Corpay, Inc. | Separate Chair & CEO at Corpay, Inc.

Status
Filed
Previous AGM date
Resolution details
Lead filer
John Chevedden
Resolution ask
Adopt or amend a policy
ESG theme
  • Governance
ESG sub-theme
  • CEO / chair duality
Type of vote
Shareholder proposal
Filer type
Shareholder
Company HQ country
United States
Resolved clause
RESOLVED : Shareholders request that the Board of Directors adopt an enduring policy, and amend the governing documents as necessary including the Corporate Governance Guidelines in order that 2 separate people hold the office of the Chairman and the office of the CEO as soon as possible.  
Supporting statement
The Chairman of the Board shall be an Independent Director. A Lead Director shall not be a substitute for an independent Board Chairman. The Board shall have the discretion to select an interim Chairman of the Board, who is not an Independent Director, to serve while the Board is required to seek an Independent Chairman of the Board on an accelerated basis. This policy could be phased in when there is a contract renewal for our current CEO or for the next CEO transition although it is better to adopt it now. An independent Board Chairman at all times improves corporate governance by bringing impartiality, objective oversight, and external expertise to board decisions, mitigating conflicts of interest, enhancing transparency, and boosting shareholder confidence. This detached perspective allows the chairman to focus on shareholder interests , strengthen management accountability, and provide critical checks and balances, ultimately contributing to long-term sustainability and credibility. This proposal received 48%-support at the 2024 CPAY annual meeting. This 48%-support would have exceeded 50% comfortably if all Corpay shareholders had access to independent proxy voting advice. Now could be a ripe time for this policy since Corpay stock was at $329 in 2020 and was down to $255 in late 2025 despite a robust stock market. Plus challenging news reports regarding Corpay emerged in 2025. Multiple law firms, including Purcell & Lefkowitz LLP and Wohl & Fruchter, announced investigations into Corpay and AvidXchange (which Corpay is acquiring a stake in) on behalf of shareholders. These investigations question whether Corpay's directors breached their fiduciary duties and if the acquisition price for AvidXchange was fair to its public shareholders, as certain AvidXchange management members are rolling over their equity rather than cashing out like public shareholders. Corpay's stock experienced significant declines during 2025, falling 21% since the beginning of the year and 31% below its 52-week high. This was attributed to various factors, including: Broader sector headwinds and negative reaction in the financial technology space, sometimes triggered by mixed results from peer companies like Fiserv. Specific challenges highlighted in Q1 2025 earnings calls, such as a $6 million shortfall due to unfavorable fuel price spreads and an expected $10-$15 million impact on cross-border revenue from U.S. tariff policies. Rising interest expenses also contributed to shareholder caution. Corpay announced in March 2025 that its Chief Financial Officer was leaving to join a non-profit firm. High-level executive departures can sometimes be viewed unfavorably by shareholders seeking stability.

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