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Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of thethe Securities Exchange Act of 1934 (Amendment No. )
| ☑ | ||
| Filed by the Registrant | ||
☐ | Filed by a Party other than the Registrant | |
| CHECK THE APPROPRIATE BOX: | ||
Preliminary Proxy Statement | ||
Confidential, | ||
Definitive Proxy Statement | ||
Definitive Additional Materials | ||
Soliciting Material Under Rule 14a-12 | ||
WORLD FUEL SERVICES CORPORATION
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
No fee required. | |||||||
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. | |||||||
| 1) Title of each class of securities to which transaction applies: | |||||||
| 2) Aggregate number of securities to which transaction applies: | |||||||
| 3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): | |||||||
| 4) Proposed maximum aggregate value of transaction: | |||||||
| 5) Total fee paid: | |||||||
Fee paid previously with preliminary | |||||||
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the | |||||||
1) Amount previously paid: | |||||||
| 2) Form, Schedule or Registration Statement No.: | |||||||
| 3) Filing Party: | |||||||
| 4) Date Filed: | |||||||
| Notice of Annual Meeting of Shareholders |
 | DATE AND TIME Friday, May 21, 2021 8:00 a.m., Eastern Time |  | LOCATION Our meeting will be held in a virtual format only, conducted exclusively via www.virtualshareholdermeeting.com/INT2021. |  | RECORD DATE Shareholders of record at the close of business on March 24, 2021 are entitled to notice of, and to vote at, the virtual meeting and any adjournment thereof. |
| ITEMS OF BUSINESS | BOARD RECOMMENDATION | ||
| 1. | To elect as directors the eight nominees named in the attached proxy statement | “FOR” each Director Nominee | |
| 2. | To conduct a non-binding, advisory vote on executive compensation | “FOR” | |
| 3. | To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered certified public accounting firm for the 2021 fiscal year | “FOR” | |
| 4. | To approve the World Fuel Services Corporation 2021 Omnibus Plan | “FOR” | |
WORLD FUEL SERVICES CORPORATION9800 Northwest 41st StreetMiami, Florida 33178
NOTICE OF ANNUAL MEETING OF SHAREHOLDERSTO BE HELD MAY 22, 2020
April 9, 2020
Notice is hereby given that the Annual Meeting of Shareholders of WORLD FUEL SERVICES CORPORATION will be held on Friday, May 22, 2020, at 8:00 a.m., Eastern Time, at our offices located at 9800 Northwest 41st Street, Miami, Florida 33178* for the following purposes:
1.To elect as directors the eight nominees named in the attached proxy statement;2.To conduct a non-binding, advisory vote on executive compensation;3.To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered certified public accounting firm for the 2020 fiscal year;4.To approve the World Fuel Services Corporation 2020 Omnibus Plan; and5.Toalso transact such other business as may properly come before the annual meeting or any adjournment or postponement thereof.
These matters are more fully discussed in the accompanying proxy statement.
Shareholders of recordTo attend, vote, and submit questions at the close2021 Annual Meeting, please log in to www.virtualshareholdermeeting.com/INT2021 using the 16-digit control number on your proxy card, voting instruction form, or Notice of business on March 30, 2020 are entitled to noticeInternet Availability of and to vote at the meeting and any adjournment thereof.Proxy Materials.
Whether or not you expect to be present atattend the virtual meeting, please vote using the Internet, by telephone or by mail, in each case, by following the instructions in our proxy statement. Shareholders who execute a proxy may nevertheless attend the virtual meeting, revoke their proxy and vote their shares in person.during the virtual meeting.
By Order of the Board of Directors | ||
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| R. Alexander Lake, Jr. Executive Vice President, Chief Legal Officer and Corporate Secretary |
We mailed a Notice of Internet Availability of Proxy Materials containing instructions on how to access ourVOTING METHODS
You can vote by proxy statement and annual report for the year ended December 31, 2019 onwhether or about April 9, 2020.
Our proxy statement and annual report are available online at: www.proxyvote.com
*We currently intend to holdnot you attend the AnnualMeetingMeeting. To vote by proxy, you have a choice ofShareholders in person. However, we are actively monitoringvoting over thecoronavirus,Internet, by telephone orCOVID-19 pandemic, and are sensitive to the public health and travel concerns that our shareholders may have, as well as protocols that federal, state and local governments may impose. If it is not possible or advisable to hold the Annual Meeting of Shareholders in person, we will announce alternative arrangements for the meeting as promptly as practicable, which may include switching toby using avirtual meeting format, or changing the time, date or location of the Annual Meeting of Shareholders. Any such change will be announced via press release and will be available on our website at: www.wfscorp.com in the Investor Relations section and filed as definitive additional soliciting materials with the SEC.
 | INTERNET Visit www.proxyvote.com and follow the instructions. You will need the 12-digit control number included on your proxy card, voter instruction form or Notice. |  | TELEPHONE Dial the number listed on your proxy card, your voter instruction form or Notice. You will need the 12-digit control number included on your proxy card, voter instruction form or Notice. |  | If wish to vote by traditional proxy card, you can request a full set of materials at no charge through www.proxyvote.com or the phone number listed on the Notice. |
We mailed a Notice of Internet Availability of Proxy Materials containing instructions on how to access our proxy statement and annual report for the year ended December 31, 2020 on or about April 9, 2021. Our proxy statement and annual report are available online at: www.proxyvote.com |
| 2021 PROXY STATEMENT | 1 |
Contents |
| 16 | Annual Board and Committee Self-Evaluation |
| 14 | Board Leadership Structure |
| 30 | Board’s Role in Risk Oversight |
| 17 | Committees of the Board |
| 80 | Communication with our Board |
| 16 | Director Independence |
| 23 | Director Nomination Process |
| 33 | Director Stock Ownership Guidelines |
| 31 | Review and Approval of Related Person Transactions |
| 15 | Shareholder Engagement |
| 25 | Sustainability and Corporate Responsibility |
| 49 | Agreements with Executives |
| 43 | Annual Incentive Program |
| 43 | Base Salary |
| 60 | CEO Pay Ratio |
| 40 | Evaluating Compensation Program Design Using Compensation Comparison Companies |
| 51 | Derivatives, Hedging and Pledging Transactions |
| 42 | Elements of Compensation |
| 48 | Employee Benefits and Executive Perquisites |
| 49 | Equity Grant Practices |
| 38 | Executive Compensation Philosophy and Objectives |
| 45 | Long-Term Incentive Program |
| 38 | Say-on-Pay Vote and Shareholder Engagement |
| 50 | Stock Ownership Policies |
| 50 | Tax and Accounting Implications |
| 2 | WORLD FUEL SERVICES CORPORATION |
| Proxy Summary |
This proxy summary highlights information contained elsewhere in this proxy statement and does not contain all information that you should review and consider. Please read the entire proxy statement with care before voting.
2021 Annual Meeting
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| Date and Time: | Friday, May | |
| Place: | ||
| Record Date: | March | |
| Voting: | Each share of common stock outstanding at the close of business on March |
Proposals and Board Recommendation
| PROPOSAL | BOARD RECOMMENDATION | PAGE REFERENCE (FOR MORE DETAILS) | |||
| 1. | Election of Directors | FOR each Director Nominee | 9 | ||
| 2. | Non-Binding, Advisory Vote on Executive Compensation | FOR | 61 | ||
| 3. | Ratification of PricewaterhouseCoopers LLP as our Independent Registered Certified Public Accounting Firm for the 2021 fiscal year | FOR | 62 | ||
| 4. | Approval of the World Fuel Services Corporation 2021 Omnibus Plan | FOR | 64 | ||
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The following summary of our executive compensation program highlights our commitment to executive compensation practices that align the interests of our executives and shareholders. For a comprehensive discussion of our executive compensation, see "Compensation Discussion and Analysis", beginning on page 36 of this proxy statement.
World Fuel Services Corporation|2020 Proxy Statement i
Proxy Summary
Board of Directors
Director Nominees
| NAME AND PRIMARY OCCUPATION | INDEPENDENT | AGE | DIRECTOR SINCE | COMMITTEE MEMBERSHIP | |||||
| A | C | G | S | T | |||||
 | Michael J. Kasbar | 64 | 1995 | ||||||
 | Ken Bakshi |  | 71 | 2002 |  |  | | | |
 | Jorge L. Benitez | | 61 | 2015 | | | | | |
 | Sharda Cherwoo | | 62 | 2020 | | | | ||
 | Richard A. Kassar | | 73 | 2002 | | | | | |
 | John L. Manley | | 72 | 2010 | | | | ||
 | Stephen K. Roddenberry | | 72 | 2006 | | | |||
 | Paul H. Stebbins | | 64 | 1995 | | ||||
| A – Audit C – Compensation G – Governance S - Sustainability & Corporate Responsibility T - Technology & Operations | | Chair |
| Member | |
Board Snapshot
 
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| WORLD FUEL SERVICES CORPORATION |
Proxy Summary
Board and Corporate Governance Highlights
We believe that good corporate governance is critical to support our efforts to achieve our performance goals while delivering long-term value to our shareholders, employees, customers and other stakeholders. The following table summarizes certain highlights of our corporate governance practices policies and highlights.policies. For a comprehensive discussion of our corporate governance policies, see "Corporate Governance"the section titled “Corporate Governance”, beginning on page 1214 of this proxy statement.
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World Fuel Services Corporation|2020 Proxy Statement iiShareholder Engagement
TableWe regularly engage with our shareholders to better understand their perspectives on our Company, including our business strategies, financial performance, and matters of Contentscorporate governance and executive compensation.
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We believe that these engagements provide valuable feedback and this feedback is shared regularly with the Board and its relevant committees.
Recent Governance Actions
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| Formed theSustainability and Corporate Responsibility Committeeof the Board in 2020 to oversee our programs, policies, risks and initiatives regarding environmental, health, safety, sustainability, diversity and other social responsibility issues and impacts (collectively, | |
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| Became asignatory to the United Nations Global Compact, the environment and anti-corruption, and to report on the actions being taken to advance these societal goals. | |
World Fuel Services Corporation|2020 Proxy Statement iii
Corporate Governance Practices
The following summarizes certain highlights of our corporate governance practices and policies.
| Annual election of directors |
| 100% independent Board committees |
| 7 out of our 8 Board nominees are independent |
| Director resignation policy for all directors in uncontested elections |
| Regular shareholder engagement on governance, compensation and other issues of interest to our shareholders |
| Robust stock ownership guidelines applicable to directors |
| Independent lead director facilitates and strengthens the Board’s independent oversight |
| Independent directors meet in executive session without management present |
| Strong Board oversight of risk management process |
| Annual Board evaluations and self-assessments |
| Policies prohibiting hedging of shares by directors |
| No related person transactions in 2020 |
| 2021 PROXY STATEMENT | 5 |
Proxy Summary
2020 Executive Compensation Highlights
The following summary of our executive compensation program highlights our commitment to executive compensation practices that align the interests of our executives and shareholders. For a comprehensive discussion of our executive compensation, see the section titled “Compensation Discussion and Analysis”, beginning on page 36 of this proxy statement.
Pay-for-Performance Alignment
We structure our compensation program to directly align our compensation levels with current and future performance that creates value for our shareholders, employees, customers and other stakeholders. As a result, a significant percentage of the total target compensation for our NEOs in 2020 was a combination of short- and long-term performance-based equity awards such that the ultimate realizable value would be highly contingent upon our future operating results and stock price.
TARGET COMPENSATION MIX
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Elements of Compensation
The Committee uses a variety of compensation elements to establish individual compensation programs for each of its NEOs.
| COMPENSATION ELEMENT | OBJECTIVE | |
| Base Salary | ●Provide cash compensation for performing management job responsibilities | |
| Annual Incentive Program | Annual Performance-Related Incentive Awards | ●Measure annual performance ●Motivate and reward management’s achievement of financial metrics ●Payout is split between cash and equity to provide a direct link with long-term growth |
| Strategic Objective Cash Incentive Awards | ●Measure annual performance ●Motivate and reward management’s achievement of strategic goals that contribute to the Company’s long-term growth and operational excellence | |
| Long-Term Performance Equity | Performance Share Plan | ●Reward multi-year growth in EPS, as modified by our ROIC ●Provide an overlay to core annual incentive compensation program to reward long-term increases in shareholder value ●Directly align management and shareholder interests |
| 6 | WORLD FUEL SERVICES CORPORATION |
Proxy Summary
Executive Compensation Practices
| WHAT WE DO |
| Executive compensation program tied to our financial and operating performance and designed to create value for our shareholders, employees, customers and other stakeholders |
| Use performance measures that are aligned with business objectives |
| Monitor our compensation programs for risk-taking incentives |
| Maintain robust stock ownership guidelines applicable to executive officers |
| Maintain rigorous stock retention requirements applicable to executive officers |
| Prohibit hedging of shares by executive officers, directors and all other employees |
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| No payment of dividends on unvested equity awards | |||
Environmental and Social Highlights
We believe strongly that companies like ours can have a profound impact and as part of our commitment to operating sustainably, we firmly believe in working collaboratively with our suppliers, customers and the communities in which we operate to accelerate the transition to a low-carbon world.
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| Selected six United Nations Sustainable Development Goals for our initial focus in areas where we believe we can have the greatest positive impact and create the most value: |
| 2021 PROXY STATEMENT | 7 |
WORLD FUEL SERVICES CORPORATION
9800 Northwest 41st Street
Miami, Florida 33178
| Proxy Statement |
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON FRIDAY, MAY 22, 2020
21, 2021
The proxy materials listed below are available to you at www.proxyvote.com. You will need your 12-digit16-digit control number found on your proxy card, voter instruction form or Notice of Internet Availability to access these materials:
•our annual report for the fiscal year ended December 31, 2019;•our 2020 proxy statement (including all attachments thereto);•the proxy card; and•any amendments to the foregoing materials that are required to be furnished to shareholders.
| ● | our annual report for the fiscal year ended December 31, 2020; |
| ● | our 2021 proxy statement (including all attachments thereto); |
| ● | the proxy card; and |
| ● | any amendments to the foregoing materials that are required to be furnished to shareholders. |
Among other things, this proxy statement contains information regarding (i) the date, time and location of the meeting; (ii) a list of the matters being submitted to our shareholders; and (iii) information concerning voting for these matters at the meeting.
This proxy statement is furnished to the shareholders of World Fuel Services Corporation in connection with the solicitation of proxies by the Board of Directors, or the "Board"“Board”, for the 20202021 annual meeting of shareholders, or the "Annual Meeting"“Annual Meeting”. The terms "World Fuel", "Company," "we," "our"“Company,” “we,” “our” and "us"“us” used in this proxy statement refer to World Fuel Services Corporation and its subsidiaries unless the context otherwise requires.
We are utilizing the Securities and Exchange Commission, or "SEC"“SEC”, rule allowing companies to furnish proxy materials to their shareholders over the Internet. In accordance with this rule, on or about April 9, 2020,2021, we sent our shareholders, as of the close of business on March 30, 202024, 2021, a Notice of Internet Availability of Proxy Materials for the Annual Meeting, which we refer to as the "Notice"“Notice”. The Notice contains instructions on how to access our proxy statement and annual report and vote online. If you received a Notice and would like to receive a printed copy of our proxy materials from us instead of downloading a printable version from the Internet, please follow the instructions included in the Notice for requesting such materials at no charge.
World Fuel Services Corporation|2020 Proxy Statement 1
| 8 | WORLD FUEL SERVICES CORPORATION |
What is the date, time and place of the Annual Meeting?
Our Annual Meeting will be held on Friday, May 22, 2020, at 8:00 a.m., Eastern Time, at our offices located at 9800 Northwest 41st Street, Miami, Florida 33178. We currently intend to hold the Annual Meeting in person. However, we are actively monitoring the coronavirus, or COVID-19, pandemic and are sensitive to the public health and travel concerns that our shareholders may have, as well as protocols that federal, state, and local governments may impose. If it is not possible or advisable to hold the Annual Meeting in person, we will announce alternative arrangements for the meeting as promptly as practicable, which may include switching to a virtual meeting format, or changing the time, date or location of the Annual Meeting. Any such change will be announced via press release and will be available on our website at: www.wfscorp.com in the Investor Relations section and filed as definitive additional soliciting materials with the SEC.
What am I being asked to vote on and what is the Board recommendation?
At the Annual Meeting you will be asked to vote on the following four proposals. Our Board recommendation for each of these proposals is set forth below:
You will also be asked to consider and act upon such other business as may properly come before the Annual Meeting.
Who is entitled to vote at the Annual Meeting?
Only holders of record of our common stock at the close of business on March 30, 2020, the record date for the Annual Meeting, are entitled to notice of, and to attend and vote at the Annual Meeting, or any postponements or adjournments of the meeting. At the close of business on the record date, 65,504,262 shares of our common stock were issued and outstanding.
World Fuel Services Corporation|2020 Proxy Statement 2
What is the difference between a shareholder of record and a beneficial owner?
If your shares are registered directly in your name with our transfer agent, EQ Shareowner Services, you are considered, with respect to those shares, the "shareholder of record."
If your shares are held by a brokerage firm, bank, trustee, other agent or record holder, each sometimes referred to as a "nominee," you are considered the "beneficial owner" of shares held in street name. The Notice has been forwarded to you by your nominee who is considered, with respect to those shares, the shareholder of record. As the beneficial owner, you have the right to direct your nominee on how to vote your shares by following their instructions for voting by telephone or on the Internet or, if you specifically request a copy of the printed materials, you may use the voting instruction card included in such materials.
What are the voting rights of our shareholders?
Our shareholders have one vote per share of our common stock owned on the record date for each matter properly presented at the Annual Meeting. For example, if you owned 100 shares of our common stock at the close of business on March 30, 2020, you can cast 100 votes for each matter properly presented at the Annual Meeting. Holders of our common stock have no cumulative voting rights.
A quorum will be present at the Annual Meeting if holders of a majority of the issued and outstanding shares of our common stock on the record date are represented at the Annual Meeting in person or by proxy. If a quorum is not present at the Annual Meeting, we expect to postpone or adjourn the Annual Meeting to solicit additional proxies. Abstentions and broker non-votes (as described below) will be counted as shares present and entitledthey intend to vote for the purpose of determining the presence or absence of a quorum.
What are "broker non-votes" and how are they treated?
A "broker non-vote" occurs when a bank, broker, trustee, agent or other holder of record holding shares for a beneficial owner withholds its vote on a particular proposal because that holder does not have discretionary voting power for such proposal and has not received instructions from the beneficial owner. If your broker is the shareholder of record, your broker is required to vote your shares in accordance with your instructions. If you do not give instructions to your broker, the rules of the New York Stock Exchange, or "NYSE", allow brokers the discretionary authority to vote your shares with respect to "routine" matters but not "non-routine" matters.
The table below sets forth, for each proposal on the ballot, whether a broker can exercise discretion and vote your shares absent your instructions. If they cannot, such broker non-vote will not be counted as a vote cast and will therefore have no impact on the approval of the proposal.
World Fuel Services Corporation|2020 Proxy Statement 3
If other matters are properly brought before the Annual Meeting and they are not considered routine under the applicable NYSE rules, shares held by a bank, broker or other holder of record holding shares for a beneficial owner will not be voted on such non-routine matters by that holder unless that holder has received voting instructions. As stated above, broker non-votes are counted as present for the purpose of determining whether a quorum is present.
Abstentions will not be counted as votes cast in the final tally of votes with regard to Proposals 1, 2 and 3. Therefore, abstentions will have no effect on the outcome of these proposals. Proposal 4 (Approval of the 2020 Omnibus Plan) is subject to NYSE shareholder approval rules which provide that abstentions are counted as votes cast. Therefore abstentions will have the effect of a vote "AGAINST" Proposal 4. As stated above, abstentions will be counted for the purpose of determining whether a quorum is present.
Will my shares be voted if I do not provide my proxy?
If your shares are held in the name of a bank, broker or other holder of record, they may be voted by the bank, broker or other holder of record with respect to "routine" matters (as described above under the caption "What are "broker non-votes" and how are they treated?") even if you do not give the bank, broker or other holder of record specific voting instructions. If you are a shareholder of record and hold your shares directly in your own name, your shares will not be voted unless you provide a proxy or fill out a written ballot in person at the Annual Meeting.
To Vote by Internet, Telephone or Mail:
You can vote by proxy whether or not you attend the Annual Meeting. To vote by proxy, you have a choice of voting over the Internet, by telephone or by using a traditional proxy card.
•To vote by Internet, go to www.proxyvote.com and follow the instructions there. You will need the 12-digit control number included on your proxy card, voter instruction form or Notice.•To vote by telephone, dial the number listed on your proxy card, your voter instruction form or Notice. You will need the 12-digit control number included on your proxy card, voter instruction form or Notice.•If you received a Notice and wish to vote by traditional proxy card, you can request a full set of materials at no charge through one of the following methods:1)By Internet: by visiting www.proxyvote.com2)By phone: by using the phone number listed on the Notice
To reduce our administrative and postage costs, we ask that you vote through the Internet or by telephone, both of which are available 24 hours a day. To ensure that your vote is counted, please remember to submit your vote by 11:59 p.m. Eastern Time on Thursday, May 21, 2020.
World Fuel Services Corporation|2020 Proxy Statement 4
To Vote in Person:
If your shares are registered in your name, you must bring a valid photo identification and deliver your completed proxy card or ballot in person.
If you hold your shares in "street name," you will need to bring a valid photo identification to the Annual Meeting and obtain a legal proxy from your bank, broker or other nominee to vote the shares that are held for your benefit, attach such legal proxy to your completed proxy card and deliver it in person.
If I plan to attend the Annual Meeting, should I still vote by proxy?
Yes. Casting your vote in advance does not affect your right to attend the Annual Meeting. If you vote in advance and also attend the Annual Meeting, you do not need to vote again at the Annual Meeting unless you want to change your vote.
What vote is required for the proposals?
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How will my proxy holder vote?
The enclosed proxy designates Michael J. Kasbar, our Chairman, President and Chief Executive Officer and Paul H. Stebbins, Director and Chairman Emeritus, to hold your proxy and vote your shares. Messrs. Kasbar and Stebbins will vote all shares of our common stock represented by properly executed proxies received in time for the Annual Meeting in the manner specified by the holders of those shares. Messrs. Kasbar and Stebbins intend to vote all shares of our common stock represented
World Fuel Services Corporation|2020 Proxy Statement 5
by proxies that are properly executed by the record holder but that otherwise do not contain voting instructions as follows:
| EACH OF THE ABOVE DIRECTOR NOMINEES. | |
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What happens if additional matters are presented at the Annual Meeting?
Director Nominees
Other than the items of business described above, we are not aware of any other business to be acted upon at the Annual Meeting. If you grant a proxy to the proxy holders named in the attached proxy card, such persons will vote in accordance with the recommendation of our Board, "FOR" or "AGAINST" such other matters.
Can I change my vote after I have voted?
Voting by telephone, over the Internet or by mailing a proxy card does not preclude a shareholder from voting in person at the Annual Meeting. A shareholder may revoke a proxy, whether submitted via telephone, the Internet or mail, at any time prior to its exercise by (i) filing with our Corporate Secretary a duly executed revocation of proxy, (ii) properly submitting, either by telephone, mail or Internet, a proxy to our Corporate Secretary bearing a later date or (iii) appearing at the Annual Meeting and voting in person. Attendance at the meeting will not itself constitute revocation of a proxy.
What do I need to bring with me in order to attend the Annual Meeting?
If you are a shareholder of record, you will need to bring with you to the Annual Meeting any proxy card that is sent to you and valid photo identification. Otherwise, you will be admitted only upon other verification of record ownership at the admission counter.
If you are the beneficial owner of shares held in street name, bring with you to the Annual Meeting your most recent brokerage statement or a letter from your bank, broker, trustee, agent or other record holder indicating that you beneficially owned shares of our common stock on March 30, 2020 and valid photo identification. We can use that to verify your beneficial ownership of common stock and admit you to the Annual Meeting.If you intend to vote at the Annual Meeting, you also will need to bring to the Annual Meeting a legal proxy from your bank, broker, trustee, agent or other holder of record that authorizes you to vote the shares that the record holder holds for you in its name.
Where can I find voting results of the Annual Meeting?
We will announce the results for the proposals voted upon at the Annual Meeting and publish final detailed voting results in a Form 8-K filed with the SEC within four business days after the Annual Meeting.
Who should I call with other questions?
If you have additional questions about this proxy statement or the Annual Meeting or would like additional copies of this proxy statement or our annual report, please contact: World Fuel Services Corporation at 9800 Northwest 41st Street, Miami, Florida 33178, Attention: Corporate Secretary, Telephone: (305) 428-8000.
World Fuel Services Corporation|2020 Proxy Statement 6
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Eight individuals have been nominated to serve as our directors for the ensuing year and until their successors shall have been duly elected and qualified. All nominees are presently directors. One of our existing independent directors, Mr. Stephen J. Gold will not be standing for re-election to the Board following the Annual Meeting.
The persons named as proxies in the accompanying proxy card have advised management that unless authority is withheld in the proxy, they intend to vote for the election of the individuals identified as nominees below. We do not contemplate that any nominee named below will be unable or will decline to serve. However, if any nominee is unable to serve or declines to serve, the persons named in the accompanying proxy card may vote for another person, or persons, in their discretion, unless our Board chooses to reduce the number of directors serving on the Board. In accordance with our By-Laws, the Board may consist of four to ten directors, and the Board may increase or decrease the number of directors by amending our By-Laws. The Board presently consists of nine directors and will be reduced to eight following the Annual Meeting.
We believe that each of our nominees possesses the experience, skills, characteristics and qualities to fully perform his or her duties as a director and to contribute to our success. In addition, each of our nominees is being nominated because they each possess the highest standards of personal integrity, are accomplished in their field, have an understanding of the interests and issues that are important to our shareholders and are able to dedicate sufficient time to fulfilling their obligations as a director. Our nominees as a group complement each other and each other'sother’s respective experiences, skills, characteristics and qualities. For an additional discussion of the nomination process, see "Nominee“Nominee Qualifications and the Nomination Process"Process” beginning on page 2223 of this proxy statement.
The following sets forth certain information with respect to each nominee standing for election to the Board. The biographies of each of the nominees and directors contain information regarding the individual'sindividual’s service as a director, business experience, and the qualifications, attributescharacteristics or skills that led to the conclusion that the individual should serve as our director.
Chief Executive Officer
World Fuel Services
Corporation
Mr. Kasbar brings to the Board a unique understanding of our strategies and operations through over 20 years of service with us and more than 30 years of experience in the fuel services business.
 | Commodities Trading |  | Energy Industry |  | Information Technology | |||||
 | International Operations |  | Management |  | Human Resources/Talent Management |
| 2021 PROXY STATEMENT | 9 |
Proposal No. 1–Election of Directors
Trishul Capital Group LLC and
Trishul Advisory Group LLC
Mr. Bakshi brings to the Board extensive experience in private equity investments, management consulting and technology and significant international experience running operating units within large multinational publicly-traded corporations.
 | Accounting and Finance |  | Information Technology |  | International Operations | |||||
 | Management |  | Human Resources/Talent Management |
Officer, North America
Accenture plc
Mr. Benitez brings to the Board his extensive experience developing and executing business strategies across a range of industries, particularly air, freight and travel and transportation services, as well as significant executive experience running operating units within a large multinational publicly traded corporation and skills in implementing technology and digital solutions across a broad range of platforms.
 | Accounting/Finance |  | ||||||||
Corporate Governance/Other Public Company Directorship |  | Information Technology | ||||||||
 | International Operations |  | Management |  | Human Resources/Talent Management |
Proposal No. 1–Election of Directors
Ernst & Young LLP
Ms. Cherwoo brings to the Board her significant experience in advising companies on digital transformation initiatives and RPA strategies, including digital and talent transformation planning, artificial intelligence and blockchain initiatives, as well as substantial management experience.
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Accounting/Finance |  | Information Technology | ||||||
 | International Operations | |||||||
World Fuel Services Corporation|2020 Proxy Statement 7
 | Management |  | Human Resources/Talent Managements |
2021 PROXY STATEMENT | 11 |
Proposal No. 1—Election of Directors
Freshpet, Inc.
Mr. Kassar brings to the Board his extensive executive experience in brand management, consumer products and corporate finance and has significant experience as a senior finance executive.
 | Accounting/Finance |  | |||||
Corporate Governance/ Other Public Company Directorship |  | Investment Banking/ Capital Markets |
Deloitte & Touche LLP
Mr. Manley brings to the Board extensive executive management, financial reporting, risk management and regulatory experience.
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Accounting/Finance |  | Commodities Trading | ||||||
 | Corporate Governance/ Other Public Company Directorship | |||||||
 | Legal and Regulatory |  | Management |
12 | WORLD FUEL SERVICES CORPORATION |
Proposal No. 1—Election of Directors
Akerman LLP
Mr. Roddenberry brings to the Board extensive experience in private equity, mergers and acquisitions, investment management, venture capital, public finance and securities.
 | Corporate Governance/ Other Public Company Directorship |  | ||||||
Investment Banking/ Capital Markets |  | |||||||
Legal and | ||||||||
World Fuel Services Corporation
Mr. Stebbins brings to the Board a unique understanding of our strategies and operations through over 20 years of service to our Company and more than 30 years of experience in the fuel services business.
 | Accounting/Finance |  | Commodities Trading |  | Corporate Governance/ Other Public Company Directorship | |||||
 | Energy Industry |  | International Operations |  | Investment Banking/ Capital Markets | |||||
 | Management |  | Human Resources/ Talent Management |
2021 PROXY STATEMENT | ||||||||
World Fuel Services Corporation|2020 Proxy Statement 9
World Fuel Services Corporation|2020 Proxy Statement 10
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE ELECTION OF EACH OF THE ABOVE DIRECTOR NOMINEES.
World Fuel Services Corporation|2020 Proxy Statement 11
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Board and Committee Governance
The Board regularly considers the appropriate leadership structure for us and does not have a formal policy with respect to the separation of the positions of Chief Executive Officer and Chairman of the Board. Rather, the Board believes that different Board leadership structures may be appropriate for us at different times, and that it should have the flexibility to make this decision based on its evaluation of current circumstances. When making this decision, the Board considers factors such as:
•- ●the person filling each role;
●•- the presence of a lead independent director and the person in that role;
●•- the composition, independence, and effectiveness of the entire Board; and
●•- other corporate governance structures in place.
Mr. Kasbar currently serves as Chairman of the Board in addition to his role as President and Chief Executive Officer. Our Board believes that our Chief Executive Officer is in the best position to most effectively serve as the Chairman of the Board given that he has the primary responsibility for managing our day-to-day operations and therefore has a detailed and in-depth knowledge of the issues, opportunities and challenges facing us and our
businesses.business. The Board also believes that the Chief Executive Officer serving as Chairman of the Board further promotes information flow between management and the Board and enhances the quality of theBoard'sBoard’s overall decision-making process.In making its decision to combine the roles of Chief Executive Officer and Chairman of the Board, the Board considered that its leadership structure was appropriate given the following strong governance structures and processes in place to ensure the independence of the Board, eliminate conflicts of interest and prevent the dominance of the Board by senior management:
•- ●the presence of, and the responsibilities and authority of, the
Board'sBoard’s strong lead independent director;
●•- the composition of the Board, which includes a super-majority of independent non-management directors;
●•- the composition of the
Board'sBoard’s standing committees, which are comprised of, and chaired solely by, independent non-management directors;
●•- the fact that the independent non-management directors meet in regular executive sessions without management present to discuss, among other things, the effectiveness of our management, the quality of the Board meetings and any other issues and concerns; and
●•- the fact that all Board members have unrestricted access to management and outside advisors.
World Fuel Services Corporation|2020 Proxy Statement 1214 WORLD FUEL SERVICES CORPORATION Lead Independent Director
Our independent directors annually elect our lead independent director. Consistent with best practices, our lead independent director:
•- ●presides at all meetings of the Board at which the Chairman of the Board is not present, including executive sessions of the independent directors;
●•- serves as a liaison between the Chairman of the Board and the independent directors;
●•- reviews Board meeting agendas and schedules to assure that there is sufficient time for discussion of all agenda items;
●•- has the authority to call meetings of the independent directors;
●•- if requested by major shareholders, ensures that he or she is available for consultations and direct communication;
●•- has the authority to retain outside advisors and consultants who report directly to the Board; and
●•- consults with and assists the Chief Executive Officer in accomplishing his or her objectives as the Chief Executive Officer deems appropriate.
Currently, Mr. Roddenberry serves as our lead independent director. The Board believes that having a lead independent director benefits us and our shareholders by providing leadership and an organizational structure for the independent directors.
We regularly engage with our shareholders to better understand their perspectives on our Company, including our business strategies, financial performance, and matters of corporate governance and executive compensation. This dialogue has helped inform the
Board'sBoard’s decision-making processes and ensure our interests remain well-aligned with those of our shareholders. In recent years, these engagements have covered governance issues, such as majority voting, board leadership and director nomination processes, and compensation and capital allocation policies.During 2019, we interacted with the 18 largest holders of our common stock, representing approximately 50% percent of our outstanding shares.During 2020, we interacted with 15 of our 25 largest holders of our common stock, representing approximately 55% percent of our outstanding shares.
As a result of the feedback we received from our shareholders in the past few years, we have, among other things:
adopted a director resignation policy for all directors in uncontested elections;enhanced our disclosure regarding our director nomination process and the combined skills of our Board;amended our Governance Committee charter and Corporate Governance Principles to better reflect the Board’s perspective and existing practice regarding the inclusion of diverse candidates in our director nomination process;modified our long term incentive compensation programs to enhance predictability and shareholder alignment; andexpanded our disclosures regarding our environmental, social and governance (“ESG”) principles and practices through, among other things, the publication of our 2019 Sustainability Report.We believe that these engagements provide valuable feedback and this feedback is shared regularly with the Board and its relevant committees.
As a result of the feedback we received from our shareholders in the past few years, we have, among other things:•adopted a director resignation policy for all directors in uncontested elections;•enhanced our disclosure regarding our director nomination process and the combined skills of our Board;•amended our Governance Committee charter and Corporate Governance Principles to better reflect the Board's perspective and existing practice regarding the inclusion of diverse candidates in the director nomination process; and•modified our long-term incentive compensation programs to enhance predictability and shareholder alignment.
World Fuel Services Corporation|2020 Proxy Statement 13Table of ContentsMeetingsDuring
2019,2020, the Board metfoursix times. Each director attended at least 75% of the aggregate of the total number of meetings of the Board and the total number of meetings held by each of the Board committees on which he or she served. In addition, it is our policy that each director should attend all meetings of shareholders, absent extenuating circumstances. All of our directors that were standing for election at the20192020 annual meeting of shareholders attended the meeting.All of our independent directors meet in executive session (without management present) during each scheduled Board meeting and at other times as they may deem necessary. Mr. Roddenberry currently serves as the Presiding Director over all executive sessions of the independent directors.
2021 PROXY STATEMENT 15 Corporate Governance
Director Independence
Our Corporate Governance Principles require that a majority of our directors meet the standards for independence required by the listing standards of the NYSE. In addition, members of our Audit Committee must meet the independence standards for audit committee members adopted by the SEC. Members of the Audit Committee must also have no relationship with us that interferes with their exercise of independent judgment. Members of our Compensation Committee must meet the definition of
"non-employee director"“non-employee director” contained in Rule 16b-3 of the Securities Exchange Act of 1934, as amended (the"Exchange Act"“Exchange Act”) and meet the independence requirements under the NYSE listing standards. The Board may also consider other factors in making its determination that a director has no material relationship with us that could compromise thatdirector'sdirector’s independence.Our Corporate Governance Principles provide that no more than two members of management shall serve on the Board. Mr. Kasbar is the only member of management currently serving on our Board. All of our other directors, Messrs. Bakshi, Benitez,
Gold,Kassar, Manley,Presby,Roddenberry and Stebbins and Ms. Cherwoo, are independent of us and our management under NYSE listing standards, and our Audit Committee members and Compensation Committee members are independent under the standards applicable to membership in such committees. In making this determination, our Board considered that Mr. Kassar is the first cousin of Mr. Kasbar, and the Board determined that the familial relationship between Messrs. Kasbar and Kassar was not material because it would not adversely affect Mr.Kassar'sKassar’s ability to exercise his independent judgment as our director. Mr. Kasbar is not deemed to be an independent director because of his employment relationship with us and therefore he is precluded from sitting on any of our committees.Annual Board and Committee Self-Evaluations
Each year, our Board and its committees conduct self-evaluations to ensure they are performing effectively and to identify opportunities to improve Board and committee performance. The Governance Committee annually reviews the format and scope of our
Board'sBoard’s evaluation process in light of general corporate governance developments and best practices and recommends changes it believes are appropriate. Each chair of ourBoard'sBoard’s committees also reviews and updates, as appropriate, a separate self-evaluation of committee performance, which is provided to the members of each committee for comment and feedback. Once the format and content of the evaluation is approved, a Board self-assessment is conducted under the oversight of the Governance Committee and for each committee, led by the committee chair. As part of the assessment, a written questionnaire is circulated which is designed to solicit feedback on a range of issues, including Board and committee structure, process and dynamics, the flow of information from management, and agenda topics. The feedback received from the evaluations is discussed during a review session led by the Governance Committee and the individual committees, as appropriate.World Fuel Services Corporation|2020 Proxy Statement 14In addition to these annual self-assessments, the Board evaluates and modifies its oversight of our business operations on an ongoing basis. During their executive sessions, the independent directors consider agenda topics that they believe deserve additional focus and raise new topics to be addressed in future meetings.
Corporate Governance Principles
The Board has adopted Corporate Governance Principles, which are amended from time to time to incorporate certain current best practices in corporate governance. The Corporate Governance Principles describe our corporate governance practices and policies and provide a framework for our Board governance. The topics addressed in our Corporate Governance Principles include, among other things:
•Role of the lead independent director;•Director independence;•Director qualifications, functions and tenure;•Committees of the Board;•Director orientation and continuing education;•Management development and succession planning;•Director resignation policy in uncontested elections; and•Director compensation.
● the role of the lead independent director; ● director independence; ● director qualifications, functions and tenure; ● committees of the Board; ● director orientation and continuing education; ● management development and succession planning; ● director resignation policy in uncontested elections; and ● director compensation. Our Corporate Governance Principles are available on our website at www.wfscorp.com by clicking on Investor Relations and then Corporate Governance. Copies of this document may also be obtained by any shareholder, without charge, by writing to our Corporate
Secretary.Secretary at World Fuel Services Corporation, 9800 Northwest 41st Street, Miami, Florida 33178.16 WORLD FUEL SERVICES CORPORATION Corporate Governance
Our Board has five standing committees: the Audit Committee, the Compensation Committee, the Governance Committee, the Sustainability & Corporate Responsibility Committee and the Technology & Operations Committee. The following table illustrates the current membership of each of our
Board'sBoard’s committees, which are composed entirely of independent directors:DIRECTOR AUDIT COMPENSATION GOVERNANCE SUSTAINABILITY &
CORPORATE
RESPONSIBILITYTECHNOLOGY &
OPERATIONS
Ken Bakshi 
Jorge L. Benitez 
Sharda Cherwoo 
Richard A. Kassar 
John L. Manley 
Stephen K. Roddenberry 
Paul H. Stebbins DirectorAuditCompensationGovernanceSustainability &CorporateResponsibilityTechnology &Operations
ChairKen BakshiChair
Jorge L. BenitezChairChairSharda CherwooStephen J. GoldRichard A. KassarJohn L. ManleyChairStephen K. RoddenberryChairPaul H. StebbinsMember World Fuel Services Corporation|2020 Proxy Statement 15As discussed above, Mr. Gold will not be standing for re-election at the 2020 Annual Meeting, thus the size of the Governance Committee will be reduced to six members and the size of the Technology & Operations Committee will be reduced to five members.Each of the
Board'sBoard’s committees operates under a written charter adopted by our Board which addresses the purpose, duties and responsibilities of the committee. Each committee reviews its charter at least annually and recommends charter changes to the Board as appropriate. During2019,2020, each of thecommittees in existence at the time reviewedAudit Committee, Compensation Committee and Technology & Operations Committee revised its charter.The Sustainability & Corporate Responsibility Committee was formed in March 2020 and its initial charter was adopted by the Board upon the committee's inception.A current copy of each committee charter can be found on our website at www.wfscorp.com by clicking on Investor Relations and then Corporate Governance.2021 PROXY STATEMENT 17 Corporate Governance
AUDIT COMMITTEE AUDIT COMMITTEEMembers:Members:John L. Manley (Chair)
Jorge L. Benitez
Richard A. KassarMeetings in 2019:10Meetings in 2020: 9ResponsibilitiesRESPONSIBILITIESThe Audit
Committee'sCommittee’s responsibilities include:•●overseeing and reviewing the financial reporting process and the integrity of our financial statements and related financial information;•●reviewing the qualifications, performance and independence of, and approving theappointmentretention and compensation of, our independent auditors;•●reviewing and discussing with our independent auditors the results of the audit engagement, including a review of the consolidated financial statements and other matters required to be discussed under the standards of the Public Company Accounting Oversight Board;•●reviewing the effectiveness, internal control environment and systems of our internal auditfunction as well as our internal control environment and systems;function;•●approving all audit and permitted non-audit services to be provided by our independent auditors;•●reviewing and discussing with management and our independent auditors our major financialrisksrisk exposures and the policies and practices management has established tomanagemonitor and control suchrisks;exposures;•●together with the Technology & Operations Committee, reviewing our cybersecurity and related information technology risks, controls and procedures, including data protection and privacy and our plans to mitigate cybersecurity risks and to respond to data breaches;•●monitoring and reviewing our compliance with applicable laws and regulations and our Code of Conduct; and•●establishing procedures for: (i) the receipt, retention, and treatment of complaints we receive from our employees regarding accounting, internal accounting controls, and auditing matters; and (ii) the confidential, anonymous submission by employees of concerns regarding questionable accounting or auditing matters.
INDEPENDENCE AND FINANCIAL EXPERTISEWorld Fuel Services Corporation|2020 Proxy Statement 16Independence and Financial ExpertiseThe Board reviewed the background, experience and independence of the Audit Committee members and based on this review, the Board determined that each member of the Audit Committee:
•●meets the NYSE listing standards and SEC requirements for independence with respect to audit committee members;•●is financially literate, knowledgeable and qualified to review financial statements; and•●qualifies as an"audit“audit committee financialexpert"expert” under the SEC rules.The charter provides that a member of the Audit Committee shall not simultaneously serve on the audit committees of more than two other public companies unless the Board determines that simultaneous service would not impair the ability of the member to effectively serve on the Audit Committee. None of the members of our Audit Committee currently serve on the audit committees of more than two other public companies.
18 WORLD FUEL SERVICES CORPORATION Corporate Governance
COMPENSATION COMMITTEE Members:
Ken Bakshi (Chair)
Richard A. Kassar
Stephen K. RoddenberryMeetings in 2020: 10
COMPENSATION COMMITTEERESPONSIBILITIESMembers:Ken Bakshi (Chair)Richard A. KassarStephen K. RoddenberryMeetings in 2019:7ResponsibilitiesThe Compensation
Committee'sCommittee’s responsibilities include:•●reviewing and approving annually, the goals and objectives relevant to the compensation of our Chief Executive Officer, or CEO, and, based upon recommendations of our CEO, our other executive officers;•●evaluating the performance of our CEO and other executive officers in light of such goals and objectives;•●establishing the compensation levels of our CEO and our other executive officers, including long-term incentive compensation, basedon thisupon the Committee’s evaluation, and approving the compensation of other executive officers based upon recommendations of our CEO;•●reviewing and making recommendations to the Board with respect to stock option,equity basedequity-based and incentive compensation plans andthe administration ofadministering such plans;•●establishing and monitoring our executiveofficers'officers’ compliance with stock retention and ownership requirements;•●approving any employment, severance and consulting arrangements with executive officers;•●reviewing annually a risk assessment of our compensation policies and practices with respect to all employees, including NEOs;World Fuel Services Corporation|2020 Proxy Statement 17●•reviewing and discussing with management the Compensation Discussion and Analysis included in our annual proxy statement and recommending such inclusion to the Board;
•●reviewing and recommending to the Board for approval the frequency with which we conduct advisory shareholder votes on executive compensation;•●reviewing the results of any advisory shareholder votes on executive compensation and considering whether to recommend adjustments to our executive compensation policies and practices as a result of such votes;●•reviewing reports from management about our policies and strategies regarding recruiting, retention, talent development, career progression and, together with the Governance Committee, considering management development and succession; and
•●making recommendations to the Board on non-management director compensation, including stock ownership requirements.
INDEPENDENCEIndependenceThe Board reviewed the background, experience and independence of the Compensation Committee members and based on this review, the Board determined that each member of the Compensation Committee is independent and a non-employee pursuant to:
•●NYSE listing standards; and•●Rule 16b-3 of the Exchange Act.In affirmatively determining the independence of each Compensation Committee member, the Board considers all factors specifically relevant to determining whether such director has a relationship with us or any of our subsidiaries which is material to such
director'sdirector’s ability to be independent from management in connection with the duties of a compensation committee member, including, but not limited to: (i) the source of compensation of such director, including any consulting, advisory or other compensatory fee paid by us to such director; and (ii) whether such director is affiliated with us, a subsidiary of ours or an affiliate of one of our subsidiaries. The Compensation Committee may form and delegate authority to subcommittees when appropriate.Compensation Committee Interlocks and Insider ParticipationCOMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATIONNone of the members of the Compensation Committee was at any time during
20192020 an officer or employee of our Company. None of our executive officers serves as a member of the board of directors or compensation committee of any other entity that has one or more executive officers serving as a member of our Board or Compensation Committee.2021 PROXY STATEMENT 19World Fuel Services Corporation|2020 Proxy Statement 18Corporate Governance
GOVERNANCE COMMITTEE GOVERNANCE COMMITTEEMembers:Members:Stephen K. Roddenberry
(Chair)
Ken Bakshi
Jorge L. Benitez
Sharda CherwooStephen J. Gold
Richard A. Kassar
John L. ManleyMeetings in
2019:2020:46The Governance Committee meets in executive session (without management present) in connection with each scheduled Board meeting and at other times as it deems necessary.
RESPONSIBILITIESResponsibilitiesThe Governance
Committee'sCommittee’s responsibilities include:•●recommending to the Board criteria for Board membership and the size and composition of the Board;•identifying and reviewing individuals qualified to become members of the Board;●•reviewing the qualifications of persons nominated by the Governance Committee and by our shareholders pursuant to our
By-Laws;•By-Laws and recommending to the Board, the director nominees for the annual meeting of shareholders and to fill vacancies and newly created directorships;
•●recommending to the Board the members to serve on each Board committee;•●recommending performance criteria for the Board and reviewing the procedures, effectiveness and performance of the Board as a whole, the individual directors and theBoard'sBoard’s committees;•●recommending to the Board whether to accept or reject a director resignation, or take other action, where a director receives a greater number of"withheld"“withheld” than"for"“for” votes in an uncontested election;•●recommending overall compensation for directors;•●reviewing annuallyreviewingourcorporate governance principlesCorporate Governance Principles and committee charters;•●leading the annual performance evaluation of the Board and its committees;•●reviewing and, if appropriate, approving related person transactions;●•annually evaluating the performance of
theour NEOs and discussing any changes to theexecutives'executives’ compensation recommended by the Compensation Committee;●overseeing and reviewing our environmental, social and governance activities and related policies, and making any recommendations that it deems appropriate; and•●together with the Compensation Committee, considering management development andsuccession.succession;World Fuel Services Corporation|INDEPENDENCE
2020 Proxy Statement 19IndependenceThe Board reviewed the background, experience and independence of the Governance Committee members and based on this review, the Board determined that each member of the Governance Committee meets the independence requirements of the
NYSE'sNYSE’s listing standards.Nominating SubcommitteeNOMINATING SUBCOMMITTEEThe Nominating Subcommittee was formed by the Governance Committee to assist the Governance Committee with identifying and recruiting qualified candidates for Board membership. The Nominating Subcommittee, which does not have a separate committee charter, consists of two of the
members at largemembers-at-large of the Governance Committee, currently Messrs. Benitez and Bakshi, who serves as Chair.20 WORLD FUEL SERVICES CORPORATIONCorporate Governance
SUSTAINABILITY & CORPORATE RESPONSIBILITY COMMITTEE
Members:
Jorge L. Benitez (Chair)
Ken Bakshi
Sharda Cherwoo
Paul H. StebbinsMeetings in 2019:Not applicable, as the committee was formed in March 2020.Meetings in 2020: 3
ResponsibilitiesRESPONSIBILITIESThe responsibilities of the Sustainability & Corporate Responsibility Committee include:
•●reviewing and providing input onmanagement'smanagement’s strategy, goals and integration of Sustainability Matters into strategic and tactical business activities across the Company to create long-term shareholder value and sustainable growth;•●overseeing internal and external communications and disclosures regarding our position on, reporting of, or approach to significant Sustainability Matters, including by reviewing, as appropriate, disclosures and other communications to stakeholders;•●overseeing and providing input to management on our identification, assessment and management of risks associated with Sustainability Matters such as climate change and its impact on us and our business;•●considering, analyzing and providing input on significant public issues, trends, regulation and legislation regarding Sustainability Matters that are pertinent to us and ourstakeholders;stakeholders•●reviewing the goals that we may publish from time to time for our performance with respect to Sustainability Matters and monitoring our progress against those goals;World Fuel Services Corporation|2020 Proxy Statement 20●•reviewing, overseeing and providing input to management on the
Company'sCompany’s policies, strategies and programs related to Sustainability Matters; and•●reviewing our charitable giving policies and programs and receiving reports from management on charitable contributions made by us, directly and through any foundations, that are in support of our goals regarding Sustainability Matters.IndependenceINDEPENDENCEThe Board reviewed the background, experience and independence of the Sustainability & Corporate Responsibility Committee members and based on this review, the Board determined that each member of the committee meets the independence requirements specified in its charter.
2021 PROXY STATEMENT 21Corporate Governance
TECHNOLOGY & OPERATIONS COMMITTEE
Members:
Jorge L. Benitez (Chair)
Ken Bakshi
Sharda CherwooStephen J. Gold
Richard A. Kassar
John L. ManleyMeetings in 2019:5Meetings in 2020: 5
ResponsibilitiesRESPONSIBILITIESThe Technology & Operations
Committee'sCommittee’s responsibilities include:•●reviewing and discussing with management the financial, tactical and strategic benefits of significant technology and operations projects and initiatives and our progress on such projects and initiatives;•●reviewing and, as appropriate, making recommendations to the Board regarding significant technology investments in support of our technology strategy, as well as receiving reports on overall industry trends that may affect our strategy;•●reviewing and discussing, as and when appropriate, our technology and operations policies;●reviewing and discussing with management our programs relating to business continuity and disaster recovery;●reviewing and discussing with management risks related to technology and operations initiatives, including regulatoryenvironmentaland other significant technology-related risks; and•●consulting with the Audit Committee regarding technology and operations systems and processes that relate to or affect our internal control systems, information security, data protection and privacy, fraud and cybersecurity risks, including assisting in the review of cybersecurity risks against our risk management methodologies and the steps taken to monitor and control such exposures.IndependenceINDEPENDENCEThe Board reviewed the background, experience and independence of the Technology & Operations Committee members and based on this review, the Board determined that each member of the committee meets the independence requirements specified in its charter.
22 WORLD FUEL SERVICES CORPORATION World Fuel Services Corporation|2020 Proxy Statement 21Corporate Governance
Nominee Qualifications and the Nomination Process
The Governance Committee believes that the Board should collectively possess a broad range of skills, knowledge, business experience and diversity of backgrounds that provides effective oversight of our business. The Governance Committee has established a matrix of skills and experience which it has determined would be beneficial to have represented on our Board based on a number of factors, including our current operating requirements, business strategy, and the long-term interests of our shareholders. The following table highlights certain of the skills and experience of our Board (additional details are set forth in their individual biographies beginning on page
79 of this proxy statement):
World Fuel Services Corporation|2020 Proxy Statement 22SKILLS AND QUALIFICATIONS 
ACCOUNTING/FINANCE
To provide insight and guidance on financial reporting, internal controls, our capital structure and financial transactions
COMMODITIES TRADING
To understand and advise on the fuel price risk management aspect of our operations
CORPORATE GOVERNANCE / OTHER PUBLIC COMPANY DIRECTORSHIP
To ensure a solid background and knowledge necessary to understand oversight and governance roles
ENERGY INDUSTRY
To provide insight and guidance on navigating and capitalizing on market dynamics in the energy industry
INFORMATION TECHNOLOGY
To assess the best tools to enhance business operations and customer experience
INTERNATIONAL OPERATIONS
To aid in the oversight of our extensive global operations
INVESTMENT BANKING CAPITAL MARKETS
To evaluate our investment and capital raising strategies
LEGAL AND REGULATORY
To understand and evaluate the complex regulatory environment in which our business operates and our legal risks and obligations
MANAGEMENT
To oversee the leadership and performance of our senior management
HUMAN RESOURCES/TALENT MANAGEMENT
To understand and provide valuable insight into attracting, motivating, developing and retaining top talent and manage succession2021 PROXY STATEMENT 23 Corporate Governance
The
Board'sBoard’s objective is to maintain a diverse membership that can best further the success of our business and represent shareholder interests through the exercise of sound judgment using its diversity of experience and perspectives. The Governance Committee periodically assesses the skills, characteristics and experience required of directors, comparing our needs in Board composition and the individual skills, characteristics and experience of our directors. This assessment enables the Governance Committee to update the skills, characteristics and experience it seeks in the Board, as a whole and in individual directors, as our needs evolve over time in order to maintain a balance of knowledge, experience and capabilities. As a result of such periodic assessment, the Governance Committee evaluates current directors and potential director nominees and will recommend any changes to Board size or composition that it believes is necessary to create a balanced and effective Board.1 2 3 4 SEARCH FOR A BOARD NOMINEE
PROFESSIONAL SEARCH FIRMS
CRITERIA FOR EVALUATING NOMINEES
DIVERSE CANDIDATES
To the extent that the Governance Committee believes that specific skills, characteristics or experience needs to be added to the Board, the committee initiates a search for a Board nominee, seeking input from board members and senior management.
The Governance Committee may retain professional search firms to identify director candidates and maintains the authority to approve the fees and other retention terms of any such firm.
The criteria for evaluating director nominees takes into account the candidate’s intellect, integrity, judgment, experience and background, including diversity, such as race, gender and ethnicity, as well other factors deemed appropriate in adding value to the composition of the Board.
As set forth in our Corporate Governance Principles, the Governance Committee is committed to actively seeking highly qualified women and minority candidates, as well as candidates with diverse backgrounds, skills and experiences, as part of the search process for new director candidates.
To the extent that the Governance Committee believes that specific skills or experience needs to be added to the Board, the committee initiates a search for a Board nominee, seeking input from board members and senior management. The Governance Committee may retain professional search firms to identify director candidates and maintains the authority to approve the fees and other retention terms of any such firm. The criteria for evaluating director nominees takes into account the candidate's intellect, integrity, judgment, experience and background, including diversity, such as race, gender and ethnicity, as well other factors deemed appropriate in adding value to the composition of the Board, such as public service. Further, as set forth in our Corporate Governance Principles, the Governance Committee is committed to actively seeking highly qualified women and minority candidates, as well as candidates with diverse backgrounds, skills and experiences, as part of the search process for new director candidates. The Governance Committee believes that it has been able to attract and appoint directors of diverse backgrounds in the past using these criteria.Finally, in order to ensure that our independent directors have sufficient time to devote to overseeing the Company, our Corporate Governance Principles prohibit our directors from serving on the board of directors of more than three other publicly traded companies, unless the Board determines that such service will not impair the ability of such director to effectively perform his or her obligations as our director. The Governance Committee believes that it has been able to attract and appoint directors of diverse backgrounds in the past using the criteria set forth above.
\We believe the Governance Committee has a sound director evaluation process and that such process is an effective method for determining whether a director is fit to serve on the Board. Our Governance Committee welcomes candidates recommended by shareholders and, assuming a submission is in proper form as provided under our By-Laws, it will apply the same standards described above to the evaluation of a shareholder nominee as it applies to all nominees, including those recommended by current directors, employees and others. The procedural and disclosure requirements of our By-Laws provide that shareholders who would like to propose a Board nominee for consideration by the Governance Committee must deliver written notice to our Corporate Secretary, including disclosure of: (i) the relationship between the nominating shareholder and the underlying beneficial owner, if any, and such
parties'parties’ stock holdings and derivative positions in our securities; (ii) information we deem appropriate to ascertain thenominee'snominee’s qualifications to serve on the Board, including disclosure of compensation arrangements between the nominee, the nominating shareholder and the underlying beneficial owner, if any; and (iii) any other information required to comply with the proxy rules and applicable law. These requirements are more fully described in Article I, Section 7 of our By-Laws, a copy of which will be provided without charge to any shareholder upon written request to our Corporate Secretary at World Fuel Services Corporation, 9800 Northwest 41st Street, Miami, Florida 33178.World Fuel Services Corporation|2020 Proxy Statement 23We have adopted a director resignation policy for the election of directors in an uncontested election, which is generally defined as an election in which the number of nominees does not exceed the number of directors to be elected at the meeting. In uncontested elections of directors, such as this election, any director nominee who receives a greater number of votes
"withheld"“withheld” from his or her election than votes"for"“for” his or her election must promptly tender his or her resignation for consideration by the Governance Committee. The director whose resignation is under consideration will not participate in the recommendation of the Governance Committee or deliberations of the Board with respect to his or her resignation. The Governance Committee will recommend to the Board whether the Board should accept or reject the resignation or whether other action should be taken. The Board will publicly disclose, in a Form 8-K filed with the SEC, its decision regarding the tendered resignation within 90 days after certification of the election results.The director whose resignation is under consideration will not participate in the recommendation24 WORLD FUEL SERVICES CORPORATION Corporate Governance
Committee or deliberations of the Board with respect to his or her resignation.If a
director'sdirector’s resignation is not accepted by the Board, the director will continue to serve until the next annual meeting of shareholders or until his or her successor is duly elected and qualified, or his or her earlier resignation or removal. If a director’s resignation is accepted by the Board, then the Board may fill the resulting vacancy or decrease the number of directors comprising the Board in accordance with our By-laws. A copy of our director resignation policy, included in our Corporate Governance Principles, is available on our website at www.wfscorp.com. Our website and information contained on our website are not part of this proxy statement and are not incorporated by reference in this proxy statement.Sustainability and Corporate Responsibility
We believe that conducting our operations in a safe and responsible manner, while maintaining the trust that we have built up among our key stakeholders, is vital to growing our business and continuing our success in a sustainable manner. This includes the protection of people, respect for individual rights, engaging with our communities, and working to reduce our overall impact on the environment through increased efficiency in our operations.We are committed to fostering a corporate culture of safety and conducting our business in a manner that respects the environment, benefits the communities in which we operate and promotes collaboration with ourkeystakeholders to develop sustainable programs thatminimize the impactdrive measurable positive change. While being a trusted partner and acting in a safe and responsible manner have always been critical elements of ouractivities.Overlong-term strategy, we have intensified our efforts over the last several yearswe have reinforced our focus on environmental,regarding sustainability, the environment, health and safety,sustainability,diversity and other social responsibility issues and impacts (collectively,"Sustainability Matters"“Sustainability Matters”), through various enhancements. This is because we believe that these matters are essential to ourpolicieslong-term success.We also strongly believe that companies like ours can have a profound impact and
processesaswell as our governance structure. In 2019, we took a numberpart ofsignificant steps to further strengthenour commitment to operatingin a sustainable mannersustainably, we are developing action plans andproactivelyworking collaboratively with our suppliers, customers and the communities in which we operateincluding becomingto accelerate the transition to a low-carbon world.As a signatory to the United Nations
("UN"(“UN”) Global Compact, theworld'sworld’s largest corporate responsibilityinitiative. The UN Global Compact provides a universal framework for sustainability in the areas of human rights, labor, environment and anti-corruption. We aim to incorporate the UN Global Compact and its principles in our strategy, culture and operations and intendinitiative, we are working to support and engage in collaborative projects to advance the broader UNgoals, with a special focus on the UNSustainable Development Goals(SDG) that(“SDGs”). The SDGs arein line witha worldwide call for action to tackle some of the most pressing challenges facing ourmission and values. As part of our participation, starting in late 2020 we will provide an annual "Communication on Progress" report, setting forth our actions to implement the UN Global Compact principles and our progress in these key areas.World Fuel Services Corporation|2020 Proxy Statement 24Table of Contentsplanet.In
addition, in2019, we commenced the development of a multi-year sustainability and corporate responsibility program designed to:
WeOur initial work has included engaging with our stakeholders to identify those matters which arecurrently working on completing the assessment phase of this programmost significant to us anddeveloping recommendations forour business, as well as our customers, suppliers, employees and other stakeholders. After further review and consideration,bywe have selected six SDGs in areas where we believe we can have the greatest positive impact and that are closely aligned with ourexecutive leadershipvalues and mission:
We have been actively working on setting various goals and targets for these SDGs to help drive the implementation of our sustainability strategy and establish benchmarks against which to measure our progress. As the next step in this journey, we are focusing on creating the programs underlying each of the initiatives, which we believe will enable us to achieve the short and long-term goals and targets that we set. In late 2020, we submitted our first annual “Communication on Progress” report to the UN, highlighting the actions we have taken thus far to implement the UN Global Compact principles and our
Board.Finally, to further illustrate our commitment to increasing transparency on Sustainability Matters, we have also enhanced our Investor Relations website located at: www.wfscorp.com and launched a dedicated area for information regarding our principles, policies and actions relating to sustainability and corporate responsibility matters that we believe are relevant to our business and meet the overall needs of our shareholders and other stakeholders. Our efforts in this area will continue to evolveprogress in thefutureareas of human rights, labor, the environment andwe welcome any shareholder feedback as we continue on our sustainability journey.anti-corruption.Management and Board Oversight
As we have progressed in our approach to sustainability and corporate responsibility, our governance and oversight structure has also evolved. At the Board level, we began in 2018 by enhancing the responsibilities of our Governance Committee, which already included oversight of our corporate governance policies and practices, to also include oversight of our policies and programs related to environmental and social matters.
We also established a cross-functionalThis enhancement resulted in the establishment of our Sustainability Management Committee, whichincludesis a cross-functional committee composed of senior leaders and subject matter experts from acrossthe Companyour business who collaborate to identify priorities, set goals and drive the implementation of our strategy and objectives with respect to Sustainability Matters. This committee is also responsible for developing and implementing our multi-year sustainability and corporate responsibility program currently underway.2021 PROXY STATEMENT 25 Furthermore,Table of ContentsCorporate Governance
In March 2020, we established the Sustainability & Corporate Responsibility Committee as a standing committee of the Board, as a reflection of our commitment to ensuring our Board’s sufficient fluency in climate risk and embedding sustainability and corporate responsibility as an integral part of our business strategy for long-term value
creation, in March 2020 our Board establishedcreation. This committee is dedicated to the oversight of Sustainability& Corporate ResponsibilityMatters. The Governance Committeeas a standing committeeof the Board,responsible for overseeing the environmental and social matters previously overseen by the Governance Committee. The Governance Committee will continuemeanwhile, continues to be responsible for the oversight of our corporate governance policies and practices.The Sustainability & Corporate Responsibility Committee is comprised solely of independent directors and is responsible for overseeing and reviewing our programs, policies, risks and initiatives with respect to all Sustainability Matters not otherwise overseen by the other committees of the Board. These duties include reviewing and providing input on our strategy, goals and integration of Sustainability Matters into strategic and tactical business activities across the
Company.Company including our plans for transitioning our business model to a low carbon economy. The committee is also responsible for monitoring our progress againstourthe goals and targets we establish and reviewinganydisclosuresWorld Fuel Services Corporation|2020 Proxy Statement 25regarding our position, approach and reporting of Sustainability
Matters.Matters, such as our sustainability report. OurBoard'sBoard’s governance structure for the oversight of Sustainability Matters is reflected below and described in the"Corporate Governance"“Corporate Governance” section beginning on page1214 of this proxy statement.BOARD OF DIRECTORS 
GOVERNANCE COMMITTEE
Oversight and review of governance practices and policiesSUSTAINABILITY & CORPORATE RESPONSIBILITY COMMITTEE
Oversight and review of Sustainability MattersAUDIT COMMITTEE
Monitors and reviews our compliance with laws, regulations and our Code of ConductSUSTAINABILITY MANAGEMENT COMMITTEE
Identifies, develops and drives the implementation of our strategy and objectives with respect to Sustainability Matters
Our Environmental Stewardship
EnvironmentalWe believe that environmental stewardship is at the core of ourbusiness operations andbusiness. As such, we must continuouslystriveseek to identify opportunities to make a positive contribution to protecting our environment and reducing the impact of our globalbusinessoperations. We arealsocommitted to doing our part by reducing emissions in our own operations and collaborating with our customers, suppliers and other stakeholders to reduce carbon emissions throughout our value chain.An area where we believe we can have the greatest impact on advancing the low-carbon energy transition is through working with our suppliers and expanding our portfolio of products and services to
create sustainabilityprovide customers with greater access to sustainably sourced energy and other lower carbon solutions. As a trusted strategic partner, our customers and suppliers depend on us to provide cost-effective, innovative solutions forour customerstheir complex energy and logistics needs throughout the globe. That is why we have been working diligently to develop sustainability solutions and offer renewable energy and sustainable fuel products and services to support our customers in managing their energy needs, while reducing their environmentalimpact.impact on the planet. We have also engaged with a number of industry participants to support initiatives aimed at reducing carbon emissions in the aviation, land and marine transportation industries and enabling a successful transition to sustainable fuels and carbon-neutral activities for the long term.26 WORLD FUEL SERVICES CORPORATION Corporate Governance
Highlights of “Our Environmental Stewardship” Programs and Efforts
REDUCING GREENHOUSE GAS (GHG) EMISSIONSWe have focused on promoting the use of sustainable and renewable fuels in the aviation, marine and land transportation industries where we operate. As a member of the Coalition of Sustainable Aviation Fuel (SAF), for instance, we are a strong supporter of the business aviation industry’s goal to reduce carbon emissions by 50% by 2050. In 2015, we entered into a multi-year agreement with Gulfstream Aerospace Corporation to provide the company with a constant supply of SAF. As of October 2020, we have delivered more than 1.2 million gallons of SAF under this agreement (which currently runs through April 2025) in support of Gulfstream’s sustainability journey. According to Gulfstream, it has used a portion of the SAF provided to fly more than 650 flights with an SAF Jet-A fuel blend, which it estimates has reduced the carbon emissions for these flights by approximately 1,700 tons. The remainder of the SAF was delivered to the Gulfstream’s California facilities for company and customer use. In 2018, we received Gulfstream’s Supplier of the Year Award for our continued investment in the company’s environmental sustainability journey.
Highlights of "Our Environmental Stewardship" Programs and Efforts
ENHANCING SUSTAINABILITY PRODUCTS AND SERVICESGetting to Zero. In September 2019, we joined the "Getting to Zero Coalition", a global alliance of private and public stakeholders within the maritime, energy, infrastructure and finance sectors focused on developing fuels, energy solutions and technology necessary to develop commercially viable deep-sea zero emission vessels powered by zero emission fuels by 2030. The Getting to Zero Coalition is a partnership between the Global Maritime Forum, the Friends of Ocean action, and the World Economic Forum.As an energy management company, we have focused on investing in and expanding our portfolio of sustainability products and services across the energy product spectrum to help our customers achieve their sustainability goals. Through our World Kinect Energy Services business, we have been developing renewable energy solutions, alternative fuel sources, and energy efficiency measures to lessen customers’ environmental impact and reduce their carbon footprint. Throughout 2020, we worked to support our global customers in achieving their renewable energy targets by expanding our renewable energy certificate offering beyond Europe and North America into Latin America and Asia. We also invested in growing our renewable energy consultancy offering. We can now help our customers navigate the different options for renewable energy direct investments across Europe, North America, and Australia.
In November 2020, we also expanded our sustainability solutions in our aviation segment with an enhanced carbon offset offering that makes it easier for flight departments (FDs) and fixed-base operations (FBOs) to meet their carbon emission targets. Our Carbon Offset Fuel (COF) program allows FBOs and FDs to combine jet fuel with carbon offsets at the time of purchase and fulfill through a simple process of measurement and reporting by the FBO or FD. World Kinect then purchases and retires the carbon offsets on their behalf. Our FBO Network members can either use a periodic self-reporting process or utilize an automated reporting feature in our FBO software offerings Total Aviation Software, avPOS, TotalFBO, and fbo360.
The software reporting feature allows FBOs to offer their customers carbon offsets at the time of fueling. COF volume is captured within the software and automatically transmitted to us so that we can calculate the applicable carbon emissions. We then purchase the carbon offsets required to make that particular flight carbon neutral. We have created similar carbon offset programs for our customers in our land and marine segments and are continuing to invest in expanding these programs to support our customers in their own path to a low carbon world.
Reducing Greenhouse Gas (GHG) EmissionsMAKING OUR OPERATIONS CARBON NEUTRAL FOR 2019. AsWith respect to our own operations, our current focus has been on improving energy efficiency and reducing our greenhouse gas (“GHG”) intensity. In 2019, we embarked on the path to better defining our sustainability goals by establishing the baseline carbon footprint of our global operations. For our initial carbon footprint, we focused on gathering the data on our global scope 1 and scope 2 GHG emissions for 2019. While our operations span the globe in terms of reach, as a
memberdistributor of fuels and provider of related products and services, our 2019 GHG emissions principally came from theCoalitionoperation ofSustainable Aviation Fuel (SAF),our fuel transportation vehicles in the United States and the United Kingdom, as well as vessels we use to transport marine fuels and other products to our customers in certain countries.Once we established our 2019 carbon footprint baseline, we reviewed the results and determined that we would take immediate action to make our company carbon neutral. We began by designing a comprehensive renewable energy and carbon offset program to make the scope 1 and 2 emissions from our operations net zero for 2019, while we continue to
support the business aviation industry's goalseek out opportunities to reduce our carbon emissions50% by 2050. For example, in Mayover the next five years.In achieving this important milestone of carbon neutrality for 2019, we
provided sustainable aviation jet fuel (SAF) atmatched theEuropean Business Aviation Convention and Exhibition held at TAG Farnborough Airport in the United Kingdom. Our supplyelectricity consumption ofSAF was used for a demonstration showcasing the capability of SAF and the aviation industry's support for the development and adoption of sustainable fuels.Sustainability Products and Services. As an energy management company, we have been focused on investing in and expandingourportfolio of sustainability products and services across the energy product spectrum to help our customers achieve their sustainability goals. Through our World Kinect Energy Services business, we offer sustainability solutions that incorporate a carbon footprint reporting tool,global operations with renewable energy,solutions, alternative fuels andthereby effectively reducing our scope 2 emissions to zero. We chose to source high-quality renewable energyefficiency measures to lessen customers' environmental impact and reduce their carbon footprint. We have also focused on promotingcertificates originating from theuse of sustainable and renewable fuels in the aviation, marine and land transportation industriesareas where weoperate.operate globally, including renewable energy attributes listed on our Track my Electricity™ platform. Additionally, by sourcing our renewable energy through our Track my Electricity™ platform, we were also able to support a direct impact project to bring the life-changing benefits of renewable energy to remote, energy-poor areas of Nepal.2021 PROXY STATEMENT 27 World Fuel Services Corporation|2020 Proxy Statement 26Corporate Governance
Our People
The passion and expertise of our people differentiate us. We firmly believe the power of our differences fuel innovation and investing in our people is of upmost priority. We strive to provide our employees with an environment where they can learn and grow, build their careers, take care of their families and support their communities. Our comprehensive approach to serving our workforce includes our commitment to diversity and inclusion, as well as our employees’ growth and development, health and safety, and overall well-being.
Health and Safety
As a global energy supply and logistics company, we are committed to doing the right thing in all that we do and we continually seek to protect the health and safety of our employees, contractors, customers, suppliers and the communities in which we operate. We play a leading role in promoting best practices within the transportation industry and are closely involved in developing, setting, and maintaining health, safety and environment (“HSE”) industry standards. We have also established a set of “Rules to Live By” to help strengthen our existing Integrated Management System and drive appropriate safety behaviors and practices, which specify certain behaviors that we believe are vital to preventing workplace incidents. These zero-tolerance rules are designed to ensure the safety of our employees, contractors, customers, suppliers and communities around the world.
In addition, in response to the COVID-19 pandemic, we implemented our business continuity and emergency response plans in alignment with mandates from local authorities. To ensure the safety of our employees who are continuing to work through the pandemic, we provide instructions and regular updates on how to work safely in the COVID-19 environment. We also provide protective wear and additional training for our employees working in our on-site fueling and trucking operations and have elevated our cleaning protocols for our offices, facilities and equipment. We have also been maximizing remote work throughout our global offices and wherever possible, our employees are collaborating virtually with our customers, suppliers and each other using the information-sharing tools and technology that we have invested in during the last several years.
Diversity and Inclusion
Our goal has always been to cultivate an environment of trust and mutual respect, where all employees have an equal opportunity to contribute, perform and succeed. We are focused on embedding diversity and inclusion throughout our company to build a unique blend of cultures, backgrounds, skills and beliefs that mirror the world we live in. To this end, we have developed a multi-pronged strategy that includes new recruiting programs and hiring protocols, unconscious bias training and tools that help company leaders monitor our progress on diversity goals. We believe our initiatives to hire and develop minorities, women and veterans, for instance, are fundamental to achieving our goal of attracting, developing and retaining the most qualified talent. Additionally, through virtual platforms like our 'Belonging@WFS', we provide opportunities for networking and collaboration, where those who collectively contribute to our success—our people — can freely exchange ideas and foster a community of inclusion.
Employee Development and Well-Being
Investing in our employees is a top priority and we continually strive to provide an environment that promotes learning, growth and development to maximize our people’s potential. We place a high
valuedegree of focus on growth in position and career enhancement paths for our employees by providing professional development opportunities and cultivatinggrowtha diverse talent pool. We offer competitive compensation comprising of salaries, incentive bonuses, various forms of equity awards, andoffer opportunities to learn and development programs across every levelcomprehensive benefits packages in each of ourorganization.Highlights of "Our People" Programs and EffortsDiversity & Inclusion. We have continued to focus on embedding diversity and inclusion throughout our talent acquisition, management and development practices. From recent graduates to experienced hires, we seek to attract and develop top talent to continue building a unique blend of cultures, background, skills and beliefs that mirrors the world we live in. We have focused on creating an environment that embraces diversity and encourages each employee to thrive.ITWomen. We have partnered with ITWomen, a non-profit organization founded in 2002 to narrow the gender gap in technology and increase the potential for innovation and economic growth through gender equality. The programs are geared to ignite a passion for technology in the next generation by reaching out to girls in middle school, high school, and college. Our technology leaders contribute their time in the ITWomen speaker series to share experiences that encourage girls in high school to pursue technology and engineering careers, including hosting them at our headquarters to experience IT careers in the corporate environment. For the fifth year in a row, we hosted a group of more than 60 high school girls at our headquarters in 2019 to participate in an interactive journey through the Agile lifecycle, where they were able to experience first-hand how a global company leverages technologies such as cloud and artificial intelligence.Our Communitylocations worldwide.We are also committed to supporting the health and well-being of our employees and their families, as we believe that
sustainable growththe key to successful business operations isabout conducting our business to promotea healthyenvironmentandstrengthencompetent workforce. We have identified a strong connection between employee well-being and thelocal communities wheresafety of business operations. Accordingly, weoperateare devoted to supporting employee well-being inorderall dimensions, which goes beyond their physical well-being and includes support for emotional, financial and social well-being. It is a holistic approach which provides support and resources that empower our employees and their families tofoster sustainable economic growth.embrace a healthy lifestyle and we have launched various programs to build a global culture that promotes and celebrates employee health and well-being in our locations worldwide.28 WORLD FUEL SERVICES CORPORATION Corporate Governance
Our Community
We strongly believe that
this approach will enable us to deliver long-term value to all our stakeholders.we can play a positive role in the communities in which we operate. As a signatory to the UN Global Compact, we endeavor to implement its key social principles, including the protection of employees, respect for individual rights, and engagement with local communities. We also respect the rights and dignity of all people and are committed to preventing modern slavery in our operations and supply chains.Our commitment to human rights is embodied in our corporate values and our policies and processes. We are a strong advocate of various human rights initiatives, such as the UN Declaration of Human Rights, and comply with national and multinational efforts to enforce labor protections and individual rights, such as the United Kingdom Modern Slavery Act. We have various policies, procedures and public statements in place that support these principles, many of which have been translated into multiple languages, including our Code of Conduct, Anti-Corruption Policy and Business Partner Code of Conduct.
As a global company, we are also dedicated to being a good neighbor and a charitable partner in the local communities where we conduct our operations. We are committed to creating a positive impact, encouraging our employees to support the communities in which they live, and engaging with and supporting charities in all aspects of society.
Highlights of “Our Community” Programs and Efforts
MILITARY VETERANSWe deeply value the men and women who serve our nations throughout the world. Not only do we support armed forces through our global business operations, we are also committed to increasing our engagement and recruitment of military veterans, reservists, guards and their spouses as they transition out of their military careers. We aim to help them grow their careers in a variety of areas including transportation, logistics, operations and sales. We have partnered with Hiring our Heroes, Military.com and other military-focused organizations to create awareness and to develop a pipeline of candidates for roles within our own operations, as well as those of our business partners where possible. To support this effort, we have enhanced our technology platform to facilitate communication and networking with military applicants and provide additional support to our hiring managers through ongoing training and military skills translation tools. We understand that successful military hiring programs do not end at the job offer, which is why we are dedicated to ensuring a welcoming environment, providing onboarding support and mentorship, specific military recognition programming and ongoing self-identification campaigns.
Highlights of "Our Community" Programs and Efforts
CHARITABLE WORKHuman Rights. Our commitment to human rights is embodied in our corporate values and our policies and processes. We are a strong advocate of various human rights initiatives, such as the United Nations Declaration of Human Rights, and comply with various national and multinational efforts to enforce labor protections and individual rights, such as the United Kingdom Modern Slavery Act. We have various policies, procedures and public statements in place that support these principles. These resources, many of which have been translated into multiple languages, include our Code of Conduct, Anti-Corruption Policy and Business Partner Code of Conduct.Each year we contribute to our local communities through giving our time and financial contributions to many local and global institutions and organizations. Some of the charities in which we have participated recently include:
Track My ElectricityTM.Track my ElectricityTMis a platform developed by our World Kinect Energy Services business that enables businesses to not only significantly reduce their organizational carbon footprint by sourcing 100% renewable energy, but to also support vulnerable communities in developing countries by combating energy poverty. For every MWh●Adrienne Arsht Center for the Performing Arts of clean energy sourced through the platform, a portion goes towards funding renewable energy projects in remote, off-grid areas to eliminate energy poverty and build sustainable communities. We have also participated in funding projects through this program. One such project included the installation of renewable energy solar panels in a community center in Mae Sot, Thailand to support around-the-clock powered activities, enabling access to educational opportunities within the community center, freshly prepared food and a safe environment to socialize. The solar panels that were installed also increased safety and visibility at night by powering streetlights in the area.Miami-Dade County; ●United Way;● Muscular Dystrophy Association (MDA);● Jet Blue Swing for Good, which supports youth-oriented charities; and● Folds of Honor, which provides educational scholarships to spouses and children of America’s fallen and disabled service-members.World Fuel Services Corporation|In addition to these annual contributions, throughout 2020Proxy Statement 27we focused on charitable giving to help the people in most need as a result of the hardships brought on our local communities and many across the globe by the health and economic challenges from the COVID-19 pandemic. Specifically, we made contributions to local organizations providing meals and other assistance to frontline workers, as well as workers in the local industries most directly impacted by the pandemic, such as the healthcare and restaurant industries.During the holiday season, we partnered with the local Red Cross to provide holiday gifts to over 100 children of female veterans in Miami. We also donated any funds that we would have otherwise used to host holiday and year-end gatherings to support global organizations selected by our employees providing global assistance in response to the COVID-19 pandemic, such as UNICEF, Heart to Heart International and the Singapore General Hospital Health Development Fund.
2021 PROXY STATEMENT 29 Corporate Governance
Board'sBoard’s Role in Risk OversightThe role of the Board is to understand the nature of the material risks we face and, based upon the information brought to its attention by management and our risk management processes, policies and procedures, evaluate whether such processes, policies and procedures are reasonably designed to respond to and mitigate the risks we face. Throughout the year, the Board and its committees receive periodic reports from our management identifying and explaining key areas of risk applicable to us and an explanation of the processes, policies and procedures in place to monitor and assess those risks.
The Board and each of its committees oversee the risks pertaining to their principal areas of focus as described in the table
below:below. Each committee ensures that the risks pertaining to their principal areas of focus are reported to the Board as appropriate.BOARD OF DIRECTORS Board or CommitteeArea of Risk OversightBoard•Considers strategic and operational risks associated with the annual operating plan and other current matters that may present material risks to our operations, plans, prospects or reputation and risks associated with acquisitions.
AUDIT COMMITTEETECHNOLOGY & OPERATIONS COMMITTEE Audit●•Considers risks associated with the financial reporting and disclosure process, major litigation, cybersecurity and related information technology risks, including data protection and
regulationprivacy, as well as regulatory and legalcompliance;compliance risks; and●•Discusses the guidelines and policies that govern the process by which risk assessment and management is undertaken in accordance with its charter and NYSE rules.
Compensation●•Considers risks associated with our compensation programs, policies and practices.Governance•In conjunction with the Compensation Committee, considers risks associated with management development and succession.Sustainability & Corporate Responsibility•Considers the risks and initiatives regarding our environmental, health and safety, sustainability, diversity and other social responsibility issues and impacts.Technology & Operations•Considers risks related to technology and operations initiatives, including regulatory
environmentaland other significant technology-related risks; and●•Consults with the Audit Committee regarding technology and operations systems and processes that relate to or affect our internal control systems, information security, data protection and privacy, fraud and cybersecurity risks.
COMPENSATION COMMITTEE GOVERNANCE COMMITTEE SUSTAINABILITY & CORPORATE RESPONSIBILITY COMMITTEE ●Considers risks associated with our compensation programs, policies and practices.●In conjunction with the Compensation Committee, considers risks associated with management development and succession.●Considers the risks and initiatives regarding our environmental, health and safety, sustainability, diversity and other social responsibility issues and impacts, including climate risks.MANAGEMENT Management is responsible for the enterprise risk assessment process and the day-to-day management of risks. Each committee also provides periodic reportsDuring 2020, the risks associated with the COVID-19 pandemic were regularly discussed with the full Board, as well as each of the Board committees, as appropriate. Our management has provided, and continues to provide, regular updates to the Board on our company’s actions related to the pandemic, including health and safety protocols, business continuity, technology, cybersecurity and demand for our products and services, as well as other strategic, operational and financial riskspertaining to their principal areas of focus so thatassociated with pandemic. Please see theBoard is informed“Risk Factors” section of ourrisk profile.2020 Annual Report on Form 10-K for additional information about these risks.Periodically, we also perform risk management assessments, both in specific areas of our business or on an enterprise wide basis. The principal purposes of these assessments are to:
•ensure that risk management efforts are focused and directly linked to the underlying strategy of the organization;● ensure that risk management efforts are focused and directly linked to our underlying business strategy; ● implement a sustainable and scalable framework to identify, manage and monitor risk; 30 WORLD FUEL SERVICES CORPORATION •implement a sustainable and scalable framework to identify, manage and monitor risk;
World Fuel Services Corporation|2020 Proxy Statement 28•assign responsibility for each risk, put mitigation plans in place and assess the effectiveness of such mitigation plans; and•enhance our risk management capabilities for priority risks and continue the development of risk management policies and action plans.
Corporate Governance
● assign responsibility for each risk, put mitigation plans in place and assess the effectiveness of such mitigation plans; and ● enhance our risk management capabilities for priority risks and continue the development of risk management policies and action plans. The results of these risk assessments are regularly communicated to the Board. In addition, each year management conducts, and the Compensation Committee oversees, a risk assessment of our compensation policies and practices with respect to all employees, including NEOs. The employee population is segmented into groups based on commonalities across their reward programs. Each program is then evaluated using the key design features of the program and the applicable risk mitigation features that exist in such programs. Once the assessment is completed, management reviews the assessment data, methodology and findings with the Compensation Committee. A key goal of this process is to ensure that there are controls in place to (i) safeguard us from unwarranted exposure to particular risks that individual employees might choose to take and (ii) avoid any inadvertent incentives for employees to take inappropriate business risks by making decisions that may be in their best interests but not in the best interests of our shareholders.
All of our employees, officers (including our principal executive, financial and accounting officers) and directors are held accountable for adherence to our Code of Conduct. Our Code of Conduct is designed to help us meet our responsibility of conducting our business in compliance with laws and good ethical practice. Our Code of Conduct is available in multiple languages on our website at www.wfscorp.com, either by clicking on About Us and then Ethics & Compliance, or by clicking on Investor Relations and then Corporate Governance. We intend to disclose any substantive amendments to our Code of Conduct and any waivers with respect to our Code of Conduct granted to our principal executive, financial and accounting officers on our website at www.wfscorp.com. We have also established a separate Business Partner Code of Conduct outlining our standards and expectations of our suppliers and other business partners, which can also be found in the Investor Relations section of our
website at www.wfscorp.com.website.Review and Approval of Related Person Transactions
Related person transactions can create actual or potential conflicts of interests and can create the appearance that certain decisions may not be in the best interest of us or our shareholders. Therefore, our Board has adopted a written policy with respect to related person transactions. It is our policy that, as a general matter, we should avoid related person transactions except in circumstances where the transaction is consistent with our best interests, such as obtaining products or services that are not readily available from alternative sources or when the transaction meets the standards that apply to similar transactions with unrelated third parties.
For purposes of our policy, we review all of the following relationships and transactions between us and:
•our directors and executive officers, including persons who have at any time since the beginning of our last fiscal year served in that role and any nominees to become a director;•any person we know to be the beneficial owner of more than 5% of any class of our voting securities; and•any immediate family member or any person (other than tenants or employees) sharing the household of any of the foregoing.
● our directors and executive officers, including persons who have at any time since the beginning of our last fiscal year served in that role and any nominees to become a director; ● any person we know to be the beneficial owner of more than 5% of any class of our voting securities; and ● any immediate family member or any person (other than tenants or employees) sharing the household of any of the foregoing. World Fuel Services Corporation|2020 Proxy Statement 29Pursuant to our policy, the Governance Committee will review any transaction, arrangement or relationship (including any indebtedness or guarantee of indebtedness) or any series of similar transactions, arrangements or relationships in which we (including any of our subsidiaries) were, are or will be a participant and the amount involved exceeds $120,000, and in which any related person had, has or will have a direct or indirect material interest. The foregoing rule will not be applied to those transactions exempt under Item 404(a) of Regulation S-K, such as the employment of an executive officer or compensation of a director if such executive
officer'sofficer’s ordirector'sdirector’s compensation is required to be, or otherwise would be required to be, reported under theSEC'sSEC’s compensation disclosure requirements, any transaction with another entity where the relatedperson'sperson’s only relationship is as a beneficial owner of less than 1% of thatcorporation'scorporation’s publicly traded securities, or any transaction where the relatedperson'sperson’s interest arises solely from the ownership of our common stock and where all shareholders received the same benefit on apro rata basis (e.g. dividends).In addition, the Governance Committee has determined that the following types of transactions, which involve ordinary course business transactions shall not be deemed to create or involve a direct or indirect
"material"“material” interest for a Related Person, even if the aggregate amount involved exceeds $120,000: (1) a transaction in which the relatedperson'sperson’s interests arises solely based on his or her position as an employee or executive officer of the other entity and (i) the related person was not involved in the transaction, (ii) the transaction was entered into in our ordinary course of business and on substantially the same terms as those prevailing at the time for comparable transactions with non-affiliated persons, and (iii) the transaction does not involve the greater of $500,000 or 2% of therecipient'srecipient’s total annual revenues and (2) any charitable contributions if the relatedperson'sperson’s interest arises only from (i) theperson'sperson’s or theperson'sperson’s immediate familymember'smember’s position as an employee (other than an executive officer) or other position that does not involve policy-making decisions or (ii) theperson'sperson’s orperson'person’ immediate familymember'smember’s position as an executive officer or director and the aggregate amount involved does not exceed the lesser of $1,000,000 or 2% of the charitableorganization'sorganization’s total annual receipts.2021 PROXY STATEMENT 31 Corporate Governance
If the
ChairmanChair of the Governance Committee determines that a proposed transaction is a related person transaction, it will submit the proposed transaction to the Governance Committee forapproval. The Governance Committee reviews any related person transactions that are not among the types described above, and determines whether to approveapproval orratify any such transaction.ratification. The Governance Committee will analyze the following factors, in addition to any other factors the Governance Committee deems appropriate, in determining whether to approve a related person transaction:•the benefits to us;•the impact on a director's independence, if relevant;•the availability of other sources for comparable products or services;•the terms of the transaction; and•the terms available to unrelated third parties or to employees generally.
● the benefits to us; ● the impact on a director’s independence, if relevant; ● the availability of other sources for comparable products or services; ● the terms of the transaction; and ● the terms available to unrelated third parties or to employees generally. The Governance Committee will only approve or ratify related person transactions that are consistent with our best interests and those of our shareholders. The Governance
Committee'sCommittee’s approval is not a directive to enter into the related person transaction, rather it is evidence that theGovernance Committeecommittee does not object to the transaction based on relatedness issues. The Governance Committee will regularly review any ongoing related person transactions to determine whether it remains in our best interests and those of our shareholders to continue, modify or terminate the transactions.There were no reportable transactions in
2019.World Fuel Services Corporation|2020 Proxy Statement 30Table of Contents2020.Director Compensation and Ownership Guidelines
Director Fees Earned or Paid in Cash
Non-management directors earn fees for their services that are paid in cash on an annual basis. If a non-management director does not serve a full year in a position, such fees are paid on a pro-rated basis. The current fee structure for our non-management directors serving during the
2019-20202020-2021 term is as follows:•the annual fee payable to non-management directors for their service on the Board is $85,000;•the additional fee payable to the lead independent director is $40,000 per year;•the additional fee payable to members of the Audit Committee is $15,000, while the additional fee payable to members of each of the Compensation Committee and Technology & Operations Committee is $10,000 per year for each committee served and the additional fee payable to members of the Sustainability and Corporate Responsibility Committee as well as the Nominating Subcommittee is $5,000 per year for each committee served; and•the additional fee payable to the Chair of the Audit Committee is $35,000 per year, the additional fee payable to the Chair of each of the Compensation Committee and Technology & Operations Committee is $30,000 per year, the additional fee payable to the Chair of the Governance Committee is $20,000 per year and the additional fee payable to the Chair of each of the Sustainability and Corporate Responsibility Committee and the Nominating Subcommittee is $15,000 per year.
● the annual fee payable to non-management directors for their service on the Board is $85,000; ● the additional fee payable to the lead independent director is $40,000 per year; ● the additional fee payable to members of the Audit Committee is $15,000, while the additional fee payable to members of each of the Compensation Committee and Technology & Operations Committee is $10,000 per year for each committee served and the additional fee payable to members of the Sustainability and Corporate Responsibility Committee as well as the Nominating Subcommittee is $5,000 per year for each committee served; and ● the additional fee payable to the Chair of the Audit Committee is $35,000 per year, the additional fee payable to the Chair of each of the Compensation Committee and Technology & Operations Committee is $30,000 per year, the additional fee payable to the Chair of the Governance Committee is $20,000 per year and the additional fee payable to the Chair of each of the Sustainability and Corporate Responsibility Committee and the Nominating Subcommittee is $15,000 per year. Our non-management directors are also reimbursed by us for their travel, food, lodging and related expenses incurred in connection with attending Board, committee and shareholder meetings, as well as continuing education programs.
Equity Awards
In
2019,2020, the Board granted each non-management director $150,000 worth of restricted stock units("RSUs"(“RSUs”) for board service and to each member of the Governance Committee, an additional $10,000 in RSUs as the fee for service on the committee.This resulted in each non-management director (other than Mr. Stebbins) receiving 5,321 RSUs and Mr. Stebbins, who does not serve on the Governance Committee, receiving 4,989 RSUs.In addition,beginning in May 2019,the Chair of eachCommitteecommittee was also granted $5,000 in RSUs as a portion of their fee for serving as Chair, provided, however, that where a director served as Chair of more than one committee or subcommittee, only one additional $5,000 equity grant was made.This resulted in each of Messrs. Bakshi, Benitez, Manley and Roddenberry receiving an additional 167 RSUs. As described in greater detail above, although Messrs. Bakshi and Benitez serve as Chair of two committees, they only received one equity grant for such service.The RSUs vest on the earlier of: (i) the day prior to the Annual Meeting that next follows the grant date or (ii) one year from the grant date. Upon vesting of the RSUs, 100% of the underlying shares will be issued.
Our
20162020 Omnibus Planincludesand the proposed 2021 Plan include limits on equity awards that may be granted to non-management directors.32 WORLD FUEL SERVICES CORPORATION Corporate Governance
For the 2020 – 2021 term, each non-management director received 6,726 RSUs other than Mr. Stebbins, who does not serve on the Governance Committee and therefore, he received 6,306 RSUs. Furthermore, each of Messrs. Bakshi, Benitez, Manley and Roddenberry received an additional 210 RSUs for their service as Chair of a committee. As noted above, although Messrs. Bakshi and Benitez each serve as Chair of more than one committee or subcommittee, they only received one equity grant for their service as Chair. Upon joining the Board in February 2020, Ms. Cherwoo was also granted 1,590 RSUs, representing her pro-rated fee for service on the Board and Governance Committee during the 2019-2020 term, all of which vested the day prior to the 2020 Annual Meeting of Shareholders.
The table below summarizes the compensation paid by us to our non-management directors for services rendered
in 2019.during 2020. Directors who are employed by us do not receive additional compensation for serving as directors.World Fuel Services Corporation|2020Proxy Statement 312019Director Compensation TableName Fees Earned or
Paid in CashStock
Awards(1)(2)Total Ken Bakshi $ 158,997 $ 165,007 $ 324,004 Jorge L. Benitez $ 160,986 $ 165,007 $ 325,994 Sharda Cherwoo $ 89,988 $ 207,823 $ 297,811 Stephen J. Gold(3) $ 39,583 — $ 39,583 Richard A. Kassar $ 120,000 $ 160,012 $ 280,012 John L. Manley $ 145,000 $ 165,007 $ 310,007 Stephen K. Roddenberry $ 155,000 $ 165,007 $ 320,007 Paul H. Stebbins $ 88,997 $ 150,020 $ 239,016 Name(1) Fees
Earned or
Paid in
CashStock
Awards(2)(3)Total Ken Bakshi
$145,000 $165,024 $310,024 Jorge L. Benitez
128,333
165,024
293,357
Stephen J. Gold
90,833
160,002
250,836
Richard A. Kassar
114,583
160,002
274,586
John L. Manley
133,333
165,024
298,357
J. Thomas Presby(4)
37,917
—
37,917
Stephen K. Roddenberry
148,750
165,024
313,774
Paul H. Stebbins
80,833
150,019
230,853
(1)Ms. Sharda Cherwoo did not join the Board until February 2020 and therefore is not included in this table.(2)The amounts shown in this column represent the estimated aggregate grant date fair value of the RSU awards granted to the non-management independent directors in 2019. The estimated aggregate grant date fair value of these awards is based on the grant date fair market value of our common stock, as defined in the 2016 Omnibus Plan and is computed in accordance with FASB ASC Topic 718. Assumptions used in determining the aggregate grant date fair value of RSU awards are set forth in Note 10 to the notes to the consolidated financial statements in Item 15 of our annual report on Form 10-K for the year ended December 31, 2019.(3)The aggregate number of RSUs and stock units held by each non-management director serving as at December 31, 2019 was as follows:
(1) The amounts shown in this column represent the estimated aggregate grant date fair value of the RSU awards granted to the independent directors in 2020. The estimated aggregate grant date fair value of these awards is based on the grant date fair market value of our common stock, as defined in the 2020 Omnibus Plan and is computed in accordance with FASB ASC Topic 718. Assumptions used in determining the aggregate grant date fair value of RSU awards are set forth in Note 10 to the notes to the consolidated financial statements in Item 15 of our annual report on Form 10-K for the year ended December 31, 2020. (2) The aggregate number of RSUs and stock units held by each non-management director serving as at December 31, 2020 was as follows: Name Units(b)Ken Bakshi(a)37,405Total Units(b)Ken Bakshi(a)
36,907 Jorge L. Benitez 7,6286,936Stephen J. GoldSharda Cherwoo6,6876,726Richard A. Kassar
24,14023,405John L. Manley
9,3778,685Stephen K. Roddenberry
24,30723,615Paul H. Stebbins
6,9916,306(a) Includes 13,292 stock units for Mr. Bakshi, which represents stock awards he received that he previously elected to defer pursuant to our Non-Employee Director Stock Deferral Plan. (b) For a discussion of the applicable vesting terms of these RSUs and stock units, please see the table and related footnotes for each director beginning on page 74 of this proxy statement. (3) Mr. Gold retired from our Board and did not stand for re-election at the 2020 Annual Meeting. (a)Includes 13,098 stock units for Mr. Bakshi, which represents stock awards he received that he previously elected to defer pursuant to our Non-Employee Director Stock Deferral Plan.(b)For a discussion of the applicable vesting terms of these RSUs and stock units, please see the table and related footnotes for each director beginning on page 86 of this proxy statement.(4)Mr. Presby retired from our Board and did not stand for re-election at the 2019 Annual Meeting.
World Fuel Services Corporation|2020 Proxy Statement 32Director Stock Ownership Guidelines
EachAfter joining the Board, each non-management director is required to accumulate ownership in our common stock over a five-year period offive years following election to the Board, a minimum ofat least five timesthetheir annual fee for service on the Board, or$425,000, in our common stock.$425,000. All of our non-management directors, with the exception of Ms. Cherwoo, who joined the Boardonin February5,2020, have achieved stock ownership levels in excess of the amount required. Vested RSUs and stock units that a director has elected to defer until retirement are included in the calculation of whether the minimum ownership requirement has been achieved.World Fuel Services Corporation|2020 Proxy Statement 332021 PROXY STATEMENT 33 The following table sets forth certain information with respect to our current executive officers and lists their current titles. A summary of the background and experience of Messrs. Birns, Smith, Crosby, Rau and Lake are set forth in the paragraphs following the table. The background and experience of Mr. Kasbar is described above in the section titled
"Proposal“Proposal No. 1—Election of Directors."” All executive officers serve at the discretion of the Board.Name and Current Position Age Year First
Became
Executive OfficerAge Year First
Became
Executive OfficerMichael J. Kasbar
Chairman, President and Chief Executive Officer63 1995 64 1995 Ira M. Birns
Executive Vice President and Chief Financial Officer57 2007 58 2007 Jeffrey P. Smith
Executive Vice President and Chief Operating Officer58 2017 59 2017 Michael J. Crosby
Executive Vice President, Global Land55 2016 56 2016 John P. Rau
Executive Vice President, Global Aviation and Marine56 2016 57 2016 R. Alexander Lake, Jr.
Executive Vice President, Chief Legal Officer and Corporate Secretary48 2017 49 2017 IRA M. BIRNShas served as our Executive Vice President and Chief Financial Officer since April 2007. From August 2004 to March 2007, Mr. Birns served as Vice-President and Treasurer and Vice President-Investor Relations of Arrow Electronics, Inc., a NYSE company and electronics distributor. From May 2002 until August 2004, he served as Vice President and Treasurer of Arrow Electronics, Inc. Prior thereto and from 1996, he served as Treasurer of Arrow Electronics, Inc. He was Assistant Treasurer of Arrow Electronics, Inc. from 1989 to 1996. Mr. Birns is a member of the Board of Trustees of the New World Symphony of Miami, Florida.
JEFFREY P. SMITHhas served as our Executive Vice President and Chief Operating Officer since October 2017. Previously, he served as Chief Information Officer of International Business Machines Corporation
("IBM"(“IBM”) from August 2014 through May 2017, where he was responsible for global information technology("IT"(“IT”) operations, including provisioning and management of all computing devices and all software solutions required to run IBM, such asCustomer Relationship Management ("CRM")customer relationship management for sales and service andEnterprise Resource Planning ("ERP")enterprise resource planning for financials and manufacturing. Prior to joining IBM, Mr. Smith served as Chief Executive Officer of Suncorp Business Services, part of Suncorp Group Limited, from July 2010 to August 2014, and Chief Information Officer from March 2007 to July 2010. While at Suncorp, Mr. Smith was responsible for theGroup'sGroup’s technology, analytics, real estate, finance, procurement, and customer relationship, IT and business process outsourcing operations. With more than 30 years of corporate experience, Mr. Smith has also held senior executive roles in a number of companies including Telstra Corporation and Honeywell.MICHAEL J. CROSBYhas served as our Executive Vice President of Global Land since March 2016. Previously, he served as our Executive Vice President of Land Americas since April 2015. From January 2014 to March 2015, Mr. Crosby was the Chief Operating Officer of Next Generation Energy Logistics, a private equity-backed fuel and lubes distribution business, where he was instrumental in raising capital and executing the
company'scompany’s acquisition and consolidation strategy. PriorWorld Fuel Services Corporation|2020 Proxy Statement 34to that, from June 2011 to July 2013, Mr. Crosby served as President of Maxum Petroleum, Inc.
's’s industrial business, including the marine and rail segments, and as President, Commercial Fuel & Lubricants of SC Fuels Trading, LLC from July 2013 to December 2013 following its acquisition of Maxum Petroleum. From January 2009 to December 2010, Mr. Crosby served as Chief Executive Officer of Highlands Override Inc., a new business venture owned by Irving Oil Corporation, a company specializing in finished energy products. From June 2004 to December 2008, Mr. Crosby served as Chief Operating Officer at Irving Oil Corporation, prior to which he was its Chief Resource Officer from November 1999 to May 2004.34 WORLD FUEL SERVICES CORPORATION Information Concerning Executive Officers
JOHN P. RAUhas served as our Executive Vice President of Global Aviation and Marine since March 2016. Previously, he served as our Executive Vice President of Aviation from April 2014 and as our Senior Vice President of Aviation Americas from October 2011 to April 2014. From July 1995 to October 2011, Mr. Rau served as Managing Director at American Airlines, where he was responsible for the purchase and management of jet fuel, utilities, deicing fluids, and transportation, as well as management of
American'sAmerican’s supplier diversity program. From January 1987 to July 1995, Mr. Rau served as Manager of Fuel Supply and Trading at United Airlines. Prior to that, he served as UnitedAirlines'Airlines’ Operations Manager from January 1987 to November 1988. From May 1985 to January 1987, Mr. Rau was a Supply, Marketing and Distribution representative for Koch Industries.R. ALEXANDER LAKE, JR.has served as our Executive Vice President, Chief Legal Officer and Corporate Secretary since March 2017. Previously, he served as our Senior Vice President, General Counsel and Corporate Secretary since May 2010 and as our General Counsel and Corporate Secretary from January 2004 to May 2010. Prior to joining us, Mr. Lake served as Assistant General Counsel of America Online Latin America, Inc., a leading interactive service provider in Latin America. Prior to that, from September 1996 to January 2001, Mr. Lake served in private practice as a corporate attorney with the law firms of White & Case, Winston & Strawn and Curtis Mallet-Prevost, Colt & Mosle.
World Fuel Services Corporation|2020 Proxy Statement 352021 PROXY STATEMENT 35 This Compensation Discussion and Analysis is designed to provide our shareholders with a clear understanding of our compensation philosophy and objectives, compensation-setting process, and the
20192020 compensation of our named executive officers, or NEOs. As discussed in Proposal 2 of this proxy statement, we are conducting a Say-on-Pay vote this year that requests your approval, on a non-binding advisory basis, of the compensation of our NEOs as described in this section and in the tables and accompanying narrative contained below under"Executive Compensation"“Executive Compensation”. To assist you with this vote, you should review our compensation philosophy, the design of our executive compensation programs and how we believe these programs contribute to our financialperformance.performance and the achievement of our long-term strategy.For
2019,2020, our NEOs were:Name Title NameTitleMichael J. Kasbar
Chairman, President and Chief Executive Officer Ira M. Birns
Executive Vice President and Chief Financial Officer Jeffrey P. Smith
Executive Vice President and Chief Operating Officer Michael J. Crosby
Executive Vice President, Global Land John P. Rau
Executive Vice President, Global Aviation and Marine Please note that the decisions with respect to the targets and incentive compensation program described in this Compensation Discussion and Analysis were made in the normal course in early 2019 and the resulting payments were thereafter made in early 2020 for the corresponding amount. The Committee is monitoring and will continue to consider the business and financial impact of the COVID-19 pandemic on the Company, our shareholders, employees and other stakeholders in evaluating 2020 performance throughout the year and into early 2021.Executive SummaryPrinciples of our Compensation Program
Our compensation program is designed to attract and retain executives and motivate them to deliver strong financial results. We structure our compensation program to directly align our compensation levels with current and future performance that creates value for our shareholders, employees, customers and other stakeholders. As a result, a significant percentage of the total target compensation for our NEOs in
20192020 was a combination of short- and long-term performance-based equity awards such that the ultimate realizable value would be highly contingent upon our future operating results and stock price.For
2019,2020, the portion of the total target direct compensation that was variable or"at-risk"“at-risk” for our Chief Executive Officer was83%86% and averaged to71%73% for our other NEOs, reflecting our commitment to linking compensation to Company performance and strategy.World Fuel Services Corporation|TARGET COMPENSATION MIX2020 Proxy Statement 36Chief Executive Officer Average of Other NEOs 
36 WORLD FUEL SERVICES CORPORATION 
Compensation Governance HighlightsDiscussion and AnalysisWhat We DoWhat We Don't DoExecutive compensation program tied to our financial and operating performance and designed to create value forour shareholders, employees, customers and other stakeholdersUse performance measures that are aligned with business objectivesRequire minimum vesting of at least one-year under our equity planMonitor our compensation programs for risk-taking incentivesMaintain robust stock ownership guidelines applicable to executive officersMaintain rigorous stock retention requirements applicable to executive officersProhibit hedging of shares by executive officers, directors and all other employeesNo guaranteed bonusesNo tax gross upsNo excessive perquisitesNo single-trigger vesting of awards upon a change of controlNo repricing of stock optionsNo liberal share recycling under our equity planNo liberal definition of "change of control"No payment of dividends on unvested equity awardsOur Performance in
20192020In 2019, our management team continued to successfully advance our key objectives of sharpening our portfolio, driving aggressive organic growth and increasing operating leverage. We further rationalized our portfolio of businesses, exiting certain non-core business activities in our land segment, and continued to focusThe COVID-19 pandemic had a significant impact on the global economy throughout 2020, as well as on ourcore competencies, shifting towards businessescustomers in the aviation, land andopportunities that we believe are capablemarine transportation industries. Many ofproducing more ratable, sustainablethese customers experienced substantial declines in demand arising from the various measures enacted by governments around the world to contain the spread of the virus. Commercial passenger airlines andscalable profits that will ultimately deliver greater shareholder value overcruise lines were particularly impacted by thelong-term. Our marine segmenttravel restrictions and stay-at-home orders. A number of our other customers were alsoperformed exceptionally well, generating some of its strongest results in years that were largely attributable to our management's efforts to right-size the business, refine the portfolio and focus on driving stronger returns. Our technical expertise also enabled us to help customers navigate increased fuel price volatility,adversely affected by these restrictions, as well as therisks related to product availabilityextended shutdown of businesses andlogisticsschools in affected regions. Consequently, despite our overall strong financial performance through the first quarter of 2020, we subsequently experienced a sharp decline in sales volume and profitability across all of our segments thatarose as a resultcontinued throughout the balance of theimplementationyear.In response to the challenges arising from the pandemic, our CEO and executive management team took swift action to ensure the safety of our employees and other stakeholders by implementing our business continuity and emergency response plans and maximizing remote work throughout our global offices. Our employees collaborated virtually with our customers, suppliers and each other using the
International Maritime Organization's low sulfur fuel regulationsinformation sharing tools and technology thatwent into effectwe have invested in over the last several years. In addition, our CEO and executive team promptly implemented initiatives relating to, among other things, cost reduction, operating efficiencies and managing our liquidity. Specifically, our management team successfully executed onJanuary 1, 2020.a number of initiatives, including:✓ Reducing costs to better align with current economic realities and mitigate the impact of the significant decline in sales volumes and gross profit due to the pandemic; ✓ Restructuring various aspects of our operations, including rationalizing our global office footprint; ✓ Strengthening our balance sheet and sharpening our deployment of resources to significantly reduce our outstanding debt and total liabilities; ✓ Implementing processes and protocols to actively manage our receivables portfolio to minimize risk and credit losses; ✓ Completing the divestiture of our Multi Service payment solutions business (“MSTS”); ✓ Enhancing our liquidity position to enable us to repurchase our common stock and increase our quarterly cash dividend beginning in March 2021; and ✓ Making significant progress on a number of our goals and initiatives regarding Sustainability Matters in areas such as sustainability, health and safety, and diversity and inclusion. World Fuel Services Corporation|While our financial performance did not meet our original expectations for 2020,Proxy Statement 37we believe that our management’s response to the global pandemic has positioned us well for the future. We continued to serve our customers’ needs and deliver meaningful value despite the challenging operating environment. This was all while also protecting the health and safety of our employees and other stakeholders. We believe our management’s leadership during 2020 provided us with a solid foundation and the financial flexibility to invest in opportunities that can drive sustained growth and deliver long-term shareholder value.2021 PROXY STATEMENT 37 In addition, the cost disciplineCompensation Discussion andrestructuring activities that began at the end of 2017 yielded improvements in our operating leverage and market segmentation, which enabled an increase in gross profit despite a decline in volume. Our aviation segment delivered a solid increase in year-over-year results, driven by a strong contribution from government-related activity and strength in our core commercial and general aviation offerings. This was further supported by our management's focus on improving our global logistics capability, expanding our fuel operations footprint and making further enhancements to our non-fuel service offerings.All of the foregoing ultimately contributed to a significant increase in our earnings before interest, taxes, depreciation and amortization ("EBITDA") for 2019 as compared to the previous year, which resulted in our NEOs earning higher payouts under our annual incentive compensation program, consistent with our pay-for-performance philosophy.AnalysisAnnual Incentive Plan Performance Related Incentive Awards Original EBITDA performance goals were not changed during the year. Based on the extraordinary nature of the COVID-19 pandemic, coupled with the NEOs’ and our employees’ remarkable performance in navigating our company and supporting our customers through challenging market conditions, while significantly strengthening our balance sheet and liquidity position, the Compensation Committee (the “Committee”) applied discretion and determined that the performance related incentive awards were earned at 40% of target. (See page 43 for more information). Strategic Objectives The initial objectives established prior to the pandemic were appropriately reset in the first half of 2020 to prioritize initiatives considered to be critical in light of the impact of COVID-19. While the NEOs achieved substantially all of these objectives, the Committee exercised negative discretion and reduced the payout to 80% of the incentive opportunity. (See page 45 for more information). Long-Term Performance Equity: Performance Share Plan 2018-2020 PSP The Committee did not make any pandemic-related changes to our EPS growth levels under our Performance Share Plan (“PSP”) for the three-year performance period ending in 2020. In evaluating our adjusted EPS growth from 2018 to 2020, the Committee determined that the EPS performance level had been achieved for a payout of 71% of target. However, the Committee exercised negative discretion and reduced the final payout to the threshold level of performance at 50% of target. (See page 45 for more information).
The Committee did not modify the performance levels for adjusted EPS Growth for the 2019-2021 or the 2020-2022 PSP performance periods, which remain outstanding.
Say-on-Pay Vote and Shareholder Engagement
At our
20192020 annual meeting of shareholders, we sought and received approval from93.6%approximately 95% of votes cast (excluding abstentions), on a non-binding, advisory basis, of the20182019 compensation of our NEOs. We regularly engage with our shareholders to better understandbettertheir perspectives on our compensation programs. As discussed above under"Shareholder Engagement"“Shareholder Engagement” on page13,15, during20192020 we interacted with1815 of the 25 largest holders of our common stock, representing approximately50%55% percent of our shares outstanding. In the past, shareholder feedback has led to changes to our incentive compensation program, such as modifying our long-term incentive compensation program to enhance predictability and shareholder alignment in our total direct compensation for the NEOs each year through the adoption of annual grants of equity with multi-year performanceperiods.periods as well as adopting additional performance metrics.Executive Compensation Philosophy and Objectives
Pay for Performance Alignment
A guiding principle of our compensation philosophy is that the compensation of our NEOs should be closely linked with, and reasonable in relation to, the level of shareholder value created through the
Company'sCompany’s financial, operating and strategic performance. TheCompensationCommittee(the "Committee")believes thatthe use ofincentive compensation, particularly equity-based awards, together with stock ownership and retention guidelines are effective methods for motivating our executives and aligning their interests with those of our shareholders.Performance Metrics Aligned with Value Creation
Consistent with our objective of rewarding shareholder value creation, we select performance metrics that we believe, if achieved, will translate into strong financial performance both in the short- and long-term, thereby resulting in higher share prices. As a result, we principally use annual financial metrics, such as growth in our
EBITDAadjusted earnings before interest, taxes, depreciation andoperating income ("Operating Income"amortization (“EBITDA”)for key "lines of sight", or LOS,to reward our NEOs. Our long-term incentive financialmetrics consistmetric consists of three-year growth inEPS ("EPS Growth"earnings per share (“EPS”) and beginning in 2019, as modified by our return on invested capital("ROIC"(“ROIC”). In addition, to a lesser extent, we reward the NEOs’ achievement of individualperformanceobjectives aligned with our strategicobjectives thatgoals and which the Committee believes will drive long-term benefits and sustainable value. Due to the variability of business conditions within the industries in which we operate, we believe it is important that our compensation program be designed to measure and reward short-termlong-termand multi-year performance.38 WORLD FUEL SERVICES CORPORATION Compensation Discussion and Analysis
Ensuring Retention and Continued Engagement through Multi-Year Vesting Requirements
In order to promote retention of our NEOs and provide further incentive for creating shareholder value, we believe our NEOs should be required to provide services over multi-year periods in
World Fuel Services Corporation|2020 Proxy Statement 38order to vest in equity-based awards. Consequently, all of the equity awards granted to our NEOs in
20192020 vest over a three-year period.Strong Compensation-Related Corporate Governance Policies
To ensure continued alignment of compensation with Company performance and the creation of shareholder value without encouraging excessive risk-taking, our Committee has adopted strong compensation-related corporate governance policies, including the following:
Negative Discretion on Annual Compensation The Committee can use "negative discretion"“negative discretion” to reduce payouts, such as in the event of a significant disconnect between compensation and Company and individual performance.
Cap on Annual Incentive Awards
Annual cash and equity performance-based awards under our annual incentive program are subject to a maximum, which serves to limit the total direct compensation opportunity, or TDC, that can be earned by any of our NEOs.
Stock Ownership and Retention Guidelines
Our executive officers are subject to robust stock ownership guidelines. Our current stock ownership guidelines are as follows:Chief Executive Officer 7x base salary •Chief Executive Officer 7x base salary•Chief Financial Officer and 5x base salary
Chief Operating Officer5x base salary •All other executive officers 3x base salary
Furthermore, our executive officers are required to retain 50% of any net shares acquired pursuant to any equity award for three years after the shares are delivered (or until the individual ceases to be an executive officer, if earlier).
Anti-Hedging PolicyWe have a robust anti-hedging policy that prohibits all of our directors, executive officers, employees and their respective related persons from (1) engaging in hedging or monetization transactions, or any transaction that hedges or offsets, or is designed to hedge or offset, any decrease in the market value of our securities, such as prepaid variable forward contracts, equity swaps, collars and exchange funds (which we refer to as
"Hedging Transactions"“Hedging Transactions”) or (2) buying or selling of publicly traded options based on our common stock or engaging in short sales of our securities.2021 PROXY STATEMENT 39 Compensation Discussion and Analysis
The Compensation-Setting Process
Annually, the Committee reviews and assesses:
•with respect to each NEO, his responsibilities and roles with respect to overall corporate policy-making and strategy, management, operations and administration, the importance of retaining the executive and his individual performance;•recent and historical financial performance and forecasts for the upcoming years, recent stock price movements, current and expected business conditions and cost of capital; and•the nature, amounts, award terms and mix of all elements of the NEOs' compensation, both individually, for internal consistency, and in the aggregate, to ensure that our executive
● with respect to each NEO, his responsibilities and roles with respect to overall corporate policy-making and strategy, management, operations and administration, the importance of retaining the executive and his individual performance; ● recent and historical financial performance and forecasts for the upcoming years, recent stock price movements, current and expected business conditions and cost of capital; and ● the nature, amounts, award terms and mix of all elements of the NEOs’ compensation, both individually, for internal consistency, and in the aggregate, to ensure that our executive compensation programs adhere to the core principles as described above under “Executive Compensation Philosophy and Objectives.” World Fuel Services Corporation|2020 Proxy Statement 39compensation programs adhere to the core principles as described above under "Executive Compensation Philosophy and Objectives."The Committee also reviews
comprehensivea detailed historical compensation analysis to ensure that it is fully informed of all the compensation and benefits each NEO has received as an employee of the Company. This analysis includes information such as the aggregate amounts realized from prioryears'years’ compensation, the potential future payout scenarios at various levels of achievement taking into account any outstanding unearned performance-based awards, and the current value (as compared to the grant date fair value) of outstanding equity awards and of eachNEO'sNEO’s shareholdings in the Company (what some commentators call an"accumulated“accumulated wealthanalysis"analysis”). However, the Committee does not specifically use the accumulated wealth analysis as a material factor in determining theNEO'sNEO’s compensation for a given year.The Committee strongly believes that:
•value realized on prior years'● value realized on prior years’ compensation from stock appreciation is the reward for the NEO’s contribution over that period and the achievement of our long-term goals; ● reducing current year compensation because an executive has realized gains based on a desired creation of shareholder value, or otherwise giving significant weight to an accumulated wealth analysis when making decisions regarding current compensation, is counterproductive and poses an unnecessary risk to shareholder value; and ● in order to maintain the best group of executives to lead the Company, we must provide a compensation package each year that represents a fair and reasonable reward for the Company’s performance that year and the executive’s role in it. The Committee’s compensation
from stock appreciation is the reward for the NEO's work over that period and the achievement of our long-term goals;•reducing current year compensation because an executive has realized gains based on a desired creation of shareholder value, or otherwise giving significant weight to an accumulated wealth analysis when making decisions regarding current compensation, is counterproductive and poses an unnecessary risk to shareholder value; and•in order to maintain the best group of executives to lead the Company, we must provide a compensation package each year that represents a fair and reasonable reward for the Company's performance that year and the executive's role in it.
The Committee also considers the recommendations of our Chief Executive Officer with respect to the compensation of our other executive officers. Following these reviews and assessments, the Committee determines the compensation packages for each NEO. Thissetting process is subjectiveandin that it involves the exercise of discretion and judgment. While the Committee will review detailed financial models showing variations in compensation at differing levels of achievement, the Committee does not rely on a fixed formula but rather, it establishes the compensation packages based on theCommittee'sCommittee’s judgment as to what it believes is reasonable in relation to the levels of shareholder value created at each level of Companyperformance.performance and the achievement of other strategic or operational objectives. The Committee also considers the recommendations of our Chief Executive Officer with respect to setting the compensation of our other executive officers.Evaluating Compensation Program Design Using Compensation Comparison Companies
We believe
we have a uniqueour business model is unique and that there are few, if any, companies of a similar size and complexity engaged globally in our same lines ofbusiness on a global scale.business. However,in orderto ensure that the Committee has a comprehensive view of market trends in executive compensation, the Committee has approved a group of compensation comparison companies that reflects multiple aspects of our complex business model and it uses this group to benchmark our executive compensation program. In forming the group, the Committee considered companies in the industry sectors listed below, taking into account their relative financial size (with a specific focus on net income and market capitalization),andwhile maintaining a reasonable expectation that these companies will have some consistency in terms of ongoing industry sector membership.● •Asset-light demand aggregators;
● •Marine, land, and aviation services providers;
•●
Energy commodity trading organizations; ● •Freight forwarding and logistics services providers; and
•●
Wholesale diversified distributors;•
distributors.Systems/payment processing services providers.40 WORLD FUEL SERVICES CORPORATION World Fuel Services Corporation|2020 Proxy Statement 40Compensation Discussion and Analysis
The Committee used data derived from the compensation comparison companies group shown below to inform its decisions about NEO compensation including amounts, design and mix of pay components. For
2019,2020, the Committee maintained the same compensation comparison companies group as was utilized in2018.2019.2020 Comparison Companies 2019 Comparison Companies●•Anixter International Inc.
•●Noble Energy, Inc.•Arrow Electronics, Inc.
•●Owens & Minor, Inc.•Atlas Air Worldwide Holdings, Inc.
•●Performance Food Group, Inc.•C.H. Robinson Worldwide, Inc.
•●Ryder System, Inc.•Expeditors International of Washington, Inc.
•●Sysco Corporation•FleetCor Technologies, Inc.
•●Tech Data Corporation•Henry Schein, Inc.
•●United Natural Foods, Inc.•Hub Group, Inc.
•●W.W. Grainger, Inc.•J.B. Hunt Transport Services, Inc.
•●WESCO International, Inc.•Jones Lang LaSalle Incorporated
●Kirby Corporation●Landstar System, Inc.●Noble Energy, Inc.●Owens & Minor, Inc.●Performance Food Group, Inc.•●Ryder System, Inc.
●Sysco Corporation●Tech Data Corporation●United Natural Foods, Inc.●W.W. Grainger, Inc.●WESCO International, Inc.●WEX Inc.•●Kirby Corporation•XPO Logistics, Inc.
•Landstar System, Inc.Although the Committee believes comparison compensation and performance data can be useful, the Committee does not believe that any comparison group company, whose composition is based solely on our industry classification, revenues, net income and/or market capitalization, is fully reflective of the markets in which we compete for talent. Consequently, the Committee does not set the
executives'executives’ target total direct compensation, or any of the target components of such compensation, at any specific percentile of the comparison group. Rather, it considers, as part of the overall compensation discussion, base salary, as well as the target and actual short- and long-term incentive compensation of the NEOs against the 50thpercentile of the comparison group.Independent Compensation Consultant
In connection with the setting of
20192020 executive compensation, the Committee engaged and received advice and assistance from Compensation Strategies, Inc.("(“CompensationStrategies"Strategies”), its independent compensation consultant. Compensation Strategies provides services solely to the Committee and reports directly and exclusively to the Committee. The Committee has assessed the independence of Compensation Strategies pursuant to SEC and NYSE rules and the guidelines of its Charter and concluded that CompensationStrategies'Strategies’ work for the Committee does not raise any conflict of interest and that it is independent.For
2019,2020, Compensation Strategies provided assistance to the Committee as follows:•assisted in the preparation and review of quantitative analysis used in the compensation setting process;● assisted in the preparation and review of quantitative analysis used in the compensation setting process; ● assisted the Committee in developing a competitive analysis of our NEO compensation; ● provided recommendations for the 2020 compensation for our NEOs; ● performed a competitive analysis of compensation levels for non-employee directors and provided recommendations for our director compensation program; ● reviewed the Compensation Discussion and Analysis in the annual proxy statement; ● provided general advice on agreements or other documents the Committee was asked to approve; ● provided updates on regulatory developments and market trends related to executive compensation, particularly in light of the global impact of COVID-19; and ● assisted the Committee with the design of the Company’s equity plans. 2021 PROXY STATEMENT 41 •assisted the Committee in developing a competitive analysis of our NEO compensation;•provided recommendations for the 2019 compensation for our NEOs;•performed a competitive analysis of compensation levels for non-employee directors and provided recommendations for our director compensation program;
World Fuel Services Corporation|2020 Proxy Statement 41•reviewed theCompensation Discussion and Analysis
in the annual proxy statement;•provided general advice on agreements or other documents the Committee was asked to approve;•provided updates on regulatory developments and market trends related to executive compensation; and•assisted the Committee with the design of the 2020 Omnibus Plan.
World Fuel Services Corporation|2020 Proxy Statement 42Elements of Compensation
The Committee uses a variety of compensation elements to establish individual compensation programs for each of
itsour NEOs. The table below sets forth the compensation elements that the Committee uses in its programs and the objective of each of these elements.Compensation Element Objective Key Features Frequency/Payable Base Salary ●Provide cash compensation for performing management job responsibilities●Based on an individual’s experience, tenure and capacity for growth●Semi-monthly in accordance with our regular payroll practicesAnnual
Incentive
ProgramAnnual
Performance-
Related Incentive
AwardsPaid in Cash
and Equity●Measure annual performance●Motivate and reward management’s achievement of financial metrics●Payout is split between cash and equity to provide a direct link with long-term growth●Earned based upon achievement of EBITDA performance●Equity awarded in form of restricted stock units (“RSUs”) once earned with multi-year ratable vesting●Paid in March of the next year●Cash included in the summary compensation table (“SCT”), for the year earned, while equity is included in the SCT in the year issued (i.e., for the year after it is earned)Strategic
Objective Cash
Incentive Awards●Measure annual performance●Motivate and reward management’s achievement of strategic goals that contribute to the Company’s long-term growth and operational excellence●Rewards achievement of pre-established performance goals tied to operational and strategic objectives●Paid in March of the next year, but included in the SCT for the year it was earnedLong-Term
Performance
EquityPerformance
Share Plan●Reward multi-year growth in EPS, as modified by our ROIC●Provide an overlay to core annual incentive compensation program to reward long-term increases in shareholder value●Directly align management and shareholder interests●Payable in performance-based Stock-Settled Stock Appreciation Rights (“SSARs”) or RSUs, as determined by the Committee●Earned based on three-year EPS Growth, as modified by our ROIC, with cliff vesting on the third anniversary of grant date●For Performance SSARs, the exercise price is equal to our grant date closing price or some premium thereto, such that once earned, the award only has value to the NEO to the extent that our stock price appreciates●Granted annually with a three-year performance period●Included in the SCT in the year issued (although determination as to whether or not it is ultimately earned occurs at end of the performance period)
In addition to the compensation elements set forth above, the Committee may grant additional equity awards, including sign-on awards, special retention awards or other discretionary awards from time to time. The Committee uses these awards to attract, reward, incentivize and retain key executives that it believes are integral to our overall long-term success, as well as to promote business continuity, drive achievement and growth and ensure proper focus on achieving our long-term strategic objectives.
42 WORLD FUEL SERVICES CORPORATION World Fuel Services Corporation|Table of Contents2020 Proxy Statement 43Compensation Discussion and Analysis
Table of ContentsOverviewOverviewIn 2019, theThe Committee used each of the compensation elements described abovein establishingto establish the 2020 executive compensation programs forMessrs. Kasbar, Birns, Smith, Crosby and Rauour NEOs and determined the amounts that could be earned for each of these elements in accordance with our pay-for-performance philosophy. Base salary was the only fixed portion of theNEOs'NEOs’ total direct compensation. The remainder of thedirectcompensation for our NEOs was variable and designed toreward: (1)reward each of our NEOs forachievingachieving: (1) specified levels of EBITDA, EPS and ROIC, and (2)each of our NEOs for achievement ofstrategic operational and organizational objectives that the Committee believeswouldcan contribute toour long-termsustainable growthand (3) for Messrs. Crosby and Rau, for achieving specified levels of Operating Income in their respective lines of sight.over the long term.For
2019, the Committee continued the performance-based components of our annual incentive program that were first introduced in 2018. Specifically,2020, the Committee continued the use of targeted levels of EBITDAwhich wefor the performance-based component of our annual incentive program. We define EBITDA as income from operations, excluding the impact of depreciation and amortization and adjusted for non-operational items as appropriate,for the annual incentive program.such as those associated with acquisition-related charges and restructuring-related costs. The Committee decided thatbased on our current strategic focus,EBITDA was the appropriate metric as it is a better indicator of ourbusiness'business’ financial performance andeach NEO can more directly impact the result. Further, itis aligned with the metrics being provided to our investors as measurements of our current and future operational success.Threshold, target and maximum levels were set based on the achievement ofHowever, compensation for specified levels ofgrowthEBITDA Growth inEBITDA over2020 was weighted more heavily towards theprevious year as well as our internal budgets. While each of theseperformancelevels were based on EBITDA, the Committee intended, and did, adjust the actual results for items that are considered to be non-operational and are not representativeof our core businesses and compensation for EBITDA Growth of our non-core businesssuchactivities was limited and subject to a cap. Furthermore, in order to foster a culture of collaboration with a shared focus and commitment, the Committee determined that it would utilize EBITDA asthose associated with acquisition-related chargesthe performance metric for all of our NEOs’ annual incentive programs in 2020, including Messrs. Crosby andrestructuring-related costs.Rau, who are primarily responsible for specific operating lines of sight.The Committee also
continuedchose toutilizecontinue its use of the PSP as a multi-yearPerformance Share Program ("PSP") in the form of Performance SSARs toincentive compensation program that would serve as an overlay to the core annual compensationprogram. Asprogram and drive long-term growth inprior years, this long-term incentive wasadjusted EPS (“EPS Growth”). Under the PSP, executives are granted an opportunity to earn a fixed-dollar target award of equity which is issued at the beginning of the three-year performance period. The PSP, granted in the form of RSUs for 2020, would be earned based on the level of EPS Growth achieved in 2022, the end of the three-yeargrowth in EPS. However, due in part on our shareholder engagement initiatives, including conversations with investors, the Committee decided to alter the PSPperformancemetricperiod, as modified byaddingour ROICas a modifierto adjust, positively or negatively, the number ofPerformance SSARs earned from EPS Growth during the performance period at each level of EPS.RSUs earned. The Committee believes that whilegrowth inEPS Growth reflects execution oftheour strategy to growthe Company,earnings, ROIC measures the efficiency with which our NEOs allocate capital resources to drive that growth, taking into account the quantity of earnings, the quality of earnings and investments that drive sustainable growth.Base Salary
Base salary is the only fixed portion of our compensation program for our NEOs. The base salary for each NEO is based on various factors, including position, responsibility, experience, tenure and capacity for growth. In
March 2019,the beginning of 2020, the Committee reviewed the base salaries for our NEOs and determined to increase Mr.Rau'sKasbar’s salaryby $50,000from $900,000 togradually$1,000,000 to make his compensation more competitive with industry levels and to reflect his experience, tenure and contribution to the Company.No other changesHowever, due toNEO base salaries were made in 2019.the subsequent onset of the COVID-19 pandemic, Mr. Kasbar declined the salary increase.Annual Incentive Program
The
Committee'sCommittee’s design of the annual incentive compensation program is intended to promote investments in near-term and long-term growth opportunities, as well as motivate and reward annual performance. As such, the annual incentive program for each of Messrs. Kasbar, Birns, Smith, Crosby and Rau consisted of a mix of performance-based incentive awards based on annual EBITDAgrowthWorld Fuel Services Corporation|2020 Proxy Statement 44and, for Messrs. Crosby and Rau, also growth in Operating Income for their respective lines of sight.Growth as described above. Each NEO was also provided the opportunity to earn a strategic objective cash incentive award based on theindividual'sindividual’s performance against certain strategic operational and organizational objectives.Performance-Related Incentive Awards – Company Profitability
In
2019,2020, our performance-related annual incentive awards were structured so that theyarealigned all of our NEOs with a singular focus on driving growth in our core businesses and continuing to enhance operating efficiencies to improve scalability and reduce cost. Accordingly, eachNEO's responsibilities. Accordingly, Messrs. Kasbar, Birns and Smith'sof our NEOs’ incentive compensation was based on growth in our EBITDAgrowth(“EBITDA Growth”) at the consolidatedlevel. The Committee believes that this metric is appropriate because Messrs. Kasbar, Birnslevel, with a heavier weighting towards growth in our core businesses andSmith have roles that directly affectthestrategic direction oftarget set at stretch levels over theCompany and our overall performance on a consolidated basis. For Messrs. Crosby and Rau, who each individually oversee a component of our operations, the Committee decided to award a portion of their performance-related incentive award based on EBITDA achievement and a portion based on the Operating Income for select lines of sight for which they have responsibility and for which the Committee believes they can impact achievement levels.previous year. As in prior years,
the performance-relatedthis incentive awardfor 2019was payable in cash and equity with the Committee establishing threshold levels at which each component would begin to beearned.earned based on the EBITDA performance of our core businesses and, to a lesser extent, our non-core business activities. The Committee then established the amount of cash and equity thatwouldcould be earned at the target and maximum performance levels.The Committee believes that awarding a portion2021 PROXY STATEMENT 43 Compensation Discussion and
encourages executive decision-making that maximizes value creation over the long-term and leads to share price appreciation.AnalysisIn March of the
subsequentfollowing year, the Committee determines the extent to which the level offinancialEBITDA performance was achieved and thereafter the dollar value of any cash or equity earned by each NEO. In the event thatgrowthEBITDA Growth falls anywhere between the specified performance levels, linear interpolation is applied to determine the appropriate payout. The amount of equityawardedgranted is calculated by dividing the dollar amount earned by the NEO for EBITDA Growth by the closing price of our common stock on the NYSE on the date of issuance in March of the year following the performance year. Once issued, the equity vests ratably inequalannual installments over the following three years, beginning on the first anniversary of the grant date. The Committee believes that awarding a portion of the annual performance-related incentive award in equity that vests over time once earned further aligns our NEO’s interests with the interests of our shareholders and encourages executive decision-making that maximizes value creation over the long-term and leads to share price appreciation.For 2019,In early 2020, the Committee established the following threshold, target and maximum opportunities for our performance-related incentive awards and the amounts that would be paid in cash and equity. As in prior years, the Committee chose to use RSUs for the equity portion of the annual performance-related incentive award rather than restricted stock based on tax considerations.World Fuel Services Corporation|Bonus Opportunity – EBITDA2020 Proxy Statement 45Company Profitability
Bonus Opportunity – EBITDA
NEO
Threshold Target Maximum
Kasbar
Equity $ 100,000 $ 600,000 $ 3,492,500
Cash 70,000 900,000 2,857,500
Total 170,000 1,500,000 6,350,000 Birns
Equity 50,000 240,000 1,430,000 Cash 40,000 360,000 1,170,000 Total 90,000 600,000 2,600,000
Smith
Equity 50,000 240,000 1,430,000
Cash 40,000 360,000 1,170,000
Total 90,000 600,000 2,600,000 Crosby
Equity 50,000 200,000 965,000 Cash 100,000 300,000 785,000 Total 150,000 500,000 1,750,000
Rau
Equity 50,000 200,000 965,000
Cash 100,000 300,000 785,000
Total 150,000 500,000 1,750,000 NEO Threshold Target Maximum Michael J. Kasbar Equity $ 150,000 $ 800,000 $ 4,675,000 Cash 225,000 1,200,000 3,825,000 Total 375,000 2,000,000 8,500,000 Ira M. Birns Equity 50,000 300,000 1,650,000 Cash 75,000 400,000 1,350,000 Total 125,000 700,000 3,000,000 Jeffrey P. Smith Equity 40,000 240,000 1,430,000 Cash 60,000 360,000 1,170,000 Total 100,000 600,000 2,600,000 Michael J. Crosby Equity 70,000 300,000 1,540,000 Cash 105,000 400,000 1,260,000 Total 175,000 700,000 2,800,000 John P. Rau Equity 70,000 300,000 1,540,000 Cash 105,000 400,000 1,260,000 Total 175,000 700,000 2,800,000 The Committee then determined the performance levels of EBITDA at which the performance-related incentive awards could be earned by our NEOs, beginning with our income from operations for our core and non-core business activities calculated in accordance with generally accepted accounting principles, or GAAP, excluding depreciation, amortization and adjusting for non-operational items to the extent deemed appropriate by the Committee.
The following total EBITDA performance levels for
20192020 were set pre-pandemic and based primarily on growth in our core businesses over the previous year and ourinternal budgets, with the threshold, target and maximum performance levels representing significant growth over the previous year.Performance Level
EBITDA
(millions) Threshold
$
364.2Target
$
373.8
Maximum
$
467.3 Line of Sight ProfitabilityFor each of Messrs. Crosby and Rau, a portion of their performance-related incentive award was also based on the Operating Income of select parts of our business for which they had responsibility. For Mr. Crosby, this amount was based on the Operating Income of our government-related physical operations ("Physical Operations LOS") and the Operating Income of our land segment, excluding our payment processing operations and Physical Operations LOS ("Land LOS"). For Mr. Rau, this amount was based on the combined Operating Income of our marine segment and our aviation segment, excluding our payment processing operations and Physical Operations LOS ("Aviation/Marine LOS").World Fuel Services Corporation|2020 Proxy Statement 46For 2019, the Committee set the following threshold, target and maximum cash bonus opportunities for the Operating Income of Messrs. Crosby's and Rau's respective lines of sight.
Bonus Opportunity – Line of Sight Operating Income
NEO
Threshold Target Maximum
Crosby
Land $ 75,000 $ 350,000 $ 900,000
Physical Operations 50,000 100,000 300,000
Total 125,000 450,000 1,200,000 Rau
Aviation/Marine 200,000 450,000 1,200,000 The Committee established the threshold, target and maximum performance levels for each line of sight based on ourconfidential operating plan.The threshold was setAs discussed above, theprior year'spayout at each level of performancewhilewas heavily weighted towards the financial performance of our core businesses, with the target levelrepresentedrepresenting significantgrowth andEBITDA Growth, while the maximum performance level was intended to be extremely challenging, representing extraordinary annual growth. The payout resulting from EBITDA Growth in our non-core business activities meanwhile, was limited and subject to a cap.Performance Level EBITDA Threshold $ 368.9 Target $ 431.9 Maximum $ 555.4 44 WORLD FUEL SERVICES CORPORATION Compensation Discussion and Analysis
Strategic
ObjectivesAs part of
itsthe annual incentive program, the Committee also rewards NEOs based on the achievement of certainstrategicobjectives that support key strategic and operational areas of focus for the year.In 2019, these objectives related to a number of Company initiatives, including sharpening the portfolio, digitizing the business to, among other things, enhance the customer experience and increase efficiencies, developing talent and fostering a culture of innovation, as well as driving operational efficiencies and increasing operating leverage.The Committee sets the maximum cash incentive at the beginning of the year and determines in March of the following year the percentage of cash compensation that will be awarded based on eachNEO'sNEO’s individual achievement of their respective objectives.For
2019,2020, each NEO’s strategic objectives initially related to key Company initiatives in areas such as enhancing various end-to-end processes to drive efficiency and scalability, as well as further developing our talent management practices that drive our performance culture. However, shortly after the onset of the COVID-19 pandemic, these objectives were reset to better reflect our priorities in light of the crisis. The modified objectives were the same for all of the NEOs and focused on areas such as the health and safety of our employees, cost management, restructuring our operations to improve operational effectiveness, and enhancing our cash position and available liquidity.For 2020, the Committee set the following maximum cash incentive for each NEO based on the
Committee'sCommittee’s review of the objectives as whole and each individualNEO'sNEO’s contribution to achieving those objectives.NEONEO
Maximum Cash IncentiveMichael J. Kasbar $ Kasbar$ 750,000800,000 Ira M. Birns Birns300,000 Jeffrey P. Smith 300,000 Michael J. Crosby Smith300,000350,000 John P. Rau Crosby150,000Rau150,000350,000Long-Term Incentive Program
Performance-Based Share PlanAs discussed above, the Committee
utilizedused the PSP equity award in20192020 based on the achievement of adjusted EPS Growth during the three-year performance period ending in 2022, as modified by our ROIC, in order to incentivize long-term growth.UnderThese performance metrics align with our strategic focus of driving sustainable growth, efficiently using our available capital and increasing the value of our common stock for shareholders.For 2020, the Committee reviewed the structure of the PSP
executives are granted an opportunity each yearprogram and concluded that it would return toearn a fixed-dollar target awardutilizing RSUs as the form of equity(the "PSP Opportunity") which is issued atgranted rather than SSARs as it had done in thebeginning of a three-year performance period. Theprevious two years. After reviewing market data and in consultation with the Committee’s compensation consultant, the Committee also decided to increase the target level compensation under the PSPOpportunity can be earned based on the achievement of a specified level of EPS Growth, as modified by our ROIC,forthe three-year performance period beginning January 1st of the first year of the performance period and ending on December 31st of theWorld Fuel Services Corporation|2020 Proxy Statement 47third year of the performance period. The corresponding payout for the level of EPS Growth achieved will then be modified upwards or downwards within a specified range based on our ROIC over the same three-year performance period.The PSP award is designedcertain NEOs to provideour executivesa total direct compensation opportunity in line withappropriate incentives to balance the objectives of maximizing earnings with a minimum amount of dilution, while at the same time ensuring an effective use of our capital resources. Once a three-year performance metric is set, it cannot be changed. At the beginning of the year following the end of the three-year performance period, the Committee will determine the level of EPS Growth achieved based on our financial results, and the corresponding payout will then be modified upwards or downwards within the specified range based on our ROIC percentage for the same three-year performance period. The executive will thereafter be delivered any earned equity in March of the year following the performance period.Similar to 2018, the Committee utilized Performance SSARs in 2019 rather than RSUs. The exercise price of the Performance SSARs was set at $29.68 per share, which was the closing stock price on the grant date. The PSP Opportunity was then divided by the fair value of the Performance SSAR on the date of the award (based on Black Scholes) to calculate the number of SSARs to be issued.industry levels. The Committee determined the threshold, target, excellence and maximum EPS Growthperformancelevels for thethree-year2020 – 2022 performanceperiod commencing on January 1, 2019 and ending on December 31, 2021, as modified by our ROIC over thatperiod based on our internal targetswith theand confidential operating plan. The maximum performance was set at a level that could only be attained when applicable results are exceptional and justify the higher bonus payout.Once earned, the applicable number of earned Performance SSARs would vest in March 2022, the third anniversary of the grant date, and expire in March 2024, the fifth anniversary of the grant date.The Committee believes that this layering approach to long-term equity (1) is consistent with the practices of our compensation comparison companies and the broader market and (2) provides executives a consistent and continuous incentive to focus on our long-term growth in EPS and to share in increases in our market value, while maintaining effective use of our capital resources. For
2019,2020, the PSPOpportunityopportunity and the target number ofPerformance SSARsRSUs granted by the Committee to each of our NEOs is as set forth below.Performance-based Share Plan
Performance RSUs NEO Target Grant Date Dollar Value Target Number of RSUs Michael J. Kasbar $ 1,700,000 74,989 Ira M. Birns 700,000 30,878 Jeffrey P. Smith 500,000 22,056 Michael J. Crosby 350,000 15,439 John P. Rau 450,000 19,851 2021 PROXY STATEMENT 45
Performance SSARs
NEO
Target Grant Date Target Number
Dollar Value of Performance SSARs Kasbar
$ 1,000,000 109,290
Birns
500,000 54,645 Smith
500,000 54,645
Crosby
300,000 32,787 Rau
300,000 32,787 Compensation Discussion and Analysis
The Committee then established the
following EPS GrowthROIC performancelevels. Thelevels that would be utilized to adjust the number ofPerformance SSARsRSUs that would be earned within the ranges set forth below in respect of the level of EPSGrowthachieved for thethree-yearperformanceperiod will be adjusted upwards or downwards within the ranges set forth below based on our ROIC percentage for that period:Performance LevelPayout(% of target)Threshold40% - 60%Target80% - 120%Excellence120% - 180%Maximum160% - 200%period. In the event that
growthperformance falls anywhere between the foregoingperformancelevels, linear interpolationwill beis applied to determine the appropriate payout.Performance Level Payout (% of target) Threshold 40%–60% Target 80%–120% Excellence 120%–180% Maximum 160%–200% World Fuel Services Corporation|2020 Proxy Statement 48Additional Equity AwardsDuring the evaluation of our NEO's 2019 compensation, the Committee determined to provideAs additional incentivefor Mr. Kasbarto drive shareholder value andlong-term sustained growth and awarded Mr. Kasbar a service-based SSAR award. The Committee concluded that such incentive would be appropriate to effectively motivate, reward and retain Mr. Kasbar whilefurtheraligningalign his interests with that of ourshareholders. Consequently, in March 2019,shareholders, the Committee also granted Mr. Kasbar service-based SSARswithin March 2020 as part of his long-term incentive compensation program. The SSARs have a grant date fair value of $1,000,000which vestsand an exercise price equal to our closing stock price on the date of grant. The SSARs vest on the third anniversary of the grant date andexpiresexpire on the fifth anniversary of the grant date. For more information aboutthethese SSARs, see the"Grants“Grants of Plan-BasedAwards"Awards” table below.Determining
20192020 Performance ResultsIn early March
of 2020,2021, the Committeedeterminedreviewed our financialmetrics achievedperformance for 2020 and the extent to whicheach ofour NEOs achieved their strategic objectives.As partIn determining how to address the impact ofthis determination,the pandemic on the 2020 executive compensation program, the Committeecould usetook into consideration itsdiscretionstated philosophy that compensation should align executives’ interests with those of shareholders and incentivize executives todetermine on a case-by-case basis the extent to which recognition or charges to EBITDA or Operating Incometake actions that areto be included or excluded from the determination of the performance level achieved. For example, the Committee could adjust for non-operational itemsin our short- andone-time benefits that the Committee does not believe reflect our on-going business or the efforts of the NEOs. In addition, the Committee could exercise negative discretion on the prescribed incentive awards in accordance with the terms of the 2016 Omnibus Plan, as it deemed appropriate.Annual Incentive AwardsCompany Profitability.The Committee evaluated our 2019 actual financial results and decided, consistent with the foregoing, to make adjustments for certain non-operational items, such as those associated with acquisition-related charges and restructuring-related costs, whichlong-term best interest. Furthermore, the Committee believeddid not adequately reflectthat its pay-for-performance philosophy required theon-going businessuse of a balanced approach to incentive compensation that took into consideration the enormous effort and operational excellence the NEOs demonstrated during the COVID-19 crisis.In evaluating our 2020 financial performance, the Committee considered the significant impact the pandemic had on our customers and the overall global economy, which adversely affected our results of operations for 2020 in a manner that could not have been anticipated in the beginning of the
Company or economic trends. Basedyear when the compensation targets were set. Despite these impacts onthe foregoing evaluation,our business, the Committee determined that not paying any bonus in respect of the annual incentive program would not be appropriate given the extraordinary work done by the executives and all of our employees to guide the Company through the complex operating environment and significant challenges that arose throughout 2020.In coming to this conclusion, the Committee acknowledged that the NEOs’ achievements during the year deserved recognition beyond the quantitative result implied by our financial performance in 2020. Specifically, the NEOs:
● Ensured the safety of our employees by implementing our business continuity and emergency response plans in alignment with mandates from local authorities; ● Took swift action to reduce our costs, including instituting a hiring freeze, travel restrictions and reducing professional fees, marketing expenses and other similar costs; ● Rationalized our global office footprint by transitioning select offices to smaller or more cost-effective locations or in certain locations, to a permanently remote workforce; ● Strengthened our balance sheet and generated more than $600 million of cash flow from operations, which enabled us to reduce our outstanding debt such that we were in a net cash position at the end of 2020; ● Proactively managed customer credit risk in the volatile operating environment; ● Successfully executed the sale of MSTS despite the significant volatility in the financial markets, resulting in gross cash proceeds at closing of approximately $300 million; and ● Achieved a number of the initial goals we set in our sustainability journey, including publishing our inaugural Sustainability Report, establishing our carbon footprint for 2019 and taking actions that made our global operations carbon neutral for that year. 46 WORLD FUEL SERVICES CORPORATION Compensation Discussion and Analysis
Incentive Program Metrics Performance Results Annual Incentive
ProgramCompany Profitability –
EBITDA GrowthThe Company’s EBITDA Growth did not meet the threshold level of performance. Strategic Objectives The NEOs had successfully accomplished substantially all of the specified objectives despite the challenging business conditions. Long-Term
Incentive
ProgramAdjusted EPS Growth
Annual Incentive Awards
Company Profitability.
The Committee reviewed our 2020 EBITDA performance and determined that our EBITDA Growth did not meet the threshold level of performance. However, the Committee believed it was appropriate to conduct a holistic assessment of management’s performance
was abovein 2020 based on the NEOs’ significant accomplishments despite the pandemic. After evaluating their performance, the Committee decided, in consultation with its compensation consultant, that the NEOs were deserving of a payout higher than the formulaic results of the incentive award.Accordingly, the Committee exercised discretion and determined that the EBITDA performance related incentive award would pay out at 40% of target,
level, totaling $409.2 million, or 109%with half oftarget. Assuch amount payable in cash and the remainder payable in the form of RSUs, subject to ratable service-based vesting over aresult,three-year period. The Committee believes this payout is reasonable when weighing the impact of COVID-19 on our financial performance in 2020 with the exceptional achievements of the management team despite the challenges arising from the crisis.Accordingly, our NEOs received the following payouts under the cash and equity portions of the annual incentive awards:
2020 Annual Incentive Award Payout EBITDA NEO Cash Equity* Michael J. Kasbar $ 400,000 11,192 Ira M. Birns 140,000 3,918 Jeffrey P. Smith 120,000 3,358 Michael J. Crosby 140,000 3,918 John P. Rau 140,000 3,918
2019 Annual Incentive Award Payout EBITDA
NEO
Cash Equity* Kasbar
$ 1,868,903 80,815 Birns
734,614
31,766
Smith
734,614
31,766
Crosby
535,629
20,391
Rau
535,629
20,391
*The equity portion was issued on March 15, 2020 in the form of RSUs that vest ratably on the first, second and third anniversaries of the grant date to further align the interests of our NEOs and our shareholders.
* The equity portion was issued on March 15, 2021 in the form of RSUs that vest ratably on the first, second and third anniversaries of the grant date to further align the interests of our NEOs and our shareholders. Strategic Objectives.
Line of Sight Profitability.The Committee also reviewed the NEOs’ actions in respect of the modified strategic objectives for 2020 and determined that
(i)theOperating Income forNEOs had successfully accomplished substantially all of theAviation/Marine LOS was betweenspecified objectives despite thetarget and maximum level, (ii) the Operating Income for the Physical Operations LOS exceeded the maximum level and (iii) the Operating Income for the Land LOS did not meet the threshold level. Consequently, for this component of Messrs. Crosby and Rau's annual performance-based cash incentive awards, Mr. Crosby earned the maximum of $300,000 for theWorld Fuel Services Corporation|2020 Proxy Statement 49Physical Operations component and zero for the Land component and Mr. Rau earned $612,319 for the Aviation/Marine component.Strategic Objectives.The NEOs were successful in accomplishing several of their 2019 objectives, including successfully divesting of certain non-corechallenging businessactivities, digitizing several aspects of our back office functions to improve efficiencies and reduce cost, launching the myWorld portal in several lines of business to allow customers to manage their fuel purchases online using automated functionality, and expanding our talent development program through, among other things, the implementation of various rotational and internship opportunities.conditions. However, the Committeedeterminedconcluded thatthe strategic objectives had not been fully accomplished to some degree by each of the NEOs. Accordingly, the Committee decided toit would exerciseitsnegative discretionby reducing the value ofto payout the strategic objective cash incentive awards at 80%, such that Mr. Kasbar received$525,000, Mr.$640,000, Messrs. Birns and Smith each received $240,000,Mr. Smithand Messrs. Crosby and Rau each received$195,000, Mr. Crosby received $82,500$280,000.2021 PROXY STATEMENT 47 Compensation Discussion and
Mr. Rau received $120,000.AnalysisLong-Term Incentive Awards
Performance Share Plan.The20192020 financial year was the final year of the three-year performance period for the PSP award granted toMessrs. Kasbar, Birns, Crosby and Rauour NEOs in20172018 (the"2017 PSP"“2018 PSP”). The 2018 PSP had been issued in the form of performance-based SSARs and the exercise price of the SSARs was set at a fifteen percent (15%) premium to the closing price of our common stock on the date of grant. The Committeedetermined thatdid not make any pandemic-related changes to the EPS Growth performance levels for the2017 PSP, including adjustments2018 PSP.In determining our EPS Growth for 2020, the Committee adjusted our EPS for non-operational items such as acquisition-related charges, restructuring-related costs, discrete tax items and gains or losses on business dispositions or extinguishment of
debt, had been met between the threshold and target levels as set forth below:
Performance Level
EPSThreshold
$ 2.61 Target
$ 2.90 Maximum
$ 3.39 Actual
$ 2.79 Consequently,debt. As a result, the Committee determined that EPS Growth had been achieved such that the NEOshad earned 81%would earn a payout equal to 71% of theRSUstarget number of SSARs. However, taking into consideration the challenges facing the business, the Committee determined that it would exercise negative discretion and reduce the final payout to the threshold performance level at 50% of target as set forth below.Performance Level Adjusted EPS 2018 PSP SSARs Earned Threshold $ 2.24 50% of Target Target $ 2.41 100% of Target Maximum $ 2.79 200% of Target 2020 Result $ 2.31 71% of Target Final Payout after Negative Discretion 50% of Target In addition, Mr. Smith had previously been granted a performance-based RSU award with a target grant date fair value of $1,500,000 in connection with his appointment as Executive Vice President and Chief Operating Officer in October 2017 (the “Smith Performance RSU”). The vesting of the Smith Performance RSU was based on the same three-year performance period and EPS Growth metrics applicable to the 2018 PSP. Accordingly, the Committee applied the same adjustments to EPS Growth as the 2018 PSP and exercised negative discretion to reduce the ultimate payout of the Smith Performance RSU to the threshold level of performance. See “Outstanding Equity Awards at Fiscal Year-End” beginning on page 54 of this proxy statement for additional information about these awards.
The Committee did not make any changes or adjustments to the performance levels required under the
20172019 – 2021 PSP awards or the 2020 – 2022 PSP awards.TheFurthermore, since the three-year performance periods forthe 2018 and 2019these PSP awards have not yet passed,therefore,the Committee did not make a determination with respect to our EPS Growth for those awards.Special Recognition Award
From time to time, the Committee uses special awards to recognize extraordinary performance not previously contemplated at the beginning of the compensation setting process. For 2020, the Committee considered Mr. Birns’ efforts in significantly improving our liquidity profile during the challenging and uncertain times brought on by COVID-19 through, among other things, successfully completing the sale of MSTS, managing our credit exposures to minimize losses, as well as restructuring certain of our financing facilities to provide more favorable terms. As a result, the Committee awarded Mr. Birns in March 2021 a one-time discretionary award of $200,000 payable in cash and $200,000 in the form of RSUs, which vest ratably in annual installments over a three-year period.
Employee Benefits and Executive Perquisites
We provide only standard employee benefits and limited perquisites to our NEOs. These are described below and reflected in the
"All“2020 All OtherCompensation" column of the "Summary Compensation Table"Compensation” table and the accompanyingfootnote.footnotes. The total amount of employee benefits and executive perquisites provided to the NEOs during20192020 represents only a small percentage of eachNEO'sNEO’s total compensation and are comprised of those benefits which we believe are necessary to attract and retain executives. We believe that these benefits and perquisites are competitive in our industry and consistent with our overall compensationphilosophyWorld Fuel Services Corporation|2020 Proxy Statement 50Table of Contentsphilosophy.Retirement and Deferred Compensation
We maintain the World Fuel Services Corporation 401(k) Profit Sharing Plan, or our 401(k) Plan, to enable eligible employees to save for retirement through a tax-advantaged combination of elective employee contributions and our matching contributions. The 401(k) Plan allows eligible employees, including our NEOs, to elect to contribute a percentage of their eligible compensation on a pre-tax basis, up to the maximum dollar amounts permitted by law. In
2019,2020, the maximum employee elective contribution to the 401(k) Plan was$19,000,$19,500, plus an additional$6,000$6,500 for employees who were at least 50 years old in2019.2020. For2019,2020, we matched 50% of the first 6% of eligible compensation that each eligible participant elected to contribute to the 401(k) Plan.48 WORLD FUEL SERVICES CORPORATION Compensation Discussion and Analysis
We do not maintain any pension, supplemental executive retirement plan or other defined benefit retirement plans for our NEOs. However, we do permit that our NEOs participate in the non-qualified deferred compensation plan, or NQDC, that we offer to other senior employees based in the United States
("(“U.S."”). As discussed under"Non-Qualified“Non-Qualified DeferredCompensation"Compensation” later in this proxy, pursuant to the NQDC, participants may defer up to 75% of their base salary and up to 90% of any annual bonus, on a pre-tax basis, and an additional amount equal to any"excess contributions"“excess contributions” that are refunded to them from the 401(k) Plan. We do not match any participant deferrals under the NQDC. During2019,2020, only Mr. Smith contributed to the NQDC.In addition, Mr. Kasbar also has a deferred compensation balance which arose as a result of his prior employment agreement that provided that any bonus payable to him that would not be deductible under Section 162(m) of the Code
("(“Section 162(m)"”) for the year earned would be deferred until a fiscal year in which it would be deductible. Payment of the deferred bonus would be made in all events in the year in which Mr.Kasbar'sKasbar’s employment terminates or the employment agreement expires. Any amount deferred in this manner is being credited with interest at the prime rate as published in the Wall Street Journal.Other Benefits and Perquisites
Our NEOs are eligible for the same health and welfare benefits as are available to all our eligible employees during active employment. These benefits include medical, dental, vision, short- and long-term disability,
andterm life insurance and accidental death and dismemberment coverage. Our NEOs also receive additional individual disability insurance coverage and are eligible foradditionalexecutive life insurance coverage. We pay the entire cost of coverage of the term life insurance and executive life insurance, as well as short-term disability for our NEOs, and for Messrs. Kasbar and Birns, a portion of the cost of coverage for medical and dental insurance. Additionally, Messrs. Kasbar, Birns, Crosby and Rau arealsoprovided with a country club membership to be used for business entertainment purposes and to facilitate business meetings. Mr. Smith wasalsoprovided relocation servicesfor a period of two yearswhen he joined the Company in November 2017 and transitioned to our headquarters in Miami,Florida.Florida, which ended in 2020.Our Committee believes that it is important to protect our intellectual capital.
Accordingly,However, we do not have an employment agreement with any of our NEOs except for Mr. Kasbar, which has been in place since 2008. Rather, our other NEOs are parties to severance agreementsand anor participate in our executive severance policywith respect to our NEOsthat provide consideration for, and thus ensure the effectiveness of, important non-compete and other restrictive covenants and consulting obligations applicable under suchagreements or policyarrangements following termination of employment. The Committee believes that these arrangements serve to encourage the continued attention and dedication of the executives to their assigned duties and mitigate the uncertainty and questions a potential change of control may raise among executives. The Committee also believes these arrangements are appropriate and necessary to attract and retain these executives.World Fuel Services Corporation|2020 Proxy Statement 51Our Committee generally views the potential payments and benefits payable under a termination or change of control scenario as a separate compensation element because such payments and benefits are not expected to be paid in a particular year and serve a different purpose for the executive than other elements of compensation. Accordingly, those payments and benefits do not significantly affect decisions regarding other elements of compensation. See
"Potential“Potential Payments upon Termination of Employment or Change ofControl"Control” beginning on page6056 of this proxy statement for a discussion of these arrangements and certain compensation and benefits that will be provided in the event of the termination of the employment of our NEOs.Our equity grant policy provides that equity grants made to NEOs related to prior year performance will be effective on March 15 of each year. Retention, promotion and performance share awards are typically granted in March of each year on the 15th or 31st. Annual grants of equity awards to directors are made on the date that the director is elected or re-elected to the Board. Grants made to new hires or existing employees (excluding executive officers) are made effective on one of the following quarterly dates per year: February 10, May 10, August 10 and November 10.
Under the terms of the 2016 and 2020 Omnibus
Plan,Plans, we are not permitted to cancel outstanding stock options or SSARs for the purpose of re-pricing or otherwise replacing or re-granting such options or SSARs with an exercise or conversion price that is less than the exercise or conversion price of the original stock option or SSAR without shareholder consent. We do not have a program, plan or practice of timing equity award grants in order to benefit our executive officers or in coordination with the release of material non-public information.2021 PROXY STATEMENT 49 Compensation Discussion and Analysis
Tax and Accounting Implications
Deductibility of Executive Compensation
Section 162(m) generally limits the U.S. federal income tax deduction for compensation paid to each of our NEOs to a maximum of $1 million in any calendar year (the
"Deduction Limit"“Deduction Limit”). For fiscal years prior to 2018, we were also permitted to deduct compensation to our NEOs in excess of the Deduction Limit (other than our Chief Financial Officer, who prior to 2018 was not subject to the Deduction Limit), if the compensation qualified as"performance-based"“performance-based” as defined under Section 162(m). To qualify as performance-based, certain pre-established objective performance goals or certain other conditions were required to be met. The Committee has generally sought to structure incentive awards for our NEOs in a manner that preserved the tax deductibility of the compensation under the performance-based exemption. However, with the enactment of the Tax Cuts and Jobs Act in December 2017, the performance-based exception was eliminated, other than with respect to payments made pursuant to certain grandfathered arrangements.We believe that the 2017 PSP awards earned by the NEOs in 2019 qualify as performance-based compensation under the applicable grandfathering rules.While the Committee considers tax implications as a factor in determining executive compensation, the Committee will continue to link pay with performance and consider other factors as noted above, including the long-term interests of our shareholders and other stakeholders. Accordingly, the Committee retains the flexibility to structure, where appropriate, compensation arrangements that are consistent with the goals of our executive compensation program, even if the awards are not deductible for tax purposes.
World Fuel Services Corporation|2020 Proxy Statement 52Accounting for Share-Based Compensation
Before granting equity-based compensation awards, the Committee considers the accounting impact of the award, including the compensation cost and the grant date fair value, as structured and under various other scenarios in order to analyze the expected impact of the award. We expense the cost of our
NEOs'NEOs’ equity-based compensation in accordance with the fair value method contained in the Financial Accounting Standards Board Accounting Standards Codification (FASB ASC)—"”Compensation—StockCompensation"Compensation”.The Committee has adopted robust stock retention requirements and stock ownership guidelines to align the interests of our NEOs with those of our shareholders and ensure that the executives responsible for overseeing operations have an ongoing financial stake in the
Company'sCompany’s success.Stock Retention Requirement
Our NEOs are required to retain at least 50% of any shares acquired (net of any shares that would need to be withheld or sold to satisfy any applicable income and employment taxes relating to the award) pursuant to any equity award granted after they become an executive officer for three years after the shares are delivered (or until the individual ceases to be an executive officer of the Company, if earlier). All our NEOs are in compliance with these retention requirements.
Stock Ownership Requirement
Our NEOs are subject to the stock ownership guidelines set forth below, which are expressed as a multiple of base salary determined by leadership level.
Position Multiple of Base Salary Chief Executive Officer
77x Chairman of the Board (if an executive officer)5Chief Financial Officer and Chief Operating Officer
55x All Other Executive Officers
33x The stock ownership guidelines provide that executive officers must attain the applicable ownership requirement within five years of the date such individual becomes an executive officer. Equity vehicles that count towards compliance with the ownership requirement include: common stock, unvested time-based RSUs and the earned portion of performance-based awards. Unexercised stock options or stock appreciation rights, the unearned portion of performance-based awards and any shares of common stock that are pledged as collateral do not count towards the requirement.
50 WORLD FUEL SERVICES CORPORATION Compensation Discussion and Analysis
The Committee uses the three-year average closing stock price on the last trading day of each fiscal year to determine compliance and to manage against the risk of the NEOs falling out of compliance due to volatility in the stock price. The Committee has discretion to determine the penalties for non-compliance, including: requiring the payment of cash incentives in equity, instituting a higher equity retention requirement and reducing or eliminating incentive compensation. Furthermore, the Committee, in its discretion, may provide waivers, additional time to regain compliance or other appropriate relief on a case-by-case basis due to hardships, such as dispositions due to court-ordered domestic relations orders,
("DROs")or in the event of extreme volatility in theCompany'sCompany’s stock price. All of our NEOs are in compliance with the policyalthough one NEO was granted temporary relieffor2019 dueWorld Fuel Services Corporation|2020 Proxy Statement 53Table of Contents2020.to a required disposition of shares pursuant to a DRO. As of the date of this proxy statement, however, such NEO is in full compliance with the policy.Our directors are also subject to stock ownership requirements as described on page 33 of this proxy statement under
"Director“Director Stock Ownership Guidelines."”Derivatives, Hedging and Pledging Transactions
We prohibit our directors, executive officers, employees and their respective related persons from engaging in hedging or monetization transactions, or any transaction that hedges or offsets, or is designed to hedge or offset, any decrease in the market value of the
Company'sCompany’s securities, such as prepaid variable forward contracts, equity swaps, collars and exchange funds. We also do not allow our directors, executive officers, and employees to buy or sell publicly traded options based on our common stock or to engage in short sales of our securities. The purpose of these policies is to align the interests, including the economic risk of ownership, of directors, executive officers, employees and shareholders.We also discourage our directors, executive officers and employees from holding our common stock in a margin account or pledging our common stock as collateral for a loan. Any directors or executive officers who wish to pledge shares must first obtain the prior approval of our Chief Legal Officer and the Governance Committee. As noted above, any shares pledged as collateral will not count towards any executive
officer'sofficer’s respective stock ownership requirement.Compensation Committee Report on
20192020 Executive CompensationThe Committee is responsible for establishing and administering the executive compensation programs of the Company. The Committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management and, based on such review and discussions, the Committee recommended to the Board that the Compensation Discussion and Analysis be included in this proxy statement on Schedule 14A.
Ken Bakshi, Chairman
Richard A. Kassar, Member
Stephen K. Roddenberry, MemberWorld Fuel Services Corporation|2020 Proxy Statement 542021 PROXY STATEMENT 51 The following table summarizes the
"total compensation"“total compensation” of ournamed executive officersNEOs for the fiscal years ended December 31, 2020, 2019,2018,and20172018 according to the rules promulgated by the SEC.Name and Principal Position Year Salary Stock
Awards(1)(2)Option
Awards(1)(2)Non-Equity
Incentive Plan
Compensation(3)Change in Non-
Qualified Deferred
Compensation
Earnings(4)All Other
Compensation(5)Total Michael J. Kasbar
Chairman, President and
Chief Executive Officer2020 $900,000 $3,532,077 $1,000,001 $1,040,000 $5,146 $37,733 $6,514,957 2019 900,000 1,762,873 2,000,007 (6) 2,393,903 5,569 37,705 7,100,057 2018 900,000 134,247 2,000,007 1,812,748 2,059 36,041 4,885,102 Ira M. Birns
Executive Vice President and
Chief Financial Officer2020 600,000 1,420,139 — 580,000 — 26,376 2,626,515 2019 600,000 695,106 500,002 974,614 — 25,815 2,795,537 2018 600,000 60,423 500,002 718,397 — 25,117 1,903,940 Jeffrey P. Smith
Executive Vice President and
Chief Operating Officer2020 600,000 1,220,145 — 360,000 — 19,832 2,199,977 2019 600,000 695,106 500,002 929,614 — 95,593 2,820,315 2018 600,000 — 500,002 718,397 — 111,211 1,929,610 Michael J. Crosby
Executive Vice President,
Global Land2020 500,000 812,266 — 420,000 — 22,360 1,754,626 2019 500,000 471,971 300,001 918,129 — 21,660 2,211,762 2018 500,000 134,247 300,002 847,303 — 21,431 1,802,983 John P. Rau
Executive Vice President,
Global Aviation and Marine2020 600,000 912,286 — 420,000 — 23,364 1,955,650 2019 589,583 471,971 300,001 1,267,948 — 23,016 2,652,519 2018 539,583 134,247 300,002 1,032,673 — 22,198 2,028,704 (1) The amounts shown represent the estimated aggregate grant date fair value of the awards made in each fiscal year relating to RSUs and SSARs granted to the NEOs. The estimated grant date fair value of these awards is based on the grant date market value of our common stock as defined in the 2020 Omnibus Plan and the 2016 Omnibus Plan and is computed in accordance with FASB ASC Topic 718. Assumptions used in determining the aggregate grant date fair value of awards are set forth in Note 10 to the consolidated financial statements for each of the fiscal years presented in Item 15 of the respective annual reports on Form 10-K. (2) For 2020, the Stock Awards column for the NEOs reflects the RSUs issued in connection with the 2019 annual incentive program based on EBITDA Growth that were awarded in March 2020, as well as the three-year performance RSUs that were granted in March 2020 under the PSP program. A determination of the amount of the performance RSUs, if any, that will be earned based on our EPS Growth over the period will be made in March 2023. See “Grants of Plan Based Awards Table” for more information. (3) This amount reflects an annual cash incentive award earned by each NEO for their performance in 2020, as well as the strategic objective cash incentive awards earned by each NEO based upon their achievement of the 2020 strategic objectives. For Mr. Birns, this amount also includes the cash portion of the special recognition award he received for his performance in 2020. (4) Reflects interest accrued in connection with a portion of the bonus earned by Mr. Kasbar for the 2002 fiscal year, which was deferred pursuant to a provision of his previous employment agreement that provided that any amount so deferred would be credited with interest at the prime rate as published in the Wall Street Journal (the “Kasbar Accrued Interest”). The portion reflected in this column is the portion of the Kasbar Accrued Interest that constitutes “above market earnings” within the meaning of the applicable SEC rules. The full amount of the Kasbar Accrued Interest is reflected in the “Non Qualified Deferred Compensation Table” on page 55 of this proxy statement. (5) Details of the 2020 amounts set forth in this column are included in the “2020 All Other Compensation Table” on page 53 of this proxy statement. For Mr. Kasbar, the 2018 amount in this column previously included the full amount of the Kasbar Accrued Interest in the amount of $10,070. The “above market earnings” portion of the Kasbar Accrued Interest for such year is now reflected in the “Change in Non Qualified Deferred Compensation Earnings” column of this table. (6) This amount includes the grant date fair value of a service-based award to Mr. Kasbar of 145,349 SSARs, which vest in March 2023. 52 WORLD FUEL SERVICES CORPORATION Name and Principal Position Year Salary Stock
Awards(1)(2)Option
Awards(1)(2)Non-Equity
Incentive Plan
Compensation(3)Change in Non-Qualified Deferred Compensation Earnings(4) All Other
Compensation(5)Total Michael J. Kasbar
2019 $900,000 $1,762,873 $2,000,007(6) $2,393,903 $5,569 $37,705 $7,094,488 Chairman, President
2018 900,000 134,247 2,000,007 1,812,748 2,059 36,041 4,883,043 and Chief Executive
2017 900,000 1,999,985 1,999,993 562,500 1,907 37,875 5,500,354 Officer
Ira M. Birns
2019
600,000
695,106
500,002
974,614
—
25,815
2,795,537Executive Vice
2018 600,000 60,423 500,002 718,397 — 25,117 1,903,940 President and Chief
2017 600,000 750,013 400,000 225,000 — 26,943 2,001,956 Financial Officer
Jeffrey P. Smith
2019
600,000
695,106
500,002
929,614
—
95,593
2,820,315Executive Vice
2018 600,000 — 500,002 718,397 — 111,211 1,929,610 President and Chief
2017 118,077 2,999,985 — — — 25,585 3,143,648 Operating Officer
Michael J. Crosby
2019
500,000
471,971
300,001
918,129(7)
—
21,660
2,211,762Executive Vice
2018 500,000 134,247 300,002 847,303 — 21,431 1,802,983 President, Global Land
2017 500,000 999,993 250,001 200,000 — 21,209 1,971,203 John P. Rau
2019
589,583
471,971
300,001
1,267,948(7)
—
23,016
2,652,519Executive Vice
2018 539,583 134,247 300,002 1,032,673 — 22,198 2,028,704 President, Global Aviation
2017 500,000 999,993 250,001 112,500 — 21,894 1,884,388 and Marine
(1)The amounts shown represent the estimated aggregate grant date fair value(2)For 2019, the Stock Awards column for Messrs. Kasbar, Birns, Smith, Crosby and Rau reflects the RSUs issued in connection with the 2018 annual incentive program based on EBITDA Growth that were awarded in March 2019. For 2019, the Option Awards column reflects the three-year Performance SSARs that were awarded in March 2019 under the PSP program. A determination of the amount of the Performance SSARs, if any, that will be earned will be made in March 2022. See "Grants of Plan-Based Awards Table" for more information.(3)This amount reflects an annual cash incentive award earned by each NEO based on EBITDA Growth in 2019 as well as strategic objective cash incentive awards earned by each of the NEOs based upon their achieving a portion of their 2019 strategic objectives.(4)Reflects interest accrued in connection with a portion of the bonus earned by Mr. Kasbar for the 2002 fiscal year, which was deferred pursuant to a provision of his previous employment agreement that provided that any amount so deferred would be credited with interest at the prime rate as published in the Wall Street Journal (the "Kasbar Accrued Interest"). The portion reflected in this column is the portion of the Kasbar Accrued Interest that constitutes "above market earnings" within the meaning of the applicable SEC rules. The full amount of the Kasbar Accrued Interest is reflected in the "Non-Qualified DeferredContentsExecutive Compensation
Table" on page 60 of this proxy statement.(5)Details of the 2019 amounts set forth in this column are included in the "2019Tables2020 All Other Compensation
Table" on page 56 of this proxy statement. For Mr. Kasbar, the 2018 and 2017 amounts in this column previously included the full amount of the Kasbar Accrued Interest for such years in the amount of $10,070 and $8,027, respectively. The "above market earnings" portion of the Kasbar Accrued Interest for such years is now reflected in the "Change in Non-Qualified Deferred Compensation Earnings" column of this table.(6)This amount includes the grant date fair value of a service-based award to Mr. Kasbar of 109,290 SSARs, which vest in March 2022.(7)This amount also includes an annual cash incentive award earned by Messrs. Crosby and Rau based on Operating Income growth for their respective LOS in the amount of $300,000 and $612,319, respectively.
World Fuel Services Corporation|2020 Proxy Statement 55Name Insurance &
Health
Benefits(1)Country Club
Membership
DuesMatching
Contributions
to 401(k)(2)Short-Term
Travel and
Housing
Allowance(3)Total Michael J. Kasbar $ 15,701 $ 13,482 $ 8,550 $ — $ 37,733 Ira M. Birns 11,984 5,842 8,550 — 26,376 Jeffrey P. Smith 10,377 — 7,125 2,330 19,832 Michael J. Crosby 7,968 5,842 8,550 — 22,360 John P. Rau 8,972 5,842 8,550 — 23,364 (1) The amounts shown in this column reflect premiums associated with individual disability insurance and executive life insurance, both of which are available for our management-level employees, and for Messrs. Kasbar and Birns, certain health insurance reimbursements. (2) The amounts shown in this column reflect our matching contributions under our 401(k) plan, which is available for all Company employees. For more information about our 401(k) Plan, please see the discussion under “Retirement and Deferred Compensation” on page 48 of this proxy statement. (3) The amount shown in this column reflects a reimbursement of certain relocation-related expenses. NameInsurance &
Health
Benefits(1)Country Club
Membership
DuesMatching
Contributions
to 401(k)(2)Short-Term
Travel and
Housing
Allowance(3)Total Michael J. Kasbar
$ 15,305 $ 14,000 $ 8,400 $ — $ 37,705 Ira M. Birns
11,702 5,714 8,400 — 25,816 Jeffrey P. Smith
9,993 — 5,600 80,000 95,593 Michael J. Crosby
7,800 5,460 8,400 — 21,660 John P. Rau
8,774 5,842 8,400 — 23,016 (1)The amounts shown in this column reflect premiums associated with individual disability insurance and executive life insurance, both of which are available for Company management-level employees, and for Messrs. Kasbar and Birns, certain health insurance reimbursements.(2)The amounts shown in this column reflect our matching contributions under our 401(k) plan, which is available for all Company employees. For more information about our 401(k) Plan, please see the discussion under "Retirement and Deferred Compensation" on page 51 of this proxy statement.(3)The amounts shown in this column include short-term travel and housing allowance ($8,000 per month), ending in October 2019. These payments originated in connection with Mr. Smith joining the Company in October 2017 as Executive Vice President and Chief Operating Officer.
The following table provides additional information about stock awards and equity and non-equity incentive plan awards granted to our
named executive officersNEOs during the year ended December 31,2019.2020.
Estimated Possible Payouts Under
Non-Equity Incentive Plan AwardsEstimated Future Payouts
Under Equity Incentive
Plan Awards(1)All Other
Stock
Awards:
Number of
Shares of
Stock or
Units(2)
(#)All Other
Option
Awards:
Number of
Securities
Underlying
Options(3)
(#)Exercise
Price of
Option
Awards
($/share)Grant Date
Fair Value
of Stock
and
Option
Awards(4)
($)Name Grant
DateCommittee
ApprovalThreshold
($)Target
($)Maximum
($)Threshold
(#)Target
(#)Maximum
(#)Michael J. Kasbar n/a 3/12/2020 225,000 (5) 1,200,000 (5) 3,825,000 (5) n/a 3/12/2020 — (6) 800,000 (6) 3/15/2020 3/12/2020 14,998 37,495 74,989 850,012 3/15/2020 3/12/2020 145,349 23.39 1,000,001 3/15/2020 3/12/2020 80,815 1,832,076 Ira M. Birns n/a 3/12/2020 75,000 (5) 400,000 (5) 1,350,000 (5) n/a 3/12/2020 — (6) 300,000 (6) 3/15/2020 3/12/2020 6,176 15,439 30,878 350,003 3/15/2020 3/12/2020 31,766 720,135 Jeffrey P. Smith n/a 3/12/2020 60,000 (5) 360,000 (5) 1,170,000 (5) n/a 3/12/2020 — (6) 300,000 (6) 3/15/2020 3/12/2020 4,411 11,028 22,056 250,005 3/15/2020 3/12/2020 31,766 720,135 Michael Crosby n/a 3/12/2020 105,000 (5) 400,000 (5) 1,260,000 (5) n/a 3/12/2020 — (6) 350,000 (6) 3/15/2020 3/12/2020 3,088 7,720 15,439 175,013 3/15/2020 3/12/2020 20,391 462,264 John Rau n/a 3/12/2020 105,000 (5) 400,000 (5) 1,260,000 (5) n/a 3/12/2020 — (6) 350,000 (6) 3/15/2020 3/12/2020 3,970 9,926 19,851 225,023 3/15/2020 3/12/2020 20,391 462,264 (1) The amounts shown reflect the performance RSU awards issued under the PSP at the threshold, target and maximum levels based on the EPS Growth, as modified by our ROIC, for the three-year period beginning on January 1, 2020 and ending on December 31, 2022. Depending on the percentage of ROIC achieved for the period, the range of payout based on EPS Growth will be as follows: (i) threshold—40% to 60% of target, (ii) target—80% to 120% of target, (iii) maximum—160% to 200% of target. For purposes of this table, the lowest level of the threshold range, the mid point of the target range and the highest level of the maximum range is assumed. Please see the discussion regarding the compensation programs for the NEOs beginning on page 43 of this proxy statement for additional information. 2021 PROXY STATEMENT 53 All Other
Stock
Awards:
Number of
Shares of
Stock or
Units(2)
(#)All Other
Option
Awards:
Number of
Securities
Underlying
Options(3)
(#)Estimated Possible Payouts Under
Non-Equity Incentive Plan AwardsEstimated Future Payouts
Under Equity Incentive Plan
Awards(1)Grant Date
Fair Value
of Stock
and
Option
Awards(4)
($)Exercise
Price of
Option
Awards
($/share)NameGrant
DateCommittee
ApprovalThreshold
($)Target
($)Maximum
($)Threshold
(#)Target
(#)Maximum
(#)Michael J. Kasbar
n/a 3/7/2019 70,000(5) 900,000(5) 2,857,500(5) n/a 3/7/2019 —(6) 750,000(6) 3/15/2019 3/7/2019 43,716 109,290 218,580 1,000,004 3/15/2019 3/7/2019 109,290 29.68 1,000,004 3/15/2019 3/7/2019 59,396 1,762,873 Ira M. Birns
n/a
3/7/2019
40,000(5)
360,000(5)
1,170,000(5)n/a 3/7/2019 —(6) 300,000(6) 3/15/2019 3/7/2019 21,858 54,645 109,290 500,002 3/15/2019 3/7/2019 23,420 695,106 Jeffrey P. Smith
n/a 3/7/2019 40,000(5) 360,000(5) 1,170,000(5) n/a 3/7/2019 —(6) 300,000(6) 3/15/2019 3/7/2019 21,858 54,645 109,290 500,002 3/15/2019 3/7/2019 23,420 695,106 Michael Crosby
n/a
3/7/2019
50,000(5)
750,000(5)
1,985,000(5)n/a 3/7/2019 —(6) 150,000(6) 3/15/2019 3/7/2019 13,115 32,787 65,574 300,002 3/15/2019 3/7/2019 15,902 471,971 John Rau
n/a
3/7/2019
100,000(5)
750,000(5)
1,985,000(5)n/a 3/7/2019 —(6) 150,000(6) 3/15/2019 3/7/2019 13,115 32,787 65,574 300,002 3/15/2019 3/7/2019 15,902 471,971 (1)The amounts shown reflect the Performance SSAR awards issued under the PSP at the threshold, target and maximum levels based on the EPS Growth, as modified by our ROIC, for the three-year period beginning on January 1, 2019 and
World Fuel Services Corporation|2020 Proxy Statement 56ending on December 31, 2021. Depending on the percentage of ROIC achieved for the period, the range of payout based on EPS Growth will be as follows: (i) threshold—40% to 60% of target, (ii) target—80% to 120% of target, (iii) maximum—160% to 200% of target. For purposes of this table, the lowest level of the threshold range, the mid-point of the target range and the highest level of the maximum range is assumed. Please see the discussion regarding the compensation programs for the NEOs beginning on page 44 of this proxy statement for additional information.Executive Compensation Tables(2)The amounts shown reflect the RSUs issued as the 2018 annual performance-related equity incentive awards based on our 2018 adjusted EBITDA of $360.3 million. These RSUs are thereafter subject to service-based vesting and vest one-third annually beginning March 2020.(3)The amount shown reflects a service-based SSAR award that will vest on the third anniversary of the grant date in March 2022. Please see the discussion regarding this award on page 49 of this proxy statement for additional information.(4)The amounts shown reflect the estimated aggregate grant date fair value of the stock awards. The estimated aggregate fair value of our stock awards is based on the grant date market value of our common stock, as defined in the 2016 Omnibus Plan and is computed in accordance with FASB ASC Topic 718.(5)The amounts shown reflect the threshold, target and maximum payouts that could have been earned as 2019 annual performance related cash incentive awards. For 2019, our adjusted EBITDA was $409.2 million and as a result, Mr. Kasbar earned $1,868,903, Messrs. Birns and Smith each earned $734,614 and Messrs. Crosby and Rau each earned $535,629 for the EBITDA component of their annual incentive compensation program. For Messrs. Crosby and Rau, this also includes cash incentive awards that could be earned based on Operating Income growth for the respective LOS for which they are responsible. For 2019, the Operating Income for the Physical Operations LOS exceeded the maximum level and the Operating Income for the Land LOS did not meet the threshold level. Accordingly, Mr. Crosby earned the maximum of $300,000 for the Physical Operations component and zero for the Land component. The Operating Income for the Aviation/Marine LOS was between the target and maximum level and therefore Mr. Rau earned $612,319 for this component. Please see the discussion regarding the compensation programs for the NEOs beginning on page 44 of this proxy statement for additional information.(6)The amounts shown include the threshold and maximum payouts that could have been earned as strategic objective cash incentive awards. For 2019, the NEOs achieved only a portion of their strategic objectives and therefore the Committee reduced the amounts payable to the NEOs. Please see the discussion regarding the compensation programs for the NEOs beginning on page 44 of this proxy statement for additional information.
World Fuel Services Corporation|2020 Proxy Statement 57(2) The amounts shown reflect the RSUs issued as the 2019 annual performance related equity incentive awards based on our 2019 adjusted EBITDA of $409.2 million. These RSUs are thereafter subject to service based vesting and vest one third annually beginning March 2021. (3) The amount shown reflects a service based SSAR award that will vest on the third anniversary of the grant date in March 2023. Please see the discussion regarding this award on page 46 of this proxy statement for additional information. (4) The amounts shown reflect the estimated aggregate grant date fair value of the stock awards. The estimated aggregate fair value of our stock awards is based on the grant date market value of our common stock, as defined in the 2020 Omnibus Plan and the 2016 Omnibus Plan and is computed in accordance with FASB ASC Topic 718. (5) The amounts shown reflect the threshold, target and maximum payouts that could have been earned as 2020 annual performance-related cash incentive awards. For 2020, our EBITDA Growth did not meet the threshold level of performance. However, for the reasons set forth in the narrative discussion above, the Committee applied discretion and determined that the performance-related incentive awards were earned at 40% of target, half of which was payable in cash and the remainder in the form of RSUs that vest ratably over a three-year period. Please see the discussion regarding the compensation programs for the NEOs beginning on page 43 of this proxy statement for additional information. (6) The amounts shown include the threshold and maximum payouts that could have been earned as strategic objective cash incentive awards. For 2020, the NEOs achieved substantially all of their strategic objectives, however, the Committee exercised negative discretion and reduced the amounts payable to 80% of the incentive opportunity. Please see the discussion regarding the compensation programs for the NEOs beginning on page 43 of this proxy statement for additional information. Outstanding Equity Awards at Fiscal Year-End
The following table sets forth the outstanding equity awards at fiscal year-end, or December 31,
2019,2020, for ournamed executive officers.NEOs.Option Awards Stock Awards Equity
Incentive
Plan AwardsNumber of
Securities
Underlying
Unexercised
Unearned
Options(2)
(#)Equity Incentive
Plan AwardsEquity
Award
Grant Date
Number of
Securities Underlying
Unexercised OptionsOption
Exercise
Price
($)Option
Expiration
DateNumber of
Shares or
Units of
Stock That
Have Not
Vested(3)
(#)Market
Value of
Shares or
Units of
Stock That
Have Not
Vested(4)
($)Number of
Unearned
Shares,
Units or
Other
Rights
That Have
Not Vested(2)
(#)Market or
Payout Value
of Unearned
Shares, Units
or Other
Rights That
Have Not
Vested(4)
($)Name
ExercisableUnexercisable(1) Michael J. Kasbar 03/31/2016 100,000 48.58 3/31/2021 03/31/2017 113,507 36.25 3/31/2022 03/15/2018 152,439 27.52 3/15/2023 1,870 58,269 03/15/2019 109,290 29.68 3/15/2024 39,598 1,233,874 03/15/2020 145,349 23.39 3/15/2025 80,815 2,518,195 29,996 934,663 03/15/2018 93,284 27.52 3/15/2023 03/15/2019 43,716 29.68 3/15/2024 Ira M. Birns 03/15/2018 46,642 27.52 3/15/2023 842 26,237 03/15/2019 21,858 29.68 3/15/2024 15,614 486,532 03/15/2020 31,766 989,829 12,351 384,863 Jeffrey P. Smith 11/10/2017 37,300 1,162,268 27,975 871,685 03/15/2018 46,642 27.52 3/15/2023 03/15/2019 21,858 29.68 3/15/2024 15,614 486,532 03/15/2020 31,766 989,829 8,822 274,906 Michael J. Crosby 03/31/2016 6,862 213,820 03/15/2018 27,985 27.52 3/15/2023 1,870 58,269 03/15/2019 13,115 29.68 3/15/2024 10,602 330,358 03/15/2020 20,391 635,384 6,176 192,432 John P. Rau 03/31/2016 6,862 213,820 03/15/2018 27,985 27.52 3/15/2023 1,870 58,269 03/15/2019 13,115 29.68 3/15/2024 10,602 330,358 03/15/2020 20,391 635,384 7,940 247,423 (1) The SSARs vest on the third anniversary of the grant date, subject to earlier vesting upon a change of control or qualifying termination of employment. 54 WORLD FUEL SERVICES CORPORATION Stock Awards Option Awards Equity Incentive
Plan AwardsEquity
Incentive
Plan
AwardsNumber of
Unearned
Shares,
Units or
Other
Rights
That Have
Not Vested
(#)Market or
Payout Value
of Unearned
Shares, Units
or Other
Rights That
Have Not
Vested(1)
($)Market
Value of
Shares or
Units of
Stock That
Have Not
Vested(1)
($)Number of Securities
Underlying Unexercised
Options/SSARs
(#)Number of
Securities
Underlying
Unexercised
Unearned
Options
(#)Number of
Shares or
Units of
Stock That
Have Not
Vested
(#)Option
Exercise
Price
($)Option
Expiration
DateNameExercisable Unexercisable Michael J. Kasbar
15,000 57.48 3/31/2020 3,740(2) 162,391 44,689(3) 1,940,410 100,000 48.58 3/31/2021 59,396(4) 2,578,974 113,507(5) 36.25 3/31/2022 152,439(6) 23.93 3/15/2023 109,290(7) 29.68 3/15/2024 373,137(8) 27.52 3/15/2023 393,444(9) 29.68 3/15/2024 Ira M. Birns
6,000
57.48
3/31/2020
1,684(2)
73,119
16,759(3)
727,671186,568(8) 27.52 3/15/2023 23,420(4) 1,016,896 196,722(9) 29.68 3/15/2024 Jeffrey Smith
186,568(8)
27.52
3/15/2023
55,949(10)
2,429,306
111,898(11)
4,858,611196,722(9) 29.68 3/15/2024 23,420(4) 1,016,896 Michael J. Crosby
111,941(8)
27.52
3/15/2023
972(12)
42,204
11,172(3)
485,103118,033(9) 29.68 3/15/2024 13,724(13) 595,896 4,598(12) 199,645 3,740(2) 162,391 15,902(4) 690,465 John P. Rau
111,941(8)
27.52
3/15/2023
3,239(12)
140,637
11,172(3)
485,103118,033(9) 29.68 3/15/2024 13,724(13) 595,896 4,598(12) 199,645 3,740(2) 162,391 15,902(4) 690,465 (1)The amounts in this column are based on the closing price of our common stock on December 31, 2019 of $43.42.(2)This amount reflects the remaining two tranches of RSUs that were earned in connection with the 2018 annual incentive program and vest one-half annually beginning in March 2020, subject to earlier vesting upon a change of control or qualifying termination of employment.(3)This amount reflects the actual amount of RSUs earned by the NEO in March 2020 under the 2017 PSP based on EPS Growth for 2019 of $2.79, resulting in a payout of 81% of the target level of the 2017 PSP. See "Grants of Plan Based Awards Table" for more information on the 2017 PSP and the discussion beginning on page 56 of this proxy statement.(4)This amount reflects the RSUs that were earned in connection with the 2019 annual incentive program and vest one-third annually beginning in March 2020, subject to earlier vesting upon a change of control or qualifying termination of employment.(5)This amount reflects SSARs that vest in March 2020, subject to earlier vesting upon a change of control or qualifying termination of employment.
World Fuel Services Corporation|2020 Proxy Statement 58(6)This amount reflects SSARs that vest in March 2021, subject to earlier vesting upon a change of control or qualifying termination of employment.(7)This amount reflects SSARs that vest in March 2022, subject to earlier vesting upon a change of control or qualifying termination of employment.(8)This amount reflects the maximum amount of Performance SSARs that would be earned by the NEO in 2021 under the PSP assuming an EPS Growth equal to the EPS Growth for the fiscal year ended December 31, 2019. Any earned portion will vest on the date after December 31, 2020 on which the Committee certifies in writing, based upon our audited financial statements, the extent to which the requisite EPS Growth level has been achieved for the performance period but in no event later than March 15, 2021.(9)This amount reflects the amount of Performance SSARs that would be earned by the NEO in 2022 between the target and maximum levels under the PSP assuming an EPS Growth and ROIC equal to the EPS Growth and ROIC for the fiscal year ended December 31, 2019. Any earned portion will vest on the date after December 31, 2021 on which the Committee certifies in writing, based upon our audited financial statements, the extent to which the requisite EPS Growth and ROIC levels have been achieved for the performance period but in no event later than March 15, 2022.(10)This amount reflects RSUs that vest one third annually beginning March 2020, subject to earlier vesting upon a change of control or qualifying termination of employment.(11)This amount reflects the maximum amount of RSUs that would be earned by Mr. Smith in 2021 under his performance-based equity grant assuming the maximum level of performance established by the Committee for the 2018 PSP. Any earned portion will vest on the date after December 31, 2020 on which the Committee certifies in writing, based upon our audited financial statements, the extent to which the requisite performance goal has been achieved for the performance period but in no event later than March 15, 2021.(12)This amount reflects shares of restricted stock or RSUs that vest in May 2020, subject to earlier vesting upon a change of control or qualifying termination of employment.(13)This amount reflects shares of restricted stock and RSUs that vest in one-half annually beginning in May 2020 and March 2020, respectively, subject to earlier vesting upon a change of control or qualifying termination of employment.
Executive Compensation Tables
(2) This amount reflects the number of Performance SSARs or RSUs, as applicable, that would be earned by the NEO based on the threshold level of performance for the three-year period beginning with the year of the grant. Any earned portion will vest on the date after December 31st of the third year of the performance period, for which the Committee certifies in writing the extent to which the requisite performance level has been achieved for the performance period based upon our audited financial statements, but in no event later than March of that year. (3) The RSUs vest in three equal annual installments beginning on the first anniversary of the grant date, except for the RSUs granted to Messrs. Crosby and Rau on March 31, 2016 and Mr. Smith on November 10, 2017, each of which vest in three equal annual installments beginning on the third anniversary of the grant date. All of these RSUs are subject to earlier vesting upon a change of control or qualifying termination of employment. (4) The amounts in this column are based on the closing price of our common stock on December 31, 2020 of $31.16. The following table sets forth the stock vested during the year ended December 31,
20192020 for ournamed executive officers.NEOs.Stock Awards Name Number of Shares
Acquired on Vesting(1)Value Realized
on Vesting(2)Michael J. Kasbar 66,358 $ 1,504,336 Ira M. Birns 25,407 575,977 Jeffrey P. Smith 26,455 711,815 Michael J. Crosby 30,775 726,949 John P. Rau 33,042 779,543 Stock Awards NameNumber of
Shares
Acquired on
Vesting(1)Value
Realized on
Vesting(2)Michael J. Kasbar
24,439 $ 725,350 Ira M. Birns
9,869 292,912 Michael J. Crosby
14,300 415,255 John P. Rau
18,372 535,623 (1)The amounts shown in this column reflect the number of shares of restricted stock or RSUs that vested for each NEO. Upon vesting, we withheld a sufficient number of shares to cover the NEOs tax liability associated with the vesting. Thereafter, each of the NEOs received the following number of net shares of common stock: Mr. Kasbar—14,822, Mr. Birns—6,257, Mr. Crosby—8,764, and Mr. Rau—11,140.(2)The amount shown in this column reflects the value realized upon vesting which is calculated by multiplying (a) the closing price of our common stock on the vesting date by (b) the number of shares of restricted stock or RSUs that vested. The value realized does not represent cash received by the NEO, such amount will depend on the price at which the acquired shares are ultimately disposed of by the NEO.
World Fuel Services Corporation|2020 Proxy Statement 59(1) The amounts shown in this column reflect the number of shares of restricted stock or RSUs that vested for each NEO. Upon vesting, we withheld a sufficient number of shares to cover the NEOs tax liability associated with the vesting. Thereafter, each of the NEOs received the following number of net shares of our common stock: Mr. Kasbar—40,245, Mr. Birns—6,257, Mr. Smith—17,215, Mr. Crosby—21,360, and Mr. Rau—20,037. (2) The amount shown in this column reflects the value realized upon vesting which is calculated by multiplying (a) the closing price of our common stock on the vesting date by (b) the number of shares of restricted stock or RSUs that vested. The value realized does not represent cash received by the NEO, such amount will depend on the price at which the acquired shares are ultimately disposed of by the NEO. Non-Qualified Deferred Compensation
The following table sets forth non-qualified deferred compensation during the year ended December 31, 2019 for the named executive officers set forth below.We offer our executives and other senior employees based in the U.S. an opportunity to defer compensation under our non-qualified deferred compensation plan, or NQDC. Pursuant to the NQDC, participants may defer up to 75% of their base salary and up to 90% of any annual bonus, on a pre-tax basis, and an additional amount equal to any
"excess contributions"“excess contributions” that are refunded to them from the 401(k) Plan. We do not match any participant deferrals under the NQDC. Participants can elect from a variety of investment choices for their deferred compensation and gains and losses on these investments are credited to their respective accounts. Participants may elect, depending on whether their termination is in connection with retirement or otherwise, to receive deferred amounts in a lump sum, in annual installments over a period of up to ten years, or in a partial lump sum with the balance paid in installments. However, these payments are accelerated upon a changeinof control or the death of the participant.NameExecutive
Contributions in
Last Fiscal YearAggregate
Earnings in
Last Fiscal YearAggregate
Balance at Last
Fiscal Year-EndMichael J. Kasbar(1)
$ — $12,680 $241,951 Jeffrey P. Smith
1,096,557(2) 218,540 1,738,646 (1)Mr. Kasbar's prior employment agreement provided that any bonuses payable to him that would not be deductible under Section 162(m)The following table sets forth non-qualified deferred compensation during the year ended December 31, 2020 for the
year earned would be deferred until a fiscal year in which it would be deductible (or until the year in which Mr. Kasbar's employment terminates or the employment agreement expires), and that any amount so deferred would be credited with interest at the prime rate as published in the Wall Street Journal. A portion of the bonus earned by Mr. Kasbar for the 2002 fiscal year, equal to $109,375, was deferred pursuant to that provision of his employment agreement and remains unpaid. The portion of these earnings in the last fiscal year that constitute "above market earnings" within the meaning of the applicable SEC rules, is reflected in the "Summary Compensation Table" on page 55NEOs set forth below.Name Executive
Contributions in
Last Fiscal YearAggregate
Earnings in
Last Fiscal YearAggregate
Balance at Last
Fiscal Year-EndMichael J. Kasbar(1) $ — $ 9,213 $ 251,163 Jeffrey P. Smith 1,286,653 (2) 619,410 3,644,709 (1) Mr. Kasbar’s prior employment agreement provided that any bonuses payable to him that would not be deductible under Section 162(m) for the year earned would be deferred until a fiscal year in which it would be deductible (or until the year in which Mr. Kasbar’s employment terminates or the employment agreement expires), and that any amount so deferred would be credited with interest at the prime rate as published in the Wall Street Journal. A portion of the bonus earned by Mr. Kasbar for the 2002 fiscal year, equal to $109,375, was deferred pursuant to that provision of his employment agreement and remains unpaid. The portion of these earnings in the last fiscal year that constitute “above market earnings” within the meaning of the applicable SEC rules, is reflected in the “Summary Compensation Table” on page 52 of this proxy statement. (2) Represents the amount Mr. Smith contributed to the NQDC during 2020. For more information on the NQDC, see “Retirement and Deferred Compensation” beginning on page 48 of this proxy statement. 2021 PROXY STATEMENT 55 (2)Represents the amount Mr. Smith contributed to the NQDC during 2019. For more information on the NQDC, see "Retirement and Deferred Compensation" on page 51 of this proxy statement.
Executive Compensation Tables
Potential Payments upon Termination of Employment or Change of Control
Our employment agreement with Mr. Kasbar (the
"Kasbar Agreement"“Kasbar Agreement”) and executive severance agreement with Mr. Birns (the"Birns Agreement"“Birns Agreement”) each provides for the payment of certain compensation and benefits in the event of the termination of theexecutive'sexecutive’s employment, the amount of which varies depending upon the reason for such termination. In lieu of entering into separate executive severance agreements with each of Messrs. Crosby and Rau in connection with their promotions to executive officers, our Board adopted an Executive Severance Policy("ESP"(“ESP”) applicable to Messrs. Crosby and Rau and other executives that the Committee may subsequently designate as a participatingexecutives.executive (“ESP Executive”). Upon his appointment as our Executive Vice President and Chief Operating Officer in October 2017, Mr. Smith was designateda participating executive.as an ESP Executive. The ESP provides for the payment of certain severance payments and benefits in the event of a termination of suchexecutives'executives’ employment in certain specified circumstances.Each of the Kasbar Agreement, the Birns Agreement and the ESP provides for certain benefits (1) if the
NEO'sNEO’s employment is terminated due toDeathdeath orDisability,disability, (2) if theNEO'sNEO’s employment isWorld Fuel Services Corporation|2020 Proxy Statement 60terminated by the Company without
"Cause"“cause” (as that term is defined in the relevant agreement or arrangement) or (3) if the NEO terminates his employment with"Good Reason"“good reason” (as that term is defined in the relevant agreement or arrangement, which for Messrs. Crosby and Rau is within two (2) years after a Change of Control has occurred). If the employment of any of the four covered NEOs isTerminatedterminated withoutCause“cause” or forGood Reason“good reason” within two (2) years after a Change of Control, then the severance benefits are slightly higher. The actual amounts of such payments are set forth in the table below the relevant definitions.Termination Without Cause
Kasbar Agreement—Under the Kasbar Agreement,
"“cause"” means (i) any act of fraud, misappropriation, embezzlement or material dishonesty by Mr. Kasbar, which results or is intended to result in his personal enrichment at our expense; (ii) willful misconduct that results in material economic harm to us; (iii) a felony conviction or conviction for a crime involving moral turpitude; (iv) the willful and continued material failure of Mr. Kasbar to perform his duties under the Kasbar Agreement; (v) a willful and material breach by Mr. Kasbar of his non-compete, non-solicitation, non-disparagement or cooperation obligations under the Kasbar Agreement (and in the case of(i)(ii) through (v) the failure to cure such breach); or (vi) a material breach by Mr. Kasbar of our Code of Conduct, Securities Trading Policy or any other related corporate and personnel policies generally applicable to our executives or employees.Birns Agreement—Under the Birns Agreement,
"“cause"” means, as reasonably determined by us in good faith, (i) the willful, material failure by Mr. Birns to perform the duties consistent with his position or to comply with the obligations of the Birns Agreement, or his willful, material failure to carry out the reasonable and lawful directions of our CEO, President or Boardand not curing such failure;that are consistent with his position in each case, which he fails to cure promptly; (ii) any willful and material breach of our Code of Conduct or any other Company policy; (iii) Mr.Birns'Birns’ gross negligence or willful misconduct which is harmful to us, monetarily or otherwise, including but not limited to fraud, misappropriation or embezzlement; (iv) use of alcohol, drugs or other similar substances during work hours, other than at a Company sanctioned event, or at any time in a manner that adversely affects his work performance; (v) being charged with a criminal offense that isaany felony or is a misdemeanor involving moral turpitude; or (vi) a material breach of the Birns Agreementthatwhich by its nature, cannot becured.cured under (i).ESP
ESP—Under the ESP,"“cause"” means, as determined by the Committee in good faith, (i) the failure by theexecutiveESP Executive to perform, in a reasonable manner, his or her duties as assigned by the Company or any subsidiary (or any successor company); (ii) any violation or breach by the executive of his or her employment agreement, consulting or other similar agreement with the Company or any subsidiary (or successor company), if any; (iii) any actual or threatened violation or breach by theexecutiveESP Executive of any non-competition, non-solicitation, non-disclosure and/or other similar agreement with the Company or any subsidiary (or successor company); (iv) any violation or breach by theexecutiveESP Executive of any Company policy; (v) any act by theexecutiveESP Executive of dishonesty or fraud that injures the reputation or business of, or causes harm to, the Company or any subsidiary (or successor company); (vi) the conviction of, or entry of a plea of guilty or nolo contendere to, a felony or a crime involving moral turpitude; or (vii) theexecutive'sESP Executive’s impeding of, interfering with, or failing to reasonably cooperate with an investigation authorized by the Company or any subsidiary or affiliate. In the event of a change of control, upon and during the two years following such change of control, clauses (i)-(v) above will be deemed to have the term"materiality"“materiality” inserted as a qualifier to each instance of violation, breach or other misconduct by theexecutive.ESP Executive.None of the agreements or arrangements provide for any payment of severance or other post-termination benefits in the case of a
Termination With Cause,termination for “cause”, although our Deferred Compensation Plan requires repayment of prior earnings that have been deferred irrespective of the basis for employment being terminated and our paid-time-off policy provides that all employees are entitled to their accrued but unused vacation upon termination.World Fuel Services Corporation|2020 Proxy Statement 6156 WORLD FUEL SERVICES CORPORATION Executive Compensation Tables
Termination for Good Reason
Kasbar Agreement—Under the Kasbar Agreement,
"“good reason"” means (i) any reduction in the annual base salary of Mr. Kasbar to a level that is less than 85% of Mr.Kasbar'sKasbar’s base salary for the immediately preceding year or our failure to pay or provide any material compensation or benefit other than an insubstantial and inadvertentreductionfailure that is remedied by us; (ii) following a change of control, our failure to provide Mr. Kasbar his total annual cash compensation, including bonus, total aggregate value of perquisites, total aggregate value of benefits or total aggregate value of long-term compensation equal to or higher than the highest level received by Mr. Kasbar in the preceding 6 months or 1 year, in certain cases, other than an insubstantial and inadvertent failure that is remedied by us; (iii) if we require Mr. Kasbar to be based at a location outside of Miami-Dade County, Florida; (iv) our failure to obtain anysuccessor'ssuccessor’s agreement to perform and assume the Kasbar Agreement; (v) without the express prior written consent of Mr. Kasbar, assigning Mr. Kasbar any duties that are materially inconsistent with his current position (including titles and reporting relationships) or making any other material adverse change in his position, authority, responsibilities or status; and (vi) a voluntary termination by Mr. Kasbar for any reason within 30 days following the first anniversary of a change of control.Birns Agreement—The definition of
"“good reason"” in the Birns Agreement means the occurrence of any of the following (i) the assignment of any duties to the executiveof any dutiesthat are materially inconsistent with his position, authority, duties or responsibility or any other action by us that results in a material diminution in his position, authority, duties or responsibilities, excluding any action not taken by us in bad faith and that isremedied;thereafter remedied by us; (ii) any reduction in, or failure to paythe executive'shis base salary other than a reduction or failure remedied by us; (iii) within two years after the occurrence of a change of control, any failure by us to provide the executivehiswith bonus and equity opportunities, or employee benefits and perquisites in the aggregate, that are not less than those provided tothe executivehim in the calendar year immediately preceding the change of control, other than a failure not occurring in bad faith that is remedied by us; or (iv) if we require the executive to be based at any office or location outside of Miami-Dade or BrowardCounty.County, Florida.ESP
ESP—The definition of"“good reason"” under the ESP is substantially the same as the definition included in the Birns Agreement, except that the events have to have occurred within two years after a"“Change of Control"” (as defined in the ESP). Specifically, anexecutiveESP Executive will have the ability to terminate his or her employment with"“Good Reasongood reason"” upon the happening of any of the following within two years after a"“Change of Control"”:(i) the assignment to the executive of any duties materially inconsistent with his or her position, authority, duties or responsibility or any other action by us that results in a material diminution in his or her position, authority, duties or responsibilities, excluding any action not taken by us in bad faith that isremedied;remedied by us; (ii) any reduction in, or failure to pay theexecutive'sexecutive’s base salary other than a reduction or failure remedied by us; (iii) any failure by us to provide the executive his or her bonus (under any incentive plan) and equity opportunities, or employee benefits and perquisites in the aggregate, that are not less than those provided to the executive in the calendar year immediately preceding the change of control, other than a failure by us not occurring in bad faith or a failure by us thatis remedied by us;would not result in a material negative change to the executive; or (iv) if we require the executive to be based at any office or location that is not our corporate headquarters or outside of Miami-Dade or BrowardCounty.County, Florida. In addition, “good reasonWorld Fuel Services Corporation|2020 Proxy Statement 62” does not include any circumstances that are remedied by us after notice from the executive or the executive does not actually terminate employment within 6 months of the initial existence of any of the circumstances in (i)-(iv) above.
Change of Control
Under the Kasbar Agreement, the Birns Agreement and the ESP, a
"“change of control"” is deemed to have occurred if (i) any person or"group"“group” (as defined in Section 13(d)(3) of the Exchange Act), excluding any employee benefit plans, becomes the beneficial owner of at least (a) 30% (in the case of the ESP) or (b) 20% (in the case of the Kasbar Agreement or the Birns Agreement) of the combined voting power of our outstanding common stock; (ii) we merge, consolidate, reorganize or carry out any similar event which results in the holders of our common stock prior to the event owning, directly or indirectly, less than 51% of the total voting power of the capital stock of the survivingcompany;entity; (iii) our current Board ceases to make up at least2/3⅔ of our Board, the board of the surviving company or the board of the controlling company, as the case may be, with the exception that any director whose election, or nomination for election, was approved by a vote of at least2/3⅔ of our current Board will be considered to be a member of our current Board; or (iv) we are liquidated or dissolved or we sell all or substantially all of our assets. In addition, the Kasbar Agreement provides that a change of control is deemed to have occurred, if we enter into an agreement or series of agreements or our Board passes a resolutionto dothat will result in the occurrence of any of theitemsmatters listed in (i)-(iv) above and Mr.Kasbar'sKasbar’s employment is terminated after the execution of any such agreement or the passage of any such resolution, but before theevent takes place.occurrence of any of the foregoing maters in (i)-(iv) above; provided further, that such change of control will be deemed to have retroactively occurred on the date of the execution of the earliest of such agreements or the passage of such resolution.2021 PROXY STATEMENT 57 Executive Compensation Tables
Severance Payments and Benefits
Kasbar
Agreement—Agreement—As set forth in the table below, upon the occurrence of a termination by Mr. Kasbar for “goodreason,reason”, by the Company withoutcause,“cause”, following a “change ofcontrolcontrol” or non-renewal, we will make the following payments:(i)the Accrued Obligations (as defined in the Kasbar Agreement);(ii)an annualized amount of $750,000 ($1,250,000 for termination following a change of control) per year for a two-year period immediately following the termination date;(iii)(i) the Accrued Obligations (as defined in the Kasbar Agreement);
(ii) an annualized amount of $750,000 ($1,250,000 for termination following a change of control) per year for a two-year period immediately following the termination date, paid in accordance with our standard payroll practices;
(iii)
(a) continued health insurance coverage in effect as of the termination date for Mr. Kasbar and his immediate family until Mr. Kasbar is no longer eligible for coverage under our health plans through COBRA or he becomes eligible for health insurance coverage through employment or services provided to another person or entity; and
(b) after Mr. Kasbar is no longer eligible for coverage through COBRA, reimbursement for the cost of obtaining private health insurance coverage that is comparable to the coverage provided to Mr. Kasbar and his immediate family until Mr. Kasbar turns 65 or, if earlier, the date on which neither Mr. Kasbar nor his surviving spouse is living, subject to certain exclusions, provided that the aggregate amount the Company is required to pay for such coverage does not exceed $150,000 in the aggregate; and
(iv) a lump sum in the amount of $1,500,000 ($2,500,000 for termination following a change of control) within 5 business days of the last day of the restricted period
(a) continued health insurance coverage in effect as of the termination date for Mr. Kasbar and his immediate family until Mr. Kasbar is no longer eligible for coverage under our health plans through COBRA or he becomes eligible for health insurance coverage through employment or services provided to another person or entity; and(b) after Mr. Kasbar is no longer eligible for coverage through COBRA, reimbursement for the cost of obtaining private health insurance coverage that is comparable to the coverage provided to Mr. Kasbar and his immediate family until Mr. Kasbar turns 65 or, if earlier, the date on which neither Mr. Kasbar nor his surviving spouse is living, subject to certain exclusions, provided that the aggregate amount the Company is required to pay for such coverage does not exceed $150,000 in the aggregate; and(iv)a lump sum in the amount of $1,500,000 ($2,500,000 for termination following a change of control) within 5 business days of the last day of the restricted period.
Upon the occurrence of a termination by Mr. Kasbar without “good
reason,reason”, by the Company forcause“cause” or by the Company due to Mr.Kasbar'sKasbar’s death or disability, Mr. Kasbar will be entitled to the payments specified in (i) above.World Fuel Services Corporation|2020 Proxy Statement 63Birns Agreement and ESP—As set forth in the table below, under the Birns Agreement and the ESP, upon the occurrence of a termination by the Company without
Cause“cause” or by the executive for “goodreasonreason” we will make the following payments:(i)an amount equal to accrued but unpaid base salary and benefits (including accrued vacation) through the date of termination, in the case of Mr. Birns, or Accrued Obligations (as defined in the ESP) such Accrued Obligations to be paid no later than 60 days after the date of termination;(ii)any unpaid bonus for the year prior to the year of termination to be paid on the same date that bonuses are paid to our other senior executive officers;(iii)a prorated bonus for the calendar year in which the executive's employment is terminated, however, no pro-rated bonus will be paid if the executive's termination date occurs before the payment of bonuses for the prior calendar year. Any such bonus will be prorated based on the bonus the executive would have earned if he or she had remained employed by us for the entire year. Any such bonus will be paid on the same date that bonuses are paid to our other senior executive officers;(iv)continued health insurance coverage in effect as of the termination date for the executive and his immediate family, or covered dependents in the case of the ESP, for a period of up to 18 months. Such coverage will terminate earlier if the executive becomes eligible for health insurance coverage through employment or services provided to another person or entity, or, in the case of the ESP, if the executive attains the age of 65; and(v)in the case of Mr. Birns, a severance payment in an amount equal to two times base salary as of the termination date and, in the case of the ESP, a multiple (one or two times as determined by the Compensation Committee) of the executive's base salary as of the termination date, which will be paid to each executive in regular payroll installments over a 24-month period following termination.
(i) an amount equal to accrued but unpaid base salary and benefits (including accrued but unused vacations) through the date of termination, in the case of Mr. Birns, or Accrued Obligations (as defined in the ESP) such Accrued Obligations to be paid no later than 60 days after the date of termination, in the case of an ESP Executive;
(ii) any unpaid bonus for the year prior to the year of termination to be paid on the same date that bonuses are paid to our other senior executive officers;
(iii) a prorated bonus for the calendar year in which the executive’s employment is terminated, however, no prorated bonus will be paid if the executive’s termination date occurs before the payment of bonuses for the prior calendar year. Any such bonus will be prorated based on the bonus the executive would have earned if he or she had remained employed by us for the entire year. Any such bonus will be paid on the same date that bonuses are paid to our other senior executive officers;
(iv) continued health insurance coverage in effect as of the termination date for the executive and his or her immediate family, or covered dependents in the case of the ESP, for a period of up to 18 months. Such coverage will terminate earlier if the executive becomes eligible for health insurance coverage through employment or services provided to another person or entity, or, in the case of the ESP, if the executive attains the age of 65; and
(v) in the case of Mr. Birns, a severance payment in an amount equal to two times base salary as of the termination date and, in the case of the ESP, a multiple (one or two times as determined by the Committee) of the executive’s base salary as of the termination date, which will be paid, in either case, to each executive in regular payroll installments over a 24-month period following termination.
Upon the occurrence of a termination due to death or disability, Mr. Birns will be entitled to the payments specified in (i)-(iii) above and, under the ESP, Messrs. Smith, Crosby and Rau will be entitled to the payments specified in (i)-(iv) above.
58 WORLD FUEL SERVICES CORPORATION Executive Compensation Tables
Potential Payments Upon Termination Table
The estimated payments and benefits that would be provided to each of the NEOs pursuant to their respective agreements or the ESP, as the case may be, as a result of (1)
Terminationtermination by the Company forCause“cause” or byExecutive Without Good Reason,the executive without “good reason”, (2)Terminationtermination by the CompanyWithout Cause,without cause, (3)Terminationtermination byExecutivethe executive forGood Reason,“good reason”, (4)Terminationtermination by the CompanyWithout Causewithout “cause” or byExecutivethe executive forGood Reason“good reason” within two (2) years of aChange“change ofControl,control”, and (5)Termination of employmenttermination due to death or disability are set forth in the table below. Calculations for this table are based on the assumption that the termination took place on December 31,2019.2020. In order to receive the benefits set forth below, an executive must satisfy any post-termination obligations and certain restrictive covenants for a specified period of time after the termination eventbeforefor any cash severance paymentisto be made. We have the right toWorld Fuel Services Corporation|2020 Proxy Statement 64not pay or provide these benefits or discontinue the payment and provision of these benefits if the executive fails to satisfy such obligations.
Severance
Payment(1)Pro-Rata
Bonus(2)Medical
Benefits(3)Total(4) Michael J. Kasbar Termination by Company for Cause or by Executive Without Good Reason $ — $ — $ — $ — Termination by Company Without Cause(5) or by Executive for Good Reason 3,000,000 1,440,000 11,652 4,451,652 Termination by Company Without Cause or by Executive for Good Reason
within two (2) years of a Change of Control5,000,000 1,440,000 11,652 6,451,652 Death or Disability — 1,440,000 — 1,440,000 Ira M. Birns Termination by Company for Cause or by Executive Without Good Reason — — — — Termination by Company Without Cause or by Executive for Good Reason 1,200,000 920,000 40,445 2,160,445 Termination by Company Without Cause or by Executive for Good Reason
within two (2) years of a Change of Control1,200,000 920,000 40,445 2,160,445 Death or Disability — 920,000 — 920,000 Jeffrey P. Smith Termination by Company for Cause or by Executive Without Good Reason — — — — Termination by Company Without Cause 600,000 240,000 40,445 880,445 Termination by Company Without Cause or by Executive for Good Reason(6)
within two (2) years of a Change of Control600,000 480,000 40,445 1,120,445 Death or Disability — 480,000 40,445 520,445 Michael J. Crosby Termination by Company for Cause or by Executive Without Good Reason — — — — Termination by Company Without Cause 1,000,000 280,000 47,749 1,327,749 Termination by Company Without Cause or by Executive for Good Reason(6)
within two (2) years of a Change of Control1,000,000 560,000 47,749 1,607,749 Death or Disability — 560,000 47,749 607,749 John P. Rau Termination by Company for Cause or by Executive Without Good Reason — — — — Termination by Company Without Cause 1,200,000 280,000 35,279 1,515,279 Termination by Company Without Cause or by Executive for Good Reason(6)
within two (2) years of a Change of Control1,200,000 560,000 35,279 1,795,279 Death or Disability — 560,000 35,279 595,279 (1) The amounts in this column are the severance payments payable to our NEOs upon the occurrence of the relevant event. For Messrs. Birns, Smith, Crosby and Rau, this represents a severance payment equal to a multiple of their base salary as of the termination date (based on their actual salary as of December 31, 2020), payable over a 24-month period.
(2) The amounts in this column are the bonuses payable to the NEO, prorated through the date of termination. Amounts are paid when, and to the extent that, they would have been paid had the NEO’s employment not terminated. For Messrs. Kasbar and Birns, this amount reflects the amounts earned by the executive for the year-ended December 31, 2020. For Messrs. Smith, Crosby, and Rau this amount reflects the amounts earned by the NEO for the year-ended December 31, 2020, other than any bonuses that may be earned based on achievement of non-financial objectives, which are payable at target only in the case of death or disability or upon a termination without cause or for good reason within the two-year period following a change of control.
(3) Each NEO is entitled to receive continuation of their medical benefits generally for 18 months following the date of termination. This column reflects the current cost of COBRA premiums for such period and for purposes of this table, we have assumed the maximum premiums would be paid. Mr. Kasbar will turn 65 in July 2021 and therefore, his amount only reflects the cost of COBRA premiums until such time.
2021 PROXY STATEMENT 59 Severance
Payment(1)Pro-Rata
Bonus(2)Medical
Benefits(3)Total(4) Mr. Kasbar
Termination by Company for Cause or by Executive Without Good Reason
$— $— $— $— Termination by Company Without Cause(5) or by Executive for Good Reason
3,000,000 4,225,969 28,627 7,254,596 Termination by Company Without Cause or by Executive for Good Reason within two (2) years of a Change of Control
5,000,000 4,225,969 28,627 9,254,596 Death or Disability
— 4,225,969 — 4,225,969 Mr. Birns
Termination by Company for Cause or by Executive Without Good Reason
— — — — Termination by Company Without Cause or by Executive for Good Reason
1,200,000 1,694,745 38,665 2,933,411 Termination by Company Without Cause or by Executive for Good Reason within two (2) years of a Change of Control
1,200,000 1,694,745 38,665 2,933,411 Death or Disability
— 1,694,745 — 1,694,745 Mr. Smith
Termination by Company for Cause or by Executive Without Good Reason
— — — — Termination by Company Without Cause
600,000 734,614 38,665 1,373,280 Termination by Company Without Cause or by Executive for Good Reason(6) within two (2) years of a Change of Control
600,000 1,034,614 38,665 1,673,280 Death or Disability
— 1,034,614 38,665 1,073,280 Mr. Crosby
Termination by Company for Cause or by Executive Without Good Reason
— — — — Termination by Company Without Cause
1,000,000 835,629 45,745 1,881,374 Termination by Company Without Cause or by Executive for Good Reason(6) within two (2) years of a Change of Control
1,000,000 985,629 45,745 2,031,374 Death or Disability
— 985,629 45,745 1,031,374 Mr. Rau
Termination by Company for Cause or by Executive Without Good Reason
— — — — Termination by Company Without Cause
1,200,000 1,147,948 45,745 2,393,693 Termination by Company Without Cause or by Executive for Good Reason(6) within two (2) years of a Change of Control
1,200,000 1,366,130 45,745 2,611,875 Death or Disability
— 1,366,130 45,745 1,411,875 (1)The amounts in this column are the severance payments payable to our NEOs upon the occurrence of the relevant event. For Messrs. Birns, Smith, Crosby and Rau, this represents a severance payment equal to a multiple of their base salary as of the termination date (based on their actual salary as of December 31, 2019), payable over a 24-month period.(2)The amounts in this column are the bonuses payable to the executive, prorated through the date of termination. Amounts are paid when, and to the extent that, they would have been paid had the executive's employment not terminated. For Messrs. Kasbar and Birns, this amount reflects the amounts earned by the executive for the year-ended December 31, 2019. For Messrs. Smith, Crosby, and Rau this amount reflects the amounts earned by the executive for the year-ended December 31, 2019, other than any bonuses that may be earned based on achievement of non-financial objectives, which are payable at
World Fuel Services Corporation|2020 Proxy Statement 65target only in the case of Death or Disability or upon a Termination without Cause or for Good Reason within the two-year period following a Change of Control.Executive Compensation Tables(3)Each executive is entitled to receive continuation of his medical benefits generally for 18 months following the date of termination. This column reflects the current cost of COBRA premiums for such period and for purposes of this table, we have assumed the maximum premiums would be paid. Mr. Kasbar is also entitled to be reimbursed for the cost of obtaining comparable private health insurance coverage until the age of 65 up to a maximum of $150,000. Mr. Kasbar will turn 65 in 2021 and therefore his amount only reflects the cost of COBRA premiums until such time.(4)The totals in this column do not include (i) additional amounts payable to the executive under the Company's other employment programs that are applicable to all employees and (ii) any amounts that may be realized upon acceleration of outstanding equity to the extent that such executive is terminated, including after a change in control. Specifically, in accordance with the Company's policies, upon any termination, all employees are entitled to certain accrued obligations including salary earned through the date of termination, unreimbursed business expenses incurred in accordance with Company policy and a payment for unused paid time off. In addition, Mr. Kasbar is entitled to receive his non-qualified deferred compensation from a previously earned bonus upon any separation from us. Please see "Non-Qualified Deferred Compensation" table beginning on page 60 for an explanation of this amount.(5)If Mr. Kasbar's employment agreement is not renewed at the end of its term, Mr. Kasbar is entitled to the same amount of payments and benefits as if he were terminated without Cause.(6)As discussed above, our ESP defines "Good Reason" to have occurred only if certain events have happened within two years after a Change of Control has occurred. Consequently, for Messrs. Smith, Crosby, and Rau, any termination by him of his employment absent a Change of Control will be deemed a Termination without Good Reason.
(4) The totals in this column do not include (i) additional amounts payable to the executive under the Company’s other employment programs that are applicable to all employees and (ii) any amounts that may be realized upon acceleration of outstanding equity to the extent that such executive is terminated, including after a “change of control”. Specifically, in accordance with the Company’s policies, upon any termination, all employees are entitled to certain accrued obligations including salary earned through the date of termination, unreimbursed business expenses incurred in accordance with Company policy and a payment for unused paid time off. In addition, Mr. Kasbar is entitled to receive his non-qualified deferred compensation from a previously earned bonus upon any separation from us. Please see “Non-Qualified Deferred Compensation” table beginning on page 55 for an explanation of this amount. (5) If Mr. Kasbar’s employment agreement is not renewed at the end of its term, Mr. Kasbar is entitled to the same amount of payments and benefits as if he were terminated without “cause”. (6) As discussed above, our ESP defines “good reason” to have occurred only if certain events have happened within two years after a “change of control” has occurred. Consequently, for Messrs. Smith, Crosby, and Rau, any termination by him of his employment absent a “change of control” will be deemed a Termination without “good reason”. Equity Treatment
Our outstanding equity awards are subject to a
"double trigger"“double trigger” in the event of a Change of Control where the awards are replaced or substituted by the acquiror. Consequently, in addition to the amounts set forth in the table above, outstanding equity held by each of the NEOs would only accelerate to the extent that such executive was terminated in the two years following aChange“change ofControl.control”. Specifically, (i) our outstanding service-based SSARs would vest and be exercisable until the earlier of (a) two years plus 90 days following the termination date or (b) the expiration date, (ii) our service-based RSUs would vest and (iii) our outstanding RSUs and SSARs granted undertheany PSP would vest at either target or actual, as determined by the Committee, depending on the date of termination.TheAny PSP SSARs are thereafter exercisable until the earlier of: (a) one year after the termination date, or (b) the expiration date. With respect to any of the SSARs that vest as set forth above, the executive would be entitled to receive shares with a value equal to the difference between theconversionexercise price of the SSAR, which ranges from$27.52 and $57.48,$23.39 to $48.58, and the closing price of our common stock on the date of exercise.Our equity award agreements further provide that the outstanding equity awards held by our NEOs will pro-rata accelerate upon a
Terminationtermination withoutCause“cause” or upon death or disability.In addition,Mr.Kasbar'sKasbar’s employment agreement also provides that, in addition to the conditions for acceleration set forth above, the outstanding equity held byMr. Kasbarhim will accelerate upon aTerminationtermination withGood Reason“good reason” or upon the non-renewal of his employment agreement.As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the median annual total compensation of our employees and the annual total compensation of our Chief Executive Officer, Michael J. Kasbar.
World Fuel Services Corporation|2020 Proxy Statement 66As of December 31,
2017,2020, our employee population consisted of approximately5,2254,300 individuals working at the Company and our subsidiaries, of which approximately2,5011,900 were located in the U.S. (and approximately2,7242,400 were located outside the U.S.). We selected December 31,2017,2020, the last day of our fiscal year, as the determination date for identifying the median employee.In connection with this analysis, we excluded 49 employees, which were all of our employees located in Sweden.In
2017,2020, we identified the median employee by calculating the amount of annual total cash compensation (salary plus bonus, commissions, and the portion of long-term cash awards paid in2017)2020) paid to all of our employees globally (other than our CEO). We did not make any cost-of-living or other adjustments in identifying the median employee. Based on this methodology, the median employee in20172020 wasa full-time, salaried employee in the U.S.There have been no material changes in our employee population or employee compensation arrangements in that would significantly impact the process that we used to identify the median employee for the 2017 compensation. However, the median employee identified for 2017 was not employed by us on December 31, 2019. Therefore, as permitted by the SEC rules, we replaced the 2017 median employee's compensation with that of another employee whose compensation was substantially similar to that of the 2017 median employee. For 2019, the median employee is alsoa full-time, salaried employee in the U.S.Once we identified our
20192020 median employee, we then calculated the20192020 annual total compensation for such employee in accordance with the requirements of the executive compensation rules for the Summary Compensation Table (Item 402(c)(2)(x) of Regulation S-K). Under this calculation, the medianemployee'semployee’s annual total compensation in20192020 was$59,716.approximately $65,000. With respect to the annual total compensation of our CEO, we used the amount reported in the"Total"“Total” column of the Summary Compensation Table included in this proxy statement. The resulting ratio of the annual total compensation of our CEO to the annual total compensation of the median employee was119100 to 1.World Fuel Services Corporation|2020 Proxy Statement 6760 WORLD FUEL SERVICES CORPORATION Introduction
IntroductionThe Board recognizes that executive compensation is an important matter for our shareholders. The guiding principles of our executive compensation philosophy and practice continue to be to: (i) attract, motivate and retain the exceptional management talent required to achieve above average growth and profitability, (ii) focus on rewarding the types of performance that increase shareholder value, (iii) link executive compensation to our
long-termlong term strategic objectives and (iv) alignexecutives'executives’ interests with those of our shareholders.Pursuant to amendments to Section 14A of the Exchange Act, we are asking our shareholders to vote to approve or not approve, on
ana non-binding, advisory basis, the executive compensation philosophy, policies and procedures described in the Compensation Discussion and Analysis section beginning on page 36 of this proxy statement, and the compensation of our NEOs, as disclosed in this proxy statement. As an advisory vote, the results of this vote will not be binding on us, our Board or the Compensation Committee. However, our Board and Compensation Committee value the opinions of our shareholders, and will consider the outcome of this vote when making future decisions on the compensation of our NEOs and evaluating our executive compensation principles, policies and procedures.The Board believes that our executive compensation programs follow the guiding principles stated above. In order to align the interests of our senior executives with those of our shareholders, our executive compensation framework emphasizes the following:
●Total compensation is tied to performance. The majority of total executive compensation is variable and delivered on a pay-for-performance basis.●Long-term equity compensation aligns executives’ and shareholders’ interests. Our NEOs receive equity awards, which generally have multi-year vesting requirements.Accordingly, we are asking our shareholders to vote, in an advisory manner, “FOR” the adoption of the following resolution:
“RESOLVED, that the compensation paid to our NEOs, as disclosed in this proxy statement pursuant to Item 402 of Regulation SK, including the Compensation Discussion and Analysis, compensation tables and narrative discussion above is hereby APPROVED.”
VOTE REQUIRED
The affirmative vote of a majority of the votes cast on the proposal is required for the approval of the non-binding, advisory vote on executive compensation.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE APPROVAL OF THE COMPENSATION PAID TO 
AND ANALYSIS, COMPENSATION TABLES AND NARRATIVE DISCUSSION CONTAINED
ABOVE IN THIS PROXY STATEMENT.2021 PROXY STATEMENT 61 The Board believes that our executive compensation programs follow the guiding principles stated above. In order to align the interests of our senior executives with those of our shareholders, our executive compensation framework emphasizes the following:•Total compensation is tied to performance.The majority of total executive compensation is variable and delivered on a pay-for-performance basis.•Long-term equity compensation aligns executives' and shareholders' interests.Our NEOs receive equity awards, which generally have multi-year vesting requirements.
This framework has resulted in compensation for our NEOs that is commensurate with our financial results, as demonstrated by the higher payouts in 2019 as compared to the previous year. Accordingly, we are asking our shareholders to vote, in an advisory manner, "FOR" the adoption of the following resolution:"RESOLVED, that the compensation paid to our NEOs, as disclosed in this proxy statement pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion above is hereby APPROVED."The affirmative vote of a majority of the votes cast on the proposal is required for the approval of the non-binding, advisory vote on executive compensation.THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE APPROVAL OF THE COMPENSATION PAID TO OUR NEOS, AS DISCLOSED PURSUANT TO ITEM 402 OF REGULATION S-K, INCLUDING THE COMPENSATION DISCUSSION AND ANALYSIS, COMPENSATION TABLES AND NARRATIVE DISCUSSION CONTAINEDABOVE IN THIS PROXY STATEMENT.World Fuel Services Corporation|2020 Proxy Statement 68The Audit Committee appoints, compensates, retains and oversees our auditors. The Committee engages in an annual evaluation of the independent registered certified public accounting firm, or "independent auditor," qualifications, performance and independence and considers the advisability and potential impact of selecting a different independent registered certified public accounting firm.The Audit Committee has selected PwC to serve as our independent auditor for 2020. In accordance with SEC rules and PwC policies, audit partners are subject to rotation requirements to limit the number of consecutive years an individual partner may provide audit service to us. For lead and concurring review audit partners, the maximum number of consecutive years of service in that capacity is five years. The process for selection of our lead audit partner pursuant to this rotation policy includes meetings between the Chairman and the members of the Audit Committee and the candidates for the role, as well as discussion by the full committee with input from management.The Audit Committee and the Board believe that the continued retention of PwC as our independent auditor is in our best interests and those of our shareholders, and we are asking our shareholders to ratify the selection of PwC as our independent auditor for 2020. Although the Board is submitting the selection of PwC to our shareholders for ratification, the Audit Committee is not required to take any action as a result of the outcome of the vote on this proposal. If our shareholders do not ratify the selection of PwC as our independent registered certified public accounting firm, other independent registered certified public accounting firms will be considered by our Audit Committee, but the Audit Committee may nonetheless choose to engage PwC. Even if the appointment is ratified, the Audit Committee, in its discretion, may select a different independent registered certified public accounting firm at any time during the year if it determines that such a change would be in the best interest of us and our shareholders.Representatives of PwC are expected to be present at the Annual Meeting, will have an opportunity to make a statement if they desire and will be available to respond to questions.Fees and Services of PricewaterhouseCoopers LLP
The following table presents aggregate fees for professional audit services rendered by PwC for the audit of our consolidated financial statements for the fiscal years ended December 31,
20192020 and2018,2019, and fees billed for other services rendered by PwC during those periods.World FuelServicesCorporation|2020 Proxy Statement 69Rendered(in millions) 2020 2019 Audit Fees(1) $ 6.2 $ 7.0 Audit-Related Fees(2) 0.2 0.1 Tax Fees(3) 2.1 2.5 All Other Fees — — Total $ 8.5 $ 9.6 (1) These amounts represent fees for professional services rendered for the audits of our consolidated financial statements included in our annual report on Form 10-K, reviews of the quarterly consolidated financial statements included in our quarterly reports on Form 10-Q, statutory audits, the assessment of our internal control assertions required by Section 404 of the Sarbanes-Oxley Act of 2002 and other SEC filings and accounting consultations on matters related to the annual audits or interim reviews. (2) These amounts represent fees for professional services rendered in connection with service organization control reports in each of 2020 and 2019, as well as fees associated with the filing of our Form S-8 registration statement in 2020. (3) This amount represents fees for tax consulting and compliance services in our U.S. and non-U.S. locations. 62 WORLD FUEL SERVICES CORPORATION Services Rendered(in millions) 2019 2018 Audit Fees(1)
$ 7.0 $ 5.9 Audit-Related Fees(2)
0.1 0.3 Tax Fees(3)
2.5 0.9 All Other Fees
— — Total
$ 9.6 $ 7.1 Independent Registered Certified Public Accounting Firm(1)These amounts represent fees for professional services rendered for the auditsProposal No. 3—Ratification ofour consolidated financial statements included in our annual report on Form 10-K, reviews of the quarterly consolidated financial statements included in our quarterly reports on Form 10-Q, statutory audits, the assessment of our internal control assertions required by Section 404 of the Sarbanes-Oxley Act of 2002 and other SEC filings and accounting consultations on matters related to the annual audits or interim reviews.(2)These amounts represent fees for professional services rendered in connection with service organization control reports in each of 2018 and 2019, as well as the implementation of accounting-related software for 2018.(3)This amount represents fees for tax consulting and compliance services in our U.S. and non-U.S. locations.
Audit Committee Pre-Approval Policy
Consistent with requirements of the SEC and the Public Company Accounting Oversight Board
("PCAOB"(“PCAOB”) regarding auditor independence, the Audit Committee (i) appoints, (ii) negotiates and sets the compensation of and (iii) oversees the performance of the independent registered public accounting firm. In recognition of this responsibility, the Audit Committee has established a pre-approval policy for all audit and permitted non-audit services performed by our independent auditors to ensure that providing such services does not impair theauditors'auditors’ independence. There are two types ofpre-approvalpre-approvals under the policy, general and specific. Under the general type of pre-approval, proposed services are pre-approved on a categorical basis for up to 12 months and must be detailed as to the particular services provided and sufficiently specific and objective so that no judgments by management are required to determine whether a specific service falls within the pre-approved category. The Audit Committee reviews the general pre-approval categories on a periodic basis and approves the fee levels for each category annually. Under the specific type of pre-approval, proposed services, such as the annual audit engagement terms and fees, are approved on a case-by-case basis. Any services that have not been generally pre-approved or that exceed the approved fee levels must be specifically pre-approved. Specific pre-approval must be obtained from the Audit Committee.The Audit Committee has delegated the authority to the Chairman of the Audit Committee to pre-approve audit and permitted non-audit services to be provided by
theour independentregistered certified public accounting firmauditor so long as such services: (a) involve fees of less than $100,000, and (b) are subsequently reported to and approved by the full Audit Committee at its next scheduled meeting. The Audit Committee approved all services provided by, and all fees paid to, PwC. The Audit Committee has considered the services provided by PwC as described above and has determined that such services are compatible with maintainingPwC'sPwC’s independence.World Fuel Services Corporation|2020 Proxy Statement 70The Audit Committee has reviewed and discussed with management and with the independent registered certified public accounting firm the audited consolidated financial statements for the
20192020 fiscal year. The Audit Committee has also performed the other reviews and duties set forth in its charter. The Audit Committee discussed with the independent registered certified public accounting firm the matters required to be discussed by Auditing Standard No. 1301, Communication with Audit Committees, as adopted by the PCAOB.Additionally, the Audit Committee has: (i) received the written disclosures and the letter from the independent registered certified public accounting firm required by the applicable requirements of the PCAOB regarding the independent registered certified public accounting
firm'sfirm’s communications with the Audit Committee concerning independence; (ii) considered whether the provision of tax and accounting research and other non-audit services by our independent registered certified public accounting firm is compatible with maintaining their independence; and (iii) discussed with the independent registered certified public accounting firm their independence from us and our management.In reliance on the foregoing reviews and discussions, the Audit Committee recommended to the Board that the audited consolidated financial statements referred to above be included in our Annual Report on Form 10-K for the
20192020 fiscal year for filing with the SEC.In determining whether to reappoint PwC as our independent registered certified public accounting firm for
2020,2021, the Audit Committee considered the qualifications, performance and independence of the firm and the audit engagement team, together with the following factors:•PwC's capabilities to handle the breadth and complexity of our global operations;•PwC's familiarity with our industry, accounting policies, financial reporting process, and internal control over financial reporting;•the quality and candor of PwC's communications with the Audit Committee and management;•external data on the firm's audit quality and performance, including recent PCAOB reports on PwC and its peer firms;•the performance of the lead engagement partner and the other professionals on our account; and•the appropriateness of PwC's fees based on the scope of activities.
● PwC’s capabilities to handle the breadth and complexity of our global operations; ● PwC’s familiarity with our industry, accounting policies, financial reporting process, and internal control over financial reporting; ● the quality and candor of PwC’s communications with the Audit Committee and management; ● external data on the firm’s audit quality and performance, including recent PCAOB reports on PwC and its peer firms; ● the performance of the lead engagement partner and the other professionals on our account; and ● the appropriateness of PwC’s fees based on the scope of activities. In light of the Audit
Committee'sCommittee’s views on the performance of PwC, it is the AuditCommittee'sCommittee’s belief that continuing to retain PwC is in our best interest and those of our shareholders. Consequently, the Audit Committee has appointed PwC as our independent registered certified public accounting firm for fiscal year20202021 and recommends that shareholders ratify the appointment at the Annual Meeting.John L. Manley, Chairman
Jorge L. Benitez, Member
Richard A. Kassar, MemberWorld Fuel Services Corporation|2020 Proxy Statement 71Notwithstanding anything to the contrary set forth in any of our previous filings under the Securities Act of 1933, as amended, or the Exchange Act that might incorporate future filings, including this proxy statement, in whole or in part, the Report of the Audit Committee and the Compensation Committee Report above shall not be incorporated by reference into this proxy statement.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE2021 PROXY STATEMENT 63 "FOR" THE RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLPAS OUR INDEPENDENT REGISTERED CERTIFIED PUBLIC ACCOUNTING FIRMFOR THE 2020 FISCAL YEARWorld Fuel Services Corporation|2020 Proxy Statement 72On March 12, 2020, the Board approved the adoption of the World Fuel Services Corporation 2020 Omnibus Plan (the "2020 Plan" or the "Plan"), subject to approval by our shareholders. The Board of Directors adopted the 2020 Plan as a flexible omnibus incentive compensation plan that would allow the Company to use different forms of compensation awards to attract new employees, executives and directors, to further the goal of retaining and motivating employees and directors and to further align such individuals' interests with those of our shareholders.The use of equity as part of our compensation program is important because it fosters a pay-for-performance culture, which is an essential element of our overall compensation philosophy. We believe that equity compensation motivates individuals to create shareholder value since the value they ultimately realize from such compensation is based on our stock performance. As described in greater detail below, the Board believes that the effective use of equity-based compensation and performance-based compensation has been integral to our success in the past and is a key component of our ability to drive strong performance in the future. Accordingly, the Board is seeking shareholder approval of the 2020 Plan. The summary that follows represents the terms of the 2020 Plan in the event it is approved by the shareholders.The following information regarding the 2020 Plan is being provided to you in connection with the solicitation of proxies for the approval of the adoption of the 2020 Plan. The following description of the 2020 Plan is a summary only and does not purport to be complete. The summary is qualified in its entirety by reference to the 2020 Plan. The text of the 2020 Plan is attached as Annex A to this proxy statement. You are urged to read the 2020 Plan.The
20202021 Plan is intended to replace our20162020 Omnibus Plan (the"2016 Plan"“2020 Plan”). No new awards will be granted under the20162020 Plan upon approval of the20202021 Plan by our shareholders, however, outstanding awards under the20162020 Plan will continue to be governed by the terms of the20162020 Plan until exercised, settled, expired or otherwise terminated or canceled. If the20202021 Plan is approved, the number of shares of our common stock (the"Stock"“Stock”) that will be available for issuance under the20202021 Plan pursuant to any form of equity awards permitted under the20202021 Plan will be equal to the sum of (a)1,550,0002.85 million shares of Stock plus (b) any shares of Stock remaining available for future awards under the20162020 Plan on the date the20202021 Plan is approved by theCompany'sCompany’s shareholders (of which there were2.40.7 million shares of Stock remaining available for future awards under the20162020 Plan as ofMarch 30,December 31, 2020); plus (c) any shares of Stock with respect to awards that were granted under the 2021 Plan, the 2020 Plan,theour 2016 Omnibus Plan (the “2016 Plan”) or our 2006 Omnibus Plan (the"2006 Plan"“2006 Plan” and together with the 2016 Plan and 2020 Plan, the"Prior Plans"“Prior Plans”) that are forfeited or canceled (e.g., due to therecipient'srecipient’s failure to satisfy applicable service or performance conditions) after the20202021 Plan is approved by theCompany'sCompany’s shareholders. However, shares of Stock with respect to awards under the20202021 Plan or the Prior Plans that are withheld or tendered or not issued to the Participant to satisfy tax withholding obligations or to pay the exercise price of an award under the20202021 Plan or any award under a Prior Plan would not become available for issuance pursuant to the20202021 Plan.64 WORLD FUEL SERVICES CORPORATION Proposal No. 4—Approval of the 2021 Omnibus Plan
Share Reservation
In its determination to recommend that the Board approve the
20202021 Plan, the Compensation Committee (the “Committee”) reviewed a summary of the20202021 Plan terms and the share usage, overhang and dilution metrics set forth below, as well as market practices and trends and the cost of the20202021 Plan. The following table summarizes the number of shares (in millions) that were authorized for issuance relatedWorld Fuel Services Corporation|2020 Proxy Statement 73to outstanding awards under the Prior Plans and available for future awards under the
20162020 Plan as ofMarch 30,December 31, 2020 (in millions).Plan Shares Subject to Outstanding
SSARs/PSSARsShares Subject to Outstanding
Full-Value AwardsShares Remaining Available for
Future GrantsTotal 2006 Plan 0.1 (1) 0.4 — 0.5 2016 Plan 2.2 1.0 — 3.2 2020 Plan — 0.5 0.7 1.2 Total 2.3 1.9 0.7 4.9 Shares Subject to
Outstanding
SSARs/PSSARsShares Subject to
Outstanding Full-Value
AwardsShares Remaining
Available for
Future Grants under the
2016 PlanTotal 2.4 (1) 1.6 2.4 6.4 (1)The weighted average exercise price of the stock-settled stock appreciation rights ("SSARs") and performance-based SSARs ("PSSARs") is $29.34 and the weighted average remaining term is 3.2 years. The Company does not have any stock options ("Options"), other SSARs or PSSARs (which are types of stock appreciation rights ("SARs")) outstanding.
(1) The weighted average exercise price of the SSARs and performance-based SSARs (“PSSARs”) is $28.90 and the weighted average remaining term is 2.4 years. The Company does not have any stock options (“Options”), other SSARs or PSSARs (which are types of stock appreciation rights (“SARs”)) outstanding.
Our Board recognizes the impact of dilution on our shareholders and has evaluated this impact carefully in the context of the need to attract, retain, motivate and ensure that our leadership team and key employees are focused on our strategic priorities and their interests are aligned with those of our shareholders. We had approximately
65.562.9 million shares outstanding as ofMarch 30,December 31, 2020.The aggregate total of
6.44.9 million shares represents a fully-diluted overhang of approximately8.9%7.2% of our shares of Stock outstanding as ofMarch 30,December 31, 2020. If the20202021 Plan is approved, the1.552.85 million newly authorized shares requested would increase the overhang to approximately10.8%8.0%. Overhang is calculated as the total of (a) shares underlying outstanding awards plus shares available for issuance under future equity awards, divided by (b) the total number of shares outstanding, shares underlying outstanding awards and shares available for issuance under future equity awards. Our Board believes that the proposed share reserve represents a reasonable amount of potential equity dilution to accommodate our long-term strategic and growth priorities.Share Usage
We believe we have demonstrated our commitment to sound equity compensation practices. For example, as set forth in the table below, our average three-year burn rate for
2017,2018, 2019 and20192020 is1.69%1.89%. Our average three-year burn rate is calculated as the number of shares granted under the 2016 Plan and 2020 Plan, as applicable, in each fiscal year, including SSARs, PSSARs, RSAs, RSUs, and performance-based RSUs("PSUs"(“PSUs”), divided by the weighted average common shares outstanding. Management and our Board are cognizant of the expense attributable to compensatory stock awards, as well as dilution, and strive to maintain both at appropriate levels.(Amounts in millions) Year SSARs/PSSARs
GrantedFull-Value
Awards
GrantedTotal
GrantedWeighted Average
Common Shares
OutstandingBurn Rate 2020 0.1 1.2 1.3 63.7 2.07% 2019 0.7 0.3 1.0 66.1 1.51% 2018 1.2 0.2 1.4 67.4 2.08% Three-Year Average 1.89% 2021 PROXY STATEMENT 65 (Amounts in millions) YearSSARs/PSSARs
GrantedFull-
Value
Awards
GrantedTotal
GrantedWeighted Average
Common Shares
OutstandingBurn Rate 2019
0.7 0.3 1.0 66.1 1.51 % 2018
1.2 0.2 1.4 67.4 2.08 % 2017
0.4 0.6 1.0 68.1 1.47 % Three-Year Average
1.69 % World Fuel Services Corporation|2020 Proxy Statement 74Proposal No. 4—Approval of the 2021 Omnibus Plan
Important Governance Features and Practices
The
20202021 Plan and our equity grant practices are designed to reflect leading corporate governance practices and protect shareholder interests:Feature/Practice Description FEATURE/PRACTICEDESCRIPTION
No Liberal Share RecyclingNeither shares of Stock withheld or tendered to satisfy applicable tax withholding obligations or in payment of the exercise price of an award either under the
20202021 Plan or a Prior Plan nor any shares of Stock repurchased by the Company on the open market with the proceeds of an award under the20202021 Plan or Prior Plan paid to the Company by or on behalf of the Participant would be available again for purposes of determining the maximum number of shares of Stock available for delivery under the20202021 Plan.
Each share of Stock with respect to which a SAR is exercised would be counted as one share of Stock against the maximum number of shares of Stock available for delivery under the Plan, regardless of the number of shares of Stock actually delivered upon settlement of such SAR.
No Evergreen Provision
The Plan does not contain an"evergreen"“evergreen” feature that automatically replenishes the shares available for future grants under the20202021 Plan.
No Automatic Grants
The Plan does not provide for automatic grants to any participant.
No Tax Gross-Ups
The Plan does not provide for any tax gross-ups.
No Discounted Options or SARsOptions and SARs may not be granted with exercise prices lower than the market value of the underlying shares on the grant date.
Explicit
"No Repricing"“No Repricing” ProvisionsSubject to certain adjustment provisions, the Plan expressly provides that the terms of Options or SARs may not be amended, substituted or replaced or re-granted, without shareholder approval, to (1) reduce the exercise price of outstanding Options or SARs or (2) cancel outstanding options or SARs in exchange for Options or SARs with a lower exercise price.
Minimum Vesting/
Minimum RetentionStock-based awards are subject to a minimum vesting period of one year unless otherwise specified in the equity award agreement. The minimum vesting period is subject to
a de minimis exception and a furtheran exception in connection with aparticipant'sparticipant’s death or disability.In addition, asAs discussed in the Compensation Discussion and Analysis section of this proxy statement, our stock ownership and retention guidelines require our NEOs to retain 50% of any net after-tax shares acquired pursuant to any equity award for three years after the shares are delivered (or until the individual ceases to be an executive officer, if earlier) and own shares of our Stock with a total value equal to a specified multiple of their base salary, based on level.
Individual Limits on Awards
The Plan limits the number of shares of Stock underlying performance compensation awards that may be granted to a participant in a calendar year. There are further limits on the number of shares underlying awards that may be granted to independent directors.World Fuel Services Corporation|2020 Proxy Statement 75FEATURE/PRACTICEDESCRIPTIONNo discretionary authority to accelerate upon termination The Committee does not have discretionary authority to accelerate vesting of an award in the event of a participant'sparticipant’s termination of employment other than in connection with theparticipant'sparticipant’s death or disability.
Double-trigger vesting of awards upon a Change of ControlAwards do not accelerate upon a Change of Control (as defined below), unless the employee is terminated without Cause (as defined below) within 12 months following the Change of Control or the awards are not assumed by the acquiror.
For performance awards outstanding at the Change of Control, (i) the performance period would end on the date immediately prior to such Change of Control, (ii) the Committee would determine the actual level of achievement of performance goals based upon theCompany'sCompany’s audited or unaudited financial information or other information then available as the Committee deems relevant and (iii) the earned amount of performance awardswillcontinue to be subject to any service-based vesting conditions that remain in place.
No liberal Change of Control definition
The definition of Change of Control would require consummation, not only shareholder approval, of a merger or similar corporate transaction.
No Dividends on Unvested Awards, Stock Options or SARs
The Plan prohibits the payment of dividends or dividend equivalents on Options and SARs. Where permitted for other awards, dividends or dividend equivalent rights, if any, will be subject to the same vesting requirements and risk of forfeiture as the underlying award and will only be paid at the time those vesting requirements are satisfied.
Seven-year expiration
No Option or SAR is permitted to be exercisable after the seven-year anniversary of the date of grant.
Independent Administration
The Plan is administered by the Compensation Committee, which is composed entirely of directors which are"independent"“independent” within the meaning of the NYSE independence requirements and"non-employee directors"“non-employee directors” as defined in Rule 16b-3 under the Exchange Act.66 WORLD FUEL SERVICES CORPORATION Vote RequiredTable of ContentsUnder the NYSE rules, approvalProposal No. 4—Approval of the 2021 Omnibus Planrequires the affirmative vote of the majority of the votes cast on the proposal.THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE"FOR" APPROVAL OF THE WORLD FUEL SERVICES CORPORATION 2020 OMNIBUS PLANWorld Fuel Services Corporation|2020 Proxy Statement 76Administration
The Plan is to be administered by the Compensation Committee,
(the "Committee") of the Board,which is comprised exclusively of non-management independent directors, who serve at the discretion of the Board. In the absence of the Committee, the Plan is administered by the Board. The Committee would also be permitted to delegate its responsibilities and powers to any director, officer or employee it chooses, and such delegation may be revoked by the Committee at any time, provided that such persons may not take any action with respect to (i) awards held by"officers"“officers” of the Company (within the meaning of Rule 16a-1 under the Exchange Act) or independent directors, (ii) take any action inconsistent with Section 409A of the Code, or (iii) take any action inconsistent with applicable provisions of the Florida Business Corporation Act.Subject to the terms of the Plan, the Committee is authorized to (i) select eligible recipients, (ii) determine the terms and conditions of the awards, (iii) construe and interpret the Plan and awards, (iv) grant replacement awards in specified circumstances, (v) establish, amend and revoke rules and regulations for its administration and (vi) cancel awards. The Committee would not, however, have discretionary authority to accelerate vesting of an award in the event of a
participant'sparticipant’s termination of employment other than in connection with theparticipant'sparticipant’s death or disability. Any interpretation of the Plan by the Committee, and any decision made by the Committee under the Plan, is binding and conclusive on all persons. In no event would the Committee have the power to reprice options or SARs with an exercise price that is less than the original exercise price, unless such action is approved by theCompany'sCompany’s shareholders. Any awards granted to an independent director of the Board is administered by the Board, and the Board would have all the powers of the Committee in such circumstances.Eligibility
Any current or prospective employee, officer or member of the Board of the Company or any of its Subsidiaries, any individual consultant or other person who performs services for the Company or any of its Subsidiaries is eligible for selection by the Committee to receive awards and participate in the Plan. The Company currently expects that awards would be generally granted to approximately 275 employees and non-employee directors (of whom there are currently
eightseven non-employee directors.)Shares Available for Awards
Subject to adjustment for changes in capitalization, the maximum total number of shares of Stock that may be delivered to participants and their beneficiaries under the Plan is equal to the sum of (a)
1,550,0002.85 million shares of Stock plus (b) any shares of Stock remaining available for future awards under the20162020 Plan on the date the20202021 Plan is approved by theCompany'sCompany’s shareholders; plus (c) any shares of Stock with respect to awards that were granted under the20202021 Plan or Prior Plans that are forfeited or canceled (e.g., due to therecipient'srecipient’s failure to satisfy applicable service or performance conditions) after the20202021 Plan is approved by theCompany'sCompany’s shareholders. However, shares of Stock with respect to awards under the20202021 Plan or the Prior Plans that are withheld or tendered or not issued to the Participant to satisfy tax withholding obligations or to pay the exercise price of any such award would not become available for issuance pursuant to the20202021 Plan. In addition, any shares of Stock repurchased by the Company on the open market with the proceeds of an award under the20202021 Plan or Prior Plan paid to the Company by or on behalf of the Participant would also not become available for issuance under the20202021 Plan.Upon exercise of a SAR, each share of Stock with respect to which such SAR is exercised is counted as one share of Stock against the maximum aggregate number of shares of Stock that may be
World Fuel Services Corporation|2020 Proxy Statement 77delivered pursuant to awards granted under the Plan, regardless of the number of shares of Stock actually delivered upon settlement of such SAR. If and to the extent that shares of Stock are not delivered because an award is settled in cash, those shares would not be deemed to have been delivered for purposes of determining the maximum number of shares of Stock available for delivery under the Plan. Shares of Stock issued pursuant to awards granted in substitution for awards previously granted by a company acquired by the Company or subsidiary, or with which the Company or any subsidiary combines, would not reduce the limit on shares of Stock available for delivery under the Plan.
Types of Awards
Under the Plan, the Committee is authorized to grant stock options, SARs, SSARs, stock unit awards, performance compensation awards, RSAs, RSU awards, other stock-based awards and cash incentive awards.
2021 PROXY STATEMENT 67 Proposal No. 4—Approval of the 2021 Omnibus Plan
Stock Options and SARs
The Committee is authorized to grant incentive stock options
("ISOs"(“ISOs”), which can result in potentially favorable tax treatment to the participant, non-qualified stock options and SARs, which entitle the participant to receive the amount by which the fair market value of a share of Stock on the date of exercise exceeds the exercise price of the SAR. The exercise price per share subject to an option and the exercise price of a SAR is determined by the Committee, but may not be less than the fair market value of a share of Stock on the date of grant. For purposes of the Plan, the fair market value of a share of Stock as of any given date is the closing sales price per share of Stock as reported on the principal securities exchange or market on which Stock is then listed or admitted to trading on the date that the award is granted or, if the grant date is not a trading day, the fair market value is the closing sales price per share of Stock on the most recent trading prior to the date the award was granted. The maximum term of each option or SAR, the times at which and the manner in which each option or SAR will be exercisable, and provisions requiring forfeiture of unexercised options or SARs at or following termination of employment generally is fixed by the Committee, provided, however, that in no event may an option or SAR remain exercisable after the seven-year anniversary of the date of grant.Stock-Based Awards and Cash Incentive Awards
Stock-based awards (other than Options and SARs) would consist of: (1) stock unit awards, which are vested awards that entitle the participant to receive shares of Stock in the future; (2) RSAs, which are shares of Stock that are subject to forfeiture or other restrictions that would lapse upon the achievement of one or more goals relating to completion of service, performance or other objectives; (3) RSU awards, which entitle the participant to receive shares of Stock in the future subject to the achievement of one or more goals, relating to completion of certain service, performance or other objectives; and (5) other stock-based awards, which are awards (other than Options, SARs, stock unit awards, RSAs or RSU awards), that is denominated or payable in, valued in whole or in part by reference to, or otherwise based on or related to, shares of Stock. Cash incentive awards would entitle the participant to receive a designated dollar value amount of cash and is subject to the achievement of one or more goals relating to completion of service, performance or other
objectivesobjectives.Performance Compensation Awards
The Committee is authorized to designate any award granted under the
20202021 Plan as a performance compensation award that is contingent on the achievement of performance measures during a performance period as determined by the Committee upon the grant of the performanceWorld Fuel Services Corporation|2020 Proxy Statement 78compensation award. Performance compensation awards may be settled by delivery of cash, shares or other property, or any combination thereof, as determined by the Committee.
The Committee may establish the performance measures for awards under the Plan which may be based on the achievement of one or more of the following business criteria for the Company, on a consolidated basis, or for any Subsidiary, or for business or geographical units of the Company or any Subsidiary (except with respect to the shareholder return measures and earnings per share criteria),: (1) earnings per share or diluted earnings per share; (2) revenues or margins; (3) cash flow; (4) gross or net profitability/profit margins (including profitability of a product or service); (5) return measures (including return on net assets, investment, capital, equity, or sales); (6) economic value; enterprise value; (7) direct contribution; (8) net income; (9) pretax earnings; (10) earnings before interest and taxes; (11) earnings before interest, taxes, depreciation and amortization; (12) earnings after interest expense and before non-recurring or special items; (13) operating income; (14) income before interest income or expense, unusual items and income taxes, local, state, federal or foreign and excluding budgeted and actual bonuses which might be paid under any ongoing bonus plans of the Company; (15) working capital; (16) costs or expenses (including specified types or categories thereof); (17) identification and/or consummation of investment opportunities or completion of specified projects, including strategic mergers, acquisitions or divestitures; (18) shareholder return measures; share price; (19) debt reduction or borrowing levels; (20) improvements in capital structure; (21) sales or product volume; days sales outstanding; (22) market share (in the aggregate or by segment); (23) ratios (including operating, leverage, combined); (24) book, economic book or intrinsic book value (including book value per share); (25) entry into new markets, either geographically or by business unit; (26) customer retention and satisfaction; (27) safety and accident rates; (28) strategic plan development and implementation, including turnaround plans; (29) funds from operations, (30) any other financial or operational metric selected by the Committee; or (31) any other criteria as the Committee determines in its discretion.
Any of the above goals may be determined on an absolute or relative basis (e.g. growth in earnings per share) or as compared to the performance of a published or special index deemed applicable by the Committee including, but not limited to, the Standard &
Poor'sPoor’s 500 Stock Index or a group of companies that are selected by the Committee. The Committee may adjust the impact of one or more events or occurrences as the Committee determines appropriate, including, without limitation, (i) acquisitions, divestitures, restructurings, discontinued operations, and other unusual or non-recurring charges, (ii) an event either not directly related to the operations of the Company or any of its affiliates, Subsidiaries, divisions, segments or operating units or not within the reasonable control of theCompany'sCompany’s management, or (iii) a change in accounting standards required by generally accepted accounting principles.68 WORLD FUEL SERVICES CORPORATION Proposal No. 4—Approval of the 2021 Omnibus Plan
Other Terms of Awards
Awards issued under the Plan may also include the following terms:
•Awards may be settled in the form of cash, shares of Stock, other awards, or any combination thereof, as the Committee is permitted to determine.•The Committee may require or permit participants to defer the settlement of all or part of an award in accordance with such terms and conditions as the Committee may establish, which may include the payment or crediting of interest or dividend equivalents on deferred amounts, and may include such credits into deferred Stock equivalents. A participant would, however, only be eligible to receive dividends or dividend equivalents in respect of any award that vests or is payable upon achievement of performance measures to the extent that the relevant performance measures are achieved and all or some of the award has
● Awards may be settled in the form of cash, shares of Stock, other awards, or any combination thereof, as the Committee is permitted to determine. ● The Committee may require or permit participants to defer the settlement of all or part of an award in accordance with such terms and conditions as the Committee may establish, which may include the payment or crediting of interest or dividend equivalents on deferred amounts, and may include such credits into deferred Stock equivalents. A participant would, however, only be eligible to receive dividends or dividend equivalents in respect of any award that vests or is payable upon achievement of performance measures to the extent that the relevant performance measures are achieved and all or some of the award has been earned for the applicable period. In addition, no dividends or dividend equivalents will be paid on Options or SARs. ● The Committee is permitted to condition the delivery of any shares of Stock or benefits under the Plan on satisfaction of the applicable tax withholding obligations, and may permit such withholding obligations to be satisfied through cash payment by the participant, the surrender of shares of Stock which the participant already owns, the withholding of shares of Stock that otherwise would have been delivered pursuant to the award, or the surrender of shares of Stock to which the participant is otherwise entitled under the Plan. ● Except as otherwise provided by the Committee, awards under the Plan would not be transferable except as designated by the participant by will or by the laws of descent and distribution. World Fuel Services Corporation|2020 Proxy Statement 79•The Committee is permitted to condition the delivery of any shares of Stock or benefits under the Plan on satisfaction of the applicable tax withholding obligations, and may permit such withholding obligations to be satisfied through cash payment by the participant, the surrender of shares of Stock which the participant already owns, the withholding of shares of Stock that otherwise would have been delivered pursuant to the award, or the surrender of shares of Stock to which the participant is otherwise entitled under the Plan.•Except as otherwise provided by the Committee, awards under the Plan would not be transferable except as designated by the participant by will or by the laws of descent and distribution.
been earned for the applicable period. In addition, no dividends or dividend equivalents will be paid on Options or SARs.Change of Control
In the event of a Change of Control, unless otherwise provided in the applicable award or an individual employment agreement, all awards that are outstanding and unvested as of immediately prior to a Change of Control would remain outstanding and unvested, provided that for any outstanding performance compensation awards, (i) the performance periods that would be in effect on the date the Change of Control occurs would instead end on the date immediately prior to such Change of Control, (ii) the Committee would determine the actual level of achievement of the performance goals with respect to each such performance period as of the most recent practicable date prior to such Change of Control based upon the
Company'sCompany’s audited or unaudited financial information or other information then available as the Committee deems relevant and (iii) to the extent earned, such performance awards will continue to be subject to any service-based vesting conditions that remain in place. If, however, (A) within two years following a Change of Control, theparticipant'sparticipant’s employment with the Company and its affiliates is terminated without Cause or (B) in connection with the Change of Control, no provision is made for assumption, continuation or substitution of awards in a manner that preserves the material terms and conditions of the awards, then any awards that are unexercisable, unvested or subject to restrictions would automatically become exercisable and vested and all restrictions would lapse as of the date of such termination or immediately prior to the Change of Control, as applicable.The term
"Change“Change ofControl"Control” is defined in the Plan to mean any one of the following events:•any person or "group"● any person or “group” as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, but excluding any employee benefit plan or plans of the Company and its Subsidiaries, becomes the beneficial owner, directly or indirectly, thirty percent (30%) or more of the combined voting power of the Company’s outstanding voting securities ordinarily having the right to vote for the election of directors of the Company; provided, however, that, for purposes of this subparagraph a), any acquisition directly from the Company will not constitute a Change of Control; or ● any merger, consolidation, reorganization or similar event of the Company or any of its Subsidiaries, as a result of which the holders of the voting stock of the Company immediately prior to such merger, consolidation, reorganization or similar event do not directly or indirectly hold at least fifty-one percent (51%) of the aggregate voting power of the capital stock of the surviving entity; or ● the individuals who, as of the date on which our shareholders approve the Plan (the “Effective Date”), constitute the Board (as of the Effective Date, the “Incumbent Board”) cease for any reason to constitute at least two-thirds (2/3) of the Board, or in the case of a merger or consolidation of the Company, do not constitute or cease to constitute at least two-thirds (2/3) of the board of directors of the surviving company (or in a case where the surviving corporation is controlled, directly or indirectly by another corporation or entity, do not constitute or cease to constitute at least two-thirds (2/3) of the board of such controlling corporation or do not have or cease to have at least two-thirds (2/3) of the voting seats on any body comparable to a board of directors of such controlling entity, or if there is no body comparable to a board of directors, at least two-thirds (2/3) voting control of such controlling entity); provided that any person becoming a director (or, in the case of a controlling non-corporate entity, obtaining a position comparable to a director or obtaining a voting interest in such entity) subsequent to the Effective Date whose election, or nomination for election, was approved by a vote of the persons comprising at least two-thirds (2/3) of the Incumbent Board (other than an election or nomination of an individual whose initial assumption of office is pursuant to an actual or threatened election contest), shall be, for purposes of the Plan, considered as though such person were a member of the Incumbent Board; or ● there is a liquidation or dissolution of the Company or all or substantially all of the assets of the Company have been sold. 2021 PROXY STATEMENT 69 Proposal No. 4—Approval of the
Securities Exchange Act of 1934, as amended, but excluding any employee benefit plan or plans of the Company and its Subsidiaries, becomes the beneficial owner, directly or indirectly, thirty percent (30%) or more of the combined voting power of the Company's outstanding voting securities ordinarily having the right to vote for the election of directors of the Company; provided, however, that, for purposes of this subparagraph a), any acquisition directly from the Company will not constitute a Change of Control; or•any merger, consolidation, reorganization or similar event of the Company or any of its Subsidiaries, as a result of which the holders of the voting stock of the Company immediately prior to such merger, consolidation, reorganization or similar event do not directly or indirectly hold at least fifty-one percent (51%) of the aggregate voting power of the capital stock of the surviving entity; or•the individuals who, as of the date on which our shareholders approve the2021 Omnibus Plan(the "Effective Date"), constitute the Board (as of the Effective Date, the "Incumbent Board")
World Fuel Services Corporation|2020 Proxy Statement 80•there is a liquidation or dissolution of the Company or all or substantially all of the assets of the Company have been sold.
cease for any reason to constitute at least two-thirds (2/3) of the Board, or in the case of a merger or consolidation of the Company, do not constitute or cease to constitute at least two-thirds (2/3) of the board of directors of the surviving company (or in a case where the surviving corporation is controlled, directly or indirectly by another corporation or entity, do not constitute or cease to constitute at least two-thirds (2/3) of the board of such controlling corporation or do not have or cease to have at least two-thirds (2/3) of the voting seats on any body comparable to a board of directors of such controlling entity, or if there is no body comparable to a board of directors, at least two-thirds (2/3) voting control of such controlling entity); provided that any person becoming a director (or, in the case of a controlling non-corporate entity, obtaining a position comparable to a director or obtaining a voting interest in such entity) subsequent to the Effective Date whose election, or nomination for election, was approved by a vote of the persons comprising at least two-thirds (2/3) of the Incumbent Board (other than an election or nomination of an individual whose initial assumption of office is pursuant to an actual or threatened election contest), shall be, for purposes of the Plan, considered as though such person were a member of the Incumbent Board; orUnless defined otherwise in the award or individual employment agreement, the term
"Cause"“Cause” is defined in the Plan to mean:a)the material failure by the participant to perform, in a reasonable manner, his or her duties as assigned by the Company or any Subsidiary (or any successor company);b)any material violation or breach by the participant of his or her employment agreement, consulting or other similar agreement with the Company or any Subsidiary (or successor company), if any;c)any material violation or breach by the participant of any non-competition, non-solicitation, non-disclosure or other similar agreement with the Company or any Subsidiary (or successor company);d)any material violation or material breach by the participant of the Company's Code of Conduct or any other Company (or successor company) policy;e)any act by the participant of material dishonesty or fraud that injures the reputation or business of the Company or any Subsidiary (or successor company); orf)the conviction of or entry of a plea of guilty or nolo contender to a felony or a crime involving moral turpitude.
a) the material failure by the participant to perform, in a reasonable manner, his or her duties as assigned by the Company or any Subsidiary (or any successor company);
b) any material violation or breach by the participant of his or her employment agreement, consulting or other similar agreement with the Company or any Subsidiary (or successor company), if any;
c) any material violation or breach by the participant of any non-competition, non-solicitation, non-disclosure or other similar agreement with the Company or any Subsidiary (or successor company);
d) any material violation or material breach by the participant of the Company’s Code of Conduct or any other Company (or successor company) policy;
e) any act by the participant of material dishonesty or fraud that injures the reputation or business of the Company or any Subsidiary (or successor company); or
f) the conviction of or entry of a plea of guilty or nolo contender to a felony or a crime involving moral turpitude.
The good faith determination by the Committee of whether the
participant'sparticipant’s employment or service was terminated for Cause is final and binding for all purposes.Share Limits
Subject to adjustment for changes in capitalization, the maximum number of shares of Stock that may be issued as a result of the exercise of ISOs is 2,500,000. Furthermore, with respect to awards that are performance compensation awards, the maximum number of shares of Stock that is available to be granted to any one individual in any fiscal year in respect of stock-settled awards, is no more than 600,000, multiplied by the number of fiscal years (and fractions thereof) over which the performance
World Fuel Services Corporation|2020 Proxy Statement 81criteria are measured. In the case of such awards that are cash-settled based upon the fair market value of a share of Stock, the maximum amount of cash that may be paid to any one individual in any fiscal year is equal to 600,000 shares of Stock multiplied by the fair market value as of the relevant vesting, payment or settlement date, multiplied by the number of fiscal years (and fractions thereof) over which the performance criteria are measured. In the case of all other performance compensation awards, the maximum amount of cash and other property (valued at its fair market value) other than shares of Stock that may be paid or delivered pursuant to such awards granted to any one individual in any fiscal year is equal to $10,000,000 multiplied by the number of complete fiscal years (and fractions thereof) over which the performance criteria are measured.
Subject to adjustment for changes in capitalization, with respect to awards granted to independent directors, in the case of such stock-settled awards, the maximum number of shares of Stock that is available to be granted to any one independent director in any fiscal year is 60,000. In the case of such awards that are cash-settled based on the fair market value of a share of Stock, the maximum amount of cash that may be paid to any one independent director in any fiscal year is equal to 60,000 shares of Stock multiplied by the per share fair market value as of the relevant vesting, payment or settlement date. In the case of all other awards granted to independent directors, the maximum amount of cash and other property (valued at its fair market value) other than shares of Stock that may be paid or delivered pursuant to such awards to any one independent director in any fiscal year is $500,000.
Minimum Vesting
AllUnless otherwise specified in the equity award agreement, all equity-based awards granted under the20202021 Plan would be subject to a minimum vesting period of one (1) year from the date of grant (excluding, for this purpose, any substitute awards and shares of Stock issued pursuant to aparticipant'sparticipant’s election to receive shares of Stock in lieu of cash compensation), provided that (i) up to five percent (5%) of the shares of Stock available under the Plan may be granted free of any. The minimum vestingrequirements, (ii) the restrictionperiod does not apply to theCommittee'sCommittee’s discretion to provide for accelerated exercisability or vesting of any award upon the death or disability of aparticipant and (iii)participant. In addition, the minimum vesting period would be deemed satisfied with respect to any award granted to an independent director if such award vests on the earlier of the one-year anniversary of the date of grant and the next annual shareholder meeting.Adjustments
In the event of any equity restructuring of the Company, such as a stock dividend, stock split, spin-off, reverse stock split, split-up, rights offering, recapitalization or non-recurring cash dividend or other distribution (whether in the form of shares of Stock, other securities or other property), the Committee would adjust each award to prevent dilution or enlargement of the rights of the holders with respect to outstanding awards. In addition, in the event of any merger, consolidation, combination, exchange of shares or any similar corporate transaction (including any Change of Control), the Committee is permitted to make other adjustments in order to preserve the benefits and
70 WORLD FUEL SERVICES CORPORATION Proposal No. 4—Approval of the 2021 Omnibus Plan
potential benefits of outstanding awards. Such actions may include, but are not limited to, adjustments to the aggregate number of shares available for issuance under the
20202021 Plan, the annual per participant limits, the number and kind of shares subject to outstanding award, and the exercise price of any outstanding Options or SARs, as well as any other appropriate adjustments it deems necessary.Amendment and Termination
The Board is permitted, at any time, to amend or terminate the Plan, and the Board or the Committee is permitted, at any time, to amend any award outstanding thereunder, provided that no amendment or termination may, in the absence of written consent by the affected participant (or the
World Fuel Services Corporation|2020 Proxy Statement 82participant'sparticipant’s beneficiary if the participant is no longer living), materially and adversely affect the rights of any participant or beneficiary granted under the Plan prior to the date that the amendment is adopted by the Board, unless such amendment is made to comply with applicable law, or with tax, security exchange or accounting rules. The Board is permitted to so amend the Plan without further shareholder approval, except to the extent shareholder approval is required by law or regulation or under the rules of any securities exchange or quotation system on which shares of Stock are then listed or quoted. Thus, shareholder approval would not necessarily be required for every amendment to the Plan which might increase the cost of the Plan or alter the eligibility of persons to receive awards.The Plan would remain in effect as long as any award under it is outstanding. However, no awards
isare permitted to be granted under the Plan after the tenth anniversary of the date the Plan was approved by our shareholders.Federal Income Tax Consequences of Awards
The Plan would not be qualified under the provisions of section 401(a) of the Code and would not be subject to any of the provisions of the Employee Retirement Income Security Act of 1974, as amended.
Nonqualified Stock Options
A non-qualified stock option results in no taxable income to the participant or deduction to the Company at the time it is granted. A participant exercising a non-qualified stock option will, at that time, realize taxable income (subject to withholding and employment taxes) in the amount equal to the excess, if any, of the then fair market value of the shares over the option exercise price. Subject to the applicable provisions of the IRC, the Company will be entitled to a deduction for federal income tax purposes in the year of exercise in an amount equal to the taxable income realized by the participant. The
participant'sparticipant’s tax basis in shares received upon exercise is equal to the sum of the option exercise price plus the taxable income recognized by him or her upon exercise.Any gain (or loss) upon subsequent disposition of the shares will be a long- or short-term capital gain (or loss) to the participant, depending upon the holding period of the shares. If a non-qualified option is exercised by tendering previously owned shares in payment of the option price, then, instead of the treatment described above, the following will apply: a number of new shares equal to the number of previously owned shares tendered will be considered to have been received in a tax-free exchange; the
participant'sparticipant’s basis and holding period for such number of new shares will be equal to the basis and holding period of the previously owned shares exchanged. The participant will have taxable income equal to the fair market value on the date of exercise of the number of new shares received in excess of such number of exchanged shares; theparticipant'sparticipant’s basis in such excess shares will be equal to the amount of such taxable income, and the holding period in such shares will begin on the date of exercise.Incentive Stock Options
An incentive stock option results in no taxable income to the participant or a deduction to the Company at the time it is granted or exercised. However, upon exercise, the excess of the fair market value of the shares acquired over the option exercise price is an item of adjustment in computing the alternative minimum taxable income of the participant, if applicable. If the participant holds the stock received as a result of an exercise of an incentive stock option until the later of two years from the date of the grant and one year from the date of exercise, then the gain realized on disposition of the shares is treated as a long-term capital gain. If the shares are disposed of during this period, however (i.e., a
"disqualifying disposition"“disqualifying disposition”), then the participant will realize taxable income for the year of theWorld Fuel Services Corporation|2020 Proxy Statement 83disposition in an amount equal to the excess, if any, of the fair market value of the shares, upon exercise of the option over the option exercise price (or, if less, the excess of the amount realized upon disposition of the shares over the option exercise price). Any additional gain or loss recognized upon the disposition will be recognized as a capital gain or loss by the participant. In the event of a disqualifying disposition, the Company will generally be entitled to a deduction, in the year of such a disposition, in an amount equal to the taxable income realized by the participant. The
participant'sparticipant’s tax basis in the shares acquired upon exercise of an incentive stock option is equal to the option exercise price paid, plus any amount includible in his or her income as a result of a disqualifying disposition.2021 PROXY STATEMENT 71 Proposal No. 4—Approval of the 2021 Omnibus Plan
Stock Awards
Generally, if a participant receives a stock award under the Plan, the participant would recognize ordinary compensation income at the time the stock is received equal to the excess, if any, of the fair market value of the stock received over any amount the participant paid in exchange for the stock. If, however, the stock is not vested when it is received under the Plan (for example, if the participant is required to work for a period of time in order to have the right to sell the stock), the participant generally would not recognize income until the stock becomes vested, at which time the participant would recognize ordinary compensation income equal to the excess, if any, of the fair market value of the stock on the date it becomes vested over any amount the participant paid in exchange for the stock. The participant may, however, file an election with the Internal Revenue Service, within 30 days of the
participant'sparticipant’s receipt of the stock award, to recognize ordinary compensation income, as of the date the participant received the stock award, equal to the excess, if any, of the fair market value of the stock on the date the other stock award is granted over any amount the participant paid in exchange for the stock. If the participant is an employee of the Company, the ordinary compensation income the participant recognizes is subject to federal and state income and employment tax withholding.Stock Appreciation Rights
Generally, the recipient of a stand-alone SAR will not recognize taxable income at the time the stand-alone SAR is granted. The value received by an employee (in cash or stock) from the exercise or settlement of a SAR will be taxed as ordinary income to the employee in the year of exercise or settlement. In general, there will be no federal income tax deduction allowed to the Company upon the grant or termination of SARs. However, upon the exercise or settlement of a SAR, the Company will be entitled to a deduction equal to the amount of ordinary income the recipient is required to recognize as a result of the exercise or settlement.
Cash Incentive Awards
Cash incentive awards entitle the participant to receive a cash award and, upon payment of the cash award, the participant recognizes ordinary income equal to the cash award. Generally, the Company would be entitled to a deduction for Federal income tax purposes equal to the amount of ordinary income taxable to the participant.
Section 162(m) Limitations
Section 162(m) of the Code generally limits a public
company'scompany’s federal income tax deduction for compensation paid to"covered employees"“covered employees” (in general, the CEO, the CFO, and the three other most highly compensated executive officers for any year beginning with fiscal year 2017) in each fiscal year to $1 million. Thus, certain compensation, including compensation attributable to awards granted under the20202021 Plan, paid by the Company to any NEO (and to any person who was a named executiveWorld Fuel Services Corporation|2020 Proxy Statement 84officer for any year beginning with fiscal year 2017) may be nondeductible to the Company due to the application of Section 162(m) of the Code.
Section 409A
If any award constitutes a
"nonqualified“nonqualified deferred compensationplan"plan” under Section 409A of the Code (a"Section“Section 409APlan"Plan”), then the award is subject to certain additional requirements discussed in the Plan, if and to the extent required to comply with Section 409A of the Code. Any award agreement for any award that the Committee believes may constitute a Section 409A Plan, and the provisions of the Plan applicable to that award, is construed in a manner consistent with the applicable requirements of Section 409A, and the Committee, in its sole discretion and without theparticipant'sparticipant’s consent, may amend any award agreement (and the provisions of the Plan applicable thereto) if and to the extent that the Committee determines that such amendment is necessary or appropriate to comply with the requirements of Section 409A of the Code. In the event of a Change of Control, any outstanding awards that constitute deferred compensation is paid in accordance with Section 409A of the Code. If any award agreement or award is deemed not to comply with Section 409A of the Code, then neither the Company, the Committee nor its or their designees or agents is liable to any participant or other person for actions, decisions or determinations made in good faith.72 WORLD FUEL SERVICES CORPORATION Proposal No. 4—Approval of the 2021 Omnibus Plan
Importance of Consulting Tax Adviser
The information set forth above is a summary only and does not purport to be complete. It is for general information only and is not intended or written to be used as tax advice. It is based on the U.S. federal income tax laws currently in effect and does not address state, local or foreign tax consequences. This summary also does not purport to deal with all material aspects of U.S. federal taxation that may be relevant to a
participant'sparticipant’s personal investment circumstances and does not discuss the tax consequences of those participants who are subject to special treatment under anycountry'scountry’s income tax laws. Participants are strongly urged to consult with their tax advisor regarding the specific tax consequences (including the federal, state, local and foreign tax consequences) that may affect participants in the Plan and of potential changes in applicable tax laws.A new plan benefits table for the Plan and the benefits or amounts that would have been received by or allocated to certain participants for the last completed fiscal year under the Plan if the Plan was then in effect, as described in the federal proxy rules, is not provided because all awards made under the Plan will be made at the
Board'sBoard’s orCommittee'sCommittee’s discretion, as applicable. Therefore, the benefits and amounts that would be received or allocated under the Plan are not determinable at this time. However, please refer to the Summary Compensation Table, which includes certain information regarding awards granted to our NEOs during the fiscal year ended December 31,2019.2020. Equity grants to our non-employee directors are described under"Director Compensation"“Director Compensation”.World Fuel Services Corporation|Equity Compensation Plan InformationAs of December 31, 2020,
Proxy Statement 85we had equity awards outstanding under each of our 2006 Plan, our 2016 Plan and our 2020 Plan. Only our 2020 Plan is authorized for future issuance of equity awards. The table does not reflect any amounts under the 2021 Plan to be approved at the Annual Meeting.Equity Compensation Plan Information
as of December 31, 2020(in millions, except exercise price) Number of
Securities to be
Issued Upon
Exercise of
Outstanding
Options, SSARs,
Warrants and
RightsWeighted
Average
Exercise Price
of Outstanding
Options, SSARs,
Warrants and
RightsNumber of
Securities
Remaining Available
for Future Issuance
Under Equity
Compensation
Plans (Excluding
Securities Reflected
in column (a)(a) (b) (c) Equity compensation plans approved by security holders 2.0 $27.34 0.7 Equity compensation plans not approved by security holders — — — Total 2.0 $27.34 0.7 (1) Included in the number of securities in column (a) is (i) 1.8 million shares of Stock to be issued upon vesting of RSUs, which have no exercise price, and (ii) 0.2 million shares of Stock to be issued in settlement of in-the-money SSARs. The number of shares of Stock issuable upon settlement of outstanding SSARs is calculated using the closing price of our Stock on December 31, 2020 of $31.16. As of December 31, 2020, there were 2.3 million SSARs outstanding. (2) Reflects the weighted average exercise price for outstanding SSARs. 2021 PROXY STATEMENT 73 IX. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENTSecurity Ownership of Certain Beneficial Owners and ManagementThe following table sets forth certain information with respect to the beneficial ownership of our common stock, as of March
30, 202024, 2021 (the"Reporting Date"“Reporting Date”), by (i) each person known to us to beneficially own more than 5% of our outstanding common stock; (ii) our named executive officers for the fiscal year ended December 31,2019;2020; (iii) each director and nominee for director and (iv) all of the executive officers and directors as a group. Except as shown in the table, no other person is known by us to beneficially own more than 5% of our outstanding common stock.Name of Beneficial Owner(1) Number of Shares of
Common Stock
Beneficially Owned(2)Percent(2) Holding more than 5%
BlackRock, Inc.(3)
7,740,753 11.8% The Vanguard Group, Inc.(4)
6,021,926 9.2% Dimensional Fund Advisors LP(5)
5,367,158 8.2% Named executive officers and directors:
Michael J. Kasbar(6)
719,820 1.1% Ira M. Birns(7)
78,259 * Jeffrey P. Smith(8)
5,905 * Michael J. Crosby(9)
42,530 * John P. Rau(10)
57,118 * Ken Bakshi(11)
53,180 * Jorge L. Benitez(12)
29,589 * Sharda Cherwoo(13)
1,590 Stephen Gold(14)
15,487 * Richard A. Kassar(15)
53,697 * John L. Manley(16)
35,028 * Stephen K. Roddenberry(17)
91,579 * Paul H. Stebbins(18)
395,993 * All executive officers and directors as a group (14 persons)(19)
1,612,438 2.5% *Less than one percent.(1)Name of Beneficial Owner(1) Number of Shares of
Common Stock
Beneficially Owned(2)Percent(2) Holding more than 5% BlackRock, Inc.(3) 7,111,633 11.3% The Vanguard Group, Inc.(4) 5,863,869 9.3% Dimensional Fund Advisors LP(5) 4,941,373 7.8% Named executive officers and directors: Michael J. Kasbar(6) 820,426 1.3% Ira M. Birns(7) 99,001 * Jeffrey P. Smith(8) 54,413 * Michael J. Crosby(9) 57,443 * John P. Rau(10) 68,872 * Ken Bakshi(11) 60,422 * Jorge L. Benitez(12) 26,525 * Sharda Cherwoo(13) 8,316 * Richard A. Kassar(14) 60,423 * John L. Manley(15) 41,964 * Stephen K. Roddenberry(16) 98,515 * Paul H. Stebbins(17) 197,699 * All executive officers and directors as a group (13 persons)(18) 1,642,747 2.6% * Less than one percent. (1) Unless otherwise indicated, the address of each of the beneficial owners identified is c/o World Fuel Services Corporation, 9800 Northwest 41st Street, Miami, Florida 33178. (2) The number and percentage of shares beneficially owned by each person has been determined in accordance with Rule 13d-3 of the Exchange Act and the information is not necessarily indicative of beneficial ownership for any other purpose. Accordingly, in determining the percentage of shares beneficially owned by each person, shares that may be acquired by such person within 60 days of the Reporting Date are deemed outstanding for purposes of determining the total number of outstanding shares for such person and are not deemed outstanding for such purpose for any other person. Unless otherwise indicated in the footnotes or table, each person or entity has sole voting and investment power with respect to the shares shown as beneficially owned. The number of shares of common stock that could be obtained on exercise of SSARs is calculated by (a) multiplying the number of outstanding SSARs which can be exercised within 60 days of the Reporting Date, by the difference between the closing price of $34.17 for our common stock on the Reporting Date and the SSAR exercise price and (b) dividing such number by $34.17. The percentages shown are based on 63,206,724 shares of common stock issued and outstanding on the Reporting Date. (3) Based on a Schedule 13G/A, as filed with the SEC on January 27, 2021. BlackRock, Inc., 55 East 52nd Street, New York, NY 10055, a parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G) of the Exchange Act, is the beneficial owner of 7,111,633 shares of our outstanding common stock, of which they hold sole voting power with respect to 6,999,916 shares and sole investment power with respect to all of the beneficially owned shares. (4) Based on a Schedule 13G/A, as filed with the SEC on February 10, 2021. The Vanguard Group, Inc., 100 Vanguard Blvd., Malvern, PA 19355, an investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E) of the Exchange Act and certain of its wholly-owned subsidiaries are the beneficial owners of 5,863,869 shares of our outstanding common stock. The Vanguard Group, Inc. holds sole voting power with respect to none of the shares, shared voting power with respect to 69,784 shares, sole investment power with respect to 5,742,467 shares and shared investing power with respect to 121,402 shares beneficially owned. 74 WORLD FUEL SERVICES CORPORATION Security Ownership of Certain Beneficial Owners and Management
(5) Based on a Schedule 13G/A, as filed with the SEC on February 16, 2021. The Dimensional Fund Advisors LP, 6300 Bee Cave Road, Building One, Austin, TX 78746, an investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E) of the Exchange Act serves as an investment manager or sub-adviser to investment companies, trusts and accounts, collectively referred to as the “Funds”. In such role, Dimensional Fund Advisors LP or its subsidiaries may be deemed to be the beneficial owner of the shares held by the Funds. Dimensional Fund Advisors LP has sole voting power with respect to 4,833,477 shares and sole investment power with respect to all of the beneficially owned shares. Dimensional Fund Advisors LP disclaims beneficial ownership of such securities. (6) This amount includes 1,340 of the reported shares of common stock that are indirectly held by Mr. Kasbar’s spouse. This amount includes 63,837 shares of common stock issuable pursuant to the settlement of SSARs that are exercisable within 60 days of the Reporting Date. This amount excludes 84,868 RSUs that have not yet vested. Pursuant to the terms of the agreements governing these equity awards, Mr. Kasbar has contractually agreed not to exercise any voting rights with respect to the shares prior to vesting. This amount also includes 403,784 shares that were pledged as collateral for a personal loan. (7) This amount includes 9,077 shares of common stock issuable pursuant to the settlement of SSARs that are exercisable within 60 days of the Reporting Date. This amount excludes 38,499 RSUs that have not yet vested. Pursuant to the terms of the agreements governing these equity awards, Mr. Birns has contractually agreed not to exercise any voting rights with respect to the shares prior to vesting. (8) This amount includes 9,077 shares of common stock issuable pursuant to the settlement of SSARs that are exercisable within 60 days of the Reporting Date. This amount excludes 69,643 RSUs that have not yet vested. Pursuant to the terms of the agreements governing these equity awards, Mr. Smith has contractually agreed not to exercise any voting rights with respect to the shares prior to vesting. (9) This amount includes 5,446 shares of common stock issuable pursuant to the settlement of SSARs that are exercisable within 60 days of the Reporting Date. This amount also includes 6,862 shares of common stock issuable pursuant to the settlement of RSUs that will vest within 60 days of the Reporting Date. This amount excludes 29,675 RSUs that have not yet vested. Pursuant to the terms of the agreements governing these equity awards, Mr. Crosby has contractually agreed not to exercise any voting rights with respect to the shares prior to vesting. (10) This amount includes 5,446 shares of common stock issuable pursuant to the settlement of SSARs that are exercisable within 60 days of the Reporting Date. This amount also includes 6,862 shares of common stock issuable pursuant to the settlement of RSUs that will vest within 60 days of the Reporting Date. This amount excludes 29,675 RSUs that have not yet vested. Pursuant to the terms of the agreements governing these equity awards, Mr. Rau has contractually agreed not to exercise any voting rights with respect to the shares prior to vesting. (11) This amount includes 36,949 shares of common stock issuable pursuant to the settlement of RSUs and deferred stock units that are vested or will vest within 60 days of the Reporting Date. Upon settlement, 6,936 shares will be delivered to Mr. Bakshi in May 2021 and 30,013 shares will be delivered upon his departure from the Board. (12) This amount includes 6,936 shares of common stock issuable pursuant to the settlement of RSUs that are vested or will vest within 60 days of the Reporting Date. Upon settlement of the RSUs, the shares will be delivered to Mr. Benitez in May 2021. (13) This amount includes 6,726 shares of common stock issuable pursuant to the settlement of RSUs that are vested or will vest within 60 days of the Reporting Date. Upon settlement of the RSUs, the shares will be delivered to Ms. Cherwoo in May 2021. (14) This amount includes 23,405 shares of common stock issuable pursuant to the settlement of RSUs that are vested or will vest within 60 days of the Reporting Date. Upon settlement of the RSUs, 6,726 shares will be delivered to Mr. Kassar in May 2021 and 16,679 shares will be delivered upon his departure from the Board. (15) This amount includes 8,685 shares of common stock issuable pursuant to the settlement of RSUs that are vested or will vest within 60 days of the Reporting Date. Upon settlement of the RSUs, 6,936 shares will be delivered to Mr. Manley in May 2021 and 1,749 shares will be delivered upon his departure from the Board. (16) This amount includes 23,615 shares of common stock issuable pursuant to the settlement of RSUs that are vested or will vest within 60 days of the Reporting Date. Upon settlement of the RSUs, 6,936 shares will be delivered to Mr. Roddenberry in May 2021 and 16,679 shares will be delivered upon his departure from the Board. (17) This amount includes 6,306 shares of common stock issuable pursuant to the settlement of RSUs that are vested or will vest within 60 days of the Reporting Date. Upon settlement of the RSUs, the shares will be delivered to Mr. Stebbins in May 2021. 167,701 of the shares of common stock beneficially owned by Mr. Stebbins are held by an irrevocable trust, for which Mr. Stebbins serves as trustee. (18) This amount includes an aggregate of 225,221 shares issuable pursuant to RSUs, SSARs and deferred stock units that vested, will vest, or are exercisable within 60 days of the Reporting Date. 2021 PROXY STATEMENT 75 Questions and Answers About Our Annual Meeting What is the date, time and place of the Annual Meeting?
Due to the COVID-19 pandemic, our Annual Meeting will be held in a virtual format only, on Friday, May 21, 2021, at 8:00 a.m. Eastern Time. As a shareholder, you can attend, vote, and submit questions at our Annual Meeting by accessing www.virtualshareholdermeeting.com/INT2021 using the 16-digit control number on your proxy card, voting instruction form, or Notice of Internet Availability of Proxy Materials.What am I being asked to vote on and what is the Board recommendation?
At the Annual Meeting you will be asked to vote on the following four proposals. Our Board recommendation for each of these proposals is set forth below:Proposal Board Recommendation 1. To elect eight directors each for a term expiring at the next annual meeting or until his or her successor has been duly elected and qualified. FOR each Director Nominee 2. To approve on a non-binding, advisory basis, the compensation of our NEOs, as disclosed in this proxy statement pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion below. FOR 3. To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered certified public accounting firm for the 2021 fiscal year. FOR 4. To approve the World Fuel Services Corporation 2021 Omnibus Plan. FOR You will also be asked to consider and act upon such other business as may properly come before the Annual Meeting.
Who is entitled to vote at the Annual Meeting?
Only holders of record of our common stock at the close of business on March 24, 2021, the record date for the Annual Meeting, are entitled to notice of, and to attend and vote at the Annual Meeting, or any postponements or adjournments of the meeting. At the close of business on the record date, 63,206,724 shares of our common stock were issued and outstanding.What is the difference between a shareholder of record and a beneficial owner?
If your shares are registered directly in your name with our transfer agent, EQ Shareowner Services, you are considered, with respect to those shares, the “shareholder of record.”If your shares are held by a brokerage firm, bank, trustee, other agent or record holder, each sometimes referred to as a “nominee,” you are considered the “beneficial owner” of shares held in “street name.” The Notice has been forwarded to you by your nominee who is considered, with respect to those shares, the shareholder of record. As the beneficial owner, you have the right to direct your nominee on how to vote your shares by following their instructions for voting by telephone or on the Internet or, if you specifically request a copy of the printed materials, you may use the voting instruction card included in such materials.
What are the voting rights of our shareholders?
Our shareholders have one vote per share of our common stock owned on the record date for each matter properly presented at the Annual Meeting. For example, if you owned 100 shares of our common stock at the close of business on March 24, 2021, you can cast 100 votes for each matter properly presented at the Annual Meeting. Holders of our common stock have no cumulative voting rights.What constitutes a quorum?
A quorum will be present at the Annual Meeting if holders of a majority of the issued and outstanding shares of our common stock on the record date are represented at the Annual Meeting by virtual attendance or by proxy. If a quorum is not present at the Annual Meeting, we expect to postpone or adjourn the Annual Meeting to solicit additional proxies. Abstentions and broker non-votes (as described below) will be counted as shares present and entitled to vote for the purpose of determining the presence or absence of a quorum.What are “broker non-votes” and how are they treated?
A “broker non-vote” occurs when a bank, broker, trustee, agent or other holder of record holding shares for a beneficial owner withholds its vote on a particular proposal because that holder does not have discretionary voting power for such proposal and has not received instructions from the beneficial owner. If your broker is the shareholder of record, your broker is required to vote your shares in accordance with your instructions. If you do not give instructions to your broker, the rules of the New York Stock Exchange, or “NYSE”, allow brokers the discretionary authority to vote your shares with respect to “routine” matters but not “non-routine” matters.76 WORLD FUEL SERVICES CORPORATION Questions and Answers About Our Annual Meeting
The table below sets forth, for each proposal on the ballot, whether a broker can exercise discretion and vote your shares absent your instructions. If they cannot, such broker non-vote will not be counted as a vote cast and will therefore have no impact on the approval of the proposal.
Proposal Can Brokers Vote
Absent Instructions?Election of Directors No Non-Binding, Advisory Vote on Executive Compensation No Ratification of Independent Registered Certified Public Accounting Firm Yes Approval of the 2021 Plan No If other matters are properly brought before the Annual Meeting and they are not considered routine under the applicable NYSE rules, shares held by a bank, broker or other holder of record holding shares for a beneficial owner will not be voted on such non-routine matters by that holder unless that holder has received voting instructions. As stated above, broker non-votes are counted as present for the purpose of determining whether a quorum is present.
How are abstentions treated?
Abstentions will not be counted as votes cast in the final tally of votes with regard to Proposals 1, 2 and 3. Therefore, abstentions will have no effect on the outcome of these proposals. Proposal 4 (Approval of the 2021 Plan) is subject to NYSE shareholder approval rules which provide that abstentions are counted as votes cast. Therefore, abstentions will have the effect of a vote “AGAINST” Proposal 4. As stated above, abstentions will be counted for the purpose of determining whether a quorum is present.Will my shares be voted if I do not provide my proxy?
If your shares are held in the name of a bank, broker or other holder of record, they may be voted by the bank, broker or other holder of record with respect to “routine” matters (as described above under the caption “What are “broker non-votes” and how are they treated?”) even if you do not give the bank, broker or other holder of record specific voting instructions. If you are a shareholder of record and hold your shares directly in your own name, your shares will not be voted unless you provide a proxy or vote at the Annual Meeting.How do I vote?
To Vote by Internet, Telephone or Mail:You can vote by proxy whether or not you attend the Annual Meeting. To vote by proxy, you have a choice of voting over the Internet, by telephone or by using a traditional proxy card.
● To vote by Internet, go to www.proxyvote.com and follow the instructions there. You will need the 16-digit control number included on your proxy card, voter instruction form or Notice. ● To vote by telephone, dial the number listed on your proxy card, your voter instruction form or Notice. You will need the 16-digit control number included on your proxy card, voter instruction form or Notice. ● If you received a Notice and wish to vote by traditional proxy card, you can request a full set of materials at no charge through one of the following methods: 1) By Internet: by visiting www.proxyvote.com 2) By phone: by using the phone number listed on the Notice To reduce our administrative and postage costs, we ask that you vote through the Internet or by telephone, both of which are available 24 hours a day prior to the Annual Meeting. To ensure that your vote is counted, please remember to submit your vote by 11:59 p.m. Eastern Time on Thursday, May 20, 2021.
To Vote at the Annual Meeting:
If your shares are registered in your name, you must use the 16-digit control number on your proxy card, voting instruction form, or Notice of Internet Availability of Proxy Materials in order to log in and complete your ballot electronically when prompted during the Annual Meeting.
If you hold your shares in “street name,” you will need to obtain the 16-digit control number assigned to your holdings with your bank, broker or other nominee and enter it when prompted by the website hosting the Annual Meeting to vote the shares that are held for your benefit.
If I plan to virtually attend the Annual Meeting, should I still vote by proxy?
Yes. Casting your vote in advance does not affect your right to virtually attend the Annual Meeting. If you vote in advance and also virtually attend the Annual Meeting, you do not need to vote again at the Annual Meeting unless you want to change your vote.2021 PROXY STATEMENT 77 Questions and Answers About Our Annual Meeting
What vote is required for the proposals?
Proposal Description of Votes Needed Election of Directors The eight nominees for election as directors will be elected by a “plurality” of the votes cast at the Annual Meeting. This means that the eight nominees who receive the highest number of “FOR” votes will be elected as directors, even if those nominees do not receive a majority of the votes cast. “Withhold” votes will not be counted as votes cast either for or against the election of a director and will have no effect on the results of the election of directors, although they will be considered present for the purpose of determining the presence of a quorum. See page 24 of this proxy statement for additional information about our director resignation policy in uncontested elections. Non-Binding, Advisory Vote on Executive Compensation The affirmative vote of a majority of the votes cast on the proposal is required for the approval of the non-binding, advisory vote with respect to executive compensation. Ratification of Independent Registered Certified Public Accounting Firm The affirmative vote of a majority of the votes cast on the proposal is required for the ratification of the appointment of PwC as our independent auditor for the 2021 fiscal year. Approval of the 2021 Plan The affirmative vote of a majority of the votes cast on the proposal is required for the approval of the 2021 Plan. How will my proxy holder vote?
The enclosed proxy designates Michael J. Kasbar, our Chairman, President and Chief Executive Officer and Paul H. Stebbins, Director and Chairman Emeritus, to hold your proxy and vote your shares. Messrs. Kasbar and Stebbins will vote all shares of our common stock represented by properly executed proxies received in time for the Annual Meeting in the manner specified by the holders of those shares. Messrs. Kasbar and Stebbins intend to vote all shares of our common stock represented by proxies that are properly executed by the record holder but that otherwise do not contain voting instructions as follows:Proposal Election of Directors FOR each Director Nominee Non-Binding, Advisory Vote on Executive Compensation FOR Ratification of Independent Registered Certified Public Accounting Firm FOR Approval of the 2021 Plan FOR What happens if additional matters are presented at the Annual Meeting?
Other than the items of business described above, we are not aware of any other business to be acted upon at the Annual Meeting. If you grant a proxy to the proxy holders named in the attached proxy card, such persons will vote in accordance with the recommendation of our Board, “FOR” or “AGAINST” such other matters.Can I change my vote after I have voted?
Voting by telephone, over the Internet or by mailing a proxy card does not preclude a shareholder from voting during the Annual Meeting. A shareholder may revoke a proxy, whether submitted via telephone, the Internet or mail, at any time prior to its exercise by (i) filing a duly executed revocation of proxy with our Corporate Secretary, (ii) properly submitting, either by telephone, mail or Internet, a proxy to our Corporate Secretary bearing a later date or (iii) attending the Annual Meeting and voting when prompted during the meeting. Attendance at the virtual meeting will not itself constitute revocation of a proxy.How do I attend the Annual Meeting?
In consideration of the public health concerns relating to COVID-19, the Annual Meeting will be held virtually and you will not be able to attend the Annual Meeting in person. To attend the Annual Meeting virtually, please log in to www.virtualshareholdermeeting.com/INT2021 using the control number on your proxy card, voting instruction form, or Notice of Internet Availability of Proxy Materials and follow the instruction prompts on the virtual meeting site.Where can I find voting results of the Annual Meeting?
We will announce the results for the proposals voted upon at the Annual Meeting and publish final detailed voting results in a Form 8-K filed with the SEC within four business days after the Annual Meeting.Who should I call with other questions?
If you have additional questions about this proxy statement or the Annual Meeting or would like additional copies of this proxy statement or our annual report, please contact: World Fuel Services Corporation at 9800 Northwest 41st Street, Miami, Florida33178.(2)The number and percentage of shares beneficially owned by each person has been determined in accordance with Rule 13d-3 of the Exchange Act and the information is not necessarily indicative of beneficial ownership for any other purpose. Accordingly, in determining the percentage of shares beneficially owned by each person, shares that may be acquired by such person within 60 days of the Reporting Date are deemed outstanding for purposes of determining the total number of outstanding shares for such person and are not deemed outstanding for such purpose for any other person. Unless otherwise indicated in the footnotes or table, each person or entity has sole voting and investment power with respect to the shares shown as beneficially owned. The number of shares of common stock that could be obtained on exercise of SSARs is calculated by (a) multiplying the number of outstanding SSARs which can be exercised within 60 days of the Reporting Date, by the difference between the closing price of $23.65 for our common stock on the Reporting Date and the SSAR exercise price and (b) dividing such number by $23.65. The percentages shown are based on 65,504,262 shares of common stock issued and outstanding on the Reporting Date.
World Fuel Services Corporation|2020 Proxy Statement 8633178, Attention: Corporate Secretary, Telephone: (305) 428-8000.78 WORLD FUEL SERVICES CORPORATION (3)Based on a Schedule 13G/A, as filed with the SEC on February 4, 2020. BlackRock, Inc., 55 East 52nd Street, New York, NY 10055, a parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G) of the Exchange Act, is the beneficial owner of 7,740,753 shares of our outstanding common stock, of which they hold sole voting power with respect to 7,522,115 shares and sole investment power with respect to all of the beneficially owned shares.(4)Based on a Schedule 13G/A, as filed with the SEC on February 12, 2020. The Vanguard Group, Inc., 100 Vanguard Blvd., Malvern, PA 19355, an investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E) and two wholly owned subsidiaries, Vanguard Fiduciary Trust Company and Vanguard Investments Australia, Ltd., are the beneficial owners of 6,021,926 shares, 54,188 shares and 20,025 shares, respectively, of our outstanding common stock. The Vanguard Group, Inc. holds sole voting power with respect to 64,211 shares, shared voting power with respect to 10,002 shares, sole investment power with respect to 5,957,736 shares and shared investing power with respect to 64,190 shares beneficially owned.(5)Based on a Schedule 13G, as filed with the SEC on February 12, 2020. The Dimensional Fund Advisors LP, Building One, 6300 Bee Cave Road, Austin, TX 78746, an investment adviser in accordance with Rule 13d 1(b)(1)(ii)(E) serves as an investment manager or sub-adviser to investment companies, trusts and accounts, collectively referred to as the "Funds". In such role, Dimensional Fund Advisors LP or its subsidiaries may be deemed to be the beneficial owner of the shares held by the Funds. Dimensional Fund Advisors LP has sole voting power with respect to 5,278,515 shares and sole investment power with respect to all of the beneficially owned shares. Dimensional Fund Advisors LP disclaims beneficial ownership of such securities.(6)This amount includes 1,340 of the reported shares of common stock are indirectly held by Mr. Kasbar's spouse. This amount excludes 122,283 RSUs that have not yet vested. Pursuant to the terms of the agreements governing these equity awards, Mr. Kasbar has contractually agreed not to exercise any voting rights with respect to the shares prior to vesting. This amount also includes 403,784 shares that were pledged as collateral for a personal loan.(7)This amount excludes 48,222 RSUs that have not yet vested. Pursuant to the terms of the agreements governing these equity awards, Mr. Birns has contractually agreed not to exercise any voting rights with respect to the shares prior to vesting.(8)This amount excludes 103,329 RSUs that have not yet vested. Pursuant to the terms of the agreements governing these equity awards, Mr. Smith has contractually agreed not to exercise any voting rights with respect to the shares prior to vesting.(9)This amount includes 12,432 shares of common stock issuable pursuant to the settlement of RSUs that will vest within 60 days of the Reporting Date. This amount excludes 51,185 RSUs that have not yet vested. Pursuant to the terms of the agreements governing these equity awards, Mr. Crosby has contractually agreed not to exercise any voting rights with respect to the shares prior to vesting.(10)This amount includes 14,699 shares of common stock issuable pursuant to the settlement of RSUs that will vest within 60 days of the Reporting Date. This amount excludes 51,185 RSUs that have not yet vested. Pursuant to the terms of the agreements governing these equity awards, Mr. Rau has contractually agreed not to exercise any voting rights with respect to the shares prior to vesting.(11)This amount includes 37,405 shares of common stock issuable pursuant to the settlement of stock units and RSUs that are vested or will vest within 60 days of the Reporting Date. Upon
World Fuel Services Corporation|2020 Proxy Statement 87settlement, 7,628 shares will be delivered to Mr. Bakshi in May 2020 and 29,777 shares will be delivered upon his departure from the Board.(12)This amount includes 7,628 shares of common stock issuable pursuant to the settlement of RSUs that are vested or will vest within 60 days of the Reporting Date. Upon settlement of the RSUs, the shares will be delivered to Mr. Benitez in May 2020.(13)This amount includes 1,590 shares of common stock issuable pursuant to the settlement of RSUs that are vested or will vest within 60 days of the Reporting Date. Upon settlement of the RSUs, the shares will be delivered to Ms. Cherwoo in May 2020.(14)This amount includes 6,687 shares of common stock issuable pursuant to the settlement of RSUs that are vested or will vest within 60 days of the Reporting Date. Upon settlement of the RSUs, the shares will be delivered to Mr. Gold in May 2020.(15)This amount includes 24,140 shares of common stock issuable pursuant to the settlement of RSUs that are vested or will vest within 60 days of the Reporting Date. Upon settlement of the RSUs, 7,461 shares will be delivered to Mr. Kassar in May 2020 and 16,679 shares will be delivered upon his departure from the Board.(16)This amount includes 9,377 shares of common stock issuable pursuant to the settlement of RSUs that are vested or will vest within 60 days of the Reporting Date. Upon settlement of the RSUs, 7,628 shares will be delivered to Mr. Manley in May 2020 and 1,749 shares will be delivered upon his departure from the Board.(17)This amount includes 24,307 shares of common stock issuable pursuant to the settlement of RSUs that are vested or will vest within 60 days of the Reporting Date. Upon settlement of the RSUs, 7,628 shares will be delivered to Mr. Roddenberry in May 2020 and 16,679 shares will be delivered upon his departure from the Board.(18)This amount includes 6,991 shares of common stock issuable pursuant to the settlement of RSUs that are vested or will vest within 60 days of the Reporting Date. Upon settlement of the RSUs, the shares will be delivered to Mr. Stebbins in May 2020. 233,664 of the shares of common stock beneficially owned by Mr. Stebbins are held by a revocable trust, for which Mr. Stebbins' spouse serves as trustee and 129,037 of the shares of common stock beneficially owned by Mr. Stebbins are held by a revocable trust, for which Mr. Stebbins serves as trustee.(19)This amount includes an aggregate of 146,189 shares issuable pursuant to RSUs that vested or will vest within 60 days after the Reporting Date.
World Fuel Services Corporation|2020 Proxy Statement 88Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act requires our directors and certain officers, and persons who own more than 10% of our common stock, to file with the SEC reports of ownership and changes in ownership of our common stock and other equity securities. Based on a review of our records and certain written representations received from our executive officers and directors, we believe that all required filings during the year ended December 31,
20192020 were made on a timely basis, with the exception of a late Form 4 filing disclosing one transaction for each of Messrs.LakeRau andStebbins.Smith due to administrative error.Shareholder Proposals for the
20212022 Annual MeetingProposals for Inclusion in the Proxy Statement.The date by which shareholder proposals must be received by us for inclusion in proxy materials relating to the
20212022 annual meeting of shareholders, or the"2021“2022 Annual Meeting,"” is December10, 2020.9, 2021. Upon receipt of any such proposal, we will determine whether or not to include such proposal in the proxy materials in accordance with SEC regulations governing the solicitation of proxies.Proposals not Included in the Proxy Statement and Nominations for Director.Shareholder proposals not included in our proxy statement and shareholder nominations for director may be brought before an annual meeting of shareholders in accordance with the advance notice procedures described in our By-Laws. In general, notice must be received by the Corporate Secretary not less than 90 days nor more than 120 days prior to the anniversary date of the immediately preceding annual meeting (i.e., May
22, 2021)21, 2022) and must contain specified information concerning the matters to be brought before such meeting and concerning the shareholder proposing such matters. For the20212022 Annual Meeting, the Corporate Secretary must receive notice of the proposal on or after the close of business on January23, 202121, 2022 and no later than the close of business on February24, 2021.21, 2022. Shareholder proposals must be in proper written form and must meet the detailed disclosure requirements set forth in our By-Laws, including a description of the proposal, the relationship between the proposing shareholder and the underlying beneficial owner, if any, and suchparties'parties’ stock holdings and derivative positions in our securities. If we hold the20212022 Annual Meeting more than 30 days earlier or more than 60 days later than such anniversary date, we must receive your notice 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 or the 10th day following the day on which public announcement of the date of such meeting is first made.Our By-Laws also require that shareholder proposals concerning nomination of directors provide additional disclosure, including information we deem appropriate to ascertain the
nominee'snominee’s qualifications to serve on the Board, disclosure of compensation arrangements between the nominee, the nominating shareholder and the underlying beneficial owner, if any, and other information required to comply with the proxy rules and applicable law.The specific requirements of these advance notice provisions are set forth in Article I, Sections 6 and 7 of our By-Laws, a copy of which is available upon request. Such request and any shareholder proposals or director nominations should be sent to our Corporate Secretary at our principal executive offices.
World Fuel Services Corporation|2020 Proxy Statement 89List of Shareholders Entitled to Vote at the Annual Meeting
The names of shareholders of record entitled to vote at the Annual Meeting will be available at our corporate office for a period of 10 days prior to the Annual Meeting and continuing through the Annual Meeting.
2021 PROXY STATEMENT 79 Other Matters
Expenses Relating to this Proxy Solicitation
We will bear the cost of the solicitation of proxies from our shareholders, including preparing, printing and mailing the Notice and this proxy statement. In addition to solicitations by mail, our directors, officers and employees, and those of our subsidiaries and affiliates, may solicit proxies from shareholders by telephone or other electronic means or in person but will receive no additional compensation for soliciting such proxies. We will cause banks and brokerage firms and other custodians, nominees and fiduciaries to forward solicitation materials to the beneficial owners of our common stock held of record by such banks, brokerage firms, custodians, nominees and fiduciaries. We may reimburse such banks, brokerage firms, custodians, nominees and fiduciaries for their reasonable out-of-pocket expenses in doing so. We may also retain the services of a solicitor to assist in soliciting proxies and pay them a fee as well as other costs and expenses.
Any interested party can contact our Board, any Board committee, our presiding director, our lead independent director, the non-management directors as a group or any individual director by (i) writing to any of them, c/o Corporate Secretary, at our principal office at 9800 Northwest 41st Street, Miami, Florida 33178, (ii) calling the WFS Anonymous Compliance Hotline at 1-888-549-0965 (US toll-free) or at any of the other country-specific toll-free numbers found at www.wfscompliance.com; or (iii) submitting a report or request online using the intake portal found at www.wfscompliance.com. Such communications may be submitted on an anonymous or confidential basis. Any communications received from interested parties in the manner described above will be collected and organized by our Corporate Secretary and will be periodically, but in any event prior to each regularly-scheduled Board meeting, reported and/or delivered to the appropriate director or directors.
We maintain an Internet website at www.wfscorp.com. Copies of the Committee charters of each of the Audit Committee, Compensation Committee, Governance Committee, Sustainability & Corporate Responsibility Committee and Technology & Operations Committee, together with other corporate governance materials, such as our Corporate Governance Principles and Code of Conduct, can be found
under the Investor Relations—Corporate Governance section ofon our websitelocatedat www.wfscorp.com by clicking on Investor Relations and then Corporate Governance, and such information is also available in print to any shareholder who requests it by writing to our Corporate Secretary at the address below.We will furnish without charge to each person whose proxy is being solicited, upon request of any such person, a copy of our
20192020 annual report on Form 10-K as filed with the SEC, including the financial statements and schedules thereto. In addition, such report is available, free of charge,through theon our website at www.wfscorp.com by clicking on InvestorRelations—Relations and then CorporateGovernance section of our Internet website, located at www.wfscorp.com.Governance. You should direct a request for a copy of this report to World Fuel Services Corporation, 9800 Northwest 41st Street, Miami, Florida 33178, Attention: Corporate Secretary. We will forward you a copy of any exhibit to the20192020 annual report on Form 10-K when you send a written request to Investor Relations.World Fuel Services Corporation|2020 Proxy Statement 90Pursuant to rules adopted by the SEC, we are furnishing our proxy materials to our shareholders over the Internet and providing a Notice of Internet Availability of Proxy Materials by mail instead of mailing a printed copy of our proxy materials, which include our proxy statement and annual report. This process has allowed us to expedite our
shareholders'shareholders’ receipt of proxy materials, lower the costs of distribution and reduce the environmental impact of our Annual Meeting. All shareholders receiving the Notice will have the ability to access the proxy materials over the Internet and receive a paper copy of the proxy materials by mail at no charge upon request.80 WORLD FUEL SERVICES CORPORATION Other Matters
Householding
We have adopted a procedure approved by the SEC called
"householding."“householding.” Under this procedure, shareholders of record who have the same address and last name will receive only one copy of our Notice, unless one or more of these shareholders notifies us that they wish to continue receiving individual copies. This procedure will reduce our printing costs and postage fees.If you are eligible for householding, but you and other shareholders of record with whom you share an address currently receive multiple copies of the Notice, or if you hold stock in more than one account, and in either case you wish to receive only a single copy of the Notice for your household, please contact our transfer agent, EQ Shareowner Services (in writing: P.O. Box 64854, St. Paul, MN 55164-0854, or by telephone: (800) 468-9716 or (651) 450-4064).
If you participate in householding and wish to receive a separate copy of the Notice, or if you do not wish to participate in householding and prefer to receive separate copies of the Notice in the future, please contact EQ Shareowner Services as indicated above. Beneficial shareholders can request information about householding from their broker, bank, trustee, agent or other record holder.
World Fuel Services Corporation|2020 Proxy Statement 912021 PROXY STATEMENT 81 WORLD FUEL SERVICES CORPORATION
20202021 OMNIBUS PLANSECTION I
GENERAL1.1Purpose.The World Fuel Services Corporation
20202021 Omnibus Plan (as may be amended from time to time, the"Plan"“Plan”) has been established by World Fuel Services Corporation (the"Company"“Company”), a Florida corporation, to: (a) attract and retain persons eligible to participate in the Plan; (b) motivate Participants, by means of appropriate incentives, to achieve long-range goals; (c) provide incentive compensation opportunities that are competitive with those of other similar companies; and (d) further alignParticipants'Participants’ interests with those of theCompany'sCompany’s other shareholders through compensation that is based on theCompany'sCompany’s common stock; and thereby promote the long-term financial interest of the Company and the Subsidiaries, including the growth in value of theCompany'sCompany’s equity and enhancement of long-term shareholder return.1.2Participation.Subject to the terms and conditions of the Plan, the Compensation Committee (the
"Committee"“Committee”) of the Board of Directors (the"Board"“Board”) of the Company shall determine and designate, from time to time, from among the Eligible Persons, those persons who will be granted one or more Awards under the Plan, and thereby become"Participants"“Participants” in the Plan.1.3Operation, Administration, and Definitions.The operation and administration of the Plan, including the Awards made under the Plan, shall be subject to the provisions of Section IV (relating to operation and administration). Capitalized terms in the Plan shall be defined as set forth in the Plan (including the definition provisions of Section IX of the Plan).
SECTION II
OPTIONS AND SARS2.1 Definitions.
(a) An
"Option"“Option” is a right that entitles the Participant to purchase shares of Stock at an Exercise Price established by the Committee. Any Option granted under this Section II may be either an Incentive Stock Option or a Non-Qualified Stock Option, as determined in the discretion of the Committee. An"Incentive“Incentive StockOption"Option” is an Option that is intended to satisfy the requirements applicable to an"incentive“incentive stockoption"option” described in Section 422(b) of the Code. Only Employees of the Company or any Subsidiary shall be eligible to be awarded Incentive Stock Options under the Plan. A"Non-Qualified“Non-Qualified StockOption"Option” is an Option that is not intended to be an"incentive“incentive stockoption"option” as that term is described in Section 422(b) of the Code.(b) A
"Stock“Stock AppreciationRight"Right” or"SAR"“SAR” is a right that entitles the Participant to receive, in cash or Stock (as determined in accordance with Section 4.7), value equal to (or otherwise based on) the excess of: (i) the Fair Market Value of a share of Stock at the time of exercise; over (ii) an Exercise Price established by the Committee.2.2Exercise Price.The
"Exercise Price"“Exercise Price” of each share of Stock purchasable under an Option and each SAR shall be determined by the Committee, provided that such Exercise Price shall not be less than 100% of the Fair Market Value of a share of Stock on the date of grant of the Option or SAR and shall not, in any event, be less than the par value of a share of Stock on the date of grant of the Option or SAR. If an Eligible Person owns or is deemed to own (by reason of the attribution rulesWorld Fuel Services Corporation|2020 Proxy Statement A-1applicable under Section 424(d) of the Code) more than 10% of the combined voting power of all classes of stock of the Company (or any parent corporation or subsidiary corporation of the Company, as those terms are defined in Sections 424(e) and (f) of the Code, respectively) and an Incentive Stock Option is granted to such person, the Exercise Price of such Incentive Stock Option (to the extent required by the Code at the time of grant) shall be no less than 110% of the Fair Market Value of a share of Stock on the date that the Incentive Stock Option is granted.
2.3Exercise.Each Option and SAR shall become exercisable in accordance with such terms and conditions and during such periods as may be established by the Committee, but in no event shall the Option or SAR remain exercisable after the seven-year anniversary of the date of grant.
2.4Payment of Option Exercise Price.The payment of the Exercise Price of an Option granted under this Section II shall be subject to the following:
(a) Subject to the following provisions of this Section 2.4, the full Exercise Price for shares of Stock purchased upon the exercise of any Option shall be paid at the time of such exercise (except that, in the case of an exercise arrangement described in Section 2.4(c), payment may be made as soon as practicable after the exercise).
(b) The Exercise Price shall be payable in cash or, in the discretion of the Committee, either by tendering shares of Stock (by actual delivery of shares or by attestation), or by the withholding of shares of Stock that otherwise would have been delivered as a result of the exercise of the Option, in each case valued at Fair Market Value as of the day of exercise, or in any combination thereof, as determined by the Committee.
82 WORLD FUEL SERVICES CORPORATION Annex A
(c) The Committee may permit a Participant to elect to pay the Exercise Price upon the exercise of an Option by irrevocably authorizing a third party to sell shares of Stock (or a sufficient portion of the shares) acquired upon exercise of the Option and remit to the Company a sufficient portion of the sale proceeds to pay the entire Exercise Price and any tax withholding resulting from such exercise.
2.5Settlement of Award.Settlement of Options and SARs is subject to Section 4.7.
SECTION III
OTHER AWARDS3.1Definitions.
(a) A
"Cash“Cash IncentiveAward"Award” is a grant of a right to receive a designated dollar value amount in cash that is not calculated by reference to the Fair Market Value of a share of Stock and is subject to a risk of forfeiture or other restrictions that will lapse upon the achievement of one or more goals relating to completion of service by the Participant, or achievement of performance or other objectives, as determined by the Committee.(b) An
"Other“Other Stock-BasedAward"Award” is any Award other than an Option, SAR, Stock Unit Award, Restricted Stock Award or Restricted Stock Unit Award, that is denominated or payable in, valued in whole or in part by reference to, or otherwise based on or related to, shares of Stock (including without limitation any award of shares of Stock that is not subject to any vesting or other restrictions and any awards of shares of Stock in lieu of obligations to pay cash or deliver other property under the Plan or under any other plan or compensatory arrangements).(c) A
"Performance“Performance CompensationAward"Award” is the grant of any Award designated by the Committee as a Performance Compensation Award pursuant to Section 3.3 that is contingent on theWorld Fuel Services Corporation|2020 Proxy Statement A-2achievement of Performance Goals or other performance objectives as determined by the Committee, during a Performance Period.
(d) A
"Restricted“Restricted StockAward"Award” is a grant of shares of Stock with such shares of Stock subject to a risk of forfeiture or other restrictions that will lapse upon the achievement of one or more goals relating to completion of service by the Participant, or achievement of performance or other objectives, as determined by the Committee.(e) A
"Restricted“Restricted Stock UnitAward"Award” is the grant of a right to receive shares of Stock, cash, other securities or other Awards (as determined in accordance with Section 4.7) in the future, with such right to future delivery of such shares of Stock, cash, other securities or other Awards subject to a risk of forfeiture or other restrictions that will lapse upon the achievement of one or more goals relating to completion of service by the Participant, or achievement of performance or other objectives, as determined by the Committee.(f) A
"Stock“Stock UnitAward"Award” is the grant of a right to receive shares of Stock in the future, which right is not subject to future vesting conditions.3.2 Restrictions on Awards. Each Stock Unit Award, Performance Compensation Award, Restricted Stock Award, Restricted Stock Unit Award, Other Stock-Based Award and Cash Incentive Award shall be subject to such conditions, restrictions and contingencies as the Committee shall determine.
3.3Performance Compensation Awards.
(a) Subject to the provisions of Section 4.2(e)(ii) (relating to the limitations on the maximum amount of specified Awards), the Committee may designate any Award as a Performance Compensation Award, the grant or vesting of which is conditioned on the achievement of one or more
"Performance“Performance Goals."” The Committee may establish one or more of the following business criteria for the Company, on a consolidated basis, and/or for any Subsidiary, or for business or geographical units of the Company and/or any Subsidiary (except with respect to the shareholder return measures and earnings per share criteria), as the Performance Goals for such Performance Compensation Awards: (1) earnings per share or diluted earnings per share; (2) revenues or margins; (3) cash flow; (4) gross or net profitability/profit margins (including profitability of a product or service); (5) return measures (including return on net assets, investment, capital, equity, or sales); (6) economic value; enterprise value; (7) direct contribution; (8) net income; (9) pretax earnings; (10) earnings before interest and taxes; (11) earnings before interest, taxes, depreciation and amortization; (12) earnings after interest expense and before non-recurring or special items; (13) operating income; (14) income before interest income or expense, unusual items and income taxes, local, state, federal or foreign and excluding budgeted and actual bonuses which might be paid under any ongoing bonus plans of the Company; (15) working capital; (16) costs or expenses (including specified types or categories thereof); (17) identification and/or consummation of investment opportunities or completion of specified projects, including strategic mergers, acquisitions or divestitures; (18) shareholder return measures; share price; (19) debt reduction or borrowing levels; (20) improvements in capital structure; (21) sales or product volume; days sales outstanding; (22) market share (in the aggregate or by segment); (23) ratios (including operating, leverage, combined); (24) book, economic book or intrinsic book value (including book value per share); (25) entry into new markets, either geographically or by business unit; (26) customer retention and satisfaction; (27) safety and accident rates; (28) strategic plan development and implementation, including turnaround plans; (29) funds from operations; (30) any other financial or operational metric selected by the Committee; or (31) any other criteria as the Committee shall determine in its discretion.World Fuel Services Corporation|2020 Proxy Statement A-32021 PROXY STATEMENT 83 Annex A
(b) Any of the above Performance Goals may be determined on an absolute or relative basis or as compared to the performance of a published or special index deemed applicable by the Committee including, but not limited to, the Standard &
Poor'sPoor’s 500 Stock Index or a group of companies that are selected by the Committee. The Committee may adjust the impact of one or more events or occurrences as the Committee determines appropriate, including, without limitation, (i) acquisitions, divestitures, restructurings, discontinued operations, and other unusual or non-recurring charges or extraordinary items, (ii) an event either not directly related to the operations of the Company or any of its Affiliates, Subsidiaries, divisions, segments or operating units (to the extent applicable to such Performance Goal) or not within the reasonable control of theCompany'sCompany’s management, including any macroeconomic or market-driven events or (iii) a change in accounting standards required by generally accepted accounting principles.(c) No Participant shall receive any payment under the Plan that is subject to this Section 3.3 unless the Committee has certified, by resolution or other appropriate action in writing, that the Performance Goals and any other material terms previously established by the Committee, have been satisfied.
SECTION IV
OPERATION AND ADMINISTRATION4.1 Effective Date; Term of Plan. The Plan shall be effective as of the Effective Date and shall remain in effect as long as any Awards under it are outstanding; provided, however, that no Awards may be granted under the Plan after the tenth anniversary of the Effective Date.
4.2Shares Subject to
Plan.Plan. The shares of Stock for which Awards may be granted under the Plan shall be subject to the following:(a) The shares of Stock with respect to which Awards may be made under the Plan shall be shares currently authorized but unissued or currently held or subsequently acquired by the Company as treasury shares, including shares purchased in the open market or in private transactions.
(b) Subject to the following provisions of this Section 4.2, the maximum number of shares of Stock that may be delivered to Participants and their beneficiaries under the Plan shall be equal to the sum of: (i)
1,550,000;2,850,000 plus (ii) any shares of Stock remaining available for future awards under a Prior Plan on the Effective Date; plus (iii) any shares of Stock with respect to Awards and Prior Plan Awards that are forfeited, canceled, expire unexercised, or are settled in cash following the Effective Date. Upon shareholder approval of the Plan, no further awards will be made under any Prior Plans.(c) To the extent provided by the Committee, any Award may be settled in cash rather than Stock. Notwithstanding any provision of the Plan to the contrary, none of the following shares of Stock shall be available again for delivery under the Plan: (i) any shares of Stock with respect to Awards or Prior Plan Awards that are withheld or tendered (by actual delivery or by attestation) to the Company or not issued to the Participant, in either case, to satisfy the applicable tax withholding obligation or in payment of the exercise price of such Award or Prior Plan Award, or (ii) any shares of Stock repurchased by the Company on the open market with the proceeds of an Award or Prior Plan Award paid to the Company by or on behalf of the Participant.
(d) For the avoidance of doubt, the full number of shares of Stock with respect to an Award or Prior Plan Award originally granted (rather than the net number of shares of Stock actually delivered) shall count against the maximum number of shares of Stock available for delivery pursuant to Awards granted under the Plan. Upon exercise of a stock-settled SAR, each such stock-settled SAR originally granted shall be counted as one share of Stock against the maximum aggregate number of
World Fuel Services Corporation|2020 Proxy Statement A-4shares of Stock that may be delivered pursuant to Awards granted under the Plan as provided in Section 4.2(b), regardless of the number of shares of Stock actually delivered upon settlement of such stock-settled SAR.
(e) Subject to Section 4.2(f), the following additional maximums are imposed under the Plan.
(i) The maximum number of shares of Stock that may be issued as a result of the exercise of Options intended to be Incentive Stock Options shall be 2,500,000.
(ii) With respect to Awards that are designated as Performance Compensation Awards:
(A) in the case of such Awards that are settled in shares of Stock, no more than 600,000 shares of Stock may be subject to such Awards granted to any one Participant with respect to any one fiscal-year Performance Period (multiplied by the number of complete fiscal year Performance Periods (and fractions thereof) over which the Performance Goals are measured if based upon satisfaction of Performance Goals measured over a Performance Period of more than one fiscal year);
(B) in the case of such Awards that are settled in cash based on the Fair Market Value of a share of Stock, the maximum aggregate amount of cash that may be paid pursuant to such Awards granted to any one Participant with respect to any one fiscal-year Performance Period shall be equal to 600,000 shares of Stock multiplied by the per share Fair Market Value
84 WORLD FUEL SERVICES CORPORATION Annex A
as of the relevant vesting, payment or settlement date (multiplied by the number of complete fiscal year Performance Periods (and fractions thereof) over which the Performance Goals are measured if based upon satisfaction of Performance Goals measured over a Performance Period of more than one fiscal year); and
(C) in the case of all such Awards other than those described in clauses (A) and (B), the maximum aggregate amount of cash and other property (valued at its Fair Market Value) other than shares of Stock that may be paid or delivered pursuant to such Awards granted to any one Participant in any one fiscal-year Performance Period shall be equal to $10,000,000 (multiplied by the number of complete fiscal year Performance Periods (and fractions thereof) over which the Performance Goals are measured if based upon satisfaction of Performance Goals measured over a Performance Period of more than one fiscal year).
(iii) With respect to Awards granted to Independent Directors, (A) in the case of such Awards that are settled in shares of Stock, no more than 60,000 shares of Stock may be subject to such Awards granted to any one Independent Director in any fiscal year, (B) in the case of such Awards that are settled in cash based on the Fair Market Value of a share of Stock, the maximum aggregate amount of cash that may be paid pursuant to such Awards granted to any one Independent Director in any fiscal year shall be equal to 60,000 shares of Stock multiplied by the per share Fair Market Value as of the relevant vesting, payment or settlement date, and (C) in the case of all Awards other than those described in clauses (A) and (B), the maximum aggregate amount of cash and other property (valued at its Fair Market Value) other than shares of Stock that may be paid or delivered pursuant to such Awards to any one Independent Director in any fiscal year shall be equal to $500,000.
(iv) Substitute Awards shall not reduce the shares of Stock authorized for grant under the Plan or authorized for grant to a Participant in any period. Additionally, in the event
World Fuel Services Corporation|2020 Proxy Statement A-5that a company acquired by the Company or any Subsidiary, or with which the Company or any Subsidiary combines has shares available under a pre-existing plan approved by shareholders and not adopted in contemplation of such acquisition or combination, the shares of stock available for delivery pursuant to the terms of such pre-existing plan (as adjusted, to the extent appropriate, using the exchange ratio or other adjustment or valuation ratio or formula used in such acquisition or combination to determine the consideration payable to the holders of common stock of the entities party to such acquisition or combination) may be used for Awards under the Plan and shall not reduce the shares of Stock authorized for delivery under the Plan; provided that Awards using such available shares of Stock shall not be made after the date awards or grants could have been made under the terms of the pre-existing plan, absent the acquisition or combination, and shall only be made to individuals who were not employees, officers, or members of the board of directors of the Company or Subsidiaries, or consultants or other persons providing services to the Company or any Subsidiary, prior to such acquisition or combination.
(f) In the event of any equity restructuring, such as a stock dividend, stock split, spin-off, reverse stock split, split-up, rights offering, recapitalization or non-recurring cash dividend or other distribution (whether in the form of shares of Stock, other securities or other property), the Committee shall adjust each Award, in such manner as the Committee shall determine, to prevent dilution or enlargement of the rights of the holders with respect to outstanding awards. In addition, in the event of any merger, consolidation, combination, exchange of shares or other similar corporate transaction (including any Change of Control), the Committee may make other adjustments to outstanding Awards (and to any limitations on the number or kind of Awards that may be granted under the Plan in the future) to preserve the benefits or potential benefits of the Awards. Action by the Committee pursuant to this Section 4.2(f) may include, to the extent that the Committee determines to be appropriate: (i) adjustment to the number or kind of shares which may be delivered under the Plan, including but not limited to, increases in the limitations set forth in subsection (b) above and paragraphs (i) through (iii) of subsection (e) above; (ii) adjustment of the number and kind of shares subject to outstanding Awards; (iii) adjustment of the Exercise Price of outstanding Options and SARs; and (iv) any other adjustments that the Committee determines to be equitable or appropriate, including but not limited to, (A) a cash payment to the holder of an outstanding Award in consideration for the cancelation of such Award, including, in the case of an outstanding Option or SAR, a cash payment to the holder of such Option or SAR in an amount equal to the excess, if any, of the Fair Market Value (as of a date specified by the Committee) of the shares of Stock subject to such Option or SAR over the aggregate Exercise Price of such Option or SAR and (B) cancel and terminate any Option or SAR having a per share Exercise Price equal to, or in excess of, the Fair Market Value of a share of Stock subject to such Option or SAR without any payment or consideration therefor.
4.3General
Restrictions.Restrictions. Delivery of shares of Stock or other amounts under the Plan shall be subject to the following:(a) Notwithstanding any other provision of the Plan, the Company shall have no liability to deliver any shares of Stock under the Plan or make any other distribution of benefits under the Plan unless such delivery or distribution would comply with all applicable laws (including, without limitation, the requirements of the Securities Act of 1933, as amended), and the applicable requirements of any securities exchange or similar entity.
(b) To the extent that the Plan provides for issuance of stock certificates to reflect the issuance of shares of Stock, the issuance may be effected on a non-certificated basis, to the extent not prohibited by applicable law or the applicable rules of any securities exchange.
World Fuel Services Corporation|2020 Proxy Statement A-62021 PROXY STATEMENT 85 Annex A
4.4Minimum Vesting
Requirement..(a)
AllUnless otherwise specified in an Award Agreement, equity-based Awards granted under the Plan shall be subject to a minimum vesting period of one (1) year from the date of grant (excluding, for this purpose, any Substitute Awards and shares of Stock issued to Eligible Persons pursuant to their election to receive shares of Stock in lieu of cash compensation); provided that up to five percent (5%) of the shares of Stock available under the Plan may be granted free of any vesting requirements..(b) For the avoidance of doubt, the
foregoing restrictionminimum vesting period does not apply to theCommittee'sCommittee’s discretion to provide for accelerated exercisability or vesting of any Award upon the death or disability of a Participant in accordance with the terms of the Plan or the Award Agreement. In addition, the minimum vesting period shall be deemed satisfied with respect to any Award granted to an Independent Director if such Award vests on the earlier of the one-year anniversary of the date of grant and the next annual shareholder meeting.4.5Grant and Use of
Awards.Awards. In the discretion of the Committee, a Participant may be granted any Award permitted under the provisions of the Plan, and more than one Award may be granted to a Participant. Awards may be granted as alternatives to or replacement of awards granted or outstanding under the Plan, or any other plan or arrangement of the Company or a Subsidiary (including a plan or arrangement of a business or entity, all or a portion of which is acquired by the Company or a Subsidiary). Subject to the overall limitation on the number of shares of Stock that may be delivered under the Plan, the Committee may use available shares of Stock as the form of payment for compensation, grants or rights earned or due under any other compensation plans or arrangements of the Company or a Subsidiary, including the plans and arrangements of the Company or a Subsidiary assumed in business combinations.4.6Dividends and Dividend Equivalents in Unvested
Awards.Awards. In no event shall dividends or dividend equivalents be paid with respect any Option or SAR. At the discretion of the Committee, an Award (other than an Option or SAR) may provide the Participant with the right to receive dividends or dividend equivalents with respect to the Stock subject to any such Award for dividends declared during the period that an Award is outstanding, provided, that, any such dividends or dividend equivalents shall be subject to the same vesting conditions and risk of forfeiture as the underlying Award. Subject to the foregoing, any such dividends or dividend equivalents may be credited to an account for the Participant and may be settled in cash or Stock, as determined by the Committee. Any such settlements, and any such crediting of dividends or dividend equivalents or reinvestment in shares of Stock, may be subject to such further conditions, restrictions and contingencies as the Committee shall establish, including the reinvestment of such credited amounts in Stock equivalents or the withholding of such amounts, in each case subject to the same vesting conditions and risk of forfeiture as the underlying Award.4.7Settlement of
Awards.Awards. The obligation to make payments and distributions with respect to Awards may be satisfied through cash payments, the delivery of shares of Stock, the granting of replacement Awards, or combination thereof as the Committee shall determine. Satisfaction of any such obligations under an Award, which is sometimes referred to as"settlement"“settlement” of the Award, may be subject to such conditions, restrictions and contingencies as the Committee shall determine. The Committee may permit or require the deferral of any Award payment, subject to applicable law, the terms of the Plan and such rules and procedures as the Committee may establish, which may include provisions for the payment or crediting of interest or dividend equivalents, and may include converting such credits into deferred Stock equivalents, in each case subject to the same vesting conditions and risk of forfeiture as the underlying Award. Each Subsidiary shall be liable for payment of cash due under the Plan with respect to any Participant to the extent that such benefits are attributable to theWorld Fuel Services Corporation|2020 Proxy Statement A-7services rendered for that Subsidiary by the Participant. Any disputes relating to liability of a Subsidiary for cash payments shall be resolved by the Committee.
4.8
Transferability.Transferability. Except as otherwise provided by the Committee, Awards under the Plan are not transferable except as designated by the Participant by will or by the laws of descent and distribution; provided, however, that in no case may any Award be transferred for value.4.9Form and Time of
Elections.Elections. Unless otherwise specified herein, each election required or permitted to be made by any Participant or other person entitled to benefits under the Plan, and any permitted modification, or revocation thereof, shall be in writing filed with the Committee or its designee at such times, in such form, and subject to such restrictions and limitations, not inconsistent with the terms of the Plan, as the Committee or its designee shall require.4.10Agreementwith
Company.Company. An Award under the Plan shall be subject to such terms and conditions, not inconsistent with the Plan, as the Committee shall, in its sole discretion, prescribe. The terms and conditions of any Award to any Participant shall be reflected in such form of written document as is determined by the Committee. A copy of such document shall be provided to the Participant, and the Committee may, but need not require that the Participant sign a copy of such document. Such document is referred to in the Plan as an"Award Agreement"“Award Agreement” regardless of whether any Participant signature is required.4.11
Clawback.Clawback. Awards shall be subject to any clawback policy maintained by the Company, as it may exist or be amended from time to time, subject to the discretion of the Committee. Furthermore, if required by Company policy, the Sarbanes-Oxley Act of 2002, the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 or any Securities and Exchange Commission rule or other applicable laws, eachParticipant'sParticipant’s Award shall be conditioned on repayment or forfeiture in accordance with such applicable laws, Company policy, and any relevant provisions in the related Award Agreement. Nothing in the Plan shall prevent a Participant from exercising any legally protected whistleblower rights, including pursuant to Section 21F of the Exchange Act or the rules thereunder.86 WORLD FUEL SERVICES CORPORATION Annex A
4.12Action by Company or
Subsidiary.Subsidiary. Any action required or permitted to be taken by the Company or any Subsidiary regarding the Plan shall be by resolution of the Committee, or by action of one or more members of the Board (including a committee of the Board) who are duly authorized to act for the Board, or (except to the extent prohibited by applicable law or applicable rules of any securities exchange) by one or more duly authorized officers of the Company.SECTION V
CHANGE OF CONTROL5.1Change of
Control.Control. Subject to the provisions of Section 4.2(f) (relating to the adjustment of shares), unless otherwise provided in the applicable Award Agreement or an individual employment agreement, in the event of a Change of Control, all Awards that are outstanding and unvested as of immediately prior to a Change of Control (after giving effect to any action by the Committee pursuant to Section 4.2(f) or Section 5.3) shall remain outstanding and unvested immediately thereafter, provided, however, that if within 12 months following a Change of Control, aParticipant'sParticipant’s employment or services, as applicable, with the Company and its Affiliates is terminated without Cause, then:(a) any outstanding Options or SARs then held by Participants that are unexercisable or otherwise unvested as of the date of such termination shall automatically be deemed exercisable or otherwise vested, as the case may be, as of the date of such termination; and
(b) all other outstanding Awards (i.e., other than Options and SARs) then held by Participants that are unexercisable, unvested or still subject to restrictions or forfeiture as of
World Fuel Services Corporation|2020 Proxy Statement A-8the date of such termination, shall automatically be deemed exercisable and vested and all restrictions and forfeiture provisions related thereto shall lapse as of the date of such termination.
5.2Substitution or
Assumption.Assumption. Notwithstanding Section 5.1 and unless otherwise provided in the applicable Award Agreement or an individual employment agreement, in the event of a Change of Control, unless provision is made in connection with the Change of Control for assumption or continuation of Awards previously granted or substitution of such Awards for new awards covering shares of a successor corporation or its"parent corporation"“parent corporation” (as defined in Section 424(e) of the Code) or"subsidiary corporation"“subsidiary corporation” (as defined in Section 424(f) of the Code) with appropriate adjustments as to the number and kinds of shares and, if applicable, Exercise Prices, that the Committee determines will preserve the material terms and conditions of such Awards as in effect immediately prior to the Change of Control (including, without limitation, with respect to the vesting schedules, the intrinsic value of the awards (if any) as of the Change of Control, and transferability of the shares underlying such Awards) then, subject to Section 5.3:(a) all outstanding Options or SARs then held by Participants that are unexercisable or otherwise unvested shall automatically be deemed exercisable or otherwise vested, as the case may be, as of immediately prior to such Change of Control; and
(b) all other outstanding Awards (i.e., other than Options and SARs) then held by Participants that are unvested or still subject to restrictions or forfeiture shall automatically be deemed vested and all restrictions and forfeiture provisions related thereto shall lapse as of immediately prior to such Change of Control.
To the extent practicable, any actions taken by the Committee under this Section 5.2 shall occur in a manner and at a time which allows affected Participants the ability to participate in the Change of Control transaction with respect to the shares of Stock subject to their Awards or Prior Plan Awards, if any.
5.3 Effect on Performance Compensation Awards. Unless otherwise provided in the applicable Award Agreement or an individual employment agreement, with respect to outstanding Performance Compensation Awards in the event of a Change of Control:
(a) any Performance Periods that would be in effect on the date the Change of Control occurs shall instead end on the date immediately prior to such Change of Control;
(b) the Committee shall determine the actual level of achievement of the Performance Goals with respect to each such Performance Period as of the most recent practicable date prior to such Change of Control based upon the
Company'sCompany’s audited or unaudited financial information or other information then available as the Committee deems relevant; and(c) to the extent earned, such Performance Compensation Awards shall continue to be subject to any service-based vesting conditions that remain in place.
5.4Section 409A and Change of
Control.Control. Notwithstanding anything to the contrary herein and unless otherwise provided in the applicable Award Agreement or an individual employment agreement, if any amount payable pursuant to an Award constitutes deferred compensation that is subject to Section 409A of the Code, in the event of a Change of Control, to the extent provided in Section 5.2, any unvested but outstanding Awards shall automatically vest as of the date of such Change of Control and shall not be subject to the forfeiture restrictions following such Change of Control; provided that in the event that such Change of Control does not qualify as anevent describedWorld Fuel Services Corporation|2020 Proxy Statement A-92021 PROXY STATEMENT 87 Annex A
event described in Section 409A(a)(2)(A)(v) of the Code or to the extent that payment upon such Change of Control would otherwise violate Section 409A of the Code, such Awards (and any other Awards that constitute deferred compensation that vested prior to the date of such Change of Control but are outstanding as of such date) shall not be settled until the earliest permissible payment event under Section 409A of the Code following such Change of Control.
SECTION VI
COMMITTEE6.1
Administration.Administration. The authority to control and manage the operation and administration of the Plan shall be vested in the Committee in accordance with this Section VI. The Committee shall be selected by the Board, and shall be comprised solely of two or more members of the Board, each of whom, to the extent required under applicable laws and rules, shall be (i)"independent"“independent”, within the meaning of the rules of the New York Stock Exchange or, if the shares of Stock are not listed for trading on the New York Stock Exchange, under the rules of the applicable securities exchange on which the shares are listed or quoted and (ii) a"Non-Employee Director"“Non-Employee Director”, within the meaning of Rule 16b-3 as promulgated and interpreted by the Securities and Exchange Commission under the Exchange Act (each an"Independent Director"“Independent Director”). If the Committee does not exist, or for any other reason determined by the Board, the Board may take any action under the Plan that would otherwise be the responsibility of the Committee; provided, however, that in that event, any such action taken by the Board shall require the approval of at least a majority of the Independent Directors.6.2Powers of
Committee.Committee. TheCommittee'sCommittee’s administration of the Plan shall be subject to the following:(a) Subject to the provisions of the Plan and applicable law, and in addition to the other express powers and authorizations conferred on the Committee by the Plan, the Committee shall have sole and plenary authority to administer the Plan, including the authority (i) to select from among the Eligible Persons those persons who shall receive Awards, (ii) to determine the time or times of receipt, (iii) to determine the types of Awards and the number of shares or dollar value covered by the Awards, (iv) to establish the terms, conditions, performance and vesting criteria, restrictions, terms of exercise and settlement and other provisions of the Awards, (v) to interpret, administer, reconcile any inconsistency in, correct any default in and/or supply any omission in, the Plan and any instrument or agreement relating to, or Award made under, the Plan, (vi) grant a replacement Award for an Award previously granted under the Plan if, in its sole discretion, the Committee determines that (A) the tax consequences of such Award to the Company or the Participant differ from those consequences that were expected to occur on the date the Award was granted or (B) clarifications or interpretations of, or changes to, tax law or regulations permit Awards to be granted that have more favorable tax consequences than initially anticipated and (vii) subject to the restrictions imposed by Section VII, to cancel or suspend Awards; provided, however, that, notwithstanding the provisions of this Section 6.2, the Committee shall not have the authority to accelerate vesting of an Award in the event of a
Participant'sParticipant’s termination of employment other than in connection with theParticipant'sParticipant’s death or disability.(b) The Committee shall have the authority to adopt such modifications, procedures and subplans as may be necessary or desirable to comply with provisions of the laws of any countries in which the Company or any Subsidiary may operate to ensure the viability of the benefits from Awards granted to Participants employed or providing services in such countries, to meet the requirements of local laws that permit the Plan to operate in a qualified or tax-efficient manner, to comply with applicable foreign laws and to meet the objectives of the Plan; provided, however, that no such action taken pursuant to this Section 6.2(b) shall result in a
"material revision"“material revision” of the Plan under applicable securities exchange governance rules.World Fuel Services Corporation|2020 Proxy Statement A-10(c) The Committee will have full and complete authority and discretion to interpret the Plan, to establish, amend, and rescind any rules and regulations relating to the Plan, to determine the terms and provisions of any Award Agreement made pursuant to the Plan, and to make all other determinations that may be necessary or advisable for the administration of the Plan; it being the intention of the Plan that the Committee have the utmost authority and discretion permitted by law in making decisions and performing its other functions under the Plan.
(d) Any interpretation of the Plan by the Committee and any decision made by it under the Plan is final and binding on all persons.
(e) In controlling and managing the operation and administration of the Plan, the Committee shall take action in a manner that conforms to the Articles of Incorporation and By-laws of the Company, and applicable state corporate law.
6.3No Repricing or
Exchange.Exchange. Notwithstanding the authority set forth in Section 6.2, in no event shall the Committee have the power to cancel outstanding Options or SARs for the purpose of repricing, substituting for another Award, or otherwise replacing or re-granting such Options or SARs with an exercise price that is less than the exercise price of the original Option or SAR, unless such action is approved by theCompany'sCompany’s shareholders. For the avoidance of doubt, an adjustment to the Exercise Price made in accordance with Section 4.2(f) or as a result of a substitution pursuant to Section V shall not be considered a re-pricing for purposes of this Section 6.3.88 WORLD FUEL SERVICES CORPORATION Annex A
6.4Delegation by the
Committee.Committee.(a) Except to the extent prohibited by applicable law or the applicable rules of a securities exchange, the Committee may allocate all or any portion of its responsibilities and powers to any one or more of its members and may delegate all or any part of its responsibilities and powers to any person or persons selected by it, including a subcommittee consisting of one or more members of the Board or officers or employees of the Company to grant Awards to persons who are not
"officers"“officers” of the Company (within the meaning of Rule 16a-1 under the Exchange Act) or Independent Directors, subject to such restrictions and limitations as the Committee may specify and to the requirements of the Florida Business Corporation Act. The acts of any such delegates shall be treated hereunder as acts of the Committee and such delegates shall report regularly to the Committee regarding the delegated duties and responsibilities and any Awards so granted.(b) The Committee may also delegate the administration of the Plan to one or more officers or employees of the Company, and such administrator(s) may have the authority to administer the Plan, including to: (i) execute and distribute Award Agreements, (ii) maintain records relating to Awards, (iii) process or oversee the issuance of Stock under Awards, (iv) interpret and administer the terms of Awards, and (v) take such other actions as may be necessary or appropriate for the administration of the Plan and of Awards under the Plan. In no event shall any such administrator be authorized to (w) grant Awards under the Plan (except in connection with any delegation made by the Committee pursuant to Section 6.4(a), (x) take any action with respect to Awards held by
"officers"“officers” of the Company (within the meaning of Rule 16a-1 under the Exchange Act) or Independent Directors, (y) take any action inconsistent with Section 409A of the Code, or (z) take any action inconsistent with applicable provisions of the Florida Business Corporation Act. Any action by any such administrator within the scope of its delegation shall be deemed for all purposes to have been taken by the Committee and, except as otherwise specifically provided, references in this Plan to the Committee shall include any such administrator.World Fuel Services Corporation|2020 Proxy Statement A-11(c) Any of the allocations or delegations described in this Section 6.4 may be revoked by the Committee at any time. In the event of any delegations described in this Section 6.4, the term
"Committee"“Committee”, as used herein, shall include any persons so delegated to the extent of such delegation.6.5Awards to Independent
Directors.Directors. Notwithstanding anything to the contrary contained herein, the Board may, in its sole discretion, at any time and from time to time, grant Awards to Independent Directors or administer the Plan with respect to such Awards. In any such case, the Board shall have all the authority and responsibility granted to the Committee herein.6.6Information to be Furnished to
Committee.Committee. The Company and Subsidiaries shall furnish the Committee with such data and information as it determines may be required for it to discharge its duties. The records of the Company and Subsidiaries as to anemployee'semployee’s orParticipant'sParticipant’s employment, termination of employment, leave of absence, reemployment and compensation shall be conclusive on all persons unless determined to be incorrect. Participants and other persons entitled to benefits under the Plan must furnish the Committee such evidence, data or information as the Committee considers desirable to carry out the terms of the Plan.6.7Limitation of
Liability.Liability. The Committee, each member thereof, and any other person acting pursuant to authority delegated by the Committee shall be entitled, in good faith, to rely or act upon any report or other information furnished by any officer or employee of the Company, theCompany'sCompany’s independent auditors, consultants or any other agents assisting in the administration of the Plan. Members of the Committee or any other person acting pursuant to authority delegated by the Committee, and any officer or employee of the Company acting at the direction or on behalf of the Committee or other delegee shall not be personally liable for any action or determination taken or made in good faith with respect to the Plan, and shall, to the extent permitted by law, be fully indemnified and protected by the Company with respect to any such action or determination.6.8
Indemnification.Indemnification. Each person who is or shall have been a member of the Committee or of the Board shall be indemnified and held harmless by the Company against and from any loss, cost, liability, or expense that may be imposed upon or reasonably incurred by him or her in connection with or resulting from any claim, action, suit, or proceeding to which he or she may be a party or in which he or she may be involved by reason of any action taken or failure to act under the Plan and against and from any and all amounts paid by him or her in settlement thereof, with theCompany'sCompany’s approval, or paid by him or her in satisfaction of any judgment in any such action, suit, or proceeding against him or her, provided he or she shall give the Company an opportunity, at its own expense, to handle and defend the same before he or she undertakes to handle and defend it on his or her own behalf. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such persons may be entitled under theCompany'sCompany’s Articles of Incorporation or By-laws, as a matter of law, or otherwise, or any power that the Company may have to indemnify them or hold them harmless.6.9Code Section
409A.409A.(a) If any Award constitutes a
"nonqualified“nonqualified deferred compensationplan"plan” under Section 409A of the Code (a"Section“Section 409APlan"Plan”), then the Award shall be subject to the following additional requirements, if and to the extent required to comply with Section 409A of the Code:2021 PROXY STATEMENT 89 Annex A
(i) Payments under the Section 409A Plan may not be made earlier than (A) the
Participant's "separationParticipant’s “separation fromservice"service”, (B) the date the Participant becomes"disabled"“disabled”, (C) theParticipant'sParticipant’s death, (D) a"specified“specified time (or pursuant to a fixed schedule)"” specified in the Award Agreement at the date of the deferral of such compensation, (E) a"change“change in the ownership or effective control of the corporation, or in the ownership of a substantialWorld Fuel Services Corporation|2020 Proxy Statement A-12portion of the assets of the
corporation"corporation”, or (F) the occurrence of an"unforeseeable emergency"“unforeseeable emergency”;(ii) The time or schedule for any payment of the deferred compensation may not be accelerated, except to the extent provided in applicable Treasury Regulations or other applicable guidance issued by the Internal Revenue Service;
(iii) Any elections with respect to the deferral of such compensation or the time and form of distribution of such deferred compensation shall comply with the requirements of Section 409A(a)(4) of the Code;
(iv) In the case of any Participant who is a
"specified employee"“specified employee”, a distribution on account of a"separation“separation fromservice"service” may not be made before the date which is six months after the date of theParticipant's "separationParticipant’s “separation fromservice"service” (or, if earlier, the date of theParticipant'sParticipant’s death); and(v) In the case of any such Awards that are payable upon a Change of Control, notwithstanding any provision of the Plan to the contrary, the Company will not be deemed to have undergone a Change of Control unless the Company has undergone a
"change“change in the ownership or effective control of the corporation, or in the ownership of a substantial portion of the assets of acorporation"corporation” within the meaning of Section 409A(a)(2)(A)(v) of the Code.For purposes of the foregoing, the words and phrases in quotations in this Section 6.9 shall be defined in the same manner as those words and phrases are defined for purposes of Section 409A of the Code, and the limitations set forth herein shall be applied in such manner (and only to the extent) as shall be necessary to comply with any requirements of Section 409A of the Code that are applicable to the Award.
(b) Any Award Agreement for any Award that the Committee reasonably determines to constitute a Section 409A Plan, and the provisions of the Plan applicable to that Award, shall be construed in a manner consistent with the applicable requirements of Section 409A, and the Committee, in its sole discretion and without the consent of any Participant, may amend any Award Agreement (and the provisions of the Plan applicable thereto) if and to the extent that the Committee determines that such amendment is necessary or appropriate to comply with the requirements of Section 409A of the Code. Further, in the event that the Plan, any Award Agreement or any Award shall be deemed not to comply with Section 409A of the Code, then neither the Company, the Committee nor its or their designees or agents shall be liable to any Participant or other person for actions, decisions or determinations made in good faith.
SECTION VII
AMENDMENT AND TERMINATIONThe Board may, at any time, amend or terminate the Plan, and the Board or Committee may, at any time, amend any Award outstanding thereunder, provided that no amendment or termination may, in the absence of written consent to the change by the affected Participant (or, if the Participant is not then living, the affected beneficiary), adversely affect the rights of any Participant or beneficiary under any Award granted under the Plan prior to the date such amendment is adopted by the Board; and further provided that any amendment made to comply with applicable law, tax rules, securities exchange rules or accounting rules and adjustments pursuant to Section 4.2(f) shall not be subject to the foregoing limitations of this Section VII. Notwithstanding the foregoing, approval of the
Company'sCompany’s shareholders shall be required for any amendment or alteration of the Plan if such shareholder approval is required by any federal or state law or regulation (including without limitation, Rule 16b-3World Fuel Services Corporation|2020 Proxy Statement A-13under the Exchange Act or the rules of any securities exchange or automated quotation system on which the shares of Stock may then be listed or quoted). Unless otherwise determined by the Committee, any amendments to the Plan will apply prospectively only.
SECTION VIII
GENERAL PROVISIONS8.1Tax
Withholding.Withholding. All distributions under the Plan are subject to withholding of all applicable taxes, and the Committee may condition the delivery of any shares or other benefits under the Plan on satisfaction of the applicable withholding obligations. The Committee, in its discretion, and subject to such requirements as the Committee may impose prior to the occurrence of such withholding, may permit such withholding obligations to be satisfied through cash payment by the Participant, through the surrender of shares of Stock which the Participant already owns, through the withholding of shares of Stock that otherwise would have been delivered pursuant to the Award, or through the surrender of shares of Stock to which the Participant is otherwise entitled under the Plan.90 WORLD FUEL SERVICES CORPORATION Annex A
8.2Limitation of Implied
Rights.Rights.(a) Neither a Participant nor any other person shall, by reason of participation in the Plan, acquire any right in or title to any assets, funds or property of the Company or any Subsidiary whatsoever, including, without limitation, any specific funds, assets, or other property which the Company or any Subsidiary, in its sole discretion, may set aside in anticipation of a liability under the Plan. A Participant shall have only a contractual right to the Stock or amounts, if any, payable under the Plan, unsecured by any assets of the Company or any Subsidiary, and nothing contained in the Plan shall constitute a guarantee that the assets of the Company or any Subsidiary shall be sufficient to pay any benefits to any person.
(b) The Plan does not constitute a contract of employment, and selection as a Participant will not give such Participant the right to be retained in the employ or service of the Company or any Subsidiary, nor any right or claim to any benefit under the Plan, unless such right or claim has specifically accrued under the terms of the Plan. Except as otherwise provided in the Plan or any Award Agreement, no Award under the Plan shall confer upon the holder thereof any rights as a shareholder of the Company prior to the date on which the individual fulfills all conditions for receipt of such rights.
8.3No Fractional
Shares.Shares. No fractional shares of Stock shall be issued or delivered pursuant to the Plan or any Award. The Committee shall determine whether cash, an additional share of Stock or Award, or other property shall be issued or paid in lieu of fractional shares or whether such fractional shares or any rights thereto shall be forfeited or otherwise eliminated.8.4Governing
Law.Law. The Plan and all Award Agreements shall be governed by and construed in accordance with the laws of the State of Florida, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Florida or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Florida.8.5
Severability.Severability. In the event that any provision of this Plan is found to be invalid or otherwise unenforceable under any applicable law, such invalidity or unenforceability will not be construed as rendering any other provisions contained herein as invalid or unenforceable, and all such other provisions will be given full force and effect to the same extent as though the invalid or unenforceable provision was not contained herein.World Fuel Services Corporation|2020 Proxy Statement A-148.6
Successors.Successors. All of the obligations of the Company under the Plan and any Award Agreement shall be binding upon any successor corporation or organization resulting from the merger, amalgamation, consolidation or other reorganization of the Company, or upon any successor corporation or organization succeeding to substantially all of the assets and business of the Company.8.7Gender and Number, Titles and
Headings.Headings. Where the context admits, words in any gender shall include any other gender, words in the singular shall include the plural and the plural shall include the singular. The titles and headings of the sections in the Plan are for convenience of reference only, and in the event of any conflict, the text of the Plan, rather than such titles or headings shall control.SECTION IX
DEFINED TERMSIn addition to the other definitions contained herein, the following definitions shall apply:
(a)
Affiliate.Affiliate. The term"Affiliate"“Affiliate” means (i) any entity that, directly or indirectly, is controlled by, controls or is under common control with, the Company and/or (ii) any entity in which the Company has a significant equity interest, in either case as determined by the Committee.(b)
Award.Award. The term"Award"“Award” means any award or benefit granted under the Plan, including, without limitation, the grant of Options, SARs, Stock Unit Awards, Performance Compensation Awards, Restricted Stock Awards, Restricted Stock Unit Awards, Other Stock-Based Awards and Cash Incentive Awards.(c)Award
Agreement.Agreement. The term"Award Agreement"“Award Agreement” means the written agreement, in a form determined by the Committee from time to time, between the Company and a Participant that evidences the grant of an Award and sets out the terms and conditions of an Award or Prior Plan Award.(d)
Board.Board. The term"Board"“Board” shall have the meaning set forth in Section 1.2.(e)Cash Incentive
Award.Award. The term"Cash“Cash IncentiveAward"Award” shall have the meaning set forth in Section 3.1(a).(f)
Cause.Cause. The term"Cause"“Cause” (i) shall have the meaning set forth in an Award Agreement or in an individual employment agreement between the Participant and the Company, if any or (ii) if there is no definition set forth in an Award Agreement or applicable employment agreement, means:(A) the material failure by the Participant to perform, in a reasonable manner, his or her duties as assigned by the Company or any Subsidiary (or any successor company);
2021 PROXY STATEMENT 91 Annex A
(B) any material violation or material breach by the Participant of his or her employment agreement, consulting or other similar agreement with the Company or any Subsidiary (or successor company), if any;
(C) any material violation or material breach by the Participant of any non-competition, non-solicitation, non-disclosure and/or other similar agreement with the Company or any Subsidiary (or successor company);
(D) any material violation or material breach by the Participant of the
Company'sCompany’s Code of Conduct or any other Company (or successor company) policy;World Fuel Services Corporation|2020 Proxy Statement A-15(E) any act by the Participant of material dishonesty or fraud that injures the reputation or business of the Company or any Subsidiary (or successor company); or
(F) the conviction of or entry of a plea of guilty or nolo contender to a felony or a crime involving moral turpitude.
The good faith determination by the Committee of whether the
Participant'sParticipant’s employment or service was terminated for"Cause"“Cause” shall be final and binding for all purposes hereunder.(g)Change of Control.For purposes of this Plan, a
"Change“Change ofControl"Control” means any one of the following events:(i) any person or
"group"“group” as defined in Section 13(d)(3) of the Exchange Act, but excluding any employee benefit plan or plans of the Company and its Subsidiaries, becomes the beneficial owner, directly or indirectly, of thirty percent (30%) or more of the combined voting power of theCompany'sCompany’s outstanding voting securities ordinarily having the right to vote for the election of directors of the Company; provided, however, that, for purposes of this subparagraph (i), any acquisition directly from the Company shall not constitute a Change of Control; or(ii) the consummation of any merger, consolidation, reorganization or similar event of the Company or any of its Subsidiaries, as a result of which the holders of the voting stock of the Company immediately prior to such merger, consolidation, reorganization or similar event do not directly or indirectly hold at least fifty-one percent (51%) of the aggregate voting power of the capital stock of the surviving entity; or
(iii) the individuals who, as of the Effective Date, constitute the Board of Directors of the Company (the
"Board"“Board” generally and as of the Effective Date the"Incumbent Board"“Incumbent Board”) cease for any reason to constitute at least two-thirds(2/3(⅔) of the Board, or in the case of the consummation of a merger or consolidation of the Company, do not constitute or cease to constitute at least two-thirds(2/3(⅔) of the board of directors of the surviving company (or in a case where the surviving corporation is controlled, directly or indirectly by another corporation or entity, do not constitute or cease to constitute at least two-thirds(2/3(⅔) of the board of such controlling corporation or do not have or cease to have at least two-thirds(2/3(⅔) of the voting seats on any body comparable to a board of directors of such controlling entity, or if there is no body comparable to a board of directors, at least two-thirds(2/3(⅔) voting control of such controlling entity); provided that any person becoming a director (or, in the case of a controlling non-corporate entity, obtaining a position comparable to a director or obtaining a voting interest in such entity) subsequent to the Effective Date whose election, or nomination for election, was approved by a vote of the persons comprising at least two-thirds(2/3(⅔) of the Incumbent Board (other than an election or nomination of an individual whose initial assumption of office is in connection with an actual or threatened election contest), shall be, for purposes of this Agreement, considered as though such person were a member of the Incumbent Board; or(iv) there is a liquidation or dissolution of the Company or all or substantially all of the assets of the Company have been sold.
The term
"Change“Change ofControl"Control” shall not include a sale of assets, merger or other transaction effected exclusively for the purpose of changing the domicile of the Company.World Fuel Services Corporation|2020 Proxy Statement A-16(h)Code.The term
"Code"“Code” means the Internal Revenue Code of 1986, as amended. A reference to any provision of the Code shall include reference to any successor provision of the Code.(i)Committee.The term
"Committee"“Committee” shall have the meaning set forth in Section 1.2.(j)Company.The term
"Company"“Company” shall have the meaning set forth in Section 1.1.(k)Effective Date.The term
"Effective Date"“Effective Date” means the date on which this Plan is approved by shareholders of the Company eligible to vote in the election of directors, by a vote sufficient to meet the requirements of Section 422 of the Code, Rule 16b-3 under the Exchange Act (if applicable), applicable requirements under the rules of any securities exchange or automated quotation system on which the Stock may be listed or quoted, and any other laws, regulations and obligations of the Company applicable to the Plan.92 WORLD FUEL SERVICES CORPORATION Annex A
(l)Eligible Person.The term
"Eligible Person"“Eligible Person” means any employee, officer or member of the board of directors of the Company or a Subsidiary, or any consultant or other person who performs services for the Company or any Subsidiary, including any prospective employee, officer, member or consultant.(m)Exchange Act.The term
"Exchange Act"“Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, or any successor statute thereto, and the regulations promulgated thereunder.(n)Exercise Price.The term
"Exercise Price"“Exercise Price” shall have the meaning set forth in Section 2.2.(o)Fair Market Value.The term
"Fair“Fair MarketValue"Value” means (i) with respect to any property other than shares of Stock, the fair market value of such property determined by such methods or procedures as shall be established from time to time by the Committee and (ii) with respect to a share of Stock as of any date,(A) if the principal market for the Stock is a national securities exchange or the NASDAQ stock market, then the
"Fair“Fair MarketValue"Value” as of that date shall be the closing sales price of the Stock on the day that the Award is granted on the principal exchange or market on which the Stock is then listed or admitted to trading;(B) if sale prices are not available or if the principal market for the Stock is not a national securities exchange and the Stock is not quoted on the NASDAQ stock market, the average between the highest bid and lowest asked prices for the Stock on the day that the Award is granted as reported on the NASDAQ OTC Bulletin Board Service or by the National Quotation Bureau, Incorporated or a comparable service; and
(C) if the day is not a trading day, and as a result, paragraphs (A) and (B) next above are inapplicable, the Fair Market Value of the Stock shall be determined as on the most recent trading day prior to the date the Award is granted. If paragraphs (A) and (B) next above are otherwise inapplicable, then the Fair Market Value of the Stock shall be determined in good faith by the Committee.
(p)Incentive Stock Option.The term
"Incentive“Incentive StockOption"Option” shall have the meaning set forth in Section 2.1(a).(q)Independent Director.The term
"Independent Director"“Independent Director” shall have the meaning set forth in Section 6.1.World Fuel Services Corporation|2020 Proxy Statement A-17(r)Non-Qualified Stock Option.The term
"Non-Qualified“Non-Qualified StockOption"Option” shall have the meaning set forth in Section 2.1(a).(s)Option.The term
"Option"“Option” shall have the meaning set forth in Section 2.1(a).(t)Other Stock-Based Award.The term
"Other“Other Stock-BasedAward"Award” shall have the meaning set forth in Section 3.1(b).(u)Participant(s).The term
"Participant(s)"“Participant(s)” shall have the meaning set forth in Section 1.2.(v)Performance Compensation Award.The term
"Performance“Performance CompensationAward"Award” shall have the meaning set forth in Section 3.1(c).(w)Performance Goal(s).The term
"Performance“Performance Goal(s)"” means the measures set forth in Section 3.3(a).(x)Performance Period.The term
"Performance Period"“Performance Period” means one or more periods of time, as the Committee may select, over which the attainment of one or more Performance Goals will be measured for the purpose of determining the granting or vesting of a Performance Compensation Award.(y)Plan.The term
"Plan"“Plan” shall have the meaning set forth in Section 1.1(z)Prior Plans.The term
"Prior Plans"“Prior Plans” shall mean the World Fuel Services Corporation 2020 Omnibus Plan (the “2020 Plan”), 2016 Omnibus Plan, as amended and restated (the"2016 Plan"“2016 Plan”) and the 2006 Omnibus Plan, as amended and restated (the"2006“2006 Plan,"” together with the 2020 Plan and the 2016 Plan, the"Prior Plans"“Prior Plans”).(aa)Prior Plan Award.The term
"Prior“Prior PlanAward"Award” shall mean any award or benefit granted under a Prior Plan, including, without limitation, the grant of any cash or equity-based awards with rights similar to an Award granted hereunder, that is outstanding as of the Effective Date.(bb)Restricted Stock Award.The term
"Restricted“Restricted StockAward"Award” shall have the meaning set forth in Section 3.1(d).(cc)Restricted Stock Unit Award.The term
"Restricted“Restricted Stock UnitAward"Award” shall have the meaning set forth in Section 3.1(e).(dd)SAR.The term
"SAR"“SAR” shall have the meaning set forth in Section 2.1(b).2021 PROXY STATEMENT 93 Annex A
(ee) Stock Appreciation Right.The term “Stock Appreciation Right” shall have the meaning set forth in Section 2.1(b).
(ee)(ff)Stock Appreciation Right.The term "Stock Appreciation Right" shall have the meaning set forth in Section 2.1(b).(ff)Stock Unit Award.The term"Stock“Stock UnitAward"Award” shall have the meaning set forth in Section 3.1(f).(gg)Subsidiary.The term
"Subsidiary"“Subsidiary” means any company during any period in which it is a"subsidiary corporation"“subsidiary corporation” (as that term is defined in Section 424(f) of the Code) with respect to the Company.(hh)Substitute Awards.The term
"Substitute Awards"“Substitute Awards” means Awards granted or Stock issued by the Company in assumption of, or in substitution or exchange for, awards previously granted, or the right or obligation to make future awards, by a company acquired by the Company or any Subsidiary or with which the Company or any Subsidiary combines.(ii)Stock.The term
"Stock"“Stock” means shares of common stock, par value $.01 per share, of the Company.94 WORLD FUEL SERVICES CORPORATION World Fuel Services Corporation|Table of Contents2020 Proxy Statement A-18
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WORLD FUEL SERVICES CORPORATION
9800 NORTHWEST 41ST STREET
MIAMI, FL 33178
ATTN: CORPORATE SECRETARYVOTE BY INTERNET
Before The Meeting - Go to www.proxyvote.comUse the Internet to transmit your voting instructions and for electronic delivery of
information. Vote byinformation up until 11:59 P.M. Eastern Time on May21, 2020.20, 2021. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS If you would likeDuring The Meeting - Go to
reducewww.virtualshareholdermeeting.com/INT2021You may attend the
costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronicallymeeting viae-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote usingthe Internet andwhen prompted, indicatevote during the meeting. Have the information thatyou agree to receive or access proxy materials electronicallyis printed infuture years. WORLD FUEL SERVICES CORPORATION 9800 NORTHWEST 41ST STREET MIAMI, FL 33178 ATTN: CORPORATE SECRETARYthe box marked by the arrow available and follow the instructions.VOTE BY PHONE - 1-800-690-6903
Use any touch-tone telephone to transmit your votinginstructions. Vote byinstructions up until 11:59 P.M. Eastern Time on May21, 2020.20, 2021. Have your proxy card in hand when you call and then follow the instructions.VOTE BY MAIL
Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. For Withhold For All Except To withhold authority to vote for any individual nominee(s), mark “For All Except”TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: D45689-P53042 KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. WORLD FUEL SERVICES CORPORATION For Withhold For All All All Except The Board of Directors recommends you vote FOR all lsted nominees in Proposal 1. ☐ ☐ ☐ To withhold authority to vote for any individual nominee(s), mark "For All Except" and write the number(s) of the nominee(s) on the line below. 1. Election of Directors Nominees: 01) Michael J. Kasbar 05) Richard A. Kassar 02) Ken Bakshi 06) John L. Manley 03) Jorge L. Benitez 07) Stephen K. Roddenberry 04) Sharda Cherwoo 08) Paul H. Stebbins The Board of Directors recommends you vote FOR proposals 2, 3 and 4. For Against Abstain 2. Approval of the non-binding, advisory vote on executive compensation. ☐ ☐ ☐ 3. Ratification of the appointment of PricewaterhouseCoopers LLP as the Company's independent registered certified public accounting firm for the 2021 fiscal year. ☐ ☐ ☐ 4. Approval of the World Fuel Services Corporation 2021 Omnibus Plan. ☐ ☐ ☐ NOTE: In their discretion, the proxies are authorized to vote upon any other matter coming before the meeting. THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THE PROXY WILL BE VOTED FOR ALL NOMINEES AND ON ALL OTHER PROPOSALS AS DESCRIBED IN THE PROXY STATEMENT. Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date 
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:
The Notice&and Proxy Statement and Annual Report on Form 10-K are available at www.proxyvote.comWorld Fuel Services Corporation 9800 Northwest 41st Street Miami, Florida 33178 This proxy is solicited by the Board of Directors for use at the Annual Meeting of Shareholders on May 22, 2020 at 8:00 AM Eastern Time to be held at our offices located at 9800 Northwest 41st Street, Miami, Florida 33178. The shares of stock you hold in your account will be voted as you specify on the reverse side. If no choice is specified, the proxy will be voted "FOR" the Nominees listed in Proposal 1 and "FOR" Proposals 2, 3 and 4. By signing the proxy, you revoke all prior proxies and appoint each of Michael J. Kasbar and Paul H. Stebbins with full power of substitution, to vote your shares at the Annual Meeting or any adjournments or postponements thereof, with all the powers that you would possess if personally present, upon and in respect of the matters shown on the reverse side, with discretionary authority as to any and all other matters that may properly come before the meeting. Address change/comments: (If you noted any Address Changes and/or Comments above, please mark corresponding box on the reverse side.) Continued and to be signed on reverse side 0000453881_2 R1.0.1.18.
D45690-P53042
World Fuel Services Corporation
9800 Northwest 41st Street
Miami, Florida 33178This proxy is solicited by the Board of Directors for use at the Annual Meeting of Shareholders on May 21, 2021 at 8:00 AM Eastern Time to be held virtually at www.virtualshareholdermeeting.com/INT2021.
The shares of stock you hold in your account will be voted as you specify on the reverse side.
If no choice is specified, the proxy will be voted "FOR" the Nominees listed in Proposal 1 and "FOR" Proposals 2, 3 and 4.
By signing the proxy, you revoke all prior proxies and appoint each of Michael J. Kasbar and Paul H. Stebbins with full power of substitution, to vote your shares at the Annual Meeting or any adjournments or postponements thereof, with all the powers that you would possess if personally present, upon and in respect of the matters shown on the reverse side, with discretionary authority as to any and all other matters that may properly come before the meeting.
Continued and to be signed on reverse side