Stephen K. Roddenberry
About Stephen K. Roddenberry
Stephen K. Roddenberry is Lead Independent Director of World Kinect Corporation and a long-tenured director, serving since 2006. He is a partner at the law firm Akerman LLP (since 1988) with expertise in corporate governance, securities, M&A and private equity, and is recognized for legal/regulatory and capital markets skills. Age 76; independent under NYSE standards; he presides over executive sessions of independent directors and reviews board agendas as Lead Director .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Akerman LLP | Partner (Attorney) | Since 1988 | Advises on corporate compliance/governance, securities, M&A, private equity |
| World Kinect Corporation | Director | Since 2006 | Lead Independent Director; Governance Committee Chair; Compensation Committee member |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Not disclosed in proxy | — | — | No other public company directorships identified in WKC 2025/2024 proxies for Roddenberry |
Board Governance
- Lead Independent Director with authority to preside over executive sessions, liaise between independent directors and Chair/CEO, review agendas/schedules, call meetings, and retain advisors; board views role as a key independence safeguard .
- Committee roles: Governance Committee Chair; Compensation Committee member; independent status confirmed by the Board for Governance and Compensation committees .
- Board/committee activity: Board met four times in 2024; all directors attended at least 75% of aggregate Board and committee meetings; Roddenberry presides over executive sessions . Compensation Committee met seven times in 2024; Governance Committee met four times in 2024 .
- Compensation Committee interlocks: none; no insider participation in 2024 .
- Independence: All directors other than the CEO are independent under NYSE; committee compositions are entirely independent .
Fixed Compensation
- Standard cash fee structure (2024–2025 term):
- Board annual fee $100,000
- Lead Independent Director additional $40,000
- Committee member fees: Audit $15,000; Compensation/Technology & Operations/Sustainability & Corporate Responsibility $10,000 each; Nominating Subcommittee $5,000
- Committee chair fees: Audit $35,000; Compensation/Technology & Operations $30,000; Governance/Sustainability $20,000; Nominating Subcommittee $15,000 .
- 2024 cash earned by Stephen K. Roddenberry: $170,000; total director compensation $365,019 (stock awards $195,019) .
| Item | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash (2024) | 170,000 |
| Total Compensation (2024) | 365,019 |
Performance Compensation
- Equity awards structure (non-management directors, 2024): $175,000 RSUs for board service; additional $10,000 RSUs for Governance Committee membership; additional $10,000 RSUs for Governance Committee Chair; RSUs vest on earlier of day prior to next annual meeting or one year from grant; upon vesting, 100% of shares issued .
- Roddenberry 2024 stock awards grant-date fair value: $195,019; RSUs granted for 2024–2025 term: 7,362 units .
- Settlement schedule (as of April 10, 2025): 7,362 shares to be delivered June 2025; 16,679 shares delivered upon departure from the Board (vested/deferred units) .
| Metric | 2024 Grant | Vesting / Settlement |
|---|---|---|
| RSUs granted (units) | 7,362 | Vest earlier of next annual meeting or 1 year |
| Stock awards (grant-date FV, $) | 195,019 | Settlement: 7,362 in June 2025; 16,679 upon Board departure |
| Performance metrics tied to director equity | None disclosed (time-based RSUs) |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Other public company boards | Not disclosed for Roddenberry in 2024–2025 proxies |
| Committee interlocks | None for Compensation Committee in 2024 |
Expertise & Qualifications
- Corporate governance leadership (Lead Independent Director; Governance Chair) .
- Legal and regulatory expertise, capital markets/M&A, private equity investment management .
- Engagement: Led individual director interviews for 2023 board/committee self-evaluation; summarized results to Governance Committee and committees in early 2024 .
Equity Ownership
| Item | Value |
|---|---|
| Beneficial ownership (shares) | 126,555; less than 1% of outstanding shares |
| RSUs/stock units held (Dec 31, 2024) | 24,041 units (RSUs); no deferred stock units disclosed for Roddenberry |
| Vested/settlement detail | 24,041 shares issuable from vested/will-vest units within 60 days; 7,362 delivered June 2025; 16,679 upon Board departure |
| Director stock ownership guidelines | Minimum of 5x annual fee ($500,000) within 5 years; all non-management directors compliant |
| Hedging/pledging policy | Hedging prohibited; pledging discouraged and requires prior approval; pledged shares don’t count toward executive ownership guidelines |
Governance Assessment
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Strengths
- Independent leadership: Roddenberry serves as Lead Independent Director, enhancing agenda control, executive session oversight, and shareholder access—key checks and balances with combined Chair/CEO roles .
- Committee influence: Governance Committee Chair with mandate over board composition, evaluations, principles, and director pay; Compensation Committee member with oversight of executive compensation and human capital .
- Attendance and engagement: Board met four times in 2024 with at least 75% attendance; Roddenberry presides over executive sessions; led the qualitative self-evaluation process via one-on-one interviews in 2023—indicative of active board development .
- Alignment: Meaningful equity via RSUs with structured vesting and deferred settlement until departure; directors meet ownership guidelines (5x annual fee), supporting skin-in-the-game .
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Potential conflicts and monitoring points
- Law firm affiliation: As a partner at Akerman LLP, potential related-party exposure would be a red flag if the firm provides services to WKC; no related-party transactions disclosed tied to Roddenberry in the proxy—continue monitoring 8-Ks and future proxies for any engagements .
- Combined Chair/CEO: Mitigated by robust Lead Independent Director role and independent committee structure; maintain vigilance on executive session cadence and agenda-setting .
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RED FLAGS
- None disclosed regarding low attendance, say-on-pay issues, hedging/pledging by Roddenberry, or related-party transactions. Company-wide prohibitions on hedging and discouragement of pledging reduce alignment risk .