John M. Morphy
INSPERITYAbout John M. Morphy
Independent director of Insperity, Inc. (NSP) since 2016; age 77. Former Senior Vice President, CFO, Secretary and Treasurer of Paychex (1996–2011), later VP Finance until retirement in 2012; prior CFO of Goulds Pumps; VP & Controller at Computer Consoles; started career at Arthur Andersen. He holds a B.S. in Accounting from LeMoyne College and is a CPA (since 1973). Board role: Member, Finance, Risk Management & Audit Committee (designated audit committee financial expert). Independence: Board classifies him as an independent director. Attendance: All directors attended ≥75% of Board/committee meetings in 2024; all then-current directors attended the 2024 annual meeting.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Paychex, Inc. (Nasdaq: PAYX) | SVP, CFO, Secretary & Treasurer; later VP Finance | CFO Oct 1996–Jun 2011; VP Finance Jun 2011–Jan 2012 | Led finance, legal, IR, purchasing, real estate, travel; deep HR/payroll industry expertise |
| Goulds Pumps, Inc. | CFO; later Group VP, Industrial Products | CFO 1985–1993; Group VP through 1995 | Public industrial co. finance leadership |
| Computer Consoles, Inc. | VP & Controller | 1976–1985 | Financial controls leadership |
| Arthur Andersen & Co. | Accountant | Early career | Public accounting foundation; CPA since 1973 |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Inforte Corp. (public at time) | Director | Apr 2003–Aug 2004 | Board experience in consulting/demand management |
Board Governance
- Committee assignments: Finance, Risk Management & Audit Committee member; designated “audit committee financial expert” by the Board. Not a chair.
- Independence: Affirmatively determined independent by the Board (except CEO Sarvadi and former executive Rawson).
- Attendance and engagement: Board met six times in 2024; all directors participated in ≥75% of meetings of the Board and their committees; all then-current directors attended the prior annual meeting. Executive sessions of non-management and independent directors held regularly.
- Lead Independent Director structure in place (currently Timothy Clifford) with defined responsibilities, enhancing independent oversight.
Fixed Compensation
Policy (non-employee directors):
| Component | 2024 Amount |
|---|---|
| Annual Board retainer (cash or stock, at director’s option) | $85,000 |
| Finance, Risk & Audit Committee member retainer | $15,000 |
| Annual committee chair fees (for reference) | Audit Chair $25,000; Comp Chair $15,000; N&CG Chair $15,000 |
| Lead Independent Director retainer (for reference) | $42,500 |
| CEC Liaison (for reference) | $35,000 |
| Annual director equity (unrestricted shares at annual meeting) | Target FMV $190,000 |
2024 actual (John M. Morphy):
| Item | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 98,750 |
| Stock Awards (unrestricted shares) | 188,472 |
| Total | 287,222 |
Notes:
- Directors may elect to take retainers in cash or stock; reasonable expenses reimbursed.
Performance Compensation
| Feature | Detail |
|---|---|
| Equity award type | Annual grant of unrestricted common shares at the annual meeting (no vesting/performance conditions) |
| 2024 policy value | $190,000 aggregate fair value per director |
| Plan governance changes (proposed) | First Amendment to Incentive Plan would require a minimum one‑year vesting for non‑employee director awards (with limited exceptions; annual meeting awards may vest by the earlier of one year or next annual meeting ≥50 weeks later) |
Implication: Moving to minimum vesting on director equity is a governance-positive shift that strengthens alignment and reduces optics of immediate liquidity.
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current public company boards | None disclosed for Morphy |
| Prior public company boards | Inforte Corp., Director (2003–2004) |
| Compensation Committee interlocks | None reported for 2024; Morphy is not on the Compensation Committee |
| Potential interlocks with customers/suppliers/competitors | None disclosed for Morphy in 2024 |
Expertise & Qualifications
- CFO/finance leadership across public companies; deep HR/payroll outsourcing sector experience via Paychex.
- CPA; designated audit committee financial expert; strengthens oversight of financial reporting, controls, and auditor interactions.
- Broad governance/risk oversight exposure through Audit Committee mandate (cybersecurity, data privacy, ESG, sustainability) at NSP.
Equity Ownership
| Metric | Amount |
|---|---|
| Shares beneficially owned (Apr 4, 2025) | 7,633 (<1% of shares outstanding) |
| Unvested RSUs | 0 (— in proxy table) |
| Options (exercisable) | 0 (none of these individuals held options exercisable) |
| Pledged shares | None disclosed for Morphy; pledging by directors is restricted and only Sarvadi/Rawson hold approved pledges |
| Hedging policy | Hedging prohibited for employees/directors |
| Director ownership guideline | 5x annual cash retainer; directors are in compliance or expected to be within the allowed time |
Governance Assessment
-
Strengths
- Independent director with robust finance pedigree; designated audit committee financial expert; sits on key risk/finance oversight committee.
- Solid engagement culture (≥75% attendance by all directors; executive sessions and Lead Independent Director structure).
- Director pay structure balanced (cash retainer plus equity), with prospective enhancement via minimum vesting for director awards.
- No related-party transactions or pledging/hedging concerns disclosed for Morphy, supporting independence and alignment.
- Shareholder support context: Say‑on‑pay received >98% approval in 2024, signaling broad confidence in compensation governance.
-
Watch items
- Originally appointed pursuant to an agreement with a former significant stockholder (historical linkage); however, current Board independence determinations classify Morphy as independent.
- Classified (staggered) board structure persists at company level (not director-specific), which some investors view as entrenchment; mitigated by resignation policy upon failure to receive majority support.
Related-Party Transactions (Conflict Check)
- NSP discloses PEO services provided to entities related to certain insiders (Clifford, Rawson, Sarvadi). No such transactions are disclosed involving John M. Morphy.
Director Compensation Structure (Detail)
| Component | Amount | Notes |
|---|---|---|
| Board retainer | $85,000 | Cash or stock at director’s option |
| FRMA Committee member | $15,000 | Morphy is a member |
| Annual equity grant | $190,000 | Unrestricted shares; recognized for 2024 at $188,472 for Morphy |
No options or performance-conditioned director awards reported; directors can elect equity/cash mix for retainers.
RED FLAGS
- None identified specific to John M. Morphy for FY2024: no related-party dealings, no pledging, no hedging, independent status, and strong audit credentials.