Aimee Cardwell
WEXAbout Aimee Cardwell
Aimee Cardwell, age 57, has served as an independent director of WEX since 2023. She sits on the Audit Committee and the Technology and Cybersecurity Committee; the Board affirms her independence and explicitly considered that her spouse is an employee (not a partner and not providing services to WEX) of Deloitte & Touche LLP, WEX’s auditor, and concluded she remains independent under NYSE rules . Her background includes EVP and Chief Information Security Officer at UnitedHealth Group (2021–2023), CIO of Optum Financial (2020–2021), and multiple senior technology roles at American Express (2015–2019), with earlier management roles at eBay and Expedia .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| UnitedHealth Group | Executive Vice President & Chief Information Security Officer | Jun 2021–May 2023 | Led global cybersecurity; served on Executive Risk Counsel supporting risk aggregation, quantification, and reporting |
| Optum Financial (UHG subsidiary) | Chief Information Officer | Jan 2020–Jun 2021 | Transformation through multiple acquisitions |
| American Express | CIO, Digital Payments; VP Engineering | May 2015–Dec 2019 | Led engineering in consumer product delivery, blockchain, digital wallets, tokenization, wearables, conversation bots |
| eBay; Expedia | Management positions | Not disclosed | Technology leadership roles (dates not specified) |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Rent the Runway | Technology Advisory Board member | May 2016–Dec 2019 | Advisory capacity, not a board of directors seat |
Board Governance
- Committee assignments: Audit Committee (member) and Technology & Cybersecurity Committee (member) .
- Committee meeting cadence: Audit Committee held 8 meetings in 2024; Technology & Cybersecurity Committee held 4 .
- Board meeting cadence and attendance: Board held 5 meetings in 2024; each director attended at least 75% of Board and relevant committee meetings; all directors attended the 2024 Annual Meeting virtually .
- Independence: Board determined Cardwell is independent; considered spouse employment at Deloitte & Touche LLP (not a partner and does not provide services to WEX) .
- Executive sessions: Independent directors meet at least semi-annually in executive session; committees also hold executive sessions .
- Committee interlocks: No compensation committee interlocks during 2024 .
Fixed Compensation
| Component | 2024 Amount | Mechanics/Notes |
|---|---|---|
| Annual non-employee director cash retainer | $85,000 | Paid quarterly; pro-rated if appointed off-cycle |
| Annual equity retainer (RSUs) | Approximately $200,000 | Granted at 2024 Annual Meeting; RSUs vest on first anniversary |
| New director equity grant (RSUs) | Approximately $100,000 | Granted upon initial election by stockholders (May 9, 2024 for Cardwell) |
| Lead Director cash retainer | $125,000 (2024), $135,000 (2025) | Not applicable to Cardwell; included for structure context |
| Chair retainers (Audit/LDCC/Finance/CGC/Tech & Cyber) | $30,000/$25,000/$20,000/$20,000/$20,000 | Cardwell is not a chair; member only |
Director-specific 2024 compensation:
| Name | Fees Earned or Paid in Cash | Stock Awards (grant-date fair value) | Total |
|---|---|---|---|
| Aimee Cardwell | $85,000 | $300,053 | $385,053 |
- Equity ownership guidelines for non-employee directors: Required equity value ≥ 5x annual cash retainer; equity definition includes shares, 50% of unvested RSUs, and DSUs; as of July 31, 2024, all non-employee directors then serving were in compliance .
- Program changes: Annual equity retainer increased from ~$200,000 to ~$215,000 effective October 1, 2024; benchmarking supported by Compensation Advisory Partners (independent consultant) .
Performance Compensation
| Performance Metric | Applies to Director Compensation? | Details |
|---|---|---|
| TSR, Revenue, EBITDA, ESG goals | No | Non-employee director equity awards are time-based RSUs vesting on first anniversary; no PSUs/options disclosed for directors |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlock / Potential Conflict |
|---|---|---|---|
| None disclosed (public company boards) | — | — | No public company directorships disclosed |
| Rent the Runway (advisory board) | Technology Advisory Board | — | Advisory role; not a director |
| Compensation Committee interlocks (WEX) | — | — | None in 2024 across LDCC members |
Expertise & Qualifications
- Deep cybersecurity and technology leadership; former EVP/CISO at UHG; CIO roles at Optum Financial and American Express .
- Risk management experience via Executive Risk Counsel at UHG; M&A integration and due diligence experience .
- Global business experience across UHG, Amex, eBay, Expedia .
Equity Ownership
| Metric | Dec 31, 2024 | Mar 31, 2025 | May 15, 2025 |
|---|---|---|---|
| Common shares owned | — (dash in proxy table) | — (dash in proxy table) | 1,440 (post-vesting on 2025-05-09) |
| Unvested RSUs outstanding | 1,440 (vest May 9, 2025) | Included in DSUs/RSU disclosures; DSUs pending conversion post-cessation | 1,567 (2025 annual RSU grant on 2025-05-15) |
| Deferred Stock Units (DSUs) balance | Not applicable | 1,440 DSUs scheduled for conversion 200 days post-cessation | DSUs policy: payable 200 days after Board service ends |
Insider transactions (Form 3/4):
| Filing Date | Transaction Date | Form | Type | Quantity | Security | Post-Transaction Holdings | Source |
|---|---|---|---|---|---|---|---|
| 2023-12-14 | 2023-12-07 | 3 | Initial filing | — | — | — | |
| 2024-05-13 | 2024-05-09 | 4 | Award (RSUs) | 1,440 | RSUs | 1,440 RSUs | |
| 2025-05-13 | 2025-05-09 | 4 | Vest/Conversion (RSUs to common) | 1,440 | Common Stock | 1,440 shares | |
| 2025-05-13 | 2025-05-09 | 4 | RSU cancellation upon vest | 1,440 | RSU | 0 RSUs from 2024 grant | |
| 2025-05-19 | 2025-05-15 | 4 | Award (RSUs) | 1,567 | RSUs | 1,567 RSUs (new grant) |
Ownership alignment:
- Director equity ownership guidelines require ≥ 5x annual cash retainer; all then-serving non-employee directors were compliant as of July 31, 2024 .
- Fee deferral program allows deferral of cash fees/equity retainers into DSUs, payable in shares 200 days after Board service ends .
Governance Assessment
- Board effectiveness: Cardwell adds scarce CISO/CIO depth, relevant to WEX’s payments and cybersecurity risk profile; her membership on the Technology & Cybersecurity Committee aligns with this expertise .
- Audit oversight: As an Audit Committee member, she contributes to financial reporting and ERM oversight; Audit Committee met 8 times in 2024, reflecting robust engagement .
- Independence and conflicts: The Board explicitly assessed her spouse’s employment at Deloitte & Touche LLP (auditor) and concluded independence under NYSE rules; however, this relationship warrants continued monitoring for perceived conflict risk, especially given her Audit Committee role .
- Attendance and engagement: Board held 5 meetings in 2024; all directors met ≥75% attendance and attended the Annual Meeting, supporting engagement .
- Compensation alignment: Her 2024 compensation was ~22% cash and ~78% equity ($85,000 cash; $300,053 stock awards; total $385,053), reinforcing alignment with shareholders; 2025 annual equity retainer increased to ~$215,000, consistent with peer benchmarking and a $750,000 annual cap for non-employee directors under the equity plan .
- Insider activity: Standard director RSU grants and vesting; no open market purchases/sales observed; holdings comprise vested common shares and unvested RSUs, consistent with alignment policies [Read: insider filings above].
RED FLAGS
- Spouse employed by Deloitte & Touche LLP, WEX’s independent auditor (not a partner; no services to WEX). Board determined independence, but as an Audit Committee member, this relationship is a perception risk that should be monitored for any changes in employment status or engagement scope .