Jeffrey A. Joerres
Non-Executive Chair of the Board at WU
Board
About Jeffrey A. Joerres
Jeffrey A. Joerres, age 65, is Western Union’s independent Non‑Executive Chair of the Board, serving as a director since 2015. He previously served as CEO (1999–2014) and Executive Chair (2014–2015) of ManpowerGroup, and brings extensive global operational experience; he currently sits on the boards of Artisan Partners Asset Management Inc. and ConocoPhillips . The Board has affirmatively determined he is independent under NYSE and Company guidelines . In 2024, the Board met 6 times and all directors attended ≥75% of meetings; all directors also attended the 2024 Annual Meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ManpowerGroup Inc. | Chief Executive Officer | 1999–2014 | Led global workforce solutions; later served as Chair of the Board (2001–2014), then Executive Chair (2014–2015) |
| ManpowerGroup Inc. | Executive Chair | 2014–2015 | Oversight of global operations and strategy |
| ManpowerGroup Inc. | VP Marketing; SVP European Ops & Marketing/Major Account Development | Pre‑1999 | International operating and marketing leadership |
| Artisan Funds, Inc. | Director | 2001–2011 | Investment oversight experience |
| Johnson Controls International plc | Director | 2016–2017 | Global industrial board experience |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Artisan Partners Asset Management Inc. | Director | Current | Public company board service |
| ConocoPhillips | Director | Current | Public company board service |
Board Governance
- Role: Non‑Executive Chair; presides over Board and stockholder meetings, sets agendas, leads executive sessions, oversees CEO performance and succession, and approves Board information/schedules .
- Committee assignments: None; committee membership limited to independent directors; current committee chairs are Siegmund (Audit), Miles (Compensation), Murphy (Compliance), Holden (Corporate Governance/ESG/Public Policy) .
- Independence: Board determined Mr. Joerres and all non‑management directors are independent; Board and committees are independent; independent Chair structure .
- Attendance: Board met 6 times in 2024; all directors attended ≥75% of Board/committee meetings; all directors attended 2024 Annual Meeting .
- ESG oversight: Board and committees share ESG oversight responsibilities; robust codes of conduct and insider trading policy in place; pledging and hedging by directors prohibited .
Fixed Compensation
| Component | Amount | Vesting/Terms | Notes |
|---|---|---|---|
| Annual Board Retainer (Non‑Exec Chair) | $125,000 | N/A (cash or equity election) | Non‑Exec Chair receives retainer in lieu of standard director retainer |
| Committee Membership/Chair Fees | N/A for Chair | N/A | Chair compensation replaces committee retainers |
| 2024 Director Compensation (Joerres) | Fees earned in cash: $125,000; Stock awards: $0; Option awards: $360,000; All Other: $0; Total: $485,000 | Options per annual equity grant | Footnote notes he (and two others) elected to receive annual retainer fees in equity as described in Equity Compensation section |
Performance Compensation
| Equity Component | Annual Grant Value | Form | Vesting/Terms |
|---|---|---|---|
| Non‑Executive Chair Annual Equity Grant | $360,000 | Director equity (mix choice includes options and/or RSUs) | One‑year vesting; directors may elect award form: all options, all RSUs, or combinations; available alternatives include 75/25, 50/50, 25/75 splits between options and RSUs |
| Standard Outside Director Annual Equity Grant (reference for structure) | $200,000 | Director equity (options/RSUs per election) | One‑year vesting; elective form as above (outside directors; Chair has separate grant) |
No director performance metrics (e.g., revenue/EPS) are tied to director compensation; awards are time‑based and intended to align directors with shareholders .
Other Directorships & Interlocks
| Company | Relationship to WU | Potential Conflict Notes |
|---|---|---|
| Artisan Partners Asset Management Inc. (current director) | No disclosed transactions with WU | Company discloses no related person transactions in 2024 |
| ConocoPhillips (current director) | No disclosed transactions with WU | Company discloses no related person transactions in 2024 |
- Related party transactions: None in 2024 under Company policy; Corporate Governance/ESG/Public Policy Committee reviews/approves any such transactions .
Expertise & Qualifications
- Former CEO and Executive Chair of a large, U.S.-based global company providing workforce solutions, with global operational expertise and prior board service across industrial, energy, and investment firms .
- Board matrix attributes for Joerres include CEO experience, financial literacy, global operational experience .
Equity Ownership
| Metric | Value | Detail/Definition |
|---|---|---|
| Beneficial Ownership (Shares) | 362,905 | As of March 18, 2025; includes options exercisable within 60 days |
| Options Exercisable within 60 Days | 350,610 | As of March 18, 2025 (aggregate exercisable within 60 days) |
| Stock Units Outstanding | 191,591 | Director stock units (includes deferred stock units) as of 12/31/2024 |
| Stock Options Outstanding (legacy) | 11,448 | Director stock options as of 12/31/2024 |
| Ownership % of Outstanding | <1% | As reported; less than 1% of outstanding shares |
| Director Stock Ownership Guideline | 5× annual cash retainer | Must be achieved within 5 years; all outside directors met or are expected to meet |
| Pledging/Hedging | Prohibited | Applies to all directors under insider trading policy |
Insider Trades (Form 4)
| Filing Date | Transaction Date | Type | Securities Transacted | Price | Post‑Transaction Securities Owned | Security |
|---|---|---|---|---|---|---|
| 2025‑02‑26 | 2025‑02‑24 | Award (A) | 433,037 | $10.64 | 433,037 | Director Stock Option (Right to Buy) |
| 2024‑02‑28 | 2024‑02‑26 | Award (A) | 339,162 | $12.80 | 339,162 | Director Stock Option (Right to Buy) |
Governance Assessment
- Strengths: Independent Non‑Executive Chair; clear leadership and oversight responsibilities; full independence determination; robust codes and insider trading policy; prohibition on pledging/hedging; strong director ownership guidelines; full attendance thresholds met and Annual Meeting attendance; no related‑party transactions disclosed for 2024 .
- Compensation alignment: Chair comp is modest cash retainer with equity‑based alignment; directors can elect equity form; outside director equity levels increased to market median (from $160k to $200k), indicating competitive but shareholder‑aligned compensation; Non‑Executive Chair equity fixed at $360k with one‑year vesting .
- Investor confidence signals: “Say‑on‑pay” support ~91% in 2024; ongoing stockholder engagement and independent consultant (Meridian) used for director/executive comp benchmarking .
- RED FLAGS: None observed regarding attendance, related‑party dealings, pledging/hedging, or compensation anomalies for directors in 2024 .