Anne Sempowski Ward
Vanda PharmaceuticalsAbout Anne Sempowski Ward
Independent director of Vanda Pharmaceuticals since October 2019; age 53 (as of 2025 record date). Background spans consumer goods and brand management: Chair of CURiO Brands (current), formerly CEO of CURiO (2016–July 2024) and The Thymes (2012–2016), with prior executive roles at Johnson Publishing (President/COO of Ebony, Jet, Fashion Fair), The Coca-Cola Company (Assistant VP), and Procter & Gamble (Associate Marketing Director, Beauty). Education: B.S. in Mechanical Engineering and Materials Science (Duke); MBA (Duke Fuqua). Currently also serves on the board of SPS Commerce; previously served on Spectrum Brands Holdings’ board until August 2021 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CURiO Brands | CEO; later Chair | CEO: Jan 2016–Jul 2024; Chair: current | Led growth in personal care and home fragrance . |
| The Thymes, LLC | CEO | Apr 2012–Jan 2016 | Oversaw merger forming CURiO Brands . |
| The FORWARD Group | Co‑founder, CEO | Jul 2008–Apr 2012 | Growth strategy consulting for mid-sized companies . |
| Johnson Publishing Company | President & COO (Ebony, Jet, Fashion Fair) | Oct 2007–Jul 2010 | Operated media and cosmetics businesses . |
| The Coca‑Cola Company | Assistant Vice President | Sep 2006–Sep 2007 | Marketing leadership . |
| Procter & Gamble | Associate Marketing Director, Beauty; various roles | May 1994–Aug 2006 | Brand management across sectors . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| CURiO Brands | Chair | Current | Consumer goods private company . |
| SPS Commerce, Inc. | Director | Current | Public company directorship . |
| Spectrum Brands Holdings, Inc. | Director | Until Aug 2021 | Former public company directorship . |
Board Governance
- Independence: Determined independent under Nasdaq and SEC rules (Board reviewed relationships) .
- Committees: Chair, Compensation Committee; Member, Audit Committee (2024 composition) .
- Committee meeting cadence: Audit 10 meetings (2024); Compensation 6 meetings (2024). In 2023, Audit 7; Compensation 5 meetings .
- Attendance: In 2024, each director attended at least 75% of Board and applicable committee meetings; Board met 15 times; all then-serving directors attended the 2024 annual meeting .
- Lead Independent Director: Board has a Lead Independent Director (Richard W. Dugan) presiding over executive sessions .
- Majority voting and conditional resignation policy in director elections .
Fixed Compensation
Non-employee director pay structure and Ward’s realized compensation.
| Term | 2023 Program | 2024/2025 Program (amended June 2024) |
|---|---|---|
| Annual cash retainer | $50,000 | $50,000 |
| Lead Independent Director premium | $30,000 | $30,000 |
| Committee chair premiums | Audit $20,000; Compensation $17,500; Nominating $15,000 | Audit $25,000; Compensation $20,000; Nominating $15,000 |
| Committee member premiums (non‑chair) | Audit $10,000; Compensation $7,500; Nominating $7,500 | Audit $15,000; Compensation $10,000; Nominating $7,500 |
| Initial equity grant | $337,500 value split ~50/50 options/RSUs | $390,000 RSUs (no options) |
| Annual equity grant | $225,000 value split ~50/50 options/RSUs | $260,000 RSUs (no options) |
| Metric | 2023 | 2024 |
|---|---|---|
| Ward cash fees (annual) | $77,500 | $81,868 |
| RSU grant fair value | $112,496 | $112,499 |
| Option grant fair value | $112,499 | $112,497 |
| Total | $302,495 | $306,864 |
Notes:
- June 2024 program shifted director equity to all RSUs; legacy 2024 option amounts reflect pre-amendment grants earlier in the year .
Performance Compensation
- Equity grant structure: Directors receive fixed-value RSUs; time-based vesting only (no performance metrics). Annual RSUs vest 100% one year from grant; initial RSUs vest in four equal annual tranches; unvested RSUs fully vest upon change in control or death .
- Ward outstanding awards (as of Dec 31, 2024): RSUs 20,529 (none vested at that date); options 151,245 outstanding with 113,667 vested at year-end; remaining vesting per award schedules .
| Grant Type | Grant Value/Shares | Vesting | Source |
|---|---|---|---|
| Annual RSUs (directors) | 2023: $225k value; 2024+: $260k value | 100% at 1-year from grant | |
| Initial RSUs (directors) | 2023: $337.5k value; 2024+: $390k value | 25% per year over four years |
Other Directorships & Interlocks
- Current public company boards: SPS Commerce, Inc. .
- Former public company boards: Spectrum Brands Holdings, Inc. (until Aug 2021) .
- Interlocks/conflicts: None disclosed in related-party section; compensation committee interlocks: none—no officers serve on outside boards with reciprocal roles .
Expertise & Qualifications
- Consumer products operating leadership and brand strategy experience (CURiO, The Thymes, P&G, Coca‑Cola, Johnson Publishing) .
- Engineering and business credentials (Duke B.S.; Duke Fuqua MBA) .
- Governance experience on public boards; chairing Vanda’s Compensation Committee; Audit Committee membership .
Equity Ownership
| Metric | 2024 Record Date (Apr 22, 2024) | 2025 Record Date (Apr 15, 2025) |
|---|---|---|
| Beneficial ownership (shares) | 152,980 | 211,087 |
| Ownership % of outstanding | <1% | <1% |
| Options exercisable within 60 days | 113,667 | 151,245 |
| RSUs vesting within 60 days | 0 (director RSUs listed as not vested at dates) | 0 (as of 12/31/2024 RSUs unvested) |
| Shares pledged | None disclosed for Ward; anti‑pledging policy applies company‑wide |
Governance Assessment
- Committee leadership and workload: Ward chairs Compensation Committee and serves on Audit—both fully independent committees; 2024 meetings show active oversight (Comp: 6; Audit: 10) .
- Independence and attendance: Board affirmed Ward’s independence; attendance threshold met (≥75%); Board met 15 times in 2024—indicative of engaged governance in a dynamic operating year .
- Director pay structure: Shift to all‑RSU equity for directors in June 2024 increases alignment with shareholders and simplifies incentives; higher chair/member retainers for audit/compensation reflect workload .
- Say‑on‑Pay signals: Advisory approval fell to ~79% in 2024 (from ~97% in 2023), suggesting investor sensitivity to executive pay; as Compensation Committee Chair, Ward’s oversight of program changes (e.g., shift to RSUs for executives) is relevant to restoring confidence .
- RED FLAGS: None disclosed specific to Ward. No related‑party transactions; no pledging; no compensation committee interlocks; anti‑hedging/anti‑pledging and clawback policies in place .
Board Governance
| Committee | Role | 2023 Meetings | 2024 Meetings |
|---|---|---|---|
| Compensation | Chair | 5 | 6 |
| Audit | Member | 7 | 10 |
Director Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Cash fees (Ward) | $77,500 | $81,868 |
| RSU grants (fair value) | $112,496 | $112,499 |
| Option grants (fair value) | $112,499 | $112,497 |
| Total (Ward) | $302,495 | $306,864 |
Related Party / Conflicts
- Related‑party transactions: Board‑approved indemnification agreements for all directors; no Ward‑specific transactions reported .
- Compensation consultant: Willis Towers Watson engaged; Compensation Committee assessed independence and found no conflicts .
Say‑on‑Pay & Shareholder Feedback
- 2023 Say‑on‑Pay approval: ~97% .
- 2024 Say‑on‑Pay approval: ~79% .
- 2025 Annual Meeting results: Say‑on‑Pay approved (28,585,892 For; 10,084,117 Against; 242,265 Abstain; 7,665,542 broker non‑votes) .
Employment & Contracts (Director)
- Standard director indemnification agreements; no director employment contract; director equity accelerated upon change in control or death per plan .
Compensation Committee Analysis
- Composition: Independent directors; Ward (Chair), Dugan, Honoré in 2024; independent consultant retained with no conflicts .
- Interlocks: None; no insider participation in determinations except management input without voting on own pay .
Performance & Track Record
- Board refresh, diversity, and majority independence maintained; lead independent structure; anti‑hedging/anti‑pledging and clawback policies strengthen governance posture .
Equity Ownership & Alignment
- Ward holds <1% of outstanding shares; meaningful options and RSUs outstanding; company‑wide anti‑hedging/anti‑pledging policy supports alignment; no pledge reported for Ward .
Governance Implications
- Positive: Independent leadership of Compensation Committee during pay program revisions; active committee cadence; director equity shift to RSUs; robust policies (clawback, anti‑hedging/pledging) .
- Watch items: Lower Say‑on‑Pay in 2024 vs 2023 signals investor scrutiny—continued engagement and transparent alignment metrics advisable under Ward’s committee leadership .