Martin I. Cole
Director at WU
Board
About Martin I. Cole
Martin I. Cole, age 68, is an independent director of The Western Union Company, serving since 2015. He sits on the Compensation and Benefits Committee and the Corporate Governance, ESG, and Public Policy Committee, and brings CEO, financial literacy, emerging markets, and global operational expertise from senior roles at Accenture and board leadership at Cloudera and Magnitude Software . Cole also serves as board chair at Western Digital Corporation (appointed 2025) and as chairman (non-executive, non-independent) at Sagility India Limited since 2022 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Accenture plc | Chief Executive, Technology Group | 2012–2014 | Led global technology services; prior leadership of CMT and Government operating groups |
| Accenture plc | Chief Exec., Communications, Media & Technology | 2006–2012 | Oversaw global CMT; deep operational expertise |
| Accenture plc | Chief Exec., Government Operating Group | 2004–2006 | Managed public sector services/technology |
| Accenture plc | Managing Partner, Outsourcing & Infrastructure Delivery | 2002–2004 | Led outsourcing/infrastructure delivery |
| Accenture plc | Partner, Outsourcing and Government Practices | 1989–2002 | Senior partner roles; joined Accenture in 1980 |
| Cloudera, Inc. | Chair of Board; Interim CEO; Director | Chair/Interim CEO 2019–2020; Director 2014–2020 | Served as lead independent director (2016–2020); board leadership through transition |
| Magnitude Software Inc. | Chair of Board; Interim CEO | Chair 2020–2021; Interim CEO 2020 | Enterprise data integration/analytics oversight |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| Western Digital Corporation | Director; Board Chair | Director since 2014; Chair in 2025 | Large multinational storage products manufacturer; governance and oversight |
| Sagility India Limited | Chairman (non-exec, non-independent) | 2022 | Non-executive leadership in healthcare operations outsourcing |
Board Governance
- Committees: Member, Compensation and Benefits Committee; Member, Corporate Governance, ESG, and Public Policy Committee .
- Independence: Board determined Cole to be independent under NYSE and company guidelines .
- Attendance: Board met 6 times in 2024; each director attended at least 75% of Board/committee meetings; all directors attended the 2024 Annual Meeting .
- Committee activity: Compensation and Benefits Committee held 5 meetings in 2024; Corporate Governance, ESG, and Public Policy Committee held 4 meetings in 2024 .
- Governance practices: Majority vote standard with resignation policy; independent chair; prohibition on pledging/hedging; robust director ownership guidelines; proxy access; no poison pill .
Fixed Compensation
| Component (2024) | Amount (USD) | Detail |
|---|---|---|
| Board annual retainer | $85,000 | Standard for outside directors (excl. non-exec chair) |
| Committee member retainers | $20,000 | $10,000 per non-chair membership (Compensation; Corporate Governance) |
| Fees earned or paid in cash (total) | $105,000 | Sum of board and committee retainers |
| Charitable matching (All Other) | $10,000 | Matching via Western Union Foundation/eligible charities |
Performance Compensation
| Element | 2024 Grant Value | Instrument | Vesting | Mix Election |
|---|---|---|---|---|
| Annual director equity grant | $200,000 | Stock units (settled in common shares) | One-year vesting; pro-rata on qualifying departure; deferral election permitted (409A) | Directors could elect RSUs, options, or a mix; Cole took stock units (no options in 2024) |
Director equity is time-based; no performance metrics apply to non-employee director grants .
Other Directorships & Interlocks
| Counterparty | Relationship to WU | Potential Interlock/Conflict Considerations |
|---|---|---|
| Western Digital Corporation | Cole is board chair | No related person transactions were reported in 2024; Corporate Governance Committee reviews and must approve any related person transactions >$120k; none occurred |
| Sagility India Limited | Cole is chairman | No related person transactions disclosed; ongoing monitoring of directors’ outside commitments is a Corporate Governance Committee responsibility |
Expertise & Qualifications
- CEO experience (Cloudera, Magnitude Software); financial literacy; emerging markets; global operational expertise; regulated industry/government experience .
- Accenture leadership across outsourcing, infrastructure, CMT, and government services .
- Current oversight exposure to technology manufacturing via Western Digital board .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Beneficial ownership (common shares) | 65,197 | As of March 18, 2025; <1% of outstanding shares |
| Ownership as % of outstanding | <1% | “*” denotes less than 1% |
| Options exercisable within 60 days | 9,208 | Included in beneficial ownership calculations |
| Stock units (incl. fully vested DSUs) | 24,311 | Outstanding as of Dec 31, 2024 |
| Director ownership guideline | 5x annual cash retainer | Achieve within 5 years of board election; unexercised options excluded from compliance |
| Guideline compliance status | Met or expected to meet | As of record date, all outside directors met or are expected to meet |
| Pledging/hedging | Prohibited | Applies to senior executives and directors |
Governance Assessment
- Strengths: Independent status; consistent committee engagement (Compensation; Corporate Governance); adequate meeting attendance; meaningful equity ownership aligned with 5x retainer guideline; strong governance framework with majority vote/resignation policy and prohibition on pledging/hedging .
- Compensation alignment: 2024 director equity grant increased to market median ($200k vs $160k in 2023), with choice of RSU/option mix—Cole elected full stock units, reinforcing alignment via time-based equity .
- Conflict monitoring: No related person transactions in 2024; Corporate Governance Committee (of which Cole is a member) oversees related person policy and director outside commitments, mitigating conflict risk .
- Oversight relevance: WU’s Compliance Committee expanded remit includes privacy (since 2021) and AI oversight (informally added in 2024), indicating increased focus on regulatory/technology risk—complementary to Cole’s tech/government background .
- Watch items: Multi-board workload and chair role at Western Digital (appointed 2025) may increase time demands; WU’s Corporate Governance Committee explicitly monitors such outside commitments .
- Broader shareholder signals: 2024 say-on-pay supported at ~91%—stable investor endorsement of pay governance; no Section 16(a) issues noted for directors generally (one late Form 4 related to an executive) .