Mary Leach Werner
About Mary Leach Werner
Mary Leach Werner, age 57, has served on the CKX Lands, Inc. Board since 2004. She is Vice President and Director of North American Land Co., LLC and The Sweet Lake Land & Oil Co., LLC, bringing deep land management and oil & gas experience to the board . Her current CKX tenure is 21 years as of the 2025 proxy, and she is not categorized by the Board as an “independent director” under NYSE American rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CKX Lands, Inc. | Secretary (company officer) | 2020 (as of 2020 proxy) | Corporate officer responsibilities; governance continuity |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| North American Land Co., LLC | Vice President & Director | Current (as of 2025 proxy) | Land management and oil & gas expertise |
| The Sweet Lake Land & Oil Co., LLC | Vice President & Director | Current (as of 2025 proxy) | Land management and oil & gas expertise |
Board Governance
- Independence status: The Board determined directors Englander, Duplechin, Hart, LaMure, and Minvielle are independent; Werner is not listed and therefore not classified as independent .
- Committee memberships: Current committee rosters (Audit, Compensation, Nominating) do not include Werner; she is not a chair or member of any standing committee per the 2025 proxy .
- Board leadership and oversight: President W. Gray Stream serves as Board Chair; Lead Independent Director is E. T. Minvielle IV with defined responsibilities including presiding over executive sessions and approving agendas .
- Executive sessions: Independent directors met once in executive session in 2024; once in 2023 .
- Board activity and attendance disclosure: The Board held five meetings in 2024; one director (Englander) was disclosed as attending fewer than 75% of aggregate board and committee meetings; Werner was not identified with an attendance shortfall .
| Committee | Chair | Other Members |
|---|---|---|
| Audit | Minvielle | Englander; LaMure |
| Compensation | Englander | Hart; Minvielle |
| Nominating | Duplechin | LaMure |
Fixed Compensation
- CKX pays directors per-meeting fees; there is no stated annual retainer. The 2024 schedule shows: Board Chair $1,000; Member Attending $600; Member Non-Attending $200; Audit Committee meeting chair $1,000; Compensation and Nominating committees had no fees .
| Metric | 2023 | 2024 |
|---|---|---|
| Fees Paid to Mary Leach Werner ($) | $3,600 | $2,000 |
| Per-Meeting Fee Schedule (Board Member Attending) ($) | $600 | $600 |
| Per-Meeting Fee Schedule (Board Member Non-Attending) ($) | $200 | $200 |
| Per-Meeting Fee Schedule (Board Chair) ($) | $1,000 | $1,000 |
| Audit Committee Chair Fee per Meeting ($) | $1,000 | $1,000 |
Performance Compensation
- No equity grants, options, RSUs, PSUs, or performance-based director compensation were disclosed for non-employee directors; the director compensation section reports only meeting fees for 2023 and 2024 .
| Director Equity/Option Awards | 2023 | 2024 |
|---|---|---|
| Equity/Option Awards to Directors | None disclosed | None disclosed |
Other Directorships & Interlocks
- Public company boards: None disclosed for Werner in CKX proxy biographies (2024–2025) .
- Notable interlocks: None disclosed involving Werner; committee rosters show no cross-committee leadership roles for Werner .
| Category | Disclosure |
|---|---|
| Current Public Company Boards | None disclosed |
| Prior Public Company Boards | None disclosed |
| Shared Directorships (competitors/suppliers/customers) | None disclosed |
Expertise & Qualifications
- Land management and oil & gas operations experience via executive roles at North American Land Co., LLC and The Sweet Lake Land & Oil Co., LLC .
- Long board tenure at CKX (since 2004), providing institutional knowledge and continuity .
- Education not disclosed in proxies .
Equity Ownership
- Werner beneficially owns 21,276 shares of CKX common stock. Ownership includes 8,250 shares via a partnership and 11,250 via a corporation where she lacks sole voting/investment power; she has sole voting/investment power over 1,776 shares . The change in percent of class reflects differences in outstanding shares between years.
| Ownership Metric | 2024 | 2025 |
|---|---|---|
| Shares Beneficially Owned (#) | 21,276 | 21,276 |
| Percent of Class (%) | 1.1% | 1.0% |
| Shares with Sole Voting/Investment Power (#) | 1,776 | 1,776 |
| Shares without Sole Voting/Investment Power (#) | 19,500 (partnership 8,250; corporation 11,250) | 19,500 (partnership 8,250; corporation 11,250) |
| Hedging Policy (Company-wide) | Hedging transactions prohibited |
Governance Assessment
- Independence and potential conflicts: Werner is not categorized as an independent director under NYSE American standards. While she holds executive roles at land/oil entities, the 2024–2025 proxies disclose related-party arrangements only involving the President (Stream), Stream Wetlands Services, and MSM; no related-party transactions are disclosed for Werner—reducing direct conflict risk signals for her specifically .
- Committee effectiveness: Werner is not on Audit, Compensation, or Nominating committees; this limits her direct influence on oversight levers (financial reporting, pay, nominations). Compensation Committee operated without a charter and held no meetings in 2023–2024, which is atypical and weakens pay governance rigor at the board level (contextual board red flag) .
- Attendance and engagement: The Board met five times in 2024; only Englander was explicitly disclosed as below 75% attendance. No attendance shortfall disclosure was made regarding Werner—suggesting no flagged attendance concerns, though her exact rate is not stated .
- Director compensation alignment: Modest, purely cash per-meeting fees; Werner’s fees decreased from $3,600 (2023) to $2,000 (2024), consistent with limited monetary incentives and no director equity grants—alignment relies on pre-existing share ownership rather than ongoing equity-based awards .
- Executive sessions and independent leadership: Lead Independent Director structure and annual executive sessions are positives; however, the combined Chair/President role centralizes leadership in management, balancing considerations for board independence .
RED FLAGS
- Werner independence classification: Not listed as independent by the Board under NYSE American rules .
- Compensation governance: Compensation Committee has no charter and held no meetings in 2024 or 2023—weak structural oversight of pay .
- Board leadership concentration: Chair is also President (management), which can reduce independent oversight counterweights .
No Werner-specific red flags were disclosed for:
- Related-party transactions involving Werner .
- Section 16(a) delinquent filings involving Werner (issues noted only for other insiders) .