Daniel Callahan
WEXAbout Daniel Callahan
Independent director at WEX since 2019; age 68. Former Global Head of Operations & Technology at Citigroup (2007–2018), with prior leadership roles at Credit Suisse, Morgan Stanley, and IBM. Chairs WEX’s Technology & Cybersecurity Committee and serves on its Leadership Development & Compensation Committee; the Board has determined he is independent under NYSE rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Citigroup | Global Head of Operations & Technology | Oct 2007–Dec 2018 | Led global operations/technology; responsible for cybersecurity; deeply involved in M&A and business development . |
| Credit Suisse; Morgan Stanley; IBM | Various leadership roles | Pre‑2007 (years not specified) | Senior leadership across financial services technology and operations . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Scotiabank (NYSE: BNS) | Director | Current | Serves on Corporate Governance and Risk Committees . |
| Time | Non‑Executive Chair | Jan 2021–present | Governance oversight; sustainability experience cited . |
| Time | Executive Chairman | Mar 2019–Dec 2020 | Executive leadership during transition period . |
| Bridge Growth Partners | Executive Partner | Jul 2019–present | Technology investment focus . |
| Columbia University Teachers College | Board (charity) | Current | Non‑profit governance . |
| Tata Consultancy (prior service) | Board/Committee (prior) | Not specified | Risk Management Committee experience . |
| Several private companies | Director | Current | Board service (companies not listed) . |
Board Governance
- Committee assignments: Chair – Technology & Cybersecurity; Member – Leadership Development & Compensation .
- Independence: Board determined Callahan and all LDCC members are independent; LDCC met 6 times in 2024; Technology & Cybersecurity Committee met 4 times in 2024 .
- Attendance: The Board held 5 meetings in 2024; each director attended at least 75% of Board and committee meetings; independent directors meet in executive session at least semi‑annually .
- Election results (2025 Annual Meeting): Daniel Callahan—For: 29,678,458; Against: 318,048; Abstain: 19,545; Broker non‑votes: 1,068,476 (Item 5.07 in 8‑K).
Fixed Compensation
| Component | 2023 | 2024 | Source |
|---|---|---|---|
| Annual non‑employee director cash retainer | $85,000 | $85,000 | |
| Committee chair cash retainer (Technology & Cybersecurity) | $20,000 | $20,000 | |
| Lead Independent Director cash retainer (not applicable to Callahan) | $125,000 | $135,000 (effective Oct 1, 2024) | |
| Callahan – Cash fees earned/paid | $106,813 | $316 |
Notes:
- Directors may defer cash fees into DSUs payable 200 days after cessation of Board service .
- WEX does not disclose per‑meeting fees; compensation is primarily via annual retainers .
Performance Compensation
| Equity Element | Grant Practice | 2023/2024 Detail | 2025 Plan Update |
|---|---|---|---|
| Annual RSU grant (non‑employee directors) | Granted immediately post‑Annual Meeting; 1‑year vest | Approximately $200,000 RSUs granted at/after the 2023 and 2024 Annual Meetings | Expected ~$215,000 RSUs per director at the 2025 Annual Meeting |
| New director RSU grant | Additional ~$100,000 at first stockholder election; 1‑year vest | Applied to Cardwell at 2024 Annual Meeting | n/a |
| Callahan – Stock awards reported | $200,025 (2023) | $304,719 (2024; includes DSU elections where applicable) | |
| Unvested RSUs outstanding (12/31/2024) | — | 960 units (each non‑employee director except Cardwell had 960) |
Fee Deferral and Clawback:
- Directors can elect to receive retainers as DSUs; DSUs settle in common stock 200 days post‑Board service .
- The A&R 2019 Equity & Incentive Plan binds participants to current/future clawback policies; includes settlement/deferral mechanics for RSUs consistent with Section 409A .
Other Directorships & Interlocks
- Compensation Committee interlocks: None disclosed for 2024; LDCC members (including Callahan) were independent and none were officers/employees .
- Shareholder voting outcomes (2025):
- Say‑on‑Pay (advisory) For: 28,594,049; Against: 1,385,137; Abstain: 36,865; Broker non‑votes: 1,068,476 .
- Equity Plan amendment approved; officer exculpation amendment approved; auditor ratified .
Expertise & Qualifications
- Technology/cybersecurity oversight: Led Citi’s cybersecurity initiatives; Chairs WEX Technology & Cybersecurity Committee .
- Global operations & risk: Decade‑plus global leadership at Citi; service on Scotiabank Risk Committee .
- M&A/business development: Deep involvement in Citi’s M&A and strategic initiatives .
- Board governance: Scotiabank Corporate Governance Committee; multiple board roles in public/private entities .
Equity Ownership
| Measure (as of Mar 31, 2025) | Value | Source |
|---|---|---|
| Common stock owned | — (not reported) | |
| Right to acquire (options/RSUs/MSUs through May 31, 2025) | — (not reported) | |
| Deferred Stock Units (will convert 200 days post‑separation) | 9,819 shares | |
| Director equity ownership guideline | ≥5x annual cash retainer; compliance assessed annually | |
| Compliance status (as of Jul 31, 2024) | All then‑serving non‑employee directors in compliance |
Alignment and Restrictions:
- Anti‑hedging and anti‑pledging policies apply to directors; prohibits hedging and pledging company stock .
- Director equity is primarily RSUs/DSUs with vesting and settlement schedules aligned to service .
Governance Assessment
- Board effectiveness: Callahan’s chair role in Technology & Cybersecurity and membership on LDCC positions him at the nexus of operational risk, cyber oversight, and human capital strategy; committees are fully independent and active (TC met 4x; LDCC met 6x in 2024) .
- Independence and attendance: Independent under NYSE standards; met at least 75% attendance; Board held 5 meetings; independent director executive sessions at least semi‑annually .
- Ownership alignment: DSUs of 9,819 shares and annual RSUs; director ownership guidelines (≥5x retainer) with full compliance as of July 31, 2024; anti‑hedging/pledging policies in place .
- Shareholder confidence: Strong re‑election vote counts for Callahan; high support for Say‑on‑Pay and equity plan changes at 2025 Annual Meeting .
- Conflicts/related parties: No related‑party transactions disclosed involving Callahan; Corporate Governance Committee oversees related‑party policy and approvals .
- Policy framework: Clawback coverage via equity plan; robust governance practices including majority voting, proxy access, independent lead director, and regular board evaluations .
RED FLAGS
- None disclosed regarding related‑party transactions, hedging/pledging, or compensation committee interlocks in 2024 .
- Company adopted officer exculpation in 2025 (common in Delaware); governance impact monitored by Board; approved by stockholders and filed with Delaware SOS .