Gerald Throop
About Gerald Throop
Independent director at Corpay (CPAY); age 67; director since 2023. Former Head of Global Equities at National Bank of Canada and Head of Canadian Equities at Merrill Lynch; previously CFO for two Canadian public telecommunications companies; earned Canadian CPA while with a predecessor of KPMG. Current external role: Lead Independent Director at Dayforce, Inc. (NYSE: DAY). At Corpay, he is independent under NYSE rules and qualifies as an “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| National Bank of Canada | Head of Global Equities | Not disclosed | Capital markets leadership background |
| Merrill Lynch (Canada) | Head of Canadian Equities | Not disclosed | Sell-side/markets oversight experience |
| Two Canadian public telecom companies | Chief Financial Officer | Not disclosed | Finance leadership; audit/accounting expertise |
| Predecessor firm to KPMG | Earned Canadian CPA | Not disclosed | Accounting credential (CPA) |
External Roles
| Company | Role | Status | Notes |
|---|---|---|---|
| Dayforce, Inc. (NYSE: DAY) | Lead Independent Director | Current | External board service; provides additional governance experience |
| Interlock note | — | — | CPAY director Thomas M. Hagerty also serves on Dayforce’s board (external interlock within CPAY’s board network) |
Board Governance
- Independence: All directors except the CEO are independent; Throop is independent under NYSE rules .
- Committees and roles (2024):
- Audit Committee: Member; designated “financial expert”; committee held 7 meetings in 2024 .
- No disclosed service on Compensation, Nominating & Governance, Executive & Acquisitions, or Information Technology & Security committees .
- Attendance and engagement:
- Board held 6 meetings in 2024; each director attended at least 75% of all Board and applicable committee meetings .
- Independent directors meet in executive session at each scheduled in-person Board meeting .
Committee Memberships
| Committee | Role | Financial Expert | 2024 Meetings |
|---|---|---|---|
| Audit | Member | Yes | 7 |
Fixed Compensation (Director Pay)
| Component (2024) | Amount |
|---|---|
| Annual cash retainer | — (no cash retainer disclosed for non-chair directors) |
| Committee chair fee | — (not a chair) |
| Lead Independent Director fee | — (not LID) |
Performance Compensation (Director Equity)
| Equity Award (2024) | Grant Value ($) | Instrument | Vesting | Outstanding Restricted Shares at 12/31/24 (#) |
|---|---|---|---|---|
| Annual director equity grant | 300,163 | Restricted stock | Vested Jan 22, 2025 | 1,102 |
Notes: Corpay emphasizes equity-heavy director pay; in 2024 non-employee directors generally received ~$300k in equity; only committee chairs and the Lead Independent Director received $75k cash fees. Throop had no cash fees in 2024. Stock awards were restricted shares (time-based vesting).
Other Directorships & Interlocks
| Company | Role | Interlock/Notes |
|---|---|---|
| Dayforce, Inc. (NYSE: DAY) | Lead Independent Director (current) | CPAY director Thomas M. Hagerty is also a Dayforce director, creating an external interlock among CPAY directors at the same outside board |
Expertise & Qualifications
- Over 30 years in financial and banking industry; significant audit and accounting background; Canadian CPA .
- Audit Committee Financial Expert designation at Corpay .
Equity Ownership
| Metric | Value |
|---|---|
| Common shares beneficially owned | 1,189 |
| Unvested RSUs excluded from beneficial total | 796 |
| Ownership as % of outstanding | <1% (asterisk as presented) |
| Stock ownership guideline (non-employee directors) | $1,250,000 required within five years of election |
| Compliance status (board-wide) | Six current non-employee directors in compliance; four newest expected to meet within five years |
| Anti-hedging/pledging policy | Hedging and pledging prohibited for directors |
Insider Trades
| 2024–2025 Proxy Disclosure | Note |
|---|---|
| Section 16(a) compliance | Proxy lists certain late filings for other insiders but does not list Throop among late filers (no late filings noted for Throop in 2024) |
For detailed Form 3/4/5 transactions, consult Throop’s SEC filings; the proxy does not enumerate individual director transactions. The company prohibits hedging and pledging by directors.
Governance Assessment
-
Positives
- Independent director with deep markets and CFO experience; designated audit committee financial expert, which strengthens financial oversight .
- Strong equity alignment via time-based restricted stock; no cash retainer unless serving as chair or LID, increasing pay-at-risk for rank-and-file directors .
- Robust governance practices: regular executive sessions; majority-independent board; anti-hedging/pledging; heightened director stock ownership guideline ($1.25M) .
-
Watch items
- Ownership alignment ramp: Throop currently reports 1,189 shares; board guidelines require $1.25M within five years—newer directors (like Throop) are expected to reach compliance over time (not yet specified by individual) .
- Network interlock: Shared outside directorship at Dayforce with fellow CPAY director Thomas Hagerty; beneficial for information flow but may warrant monitoring for over-connected boards and potential groupthink .
- Board leadership: Combined Chair/CEO structure persists; a shareholder proposal to require an independent chair was re-submitted (Board recommends against). While not specific to Throop, this is a broader governance debate that can affect investor confidence; the company cites a strong Lead Independent Director structure instead .
-
Engagement signals
- Say-on-pay support near 90% in 2024 suggests shareholder acceptance of compensation oversight; the board reports ongoing outreach and responsiveness .