Carol McFate
About Carol McFate
Independent director of Upbound Group, Inc. (UPBD), age 72, serving since 2019. Former Chief Investment Officer of Xerox Corporation (2006–2017) and a Chartered Financial Analyst with four decades of global corporate finance experience across XL Global Services (XL Capital), AIG, and Prudential. Currently chairs the Nominating and Corporate Governance Committee and serves on the Audit & Risk Committee; the Board affirms her independence under Nasdaq rules and notes she meets audit committee financial sophistication requirements .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Xerox Corporation | Chief Investment Officer | 2006–2017 | Managed retirement assets for North American and UK plans |
| XL Global Services (XL Capital) | Finance/Treasury roles | Not disclosed | Senior corporate finance responsibilities |
| American International Group (AIG) | Finance/Treasury roles | Not disclosed | Senior corporate finance responsibilities |
| Prudential Insurance Company of America | Finance/Treasury roles | Not disclosed | Senior corporate finance responsibilities |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Argo Group International Holdings, Ltd. | Director | 2020–2023 | Audit Committee member; Human Resources Committee member; Chair of Investment Committee; company sold to Brookfield Reinsurance in Nov 2023 |
Board Governance
- Independence: Board determined McFate is independent; no transactions or relationships affecting independence were identified .
- Committee assignments (current nominees): Audit & Risk; Nominating & Corporate Governance (Chair) .
- Audit skills: Meets Nasdaq financial sophistication requirements for audit committee members (audit committee financial expert is Chairman Jeffrey Brown) .
- Attendance: Board met 8 times in 2024; all directors attended >75% of combined Board and committee meetings; independent directors hold executive sessions at each quarterly in‑person meeting .
- Committee activity (2024): Audit & Risk (8 meetings), Compensation (6), Nominating & Corporate Governance (5), Cybersecurity, Technology & Innovation (formed Dec 4, 2024; 0 meetings in 2024) .
Fixed Compensation
| Component (2024) | Amount (USD) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $104,063 | Cash retainers and committee fees |
| Standard Annual Retainer (non-employee directors) | $85,000 | Program rates for 2024; paid in cash unless deferred to DSUs |
| Committee Chair – Nominating & Corporate Governance | $20,000 | 2024 program rate |
| Audit & Risk Committee Member | $15,000 | 2024 program rate |
Additional program details:
- Directors may elect to defer cash retainers and DSU dividends into DSUs; Company provides a 25% matching contribution on deferred cash retainers and DSU dividend deferrals .
- 2025 director compensation program retained 2024 elements and amounts .
Performance Compensation
| Equity Award Type | Grant/Units | Fair Value | Vesting/Performance |
|---|---|---|---|
| Annual DSU Award (2024) | 4,268 DSUs | $145,000 | Fully vested at grant; shares issued after Board service ends; no performance condition |
| DSUs via deferrals (Q4’23–Q3’24) | 942 DSUs | Included in DSUs column | In lieu of quarterly cash retainers/dividends; 25% company match applies to deferrals |
| Total DSUs Reported (2024 comp table) | — | $175,516 | Grant-date fair value under ASC 718 (includes annual grant and deferrals awarded in 2024) |
| Dividend equivalents (cash) | — | $37,361 | Paid on DSUs; optional deferral to DSUs with 25% match |
Key program features for directors:
- DSUs are fully vested upon award, have no voting rights, and settle into common stock only after the director leaves the Board; dividends on DSUs payable in cash with optional deferral (25% match) .
- Hedging and pledging of company securities are prohibited by insider trading policy (pledging only if non-marginable) .
Other Directorships & Interlocks
| Company | Current Public Board | Committee Roles | Notes |
|---|---|---|---|
| Upbound Group, Inc. | Yes | Audit & Risk; Nominating & Corporate Governance (Chair) | Independent |
| Other public boards | None | — | No current public company directorships listed |
| Prior: Argo Group International Holdings, Ltd. | No (prior) | Audit; Human Resources; Investment (Chair) | Company sold to Brookfield Reinsurance in Nov 2023 |
- Related-party transactions: Company reports no related person transactions meeting Item 404(a) thresholds since Jan 1, 2024 .
- Independence questionnaire: No relationships noted for McFate .
Expertise & Qualifications
- Chartered Financial Analyst (CFA) designation; >40 years global corporate finance experience .
- Audit sophistication: Meets Nasdaq financial sophistication for audit committee membership .
- Strategic governance: Chaired nom/gov, including CEO succession planning oversight; Board maintains code of conduct, majority voting, annual elections, and formal committee charters .
Equity Ownership
| Holder | Shares Beneficially Owned | Composition | % of Common Stock |
|---|---|---|---|
| Carol McFate | 38,794 | Comprised solely of DSUs | <1% |
Ownership alignment policies:
- Director stock ownership guideline: Each non‑employee director should hold at least $400,000 in UPBD common stock by the later of Dec 1, 2025 or five years from initial appointment; DSUs count toward compliance; directors must retain 100% of equity compensation until departing the Board .
- Hedging/pledging restrictions: Hedging and most pledging prohibited; margin accounts forbidden unless non‑marginable .
Governance Assessment
- Strengths: Independent; chairs Nominating & Corporate Governance; sits on Audit & Risk with confirmed financial sophistication; strong attendance; no related-party exposure disclosed; DSU structure with post-service settlement and restrictive hedging/pledging supports long-term alignment .
- Compensation signaling: 2024 director equity increased to $145,000 from $132,500 (2023), with program unchanged for 2025; deferral matching encourages equity accumulation; cash vs. equity mix reflects alignment over guaranteed pay .
- Potential red flags: None disclosed regarding conflicts, pledging, hedging, attendance shortfalls, or related-party transactions; independence reaffirmed with no relationship flags; no current external public board interlocks that could create conflicts .
- Board effectiveness: As nom/gov chair, role includes succession planning oversight (CEO transition to Fahmi Karam) and governance policies; broad finance background (CIO at Xerox; senior roles at AIG/Prudential) enhances risk oversight and capital stewardship on Audit & Risk .