David Foss
WEXAbout David Foss
David Foss was appointed as an independent director of WEX effective November 3, 2025, with a term expiring at the 2026 Annual Meeting. He brings 30+ years of fintech and financial services leadership, including serving as President (2014–2022) and CEO (2016–2024) of Jack Henry & Associates; he currently chairs Jack Henry’s board and serves as a director of CNO Financial Group. The WEX board expanded from 11 to 12 directors with his appointment, and the board determined he is independent under NYSE rules and WEX’s Corporate Governance Guidelines. Committee assignments for Mr. Foss were not yet determined at the time of appointment.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Jack Henry & Associates (JKHY) | Chief Executive Officer | 2016–2024 | Led public company; strategic and operational leadership across fintech platforms |
| Jack Henry & Associates (JKHY) | President | 2014–2022 | Executive leadership driving growth and integration |
| Jack Henry (ProfitStars division) | Division leadership consolidating 17 acquired providers into one branded platform (~250 integrated products) | Not specified | Drove integration and product strategy across acquired assets |
| BancTec | Executive roles (financial solutions division; orchestrated sale to Jack Henry in 1999) | Not specified | Corporate development/M&A track record |
| Advanced Computer Systems; NCR | Roles in financial services sector | Not specified | Industry experience in financial technology operations |
External Roles
| Company | Role | Committees/Notes |
|---|---|---|
| Jack Henry & Associates (NASDAQ: JKHY) | Chair of the Board (current) | Public company board leadership |
| CNO Financial Group (NYSE: CNO) | Director (current) | Chairs the Governance & Nominating Committee at CNO |
Board Governance
- Independence: Board determined Mr. Foss is independent under NYSE rules and WEX’s Corporate Governance Guidelines.
- Appointment and term: Appointed November 3, 2025; term expires at the 2026 Annual Meeting.
- Board size and composition: Board increased from 11 to 12 members; 11 of 12 are independent, including Mr. Foss.
- Committee assignments: Not yet determined at the time of appointment.
- Executive sessions: Independent directors meet at least semi-annually in executive session without management/CEO; committees typically also hold executive sessions.
- 2024 committee activity (context): Audit (8 meetings), LDCC (6), Corporate Governance (5), Finance (4), Technology & Cybersecurity (4).
- Compensation Committee interlocks: None required to be disclosed for 2024.
Fixed Compensation
| Component | Amount/Terms | Notes |
|---|---|---|
| Annual non-employee director cash retainer | $85,000 (2025) | Standard board service retainer |
| Lead Director cash retainer | $135,000 (effective 10/1/2024) | Incremental for Lead Director role |
| Audit Committee Chair | $30,000 | Annual chair fee |
| LDCC Chair | $25,000 | Annual chair fee |
| Finance Committee Chair | $20,000 | Annual chair fee |
| Corporate Governance Chair | $20,000 | Annual chair fee |
| Technology & Cybersecurity Chair | $20,000 | Annual chair fee |
| Proration policy | Prorated if appointed other than at annual meeting | Applies to annual cash retainers |
| Fee deferral | Directors may defer cash retainers into DSUs | Payable in shares 200 days after board service ends |
Mr. Foss will receive compensation consistent with other non-employee directors under WEX’s program; cash retainers are prorated for mid-year appointments.
Performance Compensation
| Equity Element | Value/Structure | Vesting/Terms | Notes |
|---|---|---|---|
| Annual RSU grant (non-employee directors) | ~$215,000 (effective for 2025 annual meeting grants) | RSUs vest on first anniversary of grant | Grant value set at closing price on grant date; effective upon conclusion of annual meeting |
| Deferral of equity | Directors may defer equity retainers into DSUs | DSUs payable in shares 200 days post-service | Supports long-term alignment |
| Performance metrics | None for director RSUs | Time-based vesting | Director equity is time-based, not performance-based |
| Program risk controls | Clawback policies; anti-hedging and anti-pledging policies | Firm-wide compensation risk assessment | Anti-hedging/pledging applies to Directors per policy; supplemental clawback policy maintained |
Note: Mr. Foss’s specific equity grant timing/amount upon November 2025 appointment was not disclosed; WEX stated he will be compensated consistent with the non-employee director program.
Other Directorships & Interlocks
| Company | Sector | Role | Potential Interlock Notes |
|---|---|---|---|
| Jack Henry & Associates | Fintech (banking technology) | Chair of the Board | No related-party transactions with WEX disclosed; board affirmed independence |
| CNO Financial Group | Insurance/Financial services | Director; chairs Governance & Nominating Committee | No related-party transactions with WEX disclosed |
Expertise & Qualifications
- Fintech operating leadership and public board experience (JKHY CEO; board chair; CNO director), aligning with WEX’s payments, mobility, and benefits platforms.
- Transformation and integration track record (consolidated 17-acquisition portfolio into single ProfitStars division with ~250 integrated products).
- Broader financial services technology and operations exposure (BancTec, Advanced Computer Systems, NCR).
Equity Ownership
| Category | Amount/Status | Source/Date |
|---|---|---|
| Total beneficial ownership (Common Stock) | 1,500 shares (Direct) | Form 3 filed 11/12/2025; event date 11/03/2025 |
| Derivatives (options/RSUs) | None reported on Form 3 (Table II) | Form 3 filed 11/12/2025 |
| Pledged/hedged shares | Not permitted under policy for Directors | Anti-hedging/anti-pledging policy |
| Director ownership guideline | 5x annual cash retainer; “Equity” includes common, 50% of unvested RSUs, DSUs | Compliance measured after up to 5 years from election; all then-serving directors were in compliance as of 7/31/2024 (pre-dating Mr. Foss) |
Governance Assessment
- Positive: Independent director with deep, directly relevant fintech leadership and public company board experience; board expanded and remains predominantly independent (11 of 12) post-appointment.
- Positive: No related-person transactions; no special arrangements for selection; compensation will follow standard non-employee director program; standard indemnification agreement.
- Positive: Strong alignment mechanisms for directors: equity-based annual grants, deferral into DSUs, 5x retainer ownership guideline, anti-hedging/anti-pledging policies.
- Watch item: Committee assignments were pending at the time of appointment; monitoring eventual placement (e.g., technology, finance, or governance) will inform board effectiveness fit.
- Workload perspective: Concurrent roles as JKHY Chair and CNO director (committee chair at CNO) plus WEX directorship—no interlocks or related-party issues disclosed, but ongoing monitoring of bandwidth is prudent.
Related-party exposure: The company disclosed no related person transactions involving Mr. Foss and WEX requiring Item 404(a) disclosure.