Anne Mariucci

About Anne Mariucci

Anne Mariucci (age 67) is an independent director of Berry Corporation (BRY), serving since September 2018; she was Lead Independent Director from February 2019 to March 2024 and currently chairs the Human Capital & Compensation Committee . Her background spans corporate finance and real estate, including serving as President & CEO of Del Webb Corporation (NYSE: WBB) until its 2001 merger with Pulte Homes; she is General Partner of MFLP, a family office, and holds prior licenses as a CPA and FINRA principal .

Past Roles

External Roles

Board Governance

• Committee assignments at BRY: Audit Committee member; Human Capital & Compensation Committee Chair; Nominating & Governance Committee member .
• Independence: Board affirmatively determined Mariucci is independent for Board service, and meets heightened independence standards for audit and compensation committees under SEC and NASDAQ rules .
• Financial expertise: Board determined she is an “audit committee financial expert” (with Hornbaker and Trimble) .
• Attendance: In 2024 the Board held 24 meetings; each director attended 100% of Board meetings except two directors who each missed one. Audit met 9 times; HCMC met 6; N&G met 4; no director missed more than one Committee meeting .
• Executive sessions: Independent directors meet regularly in executive sessions after most Board and Committee meetings .
• Compensation governance: HCMC engages Meridian Compensation Partners as independent consultant; annual independence review found no conflicts (Feb 2025) .
• Stockholder alignment and policies: Anti-hedging and pledging; short sales and derivatives prohibited; standing orders cautioned; margin accounts and pledges prohibited for directors .
• Say-on-pay signal: 2024 advisory vote on 2023 pay received >97% approval; no specific changes made for 2024 program due to strong support .

Fixed Compensation

Program structure: Annual Board cash retainer $75,000; equity retainer $150,000 in RSUs; additional cash retainers include Audit Chair $20,000, HCMC Chair $15,000, N&G Chair $10,000; membership retainers: Audit $10,000, HCMC $7,500, N&G $5,000; excess meeting fee $1,200 per meeting above 24 per year .
2025 adjustment: Due to depressed share price at March 1, 2025 grant, equity retainer reduced to ~$90,000 (general) and ~$40,000 (Board Chair); the difference in intended value paid in cash quarterly .

Performance Compensation

• No performance-conditioned director equity (no PSUs/options) disclosed; director equity is time-based RSUs designed to align with stockholders through ownership and holding requirements .

Other Directorships & Interlocks

• Current public boards: SWX, CTRI, TMHC; CXW through May 2025 .
• Committee interlocks: BRY disclosed no compensation committee interlocks or insider participation in 2024; no reciprocal executive-board overlaps with other issuers .
• Related-party transactions: None disclosed involving Mariucci; only related-person disclosure pertains to employment of former Executive Chair’s son (Nick Smith) with Audit Committee oversight .

Expertise & Qualifications

• Deep corporate finance, accounting, financial reporting, M&A, investor relations, strategy, risk management, and IT governance expertise from Del Webb leadership and multiple public boards .
• Designated audit committee financial expert; experience chairing compensation and governance committees across multiple issuers .
• Education: Bachelor’s in Accounting & Finance (University of Arizona); Corporate Finance Executive Program (Stanford GSB); prior CPA and FINRA principal licenses .

Equity Ownership

• Director stock ownership guideline: 5× annual Board cash retainer; each non-employee director is compliant or on track within the five-year window .
• Hedging/pledging: Prohibited for directors; no margin accounts or pledges allowed; no derivatives transactions .

Governance Assessment

• Strengths: Independent status; chairs HCMC; audit committee financial expert designation; strong committee activity and executive sessions; robust anti-hedging/pledging and clawback framework; use of independent comp consultant with annual independence review; high say-on-pay support (>97%) indicating investor confidence in pay governance .
• Alignment: Material equity ownership and annual RSU grants; director ownership guidelines at 5× cash retainer; RSUs vesting on one-year cliff promote long-term orientation .
• Potential RED FLAGS / Monitoring:
  • Overboarding risk relative to BRY guidelines that “discourage” service on >4 public company boards inclusive of BRY; at the proxy date she held/was concluding roles at BRY, SWX, CTRI, TMHC, and CXW through May 2025 (reducing to four thereafter). The guidelines permit waivers based on time and availability considerations; Board annually reviews committee charters and governance policies .
  • 2025 shift reducing equity retainer with cash make-whole due to stock price may modestly dilute equity alignment at the margin; monitored by HCMC and framed as a temporary calibration .
• Conflicts/Related-party: No disclosed related-party transactions involving Mariucci; no compensation committee interlocks or insider participation reported for 2024 .
• Attendance/Engagement: High overall Board and Committee attendance; all directors encouraged to attend annual meetings (all attended in 2024) .