Richard Macchia
About Richard Macchia
Independent director with deep finance and audit credentials; age 73 and on Corpay’s board since 2010. Former CFO and SVP of Administration at Internet Security Systems (1997–Oct 2006, through acquisition by IBM), with prior senior finance roles (principal financial officer and accounting officer) at MicroBilt Corporation and First Financial Management Corporation, and earlier audit partner experience at KPMG. Recognized for over 20 years in financial and information services and significant audit/accounting background .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Internet Security Systems, Inc. | Chief Financial Officer; SVP of Administration | 1997–Oct 2006 | Led finance through sale to IBM; information security domain expertise |
| MicroBilt Corporation | Senior executive roles including principal financial officer and accounting officer | Not disclosed | Financial services experience; public-company finance oversight |
| First Financial Management Corporation | Senior executive roles including principal financial officer and accounting officer | Not disclosed | Credit card processing/settlement expertise |
| KPMG | Audit & Assurance Partner | Not disclosed | Audit discipline; external assurance background |
External Roles
- No current public-company board directorships disclosed for Macchia in the proxy profile .
Board Governance
- Committee assignments: Audit Committee Chair and designated Audit Committee Financial Expert; member, Information Technology & Security Committee .
- Independence: Board determined all directors other than the CEO are independent under NYSE rules; Macchia is independent .
- Attendance: Board met 6 times in 2024; each director attended at least 75% of Board and applicable committee meetings .
- Executive sessions: Independent directors meet regularly in executive session at each scheduled in‑person Board meeting .
- Risk oversight: As Audit Chair, responsibilities include overseeing financial reporting, internal controls, related‑party transaction review/approval, and auditor independence; IT&S committee oversight covers cybersecurity, processing platform strategy, disaster recovery/business continuity .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $75,000 | Cash payment approved for committee Chairs/Lead Independent Director; reviewed annually |
| Meeting Fees | Not disclosed | Board reimburses actual meeting expenses |
Performance Compensation
| Equity Award | Grant Value ($) | Shares Outstanding at 12/31/2024 (#) | Vesting |
|---|---|---|---|
| Restricted Stock (annual director grant) | $300,163 | 1,102 | Vested on Jan 22, 2025 |
Directors could elect restricted stock or options for annual equity; all non‑employee directors elected restricted stock in 2024 .
Other Directorships & Interlocks
- Compensation Committee interlocks: Company discloses no compensation committee interlocks or insider participation; not specific to Macchia, but relevant to overall board governance quality .
Expertise & Qualifications
- Audit/finance: Over two decades across financial and information services; extensive audit/accounting background; Audit Committee Financial Expert designation .
- Technology/security: Executive experience at an information security provider (ISS), supports oversight of cybersecurity and IT controls as IT&S committee member .
- Payments/financial services: Prior roles at First Financial Management and MicroBilt align with Corpay’s industry .
Equity Ownership
| Metric | Value |
|---|---|
| Common Shares Beneficially Owned (#) | 12,215 |
| Right to Acquire (#) | 0 |
| Total Beneficial Ownership (#) | 12,215 |
| Percent of Outstanding Shares (%) | <1% |
| Unvested Restricted Units (#) | 796 (excluded from beneficial ownership; no voting/dispositive rights) |
| Anti‑hedging/pledging | Directors are prohibited from hedging or pledging Corpay stock |
| Director stock ownership guideline | $1,250,000 within five years of board service; six current non‑employee directors compliant as of 12/31/2024 (individual compliance not listed) |
Governance Assessment
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Strengths
- Audit Committee Chair and “financial expert,” enhancing financial reporting oversight and independence; independent director status reaffirmed annually .
- Attendance threshold met; independent directors hold regular executive sessions; committee structure covers cybersecurity, risk, compensation, and governance .
- Director pay aligns with shareholders via equity grants; anti‑hedging/pledging policy; elevated director stock ownership guideline ($1.25M) enhances alignment .
- Say‑on‑pay support ~90% in 2024, signaling broad investor confidence in board’s compensation oversight (committee chaired by another director) .
-
Potential conflicts/related‑party exposure
- Audit Committee explicitly reviews and approves related‑party transactions; the proxy does not disclose any related‑party transactions involving Macchia .
- No current public-company interlocks disclosed for Macchia; reduces network conflict risks .
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Watch items
- 2024 modification of CEO’s 2021 performance options was approved by the compensation committee (not audit), intended to align realized pay with shareholder returns; notable for compensation governance scrutiny though not attributable to Macchia’s committees .
- Attendance is disclosed as “≥75%” rather than exact rates; continued monitoring of individual director engagement advisable .
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Director compensation mix and signals
- 2024 cash fee ($75,000) tied to chair/LID roles plus equity grant ($300,163) indicates majority equity compensation for directors, a favorable alignment signal; all directors elected restricted stock over options for 2024 .
- Vesting in near term (Jan 2025) provides retention while maintaining exposure to share performance .