Robert Lisy
About Robert Lisy
Robert W. Lisy, 67, is Chairman, Chief Executive Officer, and President of International Money Express, Inc. (Intermex), serving as a director since 2018 and leading Intermex and its predecessors since 2009; he holds a B.S. in Finance from Cleveland State University . Under his tenure, 2024 results were mixed: revenue was $658.6M (flat YoY), net income $58.8M (-1.2% YoY), adjusted EBITDA $121.3M (+1.1% YoY), and diluted EPS rose to $1.79 (+9.8% YoY) . Pay-versus-performance data show CEO “compensation actually paid” at $2.57M in 2024 (vs SCT total $6.04M) and cumulative TSR of $173 on a $100 base since 12/31/2019, with net income of $58.8M and adjusted EBITDA of $121.3M in 2024, tying incentives to Adjusted EBITDA and Adjusted EPS trajectories .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Intermex / predecessors | Chairman, CEO & President | Since 2009 | Led expansion of omnichannel remittance model and execution against Adjusted EBITDA/Adjusted EPS-based incentives . |
| Vigo Remittance Corp. | Chief Marketing & Sales Officer | ~3 years | Senior role in money transfer/bill pay segment . |
| Western Union | Sales, Marketing, Operations roles | 7+ years | Increasing responsibility in global remittances . |
| Direct Express/Paystation America | Founding Partner; COO; Board member | Through 2000 sale | Built prepaid debit solutions; sale to American Payment Systems in 2000 . |
External Roles
- No current public company directorships disclosed for Mr. Lisy beyond IMXI; he previously served on predecessors’ boards and was a board member at Direct Express/Paystation America .
Fixed Compensation
| Component | 2022 | 2023 | 2024 | Forward Terms |
|---|---|---|---|---|
| Base Salary ($) | 1,000,000 | 1,000,000 | 1,000,000 | Increases to $1,050,000 (2025), $1,102,500 (2026), $1,157,625 (2027) per CEO agreement . |
| Target Bonus (% of Salary) | 125% | 125% | 125% | CEO bonus measured 100% on Adjusted EBITDA; individual goals may be used per agreement . |
| Actual Bonus ($) | 1,432,638 | 1,125,000 | 837,500 | 2024 full-year Adj. EBITDA was below target; CEO payout at 67% of target . |
Performance Compensation
- Annual incentive structure (2024): CEO bonus 100% tied to Adjusted EBITDA; threshold 90% of target (0% below), target 100% (100% payout), max 115% (150% payout). Quarterly components also used; final full-year Adj. EBITDA was $121.3M vs $125.8M target; CEO payout 67% of target ($837,500) .
- Long-term incentives (LTI): 50% time-based (RSA/RSU) + 50% performance (PSU) with 3-year cumulative Adjusted EPS targets; payout 0–200% of target; vesting requires continued service (retirement carve-out for CEO) .
| Metric (2024 AIP) | Weight | Target | Actual | Payout % | Payout $ |
|---|---|---|---|---|---|
| Adjusted EBITDA | 100% | $125.8M | $121.3M | 67% | 837,500 |
| 2024 LTI Grants (CEO) | Grant Date | Instrument | Shares (Target) | Fair Value ($) |
|---|---|---|---|---|
| Annual RSA | 02/15/2024 | RSA | 98,731 | 2,100,000 |
| Annual PSU (3-yr Adj. EPS) | 03/01/2024 | PSU | 108,978 (thr 50%, max 200%) | 2,100,000 |
| 2022 PSU Outcome (Earned/Certified in 2024) | Target PSUs | Performance Metric | Earned % | Shares Earned |
|---|---|---|---|---|
| 2-year cumulative Adjusted EPS (2022–2023) | 69,930 | $3.75 vs target curve | 125.7% | 87,902 |
Notes:
- RSAs/RSUs generally vest in 4 equal annual installments from grant date anniversary; PSUs vest based on performance over 3-year periods with service through year 3; no payout if below threshold .
- CEO retirement after age 66 with notice: awards continue to vest on original schedules, subject to performance where applicable (material for retention/succession risk) (note 3) .
Equity Ownership & Alignment
| Category | Detail |
|---|---|
| Total Beneficial Ownership | 787,611 shares; 2.6% of outstanding (as of 4/21/2025) . |
| Ownership Breakdown | 322,531 shares via Hawk Time Enterprises LLC; 339,032 via Robert Lisy Family Revocable Living Trust; 126,048 directly; excludes unvested awards noted below (4). |
| Unvested Time-Based Equity (12/31/2024) | RSAs unvested: 22,054 (2021 grant), 46,700 (2022), 58,367 (2023), 98,731 (2024) . |
| Unvested Performance Equity (Target) | PSUs (target) unvested: 77,821 (2023 cycle), 108,978 (2024 cycle) . |
| 2024 Vested Stock | 152,761 shares vested; realized value $2,610,559 . |
| Hedging/Pledging | Hedging and pledging of company stock prohibited for executives/directors . |
| Ownership Guidelines | CEO must hold 5x base salary; company reports all NEOs in compliance (via holdings or 50% retention policy) . |
| Insider Liquidity Event | Company repurchased 175,000 shares from Mr. Lisy on 3/11/2024 at $19.11 (5% discount to same-day close), ~$3.3M total . |
Vesting cadence implications:
- RSAs from 2021–2024 create multi-year, stair-stepped vesting through 2025–2028; PSUs from 2023–2024 settle post 3-year performance periods, adding potential performance-share deliveries in 2026–2027, subject to Adjusted EPS outcomes .
Employment Terms
| Term | CEO Economics / Covenants |
|---|---|
| Agreement term | Amended & restated effective 1/1/2024; expires 12/31/2027; auto one-year renewals unless 90-day notice . |
| Salary step-ups | $1.05M (2025), $1.1025M (2026), $1.157625M (2027) . |
| Annual bonus | Target 125% of salary; based on budgeted Adjusted EBITDA and individual goals as reasonably agreed (bonus measured 100% on Adj. EBITDA under 2024 plan design) . |
| Equity awards | Annual RSA and PSU grants; 2024 values $2.1M each; 2025+ targeted increases (e.g., $2.225M in 2025; $2.3375M in 2026; ≥$2.3375M in 2027) subject to Committee approval . |
| Restrictive covenants | Non-compete 2 years post-employment; non-solicit 2 years; confidentiality (indefinite); mutual non-disparagement (perpetual) . |
| Retirement treatment | If Mr. Lisy retires after age 66 with 6 months’ notice, all awards continue vesting on original schedule, subject to performance (note 3) . |
| Clawback | SEC/Nasdaq-compliant clawback adopted in 2023; SOX 304 also applies . |
| Hedging/pledging | Prohibited by trading policy . |
| 280G gross-ups | Company states no change-of-control/280G tax gross-ups for employees . |
Potential payments upon termination (as of 12/31/2024):
| Scenario | Cash Severance | Equity Treatment (12/31/2024 snapshot) |
|---|---|---|
| Termination without Cause / Good Reason | $4,500,000 (2x salary+target bonus, paid over 2 years) | $1,080,674 estimated equity value vesting per plan (timing/methods per agreements) . |
| Death or Disability | — | $6,325,509 equity acceleration (assumes target for PSUs unless performance certified) . |
| Retirement (as defined) | — | $6,325,509 equity continues to vest on original schedules; PSUs at target assumption for illustration . |
| Change-in-control (awards not assumed) | — | $6,325,509 full vesting . |
| CIC assumed + termination w/o Cause (≤2 years) | $4,500,000 | Full vesting per double-trigger provisions . |
Notes: CIC equity treatment follows plan forms—unassumed awards accelerate; assumed awards accelerate upon qualifying termination; PSUs convert to RSUs or settle at target/actual as applicable .
Board Governance
- Roles: Combined Chairman and CEO structure; Board cites benefits of unified leadership and information flow; Lead Independent Director (Michael Purcell) provides counterbalance with agenda/meeting oversight and executive session leadership .
- Independence: Board reports fully independent directors except CEO; committees (Audit, Compensation, Nominating/Governance) composed entirely of independent directors .
- Committees:
- Audit (Chair: Purcell; members: Higgins-Carter, Fernández, Rincon; several “financial experts”) .
- Compensation (Chair: Bradford; members: Maydón, Godfrey, Purcell, Rincon; advisor FW Cook, no conflicts) .
- Nominating & Corporate Governance (Chair: Maydón; members: Bradford, Higgins-Carter, Fernández, Purcell) .
- Attendance: 10 board meetings in 2024; 98% aggregate attendance; directors attended the 2024 annual meeting .
- Dual-role implications: Combined CEO/Chair raises typical independence concerns; mitigations include a Lead Independent Director and fully independent key committees; anti-hedging/pledging and clawback policies also strengthen governance .
- Director fees: Officer-directors (e.g., Mr. Lisy) do not receive additional director compensation .
Compensation Structure Analysis
- Mix and directionality:
- Fixed salary was flat in 2024; LTI opportunity increased per new CEO agreement (to $4.2M in 2024 vs $4.0M in 2023), increasing equity-at-risk component (note 2) .
- Annual bonus paid below target in 2024 (67% of target) versus higher prior-year payouts (2023: $1.125M), reflecting Adj. EBITDA shortfall vs target .
- PSUs remain 50% of LTI and target three-year Adjusted EPS, indicating stronger linkage to earnings quality and share performance than EBITDA-only plans; 2022 cycle paid 125.7%, evidencing above-target performance during that window .
- Governance features: No stock option usage for executives; no option repricing; prohibition on hedging/pledging; clawback in place; no 280G gross-ups; director comp caps; these reduce shareholder-unfriendly risks .
- Share pool overhang: A&R 2020 Plan seeks +2.52M shares; fully diluted overhang would be ~13.7% post-approval (as of 3/31/2025), a factor for dilution sensitivity and compensation cost monitoring .
Say-on-Pay & Shareholder Feedback
- Company is seeking 2025 advisory approval “FOR” NEO compensation; historical vote outcomes not provided in the 2025 proxy .
Risk Indicators & Red Flags
- Legal proceedings: None reported for directors/executives in prior 10 years .
- Hedging/pledging: Prohibited, reducing misalignment risk .
- Related-party transactions: 2024 share repurchase from CEO (175,000 shares) at a 5% discount; 2025 repurchase from an entity controlled by a director (2.6% discount); both disclosed and approved under related-party policy .
- Section 16 compliance: One late Form 4 filing for each of Messrs. Aguilar, Bende, Hunt, and Lisy in 2024 .
Compensation Peer Group (Benchmarking)
- 2024 peer set includes 16 companies such as EVERTEC, Green Dot, LendingClub, Enova, World Acceptance, CSG Systems, Triumph Financial, and others; FW Cook advises; no conflicts found . Intermex revenue and market cap were near peer medians at time of approval .
Expertise & Qualifications
- Education: B.S. Finance, Cleveland State University .
- Industry experience: 30+ years in retail financial services, remittances, and payments; senior roles at Western Union and Vigo; founder/operator experience at Direct Express .
- Board leadership: Chair of IMXI board; long-standing operational expertise in core market .
Investment Implications
- Pay-for-performance alignment: CEO bonus fully tied to Adj. EBITDA and LTI 50% PSUs on 3-year Adj. EPS support outcome-based pay; 2024 below-target bonus vs prior years signals discipline when targets are missed; 2022 PSU earnout at 125.7% indicates past over-delivery on EPS .
- Retention/succession: At 67 and with a favorable retirement vesting clause (continued vesting post-retirement), succession planning and timing merit attention; near-term vesting waves (2021–2024 RSAs; 2023–2024 PSUs) may reduce incremental retention pressure but elevate potential future share deliveries .
- Insider selling pressure: Anti-pledging mitigates forced selling; however, the 2024 negotiated repurchase by the company provided significant CEO liquidity; monitor future personalized liquidity events and trading plans for signals .
- Dilution/overhang: Proposed equity plan increase lifts overhang to ~13.7%, necessitating scrutiny of share usage, PSU achievement calibrations, and future burn rates vs peers .
- Governance balance: Combined CEO/Chair role is countered by a Lead Independent Director and fully independent committees; clawback and anti-hedging/pledging policies are strong mitigants; one late Form 4 is a minor compliance blemish .
- Trading watchlist: Track say-on-pay outcome, PSU trajectory (three-year Adj. EPS), updated CEO comp in 2025–2027, and any leadership transition signaling; monitor related-party repurchases or insider sales and execution of strategic initiatives tied to digital expansion .
All data sourced from IMXI 2025 DEF 14A unless noted. Citations: [1:x] refer to the 2025-04-30 DEF 14A document chunks above.