Mary Moran
SAFETY INSURANCE GROUPAbout Mary C. Moran
Independent Director since March 27, 2020; age 69 as of March 17, 2025. Over 45 years of finance experience spanning KPMG (Senior Manager) and Senior VP of Finance & Administration at Boston Sand and Gravel (1990–2001); CEO of MCM Financial Consulting since 2002. MBA and MS in Accounting from Northeastern University; BA in Economics from College of the Holy Cross. Recognized by the Board as an “Audit Committee Financial Expert” and determined independent under NASDAQ and SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| KPMG (Peat Marwick) | Senior Manager | Not disclosed | Financial audit expertise |
| Boston Sand and Gravel Company | SVP Finance & Administration | 1990–2001 | Finance leadership |
| MCM Financial Consulting | Chief Executive Officer | 2002–present | Projects across banking, construction, higher ed, manufacturing, non-profit, professional services |
| Care Dimensions | Director | Not disclosed | Finance & Audit Committee member |
| Danvers Bankcorp | Director | Not disclosed | Audit Committee member |
| College of the Holy Cross | Director | Not disclosed | Audit Committee member |
| Catholic Memorial School | Director | Not disclosed | Audit Committee member |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Care Dimensions | Director | Not disclosed | Finance & Audit Committee service |
| Danvers Bankcorp | Director | Not disclosed | Prior public company board; audit committee member |
| College of the Holy Cross | Director | Not disclosed | Audit committee service |
| Catholic Memorial School | Director | Not disclosed | Audit committee service |
Board Governance
- Current Board Composition and Tenure: Seven directors across three classes; Moran in Class I with term ending 2027; all directors except CEO determined independent .
- Committee Assignments: Chairperson, Nominating & Governance Committee; Member, Audit Committee; Audit Committee meets at least quarterly and includes executive sessions with auditors; all committee chairs subject to 3-year term limits .
- Attendance and Engagement: In 2024, Board held 5 meetings; Audit, Compensation, Nominating & Governance, and Investment Committees each held 4; all incumbent directors attended 100% of Board and committee meetings; executive sessions at every quarterly Board meeting without management .
- Lead Independent Director: Board’s Lead Independent Director (Meehan) with defined responsibilities (agenda/information approval, executive session leadership, liaison duties) .
- Independence and Risk Oversight: Moran is independent; Audit Committee Financial Expert; Nominating & Governance oversees Board independence; Audit oversees financial reporting, internal controls, cybersecurity risk .
Fixed Compensation
| Component | 2024 Amount | Detail |
|---|---|---|
| Annual cash retainer | $95,000 | Non-management director fee |
| Chair fee (Nominating & Governance) | $12,500 | Annual chair stipend |
| Total cash fees (Moran) | $107,500 | Fees Earned or Paid in Cash |
| Equity grant | 1,000 shares | Granted Feb 27, 2024 to each non-employee director |
| Grant-date fair value | $85,610 | 1,000 × closing price on grant date |
| Total 2024 director compensation (Moran) | $193,110 | Cash + stock award |
| Unvested stock/options outstanding | $0 | No unvested stock or unexercised options for non-employee directors as of 12/31/2024 |
Notes:
- No per-meeting fees disclosed; compensation structured as retainer plus chair/lead independent supplements .
Performance Compensation
- Director equity is time-based stock (1,000 shares); no director PSUs/options or performance metrics tied to director compensation are disclosed .
- Executive pay includes long-term TSR and combined ratio metrics, clawback policy, and double-trigger CIC terms, but these apply to NEOs, not directors .
Other Directorships & Interlocks
| Company | Current/Prior | Role/Committee |
|---|---|---|
| Danvers Bankcorp | Prior | Director; Audit Committee member |
No current public company directorships for Moran are disclosed in the 2025 proxy; no compensation committee interlocks involving Moran are disclosed in the proxy’s structure (Compensation Committee members are Langwell (Chair), Gray, Meehan) .
Expertise & Qualifications
- Finance, audit, and risk oversight; qualifies as Audit Committee Financial Expert .
- Broad consulting leadership across multiple industries (banking, construction, higher ed, manufacturing, non-profit, professional services) .
- Public company board experience (prior) and governance leadership as Nominating & Governance Chair .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Mary C. Moran | 6,000 | 0.0% | Based on 14,893,703 shares outstanding |
- Director Stock Ownership Guidelines: Minimum 4× annual cash retainer; must meet within five years; all Directors with ≥5 years tenure in compliance; and “outside of the recently appointed Mr. Farina, Ms. Gray, and Mr. Langwell, [directors] currently meet the guideline,” implying Moran complies given 2020 appointment .
- Hedging/Pledging: Insider trading policy prohibits hedging or pledging by executives and Directors .
Governance Assessment
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Strengths:
- Independence and audit expertise: Moran is independent and an SEC-defined Audit Committee Financial Expert—supports credible oversight of financial reporting and risk .
- Committee leadership: Chairs Nominating & Governance; contributes to Board refreshment, independence oversight, and annual board evaluation process; chair roles capped by term limits (3 years) to promote refreshment .
- Attendance: 100% meeting attendance in 2024 indicates high engagement .
- Ownership alignment: Complies with robust stock ownership guidelines; anti-hedging/pledging policy enhances alignment .
- No related-party transactions: Company reports none for 2024; reduces conflict-risk exposure .
-
Considerations:
- Combined Chair/CEO structure: Board leadership concentrated in one individual; mitigated by empowered Lead Independent Director role and regular executive sessions .
- Retirement policy: Directors cannot be nominated after age 75; Moran is 69, implying remaining capacity to serve but finite horizon for long-term continuity .
-
RED FLAGS:
- None disclosed regarding related-party transactions, pledging/hedging, or attendance for Moran in the 2025 proxy .