Timothy Christen
About Timothy L. Christen
Timothy L. Christen, 66, is MEC’s independent, non-executive Chair of the Board (since July 2022) and a director since June 2016; he is a licensed CPA with 40+ years of accounting, strategy, risk, and leadership experience, including service as Chairman and CEO of Baker Tilly US, LLP and Chairman of Baker Tilly International Ltd. . He holds a bachelor’s degree in Accounting from the University of Wisconsin–Platteville and serves as a trustee of the Financial Accounting Foundation (since January 1, 2021), and as a director at Expensify (since 2021) and CPA.com (since 2018) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Baker Tilly US, LLP | Partner; Chairman & CEO | Partner: 1990–2016; Chairman & CEO: 1999–2016 | Led national public accounting firm; significant strategy, risk, and management leadership |
| Baker Tilly International Ltd. | Chairman | 2017–2021 | Oversaw top-10 global accounting network governance |
| American Institute of CPAs (AICPA) | Director; Chairman | Director: 2014–2017; Chairman: 2015–2016 | Profession leadership and standard-setting engagement |
External Roles
| Organization | Type | Role | Since | Notes |
|---|---|---|---|---|
| Expensify | Public company | Director | 2021 | Cloud-based expense management; board oversight |
| CPA.com | Corporate/industry | Director | 2018 | Solutions for accounting firms; governance role |
| Financial Accounting Foundation (FAF) | Non-profit standard-setting oversight | Trustee | Jan 1, 2021 | Oversight of FASB/GASB; accounting governance |
Board Governance
- Independent board leadership: Roles of CEO and Chair are separated; MEC has been led by an independent, non-executive Chair since July 2022, enhancing accountability and independent oversight .
- Independence: The Board determined all non-employee directors, including Christen, are independent under NYSE standards and MEC’s director independence standards .
- Committee memberships: Audit Committee member (all members are “audit committee financial experts”), and Nominating & Corporate Governance Committee member .
- Attendance and engagement: Board held 4 meetings in 2024; all directors attended at least 75% of Board and committee meetings and all attended the 2024 annual meeting .
- Executive sessions: Independent directors meet in executive session at each regularly scheduled Board meeting .
- Insider trading and alignment: MEC prohibits hedging, pledging, margin accounts, and derivatives for directors, officers, and employees .
| Committee | Role | Financial Expert Status | 2024 Meetings |
|---|---|---|---|
| Audit Committee | Member | Yes (all members) | 4 |
| Nominating & Corporate Governance Committee | Member | N/A | 1 |
Fixed Compensation
- MEC non-employee director program (2024): Annual cash retainer $40,000; committee meeting fees of $1,000 per committee meeting in excess of ten annually; committee chair retainers—Audit $15,000, Compensation $12,000, Nominating & Corporate Governance $10,000; annual RSU grant target $125,000; non-executive Chair receives an additional $35,000 cash and $25,000 in RSUs; RSUs generally vest on the first anniversary of grant (or next annual meeting, if earlier) and were granted April 16, 2024 .
- 2024 compensation for Christen: Fees earned in cash $75,000; stock awards $150,023; total $225,023; 10,832 unvested RSUs outstanding as of December 31, 2024 .
| Component | Amount / Value | Notes |
|---|---|---|
| Annual director cash retainer | $40,000 | Non-employee directors |
| Non-executive Chair cash retainer | $35,000 | Chair of Board |
| Non-executive Chair RSUs | $25,000 | Additional to standard director grant |
| Annual director RSU grant (target) | $125,000 | Granted 4/16/2024; generally vests at first anniversary or next annual meeting |
| Committee chair retainers | Audit $15,000; Comp $12,000; NCG $10,000 | Applies to chairs; Christen is a member, not chair |
| Committee meeting fees (excess) | $1,000 per meeting >10 annually | Applies to meetings beyond threshold |
| 2024 Director Compensation (Christen) | Value |
|---|---|
| Fees earned in cash | $75,000 |
| Stock awards (grant date fair value) | $150,023 |
| Total | $225,023 |
| Unvested RSUs outstanding (12/31/2024) | 10,832 |
Performance Compensation
- No performance-conditioned equity is disclosed for directors; director RSUs are time-based and vest with service (first anniversary or next annual meeting, if earlier) .
- MEC prohibits hedging/pledging, reinforcing long-term orientation of equity holdings .
| Award Type | Grant Date | Grant Value | Vesting | Performance Metrics |
|---|---|---|---|---|
| RSUs (Director annual) | April 16, 2024 | $125,000 target | First anniversary or next annual meeting | None disclosed for directors |
| RSUs (Chair additional) | April 16, 2024 | $25,000 | First anniversary or next annual meeting | None disclosed for directors |
Other Directorships & Interlocks
| Company / Organization | Role | Since | Potential Interlock with MEC |
|---|---|---|---|
| Expensify | Director | 2021 | None disclosed; MEC reports no related person transactions in 2024 |
| CPA.com | Director | 2018 | None disclosed; MEC reports no related person transactions in 2024 |
| Financial Accounting Foundation | Trustee | Jan 1, 2021 | None disclosed; MEC reports no related person transactions in 2024 |
Expertise & Qualifications
- Audit and financial expertise: Board-designated “audit committee financial expert”; licensed CPA; extensive experience overseeing financial reporting, audit quality, and risk management .
- Governance credentials: Chair of MEC’s Board with separation from CEO; prior leadership at Baker Tilly US and International; trustee of FAF; AICPA Chair .
- Strategic and risk oversight: 16 years as CEO of a national accounting firm; experience in strategy and risk management aligns with committee responsibilities (Audit; Nominating & Corporate Governance) .
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership (shares) | 141,407 |
| Ownership % of outstanding shares | <1% (asterisked by MEC) |
| Unvested RSUs outstanding (12/31/2024) | 10,832 |
| Shares pledged as collateral | Prohibited by MEC policy |
| Hedging / derivatives | Prohibited by MEC policy |
| Section 16(a) compliance | MEC reports all directors complied for 2024 |
Governance Assessment
- Strengths: Independent non-executive Chair; clear separation of Chair/CEO roles; independent director; audit committee financial expert; strong attendance; prohibition of hedging/pledging; no related-person transactions; director compensation includes meaningful equity with time-based vesting, aligning with shareholder interests .
- Potential conflicts and mitigants: Christen’s accounting-firm leadership background (Baker Tilly) could present perceived conflicts in audit oversight; however, MEC’s auditor is Deloitte & Touche LLP and no related-person transactions are disclosed, reducing conflict risk .
- Board effectiveness signals: Executive sessions at each regular meeting; use of formal charters and governance guidelines; independence determinations aligned with NYSE standards; committee composition covers audit, compensation, and governance with independent members .
- RED FLAGS: None disclosed—no related-party transactions, no hedging/pledging, and compliance with Section 16 filing requirements; attendance thresholds met .