Cathy McCarthy
MIDDLEBYAbout Cathy L. McCarthy
Independent director at The Middleby Corporation since 2015; current Audit Committee Chair and member of the Nominating & Corporate Governance Committee. Age 77. Professional background includes CEO and CFO roles across public and private companies; designated by Middleby’s Board as an “audit committee financial expert.” She is President & CEO of Cross Tack Consulting (since 2011) and previously served as CEO of SM&A (2007–2011) and in senior finance roles prior to that.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cross Tack Consulting, Inc. | President & CEO | 2011–present | Strategy and finance advisory leadership |
| SM&A | President & CEO | 2007–2011 | Led strategy and competition management consultancy |
| SM&A | EVP, CFO, Corporate Secretary | 2005–mid-2007 | Financial reporting, internal controls |
| PIA Merchandising | Chief Financial Officer | Not disclosed | In-store merchandising finance leadership |
| Giant Group, Ltd. | Chief Financial Officer | Not disclosed | Investment firm finance leadership |
| Wherehouse Entertainment | Chief Financial Officer | Not disclosed | Retail finance leadership |
| Mellon Bank, N.A. | Vice President (lending) | Not disclosed | Oversight of leveraged/distressed assets and commercial lending |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Rigetti Computing, Inc. | Director; Audit Committee Chair | Since 2022 | Audit leadership |
| Solta Medical, Inc. | Director | 2007–2014 | Board service |
| SM&A | Director | 2007–2008 | Board service |
Board Governance
- Independence: Board determined all directors other than the CEO are independent; Ms. McCarthy is independent.
- Committee assignments: Audit Committee Chair; member, Nominating & Corporate Governance Committee (NCGC). Audit also oversees cybersecurity risk; all members are independent, “financially sophisticated,” and designated audit committee financial experts.
- Meeting cadence and attendance: FY2024 Board held 4 in-person and 7 virtual meetings; directors collectively had 97% attendance at full Board and 98% including committees; independent directors held six executive sessions. Audit Committee met six times (five virtual, one in-person). NCGC met five times (one virtual, four in-person). All directors attended the 2024 annual meeting.
- Service-on-other-boards policy: NCGC reviews other board commitments; Audit Committee members may not serve on more than two other public company audit committees.
- Related party transactions: None material since the beginning of FY2024.
- Anti-hedging/pledging: Policy prohibits hedging, pledging, and short selling by directors.
- Say-on-Pay: 2024 approval ~87%; Compensation Committee plans to add Adjusted EPS Growth, ROIC, and TSR to 2025 LTI metrics (executive comp program signal).
Fixed Compensation (Director)
| Component | Structure | 2024 Amount (if applicable) |
|---|---|---|
| Annual cash retainer | Paid quarterly to all non-employee directors | $100,000 |
| Chair fee (Audit/Comp/NCGC) | Additional cash, paid quarterly | $25,000 (Audit Chair) |
| Committee member fees | Audit: $12,500; Comp & NCGC: $7,500 | NCGC member: $7,500 |
| Meeting fees | None | None |
| Ms. McCarthy—Fees Earned (FY2024) | Sum of retainer + Audit Chair + NCGC member | $132,500 |
Performance Compensation (Director Equity)
| Grant | Instrument | Grant date | Shares/Units | Grant-date fair value | Vesting | Notes |
|---|---|---|---|---|---|---|
| Annual director equity | RSUs | Feb 26, 2024 | 1,140 (per director outstanding as of 12/28/2024) | $175,001 | One-year; vested Mar 6, 2025 | RSUs awarded in March (2024 grant finalized Feb 26); one-year vest; no performance metrics (time-based). |
Middleby’s standard non-employee director equity is time-based RSUs (no performance metrics) with a one-year vest; aggregate annual grant value increased to $175,000 for service in 2024.
Other Directorships & Interlocks
- Current public board: Rigetti Computing, Inc. (Audit Committee Chair).
- Prior public boards: Solta Medical, Inc. (2007–2014); SM&A (2007–2008).
- Compensation Committee interlocks: The proxy reports none.
- Audit committee load policy: No Audit Committee member may serve on >2 other public company audit committees; Rigetti counts as one.
Expertise & Qualifications
- Audit and finance: Former CFO at multiple companies; designated audit committee financial expert at Middleby.
- Executive leadership: CEO experience at SM&A and Cross Tack; extensive strategy, M&A, financial reporting, and internal controls background.
- Risk oversight and cybersecurity: Audit Committee oversight includes cybersecurity and information security updates from management.
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership at record date | 8,611 shares as of March 17, 2025 (proxy beneficial ownership table) |
| Director ownership guidelines | 5x annual cash compensation; unvested time-based RSUs count; all non-employee directors exceeded minimums as of Dec 28, 2024 |
| Hedging/pledging | Prohibited by Company policy for directors |
| Section 16(a) compliance | No known filing delinquencies reported for 2024 |
| Related party transactions | None material since beginning of FY2024 |
Recent Insider Transactions (Form 4)
| Transaction date | Type | Shares | Price ($) | Post-transaction holdings | Source |
|---|---|---|---|---|---|
| 2023-03-02 | Award (A) | 1,046 | 0.00 | 8,971 | https://www.sec.gov/Archives/edgar/data/769520/000117043323000002/0001170433-23-000002-index.htm |
| 2024-03-05 | Sale (S) | 1,000 | 153.125 | 7,971 | https://www.sec.gov/Archives/edgar/data/769520/000162828024009503/0001628280-24-009503-index.htm |
| 2024-03-06 | Award (A) | 1,140 | 0.00 | 9,111 | https://www.sec.gov/Archives/edgar/data/769520/000162828024009503/0001628280-24-009503-index.htm |
| 2024-11-07 | Sale (S) | 500 | 142.19 | 8,611 | https://www.sec.gov/Archives/edgar/data/769520/000117043324000007/0001170433-24-000007-index.htm |
| 2025-03-06 | Award (A) | 1,108 | 0.00 | 9,719 | https://www.sec.gov/Archives/edgar/data/769520/000162828025011045/0001628280-25-011045-index.htm |
Note: The proxy’s beneficial ownership table reports 8,611 shares as of March 17, 2025, while a March 6, 2025 Form 4 shows 9,719 post-award holdings; consult the cited filings for reconciliation. https://www.sec.gov/Archives/edgar/data/769520/000162828025011045/0001628280-25-011045-index.htm
Governance Assessment
- Strengths:
- Deep financial oversight credibility as Audit Committee Chair and designated audit committee financial expert; Audit Committee is fully independent and includes multiple financial experts.
- Robust governance policies: independent Chair; majority independent board; anti-hedging/pledging; clawback; no option repricing; no golden parachute tax gross-ups for executives; regular executive sessions.
- Strong engagement and attendance: high Board/committee attendance rates; all directors attended 2024 annual meeting; active shareholder outreach.
- Ownership alignment: strict director ownership guidelines (5x cash retainer); directors in compliance.
- Watchpoints and potential red flags:
- Multiple board service oversight: Policy caps Audit Committee members at two other public company audit committees; Ms. McCarthy chairs Rigetti’s Audit Committee (one other), which remains within policy, but continued monitoring of load is prudent.
- Insider sales: Open-market sales in March and November 2024; routine for diversification but worth monitoring around key events. https://www.sec.gov/Archives/edgar/data/769520/000162828024009503/0001628280-24-009503-index.htm https://www.sec.gov/Archives/edgar/data/769520/000117043324000007/0001170433-24-000007-index.htm
- Board does not have term limits or a mandatory retirement age; however, Middleby has recently refreshed the Board with multiple new directors in 2024 and 2025.
Overall implication: Ms. McCarthy’s extensive CEO/CFO background and Audit Chair role support investor confidence in financial reporting, internal controls, and cyber risk oversight. Policy frameworks (ownership, anti-hedging/pledging, related-party screening) and strong attendance/engagement further mitigate governance risk. Continued monitoring of insider trading activity and aggregate audit committee commitments is advisable.