Anne MacMillan
About Anne C. MacMillan
Anne C. MacMillan, 46, has served as an independent director of REX since 2019. She is a partner at Invariant GR (since 2016) leading the food, agriculture and trade practice, and previously held senior policy roles at USDA (Senior Advisor 2010–2012; Deputy Chief of Staff 2012–2014), plus government affairs leadership at The Wonderful Company (2014–2016). She began her career on Capitol Hill with Rep. Bob Matsui, later serving as Legislative Director to Rep. Dennis Cardoza and as a senior policy advisor to Speaker Nancy Pelosi; she holds a B.A. from UC San Diego and a J.D. from The George Washington University Law School .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Invariant GR | Partner; leads food/ag/trade practice | 2016–present | Advises on agriculture/trade regulatory strategy; policy expertise leveraged for REX board |
| The Wonderful Company | Director of Government Affairs | 2014–2016 | Led government affairs for major CPG and farming enterprise |
| U.S. Department of Agriculture | Senior Advisor; Deputy Chief of Staff | 2010–2012; 2012–2014 | Developed and implemented USDA regulatory agenda; managed key policy staff |
| U.S. House of Representatives | Legislative Director to Rep. Dennis Cardoza | Several years | Managed Agriculture & Natural Resources Committee work; Blue Dog Coalition leadership support |
| Office of the Speaker | Senior Policy Advisor to Speaker Nancy Pelosi | Last two years of first speakership | Managed agriculture/rural America issues among key priorities |
External Roles
| Organization | Role | Public/Private/Non-Profit | Notes |
|---|---|---|---|
| Invariant GR | Partner | Private | Washington, D.C.–based public affairs firm; food/ag/trade specialization |
The proxy does not disclose any other public-company directorships for MacMillan .
Board Governance
- Independence: The Board determined MacMillan is independent under NYSE Section 303A.02 .
- Committee assignments (FY2024): Audit Committee member; Compensation Committee Chair; both committees composed of independent directors .
- Attendance: The Board held six meetings in FY2024; directors generally attended 100% of Board and applicable committee meetings, with one unnamed director >80% .
- Committee activity: Audit Committee met 5 times; Compensation Committee met 2 times in FY2024 .
- Executive sessions: Non-management directors hold executive sessions following Audit Committee and Board meetings; presided over by the independent Lead Director .
- Executive Committee: Only Rose and Rizvi are members; no formal meetings in FY2024 .
Fixed Compensation
| Component | Amount (FY2024) | Notes |
|---|---|---|
| Annual cash retainer | $70,000 | Standard cash retainer for non-employee directors |
| Committee membership retainer | $5,000 | Annual retainer if serving on one or more committees |
| Committee chair retainer (Compensation) | $10,000 | Additional annual retainer for Compensation Committee Chair |
| Total fees earned (MacMillan) | $85,000 | FY2024 disclosure for MacMillan’s cash compensation |
Performance Compensation
| Instrument | Grant Value | Vesting | Outstanding Unvested (as of Jan 31, 2025) | Notes |
|---|---|---|---|---|
| Restricted Stock (annual) | $50,000 | Vests 1/3 annually over 3 years | 2,636 shares | Annual grant based on closing price on grant date; Lead Director receives an additional $25,000 restricted stock grant; MacMillan is not Lead Director |
Directors receive time-based restricted stock; no director performance metrics (e.g., PSUs/TSR targets) are disclosed for director grants .
Other Directorships & Interlocks
- No current public-company boards for MacMillan are disclosed in the proxy biography .
- Independence context: The Board reaffirmed MacMillan’s independence and noted she has no relationship with the Company other than as a director .
- Related-party note (Board-level): REX entered into a consulting agreement with Mercury Public Affairs (Aug 1, 2024–June 30, 2025; $15,000/month; $75,000 paid in FY2024), where director Cheryl L. Bustos is a partner; Bustos resigned from Audit and Nominating/Governance committees due to independence impact. Agreement was approved by disinterested directors .
Expertise & Qualifications
- Agriculture and regulatory policy expertise from senior roles at USDA and in Congress; valuable for REX’s sector exposure .
- Legal training (J.D., GW Law); policy/legal analysis capability .
- Audit Committee service; Board deems Audit Committee members financially literate .
Equity Ownership
| Metric | Value | As-of |
|---|---|---|
| Beneficial ownership (shares) | 7,222 | April 15, 2025 |
| Unvested restricted stock | 2,636 shares | Jan 31, 2025 |
| Percent of shares outstanding (proxy category) | * (≤1%) | April 15, 2025 |
| Shares outstanding | 16,615,879 | April 15, 2025 |
| Hedging/pledging | Prohibited for directors and officers under Insider Trading Policy | Policy statement |
Approximate ownership percent: ~0.043% (computed as 7,222 / 16,615,879; inputs cited above) .
Note: Unvested restricted stock may be voted but cannot be disposed of prior to vesting .
Governance Assessment
- Board effectiveness: MacMillan chairs the Compensation Committee and serves on Audit, aligning her policy/regulatory skillset with oversight of pay structures and financial reporting; both committees met regularly and are fully independent, supporting credible governance .
- Independence/attendance: She is explicitly designated independent; the Board reported near-universal 100% attendance across directors (one unnamed director >80%), with robust executive-session practice under a Lead Director, reinforcing independent oversight .
- Compensation alignment: Director pay is a mix of modest cash retainer plus time-based equity ($50,000 RS annually) vesting over three years, promoting long-term alignment without levered option risk; no director performance metrics or options disclosed, reducing complexity and potential gaming .
- Committee rigor and market context: As Compensation Committee Chair, MacMillan oversaw executive pay decisions that referenced a Pearl Meyer market assessment and peer group selection in FY2022; program uses Adjusted Net Income for annual incentives with caps and includes clawback provisions—design choices that mitigate excessive risk .
- Conflicts/related-party exposure: No related-party transactions are disclosed for MacMillan. A Board-approved consulting relationship with Mercury Public Affairs (affecting director Bustos’s independence) was handled via disinterested approval and committee resignations—important to monitor but not attributable to MacMillan .
Signals for investors: MacMillan’s committee leadership and independence, combined with straightforward director equity design and active executive-session structure, support investor confidence. Ongoing scrutiny of related-party arrangements elsewhere on the Board remains prudent, but MacMillan is not implicated in such transactions .