UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant ☒
Filed by a Partyparty other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Under §240.14a-12 |
INTERNATIONAL MONEY EXPRESS, INC.
(Name of Registrant as Specified in its Charter)
Payment of Filing Fee (Check the appropriate box):
| ☒ | No fee required. |
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | ||
| 0-11 |
NOTICE OF 2019THE 2022 ANNUAL MEETING
OF STOCKHOLDERS
TO BE HELD ON JUNE 24, 2022
May 13, 2022
Dear IntermexFellow Stockholders:
We are pleased to inform you that our 20192022 Annual Meeting of Stockholders (the “2019“2022 Annual Meeting”) will be held on Wednesday,Friday, June 26, 2019,24, 2022, at 11:00 a.m., Eastern Time, at the Miami Marriott Dadeland, 9090 S. Dadeland Blvd., Miami, FL 33156. 33156 or via remote communication as more fully described below.
The agenda of the 20192022 Annual Meeting will be the following items of business, which are more fully described in this proxy statement:
Agenda Item | | | Board Vote Recommendation | ||
| 1. | | To elect | | | “FOR” |
| | | | |||
| 2. | | To ratify the appointment of BDO USA, LLP as Intermex’s independent registered public accounting firm for the fiscal year ending December 31, | | | “FOR” |
| | | | |||
| 3. | | Such other business as may properly be brought before the 2022 Annual Meeting, and at any adjournments or postponements of the 2022 Annual Meeting. | | | NOT APPLICABLE |
All stockholders as of the close of business on June 5, 2019May 4, 2022, our record date, are cordially invited to attend the 20192022 Annual Meeting in person. person or by remote communication, as more fully described below. Please read this proxy statement carefully to ensure that you have proper evidence of stock ownership as of June 5, 2019,May 4, 2022, as we will not be able to accommodate guests without such evidence at the 20192022 Annual Meeting.
Stockholders of record at the close of business on June 5, 2019,May 4, 2022 will receive our proxy materials. Beneficial owners of Intermexour common stock at the close of business on June 5, 2019May 4, 2022 will receive these proxy materials on behalf of their brokers, banks or other intermediaries through which they hold shares. These proxy materials are being distributed to you on or about June 6, 2019.May 13, 2022.
Your vote is very important. Whether or not you plan to attend or participate in the 20192022 Annual Meeting, we encourage you to read the proxy statement and vote as soon as possible. For specific instructions on how to vote your shares, please refer to the section entitled “Questions“Questions and Answers About the 20192022 Annual Meeting and Procedural Matters”Matters” and the instructions on the enclosed proxy card or the proxy materials you receive from your broker, bank or other intermediary.
Thank you for your ongoing support of Intermex.
By Order of the Board of Directors,
Robert Lisy
Chairman, Chief Executive Officer and President
 | |
PROXY STATEMENT
FOR 2019THE 2022 ANNUAL MEETING OF STOCKHOLDERS
TABLE OF CONTENTS
| Potential payments upon termination or change in control | 31 |
| DIRECTOR COMPENSATION | 33 |
| Overview | 33 |
| Director Compensation Table for Fiscal Year 2021 | 34 |
| PROPOSAL TWO — RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | |
| General | |
| Principal Accounting Fees and Services | |
| Pre-Approval Policies and Procedures | |
| CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS | |
| Review of Related Party Transactions | |
| Certain Related Party Transactions | |
| OWNERSHIP OF SECURITIES | |
| OTHER MATTERS | 42 |
QUESTIONS AND ANSWERS ABOUT THE 2022 ANNUAL MEETING AND PROCEDURAL MATTERS
INTERNATIONAL MONEY EXPRESS, INC.
9480 S. Dixie Highway
NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS
In accordance with the rules of the SEC, we are furnishing our proxy materials, including this proxy statement and our 2021 Annual Report included on Form 10-K, to our stockholders via the Internet. During the week of May 13, 2022, we will mail to certain of our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice of Internet Availability”) that contains instructions on how to access our proxy materials on the Internet and how to vote. Other stockholders, in accordance with their prior requests, will receive an email with instructions on how to access our proxy materials and vote, or will be mailed paper copies of our proxy materials and a proxy card or voting form. Stockholders may request to receive all future proxy materials in printed form by mail or electronically by email by following the instructions contained in the Notice of Internet Availability.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS
FOR THE STOCKHOLDER MEETING TO BE HELD ON JUNE 24, 2022
The 2022 Proxy Statement and 2021 Annual Report to Stockholders are available online at:
| ● | https://www.proxyvote.com; and |
| ● | https://investors.intermexonline.com/investor-relations. |
QUESTIONS AND ANSWERS ABOUT THE 2022 ANNUAL MEETING AND PROCEDURAL MATTERS
| Q: | Why am I receiving these proxy materials? |
A: The Board of Directors (the “Board” or “Board of Directors”) of International Money Express, Inc. (the “Company,” “Intermex,” “we,” “us” or “our”) is providing to you these proxy materials. We are doing this in order to solicit voting proxies for use at the Intermex’s 2022 Annual Meeting of Stockholders (the “2022 Annual Meeting”), to be held on Friday, June 24, 2022, at 11:00 a.m., Eastern Time, and at any adjournment or postponement thereof. If you are a stockholder of record a printed setand you submit your proxy to us, you direct certain of our officers to vote your shares of Intermex common stock in accordance with the proxy materials will be sent to you.voting instructions in your proxy. If you are a beneficial owner and you willfollow the voting instructions provided in the notice you receive the proxy materials from your broker, bank or other intermediary, forwarded with instructions on directing thatyou direct such organization how to vote your shares.shares in accordance with your instructions. These proxy materials are being distributed to you on or about May 13, 2022. As a stockholder, you are invited to attend the 2022 Annual Meeting and we request that you vote on the proposals described in this proxy statement. The proxy materials are also available at https://www.proxyvote.com.
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| PROXY STATEMENT |  |
QUESTIONS AND ANSWERS ABOUT THE 2022 ANNUAL MEETING AND PROCEDURAL MATTERS
| Q: | Can I attend the 2022 Annual Meeting? |
A: You may attend the question entitled “What is the difference between holding shares as2022 Annual Meeting if, on May 4, 2022 (the “Record Date”), you were a stockholder of record or as a beneficial owner?” below for important details regarding different forms of stock ownership.
● | If you are a stockholder of record, your paper proxy card; or |
If you are a beneficial owner, the proxy materials you received from your broker, bank or other intermediary, or a printed statement from such organization or online access to your brokerage or other account, showing your stock ownership on the Record Date. |
We will not be able to accommodate guests without proper evidence of stock ownership as of the Record Date at the 20192022 Annual Meeting, including guests of our stockholders.
We continue to monitor the ongoing COVID-19 pandemic and are sensitive to the public health and travel concerns of our stockholders, directors and management, as well as the protocols that federal, state, and local governments have imposed in response to COVID-19 and any additional protocols they may impose if current efforts to reduce the transmission of COVID-19 and its variants become ineffective. If we are legally permitted to hold the 2022 Annual Meeting in person, we intend to follow applicable federal, state and local guidelines for social gatherings and may impose additional restrictions on anyone who chooses to attend the 2022 Annual Meeting in person in order to ensure the health and safety of all those in attendance. Please monitor our press releases, filings with the Securities and Exchange Commission and our corporate website at www.intermexonline.com for updated information.
| Q: | Where is the 2022 Annual Meeting? |
A: The 2022 Annual Meeting will be held at the Miami Marriott Dadeland, 9090 S. Dadeland Blvd., Miami, FL 33156 or via remote communication as more fully described herein. Stockholders may request directions to the 2022 Annual Meeting by calling (305) 671-8000 or by visiting https://investors.intermexonline.com/investor-relations.
| Q: Could emerging developments regarding the coronavirus (COVID-19) pandemic affect our ability to hold an in-person 2022 Annual Meeting? |
A: We continue to monitor the situation regarding the ongoing coronavirus pandemic closely. If it is not legally permissible or advisable to hold the 20192022 Annual Meeting?
In such event, we will make a public announcement as soon as practicable prior to the 2022 Annual Meeting, which announcement shall contain instructions on how to attend, participate in and vote at the 2019virtual 2022 Annual Meeting?
| 2022 Proxy Statement |
QUESTIONS AND ANSWERS ABOUT THE 2022 ANNUAL MEETING AND PROCEDURAL MATTERS
| Q: | Who is entitled to vote |
A: You may vote your shares of Intermex common stock if you owned your shares at the close of business on the Record Date. You may cast one vote for each share of common stock held by you as of the Record Date on all matters presented. See the questions entitled “How can I vote my shares in person at the 2022 Annual Meeting?” and “How can I vote my shares without attending the 2022 Annual Meeting?” below for additional details.
As of the Record Date, holders of common stock were eligible to cast an aggregate of 37,982,85538,442,196 votes at the 20192022 Annual Meeting.
| Q: |
A: You are the “stockholder of record” of any shares that are registered directly in your name with Intermex’s transfer agent, Continental Stock Transfer & Trust Company. We have sent the proxy materials directly to you if you are a stockholder of record. As a stockholder of record, you may grant your voting proxy directly to Intermex or asto a beneficial owner?
You are the “beneficial owner” of any shares (which are considered to be held in “street name”) that are held on your behalf by a brokerage account or by a bank or another intermediary that is the stockholder of record for those shares. If you are a beneficial owner, you did not receive proxy materials directly from Intermex, but your broker, bank or other intermediary forwarded you proxy materials together with voting instructions for directing that organization how to vote your shares. You may also attend the 20192022 Annual Meeting, but because a beneficial owner is not a stockholder of record, you may not vote in person at the 20192022 Annual Meeting unless you obtain a “legal proxy” from the organization that holds your shares, giving you the right to vote the shares at the 20192022 Annual Meeting.
| Q: | How can I vote my shares in person at the 2022 Annual Meeting? |
A: You may vote shares for which you are the stockholder of record in person, or via the virtual meeting platform in the event of a virtual-only meeting, at the 2022 Annual Meeting. You may vote shares you hold beneficially in street name in person at the 2022 Annual Meeting only if you obtain a “legal proxy” from the broker, bank or other intermediary that holds your shares, giving you the right to vote the shares. Even if you plan to attend the 2022 Annual Meeting, we recommend that you also direct the voting of your shares as described below in the question titled “How can I vote my shares in person atwithout attending the 20192022 Annual Meeting?
A: Whether you hold shares as a stockholder of record or a beneficial owner, you may direct how your shares are voted without attending the 20192022 Annual Meeting?
(1) By mail —Internet - If you elect to votereceived a Notice of Internet Availability by mail, please complete,you can submit your proxy or voting instructions over the Internet by following the instructions provided in the Notice of Internet Availability. If you received a Notice of Internet Availability or proxy materials by email, you may submit your proxy or voting instructions over the Internet by following the instructions included in the email. If you received a printed set of the proxy materials by mail, including a paper copy of the proxy card or voting instruction form, you may submit your proxy or voting instructions over the Internet by following the instructions on the proxy card or voting instruction form.
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| PROXY STATEMENT | |
QUESTIONS AND ANSWERS ABOUT THE 2022 ANNUAL MEETING AND PROCEDURAL MATTERS
(2) By mail - Complete, sign and date the proxy card where indicated and return it in the prepaid envelope included with the proxy card. Proxy cards submitted by mail must be received by the time of the meeting in order for your shares to be voted. If you are a beneficial owner of shares held in street name, you may vote by mail by completing, signing and dating the voting instructions in the notice provided by your broker, bank or other intermediary and mailing it in the accompanying pre-addressed envelope.
(3) By telephone - If you are a stockholder of record, you can submit your proxy by calling the telephone number specified on the paper copy of the proxy card you received if you received a printed set of the proxy materials. You must have the control number that appears on your proxy card available when submitting your proxy over the telephone. Most stockholders who hold their shares in street name may submit voting instructions by calling the number specified on the paper copy of the voting instruction form provided by their bank, broker, or other intermediary.
If your control number is not recognized, please refer to your proxy card or voting instruction form for specific voting instructions.
| Q: How many shares must be present or represented to conduct business at the 2022 Annual Meeting? |
A: The stockholders of record of a majority of the shares entitled to vote at the 2022 Annual Meeting must either (1) be present or represented to conduct businessin person at the 20192022 Annual Meeting?
Under the General Corporation Law of the State of Delaware, abstentions and broker “non-votes” are counted as present and entitled to vote, and therefore are included for the purposes of determining whether a quorum is present at the 20192022 Annual Meeting. A broker “non-vote” occurs when an organization that is the stockholder of record that holds shares for a beneficial owner and that is otherwise counted as present or represented by proxy does not vote on a particular proposal because that organization does not have discretionary voting power under applicable regulations to vote on that item and has not received specific voting instructions from the beneficial owner.
| Q: | What proposals will be voted on at the 2022 Annual Meeting? |
A: The proposals scheduled to be voted on at the 20192022 Annual Meeting?
| ● | The |
| ● | The ratification of the appointment of BDO USA, LLP as Intermex’s independent registered public accounting firm for the fiscal year ending December 31, 2022; and |
| ● | Such other business as may properly be |
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QUESTIONS AND ANSWERS ABOUT THE 2022 ANNUAL MEETING AND PROCEDURAL MATTERS
Q: | What is the voting requirement to approve each of the proposals? |
A:
| Proposal | Vote Required | Broker Discretionary Voting Allowed | |
| Proposal One | No | ||
| Proposal Two | Majority of the Shares Entitled to Vote and Present in Person or Represented by Proxy | Yes |
| Q: | How are votes counted? |
A: All shares entitled to vote and that are votes counted?
With respect to the election of directors,Proposal One, Intermex’s bylaws provide that in an uncontested election, the affirmative vote of a majorityplurality of the shares cast with respect to the shares entitled to vote and present in person or represented by proxy at the meeting of stockholders is required to elect a director. Abstentionsdirector, which means that the three nominees who receive the most affirmative votes will be elected to the Board of Directors. “Withhold” votes with respect to any director nominee (Proposal One)do not count as votes cast and have no effect on the vote. Broker non-votes are not considered a “vote cast,” and will have no effect on the vote for Proposal One.
With respect to Proposal Two, the majority of the shares entitled to vote and present in person or represented by proxy is required to ratify the appointment of the independent registered public accounting firm. Abstentions with respect to Proposal Two will be deemed to be votes cast and have the same effect as a vote against such nomineeproposal. Because a broker, bank or proposal. Consequently, each director nomineeother intermediary holding shares for a beneficial owner has discretion to vote on Proposal Two, broker non-votes will be elected, and Proposal Two will be approved or ratified,counted for quorum purposes as applicable, only if the number of shares voted “FOR” such nominee or Proposal exceeds the total number of shares voted “AGAINST” or to “ABSTAIN” with respect to such nominee or Proposal.
| Q: What is the effect of not casting a vote or if I submit a proxy but do not specify how my shares are to be voted? |
A: If you are the stockholder of record and you do not vote by proxy card or in person at the 2022 Annual Meeting, your shares will not be voted at the 2022 Annual Meeting. If you submit a proxy, but you do not specify how myprovide voting instructions, your shares are towill be voted?
If you are a beneficial owner and you do not provide the organization that is the stockholder of record for your shares with voting instructions, the organization will determine if it has the discretionary authority to vote on the particular matter. Under applicable regulations, brokers and other intermediaries have the discretion to vote on routine“routine” matters, such as Proposal Two, but do not have discretion to vote on non-routine matters, such as Proposal One. Therefore, if you do not provide voting instructions to that organization, it may vote your shares only on Proposal Two and any other routine matters properly presented for a vote at the 20192022 Annual Meeting.
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| PROXY STATEMENT | |
QUESTIONS AND ANSWERS ABOUT THE 2022 ANNUAL MEETING AND PROCEDURAL MATTERS
| Q: | What is the effect of a broker non-vote? |
A: An organization that holds shares of Intermex’s common stock for a beneficial owner will have the discretion to vote on routine proposals, such as Proposal Two, if it has not received voting instructions from the beneficial owner at least ten days prior to the 2022 Annual Meeting. A broker non-vote occurs when a broker, bank or other intermediary that is otherwise counted as present or represented by proxy does not receive voting instructions from the Boardbeneficial owner and does not have the discretion to vote the shares. A broker non-vote will be counted for purposes of Directors recommendcalculating whether a quorum is present at the 2022 Annual Meeting, but will not be counted for purposes of determining the number of votes present in person or represented by proxy and entitled to vote with respect to a particular proposal as to which that I vote?
| Q: | How does the Board of Directors recommend that I vote? |
A: The Board of Directors recommends that you vote your shares:
| ● | “FOR” the three nominees for election as Class I directors (Proposal One); and |
| ● | “FOR” the ratification of the appointment of BDO USA, LLP as Intermex’s independent registered public accounting firm for the fiscal year ending December 31, 2022 (Proposal Two). |
| Q: | What happens if additional matters are presented at the 2022 Annual Meeting? |
A. If any other matters are properly presented for consideration at the 2022 Annual Meeting, including, among other things, consideration of a motion to adjourn the 2022 Annual Meeting to another time or place, the persons named as proxy holders, Robert Lisy and Andras Bende, or any of them, will have discretion to vote the proxies held by him/them on those matters in accordance with his/their best judgment. Intermex does not currently anticipate that any other matters will be raised at the 2022 Annual Meeting.
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QUESTIONS AND ANSWERS ABOUT THE 2022 ANNUAL MEETING AND PROCEDURAL MATTERS
| Q: | Can I change my vote after I have voted? |
A: If you are the stockholder of record, you may change your vote and revoke a proxy given pursuant to this solicitation at any time prior to its exercise by (1) submitting a new proxy bearing a later date (which automatically revokes the earlier proxy) using any of the appointmentapplicable voting methods described above in the question titled “How can I vote my shares without attending the 2022 Annual Meeting?”, (2) providing a written notice of BDO USA, LLP asrevocation to Intermex’s independent registered public accounting firm forCorporate Secretary at International Money Express, Inc., 9480 S. Dixie Highway, Miami, Florida 33156, prior to your shares being voted, or (3) attending the fiscal year ending December 31, 2019 (Proposal Two).
If you are a beneficial owner of shares held in street name, you may generally change your vote by (1) submitting new voting instructions to your broker, bank or other intermediary or (2) if you have obtained a legal proxy from the organization that holds your shares giving you the right to vote your shares, by attending the 20192022 Annual Meeting and voting in person. However, please consult that organization for any specific rules it may have regarding your ability to change your voting instructions.
| Q: | What should I do if I receive more than one set of proxy materials? |
A: You may receive more than one set of proxy materials?
| Is my vote confidential? |
A: Proxy instructions, ballots and voting tabulations that identify individual stockholders are handled in a manner that protects your voting privacy. Your vote confidential?
| Who will |
A: The inspector of election will be Continental Stock Transfer & Trust Company.
| Q: | Where can I find the voting results of the 2022 Annual Meeting? |
A: We will publish final voting results in our Current Report on Form 8-K, which will be filed with the U.S. Securities and Exchange Commission (“SEC”) within four (4) business days of the 2022 Annual Meeting.
| Q: | Who will bear the cost of soliciting votes for the 2022 Annual Meeting? |
A: Intermex will pay the entire cost of preparing, assembling, printing, mailing and distributing these proxy materials and soliciting votes. We may reimburse brokerage firms, custodians, nominees, fiduciaries and other persons representing beneficial owners for their reasonable expenses in forwarding solicitation material to those beneficial owners. Our directors, officers and employees may also solicit proxies in person or by other means. These directors, officers and employees will not be additionally compensated but may be reimbursed for reasonable out-of-pocket expenses incurred in doing so.
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|
QUESTIONS AND ANSWERS ABOUT THE 2022 ANNUAL MEETING AND PROCEDURAL MATTERS
| Q: | What is the deadline to propose actions for consideration at next year’s annual meeting of stockholders or to nominate individuals to serve as directors? |
A: You may submit proposals, including recommendations of director candidates, for consideration at future stockholder meetings.
For inclusion in Intermex’s proxy materials —- Stockholders may present proper proposals for inclusion in Intermex’s proxy statement and for consideration at the next annual meeting of stockholders by submitting their proposals in writing to Intermex’s Corporate Secretary in a timely manner. In order to be included in the proxy statement for the 20202023 annual meeting of stockholders, stockholder proposals must be received by Intermex’s Corporate Secretary no later than March 8, 2020,January 13, 2023, and must otherwise comply with the requirements of Rule 14a-8 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
To be brought at annual meeting —- In addition, you can find in Intermex’s bylaws an advance notice procedure for stockholders who wish to present certain matters, including nominations for the election of directors, at an annual meeting of stockholders.
In general, Intermex’s bylaws provide that the Board of Directors will determine the business to be conducted at an annual meeting, including nominations for the election of directors, as specified in the Board of Directors’ notice of meeting or as properly brought at the meeting by the Board of Directors. However, a stockholder may also present at an annual meeting any business, including nominations for the election of directors, specified in a written notice properly delivered to Intermex’s Corporate Secretary within the Notice Period (as defined below), if the stockholder held shares at the time of the notice and the record date for the meeting. The notice must contain specified information about the proposed business or nominees and about the proponent stockholder. If a stockholder who has delivered such a notice does not appear to present his or her proposal at the meeting, Intermex willshall not be required to present the proposal for a vote.
The “Notice Period” is the period not less than 90 days nor more than 120 days prior to the one year anniversary of the date on which Intermex mailed its proxy materials to stockholders forof the previous year’s annual meeting of stockholders.stockholders; provided, however, that in the event that the date of the annual meeting is advanced by more than 30 days, or delayed by more than 70 days, from the anniversary date of the previous year’s meeting, or if no annual meeting was held in the preceding year, notice by the stockholder to be timely must be so delivered not earlier than the 120th day prior to such annual meeting and not later than the close of business on the later of the 90th day prior to such annual meeting and the 10th day following the day on which public announcement of the date of such meeting is first made. As a result, the Notice Period for the 20202023 annual meeting of stockholders will start on February 7, 202024, 2023 and end on March 8, 2020.
This is only a summary of the advance notice procedure. Complete details regarding all requirements that must be met are found in our bylaws. You can obtain a copy of the relevant bylaw provisions by writing to Intermex’s Corporate Secretary at our principal executive offices at 9480 S. Dixie Highway, Miami, Florida 33156 or by accessing Intermex’s filings on the SEC’s website at www.sec.gov.
In addition to satisfying the foregoing advance notice requirements, to comply with the universal proxy rules under the Exchange Act (which will be in effect for next year’s annual meeting), stockholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than April 25, 2023.
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QUESTIONS AND ANSWERS ABOUT THE 2022 ANNUAL MEETING AND PROCEDURAL MATTERS
All notices of proposals by stockholders, whether or not requested for inclusion in Intermex’s proxy materials, should be sent to Intermex’s Corporate Secretary at our principal executive offices.
| Q: | How may I obtain a separate copy of the proxy materials? |
A: The SEC has adopted rules that permit companies and intermediaries (e.g., brokers) to satisfy the delivery requirements for proxy materials with respect to two or more stockholders sharing the same address by delivering a single annual report, proxy statement or Notice of Internet Availability of Proxy Materials addressed to those stockholders. This process, which is commonly referred to as “householding,” potentially means extra convenience for stockholders and cost savings for companies. A single annual report and proxy statement will be delivered to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Thus, if you are a stockholder of record and share an address with another stockholder of record, each stockholder may not receive a separate copy of the proxy materials?
A: Additional information regarding the Company appears in our Annual Report on Form 10-K for the year ended December 31, 2021, a copy of which, including the financial statements and schedules thereto, but not the exhibits, accompanies this proxy statement. In addition, such report and the other reports we file with the SEC are available, free of charge, through the Investor Relations section of our website at https://www.intermexonline.com. Copies of our Annual Report on Form 10-K for the year ended December 31, 2021, including the financial statements and schedules thereto (without exhibits or documents incorporated by reference therein), may be obtained without charge, by contacting the Corporate Secretary in writing at International Money Express, Inc., 9480 S. Dixie Highway, Miami, Florida 33156.
A: A list of stockholders of record as of the Record Date will be available for inspection at our corporate headquarters located at 9480 S. Dixie Highway, Miami, Florida 33156, during normal business hours during the 10-day period immediately prior to the 2022 Annual Meeting. The list of stockholders will also be available to stockholders at the 2022 Annual Meeting.
| Q: | Who has paid for this proxy solicitation? |
A: All expenses incurred about the solicitation of proxies, including the printing and mailing of this proxy statement should you request a printed copy of the proxy materials, will be borne by Intermex.
| Q: | Who can help answer my questions? |
A: Please contact our Investor Relations department by calling (305) 671-8005 or by writing to International Money Express, Inc., 9480 S. Dixie Highway, Miami, Florida 33156, Attention: Investor Relations or investors@intermexonline.com.
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| PROXY STATEMENT | |
PROPOSAL ONE
Our Board of Directors currently consists of eight members who are divided into three classes with staggered three-year terms. Our bylaws permit our Board of Directors to establish by resolution the authorized number of directors, and eightnine directors are currently authorized. Any increase or decrease in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of an equal number of directors.
Three candidates have been nominated for election as Class I directors at the 20192022 Annual Meeting for a three-year term expiring in 2022.2025. Upon recommendation of the Nominating and Corporate Governance Committee, the Board of Directors has nominated Bernardo Fernández, Laura Maydón and Justin Wender and Stephen Paul for re-electionelection as Class I directors. Biographical information about each of the nominees is contained in the following section. A discussion of the qualifications, attributes and skills of each nominee that led our Board of Directors and the Nominating and Corporate Governance Committee to the conclusion that he or she should continue to serve as a director follows each of the director and nominee biographies.
If you are a stockholder of record and you sign your proxy card but do not give instructions with respect to the voting of directors, your shares will be voted FOR the re-electionelection of Mr.Messrs. Fernández and Wender and Mr. Paul.Ms. Maydón. Each of Mr.Messrs. Fernández and Wender and Mr. PaulMs. Maydón has accepted such nomination; however, in the event that a nominee is unable or declines to serve as a director at the time of the 20192022 Annual Meeting, the proxies will be voted for any nominee who shall be designated by the Board of Directors to fill such vacancy. If you wish to give specific instructions with respect to the voting of directors, you may do so by indicating your instructions on your proxy card. If you are a beneficial owner holding your shares in street name and you do not give voting instructions to your broker, bank or other intermediary, that organization will leave your shares unvoted on this matter.
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PROPOSAL ONE / ELECTION OF THREE CLASS I DIRECTORS
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE ELECTION OF BERNARDO FERNÁNDEZ, LAURA MAYDÓN AND JUSTIN WENDER.
Information Regarding the Board of Directors and Director Nominees
Our board of directors (“Board of Directors” or “Board”) is presently fixed at eight directors in accordance with the Company’s bylaws.bylaws of the Company. The Board of Directors is divided into three classes designated as Class I, Class II and Class III. One class of directors is elected at each annual meeting of our stockholders for a term of three years. Each director holds office until his or her successor has been duly elected and qualified, or the director’s earlier resignation, death or removal. The term of the Board’s Class I directors expires at the 20192022 annual meeting of stockholder. Thestockholders, the term of the Board’s Class II directors expires at the 20202023 annual meeting of stockholders, and the term of the Board’s Class III directors expires at the 20212024 annual meeting of stockholders.
Set forth below are the name and age of each of the directors of the Company, positions with the Company, term of office as a director of the Company, and business experience during the past five years or more, and additional biographical data as of May 31, 2019. There is no family relationship between any of Company’s directors or executive officers. There are no arrangements between any director of the Company and any other person pursuant to which he/she was, or will be, selected as a director.
| Name | Age | Position | Director Since | Director Class |
| Robert Lisy | 64 | Chief Executive Officer, President and Chairman of the Board of Directors | 2018 | III |
| Debra Bradford | 63 | Director | 2022 | II |
| Bernardo Fernández | 60 | Director | 2022 | I |
| Adam Godfrey | 59 | Director | 2018 | III |
| Laura Maydón | 48 | Director | 2020 | I |
| Michael Purcell | 65 | Lead Independent Director | 2018 | III |
| John Rincon | 57 | Director | 2018 | II |
| Justin Wender | 53 | Director | 2018 | I |
1
| Name | Age | Position | Director Since | Director Class |
| Robert Lisy | 61 | Chief Executive Officer, President and Chairman of the Board of Directors | 2018 | III |
| Adam Godfrey | 57 | Director | 2018 | III |
| Kurt Holstein | 58 | Director | 2018 | II |
| Robert Jahn | 39 | Director | 2018 | II |
| Stephen Paul | 52 | Director | 2018 | I |
| Michael Purcell | 62 | Director | 2018 | III |
| John Rincon | 54 | Director | 2018 | II |
| Justin Wender | 50 | Director | 2018 | I |
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PROPOSAL ONE / ELECTION OF THREE CLASS I DIRECTORS
Debra Bradford was appointed to the Board of Directors of International Money Express, Inc. effective January 7, 2022. Ms. Bradford is President and Chief Financial Officer of First American Payment Systems, a global solutions provider in merchant account services. She joined First American Payment Systems in 2001 and has served as President and Chief Financial Officer since 2008. Prior to joining First American Payment Systems, Ms. Bradford served as Senior Vice President and Chief Financial Officer of ACE Cash Express, Inc., a financial services retailer, and in various roles, including Chief Operating Officer, with IPS Card Solutions (formerly NTS, Inc.), a division of First Data Corporation. Ms. Bradford also serves on the Board of Directors and Audit Committee of Triumph Bancorp, Inc. (NASDAQ: TBK), which offers a diversified line of banking, payments and factoring services. Ms. Bradford holds a Bachelor’s of Science in Accounting degree from the University of Texas in Austin. She is a Certified Public Accountant and a member of the Texas Society of Certified Public Accountants. We believe that Ms. Bradford’s extensive professional experience in the financial services industry makes her well qualified to serve as a director.
Bernardo Fernández was appointed to the Board of Directors of International Money Express, Inc. effective January 7, 2022. Dr. Fernández is the Chief Executive Officer of Baptist Health Medical Group, a network of more than 250 physicians in multiple specialties spanning across several counties in south Florida, a position he has held since 2014. Before joining Baptist Health Medical Group, Dr. Fernández served as CEO and President of Cleveland Clinic Florida from 2006 to 2014, an academic health system. Dr. Fernández is also on the Board of Directors and the Audit & Risk Committee of U.S. Century Bank (NASDAQ: USCB), which offers a wide range of financial products and services. In addition, he serves on the board of trustees for St. Thomas University and the board of advisors of the Health Network Foundation, and is a member of the Orange Bowl Committee and the East Ridge Corporate Advisory Board. Dr. Fernández holds a Master’s in Business Administration degree from the University of Miami, and is also a graduate of the Wharton School of Business Executive Development Program. He received his medical degree from the Ponce School of Medicine in Ponce, Puerto Rico. Dr. Fernández is the holder of the John and Margaret Krupa Distinguished Chair, is Board-certified by the American Board of Vascular Medicine and is a Fellow of the Society of Vascular Medicine and the American College of Physicians. We believe that Dr. Fernández’s extensive professional experience as an executive of various entities as well as his experience as a board member of a financial institution make him well qualified to serve as a director.
Adam Godfreyhas served as a director of the CompanyInternational Money Express, Inc. since 2018. Mr. Godfrey served as a director of Intermex’sthe Company’s predecessor entity from 2006 to 2017. Mr. Godfrey is a Managing Partner of Stella Point Capital, which he co-founded in 2012. Stella Point Capital is a New York-based private equity firm focused on industrial, consumer and business services investments. Mr. Godfrey is an investment professional and has sourced and managed numerous investments for Stella Point Capital. Previously, Mr. Godfrey spent nearly 19 years with Lindsay Goldberg and its predecessor entities, which he joined in 1992. Mr. Godfrey was a Partner at the firm and served on the board of directors of 12 portfolio companies during his time with Lindsay Goldberg. Currently, he serves on the board of directors of First American Payment SystemsSPC Velir, LP, Vereco Holdings, Inc., Rightpoint Consulting LLC, VerecoAutoagent Holdings LLC, American Orthodontics Corporation, and publicly traded Schneider National, Inc. (NYSE: SNDR), whereon which he currently also serves as Chairman.Chairman of the board of directors and a member of the corporate governance committee. Mr. Godfrey holds a bachelor’s degree from Brown University and a master’s degree in business administration from the Tuck School of Business at Dartmouth. We believe that Mr. Godfrey’s extensive investment management and transactional experience coupled with his experience serving as the chairman of a publicly traded company and on the boards of directors of other companies make him well qualified to serve as a Director.director.
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Kurt Holstein joined the Board of Directors in 2018 upon completion of the merger among the Company, FinTech Acquisition Corp. II (“FinTech”) and certain other parties to the transaction (the “Merger”). Mr. Holstein is President of Azoic Ventures, Inc., an investment vehicle and advisory firm which he founded in 2011. Mr. Holstein co-founded Rosetta Marketing Group, which became one of the 5 largest independent digital agencies in the United States prior to its sale to a public company in 2011, where he served in various roles, including Chief Compliance Officer, President and Vice Chairman, and lead the execution of Rosetta’s significant acquisitions, financing rounds, and the sale of the firm. Previously, Mr. Holstein spent 16 years at Procter & Gamble with positions of increasing responsibility in management systems and brand management. Mr. Holstein serves on the boards of directors of several privately held companies, including Rightpoint Consulting LLC, 1-800 Contacts, 24 Hour Fitness, Brand Networks, and The Piseco Company. Mr. Holstein holds a bachelor’s degree from Cornell University. We believe that Mr. Holstein’s extensive operational and transactional experience coupled with his experience serving on boards of directors make him well qualified to serve as a Director.
2
John Rinconhas served as a director of the CompanyInternational Money Express, Inc. since 2018. Mr. Rincon served as a director of Intermex’sthe Company’s predecessor entity from 1994 to 2017. Mr. Rincon founded Intermex Wire Transfer, LLC in 1994 and served as its Chairman and President until 2006. Mr. Rincon has more than 20 years of experience in the money remittance and telecommunications industries, having held various management and supervisory positions prior to founding Intermex.the Company. Mr. Rincon is the Chairman of Rincon Capital Partners, a private investment firm, which he founded in 2007. We believe that Mr. Rincon’s experience as Intermex’sthe Company’s founder coupled with his extensive operational and transactional experience in the money remittance industry make him well qualified to serve as a Director.director.
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Justin Wenderhas served as a director of the CompanyInternational Money Express, Inc. since 2018. Mr. Wender served as a director of Interwire LLC, an affiliate of Stella Point Capital, from 2017 to 2018. Mr. Wender is a Managing Partner of Stella Point Capital, which he co-founded in 2012. Stella Point Capital is a New York-based private equity firm focused on industrial, consumer and business services investments. Mr. Wender is an investment professional and has sourced and managed numerous investments for Stella Point Capital. Mr. Wender serves as trustee of the Weitz Funds. Previously, Mr. Wender spent more than 17 years at Castle Harlan, which he joined in 1993. Mr. Wender served as President of the firm from 2006 to 2010, led the effort of raising two funds, and served on the board of directors of 11 portfolio companies during his time with Castle Harlan. Currently, he serves on the board of directors of First American Payment SystemsSPC Velir, LP, Autoagent Holdings Inc. Rightpoint Consulting LLC, and Vereco Holdings, LLC, as well as on the boards of several educational and charitable organizations. Mr. Wender holds a bachelor’s degree from Carleton College and a master’s degree in business administration from the Wharton School at the University of Pennsylvania. We believe that Mr. Wender’s extensive investment management and transactional experience coupled with his experience serving on boards of directors make him well qualified as a Director.director.
| BOARD SKILLS AND EXPERIENCE | ||||||||
| Qualification/Experience | Lisy | Godfrey | Wender | Rincon | Purcell | Maydón | Bradford | Fernández |
| Strategic Planning and Business Development | • | • | • | • | • | • | • | • |
| CEO/Executive Management & Leadership | • | • | • | • | • | |||
| Risk Oversight & Compliance | • | • | • | • | ||||
| FinTech, Payments & Remittance Business | • | • | • | • | • | • | • | |
| Digital Products & Innovation | • | |||||||
| Other Public Company Board Experience | • | • | • | • | • | |||
| Governmental, Regulatory and Public Policy | ||||||||
| International/Emerging Markets Experience | • | • | • | |||||
| Financial Literacy | • | • | • | • | • | • | • | • |
| Audit Committee Financial Expert | • | • | • | |||||
| Technology/Cybersecurity | ||||||||
| Corporate Governance | • | • | • | • | • | • | ||
| ESG & Sustainability | • | |||||||
| Talent Management | • | • | • | • | • | • | • | |
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Board Diversity Matrix (As of May 13, 2022)
| Total Number of Directors: | 8 | |
| Female | Male | |
| Part I: Gender | ||
| Directors | 2 | 6 |
| Part II: Demographic Background | ||
| Hispanic or Latinex | 1 | 2 |
| White | 1 | 4 |
Relationships, Legal Proceedings and Arrangements
There is no family relationship between any of Company’s directors or executive officers and, to the best of our knowledge, none of our directors or executive officers has, during the past ten years, been involved in any legal proceedings which are required to be disclosed pursuant to the rules and regulations of the SEC. There are no arrangements between any director or executive officer of the Company and any other person pursuant to which he/she was, or will be, selected as a director or executive officer, respectively, except for certain Board designation rights provided to certain stockholders under the Shareholders Agreement as described below under the section captioned “Certain Related Party Transactions - Shareholders Agreement”.
See “Corporatethe sections below captioned “Corporate Governance” and “Executive Compensation — Compensation of Directors” below“Director Compensation” for additional information regarding the Board of Directors.
Our Company is committed to auditgrowing its business in a sustainable and socially responsible manner. Our Board and management team are committed to making a difference in the consolidated financial statements of Intermexcommunities in which we operate and for the fiscal year ending December 31, 2019. BDO USA, LLP has audited Intermex’s financial statements since fiscal 2017. A representative of BDO USA, LLP is expected to be present at the meeting, will have the opportunity to make a statement if he or she desires to do so, and is expected to be available to respond to appropriate questions.
| 2018 | 2017 | |||||||
| Audit fees (1) | $ | 2,196,550 | $ | - | ||||
| Audit-related fees (2) | $ | - | $ | - | ||||
| Tax fees (3) | $ | - | $ | - | ||||
| All other fees (4) | $ | - | $ | - | ||||
| 2018 | 2017 | |||||||
| Audit fees (1) | $ | - | $ | 199,662 | ||||
| Audit-related fees (2) | $ | - | $ | - | ||||
| Tax fees (3) | $ | 408,800 | $ | 202,918 | ||||
| All other fees (4) | $ | - | $ | - | ||||
Intermex offers a vital service for immigrant communities by providing high-quality, reliable money remittances to Latin America and selected African and Asian countries. Our Company strives to provide the highest quality service to our customers while supporting and protecting the environment.
Our Company supports many minority business partners, who work with us as our agents, by providing remittance services solutions for their businesses, an additional source of revenue and by treating them honestly and ethically. Our Company is dedicated to serving the communities in which our agents are located and works to develop money transfer programs and services that benefit those agents and communities.
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PROPOSAL ONE / ELECTION OF THREE CLASS I DIRECTORS
Our Company is also committed to providing a good working environment by treating our employees fairly and with dignity. Intermex supports its employees and empowers them to find innovative ways to succeed in their positions. Our Company strives to provide employees with the required training and tools to be successful. Intermex also works to create an environment that allows our employees to prosper and increase in responsibility and job level. We invest in our workforce by offering a competitive total rewards package that in addition to a salary, includes performance incentives and comprehensive benefits that are intended to be competitive in the market and focused on the needs of our employees in order to attract and retain highly qualified talent. Our incentives are primarily measurable and performance-based, and are designed to align compensation to our business strategy and goals. We have enhanced our onboarding process and plan to further enhance learning and development programs to drive quicker integration, development and higher productivity of new employees, as well as the ongoing development of team members to ensure robust recruitment and retention.
During 2021, the well-being and health of our employees remained one of our top priorities, especially in light of the COVID-19 pandemic. We adjusted standard operating procedures within our business operations to ensure continued worker safety. These procedures included reconfiguring facilities to reduce employee density, expanding and increasing frequency of cleaning within facilities, adopting appropriate and mandated hybrid-mode work, distancing programs, providing weekly COVID-19 testing and encouraging employees to be vaccinated and to wear recommended personal protective equipment.
The following provides additional information regarding our efforts related to accounting records performedESG matters.
Environmental
We utilize industry-leading sustainable data center partners, which contribute to comply with regulatory reporting requirementsa sustainable environment by:
| ● | Delivering highly efficient Power Usage Effectiveness scores above industry standards. |
| ● | Designed with a Water Usage Effectiveness (WUE) of zero. |
| ● | Utilizing facility-wide Energy Star efficiency-rated uninterruptible power supply (UPS) systems. |
| ● | Implementation of NextGen SuperCRAC cooling to maximize efficiency. |
| ● | Using proximity sensors to reduce energy usage. |
| ● | Replacing thermostats in the Company’s headquarters location to provide efficient scheduling of HVAC units to reduce energy consumption and installed window films to reduce external heat impact. |
Social
We support our employees, as demonstrated by:
| ● | Ensuring equal employment opportunity hiring practices. |
| ● | Maintaining a diverse employee base. As of the date of this proxy statement, 96% of our U.S. team members identified themselves as racially or ethnically diverse. Also, 50% of our U.S. team identified themselves as female and females fill 21% of our senior leadership roles. In 2022, we intend to promote greater community involvement through philanthropic and volunteer efforts, with a focus on diversity, community improvement, and STEM programs. |
| ● | Requiring anti-harassment training. |
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PROPOSAL ONE / ELECTION OF THREE CLASS I DIRECTORS
| ● | Not reducing salaries, furloughing employees or implementing employee layoffs as a result of the COVID-19 pandemic. |
Communities
We support our communities, as demonstrated by:
| ● | Maintaining a diverse base of sending agents. As of the date of this proxy statement, a majority of Intermex sending agents are minority-owned businesses and/or are located in neighborhoods with a high percentage of minority residents. |
| ● | Providing additional revenue opportunities to Intermex sending agents that are involved in the communities in which they operate. |
Governance
We have diverse representation on the Board and our directors are committed to provide certain attest reports.
| ● | Timely completion of transition to an independent board. |
| ● | Appointment of a Lead Independent Director. |
| ● | Ensuring all members of the Company’s Audit, Compensation, and Nominating and Corporate Governance Committees are non-employee independent directors. |
| ● | Three out of eight of our directors being ethnic minorities. |
| ● | Two out of eight of our directors being female. |
| ● | Adopting Corporate Governance Principles. |
Compliance/Data Security
We maintain strong cyber integrity standards and assistance with federal and provincial tax-related matters.
| ● | Maintaining Company security policies that follow the government’s National Institute of Standards and Technology (“NIST”) framework and adhere to applicable legal standards. |
| ● | Having our Board of Directors and Executive Management review and support our data security program and cybersecurity measures on an on-going basis. |
| ● | Not having any material Company data breaches to date. |
| ● | Having our Disaster Recovery/Business Continuity Plans reviewed and tested annually. |
| ● | Requiring anti-money laundering training for all employees. |
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As a result of our Common Stockcommon stock being listed on Nasdaq, Intermex adhereswe adhere to the rules of such exchange in determining whether a director is independent.
Board, Committee and Nominating/Corporate Governance Committee does not consist entirely of independent directors. Accordingly, you will not have the same protections afforded to stockholders of companies that are subject to all of the corporate governance requirements of Nasdaq.
During fiscal 2018, after the closing of the Merger,2021, the Board of Directors held two meetings.ten meetings and acted by unanimous written consent on three instances. In 2018,2021, all directors attended or participated in 75%92% or more of the aggregate of the total number of meetings of the Board of Directors and the total number of meetings of all committees of the Board of Directors on which such director served, in each case held during such director’s relevant period of service.
Although we do not have a formal policy regarding attendance by members of the Board of Directors at our annual meeting of stockholders, we encourage, but do not require, our directors to attend. Two of our directors, our Chairman and CEO Robert Lisy and Laura Maydón, attended the 2021 Annual Meeting of Stockholders in person and the rest of our directors, attended remotely.
Committees of the Board of Directors
Intermex has established a separately standing audit committee, nominating and corporate governance committee and compensation committee.
Audit Committee Information
Intermex has established an Audit Committee comprised of independent directors. The Audit Committee consists of Messrs. Purcell, HolsteinFernandez and Rincon, with Mr. Purcell serving as its chairman. EachThe Board has determined that each of the members of the Audit Committee is independent under Nasdaq’s listing rules and under Rule 10A-3(b)(1) of the Exchange Act.
The Audit Committee will at all times be composed exclusively of independent directors who are “financially literate” as defined under Nasdaq’s listing rules. The Nasdaq listing rules define “financially literate” as being able to read and understand fundamental financial statements, including a company’s balance sheet, income statement and cash flow statement.
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PROPOSAL ONE / ELECTION OF THREE CLASS I DIRECTORS
In addition, the Company is required to certify to Nasdaq that the Audit Committee has, and will continue to have, at least one member who has past employment experience in finance or accounting, requisite professional certification in accounting, or other comparable experience or background that results in the individual’s financial sophistication. We haveThe Board has determined that Mr.each of Messrs. Purcell, Fernandez and Rincon satisfies Nasdaq’s definition of financial sophistication and also qualifies as an “audit committee financial expert,” as defined under rules and regulations of the SEC.
The purpose of the Audit Committee is to, among other things, to appoint, retain, set compensation of, and supervise our independent registered public accountants, review the results and scope of the audit and other accounting related services and review our accounting practices and systems of internal accounting and disclosure controls.
The Audit Committee held fourfive meetings during the last fiscal year. The Audit Committee has a written charter that is available on the Company’s website at www.intermexonline.com.
The Audit Committee Report is included in this proxy statement on page 21.
Compensation Committee Information
Intermex has established a Compensation Committee consisting of Ms. Bradford, Ms. Maydon, and Messrs. GodfreyPurcell and Jahn,Rincon, with Mr. GodfreyPurcell serving as its chairman. Because we are a “controlled company” underOur Board of Directors has determined that all of the Nasdaq rules, our Compensation Committee is not required to be independent, although if such rules change in the future or we no longer meet the definition of a “controlled company” under the current rules, we will adjust the compositionmembers of the Compensation Committee accordingly in order to comply with suchare independent directors under the Nasdaq listing rules.
The purpose of the compensation committeeCompensation Committee is to, among other things, establish and review our general compensation philosophy, review and approve compensation paid to our officers and directors and to administer incentive compensation plans and programs, including authority to make and modify awards under such plans.
The Compensation Committee determines salaries, incentives and other forms of compensation for the Chief Executive Officer and our executive officers and reviews and makes recommendations to the Board with respect to director compensation. As part of its review and establishment of the performance criteria and compensation of executive officers, the Compensation Committee meets separately, at least on an annual basis, with the Chief Executive Officer, the Company’s principal human resources executive, and any other corporate officers, as it deems appropriate. The Compensation Committee also reviews and considers the competitiveness of the Company’s executive compensation as compared with the Company’s peer groups. The Compensation Committee meets without the presence of executive officers when approving or deliberating on executive officer compensation and the Chief Executive Officer may not be present during voting or deliberations of the Compensation Committee with respect to determination of his own compensation. The Compensation Committee reviews and authorizes the terms of employment agreements, severance agreements, and other material compensation agreements between Intermex and our executive officers, and reviews and recommends to the Board director’s and officer’s indemnification arrangements. In addition, the Compensation Committee administers our incentive compensation and equity-based plans, as well as oversees our stock ownership and retention policy.
The Compensation Committee may, in its discretion, delegate its duties and responsibilities to a subcommittee of the Compensation Committee as it deems appropriate and to the extent permitted by applicable law. Further, the Compensation Committee may, in its discretion, delegate its duties and responsibilities with respect to compensation of employees (other than compensation of executive officers) and broad-based benefit plans and programs as it seems appropriate to one or more officers of the Company.
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The Compensation Committee also has the sole discretion and authority, pursuant to its charter, to retain compensation consultants, outside legal counsel and other advisors or experts, as it deems appropriate, to assist it in carrying out its duties and responsibilities. The Compensation Committee retained Frederic W. Cook & Co., Inc. (“FW Cook”) as the Compensation Committee’s independent compensation consultant for assistance with determining executive officer compensation targets and the design of the Company’s Employee Incentive Bonus Plan for fiscal years 2021 and 2022, determining director compensation for fiscal years 2021 and 2022 and the design of a peer group for compensation analysis. The Committee determined that no work performed by FW Cook during fiscal year 2021 raised a conflict of interest.
The Company has considered its compensation policies and practices for its employees and concluded that the policies and practices do not give rise to risks that are reasonably likely to have a material adverse effect on the Company. This conclusion was based on the assessment performed by the Company’s management and was reviewed by the Compensation Committee of the Company’s Board of Directors.
The Compensation Committee held twofour meetings and acted by unanimous written consent in one instance during the last fiscal year. The Compensation Committee has a written charter that is available on the Company’s website at www.intermexonline.com.
Nominating and Corporate Governance Committee Information
Intermex has established a Nominating and Corporate Governance Committee consisting of Ms. Bradford, Ms. Maydón and Messrs. WenderFernandez and Paul,Purcell, with Mr. WenderMs. Maydón serving as Chairman. Because we are a “controlled company” underits chairman. Our Board of Directors has determined that all of the Nasdaq rules, our Nominating and Corporate Governance Committee is not required to be independent, although if such rules change in the future or we no longer meet the definition of a “controlled company” under the current rules, we will adjust the compositionmembers of the Nominating and Corporate Governance Committee accordingly in order to comply with suchare independent directors under the Nasdaq listing rules.
The Nominating and Corporate Governance Committee is responsible for, among other things, overseeing the selection of persons to be nominated to serve on our Board of Directors.
The Nominating and Corporate Governance Committee held one meetingsix meetings during the last fiscal year. The corporate Nominating and Corporate Governance Committee has a written charter that is available on the Company’s website at www.intermexonline.com. The information on this website is not a part of or incorporated into this proxy statementstatement.
.
The Nominating and Corporate Governance Committee considers persons identified by its members, management, stockholders, investment bankers and others.
The Nominating and Corporate Governance Committee has no specific minimum qualifications for director candidates. In general, however, the Nominating and Corporate Governance Committee considers a number of qualifications relating to management and leadership experience, background, and integrity and professionalism, as well as the candidate’s ability to satisfy the Nasdaq and SEC’s independence requirements, in evaluating a person’s candidacy for membership on the Board of Directors. The Nominating and Corporate Governance Committee may require certain skills or attributes, such as financial or accounting experience, to meet specific Board needs that arise from time to time and will also consider the overall experience and makeup of its members to obtain a broad and diverse mix of Board members. The Nominating and Corporate Governance Committee does not distinguish among nominees recommended by stockholders and other persons.
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PROPOSAL ONE / ELECTION OF THREE CLASS I DIRECTORS
During 2021, the Board was actively seeking, and Insider Participation
To recommend a director candidate for consideration, a stockholder should submit a written statement of the Compensation Committee has any relationship that would be required to be reported under Item 404 of Regulation S-K under the Securities Act. No memberqualifications of the Compensationproposed nominee, including full name and address, to the Nominating and Corporate Governance Committee, servesc/o Intermex’s Corporate Secretary, 9480 S. Dixie Highway, Miami, Florida 33156. Refer to “What is the deadline to propose actions for consideration at next year’s annual meeting of stockholders or served duringto nominate individuals to serve as directors?” in the fiscal year as a membersection above captioned “Questions and Answers About the 2022 Annual Meeting and Procedural Matters” for information regarding the procedures for stockholders to nominate candidates to the Board at an annual meeting of the board of directors or compensation committee of a company that has one or more executive officers serving as a member of ourstockholders.
Board Leadership Structure and Board Role in Risk Oversight
Our Board of Directors or Compensation Committee.
The Board of Directors is responsible for overseeing the major risks facing the Company while management is responsible for assessing and mitigating the Company’s risks on a day-to-day basis. In addition, the Board has delegated oversight of certain categories of risk to the Audit and Compensationits three standing Committees. The Audit Committee reviews and discusses with management significant financial and nonfinancial risk exposures and the steps management has taken to monitor, control and report such exposures. The Compensation Committee oversees management of risks relating to the Company’s compensation plans and programs. In performing their oversight responsibilities, the Board and Audit Committee periodically discuss with management the Company’s policies with respect to risk assessment and risk management. The AuditCompensation Committee oversees management of risks relating to the Company’s compensation plans and Compensationprograms. The Nominating and Corporate Governance Committee reviews and discusses with management risks related to the Company’s ESG initiatives, including regarding climate change, human capital management, diversity, stakeholder relations, and health/safety, and emergency succession planning. The three Committees report to the Board as appropriate on matters that involve specific areas of risk that each Committee oversees.
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PROPOSAL ONE / ELECTION OF THREE CLASS I DIRECTORS
Code of Business Conduct and Ethics
We have adopted a code of business conduct and ethics for our directors, officers, employees and certain affiliates in accordance with applicable federal securities laws, a copy of which is available on the Company’s website at Annual Meetingswww.intermexonline.com. If we amend or grant a waiver of Stockholdersone or more of the provisions of our Code of Business Conduct and Ethics, we intend to satisfy the requirements under Item 5.05 of Form 8-K regarding the disclosure of amendments to or waivers from provisions of our Code of Business Conduct and Ethics that apply to our principal executive officer, principal financial officer and principal accounting officer (or persons performing similar functions) by posting the required information on the Company’s website at www.intermexonline.com. The information found on the website is not part of or incorporated into this proxy statement.
Anti-Hedging and Anti-Pledging Policy
We have a securities trading policy that, among other things, prohibits Intermex’s directors and senior executive officers from: (i) engaging in short sales, (ii) transactions in put options, call options or other derivative securities related to Intermex securities, (iii) hedging or monetization transactions related to Intermex securities, including through the use of financial instruments such as prepaid variable forwards, equity swaps, collars and exchange funds, and (iv) holding Intermex securities in a margin account or otherwise pledging Intermex securities as collateral for a loan.
Corporate Governance Guidelines
The Nominating and Corporate Governance Committee has developed and recommended the Board’s Corporate Governance Principles (the “Governance Principles”), which has been approved by our full Board. The Governance Principles establish the Board’s governance framework and processes, and assist the Board in the exercise of Directors
Our Board of Directors at Intermex’s annual meeting of stockholders, Intermex encourages, but does not require, directors to attend.
Until such time as a non-management director has attained the minimum share ownership value for the year in question, such non-management director is expected to retain 50% of the shares of the Company’s common stock.
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PROPOSAL ONE / ELECTION OF THREE CLASS I DIRECTORS
The following categories satisfy a covered person’s ownership guidelines: (i) shares of common stock owned directly; (ii) shares of common stock owned indirectly (e.g., by a spouse, dependent child, a trust or allocable to the interest of a covered person in an entity such as limited partnership, limited liability or closely held corporation); (iii) shares of common stock held in a 401(k) plan; and (iv) restricted or deferred shares of common stock issued as equity awards (including restricted stock units), the vesting and/or issuance of which is dependent solely on the lapse of time or continued status as a director or employee of the Company.
The Company’s Compensation Committee has the discretion to enforce the stock ownership guidelines, and compliance is assessed annually.
Any stockholder who desires to contact our non-employee directors regarding appropriate Intermex business-related comments may do so by mail by writing Intermex’s Corporate Secretary at International Money Express, Inc., 9480 S. Dixie Highway, Miami, Florida 33156. Our Corporate Secretary, or someone acting in his place, receives these communications unfiltered by Intermex, forwards these communications to the appropriate committee of the Board of Directors or non-employee director, and facilitates an appropriate response. Please note that requests for investor relations materials should be sent to investors@intermexonline.cominvestors@intermexonline.com.
.
Set forth below is certain information regarding the Company’s current executive officers as of December 31, 2018:
Name | Age | Position |
| Robert Lisy | Chief Executive Officer, President and Chairman of the Board of Directors | |
| Chief Financial Officer | ||
| Chief | ||
| Chief | ||
| General Counsel and Chief | ||
Robert Lisy. For a brief biography of Mr. Lisy, please see “Proposal One — Election of Directors — Informationthe section captioned “Information Regarding the Board of Directors and Director Nominees.”Nominees” above.
Tony Lauro II,Andras Bende joined International Money Express, Inc. as Chief Financial Officer hasin December 2020. Prior to joining the Company, Mr. Bende served as the Chief Financial Officer of Computer Services, Inc., a financial technology company, from 2018 to 2019, where he helped guide the Company since 2018.company during a period of significant growth and share price appreciation. Prior to his time at Computer Services, Inc., Mr. Lauro joined Intermex asBende held several international Chief Financial Officer on March 5, 2018. Prior to joining Intermex, Mr. Lauro served as the President and Chief Financial Officer of Cognical, Inc., which offers consumers point-of-sale financing at furniture, appliance and electronics retailers. Mr. Lauro served at Cognical from June 2016 to November 2017. From September 2013 to May 2016, Mr. Lauro served as the Chief Financial Officer of the Merchant Services division of JP Morgan Chase. While at Chase, Mr. Lauro also served as Chairman of the board of directors at Merchant Link, a joint venture of JP Morgan Chase and First Data Corp. Mr. Lauro also served in divisional CFOController roles at GE Capital from 2005 to 2017. Mr. Bende is a graduate of GE’s Financial Management Program and the Royal Bank of Scotland, Citizens BankGE Corporate Audit Staff and Capital One Financial. Mr. Lauro holds a bachelor’s degree in Financefinancial management from James Madison University and an MBA from the College of William and Mary, Mason School of Business.Clemson University.
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PROPOSAL ONE / ELECTION OF THREE CLASS I DIRECTORS
Randall D.Randy Nilsen, Chief Sales Officer, has served as the Chief SalesRevenue Officer of the CompanyInternational Money Express, Inc. since 2018. Mr. Nilsen was Intermex’s Chief SalesRevenue Officer from 2015 to 2018. Prior to joining Intermex,the Company, Mr. Nilsen served as Chief SalesRevenue Officer at Sigue Money Transfer Services (“Sigue”), a global remittance provider from 2011 to 2015 where he was responsible for revenue generation through acquisition and retention of both agents and consumers within North America. Prior to his employment with Sigue, Mr. Nilsen was the Chief Franchise Sales and Operations Officer at Jackson Hewitt from 2008 to 2011. Prior to Jackson Hewitt, Mr. Nilsen was with Western Union from 1987 to 2008 where he held roles with increasing responsibility in sales, marketing and sales planning and was responsible for business units in the U.S., Canada and the U.K. Mr. Nilsen is a graduate of the Executive Management program at the University of California Los Angeles’s Anderson School of Management and holds a bachelor’s degree in Business Finance from Brigham Young University.
Eduardo Azcarate,Joseph Aguilar joined International Money Express, Inc. in September 2019 as Chief Business Development Officer, has served as the Chief Business Development Officer of the Company since 2018. Mr. Azcarate was Intermex’s Chief Business Development Officer from 2016 to 2018. Since 2018, Mr. Azcarate is also responsible for overseeing the Company’s foreign subsidiary operations. Prior roles at Intermex have included Vice President of Business Development, Vice President of Sales and Marketing and Director of Mergers and Acquisitions.Operating Officer. Prior to joining Intermex, Mr. Azcarate served as Controller for Servimex,Aguilar was a provider of money transfer services, which was acquired by Intermexsenior executive at Sigue Corporation; starting in March 2007. Prior to Servimex Mr. Azcarate held positions at Ban Colombia and Gillette in Colombia. Mr. Azcarate is a graduate of ICESI University in Cali, Colombia, with a degree in Marketing and Finance.
Ernesto Luciano joined International Money Express, Inc. in December 2020. Mr. Luciano serves as General Counsel and Chief Legal Officer. Prior to joining the Company, Mr. Luciano was the vice president & associate general counsel of Kaplan Higher Education, LLC (“Kaplan”) from 2016 to 2020. Prior to his role at Kaplan, Mr. Luciano was general counsel for Verizon Media’s U.S. Hispanic and Latin American division and also held senior legal positions with Home Box Office, Inc. (HBO), Gilat Satellite Networks Ltd., and Turner Broadcasting Systems (TBS), among others. Mr. Luciano holds a bachelor’s degree from the State University of Puerto Rico,New York at Albany and a master’s degree in international studiesJuris Doctor (J.D.) from the UniversityNew England School of Pennsylvania and a master’s degreeLaw in business administration (MBA) from the Wharton School.Boston, Massachusetts.
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As an emerging growth company, Intermexthe Company has opted to comply with the executive compensation rules applicable to “smaller reporting companies,” as such term is defined under the Securities Act, which require compensation disclosure for Intermex’s principalthe Company’s “named executive officer and the next two most highly-compensated executive officers.
The tabular disclosure and discussion that follow describe Intermex’sthe Company’s executive compensation program during the most recently completed fiscal year ended December 31, 2018,2021, with respect to Intermex’sthe Company’s named executive officers as of December 31, 2018,2021, including: Robert Lisy, Intermex’s President and Chief Executive Officer; Tony Lauro II, Intermex’sOfficer and President; Andras Bende, Chief Financial Officer; Joseph Aguilar, Chief Operating Officer; and Randall D. Nilsen, Intermex’s Chief SalesRevenue Officer (collectively, Intermex’sthe Company’s “named executive officers” or “NEOs”).
| 24 | | 2022 Proxy Statement |
PROPOSAL ONE / ELECTION OF THREE CLASS I DIRECTORS
The following table sets forth the compensation paid to and earned by the named executive officers (the “NEOs”) that is attributable to services performed during fiscal years 2017(1)2021 and 2018.
| Name and Principal Position | Year | Salary ($) | Bonus ($)(2) | Nonequity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) | |||||||||||||||
Robert Lisy(5) President and Chief Executive Officer | 2018 | $ | 627,082 | $ | 1,645,000 | $ | 295,000 | $ | 83,655 | $ | 2,650,737 | ||||||||||
| 2017 | $ | 579,167 | $ | 500,000 | $ | 445,000 | $ | 1,834,550 | $ | 3,358,717 | |||||||||||
Tony Lauro II Chief Financial Officer | 2018 | $ | 254,991 | $ | 117,723 | $ | 85,532 | $ | 50,000 | $ | 508,246 | ||||||||||
| 2017 | N/A | N/A | N/A | N/A | N/A | ||||||||||||||||
Randall D. Nilsen Chief Sales Officer | 2018 | $ | 249,517 | $ | 696,054 | $ | 90,075 | $ | 14,102 | $ | 1,049,748 | ||||||||||
| 2017 | $ | 261,655 | - | $ | 148,859 | $ | 109,000 | $ | 519,514 | ||||||||||||
| Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2) | Options Awards ($)(2) | Nonequity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) |
| Robert Lisy | 2021 | $1,000,000 | $— | $2,500,013 | $— | $1,500,000 | $4,447 | $5,004,460 |
| Chief | ||||||||
| Executive | ||||||||
| Officer and | ||||||||
| President | 2020 | $ 752,885 | $— | $— | $— | $463,733 | $88,579 | $1,305,197 |
| Andras | 2021 | $425,000 | $55,000 | $524,290 | $— | $233,750 | $— | $1,238,040 |
| Bende (5) | ||||||||
| Chief | ||||||||
| Financial | ||||||||
| Officer | 2020 | $24,519 | $14,200 | $— | $— | $— | $125,000 | $163,719 |
| Joseph | 2021 | $375,000 | $55,000 | $550,023 | $— | $254,813 | $1,632 | $1,236,468 |
| Aguilar | ||||||||
| Chief | ||||||||
| Operating | ||||||||
| Officer | 2020 | $327,115 | $29,000 | $— | $713,605 | $121,895 | $39,000 | $1,230,615 |
| Randall D. | 2021 | $375,000 | $55,000 | $550,023 | $— | $256,207 | $13,349 | $1,249,579 |
| Nilsen | ||||||||
| Chief | ||||||||
| Revenue | ||||||||
| Officer | 2020 | $299,269 | $26,200 | $— | $— | $118,078 | $15,232 | $458,779 |
| (1) |
| (2) | The |
| (3) | The amounts included in the “Nonequity Incentive Plan Compensation” column reflect the |
| (4) | For Mr. Lisy, the |
| (5) |
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| PROXY STATEMENT | |
PROPOSAL ONE / ELECTION OF THREE CLASS I DIRECTORS
We maintainedmaintain the Employee Incentive Bonus Plan (the “Bonus Plan”), an annual, cash-based, incentive plan, in which certain sales employees and all non-sales employees, including the named executive officers, participate. Under the terms ofFor 2021, payments under the Bonus Plan an annual, cash-based, incentive plan, fifty percent (50%) of the payments are paid quarterly and fifty percent (50%) of the payments are paid annually. Bonus payments arewere determined based on completion of certain individualizedindividual performance objectives, varying by employee category/position (the “Objective component”) and Intermex-wideCompany-wide Adjusted EBITDA targets with each employee’s target bonus amount, expressed generally(the “Adjusted EBITDA component”), as a percentagediscussed below. Refer to the “Non-GAAP Financial Measures” section of Item 7 in our Annual Report on Form 10-K for the employee’s base salary (including, as offiscal year ended December 31, 2018, targets of 46% (for Mr. Lisy), 35.4% (for Mr. Lauro) and 31.8% (for Mr. Nilsen)). In order2021 for any payments to be made under the Bonus Plan, we must achieve at least 90% of a previously-approved annual Adjusted EBITDA target, and payout with respect to the Adjusted EBITDA component is capped at 100% of target for the annual portion of the bonus program. For 2018, performance metrics for Mr. Lisy consisted of 100% on achievement of the Adjusted EBITDA goal. For 2018 performance metrics for Mr. Nilsen and Mr. Lauro consisted of the Adjusted EBITDA goal (weighted 40%), and specific, individually agreed performance metrics (the “Individual Goals”) (weighted 60%). The Individual Goals are evaluated on a quarterly basis. For Mr. Nilsen, his Individual Goals are tied to his role as Chief Sales Officer, and are specifically measured based on actual gross margin sales versus budget for each quarter. For each quarter in 2018, Mr. Nilsen achieved between 101% to 111% of the applicable gross margin sales quarterly budget. For Mr. Lauro, his Individual Goals are based on the following factors: (i) reduction in our cash/deposit ratio (weighted 20%), (ii) reduction of our financing costs (weighted 50%), and (iii) reduction of bank fees and related charges (weighted 30%) For each quarter in 2018, Mr. Lauro’s level of achievement of his Individual Goals ranged from 100% to 103% of the applicable goal. Any achievement over 100% of the Adjusted EBITDA goal results in payments under the stretch bonus portion of the Bonus Plan. For 2018, the targetcalculation methodology. Adjusted EBITDA for purposes of the Bonus Plan may differ from that reported in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021 due to further adjustments permitted under the terms of the Bonus Plan.
Each named executive officer’s target bonus amount was $40.1milliondetermined at the outset of the year and Intermex achieved anwas expressed generally as a percentage of such officer’s base salary. The target bonus percentages for 2021 were 100% for Mr. Lisy, 40% for Mr. Bende, 50% for Mr. Aguilar and 50% for Mr. Nilsen. The CEO’s Bonus Plan was determined solely based on Adjusted EBITDA performance. The Bonus Plan for the other named executive officers was determined 75% based on Adjusted EBITDA performance and 25% based on the Objective component.
Under the terms of approximately $47.1 million, which resulted in payments that were 65% over budget forthe Bonus Plan, the Objective component was measured and paid on a quarterly basis and may range from 0% to 150% of target. Half of the Adjusted EBITDA component is paid based on quarterly performance with the remaining half subject to full-year performance. The quarterly payout for Adjusted EBITDA is made on a binary basis, such that if the quarterly target is achieved, then the quarterly payout is made (12.5% of target), with no partial payouts. All quarterly Adjusted EBITDA targets were set at the beginning of the bonus. Therefore, aggregate payout amountsyear.
For the full-year Adjusted EBITDA component, the Compensation Committee set threshold, target and maximum levels of performance at the outset of the year. Threshold performance was set at 90% of the targeted Adjusted EBITDA amount, achievement of which pays 0% of target. Target performance was set at 100% of the targeted Adjusted EBITDA amount, achievement of which pays 100% of target. Maximum performance was set at 115% of the targeted Adjusted EBITDA amount, the achievement of which pays 150% of target. There would be no payment under the Bonus Plan for 2018 reflect an additional “stretch bonus”performance below threshold and linear interpolation applies between threshold/target and target/maximum performance levels.
For 2021, the quarterly Adjusted EBITDA targets were achieved for all quarters. The full-year Adjusted EBITDA performance, after adjustment to remove the de minimis impact of discretionary bonuses, was above the maximum level of $87 million, resulting in a full-year Adjusted EBITDA earnout of 150% of target.
Mr. Bende’s individual objectives were based on the following factors: (i) completing debt refinancing, (ii) enhancing liquidity management, (iii) enhancing capital management, (iv) performing and leading merger & acquisition related activities, (v) enhancing board reporting process, and (vi) monitoring and optimizing internal control and internal audit activities. For each quarter in 2021, Mr. Bende’s level of achievement of overhis individual objectives was 100% of the applicable goal.
Mr. Aguilar’s individual objectives were based on the following factors: (i) enhancing operational functionality of the Company’s check processing and digital products, (ii) improving functionality of the Company’s headquarters and, call centers in Mexico and Guatemala, (iii) performing and leading merger & acquisition related activities, and (iv) transitioning of the oversight of Information Technology Department. For each quarter in 2021, Mr. Aguilar’s level of achievement of his individual objectives ranged approximately from 73% to 102% of the applicable goal.
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PROPOSAL ONE / ELECTION OF THREE CLASS I DIRECTORS
Mr. Nilsen’s individual objectives were tied to his role as Chief Revenue Officer and were specifically measured based on factors such as market penetration, agent activation, and increasing sales volume. For each quarter in 2021, Mr. Nilsen’s level of achievement of his individual objectives ranged approximately from 94% to 102% of the applicable goal.
Based on the combined impact of Adjusted EBITDA and Objective component performance, the overall payout as a percent of target as well as over 100%was 150% of individualtarget for the CEO (based on Adjusted EBITDA performance goals (foronly) and ranged approximately from 135% to 138% for Messrs. Bende, Aguilar and Nilsen, based on quarterly and annual Adjusted EBITDA and quarterly Objective components performance.
Each of Messrs. Lisy, LauroBende, Aguilar and Nilsen).
Chief Executive Officer and President (Robert Lisy)
On December 19, 2017, Intermex Holdings, Inc., a subsidiary of the Company (“Holdings”), entered into an amended and restated employment agreement (the “CEO Employment Agreement”) with Mr. Lisy for the position of President and Chief Executive Officer pursuant toand President, which the term commenced onwas in effect through December 30, 2020. Effective January 1, 20182021, Holdings entered into an amended and will expirerestated employment agreement with Mr. Lisy (the “2021 CEO Employment Agreement”), which expired on January 1,December 31, 2021 subject to automatic two-yearone-year extensions unless either Intermexthe Company or Mr. Lisy providesprovided at least 90 days’ written notice to the other of intent not to renew the term. The 2021 CEO Employment Agreement was automatically extended on December 31, 2021. The 2021 CEO Employment Agreement replaced prior employment agreements between Mr. Lisy and Intermex. Thethe Company, including the CEO Employment Agreement provides for a base salary of $600,000 per year until June 1, 2018, at which time Mr. Lisy will receive a base salary of $650,000 per year, subject to increase at the discretion of the Board of Directors. Effective January 1, 2019,in effect during 2020. During 2020, Mr. Lisy’s base salary was increased to $725,000.$725,000 and effective January 1, 2021, Mr. Lisy’s base salary was $1,000,000. The 2021 CEO Employment Agreement also provided that Mr. Lisy is alsowas eligible to earn ana performance based annual bonuscash incentive. The amount of upany annual cash incentive payable was to $275,000 until June 1, 2018, at which time Mr. Lisy’s maximum annual bonus was increased to $300,000. Effective January 1, 2019, Mr. Lisy’s maximum annual bonus was increased to $363,000. Seventy-five percent of Mr. Lisy’s annual bonus is based on achievement by Intermex of its budgeted EBITDA for the applicable fiscal year of Intermex, as approvedbe determined by the Board of Directors in its discretion, and was conditioned on the achievement of certain performance goals, including the achievement by Holdings of budgeted Adjusted EBITDA (as defined in the 2021 CEO Employment Agreement) as approved by the Board in its reasonable discretion, and twenty-five percentthe achievement of Mr. Lisy’s annual bonus is based on the individual performance of Mr. Lisy relative to such criteriagoals as may be reasonably agreed to by the Board of Directors and Mr. Lisy atLisy. The Board could, with Mr. Lisy’s consent, prospectively amend or modify from time to time the beginningestablished cash incentive criteria, including any related performance requirements and target levels. Effective as of January 1, 2020, Mr. Lisy’s annual cash incentive target was increased to up to $363,000 and effective January 1, 2021, Mr. Lisy’s annual cash incentive target was increased to 100% of his base salary, or $1,000,000. The 2021 CEO Employment Agreement, subject to approval by the applicable bonus period. The actual bonus paidCompensation Committee, provided for an award to Mr. Lisy is based onof restricted stock units (“RSUs”) and performance stock units (“PSUs”), in each case granted under the achievementterms of target bonus criteriathe Company’s 2020 Omnibus Equity Compensation Plan (the “2020 Plan”) and having a grant date value of $1,250,000, as computed in accordance with U.S. GAAP. On March 4, 2021, the Compensation Committee approved the awards, consisting of 88,215 shares of restricted stock (in lieu of RSUs) and 88,215 PSUs. The vesting terms and performance goals of the awards were determined by the BoardCompensation Committee at the time of Directors in its reasonable discretion. In addition, Mr. Lisy was entitled to a guaranteed bonus of $500,000 for the calendar year 2017 in connectiongrant and are generally consistent with the signing of the Merger Agreement, which was paid on January 15, 2018. Mr. Lisy is entitled to a grant of options to purchase shares of common stock of FinTech equal to 3% of the fully diluted equity of FinTech, pursuantawards granted to the Omnibus Plan. In addition, Mr. Lisy is entitled to participate inCompany’s other employees, except that, as required by the pool of options to purchase shares of common stock reserved for the management team following the consummation of the Merger, as well as any other awards or grants to which Mr. Lisy may be entitled as a director of Intermex.
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| PROXY STATEMENT | |
PROPOSAL ONE / ELECTION OF THREE CLASS I DIRECTORS
The 2021 CEO Employment Agreement provided that Mr. Lisy iscontinues to be eligible to participate in all benefit programs offered by Intermex (excluding severance, bonus, incentive or profit-sharing plans) offered by Holdings on the same basis as generally made available to other employees of IntermexHoldings and vacation and reimbursement benefits customary for a chief executive officer. In addition, Mr. Lisy is also entitled to the following benefits throughout the term of his employment:benefits: (a) car allowance; (b) apartment allowancereimbursement for legal and certain other advisory fees incurred in connection with the Miami, Florida area;negotiation of the 2021 CEO Employment Agreement; and (c) if obtained by IntermexHoldings during the term of Mr. Lisy’s employment, the right to acquire and assume the premium payments under any life insurance policy held by IntermexHoldings upon termination of Mr. Lisy’s employment; and (d) reimbursement on or before the consummation of the Merger for all legal, accounting and tax advisory services rendered to Mr. Lisy in connection with theemployment. The 2021 CEO Employment Agreement the Merger Agreement, and any other related matters and agreements. The CEO Employment Agreement subjectscontinued to subject Mr. Lisy to the following restrictive covenants regarding:covenants: (i) non-solicitation of customers and employees of IntermexHoldings during employment and for two years thereafter; (ii) non-competition during employment and for two years thereafter; (iii) non-disclosure of confidential information for an unspecified duration; and (iv) mutual and perpetual non-disparagement. The 2021 CEO Employment Agreement also providesprovided for severance payments upon certain terminationsa termination of employment under certain circumstances, as described below under “—Potential“-Potential Payments upon Termination or Change in Control.”
On November 15, 2021, Holdings entered into a new amended and restated employment agreement with Mr. Lisy (the “New CEO Employment Agreement”) effective as of January 1, 2022, to replace the 2021 CEO Employment Agreement. The New CEO Employment Agreement contains all of the material terms described above except that (a) the New CEO Employment Agreements expires on December 31, 2023, subject to automatic extensions as described above, (b) Mr. Lisy’s annual cash incentive target was increased to 125% of his base salary, or $1,250,000, and (c) subject to approval by the Compensation Committee, provides for an award to Mr. Lisy of restricted stock and PSUs, in each case granted under the terms of the 2020 Plan and having a grant date value of $1,500,000, as computed in accordance with U.S. GAAP.
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On October 22, 2018, IntermexDecember 7, 2020, the Company entered into an employment agreement (the “CFO Employment Agreement”) with Mr. LauroBende for the position of Chief Financial Officer for an indefinite term beginning on October 22, 2018.December 7, 2020. The CFO Employment Agreement provides for a base salary of $310,000$425,000 per year, subject to increase at the discretion of the Board of Directors. Effective January 1, 2019, Mr. Lauro’s base salary was increased to $330,000. The CFO Employment Agreement also provides that Mr. LauroBende is eligible to participate in Intermex’sthe Company’s annual incentive compensation plan, and shall havewith a target opportunity of 40% of his base salary (or $170,000) based upon the opportunity to earn aattainment of performance based bonus of up to $110,000. Effective January 1, 2019, Mr. Lauro’s annual bonus target was increased to up to $116,000. The amount of any annual bonus payable, which amount may exceed the target amount, shall begoals, as determined by the Board of Directors in its discretion, and may be conditioned on the achievement of certain performance goals established by the Board of Directors in its discretion, including the achievement of certain EBITDA results.discretion. Mr. LauroBende is also eligible to participate in any benefit plans offered by Intermex (excluding severance, bonus, incentive or profit-sharing plans, unless approved or determined by the Board of Directors in its discretion) offered by the Company as in effect from time to time on the same basis as generally made available to other employees of Intermex.the Company. In addition, Mr. LauroBende is entitled to reimbursement and vacation benefits typical for a senior executive. The CFO Employment Agreement provides for awards to be granted to Mr. Bende, subject to the terms of the 2020 Plan, of 15,000 RSUs and 40,000 stock options in 2021. On March 4, 2021, the Compensation Committee approved the awards, consisting of 15,000 shares of restricted stock units and 22,000 PSUs (in lieu of options, with Mr. Bende’s consent). The vesting terms and performance goals of the awards were determined by the Compensation Committee at the time of grant and are generally consistent with awards granted to the Company’s other employees. The CFO Employment Agreement subjects Mr. LauroBende to the following restrictive covenants regarding:covenants: (i) non-solicitation of customers and employees of Intermexthe Company during employment and for three years thereafter; (ii) non-competition during employment and for nine months thereafter; (iii) non-disclosure of confidential information for an unspecified duration; and (iv) perpetual non-disparagement. The CFO Employment Agreement also provides for severance upon termination of employment under certain circumstances, as described below under “-Potential Payments upon Termination or Change in Control.”
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PROPOSAL ONE / ELECTION OF THREE CLASS I DIRECTORS
Chief FinancialOperating Officer (Darrell Ebbert)
On February 1, 2017, IntermexSeptember 23, 2019, the Company entered into an amended and restated employment agreement (the “COO Employment Agreement”) with Mr. EbbertAguilar for the position of Chief FinancialOperating Officer for an indefinite term beginning on February 1, 2017, which replaced prior employment agreements between Mr. Ebbert and Intermex.September 23, 2019. The employment agreement providedCOO Employment Agreement provides for a base salary of $243,258$315,000 per year, (which was subsequently increased to $255,567), subject to increase at the discretion of the Board of Directors, and itwhich base salary was increased to $375,000 effective January 1, 2021. The COO Employment Agreement also providedprovides that Mr. Ebbert wasAguilar is eligible to participate in Intermex’sthe Company’s annual incentive compensation plan and hadshall have the opportunity to earn a performance based bonusannual cash incentive of up to 30%$100,000 (which bonus opportunity was increased to 50% of his base salary. The amountsalary, or $187,500, effective January 1, 2021), based upon the attainment of any annual bonus payable wasperformance goals, as determined by the Board of Directors in its discretion, and could be conditioned on the achievement of certain performance goals established by the Board of Directors in its discretion.Board. Mr. Ebbert wasAguilar is also eligible to participate in any benefit plans offered by Intermex (excluding severance, bonus, incentive or profit-sharing plans, unless approved or determined by the Board of Directors in its discretion) offered by the Company as in effect from time to time on the same basis as generally made available to other employees of Intermex.the Company. In addition, Mr. Ebbert wasAguilar is entitled to reimbursement and vacation benefits typical for a senior executive. His employment agreement subjectedThe COO Employment Agreement subjects Mr. EbbertAguilar to the following restrictive covenants regarding:covenants: (i) non-solicitation of customers and employees of Intermexthe Company during employment and for three years thereafter; (ii) non-competition during employment and for nine months thereafter; (iii) non-disclosure of confidential information for an unspecified duration; and (iv) perpetual non-disparagement.
Chief SalesRevenue Officer (Randall D.(Randy Nilsen)
On February 1, 2017, IntermexHoldings entered into an employment agreement (the “CSO“CRO Employment Agreement”) with Mr. Nilsen for the position of Chief SalesRevenue Officer for an indefinite term beginning on February 1, 2017. The CSOCRO Employment Agreement provides for a base salary, of $225,000 per year (which had been increased to $243,801), subject to increase at the discretion of the Board of Directors. Effective January 1, 2019,2021, Mr. Nilsen’s base salary was increased to $268,801.$375,000. The CSOCRO Employment Agreement also provides that Mr. Nilsen is eligible to participate in Intermex’sHoldings’s annual incentive compensation plan and shall have the opportunity to earn a performance based bonus of up to $75,000. Effective January 1, 2019, Mr. Nilsen’s annual bonuscash incentive, which incentive opportunity was increased to up to $98,000. The amount50% of any annual bonus payable, which amount may exceedbase salary, or $187,500, as of January 1, 2021, based upon the target amount, shall beattainment of performance goals, as determined by the Board of Directors in its discretion, and may be conditioned on the achievement of certain performance goals established by the Board of Directors in its discretion.Board. Mr. Nilsen is also eligible to participate in any benefit plans offered by Intermex (excluding severance, bonus, incentive or profit-sharing plans, unless approved or determined by the Board of Directors in its discretion) offered by Holdings as in effect from time to time on the same basis as generally made available to other employees of Intermex.Holdings. In addition, Mr. Nilsen is entitled to reimbursement and vacation benefits customary for a senior executive. The CSOCRO Employment Agreement subjects Mr. Nilsen to the following restrictive covenants regarding:covenants: (i) non-solicitation of customers and employees of IntermexHoldings during employment and for three years thereafter; (ii) non-competition during employment and for nine months thereafter; (iii) non-disclosure of confidential information for an unspecified period; and (iv) perpetual non-disparagement. The CSOCRO Employment Agreement also provides for severance upon certain terminationsa termination of employment under certain circumstances, as described below under “—Potential“-Potential Payments upon Termination or Change in Control.”
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| PROXY STATEMENT | |
PROPOSAL ONE / ELECTION OF THREE CLASS I DIRECTORS
| Name | Option awards | Stock awards | ||||||||
| Grant Date | Number of securities underlying unexercised options (#) exercisable | Number of securities underlying unexercised options (#) unexercisable | Equity incentive plan awards: Number of securities underlying unexercised unearned options (#) | Option exercise price ($) | Option expiration date | Number of shares or units of stock that have not vested (#) | Market value of shares of units of stock that have not vested ($) | Equity incentive plan awards: Number of unearned shares, units or other rights that have not vested (#) | Equity incentive plan awards: Market or payout value of unearned shares, units or other rights that have not vested ($) | |
| (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | |
Robert Lisy President and Chief Executive Officer | 7/26/2018 | - | 1,189,902 | - | $9.91 | 7/26/2028 | - | - | - | - |
Tony Lauro II Chief Financial Officer | 7/26/2018 | - | 198,317 | - | $9.91 | 7/26/2028 | - | - | - | - |
Randall D. Nilsen Chief Sales Officer | 7/26/2018 | - | 230,000 | - | $9.91 | 7/26/2028 | - | - | - | - |
| Option Awards(1) | Stock Awards(2) | |||||||||||
| Name | Grant Date | Grant Type | Number of securities underlying unexercised options (#) exercisable | Number of securities underlying unexercised options (#) unexercisable | Equity incentive plan awards: Number of securities underlying unexercised unearned options (#) | Option exercise price ($) | Option expiration date | Number of shares or units of stock that have not vested (#) | Market value of shares or units of stock that have not vested ($) | Equity incentive plan awards: number of unearned shares, units or other rights that have not vested (#) | Equity incentive plan awards: market or payout value of unearned shares, units or other rights that have not vested ($) | |
| Robert Lisy Chief Executive Officer and President | 7/26 /2018 | Option Award | 497,911 | 297,476 | — | $9.91 | 7/26 /2028 | — | — | — | — | |
| 3/4 /2021 | RSA | — | — | — | — | — | 88,215 | $1,407,911 | — | — | ||
| 3/4 /2021 | PSU | — | — | — | — | — | — | — | 88,215 | $1,407,911 | ||
| Andras Bende Chief Financial Officer | 3/4 /2021 | RSU | — | — | — | — | — | 15,000 | $239,400 | — | — | |
| 3/4 /2021 | PSU | — | — | — | — | — | — | — | 22,000 | $351,120 | ||
| Joseph Aguilar Chief Operating Officer | 9/23 /2019 | Option Award | 62,500 | 62,500 | — | $14.46 | 9/23 /2029 | — | — | — | — | |
| 6/26 /2020 | Option Award | 31,250 | 93,750 | — | $12.45 | 6/26 /2030 | — | — | — | — | ||
| 3/4 /2021 | RSU | — | — | — | — | — | 19,408 | $309,752 | — | — | ||
| 3/4 /2021 | PSU | — | — | — | — | — | — | — | 19,408 | $309,752 | ||
| Randall D. Nilsen Chief Revenue Officer | 7/26 /2018 | Option Award | 172,500 | 57,500 | — | $9.91 | 7/26 /2028 | — | — | — | — | |
| 3/4 /2021 | RSU | — | — | — | — | — | 19,408 | $309,752 | — | — | ||
| 3/4 /2021 | PSU | — | — | — | — | — | — | — | 19,408 | $309,752 | ||
| (1) | The Option Awards columns reflect stock options granted to the applicable NEO on the dates shown, which vest and become exercisable in four equal installments beginning one year after the date of grant, subject to the NEO’s continued employment with the Company. The Option Awards described in this table were granted under the International Money Express, Inc. 2018 Omnibus Equity Compensation Plan. |
| 30 | | 2022 Proxy Statement |
PROPOSAL ONE / ELECTION OF THREE CLASS I DIRECTORS
| (2) | The Stock Awards columns reflect RSUs and RSAs granted to the applicable NEO on the dates shown, which vest generally in four equal installments beginning one year after the date of grant, subject to the NEO’s continued employment with the Company. In addition, the Stock Awards column reflects PSUs granted, shown based on threshold performance, to the applicable NEO on the dates shown, which generally vest subject to attainment of performance criteria during the service period established by the Compensation Committee. |
The Company maintains a tax-qualified defined contribution plan (the “401(k) Plan”) that provides retirement benefits to employees, including matching contributions. The Company matches 50% of each employee’s contributions up to a maximum of 3% of their total compensation. The NEOs are eligible to participate in the 401(k) Plan on the same terms as other participating employees.
Severance under Employment Agreements
Pursuant to the terms of the Employment Agreementsemployment agreements with Mr. Lisy, Mr. Lauro,Bende, Mr. Aguilar and Mr. Nilsen, and the Employment Transition and Separation Agreement with Mr. Ebbert, the NEOs are entitled to receive certain payments in connection with certain termination events.
In the event that (i) Mr. Lisy is terminated by IntermexHoldings other than for “Cause”, “Disability”Cause, Disability (as such terms are defined in the New CEO Employment Agreement) or death, (ii) if Mr. Lisy resigns for “Good Reason”Good Reason (as defined in the New CEO Employment Agreement) or (iii) Mr. Lisy’s employment is terminated pursuant to Intermexthe Company providing notice of non-renewal of the term of the New CEO Employment Agreement, Mr. Lisy is entitled to an amount equal to two times the sum of Mr. Lisy’s base salary and Mr. Lisy’s target bonus payable in equal installments over the two year period following termination.
If Mr. Lisy resigns for retirement (resignation after attainment of age 66 and providing six months’ notice), then outstanding awards granted under the Holdings long term incentive program will continue to vest in accordance with their original vesting schedule, subject to attainment of any applicable performance goals.
Pursuant to the New CEO Employment Agreement, in the event that any of the payments or benefits provided by IntermexHoldings to Mr. Lisy (whether pursuant to the terms of the New CEO Employment Agreement or any equity compensation or other agreement with Intermex)Holdings) would constitute “parachute payments” (“Parachute Payments”) within the meaning of Section 280G of the Code, and would be subject to the excise tax imposed under Section 4999 of the Code or any interest or penalties with respect to such excise tax (collectively, the “Excise Tax”), then such Parachute Payments to be made to Mr. Lisy shall be payable either (1) in full or (2) as to such lesser amount which would result in no portion of such Parachute Payments being subject to the Excise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the Excise Tax, results in Mr. Lisy’s receipt on an after-tax basis, of the greatest amount of economic benefits under the New CEO Employment Agreement, notwithstanding that all or some portion of such benefits may be subject to the Excise Tax. If a reduction in the Parachute Payment is necessary, then the reduction shall occur in accordance with the terms of the New CEO Employment Agreement.
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PROPOSAL ONE / ELECTION OF THREE CLASS I DIRECTORS
In the event that Mr. NilsenBende is terminated by IntermexHoldings other than for “Cause”, “Disability”Cause, Disability (as such terms are defined in the CSOCFO Employment Agreement) or death or if Mr. NilsenBende resigns for “Good Reason”Good Reason (as defined in the CSOCFO Employment Agreement), he is entitled to base salary continuation for nine months, anda payment equal to a pro-rata portion of his target bonus for the year in which termination occurs (less any bonus amounts already paid for such year).
In the event that Mr. Aguilar is terminated by Holdings other than for Cause, Disability (as such terms are defined in the COO Employment Agreement) or death or if Mr. LauroAguilar resigns for “Good Reason”Good Reason (as defined in the CFOCOO Employment Agreement), he is entitled to base salary continuation for nine months, and a pro-rata portion of his target bonus for the year in which termination occurs (less any bonus amounts already paid for such year).
In the event that Mr. Nilsen is terminated by Holdings other than for Cause, Disability (as such terms are defined in the CRO Employment Agreement) or death or if Mr. Nilsen resigns for Good Reason (as defined in the CRO Employment Agreement), he is entitled to base salary continuation for nine months, a pro-rata portion of his target bonus for the year in which termination occurs (less any bonus amounts already paid for such year) and any other Accrued Rights (as defined in the CRO Employment Agreement). PursuantIn the event Mr. Nilsen’s employment is terminated by the Company for Cause (as defined in the CRO Employment Agreement), Mr. Nilsen would be entitled to receive any base salary through the date of termination that remains unpaid as of the date of termination, any accrued and unpaid bonus for any previously completed bonus period that Mr. Nilsen is entitled to receive as of the date of termination, and any other Accrued Rights (as defined in the CRO Employment Agreement).
In addition to the Separation Agreement, Mr. Ebbert ceasedrights described above upon certain terminations, termination of an NEO’s employment due to serve asdeath or disability will result in accelerated vesting of outstanding awards under the Chief Financial OfficerInternational Money Express, Inc. 2018 Omnibus Equity Compensation Plan (the “2018 Plan”) and the 2020 Plan, although the number of Intermexany outstanding PSUs that vest depends on March 15,when the termination occurs during the applicable vesting period (either 100% of target or based on attainment of performance goals).
In the event of a change in control (as defined in the 2018 and continued as an employeePlan) of Intermex reporting to Mr. Lisy until April 30, 2018 (the “Transition Period”), at which time his employment ceased. DuringHoldings, the Transition Period, Mr. Ebbert wasNEO would be entitled to a base salary atfull vesting of all options outstanding under the semi-monthly rate2018 Plan. Awards granted under the standard form of $10,648.63RSU and remained eligible to participatePSU award agreements under the 2020 Plan provide that upon a change in Intermex’s health care plans. Upon his termination on April 30, 2018, Mr. Ebbert was entitled to continued salary payments for 36 weeks and a pro-rated bonus equal to $6,389.11 representing his bonus for the second quarter of 2018. In addition, Mr. Ebbert maintained his vested and unvested profits interests in accordance with the Amended and Restated Limited Liability Company Agreement of Interwire, LLC and continued to be entitled to participatecontrol (as defined in the distribution2020 Plan) of Holdings, all awards will vest for an NEO if (a) the Merger Considerationaward is not assumed in the change in control or (b) the award is assumed in the change in control but within two years following his termination. Mr. Ebbertthe change in control the NEO’s employment is terminated without Cause (as defined in the 2020 Plan form of award agreement).
For awards of PSUs under the 2020 Plan standard form, if a change in control (as defined in the 2020 Plan) of Holdings occurs, the PSUs will generally convert into RSUs if the award is assumed in the change in control and the RSUs will continue to be subjectvest either based on target or based on attainment of performance goals through the change in control, but the other vesting rules applicable to restrictive covenantsRSU awards under the 2020 Plan will then apply (either full acceleration of noncompetition and nonsolicitation for 18 monthsvesting if no assumption of the RSU in the change in control or full acceleration of vesting following a termination without Cause within 2 years following the datechange in control). In addition, in the event of executiona termination without Cause (as defined in the 2020 Plan form of PSU agreement) after the first year of the Separation Agreement.
| 32 | | 2022 Proxy Statement |
PROPOSAL ONE / ELECTION OF THREE CLASS I DIRECTORS
The directors for fiscal year 20182021 included Robert Lisy, Justin Wender, Adam Godfrey, Robert Jahn, John Rincon, Stephen Paul, Kurt Holstein, Michael Purcell, Christopher Lofgren and Michael Purcell. WithLaura Maydón. Only the exception of the independent non-employee directors of the Company, none of the directors received any compensation for his service as a director for the fiscal year ended December 31, 2018. The independent non-employee directors of the Company, John Rincon, Kurt Holstein, and Michael Purcell, each receive an annual retainer of $40,000 paid in cashChristopher Lofgren and $70,000 paid in an equity-based award, vesting over a one year period, in connection withLaura Maydón, received compensation for their service on the Board of Directors. Foras directors for the fiscal year ended December 31, 2018, such2021. Messrs. Kurt Holstein and Christopher Lofgren retired from the Board of Directors effective January 6, 2022.
For 2021, the compensation of the independent non-employee directors’ compensationdirectors was as follows:
Director(1) | Fees earned or paid in cash ($)(2) | Stock awards ($) | Total ($) |
| John Rincon | $20,000 | $70,000 | $90,000 |
| Kurt Holstein | $20,000 | $70,000 | $90,000 |
| Michael Purcell | $20,000 | $70,000 | $90,000 |
| Annual Cash Retainer($) | Equity($)(1) | Total ($) | |
| All Independent Non-Employee Directors | $50,000 | $100,000(2) | $150,000 |
| Lead Independent Director | $36,000 | $36,000(3) | $72,000 |
| Chair of the Audit Committee | $12,000 | $12,000(3) | $24,000 |
| Chair of the Compensation Committee | $8,000 | $8,000(3) | $16,000 |
| Chair of the Nominating and Corporate Governance Committee | $8,000 | $8,000(3) | $16,000 |
| Non-Chair Members of all Committees | $8,000 | — | $8,000 |
(1) | Equity-based awards are granted pursuant to the Company’s 2020 Omnibus Equity Compensation Plan, as amended from time to time. |
| (2) | Payable on an annual basis in an equity-based award that vests on the one-year anniversary of the grant date. |
| (3) | Payable on a quarterly basis in an award of fully vested shares at the end of each quarter. |
Also, all members of our Board of Directors are reimbursed for their usual and customary expenses incurred in connection with attending all Board and other committee meetings.
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PROPOSAL ONE / ELECTION OF THREE CLASS I DIRECTORS
Director Compensation Table for Fiscal Year 2021
The following table sets forth information for the year ended December 31, 2021 regarding the compensation awarded to, earned by or paid to our independent non-employee directors:
| Director(1) | Fees earned or paid in cash ($) | Stock awards ($)(2)(3) | Total ($) |
| John Rincon | $66,000 | $100,000 | $166,000 |
| Kurt Holstein(4) | $66,000 | $108,000 | $174,000 |
| Michael Purcell | $106,000 | $148,000 | $254,000 |
| Christopher Lofgren(4) | $66,000 | $104,000 | $170,000 |
| Laura Maydón | $66,000 | $104,000 | $170,000 |
| (1) | Does not include any non-independent directors, including directors who also serve as officers of the |
| (2) |
| (3) | As of December 31, 2021, each of the independent directors held 6,473 unvested restricted stock units, which vest on June 30, 2022. |
| (4) | Messrs. Kurt Holstein and Christopher Lofgren retired from the Board |
| 34 | | 2022 Proxy Statement |
PROPOSAL TWO / RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Effective March 6, 2019,PROPOSAL TWO — RATIFICATION OF APPOINTMENT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Audit Committee has selected BDO USA, LLP as Intermex’s independent registered public accounting firm to audit the Compensation Committee approved the following compensation amounts: (a) the annual cash retainer amountconsolidated financial statements of Intermex for the fiscal year ending December 31, 2022. BDO USA, LLP has audited Intermex’s financial statements since fiscal year 2017. A representative of BDO USA, LLP is expected to be present at the meeting, will have the opportunity to make a statement if he or she desires to do so, and is expected to be available to respond to appropriate questions.
Stockholder ratification of the selection of BDO USA, LLP is not required by our bylaws or other applicable legal requirements. However, the Board of Directors is submitting the selection of BDO USA, LLP to Intermex’s stockholders for ratification as a matter of good corporate practice. In the event that this selection of an independent non-employee directors was increased to $50,000; (b) an additional annual cash retainerregistered public accounting firm is not ratified by the affirmative vote of $35,000 fora majority of the shares present and voting at the meeting in person or by proxy, the appointment of the independent registered public accounting firm will be reconsidered by the Audit Committee. Even if the selection is ratified, the Audit Committee Chairin its discretion may direct the appointment of a different accounting firm at any time during the year if the Audit Committee determines that such a change would be in the best interests of Intermex and an additional annual cash retainer of $10,000its stockholders.
Principal Accounting Fees and Services
The following tables present fees for non-chair membersprofessional audit services rendered by BDO USA, LLP for the audit of the Audit Committee; (c) an additionalCompany’s annual cash retainer of $15,000financial statements for the Compensation Committee Chairyears ended December 31, 2021 and an additional2020, and fees billed for the other services rendered during those periods.
| 2021 | 2020 | |||
| Audit fees (1) | $ | 632,500 | $ | 692,932 |
| Audit-related fees (2) | $ | 398,735 | $ | — |
| Total fees (3) | $ | 1,031,235 | $ | 692,932 |
(1) Audit Fees
Audit fees include the aggregate fees for the audit of our annual cash retainerconsolidated financial statements included in our Forms 10-K and the reviews of $7,500 for non-chair memberseach of the Compensation Committee;quarterly consolidated financial statements included in our Forms 10-Q, as well as work generally only the independent registered certified public accountants can reasonably be expected to provide, such as statutory and (d) an additional annual cash retainerother audit work performed with respect to certain of $10,000our subsidiaries. Such audit fees also include professional services for comfort letters, consents and reviews of documents filed with the NominatingSecurities and Corporate Governance Committee ChairExchange Commission.
(2) Audit-Related Fees
Audit-related fees primarily include fees, not included in “Audit Fees” above, for assurance and an additional annual cash retainerrelated services traditionally performed by the independent auditor. These services would include, among others, due diligence related to transactions or events, including acquisitions, and attest services related to financial reporting that are not required by statute or regulation.
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PROPOSAL TWO / RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
(3) Total Fees
No tax fees (such as fees regarding assistance with tax compliance services, preparation of $5,000tax returns, tax planning, and providing tax guidance) or other fees (such as any other fees billed for non-chair membersproducts and services other than the services described under audit fees, audit-related fees and tax fees) were provided in the relevant periods.
Pre-Approval Policies and Procedures
All of the Nominatingfees described above were approved by the Audit Committee. The Audit Committee is responsible for overseeing the audit fee negotiations associated with the retention of BDO USA, LLP to perform the audit of our annual consolidated financial statements. The Audit Committee has adopted a pre-approval policy under which the Audit Committee approves in advance all audit and Corporate Governance Committee.non-audit services to be performed by our independent auditors. As part of its pre-approval policy, the Audit Committee considers whether the provision of any proposed non-audit services is consistent with the SEC’s rules on auditor independence. If there are any additional services to be provided, a request for pre-approval must be submitted by management to the Audit Committee for its consideration under the policy. Finally, in accordance with the pre-approval policy, the Audit Committee has delegated pre-approval authority to each of its members. Any member who exercises this authority must report any pre-approval decisions to the Audit Committee at its next meeting.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF BDO USA, LLP AS INTERMEX’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2022.
| 36 | | 2022 Proxy Statement |
PROPOSAL TWO / RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
In accordance with the charter for the Audit Committee of the Board of Directors, our Audit Committee reviews and approves in advance any proposed related person transactions.
Our Board has also adopted a written related person transaction policy that sets forth the policies and entities that are considered “related persons” include:
In assessing a related party transaction brought before it for approval, the Audit Committee considers, among other factors it deems appropriate, whether the related party transaction is on terms no less favorable than terms generally available to an unaffiliated third-party under the same or similar circumstances and the extent of the related person’s interest in the transaction. The Audit Committee may then approve or disapprove the transaction in its discretion.
Since the beginning of the fiscal year ended December 31, 2021, there has not been, nor is there, any currently proposed transaction or series of similar transactions to which the Company was or is to be a party in which the amount involved exceeded or exceeds the lesser of $120,000 and in which any related person transactionhad, has or will be disclosedhave a direct or indirect material interest, other than as set forth in the applicable SEC filingsections captioned “Executive Compensation”, “Director Compensation Table” and “Security Ownership of Certain Beneficial Owners and Management” in this proxy statement, or as required bydisclosed below. In addition, please see the rulessection captioned “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021 for descriptions of the SEC.
Registration Rights
The Company is a party to Daniel G. Cohen, Betsy Z. Cohen, DGC Family FinTech Trust, Swarthmore Trust of 2016, FinTech’s Sponsor, Shami Patel, Jeremy Kuiper and James J. McEntee, III for an aggregate purchase price of $25,000. On July 25, 2018, Daniel Cohen transferred 50,000 shares to Solomon Cohen. On July 25, 2018, Plamen Mitrikov transferred 10,000 shares to Cohen and Company LLC. Ona Registration Rights Agreement, dated July 26, 2018 Jeremy Kuiper transferred 11,409 shares to Cohen and Company LLC. On July 26, 2018, Shami Patel transferred 11,409 shares to Cohen and Company LLC. On July 26, 2018, FinTech’s Sponsor transferred 17,182 shares to Cohen and Company LLC.
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PROPOSAL TWO / RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Shareholders Agreement
The Company is a party to the Closing Date,Shareholders Agreement, dated July 26, 2018, as amended on December 12, 2018 (as amended, the Company entered into an agreement by and between“Shareholders Agreement”), with certain shareholders, (the “Shareholders Agreement”).including entities affiliated with three directors, Messrs. Godfrey, Wender and Lisy, and two of our executives, Messrs. Lisy and Nilsen. Pursuant to the Shareholders Agreement, for so long as certain former equity owners of Intermex legacy stockholdersHoldings II, Inc. party thereto (the “Intermex Legacy Stockholders”) hold, in the aggregate, at least 10% of the total outstanding shares of the Company’s common stock, SPC Intermex Representative LLC (“SPC Representative”) will be entitled to designate eight individuals for election to the Company’s Board of Directors of which at least three designees must qualify as an “independent director” under the Exchange Act and Nasdaq rules. Following such times as the collective ownership of such Intermex legacy stockholdersLegacy Stockholders is less than 10% of the outstanding shares of the Company’s common stock, SPC IntermexRepresentative will be entitled to designate one person for election to the Company’s Board of Directors, which designation right will lapse at such time as the Intermex legacy stockholders’Legacy Stockholders’ collective ownership is less than 5% of the outstanding shares of the Company’s common stock. Pursuant to the Shareholders Agreement, all of the stockholders party thereto (which stockholders currently represent, in the aggregate, more than 50% of the outstanding shares of common stock), are required to vote their shares of the Company’s common stock subject to the Shareholders Agreement as set forth therein for the director nominees designated thereunder. In addition, for so long as FinTech’s initial stockholders that arethereunder; however, on October 5, 2020, the Company, FinTech Investor Holdings II (“Fintech”) and SPC Representative entered into a Waiver to the Shareholders Agreement, pursuant to which the obligation of each party to the Shareholders Agreement collectively(other than SPC Intermex LP) to vote to elect and/ or maintain in office as members of the Company’s board of directors the individuals nominated by SPC Representative was irrevocably and permanently waived. As of the Record Date, the Intermex Legacy Stockholders continued to own more than 5%10% of the Company’sour outstanding common stock, FinTech Investor Holdings II, LLC, as representative, is entitled to designate one person as a non-voting observer to the Company’s Board of Directors. Certain parties to the Shareholders Agreement have also agreed to a lock-up provision restricting the stockholders party thereto from transferring their shares of the Company’s common stock subject to the terms of the Shareholders Agreement as set forth therein, subject to limited exceptions (the “Lock-Up Period”). The Lock-Up Period extends, subject to certain exceptions, from the Closing Date until the earlier of (i) fifteen months following the Closing Date and (ii) such time as the shares of the Company’s common stock then subject to the Shareholders Agreement represent, for a period of five consecutive business days, less than 50% of the total voting power of the Company’s outstanding common stock.
18
The following table sets forth certain information regarding the beneficial ownership of our outstanding shares of common stock as of May 29, 20194, 2022 by: (a) each person or “group” (as such term is used in Section 13(d)(3) of the Exchange Act) who is known by us to beneficially own 5% or more of our shares of Common Stock,common stock, (b) each of our directors and each of our NEOs, and (c) all of our directors and executive officers as a group. Except as otherwise indicated, the persons named in the table below have sole voting and investment power with respect to all of the common stock owned by them.
Unless otherwise provided, beneficial ownership of common stock of the Company is based on 37,982,85538,442,196 shares of common stock of the Company issued and outstanding as of May 29, 2019.4, 2022.
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| Name of Beneficial Owners | Number of Shares (1) | Percentage (2) |
Directors and Executive Officers:(3) | ||
| Robert Lisy (4) | 1,861,060 | 4.9 % |
| Tony Lauro II | - | - |
| Eduardo Azcarate | 241,421 | * |
| Jose Perez-Villarreal | 246,202 | * |
| Randall D. Nilsen | 170,922 | * |
| William Velez | 151,968 | * |
| Adam Godfrey (5) | 12,348,554 | 32.5% |
| Kurt Holstein (6) | 78,467 | * |
| Robert Jahn | - | - |
| Michael Purcell | - | - |
| Stephen Paul | - | - |
| John Rincon (7) | 1,285,719 | 3.4% |
| Justin Wender (5) | 12,348,554 | 32.5% |
| All directors and executive officers as a group (13 individuals) | 16,384,313 | 43.1% |
Five Percent Holders: | ||
| FinTech Investor Holdings II, LLC (8) | 3,309,996 | 8.7% |
| Robert Lisy (4) | 1,861,060 | 4.9% |
| SPC Intermex, LP (9) | 12,348,554 | 32.5% |
| Parties to the Shareholder Agreement (10) | 21,351,653 | 56.2% |
PROPOSAL TWO / RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
| Number of Shares of Common | Percentage of Common Stock | |
| Name of Beneficial Owners | Stock Beneficially Owned (1) | Beneficially Owned (2) |
| Directors and Executive Officers:(3) | ||
| Robert Lisy(4) | 1,600,071 | 4.1% |
| Andras Bende(5) | 2,836 | * |
| Randall D. Nilsen(6) | 347,092 | * |
| Joseph Aguilar(7) | 97,420 | * |
| Debra Bradford(8) | 3,104 | * |
| Bernardo Fernández(9) | 3,604 | * |
| Adam Godfrey(10) | 3,192,076 | 8.3% |
| Michael Purcell(11) | 36,827 | * |
| Laura Maydón(12) | 11,620 | * |
| John Rincon(13) | 701,533 | 1.8% |
| Justin Wender(10) | 3,192,076 | 8.3% |
| All directors and executive officers as a group (12 individuals) | 5,997,703 | 15.3% |
| Five Percent Holders: | ||
| Wellington Management Group LLP(14) | 3,506,275 | 9.1% |
| SPC Intermex, LP(15) | 3,192,076 | 8.3% |
| BlackRock, Inc.(16) | 2,550,399 | 6.6% |
| Wellington Trust Company(17) | 2,187,632 | 5.7% |
| The Vanguard Group, Inc.(18) | 2,119,575 | 5.5% |
| Conifer Management, L.L.C.(19) | 2,000,000 | 5.2% |
| * | Less than 1 percent. |
| (1) | For purposes of this table, a person is deemed to be the beneficial owner of a security if he or she (a) has or shares voting power or dispositive power with respect to such security, or (b) has the right to acquire such ownership within 60 days. “Voting power” is the power to vote or direct the voting of shares, and “dispositive power” is the power to dispose or direct the disposition of shares, irrespective of any economic interest in such shares. |
| (2) | In calculating the percentage ownership or percent of equity vote for a given individual or group, the number of common shares outstanding includes unissued shares subject to options, warrants, rights or conversion privileges, exercisable within 60 days of May |
| (3) | Unless otherwise noted, the business address of each of the directors and executive officers is 9480 South Dixie Highway, Miami, Florida 33156. |
| (4) | Includes (i) 438,531 shares held by Hawk Time Enterprises, LLC, a Delaware limited liability company (“Hawk Time”), |
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PROPOSAL TWO / RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
| (5) | Excludes 29,930 and 22,000 shares deliverable within 30 days after vesting of awards of restricted stock units and performance stock unit, respectively. |
| (6) | Includes |
| (7) | Includes 93,750 shares issuable upon exercise of options that are exercisable within 60 days of May 4, 2022. Excludes 33,236 shares and 19,408 shares deliverable within 30 days after vesting of awards of restricted stock units and performance stock units, respectively. |
| (8) | Ms. Bradford currently serves on the Board of Directors of the Company. Includes 3,104 shares deliverable within 30 days after vesting of restricted stock units on June 30, 2022. |
| (9) | Mr. Fernández currently serves on the Board of Directors of the Company. Includes 500 shares owned directly and 3,104 shares deliverable within 30 days after vesting of restricted stock units on June 30, 2022. |
| (10) | Includes 3,192,076 shares held by SPC Intermex, LP, whose general partner is SPC Intermex GP, LLC. Stella Point Capital (“Stella Point”) is the sole manager of SPC Intermex GP, LLC, and Messrs. Godfrey and Wender are Managing Partners of Stella Point and as a result of their position they may be deemed to be the beneficial owner of those shares. Messrs. Godfrey and Wender serve on the Board of Directors of the Company as representatives of Stella Point. The ownership information set forth herein is based in its entirety on the material contained in Schedule 13D, as amended, dated |
| Mr. |
Ms. Maydón currently serves on the Board of Directors of the Company. Includes 5,147 shares owned directly and 6,473 shares deliverable within 30 days after vesting of restricted stock units on June 30, 2022. |
| (13) | Includes (i) |
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PROPOSAL TWO / RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
| (15) | Includes |
| (17) | Based solely on the information contained in the Schedule 13G filed with the SEC on February 4, 2022 by Wellington Trust |
| (18) | Based solely on the information contained in the Schedule 13G filed with the SEC on February 10, 2022 by The Vanguard Group (“Vanguard”), Vanguard may be deemed to be the beneficial owner of |
| (19) | Based solely on the information contained in the Schedule 13G filed, as amended, with the SEC on February 14, 2022 by Conifer Management, L.L.C. (“Conifer”), Conifer may be deemed to be the beneficial owner of 2,000,000 shares with sole voting and sole dispositive power over all of such shares. The address for Conifer is 9 West 57th Street, Suite 5000, New York, New York 10019-2701. |
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| PROXY STATEMENT | |
PROPOSAL TWO / RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Delinquent Section 16(a) Reports
Section 16(a) of the Exchange Act requires our directors and executive officers, and persons who beneficially own more than 10% of a registered class of our equity securities, to file with the SEC initial reports of ownership and reports of changes in ownership of our common stock and other equity securities. Specific due dates for these reports have been established, and the Company is required to report any failure to comply therewith during the fiscal year ended December 31, 2020. To our knowledge, based solely on a review of the reports filed electronically with the SEC during the registrant’s most recent fiscal year and, where applicable, written representations that no other reports were required, all Section 16(a) filing requirements were complied with in a timely manner during the fiscal year ended December 31, 2021, except that: former Chief Administrative & Compliance Officer, Jose Perez-Villarreal filed one late Form 4 with respect to one transaction and Robert Lisy filed one late Form 4 with respect to six transactions.
The Audit Committee assists the Board of Directors in fulfilling its responsibilities for oversight of the integrity of Intermex’s consolidated financial statements, our internal accounting and financial controls, our compliance with legal and regulatory requirements, and the qualifications, independence and performance of our independent registered public accounting firm.
The management of Intermex is responsible for establishing and maintaining internal controls and for preparing Intermex’s consolidated financial statements. The independent registered public accounting firm is responsible for auditing the consolidated financial statements. It is the responsibility of the Audit Committee to oversee these activities.
The Audit Committee has:
| ● | Reviewed and discussed the audited consolidated financial statements with Intermex management and with BDO USA, LLP, Intermex’s independent registered public accounting firm; |
| ● | Discussed with BDO USA, LLP the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board and the SEC; and |
| ● | Received the written disclosures and the letter from BDO USA, LLP pursuant to applicable requirements of the Public Company Accounting Oversight Board regarding BDO USA, LLP’s communications with the Audit Committee concerning independence and has discussed with BDO USA, LLP their independence. |
Based upon these discussions and review, the Audit Committee recommended to the Board of Directors that the audited consolidated financial statements be included in Intermex’s Annual Report on Form 10-K for the fiscal year ended December 31, 20182021 for filing with the United States Securities and Exchange Commission.
Respectfully submitted by the members of the Audit Committee of the Board of Directors
Michael Purcell
Bernardo Fernandez
John Rincon
21
Intermex knows of no other matters to be submitted at the 20192022 Annual Meeting. If any other matters properly come before the 20192022 Annual Meeting, it is the intention of the persons named in the proxy card as proxies to vote the shares they represent as the Board of Directors may recommend. Discretionary authority with respect to such other matters is granted by the execution of the proxy or by using a paper copy of the proxy card that has been requested.proxy.
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PROPOSAL TWO / RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
It is important that your shares be represented at the 20192022 Annual Meeting, regardless of the number of shares that you hold. You are, therefore, urged to vote by executing and returning, at your earliest convenience, the requested proxy card in the envelope that will have been provided.
YOUR VOTE IS VERY IMPORTANT. THE BOARD OF DIRECTORS ENCOURAGES
THE BOARD OF DIRECTORS
Miami, Florida
May 13, 2022
| 2022 Proxy Statement | |
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