Thomas Hagerty
About Thomas M. Hagerty
Thomas M. Hagerty (age 62) is an independent director of Corpay, Inc. (CPAY) serving since 2014. He is a Managing Director at Thomas H. Lee Partners, L.P., a leading private equity firm, since 1994, bringing managerial and strategic expertise in corporate finance and significant public company board experience (current boards: Dayforce, Inc.; Fidelity National Financial, Inc.; Dun & Bradstreet Holdings, Inc.) . CPAY’s Board states all directors other than the CEO are independent under NYSE rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Thomas H. Lee Partners, L.P. | Managing Director | Since 1994 | Private equity leadership; corporate finance and value creation expertise |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Dayforce, Inc. (NYSE: DAY) | Director | Current | CPAY interlock: CEO Ronald F. Clarke also serves on Dayforce’s board; CPAY director Gerald Throop is Lead Independent Director at Dayforce |
| Fidelity National Financial, Inc. (NYSE: FNF) | Director | Current | Public company board experience |
| Dun & Bradstreet Holdings, Inc. (NYSE: DNB) | Director | Current | Public company board experience |
Interlocks: CPAY’s Ronald F. Clarke (CEO) and Gerald Throop (director) also serve on Dayforce’s board, creating multiple shared directorships with Hagerty that may influence information flow across companies .
Board Governance
- Independence: The Board determined all directors other than the CEO meet CPAY’s independence standards and NYSE listing rules .
- Attendance and engagement: The Board held 6 meetings in 2024; each director attended at least 75% of all Board and applicable committee meetings. Independent directors meet regularly in executive session at each scheduled in-person Board meeting, led by the Lead Independent Director .
- Committee assignments: Hagerty is a member of the Compensation Committee and Executive & Acquisitions Committee (not a chair) .
- Committee activity and scope:
- Compensation Committee held 8 meetings in 2024; responsibilities include reviewing/approving executive compensation goals and levels, administering incentive plans, approving policies (ownership guidelines, clawback, hedging/pledging), and selecting the independent compensation consultant .
- Executive & Acquisitions Committee held no meetings in 2024; it addresses capital expenditures, investments, acquisitions/dispositions, and financing as needed between Board meetings .
- Lead Independent Director structure: Board opposed a 2025 shareholder proposal to mandate an independent Chair, citing the existing Lead Independent Director role and robust governance practices; Steven T. Stull serves as Lead Independent Director, with defined powers and responsibilities .
| Committee | Hagerty Role | Meetings in 2024 | Notes |
|---|---|---|---|
| Compensation | Member | 8 | Independent-only committee; uses independent consultant; policy oversight |
| Executive & Acquisitions | Member | 0 | Addresses urgent transaction/finance items between Board meetings |
Fixed Compensation
| Director | Fees Earned/Paid in Cash ($) | Committee Chair/Lead Director Cash ($) | Equity Grants ($) | Total ($) |
|---|---|---|---|---|
| Thomas M. Hagerty | — | — | 300,163 | 300,163 |
| Notes: |
- In February 2024, the Board approved cash payments of $75,000 for each committee Chair and the Lead Independent Director; Hagerty was not a chair or Lead Independent Director in 2024 .
- Non‑employee directors could elect restricted stock or stock options for annual equity; all opted for restricted stock .
- Director compensation table values reflect grant-date fair value under ASC 718 .
Sources: Director compensation table .
Performance Compensation
| Instrument | Grant Structure | Grant-Date Fair Value ($) | Vesting | Restricted Shares Outstanding at 12/31/2024 (#) |
|---|---|---|---|---|
| Restricted Stock (annual director grant) | Equity award in lieu of cash bonus/retainer | 300,163 | Vested January 22, 2025 | 1,102 |
Notes:
- All non‑employee directors had 1,102 restricted shares outstanding at 12/31/2024; awards vest per annual schedule (2024 grants vested 1/22/2025) .
- No option awards were elected by directors in 2024 (available but all directors chose restricted stock) .
Other Directorships & Interlocks
| Company | Relationship to CPAY | Interlock Detail |
|---|---|---|
| Dayforce, Inc. (NYSE: DAY) | External board service | Hagerty serves as director; CPAY’s CEO Ronald F. Clarke is also a Dayforce director; CPAY director Gerald Throop is Lead Independent Director at Dayforce |
| Fidelity National Financial (NYSE: FNF) | External board service | Hagerty serves as director (no additional CPAY interlock disclosed) |
| Dun & Bradstreet Holdings (NYSE: DNB) | External board service | Hagerty serves as director (no additional CPAY interlock disclosed) |
Expertise & Qualifications
- Corporate finance and private equity leadership (Managing Director at THL Partners since 1994); extensive experience enhancing value at large, growth-oriented companies .
- Substantial public company board experience (DAY, FNF, DNB) .
Equity Ownership
| Holder | Common Shares Owned (#) | Right to Acquire (#) | Total Beneficial Ownership (#) | % of Outstanding |
|---|---|---|---|---|
| Thomas M. Hagerty | 9,222 | — | 9,222 | <1% |
Notes:
- Beneficial ownership percentages are based on 70,249,923 shares outstanding as of Feb 17, 2025 .
- Director stock ownership guideline: $1,250,000 within five years of becoming a director; six current non‑employee directors are in compliance (individual compliance status not specified) .
- Anti-hedging and pledging policy: directors prohibited from hedging or pledging CPAY common shares .
Sources: Beneficial ownership tables and footnotes ; ownership guideline ; anti‑hedging/pledging policy .
Governance Assessment
-
Strengths:
- Independence and engagement: Hagerty is independent; Board/committees met regularly, with executive sessions led by the Lead Independent Director .
- Compensation oversight: As a Compensation Committee member, Hagerty participates in governance of executive pay, including policy oversight (ownership guidelines, clawbacks, hedging/pledging) and selection/review of an independent consultant; Exequity reviewed with no identified conflicts .
- Ownership alignment: Director compensation is primarily equity-based; annual grants of restricted stock align director interests with shareholders .
- Risk controls: Prohibitions on hedging/pledging by directors; related‑party transaction review/approval resides with Audit Committee .
-
Watch items:
- Interlocks: Multi‑director interlock at Dayforce (Hagerty, Clarke, Throop) heightens information flow and potential perceived conflicts; monitor for any related‑party transactions or strategic overlaps disclosed in future filings .
- Board leadership vote signal: A 2024 shareholder proposal seeking an independent Chair received 48% support; the Board again recommends “AGAINST” in 2025, emphasizing Lead Independent Director structure. Elevated support indicates investor focus on independent leadership and director effectiveness .
- Attendance disclosure: Only “≥75%” attendance threshold disclosed (no per‑director detail); maintain vigilance for consistent engagement in high‑frequency committees (Compensation held 8 meetings in 2024) .
Related-Party Transactions (Conflicts)
- Policy: Audit Committee reviews/approves transactions ≥$120,000 involving related persons (directors/executives, 5%+ holders, and immediate family) .
- Disclosure: The proxy describes policy and oversight but does not disclose any Hagerty‑specific related‑party transactions with CPAY for 2024 .
Director Compensation Structure Details
| Element | CPAY Practice | Hagerty 2024 Detail |
|---|---|---|
| Annual equity grant | Directors elect restricted stock or options; all chose restricted stock | Restricted stock grant; $300,163 grant-date fair value; 1,102 restricted shares outstanding at 12/31/2024; vested 1/22/2025 |
| Cash fees | $75,000 cash for each committee Chair and for Lead Independent Director | Not applicable (member only; no chair/LID fees in 2024) |
| Ownership guideline | $1,250,000 within 5 years | Individual compliance not disclosed; Board reports 6 directors compliant overall |
| Expenses | Reimbursement of actual Board meeting expenses | Applies to all directors |
| Hedging/pledging | Prohibited for directors | Applies to all directors |
Compensation Committee Analysis Context (for Hagerty’s committee work)
- Independent consultant: Exequity engaged; independence assessed, no conflicts identified .
- Committee responsibilities: Approves executive compensation goals/levels; severance/change‑in‑control arrangements; incentive plan administration; and policy oversight (ownership, clawback, hedging/pledging) .
Say‑on‑Pay & Shareholder Feedback (Governance signal)
- Say‑on‑pay approval: 2024 say‑on‑pay received nearly 90% support; committee continued shareholder outreach including committee chair participation .
- Board chair proposal: 2025 shareholder proposal for independent Chair; Board recommends “AGAINST”; substantial investor interest in leadership structure persisted after 48% support in 2024 .
Risk Indicators & Red Flags
- Hedging/pledging: Explicit prohibition for directors reduces alignment risk .
- Committee interlocks: No compensation committee interlocks disclosed (no executive serving on a board where CPAY committee members are executives) .
- Leadership structure scrutiny: Ongoing investor pressure for independent Chair (48% support in 2024) suggests attention on board independence and oversight rigor .