Derrick Roman
WEXAbout Derrick Roman
Derrick Roman, 61, is an independent director of WEX since 2021 and serves as Chair of the Audit Committee and a member of the Finance Committee; the Board has determined he is independent and that he qualifies as an “audit committee financial expert.” He is a former PwC partner (1997–September 2020) with deep audit, SEC reporting, internal controls, ERM, and transaction experience, and is a CPA with memberships in AICPA, Institute of Internal Auditors, and NABA (Corporate Advisory Board). He also currently serves as a Public Governor at FINRA and was recognized with the Diligent Climate Leadership Certificate and the NACD CERT in Cyber-Risk Management, reflecting ongoing governance and cybersecurity education .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PricewaterhouseCoopers LLP | Audit, Consulting, and Senior Client Relationship Partner | 1997–Sep 2020 | Led public company audits; SEC reporting; internal controls; ERM; M&A, debt/equity offerings, ABS financings; led digital transformation and automation; served on PwC CEO Nominating Committee and PwC Foundation board . |
External Roles
| Organization | Role | Tenure | Committees/Focus |
|---|---|---|---|
| CommScope Holding Company, Inc. | Director | Current | Audit Committee member . |
| FINRA | Public Governor | Current | Self-regulatory oversight; public governor role . |
| AICPA; Institute of Internal Auditors; NABA | Member | Current | Professional affiliations; NABA Corporate Advisory Board . |
Board Governance
- Committee assignments (2024–2025 slate): Audit Committee (Chair) and Finance Committee (Member); Audit Committee met 8x in 2024; Finance Committee met 4x .
- Independence: Board determined Roman is independent; all Audit and Finance members are independent; Roman is designated an “audit committee financial expert” alongside James Groch .
- Attendance: The Board held 5 meetings in 2024 and each director attended at least 75% of Board and committee meetings for their service period; independent directors meet in executive session at least semi-annually .
- Lead Independent Director: Jack VanWoerkom serves as Vice Chairman and Lead Director, chairs independent executive sessions and facilitates communications with the Chair/CEO and shareholders .
Fixed Compensation
| Component (Non-Employee Director) | 2024 Amount | Notes |
|---|---|---|
| Annual Board Cash Retainer | $85,000 | Paid quarterly . |
| Audit Committee Chair Retainer | $30,000 | Paid quarterly; Roman as Chair totals $115,000 cash . |
| Annual Equity Retainer (RSUs) | ~$200,000 | Granted at 2024 Annual Meeting; RSUs vest on first anniversary . |
| 2024 Total (Roman) | $315,035 | Fees $115,000; Stock Awards $200,035 . |
| 2025 Equity Retainer (RSUs) | ~$215,000 | Effective immediately following 2025 Annual Meeting . |
| Fee Deferral | Available | Cash and equity may be deferred into DSUs; paid in shares 200 days after board service ends . |
Performance Compensation
- WEX does not disclose performance-based elements for non-employee director compensation; annual director equity is time-based RSUs (no options or PRSUs for directors in 2024) .
- No director-specific performance metrics, severance, or change-in-control provisions are disclosed for non-employee directors beyond standard board compensation program .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Potential Interlocks/Conflicts |
|---|---|---|---|
| CommScope Holding Company, Inc. | Director | Audit Committee | No related person transactions involving Roman disclosed by WEX; Corporate Governance Committee oversees related-party reviews . |
| FINRA | Public Governor | — | Regulatory governance role; no WEX related-party issues disclosed . |
- Compensation Committee interlocks: WEX disclosed no compensation committee interlocks in 2024; Roman is not on LDCC .
Expertise & Qualifications
- Financial reporting, audit, and internal controls (CPA; 20+ years PwC partner; audit committee financial expert at WEX) .
- Risk management and compliance (ERM, internal audit, compliance programs at PwC; Audit Chair oversight at WEX) .
- Transactions and capital markets (M&A, IPOs/secondaries, ABS financings) .
- Digital transformation and automation (led initiatives at PwC) .
- Sustainability and DEI governance exposure (PwC leadership roles; Diligent Climate Leadership Certificate) .
- Cybersecurity governance education (NACD CERT in Cyber-Risk Management) .
Equity Ownership
| Item | Detail |
|---|---|
| Common shares beneficially owned | 2,657 shares; less than 1% of outstanding . |
| Right to acquire within measurement window | None disclosed for Roman in “Right to Acquire” column . |
| Unvested RSUs (as of 12/31/2024) | 960 RSUs for each non-employee director (except Cardwell) vesting May 9, 2025 . |
| Deferred Stock Units (DSUs) | 2,210 DSUs scheduled to convert 200 days post-separation . |
| Ownership guidelines | Minimum 5x annual cash retainer; as of July 31, 2024 all non-employee directors were in compliance . |
| Hedging/pledging | Prohibited for directors under WEX policy . |
Governance Assessment
- Strengths for investor confidence: Independent Audit Committee Chair with “financial expert” designation; 8 Audit Committee meetings in 2024; all directors ≥75% attendance; robust anti-hedging/anti-pledging policy; director ownership guidelines with full compliance; structured related-party review by Corporate Governance Committee; and clear disclosure of director pay mix emphasizing equity alignment .
- Conflicts/related parties: No related person transactions involving Roman disclosed; Company disclosed a Wellington investment management arrangement and a relative employment situation unrelated to Roman; Corporate Governance Committee pre-approves related-person transactions and prohibits those not in stockholders’ best interests .
- Compensation alignment: Roman’s 2024 pay comprised $115,000 cash (board + chair retainers) and ~$200,035 in time-based RSUs, aligning director interests with shareholders without performance risk-taking incentives for directors .
- Board structure and oversight: Combined Chair/CEO with an active Lead Independent Director; independent directors meet in executive session at least semi-annually; Roman’s Audit leadership complements Finance Committee membership for capital structure and transaction oversight .
Overall: Roman’s profile (CPA, former PwC partner, audit financial expert) and his current role as Audit Chair are positives for financial oversight and risk governance; no WEX-disclosed conflicts related to him; ownership alignment is supported by RSUs/DSUs and strict anti-hedging/pledging policies .