Christine McCarthy
Director at PG
Board
About Christine McCarthy
Independent director at Procter & Gamble since 2019; former Senior Executive Vice President and Chief Financial Officer of The Walt Disney Company (2015–2023) and Strategic Advisor until retirement in June 2024. At P&G, she chairs the Audit Committee and serves on the Compensation & Leadership Development Committee; the Board has designated her an “Audit Committee Financial Expert.” Current public boards: CoStar Group, Inc. (since April 2025) and Flutter Entertainment (since 2024). Independence: the Board deems all non-employee directors, including Ms. McCarthy, independent under NYSE and P&G guidelines.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Walt Disney Company | Senior Executive Vice President & CFO | 2015–2023; Strategic Advisor until June 2024 | Led global finance (controllership, tax, treasury), investor relations, risk; led M&A and strategy; oversight of enterprise tech, security, and cybersecurity; oversaw Disney Accelerator. |
| The Walt Disney Company | EVP, Corporate Real Estate, Alliances & Treasurer | 2005–2015 | Corporate finance leadership; alliances; global treasury. |
| The Walt Disney Company | SVP & Treasurer | 2000–2005 | Global treasury and capital markets. |
| Imperial Bancorp | EVP & CFO | 1997–1999 | CFO of bank holding company. |
| First Interstate | Various roles incl. EVP, Finance | 1981–1996; EVP Finance in 1993 | Senior finance leadership. |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| CoStar Group, Inc. | Director | April 2025 | Current public company board. |
| Flutter Entertainment | Director | 2024 | Current public company board. |
| Carnegie Institution for Science | Trustee | — | Non-profit board. |
| Westridge School | Trustee | — | Non-profit board. |
Board Governance
- Committee assignments: Audit Committee (Chair); Compensation & Leadership Development Committee (member). The Audit Committee met 8x and C&LD met 5x in FY 2024–25.
- Financial expertise: Designated “Audit Committee Financial Expert” by the Board.
- Independence: Independent director per NYSE standards and P&G Independence Guidelines; all committee members are independent.
- Attendance: In FY 2024–25, none of the incumbent directors attended fewer than 75% of Board/committee meetings; average attendance ~98%. In FY 2023–24, each incumbent attended >83% and average attendance ~97%.
- Audit scope: Oversight of financial reporting, internal controls, compliance, overall risk profile, and cybersecurity; receives regular CIO/CISO updates at least 3x per year.
- Governance processes: Executive sessions at each regular Board meeting; active Lead Director (Jimenez) oversight; strong refreshment and evaluation practices.
| Committee | Role | FY 2024–25 Meetings |
|---|---|---|
| Audit | Chair | 8 |
| Compensation & Leadership Development | Member | 5 |
Fixed Compensation (Director)
| Component | FY 2024–25 Amount | Key Terms |
|---|---|---|
| Annual retainer (cash or elective form) | $120,000 | Paid quarterly; directors may elect cash, RSUs, or unrestricted stock for fees. |
| Audit Chair fee | $30,000 | Annual chair retainer. |
| Annual equity (RSUs) | $220,000 | Granted after Oct 8, 2024 meeting; 1-year vesting; dividend equivalents accrue; shares settle at least 1 year after leaving Board (from Oct 2025, settlement on one-year service date with optional deferral). |
| FY 2024–25 total (McCarthy) | $370,000 (Cash fees $150,000; Stock awards $220,000) | FY detail: she elected to take $145,000 of fees as RSUs (grant date fair value $145,233). |
YoY change (context):
| Period | Fees (Cash or elected) | Stock Awards | Total |
|---|---|---|---|
| FY 2023–24 | $130,055 | $220,000 | $350,055 |
| FY 2024–25 | $150,000 | $220,000 | $370,000 |
- Director ownership guideline: 6× annual retainer; all non-employee directors either meet or are on track within five years.
Performance Compensation
- P&G does not tie non-employee director pay to performance metrics; director compensation consists of cash retainers, committee/leadership fees, and time-based RSU grants. No annual bonus, no performance-conditioned equity, and no option awards for directors.
Other Directorships & Interlocks
| Company | Role/Committee | Interlock Notes |
|---|---|---|
| CoStar Group, Inc. | Director | No P&G compensation committee interlocks; all FY 2024–25 C&LD members were independent and not P&G officers. |
| Flutter Entertainment | Director | Same as above. |
- Outside time commitments: P&G limits directors to ensure bandwidth; active public-company CEOs limited to one additional board; other non-employee directors to no more than three additional public boards; G&PR annually reviews time commitments. Ms. McCarthy’s two outside public boards are within guidelines.
Expertise & Qualifications
- Finance and audit leadership: Former Disney CFO; deep experience in complex financial reporting, capital markets, M&A, and global treasury; designated Audit Committee Financial Expert.
- Technology/cyber oversight: Oversaw Disney’s enterprise technology, global security, and cybersecurity; relevant to P&G’s audit oversight of cybersecurity.
- Consumer/brand perspective: Long-term experience in consumer-facing industries and brand management at Disney.
Equity Ownership
| Holding Type | Amount | Notes |
|---|---|---|
| Common shares (direct/PST/ISOP) | — | No direct common stock reported. |
| Right to acquire within 60 days (options/PSUs/RSUs delivering) | — | No such rights reported. |
| Trusteeships/family holdings | — | None reported. |
| Total beneficial ownership (common) | — | Percent of class not meaningful. |
| RSUs outstanding (director) | 14,611 | Director RSUs outstanding; settle as shares after service per policy. |
| Unvested RSUs from Oct 2024 grant | 1,334 | Includes dividend equivalents; Mr. Arnold prorated example shows 466. |
| Hedging/pledging | Prohibited | Company policy bans hedging, short sales, and pledging by directors. |
| Director ownership guideline | 6× retainer | All non-employee directors meet or are on track. |
Governance Assessment
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Strengths
- Chair of Audit with “financial expert” designation; robust audit oversight remit (financial reporting, compliance, risk, cybersecurity). This is a strong signal for board effectiveness in financial stewardship.
- High engagement: Board/committee attendance thresholds met; overall attendance ~98% in FY 2024–25, indicating strong availability and engagement.
- Relevant operating experience: CFO/M&A background at Disney; technology and cybersecurity oversight experience align with P&G risk areas.
- Compensation and independence safeguards: Independent director; no compensation committee interlocks; robust related-party review; no reportable related-person transactions involving Ms. McCarthy.
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Alignment and incentives
- Director pay mix appropriately balanced between cash and time-based RSUs; annual RSU grant with deferral mechanics aligns interests with long-term shareholders; director ownership guideline at 6× retainer.
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Risk indicators and potential red flags
- Shares pledged/hedged: Prohibited for directors (mitigates alignment risk).
- Related-party exposure: Proxy discloses no related-person transactions involving Ms. McCarthy; the only related-person item pertained to another executive’s spouse employment.
- Outside boards: Two concurrent public boards (CoStar, Flutter) within guideline limits; G&PR monitors time commitments annually.
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Signals for investors
- As Audit Chair and financial expert, Ms. McCarthy’s presence supports investor confidence in financial reporting, audit quality, and cyber risk oversight.
- Year-over-year increase in her cash fees reflects full-year Audit Chair responsibilities; equity award level stable, preserving alignment without pay inflation.