Anne L. Mariucci
About Anne L. Mariucci
Independent director at Centuri Holdings (CTRI) since 2024; currently Chair of the Nominating & Corporate Governance Committee and member of the Compensation Committee. She is a private investor and retired real estate development/homebuilding executive with 30+ years in finance, construction and real estate (Del Webb; Pulte Homes), and extensive public-company board experience. Age 67; undergraduate degree in accounting and finance (University of Arizona); completed Stanford GSB Corporate Financial Management Program; previously certified as a CPA and FINRA Securities Financial and Operations Principal .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Del Webb Corporation (later merged with Pulte) | Senior executive leading large-scale community development and homebuilding | — | Elevated to President of Del Webb after merger with Pulte (2001–2003) |
| Del Webb (post-merger with Pulte Homes, Inc.) | President | 2001–2003 | Led integration and operations post-merger |
External Roles
| Organization | Role | Status/Tenure | Notes |
|---|---|---|---|
| Southwest Gas Holdings (NYSE: SWX) | Director | Since 2006 (current) | CTRI’s controlling stockholder; Ms. Mariucci is a SWX board member |
| CoreCivic (NYSE: CXW) | Director | Through 2025 Annual Meeting | Will end at 2025 Annual Meeting |
| Taylor Morrison Home (NYSE: TMHC) | Director | Current | — |
| Berry Corporation (NASDAQ: BRY) | Director | Current | — |
| Banner Health | Chair of the Board | Current | Large nonprofit health system |
| MFLP (family office) | General Partner | Current | Investment entity |
| Hawkeye Partners | Investor & Advisory Board member | Current | Real estate private equity |
| Arizona State University Foundation | Director; Chair, ASU Endowment Investment Committee | Current | Board and investment oversight roles |
| Prior civic/board roles | Past Chair, AZ Board of Regents; Director, AZ State Retirement System; Director, HonorHealth; Director, Action Performance Companies | Historical | Governance and investment oversight experience |
Board Governance
- Independence: The Board determined Ms. Mariucci has no material relationship with the company and is independent under NYSE rules .
- Committee assignments: Chair, Nominating & Corporate Governance; member, Compensation . As Nominating Chair, she leads execution of board succession plans over the next several years .
- Attendance: In 2024, each director attended at least 75% of aggregate Board and committee meetings; Board held 3 regular and 3 special meetings .
- Executive sessions: Non‑management directors are expected to meet in executive session at least four times per year; independent directors meet separately at least once annually .
- Meeting cadence (2024): Audit (5), Compensation (3), Nominating & Corporate Governance (3) .
- Leadership structure: Non‑executive Chair (currently Karen S. Haller, not independent) separate from CEO; Board may revisit structure if circumstances change .
- Controlled company: CTRI qualifies as an NYSE “controlled company” due to Southwest Gas Holdings’ 81.0% stake as of Feb 24, 2025, and uses certain governance exemptions (e.g., committee composition) .
Fixed Compensation (Director)
| Component | Amount/Policy | Notes |
|---|---|---|
| Annual cash retainer (non‑employee director) | $95,000 | Retainer model; no regular meeting fees |
| Committee Chair retainers | Audit $20,000; Compensation $15,000; Nominating & Corporate Governance $15,000 | As N&CG Chair, Ms. Mariucci is eligible for $15,000 |
| Board Chair additional retainer | $100,000 | Applies to Chair of the Board (not Ms. Mariucci) |
| Meeting fees | Only if meetings exceed regular schedule by 3+ (not applicable in 2024) | No such fees in 2024 |
| 2024 cash earned (Mariucci) | $82,500 | As reported in 2024 Director Compensation Table |
Performance Compensation (Director Equity)
| Grant/Program | Date | Units/Value | Vesting | Notes |
|---|---|---|---|---|
| 2024 annual director RSU grant | Apr 30, 2024 | 6,904 RSUs; grant date fair value $170,874 | Vests Apr 30, 2025 | Applies to each director serving at that time |
| 2025 annual director equity | Apr 16, 2025 (planned) | Fixed $145,000; converts to 7,338 shares based on YE close | Vests prior to next annual meeting; deferral option available | Under Omnibus Plan; dividends credited as notional DSUs if deferred |
| Ownership guidelines | 5× annual cash retainer within 5 years | “All non‑employee directors are currently in compliance” | Policy applies; compliance noted |
No performance metrics apply to director equity (time‑based RSUs); directors can defer equity until board departure; notional dividends accrue as DSUs during deferral .
Other Directorships & Interlocks
- SWX control/interlocks: Southwest Gas Holdings beneficially owned 81.0% of CTRI as of Feb 24, 2025, and retains extensive nomination rights and committee representation proportional to its designees while controlling >50% (Separation Agreement) . Ms. Mariucci is identified as a Southwest Gas designee to CTRI’s Board .
- Compensation Committee composition: As a controlled company, CTRI’s Compensation Committee includes SWX CEO Karen S. Haller (non‑independent) under permitted exemptions; Committee membership disclosed (Evans Chair; Haller; Mariucci; Patton) .
- Reserved share program (IPO): Directors/officers could purchase at IPO price ($21). Purchases in excess of $120,000 were made by Anne L. Mariucci (among others), indicating additional personal capital at risk .
Expertise & Qualifications
- Core credentials: Deep experience in construction/housing (Del Webb, Pulte); business, investment and financial expertise; substantial public board experience (SWX, TMHC, BRY, CXW) .
- Education/credentials: BA in accounting and finance (University of Arizona); Stanford GSB Corporate Financial Management Program; previously certified CPA and FINRA Securities Financial and Operations Principal .
Equity Ownership
| Item | Amount/Detail |
|---|---|
| Beneficial ownership (Feb 24, 2025) | 71,400 CTRI shares; less than 1% of outstanding |
| Shares outstanding (Feb 24, 2025) | 88,517,521 |
| Unvested director RSUs (2024 grant) | 6,904 RSUs scheduled to vest Apr 30, 2025 |
| Ownership guidelines | Must hold ≥5× annual cash retainer within 5 years; all non‑employee directors currently in compliance |
| Pledging/hedging | No pledging by Ms. Mariucci disclosed in the proxy |
| IPO reserved share purchase | >$120,000 at $21 per share through reserved program (alignment signal) |
Governance Assessment
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Strengths
- Independent director with chair role on Nominating & Corporate Governance; leads succession planning and annual board/committee evaluation processes .
- Documented attendance expectations met across the Board in 2024 (≥75%); structured executive sessions for non‑management and independent directors .
- Strong alignment: meaningful beneficial ownership; IPO reserved share purchase >$120k; robust director ownership policy (5× retainer) with current compliance .
- Transparent director pay structure (retainer + annual RSUs), with no routine meeting fees; 2024 disclosure shows cash $82,500 and RSUs $170,874 for Ms. Mariucci .
-
Risk indicators and potential conflicts
- Controlled company governance: SWX owns 81.0% and holds expansive rights (director nomination quotas; proportional committee representation; consent rights on key actions), which can constrain minority shareholder influence and create perceived conflicts when SWX designees (including Ms. Mariucci) serve on CTRI’s board and committees .
- Compensation Committee includes SWX’s CEO as a member under the controlled company exemption; while permitted, investors may scrutinize independence and potential influence over pay and incentives .
- Non‑independent Board Chair structure (Chair separate from CEO but not independent) may be viewed as a governance drawback absent a designated Lead Independent Director (not disclosed) .
-
Related‑party transactions
- The proxy discloses related‑party relationships (e.g., with SWX and AEP) and the review policy; no director‑specific related‑party transaction involving Ms. Mariucci is identified in the disclosed transactions .
-
Shareholder engagement and upcoming signals
- First say‑on‑pay and say‑on‑frequency votes to occur at the 2025 AGM; Board recommends annual frequency; monitor results for investor sentiment on compensation/governance .
- Company describes active investor outreach since IPO; the board/committees considered feedback for policy adjustments .
Director Compensation (2024 detail)
| Metric | Amount |
|---|---|
| Fees earned or paid in cash | $82,500 |
| Stock awards (grant-date fair value) | $170,874 (6,904 RSUs at $24.75 on Apr 30, 2024) |
| Total | $253,374 |
Program design: retainer-based cash; annual director equity (time-based RSUs); meeting fees only under exceptional circumstances (not in 2024) .
Committee Assignments (2024)
| Committee | Role | Meetings Held (2024) |
|---|---|---|
| Nominating & Corporate Governance | Chair | 3 |
| Compensation | Member | 3 |
Summary Judgment for Investors
- Ms. Mariucci brings seasoned board leadership and industry/finance acumen, with clear engagement as N&CG Chair and meaningful personal capital alignment (ownership and IPO participation). Independence is affirmed; attendance and governance process disclosures are solid .
- Primary governance risk derives from CTRI’s controlled company status: SWX’s 81.0% stake, nomination/committee rights, and presence of SWX’s CEO on Compensation Committee may constrain full board independence and create perceived conflicts—especially given Ms. Mariucci’s concurrent SWX directorship and designation as an SWX designee to CTRI’s Board .
- Near-term monitoring items: 2025 say‑on‑pay and frequency vote outcomes; evolution of SWX’s stake and related consent/anti‑dilution rights; any transition away from controlled company exemptions as ownership declines .