Ellen Richey
About Ellen Richey
Ellen Richey, age 76, has served as an independent director of Cantaloupe, Inc. since April 2020. She is the former Vice Chair of Risk and Public Policy at Visa Inc., where she also served as Chief Risk Officer, Chief Legal Officer (concurrent in 2014), and Executive Vice President & Chief Enterprise Risk Officer. She holds a B.A. from Harvard University and a J.D. from Stanford University, and clerked for U.S. Supreme Court Justice Lewis F. Powell, Jr. .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Visa Inc. | Vice Chair of Risk & Public Policy | 2014–2019 | Oversaw enterprise risk, settlement risk, operational resilience, internal audit, and payments ecosystem integrity; member of senior executive committee; concurrently served as Chief Legal Officer in 2014 . |
| Visa Inc. | Chief Risk Officer | 2017–2019 | Led enterprise risk, compliance, audit; payment system risk oversight . |
| Visa Inc. | EVP & Chief Enterprise Risk Officer | 2007–2013 | Oversight of compliance, audit and risk teams; payment system risk/settlement risk . |
| U.S. Supreme Court | Law Clerk to Justice Lewis F. Powell, Jr. | 1979–1980 | High-level judicial experience; legal credentials . |
| Girl Scouts of Northern California | Board Chair | 2018–2022 | Nonprofit governance leadership . |
External Roles
| Organization | Role | Since | Committees/Impact |
|---|---|---|---|
| Green Dot Corporation (NYSE: GDOT) | Director | — | Chairs the Risk Committee since 2023; has chaired Nominating & Corporate Governance; risk oversight expertise . |
Board Governance
- Committee assignments (FY2025): Audit & Risk Committee member; Finance Committee member .
- Prior year committee leadership: Served as Compliance Committee Chair in FY2024 (committee existed in 2024 proxy; later rationalized into current four-committee structure) .
- Independence: Board determined eight of nine directors are independent; Richey is independent (CEO is the sole non-independent) .
- Attendance/engagement: Board and committees held 31 meetings in FY2025; all directors attended at least 75% of meetings; all directors attended the 2025 Annual Meeting; independent directors meet in executive session at least twice per year .
- Board structure: Independent, non-executive Chair (Douglas G. Bergeron); separate Chair/CEO roles; independent committee chairs across Audit, Compensation, NCG, Finance .
- Governance policies: Majority voting with mandatory resignation policy; Proxy Access; over-boarding restrictions; annual self-evaluations; strong anti-hedging policy; Nasdaq-compliant clawback policy .
Fixed Compensation
| Component | FY2025 Amount | Notes |
|---|---|---|
| Cash Fees (Richey) | $60,000 | No meeting fees; non-chair service has no additional cash retainers . |
| Program Chair Retainers (reference) | Audit Chair $25,000; Compensation Chair $10,000; NCG Chair $7,500; Finance Chair $10,000; Board Chair $35,000 | Richey was not a chair in FY2025 . |
Performance Compensation
| Equity Award | Grant Date | Shares/Options | Vesting | Grant-Date Fair Value |
|---|---|---|---|---|
| Annual Director RSUs | May 12, 2025 | 19,157 RSUs | Vest on first anniversary; prorated vesting on separation by completed calendar quarter | $100,000 |
| Director Stock Options | May 6, 2020 | 120,000 options | 25% vest on first anniversary; remaining 75% in equal quarterly installments over next three years; exercise price $6.49/share | — |
Program guidance indicates non-employee directors are eligible for annual RSU grants of approximately $150,000, vesting on the first anniversary, with prorated vesting upon separation by quarter; FY2025 reported RSU grant-date value for Richey was $100,000 .
Other Directorships & Interlocks
| Company | Role | Potential Interlocks/Notes |
|---|---|---|
| Green Dot Corporation | Director; Risk Committee Chair since 2023 | Payments sector expertise; no related-party transactions disclosed at CTLP involving Richey . |
Expertise & Qualifications
- Deep payments industry experience; senior risk, compliance, and audit leadership at Visa; technology and cybersecurity oversight experience .
- Legal credentials (J.D. Stanford; Supreme Court clerkship) supporting governance and compliance oversight .
- Risk committee leadership externally (Green Dot), and audit/risk committee service at CTLP .
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership (Common) | 198,319 shares; <1% of outstanding |
| Shares outstanding basis | 73,691,758 Common shares outstanding as of Sept 25, 2025 . |
| Outstanding director options | 120,000 options at $6.49 exercise price (2010 plan grant terms as described) . |
| Unvested RSUs (as of June 30, 2025) | 19,157 RSUs scheduled to vest May 12, 2025 . |
| Ownership guidelines | Directors must hold Common Stock equal to 5× annual cash retainer; 5-year compliance period . |
| Compliance status | All directors either in compliance or in grace period as of proxy date . |
| Anti-hedging | Directors prohibited from hedging or establishing short positions in CTLP securities . |
Governance Assessment
- Board effectiveness: Richey’s Visa risk leadership and external risk chair role at GDOT strengthen CTLP’s audit and risk oversight. Her FY2025 committee service on Audit & Risk and Finance aligns with core expertise, supporting oversight of internal controls, compliance, capital structure, and financing .
- Independence & engagement: Independent status with documented attendance at least 75% and full annual meeting participation, plus regular executive sessions, indicates active oversight and board discipline .
- Alignment & incentives: RSU grants and legacy options align incentives with shareholders; stock ownership guidelines (5× cash retainer) and compliance/grace status enhance alignment; anti-hedging and clawback policies mitigate misalignment risks .
- Conflicts & related parties: No related-party transactions disclosed involving Richey; broader related-party review notes a non-material advisory relationship for another director (Passilla) was pre-approved and disclosed, indicating functioning controls .
- Shareholder signals: Say-on-pay support exceeding 98% in prior year reflects broad investor confidence in compensation governance, indirectly supportive of board oversight quality .
Risk Indicators & Red Flags
- No disclosed related-party transactions, hedging, pledging, tax gross-ups, or option repricing involving Richey; company policy prohibits hedging and underwater option repricing; clawback policy is robust and non-discretionary .
- Attendance threshold met; independent chair and separated roles reduce key-man risk; periodic rotation of committee members considered .
Insider Trades (reference)
- Recent Form 4/A filings indicate an ownership update for Ellen Richey on 2025-05-13; external trackers show post-transaction reporting of share counts; for the most authoritative ownership, use CTLP’s proxy beneficial ownership table as of Sept 25, 2025 (198,319 shares) .
Compensation Program Context (company-wide)
- Compensation Committee uses a peer group across payments/fintech and related services to benchmark practices; policies include majority voting, proxy access, anti-hedging, and clawback; no excise tax gross-ups; no option repricing without shareholder approval .
Overall view: Richey’s risk and compliance pedigree, independent status, and committee alignment are positives for investor confidence. No material conflicts or attendance issues are disclosed. Equity ownership and guardrail policies (ownership guideline, anti-hedging, clawback) support alignment. Prior compliance committee leadership (FY2024) adds depth to governance oversight history .