Ann Werth
About Ann M. Werth
Ann M. Werth, age 72, is an independent director of Marathon Bancorp, Inc. (MBBC) and Marathon Bank, appointed on June 28, 2022. She is retired and previously served as Interim Economic Development Manager (2020) and Community & Economic Development Director (2009–2016) for the City of Wausau, WI; she was instrumental in the Wausau River District and downtown commercial/retail development. She is a lifelong Wausau resident and serves on the Board of the Community Foundation of North Central Wisconsin, with deep expertise in community and economic development; she was nominated for a term ending following fiscal year June 30, 2028 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| City of Wausau, Wisconsin | Interim Economic Development Manager | 2020 | Community development leadership |
| City of Wausau, Wisconsin | Community & Economic Development Director | 2009–2016 | Led Wausau River District; downtown commercial/retail development |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Community Foundation of North Central Wisconsin | Board Member | Not disclosed | Community/non-profit governance role |
Board Governance
- Independence: The Board determined all directors except the CEO are independent; Werth is independent under Nasdaq standards .
- Board leadership: Independent Chair (Amy Zientara); independent director executive sessions at least twice a year; committee-only independence for Compensation .
- Committees and chairs (FY ended June 30, 2025):
- Audit Committee: Grimm, Werth, Wimmer, Zientara; Chair Zientara; 11 meetings .
- Compensation Committee: Grimm, Werth, Wimmer, Zientara; Chair Zientara; 4 meetings; no compensation consultant used .
- Nominating & Corporate Governance Committee: Grimm, Werth, Wimmer, Zientara; Chair Werth; 1 meeting; written charter on website .
- Attendance: No director attended fewer than 75% of Board/committee meetings (Board held 11 meetings for MBBC; Marathon Bank held 12 regular and 2 special meetings in FY ended June 30, 2025). Five directors attended the 2024 Annual Meeting of Stockholders .
- Election results: Re-elected Nov 18, 2025 with 1,361,508 For, 308,253 Withheld, and 430,230 broker non-votes .
Fixed Compensation
| Component | FY 2024 Amount | FY 2025 Amount | Notes |
|---|---|---|---|
| Annual cash retainer (monthly) | $24,100 | $24,100 | Non-employee directors paid $2,000 per month; $100 annual bonus; no committee meeting fees |
| Committee membership fees | $0 | $0 | No additional fees for committee meetings |
| Chair fees | Not disclosed | Not disclosed | Chair fees not disclosed; Werth chairs Nominating Committee |
| Other cash/perqs | $0 (perqs < $10k) | $0 (perqs < $10k) | Perquisites did not exceed $10,000 |
Performance Compensation
| Equity Award Element | Werth Status (6/30/2024) | Werth Status (6/30/2025) | Vesting/Terms |
|---|---|---|---|
| Restricted stock awards (unvested) | 1,574 shares | 1,562 shares | Director grants made in 2022; vest 20% per year over 5 years; accelerate upon death, disability, or involuntary termination on/after change-in-control |
| Stock options (outstanding) | 2,184 options | 2,998 options | Director options from 2022 plan; vest 20% per year over 5 years; terms under 2022 Equity Incentive Plan |
| Options exercisable within 60 days of record date | 654 | 1,498 | Based on Rule 13d-3 definition; exercisable within 60 days |
The 2022 Equity Incentive Plan authorized options and restricted stock; as of June 30, 2025, 59,573 restricted shares and 143,962 options awarded under the plan; grants to executives and directors vest 20% annually with change-in-control acceleration triggers . Directors are eligible and received grants in 2022 .
Other Directorships & Interlocks
- Public company boards: None disclosed .
- Private/non-profit boards: Community Foundation of North Central Wisconsin (Board Member) .
- Interlocks/conflicts: Not disclosed; no related-party transactions >$120,000 and no outstanding loans to directors at June 30, 2025 and 2024 .
Expertise & Qualifications
- Core expertise: Community and economic development; local market knowledge; business development; Wausau River District/downtown redevelopment .
- Independence and governance: Independent director; chairs Nominating & Corporate Governance; participates in Audit and Compensation committees .
Equity Ownership
| Data point | As of 9/27/2024 | As of 9/30/2025 | Notes |
|---|---|---|---|
| Total beneficial shares | 2,889 | 5,115 | Includes shares with voting/investment power and rights exercisable within 60 days |
| Unvested restricted shares (included above) | 1,574 | 1,562 | Unvested restricted stock component |
| Options exercisable within 60 days | 654 | 1,498 | Exercisable options within 60 days of record date |
| Ownership % of outstanding | <1% | <1% | Company-reported percentage; no pledging by directors |
| Anti-hedging/anti-pledging policy | Prohibits hedging and pledging (no exceptions approved) | Prohibits hedging and pledging (no exceptions approved) | Insider Trading Policy governs; Board has not approved exceptions |
Governance Assessment
- Strengths: Independent status; multi-committee service; chairs Nominating & Governance; consistent attendance; re-elected with strong shareholder support; anti-hedging/pledging policy; no related-party transactions or insider loans; timely Section 16 reporting in 2025 .
- Alignment: Cash compensation is modest and standardized; director equity from 2022 plan vests time-based, creating longer-term alignment; beneficial ownership increased YoY; no pledging red flags .
- Watch items: Director equity is time-based (not performance-based); no disclosed director ownership guidelines; Compensation Committee did not use independent consultants (for executives) which may limit benchmarking depth; however, committee is fully independent and uses ABA surveys for executives .
- Shareholder vote signal: 2025 re-election support was solid (1.36M For vs. 0.31M Withheld), though slightly lower than peer nominee Wimmer, indicating generally favorable investor confidence .
Appendix: Committee and Meeting Detail (FY ended June 30, 2025)
| Committee | Members | Chair | Meetings |
|---|---|---|---|
| Audit | Grimm, Werth, Wimmer, Zientara | Zientara | 11 |
| Compensation | Grimm, Werth, Wimmer, Zientara | Zientara | 4 |
| Nominating & Corporate Governance | Grimm, Werth, Wimmer, Zientara | Werth | 1 |
RED FLAGS
- None identified: No loans/related-party transactions; no pledging or hedging; full compliance with attendance thresholds; independent status; Section 16 timely filings in 2025 .