John Fowler

About John M. Fowler

John M. Fowler, age 75, has served as an independent director of StoneX Group Inc. since 2005. An attorney by training, Fowler is a private investor and financial consultant; he previously served as CFO and EVP/Director of MoneyGram Payment Systems (1996–1998), Chief Administrative Officer and EVP of Travelers Group (now Citigroup) (1986–1994), and General Counsel of the U.S. Department of Transportation, with additional board and executive roles at Amtrak, Gulf Insurance, Transatlantic Re, and Air Express International (Compensation Committee chair) .

Past Roles

External Roles

• No current public-company directorships for Fowler are disclosed in the 2025 proxy; prior directorships are listed under Past Roles .

Board Governance

• Independence: The Board determined all directors except the former CEO (Sean O’Connor) are independent under NASDAQ Rule 5605; Fowler is independent .
• Committees and roles (FY2024):
  • Compensation Committee – Chair; 5 meetings .
  • Nominating & Governance Committee – Member; 6 meetings .
  • Risk Committee – Member; 4 meetings .
• Attendance and engagement:
  • Board held 6 meetings in FY2024; each director attended at least 75% of Board and relevant committee meetings .
  • All directors attended the 2024 annual shareholder meeting (Feb 27, 2024) .
• Board leadership and independence practices:
  • Independent Chairman structure; all five standing committees are fully independent; non-management directors meet in executive session at each regularly scheduled Board meeting .

Fixed Compensation

• Standard non-employee director pay structure (FY2024):

  • Annual cash retainer: $110,000; Committee Chair fee: +$25,000; Board Chair fee: +$60,000; Annual equity grant (restricted stock): $120,000 .
  • Optional exchange of a portion of cash fees into quarterly restricted stock at a 25% discount to market (10%, 20%, or 30% selections); Fowler elected to participate in FY2024 .

• Fowler’s FY2024 director compensation:

  Component	Amount
  Fees Earned/Paid in Cash	$92,645
  Stock Awards (includes annual RS grant and exchanged cash into RS)	$171,661
  Total	$264,306

• Outstanding director restricted stock (as of 9/30/2024): 4,845 shares .

Performance Compensation

• Director equity is time-based restricted stock (no performance metrics). Beginning in FY2024, director restricted stock vests in 1 year (previously 3 years); dividends/dividend equivalents not paid before vesting .
• Annual director equity grant value: $120,000 (restricted stock); directors can optionally exchange a portion of cash fees into additional restricted stock at a 25% discount to grant-date market value .
• Performance metrics tied to director pay: None disclosed; equity vests on a time basis only .

Other Directorships & Interlocks

• Current public boards: None disclosed for Fowler in the 2025 proxy .
• Historical interlocks: Served as Director (and Compensation Chair) at Air Express International; Director at Transatlantic Re; Director at Amtrak (historical roles; no current interlock noted) .

Expertise & Qualifications

• Finance, accounting, legal and executive compensation expertise; extensive experience operating and governing public financial services and insurance businesses; regulatory and governmental relations background stemming from USDOT General Counsel role .

Equity Ownership

Note: The company permits pledging; Fowler had 19,500 shares in a margin account as of Dec 31, 2024, which can introduce forced-sale risk if collateral calls occur .

Governance Assessment

• Positives

  • Deep compensation governance experience; chairs the Compensation Committee that administers equity plans and clawback policies; committee met five times in FY2024, indicating active oversight .
  • Strong independence profile with independent Board chair and fully independent committees; non-management executive sessions at each regularly scheduled meeting .
  • Robust shareholder support for executive compensation: Say‑on‑Pay received ~98.3% approval at the 2024 annual meeting, signaling investor confidence in compensation oversight during Fowler’s committee leadership .

• Risks and potential red flags

  • Pledging risk: Company does not prohibit pledging; Fowler held 19,500 shares in a margin account as of Dec 31, 2024, which can create alignment and liquidity risks under stress scenarios .
  • Shorter director equity vesting: Shift from 3‑year to 1‑year vesting for director restricted stock starting FY2024 modestly reduces long-term lock-in of director equity .

• Engagement and attendance

  • Board met 6 times in FY2024; each director attended ≥75% of Board and relevant committee meetings; all directors attended the 2024 annual meeting, suggesting solid engagement .

• Related-party and compliance

  • No related party transactions involving directors/officers in FY2024; Section 16(a) compliance generally achieved (one late Form 3 for a different insider) .

Say‑on‑Pay & Shareholder Feedback

• 2024 Say‑on‑Pay approval: ~98.3% in favor, indicating strong shareholder support for the executive compensation program overseen by the Compensation Committee chaired by Fowler .

Compensation Structure Analysis (Director)

• Mix and alignment: Approximately half of non-employee director fees are delivered in restricted stock, with optional cash-for-stock exchanges at a 25% discount; Fowler elected to participate, increasing equity-based alignment .
• Governance safeguards: No tax gross‑ups under the equity plan; minimum vesting, no repricing, clawback authority, no “liberal” share recycling; annual cap on non‑employee director compensation under omnibus plan governance .

Committee Snapshot (Fowler)

Director Compensation Summary (FY2024)

Key Policies Affecting Directors

• Stock ownership: ≥3× cash retainer within 5 years; all directors are in compliance .
• Hedging/pledging: Short sales/puts prohibited; broader hedging/pledging not categorically banned; margin holdings may occur (see Equity Ownership) .
• Executive sessions: Non‑management directors meet in executive session at each regularly scheduled Board meeting .
• Committee independence: All committees are composed entirely of independent directors .

Notes on Related-Party Exposure

• Review and oversight: Nominating & Governance Committee reviews potential conflicts; Audit Committee receives quarterly reports on related-party transactions .
• FY2024 outcome: No related-party transactions reported .