Mary A. Lindsey
About Mary A. Lindsey
Independent director at MEI since 2020, age 69, and Chair of the Audit Committee. Former CFO of Commercial Metals Company (2016–2019) with prior senior finance and tax leadership roles; designated an SEC “audit committee financial expert.” Her background (CFO, tax, financial oversight) aligns closely with MEI’s current governance priorities, including remediation of prior internal control weaknesses in FY2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Commercial Metals Company | Chief Financial Officer | Jan 2016–2019 | Public-company CFO; financial reporting and capital oversight |
| Commercial Metals Company | Senior Vice President | 2017–2019 | Senior leadership responsibilities |
| Commercial Metals Company | Vice President – Tax | 2009–2016 | Tax strategy and compliance leadership |
External Roles
| Organization | Role | Committees | Notes |
|---|---|---|---|
| Lindsay Corporation | Director; Audit Committee Chair; Corporate Governance & Nominating Committee member | Audit (Chair); Corporate Governance & Nominating | Governance and financial oversight leadership at another public company |
| Orion Engineered Carbons S.A. | Director; Audit Committee member | Audit | Additional public company financial oversight |
Board Governance
- Independence: The Board determined all directors other than the CEO are independent (including Ms. Lindsey). All members of the Audit, Compensation, and Nominating & Governance Committees meet SEC/NYSE independence standards .
- Committee roles: Audit Committee Chair; the Audit Committee met 10 times in FY2025. Compensation Committee (7 meetings) and Nominating & Governance Committee (4 meetings) are chaired by other directors .
- Audit committee financial expert: The Board designated Ms. Lindsey (along with Ms. Bobek and Mr. Schwabero) as audit committee financial experts under SEC rules .
- Attendance: The Board met 10 times in FY2025; no director attended less than 75% of Board and applicable committee meetings .
- Executive sessions: Independent directors hold regularly scheduled executive sessions; the independent Chair serves as Presiding Director .
- Board size and refreshment: The Board determined its optimal size is 7 (down from 10) effective at the 2025 Annual Meeting .
- Related-party oversight: The Audit Committee reviews related-person transactions as needed; company does not maintain a separate written related-party policy beyond Code of Conduct and charter-driven oversight .
Fixed Compensation
| Component | Amount/Structure | Notes |
|---|---|---|
| Annual cash retainer | $80,000 | Applies to all non-employee directors |
| Additional retainer – Audit Chair | $24,000 | Committee chair premium |
| Meeting fees | $1,500 per committee and special Board meeting | Incremental for committee/special sessions |
| Deferral | Eligible to defer cash/equity to Deferred Compensation Plan | Director-directed deferral elections |
| Director | FY2025 Fees Earned (Cash) | FY2025 Stock Awards (Grant-Date Fair Value) | Total |
|---|---|---|---|
| Mary A. Lindsey | $128,000 | $140,000 | $268,000 |
Performance Compensation
| Equity Element | Value/Grant Practice | Vesting/Deferral | Performance Metrics |
|---|---|---|---|
| Annual stock grant | Shares valued at $140,000 | Immediate vesting; directors may defer into Deferred Compensation Plan | Not applicable for directors (time-based; no TSR/operational targets disclosed) |
No separate director performance metrics, option awards, or PSU frameworks are disclosed for non-employee directors; equity is time-based and intended to align with shareholder interests .
Other Directorships & Interlocks
| Company | Potential Interlock/Conflict | Assessment |
|---|---|---|
| Lindsay Corporation | No disclosed MEI-related dealings | No related-party transaction involving Ms. Lindsey disclosed . |
| Orion Engineered Carbons S.A. | No disclosed MEI-related dealings | No related-party transaction involving Ms. Lindsey disclosed . |
Expertise & Qualifications
- Financial/accounting expertise; former public-company CFO; SEC audit committee financial expert designation .
- Skills matrix indicates strengths in Financial/Accounting, M&A, Cybersecurity/IT Systems, International Business, and Public Company Board Service .
- Governance experience as Audit Chair at MEI and Lindsay Corporation .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (as of Jul 24, 2025) | 38,163 shares; includes 12,193 phantom stock units in the Deferred Compensation Plan . |
| Ownership as % of outstanding | “*” (less than 1%) . |
| Stock ownership guidelines (directors) | 5x annual cash retainer; 5-year phase-in; all directors in compliance or under required retention . |
| Hedging/pledging | Prohibited for directors under Insider Trading Policy . |
Insider Transactions (last 2 years; representative)
| Transaction Date | Type | Security | Qty | Price | Post-Transaction Position | Source |
|---|---|---|---|---|---|---|
| 2025-10-31 | Award (A) | Phantom Stock | 229.35 | $6.73 | 31,099.76 | Form 4: https://www.sec.gov/Archives/edgar/data/65270/000119312525264600/0001193125-25-264600-index.htm |
| 2025-09-16 | Award (A) | Phantom Stock | 18,543 | $8.00 | 30,870.41 | Form 4: https://www.sec.gov/Archives/edgar/data/65270/000119312525207466/0001193125-25-207466-index.htm |
| 2025-08-01 | Award (A) | Phantom Stock | 134.83 | $6.33 | 12,327.41 | Form 4: https://www.sec.gov/Archives/edgar/data/65270/000095017025102147/0000950170-25-102147-index.htm |
| 2024-09-23 | Purchase (P) | Common Stock | 8,800 | $11.3759 | 25,970.00 | Form 4: https://www.sec.gov/Archives/edgar/data/65270/000095017024109378/0000950170-24-109378-index.htm |
| 2024-06-13 | Award (A) | Common Stock | 14,170 | $9.88 | 17,170.00 | Form 4: https://www.sec.gov/Archives/edgar/data/65270/000095017024074344/0000950170-24-074344-index.htm |
The 2024 annual equity grant approximates the $140,000 director equity value (14,170 shares × $9.88 ≈ $140k) and the 2025 equity appears deferred into phantom stock units, consistent with the plan’s deferral feature (Form 4 sources above).
Governance Assessment
-
Positives
- Strong finance oversight: Audit Chair with CFO background; designated audit committee financial expert .
- Control remediation: Audit Committee oversaw remediation of prior material weaknesses in FY2025—an investor confidence positive .
- Independence and engagement: Independent director; Audit Committee met 10 times; Board reported adequate attendance (≥75% for all directors) .
- Alignment: Meaningful equity participation via annual grant; ability to defer equity/cash; open market purchase of 8,800 shares in Sept 2024 shows incremental alignment (Form 4: https://www.sec.gov/Archives/edgar/data/65270/000095017024109378/0000950170-24-109378-index.htm).
- Shareholder sentiment: Company say‑on‑pay approvals of ~96% (2024) and 97% (2023) indicate generally favorable investor views of governance/compensation .
-
Watch items / potential red flags
- Related-party framework: Company relies on Audit Committee review and Code of Conduct; no standalone written related‑party policy (common but less formal) .
- Advisory firm engagement: Significant AlixPartners spend (~$9.8m in FY2025) associated with interim CEO/CFO roles—reviewed and approved by independent Board/Audit Committee; not linked to Ms. Lindsey personally but remains a governance sensitivity for MEI .
- Board restructuring: Reduction from 10 to 7 directors concentrates committee workloads; continued monitoring of committee capacity warranted .
Overall: Ms. Lindsey’s profile (public-company CFO, tax expertise, multi‑board audit leadership) and her role in control remediation support board effectiveness and investor confidence. No disclosed Lindsey‑specific conflicts, pledging, or attendance issues; equity/deferral usage and one open‑market buy further reinforce alignment (Form 4 links as cited).