James Groch
WEXAbout James Groch
Independent director of WEX since 2020; age 63. Chairs the Finance Committee and serves on the Audit Committee, with the Board determining he qualifies as an “audit committee financial expert.” Former Global Group President & Chief Investment Officer and earlier CFO & CIO at CBRE Group, with deep experience across finance, M&A, and technology. Independent under NYSE rules; WEX completed board declassification in 2024, and independent directors meet in executive session at least semi-annually .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CBRE Group, Inc. | Global Group President & Chief Investment Officer | May 2019 – Jun 2020 | Oversaw balance sheet, strategy, and M&A (over 90 acquisitions); led development of two core software platforms and SaaS acquisitions . |
| CBRE Group, Inc. | Chief Financial Officer & Chief Investment Officer | Mar 2014 – May 2019 | Finance, accounting, reporting, risk management; extensive corporate development responsibilities . |
| CBRE Group, Inc. | EVP Strategy & Corporate Finance & Chief Investment Officer | Jan 2009 – Mar 2014 | Led strategy, corporate finance, investments via Trammell Crow Company subsidiary . |
| Trammell Crow Company (sold to CBRE in 2006) | Multiple senior roles (President of Funds & Investment Management; Head of Corporate Development; President of Development & Investments - Eastern U.S.; Managing Director, Northeast) | 1991 – 2009 | Became partner in 1988; senior leadership across investment management and development . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Ethos Development, LLC | Co-founder | Since 2020 | Co-founded after departing CBRE; advises CEOs of public and private companies . |
| Public company boards (other than WEX) | — | — | None disclosed in WEX’s proxy biography for Mr. Groch . |
Board Governance
- Committee assignments: Finance Committee Chair; Audit Committee member .
- Audit Committee deemed independent and held 8 meetings in 2024; Finance Committee held 4 meetings in 2024 .
- Audit Committee financial expert: Board determined Mr. Groch qualifies as an “audit committee financial expert” under SEC rules .
- Independence: Board determined Mr. Groch is independent under NYSE standards .
- Attendance: Board met 5 times in 2024; each director attended at least 75% of Board and committee meetings for which they served .
- Executive sessions: Independent directors meet at least semi-annually in executive session; Lead Director presides .
Fixed Compensation
Structure for non-employee directors:
| Component | 2024 Amount | 2025 Amount | Notes |
|---|---|---|---|
| Annual Non-Employee Director Cash Retainer | $85,000 | $85,000 | Paid quarterly; prorated for partial-year service . |
| Lead Director Cash Retainer | $125,000 | $135,000 | Increase effective Oct 1, 2024 . |
| Committee Chair Retainers (Audit/LDCC/Finance/CGC/Tech) | $30,000 / $25,000 / $20,000 / $20,000 / $20,000 | Same | Paid quarterly . |
| Annual Equity Retainer (RSUs) | ~$200,000 grant-date value | ~$215,000 grant-date value | RSUs vest on first anniversary of grant (post-Annual Meeting) . |
Groch – realized director compensation (FY 2024):
| Name | Fees Earned or Paid in Cash | Stock Awards (Grant-Date Fair Value) | Total |
|---|---|---|---|
| James Groch | $287 | $297,605 | $297,892 |
Notes:
- Prorated Finance Committee Chair fees due to chair transition after the 2024 Annual Meeting .
- Directors may defer cash fees and equity retainers into DSUs credited quarterly at closing prices; payable in shares 200 days after cessation of Board service .
Performance Compensation
| Element | Metric | Targeting | Vesting/Measurement | Notes |
|---|---|---|---|---|
| Director RSUs | None (time-based) | Not applicable | One-year cliff vest on first anniversary of grant | No performance metrics (TSR, EBITDA, ESG) are used for non-employee director equity awards per program description . |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards (besides WEX) | None disclosed for Mr. Groch in WEX’s proxy . |
| Compensation Committee interlocks | None during 2024; LDCC composed solely of independent directors . |
Expertise & Qualifications
- Finance, accounting, and reporting expertise; former CFO & CIO of CBRE; designated audit committee financial expert .
- Business development and M&A leadership (over 90 acquisitions), capital markets, and strategy .
- Risk management experience at scale; global/international operating background in Fortune 150 environment .
- Technology leadership: led development of two significant CBRE software platforms and SaaS acquisitions .
Equity Ownership
Beneficial ownership (as of March 31, 2025; 34,243,364 shares outstanding):
| Holder | Common Stock Owned | Right to Acquire (by 5/31/2025) | Total Beneficial Ownership | % Outstanding |
|---|---|---|---|---|
| James Groch | 5,750 | — | 5,750 | <1% |
Additional alignment and unvested awards:
- Deferred stock units scheduled to convert to shares 200 days after separation from Board: Mr. Groch 8,449 shares .
- Unvested RSUs outstanding as of Dec 31, 2024: 960 for each non-employee director (except Cardwell 1,440), vesting May 9, 2025 .
- Director equity ownership guideline: ≥5x annual cash retainer; all non-employee directors were in compliance as of July 31, 2024 .
- Anti-hedging and anti-pledging: directors are prohibited from hedging and pledging WEX shares .
Governance Assessment
- Board effectiveness: Groch’s finance and M&A credentials align with his chair role on the Finance Committee and “audit committee financial expert” status, supporting robust oversight of capital allocation and financial reporting .
- Independence and engagement: Independent under NYSE rules; attended at least 75% of meetings; Audit (8) and Finance (4) committees active in 2024; independent executive sessions conducted semi-annually .
- Ownership alignment: Complies with 5x retainer guideline; maintains RSUs and DSUs; strict anti-hedging/anti-pledging policy reduces alignment risk; beneficial ownership is modest but augmented by DSUs .
- Compensation structure: Simple, transparent, and equity-oriented for directors; RSUs are time-based with no re-pricing or performance metric manipulation risk; 2025 program modestly increased to remain market-competitive .
- Conflicts and related-party exposure: Corporate Governance Committee pre-approves related person transactions; proxy indicates no relationships requiring review other than those set forth, with no Groch-specific items identified in sections reviewed .
RED FLAGS: None evident from disclosed materials (no pledging/hedging, no interlocks, attendance threshold met). Monitoring point: relatively modest direct share ownership versus institutional scale; continue to track DSU/RSU accumulation and any related-party disclosures in future filings .