Meredith Siegfried Madden
About Meredith Siegfried Madden
Meredith Siegfried Madden, 51, has served as an independent director of Somnigroup International Inc. since January 1, 2022. She is CEO of The NORDAM Group Inc. (a private aerospace manufacturer) since 2011; NORDAM filed Chapter 11 in July 2018 and emerged April 9, 2019. She holds an MBA from the University of Chicago and a BBA in Business Administration and Finance from the University of Notre Dame, with prior experience in corporate finance consulting at Arthur Andersen & Co. .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The NORDAM Group Inc. | Chief Executive Officer | 2011–present | Led company through Chapter 11 (filed July 2018; emerged Apr 9, 2019) |
| NORDAM Repair Group | Chief Operating Officer | 2009–2011 | Operations leadership |
| The NORDAM Group (various) | Operations and sales roles | 1999–2009 | International/domestic operations and sales |
| Arthur Andersen & Co. | Corporate finance consulting | 1996–1999 | Finance consulting experience |
External Roles
| Organization | Role | Tenure | Committees / Positions |
|---|---|---|---|
| SkyWest, Inc. (SKYW) | Director | Current | Chair, Safety & Compliance Committee; Member, Compensation; Member, Nominating & Corporate Governance; previously Audit Committee |
Board Governance
- Independence: The Board determined Meredith Siegfried Madden is independent under NYSE rules; all members of Audit, Human Resources/Capital and Talent, and Nominating & Corporate Governance Committees are independent .
- Committee assignments: Member, Human Resources/Capital and Talent Committee (Compensation Committee) . HR/Capital & Talent Committee met 5 times in 2024; Audit met 6; Nominating & Corporate Governance met 4 .
- Compensation Committee interlocks: Committee members (Neu—Chair, Heil, Madden) are not current/former officers; no interlocking relationships requiring disclosure .
- Attendance: Board held 7 meetings in 2024; each Director attended more than 75% of combined Board/committee meetings; all directors attended the May 9, 2024 Annual Meeting .
- Executive sessions: Independent directors met several times without management; sessions led by Lead Director .
Fixed Compensation
| Component | Amount / Terms |
|---|---|
| Annual cash retainer (2024 Board Year) | $110,000, paid quarterly |
| Committee chair retainers | Audit Chair $20,000; Compensation Chair $15,000; Nominating & Corporate Governance Chair $15,000 (not applicable to Madden, who is not a chair) |
| Lead Director retainer | $45,000 (not applicable to Madden) |
| Meeting fees | None (committee member retainer: no additional compensation) |
| 2024 cash paid to Madden | $110,000 |
Performance Compensation
| Grant Date | Instrument | Units (#) | Grant Date Fair Value ($) | Vesting | Performance Metrics |
|---|---|---|---|---|---|
| May 11, 2024 | RSUs | 2,778 | $149,984 | Vest in full on first anniversary (subject to service through Board year) | None (time-based, director awards) |
Other Directorships & Interlocks
- Current public company boards: SkyWest, Inc. (roles noted above) .
- Interlocks: No compensation committee interlocks or insider participation requiring disclosure at Somnigroup; Madden is independent and not a current/former officer .
- Related party transactions: None disclosed involving Madden; related-party JV disclosures pertain to Director Simon John Dyer and the Dyer Group (not Madden) .
Expertise & Qualifications
- Education: MBA, University of Chicago; BBA in Business Administration and Finance, University of Notre Dame .
- Domain expertise: International/domestic experience in sales, operations, manufacturing, and finance; brings “a wealth” of such experience to the SGI Board .
- Age and tenure: 51; SGI Board since January 1, 2022 .
Equity Ownership
| Measure | Value |
|---|---|
| Beneficial ownership (shares) | 12,786 |
| Shares outstanding (for % calc) | 208,582,329 (as of Mar 18, 2025) |
| Ownership as % of shares outstanding | ~0.0061% (12,786 / 208,582,329) |
| RSUs outstanding (as of Dec 31, 2024) | 2,778 |
| Options outstanding/exercisable | None disclosed for directors (no options shown for Madden; none exercisable within 60 days) |
| Stock ownership guidelines | Non-management directors: 5x annual base fee; 5-year compliance window; all directors complied in 2024 |
| Hedging/pledging | Prohibited under Insider Trading & Confidentiality Policy |
Governance Assessment
- Board effectiveness and alignment: Madden’s independence, service on the Compensation Committee, and absence of interlocks support governance quality. The Compensation Committee uses an independent consultant (Pearl Meyer); Committee also administers a clawback policy aligned with SEC/NYSE rules—positive signals for investor alignment .
- Engagement and attendance: Board met 7 times; directors exceeded 75% attendance, and all attended the 2024 Annual Meeting—supports active oversight .
- Pay-for-performance oversight: Somnigroup’s 2024 say-on-pay received >98% support, indicating investor confidence in compensation governance (Board/Committee oversight context in which Madden participates) .
- Ownership alignment: Director RSUs are time-based, with meaningful stock ownership guidelines (5x retainer) and anti-hedging/anti-pledging policies; Madden has disclosed beneficial ownership and outstanding RSUs consistent with guidelines .
- Potential conflicts and red flags:
- NORDAM Chapter 11 (2018) and emergence (2019) are part of Madden’s executive track record; not a related-party issue at SGI but relevant context for risk evaluation .
- No related-party transactions involving Madden disclosed; anti-pledging policy reduces collateral risk .
- No director-specific attendance shortfalls or insider trading issues disclosed in the proxy; Section 16 filings were timely in 2024 .
Overall, governance signals around independence, committee structure, clawbacks, ownership policies, and engagement are favorable, with limited conflict exposure for Madden at SGI based on disclosed information .