P. Kelly Mooney
About P. Kelly Mooney
Independent director (age 61) serving since March 2020; Founder and CEO of Equipt Women, with prior leadership roles spanning digital marketing and customer experience at Resource/Ammirati and IBM iX. Education: B.S. in Industrial Design (honors) from The Ohio State University. Core credentials include innovation, sustainability, belonging/inclusion, and governance experience across public and private boards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Equipt Women (public benefit corp.) | Founder & CEO | Current | Leadership development; ESG and inclusion focus |
| Resource/Ammirati (digital marketing/innovation) | CEO | Jan 2011 – Sep 2017 | Advised Fortune 500 execs on customer growth and digital transformation |
| Resource/Ammirati | President | Jun 2001 – Jan 2011 | Growth strategy and operational leadership |
| Resource/Ammirati | Chief Experience Officer & Director of Intelligence | Mar 1995 – May 2001 | Customer experience strategy and analytics |
| IBM iX | Chief Experience Officer | Sep 2017 – Jun 2018 | Post-acquisition integration; digital consultancy leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Sally Beauty Holdings (NYSE: SBH) | Director | Prior service | Industry retail exposure; disclosure notes board experience, not current status |
| J.Jill Inc. (NYSE: JILL) | Director | Prior service | Omnichannel apparel; disclosure notes board experience, not current status |
Board Governance
- Current committee assignments: Compensation Committee member; Audit Committee member (not a chair) .
- Independence: Board determined all directors are independent except Executive Chairman Steven J. Hilton and CEO Phillippe Lord; Mooney is independent .
- Attendance & engagement: Each director attended at least 75% of aggregate Board/committee meetings in 2024; directors are expected to attend Annual Meetings, and all (except appointees late in 2024/early 2025) attended the May 16, 2024 meeting .
- Board structure: Lead Independent Director role (Peter L. Ax) formalized by charter; independent executive sessions held at least quarterly (four in 2024) .
- Classification and tenure: Class I director; expected term through the 2026 annual meeting as part of phased declassification initiative approved for stockholder vote in 2025 .
Fixed Compensation
| Component | Amount (USD) | Notes |
|---|---|---|
| Board annual cash retainer | $50,000 | Standard non-employee director cash retainer |
| Committee member fees | $20,000 | $10,000 per committee (Audit; Compensation) |
| Travel reimbursement | $4,602 | 2024 reimbursement for board-related travel |
| Total cash fees (2024) | $70,000 | Aggregate of retainer and committee fees |
Performance Compensation
| Component | Grant | Value | Vesting | Notes |
|---|---|---|---|---|
| Equity (RSUs) | 3,000 shares | $229,770 | One-year vest (Mooney among directors with one-year vesting) | Annual equity grant; aligns interests with stockholders |
Mooney’s director pay mix is equity-heavy (approx. 77% equity in 2024), consistent with Meritage’s practice to align directors with shareholders .
Other Directorships & Interlocks
- Compensation Committee interlocks: None; no member (including Mooney) is or has been an employee of Meritage or its subsidiaries; no interlocking relationships affecting NEO pay .
- Index limits: Independent directors limited to serving on no more than three other public company boards (policy context) .
Expertise & Qualifications
- Board skills matrix highlights Mooney’s capabilities in executive management, marketing & sales, and service on public/private boards; contributes perspective on innovation, sustainability, belonging and inclusion .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Unvested Director Equity |
|---|---|---|---|
| P. Kelly Mooney | 23,700 | <1% | 3,000 RSUs unvested at 12/31/2024 |
- Stock ownership guidelines: Directors required to hold stock equal to 5× annual board retainer; all directors/officers were in compliance or transitional compliance as of 12/31/2024 .
- Pledging/hedging: Prohibited by Securities Trading Policy; none of the directors or NEOs has pledged company stock .
- Section 16 compliance: All officers and directors complied with SEC filing requirements during 2024 .
Governance Assessment
- Strengths: Independent status; active role on Compensation and Audit Committees; strong attendance; equity-heavy pay aligns incentives; anti-hedging/pledging policies; formal Lead Independent Director charter; robust related-party transaction policy with Audit Committee pre-approval .
- Alignment: Ownership guideline compliance and annual RSU grants support skin-in-the-game; reimbursement levels modest; no disclosed related-party transactions involving Mooney .
- Board accountability trend: Phased declassification initiative (beginning 2026) increases accountability and aligns with shareholder feedback; positive governance signal .
- RED FLAGS: None identified for Mooney—no pledging/hedging, no options repricing, no related-party transactions, no Section 16 issues; overall compensation and committee roles appear standard and shareholder-aligned .