nonprofits Insurance Alliance (group of companies) | Director | Ongoing | Chairs audit committees |
| Foresters Financial | Director; Audit Committee member; Risk Committee member | Until June 2021 | Audit and risk oversight |
Board Governance
- Independence: Board determined Marcon is independent under NYSE standards.
- Lead Independent Director: Coordinates activities of non-management directors; facilitates communication and presides over executive sessions of independent directors.
- Committees and roles (MCY):
- Audit Committee: Chair; committee meets NYSE and SEC independence and financial literacy standards; Marcon qualifies as “audit committee financial expert.” 2024 meetings: 4.
- Nominating/Corporate Governance Committee: Member; served as Chair through February 7, 2025 before Joshua Little became Chair. 2024 meetings: 2.
- Compensation Committee: Not a member. 2024 meetings: 3.
- Investment Committee: Not a member. 2024 meetings: 4.
- Board activity and attendance: The Board met 4 times in 2024; each director attended at least 75% of aggregate Board and applicable committee meetings.
- Executive sessions: Four sessions of non-management directors held in 2024; independent-only sessions at least annually; presided over by the Lead Independent Director.
Fixed Compensation
| Component | Detail | Amount/Structure | 2024 Marcon Amount |
|---|---|---|---|
| Total Director Fees (cash) | Fees earned/paid in cash | Per structure below | $127,600 |
| Lead Independent Director Retainer | Annual retainer | $25,000 | Included in total |
| Board Quarterly Fee | Per quarter | $7,800 per quarter | Included in total |
| Board Meeting Fee | Per Board meeting | $7,800 per meeting | Included in total |
| Audit Committee Chair Fee | Per Audit Committee meeting (Chair) | $7,800 per meeting | Included in total |
| Nominating/Governance Chair Fee | Per meeting (Chair) | $4,500 per meeting | Applied during 2024 while Chair; included in total |
| Committee Member Fees (non-chair) | Per meeting | $2,800 per meeting | As applicable |
| Equity Awards to Directors | Policy | None of the non-employee directors receive equity awards | $0 |
Structure indicates a pay-for-service, cash-heavy model with role-based retainers; no equity granted to directors.
Performance Compensation
| Performance Element | Status | Notes |
|---|---|---|
| Cash bonus/PSU/Option awards to non-employee directors | None | Company states non-employee directors do not receive equity awards; no performance-linked pay disclosed for directors. |
Other Directorships & Interlocks
- Current: Guild Holdings Company (public) – Audit Chair; Governance Committee member.
- Additional: Nonprofits Insurance Alliance – Board member; Audit Chair across the group.
- Prior: Foresters Financial – Board; Audit and Risk Committees (through June 2021).
- Potential interlock consideration: Former KPMG partner; KPMG is MCY’s independent auditor and has been since 1963. The Board affirms Marcon’s independence under NYSE standards. This is decades removed from her KPMG tenure and the board’s independence determination mitigates perceived conflict risk.
Expertise & Qualifications
- Audit committee financial expert under SEC rules; deep accounting and financial reporting expertise tailored to insurance.
- 28 years as a CPA; extensive insurance industry audit/controls background at KPMG.
- Governance leadership: Lead Independent Director; chaired Nominating/Corporate Governance through February 7, 2025.
- External audit leadership: Chairs Guild Holdings’ Audit Committee and the Nonprofits Insurance Alliance audit committees.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | As of | Notes |
|---|---|---|---|---|
| Martha E. Marcon | — | * (<1%) | April 1, 2025 | No reported beneficial ownership in proxy table |
| Hedging/Pledging | Prohibited by policy | — | Policy in effect | Applies to non-employee directors; hedging and pledging are prohibited. |
| Director Equity Awards | None | — | 2024 | Company discloses no equity awards to non-employee directors. |
Governance Assessment
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Strengths
- Independent director; Lead Independent Director; Audit Chair; SEC “financial expert” designation—strong oversight capabilities in financial reporting, controls, and risk.
- High board process discipline: formal committee charters; regular executive sessions; clear related-party approval framework (Nominating/Corporate Governance oversees director/CEO/5% holder related-party transactions).
- Shareholder support: 2024 Say-on-Pay passed with >96% approval, signaling broad investor confidence in compensation governance.
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Alignment considerations
- Directors receive cash-only compensation; no equity for non-employee directors, and Marcon reported no beneficial ownership as of the proxy date—potentially weaker direct alignment with shareholders absent voluntary shareholding. RED FLAG: zero reported ownership coupled with no equity grants to directors.
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Conflicts and related-party exposure
- No Marcon-specific related-party transactions disclosed. The Board’s related-party policy routes director/CEO/5% holder transactions to the Nominating/Corporate Governance Committee (where Marcon served, including as Chair through Feb. 7, 2025).
- Board-level context: multiple Joseph family members serve as directors/executives; the related-party section discloses transactions with family-affiliated entities/employees, underscoring the importance of independent oversight by directors like Marcon.
- Former KPMG affiliation noted; KPMG remains auditor. The Board affirms her independence; long separation from KPMG reduces perceived conflict risk.
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Attendance and engagement
- Board and committees held regular meetings in 2024, and each director attended at least 75% of applicable meetings; Marcon presided over independent director executive sessions as Lead Independent Director.
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Overall view
- Governance profile is strengthened by Marcon’s independence, audit expertise, and leadership roles. The principal alignment gap is lack of equity-based director compensation and zero reported beneficial ownership; investors may prefer evidence of personal shareholding to reinforce “skin in the game,” even with hedging/pledging prohibitions in place.