Solomon D. Trujillo
Western UnionAbout Solomon D. Trujillo
Independent director of The Western Union Company since 2012; age 73. Founder and Chair of Trujillo Group, LLC (private investment firm) since 2003. Former CEO of Telstra Corporation Limited (2005–2009) and Orange S.A. (2003–2004); earlier President & CEO of US WEST Communications and President, CEO & Chair of US WEST Inc. Currently Senior Advisor to Bain & Company and on the advisory board of the Stanford School of Medicine Center on Longevity. Determined independent by the Board under NYSE and company standards.
Past Roles
| Organization | Role | Tenure/Dates | Committees/Impact |
|---|---|---|---|
| Telstra Corporation Limited | Chief Executive Officer, Director | 2005–2009 | Led Australia’s largest media-communications enterprise across Australia and Asia Pacific. |
| Orange S.A. | Chief Executive Officer | 2003–2004 | Led EU-headquartered telecom operator. |
| US WEST Communications / US WEST Inc. | President & CEO; President, CEO & Chair (US WEST Inc.) | Not disclosed | Ran major U.S. telecom; prior cable/media/communications leadership. |
External Roles
| Organization | Role | Tenure/Dates | Notes |
|---|---|---|---|
| Trujillo Group, LLC | Founder & Chair | 2003–present | Private investment company. |
| Bain & Company | Senior Advisor | Current | Management consulting advisor. |
| Stanford School of Medicine Center on Longevity | Advisory Board Member | Current | Board of advisors. |
| Prior public company boards | Director | Prior years | WPP plc; PepsiCo, Inc.; Target Corporation; Fang Holdings Ltd.; Bank of America Corporation; Electronic Data Systems Corp.; Orange S.A.; Telstra Communications Limited; Gannett Co., Inc. |
Board Governance
- Independence and role: Independent non-employee director; committee memberships: Audit Committee (member) and Compliance Committee (member).
- Committee cadence: Audit Committee met 8x in 2024; Compliance Committee met 4x in 2024.
- Board/committee attendance: In 2024, the Board met 6x and each director attended at least 75% of aggregate Board and committee meetings on which they served. All directors attended the 2024 Annual Meeting.
- Independence determination: The Board determined Mr. Trujillo is independent under NYSE and company standards.
- Board leadership context: WU has an independent, non-executive Chair; all committees are fully independent.
Fixed Compensation (Director)
| Component (2024) | Amount | Notes |
|---|---|---|
| Board retainer (cash) | $85,000 | Standard outside director annual retainer. |
| Audit Committee member retainer | $20,000 | 2024 member fee (increased from $15,000 in 2023). |
| Compliance Committee member retainer | $10,000 | Member fee. |
| Total cash fees earned (reported) | $115,000 | Matches retainer + committee fees above. |
- Director equity ownership guideline: 5x annual cash retainer within five years; as of the record date, all outside directors have met or are expected to meet the guideline. Unexercised options do not count.
Performance Compensation (Director Equity)
| Equity Element (2024) | Grant Value | Vesting / Structure |
|---|---|---|
| Stock awards (stock units) | $100,000 | Stock units vest over one year; settled in common stock; may be subject to deferral elections under 409A. |
| Stock options | $100,000 | 10-year term; vest 25% per year over 4 years; exercise price at grant FMV (program terms). |
- Program design: Outside directors (other than the Non-Executive Chair) were eligible for a $200,000 annual equity grant for 2024, with election to receive in RSUs, options, or a mix; Mr. Trujillo’s reported split indicates a 50/50 RSU/option election.
- Non-Executive Chair is compensated differently (not applicable to Mr. Trujillo).
Other Directorships & Interlocks
| Company | Current/Prior | Role | Notes |
|---|---|---|---|
| Public company directorships (current) | Current | None | No current public company boards listed. |
| WPP plc; PepsiCo, Inc.; Target Corporation; Fang Holdings Ltd.; Bank of America Corporation; Electronic Data Systems Corp.; Orange S.A.; Telstra Communications Limited; Gannett Co., Inc. | Prior | Director | Broad global brand and financial services exposure; potential network insight, no related-party transactions disclosed by WU in 2024. |
Expertise & Qualifications
- International telecom/media/cable CEO across U.S., EU, and Asia-Pacific; deep global operational experience.
- Retail, technology, media, and communications industry expertise.
- Financial literacy and regulated-industry experience consistent with Audit and Compliance Committee assignments.
Equity Ownership
| Measure | Amount | Notes |
|---|---|---|
| Total beneficial ownership (3/18/2025) | 285,736 | <1% of outstanding shares; includes options exercisable within 60 days. |
| Options exercisable within 60 days (included above) | 252,451 | As of 3/18/2025. |
| Stock units outstanding (12/31/2024) | 41,465 | Director equity holdings (units). |
| Stock options outstanding (12/31/2024) | 201,858 | Director equity holdings (options). |
| Shares pledged | Not disclosed; company prohibits pledging by directors | Insider trading policy prohibits pledging/hedging by directors. |
| Ownership guideline status (board-wide) | Met/expected to meet | All outside directors have met or are expected to meet 5x retainer guideline; options don’t count. |
Insider Filings & Related-Party Review
- Section 16(a) compliance: The company believes all director filings were timely for 2024; one late Form 4 attributed to the COO (not Mr. Trujillo).
- Related-party transactions: None reported for 2024 (company-wide).
Governance Assessment
- Strengths:
- Independent status; tenure since 2012 supports continuity; global telecom/tech/regulated-industry experience aligned with WU’s compliance-intensive profile.
- Active on Audit (8 meetings) and Compliance (4 meetings), indicating engagement on financial reporting, AML/sanctions/privacy, and AI oversight topics.
- Meets/expected to meet stock ownership guidelines; balanced director pay mix with meaningful equity component supports alignment.
- No related-party transactions and no Section 16(a) issues noted for him, reducing conflict risk.
- Watch items / potential red flags (none acute disclosed):
- Significant option holdings can amplify risk-taking incentives in some contexts, though hedging/pledging is prohibited and director equity grants are modest vs. executives.
- Attendance disclosed only at the “≥75%” threshold (company-wide), not individual detail. Continued monitoring of committee attendance is prudent.
Context signals: 91% Say-on-Pay approval in 2024 and independent board/committee structure suggest broad investor confidence in WU’s governance framework (applies company-wide).
Appendix — Director Compensation (Detail)
| 2024 Director Compensation | Fees Earned or Paid in Cash | Stock Awards | Option Awards | All Other Compensation | Total |
|---|---|---|---|---|---|
| Solomon D. Trujillo | $115,000 | $100,000 | $100,000 | $0 | $315,000 |
Appendix — Committee Roster (2024)
| Committee | Role | 2024 Meetings |
|---|---|---|
| Audit | Member | 8 |
| Compliance | Member | 4 |
Appendix — Beneficial Ownership (as of 3/18/2025)
| Holder | Beneficial Ownership | % Outstanding | Notes |
|---|---|---|---|
| Solomon D. Trujillo | 285,736 | <1% | Includes 252,451 options exercisable within 60 days; 11,800 shares shared voting/dispositive power via family trust. |
Notes on Program Features Relevant to Alignment
- Outside director equity grants: $200,000 value for 2024, one-year vesting for stock units; option grants at FMV with 4-year vesting, 10-year term.
- Prohibition on pledging/hedging company securities by directors; confidential shareholder voting; proxy access and majority voting in uncontested elections.
- Compliance Committee remit includes AML, sanctions, anti-corruption, fraud prevention, consumer protection, privacy, and oversight of AI usage (added informally in 2024).