Joseph Farrelly
About Joseph W. Farrelly
Independent director at Corpay (CPAY) since 2014; age 81. Former Senior Vice President and Chief Information Officer of Interpublic Group (IPG) from 2006–March 2015, with prior CIO roles at Aventis, Vivendi Universal, Joseph E. Seagram & Sons, and Nabisco. Brings deep information technology and cybersecurity oversight, plus advertising/marketing industry experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Interpublic Group (NYSE: IPG) | SVP & Chief Information Officer | 2006–Mar 2015 | Led enterprise IT; relevant to CPAY’s cybersecurity/IT oversight |
| Aventis; Vivendi Universal; Joseph E. Seagram & Sons; Nabisco | EVP & Chief Information Officer | Prior to 2006 | Enterprise IT leadership across pharma, media, consumer products; strengthens board tech risk oversight |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| NetNumber Inc. | Director | Prior | Listed among prior board roles in latest proxy |
| Helium; GridApps; Aperture Technologies, Inc. | Director | Prior | All were acquired by larger companies in their industries |
Board Governance
- Independence: Board determined all directors except the CEO are independent; Farrelly is independent .
- Attendance: Board met 6 times in 2024; each director attended at least 75% of Board and applicable committee meetings .
- Current committee roles:
- Chair, Compensation Committee (appointed April 2025; members: Farrelly, Hagerty, Stull, Bexiga, Moddelmog) .
- Information Technology & Security Committee: Chair through early 2025; succeeded by Bexiga in April 2025 .
- Member, Compensation Committee in 2024 .
- Committee activity levels (2024): Compensation (8 meetings); IT & Security (4 meetings) .
- Lead Independent Director: Steven T. Stull; independent directors meet regularly in executive session led by the LID .
Fixed Compensation
| Component (2024) | Amount | Detail |
|---|---|---|
| Cash fees | $75,000 | Committee Chair/LID cash payment; Farrelly received $75k as a chair |
| Equity (restricted stock) | $300,163 | Annual director grant; all non-employee directors elected restricted stock; grant vested Jan 22, 2025 |
| Total | $375,163 | Sum of cash + equity |
| Outstanding director RS | 1,102 shares | As of Dec 31, 2024 |
- Director equity is intended to align with shareholder value; annual target value ~ $300,000 for 2024; chair/LID cash $75,000 was approved for 2024 .
Performance Compensation
- Directors receive time-based restricted stock; no performance metrics disclosed for director equity awards (performance metrics are used for NEO awards, not directors) .
- Anti-hedging and pledging policy applies to directors; prohibits hedging and pledging company shares .
Other Directorships & Interlocks
| Company | Type | Interlock/Conflict Notes |
|---|---|---|
| NetNumber Inc.; Helium; GridApps; Aperture Technologies | Private tech/IT | No related-party transactions or interlocks disclosed with CPAY customers/suppliers; audit committee reviews/approves any related-party transactions under policy . |
Expertise & Qualifications
- Substantial experience and knowledge in information technology and security; advertising/marketing expertise; applicable to oversight of cybersecurity, IT platform strategies, disaster recovery/business continuity .
Equity Ownership
| Holder | Common Shares Beneficially Owned | RS/Units Excluded (unvested) | Rights to Acquire | Percent of Outstanding |
|---|---|---|---|---|
| Joseph W. Farrelly | 10,530 | 796 units excluded (no voting/dispositive rights) | — | <1% (*) |
- Director stock ownership guideline: $1,250,000 within 5 years; six current non-employee directors in compliance as of Dec 31, 2024; newest four expected to meet within five years (individual compliance not disclosed for Farrelly) .
- Anti-hedging/pledging: Directors prohibited from hedging or pledging CPAY shares .
Insider Trades
| Item | Finding |
|---|---|
| Section 16(a) compliance (2024) | Company disclosed late filings for certain insiders; Farrelly not listed among late filers . |
Governance Assessment
- Strengths:
- Independent director with CIO pedigree; chaired IT & Security at CPAY, then Compensation (signals board reliance on his tech and pay governance expertise) .
- Active committee cadence (Comp: 8 meetings; IT&S: 4); regular executive sessions led by LID; robust clawback and anti-hedging/pledging policies .
- Director pay predominantly equity, aligning with shareholder value; chair cash fee modest .
- No Section 16 delinquency disclosed for Farrelly .
- Watch items/RED FLAGS:
- Shareholder support differential: Farrelly received 45.97M “For” vs. 15.90M “Against” votes (notable withhold vs. peers with higher support), potentially reflecting investor scrutiny of compensation or governance stances; monitoring recommended for 2026 vote trends .
- Say-on-Pay 2025 advisory vote narrowly passed (33.09M For vs. 28.77M Against), indicating elevated investor sensitivity to compensation design; as compensation chair, Farrelly’s engagement and responsiveness will be visible to investors .
- Ongoing shareholder proposal to require independent Board Chair continued to draw significant support (24.06M For vs. 37.81M Against); governance debate remains active .
Committee mandates relevant to Farrelly’s roles:
- Compensation: Reviews goals/objectives, approves executive arrangements, administers incentive plans, ownership guidelines, clawbacks, and selects the independent comp consultant .
- IT & Security: Oversees security controls on payment platforms, IP protection strategies, platform update opportunities, cybersecurity project progress, and disaster recovery/business continuity .
Related-party transactions: Governed by an audit committee policy for transactions ≥$120,000; no Farrelly-specific related-party transactions disclosed .