Ronald Clarke
About Ronald Clarke
Ronald F. Clarke is Chair and Chief Executive Officer of Corpay (CPAY), serving as CEO since August 2000; he previously held senior roles at AHL Services, Automatic Data Processing, Booz Allen Hamilton, and GE. He is 69 and has overseen rebranding to Corpay and multi-segment expansion, with 2024 results at revenue $4.0B (+6% YoY), adjusted EPS $19.01 (+12% YoY), and adjusted EBITDA over $2.1B (+7% YoY), and long-term compound growth since IPO of 17% revenue CAGR and 19% adjusted EPS CAGR; management’s mid-term objective is 10% revenue and 15–20% adjusted EPS growth annually . The Board has a Lead Independent Director and majority-independent composition; a shareholder proposal for an independent chair was on the 2025 agenda, reflecting governance focus on CEO/Chair dual-role mitigants .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| AHL Services, Inc. | President & COO | Not disclosed | Operating leadership experience in services; relevant to scaling Corpay |
| Automatic Data Processing (ADP) | Chief Marketing Officer; Division President | Not disclosed | Deep go-to-market and product leadership in HR/payroll; informs B2B payments strategy |
| Booz Allen Hamilton | Principal | Not disclosed | Strategy consulting pedigree; supports M&A and corporate development rigor |
| General Electric Company | Marketing Manager | Not disclosed | Fortune 100 operating discipline and marketing foundations |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Dayforce, Inc. (NYSE: DAY) | Director | Not disclosed | Cross-industry insight into HCM software and payments adjacencies |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | 1,176,923 | 1,200,000 | 1,200,000 |
| Traditional Cash Bonus Offered? | Yes (paid in 2022) | No | No (replaced by equity-denominated annual bonus) |
Notes:
- Corpay eliminated traditional cash bonus opportunities for NEOs in 2024, replacing with an Annual Bonus Equity Incentive denominated and settled in shares .
Performance Compensation
CEO Annual Bonus Equity Incentive (2024)
| Metric | Weighting (%) | Target ($mm) | Threshold | Target | Max | 2024 Actual ($mm) | % of Target Earned | Vesting |
|---|---|---|---|---|---|---|---|---|
| GAAP Revenue, as adjusted | 34 | 4,125.4 | 4,042.9 | 4,125.4 | 4,207.9 | 4,068.9 | 66% | Vested Feb 14, 2025 (CEO bonus equity awards) |
| Cash Net Income | 33 | 1,382.2 | 1,354.6 | 1,382.2 | 1,409.8 | 1,418.2 | 200% | Vested Feb 14, 2025 |
| M&A and Other Transactions (aggregate signed value) | 33 | 1,000.0 | 500.0 | 1,000.0 | 2,000.0 | 1,404.0 | 140% | Vested Feb 14, 2025 |
| Total Target Shares | — | — | — | — | — | — | 6,609 target; 6,676 paid after 25% negative discretion (8,902 formulaic less 2,226 reduction) | Vested Feb 14, 2025 |
- The compensation committee exercised negative discretion to reduce formulaic CEO bonus equity payout by 25% for 2024 .
CEO Company Annual Equity Incentive (2024)
| Metric | Target Value ($) | Target Shares (#) | Payout Shares (#) | Adjusted EPS-COMP Result | Payout % | Vesting |
|---|---|---|---|---|---|---|
| Adjusted EPS-COMP (three-point scale) | 5,900,000 | 21,661 | 22,667 | $19.49 vs $19.40 target | 104.64% | Ratable over three years for CEO |
CEO Long-Term Equity Incentive (2024)
| Grant | Structure | Target Shares (#) | Performance Period | Max Payout % | Vesting |
|---|---|---|---|---|---|
| 2024 LTI | Performance shares on Adjusted EPS-COMP growth | 10,831 | 3 years (ending 12/31/2026) | 200% | Cliff vest at year 3 if earned |
Equity Ownership & Alignment
Beneficial Ownership and Alignment
| Ownership Component | Amount | Notes |
|---|---|---|
| Total Beneficial Ownership (#) | 3,266,151 | Includes common, restricted, and vested options through 4/18/2025 |
| Ownership as % of Shares Outstanding | 4.58% | Based on 70,249,923 shares outstanding as of 2/17/2025 |
| Common Shares Owned (#) | 2,265,767 | Direct ownership |
| Restricted Shares (#) | 40,384 | Voting but not dispositive power |
| Vested Options to Purchase (#) | 960,000 | Right to acquire through 4/18/2025 |
| Stock Ownership Guideline | 6x base salary for CEO | Company policy; hedging and pledging prohibited |
Anti-hedging and pledging: Corpay prohibits executive hedging and pledging of company stock; no excise tax gross-ups; robust clawback policies (NYSE rule compliance and supplemental misconduct clawback) .
Outstanding Awards and Unvested Equity (as of 12/31/2024)
| Award Type | Details | Quantity/Terms | Market/Payout Value ($) |
|---|---|---|---|
| Stock Options (Exercisable) | Grant 1/20/2016 | 250,000 @ $114.90 exp 1/20/2026 | — |
| Stock Options (Exercisable) | Grant 1/25/2017 | 850,000 @ $150.74 exp 1/25/2027 | — |
| Time-Based Shares (Unvested) | Granted 2/14/2024 | 21,661 (CEO) ratable over 3 years | 7,330,516 (at $338.42) |
| Long-Term Performance Shares (Unvested) | 3-year period | 10,831 (target) | 3,665,427 (at $338.42) |
| Annual Bonus Equity (Unvested at 12/31/24) | 2024 award | 6,609 target shares | 2,236,618 (at $338.42) |
Insider liquidity indicator: In 2024, Clarke exercised 1,575,000 options, realizing $236.6M of value; 6,745 shares vested from stock awards with $1.88M realized value, signaling significant monetization of equity during the year .
Employment Terms
| Term | Key Provision | Quantitative Detail |
|---|---|---|
| Start/Role | CEO since Aug 2000 | Director since 2000; Chair & CEO dual role |
| Agreement Structure | 2010 employment agreement; auto-renews annually | Minimum base salary $687,500 |
| Severance (No Cause) | Cash + benefits | 150% of then-current base salary paid over 12 months; COBRA premiums; continuation of life/disability coverage during severance period |
| Non-Compete/Non-Solicit | Duration and scope | During employment + 1 year post-termination; confidentiality/IP; mutual non-disparagement |
| Change-in-Control Definition | 2010 Plan-based | Asset sale, merger/combination, 30% voting power acquisition, Board turnover majority, liquidation/dissolution (as defined) |
| Good Reason (post-CoC) | Qualifying changes | Significant diminution of duties; ≥10% comp reduction; relocation >25 miles; material travel increase |
| Equity Acceleration | Double-trigger | If awards not continued/assumed at CoC or termination without cause/for good reason within 2 years post-CoC, unvested awards accelerate; partial vesting upon retirement/death/disability for non-CEO NEOs |
Quantified Potential Payments (Assumed event on 12/31/2024)
| Scenario | Severance ($) | Equity Acceleration ($) | Benefits ($) | Total ($) |
|---|---|---|---|---|
| Termination without cause | 1,800,000 | — | 28,799 | 1,828,799 |
| Termination for good reason or without cause following CoC | 1,800,000 | 20,563,076 | 28,799 | 22,391,875 |
Board Governance
- Board service: Clarke has been a director since 2000 and serves as Chair; he receives no additional director compensation for Board service .
- Committee roles: Clarke chairs the Executive & Acquisitions Committee; not a member of Audit/Compensation/Governance/IT Security committees .
- Independence and oversight: The Board is majority independent with a Lead Independent Director; all independent directors meet NYSE independence requirements; directors meet in executive session regularly .
- Board activity: Six Board meetings were held in 2024; each director attended ≥75% of Board/committee meetings .
- Dual-role implications: A shareholder proposal to require an independent Chair was on the 2025 agenda; the company cites Lead Independent Director and declassified Board as mitigants .
Director Compensation (non-employee directors; for comparison context)
- Annual equity grants ~ $300,163 grant-date fair value per director for 2024; $75,000 cash to committee chairs and Lead Independent Director; Clarke receives no director compensation due to executive status .
Compensation Structure Analysis
- Mix shift to equity: In 2024, Corpay eliminated traditional cash bonuses, replacing with equity-settled annual bonus, increasing alignment with shareholder returns; CEO equity comprised long-term performance shares with 3-year performance periods and time-based shares; more than 50% of aggregate NEO equity was performance-based in 2024 and 2025 .
- Option modification and cancellation: In 2024, the company canceled 300,000 of Clarke’s 2021 options ($400 hurdle) and modified the $350 hurdle options to require ≥$350 close for at least 3 trading days by 12/31/2024; the $350 criterion was achieved on 10/23/2024; management asserts modification did not increase realized pay beyond original intent; incremental fair value recognized in 2024 .
- Governance controls: No repricing of underwater options; robust anti-hedging/pledging; clawback policies exceeding Dodd-Frank; pay levels target peer-median cash with above-median equity for CEO; independent consultant (Exequity) engaged .
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay: ~90% approval; continued outreach with compensation committee chair and other independent leaders participating; disclosures enhanced on incentive metrics and rationale .
- CEO pay ratio: 558:1 vs median global employee; 349:1 vs median U.S.-based employee, highlighting compensation positioning, with heavy equity components .
Performance & Track Record
- 2024 performance: Record revenue $4.0B (+6%), adjusted EPS $19.01 (+12%), adjusted EBITDA over $2.1B (+7%); organic revenue +8% and sales +22%; $2.6B deployed for M&A and buybacks .
- Strategic progress: Rebrand to Corpay; scaling Corporate Payments monetizing $170B spend; expectation for segment to reach ~40% of revenue by end of 2025 and >50% within a few years .
- Long-term growth: 2010–2024 revenue CAGR 17% and adjusted EPS CAGR 19% since IPO; stock price reached an all-time high in early 2025 per proxy narrative .
Equity Ownership & Insider Selling Pressure
| Activity (2024) | Shares/Value | Implication |
|---|---|---|
| Options exercised | 1,575,000 shares; $236,600,700 realized | Significant liquidity event; potential selling pressure risk when large exercises occur |
| Stock vested | 6,745 shares; $1,883,676 value | Ongoing vesting contributes to supply; mitigated by repurchases strategy |
Anti-pledging policy reduces alignment risks; insider trading windows and policies enforced; no hedging allowed .
Employment & Contracts (Retention Risk)
- CEO severance: 150% base salary + benefits on termination without cause; double-trigger equity acceleration post-CoC; 1-year non-compete/non-solicit .
- Quantified change-in-control exposure: $22.39M total potential payout (severance + equity acceleration + benefits) if terminated without cause or for good reason after CoC trigger .
Compensation Committee Analysis
- Committee members: Joseph W. Farrelly (Chair), Annabelle Bexiga, Thomas M. Hagerty, Hala G. Moddelmog, Steven T. Stull; all independent under NYSE rules; eight meetings in 2024 .
- Independent advisor: Exequity reviewed for independence and conflicts; none identified .
- Peer group: ADP, Broadridge, Ceridian, Equifax, Euronet, Fair Isaac, FIS, Fiserv, Global Payments, Intuit, Jack Henry, Mastercard, Paychex, Paycom, SS&C, WEX .
Equity Ownership & Alignment Details
| Policy/Guideline | Requirement | Status/Notes |
|---|---|---|
| Executive stock ownership | CEO 6x base; CFO 4x; others 3x | Company reports other NEOs are compliant/on track; CEO guideline not explicitly stated as compliant |
| Hedging/Pledging | Prohibited | Applies to all directors/officers; top alignment safeguard |
| Clawback | NYSE policy + supplemental misconduct | Mandatory recovery of excess incentive-based compensation on restatement; supplemental misconduct clawback pre-10/2/2023 |
Investment Implications
- Alignment signals: Heavy equity-based compensation, performance shares with multi-year periods, anti-hedging/pledging, and rigorous clawbacks support pay-for-performance and shareholder alignment; CEO equity ownership of 4.58% is substantial .
- Trading signals: 2024 option exercises totaling 1.575M shares and $236.6M realized value indicate meaningful insider liquidity events that can contribute to short-term selling pressure; monitoring future Form 4s is prudent .
- Governance risk/mitigants: CEO/Chair dual-role is balanced by a Lead Independent Director, majority-independent Board, declassification, and active shareholder engagement; an independent chair proposal on the ballot suggests continuing investor scrutiny of the dual role .
- Retention and change-in-control economics: CEO’s quantified double-trigger exposure (~$22.4M) is material but within typical ranges for large-cap fintech; severance at 150% base salary is below-market by company’s own characterization and mitigates excessive guaranteed pay .
- Red flags/observations: 2021 option hurdle modification (and partial cancellation) for CEO in 2024 warrants close attention; the committee provides rationale and asserts alignment, but such changes are often scrutinized by governance-focused investors . Positive say-on-pay (~90%) and disclosure enhancements temper concerns .
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