Nigel Morris

About Nigel Morris

Nigel Morris (age 66) has served as an independent Class II director of Remitly Global, Inc. since July 2021. He is Managing Partner of QED Investors (since 2008) and previously co‑founded Capital One Financial, serving as President and COO (1994–2004). He holds an MBA from London Business School and a BSc in Psychology from the University of East London .

Past Roles

External Roles

Board Governance

• Independence and board status: Independent director; Class II; term expires at 2026 annual meeting . Lead Independent Director is Phillip Riese .
• Committee assignments and roles:
  • 2025: Member, Nominating & Corporate Governance (NCG) Committee; not on Audit & Risk or Talent & Compensation (T&C) .
  • 2024: Chair, NCG Committee; not on Audit & Risk or T&C .
• Attendance and engagement:
  • Board met 4 times in 2024; committees: Audit & Risk (7), T&C (5), NCG (4). Each director attended at least 75% of meetings of the board and committees on which they served during 2024 .
  • Directors are expected to attend the annual meeting; 7 of 9 directors attended the 2024 annual meeting .
• Board leadership: Combined Chair/CEO (Oppenheimer) with a Lead Independent Director structure; executive sessions led by the Lead Independent Director .

Fixed Compensation

• Non‑employee director cash retainer policy (current): $40,000 annual cash retainer (effective May 9, 2024); Audit & Risk: Chair $20,000/Member $10,000; T&C: Chair $15,000/Member $7,500; NCG: Chair $10,000/Member $4,000. Lead Independent Director: additional $20,000. Option to elect RSUs in lieu of cash; “Fee RSUs” vest quarterly over one year (or earlier at the next annual meeting/1‑year anniversary/corporate transaction) .
• Historic (2023 policy disclosed in 2024 proxy): $35,000 annual cash retainer; NCG Chair fee $8,000 (other committee fees similar), with election to take cash fees as RSUs (“Fee RSUs”) .

Performance Compensation

• Annual equity grants: At each annual meeting, non‑employee directors receive annual RSUs with grant value equal to $200,000 times the remaining term years (max $600,000); vest in three equal annual installments beginning at the earlier of the next annual meeting or one year from grant; full vesting on a corporate transaction (single trigger) .
• Initial appointment grants: No longer provided under the updated Director Compensation Policy (previously $330,000 RSUs vesting over 3 years under prior policy) .
• Performance metrics: Director equity awards are time‑based; no performance (PSU/TSR) conditions disclosed for directors .

Director Compensation (Nigel Morris)

Implication: Compensation mix is heavily equity‑oriented (Mr. Morris elected RSUs versus cash), aligning with shareholder interests; equity vests time‑based and fully accelerates on a corporate transaction (single trigger) .

Other Directorships & Interlocks

• Current public boards: None disclosed .
• Private company boards: Serves on several privately held company boards (names not disclosed) .
• Potential interlocks/related parties:
  • 2023: Remitly engaged QED Investors (Mr. Morris is Managing Partner and majority owner) for a limited number of executive searches up to $300,000; fees <5% of QED’s 2023 gross revenues. Disclosed under Related‑Party Transactions and governed by the company’s policy .
  • 2025 proxy: No related‑party transactions over $120,000 since Jan 1, 2024, other than compensation arrangements .

Expertise & Qualifications

• Financial services operating leadership (Capital One co‑founder; prior President/COO) and fintech investing (QED) .
• Education: MBA (London Business School); BSc Psychology (University of East London) .
• Not designated as an “audit committee financial expert” (those designated: Smyth, Blignaut, Campbell) .

Equity Ownership

Hedging is prohibited for directors; pledging permitted only with pre‑approval and guidelines. One director’s pledge is disclosed (Hug), not Mr. Morris .

Governance Assessment

• Positives
  • Independent director with deep consumer finance and fintech expertise; service on Nominating & Corporate Governance aligns with background .
  • Strong attendance disclosure (“≥75%” of board/committee meetings in 2024); board maintains annual self‑assessment and education program .
  • Director compensation is equity‑heavy (RSUs), with many directors electing RSUs in lieu of cash—alignment signal; updated policy increases transparency and caps .
  • Robust related‑party policy overseen by Audit & Risk; no RPTs >$120k since 1/1/2024; 2023 QED engagement disclosed and limited .
• Risks/Watch‑items
  • RED FLAG: 2023 related‑party engagement with QED (executive searches up to $300,000). While under policy and immaterial to QED’s revenues, this is a potential conflict vector requiring ongoing monitoring for independence and recurring engagements .
  • Single‑trigger acceleration for director RSUs upon a corporate transaction can be viewed as less shareholder‑friendly versus double‑trigger, though commonplace for directors .
• Context signals
  • Say‑on‑Pay support was ~98% at the 2024 annual meeting, indicating broad investor support for Remitly’s compensation governance during the period (applies to executive pay environment) .
  • Compensation Committee uses independent consultant (Compensia) with no conflicts reported .

Appendix: Committee Assignments Snapshot