Board of Directors

Board Skills Matrix Andretta Ballou Gerspach Kimbrough Natarajan Theriault Tucker Turney
Knowledge, Skills & Experience
Accounting/Auditing/Risk Management
Business Operations
CEO/Executive Leadership
Corporate Governance / Ethics
Corporate Finance / Capital Management
Financial Expertise/Literacy
Human Capital/Compensation
Independence
Information Technology/Cybersecurity/Privacy
International Operations
Mergers & Acquisitions
Other Public Company Board Experience
Relevant Industry Experience
Banking/Financial Services
Business Services
Data Processing
e-Commerce/Digital
Loyalty/Marketing
Regulated Industry
Retail
Demographics
Race/Ethnicity (per the U.S Census)
African American/Black
American Indian/Alaska Native
Asian
Native Hawaiian/Pacific Islander
White
Other
Gender
Male
Female
Age (as of May 27, 2021) 60 70 67 52 51 60 64 64
Board Tenure (Years Served as of May 27, 2021) 1 20 1 0 1 4 6 2
Other Public Boards (Serving on as of February 16, 2021) 0 2 0 1 0 0 1 0

Knowledge, Skills & Experience

Accounting / Auditing / Risk Management

Ballou
Jensen
Miller
Minicucci
Theriault

Business Operations

Anderson
Ballou
Jensen
Miller
Minicucci
Theriault
Tucker
Turney

CEO/Executive Leadership

Anderson
Ballou
Jensen
Miller
Minicucci
Theriault
Tucker
Turney

Corporate Governance / Ethics

Ballou
Minicucci
Tucker
Turney

Corporate Finance / Capital Management

Anderson
Ballou
Jensen
Miller
Minicucci

Financial Expertise / Literacy

Anderson
Ballou
Jensen
Miller
Minicucci
Theriault
Tucker
Turney

Human Capital / Compensation

Anderson
Ballou
Jensen
Miller
Minicucci
Theriault
Tucker
Turney

Independence

Anderson
Ballou
Jensen
Minicucci
Theriault
Tucker
Turney

Information Technology / Cybersecurity / Privacy

Anderson
Ballou
Jensen
Minicucci
Theriault
Tucker

International Operations

Anderson
Ballou
Jensen
Miller
Minicucci
Theriault
Tucker
Turney

Mergers & Acquisitions

Anderson
Ballou
Jensen
Miller
Minicucci

Other Public Company Board Experience

Anderson
Ballou
Jensen
Minicucci
Theriault
Tucker
Turney
Relevant Industry Experience

Banking / Financial Services

Anderson
Ballou
Jensen
Miller
Minicucci
Theriault

Business Services

Anderson
Ballou
Jensen
Miller
Minicucci
Tucker

Data Processing

Anderson
Jensen
Miller
Minicucci
Theriault

e-Commerce / Digital

Minicucci
Theriault
Tucker
Turney

Loyalty / Marketing

Anderson
Ballou
Miller
Tucker
Turney

Regulated Industry

Anderson
Ballou
Jensen
Miller
Minicucci
Theriault

Retail

Miller
Theriault
Tucker
Turney
Demographics
Race/Ethnicity

African American / Black

Asian, Hawaiian or Pacific Islander

Caucasian / White

Anderson
Ballou
Jensen
Miller
Minicucci
Theriault
Tucker
Turney

Hispanic / Latino

Native American

Other

Gender

Male

Anderson
Ballou
Jensen
Minicucci
Theriault

Female

Miller
Tucker
Turney

AGE (as of June 4, 2019)

Anderson - 79
Ballou - 68
Jensen - 75
Miller - 60
Minicucci - 67
Theriault - 58
Tucker - 62
Turney - 62

BOARD TENURE (Years Served as of June 4, 2019)

Anderson - 22
Ballou - 18
Jensen - 18
Miller - 0
Minicucci - 22
Theriault - 2
Tucker - 4
Turney - 0

OTHER PUBLIC BOARDS (Serving on as of April 1, 2019)

Anderson - 0
Ballou - 2
Jensen - 0
Miller - 0
Minicucci - 1
Theriault - 1
Tucker - 0
Turney - 0

Ralph J. Andretta , Director

Mr. Andretta, president and chief executive officer, joined us in February 2020, and has served as a director since that date. From 2011 to November 2019, Mr. Andretta served as managing director and head of US Cards for Citigroup and prior to that, he held positions in charge of loyalty, co-brand and product development. From 2010 to 2011, Mr. Andretta served as a global affinity and international card executive at Bank of America. Prior to that, Mr. Andretta served 18 years with American Express. Mr. Andretta holds a Bachelor’s degree in accounting and finance from Siena College. Mr. Andretta’s role as our current chief executive officer provides a link to the company’s management and a unique level of insight into the company’s operations. His financial, capital allocation and global operations experience together with his expertise in the banking and financial services, data and loyalty/ marketing industries add important and relevant diversity to the board’s overall mix of skills, and the board of directors believes Mr. Andretta is well-qualified for re-election as a director.

Roger H. Ballou, Chairman

Mr. Ballou has served as a director since February 2001. Mr. Ballou served as the chief executive officer and a director of CDI Corporation, a public company engaged in providing staffing and outsourcing services, from October 2001 until January 2011. H e was a self-employed consultant from October 2000 to October 2001. Before that time, Mr. Ballou had served as chairman and chief executive officer of Global Vacation Group, Inc. from April 1998 to September 2000. Prior to that, he was a senior advisor for Thayer Capital Partners from September 1997 to April 1998 . From April 1995 to August 1997, he served as vice chairman and chief marketing officer, then as president and chief operating officer, of Alamo Rent-a-Car, Inc. Mr. Ballou served as a director of Fox Chase Bank from 2005 until 2016 . Mr. Ballou is currently a director of RCM Technologies, Inc., where he serves as lead independent director and a member of the audit committee and nominating & corporate governance committee, and Univest Financial Corporation, where he serves as the chair of the compensation committee and a member of the audit committee, risk committee and executive committee. Mr. Ballou holds a Bachelor’s degree from the Wharton School of the University of Pennsylvania and an MBA from the Tuck School of Business at Dartmouth. Mr. Ballou’s qualifications include executive and/ or board-level experience in the banking, financial services, business services, data and marketing industries and information technology, financial, global operations and M&A expertise and service on public company boards, including as a member or chair of public company audit, compensation and nominating and corporate governance committees. Our board of directors values Mr. Ballou’s significant executive and public company board experience as well as his audit committee financial expertise which, together with his global operations, banking and other relevant industry experience, strengthen and diversify the board’s mix of skills, and the board believes Mr. Ballou is well-qualified for re-election as a director.

John C. Gerspach, Jr, Director

Mr. Gerspach has served as a director since June 2020. Mr. Gerspach served as the chief financial officer of Citigroup, Inc. from 2009 to 2019 and was employed by Citigroup, Inc. in various capacities of increasing experience and responsibilities since 1990. Prior to that, he served as the chief financial officer of Penn Central Industries Group from 198 6 to 1990, comptroller of the defense contracting group at ITT Corporation from 198 0 to 198 6 , and in various roles with Arthur Andersen & Company at the beginning of his career. Mr. Gerspach served as a member of the Financial Accounting Standards Advisory Council (FASAC) from 2010 to 2013 . Mr. Gerspach holds a Bachelor’s degree in accountancy from the University of Notre Dame and was a Certified Public Accountant in the State of New York from 1977 to 2019. Mr. Gerspach’s qualifications include executive-level experience in the banking and financial services industry for a global corporation, including roles in audit, accounting, risk management and international operations. Our board of directors believes Mr. Gerspach’s expertise, particularly with respect to banking, financial, audit, risk management and global operations, will benefit our business and the board’s overall mix of skills, making him well-qualified for re-election as a director.

Karin J. Kimbrough, Director

Ms. Kimbrough has served as a director since May 2021. She has served as the chief economist for LinkedIn Corporation since January 2020. She served as the assistant treasurer for Google, Inc. from October 2017 to December 2019. Prior to that, Ms. Kimbrough served as a managing director and head of macroeconomic policy at Bank of America Merrill Lynch from December 2014 to October 2017. Ms. Kimbrough was employed by the Federal Reserve Bank of New York from 2005 to October 2014 , serving as vice president and the director for the financial stability market monitoring function in the markets group from 2010 to October 2014 and as a manager for analytical development from 2005 to 2010. Prior to that, Ms. Kimbrough served as an economist and strategist, foreign exchange desk, at Morgan Stanley from 2000 to 2005 . Ms. Kimbrough is currently a director of Fannie Mae, where she serves as a member of the audit committee, compensation committee and nominating and corporate governance committee. Ms. Kimbrough holds a Bachelor’s degree from Stanford University, a Master’s degree in public policy from Harvard University and a PhD in economics from the University of Oxford. Ms. Kimbrough’s qualifications include executive-level experience as an economist focused on consumer trends and financial markets, and expertise in financial stability risks assessments, capital markets and financial markets, including serving as a public company board member and as a member of public company audit, compensation, and nominating and corporate governance committees. Ms. Kimbrough has significant expertise in the banking, financial services, data and technology industries.

Rajesh Natarajan, Director

Mr. Natarajan has served as a director since June 2020. Mr. Natarajan has served as the executive vice president of products and engineering of RingCentral, Inc. since December 2020. H e served as the executive vice president and chief product and technology officer of Ancestry.com from February 2017 to November 2020. H e served in senior leadership positions with increasing responsibility in the areas of technology and product development at Intuit, Inc. from 2014 to 2017, including as senior vice president and chief information security and fraud officer, and at PayPal Holdings, Inc. from 2006 to 2014 , including as vice president, platform engineering and operations. Prior to that, Mr. Natarajan was employed by Sabre Holdings Corporation, where he served in various management positions with increasing responsibility in the area of technology from 1995 to 2006 , including as an early member of the development team that founded Travelocity.com. Mr. Natarajan holds a Bachelor’s degree in mechanical engineering from Jawaharlal Nehru Technology University in India and a Master’s degree in industrial engineering from Clemson University. Mr. Natarajan’s qualifications include executive experience in roles requiring expertise in information technology, cybersecurity, engineering, operations and product development. Our board of directors believes Mr. Natarajan’s expertise, particularly with respect to business operations, technology development, information technology and cybersecurity, will benefit our business and the board’s overall mix of skills, making him well-qualified for re-election as a director.

Timothy J. Theriault, Director

Mr. Theriault has served as a director since October 2016 . Mr. Theriault served as an advisor to the chief executive officer of Walgreens Boots Alliance, Inc. from June 2015 until November 2016 . Prior to that, he served as executive vice president and global chief information officer of Walgreens Boots Alliance, Inc. from July 2014 to June 2015 . He served in senior leadership positions with increasing responsibility at Walgreen Co. from October 2009 to July 2014 , including as senior vice president and chief information, innovation and improvement officer. Prior to that, Mr. Theriault was employed by Northern Trust Corporation, where he served in various executive and management positions with increasing responsibility in the area of information technology from May 1991 to October 2009 and July 198 2 to October 198 9. Mr. Theriault served as director of end user computing and advanced technologies for S. C. Johnson & Son, Inc., from October 198 9 to May 1991. He currently serves as a director and a member of the financial & investment and compliance committees of Wellmark Blue Cross and Blue Shield. Mr. Theriault previously served as a director of Vitamin Shoppe, Inc. from 2016 until its acquisition in 2019 and was lead director of the Depository Trust Clearing Corporation. Mr. Theriault holds a Bachelor’s degree from Illinois State University and completed the Harvard Business School advanced management program. Mr. Theriault brings significant expertise in information technology and cybersecurity to our board. Together with his financial sophistication, banking, global operations, risk management and compensation experience gained as a senior executive in the financial services, health care and retail industries and service on public company boards, including as a member of public company audit and compensation committees, Mr. Theriault’s expertise and experience broaden the board’s skill set and enhance its ability to understand and oversee risk, including those associated with information technology, cybersecurity and bank regulatory matters. The board of directors believes Mr. Theriault is well-qualified for re-election as a director.

Laurie A. Tucker, Director

Ms. Tucker has served as a director since June 2015 . Ms. Tucker has served as the founder and chief strategy officer for marketing consultancy firm, Calade Partners LLC since January 2014 . Ms. Tucker served as the senior vice president-corporate marketing of FedEx Services, Inc., a subsidiary of FedEx Corporation, a public company engaged in transportation, e-commerce and business services, from 2000 to 2013 and was employed by FedEx in various capacities of increasing experience and responsibilities since 1978 . Ms. Tucker currently serves as a director, a member of the audit committee, and the chair of the corporate governance and nominating committee of Forward Air Corporation. Ms. Tucker holds a Bachelor’s degree and an MBA from the University of Memphis. Ms. Tucker’s qualifications include financial and compensation expertise, global operations experience and strong leadership skills developed as a public company board member, including as a member of public company audit, compensation and nominating and corporate governance committees, and as a senior executive serving in various roles at a large multinational public company. These credentials, together with her expertise and experience in ecommerce, retail, technology, customer service and corporate marketing, add significant value to the board of directors and make Ms. Tucker a well-qualified candidate for re-election as a director.

Sharen J. Turney, Director

Ms. Turney has served as a director since June 2019. Ms. Turney served as the chief executive officer of Russia-based jeans brand Gloria Jeans from November 2018 until November 2019, and as a director of Sweden-based designer sock and underwear brand Happy Socks AB from January 2018 until November 2019. She served as president and chief executive officer of Victoria’s Secret, a division of publicly-traded national retailer L Brands, Inc., from July 2006 until February 2016 , and as president and chief executive officer of Victoria’s Secret Direct, the brand’s catalogue and e-commerce arm, from May 2000 until July 2006 . Prior to that, Ms. Turney served for 10 years in various executive roles including president and chief executive officer of Neiman Marcus Direct, the direct marketing division of luxury brand retailer Neiman Marcus Group. Ms. Turney served as a director of M/ I Homes, Inc. from January 2011 until February 2018 , a director of FULLBEAUTY Brands from July 2016 to September 2018 and a director of Nationwide Children’s Hospital, Inc., including as chairman of the board of its Research Institute, from 2012 to 2018 . Ms. Turney is currently a director of Academy Sports and Outdoors, Inc., where she serves as a member of the compensation committee and nominating and governance committee, and Paycom Software, Inc., where she serves as a member of the compensation committee and nominating and corporate governance committee. She holds a Bachelor’s degree from the University of Oklahoma and serves on the Baker Retailing Center Industry Advisory Board at Wharton School at the University of Pennsylvania. Ms. Turney is currently a director of the University of Oklahoma Foundation, where she serves as a member of the investment committee. Ms. Turney has also served as an advisor to several retailers and technology companies. Ms. Turney’s qualifications include executive and/ or board-level experience in the retail industry, including as an executive officer of a Fortune 5 00 fashion retailer, loyalty, marketing and digital/ e-commerce expertise, global operations experience, service on public company boards, including as a member of public company compensation and nominating and corporate governance committees, financial expertise and executive leadership at companies operating in industries relevant to our business. Our board of directors believes Ms. Turney’s expertise, particularly with respect to her retail and digital/ e-commerce marketing experience, will benefit our business and enhance our understanding of our customers’ businesses, making her well-qualified for re-election as a director.

icon accounting Accounting/Auditing/Risk Management icon business operations Business Operations icon CEO CEO/Executive Leadership icon Corporate Governance Corporate Governance/Ethics icon Corporate Finance Corporate Finance/Capital Management icon Financial Expertise Financial Expertise/Literacy icon Human Capital Human Capital/Compensation icon Independence Independence icon Information Technology Information Technology/Cybersecurity/ Privacy icon International Operations International Operations icon Mergers & Acquisitions Mergers & Acquisitions icon Other Other Public Company Board Experience icon Relevant Industry Relevant Industry Experience
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Accounting/Auditing/Risk Management

As a public company conducting business globally, our complex accounting and financial reporting functions are subject to a rigorous program of controls and procedures and our board plays an important role in oversight of our robust audit and enterprise risk management organizations. Directors with experience in these areas are critical to evaluating and providing effective oversight of our financial statements and financial reporting and our management of the risks inherent in our business operations.

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Business Operations

Our business is complex, employing approximately 8,000 associates and using sophisticated technologies to provide data-driven marketing, loyalty and payment solutions to large, consumer-based businesses in a variety of industries across the globe. Directors with “hands-on” experience developing and implementing operating plans and business strategies at companies with similarly sophisticated business operations have a practical understanding of how such organiz ations operate in increasingly sophisticated and disruptive competitive environments.

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CEO/Executive Leadership

Executive leaders have an understanding of organizations and the drivers of individual and team growth and development. Directors with experience serving as a CEO or senior executive enhance the board’s perspective of our organization’s operations and challenges.

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Corporate Governance/Ethics

We are an ethics-driven organization, and our board – and in particular the nominating & corporate governance committee – provides a foundation for and oversight of our integrity-based culture. Our board’s good governance practices and our company’s focus on ESG matters and sustainability benefit from directors who are well-informed with respect to today’s dynamic governance and ethics environment and who have experience serving on the nominating & corporate governance or comparable committees of other boards.

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Corporate Finance/Capital Management

Our corporate finance activities include debt and equity market transactions and stock repurchase programs. We allocate capital in various ways to run our operations, grow our business and return value to stockholders. Director experience in these areas is important for effective oversight of our company’s financial affairs.

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Financial Expertise/Literacy

Our business involves complex financial transactions, accounting and reporting requirements. Directors with an understanding of finance and financial reporting processes are able to effectively monitor and assess our operating and strategic performance and ensure accurate financial reporting and robust controls. Substantially all of our nominees are financially literate and two of our nominees satisfy the “accounting or related financial management expertise” criteria set forth in the New York Stock Exchange listing standards.

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Human Capital/Compensation

The success of our enterprise depends in part on our ability to attract, retain and develop top leaders and a high-performing workforce in markets that are highly competitive for available talent. Directors who have board-level experience with public company executive compensation and broad-based incentive planning, or who have managed or overseen the human resources/ compensation function at an operating company help position our company for success in these areas.

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Independence

Independent directors are uniquely situated to provide unbiased oversight of our management and to work with our senior leaders to develop our company’s strategic plans. Our board currently consists of, and if all of the director nominees to serve on the board are elected at the annual meeting, will continue to consist exclusively of independent directors, other than the CEO. All directors currently serving on the board’s audit, compensation, nominating & corporate governance and risk committees are independent, and if all of the director nominees are elected at the annual meeting, each of those committees will continue to be populated exclusively by independent directors.

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Information Technology/Cybersecurity/ Privacy

Our data-driven business depends on the effective use of complex information technology systems, the safeguarding of data from cybersecurity risks and the protection and responsible, transparent use of consumer data in accordance with applicable privacy regulations and good stewardship practices. Directors with experience implementing or overseeing sophisticated technology and technology strategies, the management and mitigation of cybersecurity risks and compliance with privacy regulations help ensure proper risk management and oversight of these important drivers of our business.

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International Operations

We conduct business worldwide and have associates and offices in many countries located outside of the United States. The quality of our board’s oversight and strategic guidance is enhanced by directors whose understanding of diverse business environments, economic conditions and cultures has been informed by service as a director or senior leader at one or more companies with international operations.

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Mergers & Acquisitions

We have a history of undertaking significant acquisitions and dispositions and may continue to do so in the future. Board members with experience in material M&A transactions enhance the decision-making underlying strategic M&A activities and ensures informed oversight of the processes attendant to completing complex transactions.

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Other Public Company Board Experience

Public companies must comply with a variety of complex accounting, disclosure and other compliance obligations, and public company boards have significant oversight and other duties. Directors with experience serving on the boards and board committees of other public companies understand public company reporting responsibilities, corporate governance trends and practices and other issues commonly faced by public companies, and have insight into board operations, board/management relations, agenda setting, succession planning and other board duties and activities.

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Relevant Industry Experience

Our board’s nominating & corporate governance committee uses a skills matrix to identify the diverse skills and experience our board needs to address the dynamic environment in which we operate our business. Directors with experience in industries in which we or our customers operate provide us with a better understanding of the challenges and opportunities facing our business.