John Rincon
About John Rincon
Independent director (Class II) at International Money Express, Inc. (Intermex) since 2018; age 60. Founder of Intermex Wire Transfer, LLC (1994), serving as Chairman and President until 2006; prior director of the predecessor entity (1994–2017). Currently Chairman of Rincon Capital Partners (founded 2007). The Board identifies him as independent and as an “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Intermex Wire Transfer, LLC (predecessor) | Founder; Chairman & President | 1994–2006 | Founder-operator background in remittance and telecom |
| Intermex predecessor entity | Director | 1994–2017 | Continuity into public-company transition |
| International Money Express, Inc. | Director (Class II) | 2018–present | Independent director; Audit and Compensation Committees; Audit Committee financial expert |
| Rincon Capital Partners (private) | Chairman | 2007–present | Private investment firm leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Rincon Capital Partners | Chairman | 2007–present | Private investment firm |
| Latin American Investment Holdings, Inc. (LAIH) | Sole owner and director | — | Entity from which IMXI repurchased 100,000 shares on 3/12/2025 |
Board Governance
- Independence: Board determined Rincon is independent under Nasdaq rules.
- Board structure: Classified board; Rincon is Class II; board size eight; Class II terms expire at 2026 annual meeting.
- Committees: Audit Committee (member; committee chaired by Michael Purcell) and Compensation Committee (member; committee chaired by Debra Bradford).
- Financial expertise: Board designated Rincon as an “audit committee financial expert.”
- Attendance: In 2024, the Board held 10 meetings; directors attended 98% of aggregate Board and committee meetings; all directors attended the 2024 annual meeting.
- Lead Independent Director: Michael Purcell.
- Related-party oversight: Audit Committee reviews related-party transactions under a written policy.
Fixed Compensation (Director)
| Metric (FY 2024) | Amount |
|---|---|
| Fees earned or paid in cash | $85,000 |
| Stock awards (grant-date fair value) | $150,000 |
| Total | $235,000 |
Program reference points:
- Standard annual cash retainer for independent directors: $60,000 (Jan 1–Jul 25, 2024), increasing to $65,000 (Jul 26–Dec 31, 2024).
- Committee fees (non-chair): Audit $12,500; Compensation $10,000 (annualized).
- Annual director equity grant: $145,000 (through Jul 25, 2024) increasing to $150,000 (thereafter); vests on the one-year anniversary or immediately prior to the next annual meeting.
Performance Compensation (Director Equity)
| Item | Detail |
|---|---|
| 2024 stock awards (grant-date value) | $150,000 |
| Unvested director RSUs outstanding at 12/31/2024 | 7,336 RSUs; vest 6/19/2025 |
| Equity vesting convention | Director equity vests on one-year anniversary or immediately before next annual meeting |
Other Directorships & Interlocks
- Public company directorships: None disclosed for Rincon in the proxy.
- Strategic Alternatives Committee (2024): Members were Godfrey, Bradford, and Purcell (chair); Rincon was not a member.
- Compensation consultant: FW Cook engaged by Compensation Committee; Committee determined no conflicts of interest (relevant to committee independence where Rincon serves).
Expertise & Qualifications
- Skills matrix identifies Rincon with Strategic Planning and Business Development; CEO/Executive Management & Leadership; Risk Oversight & Compliance; FinTech/Payments/Remittance; International/Emerging Markets; Financial Literacy; Audit Committee Financial Expert; Corporate Governance; ESG & Sustainability; Talent Management.
- The Board also notes he qualifies as an “audit committee financial expert.”
Equity Ownership
| Item | Amount |
|---|---|
| Total beneficial ownership | 300,588 shares (<1% of outstanding) |
| Of which held via LAIH (100% owned by Rincon) | 255,288 shares |
| Direct holdings | 45,300 shares (includes 7,336 RSUs deliverable within 60 days as of 4/21/2025) |
| Shares outstanding (reference date for table) | 30,127,597 (as of 4/21/2025) |
Ownership alignment policies:
- Stock ownership guidelines: Non-management directors must hold stock equal to 5x annual base retainer; as of 12/31/2024, all non-management directors are in compliance or meeting retention requirements.
- Anti-hedging/anti-pledging: Company policy prohibits directors and executives from hedging or pledging company stock and from holding securities in margin accounts.
Related-Party Transactions (Conflicts Review)
| Date | Counterparty | Transaction | Pricing Detail |
|---|---|---|---|
| 3/12/2025 | Latin American Investment Holdings, Inc. (100% owned by Rincon) | Company repurchased 100,000 IMXI shares in a privately negotiated transaction | $13.30 per share, 2.6% discount to last reported sale price on 3/10/2025 |
| Policy oversight | Audit Committee reviews and approves related-party transactions per policy; also may be approved by a majority of disinterested directors. |
Note: The existence and pricing of the LAIH repurchase are disclosed; the policy framework requires approval and is designed to ensure arm’s-length terms. Investors may assess independence and recusal practices given Rincon’s Audit Committee membership and beneficial ownership via LAIH.
Governance Assessment
- Strengths: Independent director with deep founder/operator knowledge of remittances and payments; designated audit committee financial expert; serves on Audit and Compensation Committees; Board-wide attendance was strong in 2024 (98%) and all directors attended the annual meeting. These support oversight capability and engagement.
- Alignment: Director compensation is equity-heavy (stock awards $150k exceeded cash fees $85k in 2024), and the company imposes robust ownership and anti-hedging/pledging policies, indicating alignment with shareholders.
- Watch items / potential red flags: Related-party repurchase from Rincon’s wholly owned LAIH (100,000 shares at a discount to market) merits ongoing monitoring for process rigor (independence of approval, recusal) even under the company’s related-party policy. Concentration of roles (Audit and Compensation Committees) alongside founder status and beneficial holdings via LAIH may draw investor scrutiny on conflict management.