Corey E. Thomas
LPL Financial HoldingsAbout Corey E. Thomas
Corey E. Thomas (age 48) is an independent director of LPL Financial Holdings Inc. (LPLA), serving on the Board since 2019; he sits on the Audit and Risk Committee and the Nominating and Governance Committee . He is Chair of the Board and Chief Executive Officer of Rapid7, Inc., and holds a B.E. from Vanderbilt University and an M.B.A. from Harvard Business School . The Board has affirmatively determined he is independent under Nasdaq rules . In 2024 the Board held 12 meetings, and each director met at least 75% attendance of Board and assigned committees during their service period .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Rapid7, Inc. | Chair of the Board and Chief Executive Officer | CEO since Oct 2012; Director since Oct 2012 | General management, strategy, cybersecurity, sales/marketing; prior COO informed operations oversight |
| Rapid7, Inc. | Chief Operating Officer (various roles culminating in COO) | Nov 2008 – Sep 2012 | Led operations across multiple product delivery models; technology and go‑to‑market execution |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Rapid7, Inc. | Chair of the Board and Chief Executive Officer | Current | Public company; technology/cybersecurity |
| Blue Cross Blue Shield of Massachusetts | Director | Current | Nonprofit private health insurance company |
| Federal Reserve Bank of Boston | Director | Current | Regional Federal Reserve Bank board |
| Catalyst Partners Acquisition Corp. | Director | Past 5 years | Public SPAC (prior service) |
Board Governance
- Committee assignments: Audit and Risk Committee; Nominating and Governance Committee (both comprised solely of independent directors) .
- Independence: Board determined Mr. Thomas is independent under Nasdaq rules .
- Attendance and engagement: Board held 12 meetings in 2024; each director attended at least 75% of Board and applicable committee meetings; the 2024 annual meeting was attended by all nominees (one telephonically) .
- Committee activity levels (context for engagement): Audit and Risk Committee met 8 times in 2024; Nominating and Governance Committee met 4 times .
- Related‑party oversight: Audit and Risk Committee oversees related party transaction policy and enterprise/cybersecurity risk; Internal Audit reports to the committee .
- Ownership alignment controls: Director stock ownership guideline = 5x cash retainer; as of Mar 24, 2025, all non‑employee directors satisfied the guideline; pledging/hedging of LPLA stock by directors is prohibited .
- Overboarding policy: Directors who are CEOs of public companies are expected to serve on no more than two public boards (including their own); Mr. Thomas serves on Rapid7 and LPLA, which fits the policy .
Fixed Compensation
| Component | Amount / Structure | Notes |
|---|---|---|
| Annual service retainer (non‑employee director) | $285,000 total; $100,000 cash (or shares at director election) + $185,000 in restricted stock | Equity portion increased by $30,000 in 2024 to align with peer median . |
| Committee fees – Audit & Risk | Chair: $30,000; Member: $15,000 (cash) | Paid quarterly . |
| Committee fees – Compensation | Chair: $25,000; Member: $12,500 (cash) | Paid quarterly . |
| Committee fees – Nominating & Governance | Chair: $20,000; Member: $10,000 (cash) | Paid quarterly . |
| Chair of the Board retainer | $140,000 (cash) | Context (not applicable to Mr. Thomas) . |
| 2024 individual compensation – Corey E. Thomas | Cash/fees: $126,546; Stock awards (grant date fair value): $187,779; Total: $314,325 | Cash figure includes value of fully vested shares elected in lieu of cash; stock valued at $268.64 per share on grant date . |
Performance Compensation
| Equity Type | Grant Value / Shares | Vesting | Notes |
|---|---|---|---|
| Restricted stock (2024 annual grant) | $187,779 grant date fair value; 699 shares | Vests in full on May 21, 2025 (day before 2025 AGM) | Grant under 2021 Omnibus Plan; dividends accrue; aligns director and shareholder interests . |
| Options / PSUs | Not disclosed for directors | N/A | Director program is retainer + time‑vested equity; no performance metrics or options disclosed for directors . |
The Company permits directors to elect shares in lieu of the cash retainer and to defer cash/equity retainers into deferred stock units; no director made a 2024 deferral election .
Other Directorships & Interlocks
| Company | Relationship to LPLA | Interlock/Conflict Considerations |
|---|---|---|
| Rapid7, Inc. (Chair & CEO) | Unrelated industry (cybersecurity) | No interlocks disclosed; independence affirmed by LPLA Board . |
| Blue Cross Blue Shield of Massachusetts (Director) | Unrelated industry (health insurance) | Not a public company; no interlocks disclosed . |
| Federal Reserve Bank of Boston (Director) | Public‑interest role | No interlocks disclosed . |
| Catalyst Partners Acquisition Corp. (Past 5 yrs) | SPAC (prior) | No current interlock disclosed . |
Expertise & Qualifications
- CEO experience at a public company; strategic oversight of information technology and cybersecurity; global sales/marketing; multi‑model product delivery; prior COO (operational depth) .
- Adds risk oversight and cyber competence to Audit and Risk Committee remit; Nominating and Governance Committee benefits from executive‑level strategy and organizational management perspective .
Equity Ownership
| Holding Type (as of 12/31/2024) | Amount |
|---|---|
| Restricted stock (unvested) | 699 shares (2024 grant) |
| Deferred stock units – Unvested | 0 units |
| Deferred stock units – Vested | 11,831 units |
| Ownership guideline | 5x cash retainer; all non‑employee directors were in compliance as of Mar 24, 2025 |
| Pledging/hedging | Prohibited for directors under Insider Trading Policy |
Governance Assessment
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Strengths
- Independent director with CEO‑level cybersecurity expertise; serves on Audit & Risk and Nom/Gov, aligning skills with risk and governance oversight needs .
- Strong alignment features: meaningful annual equity grant; 5x retainer ownership guideline met; anti‑pledging/hedging; proxy‑access and majority voting framework .
- Engagement: Board met 12x; committees active (A&R 8x; N&G 4x); directors met ≥75% attendance; directors are expected to attend annual meetings and did so in 2024 .
- Overboarding risk mitigated by policy: as a sitting public‑company CEO, he serves on exactly two public boards (Rapid7 and LPLA), consistent with LPLA’s limits .
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Watch‑items / potential red flags
- Time commitments: dual role as Rapid7 Chair & CEO plus LPLA board requires sustained capacity; however, LPLA’s overboarding policy threshold is observed .
- Related‑party exposure: Audit & Risk Committee oversees a related‑party transaction policy; no specific related‑party transactions for Mr. Thomas are described in the cited sections; continue monitoring annual “Certain Relationships and Related Party Transactions” disclosure .
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Compensation structure signals (director program)
- Increased equity portion of director retainer by $30,000 for 2024 to align with peer median, modestly shifting mix further toward equity and shareholder alignment .
- Director equity is time‑based RS (no performance metrics), which is typical for outside directors and avoids pay‑for‑performance distortions in board oversight .
Overall implication: Mr. Thomas brings differentiated cyber/technology risk expertise and public‑company CEO experience to LPLA’s risk and governance oversight, with alignment reinforced by equity ownership policies and prohibited hedging/pledging. Overboarding risk appears managed under LPLA policy; no disclosed related‑party conflicts in the proxy sections reviewed .