W. Philip Wilmington
INSPERITYAbout W. Philip Wilmington
W. Philip Wilmington, age 66, is an independent director of Insperity (NSP) who joined the Board in May 2024 and serves on the Compensation Committee; he is a Class II director with a term expiring at the 2027 Annual Meeting of Stockholders . He previously served as Vice-Chairman of Workday, Inc. (2018–May 2024), after roles as Co-President (2015–2018) and EVP, Field Operations (joined 2015), and holds a bachelor’s degree in marketing from Bradley University . His career spans leadership in HCM/enterprise software at Workday, PeopleSoft, OutlookSoft, and Tidemark Systems, bringing sales, operations, and go-to-market expertise directly relevant to Insperity’s HR solutions .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Workday, Inc. (Nasdaq: WDAY) | Vice-Chairman | 2018–May 2024 | Senior strategic leadership in HCM software; partner ecosystem context relevant to NSP’s Workday partnership . |
| Workday, Inc. | Co-President | 2015–2018 | Led global field operations and growth initiatives . |
| Workday, Inc. | EVP, Field Operations | Joined Feb 2015 | Go-to-market and sales leadership . |
| Tidemark Systems, Inc. | President & COO | Sep 2012–Jan 2015 | Corporate performance management software operations . |
| OutlookSoft | Chief Executive Officer | 2005–2007 | Enterprise performance management leadership . |
| PeopleSoft | EVP, Americas; Co-President (remainder of 2004) | EVP: 2000–Oct 2004; Co-President late 2004 | Senior leadership at enterprise software pioneer . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Privately-held bank | Director | 2007–2019 | Board service (private company) . |
| Bradley University | Board of Trustees (prior service) | Not specified | Governance experience in academia . |
| Other current public company boards | — | — | None disclosed in the 2025 proxy . |
Board Governance
- Independence and Class/Term: The Board determined committee members meet NYSE independence standards; Wilmington is an independent director, Class II, term expiring in 2027 .
- Committee assignment: Compensation Committee member; the committee met five times in 2024 (chair: Timothy Clifford) .
- Attendance and engagement: The Board met six times in 2024; all directors participated in at least 75% of Board and committee meetings during their service period; executive sessions of independent directors are held regularly under the Lead Independent Director (currently Timothy T. Clifford) .
- Committee structure: Three standing committees—Finance, Risk Management & Audit; Compensation; Nominating & Corporate Governance—each with adopted charters and independent membership .
- Compensation governance: The Compensation Committee (which includes Wilmington) oversees pay programs and engages an independent compensation consultant; committee interlocks with management of other companies were none in 2024 .
Fixed Compensation
- 2024 Director fee schedule (electable in cash or stock): Board retainer $85,000; Compensation Committee member retainer $10,000; Compensation Committee chair fee $15,000; Finance, Risk Management & Audit member $15,000 and chair fee $25,000; Nominating & Corporate Governance member $5,000 and chair fee $15,000; Lead Independent Director $42,500; CEC Board Liaison $35,000 .
| 2024 Director Fee Schedule | Amount |
|---|---|
| Board annual retainer | $85,000 |
| Compensation Committee member | $10,000 |
| Compensation Committee chair | $15,000 |
| FRM&A Committee member | $15,000 |
| FRM&A Committee chair | $25,000 |
| Nominating & Corp Gov member | $5,000 |
| Nominating & Corp Gov chair | $15,000 |
| Lead Independent Director | $42,500 |
| CEC Board Liaison | $35,000 |
| 2024 Director Compensation (Actual) | Fees Earned ($) | Stock Awards ($) | Options ($) | Other ($) | Total ($) |
|---|---|---|---|---|---|
| W. Philip Wilmington | 31,667 | 188,891 | — | — | 220,558 |
Notes: New directors receive a pro-rated initial equity award; all non-employee directors receive annual grants of unrestricted common stock with aggregate fair value set at $190,000 for 2024, based on the prior-day closing price; awards do not contain vesting restrictions (recognized fully in the year of grant) .
Performance Compensation
- Director equity: Annual director award of unrestricted shares (fair value $190,000 for 2024); Wilmington’s reported stock award value for 2024 was $188,891; no vesting restrictions or options were granted to directors in 2024 .
| Item | Detail |
|---|---|
| Annual director equity design | Unrestricted common shares (no vesting restrictions) |
| 2024 annual grant value | $190,000 (value set by prior-day close) |
| Wilmington 2024 stock awards (reported value) | $188,891 |
| Options to directors in 2024 | None |
- Compensation Committee oversight metrics (for NEO pay programs): The committee weighted 2024 annual bonus metrics 70% to growth/profitability and 30% to execution of the Workday partnership initial planning phase; actual results and definitions below .
| 2024 Annual Bonus Metrics (NEOs) | Weight | Threshold → Target → Max | Actual Result | Payout/Modifier |
|---|---|---|---|---|
| Adjusted EBITDAIC (in $mm) | 30% | $285.3 → $338.6 → $371.5 | $345.5 | 119% |
| Growth in Avg WSEEs Paid (PWEE Growth) | 30% | 0% → 2.5% → 3.0% | 1.4% | 43% |
| WX Employee Growth (Traditional payroll solution) | 10% | 14% → 21% → 28% | 14.6% | 29% |
| Workday Partnership Strategy (initial planning phase) | 30% | 16 → 24 → 36 points | 27 points | 125% |
- Long-term incentive (NEOs): 2024 LTIP awards weighted 75% Adjusted EBITDA (three one-year periods) and 25% Relative TSR vs an 18-company peer group; RTSR payouts capped at 100% if company TSR is negative .
| 2024 LTIP Metrics (NEOs) | Weight | Performance Period | Notes |
|---|---|---|---|
| Adjusted EBITDA | 75% | 2024–2026 (three 1-year tranches) | Adjustments include stock-based comp, prepaid SaaS implementation, etc. |
| Relative TSR (vs peer group) | 25% | 2024–2026 (full period) | Payout capped at 100% if absolute TSR negative |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Wilmington |
| Compensation Committee interlocks | None in 2024 among current directors; no executive officer from NSP served on a board/comp committee with reciprocal overlap |
| Potential network/conflict area | NSP announced a strategic partnership with Workday in 2024; Wilmington served as Workday Vice-Chairman until May 2024; NSP related-party policy governs such matters; no related-party transactions disclosed involving Wilmington |
Expertise & Qualifications
- HCM and enterprise software leadership: Workday (Vice-Chairman, Co-President, EVP), PeopleSoft, OutlookSoft; direct applicability to Insperity’s HR solutions market .
- Sales/operations/go-to-market: Extensive field operations and executive leadership experience in growth-oriented tech .
- Education: Bachelor’s degree in marketing, Bradley University .
Equity Ownership
| Ownership Detail (as of Apr 4, 2025) | Value |
|---|---|
| Beneficial ownership (shares) | 1,833 |
| Percent of class | <1% (asterisk in table indicates less than 1%) |
| Unvested RSUs included | None for Wilmington; the table separately shows RSUs for certain executives and “—” for Wilmington |
| Options exercisable | None (as of Apr 4, 2025, none of the listed individuals held options exercisable) |
| Hedging/Pledging | Company policy prohibits hedging and prohibits pledging that would be considered significant by the Board |
| Director ownership guideline | Non-employee directors must hold shares = 5x the annual cash retainer |
Insider Trades
| Period | Transaction Summary |
|---|---|
| 2024 (proxy disclosure) | No Form 4 transaction details were disclosed in the proxy; beneficial ownership is reported as of April 4, 2025 . |
Governance Assessment
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Strengths
- Relevant domain expertise: Decades in HCM enterprise software (Workday, PeopleSoft) align tightly with NSP’s solutions and Workday-linked strategy .
- Independence and committee role: Independent director on Compensation Committee; committee uses independent consultant and adopted best-practice features (ownership guidelines, clawback, double-trigger equity) .
- Board process and engagement: Directors met attendance expectations (≥75%) in 2024; independent director executive sessions led by an established Lead Independent Director .
- Shareholder alignment signals: Say-on-pay support over 98% at 2024 meeting; pay programs emphasize at-risk pay and performance-linked LTIP for executives .
-
Watch items / potential conflicts
- Workday partnership oversight: Wilmington’s recent senior role at Workday during the launch of the strategic partnership (announced 2024) warrants monitoring of recusal and related-party safeguards; the proxy discloses a related-party transaction review policy and reports no related-party transactions involving Wilmington .
- Ownership depth: As of April 4, 2025, Wilmington beneficially owned 1,833 shares; directors must meet a 5x annual cash retainer guideline—compliance status is not disclosed in the proxy and should be monitored over time .
- Director equity structure: Annual awards are unrestricted shares (no vesting), relying on ownership guidelines rather than vesting to drive alignment; continue to assess holding behavior versus guideline progression .
-
Red flags noted: None material disclosed—no interlocks, no pledging/hedging permitted, no related-party transactions involving Wilmington, and attendance thresholds met .