Rahul Gupta
About Rahul Gupta
Rahul Gupta, age 65, is an independent director of Corpay, Inc. (CPAY) and has served on the Board since 2023, bringing over 38 years of experience across financial services and payments, including CEO of RevSpring, Group President at Fiserv, and President at eFunds . He is a member of the Board’s Nomination & Governance Committee and is independent under NYSE rules; in 2024, each director attended at least 75% of Board and applicable committee meetings, with independent directors meeting regularly in executive session .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| RevSpring | Chief Executive Officer | 2017–2019 | Led healthcare billing and payments company |
| Fiserv (NASDAQ: FISV) | Group President | 2006–2017 | Senior operating leadership in payments/fintech |
| eFunds (NYSE: EFD) | President | 2002–2006 | Leadership in electronic payments |
| Fidelity Investments | Built technology businesses | Not disclosed | Technology platform development |
| PwC | Consultant | Not disclosed | Served consulting clients in finance/tech |
| Startups (payments/marketing) | Founder/Operator | Not disclosed | Launched multiple ventures |
External Roles
| Organization | Type | Role | Status | Tenure |
|---|---|---|---|---|
| Mitek (NASDAQ: MITK) | Public | Director | Current | Not disclosed |
| SavvyMoney | Private | Director | Current | Not disclosed |
| Amount Inc. | Private | Director | Current | Not disclosed |
| Solutions By Text | Private | Director | Current | Not disclosed |
| Capital Good Fund | Other | Director | Current | Not disclosed |
| Cardtronics plc (formerly NASDAQ: CATM) | Public | Director | Prior | 2020–2021 |
| Paylease, LLC | Private | Director | Prior | 2019–2021 |
| Ncontracts | Private | Director | Prior | 2018–2020 |
Board Governance
- Committee assignments: Member, Nomination & Governance Committee; not on Audit, Compensation, Executive & Acquisitions, or IT & Security .
- Governance Committee activity: 2 meetings held in 2024; responsibilities include succession planning, director selection criteria, committee nominations, corporate governance practices, and ESG oversight .
- Independence and engagement: All directors except the CEO are independent under NYSE rules; the Board held 6 meetings in 2024, and each director attended at least 75% of Board and applicable committee meetings; independent directors meet in executive session at each scheduled in-person Board meeting, led by the Lead Independent Director .
- Lead Independent Director: Steven T. Stull; role includes presiding over executive sessions, liaising with the Chair/CEO, coordinating agendas, and engaging with significant shareholders upon request .
| Committee | Role | 2024 Meetings |
|---|---|---|
| Nomination & Governance | Member | 2 |
| Audit | Not a member | 7 (committee activity context) |
| Compensation | Not a member | 8 (committee activity context) |
| Executive & Acquisitions | Not a member | 0 (committee activity context) |
| IT & Security | Not a member | 4 (committee activity context) |
Fixed Compensation
| Metric | 2024 Amount | Notes |
|---|---|---|
| Fees Earned/Paid in Cash ($) | — | Cash retainers were only paid to committee chairs and the Lead Independent Director ($75,000 each); Gupta did not receive cash fees |
| Stock Awards ($) | 300,163 | Non-employee directors elected restricted stock; grant target ~$300,000; 2024 awards vested on January 22, 2025 |
| Total ($) | 300,163 | Equity-only for non-chair directors |
| Restricted Stock Outstanding (#) | 1,102 | Each non-employee director had 1,102 restricted shares outstanding at 12/31/2024 |
Program features: Annual director equity grants targeted at ~$300,000; all non-employee directors chose restricted stock (not options) for 2024; committee chairs and the Lead Independent Director received an additional $75,000 cash payment .
Performance Compensation
Directors receive time-based equity (restricted stock) for annual service; no performance-based metrics are tied to director compensation, and all non-employee directors elected restricted stock rather than options in 2024 .
Vesting: 2024 director restricted stock awards vested on January 22, 2025 .
| Component | Performance Metrics | Vesting | 2024 Selection |
|---|---|---|---|
| Annual Director Equity Grant | None | Restricted stock; vest on schedule (2025-01-22) | Restricted stock (all directors) |
Other Directorships & Interlocks
- Current public company board: Mitek (NASDAQ: MITK) .
- Multiple current private/non-profit boards (SavvyMoney, Amount Inc., Solutions By Text, Capital Good Fund) .
- Board overboarding policy: CPAY guidelines expect no director to serve on more than four other public company boards unless the governance committee determines otherwise; Gupta’s disclosed public boards are within this limit .
Expertise & Qualifications
- Over 38 years in financial services and payments; extensive fintech, venture, and private equity experience .
- Senior operating leadership (Fiserv Group President; eFunds President); CEO experience (RevSpring); technology and consulting credentials via Fidelity and PwC .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Common Shares Beneficially Owned (#) | 2,173 | Less than 1% of outstanding shares |
| % of Shares Outstanding | <1% | Based on 70,249,923 shares outstanding (Feb 17, 2025) |
| Unvested Restricted Units (#) | 796 (excluded from beneficial ownership) | Subject to vesting; no voting or dispositive power until vesting |
| Restricted Stock Outstanding (#) | 1,102 | For each non-employee director at 12/31/2024 |
| Anti-Hedging/Pledging | Prohibited | Directors are prohibited from hedging or pledging CPAY stock |
| Director Stock Ownership Guideline | $1,250,000 | Must meet within five years of election; four newest directors expected to meet as required |
Section 16 compliance: CPAY disclosed late filings for certain insiders in 2024 but did not list Rahul Gupta among those with delinquent reports .
Governance Assessment
- Board effectiveness: Gupta’s seat on the Nomination & Governance Committee positions him in succession planning, director selection, governance structure, and ESG oversight, supporting Board refresh and alignment with shareholder priorities .
- Independence and attendance: Independent under NYSE rules, with at least 75% attendance; independent director executive sessions held at each in-person meeting, strengthening oversight culture .
- Pay alignment: Equity-only director compensation (no retainer cash unless chair/LID) aligns director incentives with shareholder value; vesting schedule ensures ongoing alignment and retention .
- Ownership alignment and safeguards: Robust director ownership guideline ($1.25M, five-year compliance window), plus prohibitions on hedging/pledging reduce misalignment risks; Gupta’s disclosed ownership is modest as a relatively new director, consistent with policy timelines .
- Conflicts/related-party exposure: CPAY maintains an audit committee–reviewed related-party transaction policy; no related-party transactions involving Gupta are disclosed; no compensation committee interlocks reported; overall, low conflict indicators from current disclosures .
- Shareholder governance context: A shareholder proposal to require an independent Board chair received 48% support in 2024 and remains active; while the Board opposes rigid separation, this reflects ongoing shareholder focus on independent Board leadership; as a governance committee member, Gupta’s perspective may be relevant to continued engagement on this topic .
RED FLAGS: None disclosed specific to Rahul Gupta. Monitoring areas include breadth of external board commitments (currently within CPAY’s public board limit) and any future related-party dealings—none disclosed to date .