Nancy Altobello
WEXAbout Nancy Altobello
Independent director of WEX since 2021; age 67; Certified Public Accountant. Former Global Vice Chair, Talent at Ernst & Young (2014–2018) with prior leadership roles including Managing Partner of EY’s Northeast Audit and Advisory Practices and North American Audit Practice; served as an audit partner to leading global organizations . Current WEX board roles: Chair of the Corporate Governance Committee and member of the Leadership Development & Compensation Committee; independence affirmed under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ernst & Young (EY) | Global Vice Chair, Talent; Americas Vice Chair, Talent; Managing Partner, Northeast Audit & Advisory; Managing Partner, North American Audit; Audit Partner | Global VC Talent: Jul 2014–Jun 2018; various prior leadership roles | Led global people strategy; deep finance/accounting and risk oversight; significant regulatory and HCM expertise |
External Roles
| Organization | Role | Committees | Notes |
|---|---|---|---|
| MarketAxess Holdings Inc. | Director | Chair, Compensation & Talent; Member, Nominating & Governance | International fintech company board service |
| Amphenol Corporation | Director | Chair, Audit; Member, Compensation | Major producer of connectors; audit chair responsibilities |
| Prior Boards | CA Technologies; MTS Systems; Cornerstone OnDemand | — | Departed due to acquisitions (CA to Broadcom in 2018; MTS to Amphenol in Apr 2021; Cornerstone to Clearlake in 2021) |
Board Governance
- Committee assignments: Corporate Governance Committee (Chair); Leadership Development & Compensation Committee (Member) .
- Independence: Board determined Nancy Altobello is independent; all members of Audit, Corporate Governance, and LDCC are independent per NYSE and SEC rules .
- Engagement: Corporate Governance Committee met 5 times; LDCC met 6 times in 2024; Board held 5 meetings and all directors attended at least 75% of applicable meetings .
- Executive sessions: Independent directors meet at least semi-annually in executive session; lead director presides .
- Related-party oversight: As CGC Chair, oversees related party transactions policy and pre-approvals; no CGC member participates in review of a transaction where they are a related person .
Fixed Compensation
| Component | 2024 Amount | 2025 Amount | Notes |
|---|---|---|---|
| Annual Non-Employee Director Cash Retainer | $85,000 | $85,000 | Paid quarterly; prorated if appointed off-cycle |
| Corporate Governance Committee Chair Retainer | $20,000 | $20,000 | Committee chair fee |
| LDCC Member Retainer | $0 | $0 | No member fee disclosed |
| Fees Earned (Nancy Altobello, actual 2024) | $105,000 | — | Sum of director and chair retainers |
| Expense Reimbursement | Actuals reimbursed | — | Travel and meeting expenses |
| Fee Deferral | Optional into DSUs | — | Payable 200 days after board service ends |
Performance Compensation
| Equity Type | Grant Value | Grant/Measurement Details | Units/Status | Vesting |
|---|---|---|---|---|
| Annual RSU Retainer (2024) | ~$200,000 | Granted at 2024 Annual Meeting (May 9, 2024); price reference $208.37 | 960 unvested RSUs outstanding for each non-employee director as of Dec 31, 2024 | Vests on first anniversary of grant (May 9, 2025) |
| Annual RSU Retainer (2025) | ~$215,000 | Granted upon conclusion of 2025 Annual Meeting; valued at closing price on grant date | — | Vests on first anniversary of grant |
| New Director RSUs | ~$100,000 (policy) | Granted upon first stockholder election; not applicable to Altobello (joined 2021) | — | Vests on first anniversary |
- No performance metrics are tied to director equity; awards are time-based RSUs intended to align interests with shareholders .
- 2024 equity recognized for Nancy: $200,035 grant-date fair value .
Other Directorships & Interlocks
- WEX LDCC composition in 2024: Callahan, Altobello, Neary, Stephen Smith, VanWoerkom; no compensation committee interlocks disclosed in 2024 under SEC rules .
- Potential interlocks/conflicts: None disclosed involving Altobello and WEX transactions; CGC oversees other directorships and conflicts, and Board applies independence thresholds for outside relationships .
Expertise & Qualifications
- Finance/accounting: >20 years; audit partner experience; CPA; qualifies for finance oversight .
- Risk management and regulatory: Extensive risk expertise from EY leadership and audit roles .
- Global/HCM: Led global talent strategy at EY; strong HCM and sustainability oversight .
- Governance leadership: Chairs WEX Corporate Governance Committee, oversees succession planning and related-party policies .
Equity Ownership
| Item | Detail |
|---|---|
| Ownership Guideline | 5x annual director cash retainer; includes shares, 50% of unvested RSUs, and DSUs |
| Compliance Status | As of July 31, 2024, all then-serving non-employee directors were in compliance (includes Altobello) |
| Hedging/Pledging | Prohibited for executive officers and directors under company practices; no option repricing without stockholder approval |
Governance Assessment
- Strengths: Independent status; chairs CGC with explicit oversight of related-party transactions and board composition; active committee calendar (CGC 5, LDCC 6) signals engagement; director equity and ownership guidelines support alignment .
- Signals: WEX reported strong say-on-pay support (~98% in 2024), robust investor engagement (~64% of shares outreach), and use of independent compensation consultant (CAP) for executive and director compensation benchmarking—supports confidence in governance process .
- Potential risks/RED FLAGS: None disclosed specific to Altobello; no related-party transactions involving her; no committee interlocks; hedging/pledging prohibited. Cross-board workload (MarketAxess audit/comp leadership; Amphenol audit chair) implies significant time commitments but also deep expertise; monitor for overboarding risks depending on evolving policies and meeting loads .