Mary Ellen Smith
OPENLANEAbout Mary Ellen Smith
Independent Director since October 2019; age 65. Former Corporate Vice President of Worldwide Business Operations at Microsoft, with 30+ years in global operations, supply chain, and digital transformation. Education: BSBA (Bowling Green State University) and MBA (Wright State University); executive programs at Stanford (Executive Program; Directors’ Consortium). Stanford University Distinguished Careers Institute Fellow (2024–2025) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Microsoft Corporation | Corporate Vice President, Worldwide Business Operations | 2013–Jan 2024 | Led global operations strategy and transformation |
| Microsoft Corporation | VP, Worldwide Commercial Operations | 2011–2013 | Commercial ops leadership |
| Microsoft Corporation | GM, Commercial Operations | 2010–2011 | Commercial ops leadership |
| Microsoft Licensing, GP | President & General Manager | 2006–2010 | Licensing operations leadership |
| Hewlett-Packard Company | VP, Volume Direct & Supply Chain Operations | 2004–2006 | Global supply chain leadership |
| Hewlett-Packard Company | VP, Worldwide Customer Operations | 2002–2004 | Global customer ops leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Stanford University Distinguished Careers Institute | Fellow | 2024–2025 | Executive education and leadership program |
Board Governance
- Independence: Board affirms Mary Ellen Smith is independent under NYSE standards .
- Current committees: Audit Committee (member); Nominating & Corporate Governance Committee (member) .
- Attendance/engagement: Board held 5 meetings in 2024; all incumbent directors attended at least 75% of Board and committee meetings; all directors attended the 2024 annual meeting .
- Executive sessions: Independent directors meet in executive session at each regularly scheduled Board meeting; independent Chair presides .
- Committee scopes and cadence:
- Audit Committee: 8 meetings in 2024; oversees financial reporting, compliance, related person transactions, and cybersecurity; all members financially literate; committee independent; reviews/approves related person transactions .
- Nominating & Corporate Governance: 4 meetings in 2024; oversees Board composition, director pay, governance guidelines, ESG, annual evaluations .
- Board evaluations: Annual Board/committee and peer evaluations; 2024 process facilitated by an independent third-party advisor .
Fixed Compensation
| Year | Cash (Fees Earned or Paid) | Equity (Stock Awards, grant-date fair value) | Total |
|---|---|---|---|
| 2024 | $92,516 | $170,015 | $262,531 |
Additional structure and elections:
- 2024 director program: Annual cash retainer $85,000; Audit Committee membership fee $7,500; NCGC has a chair fee only (no membership fee); annual stock retainer $170,000 in restricted stock vesting after one year .
- Elections indicating alignment: Ms. Smith elected to receive her annual cash retainer and Audit Committee membership fee in shares of common stock (in lieu of cash) . She also elected to receive 100% of her annual stock retainer into a deferred share account .
Performance Compensation
Non-employee director equity is time-based (no performance metrics):
- Annual restricted stock grant vests after one year; dividend equivalents on PRSUs/RSUs are paid only if awards vest .
- Performance metrics are not applied to director equity awards (these apply to executives, not directors) .
| Award Type | Vesting/Performance Terms | Notes |
|---|---|---|
| Annual Restricted Stock | One-year cliff vest from annual meeting grant date | Equity holding requirement: must hold shares for 3 years post-vesting while serving |
Other Directorships & Interlocks
| Company | Public/Private | Role | Committee Roles |
|---|---|---|---|
| None disclosed in proxy | — | — | — |
- Compensation Committee interlocks: Committee members in 2024 were Altschuler, Jacoby, Mackenzie, Mehra, and Galvin; none were Company officers; no interlocks involving Ms. Smith disclosed .
Expertise & Qualifications
- 30+ years in technology industry operations, manufacturing, supply chain and logistics; digital business transformation and generative AI expertise; go-to-market and operating model experience in global markets .
- Risk and cybersecurity credentials: Qualified Risk Director designation; Certificate in Cyber Risk Governance (DCRO Institute) .
- Education: BSBA (Bowling Green State University); MBA (Wright State University); Stanford Executive Program; Stanford Directors’ Consortium .
Equity Ownership
| Item | Amount/Status |
|---|---|
| Beneficial ownership (common shares) | 71,906 (<1% of class) |
| Unvested restricted/phantom shares | 10,132 |
| Deferred phantom shares (vested) | 25,996 |
| Ownership guidelines | Directors must hold ≥5x annual cash retainer; all non-employee directors compliant except a new 2024 appointee (Altschuler) |
| Hedging/pledging | Prohibited for directors; robust holding requirements (3 years post-vesting while serving) |
Related-Party Transactions and Conflicts
- Policy: Audit Committee reviews and approves related person transactions; considers materiality, terms, and potential impairment of judgment .
- Disclosures: Other than preferred stock transactions with Apax/Periphas (linked to other directors), no additional related person transactions since Jan 1, 2024 were identified; none involve Ms. Smith .
Director Compensation Structure Notes (Context)
- 2024 components (non-employee): $85,000 cash retainer; $170,000 annual stock retainer; Audit Chair $35,000; Comp Chair $20,000; NCGC Chair $10,000; Audit membership $7,500; independent Chair fee $100,000 .
- Deferred Compensation Plan: Directors may defer cash fees to interest-bearing accounts and stock retainers to deferred share accounts deliverable post-departure .
Governance Assessment
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Strengths supporting investor confidence:
- Independent director with deep global operations and digital transformation background; relevant to OPENLANE’s digital marketplace strategy .
- Active on Audit and Nominating & Corporate Governance—key oversight of financial integrity, cybersecurity, director pay, ESG and Board effectiveness .
- Demonstrated alignment: elected to take cash retainer in stock and to defer equity into share accounts; compliant with stringent 5x retainer ownership and 3-year holding requirements; hedging/pledging prohibited .
- Board processes: majority independent, independent Chair, executive sessions each meeting, robust annual third-party-facilitated Board/committee/peer evaluations in 2024; strong say-on-pay support (97% in 2024) signaling positive shareholder sentiment toward governance and pay practices .
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Potential risks/considerations:
- Preferred equity investors (Apax/Periphas) hold significant as-converted voting power and certain rights, potentially influencing Board dynamics; however, Ms. Smith remains an independent director and is not associated with these investors .
- Attendance detail is disclosed in aggregate (≥75% for all incumbents) rather than by individual; no concerns specific to Ms. Smith are disclosed .
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RED FLAGS: None disclosed relating to Ms. Smith—no related-person transactions, no hedging/pledging, no delinquent Section 16 filings, and no compensation anomalies in director pay .
Overall, Mary Ellen Smith appears to enhance Board effectiveness through Audit and Governance oversight, risk/cyber literacy, and strong equity alignment. No conflicts or governance red flags relating to her role are disclosed in the latest proxy .