Jan Siegmund
Director at WU
Board
About Jan Siegmund
Independent director of The Western Union Company since 2019; age 60. He serves as Audit Committee Chair and a member of the Compliance Committee, and is designated an audit committee “financial expert.” Former CFO of Cognizant (2020–2023) and ADP (2012–2019), with prior strategy and operating leadership roles at ADP (joined 1999). He currently serves on the board of Marsh & McLennan Companies, Inc. .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cognizant Technology Solutions | Chief Financial Officer | 2020–2023 | Senior finance leadership for professional services provider |
| Automatic Data Processing (ADP) | Corporate VP & Chief Financial Officer | 2012–2019 | Global HCM finance leadership |
| Automatic Data Processing (ADP) | President, Added Value Services & Chief Strategy Officer | 2009–2012 | Strategy and product leadership |
| Automatic Data Processing (ADP) | Various positions of increasing responsibility | 1999–2009 | Operations and strategy roles |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Marsh & McLennan Companies, Inc. | Director | Current | Not specified in WU proxy |
Board Governance
- Independence status: The Board determined Mr. Siegmund is independent under NYSE and company standards .
- Committee assignments: Audit Committee Chair; Compliance Committee member .
- Audit Committee financial expert: Board designated Mr. Siegmund as a “financial expert” (Item 407(d) of Reg S‑K) .
- Attendance and engagement:
- Board meetings held in 2024: 6; each director attended at least 75% of Board and committee meetings on which they served .
- Audit Committee meetings in 2024: 8 .
- Compliance Committee meetings in 2024: 4 .
- All directors attended the 2024 Annual Meeting of Stockholders .
- Leadership structure: Independent Non‑Executive Chair; independent Board committees .
- Audit committee workload safeguard: None of the Audit Committee members serve on more than two other public company audit committees .
- Compliance remit: Oversight includes AML, sanctions, anti‑corruption, fraud prevention, consumer protection, privacy; oversight of AI use informally added in 2024 .
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Board annual cash retainer | $85,000 | Standard for outside directors |
| Audit Committee Chair retainer | $35,000 | Increased from $30,000 for 2023 |
| Compliance Committee member retainer | $10,000 | Standard for non‑chair members (other than Audit) |
| Total cash fees paid to Jan Siegmund (2024) | $130,000 | Sum of Board + Audit Chair + Compliance member |
Directors may elect to receive retainers in cash, equity, or a combination; amounts prorated for partial years .
Performance Compensation
| Award | 2024 Value | Form/Choice | Vesting | Performance Conditions |
|---|---|---|---|---|
| Annual director equity grant | $200,000 | Choice of all RSUs, all options, or mixes (75/25 or 50/50) | One‑year vesting; pro‑rata on qualifying departure | None disclosed for directors (time‑based only) |
| Jan Siegmund 2024 equity | $200,000 | Reported as stock awards; no option award | One‑year vesting (per program) | None (time‑based) |
Non‑Executive Chair separately receives $360,000 annual equity grant and $125,000 retainer (structure reference) .
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Conflict |
|---|---|---|
| Marsh & McLennan Companies, Inc. | Director | No related person transactions disclosed for 2024; Board independence confirmed |
- Related‑party transactions: Company reports no related person transactions in 2024; any such transactions would require approval under the Related Person Transactions Policy .
- Prohibition on pledging/hedging for directors and senior executives reduces misalignment risk .
Expertise & Qualifications
- CFO experience: Cognizant (2020–2023), ADP (2012–2019) .
- Financial literacy and audit committee financial expert designation .
- Global operational experience indicated in Board skills matrix .
- Tenure/age context: Age 60; tenure approximately 6 years (director since 2019) .
Equity Ownership
| Metric | Value | As‑of |
|---|---|---|
| Beneficial ownership (shares) | 89,247 | March 18, 2025 |
| Ownership as % of outstanding | <1% | March 18, 2025 |
| Options exercisable within 60 days | 79,247 | March 18, 2025 (per footnote) |
| Stock units outstanding (incl. fully vested deferred) | 36,276 | Dec 31, 2024 |
| Stock options outstanding | 79,247 | Dec 31, 2024 |
Ownership policy and alignment:
- Director stock ownership guideline: 5× annual cash retainer, to be achieved within 5 years of initial election; unexercised options do not count toward compliance .
- Compliance status: As of the record date, all outside directors have met or are expected to meet the guidelines within the applicable period .
- Pledging/hedging: Prohibited for directors and senior executives .
Governance Assessment
-
Strengths
- Independent audit chair with designated “financial expert” status, enhancing oversight of financial reporting, auditor independence, and internal controls; Audit Committee met 8 times in 2024 .
- Strong attendance/engagement signals: Board met 6 times; all directors attended ≥75% of their meetings; all directors attended the 2024 annual meeting .
- Clear independence and conflict controls: Board determined independent; no related person transactions in 2024; policy oversight by Corporate Governance, ESG & Public Policy Committee .
- Alignment measures: Director equity grant increased to $200,000 in 2024 (from $160,000 in 2023), one‑year vesting; ownership guideline at 5× retainer; hedging/pledging prohibited .
- Workload governance: None of the Audit Committee members serve on >2 other public company audit committees, mitigating “overboarding” risk .
-
Watch items
- Pay level changes: 2024 saw increases to equity grant value and Audit Chair fee ($35k from $30k), aligning to market median—appropriate but monitor for pay inflation over time .
- Multiple board commitments: Serves on Marsh & McLennan’s board; while within policy limits, continue monitoring time commitments relative to committee leadership demands at WU .
-
Compliance and signals
- Section 16 compliance: Company believes all required director/insider filings were timely in 2024; only a late Form 4 noted for a non‑director executive due to administrative error .
- Compliance oversight scope includes AML/sanctions/anti‑corruption/privacy and added oversight of AI use in 2024—relevant to Western Union’s regulatory risk profile; Mr. Siegmund participates as a member of the Compliance Committee .
Board Governance (Detail)
| Item | Detail |
|---|---|
| Independence | Independent director |
| Committees | Audit (Chair); Compliance (Member) |
| Audit Committee financial expert | Yes (Board‑designated) |
| 2024 Meetings | Board: 6; Audit: 8; Compliance: 4 |
| Attendance | Each director attended ≥75% of Board/committee meetings served |
| Annual Meeting attendance (2024) | All directors attended |
| Board leadership | Independent Non‑Executive Chair; independent committees |
Director Compensation (2024)
| Component | Jan Siegmund ($000) | Notes |
|---|---|---|
| Fees earned or paid in cash | 130.0 | Matches $85k Board + $35k Audit Chair + $10k Compliance member |
| Stock awards | 200.0 | Annual equity grant; director‑selected form; time‑vest |
| Option awards | — | No option award elected in 2024 |
| All other compensation | — | No disclosed “all other” in 2024 |
| Total | 330.0 | Sum of above |
Program structure (reference):
- Standard outside director cash: $85k Board retainer; committee chair retainers: Audit $35k (raised from $30k), Compliance $30k, Compensation and Corporate Governance $25k; non‑chair retainers: Audit $20k, other committees $10k .
- Equity: $200k annual grant; choice among RSUs, options, or mixes; one‑year vest; Non‑Executive Chair receives $360k equity and $125k retainer .
Related‑Party, Conflicts & Policies
- Related‑party transactions: None in 2024; all such transactions require committee/Board approval under policy .
- Independence thresholds: Proxy details categorical standards (compensation, auditor relationships, interlocks, commercial ties, indebtedness, charitable contributions); Board confirmed independence of Mr. Siegmund .
- Pledging/hedging: Prohibited for directors .
- Indemnification agreements: Standard director indemnification agreements in place .
Equity Ownership (Snapshot & Composition)
| Category | Quantity |
|---|---|
| Beneficial ownership (shares) | 89,247 |
| Ownership % of outstanding | <1% |
| Options exercisable within 60 days | 79,247 |
| Stock units outstanding (incl. fully vested deferred) | 36,276 |
| Stock options outstanding | 79,247 |
Policy notes:
- Guideline: 5× annual cash retainer (to be met within 5 years); unexercised options excluded from guideline measurement; as of record date, all outside directors have met or are expected to meet .
- Prohibition against pledging/hedging supports alignment .
Governance Assessment (Bottom Line)
- As Audit Committee Chair and a designated financial expert with CFO track record, Mr. Siegmund strengthens financial oversight and controls—key for investor confidence in a regulated, high‑compliance business like Western Union .
- His compensation structure and ownership (equity grant, options, stock units) align interests, supported by robust ownership guidelines and anti‑pledging/hedging policies .
- No 2024 related‑party transactions and strong attendance support governance quality; monitor evolving director pay levels (equity and Audit Chair retainer increases) and multi‑board commitments, though within policy limits and typical market practice .