Steven Stull
About Steven T. Stull
Independent director and Lead Independent Director of Corpay (CPAY); age 66; director since 2000. CEO and Co‑Founder of Advantage Capital Partners (private equity) since 1992, with prior roles as an investment executive heading the securities division at General American Life Insurance Company (nine years) and CFO of an information services company. He holds an MBA and a bachelor’s degree in finance and economics from Washington University in St. Louis, is a Fellow Life Management Institute/Master designee, and a CFA charterholder.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Advantage Capital Partners | CEO & Co‑Founder | Since 1992 | Firm has invested ~$4.1B across 900+ companies; extensive director experience on audit and compensation committees |
| General American Life Insurance Company | Investment executive; headed securities division | 9 years | Managed high yield, convertible, and preferred stock portfolios |
| Information services company | Chief Financial Officer | Not disclosed | Finance leadership role |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Various public and private companies | Director (member of audit and compensation committees) | Not disclosed | Board service breadth noted; specific current public company directorships not disclosed in proxy |
Board Governance
- Independence: Board determined all directors other than the CEO are independent; Stull is independent under NYSE rules and company guidelines .
- Lead Independent Director: Serves as LID since 2020; term renews annually; Board expects re‑appointment through the 2026 annual meeting. LID powers include presiding over executive sessions, liaising between independent directors and CEO/Chair, agenda coordination, and investor consultation .
- Committees: Member—Compensation Committee and Nomination & Governance Committee; not a chair. Compensation Committee (8 meetings in 2024). Governance Committee (2 meetings in 2024) .
- Attendance: Board met 6 times in 2024; each director attended at least 75% of Board and applicable committee meetings. Independent directors meet in executive session at each scheduled in‑person Board meeting, led by the LID .
- Compensation governance: Committee uses independent consultant (Exequity); no compensation committee interlocks or insider participation reported .
Fixed Compensation
| Component (2024) | Amount ($) | Detail |
|---|---|---|
| Cash fees | 75,000 | Cash payment for Lead Independent Director role (company practice awards $75K to committee chairs and LID) |
| Equity grant (restricted stock) | 300,163 | Grant date fair value; directors elected restricted stock (no options); vesting on Jan 22, 2025 |
| Total | 375,163 | 2024 director compensation total |
| Restricted shares outstanding (12/31/2024) | 1,102 | Per non‑employee director |
- Director stock ownership guideline: $1,250,000 within five years; six current non‑employee directors comply; four newest expected to meet within five years .
Performance Compensation
| Item | Structure | Metrics | Vesting |
|---|---|---|---|
| Director annual equity | Time‑based restricted stock | No performance metrics disclosed for directors | Vested Jan 22, 2025 |
Corpay prohibits director/executive hedging and pledging of company stock; no repricing or cashing out of underwater options; maintains clawback policies compliant with NYSE/SEC and supplemental misconduct clawback for prior periods .
Other Directorships & Interlocks
| Topic | Disclosure |
|---|---|
| Compensation Committee interlocks | None reported; no CPAY exec serves on boards where CPAY compensation committee members are executives |
| External public boards for Stull | Not specifically listed; proxy notes service on public and private boards, including audit and compensation committees |
Expertise & Qualifications
- Private equity and financial services leadership; deep investment experience across market cycles .
- Formal credentials: MBA; FLMI/M designation; CFA charterholder .
- Governance skills: audit and compensation committee experience; LID responsibilities including executive session leadership and investor engagement .
Equity Ownership
| Measure | Shares (#) | Notes |
|---|---|---|
| Common shares beneficially owned | 27,488 | |
| Right to acquire (options exercisable through Apr 18, 2025) | 9,449 | |
| Total beneficial ownership | 36,937 | |
| Percent of outstanding | <1% | |
| Direct holdings | 21,241 (of total common) | |
| Advantage Capital affiliated holdings | 6,247 (shared voting power; Stull disclaims beneficial ownership except to pecuniary interest) |
- Anti‑hedging/pledging policy applies to directors; no pledges disclosed; insider trading windows enforced .
- Director ownership guidelines: $1,250,000 minimum expected within five years of board service .
Governance Assessment
-
Positives:
- Independent LID role with defined authorities; routine executive sessions of independent directors; formal, published governance guidelines .
- Committee service on Compensation and Governance; use of independent compensation consultant; no interlocks; robust anti‑hedging/pledging and clawback policies .
- Director pay heavily equity‑based with time‑based vesting; stock ownership guideline aligns incentives; modest cash fee for LID duty .
-
Watch items / RED FLAGS:
- Tenure and role concentration: Shareholder proposal criticized combining Chair/CEO roles and questioned LID qualifications and long tenure; 48% support in 2024 indicates notable investor concern. Board opposes permanent separation but defends Stull’s qualifications; investors should monitor 2025 vote outcome and any governance changes .
- Potential related‑party sensitivity: Advantage Capital’s affiliated holdings introduce shared voting power considerations; no specific related‑party transactions disclosed, but ongoing audit committee oversight applies .
-
Shareholder sentiment:
- Say‑on‑pay approval nearly 90% in 2024; active shareholder outreach with committee chairs participating—a supportive indicator for compensation governance .