Ann Murtlow
About Ann D. Murtlow
Ann D. Murtlow (age 64) has served on Wabash National Corporation’s board since February 2013. She is President and CEO of North Sound LLC (since 2024), previously served as CEO of United Way of Central Indiana (2013–2022) and earlier was CEO of IPALCO/Indianapolis Power & Light after senior roles at AES and Bechtel. She holds a BS in Chemical Engineering from Lehigh University and is an NACD Board Leadership Fellow and Certified Director .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| North Sound LLC | President & CEO | 2024–present | Consulting services |
| United Way of Central Indiana | President & CEO | 2013–2022 | Led regional non-profit; community impact |
| IPALCO Enterprises/Indianapolis Power & Light | President & CEO | 2002–2011 | Regulated utility leadership |
| AES Corporation (London and U.S.) | VP & Group Manager (N. & Central Europe); project development leader | Pre-2002 | International development/operations; environmental permitting |
| Bechtel Power Corporation | Design Engineer | Early career | Power infrastructure design |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Evergy, Inc. (and utility subsidiaries) | Director | Current | Public company director |
| U.S. Water Systems LLC | Director | Since Oct 2024 | Private company board |
| First Internet Bancorp (and bank subsidiary) | Director | 2013–Mar 2020 | Public company; prior role |
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Independent director; Board has 8 of 9 independent nominees |
| Years on WNC Board | Director since Feb 2013 |
| Committee assignments (2024) | Chair, Nominating, Corporate Governance & Sustainability (NCGS); Member, Compensation Committee |
| Committee responsibilities (high level) | NCGS oversees board composition/independence, ESG oversight, board/CEO evaluations, succession; Compensation oversees exec and director pay and engages independent consultant |
| Meeting attendance | In 2024, all directors attended ≥75% of Board/committee meetings; all directors attended the 2024 annual meeting |
| Board leadership | Independent Chairperson structure; annual assessments of board leadership/effectiveness |
Fixed Compensation
| Component | 2023 | 2024 | 2025 |
|---|---|---|---|
| Board retainer (total) | $210,000 | $220,000 | $230,000 |
| Cash portion (member) | $80,000 | $80,000 | $80,000 |
| Equity portion (RSUs) | $130,000 | $140,000 | $150,000 |
| NCGS Committee Chair fee | $15,000 | $15,000 | $15,000 |
| Compensation Committee member fee | $8,000 | $8,000 | $8,000 |
Director-specific 2024 compensation (Ann D. Murtlow):
- Cash fees: $103,000; Stock awards (grant-date fair value): $140,015; Total: $243,015 .
Performance Compensation
| Grant type | Grant date | Shares/Units | Grant-date fair value | Vesting |
|---|---|---|---|---|
| RSUs (annual director grant) | May 22, 2024 | 6,307 | $140,015 | Vest in full on May 22, 2025 |
Notes:
- 2025 director equity retainer set at $150,000 in RSUs; one-year vest .
- No options or PSUs are part of director compensation; director equity is time-vested RSUs .
Other Directorships & Interlocks
| Company | Sector | Role | Potential interlock/conflict relevance |
|---|---|---|---|
| Evergy, Inc. | Regulated electric utility | Director | No related-person transactions disclosed by Wabash in 2024 |
| U.S. Water Systems LLC | Private (water treatment) | Director | Private board; not a Wabash related-party |
| First Internet Bancorp (prior) | Financials | Former Director | Prior role; no ongoing Wabash related-party disclosure |
Expertise & Qualifications
- Former utility CEO with heavy industrial operations, M&A, and sustainability experience; domestic and international energy background (AES, IPALCO) .
- NACD Board Leadership Fellow and Certified Director; BS Chemical Engineering (Lehigh University) .
- Governance competencies mapped by WNC include ESG, strategy, technology/cybersecurity, and M&A among board skills .
Equity Ownership
| As of date | Beneficially owned shares | % of class | Unvested RSUs outstanding | Ownership guidelines | Compliance |
|---|---|---|---|---|---|
| Mar 19, 2025 | 77,372 | <1% | 6,307 (as of Dec 31, 2024) | Directors must hold 50% of shares from retainers until reaching 5x cash retainer; count both vested and unvested RS/RSUs | As of Dec 31, 2024, all non-employee directors had met the target or were within the five-year window and in compliance |
Policy safeguards:
- Company states it avoids pledging/hedging/short sales and maintains anti-hedging rules for specified insiders; directors are covered by the Code of Business Conduct and Ethics .
Shareholder Voting Signals
Director election results (2025 Annual Meeting):
| Nominee | Votes For | Votes Against | Abstentions | Broker non-votes |
|---|---|---|---|---|
| Ann D. Murtlow | 33,384,099 | 1,663,605 | 1,932,168 | 2,164,695 |
Say-on-pay results:
| Year | Outcome detail |
|---|---|
| 2025 | For: 33,329,005; Against: 3,044,062; Abstentions: 606,805; Broker non-votes: 2,164,695 |
| 2024 | “Over 98%” of votes cast supported say-on-pay (company disclosure) |
Related-Party & Conflicts Review
- Wabash’s Related Persons Transactions Policy requires audit committee review of transactions >$120,000 involving directors and other related persons; for 2024, there were no required disclosures arising from such relationships .
Compensation Committee Context (governance quality)
- Murtlow serves on the Compensation Committee; the committee engaged independent consultant FW Cook in 2024 and 2025 to review executive and director pay; practices include stock ownership requirements, clawback policy compliance, and avoiding pledging/hedging .
Governance Assessment
- Strengths:
- Independent director with deep regulated-utility CEO experience; chairs the NCGS committee overseeing board composition, independence, ESG, and evaluations—key to board effectiveness .
- Solid alignment mechanisms: meaningful annual equity retainer via RSUs, stringent 5x cash retainer ownership guideline, and compliance reported for directors as of year-end 2024 .
- Clean related-party profile in 2024; robust policies (Codes, related-person transactions review, clawback, anti-hedging) .
- Watch items / investor signals:
- 2025 director election support for Murtlow showed materially higher abstentions and the lowest “For” vote count among nominees (33.38M For; 1.93M abstentions), suggesting some shareholder reservation; continued engagement and transparency on board oversight may be warranted .
- Director fees have incrementally increased (equity portion raised from $130k in 2023 to $150k in 2025), though structure remains balanced ($80k cash / equity retainer; modest committee fees) .