Marcela Manjarrez
About Marcela Manjarrez
Independent director of EFSC since 2022; age 51. A career communications and public affairs executive, she is CEO of M Strategic Communications Consulting (since Sept 2022), previously EVP and Chief Communications Officer at Centene (2015–2022) and VP, Public Affairs at the Federal Reserve Bank of St. Louis (2014–2015). Core credentials: enterprise communications, public affairs, stakeholder engagement, and board-level governance.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| M Strategic Communications Consulting | Chief Executive Officer | Sep 2022 – present | Founder-CEO; corporate communications advisory |
| Centene Corporation (NYSE: CNC) | EVP, Chief Communications Officer | Mar 2015 – May 2022 | Led enterprise communications for Fortune 50 managed care company |
| Federal Reserve Bank of St. Louis | Vice President, Public Affairs | Jun 2014 – Mar 2015 | Oversaw public affairs; central bank stakeholder communications |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Clayco Enterprises | Board of Advisors | Current | Private company advisory board (not a public company directorship) |
| Latino Corporate Directors Association | Board/Advisory | Current | Non-profit leadership network |
| St. Louis Symphony Orchestra | Board/Advisory | Current | Non-profit governance |
| Opera Theatre of St. Louis | Board/Advisory | Current | Non-profit governance |
| National Alliance for Hispanic Health | Board/Advisory | Current | Non-profit governance |
| Counterpublic | Board/Advisory | Current | Non-profit governance |
| Washington University in St. Louis – CFAR | Advisory Board Member | Current | Academic advisory role |
Board Governance
- Independence: Independent under Nasdaq Rule 5605(a)(2). All nominees except the CEO (Lally) are independent.
- Committees (2024): Nominating & Governance (member; 6 meetings in 2024); Risk Committee (member; 4 meetings in 2024). Not listed on Audit or Human Capital & Compensation; no chair roles disclosed.
- Board structure and leadership: Independent Chair (Michael A. DeCola; since May 2023). Executive sessions held periodically and presided over by the Chair.
- Attendance: Board met 6 times in 2024; all incumbent directors attended ≥75% of Board and assigned committee meetings. 13 of 14 directors attended the 2024 annual meeting.
- Director tenure on EFSC board: Since 2022 (continuing nominee in 2025).
Fixed Compensation
| Element | 2024 Amount | Notes |
|---|---|---|
| Fees earned or paid in cash | $62,528 | Non-employee director annual retainer is $110,000 (prorated where applicable); at least ~$60,000 of retainer typically paid in stock unless 100% equity elected. Shares are granted fully vested. |
| Stock awards (grant-date fair value) | $59,972 | Fully vested at grant; part of director equity mix. |
| Committee fees (schedule) | Chair: Audit $18,000; Risk $18,000; HCCC $15,000; N&G $15,000. Member: Audit $7,500; Risk $7,500; HCCC $5,000; N&G $5,000. | Company-wide fee schedule; specific chair roles not applicable to Manjarrez in 2024. |
| Total annual compensation (2024) | $122,500 | Sum of cash and stock awards. |
| Director stock ownership guideline | 5x cash retainer ($50,000) | Progress expected within 5 years; valued at greater of acquisition or current market value. |
| Hedging/pledging | Prohibited (hedging); pledging restricted | Applies to directors and officers under Insider Trading Policy. |
Performance Compensation
Directors do not participate in performance-based equity (PSUs) or options; director equity grants are fully vested at grant. Clawback policies disclosed apply to executive officers’ incentive compensation, not directors.
| Performance Vehicle | Metrics | Weighting | Vesting | Payout Range |
|---|---|---|---|---|
| Not applicable for non-employee directors | — | — | — | — |
Other Directorships & Interlocks
- Public company boards: None disclosed for Manjarrez; proxy states that, except as noted in biographies, directors do not serve as directors of other public companies.
- Private/Non-profit/Academic: Multiple advisory and non-profit roles (see External Roles). No disclosed interlocks with EFSC competitors, suppliers, or customers.
Expertise & Qualifications
- Communications and public affairs leadership across healthcare and central banking; board-level stakeholder engagement. Prior C-Suite experience (EVP/CCO) at Centene; VP Public Affairs at the St. Louis Fed.
Equity Ownership
| As-of Date | Shares Beneficially Owned | % of Shares Outstanding | Notes |
|---|---|---|---|
| Mar 2023 | 462 | <1% | Initial disclosed balance post-appointment |
| Mar 2024 | 1,950 | <1% | Increase via director stock plan/equity retainer |
| Mar 2025 | 3,440 | <1% | Continued accumulation; no options disclosed |
- Vested vs unvested: Director share grants vest immediately on grant (no unvested director equity).
- Pledging/Hedging: Prohibited/restricted under Insider Trading Policy.
- Ownership guideline compliance: Company expects directors to reach 5x retainer within 5 years; individual compliance status not specifically disclosed.
Insider Trades (Forms 3/4/5)
| Filing Date | Transaction Date | Form | Summary | Source |
|---|---|---|---|---|
| Aug 26, 2025 | Aug 22, 2025 | Form 4 | Director equity activity reported (details in EDGAR filing) | |
| Jul 14, 2023 | Jul 12–14, 2023 (per filing) | Form 4 | “Represents shares issued under the Non-Management Director Stock Plan.” |
Note: Exact share counts/price for 2025 filing can be referenced in the linked EDGAR documents.
Governance Assessment
-
Strengths
- Independent director with relevant communications/public affairs expertise; sits on Risk and Nominating & Governance—committees central to oversight and board refreshment.
- Strong shareholder support in 2025 director election (For: 27,492,861; Withheld: 785,686; broker non-votes: 3,018,145).
- Board has an independent Chair; executive sessions held; all incumbents met ≥75% attendance in 2024, indicating engagement.
- Director compensation includes a meaningful equity component; stock ownership guideline for directors set at 5x retainer; hedging prohibited and pledging restricted—alignment mechanisms.
-
Watch items / potential red flags
- No individual attendance percentage disclosed beyond the ≥75% threshold for incumbents; continue monitoring committee-level engagement trends.
- Related-party loans are possible under ordinary-course terms to directors/officers; Audit Committee oversight in place; no Manjarrez-specific related-party transactions disclosed.
Shareholder Support Signals (2025 Annual Meeting)
| Item | Outcome | Votes For | Votes Against/Withheld | Abstain | Broker Non-Votes |
|---|---|---|---|---|---|
| Election of Marcela Manjarrez | Elected | 27,492,861 | 785,686 (withheld) | — | 3,018,145 |
| Say-on-Pay (advisory) | Approved | 22,219,005 | 5,979,163 | 80,379 | 3,018,145 |
| 2024 Say-on-Pay approval (prior year) | 96% approval | — | — | — | — |
Related-Party Transactions & Conflicts
- Policy and oversight: Audit Committee reviews related-party transactions under written policy; Code of Ethics mandates avoidance of conflicts.
- Loans to related persons: May occur in ordinary course on market terms; no unfavorable features; no Manjarrez-specific transactions disclosed.
Committee Assignments Summary
| Committee | Role | 2024 Meetings | Notes |
|---|---|---|---|
| Nominating & Governance | Member | 6 | Oversees board composition/refreshment; fully independent membership. |
| Risk | Member | 4 | Oversees enterprise risk and ESG-related strategy elements. |
| Audit | — | 5 | Not listed as member; committee deemed independent; multiple “financial experts.” |
| Human Capital & Compensation | — | 4 | Not listed as member in 2024. |
Director Compensation Detail (2024)
| Component | Amount |
|---|---|
| Cash fees | $62,528 |
| Stock awards (ASC 718 grant-date FV) | $59,972 |
| Total | $122,500 |
Non-employee directors receive a $110,000 annual retainer (Chair: $180,000) with additional committee retainers; at least ~$60,000 of the retainer is taken in stock unless 100% equity elected; director stock is fully vested at grant.
Summary of Policies Affecting Investor Confidence
- Independent Chairperson and periodic executive sessions bolster oversight quality.
- Robust insider trading policy: hedging prohibited; pledging restricted.
- Director stock ownership guideline (5x retainer) aligns interests; beneficial ownership shows continued accumulation over 2023–2025.
- Strong say-on-pay outcomes (96% prior year; approved again in 2025) suggest shareholder alignment on pay programs and governance oversight.