Hala Moddelmog
About Hala G. Moddelmog
Independent director at Corpay, Inc. (CPAY) since 2017; age 69. She is President & CEO of the Woodruff Arts Center and brings operating experience across consumer, non-profit and franchised multi‑unit businesses, with emphasis on marketing, M&A, and public company leadership. Current CPAY roles: Chair, Nominating & Governance Committee; Member, Compensation Committee. Independence: the Board determined all directors except the CEO are independent under NYSE rules; each director met at least 75% attendance in 2024.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Woodruff Arts Center | President & CEO | — | Leads largest arts educator in Georgia; >800k patrons/year |
| Metro Atlanta Chamber of Commerce | President & CEO (prior) | — | Regional economic leadership |
| Arby’s Restaurant Group (Wendy’s/Arby’s Group) | President (prior) | — | Public company division leadership (NYSE: WEN) |
| Susan G. Komen for the Cure | President & CEO (prior) | — | Scaled global non‑profit leadership |
| Catalytic Ventures, LLC | CEO (prior) | — | Evaluated investments in foodservice/franchising/multi‑unit retail |
| Church’s Chicken | President (prior) | — | Global QSR operator leadership |
External Roles
| Company | Role | Public/Private | Tenure/Notes |
|---|---|---|---|
| Lamb Weston Holdings, Inc. (NYSE: LW) | Director (current) | Public | Current public company directorship |
| Amerigroup Corporation (NYSE: AGP) | Director (prior) | Public | 2009–2012 |
| AMN Healthcare Services, Inc. (NYSE: AHS) | Director (prior) | Public | 2008–2010 |
| Various non‑profit boards | Director (prior) | Non‑profit | Not specified |
Board Governance
| Area | Details |
|---|---|
| Independence | Board determined all directors other than the CEO are independent under NYSE rules |
| Attendance | Each director attended ≥75% of Board and applicable committee meetings in 2024; Board held 6 meetings |
| Committee assignments (2024/2025) | Chair, Nominating & Governance Committee; Member, Compensation Committee |
| Committee meeting cadence (2024) | Audit (7), Compensation (8), Nominating & Governance (2), IT & Security (4), Executive & Acquisitions (0) |
| Risk oversight | Governance Committee oversees succession planning, governance structure, and ESG; committees report significant risks to full Board; independent director executive sessions led by Lead Independent Director |
| Board refreshment & qualifications | Annual evaluation, no mandatory retirement; limits external boards to ≤4 unless Governance Committee determines otherwise |
| Shareholder voice | Say‑on‑pay support at 2024 AGM: nearly 90%; ongoing outreach with Committee Chairs and Lead Independent Director participation |
Committee roster context: Compensation Committee signatories include Moddelmog; chairs transitioned in April 2025 (Compensation Chair moved to Farrelly; IT & Security Chair to Bexiga). Governance Committee is chaired by Moddelmog.
Fixed Compensation (Director)
| Year | Cash Fees ($) | Equity ($) | Instrument | Vesting | Total ($) |
|---|---|---|---|---|---|
| 2024 | 75,000 | 300,163 | Restricted stock | Vested Jan 22, 2025 | 375,163 |
| Notes | The $75k cash amount was for committee chairs/Lead Independent Director as approved in Feb 2024; all non‑employee directors elected restricted stock for the annual grant; at 12/31/24, each had 1,102 restricted shares outstanding | ||||
| Citations: |
Performance Compensation
- No performance‑based director pay disclosed; annual director equity is time‑based restricted stock (not PSU/option performance awards for directors). 2024 grant value approx. $300,163; vested Jan 22, 2025.
Other Directorships & Interlocks
| Potential Interlock/Exposure | Observation |
|---|---|
| Customers/Suppliers/Competitors | No related‑party transactions or specific interlocks involving Moddelmog disclosed in “Certain Relationships and Related‑Party Transactions” section. |
| Overboarding risk | Corpay guideline: no more than 4 other public boards absent Governance Committee approval. Only one current other public board (Lamb Weston) disclosed. |
Expertise & Qualifications
- Operating leadership across large consumer and non‑profit organizations; marketing expertise; M&A and value creation in high‑growth companies; extensive board service; community ties.
- Governance focus: Chairs Nominating & Governance Committee overseeing succession planning, governance practices, ESG.
Equity Ownership
| Holder | Common Shares Owned (#) | Right to Acquire (#) | Total Beneficial (#) | Percent of Outstanding (%) | Unvested RSUs/Units Excluded (#) |
|---|---|---|---|---|---|
| Hala G. Moddelmog | 7,034 | — | 7,034 | <1 | 796 |
| Citations: |
Ownership alignment and guidelines:
- Director stock ownership guideline: $1,250,000 within five years of becoming a director.
- 12/31/2024 closing price: $338.42/share. Estimated value of Moddelmog’s holdings: 7,034 × $338.42 ≈ $2.38 million, indicating she exceeds the ownership guideline.
- Hedging and pledging are prohibited for directors; supports alignment.
Governance Assessment
Strengths
- Independent director with >7 years of tenure; chairs Governance and serves on Compensation—central to board effectiveness and succession/ESG oversight. Attendance met Board standard (≥75%).
- Strong ownership alignment: ~$2.38M in CPAY equity vs $1.25M guideline; hedging/pledging prohibited.
- No related‑party transactions disclosed; no Section 16 reporting concerns noted for her.
- Shareholder support context is favorable (nearly 90% say‑on‑pay).
Watch‑items
- Dual service as Governance Chair and Compensation Committee member concentrates governance influence—common but merits ongoing monitoring for compensation rigor; however, compensation committee is fully independent and uses an independent consultant.
- Board composition and refreshment remain active; continued evaluation of skill mix advisable given payments/cyber risk landscape (covered by IT & Security Committee).
No RED FLAGS identified in disclosures for:
- Related‑party transactions, hedging/pledging, tax gross‑ups, or late filings tied to this director.