Anne Sellers

About Anne E. Sellers

Anne E. Sellers, 64, is an independent director of Merchants Bancorp (MBIN) and has served on the board since 2017. She is Chair of the Nominating & Corporate Governance Committee, a member of the Audit, Compensation, and Risk Committees, and is designated by the board as an “audit committee financial expert.” Her background spans technology operations and accounting/finance; she is currently an audiovisual technology consultant and formerly Managing Principal and majority owner of Sensory Technologies, LLC (2006–2019). She holds a degree in economics from DePauw University .

Past Roles

External Roles

Board Governance

• Independence and roles: The board determined Ms. Sellers is independent under Nasdaq/SEC rules; she chairs Nominating & Corporate Governance and serves on Audit, Compensation, and Risk. The board also designates her an “audit committee financial expert” .
• Committee assignments and 2024 meeting cadence: Audit (member; 8 meetings), Compensation (member; 2), Nominating & Corporate Governance (chair; 1), Risk (member; 4) .
• Attendance: In 2024, all directors met the ≥75% attendance guideline except Ms. Sellers, who was unable to attend one of the Compensation Committee’s two meetings (50% for that committee). All directors attended the 2024 annual meeting of shareholders .
• Board leadership/independent oversight: CEO also serves as Chair; the board maintains an Independent Lead Director role (held by Andrew A. Juster) to safeguard independent oversight and executive-session processes .

Committee assignments

Fixed Compensation (Director)

Director compensation structure (effective 2024, remains in effect):

• Annual board retainer: $140,000 (50% cash; 50% restricted common stock, paid quarterly) .
• Committee chair retainers: Audit $17,500; Risk $17,500; Compensation $12,500; Nominating & Corporate Governance $10,000 .
• Lead Independent Director (when applicable): $15,000 .
• No extra fees for subsidiary boards or per-meeting fees .
• Equity installments aligned to four regular board meetings; 2024 installments were based on closing prices of $38.75 (Feb 13), $43.04 (May 15), $40.78 (Aug 14), $39.00 (Nov 19) .

Performance Compensation (Director)

Other Directorships & Interlocks

Expertise & Qualifications

• Audit/finance: Identified by the board as an “audit committee financial expert,” indicating advanced accounting/controls literacy suitable for bank oversight .
• Technology operations: Senior leadership experience in AV systems integration, videoconferencing, streaming, and acoustics—useful for tech risk, vendor, and operational resilience oversight in banking .
• Education: B.A. in Economics, DePauw University .

Equity Ownership

Governance Assessment

Key findings:

• Strengths

  • Independent director with cross-functional expertise (technology operations plus accounting/finance) and designated “audit committee financial expert”—enhances audit/risk oversight .
  • Chairs Nominating & Corporate Governance, central to board composition, independence determinations, and governance policy—positive for governance quality .
  • Compensation Committee uses independent consultant Aon (no conflicts) and has updated both executive and director pay structures with market context—supports process rigor .
  • No other public company directorships in last five years—reduced interlock/conflict exposure .
  • Proxy discloses related-party items for others (e.g., law firm of another director) but none involving Ms. Sellers .

• Risk indicators and potential red flags

  • Attendance: Exception to ≥75% guideline due to missing one of two Compensation Committee meetings in 2024 (50% for that committee). While limited in scope, committee attendance shortfalls are governance risk signals and should be monitored in 2025 .
  • Ownership alignment: No stock ownership guidelines for directors and no prohibition on hedging/pledging—weakens “skin-in-the-game” and alignment; best practice would establish guidelines and restrict hedging/pledging .
  • Broader board context: Say-on-pay support in 2024 was “over 70%,” below typical large-cap best-practice thresholds (>90%), suggesting room for continued engagement and pay-for-performance clarity (company-wide, not director-specific) .

Implications for investors:

• Ms. Sellers’ committee leadership and audit expertise are positives for board effectiveness.
• The isolated 2024 Compensation Committee attendance miss warrants follow-up to ensure sustained engagement.
• Lack of director ownership guidelines and permissive hedging/pledging posture are notable governance gaps that may dilute alignment; investors may consider engaging the board (via Nominating & Corporate Governance, which she chairs) to adopt stronger alignment policies .

RED FLAGS to monitor:

• Committee attendance shortfall in 2024 (Compensation Committee) .
• No director ownership guidelines; hedging/pledging permitted .

Appendix: Director Compensation Structure Details (Reference)