Stephen Smith
WEXAbout Stephen Smith
Stephen Smith (age 54) has served on WEX’s Board since 2019 and is an independent director. He is President and Chief Executive Officer of L.L.Bean, a privately held omnichannel consumer lifestyle brand, since January 2016. On the WEX Board, he chairs the Leadership Development and Compensation Committee (LDCC) and serves on the Finance Committee, bringing global retail operating experience and sustainability focus to WEX’s human capital and capital allocation oversight .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| L.L.Bean | President & CEO; Director | Jan 2016–present | Leads global brand; stakeholder-oriented governance and DEI initiatives |
| Walmart (ASDA UK; China) | Senior executive roles in marketing, merchandising, e-commerce | Jul 2011–Nov 2015 | Executive sponsor of diversity efforts at ASDA (2012–2015) |
| Delhaize Group (now Ahold Delhaize) | Various leadership roles (US & Belgium) | 2003–2011 | International operating leadership across multiple markets |
External Roles
| Organization | Capacity | Tenure | Notes |
|---|---|---|---|
| Retail Industry Leaders Association (RILA) | Director | Current | Industry advocacy in Washington, DC |
| Appalachian Mountain Club | Director | 2016–2022 | Non-profit environmental conservation and recreation |
| Dickinson College | Board of Trustees | Current | Governance in higher education |
Board Governance
- Committee assignments: Chair, LDCC; Member, Finance Committee .
- Independence: Board determined Stephen Smith is independent under NYSE rules; all LDCC and Finance Committee members are independent .
- Meetings and attendance: Board met 5 times in 2024; all directors attended at least 75% of Board and applicable committee meetings. Independent directors meet in executive session at least semi-annually, led by the Lead Director (Jack VanWoerkom) .
- Committee activity: LDCC held 6 meetings in 2024; Finance Committee held 4. No compensation committee interlocks were reported for 2024 .
Fixed Compensation
| Component | 2024 Amount | Vesting/Terms | Notes |
|---|---|---|---|
| Annual non-employee director cash retainer | $85,000 | Quarterly | Standard cash retainer |
| LDCC Chair cash retainer | $25,000 | Quarterly | Committee chair fee |
| Total cash paid (Stephen Smith) | $110,000 | 2024 | As disclosed in director compensation table |
| Annual equity retainer (RSUs) | $200,035 | Vests on first anniversary of May 9, 2024 grant | Based on $208.37 closing price; 960 RSUs typical grant |
| 2025 equity retainer (RSUs) | ~$215,000 | Vests on first anniversary of grant post-2025 AGM | Program change effective Oct 1, 2024 |
| Fee deferral option (DSUs) | Available | Payable 200 days after cessation of Board service | Directors may defer fees/equity into DSUs; no DSUs listed for Stephen under plan grants |
Performance Compensation
LDCC oversees executive pay-for-performance programs; key metrics and 2024 outcomes below.
| Metric | Weight | Threshold | Target | Max | 2024 Actual | Payout Factor |
|---|---|---|---|---|---|---|
| Adjusted Revenue ($mm) | 40% | 2,592.6 | 2,729.1 | 2,865.6 | 2,614.3 | 23.2% |
| Adjusted Operating Income ($mm) | 60% | 1,030.1 | 1,107.6 | 1,163.0 | 1,063.6 | 43.0% |
| Weighted STIP payout (corporate) | — | — | — | — | — | 66.1% |
| 2022–2024 PRSU payout | 60% ANI-EPS; 40% Adjusted Revenue | — | — | — | ANI-EPS 139.6%; Adj. Rev. 200% | 163.8% |
Additional governance features under LDCC oversight include double-trigger change-in-control for executives, stock ownership guidelines, and clawbacks (mandatory and supplemental beyond NYSE requirements). Hedging/pledging by directors and designated employees is not permitted under the insider trading policy .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None disclosed for Stephen Smith |
| Compensation Committee interlocks | None in 2024 (LDCC comprised solely of independent directors) |
| Related-party transactions | Board-approved policy governs review/approval; no transactions disclosed relating to Stephen Smith. Specific related-party items disclosed did not involve him |
Expertise & Qualifications
- Global/international leadership with eight years managing foreign offices (Belgium, China, UK) .
- Business development and operations leadership as L.L.Bean CEO; sustainability, DEI initiatives; governance program participation at Kellogg .
- Human capital and stakeholder governance orientation aligned to LDCC remit .
Equity Ownership
| Holder | Common Stock Owned | Right to Acquire | Total Beneficial Ownership | % of Outstanding | Notes |
|---|---|---|---|---|---|
| Stephen Smith | 6,011 | 960 | 6,971 | <1% | Right to acquire includes RSUs/MSUs vesting through May 31, 2025; percent based on 34,243,364 shares outstanding |
| Unvested RSUs at 12/31/2024 | — | — | 960 | — | Annual director RSUs vest May 9, 2025 |
| Director equity ownership guideline | — | — | — | — | 5x annual cash retainer; all non-employee directors in compliance as of July 31, 2024 |
Governance Assessment
- Strengths: Independent status; chairs LDCC with robust governance (six meetings; independent consultant CAP; strong say‑on‑pay support ~98%); clear performance metrics with measured outcomes; prohibition on hedging/pledging; clawback framework; ownership guideline compliance indicates alignment .
- Committee effectiveness: LDCC oversight spans executive comp design, equity plans, and human capital strategy; Finance Committee membership aligns with strategic transaction oversight (M&A, capital structure) .
- Attendance and engagement: Board met 5 times; all directors met at least the 75% attendance threshold; independent director executive sessions held at least semi‑annually, supporting effective oversight culture .
- Conflicts/related-party exposure: No Stephen Smith‑related transactions disclosed; Board policies require recusal and set quantitative thresholds to avoid material relationships, reducing conflict risk even where directors serve other entities .
- Signals for investors: Strong say‑on‑pay support (~98%) and LDCC process rigor suggest credible pay‑for‑performance governance under Smith’s chairmanship; equity retainer structure and guideline compliance support “skin‑in‑the‑game” for directors .
RED FLAGS: None disclosed specific to Stephen Smith. No hedging/pledging allowed; no compensation committee interlocks in 2024; no related‑party transactions involving him reported .