Wendy G. Hannam
ENCORE CAPITAL GROUPAbout Wendy G. Hannam
Independent director since September 2015, age 65, with over three decades in international financial services, including executive roles at Scotiabank across retail and Latin America. She holds an MBA (University of Toronto), INSEAD Advanced Management Programme, and ICD‑Rotman Directors Education Program credentials, and is designated by ECPG’s Board as an Audit Committee Financial Expert under SEC rules. She was recognized among Canada’s 100 Most Powerful Women (2007–2010) and Latinvex Top 100 Business Women in Latin America (2013). Independence affirmed by the Board; tenure ~10 years as of the 2025 proxy .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Scotiabank | Executive Vice President, International Retail Banking | 2009–2012 | Led international retail operations; regulated market oversight |
| Scotiabank | Executive Vice President, Latin America | 2012–2014 | Regional leadership across LATAM; regulatory and operational execution |
| Scotiabank | Various roles (joined 1983), retired 2014 | 1983–2014 | Progressive senior leadership in international banking |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| BMO Asset Management Inc. | Member, Independent Review Committee | Current | Fund governance and oversight in Canada |
| Royal Conservatory of Music | Board member | Current | Non‑profit governance |
Board Governance
- Committee assignments: Audit Committee member and Risk Committee member; not disclosed as chair of any standing committee .
- Independence: Board determined all directors other than the CEO (Ashish Masih) are independent under Nasdaq standards; Wendy is independent .
- Financial expertise: Designated Audit Committee Financial Expert by the Board (SEC definition) .
- Attendance: Each incumbent director attended at least 75% of aggregate Board and committee meetings during their service in 2024; Board met 6x, Audit 9x, Risk 4x (Comp 5x, NCG 4x). All current directors attended the 2024 annual meeting .
- Board leadership: Non‑executive Chairman separate from CEO, supporting independent oversight .
- Risk oversight: As Risk Committee member, oversees enterprise risk management (risk appetite, key indicators, cyber/information security, crisis management) with quarterly reporting from CIO/InfoSec; alignment of internal audit work plan to risk priorities .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Board annual cash retainer | $75,000 | Standard non‑employee director cash retainer |
| Committee service annual retainer (per committee) | $10,000 | Applies to Audit and Risk; additional $1,000/meeting starting with the 7th meeting in a year for a single committee |
| Equity retainer (annual grant) | $155,000 | Granted as DSUs or common stock (directors may elect DSUs; fully vested at grant) |
| Wendy G. Hannam – Fees earned (cash) | $112,000 | Actual 2024 cash paid for Board/committee service |
| Wendy G. Hannam – Stock awards | $154,998 | 3,829 DSUs (grant‑date fair value under ASC 718) |
- DSU plan: Directors can defer cash and/or equity into Deferred Stock Units (DSUs) distributed in common stock after leaving the Board; most directors elected DSUs for 2024 equity retainer (including Hannam) .
- Director stock ownership guideline: 5x annual Board cash retainer; all directors have met this requirement .
Performance Compensation
- Non‑employee directors do not receive performance‑conditioned pay; equity awards are fully vested at grant and not tied to financial or ESG metrics .
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Current public company directorships | None disclosed for Hannam |
| Compensation Committee interlocks | Company discloses no interlocks among Compensation Committee members for 2024 (Hannam is not listed on Comp Committee) |
| Shared directorships with competitors/suppliers/customers | None disclosed for Hannam |
Expertise & Qualifications
- International financial services leadership; operations in regulated industries (Scotiabank EVP roles) .
- Financial oversight credentials; Audit Committee Financial Expert designation .
- Education: MBA (University of Toronto); INSEAD Advanced Management Programme; ICD‑Rotman Directors Education Program .
- Recognition: Canada’s 100 Most Powerful Women (2007–2010); Latinvex Top 100 Business Women in Latin America (2013) .
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Beneficial ownership (shares) | 38,783 | Includes DSUs/RSUs counted as beneficial within 60 days; less than 1% of outstanding shares |
| DSUs/Deferred RSUs (fully vested, deferred issuance) | 33,783 | Under director compensation plan; settled in stock after Board service ends |
| Shares outstanding (basis for % calc) | 23,448,221 | Outstanding common shares as of April 11, 2025 record date (beneficial ownership table basis) |
| Ownership guideline compliance | Met | Directors must hold equity ≥5x Board cash retainer; all directors compliant |
| Hedging/pledging | Prohibited | Insider trading policy bans hedging and pledging of Company securities |
Governance Assessment
- Alignment and independence: Hannam’s independent status, audit financial expert designation, and DSU‑based equity reinforce investor alignment and oversight quality .
- Engagement and attendance: Committee service across Audit and Risk plus attendance thresholds and annual meeting participation support board effectiveness .
- Pay structure: Median‑level director pay with equity emphasis; clear ownership guidelines; DSU deferral promotes long‑term alignment; no director performance pay avoiding misaligned incentives .
- Conflicts/related‑party exposures: No related‑party transactions disclosed involving directors beyond standard indemnification; Audit Committee (where Hannam serves) reviews related‑party transactions under established policy .
- RED FLAGS: None disclosed for Hannam. Company policy prohibits hedging/pledging; Compensation Committee reports no interlocks; strong governance practices including clawback policies, executive sessions, and risk oversight reporting cadence .