Bradley Gayton
About Bradley Gayton
Independent director at Vertex, Inc. (age 62), serving since 2021; currently chairs the Nominating & Governance Committee and sits on the Audit Committee . Background includes Senior Vice President and General Counsel at The Coca-Cola Company and 29 years at Ford Motor Company culminating as Group Vice President, Chief Administrative Officer and General Counsel; brings legal, governance, tax, and technology expertise with a global perspective and prior collaboration with Vertex on tax compliance solutions during his Ford tenure . Education: BS in Business Administration (SUNY Buffalo School of Management, 1986) and JD (SUNY Buffalo Law School); NACD member .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Coca-Cola Company | Senior Vice President, General Counsel | Not disclosed | Led global legal function |
| Ford Motor Company | Group VP, Chief Administrative Officer and General Counsel (various leadership roles over 29 years) | 29 years | Led AI explorations for business applications; collaborated with Vertex on global tax compliance solutions |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| NACD | Member | Not disclosed | Governance community engagement |
Board Governance
- Independence: Board determined Gayton is independent under SEC and Nasdaq rules; Board’s committees (Audit, Human Capital, Nominating & Governance) are fully independent .
- Board leadership: Eric Andersen is Lead Independent Director; non-employee directors hold regular executive sessions .
- Attendance: Board met five times in FY2024; each director attended at least 75% of Board and committee meetings during their service period .
- Controlled company: Vertex is a “controlled company” under Nasdaq due to voting power concentration but does not rely on controlled company exemptions .
| Committee | Role | 2024 Meetings | Notes |
|---|---|---|---|
| Audit Committee | Member | 10 | Oversees financial reporting, auditor independence, enterprise/cybersecurity risk; chair is J. Richard Stamm; all members independent |
| Human Capital Committee | — | 6 | Gayton not a member; committee sets exec comp and succession planning |
| Nominating & Governance Committee | Chair | 6 | Oversees board composition, evaluations, governance guidelines, succession planning; all members independent |
Fixed Compensation
- Non-Employee Director Compensation Program (structure):
- Annual cash retainer: $42,000
- Additional annual fees: Lead Independent/Chair of Board $20,000; Audit Chair $20,000; Audit member $10,000; Human Capital Chair $15,000; Human Capital member $7,500; Nominating & Governance Chair $12,000; Nominating & Governance member $6,000
- Annual equity: Restricted stock awards at annual meeting equal to $200,000 divided by closing price; vesting in a single installment before next annual meeting or first anniversary; accelerated upon change in control .
| Year | Cash Fees ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2024 | 65,505 | 200,017 | 265,522 |
Notes: Cash includes Board retainer and committee fees earned monthly; equity reflects grant-date fair value under ASC 718 .
Performance Compensation
- Directors receive time-based restricted stock awards; no performance-based metrics (e.g., TSR, revenue) are tied to director equity compensation in the program .
Other Directorships & Interlocks
- Current public company directorships: None disclosed for Gayton .
- Network/selection: Gayton was designated and elected as a Class I director at the 2021 Annual Meeting pursuant to the Stockholders’ Agreement among controlling stockholders, a governance mechanism that influences board composition in a controlled company; Board still assessed him as independent .
Expertise & Qualifications
- Legal, governance, tax, and technology expertise; global perspective on multinational tax obligations; experience innovating with AI applications; prior collaboration with Vertex on enterprise tax compliance .
- Education: BS Business Administration (1986) and JD (SUNY Buffalo) .
- Governance credentials: NACD member .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Class A Common Stock beneficially owned | 47,535 shares | <1% of Class A; includes 5,705 unvested restricted stock |
| Class B Common Stock beneficially owned | 0 | — |
| Unvested restricted stock outstanding (12/31/2024) | 5,705 shares | As of year-end; also noted as unvested as of 4/16/2025 |
| Options/SARs outstanding | 0 | No options listed for Gayton |
| Hedging/Pledging | Prohibited | Company policy prohibits hedging and pledging by directors |
Governance Assessment
- Strengths:
- Independent director with deep legal and governance background; chairs Nominating & Governance Committee (key for board effectiveness) and serves on Audit Committee overseeing financial integrity and risk .
- Attendance commitment evidenced by Board’s disclosure; independent committee structure; regular executive sessions led by Lead Independent Director .
- Anti-hedging/anti-pledging policy strengthens alignment; director equity grants and ownership contribute to skin-in-the-game (5,705 unvested shares outstanding at year-end) .
- Vertex’s say-on-pay received ~99% approval in 2024, signaling broad investor support for compensation governance (company-level signal) .
- Potential risks/considerations:
- Controlled company status and Stockholders’ Agreement influence on director nominations (Gayton’s initial designation tied to agreement), which can raise perception risks despite formal independence; Vertex states it does not rely on controlled company exemptions .
- Prior collaboration with Vertex while at Ford could imply familiarity; no related party transactions disclosed and Audit Committee policies require arm’s-length review; 2024 had no related-party transactions .
- Attendance specifics per-director not disclosed beyond ≥75%; continued monitoring of committee workload (Audit met 10 times; N&G met 6) advisable .
Related-party and compliance: Audit Committee reviews related person transactions >$120,000; none occurred in 2024. Section 16(a) filings were in compliance for FY2024 except for a delinquency noted for a different director (Stamm), with no issues noted for Gayton .