Archie Jones, Jr.
About Archie L. Jones, Jr.
Independent director of Corpay (CPAY) since 2020; age 53. Managing Director at Six Pillars Partners (private equity) and Professor at Harvard Business School; prior executive roles at NOWaccount Network Corporation, IBM, Kenexa (NYSE: KNXA), and Parthenon Capital. Credentials include Certified Public Accountant and degrees from Morehouse College and Harvard Business School; provides deep investment and M&A expertise in financial institutions . The Board has determined all directors other than the CEO are independent under NYSE rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| NOWaccount Network Corporation | Executive role (prior) | — | — |
| IBM | Executive role (prior) | — | — |
| Kenexa (NYSE: KNXA) | Executive role (prior) | — | — |
| Parthenon Capital | Executive role (prior) | — | — |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Six Pillars Partners | Managing Director | — | Private equity investing in high‑growth companies |
| Harvard Business School | Professor | — | — |
| Project Evident | Director (current board experience) | — | Not disclosed as a public company board in proxy |
Board Governance
- Independence and attendance: Board states each director attended at least 75% of all Board and applicable committee meetings in 2024; all directors other than the CEO are independent .
- Executive sessions: Independent directors meet in executive session at each scheduled in-person Board meeting, led by the Lead Independent Director .
- Committee memberships (2024–2025): Archie Jones is a member of Audit; Nomination & Governance; and Executive & Acquisitions .
| Committee | Jones Role | 2024 Meetings | Chair (2024/early 2025) |
|---|---|---|---|
| Audit | Member | 7 | Chair: Richard Macchia; all members independent; Macchia & Throop are “audit committee financial experts” |
| Compensation | — | 8 | Chair: Joseph W. Farrelly (appointed chair April 2025; succeeded Bexiga) |
| Nomination & Governance | Member | 2 | Chair: Hala G. Moddelmog |
| Executive & Acquisitions | Member | 0 | Chair: Ronald F. Clarke; committee met 0 times in 2024 |
| Information Technology & Security | — | 4 | Chair: Annabelle Bexiga (chair from April 2025) |
| Board of Directors (overall) | Director | 6 (Board meetings) | Lead Independent Director presides over executive sessions |
- Risk oversight mapping: Audit oversees financial/compliance risk, related-party approvals; Comp considers comp-risk; Governance handles succession, governance structure, ESG; IT & Security oversees cybersecurity and disaster recovery .
Fixed Compensation (Director Fees)
| Item | 2024 Amount | Detail |
|---|---|---|
| Cash retainer/fees | $0 | Jones received no cash fees in 2024; only committee Chairs and Lead Independent Director received $75,000 cash each |
| Equity (restricted stock) | $300,163 | Annual director grant; all non‑employee directors elected restricted stock (not options) |
| Total | $300,163 | — |
| RSUs/Restricted shares outstanding at 12/31/2024 | 1,102 shares | For each non‑employee director; vests January 22, 2025 |
Notes:
- 2024 non‑employee director equity grant target approximately $300,000; chairs and Lead Independent Director received additional $75,000 cash each; all directors reimbursed for meeting expenses; CEO receives no director compensation .
Performance Compensation
- Non‑employee director equity is time‑based restricted stock (no performance metrics/PSUs disclosed for directors for 2024) .
| Component | Metric | Weighting | 2024 Payout Basis |
|---|---|---|---|
| Director equity grant | Time‑based vesting | N/A | Restricted stock; vested 1/22/2025 |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Jones in proxy biography |
| Other boards/roles | Project Evident (current); HBS Professor; Six Pillars Partners MD |
| Compensation committee interlocks | Company discloses none for 2024 (no executive officer serves on a comp committee/board of a company where any of CPAY’s comp committee members are an executive) |
Expertise & Qualifications
- Investment and M&A expertise in financial institutions; CPA; leadership roles in public/private companies; HBS faculty and PE managing director .
- Board skills matrix emphasizes payments/fintech, finance & accounting, strategy, technology/innovation, cybersecurity, global business, and public company leadership across directors .
Equity Ownership
| Holder | Common Shares Beneficially Owned (#) | Right to Acquire (#) | Total (#) | % Outstanding | Footnotes/Notes |
|---|---|---|---|---|---|
| Archie L. Jones, Jr. | 3,364 | — | 3,364 | * | Includes 3,364 common shares; excludes 796 restricted units subject to vesting (no voting/dispositive rights) |
| Shares outstanding (reference) | 70,249,923 | — | — | — | Shares outstanding as of Feb 17, 2025 |
Policies and alignment signals:
- Director stock ownership guideline: $1,250,000 within five years of becoming a director (increased from $150,000 in 2019). As of 12/31/2024, six current non‑employee directors are in compliance; four newest expected to meet within five years (individual compliance status not specified) .
- Anti‑hedging and pledging: Hedging in company stock is prohibited; directors and executive officers are prohibited from pledging company shares as collateral .
Related-Party Transactions & Conflicts
- Oversight: Audit Committee (of which Jones is a member) must review and approve related‑party transactions ≥$120,000 involving directors, officers, immediate family, or ≥5% holders; policy detailed on investor website .
- 2024 disclosure: No specific related‑party transactions involving Jones are disclosed in the proxy .
- Section 16(a) compliance: Company disclosed certain late filings for named insiders in 2024 (Panther, Sloan, Clarke, Netto, King, Vickery); Jones is not listed among those with late filings .
Governance Assessment
- Positives for investor confidence:
- Independent director with finance/PE and M&A expertise; sits on Audit and Governance committees—key for financial reporting integrity, succession planning, governance structure, and ESG oversight .
- Director compensation primarily equity-based (time‑vested RSUs), aligning with shareholder value; no hedging/pledging permitted, supporting alignment .
- Related‑party transaction pre‑approval policy in place; no Jones‑related transactions disclosed—reduces conflict risk .
- Board uses executive sessions of independent directors, and all directors except CEO are independent—supports oversight .
- Watch items / potential red flags:
- Low direct ownership (3,364 shares; <1%): without individual guideline status, investors may scrutinize dollar value vs. $1.25M director guideline (company disclosed aggregate compliance but not by director) .
- Executive & Acquisitions Committee (where Jones is a member) did not meet in 2024—neutral but suggests deal oversight occurred at full Board; investors may prefer active committee cadence for M&A-heavy strategies .
- High support (48%) in 2024 for independent Board chair proposal indicates a shareholder constituency favoring stronger board independence; proposal returned in 2025 with Board opposition, highlighting ongoing governance debate (Jones, as Governance Committee member, will be part of governance oversight context) .
Say‑on‑Pay & Shareholder Engagement Context (Board-level signals)
- 2024 say‑on‑pay received nearly 90% approval, signaling broad investor support for executive pay construct; Board reports robust shareholder outreach with committee Chairs participating .
- Independent chair proposal: Received 48% support at 2024; Board recommends against in 2025, citing flexibility and Lead Independent Director structure .
Director Compensation (detail)
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Archie L. Jones, Jr. | — | 300,163 | 300,163 |
Notes:
- Restricted stock for non‑employee directors vested January 22, 2025; on 12/31/2024 each non‑employee director had 1,102 restricted shares outstanding .
- Cash retainers ($75,000) applied only to committee Chairs and Lead Independent Director, not to Jones .
Committee Contribution Snapshot (Charter-specified focus)
- Audit: Financial reporting oversight, auditor independence/fees, internal controls, and related‑party transactions approval .
- Governance: Succession planning, director criteria and nominations, governance practices, ESG oversight .
- Executive & Acquisitions: Capital expenditures, investments, acquisitions/dispositions, financing between Board meetings (0 meetings in 2024; full Board discussed acquisitions) .
Expertise & Qualifications
- CPA; finance and M&A expertise; senior roles spanning technology and financial services; academic and private equity leadership—relevant for CPAY’s payments/fintech profile .
Equity Ownership & Policy References (additional)
- Anti‑hedging and anti‑pledging policies apply to directors and executives .
- Director ownership guideline: $1,250,000 target within five years; aggregate compliance status provided, individual status not disclosed .
Overall: Jones brings finance/M&A acumen and contributes to key oversight committees (Audit, Governance). Compensation is equity-heavy with hedging/pledging prohibitions, and no related‑party issues disclosed. Investors may monitor his ownership progression versus guideline and broader board independence debates reflected in elevated support for the independent chair proposal .