Jeffrey Sloan
About Jeffrey S. Sloan
Jeffrey S. Sloan is an independent director of Corpay, Inc. (CPAY), age 57, serving on the board since 2013. He is the former CEO of Global Payments Inc. (2013–2023) and previously a partner and worldwide head of Goldman Sachs’s financial technology group, bringing over 30 years of financial services, fintech, and payments experience and public board expertise . Except for the CEO, all CPAY directors (including Sloan) are affirmed independent under NYSE rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Global Payments Inc. | Chief Executive Officer | 2013–2023 | Led a leading international payments technology company |
| Goldman, Sachs & Co. | Partner; Worldwide Head, Financial Technology Group | Prior to 2013 | Financial technology coverage leadership |
External Roles
| Company | Ticker | Role | Notes |
|---|---|---|---|
| NCR Voyix Corporation | NYSE: VYX | Director | Current public company directorship |
| Guidewire Software, Inc. | NYSE: GWRE | Director | Current public company directorship |
| PaymentWorks | Private | Director | Current private board role |
Board Governance
- Committee memberships: Executive & Acquisitions Committee (member) and Information Technology & Security Committee (member) .
- Committee activity: Executive & Acquisitions Committee met 0 times in 2024 (acquisitions discussed by full Board); Information Technology & Security Committee met 4 times in 2024 with oversight of cybersecurity, IP protection, platform strategy, and business continuity .
- Attendance and engagement: The Board held 6 meetings in 2024; each director attended at least 75% of all Board and applicable committee meetings. Independent directors meet regularly in executive session led by the Lead Independent Director .
- Independence: The Board determined all directors other than the CEO are independent under NYSE rules and CPAY’s enhanced independence standards .
- Risk oversight: Audit (financial/compliance/related-party approvals), Compensation (comp risks), Governance (succession/ESG), and IT & Security (cybersecurity/technology) committees share risk oversight; committee chairs report significant risks to the Board .
Fixed Compensation
| Year | Cash Retainer ($) | Committee Chair Fees ($) | Equity Grant Value ($) | Instrument | Vesting |
|---|---|---|---|---|---|
| 2024 | — | — | 300,163 | Restricted stock | Vested Jan 22, 2025 |
- CPAY’s 2024 director compensation structure: target annual director grant value ≈ $300,000; committee chairs and Lead Independent Director received $75,000 cash (Sloan was not listed as chair); all non-employee directors elected restricted stock rather than options; directors reimbursed for meeting expenses; CEO receives no board compensation .
Performance Compensation
| Component | Metric(s) | Target/Weighting | Outcome |
|---|---|---|---|
| Director equity grants | None disclosed (time-based restricted stock) | N/A | Restricted stock vesting per schedule; no performance metrics specified for director awards |
Other Directorships & Interlocks
| CPAY Director | External Board(s) | Potential Interlocks/Notes |
|---|---|---|
| Jeffrey S. Sloan | NCR Voyix (VYX); Guidewire (GWRE); PaymentWorks | No disclosed related-party transactions; maintains independence status |
- CPAY guidelines limit service to no more than four other public company boards unless governance committee determines otherwise . Sloan’s two public boards are within this limit .
Expertise & Qualifications
- Deep payments and fintech operating experience as Global Payments CEO; private equity/VC investing background; public company governance experience .
- Board skills aligned with CPAY’s needs in payments, finance, global business, technology/innovation, and public company leadership .
Equity Ownership
| Holder | Common Shares Beneficially Owned (#) | Unvested Restricted Units (#) | Percent of Outstanding (%) |
|---|---|---|---|
| Jeffrey S. Sloan | 15,278 | 796 (excluded from beneficial count; no voting/dispositive rights) | <1% of 70,249,923 shares |
- As of Dec 31, 2024, each non-employee director had 1,102 restricted stock shares outstanding; director stock ownership guideline increased to $1,250,000 in 2019 (compliance reported in aggregate, not by director) .
- Anti-hedging and pledging: Directors are prohibited from hedging and pledging CPAY shares; insider trading policy imposes windowed trading and MNPI restrictions .
Governance Assessment
- Strengths:
- Independence affirmed; active membership on technology and strategic committees (cybersecurity and executive/ad hoc transactions) .
- Alignment via equity-only director compensation (restricted stock) and robust anti-hedging/pledging policies; enhanced director ownership guidelines .
- Board’s risk oversight framework includes IT/security focus—relevant to a payments company; quarterly cybersecurity reviews by IT&S committee .
- Watch items / Red flags:
- One late Section 16 filing for Sloan due to administrative error (company-wide note includes Sloan); monitor reporting controls and timely filings .
- Former CEO of a major competitor (Global Payments): while experience is valuable, investors should monitor potential competitive sensitivities; no related-party transactions disclosed and independence affirmed .
- Committee engagement: Executive & Acquisitions Committee met 0 times in 2024 (all deals discussed by full Board); reliance on full Board may be appropriate, but committee role utilization is limited .
Related-party transactions: Audit committee reviews/approves transactions ≥$120,000 with related persons; policy published on CPAY’s website. No Sloan-specific related-party transactions disclosed in 2024 .
Director compensation mix and ownership alignment: Directors received equity-only annual grants (restricted stock) with 2024 target ≈ $300,000, vesting in early 2025; elevated director ownership guidelines ($1.25M) support long-term alignment, with aggregate compliance noted for seasoned directors .
Attendance and engagement: All directors attended at least 75% of Board and applicable committee meetings; independent directors hold executive sessions at each in-person meeting .