Kathryn M. McCarthy
SEI INVESTMENTSAbout Kathryn M. McCarthy
Independent consultant and financial advisor to global families and family offices; age 76; SEI director since October 1998; currently serves as Lead Independent Director of SEI’s Board, chairing executive sessions of independent directors. Biography includes prior leadership at Rockefeller & Co., Inc. (Managing Director, 2000–2003; Senior Financial Counselor and portfolio manager, 1992–1996) and President of Marujupu, LLC (1996–1999), with ongoing advisory roles to family offices and private trust companies (post-1999). She also chairs the Audit Committee of Rockefeller Trust Company, NA. Independence affirmed under Nasdaq Rule 5605(a)(2).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Rockefeller & Co., Inc. | Managing Director | Feb 2000–May 2003 | Wealth management leadership and advisory to investors/family offices (SEI-relevant client insight) |
| Rockefeller & Co., Inc. | Senior Financial Counselor & Portfolio Manager | Jun 1992–Oct 1996 | Portfolio management and counseling; exposure to investment and wealth management operations |
| Marujupu, LLC (NY-based family office) | President | Nov 1996–Jun 1999 | Led family office; subsequent advisor on investment and wealth transfer |
| Family office boards, private trust company boards | Advisor/Director | Post-1999 (ongoing) | Board service on investment committees and private trust company boards |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Rockefeller Trust Company, NA | Director; Audit Committee Chair | Not disclosed | Audit oversight leadership; governance experience relevant to SEI’s controls |
| Various family offices/private trust companies | Director/Committee member | Not disclosed | Investment committees and boards; family office governance expertise |
Board Governance
- Independence: Board determined McCarthy is an independent director under Nasdaq Rule 5605(a)(2). She serves as Lead Independent Director, chairing executive sessions; independent directors meet regularly without management.
- Committee assignments (2025 proxy): Audit Committee member; Compensation Committee member; Nominating & Governance Committee member. She is not listed on Legal & Regulatory Oversight Committee; Lead Independent Director noted.
- Attendance and engagement: Board held nine meetings in 2024; each director attended >75% of Board and committee meetings. Audit Committee met five times; Compensation Committee five; Nominating & Governance Committee once; Legal & Regulatory Oversight Committee four.
- Board structure and refresh: Classified board (three classes). Retirement policy: no renomination after age 75 for terms ending after that birthday, with incumbents on initial approval permitted to serve through 2028. McCarthy’s current term expires in 2026; age 76 falls within permitted grandfathering window.
Fixed Compensation (Director)
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $70,000 | Standard non-employee director retainer |
| Committee retainers | $22,500 | Audit $10,000; Compensation $7,500; Nominating $5,000 |
| Lead Independent Director retainer | $15,000 | Additional leadership fee |
| Cash fees subtotal | $107,500 | Matches director fee table |
| RSU grant (annual) | 2,175 units | Time-based director equity grant (no performance condition) |
| RSU grant fair value | $188,312 | Aggregate grant-date fair value per ASC 718 |
| 2024 total director compensation | $295,812 | Fees + RSU grant value |
- Non-employee directors did not receive option grants in 2024; legacy options outstanding remain (see Ownership).
Performance Compensation (Director)
| Equity Instrument | Grant Date | Quantity | Vesting | Performance Metrics |
|---|---|---|---|---|
| RSUs (annual director grant) | 2024 | 2,175 | Time-based; vest schedule not performance-linked | None (time-based only) |
| Options (director awards) | None in 2024 | — | — | Not applicable (no 2024 grant) |
- Company-wide equity program uses EPS-based vesting for stock options; directors had no 2024 option grants (context for legacy options in Ownership).
Other Directorships & Interlocks
| Company/Entity | Public/Private | Potential Interlock with SEI | Notes |
|---|---|---|---|
| Rockefeller Trust Company, NA | Private trust company | None disclosed with SEI | Audit Chair; no SEI transactions disclosed |
| Family offices/private trust companies | Private | None disclosed | Board and investment committee roles; no SEI transactions disclosed |
- Related-person transactions: Company reports no related-person transactions involving directors/officers since Jan 1, 2024.
Expertise & Qualifications
- Wealth management and family office advisory expertise; governance depth via audit chair roles and investment committees—aligned with SEI’s client base and asset/wealth management activities.
- Lead Independent Director responsibilities include chairing executive sessions and supporting independent oversight.
Equity Ownership
| Metric | Value | Detail |
|---|---|---|
| Beneficial ownership (shares) | 134,100 | Less than 1% of outstanding shares |
| Options exercisable within 60 days | 58,750 | Included in beneficial ownership methodology |
| RSUs held (director) | 3,941 units | Aggregate RSUs outstanding at year-end per director table |
| Legacy options outstanding (aggregate) | 85,500 | Non-employee director legacy options held; no 2024 grant |
| Ownership guidelines | 5× annual cash retainer (directors) | At least 50% must be direct share ownership; all directors/executives except one are in compliance (name not disclosed) |
| Shares pledged as collateral | None disclosed for McCarthy | Pledging noted for other insiders; no pledge footnote for McCarthy |
Insider Trades (Section 16 context)
| Item | Status | Notes |
|---|---|---|
| Form 3/4/5 filings | Timely for directors | Company disclosed late filings for two former officers; no issues named for McCarthy |
| Hedging policy | Prohibited | Insider Trading Policy bans hedging/derivatives for directors/officers |
Governance Assessment
- Strengths: Independent status; Lead Independent Director role; active membership across Audit, Compensation, and Nominating & Governance committees; strong attendance; no related-party transactions; adherence to stock ownership policy broadly across directors; prohibition on hedging; no share pledging disclosed for McCarthy. These support board effectiveness and alignment.
- Oversight credentials: Chairs audit at an external trust company; relevant financial oversight skillset for SEI’s risk and control environment; Audit Committee membership alongside seasoned peers.
- Pay and alignment: Director pay mix emphasizes equity via time-based RSUs plus modest cash retainers, including leadership and committee service fees; absence of perf-based equity for directors reduces metric gaming risk but places alignment via ownership guidelines.
- Shareholder sentiment signal: 2024 Say-on-Pay approval was 61.8%—below typical levels—prompting adoption of an Executive Severance and Change of Control Plan; McCarthy sits on the Compensation Committee that reviewed and advanced changes, indicating responsiveness to investor feedback.
RED FLAGS (monitor): Very long board tenure (since 1998) in context of retirement policy exceptions through 2028; investors may evaluate ongoing refresh and succession on the independent side. No specific conflicts or related-party transactions disclosed for McCarthy; no pledging or hedging permitted, mitigating alignment risks.