Stefanie Westphal Thompson
About Stefanie Westphal Thompson
Independent director at Vertex, Inc. (VERX), age 62, serving on the board since 1993; she joined Vertex in 1991 and previously served in various roles including Treasurer . She holds an MBA in Finance from Fordham University and dual BAs in Engineering and Economics from Lafayette College; she is a member of NACD .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Vertex, Inc. | Treasurer; various roles | Joined 1991; Director since 1993 | Longstanding company knowledge and corporate finance experience |
| Chemical Bank (now part of Chase) | Vice President | Pre-1991 | Managed banking relationships for middle-market companies |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bryn Mawr Hospital Foundation Board | Vice-Chair; Head of Trustee Committee | 8 years | Board leadership and governance in healthcare philanthropy |
| The Agnes Irwin School (Rosemont, PA) | Trustee; Head of Trustees Committee | 10 years | Education board governance and committee leadership |
| NACD | Member | Ongoing | Professional director development and governance standards |
Board Governance
- Current committees (2024 activity, current membership): Human Capital Committee member; HCC met 6 times in 2024; chair Philip Saunders; other members Eric Andersen and Thompson .
- Audit Committee: 3 independent members; 10 meetings in 2024; Thompson is not listed as a member .
- Nominating and Governance Committee: 3 independent members; 6 meetings in 2024; Thompson is not listed as a member .
- Independence: The Board determined six of seven current directors, including Stefanie Thompson, are independent under SEC/Nasdaq rules .
- Attendance: 5 Board meetings in 2024; each director attended at least 75% of Board and committee meetings . Executive sessions of non-employee directors are held regularly; presided by the lead independent director .
- Lead Independent Director: Eric Andersen .
- Governance structure: Vertex is a “controlled company” under Nasdaq due to the Stockholders’ Agreement among the Westphal siblings/family, which grants director designation and voting commitments; Vertex states it does not currently rely on controlled company exemptions but may do so in future .
- Shareholder votes (June 12, 2024): Thompson re-elected with 903,500,953 votes “For”, 18,835,435 “Withheld”, 3,462,689 broker non-votes; Crowe LLP ratified as auditor; Say-on-Pay approved; triennial frequency approved .
- Say-on-Pay support: ~99% approval at 2024 annual meeting; Board intends triennial say-on-pay votes .
Fixed Compensation
| Component | Program Terms | Thompson’s 2024 Actual |
|---|---|---|
| Annual cash retainer | $42,000 | $46,146 (includes committee fees) |
| Committee chair/member fees | HCC Chair: $15,000; HCC member: $7,500; Audit Chair: $20,000; Audit member: $10,000; NGC Chair: $12,000; NGC member: $6,000; Lead independent: $20,000 | Included in cash total as applicable |
| Equity retainer (RSU/Restricted Stock) | Annual grant equal to $200,000 divided by closing price on grant date; vests in one installment before next annual meeting or first anniversary; accelerates on change of control | $200,017 grant-date fair value for 2024 |
Notes: Director fees are paid monthly; Vertex does not pay per-meeting fees .
Performance Compensation
| Feature | Details |
|---|---|
| Director performance metrics | Not applicable (director equity is time-based; no performance metrics) |
| Vesting schedule | Annual director restricted stock/RSU vests in a single installment on earlier of day before next annual meeting or first anniversary; accelerates on change in control |
Other Directorships & Interlocks
| Item | Details |
|---|---|
| Public company boards | None disclosed for Thompson |
| Family relationships | Thompson and fellow director Amanda Westphal Radcliffe are siblings; parties to Stockholders’ Agreement with Jeffrey Westphal (director designation and voting commitments) |
Expertise & Qualifications
- Corporate finance and banking expertise (former VP at Chemical Bank) .
- Deep company knowledge from over three decades of service (joined 1991; director since 1993) .
- Governance leadership in nonprofit/education boards; NACD member .
Equity Ownership
| Holding | Quantity | % Class | Combined Voting Power |
|---|---|---|---|
| Class A Common Stock | 46,030 shares | <1% | — |
| Class B Common Stock (10 votes/share) | 32,934,904.588 shares | 38.1% of Class B | 35.2% combined voting power |
| Director RSUs outstanding (12/31/2024) | 5,705 units | — | — |
Policy environment:
- Anti-hedging and anti-pledging: Company policy prohibits hedging and pledging Company securities by directors, officers, employees, and controlled entities .
- Clawback: Adopted in July 2023 per SEC/Nasdaq Rule 10D-1 for executive incentive comp recovery upon restatement (executives; not a director-specific provision, but shows governance posture) .
- Stock ownership guidelines: Vertex states it maintains stock ownership guidelines for executive officers and directors; specifics for directors are not detailed in the 2025 proxy .
Recent insider transactions (Form 4):
| Transaction Date | Filing Date | Type | Shares Acquired | Post-Transaction Ownership (Class A) | Form | Source |
|---|---|---|---|---|---|---|
| 2025-06-11 | 2025-06-13 | A (Award) | 5,327 | 51,357 | 4 | |
| 2024-06-12 | 2024-06-14 | A (Award) | 5,705 | 46,030 | 4 |
Governance Assessment
Strengths:
- Formal independence determination under SEC/Nasdaq, despite substantial family ownership; robust committee structure with fully independent Audit, HCC, and NGC; regular executive sessions; lead independent director role .
- High shareholder support for executive compensation (99% Say‑on‑Pay) and transparent compensation practices (no tax gross-ups; clawback in place) .
Risks and RED FLAGS:
- Controlled company dynamics: The Stockholders’ Agreement grants director designation rights and requires parties to vote all shares for designated nominees; this creates entrenchment risk and potential conflicts with minority shareholder interests; Vertex notes it may rely on controlled company exemptions in future .
- Concentrated voting power: Thompson’s personal Class B stake confers ~35% combined voting power; combined Westphal family voting control exceeds 50%, limiting the practical effect of minority votes on director elections and governance changes .
- Committee role vs. independence optics: Thompson’s service on the Human Capital Committee (compensation oversight) while being part of the controlling family group may be scrutinized for perceived independence, even with formal independence determinations .
Shareholder voting and engagement signals:
- Strong re-election margin in 2024 suggests investor acceptance of current governance; however, continued monitoring is warranted given controlled structure .
- Triennial cadence for Say‑on‑Pay approved; investors should track HCC decisions and composition over time .
Policies mitigating alignment concerns:
- Prohibition on hedging and pledging reduces misalignment/credit risk signals; director equity is time-based without performance metrics, aligning tenure with ownership but not tying compensation to shareholder returns .
Director compensation context:
- Year-over-year increase in annual equity grants from $150,000 (2022) to $200,000 (2023 onward) aligns with market practice; Thompson’s 2024 total director compensation was $246,163 ($46,146 cash; $200,017 equity) .
Overall implication for investors:
- Governance quality is supported by independent committees, lead director structure, and strong shareholder support on pay. The predominant risk factor remains concentrated family voting control via Class B and binding director designation/voting rights, which can limit board refresh flexibility and minority influence. Investors should monitor committee composition, any future reliance on controlled-company exemptions, and adherence to anti‑hedging/pledging policies over time .