Karen Higgins-Carter
About Karen Higgins-Carter
Independent Class II director at International Money Express (Intermex/IMXI). Age 55. Appointed to the Board effective December 15, 2023; director since 2023. Former EVP, Chief Information & Digital Officer at Gilbane Building Company (2022–Oct 2024) and former CIO at Webster Financial Corporation (NYSE: WBS) (2018–2022). Dual degrees in Mechanical Engineering (BSME) and Economics & Business (BA) from Lafayette College; executive programs at MIT Sloan (Corporate Innovation; Blockchain Technologies) and Harvard (Cybersecurity). Holds CISSP and CSSLP credentials. Recognized as a cybersecurity/information technology expert on the Board. Independent under Nasdaq rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Gilbane Building Company | EVP, Chief Information & Digital Officer | 2022–Oct 2024 | Led enterprise digital and technology initiatives |
| Webster Financial Corporation (NYSE: WBS) | Chief Information Officer | 2018–2022 | Enterprise CIO for a public financial institution |
| MUFG Union Bank | Managing Director, Head of Office of the CIOO | Not disclosed | Senior technology leadership |
| Bridgewater Associates | Technology General Manager | Not disclosed | Technology operations leadership |
| JPMorgan Chase | Managing Director, Head of Consumer Risk Technology | Not disclosed | Led consumer risk technology |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Otsuka America Pharmaceutical, Inc. | Director | Since May 2022 | Compensation & Organizational Development committee member |
| Otsuka Pharmaceutical Development & Commercialization, Inc. | Director | Since May 2022 | Compensation & Organizational Development committee member |
Board Governance
- Independence: The Board determined Ms. Higgins-Carter is independent under Nasdaq rules; Intermex’s Board is fully independent except for the CEO. Lead Independent Director: Michael Purcell.
- Committee assignments: Member, Audit Committee (chair: Michael Purcell); Member, Nominating & Corporate Governance Committee (chair: Laura Maydón). Not a member of the Compensation Committee.
- Expertise fit: Company explicitly notes a cybersecurity expert on the Board; Audit Committee oversees enterprise risk, including cybersecurity and related-party transaction reviews—aligned with her background.
- Attendance and meetings: In 2024, the Board held 10 meetings with 98% aggregate director attendance; all directors attended the 2024 Annual Meeting (in person or remotely). Audit Committee met 5 times; Nominating & Corporate Governance Committee met 5 times.
- Policies: Anti-hedging and anti-pledging policy prohibits short sales, derivatives, hedging transactions, pledging, and margin accounts for directors/officers.
- Interlocks/related-party: No Compensation Committee interlocks; Audit Committee reviews related-party transactions.
Fixed Compensation
| Component | Details | Source |
|---|---|---|
| Annual cash retainer (independent directors) | $60,000 (effective Jan 1–July 25, 2024); $65,000 (effective July 26–Dec 31, 2024) | |
| Committee member fees | Audit Committee (non-chair): $12,500; Nominating & Corporate Governance (non-chair): $8,000 | |
| Committee chair fees (for reference; not applicable to Higgins-Carter) | Audit Chair: $25,000; Compensation Chair: $20,000; Nominating Chair: $16,000 | |
| Lead Independent Director fee (for reference) | $100,000 total (cash $50,000; equity $50,000), paid quarterly as restricted stock | |
| 2024 cash fees actually paid to Higgins-Carter | $83,000 |
Performance Compensation
| Equity element | Structure | 2024 Amount/Units | Vesting/Notes |
|---|---|---|---|
| Annual director equity grant | Time-based RSUs or restricted stock (no performance metrics) | $150,000 grant-date fair value for Higgins-Carter in 2024 | Vests on one-year anniversary or immediately prior to next annual meeting |
| Unvested RSUs held (as of 12/31/2024) | 7,336 RSUs (each independent director) | 7,336 | Vest on June 19, 2025 |
Note: Non-employee director equity is time-based; Intermex does not condition director equity on performance metrics.
Other Directorships & Interlocks
| Company | Public? | Role | Interlocks/Conflicts disclosed |
|---|---|---|---|
| Otsuka America Pharmaceutical, Inc. | No (private) | Director | None disclosed |
| Otsuka Pharmaceutical Development & Commercialization, Inc. | No (private) | Director | None disclosed |
- No other public company board service disclosed for Ms. Higgins-Carter. Board’s skills matrix and biography do not indicate other public directorships for her.
Expertise & Qualifications
- Cybersecurity/technology: CISSP and CSSLP; executive education in cybersecurity; identified as a cybersecurity expert on the Board.
- Financial services technology leadership: Former CIO of Webster Financial (public company) and senior roles at JPMorgan and MUFG Union Bank.
- Education: BSME and BA (Economics & Business) from Lafayette College; executive programs at MIT Sloan and Harvard.
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Total beneficial ownership | 11,064 shares | Includes 7,336 RSUs vesting within 60 days of 4/21/2025; “less than 1%” of shares outstanding |
| Ownership as % of outstanding | <1% | As disclosed by the company |
| Unvested/near-term vesting | 7,336 RSUs vesting by June 19, 2025 | Held by each independent director as of 12/31/2024 |
| Pledging/hedging | Prohibited by policy | No pledging allowed; no hedging/derivatives; no margin accounts |
| Director ownership guidelines | 5x annual base retainer | Applies to non-management directors; compliance required via retention if not met |
| Compliance status | All non-management directors in compliance (achieved or via required retention) | As of 12/31/2024 |
Governance Assessment
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Strengths and investor confidence signals
- Independent director with deep cybersecurity and enterprise IT experience; Board explicitly emphasizes cyber oversight and has a designated cybersecurity expert—aligned with Audit Committee’s risk mandate.
- Active committee roles (Audit; Nominating & Corporate Governance); robust committee meeting cadence in 2024 (5 each).
- Board-level attendance strong (98%) and full participation at 2024 Annual Meeting.
- Director pay structure balanced between cash and equity; time-based RSUs align with long-term ownership; ownership guidelines of 5x retainer and anti-hedging/pledging policy support alignment.
- No related-party transactions or legal proceedings disclosed for Ms. Higgins-Carter; no Compensation Committee interlocks.
-
Potential concerns / RED FLAGS
- None identified specific to Ms. Higgins-Carter in related-party transactions, legal proceedings, hedging/pledging, or attendance.
-
Overall view
- Ms. Higgins-Carter enhances Board effectiveness on cyber and technology oversight at a regulated, data-sensitive remittance company. Her independence, committee involvement (including Audit), and adherence to ownership/anti-hedging policies are supportive of investor alignment and governance quality.