Stephen Marsh
About Stephen P. Marsh
Stephen P. Marsh, age 69, has served as an independent director of Enterprise Financial Services Corp (EFSC) since 2022. He previously chaired Enterprise Bank & Trust (EB&T), EFSC’s bank subsidiary, from 2008–2022 and held senior executive roles including EVP, Chairman & CEO (2008–2014) and EVP, Chairman & Chief Credit Officer (2014–retired April 2016). Marsh brings deep credit risk management and regulatory compliance expertise to EFSC’s Board, informed by prior leadership roles at EB&T and Southwest Bank. Other than CEO James Lally, all EFSC director nominees (including Marsh) are independent under Nasdaq Rule 5605(a)(2) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Enterprise Bank & Trust (EB&T) | Chairperson | 2008–2022 | Led bank subsidiary governance; risk and regulatory oversight focus |
| EB&T | EVP, Chairman & CEO | 2008–2014 | Executive leadership during growth; banking operations oversight |
| EB&T | EVP, Chairman & Chief Credit Officer | 2014–2016 (retired April 2016) | Credit risk management and regulatory compliance leadership |
| EB&T | President | 2006–2008 | Senior operating leadership |
| EB&T | President of Commercial Banking | 2003–2006 | Commercial banking leadership |
| Southwest Bank | President & Senior Loan Officer | 1992–2003 | Credit and lending leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Loyola Academy | Board Director; Finance Committee member | Not disclosed | Current service; community/institutional governance |
| St. Joseph’s Institute for the Deaf | Board member | Not disclosed | Prior service |
| Unity Health Services | Board member | Not disclosed | Prior service |
| University City Planning Commission | Commissioner | Not disclosed | Prior service |
Board Governance
- Committee assignments: Marsh served on the Risk Committee in 2024 (committee met 4 times; Chair Robert E. Guest); he was not listed on the Human Capital & Compensation Committee, Audit Committee, Nominating & Governance Committee, or Executive Committee in 2024 .
- Committee history: Marsh served on the Risk Committee in 2023 (committee met 8 times; Chair Robert E. Guest) .
- Independence: EFSC states all director nominees except Mr. Lally are independent; Marsh is a nominee and thus independent under Nasdaq rules .
- Attendance: Board met six times in 2024 and all incumbent directors attended at least 75% of board and committee meetings; thirteen of fourteen then-serving directors attended the 2024 Annual Meeting . In 2023, the Board met seven times, all incumbent directors attended at least 75%, and fourteen of sixteen attended the Annual Meeting .
- Board leadership and engagement: Independent Chair (Michael A. DeCola) since May 2023; periodic executive sessions of independent directors .
Committee Membership Snapshot
| Committee | 2023 | 2024 |
|---|---|---|
| Risk | Yes | Yes |
| Human Capital & Compensation | No | No |
| Audit | No | No |
| Nominating & Governance | No | No |
| Executive Committee | No | No |
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | All Other Compensation ($) | Total Annual Compensation ($) |
|---|---|---|---|---|
| 2023 | 63,296 | 63,204 | 400 | 126,900 |
| 2024 | 57,528 | 59,972 | — | 117,500 |
- Structure: Non-employee directors receive a $110,000 annual retainer; the Chair of the Board receives $180,000. Committee retainers: Audit & Risk Chair $18,000; Compensation & Nominating Chair $15,000; non-chair Audit & Risk $7,500; non-chair Compensation & Nominating $5,000. Minimum of approximately $60,000 of retainer paid in EFSC common stock; shares are fully vested upon grant .
- 2023 meeting fees (Jan–Jun): $1,250 per board meeting; $1,000 per committee meeting for non-chair members (legacy fee practice discontinued thereafter) .
Committee Retainers (2024)
| Role | Audit Committee | Risk Committee | Human Capital & Compensation Committee | Nominating & Governance Committee |
|---|---|---|---|---|
| Chairperson | $18,000 | $18,000 | $15,000 | $15,000 |
| Non-Chair Member | $7,500 | $7,500 | $5,000 | $5,000 |
Performance Compensation
- No performance-based director compensation disclosed (no PSUs, options, or performance metrics). Stock awards reflect retainer shares fully vested at grant; no option awards reported for directors in 2023–2024 .
Other Directorships & Interlocks
- Public company boards: EFSC states (except as noted in biographies) none of its directors serve as directors of other Exchange Act–registered companies; Marsh’s biography contains no such exception, implying no current public company directorships or disclosed interlocks .
- Private/non-profit boards: Loyola Academy (current); prior service at St. Joseph’s Institute for the Deaf, Unity Health Services, and University City Planning Commission .
Expertise & Qualifications
- Deep credit risk and regulatory compliance expertise from roles as EB&T Chief Credit Officer and prior lending leadership; extensive banking operations leadership including CEO tenure at EB&T .
- Board-level risk oversight experience as member of EFSC’s Risk Committee .
Equity Ownership
| Metric | As of Mar 2024 (DEF 14A) | As of Mar 21, 2025 (DEF 14A) |
|---|---|---|
| Beneficially owned common shares | 50,367 | 51,857 |
| % of shares outstanding | <1% | <1% |
| Depositary shares (Series A Preferred) | — | — |
| Ownership guidelines (Non-employee directors) | 5x cash retainer ($50,000) | 5x cash retainer ($50,000) |
| Hedging/Pledging policy | Hedging prohibited; pledging restricted | Hedging prohibited; pledging restricted |
Governance Assessment
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Strengths:
- Independent director with extensive banking and credit risk background bolstering Risk Committee effectiveness .
- Tangible ownership aligned via required minimum stock retainer (~$60k) and rising beneficial holdings (50,367 → 51,857) .
- Board structure emphasizes independent oversight (independent Chair), regular executive sessions, and documented committee risk oversight .
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Potential conflicts/monitoring points:
- Related-person banking transactions: EFSC discloses ordinary-course loans to directors/officers and related persons, reviewed under policy by the Audit Committee; individual director loan details not enumerated—monitor for any specific related-party exposure involving Marsh given his banking relationships .
- Ownership guideline compliance status is not disclosed per director—monitor for explicit confirmation of Marsh’s guideline compliance in future filings .
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Attendance and engagement: Board met 6 times in 2024; all incumbent directors met at least 75% attendance; annual meeting attendance strong (13 of 14 in 2024), supporting engagement signals .
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Pay structure quality: Director compensation weighted to equity through required stock retainer and no performance-linked equity (reduces pay-for-performance misalignment and options-related risk); committee fees modest and transparently disclosed .
RED FLAGS: None explicitly disclosed for Marsh. EFSC’s general related-party loan disclosure warrants ongoing monitoring; hedging prohibited and pledging restricted by policy mitigate alignment risks .