Adam Godfrey
About Adam Godfrey
Adam Godfrey (age 63) is an independent Class III director at International Money Express (Intermex) and has served on the board since 2018. He is Managing Partner and co‑founder (2012) of Stella Point Capital; previously he spent ~19 years at Lindsay Goldberg, serving on 12 portfolio-company boards. He holds a BA from Brown University and an MBA from Dartmouth’s Tuck School; he served on Schneider National’s board until March 2023 . The Board determined him to be an independent non‑employee director effective April 25, 2024, and he participates in IMXI’s director compensation program from that date .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Stella Point Capital | Managing Partner; co‑founder | Since 2012 | Leads sourcing/management of investments |
| Lindsay Goldberg (and predecessors) | Partner | ~19 years from 1992 | Served on 12 portfolio company boards |
| Schneider National, Inc. (NYSE: SNDR) | Director | Until March 2023 | Public company board experience |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| SPC Velir, LP | Director | Current | Private company board |
| Vereco Holdings, LLC | Director | Current | Private company board |
| Autoagent Holdings LLC | Director | Current | Private company board |
| TotalMed Holdings, LLC | Director | Current | Private company board |
| Qualified Digital LLC | Director | Current | Private company board |
| Schneider National, Inc. (NYSE: SNDR) | Director | Former (to Mar 2023) | Public company board |
Board Governance
- Independence: IMXI’s Board has determined Godfrey is independent under Nasdaq rules . Effective April 25, 2024, he is treated as an independent non‑employee director for compensation .
- Committee assignments: Compensation Committee member (with Bradford as chair; Purcell chair until June 23, 2024) ; Strategic Alternatives Committee member (with Bradford and Purcell (chair)) formed in 2024 .
- Attendance: Board held 10 meetings in 2024 (plus 4 unanimous written consents); directors attended or participated in 98% of aggregate Board and committee meetings; all directors attended the 2024 annual meeting .
- Board structure: Classified board; Lead Independent Director is Michael Purcell .
Fixed Compensation
| Component (FY2024) | Amount ($) | Notes |
|---|---|---|
| Fees earned or paid in cash | 46,375 | Includes $25,000 for service on Strategic Alternatives Committee |
| Stock awards (grant‑date fair value) | 150,000 | Director RSUs/time‑vested shares under 2020 Plan |
| Total | 196,375 | Sum of cash and equity |
| Unvested director RSUs (as of 12/31/2024) | 7,336 | Vest on June 19, 2025 |
Program design signals:
- Standard annual cash retainer and time‑vested equity grants (RSUs), with added fees for lead director/chairs/non‑chair committee roles; equity vests on one‑year cycle .
Performance Compensation
| Item | Detail |
|---|---|
| Performance metrics tied to director pay | None disclosed; director equity awards are time‑vested RSUs under the 2020 Plan (no PSU metrics for directors) |
For executives, the Company uses Adjusted EBITDA and cumulative Adjusted EPS for bonuses/PSUs; those do not apply to director compensation .
Other Directorships & Interlocks
- Public company boards: Former director at Schneider National (NYSE: SNDR) until March 2023 .
- Compensation Committee interlocks: None—Company reports no relationships requiring disclosure for committee members .
- Special appointment history: Godfrey was initially appointed under board designation rights in a 2018 Shareholders Agreement (affiliates with Godfrey and CEO Lisy); that agreement was terminated January 26, 2023, reducing potential affiliation influence .
Expertise & Qualifications
- Board skills matrix attributes Godfrey with: strategic planning, fintech/payments/remittance, other public company board experience, financial literacy, corporate governance, ESG & sustainability, and talent management .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Total beneficial ownership (common shares) | 92,164 | Less than 1% of shares outstanding |
| Ownership % of outstanding | <1% | Based on 30,127,597 shares outstanding (record date April 21, 2025) |
| Composition | 8,335 direct; 81,066 via RYALCO Partners (sole voting/dispositive power); 2,763 via Constance P Godfrey Living POA Trust (shared power); includes 7,336 RSUs deliverable within 60 days | |
| Anti‑hedging/anti‑pledging | Company policy prohibits hedging, pledging, short sales, derivatives, and margin accounts | |
| Director ownership guidelines | 5x annual base retainer; directors must retain 100% of shares until compliant; as of 12/31/2024, all directors comply via ownership or retention rule |
Governance Assessment
- Strengths:
- Independent director with private equity and transactional depth; serves on Compensation Committee and the ad hoc Strategic Alternatives Committee (indicative of engagement on value‑creation and transaction oversight) .
- High board/committee attendance overall and annual meeting participation bolster board effectiveness .
- Alignment features: time‑vested director equity, ownership guidelines (5x retainer), and strict anti‑hedging/pledging policy; directors reported in compliance at year‑end .
- No compensation committee interlocks or related‑party transactions involving Godfrey; prior shareholder designation rights ended in 2023, improving independence optics .
- Watch items:
- As Managing Partner at Stella Point Capital, monitor for any future related‑party exposure if portfolio companies become IMXI counterparties; currently, the Company discloses no such transactions since 2024 .
- Compensation Committee influence: ensure continued use of independent consultant (FW Cook, no conflicts) and robust pay‑for‑performance design remains intact; committee met 6x in 2024 .
No Section 16(a) delinquency noted for Godfrey in 2024; the Company reports timely filings generally, with late Form 4s limited to certain executives (not including Godfrey) .