Maria Teresa Kumar
STEVEN MADDENAbout Maria Teresa Kumar
Independent director since January 2021; age 51; President & CEO of Voto Latino, which she co-founded in 2004. Education: B.A. in International Affairs (UC Davis) and Master’s in Public Policy (Harvard Kennedy School). Additional affiliations: MSNBC on-air contributor; boards of Emily’s List and WEF Global Shapers; WEF Young Global Leader; Council on Foreign Relations Life Member .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Voto Latino | President & CEO; Co-founder | 2004–present | Built America’s largest Latinx voter registration and advocacy org; leadership and CSR perspective |
| Steven Madden, Ltd. | Independent Director | Jan 2021–present | Member, Corporate Social Responsibility (CSR) Committee |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| MSNBC | On-air contributor | Not disclosed | Media commentary |
| Emily’s List | Board member | Not disclosed | Non-profit political organization |
| WEF Global Shapers | Board member | Not disclosed | Youth leadership network |
| World Economic Forum | Young Global Leader | Not disclosed | Recognition for leadership |
| Council on Foreign Relations | Life Member | Not disclosed | Policy and international affairs network |
Board Governance
- Independence: Board determined Ms. Kumar is independent under SEC and Nasdaq standards .
- Committees: Member, Corporate Social Responsibility Committee; not on Audit, Compensation, or Nominating/Corporate Governance committees .
- 2024 Board and Committee meetings: Board held 4 regular meetings; CSR Committee held 4 meetings; CSR took 1 action by written consent . Each director attended ≥75% of Board and relevant committee meetings in 2024 .
- Executive sessions: Independent directors meet in executive sessions; Presiding Director is Peter Migliorini .
- Majority voting/resignation policy in uncontested elections applies; Nominating/Corporate Governance oversees resignation offers if >WITHHOLD than FOR .
- Related-party transactions process: formal review/approval by independent directors; recusal required for conflicted directors; conflict reporting systems in place .
2025 Annual Meeting Voting Results (Director Election)
| Nominee | Votes For | Votes Withheld | Broker Non-Votes |
|---|---|---|---|
| Maria Teresa Kumar | 65,374,993 | 636,796 | 3,403,733 |
Say-on-Pay (Advisory) and Auditor Ratification (2025)
| Item | Votes For | Votes Against | Abstentions | Broker Non-Votes |
|---|---|---|---|---|
| Say-on-Pay | 64,965,052 | 952,687 | 94,050 | 3,403,733 |
| Auditor (Ernst & Young LLP) | 69,213,107 | 197,871 | 4,544 | N/A |
Fixed Compensation (Non-Employee Director – FY 2024)
| Component | FY 2024 Amount | Notes |
|---|---|---|
| Cash Fees | $85,000 | $75,000 annual retainer + $10,000 committee membership fee (CSR) |
| Stock Awards (Grant-Date Fair Value) | $120,018 | Restricted stock grant under ASC 718 |
| Other Compensation | — | None disclosed |
| Total | $205,018 | — |
Additional structure details:
- Annual director equity grant: 2,906 shares of restricted Common Stock in FY 2024, vesting on May 20, 2025 .
- Committee fees: $10,000 per committee membership; Audit Chair $35,000; Compensation Chair $15,000 .
- Employees serving as directors (e.g., CEO, President) receive no director compensation .
Performance Compensation
| Performance Metric (Director Pay) | Disclosed? | Detail |
|---|---|---|
| Performance-based cash bonus | No | Not part of non-employee director pay |
| Options awards | No | No options outstanding for directors; FY 2024 director grants were restricted stock |
| Performance share units (PSUs) | No | Director equity grants are time-vested restricted stock (2,906 shares) |
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current public company directorships | None disclosed for Ms. Kumar; only Rosenfeld (PVH, ended 2023), Lynch (GAM), Sachdev (AGL) noted in proxy |
| Shared directorships with competitors/suppliers/customers | Not disclosed |
| Prior public company boards | Not disclosed for Ms. Kumar |
Expertise & Qualifications
- Leadership and social advocacy experience; non-profit management expertise via Voto Latino .
- Media and public policy experience (MSNBC contributor; CFR Life Member; WEF affiliations) .
- Education: BA, UC Davis; MPP, Harvard Kennedy School .
Equity Ownership
| Metric | As of March 28, 2025 |
|---|---|
| Total beneficial ownership (shares) | 4,400 |
| Ownership % of class | <1% (indicated by “*”) |
| Restricted stock (unvested) | 2,906 |
| Unrestricted shares | 1,494 |
| Options outstanding | None |
| Shares outstanding reference | 72,576,137 (excl. treasury), basis for % calc |
| Hedging/Pledging | Prohibited for directors per Board policy |
| Stock ownership guidelines | Non-employee directors must own shares equal in value to 2x cash portion of annual retainer; compliance required within 5 years; must retain 25% of net shares until guideline met; Compensation Committee monitors |
| Compliance status | Not disclosed |
Section 16 compliance: The Company believes directors and officers complied with Section 16(a) filing requirements in FY 2024 .
Governance Assessment
- Independence and attendance: Independent with documented ≥75% attendance and active CSR committee participation; supports baseline governance quality .
- Compensation alignment: Balanced cash retainer plus time-vested restricted stock; no options or performance-based director metrics—typical for boards but provides steady equity alignment via annual RS grants (2,906 shares; $120,018 fair value) .
- Ownership and alignment: Modest direct/indirect ownership (4,400 shares; <1%) with strong anti-hedging/pledging policy and explicit stock ownership guidelines (2x cash retainer target within 5 years); compliance status not disclosed, monitoring by Compensation Committee .
- Shareholder support: Strong re-election support in 2025 (65.37M for vs. 0.64M withheld), and robust Say-on-Pay approval counts, indicating overall investor confidence in governance and pay programs .
- Conflicts and related-party exposure: No related-party transactions involving Ms. Kumar disclosed; Board requires recusal and independent approval of any related-person transactions; Conduct Codes prohibit conflicts .
RED FLAGS: None identified in proxy disclosures for Ms. Kumar. No hedging/pledging permitted; no related-party transactions disclosed; ≥75% attendance; strong election and Say-on-Pay support .