Diane Cooper
About Diane Cooper
Diane L. Cooper (age 65) is an independent director of StoneX Group Inc. (SNEX) serving since 2018. She retired in 2016 after a 30-year career at General Electric, culminating as President & CEO of GE Capital’s Commercial Distribution Business (2009–2016), with prior leadership roles in Equipment Finance and Commercial Finance – Capital Solutions .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| GE Capital | President & CEO, Commercial Distribution Business | 2009–2016 | Led large finance operations; expertise in risk, customer relationships, M&A |
| GE Capital | Leader, Equipment Finance and Equipment Finance Services | Not disclosed | Asset-backed finance, credit underwriting, portfolio management |
| GE Capital | President & CEO, Commercial Finance – Capital Solutions | Not disclosed | Strategic leadership in commercial lending and solutions |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bank of Montreal (BMO Financial Corp.) | Director; Chair, Risk Oversight & Capital Committee | Current | Oversees risk and capital frameworks for U.S. holding company |
| BMO Bank N.A. | Director | Current | U.S. banking subsidiary governance |
| Aqua Finance, Inc. | Director | Past | Not disclosed |
Board Governance
- Committee assignments (FY2024): Chair, Risk Committee; Member, Audit Committee; Member, Technology & Operations Committee .
- Independence: Board determined all directors other than Sean O’Connor to be independent; thus Cooper is independent under NASDAQ Rule 5605 .
- Attendance: Board held six meetings; each director attended at least 75% of Board and committee meetings; all directors attended the 2024 annual meeting (Feb 27, 2024) .
- Committee activity (FY2024 meetings): Audit (4), Risk (4), Technology & Operations (4); Compensation (5), Nominating & Governance (6) .
Fixed Compensation
| Metric | FY2024 | Notes |
|---|---|---|
| Annual Director Retainer (cash) | $110,000 | Base cash compensation for non-employee directors |
| Committee Chair Fee | $25,000 | Per committee chaired; Cooper chaired Risk Committee |
| Board Chair Fee (if applicable) | $60,000 | For chairman of the Board (not applicable to Cooper) |
| Equity Award (Restricted Stock) | $120,000 | Annual restricted stock award |
| Optional Cash-to-Stock Exchange | 10–30% or fixed $ | Restricted Stock Program; quarterly RS at 25% discount to FMV |
| Director | Fees Earned or Paid in Cash | Stock Awards (Fair Value) | Total |
|---|---|---|---|
| Diane Cooper | $122,959 | $130,060 | $253,019 |
The cash column excludes any portion exchanged into restricted stock under the RS Program; exchanged amounts are reflected in “Stock Awards” .
Performance Compensation
| Performance Metric | Applies to Director Pay? | Evidence |
|---|---|---|
| TSR percentile | No | Director awards described as time-based restricted stock |
| Revenue growth | No | Not cited for director pay |
| EBITDA/ROE targets | No | Not cited for director pay |
| ESG goals | No | Not cited for director pay |
| Vesting Schedule | Yes (time-based) | Director RS historically 3-year (1/3 annually); changed to 1-year vesting starting FY2024 |
Other Directorships & Interlocks
| External Board | Overlap/Interlock Risk | Notes |
|---|---|---|
| BMO Financial Corp. | Low, based on disclosures | No related-party transactions in FY2024; Cooper’s external roles disclosed; no waiver noted for Cooper |
| BMO Bank N.A. | Low, based on disclosures | Banking oversight experience; no conflicts disclosed |
| Aqua Finance (past) | None disclosed | Past role only |
Expertise & Qualifications
- Deep financial services leadership experience (GE Capital CEO roles) including risk management, business development, M&A, and customer relationship strength .
- Current governance roles in banking (BMO entities) with risk oversight responsibilities .
- Independent director with committee leadership in risk, and service on audit and technology committees .
Equity Ownership
| Date/Source | Shares Beneficially Owned | % of Shares Outstanding | Notes |
|---|---|---|---|
| Dec 31, 2021 (DEF 14A) | 5,200 | <0.01% | As disclosed; “less than 1%” |
| Dec 31, 2022 (DEF 14A) | 7,039 | <0.01% | As disclosed; “less than 1%” |
| Sep 30, 2024 (Restricted Stock Outstanding) | 4,216 RS shares | N/A | Aggregate number of outstanding restricted stock |
| Oct 31, 2025 (Form 4) | 23,643 total shares | ~0.074% (calc: 23,643 / 32,037,369) | Shares outstanding at record date: 32,037,369 |
No pledging by Cooper is disclosed; company permits pledging/other hedging (while prohibiting short sales and “puts”), which is a governance risk factor .
Insider Trades (Form 4 since 2023; restricted stock awards)
| Transaction Date | Filing Date | Type | Shares Acquired | Post-Transaction Ownership | Security | SEC Link |
|---|---|---|---|---|---|---|
| 2023-01-31 | 2023-02-02 | Award | 117 | 7,156 | Restricted Shares | |
| 2023-03-01 | 2023-03-02 | Award | 992 | 8,148 | Restricted Shares | |
| 2023-04-28 | 2023-05-01 | Award | 105 | 8,253 | Restricted Shares | |
| 2023-07-31 | 2023-08-02 | Award | 110 | 8,363 | Restricted Shares | |
| 2023-10-31 | 2023-11-02 | Award | 106 | 8,469 | Restricted Shares | |
| 2024-02-27 | 2024-02-28 | Award | 1,766 | 14,469 | Restricted Shares | |
| 2025-01-31 | 2025-02-03 | Award | 82 | 14,551 | Restricted Shares | |
| 2025-03-05 | 2025-03-07 | Award | 1,017 | 15,568 | Restricted Shares | |
| 2025-04-30 | 2025-05-02 | Award | 101 | 23,453 | Restricted Shares | |
| 2025-07-31 | 2025-08-04 | Award | 93 | 23,546 | Restricted Shares | |
| 2025-10-31 | 2025-11-03 | Award | 97 | 23,643 | Restricted Shares |
Director Compensation Structure (FY2024)
| Element | Detail |
|---|---|
| Cash retainer | $110,000 per year |
| Committee chair fee | $25,000 per year (per committee) |
| Equity grant | $120,000 RS annually; vesting changed to 1-year beginning FY2024 |
| Restricted Stock Program | Optional exchange of 10–30% (or fixed $) of quarterly cash into RS at 25% discount to FMV |
Related Party Transactions & Conflicts
- Policy oversight: Nominating & Governance Committee reviews conflicts and related party transactions; Audit Committee receives quarterly reports .
- FY2024 outcome: No related party transactions involving directors/executives reported .
- Code of Ethics and approval process for exceptions to policies are defined; any such transactions require Committee approval .
Say-on-Pay & Shareholder Feedback (context for governance quality)
- 2024 say-on-pay approval: ~98.3% in favor, indicating strong investor support for compensation program .
- Say-on-frequency: Annual vote endorsed (~94% support at Aug 2023 special meeting) .
Stock Ownership Guidelines & Hedging/Pledging
- Director stock ownership guideline: Vested company stock equal in value to 3× most recent year’s director cash compensation (excluding chair fees), to be met within five years and maintained thereafter .
- Compliance: All directors have met or exceeded the policy (noting strong alignment) .
- Hedging/Pledging: Short sales and “put” purchases prohibited, but the company has not adopted a policy prohibiting other hedging or pledging; this is a governance risk signal .
Governance Assessment
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Strengths:
- Independent director with deep financial services leadership; chair of Risk Committee, bringing substantive risk oversight to a complex financials business .
- Strong attendance expectations and at least 75% attendance recorded; participation at the annual meeting underscores engagement .
- Equity alignment via ownership guidelines (3× cash comp) and regular restricted stock awards; all directors compliant .
- No related-party transactions in FY2024; clean Section 16(a) compliance except for a late Form 3 unrelated to Cooper .
- Broad committee coverage including Audit and Technology & Operations, suggesting cross-functional oversight .
-
Watch items / RED FLAGS:
- Company permits pledging/other hedging (beyond short sales and puts), which can misalign incentives in stress scenarios; absence of a full anti-pledging policy is a governance vulnerability .
- Restricted Stock Program issues shares at a 25% discount to FMV; while it promotes equity ownership, discounted grants increase guaranteed value to directors and may be viewed skeptically by some investors .
- Multiple external banking board roles (BMO entities) warrant monitoring for any evolving interlocks with SNEX counterparties, though no conflicts were disclosed in FY2024 .
-
Overall: Cooper’s background and committee leadership support board effectiveness in risk oversight and audit areas; compensation and ownership policies generally align interests, with policy gaps on pledging that investors may flag as a governance improvement area .