Annabelle Bexiga
About Annabelle Bexiga
Independent director at Corpay (CPAY) since 2023; age 63. Former CIO at AIG (Global Commercial Insurance, 2015–2017) and TIAA (2010–2015); prior CIO roles at Bain Capital and JPMorgan Chase. Brings deep technology and cybersecurity oversight to the board and committees. Education: BS in Computer Science (Seton Hall University) and Executive MBA (Rutgers University, Singapore). The board has determined she is independent under NYSE rules.
Past Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| AIG | CIO, Global Commercial Insurance | 2015–2017 | Senior technology leadership in global insurance |
| TIAA | EVP & CIO | 2010–2015 | Led enterprise technology at Fortune 100 financial services firm |
| Bain Capital | CIO | Not disclosed | Private investment firm CIO role |
| JPMorgan Chase | CIO (incl. JPMorgan Invest) | Not disclosed | Senior technology leadership in banking |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| StoneX Group Inc. | Non-Executive Director | Current | Public company board service |
| Quantexa Ltd. | Director | Current | Private company board service |
| DWS Group (Supervisory Board) | Independent shareholders’ representative | 2019–2023 | Supervisory board member; background profile and education disclosure |
Board Governance
| Area | Details |
|---|---|
| Committee assignments (2024–2025) | Compensation Committee: Chair through April 2025, then member; Information Technology & Security Committee: Member in 2024; appointed Chair effective April 2025; not on Audit, Governance, or Executive & Acquisitions |
| Committee meeting cadence (2024) | Audit: 7; Compensation: 8; IT & Security: 4; Governance: 2; Executive & Acquisitions: 0 |
| Board meetings and attendance | Board met 6 times in 2024; each director attended at least 75% of all Board and applicable committee meetings |
| Executive sessions | Independent directors meet regularly in executive session at each scheduled in-person Board meeting; led by Lead Independent Director |
| Independence | Except for the CEO, all directors (including Ms. Bexiga) are independent under NYSE rules and company guidelines |
Fixed Compensation (Director)
| Component | Amount/Structure | Notes |
|---|---|---|
| Equity retainer (2024) | $300,163 grant-date fair value (restricted stock) | All non-employee directors chose restricted stock; annual grant value set around $300,000 |
| Cash fees (2024) | $75,000 | Paid to each committee Chair and the Lead Independent Director; Ms. Bexiga received $75,000 in 2024 |
| Vesting | 2024 director restricted stock vested on January 22, 2025 | Applies to non-employee directors’ 2024 awards |
| 2024 total (Bexiga) | $375,163 | $75,000 cash + $300,163 equity |
| Outstanding restricted stock at 12/31/2024 | 1,102 shares per non-employee director | As of 12/31/2024 |
| Ownership guidelines | $1,250,000 holding requirement for non-employee directors within five years of election; six current directors in compliance; the four newest expected to meet within five years | Strengthens alignment; Ms. Bexiga joined in 2023 |
Performance Compensation (as overseen by Compensation Committee)
Directors do not receive performance-based pay. However, as Compensation Committee Chair through April 2025, Ms. Bexiga oversaw executive incentive metrics. Below is the 2024 CEO Annual Bonus Equity Incentive metric structure and results.
| Metric | Weight | Target | 2024 Achievement | Payout vs Target |
|---|---|---|---|---|
| GAAP Revenue, as adjusted ($MM) | 34% | 4,125.4 | 4,068.9 | 66% |
| Cash Net Income ($MM) | 33% | 1,382.2 | 1,418.2 | 200% |
| M&A/Other Transactions ($MM, aggregate signed) | 33% | 1,000 | 1,404.0 | 140% |
| Formulaic earned payout | — | — | — | 134.7% |
| Negative discretion | — | — | — | -25% (actual payout 6,676 shares from 6,609 target) |
Additional pay-for-performance signals in 2024:
- Company Annual Equity Incentives tied to Adjusted EPS-COMP paid at 109% for non-CEO NEOs and 104.64% for the CEO, aligning with disclosed targets and outcomes .
- The committee used negative discretion to reduce Annual Bonus Equity Incentive outcomes by 25% despite formulaic results, demonstrating discipline .
- Say-on-pay support was nearly 90% in 2024, after active shareholder outreach and disclosure enhancements around metrics and structure .
Other Directorships & Interlocks
| Item | Status |
|---|---|
| Current public company boards | StoneX Group Inc. (public) |
| Other current boards | Quantexa Ltd. (private) |
| Compensation committee interlocks | None reported: “None of our executive officers currently serves on the compensation committee or board of directors of any other company of which any member or proposed member of our compensation committee is an executive officer.” |
| Related-party transactions | The proxy’s Related-Party Transactions section does not list any transactions involving Ms. Bexiga; policy requires audit committee review for transactions ≥$120,000 |
Expertise & Qualifications
- Technology and cybersecurity leadership; extensive CIO experience across global financial institutions; expertise in IT strategy, risk, and digital transformation .
- Board skills align with CPAY’s needs: payments/fintech; cyber & information security; global business; technology & innovation; public company leadership .
- Education supports technical and executive oversight: BS Computer Science (Seton Hall) and Executive MBA (Rutgers University, Singapore) .
Equity Ownership
| Measure | Amount |
|---|---|
| Common shares beneficially owned (2/17/2025) | 2,819 shares |
| Unvested RSUs/restricted units | 796 units (excluded from beneficial total) |
| Ownership as % of outstanding | <1% |
| Hedging/pledging policy | Hedging and pledging prohibited for directors |
| Director ownership guideline | $1,250,000 within five years (company-wide guideline) |
Insider Trades (filings)
| Filing date | Source | Notes |
|---|---|---|
| Jan 24, 2025 | Corpay IR – Form 4 (Bexiga) | Director equity transaction disclosed; timing aligns with 1/22/2025 vest date for 2024 director restricted stock |
| Feb 19, 2025 | Corpay IR – Form 4 (Bexiga) | Additional director equity transaction disclosed |
Note: Director-specific Form 4 details (share counts/prices) are in the linked SEC/IR filings above. Corpay reported that 2024 director restricted stock vested on January 22, 2025 .
Governance Assessment
- Strengths
- Clear independence; robust attendance; and leadership in two critical oversight areas: executive pay (as Compensation Chair through April 2025) and cybersecurity/IT (Chair from April 2025). This aligns her expertise with CPAY’s key risk vectors and human capital incentives .
- Director pay heavily equity-based with high ownership guideline; hedging/pledging prohibited—strong alignment and reduced misalignment risk .
- Compensation Committee demonstrated restraint via negative discretion; enhanced metric disclosure after outreach; strong say‑on‑pay support (~90%)—positive signal on governance responsiveness .
- Watch items
- Multiple external directorships in financial technology/markets (e.g., StoneX) increase the need for ongoing related-party and competitive conflict screening, though no conflicts were disclosed; the audit committee’s policy governs any such transactions .
- Board leadership structure remains combined Chair/CEO; while a Lead Independent Director is in place, a shareholder proposal for an independent Chair received 48% support in 2024 and is on the ballot again, indicating elevated investor scrutiny of board independence and oversight balance (not specific to Ms. Bexiga but relevant to overall governance context) .
Overall, Ms. Bexiga’s deep CIO/cyber pedigree, current chairing of the IT & Security Committee, and prior Compensation Committee chair role position her as a materially value‑add independent director for risk and pay oversight at CPAY, with solid alignment to shareholders via equity-heavy director pay and stringent trading policies.