Maryann Bruce
About Maryann Bruce
Maryann Bruce, age 65, has served as an independent director of Amalgamated Financial Corp. (AMAL) since August 2018, bringing over 30 years of financial services leadership and governance expertise, including NACD/Carnegie Mellon CERT cybersecurity oversight certification and recognition among “The 25 Most Powerful Women in Banking.” She was designated to the AMAL board by Workers United under investor rights, but the board has affirmatively determined her independence under Nasdaq criteria. Her tenure includes service on core risk and audit committees, with proven engagement across oversight functions.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Turnberry Advisory Group | President | 2007–present | Private consulting; strategic advisory across finance; leadership in governance and risk perspectives |
| Aquila Distributors Inc. (Aquila Investment Management subsidiary) | President | 2008–2010 | Led distribution; operational oversight |
| Evergreen Investments Services, Inc. (Wachovia/Wells Fargo) | President | Earlier career | Grew and scaled investment management and diversified financial services |
| Emerge.me | Chief Executive Officer | 2017–2019 | Digital health insurance broker; growth and restructuring experience |
| AXA Financial, Sun Life Financial, Lincoln Financial Group | Senior roles (e.g., CMO; strategy; investor relations) | Various | Product, distribution, marketing, risk management, regulatory oversight |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Pop Venture Fund | Chair of the Board | Current | Closed-end interval fund for private companies |
| Wrestle Like A Girl | Chair | Current | Nonprofit leadership |
| NextPoint Financial | Independent Director | Prior | Chaired Corporate Governance & Nominating; served on Executive, Audit, Compensation; led strategic review, restructuring, going-concern sale |
| MBIA (NYSE: MBI) | Independent Director | Prior | Audit & Compliance; Compensation & Governance |
| Atlanta Life Financial Group | Independent Director | Prior | Chaired Compensation Committee |
| Allianz Global Investors Funds; PNC Funds | Trustee | Prior | Fund governance oversight |
| Divershefy; Directors Development Initiative | Advisory Board | Current | Board pipeline and diversity advocacy |
| NACD Carolinas Chapter; C200 Foundation | Founding member; prior Chair | Prior | Director development; executive leadership network |
Board Governance
- Independence: Board determined Ms. Bruce is independent; she was among the independent directors evaluated per Nasdaq standards and Rule 10A-3.
- Designation: Workers United nominated Ms. Bruce (and four others) per the 2018 Investor Rights Agreement; Workers United held ~37.38% voting power as of record date.
- Committee assignments (2024 and post-Annual Meeting): Executive Committee member; Audit Committee member; Enterprise Risk Oversight Committee Chair; Credit Policy Committee member; unchanged post-2025 Annual Meeting for Bruce.
- Engagement and attendance: Board met 7 times in 2024; each director attended ≥75% of board and applicable committee meetings; Audit met 12x; Enterprise Risk Oversight met 4x; Credit Policy met 7x; Executive Committee met 0x.
- Board leadership: Chair is designated by Workers United (currently Lynne P. Fox); Lead Independent Director is Mark A. Finser, who can convene executive sessions of independent directors.
| Committee | Role | 2024 Meetings | Anticipated Role (post-2025 AGM) |
|---|---|---|---|
| Executive | Member | 0 | Member |
| Audit | Member | 12 | Member |
| Enterprise Risk Oversight | Chair | 4 | Chair |
| Credit Policy | Member | 7 | Member |
Fixed Compensation
- Director cash retainer structure: $50,000 for directors; Audit member $10,000; Compensation/ERO/Nominating/Credit/Trust members $5,000; Chairs receive additional $10,000 (Audit Chair $15,000); Executive Committee members $5,000; paid monthly. Chair fee $150,000; Lead Independent Director $70,000.
| Item | Amount ($) | Notes |
|---|---|---|
| 2024 Fees Earned (Cash) | 82,917 | Reflects base and committee fees actually paid |
| RSU Grant Date | May 22, 2024 | Granted upon 2024 annual meeting |
| RSU Shares Granted | 1,954 | Same for all non-employee directors |
| RSU Grant-Date Value | 50,003 | Valued at $25.59 per share under ASC 718 |
Performance Compensation
- Equity grants for directors are time-based RSUs vesting on the first anniversary; dividend equivalents accrue and pay in cash upon vesting; unvested RSUs forfeit upon resignation. No performance metrics apply to director equity awards.
| Equity Award | Type | Vesting | Shares | Grant-Date Value ($) |
|---|---|---|---|---|
| Annual Director Grant (2024) | RSU | Cliff vest at 1 year (May 22, 2025) | 1,954 | 50,003 |
Other Directorships & Interlocks
- Workers United designation: Ms. Bruce was nominated by Workers United, which retains governance rights including chair designation and committee representation thresholds; AMAL must ensure at least one Workers United Independent Nominee serves on Audit/Compensation/Nominating committees depending on voting power.
- No related-party transactions involving Ms. Bruce ≥$120,000 were disclosed; AMAL’s Related-Person Transactions Policy requires Audit Committee approval and independence safeguards.
Expertise & Qualifications
- Financial services C-suite and board leadership across investment management, distribution, marketing, client service, risk management, and regulatory oversight; cybersecurity oversight certification (CERT NACD/CMU); recognized governance leader (Directors & Boards “20 Accomplished Female Board Members,” US Banker “25 Most Powerful Women in Banking”).
- Committee experience at public issuers (e.g., MBIA Audit & Compliance; Compensation & Governance) and restructuring leadership (NextPoint Financial strategic review and going-concern sale).
Equity Ownership
| Ownership Metric | Value | Notes |
|---|---|---|
| Beneficially Owned Shares | 18,319 | Includes RSUs vesting within 60 days (1,954) |
| Shares Outstanding (Record Date) | 30,687,354 | As of March 26, 2025 |
| Ownership as % of Outstanding | 0.0597% | Calculated: 18,319 ÷ 30,687,354 (inputs from ) |
| RSUs vesting ≤60 days | 1,954 | Included in beneficial ownership |
| Options (exercisable/unexercisable) | None disclosed | Only Fox, Kelly, Romney Sr. had options outstanding |
Director Stock Ownership Guidelines: Directors must hold ≥3x annual cash retainer (includes base plus committee/chair retainers); until met, directors must retain 50% of net shares from equity retainer grants; compliance measured annually.
Governance Assessment
- Strengths: Independent status affirmed; chairs Enterprise Risk Oversight and serves on Audit—positions central to financial reporting, SOX, and enterprise risk; attended ≥75% of meetings; board maintains robust ESG and clawback policies; say-on-pay approval was 98.5% in prior year indicating shareholder support.
- Alignment: Director pay includes meaningful equity via annual RSUs and stock ownership guidelines with retention requirement, promoting skin-in-the-game alignment.
- Potential RED FLAGS / watch items: Large shareholder Workers United (37.38%) holds board nomination and chair rights, including designation of Ms. Bruce; while independence is affirmed, this governance structure can create perceived influence risks—monitor committee independence balance and any related-party exposures; note broader board conflicts tied to CRF (Workers United-affiliated directors), though none disclosed for Ms. Bruce.
- Compensation risk oversight: No performance-linked director pay; RSUs time-based; compensation program governance overseen by independent Compensation Committee with independent consultant (Farient) and clawback policy; reduces risk of misaligned incentives at the director level.