Annabelle Bexiga
About Annabelle Bexiga
Annabelle Bexiga (age 62) has served as an independent director of StoneX Group Inc. since 2020. She is a seasoned technology and financial services executive, including CIO roles at AIG Global Commercial Insurance (through 2017) and at JPMorgan Invest, Bain Capital, and TIAA, with prior leadership positions at J.P. Morgan & Co. and Deutsche Bank .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| American International Group (AIG) | CIO, Global Commercial Insurance | Through 2017 | Led enterprise technology in commercial insurance |
| JPMorgan Invest | CIO | Not disclosed | Technology leadership in asset management unit |
| Bain Capital | CIO | Not disclosed | Technology leadership for private equity/asset manager |
| Teachers Insurance and Annuity Association (TIAA) | CIO | Not disclosed | Technology leadership at large asset manager |
| J.P. Morgan & Co.; Deutsche Bank | Leadership roles | Not disclosed | Senior technology/finance roles |
External Roles
| Organization | Role | Status | Committees |
|---|---|---|---|
| Corpay, Inc. (formerly FLEETCOR Technologies, Inc.) | Director | Current | Chair, Compensation; Member, Technology Committee |
| Triton International Limited | Director | Prior | Not disclosed |
| DWS Group GmbH (Frankfurt) | Supervisory Board Member | Prior | Remuneration Committee |
The StoneX Board granted Bexiga a formal waiver of a potential conflict to serve on Corpay’s board (disclosed in a Form 8-K on Dec. 20, 2022); the Board concluded it does not interfere with her StoneX duties .
Board Governance
- Committee assignments: Member, Compensation Committee (5 meetings in FY2024); Chair, Technology & Operations Committee (4 meetings in FY2024) .
- Independence: Board determined all directors except Sean O’Connor are independent; all committees (including Compensation and Technology & Operations) are fully independent .
- Attendance and engagement: Board met 6 times in FY2024; each director attended at least 75% of Board and relevant committee meetings; all directors attended the 2024 annual stockholders’ meeting (Feb. 27, 2024) .
- Board leadership: Independent Chairman; non-management directors hold executive sessions each regular meeting .
- ESG oversight: Nominating & Governance Committee monitors ESG efforts; standalone Sustainability Report released August 2024 .
Fixed Compensation
| Component | Amount/Policy | FY2024 Details |
|---|---|---|
| Annual cash retainer (Director) | $110,000 | Standard cash fee |
| Committee chair fee | +$25,000 per chair | Bexiga as Chair of Technology & Operations eligible for $25,000 |
| Equity retainer (restricted stock) | $120,000 grant annually | Granted; fair value $120,035 recognized for Bexiga |
| Optional cash-to-RS exchange | 10%, 20% or 30% of cash at 25% discount | Bexiga did not elect this in FY2024 (participants were Fowler, Kass, Radziwill, Thamodaran) |
| FY2024 total (Bexiga) | Cash fees; Stock awards | Fees: $132,351; Stock awards: $120,035; Total: $252,386 |
- Director RS vesting: Historically 3-year ratable; beginning FY2024 changed to one-year vesting for subsequent grants .
- Chair roles are limited to independent directors; committee composition reviewed annually .
Performance Compensation
- Directors at StoneX do not receive performance-based compensation. Equity awards for directors are time-based restricted stock (no performance metrics or options for directors) .
- Company-wide performance metrics used by the Compensation Committee for executives (context for Bexiga’s committee oversight):
- Most important measures: Adjusted ROE, Net Income, Book Value per Share .
- Executive Performance Plan (EPP) key schedule for FY2024 (target ROE 15%; example payouts below) :
| Metric | Threshold | Target | Max |
|---|---|---|---|
| Adjusted ROE | 6.0% (no bonus below 6%) | 15% = 100% of target award | Up to $8,500,000 per participant annually |
Other Directorships & Interlocks
- Current public board: Corpay, Inc.; StoneX granted conflict waiver and assessed no interference with duties .
- No related-party transactions applicable in FY2024 under the company’s conflict review processes (Nominating & Governance and Audit Committee oversight) .
Expertise & Qualifications
- Deep technology governance: CIO across major financial institutions; chairs Technology & Operations Committee overseeing cybersecurity, data protection, operational resilience, vendor risk, and fraud .
- Compensation oversight experience: Member, StoneX Compensation Committee; chairs Corpay Compensation Committee; prior remuneration committee work at DWS .
- Financial services breadth: Roles across U.S. and global institutions provide valuable insight for StoneX’s expanding global network .
Equity Ownership
| Holder | Beneficial Ownership (shares) | % of Class | Notes |
|---|---|---|---|
| Annabelle Bexiga | 9,890 | <1.0% | Beneficial ownership includes unvested restricted shares if within 60 days; no margin or pledge footnote disclosed for Bexiga |
| Restricted stock outstanding (Bexiga) | 3,415 | n/a | Aggregate number of shares underlying outstanding restricted stock as of 9/30/2024 |
| Director ownership guideline | ≥3× annual cash compensation (excluding chair fees) within 5 years; maintained thereafter | All directors have met or exceeded the guideline |
- Hedging/pledging policy: Company prohibits short sales and put options by officers/directors; however, StoneX has not adopted a policy prohibiting officers and directors from hedging or pledging their shares as loan collateral (a governance weakness). Margin/pledging disclosed for certain executives in footnotes; no such disclosure for Bexiga .
Governance Assessment
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Strengths:
- Independent status; active committee leadership (Tech & Ops Chair) and compensation oversight; strong attendance .
- Director pay mix includes meaningful equity; one-year vest improves near-term alignment; ownership guidelines met .
- Clear conflict management: formal waiver for Corpay role with Board determination of no interference; no related-party transactions in FY2024 .
- Shareholder support signals: Say-on-Pay approval at ~98.3% in 2024, indicating confidence in compensation governance .
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Watch items / RED FLAGS:
- Company-wide policy gap: No prohibition on pledging or broader hedging beyond short/puts—potential misalignment risk if used; monitor director disclosures in future proxies and Forms 4 (no specific pledge disclosed for Bexiga) .
- Equity plan dilution: Board seeking to add 3,469,000 shares to the Omnibus Plan; 2024 burn rate elevated at 6.89%—monitor committee oversight of dilution and grant discipline (Bexiga sits on Comp Committee at StoneX and Corpay) .
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Overall: Bexiga’s technology depth and compensation oversight across multiple boards bolster StoneX’s board effectiveness in cyber/operations and pay governance. The formal handling of potential interlocks (Corpay waiver) and strong attendance support investor confidence, while the absence of a pledging prohibition and rising equity usage warrant continued scrutiny .