Michael P. Monaco
ENCORE CAPITAL GROUPAbout Michael P. Monaco
Michael P. Monaco, age 77, is Encore Capital Group’s Non-Executive Chairman and independent director, serving on the Board since August 2014 . He is designated an Audit Committee Financial Expert and brings CPA credentials, former EVP & CFO of American Express (1990–1996), Vice Chairman of Cendant (1996–2000), Chairman & CEO of Accelerator LLC (2000–2002), and Senior Managing Director at CDG Group (2002–2017); he briefly served as Senior Advisor to FTI Consulting (2017–2018) . The Board separates Chair and CEO roles; Monaco provides independent leadership of the Board in oversight, risk, and governance .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| American Express Company | EVP & CFO | 1990–1996 | Led public company accounting, disclosure, risk management |
| Cendant Corporation | Vice Chairman | 1996–2000 | Senior leadership in financial services |
| Accelerator LLC | Chairman & CEO | 2000–2002 | Oversight of outsourcing business |
| CDG Group, LLC | Senior Managing Director | 2002–2017 | Restructurings/M&A; crisis & turnaround management |
| FTI Consulting, Inc. | Senior Advisor | Jul 2017–Apr 2018 | Post-acquisition advisory |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| iPayment, Inc. | Director | Not specified (prior) | Payments industry governance |
| International Securities Exchange | Director | Not specified (prior) | Market structure oversight |
| I.D. Systems, Inc. | Director | 2002–Jun 2014 | Public company directorship |
Board Governance
- Structure: Separate independent Chairman (Monaco) and CEO; Monaco leads the Board’s oversight, independent director executive sessions occur after regular Board meetings .
- Independence: The Board determined all directors other than the CEO (Masih) are independent under Nasdaq standards; all members of Audit, Compensation, and NCG Committees are independent .
- Committees and assignments:
- Monaco: Board member and Audit Committee member; Audit Committee meetings held 9 times in 2024 .
- Audit Committee chair: Richard P. Stovsky; members: Stovsky, Hannam, Hilzinger, Monaco .
- Attendance: The Board met 6 times in 2024; each incumbent director attended at least 75% of Board and applicable committee meetings; all current directors attended the 2024 annual meeting .
- Board/Committee evaluations: Annual self-evaluations; NCG oversees effectiveness reviews and succession planning; ESG oversight resides with NCG .
- Election performance (June 6, 2025): Monaco received 19,249,670 “For” votes; 525,571 “Withhold”; 937,589 broker non-votes .
- Related-party oversight: Audit Committee approves related person transactions; only indemnification agreements disclosed, no transactions above policy thresholds .
- Say-on-pay support: 98% “For” at 2024 meeting; 2025 advisory vote approved with 19,168,015 “For,” 489,661 “Against,” 117,565 “Abstain,” 937,589 broker non-votes .
Committee Assignments Table
| Committee | Role | Chair? | 2024 Meetings |
|---|---|---|---|
| Board | Non-Executive Chairman & Director | Chair of Board | 6 |
| Audit | Member; Audit Committee Financial Expert | No (Chair: Stovsky) | 9 |
| Compensation | — | — | 5 |
| Nominating & Corporate Governance | — | — | 4 |
| Risk | — | — | 4 |
Fixed Compensation
| Component | Amount | Detail |
|---|---|---|
| Board annual cash retainer | $75,000 | Standard for non-employee directors |
| Non-Executive Chairman cash retainer | $120,000 | Additional Chair role retainer |
| Committee member retainer | $10,000 per committee | Applies to Audit membership |
| Additional committee service fee | $1,000 per meeting (starting with 7th meeting/year per committee) | Recognizes unusually high activity |
| 2024 cash earned (Monaco) | $207,000 | Fees earned for Board/committee service |
| 2024 equity grant (Monaco) | $154,998 | Annual grant (fully vested on grant) |
Performance Compensation
| Performance Metric | Applied to Director Pay? | Vesting/Terms |
|---|---|---|
| Any performance-based metrics (e.g., ROIC, TSR) | No | Director equity is fully vested at grant; no performance conditions |
Director compensation emphasizes equity over cash, with fully vested stock/DSUs to align with shareholders; no performance hurdles are used for directors .
Other Directorships & Interlocks
| Company | Current Public Board? | Committee Roles | Interlocks/Conflicts |
|---|---|---|---|
| iPayment, Inc. | Prior director (no current disclosure) | Not disclosed | None disclosed |
| International Securities Exchange | Prior director | Not disclosed | None disclosed |
| I.D. Systems, Inc. | Prior director (2002–June 2014) | Not disclosed | None disclosed |
| Compensation interlocks | — | — | None in 2024 among Compensation Committee members |
Expertise & Qualifications
- Audit Committee Financial Expert; CPA .
- Senior public company finance experience: EVP & CFO at American Express; Vice Chairman at Cendant .
- Turnaround and M&A experience (CDG Group); governance leadership as non-executive Chairman .
- Risk management, disclosure, financial systems management expertise .
Equity Ownership
| Item | Value | Notes |
|---|---|---|
| Beneficial ownership (shares) | 36,046 | As of April 11, 2025 |
| Ownership as % of outstanding | <1% | Denoted “* less than one percent” |
| RSUs/DSUs outstanding | 36,046 | Fully vested deferred issuance RSUs/DSUs |
| Director ownership guideline | 5x annual Board cash retainer | Applies to all non-employee directors |
| Guideline compliance | All directors met ownership requirements | As of year-end |
| Hedging/pledging policy | Prohibited for directors | Insider trading policy bans hedging/pledging |
Governance Assessment
- Strengths:
- Independent Board leadership (separate Chair/CEO), annual evaluations, independent committees, ESG oversight via NCG .
- Monaco’s deep financial expertise, CPA designation, Audit Committee Financial Expert status; membership on Audit Committee supports robust financial oversight .
- Strong shareholder signals: director election support; consistent Say-on-Pay approvals (98% in 2024; approved again in 2025) .
- Alignment: director equity fully vested at grant; DSU usage; ownership guidelines met; hedging/pledging prohibited .
- Related-party controls: Audit Committee reviews; no related person transactions disclosed above thresholds; only indemnification agreements noted .
- Watch items:
- Age 77 implies succession planning for the Chair role should remain active (NCG oversees succession) .
- Audit Committee workload high (9 meetings); continued engagement is required; attendance threshold met by incumbents .
RED FLAGS: None disclosed regarding related-party transactions, share pledging, hedging, or compensation interlocks; no director attendance shortfalls reported; director compensation structure appears standard and market median .