Jack VanWoerkom
WEXAbout Jack VanWoerkom
Jack VanWoerkom (age 71) is WEX’s Vice Chairman and Lead Director, serving on the Board since 2005 and appointed Lead Director in September 2019. He is independent under NYSE rules and sits on the Corporate Governance Committee and the Leadership Development and Compensation Committee, bringing decades of legal, risk, and M&A expertise from senior general counsel roles at The Home Depot and Staples and a post-retirement stint as Operating Partner and later General Counsel/Chief Compliance Officer at Porchlight Equity (Highland Consumer Fund) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Home Depot, Inc. | Executive Vice President, General Counsel & Corporate Secretary | Jun 2007 – Jun 2011 | Led legal, governance, and compliance at a global retailer |
| Staples, Inc. | EVP, General Counsel & Secretary | Mar 2004 – Jun 2007 | Senior legal leadership at a public company |
| Staples, Inc. | SVP, General Counsel & Secretary | Mar 1999 – Mar 2004 | Built enterprise legal and governance capabilities |
| Porchlight Equity (Highland Consumer Fund) | Operating Partner | Jun 2015 – Jan 2017 | PE portfolio support; business development and M&A insights |
| Porchlight Equity | General Counsel & Chief Compliance Officer | Jan 2017 – Dec 2018 | Risk and compliance oversight in private equity |
| — | Retired | Jun 2011 – Jun 2015 | — |
External Roles
- Current public company directorships: None disclosed .
- Prior public/private roles: Senior legal executive at The Home Depot and Staples; PE Operating Partner/GC at Porchlight Equity .
Board Governance
- Independence: Determined independent under NYSE standards; serves on two independent committees (LDCC, CGC) .
- Committee memberships and 2024 activity:
- Leadership Development & Compensation Committee (member); 6 meetings in 2024 .
- Corporate Governance Committee (member); 5 meetings in 2024 .
- Lead Director responsibilities: Chairs executive sessions of independent directors, facilitates Board-Chair communications, may call meetings of independents, participates in agenda setting, and represents independent directors in shareholder engagement .
- Board meeting attendance: The Board held 5 meetings in 2024; all directors attended at least 75% of Board and committee meetings for their service period . In 2023 the Board held 9 meetings with ≥75% attendance by all directors .
- Executive sessions: Independent directors meet at least semi-annually without management; Lead Director typically presides .
- Say-on-pay outcomes (signal of investor confidence): 98% support in 2024; 95.6% in 2023 .
Fixed Compensation
| Item | Amount | Notes |
|---|---|---|
| Annual Lead Director Cash Retainer | $125,000 (2024) | Increased to $135,000 effective Oct 1, 2024 for 2025 |
| Annual Non‑Employee Director Cash Retainer | $85,000 (2024 & 2025) | Paid quarterly |
| Committee Chair Retainers | $25,000 LDCC; $20,000 CGC; $30,000 Audit; $20,000 Finance; $20,000 Tech/Cyber | Chair-only; no membership fees disclosed |
| Meeting Fees | None disclosed | — |
| Expense Reimbursement | Reimbursed for travel/related expenses | — |
2024 Director Compensation (Actual):
| Name | Cash Fees | Stock Awards (Grant-date FV) | Total |
|---|---|---|---|
| Jack VanWoerkom | $127,500 | $200,035 | $327,535 |
Fee deferral: Directors may elect to defer cash/equity into DSUs, payable in shares 200 days after Board service ends .
Performance Compensation
Directors receive time‑based RSUs; no performance metrics apply (alignment focused, simple structure).
| Grant | Grant Date | Units/Shares | Fair Value | Vesting | Notes |
|---|---|---|---|---|---|
| Annual Director RSU | May 9, 2024 | 960 RSUs | $200,035 | 100% on May 9, 2025 | Annual retainer grant immediately post‑meeting |
| Annual Director RSU (policy) | May 15, 2025 | ~value $215,000 | — | 1‑year | Policy increased 2025 annual RSU value to ~$215k |
| RSU Award (Form 4) | May 15, 2025 | 1,567 RSUs | — | As granted | Matches 2025 higher value policy; actual units reported on Form 4 |
Clawback and restrictions:
- Anti-hedging/pledging: Directors prohibited from hedging or pledging company stock .
- Clawback: NYSE‑mandated and supplemental clawback policies apply to incentive compensation; equity awards bind to current/future clawback policy .
Other Directorships & Interlocks
- Compensation Committee interlocks: None in 2024 .
- Shared directorships/potential interlocks: None disclosed for VanWoerkom .
Expertise & Qualifications
- Legal/regulatory: Multi‑decade GC experience at Staples and The Home Depot; GC/CCO at Porchlight Equity .
- Risk management: Oversight through GC/CCO roles; deep compliance experience .
- Business development/M&A: Operating Partner in PE and GC roles supporting transactions .
- Global experience: Senior legal leadership at global public companies .
Equity Ownership
| Holder | Common Stock Owned | Right to Acquire (≤May 31, 2025) | Total Beneficially Owned | % Outstanding | DSUs to Convert Post‑Service |
|---|---|---|---|---|---|
| Jack VanWoerkom | 2,860 | 960 | 3,820 | <1% | 6,606 |
- Director ownership guidelines: ≥5x annual director cash retainer; all non‑employee directors were in compliance as of July 31, 2024 .
- Anti‑hedging/pledging: Prohibited for directors and designated employees .
Recent insider transactions (alignment signals):
| Filing Date | Transaction Date | Type | Security | Quantity | Post‑Txn Ownership | Source |
|---|---|---|---|---|---|---|
| May 13, 2024 | May 11, 2024 | M (RSU conversion to common) | Common Stock | 1,147 | 9,466 | |
| May 13, 2024 | May 9, 2024 | A (RSU grant) | RSUs | 960 | 960 (RSUs) | |
| May 13, 2025 | May 9, 2025 | M (RSU conversion to common) | Common Stock | 960 | 10,426 | |
| May 13, 2025 | May 9, 2025 | D (RSU disposition upon vest) | RSUs | 960 | — | |
| May 19, 2025 | May 15, 2025 | A (RSU grant) | RSUs | 1,567 | 1,567 (RSUs) |
Note: Directors may elect DSU deferrals; DSUs convert 200 days post‑service .
Related‑Party Transactions (Conflict Screening)
- Corporate Governance Committee pre‑approves/reviews related‑person transactions under formal policy; no transactions involving VanWoerkom disclosed .
- Disclosed items involve Wellington management fees and an affiliate’s prior 13G ownership, which dropped to 2.1% as of Dec 31, 2024 (no longer a related party), and a family employment relationship unrelated to VanWoerkom (Deshaies) .
Governance Assessment
- Board effectiveness: VanWoerkom’s Lead Director role and dual committee service strengthen independent oversight, executive session discipline, and shareholder engagement channels .
- Alignment: Director equity is simple, annually granted, and time‑based; substantial DSUs indicate long‑term alignment and retention, with anti‑hedging/pledging policies preventing misaligned risk transfer .
- Investor signals: Strong say‑on‑pay approvals (98% in 2024; 95.6% in 2023) and structured shareholder outreach led by the Lead Director support governance credibility .
- Potential red flags:
- Combined Chair/CEO structure introduces concentration risk; mitigated by a strong, active Lead Director with explicit authorities and independent committee leadership .
- No disclosed attendance issues (≥75% threshold met by all directors in 2024) or related‑party ties involving VanWoerkom .
- No hedging/pledging permitted; no repricing or tax gross‑ups noted in director program .
Overall, VanWoerkom presents as a seasoned governance steward with deep legal and risk credentials, clear independence, and strong alignment through equity and DSUs, enhancing Board oversight amid a combined Chair/CEO structure .